FOURTH AMENDMENT Dated as of April 25, 2008 To SECOND AMENDED AND RESTATED RECEIVABLES LOAN AGREEMENT
FOURTH
AMENDMENT
Dated
as of April 25, 2008
To
SECOND
AMENDED AND RESTATED RECEIVABLES LOAN AGREEMENT
This Fourth Amendment (the “Amendment”), dated
as of April 25, 2008, is entered into among BWA Receivables Corporation (the
“Borrower”), BorgWarner Inc. (“BWI” and in its capacity as Collection Agent, the
“Collection Agent”), Windmill Funding Corporation, a Delaware corporation
(“Windmill”), the Bank listed on the signature page hereof (the “Bank”) and ABN
AMRO Bank N.V., as agent for Windmill, and the Bank (the “Agent”).
Reference is hereby made to that certain Second
Amended and Restated Receivables Loan Agreement, dated as of December 6, 2004
(as amended, supplemented or otherwise modified through the date hereof, the
“Loan Agreement”), among the Borrower, the Collection Agent, Windmill, the Bank
and the Agent. Terms used herein and not otherwise defined herein
which are defined in each Amended Agreement or the other Transaction Documents
(as defined in the Loan Agreement) shall have the same meaning herein as defined
therein.
For good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties hereto hereby
agree as follows:
Section 1. Upon execution by the
parties hereto in the space provided for that purpose below, the Loan Agreement
shall be, and it hereby is, amended as follows:
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(a)
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The date
“April 25, 2008” appearing in clause (iv) of the defined term “Bank
Termination Date” appearing in Article I to the Loan Agreement is deleted
and replaced with the date “April 24,
2009:.
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(b)
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The date
“April 25, 2008” appearing in clause (i) of the defined term “Loan
Amortization Date” appearing in Article I of the Loan Agreement is deleted
and replaced with the date “April 24,
2009”.
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Section
2. This Amendment shall become effective as of the date first stated
above once the Agent has received executed counterparts hereof from each of the
parties hereto.
Section 3. The Loan Agreement, as
amended and supplemented hereby or as contemplated herein, and all rights and
powers created thereby and thereunder or under the other Transaction Documents
(as defined in the Loan Agreement) and all other documents executed in
connection therewith, are in all respects ratified and
confirmed. From and after the date hereof, the Loan Agreement shall
be amended and supplemented as herein provided, and, except as so amended and
supplemented, the Loan Agreement, each of the other Transaction Documents and
all other documents executed in connection therewith shall remain in full force
and effect.
Section 4. This Amendment may be
executed in two or more counterparts, each of which shall constitute an original
but both or all of which, when taken together, shall constitute but one
instrument.
Section 5. This Amendment shall be
governed and construed in accordance with the internal laws of the State of
Illinois.
IN
WITNESS WHEREOF, the parties have caused this Amendment to be executed and
delivered by their duly authorized officers as of the date first above
written.
ABN AMRO BANK N.V.,
as the Agent and as a Bank
By: /s/ ABN AMRO
BANK N.V.
Title:
WINDMILL FUNDING
CORPORATION
By: /s/ WINDMILL
FUNDING CORPORATION
Title:
BWA RECEIVABLES
CORPORATION
By: /s/ BWA
RECEIVABLES CORPORATION
Title:
By: /s/ BORGWARNER
INC.
Title:
