Amended/Restated 5-year Revolving Credit Agreement

AMENDMENT NO. 2 TO
AMENDED AND RESTATED 5-YEAR REVOLVING CREDIT AGREEMENT


This AMENDMENT NO. 2 TO AMENDED AND RESTATED 5-YEAR REVOLVING CREDIT AGREEMENT (the "AMENDMENT") dated as of February 1, 2002 is among ArvinMeritor, Inc., an Indiana corporation (the "COMPANY"), Meritor Automotive Canada, Inc., a company organized under the laws of Canada, Arvin Finance Ireland, a company organized under the laws of Ireland, Meritor Heavy Vehicle Systems Limited, a company organized under the laws of the United Kingdom (collectively with the Company referred to as the "BORROWERS") and the "Lenders" and the "Agents" signatory hereto (each as defined in the "Credit Agreement" referred to below). Defined terms used herein and not otherwise defined herein shall have the meanings given to them in the Credit Agreement.


WHEREAS, the Borrowers, the Lenders and the Agents are parties to that certain Amended and Restated 5-Year Revolving Credit Agreement dated as of June 27, 2001 (as amended by Amendment No. 1 thereto dated as of September 30, 2001, the "CREDIT AGREEMENT") among the Borrowers, the other Foreign Subsidiary Borrowers from time to time party thereto, the Lenders from time to time party thereto, Bank One, NA, in its capacity as administrative agent for itself and the other "Lenders" under the "Credit Agreement" (each as hereinafter defined) (the "ADMINISTRATIVE AGENT"), JP Morgan Chase Bank (successor to The Chase Manhattan Bank), in its capacity as syndication agent for itself and the other Lenders under the Credit Agreement (the "SYNDICATION AGENT") and Citicorp USA, Inc. and Bank of America, N.A. (collectively, the "DOCUMENTATION AGENTS"; the Administrative Agent, the Syndication Agent and the Documentation Agents being referred to collectively as the "AGENTS");


WHEREAS, the Borrowers have requested that the Agents and the Lenders amend certain provisions of the Credit Agreement; and


WHEREAS, the Borrowers, the Agents and the Lenders have agreed to enter into this Amendment on the terms and conditions set forth herein.


NOW, THEREFORE, in consideration of the premises set forth above, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrowers, the Lender and the Agents agree as follows:


1. Amendments. Effective as of the date first above written and subject to the satisfaction of the conditions precedent set forth in Section 2 below, the Credit Agreement shall be and hereby is amended as follows:


1.1. The definition of "Total Debt" set forth in Section 1.1
of the Credit Agreement is hereby deleted in its entirety and the
following new definition shall be substituted therefor:


"Total Debt" means, as of the end of any fiscal quarter of the
Company, (a) all Indebtedness of the Company and its Subsidiaries as at
such date, but excluding Indebtedness consisting of the
Company-obligated mandatorily redeemable preferred capital securities,
determined on a consolidated basis, minus (b) the amount identified on
the Company's consolidated balance sheet as "cash and cash equivalents"
as of the last day of such fiscal quarter, but solely to the extent
that:


(i) such cash and cash equivalents exceed $50,000,000;
and


(ii) such cash and cash equivalents are not subject to a
Lien (including, without limitation, any Lien
permitted hereunder), setoff (other than ordinary
course setoff rights of a depository bank arising
under a bank depository agreement for customary fees,
charges and other account-related expenses due to
such depository bank thereunder), counterclaim,
recoupment, defense or other right in favor of any
Person (other than the Administrative Agent, for the
benefit of itself and the other Lenders).


2. Conditions Precedent. This Amendment shall become effective as of the date first above written, if, and only if the Administrative Agent has received duly executed originals of this Amendment from the Borrowers and the Required Lenders.


3. Representations and Warranties of the Borrowers. The Borrowers hereby represent and warrant as follows:


(a) The Borrowers have the requisite corporate or other organizational power and authority to execute and deliver this Amendment and the officers of the Borrowers executing this Amendment have been duly authorized to execute and deliver the same and bind the Borrowers with respect to the provisions hereof.


(b) This Amendment and the Credit Agreement, as amended hereby, constitute legal, valid and binding obligations of the Borrowers and are enforceable against the Borrowers in accordance with their terms (except as enforceability may be limited by bankruptcy, insolvency, or similar laws affecting the enforcement of creditors' rights generally).


(c) Upon the effectiveness of this Amendment, the Borrowers hereby reaffirm all representations and warranties made in the Credit Agreement, and to the extent the same are not amended hereby, agree that all such representations and warranties shall be deemed to have been remade as of the date of delivery of this Amendment, unless and to the extent that any such representation and warranty is stated to relate solely to an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date.


(d) No Default or Unmatured Default has occurred and is continuing under the Credit Agreement that has not been waived.


4. Reference to and Effect on the Credit Agreement.


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(a) Upon the effectiveness of Section 1 hereof, on and after the date hereof, each reference in the Credit Agreement to "this Credit Agreement," "hereunder," "hereof," "herein" or words of like import shall mean and be a reference to the Credit Agreement, as amended hereby.


(b) Except as specifically amended or waived above, the Credit Agreement, as amended hereby, and all other documents, instruments and agreements executed and/or delivered in connection therewith, shall remain in full force and effect, and are hereby ratified and confirmed.


(c) Except as expressly provided herein, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Agents or the Lenders, nor constitute a waiver of any provision of the Credit Agreement or any other documents, instruments and agreements executed and/or delivered in connection therewith.


5. Governing Law. This Amendment shall be governed by and construed in accordance with the internal laws (as opposed to the conflict of law provisions) of the State of Illinois.


6. Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.


7. Counterparts. This Amendment may be executed by one or more of the parties hereto on any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument.


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IN WITNESS WHEREOF, this Amendment has been duly executed and delivered on the date first above written.


ARVINMERITOR, INC., as a Borrower


By: /s/ Frank A. Voltolina
------------------------------------
Name: Frank A. Voltolina
Title: Vice President and Treasurer


MERITOR AUTOMOTIVE CANADA, INC., as a
Borrower


By: /s/ Frank A. Voltolina
-----------------------------------
Name: Frank A. Voltolina
Title: Treasurer


ARVIN FINANCE IRELAND, as a Borrower


By: /s/ Frank A. Voltolina
-----------------------------------
Name: Frank A. Voltolina
Title: Director


MERITOR HEAVY VEHICLE SYSTEMS
LIMITED, as a Borrower


By:___________________________________
Name: Allan H.S. Johnson
Title: Director and Secretary


SIGNATURE PAGE TO AMENDMENT NO. 2 TO
AMENDED AND RESTATED 5-YEAR REVOLVING CREDIT AGREEMENT


IN WITNESS WHEREOF, this Amendment has been duly executed and delivered on the date first above written.


ARVINMERITOR, INC., as a Borrower


By:_________________________________
Name:
Title:


MERITOR AUTOMOTIVE CANADA, INC., as a
Borrower


By:_________________________________
Name:
Title:


ARVIN FINANCE IRELAND, as a Borrower


By:_________________________________
Name:
Title:


MERITOR HEAVY VEHICLE SYSTEMS
LIMITED, as a Borrower


By: /s/ Allan H.S. Johnson
---------------------------------
Name: Allan H.S. Johnson
Title: Director and Secretary


SIGNATURE PAGE TO AMENDMENT NO. 2 TO
AMENDED AND RESTATED 5-YEAR REVOLVING CREDIT AGREEMENT


LENDERS:


BANK ONE, NA (Main Office Chicago), as
Administrative Agent, an Issuer, the Swing Line
Bank and a Lender


By: /s/ William J. Maxbauer
-----------------------------------
Name: William J. Maxbauer
Title: Director


JP MORGAN CHASE BANK (successor to THE
CHASE MANHATTAN BANK, as Syndication
Agent and a Lender


By:____________________________________
Name:
Title:


BANK OF AMERICA, N.A., as Documentation Agent
and a Lender


By:____________________________________
Name:
Title:


CITICORP USA, INC., as Documentation Agent
and a Lender


By:____________________________________
Name:
Title:


BANK OF TOKYO-MITSUBISHI TRUST
COMPANY, as a Lender


By:____________________________________
Name:
Title:


SIGNATURE PAGE TO AMENDMENT NO. 2 TO
AMENDED ...