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EXHIBIT 4.8
THIS SECURITY IS A GLOBAL SECURITY 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 SET FORTH
IN OR PURSUANT TO THE INDENTURE.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC" OR
THE "DEPOSITARY"), TO THE COMPANY 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 THEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
GOLDEN WEST FINANCIAL CORPORATION
5-1/2% Senior Note due August 8, 2006
Registered: No. 1 CUSIP: 381317 AM 8
$200,000,000
GOLDEN WEST FINANCIAL CORPORATION, a corporation duly organized
and existing under the laws of the State of Delaware (herein called the
"Company", which term includes any successor Person under the Indenture
hereinafter referred to), for value received, hereby promises to pay to Cede &
Co., or registered assigns, the principal sum of TWO HUNDRED MILLION DOLLARS
($200,000,000) on August 8, 2006, and to pay interest thereon from August 8,
2001 or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, semi-annually on February 8th and August 8th of each
year, commencing February 8, 2002, at the rate of 5-1/2 % per annum, until the
principal hereof is paid or made available for payment. Interest on this
Security shall be calculated on the basis of a 360-day year consisting of twelve
30-day months. The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in such 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
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24th or July 24th (whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date. Any such interest not so punctually paid
or duly provided for will forthwith cease to be payable to the Person who was
the Holder of this Security on the relevant Regular Record Date by virtue of
having been such Holder and may either 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 Company, notice whereof shall be given to Holders of the
Securities of this series not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange on which the Securities of this
series may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in said Indenture.
Payment of the principal of and interest on this Security will be
made at the office or agency of the Company maintained for that purpose in the
Borough of Manhattan, The City of New York, in such coin or currency of the
United States of America as at the time of payment is legal tender for payment
of public and private debts; provided, however, that at the option of the
Company 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 or
by wire transfer to an account designated by such Person pursuant to an
arrangement that is satisfactory to the Trustee and the Company; and provided,
further, that so long as this Security is a global Security registered in the
name of a depositary or its nominee, payments of the principal of and interest
on this Security shall be made by wire transfer of immediately available funds.
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 referred to on the reverse hereof by manual signature, this
Security shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
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IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed under its corporate seal.
Dated: August 8, 2001 GOLDEN WEST FINANCIAL CORPORATION
By: /s/ Russell W. Kettell
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President
Attest:
/s/ Michael Roster
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Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated herein
referred to in the within-mentioned Indenture.
BANKERS TRUST COMPANY
By: /s/ Tracy Salzmann
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Authorized Signatory
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REVERSE OF SECURITY
This Security is one of a duly authorized issue of securities of
the Company (herein called the "Securities") issued and to be issued in one or
more series under an Indenture, dated as of August 8, 2001 (herein called the
"Indenture", which term shall have the meaning assigned to it in such
instrument), between the Company and Bankers Trust Company, a New York banking
corporation, as Trustee (herein called the "Trustee", which term includes any
successor trustee under the Indenture). 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 the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated on
the face hereof, initially limited in aggregate principal amount to
$200,000,000, but subject to the Company's right to "reopen" the series and
issue additional Securities of such series from time to time.
The Securities of this series are not subject to redemption at
the option of the Company prior to the Stated Maturity of the principal thereof.
If an Event of Default with respect to Securities of this series
shall occur and be continuing, the principal of and accrued and unpaid interest
on the Securities of this series may be declared due and payable in the manner
and with the effect provided in the Indenture.
The Indenture contains provisions for defeasance at any time of
(a) the entire indebtedness of the Company on the Securities of any series and
(b) certain restrictive covenants applicable to the Securities of any series,
upon compliance by the Company with certain conditions set forth therein, which
provisions apply to this Security.
The Indenture permits, with certain exceptions therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of Securities of each series issued under
the Indenture at any time by the Company and the Trustee with the consent of the
Holders of not less than a majority in aggregate principal amount of the
Securities at the time Outstanding of each series affected thereby. The
Indenture also contains provisions permitting the Holders of specified
percentages in principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all Securities of such series, to waive
compliance by the Company with certain provisions of the Indenture and 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
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future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.
As provided in and subject to the provisions of the Indenture,
Holders of Securities of this series 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 Holders 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 Holders of Securities of this series for the enforcement of
any payment of principal hereof or any 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
interest on this Security at the times, place and rate, and in the coin or
currency prescribed herein and in the Indenture.
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
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 attorney duly
authorized in writing, and thereupon one or more new Securities of this series
and of like term and tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.
The Securities of this series are issuable only in registered
form without coupons in denominations of $1,000 and any integral multiple
thereof. As provided in the Indenture and subject to certain limitations therein
and herein set forth, Securities of this
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series are exchangeable for a like aggregate principal amount of Securities
of this series and of like term and tenor of a different authorized
denomination, as requested by the Holder surrendering the same.
The global Securities of this series will be exchangeable for
definitive certificated Securities of this series if (i) the depositary for such
global Securities notifies the Company that it is unwilling or unable to
continue as depositary for such global Securities or at any time such depositary
ceases to be a clearing agency registered as such under the Securities Exchange
Act of 1934, as amended (or any successor thereto), if so required by applicable
law or regulation, and the Company shall not have appointed a successor
depositary for such global Securities within 90 days of such notification or of
the Company becoming aware of the depositary's ceasing to be so registered, as
the case may be, (ii) the Company, in its sole discretion determines that the
global Securities of this series shall be exchangeable for definitive
certificated Securities of this series and executes and delivers to the Trustee
a Company Order to the effect that such global Securities shall be so
exchangeable, or (iii) an Event of Default has occurred and is continuing with
respect to the Securities of this series. If any global Security of this series
is exchangeable pursuant to the preceding sentence, it shall be exchanged,
without charge, for definitive certificated Securities of this series issued in
authorized denominations and registered in such names as the depositary shall
direct, and the Company will deliver to the Trustee definitive certificated
Securities of this series, executed by the Company, in order to effect such
exchange. Subject to the foregoing, a global Security of this series is not
exchangeable, except for a Security of this series of the same aggregate
principal amount to be registered in the name of such depositary or its nominee
or in the name of a successor to the depositary or a nominee of such successor
depositary.
No service charge shall be made for any registration of transfer
or exchange of this Security, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith, other than in certain cases provided in the Indenture.
Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered as the owner
hereof for all purposes, whether or not this Security be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
The Indenture and this Security shall be governed by and
construed in accordance with the laws of the State of California, except that
the rights, duties, privileges and immunities of the Trustee shall be governed
by the laws of the State of New York.
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All terms used in this Security which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the
face of this instrument, 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 right of survivorship and not as tenants in
common
UNIF GIFT MIN ACT - Custodian
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(Cust) (Minor)
under Uniform Gifts to Minors Act
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(State)
Additional abbreviations may also be used though not in the above
list.
FOR VALUE RECEIVED the undersigned hereby sells, assigns and
transfers unto
[PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE]
[NAME AND ADDRESS OF ASSIGNEE, INCLUDING ZIP CODE, MUST BE PRINTED OR
TYPEWRITTEN]
the within Security, and all rights thereunder, hereby irrevocably constituting
and appointing, such person attorney to transfer said Security on the books of
the Company, with full power of substitution in the premises.
Dated:
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NOTICE: The signature to this assignment must correspond with the
name as it appears upon the face of the within Security in every particular,
without alteration or enlargement or any change whatever.
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