Ninth Amendment to Receivables Loan Agreement

     This Ninth Amendment (the "Amendment"), dated as of February 17, 2004, 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"), 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 Bank
(the "Agent");

Witnesseth:

     Whereas, the Borrower, Collection Agent, Windmill, Program LOC Provider,
the Bank and Agent have heretofore executed and delivered an 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"),

     Whereas, the parties hereto desire to amend the Loan Agreement as provided
herein;

     Now, therefore, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto hereby agree that
the Loan Agreement shall be and is hereby amended as follows:

     Section 1.     (a)  The date "February 17, 2004" 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 30, 2004".

     (b)  The date "February 17, 2004" 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 30, 2004".

     (c)  The date "February 17, 2004" appearing in clause (c) of the defined
term "Program LOC Provider Termination Date" appearing in Article I of the Loan
Agreement is deleted and replaced with the date "April 30, 2004".

     Section 2.     This Amendment shall become effective only once the Agent
has received in form and substance satisfactory to the Agent all documents and
certificates as the Agent may reasonably request.

     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, is 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.

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:
     BorgWarner Inc.

     By:
     Title: