<PAGE> 1
REGISTRATION NO. 333-75321
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 4
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE GOLDMAN SACHS GROUP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<CAPTION>
DELAWARE 6211 13-4019460
<S> <C> <C>
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
</TABLE>
85 BROAD STREET
NEW YORK, NEW YORK 10004
(212) 902-1000
(Address, including zip code, and telephone number, including area
code, of Registrant's principal executive offices)
ROBERT J. KATZ
GREGORY K. PALM
GOLDMAN, SACHS & CO.
85 BROAD STREET
NEW YORK, NEW YORK 10004
(212) 902-1000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
COPIES TO:
RICARDO A. MESTRES, JR.
JOHN P. MEAD
DAVID P. HARMS
ROBERT W. REEDER III
SULLIVAN & CROMWELL
125 BROAD STREET
NEW YORK, NEW YORK 10004
(212) 558-4000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO
THE PUBLIC: As soon as practicable after the
effective date of this Registration Statement.
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. [x]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [X] Registration No. 333-75321.
If the delivery of the prospectus is expected to be made pursuant to
Rule 434 under the Securities Act, check the following box. [ ]
<PAGE> 2
EXPLANATORY NOTE
This Post-Effective Amendment No. 4 to the Registration Statement on Form S-1
(File No. 333-75321) of The Goldman Sachs Group, Inc. (the "Registration
Statement") is being filed pursuant to Rule 462(d) under the Securities Act of
1933, as amended, for the sole purpose of filing additional exhibits to the
Registration Statement and, accordingly, shall become effective immediately upon
filing with the Securities and Exchange Commission. The contents of the
Registration Statement are hereby incorporated herein by reference.
<PAGE> 3
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) EXHIBITS
1.1 Form of Distribution Agreement.***
1.2 Terms Agreement, dated September 22, 1999, relating to the
7.35% Notes due 2009.***
2.1 Plan of Incorporation.**
2.2 Agreement and Plan of Merger of The Goldman Sachs Corporation
into The Goldman Sachs Group, Inc.*
2.3 Agreement and Plan of Merger of The Goldman Sachs Group, L.P.
into The Goldman Sachs Group, Inc.*
3.1 Certificate of Incorporation of The Goldman Sachs Group,
Inc.**
3.2 Amended and Restated Certificate of Incorporation of The
Goldman Sachs Group, Inc.*
3.3 Amended and Restated By-Laws of The Goldman Sachs Group, Inc.*
4.1 Form of Indenture between The Goldman Sachs Group, Inc. and
The Bank of New York.***
4.2 Form of debt securities of The Goldman Sachs Group, Inc.
(included in Exhibit 4.1 ).***
4.3 Form of Floating Rate Medium-Term Note.***
4.4 Form of Fixed Rate Medium-Term Note.***
4.5 Form of Mandatory Exchangeable Note.***
4.6 Form of Exchangeable Note.***
4.7 Specimen of 7.35% Note due 2009.***
4.8 Specimen of Index-Linked Note due 2002 (Linked to the
Nikkei 225).***
4.9 Specimen of Callable Index-Linked Note due 2003 (Linked to
the GSTI Internet Index).
4.10 Specimen of 7.50% Note due 2005.
4.11 Specimen of 7.80% Note due 2010.
5.1 Opinion of Gregory K. Palm, Esq., a General Counsel of The
Goldman Sachs Group, Inc.***
8.1 Opinion of Sullivan & Cromwell, United States tax counsel to
The Goldman Sachs Group, Inc., re tax matters.***
8.2 Opinion of Sullivan & Cromwell, United States tax counsel to
The Goldman Sachs Group, Inc., re tax matters relating to
2.00% Exchangeable Notes due 2006 (Exchangeable for Common
Stock of Wells Fargo & Company).***
8.3 Opinion of Sullivan & Cromwell, United States tax counsel to
The Goldman Sachs Group, Inc., re tax matters relating to
Index-Linked Note due 2002 (Linked to the Nikkei 225).***
8.4 Opinion of Sullivan & Cromwell, United States tax counsel to
The Goldman Sachs Group, Inc., re tax matters relating to
0.25% Exchangeable Notes due 2004 (Exchangeable for Common
Stock of Yahoo! Inc.).
10.1 Lease, dated June 11, 1985, between Metropolitan Life
Insurance Company and Goldman, Sachs & Co.**
10.2 Lease, dated April 5,1994, between The Chase Manhattan Bank
(National Association) and The Goldman Sachs Group, L.P., as
amended.**
10.3 Lease, dated as of August 22, 1997, between Ten Hanover LLC
and The Goldman Sachs Group, L.P.**
10.4 Lease, dated as of July 16, 1998, between TCC Acquisition
Corp. and The Goldman Sachs Group, L.P.**
10.5 Agreement for Lease, dated April 2, 1998, among (i) JC No. 3
(UK) Limited and Fleet Street Square Management Limited
trading as Fleet Street Partnership, (ii) Goldman Sachs
International, (iii) Restamove Limited, (iv) The Goldman Sachs
Group, L.P. and (v) Itochu Corporation.**
II-1
<PAGE> 4
10.6 Annexure 1 to Agreement for Lease, dated April 2, 1998, among (i) JC
No. 3 (UK) Limited and Fleet Street Square Management Limited trading
as Fleet Street Partnership, (ii) Goldman Sachs International, (iii)
Restamove Limited, (iv) The Goldman Sachs Group, L.P. and (v) Itochu
Corporation (Form of Occupational Lease among (i) JC No. 3 (UK) Limited
and Fleet Street Square Management Limited trading as Fleet Street
Partnership, (ii) Goldman Sachs International and (iii) The Goldman
Sachs Group, L.P.).**
10.7 Agreement relating to Developer's Fit Out Works to be carried out at
120 Fleet Street, London, dated April 2, 1998, among (i) JC No. 3 (UK)
Limited and Fleet Street Square Management Limited, (ii) Goldman Sachs
Property Management, (iii) Itochu Corporation and (iv) The Goldman
Sachs Group, L.P.**
10.8 Agreement relating to One Carter Lane, London EC4, dated March 25,
1998, among Britel Fund Trustees Limited, Goldman Sachs International,
The Goldman Sachs Group, L.P., English Property Corporation plc and
MEPC plc.**
10.9 Fit Out Works Agreement relating to One Carter Lane, London EC4, dated
March 25, 1998, among Britel Fund Trustees Limited, Goldman Sachs
International, Goldman Sachs Property Management, The Goldman Sachs
Group, L.P., English Property Corporation plc and MEPC plc.**
10.10 Underlease of premises known as One Carter Lane, London EC4, dated
September 9, 1998, among Britel Fund Trustees Limited, Goldman Sachs
International and The Goldman Sachs Group, L.P.**
10.11 Lease, dated March 5, 1994, among Shine Hill Development Limited, Shine
Belt Limited, Fair Page Limited, Panhy Limited, Maple Court Limited and
Goldman Sachs (Asia) Finance, as amended.**
10.12 Guarantee, dated November 17, 1993, between Shine Hill Development
Limited and The Goldman Sachs Group, L.P.**
10.13 Agreement for Lease, dated November 29, 1998, between Turbo Top Limited
and Goldman Sachs (Asia) Finance.**
10.14 Summary of Tokyo Leases.**
10.15 The Goldman Sachs 1999 Stock Incentive Plan.*
10.16 The Goldman Sachs Defined Contribution Plan.*
10.17 Letter Agreement with Mr. Weinberg.**
10.18 The Goldman Sachs Partner Compensation Plan.*
10.19 Form of Employment Agreement.*
10.20 Form of Agreement Relating to Noncompetition and Other Covenants.*
10.21 Form of Pledge Agreement.*
10.22 Form of Award Agreement (Formula RSUs).*
10.23 Form of Award Agreement (Discretionary RSUs).*
10.24 Form of Option Agreement (Discretionary RSUs).*
II-2
<PAGE> 5
10.25 Tax Indemnification Agreement, by and among The Goldman Sachs Group,
Inc. and various parties.*
10.26 Form of Shareholders' Agreement among The Goldman Sachs Group, Inc. and
various parties.*
10.27 Instrument of Indemnification.*
10.28 Form of Indemnification Agreement.*
10.29 Subscription Agreement, dated as of April 24, 1992, among the Trustees
of the Estate of Bernice Pauahi Bishop, Pauahi Holdings Corporation,
Royal Hawaiian Shopping Center, Inc. and The Goldman Sachs Group,
L.P.**
10.30 Subscription Agreement, dated as of November 21, 1994, among the
Trustees of the Estate of Bernice Pauahi Bishop, Pauahi Holdings
Corporation, Royal Hawaiian Shopping Center, Inc. and The Goldman Sachs
Group, L.P.**
10.31 Letter Agreement, dated March 15, 1999, among Kamehameha Activities
Association and The Goldman Sachs Group, L.P. (the "Kamehameha Letter
Agreement").**
10.32 Amended and Restated Subscription Agreement, dated as of March 28,
1989, among The Sumitomo Bank, Limited, Sumitomo Bank Capital Markets,
Inc., Goldman, Sachs & Co. and The Goldman Sachs Group, L.P.**
10.33 Letter Agreement, dated March 15, 1999, among The Sumitomo Bank,
Limited, Sumitomo Bank Capital Markets, Inc. and The Goldman Sachs
Group, L.P. (the "Sumitomo Letter Agreement").**
10.34 Lease, dated September 24, 1992, from LDT Partners to Goldman Sachs
International.**
10.35 Amendment to Kamehameha Letter Agreement (filed as Exhibit 10.31),
dated April 30, 1999, among Kamehameha Activities Association, the
Trustees of the Estate of Bernice Pauahi Bishop, The Goldman Sachs
Group, L.P. and The Goldman Sachs Group, Inc.*
10.36 Amendment to Sumitomo Letter Agreement (filed as Exhibit 10.33), dated
April 30, 1999, among The Sumitomo Bank, Limited, Sumitomo Bank Capital
Markets, Inc., The Goldman Sachs Group, L.P., The Goldman Sachs Group,
Inc. and Goldman, Sachs & Co.*
10.37 Voting Agreement, dated as of April 30, 1999, by and among The Goldman
Sachs Group, Inc., on the one hand, and The Trustees of the Estate of
Bernice Pauahi Bishop and Kamehameha Activities Association, on the
other hand.*
10.38 Voting Agreement, dated as of April 30, 1999, by and among The Goldman
Sachs Group, Inc., on the one hand, and The Sumitomo Bank, Limited, and
Sumitomo Bank Capital Markets, Inc., on the other hand.*
10.39 Letter Agreement, dated August 18, 1999, between The Goldman Sachs
Group, Inc. and Mr. James A. Johnson.****
10.40 Letter Agreement, dated August 18, 1999, between The Goldman Sachs
Group, Inc. and Sir John Browne.*****
12.1 Statement re computation of ratios of earnings to fixed charges.***
15.1 Letter re Unaudited Interim Financial Information.***
21.1 List of subsidiaries of The Goldman Sachs Group, L.P.**
23.1 Consent of PricewaterhouseCoopers LLP.***
II-3
<PAGE> 6
23.2 Consent of Gregory K. Palm, Esq. (included in Exhibit 5.1 above).***
23.3 Consent of Sullivan & Cromwell (included in Exhibit 8.1 above).***
23.4 Consent of Securities Data Company.***
23.5 Consent of Sullivan & Cromwell (included in Exhibit 8.2 above).
24.1 Powers of Attorney.***
25.1 Statement of Eligibility of Trustee.***
27.1 Financial Data Schedule.***
- ------------
* Incorporated herein by reference to the corresponding exhibit to the
registrant's registration statement on Form S-1 (No. 333-75213).
** Incorporated herein by reference to the corresponding exhibit to the
registrant's registration statement on Form S-1 (No. 333-74449).
*** Previously filed.
**** Incorporated herein by reference to exhibit 10.1 to the registrant's
Quarterly Report on Form 10-Q for the quarterly period ended August 27,
1999 (No. 001-14965).
***** Incorporated herein by reference to exhibit 10.2 to the registrant's
Quarterly Report on Form 10-Q for the quarterly period ended August 27,
1999 (No. 001-14965).
II-4
<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this Post-Effective Amendment No. 4 to the
registration statement (No. 333-75321) to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, New York on the
9th day of February, 2000.
THE GOLDMAN SACHS GROUP, INC.
By: /s/Gregory K. Palm
-----------------------------
Name: Gregory K. Palm
Title: Executive Vice President
and General Counsel
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 4 to the registration statement (No. 333-75321) has
been signed by the following persons in the capacities indicated on the 9th day
of February, 2000:
<TABLE>
<CAPTION>
TITLE SIGNATURE
----- ---------
<S> <C>
Director, Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer) *
---------------------
Henry M. Paulson, Jr.
Director and Vice Chairman *
---------------------
Robert J. Hurst
Director, President and Co-Chief Operating
Officer *
---------------------
John A. Thain
Director, President and Co-Chief Operating
Officer *
---------------------
John L. Thornton
Director
---------------------
Sir John Browne
Director
---------------------
John H. Bryan
Director
---------------------
James A. Johnson
Director
---------------------
Ruth J. Simmons
Director *
---------------------
John L. Weinberg
Chief Financial Officer
(Principal Financial Officer) *
---------------------
David A. Viniar
Principal Accounting Officer *
---------------------
Sarah G. Smith
</TABLE>
II-5
<PAGE> 8
*By: /s/ Gregory K. Palm
----------------------------
Name: Gregory K. Palm
Attorney-in-Fact
II-6
<PAGE> 9
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<S> <C>
1.1 Form of Distribution Agreement.***
1.2 Terms Agreement, dated September 22, 1999, relating
to the 7.35% Notes due 2009.***
2.1 Plan of Incorporation.**
2.2 Agreement and Plan of Merger of The Goldman Sachs Corporation into The Goldman Sachs Group, Inc.*
2.3 Agreement and Plan of Merger of The Goldman Sachs Group, L.P. into The Goldman Sachs Group, Inc.*
3.1 Certificate of Incorporation of The Goldman Sachs Group, Inc.**
3.2 Amended and Restated Certificate of Incorporation of The Goldman Sachs Group, Inc.*
3.3 Amended and Restated By-Laws of The Goldman Sachs Group, Inc.*
4.1 Form of Indenture between The Goldman Sachs Group, Inc. and The Bank of New York.***
4.2 Form of debt securities of The Goldman Sachs Group, Inc. (included in Exhibit 4.1).***
4.3 Form of Floating Rate Medium-Term Note.***
4.4 Form of Fixed Rate Medium-Term Note.***
4.5 Form of Mandatory Exchangeable Note.***
4.6 Form of Exchangeable Note.***
4.7 Specimen of 7.35% Note due 2009.***
4.8 Specimen of Index-Linked Note due 2002 (Linked to the Nikkei 225).***
4.9 Specimen of Callable Index-Linked Note due 2003 (Linked to the GSTI Internet Index).
4.10 Specimen of 7.50% Note due 2005.
4.11 Specimen of 7.80% Note due 2010.
5.1 Opinion of Gregory K. Palm, Esq., a General Counsel of The Goldman Sachs Group, Inc.***
8.1 Opinion of Sullivan & Cromwell, United States tax counsel to The Goldman Sachs Group, Inc., re
tax matters.***
8.2 Opinion of Sullivan & Cromwell, United States tax counsel to The Goldman Sachs Group, Inc., re
tax matters relating to 2.00% Exchangeable Notes due 2006 (Exchangeable for Common Stock of Wells Fargo &
Company).***
8.3 Opinion of Sullivan & Cromwell, United States tax counsel to The Goldman Sachs Group, Inc., re tax
matters relating to Index-Linked Note due 2002 (Linked to the Nikkei 225).***
8.4 Opinion of Sullivan & Cromwell, United States tax counsel to The Goldman Sachs Group, Inc., re
tax matters relating to 0.25% Exchangeable Notes due 2004 (Exchangeable for Common Stock of Yahoo!
Inc.).
10.1 Lease, dated June 11, 1985, between Metropolitan Life Insurance Company and Goldman, Sachs & Co.**
10.2 Lease, dated April 5, 1994, between The Chase Manhattan Bank (National Association) and The
Goldman Sachs Group, L.P., as amended.**
10.3 Lease, dated as of August 22, 1997, between Ten Hanover LLC and The Goldman Sachs Group, L.P.**
10.4 Lease, dated as of July 16, 1998, between TCC Acquisition Corp. and The Goldman Sachs Group,
L.P.**
</TABLE>
<PAGE> 10
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<S> <C>
10.5 Agreement for Lease, dated April 2, 1998, among (i) JC No. 3 (UK) Limited and Fleet Street Square
Management Limited trading as Fleet Street Partnership, (ii) Goldman Sachs International, (iii)
Restamove Limited, (iv) The Goldman Sachs Group, L.P. and (v) Itochu Corporation.**
10.6 Annexure 1 to Agreement for Lease, dated April 2, 1998, among (i) JC No. 3 (UK) Limited and Fleet Street
Square Management Limited trading as Fleet Street Partnership, (ii) Goldman Sachs International, (iii)
Restamove Limited, (iv) The Goldman Sachs Group, L.P. and (v) Itochu Corporation (Form of Occupational
Lease among (i) JC No. 3 (UK) Limited and Fleet Street Square Management Limited trading as Fleet Street
Partnership, (ii) Goldman Sachs International and (iii) The Goldman Sachs Group, L.P.).**
10.7 Agreement relating to Developer's Fit Out Works to be carried out at 120 Fleet Street, London,
dated April 2, 1998, among (i) JC No. 3 (UK) Limited and Fleet Street Square Management Limited,
(ii) Goldman Sachs Property Management, (iii) Itochu Corporation and (iv) The Goldman Sachs
Group, L.P.**
10.8 Agreement relating to One Carter Lane, London EC4, dated March 25, 1998, among Britel Fund
Trustees Limited, Goldman Sachs International, The Goldman Sachs Group, L.P., English Property
Corporation plc and MEPC plc.**
10.9 Fit Out Works Agreement relating to One Carter Lane, London EC4, dated March 25, 1998, among Britel Fund
Trustees Limited, Goldman Sachs International, Goldman Sachs Property Management, The Goldman Sachs Group,
L.P., English Property Corporation plc and MEPC plc.**
10.10 Underlease of premises known as One Carter Lane, London EC4, dated September 9, 1998, among Britel Fund
Trustees Limited, Goldman Sachs International and The Goldman Sachs Group, L.P.**
10.11 Lease, dated March 5, 1994, among Shine Hill Development Limited, Shine Belt Limited, Fair Page
Limited, Panhy Limited, Maple Court Limited and Goldman Sachs (Asia) Finance, as amended.**
10.12 Guarantee, dated November 17, 1993, between Shine Hill Development Limited and The Goldman Sachs
Group, L.P.**
10.13 Agreement for Lease, dated November 29, 1998, between Turbo Top Limited and Goldman Sachs (Asia)
Finance.**
10.14 Summary of Tokyo Leases.**
10.15 The Goldman Sachs 1999 Stock Incentive Plan.*
10.16 The Goldman Sachs Defined Contribution Plan.*
10.17 Letter Agreement with Mr. Weinberg.**
10.18 The Goldman Sachs Partner Compensation Plan.*
10.19 Form of Employment Agreement.*
</TABLE>
<PAGE> 11
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<S> <C>
10.20 Form of Agreement Relating to Noncompetition and Other Covenants.*
10.21 Form of Pledge Agreement.*
10.22 Form of Award Agreement. (Formula RSUs).*
10.23 Form of Award Agreement. (Discretionary RSUs).*
10.24 Form of Option Agreement. (Discretionary Options).*
10.25 Tax Indemnification Agreement, by and among The Goldman Sachs Group, Inc. and various parties.*
10.26 Form of Shareholders' Agreement among The Goldman Sachs Group, Inc. and various parties.*
10.27 Instrument of Indemnification.*
10.28 Form of Indemnification Agreement.*
10.29 Subscription Agreement, dated as of April 24, 1992, among the Trustees of the Estate of Bernice
Pauahi Bishop, Pauahi Holdings Corporation, Royal Hawaiian Shopping Center, Inc. and The Goldman
Sachs Group, L.P.**
10.30 Subscription Agreement, dated as of November 21, 1994, among the
Trustees of the Estate of Bernice Pauahi Bishop, Pauahi Holdings
Corporation, Royal Hawaiian Shopping Center, Inc. and The Goldman Sachs
Group, L.P.**
10.31 Letter Agreement, dated March 15, 1999, among Kamehameha Activities Association and The Goldman
Sachs Group, L.P. (the "Kamehameha Letter Agreement").**
10.32 Amended and Restated Subscription Agreement, dated as of March 28, 1989, among The Sumitomo Bank,
Limited, Sumitomo Bank Capital Markets, Inc., Goldman, Sachs & Co. and The Goldman Sachs Group,
L.P.**
10.33 Letter Agreement, dated March 15, 1999, among The Sumitomo Bank, Limited, Sumitomo Bank Capital
Markets, Inc. and The Goldman Sachs Group, L.P. (the "Sumitomo Letter Agreement"). **
10.34 Lease, dated September 24, 1992, from LDT Partners to Goldman Sachs International.**
10.35 Amendment to Kamehameha Letter Agreement (filed as Exhibit 10.31), dated April 30, 1999, among
Kamehameha Activities Association, the Trustees of the Estate of Bernice Pauahi Bishop, The
Goldman Sachs Group, L.P. and The Goldman Sachs Group, Inc.*
10.36 Amendment to Sumitomo Letter Agreement (filed as Exhibit 10.33), dated April 30, 1999, among The
Sumitomo Bank, Limited, Sumitomo Bank Capital Markets, Inc., The Goldman Sachs Group, L.P., The
Goldman Sachs Group, Inc. and Goldman, Sachs & Co.*
</TABLE>
<PAGE> 12
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<S> <C>
10.37 Voting Agreement, dated as of April 30, 1999, by and among The Goldman Sachs Group, Inc., on the
one hand, and The Trustees of the Estate of Bernice Pauahi Bishop and Kamehameha Activities
Association, on the other hand.*
10.38 Voting Agreement, dated as of April 30, 1999, by and among The Goldman Sachs Group, Inc., on the
one hand, and The Sumitomo Bank, Limited, and Sumitomo Bank Capital Markets, Inc., on the other
hand.*
10.39 Letter Agreement, dated August 18, 1999, between The
Goldman Sachs Group, Inc. and Mr. James A. Johnson.****
10.40 Letter Agreement, dated August 18, 1999, between The
Goldman Sachs Group, Inc. and Sir John Brown.*****
12.1 Statement re computation of ratios of earnings to fixed charges.***
15.1 Letter re Unaudited Interim Financial Information.***
21.1 List of subsidiaries of The Goldman Sachs Group, L.P.**
23.1 Consent of PricewaterhouseCoopers LLP.***
23.2 Consent of Gregory K. Palm, Esq. (included in Exhibit 5.1 above).***
23.3 Consent of Sullivan & Cromwell (included in Exhibit 8.1 above).***
23.4 Consent of Securities Data Company.***
23.5 Consent of Sullivan & Cromwell (included in Exhibit 8.2 above).
24.1 Powers of Attorney.***
25.1 Statement of Eligibility of Trustee.***
27.1 Financial Data Schedule.***
</TABLE>
- ------------
* Incorporated herein by reference to the corresponding exhibit
to the registrant's registration statement on Form S-1 (No.
333-75213).
** Incorporated herein by reference to the corresponding exhibit
to the registrant's registration statement on Form S-1 (No.
333-74449).
*** Previously filed.
**** Incorporated herein by reference to exhibit 10.1 to the
registrant's Quarterly Report on Form 10-Q for the
quarterly period ended August 27, 1999 (No. 001-14965).
***** Incorporated herein by reference to exhibit 10.2 to the
registrants Quarterly Report on Form 10-Q for the
quarterly period ended August 27, 1999 (No. 001-14965).
<PAGE> 1
EXHIBIT 4.9
(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 NAME 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.
(Face of Security continued on next page)
-1-
<PAGE> 2
CUSIP
NO. 38141GAE4
THE GOLDMAN SACHS GROUP, INC.
MEDIUM-TERM NOTES, SERIES B
------------------
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.
<TABLE>
<CAPTION>
<S> <C>
FACE AMOUNT: $11,395,000 Reference GIN Index level.
PRINCIPAL AMOUNT: on the Stated Maturity GIN INDEX: the GSTI(TM) Internet Index, as
Date, the Company will pay the Holder published and calculated by the Chicago
cash equal to 90% of the Face Amount Board Options Exchange, Incorporated,
then Outstanding plus the additional or any Successor GIN Index, in each case
amount, if any, unless the Company as it may be modified, replaced or
exercises the Call Right, all as adjusted from time to time as provided
provided on the face of this Security. on the face of this Security.
The additional amount, which will be
payable only if the Final GIN Index CALL RIGHT: the Company may
level exceeds the Reference GIN Index redeem this Security as
level, will be an amount equal to the provided in section 3 on the
Face Amount then Outstanding multiplied face of this Security.
by a fraction, the numerator of which
is the Final GIN Index level minus the CALCULATION AGENT: Goldman,
Reference GIN Index level and the Sachs & Co.
denominator of which is the
DEFEASANCE: neither full
defeasance nor covenant
defeasance applies to this
Security.
</TABLE>
(Face of Security continued on next page)
-2-
<PAGE> 3
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) November 23, 2001 or (ii) November 23, 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.
(Face of Security continued on next page)
-3-
<PAGE> 4
"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
(Face of Security continued on next page)
-4-
<PAGE> 5
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
November 23, 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 November 23, 2003 or, if November 23, 2003 is
not a Business Day, later than the first Business Day after November 23, 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.
(Face of Security continued on next page)
-5-
<PAGE> 6
"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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<PAGE> 7
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 November 23, 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 542.14.
"Stated Maturity Date" means November 23, 2003 or, if such day
is not a Business Day, the next succeeding Business Day; provided, however, that
if the fifth Business Day preceding November 23, 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 November 23, 2003 or, if
November 23, 2003 is not a Business Day, later than the sixth Business Day after
November 23, 2003.
"Successor GIN Index" means any substitute index approved by
the Calculation Agent as a Successor GIN Index pursuant to section 4.
(Face of Security continued on next page)
-7-
<PAGE> 8
"Trade Date" means November 16, 1999.
-----------------------
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 7.06% 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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<PAGE> 9
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):
CALL DATE YEAR REDEMPTION PRICE
2001 160%
2002 190%
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.
(Face of Security continued on next page)
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<PAGE> 10
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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<PAGE> 11
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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<PAGE> 12
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.
(Face of Security continued on next page)
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<PAGE> 13
IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed.
THE GOLDMAN SACHS GROUP, INC.
By /s/ Dan H. Jester
---------------------------
Name: Dan H. Jester
Title: Vice President and
Treasurer
Dated: November 23, 1999
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 /s/ Paul Schmalzel
--------------------------
Authorized Signatory
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<PAGE> 14
(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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<PAGE> 15
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.
(Reverse of Security continued on next page)
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<PAGE> 16
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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<PAGE> 17
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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<PAGE> 1
EXHIBIT 4.10
(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 NAME 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.
<PAGE> 2
REGISTERED NO. 1 CUSIP NO. 38141GAK0
ISIN NO. US38141GAK04
THE GOLDMAN SACHS GROUP, INC.
MEDIUM-TERM NOTES, SERIES B
7.50% Notes due 2005
The following terms apply to this Security, as and to the
extent shown below:
<TABLE>
<CAPTION>
<S> <C>
PRINCIPAL AMOUNT: ORIGINAL ISSUE DISCOUNT
$750,000,000 SECURITY: N/A
STATED MATURITY DATE: January o Total Amount of OID:
28, 2005 N/A
o Yield to Maturity: N/A
SPECIFIED CURRENCY: U.S. o Initial Accrual Period
dollars for all payments OID: N/A
unless otherwise specified
below: REDEMPTION COMMENCEMENT
DATES: The Company may
o payments of principal and redeem this Security as
any premium: U.S. dollars provided in Section 5 on the
reverse hereof
o payments of interest:
U.S. dollars REDEMPTION PRICE(S): See
Section 5 on the reverse
o Exchange Rate Agent: N/A hereof
INTEREST RATE: 7.50% per annum REPAYMENT AT THE HOLDER'S
OPTION: N/A
INTEREST PAYMENT DATE(S):
Every January 28 and July 28, REPAYMENT PRICE: N/A
beginning July 28, 2000
REPAYMENT DATE(S): N/A
ORIGINAL ISSUE DATE*: January
28, 2000 DEFEASANCE:
</TABLE>
- ------------------------------------
* This date shall be the issue date of this Security, unless there is a
Predecessor Security, in which case this date shall be the issue date
of the first Predecessor Security.
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<PAGE> 3
<TABLE>
<CAPTION>
<S> <C>
o Full Defeasance: Yes on the reverse hereof.
o Covenant Defeasance: Yes
</TABLE>
OTHER TERMS: See Section 4
Terms left blank or marked "N/A", "No", "None" or in a similar
manner do not apply to this Security except as otherwise may be specified.
Whenever used in this Security, the terms specified above that
apply to this Security have the meanings specified above, unless the context
requires otherwise. Other terms used in this Security that are not defined
herein but that are defined in the Indenture referred to in Section 1 on the
reverse of this Security are used herein as defined therein.
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), for
value received, hereby promises to pay to Cede & Co., or registered assigns, as
principal the Principal Amount on the Stated Maturity Date and to pay interest
thereon, from the Original Issue Date or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, on the Interest
Payment Dates in each year, commencing on the first such date that is at least
15 calendar days after the Original Issue Date, and at the Maturity of the
principal hereof, at the rate per annum equal to the Interest Rate specified on
the face hereof, until the principal hereof is paid or made available for
payment. Any premium and any such installment of interest that is overdue at any
time shall also bear interest, at the rate per annum at which the principal then
bears interest (to the extent that the payment of such interest shall be legally
enforceable), from the date any such overdue amount first becomes due until it
is paid or made available for payment. Notwithstanding the foregoing, interest
on any principal, premium or installment of interest that is overdue shall be
payable on demand.
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-3-
<PAGE> 4
The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in the Indenture, be paid to
the Person in whose name this Security (or one or more Predecessor Securities)
is registered at the close of business on the Regular Record Date for such
interest, which shall be the January 13 or July 13 (whether or not a Business
Day, as such term is defined in Section 3 on the reverse hereof) next preceding
such Interest Payment Date. Any interest so payable, but not punctually
paid or duly provided for, on any Interest Payment Date will forthwith cease to
be payable to the Holder on such Regular Record Date and such Defaulted
Interest either may be paid to the Person in whose name this Security (or one
or more Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee, notice whereof shall be given to the Holder of this Security not
less than 10 days prior to such Special Record Date, or may be paid in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which this Security may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in the Indenture.
CURRENCY OF PAYMENT
Payment of principal (and premium, if any) of and interest on
this Security will be made in the Specified Currency for such payment, except as
provided in this and the next three paragraphs. The Specified Currency for any
payment shall be the currency specified as such on the face of this Security
unless, at the time of such payment, such currency is not legal tender for the
payment of public and private debts in the country issuing such currency on the
Original Issue Date, in which case the Specified Currency for such payment shall
be such coin or currency as at the time of such payment is legal tender for the
payment of public and private debts in such country, except as provided in the
next sentence. If the euro is specified on the face of this Security as the
Specified Currency for any payment, the Specified Currency for such payment
shall be such coin or currency as at the time of payment is legal tender for the
payment of public and private debts in all EMU Countries
(Face of Security continued on next page)
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<PAGE> 5
(as defined in Section 3 on the reverse hereof), provided that, if on any
day there are not at least two EMU Countries, or if on any day there are at
least two EMU Countries but no coin or currency is legal tender for the payment
of public and private debts in all EMU Countries, then the Specified Currency
for such payment shall be deemed not to be available to the Company on such
day.
Except as provided in the next paragraph, any payment to be
made on this Security in a Specified Currency other than U.S. dollars will be
made in U.S. dollars if the Person entitled to receive such payment transmits a
written request for such payment to be made in U.S. dollars to the Trustee at
its Corporate Trust Office, Attention: Corporation Trust Trustee
Administration, on or before the fifth Business Day before the payment is to be
made. Such written request may be mailed, hand delivered, telecopied or
delivered in any other manner approved by the Trustee. Any such request made
with respect to any payment on this Security payable to a particular Holder
will remain in effect for all later payments on this Security payable to such
Holder, unless such request is revoked on or before the fifth Business Day
before a payment is to be made, in which case such revocation shall be
effective for such and all later payments. In the case of any payment of
interest payable on an Interest Payment Date, such written request must be made
by the Person who is the registered Holder of this Security on the relevant
Regular Record Date.
The U.S. dollar amount of any payment made pursuant to the
immediately preceding paragraph will be determined by the Exchange Rate Agent
based upon the highest bid quotation received by the Exchange Rate Agent as of
11:00 A.M., New York City time, on the second Business Day preceding the
applicable payment date, from three (or, if three are not available, then two)
recognized foreign exchange dealers selected by the Exchange Rate Agent in The
City of New York, in each case for the purchase by the quoting dealer, for U.S.
dollars and for settlement on such payment date of an amount of the Specified
Currency for such payment equal to the aggregate amount of such Specified
Currency payable on such payment date to all Holders of Securities of this or
any other series who elect to receive
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U.S. dollar payments on such payment date,
and at which the applicable dealer commits to execute a contract. If the
Exchange Rate Agent determines that two such bid quotations are not available on
such second Business Day, such payment will be made in the Specified Currency
for such payment. All currency exchange costs associated with any payment in
U.S. dollars on this Security will be borne by the Holder entitled to receive
such payment, by deduction from such payment.
Notwithstanding the foregoing, if any amount payable on this
Security is payable on any day (including at Maturity) in a Specified Currency
other than U.S. dollars, and if such Specified Currency is not available to the
Company on the two Business Days before such day, due to the imposition of
exchange controls, disruption in a currency market or any other circumstances
beyond the control of the Company, the Company will be entitled to satisfy its
obligation to pay such amount in such Specified Currency by making such payment
in U.S. dollars. The amount of such payment in U.S. dollars shall be determined
by the Exchange Rate Agent on the basis of the noon buying rate for cable
transfers in The City of New York for such Specified Currency (the "Exchange
Rate") as of the latest day before the day on which such payment is to be made.
Any payment made under such circumstances in U.S. dollars where the required
payment is in other than U.S. dollars will not constitute an Event of Default
under the Indenture or this Security.
MANNER OF PAYMENT - U.S. DOLLARS
Except as provided in the next paragraph, payment of any
amount payable on this Security in U.S. dollars will be made at the office or
agency of the Company maintained for that purpose in The City of New York (or at
any other office or agency maintained by the Company for that purpose), against
surrender of this Security in the case of any payment due at the Maturity of the
principal hereof (other than any payment of interest that first becomes due on
an Interest Payment Date); provided, however, that, at the option of the Company
and subject to the next paragraph, payment of interest may be made by check
mailed to the
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address of the Person entitled thereto as such address shall appear in the
Security Register.
Payment of any amount payable on this Security in U.S.
dollars will be made by wire transfer of immediately available funds to an
account maintained by the payee with a bank located in the Borough of
Manhattan, The City of New York, if (i) the principal of this Security is at
least $1,000,000 and (ii) the Holder entitled to receive such payment transmits
a written request for such payment to be made in such manner to the Trustee at
its Corporate Trust Office, Attention: Corporation Trust Trustee
Administration, on or before the fifth Business Day before the day on which
such payment is to be made; provided that, in the case of any such payment due
at the Maturity of the principal hereof (other than any payment of interest
that first becomes due on an Interest Payment Date), this Security must be
surrendered at the office or agency of the Company maintained for that purpose
in The City of New York (or at any other office or agency maintained by the
Company for that purpose) in time for the Paying Agent to make such payment in
such funds in accordance with its normal procedures. Any such request made with
respect to any payment on this Security payable to a particular Holder will
remain in effect for all later payments on this Security payable to such
Holder, unless such request is revoked on or before the fifth Business Day
before a payment is to be made, in which case such revocation shall be
effective for such payment and all later payments. In the case of any payment
of interest payable on an Interest Payment Date, such written request must be
made by the Person who is the registered Holder of this Security on the
relevant Regular Record Date. The Company will pay any administrative costs
imposed by banks in connection with making payments by wire transfer with
respect to this Security, but any tax, assessment or other governmental charge
imposed upon any payment will be borne by the Holder of this Security and may
be deducted from the payment by the Company or the Paying Agent.
MANNER OF PAYMENT - OTHER SPECIFIED CURRENCIES
Payment of any amount payable on this Security in a Specified
Currency other than U.S. dollars will be made by
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wire transfer of immediately available funds to such account as is
maintained in such Specified Currency at a bank or other financial institution
acceptable to the Company and the Trustee and as shall have been designated at
least five Business Days prior to the applicable payment date by the Person
entitled to receive such payment; provided that, in the case of any such
payment due at the Maturity of the principal hereof (other than any payment of
interest that first becomes due on an Interest Payment Date), this Security
must be surrendered at the office or agency of the Company maintained for that
purpose in The City of New York (or at any other office or agency maintained by
the Company for that purpose) in time for the Paying Agent to make such payment
in such funds in accordance with its normal procedures. Such account
designation shall be made by transmitting the appropriate information to the
Trustee at its Corporate Trust Office in the Borough of Manhattan, The City of
New York, by mail, hand delivery, telecopier or in any other manner approved by
the Trustee. Unless revoked, any such account designation made with respect to
this Security by the Holder hereof will remain in effect with respect to any
further payments with respect to this Security payable to such Holder. If a
payment in a Specified Currency other than U.S. dollars with respect to this
Security cannot be made by wire transfer because the required account
designation has not been received by the Trustee on or before the requisite
date or for any other reason, the Company will cause a notice to be given to
the Holder of this Security at its registered address requesting an account
designation pursuant to which such wire transfer can be made and such payment
will be made within five Business Days after the Trustee's receipt of such a
designation meeting the requirements specified above, with the same force and
effect as if made on the due date. The Company will pay any administrative
costs imposed by banks in connection with making payments by wire transfer with
respect to this Security, but any tax, assessment or other governmental charge
imposed upon any payment will be borne by the Holder of this Security and may
be deducted from the payment by the Company or the Paying Agent.
MANNER OF PAYMENT - GLOBAL SECURITIES
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Notwithstanding any provision of this Security or the
Indenture, if this Security is a Global Security, the Company may make any and
all payments of principal, premium and interest on this Security pursuant to the
Applicable Procedures of the Depositary for this Security as permitted in the
Indenture.
PAYMENTS DUE ON A BUSINESS DAY
Unless otherwise specified on the face of this Security, the
following sentence shall apply to this Security. Notwithstanding any provision
of this Security or the Indenture, if any amount of principal, premium or
interest would otherwise be due on this Security on a day (the "Specified Day")
that is not a Business Day, such amount may be paid or made available for
payment on the next succeeding Business Day with the same force and effect as if
such amount were paid on the Specified Day. The provisions of this paragraph
shall apply to the Security in lieu of the provisions of Section 113 of the
Indenture.
------------------------------------
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.
Unless the certificate of authentication hereon has been
executed by the Trustee 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 /s/ Dan H. Jester
--------------------------
Name: Dan H. Jester
Title: Vice President and
Treasurer
Dated: January 28, 2000
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 /s/ Carlos J. Capellan
----------------------------
Authorized Signatory
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(Reverse of Security)
1. SECURITIES AND INDENTURE
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 and 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 of
this Security, the provisions of this Security shall control.
2. SERIES AND DENOMINATIONS
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 of securities
designated on the face hereof. Solely for the purposes of section 5 below, the
"January 28, 2005 Tranche" at any time shall consist of this Security and all
other Securities of this series, whether originally issued on or after the
Original Issue Date, that are then Outstanding and specifically provide by their
terms that they are part of the January 28, 2005 Tranche. The Securities that
are part of the January 28, 2005 Tranche do not constitute a separate series
under the Indenture or the Securities.
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The Securities of this series are issuable only in registered
form without coupons in "Authorized Denominations", which term shall have the
following meaning. For each Security of this series having a principal amount
payable in U.S. dollars, the Authorized Denominations shall be $1,000 and
multiples thereof. For each Security of this series having a principal
amount payable in a Specified Currency other than U.S. dollars, the Authorized
Denominations shall be the amount of such Specified Currency equivalent, at the
Exchange Rate on the first Business Day next preceding the date on which the
Company accepts the offer to purchase such Security, to $1,000 and any multiple
thereof.
3. EXCHANGE RATE AGENT AND RELATED TERMS
If the principal of or interest on this Security is payable in
a Specified Currency other than U.S. dollars, the Company has initially
appointed the institution named on the face of this Security as Exchange Rate
Agent to act as such agent with respect to this Security, but the Company may,
in its sole discretion, appoint any other institution (including any Affiliate
of the Company) to serve as any such agent from time to time. The Company will
give the Trustee prompt written notice of any change in any such appointment.
Insofar as this Security provides for any such agent to obtain rates, quotes or
other data from a bank, dealer or other institution for use in making any
determination hereunder, such agent may do so from any institution or
institutions of the kind contemplated hereby notwithstanding that any one or
more of such institutions are such agent, Affiliates of such agent or Affiliates
of the Company.
All determinations made by the Exchange Rate Agent may be made
by such agent in its sole discretion and, absent manifest error, shall be
conclusive for all purposes and binding on the Holder of this Security and the
Company. The Exchange Rate Agent shall not have any liability therefor.
Unless otherwise specified on the face hereof, for all
purposes of this Security, the term "Business Day" means
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each Monday, Tuesday, Wednesday, Thursday or Friday that (i) is not a day on
which banking institutions in The City of New York generally are authorized or
obligated by law, regulation or executive order to close, (ii) if the Specified
Currency for any payment on this Security is other than U.S. dollars or euros,
is not a day on which banking institutions in the principal financial center of
the country issuing such Specified Currency generally are authorized or
obligated by law, regulation or executive order to close, (iii) if the
Specified Currency for any payment on this Security is euros, is not a Euro
Business Day and (iv) solely with respect to any payment or other action to be
made or taken at any Place of Payment outside The City of New York, is a
Monday, Tuesday, Wednesday, Thursday or Friday that is not a day on which
banking institutions in such Place of Payment generally are authorized or
obligated by law, regulation or executive order to close. "Euro Business Day"
means any day on which the Trans-European Automated Real-Time Gross Settlement
Express (TARGET) System, or any successor system, is open for business. With
respect to any particular location, the close of business on any day on which
business is not being conducted shall be deemed to mean 5:00 P.M., New York
City time, on that day.
References in this Security to U.S. dollars shall mean, as of
any time, the coin or currency that is then legal tender for the payment of
public and private debts in the United States of America.
References in this Security to the euro shall mean, as of any
time, the coin or currency (if any) that is then legal tender for the payment of
public and private debts in all EMU Countries. "EMU Countries" means, at any
time, the countries (if any) then participating in the European Economic and
Monetary Union (or any successor union) pursuant to the Treaty on European Union
of February 1992 (or any successor treaty), as it may be amended from time to
time.
References in this Security to a particular currency other
than U.S. dollars and euros shall mean, as of any time, the coin or currency
that is then legal tender for
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the payment of public and private debts in the country issuing such currency
on the Original Issue Date.
4. ADDITIONAL AMOUNTS
If the beneficial owner of this Security is a United States
Alien (as defined below), the Company will pay all additional amounts that may
be necessary so that every net payment of the principal of and interest on this
Security to such beneficial owner, after deduction or withholding for or on
account of any present or future tax, assessment or governmental charge imposed
with respect to such payment by any U.S. Taxing Authority (as defined below),
will not be less than the amount provided for in such Security to be then due
and payable; provided, however, that the Company shall have no obligation to pay
additional amounts for or on account of any one or more of the following:
(i) any tax, assessment or other governmental charge imposed
solely because at any time there is or was a connection between such
beneficial owner (or between a fiduciary, settlor, beneficiary or
member of such beneficial owner, if such beneficial owner is an estate,
trust or partnership) and the United States (as defined below) (other
than the mere receipt of a payment on, or the ownership or holding of,
a Security), including because such beneficial owner (or such
fiduciary, settlor, beneficiary or member) at any time, for U.S.
federal income tax purposes: (a) is or was a citizen or resident, or is
or was treated as a resident, of the United States, (b) is or was
present in the United States, (c) is or was engaged in a trade or
business in the United States, (d) has or had a permanent establishment
in the United States, (e) is or was a domestic or foreign personal
holding company, a passive foreign investment company or a controlled
foreign corporation, (f) is or was a corporation that accumulates
earnings to avoid U.S. federal income tax or (g) is or was a
"10-percent shareholder" of the Company as defined in section 871(h)(3)
of the U.S.
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Internal Revenue Code of 1986, as amended, or any successor
provision;
(ii) any tax, assessment or governmental charge imposed solely
because of a change in applicable law or regulation, or in any official
interpretation or application of applicable law or regulation, that
becomes effective any time after the day on which the payment becomes
due or is duly provided for, whichever occurs later;
(iii) any estate, inheritance, gift, sales, excise, transfer,
wealth or personal property tax or any similar tax, assessment or other
governmental charge;
(iv) any tax, assessment or other governmental charge imposed
solely because such beneficial owner or any other Person fails to
comply with any certification, identification or other reporting
requirement concerning the nationality, residence, identity or
connection with the United States of the Holder or any beneficial
owner of this Security, if compliance is required by statute, by
regulation of the U.S. Treasury Department or by an applicable income
tax treaty to which any U.S. Taxing Authority is a party, as a
precondition to exemption from such tax, assessment or other
governmental charge;
(v) any tax, assessment or other governmental charge which is
payable otherwise than by deduction or withholding from payments of
principal of or interest on this Security;
(vi) any tax, assessment or other governmental change imposed
solely because the payment is to be made by a particular Paying Agent
(which term may include the Company) and would not be imposed if made
by another Paying Agent (which term may include the Company); or
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(vii) any combination of the taxes, assessments or other
governmental charges described in items (i) through (vi) of this
Section 4.
Additional amounts also will not be paid with respect to any
payment of principal of or interest on this Security to any United States Alien
who is a fiduciary or a partnership, or who is not the sole beneficial owner of
any such payment, to the extent that the Company would not be required to pay
Additional Amounts to any beneficiary or settlor of such fiduciary or any member
of such a partnership, or to any beneficial owner of the payment, if that Person
had been treated as the beneficial owner of this Security for this purpose.
The term "United States Alien" means any person who, for U.S.
federal income tax purposes, is a nonresident alien individual, a foreign
corporation, a foreign partnership or an estate or trust that is not subject to
U.S. federal income tax on a net income basis on income or gain from this
Security. For the purposes of this Section 4 and Section 5 only, (a) the term
"United States" means the United States of America (including the states thereof
and the District of Columbia), together with the territories, possessions and
all other areas subject to the jurisdiction of the United States of America and
(b) the term "U.S. Taxing Authority" means the United States of America or any
state, any other jurisdiction or any taxing authority in the
United States.
Except as specifically provided in this Security, the Company
shall not be required to make any payment with respect to any tax, assessment or
other governmental charge imposed by any government or any political subdivision
or taxing authority thereof or therein.
Whenever in the Securities of this series (or in the
Indenture, including in Sections 501(1) and (2) thereof, insofar as applicable
to this series) there is a reference, in any context, to the payment of the
principal of or interest on any Security of this series, such mention shall be
deemed to include mention of any payment of additional
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amounts to United States Aliens in respect of such payment of principal
or interest to the extent that, in such context, such additional amounts are,
were or would be payable in respect thereof pursuant to this Section 4 or any
corresponding section of another Security of this series, as the case may be.
Express mention of the payment of additional amounts in any provision of any
Security of this series shall not be construed as excluding additional amounts
in the provisions of any Security of this series (or of the Indenture insofar
as it applies to this series) where such express mention is not made.
5. REDEMPTION AT THE COMPANY'S OPTION
This Security and all other Securities that are part of the
January 28, 2005 Tranche may be redeemed, as a whole but not in part, at the
option of the Company, at a Redemption Price equal to 100% of the Outstanding
principal amount of the Securities to be redeemed, together with interest
accrued to the date fixed for redemption, if, as a result of any amendment to,
or change in, the laws or regulations of the United States (as defined in
Section 4 above) or any U.S. Taxing Authority (as defined in Section 4 above),
or any amendment to or change in an official interpretation or application of
such laws or regulations, which amendment or change becomes effective or is
announced on or after January 25, 2000, the Company will become obligated to
pay, on the next Interest Payment Date, additional amounts in respect of this
Security or any other Security that is part of the January 28, 2005 Tranche,
pursuant to Section 4 of this Security or any such other Security. If the
Company becomes entitled to redeem this Security, it may do so on any day
thereafter pursuant to the Indenture, provided, however, that (1) the Company
gives the Holder of this Security notice of such redemption not more than 60
days nor less than 30 days prior to the date fixed for redemption as provided
in the Indenture, (2) no such notice of redemption may be given earlier than 90
days prior to the next Interest Payment Date on which the Company would be
obligated to pay such additional amounts and (3) at the time such notice is
given, such obligation to pay such additional amounts remains in effect.
Immediately prior to
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the giving of any notice of redemption of Securities pursuant to this
Section 5, the Company will deliver to the Trustee an Officers' Certificate
stating that the Company is entitled to effect such redemption and setting
forth in reasonable detail a statement of facts showing that the conditions
precedent to the right of the Company to so redeem the Securities have
occurred. Interest installments due on or prior to a Redemption Date will be
payable to the Holder of this Security, or one or more Predecessor Securities,
of record at the close of business on the relevant record date, all as provided
in the Indenture.
6. REPAYMENT AT THE HOLDER'S OPTION
Except as otherwise may be provided on the face hereof, if one
or more Repayment Dates are specified on the face hereof, this Security will be
repayable in whole or in part in an amount equal to any Authorized Denomination
(provided that the remaining principal amount of any Security surrendered for
partial repayment shall at least equal an Authorized Denomination), on any such
Repayment Date, in each case at the option of the Holder and at the applicable
Repayment Price specified on the face hereof (expressed as a percentage of the
principal amount to be repaid), together with accrued interest to the applicable
Repayment Date (but interest installments due on or prior to such Repayment Date
will be payable to the Holder of this Security, or one or more Predecessor
Securities, of record at the close of business on the relevant Record Date as
provided in the Indenture). If this Security provides for more than one
Repayment Date and the Holder exercises its option to elect repayment, the
Holder shall be deemed to have elected repayment on the earliest Repayment Date
after all conditions to such exercise have been satisfied, and references herein
to the "applicable Repayment Date" shall mean such earliest Repayment Date.
In order for the exercise of such option to be effective and
this Security to be repaid, the Company must receive at the applicable address
of the Trustee set forth below (or at such other place or places of which the
Company shall from time to time notify the Holder of this Security),
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on any Business Day not later than the 15th, and not earlier than the
25th, calendar day prior to the applicable Repayment Date (or, if either such
calendar day is not a Business Day, the next succeeding Business Day), either
(i) this Security, with the form below entitled "Option to Elect Repayment"
duly completed and signed, or (ii) a facsimile transmission or letter from a
member of a national securities exchange or the National Association of
Securities Dealers, Inc., a commercial bank or a trust company in the United
States of America setting forth (a) the name, address and telephone number of
the Holder of this Security, (b) the principal amount of this Security and the
amount of this Security to be repaid, (c) a statement that the option to elect
repayment is being exercised thereby and (d) a guarantee stating that the
Company will receive this Security, with the form below entitled "Option to
Elect Repayment" duly completed and signed, not later than five Business Days
after the date of such facsimile transmission or letter (provided that this
Security and form duly completed and signed are received by the Company by such
fifth Business Day). Any such election shall be irrevocable. The address to
which such deliveries are to be made is The Bank of New York, Attention:
Corporation Trust Trustee Administration, 101 Barclay Street, New York, New
York 10286 (or at such other places as the Company or the Trustee shall notify
the Holder of this Security). All questions as to the validity, eligibility
(including time of receipt) and acceptance of any Security for repayment will
be determined by the Company, whose determination will be final and binding.
Notwithstanding the foregoing, (x) if this Security is a Global Security, the
option of the Holder to elect repayment may be exercised in accordance with the
Applicable Procedures of the Depositary for this Security at least 15 calendar
days prior to the applicable Repayment Date and (y) whether or not this
Security is a Global Security, the option of the Holder to elect repayment may
be exercised in any such manner as the Company may approve.
7. TRANSFER AND EXCHANGE
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this
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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 and any premium and interest on
this Security are 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 or her attorney duly
authorized in writing, and thereupon one or more new Securities of this series
and of like tenor, of Authorized Denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.
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 nor the Trustee nor any such agent shall be affected by notice to
the contrary.
If this Security is a Global Security, this Security shall be
subject to the provisions of the Indenture relating to Global Securities,
including the limitations in Section 305 thereof on transfers and exchanges of
Global Securities.
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8. DEFEASANCE
The Indenture contains provisions for defeasance at any time
of the entire indebtedness of this Security or certain restrictive covenants and
Events of Default with respect to this Security, in each case upon compliance
with certain conditions set forth in the Indenture. If so specified on the
face hereof, either or both of such provisions are applicable to this
Security, as so specified.
9. REMEDIES
If an Event of Default with respect to Securities of this
series shall occur and be continuing, the principal of the Securities of this
series may be declared due and payable in the manner and with the effect
provided in the Indenture.
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
premium or 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
premium, if any) and interest on this Security at the times, place and rate, and
in the coin or currency, herein prescribed.
10. MODIFICATION AND WAIVER
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 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.
11. GOVERNING LAW
(Reverese of Security continued on next page)
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<PAGE> 23
THIS SECURITY AND THE INDENTURE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
(Reverse of Security continued on next page)
-23-
<PAGE> 24
CUSIP NO. __________
ORIGINAL ISSUE DATE: __________
THE GOLDMAN SACHS GROUP, INC.
MEDIUM-TERM NOTE, SERIES B
OPTION TO ELECT REPAYMENT
TO BE COMPLETED ONLY IF THIS SECURITY IS REPAYABLE
AT THE OPTION OF THE HOLDER AND THE HOLDER
ELECTS TO EXERCISE SUCH RIGHT - NOT APPLICABLE
The undersigned hereby irrevocably requests and instructs the
Company to repay the Security referred to in this notice (or the portion thereof
specified below) at the applicable Repayment Price, together with interest to
the Repayment Date, all as provided for in such Security, to the undersigned,
whose name, address and telephone number are as follows:
- --------------------------------------------------------------------------------
(please print name of the undersigned)
- --------------------------------------------------------------------------------
(please print address of the undersigned)
- --------------------------------------------------------------------------------
(please print telephone number of the undersigned)
If such Security provides for more than one Repayment Date,
the undersigned requests repayment on the earliest Repayment Date after the
requirements for exercising this option have been satisfied, and references in
this notice to the Repayment Date mean such earliest Repayment Date. Terms used
in this notice that are defined in such Security are used herein as defined
therein.
For such Security to be repaid the Company must receive at the
applicable address of the Trustee set forth below or at such other place or
places of which the Company or the Trustee shall from time to time notify the
Holder of such Security, any Business Day not later than the 15th or earlier
than the 25th calendar day prior to the Repayment Date (or, if either such
calendar day is not a Business Day, the next succeeding Business Day), (i) such
Security, with this "Option to Elect Repayment" form duly completed and
-24-
<PAGE> 25
signed, or (ii) a facsimile transmission or letter from a member of a national
securities exchange or the National Association of Securities Dealers, Inc., a
commercial bank or a trust company in the United States of America setting forth
(a) the name, address and telephone number of the Holder of such Security, (b)
the principal amount of such Security and the amount of such Security to be
repaid, (c) a statement that the option to elect repayment is being exercised
thereby and (d) a guarantee stating that such Security to be repaid with the
form entitled "Option to Elect Repayment" on the addendum to the Security duly
completed and signed will be received by the Company not later than five
Business Days after the date of such facsimile transmission or letter (provided
that such Security and form duly completed and signed are received by the
Company by such fifth Business Day). The address to which such deliveries are to
be made is:
The Bank of New York
Attention: Corporation Trust Trustee Administration
101 Barclay Street
New York, New York 10286
or at such other place as the Company or the Trustee shall notify the holder of
such Security.
If less than the entire principal amount of such Security is to be
repaid, specify the portion thereof (which shall equal any Authorized
Denomination) that the Holder elects to have repaid:
----------------------------
and specify the denomination or denominations (which shall equal any Authorized
Denomination) of the Security or Securities to be issued to the Holder in
respect of the portion of such Security not being repaid (in the absence of
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<PAGE> 26
any specification, one Security will be issued in respect of the portion
not being repaid):
----------------------------
Date: _______________ ______________________________
Notice: The signature to this
Option to Elect Repayment must
correspond with the name of
the Holder as written on the
face of such Security in
every particular without
alteration or enlargement or
any other change whatsoever.
ABBREVIATIONS
The following abbreviations, when used in the inscription on
the face of this Security, shall be construed as though they were written out in
full according to applicable laws or regulations.
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with the right of
survivorship and not as tenants
in common
UNIF GIFT MIN ACT - __________ Custodian _________
(Cust) (Minor)
under Uniform Gifts to Minors Act
------------------------------
(State)
Additional abbreviations may also be used
though not in the above list.
-----------------------------
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<PAGE> 27
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
- -----------------------------------------------------------
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
-----------------------
/----------------------/
============================================================
(Please Print or Typewrite Name and Address
Including Postal Zip Code of Assignee)
- ------------------------------------------------------------
the attached Security and all rights thereunder, and hereby
irrevocably constitutes and appoints _______________________
- ------------------------------------------------------------
to transfer said Security on the books of the Company, with full power of
substitution in the premises.
Dated:______________
Signature Guaranteed
- ------------------------- ---------------------------
NOTICE: Signature must be NOTICE: The signature to
guaranteed. this assignment must
correspond with the name of
the Holder as written upon
the face of the attached
Security in every
particular, without
alteration or enlargement
or any change whatever.
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<PAGE> 1
EXHIBIT 4.11
(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 NAME 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.
<PAGE> 2
REGISTERED NO. 1 CUSIP NO. 38141GAL8
ISIN NO. US38141GAL86
THE GOLDMAN SACHS GROUP, INC.
MEDIUM-TERM NOTES, SERIES B
7.80% Notes due 2010
The following terms apply to this Security, as and to the
extent shown below:
PRINCIPAL AMOUNT: ORIGINAL ISSUE DATE*: January
$750,000,000 28, 2000
STATED MATURITY DATE: January ORIGINAL ISSUE DISCOUNT
28, 2010 SECURITY: N/A
SPECIFIED CURRENCY: U.S. o Total Amount of OID:
dollars for all payments N/A
unless otherwise specified o Yield to Maturity: N/A
below: o Initial Accrual Period
OID: N/A
o payments of principal and
any premium: U.S. dollars REDEMPTION COMMENCEMENT
DATES: The Company may
o payments of interest: redeem this Security as
U.S. dollars provided in Section 5 on the
reverse hereof
o Exchange Rate Agent: N/A
REDEMPTION PRICE(S): See
INTEREST RATE: 7.80% per annum Section 5 on the reverse
hereof
INTEREST PAYMENT DATE(S):
Every January 28 and July 28, REPAYMENT AT THE HOLDER'S
beginning July 28, 2000 OPTION: N/A
REPAYMENT PRICE: N/A
REPAYMENT DATE(S): N/A
DEFEASANCE:
- ------------------------------------
* This date shall be the issue date of this Security, unless there is a
Predecessor Security, in which case this date shall be the issue date
of the first Predecessor Security.
(Face of Security continued on next page)
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NY12533: 113530.4
<PAGE> 3
o Full Defeasance: Yes on the reverse hereof.
o Covenant Defeasance: Yes
OTHER TERMS: See Section 4
Terms left blank or marked "N/A", "No", "None" or in a similar
manner do not apply to this Security except as otherwise may be specified.
Whenever used in this Security, the terms specified above that
apply to this Security have the meanings specified above, unless the context
requires otherwise. Other terms used in this Security that are not defined
herein but that are defined in the Indenture referred to in Section 1 on the
reverse of this Security are used herein as defined therein.
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), for
value received, hereby promises to pay to Cede & Co., or registered assigns, as
principal the Principal Amount on the Stated Maturity Date and to pay interest
thereon, from the Original Issue Date or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, on the Interest
Payment Dates in each year, commencing on the first such date that is at least
15 calendar days after the Original Issue Date, and at the Maturity of the
principal hereof, at the rate per annum equal to the Interest Rate specified on
the face hereof, until the principal hereof is paid or made available for
payment. Any premium and any such installment of interest that is overdue at any
time shall also bear interest, at the rate per annum at which the principal then
bears interest (to the extent that the payment of such interest shall be legally
enforceable), from the date any such overdue amount first becomes due until it
is paid or made available for payment. Notwithstanding the foregoing, interest
on any principal, premium or installment of interest that is overdue shall be
payable on demand.
(Face of Security continued on next page)
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<PAGE> 4
The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in the Indenture, be paid to
the Person in whose name this Security (or one or more Predecessor Securities)
is registered at the close of business on the Regular Record Date for such
interest, which shall be the January 13 or July 13 (whether or not a Business
Day, as such term is defined in Section 3 on the reverse hereof) next preceding
such Interest Payment Date. Any interest so payable, but not punctually
paid or duly provided for, on any Interest Payment Date will forthwith cease to
be payable to the Holder on such Regular Record Date and such Defaulted Interest
either may be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to the Holder of this Security not less
than 10 days prior to such Special Record Date, or may be paid in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which this Security may be listed, and upon such notice as may be required by
such exchange, all as more fully provided in the Indenture.
CURRENCY OF PAYMENT
Payment of principal of (and premium, if any) and interest on
this Security will be made in the Specified Currency for such payment, except as
provided in this and the next three paragraphs. The Specified Currency for any
payment shall be the currency specified as such on the face of this Security
unless, at the time of such payment, such currency is not legal tender for the
payment of public and private debts in the country issuing such currency on the
Original Issue Date, in which case the Specified Currency for such payment shall
be such coin or currency as at the time of such payment is legal tender for the
payment of public and private debts in such country, except as provided in the
next sentence. If the euro is specified on the face of this Security as the
Specified Currency for any payment, the Specified Currency for such payment
shall be such coin or currency as at the time of payment is legal tender for the
payment of public and private debts in all EMU Countries
(Face of Security continued on next page)
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NY12533: 113530.4
<PAGE> 5
(as defined in Section 3 on the reverse hereof), provided that, if on any day
there are not at least two EMU Countries, or if on any day there are at least
two EMU Countries but no coin or currency is legal tender for the payment of
public and private debts in all EMU Countries, then the Specified Currency for
such payment shall be deemed not to be available to the Company on such day.
Except as provided in the next paragraph, any payment to be
made on this Security in a Specified Currency other than U.S. dollars will be
made in U.S. dollars if the Person entitled to receive such payment transmits a
written request for such payment to be made in U.S. dollars to the Trustee at
its Corporate Trust Office, Attention: Corporation Trust Trustee
Administration, on or before the fifth Business Day before the payment is to be
made. Such written request may be mailed, hand delivered, telecopied or
delivered in any other manner approved by the Trustee. Any such request made
with respect to any payment on this Security payable to a particular Holder
will remain in effect for all later payments on this Security payable to such
Holder, unless such request is revoked on or before the fifth Business Day
before a payment is to be made, in which case such revocation shall be
effective for such and all later payments. In the case of any payment of
interest payable on an Interest Payment Date, such written request must be made
by the Person who is the registered Holder of this Security on the relevant
Regular Record Date.
The U.S. dollar amount of any payment made pursuant to the
immediately preceding paragraph will be determined by the Exchange Rate Agent
based upon the highest bid quotation received by the Exchange Rate Agent as of
11:00 A.M., New York City time, on the second Business Day preceding the
applicable payment date, from three (or, if three are not available, then two)
recognized foreign exchange dealers selected by the Exchange Rate Agent in The
City of New York, in each case for the purchase by the quoting dealer, for U.S.
dollars and for settlement on such payment date of an amount of the Specified
Currency for such payment equal to the aggregate amount of such Specified
Currency payable on such payment date to all Holders of Securities of this or
any other series who elect to receive
(Face of Security continued on next page)
-5-
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<PAGE> 6
U.S. dollar payments on such payment date, and at which the applicable
dealer commits to execute a contract. If the Exchange Rate Agent determines
that two such bid quotations are not available on such second Business Day,
such payment will be made in the Specified Currency for such payment. All
currency exchange costs associated with any payment in U.S. dollars on this
Security will be borne by the Holder entitled to receive such payment, by
deduction from such payment.
Notwithstanding the foregoing, if any amount payable on this
Security is payable on any day (including at Maturity) in a Specified Currency
other than U.S. dollars, and if such Specified Currency is not available to the
Company on the two Business Days before such day, due to the imposition of
exchange controls, disruption in a currency market or any other circumstances
beyond the control of the Company, the Company will be entitled to satisfy its
obligation to pay such amount in such Specified Currency by making such
payment in U.S. dollars. The amount of such payment in U.S. dollars shall be
determined by the Exchange Rate Agent on the basis of the noon buying rate for
cable transfers in The City of New York for such Specified Currency (the
"Exchange Rate") as of the latest day before the day on which such payment is
to be made. Any payment made under such circumstances in U.S. dollars where the
required payment is in other than U.S. dollars will not constitute an Event of
Default under the Indenture or this Security.
MANNER OF PAYMENT - U.S. DOLLARS
Except as provided in the next paragraph, payment of any
amount payable on this Security in U.S. dollars will be made at the office or
agency of the Company maintained for that purpose in The City of New York (or at
any other office or agency maintained by the Company for that purpose), against
surrender of this Security in the case of any payment due at the Maturity of the
principal hereof (other than any payment of interest that first becomes due on
an Interest Payment Date); provided, however, that, at the option of the Company
and subject to the next paragraph, payment of interest may be made by check
mailed to the
(Face of Security continued on next page)
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NY12533: 113530.4
<PAGE> 7
address of the Person entitled thereto as such address shall
appear in the Security Register.
Payment of any amount payable on this Security in U.S. dollars
will be made by wire transfer of immediately available funds to an account
maintained by the payee with a bank located in the Borough of Manhattan, The
City of New York, if (i) the principal of this Security is at least $1,000,000
and (ii) the Holder entitled to receive such payment transmits a written request
for such payment to be made in such manner to the Trustee at its Corporate Trust
Office, Attention: Corporation Trust Trustee Administration, on or before the
fifth Business Day before the day on which such payment is to be made; provided
that, in the case of any such payment due at the Maturity of the principal
hereof (other than any payment of interest that first becomes due on an Interest
Payment Date), this Security must be surrendered at the office or agency of the
Company maintained for that purpose in The City of New York (or at any other
office or agency maintained by the Company for that purpose) in time for the
Paying Agent to make such payment in such funds in accordance with its normal
procedures. Any such request made with respect to any payment on this Security
payable to a particular Holder will remain in effect for all later
payments on this Security payable to such Holder, unless such request is
revoked on or before the fifth Business Day before a payment is to be made, in
which case such revocation shall be effective for such payment and all later
payments. In the case of any payment of interest payable on an Interest Payment
Date, such written request must be made by the Person who is the registered
Holder of this Security on the relevant Regular Record Date. The Company will
pay any administrative costs imposed by banks in connection with making
payments by wire transfer with respect to this Security, but any tax,
assessment or other governmental charge imposed upon any payment will be borne
by the Holder of this Security and may be deducted from the payment by the
Company or the Paying Agent.
MANNER OF PAYMENT - OTHER SPECIFIED CURRENCIES
Payment of any amount payable on this Security in a Specified
Currency other than U.S. dollars will be made by
(Face of Security continued on next page)
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<PAGE> 8
wire transfer of immediately available funds to such account as is
maintained in such Specified Currency at a bank or other financial institution
acceptable to the Company and the Trustee and as shall have been designated at
least five Business Days prior to the applicable payment date by the Person
entitled to receive such payment; provided that, in the case of any such
payment due at the Maturity of the principal hereof (other than any payment of
interest that first becomes due on an Interest Payment Date), this Security
must be surrendered at the office or agency of the Company maintained for that
purpose in The City of New York (or at any other office or agency maintained by
the Company for that purpose) in time for the Paying Agent to make such payment
in such funds in accordance with its normal procedures. Such account
designation shall be made by transmitting the appropriate information to the
Trustee at its Corporate Trust Office in the Borough of Manhattan, The City of
New York, by mail, hand delivery, telecopier or in any other manner approved by
the Trustee. Unless revoked, any such account designation made with respect to
this Security by the Holder hereof will remain in effect with respect to any
further payments with respect to this Security payable to such Holder. If a
payment in a Specified Currency other than U.S. dollars with respect to this
Security cannot be made by wire transfer because the required account
designation has not been received by the Trustee on or before the requisite
date or for any other reason, the Company will cause a notice to be given to
the Holder of this Security at its registered address requesting an account
designation pursuant to which such wire transfer can be made and such payment
will be made within five Business Days after the Trustee's receipt of such a
designation meeting the requirements specified above, with the same force and
effect as if made on the due date. The Company will pay any administrative
costs imposed by banks in connection with making payments by wire transfer with
respect to this Security, but any tax, assessment or other governmental charge
imposed upon any payment will be borne by the Holder of this Security and may
be deducted from the payment by the Company or the Paying Agent.
MANNER OF PAYMENT - GLOBAL SECURITIES
(Face of Security continued on next page)
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<PAGE> 9
Notwithstanding any provision of this Security or the
Indenture, if this Security is a Global Security, the Company may make any and
all payments of principal, premium and interest on this Security pursuant to the
Applicable Procedures of the Depositary for this Security as permitted in the
Indenture.
PAYMENTS DUE ON A BUSINESS DAY
Unless otherwise specified on the face of this Security, the
following sentence shall apply to this Security. Notwithstanding any provision
of this Security or the Indenture, if any amount of principal, premium or
interest would otherwise be due on this Security on a day (the "Specified Day")
that is not a Business Day, such amount may be paid or made available for
payment on the next succeeding Business Day with the same force and effect as if
such amount were paid on the Specified Day. The provisions of this paragraph
shall apply to the Security in lieu of the provisions of Section 113 of the
Indenture.
------------------------------------
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.
Unless the certificate of authentication hereon has been
executed by the Trustee 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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<PAGE> 10
IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed.
THE GOLDMAN SACHS GROUP, INC.
By /s/ Dan H. Jester
--------------------------
Name: Dan H. Jester
Title: Vice President and
Treasurer
Dated: January 28, 2000
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 Carlos J. Capellan
Authorized Signatory
-10-
<PAGE> 11
(Reverse of Security)
1. SECURITIES AND INDENTURE
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 and 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 of
this Security, the provisions of this Security shall control.
2. SERIES AND DENOMINATIONS
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 of securities
designated on the face hereof. Solely for the purposes of section 5 below, the
"January 28, 2010 Tranche" at any time shall consist of this Security and all
other Securities of this series, whether originally issued on or after the
Original Issue Date, that are then Outstanding and specifically provide by their
terms that they are part of the January 28, 2010 Tranche. The Securities that
are part of the January 28, 2010 Tranche do not constitute a separate series
under the Indenture or the Securities.
(Reverse of Security continued on next page)
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<PAGE> 12
The Securities of this series are issuable only in registered
form without coupons in "Authorized Denominations", which term shall have the
following meaning. For each Security of this series having a principal amount
payable in U.S. dollars, the Authorized Denominations shall be $1,000 and
multiples thereof. For each Security of this series having a principal
amount payable in a Specified Currency other than U.S. dollars, the Authorized
Denominations shall be the amount of such Specified Currency equivalent, at the
Exchange Rate on the first Business Day next preceding the date on which the
Company accepts the offer to purchase such Security, to $1,000 and any multiple
thereof.
3. EXCHANGE RATE AGENT AND RELATED TERMS
If the principal of or interest on this Security is payable in
a Specified Currency other than U.S. dollars, the Company has initially
appointed the institution named on the face of this Security as Exchange Rate
Agent to act as such agent with respect to this Security, but the Company may,
in its sole discretion, appoint any other institution (including any Affiliate
of the Company) to serve as any such agent from time to time. The Company will
give the Trustee prompt written notice of any change in any such appointment.
Insofar as this Security provides for any such agent to obtain rates, quotes or
other data from a bank, dealer or other institution for use in making any
determination hereunder, such agent may do so from any institution or
institutions of the kind contemplated hereby notwithstanding that any one or
more of such institutions are such agent, Affiliates of such agent or Affiliates
of the Company.
All determinations made by the Exchange Rate Agent may be made
by such agent in its sole discretion and, absent manifest error, shall be
conclusive for all purposes and binding on the Holder of this Security and the
Company. The Exchange Rate Agent shall not have any liability therefor.
Unless otherwise specified on the face hereof, for all
purposes of this Security, the term "Business Day" means
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<PAGE> 13
each Monday, Tuesday, Wednesday, Thursday or Friday that (i) is not a day on
which banking institutions in The City of New York generally are authorized or
obligated by law, regulation or executive order to close, (ii) if the Specified
Currency for any payment on this Security is other than U.S. dollars or euros,
is not a day on which banking institutions in the principal financial center of
the country issuing such Specified Currency generally are authorized or
obligated by law, regulation or executive order to close, (iii) if the
Specified Currency for any payment on this Security is euros, is not a Euro
Business Day and (iv) solely with respect to any payment or other action to be
made or taken at any Place of Payment outside The City of New York, is a
Monday, Tuesday, Wednesday, Thursday or Friday that is not a day on which
banking institutions in such Place of Payment generally are authorized or
obligated by law, regulation or executive order to close. "Euro Business Day"
means any day on which the Trans-European Automated Real-Time Gross Settlement
Express (TARGET) System, or any successor system, is open for business. With
respect to any particular location, the close of business on any day on which
business is not being conducted shall be deemed to mean 5:00 P.M., New York
City time, on that day.
References in this Security to U.S. dollars shall mean, as of
any time, the coin or currency that is then legal tender for the payment of
public and private debts in the United States of America.
References in this Security to the euro shall mean, as of any
time, the coin or currency (if any) that is then legal tender for the payment of
public and private debts in all EMU Countries. "EMU Countries" means, at any
time, the countries (if any) then participating in the European Economic and
Monetary Union (or any successor union) pursuant to the Treaty on European Union
of February 1992 (or any successor treaty), as it may be amended from time to
time.
References in this Security to a particular currency other
than U.S. dollars and euros shall mean, as of any time, the coin or currency
that is then legal tender for
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<PAGE> 14
the payment of public and private debts in the country issuing such currency
on the Original Issue Date.
4. ADDITIONAL AMOUNTS
If the beneficial owner of this Security is a United States
Alien (as defined below), the Company will pay all additional amounts that may
be necessary so that every net payment of the principal of and interest on this
Security to such beneficial owner, after deduction or withholding for or on
account of any present or future tax, assessment or governmental charge imposed
with respect to such payment by any U.S. Taxing Authority (as defined below),
will not be less than the amount provided for in such Security to be then due
and payable; provided, however, that the Company shall have no obligation to pay
additional amounts for or on account of any one or more of the
following:
(i) any tax, assessment or other governmental charge imposed
solely because at any time there is or was a connection between such
beneficial owner (or between a fiduciary, settlor, beneficiary or
member of such beneficial owner, if such beneficial owner is an estate,
trust or partnership) and the United States (as defined below) (other
than the mere receipt of a payment on, or the ownership or holding of,
a Security), including because such beneficial owner (or such
fiduciary, settlor, beneficiary or member) at any time, for U.S.
federal income tax purposes: (a) is or was a citizen or resident, or is
or was treated as a resident, of the United States, (b) is or was
present in the United States, (c) is or was engaged in a trade or
business in the United States, (d) has or had a permanent establishment
in the United States, (e) is or was a domestic or foreign personal
holding company, a passive foreign investment company or a controlled
foreign corporation, (f) is or was a corporation that accumulates
earnings to avoid U.S. federal income tax or (g) is or was a
"10-percent shareholder" of the Company as defined in section 871(h)(3)
of the U.S.
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<PAGE> 15
Internal Revenue Code of 1986, as amended, or any successor
provision;
(ii) any tax, assessment or governmental charge imposed solely
because of a change in applicable law or regulation, or in any official
interpretation or application of applicable law or regulation, that
becomes effective any time after the day on which the payment becomes
due or is duly provided for, whichever occurs later;
(iii) any estate, inheritance, gift, sales, excise, transfer,
wealth or personal property tax or any similar tax, assessment or other
governmental charge;
(iv) any tax, assessment or other governmental charge imposed
solely because such beneficial owner or any other Person fails to
comply with any certification, identification or other reporting
requirement concerning the nationality, residence, identity or
connection with the United States of the Holder or any beneficial
owner of this Security, if compliance is required by statute, by
regulation of the U.S. Treasury Department or by an applicable income
tax treaty to which any U.S. Taxing Authority is a party, as a
precondition to exemption from such tax, assessment or other
governmental charge;
(v) any tax, assessment or other governmental charge which is
payable otherwise than by deduction or withholding from payments of
principal of or interest on this Security;
(vi) any tax, assessment or other governmental change imposed
solely because the payment is to be made by a particular Paying Agent
(which term may include the Company) and would not be imposed if made
by another Paying Agent (which term may include the Company); or
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(vii) any combination of the taxes, assessments or other
governmental charges described in items (i) through (vi) of this
Section 4.
Additional amounts also will not be paid with respect to any
payment of principal of or interest on this Security to any United States Alien
who is a fiduciary or a partnership, or who is not the sole beneficial owner of
any such payment, to the extent that the Company would not be required to pay
Additional Amounts to any beneficiary or settlor of such fiduciary or any member
of such a partnership, or to any beneficial owner of the payment, if that Person
had been treated as the beneficial owner of this Security for this purpose.
The term "United States Alien" means any person who, for U.S.
federal income tax purposes, is a nonresident alien individual, a foreign
corporation, a foreign partnership or an estate or trust that is not subject to
U.S. federal income tax on a net income basis on income or gain from this
Security. For the purposes of this Section 4 and Section 5 only, (a) the term
"United States" means the United States of America (including the states thereof
and the District of Columbia), together with the territories, possessions and
all other areas subject to the jurisdiction of the United States of America and
(b) the term "U.S. Taxing Authority" means the United States of America or any
state, any other jurisdiction or any taxing authority in the United States.
Except as specifically provided in this Security, the Company
shall not be required to make any payment with respect to any tax, assessment or
other governmental charge imposed by any government or any political subdivision
or taxing authority thereof or therein.
Whenever in the Securities of this series (or in the
Indenture, including in Sections 501(1) and (2) thereof, insofar as applicable
to this series) there is a reference, in any context, to the payment of the
principal of or interest on any Security of this series, such mention shall be
deemed to include mention of any payment of additional
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amounts to United States Aliens in respect of such payment of principal
or interest to the extent that, in such context, such additional amounts are,
were or would be payable in respect thereof pursuant to this Section 4 or any
corresponding section of another Security of this series, as the case may be.
Express mention of the payment of additional amounts in any provision of any
Security of this series shall not be construed as excluding additional amounts
in the provisions of any Security of this series (or of the Indenture insofar
as it applies to this series) where such express mention is not made.
5. REDEMPTION AT THE COMPANY'S OPTION
This Security and all other Securities that are part of the
January 28, 2010 Tranche may be redeemed, as a whole but not in part, at the
option of the Company, at a Redemption Price equal to 100% of the Outstanding
principal amount of the Securities to be redeemed, together with interest
accrued to the date fixed for redemption, if, as a result of any amendment to,
or change in, the laws or regulations of the United States (as defined in
Section 4 above) or any U.S. Taxing Authority (as defined in Section 4 above),
or any amendment to or change in an official interpretation or application of
such laws or regulations, which amendment or change becomes effective or is
announced on or after January 25, 2000, the Company will become obligated to
pay, on the next Interest Payment Date, additional amounts in respect of this
Security or any other Security that is part of the January 28, 2010 Tranche,
pursuant to Section 4 of this Security or any such other Security. If the
Company becomes entitled to redeem this Security, it may do so on any
day thereafter pursuant to the Indenture, provided, however, that (1) the
Company gives the Holder of this Security notice of such redemption not more
than 60 days nor less than 30 days prior to the date fixed for redemption as
provided in the Indenture, (2) no such notice of redemption may be given
earlier than 90 days prior to the next Interest Payment Date on which the
Company would be obligated to pay such additional amounts and (3) at the time
such notice is given, such obligation to pay such additional amounts remains in
effect. Immediately prior to
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the giving of any notice of redemption of Securities pursuant to this
Section 5, the Company will deliver to the Trustee an Officers' Certificate
stating that the Company is entitled to effect such redemption and setting
forth in reasonable detail a statement of facts showing that the conditions
precedent to the right of the Company to so redeem the Securities have
occurred. Interest installments due on or prior to a Redemption Date will be
payable to the Holder of this Security, or one or more Predecessor Securities,
of record at the close of business on the relevant record date, all as provided
in the Indenture.
6. REPAYMENT AT THE HOLDER'S OPTION
Except as otherwise may be provided on the face hereof, if one
or more Repayment Dates are specified on the face hereof, this Security will be
repayable in whole or in part in an amount equal to any Authorized Denomination
(provided that the remaining principal amount of any Security surrendered for
partial repayment shall at least equal an Authorized Denomination), on any such
Repayment Date, in each case at the option of the Holder and at the applicable
Repayment Price specified on the face hereof (expressed as a percentage of the
principal amount to be repaid), together with accrued interest to the applicable
Repayment Date (but interest installments due on or prior to such Repayment Date
will be payable to the Holder of this Security, or one or more Predecessor
Securities, of record at the close of business on the relevant Record Date as
provided in the Indenture). If this Security provides for more than one
Repayment Date and the Holder exercises its option to elect repayment, the
Holder shall be deemed to have elected repayment on the earliest Repayment Date
after all conditions to such exercise have been satisfied, and references herein
to the "applicable Repayment Date" shall mean such earliest Repayment Date.
In order for the exercise of such option to be effective and
this Security to be repaid, the Company must receive at the applicable address
of the Trustee set forth below (or at such other place or places of which the
Company shall from time to time notify the Holder of this Security),
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on any Business Day not later than the 15th, and not earlier than the 25th,
calendar day prior to the applicable Repayment Date (or, if either such
calendar day is not a Business Day, the next succeeding Business Day), either
(i) this Security, with the form below entitled "Option to Elect Repayment"
duly completed and signed, or (ii) a facsimile transmission or letter from a
member of a national securities exchange or the National Association of
Securities Dealers, Inc., a commercial bank or a trust company in the United
States of America setting forth (a) the name, address and telephone number of
the Holder of this Security, (b) the principal amount of this Security and the
amount of this Security to be repaid, (c) a statement that the option to elect
repayment is being exercised thereby and (d) a guarantee stating that the
Company will receive this Security, with the form below entitled "Option to
Elect Repayment" duly completed and signed, not later than five Business Days
after the date of such facsimile transmission or letter (provided that this
Security and form duly completed and signed are received by the Company by such
fifth Business Day). Any such election shall be irrevocable. The address to
which such deliveries are to be made is The Bank of New York, Attention:
Corporation Trust Trustee Administration, 101 Barclay Street, New York, New
York 10286 (or at such other places as the Company or the Trustee shall notify
the Holder of this Security). All questions as to the validity, eligibility
(including time of receipt) and acceptance of any Security for repayment will
be determined by the Company, whose determination will be final and binding.
Notwithstanding the foregoing, (x) if this Security is a Global Security, the
option of the Holder to elect repayment may be exercised in accordance with the
Applicable Procedures of the Depositary for this Security at least 15 calendar
days prior to the applicable Repayment Date and (y) whether or not this
Security is a Global Security, the option of the Holder to elect repayment may
be exercised in any such manner as the Company may approve.
7. TRANSFER AND EXCHANGE
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this
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<PAGE> 20
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 and any premium and interest on
this Security are 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 or her attorney duly
authorized in writing, and thereupon one or more new Securities of this series
and of like tenor, of Authorized Denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.
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 nor the Trustee nor any such agent shall be affected by notice to
the contrary.
If this Security is a Global Security, this Security shall be
subject to the provisions of the Indenture relating to Global Securities,
including the limitations in Section 305 thereof on transfers and exchanges of
Global Securities.
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8. DEFEASANCE
The Indenture contains provisions for defeasance at any time
of the entire indebtedness of this Security or certain restrictive covenants and
Events of Default with respect to this Security, in each case upon compliance
with certain conditions set forth in the Indenture. If so specified on the face
hereof, either or both of such provisions are applicable to this Security, as
so specified.
9. REMEDIES
If an Event of Default with respect to Securities of this
series shall occur and be continuing, the principal of the Securities of this
series may be declared due and payable in the manner and with the effect
provided in the Indenture.
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
premium or interest hereon on or after the respective due dates expressed
herein.
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<PAGE> 22
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
premium, if any) and interest on this Security at the times, place and rate, and
in the coin or currency, herein prescribed.
10. MODIFICATION AND WAIVER
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 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.
11. GOVERNING LAW
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<PAGE> 23
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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<PAGE> 24
CUSIP NO. __________
ORIGINAL ISSUE DATE: __________
THE GOLDMAN SACHS GROUP, INC.
MEDIUM-TERM NOTE, SERIES B
OPTION TO ELECT REPAYMENT
TO BE COMPLETED ONLY IF THIS SECURITY IS REPAYABLE
AT THE OPTION OF THE HOLDER AND THE HOLDER
ELECTS TO EXERCISE SUCH RIGHT - NOT APPLICABLE
The undersigned hereby irrevocably requests and instructs the
Company to repay the Security referred to in this notice (or the portion thereof
specified below) at the applicable Repayment Price, together with interest to
the Repayment Date, all as provided for in such Security, to the undersigned,
whose name, address and telephone number are as follows:
- --------------------------------------------------------------------------------
(please print name of the undersigned)
- --------------------------------------------------------------------------------
(please print address of the undersigned)
- --------------------------------------------------------------------------------
(please print telephone number of the undersigned)
If such Security provides for more than one Repayment Date,
the undersigned requests repayment on the earliest Repayment Date after the
requirements for exercising this option have been satisfied, and references in
this notice to the Repayment Date mean such earliest Repayment Date. Terms used
in this notice that are defined in such Security are used herein as defined
therein.
For such Security to be repaid the Company must receive at the
applicable address of the Trustee set forth below or at such other place or
places of which the Company or the Trustee shall from time to time notify the
Holder of such Security, any Business Day not later than the 15th or earlier
than the 25th calendar day prior to the Repayment Date (or, if either such
calendar day is not a Business Day, the next succeeding Business Day), (i) such
Security, with this "Option to Elect Repayment" form duly completed and
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<PAGE> 25
signed, or (ii) a facsimile transmission or letter from a member of a national
securities exchange or the National Association of Securities Dealers, Inc., a
commercial bank or a trust company in the United States of America setting forth
(a) the name, address and telephone number of the Holder of such Security, (b)
the principal amount of such Security and the amount of such Security to be
repaid, (c) a statement that the option to elect repayment is being exercised
thereby and (d) a guarantee stating that such Security to be repaid with the
form entitled "Option to Elect Repayment" on the addendum to the Security duly
completed and signed will be received by the Company not later than five
Business Days after the date of such facsimile transmission or letter (provided
that such Security and form duly completed and signed are received by the
Company by such fifth Business Day). The address to which such deliveries are to
be made is:
The Bank of New York
Attention: Corporation Trust Trustee Administration
101 Barclay Street
New York, New York 10286
or at such other place as the Company or the Trustee shall notify the holder of
such Security.
If less than the entire principal amount of such Security is to be
repaid, specify the portion thereof (which shall equal any Authorized
Denomination) that the Holder elects to have repaid:
----------------------------
and specify the denomination or denominations (which shall equal any Authorized
Denomination) of the Security or Securities to be issued to the Holder in
respect of the portion of such Security not being repaid (in the absence of
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<PAGE> 26
any specification, one Security will be issued in respect of the portion not
being repaid):
----------------------------
Date: _______________ ______________________________
Notice: The signature to this
Option to Elect Repayment must
correspond with the name of
the Holder as written on the
face of such Security in
every particular without
alteration or enlargement or
any other change whatsoever.
ABBREVIATIONS
The following abbreviations, when used in the inscription on
the face of this Security, shall be construed as though they were written out in
full according to applicable laws or regulations.
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with the right of
survivorship and not as tenants
in common
UNIF GIFT MIN ACT - __________ Custodian _________
(Cust) (Minor)
under Uniform Gifts to Minors Act
------------------------------
(State)
Additional abbreviations may also be used
though not in the above list.
-----------------------------
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<PAGE> 27
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
- -----------------------------------------------------------
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
-----------------------
/----------------------/
============================================================
(Please Print or Typewrite Name and Address
Including Postal Zip Code of Assignee)
- ------------------------------------------------------------
the attached Security and all rights thereunder, and hereby
irrevocably constitutes and appoints _______________________
- ------------------------------------------------------------
to transfer said Security on the books of the Company, with full power of
substitution in the premises.
Dated:______________
Signature Guaranteed
- ------------------------- ---------------------------
NOTICE: Signature must be NOTICE: The signature to
guaranteed. this assignment must
correspond with the name of
the Holder as written upon
the face of the attached
Security in every
particular, without
alteration or enlargement
or any change whatever.
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<PAGE> 1
EXHIBIT 8.4
December 6, 1999
The Goldman Sachs Group, Inc.,
85 Broad Street,
New York, New York 10004.
Ladies and Gentlemen:
As United States tax counsel to The Goldman Sachs Group, Inc.
(the "Company") in connection with the issuance by the Company of $21,000,000
aggregate face amount of 0.25% Exchangeable Notes due 2004 (Exchangeable for
Common Stock of Yahoo! Inc.), which are part of the Company's Medium-Term Notes,
Series B, we hereby confirm to you that the discussion set forth under the
heading "Supplemental Discussion of United States Federal Income Tax
Consequences" in Prospectus Supplement No. 48, dated November 23, 1999, to the
Prospectus dated May 18, 1999 (the "Prospectus Supplement"), which forms a part
of the Registration Statement of the Company to which this opinion is filed as
an exhibit, is our opinion, subject to the limitations set forth therein.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the reference to us under the heading
"Supplemental Discussion of United States Federal Income Tax Consequences" in
the Prospectus Supplement. In giving such consent, we do not thereby admit that
we are in the category of persons whose consent is required under Section 7 of
the Act.
Very truly yours,
/s/ Sullivan & Cromwell
