Meritor Inc – ‘10-K405’ for 9/30/00 – EX-4.B.1

On:  Thursday, 12/21/00, at 1:16pm ET   ·   For:  9/30/00   ·   Accession #:  950123-0-11696   ·   File #:  1-15983

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Annual Report — [x] Reg. S-K Item 405   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K405     Arvinmeritor, Inc.                                    26    168K 
 2: EX-4.B.1    First Supplemental Indenture                           2     15K 
 3: EX-4.C.1    Second Supplemental Indenture                          3     23K 
 4: EX-4.D.2    Second Supplemental Indenture                          4     25K 
 5: EX-10.F     Copy of Resolution of the Board of Directors           1     10K 
 6: EX-10.K.1   Employment Offer Letter                                4     23K 
 7: EX-10.K.2   Employment Offer Letter                                4     23K 
 8: EX-10.K.3   Employment Offer Letter                                4     24K 
 9: EX-10.K.4   Employment Offer Letter                                4     24K 
10: EX-13       Portions of the 2000 Annual Report                    47    187K 
11: EX-21       List of Subsidiaries of the Company                    3     13K 
12: EX-23.A     Consent of M. Lee Murrah, Esq                          1     10K 
13: EX-23.B     Consent of Vernon G. Baker, Ii, Esq.                   2±    10K 
14: EX-23.C     Independent Auditors' Consent                          1     10K 
15: EX-24       Power of Attorney                                      2     17K 
16: EX-27       Financial Data Schedule                                1      8K 

EX-4.B.1   —   First Supplemental Indenture

EX-4.B.1
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                                                                   Exhibit 4-b-1

FIRST SUPPLEMENTAL INDENTURE

FIRST SUPPLEMENTAL INDENTURE, dated as of July 7, 2000, to the
Indenture, dated as of April 1, 1998, between Meritor Automotive, Inc., a       
Delaware corporation ("Meritor") having its principal office at 2135 West Maple 
Road, Troy, Michigan 48084-7186, and The Chase Manhattan Bank, a New York       
banking corporation, as trustee (the "Trustee"), having its principal corporate 
trust office at 450 West 33rd Street, 15th Floor, New York, New York 10001-2697,
Attention: Capital Markets Fiduciary Services (the "Indenture"). All capitalized
terms not defined herein are used herein as defined in the Indenture.           

       WHEREAS, Meritor, Arvin Industries, Inc. ("Arvin"), and ArvinMeritor,
Inc. ("ArvinMeritor") have entered into an Agreement and Plan of Reorganization,
dated April 6, 2000, under which Meritor and Arvin will each merge into         
ArvinMeritor, an Indiana corporation (the "Merger"); and                        

        WHEREAS, Section 8.01 of the Indenture provides that Meritor may merge
into any other corporation that is organized and existing under the laws of any 
State if certain other conditions are satisfied; and                            

      WHEREAS, on February 24, 1999, Meritor issued $500,000,000 aggregate
principal amount of its 6.80% Notes due February 15, 2009 (the "Notes") under   
the Indenture, and the Notes are outstanding on the date hereof; and            

  WHEREAS, in connection with the Merger, ArvinMeritor will assume
Meritor's obligations under the Indenture, including its obligations with       
respect to the Notes;                                                           

NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:       

   1. Effective upon consummation of the Merger, ArvinMeritor hereby
expressly assumes the due and punctual payment of the principal of (and premium,
if any) and interest, if any, on all the Securities and coupons, if any,        
appertaining thereto and the performance of every covenant of the Indenture on  
the part of Meritor to be performed or observed.                                

        2. Pursuant to Section 8.02 of the Indenture, upon consummation of the
Merger, ArvinMeritor shall succeed to, and be substituted for, and may exercise 
every right and power of, the Company under the Indenture with the same effect  
as if ArvinMeritor had been named as the Company in the Indenture, and          
thereafter Meritor shall be relieved of all obligations and covenants under the 
Indenture, the Securities and any coupons.                                      

EX-4.B.1
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-2- 

      IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed, and their respective corporate seals to be       
hereunder affixed and attested, all as of the day and year first above written. 

                                                                [Download Table]
                                                                          
[CORPORATE SEAL]                     MERITOR AUTOMOTIVE, INC.             

                                     By: /s/ Vernon G. Baker, II          
                                         ------------------------------   
                                     Title: Senior Vice President, General
                                              Counsel and Secretary       
Attest:                                                                   

/s/ Bonnie Wilkinson                                                      
---------------------                                                     
Title: Assistant Secretary                                                

[CORPORATE SEAL]                     ARVINMERITOR, INC.                   

                                     By:  /s/ Thomas A. Madden            
                                        ----------------------            
                                     Title: Senior Vice President and     
                                              Chief Financial Officer     
Attest:                                                                   

/s/ Vernon G. Baker, II                                                   
-----------------------                                                   
Title: Secretary                                                          

[CORPORATE SEAL]                     THE CHASE MANHATTAN BANK, as Trustee 

                                     By: /s/ Robert S. Peschler           
                                         ----------------------           
                                     Title: Assistant Vice President      
Attest:                                                                   

/s/ Diane Darconte                                                        
------------------                                                        
Authorized Officer                                                        

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-K405’ Filing		Date		First		Last			Other Filings
		2/15/09		1
Filed on:		12/21/00
For Period End:		9/30/00							11-K
		7/7/00		1					8-K
		4/6/00		1
		2/24/99		1
		4/1/98		1
									List all Filings

3 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/17/21  Meritor, Inc.                     10-K       10/03/21  164:22M
11/13/20  Meritor, Inc.                     S-3ASR     11/13/20    9:1.8M                                   DG3/FA
11/12/20  Meritor, Inc.                     10-K        9/27/20  174:25M