0001189233-04-000094 Sample Contracts

FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT
Receivables Sale Agreement • September 23rd, 2004 • Arvinmeritor Inc • Motor vehicle parts & accessories • New York

THIS FIFTH AMENDMENT (the “Amendment”), dated as of September 23, 2004, 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”), Calyon, acting through its New York Branch, as agent for the Purchasers (the “Agent”) and as a Purchaser Agent, Bayerische Landesbank, New York Branch (“BayernLB”), as a Purchaser Agent and ABN AMRO Bank N.V. (“ABN AMRO”), as a Purchaser Agent.

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