Meritor Inc Sample Contracts

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Purchase and Sale Agreement • December 17th, 2002 • Arvinmeritor Inc • Motor vehicle parts & accessories • New York
AMENDMENT NO. 3 TO AMENDED AND RESTATED 5-YEAR REVOLVING CREDIT AGREEMENT
Revolving Credit Agreement • August 14th, 2002 • Arvinmeritor Inc • Motor vehicle parts & accessories • Illinois
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Credit Agreement • August 15th, 2001 • Arvinmeritor Inc • Motor vehicle parts & accessories
GALLEON CAPITAL CORPORATION as Purchaser
Receivables Purchase Agreement • May 13th, 2003 • Arvinmeritor Inc • Motor vehicle parts & accessories
ARVINMERITOR, INC. 17,350,000 Shares of Common Stock Underwriting Agreement
Arvinmeritor Inc • March 3rd, 2010 • Motor vehicle parts & accessories • New York

ArvinMeritor, Inc., an Indiana corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 17,350,000 shares of common stock, par value $1.00 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 2,602,500 shares of common stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of common stock, par value $1.00 per share, of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”. The Stock, including the Shares, will have attached thereto rights (the “Rights”), each of which represents the right to purchase from the Company, upon the occurrence of certain events, one one-hundredth of a share of Series A Junior Participating Preferr

AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of September 22, 2017 3.25% Convertible Senior Notes due 2037
Indenture • September 25th, 2017 • Meritor Inc • Motor vehicle parts & accessories • New York

INDENTURE dated as of September 22, 2017 between MERITOR, INC., an Indiana corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).

AND
Rights Agreement • July 10th, 2000 • Arvinmeritor Inc • Motor vehicle parts & accessories • Indiana
UNDERWRITING AGREEMENT June 26, 2002
Terms Agreement • July 3rd, 2002 • Arvinmeritor Inc • Motor vehicle parts & accessories • New York
AGREEMENT AND PLAN OF MERGER by and among MERITOR, INC., CUMMINS INC. and ROSE NEWCO INC. Dated as of February 21, 2022
Agreement and Plan of Merger • February 22nd, 2022 • Meritor, Inc. • Motor vehicle parts & accessories • Delaware

THIS AGREEMENT AND PLAN OF MERGER is made as of February 21, 2022, by and among Meritor, Inc., an Indiana corporation (the “Company”), Cummins Inc., an Indiana corporation (“Parent”), and Rose NewCo Inc., an Indiana corporation (“Merger Sub”). Certain capitalized terms used herein are defined in Article I.

RECEIVABLES PURCHASE AGREEMENT
Receivables Purchase Agreement • August 3rd, 2012 • Meritor Inc • Motor vehicle parts & accessories • New York

This RECEIVABLES PURCHASE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of June 18, 2012 by and among ARVINMERITOR RECEIVABLES CORPORATION, a Delaware corporation, as seller (the “Seller”), MERITOR, INC., an Indiana corporation (“Meritor”), as initial servicer (in such capacity, together with its successors and permitted assigns in such capacity, the “Servicer”), the various CONDUIT PURCHASERS, RELATED COMMITTED PURCHASERS, LC PARTICIPANTS and PURCHASER AGENTS from time to time party hereto, PNC BANK, NATIONAL ASSOCIATION, a national banking association (“PNC”), as issuer of Letters of Credit (in such capacity, together with its successors and assigns in such capacity, the “LC Bank”) and as administrator (in such capacity, together with its successors and assigns in such capacity, the “Administrator”).

THIRD AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT
Pledge and Security Agreement • May 4th, 2017 • Meritor Inc • Motor vehicle parts & accessories • New York

THIS THIRD AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT (this “Security Agreement”) is entered into as of March 31, 2017 by and among MERITOR, INC., an Indiana corporation (formerly known as ArvinMeritor, Inc.) (the “Company”), the Subsidiaries of the Company identified on the signature pages hereto (together with the Company, the “Initial Grantors”), and any additional Subsidiaries of the Company, whether now existing or hereafter formed which become parties to this Security Agreement by executing a Security Agreement Supplement hereto in substantially the form of Annex I (such additional Subsidiaries, together with the Initial Grantors, the “Grantors”), in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Administrative Agent”), for the benefit of the Holders of Secured Obligations (as defined in the Credit Agreement referred to below).

ARVINMERITOR, INC. REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 12th, 2007 • Arvinmeritor Inc • Motor vehicle parts & accessories • New York

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of February 8, 2007, by and among ArvinMeritor, Inc., an Indiana corporation (the “Company”), the Guarantors (as defined below), and J.P. Morgan Securities Inc. and the other Initial Purchasers named in the Purchase Agreement referred to below (collectively, the “Initial Purchasers”) pursuant to that certain Purchase Agreement, dated February 6, 2007 (the “Purchase Agreement”), among the Company, the Guarantors (as defined below) and the Initial Purchasers.

Certain information as indicated by brackets has been excluded from the exhibit because it both (i) is not material and (ii) would be competitively harmful if publicly disclosed
Meritor, Inc. • November 17th, 2021 • Motor vehicle parts & accessories • Michigan

This Agreement confirms our mutual understanding of your employment as TITLE (the “Executive”) with Meritor, Inc. (“Company” or “Meritor”). The term of this Agreement shall be March 1, 2021 through December 1, 2022. After the expiration of the initial term, the parties shall renew the Agreement based on their mutual agreement and understanding of the terms on an annual basis.

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THIRD AMENDMENT AND RESTATEMENT AGREEMENT Dated as of March 31, 2017
Credit Agreement • April 4th, 2017 • Meritor Inc • Motor vehicle parts & accessories • New York

This THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 31, 2017 is entered into by and among Meritor, Inc. (formerly known as ArvinMeritor, Inc.), an Indiana corporation, as the Company, ArvinMeritor Finance Ireland Unlimited Company, a private unlimited liability company incorporated under the laws of Ireland, as the Subsidiary Borrower, the institutions from time to time parties hereto as Lenders, whether by execution of this Agreement or an Assignment Agreement pursuant to Section 13.3, JPMorgan Chase Bank, N.A., as Administrative Agent for itself and the other Lenders and Bank of America, N.A., Royal Bank of Canada and PNC Bank, National Association, as Co-Syndication Agents.

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Year Revolving Credit Agreement • August 14th, 2002 • Arvinmeritor Inc • Motor vehicle parts & accessories
RESTRICTED SHARE UNIT AGREEMENT
Restricted Share Unit Agreement • January 30th, 2020 • Meritor, Inc. • Motor vehicle parts & accessories • Indiana

In accordance with Section 11 of the 2020 Long-Term Incentive Plan (the “Plan”) of Meritor, Inc. (the “Company”), the number of restricted share units specified above have been granted to you as of the date listed above (“Grant Date”) as restricted share units (“Restricted Share Units”). By accepting such award (this “Award”), you agree to the terms and conditions of this restricted share unit agreement (this “Agreement”). Each Restricted Share Unit represents a right to receive one share of common stock, par value $1.00 per share, of the Company (the “Common Stock”) or its cash equivalent in the future. All capitalized terms used herein and not otherwise defined will have the meanings set forth in the Plan.

INDENTURE Dated as of December 4, 2012 between MERITOR, INC. and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee 7.875% CONVERTIBLE SENIOR NOTES DUE 2026
Indenture • December 4th, 2012 • Meritor Inc • Motor vehicle parts & accessories • New York

THIS INDENTURE dated as of December 4, 2012 is between Meritor, Inc., a corporation duly organized under the laws of the State of Indiana (the “Company”) and The Bank of New York Mellon Trust Company, N.A., a national banking association, as Trustee (the “Trustee”).

PERFORMANCE SHARE UNIT AGREEMENT
Performance Share Unit Agreement • November 18th, 2015 • Meritor Inc • Motor vehicle parts & accessories • Indiana

In accordance with Section 11 of the 2010 Long-Term Incentive Plan, as amended and restated (the “Plan”) of Meritor, Inc. (the “Company”), the number of Performance Share Units specified above have been granted to you as of the date listed above (“Grant Date”) as Performance Share Units (“Performance Shares”). By accepting such award (the “Award”), you agree to the terms and conditions of this performance share agreement (the “Agreement”). Each Performance Share represents a right to receive one share of common stock, par value $1.00 per share, of the Company (the "Common Stock") or its cash equivalent in the future upon achievement of certain performance and time-based vesting criteria. All capitalized terms used herein and not otherwise defined will have the meanings set forth in the Plan.

Meritor, Inc. UNDERWRITING AGREEMENT dated June 8, 2015 Merrill Lynch, Pierce, Fenner & Smith Incorporated
Underwriting Agreement • June 11th, 2015 • Meritor Inc • Motor vehicle parts & accessories • New York

Introductory. Meritor, Inc., an Indiana corporation (f/k/a Arvin Meritor, Inc., the “Company”), proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”), for whom you (the “Representative”) is acting as representative, $225,000,000 aggregate principal amount of its 6-1/4% Notes due 2024 (the “Notes”). The Notes will be guaranteed (collectively, the “Guarantees”) by each of the subsidiary guarantors named in Schedule B hereto (the “Guarantors”). The Notes and the Guarantees are collectively referred to herein as the “Securities.” The Securities will be issued pursuant to an indenture dated as of April 1, 1998 (the “Base Indenture”), among the Company and The Bank of New York Mellon Trust Company, N.A. (as successor to BNY Midwest Trust Company as successor to The Chase Manhattan Bank), as trustee (the “Trustee”), as supplemented as of July 7, 2000, July 6, 2004, June 23, 2006, March 3, 2010, May 31, 2013 and February 13, 2014 (collectively t

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Day Credit Agreement • August 15th, 2001 • Arvinmeritor Inc • Motor vehicle parts & accessories
AGREEMENT AND PLAN OF MERGER dated as of MAY 3, 2019 by and among MERITOR, INC., JANUS MERGER SUB, LLC, CAX PARENT, LLC and THE HOLDER REPRESENTATIVE (AS DEFINED HEREIN)
Agreement and Plan of Merger • May 8th, 2019 • Meritor Inc • Motor vehicle parts & accessories • Delaware

This Agreement and Plan of Merger (this “Agreement”), dated as of May 3, 2019, is entered into by and among Meritor, Inc., an Indiana corporation (“Buyer”), Janus Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of Buyer (“Merger Sub”), CAX Parent, LLC, a Delaware limited liability company (the “Company”), and Carlyle Equity Opportunity GP, L.P., a Delaware limited partnership, solely in its capacity as the Holder Representative (as defined herein).

EXECUTION VERSION DATED AS OF 19 FEBRUARY 2016 BY AND AMONG MERITOR HEAVY VEHICLE BRAKING SYSTEMS (U.S.A.), LLC AND MERITOR HEAVY VEHICLE SYSTEMS, LLC AS SELLERS ANDNORDEA BANK AB (PUBL)AS PURCHASER RECEIVABLES PURCHASE AGREEMENT
Receivables Purchase Agreement • May 5th, 2016 • Meritor Inc • Motor vehicle parts & accessories • New York

This RECEIVABLES PURCHASE AGREEMENT, dated as of 19 February, 2016, is made by and among MERITOR HEAVY VEHICLE BRAKING SYSTEMS (U.S.A.), LLC, a Delaware limited liability company formerly known as Meritor Heavy Vehicle Braking Systems (U.S.A.), Inc. and MERITOR HEAVY VEHICLE SYSTEMS, LLC, a Delaware limited liability company (each a "Seller", and collectively, the "Sellers"), and NORDEA BANK AB (PUBL) (the "Purchaser"), a Swedish limited liability company.

COMMITMENT AND ACCEPTANCE April 13, 2011
Commitment and Acceptance • May 6th, 2011 • Meritor Inc • Motor vehicle parts & accessories

Reference is made to the Credit Agreement, dated as of June 23, 2006, by and among Meritor, Inc., an Indiana corporation (formerly known as ArvinMeritor, Inc.) (the “Company”), ArvinMeritor Finance Ireland, a private unlimited liability company incorporated under the laws of Ireland (the “Subsidiary Borrower” and, collectively with the Company, the “Borrowers”), the institutions from time to time parties thereto as “Lenders”, and JPMorgan Chase Bank, National Association, as Administrative Agent (the “Administrative Agent”) (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Terms defined in the Credit Agreement are used herein with the same meaning.

FIRST AMENDMENT TO THE RECEIVABLES PURCHASE AGREEMENT
Receivables Purchase Agreement • February 1st, 2013 • Meritor Inc • Motor vehicle parts & accessories

This FIRST AMENDMENT TO THE RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of December 14, 2012, is entered into by and among the following parties:

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