Item 1.01. Entry into a Material Definitive Agreement
On September 24, 2012, certain subsidiaries of Meritor, Inc. ("Meritor"),
Meritor Aftermarket USA, LLC (formerly known as ArvinMeritor Mascot, LLC) ,
Meritor Heavy Vehicle Braking Systems (U.S.A), LLC (formerly known as Meritor
Heavy Vehicle Braking Systems (USA), Inc.), and Meritor Heavy Vehicle Systems,
LLC (the "Originators"), entered into an amendment (the "Amendment") effective
as of September 28, 2012 to the Receivables Purchase Agreement dated as of
October 29, 2010, as amended (as so amended, the "Receivables Purchase
Agreement), with an affiliate of Nordea Bank AB known as Viking Asset Purchaser
No 7 IC, an incorporated cell of Viking Global Finance ICC, an incorporated cell
company incorporated under the laws of Jersey, as purchaser ("Viking"), and
Citicorp Trustee Company Limited, as programme trustee. The Amendment increased
the maximum amount of receivables that the Originators are able to sell to
Viking from 60 million Euro to 65 million Euro of eligible Volvo Group
receivables outstanding at any time and extended the termination date from
October 29, 2012 to October 29, 2013. Except as so revised, the Receivables
Purchase Agreement did not change from that described in Meritor's Current
Reports on Form 8-K filed on November 2, 2010, June 29, 2011 and September 28,
2011.
The Receivables Purchase Agreement is intended to effect an absolute transfer of
the relevant receivables, and contains representations, warranties and covenants
typical for such a transaction. It is also cross-defaulted to Meritor's senior
secured credit facility, and contains other customary events of default. For a
further description of the covenants set forth in Meritor's senior secured
credit facility, please see Note 17 of the Notes to Consolidated Financial
Statements and the discussion under the heading "Liquidity" in Item 2.
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" in Meritor's report on Form 10-Q for the quarter ended July 1, 2012.