AMENDED AND RESTATED TRUST AGREEMENT among THE GOLDMAN SACHS GROUP, INC., as Depositor, THE BANK OF NEW YORK, as Property Trustee, THE BANK OF NEW YORK (DELAWARE), as Delaware Trustee, and THE ADMINISTRATIVE TRUSTEES NAMED HEREIN Dated as of February...Trust Agreement • April 6th, 2004 • Goldman Sachs Group Inc/ • Security brokers, dealers & flotation companies • Delaware
AMENDED AND RESTATED TRUST AGREEMENT, dated as of February 20, 2004, among (i) The Goldman Sachs Group, Inc., a Delaware corporation (including any successors or assigns, the “Depositor”), (ii) The Bank of New York, a New York banking corporation, as property trustee (in such capacity, the “Property Trustee” and, in its separate corporate capacity and not in its capacity as Property Trustee, the “Bank”), (iii) The Bank of New York (Delaware), a Delaware banking corporation, as Delaware trustee (the “Delaware Trustee”), (iv) Amol Naik, an individual, David Weil, an individual, and Veronica Foo, an individual, each of whose address is c/o The Goldman Sachs Group, Inc., 85 Broad Street, New York, New York 10004 (each an “Administrative Trustee” and collectively the “Administrative Trustees”), and (v) the several Holders, as hereinafter defined.
GUARANTEE AGREEMENT between THE GOLDMAN SACHS GROUP, INC., as Guarantor, and THE BANK OF NEW YORK, as Guarantee Trustee GOLDMAN SACHS CAPITAL I Dated as of February 20, 2004Guarantee Agreement • April 6th, 2004 • 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.
AGREEMENT AS TO EXPENSES AND LIABILITIESAgreement as to Expenses and Liabilities • April 6th, 2004 • Goldman Sachs Group Inc/ • Security brokers, dealers & flotation companies • New York
AGREEMENT AS TO EXPENSES AND LIABILITIES, dated as of February 20, 2004, between The Goldman Sachs Group, Inc., a Delaware corporation, in its capacity as Holder (as defined in the Trust Agreement referred to below) of the Common Securities referred to below (in such capacity, and together with its successors in such capacity, the “Common Securityholder”), and Goldman Sachs Capital I, a Delaware statutory trust (the “Issuer Trust”).
