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.
SENIOR NOTES DUE 2016 FIRST SUPPLEMENTAL INDENTURE between BORGWARNER INC., as Issuer and THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee Dated as of [___________], 2006First Supplemental Indenture • October 30th, 2006 • Borgwarner Inc • Motor vehicle parts & accessories • New York
