BUYER GUARANTEE AND SG&A COMMITMENTGuarantee and Sg&a Commitment • October 30th, 2019 • Borgwarner Inc • Motor vehicle parts & accessories • Delaware
This Guarantee and SG&A Commitment, dated as of October 30, 2019 (as amended, supplemented or otherwise modified from time to time, the “Guarantee”), is made and entered into by Enstar Holdings (US) LLC, a Delaware limited liability company (“Buyer”) in favor of BorgWarner Morse TEC LLC, a Delaware limited liability company (“Morse TEC”) and BorgWarner Inc., a Delaware corporation (“BorgWarner”). Buyer and Morse TEC are each referred to as a “Party” or collectively as the “Parties.” Capitalized terms used but not defined in this Guarantee shall have the meanings given thereto in the Membership Interest Purchase Agreement (the “Purchase Agreement”), dated as of the date hereof, by and among, Buyer, Morse TEC and BorgWarner Inc., a Delaware corporation (“BorgWarner”).
