Exhibit



EXECUTION VERSION



Exhibit 10-a 
    
AMENDMENT NO. 2 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT 
AND 
AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT
This AMENDMENT NO. 2 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT AND AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT (this “Amendment”) dated as of December 14, 2017 is among Meritor, Inc., an Indiana corporation (the “Company”), ArvinMeritor Finance Ireland Unlimited Company, a company organized under the laws of Ireland (the “Subsidiary Borrower” and, collectively with the Company, the “Borrowers”), the financial institutions listed on the signature pages hereto and JPMorgan Chase Bank, N.A., in its capacity as administrative agent for itself and the other Lenders (in such capacity, the “Administrative Agent”).  Defined terms used herein and not otherwise defined herein shall have the meanings given to them in the “Credit Agreement” referred to below.
WHEREAS, (a) the signatories hereto are parties to that certain Third Amended and Restated Credit Agreement, dated as of March 31, 2017 (as the same has been and may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrowers, the financial institutions from time to time parties thereto as lenders (the “Lenders”) and the Administrative Agent and (b) the Company and the Administrative Agent are parties to that certain Third Amended and Restated Pledge and Security Agreement, dated as of March 31, 2017 (as the same has been and may be further amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”), among the Company and the Subsidiaries of the Company party thereto as grantors (the “Subsidiary Grantors”) and the Administrative Agent; 
WHEREAS, the Company and the Subsidiary Grantors wish to amend the Credit Agreement and the Security Agreement in certain respects, and the Lenders party hereto and the Administrative Agent are willing to amend the Credit Agreement and the Security Agreement on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises set forth above, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrowers, the Lenders party hereto and the Administrative Agent agree as follows:
1.Amendment to Credit Agreement.    Upon and subject to the satisfaction of the conditions precedent set forth in Section 3 below, the Credit Agreement shall be and hereby is amended as follows:
(a)    Section 7.3(E)(ii) of the Credit Agreement is hereby amended to delete the “and” before clause (f) and to add clause (g) as follows:
and (g) in connection with the restructuring of the Company’s Swedish operations, Arvinmeritor Sweden AB, a Foreign Subsidiary Guarantor, may purchase preference shares in Meritor HVS AB, a Foreign Subsidiary Non-Guarantor, from Meritor Aftermarket Canada 









Inc. and Meritor Brazil Holdings LLC, each a Foreign Subsidiary Non-Guarantor, in consideration for Arvinmeritor Sweden AB’s issuance of its own common shares to Meritor Aftermarket Canada Inc. and Meritor Brazil Holdings LLC;  
2.    Amendment to Security Agreement.  Upon and subject to the satisfaction of the conditions precedent set forth in Section 3 below, the Security Agreement shall be and hereby is amended as follows:
(a)    Section 4.6.2 of the Security Agreement is hereby amended and restated in its entirety as follows:
4.6.2  Issuance of Additional Securities. Except pursuant to a transaction permitted under the Credit Agreement, no Grantor will permit or suffer (i) any issuer of Pledged Equity that is a Wholly-Owned Subsidiary of such Grantor to issue any such securities or other ownership interests, any right to receive the same or any right to receive earnings, except to such Grantor or (ii) any issuer of Pledged Equity that is not a Wholly-Owned Subsidiary of such Grantor to issue any such securities or other ownership interests, any right to receive the same or any right to receive earnings unless such issuance is made or offered to each holder of such securities based on their proportionate holdings thereof.
3.    Conditions Precedent to Amendment.  This Amendment shall become effective as of the date first above written if, and only if on such date:
(a)    The Administrative Agent has received duly executed copies of this Amendment from the Borrowers, the Required Lenders and the Administrative Agent.
(b)    The Administrative Agent has received duly executed copies of the Consent and Reaffirmation attached hereto from each Subsidiary Grantor and each other Subsidiary Guarantor.
(c)    The Company shall have paid all fees and expenses (including, to the extent invoiced, reimbursement of fees and expenses of the Administrative Agent’s counsels) in connection with this Amendment and the other Loan Documents. 
4.    Representations and Warranties of the Borrowers.  Each Borrower hereby represents and warrants as follows:
(a)    Such Borrower has the corporate or other power and authority and legal right to execute and deliver this Amendment and to perform its obligations hereunder and under the Loan Documents (as amended hereby).  The execution and delivery by such Borrower of this Amendment, and the performance of its obligations under this Amendment and the Loan Documents (as amended hereby), have been duly authorized by proper corporate acts (or analogous acts in the case of the Subsidiary Borrower).
(b)    This Amendment and the Loan Documents (as amended hereby) to which such Borrower is a party constitute the legal, valid and binding obligations of such Borrower enforceable against such Borrower in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, or similar laws affecting the enforcement of creditors’ rights generally.
(c)    Neither the execution and delivery by such Borrower of this Amendment, nor the consummation of the transactions contemplated herein and in the Loan Documents (as amended hereby), nor compliance with the provisions hereof or thereof will violate any law, rule, regulation, order, writ, 


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judgment, injunction, decree or award binding on the Company or any of its Subsidiaries or the Company’s or any Subsidiary’s articles of incorporation or by-laws or comparable constitutive documents or the provisions of any indenture, instrument or agreement to which the Company or any of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in the creation or imposition of any Lien (other than any Lien permitted by Section 7.3(F) of the Credit Agreement) in, of or on the Property of the Company or a Subsidiary pursuant to the terms of any such indenture, instrument or agreement, except any such violation, conflict or default as would not reasonably be expected to have a Material Adverse Effect. No order, consent, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, any Governmental Authority, or any other third party, is required to authorize, or is required in connection with the execution or delivery of this Amendment or the performance of, or the legality, validity, binding effect or enforceability of, this Amendment or the Loan Documents (as amended hereby).
(d)    As of the date hereof and after giving effect to the terms of this Amendment, (i) each representation and warranty by such Borrower set forth in the Credit Agreement and in the other Loan Documents to which such Borrower is a party is true and correct in all material respects, except to the extent that such representation or warranty expressly relates to an earlier date (in which case such representation and warranty shall be true and correct as of such earlier date) and (ii) no Default or Unmatured Default exists under the terms of the Credit Agreement. 
5.    Reference to and Effect on the Credit Agreement and the Security Agreement.
(a)    Upon the effectiveness of Section 1 hereof, (i) each reference in the Credit Agreement to “this Credit Agreement,” “hereunder,” “hereof,” “herein” or words of like import shall mean and be a reference to the Credit Agreement, as amended hereby and (ii) each reference in the Credit Agreement to the “Pledge and Security Agreement” shall mean and be a reference to the Security Agreement, as amended hereby.  This Amendment is a Loan Document pursuant to the Credit Agreement and shall (unless expressly indicated herein or therein) be construed, administered, and applied, in accordance with all of the terms and provisions of the Credit Agreement.
(b)    Except as specifically amended above, the Credit Agreement, the Security Agreement and all other documents, instruments and agreements executed and/or delivered in connection therewith, shall remain in full force and effect, and are hereby ratified and confirmed.  Without limiting the foregoing, each Borrower hereby (i) agrees that this Amendment and the transactions contemplated hereby shall not limit or diminish the obligations of such Borrower arising under or pursuant to the Credit Agreement and the other Loan Documents to which it is a party, (ii) reaffirms its obligations under the Credit Agreement and each and every other Loan Document to which it is a party (including, without limitation, each applicable Collateral Document), and (iii) reaffirms all Liens on the Collateral which have been granted by it in favor of the Administrative Agent (for itself and the other Holders of Secured Obligations) pursuant to any of the Loan Documents.  
(c)    Except as expressly provided herein, the execution, delivery and effectiveness of this Amendment (or any provision hereof) shall not operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders, nor constitute a waiver of any provision of the Credit Agreement, the Security Agreement or any other documents, instruments and agreements executed and/or delivered in connection therewith.
6.    GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


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7.    Headings.  Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.
8.    Counterparts.  This Amendment may be executed by one or more of the parties hereto on any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument.  Delivery of an executed counterpart of a signature page of this Amendment by facsimile or e-mail transmission shall be effective as delivery of a manually executed counterpart of this Amendment.
9.    Successors and Assigns.  This Amendment and the rights evidenced hereby shall inure to the benefit of and be binding upon the permitted successors and assigns of the parties hereto, and shall be enforceable by any such successors and assigns.


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IN WITNESS WHEREOF, this Amendment has been duly executed and delivered as of the date first above written.
	
				
	MERITOR, INC., as a Borrower

	 

	 

	By:
	/s/ Carl D. Anderson, II

	Name: Carl D. Anderson, II
	 
	 

	Title: Vice President and Treasurer
	 
	 

	 
	 
	 

	 
	 
	 

	 
	 
	 

	ARVINMERITOR FINANCE IRELAND UNLIMITED COMPANY, 
as a Borrower

	 

	 

	By:
	/s/ Todd Chirillo

	Name: Todd Chirillo
	 

	Title: Director
	 






	
				
	JPMORGAN CHASE BANK, N.A.,
	 
	 

	as Administrative Agent and as a Lender
	 
	 

	 
	 
	 

	 
	 
	 

	By:
	/s/ Robert P. Kellas

	Name: Robert P. Kellas
	 

	Title: Executive Director
	 






	
			
	BANK OF AMERICA, N.A., as a Lender 

	 

	 

	By:
	/s/ Brian Lukehart

	Name: Brian Lukehart
	 

	Title: Director
	 
















    

	
			
	ROYAL BANK OF CANADA, as a Lender 

	 

	 

	By:
	/s/ Edward D. Herko

	Name: Edward D. Herko
	 

	Title: Authorized Signatory
	 







	
			
	PNC BANK, NATIONAL ASSOCIATION,  as a Lender 

	 

	 

	By:
	/s/ Scott Neiderheide

	Name: Scott Neiderheide
	 

	Title: Vice President
	 







	
		
	BNP PARIBAS, as a Lender 

	 

	 

	By:
	/s/ Tony Baratta

	Name: Tony Baratta

	Title: Managing Director






	
			
	By:
	/s/ Nader Tannous

	Name: Nader Tannous
	 

	Title: Managing Director
	 













	
			
	THE ROYAL BANK OF SCOTLAND PLC (TRADING AS NATWEST MARKETS),     as a Lender 

	 

	 

	By:
	/s/ Antonis Natzopaulos

	Name: Antonis Natzopaulos
	 

	Title: Natwest Markets, VP
	 







	
			
	FIFTH THIRD BANK, as a Lender 

	 

	 

	By:
	/s/ Mike Gifford

	Name: Mike Gifford
	 

	Title: Director
	 







	
			
	THE HUNTINGTON NATIONAL BANK,   as a Lender 

	 

	 

	By:
	/s/ Dan Swanson

	Name: Dan Swanson
	 

	Title: Assistant Vice President
	 







	
			
	U.S. BANK NATIONAL ASSOCIATION,    as a Lender 

	 

	 

	By:
	/s/ Jeffrey S. Johnson

	Name: Jeffrey S. Johnson
	 

	Title: Senior Vice President
	 







	
			
	CITIZENS BANK, N.A., as a Lender 

	 

	 

	By:
	/s/ Stephen A. Maenhout

	Name: Stephen A. Maenhout
	 

	Title: Senior Vice President
	 







	
			
	COMERICA BANK, as a Lender 

	 

	 

	By:
	/s/ Nicole Swigert

	Name: Nicole Swigert
	 

	Title: Vice President
	 











Consent and Reaffirmation 
 
dated as of December 14, 2017
Each of the undersigned hereby acknowledges receipt of a copy of Amendment No. 2 to Third Amended and Restated Credit Agreement and Amendment No. 1 to Third Amended and Restated Pledge and Security Agreement, dated as of December 14, 2017 (the “Amendment”), among Meritor, Inc., an Indiana corporation (the “Company”), ArvinMeritor Finance Ireland Unlimited Company (the “Subsidiary Borrower”), the “Lenders” (as defined below) party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), which Amendment amends (i) that certain Third Amended and Restated Pledge and Security Agreement, dated as of March 31, 2017 (as the same has been and may be further amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”), among the Company, the other Subsidiaries of the Company party thereto as grantors (the “Subsidiary Grantors”) and the Administrative Agent and (ii) that certain Third Amended and Restated Credit Agreement, dated as of March 31, 2017 (as the same has been and may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Company, the Foreign Borrower, financial institutions from time to time parties thereto as lenders (the “Lenders”) and the Administrative Agent.  Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Credit Agreement.


Without in any way establishing a course of dealing by the Administrative Agent or any Lender, each of the undersigned Subsidiary Guarantors (including as successors by merger or otherwise) hereby (i) agrees that the Amendment and the transactions contemplated thereby shall not limit or diminish the obligations of such Person arising under or pursuant to the Subsidiary Guaranty and the other Loan Documents to which it is a party, (ii) reaffirms its obligations under the Subsidiary Guaranty and each and every other Loan Document to which it is a party (including, without limitation, each applicable Collateral Document), and (iii) reaffirms all Liens on the Collateral which have been granted by it in favor of the Administrative Agent (for itself and the other Holders of Secured Obligations) pursuant to any of the Loan Documents.  
Additionally, each undersigned Subsidiary Guarantor (including as a successor by merger or otherwise) that is a Subsidiary Grantor consents and agrees to the amendment to the Security Agreement set forth in Section 2 of the Amendment.  Each Subsidiary Guarantor hereby makes each of the representations and warranties of the Borrowers set forth in Section 4 of the Amendment, mutatis mutandis, as though such representations and warranties were applicable to such Subsidiary Guarantor, this Reaffirmation and Consent and the Loan Documents to which such Subsidiary Guarantor is a party (after giving effect to the Amendment and this Reaffirmation and Consent).
All references to the Credit Agreement or the Security Agreement contained in the above referenced documents shall be a reference to the Credit Agreement or the Security Agreement, as the case may be, as so modified by the Amendment and as the same may from time to time hereafter be amended, restated or otherwise modified. 











IN WITNESS WHEREOF, this Consent and Reaffirmation has been duly executed and delivered as of the date first above written. 
	
	
	MERITOR MANAGEMENT CORP.

	MERITOR INTERNATIONAL HOLDINGS, LLC

	ARVIN TECHNOLOGIES, INC.

	ARVINMERITOR FILTERS OPERATING CO., LLC
MERITOR HOLDINGS, LLC

	ARVINMERITOR OE, LLC

	ARVINMERITOR TECHNOLOGY, LLC

	MERITOR AFTERMARKET USA, LLC

	MERITOR HEAVY VEHICLE BRAKING SYSTEMS (U.S.A.), LLC

	MERITOR HEAVY VEHICLE SYSTEMS (SINGAPORE) PTE., LTD.

	MERITOR HEAVY VEHICLE SYSTEMS (VENEZUELA), INC.

	MERITOR HEAVY VEHICLE SYSTEMS, LLC

	MERITOR, INC. a Nevada Corporation

	MERITOR TECHNOLOGY, LLC

	MERITOR SPECIALTY PRODUCTS LLC

	MERITOR ELECTRIC VEHICLES, LLC

	 

	 




In each case:


By: /s/ Carl D. Anderson, II                     
Name: Carl D. Anderson, II 
Title: Vice President and Treasurer


ARVIN HOLDINGS NETHERLANDS B.V.
 

By: /s/ Mark R. Schaitkin                     
Name: Mark R. Schaitkin 
Title: Director


MERITOR NETHERLANDS, B.V.
 

By: /s/ Carl D. Anderson, II                     
Name: Carl D. Anderson, II 
Title: Director


ARVINMERITOR LIMITED
 

By: /s/ Mark R. Schaitkin                     
Name: Mark R. Schaitkin 
Title: Director


ARVINMERITOR SWEDEN AB
 

By: /s/ Paul Bialy                     
Name: Paul Bialy 
Title: Director


MERITOR LUXEMBOURG S.A.R.L.




By: /s/ Mark R. Schaitkin                     
Name: Mark R. Schaitkin 
Title: Director
IN WITNESS whereof the undersigned has executed this Guaranty as a deed the day and year first above written.


	
				
	EXECUTED AS A DEED by 
 
MERITOR CAYMAN ISLANDS, LTD.
	)
	/s/ Mark R. Schaitkin

	)
	Duly Authorised Signatory

	)
	 

	)
	Name:
	Mark R. Schaitkin

	)
	 
	 

	)
	Title:
	President and Secretary

	)
	 
	 








	
			
	 	in the presence of:

	 	 

	 	 

	 	 

	 	/s/ Brett L. Eilander

	 	Signature of Witness

	 	 

	 	Name:
	Brett L. Eilander

	 	 
	 

	 	Address:
	2135 W. Maple Rd., Troy, MI 48084

	 	 
	 

	 	Occupation:
	Attorney

	 	 
	 

	 	(Note: These details are to be completed in the witness's own hand writing.)

	 







 


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