EXECUTION COPY


                                  FIRST AMENDMENT


          FIRST AMENDMENT, dated as of August 3, 2000 (this "Amendment"), to the
Credit Agreement, dated as of July 21, 2000 (as amended, supplemented or
otherwise modified from time to time, the "Credit Agreement"), among BorgWarner
Inc., a Delaware corporation (the "Borrower"), the several lenders from time to
time parties thereto (the "Lenders"), The Chase Manhattan Bank, as
administrative agent for the Lenders (in such capacity, the "Administrative
Agent"), Chase Securities Inc. and Banc of America Securities LLC, as joint lead
arrangers and joint book managers (each in such capacity, a "Co-Arranger"), Bank
of America, N.A., as syndication agent (in such capacity, the "Syndication
Agent") and Bank One, NA, as documentation agent (in such capacity, the
"Documentation Agent").


                                W I T N E S S E T H:


     WHEREAS, the Borrower, the Lenders and the Administrative Agent are parties
to the Credit Agreement; and

     WHEREAS, the Borrower has requested, and the Administrative Agent and the
Required Lenders have agreed to certain modifications as set forth herein;

     NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the parties hereto hereby agree as follows:

     1.   Defined Terms.  Terms defined in the Credit Agreement and used herein
shall, unless otherwise indicated, have the meanings given to them in the Credit
Agreement.

     2.   Amendment to Section 6.02(i) of the Credit Agreement.  Section 6.02(i)
of the Credit Agreement is hereby amended and restated in its entirety as
follows:

     "(i) Guarantees permitted by Section 6.05."

     3.   Amendment to Section 6.08 of the Credit Agreement.  Clause (iii) of
Section 6.08 of the Credit Agreement is hereby amended and restated in its
entirety as follows:

     "(iii) the foregoing shall not apply to restrictions and conditions in the
agreement identified on Schedule 6.08 (but shall apply to any extension or
renewal of, or any  amendment or modification expanding the scope of, any such
restriction or condition after such agreement is entered into),"

     4.   Effectiveness.  This Amendment shall become effective as of the date
hereof when the Administrative Agent shall have received counterparts hereof
duly executed by the Borrower, the Administrative Agent and the Required
Lenders.

     5.   Representations and Warranties.  The Borrower hereby represents and
warrants that each of the representations and warranties made by it in or
pursuant to the Credit Agreement shall be, after giving effect to this
Amendment, true and correct in all material respects, as if made on and as of
the date hereof (unless such representations and warranties are stated to relate
to an earlier date, in which case such representations and warranties shall be
true and correct in all material respects as of such earlier date).

     6.   Continuing Effect of Credit Agreement.  This Amendment shall not be
construed as a waiver or consent to any further or future action on the part of
the Borrower that would require a waiver or consent of the Administrative Agent
and/or the Lenders.  Except as amended hereby, the provisions of the Credit
Agreement are and shall remain in full force and effect.

     7.   Counterparts.  This Amendment may be executed by one or more of the
parties hereto in any number of separate counterparts (which may include
counterparts delivered by facsimile transmission) and all of said counterparts
taken together shall be deemed to constitute one and the same instrument.  Any
executed counterpart delivered by facsimile transmission shall be effective as
for all purposes hereof.

     8.   GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

     9.   Expenses.  The Borrower agrees to pay or reimburse the Administrative
Agent for all of its out-of-pocket costs and expenses incurred in connection
with the preparation, negotiation and execution of this Amendment, including,
without limitation, the reasonable fees and disbursements of counsel to the
Administrative Agent.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written.


                         BORGWARNER INC.,

                         by
                         Name:
                         Title:


                         THE CHASE MANHATTAN BANK, individually and as
                         Administrative Agent,

                         by
                         Name:
                         Title:

                         BANK OF AMERICA, N.A., individually and as Syndication
                         Agent.

                         by
                         Name:
                         Title:

                         BANK ONE, NA (MAIN OFFICE CHICAGO), individually and as
                         Documentation Agent

                         by
                         Name:
                         Title:

                         CITIBANK, N.A.

                         By:
                         Name:
                         Title:

                         CREDIT LYONNAIS CHICAGO BRANCH

                         by
                         Name:
                         Title:

                         DEUTSCHE BANK AG NEW YORK BRANCH AND/OR CAYMAN ISLANDS
                         BRANCH

                         by
                         Name:
                         Title:

                         by
                         Name:
                         Title:

                         FIRST UNION NATIONAL BANK

                         by
                         Name:
                         Title:

                         THE FUJI BANK LIMITED

                         by
                         Name:
                         Title:

                         THE INDUSTRIAL BANK OF JAPAN LIMITED, CHICAGO BRANCH

                         by
                         Name:
                         Title:

                         THE SUMITOMO BANK, LIMITED

                         by
                         Name:
                         Title:

                         WACHOVIA BANK, N.A.

                         by
                         Name:
                         Title:

                         BANCA DI ROMA, CHICAGO BRANCH

                         by
                         Name:
                         Title:

                         by
                         Name:
                         Title:

                         THE BANK OF NEW YORK

                         by
                         Name:
                         Title:

                         THE BANK OF TOKYO-MITSUBISHI, LTD., CHICAGO BRANCH

                         By
                         Name:
                         Title:

                         BARCLAYS BANK PLC

                         by
                         Name:
                         Title:


                         MELLON BANK, N.A.

                         by
                         Name:
                         Title:

                         THE NORTHERN TRUST COMPANY

                         by
                         Name:
                         Title:

                         SANPAOLO IMI S.P.A.

                         by
                         Name:
                         Title:

                         by
                         Name:
                         Title:

                         CREDIT SUISSE FIRST BOSTON

                         by
                         Name:
                         Title:

                         by
                         Name:
                         Title:

                         DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES

                         by
                         Name:
                         Title:

                         by
                         Name:
                         Title: