EX-10.8






Exhibit 10.8




Fourth Amendment

Dated as of April 25, 2008

to

Second Amended and Restated Receivables Loan Agreement




     This Fourth Amendment (the “Amendment”), dated as of April 25, 2008, 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 Bank (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 25, 2008” 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 24, 2009”.




     (b) The date “April 25, 2008” 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 24, 2009”.



     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 internal laws
of the State of Illinois.



[Signature Pages to Follow]




 









 








     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:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	Windmill Funding Corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	BWA Receivables Corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	BorgWarner Inc.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Title: