EXHIBIT 10(b)
AMENDMENT NO. 2
TO
364-DAY CREDIT AGREEMENT
This AMENDMENT NO. 2 TO 364-DAY CREDIT AGREEMENT (the
"AMENDMENT") dated as of February 1, 2002 is among ArvinMeritor, Inc., an
Indiana corporation (the "BORROWER") and the "Lenders" and the "Agents"
signatory hereto (each as defined in the "Credit Agreement" referred to below).
Defined terms used herein and not otherwise defined herein shall have the
meanings given to them in the Credit Agreement.
WHEREAS, the Borrower, the Lenders and the Agents are parties
to that certain 364-Day Credit Agreement dated as of June 27, 200l (as amended
by Amendment No. 1 thereto dated as of September 30,2001, the "CREDIT
AGREEMENT") among the Borrower, the Lenders from time to time party thereto,
Bank One, NA, in its capacity as administrative agent for itself and the other
"Lenders" under the "Credit Agreement" (each as hereinafter defined) (the
"ADMINISTRATIVE AGENT"), JP Morgan Chase Bank (successor to The Chase Manhattan
Bank), in its capacity as syndication agent for itself and the other Lenders
under the Credit Agreement (the "SYNDICATION AGENT") and Citicorp USA, Inc.,
Bank of America, N.A. and Deutsche Bank AG New York Branch (collectively, the
"DOCUMENTATION AGENTS"; the Administrative Agent, the Syndication Agent and the
Documentation Agents being referred to collectively as the "AGENTS");
WHEREAS, the Borrower has requested that the Agents and the
Lenders amend certain provisions of the Credit Agreement; and
WHEREAS, the Borrower, the Agents and the Lenders have agreed
to enter into this Amendment 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 Borrower, the Lender and the
Agents 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:
1.1. The definition of "Total Debt" set forth in Section 1.1
of the Credit Agreement is hereby deleted in its entirety and the
following new definition shall be substituted therefor:
"Total Debt" means, as of the end of any fiscal
quarter of the Borrower, (a) all Indebtedness of the Borrower
and its Subsidiaries as at such date, but excluding
Indebtedness consisting of the Borrower-obligated mandatorily
redeemable preferred capital securities, determined on a
consolidated basis, minus (b) the amount identified on the
Borrower's consolidated balance sheet as
"cash and cash equivalents" as of the last day of such fiscal
quarter, but solely to the extent that:
(i) such cash and cash equivalents exceed
$50,000,000; and
(ii) such cash and cash equivalents are not
subject to a Lien (including, without
limitation, any Lien permitted hereunder),
setoff (other than ordinary course
setoff rights of a depository bank arising
under a bank depository agreement for
customary fees, charges and other
account-related expenses due to such
depository bank thereunder), counterclaim,
recoupment, defense or other right in favor
of any Person (other than the Administrative
Agent, for the benefit of itself and the
other Lenders).
2. Conditions Precedent. This Amendment shall become effective
as of the date first above written, if, and only if the Administrative Agent has
received duly executed originals of this Amendment from the Borrower and the
Required Lenders.
3. Representations and Warranties of the Borrower. The
Borrower hereby represents and warrants as follows:
(a) The Borrower has the requisite corporate or other
organizational power and authority to execute and deliver this Amendment and the
officers of the Borrower executing this Amendment have been duly authorized to
execute and deliver the same and bind the Borrower with respect to the
provisions hereof.
(b) This Amendment and the Credit Agreement, as amended
hereby, constitute legal, valid and binding obligations of the Borrower and are
enforceable against the Borrower in accordance with their terms (except as
enforceability may be limited by bankruptcy, insolvency, or similar laws
affecting the enforcement of creditors' rights generally).
(c) Upon the effectiveness of this Amendment, the Borrower
hereby reaffirms all representations and warranties made in the Credit
Agreement, and to the extent the same are not amended hereby, agrees that all
such representations and warranties shall be deemed to have been remade as of
the date of delivery of this Amendment, unless and to the extent that any such
representation and warranty is stated to relate solely to an earlier date, in
which case such representation and warranty shall be true and correct as of such
earlier date.
(d) No Default or Unmatured Default has occurred and is
continuing under the Credit Agreement that has not been waived.
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.
2
(b) Except as specifically amended or waived 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 Agents 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 internal laws (as opposed to the conflict of
law provisions) of the State of Illinois.
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.
3
IN WITNESS WHEREOF, this Amendment has been duly executed and
delivered on the date first above written.
ARVINMERITOR, INC., as the Borrower
By: /s/ Frank A. Voltolina
---------------------------------------
Name: Frank A. Voltolina
Title: Vice President and Treasurer
LENDERS:
BANK ONE, NA (Main Office Chicago), as
Administrative Agent and a Lender
By:_______________________________________
Name:
Title:
JP MORGAN CHASE BANK (successor to THE
CHASE MANHATTAN BANK), as Syndication
Agent and a Lender
By:_______________________________________
Name:
Title:
BANK OF AMERICA, N.A., as Documentation
Agent and a Lender
By:_______________________________________
Name:
Title:
ClTICORP USA, INC., as Documentation Agent
and a Lender
By:_______________________________________
Name:
Title:
SIGNATURE PAGE TO AMENDMENT NO. 2 TO
364-DAY CREDIT AGREEMENT
IN WITNESS WHEREOF, this Amendment has been duly executed and
delivered on the date first above written.
ARVINMERITOR, INC., as the Borrower
By:_______________________________
Name:
Title:
LENDERS:
BANK ONE, NA (Main Office Chicago), as
Administrative Agent and a Lender
By:_______________________________
Name:
Title:
JP MORGAN CHASE BANK (successor to THE
CHASE MANHATTAN BANK), as Syndication
Agent and a Lender
By:_______________________________
Name:
Title:
BANK OF AMERICA, N.A., as Documentation
Agent and a Lender
By: /s/ Chas McDonell
-------------------------------
Name: Chas McDonell
Title: Managing Director
CITICORP USA, INC., as Documentation
Agent and a Lender
By:_______________________________
Name:
Title:
SIGNATURE PAGE TO AMENDMENT NO. 2 TO
364-DAY CREDIT AGREEMENT
IN WITNESS WHEREOF, this Amendment has been duly executed and
delivered on the date first above written.
ARVINMERITOR, INC., as the Borrower
By:_______________________________
Name:
Title:
LENDERS:
BANK ONE, NA (Main Office Chicago), as
Administrative Agent and a Lender
By:_______________________________
Name:
Title:
JP MORGAN CHASE BANK (successor to THE
CHASE MANHATTAN BANK), as Syndication
Agent and a Lender
By: /s/ Karen M. Sharf
-------------------------------
Name: Karen M. Sharf
Title: Vice President
BANK OF AMERICA, N.A., as Documentation
Agent and a Lender
By:_______________________________
Name:
Title:
CITICORP USA, INC., as Documentation
Agent and a Lender
By:_______________________________
Name:
Title:
SIGNATURE PAGE TO AMENDMENT NO. 2 TO
364-DAY CREDIT AGREEMENT
IN WITNESS WHEREOF, this Amendment has been duly executed and
delivered on the date first above written.
ARVINMERITOR, INC., as the Borrower
By:_______________________________
Name:
Title:
LENDERS:
BANK ONE, NA (Main Office Chicago), as
Administrative Agent and a Lender
By:_______________________________
Name:
Title:
JP MORGAN CHASE BANK (successor to THE
CHASE MANHATTAN BANK), as Syndication
Agent and a Lender
By:_______________________________
Name:
Title:
BANK OF AMERICA, N.A., as Documentation
Agent and a Lender
By:_______________________________
Name:
Title:
CITICORP USA, INC., as Documentation
Agent and a Lender
By: /s/ Bison Ike
-------------------------------
Name: Bison Ike
Title: Director
SIGNATURE PAGE TO AMENDMENT NO. 2 TO
364-DAY CREDIT AGREEMENT
DEUTSCHE BANK AG
NEW YORK BRANCH, as Documentation Agent
By: /s/ Oliver Schwartz
-------------------------------
Name: Oliver Schwartz
Title: Vice President
By: /s/ Stephan G. Peetzen
-------------------------------
Name: Stephan G. Peetzen
Title: Director
DEUTSCHE BANK AG
NEW YORK BRANCH AND/OR CAYMAN
ISLAND BRANCH, as a Lender
By: /s/ Oliver Schwartz
-------------------------------
Name: Oliver Schwartz
Title: Vice President
By: /s/ Stephan G. Peetzen
-------------------------------
Name: Stephan G. Peetzen
Title: Director
ABN AMRO BANK N.V., as a Lender
By:_______________________________
Name:
Title:
By:_______________________________
Name:
Title:
SIGNATURE PAGE TO AMENDMENT NO. 2 TO
364-DAY CREDIT AGREEMENT
DEUTSCHE BANK AG
NEW YORK BRANCH, as Documentation Agent
By:_______________________________
Name:
Title:
By:_______________________________
Name:
Title:
DEUTSCHE BANK AG
NEW YORK BRANCH AND/OR CAYMAN
ISLAND BRANCH, as a Lender
By:_______________________________
Name:
Title:
By:_______________________________
Name:
Title:
ABN AMRO BANK N.V., as a Lender
By: /s/ Laurie D. Flom
-------------------------------
Name: Laurie D. Flom
Title: Senior Vice President
By: /s/ Douglas R. Elliott
-------------------------------
Name: Douglas R. Elliott
Title: Group Vice President
SIGNATURE PAGE TO AMENDMENT NO. 2 TO
364-DAY CREDIT AGREEMENT
UBS AG, STAMFORD BRANCH, as a Lender
By: /s/ Wilfred V. Saint
-------------------------------
Name: Wilfred V. Saint
Title: Associate Director
Banking Products Services, US
By:_______________________________
Name:
Title:
COMERICA BANK, as a Lender
By:_______________________________
Name:
Title:
HSBC BANK PLC, as a Lender
By:_______________________________
Name:
Title:
MERILL LYNCH, as a Lender
By:_______________________________
Name:
Title:
SUNTRUST BANK, as a Lender
By:_______________________________
Name:
Title:
SIGNATURE PAGE TO AMENDMENT NO. 2 TO
364-DAY CREDIT AGREEMENT
UBS AG, STAMFORD BRANCH, as a Lender
By:_______________________________
Name:
Title:
By:_______________________________
Name:
Title:
COMERICA BANK, as a Lender
By: /s/ Robert M. Ramirez
-------------------------------
Name: Robert M. Ramirez
Title: AVP
HSBC BANK PLC, as a Lender
By:_______________________________
Name:
Title:
MERILL LYNCH, as a Lender
By:_______________________________
Name:
Title:
SUNTRUST BANK, as a Lender
By:_______________________________
Name:
Title:
SIGNATURE PAGE TO AMENDMENT NO. 2 TO
364-DAY CREDIT AGREEMENT
UBS AG, STAMFORD BRANCH, as a Lender
By:_______________________________
Name:
Title:
By:_______________________________
Name:
Title:
COMERICA BANK, as a Lender
By:_______________________________
Name:
Title:
HSBC BANK PLC, as a Lender
By: /s/ G.R. Thomas
-------------------------------
Name: G.R. Thomas
Title: Global Relationship Manager
MERILL LYNCH, as a Lender
By:_______________________________
Name:
Title:
SUNTRUST BANK, as a Lender
By:_______________________________
Name:
Title:
SIGNATURE PAGE TO AMENDMENT NO. 2 TO
364-DAY CREDIT AGREEMENT
UBS AG, STAMFORD BRANCH, as a Lender
By:_______________________________
Name:
Title:
By:_______________________________
Name:
Title:
COMERICA BANK, as a Lender
By:_______________________________
Name:
Title:
HSBC BANK PLC, as a Lender
By:_______________________________
Name:
Title:
MERRILL LYNCH, as a Lender
By: /s/ Carol J.E. Feeley
-------------------------------
Name: Carol J.E. Feeley
Title: Vice President
Merrill Lynch Capital Corp.
SUNTRUST BANK, as a Lender
By:_______________________________
Name:
Title:
SIGNATURE PAGE TO AMENDMENT NO. 2 TO
364-DAY CREDIT AGREEMENT
UBS AG, STAMFORD BRANCH, as a Lender
By:_______________________________
Name:
Title:
By:_______________________________
Name:
Title:
COMERICA BANK, as a Lender
By:_______________________________
Name:
Title:
HSBC BANK PLC, as a Lender
By:_______________________________
Name:
Title:
MERRILL LYNCH, as a Lender
By:_______________________________
Name:
Title:
SUNTRUST BANK, as a Lender
By: /s/ William C. Humphries
-------------------------------
Name: William C. Humphries
Title: Director
SIGNATURE PAGE TO AMENDMENT NO. 2 TO
364-DAY CREDIT AGREEMENT
TORONTO DOMINION (TEXAS), INC., as a
Lender
By: /s/ Jill Hall
-------------------------------
Name: Jill Hall
Title: Vice President
KEYBANK NATIONAL ASSOCIATION, as a
Lender
By:_______________________________
Name:
Title:
BANCA NAZIONALE DEL LAVORO, S.p.A.,
New York Branch, as a Lender
By:_______________________________
Name:
Title:
THE BANK OF NEW YORK, as a Lender
By:_______________________________
Name:
Title:
BANK OF TOKYO-MITSUBISHI TRUST
COMPANY, as a Lender
By:_______________________________
Name:
Title:
SIGNATURE PAGE TO AMENDMENT NO. 2 TO
364-DAY CREDIT AGREEMENT
TORONTO DOMINION (TEXAS), INC., as a
Lender
By:_______________________________
Name:
Title:
KEYBANK NATIONAL ASSOCIATION, as a
Lender
By:_______________________________
Name:
Title:
BANCA NAZIONALE DEL LAVORO, S.p.A.,
New York Branch, as a Lender
By: /s/ Juan Cortes
-------------------------------
Name: Juan Cortes
Title: Vice President
By: /s/ Leonardo Valentini
-------------------------------
Name: Leonardo Valentini
Title: First Vice President
THE BANK OF NEW YORK, as a Lender
By:_______________________________
Name:
Title:
BANK OF TOKYO-MITSUBISHI TRUST
COMPANY, as a Lender
By:_______________________________
Name:
Title:
SIGNATURE PAGE TO AMENDMENT NO. 2 TO
364-DAY CREDIT AGREEMENT
TORONTO DOMINION (TEXAS), INC., as a
Lender
By:_______________________________
Name:
Title:
KEYBANK NATIONAL ASSOCIATION, as a
Lender
By:_______________________________
Name:
Title:
BANCA NAZIONALE DEL LAVORO, S.p.A.,
New York Branch, as a Lender
By:_______________________________
Name:
Title:
THE BANK OF NEW YORK, as a Lender
By: /s/ Joshua Feldman
-------------------------------
Name: Joshua Feldman
Title: Vice President
BANK OF TOKYO-MITSUBISHI TRUST
COMPANY, as a Lender
By:_______________________________
Name:
Title:
SIGNATURE PAGE TO AMENDMENT NO. 2 TO
364-DAY CREDIT AGREEMENT
TORONTO DOMINION (TEXAS), INC., as
a Lender
By:_______________________________
Name:
Title:
KEYBANK NATIONAL ASSOCIATION, as a
Lender
By:_______________________________
Name:
Title:
BANCA NAZIONALE DEL LAVORO, S.p.A.,
New York Branch, as a Lender
By:_______________________________
Name:
Title:
THE BANK OF NEW YORK, as a Lender
By:_______________________________
Name:
Title:
BANK OF TOKYO-MITSUBISHI TRUST
COMPANY, as a Lender
By: /s/ Friedrich N. Wilms
-------------------------------
Name: Friedrich N. Wilms
Title: Global Relationship Manager
SIGNATURE PAGE TO AMENDMENT NO. 2 TO
364-DAY CREDIT AGREEMENT
BAYERISCHE LANDESBANK
GIROZENTRALE, CAYMAN ISLANDS
BRANCH, as a Lender
By: /s/ Hereward Drummond
-------------------------------
Name: Hereward Drummond
Title: Senior Vice President
By: /s/ James M. Bolye
-------------------------------
Name: James M. Bolye
Title: Vice President
CREDIT LYONNAIS NEW YORK BRANCH, as
a Lender
By:_______________________________
Name:
Title:
THE INDUSTRIAL BANK OF JAPAN,
LIMITED, CHICAGO BRANCH, as a Lender
By:_______________________________
Name:
Title:
LLOYDS TSB BANK plc, as a Lender
By:_______________________________
Name:
Title:
By:_______________________________
Name:
Title:
SIGNATURE PAGE TO AMENDMENT NO. 2 TO
364-DAY CREDIT AGREEMENT
BAYERISCHE LANDESBANK
GIROZENTRALE, CAYMAN ISLANDS
BRANCH, as a Lender
By:_______________________________
Name:
Title:
By:_______________________________
Name:
Title:
CREDIT LYONNAIS NEW YORK BRANCH, as
a Lender
By: /s/ Guido Van Hauwermeiren
-------------------------------
Name: Guido Van Hauwermeiren
Title: Authorized Signature
THE INDUSTRIAL BANK OF JAPAN,
LIMITED, CHICAGO BRANCH, as a Lender
By:_______________________________
Name:
Title:
LLOYDS TSB BANK plc, as a Lender
By:_______________________________
Name:
Title:
By:_______________________________
Name:
Title:
SIGNATURE PAGE TO AMENDMENT NO. 2 TO
364-DAY CREDIT AGREEMENT
BAYERISCHE LANDESBANK
GIROZENTRALE, CAYMAN ISLANDS
BRANCH, as a Lender
By:_______________________________
Name:
Title:
By:_______________________________
Name:
Title:
CREDIT LYONNAIS NEW YORK BRANCH, as
a Lender
By:_______________________________
Name:
Title:
THE INDUSTRIAL BANK OF JAPAN,
LIMITED, CHICAGO BRANCH, as a Lender
By: /s/ Walter R. Wolff
-------------------------------
Name: Walter R. Wolff
Title: Joint General Manager and Group Head
LLOYDS TSB BANK plc, as a Lender
By:_______________________________
Name:
Title:
By:_______________________________
Name:
Title:
SIGNATURE PAGE TO AMENDMENT NO. 2 TO
364-DAY CREDIT AGREEMENT
MELLON BANK, N.A., as a Lender
By:_______________________________
Name:
Title:
NATIONAL CITY BANK OF INDIANA, as a
Lender
By: /s/ David McNeely
-------------------------------
Name: David McNeely
Title: Corporate Banking Officer
By:_______________________________
Name:
Title:
MERITA BANK PLC, as a Lender
By:_______________________________
Name:
Title:
By:_______________________________
Name:
Title:
SIGNATURE PAGE TO AMENDMENT NO. 2 TO
364-DAY CREDIT AGREEMENT
MELLON BANK, N.A., as a Lender
By:_______________________________
Name:
Title:
NATIONAL CITY BANK OF INDIANA, as a
Lender
By:_______________________________
Name:
Title:
By:_______________________________
Name:
Title:
NORDEA BANK FINLAND PLC (formerly
MERITA BANK PLC), as a Lender
By: /s/ Charles J. Lansdown
-------------------------------
Name: Charles J. Lansdown
Title: Senior Vice President
By: /s/ Ulf Forsstrom
-------------------------------
Name: Ulf Forsstrom
Title: Vice President
SIGNATURE PAGE TO AMENDMENT NO. 2 TO
364-DAY CREDIT AGREEMENT