June 21, 1996
BWA Receivables Corporation
c/o Borg-Warner Automotive, Inc.
200 South Michigan Avenue
Chicago, Illinois 60604
Attention: Vice President and Treasurer
Re: Fourth Amendment to Receivables Transfer Agreement
Dated As Of January 28, 1994 (This "Amendment")
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Ladies and Gentlemen:
Reference is hereby made to that certain Receivables Transfer Agreement (as
heretofore amended, the "Transfer Agreement"), dated as of January 28, 1994,
among the banks which are or may become a party thereto, (the "Banks"), Windmill
Funding Corporation ("Windmill"), ABN AMRO Bank N.V., as provider of the program
letter of credit (the "Program LOC Provider" and, collectively with the Banks
and WINDMILL, the "Transferees"), ABN AMRO Bank N.V., as agent (the "Agent"),
and BWA Receivables Corporation (the "Transferor"). Terms used herein and not
otherwise defined herein which are defined in the Transfer Agreement or the
other Transaction Documents (as defined in the Transfer Agreement) shall have
the same meaning herein as defined therein. The Transferees and the Agent
hereby agree to certain revisions in the Transfer Agreement as set forth herein.
1. Accordingly, subject to the satisfaction of the conditions in Section
3 of this Amendment, the Transfer Agreement, effective as of the date hereof
(the "Effective Date"), is hereby amended as follows:
(a) The amount "Eighty Six Million Dollars ($86,000,000)" in the
definition of "Aggregate Commitment" in Section 1.1 of the Transfer Agreement is
hereby deleted and replaced with the amount "One Hundred Two Million Dollars
($102,000,000)."
(b) The amount "Seventy Seven Million Four Hundred Thousand Dollars
($77,400,000)" in the definition of "Aggregate Bank Commitment" in Section 1.1
of the Transfer Agreement is hereby deleted and replaced with the amount "Ninety
One Million Eight Hundred Thousand Dollars ($91,800,000)."
(c) The amount "Eight Million Six Hundred Thousand Dollars
($8,600,000)" in the definition of "Program LOC Provider Commitment" in Section
1.1 of the Transfer Agreement is hereby deleted and replaced with the amount
"Ten Million Two Hundred Thousand Dollars ($10,200,000)."
(d) The amount "Fifty Five Million Dollars ($55,000,000)" in clause
(a) of the definition of Approved Obligor Limit in Section 1.1 of the Transfer
Agreement is hereby deleted and replaced with the amount "Sixty Five Million
Dollars ($65,000,000)."
(e) Section 2.13 and Section 7.1(s) of the Transfer Agreement are
both hereby deleted and replaced with the words "(intentionally omitted)", and
all other references in the Transfer Agreement and all other Transaction
Documents to the "Maintenance Account" and funds or other items therein are
hereby deleted. It is the intention of this Amendment that, from and after the
Effective Date, neither the Transferor nor any other Person shall have any
obligation to maintain a Maintenance Account or any funds or other items
therein.
(f) In connection with eliminating the Maintenance Account, Section
5.2 (o) of the Transfer Agreement is hereby revised in its entirety to read as
follows:
(o) New Worth. The Transferor shall, at all times, have a
positive tangible net worth determined in accordance with GAAP.
2. The Transferor represents and warrants to the Agent and to each
Transferee that:
(a) it is in full compliance with all of the material terms,
conditions and all other provisions of this Amendment, the Transfer Agreement
and each of the other Transaction Documents in each case as of the Effective
Date; and
(b) its representations and warranties contained in this Amendment,
the Transfer Agreement and the other Transaction Documents are true and correct
in all material respects, in each case as though made on and as of the Effective
Date, except to the extent such representations and warranties relate solely to
an earlier date (and then as of such earlier date); and
(c) both before and after giving effect to this Amendment, no
Termination Event nor any Potential Termination Event has occurred and is
continuing or would result from the execution and delivery of this Amendment or
any other document arising in connection with or pursuant to this Amendment; and
(d) this Amendment has been fully authorized, executed and delivered
on its behalf, and each of the Transfer Agreement and each of the other
Transaction Documents to which it is a party and this Amendment constitutes its
legal, valid and binding obligation enforceable against it in accordance with
the terms hereof or thereof.
3. Section 1 of this Amendment shall become effective only once all of
the pre-conditions set forth below in this Section 3 have been satisfied:
(a) the Agent has received a written statement from each Rating
Agency stating that the rating of WINDMILL's commercial paper notes will not be
downgraded, withdrawn or suspended as a result hereof; and
(b) the Agent has received confirmation that the Program LOC has been
amended in a manner consistent with this Amendment: and
(c) the Agent has received, in form and substance satisfactory to the
Agent, all documents, certificates and opinions as the Agent may reasonably
request and all other matters incident to the execution hereof are satisfactory
to the Agent.
4. The Transfer 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 Effective Date, the Transfer Agreement shall be amended and
supplemented as herein provided, and, except as so amended and supplemented, the
Transfer Agreement, each of the other Transaction Documents and all other
documents executed in connection therewith shall remain in full force and
effect.
5. 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.
Please signify your agreement and acceptance of the foregoing by executing
this Amendment in the space provided below.
Very truly yours,
ABN AMRO BANK N.V., as the Agent
ROBERT C. SMOLKA
By----------------------------------------------
ROBERT C. SMOLKA
Title-------------------------------------------
Group Vice President
MARY C. CASEY
By----------------------------------------------
MARY C. CASEY
Title-------------------------------------------
Vice President
Accepted and Agreed to:
BWA RECEIVABLES CORPORATION
ROBIN J. ADAMS
By----------------------------------------------
ROBIN J. ADAMS
Title-------------------------------------------
Vice President and Treasurer
Consented and Agreed to:
WINDMILL FUNDING CORPORATION
PAUL E. GIPSON
By-----------------------------------------------
PAUL E. GIPSON
Title--------------------------------------------
Vice President
ABN AMRO BANK N.V., as the Program LOC Provider
ROBERT C. SMOLKA
By-----------------------------------------------
ROBERT C. SMOLKA
Title--------------------------------------------
Group Vice President
MARY C. CASEY
By-----------------------------------------------
MARY C. CASEY
Title--------------------------------------------
Vice President
ABN AMRO BANK N.V., as the sole Bank
ROBERT C. SMOLKA
By-----------------------------------------------
ROBERT C. SMOLKA
Title--------------------------------------------
Group Vice President
MARY C. CASEY
By-----------------------------------------------
MARY C. CASEY
Title---------------------------------------------
Vice President