UNLIMITED PLEDGE AGREEMENTUnlimited Pledge Agreement • June 3rd, 2009 • Borgwarner Inc • Motor vehicle parts & accessories • New York
THIS UNLIMITED PLEDGE AGREEMENT (this “Pledge Agreement”) is made and entered into as of June 1, 2009, by and among BORGWARNER INC., a Delaware corporation (the “Borrower” and a “Pledgor”), each of the undersigned Subsidiaries and each other person who shall become a party hereto by execution of a Pledge Joinder Agreement (each a “Guarantor” and a “Pledgor” and, collectively with the Borrower, the “Pledgors”) and BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for each of the lenders (the “Lenders”) now or hereafter party to the Credit Agreement (as defined below) and the other Secured Parties. All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement.
SECURITY AGREEMENTSecurity Agreement • June 3rd, 2009 • Borgwarner Inc • Motor vehicle parts & accessories • New York
THIS SECURITY AGREEMENT (this “Security Agreement”) is made and entered into as of June 1, 2009 by and among BORGWARNER INC., a Delaware corporation (the “Borrower” and a “Grantor”), each of the undersigned Subsidiaries and each other person who shall become a party hereto by execution of a Security Joinder Agreement (each a “Guarantor” and a “Grantor”, and collectively with the Borrower, the “Grantors”), and BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for each of the lenders (the “Lenders”) now or hereafter party to the Credit Agreement (as defined below) and the other Secured Parties. All capitalized terms used but not otherwise defined herein or pursuant to Section 1 hereof shall have the respective meanings assigned thereto in the Credit Agreement.
