BORGWARNER INC. €500,000,000 1.800% SENIOR NOTES DUE 2022 UNDERWRITING AGREEMENTUnderwriting Agreement • November 6th, 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 AG, London Branch, HSBC Bank plc and Morgan Stanley & Co. International plc are acting as lead managers (the “Lead Managers”), the principal amount of its 1.800% Senior Notes due 2022 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.”
1.800% SENIOR NOTES DUE 2022 FIFTH SUPPLEMENTAL INDENTURE between BORGWARNER INC., as Issuer and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee, Paying Agent, Security Registrar and Transfer Agent Dated as of November 6, 2015Fifth Supplemental Indenture • November 6th, 2015 • Borgwarner Inc • Motor vehicle parts & accessories • New York
FIFTH SUPPLEMENTAL INDENTURE, dated as of November 6, 2015 (the “Supplemental Indenture”), between BorgWarner Inc. (formerly known as Borg-Warner Automotive, Inc.), a Delaware corporation (the “Company”) and Deutsche Bank Trust Company Americas, a national banking association, having its Corporate Trust Office at 60 Wall Street, Trust and Agency Services, 16th Floor, New York, New York 10005, as series trustee (the “Trustee”), paying agent (the “Paying Agent”), security registrar (the “Security Registrar”) and transfer agent (the “Transfer Agent”) supplemental to that certain Indenture, dated as of September 23, 1999 (the “Base Indenture” and, as supplemented by this Supplemental Indenture, the “Indenture”), between 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 original trustee (the “Original Tr
