Loan Document, in
relation to each Guarantor organized under the laws of Luxembourg (the
"Luxembourg Guarantor") the maximum amount payable by that Luxembourg Guarantor
under this Guaranty, any other guaranty entered into in connection with the
Credit Agreement or as a result of the Credit Agreement shall at no time exceed
the Maximum Amount (as defined below) of that Luxembourg Guarantor.
(B)
The "Maximum Amount" of any Luxembourg Guarantor
means the aggregate of:
(i)
the outstanding intercompany loans (including
without limitation by way of promissory notes) made directly or indirectly to
that Luxembourg Guarantor which have been funded with moneys received by the
Borrowers under the Credit Agreement; and
(ii)
an amount equal to 85% of the greater of (A) that
Luxembourg Guarantor's Fair Value (as defined below) on the date on which a
demand is first made on that Luxembourg Guarantor under this Guaranty after the
deduction of any amount payable or paid in accordance with paragraph (i) above
and (B) that Luxembourg Guarantor's Fair Value (as defined below) at the date of
this Agreement after the deduction of the amount payable or paid in accordance
with paragraph (i) above.
A Luxembourg Guarantor's "Fair Value" means the market value of the assets of
that Luxembourg Guarantor as reasonably determined by the Administrative Agent
as at a specific date less all existing liabilities (including tax liabilities)
incurred from time to time by that Luxembourg Guarantor and as reflected from
time to time in the books of that Luxembourg Guarantor.
(C)
The obligations and liabilities of any Luxembourg
Guarantor under this Guaranty shall not include any obligation which, if
incurred, would constitute either (a) a misuse of corporate assets as defined
under Article 171-1 of the Luxembourg Company Act of August 10, 1915, as amended
from time to time, (the "Luxembourg Company Act") or (b) financial assistance.
(D)
No Luxembourg Guarantor shall at any time have any
liability under this Guaranty to the extent that, if it were so liable, it would
contravene any mandatory provision of Luxembourg law.
Section 25.
Counterparts. This Guaranty may be executed in
any number of counterparts, all of which taken together shall constitute one
agreement, and any of the parties hereto may execute this Guaranty by signing
any such counterpart.
The remainder of this page is intentionally blank.
15
ARVINYL WEST, INC
ARVIN INTERNATIONAL HOLDINGS, LLC
ARVINMERITOR ASSEMBLY, LLC
ARVINMERITOR BRAKE HOLDINGS, INC.
ARVINMERITOR HOLDINGS MEXICO, INC.
ARVINMERITOR OE, LLC
ARVINMERITOR TECHNOLOGY, LLC
ARVIN REPLACEMENT PRODUCTS FINANCE, LLC
EUCLID INDUSTRIES, LLC
GABRIEL EUROPE, INC.
GABRIEL RIDE CONTROL PRODUCTS, INC.
MAREMONT CORPORATION
MAREMONT EXHAUST PRODUCTS, INC.
MERITOR I ACQUISITION CORPORATION
MERITOR HEAVY VEHICLE BRAKING SYSTEMS (U.S.A.), INC.
MERITOR HEAVY VEHICLE SYSTEMS, LLC
MERITOR HEAVY VEHICLE SYSTEMS (MEXICO), INC.
MERITOR HEAVY VEHICLE SYSTEMS (SINGAPORE) PTE., LTD.
MERITOR HEAVY VEHICLE SYSTEMS (VENEZUELA), INC.
MERITOR LIGHT VEHICLE SYSTEMS (SPAIN) INC.
MERITOR MANAGEMENT CORP.
MERITOR TECHNOLOGY, INC.
MERITOR TRANSMISSION CORPORATION
ARVINMERITOR FILTERS OPERATING CO., LLC
ARVINMERITOR FILTERS HOLDING CO., LLC
ARVIN TECHNOLOGIES, INC.
ARVINMERITOR, INC.
ARVIN INDUSTRIES FOREIGN SALES