SEPARATION AND DISTRIBUTION AGREEMENT by and between BORGWARNER INC. and PHINIA INC. Dated as of July 2, 2023Separation and Distribution Agreement • July 7th, 2023 • Phinia Inc. • Motor vehicle parts & accessories • Delaware
SEPARATION AND DISTRIBUTION AGREEMENT, dated as of July 2, 2023, by and between BorgWarner Inc., a Delaware corporation (“Parent”), and PHINIA Inc., a Delaware corporation (“SpinCo”). Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to them in Article I.
TAX MATTERS AGREEMENT by and between BORGWARNER INC. and PHINIA INC. Dated as of July 2, 2023Tax Matters Agreement • July 7th, 2023 • Phinia Inc. • Motor vehicle parts & accessories • Delaware
This TAX MATTERS AGREEMENT (including the schedules hereto, this “Agreement”), is entered into as of July 2, 2023 between BorgWarner Inc., a Delaware corporation (“Parent”), and PHINIA Inc., a Delaware corporation (“SpinCo” and, together with Parent, the “Parties”).
ECU SUPPLY AGREEMENT dated as of July 2, 2023 by and between BorgWarner Singapore Holdings Pte. Ltd. and BorgWarner India Private LimitedSupply Agreement • July 7th, 2023 • Phinia Inc. • Motor vehicle parts & accessories • Delaware
CONTRACT MANUFACTURING AGREEMENT dated as of July 2, 2023 by and between BorgWarner (Shanghai) Automobile Fuel Systems Co., Ltd. and BorgWarner Poland sp. z o.oContract Manufacturing Agreement • July 7th, 2023 • Phinia Inc. • Motor vehicle parts & accessories
EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • July 7th, 2023 • Phinia Inc. • Motor vehicle parts & accessories
THIS EMPLOYEE MATTERS AGREEMENT (“Employee Matters Agreement”) is executed effective as of July 2, 2023, by and between BorgWarner Inc., a Delaware corporation (“Parent”), and PHINIA Inc., a Delaware corporation (“SpinCo”) (collectively, the “Parties”).
TRANSITION SERVICES AGREEMENT dated as of July 2, 2023 by and between BorgWarner Inc. and PHINIA Inc. TRANSITION SERVICES AGREEMENTTransition Services Agreement • July 7th, 2023 • Phinia Inc. • Motor vehicle parts & accessories • Delaware
This Transition Services Agreement (the “Agreement”) is made as of July 2, 2023 (the “Effective Date”) by and between BorgWarner Inc., a Delaware corporation (“Parent”), and PHINIA Inc., a Delaware corporation (“SpinCo”) (each a “Party” to this Agreement, and together the “Parties”).
ELECTRONICS COLLABORATION AGREEMENT dated as of July 2, 2023 by and between BorgWarner PDS (USA) Inc. and PHINIA Technologies Inc.Electronics Collaboration Agreement • July 7th, 2023 • Phinia Inc. • Motor vehicle parts & accessories • Delaware
INTELLECTUAL PROPERTY CROSS-LICENSE AGREEMENT by and among BORGWARNER INC. and DELPHI TECHNOLOGIES IP LIMITED and PHINIA TECHNOLOGIES, INC. and BORGWARNER LUXEMBOURG OPERATIONS S.A.R.L. Dated as of June 30, 2023Cross-License Agreement • July 7th, 2023 • Phinia Inc. • Motor vehicle parts & accessories
This INTELLECTUAL PROPERTY CROSS-LICENSE AGREEMENT (this “IP License Agreement”) dated as of June 30, 2023 (“Effective Date”), is by and among BORGWARNER INC., a Delaware corporation (“Parent”), and DELPHI TECHNOLOGIES IP LIMITED, a Barbados limited company, on the one hand, and PHINIA TECHNOLOGIES, INC., a Delaware corporation, and BORGWARNER LUXEMBOURG OPERATIONS S.À.R.L., a Luxembourg société à responsabilité limitée, on the other hand (collectively, the “Parties,” or each, individually, a “Party”).
CREDIT AGREEMENT dated as of July 3, 2023 among PHINIA INC. as Borrower The Other Loan Parties Party Hereto The Lenders Party Hereto BANK OF AMERICA, N.A. as Administrative Agent, a Swingline Lender and an L/C Issuer JPMORGAN CHASE BANK, N.A. as...Credit Agreement • July 7th, 2023 • Phinia Inc. • Motor vehicle parts & accessories • New York
