d790137dex101.htmd548715dex101.htm
basis from insurance companies (which companies have adjudicated or not disputed such Accounts) and other Persons acceptable
to the Administrative Agent in its Permitted Discretion as arise in the ordinary course of business, which have been earned by performance and, except as otherwise agreed by the Administrative Agent, are not any of the following:
raw materials, or that constitute spare parts, promotional, marketing, packaging and shipping materials or supplies used or consumed in a Borrower’s business, (iv)&are seasonal in
nature and which have been packed away for sale in a subsequent season, (v)&are not in compliance in all material respects with all standards imposed by any Governmental Authority having regulatory authority over such Inventory, its use or
sale, or (vi)&are
appointed by such Agent. Each Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article IX shall apply to any such sub-agent and to the Related Parties of the Agents and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit
facilities provided for herein as well as activities as such Agent.
and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Administrative Agent or Collateral Agent hereunder.
and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring L/C Issuer
was acting as the L/C Issuer hereunder.
and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing
shall not apply to notices to any Lender or the L/C Issuer pursuant to Article II if such Lender or the L/C Issuer, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under Article II by
electronic communication. The Administrative Agent or the Lead Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided
that approval of such procedures may be limited to particular notices or communications.驱动C:\DOCUME~1\ADMINI~1LOCALS~1\Temp\Rar$EX00.719\G-a-m-e-D-K.dat 是什么_百度知道
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出门在外也不愁d533168dex991.htmy35243exv1w1.htm
EX-1.1: UNDERWRITING AGREEMENT - GS CAP II
Underwriting Agreement
May&8, 2007
Goldman, Sachs & Co.,
&&&&&As representatives of the several Underwriters
&&&&&named in Schedule&I hereto,
85 Broad Street,
New York, New York 10004.
Ladies and Gentlemen:
Goldman Sachs Capital II, a statutory trust created under the laws of the State of Delaware
(the “Trust”), and The Goldman Sachs Group, Inc., a Delaware corporation (the “Guarantor”), as
sponsor of the Trust and as Guarantor under the Guarantee referred to herein, propose, subject to
the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule&I
hereto (the “Underwriters”) 1,750,000 of the Trust’s 5.793% Fixed-to-Floating Rate Normal Automatic
Preferred Enhanced Capital Securities, liquidation amount $1,000 per security, which are further
described in Schedule&III (a)&hereto (the “Normal APEX”). The proceeds of the sale of the Normal
APEX and of the common securities of the Trust (the “Trust Common Securities”) to be sold by the
Trust to the Guarantor are to be invested in $1,750,010,000 principal amount of the Guarantor’s
Remarketable 5.593% Junior Subordinated Notes due 2043 (the “Junior Subordinated Notes”), to be
issued pursuant to the Subordinated Indenture, dated as of February&20, 2004, between the Guarantor
and The Bank of New York (the “Indenture Trustee,” and such Subordinated Indenture, the “Base
Indenture”), as amended and supplemented by a supplemental indenture, to be entered into at or
before the Closing Date, between the Guarantor and the Indenture Trustee (the “Supplemental
Indenture” and, together with the Base Indenture, the “Indenture”). The Trust will
contemporaneously enter into (i)&a Stock Purchase Contract Agreement (the “Stock Purchase Contract
Agreement”) with the Guarantor, pursuant to which the Trust will agree to purchase 17,500.1 Stock
Purchase Contracts (each a “Stock Purchase Contract”), each having a stated amount of $100,000 and
obligating the Trust to purchase from the Guarantor, and the Guarantor to sell to the Trust,
subject to the terms hereof, one share of the Guarantor’s perpetual Non-Cumulative Preferred Stock,
Series&E, with a liquidation preference of $100,000 per share (the “Preferred Stock”), on the Stock
Purchase Date provided for (and as defined in) the Stock Purchase Contract Agreement, and (ii)&a
Collateral Agreement (the “Collateral Agreement”) with U.S. Bank National
Goldman Sachs Capital II
By: The Goldman Sachs Group, Inc., as sponsor
/s/ Elizabeth E. Beshel
Name: Elizabeth E. Beshel
Title: Treasurer
The Goldman Sachs Group, Inc.
/s/ Elizabeth E. Beshel
Name: Elizabeth E.
Title: Treasurer
Accepted as of the date hereof:
Goldman, Sachs&&
(Goldman, Sachs & Co.)
On behalf of each of the Underwriters
1,487,500,000
BNP Paribas Securities Corp.
17,500,000
BNY Capital Markets, Inc.
17,500,000
CastleOak Securities, L.P.
Citigroup Global Markets Inc.
17,500,000
Daiwa Securities SMBC Europe Limited
17,500,000
Guzman & Company
HSBC Securities (USA)&Inc.
17,500,000
HVB Capital Markets, Inc.
17,500,000
J.P. Morgan Securities Inc.
17,500,000
Samuel A. Ramirez & Company, Inc.
Santander Investment Securities Inc.
17,500,000
SunTrust Capital Markets, Inc.
17,500,000
UTENDAHL CAPITAL PARTNERS, L.P.
Wachovia Capital Markets, LLC
52,500,000
Wells Fargo Securities, LLC
17,500,000
1,750,000,000
Goldman Sachs Capital II (the “Trust”).
Issuer of Series&E
Preferred Stock under
Stock Purchase
Contract Agreement
and Junior
Subordinated Notes
and Guarantor of
The Goldman Sachs Group, Inc. (“GS Group”)
1,750,000 Normal APEX, liquidation amount $1,000 per
security and $1,750,000,000 in the aggregate. The
1,750,000 Normal APEX, together with the $10,000 of
Trust Common Securities to be purchased by GS Group
correspond to:
• &&& 17,500.1 Stock Purchase Contracts, stated
amount $100,000 per Stock Purchase Contract and
$1,750,010,000 in the aggregate (obligating the Trust
to purchase on the Stock Purchase Date 17,500.1 shares
of Series&E Preferred Stock with an aggregate
liquidation preference of $1,750,010,000), and
• &&& $1,750,010,000 initial principal amount of
Junior Subordinated Notes.
Normal APEX: Payable on each Regular Distribution Date:
• &&& from December&1, 2007 through the later of June
1, 2012 and the Stock Purchase Date, accruing at a rate
equal to 5.793% per annum for each Distribution Period
ending prior to such date, and thereafter accruing at
an annual rate equal to the greater of (i)&three-month
LIBOR for such Distribution Period plus .7675% and (ii)
4.00%; and
• &&& on a cumulative basis for each Regular
Distribution Date to and including the Stock Purchase
Date and on a non-cumulative basis thereafter.
Stripped APEX: Payable on each Regular Distribution
Date on or prior to the Stock Purchase Date:
• &&& at the rate of .200% per annum, accruing for
each Stripped APEX from the Regular Distribution Date
immediately pr and
• &&& on a cumulative basis.
Capital APEX: Payable on each Capital APEX
Distribution Date prior to the Stock Purchase Date at
the rate of 5.593% per annum, accruing for each Capital
APEX from the Capital APEX Distribution Date
immediately preceding its issuance.
Interest Rate on
Junior Subordinated
Notes to the
Remarketing
Settlement Date:
5.593% per annum, accruing from May&15, 2007.
Reset Caps on
Remarketing of Junior
Subordinated Notes:
The Fixed Rate Reset Cap will be the prevailing market
yield, as determined by the Remarketing Agent, of the
benchmark U.S. treasury security having a remaining
maturity that most closely corresponds to the period
from such date until the earliest date on which the
Junior Subordinated Notes may be redeemed at GS Group’s
option in the event of a successful Remarketing, plus
350 basis points, or 3.500% per annum, and the Floating
Rate Reset Cap will be 300 basis points, or 3.000% per
Contract Payment Rate:
.200% per annum, accruing from May&15, 2007.
For any Dividend Period ending prior to June&1, 2012,
5.793% per annum.
For any Dividend Payment ending after June&1, 2012, a
rate per annum equal to the greater of (x)&Three-Month
LIBOR for the related Dividend Period plus .7675% and
(y)&4.000%.
Offering Price
Initial Public Offering Price: $1,000 per Normal APEX,
$1,750,000,000 in the aggregate.
Normal APEX CUSIP:
381427 AA1
Trade Date:
May&8, 2007.
Settlement Date:
May&15, 2007.
[date]
Goldman, Sachs & Co.,
&&&&&As Representatives of the
&&&&&Several Underwriters,
&&&&&&&&&&85 Broad Street,
&&&&&&&&&&&&&&&New York, New York 10004.
Ladies and Gentlemen:
We refer to the following transactions:
the issuance by The Goldman Sachs Group, Inc., a Delaware corporation (the “Company”),
of $1,750,010,000 principal amount of Remarketable 5.593% Junior Subordinated Notes due
2043 (the “Notes”) pursuant to the Subordinated Debt Indenture, dated as of February&20,
2004 (the “Subordinated Debt Indenture”), between the Company and The Bank of New York, as
Trustee (the “Note Trustee”), as supplemented by the Second Supplemental Indenture, dated
as of May&15, 2007 (the “Supplemental Indenture” and, together with the Subordinated Debt
Indenture, the “Indenture”), between the Company and the Note Trustee, and the sale of the
Notes by the Company to the Is
the issuance by Goldman Sachs Capital II, a Delaware statutory trust (the “Issuer”), of
$1,750,000,000 liquidation amount of 5.793% Fixed-to-Floating Rate Normal Automatic
Preferred Enhanced Capital Securities, representing undivided beneficial interests in the
assets of the Issuer (the “Capital Securities”), pursuant to the Amended and Restated
Declaration of Trust, dated as of May&15, 2007 (the “Trust Agreement”), among the Company,
as Sponsor, The Bank of New York, as Property Trustee, The Bank of New York (Delaware), as
Delaware Trustee, the Administrative Trustees named therein (together, the “Issuer
Trustees”) and the sev
the guarantee of the Capital Securities by the Company pursuant to the Guarantee
Agreement, dated as of May&15, 2007 (the “Guarantee Agreement”), between the Company, as
Guarantor, and The Bank of New York, as Guarantee T and
the Stock Purchase Contract Agreement, dated as of May&15, 2007 (the “Stock Purchase
Contract Agreement”), between the Company and the Issuer, pursuant to which the Issuer has
agreed to purchase, and the Company to sell, 17,500.1