EXHIBIT 4-b to 8-K
ARVINMERITOR, INC.
Excerpt from the Minutes of a Meeting of the
Offering Committee of the Board of Directors
June 26. 2002
RESOLVED, that the Corporation create a series of 6-5/8 % Notes due
June 15, 2007 in an initial aggregate principal amount of $200 million
(the "Notes"), which shall be entitled the ArvinMeritor, Inc. 6-5/8% Notes
due June 15, 2007, 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 1,200l 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 July 1, 2002, semiannually on December
15 and June 15 of each year, beginning December 15,2002; 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
3.05of 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, that 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 $200 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 $200 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 a group of underwriters led by Deutsche Bank
Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated
(the "Underwriters") for the purchase 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 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 99.684% of the principal amount thereof, plus accrued interest, if any,
from July 1, 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 98.309% of the principal amount
thereof, plus accrued interest, if any, from July 1, 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.
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