Exhibit 10

EXECUTION COPY

AMENDMENT NO. 2

CREDIT AGREEMENT

This AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “Amendment”) dated as of October 2, 2007 is among ArvinMeritor, 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, National Association, 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.

WHEREAS, the signatories hereto are parties to that certain Credit Agreement, dated as of June 23, 2006 (as 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 (the “Lenders”) and the Administrative Agent; and

WHEREAS, the Borrowers wish to amend the Credit Agreement in certain respects, and the Lenders party hereto and the Administrative Agent are willing to amend the Credit Agreement 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. Effective as of the date first above written and subject to the satisfaction of the conditions precedent set forth in Section 2 below, the Credit Agreement shall be and hereby is amended as follows:

(a) Section 7.4(A) of the Credit Agreement is hereby amended to delete therefrom the phrase “(i) 5.00 to 1.00 on the last day of any fiscal quarter from the Closing Date through and including the fiscal quarter ending on or about June 30, 2008” and to insert therefor the following phrase:

“(i)(A) 5.00 to 1.00 on the last day of any fiscal quarter from the Closing Date through and including the fiscal quarter ending December 31, 2007, (B) 5.25 to 1.00 on the last day of the fiscal quarter ending March 31, 2008 and (C) 5.00 to 1.00 on the last day of the fiscal quarter ending June 30, 2008”

(b) Section 7.4(B) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“(B) Fixed Charge Coverage Ratio. The Company shall not permit its Fixed Charge Coverage Ratio, calculated on a consolidated basis for the Company and its Subsidiaries, to be less than (i) 1.25 to 1.00 on the last day of any fiscal quarter from the Closing Date through and including the fiscal quarter ending June 30, 2007, (ii) 1.00 to 1.00 on the last day of the fiscal quarter ending September 30, 2007, (iii) 0.70 to 1.00 on the last day of the fiscal quarter ending December 31, 2007 or the fiscal quarter ending March 31, 2008, (iv) 1.00 to 1.00 on the last day of the fiscal quarter ending June 30, 2008, (v) 1.25 to 1.00 on the last day of any fiscal quarter from and including the fiscal quarter ending September 30, 2008 through and including the fiscal quarter ending June 30, 2009 and (vi) 1.50 to 1.00 on the last day of any fiscal quarter thereafter.”

(c) The rows of the Pricing Schedule attached to the Credit Agreement pertaining to the “Applicable Commitment Fee Percentage,” the “Applicable Floating Rate Margin (Revolving Loans)” and the “Applicable Eurocurrency Margin (Revolving Loans) and Applicable L/C Fee Percentage” are hereby amended and restated in their entirety to read as follows:

RATING	≥ Baa3 and ≥ BBB-	Ba1 and BB+	Ba2 and BB	Ba3 and BB-	<Ba3 or <BB-
Applicable Commitment Fee Percentage	0.25%	0.30%	0.40%	0.45%	0.50%
Applicable Floating Rate Margin (Revolving Loans)	0.25%	0.75%	1.00%	1.25%	1.50%
Applicable Eurocurrency Margin (Revolving Loans) and Applicable L/C Fee Percentage	1.25%	1.75%	2.00%	2.25%	2.50%

2. Conditions Precedent. This Amendment shall become effective as of the date first above written if, and only if, (a) the Administrative Agent has received (i) duly executed copies of this Amendment from the Borrowers and the Required Lenders, (ii) duly executed copies of the Reaffirmation in the form of Attachment A attached hereto from each Subsidiary Guarantor and (iii) for the ratable account of each Revolving Lender which executes and delivers its signature page hereto as and when required by the Administrative Agent, an amendment fee equal to 0.225% of such Revolving Lender’s Revolving Loan Commitment on the date hereof and (b) 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.

3. 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, partnership or limited liability company proceedings (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.

(d) Each representation and warranty by the Borrowers in Article VI of the Credit Agreement, as amended hereby, is true and correct as of the date hereof 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).

(e) Upon the effectiveness of this Amendment, no Default or Unmatured Default exists under the terms of the Credit Agreement.

4.	Reference to and Effect on the Credit Agreement.

(a) Upon the effectiveness of Section 1 hereof, on and after the date 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.

(b) Except as specifically amended above, the Credit Agreement, as amended hereby, 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 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 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.

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

6. 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.

7. 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.

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IN WITNESS WHEREOF, this Amendment has been duly executed and delivered on the date first above written.

ARVINMERITOR, INC., as a Borrower


By: /s/ Mary A. Lehmann
Name: Mary A. Lehmann
Title: Senior Vice President, Strategic Initiatives, and Treasurer


ARVINMERITOR FINANCE IRELAND, as a Borrower


By: /s/ Scott Stevens
Name: Scott Stevens
Title: Director

Signature Page to
Amendment No. 2 to Credit Agreement

JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION, as Administrative Agent and as a Lender


By: /s/ Robert P. Kellas
Name: Robert P. Kellas
Title: Executive Director

Signature Page to
Amendment No. 2 to Credit Agreement

CITICORP NORTH AMERICA, INC.,
as a Lender


By: /s/ Edward D. Herko
Name: Edward D. Herko
Title: Vice President

Signature Page to
Amendment No. 2 to Credit Agreement

UBS LOAN FINANCE LLC, as a Lender


By: /s/ Irja R. Otsa
Name: Irja R. Otsa
Title: Associate Director, Banking Products Services, US

By: /s/ Richard L. Tavrow
Name: Richard L. Tavrow
Title: Director, Banking Products Services, US

Signature Page to
Amendment No. 2 to Credit Agreement

ABN AMRO BANK N.V., as a Lender

By: /s/ David Carrington

Name: David Carrington

Title: Director

By: /s/ Marc Brondyke

Name: Marc Brondyke

Title: Associate

Signature Page to
Amendment No. 2 to Credit Agreement

BNP PARIBAS, as a Lender

By: /s/ Andrew Strait

Name: Andrew Strait

Title: Managing Director

By: /s/ Nader Tannous

Name: Nader Tannous

Title: Director

Signature Page to
Amendment No. 2 to Credit Agreement

LEHMAN COMMERCIAL PAPER INC.,
as a Lender


By: /s/ Randall Braunfeld
Name: Randall Braunfeld
Title: Authorized Signatory

Signature Page to
Amendment No. 2 to Credit Agreement

NATIONAL CITY BANK, as a Lender


By: /s/ Kenneth M. Blackwell
Name: Kenneth M. Blackwell
Title: Vice President

Signature Page to
Amendment No. 2 to Credit Agreement

BANK OF AMERICA, N.A., as a Lender


By: /s/ Chas McDonell
Name: Chas McDonell
Title: Senior Vice President

Signature Page to
Amendment No. 2 to Credit Agreement

SUNTRUST BANK, as a Lender


By: /s/ Michael Lapresi
Name: Michael Lapresi
Title: Managing Director

Signature Page to
Amendment No. 2 to Credit Agreement

BANK OF TOKYO-MITSUBISHI UFJ
TRUST COMPANY, as a Lender


By: /s/ Lillian Kim
Name: Lillian Kim
Title: Vice President

Signature Page to
Amendment No. 2 to Credit Agreement

COMERICA BANK, as a Lender


By: /s/ Thomas VanderMeulen
Name: Thomas VanderMeulen
Title: Account Officer

Signature Page to
Amendment No. 2 to Credit Agreement

THE BANK OF NEW YORK, as a Lender


By: /s/ Mark F. Johnston
Name: Mark F. Johnston
Title: Vice President

Signature Page to
Amendment No. 2 to Credit Agreement

BAYERISCHE LANDESBANK,
as a Lender


By: /s/ Michael Hintz
Name: Michael Hintz
Title: Vice President


By: /s/ Nikolai von Mengden
Name: Nikolai von Mengden
Title: Senior Vice President

Signature Page to
Amendment No. 2 to Credit Agreement

THE BANK OF NOVA SCOTIA,
as a Lender


By: /s/ J. F. Todd
Name: J. F. Todd
Title: Managing Director

Signature Page to
Amendment No. 2 to Credit Agreement

FIFTH THIRD BANK, as a Lender


By: /s/ Brian Jelinski
Name: Brian Jelinski
Title: Portfolio Manager

Signature Page to
Amendment No. 2 to Credit Agreement

THE ROYAL BANK OF SCOTLAND PLC,
as a Lender


By: /s/ James P. Welch
Name: James P. Welch
Title: Senior Vice President

Signature Page to
Amendment No. 2 to Credit Agreement

BANK AUSTRIA CREDITANSTALT AG,
as a Lender


By: /s/ A. Anzenhofer
Name: A. Anzenhofer
Title: Deputy Managing Director

By: /s/ G. Pölzl
Name: G. Pölzl
Title: Senior Relationship Manager

Signature Page to
Amendment No. 2 to Credit Agreement

LANDESBANK BADEN-WUERTTEMBERG, NEW YORK AND/OR CAYMAN ISLAND BRANCH, as a Lender


By: /s/ Donald Wolf
Name: Donald Wolf
Title: Vice President

By: /s/ Rainer Bucher
Name: Rainer Bucher
Title: Senior Credit Analyst

Signature Page to
Amendment No. 2 to Credit Agreement

FOOTHILL GROUP, INC., as a Lender


By: /s/ Scott P. Quigley
Name: Scott P. Quigley
Title: Vice President

Signature Page to
Amendment No. 2 to Credit Agreement

GENERAL ELECTRIC CAPITAL CORP., as a Lender


By: /s/ Rebecca L. Milligan
Name: Rebecca L. Milligan
Title: Duly Authorized Signatory

ATTACHMENT A

Reaffirmation

dated as of October 2, 2007

Each of the undersigned hereby acknowledges receipt of a copy of the foregoing Amendment No. 2 to that certain Credit Agreement, dated as of June 23, 2006 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among ArvinMeritor, Inc., an Indiana corporation (the “Company”), ArvinMeritor Finance Ireland, the financial institutions from time to time parties thereto (the “Lenders”) and JPMorgan Chase Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”), which Amendment No. 2 is dated as of October 2, 2007 (the “Amendment”). 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 reaffirms the terms and conditions of that certain Subsidiary Guaranty, dated as of June 23, 2006 (as amended, restated, supplemented or otherwise modified from time to time, including to add additional Subsidiary Guarantors, the “Subsidiary Guaranty”), by and among each of the undersigned in favor of the Administrative Agent, for the ratable benefit of the Holders of Secured Obligations, and acknowledges and agrees that the Subsidiary Guaranty and each other Loan Document executed by the undersigned in connection with the Credit Agreement remains in full force and effect and is hereby reaffirmed, ratified and confirmed. Without limiting the foregoing, each of the undersigned hereby 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. 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, modified or restated.

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A-1

IN WITNESS WHEREOF, this Reaffirmation has been duly executed and delivered on the date first above written.


ARVINYL WEST, INC
ARVIN INTERNATIONAL HOLDINGS, LLC
ARVINMERITOR ASSEMBLY, LLC
ARVINMERITOR BRAKE HOLDINGS, INC.
ARVINMERITOR HOLDINGS MEXICO, LLC (successor to ArvinMeritor Holdings Mexico, Inc.) ARVINMERITOR INVESTMENTS, LLC (successor to each of Meritor I Acquisition Corporation and Meritor Finance Cayman Islands, Ltd.)
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 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., a Nevada corporation
ARVIN INDUSTRIES FOREIGN SALES CORPORATION
ARVINMERITOR HOLDINGS, LLC
AVM, INC.


By: /s/ Mary A. Lehmann
Name: Mary A. Lehmann
Title: Vice President and Treasurer

Signature Page to

Reaffirmation

(Amendment No. 2 to Credit Agreement)

ARVINMERITOR B.V.


By: /s/ H. C. Nuijt
Name: H. C. Nuijt
Title: Director


MERITOR HOLDINGS NETHERLANDS B.V.


By: /s/ H. C. Nuijt
Name: H. C. Nuijt
Title: Director


ARVINMERITOR LIMITED


By: /s/ Daniel Hopgood
Name: Daniel Hopgood
Title: Director


ARVIN EUROPEAN HOLDINGS (UK) LIMITED


By: /s/ Daniel Hopgood
Name: Daniel Hopgood
Title: Director


ARVINMERITOR SWEDEN AB


By: /s/ Dan Johansson
Name: Dan Johansson
Title: Board of Directors


MERITOR LUXEMBOURG S.A.R.L.

By: /s/ John A. Crable
Name: John A. Crable
Title: Sole Manager

Signature Page to

Reaffirmation

(Amendment No. 2 to Credit Agreement)

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



EXECUTED AS A DEED by ARVIN CAYMAN ISLANDS, LTD.			)		/s/ Mary A. Lehmann
			)	Duly Authorised Signatory
			)
			)	Name:		Mary A. Lehmann
			)
			)	Title:		Vice President and Treasurer
			)



in the presence of:


	/s/ Bonnie Wilkinson
Signature of Witness

Name:		Bonnie Wilkinson

Address:		2135 West Maple Road
		Troy, MI 48084
Occupation:		Attorney

(Note: These details are to be completed in the witness’s own hand writing.)

Signature Page to

Reaffirmation

(Amendment No. 2 to Credit Agreement)

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



EXECUTED AS A DEED by MERITOR CAYMAN ISLANDS, LTD.		)		/s/ Mary A. Lehmann
		)	Duly Authorised Signatory
		)
		)	Name:		Mary A. Lehmann
		)
		)	Title:		Treasurer
		)



in the presence of:



Signature of Witness

Name:	Bonnie Wilkinson

Address:	2135 West Maple Road
	Troy, MI 48084
Occupation:	Attorney

(Note: These details are to be completed in the witness’s own hand writing.)

Signature Page to

Reaffirmation

(Amendment No. 2 to Credit Agreement)