EXECUTION COPY 

AMENDMENT NO. 3 
TO

SECOND AMENDED AND
RESTATED CREDIT AGREEMENT 

This AMENDMENT NO. 3 TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) dated as of June 2, 2016 is among Meritor, Inc., an Indiana
corporation (the “Company”), ArvinMeritor
Finance Ireland, 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, the signatories
hereto are parties to that certain Second Amended and Restated Credit Agreement,
dated as of February 13, 2014 (as amended by Amendment No. 1 thereto, dated as
of September 12, 2014 and by Amendment No. 2 thereto dated as of May 22, 2015,
and as the same 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;

WHEREAS, the Borrowers wish
to amend the Credit Agreement in certain respects, and the Lenders and the
Administrative Agent are willing to amend the Credit Agreement (including to
increase the Aggregate 2019 Revolving Loan Commitment and to allow for the
conversion of 2017 Revolving Loan Commitments to 2019 Revolving Loan
Commitments) on the terms and conditions set forth herein; and 

WHEREAS, the Borrowers wish
to obtain the consent of the Lenders to the release of ArvinMeritor Sweden AB, a
company organized under the laws of Sweden (“ArvinMeritor Sweden”), and Arvin European Holdings (UK) Limited, a
company organized under the laws of the United Kingdom  (“Arvin UK”; ArvinMeritor Sweden and Arvin UK being referred to collectively as the
“Released Foreign Subsidiary Guarantors”) from their Subsidiary Guarantees in connection with and upon the
occurrence of certain internal corporate restructuring transactions permitted
under the Credit Agreement, and the Administrative Agent and the Required
Lenders are willing to grant such releases 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. Amendments to Credit
Agreement. Upon and subject to
the satisfaction of the conditions precedent set forth in Section 4 below, the Credit Agreement shall be and hereby is amended as follows:


(a) Section
1.1 of the Credit Agreement is
hereby amended to insert the following definitions in the appropriate
alphabetical order: 

“Amendment No. 3
Effective Date” means
June 2, 2016. 







“Bail-In
Action” means the
exercise of any Write-Down and Conversion Powers by the applicable EEA
Resolution Authority in respect of any liability of an EEA Financial
Institution.

“Bail-In
Legislation” means,
with respect to any EEA Member Country implementing Article 55 of Directive
2014/59/EU of the European Parliament and of the Council of the European Union,
the implementing law for such EEA Member Country from time to time which is
described in the EU Bail-In Legislation Schedule.

“Canadian Tax
Restructuring” is
defined in Section
7.5 hereof.

“Conversion” is
defined in Section
2.25 hereof.

“Conversion
Confirmation” is
defined in Section
2.25 hereof.

“Conversion
Date” is defined
in Section
2.25 hereof.

“Converting
Lender” is defined
in Section
2.25 hereof.

“EEA Financial
Institution” means (a)
any credit institution or investment firm established in any EEA Member Country
which is subject to the supervision of an EEA Resolution Authority, (b) any
entity established in an EEA Member Country which is a parent of an institution
described in clause (a) of this definition, or (c) any financial institution
established in an EEA Member Country which is a subsidiary of an institution
described in clauses (a) or (b) of this definition and is subject to
consolidated supervision with its parent.

“EEA Member
Country” means any of
the member states of the European Union, Iceland, Liechtenstein, and
Norway.

“EEA Resolution
Authority” means any
public administrative authority or any Person entrusted with public
administrative authority of any EEA Member Country (including any delegee)
having responsibility for the resolution of any EEA Financial
Institution.

“EU Bail-In
Legislation Schedule”
means the EU Bail-In Legislation Schedule published by the Loan Market
Association (or any successor person), as in effect from time to
time.

“Write-Down and
Conversion Powers”
means, with respect to any EEA Resolution Authority, the write-down and
conversion powers of such EEA Resolution Authority from time to time under the
Bail-In Legislation for the applicable EEA Member Country, which write-down and
conversion powers are described in the EU Bail-In Legislation
Schedule.

(b) The following definitions
included in Section 1.1
of the Credit Agreement are hereby amended
and restated in their entirety as follows:

“Aggregate 2017
Revolving Loan Commitment” means the aggregate of the 2017 Revolving Loan Commitments then in
effect of all the 2017 Revolving Loan Lenders, as the same may be reduced or
increased from time to time pursuant to the terms hereof. As of the Amendment
No. 3 Effective Date, after giving effect to the transactions contemplated by
the Second Amendment and Restatement Agreement, the Aggregate 2017 Revolving
Loan Commitment is $40,291,262.14.

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“Aggregate 2019
Revolving Loan Commitment” means the aggregate of the 2019 Revolving Loan Commitments then in
effect of all the 2019 Revolving Loan Lenders, as the same may be reduced or
increased from time to time pursuant to the terms hereof. As of the Amendment
No. 3 Effective Date, after giving effect to the transactions contemplated by
the Second Amendment and Restatement Agreement, the Aggregate 2019 Revolving
Loan Commitment is $465,332,038.55.

“Change in
Control” means (a) any
“Change of Control” (or similar term) under and as defined in, or within the
meaning of, any Senior Note Indenture (including any supplement thereto) or with
respect to any series of Senior Notes, and for any use or purpose in such Senior
Note Indenture or Senior Notes or (b) any event or series of events by
which:

(i) any “person” or
“group” (within the meaning of Sections 13(d) and 14(d)(2) of the Securities
Exchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3 under the
Securities Exchange Act), directly or indirectly, of thirty-five percent (35%)
or more of the voting power of the then outstanding Capital Stock of the Company
entitled to vote generally in the election of the directors of the
Company; or

(ii) the Company
consolidates with or merges into another corporation or conveys, transfers or
leases all or substantially all of its property to any person, or any
corporation consolidates with or merges into the Company, in either event
pursuant to a transaction in which the outstanding Capital Stock of the Company
is reclassified or changed into or exchanged for cash, securities or other
Property.

“Defaulting
Lender” means any Lender that (a) has failed, within two
(2) Business Days of the date required to be funded or paid, to (i) fund any
portion of its Loans, (ii) fund any portion of its participations in Letters of
Credit or Swing Line Loans or (iii) pay over to any Credit Party any other
amount required to be paid by it hereunder, unless, in the case of clause (i)
above, such Lender notifies the Administrative Agent in writing that such
failure is the result of such Lender’s good faith determination that a condition
precedent to funding (specifically identified and including the particular
default, if any) has not been satisfied, (b) has notified the Company or any
Credit Party in writing, or has made a public statement to the effect, that it
does not intend or expect to comply with any of its funding obligations under
this Agreement (unless such writing or public statement indicates that such
position is based on such Lender’s good faith determination that a condition
precedent (specifically identified and including the particular default, if any)
to funding a loan under this Agreement cannot be satisfied) or generally under
other agreements in which it commits to extend credit, (c) has failed, within
three (3) Business Days after written request by a Credit Party, acting in good
faith, to provide a certification in writing from an authorized officer of such
Lender that it will comply with its obligations to fund prospective Loans and
participations in then outstanding Letters of Credit and Swing Line Loans under
this Agreement, provided that such Lender shall cease to be a Defaulting Lender
pursuant to this clause (c) upon such Credit Party’s receipt of such
certification in form and substance reasonably satisfactory to it and the
Administrative Agent, (d) has become the subject of a Bankruptcy Event or (e)
has (or whose direct or indirect parent company has) become the subject of a
Bail-In Action.

“Foreign
Reinvestment Amount”
means, at any time, an amount equal to the proceeds of sales of Capital Stock
of, or assets of, Foreign Subsidiaries that are not Loan Parties occurring after
the Amendment No. 3 Effective Date that have been distributed to or otherwise
received by a Loan Party.

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(c) Clause (iii) of the
definition of “Indebtedness” appearing in Section 1.1 of the Credit
Agreement is hereby amended and restated in its entirety as follows:

(iii) obligations,
whether or not assumed, of others secured by (or for which the holder of such
Indebtedness has an existing right, contingent or otherwise, to be secured by)
Liens on property now or hereafter owned or acquired by such Person or payable
out of the proceeds or production from Property now or hereafter owned or
acquired by such Person (other than any Hedging Obligations that constitute
Secured Obligations).

(d) The Credit Agreement is
hereby amended to add the following new Section 2.25 thereto:

Section 2.25.
Conversion of 2017 Revolving Credit
Commitments into 2019 Revolving Loan
Commitments.

(A) At any time during
the term of this Agreement, any 2017 Revolving Loan Lender (in such capacity, a
“Converting
Lender”) can make an
election to recharacterize and reevidence all or any portion of its 2017
Revolving Loans and 2017 Revolving Loan Commitment as 2019 Revolving Loans and a
2019 Revolving Loan Commitment, respectively, for all purposes of the Credit
Agreement (any such recharacterization, a “Conversion”), whereupon:

(i) the Converting Lender
shall no longer constitute a 2017 Revolving Loan Lender to the extent of the
converted amount and shall become or continue to be a 2019 Revolving Loan Lender
with a new or increased 2019 Revolving Loan Commitment, as applicable, with all
of the rights and obligations of a 2019 Revolving Loan Lender under the Loan
Documents to the full extent of such new or increased 2019 Revolving Loan
Commitment (including, without limitation, the obligation to assume its
respective 2019 Revolving Pro Rata Share of participation interests in Swing
Line Loans and Letters of Credit); and

(ii) upon such Conversion Date,
(a) the existing Aggregate 2019 Revolving Loan Commitment shall be increased by
the aggregate amount of the converted 2017 Revolving Loan Commitment of the
Converting Lender with such increase being allocated solely to such Converting
Lender, and (b) in accordance with Section 2.24 of the
Credit Agreement, the existing Aggregate 2017 Revolving Loan Commitment shall be
reduced by the aggregate amount of the converted 2017 Revolving Loan Commitment
of such Converting Lender, with such reduction being allocated solely to such
Converting Lender.

(B) Any request for a
Conversion as described herein shall be made in a written notice given to the
Administrative Agent and the Lenders by the Company not less than five (5)
Business Days prior to the proposed Conversion Date, which notice shall specify
the amount of the proposed Conversion and the proposed Conversion
Date.

(C) The effectiveness of
any Conversion shall be subject to the following conditions
precedent:

(i) As of the effective
date of the applicable Conversion (a “Conversion Date”), (a) all representations and warranties
under Article
VI and in the other Loan
Documents shall be true and correct in all material respects as though made on
such date (unless such representation and warranty is made as of a specific
date, in which case, such representation and warranty shall be true and correct
in all material respects as of such date) and (b)
no event shall have occurred and then be continuing which constitutes a Default
or Unmatured Default;

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(ii) the Borrowers, the
Administrative Agent and each Converting Lender shall have executed and
delivered a confirmation of such Conversion substantially in the form
of Exhibit J
hereto (a “Conversion Confirmation”); and

(iii) the Borrowers, the
Subsidiary Guarantors and each Converting Lender shall otherwise have executed
and delivered such other instruments and documents, if any, as the
Administrative Agent or such Converting Lender shall have reasonably requested
in connection with such Conversion.

(D) The Administrative
Agent shall be permitted to make such reallocations, if any, of each Lender’s
2019 Revolving Loans and participations in outstanding Swing Line Loans and
Letters of Credit among the 2019 Revolving Loan Lenders as are necessary in
order to reflect such Lender’s 2019 Revolving Pro Rata Share of such amounts
under the Credit Agreement after giving effect to a Conversion. The Borrower
hereby agrees to compensate each Lender for any and all losses, costs and
expenses incurred by such Lender in connection with the sale and assignment of
any Eurocurrency Rate Loans and the reallocation described in this
Section 2.25(D) in each
case on the terms and in the manner set forth in Section 4.4 of the Credit Agreement.

(e) The Credit Agreement is
hereby amended to add the following new Section 6.25 thereto:

Section 6.25.
EEA Financial
Institution. No Loan Party is an EEA Financial
Institution.

(f) Section
7.3(A)(x) of the Credit Agreement
is hereby amended and restated in its entirety as follows:

(x) Unsecured
Indebtedness of the Company or any Domestic Subsidiary Guarantor not otherwise
permitted under this Section 7.3(A) in
an aggregate outstanding principal amount not to exceed (A) $40,000,000 during
the period from and after the Restatement Effective Date until the Amendment No.
3 Effective Date and (B) $200,000,000 (the amount in this clause (B), the
“Unsecured Basket Base
Amount”)
at any time from and after the Amendment
No. 3 Effective Date so long as, subject to the second proviso below, such
Indebtedness described in clause (A) and (B) has a maturity date not sooner than
six months after the later of (x) the latest Termination Date and (y) the latest
Term Loan Maturity Date (or any later maturity date then in effect with respect
to the Loans); provided, that
Indebtedness in an amount in excess of the Unsecured Basket Base Amount (subject
to the aforementioned limitations on maturity) may be incurred if, not less than
five (5) Business Days prior to such incurrence, the Company shall deliver to
the Administrative Agent and the Lenders a certificate from a Designated
Financial Officer demonstrating to the reasonable satisfaction of the
Administrative Agent that after giving effect to such incurrence, on
a pro
forma basis acceptable to the Administrative Agent, as
if such incurrence had occurred on the first day of the twelve-month period
ending on the last day of the Company’s most recently completed fiscal quarter
for which financial statements are publicly available, the Interest Coverage
Ratio as of the end of such fiscal quarter was equal to or greater than
2.00:1.00; provided, further, that the
limitations on maturity set forth above shall not apply to up to $25,000,000 of
Indebtedness in existence at any time that has been incurred pursuant to
this Section
7.3(A)(x).

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(g) Section
7.3(B)(i) of the Credit Agreement
is hereby amended and restated in its entirety as follows:

(i) Any Subsidiary may
merge or consolidate with the Company (provided, that the Company shall be the surviving
corporation), with the Subsidiary Borrower (provided, that such Subsidiary Borrower shall be the
surviving entity) or with one or more other Subsidiaries (provided, that in the case of any such merger or
consolidation involving any Subsidiary Guarantor, the surviving entity shall be
such Subsidiary Guarantor, except that in the case of the merger of ArvinMeritor
Sweden AB with and into Meritor HVS AB, Meritor HVS AB may be the surviving
entity);

(h) Section 7.3(E)
of the Credit Agreement is hereby amended as
follows:

(i) to amend and restate clause
(ii)(e) thereof in its entirety as follows:

(e) Investments by any
Loan Party in Foreign Subsidiaries that are not Loan Parties made (x) during the
period from and after the Restatement Effective Date until the Amendment No. 3
Effective Date in an aggregate amount of $5,000,000 and (y) from and after the
Amendment No. 3 Effective Date in an outstanding amount not to exceed at any
time the sum of (1) $250,000,000 plus (2) the Foreign Reinvestment Amount at
such time;

and

(ii) to amend and restate clause
(viii) thereof in its entirety as follows:

(viii) Investments
(other than any Investment of a type described in the foregoing clauses (i)-(vii)) made (x)
during the period from and after the Restatement Effective Date until the
Amendment No. 3 Effective Date in an aggregate amount of $48,000,000 and (y)
from and after the Amendment No. 3 Effective Date in an aggregate amount not to
exceed $200,000,000 at any time.

(i) Section
7.3(G)(v) of the Credit Agreement
is hereby amended and restated in its entirety as follows:

(v) (x) the aggregate
consideration for all Acquisitions completed during the period from and after
the Restatement Effective Date until the Amendment No. 3 Effective Date shall
not exceed $17,000,000, and (y) the aggregate consideration for any Acquisition
completed after the Amendment No. 3 Effective Date, in the aggregate with the
consideration for all other Acquisitions consummated from and after the
Amendment No. 3 Effective Date, shall not exceed the sum of (i) $100,000,000
plus (ii) an amount equal to the net cash proceeds received by the Company or
any Domestic Subsidiary on or after the Amendment No. 3 Effective Date from the
divestiture of the equity interest in, or assets of, any Foreign
Subsidiary.

(j) The Credit Agreement is
hereby amended to add the following new Section 7.5 thereto:

Section 7.5.
Canadian Tax
Restructuring.
Notwithstanding anything to the contrary in this Article VII, the Company and its Subsidiaries may consummate
the internal restructuring (the “Canadian Tax Restructuring”) of certain Domestic Subsidiaries and certain Foreign Subsidiaries
organized in Canada, France and the United Kingdom, in accordance with the steps
set forth on Schedule
7.5 hereto, and any
non-material deviations from such steps so long as the Company delivers such
Loan Documents, as are reasonably required by the Loan Documents
in order to comply with
this Agreement. For purposes of this Section 7.5, a “non-material” step or deviation shall mean
any step or deviation, as reasonably determined by the Administrative Agent and
the Company, from the steps outlined in Schedule 7.5 hereto, that does not reduce the amount of
security or recourse provided to the Lenders under the Loan Documents. In no
event shall such Canadian Tax Restructuring, if completed as described in
this Section
7.5, be deemed to
constitute a Default or Unmatured Default.

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(k) The Credit Agreement is
hereby amended to add the following new Section 10.16 thereto:

Section
10.16. Acknowledgment and
Consent to Bail-In of EEA Financial Institutions

Notwithstanding anything
to the contrary in any Loan Document or in any other agreement, arrangement or
understanding among any such parties thereto, each party hereto acknowledges
that any liability of any EEA Financial Institution arising under any Loan
Document, to the extent such liability is unsecured, may be subject to the
Write-Down and Conversion Powers of an EEA Resolution Authority and agrees and
consents to, and acknowledges and agrees to be bound by:

(A) the application of
any Write-Down and Conversion Powers by an EEA Resolution Authority to any such
liabilities arising hereunder which may be payable to it by any party hereto
that is an EEA Financial Institution; and

(B) the effects of any Bail-in
Action on any such liability, including, if applicable:

(i) a reduction in full
or in part or cancellation of any such liability;

(ii) a conversion of
all, or a portion of, such liability into shares or other instruments of
ownership in such EEA Financial Institution, its parent undertaking, or a bridge
institution that may be issued to it or otherwise conferred on it, and that such
shares or other instruments of ownership will be accepted by it in lieu of any
rights with respect to any such liability under this Agreement or any other Loan
Document; or

(iii)
the variation of the terms of such liability in
connection with the exercise of the Write-Down and Conversion Powers of any EEA
Resolution Authority.

(l) Exhibit A-1 (2017 Revolving Loan Commitments) and Exhibit A-2 (2019 Revolving Loan Commitments) are hereby
amended and restated in their entirety to read as set forth in Annex I hereto to reflect the increase to the 2019 Aggregate Revolving Loan
Commitment described in Section
2 below on the effective date
hereof.

(m) The Credit Agreement shall be
amended to add a new Exhibit
J (Conversion Confirmation) in
the form attached as Annex
II hereto 

(n) The Credit Agreement shall be
amended to add a new Schedule
7.5 (Canadian Tax Restructuring)
in the form attached as Annex
III hereto.


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2. Increase to 2019 Aggregate
Revolving Loan Commitment.
Pursuant to Section
2.23 of the Credit Agreement, the
Company has requested an increase in the Aggregate 2019 Revolving Loan
Commitment from $458,681,553.11 to $465,332,038.55, upon the effectiveness
hereof. In connection with such requested
Commitment Increase, the Company, the Administrative Agent and BNP Paribas (the
“Accepting Lender”) hereby agree that upon the effectiveness
hereof, the 2019 Revolving Loan Commitment of the Accepting Lender under the
Credit Agreement shall be increased from $43,349,514.56 to $50,000,000. The
Required Lenders hereby agree to waive the minimum amount and multiples
requirements set forth in Section
2.23(B) of the Credit Agreement,
and also agree that this Amendment shall be delivered in substitution for any
Increase Notice and Commitment and Acceptance required by Section 2.23 of the Credit Agreement (after giving effect to
this Amendment).

3. Release of Subsidiary
Guarantors.

(a) Subject to the satisfaction
of the conditions precedent set forth in Section 4 below, pursuant
to the authority granted to the Administrative Agent under Section 11.15(B)(iv) of the Credit Agreement, the Administrative Agent,
on behalf of the Holders of Secured Obligations, agrees that (i) effective upon
the merger of ArvinMeritor Sweden with and into Meritor HVS AB, with Meritor HVS
AB as the surviving entity, ArvinMeritor Sweden shall be automatically released
as a “Guarantor” under the Subsidiary Guaranty to which it is a party and all
obligations of ArvinMeritor Sweden under such Subsidiary Guaranty shall be
terminated and (ii) as and when required by the Canadian Tax Restructuring,
Arvin UK shall be automatically released as a “Guarantor” under the Subsidiary
Guaranty to which it is a party and all obligations of Arvin UK under such
Subsidiary Guaranty shall be terminated.

(b) The Administrative Agent’s
Liens on the Applicable Pledge Percentage of the Capital Stock of the applicable
Released Foreign Subsidiary Guarantor shall be automatically released at such
time as such Released Foreign Subsidiary Guarantor no longer constitutes a
Pledge Subsidiary (including if maintaining such security interest and liens
would result in a Deemed Dividend Problem); provided that the Company shall
comply with Section
7.2(L) of the Credit Agreement
and the Collateral Documents with respect to any new Pledge Subsidiary after
giving effect to the applicable transactions described in Section 3(a) of this Amendment.

4. 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, BNP Paribas and the Administrative Agent.

(b) The Administrative Agent has
received duly executed copies of the Consent and Reaffirmation attached hereto
from each Subsidiary Guarantor.

(c) The Administrative Agent
shall have received favorable written opinions (addressed to the Administrative
Agent and the Lenders and dated the effective date hereof) of (i) the U.S.
counsels to the Company and the Subsidiary Guarantors, (ii) the Irish counsel to
the Subsidiary Borrower and (iii) the foreign local counsel of each Foreign
Subsidiary Guarantor, in each case in form and substance reasonably satisfactory
to the Administrative Agent and covering such matters relating to the Loan
Parties, the Loan Documents, this Agreement and the transactions contemplated
hereby as the Administrative Agent shall reasonably request. The Borrowers
hereby request such counsel to deliver such opinion.

(d) The Administrative Agent
shall have received such documents and certificates as the Administrative Agent
or its counsel may reasonably request, including without limitation documents
and certificates relating to the organization, existence and good standing of
the Loan Parties and the authorization of this Agreement and the transactions
contemplated hereby and any other legal matters relating to the Loan
Parties, the Loan Documents or this Agreement and the transactions contemplated
hereby, all in form and substance reasonably satisfactory to the Administrative
Agent and its counsel.

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(e) The representations and
warranties of the Loan Parties set forth in the Loan Documents shall be true and
correct in all material respects as of the date hereof, except to the extent
such representations and warranties expressly relate to an earlier date, in
which case such representations and warranties shall be true and correct in all
material respects as of such earlier date, no Unmatured Default or Default shall
have occurred and be continuing as of the date hereof, and the Administrative
Agent shall have received a certificate, dated as of the date hereof and signed
by the president, a vice president or a financial officer of the Company,
confirming the foregoing.

(f) The Administrative Agent
shall have received a certificate, dated as of the date hereof, of a Designated
Financial Officer of the Company demonstrating to the satisfaction of the
Administrative Agent (i) a computation of Collateral Value Amount as of the most
recently completed fiscal quarter for which financial statements are available
and (ii) that the Collateral Value Amount as of such date shall be greater than
the Facility Obligations Amount (after giving effect to the transactions
contemplated hereby).

(g) 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.

5. Representations and
Warranties of the Borrowers. The
Borrowers hereby represent and warrant as follows:

(a) Each 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 Credit
Agreement (as amended hereby). The execution and delivery by each Borrower of
this Amendment, and the performance of its obligations under this Amendment and
the Credit Agreement (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 Credit
Agreement (as amended hereby) constitute the legal, valid and binding
obligations of each 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 the Borrowers of this Amendment, nor the consummation of the
transactions contemplated herein and in the Credit Agreement (as amended
hereby), nor compliance with the provisions hereof or thereof will violate any
law, rule, regulation, order, writ, 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 Credit Agreement (as amended
hereby).

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(d) As of the date hereof and
after giving effect to the terms of this Amendment, (i) each representation and
warranty by each Borrower set forth in the Credit Agreement (as amended hereby)
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 (as amended hereby).

6. Reference to and Effect on
the Credit Agreement.

(a) Upon the effectiveness
hereof, 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. 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 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 or any other documents, instruments and
agreements executed and/or delivered in connection therewith.

7. GOVERNING
LAW. THIS AMENDMENT SHALL
BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

8. 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.

9. 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.

10. 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.

10







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,
	as a
      Borrower
	  
	  
	By:
      	  /s/ Todd
    Chirillo 
	Name: Todd Chirillo
	Title:
Director

























Amendment No. 3 to Second Amended and Restated Credit Agreement










	JPMORGAN CHASE BANK, N.A.,
	as
      Administrative Agent, Issuing Bank, Swing
	Line
      Lender and as a Lender
	 
	 
	By:
       	  /s/ Robert P.
    Kellas 
	Name: Robert P. Kellas
	Title: Executive
Director









































Amendment No. 3 to Second Amended and Restated Credit Agreement








	Citicorp North America Inc., as
      a Lender
	 
	 
	By: 	  /s/ Sarah
    Terner 
	Name: Sarah Terner
	Title: Vice
  President



  






































Amendment No. 3 to Second Amended and Restated Credit Agreement








	Bank of
      America, N.A., as a Lender
	 
	 
	By: 	  /s/ Brian Lukehart
	Name: Brian Lukehart
	Title:
  Director



    






































Amendment No. 3 to Second Amended and Restated Credit Agreement








	ROYAL BANK OF
      CANADA, as a Lender
	 
	 
	By: 	  /s/ Edward D. Herko
	Name: Edward D. Herko
	Title: Authorized
    Signatory



      






































Amendment No. 3 to Second Amended and Restated Credit Agreement








	The Royal
      Bank of Scotland plc, as a Lender
	 
	 
	By: 	  /s/ Tyler J. McCarthy
	Name: Tyler J.
  McCarthy
	Title:
  Director



        






































Amendment No. 3 to Second Amended and Restated Credit Agreement








	Lloyds Bank plc, as
      a Lender
	 
	 
	By:	  /s/ Daven
      Popat
	Name:	Daven Popat 
	Title:	Senior Vice President
		Transaction Execution
		Category A
		P003
	 
	By: 	  /s/ Dennis
      McClellan
	Name: 	Dennis McClellan 
	Title:	Assistant Vice President
		M040



    


























Amendment No. 3 to Second Amended and Restated Credit Agreement










	BNP Paribas, as a Lender
	 
	 
	By:
        	  /s/ Todd
      Grossnickle
	Name: Todd Grossnickle
	Title: Director
	 
	 
	By:	  /s/ Nader
      Tannous
	Name: Nader Tannous
	Title: Managing Director




    
































Amendment No. 3 to Second Amended and Restated Credit Agreement








	PNC BANK, NATIONAL
      ASSOCIATION, as
  a
	Lender
	 
	 
	By:
        	  /s/ Scott M.
      Kowalski
	Name: Scott M. Kowalski
	Title: Senior Vice
President



    





































Amendment No. 3 to Second Amended and Restated Credit Agreement








	Fifth Third Bank, as a Lender
	  
	   
	By:  	  /s/ Randal
      Wolffis
	Name: Randal Wolffis
	Title: Vice President



    






































Amendment No. 3 to Second Amended and Restated Credit Agreement








	Comerica Bank, as a Lender
	 
	 
	By:  	  /s/ Nicole
      Swigert
	Name: Nicole Swigert
	Title: Vice President



    






































Amendment No. 3 to Second Amended and Restated Credit Agreement








	The Huntington National Bank, as a Lender
	  
	  
	By:  	  /s/ Dan
      Swanson
	Name: Dan Swanson
	Title: Assistant Vice
President



    






































Amendment No. 3 to Second Amended and Restated Credit Agreement








	Citizens Bank, N.A., as a Lender
	  
	  
	By:  	  /s/ Stephen A.
      Maenhout
	Name: Stephen A. Maenhout
	Title: Senior Vice
President



    






































Amendment No. 3 to Second Amended and Restated Credit Agreement








	CAPITAL ONE LEVERAGE FINANCE
      CORP.,
	as a Lender
	 
	 
	By:  	  /s/ Gina
      Monette 
	Name: Gina Monette
	Title: Vice President








































Amendment No. 3 to Second Amended and Restated Credit Agreement







Consent and
Reaffirmation 

dated as of June 2, 2016


Each of the undersigned
hereby acknowledges receipt of a copy of Amendment No. 3, dated as of June 2,
2016 (the “Amendment”), to that
certain Second Amended and Restated Credit Agreement, dated as of February 13,
2014 (as amended, restated, supplemented or otherwise modified from time to
time, the “Credit
Agreement”), among Meritor, Inc.,
an Indiana corporation (the “Company”), ArvinMeritor
Finance Ireland, the financial institutions from time to time parties thereto as
lenders (the “Lenders”) and JPMorgan
Chase Bank, N.A., as Administrative Agent (in such capacity, 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 (including, without limitation, the release of certain
Subsidiary Guarantors) 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.

Each Subsidiary Guarantor
hereby makes each of the representations and warranties of the Borrowers set
forth in Section 5 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 contained in the above referenced documents shall be a
reference to the Credit Agreement 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
      BRAKE HOLDINGS, LLC
	 	ARVINMERITOR
      FILTERS OPERATING CO., LLC
	 	MERITOR
      HOLDINGS, LLC
	 	ARVINMERITOR
      OE, LLC
	 	ARVINMERITOR
      TECHNOLOGY, LLC
	 	ARVINMERITOR, INC.
	 	AVM,
      INC.
	 	MAREMONT
      CORPORATION
	 	MAREMONT
      EXHAUST PRODUCTS, INC.
	 	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

 


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




























































    Consent and Reaffirmation to

Amendment No. 3 to Second Amended and Restated Credit Agreement










	ARVIN EUROPEAN HOLDINGS (UK) LIMITED
	 
	 
	BY: 	  /s/
      Mark R. Schaitkin
	NAME: Mark R. Schaitkin
	TITLE: Director
	 
	 
	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








       Consent and Reaffirmation to

Amendment No. 3 to Second Amended and Restated Credit Agreement







IN
WITNESS whereof the undersigned
has executed this Guaranty as a deed the day and year first above written.


	EXECUTED AS A DEED by	     	)	     	  /s/ Carl D. Anderson, II
	MERITOR CAYMAN ISLANDS, LTD.		)		  Duly
      Authorised Signatory
			)			 
			)		Name: 	  Carl D. Anderson, II
			)			 
	 		)		Title:	  Vice President and Treasurer
		 	)			 



in the presence of:


	  /s/ Mary Lou Patterson
	  Signature of
      Witness
	 
	Name:	Mary Lou Patterson
		 
	Address:	2135 W Maple
      Rd. Troy MI
		48084
		 
	Occupation: 	Legal Assistant
	 
	(Note: These
      details are to be completed in the
witness's own hand
    writing.)


























































        Consent and Reaffirmation to

Amendment No. 3 to Second Amended and Restated Credit Agreement







Annex I to

Amendment No. 3 to Second
Amended and Restated Credit Agreement 

Restated Exhibits A-1 and
A-2 

Attached.







EXHIBIT A-1
TO

SECOND AMENDED AND
RESTATED CREDIT AGREEMENT 
(as restated on the Amendment No. 3 Effective
Date) 


2017 Revolving Loan
Commitments 

	Lender	2017 Revolving Loan
  Commitment
	DEUTSCHE
      BANK AG NEW YORK BRANCH	$8,203,883.50
	CAPITAL ONE
      LEVERAGE FINANCE CORP.	$12,087,378.64
	CITIZENS
      BANK, N.A.	$20,000,000.00
	Total	$40,291,262.14









EXHIBIT A-2 
TO

SECOND AMENDED AND
RESTATED CREDIT AGREEMENT
(as restated on the Amendment No. Effective Date)


2019 Revolving Loan
Commitments 

	Lender	2019 Revolving Loan
  Commitment
	JPMORGAN
      CHASE BANK, N.A.	$65,000,000.00
	CITICORP
      NORTH AMERICA, INC.	$56,407,766.99
	BANK OF
      AMERICA, N.A.	$56,400,000.00
	ROYAL BANK
      OF CANADA	$50,000,000.00
	BNP
      PARIBAS	$50,000,000.00
	THE ROYAL
      BANK OF SCOTLAND PLC	$48,349,514.56
	LLOYDS BANK
      PLC	$40,000,000.00
	PNC BANK,
      NATIONAL ASSOCIATION	$35,000,000.00
	FIFTH THIRD
      BANK	$24,174,757.00
	COMERICA
      BANK	$20,000,000.00
	THE
      HUNTINGTON NATIONAL BANK	$20,000,000.00
	Total	$465,332,038.55









Annex II to

Amendment No. 3 to Second
Amended and Restated Credit Agreement 

EXHIBIT J 
TO

SECOND AMENDED AND
RESTATED CREDIT AGREEMENT 

FORM OF CONVERSION
CONFIRMATION 

Dated [__________] 

Reference is made to the
Second Amended and Restated Credit Agreement, dated as of February 13, 2014, by
and among Meritor, Inc., an Indiana corporation (the “Company”), ArvinMeritor Finance Ireland (the “Subsidiary Borrower”), the institutions from time to time parties
thereto as “Lenders”, and JPMorgan Chase Bank, N.A., as Administrative Agent
(the “Administrative
Agent”) (as the same may be
amended, restated, supplemented or otherwise modified from time to time, the
“Credit Agreement”). Terms defined
in the Credit Agreement are used herein with the same meaning. 

This agreement (this
“Conversion
Confirmation”) is a confirmation
of a Conversion referred to in Section 2.25 of the Credit
Agreement.

1. Effective as of the
Conversion Date, [________________] (the
“Converting Lender”), shall convert
$[_________] of its 2017
Revolving Loan Commitment into a 2019 Revolving Loan Commitment and the
Aggregate 2019 Revolving Loan Commitment shall be increased by such amount to
$[_________]. 

2. The proposed Conversion
Date is [________________]. 

3. The Company hereby
represents and warrants that as of the date hereof and as of the Conversion
Date, (a) all representations and warranties shall be true and correct in all
material respects as though made on such date, other than representations given
as of a particular date, in which case they shall be true and correct as of that
date and (b) no event shall have occurred and then be continuing which
constitutes an Unmatured Default or a Default. 

4. THIS CONVERSION
CONFIRMATION SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


5. This Conversion
Confirmation may be executed in one or more counterparts, each of which shall be
deemed an original, but all of which taken together shall constitute one and the
same instrument. Delivery of an executed counterpart of a signature page of this
Conversion Confirmation by facsimile or e-mail transmission shall be effective
as delivery of a manually executed counterpart of this Conversion Confirmation.








IN WITNESS WHEREOF, the
parties hereto have caused this Conversion Confirmation to be executed by their
respective officers thereunto duly authorized, as of the date first above
written. 


	 	MERITOR,
      INC.,
		as the
      Company
		 
		 
		By:  	 
		Name:
		Title:
		 
		JPMORGAN
      CHASE BANK, N.A.,
		as
      Administrative Agent
		 
		 
		By:	 
		Name:
		Title:




	CONVERTED COMMITMENT	CONVERTING LENDER
	 
	$	[BANK]
	 
	TOTAL 2019 REVOLVING LOAN
COMMITMENT OF THE
      CONVERTING
LENDER	
	$	By:  	 
		 	
		Name:
		Title: