CREDIT AGREEMENT dated as of September 30, 2022 among FILT RED, INC. CUMMINS FILTRATION INC The Other Loan Parties Party Hereto The Lenders Party Hereto BANK OF AMERICA, N.A. as Administrative Agent, a Swingline Lender and an L/C Issuer WELLS FARGO...Credit Agreement • June 1st, 2023 • Atmus Filtration Technologies Inc. • Motor vehicle parts & accessories • New York
CREDIT AGREEMENT (this “Agreement”) dated as of September 30, 2022 among FILT RED, INC., a Delaware corporation (the “Parent Borrower”), CUMMINS FILTRATION INC, an Indiana corporation (the “Opco Borrower”), certain Subsidiaries of the Parent Borrower party hereto from time to time pursuant to Section 2.24 (each, a “Designated Subsidiary Borrower” and, together with the Parent Borrower and the Opco Borrower, the “Borrowers” and each a “Borrower”), the other LOAN PARTIES from time to time party hereto, the LENDERS from time to time party hereto, BANK OF AMERICA, N.A., as Administrative Agent, a Swingline Lender and an L/C Issuer, and the other SWINGLINE LENDERS and L/C ISSUERS from time to time party hereto.
intellectual property LICENSE AGREEMENTIntellectual Property License Agreement • June 1st, 2023 • Atmus Filtration Technologies Inc. • Motor vehicle parts & accessories
This INTELLECTUAL PROPERTY LICENSE AGREEMENT (this “Agreement”), dated as of May 29, 2023 (the “Effective Date”), is entered into by and between Cummins Inc. (“Cummins”), an Indiana corporation, and Atmus Filtration Technologies Inc., a Delaware corporation (“Filtration”). “Party” or “Parties” means Cummins or Filtration, individually or collectively, as the case may be. Capitalized terms not defined in the context of which such terms are first used in this Agreement shall have the meanings assigned to such terms in Section 1.1 or, if not assigned a meaning in Section 1.1, the meanings assigned to such terms in the Separation Agreement (as defined below).
TRANSITION SERVICES AGREEMENT by and between CUMMINS INC. and ATMUS FILTRATION TECHNOLOGIES INC., dated as of May 29, 2023Transition Services Agreement • June 1st, 2023 • Atmus Filtration Technologies Inc. • Motor vehicle parts & accessories
This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of May 29, 2023, is entered into by and between Cummins Inc. (“Cummins”), an Indiana corporation, and Atmus Filtration Technologies Inc., a Delaware corporation (“Filtration”). “Party” or “Parties” means Cummins or Filtration, individually or collectively, as the case may be. Capitalized terms not defined in the context of which such terms are first used in this Agreement shall have the meanings assigned to such terms in Section 1.1 or, if not assigned a meaning in Section 1.1, the meanings assigned to such terms in the Separation Agreement.
FILTRATION AFTERMARKET SUPPLY AGREEMENT by and between CUMMINS INC. and ATMUS FILTRATION TECHNOLOGIES INC., dated as of May 29, 2023Filtration Aftermarket Supply Agreement • June 1st, 2023 • Atmus Filtration Technologies Inc. • Motor vehicle parts & accessories
This FILTRATION AFTERMARKET SUPPLY AGREEMENT, dated as of May 29, 2023 (this “Agreement”), is entered into by and between Cummins Inc., an Indiana corporation (“Cummins”), and Atmus Filtration Technologies Inc., a Delaware corporation (“Supplier”). Each of Cummins and Supplier are referred to herein from time to time each as, a “Party” and collectively, the “Parties”.
SEPARATION AGREEMENT by and between CUMMINS INC. and ATMUS FILTRATION TECHNOLOGIES INC., dated as of May 29, 2023Separation Agreement • June 1st, 2023 • Atmus Filtration Technologies Inc. • Motor vehicle parts & accessories • Delaware
This SEPARATION AGREEMENT (this “Agreement”), dated as of May 29, 2023, is entered into by and between Cummins Inc., an Indiana corporation (“Cummins”), and Atmus Filtration Technologies Inc., a Delaware corporation and a wholly owned subsidiary of Cummins (“Filtration”). “Party” or “Parties” means Cummins or Filtration, individually or collectively, as the case may be. Capitalized terms used and not otherwise defined herein shall have the meaning set forth in Section 1.1.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 1st, 2023 • Atmus Filtration Technologies Inc. • Motor vehicle parts & accessories • Delaware
This REGISTRATION RIGHTS AGREEMENT, dated as of May 29, 2023 (this “Agreement”), is by and between Atmus Filtration Technologies Inc., a Delaware corporation (“Filtration”), and Cummins Inc., an Indiana corporation (“Cummins”).
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • June 1st, 2023 • Atmus Filtration Technologies Inc. • Motor vehicle parts & accessories • New York
This Amendment No. 1 to Credit Agreement, dated as of February 15, 2023 (this “Amendment”), is by and among ATMUS FILTRATION TECHNOLOGIES INC., a Delaware corporation (the “Parent Borrower”), CUMMINS FILTRATION INC, an Indiana corporation (the “Opco Borrower”), each Lender, Bank of America, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), a Swingline Lender and an L/C Issuer, and the other Swingline Lenders and L/C Issuers. Capitalized terms not otherwise defined herein have the definitions provided therefor in the Amended Credit Agreement referenced below.
TRANSITIONAL TRADEMARK LICENSE AGREEMENTTransitional Trademark License Agreement • June 1st, 2023 • Atmus Filtration Technologies Inc. • Motor vehicle parts & accessories • Delaware
This TransitionAL Trademark License Agreement (this “Agreement”), dated as of May 29, 2023 (the “Effective Date”), is made and entered into by and between Cummins Inc., an Indiana corporation (“Cummins” or “Licensor”), and Atmus Filtration Technologies Inc., a Delaware corporation (“Filtration” or “Licensee”). “Party” or “Parties” means Cummins or Filtration, individually or collectively, as the case may be. Capitalized terms not defined in the context of which such terms are first used in this Agreement shall have the meanings assigned to such terms in Section 1.1 or, if not assigned a meaning in Section 1.1, the meanings assigned to such terms in the Separation Agreement.
EMPLOYEE MATTERS AGREEMENT by and between CUMMINS INC. and ATMUS FILTRATION TECHNOLOGIES INC., dated as of May 29, 2023Employee Matters Agreement • June 1st, 2023 • Atmus Filtration Technologies Inc. • Motor vehicle parts & accessories • Delaware
This EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of May 29, 2023, is entered into by and between Cummins Inc., an Indiana corporation (“Cummins”), and Atmus Filtration Technologies Inc., a Delaware corporation and a wholly owned subsidiary of Cummins (“Filtration”). “Party” or “Parties” means Cummins or Filtration, individually or collectively, as the case may be. Capitalized terms not defined in the context of which such terms are first used in this Agreement shall have the meanings assigned to such terms in Section 1.1 or, if not assigned a meaning in Section 1.1, the meanings assigned to such terms in the Separation Agreement.
FILTRATION FIRST-FIT SUPPLY AGREEMENT by and between CUMMINS INC. and ATMUS FILTRATION TECHNOLOGIES INC., dated as of May 29, 2023Filtration First-Fit Supply Agreement • June 1st, 2023 • Atmus Filtration Technologies Inc. • Motor vehicle parts & accessories
This FILTRATION FIRST-FIT SUPPLY AGREEMENT, dated as of May 29, 2023 (this “Agreement”), is entered into by and between Cummins Inc., an Indiana corporation (“Cummins”), and Atmus Filtration Technologies Inc., a Delaware corporation (“Supplier”). Each of Cummins and Supplier are referred to herein from time to time each as, a “Party” and collectively, the “Parties”.
TAX MATTERS AGREEMENTTax Matters Agreement • June 1st, 2023 • Atmus Filtration Technologies Inc. • Motor vehicle parts & accessories • Delaware
This TAX MATTERS AGREEMENT (this “Agreement”), is entered into as of May 29, 2023 between Cummins Inc., an Indiana corporation (“Cummins”), and Atmus Filtration Technologies Inc., a Delaware corporation (“Filtration” and, together with Cummins, the “Parties”). Capitalized terms not defined in the context of which such terms are first used in this Agreement shall have the meanings assigned to such terms in Section 1.1 or, if not assigned a meaning in Section 1.1, the meanings assigned to such terms in the Separation Agreement, dated as of May 29, 2023 (the “Separation Agreement”).
