SECOND AMENDMENT AND RESTATEMENT AGREEMENT Dated as of February 13, 2014Amendment and Restatement Agreement • February 18th, 2014 • Meritor Inc • Motor vehicle parts & accessories • New York
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of February 13, 2014 is entered into by and among Meritor, Inc. (formerly known as ArvinMeritor, Inc.), an Indiana corporation, as the Company, ArvinMeritor Finance Ireland, a private unlimited liability company incorporated under the laws of Ireland, as the Subsidiary Borrower, the institutions from time to time parties hereto as Lenders, whether by execution of this Agreement or an Assignment Agreement pursuant to Section 13.3, JPMorgan Chase Bank, N.A., as Administrative Agent for itself and the other Lenders, Citicorp North America, Inc., as Syndication Agent, and The Royal Bank of Scotland plc and Royal Bank of Canada, as Documentation Agents.
Re: Subsidiary Guaranty made as of 13 February 2014 by, amongst others, Meritor Cayman Islands, Ltd., as an Initial Guarantor, in favour of The Bank of New York Mellon Trust Company, N.A., as TrusteeSubsidiary Guaranty • February 18th, 2014 • Meritor Inc • Motor vehicle parts & accessories
We are Cayman Islands counsel to Meritor Cayman Islands Ltd., an exempted company incorporated in the Cayman Islands (the “Cayman Islands Guarantor”), and we are delivering this opinion in connection with the Subsidiary Guaranty dated as of 13 February 2014, executed by the Cayman Islands Guarantor in favour of The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Subsidiary Guaranty”), in connection with the execution, delivery, issuance and sale of US$225,000,000 aggregate principal amount of 6-1/4% Notes due 2024 (the "Notes") of Meritor, Inc. (the "Company") in an underwritten public offering of the Notes pursuant to an Underwriting Agreement dated as of 10 February 2014 among the Company, the Cayman Islands Guarantor, such other subsidiary guarantors and the underwriters named therein (the "Underwriting Agreement") and the Company's Registration Statement on Form S-3 (Registration Statement No. 333-179405), as amended, filed with the Securities and Exchange Commission
Apex PlazaSubsidiary Guarantee • February 18th, 2014 • Meritor Inc • Motor vehicle parts & accessories
SUBSIDIARY GUARANTEE DATED 13 FEBRUARY 2014 BETWEEN, AMONG OTHERS, ARVIN EUROPEAN HOLDINGS (UK) LIMITED (COMPANY NUMBER 03864157) AND ARVINMERITOR LIMITED (COMPANY NUMBER 01037897) (EACH A “GUARANTOR” AND TOGETHER THE “GUARANTORS”)
