SIXTH AMENDMENT
                           Dated as of December 12, 2001
                                         to
                  Amended and Restated Receivables Loan Agreement
                         each Dated as of December 23, 1998


THIS AMENDMENT (the  "Amendment"), dated as of December 12, 2001, 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 Banks (the "Agent").

Reference is hereby made to that certain 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"), among the Borrower, the
Collection Agent, Windmill, the Program LOC Provider, the Bank and the Agent.

     For good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereto hereby agree as follows:

     SECTION 1. AMENDMENTS TO LOAN AGREEMENT.  Subject to the following terms
and conditions, including without limitation the conditions precedent set forth
in Section 2, upon execution by the parties hereto in the space provided for
that purpose below, the Loan Agreement shall be, and it hereby is, amended as
follows:

     (a) The date "December 19, 2001" appearing in clause (iv) of the defined
term  "Bank Termination Date" apearing in Section 1.1 of the Loan Agreement is
deleted and replaced with the date "February 19, 2002."

     (b) The date "December 23, 2001" appearing in clause (i) of the defined
term  "Loan Amortization Date" apearing in Section 1.1 of the Loan Agreement is
deleted and replaced with the date "February 19, 2002."

     (c)  The date "December 19, 2001" appearing
in clause   of the defined term
"Program LOC Provider Termination Date" appearing in Section 1.1 of the Loan
Agreement is deleted and replaced with the daate "February 19, 2002."

     SECTION 2. The effectiveness of this Amendment is subject to the
satisfaction of all of the following conditions precedent:

     (a)  Each of the parties hereto shall have accepted this Amendment in the
spaces provided for that purpose below.

     (b)  All other legal matters incident to the execution and delivery hereof
and to the transactions contemplated hereby shall be satisfactory to the Agent.

     SECTION 3. The Loan Agreement, as amended and supplemented hereby or as
contemplated herein, and all rights and power 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 counterpart, each
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:

                         WINDMILL FUNDING CORPORATION

                         By:
                         Title:

                         BWA RECEIVABLES CORPORATION

                         By:
                         Title:

                         BORGWARNER INC.

                         By:
                         Title: