RECEIVABLES PURCHASE AGREEMENT Dated as of December 21, 2009 among BWA RECEIVABLES CORPORATION, as Seller, BORGWARNER INC., as the Collection Agent, THE PURCHASERS FROM TIME TO TIME PARTY HERETO and WACHOVIA BANK, NATIONAL ASSOCIATION, as...Receivables Purchase Agreement • December 28th, 2009 • Borgwarner Inc • Motor vehicle parts & accessories • New York
On the terms and subject to the conditions set forth herein, each Purchaser severally agrees to purchase its Percentage of each Receivable Interest from Seller from time to time.
Receivables Sale Agreement dated as of December 21, 2009 Among BorgWarner Emissions Systems Inc. BorgWarner Morse Tec Inc. BorgWarner Powdered Metals Inc. BorgWarner Thermal Systems Inc. BorgWarner TorqTransfer Systems Inc. BorgWarner Transmission...Receivables Sale Agreement • December 28th, 2009 • Borgwarner Inc • Motor vehicle parts & accessories • New York
Receivables Sale Agreement (this “Agreement”), dated as of December 21, 2009, by and among BorgWarner Emissions Systems Inc., a Delaware corporation (“BES”), BorgWarner Morse TEC Inc., a Delaware corporation (“TEC”), BorgWarner Powdered Metals Inc., a Delaware corporation (“BPM”), BorgWarner Thermal Systems Inc., a Delaware corporation (“Thermal”), BorgWarner TorqTransfer Systems Inc., a Delaware corporation (“Torq”), BorgWarner Transmission Systems Inc., a Delaware corporation (“BTS”), BorgWarner Turbo Systems Inc., a Delaware corporation (“Turbo” and collectively with BES, TEC, BPM, Thermal, Torq and BTS, the “Originators”) and BWA Receivables Corporation, a Delaware corporation (the “Buyer”).
December 21, 2009 BorgWarner Inc. 3850 Hamlin Road Auburn Hills, Michigan 48326 Attention: General Counsel Attention: John J. Gasparovic, General Counsel and Secretary Ladies and Gentlemen:Borgwarner Inc • December 28th, 2009 • Motor vehicle parts & accessories
Reference is hereby made to that certain Credit Agreement dated as of July 22, 2004 (as amended by (a) that certain Amendment No. 1 and Consent Agreement dated as of April 30, 2009, (b) that certain Amendment No. 2 dated as of August 11, 2009, and (c) that certain Amendment No. 3 and Consent dated as of October 23, 2009 and as further amended, restated, supplemented or otherwise modified, the “Credit Agreement”), among BorgWarner Inc., a Delaware corporation (the “Borrower”), the several banks and other financial institutions from time to time parties hereto (the “Lenders”), and Bank of America, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), Issuing Bank and Swingline Lender. Except as otherwise specified in this agreement (this “Letter Agreement”), all capitalized undefined terms used herein shall have the meanings assigned thereto in the Credit Agreement.
