SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
THE GOLDMAN SACHS GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-4019460
(State of incorporation or organization) (I.R.S. Employer Identification No.)
85 BROAD STREET, NEW YORK, NEW YORK 10004
(Address of Principal Executive Offices) (Zip Code)
<TABLE>
<S> <C>
If this form relates to the registration If this form relates to the registration
of a class of securities pursuant to of a class of securities pursuant to
Section 12(b) of the Exchange Act Section 12(g) of the Exchange Act
and is effective pursuant to General and is effective pursuant to General
Instruction A.(c), check the following Instruction A.(d), check the following
box.|X| box.|_|
</TABLE>
Securities Act registration statement file number to which this form relates:
333-75321
---------------
(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
7.50% NOTES DUE 2005 NEW YORK STOCK EXCHANGE, INC.
7.80% NOTES DUE 2010
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
<PAGE>
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The material set forth in (i) the section captioned "Description of
Notes We May Offer" in the registrant's registration statement on Form S-1 (No.
333-75321) and (ii) the section "Specific Terms of the Notes" in the Prospectus
Supplement No. 79, dated January 25, 2000 to the registrant's Prospectus, dated
May 18, 1999, are each incorporated herein by reference. The outstanding
principal amount of the securities of either maturity registered hereby may be
increased from time to time in the future due to further issuances of securities
having substantially the same terms. If any such additional securities are
issued, a prospectus supplement relating to them will be filed with the
Securities and Exchange Commission and will be incorporated herein by reference.
The securities registered hereby are all part of a single series as described in
the documents referenced above.
ITEM 2. EXHIBITS.
1. Amended and Restated Certificate of Incorporation of The Goldman Sachs
Group, Inc., incorporated herein by reference to Exhibit 3.1 to the
registrant's registration statement on Form S-1 (No. 333-75213).
2. Amended and Restated By-Laws of The Goldman Sachs Group, Inc.,
incorporated herein by reference to Exhibit 3.2 to the registrant's
registration statement on Form S-1 (No. 333-75213).
3. Specimen of certificate representing The Goldman Sachs Group, Inc.'s
common stock, par value $0.01 per share, incorporated herein by
reference to Exhibit 4.1 to the registrant's registration statement on
Form S-1 (No. 333-74449).
4. Stockholder Protection Rights Agreement, dated as of April 5, 1999,
between The Goldman Sachs Group, Inc. and ChaseMellon Shareholder
Services, L.L.C., as Rights Agent, incorporated herein by reference to
Exhibit 5 to the registrant's registration statement on Form 8-A (No.
001-14965).
5. Indenture, dated as of May 19, 1999, between The Goldman Sachs Group,
Inc. and The Bank of New York, as trustee, incorporated herein by
reference to Exhibit 6 to the registrant's registration statement on
Form 8-A (No. 001-14965).
6. Form of The Goldman Sachs Group, Inc.'s 7.50% Notes due 2005.
7. Form of The Goldman Sachs Group, Inc.'s 7.80% Notes due 2010.
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereto duly authorized.
Date: January 27, 2000 THE GOLDMAN SACHS GROUP, INC.
By: /s/ DAN H. JESTER
---------------------------------------------
Name: Dan H. Jester
Title: Vice President and Treasurer
(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>
REGISTERED NO. __ 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:
PRINCIPAL AMOUNT: o Total Amount of OID:
$750,000,000 N/A
o Yield to Maturity: N/A
STATED MATURITY DATE: January o Initial Accrual Period
28, 2005 OID: N/A
SPECIFIED CURRENCY: U.S. REDEMPTION COMMENCEMENT
dollars for all payments DATES: The Company may
unless otherwise specified redeem this Security as
below: provided in Section 5 on the
reverse hereof
o payments of principal and
any premium: U.S. dollars REDEMPTION PRICE(S): See
o payments of interest: Section 5 on the reverse
U.S. dollars hereof
o Exchange Rate Agent: N/A
REPAYMENT AT THE HOLDER'S
INTEREST RATE: 7.50% per annum OPTION: N/A
INTEREST PAYMENT DATE(S): REPAYMENT PRICE: N/A
Every January 28 and July 28,
beginning July 28, 2000 REPAYMENT DATE(S): N/A
ORIGINAL ISSUE DATE*: January DEFEASANCE:
28, 2000
o Full Defeasance: Yes
ORIGINAL ISSUE DISCOUNT
SECURITY: N/A o Covenant Defeasance: Yes
OTHER TERMS: See Section 4
on the reverse hereof.
- ------------------------
* 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)
<PAGE>
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.
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
(Face of Security continued on next page)
-3-
<PAGE>
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 (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:
(Face of Security continued on next page)
-4-
<PAGE>
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 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
(Face of Security continued on next page)
-5-
<PAGE>
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
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 pay ment 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
(Face of Security continued on next page)
-6-
<PAGE>
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 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
(Face of Security continued on next page)
-7-
<PAGE>
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
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.
(Face of Security continued on next page)
-8-
<PAGE>
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.
Dated: January 28, 2000
THE GOLDMAN SACHS GROUP, INC.
By____________________________
Name:
Title:
This is one of the Securities of the series designated herein and
referred to in the Indenture.
THE BANK OF NEW YORK, as Trustee
By_________________________________
Authorized Officer
-9-
<PAGE>
(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.
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
(Reverse of Security continued on next page)
-10-
<PAGE>
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 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
(Reverse of Security continued on next page)
-11-
<PAGE>
(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 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
(Reverse of Security continued on next page)
-12-
<PAGE>
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. 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
(Reverse of Security continued on next page)
-13-
<PAGE>
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
(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
(Reverse of Security continued on next page)
-14-
<PAGE>
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 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
(Reverse of Security continued on next page)
-15-
<PAGE>
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 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.
(Reverse of Security continued on next page)
-16-
<PAGE>
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), 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
telegram, telex, 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 telegram,
telex, 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
(Reverse of Security continued on next page)
-17-
<PAGE>
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 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.
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
-18-
<PAGE>
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.
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.
(Reverse of Security continued on next page)
-19-
<PAGE>
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
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)
-20-
<PAGE>
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
-21-
<PAGE>
signed, or (ii) a telegram, telex, 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 telegram,
telex, 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 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
-22-
<PAGE>
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.
-----------------------------
-23-
<PAGE>
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.
-24-
(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>
REGISTERED NO. __ 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: o Total Amount of OID:
$750,000,000 N/A
o Yield to Maturity: N/A
STATED MATURITY DATE: January o Initial Accrual Period
28, 2010 OID: N/A
SPECIFIED CURRENCY: U.S. REDEMPTION COMMENCEMENT
dollars for all payments DATES: The Company may
unless otherwise specified redeem this Security as
below: provided in Section 5 on the
reverse hereof
o payments of principal and
any premium: U.S. dollars REDEMPTION PRICE(S): See
Section 5 on the reverse
o payments of interest: hereof
U.S. dollars
REPAYMENT AT THE HOLDER'S
o Exchange Rate Agent: N/A OPTION: N/A
INTEREST RATE: 7.80% per annum REPAYMENT PRICE: N/A
INTEREST PAYMENT DATE(S): REPAYMENT DATE(S): N/A
Every January 28 and July 28,
beginning July 28, 2000 DEFEASANCE:
ORIGINAL ISSUE DATE*: January o Full Defeasance: Yes
28, 2000
o Covenant Defeasance: Yes
ORIGINAL ISSUE DISCOUNT
SECURITY: N/A OTHER TERMS: See Section 4
on the reverse hereof.
- ------------------------------------
* 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)
-2-
<PAGE>
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.
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
(Face of Security continued on next page)
-3-
<PAGE>
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 (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:
(Face of Security continued on next page)
-4-
<PAGE>
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 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
(Face of Security continued on next page)
-5-
<PAGE>
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
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
(Face of Security continued on next page)
-6-
<PAGE>
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 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
(Face of Security continued on next page)
-7-
<PAGE>
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
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.
(Face of Security continued on next page)
-8-
<PAGE>
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.
Dated: January 28, 2000
THE GOLDMAN SACHS GROUP, INC.
By____________________________
Name: Dan H. Jester
Title: Vice President and
Treasurer
This is one of the Securities of the series designated herein and
referred to in the Indenture.
THE BANK OF NEW YORK, as Trustee
By_________________________________
Authorized Officer
-9-
<PAGE>
(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.
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
(Reverse of Security continued on next page)
-10-
<PAGE>
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 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
(Reverse of Security continued on next page)
-11-
<PAGE>
(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 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
(Reverse of Security continued on next page)
-12-
<PAGE>
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. 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
(Reverse of Security continued on next page)
-13-
<PAGE>
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 charge 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
(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
(Reverse of Security continued on next page)
-14-
<PAGE>
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 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
(Reverse of Security continued on next page)
-15-
<PAGE>
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 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.
(Reverse of Security continued on next page)
-16-
<PAGE>
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), 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
telegram, telex, 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 telegram,
telex, 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
(Reverse of Security continued on next page)
-17-
<PAGE>
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 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.
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
(Reverse of Security continued on next page)
-18-
<PAGE>
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.
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.
(Reverse of Security continued on next page)
-19-
<PAGE>
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
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)
-20-
<PAGE>
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
-21-
<PAGE>
signed, or (ii) a telegram, telex, 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 telegram,
telex, 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 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
-22-
<PAGE>
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.
-----------------------------
-23-
<PAGE>
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.
-24-
