exv10w1



 







SECOND AMENDMENT

Dated as of April 28, 2006

To

SECOND AMENDED AND RESTATED RECEIVABLES LOAN AGREEMENT




     This Second Amendment (the “Amendment”), dated as of April 28, 2006, is entered into among BWA
Receivables Corporation (the “Borrower”), BorgWarner Inc. (“BWI” and in its capacity as Collection
Agent, the “Collection Agent”) Windmill Funding Corporation, a Delaware corporation (“Windmill”),
the Bank listed on the signature page hereof (the “Bank”) and ABN AMRO Bank N.V., as agent for
Windmill, and the Banks (the “Agent”).



     Reference is hereby made to that certain Second Amended and Restated Receivables Loan
Agreement, dated as of December 6, 2004 (as amended, supplemented or otherwise modified through the
date hereof, the “Loan Agreement”), among the Borrower, the Collection Agent, Windmill, the Bank
and the Agent. Terms used herein and not otherwise defined herein which are defined in each
Amended Agreement or the other Transaction Documents (as defined in the Loan Agreement) shall have
the same meaning herein as defined therein.



     For good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto hereby agree as follows:



     Section 1. Upon execution by the parties hereto in the space provided for that purpose below,
the Loan Agreement shall be, and it hereby is amended as follows:



     (a) The date “April 28, 2006” appearing in clause (iv) of the defined term “Bank Termination
Date” appearing in Article I to the Loan Agreement is deleted and replaced with the date “April 27,
2007.”



     (b) The date “April 28, 2006” appearing in clause (i) of the defined term “Loan Amortization
Date” appearing in Article I of the Loan Agreement is deleted and replaced with the date “April 27,
2007.”



     Section 2. This Amendment shall become effective as of the date first stated above once the
Agent has received executed counterparts hereof from each of the parties hereto.



     Section 3. The Loan Agreement, as amended and supplemented hereby or as contemplated herein,
and all rights and powers created thereby and thereunder or under the other Transaction Documents
(as defined in the Loan













 







Agreement) and all other documents executed in connection therewith, are in all respects ratified
and confirmed. From and after the date hereof, the Loan Agreement shall be amended and
supplemented as herein provided, and, except as so amended and supplemented, the Loan Agreement,
each of the other Transaction Documents and all other documents executed in connection therewith
shall remain in full force and effect.



     Section 4. This Amendment may be executed in two or more counterparts, each of which shall
constitute an original but both or all of which, when taken together, shall constitute but one
instrument.



     Section 5. This Amendment shall be governed and construed in accordance with the laws of the
State of Illinois.


IN WITNESS WHEREOF, the parties have caused this Amendment to be executed and delivered by their
duly authorized officers as of the date first above written.




	 	 	 	 	 
	 	ABN AMRO Bank N.V., as the Agent and as a Bank

 	 
	 	By:  	 	 
	 	Title:  	Kristina Neville, Vice President 	 
	 
	 	BWA RECEIVABLES CORPORATION

 	 
	 	By:  	 	 
	 	Title:  	 	 
	 
	 	BORGWARNER INC.

 	 
	 	By:  	 	 
	 	Title: