THE GOLDMAN SACHS GROUP, INC. | GOLDMAN SACHS CAPITAL I GOLDMAN SACHS CAPITAL II |
|
(Exact name of Registrant as specified in its charter) | GOLDMAN SACHS CAPITAL III | |
GOLDMAN SACHS CAPITAL IV | ||
Delaware | GOLDMAN SACHS CAPITAL V | |
(State or other jurisdiction of incorporation or organization) | GOLDMAN SACHS CAPITAL VI | |
13-4019460 | GS FINANCE CORP. | |
(I.R.S. Employer Identification No.) | (Exact name of each Registrant as specified in its charter) | |
200 West Street | Delaware | |
New York, NY 10282 | (State or other jurisdiction of incorporation or organization) | |
(212) 902-1000 | 20-6109925, 20-6109939, 20-6109956, 20-6109972, | |
(Address, including zip code, and telephone number, | 34-2036412, 34-2036414, 26-0785112 | |
including area code, of Registrants principal executive offices) |
(I.R.S. Employer Identification No.) | |
c/o The Goldman Sachs Group, Inc. | ||
200 West Street | ||
New York, NY 10282 | ||
(212) 902-1000 | ||
(Address, including zip code, and telephone number, | ||
including area code, of Registrants principal executive offices) |
Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o (Do not check if a smaller reporting company) |
Smaller reporting company o |
Amount to be registered/ | ||||||||
Proposed maximum offering | ||||||||
Title of each class of | price per unit/ | Amount of | ||||||
securities to be registered | Proposed maximum offering price | registration fee | ||||||
Debt Securities of The Goldman Sachs Group, Inc. |
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Senior Debt Securities of The Goldman Sachs
Group, Inc. issued under the Senior Debt
Indenture dated as of July 16, 2008 |
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Warrants of The Goldman Sachs Group, Inc. |
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Purchase Contracts of The Goldman Sachs Group,
Inc. |
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Prepaid Purchase Contracts of The Goldman Sachs
Group, Inc. issued under the Senior Debt
Indenture dated as of July 16, 2008 |
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Units of The Goldman Sachs Group, Inc.(4) |
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Preferred Stock of The Goldman Sachs Group, Inc. |
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Depositary Shares of The Goldman Sachs Group,
Inc.(5) |
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Capital Securities of |
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Goldman Sachs Capital I, |
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Goldman Sachs Capital II, |
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Goldman Sachs Capital III, |
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Goldman Sachs Capital IV, |
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Goldman Sachs Capital V and |
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Goldman Sachs Capital VI |
(1)(2) | $3,398,883(1)(2)(3) | ||||||
(collectively, the Issuer Trusts) |
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Debt Securities of GS Finance Corp. |
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Warrants of GS Finance Corp. |
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Units of GS Finance Corp.(6) |
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The Goldman Sachs Group, Inc. Guarantees with
respect to Capital Securities or securities of
other issuers(7) |
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The Goldman Sachs Group, Inc. Guarantees with
respect to deposit obligations of Goldman Sachs
Bank USA or its successor or any other banking
subsidiary of The Goldman Sachs Group, Inc.(8) |
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The Goldman Sachs Group, Inc. Guarantee with
respect to notes and deposit notes of Goldman Sachs
Bank USA or its successor or any other banking
subsidiary of The Goldman Sachs Group, Inc.(9) |
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Common Stock of The Goldman Sachs Group, Inc.,
par value $0.01 per share |
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(1) | An unspecified aggregate initial offering price or number of the securities of each identified class is being registered and may from time to time be offered at unspecified prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are issued in units or represented by depositary shares. | |
(2) | This Registration Statement also includes an indeterminate amount of securities of the classes specified in the table above that may be reoffered and resold on an ongoing basis after their initial sale in market-making transactions by affiliates of the Registrants. These securities consist of an indeterminate amount of such securities that are initially being registered, and will initially be offered and sold, under this Registration Statement and an indeterminate amount of such securities that were initially registered, and were initially offered and sold, under registration statements previously filed by the Registrants. All such market-making reoffers and resales of these securities that are made pursuant to a registration statement after the effectiveness of this Registration Statement are being made solely pursuant to this Registration Statement. Pursuant to Rule |
457(q) under the Securities Act, no separate registration fee will be paid with respect to any of such securities that may be reoffered or resold after their initial sale in market-making transactions. | ||
(3) | Pursuant to Rules 456(b) and 457(r) under the Securities Act, The Goldman Sachs Group, Inc. is deferring payment of the filing fees relating to the securities that are registered and available for sale under registration statement No. 333-154173, except for (a) $2,902,500 of filing fees that have been paid on the date of this Post-Effective Amendment No. 6 with regard to $25,000,000,000 aggregate initial offering price of securities that are available for sale in future offerings and (b) $496,383 of filing fees that were previously paid with regard to $8,895,756,893 aggregate initial offering price of securities that are available for sale in future offerings. The filings fees referenced above have been paid in advance of any future offerings of these securities. | |
(4) | Each unit of The Goldman Sachs Group, Inc. will be issued under a unit agreement or indenture and will represent an interest in one or more debt securities, warrants, purchase contracts, shares of preferred stock, depositary shares or common stock of The Goldman Sachs Group, Inc. and capital securities of the Issuer Trusts, as well as debt or equity securities of third parties, in any combination, which may or may not be separable from one another. | |
(5) | Each depositary share of The Goldman Sachs Group, Inc. will be issued under a deposit agreement, will represent an interest in a fractional share or multiple shares of preferred stock of The Goldman Sachs Group, Inc. and will be evidenced by a depositary receipt. | |
(6) | Each unit of GS Finance Corp. will be issued under a unit agreement or indenture and will represent an interest in (i) one or more debt securities and warrants of GS Finance Corp. or (ii) any of the foregoing and debt or equity securities of The Goldman Sachs Group, Inc., which may or may not be separable from one another. | |
(7) | The Goldman Sachs Group, Inc. is also registering the guarantees and other obligations that it may have with respect to capital securities to be issued by any of the Issuer Trusts, or with respect to securities to be issued by GS Finance Corp. or similar securities that may be issued by similar entities formed in the future. Pursuant to Rule 457(n) under the Securities Act, no separate registration fee will be paid in respect of any such guarantees or any other obligations. | |
(8) | The Goldman Sachs Group, Inc. is also registering guarantees and other obligations that it may have with respect to certificates of deposit issued or to be issued at any time and from time to time in the past or the future by Goldman Sachs Bank USA, a New York State-chartered bank and a banking subsidiary of The Goldman Sachs Group, Inc. (GS Bank), or by any successor to GS Bank or by any other banking subsidiary of The Goldman Sachs Group, Inc., in each case whether now or hereafter formed. Except for an initial fee of $1.00 previously paid, no separate registration fee will be paid in respect of any such guarantees or other obligations. | |
(9) | The Goldman Sachs Group, Inc. is also registering guarantees and other obligations that it may have with respect to notes and deposit notes to be issued at any time and from time to time by GS Bank, or by any successor to GS Bank or by any other banking subsidiary of The Goldman Sachs Group, Inc., in each case whether now or hereafter formed. Except for an initial fee of $1.00 previously paid, no separate registration fee will be paid in respect of any such guarantee or other obligations. |
Amount to | ||||
be paid | ||||
SEC registration fees |
$ | 5,251,134 | * | |
FINRA fees |
75,500 | |||
Legal fees and expenses |
100,000 | |||
Fees and expenses of qualification under state
securities laws (including legal fees) |
50,000 | |||
Accounting fees and expenses |
750,000 | |||
Printing fees |
1,500,000 | |||
Rating agency fees |
2,000,000 | |||
Trustees fees and expenses |
500,000 | |||
Miscellaneous |
99,500 | |||
Total |
$ | 10,326,134 |
* | Paid in accordance with Rule 457(o). Other filing fees are deferred in accordance with Rule 456(b) and 457(r). |
Incorporated by Reference | ||||
Exhibit No. | Description | to Filings Indicated | ||
1.1
|
Amended and Restated Distribution Agreement for Medium-Term Notes, Series B of The Goldman Sachs Group, Inc., dated October 10, 2008. | ** | ||
1.2
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Amendment No. 1 to the Medium-Term Notes, Series B Amended and Restated Distribution Agreement of The Goldman Sachs Group, Inc., dated April 6, 2009. | ** | ||
1.3
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Amended and Restated Distribution Agreement for Medium-Term Notes, Series D of The Goldman Sachs Group, Inc., dated October 10, 2008. | ** | ||
1.4
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Amendment No. 1 to the Medium-Term Notes, Series D Amended and Restated Distribution Agreement of The Goldman Sachs Group, Inc., dated April 6, 2009. | ** | ||
1.5
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Form of Distribution Agreement for warrants of The Goldman Sachs Group, Inc. | * | ||
1.6
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Form of Underwriting Agreement for senior debt securities of The Goldman Sachs Group, Inc., issued under the Indenture, dated as of May 19, 1999, between The Goldman Sachs Group, Inc. and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee. | ** |
II-1
Incorporated by Reference | ||||
Exhibit No. | Description | to Filings Indicated | ||
1.7
|
Form of Underwriting Agreement for senior debt securities of The Goldman Sachs Group, Inc., issued under the Senior Debt Indenture, dated as of July 16, 2008, between The Goldman Sachs Group, Inc. and The Bank of New York Mellon, as trustee. | ** | ||
1.8
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Form of Underwriting Agreement for subordinated debt securities of The Goldman Sachs Group, Inc. | * | ||
1.9
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Form of Underwriting Agreement for warrants of The Goldman Sachs Group, Inc. | * | ||
1.10
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Form of Underwriting Agreement for purchase contracts of The Goldman Sachs Group, Inc. | * | ||
1.11
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Form of Underwriting Agreement for units of The Goldman Sachs Group, Inc. | * | ||
1.12
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Form of Underwriting Agreement for preferred stock and depositary shares of The Goldman Sachs Group, Inc. | Exhibit 1.7 to The Goldman Sachs Group, Inc.s Current Report on Form 8-K (File No. 001-14965), dated May 23, 2006 and filed on May 24, 2006. | ||
1.13
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Form of Underwriting Agreement for capital securities. | * | ||
1.14
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Form of Distribution Agreement for Medium-Term Notes, Series A of GS Finance Corp. | ** | ||
1.15
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Form of Distribution Agreement for Medium-Term Notes, Series E of GS Finance Corp. | ** | ||
1.16
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Form of Distribution Agreement for warrants of GS Finance Corp. | * | ||
1.17
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Form of Underwriting Agreement for senior debt securities of GS Finance Corp., issued under the Senior Debt Indenture, dated as of December 4, 2007, among GS Finance Corp., The Goldman Sachs Group, Inc., as guarantor, and The Bank of New York Mellon, as trustee. | * | ||
1.18
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Form of Underwriting Agreement for senior debt securities of GS Finance Corp., issued under the Senior Debt Indenture, dated as of October 10, 2008, among GS Finance Corp., The Goldman Sachs Group, Inc., as guarantor, and The Bank of New York Mellon, as trustee. | * | ||
1.19
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Form of Underwriting Agreement for subordinated debt securities of GS Finance Corp. | * | ||
1.20
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Form of Underwriting Agreement for warrants of GS Finance Corp. | * | ||
1.21
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Form of Underwriting Agreement for units of GS Finance Corp. | * |
II-2
Incorporated by Reference | ||||
Exhibit No. | Description | to Filings Indicated | ||
1.22
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Form of Brokerage Agreement relating to Certificates of Deposit of Goldman Sachs Bank USA (or any successor thereto or any other banking subsidiary of The Goldman Sachs Group, Inc.). | ** | ||
1.23
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Form of Distribution Agreement relating to Deposit Notes of Goldman Sachs Bank USA (or any successor thereto or any other banking subsidiary of The Goldman Sachs Group, Inc.). | ** | ||
1.24
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Form of Distribution Agreement relating to Notes of Goldman Sachs Bank USA (or any successor thereto or any other banking subsidiary of The Goldman Sachs Group, Inc.). | * | ||
2.1
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Amended and Restated Plan of Incorporation of The Goldman Sachs Group, L.P. | Exhibit 2.1 to Amendment No. 2 to The Goldman Sachs Group, Inc.s Registration Statement on Form S-1 (No. 333-74449), filed on April 30, 1999. | ||
2.2
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Certificate of Incorporation of GS Finance Corp. | Exhibit 2.5 to The Goldman Sachs Group, Inc.s Post-Effective Amendment No. 10 to Registration Statement on Form S-3 (File No. 333-130074), filed on December 4, 2007. | ||
4.1
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Specimen of certificate representing The Goldman Sachs Group, Inc.s common stock, par value $0.01 per share. | ** | ||
4.2
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Amended and Restated Certificate of Incorporation of The Goldman Sachs Group, Inc., including Certificates of Designations relating to Preferred Stock Series A, B, C, D, E, F and G. | Exhibit 3.1 to The Goldman Sachs Group, Inc.s Current Report on Form 8-K (File No. 001-14965) dated May 7, 2010 and filed on May 11, 2010. | ||
4.3
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Indenture, dated as of May 19, 1999, between The Goldman Sachs Group, Inc. and The Bank of New York Mellon, as trustee, with respect to senior debt securities of The Goldman Sachs Group, Inc. | Exhibit 6 to The Goldman Sachs Group, Inc.s Registration Statement on Form 8-A (File No. 001-14965), filed on June 29, 1999. | ||
4.4
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Senior Debt Indenture, dated as of July 16, 2008, between The Goldman Sachs Group, Inc. and The Bank of New York Mellon, as trustee, with respect to senior debt securities of The Goldman Sachs Group, Inc. | Exhibit 4.82 to Post-Effective Amendment No. 11 to The Goldman Sachs Group, Inc.s Registration Statement on Form S-3 (No. 333-130074), filed on July 17, 2008. | ||
4.5
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Subordinated Indenture, dated as of February 20, 2004, between The Goldman Sachs Group, Inc. and The Bank of New York Mellon, as trustee, with respect to subordinated debt securities of The Goldman Sachs Group, Inc. | Exhibit 4.2 to The Goldman Sachs Group, Inc.s Annual Report on Form 10-K (File No. 001-14965), for the fiscal year ended November 28, 2003. |
II-3
Incorporated by Reference | ||||
Exhibit No. | Description | to Filings Indicated | ||
4.6
|
Certificate of Trust of Goldman Sachs Capital II. | Exhibit 4.12 to The Goldman Sachs Group, Inc.s Registration Statement on Form S-3 (No. 333-112367), filed on January 30, 2004. | ||
4.7
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Amended and Restated Declaration of Trust of Goldman Sachs Capital II. | Exhibit 99.5 to The Goldman Sachs Group, Inc.s Registration Statement on Form 8-A (File No. 001-14965), filed on May 17, 2007. | ||
4.8
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Form of Agreement as to Expenses and Liabilities for Goldman Sachs Capital II. | Exhibit 4.19 to The Goldman Sachs Group, Inc.s Registration Statement on Form S-3 (No. 333-112367), filed on January 30, 2004. | ||
4.9
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Guarantee Agreement for Goldman Sachs Capital II. | Exhibit 99.7 to The Goldman Sachs Group, Inc.s Registration Statement on Form 8-A (File No. 001-14965), filed on May 17, 2007. | ||
4.10
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Certificate of Trust of Goldman Sachs Capital III. | Exhibit 4.14 to The Goldman Sachs Group, Inc.s Registration Statement on Form S-3 (No. 333-112367), filed on January 30, 2004. | ||
4.11
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Amended and Restated Declaration of Trust of Goldman Sachs Capital III. | Exhibit 99.5 to The Goldman Sachs Group, Inc.s Registration Statement on Form 8-A (File No. 001-14965), filed on May 17, 2007. | ||
4.12
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Form of Agreement as to Expenses and Liabilities for Goldman Sachs Capital III. | Exhibit 4.20 to The Goldman Sachs Group, Inc.s Registration Statement on Form S-3 (No. 333-112367), filed on January 30, 2004. | ||
4.13
|
Guarantee Agreement for Goldman Sachs Capital III. | Exhibit 99.7 to The Goldman Sachs Group, Inc.s Registration Statement on Form 8-A (File No. 001-14965), filed on May 17, 2007. | ||
4.14
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Certificate of Trust of Goldman Sachs Capital IV. | Exhibit 4.16 to The Goldman Sachs Group, Inc.s Registration Statement on Form S-3 (No. 333-112367), filed on January 30, 2004. |
II-4
Incorporated by Reference | ||||
Exhibit No. | Description | to Filings Indicated | ||
4.15
|
Form of Amended and Restated Trust Agreement for Goldman Sachs Capital IV. | Exhibit 4.9 to The Goldman Sachs Group, Inc.s Registration Statement on Form S-3 (No. 333-112367), filed on January 30, 2004. | ||
4.16
|
Trust Agreement of Goldman Sachs Capital IV. | Exhibit 4.17 to The Goldman Sachs Group, Inc.s Registration Statement on Form S-3 (No. 333-112367), filed on January 30, 2004. | ||
4.17
|
Form of Agreement as to Expenses and Liabilities for Goldman Sachs Capital IV. | Exhibit 4.21 to The Goldman Sachs Group, Inc.s Registration Statement on Form S-3 (No. 333-112367), filed on January 30, 2004. | ||
4.18
|
Form of Guarantee Agreement for Goldman Sachs Capital IV. | Exhibit 4.25 to The Goldman Sachs Group, Inc.s Registration Statement on Form S-3 (No. 333-112367), filed on January 30, 2004. | ||
4.19
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Certificate of Trust of Goldman Sachs Capital V. | Exhibit 4.17 to The Goldman Sachs Group, Inc.s Registration Statement on Form S-3 (No. 333-122977), filed on February 24, 2005. | ||
4.20
|
Form of Amended and Restated Trust Agreement for Goldman Sachs Capital V. | Exhibit 4.9 to The Goldman Sachs Group, Inc.s Registration Statement on Form S-3 (No. 333-122977), filed on February 24, 2005. | ||
4.21
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Trust Agreement of Goldman Sachs Capital V. | Exhibit 4.18 to The Goldman Sachs Group, Inc.s Registration Statement on Form S-3 (No. 333-122977), filed on February 24, 2005. | ||
4.22
|
Form of Agreement as to Expenses and Liabilities for Goldman Sachs Capital V. | Exhibit 4.24 to The Goldman Sachs Group, Inc.s Registration Statement on Form S-3 (No. 333-122977), filed on February 24, 2005. | ||
4.23
|
Form of Guarantee Agreement for Goldman Sachs Capital V. | Exhibit 4.29 to The Goldman Sachs Group, Inc.s Registration Statement on Form S-3 (No. 333-122977), filed on February 24, 2005. |
II-5
Incorporated by Reference | ||||
Exhibit No. | Description | to Filings Indicated | ||
4.24
|
Certificate of Trust of Goldman Sachs Capital VI. | Exhibit 4.19 to The Goldman Sachs Group, Inc.s Registration Statement on Form S-3 (No. 333-122977), filed on February 24, 2005. | ||
4.25
|
Form of Amended and Restated Trust Agreement for Goldman Sachs Capital VI. | Exhibit 4.10 to The Goldman Sachs Group, Inc.s Registration Statement on Form S-3 (No. 333-122977), filed on February 24, 2005. | ||
4.26
|
Trust Agreement of Goldman Sachs Capital VI. | Exhibit 4.20 to The Goldman Sachs Group, Inc.s Registration Statement on Form S-3 (No. 333-122977), filed on February 24, 2005. | ||
4.27
|
Form of Agreement as to Expenses and Liabilities for Goldman Sachs Capital VI. | Exhibit 4.25 to The Goldman Sachs Group, Inc.s Registration Statement on Form S-3 (No. 333-122977), filed on February 24, 2005. | ||
4.28
|
Form of Guarantee Agreement for Goldman Sachs Capital VI. | Exhibit 4.30 to The Goldman Sachs Group, Inc.s Registration Statement on Form S-3 (No. 333-122977), filed on February 24, 2005. | ||
4.29
|
Warrant Indenture, dated as of February 14, 2006, between The Goldman Sachs Group, Inc. and The Bank of New York Mellon, as trustee, with respect to warrants of The Goldman Sachs Group, Inc. | Exhibit 4.34 to The Goldman Sachs Group, Inc.s Post-Effective Amendment No. 3 to Registration Statement on Form S-3 (File No. 333-130074), filed on March 1, 2006. | ||
4.30
|
Form of Debt Warrant Agreement for warrants of The Goldman Sachs Group, Inc. sold attached to debt securities of The Goldman Sachs Group, Inc. | * | ||
4.31
|
Form of Debt Warrant Agreement for warrants of The Goldman Sachs Group, Inc. sold alone. | * | ||
4.32
|
Form of Warrant Agreement for universal warrants of The Goldman Sachs Group, Inc. | * | ||
4.33
|
Deposit Agreement, dated as of October 21, 2005, between The Goldman Sachs Group, Inc. and JP Morgan Chase Bank, N.A., including form of depositary receipt. | Exhibit 5 to The Goldman Sachs Group, Inc.s Registration Statement on Form 8-A (file No. 001-14965), filed on October 28, 2005. |
II-6
Incorporated by Reference | ||||
Exhibit No. | Description | to Filings Indicated | ||
4.34
|
Form of Unit Agreement of The Goldman Sachs Group, Inc., including form of unit certificate. | * | ||
4.35
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Form of Unit Agreement Without Holders Obligation of The Goldman Sachs Group, Inc. | * | ||
4.36
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Form of senior debt securities of The Goldman Sachs Group, Inc., issued under the Indenture, dated as of May 19, 1999, between The Goldman Sachs Group, Inc. and The Bank of New York Mellon, as trustee (included in Exhibit 4.3). | |||
4.37
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Form of senior debt securities of The Goldman Sachs Group, Inc. issued under the Senior Debt Indenture, dated as of July 16, 2008, between The Goldman Sachs Group, Inc. and The Bank of New York Mellon, as trustee (included in Exhibit 4.4). | |||
4.38
|
Form of floating rate senior debt security issued under the Indenture, dated as of May 19, 1999, between The Goldman Sachs Group, Inc. and The Bank of New York Mellon, as trustee. | ** | ||
4.39
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Form of floating rate senior debt security issued under the Senior Debt Indenture, dated as of July 16, 2008, between The Goldman Sachs Group, Inc. and The Bank of New York Mellon, as trustee. | ** | ||
4.40
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Form of fixed rate senior debt security issued under the Indenture, dated as of May 19, 1999, between The Goldman Sachs Group, Inc. and The Bank of New York Mellon, as trustee. | Exhibit 4.55 to Post-Effective Amendment No. 2 to The Goldman Sachs Group, Inc.s Registration Statement on Form S-3 (No. 333-130074), filed on February 3, 2006. | ||
4.41
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Form of fixed rate senior debt security issued under the Senior Debt Indenture, dated as of July 16, 2008, between The Goldman Sachs Group, Inc. and The Bank of New York Mellon, as trustee. | Exhibit 4.91 to Post-Effective Amendment No. 11 to The Goldman Sachs Group, Inc.s Registration Statement on Form S-3 (No. 333-130074), filed on July 17, 2008. | ||
4.42
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Form of subordinated debt securities of The Goldman Sachs Group, Inc. (included in Exhibit 4.5). | |||
4.43
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Form of Floating Rate Medium-Term Note, Series B, of The Goldman Sachs Group, Inc. | ** | ||
4.44
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Form of Floating Rate Medium-Term Note, Series D, of The Goldman Sachs Group, Inc. | ** | ||
4.45
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Form of Fixed Rate Medium-Term Note, Series B, of The Goldman Sachs Group, Inc. | Exhibit 4.4 to Post-Effective Amendment No. 1 to The Goldman Sachs Group, Inc.s Registration Statement on Form S-1 (No. 333-75321), filed on July 1, 1999. |
II-7
Incorporated by Reference | ||||
Exhibit No. | Description | to Filings Indicated | ||
4.46
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Form of Fixed Rate Medium-Term Note, Series D, of The Goldman Sachs Group, Inc. | Exhibit 4.85 to Post-Effective Amendment No. 11 to The Goldman Sachs Group, Inc.s Registration Statement on Form S-3 (No. 333-130074), filed on July 17, 2008. | ||
4.47
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Form of Mandatory Exchangeable Medium-Term Note, Series B, of The Goldman Sachs Group, Inc. | Exhibit 4.5 to Post-Effective Amendment No. 1 to The Goldman Sachs Group, Inc.s Registration Statement on Form S-1 (No. 333-75321), filed on July 1, 1999. | ||
4.48
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Form of Mandatory Exchangeable Medium-Term Note, Series D, of The Goldman Sachs Group, Inc. | Exhibit 4.86 to Post-Effective Amendment No. 11 to The Goldman Sachs Group, Inc.s Registration Statement on Form S-3 (No. 333-130074), filed on July 17, 2008. | ||
4.49
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Form of Exchangeable Medium-Term Note, Series B, of The Goldman Sachs Group, Inc. | Exhibit 4.6 to Post-Effective Amendment No. 1 to The Goldman Sachs Group, Inc.s Registration Statement on Form S-1 (No. 333-75321), filed on July 1, 1999. | ||
4.50
|
Form of Exchangeable Medium-Term Note, Series D, of The Goldman Sachs Group, Inc. | Exhibit 4.87 to Post-Effective Amendment No. 11 to The Goldman Sachs Group, Inc.s Registration Statement on Form S-3 (No. 333-130074), filed on July 17, 2008. | ||
4.51
|
Form of Exchange Traded Note, Series B, of The Goldman Sachs Group, Inc. | Exhibit 99.2 to The Goldman Sachs Group, Inc.s Registration Statement on Form 8-A (File No. 001-14965), filed on June 26, 2007. | ||
4.52
|
Form of Index-Linked Medium-Term Note, Series D, of The Goldman Sachs Group, Inc. | Exhibit 4.88 to Post-Effective Amendment No. 11 to The Goldman Sachs Group, Inc.s Registration Statement on Form S-3 (No. 333-130074), filed on July 17, 2008. | ||
4.53
|
Specimen Master Medium-Term Note, Series B, of The Goldman Sachs Group, Inc. | ** | ||
4.54
|
Specimen Master Medium-Term Note, Series D, dated October 10, 2008, of The Goldman Sachs Group, Inc. | ** |
II-8
Incorporated by Reference | ||||
Exhibit No. | Description | to Filings Indicated | ||
4.55
|
Specimen Master Medium-Term Note, Series D, dated April 6, 2009, of The Goldman Sachs Group, Inc. | ** | ||
4.56
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Form of put warrant of The Goldman Sachs Group, Inc. (included in Exhibit 4.29). | |||
4.57
|
Form of call warrant of The Goldman Sachs Group, Inc. (included in Exhibit 4.29). | |||
4.58
|
Form of universal warrant of The Goldman Sachs Group, Inc. | Exhibit 4.57 to The Goldman Sachs Group, Inc.s Post-Effective Amendment No. 7 to Registration Statement on Form S-3 (File No. 333-130074), filed on February 20, 2007. | ||
4.59
|
Form of Prepaid Purchase Contract of The Goldman Sachs Group, Inc. | * | ||
4.60
|
Form of Non-Prepaid Purchase Contract (Issuer Sale) of The Goldman Sachs Group, Inc. (to be included in Exhibit 4.32). | |||
4.61
|
Form of Non-Prepaid Purchase Contract (Issuer Purchase) of The Goldman Sachs Group, Inc. (to be included in Exhibit 4.32). | |||
4.62
|
Form of Capital Security (included in Exhibits 4.7, 4.11, 4.15, 4.20, 4.25 and 4.88). | |||
4.63
|
Senior Debt Indenture, dated as of December 4, 2007, among GS Finance Corp., The Goldman Sachs Group, Inc., as guarantor, and The Bank of New York Mellon, as trustee, with respect to senior debt securities of GS Finance Corp. | Exhibit 4.69 to The Goldman Sachs Group, Inc.s Post-Effective Amendment No. 10 to Registration Statement on Form S-3 (File No. 333-130074), filed on December 4, 2007. | ||
4.64
|
Senior Debt Indenture, dated as of October 10, 2008, among GS Finance Corp., The Goldman Sachs Group, Inc., as guarantor, and The Bank of New York Mellon, as trustee, with respect to senior debt securities of GS Finance Corp. | ** | ||
4.65
|
Form of Unit Agreement of GS Finance Corp., including form of units. | * | ||
4.66
|
Form of Unit Agreement Without Holders Obligation of GS Finance Corp. | * | ||
4.67
|
Form of senior debt securities of GS Finance Corp., issued under the Senior Debt Indenture, dated as of December 4, 2007, among GS Finance Corp., The Goldman Sachs Group, Inc., as guarantor, and The Bank of New York Mellon, as trustee (included in Exhibit 4.63). |
II-9
Incorporated by Reference | ||||
Exhibit No. | Description | to Filings Indicated | ||
4.68
|
Form of senior debt securities of GS Finance Corp., issued under the Senior Debt Indenture, dated as of October 10, 2008, among GS Finance Corp., The Goldman Sachs Group, Inc., as guarantor, and The Bank of New York Mellon, as trustee (included in Exhibit 4.64). | |||
4.69
|
Form of Floating Rate Medium-Term Note, Series A, of GS Finance Corp. | ** | ||
4.70
|
Form of Floating Rate Medium-Term Note, Series E, of GS Finance Corp. | ** | ||
4.71
|
Form of Fixed Rate Medium-Term Note , Series A, of GS Finance Corp. | Exhibit 4.76 to The Goldman Sachs Group, Inc.s Post-Effective Amendment No. 10 to Registration Statement on Form S-3 (File No. 333-130074), filed on December 4, 2007. | ||
4.72
|
Form of Fixed Rate Medium-Term Note, Series E, of GS Finance Corp. | ** | ||
4.73
|
Form of Index-Linked Medium-Term Note, Series A, of GS Finance Corp. | Exhibit 4.77 to The Goldman Sachs Group, Inc.s Post-Effective Amendment No. 10 to Registration Statement on Form S-3 (File No. 333-130074), filed on December 4, 2007. | ||
4.74
|
Form of Index-Linked Medium-Term Note, Series E, of GS Finance Corp. | ** | ||
4.75
|
Specimen Master Medium-Term Note, Series A, of GS Finance Corp. | ** | ||
4.76
|
Specimen Master Medium-Term Note, Series E, of GS Finance Corp. | ** | ||
4.77
|
Form of guarantee, issued under the Senior Debt Indenture, dated as of December 4, 2007, among GS Finance Corp., The Goldman Sachs Group, Inc., as guarantor, and The Bank of New York Mellon, as trustee, by The Goldman Sachs Group, Inc. of senior debt securities of GS Finance Corp. (included in Exhibit 4.63). | |||
4.78
|
Form of guarantee, issued under the Senior Debt Indenture, dated as of October 10, 2008, among GS Finance Corp., The Goldman Sachs Group, Inc., as guarantor, and The Bank of New York Mellon, as trustee, by The Goldman Sachs Group, Inc. of senior debt securities of GS Finance Corp. (included in Exhibit 4.64). | |||
4.79
|
General Guarantee Agreement, dated October 21, 2008, made by The Goldman Sachs Group, Inc. relating to certain obligations of Goldman Sachs Bank USA. | ** |
II-10
Incorporated by Reference | ||||
Exhibit No. | Description | to Filings Indicated | ||
4.80
|
General Guarantee Agreement, dated December 1, 2008, made by The Goldman Sachs Group, Inc. relating to certain obligations of Goldman Sachs Bank USA. | ** | ||
4.81
|
Form of Floating Rate Senior Debt Security (TLGP) of The Goldman Sachs Group, Inc. | Exhibit 4.5 to The Goldman Sachs Group, Inc.s Annual Report on Form 10-K (File No. 001-14965) for the fiscal year ended November 28, 2008. | ||
4.82
|
Form of Fixed Rate Senior Debt Security (TLGP) of The Goldman Sachs Group, Inc. | Exhibit 4.6 to The Goldman Sachs Group, Inc.s Annual Report on Form 10-K (File No. 001-14965) for the fiscal year ended November 28, 2008. | ||
4.83
|
Form of Floating Rate Medium-Term Note, Series D (TLGP) of The Goldman Sachs Group, Inc. | Exhibit 4.7 to The Goldman Sachs Group, Inc.s Annual Report on Form 10-K (File No. 001-14965) for the fiscal year ended November 28, 2008. | ||
4.84
|
Form of Fixed Rate Medium-Term Note, Series D (TLGP) of The Goldman Sachs Group, Inc. | Exhibit 4.8 to The Goldman Sachs Group, Inc.s Annual Report on Form 10-K (File No. 001-14965) for the fiscal year ended November 28, 2008. | ||
4.85
|
Form of Floating Rate Senior Debt Security TLGP, 2008 of The Goldman Sachs Group, Inc. | Exhibit 4.1 to The Goldman Sachs Group, Inc.s Current Report on Form 8-K (File No. 001-14965), dated November 25, 2008 and filed on December 1, 2008. | ||
4.86
|
Form of Fixed Rate Senior Debt Security TLGP, 2008 of The Goldman Sachs Group, Inc. | Exhibit 4.2 to The Goldman Sachs Group, Inc.s Current Report on Form 8-K (File No. 001-14965), dated November 25, 2008 and filed on December 1, 2008. | ||
4.87
|
Certificate of Trust of Goldman Sachs Capital I | Exhibit 4.10 to The Goldman Sachs Group, Inc.s Registration Statement on Form S-3 (No. 333-112367), filed on January 30, 2004. |
II-11
Incorporated by Reference | ||||
Exhibit No. | Description | to Filings Indicated | ||
4.88
|
Amended and Restated Trust Agreement of Goldman Sachs Capital I | Exhibit 4.2 to The Goldman Sachs Group, Inc.s Quarterly Report on Form 10-Q (File No. 001-14965) for the quarterly period ended February 27, 2004. | ||
4.89
|
Agreement as to Expenses and Liabilities for Goldman Sachs Capital I | Exhibit 4.3 to The Goldman Sachs Group, Inc.s Quarterly Report on Form 10-Q (File No. 001-14965) for the quarterly period ended February 27, 2004. | ||
4.90
|
Guarantee Agreement for Goldman Sachs Capital I | Exhibit 4.4 to The Goldman Sachs Group, Inc.s Quarterly Report on Form 10-Q (File No. 001-14965) for the quarterly period ended February 27, 2004. | ||
4.91
|
Supplemental Indenture, dated as of February 20, 2004, between The Goldman Sachs Group, Inc. and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee, with respect to the junior subordinated debentures of The Goldman Sachs Group, Inc. | Exhibit 4.1 to The Goldman Sachs Group, Inc.s Quarterly Report on Form 10-Q (File No. 001-14965) for the quarterly period ended February 27, 2004. | ||
4.92
|
Second Supplemental Indenture, dated as of May 15, 2007, between The Goldman Sachs Group, Inc. and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee, with respect to the junior subordinated notes of The Goldman Sachs Group, Inc. | Exhibit 99.4 to The Goldman Sachs Group, Inc.s Registration Statement on Form 8-A (File No. 001-14965), filed on May 17, 2007 (SEC Accession No. 0000950123-07-007621). | ||
4.93
|
Third Supplemental Indenture, dated as of May 15, 2007, between The Goldman Sachs Group, Inc. and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee, with respect to the junior subordinated notes of The Goldman Sachs Group, Inc. | Exhibit 99.4 to The Goldman Sachs Group, Inc.s Registration Statement on Form 8-A (File No. 001-14965), filed on May 17, 2007 (SEC Accession No. 0000950123-07-007622). | ||
5.1
|
Opinion of Richards, Layton & Finger, P.A. as to the validity of the capital securities, the enforceability of the trust agreements and the formation of the Issuer Trust with respect to Goldman Sachs Capital II, Goldman Sachs Capital III, Goldman Sachs Capital IV, Goldman Sachs Capital V and Goldman Sachs Capital VI. | ** |
II-12
Incorporated by Reference | ||||
Exhibit No. | Description | to Filings Indicated | ||
5.2
|
Opinion of Sullivan & Cromwell LLP relating to (i) debt securities, warrants, purchase contracts, units, preferred stock, depositary shares of The Goldman Sachs Group, Inc., and capital securities of Goldman Sachs Capital II, Goldman Sachs Capital III, Goldman Sachs Capital IV, Goldman Sachs Capital V and Goldman Sachs Capital VI and guarantees thereof of The Goldman Sachs Group, Inc. and (ii) debt securities, warrants, units of GS Finance Corp. and guarantees thereof of The Goldman Sachs Group, Inc. | ** | ||
5.3
|
Opinion of Sullivan & Cromwell LLP relating to floating rate senior debt securities and fixed rate senior debt securities of The Goldman Sachs Group, Inc. | ** | ||
5.4
|
Opinion of Sullivan & Cromwell LLP relating to the Guarantees by The Goldman Sachs Group, Inc. of specified certificates of deposit of Goldman Sachs Bank USA. | ** | ||
5.5
|
Opinion of Sullivan & Cromwell LLP relating to the Guarantee by The Goldman Sachs Group, Inc. of Notes and Deposit Notes of Goldman Sachs Bank USA. | ** | ||
5.6
|
Opinion of Sullivan & Cromwell LLP relating to shares of The Goldman Sachs Group, Inc.s common stock, par value $0.01 per share, dated April 17, 2009. | ** | ||
5.7
|
Opinion of Richards, Layton & Finger, P.A. as to the validity of the capital securities, the enforceability of the trust agreements and the formation of the Issuer Trust with respect to Goldman Sachs Capital I. | Exhibit 5.1 to The Goldman Sachs Group, Inc.s Registration Statement on Form S-3 (No. 333-112367), filed on January 30, 2004. | ||
5.8
|
Opinion of Sullivan & Cromwell LLP. | Exhibit 5.1 to The Goldman Sachs Group, Inc.s Current Report on Form 8-K (File No. 001-14965), dated and filed on March 21, 2011. | ||
5.9
|
Opinion of Sullivan & Cromwell LLP. | Exhibit 5.1 to The Goldman Sachs Group, Inc.s Current Report on Form 8-K (File No. 001-14965), dated and filed on March 22, 2011. | ||
8.1
|
Tax Opinion of Sullivan & Cromwell LLP relating to debt securities, warrants, purchase contracts, units, preferred stock, depositary shares of The Goldman Sachs Group, Inc., and capital securities of Goldman Sachs Capital II, Goldman Sachs Capital III, Goldman Sachs Capital IV, Goldman Sachs Capital V and Goldman Sachs Capital VI and guarantees thereof of The Goldman Sachs Group, Inc. | ** | ||
8.2
|
Tax Opinion of Sullivan & Cromwell LLP relating to debt securities, warrants, units of GS Finance Corp. and guarantees thereof of The Goldman Sachs Group, Inc. | ** | ||
12.1
|
Statement re: Computation of Ratios of Earnings to Fixed Charges and Ratios of Earnings to Combined Fixed Charges and Preferred Stock Dividends. | Exhibit 12.1 to The Goldman Sachs Group, Inc.s Annual Report on Form 10-K (File No. 001-14965) for the fiscal year ended December 31, 2010, filed on March 1, 2011. |
II-13
Incorporated by Reference | ||||
Exhibit No. | Description | to Filings Indicated | ||
23.1
|
Consent of Independent Registered Public Accounting Firm. | Exhibit 23.1 to The Goldman Sachs Group, Inc.s Annual Report on Form 10-K (File No. 001-14965) for the fiscal year ended December 31, 2010, filed on March 1, 2011. | ||
23.2
|
Consent of Richards, Layton & Finger, P.A ..(included in Exhibit 5.1 above). | |||
23.3
|
Consents of Sullivan & Cromwell LLP (included in Exhibits 5.2, 5.3, 5.4, 5.5, 5.6, 5.8, 5.9, 8.1 and 8.2 above). | |||
23.4
|
Consent of Richards, Layton & Finger, P.A .. | ** | ||
24.1
|
Power of Attorney (included on signature page). | ** | ||
25.1
|
Statement of Eligibility of senior debt trustee under the Indenture, dated as of May 19, 1999, between The Goldman Sachs Group, Inc. and The Bank of New York Mellon, as trustee | ** | ||
25.2
|
Statement of Eligibility of senior debt trustee under the Senior Debt Indenture, dated as of July 16, 2008, between The Goldman Sachs Group, Inc. and The Bank of New York Mellon, as trustee. | ** | ||
25.3
|
Statement of Eligibility of subordinated debt trustee of The Goldman Sachs Group, Inc. | ** | ||
25.4
|
Statement of Eligibility of warrant trustee of The Goldman Sachs Group, Inc. | ** | ||
25.5
|
Statement of Eligibility of The Bank of New York Mellon to act as trustee under the Amended and Restated Trust Agreement of Goldman Sachs Capital II. | ** | ||
25.6
|
Statement of Eligibility of The Bank of New York Mellon to act as trustee under the Amended and Restated Trust Agreement of Goldman Sachs Capital III. | ** | ||
25.7
|
Statement of Eligibility of The Bank of New York Mellon to act as trustee under the Amended and Restated Trust Agreement of Goldman Sachs Capital IV. | ** | ||
25.8
|
Statement of Eligibility of The Bank of New York Mellon to act as trustee under the Amended and Restated Trust Agreement of Goldman Sachs Capital V. | ** |
II-14
Incorporated by Reference | ||||
Exhibit No. | Description | to Filings Indicated | ||
25.9
|
Statement of Eligibility of The Bank of New York Mellon to act as trustee under the Amended and Restated Trust Agreement of Goldman Sachs Capital VI. | ** | ||
25.10
|
Statement of Eligibility of The Bank of New York Mellon under the Guarantee for the benefit of the holders of capital securities of Goldman Sachs Capital II. | ** | ||
25.11
|
Statement of Eligibility of The Bank of New York Mellon under the Guarantee for the benefit of the holders of capital securities of Goldman Sachs Capital III. | ** | ||
25.12
|
Statement of Eligibility of The Bank of New York Mellon under the Guarantee for the benefit of the holders of capital securities of Goldman Sachs Capital IV. | ** | ||
25.13
|
Statement of Eligibility of The Bank of New York Mellon under the Guarantee for the benefit of the holders of capital securities of Goldman Sachs Capital V. | ** | ||
25.14
|
Statement of Eligibility of The Bank of New York Mellon under the Guarantee for the benefit of the holders of capital securities of Goldman Sachs Capital VI. | ** | ||
25.15
|
Statement of Eligibility of senior debt trustee under the Senior Debt Indenture, dated as of December 4, 2007, among GS Finance Corp., The Goldman Sachs Group, Inc., as guarantor, and The Bank of New York Mellon, as trustee | ** | ||
25.16
|
Statement of Eligibility of senior debt trustee under the Senior Debt Indenture, dated as of October 10, 2008, among GS Finance Corp., The Goldman Sachs Group, Inc., as guarantor, and The Bank of New York Mellon, as trustee | ** | ||
25.17
|
Statement of Eligibility of The Bank of New York Mellon to act as trustee under the Amended and Restated Trust Agreement of Goldman Sachs Capital I. | ** | ||
25.18
|
Statement of Eligibility of The Bank of New York Mellon under the Guarantee for the benefit of holders of capital securities of Goldman Sachs Capital I. | ** |
* | To be filed as an exhibit to a Current Report on Form 8-K, Quarterly Report on Form 10-Q or Annual Report on Form 10-K, or a Post-Effective Amendment to the Registration Statement on Form S-3 and incorporated herein by reference. | |
** | Previously filed. |
II-15
THE GOLDMAN SACHS GROUP, INC. |
||||
By: | /s/ David A. Viniar | |||
Name: | David A. Viniar | |||
Title: | Executive Vice President and Chief Financial Officer |
|||
II-16
Title | Signature | |||
Director, Chairman of the Board and Chief Executive Officer (Principal Executive Officer) |
* | |||
Lloyd C. Blankfein | ||||
Director, President and Chief Operating Officer |
* | |||
Gary D. Cohn | ||||
Director
|
* | |||
John H. Bryan | ||||
Director
|
* | |||
Claes Dahlbäck | ||||
Director
|
* | |||
Stephen Friedman | ||||
Director
|
* | |||
William W. George | ||||
Director
|
* | |||
James A. Johnson | ||||
Director
|
* | |||
Lois D. Juliber | ||||
Director
|
* | |||
Lakshmi N. Mittal | ||||
Director |
||||
James J. Schiro | ||||
Director |
||||
H. Lee Scott, Jr. | ||||
Principal Accounting Officer
|
* | |||
Sarah E. Smith | ||||
Chief Financial Officer (Principal Financial Officer) |
/s/ David A. Viniar | |||
David A. Viniar |
*By: /s/ David A. Viniar | ||||||
Name: David A. Viniar | ||||||
Title: Attorney-in-Fact |
II-17
GOLDMAN SACHS CAPITAL I |
||||
By: | The Goldman Sachs Group, Inc., as Depositor |
|||
By: | /s/ Ellis Whipple | |||
Name: | Ellis Whipple | |||
Title: | Attorney-in-fact | |||
GOLDMAN SACHS CAPITAL II |
||||
By: | The Goldman Sachs Group, Inc., as Depositor |
|||
By: | /s/ Ellis Whipple | |||
Name: | Ellis Whipple | |||
Title: | Attorney-in-fact | |||
GOLDMAN SACHS CAPITAL III |
||||
By: | The Goldman Sachs Group, Inc., as Depositor |
|||
By: | /s/ Ellis Whipple | |||
Name: | Ellis Whipple | |||
Title: | Attorney-in-fact |
II-18
GOLDMAN SACHS CAPITAL IV |
||||
By: | The Goldman Sachs Group, Inc., as Depositor |
|||
By: | /s/ Ellis Whipple | |||
Name: | Ellis Whipple | |||
Title: | Attorney-in-fact | |||
GOLDMAN SACHS CAPITAL V |
||||
By: | The Goldman Sachs Group, Inc., as Depositor |
|||
By: | /s/ Ellis Whipple | |||
Name: | Ellis Whipple | |||
Title: | Attorney-in-fact | |||
GOLDMAN SACHS CAPITAL VI |
||||
By: | The Goldman Sachs Group, Inc., as Depositor |
|||
By: | /s/ Ellis Whipple | |||
Name: | Ellis Whipple | |||
Title: | Attorney-in-fact |
II-19
GS FINANCE CORP. |
||||
By: | /s/ Manda J. DAgata | |||
Name: | Manda J. DAgata | |||
Title: | President | |||
Title | Signature | |||
Director, President (Principal Executive Officer) |
/s/ Manda J. DAgata | |||
Manda J. DAgata | ||||
Director
|
* | |||
Steven M. Bunson | ||||
Director (Principal Financial Officer and
Principal Accounting Officer)
|
* | |||
Rajashree Datta |
*By: /s/ Manda J. DAgata | ||||||
Name: Manda J. DAgata | ||||||
Title: Attorney-in-Fact |
II-20
Incorporated by Reference | ||||
Exhibit No. | Description | to Filings Indicated | ||
1.1
|
Amended and Restated Distribution Agreement for Medium-Term Notes, Series B of The Goldman Sachs Group, Inc., dated October 10, 2008. | ** | ||
1.2
|
Amendment No. 1 to the Medium-Term Notes, Series B Amended and Restated Distribution Agreement of The Goldman Sachs Group, Inc., dated April 6, 2009. | ** | ||
1.3
|
Amended and Restated Distribution Agreement for Medium-Term Notes, Series D of The Goldman Sachs Group, Inc., dated October 10, 2008. | ** | ||
1.4
|
Amendment No. 1 to the Medium-Term Notes, Series D Amended and Restated Distribution Agreement of The Goldman Sachs Group, Inc., dated April 6, 2009. | ** | ||
1.5
|
Form of Distribution Agreement for warrants of The Goldman Sachs Group, Inc. | * | ||
1.6
|
Form of Underwriting Agreement for senior debt securities of The Goldman Sachs Group, Inc., issued under the Indenture, dated as of May 19, 1999, between The Goldman Sachs Group, Inc. and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee. | ** | ||
1.7
|
Form of Underwriting Agreement for senior debt securities of The Goldman Sachs Group, Inc., issued under the Senior Debt Indenture, dated as of July 16, 2008, between The Goldman Sachs Group, Inc. and The Bank of New York Mellon, as trustee. | ** | ||
1.8
|
Form of Underwriting Agreement for subordinated debt securities of The Goldman Sachs Group, Inc. | * | ||
1.9
|
Form of Underwriting Agreement for warrants of The Goldman Sachs Group, Inc. | * | ||
1.10
|
Form of Underwriting Agreement for purchase contracts of The Goldman Sachs Group, Inc. | * | ||
1.11
|
Form of Underwriting Agreement for units of The Goldman Sachs Group, Inc. | * | ||
1.12
|
Form of Underwriting Agreement for preferred stock and depositary shares of The Goldman Sachs Group, Inc. | Exhibit 1.7 to The Goldman Sachs Group, Inc.s Current Report on Form 8-K (File No. 001-14965), dated May 23, 2006 and filed on May 24, 2006. | ||
1.13
|
Form of Underwriting Agreement for capital securities. | * |
II-21
Incorporated by Reference | ||||
Exhibit No. | Description | to Filings Indicated | ||
1.14
|
Form of Distribution Agreement for Medium-Term Notes, Series A of GS Finance Corp. | ** | ||
1.15
|
Form of Distribution Agreement for Medium-Term Notes, Series E of GS Finance Corp. | ** | ||
1.16
|
Form of Distribution Agreement for warrants of GS Finance Corp. | * | ||
1.17
|
Form of Underwriting Agreement for senior debt securities of GS Finance Corp., issued under the Senior Debt Indenture, dated as of December 4, 2007, among GS Finance Corp., The Goldman Sachs Group, Inc., as guarantor, and The Bank of New York Mellon, as trustee. | * | ||
1.18
|
Form of Underwriting Agreement for senior debt securities of GS Finance Corp., issued under the Senior Debt Indenture, dated as of October 10, 2008, among GS Finance Corp., The Goldman Sachs Group, Inc., as guarantor, and The Bank of New York Mellon, as trustee. | * | ||
1.19
|
Form of Underwriting Agreement for subordinated debt securities of GS Finance Corp. | * | ||
1.20
|
Form of Underwriting Agreement for warrants of GS Finance Corp. | * | ||
1.21
|
Form of Underwriting Agreement for units of GS Finance Corp. | * | ||
1.22
|
Form of Brokerage Agreement relating to Certificates of Deposit of Goldman Sachs Bank USA (or any successor thereto or any other banking subsidiary of The Goldman Sachs Group, Inc.). | ** | ||
1.23
|
Form of Distribution Agreement relating to Deposit Notes of Goldman Sachs Bank USA (or any successor thereto or any other banking subsidiary of The Goldman Sachs Group, Inc.). | ** | ||
1.24
|
Form of Distribution Agreement relating to Notes of Goldman Sachs Bank USA (or any successor thereto or any other banking subsidiary of The Goldman Sachs Group, Inc.). | * | ||
2.1
|
Amended and Restated Plan of Incorporation of The Goldman Sachs Group, L.P. | Exhibit 2.1 to Amendment No. 2 to The Goldman Sachs Group, Inc.s Registration Statement on Form S-1 (No. 333-74449), filed on April 30, 1999. | ||
2.2
|
Certificate of Incorporation of GS Finance Corp. | Exhibit 2.5 to The Goldman Sachs Group, Inc.s Post-Effective Amendment No. 10 to Registration Statement on Form S-3 (File No. 333-130074), filed on December 4, 2007. |
II-22
Incorporated by Reference | ||||
Exhibit No. | Description | to Filings Indicated | ||
4.1
|
Specimen of certificate representing The Goldman Sachs Group, Inc.s common stock, par value $0.01 per share. | ** | ||
4.2 |
Amended and Restated Certificate of Incorporation of The Goldman Sachs Group, Inc., including Certificates of Designations relating to Preferred Stock Series A, B, C, D, E, F and G. | Exhibit 3.1 to The Goldman Sachs Group, Inc.s Current Report on Form 8-K (File No. 001-14965) dated May 7, 2010 and filed on May 11, 2010. | ||
4.3
|
Indenture, dated as of May 19, 1999, between The Goldman Sachs Group, Inc. and The Bank of New York Mellon, as trustee, with respect to senior debt securities of The Goldman Sachs Group, Inc. | Exhibit 6 to The Goldman Sachs Group, Inc.s Registration Statement on Form 8-A (File No. 001-14965), filed on June 29, 1999. | ||
4.4
|
Senior Debt Indenture, dated as of July 16, 2008, between The Goldman Sachs Group, Inc. and The Bank of New York Mellon, as trustee, with respect to senior debt securities of The Goldman Sachs Group, Inc. | Exhibit 4.82 to Post-Effective Amendment No. 11 to The Goldman Sachs Group, Inc.s Registration Statement on Form S-3 (No. 333-130074), filed on July 17, 2008. | ||
4.5
|
Subordinated Indenture, dated as of February 20, 2004, between The Goldman Sachs Group, Inc. and The Bank of New York Mellon, as trustee, with respect to subordinated debt securities of The Goldman Sachs Group, Inc. | Exhibit 4.2 to The Goldman Sachs Group, Inc.s Annual Report on Form 10-K (File No. 001-14965), for the fiscal year ended November 28, 2003. | ||
4.6
|
Certificate of Trust of Goldman Sachs Capital II. | Exhibit 4.12 to The Goldman Sachs Group, Inc.s Registration Statement on Form S-3 (No. 333-112367), filed on January 30, 2004. | ||
4.7
|
Amended and Restated Declaration of Trust of Goldman Sachs Capital II. | Exhibit 99.5 to The Goldman Sachs Group, Inc.s Registration Statement on Form 8-A (File No. 001-14965), filed on May 17, 2007. | ||
4.8
|
Form of Agreement as to Expenses and Liabilities for Goldman Sachs Capital II. | Exhibit 4.19 to The Goldman Sachs Group, Inc.s Registration Statement on Form S-3 (No. 333-112367), filed on January 30, 2004. | ||
4.9
|
Guarantee Agreement for Goldman Sachs Capital II. | Exhibit 99.7 to The Goldman Sachs Group, Inc.s Registration Statement on Form 8-A (File No. 001-14965), filed on May 17, 2007. |
II-23
Incorporated by Reference | ||||
Exhibit No. | Description | to Filings Indicated | ||
4.10
|
Certificate of Trust of Goldman Sachs Capital III. | Exhibit 4.14 to The Goldman Sachs Group, Inc.s Registration Statement on Form S-3 (No. 333-112367), filed on January 30, 2004. | ||
4.11
|
Amended and Restated Declaration of Trust of Goldman Sachs Capital III. | Exhibit 99.5 to The Goldman Sachs Group, Inc.s Registration Statement on Form 8-A (File No. 001-14965), filed on May 17, 2007. | ||
4.12
|
Form of Agreement as to Expenses and Liabilities for Goldman Sachs Capital III. | Exhibit 4.20 to The Goldman Sachs Group, Inc.s Registration Statement on Form S-3 (No. 333-112367), filed on January 30, 2004. | ||
4.13
|
Guarantee Agreement for Goldman Sachs Capital III. | Exhibit 99.7 to The Goldman Sachs Group, Inc.s Registration Statement on Form 8-A (File No. 001-14965), filed on May 17, 2007. | ||
4.14
|
Certificate of Trust of Goldman Sachs Capital IV. | Exhibit 4.16 to The Goldman Sachs Group, Inc.s Registration Statement on Form S-3 (No. 333-112367), filed on January 30, 2004. | ||
4.15
|
Form of Amended and Restated Trust Agreement for Goldman Sachs Capital IV. | Exhibit 4.9 to The Goldman Sachs Group, Inc.s Registration Statement on Form S-3 (No. 333-112367), filed on January 30, 2004. | ||
4.16
|
Trust Agreement of Goldman Sachs Capital IV. | Exhibit 4.17 to The Goldman Sachs Group, Inc.s Registration Statement on Form S-3 (No. 333-112367), filed on January 30, 2004. | ||
4.17
|
Form of Agreement as to Expenses and Liabilities for Goldman Sachs Capital IV. | Exhibit 4.21 to The Goldman Sachs Group, Inc.s Registration Statement on Form S-3 (No. 333-112367), filed on January 30, 2004. | ||
4.18
|
Form of Guarantee Agreement for Goldman Sachs Capital IV. | Exhibit 4.25 to The Goldman Sachs Group, Inc.s Registration Statement on Form S-3 (No. 333-112367), filed on January 30, 2004. | ||
II-24
Incorporated by Reference | ||||
Exhibit No. | Description | to Filings Indicated | ||
4.19
|
Certificate of Trust of Goldman Sachs Capital V. | Exhibit 4.17 to The Goldman Sachs Group, Inc.s Registration Statement on Form S-3 (No. 333-122977), filed on February 24, 2005. | ||
4.20
|
Form of Amended and Restated Trust Agreement for Goldman Sachs Capital V. | Exhibit 4.9 to The Goldman Sachs Group, Inc.s Registration Statement on Form S-3 (No. 333-122977), filed on February 24, 2005. | ||
4.21
|
Trust Agreement of Goldman Sachs Capital V. | Exhibit 4.18 to The Goldman Sachs Group, Inc.s Registration Statement on Form S-3 (No. 333-122977), filed on February 24, 2005. | ||
4.22
|
Form of Agreement as to Expenses and Liabilities for Goldman Sachs Capital V. | Exhibit 4.24 to The Goldman Sachs Group, Inc.s Registration Statement on Form S-3 (No. 333-122977), filed on February 24, 2005. | ||
4.23
|
Form of Guarantee Agreement for Goldman Sachs Capital V. | Exhibit 4.29 to The Goldman Sachs Group, Inc.s Registration Statement on Form S-3 (No. 333-122977), filed on February 24, 2005. | ||
4.24
|
Certificate of Trust of Goldman Sachs Capital VI. | Exhibit 4.19 to The Goldman Sachs Group, Inc.s Registration Statement on Form S-3 (No. 333-122977), filed on February 24, 2005. | ||
4.25
|
Form of Amended and Restated Trust Agreement for Goldman Sachs Capital VI. | Exhibit 4.10 to The Goldman Sachs Group, Inc.s Registration Statement on Form S-3 (No. 333-122977), filed on February 24, 2005. | ||
4.26
|
Trust Agreement of Goldman Sachs Capital VI. | Exhibit 4.20 to The Goldman Sachs Group, Inc.s Registration Statement on Form S-3 (No. 333-122977), filed on February 24, 2005. | ||
4.27
|
Form of Agreement as to Expenses and Liabilities for Goldman Sachs Capital VI. | Exhibit 4.25 to The Goldman Sachs Group, Inc.s Registration Statement on Form S-3 (No. 333-122977), filed on February 24, 2005. |
II-25
Incorporated by Reference | ||||
Exhibit No. | Description | to Filings Indicated | ||
4.28
|
Form of Guarantee Agreement for Goldman Sachs Capital VI. | Exhibit 4.30 to The Goldman Sachs Group, Inc.s Registration Statement on Form S-3 (No. 333-122977), filed on February 24, 2005. | ||
4.29
|
Warrant Indenture, dated as of February 14, 2006, between The Goldman Sachs Group, Inc. and The Bank of New York Mellon, as trustee, with respect to warrants of The Goldman Sachs Group, Inc. | Exhibit 4.34 to The Goldman Sachs Group, Inc.s Post-Effective Amendment No. 3 to Registration Statement on Form S-3 (File No. 333-130074), filed on March 1, 2006. | ||
4.30
|
Form of Debt Warrant Agreement for warrants of The Goldman Sachs Group, Inc. sold attached to debt securities of The Goldman Sachs Group, Inc. | * | ||
4.31
|
Form of Debt Warrant Agreement for warrants of The Goldman Sachs Group, Inc. sold alone. | * | ||
4.32
|
Form of Warrant Agreement for universal warrants of The Goldman Sachs Group, Inc. | * | ||
4.33
|
Deposit Agreement, dated as of October 21, 2005, between The Goldman Sachs Group, Inc. and JP Morgan Chase Bank, N.A., including form of depositary receipt. | Exhibit 5 to The Goldman Sachs Group, Inc.s Registration Statement on Form 8-A (file No. 001-14965), filed on October 28, 2005. | ||
4.34
|
Form of Unit Agreement of The Goldman Sachs Group, Inc., including form of unit certificate. | * | ||
4.35
|
Form of Unit Agreement Without Holders Obligation of The Goldman Sachs Group, Inc. | * | ||
4.36
|
Form of senior debt securities of The Goldman Sachs Group, Inc., issued under the Indenture, dated as of May 19, 1999, between The Goldman Sachs Group, Inc. and The Bank of New York Mellon, as trustee (included in Exhibit 4.3). | |||
4.37
|
Form of senior debt securities of The Goldman Sachs Group, Inc. issued under the Senior Debt Indenture, dated as of July 16, 2008, between The Goldman Sachs Group, Inc. and The Bank of New York Mellon, as trustee (included in Exhibit 4.4). | |||
4.38
|
Form of floating rate senior debt security issued under the Indenture, dated as of May 19, 1999, between The Goldman Sachs Group, Inc. and The Bank of New York Mellon, as trustee. | ** | ||
4.39
|
Form of floating rate senior debt security issued under the Senior Debt Indenture, dated as of July 16, 2008, between The Goldman Sachs Group, Inc. and The Bank of New York Mellon, as trustee. | ** |
II-26
Incorporated by Reference | ||||
Exhibit No. | Description | to Filings Indicated | ||
4.40
|
Form of fixed rate senior debt security issued under the Indenture, dated as of May 19, 1999, between The Goldman Sachs Group, Inc. and The Bank of New York Mellon, as trustee. | Exhibit 4.55 to Post-Effective Amendment No. 2 to The Goldman Sachs Group, Inc.s Registration Statement on Form S-3 (No. 333-130074), filed on February 3, 2006. | ||
4.41
|
Form of fixed rate senior debt security issued under the Senior Debt Indenture, dated as of July 16, 2008, between The Goldman Sachs Group, Inc. and The Bank of New York Mellon, as trustee. | Exhibit 4.91 to Post-Effective Amendment No. 11 to The Goldman Sachs Group, Inc.s Registration Statement on Form S-3 (No. 333-130074), filed on July 17, 2008. | ||
4.42
|
Form of subordinated debt securities of The Goldman Sachs Group, Inc. (included in Exhibit 4.5). | |||
4.43
|
Form of Floating Rate Medium-Term Note, Series B, of The Goldman Sachs Group, Inc. | ** | ||
4.44
|
Form of Floating Rate Medium-Term Note, Series D, of The Goldman Sachs Group, Inc. | ** | ||
4.45
|
Form of Fixed Rate Medium-Term Note, Series B, of The Goldman Sachs Group, Inc. | Exhibit 4.4 to Post-Effective Amendment No. 1 to The Goldman Sachs Group, Inc.s Registration Statement on Form S-1 (No. 333-75321), filed on July 1, 1999. | ||
4.46
|
Form of Fixed Rate Medium-Term Note, Series D, of The Goldman Sachs Group, Inc. | Exhibit 4.85 to Post-Effective Amendment No. 11 to The Goldman Sachs Group, Inc.s Registration Statement on Form S-3 (No. 333-130074), filed on July 17, 2008. | ||
4.47
|
Form of Mandatory Exchangeable Medium-Term Note, Series B, of The Goldman Sachs Group, Inc. | Exhibit 4.5 to Post-Effective Amendment No. 1 to The Goldman Sachs Group, Inc.s Registration Statement on Form S-1 (No. 333-75321), filed on July 1, 1999. | ||
4.48
|
Form of Mandatory Exchangeable Medium-Term Note, Series D, of The Goldman Sachs Group, Inc. | Exhibit 4.86 to Post-Effective Amendment No. 11 to The Goldman Sachs Group, Inc.s Registration Statement on Form S-3 (No. 333-130074), filed on July 17, 2008. |
II-27
Incorporated by Reference | ||||
Exhibit No. | Description | to Filings Indicated | ||
4.49
|
Form of Exchangeable Medium-Term Note, Series B, of The Goldman Sachs Group, Inc. | Exhibit 4.6 to Post-Effective Amendment No. 1 to The Goldman Sachs Group, Inc.s Registration Statement on Form S-1 (No. 333-75321), filed on July 1, 1999. | ||
4.50
|
Form of Exchangeable Medium-Term Note, Series D, of The Goldman Sachs Group, Inc. | Exhibit 4.87 to Post-Effective Amendment No. 11 to The Goldman Sachs Group, Inc.s Registration Statement on Form S-3 (No. 333-130074), filed on July 17, 2008. | ||
4.51
|
Form of Exchange Traded Note, Series B, of The Goldman Sachs Group, Inc. | Exhibit 99.2 to The Goldman Sachs Group, Inc.s Registration Statement on Form 8-A (File No. 001-14965), filed on June 26, 2007. | ||
4.52
|
Form of Index-Linked Medium-Term Note, Series D, of The Goldman Sachs Group, Inc. | Exhibit 4.88 to Post-Effective Amendment No. 11 to The Goldman Sachs Group, Inc.s Registration Statement on Form S-3 (No. 333-130074), filed on July 17, 2008. | ||
4.53
|
Specimen Master Medium-Term Note, Series B, of The Goldman Sachs Group, Inc. | ** | ||
4.54
|
Specimen Master Medium-Term Note, Series D, dated October 10, 2008, of The Goldman Sachs Group, Inc. | ** | ||
4.55
|
Specimen Master Medium-Term Note, Series D, dated April 6, 2009, of The Goldman Sachs Group, Inc. | ** | ||
4.56
|
Form of put warrant of The Goldman Sachs Group, Inc. (included in Exhibit 4.29). | |||
4.57
|
Form of call warrant of The Goldman Sachs Group, Inc. (included in Exhibit 4.29). | |||
4.58
|
Form of universal warrant of The Goldman Sachs Group, Inc. | Exhibit 4.57 to The Goldman Sachs Group, Inc.s Post-Effective Amendment No. 7 to Registration Statement on Form S-3 (File No. 333-130074), filed on February 20, 2007. | ||
4.59
|
Form of Prepaid Purchase Contract of The Goldman Sachs Group, Inc. | * |
II-28
Incorporated by Reference | ||||
Exhibit No. | Description | to Filings Indicated | ||
4.60
|
Form of Non-Prepaid Purchase Contract (Issuer Sale) of The Goldman Sachs Group, Inc. (to be included in Exhibit 4.32). | |||
4.61
|
Form of Non-Prepaid Purchase Contract (Issuer Purchase) of The Goldman Sachs Group, Inc. (to be included in Exhibit 4.32). | |||
4.62
|
Form of Capital Security (included in Exhibits 4.7, 4.11, 4.15, 4.20, 4.25 and 4.88). | |||
4.63
|
Senior Debt Indenture, dated as of December 4, 2007, among GS Finance Corp., The Goldman Sachs Group, Inc., as guarantor, and The Bank of New York Mellon, as trustee, with respect to senior debt securities of GS Finance Corp. | Exhibit 4.69 to The Goldman Sachs Group, Inc.s Post-Effective Amendment No. 10 to Registration Statement on Form S-3 (File No. 333-130074), filed on December 4, 2007. | ||
4.64
|
Senior Debt Indenture, dated as of October 10, 2008, among GS Finance Corp., The Goldman Sachs Group, Inc., as guarantor, and The Bank of New York Mellon, as trustee, with respect to senior debt securities of GS Finance Corp. | ** | ||
4.65
|
Form of Unit Agreement of GS Finance Corp., including form of units. | * | ||
4.66
|
Form of Unit Agreement Without Holders Obligation of GS Finance Corp. | * | ||
4.67
|
Form of senior debt securities of GS Finance Corp., issued under the Senior Debt Indenture, dated as of December 4, 2007, among GS Finance Corp., The Goldman Sachs Group, Inc., as guarantor, and The Bank of New York Mellon, as trustee (included in Exhibit 4.63). | |||
4.68
|
Form of senior debt securities of GS Finance Corp., issued under the Senior Debt Indenture, dated as of October 10, 2008, among GS Finance Corp., The Goldman Sachs Group, Inc., as guarantor, and The Bank of New York Mellon, as trustee (included in Exhibit 4.64). | |||
4.69
|
Form of Floating Rate Medium-Term Note, Series A, of GS Finance Corp. | ** | ||
4.70
|
Form of Floating Rate Medium-Term Note, Series E, of GS Finance Corp. | ** | ||
4.71
|
Form of Fixed Rate Medium-Term Note, Series A, of GS Finance Corp. | Exhibit 4.76 to The Goldman Sachs Group, Inc.s Post-Effective Amendment No. 10 to Registration Statement on Form S-3 (File No. 333-130074), filed on December 4, 2007. | ||
4.72
|
Form of Fixed Rate Medium-Term Note, Series E, of GS Finance Corp. | ** |
II-29
Incorporated by Reference | ||||
Exhibit No. | Description | to Filings Indicated | ||
4.73
|
Form of Index-Linked Medium-Term Note, Series A, of GS Finance Corp. | Exhibit 4.77 to The Goldman Sachs Group, Inc.s Post-Effective Amendment No. 10 to Registration Statement on Form S-3 (File No. 333-130074), filed on December 4, 2007. | ||
4.74
|
Form of Index-Linked Medium-Term Note, Series E, of GS Finance Corp. | ** | ||
4.75
|
Specimen Master Medium-Term Note, Series A, of GS Finance Corp. | ** | ||
4.76
|
Specimen Master Medium-Term Note, Series E, of GS Finance Corp. | ** | ||
4.77
|
Form of guarantee, issued under the Senior Debt Indenture, dated as of December 4, 2007, among GS Finance Corp., The Goldman Sachs Group, Inc., as guarantor, and The Bank of New York Mellon, as trustee, by The Goldman Sachs Group, Inc. of senior debt securities of GS Finance Corp. (included in Exhibit 4.63). | |||
4.78
|
Form of guarantee, issued under the Senior Debt Indenture, dated as of October 10, 2008, among GS Finance Corp., The Goldman Sachs Group, Inc., as guarantor, and The Bank of New York Mellon, as trustee, by The Goldman Sachs Group, Inc. of senior debt securities of GS Finance Corp. (included in Exhibit 4.64). | |||
4.79
|
General Guarantee Agreement, dated October 21, 2008, made by The Goldman Sachs Group, Inc. relating to certain obligations of Goldman Sachs Bank USA. | ** | ||
4.80
|
General Guarantee Agreement, dated December 1, 2008, made by The Goldman Sachs Group, Inc. relating to certain obligations of Goldman Sachs Bank USA. | ** | ||
4.81
|
Form of Floating Rate Senior Debt Security (TLGP) of The Goldman Sachs Group, Inc. | Exhibit 4.5 to The Goldman Sachs Group, Inc.s Annual Report on Form 10-K (File No. 001-14965) for the fiscal year ended November 28, 2008. | ||
4.82
|
Form of Fixed Rate Senior Debt Security (TLGP) of The Goldman Sachs Group, Inc. | Exhibit 4.6 to The Goldman Sachs Group, Inc.s Annual Report on Form 10-K (File No. 001-14965) for the fiscal year ended November 28, 2008. |
II-30
Incorporated by Reference | ||||
Exhibit No. | Description | to Filings Indicated | ||
4.83
|
Form of Floating Rate Medium-Term Note, Series D (TLGP) of The Goldman Sachs Group, Inc. | Exhibit 4.7 to The Goldman Sachs Group, Inc.s Annual Report on Form 10-K (File No. 001-14965) for the fiscal year ended November 28, 2008. | ||
4.84
|
Form of Fixed Rate Medium-Term Note, Series D (TLGP) of The Goldman Sachs Group, Inc. | Exhibit 4.8 to The Goldman Sachs Group, Inc.s Annual Report on Form 10-K (File No. 001-14965) for the fiscal year ended November 28, 2008. | ||
4.85
|
Form of Floating Rate Senior Debt Security TLGP, 2008 of The Goldman Sachs Group, Inc. | Exhibit 4.1 to The Goldman Sachs Group, Inc.s Current Report on Form 8-K (File No. 001-14965), dated November 25, 2008 and filed on December 1, 2008. | ||
4.86
|
Form of Fixed Rate Senior Debt Security TLGP, 2008 of The Goldman Sachs Group, Inc. | Exhibit 4.2 to The Goldman Sachs Group, Inc.s Current Report on Form 8-K (File No. 001-14965), dated November 25, 2008 and filed on December 1, 2008. | ||
4.87
|
Certificate of Trust of Goldman Sachs Capital I | Exhibit 4.10 to The Goldman Sachs Group, Inc.s Registration Statement on Form S-3 (No. 333-112367), filed on January 30, 2004. | ||
4.88
|
Amended and Restated Trust Agreement of Goldman Sachs Capital I | Exhibit 4.2 to The Goldman Sachs Group, Inc.s Quarterly Report on Form 10-Q (File No. 001-14965) for the quarterly period ended February 27, 2004. | ||
4.89
|
Agreement as to Expenses and Liabilities for Goldman Sachs Capital I | Exhibit 4.3 to The Goldman Sachs Group, Inc.s Quarterly Report on Form 10-Q (File No. 001-14965) for the quarterly period ended February 27, 2004. | ||
4.90
|
Guarantee Agreement for Goldman Sachs Capital I | Exhibit 4.4 to The Goldman Sachs Group, Inc.s Quarterly Report on Form 10-Q (File No. 001-14965) for the quarterly period ended February 27, 2004. |
II-31
Incorporated by Reference | ||||
Exhibit No. | Description | to Filings Indicated | ||
4.91
|
Supplemental Indenture, dated as of February 20, 2004, between The Goldman Sachs Group, Inc. and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee, with respect to the junior subordinated debentures of The Goldman Sachs Group, Inc. | Exhibit 4.1 to The Goldman Sachs Group, Inc.s Quarterly Report on Form 10-Q (File No. 001-14965) for the quarterly period ended February 27, 2004. | ||
4.92
|
Second Supplemental Indenture, dated as of May 15, 2007, between The Goldman Sachs Group, Inc. and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee, with respect to the junior subordinated notes of The Goldman Sachs Group, Inc. | Exhibit 99.4 to The Goldman Sachs Group, Inc.s Registration Statement on Form 8-A (File No. 001-14965), filed on May 17, 2007 (SEC Accession No. 0000950123-07-007621). | ||
4.93
|
Third Supplemental Indenture, dated as of May 15, 2007, between The Goldman Sachs Group, Inc. and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee, with respect to the junior subordinated notes of The Goldman Sachs Group, Inc. | Exhibit 99.4 to The Goldman Sachs Group, Inc.s Registration Statement on Form 8-A (File No. 001-14965), filed on May 17, 2007 (SEC Accession No. 0000950123-07-007622). | ||
5.1
|
Opinion of Richards, Layton & Finger, P.A. as to the validity of the capital securities, the enforceability of the trust agreements and the formation of the Issuer Trust with respect to Goldman Sachs Capital II, Goldman Sachs Capital III, Goldman Sachs Capital IV, Goldman Sachs Capital V and Goldman Sachs Capital VI. | ** | ||
5.2
|
Opinion of Sullivan & Cromwell LLP relating to (i) debt securities, warrants, purchase contracts, units, preferred stock, depositary shares of The Goldman Sachs Group, Inc., and capital securities of Goldman Sachs Capital II, Goldman Sachs Capital III, Goldman Sachs Capital IV, Goldman Sachs Capital V and Goldman Sachs Capital VI and guarantees thereof of The Goldman Sachs Group, Inc. and (ii) debt securities, warrants, units of GS Finance Corp. and guarantees thereof of The Goldman Sachs Group, Inc. | ** | ||
5.3
|
Opinion of Sullivan & Cromwell LLP relating to floating rate senior debt securities and fixed rate senior debt securities of The Goldman Sachs Group, Inc. | ** | ||
5.4
|
Opinion of Sullivan & Cromwell LLP relating to the Guarantees by The Goldman Sachs Group, Inc. of specified certificates of deposit of Goldman Sachs Bank USA. | ** | ||
5.5
|
Opinion of Sullivan & Cromwell LLP relating to the Guarantee by The Goldman Sachs Group, Inc. of Notes and Deposit Notes of Goldman Sachs Bank USA. | ** |
II-32
Incorporated by Reference | ||||
Exhibit No. | Description | to Filings Indicated | ||
5.6
|
Opinion of Sullivan & Cromwell LLP relating to shares of The Goldman Sachs Group, Inc.s common stock, par value $0.01 per share, dated April 17, 2009. | ** | ||
5.7
|
Opinion of Richards, Layton & Finger, P.A .. as to the validity of the capital securities, the enforceability of the trust agreements and the formation of the Issuer Trust with respect to Goldman Sachs Capital I. | Exhibit 5.1 to The Goldman Sachs Group, Inc.s Registration Statement on Form S-3 (No. 333-112367), filed on January 30, 2004. | ||
5.8
|
Opinion of Sullivan & Cromwell LLP. | Exhibit 5.1 to The Goldman Sachs Group, Inc.s Current Report on Form 8-K (File No. 001-14965), dated and filed on March 21, 2011. | ||
5.9
|
Opinion of Sullivan & Cromwell LLP. | Exhibit 5.1 to The Goldman Sachs Group, Inc.s Current Report on Form 8-K (File No. 001-14965), dated and filed on March 22, 2011. | ||
8.1
|
Tax Opinion of Sullivan & Cromwell LLP relating to debt securities, warrants, purchase contracts, units, preferred stock, depositary shares of The Goldman Sachs Group, Inc., and capital securities of Goldman Sachs Capital II, Goldman Sachs Capital III, Goldman Sachs Capital IV, Goldman Sachs Capital V and Goldman Sachs Capital VI and guarantees thereof of The Goldman Sachs Group, Inc. | ** | ||
8.2
|
Tax Opinion of Sullivan & Cromwell LLP relating to debt securities, warrants, units of GS Finance Corp. and guarantees thereof of The Goldman Sachs Group, Inc. | ** | ||
12.1
|
Statement re: Computation of Ratios of Earnings to Fixed Charges and Ratios of Earnings to Combined Fixed Charges and Preferred Stock Dividends. | Exhibit 12.1 to The Goldman Sachs Group, Inc.s Annual Report on Form 10-K (File No. 001-14965) for the fiscal year ended December 31, 2010, filed on March 1, 2011. | ||
23.1
|
Consent of Independent Registered Public Accounting Firm. | Exhibit 23.1 to The Goldman Sachs Group, Inc.s Annual Report on Form 10-K (File No. 001-14965) for the fiscal year ended December 31, 2010, filed on March 1, 2011. | ||
23.2
|
Consent of Richards, Layton & Finger, P.A.(included in Exhibit 5.1 above). | |||
23.3
|
Consents of Sullivan & Cromwell LLP (included in Exhibits 5.2, 5.3, 5.4, 5.5, 5.6, 5.8, 5.9, 8.1 and 8.2 above). | |||
23.4
|
Consent of Richards, Layton & Finger, P.A. | ** | ||
24.1
|
Power of Attorney (included on signature page). | ** |
II-33
Incorporated by Reference | ||||
Exhibit No. | Description | to Filings Indicated | ||
25.1
|
Statement of Eligibility of senior debt trustee under the Indenture, dated as of May 19, 1999, between The Goldman Sachs Group, Inc. and The Bank of New York Mellon, as trustee | ** | ||
25.2
|
Statement of Eligibility of senior debt trustee under the Senior Debt Indenture, dated as of July 16, 2008, between The Goldman Sachs Group, Inc. and The Bank of New York Mellon, as trustee. | ** | ||
25.3
|
Statement of Eligibility of subordinated debt trustee of The Goldman Sachs Group, Inc. | ** | ||
25.4
|
Statement of Eligibility of warrant trustee of The Goldman Sachs Group, Inc. | ** | ||
25.5
|
Statement of Eligibility of The Bank of New York Mellon to act as trustee under the Amended and Restated Trust Agreement of Goldman Sachs Capital II. | ** | ||
25.6
|
Statement of Eligibility of The Bank of New York Mellon to act as trustee under the Amended and Restated Trust Agreement of Goldman Sachs Capital III. | ** | ||
25.7
|
Statement of Eligibility of The Bank of New York Mellon to act as trustee under the Amended and Restated Trust Agreement of Goldman Sachs Capital IV. | ** | ||
25.8
|
Statement of Eligibility of The Bank of New York Mellon to act as trustee under the Amended and Restated Trust Agreement of Goldman Sachs Capital V. | ** | ||
25.9
|
Statement of Eligibility of The Bank of New York Mellon to act as trustee under the Amended and Restated Trust Agreement of Goldman Sachs Capital VI. | ** | ||
25.10
|
Statement of Eligibility of The Bank of New York Mellon under the Guarantee for the benefit of the holders of capital securities of Goldman Sachs Capital II. | ** | ||
25.11
|
Statement of Eligibility of The Bank of New York Mellon under the Guarantee for the benefit of the holders of capital securities of Goldman Sachs Capital III. | ** | ||
25.12
|
Statement of Eligibility of The Bank of New York Mellon under the Guarantee for the benefit of the holders of capital securities of Goldman Sachs Capital IV. | ** | ||
25.13
|
Statement of Eligibility of The Bank of New York Mellon under the Guarantee for the benefit of the holders of capital securities of Goldman Sachs Capital V. | ** | ||
25.14
|
Statement of Eligibility of The Bank of New York Mellon under the Guarantee for the benefit of the holders of capital securities of Goldman Sachs Capital VI. | ** |
II-34
Incorporated by Reference | ||||
Exhibit No. | Description | to Filings Indicated | ||
25.15
|
Statement of Eligibility of senior debt trustee under the Senior Debt Indenture, dated as of December 4, 2007, among GS Finance Corp., The Goldman Sachs Group, Inc., as guarantor, and The Bank of New York Mellon, as trustee | ** | ||
25.16
|
Statement of Eligibility of senior debt trustee under the Senior Debt Indenture, dated as of October 10, 2008, among GS Finance Corp., The Goldman Sachs Group, Inc., as guarantor, and The Bank of New York Mellon, as trustee | ** | ||
25.17
|
Statement of Eligibility of The Bank of New York Mellon to act as trustee under the Amended and Restated Trust Agreement of Goldman Sachs Capital I. | ** | ||
25.18
|
Statement of Eligibility of The Bank of New York Mellon under the Guarantee for the benefit of holders of capital securities of Goldman Sachs Capital I. | ** |
* | To be filed as an exhibit to a Current Report on Form 8-K, Quarterly Report on Form 10-Q or Annual Report on Form 10-K, or a Post-Effective Amendment to the Registration Statement on Form S-3 and incorporated herein by reference. | |
** | Previously filed. |
II-35