RecitalsReplacement Capital Covenant • May 18th, 2007 • Goldman Sachs Group Inc/ • Security brokers, dealers & flotation companies
500,000 Normal APEX Goldman Sachs Capital III Floating Rate Normal Automatic Preferred Enhanced Capital Securities (liquidation amount $1,000 per security) fully and unconditionally guaranteed, as described herein, by The Goldman Sachs Group, Inc....Underwriting Agreement • May 18th, 2007 • Goldman Sachs Group Inc/ • Security brokers, dealers & flotation companies
Goldman Sachs Capital III, a statutory trust created under the laws of the State of Delaware (the “Trust”), and The Goldman Sachs Group, Inc., a Delaware corporation (the “Guarantor”), as sponsor of the Trust and as Guarantor under the Guarantee referred to herein, propose, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) 500,000 of the Trust’s Floating Rate Normal Automatic Preferred Enhanced Capital Securities, liquidation amount $1,000 per security, which are further described in Schedule III (a) hereto (the “Normal APEX”). The proceeds of the sale of the Normal APEX and of the common securities of the Trust (the “Trust Common Securities”) to be sold by the Trust to the Guarantor are to be invested in $500,010,000 principal amount of the Guarantor’s Remarketable Floating Rate Junior Subordinated Notes due 2043 (the “Junior Subordinated Notes”), to be issued pursuant to the Subordinated Indenture,
