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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
The Goldman Sachs Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware 13-4019460
(State of incorporation or (I.R.S. Employer Identification No.)
organization)
85 Broad Street, New York, New York 10004
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration If this form relates to the to of a
registration of a class of securities class of securities Section 12(g) of
pursuant pursuant to Section 12(b) of the Exchange Act is effective
the Exchange Act and is effective pursuant to General Instruction
pursuant to General and Instruction A.(d), check the following
A.(c), check the following box.[X] box.[ ]
Securities Act registration statement file number to which this
form relates: 333-75321
---------------
(If applicable)
Securities to be registered pursuant to Section 12(b)of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Callable Index-Linked Note due 2003 Chicago Board Options Exchange
(Linked to the GSTI(TM)Internet Index)
Securities to be registered pursuant to Section 12(g)of the Act:
None
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Item 1. Description of Registrant's Securities to be Registered.
The material set forth in (i) the section captioned "Description of
Notes We May Offer" in the registrant's registration statement on Form S-1 (No.
333-75321) and (ii) the section "Specific Terms of Your Note" in the Prospectus
Supplement No. 49, dated November 24, 1999 to the registrant's Prospectus, dated
May 18, 1999, are each incorporated herein by reference.
Item 2. Exhibits.
1. Indenture, dated as of May 19, 1999, between The Goldman Sachs
Group, Inc. and The Bank of New York, as trustee, incorporated
herein by reference to Exhibit 6 to the registrant's
registration statement on Form 8-A (No. 001-14965).
2. Form of The Goldman Sachs Group, Inc.'s Index-Linked Note due
2003 (Linked to the GSTI(TM) Internet Index).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereto duly authorized.
Date: November 30, 1999 THE GOLDMAN SACHS GROUP, INC.
By: /s/ Dan H.Jester
-----------------------------------
Name: Dan H. Jester
Title: Vice President and Treasurer
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Exhibit No. EXHIBIT INDEX
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1. Indenture, dated as of May 19, 1999, between The Goldman Sachs
Group, Inc. and The Bank of New York, as trustee, incorporated
herein by reference to Exhibit 6 to the registrant's
registration statement on Form 8-A (No. 001-14965).
2. Form of The Goldman Sachs Group, Inc.'s Index-Linked Note due
2003 (Linked to the GSTI(TM) Internet Index).
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(Face of Security)
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE GOLDMAN
SACHS GROUP, INC. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
IN SUCH OTHER NAMES AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
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CUSIP
No. 38141GAF1
THE GOLDMAN SACHS GROUP, INC.
MEDIUM-TERM NOTES, SERIES B
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Callable Index-Linked Note due 2003
(Linked to the GSTI(TM) Internet Index)
----------
The following terms apply to this Security. Capitalized terms that are not
defined the first time they are used in this Security shall have the meanings
indicated elsewhere in this Security.
FACE AMOUNT: $29,525,000
PRINCIPAL AMOUNT: on the Stated Maturity Date, the Company will pay the Holder
cash equal to 90% of the Face Amount then Outstanding plus the additional
amount, if any, unless the Company exercises the Call Right, all as provided on
the face of this Security. The additional amount, which will be payable only if
the Final GIN Index level exceeds the Reference GIN Index level, will be an
amount equal to the Face Amount then Outstanding multiplied by a fraction, the
numerator of which is the Final GIN Index level minus the Reference GIN Index
level and the denominator of which is the Reference GIN Index level.
GIN INDEX: the GSTI(TM) Internet Index, as published and calculated by the
Chicago Board Options Exchange, Incorporated, or any Successor GIN Index, in
each case as it may be modified, replaced or adjusted from time to time as
provided on the face of this Security.
CALL RIGHT: the Company may redeem this Security as provided in section 3 on
the face of this Security.
CALCULATION AGENT: Goldman, Sachs & Co.
DEFEASANCE: neither full defeasance nor covenant defeasance applies to this
Security.
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OTHER TERMS:
All terms used in this Security that are not defined in this Security but
are defined in the Indenture referred to on the reverse of this Security shall
have the meanings assigned to them in the Indenture. References in this
Security to numbered sections are to numbered sections on the face of this
Security, unless the context requires otherwise. Section headings on the face of
this Security are for convenience only and shall not affect the construction of
this Security.
"Authorized Denomination" means, with respect to this security, a Face
Amount of $10,000 or a multiple of $1,000 in excess of $10,000.
"Business Day" means any day that is not a Saturday, a Sunday or a day on
which the New York Stock Exchange, the American Stock Exchange or NASDAQ
National Market System (or, if different, the principal securities markets in
which the GIN Index Stocks are then quoted or traded), or on which banking
institutions in The City of New York generally, are authorized or obligated by
law, regulation or executive order to close, or on which the GIN Index is not
calculated and published by the GIN Index Calculator or the GIN Index Sponsor
because the GIN Index Calculator or the GIN Index Sponsor is not open for
business.
"Call Date" means the first Business Day immediately following either (i)
December 2, 2001 or (ii) December 2, 2002, as specified by the Company in a
Call Notice for redemption of the Outstanding Face Amount of this Security. As
applied to this Security, the term "Redemption Date" as used in the Indenture
shall mean the Call Date, if any.
"Call Notice" means a notice of redemption given by the Company to the
Holder of this Security as provided in section 3.
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"Default Amount" means, on any day, an amount, in U.S. dollars, equal to
the cost of having a Qualified Financial Institution expressly assume, as of
such day, the due and punctual payment of the principal of and any interest on
this Security, and the performance or observance of every covenant hereof and of
the Indenture on the part of the Company to be performed or observed with
respect to this Security (or to undertake other obligations providing
substantially equivalent economic value to the Holder of this Security as the
Company's obligations hereunder). Such cost will equal (i) the lowest amount
that a Qualified Financial Institution (selected as provided below) would charge
to effect such assumption (or undertaking) plus (ii) the reasonable expenses
(including reasonable attorneys' fees) incurred by the Holder of this Security
in preparing any documentation necessary for such assumption (or undertaking).
During the Default Quotation Period, each of the Holder of this Security and the
Company may request a Qualified Financial Institution to provide a quotation of
the amount it would charge to effect such assumption (or undertaking) and notify
the other in writing of such quotation. The amount referred to in clause (i) of
this paragraph will equal the lowest (or, if there is only one, the only)
quotation so obtained, and as to which notice is so given, during the Default
Quotation Period; provided that, with respect to any quotation, the party not
obtaining such quotation may object, on reasonable and significant grounds, to
the effectuation of such assumption (or undertaking) by the Qualified Financial
Institution providing such quotation and notify the other party in writing of
such grounds within two Business Days after the last day of the Default
Quotation Period, in which case such quotation will be disregarded in
determining the Default Amount. The "Default Quotation Period" will be the
period beginning on the day the Default Amount first becomes due and payable and
ending on the third Business Day after such due day, unless no such quotation is
so obtained, or unless every such quotation so obtained is objected to within
five Business Days after such due day as provided above, in which case the
Default Quotation Period will continue until the third Business Day after the
first Business Day on which
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prompt notice is given of such a quotation as provided above, unless such
quotation is objected to as provided above within five Business Days after such
first Business Day, in which case the Default Quotation Period will continue as
provided in this sentence. Notwithstanding the foregoing, if the Default
Quotation Period (and the subsequent two Business Day objection period) has
not ended prior to the Determination Date, then the Default Amount will equal
the Principal Amount.
"Determination Date" means the fifth Business Day prior to December 2,
2003; provided, however, that if a Market Disruption Event occurs or is
continuing on that fifth prior Business Day, the Determination Date will be the
next succeeding Business Day on which a Market Disruption Event does not occur
and is not continuing; provided, further, that in no event will the
Determination Date be later than December 2, 2003 or, if December 2, 2003 is not
a Business Day, later than the first Business Day after December 2, 2003.
"Final GIN Index Level" means the closing level of the GIN Index on the
Determination Date, subject to adjustment as provided in Section 4 on the face
of this Security.
"GIN Index Calculator" means, at any time, the Person or entity, including
any successor calculator, that calculates the GIN Index as then in effect. The
GIN Index Calculator is, as of the date of this Security, the Chicago Board
Options Exchange.
"GIN Index Sponsor" means, at any time, the Person or entity, including
any successor sponsor, that determines the GIN Index as then in effect. The GIN
Index Sponsor is, as of the date of this Security, Goldman, Sachs & Co.
"GIN Index Stocks" means, at any time, the stocks that comprise the GIN
Index as then in effect, after giving effect to any additions, deletions or
substitutions.
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"Market Disruption Event" means, with respect to the GIN Index, (i) a
suspension, absence or material limitation of trading in any one or more of the
GIN Index Stocks on their primary market for more than two hours of trading or
during the one-half hour period preceding the close of trading in such market,
(ii) a suspension, absence or material limitation of trading in option or
futures contracts related to the GIN Index or to any one or more of the GIN
Index Stocks, if available, in the primary market for such contracts for more
than two hours of trading or during the one-half hour period preceding the close
of trading in such market or (iii) any one or more of the GIN Index Stocks or
option or futures contracts related to the GIN Index or to any one or more of
the GIN Index Stocks, if available, do not trade on what was the primary market
for those GIN Index Stocks or contracts, in each case (i), (ii) and (iii) as
determined by the Calculation Agent; provided, however, that no such event
described in clause (i), (ii) or (iii) will be a Market Disruption Event unless
the Calculation Agent also determines that such event materially interferes with
the ability of the Company or any of its affiliates to unwind all or a material
portion of any hedge that any of them effects with respect to this Security. For
purposes of determining whether a Market Disruption Event has occurred, (a) a
limitation on the hours or numbers of days of trading in the relevant market
will not constitute a Market Disruption Event if it results from an announced
change in the regular business hours of such market, (b) a decision to
permanently discontinue trading in the relevant option or futures contracts will
not constitute a Market Disruption Event, (c) a suspension or limitation of
trading in any one or more GIN Index Stocks or in option or futures contracts
related to the GIN Index or any one or more GIN Index Stocks, if available, in
the primary market for such stock or such contracts, by reason of (1) a price
change exceeding limits set by such market, (2) an imbalance of orders relating
to such stock or such contracts or (3) a disparity in bid and ask quotes
relating to such stock or such contracts, will, in each case (1), (2) and (3),
constitute a suspension or material limitation of trading in such stock or such
contracts related to the GIN Index or any
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one or more GIN Index Stocks and (d) an "absence of trading" in the primary
market on which any one or more GIN Index Stocks, or on which option or futures
contracts related to the GIN Index or to any one or more GIN Index Stocks, are
traded will not include any time when such market is itself closed for trading
under ordinary circumstances.
"ORIGINAL ISSUE DATE" means December 2, 1999.
"QUALIFIED FINANCIAL INSTITUTION" means, at any time, a financial
institution organized under the laws of any jurisdiction in the United States
of America, Europe or Japan that at such time has outstanding debt obligations
with a stated maturity of one year or less from the date of issue and rated A-1
or higher by Standard & Poor's Ratings Group (or any successor) or P-1 or
higher by Moody's Investors Service, Inc. (or any successor) or, in either
case, such other comparable rating, if any, then used by such rating agency.
"REDEMPTION PRICE" means the amount payable in respect of this Security on
a Call Date pursuant to section 3.
"REFERENCE GIN INDEX LEVEL" means 605.59.
"STATED MATURITY DATE" means December 2, 2003 or, if such day is not a
Business Day, the next succeeding Business Day; provided, however, that if the
fifth Business Day preceding December 2, 2003 is not the Determination Date, the
Stated Maturity Date will be the fifth Business Day succeeding the Determination
Date; provided, further, that in no event will the Stated Maturity Date be later
than the fifth Business Day after December 2, 2003 or, if December 2, 2003 is
not a Business Day, later than the sixth Business Day after December 2, 2003.
"SUCCESSOR GIN INDEX" means any substitute index approved by the
Calculation Agent as a Successor GIN Index pursuant to section 4.
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"Trade Date" means November 24, 1999.
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1. Promise to Pay Principal
The Goldman Sachs Group, Inc., a corporation duly organized and existing
under the laws of the State of Delaware (hereinafter called the "Company", which
term includes any successor Person under the Indenture hereinafter referred
to), for value received, hereby promises to pay to Cede & Co., as nominee for
The Depository Trust Company, or registered assigns, as principal, the
Principal Amount on the Stated Maturity Date, subject to the other provisions
of this Security. The Company also promises to pay interest on any overdue
principal, at the rate of ____% per annum (to the extent that payment of such
interest shall be legally enforceable), from the date such principal is due
until it is paid or made available for payment, and any such interest shall be
payable to the Holder on demand. Except as provided in the prior sentence, this
Security shall not bear interest.
2. Principal Amount
The principal of this Security that becomes due and payable on the Stated
Maturity Date shall be the Principal Amount. The principal of this Security
that becomes due and payable on a Call Date shall be the Redemption Price. The
principal of this Security that becomes due and payable upon acceleration of
the Maturity hereof after an Event of Default has occurred pursuant to the
Indenture shall be the Default Amount. When the amount referred to above in
this section 2 has been paid as provided herein (or such amount has been made
available for payment), the principal of this Security shall be deemed to have
been paid in full, whether or not this Security shall have been surrendered for
payment or cancellation. References to the payment of the principal of this
Security on any day shall be deemed to mean the payment of cash that is payable
on such day as provided in this Security.
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Notwithstanding the foregoing, solely for the purpose of determining whether any
consent, waiver, notice or other action to be given or taken by Holders of
Securities pursuant to the Indenture has been given or taken by Holders of
Outstanding Securities in the requisite aggregate principal amount, the
principal amount of this Security on any day will be deemed to equal the Face
Amount then Outstanding. This Security shall cease to be Outstanding as
provided in the definition of such term in the Indenture or when the principal
of this Security shall be deemed to have been paid in full as provided above
and any interest payable on this Security has been paid (or, in the case of any
such interest, when such interest has been made available for payment).
3. Company's Call Right
This Security is subject to redemption upon not less than 15 days' nor
more than 45 days' notice, on each Call Date, in whole but not in part, at the
election of the Company for cash at the following applicable Redemption Price
(expressed as percentages of the Outstanding Face Amount of this Security):
<TABLE>
<CAPTION>
<S> <C>
CALL DATE YEAR REDEMPTION PRICE
-------------- ----------------
2001 160%
2002 190%
</TABLE>
A Call Notice, once given, shall be irrevocable.
4. Discontinuance or Modification of the GIN Index.
If the GIN Index Sponsor or the GIN Index Calculator discontinues
publication of the GIN Index and the GIN Index Sponsor, the GIN Index
Calculator or any other Person or entity publishes a substitute index that the
Calculation Agent determines is comparable to the GIN Index and approves as a
successor GIN Index, then the Calculation Agent will determine the amount
payable on the Stated Maturity Date by reference to the Successor GIN Index.
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If the Calculation Agent determines that the publication of the GIN Index
is discontinued and there is no Successor GIN Index, or that the level of the
GIN Index is not available on the Determination Date because of a Market
Disruption Event or for any other reason, the Calculation Agent will determine
the amount payable on the Stated Maturity Date by reference to a group of
stocks and a computation methodology that the Calculation Agent determines will
as closely as reasonably possible replicate the GIN Index.
If the Calculation Agent determines that the GIN Index, the stocks
comprising the GIN Index or the method of calculating the GIN Index is changed
at any time in any respect -- including any addition, deletion or substitution
and any reweighting or rebalancing of GIN Index Stocks and whether the change
is made by the GIN Index Calculator or the GIN Index Sponsor under existing
policies or following a modification of those policies, is due to the
publication of a Successor GIN Index, is due to events affecting one or more of
the GIN Index Stocks or their issuers or is due to any other reason -- then the
Calculation Agent will make such adjustments in the GIN Index or the method of
its calculation as it believes are appropriate to ensure that the Final GIN
Index Level used to determine the amount payable on the Stated Maturity Date is
equitable.
All determinations and adjustments to be made by the Calculation Agent
with respect to the GIN Index may be made by the Calculation Agent in its sole
discretion.
5. Role of Calculation Agent.
The Calculation Agent will be solely responsible for all determinations
and calculations regarding the GIN Index; whether a Market Disruption Event has
occurred and whether, and if so the day to which, the Determination Date or
Stated Maturity Date is to be postponed; Business Days; the Final GIN Index
Level; the Default Amount; the amount payable in respect of this Security on
the Stated Maturity Date; and all such other matters as may be specified
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elsewhere herein as matters to be determined by the Calculation Agent. The
Calculation Agent shall make all such determinations and calculations in its
sole discretion, and absent manifest error all determinations and calculations
made by the Calculation Agent shall be final and binding on the Company, the
Holder and all other Persons having an interest in this Security, without
liability on the part of the Calculation Agent.
The Company shall take such action as shall be necessary to ensure that
there is at all relevant times a financial institution serving as the
Calculation Agent hereunder. The Company may, in its sole discretion at any time
and from time to time, upon written notice to the Trustee, but without notice to
the Holder of this Security, terminate the appointment of any Person serving as
the Calculation Agent and appoint another Person (including any Affiliate of the
Company) to serve as such agent. Insofar as this Security provides for the
Calculation Agent to obtain closing levels or other information from any
institution or other source, the Calculation Agent may do so from any source or
sources of the kind contemplated or otherwise permitted hereby notwithstanding
that any one or more of such sources are such agent, Affiliates of such agent or
Affiliates of the Company.
6. Payment.
Payment on this Security will be made in such coin or currency of the
United States of America as at the time of payment is legal tender for payment
of public and private debts. Payment on this Security will be made to an account
designated by the Holder (in writing to the Company and the Trustee on or before
the Determination Date) and acceptable to the Company or, if no such account is
designated and acceptable as aforesaid, at the office or agency of the Company
maintained for that purpose in The City of New York, provided, however, that, at
the option of the Company, payment of any interest may be made by check mailed
to the address of the Holder as such address shall appear in the Security
Register; and provided, further, that payment at
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Maturity shall be made only upon surrender of this Security at such office or
agency (unless the Company waives surrender). Notwithstanding the foregoing, if
this Security is a Global Security, any payment may be made pursuant to the
Applicable Procedures of the Depositary as permitted in said Indenture.
7. Holidays.
Notwithstanding any provision of this Security or of the Indenture, if any
payment of principal or interest would otherwise be due on this Security on a
day (the "Specified Day") that is not a Business Day, such delivery or payment
may be made (or such principal or interest may be made available for payment) on
the next succeeding Business Day with the same force and effect as if such
payment were made on the Specified Day. The provisions of this section shall
apply to this Security in lieu of the provisions of Section 113 of the
Indenture.
8. Reverse of this Security.
Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
9. Certificate of Authentication.
Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.
THE GOLDMAN SACHS GROUP, INC.
By ________________________________
Name:
Title:
Dated:
This is one of the Securities of the series designated herein and referred
to in the Indenture.
THE BANK OF NEW YORK,
as Trustee
By ________________________________
Authorized Signatory
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(Reverse of Security)
This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities") issued and to be issued in one or more
series under an Indenture, dated as of May 19, 1999 (herein called the
"Indenture", which term shall have the meaning assigned to it in such
instrument), between the Company and The Bank of New York, as Trustee (herein
called the "Trustee", which term includes any successor trustee under the
Indenture), and reference is hereby made to the Indenture for a statement of
the respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Trustee, the Holders of the Securities and of the terms
upon which the Securities are, and are to be, authenticated and delivered.
Insofar as the provisions of the Indenture may conflict with the provisions set
forth on the face of this Security, the latter shall control for purposes of
this Security.
This Security is one of the series designated on the face hereof, limited
to an aggregate initial offering price not to exceed $15,000,000,000 (or the
equivalent thereof in any other currency or currencies or currency units),
which amount may be increased at the option of the Company if in the future it
determines that it may wish to sell additional Securities of this series.
References herein to "this series" mean the series designated on the face
hereof.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the Securities at
the time Outstanding of all series to be affected (considered together as one
class for this purpose). The Indenture also contains provisions (i) permitting
the Holders of a majority in principal amount of the Securities at the time
Outstanding
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of all series to be affected under the Indenture (considered together as one
class for this purpose), on behalf of the Holders of all Securities of such
series, to waive compliance by the Company with certain provisions of the
Indenture and (ii) permitting the Holders of a majority in principal amount of
the Securities at the time Outstanding of any series to be affected under the
Indenture (with each such series considered separately for this purpose), on
behalf of the Holders of all Securities of such series, to waive certain past
defaults under the Indenture and their consequences. Any such consent or waiver
by the Holder of this Security shall be conclusive and binding upon such Holder
and upon all future Holders of this Security and of any Security issued upon
the registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.
As provided in and subject to the provisions of the Indenture, the Holder
of this Security shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or for
any other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25% in principal amount
of the Securities of this series at the time Outstanding shall have made
written request to the Trustee to institute proceedings in respect of such
Event of Default as Trustee and offered the Trustee indemnity reasonably
satisfactory to it, and the Trustee shall not have received from the Holders of
a majority in principal amount of Securities of this series at the time
Outstanding a direction inconsistent with such request, and shall have failed
to institute any such proceeding, for 60 days after receipt of such notice,
request and offer of indemnity. The foregoing shall not apply to any suit
instituted by the Holder of this Security for the enforcement of any payment of
principal hereof or any interest hereon on or after the respective due dates
expressed herein.
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No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and any interest on this
Security as herein provided.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is registrable in the Security Register,
upon surrender of this Security for registration of transfer at the office or
agency of the Company in any place where the principal of this Security is
payable, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company and the Security Registrar duly executed by,
the Holder hereof or his attorney duly authorized in writing. Thereupon one or
more new Securities of this series and of like tenor, of authorized
denominations and for the same aggregate Face Amount, will be issued to the
designated transferee or transferees.
This Security, and any other Securities of this series and of like tenor,
are issuable only in registered form without coupons in Authorized
Denominations. As provided in the Indenture and subject to certain limitations
therein set forth, Securities of this series are exchangeable for a like
aggregate principal amount of Securities of this series and of like tenor of a
different Authorized Denomination, as requested by the Holder surrendering the
same.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for
all purposes, whether or not this Security be overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the contrary.
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This Security and the Indenture shall be governed by and construed in
accordance with the laws of the State of New York.
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