Item 1.01. Entry Into a Material Definitive Agreement
On April 30, 2009, and as disclosed in its Form 8-K filed on April 30, 2009 (the "Original Filing"), BorgWarner Inc. amended its Credit Agreement dated July 22, 2004 pursuant to an Amendment No.1 and Consent Agreement dated as of April 30, 2009 among BorgWarner Inc., as borrower, Bank of America, N.A., as Administrative Agent, the Co-Syndication Agents named therein, the Documentation Agents named therein and the Lenders parties thereto. On June 1, 2009, BorgWarner and the Administrative Agent entered into the security agreement and the pledge agreement contemplated by the Amended Credit Agreement. Copies of the security agreement and the pledge agreement are attached hereto as Exhibits 10.4, and 10.5, respectively, and are incorporated herein by this reference. The Original Filing contains descriptions of (i) the Amendment No.1 and Consent Agreement dated as of April 30, 2009 among BorgWarner Inc., as borrower, Bank of America, N.A., as Administrative Agent, the Co-Syndication Agents named therein, the Documentation Agents named therein and the Lenders parties thereto ("Amendment No. 1"), (ii) the Credit Agreement dated July 22, 2004 as amended by Amendment No. 1 (the "Amended Credit Agreement") and (iii) the guarantee of the borrower's indebtedness by certain of its subsidiaries (the "Guaranty"). The descriptions of those documents are qualified in their entirety by reference to the full text of Amendment No.1, the Amended Credit Agreement, and the Guaranty, the forms of which were attached as Exhibits 10.2, 10.3 and 10.4, respectively, to the Original Filing and are incorporated therein and herein by this reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits. The following exhibits are being filed as part of this Report.

Exhibit Number Description 10.4 Form of Security Agreement among BorgWarner Inc., as borrower, certain of the borrower's subsidiaries, and Bank of America, N.A., as Administrative Agent, for the lenders. 10.5 Form of Unlimited Pledge Agreement among BorgWarner Inc., as borrower, certain of the borrower's subsidiaries, and Bank of America, N.A., as Administrative Agent, for the lenders. Credit Agreement dated as of July 22, 2004

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