ARVINMERITOR, INC. 17,350,000 Shares of Common Stock Underwriting AgreementArvinmeritor 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
ArvinMeritor, Inc. UNDERWRITING AGREEMENT dated February 26, 2010 Banc of America Securities LLC J.P. Morgan Securities Inc.Underwriting Agreement • March 3rd, 2010 • Arvinmeritor Inc • Motor vehicle parts & accessories • New York
Introductory. ArvinMeritor, Inc., an Indiana corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, $250,000,000 aggregate principal amount of its 10.625% Notes due 2018 (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 as successor to The Chase Manhattan Bank, as trustee (the “Trustee”), as supplemented as of July 7, 2000, July 6, 2004 and June 23, 2006 and an additional supplemental indenture to be executed on the Closing Date (collectively the “Supplemental Indentures” and togethe
