EX-1.1
from 8-K
37 pages
Execution Version 741716996.2 Assured Guaranty US Holdings Inc. Assured Guaranty Ltd. $500,000,000 3.150% Senior Notes Due 2031 Underwriting Agreement May 19, 2021 Goldman Sachs & Co. LLC Bofa Securities, Inc. as Representatives of the Several Underwriters C/O Goldman Sachs & Co. LLC 200 West Street, New York, New York 10282-2198 C/O Bofa Securities, Inc. One Bryant Park New York, New York 10036 Ladies and Gentlemen: Assured Guaranty US Holdings Inc., a Delaware Corporation (The “Issuer”), Proposes to Issue and Sell to the Several Underwriters Named in Schedule a Hereto (The “Underwriters”) $500,000,000 Aggregate Principal Amount of Its 3.150% Senior Notes Due 2031 (The “Notes”), to Be Issued Under an Indenture, Dated as of May 1, 2004 (The “Indenture”), Among the Issuer, Assured Guaranty Ltd., a Bermuda Company (The “Guarantor”), and the Bank of New York Mellon, as Trustee (The “Trustee”). Goldman Sachs & Co. LLC and Bofa Securities, Inc. Have Agreed to Act as Representatives of the Several Underwriters (In Such Capacity, the “Representatives”) in Connection With the Offering and Sale of the Securities (As Defined Below). Pursuant to the Indenture, the Guarantor Has Agreed to Fully and Unconditionally Guarantee (The “Guarantee,” and Together With the Notes, the “Securities”), the Payment of Principal Of, Premium, if Any, and Interest on the Notes. the Issuer and the Guarantor Hereby Confirm Their Agreement With the Underwriters as Follows: Section 1. Representations and Warranties. Each of the Issuer and the Guarantor, Jointly and Severally, Hereby Represents, Warrants and Covenants to Each Underwriter as Follows: I. Registration Statement and Prospectus. the Issuer and the Guarantor Have Prepared and Filed With the Securities and Exchange Commission (The “Commission”) an Exhibit 1.1
12/34/56
