ALLISON TRANSMISSION HOLDINGS, INC. (A Delaware corporation) [—] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 16th, 2011 • Allison Transmission Holdings Inc • Motor vehicle parts & accessories • New York
INDENTURE Dated as of May 6, 2011 Among ALLISON TRANSMISSION, INC. THE GUARANTORS PARTY HERETO and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee 7.125% SENIOR NOTES DUE 2019Indenture • May 16th, 2011 • Allison Transmission Holdings Inc • Motor vehicle parts & accessories • New York
INDENTURE, dated as of May 6, 2011, between Allison Transmission, Inc., a Delaware corporation (the “Issuer”) and Wells Fargo Bank, National Association, a national banking association, as Trustee.
DIRECTOR INDEMNIFICATION AGREEMENTIndemnification Agreement • May 16th, 2011 • Allison Transmission Holdings Inc • Motor vehicle parts & accessories • Delaware
This Director Indemnification Agreement (this “Agreement”) is made as of , 2011 by and between Allison Transmission Holdings, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
Employment AgreementEmployment Agreement • May 16th, 2011 • Allison Transmission Holdings Inc • Motor vehicle parts & accessories • Indiana
This Employment Agreement dated as of February 7, 2008 (the “Agreement”), is made by and between Allison Transmission, Inc., a Delaware corporation (together with any successor thereto, the “Company”), and Lawrence E. Dewey (the “Executive”) (collectively referred to as the “Parties”).
ALLISON TRANSMISSION HOLDINGS, INC. AMENDED AND RESTATED STOCKHOLDERS AGREEMENT Dated as of [ ], 2011Stockholders Agreement • May 16th, 2011 • Allison Transmission Holdings Inc • Motor vehicle parts & accessories • Delaware
THIS AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, dated as of [ ], 2011, is entered into by and among (i) ALLISON TRANSMISSION HOLDINGS, INC., f/k/a Clutch Holdings, Inc., a corporation organized under the laws of Delaware (the “Company”), (ii) the entities listed on Schedule 1 attached hereto (collectively, the “Current Onex Stockholders”), (iii) the entity listed on Schedule 2 attached hereto (the “Current Carlyle Stockholder”), (iv) the individuals listed from time to time under the heading “Management Stockholders” on the Stockholder Schedule (as defined below) (collectively, the “Management Stockholders”) and (v) each other Person (as defined below) that subsequently becomes a party hereto pursuant to the terms hereof. Capitalized terms used herein without definition shall have the meanings set forth in Section 1.1.
EQUITY INCENTIVE PLAN OF ALLISON TRANSMISSION HOLDINGS, INC. STOCK OPTION AGREEMENT GRANT NOTICEStock Option Agreement • May 16th, 2011 • Allison Transmission Holdings Inc • Motor vehicle parts & accessories • Delaware
Unless otherwise defined herein, the terms defined in the Equity Incentive Plan of Allison Transmission Holdings, Inc. (the “Plan”) shall have the same defined meanings in this Stock Option Agreement, which includes the terms in this Grant Notice (the “Grant Notice”) and Appendix A attached hereto (collectively, the “Agreement”).
EQUITY INCENTIVE PLAN OF ALLISON TRANSMISSION HOLDINGS, INC. STOCK OPTION AGREEMENT GRANT NOTICEStock Option Agreement • May 16th, 2011 • Allison Transmission Holdings Inc • Motor vehicle parts & accessories • Delaware
Unless otherwise defined herein, the terms defined in the Equity Incentive Plan of Allison Transmission Holdings, Inc. (the “Plan”) shall have the same defined meanings in this Stock Option Agreement, which includes the terms in this Grant Notice (the “Grant Notice”) and Appendix A attached hereto (collectively, the “Agreement”).
AMENDMENT NO. 2 AND CONSENTCredit Agreement • May 16th, 2011 • Allison Transmission Holdings Inc • Motor vehicle parts & accessories • New York
This Amendment No. 2 and Consent, dated as of May 13, 2011 (this “Amendment”), to that certain Credit Agreement, dated as of August 7, 2007 (as amended by Amendment No. 1, dated as of November 21, 2008, the “Credit Agreement”), among ALLISON TRANSMISSION HOLDINGS, INC., a Delaware corporation (“Holdings”), ALLISON TRANSMISSION, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”), CITICORP NORTH AMERICA, INC., as Administrative Agent, LEHMAN BROTHERS COMMERCIAL BANK and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Syndication Agents, SUMITOMO MITSUI BANKING CORPORATION, as Documentation Agent and Co-Arranger and CITIGROUP GLOBAL MARKETS INC., LEHMAN BROTHERS INC. and MERRILL LYNCH & CO., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Joint Lead Arrangers and Joint Bookrunners, is entered into by and among Holdings, the Borrower, the Agents and the Lenders party h
COPYRIGHT SECURITY AGREEMENTCopyright Security Agreement • May 16th, 2011 • Allison Transmission Holdings Inc • Motor vehicle parts & accessories
COPYRIGHT SECURITY AGREEMENT (this “Agreement”), dated as of August 7, 2007, by ALLISON TRANSMISSION, INC. (formerly known as Clutch Operating Company, Inc.), a Delaware corporation (the “Grantor” and, collectively, the “Grantors”), in favor of CITICORP NORTH AMERICA, INC. (“Citi”), as agent for the Secured Parties (as defined in the Credit Agreement referred to below) (in such capacity, the “Administrative Agent”).
