1 EXHIBIT 1.1 ----------- FORM OF PURCHASE AGREEMENT BORG-WARNER AUTOMOTIVE, INC. (a Delaware corporation) __% Senior Notes due 2006 PURCHASE AGREEMENT Dated:_________________, 1996 2 BORG-WARNER AUTOMOTIVE, INC. (a Delaware corporation) ___% Senior...Purchase Agreement • October 24th, 1996 • Borg Warner Automotive Inc • Motor vehicle parts & accessories • New York
EXHIBIT 1 BORG-WARNER AUTOMOTIVE, INC. (A DELAWARE CORPORATION) DEBT SECURITIES UNDERWRITING AGREEMENT BASIC PROVISIONS Borg-Warner Automotive, Inc., a Delaware corporation (the "Company"), proposes to issue and sell up to $___________ aggregate...Underwriting Agreement • August 11th, 1999 • Borg Warner Automotive Inc • Motor vehicle parts & accessories • New York
150,000,000 8% SENIOR NOTES DUE 2019 TERMS AGREEMENTTerms Agreement • October 6th, 1999 • Borg Warner Automotive Inc • Motor vehicle parts & accessories • New York
EXHIBIT 2 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 21st, 1998 • Borg Warner Automotive Inc • Motor vehicle parts & accessories • Delaware
EXHIBIT 4.24 DECLARATION OF TRUST DECLARATION OF TRUST, dated as of November 16, 2001, between BorgWarner Inc., as sponsor (the "Sponsor"), Bank One Delaware, Inc., as Delaware trustee (the "Delaware Trustee"), and Jeffrey L. Obermayer, Margaret E....Declaration of Trust • November 21st, 2001 • Borgwarner Inc • Motor vehicle parts & accessories
TO THE FIRST NATIONAL BANK OF CHICAGO Trustee INDENTUREIndenture • October 24th, 1996 • Borg Warner Automotive Inc • Motor vehicle parts & accessories • New York
SALE AND PURCHASE AGREEMENT regarding the Sale and Purchase of Shares in BERU AktiengesellschaftSale and Purchase Agreement • November 4th, 2004 • Borgwarner Inc • Motor vehicle parts & accessories
AGREEMENT AND PLAN OF MERGER by and among BORGWARNER INC., BAND MERGER SUB, INC. and REMY INTERNATIONAL, INC. Dated as of July 12, 2015Merger Agreement • July 14th, 2015 • Borgwarner Inc • Motor vehicle parts & accessories • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 12, 2015, is by and among BorgWarner Inc., a Delaware corporation (“Parent”), Band Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”) and Remy International, Inc., a Delaware corporation (the “Company” and together with Parent and Merger Sub, the “Parties”).
TOIndenture • October 6th, 1999 • Borg Warner Automotive Inc • Motor vehicle parts & accessories • New York
The price to the public per share for the U.S. Shares and the purchase price per share for the U.S. Shares shall be agreed upon by the Selling Stockholders and the U.S. Representatives, acting on behalf of the several U.S. Underwriters, and such...u.s. Purchase Agreement • January 27th, 1997 • Borg Warner Automotive Inc • Motor vehicle parts & accessories • New York
1 Exhibit 1.2 BORG-WARNER AUTOMOTIVE, INC. (a Delaware corporation) 900,000 Shares of Common Stock INTERNATIONAL PURCHASE AGREEMENTInternational Purchase Agreement • January 27th, 1997 • Borg Warner Automotive Inc • Motor vehicle parts & accessories • New York
BORGWARNER INC. UNDERWRITING AGREEMENTUnderwriting Agreement • March 16th, 2015 • Borgwarner Inc • Motor vehicle parts & accessories • New York
BorgWarner Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as managers (the “Managers”) and for whom Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC are acting as representatives (the “Representatives”), the principal amount of its 3.375% Senior Notes due 2025 and the principal amount of its 4.375% Senior Notes due 2045 set forth in Schedule I hereto (collectively, the “Securities”), to be issued under the indenture specified in Schedule I hereto (the “Indenture”) between the Company and the Trustee identified in such Schedule (the “Trustee”). If the firm or firms listed in Schedule II hereto include only the Managers listed in Schedule I hereto, then the terms “Underwriters” and “Managers” as used herein shall each be deemed to refer to such firm or firms. This Agreement, the Indenture and the Securitie
CHANGE OF CONTROL EMPLOYMENT AGREEMENTChange of Control Employment Agreement • May 2nd, 2024 • Borgwarner Inc • Motor vehicle parts & accessories
AGREEMENT by and between BorgWarner Inc., a Delaware corporation (the “Company”) and Craig Aaron (the “Executive”) dated as of the 1st of March 2024.
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • October 29th, 2015 • Borgwarner Inc • Motor vehicle parts & accessories • New York
This AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “Amendment”), dated as of October 27, 2015, is entered into by and among BORGWARNER INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions from time to time parties thereto (the “Lenders”), and BANK OF AMERICA, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), and as Swingline Lender and as an Issuing Bank.
THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 29, 2017 among BORGWARNER INC., as BorrowerCredit Agreement • June 30th, 2017 • Borgwarner Inc • Motor vehicle parts & accessories • New York
THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 29, 2017, among BORGWARNER INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions from time to time parties hereto (the “Lenders”), and BANK OF AMERICA, N.A., as administrative agent for the Lenders and as Swingline Lender (defined below) and an Issuing Bank (defined below).
RECITALSEmployment Agreement • May 15th, 2000 • Borgwarner Inc • Motor vehicle parts & accessories • Delaware
BORGWARNER INC. 2004 STOCK INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AWARD AGREEMENT Stock Option Grant Awarded to _____________________ Column (1) Column (2) Column (3) Column (4) Column (5) Column (6) Date of Number of Exercise Type of Stock...Non-Qualified Stock Option Award Agreement • November 9th, 2004 • Borgwarner Inc • Motor vehicle parts & accessories • Delaware
Execution Copy CREDIT AGREEMENTCredit Agreement • November 30th, 2004 • Borgwarner Inc • Motor vehicle parts & accessories • London
W I T N E S S E T H :Credit Agreement • March 21st, 1997 • Borg Warner Automotive Inc • Motor vehicle parts & accessories • New York
CREDIT AGREEMENT dated as of March 31, 2010 among BORGWARNER INC., as Borrower The Lenders Party Hereto BANK OF AMERICA, N.A., as Administrative Agent, the Swingline Lender, an Issuing Bank and a Lender DEUTSCHE BANK SECURITIES INC. and CITIBANK,...Credit Agreement • April 6th, 2010 • Borgwarner Inc • Motor vehicle parts & accessories • New York
CREDIT AGREEMENT, dated as of March 31, 2010, among BORGWARNER INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions from time to time parties hereto (the “Lenders”), and BANK OF AMERICA, N.A., as administrative agent for the Lenders and as Swingline Lender (defined below) and an Issuing Bank (defined below).
FIRST AMENDMENT DATED AS OF APRIL 29, 2005 TO SECOND AMENDED AND RESTATED RECEIVABLES LOAN AGREEMENTReceivables Loan Agreement • February 17th, 2006 • Borgwarner Inc • Motor vehicle parts & accessories • Illinois
TABLE OF CONTENTS Page ARTICLE I Definitions 1 SECTION 1.1. Defined Terms 1 SECTION 1.2. Classification of Loans and Borrowings 20 SECTION 1.3. Terms Generally 20 SECTION 1.4. Accounting Terms; GAAP 20 SECTION 1.5. Change of Currency. 20 ARTICLE II...Credit Agreement • November 9th, 2004 • Borgwarner Inc • Motor vehicle parts & accessories • London
AMENDMENT TO THE CHANGE OF CONTROL EMPLOYMENT AGREEMENTChange of Control Employment Agreement • March 20th, 1998 • Borg Warner Automotive Inc • Motor vehicle parts & accessories
BORGWARNER INC. UNDERWRITING AGREEMENTUnderwriting Agreement • June 19th, 2020 • Borgwarner Inc • Motor vehicle parts & accessories • New York
BorgWarner Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), the principal amount of its 2.650% Senior Notes due 2027 (the “Securities”) set forth in Schedule I hereto, to be issued under the indenture specified in Schedule I hereto (the “Indenture”) between the Company and the Trustee identified in such Schedule (the “Trustee”). If the firm or firms listed in Schedule II hereto include only the Representatives listed in Schedule I hereto, then the terms “Underwriters” and “Representatives” as used herein shall each be deemed to refer to such firm or firms. This Agreement, the Indenture and the Securities are referred to herein collectively as the “Operative Documents.”
FIFTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of September 22, 2023 among BORGWARNER INC., as Borrower The Lenders Party Hereto BANK OF AMERICA, N.A., as Administrative Agent, the Swingline Lender, an Issuing Bank and a Lender CITIBANK, N.A.,...Credit Agreement • September 22nd, 2023 • Borgwarner Inc • Motor vehicle parts & accessories • New York
FIFTH AMENDED AND RESTATED CREDIT AGREEMENT, dated as of September 22, 2023, among BORGWARNER INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions from time to time parties hereto (the “Lenders”), and BANK OF AMERICA, N.A., as administrative agent for the Lenders and as Swingline Lender (defined below) and an Issuing Bank (defined below).
BORGWARNER INC. UNDERWRITING AGREEMENTUnderwriting Agreement • April 9th, 2009 • Borgwarner Inc • Motor vehicle parts & accessories • New York
BorgWarner Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as managers (the “Managers”) and for whom Morgan Stanley & Co. Incorporated and Merrill Lynch, Pierce, Fenner & Smith Incorporated are acting as representatives (the “Representatives”), the principal amount of its 3.50% Convertible Senior Notes due 2012 set forth in Schedule I hereto (the “Firm Securities”), to be issued under the indenture specified in Schedule I hereto (the “Indenture”) between the Company and the Trustee identified in such Schedule (the “Trustee”). The Company also proposes to issue and sell to the several Underwriters an additional principal amount of its 3.50% Convertible Senior Notes due 2012 not exceeding the principal amount set forth in Schedule I hereto (the "Additional Securities”), if and to the extent that the Representatives shall have determined to exercise, on behalf of the Unde
BORGWARNER INC. __% SENIOR NOTES DUE 2016 UNDERWRITING AGREEMENTUnderwriting Agreement • October 30th, 2006 • Borgwarner Inc • Motor vehicle parts & accessories • New York
BorgWarner Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as managers (the “Managers”), the principal amount of its debt securities identified in Schedule I hereto (the “Securities”), to be issued under the indenture specified in Schedule I hereto (the “Indenture”) between the Company and the Trustee identified in such Schedule (the “Trustee”). If the firm or firms listed in Schedule II hereto include only the Managers listed in Schedule I hereto, then the terms “Underwriters” and “Managers” as used herein shall each be deemed to refer to such firm or firms.
BORGWARNER INC. Restricted Stock Agreement For Non-Employee DirectorsRestricted Stock Agreement • February 9th, 2023 • Borgwarner Inc • Motor vehicle parts & accessories • Delaware
THIS Restricted Stock Agreement (the “Agreement”) dated as of April 27, 2022, by and between BORGWARNER INC., a Delaware corporation (the “Company”), and [Name] (the “Director”) is entered into as follows:
BORGWARNER INC. Restricted Stock Agreement—EmployeesRestricted Stock Agreement • May 4th, 2022 • Borgwarner Inc • Motor vehicle parts & accessories • Delaware
BorgWarner, Inc., a Delaware corporation (the “Company), hereby awards to the Employee indicated below a Restricted Stock Award (the “Award”) under the BorgWarner Inc. 2018 Stock Incentive Plan (the “Plan”), as specified below, effective as of the Grant Date, according to the terms and conditions of this Restricted Stock Agreement (this “Agreement”) and the Plan. All capitalized terms shall have the meanings ascribed to them in the Plan, unless specifically set forth otherwise herein. The parties hereto agree as follows:
AMONG BWA RECEIVABLES CORPORATION, AS BORROWER,Receivables Loan Agreement • February 17th, 2006 • Borgwarner Inc • Motor vehicle parts & accessories • Illinois
BORGWARNER INC. UNDERWRITING AGREEMENTUnderwriting Agreement • September 16th, 2010 • Borgwarner Inc • Motor vehicle parts & accessories • New York
BorgWarner Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as managers (the “Managers”) and for whom Morgan Stanley & Co. Incorporated is acting as representative (the “Representative”), the principal amount of its 4.625% Senior Notes due 2020 set forth in Schedule I hereto (the “Securities”), to be issued under the indenture specified in Schedule I hereto (the “Indenture”) between the Company and the Trustee identified in such Schedule (the “Trustee”). If the firm or firms listed in Schedule II hereto include only the Managers listed in Schedule I hereto, then the terms “Underwriters” and “Managers” as used herein shall each be deemed to refer to such firm or firms. This Agreement, the Indenture and the Securities are referred to herein collectively as the “Operative Documents.”
BORGWARNER INC. Stock Units Award Agreement – Non-U.S. EmployeesStock Units Award Agreement • April 27th, 2017 • Borgwarner Inc • Motor vehicle parts & accessories • Delaware
THIS Award Agreement (the “Agreement”) dated as of _______________, 2017, by and between BORGWARNER INC., a Delaware corporation (the “Company”) and ______________________ (the “Employee”), is entered into as follows:
BorgWarner Inc. 2014 Stock Incentive Plan Performance Share Award AgreementPerformance Share Award Agreement • April 26th, 2018 • Borgwarner Inc • Motor vehicle parts & accessories • Delaware
You have been selected to receive a Performance Share Award under the BorgWarner Inc. 2014 Stock Incentive Plan (the “Plan”), as specified below:
BORGWARNER INC. Restricted Stock Agreement For EmployeesRestricted Stock Agreement • July 30th, 2015 • Borgwarner Inc • Motor vehicle parts & accessories • Delaware
THIS Restricted Stock Agreement (the “Agreement”) dated as of ___________, 2015, by and between BORGWARNER INC., a Delaware corporation (the “Company”) and
BORGWARNER INC. Stock Unit Award Agreement – Non-U.S. EmployeesStock Unit Award Agreement • May 2nd, 2024 • Borgwarner Inc • Motor vehicle parts & accessories • Delaware
BorgWarner, Inc., a Delaware corporation (the “Company), hereby awards to the Employee indicated below a Stock Units Award (the “Award”) under the BorgWarner Inc. 2023 Stock Incentive Plan (the “Plan”), as specified below, effective as of the Grant Date, contingent on the Employee’s acceptance of the Award within ninety (90) days of the Grant Date, according to the terms and conditions of this Stock Units Agreement (this “Agreement”) and the Plan. All capitalized terms shall have the meanings ascribed to them in the Plan, unless specifically set forth otherwise herein. The parties hereto agree as follows:
