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Exhibit 4-c-1
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 executive
office at 2135 West Maple Road, Troy, Michigan 48084-7186, and Harris Trust and
Savings Bank, a banking organization organized under the laws of Illinois,
having its Corporate Trust Office at 2 North LaSalle Street, Suite 1020,
Chicago, Illinois 60602 ("Harris"), or any successor to Harris, as trustee
(hereinafter called the "Trustee").
RECITALS OF THE COMPANY
On April 6, 2000, Arvin Industries, Inc., an Indiana corporation
("Arvin"), Meritor Automotive, Inc., a Delaware corporation ("Meritor"), and the
Company executed an agreement and plan of reorganization (the "Merger
Agreement") under which Meritor is being merged with and into the Company, to be
immediately followed by the merger of Arvin with and into the Company, with the
Company as the surviving corporation (the "Merger"). Arvin and the Trustee are
parties to that certain indenture dated as of July 3, 1990, as supplemented by
that First Supplemental Indenture dated as of March 31, 1994 (together, the
"Indenture"). In accordance with Section 801 of the Indenture, immediately
following the Merger, the Company is not in default in the performance or
observance of any of the terms, covenants and conditions of the Indenture to be
kept or performed by the Company; the Company is a corporation organized under
the laws of the State of Indiana; and the Company shall, by virtue of this
Second Supplemental Indenture, expressly assume the due and punctual payment of
the principal of and premium, if any, and interest on all of the Securities,
according to their tenor, and the due and punctual performance and observance of
all of the covenants and conditions of the Indenture to be performed or observed
by the Company. Section 901(1) of the Indenture authorizes the Company and the
Trustee (without the consent of any Holders of Securities issued under the
Indenture) to enter into a supplemental indenture for the purpose of evidencing
the succession of another Person to the Company, and the assumption by any such
successor of the covenants of the Company in the Indenture and in the Securities
contained. The Company now proposes to enter into this Second Supplemental
Indenture for the purpose of evidencing the succession of the Company to Arvin
and the assumption by the Company of the covenants of Arvin in the Indenture and
in the Securities contained.
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises and for the equal and
proportionate benefit of all Holders of Securities heretofore or hereafter
authenticated and delivered under the Indenture, it is mutually covenanted and
agreed as follows:
1. The Company expressly assumes the due and punctual payment of
the principal of and premium, if any, and interest on all of
the Securities, according to their tenor, and the due and
punctual performance and observance of all of the covenants
and conditions of the Indenture to be performed or observed by
the Company.
2. This Second Supplemental Indenture shall become operative and
effective upon the merger of Arvin with and into the Company,
as contemplated by the Merger Agreement.
3. Pursuant to Section 904 of the Indenture, (i) the Indenture is
modified in accordance with the provisions of this
Supplemental Indenture, (ii) this Second Supplemental
Indenture forms a part of the Indenture for all purposes, and
(iii)
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every Holder of Securities heretofore or hereafter
authenticated and delivered under the Indenture and of any
coupons appertaining thereto is bound by this Second
Supplemental Indenture.
4. References to the Indenture, including all such references in
Securities of any series heretofore or hereafter authenticated
and delivered under the Indenture, need not contain any
reference to this Second Supplemental Indenture, but all
references to the Indenture dated as of July 3, 1990, between
Arvin and Harris, or to the Indenture dated as of July 3,
1990, between Arvin and Harris, as amended by the First
Supplemental Indenture dated as of March 31, 1994, between
Arvin and Harris, shall be deemed to refer to the Indenture as
modified in accordance with this Second Supplemental
Indenture.
5. All capitalized terms used in this Second Supplemental
Indenture and not defined herein shall have the respective
meanings set forth in the Indenture. The recitals contained in
this Second Supplemental Indenture shall be taken as the
statements of the Company, and the Trustee assumes no
responsibility for their correctness. This instrument may be
executed in any number of counterparts, each of which so
executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same
instrument.
6. This Second Supplemental Indenture may be executed in one or
more separate counterparts, each of which shall be an
original, but all of which together shall constitute one
instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be duly executed, and their respective corporate seals
to be hereunto affixed, all as of the day and year first above written.
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ARVINMERITOR, INC.
By: /s/ Thomas A. Madden
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[SEAL] Name: Thomas A. Madden
Its: Senior Vice President, Chief Financial
Officer and Treasurer
ATTEST:
By: /s/ Vernon G. Baker, II
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Secretary
HARRIS TRUST AND SAVINGS BANK, not in its
individual capacity but solely as trustee
By: /s/ J. Bartolini
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[SEAL] Name: J. Bartolini
Its: Authorized Officer
ATTEST:
By: /s/ C. H. Long
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Assistant Secretary
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