EXECUTION COPY
AMENDMENT NO. 1
TO
CREDIT AGREEMENT
This AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”) dated as of February 23, 2007 is among ArvinMeritor, Inc., an Indiana corporation (the “Company”), ArvinMeritor Finance Ireland, a company organized under the laws of Ireland, (the “Subsidiary Borrower” and, collectively with the Company, the “Borrowers”), the financial institutions listed on the signature pages hereto and JPMorgan Chase Bank, National Association, in its capacity as administrative agent for itself and the other Lenders (in such capacity, the “Administrative Agent”). Defined terms used herein and not otherwise defined herein shall have the meanings given to them in the Credit Agreement.
WHEREAS, the signatories hereto are parties to that certain Credit Agreement, dated as of June 23, 2006 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrowers, the financial institutions from time to time parties thereto (the “Lenders”) and the Administrative Agent; and
WHEREAS, the Borrowers wish to (i) repay in full the Term Loans, (ii) reduce the Aggregate Revolving Loan Commitment and (iii) amend the Credit Agreement in certain respects, and the Lenders party hereto and the Administrative Agent are willing to so consent and amend the Credit Agreement on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises set forth above, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrowers, the Lenders party hereto and the Administrative Agent agree as follows:
1. Amendments. Effective as of the date first above written and subject to the satisfaction of the conditions precedent set forth in Section 2 below, the Credit Agreement shall be and hereby is amended as follows:
(a) The Aggregate Revolving Loan Commitment is hereby reduced to $900,000,000. The new Revolving Loan Commitments of the Revolving Loan Lenders, after giving effect to such reduction, are set forth on Annex I hereto.
(b) Section 1.1 of the Credit Agreement is hereby amended to delete the definition of “Senior Note Indenture” in its entirety and to replace such definition with the following definition:
“Senior Note Indenture” means each of (a) the 1990 Senior Note Indenture, (b) the 1998 Senior Note Indenture (c) the 2006 Senior Note Indenture and (d) any other indenture (i) pursuant to which the Company shall have issued senior unsecured notes or convertible notes permitted pursuant to Section 7.3(A), (ii) with respect to which the Company has complied with Section 7.3(K)(ii) and (iii) that contains a restriction on the creation of Liens, or a requirement of equal and ratable sharing of Liens, if any, that is no more restrictive than the analogous provision of the 1998 Senior Note Indenture and 2006 Senior Note Indenture, and “Senior Note Indentures” means all of the foregoing, collectively.
(c) Section 7.3(F) of the Credit Agreement is hereby amended to delete the phrase “as in effect on the Closing Date” at the end thereof and to replace such phrase with the following phrase: “as in effect on the later of the Closing Date and the date of such Senior Note Indenture”.
(d) Sections 7.4(A) and 7.4(B) of the Credit Agreement are hereby amended and restated in their entirety to read as follows:
“(A) Debt Ratio. The Company shall not permit its Debt Ratio, calculated on a consolidated basis for the Company and its Subsidiaries, to exceed (i) 5.00 to 1.00 on the last day of any fiscal quarter from the Closing Date through and including the fiscal quarter ending on or about June 30, 2008, (ii) 4.75 to 1.00 on the last day of any fiscal quarter from the fiscal quarter ending on or about September 30, 2008 through and including the fiscal quarter ending on or about December 31, 2008, (iii) 4.50 to 1.00 on the last day of any fiscal quarter from the fiscal quarter ending on or about March 31, 2009 through and including the fiscal quarter ending on or about June 30, 2009, (iv) 4.25 to 1.00 on the last day of any fiscal quarter from the fiscal quarter ending on or about September 30, 2009 through and including the fiscal quarter ending on or about June 30, 2010 and (v) 4.00 to 1.00 on the last day of any fiscal quarter thereafter.
(B) Fixed Charge Coverage Ratio. The Company shall not permit its Fixed Charge Coverage Ratio, calculated on a consolidated basis for the Company and its Subsidiaries, to be less than (i) 1.25 to 1.00 on the last day of any fiscal quarter from the Closing Date through and including the fiscal quarter ending on or about June 30, 2009 and (ii) 1.50 to 1.00 on the last day of any fiscal quarter thereafter.”
2. Conditions Precedent. This Amendment shall become effective as of the date first above written if, and only if, (a) the Administrative Agent has received (i) duly executed copies of this Amendment from the Borrowers and the Required Lenders, (ii) duly executed copies of the Reaffirmation in the form of Attachment A attached hereto from each Subsidiary Guarantor and (iii) for the ratable account of each Revolving Lender which executes and delivers its signature page hereto as and when required by the Administrative Agent, an amendment fee equal to 0.05% of such Revolving Lender’s Revolving Loan Commitment (after giving effect to the reduction thereto as contemplated hereby), (b) the Company shall have repaid in full in cash the Term Loans and (c) the Company shall have paid all fees and expenses (including, to the extent invoiced, reimbursement of fees and expenses of the Administrative Agent’s counsels) in connection with this Amendment and the other Loan Documents.
3. Representations and Warranties of the Borrowers. The Borrowers hereby represent and warrant as follows:
(a) Each Borrower has the corporate or other power and authority and legal right to execute and deliver this Amendment and to perform its obligations hereunder and under the Credit Agreement, as amended hereby. The execution and delivery by each Borrower of this Amendment, and the performance of its obligations under this Amendment and the Credit Agreement, as amended hereby, have been duly authorized by proper corporate, partnership or limited liability company proceedings (or analogous acts in the case of the Subsidiary Borrower).
(b) This Amendment and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of each Borrower enforceable against such Borrower in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, or similar laws affecting the enforcement of creditors’ rights generally.
(c) Neither the execution and delivery by the Borrowers of this Amendment, nor the consummation of the transactions contemplated herein and in the Credit Agreement, as amended hereby, nor compliance with the provisions hereof or thereof will violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Company or any of its Subsidiaries or the Company’s or any Subsidiary’s articles of incorporation or by-laws or comparable constitutive documents or the provisions of any indenture, instrument or agreement to which the Company or any of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in the creation or imposition of any Lien (other than any Lien permitted by Section 7.3(F) of the Credit Agreement) in, of or on the Property of the Company or a Subsidiary pursuant to the terms of any such indenture, instrument or agreement, except any such violation, conflict or default as would not reasonably be expected to have a Material Adverse Effect. No order, consent, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, any Governmental Authority, or any other third party, is required to authorize, or is required in connection with the execution or delivery of this Amendment or the performance of, or the legality, validity, binding effect or enforceability of, this Amendment or the Credit Agreement, as amended hereby.
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(d) Each representation and warranty by the Borrowers in Article VI of the Credit Agreement, as amended hereby, is true or correct as of the date hereof in all material respects, except to the extent that such representation or warranty expressly relates to an earlier date (in which case such representation and warranty shall be true and correct as of such earlier date).
(e) Upon the effectiveness of this Amendment, no Default or Unmatured Default exists under the terms of the Credit Agreement.
4. Reference to and Effect on the Credit Agreement
(a) Upon the effectiveness of Section 1 hereof, on and after the date hereof, each reference in the Credit Agreement to “this Credit Agreement,” “hereunder,” “hereof,” “herein” or words of like import shall mean and be a reference to the Credit Agreement, as amended hereby.
(b) Except as specifically amended above, the Credit Agreement, as amended hereby, and all other documents, instruments and agreements executed and/or delivered in connection therewith, shall remain in full force and effect, and are hereby ratified and confirmed.
(c) Except as expressly provided herein, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders, nor constitute a waiver of any provision of the Credit Agreement or any other documents, instruments and agreements executed and/or delivered in connection therewith.
5. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
6. Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.
7. Counterparts. This Amendment may be executed by one or more of the parties hereto on any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment by facsimile shall be effective as delivery of a manually executed counterpart of this Amendment.
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IN WITNESS WHEREOF, this Amendment has been duly executed and delivered on the date first above written.
ARVINMERITOR, INC., as a Borrower | |||
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By:/s/Mary A. Lehmann | |||
Name: Mary A. Lehmann |
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Title: Vice President and Treasurer |
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ARVINMERITOR FINANCE IRELAND, | |||
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By:/s/Scott E. Stevens | |||
Name: Scott E. Stevens |
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Title: Director |
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Signature Page to
Amendment No. 1 to Credit Agreement
JPMORGAN CHASE BANK, NATIONAL |
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ASSOCIATION, as Administrative Agent and as a Lender |
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By:/s/ Robert P. Kellas | |||
Name: Robert P. Kellas |
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Title: Executive Director |
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Signature Page to
Amendment No. 1 to Credit Agreement
CITICORP NORTH AMERICA, INC., |
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as a Lender |
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By:/s/ Edward D. Herko | |||
Name: Edward D. Herko |
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Title: Vice President |
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Signature Page to
Amendment No. 1 to Credit Agreement
UBS LOAN FINANCE LLC, as a Lender | ||
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By:/s/ Richard L. Tavrow | ||
Name: Richard L. Tavrow |
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Title: Director |
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By: /s/ Irja R. Orsa |
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Name: Irja R. Orsa |
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Title: Associate Director |
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Signature Page to
Amendment No. 1 to Credit Agreement
ABN AMRO BANK N.V., as a Lender | |
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By: /s/ Alexander M. Blodi | |
Name: Alexander M. Blodi | |
Title: Managing Director | |
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By:/s/ Nick Zorin | |
Name: Nick Zorin | |
Title: Assistant Vice President |
Signature Page to
Amendment No. 1 to Credit Agreement
BNP PARIBAS, as a Lender | |
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By: /s/ Curtis Price | |
Name: Curtis Price | |
Title: Managing Director | |
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By: /s/ Christopher Grumboski | |
Name: Christopher Grumboski | |
Title: Director |
Signature Page to
Amendment No. 1 to Credit Agreement
LEHMAN COMMERCIAL PAPER INC., | ||
as a Lender | ||
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By:/s/ Diane Albanese | ||
Name: Diane Albanese |
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Title: Authorized Signatory |
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Signature Page to
Amendment No. 1 to Credit Agreement
NATIONAL CITY BANK OF THE | ||
MIDWEST, as a Lender | ||
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By:/s/ Kenneth M. Blackwell | ||
Name: Kenneth M. Blackwell |
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Title: Vice President |
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Signature Page to
Amendment No. 1 to Credit Agreement
BANK OF AMERICA, N.A., as a Lender | ||
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By:/s/ Chas McDonell | ||
Name: Chas McDonell |
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Title: Senior Vice President |
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Signature Page to
Amendment No. 1 to Credit Agreement
SUNTRUST BANK, as a Lender | ||
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By:/s/ William C. Humphries | ||
Name: William C. Humphries |
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Title: Managing Director |
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Signature Page to
Amendment No. 1 to Credit Agreement
BANK OF TOKYO-MITSUBISHI UFJ | ||
TRUST COMPANY, as a Lender | ||
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By:/s/ Harumi Kambara | ||
Name: Harumi Kambara |
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Title: AVP |
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Signature Page to
Amendment No. 1 to Credit Agreement
COMERICA BANK, as a Lender | ||
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By:/s/ John M. Costa | ||
Name: John M. Costa |
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Title: First Vice President |
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Signature Page to
Amendment No. 1 to Credit Agreement
THE BANK OF NEW YORK, as a Lender | ||
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By:/s/ Kevin Higgins | ||
Name: Kevin Higgins |
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Title: Vice President |
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Signature Page to
Amendment No. 1 to Credit Agreement
BAYERISCHE LANDESBANK, |
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as a Lender |
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By:/s/ Catherine F. Schilling |
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Name: Catherine F. Schilling | ||
Title: Vice President | ||
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By: /s/ George J. Schnepf |
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Name: George J. Schnepf | ||
Title: Vice President |
Signature Page to
Amendment No. 1 to Credit Agreement
THE BANK OF NOVA SCOTIA, | ||
as a Lender | ||
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By:/s/ Christopher J. Allen | ||
Name: Christopher J. Allen |
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Title: Managing Director |
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Signature Page to
Amendment No. 1 to Credit Agreement
FIFTH THIRD BANK, as a Lender | ||
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By:/s/ Michael Blackburn | ||
Name: Michael Blackburn |
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Title: Vice President |
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Signature Page to
Amendment No. 1 to Credit Agreement
THE ROYAL BANK OF SCOTLAND PLC, | ||
as a Lender | ||
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By:/s/ Maggan Soderberg | ||
Name: Maggan Soderberg |
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Title: Vice President |
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Signature Page to
Amendment No. 1 to Credit Agreement
BANK AUSTRIA CREDITANSTALT AG, | ||
as a Lender | ||
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By:/s/ Pavel Brezina | ||
Name: Pavel Brezina |
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Title: Managing Director |
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Signature Page to
Amendment No. 1 to Credit Agreement
LANDESBANK BADEN-WUERTTEMBERG, | ||
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By:/s/ Karen Richard | ||
Name: Karen Richard |
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Title: VP & Head of Corporate Desk |
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By: /s/ Simone Ehmann |
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Name: Simone Ehmann |
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Title: Vice President |
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Signature Page to
Amendment No. 1 to Credit Agreement
THE FOOTHILL GROUP, INC., as a Lender | ||
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By:/s/ Jeff Nikora | ||
Name: Jeff Nikora |
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Title: Executive Vice President |
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Signature Page to
Amendment No. 1 to Credit Agreement
GENERAL ELECTRIC CAPITAL CORP., | ||
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By:/s/ Rebecca L. Milligan | ||
Name: Rebecca L. Milligan |
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Title: Duly Authorized Signatory |
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Signature Page to
Amendment No. 1 to Credit Agreement
ANNEX I
Revolving Loan Commitments
Lender | Revolving Loan Commitment |
JPMorgan Chase Bank, National Association | $91,836,734.69 |
Citicorp North America, Inc. | $82,653,061.22 |
BNP Paribas | $78,061,224.49 |
ABN AMRO Bank N.V. | $78,061,224.49 |
UBS Loan Finance LLC | $78,061,224.49 |
Bank of America, N.A. | $59,693,877.55 |
Lehman Commercial Paper Inc. | $55,102,040.82 |
Bank of Tokyo-Mitsubishi UFJ Trust Company | $45,918,367.35 |
The Royal Bank of Scotland PLC | $45,918,367.35 |
SunTrust Bank | $45,918,367.35 |
Bank Austria Creditanstalt AG | $44,081,632.65 |
Comerica Bank | $36,734,693.88 |
National City Bank of The Midwest | $27,551,020.41 |
Fifth Third Bank | $27,551,020.41 |
Landesbank Baden-Wuerttemberg | $22,959,183.67 |
The Bank of Nova Scotia | $22,959,183.67 |
Bayerische Landesbank | $20,204,081.63 |
The Bank of New York | $18,367,346.94 |
The Foothill Group, Inc. | $9,183,673.47 |
General Electric Capital Corp. | $9,183,673.47 |
Total | $900,000,000 |
ATTACHMENT A
Reaffirmation
dated as of February 23, 2007
Each of the undersigned hereby acknowledges receipt of a copy of the foregoing Amendment No. 1 to that certain Credit Agreement, dated as of June 23, 2006 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among ArvinMeritor, Inc., an Indiana corporation (the “Company”), ArvinMeritor Finance Ireland, the financial institutions from time to time parties thereto (the “Lenders”) and JPMorgan Chase Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”), which Amendment No. 1 is dated as of February 23, 2007 (the “Amendment”). Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Credit Agreement. Without in any way establishing a course of dealing by the Administrative Agent or any Lender, each of the undersigned reaffirms the terms and conditions of that certain Subsidiary Guaranty, dated as of June 23, 2006 (as amended, restated, supplemented or otherwise modified from time to time, including to add additional Subsidiary Guarantors, the “Subsidiary Guaranty”), by and among each of the undersigned in favor of the Administrative Agent, for the ratable benefit of the Holders of Secured Obligations, and acknowledges and agrees that the Subsidiary Guaranty and each other Loan Document executed by the undersigned in connection with the Credit Agreement remains in full force and effect and is hereby reaffirmed, ratified and confirmed. All references to the Credit Agreement contained in the above referenced documents shall be a reference to the Credit Agreement as so modified by the Amendment and as the same may from time to time hereafter be amended, modified or restated.
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IN WITNESS WHEREOF, this Reaffirmation has been duly executed and delivered on the date first above written.
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ARVINYL WEST, INC | |||
ARVIN INTERNATIONAL HOLDINGS, LLC | |||
ARVINMERITOR ASSEMBLY, LLC | |||
ARVINMERITOR BRAKE HOLDINGS, INC. | |||
ARVINMERITOR HOLDINGS MEXICO, INC. | |||
ARVINMERITOR OE, LLC | |||
ARVINMERITOR TECHNOLOGY, LLC | |||
ARVIN REPLACEMENT PRODUCTS FINANCE, LLC | |||
EUCLID INDUSTRIES, LLC | |||
GABRIEL EUROPE, INC. | |||
GABRIEL RIDE CONTROL PRODUCTS, INC. | |||
MAREMONT CORPORATION | |||
MAREMONT EXHAUST PRODUCTS, INC. | |||
MERITOR I ACQUISITION CORPORATION | |||
MERITOR HEAVY VEHICLE BRAKING SYSTEMS (U.S.A.), INC. | |||
MERITOR HEAVY VEHICLE SYSTEMS, LLC | |||
MERITOR HEAVY VEHICLE SYSTEMS (MEXICO), | |||
MERITOR HEAVY VEHICLE SYSTEMS (SINGAPORE) PTE., LTD. | |||
MERITOR HEAVY VEHICLE SYSTEMS (VENEZUELA), INC. | |||
MERITOR LIGHT VEHICLE SYSTEMS (SPAIN) INC. | |||
MERITOR MANAGEMENT CORP. | |||
MERITOR TECHNOLOGY, INC. | |||
MERITOR TRANSMISSION CORPORATION | |||
ARVINMERITOR FILTERS OPERATING CO., LLC | |||
ARVINMERITOR FILTERS HOLDING CO., LLC | |||
ARVIN TECHNOLOGIES, INC. | |||
ARVINMERITOR, INC., a Nevada corporation | |||
ARVIN INDUSTRIES FOREIGN SALES CORPORATION | |||
ARVINMERITOR EMISSIONS TECHNOLOGIES SPARTANBURG, INC. | |||
ARVINMERITOR HOLDINGS, LLC | |||
AVM, INC. | |||
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By: /s/ Mary A. Lehmann |
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Name: Mary A. Lehmann |
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Title: Vice President and Treasurer |
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Signature Page to
Reaffirmation
(Amendment No. 1 to Credit Agreement)
ARVINMERITOR B.V. | ||
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By:/s/ Hugorinus C. Nuijt |
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Name: Hugorinus C. Nuijt | ||
Title: Director | ||
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MERITOR HOLDINGS NETHERLANDS B.V. | ||
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By:/s/ Hugorinus C. Nuijt |
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Name: Hugorinus C. Nuijt | ||
Title: Director | ||
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ARVINMERITOR LIMITED | ||
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By:/s/ Rakesh Sachdev |
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Name: Rakesh Sachdev | ||
Title: Director | ||
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ARVIN EUROPEAN HOLDINGS (UK) LIMITED | ||
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By:/s/ Rakesh Sachdev |
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Name: Rakesh Sachdev | ||
Title: Director | ||
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ARVINMERITOR SWEDEN AB | ||
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By:/s/ A. Johnson |
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Name: A. Johnson | ||
Title: Director | ||
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MERITOR LUXEMBOURG S.A.R.L. | ||
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By:/s/ John A. Crable |
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Name: John A. Crable | ||
Title: Manager |
Signature Page to
Reaffirmation
(Amendment No. 1 to Credit Agreement)
IN WITNESS whereof the undersigned has executed this Reaffirmation as a deed the day and year first above written.
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EXECUTED AS A DEED by ARVIN CAYMAN ISLANDS, LTD. |
| /s/ Mary A. Lehmann | |||
| Duly Authorised Signatory | ||||
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| Name: | Mary A. Lehmann | ||
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| Title: | Treasurer | ||
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in the presence of: |
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| /s/ Bonnie Wilkinson |
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Signature of Witness |
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Name: | Bonnie Wilkinson |
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Address: | 2135 West Maple Road Troy, MI 48084 |
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Occupation: | Attorney |
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(Note: These details are to be completed in the witness's own hand writing.) |
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Signature Page to
Reaffirmation
(Amendment No. 1 to Credit Agreement)
IN WITNESS whereof the undersigned has executed this Reaffirmation as a deed the day and year first above written.
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EXECUTED AS A DEED by MERITOR CAYMAN ISLANDS, LTD. |
| /s/ Mary A. Lehmann | ||||
| Duly Authorised Signatory | |||||
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| Name: | Mary A. Lehmann | |||
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| Title: | Treasurer | |||
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in the presence of: |
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| /s/ Bonnie Wilkinson |
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Signature of Witness |
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Name: | Bonnie Wilkinson |
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Address: | 2135 West Maple Road Troy, MI 48084 |
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Occupation: | Attorney |
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(Note: These details are to be completed in the witness's own hand writing.) |
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Signature Page to
Reaffirmation
(Amendment No. 1 to Credit Agreement)
IN WITNESS whereof the undersigned has executed this Reaffirmation as a deed the day and year first above written.
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EXECUTED AS A DEED by MERITOR FINANCE CAYMAN ISLANDS, LTD. |
| /s/ Mary A. Lehmann | ||||
| Duly Authorised Signatory | |||||
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| Name: | Mary A. Lehmann | |||
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| Title: | Treasurer | |||
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in the presence of: |
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| /s/ Bonnie Wilkinson |
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Signature of Witness |
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Name: | Bonnie Wilkinson |
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Address: | 2135 West Maple Road Troy, MI 48084 |
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Occupation: | Attorney |
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(Note: These details are to be completed in the witness's own hand writing.) |
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Signature Page to
Reaffirmation
(Amendment No. 1 to Credit Agreement)