FIFTH AMENDMENT TO
SECOND AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT
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.
Reference
is hereby made to that certain Second Amended and Restated
Receivables Sale Agreement, dated as of September 26, 2002 (as
amended, supplemented or otherwise modified through the date
hereof, the “Sale Agreement” ), among the
Seller, the Initial Collection Agent, the Conduit Purchasers from
time to time party thereto, the Agent, BayernLB, ABN AMRO and the
other Purchaser Agents from time to time party thereto and the
Related Committed Purchasers from time to time 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. 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:
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(a)
Schedule I to the Sale Agreement shall be amended by adding
the following definition of “Capital” in its
appropriate alphabetical order to read as follows:
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“Capital” means, at any time the same is to be
determined, an amount equal to a fraction (x) the numerator of
which is equal to (i) the Eligible Receivables Balance as of the
end of the most recently completed calendar month minus the sum of
(A) the Loss Reserve for such calendar month and (B) the Servicer
Reserve for such calendar month and (y) the denominator of which is
equal to the sum of (i) 1.00, (ii) the Dilution Reserve Percentage
as of the end of such calendar month (expressed as a decimal) and
(iii) the Discount Reserve Percentage as of the end of such
calendar month (expressed as a decimal).
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(b)
Schedule I to the Sale Agreement shall be amended by adding
the following definition of “Calyon” in its
appropriate alphabetical order to read as follows:
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“Calyon” means Calyon, acting through its New
York Branch, as successor to Credit Lyonnais.
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(c)
The defined term “Credit Agreement” appearing in
Schedule I to the Sale Agreement is hereby amended in its entirety
and as so amended shall read as follows:
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“Credit Agreement” means that certain Credit
Agreement dated as of July 6, 2004, among the Parent, certain
subsidiary borrowers from time to time party thereto, the lenders
from time to time party thereto, Bank One, NA (Main Office
Chicago), as administrative agent, JPMorgan Chase Bank and Citicorp
North America, Inc., as syndication agents and ABN AMRO Bank N.V.,
BNP Paribas and UBS Securities LLC, as documentation agents, as
amended from time to time in accordance with its terms.
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(d)
The defined term “Credit Lyonnais” appearing in
Schedule I to the Sale Agreement is hereby deleted in its entirety
and all references to Credit Lyonnais appearing in the Sale
Agreement shall be deleted and replaced with
“Calyon.”
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(e)
The defined term “Dilution Reserve” appearing in
Schedule I to the Sale Agreement shall be amended in its
entirety and as so amended shall read as follows:
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“Dilution Reserve” means, at any time the same
is to be determined, the product of (i) the Dilution Reserve
Percentage as of the end of the most recently completed calendar
month multiplied by (ii) Capital as of the end of such calendar
month.
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(f)
The defined term “Dilution Reserve Percentage”
appearing in Schedule I to the Sale Agreement shall be amended
by deleting the reference to “2.25%” appearing
in clause (x) thereof and inserting in its place
“2.5%.”
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(g)
The defined term “Discount Reserve” appearing in
Schedule I to the Sale Agreement shall be amended in its
entirety and as so amended shall read as follows:
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“Discount Reserve” means, at any time the same
is to be determined, an amount equal to the product of (i) the
Discount Reserve Percentage as of the end of such calendar month
multiplied by (ii) Capital as of the end of the most recently
completed calendar month.
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(h)
Schedule I to the Sale Agreement shall be amended by adding thereto
a new definition of “Discount Reserve
Percentage” which reads as follows:
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“Discount Reserve Percentage” means, at any time
the same is to be determined, an amount (expressed as a percentage)
equal to the sum of (a) the product of (i) 2.25, (ii) the Prime
Rate in effect during the most recently completed calendar month
and (iii) the Days Sales Outstanding for such calendar month,
divided by 360 and (b) accrued and unpaid Discount for such
calendar month (calculated based upon the Prime Rate in effect
during such calendar month).
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(i)
The defined term “Loss Reserve Percentage”
appearing in Schedule I to the Sale Agreement shall be amended
by deleting the reference to “15.0%”
appear
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