BORGWARNER INC. UNDERWRITING AGREEMENTBorgwarner Inc • April 9th, 2009 • 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. as Issuer AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of April 9, 2009 3.50% Convertible Senior Notes due 2012Second Supplemental Indenture • April 9th, 2009 • Borgwarner Inc • Motor vehicle parts & accessories • New York
WHEREAS, the Company executed and delivered the Base Indenture to the Trustee to provide for, among other things, the issuance from time to time of the Company’s debt securities in one or more series as might be authorized under the Base Indenture;
