Second Amendment to Amended and Restated Receivables Sale Agreement among ArvinMeritor Receivables Corporation, ArvinMeritor, Inc., and Purchasers
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This amendment updates the terms of a receivables sale agreement between ArvinMeritor Receivables Corporation (the seller), ArvinMeritor, Inc. (the collection agent), several funding corporations, and their agents. The changes include modifying certain definitions, updating schedules and exhibits, and adding Roll Coater, Inc. as an originator. The amendment becomes effective once specific documents and approvals are provided. All other terms of the original agreement remain in effect, and the amendment does not waive any existing rights or remedies under the original contract.
EX-10.C 5 k69650ex10-c.txt AMENDED/RESTATED RECEIVABLES SALE AGREEMENT 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, Gabriel 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 -2- 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. -3- 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: David Taylor Title: Vice President -4- BAYERISCHE LANDESBANK, New York Branch, as a Purchaser Agent By: ____________________________________________ Name: Alexander Kohnert Title: First Vice President By: ___________________________________________ Name: Lori-Ann Wynter Title: Vice President BAYERISCHE LANDESBANK, Cayman Islands Branch, as a Committed Purchaser By: ___________________________________________ Name: Hereward Drummond Title: Senior Vice President By: ___________________________________________ Name: James Boyle Title: Vice President ATLANTIC ASSET SECURITIZATION CORP., as a Conduit Purchaser By: ___________________________________________ Name: ______________________________________ Title: _____________________________________ -5- 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: _____________________________________ -6- 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:
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 -2- EXHIBIT D LOCK BOXES AND LOCK-BOX BANKS
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