BORGWARNER INC. UNDERWRITING AGREEMENTBorgwarner Inc • March 16th, 2015 • 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
3.375% SENIOR NOTES DUE 2025 4.375% SENIOR NOTES DUE 2045 FOURTH SUPPLEMENTAL INDENTURE between BORGWARNER INC., as Issuer and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee Dated as of March 16, 2015Borgwarner Inc • March 16th, 2015 • Motor vehicle parts & accessories • New York
FOURTH SUPPLEMENTAL INDENTURE, dated as of March 16, 2015 (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. (successor in interest to The 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.
