Exhibit 1.1
UNDERWRITING AGREEMENT
As of ________, 200_
GE Global Insurance Holding Corporation
0000 Xxxxxxx
Xxxxxxxx Xxxx, Xxxxxx 00000
Dear Sirs:
We (the "Manager") are acting on behalf of the underwriter or underwriters
(including ourselves) named below (such underwriter or underwriters being herein
called the "Underwriters"), and we understand that GE Global Insurance Holding
Corporation, a Delaware corporation (the "Company"), proposes to issue and sell
[Currency and Principal Amount] aggregate principal amount of [Full title of
Notes] (the "Notes"). The Notes will be issued pursuant to the provisions of the
Indenture listed below (as such Indenture shall be supplemented to the date
hereof) (the "Indenture") between the Company and the Trustee named below (the
"Trustee").
Subject to the terms and conditions set forth or incorporated by reference
herein, the Company hereby agrees to sell and the Underwriters agree to
purchase, severally and not jointly, the respective principal amounts of Notes
set forth below opposite their names at a purchase price of ____% of the
principal amount of Notes [plus accrued interest, if any, from [Date of Notes]
to the date of payment and delivery:
Principal Amount
Name of Notes
---- ----------------
$
[Insert syndicate list] Total...... =================
The Underwriters will pay for the Notes upon delivery thereof at the
location identified below at _____ a.m. (New York time) on ___________, 200_, or
at such other time, not later than 3:00 p.m. (New York time) on _________, 200_,
as shall be agreed upon by the Company and the Manager. The time and date of
such payment and delivery are hereinafter referred to as the "Closing Date".
The Notes shall have the terms set forth in the Prospectus dated _________,
2000 and the Prospectus Supplement dated _________, 200_, including the
following:
Registration Statement No. 333-
Manager(s) and address(es):
Certain Terms of the Notes:
Title of Notes:
Aggregate Principal Amount of Notes:
Maturity Date:
Interest Rate:
Principal and Interest ___________ __ and
Payment Dates: ___________ __, commencing
___________ __, 200_
Record Dates: ___________ __ and
___________ __
Redemption Provisions:
Repayment Provisions:
Title of Indenture:
Trustee:
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Note Transfer Agent and Registrar:
Closing Date and Location:
The Notes are to be offered to the public at the Initial Public Offering
Price specified below, and to dealers at prices which represent concessions not
in excess of the Dealer Concession set forth below, and the Underwriters may
allow and such dealers may reallow concessions not in excess of the Reallowance
Concession set forth below:
Initial Public Offering Price: ___% of the principal amount of the
Notes [plus accrued interest from
_________, 200_](1)
Purchase Price: __% of the principal amount of the
Notes [plus accrued interest from
____, 200_](1)
Dealer Concession: ____% of the principal amount of the
Notes
Reallowance Concession: ____% of the principal amount of the
Notes
[In addition to the conditions to the several obligations of the
Underwriters incorporated by reference herein, the several obligations of the
Underwriters hereunder are subject to the condition that the Notes shall be
rated no lower than "AA" by Standard & Poor's Corporation and "Aa" by Xxxxx'x
Investors Service, Inc.](2)
All provisions contained in the document entitled GE Global Insurance
Holding Corporation Underwriting Agreement Standard Provisions (Debt Securities)
dated February 21, 1996 (the "Standard Provisions"), are herein incorporated by
reference in their entirety and shall be deemed to be a part of this Agreement
to the same extent as if such provisions had been set forth in full herein,
except that if any term defined in such document is otherwise defined herein,
the definition set forth herein shall control.
----------
(1) To be added only if the transaction does not close flat.
(2) To be included only in the Underwriting Agreement relating to the first
issuance of Notes.
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This Agreement may be signed in any number of counterparts, each of which
shall be an original, with the same effect as if the signatures thereto and
hereto were upon the same instrument.
Please confirm your agreement by having an authorized officer sign a copy
of this Agreement as of the date first set forth above in the space set forth
below.
Very truly yours,
[Name(s) of Representative(s) or
Underwriter(s)]
[Acting severally on behalf of
themselves and the several
Underwriters named herein]
By: [Name of Signing
Representative or Underwriter]
By: __________________________
Name:
Title:
Accepted:
GE GLOBAL INSURANCE
HOLDING CORPORATION
By: _____________________________
Name:
Title:
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