Exhibit 4-a
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE "DEPOSITARY") (55 WATER
STREET, NEW YORK, NEW YORK), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITARY, AND ANY PAYMENT HEREON IS MADE TO CEDE & CO.
OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.
UNLESS AND UNTIL THIS CERTIFICATE IS EXCHANGED IN WHOLE OR IN PART FOR
CERTIFICATES IN DEFINITIVE REGISTERED FORM, THIS CERTIFICATE MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE (A) BY THE DEPOSITARY TO A NOMINEE THEREOF OR (B)
BY A NOMINEE THEREOF TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR
(C) BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR NOMINEE
OF SUCH SUCCESSOR DEPOSITARY.
SEE REVERSE FOR CERTAIN DEFINITIONS
NUMBER 1 $ 400,000,000
REGISTERED CUSIP 043353AA9
ARVINMERITOR, INC.
8 3/4% Notes due 2012
ArvinMeritor, Inc., a corporation duly organized and existing
under the laws of the State of Indiana (herein referred to as the "Company"),
for value received, hereby promises to pay to Cede & Co. or registered assigns,
the principal sum of FOUR HUNDRED MILLION DOLLARS ($400,000,000) on March 1,
2012 and to pay interest, semi-annually in arrears on March 1 and September 1 of
each year (each, an "Interest Payment Date"), commencing September 1, 2002, on
said principal sum at the rate of 8 3/4% per annum, from the most recent
Interest Payment Date to which interest has been paid or, if no interest has
been paid, from February 26, 2002, until payment of said principal sum has been
made. The interest so payable on any Interest Payment Date will, subject to
certain exceptions provided in the Indenture referred to on the reverse hereof,
be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the February 15 or August
15, as the case may be, next preceding such Interest Payment Date. The amount of
interest payable will be computed on the basis of a 360-day year of twelve
30-day months. The principal of and interest on this Security are payable in
such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts at the office or agency of the Company in the Place of Payment,
and at such other locations as the Company may from time to time designate. Any
interest not punctually paid or duly provided for shall be payable as provided
in said Indenture.
Reference is made to the further provisions of this Security
set forth on the reverse hereof. Such further provisions shall for all purposes
have the same effect as though fully set forth at this place.
Unless the certificate of authentication hereon has been
executed by the Trustee by the manual signature of one of its authorized
officers, this Security shall not be entitled to any benefit under the
Indenture, or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, THE COMPANY HAS CAUSED THIS INSTRUMENT TO
BE DULY EXECUTED UNDER ITS CORPORATE SEAL.
Dated: February 26, 2002 ARVINMERITOR, INC.
By____________________________
S. Carl Soderstrom
Senior Vice President and
Chief Financial Officer
[Corporate Seal]
Attest_________________________
Bonnie Wilkinson
Corporate Secretary
TRUSTEE'S CERTIFICATE OF
AUTHENTICATION
BNY Midwest Trust Company, as Trustee,
certifies that this is one of the Securities
of the series designated therein referred to
in the within-mentioned Indenture.
By________________________________
Authorized Officer
Dated:_____________________
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ARVINMERITOR, INC.
8 3/4% NOTES DUE MARCH 1, 2012
This Security is one of a duly authorized issue of Securities
of the Company designated as its 8 3/4% Notes due March 1, 2012 (Securities of
such series being hereinafter called the "Securities"), limited in initial
aggregate principal amount to $ 400,000,000, issued under an Indenture dated as
of April 1, 1998, as supplemented by the First Supplemental Indenture dated as
of July 7, 2000 (hereinafter called the "Indenture"), between the Company (as
successor to Meritor Automotive, Inc.) and BNY Midwest Trust Company, as Trustee
(as successor trustee to The Chase Manhattan Bank, hereinafter called the
"Trustee", which term includes any successor trustee under the Indenture with
respect to the Securities of this series), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights thereunder of the Company, the Trustee and any Holder of the Securities,
and the terms upon which the Securities are, and are to be, authenticated and
delivered.
Except as otherwise provided in the Indenture, this Security
will be issued in global form only registered in the name of the Depositary or
its nominee. This Security will not be issued in definitive form, except as
otherwise provided in the Indenture, and ownership of this Security shall be
maintained in book-entry form by the Depositary for the accounts of
participating organizations of the Depositary.
No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and
interest on this Security at the times, place and rate, and in the coin and
currency, herein prescribed.
Securities will be redeemable in whole or in part, at the
option of the Company at any time prior to maturity, on not less than 30 or more
than 60 days' notice mailed to Holders thereof, at a Redemption Price equal to
the greater of (i) 100% of the principal amount of the Securities being redeemed
and (ii) as determined by the Quotation Agent (as defined below), the sum of the
present values of the remaining scheduled payments of principal and interest
(not including any portion of those payments of interest accrued as of the date
of redemption) discounted to the date of redemption on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Adjusted
Treasury Rate (as defined below) plus 50 basis points plus, in each case,
accrued interest to the date of redemption.
"Adjusted Treasury Rate" means, with respect to any date of
redemption, the rate per annum equal to the semi-annual equivalent yield to
maturity of the Comparable Treasury Issue, assuming a price for the Comparable
Treasury issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for the date of redemption.
"Business Day" means any calendar day that is not a Saturday,
Sunday or legal holiday in New York, New York and on which commercial banks are
open for business in New York, New York.
3
"Comparable Treasury issue" means the United States Treasury
security selected by the Quotation Agent as having a maturity comparable to the
remaining term of the Securities to be redeemed that would be utilized, at the
time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of those Securities.
"Comparable Treasury Price" means, with respect to any date of
redemption, (i) the average of the Reference Treasury Dealer Quotations for the
date of redemption, after excluding the highest and lowest Reference Treasury
Dealer Quotations, or (ii) if the Trustee obtains fewer than three Reference
Treasury Dealer Quotations, the average of all such Reference Treasury Dealer
Quotations.
"Quotation Agent" means J.P. Morgan Securities Inc. or Salomon
Smith Barney Inc. or another Reference Treasury Dealer appointed by the Company.
"Reference Treasury Dealer" means (i) each of J.P. Morgan
Securities Inc. and Salomon Smith Barney Inc. and their respective successors,
provided, however, that if any of the foregoing shall cease to be a primary U.S.
Government securities dealer in New York City (a "Primary Treasury Dealer"), the
Company shall substitute another Primary Treasury Dealer, and (ii) any other
Primary Treasury Dealer selected by the Company.
"Reference Treasury Dealer Quotations" means, with respect to
each Reference Treasury Dealer and any date of redemption, the average, as
determined by the Trustee, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by that Reference Treasury Dealer at 5:00 p.m.,
New York City time, on the third Business Day preceding the date of redemption.
On and after the Redemption Date, interest will cease to
accrue on the Securities or any portion thereof called for redemption if the
Company has complied with the provisions of the following sentence. On or before
any Redemption Date, the Company shall deposit with a Paying Agent (or the
Trustee) money sufficient to pay the Redemption Price of and accrued interest on
the Securities to be redeemed on such date. If less than all the Securities are
to be redeemed, the Securities to be redeemed shall be selected by the Trustee
by such method as the Trustee shall deem fair and appropriate.
As provided in the Indenture and subject to certain
limitations therein set forth, this Security may be registered for transfer on
the Security Register of the Company, upon surrender of this Security for
registration of transfer at the office or agency of the Company in the Place of
Payment, and at such other locations as the Company may from time to time
designate, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Company and the Security Registrar duly executed by,
the Holder hereof or the Holder's attorney duly authorized in writing, and
thereupon one or more new Securities, of authorized denominations and for the
same aggregate principal amount, will be issued to the designated transferee or
transferees.
The Securities are issuable only as Registered Securities
without coupons in the denominations of $1,000 and any integral multiple
thereof. As provided in the Indenture, and
4
subject to certain limitations therein set forth, Securities are exchangeable
for a like aggregate principal amount of Securities of different authorized
denominations, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
Prior to due presentment for registration of transfer of this
Security, the Company, the Trustee, the Security Registrar, the Paying Agent and
any agent of any one thereof may treat the Person in whose name this Security is
registered as the owner hereof for all purposes, whether or not this Security be
overdue, and neither the Company, the Trustee, the Security Registrar, the
Paying Agent nor any such agent shall be affected by notice to the contrary.
The Company may from time to time, without notice to or the
consent of the registered holders of the Securities, create and issue further
notes ranking equally and ratably with the Securities in all respects (or in all
respects except for the payment of interest accruing prior to the issue date of
such further notes or except for the first payment of interest following the
issue date of such further notes), so that such further notes shall be
consolidated and form a single series with the Securities and shall have the
same terms as to status, redemption or otherwise as the Securities.
If an Event of Default, as defined in the Indenture, with
respect to the Securities shall occur, the principal of all the Securities may
be declared due and payable in the manner and with the effect provided in the
Indenture.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company with respect to the Securities and the rights of the
Holders of the Securities under the Indenture at any time by the Company with
the consent of the Holders of not less than a majority in aggregate principal
amount of the Securities at the time Outstanding. The Indenture also contains
provisions permitting the Holders of specified percentages in aggregate
principal amount of the Securities at the time Outstanding, on behalf of the
Holders of all the Securities, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Security
shall be conclusive and binding upon such Holder and upon all future Holders of
this Security and of any Security issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof whether or not a notation of
such consent or waiver is made upon this Security.
No recourse shall be had for the payment of the principal of
or the interest on this Security, or for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Indenture or any indenture
supplemental thereto, against any incorporator, stockholder, officer or
director, as such, past, present or future, of the Company or any successor
corporation, whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise, all such liability
being, by the acceptance hereof and as part of the consideration for the issue
hereof, expressly waived and released.
5
The Company at its option, subject to the terms and conditions
contained in the Indenture, (a) will be discharged from any and all obligations
in respect of the Securities (except for certain obligations to register the
transfer and exchange of such Securities, to replace mutilated, destroyed, lost
or stolen Securities, to compensate, reimburse and indemnify the Trustee, to
maintain an office or agency with respect to the Securities and to hold moneys
for payment in trust) or (b) may omit to comply with certain restrictive
covenants contained in the Indenture, in each case upon irrevocable deposit with
the Trustee in trust of money or U.S. government securities (as described in the
Indenture) or a combination thereof, which through the payment of interest and
principal in respect thereof in accordance with their terms will provide money
in an amount sufficient to discharge the principal of and interest on such
Securities on the Stated Maturity of such principal or interest.
This Security shall be governed and construed in accordance
with the internal laws of the State of New York, without regard to its conflicts
of law principles.
Except as otherwise defined herein, all terms used in this
Security which are defined in the Indenture shall have the meanings assigned to
them in the Indenture.
Customary abbreviations may be used in the name of a holder of
Securities or an assignee, such as TEN COM (=tenants in common), TEN ENT
(=tenants by the entireties), JT TEN (=joint tenants with right of survivorship
and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to
Minors Act). Additional abbreviations may also be used though not in the above
list.
6
FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s)
and transfer(s) unto
________________________________________________________________________________
________________________________________________________________________________
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name and address
including postal zip code of assignee)
________________________________________________________________________________
the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints
________________________________________________________________________________
Attorney to transfer said Note on the books of the Company, with full power of
substitution in the premises.
Dated: ___________________
_______________________________
NOTICE: The signature to this
assignment must correspond with
the name as written upon the
face of the within instrument
in every particular, without
alteration or enlargement or
any change whatever.