Second Amendment
                           Dated as of December 22, 1999
                                         to
                  Amended and Restated Receivables Loan Agreement
                Amended and Restated Receivables Purchase Agreement
                    Amended and Restated Subordination Agreement
                       Amended and Restated Limited Guaranty
                         each Dated as of December 23, 1998
                                        and
            Third Amendment to Amended and Restated Indemnity Agreement
                           Dated as of December 22, 1999

     This Amendment (the "Amendment"), dated as of December 22, 1999, is entered
into among BWA Receivables Corporation (the "Borrower"), Borg-Warner Automotive,
Inc. ("BWAI" and in its capacity as Collection Agent, the "Collection Agent"),
Borg-Warner Automotive Diversified Transmission Products Corporation ("DTP"),
Borg-Warner Automotive Air/Fluid Systems Corporation ("AFS"), Borg-Warner
Automotive Morse TEC Corporation ("TEC"), Borg-Warner Automotive Automatic
Transmission Systems Corporation ("ATS"), Borg-Warner Automotive Powertrain
Systems Corporation ("PTS"), Borg-Warner Automotive Turbo Systems Corporation
("Turbo"), Borg-Warner Automotive Fuel Systems Corporation ("Fuel"), and Borg-
Warner Automotive Cooling Systems Corporation ("CSC"); (CSC at times being
hereinafter referred to as the "New Originator"), Windmill Funding Corporation,
a Delaware corporation ("Windmill"), ABN AMRO Bank N.V., as Windmill's program
letter of credit provider (the "Program LOC Provider"), the Bank listed on the
signature page hereof (the "Bank") and ABN AMRO Bank N.V., as agent for
Windmill, the Program LOC Provider and the Banks (the "Agent").

     Reference is hereby made to (i) that certain Amended and Restated
Receivables Loan Agreement, dated as of December 23, 1998 (as amended,
supplemented or otherwise modified through the date hereof, the "Loan
Agreement"), among the Borrower, the Collection Agent, Windmill, the Program LOC
Provider, the Bank and the Agent, (ii) that certain Amended and Restated
Receivables Purchase Agreement, dated as of December 23, 1998 (as amended,
supplemented or otherwise modified through the date hereof, the "Purchase
Agreement"), among DTP, AFS, TEC, ATS, PTS, Turbo, Fuel and the Borrower,
(iii) that certain Amended and Restated Indemnity Agreement, dated as of
December 23, 1998 (as amended, supplemented or otherwise modified through the
date hereof, the "Indemnity Agreement"), among DTP, AFS, TEC, ATS, PTS, Turbo,
Fuel and the Agent, (iv) that certain Amended and Restated Limited Guaranty,
dated as of December 23, 1998 (as amended, supplemented or otherwise modified
through the date hereof, the "Guaranty"), by BWAI, DTP, AFS, TEC, ATS, PTS,
Turbo and Fuel in favor of the Borrower and (v) that certain Amended and
Restated Subordination Agreement, dated as of December 23, 1998 (as amended,
supplemented or otherwise modified through the date hereof, the "Subordination
Agreement"), among DTP, AFS, TEC, ATS, PTS, Turbo, Fuel, the Borrower and Agent
(each of the Loan Agreement, Purchase Agreement, Indemnity Agreement, Guaranty
and Subordination Agreement being referred to herein individually as an "Amended
Agreement" and collectively as the "Amended Agreements").  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.     Amendments to Loan Agreement.  Subject to the following
terms and conditions, including without limitation the conditions precedent set
forth in Section 6, 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 defined term "Approved Obligor" appearing in Section 1.1 of the Loan
Agreement is amended in its entirety to be and to read as follows:
"Approved Obligor" shall mean each of Ford Motor Company, General Motors
Corporation, Daimler Chrysler Corporation, New Venture Gear, Caterpillar
Corporation and the wholly-owned Subsidiaries of each of the foregoing.

(b)  The defined term "Approved Obligor Limit" appearing in Section 1.1 of the
Loan Agreement is amended in its entirety to be and to read as follows:
"Approved Obligor Limit" shall mean, (a) with respect to Ford Motor Company,
$72,000,000, (b) with respect to General Motors Corporation, $40,000,000,

(c) with respect to Daimler Chrysler Corporation, $42,000,000, (d) with respect
to New Venture Gear, $10,000,000 and (e) with respect to Caterpillar
Corporation, $7,000,000; provided, however, that the Agent may designate a
lesser amount as the Approved Obligor Limit for any Approved Obligor, upon the
request of any Bank or the Program LOC Provider following the occurrence of a
Downgrading Event with respect to such Approved Obligor or any Subsidiary of
such Approved Obligor.

(c)  The date "December 22, 1999" appearing in clause (iv) of the defined term
"Bank Termination Date" appearing in Section 1.1 of the Loan Agreement is
deleted and replaced with the date "December 20, 2000".
(d)  The defined term "Federal Funds Effective Rate" appearing in Section 1.1 to
the Loan Agreement is hereby deleted and replaced with the following:
"Federal Funds Effective Rate" means for any day the greater of (i) the highest
rate per annum as determined by ABN AMRO at which overnight Federal funds are
offered to ABN AMRO for such day by major banks in the interbank market, and
(ii) if ABN AMRO is borrowing overnight funds from a Federal Reserve Bank that
day, the highest rate per annum at which such overnight borrowings are made on
that day.  Each determination of the Federal Funds Effective Rate by ABN AMRO
shall be conclusive and binding on the Borrower except in the case of manifest
error.

(e)  The defined term "Originator" appearing in Section 1.1 of the Loan
Agreement is amended in its entirety to be and to read as follows:
"Originator" shall mean each of the following Delaware corporations:  Borg-
Warner Automotive Diversified Transmission Products Corporation; Borg-Warner
Automotive Air/Fluid Systems Corporation; Borg-Warner Automotive Morse TEC
Corporation; Borg-Warner Automotive Automatic Transmission Systems Corporation;
Borg-Warner Automotive Powertrain Systems Corporation; Borg-Warner Automotive
Turbo Systems Corporation; Borg-Warner Automotive Fuel Systems Corporation and
Borg-Warner Automotive Cooling Systems Corporation.

(f)   The date "December 22, 1999" appearing in clause (c) of the defined term
"Program LOC Provider Termination Date" appearing in Section 1.1 of the Loan
Agreement is deleted and replaced with the date "December 20, 2000".

(g)  The defined term "Windmill Termination Date" appearing in Section 1.1 to
the Loan Agreement is hereby deleted and replaced with the following:
"Windmill Termination Date" means the earliest of (a) the Business Day
designated by Windmill at any time to the Borrower and (b) the Bank Termination
Date.

(h)  The following definitions shall be added to Section 1.1 to the Loan
Agreement, as alphabetically appropriate: "Allocated Commercial Paper" means
commercial paper notes issued by Windmill for a tenor and in an amount
specifically requested by any Person in connection with a Receivable Purchase
Facility.

"Break Funding Costs" means for any Pool Funded Loan Interest amounts payable to
Windmill under the applicable Receivables Purchase Facility in connection with
any prepayment or amortization of amounts payable thereunder in excess of the
amount of the investment or loan prepaid or amortized and accrued and unpaid
interest or discount thereon.

"Discount Period" means, with respect to any Settlement Date or the Bank
Termination Date, the period from and including the preceding Settlement Date
(or if none, the date that the first Loan is made hereunder) to but not
including such Settlement Date or Bank Termination Date, as applicable.
"Funding Charges" means, for each day, the sum of (i) interest accrued on Pooled
Commercial Paper on such day, plus (ii) any and all accrued commissions in
respect of placement agents and commercial paper dealers in respect of such
Pooled Commercial Paper for such day, plus (iii) issuing and paying agents' fees
incurred on such Pooled Commercial Paper for such day, plus (iv) other costs
associated with funding small or odd-lot amounts with respect to all Receivable
Purchase Facilities which are funded by Pooled Commercial Paper for such day,
minus (v) any accrual of income net of expenses received on such day from
investment of collections received under all Receivable Purchase Facilities
funded with Pooled Commercial Paper, minus (vi) any payment received on such day
net of expenses in respect of Break Funding Costs related to the prepayment of
any Loan Interests held by Windmill pursuant to the terms of any Receivable
Purchase Facilities funded substantially with Pooled Commercial Paper.
"Pool Funded Loan Interest" means each investment or loan of Windmill under a
Receivables Loan Facility funded with Pooled Commercial Paper.
"Pooled Allocation" means, for each Pool Funded Loan Interest, an amount each
day equal to the product of (i) the Pooled Percentage Share of such Loan
Interest on such day multiplied by (ii) the aggregate amount of Funding Charges
for such day.

"Pooled Commercial Paper" means commercial paper notes of Windmill except (A)
Allocated Commercial Paper, and (B) Specially Pooled Paper.
"Pooled Percentage Share" means, for each Pool Funded Loan Interest, a fraction
(expressed as a percentage) the numerator of which is equal to the Investment
associated with such Pool Funded Loan Interest and the denominator of which is
equal to the aggregate amount of all outstanding investment (or comparable terms
used in any Receivable Purchase Facility) held by Windmill which is funded
substantially with Pooled Commercial Paper.
"Receivable Purchase Facility" means any receivables purchase agreement, loan
agreement or other similar contractual arrangement to which Windmill is a party
relating to the transfer, purchase or financing of receivables or other assets.
"Settlement Date" means the 25th day of each calendar month.
"Specially Pooled Paper" means the aggregate of all commercial paper notes of
Windmill issued in connection with Receivables Purchase Facilities designated
from time to time by the Agent (in its sole discretion).  Specially Pooled Paper
will not include Pooled Commercial Paper or Allocated Commercial Paper at any
time.
(i)  Section 2.3 of the Loan Agreement is hereby deleted and replaced with the
following:

     Section 2.3.   Selection of Interest Rates and Tranche Periods.  (a)(1) The
provisions of this subsection (a)(1) shall apply to each Loan Amount of Windmill
funded with commercial paper issued on or before the Agent makes the election
described in clause (a)(2) below:  Each Loan Amount shall be allocated to one or
more Tranches reflecting the Interest Rates at which such Loan Amount accrues
Interest and the Tranche Periods for which such Interest Rates apply.  Each Loan
Amount of Windmill shall accrue Interest at the CP Rate.  Each Tranche shall be
in the minimum amount of $1,000,000 and in multiples thereof.  All Interest
accrued on the Loan Amount of Windmill during a Tranche Period shall be payable
by the Borrower on the last day of such Tranche Period. (2) At the Agent's
option, the Agent may notify the Borrower that the provisions of this subsection
(a)(2) shall apply to each Loan Amount of Windmill funded with Pooled Commercial
Paper issued after the Agent delivers a notice to the Borrower that it elects to
have the provisions of this clause (a)(2) to be applicable to the Loan Amount of
Windmill:  The Borrower shall pay Funding Charges with respect to Windmill's
Loan Interest for each day that any Loan Amount in respect of such Loan Interest
is outstanding.  Each such Loan Interest will accrue Funding Charges each day
based on the Pooled Allocation.  On each Settlement Date the Borrower shall pay
to the Agent (for the benefit of Windmill) an aggregate amount equal to all
accrued and unpaid Funding Charges in respect of such Loan Interest for the
immediately preceding Interest Period; (3) Each Loan Amount of the Committed
Lenders shall be allocated to one or more Tranches reflecting the Interest Rates
at which such Loan Amount accrues Interest and the Tranche Periods for which
such Interest Rates apply.  In each request for a Loan from a Committed Lender
and three Business Days before the expiration of any Tranche Period applicable
to any Committed Lender's Loan Amount, the Borrower may request the Tranche
Period(s) to be applicable to such Loan Amount and the Interest Rate(s)
applicable thereto.  Each Loan Amount of the Committed Lenders may accrue
Interest at either the Eurodollar Rate or the Prime Rate, in all cases as
established for each Tranche Period applicable to such Loan Amount.  Each
Tranche shall be in the minimum amount of $1,000,000 and in multiples thereof
or, in the case of Interest accruing at the Prime Rate, in any amount that
otherwise has not been allocated to another Tranche Period.  Any Loan Amount of
the Committed Lenders not allocated to a Tranche Period shall be a Prime
Tranche.  During the pendency of a Termination Event, the Agent may reallocate
any outstanding Loans of the Committed Lenders to a Prime Tranche.  All Interest
accrued on the Loan Amount of the Committed Lenders during a Tranche Period
shall be payable by the Borrower on the last day of such Tranche Period or, for
a Eurodollar Tranche with a Tranche Period of more than three months, 90 days
after the commencement, and on the last day, of such Tranche Period.

     (b)  The Agent shall allocate the Investment of Windmill to Tranche Periods
in its sole discretion.  If, by the time required in Section 2.3(a), the
Borrower fails to select an Interest Rate or Tranche Period for any Loan Amount
of the Committed Lenders, such Loans shall automatically accrue Interest at the
Prime Rate for a three Business Day Tranche Period.  Any Loans purchased from
Windmill pursuant to Article III hereof shall accrue interest at the Prime Rate
and have an initial Tranche Period of three Business Days.

     (c)  If the Agent or any Committed Lender determines (i) that maintenance
of any Eurodollar Tranche would violate any applicable law or regulation, (ii)
that deposits of a type and maturity appropriate to match fund any of such
Lender's Eurodollar Tranches are not available or (iii) that the maintenance of
any Eurodollar Tranche will not adequately and fairly reflect the cost of such
Lender of funding Eurodollar Tranches, then the Agent, upon the direction of
such Lender, shall suspend the availability of, and terminate any outstanding,
Eurodollar Tranche so affected.  All Loans allocated to any such terminated
Eurodollar Tranche shall be reallocated to a Prime Rate Tranche.

     (j)  Exhibit C, Exhibit G, Exhibit H to the Loan Agreement are each amended
in their entirety to be and to read as set forth on Annex I hereto.

Section 2.     Amendments to Purchase Agreement.  Subject to the following terms
and conditions, including without limitation the conditions precedent set forth
in Section 6, upon execution by the parties hereto in the space provided for
that purpose below, the Purchase Agreement shall be, and it hereby is, amended
as follows:

     (a)  The cover page of the Purchase Agreement shall be deemed amended so as
to include CSC as one of the parties to the Purchase Agreement.

     (b)  The first paragraph of the Purchase Agreement is amended in its
entirety to be and to read as follows:
"Amended and Restated Receivables Purchase Agreement (this "Agreement"), dated
as of December 23, 1998, by and among Borg-Warner Automotive Diversified
Transmission Products Corporation ("DTP"), Borg-Warner Automotive Air/Fluid
Systems Corporation ("AFS"), Borg-Warner Automotive Morse TEC Corporation
("TEC"), Borg-Warner Automotive Automatic Transmission Systems Corporation
("ATS"), Borg-Warner Automotive Powertrain Systems Corporation ("PTS"), Borg-
Warner Automotive Turbo Systems Corporation ("Turbo"), Borg-Warner Automotive
Fuel Systems Corporation ("Fuel") and Borg-Warner Automotive Cooling Systems
Corporation ("CSC" and collectively with DTP, AFS, TEC, PTS, ATS, Turbo, and
Fuel, the "Sellers") and BWA Receivables Corporation (the "Purchaser")."

(c)  Exhibit D and Exhibit E to the Purchase Agreement are each amended in their
entirety to be and to read as set forth on Annex II hereto.

Section 3.     Amendment to Indemnity Agreement.  Subject to the following terms
and conditions, including without limitation the conditions precedent set forth
in Section 6, upon execution by the parties hereto in the space provided for
that purpose below, the Indemnity Agreement shall be and it hereby is amended by
amending in its entirety the first paragraph of the Indemnity Agreement to be
and to read as follows:

"Amended and Restated Indemnity Agreement (this "Indemnity Agreement"), dated as
of December 23, 1998, made by and among Borg-Warner Automotive, Inc., Borg-
Warner Automotive Diversified Transmission Products Corporation, Borg-Warner
Automotive Air/Fluid Systems Corporation, Borg-Warner Automotive Morse TEC
Corporation, Borg-Warner Automotive Automatic Transmission Systems Corporation,
Borg-Warner Automotive Powertrain Systems Corporation, Borg-Warner Automotive
Turbo Systems Corporation, Borg-Warner Automotive Fuel Systems Corporation and
Borg-Warner Automotive Cooling Systems Corporation (collectively, the
"Indemnifiers") and the Agent (as defined below) for the benefit of the
Beneficiaries (as defined below)."

Section 4.     Amendment to Guaranty.  Subject to the following terms and
conditions, including without limitation the conditions precedent set forth in
Section 6, upon execution of the parties hereto in the space provided for that
purpose below, the Guaranty shall be, and it hereby is, amended by amending in
its entirety the first paragraph of the Guaranty to be and to read as follows:
"Amended and Restated Limited Guaranty (this "Guaranty"), dated as of
December 23, 1998, made by Borg-Warner Automotive, Inc. ("BWAI"), Borg-Warner
Automotive Diversified Transmission Products Corporation ("DTP"), Borg-Warner
Automotive Air/Fluid Systems Corporation ("AFS"), Borg-Warner Automotive Morse
TEC Corporation ("TEC"), Borg-Warner Automotive Automatic Transmission Systems
Corporation ("ATS"), Borg-Warner Automotive Powertrain Systems Corporation
("PTS"), Borg-Warner Automotive Turbo Systems Corporation ("Turbo"), Borg-Warner
Automotive Fuel Systems Corporation ("Fuel") and Borg-Warner Automotive Cooling
Systems Corporation ("CSC" and collectively with DTP, AFS, TEC, ATS, Turbo, and
Fuel the "Originators" and collectively with BWAI, DTP, AFS, TEC, ATS, Turbo,
and Fuel the "Guarantors"), in favor of BWA Receivables Corporation (the
"Beneficiary")."

Section 5.     Amendment to Subordination Agreement.  Subject to the following
terms and conditions, including without limitation the conditions precedent set
forth in Section 6, upon execution by the parties hereto in the space provided
for that purpose below, the Subordination Agreement shall be, and it hereby is,
amended by amending in its entirety the first paragraph of the Subordination
Agreement to be and to read as follows:
"Amended and Restated Subordination Agreement (this "Subordination Agreement"),
dated as of December 23, 1998, by and among Borg-Warner Automotive, Inc.
("BWAC"), Borg-Warner Automotive Diversified Transmission Products Corporation
("DTP"), Borg-Warner Automotive Air/Fluid Systems Corporation ("AFS"), Borg-
Warner Automotive Morse TEC Corporation ("TEC"), Borg-Warner Automotive
Automatic Transmission Systems Corporation ("ATS"), Borg-Warner Automotive
Powertrain Systems Corporation ("PTS"), Borg-Warner Automotive Turbo Systems
Corporation ("Turbo"), Borg-Warner Automotive Fuel Systems Corporation ("Fuel")
and Borg-Warner Automotive Cooling Systems Corporation ("CSC" and collectively
with DTP, AFS, TEC, ATS, PTS, Turbo, and Fuel the "Subordinated Creditors"), BWA
Receivables Corporation (the "Borrower"), and ABN AMRO Bank N.V., as agent for
the Lenders (as defined below) (in such capacity, the "Agent"), for the benefit
of the Agent and the Lenders (the Agent and the Lenders being collectively
referred to herein as the "Senior Creditors"."

Section 6.     The effectiveness of this Amendment is subject to the
satisfaction of all of the following conditions precedent:

     (a)  Each of the parties hereto shall have accepted this Amendment in the
spaces provided for that purpose below.

     (b)  The Agent shall have received in form and substance satisfactory to
the Agent:

     (i)  The Revolving Subordinated Promissory Note executed by the Borrower in
favor of the New Originator;

     (ii) Originals of proper UCC-1 financing statements executed by the New
Originator;

     (iii)     Copies of the resolutions of the board of directors of the New
Originator, certified by its secretary or any assistant secretary, approving
each of the Transaction Documents to which it is (or is stated to be) a party.

     (iv) A Certificate of incorporation of the New Originator certified by the
Secretary of State of its state of incorporation.

     (v)  Good standing certificates for the New Originator issued by the
Secretaries of State of the jurisdiction where it has material operations.

     (vi) A certificate of the secretary or any assistant secretary of the New
Originator certifying (i) the names and signatures of the officers authorized on
its behalf to execute each Transaction Document to which it is (or is stated to
be) a party and (ii) a copy of its by-laws.

     (vii)     Favorable opinions of counsel to the New Originator in
substantially the form of Exhibit I to the Loan Agreement, and as to such other
matters as the Agent may reasonably request.

     (viii)    All other legal matters incident to the execution and delivery
hereof and to the transactions contemplated hereby shall be satisfactory to the
Agent.

Section 7.     Each Amended 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 and all other documents executed in
connection therewith, are in all respects ratified and confirmed.  From and
after the date hereof, each Amended Agreement shall be amended and supplemented
as herein provided, and, except as so amended and supplemented, each Amended
Agreement, each of the other Transaction Documents and all other documents
executed in connection therewith shall remain in full force and effect.

Section 8.     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 9.     This Amendment shall be governed and construed in accordance with
the internal laws of the State of Illinois.
[Signature Pages to Follow]
<PAGE>
     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, as a Bank and as the Program LOC Provider

By:
Title:

By:
Title:

Windmill Funding Corporation
By:
Title:

BWA Receivables Corporation
By:
Title:

Borg-Warner Automotive, Inc.
By:
Title:

Borg-Warner Automotive Diversified Transmission Products Corporation
By:
Title:

Borg-Warner Automotive Air/Fluid Systems Corporation
By:
Title:

Borg-Warner Automotive Morse TEC Corporation
By:
Title:

Borg-Warner Automotive Automatic Transmission Systems Corporation
By:
Title:

Borg-Warner Automotive Powertrain Systems Corporation
By:
Title:

Borg-Warner Automotive Turbo Systems Corporation
By:
Title:

Borg-Warner Automotive Fuel Systems Corporation
By:
Title:
<PAGE>
     By its execution below, the undersigned hereby elects to become (i)
a Seller under the Purchase Agreement, (ii) an Indemnifier under the Indemnity
Agreement, (iii) an Originator and a Guarantor under the Guaranty and (iv) a
Subordinated Creditor under the Subordination Agreement.  Upon the effectiveness
of this Agreement, the undersigned shall have all the rights and obligations
under each relevant Transaction Document as held by each of the other
Originators prior to giving effect this Amendment.

Borg-Warner Automotive Cooling Systems

By:
Title:
Address:       200 S. Michigan
               Chicago, Illinois  60604
Attention:     Vice-President and Treasurer
Telephone:     312-322-8500
Telecopy:      312-322-8712

Annex I
Exhibit C
To
Receivables Loan Agreement
Lockboxes and Lockbox Banks


<PAGE>
Exhibit G
To
Receivables Loan Agreement
Addresses of Borrower And Originator


<PAGE>
Exhibit H
to
Receivables Loan Agreement

Borrower's and Borg-Warner Entities' Corporate Names; Trade Names; Assumed Names



1.)  Borg-Warner Automotive, Inc.
2.)  Borg-Warner Automotive Powertrain Systems Corporation
     -Borg-Warner Powertrain Assemblies
3.)  Borg-Warner Automotive Diversified Transmission Products Corporation
     -Borg-Warner Powertrain Assemblies
4.)  Borg-Warner Automotive Air/Fluid Systems Corporation
     Borg-Warner Automotive Electronic & Mechanical Systems Corporation
     -Borg-Warner Control Systems
5.)  Borg-Warner Automotive Morse TEC Corporation
     -Borg-Warner Automotive Transmission & Engine Components Corporation
     -Morse Chain Systems

6.)  Borg-Warner Automotive Automatic Transmission Systems Corporation
     -Borg-Warner Automotive Transmission & Engine Components Corporation
     -Borg-Warner Automotive Automatic Transmission Systems (ATS)
     -Borg & Beck
7.)  BWA Receivables Corporation
8.)  Borg-Warner Automotive Turbo Systems Corporation
9.)  Borg-Warner Automotive Fuel Systems Corporation
10.) Borg-Warner Automotive Cooling Systems Corporation


<PAGE>
Annex II
Exhibit D
To
Receivables Purchase Agreement
List of Principal Places  of Business and Location of Records


<PAGE>
Exhibit E
to
Receivables Purchase Agreement

Corporate Names; Trade Names; Assumed Names; Assumed Names


1.)  Borg-Warner Automotive, Inc.
2.)  Borg-Warner Automotive Powertrain Systems Corporation
     -Borg-Warner Powertrain Assemblies
3.)  Borg-Warner Automotive Diversified Transmission Products Corporation
     -Borg-Warner Powertrain Assemblies
4.)  Borg-Warner Automotive Air/Fluid Systems Corporation
     Borg-Warner Automotive Electronic & Mechanical Systems Corporation
     -Borg-Warner Control Systems

5.)  Borg-Warner Automotive Morse TEC Corporation
     -Borg-Warner Automotive Transmission & Engine Components Corporation
     -Morse Chain Systems

6.)  Borg-Warner Automotive Automatic Transmission Systems Corporation
     -Borg-Warner Automotive Transmission & Engine Components Corporation
     -Borg-Warner Automotive Automatic Transmission Systems (ATS)
     -Borg & Beck

7.)  Borg-Warner Automotive Turbo Systems Corporation

8.)  Borg-Warner Automotive Fuel Systems Corporation

9.)  Borg-Warner Automotive Cooling Systems Corporation