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.
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”.
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.
FIRST AMENDMENT TO SEPARATION AGREEMENTSeparation Agreement • February 14th, 2024 • Atmus Filtration Technologies Inc. • Motor vehicle parts & accessories
This FIRST AMENDMENT TO SEPARATION AGREEMENT, dated as of September 25, 2023 (this “Amendment”) is entered into by and between Cummins Inc., an Indiana corporation (“Cummins”), and Atmus Filtration Technologies Inc., a Delaware corporation (“Filtration”). Cummins and Filtration are referred to herein each individually as a “Party” and collectively as the “Parties”. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed thereto in the Separation Agreement (as defined below).
Atmus Filtration Technologies Inc. Common Stock Underwriting AgreementUnderwriting Agreement • May 16th, 2023 • Atmus Filtration Technologies Inc. • Motor vehicle parts & accessories
The financial institutions listed on Schedule II hereto, in their capacity as selling stockholders (in such capacity, the “Selling Stockholders”) of the common stock (“Stock”) of Atmus Filtration Technologies Inc., a Delaware corporation (the “Company”), propose, severally and not jointly, subject to the terms and conditions stated in this Agreement, to sell to the Underwriters an aggregate of [●] shares of Stock and, at the election of the Underwriters, up to [●] additional shares of Stock. The aggregate of [●] shares to be sold by the Selling Stockholders is herein called the "Firm Shares" and the aggregate of [●] additional shares to be sold by the Selling Stockholders is herein called the "Optional Shares". The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 4 hereof are herein collectively called the "Shares".
ATMUS FILTRATION TECHNOLOGIES INC. PERFORMANCE STOCK UNIT AWARD AGREEMENTPerformance Stock Unit Award Agreement • February 14th, 2024 • Atmus Filtration Technologies Inc. • Motor vehicle parts & accessories
This Agreement (this “Agreement”) is made as of the date (the “Effective Date”) set forth in the accompanying long-term grant letter (the “Letter”), between Atmus Filtration Technologies Inc., a Delaware corporation (the “Company”), and the employee named in the Letter (the “Employee”).
Form of TAX MATTERS AGREEMENTTax Matters Agreement • February 21st, 2023 • Atmus Filtration Technologies Inc. • Motor vehicle parts & accessories • Delaware
This TAX MATTERS AGREEMENT (this “Agreement”), is entered into as of [●], 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 Master Separation Agreement, dated as of [●], 2023 (the “Separation Agreement”).
FIRST AMENDMENT TO SEPARATION AGREEMENTSeparation Agreement • February 14th, 2024 • Atmus Filtration Technologies Inc. • Motor vehicle parts & accessories
This FIRST AMENDMENT TO SEPARATION AGREEMENT, dated as of September 25, 2023 (this “Amendment”) is entered into by and between Cummins Inc., an Indiana corporation (“Cummins”), and Atmus Filtration Technologies Inc., a Delaware corporation (“Filtration”). Cummins and Filtration are referred to herein each individually as a “Party” and collectively as the “Parties”. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed thereto in the Separation Agreement (as defined below).
ATMUS FILTRATION TECHNOLOGIES INC. RESTRICTED STOCK UNIT AWARD AGREEMENT (NON- EMPLOYEE DIRECTOR)Restricted Stock Unit Award Agreement • February 14th, 2024 • Atmus Filtration Technologies Inc. • Motor vehicle parts & accessories
This Agreement (this “Agreement”) is made as of the date (the “Grant Date”) set forth in the accompanying equity retainer grant letter (the “Letter”), between Atmus Filtration Technologies Inc., a Delaware corporation (the “Company”), and the director named in the Letter (the “Award Recipient”).
DEBT-FOR-EQUITY EXCHANGE AGREEMENTDebt-for-Equity Exchange Agreement • May 16th, 2023 • Atmus Filtration Technologies Inc. • Motor vehicle parts & accessories • New York
DEBT-FOR-EQUITY EXCHANGE AGREEMENT, dated as of [●], 2023 (this “Agreement”), among Cummins Inc., an Indiana corporation (“Cummins”), Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC (collectively, the “Investment Entities”). Capitalized terms used but not defined herein shall have the meanings set forth in the Underwriting Agreement (as defined below).
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”).
EMPLOYMENT TRANSITION AND RELEASE AGREEMENTEmployment Transition and Release Agreement • March 31st, 2023 • Atmus Filtration Technologies Inc. • Motor vehicle parts & accessories • Indiana
This Confidential Employment Transition and Release Agreement (“Agreement”) is entered into between Mark J. Osowick (“Osowick”), Cummins Inc. (“Cummins” or the “Company”) and Cummins Filtration Inc. (“Filtration”), effective as of August 26, 2022. For the purpose of this Agreement, references to Cummins or the Company refer to Cummins Inc.; its past and present officers, directors, employees, agents, shareholders, representatives, attorneys, fiduciaries, plan administrators, employee benefit plans, and subsidiaries including but not limited to Filtration in its current and anticipated future state as a publicly traded company; as well as all affiliates, distributorships, successors, assigns, and other persons, firms, corporations, or entities who might be claimed liable, none of whom admit liability.
ATMUS FILTRATION TECHNOLOGIES INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • February 14th, 2024 • Atmus Filtration Technologies Inc. • Motor vehicle parts & accessories
This Agreement (this “Agreement”) is made as of the date (the “Effective Date”) set forth in the accompanying long-term grant letter (the “Letter”), between Atmus Filtration Technologies Inc., a Delaware corporation (the “Company”), and the employee named in the Letter (the “Employee”).
ATMUS FILTRATION TECHNOLOGIES INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • May 16th, 2023 • Atmus Filtration Technologies Inc. • Motor vehicle parts & accessories • Delaware
This Indemnification Agreement (“Agreement”), dated as of the date set forth above, is by and between Atmus Filtration Technologies Inc., a Delaware corporation (the “Company”) and the director set forth above (the “Indemnitee”).
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement • April 19th, 2024 • Atmus Filtration Technologies Inc. • Motor vehicle parts & accessories • Tennessee
This Separation Agreement and General Release (this “Agreement”) is entered into by and between Atmus Filtration Technologies Inc., a Delaware corporation having its principal office in Nashville, Tennessee (the “Company”), and Toni Y. Hickey (“Employee”).
