EXHIBIT 1.1
UNDERWRITING AGREEMENT
____________, _____
Transamerica Finance Corporation
000 Xxxxxxxxxx Xxxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Ladies and Gentlemen:
We understand that Transamerica Finance Corporation, a Delaware
corporation (the "Company"), proposes to issue and sell [insert principal amount
and/or number of and title of Debt Securities (the "Offered Debt Securities")
and/or Warrants (the "Offered Warrants")] [to be sold in units (the "Offered
Units") each consisting of the amount of Offered Debt Securities and Offered
Warrants set forth in Schedule I hereto] (the "Offered Securities") covered by
Registration Statement No. 333-__________. The specific terms of the Offered
Securities are set forth in Schedule I hereto. Subject to the terms and
conditions set forth herein and incorporated by reference herein, the Company
hereby agrees to sell and each underwriter named below (such underwriters being
herein called the "Underwriters"), severally and not jointly agrees to purchase,
at the purchase price set forth in Schedule I hereto, the [principal amount]
[number] of such Offered Securities set forth opposite such Underwriter's name
in Schedule II hereto.
All the provisions contained in the document entitled Transamerica
Finance Corporation Underwriting Agreement Standard Provisions for Debt
Securities and Warrants (December 1998) (the "Standard Provisions"), a copy of
which we have previously received, 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. For purposes of the
Standard Provisions, the term Representatives shall mean
________________________________________________.
The Underwriters will pay for the Offered Securities at the office of
___________________________________, ___________________________________,
___________________________________, at _____ A.M. _________________________
[time] on _________, ____________, ____or at such other time and place as shall
be mutually agreed upon (the "Closing Date"), upon confirmation of delivery to
the Underwriters in New York City of certificates for the Offered Securities in
such denominations as the Underwriters request. Payment shall be made in the
following funds:
_____________________________________________________________________________.
The Company agrees to have the Offered Securities available for inspection,
checking and packaging by the Underwriters in _________________________, not
later than ____ _.M. (New York time) on the business day next preceding the
Closing Date.
[The Representatives have received at the time this Agreement is executed a
letter from Ernst & Young LLP, independent public accountants [or other
independent accountants acceptable to the Representatives], dated the date of
this Agreement, to the effect set forth in Exhibit D to the Underwriting
Agreement Standard Provisions for Debt Securities and Warrants (December 1998),
incorporated in this Agreement.]
[If any one or more Underwriters shall fail to purchase and pay for any of
the Offered Securities agreed to be purchased by such Underwriter or
Underwriters hereunder and such failure to purchase shall constitute a default
in the performance of its or their obligations under this Agreement, the
nondefaulting Underwriters shall be obligated severally to take up and pay for
(in the respective proportions which the amount of Offered Securities set forth
opposite their names in Schedule I hereto bears to the aggregate amount of
Offered Securities set forth opposite the names of all the remaining
Underwriters) the Offered Securities which the defaulting Underwriter or
Underwriters agreed but failed to purchase; provided, however, that in the event
-------- -------
that the aggregate amount of Offered Securities which the defaulting Underwriter
or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate
amount of Offered Securities set forth in Schedule I hereto, the nondefaulting
Underwriters shall have the right to purchase all, but shall not be under any
obligation to purchase any, of the Offered Securities, and if such nondefaulting
Underwriters do not purchase all the Offered Securities, this Agreement will
terminate without liability to any nondefaulting Underwriter or the Company
other than as provided in Section 9 hereof. In the event of a default by any
Underwriter as set forth in this paragraph, the Closing Date shall be postponed
for such period, not exceeding seven days, as the Representatives shall
determine in order that the required changes in the Registration Statement and
the Prospectus or in any other documents or arrangements may be effected.
Nothing contained in this paragraph shall relieve any defaulting Underwriter of
its liability, if any, to the Company and any nondefaulting Underwriter for
damages occasioned by its default hereunder.]
[The Company will reimburse the Underwriters for their out-of-pocket
expenses, including counsel fees, in connection with the issuance and sale of
the Offered Securities pursuant to this Agreement.]
Notices shall be sent to the Underwriters at the following addresses:
______________________________________________________________________________.
This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.
2
Please confirm your agreement by having your authorized officers sign
a copy of this Agreement in the space set forth below and returning the signed
copy to us.
Very truly yours,
(Signed on behalf of the Underwriters)/*/
____________________________________________
Accepted:
TRANSAMERICA FINANCE CORPORATION
By:_________________________
Title:______________________
Dated: __________________
___________________
/*/ To be executed by all the Underwriters listed on Schedule II hereto or by
one or more of such Underwriters on behalf of itself (themselves) and the other
Underwriters listed on Schedule II.
3
SCHEDULE I
Underwriting Agreement dated __________ __, ____.
Debt Securities
Title:
Principal amount and currency:
Public offering price and currency:
Purchase price and currency (include accrued interest and amortization, if
any):
Sinking fund provisions:
Redemption or repayment provisions:
Other provisions:
Warrants
Title:
Number:
Warrant exercise price and currency:
Public offering price and currency:
Purchase price and currency:
Principal amount and currency of Warrant Securities issuable upon exercise of
one Warrant:
Date after which Warrants are exercisable:
Expiration date:
Warrant Agent: . . . (the "Warrant Agents")
Other provisions:
Units
Title and principal amount of Debt Securities and title and number of Warrants
included in one Unit:
Public offering price and currency:
I-1
Purchase price and currency:
Detachable Date:
Other provisions:
Warrant Securities
Title:
Principal amount and currency:
Sinking fund provisions:
Redemption provisions:
Other provisions:
I-2
SCHEDULE II
NAME PRINCIPAL
AMOUNT/
NUMBER
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Total................................................
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II-1
