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Meritor Announces Execution Of Fifth Supplemental Indenture To The Indenture Governing Its 8-1/8% Notes Due 2015

TROY, Mich., May 24, 2013 /PRNewswire-FirstCall/ -- Meritor, Inc. (NYSE: MTOR), announced today that it and the trustee under the indenture governing its 8-1/8% Notes due 2015 (the "Notes") have executed a supplemental indenture to effect proposed amendments to the indenture governing the Notes.  Meritor had previously announced that holders of a majority of the outstanding principal amount of the Notes had tendered their Notes and delivered their consents to the proposed amendments pursuant to its previously announced cash tender offer and consent solicitation (the "Offer and Consent Solicitation"). 

The proposed amendments are described in the Offer to Purchase and Consent Solicitation Statement dated May 7, 2013 (the "Offer to Purchase"), and a related Consent and Letter of Transmittal (the "Letter of Transmittal").  The amendments set forth in the supplemental indenture will not become operative until Meritor has accepted for purchase a majority in aggregate principal amount of such Notes pursuant to the terms of the Offer and Consent Solicitation.  A holder's right to withdraw tendered Notes and revoke delivered consents expired at 5:00 p.m., New York City time, on May 17, 2013.

The Offer and Consent Solicitation will expire at 12:01 a.m., New York City time, on June 5, 2013, unless extended or earlier terminated, and remains subject to the satisfaction or waiver of certain conditions described in the Offer to Purchase, including, among others, Meritor receiving proceeds from a debt financing transaction sufficient to purchase and pay accrued interest on all Notes validly tendered and accepted for purchase by Meritor and to pay all fees and expenses in connection with the Offer and Consent Solicitation and debt financing transaction.

Citigroup Global Markets Inc. is acting as the dealer manager and solicitation agent for the Offer and Consent Solicitation.  Global Bondholder Services Corporation is acting as both the depositary and the information agent.  Persons with questions regarding the Offer and Consent Solicitation should contact Citigroup Global Markets Inc. at (toll-free) (800) 558-3745 or (collect) (212) 723-6106.  Requests for copies of the Offer to Purchase, Letter of Transmittal and other related materials should be directed to Global Bondholder Services Corporation at (toll-free) (866) 937-2200 or (collect) (212) 430-3774.

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