EXHIBIT 10(c)
SECOND AMENDMENT TO
AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT
THIS SECOND AMENDMENT (the "Amendment"), dated as of March 25, 2002, is
entered into among ArvinMeritor Receivables Corporation, a Delaware corporation
(the "Seller"), ArvinMeritor, Inc., an Indiana corporation (the "Initial
Collection Agent," and, together with any successor thereto, the "Collection
Agent"), the related committed purchasers party hereto (the "Related Committed
Purchasers"), Amsterdam Funding Corporation, a Delaware corporation
("Amsterdam"), Giro Balanced Funding Corporation ("GBFC"), Atlantic Asset
Securitization Corp. ("Atlantic"), La Fayette Asset Securitization LLC, ABN AMRO
Bank N.V., as agent for the Purchasers (the "Agent") and as a Purchaser Agent,
Bayerische Landesbank, New York Branch ("BLB"), as a Purchaser Agent, and Credit
Lyonnais ("CL"), acting through its New York Branch, as a Purchaser Agent.
Reference is hereby made to that certain Amended and Restated
Receivables Sale Agreement, dated as of September 27, 2001 (as amended,
supplemented or otherwise modified through the date hereof, the "Sale
Agreement"), among the Seller, the Initial Collection Agent, Amsterdam, GBFC,
Atlantic, the other Conduit Purchasers from time to time party thereto, the
Agent, BLB, CL and the other Purchaser Agents from time to time to the party
thereto. Terms used herein and not otherwise defined herein which are defined in
the Sale Agreement or the other Transaction Documents (as defined in the Sale
Agreement) shall have the same meaning herein as defined therein.
For good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, the parties hereto hereby agree as follows:
Section 1. Subject to the following terms and conditions, including
without limitation the conditions precedent set forth in Section 2, upon
execution by the parties hereto in the space provided for that purpose below,
the Sale Agreement shall be, and it hereby is, amended as follows:
(a) Section 3.3 of the Sale Agreement shall be amended by
deleting therefrom the reference to "Tuesday" and replacing it with
"Wednesday".
(b) The defined term "Originators" appearing in Schedule I to
the Sale Agreement is amended in its entirety to be and to read as
follows:
"Originators" means Maremont Exhaust
Products, Inc., a Delaware corporation, Purolator
Products NA, Inc., a Delaware corporation, Xxxxxxx
Ride Control Products, Inc., a Delaware corporation,
Meritor Heavy Vehicle Systems, LLC, a Delaware
limited liability company, Meritor Heavy Vehicle
Braking Systems (USA), Inc., a Delaware corporation,
Euclid Industries, LLC, a Delaware limited liability
company, ArvinMeritor OE, LLC, a Delaware limited
liability company, and Roll Coater, Inc., an Indiana
corporation.
(c) Exhibit C to the Sale Agreement is hereby amended in its
entirety to be and to read as Exhibit C attached hereto.
(d) Exhibit D to the Sale Agreement is hereby amended in its
entirety to be and to read as Exhibit D attached hereto.
Section 2. Section 1 of this Agreement shall become effective only once
the Agent has received, in form and substance satisfactory to the Agent, the
following:
(a) A certificate of the Secretary of Roll Coater, Inc. ("Roll
Coater") certifying (i) the resolutions of Roll Coater's board of
directors approving each Transaction Document to which it is a party,
(ii) the name, signature, and authority of each officer who executes on
Roll Coater's behalf a Transaction Document (on which certificate the
Agent, each Purchaser Agent and each Purchaser may conclusively rely
until a revised certificate is received), (iii) Roll Coater's
certificate or articles of incorporation certified by the Secretary or
Assistant Secretary, (iv) a copy of Roll Coater's by-laws and (v) good
standing certificate issued by the Secretary of State of the
jurisdiction where Roll Coater is organized.
(b) All instruments and other documents required, or deemed
desirable by the Agent, to perfect the Agent's first priority interest
in the Receivables, Related Security, Collections, the Purchase
Agreement and the Lock-Box Accounts of Roll Coater in all appropriate
jurisdictions.
(c) UCC search reports from all jurisdictions the Agent
requests.
(d) Favorable opinions of counsel covering such matters as any
Purchaser Agent or the Agent may request.
(e) Such other approvals, opinions or documents as the Agent
or any Purchaser Agent may reasonably request.
Section 3. The parties hereto consent to the execution and delivery of
that certain First Amendment to Amended and Restated Purchase and Sale Agreement
by the parties thereto.
Section 4. To induce the Agent and the Related Committed Purchasers to
enter into this Amendment, the Seller and Collection Agent represent and warrant
to the Agent and the Related Committed Purchasers that: (a) the representations
and warranties contained in the Transaction Documents, are true and correct in
all material respects as of the date hereof with the same effect as though made
on the date hereof (it being understood and agreed that any representation or
warranty which by its terms is made as of a specified date shall be required to
be true and correct in all material respects only as of such specified date);
(b) no Potential Termination Event exists; (c) this Amendment has been duly
authorized by all necessary corporate proceedings and duly executed and
delivered by each of the Seller and the Collection Agent, and the Sale
Agreement, as amended by this Amendment, and each of the other Transaction
Documents are the legal, valid and binding obligations of the Seller and the
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Collection Agent, enforceable against the Seller and the Collection Agent in
accordance with their respective terms, except as enforceability may be limited
by bankruptcy, insolvency or other similar laws of general application affecting
the enforcement of creditors' rights or by general principles of equity; and (d)
no consent, approval, authorization, order, registration or qualification with
any governmental authority is required for, and in the absence of which would
adversely effect, the legal and valid execution and delivery or performance by
the Seller or the Collection Agent of this Amendment or the performance by the
Seller or the Collection Agent of the Sale Agreement, as amended by this
Amendment, or any other Transaction Document to which they are a party.
Section 5. This Amendment may be executed in any number of counterparts
and by the different parties on separate counterparts and each such counterpart
shall be deemed to be an original, but all such counterparts shall together
constitute but one and the same Amendment.
Section 6. Except as specifically provided above, the Sale Agreement
and the other Transaction Documents shall remain in full force and effect and
are hereby ratified and confirmed in all respects. The execution, delivery, and
effectiveness of this Amendment shall not operate as a waiver of any right,
power, or remedy of any Agent or any Related Committed Purchaser under the Sale
Agreement or any of the other Transaction Documents, nor constitute a waiver or
modification of any provision of any of the other Transaction Documents. All
defined terms used herein and not defined herein shall have the same meaning
herein as in the Sale Agreement. The Seller agrees to pay on demand all costs
and expenses (including reasonable fees and expenses of counsel) of or incurred
by the Agent and each Purchaser Agent in connection with the negotiation,
preparation, execution and delivery of this Amendment.
Section 7. This Amendment and the rights and obligations of the parties
hereunder shall be construed in accordance with and be governed by the law of
the State of Illinois.
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IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed and delivered by their duly authorized officers as of the date first
above written.
ABN AMRO BANK N.V., as the Agent, a
Purchaser Agent and a Committed Purchaser
and as the Enhancer
By: __________________________________________
Name: _____________________________________
Title: ____________________________________
By: __________________________________________
Name: _____________________________________
Title: ____________________________________
AMSTERDAM FUNDING CORPORATION, as a
Conduit Purchaser
By: __________________________________________
Name:______________________________________
Title: ____________________________________
GIRO BALANCED FUNDING CORPORATION, as a
Conduit Purchaser
By: __________________________________________
Name: Xxxxx Xxxxxx
Title: Vice President
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XXXXXXXXXX XXXXXXXXXX, Xxx Xxxx Branch,
as a Purchaser Agent
By: ____________________________________________
Name: Xxxxxxxxx Xxxxxxx
Title: First Vice President
By: ___________________________________________
Name: Xxxx-Xxx Xxxxxx
Title: Vice President
BAYERISCHE LANDESBANK, Cayman Islands
Branch, as a Committed Purchaser
By: ___________________________________________
Name: Xxxxxxxx Xxxxxxxx
Title: Senior Vice President
By: ___________________________________________
Name: Xxxxx Xxxxx
Title: Vice President
ATLANTIC ASSET SECURITIZATION CORP., as a
Conduit Purchaser
By: ___________________________________________
Name: ______________________________________
Title: _____________________________________
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LA FAYETTE ASSET SECURITIZATION LLC
By: ___________________________________________
Name: ______________________________________
Title: _____________________________________
CREDIT LYONNAIS, acting through its New York
Branch, as a Purchaser Agent and a
Committed Purchaser
By: ___________________________________________
Name:_______________________________________
Title: _____________________________________
ARVINMERITOR RECEIVABLES CORPORATION, as
the Seller
By: ___________________________________________
Name:_______________________________________
Title: _____________________________________
ARVINMERITOR, INC., as the Initial Collection
Agent
By: ___________________________________________
Name:_______________________________________
Title: _____________________________________
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EXHIBIT C
ADDRESSES AND NAMES OF SELLER AND ORIGINATOR
1. Locations. (a) The chief executive office of the Seller and the
Originators are located at the following address:
Seller: State of Organization:
ArvinMeritor Receivables Corporation Delaware
0000 Xxxx Xxxxx Xxxx
Xxxx, XX 00000
Originators:
Maremont Exhaust Products, Inc. Delaware
0000 Xxxxxxxx Xxxx.
Xxxxxx, XX 00000
Purolator Products NA, Inc. Delaware
0000 Xxxxx Xxxx
Xxxxxxxxxxxx, XX 00000
Xxxxxxx Ride Control Products, Inc. Delaware
000 Xxxxxxxx Xx.
Xxxxxxxxx, XX 00000
Meritor Heavy Vehicle Systems, LLC Delaware
0000 Xxxx Xxxxx Xxxx
Xxxx, Xxxxxxxx 00000
Meritor Heavy Vehicle Braking Systems (USA), Inc. Delaware
0000 Xxxx Xxxxx Xxxx
Xxxx, Xxxxxxxx 00000
Euclid Industries, LLC Delaware
0000 Xxxx Xxxxx Xxxx
Xxxx, Xxxxxxxx 00000
ArvinMeritor OE, LLC Delaware
0000 Xxxx Xxxxx Xxxx
Xxxx, Xxxxxxxx 00000
Roll Coater, Inc. Indiana
0000 Xxxxxxxxx Xxxxxxxx Xxxx. 0, Xxxxx 000
Xxxxxxxxxxxx, Xxxxxxx 00000
No such address was different at any time since December 31, 2000.
(b) The following are all the locations where the Seller and the
Originator directly or through its agents maintain any Records:
SAME AS (a) ABOVE
2. Names. The following is a list of all names (including trade names
or similar appellations) used by the Seller and the Originator or any of its
divisions or other business units that generate Receivables:
None
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EXHIBIT D
LOCK BOXES AND LOCK-BOX BANKS
BANK ORIGINATOR LOCK-BOX NUMBER COLLECTION ACCOUNT
---- ---------- --------------- ------------------
Bank One, Detroit, MI Xxxxx Meritor OE, LLC 77669 0000-00
Xxxx Xxx, Xxxxxxxxxx, XX
Xxxxx Meritor OE, LLC 77654 552143
Meritor Heavy Vehicle
Systems, LLC
Meritor Heavy Vehicle
Braking Systems
ArvinMeritor OE, LLC
Meritor Heavy Vehicle 78074 552143
Braking Systems
Euclid Industries, LLC 771021 552143
Meritor Heavy Vehicle 77053 552143
Systems, LLC
Xxxxxxx Ride Control 77540 361439584
Bank One, Chicago, IL Maremont Exhaust Products 905352 5299780
Bank One, Xxxxxxx, XX
00000 5299780
Bank One, Xxxxxxx, XX
00000 5299780
Bank One, Chicago, IL
Xxxxxxx Ride Control 1034388
Purolator Products 21413 5157803
Bank One, Chicago, IL
Purolator Products 21414 5157803
Bank One, Chicago, IL
Purolator Products 21953 5157803
Bank One, Chicago, IL
Meritor Heavy Vehicle 70182 5490715
Systems, LLC
Meritor Heavy Vehicle 70193 5490715
Systems, LLC
Roll Coater, Inc. 905468 0000000
Bank of America Purolator Products 98058 8188311067
Bank of America cash sweep
Meritor Heavy Vehicle 2320 1233126031
Systems, LLC
SunTrust Bank, Brentwood, TN Maremont Group 4906667
First Tennessee Bank, Memphis Meritor Heavy Vehicle 8139 1074555
TN Systems, LLC
Meritor Heavy Vehicle
Braking Systems
Meritor Heavy Vehicle 8177 1074555
Systems, LLC
Huntington Bank, Xxxxxxxx, Meritor Heavy Vehicle 02714912178
Kentucky Systems, LLC
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