Exhibit 4-d-2 SECOND SUPPLEMENTAL INDENTURE Second Supplemental Indenture, dated as of July 7, 2000 ("Second Supplemental Indenture"), between ARVINMERITOR, INC., an Indiana corporation (hereinafter called the "Company"), having its principal...Supplemental Indenture • December 21st, 2000 • Arvinmeritor Inc • Motor vehicle parts & accessories • New York
WITNESSETHPurchase and Sale Agreement • December 17th, 2002 • Arvinmeritor Inc • Motor vehicle parts & accessories • New York
AMENDMENT NO. 3 TO AMENDED AND RESTATED 5-YEAR REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • August 14th, 2002 • Arvinmeritor Inc • Motor vehicle parts & accessories • Illinois
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...Credit Agreement • May 15th, 2002 • Arvinmeritor Inc • Motor vehicle parts & accessories • Illinois
2- 3 Common Stock (the "Option" and together with the Restricted Stock, the "Initial Equity Award"), with the "value" of the Initial Equity Award to be equal to the aggregate of the amounts payable to the Executive, assuming that he were terminated...Employment Agreement • May 5th, 2000 • Mu Sub Inc • Indiana
amongCredit Agreement • August 15th, 2001 • Arvinmeritor Inc • Motor vehicle parts & accessories
GALLEON CAPITAL CORPORATION as PurchaserReceivables Purchase Agreement • May 13th, 2003 • Arvinmeritor Inc • Motor vehicle parts & accessories
ARVINMERITOR, INC. 17,350,000 Shares of Common Stock Underwriting AgreementArvinmeritor Inc • March 3rd, 2010 • Motor vehicle parts & accessories • New York
ArvinMeritor, Inc., an Indiana corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 17,350,000 shares of common stock, par value $1.00 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 2,602,500 shares of common stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of common stock, par value $1.00 per share, of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”. The Stock, including the Shares, will have attached thereto rights (the “Rights”), each of which represents the right to purchase from the Company, upon the occurrence of certain events, one one-hundredth of a share of Series A Junior Participating Preferr
AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of September 22, 2017 3.25% Convertible Senior Notes due 2037Indenture • September 25th, 2017 • Meritor Inc • Motor vehicle parts & accessories • New York
INDENTURE dated as of September 22, 2017 between MERITOR, INC., an Indiana corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
ANDRights Agreement • July 10th, 2000 • Arvinmeritor Inc • Motor vehicle parts & accessories • Indiana
1 EXHIBIT 10 November 6, 2000 Mr. Prakash R. Mulchandani 2364 Collins Drive Worthington, OH 43085 Dear Prakash: Subject: Mutually Agreed Upon Separation This letter confirms the substance of our conversations over the past few weeks regarding a...Arvinmeritor Inc • February 14th, 2001 • Motor vehicle parts & accessories
Exhibit 10-m FOURTH AMENDMENT TO AND WAIVER OF SECOND AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT THIS FOURTH AMENDMENT (the "Amendment"), dated as of March 1, 2004, is entered into among ArvinMeritor Receivables Corporation, a Delaware...Receivables Sale Agreement • December 16th, 2004 • Arvinmeritor Inc • Motor vehicle parts & accessories • New York
UNDERWRITING AGREEMENT June 26, 2002Terms Agreement • July 3rd, 2002 • Arvinmeritor Inc • Motor vehicle parts & accessories • New York
Exhibit 10-t September 7, 2004 Mr. S. Carl Soderstrom, Jr. Dear Carl: Subject: Mutually Agreed Upon Separation This letter confirms the substance of our conversation regarding a mutually agreed upon separation between you and the Company. As per our...Arvinmeritor Inc • December 16th, 2004 • Motor vehicle parts & accessories
Exhibit 10-b February 12, 2004 Mr. Terry E. O'Rourke Dear Terry: Subject: Mutually Agreed Upon Separation This letter confirms the substance of our conversation regarding a mutually agreed upon separation between you and the Company. We emphasize that...Arvinmeritor Inc • May 7th, 2004 • Motor vehicle parts & accessories
CREDIT AGREEMENT Dated as of July 6, 2004 among ARVINMERITOR, INC. and THE SUBSIDIARY BORROWERS FROM TIME TO TIME PARTIES HERETO as the Borrowers THE INSTITUTIONS FROM TIME TO TIME PARTIES HERETO AS LENDERS BANK ONE, NA (MAIN OFFICE CHICAGO) as...Credit Agreement • August 6th, 2004 • Arvinmeritor Inc • Motor vehicle parts & accessories • Illinois
AGREEMENT AND PLAN OF MERGER by and among MERITOR, INC., CUMMINS INC. and ROSE NEWCO INC. Dated as of February 21, 2022Agreement and Plan of Merger • February 22nd, 2022 • Meritor, Inc. • Motor vehicle parts & accessories • Delaware
THIS AGREEMENT AND PLAN OF MERGER is made as of February 21, 2022, by and among Meritor, Inc., an Indiana corporation (the “Company”), Cummins Inc., an Indiana corporation (“Parent”), and Rose NewCo Inc., an Indiana corporation (“Merger Sub”). Certain capitalized terms used herein are defined in Article I.
RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • August 3rd, 2012 • Meritor Inc • Motor vehicle parts & accessories • New York
This RECEIVABLES PURCHASE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of June 18, 2012 by and among ARVINMERITOR RECEIVABLES CORPORATION, a Delaware corporation, as seller (the “Seller”), MERITOR, INC., an Indiana corporation (“Meritor”), as initial servicer (in such capacity, together with its successors and permitted assigns in such capacity, the “Servicer”), the various CONDUIT PURCHASERS, RELATED COMMITTED PURCHASERS, LC PARTICIPANTS and PURCHASER AGENTS from time to time party hereto, PNC BANK, NATIONAL ASSOCIATION, a national banking association (“PNC”), as issuer of Letters of Credit (in such capacity, together with its successors and assigns in such capacity, the “LC Bank”) and as administrator (in such capacity, together with its successors and assigns in such capacity, the “Administrator”).
2 3 each has the requisite power and authority as a corporation or a limited liability company to carry on its business as currently being conducted, to own, lease and operate its properties, and is duly qualified and is in good standing as a foreign...Arvinmeritor Inc • April 12th, 2001 • Motor vehicle parts & accessories • Indiana
THIRD AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • May 4th, 2017 • Meritor Inc • Motor vehicle parts & accessories • New York
THIS THIRD AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT (this “Security Agreement”) is entered into as of March 31, 2017 by and among MERITOR, INC., an Indiana corporation (formerly known as ArvinMeritor, Inc.) (the “Company”), the Subsidiaries of the Company identified on the signature pages hereto (together with the Company, the “Initial Grantors”), and any additional Subsidiaries of the Company, whether now existing or hereafter formed which become parties to this Security Agreement by executing a Security Agreement Supplement hereto in substantially the form of Annex I (such additional Subsidiaries, together with the Initial Grantors, the “Grantors”), in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Administrative Agent”), for the benefit of the Holders of Secured Obligations (as defined in the Credit Agreement referred to below).
ARVINMERITOR, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 12th, 2007 • Arvinmeritor Inc • Motor vehicle parts & accessories • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of February 8, 2007, by and among ArvinMeritor, Inc., an Indiana corporation (the “Company”), the Guarantors (as defined below), and J.P. Morgan Securities Inc. and the other Initial Purchasers named in the Purchase Agreement referred to below (collectively, the “Initial Purchasers”) pursuant to that certain Purchase Agreement, dated February 6, 2007 (the “Purchase Agreement”), among the Company, the Guarantors (as defined below) and the Initial Purchasers.
Certain information as indicated by brackets has been excluded from the exhibit because it both (i) is not material and (ii) would be competitively harmful if publicly disclosedMeritor, Inc. • November 17th, 2021 • Motor vehicle parts & accessories • Michigan
This Agreement confirms our mutual understanding of your employment as TITLE (the “Executive”) with Meritor, Inc. (“Company” or “Meritor”). The term of this Agreement shall be March 1, 2021 through December 1, 2022. After the expiration of the initial term, the parties shall renew the Agreement based on their mutual agreement and understanding of the terms on an annual basis.
THIRD AMENDMENT AND RESTATEMENT AGREEMENT Dated as of March 31, 2017Credit Agreement • April 4th, 2017 • Meritor Inc • Motor vehicle parts & accessories • New York
This THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 31, 2017 is entered into by and among Meritor, Inc. (formerly known as ArvinMeritor, Inc.), an Indiana corporation, as the Company, ArvinMeritor Finance Ireland Unlimited Company, a private unlimited liability company incorporated under the laws of Ireland, as the Subsidiary Borrower, the institutions from time to time parties hereto as Lenders, whether by execution of this Agreement or an Assignment Agreement pursuant to Section 13.3, JPMorgan Chase Bank, N.A., as Administrative Agent for itself and the other Lenders and Bank of America, N.A., Royal Bank of Canada and PNC Bank, National Association, as Co-Syndication Agents.
amongYear Revolving Credit Agreement • August 14th, 2002 • Arvinmeritor Inc • Motor vehicle parts & accessories
Exhibit (d)(5) ARVINMERITOR, INC. RESTRICTED STOCK AGREEMENT In accordance with Section [__] of the [_________ Plan] ("Plan") of ArvinMeritor, Inc. (the "Company"), the number of shares of Common Stock of the Company specified in the attached letter...Arvinmeritor Inc • June 1st, 2001 • Motor vehicle parts & accessories • Indiana
RESTRICTED SHARE UNIT AGREEMENTRestricted Share Unit Agreement • January 30th, 2020 • Meritor, Inc. • Motor vehicle parts & accessories • Indiana
In accordance with Section 11 of the 2020 Long-Term Incentive Plan (the “Plan”) of Meritor, Inc. (the “Company”), the number of restricted share units specified above have been granted to you as of the date listed above (“Grant Date”) as restricted share units (“Restricted Share Units”). By accepting such award (this “Award”), you agree to the terms and conditions of this restricted share unit agreement (this “Agreement”). Each Restricted Share Unit represents a right to receive one share of common stock, par value $1.00 per share, of the Company (the “Common Stock”) or its cash equivalent in the future. All capitalized terms used herein and not otherwise defined will have the meanings set forth in the Plan.
INDENTURE Dated as of December 4, 2012 between MERITOR, INC. and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee 7.875% CONVERTIBLE SENIOR NOTES DUE 2026Indenture • December 4th, 2012 • Meritor Inc • Motor vehicle parts & accessories • New York
THIS INDENTURE dated as of December 4, 2012 is between Meritor, Inc., a corporation duly organized under the laws of the State of Indiana (the “Company”) and The Bank of New York Mellon Trust Company, N.A., a national banking association, as Trustee (the “Trustee”).
PERFORMANCE SHARE UNIT AGREEMENTPerformance Share Unit Agreement • November 18th, 2015 • Meritor Inc • Motor vehicle parts & accessories • Indiana
In accordance with Section 11 of the 2010 Long-Term Incentive Plan, as amended and restated (the “Plan”) of Meritor, Inc. (the “Company”), the number of Performance Share Units specified above have been granted to you as of the date listed above (“Grant Date”) as Performance Share Units (“Performance Shares”). By accepting such award (the “Award”), you agree to the terms and conditions of this performance share agreement (the “Agreement”). Each Performance Share represents a right to receive one share of common stock, par value $1.00 per share, of the Company (the "Common Stock") or its cash equivalent in the future upon achievement of certain performance and time-based vesting criteria. All capitalized terms used herein and not otherwise defined will have the meanings set forth in the Plan.
Meritor, Inc. UNDERWRITING AGREEMENT dated June 8, 2015 Merrill Lynch, Pierce, Fenner & Smith IncorporatedUnderwriting Agreement • June 11th, 2015 • Meritor Inc • Motor vehicle parts & accessories • New York
Introductory. Meritor, Inc., an Indiana corporation (f/k/a Arvin Meritor, Inc., the “Company”), proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”), for whom you (the “Representative”) is acting as representative, $225,000,000 aggregate principal amount of its 6-1/4% Notes due 2024 (the “Notes”). The Notes will be guaranteed (collectively, the “Guarantees”) by each of the subsidiary guarantors named in Schedule B hereto (the “Guarantors”). The Notes and the Guarantees are collectively referred to herein as the “Securities.” The Securities will be issued pursuant to an indenture dated as of April 1, 1998 (the “Base Indenture”), among the Company and The Bank of New York Mellon Trust Company, N.A. (as successor to BNY Midwest Trust Company as successor to The Chase Manhattan Bank), as trustee (the “Trustee”), as supplemented as of July 7, 2000, July 6, 2004, June 23, 2006, March 3, 2010, May 31, 2013 and February 13, 2014 (collectively t
amongDay Credit Agreement • August 15th, 2001 • Arvinmeritor Inc • Motor vehicle parts & accessories
AGREEMENT AND PLAN OF MERGER dated as of MAY 3, 2019 by and among MERITOR, INC., JANUS MERGER SUB, LLC, CAX PARENT, LLC and THE HOLDER REPRESENTATIVE (AS DEFINED HEREIN)Agreement and Plan of Merger • May 8th, 2019 • Meritor Inc • Motor vehicle parts & accessories • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of May 3, 2019, is entered into by and among Meritor, Inc., an Indiana corporation (“Buyer”), Janus Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of Buyer (“Merger Sub”), CAX Parent, LLC, a Delaware limited liability company (the “Company”), and Carlyle Equity Opportunity GP, L.P., a Delaware limited partnership, solely in its capacity as the Holder Representative (as defined herein).
COMMITMENT AND ACCEPTANCE April 13, 2011Commitment and Acceptance • May 6th, 2011 • Meritor Inc • Motor vehicle parts & accessories
Reference is made to the Credit Agreement, dated as of June 23, 2006, by and among Meritor, Inc., an Indiana corporation (formerly known as ArvinMeritor, Inc.) (the “Company”), ArvinMeritor Finance Ireland, a private unlimited liability company incorporated under the laws of Ireland (the “Subsidiary Borrower” and, collectively with the Company, the “Borrowers”), the institutions from time to time parties thereto as “Lenders”, and JPMorgan Chase Bank, National Association, as Administrative Agent (the “Administrative Agent”) (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Terms defined in the Credit Agreement are used herein with the same meaning.
FIRST AMENDMENT TO THE RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • February 1st, 2013 • Meritor Inc • Motor vehicle parts & accessories
This FIRST AMENDMENT TO THE RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of December 14, 2012, is entered into by and among the following parties:
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • January 30th, 2020 • Meritor, Inc. • Motor vehicle parts & accessories • Indiana
In accordance with Section 11 of the 2020 Long-Term Incentive Plan (the “Plan”), of Meritor, Inc. (the “Company”), and your election pursuant to the Meritor, Inc. Non-Employee Director Retainer Deferral Policy (the “Policy”), the number of shares of Common Stock of the Company specified above have been granted to you as of the date listed above (“Grant Date”) as restricted shares (“Restricted Shares”). By accepting such award (this “Award”), you agree to the terms and conditions of this restricted stock agreement (this “Agreement”). All capitalized terms used herein and not otherwise defined will have the meanings set forth in the Plan.
AMENDED AND RESTATED LOAN AGREEMENT Dated as of September 15, 2008 among ArvinMeritor Receivables Corporation, as Borrower, ARVINMERITOR, INC., as initial Collection Agent, THE LENDERS AND CO-AGENTS FROM TIME TO TIME PARTY HERETO, and SUNTRUST...Loan Agreement • September 17th, 2008 • Arvinmeritor Inc • Motor vehicle parts & accessories
