Sixth Amendment, dated as of March 31, 2008, to Second Amended and Restated Purchase and Sale Agreement, dated as of September 19, 2005, among ArvinMeritor Receivables Corporation and the Originators named therein

Exhibit 10b

SIXTH AMENDMENT TO SECOND AMENDED AND

RESTATED PURCHASE AND SALE AGREEMENT

SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT (this “Amendment”), dated as of March 31, 2008, between ARVINMERITOR RECEIVABLES CORPORATION, a Delaware corporation (the “Buyer”) and ARVINMERITOR OE, LLC, a Delaware limited liability company, EUCLID INDUSTRIES, LLC, a Delaware limited liability company, MERITOR HEAVY VEHICLE BRAKING SYSTEMS (USA), INC., a Delaware corporation, MERITOR HEAVY VEHICLE SYSTEMS, LLC, a Delaware limited liability company, MERITOR TRANSMISSION CORPORATION, a Delaware corporation, and ARVINMERITOR ASSEMBLY LLC, a Delaware limited liability company (each of the foregoing other than the Buyer, an “Originator” and collectively, the “Originators”).

FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree that the Second Amended and Restated Purchase and Sale Agreement dated as of September 19, 2005, between the Buyer and the Originators, as amended (the “Agreement”), is hereby further amended as follows:

1.          The definition of “Designated Receivable” in Section 1.1 of the Agreement is amended to read as follows:

“Designated Receivable” means all indebtedness and other obligations (i) arising from the sale of goods or the provision of services by an Originator to General Motors Corporation or any of its subsidiaries arising on or after May 8, 2006, (ii) arising from the sale of goods or the rendition of services by ArvinMeritor OE, LLC at or from the facility located at 181 Bennett Drive, Pulaski, Tennessee, in respect of which an invoice is issued for the first time after September 29, 2006, (iii) arising from the sale of goods or the provision of services by an Originator to Ford Motor Company or any of its subsidiaries arising on or after November 6, 2006, (iv) arising from the sale of goods or the rendition of services by ArvinMeritor OE, LLC or by Meritor Heavy Vehicle Systems, LLC at or from the facilities located at 201 North Harris Drive, Dexter, Missouri, 601 South Gladstone, Columbus, Indiana, or 950 West Road 450 South, Columbus, Indiana, in respect of which an invoice is issued for the first time after February 4, 2007, (v) arising from the sale of goods or the rendition of services by ArvinMeritor Emissions Technologies Spartanburg, Inc. at or from the facility located at 2651 New Cut Road, Spartanburg, South Carolina, in respect of which an invoice is issued for the first time after February 4, 2007, (vi) arising from the sale of goods or the rendition of services by ArvinMeritor Assembly, LLC at or from the facility located at 24850 Northline Road, Taylor, Michigan in respect of which an invoice is issued for the first time after February 4, 2007; and (vii) arising from the sale of goods or the provision of services by an Originator to Chrysler Holdings LLC or any of its subsidiaries arising on or after March 31, 2008.