TO THE FIRST NATIONAL BANK OF CHICAGO Trustee INDENTUREBorg Warner Automotive Inc • October 24th, 1996 • Motor vehicle parts & accessories • New York
The price to the public per share for the U.S. Shares and the purchase price per share for the U.S. Shares shall be agreed upon by the Selling Stockholders and the U.S. Representatives, acting on behalf of the several U.S. Underwriters, and such...Purchase Agreement • January 27th, 1997 • Borg Warner Automotive Inc • Motor vehicle parts & accessories • New York
EXHIBIT 2 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 21st, 1998 • Borg Warner Automotive Inc • Motor vehicle parts & accessories • Delaware
Execution Copy CREDIT AGREEMENTCredit Agreement • November 30th, 2004 • Borgwarner Inc • Motor vehicle parts & accessories • London
1 Exhibit 1.2 BORG-WARNER AUTOMOTIVE, INC. (a Delaware corporation) 900,000 Shares of Common Stock INTERNATIONAL PURCHASE AGREEMENTBorg Warner Automotive Inc • January 27th, 1997 • Motor vehicle parts & accessories • New York
Third Amendment Dated as of December 20, 2000 to Amended and Restated Receivables Loan Agreement Amended and Restated Receivables Purchase Agreement Amended and Restated Subordination Agreement Amended and Restated Limited Guaranty each Dated as of...Receivables Purchase Agreement • March 23rd, 2001 • Borgwarner Inc • Motor vehicle parts & accessories • Illinois
TOIndenture • October 6th, 1999 • Borg Warner Automotive Inc • Motor vehicle parts & accessories • New York
EXHIBIT 4.24 DECLARATION OF TRUST DECLARATION OF TRUST, dated as of November 16, 2001, between BorgWarner Inc., as sponsor (the "Sponsor"), Bank One Delaware, Inc., as Delaware trustee (the "Delaware Trustee"), and Jeffrey L. Obermayer, Margaret E....Borgwarner Inc • November 21st, 2001 • Motor vehicle parts & accessories
W I T N E S S E T H :Borg Warner Automotive Inc • March 21st, 1997 • Motor vehicle parts & accessories • New York
BUYER'S CALL OPTION AGREEMENT regarding the Purchase of Shares in BERU Aktiengesellschaft BUYER'S CALL OPTION AGREEMENT by and between 1. Annegret Birkel, Klosterfeldstrabe 14, 21614 Buxtehude, represented by Wolfram Birkel on the basis of a power of...Sale and Purchase Agreement • November 4th, 2004 • Borgwarner Inc • Motor vehicle parts & accessories
EXHIBIT 4.22 DECLARATION OF TRUST DECLARATION OF TRUST, dated as of November 16, 2001, between BorgWarner Inc., as sponsor (the "Sponsor"), Bank One Delaware, Inc., as Delaware trustee (the "Delaware Trustee"), and Jeffrey L. Obermayer, Margaret E....Borgwarner Inc • November 21st, 2001 • Motor vehicle parts & accessories
AGREEMENT AND PLAN OF MERGER by and among BORGWARNER INC., BAND MERGER SUB, INC. and REMY INTERNATIONAL, INC. Dated as of July 12, 2015Agreement and Plan of Merger • July 14th, 2015 • Borgwarner Inc • Motor vehicle parts & accessories • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 12, 2015, is by and among BorgWarner Inc., a Delaware corporation (“Parent”), Band Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”) and Remy International, Inc., a Delaware corporation (the “Company” and together with Parent and Merger Sub, the “Parties”).
EXECUTION COPY FIRST AMENDMENT FIRST AMENDMENT, dated as of August 3, 2000 (this "Amendment"), to the Credit Agreement, dated as of July 21, 2000 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among...First Amendment • March 23rd, 2001 • Borgwarner Inc • Motor vehicle parts & accessories • New York
150,000,000 8% SENIOR NOTES DUE 2019 TERMS AGREEMENTTerms Agreement • October 6th, 1999 • Borg Warner Automotive Inc • Motor vehicle parts & accessories • New York
BORGWARNER INC. 2004 STOCK INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AWARD AGREEMENT Stock Option Grant Awarded to _____________________ Column (1) Column (2) Column (3) Column (4) Column (5) Column (6) Date of Number of Exercise Type of Stock...Borgwarner Inc • November 9th, 2004 • Motor vehicle parts & accessories • Delaware
AMENDMENT TO CREDIT AGREEMENT Amendment dated as of February 2, 1999 to the Credit Agreement dated as of December 7, 1994 (as amended and restated by the Replacement and Restatement Amendment, dated as of October 10, 1996 and as may be amended,...Credit Agreement • March 19th, 1999 • Borg Warner Automotive Inc • Motor vehicle parts & accessories • New York
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • October 29th, 2015 • Borgwarner Inc • Motor vehicle parts & accessories • New York
This AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “Amendment”), dated as of October 27, 2015, is entered into by and among BORGWARNER INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions from time to time parties thereto (the “Lenders”), and BANK OF AMERICA, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), and as Swingline Lender and as an Issuing Bank.
THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 29, 2017 among BORGWARNER INC., as BorrowerCredit Agreement • June 30th, 2017 • Borgwarner Inc • Motor vehicle parts & accessories • New York
THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 29, 2017, among BORGWARNER INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions from time to time parties hereto (the “Lenders”), and BANK OF AMERICA, N.A., as administrative agent for the Lenders and as Swingline Lender (defined below) and an Issuing Bank (defined below).
AMENDED AND RESTATED CHANGE OF CONTROL EMPLOYMENT AGREEMENTChange of Control Employment Agreement • February 13th, 2014 • Borgwarner Inc • Motor vehicle parts & accessories • Michigan
The Board of Directors of the Company (the “Board”), has determined that it is in the best interests of the Company and its stockholders to assure that the Company will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined below) of the Company. The Board believes it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by a pending or threatened Change of Control and to encourage the Executive’s full attention and dedication to the Company currently and in the event of any threatened or pending Change of Control, and to provide the Executive with compensation and benefits arrangements upon a Change of Control which ensure that the compensation and benefits expectations of the Executive will be satisfied and which are competitive with those of other corporations. Therefore, in order to accomplish these objectives and in considerati
CREDIT AGREEMENT dated as of March 31, 2010 among BORGWARNER INC., as Borrower The Lenders Party Hereto BANK OF AMERICA, N.A., as Administrative Agent, the Swingline Lender, an Issuing Bank and a Lender DEUTSCHE BANK SECURITIES INC. and CITIBANK,...Credit Agreement • April 6th, 2010 • Borgwarner Inc • Motor vehicle parts & accessories • New York
CREDIT AGREEMENT, dated as of March 31, 2010, among BORGWARNER INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions from time to time parties hereto (the “Lenders”), and BANK OF AMERICA, N.A., as administrative agent for the Lenders and as Swingline Lender (defined below) and an Issuing Bank (defined below).
CHANGE OF CONTROL EMPLOYMENT AGREEMENTChange of Control Employment Agreement • May 4th, 2023 • Borgwarner Inc • Motor vehicle parts & accessories
AGREEMENT by and between BorgWarner Inc., a Delaware corporation (the “Company”) and Isabelle McKenzie (the “Executive”) dated as of the 1th of March 2023.
FIRST AMENDMENT DATED AS OF APRIL 29, 2005 TO SECOND AMENDED AND RESTATED RECEIVABLES LOAN AGREEMENTReceivables Loan Agreement • February 17th, 2006 • Borgwarner Inc • Motor vehicle parts & accessories • Illinois
BORGWARNER INC. UNDERWRITING AGREEMENTUnderwriting Agreement • June 19th, 2020 • 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 representatives (the “Representatives”), the principal amount of its 2.650% Senior Notes due 2027 (the “Securities”) set forth in Schedule I hereto, 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 Representatives listed in Schedule I hereto, then the terms “Underwriters” and “Representatives” 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 EXHIBIT 1.1 ----------- FORM OF PURCHASE AGREEMENT BORG-WARNER AUTOMOTIVE, INC. (a Delaware corporation) __% Senior Notes due 2006 PURCHASE AGREEMENT Dated:_________________, 1996 2 BORG-WARNER AUTOMOTIVE, INC. (a Delaware corporation) ___% Senior...Of Purchase Agreement • October 24th, 1996 • Borg Warner Automotive Inc • Motor vehicle parts & accessories • New York
BORGWARNER INC. __% SENIOR NOTES DUE 2016 UNDERWRITING AGREEMENTUnderwriting Agreement • October 30th, 2006 • 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”), the principal amount of its debt securities identified 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.
BORGWARNER INC. Restricted Stock Agreement For Non-Employee DirectorsRestricted Stock Agreement • February 9th, 2023 • Borgwarner Inc • Motor vehicle parts & accessories • Delaware
THIS Restricted Stock Agreement (the “Agreement”) dated as of April 27, 2022, by and between BORGWARNER INC., a Delaware corporation (the “Company”), and [Name] (the “Director”) is entered into as follows:
AMONG BWA RECEIVABLES CORPORATION, AS BORROWER,Receivables Loan Agreement • February 17th, 2006 • Borgwarner Inc • Motor vehicle parts & accessories • Illinois
BorgWarner Inc. 2014 Stock Incentive Plan Performance Share Award AgreementShare Award Agreement • April 26th, 2018 • Borgwarner Inc • Motor vehicle parts & accessories • Delaware
You have been selected to receive a Performance Share Award under the BorgWarner Inc. 2014 Stock Incentive Plan (the “Plan”), as specified below:
FIFTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of September 22, 2023 among BORGWARNER INC., as Borrower The Lenders Party Hereto BANK OF AMERICA, N.A., as Administrative Agent, the Swingline Lender, an Issuing Bank and a Lender CITIBANK, N.A.,...Credit Agreement • September 22nd, 2023 • Borgwarner Inc • Motor vehicle parts & accessories • New York
FIFTH AMENDED AND RESTATED CREDIT AGREEMENT, dated as of September 22, 2023, among BORGWARNER INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions from time to time parties hereto (the “Lenders”), and BANK OF AMERICA, N.A., as administrative agent for the Lenders and as Swingline Lender (defined below) and an Issuing Bank (defined below).
BORGWARNER INC. Restricted Stock Agreement For EmployeesRestricted Stock Agreement • July 30th, 2015 • Borgwarner Inc • Motor vehicle parts & accessories • Delaware
THIS Restricted Stock Agreement (the “Agreement”) dated as of ___________, 2015, by and between BORGWARNER INC., a Delaware corporation (the “Company”) and
W I T N E S S E T H :Replacement and Restatement Agreement • November 14th, 1996 • Borg Warner Automotive Inc • Motor vehicle parts & accessories • New York
AGREEMENT ON THE IRREVOCABLE UNDERTAKINGArbitration Agreement • March 26th, 2021 • Borgwarner Inc • Motor vehicle parts & accessories
Now, therefore, the Parties enter into this agreement on the acceptance of a potential public takeover offer (the Agreement):
TABLE OF CONTENTS Page ARTICLE I Definitions 1 SECTION 1.1. Defined Terms 1 SECTION 1.2. Classification of Loans and Borrowings 20 SECTION 1.3. Terms Generally 20 SECTION 1.4. Accounting Terms; GAAP 20 SECTION 1.5. Change of Currency. 20 ARTICLE II...Execution Copy Credit Agreement • November 9th, 2004 • Borgwarner Inc • Motor vehicle parts & accessories • London
BORGWARNER INC. Restricted Stock Agreement—Employees2018 Stock Incentive Plan • May 4th, 2022 • Borgwarner Inc • Motor vehicle parts & accessories • Delaware
BorgWarner, Inc., a Delaware corporation (the “Company), hereby awards to the Employee indicated below a Restricted Stock Award (the “Award”) under the BorgWarner Inc. 2018 Stock Incentive Plan (the “Plan”), as specified below, effective as of the Grant Date, according to the terms and conditions of this Restricted Stock Agreement (this “Agreement”) and the Plan. All capitalized terms shall have the meanings ascribed to them in the Plan, unless specifically set forth otherwise herein. The parties hereto agree as follows:
BORGWARNER INC. Stock Units Award Agreement – Non-U.S. Employees2018 Stock Incentive Plan Stock Units Award Agreement • May 4th, 2022 • Borgwarner Inc • Motor vehicle parts & accessories • Delaware
BorgWarner, Inc., a Delaware corporation (the “Company), hereby awards to the Employee indicated below a Restricted Stock Award (the “Award”) under the BorgWarner Inc. 2018 Stock Incentive Plan (the “Plan”), as specified below, effective as of the Grant Date, according to the terms and conditions of this Restricted Stock Agreement (this “Agreement”) and the Plan. All capitalized terms shall have the meanings ascribed to them in the Plan, unless specifically set forth otherwise herein. The parties hereto agree as follows:
