Domination and Profit Transfer AgreementDomination and Profit Transfer Agreement • July 31st, 2008 • Borgwarner Inc • Motor vehicle parts & accessories
BorgWarner Germany is a company that belongs to the BorgWarner Group of which the parent company is BorgWarner Inc., Auburn Hills, USA, that is listed on the stock exchange in the USA. BorgWarner Inc. has as the parent company of the BorgWarner Group, without entering into this Agreement as a contracting party, issued a comfort letter to BERU. In this comfort letter attached as an Annex to this Agreement for information purposes, BorgWarner Inc. has irrevocably and without any restrictions undertaken to ensure that BorgWarner Germany will be managed and financially supported in such manner that BorgWarner Germany will at all times be in a position to completely and timely perform all of its obligations under this Agreement with BERU. This applies in particular to the obligation pursuant to § 302 AktG to compensate any losses. BERU shall have an own legal claim resulting from this declaration for payment to BorgWarner Germany. Vis-à-vis the outside shareholders of BERU, BorgWarner Inc.
