AMENDMENT NO. 1 TO CREDIT AGREEMENT
AMENDMENT NO. 1, dated as of October 11, 2019 (this Amendment), by and among ALLISON TRANSMISSION, INC., a Delaware corporation (the Borrower), ALLISON TRANSMISSION HOLDINGS, INC., a Delaware corporation (Holdings), CITIBANK, N.A., as Administrative Agent (in such capacity, the Administrative Agent) and as the 2019 refinancing term lender (in such capacity, the 2019 Refinancing Term Lender) and the Cashless Term Lenders (as defined below) party hereto, to the Second Amended and Restated Credit Agreement, dated as of March 29, 2019, among the Borrower, Holdings, the Administrative Agent, Citicorp North America, Inc., as collateral agent, and each lender from time to time party thereto (as amended, amended and restated, supplemented or otherwise modified from time to time through the date hereof, the Credit Agreement and the Credit Agreement, as amended by this Amendment, the Amended Credit Agreement). Terms defined in the Amended Credit Agreement and used herein shall have the meanings given to them in the Amended Credit Agreement unless otherwise defined herein.
W I T N E S S E T H:
WHEREAS, the Borrower has hereby notified the Administrative Agent and each Term Lender that it intends to incur Specified Refinancing Debt pursuant to Section 2.18 of the Credit Agreement in order to refinance the Initial Term Loans outstanding under the Credit Agreement immediately prior to the Amendment No. 1 Effective Date (as defined below) (the Existing Term Loans);
WHEREAS, pursuant to Section 2.18 of the Credit Agreement, the Borrower may incur Specified Refinancing Debt by, among other things, entering into this Amendment pursuant to the terms and conditions of the Credit Agreement with Term Lenders agreeing to provide such Specified Refinancing Debt;
WHEREAS, the Borrower has requested that each of (i) the 2019 Refinancing Term Lender, (ii) the Lenders holding Existing Term Loans that have executed and delivered a consent to this Amendment substantially in the form of Exhibit A hereto (a Lender Consent) indicating the Cashless Settlement Option (each, a Cashless Term Lender), and (iii) the Lenders holding Existing Term Loans that have executed and delivered a Lender Consent indicating the Assignment Settlement Option (each, an Assignment Term Lender) extend credit to the Borrower in the form of Term Loans in an aggregate principal amount of $646,085,647.21 (the 2019 Refinancing Term Loans), the proceeds of which shall repay in full all of the Existing Term Loans;
WHEREAS, the 2019 Refinancing Term Lender has indicated its willingness to lend such 2019 Refinancing Term Loans in the aggregate amount specified in Section 1.1 of this Amendment on the terms and subject to the conditions herein;
WHEREAS, each Cashless Term Lender has agreed to make 2019 Refinancing Term Loans on the Amendment No. 1 Effective Date, in an aggregate amount equal to such Cashless Term Lenders Existing Term Loans (or such lesser amount as may be allocated to such Cashless Term Lender by the Administrative Agent), the proceeds of which shall be used to repay such Lenders Existing Term Loans, and has authorized the Administrative Agent to execute this Amendment on its behalf;