GUARANTEE AGREEMENT between The Goldman Sachs Group, Inc., as Guarantor, and The Bank of New York Mellon, as Guarantee Trustee Vesey Street Investment Trust I Dated as of July 20, 2012Guarantee Agreement • July 20th, 2012 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • New York
Note: This reconciliation and tie sheet shall not, for any purpose, be deemed to be a part of the Guarantee Agreement and shall not affect the interpretation of any of its terms or provisions.
VESEY STREET INVESTMENT TRUST I (Liquidation amount $1,000 per Trust Security) guaranteed by THE GOLDMAN SACHS GROUP, INC. DISTRIBUTION AGREEMENTNote Purchase Agreement • July 20th, 2012 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • New York
Vesey Street Investment Trust I (the “Trust”), a statutory trust created under the Statutory Trust Act of the State of Delaware (the “Delaware Statutory Trust Act”), and The Goldman Sachs Group, Inc., a Delaware corporation, as sponsor of the Trust and as guarantor (the “Guarantor”), propose, subject to the terms and conditions stated herein, that the Trust issue and sell an aggregate of 500,010 4.404% Trust Preferred Securities (liquidation amount $1,000 per Trust Preferred Security) (the “Securities”), representing undivided beneficial interests in the assets of the Trust, guaranteed by the Guarantor as to the payment of distributions and payments on liquidation or redemption (the “Guarantee”) pursuant to a guarantee agreement (the “Guarantee Agreement”) between the Guarantor and The Bank of New York Mellon, as trustee (including any successor trustee, the “Guarantee Trustee”). The proceeds of the sale of the Securities by the Trust are to be used to purchase $500,010,000 Series VS-1
