On February 8, 2007, ArvinMeritor, Inc. (the “Company”) completed the sale of $175,000,000 aggregate principal amount of its 4.00% convertible senior notes due 2027 (the “Notes”) in a private placement to qualified institutional buyers exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"). The Notes are fully and unconditionally guaranteed on a senior unsecured basis by certain of the Company’s subsidiaries. In connection with the issuance of the Notes, the Company entered into an Indenture, dated as of February 8, 2007 (the “Indenture”), with The Bank of New York Trust Company, N.A., as trustee (“the Trustee”). The Indenture provides for the issuance and authentication of the Notes; the terms of redemption, repurchase and conversion of the Notes; certain covenants of the Company; events of default and related remedies available to holders of the Notes; rights and obligations of the Trustee; and other customary provisions.

The Trustee and its affiliates have in the past, and may from time to time in the future, provide banking and other services to the Company and its subsidiaries in the ordinary course of their business. The Trustee is also trustee for other series of the Company’s outstanding notes.

In connection with the sale of the Notes, the Company entered into a Registration Rights Agreement, dated as of February 8, 2007, with the subsidiary guarantors of the Notes and the initial purchasers of the Notes named therein (the "Registration Rights Agreement"). Under the Registration Rights Agreement, the Company has agreed to file within 120 days of the date on which the Notes are first issued a shelf registration statement for resale of the Notes and the shares of Common Stock issuable upon conversion of the Notes. The Company is further obligated to use reasonable best efforts to cause the shelf registration statement to become effective under the Securities Act within 210 days after the date on which the Notes are first issued. If the Company fails to comply with certain of its obligations under the Registration Rights Agreement, it will be required to pay additional interest to holders of the Notes under specified circumstances.

Certain of the initial purchasers of the Notes are also lenders under the Company's $1.15 billion senior secured credit facilities. The initial purchasers and their affiliates have in the past provided and may from time to time in the future provide certain commercial banking, financial advisory, investment banking and other services for the Company for which they have received and will be entitled to receive separate fees. On February 2, 2007 the Company announced that it had entered into a definitive agreement to sell its Emissions Technologies business to an affiliate of One Equity Partners, II, L.P., a private equity affiliate of J.P. Morgan Securities Inc. J.P. Morgan Securities Inc. is one of the initial purchasers of the Notes. J.P. Morgan Securities Inc. is also providing debt financing to One Equity Partners in connection with its acquisition of the Company’s Emissions Technologies business.

The above descriptions of certain terms and conditions of the Indenture and the Registration Rights Agreement are qualified in their entirety by reference to the full texts of the Indenture and the Registration Rights Agreement, which are attached hereto as Exhibits 4.1 and 4.2, respectively, and incorporated herein by reference.

The information set forth under "Item 1.01. Entry into a Material Definitive Agreement" and "Item 3.02. Unregistered Sales of Equity Securities" of this Current Report on Form 8-K is incorporated herein by reference.

The information set forth under "Item 1.01. Entry into a Material Definitive Agreement" of this Current Report on Form 8-K is incorporated herein by reference.

The Notes were sold pursuant to a Purchase Agreement, dated February 6, 2007, among the Company, the subsidiary guarantors of the Notes and the initial purchasers named therein (the "Initial Purchasers"). The net proceeds from the offering, after deducting the Initial Purchasers’ discount and estimated offering expenses payable by the Company, were approximately $169,200,000. The Company has granted the Initial Purchasers an option, exercisable on or before March 8, 2007, to purchase up to an additional $25,000,000 aggregate initial principal amount of Notes, solely to cover over-allotments.

The Company will pay 4.00% cash interest on the Notes semi-annually in arrears on February 15 and August 15 of each year, beginning on August 15, 2007 and ending on February 15, 2019. The Company will not pay cash interest on the Notes after February 15, 2019. Commencing on February 15, 2019, the principal amount of the Notes will be subject to accretion at a rate that provides holders with an aggregate annual yield to maturity of 4.00% (computed on a semi-annual bond equivalent yield basis). The Notes will mature on February 15, 2027.

The Notes will be convertible in certain circumstances into cash up to the accreted principal amount of the note surrendered for conversion and, if applicable, shares of the Company’s common stock, based on an initial conversion rate, subject to adjustment, equivalent to 37.4111 shares per $1,000 initial principal amount of Notes (which represents an initial conversion price of approximately $26.73 per share), only under the following circumstances:

(1) Prior to February 15, 2025, during any calendar quarter after the calendar quarter ending March 31, 2007, if the closing sale price of the Company's common stock for 20 or more trading days in a period of 30 consecutive trading days ending on the last trading day