EXHIBIT 4-a to 8-K
FORM OF GLOBAL CERTIFICATE
EVIDENCING THE NOTES
UNLESS THIS CERTIFICATE IS PRESENTED 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 $200,000,000
REGISTERED CUSIP 043353 AB7
ARVINMERITOR, INC.
6 5/8% Notes due 2007
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 TWO HUNDRED MILLION ($200,000,000) on June 15, 2007 and to pay
interest, semi-annually in arrears on June 15 and December 15 of each year
(each, an "Interest Payment Date"), commencing December 15, 2002, on said
principal sum at the rate of 6 5/8% per annum, from the most recent Interest
Payment Date to which interest has been paid or,if no interest has been paid,
from July 1,2002, 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 June 1 or December 1,
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: July 1,2002 ARVINMERITOR, INC
By
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S. Carl Soderstrom, Jr.
Senior Vice President and
Chief Financial Officer
[Corporate Seal]
Attest
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Bonnie Wilkinson
Vice President and Secretary
TRUSTEE'S CERTIFICATE OF
AUTHENTICATION
BNY Midwest Trust Company, as Trustee,
certifies that this is one of the
Securities of the series referred to
in the within-mentioned Indenture.
By
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Authorized Officer
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ARVINMERITOR, INC.
6 5/8% Notes due June 15,2007
This Security is one of a duly authorized issue of Securities of the
Company designated as its 6 `/g% Notes due June 15,2007 (Securities of such
series being hereinafter called the "Securities"), limited in initial aggregate
principal amount to $200,000,000, issued under an Indenture dared as of April
1,1998, as supplemented by the First Supplemental Indenture dated as of July
7,200O (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 40 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.
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"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 Age&' means Deutsche Bank Securities Inc. or Merrill
Lynch, Pierce, Fenner & Smith Incorporated or another Reference Treasury Dealer
appointed by the Company.
"Reference Treasury Dealer" means (i) each of Deutsche Bank
Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated or their
affiliates and their respective successors, plus three other primary U.S.
Government securities dealers in New York City (each, a "Primary Treasury
Dealer") selected by the Trustee; PROVIDED, HOWEVER, that if any of the
foregoing shall cease to be 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 500 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)
sufficient money 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.
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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 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
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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.
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.
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FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and
transfer(s) unto
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PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
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(Please print or typewrite name and address
including postal zip code of assignee)
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the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints
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Attorney to transfer said Note on the books of the Company, with full power of
substitution in the premises.
Dated:
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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.