ContractCredit Agreement • June 27th, 2006 • Arvinmeritor Inc • Motor vehicle parts & accessories
Exhibit 10.1 EXECUTION COPY CREDIT AGREEMENT Dated as of June 23, 2006 among ARVINMERITOR, INC. and ARVINMERITOR FINANCE IRELAND as the Borrowers THE INSTITUTIONS FROM TIME TO TIME PARTIES HERETO AS LENDERS JPMORGAN CHASE BANK, NATIONAL ASSOCIATION as Administrative Agent CITICORP NORTH AMERICA, INC. and UBS LOAN FINANCE LLC as Syndication Agents and ABN AMRO BANK N.V., BNP PARIBAS and LEHMAN COMMERCIAL PAPER INC. as Documentation Agents J.P. MORGAN SECURITIES INC. and CITIGROUP GLOBAL MARKETS INC. as Joint Lead Arrangers and Joint Book Runners TABLE OF CONTENTS
ContractPledge and Security Agreement • June 27th, 2006 • Arvinmeritor Inc • Motor vehicle parts & accessories • New York
Exhibit 10.3 EXECUTION COPY PLEDGE AND SECURITY AGREEMENT THIS PLEDGE AND SECURITY AGREEMENT (this “Security Agreement”) is entered into as of June 23, 2006 by and among ARVINMERITOR, INC., an Indiana corporation (the “Company”), the Subsidiaries of the Company identified on the signature pages hereto (the “Initial Subsidiary 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 Company and the Initial Subsidiary Grantors, the “Grantors”), in favor of JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”), for the benefit of the Holders of Secured Obligations (as defined in the Credit Agreement referred to below). PRELIMINARY STATEMENT WHEREAS, the Company, ArvinMeritor Finance Ireland (the “Subsidiary Borrower” and,
ContractSupplemental Indenture • June 27th, 2006 • Arvinmeritor Inc • Motor vehicle parts & accessories
Exhibit 4.1 FIRST SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE, dated as of June 23, 2006, to the Indenture, dated as of March 7, 2006, between ArvinMeritor, Inc., an Indiana corporation (“ArvinMeritor”), having its principal office at 2135 West Maple Road, Troy, Michigan 48084-7186, and BNY Midwest Trust Company, an Illinois trust company, as trustee (the “Trustee”), having its corporate trust office at 2 North LaSalle Street, Suite 1020, Chicago, Illinois 60602 (the “Indenture”). All capitalized terms not defined herein are used herein as defined in the Indenture. WHEREAS, on March 7, 2006 and March 16, 2006, ArvinMeritor issued $300,000,000 aggregate principal amount of its 4.625% Convertible Senior Notes due March 1, 2026 (such notes that are issued and outstanding under the Indenture are herein collectively referred to as the “Notes”); and WHEREAS, the Guaranties, dated as of March 7, 2006, by certain subsidiaries of the Company for the benefit of the holders of the Notes h
ContractSubsidiary Guaranty • June 27th, 2006 • Arvinmeritor Inc • Motor vehicle parts & accessories
Exhibit 10.2 EXECUTION COPY SUBSIDIARY GUARANTY THIS SUBSIDIARY GUARANTY (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Guaranty”) is made as of June 23, 2006, by each of the undersigned (the “Initial Guarantors”, and together with any additional Subsidiaries which become parties to this Guaranty by executing a Supplement hereto in the form attached hereto as Annex I, the “Guarantors”), in favor of JPMorgan Chase Bank, National Association, as the “Administrative Agent” for the benefit of itself, the “Lenders” and the other “Holders of Guaranteed Obligations”) (in each case, under and as defined in the “Credit Agreement” described below). Each capitalized term used herein and not defined herein shall have the meaning ascribed thereto in the Credit Agreement. WITNESSETH: WHEREAS, ArvinMeritor, Inc., an Indiana corporation (the “Company”), has entered into that certain Credit Agreement, dated as of June 23, 2006 (as the same may be amen
