EXHIBIT 4-B
ARVINMERITOR, INC.
Excerpt from the Minutes of a Meeting of the
Offering Committee of the Board of Directors
February 21, 2002
RESOLVED, that the Corporation create a series of 8 3/4% Notes due March 1,
2012 in an initial aggregate principal amount of $400 million (the "Notes"),
which shall be entitled the ArvinMeritor, Inc. 8 3/4% Notes due March 1, 2012,
to be issued under an indenture dated as of April 1, 1998, as supplemented by
the First Supplemental Indenture, dated as of July 7, 2000 (collectively, the
"Indenture"), between the Corporation and BNY Midwest Trust Company (as
successor to The Chase Manhattan Bank pursuant to the Instrument of Resignation,
Appointment and Acceptance dated as of October 1, 2001 by and among the
Corporation, The Chase Manhattan Bank and BNY Midwest Trust Company) as Trustee
(the "Trustee"); and further
RESOLVED, that interest will be payable on the Notes at the rate per annum
stated in their title, from February 26, 2002, semiannually on March 1 and
September 1 of each year, beginning September 1, 2002; and further
RESOLVED, that the Notes shall be issuable in fully registered form in such
denominations as the officers of the Corporation shall determine to issue, such
determination to be evidenced by the execution and delivery thereof; and further
RESOLVED, that the initial issuance of the Notes be in the form of one or
more global securities, in fully registered form issued to The Depository Trust
Company or its nominee ("DTC"), and that beneficial holders of the Notes shall
not receive certificates for the Notes representing their ownership interest in
the Notes, except under the circumstances described in the seventh and eighth
paragraphs of Section 3.05 of the Indenture; and further
RESOLVED, that the principal of (and premium if any) and interest on the
Notes will be payable at the option of the Corporation (i) by the Trustee, as
Paying agent, at an office of the Trustee located in the borough of Manhattan in
the City of New York, (ii) with respect to Notes in global, book-entry form, by
the Corporation directly to DTC or other depositary for the Notes for the
benefit of direct participants in DTC's or such other depositary's book-entry
system or (iii) if the Notes are issued in definitive registered form, by the
Corporation, at the Corporation's option, directly by check mailed to the record
holders of the Notes (in the case of payment of principal or any related
premium, against surrender of such Notes) or, with respect to payment of
interest only on such Notes and at the Corporation's option, by transfer to an
account maintained by the payee inside the United States; and further
RESOLVED, that the provisions of Sections 4.03 and 10.09 of the Indenture
with respect to defeasance of the Notes be, and they hereby are, made
applicable to the Notes; and further
RESOLVED, that the Notes shall have such other terms and provisions
including provisions for the redemption thereof at the option of the
Corporation, and shall be in the form previously provided to this Committee and
hereby ordered filed with the supporting records for this meeting as Exhibit A,
which form is hereby approved; provided that such form of the Notes may
incorporate such changes, omissions or insertions therein as may be approved by
any officer of the Corporation authorized by the following resolution executing
the same, such officer's execution and delivery thereof to be conclusive
evidence of such approval; and further
RESOLVED, the Chairman of the Board and Chief Executive Officer, the Senior
Vice President and Chief Financial Officer and the Vice President and Treasurer
of the Corporation be, and each of them acting individually hereby is,
authorized and empowered to execute in the name and on behalf of the
Corporation, and the Secretary and the Assistant Secretaries of the Corporation
be, and each of them acting individually hereby is, authorized and empowered to
affix and attest the seal of the Corporation (which seal may be in the form of a
facsimile of the seal of the Corporation) to $400 million aggregate principal
amount of Notes (and Notes authenticated and delivered by the Trustee upon
registration of transfer of, or in exchange for, or in lieu of, other Notes
pursuant to Sections 3.04, 3.05, 3.06, 9.06 or 11.08 of the Indenture); provided
that the signature of any such officer may be a facsimile signature imprinted or
otherwise reproduced, and that the Corporation for such purpose hereby adopts as
binding upon it the facsimile signature on any Note of the present and any
future Chairman of the Board and Chief Executive Officer, Senior Vice President
and Chief Financial Officer, Vice President and Treasurer, Secretary, Assistant
Secretary or other officer of the Corporation, notwithstanding that at the time
Notes shall be authenticated or delivered such officer shall have ceased to
hold such office, and of any person who shall subsequently hold any such office
notwithstanding that he had not yet been installed in such office at the date
of such Note; and further
RESOLVED, that the officers of the Corporation be, and each of them hereby
is, authorized and empowered to cause $400 million aggregate principal amount
of Notes to be delivered to the Trustee for authentication; and further
RESOLVED, that upon the written order of the Corporation requesting the
Trustee to authenticate and deliver the Notes as provided in the Indenture, the
Trustee be, and it hereby is, authorized to cause the Notes to be authenticated
and delivered for and on behalf of the Corporation against payment by the
Underwriters of the Purchase Price (each as hereinafter defined); and further
RESOLVED, that, for purposes of the definition of Principal Property in
Section 1.01 of the Indenture, any real property (including buildings and other
improvements) of the Corporation or any Restricted Subsidiary (as defined in
the Indenture) whether currently owned or hereafter acquired (other than any
property hereafter acquired for the control or abatement of atmospheric
pollutants or contaminants of water, noise, odor or other pollution, or for
purposes of developing a cogeneration facility or a small power production
facility as such terms are defined in the Public Utility Regulatory Policies
Act of 1978, as amended), which has, at the date of any determination, a book
value in excess of 2.5% of Consolidated Net Tangible Assets (as defined in the
Indenture) shall be deemed to be of material importance to the total business
conducted by the Corporation and its Registered Subsidiaries as a whole; and
further
RESOLVED, that the officers of the Corporation be, and each of them
hereby is, authorized and empowered for and on behalf of the Corporation to
accept the proposal of J.P. Morgan Securities Inc., Salomon Smith Barney Inc.,
Banc One Capital Markets, Inc., ABN AMRO Incorporated, UBS Warburg LLC,
Comerica Securities, Inc., SunTrust Capital Markets, Inc., BNY Capital Markets,
Inc., TD Securities (USA) Inc. and Tokyo-Mitsubishi International plc (the
"Underwriter") for the purpose of the Notes from the Corporation; and further
RESOLVED, that the form of Underwriting Agreement to be entered into
between the Corporation and the Underwriters, as underwriters and as
representatives of any other underwriters purchasing Notes from the Corporation
as may be named in the definitive Underwriting Agreement, in connection with
the sale of the Notes, a copy of which was previously provided to this
Committee and is hereby ordered filed with the supporting records for this
meeting as EXHIBIT B, be, and it hereby is, approved; and that the officers of
the Corporation be, and each of them hereby is, authorized and empowered, in
the name and on behalf of the Corporation, to execute and deliver an
Underwriting Agreement substantially in such form, with such changes or
additions thereto or omissions therefrom as the officer executing the same shall
approve, such approval to be therefrom as the officer executing the same shall
approve, such approval to be conclusively evidenced by such officer's execution
and delivery thereof, and to take or cause to be taken all such actions as any
such officer may deem appropriate to perform such Underwriting Agreement; and
further
RESOLVED, that the initial public offering price of the Notes shall be
100% of the principal amount thereof, plus accrued interest, if any, from
February 26, 2002 to the date of delivery; and further
RESOLVED, that the price to be paid to the Corporation by the Underwriters
for the Notes shall be 98.625% of the principal amount thereof, plus accrued
interest, if any, from February 26, 2002 to the date of delivery (the "Purchase
Price"); and further
RESOLVED, that the Board of Directors of the Corporation or the Offering
Committee may in the future and in their sole discretion resolve to authorize
the creation and issuance of additional debt securities of the Corporation
ranking equally and ratably with the Notes in all respects, so that such
further debt securities will be consolidated and form a single series with the
Notes and will have the same terms as to status, redemption or otherwise as the
Notes; and further
RESOLVED, that the officers of the Corporation be, and each of them hereby
is, authorized and empowered to take or cause to be taken such actions and to
execute and deliver or caused to be executed and delivered all such
documents, certificates, instruments and assurances (including, with
limitation, a letter of representations to the DTC, closing certificates and
other documents, any other documents required to be delivered pursuant to the
Underwriting Agreement, completing and filing with the Securities and Exchange
Commission the prospectus supplement and, if required, the prospectus relating
to the Notes), to make payment of fees and expenses and to take all such other
steps as any of them may deem appropriate to carry out the intent and purpose
of the foregoing resolutions and the resolutions of the Board of Directors of
the Corporation adopted on April 11, 2001.