0000908255-11-000008 Sample Contracts

4.625% SENIOR NOTES DUE 2020 THIRD SUPPLEMENTAL INDENTURE between BORGWARNER INC., as Issuer and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee Dated as of September 16, 2010
Third Supplemental Indenture • February 11th, 2011 • Borgwarner Inc • Motor vehicle parts & accessories • New York

THIRD SUPPLEMENTAL INDENTURE, dated as of September 16, 2010 (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. (formerly known as 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.

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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 2012
Indenture • February 11th, 2011 • 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;

5.750% SENIOR NOTES DUE 2016 FIRST SUPPLEMENTAL INDENTURE between BORGWARNER INC., as Issuer and THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee Dated as of November 1, 2006
Indenture • February 11th, 2011 • Borgwarner Inc • Motor vehicle parts & accessories • New York

FIRST SUPPLEMENTAL INDENTURE, dated as of November [__], 2006 (the "Supplemental Indenture "), between BorgWarner Inc., a Delaware corporation (the "Company"), and The Bank of New York Trust Company, N.A. successor in interest to J.P. Morgan Trust Company, N.A. (formerly known as 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.

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