BORGWARNER INC. €1,000,000,000 1.000% SENIOR NOTES DUE 2031 UNDERWRITING AGREEMENTUnderwriting Agreement • May 13th, 2021 • Borgwarner Inc • Motor vehicle parts & accessories • New York
Contract Type FiledMay 13th, 2021 Company Industry JurisdictionBorgWarner 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, Merrill Lynch International and J.P. Morgan Securities plc are acting as lead managers (the “Lead Managers”), the principal amount of its 1.000% Senior Notes due 2031 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.”