BORGWARNER INC
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>4
<FILENAME>comltr8k.txt
<TEXT>


     October 29, 2004

                BorgWarner Inc.
       Senior Bridge Term Credit Facility
               Commitment Letter


     BorgWarner Inc.
     200 South Michigan
     Chicago, Illinois  60604

     Attention:     Jeffrey Obermayer
               Vice President and Treasurer

     Ladies and Gentlemen:

          You (the "Company") have requested that Morgan Stanley
     Senior Funding, Inc. ("MSSF") agree to structure, arrange and
     syndicate a 364-day bridge term facility in an aggregate amount of
     E700,000,000 (the "Facility") for the Company and a certain
     wholly-owned subsidiary of the Company (together with the
     Company, the "Borrowers"), that MSSF commit to provide the
     Facility, and that MSSF agree to serve as syndication agent for
     the Facility.

          You have advised MSSF that the Borrowers will acquire
     approximately 63% of the outstanding capital shares of a
     company known to you and MSSF as Ignite (the "Target")
     pursuant to a sale and purchase agreement with certain major
     shareholders (the "Private Sale"), and will commence a tender
     offer (the "Tender Offer") for the remaining outstanding capital
     shares of Ignite, in each case at a price to be determined and, in
     the case of the Tender Offer, subject to the condition that the
     Private Sale is consummated prior to the consummation of the
     Tender Offer.  You have also advised MSSF that the Facility will
     be used solely to finance the acquisition (the "Acquisition") of such
     securities of Target in the Private Sale and the Tender Offer.

          MSSF is pleased to advise you that it is willing to act as
     sole and exclusive lead arranger and bookrunner for the Facility.

          Furthermore, MSSF is pleased to advise you of its
     commitment to provide 100% of the Facility, upon the terms and
     subject to the conditions set forth or referred to in this
     commitment letter (the "Commitment Letter") and in the Summary
     of Terms and Conditions attached as Exhibit A hereto (the "Term
     Sheet").

          It is agreed that MSSF will act as the Syndication Agent
     and as the sole and exclusive Lead Arranger and Bookrunner (in
     such capacity, the "Arranger"), for the Facility.  You agree that no
     other agents, co-agents or arrangers will be appointed, no other
     titles will be awarded and no compensation (other that that
     expressly contemplated by the Term Sheet and the Fee Letter
     referred to below) will be paid in connection with the Facility
     unless you and we shall so agree, in which case MSSF will be
     listed first (i.e., in the upper left position in any listing) in any
     information memoranda, tombstones or other similar publications
     used in connection with the Facility.

          While we do not currently expect to syndicate the Facility to
     more than one or two financial institutions, we reserve the right, in
     our sole discretion, to syndicate the Facility to a group of financial
     institutions (together with MSSF, the "Lenders") identified by us in
     consultation with you.  MSSF's commitment hereunder will be
     reduced by the amount of commitments undertaken by other
     Lenders in such syndication.  The Arranger intends to commence
     any syndication efforts in consultation with you promptly after your
     announcement of the Tender Offer, and if we do commence such
     efforts you agree actively to assist the Arranger in completing a
     syndication satisfactory to it.  Such assistance shall include (a)
     your using commercially reasonable efforts to ensure that the
     syndication efforts benefit materially from your existing lending
     relationships and, to the extent practicable, those of the Target,
     (b) direct contact between senior management and advisors of
     the Borrowers, the Target (to the extent practicable) and the
     proposed Lenders, (c) assistance in the preparation of a
     Confidential Information Memorandum and other marketing
     materials to be used in connection with the syndication and (d)
     the hosting, with the Arranger, of one or more meetings of
     prospective Lenders.

          As the Arranger, MSSF, in consultation with you and
     subject to the provisions set forth in the immediately preceding
     paragraph, will manage all aspects of any syndication, including
     decisions as to the selection of institutions to be approached and
     when they will be approached, when their commitments will be
     accepted, which institutions will participate, the allocations of the
     commitments among the Lenders and the amount and distribution
     of fees among the Lenders.  In acting as the Arranger, MSSF will
     have no responsibility other than to arrange the syndication as set
     forth herein and shall not be subject to any fiduciary or other
     implied duties.  To assist the Arranger in any syndication efforts,
     you agree promptly to prepare and provide to MSSF all
     information with respect to the Borrowers and the transactions
     contemplated hereby, including all financial information and
     projections (the "Projections"), as we may reasonably request in
     connection with the arrangement and syndication of the Facility.
     You hereby represent and covenant that (a) taken as a whole, all
     information other than the Projections (the "Information") that has
     been or will be made available to the Arranger or the Lenders by
     you or any of your representatives is or will be (in the case of
     information relating to the Target and its subsidiaries, to the best
     of your knowledge), when furnished, complete and correct in all
     material respects and does not or will not, when furnished,
     contain any untrue statement of a material fact or omit to state a
     material fact necessary in order to make the statements contained
     therein not materially misleading in light of the circumstances
     under which such statements are made, and (b) the Projections
     that have been or will be made available to the Arranger or the
     Lenders by you or any of your representatives have been or will
     be prepared in good faith based upon reasonable assumptions.
     You agree to supplement the Information and the Projections from
     time to time until the Arranger notifies you that the syndication of
     the Facility has been completed so that the representation,
     warranty and covenant in the preceding sentence is correct on
     each of the Effective Date and the date of such notification.  You
     understand that in arranging and syndicating the Facility we and
     our affiliates may use and rely on the Information and the
     Projections without independent verification thereof.

          As consideration for the commitments hereunder and the
     Arranger's agreement to perform the services described herein,
     you agree to pay or to cause the Borrowers to pay the
     nonrefundable fees set forth in the Term Sheet and in the Fee
     Letter dated the date hereof and delivered herewith (the "Fee
     Letter").

          You agree that prior to and during the syndication of the
     Facility there shall be no competing offering, placement or
     arrangement of any debt securities, equity securities, equity-linked
     securities or bank financing by or on behalf of the Borrowers or
     any affiliate thereof (including without limitation, after the
     consummation of the Acquisition, the Target and its affiliates),
     unless the Arranger has consented thereto.

          The commitments of MSSF hereunder are subject to (a)
     MSSF having completed due diligence with respect to the
     Borrowers and the transactions contemplated hereby satisfactory
     to MSSF in all respects in its discretion, (b) MSSF not becoming
     aware after the date hereof of any information or other matter
     affecting the Borrowers or the transactions contemplated hereby
     which is inconsistent in a material and adverse manner with any
     such information or other matter disclosed to MSSF prior to the
     date hereof, (c) there not occurring or becoming known to us any
     material adverse condition or material adverse change in or
     affecting the business, operations, assets, condition (financial or
     otherwise) or prospects of the Company and its subsidiaries,
     taken as a whole, or of the Target and its subsidiaries, taken as a
     whole, (d) there not having occurred any change or disruption in
     the U.S. or international financial, banking or capital market
     conditions or in the relevant economic environment that, in the
     Arranger's judgment, could have a material adverse effect on the
     ability to consummate the syndication of the Facilities, (e) the
     negotiation, execution and delivery, prior to the date of the initial
     filing relating to the Tender Offer with the German Federal
     Supervisory Authority for Financial Services, of definitive
     documentation with respect to the Facility (the "Credit
     Documentation"), in form and substance satisfactory to MSSF and
     its counsel and consistent with the Term Sheet, (f) MSSF being
     satisfied with the terms of and documentation relating to the
     Tender Offer (the "Tender Offer Documentation"), and (g) to the
     extent not reflected in the Credit Documentation, the conditions to
     effectiveness set forth in the Term Sheet.

          Prior to the execution of the Credit Documentation, the
     commitment of MSSF will be reduced upon the occurrence of any
     event, or the consummation of any transaction, described under
     the "Prepayments and Reductions" section of the Term Sheet.

          You agree (a) to indemnify and hold harmless MSSF and,
     its affiliates and each Related Party of any of the foregoing (each,
     an "indemnified person") from and against any and all losses,
     claims, damages and liabilities to which any such indemnified
     person may become subject arising out of or in connection with
     this Commitment Letter, the Acquisition, the Facility, the use of
     the proceeds thereof or any related transaction or any claim,
     litigation, investigation or proceeding relating to any of the
     foregoing, regardless of whether any indemnified person is a party
     thereto, and to reimburse each indemnified person upon demand
     for any legal or other expenses incurred in connection with
     investigating or defending any of the foregoing, provided that the
     foregoing indemnity will not, as to any indemnified person or its
     Related Parties, apply to losses, claims, damages, liabilities or
     related expenses to the extent they are found by a final, non-
     appealable judgment of a court to arise from the willful
     misconduct or gross negligence of such indemnified person or its
     Related Parties, and (b) to reimburse MSSF and its affiliates on
     demand for all reasonable out-of-pocket expenses (including due
     diligence expenses, syndication expenses, travel expenses, and
     reasonable fees, charges and disbursements of counsel) incurred
     in connection with the Facility and any related documentation
     (including this Commitment Letter, the Term Sheet, the Fee Letter
     and the definitive financing documentation), regardless of whether
     the Credit Documentation is executed, or the administration,
     amendment, modification or waiver thereof.  No indemnified
     person shall be liable for any special, indirect, consequential or
     punitive damages in connection with its activities related to the
     Facility.  No indemnified person shall be liable for any damages
     arising from the use by others of Information or other materials
     obtained through electronic, telecommunications or other
     information transmission systems in connection with the Facility.
     For purposes hereof, "Related Parties" with respect to a person
     means such person's affiliates and the respective officers,
     directors, employees, advisors, and agents of such person and
     such person's affiliates.

          This Commitment Letter shall not be assignable by you
     without the prior written consent of MSSF (and any purported
     assignment without such consent shall be null and void), is
     intended to be solely for the benefit of the parties hereto and is
     not intended to confer any benefits upon, or create any rights in
     favor of, any person other than the parties hereto.  This
     Commitment Letter may not be amended or waived except by an
     instrument in writing signed by you and MSSF.  This Commitment
     Letter may be executed in any number of counterparts, each of
     which shall be an original, and all of which, when taken together,
     shall constitute one agreement.  Delivery of an executed signature
     page of this Commitment Letter by facsimile transmission shall be
     effective as delivery of a manually executed counterpart hereof.

          This Commitment Letter and the Fee Letter are the only
     agreements that have been entered into between you and MSSF
     with respect to the Facility and set forth the entire understanding
     of the parties with respect thereto.  This Commitment Letter shall
     be governed by, and construed in accordance with, the laws of
     the State of New York.

          This Commitment Letter is delivered to you on the
     understanding that neither this Commitment Letter, the Term
     Sheet or the Fee Letter nor any of their terms or substance shall
     be disclosed, directly or indirectly, to any other person except (a)
     to your officers, agents and advisors who are directly involved in
     the consideration of this matter or (b) as may be compelled in a
     judicial or administrative proceeding or as otherwise required by
     law (in which case you agree to inform us promptly thereof),
     including without limitation, as required by applicable law in
     connection with the filing of the Tender Offer Documentation,
     provided that the foregoing restrictions shall cease to apply
     (except in respect of the Fee Letter and its terms and substance)
     after this Commitment Letter has been accepted by you.

          You acknowledge that MSSF and its affiliates may be
     providing debt financing, equity capital or other services (including
     financial advisory services) to other companies in respect of which
     you may have conflicting interests regarding the transactions
     described herein and otherwise.  MSSF will not use confidential
     information obtained from you by virtue of the transactions
     contemplated by this letter or its other relationships with you in
     connection with MSSF's performance of services for other
     companies, and MSSF will not furnish any such information to
     other companies.  You also acknowledge that MSSF has no
     obligation to use in connection with the transactions contemplated
     by this letter, or to furnish to you, confidential information obtained
     from other companies.

          The compensation, reimbursement, indemnification and
     confidentiality provisions contained herein and all of the provisions
     set forth in the Fee Letter shall remain in full force and effect
     regardless of whether definitive financing documentation shall be
     executed and delivered and notwithstanding the termination of
     this Commitment Letter or the commitments hereunder; provided,
     that your obligations under this Commitment Letter, other than
     those arising under the provisions relating to (i) the appointment
     of other agents, co-agents and arrangers, (ii) the ability to
     syndicate and assistance in connection with the syndication, (iii)
     financial information and projections made available by you and
     (iv) confidentiality, shall automatically terminate and be
     superseded by the provisions of the Credit Documentation upon
     the effectiveness thereof, and you shall automatically be released
     from all liability in connection therewith at such time.

          If the foregoing correctly sets forth our agreement, please
     indicate your acceptance of the terms hereof and of the Term
     Sheet and the Fee Letter by returning to MSSF executed
     counterparts hereof and of the Fee Letter, together with the
     amounts agreed upon pursuant to the Fee Letter to be payable
     upon the acceptance hereof, not later than 11:00 a.m., New York
     City time, on November 1, 2004.  The commitments and the
     Arranger's agreements herein will expire at such time in the event
     MSSF has not received such executed counterparts and such
     amounts in accordance with the immediately preceding sentence.

          MSSF is pleased to have been given the opportunity to
     assist you in connection with this important financing.

     Very truly yours,

     MORGAN STANLEY SENIOR
     FUNDING, INC.

     By:
     Name:
     Title:

     Accepted and agreed to as of the date first written above by:

     BORGWARNER INC.
     By:
     Name:
     Title:


     Exhibit A

                BORGWARNER INC.
                  E700,000,000
       SENIOR BRIDGE TERM CREDIT FACILITY
        Summary of Terms and Conditions
                October 29, 2004

     Parties

     Borrowers:     BorgWarner Inc. (BorgWarner") and BorgWarner
     Germany GmbH (the "Borrowers").

     Guarantor:     The obligations of BorgWarner Germany GmbH will
     be guaranteed by BorgWarner.

     Lead Arranger
     and Book Runner:    Morgan Stanley Senior Funding, Inc.
     ("MSSF") (in such capacity, the "Lead Arranger").

     Administrative Agent:    A financial institution designated by
     MSSF in consultation with BorgWarner (in such capacity, the
     "Administrative Agent").

     Syndication Agent:  MSSF (in such capacity, the "Syndication
     Agent").

     Documentation Agents:    One or more financial institutions
     designated by MSSF in consultation with BorgWarner (together
     with the Administrative Agent and the Syndication Agent, the
     "Agents").

     Lenders:  A syndicate of banks, financial institutions and other
     entities, including MSSF or an affiliate, arranged by the Lead
     Arranger (collectively, the "Lenders").
     Bridge Term Facility

     Type and Amount of Facility:  364-day bridge term credit
     facility (the "Facility") in the amount of E700,000,000 (the loans
     thereunder, the "Loans").

     Purpose:  The proceeds of the Loans shall be applied to
     acquire (the "Acquisition") outstanding capital shares of a
     company known to BorgWarner and the Lead Arranger as Ignite
     (the "Target").  Approximately 63% of such shares shall be
     acquired pursuant to a sale and purchase agreement with certain
     major shareholders (the "Private Sale"), and the Borrower will
     commence a tender offer (the "Tender Offer") for the remaining
     shares.

     Availability:  The Facility shall be available in multiple draws from
     and after the date on which the conditions to initial funding have
     been satisfied (the "Funding Date") and during the Certain Funds
     Period.  Loans repaid or prepaid may not be reborrowed.  The
     commitments shall automatically expire on the earlier of the date
     on which the Certain Funds Period ends and the date the Tender
     Offer lapses or terminates.

     Certain Funds Period:    The period beginning on the date on
     which the Tender Offer Documentation (as defined below) was
     published in accordance with the German takeover act (the
     "Publication Date") and ending on the earliest of (i) 5 business
     days following the date of the expiry of the Tender Offer period
     (including any extension of the Tender Offer permitted under
     applicable law and the subsequent offer period (weitere
     Annahmefrist) pursuant to the German takeover act), (ii) the date
     of any cancellation of the Credit Documentation or the
     commitments under the Facility and (iii) the date which is 120
     days after the Publication Date.

     Maturity: The earlier of (i) 364 days after the Effective Date
     (as defined below) and (ii) 5 business days following the date the
     Tender Offer lapses or terminates.

     Certain Payment Provisions

     Fees and Interest Rates: As set forth on Annex I.
     Prepayments and

     Commitment Reductions:   Loans may be prepaid and
     commitments may be reduced by the Borrowers in minimum
     amounts to be agreed upon.  The commitments will be
     automatically reduced by the amount of cash and cash
     equivalents (other than proceeds of Loans under the Facility)
     used for the Acquisition.  Loans shall be prepaid from 100% of the
     net cash proceeds received by BorgWarner or any of its
     subsidiaries from all sales of assets (subject to certain exceptions
     and thresholds to be determined), and 100% of the net cash
     proceeds received by BorgWarner or any of its subsidiaries from
     (1) all issuances or incurrences of debt (including without
     limitation, pursuant to a public offering, a private placement or a
     syndicated bank financing (other than up to $100,000,000 of
     borrowings under BorgWarner's $600,000,000 Credit Agreement
     dated as of July 22, 2004 (the "July Credit Agreement"), as long
     as such borrowings are not used, directly or indirectly, to finance
     the Acquisition) and (2) all issuances of equity securities or equity-
     linked securities and the receipt of all capital contributions (other
     than in connection with the exercise of employee stock options
     and intercompany transactions), provided that if such proceeds
     are received prior to the Funding Date, they shall be applied to
     reduce the commitments under the Facility, and such proceeds
     shall be held in escrow on terms and conditions satisfactory to the
     Administrative Agent.
     Certain Conditions

     Conditions to Effectiveness:  The effectiveness of the Facility
     shall be conditioned upon satisfaction of, among other things
     (including, without limitation, such other conditions as German
     counsel to the Lead Arranger advises as usual and customary for
     transactions of this type), the following conditions precedent (the
     date upon which all such conditions precedent shall be satisfied,
     the "Effective Date") on or before December 1, 2004:

     The structure of the Acquisition (including without limitation the
     corporate, capital, organizational and tax structure thereof, and
     the plans and sources of funds for the refinancing of certain
     existing indebtedness of the Target and its subsidiaries that (x)
     could become due and payable as a result of the consummation
     of the Private Sale or the Tender Offer, or (y) is otherwise not on
     terms and conditions acceptable to the Lead Arranger, and all the
     definitive documentation related thereto (including documentation
     relating to the Private Sale (the "Sale and Purchase
     Documentation") and the Tender Offer (the "Tender Offer
     Documentation") (subject, in the case of the Tender Offer
     Documentation, to review by the German Federal Supervisory
     Authority for Financial Services)), will be in full force and effect
     and in form and substance satisfactory to the Lead Arranger.

     The July Credit Agreement shall be available for borrowing in full.

     The Borrowers shall have executed and delivered satisfactory
     definitive financing documentation (including, without limitation,
     such legal opinions, documents and other instruments as are
     customary for transactions of this type or as the Lead Arranger
     may reasonably request) with respect to the Facility (the "Credit
     Documentation") prior to the date (the "Submission Date") of the
     initial filing of the Tender Offer Documentation with the German
     Federal Supervisory Authority for Financial Services.

     There shall not have occurred or become known to the Lenders
     any material adverse condition or material adverse change in or
     affecting the business, operations, assets, condition (financial or
     otherwise) or prospects of BorgWarner and its subsidiaries, in
     each case taken as a whole, or of the Target and its subsidiaries,
     taken as a whole.

     There shall be no pending or threatened litigation, proceeding or
     investigation which (i) could reasonably be expected to have a
     material adverse effect on the business, operations, assets,
     condition (financial or otherwise) or prospects of BorgWarner and
     its subsidiaries (including the Target and its subsidiaries) or (ii) in
     any manner calls into question or challenges the Facility or the
     making of the Loans.

     The Lenders, the Administrative Agent and the Lead Arranger
     shall have received all fees required to be paid, and all expenses
     for which invoices have been presented, on or before the
     Effective Date.

     The Submission Date shall occur substantially simultaneously
     with the Effective Date.
     Conditions to Initial

     Borrowings:    The initial borrowings under the Facility shall be
     conditioned upon satisfaction of the following conditions
     precedent (and such other conditions as German counsel to the
     Lead Arranger advises as usual and customary for transactions of
     this type):

     Except as otherwise agreed by the Lenders, all regulatory
     approvals required for the consummation of the Acquisition shall
     have been obtained and shall be in effect.
     In the case of the initial borrowing to finance the acquisition of
     shares in the Private Sale, the obligations of BorgWarner
     Germany GmbH to purchase shares of the Target pursuant to the
     Private Sale shall have become unconditional within such period
     without any amendment or waiver to the Sale and Purchase
     Documentation not permitted under the Credit Documentation.

     In the case of the initial borrowing to finance the acquisition of the
     shares in the Tender Offer, the obligations of BorgWarner
     Germany GmbH to purchase shares of the Target pursuant to the
     Tender Offer shall have become unconditional within such period
     without any amendment or waiver to the Tender Offer
     Documentation not permitted under the Credit Documentation and
     the Private Sale shall have been consummated.

     Receipt of a notice of borrowing designating the Funding Date as
     the date of the initial drawdown under the Facility.

     The Administrative Agent will have received from the Borrowers
     such other certificates, agreements and documents usual and
     customary for transactions of this type as the Lead Arranger may
     have reasonably requested relating to matters relevant to the
     Acquisition and the transactions contemplated hereby, all in form
     and substance satisfactory to the Lead Arranger.

     On-Going Conditions:     The making of each Loan to finance
     the acquisition of shares in the Private Sale shall be conditioned
     upon (a) the accuracy of all representations and warranties in the
     Credit Documentation (including, without limitation, the material
     adverse change and litigation representations) and (b) there being
     no default or event of default in existence at the time of, or after
     giving effect to the making of, such extension of credit.

     The making of each Loan to finance the acquisition of shares in
     the Tender Offer (a "Tender Offer Loan") shall be conditioned
     upon (a) the accuracy of certain representations and warranties in
     the Credit Documentation (including valid existence and good
     standing, power to conduct business, power and authority to
     execute and deliver, and to perform obligations under, the Credit
     Documentation, due authorization and non-contravention of law or
     agreement and no engagement in extending credit for margin
     stock ) and (b) there being no Major Default in existence at the
     time of, or after giving effect to the making of, such extension of
     credit.  As used herein and in the Credit Documentation, "Major
     Default" means non-payment of principal, interest, or other
     amounts owing under the Credit Documentation, insolvency of the
     Borrowers, and the breach of certain covenants by the Borrowers
     including limitations on indebtedness and liens and prohibition on
     amending terms of the Tender Offer and Tender Offer
     Documentation.

     For the avoidance of doubt, during the Certain Funds Period, as
     long as the conditions as referred to above have been satisfied,
     no Lender shall (a) exercise any right to terminate the obligation
     to make any Tender Offer Loan, (b) exercise any right of
     rescission in respect of the Credit Documentation or in respect of
     a Tender Offer Loan or (c) exercise any right of acceleration,
     termination, cancellation or set-off in respect of any Tender Offer
     Loan (other than set-off in respect of fees, costs and expenses as
     agreed in any funds flow document).
     Certain Documentation Matters

     The Credit Documentation shall contain representations,
     warranties, covenants and events of default, substantially identical
     to those contained in the July Credit Agreement, except as noted
     below or otherwise agreed by the Lead Arranger and BorgWarner,
     including, without limitation:

     Representations and Warranties:    Financial statements; no
     material adverse change; corporate existence; compliance with
     law; corporate power and authority; enforceability of Credit

     Documentation; no conflict with law or contractual obligations; no
     material litigation; no default; ownership of property; intellectual
     property; taxes; Federal Reserve regulations; ERISA; Investment
     Company Act; environmental matters; and accuracy of disclosure.

     Affirmative Covenants:   Delivery of financial statements,
     officers' certificates, publicly filed materials and other information
     reasonably requested by the Lenders; payment of other
     obligations; continuation of business and maintenance of
     existence and material rights and privileges; compliance with
     laws; maintenance of property and insurance; maintenance of
     books and records; right of the Lenders to inspect property and
     books and records; notices of defaults, litigation and other
     material event; use of proceeds limited to acquisition of
     outstanding capital shares of the Target; conduct of Tender Offer
     (Tender Offer and related documentation to be in accordance with
     applicable law including German Takeover Act and German Stock
     Corporation Act, progress reports to Administrative Agent, notice
     to Administrative Agent if BorgWarner Germany GmbH would be
     entitled to withdraw bid and undertaking to ensure BorgWarner
     Germany GmbH and affiliates not required to make offer to
     shareholders under Section 35 of German Takeover Act); and
     agreement to use all reasonable efforts to access capital markets
     as promptly as practicable after the Funding Date in order to
     prepay the Loans.

     Financial Covenants:

     (a)  Leverage ratio (to be defined as consolidated debt on the last
     day of any fiscal quarter to EBITDA for the period of four
     consecutive quarters then ended) on the last day of any fiscal
     quarter not to be greater than 3.25 to 1.00.  For purposes of this
     covenant, EBITDA will be calculated to give pro forma effect for
     permitted acquisitions and dispositions.

     (b)  Consolidated net worth at any time not to be less than the
     sum of (i) $800,000,000, (ii) 25% of cumulative consolidated net
     income for each fiscal quarter of BorgWarner (beginning with the
     fiscal quarter ending September 30, 2004) for which consolidated
     net income is positive and (iii) 100% of the net cash proceeds of
     any offering by BorgWarner of common equity consummated
     after the Effective Date.

     Negative Covenants: Limitations on: liens; acquisitions;
     unconsolidated joint venture and third party guarantee obligations;
     mergers, consolidations, liquidations and dissolutions; sales of
     assets; restricted payments (other than dividends paid in
     accordance with BorgWarner's current dividend policy);
     transactions with affiliates; restrictive agreements; and
     amendments to Tender Offer and certain documents including
     Tender Offer Documentation.

     Events of Default:  Nonpayment of principal when due;
     nonpayment of interest, fees or other amounts after a grace
     period to be agreed upon; material inaccuracy of representations
     and warranties; violation of covenants (subject, in the case of
     certain affirmative covenants, to a grace period to be agreed
     upon); cross-default to other indebtedness (with an aggregate
     threshold of $50,000,000); bankruptcy events; certain ERISA
     events; material judgments; and a change of control.

     Voting:   Amendments and waivers with respect to the Credit
     Documentation shall require the approval of Lenders holding not
     less than a majority of the aggregate amount of the Loans, except
     that (a) the consent of each Lender directly and adversely
     affected thereby shall be required with respect to (i) reductions in
     the amount or extensions of the scheduled date of final maturity
     of any Loan, (ii) reductions in the rate of interest or any fee or
     extensions of any due date thereof, (iii) increases in the amount
     or extensions of the expiry date of any Lender's commitment and
     (iv) amendment of certain pro rata sharing provisions and (b) the
     consent of 100% of the Lenders shall be required with respect to
     modifications to any of the voting percentages.

     Assignments and Participations:    The Lenders shall be permitted
     to assign and sell participations in their Loans and commitments,
     subject, in the case of assignments (other than to another Lender
     or to an affiliate of a Lender), to the consent of BorgWarner
     (which consent shall not be unreasonably withheld and shall not
     be required during an Event of Default).  All assignments will
     require the consent of the Administrative Agent (which consent
     shall not be unreasonably withheld).  In the case of partial
     assignments (other than to another Lender or to an affiliate of a
     Lender), the minimum assignment amount shall be $5,000,000,
     and, after giving effect thereto, the assigning Lender shall have
     commitments and Loans aggregating at least $5,000,000 (unless
     such assigning Lender is assigning all of its commitments under
     the Facility), in each case unless otherwise agreed by
     BorgWarner and the Administrative Agent.  Participants shall
     have the same benefits as the Lenders with respect to yield
     protection and increased cost provisions but may not recover
     more than the respective selling Lenders unless BorgWarner shall
     have approved such participations.  Voting rights of participants
     shall be limited to those matters with respect to which the
     affirmative vote of the Lender from which it purchased its
     participation would be required as described under "Voting"
     above.  Pledges of Loans in accordance with applicable law shall
     be permitted without restriction.  Promissory notes shall be issued
     under the Facility only upon request.

     Yield Protection:   The Credit Documentation shall contain
     customary provisions (a) protecting the Lenders against increased
     costs or loss of yield resulting from changes in reserve, tax,
     capital adequacy and other requirements of law and from the
     imposition of or changes in withholding or other taxes and (b)
     indemnifying the Lenders for "breakage costs" incurred in
     connection with, among other things, any prepayment of a
     Eurocurrency Loan (as defined in Annex I) on a day other than
     the last day of an interest period with respect thereto.

     Expenses and Indemnification: BorgWarner shall pay (a) all
     reasonable out-of-pocket expenses of the Administrative Agent
     and the Lead Arranger associated with the syndication of the
     Facility and the preparation, execution, delivery and
     administration of the Credit Documentation and any amendment
     or waiver with respect thereto (including the reasonable fees,
     disbursements and other charges of Counsel (as defined below))
     and (b) all reasonable out-of-pocket expenses of the
     Administrative Agent and the Lenders (including the reasonable
     fees, disbursements and other charges of Counsel) in connection
     with the enforcement of the Credit Documentation.

     The Administrative Agent, the Lead Arranger and the Lenders
     (and their affiliates and their respective officers, directors,
     employees, advisors and agents) will have no liability for, and will
     be indemnified and held harmless against, any loss, liability, cost
     or expense incurred in respect of the financing contemplated
     hereby or the use or the proposed use of proceeds thereof
     (except to the extent resulting from the gross negligence or willful
     misconduct of such indemnified party or its related parties).

     Governing Law and Forum: State of New York.

     Counsel to the Administrative Agent and
     the Lead Arranger:  Davis Polk & Wardwell ("Counsel").

     Annex I

     Interest and Certain Fees

     Interest Rate Options:   The Loans comprising each borrowing
     shall bear interest at a rate per annum equal to the applicable
     Adjusted Euro Rate plus the Applicable Margin.
     As used herein:

     "Euro Rate" means the rate for one, two, three or six months (as
     selected by the Borrower) quoted on the Telerate screen for
     Euros two TARGET days prior to the beginning of the selected
     interest period.  In the event that such rate does not appear on
     the Telerate screen, the "Euro Rate" shall be determined by
     reference to such other comparable publicly available service for
     displaying Euro rates as may be selected by the Administrative
     Agent or, in the absence of such availability, by reference to the
     rate at which the Administrative Agent is offered deposits in Euros
     at or about 11:00 A.M., London time, two TARGET days prior to
     the beginning of such interest period in the interbank
     eurocurrency market where its eurocurrency and foreign currency
     and exchange operations for Euros are then being conducted for
     delivery on the first day of such interest period for the number of
     days comprised therein.

     "Adjusted Euro Rate" means the Euro Rate, as adjusted for
     applicable statutory reserve requirements for eurocurrency
     liabilities.

     "Applicable Margin" means a percentage per annum to be based
     on BorgWarner's senior unsecured long-term debt rating and
     determined in accordance with the pricing grid attached hereto as
     Annex I-A.

     Interest Payment Dates:  On the last day of each relevant
     interest period and, in the case of any interest period longer than
     three months, on each successive date three months after the
     first day of such interest period.

     Facility Fees: The Borrowers shall pay a facility fee on the
     average daily amount of the Facility (whether used or unused),
     determined in accordance with the pricing grid attached hereto as
     Annex I-A, payable quarterly in arrears.

     Default Rate:  At any time when a Borrower is in default in
     the payment of any amount of principal due under the Facility,
     such amount shall bear interest at 2% above the rate otherwise
     applicable thereto.  Overdue interest, fees and other amounts
     shall bear interest at 2% above the higher of (i) the rate of interest
     publicly announced by JPMorgan Chase Bank as its prime rate in
     effect at its principal office in New York City and (ii) the federal
     funds effective rate from time to time plus 0.5%.

     Rate and Fee Basis: All per annum rates shall be calculated
     on the basis of a year of 360 days for actual days elapsed.

     Annex I-A

     PRICING GRID

     For each type of Loan, the Facility Fee Rate and the Applicable
     Margin at any time shall be the respective rates set forth on the
     following pricing grid:

     Level     Ratings        Facility Fee   Applicable Margin
     1    (3)A/A2        0.080%    0.295%
     2    A-/A3               0.090%    0.385%
     3    BBB+/Baa1      0.110          0.515%
     4    BBB/Baa2       0.140%    0.735%
     5    BBB-/Baa3 or lower  0.175%    0.825%


     October 29, 2004

                BorgWarner Inc.
       Senior Bridge Term Credit Facility
                   Fee Letter
     BorgWarner Inc.
     200 South Michigan
     Chicago, Illinois  60604

     Attention:     Jeffrey Obermayer
               Vice President and Treasurer

     Ladies and Gentlemen:

     Reference is made to the letter of even date herewith from
     Morgan Stanley Senior Funding , Inc. ("MSSF") to you (the
     "Commitment Letter") with respect to a 364-day bridge term
     facility in an aggregate amount of E700,000,000 (the "Facility").
     Terms used but not defined herein have the meanings assigned
     to them in the Commitment Letter or the Summary of Terms and
     Conditions attached thereto (the "Term Sheet").

     You hereby agree to pay, or cause to be paid, the following non-
     refundable fees at the following times:

     Funding Fee.  To MSSF, for its own account, a funding fee in an
     amount equal to 1.00% of the principal amount of each drawdown
     under the Facility, which will be due and payable in full on the
     date of such drawdown.  25% of the portion of each such fee
     which is not paid to other Lenders pursuant to the last sentence of
     this paragraph will be credited against the gross spread paid to
     MSSF or any of its affiliates in its capacity as one of no more than
     two lead arrangers and bookrunners on any Qualifying Capital
     Markets Financing.  MSSF may in its discretion pay all or a
     portion of such funding fee to the other Lenders.  A "Qualifying
     Capital Markets Financing" is a capital markets financing, the
     proceeds of which reduce the commitments or Loans under the
     Facility and which is completed within 60 days after the Funding
     Date

     Duration Fee.  To MSSF, on (i) the 180th day after the Funding
     Date and (ii) each 180 day anniversary thereof until all Loans and
     other amounts payable under the Facility have been paid in fall
     and the Facility has been terminated (each, a "Duration Fee
     Date"), a fee (each, a "Duration Fee") equal to 0.25% of the total
     amount of the sum of the commitments and the Loans under the
     Facility at the opening of business on such date.  Each Duration
     Fee shall be payable to MSSF, as Lead Arranger, for the account
     of the Lenders (including MSSF, as Lender), and such Duration
     Fee shall be distributed to the Lenders ratably in accordance with
     their exposure under the Facility at the opening of business on
     such Duration Fee Date.

     Agency Fee.  To the Administrative Agent, an administration fee
     equal to $25,000 per annum, payable on the Funding Date and
     each anniversary thereof until all Loans and other amounts
     payable under the Facility have been paid in fall and the Facility
     has been terminated.
     All payments made by you hereunder shall be made free and
     clear of withholding taxes and you agree to pay all additional
     amounts in respect of such payments in the event that any such
     taxes shall apply. Unless otherwise agreed herein, once paid the
     fees paid hereunder shall not be refundable under any
     circumstances.

     The Lead Arranger shall be entitled, after consultation with you, to
     change the structure or terms or, if there has been a borrowing
     under the Facility, the pricing of the Facility if the syndication has
     not been completed and if the Lead Arranger determines that
     such changes are advisable in order to ensure a successful
     syndication of the Facility; provided that in no event shall the
     pricing of the Facility increase by more than 0.50% per annum
     without your consent.  MSSF's commitment under the
     Commitment Letter is subject to the agreements in this
     paragraph.  A successful syndication shall have occurred when
     the sum of MSSF's commitment and the outstanding principal
     amount of its Loans is equal to or less than E350,000,000.

     This letter agreement shall be governed by and construed in
     accordance with the laws of the State of New York.
     MSSF is pleased to have been given the opportunity to assist you
     in connection with this important financing.

     Very truly yours,
     MORGAN STANLEY SENIOR FUNDING, INC.

     By:
     Name:
     Title:


     Accepted and agreed to as of
     the date first written above by:

     BORGWARNER INC.
     By:
     Name:
     Title:


</TEXT>
</DOCUMENT>
