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                          BORG-WARNER AUTOMOTIVE, INC.
                            (a Delaware corporation)


                         900,000 Shares of Common Stock




                        INTERNATIONAL PURCHASE AGREEMENT



Dated: July __, 1996



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                          BORG-WARNER AUTOMOTIVE, INC.
                            (a Delaware corporation)


                         900,000 Shares of Common Stock
                           (Par Value $.01 Per Share)


                        INTERNATIONAL PURCHASE AGREEMENT


                                 July __, 1996


MERRILL LYNCH INTERNATIONAL
LEHMAN BROTHERS INTERNATIONAL (EUROPE)
MORGAN STANLEY & CO. INTERNATIONAL LIMITED
    As Representatives of the several International Underwriters
c/o Merrill Lynch International
Ropemaker Place
25 Ropemaker Street
London EC2 Y9LY

Ladies and Gentlemen:

                 The stockholders of Borg-Warner Automotive, Inc., a Delaware
corporation (the "Company"), named in Schedule A (collectively, the "Selling
Stockholders") propose to sell severally and not jointly to the underwriters
named in Schedule B (collectively, the "International Underwriters", which
shall also include any person substituted for an International Underwriter
under Section 11 hereof), for whom you are acting as representatives (the
"International Representatives"), an aggregate of 900,000 outstanding shares of
Common Stock of the Company, par value $.01 per share (shares of which class of
stock of the Company are hereinafter referred to as "Common Stock").  Such
shares of Common Stock are to be sold to each International Underwriter, acting
severally and not jointly, in such amounts as are set forth in Schedule B
hereto opposite the name of such International Underwriter.  The Selling
Stockholders also grant to the International Underwriters, severally and not
jointly, the option described in Section 2 to purchase all or any part of
135,000 additional shares of Common Stock to cover over-allotments.  The
aforesaid 900,000 shares of Common Stock (the "Initial International Shares"),
together with
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                                       2

all or any part of the 135,000 additional shares of Common Stock subject to the
option described in Section 2 (the "International Option Shares"), are
collectively herein called the "International Shares".  The International
Shares are more fully described in the International Prospectus referred to
below.

                 It is understood that the Company is concurrently entering
into an agreement, dated the date hereof (the "U.S.  Purchase Agreement"),
providing for the sale by the Selling Stockholders of 3,600,000 shares of
Common Stock (the "Initial U.S.  Shares") through arrangements with certain
underwriters within the United States and Canada (the "U.S. Underwriters"), for
whom Merrill Lynch, Pierce, Fenner & Smith Incorporated, Lehman Brothers Inc.
and Morgan Stanley & Co. Incorporated are acting as representatives (the "U.S.
Representatives").  It is further understood that the Selling Stockholders are
concurrently granting the U.S. Underwriters an option to purchase all or any
part of 540,000 additional shares of Common Stock (the "U.S. Option Shares")
from the Selling Stockholders to cover over-allotments.  The U.S. Shares and
the U.S. Option Shares are hereinafter collectively referred to as the "U.S.
Shares".  The International Shares and the U.S. Shares are hereinafter
collectively referred to as the "Shares".

                 The Company understands that the International Underwriters
will simultaneously enter into an agreement with the U.S. Underwriters dated
the date hereof (the "Intersyndicate Agreement") providing for the coordination
of certain transactions among the International Underwriters and the U.S.
Underwriters, under the direction of Merrill Lynch, Pierce, Fenner & Smith
Incorporated.

                 You have advised us that you and the other International
Underwriters, acting severally and not jointly, desire to purchase the
International Shares and that you have been authorized by the other
International Underwriters to execute this Agreement and the International
Price Determination Agreement referred to below on their behalf.

                 The price to the public per share for the International Shares
and the purchase price per share for the International Shares shall be agreed
upon by the Selling Stockholders and the International Representatives, acting
on behalf of the several International Underwriters, and such agreement shall
be set forth in a separate written instrument substantially in the form of
Exhibit A hereto (the "International Price Determination Agreement").  The
International Price Determination Agreement may take the form of an exchange of
any standard form of written telecommunication between the Selling Stockholders
and the International Representatives and shall specify such applicable
information as is indicated in Exhibit A hereto.  The offering of the
International Shares will be governed by this Agreement, as supplemented by the
International Price Determination Agreement.  From and after the date of the
execution and delivery of the International Price Determination Agreement, this
Agreement shall be deemed to incorporate, and all reference
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                                       3

herein to "this Agreement" shall be deemed to include, the International Price
Determination Agreement.

                 The Company has prepared and filed with the Securities and
Exchange Commission (the "Commission") a registration statement on Form S-3
(Registration No. 333-06041) covering the registration of the Shares under the
Securities Act of 1933, as amended (the "1933 Act"), including the related
preliminary prospectuses, and either (A) has prepared and proposes to file,
prior to the effective date of such registration statement, an amendment to
such registration statement, including final prospectuses, or (B) if the
Company has elected to rely upon Rule 430A ("Rule 430A") of the rules and
regulations of the Commission under the 1933 Act (the "1933 Act Regulations"),
will prepare and file prospectuses, in accordance with the provisions of Rule
430A and Rule 424(b) ("Rule 424(b)") of the 1933 Act Regulations, promptly
after execution and delivery of the U.S. Price Determination Agreement.  Two
forms of prospectus are to be used in connection with the offering and sale of
the Shares:  one relating to the International Shares (the "Form of
International Prospectus") and one relating to the U.S. Shares (the "Form of
U.S. Prospectus").  The Form of U.S.  Prospectus is identical to the Form of
International. Prospectus, except for the front cover page, inside front cover
page, the section captioned "Underwriting" and the back cover page.
Additionally, if the Company has elected to rely upon Rule 434 ("Rule 434") of
the 1933 Act Regulations, the Company will prepare and file a term sheet (a
"Term Sheet") in accordance with the provisions of Rule 434 and Rule 424(b),
promptly after execution and delivery of the International Price Determination
Agreement.  The information, if any, included in such prospectuses that was
omitted from any prospectuses included in such registration statement at the
time it becomes effective but that is deemed, (i) pursuant to paragraph (b) of
Rule 430A, to be part of such registration statement at the time it becomes
effective is referred to herein as the "Rule 430A Information", and (ii)
pursuant to paragraph (d) of Rule 434, to be part of such registration
statement at the time it becomes effective is referred to herein as "Rule 434
Information".  Each Form of International Prospectus and Form of U.S.
Prospectus used before the time such registration statement becomes effective,
and any Form of International Prospectus and Form of U.S. Prospectus that omits
the Rule 430A Information or the Rule 434 Information, if applicable, that is
used after such effectiveness and prior to the execution and delivery of the
International Price Determination Agreement or the U.S. Price Determination
Agreement, is herein called a "preliminary prospectus".  Such registration
statement, including the exhibits thereto and the documents incorporated by
reference therein pursuant to Item 12 of Form S-3 under the 1933 Act ("Item
12"), as amended, and Rule 412 of the 1933 Act Regulations ("Rule 412") at the
time it becomes effective and including, if applicable, the Rule 430A
Information or the Rule 434 Information, is herein called the "Original
Registration Statement".  Any registration statement filed pursuant to Rule
462(b) of the 1933 Act Regulations is herein referred to as the "Rule 462(b)
Registration Statement", and the Original Registration Statement and any Rule
462(b) Registration Statement are herein referred to collectively as the
"Registration Statement".  The Form of International
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                                       4

Prospectus and Form of U.S. Prospectus, including the documents incorporated by
reference therein pursuant to Item 12 and Rule 412, included in the Original
Registration Statement at the time it becomes effective, are herein called the
"International Prospectus" and the "U.S. Prospectus", respectively, and,
collectively, the "Prospectuses", and, individually, a "Prospectus", except
that, (i) if the final International Prospectus or U.S. Prospectus, as the case
may be, first furnished to the International Underwriters or the U.S.
Underwriters after the execution of the International Price Determination
Agreement or the U.S. Price Determination Agreement for use in connection with
the offering of the Shares differs from the prospectuses included in the
Original Registration Statement at the time it becomes effective (whether or
not such prospectus is required to be filed pursuant to Rule 424(b)), the terms
"International Prospectus", "U.S. Prospectus", "Prospectuses" and "Prospectus"
shall refer to the final International Prospectus or U.S. Prospectus first
furnished to the International Underwriters or the U.S. Underwriters, as the
case may be, for such use, and (ii) if Rule 434 is relied upon, the terms
"International Prospectus", "U.S.  Prospectus", "Prospectuses" and "Prospectus"
shall refer to the preliminary International Prospectus or U.S. Prospectus last
furnished to the International Underwriters or the U.S. Underwriters, as the
case may be, in connection with the offering of the Shares, in each case
together with the Term Sheet.

                 The Company and the Selling Stockholders understand that the
International Underwriters propose to make a public offering of the
International Shares as soon as you deem advisable after the Registration
Statement becomes effective and the International Price Determination Agreement
has been executed and delivered.

                 Section 1.  Representations and Warranties.  (a)  The Company
represents and warrants to and agrees with each of the International
Underwriters and each of the Selling Stockholders that:

                 (i) The Company meets the requirements for use of Form S-3
         under the 1933 Act and when the Registration Statement or any
         post-effective amendment thereto shall become effective and at all
         times subsequent thereto up to the Closing Time referred to below
         (and, if any International Option Shares are purchased, up to the Date
         of Delivery referred to below), (A) the Registration Statement and the
         Prospectuses, including any amendments and supplements thereto, will
         comply in all material respects with the requirements of the 1933 Act
         and the 1933 Act Regulations; (B) neither the Registration Statement
         nor any amendment or supplement thereto will contain an untrue
         statement of a material fact or omit to state a material fact required
         to be stated therein or necessary to make the statements therein not
         misleading; (C) neither of the Prospectuses nor any amendment or
         supplement thereto will include an untrue statement of a material fact
         or omit to state a material fact necessary in order to make the
         statements therein, in the light of the circumstances under which they
         were made, not misleading; and (D) if Rule 434 is relied upon, the
         Prospectuses
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                                       5

         shall not be "materially different", as such term is used in Rule 434,
         from the prospectuses included in the Registration Statement at the
         time it becomes effective; except that this representation and
         warranty does not apply to statements or omissions made in reliance
         upon and in conformity with information furnished in writing to the
         Company by or on behalf of any International Underwriter or U.S.
         Underwriter through you or the U.S. Representatives expressly for use
         in the Registration Statement or the Prospectuses or any amendment or
         supplement thereof.

                 (ii)     The documents incorporated by reference in the
         Prospectuses pursuant to Item 12 of Form S-3 under the 1933 Act, at
         the time they were filed with the Commission, complied in all material
         respects with the requirements of the Securities Exchange Act of 1934,
         as amended (the "1934 Act"), and the rules and regulations of the
         Commission thereunder (the "1934 Act Regulations"), and, when read
         together and with the other information in the Prospectus, at the time
         the Registration Statement becomes effective and at all times
         subsequent thereto up to the Closing Time (as hereinafter defined)
         (and, if any Option Shares are purchased, up to the Date of Delivery
         (as hereinafter defined)), will not contain an untrue statement of a
         material fact or omit to state a material fact required to be stated
         therein or necessary in order to make the statements therein not
         misleading.

                 (iii)    (A) Deloitte & Touche LLP, who have certified the
         financial statements of the Company and the schedules included or
         incorporated by reference in the Registration Statement and
         Prospectuses, (B) KPMG Peat Marwick, who have certified the financial
         statements of NSK-Warner K.K. ("NSK-Warner") included or incorporated
         by reference in the Registration Statement and the Prospectuses and
         (C) Arthur Andersen LLP, who have certified the financial statements
         of Holley Automotive Inc, Holley Automotive Group, Ltd., Holley
         Automotive Systems GmbH, Coltec Automotive Inc, and Performance
         Friction Products, a division of Stemco Inc, an indirect, wholly-owned
         subsidiary of Coltec Industries Inc.  (collectively, the "Coltec
         Subsidiaries"), included or incorporated by reference in the
         Registration Statement and the Prospectuses, are independent public
         accountants as required by the 1933 Act and the 1933 Act Regulations.

                 (iv)     The Company has all requisite corporate power and
         authority to execute, deliver and perform its obligations under this
         Agreement; and this Agreement has been duly authorized, executed and
         delivered by the Company.

                 (v)      The consolidated financial statements and the related
         notes of the Company, its Subsidiaries (as defined below) and the
         Coltec Subsidiaries included or incorporated by reference in the
         Registration Statement present fairly the consolidated financial
         position of the Company, its Subsidiaries and the Coltec Subsidiaries
         as of the dates indicated and the consolidated results of operations
         and cash flows of the
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                                       6

         Company, its Subsidiaries and the Coltec Subsidiaries for the periods
         specified.  Such financial statements have been prepared in conformity
         with generally accepted accounting principles applied on a consistent
         basis throughout the periods involved (except as set forth in the
         notes thereto) and subject, in the case of any interim statements, to
         normal year-end audit adjustments.  The financial statement schedules,
         if any, included in the Registration Statement present fairly the
         information required to be stated therein.  The selected financial
         data included or incorporated by reference in the Prospectuses present
         fairly the information shown therein and have been compiled on a basis
         consistent with that of the audited consolidated financial statements
         included or incorporated by reference in the Registration Statement.
         The pro forma financial information included in the Prospectuses
         present fairly the information shown therein, has been prepared in
         accordance with the applicable requirements of Rule 11-02 of
         Regulation S-X, has been properly compiled on the pro forma bases
         described therein, and, in the opinion of the Company, the assumptions
         used in the preparation thereof are reasonable and the adjustments
         used therein are appropriate to give effect to the transactions or
         circumstances referred to therein.

                 (vi)     The Company is a corporation duly organized, validly
         existing and in good standing under the laws of the State of Delaware
         with corporate power and authority under such laws to own, lease and
         operate its properties and conduct its business as described in the
         Prospectuses.  The Company is duly qualified to transact business as a
         foreign corporation and is in good standing in each other jurisdiction
         in which it owns or leases property of a nature, or transacts business
         of a type, that would make such qualification necessary, except to the
         extent that the failure to so qualify or be in good standing would not
         have a material adverse effect on the Company and the Subsidiaries,
         considered as one enterprise.

                 (vii)    The Company's only subsidiaries are set forth in
         Exhibit B hereto (each such corporation is referred to herein as a
         "Subsidiary" and, collectively, the "Subsidiaries").  Each Subsidiary
         is a corporation duly organized, validly existing and in good standing
         under the laws of the jurisdiction of its incorporation with corporate
         power and authority under such laws to own, lease and operate its
         properties and conduct its business; and each Subsidiary is duly
         qualified to transact business as a foreign corporation and is in good
         standing in each other jurisdiction in which it owns or leases
         property of a nature, or transacts business of a type, that would make
         such qualification necessary, except to the extent that the failure to
         so qualify or be in good standing would not have a material adverse
         effect on the Company and the Subsidiaries, considered as one
         enterprise.  All of the outstanding shares of capital stock of each
         Subsidiary have been duly authorized and validly issued and are fully
         paid and non-assessable and are owned by the Company, directly or
         through one or more of the Subsidiaries, in the percentages set forth
         in Exhibit B hereto, free and
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                                       7

         clear of any pledge, lien, security interest, charge, claim, equity or
         encumbrance of any kind.

                 (viii)   The Company had at the date indicated a duly
         authorized and outstanding capitalization as set forth in the
         Prospectuses under the caption "Capitalization".

                 (ix)     The Shares have been duly authorized and validly
         issued and are fully paid and non-assessable; no holder thereof will
         be subject to personal liability by reason of being such a holder; and
         such Shares are not subject to the preemptive rights of any
         stockholder of the Company.

                 (x) All of the other outstanding shares of capital stock of
         the Company have been duly authorized and validly issued and are fully
         paid and non-assessable; no holder thereof is or will be subject to
         personal liability by reason of being such a holder; and none of the
         outstanding shares of capital stock of the Company was issued in
         violation of the preemptive rights of any stockholder of the Company.

                 (xi)     Since the respective dates as of which information is
         given in the Registration Statement and the Prospectuses, except as
         described in the Registration Statement or any amendment or supplement
         thereto, there has not been (A) any material adverse change in the
         condition (financial or otherwise), results of operations, business
         affairs or business prospects of the Company and the Subsidiaries,
         considered as one enterprise, whether or not arising in the ordinary
         course of business, (B) any transaction entered into by the Company or
         any Subsidiary, other than in the ordinary course of business, that is
         material to the Company and the Subsidiaries, considered as one
         enterprise, or (C) any dividend or distribution of any kind declared,
         paid or made by the Company on its capital stock, other than regular
         quarterly cash dividends declared or paid on its Common Stock.

                 (xii)    Neither the Company nor any of its Subsidiaries is in
         violation of its certificate of incorporation or in default in the
         performance or observance of any obligation, agreement, covenant or
         condition contained in any indenture, mortgage, loan agreement, note,
         lease or other agreement or instrument to which it is a party or by
         which it may be bound or to which any of its properties may be
         subject, except for such defaults that would not have a material
         adverse effect on the condition (financial or otherwise), results of
         operations, business affairs or business prospects of the Company and
         the Subsidiaries, considered as one enterprise.  The execution and
         delivery of this Agreement and the U.S. Purchase Agreement by the
         Company, the consummation by the Company of the transactions
         contemplated in this Agreement, the U.S.  Purchase Agreement, and the
         Registration Statement and compliance by the Company with the terms of
         this Agreement and the U.S. Purchase Agreement have
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                                       8

         been duly authorized by all necessary corporate action on the part of
         the Company and do not violate and will not result in any violation of
         the certificate of incorporation or by-laws of the Company or any
         Subsidiary, and do not and will not conflict with, or result in a
         breach of any of the terms or provisions of, or constitute a default
         under, or result in the creation or imposition of any lien, charge or
         encumbrance upon any property or assets of the Company or any
         Subsidiary under (A) any indenture, mortgage, loan agreement, note,
         lease or other agreement or instrument to which the Company or any
         Subsidiary is a party or by which any of them may be bound or to which
         any of their properties may be subject, except for such conflicts,
         breaches or defaults or liens, charges or encumbrances that in the
         aggregate would not have a material adverse effect on the condition
         (financial or otherwise), results of operations, business affairs or
         business prospects of the Company and the Subsidiaries, considered as
         one enterprise or (B) any existing applicable law, rule, regulation,
         judgment, order or decree of any government, governmental
         instrumentality or court, domestic or foreign, having jurisdiction
         over the Company or any Subsidiary or any of their respective
         properties, except for such conflicts, breaches or defaults or liens,
         charges or encumbrances that in the aggregate would not have a
         material adverse effect on the condition (financial or otherwise),
         results of operations, business affairs or business prospects of the
         Company and the Subsidiaries, considered as one enterprise.

                 (xiii)   No authorization, approval, consent or license of, or
         any material filing with, any government, governmental instrumentality
         or court, domestic or foreign (other than under the 1933 Act and the
         1933 Act Regulations and the securities or Blue Sky laws of the
         various states, the securities laws of Canada and its provinces and
         the securities laws of any jurisdiction outside the United States in
         which International Shares are offered or sold by the International
         Underwriters pursuant to this Agreement), is legally required for the
         valid authorization, issuance, sale and delivery of the Shares.

                 (xiv)    Except as disclosed or incorporated by reference in
         the Prospectuses, there is no action, suit or proceeding before or by
         any government, governmental instrumentality or court, domestic or
         foreign, now pending or, to the knowledge of the Company, threatened
         against the Company or any Subsidiary that is required to be disclosed
         in the Prospectuses or that could result in any material adverse
         change in the condition (financial or otherwise), results of
         operations, business affairs or business prospects of the Company and
         its Subsidiaries, considered as one enterprise, or that could
         reasonably be expected to adversely affect the consummation of the
         transactions contemplated by this Agreement and the U.S. Purchase
         Agreement.

                 (xv)     There are no contracts or documents of a character
         required pursuant to the 1933 Act to be described in the Registration
         Statement or the Prospectuses or to
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                                       9

         be filed as exhibits to the Registration Statement that are not
         described and filed as required.

                 (xvi)    Each of the Company and the Subsidiaries has good and
         marketable title to all properties and assets described in the
         Prospectuses as owned by it, free and clear of all liens, charges,
         encumbrances or restrictions, except such as (A) are described in the
         Prospectuses or (B) are neither material in amount nor materially
         significant in relation to the business of the Company and the
         Subsidiaries, considered as one enterprise; all of the leases and
         subleases material to the business of the Company and the
         Subsidiaries, considered as one enterprise, and under which the
         Company or any Subsidiary holds properties described in the
         Prospectuses, are in full force and effect, and neither the Company
         nor any Subsidiary has any notice of any material claim of any sort
         that has been asserted by anyone adverse to the rights of the Company
         or any Subsidiary under any of the leases or subleases mentioned
         above, or affecting or questioning the rights of such corporation to
         the continued possession of the leased or subleased premises under any
         such lease or sublease.

                 (xvii)   The Company and the Subsidiaries each owns, possesses
         or has obtained all material governmental licenses, permits,
         certificates, consents, orders, approvals and other authorizations,
         and has made all filings with all governmental authorities, necessary
         to own or lease, as the case may be, and to operate its properties and
         to carry on its business as presently conducted, and neither the
         Company nor any Subsidiary has received any notice of proceedings
         relating to revocation or modification of any such licenses, permits,
         certificates, consents, orders, approvals or authorizations, which,
         singly or in the aggregate, if not so owned, possessed or obtained or
         the subject of an unfavorable ruling, decision or finding, could
         materially adversely affect the condition (financial or otherwise),
         results of operations, business affairs or business prospects of the
         Company and the Subsidiaries, considered as one enterprise.

                 (xviii)  The Company and the Subsidiaries each owns or
         possesses, or can acquire on reasonable terms, adequate patents,
         patent licenses, trademarks, service marks and trade names necessary
         to carry on its business as presently conducted, and neither the
         Company nor any Subsidiary has received any notice of infringement of
         or conflict with asserted rights of others with respect to any
         patents, patent licenses, trademarks, service marks or trade names
         that in the aggregate, if the subject of an unfavorable decision,
         ruling or finding, could reasonably be expected to materially
         adversely affect the condition (financial or otherwise), results of
         operations, business affairs or business prospects of the Company and
         the Subsidiaries, considered as one enterprise.
<PAGE>   11
                                       10

                 (xix)    Except as disclosed in the Prospectuses, to the best
         knowledge of the Company, no labor problem exists with its employees
         or with employees of the Subsidiaries or is imminent that could
         reasonably be expected to materially adversely affect the Company and
         the Subsidiaries, considered as one enterprise and, to the knowledge
         of the Company, except as disclosed in the Prospectuses, the Company
         is not aware of any material existing or imminent labor dispute by the
         employees of any of its or the Subsidiaries' principal customers that
         could be expected to materially adversely affect the Company and the
         Subsidiaries, considered as one enterprise.

                 (xx)     The Company has not taken and will not take, directly
         or indirectly, any action designed to, or that might be reasonably
         expected to, cause or result in stabilization or manipulation of the
         price of the Common Stock.

                 (xxi)    Except as disclosed in the Registration Statement and
         except as would not individually or in the aggregate have a material
         adverse effect on the condition (financial or otherwise), results of
         operations, business affairs or business prospects of the Company and
         the Subsidiaries, considered as one enterprise, (A) the Company and
         the Subsidiaries are each in compliance with all applicable
         Environmental Laws, (B) the Company and the Subsidiaries have all
         permits, authorizations and approvals required under any applicable
         Environmental Laws and are each in compliance with their requirements,
         (C) there are no pending or threatened Environmental Claims against
         the Company or any Subsidiary, and (D) there are no circumstances with
         respect to any property or operations of the Company or the
         Subsidiaries that could reasonably be anticipated to form the basis of
         an Environmental Claim against the Company or the Subsidiaries.

                 For purposes of this Agreement, the following terms shall have
         the following meanings:  "Environmental Law" means any United States
         (or other applicable jurisdiction's) federal, state, local or
         municipal statute, law, rule, regulation, ordinance, code, policy or
         rule of common law and any judicial or administrative interpretation
         thereof including any judicial or administrative order, consent decree
         or judgment, relating to the environment, health, safety or any
         chemical, material or substance, exposure to which is prohibited,
         limited or regulated by any governmental authority.  "Environmental
         Claims" means any and all administrative, regulatory or judicial
         actions, suits, demands, demand letters, claims, liens, notices of
         noncompliance or violation, investigations or proceedings relating in
         any way to any Environmental Law.

                 (xxii)   All United States federal income tax returns of the
         Company (and any of the Subsidiaries, if not included in the Company's
         U.S. consolidated federal income tax return) required by law to be
         filed have been properly prepared and filed, and all taxes shown on
         such returns or otherwise assessed which are due and payable
<PAGE>   12
                                       11

         have been paid.  All of the Company's United States federal tax
         returns (and any of the Subsidiaries' tax returns, if applicable) for
         taxable periods through and including the 1990 federal taxable year
         have been audited by the Internal Revenue Service or the statute of
         limitations for such taxable years has run and thus, all taxes for
         such periods have been finally determined (excluding the effect of any
         net operating loss or credit carryovers to such periods).  All other
         tax returns of the Company and the Subsidiaries required to be filed
         pursuant to applicable foreign, state, local or other law have been
         filed, except insofar as the failure to file such returns would not
         have a material adverse effect on the condition (financial or
         otherwise), earnings, business affairs or business prospects of the
         Company and the Subsidiaries, considered as one enterprise.  The
         Company and the Subsidiaries have paid (or there has been paid on
         their behalf) all taxes which are due and for which no tax return is
         required.  There are no liens on any of the Company's or the
         Subsidiaries' assets for taxes, other than for taxes which have
         accrued but which are not yet due and payable.  Neither the Company
         nor any Subsidiary is liable for any taxes that are imposed on any
         other person or corporation (other than for taxes imposed on the
         Company or the Subsidiaries), except as set forth in Treasury
         Regulation 1.1502-6 with respect to prior consolidated groups of which
         the Company or its subsidiaries were members.

                 (xxiii)  With respect to each employee benefit plan, program
         and arrangement (including, without limitation, any "employee benefit
         plan" as defined in Section 3(3) of the Employee Retirement Income
         Security Act of 1974, as amended ("ERISA")) maintained or contributed
         to by the Company or any Subsidiary, or with respect to which the
         Company or any Subsidiary could incur any liability under ERISA
         (collectively, the "Benefit Plans"), no event has occurred and, to the
         best knowledge of the Company, there exists no condition or set of
         circumstances, in connection with which the Company or any Subsidiary
         could be subject to any liability under the terms of such Benefit
         Plans, applicable law (including, without limitation, ERISA and the
         Internal Revenue Code of 1986, as amended (the "Code")) or any
         applicable agreement (including, without limitation, the agreement
         dated as of January 14, 1993 (the "PBGC Agreement"), among the Pension
         Benefit Guaranty Corporation (the "PBGC"), the Company and Borg-Warner
         Security Corporation ("BWSC")), that could materially adversely affect
         the condition (financial or otherwise), results of operations,
         business affairs or business prospects of the Company and the
         Subsidiaries, considered as one enterprise.  The Company is in
         compliance in all respects with its obligations under the PBGC
         Agreement.

                 (xxiv)   The Company has obtained the written agreement, in
         the form previously furnished to you, of (A) each holder of at least
         1% of the outstanding shares of Common Stock who is a party to the
         Registration Rights Agreement dated as of January 27, 1993 among the
         Company and the Stockholders who are parties thereto (the
         "Registration Rights Agreement") that for a period beginning seven
         days
<PAGE>   13
                                       12

         before, and ending 180 days after, the effective date of the
         Registration Statement, not to effect any public sale or distribution,
         including any sale pursuant to Rule 144 under the 1933 Act, of Common
         Stock or any securities convertible into or exchangeable for Common
         Stock, or any rights or warrants to acquire Common Stock and (B)
         executive officers and directors of the Company that for a period
         beginning seven days before, and ending 180 days after, the effective
         date of the Registration Statement, such holders will not, without
         your prior written consent, directly or indirectly, sell, offer to
         sell, grant any option for the sale of, or otherwise dispose of, any
         Common Stock or securities convertible into or exchangeable or
         exercisable for Common Stock.

                 (xxv)     There are no persons, corporations, partnerships or
         other entities with registration or other similar rights to have any
         securities registered pursuant to the Registration Statement, except
         as disclosed in the Prospectuses.

                 (xxvi)    The Shares have been approved for listing on the New
         York Stock Exchange, Inc.

                 (b)       Each of the Selling Stockholders severally
represents and warrants to and agrees with each of the International
Underwriters as follows:

                 (i)       When the Registration Statement or any
         post-effective amendment thereto shall become effective, and at all
         times subsequent thereto up to the Closing Time (and, if any
         International Option Shares are purchased, at the Date of Delivery),
         (A) neither the Registration Statement nor any amendment or supplement
         thereto will contain an untrue statement of a material fact or omit to
         state a material fact required to be stated therein or necessary to
         make the statements therein not misleading, and (B) neither of the
         Prospectuses nor any amendment or supplement thereto will include an
         untrue statement of a material fact or omit to state a material fact
         necessary in order to make the statements therein, in the light of the
         circumstances under which they were made, not misleading; provided,
         however, that, as to each Selling Stockholder, the representations and
         warranties in this subsection (b)(i) apply only to statements or
         omissions made in reliance upon and in conformity with information
         furnished in writing to the Company by or on behalf of such Selling
         Stockholder, in its capacity as such, expressly for use in the
         Registration Statement or the Prospectuses.

                 (ii)      No authorization, approval, consent or license of,
         or any material filing with, any government, governmental
         instrumentality or court, domestic or foreign (other than under the
         1933 Act and the 1933 Act Regulations and the securities or Blue Sky
         laws of the various states, the securities laws of Canada and its
         provinces and the securities laws of any jurisdiction outside the
         United States in which
<PAGE>   14
                                       13

         the International Shares are offered and sold by the International
         Underwriters pursuant to this Agreement), is required for the
         consummation by such Selling Stockholder of the transactions
         contemplated in this Agreement or the U.S. Purchase Agreement,
         including, without limitation, the sale and delivery of the Shares.

                 (iv)      The execution and delivery of this Agreement and the
         U.S. Purchase Agreement and the consummation of the transactions
         contemplated in this Agreement and the U.S. Purchase Agreement will
         not result in (a) a breach by such Selling Stockholder of, or
         constitute a default by such Selling Stockholder under, any agreement
         or instrument or any decree, judgment or order to which such Selling
         Stockholder is a party or by which such Selling Stockholder is bound
         or the properties of such Selling Stockholder are subject or (b)
         violate (1) any provision of the certificate of incorporation, by-law,
         partnership agreement or comparable governing documents of such
         Selling Stockholder or any law, rule or regulation applicable to such
         Selling Stockholder or (2) to which its properties are subject (other
         than for the securities or Blue Sky laws of the various states, the
         securities laws of Canada and its provinces and the securities laws of
         any jurisdiction outside the United States in which the International
         Shares are offered or sold by the International Underwriters pursuant
         to this Agreement).

                 (v)       Such Selling Stockholder has good and marketable
         title to the Shares to be sold by such Selling Stockholder pursuant to
         this Agreement and the U.S. Purchase Agreement, free and clear of any
         pledge, lien, security interest, charge, claim, equity or encumbrance
         of any kind, other than pursuant to this Agreement, the U.S. Purchase
         Agreement, the Registration Rights Agreement, the Management
         Stockholders Agreement, dated January 27, 1993, the Investors
         Stockholders Agreement, dated January 27, 1993, the Management Stock
         Subscription Agreement, dated as of July 27, 1987, as amended as of
         January 1, 1989 and as of January 27, 1993, and the Replacement Stock
         Pledge Agreement, dated as of February 1, 1993; and such Selling
         Stockholder will at the Closing Time and, if any Option Shares are to
         be purchased on the Date of Delivery, have good and marketable title
         to the Shares to be sold by such Selling Stockholder pursuant to this
         Agreement and the U.S. Purchase Agreement, free and clear of any
         pledge, lien, security interest, charge, claim, equity or encumbrance
         of any kind; such Selling Stockholder has full right, power and
         authority to sell, transfer and deliver such Shares pursuant to this
         Agreement or the U.S. Purchase Agreement; and, upon delivery of such
         Shares and payment of the purchase price therefor as contemplated in
         this Agreement and the U.S. Purchase Agreement, each of the
         International Underwriters and the U.S. Underwriters, as the case may
         be, will receive good and marketable title to the Shares purchased by
         it from such Selling Stockholder, free and clear of any pledge, lien,
         security interest, charge, claim, equity or encumbrance of any kind.
<PAGE>   15
                                       14

                 (vi)      Certificates for all of the shares of Common Stock,
         or with respect to Selling Stockholders that own shares of the
         Company's Non-Voting Common Stock, par value $.01 per share, (the
         "Non-Voting Stock"), certificates for all of the Shares of Non-Voting
         Stock (accompanied by a written notice requesting conversion of such
         shares, which notice shall comply with Section 2(4)(iii) of the
         Company's Restated Certificate of Incorporation), to be sold by such
         Selling Stockholder pursuant to this Agreement and the U.S. Purchase
         Agreement, in suitable form for transfer by delivery or accompanied by
         duly executed instruments of transfer or assignment executed in blank,
         are available for delivery pursuant to this Agreement and the U.S.
         Purchase Agreement.

                 (vii)     Such Selling Stockholder has not taken and will not
         take, directly or indirectly, any action designed to, or that might be
         reasonably expected to, cause or result in stabilization or
         manipulation of the price of the Common Stock; and such Selling
         Stockholder has not distributed and will not distribute any prospectus
         or other offering material in connection with the offering and sale of
         the Shares other than any preliminary prospectus filed with the
         Commission or the Prospectuses or other material permitted by the 1933
         Act or the 1933 Act Regulations.

                 (viii)    Such Selling Stockholder, if such Selling
         Stockholder is not a natural person, is duly organized, validly
         existing and in good standing under the laws of its jurisdiction of
         incorporation or organization, as the case may be, with all necessary
         power and authority to enter into and perform each of this Agreement
         and the U.S. Purchase Agreement and to sell and deliver the Shares to
         the International Underwriters and the U.S. Underwriters, as the case
         may be, in accordance with each of this Agreement and the U.S.
         Purchase Agreement.

                 (c)       Any certificate signed by any officer of the Company
or any Subsidiary and delivered to you or to counsel for the International
Underwriters shall be deemed a representation and warranty by the Company to
each International Underwriter as to the matters covered thereby; and any
certificate signed by or on behalf of the Selling Stockholders as such and
delivered to you or to counsel for the International Underwriters shall be
deemed a representation and warranty by the Selling Stockholders to each
International Underwriter as to the matters covered thereby.

                 Section 2.  Sale and Delivery to the U.S. Underwriters;
Closing.  (a)  On the basis of the representations and warranties herein
contained, and subject to the terms and conditions herein set forth, each
Selling Stockholder agrees, severally and not jointly, to sell to each
International Underwriter the number of Initial International Shares set forth
opposite the name of such Selling Stockholder on Schedule A, and each
International Underwriter agrees, severally and not jointly, to purchase from
each Selling Stockholder, at the purchase price per share for the Initial
International Shares to be agreed upon by the U.S.
<PAGE>   16
                                       15

Representatives and the Selling Stockholders, in accordance with Section 2(b)
or 2(c) hereof, and set forth in the International Price Determination
Agreement, the number of Initial International Shares that bears the same
relation to 900,000 as the number of Initial International Shares set forth
opposite the name of such International Underwriter in Schedule B bears to the
total number of Initial International Shares (such proportion is hereinafter
referred to as such International Underwriter's "underwriting obligation
proportion"), subject to such adjustments as you in your discretion, shall make
to eliminate any sales or purchases of fractional shares.  If the Company
elects to rely on Rule 430A, Schedules A and B may be attached to the
International Price Determination Agreement.

                 (b)       If the Company has elected not to rely upon Rule
430A, the price to the public per share for the Initial International Shares
and the purchase price per share for the Initial International Shares to be
paid by the several International Underwriters shall be agreed upon and set
forth in the International Price Determination Agreement, dated the date
hereof, and an amendment to the Original Registration Statement containing such
per share price information will be filed before the Original Registration
Statement becomes effective.

                 (c)       If the Company has elected to rely upon Rule 430A,
the price to the public per share for the Initial International Shares and the
purchase price per share for the Initial International Shares to be paid by the
several International Underwriters shall be agreed upon and set forth in the
International Price Determination Agreement.  In the event that the
International Price Determination Agreement has not been executed by the close
of business on the fourteenth business day following the later of the date on
which the Original Registration Statement and any Rule 462(b) Registration
Statement becomes effective, this Agreement shall terminate forthwith, without
liability of any party to any other party except that Sections 7, 8 and 9 shall
remain in effect.

                 (d)       In addition, on the basis of the representations and
warranties herein contained, and subject to the terms and conditions herein set
forth, the Selling Stockholders hereby grant an option to the International
Underwriters, severally and not jointly, to purchase up to an aggregate of
135,000 additional International Option Shares, as set forth opposite such
Selling Stockholder's name on Schedule A, at the same purchase price per share
as shall be applicable to the Initial International Shares.  The option hereby
granted will expire 30 days after the later of the date upon which the Original
Registration Statement and any Rule 462(b) Registration Statement becomes
effective or, if the Company has elected to rely upon Rule 430A, the date of
the International Price Determination Agreement, and may be exercised, in whole
or in part (but not more than once), only for the purpose of covering
over-allotments that may be made in connection with the offering and
distribution of the Initial International Shares upon notice by the
International Representatives to the Selling Stockholders setting forth the
aggregate number of International Option Shares as to which the several
International Underwriters are exercising the option, and the time and date of
payment and delivery thereof.  Such time and date of delivery (the "Date of
Delivery") shall
<PAGE>   17
                                       16

be determined by the International Representatives but shall not be later than
seven full business days after the exercise of such option, nor in any event
prior to the Closing Time.  If the option is exercised as to only a portion of
the International Option Shares, the Selling Stockholders will sell their pro
rata portion of the International Option Shares to be purchased by the
International Underwriters.  If the option is exercised as to all or any
portion of the International Option Shares, the International Option Shares as
to which the option is exercised shall be purchased by the International
Underwriters, severally and not jointly, in their respective underwriting
obligation proportions except as otherwise provided in the International Price
Determination Agreement, subject to such adjustments as the International
Underwriters, in their discretion, shall make to eliminate any sales or
purchases of fractional shares.

                 (e)       Payment of the purchase price for, and delivery of
certificates for, the Initial International Shares shall be made at the offices
of Shearman & Sterling, 599 Lexington Avenue or 153 East 53rd Street, New York,
New York 10022, or at such other place as shall be agreed upon by the Company,
the Selling Stockholders and you, at 10:00 A.M. either (i) on the third full
business day after the later of the effective date of the Original Registration
Statement and any Rule 462(b) Registration Statement (or, if pricing of the
Shares occurs after 4:30 P.M. Eastern time, on the fourth full business day
thereafter), or (ii) if the Company has elected to rely upon Rule 430A, on the
third full business day after execution of the International Price
Determination Agreement (or, if pricing of the Shares occurs after 4:30 P.M.
Eastern time, on the fourth full business day thereafter) (unless, in either
case, postponed pursuant to Section 11 or 12), or at such other time not more
than ten full business days thereafter as you, the Selling Stockholders and the
Company shall determine (such date and time of payment and delivery being
herein called the "Closing Time").  In addition, in the event that any or all
of the International Option Shares are purchased by the International
Underwriters, payment of the purchase price for, and delivery of certificates
for, such International Option Shares shall be made at the offices of Shearman
& Sterling, 599 Lexington Avenue or 153 East 53rd Street, New York, New York
10022, or at such other place as the Company, the Selling Stockholders and you
shall determine, on the Date of Delivery as specified in the notice from you to
the Company.  Payment shall be made to the Selling Stockholders by wire
transfer in immediately available funds against delivery to you for the
respective accounts of the several International Underwriters of certificates
for the International Shares to be purchased by them.

                 (f)       Certificates for the Initial International Shares
and International Option Shares to be purchased by the International
Underwriters shall be in such denominations and registered in such names as you
may request in writing at least two full business days before the Closing Time
or the Date of Delivery, as the case may be.  The certificates for the Initial
International Shares and International Option Shares will be made available in
New York City for examination and packaging by you not later than 10:00 A.M. on
the business day prior to the Closing Time or the Date of Delivery, as the case
may be.
<PAGE>   18
                                       17


                 (g)       It is understood that each International Underwriter
has authorized you, for its account, to accept delivery of, receipt for, and
make payment of the purchase price for, the International Shares that it has
agreed to purchase.  You, individually and not as International
Representatives, may (but shall not be obligated to) make payment of the
purchase price for the Initial International Shares, or International Option
Shares, to be purchased by any International Underwriter whose check or checks
shall not have been received by the Closing Time or the Date of Delivery, as
the case may be.

                 Section 3.  Certain Covenants of the Company.  The Company
covenants with each International Underwriter as follows:

                 (a)       The Company will use its best efforts to cause the
         Registration Statement to become effective and, if the Company elects
         to rely upon Rule 430A and subject to Section 3(b) hereof, will comply
         with the requirements of Rule 430A and will notify the International
         Representatives immediately (i) when the Registration Statement, or
         any post-effective amendment to the Registration Statement, shall have
         become effective, or any supplement to the Prospectuses or any amended
         Prospectuses shall have been filed, (ii) of the receipt of any
         comments from the Commission, (iii) of any request by the Commission
         to amend the Registration Statement or amend or supplement any
         Prospectus or for additional information and (iv) of the issuance by
         the Commission of any stop order suspending the effectiveness of the
         Registration Statement or of any order preventing or suspending the
         use of any preliminary prospectus, or of the suspension of the
         qualification of the Shares for offering or sale in any jurisdiction,
         or of the institution or threatening of any proceedings for any of
         such purposes.  The Company will use every reasonable effort to
         prevent the issuance of any such stop order or of any order preventing
         or suspending such use and, if any such order is issued, to obtain the
         lifting thereof at the earliest possible moment.

                 (b)       The Company will not at any time file or make any
         amendment to the Registration Statement, (including any filing under
         Rule 462(b)), file a Term Sheet or file or make any amendment or
         supplement (i) if the Company has not elected to rely upon Rule
         430(A), to the Prospectuses (including amendments of the documents
         incorporated by reference into the Prospectuses) or (ii) if the
         Company has elected to rely upon Rule 430A, to either the prospectuses
         included in the Original Registration Statement at the time it becomes
         effective or to the Prospectuses (including amendments of the
         documents incorporated by reference into the Prospectuses or to the
         Prospectuses pursuant to Item 12 and Rule 412), of which you shall not
         have previously been advised and furnished a copy, or to which you or
         counsel for the International Underwriters shall reasonably object in
         writing.

                 (c)       The Company has furnished or will furnish to you and
         counsel for the International Underwriters, without charge, as many
         signed copies of the Registration
<PAGE>   19
                                       18

         Statement as originally filed and of all amendments thereto, whether
         filed before or after the Registration Statement becomes effective,
         copies of all exhibits and documents filed therewith (including
         documents incorporated by reference into the Prospectuses pursuant to
         Item 12 and Rule 412) and signed copies of all consents and
         certificates of experts, as you may reasonably request and has
         furnished or will furnish to you, for each other International
         Underwriter, one conformed copy of the Registration Statement as
         originally filed and of each amendment thereto (including documents
         incorporated by reference into the Prospectus but without exhibits).

                 (d)       The Company will deliver to each International
         Underwriter, without charge, from time to time until the later of the
         effective date of the Original Registration Statement and any Rule
         462(b) Registration Statement (or, if the Company has elected to rely
         upon Rule 430A, until the time the International Price Determination
         Agreement is executed and delivered), as many copies of each
         preliminary prospectus as such International Underwriter may
         reasonably request, and the Company hereby consents to the use of such
         copies for purposes permitted by the 1933 Act.  The Company will
         deliver to each International Underwriter, without charge, as soon as
         the Registration Statement shall have become effective (or, if the
         Company has elected to rely upon Rule 430A, as soon as practicable
         after the International Price Determination Agreement has been
         executed and delivered) and thereafter from time to time as requested
         during the period when the Prospectus is required to be delivered
         under the 1933 Act, such number of copies of the Prospectuses (as
         supplemented or amended) as such International Underwriter may
         reasonably request.

                 (e)       The Company will comply in all material respects
         with the 1933 Act and the 1933 Act Regulations and the 1934 Act and
         the 1934 Act Regulations so as to permit the completion of the
         distribution of the Shares as contemplated in this Agreement and in
         the Prospectuses.  If at any time when a prospectus is required by the
         1933 Act or the 1933 Act Regulations to be delivered in connection
         with sales of the Shares any event shall occur or condition exist as a
         result of which it is necessary, in the opinion of counsel for the
         International Underwriters or counsel for the Company, to amend the
         Registration Statement or amend or supplement any Prospectus in order
         that the Prospectuses will not include an untrue statement of a
         material fact or omit to state a material fact necessary in order to
         make the statements therein not misleading in the light of the
         circumstances existing at the time it is delivered to a purchaser, or
         if it shall be necessary, in the opinion of either such counsel, at
         any such time to amend the Registration Statement or amend or
         supplement any Prospectus in order to comply with the requirements of
         the 1933 Act or the 1933 Act Regulations, the Company will promptly
         upon becoming aware of such event or condition prepare and file with
         the Commission, subject to Section 3(b) hereof, such amendment or
         supplement as may be necessary to correct such untrue
<PAGE>   20
                                       19

         statement or omission or to make the Registration Statement or the
         Prospectuses comply with such requirements.

                 (f)       The Company will use its best efforts, in
         cooperation with the International Underwriters, to qualify the Shares
         for offering and sale under the applicable securities laws of such
         states and other jurisdictions as you may designate and to maintain
         such qualifications in effect for a period of not less than one year
         from the later of the effective date of the Original Registration
         Statement and any Rule 462(b) Registration Statement; provided,
         however, that the Company shall not be obligated to file any general
         consent to service of process or to qualify as a foreign corporation
         or as a dealer in securities in any jurisdiction in which it is not so
         qualified or to subject itself to taxation in respect of doing
         business in any jurisdiction in which it is not otherwise so subject.
         The Company will file such statements and reports as may be required
         by the laws of each jurisdiction in which the Shares have been
         qualified as above provided.

                 (g)       The Company will make generally available to its
         security holders as soon as practicable, but not later than 90 days
         after the close of the period covered thereby, an earnings statement
         of the Company (in form complying with the provisions of Rule 158 of
         the 1933 Act Regulations), covering a period of 12 months beginning
         after the later of the effective date of the Original Registration
         Statement and any Rule 462(b) Registration Statement and covering a
         period of 12 months beginning after the effective date of any
         post-effective amendment to the Registration Statement but not later
         than the first day of the Company's fiscal quarter next following such
         respective effective dates.

                 (h)       The Company, during the period when the Prospectuses
         are required to be delivered under the 1933 Act, will file promptly
         all documents required to be filed with the Commission pursuant to
         Section 13 or 14 of the 1934 Act subsequent to the time the
         Registration Statement becomes effective.

                 (i)       For a period of two years after the Closing Time,
         the Company will furnish to you and, upon request, to each
         International Underwriter, copies of all annual reports, quarterly
         reports and current reports filed with the Commission on Forms 10-K,
         10-Q and 8-K, or such other similar forms as may be designated by the
         Commission, and such other documents, reports and information as shall
         be furnished by the Company to its stockholders generally.

                 (j)       For a period of 180 days from the date hereof, the
         Company will not, without your prior written consent, directly or
         indirectly, sell, offer to sell, grant any option for the sale of, or
         otherwise dispose of, any Common Stock or securities convertible into
         Common Stock, other than to the International Underwriters pursuant
<PAGE>   21
                                       20

         to this Agreement and the U.S. Underwriters pursuant to the U.S.
         Purchase Agreement (except for options to purchase shares of Common
         Stock granted to the Company's officers, directors or employees in the
         ordinary course of business, consistent with past practice, or the
         exercise of such options and similar options currently outstanding).

                 (k)       If the Company has elected to rely upon Rule 430A,
         it will take such steps as it deems necessary to ascertain promptly
         whether the form of prospectus transmitted for filing under Rule
         424(b) was received for filing by the Commission and, in the event
         that it was not, it will promptly file such prospectus.

                 (l)       If the Company has elected to rely on Rule 434, it
         will comply with the requirements of Rule 434, and the Prospectuses
         will not be "materially different," as such term is used in Rule 434,
         from the prospectus included in the Registration Statement at the time
         it becomes effective.

                 (m)       If the Company elects to rely upon Rule 462(b), the
         Company shall both file a Rule 462(b) Registration Statement with the
         Commission in compliance with Rule 462(b) and pay the applicable fees
         in accordance with Rule 111 of the 1933 Act Regulations by the earlier
         of (i) 10:00 P.M. Eastern time on the date of theInternational Price
         Determination Agreement and (ii) the time confirmations are sent or
         given, as specified by Rule 462(b).

                 (n)       If applicable, the Company has complied and will
         comply with all the provisions of Florida H.B. 1771, codified as
         Section 517.075 of the Florida statutes, and all regulations
         promulgated thereunder relating to issuers doing business in Cuba.

                 Section 4.  Payment of Expenses.  The Company will pay and
bear all costs and expenses incident to the performance of the obligations of
the Company and of the Selling Stockholders under this Agreement, including (a)
the preparation, printing and filing of the Registration Statement (including
financial statements and exhibits), as originally filed and as amended, the
preliminary prospectuses and the Prospectuses and any amendments or supplements
thereto, and the cost of furnishing copies thereof to the International
Underwriters, (b) the preparation, printing and distribution of this Agreement
(except for the International Price Determination Agreement), the
Intersyndicate Agreement among the International Underwriters and U.S.
Underwriters, the Agreement Among International Underwriters and the Blue Sky
Survey (which shall not be typeset), (c) the delivery of the certificates for
the International Shares to the International Underwriters (except for any
stock transfer taxes payable upon the sale of the International Shares to the
International Underwriters, which shall be paid by the Selling Stockholders),
(d) the fees and disbursements of the Company's counsel and accountants and the
Selling Stockholders' counsel, (e) the qualification of the International
Shares under the applicable securities laws
<PAGE>   22
                                       21

in accordance with Section 3(f) and any filing for review of the offering with
the NASD, including filing fees and reasonable fees and disbursements of
Shearman & Sterling as counsel for the International Underwriters in connection
therewith, and in connection with the Blue Sky Survey and (f) the listing fees
and expenses incurred in connection with listing the Shares on the New York
Stock Exchange.

                 If this Agreement is terminated by you in accordance with the
provisions of Section 5, 10(a)(i) or 12, the Company shall reimburse the
International Underwriters for all their out-of-pocket expenses, including the
reasonable fees and disbursements of Shearman & Sterling as counsel for the
International Underwriters.

                 Section 5.  Conditions of International Underwriters'
Obligations.  In addition to the execution and delivery of the International
Price Determination Agreement, the obligations of the several International
Underwriters to purchase and pay for the International Shares that they have
respectively agreed to purchase pursuant to this Agreement (including any
International Option Shares as to which the option granted in Section 2 has
been exercised and the Date of Delivery determined by you is the same as the
Closing Time) are subject to the accuracy of the representations and warranties
of the Company and the Selling Stockholders contained herein (including those
contained in the International Price Determination Agreement) or in
certificates of any officer of the Company or any Subsidiary or certificates by
or on behalf of the Selling Stockholders delivered pursuant to the provisions
hereof, to the performance by the Company and the Selling Stockholders of their
obligations hereunder, and to the following further conditions:

                 (a)       The Original Registration Statement shall have
         become effective not later than 5:30 P.M. on the date of this
         Agreement or, with your consent, at a later time and date not later,
         however, than 5:30 P.M. on the first business day following the date
         hereof and if the Company has elected to rely upon Rule 462(b), the
         Rule 462(b) Registration Statement shall have become effective not
         later than the earlier of (i) 9:00 A.M. Eastern time on the day
         following the date of the International Price Determination Agreement,
         and (ii) the time confirmations are sent or given, as specified by
         Rule 462(b), or, with respect to the Original Registration Statement,
         at such later time or on such later date as you may agree to in
         writing with the approval of a majority in interest of the several
         International Underwriters; and at the Closing Time no stop order
         suspending the effectiveness of the Registration Statement shall have
         been issued under the 1933 Act and no proceedings for that purpose
         shall have been instituted or shall be pending or, to your knowledge
         or the knowledge of the Company, shall be contemplated by the
         Commission, and any request made to the Company on the part of the
         Commission for additional information with respect to the Registration
         Statement shall have been complied with to the satisfaction of
         Shearman & Sterling as counsel for the International Underwriters.  If
         the Company has elected to rely upon Rule 430A, prospectuses
         containing the Rule 430A
<PAGE>   23
                                       22

         Information shall have been filed with the Commission in accordance
         with Rule 424(b) (or a post-effective amendment providing such
         information shall have been filed and declared effective in accordance
         with the requirements of Rule 430A).  If the Company has elected to
         rely upon Rule 434, a Term Sheet, which together with the preliminary
         prospectus last furnished to the International Underwriters in
         connection with the offering of the Shares shall not be "materially
         different," as such term is used in Rule 434, from the prospectus
         included in the Original Registration Statement at the time it becomes
         effective, shall have been filed with the Commission in accordance
         with Rule 424(b).

                 (b)       At the Closing Time, you shall have received a
         signed opinion of Wachtell, Lipton, Rosen & Katz, special counsel for
         the Company, dated as of the Closing Time, together with signed or
         reproduced copies of such opinion for each of the other International
         Underwriters, in form and substance reasonably satisfactory to counsel
         for the International Underwriters, in the form set forth in Exhibit C
         hereto.

                 (c)       At the Closing Time, you shall have received a
         signed opinion of Laurene H. Horiszny, Esq., Vice President, Secretary
         and General Counsel for the Company, dated as of the Closing Time,
         together with signed or reproduced copies of such opinion for each of
         the other International Underwriters, in form and substance reasonably
         satisfactory to counsel for the International Underwriters, in the
         form set forth in Exhibit D hereto.

                 (d)       At the Closing Time, you shall have received a
         signed opinion of NSK-Warner's Japanese counsel, dated as of the
         Closing Time, together with signed or reproduced copies of such
         opinion for each of the other International Underwriters, in form and
         substance reasonably satisfactory to counsel for the International
         Underwriters, in the form set forth in Exhibit E hereto.

                 (e)       At the Closing Time you shall have received a signed
         opinion of the attorneys listed on Schedule C attached hereto for the
         Selling Stockholders specified opposite such attorney's name, each
         dated as of the Closing Time, together with signed or reproduced
         copies of such opinion for each of the other International
         Underwriters, in form and substance reasonably satisfactory to counsel
         for the International Underwriters, each, with respect to the Selling
         Stockholders that such counsel represents, in the form set forth in
         Exhibit F hereto.

                 (f)       At the Closing Time, you shall have received the
         favorable opinion of Shearman & Sterling, counsel for the
         International Underwriters, dated as of the Closing Time, together
         with signed or reproduced copies of such opinion for each of the other
         International Underwriters, to the effect that the opinions delivered
         pursuant to Sections 5(b), 5(c), 5(d) and 5(e) hereof appear on their
         face to be appropriately
<PAGE>   24
                                       23

         responsive to the requirements of this Agreement except, specifying
         the same, to the extent waived by you, and with respect to the
         incorporation and legal existence of the Company, this Agreement, the
         Registration Statement, the Prospectuses and such other related
         matters as you may require.  In giving such opinion such counsel may
         rely, as to all matters governed by the laws of jurisdictions other
         than the law of the State of New York, the federal law of the United
         States and the General Corporation Law of the State of Delaware, upon
         the opinions of counsel satisfactory to you.  Such counsel may also
         state that, insofar as such opinion involves factual matters, they
         have relied, to the extent they deem proper, upon certificates of
         officers of the Company and the Subsidiaries and the Selling
         Stockholders and certificates of public officials.

                 (g)       At the Closing Time, (i) the Registration Statement
         and the Prospectuses, as they may then be amended or supplemented,
         shall comply in all material respects with the requirements of the
         1933 Act and the 1933 Act Regulations, the Company shall have complied
         in all material respects with Rule 430A (if it shall have elected to
         rely thereon) and Rule 434 (if it shall have elected to rely thereon)
         and neither the Registration Statement nor the Prospectuses, as they
         may then be amended or supplemented, shall contain an untrue statement
         of a material fact or omit to state a material fact required to be
         stated therein or necessary to make the statements therein not
         misleading, (ii) there shall not have been, since the respective dates
         as of which information is given in the Registration Statement, any
         material adverse change in the condition (financial or otherwise),
         results of operations, business affairs or business prospects of the
         Company and the Subsidiaries, considered as one enterprise, whether or
         not arising in the ordinary course of business, (iii) no action, suit
         or proceeding at law or in equity shall be pending or, to the
         knowledge of the Company, threatened against the Company or any
         Subsidiary that would be required to be set forth in the Prospectuses
         other than as set forth therein and no proceedings shall be pending
         or, to the knowledge of the Company, threatened against the Company or
         any Subsidiary before or by any federal, state or other commission,
         board or administrative agency wherein an unfavorable decision, ruling
         or finding could materially adversely affect the condition (financial
         or otherwise), results of operations, business affairs or business
         prospects of the Company and the Subsidiaries, considered as one
         enterprise, other than as set forth in the Prospectuses, (iv) the
         Company shall have complied with all agreements and satisfied all
         conditions set forth in this Agreement on its part to be performed or
         satisfied at or prior to the Closing Time and (v) the other
         representations and warranties of the Company set forth in Section
         1(a) shall be accurate as though expressly made at and as of the
         Closing Time.  At the Closing Time, you shall have received a
         certificate of the President or a Vice President, and the Treasurer or
         an Assistant Treasurer, of the Company, dated as of the Closing Time,
         to such effect.
<PAGE>   25
                                       24

                 (h)       At the Closing Time, the representations and
         warranties of each Selling Stockholder set forth in Section 1(b) shall
         be accurate as though expressly made at and as of the Closing Time.
         At the Closing Time, you shall have received a certificate of or on
         behalf of each Selling Stockholder, dated as of the Closing Time, to
         such effect with respect to such Selling Stockholder.

                 (i)       At the time that this Agreement is executed by the
         Company, you shall have received from Deloitte & Touche LLP a letter,
         dated such date, in form and substance satisfactory to you, together
         with signed or reproduced copies of such letter for each of the other
         International Underwriters, confirming that they are independent
         public accountants with respect to the Company within the meaning of
         the 1933 Act and the applicable published 1933 Act Regulations, and
         stating in effect that:

                           (i)    in their opinion, the audited financial
                 statements and the related financial statement schedules
                 included or incorporated by reference in the Registration
                 Statement and the Prospectuses comply as to form in all
                 material respects with the applicable accounting requirements
                 of the 1933 Act and the 1933 Act Regulations;

                           (ii)   on the basis of procedures (but not an
                 examination in accordance with generally accepted auditing
                 standards) consisting of a reading of the unaudited interim
                 consolidated financial statements of the Company included or
                 incorporated by reference in the Registration Statement and
                 the Prospectuses (collectively, the "10-Q Financials"), a
                 reading of the latest available unaudited interim consolidated
                 financial statements of the Company, a reading of the minutes
                 of all meetings of the stockholders and directors of the
                 Company and the Subsidiaries and each Committee of the
                 Company's Board of Directors and of each Committee of the
                 Board of Directors of any Subsidiary since January 1, 1996,
                 inquiries of certain officials of the Company and the
                 Subsidiaries responsible for financial and accounting matters,
                 and such other inquiries and procedures as may be specified in
                 such letter, nothing came to their attention that caused them
                 to believe that:

                                  (A)      the 10-Q Financials incorporated by
                           reference in the Registration Statement and the
                           Prospectuses do not comply as to form in all
                           material respects with the accounting requirements
                           of the 1934 Act and the 1934 Act Regulations
                           applicable to unaudited financial statements
                           included in Form 10-Q or any material modifications
                           should be made to the 10-Q Financials included or
                           incorporated by reference in the Registration
                           Statement and the Prospectuses for them to be in
                           conformity with generally accepted accounting
                           principles;
<PAGE>   26
                                       25

                                  (B)      at May 31, 1996 and at a specified
                           date not more than five days prior to the date of
                           this Agreement, there was any change in the common
                           stock of the Company and the Subsidiaries or any
                           decrease in the consolidated net current assets or
                           stockholders' equity of the Company and the
                           Subsidiaries or any increase in long-term debt of
                           the Company and the Subsidiaries, in each case as
                           compared with amounts shown in the latest
                           consolidated balance sheet included in the
                           Registration Statement, except in each case for
                           changes, decreases or increases that the
                           Registration Statement discloses have occurred or
                           may occur; or

                                  (C)      for the period from April 1, 1996 to
                           May 31, 1996 and for the period from April 1, 1996
                           to a specified date not more than five days prior to
                           the date of this Agreement, there was any decrease
                           in net sales, equity in affiliate earnings and other
                           income, earnings before interest and finance charges
                           and income taxes or net earnings, in each case as
                           compared with the comparable period in the preceding
                           year;

                           (iii)  based upon the procedures set forth in clause
                 (ii) above and a reading of the Selected Historical Financial
                 Data included in the Registration Statement and a reading of
                 the financial statements from which certain of such data were
                 derived, nothing has come to their attention that gives them
                 reason to believe that the Selected Historical Financial Data
                 included in the Registration Statement do not comply as to
                 form in all material respects with the applicable accounting
                 requirements of the 1933 Act and the 1933 Act Regulations,
                 that the information set forth therein is not fairly stated in
                 relation to the financial statements from which it was derived
                 or that the financial statements not included in the
                 Registration Statement from which certain of such data were
                 derived are not in conformity with generally accepted
                 accounting principles applied on a basis substantially
                 consistent with that of the audited financial statements
                 included in the Registration Statement; and

                           (iv)   they are unable to and do not express any
                 opinion on the Pro Forma Financial Data (the "Pro Forma
                 Statement") included in the Registration Statement or on the
                 pro forma adjustments applied to the historical amounts
                 included in the Pro Forma Statement; however, for purposes of
                 such letter they have:

                                  (A)      read the Pro Forma Statement;
<PAGE>   27
                                       26

                                  (B)      made inquiries of certain officials
                           of the Company and of the Coltec Subsidiaries who
                           have responsibility for financial and accounting
                           matters about the basis for their determination of
                           the pro forma adjustments and whether the Pro Forma
                           Statement complies as to form in all material
                           respects with the applicable accounting requirements
                           of Rule 11-02 of Regulation S-X; and

                                  (C)      proved the arithmetic accuracy of
                           the application of the pro forma adjustments to the
                           historical amounts in the Pro Forma Statement; and

                 on the basis of such procedures, and such other inquiries and
                 procedures as may be specified in such letter, nothing came to
                 their attention that caused them to believe that the Pro Forma
                 Statement included in the Registration Statement does not
                 comply as to form in all material respects with the applicable
                 requirements of Rule 11-02 of Regulation S-X or that the pro
                 forma adjustments have not been properly applied to the
                 historical amounts in the compilation of those statements;

                           (v)    in addition to the procedures referred to in
                 clause (ii) above, they have performed other specified
                 procedures, not constituting an audit, with respect to certain
                 amounts, percentages, numerical data and financial information
                 appearing in the Registration Statement, which have previously
                 been specified by you and which shall be specified in such
                 letter, and have compared certain of such items with, and have
                 found such items to be in agreement with, the accounting and
                 financial records of the Company.

                 (j)       At the time that this Agreement is executed by the
         Company, you shall have received from KPMG Peat Marwick a letter,
         dated such date, in form and substance satisfactory to you, together
         with signed or reproduced copies of such letter for each of the other
         International Underwriters, confirming that they are independent
         public accountants with respect to the NSK-Warner within the meaning
         of the 1933 Act and applicable published 1933 Act Regulations, and
         stating in effect that:

                           (i)    in their opinion, the audited financial
                 statements and the related financial statement schedules for
                 NSK-Warner included or incorporated by reference in the
                 Registration Statement and the Prospectuses comply as to form
                 in all material respects with the applicable accounting
                 requirements of the 1933 Act and the 1933 Act Regulations;

                           (ii)   they have read the latest available unaudited
                 interim consolidated financial statements of NSK-Warner, the
                 minutes of all meetings of the
<PAGE>   28
                                       27

                 stockholders and directors of NSK-Warner and each Committee of
                 the Board of Directors since April 1, 1996, inquired of
                 certain officials of NSK-Warner responsible for financial and
                 accounting matters, and made such other inquiries and
                 performed such other procedures as may be specified in such
                 letter, and officials of NSK-Warner stated that:

                                  (A)      at June 30, 1996 and at a specified
                           date not more than five days prior to the date of
                           this Agreement, there was no change in the common
                           stock of NSK-Warner or decrease in the net current
                           assets or stockholders' equity of NSK-Warner or
                           increase in the notes payable or long-term debt of
                           NSK-Warner, in each case as compared with amounts
                           shown in the latest balance sheet included or
                           incorporated by reference in the Registration
                           Statement; or

                                  (B)      for the period from April 1, 1996 to
                           June 30, 1996 and for the period from June 30, 1996
                           to a specified date not more than five days prior to
                           the date of this Agreement, there was no decrease in
                           sales, earnings before income taxes or net earnings,
                           in each case as compared with the corresponding
                           period in the preceding year.

                 (k)       At the time that this Agreement is executed, you
         shall have received from Arthur Andersen LLP a letter, dated such
         date, in form and substance satisfactory to you, together with signed
         or reproduced copies of such letter for each of the other U.S.
         Underwriters, confirming that they are independent public accountants
         with respect to the Coltec Subsidiaries and the Company within the
         meaning of the 1933 Act and applicable published 1933 Act Regulations,
         and stating in effect that:

                           (i)    in their opinion, the audited financial
                 statements and the related financial statement schedules for
                 the Coltec Subsidiaries included or incorporated by reference
                 in the Registration Statement and the Prospectuses comply as
                 to form in all material respects with the applicable
                 accounting requirements of the 1933 Act, the 1934 Act, the
                 1933 Act Regulations and the 1934 Act Regulations;

                           [(ii)  they have read the latest available unaudited
                 interim consolidated financial statements of the Coltec
                 Subsidiaries, the minutes of all meetings of the stockholders
                 and directors of the Coltec Subsidiaries and each Committee of
                 the Board of Directors since April 1, 1996, inquired of
                 certain officials of the Coltec Subsidiaries responsible for
                 financial and accounting matters, and made such other
                 inquiries and performed such other procedures as may be
                 specified in such letter, and officials of the Coltec
                 Subsidiaries stated that]:
<PAGE>   29
                                       28


                                  (A)      at June 17, 1996, there was no
                           change in the capital stock of the Coltec
                           Subsidiaries or any decrease in the consolidated net
                           current assets or stockholders' equity of the Coltec
                           Subsidiaries or any increase in long-term debt of
                           the Coltec Subsidiaries, in each case as compared
                           with amounts shown in the latest consolidated
                           balance sheet included or incorporated by reference
                           in the Registration Statement, except in each case
                           for changes, decreases or increases that the
                           Registration Statement discloses have occurred or
                           may occur; or

                                  (B)      for the period from April 1, 1996 to
                           May 31, 1996, there was no decrease in net sales,
                           earnings before income taxes or net earnings, in
                           each case as compared with the comparable period in
                           the preceding year, except in each case for any
                           decreases that the Registration Statement discloses
                           have occurred or may occur; and

                           (iii)  based upon the procedures set forth in clause
                 (ii) above, nothing has come to their attention that gives
                 them reason to believe that the information set forth in the
                 latest available unaudited interim consolidated financial
                 statements of the Coltec Subsidiaries is not fairly stated in
                 relation to the financial statements from which it was derived
                 or that the financial statements not included in the
                 Registration Statement from which certain of such data were
                 derived are not in conformity with generally accepted
                 accounting principles applied on a basis substantially
                 consistent with that of the audited financial statements
                 included in the Registration Statement.

                 (l)       At the Closing Time, you shall have received from
         each of Deloitte & Touche LLP, KPMG Peat Marwick and Arthur Andersen
         LLP a letter, in form and substance satisfactory to you and dated as
         of the Closing Time, to the effect that they reaffirm the statements
         made in the letters furnished pursuant to Sections 5(i), 5(j) and
         5(k), respectively, except that the specified date referred to shall
         be a date not more than five days prior to the Closing Time.

                 (m)       At the Closing Time, counsel for the International
         Underwriters shall have been furnished with all such documents,
         certificates and opinions as they may reasonably request for the
         purpose of enabling them to pass upon the sale of the Shares as
         contemplated in this Agreement and the matters referred to in Section
         5(f) and in order to evidence the accuracy and completeness of any of
         the representations, warranties or statements of the Company and the
         Selling Stockholders, the performance of any of the covenants of the
         Company, or the fulfillment of any of the conditions herein contained;
         and all proceedings taken by the Company and the Selling Stockholders
         at or prior to the Closing Time in connection with the sale of the
<PAGE>   30
                                       29

         Shares as contemplated in this Agreement shall be reasonably
         satisfactory in form and substance to you and to counsel for the
         International Underwriters.

                 (n)       The "lock-up" letters which are substantially in the
         form of Exhibit G attached hereto from (a) each executive officer or
         director of the Company and (b) each stockholder of the Company who
         (i) owns at least 1% of the outstanding shares of Common Stock and
         (ii) who is a party to the Registration Rights Agreement have been
         delivered to you on or before the date hereof.

                 If any of the conditions specified in this Section 5 shall not
have been fulfilled when and as required by this Agreement, this Agreement may
be terminated by you on notice to the Company and the Selling Stockholders at
any time at or prior to the Closing Time, and such termination shall be without
liability of any party to any other party, except as provided in Section 4
hereof.  Notwithstanding any such termination, the provisions of Sections 7, 8
and 9 herein shall remain in effect.

                 Section 6.  Conditions to Purchase of International Option
Shares.  In the event that the International Underwriters exercise their option
granted in Section 2 hereof to purchase all or any of the International Option
Shares and the Date of Delivery determined by you pursuant to Section 2 hereof
is later than the Closing Time, the obligations of the several International
Underwriters to purchase and pay for the U.S. Option Shares that they shall
have respectively agreed to purchase pursuant to this Agreement are subject to
the accuracy of the representations and warranties of the Company and the
Selling Stockholders herein contained, to the performance by the Company and
the Selling Stockholders of their obligations hereunder and to the following
further conditions:

                 (a)       The Registration Statement shall remain effective at
         the Date of Delivery, and, at the Date of Delivery, no stop order
         suspending the effectiveness of the Registration Statement shall have
         been issued under the 1933 Act and no proceedings for that purpose
         shall have been instituted or shall be pending or, to your knowledge
         or the knowledge of the Company, shall have been threatened by the
         Commission, and any request on the part of the Commission for
         additional information shall have been complied with to the reasonable
         satisfaction of counsel for the International Underwriters.

                 (b)       At the Date of Delivery, the provisions of Sections
         5(g)(i) through 5(g)(v) shall have been complied with at and as of the
         Date of Delivery and, at the Date of Delivery, you shall have received
         a certificate of the President or a Vice President, and the Treasurer
         or an Assistant Treasurer, of the Company, dated as of the Date of
         Delivery, to such effect.
<PAGE>   31
                                       30

                 (c)       At the Date of Delivery, you shall have received the
         favorable opinions of Wachtell, Lipton, Rosen & Katz, special counsel
         for the Company, Laurene H. Horiszny, General Counsel of the Company,
         NSK-Warner's Japanese counsel and counsel for the Selling
         Stockholders, together with signed or reproduced copies of such
         opinions for each of the other International Underwriters, in each
         case in form and substance reasonably satisfactory to counsel for the
         International Underwriters, dated as of the Date of Delivery, relating
         to the International Option Shares and otherwise to the same effect as
         the opinions required by Section 5(b), 5(c), 5(d) and 5(e),
         respectively.

                 (d)       At the Date of Delivery, you shall have received the
         favorable opinion of Shearman & Sterling, counsel for the
         International Underwriters, dated as of the Date of Delivery, relating
         to the International Option Shares and otherwise to the same effect as
         the opinion required by Section 5(f).

                 (e)       At the Date of Delivery, you shall have received a
         letter from each of  Deloitte & Touche LLP, KPMG Peat Marwick and
         Arthur Andersen LLP, in form and substance satisfactory to you and
         dated as of the Date of Delivery, to the effect that they reaffirm the
         statements made in the letters furnished pursuant to Section 5(i),
         5(j) and 5(k), respectively, except that the specified date referred
         to shall be a date not more than five days prior to the Date of
         Delivery.

                 (f)       At the Date of Delivery, you shall have received
         from each of the Selling Stockholders (or on their behalf)
         certificates substantially in the form of the certificates furnished
         to you pursuant to Section 5(h), except that such certificates shall
         be as of the Date of Delivery.

                 (g)       At the Date of Delivery, the representations and
         warranties of each Selling Stockholder set forth in Section 1(b)
         hereof shall be accurate as though expressly made at and as of the
         Date of Delivery.

                 (h)       At the Date of Delivery, counsel for the
         International Underwriters shall have been furnished with all such
         documents, certificates and opinions as they may reasonably request
         for the purpose of enabling them to pass upon the sale of the
         International Option Shares as contemplated in this Agreement and the
         matters referred to in Section 6(d) and in order to evidence the
         accuracy and completeness of any of the representations, warranties or
         statements of the Company or the Selling Stockholders, the performance
         of any of the covenants of the Company, or the fulfillment of any of
         the conditions herein contained; and all proceedings taken by the
         Company and the Selling Stockholders at or prior to the Date of
         Delivery in connection with the sale of the International Option
         Shares as contemplated in this
<PAGE>   32
                                       31

         Agreement shall be reasonably satisfactory in form and substance to
         you and to counsel for the International Underwriters.

                 Section 7.  Indemnification. (a)  The Company agrees to
indemnify and hold harmless each International Underwriter and each person, if
any, who controls any International Underwriter within the meaning of Section
15 of the 1933 Act to the extent and in the manner set forth in clauses (i),
(ii) and (iii) below.  In addition, each Selling Stockholder, severally and not
jointly (but only with respect to untrue statements or omissions, or alleged
untrue statements or omissions, made in the Registration Statement (or any
amendment thereto) in reliance upon and in conformity with written information
furnished by such Selling Stockholder, expressly for use in the Registration
Statement (or any amendment thereto) or any preliminary prospectus or the
Prospectuses (or any amendment or supplement thereto), a copy of which written
information shall have been previously delivered to you), agrees to indemnify
and hold harmless each International Underwriter and each person, if any, who
controls any International Underwriter within the meaning of Section 15 of the
1933 Act as follows:

                 (i)       against any and all loss, liability, claim, damage
         and expense whatsoever, as incurred, arising out of an untrue
         statement or alleged untrue statement of a material fact contained in
         the Registration Statement (or any amendment thereto), including the
         Rule 430A Information and the Rule 434 Information, if applicable, and
         all documents incorporated therein by reference, or the omission or
         alleged omission therefrom of a material fact required to be stated
         therein or necessary to make the statements therein not misleading or
         arising out of an untrue statement or alleged untrue statement of a
         material fact contained in any preliminary prospectus or the
         Prospectuses (or any amendment or supplement thereto) or the omission
         or alleged omission therefrom of a material fact necessary in order to
         make the statements therein, in the light of the circumstances under
         which they were made, not misleading, or if Rule 434 is used, if the
         Prospectus is "materially different", as such term is used in Rule
         434, from the prospectus included in the Original Registration
         Statement at the time it becomes effective;

                 (ii)      against any and all loss, liability, claim, damage
         and expense whatsoever, as incurred, to the extent of the aggregate
         amount paid in settlement of any litigation, or investigation or
         proceeding by any governmental agency or body, commenced or
         threatened, or of any claim whatsoever based upon any such untrue
         statement or omission, or any such alleged untrue statement or
         omission, if such settlement is effected with the written consent of
         the Company and the Selling Stockholders; and

                 (iii)     against any and all expense whatsoever, as incurred
         (including, subject to Section 7(c) hereof, fees and disbursements of
         counsel chosen by you), reasonably
<PAGE>   33
                                       32

         incurred in investigating, preparing or defending against any
         litigation, or investigation or proceeding by any governmental agency
         or body, commenced or threatened, or any claim whatsoever based upon
         any such untrue statement or omission, or any such alleged untrue
         statement or omission, to the extent that any such expense is not paid
         under subparagraph (i) or (ii) above;

provided, however, that this indemnity agreement does not apply to any loss,
liability, claim, damage or expense to the extent arising out of an untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Company by any
International Underwriter through you expressly for use in the Registration
Statement (or any amendment thereto) including the Rule 430A Information and
the Rule 434 Information, if applicable, or any preliminary prospectus or the
Prospectuses (or any amendment or supplement thereto); provided further that
the liability of a Selling Stockholder pursuant to this Section 7 is limited to
the amount of the net proceeds of the offering of the International Shares
(after deducting the underwriting discount, but before deducting expenses)
received by such Selling Stockholder.

                 Insofar as this indemnity agreement may permit indemnification
for liabilities under the 1933 Act of any person who is a partner of a
International Underwriter or who controls a International Underwriter within
the meaning of Section 15 of the 1933 Act and who, at the date of this
Agreement, is a director, officer or controlling person of the Company, such
indemnity agreement is subject to the undertaking of the Company in the
Registration Statement under Item 17 thereof.

                 (b)       Each International Underwriter severally agrees to
indemnify and hold harmless the Company, its directors, each of its officers
who signed the Registration Statement, and each person, if any, who controls
the Company within the meaning of Section 15 of the 1933 Act and each Selling
Stockholder and each person, if any, who controls any Selling Stockholder
within the meaning of Section 15 of the 1933 Act, against any and all loss,
liability, claim, damage and expense described in the indemnity contained in
Section 7(a), as incurred, but only with respect to untrue statements or
omissions, or alleged untrue statements or omissions, made in the Registration
Statement (or any amendment thereto) including the Rule 430A Information and
the Rule 434 Information, if applicable, or any preliminary prospectus or the
Prospectuses (or any amendment or supplement thereto) in reliance upon and in
conformity with written information furnished to the Company by such
International Underwriter through you expressly for use in the Registration
Statement (or any amendment thereto), including the Rule 430A Information and
the Rule 434 Information, if applicable, or such preliminary prospectus or the
Prospectuses (or any amendment or supplement thereto).

                 (c)       The Company agrees to indemnify and hold harmless,
to the extent permitted by law, each Selling Stockholder, its directors and
officers or general and limited
<PAGE>   34
                                       33

partners (and the directors and officers thereof), and each other person, if
any, who controls such Selling Stockholder within the meaning of the 1933 Act,
against any and all losses, claims, damages or liabilities, joint or several,
and expenses (including any amounts paid in any settlement effected with the
Company's consent) to which such Selling Stockholder, any such director or
officer or general or limited partner or controlling person may become subject
under the 1933 Act, common law or otherwise, insofar as such losses, claims,
damages or liabilities (or actions or proceedings in respect thereof) arise out
of or are based upon (i) any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement (or any amendment
thereto), including the Rule 430A Information and the Rule 434 Information, if
applicable, and all documents incorporated therein by reference, or the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, (ii)
any untrue statement or alleged untrue statement of a material fact contained
in any preliminary prospectus, together with the documents incorporated by
reference therein (as amended or supplemented if the Company shall have filed
with Commission any amendment thereof or supplemented thereto), if used prior
to the effective date of the Registration Statement, or contained in the
Prospectus (as amended or supplemented if the Company shall have filed with the
Commission any amendment thereof or supplemented if the Company shall have
filed with the Commission any amendment thereof or supplement thereto), or the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading or (iii)
any violation by the Company of any federal, state or common law rule or
regulation applicable to the Company and relating to action required of or
inaction by the Company in connection with the offering, and the Company will
reimburse each such Selling Stockholder and each such director, officer,
general or limited partner, and controlling person for any legal or any other
expenses reasonably incurred by any of them in connection with investigating or
defending any such loss, claim, liability, action or proceeding; provided, that
the Company shall not be liable to such Selling Stockholder or any such
director, officer, general or limited partner or controlling person in any such
case to the extent that any such loss, claim, damage, liability (or action or
proceeding in respect thereof) or expense arises out of or is based upon any
untrue statement or alleged untrue statement or omission or alleged omission
made in such Registration Statement (or any amendment or supplement thereto),
including the Rule 430A Information and the Rule 434 Information, if
applicable, or in any such preliminary prospectus or the Prospectuses (or any
amendment or supplement thereto) in reliance upon and in conformity with
written information furnished to the Company by or on behalf of such Selling
Stockholder or any such director, officer, general or limited partner or
controlling person, specifically stating that it is for use in the preparation
thereof.

                 (d)       Each Selling Stockholder agrees to indemnify and
hold harmless (in the same manner and to the same extent as set forth in
Section 7(c)) the Company and its directors and officers and each person
controlling the Company within the meaning of the
<PAGE>   35
                                       34

1933 Act and all other Selling Stockholders and their directors, officers,
general and limited partners and respective controlling persons with respect to
any statement or alleged statement in or omission or alleged omission from the
Registration Statement (or any amendment or supplement thereto), including the
Rule 430A Information and the Rule 434 Information, if applicable, any
preliminary prospectus or the Prospectuses (or any amendment or supplement
thereto), if such statement or alleged statement or omission or alleged
omission was made in reliance upon and in conformity with written information
furnished to the Company or its representatives by or on behalf of the
undersigned specifically stating that it is for use in the preparation of the
Registration Statement (or any amendment or supplement thereto), including the
Rule 430A Information and the Rule 434 Information, if applicable, preliminary
prospectus or the Prospectuses (or any amendment or supplement thereto), or a
document incorporated by reference into any of the foregoing; provided,
however, that the liability of each Selling Stockholder pursuant to this
Section 7(d) is limited to the proceeds received by such Selling Stockholder
from the sale of the Shares pursuant to this Agreement.  Such indemnity shall
remain in full force and effect regardless of any investigation made by or on
behalf of the Company or any of the other Selling Stockholders or any of its
respective directors, officers, general or limited partners or controlling
persons and shall survive the transfer of the Shares by each Selling
Stockholder.

                 (e)       Each indemnified party shall give prompt notice to
each indemnifying party of any action commenced against it in respect of which
indemnity may be sought hereunder, but failure to so notify an indemnifying
party shall not relieve it from any liability which it may have otherwise than
on account of this indemnity agreement.  An indemnifying party may participate
at its own expense in the defense of such action.  In no event shall the
indemnifying party or parties be liable for the fees and expenses of more than
one counsel for all indemnified parties in connection with any one action or
separate but similar or related actions in the same jurisdiction arising out of
the same general allegations or circumstances.  If it so elects within a
reasonable time after receipt of such notice, an indemnifying party, jointly
with any other indemnifying parties receiving such notice, may assume the
defense of such action with counsel chosen by it and approved by the
indemnified parties defendant in such action, unless such indemnified parties
reasonably object to such assumption on the ground that there may be legal
defenses available to them which are different from or are in addition to those
available to such indemnifying party.  If an indemnifying party assumes the
defense of such action, the indemnifying parties shall not be liable for any
fees and expenses of counsel for the indemnified parties incurred thereafter in
connection with such action.

                 Section 8.  Contribution.  In order to provide for just and
equitable contribution in circumstances under which the indemnity provided for
in Section 7 is for any reason held to be unenforceable by the indemnified
parties although applicable in accordance with its terms, the Company, the
Selling Stockholders and the International Underwriters shall contribute to the
aggregate losses, liabilities, claims, damages and expenses of the
<PAGE>   36
                                       35

nature contemplated by such indemnity agreement incurred by the Company, the
Selling Stockholders and one or more of the International Underwriters, as
incurred, in such proportions that (a) the International Underwriters are
responsible for that portion represented by the percentage that the
underwriting discount appearing on the cover page of the Prospectuses or, if
Rule 434 is used, the corresponding location on the Term Sheet, bears to the
offering price appearing thereon and (b) the Company and the Selling
Stockholders are severally responsible for the balance on the same basis as
each of them would have been obligated to provide indemnification pursuant to
Section 7; provided, however, that no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall
be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.  For purposes of this Section, each person, if
any, who controls a International Underwriter within the meaning of Section 15
of the 1933 Act shall have the same rights to contribution as such
International Underwriter, and each director of the Company, each officer of
the Company who signed the Registration Statement, and each person, if any, who
controls the Company or a Selling Stockholder within the meaning of Section 15
of the 1933 Act shall have the same rights to contribution as the Company or a
Selling Stockholder, as the case may be.

                 Section 9.  Representations, Warranties and Agreements to
Survive Delivery.  The representations, warranties, indemnities, agreements and
other statements of the Company or its officers or the Selling Stockholders set
forth in or made pursuant to this Agreement will remain operative and in full
force and effect regardless of any investigation made by or on behalf of the
Selling Stockholders, the Company, any International Underwriter or any person
who controls a Selling Stockholder or any International Underwriter within the
meaning of Section 15 of the 1933 Act, and will survive delivery of and payment
for the International Shares.

                 Section 10.  Termination of Agreement.  (a)  You may terminate
this Agreement, by notice to the Company and the Selling Stockholders, at any
time at or prior to the Closing Time (i) if there has been, since the
respective dates as of which information is given in the Registration
Statement, any material adverse change in the condition (financial or
otherwise), results of operations, business affairs or business prospects of
the Company and the Subsidiaries, considered as one enterprise, whether or not
arising in the ordinary course of business, or (ii) if there has occurred any
material adverse change in the financial markets in the United States, or any
outbreak of hostilities or escalation thereof or other calamity or crisis the
effect of which on the financial markets of the United States is such as to
make it, in your judgment, impracticable to market the Shares or enforce
contracts for the sale of the Shares or (iii) if trading in any securities of
the Company has been suspended by the Commission, or if trading generally on
the New York Stock Exchange or in the over-the-counter market has been
suspended, or minimum or maximum prices for trading have been fixed, or maximum
ranges for prices for securities have been required, by such exchange or by
order of the Commission, the New York Stock Exchange or any other
<PAGE>   37
                                       36

governmental authority or (iv) if a banking moratorium has been declared by
either federal, New York or Illinois authorities.

                 (b)       If this Agreement is terminated pursuant to this
Section, such termination shall be without liability of any party to any other
party, except to the extent provided in Section 4.  Notwithstanding any such
termination, the provisions of Sections 7 and 8 shall remain in effect.

                 (c)       This Agreement may also terminate pursuant to the
provisions of Section 2(c), with the effect stated in such Section.

                 Section 11.  Default by One or More of the International
Underwriters.  If one or more of the International Underwriters shall fail at
the Closing Time to purchase the Initial International Shares that it or they
are obligated to purchase pursuant to this Agreement (the "Defaulted
International Shares"), you shall have the right, within 24 hours thereafter,
to make arrangements for one or more of the non-defaulting International
Underwriters, or any other International Underwriters, to purchase all, but not
less than all, of the Defaulted International Shares in such amounts as may be
agreed upon and upon the terms set forth in this Agreement; if, however, you
have not completed such arrangements within such 24-hour period, then:

                 (a)       if the number of Defaulted International Shares does
         not exceed 10% of the total number of Initial International Shares,
         the non-defaulting International Underwriters shall be obligated to
         purchase the full amount thereof in the proportions that their
         respective Initial International Share underwriting obligation
         proportions bear to the underwriting obligations of all non-defaulting
         International Underwriters; or

                 (b)       if the number of Defaulted International Shares
         exceeds 10% of the total number of Initial International Shares, this
         Agreement shall terminate without liability on the part of any
         non-defaulting International Underwriter.

                 No action taken pursuant to this Section shall relieve any
defaulting International Underwriter from liability in respect of its default.

                 In the event of any such default that does not result in a
termination of this Agreement, either you or the Company shall have the right
to postpone the Closing Time for a period not exceeding seven days in order to
effect any required changes in the Registration Statement or Prospectuses or in
any other documents or arrangements.  As used herein, the term "International
Underwriter" includes any person substituted for a International Underwriter
under this Section 11.
<PAGE>   38
                                       37

                 Section 12.  Default by a Selling Stockholder.  If any Selling
Stockholder shall fail at the Closing Time to sell and deliver the number of
Initial International Shares that such Selling Stockholder is obligated to
sell, then the International Underwriters may, at your option, by notice from
you to the Company and the Selling Stockholders, either (a) terminate this
Agreement without any liability on the part of any non-defaulting party, except
to the extent provided in Section 4 and except that the provisions of Sections
7 and 8 shall remain in effect or (b) elect to purchase the Initial
International Shares that the remaining Selling Stockholders have agreed to
sell pursuant to this Agreement.

                 In the event of any such default under this Section that does
not result in a termination of this Agreement, either you or the Company shall
have the right to postpone the Closing Time for a period not exceeding seven
days in order to effect any required changes in the Registration Statement or
Prospectuses or in any other documents or arrangements.

                 No action taken pursuant to this Section 12 shall relieve any
Selling Stockholder so defaulting from liability, if any, in respect of such
default.

                 Section 13.  Notices.  All notices and other communications
under this Agreement shall be in writing and shall be deemed to have been duly
given if delivered, mailed or transmitted by any standard form of
telecommunication.  Notices to you or the International Underwriters shall be
directed to you, c/o Merrill Lynch International, Ropemaker Place, 25 Ropemaker
Street, London EC2 Y9LY, attention of _______________; notices to the Company
shall be directed to it at 200 South Michigan Avenue, Chicago, Illinois 60604,
Attention:  General Counsel and notices to the Selling Stockholders shall be
directed to James V. Caruso, Merrill Lynch & Co., Inc., South Tower, World
Financial Center, New York, New York 10080-6123.

                 Section 14.  Parties.  This Agreement is made solely for the
benefit of the several International Underwriters, the Company and the Selling
Stockholders and, to the extent expressed, any person controlling the Company,
any Selling Stockholder or any of the International Underwriters, and the
directors of the Company, its officers who have signed the Registration
Statement, and their respective executors, administrators, successors and
assigns and, subject to the provisions of Section 11, no other person shall
acquire or have any right under or by virtue of this Agreement.  The term
"successors and assigns" shall not include any purchaser, as such purchaser,
from any of the several International Underwriters of the International Shares.
All of the obligations of the International Underwriters hereunder are several
and not joint.

                 Section 15.  Representation of International Underwriters.
You will act for the several International Underwriters in connection with this
financing, and any action under
<PAGE>   39
                                       38

or in respect of this Agreement taken by you as International Representatives
will be binding upon all International Underwriters.

                 Section 16.  Governing Law and Time.  This Agreement shall be
governed by the laws of the State of New York.  Specified times of the day
refer to New York City time.

                 Section 17.  Counterparts.  This Agreement may be executed in
one or more counterparts, and when a counterpart has been executed by each
party, all such counterparts taken together shall constitute one and the same
agreement.
<PAGE>   40
                                       39

                 If the foregoing is in accordance with your understanding of
our agreement, please sign and return to us a counterpart hereof, whereupon
this instrument will become a binding agreement between the Company, the
Selling Stockholders and the several International Underwriters in accordance
with its terms.

                                        Very truly yours,
                                     
                                     
                                        BORG-WARNER AUTOMOTIVE, INC.
                                     
                                     
                                        By:                                  
                                             --------------------------------
                                             Name:
                                             Title:
                                     
                                     
                                        SELLING STOCKHOLDERS NAMED IN
                                             SCHEDULE A
                                     
                                     
                                        By:                                  
                                             --------------------------------
                                             Name:
                                             Title:


Confirmed and accepted as of
  the date first above written:

MERRILL LYNCH INTERNATIONAL
LEHMAN BROTHERS INTERNATIONAL (EUROPE)
MORGAN STANLEY & CO. INTERNATIONAL LIMITED

  By:    Merrill Lynch International


  By:  
          ------------------------------------------
         Name:
         Title:


For themselves and as International Representatives of the
  other International Underwriters named in Schedule B.
<PAGE>   41
                                   SCHEDULE A

<TABLE>
<CAPTION>
                                                                            NUMBER OF                     NUMBER OF
                                                                      INITIAL INTERNATIONAL         INTERNATIONAL OPTION
SELLING STOCKHOLDER                                                     SHARES TO BE SOLD             SHARES TO BE SOLD
- -------------------                                                     ------------------            -----------------
<S>                                                                       <C>                               <C>
Merrill Lynch KECALP L.P. 1986
Merrill Lynch KECALP L.P. 1987
Merchant Banking L.P. No. I
ML Venture Partners II, L.P.
Merrill Lynch Capital Appreciation
   Partnership No. VIII, L.P.
ML Offshore LBO Partnership No. VIII
ML Employees LBO Partnership No. I, L.P.
ML IBK Positions, Inc.
                                                                             ________                         _______
                                                                                                                     

Total                                                                     [               ]                 [             ]
                                                                          =================                  ============= 
</TABLE>
<PAGE>   42
                                   SCHEDULE B



<TABLE>
<CAPTION>
                                                                                                          NUMBER OF
                                                                                                 INITIAL INTERNATIONAL SHARES
                        INTERNATIONAL UNDERWRITER                                                   TO BE PURCHASED       
                        -------------------------                                                 ------------------------
<S>                                                                                              <C>
Merrill Lynch International . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Lehman Brothers International (Europe). . . . . . . . . . . . . . . . . . . . . . .
Morgan Stanley & Co. International Limited  . . . . . . . . . . . . . . . . . . . .





                                                                                                  
                                                                                                        -----------   
                                                                                                                      
Total                                                                                               [             ]   
                                                                                                     =============    
</TABLE>
<PAGE>   43
                                   SCHEDULE C

<TABLE>
<CAPTION>
ATTORNEY                               SELLING STOCKHOLDER
- --------                               -------------------
<S>                                    <C>   <C>
Marcia L. Tu, Esq.                     -     ML IBK Positions, Inc.
                                       -     Merrill Lynch Capital Appreciation Partnership
                                               No. VIII, L.P.
                                       -     ML Employees LBO Partnership No. I, L.P.
                                       -     ML Venture Partners II, L.P.


Margaret E. Nelson, Esq.               -     Merrill Lynch KECALP L.P. 1986
                                       -     Merrill Lynch KECALP L.P. 1987
                                       -     Merchant Banking L.P. No. I


Carl Ruggiero, Esq.                    -     ML Offshore LBO Partnership No. VIII
</TABLE>
<PAGE>   44
                                                                       Exhibit A




                          BORG-WARNER AUTOMOTIVE, INC.
                            (a Delaware corporation)

                         900,000 Shares of Common Stock



                  INTERNATIONAL PRICE DETERMINATION AGREEMENT


                                 July __, 1996



MERRILL LYNCH INTERNATIONAL
LEHMAN BROTHERS INTERNATIONAL (EUROPE)
MORGAN STANLEY & CO. INTERNATIONAL LIMITED
    As Representatives of the several International Underwriters
c/o Merrill Lynch International
Ropemaker Place
25 Ropemaker Street
London EC2 Y9LY


Ladies and Gentlemen:

                 Reference is made to the International Purchase Agreement
dated July __, 1996 (the "International Purchase Agreement") among Borg-Warner
Automotive, Inc. (the "Company"), the Selling Stockholders named in Schedule A
thereto (the "Selling Stockholders") and the several International Underwriters
named in Schedule B thereto or hereto (the "International Underwriters"), for
whom Merrill Lynch International Limited, Lehman Brothers International
(Europe) and Morgan Stanley & Co. International Limited are acting as
representatives (the "International Representatives").  The International
Purchase Agreement provides for the purchase by the International Underwriters
from the Selling Stockholders, subject to the terms and conditions set forth
therein, of an aggregate of 900,000 shares (the "Initial International Shares")
of the Company's common stock, par value $.01 per share.  This Agreement is the
International Price Determination Agreement referred to in the International
Purchase Agreement.  Terms not defined herein are used herein as defined in the
International Purchase Agreement.
<PAGE>   45
                                      A-2

                 Pursuant to Section 2 of the International Purchase Agreement,
the Company and the Selling Stockholders agree with the International
Representatives as follows:

                 1.       The price to the public per share for the Initial
         International Shares shall be $[____].

                 2.       The purchase price per share for the Initial
         International Shares to be paid by the several International
         Underwriters shall be $[_____], representing an amount equal to the
         public offering price set forth above, less $[____] per share.

                 The Company represents and warrants to each of the
International Underwriters that the representations and warranties of the
Company set forth in Section 1(a) of the International Purchase Agreement are
accurate as though expressly made at and as of the date hereof.

                 Additionally, if the Company elects to rely on Rule 462(b),
the Company convenants to each of the International Underwriters that:

         (a)     the Company will file a Rule 462(b) Registration Statement in
                 compliance with, and that is effective upon filing pursuant
                 to, Rule 462(b) prior to the time confirmations are sent or
                 given, as specified in Rule 462(b) of the 1933 Act; and

         (b)     the Company will give irrevocable instructions for
                 transmission of the applicable filing fee in connection with
                 the filing of the Rule 462(b) Registration Statement, in
                 compliance with Rule 111 of the 1933 Act Regulations or the
                 Commission will have received payment of such filing fee upon
                 filing of the Rule 462(b) Registration Statement.

                 Each Selling Stockholder represents and warrants to each of
the International Underwriters that the representations and warranties of such
Selling Stockholder set forth in Section 1(b) of the International Purchase
Agreement are accurate as though expressly made at and as of the date hereof.

                 As contemplated by Section 2 of the International Purchase
Agreement, attached as Schedule A is a completed list of the Selling
Stockholders and attached as Schedule B is a complete list of the several
International Underwriters, which shall be a part of this Agreement and the
International Purchase Agreement.

                 This Agreement shall be governed by the laws of the State of
New York.

                 If the foregoing is in accordance with the understanding of
the International Representatives of the agreement between the International
Underwriters, the Company and the Selling Stockholders, please sign and return
to the Company a counterpart hereof, whereupon this instrument, along with all
counterparts and together with the International
<PAGE>   46
                                      A-3

Purchase Agreement, shall be a binding agreement between the International
Underwriters, the Company and the Selling Stockholders in accordance with its
terms and the terms of the International Purchase Agreement.

                                   Very truly yours,
                          
                          
                                   BORG-WARNER AUTOMOTIVE, INC.
                          
                          
                                   By:                                    
                                        ----------------------------------
                                        Name:
                                        Title:
                          
                          
                                   SELLING STOCKHOLDERS NAMED IN
                                        SCHEDULE A
                          
                          
                                   By:                                    
                                        ----------------------------------
                                        Name:
                                        Title:


Confirmed and accepted as of
  the date first above written:

MERRILL LYNCH INTERNATIONAL
LEHMAN BROTHERS INTERNATIONAL (EUROPE)
MORGAN STANLEY & CO. INTERNATIONAL LIMITED

   By:    Merrill Lynch International


   By:                                                                  
           ----------------------------------------------------------------
          Name:
          Title:


For themselves and as International Representatives of the
  other International Underwriters named in Schedule B.
<PAGE>   47
                                                                       Exhibit B


                                  SUBSIDIARIES

<TABLE>
<CAPTION>
                                                                                                Percent of
                                                                                                Capital Stock
                                                                                                Beneficially Owned by
                                                                                                Borg-Warner Automotive,
Name of Subsidiary                                                                              Inc. or the Subsidiaries      
- ------------------                                                                              ------------------------------
<S>                                                                                                          <C>
Borg-Warner Automotive Powertrain Systems Corporation                                                        100
    Borg-Warner Automotive South Asia Corporation                                                            100
          Divgi-Warner Pvt., Ltd.                                                                             60
          Huazhong Warner Transmission Company                                                                60
          Borg-Warner Automotive Powertrain
            Service Center Corporation                                                                       100
    Borg-Warner Automotive Powdered Metals Corporation                                                       100
    Borg-Warner Automotive Diversified Transmission
      Products Corporation                                                                                   100

Borg-Warner Automotive Air/Fluid Systems Corporation                                                         100
    Borg-Warner Automotive Air/Fluid Systems
      Corporation of Michigan                                                                                100
    Borg-Warner Automotive Control Systems Holding Corporation                                               100
          Borg-Warner Automotive Control Systems Europe S.A.S.                                                90
                          Societe de l'Usine de la Marque                                                    100

BW Syntelligence Corporation                                                                                 100

Borg-Warner Automotive Morse TEC Corporation                                                                 100
         Borg-Warner Automotive (Canada) Ltd.                                                                100
         Borg-Warner Automotive Japan Corporation                                                            100
                 Borg-Warner Automotive K.K.                                                                 100
                 Borg-Warner Automotive Taiwan Co., Ltd.                                                     100
         B.W. Componentes Mexicanos de Transmissiones S.A. de C.V.                                            86
         Morse TEC Europe, Sp.A                                                                              100
                                                                                                         
Borg-Warner Automotive Foreign Sales Corporation                                                             100
</TABLE>
<PAGE>   48
                                      B-2

<TABLE>
<S>                                                                                                          <C>
Borg-Warner Automotive Automatic Transmission Systems Corporation                                            100
         Borg-Warner Automotive Europe Corporation                                                           100
                 Borg-Warner Automotive GmbH                                                                 100
         Borg & Beck Torque Systems, Inc.                                                                    100
         Borg-Warner Automotive-NW Corporation                                                               100
                 Borg-Warner Automotive Korea, Inc.                                                           60
                                                                                                                
Creon Insurance Agency, Ltd.                                                                                 100
         Creon Trustees, Ltd.                                                                                100
</TABLE>                                                                       
<PAGE>   49
                                                                       Exhibit C


                 Pursuant to Section 5(b) of the International Purchase
Agreement, Wachtell, Lipton, Rosen & Katz, special counsel for the Company,
shall furnish to the International Underwriters an opinion to the effect that:

                 (i)      The Company is a corporation duly organized, validly
         existing and in good standing under the laws of the State of Delaware
         with corporate power and authority under such laws to own, lease and
         operate its properties and conduct its business as described in the
         Prospectuses.

                 (ii)     The Shares have been duly authorized and validly
         issued and are fully paid and non-assessable, and no holder thereof is
         or will be subject to personal liability by reason of being such a
         holder; such Shares are not subject to the preemptive rights of any
         stockholder of the Company.

                 (iii)    The Shares conform in all material respects as to
         legal matters to the description thereof contained in the
         Prospectuses.

                 (iv)     This Agreement and the U.S. Purchase Agreement have
         been duly authorized, executed and delivered by the Company.

                 (v)      The execution and delivery of this Agreement and the
         U.S. Purchase Agreement, the consummation by the Company of the
         transactions contemplated in this Agreement, the U.S. Purchase
         Agreement and in the Registration Statement and compliance by the
         Company with the terms of this Agreement and the U.S. Purchase
         Agreement have been duly authorized by all necessary corporate action
         on the part of the Company and do not violate and will not result in
         any violation of the certificate of incorporation or by-laws of the
         Company.

                 (vi)     The Registration Statement is effective under the
         1933 Act; any required filing of the Prospectuses or any supplement
         thereto pursuant to Rule 424(b) has been made in the manner and within
         the time period required by Rule 424(b); and, to the best of the
         knowledge of such counsel, no stop order suspending the effectiveness
         of the Registration Statement has been issued and no proceedings for
         that purpose have been instituted or are pending or are contemplated
         under the 1933 Act.

                 (vii)    The Registration Statement (including the Rule 430A
         Information and the Rule 434 Information, if applicable) and the
         Prospectuses, excluding the documents incorporated by reference
         therein, and each amendment or supplement thereto (except for the
         financial statements and other financial or statistical data included
         therein or omitted therefrom, as to which such counsel need express no
<PAGE>   50
                                      C-2

         opinion), as of their respective effective or issue dates, complied as
         to form in all material respects to the requirements of the 1933 Act
         and the 1933 Act Regulations.

                 (viii)   The documents incorporated by reference in the
         Prospectus (except for the financial statements and other financial or
         statistical data included therein or omitted therefrom, as to which
         such counsel need express no opinion, and except to the extent that
         any statement therein is modified or superseded in the Prospectuses),
         as of the dates they were filed with the Commission, complied as to
         form in all material respects to the requirements of the 1934 Act and
         the 1934 Act Regulations.

                 (ix)     Assuming that each of the International Underwriters
         and U.S. Underwriters acquires the certificates representing the
         International Shares and the U.S. Shares, respectively, in good faith
         and without notice of any adverse claims, as defined in Section 8-302
         of the Uniform Commercial Code as in effect in the State of New York
         (the "UCC"), upon delivery of the certificates to the person
         designated by the International Underwriters and the U.S.
         Underwriters, respectively, in the State of New York, either
         registered in the name of the International Underwriters or the U.S.
         Underwriters, as the case may be, endorsed to the International
         Underwriters or the U.S. Underwriters, as the case may be, or endorsed
         in blank, the International Underwriters or the U.S. Underwriters, as
         the case may be, will acquire all of the Selling Stockholders' rights
         in the certificates, free of any adverse claims (within the meaning of
         Section 8-302 of the UCC).

                 (x)      Such counsel have participated in the preparation of
         the Registration Statement and Prospectuses except for the documents
         incorporated by reference in the Registration Statement and the
         Prospectuses and in conferences with officers and other
         representatives of the Company, representatives of the independent
         public accountants for the Company, and with your representatives and
         your counsel at which the contents of the Registration Statement, the
         Prospectuses, and related matters were discussed and have reviewed the
         documents incorporated by reference in the Registration Statement and
         Prospectuses and, although such counsel need not pass upon or assume
         any responsibility for the accuracy, completeness or fairness of the
         statements contained in the Registration Statement or the Prospectuses
         and the documents incorporated by reference in the Prospectuses
         (except for the opinions set forth in clause (iii), and based on the
         foregoing, no facts have come to the attention of such counsel to lead
         such counsel to believe (A) that the Registration Statement or any
         amendment thereto (except for the financial statements and other
         financial or statistical data included therein or omitted therefrom,
         as to which such counsel need express no opinion), at the time the
         Registration Statement or any such amendment became effective,
         contained an untrue statement of a material fact or omitted to state a
         material fact required to be stated therein or necessary to make the
         statements therein not misleading or  (B) that the Prospectuses or any
         amendment or supplement
<PAGE>   51
                                      C-3

         thereto (except for the financial statements and other financial or
         statistical data included therein or omitted therefrom, as to which
         such counsel need express no opinion), at the time any Prospectus was
         issued, at the time any such amended or supplemented prospectus was
         issued or at the Closing Time, included or includes an untrue
         statement of a material fact or omitted or omits to state a material
         fact necessary in order to make the statements therein, in the light
         of the circumstances under which they were made, not misleading.  Such
         opinion shall be to such further effect with respect to other legal
         matters relating to this Agreement, the International Price
         Determination Agreement and the sale of the International Shares
         pursuant to this Agreement as counsel for the International
         Underwriters may reasonably request.  In giving such opinion, such
         counsel may rely, as to all matters governed by the laws of
         jurisdictions other than the law of the State of New York, the federal
         law of the United States and the corporate law of the State of
         Delaware, either upon opinions of other counsel, who shall be counsel
         reasonably satisfactory to counsel for the International Underwriters,
         in which case the opinion shall state that they believe the
         International Underwriters and they are entitled to so rely, or upon
         unofficial compilations of the laws of such jurisdictions.  Such
         counsel may also state that, insofar as such opinion involves factual
         matters, they have relied, to the extent they deem proper, upon
         certificates of officers of the Company and its Subsidiaries and
         certificates of public officials.
<PAGE>   52
                                                                       Exhibit D


                 Pursuant to Section 5(c) of the International Purchase
Agreement, Laurene H. Horiszny, Esq., Vice President, Secretary and General
Counsel for the Company, shall furnish to the International Underwriters an
opinion to the effect that:

                 (i)      Each Subsidiary listed on Schedule 1 hereto (the
         "Material Subsidiaries") is a corporation duly organized, validly
         existing and in good standing under the laws of the jurisdiction of
         its incorporation with corporate power and authority under such laws
         to own, lease and operate its properties and conduct its business.

                 (ii)     Each of the Company and the Material Subsidiaries is
         duly qualified to transact business as a foreign corporation and is in
         good standing in each other jurisdiction in which it owns or leases
         property of a nature, or transacts business of a type, that would make
         such qualification necessary, except to the extent that the failure to
         so qualify or be in good standing would not have a material adverse
         effect on the Company and the Subsidiaries, considered as one
         enterprise.

                 (iii)    All of the outstanding shares of capital stock of
         each Material Subsidiary have been duly authorized and validly issued
         and are fully paid and non-assessable; all of the shares of capital
         stock of such Material Subsidiary are owned by the Company, directly
         or through one or more of the Subsidiaries, in the percentages set
         forth in Schedule 1 hereto and the shares of capital stock of
         NSK-Warner owned by the Company are owned by the Company directly or
         through one or more of the Subsidiaries, free and clear of any
         consensual pledge, lien, security interest, charge, claim, equity or
         encumbrance of any kind except as provided in or pursuant to the
         Credit Agreement; no holder thereof is subject to personal liability
         by reason of being such a holder and none of such shares was issued in
         violation of the preemptive rights of any stockholder of the Material
         Subsidiaries.

                 (iv)     The Shares have been duly authorized and validly
         issued and are fully paid and non-assessable, and no holder thereof is
         or will be subject to personal liability by reason of being such a
         holder; such Shares are not subject to the preemptive rights of any
         stockholder of the Company.

                 (v)      The authorized, issued and outstanding capital stock
         of the Company is as set forth in the Prospectuses under the heading
         "Capitalization".

                 (vi)     Such counsel does not know of any statutes or
         regulations, or any pending or threatened legal or governmental
         proceedings, required under the 1933 Act to be described in the
         Prospectuses that are not described as so required, nor of
<PAGE>   53
                                      D-2

         any contracts or documents of a character required under the 1933 Act
         or 1933 Act Regulations to be described or referred to in the
         Registration Statement or Prospectuses or to be filed as exhibits to
         the Registration Statement that are not described, referred to or
         filed as required.

                 (vii)    Except with respect to financial covenants, (as to
         which such counsel need express no opinion) no default exists in the
         performance or observance of any obligation, agreement, covenant or
         condition contained in any contract, indenture, loan agreement, note,
         lease or other agreement or instrument that is described or referred
         to in the Registration Statement or the Prospectuses or filed as an
         exhibit to the Registration Statement (except for such defaults that
         would not have a material adverse effect on the condition (financial
         or otherwise), results of operations, business affairs or business
         prospects of the Company and its Subsidiaries, considered as one
         enterprise).

                 (viii)   The execution and delivery of this Agreement and the
         U.S. Purchase Agreement and the consummation by the Company of the
         other transactions contemplated in this Agreement, the U.S. Purchase
         Agreement and in the Registration Statement and compliance by the
         Company with the terms of this Agreement and the U.S. Purchase
         Agreement do not violate and will not result in any violation of the
         certificate of incorporation or by-laws of any Material Subsidiary and
         do not and will not conflict with, or result in a breach of any of the
         terms or provisions of, or constitute a default under, or result in
         the creation or imposition of any lien, charge or encumbrance upon any
         property or assets of the Company or any Material Subsidiary under (i)
         any existing applicable law, rule or regulation (other than the
         securities or Blue Sky laws of the various states, as to which such
         counsel is not requested to express an opinion), (ii) any judgment,
         order or decree of any government, governmental instrumentality or
         court, domestic or foreign, having jurisdiction over the Company or
         any Subsidiary or any of its properties, or (iii) any indenture,
         mortgage or loan agreement, or any other agreement or instrument known
         to such counsel, to which the Company or any Material Subsidiary is a
         party or by which it may be bound or to which any of its properties
         may be subject, including the Formation Agreement between Borg-Warner
         Corporation and Nippon Seiko, K.K., dated as of April 18, 1964, and
         any agreements related thereto, including but not limited to the
         Shareholders Agreement Concerning the Management of NSK-Warner, dated
         September 25, 1964, between Borg-Warner Corporation and Nippon Seiko,
         K.K. (except for such conflicts, breaches or defaults or liens,
         charges or encumbrances that would not have a material adverse effect
         on the condition (financial or otherwise), results of operations,
         business affairs or business prospects of the Company and its
         Subsidiaries, considered as one enterprise).
<PAGE>   54
                                      D-3

                 (ix)     The descriptions in the Prospectuses of the statutes,
         regulations, legal or governmental proceedings, contracts and other
         documents therein described are accurate and fairly summarize the
         information required to be shown.

                 (x)      No authorization, approval, consent or license of any
         U.S. government, governmental instrumentality or U.S.  court (other
         than under the 1933 Act or 1933 Act Regulations and the securities or
         Blue Sky laws of the various states and the securities laws of any
         jurisdiction outside the United States in which International Shares
         are offered or sold by the International Underwriters pursuant to this
         Agreement) is required for the valid authorization, issuance, sale and
         delivery of the Shares.

                 (xi)     To the best knowledge of such counsel, each Selling
         Stockholder is the registered holder of title to the Shares to be sold
         by such Selling Stockholder pursuant to the International Purchase
         Agreement and the U.S. Purchase Agreement.

                          Such counsel has participated in the preparation of
         the Registration Statement and Prospectuses, in the preparation of the
         documents incorporated by reference in the Registration Statement and
         the Prospectuses and in conferences with officers and other
         representatives of the Company, representatives of the independent
         public accountants for the Company, and with your representatives and
         your counsel at which the contents of the Registration Statement, the
         Prospectuses and the documents incorporated by reference in the
         Prospectuses and related matters were discussed and, although such
         counsel need not pass upon or assume any responsibility for the
         accuracy, completeness or fairness of the statements contained in the
         Registration Statement or the Prospectuses and the documents
         incorporated by reference in the Prospectuses (except for the opinion
         set forth in clause (ix)), and based upon the foregoing, no facts have
         come to the attention of such counsel to lead her to believe (A) that
         the Registration Statement (including the Rule 430A Information and
         the Rule 434 Information, if applicable) or any amendment thereto
         (except for the financial statements and other financial or
         statistical data included therein or omitted therefrom, as to which
         such counsel need express no opinion), at the time the Registration
         Statement or any such amendment became effective, contained an untrue
         statement of a material fact or omitted to state a material fact
         required to be stated therein or necessary to make the statements
         therein not misleading, (B) that the Prospectuses or any amendment or
         supplement thereto (except for the financial statements and other
         financial or statistical data included therein or omitted therefrom,
         as to which such counsel need express no opinion), at the time any
         Prospectus was issued, at the time any such amended or supplemented
         prospectus was issued or at the Closing Time, included or includes an
         untrue statement of a material fact or omitted or omits to state a
         material fact necessary in order to make the statements therein, in
         the light of the circumstances under which
<PAGE>   55
                                      D-4

         they were made, not misleading, or (C) that the documents incorporated
         by reference in the Prospectuses (except for the financial statements
         and other financial or statistical data included therein or omitted
         therefrom, as to which such counsel need express no opinion, and
         except to the extent that any statement therein is modified or
         superseded in the Prospectuses), as of the dates they were filed with
         the Commission, contained an untrue statement of a material fact or
         omitted to state a material fact.

                 In giving such opinion, such counsel may rely, as to all
matters governed by the laws of jurisdictions other than the law of the State
of Illinois, the Federal law of the United States and the corporate law of the
State of Delaware, upon opinions of other counsel, who shall be counsel
reasonably satisfactory to counsel for the U.S. Underwriters, in which case the
opinion shall state that they believe the U.S. Underwriters and they are
entitled to so rely.  Such counsel may also state that, insofar as such opinion
involves factual matters, they have relied, to the extent they deem proper,
upon certificates of officers of the Company and the Subsidiaries and
certificates of public officials.
<PAGE>   56
                                                                    Schedule 1
                                                                    to Exhibit D


                             Material Subsidiaries


<TABLE>
<CAPTION>
                                                                                         Percent of
                                                                                         Capital Stock
                                                                                         Beneficially
                                                                                         Owned by
                                                                                         Borg-Warner
                                                                                         Automotive,
                                                                                         Inc. or the
                                                                                         Subsidiaries
                                                                                         ------------
Material Subsidiary
- -------------------
<S>                                                                                           <C>
Borg-Warner Automotive Diversified
     Transmission Products Corporation                                                        100

Borg-Warner Automotive Electronic
     & Mechanical Systems Corporation                                                         100

Borg-Warner Automotive Europe
     Corporation                                                                              100

Borg-Warner Automotive GmbH                                                                   100

Borg-Warner Automotive Japan
     Corporation                                                                              100

Borg-Warner Automotive K.K.                                                                   100

Borg-Warner Automotive NW Corporation                                                         100

Borg-Warner Automotive Transmission
     & Engine Components Corporation                                                          100
</TABLE>
<PAGE>   57
                                                                       Exhibit E



                 Pursuant to Section 5(d) of the International Purchase
Agreement, NSK-Warner's Japanese counsel shall furnish to the International
Underwriters an opinion substantially to the effect that:

                 (i)      NSK-Warner is a corporation duly organized, validly
existing and in good standing under the laws of Japan with corporate power and
authority under such laws to own, lease and operate its properties and conduct
its business.

                 (ii)     All of the outstanding shares of capital stock of
NSK-Warner have been duly authorized and validly issued and are fully paid and
non-assessable.
<PAGE>   58
                                                                       Exhibit F


                 Pursuant to Section 5(e) of the International Purchase
Agreement, each of the attorneys listed on Schedule C attached thereto for the
Selling Stockholders specified opposite such attorney's name, shall furnish to
the International Underwriters an opinion to the effect that:

                 (i)      This Agreement and the U.S. Purchase Agreement have
been authorized, duly executed and delivered by each of the Selling
Stockholders.

                 (ii)     No authorization, approval, consent or license of any
government, governmental instrumentality or court is required under the laws of
the United States or the State of New York  (other than under the 1933 Act,
under Blue Sky or state securities law or the securities laws of foreign
jurisdictions) for the consummation by the Selling Stockholders of the
transactions contemplated by this Agreement and the U.S. Purchase Agreement.

                 (iii)    The execution and delivery of this Agreement and the
U.S. Purchase Agreement by the Selling Stockholders and the compliance by the
Selling Stockholders with the terms thereof does not conflict with or result in
a violation of  (a) the certificate of incorporation, the by-laws, the
partnership agreement or similar governing document of any of the Selling
Stockholders or (b) any existing applicable law, rule or regulation (other than
under the 1933 Act, under Blue Sky or state securities law or the securities
laws of foreign jurisdictions or the rules and regulations of the NASD) or any
judgment, order or decree known to such counsel of any government, governmental
instrumentality or court, domestic or foreign, having jurisdiction over the
Selling Stockholders.

                 (iv)     The Selling Stockholders, as the case may be, have
been duly organized and are validly existing and in good standing as
corporations or partnerships under the laws of the jurisdiction of their
incorporation or organization with all necessary power and authority under such
laws to execute, deliver and perform this Agreement and the U.S. Purchase
Agreement.

                 (v)      Assuming that each of the International Underwriters
acquires the certificates representing the Shares to be sold by the Selling
Stockholders in good faith and without notice of any adverse claims, as defined
in Section 8-302 of the Uniform Commercial Code as in effect in the State of
New York (the "UCC"), upon delivery of the certificates representing such
Shares to the person designated by the International Underwriters in the State
of New York, registered in the name of the International Underwriters, endorsed
to the International Underwriters, or endorsed in blank, the International
Underwriters will acquire all of the Selling Stockholders' rights in the
certificates representing such Shares free of any adverse claims (within the
meaning of Section 8-302 of the UCC).
<PAGE>   59
                                      F-2

                 Such opinion shall be to such further effect with respect to
other legal matters relating to this Agreement and the sale of the Shares
pursuant to this Agreement as counsel for the International Underwriters may
reasonably request.  In giving such opinion, such counsel may rely, as to all
matters governed by the laws of jurisdictions other than the law of the State
of New York, the federal law of the United States and the corporate and
partnership law of the State of Delaware, solely upon opinions of other
counsel, who shall be counsel reasonably satisfactory to counsel for the
International Underwriters (it being understood that in-house counsel of any
Selling Stockholder shall be so satisfactory), in which case the opinion shall
also be addressed to the International Underwriters and state that such other
counsel believes you and they are entitled to so rely.  Such counsel may also
state that, insofar as such opinion involves factual matters, they have relied,
to the extent they deem proper, upon certificates of officers of the Company
and the Subsidiaries, certificates of officers or partners, as the case may be,
of such Selling Stockholders and on certificates of public officials.
<PAGE>   60
                                                                       Exhibit G


                        FORM OF LOCK-UP LETTER AGREEMENT




                                 July __, 1996


MERRILL LYNCH & CO.
         Merrill Lynch, Pierce, Fenner & Smith
                     Incorporated
LEHMAN BROTHERS INC.
MORGAN STANLEY & CO. INCORPORATED
      As Representatives of the several U.S. Underwriters
c/o Merrill Lynch & Co.
         Merrill Lynch, Pierce, Fenner & Smith
                     Incorporated
Merrill Lynch World Headquarters
North Tower
World Financial Center
New York, New York  10281-1201

MERRILL LYNCH INTERNATIONAL
LEHMAN BROTHERS INTERNATIONAL (EUROPE)
MORGAN STANLEY & CO. INTERNATIONAL LIMITED
      As Representatives of the several International Underwriters
c/o Merrill Lynch International
25 Ropemaker Street
London EC2Y 9LY
England


Ladies and Gentlemen:

                 The undersigned stockholder of Borg-Warner Automotive, Inc., a
Delaware corporation (the "Company"), understands that (i) a U.S. Purchase
Agreement (the "U.S. Purchase Agreement") will be executed by the Company, the
Selling Stockholders named therein (the "Selling Stockholders") and Merrill
Lynch, Pierce, Fenner & Smith Incorporated, Lehman Brothers Inc. and Morgan
Stanley & Co. Incorporated, as representatives (the "U.S. Representatives") of
the several underwriters named therein (the "U.S.  Underwriters"), pursuant to
which the Selling Stockholders will sell to the U.S. Underwriters 3,600,000
shares of the Common Stock, par value $.01 per
<PAGE>   61
                                      G-2

share (the "Common Stock"), of the Company and up to 540,000 additional shares
of Common Stock pursuant to an option granted by the Selling Stockholders,
solely to cover over-allotments as set forth in the U.S. Purchase Agreement and
(ii) an International Purchase Agreement (the "International Purchase
Agreement", and together with the U.S. Purchase Agreement, the "Purchase
Agreements") will be executed by the Company, the Selling Stockholders named
therein (the "Selling Stockholders") and Merrill Lynch International, Lehman
Brothers International (Europe) and Morgan Stanley & Co. International
Incorporated, as representatives (the "International Representatives", and
together with the U.S. Representatives, the "Representatives") of the several
underwriters named therein (the "International Underwriters", and together with
the U.S. Underwriters, the "Underwriters"), pursuant to which the Selling
Stockholders will sell to the International Underwriters 900,000 shares of the
Common Stock of the Company and up to 135,000 additional shares of Common Stock
pursuant to an option granted by the Selling Stockholders, solely to cover
over-allotments as set forth in the International Purchase Agreement.

                 The undersigned is a party to that certain Registrations
Rights Agreement (the "Registration Rights Agreement"), dated as of January 27,
1993, by and among the Company and the stockholders named therein.  This
Lock-Up Letter Agreement is being entered into in accordance with Section 7(a)
of the Registration Rights Agreement at the request of the Underwriters.

                 The undersigned also understands that the Company has filed
with the Securities and Exchange Commission (the "Commission") a Registration
Statement on Form S-3 (File No. 333-06041, the "Registration Statement") in
connection with the public offering (the "Offering") of shares of its Common
Stock.

                 In consideration of the Underwriters' agreement to purchase
the Common Stock and undertake the Offering, and for other good and valuable
consideration, receipt of which is hereby acknowledged, the undersigned agrees
[that, without the prior written consent of the Representatives, which consent
shall not be unreasonably withheld, the undersigned will] not[,] [to] directly
or indirectly[,] effect any public sale or distribution, including any sale
pursuant to Rule 144 under the Securities Act of 1933, as amended, of any
shares of Common Stock (including, without limitation, shares of Common Stock
which may be deemed to be beneficially owned by such stockholder in accordance
with the rules and regulations of the Commission and shares of Common Stock
which may be issued upon exercise of any option or warrant) or any securities
convertible or exchangeable for shares of Common Stock for a period commencing
7 days prior to the date the Registration Statement is declared effective by
the Commission (the "Effective Date") and ending 180 days after the Effective
Date, other than the Shares sold to the  Underwriters pursuant to the Purchase
Agreements.  The undersigned understands that the Company expects the Effective
Date to occur as early as ______, 1996.  The
<PAGE>   62
                                      G-3

undersigned understands that the Effective Date may, however, be earlier or
later than _____, 1996.

                 In addition, the undersigned agrees that the undersigned will,
promptly following the execution of this Lock-Up Letter Agreement and in any
event prior to the execution of the Purchase Agreements, (i) with respect to
any shares of Common Stock for which the undersigned is the record holder,
cause the transfer agent for the Company to note stop transfer instructions
with respect to such shares of Common Stock on the transfer books and records
of the Company and (ii) with respect to any shares of Common Stock for which
the undersigned is the beneficial holder but not the record holder (other than
the shares of Common Stock owned of record by persons or entities that are not
affiliates of the undersigned and shares of Common Stock which may be issued
upon exercise of any option or warrant), cause the record holder of such shares
to cause the transfer agent for the Company to note stop transfer instructions
with respect to such shares of Common Stock on the transfer books and records
of the Company.

                 The undersigned understands that the Company, the Selling
Stockholders and the Underwriters will proceed with the Offering in reliance on
this Lock-Up Letter Agreement.

                 The undersigned hereby represents and warrants that the
undersigned has full power and authority to enter into this Lock-Up Letter
Agreement and that, upon request, the undersigned will execute any additional
documents necessary or desirable in connection with the enforcement hereof.
Any obligations of the undersigned shall be binding upon the successors and
assigns of the undersigned.
<PAGE>   63
                                      G-4

                  This Lock-Up Letter Agreement has been entered into on the 
date first written above.


                                      Very truly yours,
                               
                               
                               
                                                                               
                                      -----------------------------------------
                                      Name of Stockholder/Officer/Director
                               
                               
                               
                                      By:  
                                         --------------------------------------
                                           Name:
                                           Title:
