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.”
4.625% SENIOR NOTES DUE 2020 THIRD SUPPLEMENTAL INDENTURE between BORGWARNER INC., as Issuer and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee Dated as of September 16, 2010Third Supplemental Indenture • September 16th, 2010 • Borgwarner Inc • Motor vehicle parts & accessories • New York
THIRD SUPPLEMENTAL INDENTURE, dated as of September 16, 2010 (the “Supplemental Indenture”), between BorgWarner Inc. (formerly known as Borg-Warner Automotive, Inc.), a Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A. successor in interest to J.P. Morgan Trust Company, N.A. (formerly known as Chase Manhattan Trust Company, National Association), a national banking association, as trustee (the “Trustee”), under the Indenture, dated as of September 23, 1999 (the “Indenture”), between the Company and the Trustee.
