Exhibit 4.1 

SEVENTH SUPPLEMENTAL INDENTURE


     SEVENTH
SUPPLEMENTAL INDENTURE, dated as of February 13, 2014 (this “Supplemental
Indenture”), to the Indenture, dated as of April 1, 1998, as supplemented by a
First Supplemental Indenture, dated as of July 7, 2000, a Second Supplemental
Indenture, dated as of July 6, 2004, a Third Supplemental Indenture, dated as of
June 23, 2006, a Fourth Supplemental Indenture, dated as of March 3, 2010, a
Fifth Supplemental Indenture, dated as of May 23, 2013 and a Sixth Supplemental
Indenture, dated as of May 31, 2013, between Meritor, Inc., an Indiana
corporation (“Meritor” or the “Company”) (successor to Meritor Automotive,
Inc.), having its principal office at 2135 West Maple Road, Troy, Michigan
48084-7186, and The Bank of New York Mellon Trust Company, N.A., formerly known
as The Bank of New York Trust Company, N.A. (as successor to BNY Midwest Trust
Company as successor to The Chase Manhattan Bank), a national association, as
Trustee (the “Trustee”), having its corporate trust office at 2 N. LaSalle
Street, Suite 1020, Chicago, Illinois 60602 (as so supplemented, the
“Indenture”). 

    
WHEREAS, pursuant to Section 3.01 of the Indenture, Meritor may
establish, at its option, the form, terms and provisions of a series of
Securities to be issued under the Indenture in one or more supplemental
indentures to the Indenture; and 

    
WHEREAS, Meritor intends to issue $225,000,000 aggregate principal amount
of a new series of Securities under the Indenture designated as 6-1/4% Notes due
2024 (such 6-1/4% Notes due 2024 are herein referred to as the “Notes”) and
desires to establish the form, terms and provisions of such series herein,
including certain redemption and repurchase rights and certain covenants of the
Company; and 

    
WHEREAS, pursuant to that certain Amended and Restated Credit Agreement
dated as of April 23, 2012 (as amended, extended, replaced or refinanced from
time to time, or any subsequent credit facility of Meritor, the “Senior Credit
Agreement”), among Meritor, the financial institutions from time to time parties
thereto (the “Senior Lenders”) and the administrative agent and other parties
from time to time party thereto, Meritor has agreed for the benefit of such
Senior Lenders to provide guarantees (the “Senior Credit Agreement Guarantees”)
by certain of its subsidiaries (the “Subsidiary Guarantors”) of its obligations
thereunder; and 

    
WHEREAS, Meritor desires that the Subsidiary Guarantors (other than Arvin
Cayman Islands, Ltd.) provide guarantees, on the same terms as the Senior Credit
Agreement Guarantees provided to such Senior Lenders, for the benefit of the
Trustee and the Holders of the Notes (and not for the benefit of Holders of any
other series of Securities except as otherwise provided in the Indenture); and








     WHEREAS, in
connection with the issuance of the Notes, the Subsidiary Guarantors (other than
Arvin Cayman Islands, Ltd.) are executing and delivering the Subsidiary Guaranty
dated as of February 13, 2014 (as amended from time to time by the addition of
additional Subsidiary Guarantors, the “Subsidiary Guaranty”) for the benefit of
the Trustee and the Holders of the Notes (and not for the benefit of Holders of
any other series of Securities), in the form attached hereto as Exhibit A; 

    
NOW, THEREFORE, THIS SEVENTH SUPPLEMENTAL INDENTURE WITNESSETH:


ARTICLE 1
DEFINITIONS 

    
SECTION 1.01. Defined Terms;
References. Unless otherwise specifically
defined herein, each term used herein that is defined in the Indenture has the
meaning assigned to such term in the Indenture. Each reference to “hereof”,
“hereunder”, “herein” and “hereby” and each other similar reference and each
reference to “this Indenture” and each other similar reference contained in the
Indenture shall, after this Supplemental Indenture becomes effective, refer to
the Indenture as amended hereby. 

ARTICLE 2
THE NOTES 

    
SECTION 2.01. The Notes. The Indenture is hereby supplemented to incorporate the
form, terms and provisions of the series of Notes designated as the 6-1/4% Notes
due 2024 of Meritor to be issued under the Indenture, which form, terms and
provisions are set forth in the form of the Notes attached hereto as
Exhibit B
and in this Supplemental Indenture. Notwithstanding anything to the contrary in
the Indenture, Meritor shall not issue any additional notes of the series of
Notes designated as the 6-1/4% Notes due 2024 unless the additional notes are
fungible with the outstanding notes of such series for U.S. Federal income tax
purposes. 

ARTICLE 3
SUBSIDIARY GUARANTEES 

    
SECTION 3.01. Subsidiary
Guarantees.

    
(a) The Indenture is hereby supplemented to incorporate the terms of the
Subsidiary Guaranty for the benefit of the Trustee and the Holders of the Notes
(and not for the benefit of Holders of any other series of Securities).


    
(b) Meritor will cause each Subsidiary Guarantor (other than Arvin Cayman
Islands, Ltd.) to execute and deliver the Subsidiary Guaranty. 

2







     SECTION 3.02.
Amendment of Guaranty.

    
(a) The Subsidiary Guaranty may be amended or supplemented (and shall be
supplemented when required by subsection (b) of this Section 3.02) to include
additional subsidiaries of Meritor or to add new Securities covered thereby, in
each case during the term of the Subsidiary Guaranty and in accordance with the
terms and conditions of the Subsidiary Guaranty, and the terms of any such
amendment or supplement shall be deemed to be incorporated herein. 

    
(b) If after the date hereof any subsidiary of Meritor that is not
already a Subsidiary Guarantor guarantees any obligations of Meritor under the
Senior Credit Agreement, Meritor shall simultaneously cause such subsidiary to
execute and deliver a counterpart of the Subsidiary Guaranty and such subsidiary
shall thereupon be considered a Subsidiary Guarantor for all purposes under the
Subsidiary Guaranty and this Supplemental Indenture. 

ARTICLE 4
REDEMPTION, REPURCHASE AND DEFEASANCE 

    
SECTION 4.01. Optional
Redemption. The Indenture is hereby
supplemented to incorporate the following rights of redemption solely with
respect to the Notes (and not with respect to any other series of Securities):


    
The Notes are redeemable, at the Company’s option, from time to time,
through any one or more of the methods set forth below. Notes called for
redemption will become due on the date fixed for redemption. Unless the Company
defaults in payment of the Redemption Price, on and after the Redemption Date,
interest will cease to accrue on the Notes or any portion of the Notes called
for redemption. On or before any Redemption Date, the Company will deposit with
a Paying Agent (or the Trustee) money sufficient to pay the Redemption Price
(including, in the case of clause (a) below, the Applicable Premium, and in the
case of clauses (b) and (c) below, any premiums described therein) of and
accrued and unpaid interest, if any, on the Notes to be redeemed. 

    
If the Company is redeeming less than all the Notes at any time, the
Trustee will select the Notes to be redeemed using a method consistent with DTC
procedures. The Company will redeem Notes in increments of $1,000. The Company
will cause notices of any redemption to be mailed by first-class mail at least
30 but not more than 60 days before the Redemption Date to each Holder of Notes
to be redeemed at its registered address. 

    
If any Note is to be redeemed in part only, the notice of redemption that
relates to that Note will state the portion of the principal amount thereof to
be redeemed. The Company will issue a Note in principal amount equal to the
unredeemed portion of the original Note in the name of the Holder thereof upon
cancellation of the original Note. 

3







     (a)
Make-whole redemption. Prior to February 15, 2019, the Company may redeem, at its
option, from time to time, the Notes, in whole or in part, at a Redemption Price
calculated by the Company equal to the sum of (i) 100% of the principal amount
of the Notes to be redeemed, plus (ii) the Applicable Premium as of the
Redemption Date on the Notes to be redeemed, plus (iii) accrued and unpaid
interest, if any, to, but not including, the Redemption Date (subject to the
right of Holders of record of the Notes on the relevant Regular Record Date to
receive interest due on an Interest Payment Date that is on or prior to the
Redemption Date) on the Notes to be redeemed. 

    
Solely for purposes of this Section 4.01(a), the following definitions
will apply: 

    
“Applicable Premium” means, with respect to a Note at any Redemption
Date, the greater of (i) 1.0% of the principal amount of such Note and (ii) the
excess of (A) the present value at such Redemption Date of (1) the Redemption
Price of such Note at February 15, 2019 as set forth below in Section 4.01(c)
(“Redemption after February 15, 2019”), plus (2) all remaining required interest
payments due on such Note through February 15, 2019 (excluding accrued and
unpaid interest, if any, to the Redemption Date), computed using a discount rate
equal to the Treasury Rate plus 50 basis points, over (B) 100% of the principal
amount of such Note. 

    
“Treasury Rate” means, with respect to any Redemption Date, the rate per
annum equal to the semi-annual equivalent yield to maturity of the Comparable
Treasury Issue, calculated using a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for the Redemption Date. The Treasury Rate shall be calculated by
the Independent Investment Banker on the third Business Day preceding the
Redemption Date. 

    
“Comparable Treasury Issue” means the United States Treasury security
selected by the Independent Investment Banker and having an actual or
interpolated maturity comparable to the remaining term through February 15, 2019
of the Notes to be redeemed that would be utilized, at the time of selection and
in accordance with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the remaining term through
February 15, 2019 of those Notes. 

    
“Comparable Treasury Price” means, with respect to any Redemption Date,
(i) the average of the Reference Treasury Dealer Quotations for the Redemption
Date, after excluding the highest and lowest Reference Treasury Dealer
Quotations, or (ii) if the Independent Investment Banker obtains fewer than four
Reference Treasury Dealer Quotations, the average of all Reference Treasury
Dealer Quotations. 

4







     “Independent
Investment Banker” means J.P. Morgan Securities LLC and any successor thereto
or, if that firm is unwilling or unable to select the Comparable Treasury Issue,
an independent investment banking institution of national standing appointed by
the Company. 

    
“Reference Treasury Dealer” means (i) J.P. Morgan Securities LLC or any
successor thereto, Citigroup Global Markets Inc. or any successor thereto,
Merrill Lynch, Pierce, Fenner & Smith Incorporated or any successor thereto,
RBC Capital Markets, LLC or any successor thereto, RBS Securities Inc. or any
successor thereto and two additional Primary Treasury Dealers selected by the
Company or their respective successors; provided, however, that if any of the
foregoing shall cease to be a primary U.S. Government securities dealer in the
United States (a “Primary Treasury Dealer”), the Company shall substitute
another Primary Treasury Dealer and (ii) any other Primary Treasury Dealers
selected by the Company after consultation with the Independent Investment
Banker. 

    
“Reference Treasury Dealer Quotations” means, with respect to each
Reference Treasury Dealer and any Redemption Date, the average, as determined by
the Independent Investment Banker, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Independent Investment Banker at 5:00
p.m., New York City time, on the third Business Day preceding that Redemption
Date. 

    
(b) Equity clawback. Prior to February 15, 2017, the Company may redeem, at its
option, from time to time, up to 35% of the aggregate principal amount of the
Notes issued on February 13, 2014 with the net cash proceeds of one or more
public sales of the Company’s common stock at a Redemption Price calculated by
the Company equal to 106.25% of the principal amount of the Notes to be
redeemed, plus accrued and unpaid interest, if any, to, but not including, the
Redemption Date (subject to the right of Holders of record of the Notes on the
relevant Regular Record Date to receive interest due on an Interest Payment Date
that is on or prior to the Redemption Date) on the Notes to be redeemed;
provided that at least 65% of the aggregate principal amount of Notes originally
issued on February 13, 2014 remains Outstanding after each such redemption and
notice of any such redemption is mailed within 90 days of any such sale of
common stock. 

5







    
(c) Redemption after February 15,
2019. On or after February 15, 2019, the
Company may redeem, at its option, from time to time, the Notes, in whole or in
part, at the Redemption Prices calculated by the Company (expressed as
percentages of the principal amount of the Notes to be redeemed) set forth
below, plus accrued and unpaid interest, if any, to, but not including, the
Redemption Date (subject to the right of Holders of record of the Notes on the
relevant Regular Record Date to receive interest due on an Interest Payment Date
that is on or prior to the Redemption Date) on the Notes to be redeemed, if
redeemed during the 12-month period beginning on February 15 of the years
indicated below: 

	Year	     	Redemption Price
	2019	 	103.125%
	2020		102.083%
	2021		101.042%
	2022 and thereafter		100.000%



     SECTION 4.02.
Repurchase of Notes Upon a Change of
Control. The Indenture is hereby supplemented
to incorporate the following rights of repurchase upon a Change of Control
solely with respect to the Notes (and not with respect to any other series of
Securities): 

    
The Company must commence, within 30 days of the occurrence of a Change
of Control, and thereafter consummate, an Offer to Purchase all of the Notes
then Outstanding, at a purchase price calculated by the Company equal to 101% of
their principal amount, plus accrued and unpaid interest, if any, on the Notes
to be purchased to, but not including, the Change of Control Payment Date
(subject to the right of Holders of record of the Notes on the relevant Regular
Record Date to receive interest due on an Interest Payment Date that is on or
prior to the Change of Control Payment Date). 

    
However, the Company shall not be required to make an Offer to Purchase
upon a Change of Control if (i) a third party makes an Offer to Purchase in the
manner, at the times and otherwise in compliance with the requirements for an
Offer to Purchase to be made by the Company upon a Change of Control, and
purchases all Notes properly tendered and not withdrawn under the Offer to
Purchase upon a Change of Control, or (ii) a notice of redemption has been given
as described above under Section 4.01, “Optional Redemption”, to redeem all
Outstanding Notes that would otherwise be subject to the Offer to Purchase,
unless and until there is a default in payment of the applicable Redemption
Price. An Offer to Purchase upon the occurrence of a Change of Control may be
made by either the Company or a third party in advance of a Change of Control if
a definitive agreement to effect the Change of Control has been fully executed
at the time such Offer to Purchase is made and the Offer to Purchase is
consummated upon or after the consummation of the Change of Control, and such
Offer to Purchase will be conditional on the Change of Control. In addition, the
Company will not purchase any Notes if there has occurred and is continuing on
the Change of Control Payment Date an Event of Default under the Notes, other
than a default in the payment of the purchase price payable in connection with
an Offer to Purchase upon a Change of Control. 

6







     Solely for
purposes of this Section 4.02, “Change of Control” means the occurrence of any
of the following: 

    
(1) the direct or indirect sale, transfer, conveyance or other
disposition (other than by way of merger or consolidation), in one or a series
of related transactions, of all or substantially all of the properties or assets
of the Company and its Subsidiaries, taken as a whole, to any “person” (as that
term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”)) other than the Company or any of its Subsidiaries;


    
(2) a “person” or “group” (within the meaning of Sections 13(d) and
14(d)(2) of the Exchange Act) other than one of the Company’s Subsidiaries
becomes the ultimate “beneficial owner” (as defined in Rule 13d-3 under the
Exchange Act) of more than 50% of the total voting power of the Company’s Voting
Stock on a fully diluted basis; 

    
(3) the adoption of a plan relating to the liquidation or dissolution of
the Company; 

    
(4) individuals who on February 13, 2014 constitute the board of
directors of the Company (together with any new directors whose election by the
board of directors of the Company or whose nomination by the board of directors
of the Company for election by the stockholders of the Company was approved by a
vote of at least a majority of the members of the board of directors of the
Company then in office who either were members of the board of directors of the
Company on February 13, 2014 or whose election or nomination for election was
previously so approved) cease for any reason to constitute a majority of the
members of the board of directors of the Company then in office; or 

    
(5) the Company consolidates with, or merges with or into, any Person, or
any Person consolidates with, or merges with or into the Company, in any such
event pursuant to a transaction in which the Company’s outstanding Voting Stock
is converted into or exchanged for cash, securities or other property, other
than any such transaction where (a) the Company’s Voting Stock outstanding
immediately prior to such transaction constitutes or is converted into or
exchanged for a majority of the outstanding shares of Voting Stock of the
surviving Person or any direct or indirect parent company of the surviving
Person (immediately after giving effect to such issuance) and (b) immediately
after such transaction, no “person” or “group” (as such terms are used in
Section 13(d) and 14(d) of the Exchange Act) becomes, directly or indirectly,
the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act) of 50%
or more of the voting power of the Voting Stock of the surviving Person.


    
Notwithstanding the foregoing, a transaction will not be deemed to
involve a Change of Control if (1) the Company becomes a direct or indirect
wholly-owned subsidiary of a holding company and (2)(A) the direct or indirect
holders of the Voting Stock of such holding company immediately following that
transaction are substantially the same as the holders of the Company’s Voting
Stock immediately prior to that transaction or (B) immediately following that
transaction no Person (other than a holding company satisfying the requirements
of this sentence) is the beneficial owner, directly or indirectly, of more than
50% of the Voting Stock of such holding company. 

7







     Solely for
purposes of this Section 4.02, “Offer to Purchase” means an offer to purchase
the Notes then Outstanding by the Company from the Holders thereof commenced by
mailing a notice to the Trustee and each Holder thereof stating: 

    
(1) that all Notes validly tendered pursuant to the Offer to Purchase
will be accepted for payment;

    
(2) the purchase price and the date of purchase (which shall be a
Business Day no earlier than 30 days nor later than 60 days from the date such
notice is mailed) (the “Change of Control Payment Date”); 

    
(3) that any Note not tendered will continue to accrue interest pursuant
to its terms; 

    
(4) that, unless the Company defaults in the payment of the purchase
price, any Note accepted for payment pursuant to the Offer to Purchase shall
cease to accrue interest on and after the Change of Control Payment Date;


    
(5) that Holders of Notes electing to have a Note purchased pursuant to
the Offer to Purchase will be required to surrender the Note, together with a
completed form pursuant to which the Holder elects to require the Company to
purchase the Note, to the Paying Agent at the address specified in the notice
prior to the close of business on the Business Day immediately preceding the
Change of Control Payment Date; 

    
(6) that Holders of Notes will be entitled to withdraw their election if
the Paying Agent receives, not later than the close of business on the third
Business Day immediately preceding the Change of Control Payment Date, a
facsimile transmission or letter setting forth the name of such Holder, the
principal amount of Notes delivered for purchase and a statement that such
Holder is withdrawing his election to have such Notes purchased; and

    
(7) that Holders whose Notes are being purchased only in part will be
issued new Notes equal in principal amount to the unpurchased portion of the
Notes surrendered; provided that each Note purchased and each new Note issued
shall be in a principal amount of $1,000 or integral multiples of $1,000 in
excess thereof. 

8







     On the Change
of Control Payment Date, the Company shall (1) accept for payment Notes or
portions thereof validly tendered pursuant to an Offer to Purchase; (2) deposit
with the Paying Agent money sufficient to pay the purchase price of all Notes or
portions thereof so accepted (which deposit shall be made at least one Business
Day prior to the Change of Control Payment Date); and (3) deliver, or cause to
be delivered, to the Trustee all Notes or portions thereof so accepted together
with an Officers’ Certificate specifying the Notes or portions thereof accepted
for payment by the Company. The Company will instruct the Paying Agent to
promptly mail to the Holders of Notes so accepted payment in an amount equal to
the purchase price therefor, and the Company will instruct the Trustee pursuant
to a Company Order to authenticate to promptly authenticate and mail to such
Holders a new Note (which the Company shall execute) equal in principal amount
to any unpurchased portion of the Note surrendered; provided that each Note
purchased and each new Note issued shall be in a principal amount of $1,000 or
integral multiples of $1,000 in excess thereof. The Company will publicly
announce the results of an Offer to Purchase as soon as practicable after the
Change of Control Payment Date. The Trustee shall act as the Paying Agent for an
Offer to Purchase. The Company will comply with Rule 14e-1 under the Exchange
Act and any other securities laws and regulations thereunder to the extent such
laws and regulations are applicable in the event that the Company is required to
repurchase Notes pursuant to an Offer to Purchase. To the extent that the
provisions of any securities laws or regulations conflict with this Section
4.02, the Company will comply with those securities laws and regulations and
will not be deemed to have breached the Company’s obligations under this Section
4.02 by virtue of any such conflict. 

    
Solely for purposes of this Section 4.02, “Voting Stock” means, with
respect to any specified Person as of any date, the capital stock of the Person
then outstanding that is at the time entitled to vote generally in the election
of the board of directors or similar governing body of such Person. 

    
SECTION 4.03. Defeasance. The provisions of Section
4.03 and Section 10.09 of the Indenture with respect to defeasance shall be
applicable to the Notes, provided that references in Sections 4.03(a)(4) and
10.09(5) to Holders shall mean the beneficial owners for U.S. Federal income tax
purposes. 

ARTICLE 5
ADDITIONAL COVENANTS 

    
SECTION 5.01. Reports by
Company. The Indenture is hereby supplemented
by amending Section 7.04 of the Indenture solely with respect to the Notes (and
not with respect to any other series of Securities) by (i) deleting “is required
to file” in paragraph (1) of such Section and replacing it with “files” and (ii)
inserting the following text immediately following the word “Commission” in
paragraph (3) of such Section: 

    
“; provided, however, that any document or report required to be filed with
the Trustee or transmitted to Holders of Securities pursuant to this Section
7.04 that the Company files with the Commission via the Commission’s EDGAR
system shall be deemed to be filed with the Trustee and transmitted to Holders
of Securities for purposes of this Section 7.04 at the time such documents are
filed via the EDGAR system.” 

9







     SECTION 5.02.
Limitation on Liens. The Indenture is hereby supplemented by amending Section 10.05 of the
Indenture solely with respect to the Notes (and not with respect to any other
series of Securities) by inserting the following text immediately following the
word “exceed” in the last sentence of such section: 

    
“the greater of (x) $250 million and (y)”. 

    
SECTION 5.03. Limitation on Restricted
Payments. The Indenture is hereby
supplemented to incorporate the following additional covenant solely with
respect to the Notes (and not with respect to any other series of Securities):


    
The Company will not, and will not permit any of its Subsidiaries to,
directly or indirectly, make any Restricted Payment if at the time of such
Restricted Payment: 

    
(a) a default (used in this Section 5.03 as defined in Section 6.02 of
the Indenture) with respect to the Notes shall have occurred and be continuing
or shall occur as a consequence thereof; 

    
(b) after giving effect to such Restricted Payment (including, without
limitation, the incurrence of any Indebtedness to finance such Restricted
Payment), the Consolidated Interest Coverage Ratio would be less than 2:00 to
1:00; or 

    
(c) the amount of such Restricted Payment, when added to the aggregate
amount of all other Restricted Payments made after February 13, 2014 (other than
Restricted Payments made pursuant to clauses (b), (c), (d) or (e) of the next
paragraph), exceeds the sum (the “Restricted Payments Basket”) of (without
duplication): 

    
(i) 50% of Consolidated Net Income of the Company and all of its
Subsidiaries determined in accordance with GAAP for the period (taken as one
accounting period) commencing on the first day of the first full fiscal quarter
commencing after February 13, 2014 to and including the last day of the fiscal
quarter ended immediately prior to the date of such calculation for which
consolidated financial statements are available (or, if such Consolidated Net
Income shall be a loss, minus 100% of such aggregate loss), plus 

    
(ii) 100% of the aggregate net cash proceeds received by the Company from
the issuance and sale of Qualified Equity Interests of the Company on or after
February 13, 2014 except as set forth herein, other than any such proceeds,
property or assets received from the Company’s Subsidiaries, plus 

    
(iii) the aggregate amount by which Indebtedness (other than any
subordinated Indebtedness) incurred by the Company or any Subsidiary subsequent
to February 13, 2014 is reduced on the Company’s balance sheet upon the
conversion or exchange (other than by the Company’s Subsidiaries) into Qualified
Equity Interests of the Company (less the amount of any cash, or the fair value
of assets, distributed by the Company or any Subsidiary upon such conversion or
exchange to the holders (in their capacities as such) of Equity Interests of the
Company). 

10







     The foregoing
provisions will not prohibit: 

    
(a) the payment by the Company of any dividend within 60 days after the
date of declaration thereof, if on the date of declaration the payment would
have complied with the provisions of the Indenture; 

    
(b) the repurchase or redemption of any Equity Interests of the Company
in exchange for, or out of the proceeds of the substantially concurrent issuance
and sale (or an issuance or sale that occurs within 60 days of such repurchase
or redemption) of, Qualified Equity Interests; 

    
(c) payments by the Company to repurchase or redeem Equity Interests of
the Company held by officers, directors or employees or former officers,
directors or employees (or their transferees, estates or beneficiaries under
their estates) of the Company or its Subsidiaries; provided that the aggregate
cash consideration paid for all such repurchases or redemptions shall not exceed
(A) $10 million per fiscal year since February 13, 2014, plus (B) the amount of
any net cash proceeds received by the Company from the issuance and sale after
February 13, 2014 of Qualified Equity Interests of the Company to officers,
directors or employees of the Company or its Subsidiaries that have not been
applied to the payment of Restricted Payments pursuant to this clause (c), plus
(C) the net cash proceeds of any “key-man” life insurance policies that have not
been applied to the payment of Restricted Payments pursuant to this clause (c);


    
(d) repurchases of Equity Interests in connection with vesting of
equity-based awards issued to employees in order to satisfy tax withholding
obligations; 

    
(e) repurchases of Equity Interests held by officers, directors or
employees or former officers, directors or employees (or their transferees,
estates or beneficiaries under their estates) of the Company or its Subsidiaries
deemed to occur upon the exercise of stock options or warrants if the Equity
Interests represent all or a portion of the exercise price thereof; provided
that the aggregate cash consideration paid for all such repurchases shall not
exceed $10 million in any fiscal year; 

    
(f) Restricted Payments to the extent not otherwise permitted by the
immediately preceding paragraph or any other clause of this paragraph in an
amount not to exceed $60 million in any fiscal year; provided that if any
portion of that $60 million is not used to make Restricted Payments pursuant to
this clause during any fiscal year, such amount may be carried over to the next
succeeding fiscal year; provided, further, that any amount carried over into the
next succeeding fiscal year may not be carried forward again into any subsequent
fiscal years and if Restricted Payments in the amount of $60 million or more are
made in any fiscal year pursuant to this clause (f), no amount may be carried
over from such fiscal year to the next succeeding fiscal year; and 

11







     (g) other
Restricted Payments if, at the time of the making of such payments, and after
giving effect thereto (including, without limitation, the incurrence of any
Indebtedness to finance such payment), the Total Leverage Ratio would not exceed
4.00 to 1.00; 

provided that (i) in the case of any
Restricted Payment pursuant to clause (c), (f) or (g) above, no default with
respect to the Notes shall have occurred and be continuing or shall occur as a
consequence thereof and (ii) the issuance and sale of Qualified Equity Interests
shall not increase the Restricted Payments Basket to the extent the proceeds of
such issuance and sale are used to make a Restricted Payment pursuant to clauses
(b) or (c)(B) above. 

    
The following definitions shall apply solely for purposes of this Section
5.03. 

    
“Attributable Indebtedness”, when used with respect to any Sale and
Lease-Back Transaction, means, as at the time of determination, the present
value (discounted at a rate borne by the Notes, compounded on a semi-annual
basis) of the total obligations of the lessee for rental payments during the
remaining term of the lease included in any such Sale and Lease-Back
Transaction. 

    
“Capitalized Lease Obligations” of any Person means the obligations of
such Person to pay rent or other amounts under a lease required to be
capitalized for financial reporting purposes in accordance with GAAP, and the
amount of such obligation shall be the capitalized amount thereof determined in
accordance with GAAP. 

    
“Consolidated Cash Flow Available for Fixed Charges” means, with respect
to any Person for any period: 

    
(1) the sum of, without duplication, the amounts for such period, taken
as a single accounting period, of: 

    
(a) Consolidated Net Income;

    
(b) Consolidated Non-Cash Charges;

    
(c) Consolidated Interest Expense; and 

    
(d) Consolidated Income Tax Expense (other than income tax expense
(either positive or negative) attributable to extraordinary gains or
losses);

12







     (2) less
non-cash items increasing Consolidated Net Income for such period, other than
(a) the accrual of revenue consistent with past practice, and (b) reversals of
prior accruals or reserves for cash items previously excluded in the calculation
of Consolidated Non-Cash Charges.

    
In calculating “Consolidated Cash Flow Available for Fixed Charges” for
any period, if any asset sale or asset acquisition (whether pursuant to a stock
or an asset transaction) shall have occurred since the first day of any four
fiscal quarter period for which the “Consolidated Cash Flow Available for Fixed
Charges” is being calculated, such calculation shall give pro forma effect to
such asset sale or asset acquisition. 

    
For the purposes of calculating “Consolidated Cash Flow Available for
Fixed Charges” “asset acquisition” means any acquisition of property or series
of related acquisitions of property that constitutes all or substantially all of
the assets of a business, unit or division of a Person or constitutes all or
substantially all of the common stock (or equivalent) of a Person; and “asset
sale” means any disposition of property or series of related dispositions of
property that involves all or substantially all of the assets of a business,
unit or division of a Person or constitutes all or substantially all of the
common stock (or equivalent) of a subsidiary. 

    
“Consolidated Fixed Charges” for any period means the sum, without
duplication, of (a) Consolidated Interest Expense of the Company and its
Subsidiaries for such period, plus (b) the product of (a) all dividend payments
on any series of Disqualified Equity Interests of the Company or any Subsidiary
or any Preferred Stock of any Subsidiary (other than any such Disqualified
Equity Interests or any Preferred Stock held by the Company or a Subsidiary or
to the extent paid in Qualified Equity Interests) for such period, multiplied by
(b) a fraction, the numerator of which is one and the denominator of which is
one minus the then current combined federal, state and local statutory tax rate
of the Company and its Subsidiaries, expressed as a decimal. 

    
“Consolidated Interest Coverage Ratio” means the ratio of Consolidated
Cash Flow Available for Fixed Charges of the Company and its Subsidiaries during
the most recent four consecutive full fiscal quarters for which financial
statements are available (the “four-quarter period”) ending on or prior to the
date of the transaction giving rise to the need to calculate the Consolidated
Interest Coverage Ratio (the “transaction date”) to Consolidated Fixed Charges
of the Company and its Subsidiaries for the four-quarter period. Notwithstanding
anything to the contrary set forth in the definitions of Consolidated Cash Flow
Available for Fixed Charges and Consolidated Interest Expense (and all component
definitions referenced in such definitions), for purposes of determining the
Consolidated Interest Coverage Ratio, such definitions (and all component
definitions referenced in such definitions) shall be calculated with respect to
the Company and all of its Subsidiaries, notwithstanding the use of the term
“Restricted Subsidiaries” in such definitions, and otherwise in accordance with
such definitions. 

13







     For purposes
of this definition, Consolidated Cash Flow Available for Fixed Charges and
Consolidated Fixed Charges shall be calculated after giving effect on a pro
forma basis for the period of such calculation to the incurrence of any
Indebtedness or the issuance of any Preferred Stock of the Company or any
Subsidiary (and the application of the proceeds thereof) and any repayment of
other Indebtedness or redemption of other Preferred Stock (and the application
of the proceeds therefrom) (other than the incurrence or repayment of
Indebtedness in the ordinary course of business for working capital purposes
pursuant to any revolving credit arrangement) occurring during the four-quarter
period or at any time subsequent to the last day of the four-quarter period and
on or prior to the transaction date, as if such incurrence, repayment, issuance
or redemption, as the case may be (and the application of the proceeds thereof),
occurred on the first day of the four-quarter period. 

    
In calculating Consolidated Fixed Charges for purposes of determining the
denominator (but not the numerator) of this Consolidated Interest Coverage
Ratio: 

    
(a) interest on outstanding Indebtedness determined on a fluctuating
basis as of the transaction date and which will continue to be so determined
thereafter shall be deemed to have accrued at a fixed rate per annum equal to
the rate of interest on such Indebtedness in effect on the transaction date;


    
(b) if interest on any Indebtedness actually incurred on the transaction
date may optionally be determined at an interest rate based upon a factor of a
prime or similar rate, a eurocurrency interbank offered rate, or other rates,
then the interest rate in effect on the transaction date will be deemed to have
been in effect during the four-quarter period; and 

    
(c) notwithstanding clause (a) or (b) above, interest on Indebtedness
determined on a fluctuating basis, to the extent such interest is covered by
agreements relating to hedging obligations, shall be deemed to accrue at the
rate per annum resulting after giving effect to the operation of these
agreements. 

    
“Consolidated Income Tax Expenses” means, with respect to any Person for
any period the provision for federal, state, local and foreign income taxes of
such Person and its Restricted Subsidiaries for such period as determined on a
consolidated basis in accordance with GAAP. 

    
“Consolidated Interest Expense” means, with respect to any Person for any
period, without duplication, the sum of: 

    
(1) the interest expense of such Person and its Restricted Subsidiaries
for such period as determined on a consolidated basis in accordance with GAAP;
and

14







     (2) the
interest component of capital lease obligations paid, accrued and/or scheduled
to be paid or accrued by such Person and its Restricted Subsidiaries during such
period determined on a consolidated basis in accordance with GAAP. 

    
“Consolidated Net Income” means, with respect to any Person, for any
period, the consolidated net income (or loss) of such Person and its Restricted
Subsidiaries for such period as determined in accordance with GAAP, adjusted, to
the extent included in calculating such net income, by excluding, without
duplication: 

    
(1) all extraordinary gains or losses (net of fees and expenses relating
to the transaction giving rise thereto); 

    
(2) the portion of net income of such Person and its Restricted
Subsidiaries allocable to minority interests in unconsolidated Persons to the
extent that cash dividends or distributions have not actually been received by
such Person or one of its Restricted Subsidiaries; 

    
(3) gains or losses in respect of any sales of capital stock or asset
sales outside the ordinary course of business by such Person or one of its
Restricted Subsidiaries (net of fees and expenses relating to the transaction
giving rise thereto), on an after-tax basis; 

    
(4) any gain or loss realized as a result of the cumulative effect of a
change in accounting principles; 

    
(5) any fees and expenses paid in connection with the issuance of the
debt securities or other Indebtedness; 

    
(6) nonrecurring or unusual gains or losses; 

    
(7) the net after-tax effects of adjustments in the inventory, property
and equipment, goodwill and intangible assets line items in such Person’s
consolidated financial statements pursuant to GAAP resulting from the
application of purchase accounting or the amortization or write-off of any
amounts thereof; 

    
(8) any fees and expenses incurred during such period, or any
amortization thereof for such period, in connection with any acquisition,
investment, asset sale, issuance or repayment of Indebtedness, issuance of
stock, stock options or other equity-based awards, refinancing transaction or
amendment or modification of any debt instrument (including without limitation
any such transaction undertaken but not completed); 

    
(9) any gain or loss recorded in connection with the designation of a
discontinued operation (exclusive of its operating income or loss); 

15







     (10) any
non-cash compensation or other non-cash expenses or charges arising from the
grant of or issuance or repricing of stock, stock options or other equity-based
awards or any amendment, modification, substitution or change of any such stock,
stock options or other equity-based awards; and 

    
(11) any non-cash impairment, restructuring or special charge or asset
write-off or write-down, and the amortization or write-off of intangibles.


    
“Consolidated Non-Cash Charges” means, with respect to any Person for any
period, the aggregate depreciation, amortization (including amortization of
goodwill and other intangibles) and other non-cash expenses (including stock
option expenses and any goodwill impairment charges) of such Person and its
Restricted Subsidiaries reducing Consolidated Net Income of such Person and its
Restricted Subsidiaries for such period, determined on a consolidated basis in
accordance with GAAP (excluding any such charges which require an accrual of or
a reserve for cash charges for any future period). 

    
“Disqualified Equity Interests” of any Person means any class of Equity
Interests of such Person that, by its terms, or by the terms of any related
agreement or of any security into which it is convertible, puttable or
exchangeable, is, or upon the happening of any event or the passage of time
would be, required to be redeemed by such Person, whether or not at the option
of the holder thereof, or matures or is mandatorily redeemable, pursuant to a
sinking fund obligation or otherwise, in whole or in part, on or prior to the
date which is 91 days after the final maturity date of the Notes; provided,
however, that any class of Equity Interests of such Person that, by its terms,
authorizes such Person to satisfy in full its obligations with respect to the
payment of dividends or upon maturity, redemption (pursuant to a sinking fund or
otherwise) or repurchase thereof or otherwise by the delivery of Equity
Interests that are not Disqualified Equity Interests, and that is not
convertible, puttable or exchangeable for Disqualified Equity Interests or
Indebtedness, will not be deemed to be Disqualified Equity Interests so long as
such Person satisfies its obligations with respect thereto solely by the
delivery of Equity Interests that are not Disqualified Equity Interests;
provided, further, however, that any Equity Interests that would not constitute
Disqualified Equity Interests but for provisions thereof giving holders thereof
(or the holders of any security into or for which such Equity Interests are
convertible, exchangeable or exercisable) the right to require the Company to
redeem such Equity Interests upon the occurrence of a change in control
occurring prior to the 91st day after the final maturity date of the Notes shall
not constitute Disqualified Equity Interests if the change of control applicable
to such Equity Interests are no more favorable to such holders than the
provisions described above under Section 4.02, “Repurchase of Notes Upon a
Change of Control” and such Equity Interests specifically provide that the
Company will not redeem any such Equity Interests pursuant to such provisions
prior to the Company’s purchase of the Notes as required pursuant to the
provisions described above under Section 4.02, “Repurchase of Notes Upon a
Change of Control.” 

16







     “Equity
Interests” of any Person means (i) any and all shares or other equity interests
(including common stock, Preferred Stock, limited liability company interests
and partnership interests) in such Person and (ii) all rights to purchase,
warrants or options (whether or not currently exercisable), participations or
other equivalents of or interests in (however designated) such shares or other
equity interests in such Person, but excluding any debt securities that are
convertible into such shares or other interests in such Person. For the
avoidance of doubt, any payments or distributions in respect of or upon
conversion of such convertible debt securities do not constitute Restricted
Payments. 

    
“GAAP” means generally accepted accounting principles in the United
States of America as in effect from time to time. 

    
“Indebtedness” of any Person at any date means, without duplication:


    
(a) all liabilities, contingent or otherwise, of such Person for borrowed
money (whether or not the recourse of the lender is to the whole of the assets
of such Person or only to a portion thereof); 

    
(b) all obligations of such Person evidenced by bonds, debentures, notes
or other similar instruments; 

    
(c) all reimbursement obligations of such Person in respect of letters of
credit, letters of guaranty, bankers’ acceptances and similar credit
transactions; 

    
(d) all obligations of such Person to pay the deferred and unpaid
purchase price of property or services, except trade payables and accrued
expenses incurred by such Person in the ordinary course of business in
connection with obtaining goods, materials or services; 

    
(e) the maximum fixed redemption or repurchase price of all Disqualified
Equity Interests of such Person; 

    
(f) all Capitalized Lease Obligations of such Person; 

    
(g) all Indebtedness of others secured by a mortgage, pledge, lien,
encumbrance, or other security interest (each, a “security interest”) which
secures payment or performance of an obligation, on any asset of such Person,
whether or not such Indebtedness is assumed by such Person; 

    
(h) all Indebtedness of others guaranteed by such Person to the extent of
such guarantee; provided that Indebtedness of the Company or its Subsidiaries
that is guaranteed by the Company or its Subsidiaries shall only be counted once
in the calculation of the amount of Indebtedness of the Company and its
Subsidiaries on a consolidated basis; 

17







     (i) all
Attributable Indebtedness with respect to any Sale and Lease Back
Transaction;

    
(j) to the extent not otherwise included in this definition, all
obligations of such Person under swap, cap, collar, forward purchase or similar
agreements or arrangements dealing with interest rates, currency exchange rates
or commodity prices, either generally or under specific contingencies
(collectively, “hedging obligations”); and

    
(k) all obligations of such Person under conditional sale or other title
retention agreements relating to assets purchased by such Person.

    
The amount of Indebtedness of any Person at any date shall be the
outstanding balance at such date of all unconditional obligations as described
above, the maximum liability of such Person for any such contingent obligations
at such date and, in the case of clause (g), the lesser of (i) the fair market
value of any asset subject to a security interest securing the Indebtedness of
others on the date that the security interest attaches and (ii) the amount of
the Indebtedness secured. For purposes of clause (e), the “maximum fixed
redemption or repurchase price” of any Disqualified Equity Interests that do not
have a fixed redemption or repurchase price shall be calculated in accordance
with the terms of such Disqualified Equity Interests as if such Disqualified
Equity Interests were redeemed or repurchased on any date on which an amount of
Indebtedness outstanding shall be required to be determined pursuant to the
Indenture. 

    
“Preferred Stock” means, with respect to any Person, any and all
preferred or preference stock or other preferred Equity Interests (however
designated) of such Person whether outstanding on or issued after February 13,
2014. 

    
“Qualified Equity Interests” of any Person means Equity Interests of such
Person other than Disqualified Equity Interests; provided that such Equity
Interests shall not be deemed Qualified Equity Interests to the extent sold to a
subsidiary of such Person or financed, directly or indirectly, using funds (i)
borrowed from such Person or any subsidiary of such Person until and to the
extent such borrowing is repaid or (ii) contributed, extended, guaranteed or
advanced by such Person or any subsidiary of such Person (including, without
limitation, in respect of any employee stock ownership or benefit plan). Unless
otherwise specified, Qualified Equity Interests refer to Qualified Equity
Interests of Meritor, Inc. 

    
“Restricted Payment” means any of the following: 

    
(a) the declaration or payment of any dividend or any other distribution
on Equity Interests of the Company or any payment made to the direct or indirect
holders (in their capacities as such) of Equity Interests of the Company,
including, without limitation, any payment to the direct or indirect holders (in
their capacities as such) of Equity Interests of the Company in connection with
any merger or consolidation involving the Company, but excluding dividends or
distributions payable solely in Qualified Equity Interests of the Company or
through accretion or accumulation of such dividends on such Equity Interests; or


18







     (b) the
repurchase or redemption of any Equity Interests of the Company, including,
without limitation, any payment to the direct or indirect holders (in their
capacities as such) of Equity Interests of the Company in connection with any
merger or consolidation involving the Company. 

    
“Total Debt” means, at any date of determination, the aggregate amount of
all outstanding Indebtedness of the Company and its Subsidiaries determined on a
consolidated basis in accordance with GAAP. 

    
“Total Leverage Ratio” means, as of the date of determination, the ratio
of (a) the Total Debt of the Company and its Subsidiaries to (b) Consolidated
Cash Flow Available for Fixed Charges of the Company and its Subsidiaries for
the most recently ended four fiscal quarter period ending immediately prior to
such date for which financial statements are available. Notwithstanding anything
to the contrary set forth in the definition of Consolidated Cash Flow Available
for Fixed Charges (and all component definitions referenced in such
definitions), for purposes of determining the Total Leverage Ratio, such
definition (and all component definitions referenced in such definition) shall
be calculated with respect to all of the Company and its Subsidiaries,
notwithstanding the use of the term “Restricted Subsidiaries” in such
definitions, and otherwise in accordance with such definitions. 

    
In the event that the Company or any Subsidiary incurs, redeems, retires
or extinguishes any Total Debt (other than the incurrence or repayment of
Indebtedness in the ordinary course of business for working capital purposes
pursuant to any revolving credit arrangement) subsequent to the commencement of
the period for which the Total Leverage Ratio is being calculated but prior to
or simultaneously with the event for which the calculation of the Total Leverage
Ratio is made, then the Total Leverage Ratio shall be calculated giving pro
forma effect to such incurrence, redemption, retirement or extinguishment of
Total Debt as if the same had occurred at the beginning of the applicable
four-quarter period. 

ARTICLE 6
MISCELLANEOUS PROVISIONS 

    
Section 6.01. Concerning the
Trustee. The Trustee makes no representations
as to the validity or sufficiency of this Supplemental Indenture. The recitals
and statements herein are deemed to be those of Meritor and not of the Trustee.
For the avoidance of doubt, the Trustee shall have no responsibility for any of
the calculations described in this Supplemental Indenture. 

19







     Section 6.02.
Governing Law. This Supplemental Indenture shall be governed by and construed in
accordance with the internal laws of the State of New York. 

    
Section 6.03. Separability. In case any provision in
this Supplemental Indenture shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby. 

    
Section 6.04. Counterparts. This Supplemental
Indenture may be executed in any number of counterparts, each of which will be
deemed to be an original, but all such counterparts together will constitute one
and the same instrument. 

    
Section 6.05. Ratification of
Indenture. This Supplemental Indenture shall
form a part of the Indenture, and the parties hereto agree that, except as
supplemented and amended herein, the Indenture is in all respects ratified and
confirmed and shall remain in full force and effect. 

    
Section 6.06. Waiver of Jury
Trial. EACH OF THE COMPANY AND THE TRUSTEE
HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR
RELATING TO THIS SUPPLEMENTAL INDENTURE, THE NOTES OR THE TRANSACTION
CONTEMPLATED HEREBY. 

    
Section 6.07. Force Majeure and
Consequential Damages. In no event shall the
Trustee be responsible or liable for any failure or delay in the performance of
its obligations hereunder arising out of or caused by, directly or indirectly,
forces beyond its control, including, without limitation, strikes, work
stoppages, accidents, acts of war or terrorism, civil or military disturbances,
nuclear or natural catastrophes or acts of God, and interruptions, loss or
malfunctions of utilities, communications or computer (software and hardware)
services; it being understood that the Trustee shall use reasonable efforts
which are consistent with accepted practices in the banking industry to resume
performance as soon as practicable under the circumstances. 

    
In no event shall the Trustee be responsible or liable for special,
indirect, punitive or consequential loss or damage of any kind whatsoever
(including, but not limited to, loss of profit) irrespective of whether the
Trustee has been advised of the likelihood of such loss or damage and regardless
of the form of action. 


    
Section 6.08. Notices. The Trustee agrees to accept and act upon notice,
instructions or directions pursuant to the Indenture sent by unsecured e-mail,
facsimile transmission or other similar unsecured electronic methods. The
Trustee shall not be liable for any losses, costs or expenses arising directly
or indirectly from the Trustee’s reliance upon and compliance with such
instructions notwithstanding such instructions conflict or are inconsistent with
a subsequent written instruction. The party providing electronic instructions
agrees to assume all risks arising out of the use of such electronic methods to
submit instructions and directions to the Trustee, including without limitation
the risk of the Trustee acting on unauthorized instructions, and the risk of
interception and misuse by third parties. 

20









     IN WITNESS
WHEREOF, the parties hereto have caused this Seventh Supplemental Indenture to
be duly executed as of the day and year first above written. 


	MERITOR, INC.
		 
		 
	By:      	/s/ Carl D.
      Anderson, II
		Name:   	Carl D. Anderson, II
		Title:	Vice President and Treasurer
		 
		 
		 
	THE BANK OF NEW YORK MELLON
	       TRUST COMPANY,
      N.A.,
	       as
      Trustee
		 
		 
	By: 	/s/ Richard
      Tarnas
		Name:	Richard Tarnas
		Title:	Vice
President






[Signature Page to Seventh Supplemental Indenture]