EXHIBIT 10(d)
FIRST AMENDMENT TO
AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT
THIS FIRST AMENDMENT, dated as of March 25, 2002 (as amended, restated
or otherwise modified from time to time, the "Amendment"), to the AMENDED AND
RESTATED PURCHASE AND SALE AGREEMENT, dated as of September 27, 2001 (the
"Agreement"), is among GABRIEL RIDE CONTROL PRODUCTS, INC., a Delaware
corporation, MAREMONT EXHAUST PRODUCTS, INC., a Delaware corporation, PUROLATOR
PRODUCTS NA, INC., a Delaware corporation, MERITOR HEAVY VEHICLE SYSTEMS, LLC, a
Delaware limited liability company, MERITOR HEAVY VEHICLE SYSTEMS (USA), INC., a
Delaware corporation, EUCLID INDUSTRIES, LLC, a Delaware limited liability
company, ARVINMERITOR OE, LLC, a Delaware limited liability company ("AOE")
(each an "Originator" and collectively, the "Originators"), ARVINMERITOR
RECEIVABLES CORPORATION, a Delaware corporation ("Buyer"), ROLL COATER, INC., an
Indiana corporation ("Roll Coater") and ABN AMRO Bank N.V. (the "Agent").
WITNESSETH
WHEREAS, the Originators (Arvin Exhaust LLC and Meritor Light Vehicle
Systems, Inc. were originally Originators but were subsequently merged into AOE)
and the Buyer have previously entered into the Agreement pursuant to which the
Originators agreed to sell to Buyer, and Buyer agreed to buy from each of the
Originators, all of the Receivables, all Related Security, Lock-Box Accounts and
all proceeds thereof generated by each such Originator;
WHEREAS, pursuant to the Agreement, Buyer has transferred to ABN AMRO
Bank N.V. as agent for the Conduit Purchasers and the Committed Purchasers all
of Buyer's right, title and interest in and to the Agreement, including, without
limitation, interests in the Receivables sold to Buyer pursuant thereto;
WHEREAS, the parties hereto desire to add Roll Coater, Inc. ("Roll
Coater") as an Originator under the Agreement effective as of March 25, 2002.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound, agree as follows:
Section 1. Defined Terms. Unless otherwise amended by the terms of this
Agreement, terms used in this Amendment shall have the meanings assigned in the
Agreement.
Section 2. Amendments to Agreement. (a) As contemplated by Section 8.1
of the Agreement, each of the parties hereto agrees that effective as of March
25, 2002 (the "Effective Date"), Roll Coater agrees to sell, transfer, assign,
set over and otherwise convey to Buyer, and Buyer agrees to purchase from Roll
Coater, all Receivables, all Related Security, Lock-Box Accounts and all
proceeds thereof originated by Roll Coater.
(b) From and after the Effective Date, the term "Originator" shall be
amended to (i) include Roll Coater and (ii) exclude Arvin Exhaust LLC and
Meritor Light Vehicle Systems, Inc. In addition, from and after the Effective
Date, Roll Coater agrees to be bound by all of the terms and conditions
applicable to an Originator contained in the Agreement and the other Transaction
Documents.
(c) In connection with the execution of this Amendment, Roll Coater and
the Buyer agree to deliver each of the documents set forth in Section 7.1 of the
Second Tier Agreement, to the extent that such documents are applicable.
(d) In connection with the execution and delivery of this Amendment,
Roll Coater hereby makes, with respect to itself, the representations and
warranties set forth in Section 4.1 of the Agreement. The state of organization
of Roll Coater is the State of Indiana. The chief executive office of Roll
Coater is located at 8440 Woodfield Crossing Blvd. 2, Suite 400, Indianapolis,
Indiana 46240 with a mailing address at 8440 Woodfield Crossing Blvd. 2, Suite
400, Indianapolis, Indiana 46240 and has not been located in any other state
besides Indiana since June 23, 1952. Roll Coater has no trade names and has not
conducted business under any other name.
Section 3. Effectiveness of Agreement. Except as expressly amended by
the terms of this Amendment, all terms and conditions of the Agreement, as
amended, shall remain in full force and effect.
Section 4. Execution in Counterparts, Effectiveness. This Amendment may
be executed by the parties hereto in several counterparts, each of which shall
be executed by the parties hereto and be deemed an original and all of which
shall constitute together but one and the same instrument.
Section 5. Governing Law. This Agreement shall be construed in
accordance with the laws of the State of Illinois, without reference to conflict
of law principles, and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with the laws of the State of
Illinois.
[Signatures Follow]
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IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed and delivered by their respective officers thereunto duly authorized as
of the day and year first above written.
GABRIEL RIDE CONTROL PRODUCTS, INC., as Originator
By
Name:__________________________________________
Title:_________________________________________
MAREMONT EXHAUST PRODUCTS, INC., as Originator
By
Name:__________________________________________
Title:_________________________________________
PUROLATOR PRODUCTS NA, INC., as Originator
By
Name:__________________________________________
Title:_________________________________________
MERITOR HEAVY VEHICLE SYSTEMS, LLC, as Originator
By
Name:__________________________________________
Title:_________________________________________
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MERITOR HEAVY VEHICLE BRAKING SYSTEMS (USA), INC.,
as Originator
By
Name:___________________________________________
Title:__________________________________________
EUCLID INDUSTRIES, LLC, as Originator
By
Name:___________________________________________
Title:__________________________________________
ARVINMERITOR OE, LLC, as Originator
By
Name:___________________________________________
Title:__________________________________________
ROLL COATER, INC., as Originator
By
Name:___________________________________________
Title:__________________________________________
ARVINMERITOR RECEIVABLES CORPORATION, as Buyer
By
Name:___________________________________________
Title:__________________________________________
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ARVINMERITOR, INC.
By
Name:___________________________________________
Title:__________________________________________
ABN AMRO BANK N.V., as Agent
By
Name:___________________________________________
Title:__________________________________________
By
Name:___________________________________________
Title:__________________________________________
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