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): May 8, 2006

ARVINMERITOR, INC.

(Exact name of registrant as specified in its charter)

Indiana	1-15983	38-3354643
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer 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 May 8, 2006, ArvinMeritor, Inc. (“ArvinMeritor”) and certain of its subsidiaries entered into (1) Amendment No. 1 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 (b) the First 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 9.01 Financial Statements and Exhibits

(d) Exhibits

10a – Amendment No. 1, dated as of May 8, 2006, 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 – First Amendment, dated as of May 8, 2006, 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/ Vernon G. Baker, II

Vernon G. Baker, II

Senior Vice President and General Counsel

Date: May 8, 2006

EXHIBIT INDEX

Exhibit No. Description

10a	Amendment No. 1, dated as of May 8, 2006, 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	First Amendment, dated as of May 8, 2006, 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

AMENDMENT NO. 1 TO LOAN AGREEMENT

THIS AMENDMENT NO. 1 TO LOAN AGREEMENT (this “Amendment”) is made and entered into as of May 8, 2006, 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 CAPITAL MARKETS, 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. Amendments.

(a)Exhibit F to the Loan Agreement is hereby amended and restated in its entirety to read as set forth in Exhibit 1 hereto.

(b)           The definitions of “Receivable” and “Reserve Floor” in Section 1.1 of the Loan Agreement are hereby amended and restated in their entirety to read, respectively, as follows:

“Receivable” means all indebtedness and other obligations owed to an Originator at the time 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 indebtedness or obligations of Tower Automotive, Inc. or any of its subsidiaries to any Originator existing as of the Closing Date, or indebtedness or obligations of General Motors Corporation and its subsidiaries existing as of any date, constitute a “Receivable.” 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.

“Reserve Floor” means, for any Calculation Period, the sum of (a) 22%, plus (b) the product of (i) the Expected Dilution Ratio as of the most recent Calculation Date, times (ii) the Dilution Horizon Ratio as of the most recent Calculation Date.

(c)           Section 3.2(a) of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

(a)           on each Distribution Date prior to the Commitment Termination Date, (i) in the case of the first Distribution Date after a Loan is funded, for the period since the funding of such Loan through and including the last day of the month ending immediately prior to such Distribution Date or (ii) in the case of any subsequent Distribution Date, for the period since the first day through and including the last day of the month ending immediately prior to such Distribution Date;

(d)           Clause (iv) of subsection (a) of Section 5.1 is amended and restated in its entirety to read as follows:

(iv)          the Lock-Box Accounts and all funds on deposit therein (other than funds constituting collections and proceeds of accounts receivable that are not Receivables), together with all certificates and instruments, if any, from time to time evidencing such accounts and funds on deposit; and

(e) Section 10.2.6 is amended and restated in its entirety to read as follows:

10.2.6      Delinquency Ratio. The Delinquency Ratio shall equal or exceed 8.5% on a rolling three-month average basis.

(f) A new subsection (h) is added to Section 11.2.3, reading as follows:

(h)           All payments and other amounts collected or received by the Collection Agent, the Administrative Agent, any Co-Agent, or any Lender (whether received into any Lock-Box or Lock-Box Account or otherwise) in respect of Receivables (as defined in the Receivables Sale Agreement) that are not Receivables as defined herein, or in respect of any other accounts receivable of any Originator that are not Receivables as defined herein, shall be remitted to the owner thereof on the Business Day collected or received, or as promptly thereafter as such payments or amounts are determined not to be Collections.

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 receivables of General Motors Corporation and its subsidiaries arising on after May 8, 2006, and all proceeds thereof, 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 receivables existing at May 8, 2006, owing from General Motors Corporation and its subsidiaries, all receivables from General Motors Corporation and its subsidiaries arising on or after that date, and all proceeds thereof.

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, (ii) an amended and restated Co-Agents’ Fee Letter, duly executed and delivered by each of the parties thereto, and (iii) 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

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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 executed by their respective officers thereunto duly authorized as of the day and year first above written.

ArvinMeritor Receivables Corporation, AS BORROWER

By: /s/ James D. Donlon, III
Name:	James D. Donlon, III
Title:	Senior Vice President and Chief Financial Officer

ARVINMERITOR, INC., as initial Collection Agent

By: /s/ James D. Donlon, III
Name:	James D. Donlon, III
Title:	Senior Vice President and Chief Financial Officer

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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/ Douglas C. O’Bryan

Name: Douglas C. O’Bryan

Title: Vice President

SUNTRUST CAPITAL MARKETS, INC., AS THREE PILLARS AGENT AND AS ADMINISTRATIVE AGENT

By: /w/ Michael G. Maza

Name: Michael G. Maza

Title: Managing Director

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EX-10

FIRST AMENDMENT TO SECOND AMENDED AND

RESTATED PURCHASE AND SALE AGREEMENT

FIRST AMENDMENT TO SECOND AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT (this “Amendment”), dated as of May 8, 2006, 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, ARVINMERITOR EMISSIONS TECHNOLOGIES SPARTANBURG, INC. (f/k/a Zeuna Staerker USA, Inc.), a South Carolina corporation, 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 (the “Agreement”) is amended as follows:

1.             The following definitions are added to Section 1.1 of the Agreement in their appropriate alphabetical order:

“Designated Receivable” means all indebtedness and other obligations 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.

“Receivable” means all indebtedness and other obligations owed to an Originator at the time it arises, and before giving effect to any transfer or conveyance under this 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 indebtedness or obligations of Tower Automotive, Inc. or any of its subsidiaries to any Originator existing as of the Closing Date, or any Designated Receivable, constitute a “Receivable.” 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.             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 A. Lehmann

Name:	Mary A. Lehmann
Title:	Vice President and Treasurer

ArvinMeritor OE, LLC, as an Originator

By: /s/ Mary A. Lehmann

Name:	Mary A. Lehmann
Title:	Vice President and Treasurer

ArvinMeritor Assembly LLC, as an Originator

By: /s/ Mary A. Lehmann

Name:	Mary A. Lehmann
Title:	Vice President and Treasurer

ArvinMeritor Emissions Technologies Spartanburg, Inc., as an Originator

By: /s/ Mary A. Lehmann

Name:	Mary A. Lehmann
Title:	Vice President and Treasurer

Euclid Industries, LLC, as an Originator

By: /s/ Mary A. Lehmann

Name:	Mary A. Lehmann
Title:	Vice President and Treasurer

Meritor Heavy Vehicle Braking Systems (USA), Inc., as an Originator

By: /s/ Mary A. Lehmann

Name:	Mary A. Lehmann
Title:	Vice President and Treasurer

Meritor Heavy Vehicle Systems, LLC, as an Originator

By: /s/ Mary A. Lehmann

Name:	Mary A. Lehmann
Title:	Vice President and Treasurer

Meritor Transmission Corporation, as an Originator

By: /s/ Mary A. Lehmann

2

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Name:	Mary A. Lehmann
Title:	Vice President and Treasurer

3

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