8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 31, 2008

ARVINMERITOR, INC.

(Exact name of registrant as specified in its charter)

		Indiana		1-15983			38-3354643
(State or other jurisdiction			(Commission			(IRS Employer
	of incorporation)			File No.)	Identification No.)

2135 West Maple Road

Troy, Michigan

(Address of principal executive offices)

48084-7186

(Zip code)

Registrant’s telephone number, including area code: (248) 435-1000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement

On March 31, 2008, ArvinMeritor, Inc. (“ArvinMeritor”) and certain of its subsidiaries entered into (1) Amendment No. 5 to the Loan Agreement, dated as of September 19, 2005, among ArvinMeritor, ArvinMeritor Receivables Corporation, the lenders party thereto and SunTrust Capital Markets, Inc., and (2) the Sixth Amendment to Second Amended and Restated Purchase and Sale Agreement, dated as of September 19, 2005, among ArvinMeritor Receivables Corporation and various affiliates, as Originators, in each case relating to ArvinMeritor’s U.S. accounts receivable securitization program. The purpose of the amendments is to amend the definition of “Receivable” to expand the definition of excluded obligations. The amendments are filed as Exhibits 10a and 10b to this Form 8-K and are incorporated herein by reference.

Item 8.01. Other Events

On March 18, 2008, ArvinMeritor issued a press release in which it reiterated its free cash flow guidance for the fiscal year 2008. Such press release, however, mistakenly referred to that reiterated guidance as “in the range of $75 million to $100 million outflow”. Such reiterated guidance in fact should have been stated as “in the range of $75 million to $125 million outflow”, which was the guidance contained in ArvinMeritor’s earnings press release dated January 29, 2008. The correct cash flow guidance was referred to in the public web-cast conference call, also on March 18, and in the slides related thereto which were posted on the ArvinMeritor website (www.arvinmeritor.com).

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

10a – Amendment No. 5, dated as of March 31, 2008, to Loan Agreement, dated as of September 19, 2005, among ArvinMeritor, ArvinMeritor Receivables Corporation, the lenders from time to time party thereto and SunTrust Capital Markets, Inc.

10b – Sixth Amendment, dated as of March 31, 2008, to Second Amended and Restated Purchase and Sale Agreement, dated as of September 19, 2005, among ArvinMeritor Receivables Corporation and the Originators named therein.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ARVINMERITOR, INC.


By: /s/ Jeffrey A. Craig
             Jeffrey A. Craig
             Senior Vice President and
             Controller

Date: April 1, 2008

EXHIBIT INDEX

Exhibit No. Description

10a	Amendment No. 5, dated as of March 31, 2008, to Loan Agreement, dated as of September 19, 2005, among ArvinMeritor, ArvinMeritor Receivables Corporation, the lenders from time to time party thereto and SunTrust Capital Markets, Inc.
10b	Sixth Amendment, dated as of March 31, 2008, to Second Amended and Restated Purchase and Sale Agreement, dated as of September 19, 2005, among ArvinMeritor Receivables Corporation and the Originators named therein.

EX-10.(A)

Exhibit 10a

AMENDMENT NO. 5 TO LOAN AGREEMENT

THIS AMENDMENT NO. 5 TO LOAN AGREEMENT (this “Amendment”) is made and entered into as of March 31, 2008, with respect to that certain Loan Agreement dated as of September 19, 2005 (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), by and among ARVINMERITOR RECEIVABLES CORPORATION, a Delaware corporation, as “Borrower,” ARVINMERITOR, INC., an Indiana corporation in its capacity as the initial “Collection Agent,” THREE PILLARS FUNDING LLC, a Delaware limited liability company, and SUNTRUST BANK, a Georgia banking corporation, as “Lenders”, and SUNTRUST ROBINSON HUMPHREY, INC, a Tennessee corporation, as “Three Pillars Agent” and as “Administrative Agent”. Capitalized terms used and not otherwise defined herein are used with the meanings attributed thereto in the Loan Agreement.

BACKGROUND

The parties wish to amend the Loan Agreement on the terms and subject to the conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained, the parties hereto agree as follows:

1.   Amendment. Effective on March 31, 2008:

(a) Exhibit F to the Loan Agreement is amended and restated in its entirety to read as set forth in Exhibit 1 hereto, without the necessity of any further action on the part of any party to the Loan Agreement; and

(b)        the definition of “Receivable” in Section 1.1 of the Loan Agreement is amended and restated in its entirety to read as follows:

“Receivable” means all indebtedness and other obligations owed to an Originator at the times it arises, and before giving effect to any transfer or conveyance under the Receivables Sale Agreement (including, without limitation, any indebtedness, obligation or interest constituting an account, chattel paper, instrument or general intangible) arising from the sale of goods or the provision of services by such Originator and further includes, without limitation, the applicable Obligor’s obligation to pay any Finance Charges, freight charges and other obligations of such Obligor with respect thereto; provided, however, in no event shall (i) indebtedness or obligations of Tower Automotive, Inc. or any of its subsidiaries to any Originator existing as of the Closing Date, (ii) indebtedness and obligations of General Motors Corporation, Ford Motor Corporation, or Chrysler Holdings, LLC or any of their respective subsidiaries existing as of any date, or (iii) any indebtedness or obligations owed at any time to ArvinMeritor OE, LLC arising from the sale of goods or the rendition of services at or from the facility located at 181 Bennett Drive, Pulaski, Tennessee, constitute “Receivables.” Indebtedness and other rights and obligations arising from any one transaction, including, without limitation, indebtedness and other rights and

obligations represented by an individual invoice, shall constitute a Receivable separate from a Receivable consisting of the indebtedness and other rights and obligations arising from any other transaction; provided that any indebtedness, rights or obligations referred to in the immediately preceding sentence shall be a Receivable regardless or whether the Obligor or applicable Originator treats such indebtedness, rights or obligations as a separate payment obligation.

2. Consent; Financing Statements. In furtherance of the foregoing:

(a) each of the Agents and the Lenders hereby consents to the execution, delivery, and performance by the Borrower and the Originators of an amendment to the Receivables Sale Agreement in form and substance as Exhibit 2 attached hereto,

(b) the Administrative Agent is hereby authorized to amend all financing statements filed in connection with the Receivables Sale Agreement naming the Originators, as debtors/sellers, and the Borrower, as secured party/purchaser, to exclude from the collateral described therein all Designated Receivables as defined in the Receivables Sale Agreement, as amended, and

(c) the Administrative Agent is hereby authorized to amend all financing statements naming the Borrower as debtor filed in connection with the Transaction Documents to release from the collateral covered thereby all indebtedness and obligations that are excluded from the definition of “Receivables” in the Loan Agreement pursuant to the proviso in the first sentence of that definition, as amended hereby.

3. Representations. In order to induce the Agents and the Lenders to enter into this Amendment, the Borrower hereby represents and warrants to the Agents and the Lenders that no Significant Event or Unmatured Significant Event exists and is continuing as of the date hereof.

4. Effectiveness. This Amendment shall become effective and shall inure to the benefit of the Borrower, the Collection Agent, the Lenders, the Agents and their respective successors and assigns when the Administrative Agent shall have received one or more counterparts of (i) this Amendment, duly executed and delivered by each of the parties hereto, and (ii) the amendment to the Receivables Sale Agreement in the form of Exhibit 2 hereto, duly executed and delivered by the Borrower and the Originators.

5. Ratification.Except as expressly amended above, the Loan Agreement remains unaltered and in full force and effect and is hereby ratified and confirmed.

6. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW)).

7. Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by facsimile shall be effective as delivery of a manually executed counterpart of this Amendment.

[signature pages begin on next page]

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective officers thereunto duly authorized as of the day and year first above written.

ARVINMERITOR RECEIVABLES CORPORATION, AS BORROWER

By:  /s/ Mary Lehmann                      

Name: Mary Lehmann

Title: President and Treasurer

ARVINMERITOR, INC., AS INITIAL COLLECTION AGENT

By:  /s/Mary Lehmann                       

Name: Mary Lehmann

Title: Senior Vice President, Strategic Initiatives, and Treasurer

THREE PILLARS FUNDING LLC, AS A CONDUIT LENDER

By:  /s/ Doris J. Hearn                     

Name:  Doris J. Hearn

Title:    Vice President

SUNTRUST BANK, AS A COMMITTED LENDER

By:   /s/ William C. Humphries            

Name: William C. Humphries

Title:   Managing Director 

SUNTRUST ROBINSON HUMPHREY, INC., AS THREE PILLARS AGENT AND AS ADMINISTRATIVE AGENT

By:   /s/ Michael G. Maza                  

Name:  Michael G. Maza

Title:    Managing Director

EXHIBIT 1

EXHIBIT F

CONCENTRATION LIMITS

Schedule Omitted.

EX-10.(B)

Exhibit 10b

SIXTH AMENDMENT TO SECOND AMENDED AND

RESTATED PURCHASE AND SALE AGREEMENT

SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT (this “Amendment”), dated as of March 31, 2008, between ARVINMERITOR RECEIVABLES CORPORATION, a Delaware corporation (the “Buyer”) and ARVINMERITOR OE, LLC, a Delaware limited liability company, EUCLID INDUSTRIES, LLC, a Delaware limited liability company, MERITOR HEAVY VEHICLE BRAKING SYSTEMS (USA), INC., a Delaware corporation, MERITOR HEAVY VEHICLE SYSTEMS, LLC, a Delaware limited liability company, MERITOR TRANSMISSION CORPORATION, a Delaware corporation, and ARVINMERITOR ASSEMBLY LLC, a Delaware limited liability company (each of the foregoing other than the Buyer, an “Originator” and collectively, the “Originators”).

FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree that the Second Amended and Restated Purchase and Sale Agreement dated as of September 19, 2005, between the Buyer and the Originators, as amended (the “Agreement”), is hereby further amended as follows:

1.          The definition of “Designated Receivable” in Section 1.1 of the Agreement is amended to read as follows:

“Designated Receivable” means all indebtedness and other obligations (i) arising from the sale of goods or the provision of services by an Originator to General Motors Corporation or any of its subsidiaries arising on or after May 8, 2006, (ii) arising from the sale of goods or the rendition of services by ArvinMeritor OE, LLC at or from the facility located at 181 Bennett Drive, Pulaski, Tennessee, in respect of which an invoice is issued for the first time after September 29, 2006, (iii) arising from the sale of goods or the provision of services by an Originator to Ford Motor Company or any of its subsidiaries arising on or after November 6, 2006, (iv) arising from the sale of goods or the rendition of services by ArvinMeritor OE, LLC or by Meritor Heavy Vehicle Systems, LLC at or from the facilities located at 201 North Harris Drive, Dexter, Missouri, 601 South Gladstone, Columbus, Indiana, or 950 West Road 450 South, Columbus, Indiana, in respect of which an invoice is issued for the first time after February 4, 2007, (v) arising from the sale of goods or the rendition of services by ArvinMeritor Emissions Technologies Spartanburg, Inc. at or from the facility located at 2651 New Cut Road, Spartanburg, South Carolina, in respect of which an invoice is issued for the first time after February 4, 2007, (vi) arising from the sale of goods or the rendition of services by ArvinMeritor Assembly, LLC at or from the facility located at 24850 Northline Road, Taylor, Michigan in respect of which an invoice is issued for the first time after February 4, 2007; and (vii) arising from the sale of goods or the provision of services by an Originator to Chrysler Holdings LLC or any of its subsidiaries arising on or after March 31, 2008.

2.          THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW)).

3.          This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by facsimile shall be effective as delivery of a manually executed counterpart of this Amendment.

<Signature pages follow>

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IN WITNESS WHEREOF, the parties have caused this Amendment to be signed by their duly authorized officers as of the date first above written.

ARVINMERITOR RECEIVABLES CORPORATION,

as Buyer

By:/s/ Mary Lehmann

Name: Mary Lehmann

Title: President and Treasurer

ARVINMERITOR OE, LLC, as an Originator

By: /s/ Mary Lehmann

Name: Mary Lehmann

Title: Vice President and Treasurer

ARVINMERITOR  ASSEMBLY  LLC, as an Originator

By: /s/ Mary Lehmann

Name: Mary Lehmann

Title: Vice President and Treasurer

EUCLID INDUSTRIES, LLC, as an Originator

By: /s/ Mary Lehmann

Name: Mary Lehmann

Title: Vice President and Treasurer

MERITOR HEAVY VEHICLE BRAKING SYSTEMS                                                                                                  (USA), INC., as an Originator

By: /s/Mary Lehmann

Name: Mary Lehmann

Title: Vice President and Treasurer

MERITOR HEAVY  VEHICLE  SYSTEMS, LLC,

as an Originator

By: /s/ Mary Lehmann

Name: Mary Lehmann

Title: Vice President and Treasurer

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MERITOR TRANSMISSION CORPORATION, as an                                                                                                  Originator

By: /s/ Mary Lehmann 

Name: Mary Lehmann

Title: Vice President and Treasurer

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