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| 1.     |        | BACKGROUND AND DEFINITIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|--------|--------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
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| 1.1    |                                 | The parties hereto have entered into a receivables purchase agreement dated 29 October 2010 between Meritor Heavy Vehicle Braking Systems (USA), Inc., Meritor Heavy Vehicle Systems, LLC and Arvinmeritor Mascot, LLC (now known as Meritor Aftermarket USA, LLC) as Sellers, Viking Asset Purchaser No. 7 IC, an incorporated cell of Viking Global Finance ICC, as Purchaser and Citicorp Trustee Company Limited as Programme Trustee as amended, restated and supplemented from time to time (the “Receivables Purchase Agreement”). |
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| 1.2    |                                 | The parties now wish to amend the Receivables Purchase Agreement in accordance with the provisions set out herein.                                                                                                                                                                                                                                                                                                                                                                                                                                    |
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| 1.3    |                                 | Capitalised terms shall, unless the context otherwise requires, have the meaning given to them in the Receivables Purchase Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                 |
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| 2.     |                                 | AMENDMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
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| 2.1    |                                 | The parties hereto agree that with effect as of 4 April 2011, the definition of “Total Commitment” in Clause 1.1 of the Receivables Purchase Agreement shall be amended as follows:                                                                                                                                                                                                                                                                                                                                                       |
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|   |                                 | In the third line “being EUR 32,000,000” shall be amended to “being EUR 50,000,000”.                                                                                                                                                                                                                                                                                                                                                                                                                                          |
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| 3.     |                                 | MISCELLANEOUS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
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| 3.1    |                                 | For the avoidance of doubt, the Receivables Purchase Agreement shall remain in full force and effect and the provisions set out in this Amendment Agreement shall only take effect as specified herein.                                                                                                                                                                                                                                                                                                                                               |
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| 3.2    |                                 | This Amendment Agreement may be executed in any number of counterparts and all such counterparts taken together shall be deemed to constitute one and the same instrument.                                                                                                                                                                                                                                                                                                                                                                            |
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| 3.3    |                                 | Clause 20 (GOVERNING LAW; JURISDICTION; WAIVER OF JURY TRIAL) of the Receivables Purchase Agreement shall be incorporated in and form part of this Amendment Agreement mutatis mutandis.                                                                                                                                                                                                                                                                                                                                                              |

| For and behalf of                                 |
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|                                              |
| Meritor Heavy Vehicle Braking Systems (USA), Inc. |
|                                              |   |   |
| By:                                               | /s/     | Mary A. Lehmann |
|                                              |   |
| Name:                                   | Mary A. Lehmann |
|                                              |   |
| Title:                                            | Senior Vice-President and Treasurer |

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| For and on behalf of                                                      |
|---------------------------------------------------------------------------|
|                                                                      |
| Meritor Heavy Vehicle Systems, LLC                                        |
|                                                                      |   |   |
| By:                                                                       | /s/ | Mary A. Lehmann |
|                                                                      |   |
| Name:                                                           | Mary A. Lehmann |
|                                                                      |   |
| Title:                                                                    | Senior Vice-President and Treasurer |
|                                                                      |
|                                                                      |
| For and behalf of                                                         |
|                                                                      |
| Meritor Aftermarket USA, LLC (formerly known as Arvinmeritor Mascot, LLC) |
|                                                                      |   |   |
| By:                                                                       | /s/ | Mary A. Lehmann |
|                                                                      |   |
| Name:                                                                     | Mary A. Lehmann |
|                                                                      |   |
| Title:                                                                    | Senior Vice-President and Treasurer |
|                                                                      |
|                                                                      |
| For and behalf of                                                         |
|                                                                      |
| Viking Asset Purchaser No. 7 IC                                           |
|                                                                      |   |   |
| By:                                                                       | /s/     | Cheryl Heslop |
|                                                                      |   |
| Name:                                                                | Cheryl Heslop |
|                                                                      |   |
| Title:                                                                    | Alternate Director |
|                                                                      |
|                                                                      |
| For and behalf of                                                         |
|                                                                      |
| Citicorp Trustee Company Limited                                          |
|                                                                      |   |   |
| By:                                                                       | /s/ | Viola Japaul |
|                                                                      |   |
| Name:                                                                     | Viola Japaul |
|                                                                      |   |
| Title:                                                                    | Director |

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