SumitG Guaranteed Secured Obligation Issuer D.A.C. (the Issuer) CONSENT SOLICITATION MEMORANDUM

Transcription

1 THIS DOCUMENT CONTAINS IMPORTANT INFORMATION OF INTEREST TO THE REGISTERED AND BENEFICIAL OWNERS OF THE BONDS (AS DEFINED BELOW). IF APPLICABLE, ALL DEPOSITARIES, CUSTODIANS AND OTHER INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUESTED TO PASS THIS NOTICE TO SUCH BENEFICIAL OWNERS IN A TIMELY MANNER. If you are in any doubt as to the action you should take, you are recommended to seek your own financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) (if you are in the United Kingdom), or from another appropriately authorised independent financial adviser and such other professional advice from your own professional advisors as you deem necessary. This Consent Solicitation Memorandum is addressed only to holders of the Bonds (as defined below) who are persons to whom it may otherwise be lawful to distribute it ( relevant persons ). It is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this Consent Solicitation Memorandum relates is available only to relevant persons and will be engaged in only with relevant persons. If you have recently sold or otherwise transferred your entire holding(s) of Bonds referred to below, you should immediately forward this document to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. THIS DOCUMENT DOES NOT CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE CONSTRUED AS, AN OFFER FOR SALE, EXCHANGE OR SUBSCRIPTION OF, OR A SOLICITATION OF ANY OFFER TO BUY, EXCHANGE OR SUBSCRIBE FOR, ANY SECURITIES OF THE ISSUER OR ANY OTHER ENTITY. SumitG Guaranteed Secured Obligation Issuer D.A.C. (the Issuer) CONSENT SOLICITATION MEMORANDUM relating to the proposal to make certain amendments to the terms and conditions of, and the transaction documents entered into in connection with, the USD 500,000,000 Fixed Rate Bonds due 2020 (the Bonds) Reg S: XS A: US86560TAA51 Tabulation Agent The Bank of New York Mellon, London Branch

2 The Issuer accepts responsibility for the information contained in this Consent Solicitation Memorandum. To the best of the knowledge and belief of the Issuer (having taken all reasonable care to ensure that such is the case) the information contained in this Consent Solicitation Memorandum is in accordance with the facts and does not omit anything likely to affect the import of such information. The purpose of this document is to invite, at the request of the Issuer, a written direction (the Direction) from the Bondholders to the Bond Trustee to consent to amendments (described below) which the Issuer has proposed to make to certain of the Transaction Documents described below, made in accordance with the Trust Deed dated 23 October 2015 and made between, inter alios, the Issuer and The Bank of New York Mellon, London Branch as Bond Trustee and Security Trustee. The proposed amendments to be made to the documents as described in this Consent Solicitation Memorandum are together referred to as the Proposed Amendments. Each Bondholder is solely responsible for making its own independent appraisal of all matters (including those relating to this Consent Solicitation Memorandum, the Bonds and the Issuer) as such Bondholder deems appropriate, and each Bondholder must make its own decision as to whether to consent to the Proposed Amendments. In accordance with normal practice, neither the Bond Trustee nor the Security Trustee have been involved in the formulation of the Proposed Amendments outlined in this Consent Solicitation Memorandum or the Direction and neither the Bond Trustee nor the Security Trustee expresses any opinion on the merits of the Proposed Amendments or the form of Direction but each has authorised it to be stated that it has no objection to the form of Direction being submitted to Bondholders for their consideration. Bondholders should take their own independent advice on the merits and on the consequences of signing the Direction, including any tax consequences. Neither the Bond Trustee nor the Security Trustee is responsible for the accuracy, completeness, validity or correctness of the statements made in this Consent Solicitation Memorandum or omissions therefrom and neither makes any representation that all relevant information has been disclosed to the Bondholders in or pursuant to this Consent Solicitation Memorandum. This Consent Solicitation Memorandum does not constitute or form part of, and should not be construed as, an offer for sale, exchange or subscription of, or a solicitation of any offer to buy, exchange or subscribe for, any securities of the Issuer or any other entity. Each person receiving this Consent Solicitation Memorandum is deemed to acknowledge that such person has not relied on the Issuer, the Tabulation Agent, the Bond Trustee or the Security Trustee in connection with its decision on how to vote in relation to the Proposed Amendments. Each such person must make its own analysis and investigation regarding the Proposed Amendments and make its own voting decision, with particular reference to its own investment objectives and experience, and any other factors which may be relevant to it in connection with such voting decision. If such person is in any doubt about any aspect of the Proposed Amendments and/or the action it should take, it should consult its professional advisers. Unless otherwise defined herein or the context otherwise requires, capitalised expressions used in this Consent Solicitation Memorandum shall have the meanings set out in paragraph 3 (Definitions) of the section entitled "General Information" below or, to the extent not defined therein, the Master Definitions and Construction Agreement dated 23 October 2015 and made between, inter alios, the Issuer and The Bank of New York Mellon, London Branch as Bond Trustee and Security Trustee. 2

3 PROPOSED AMENDMENTS The Issuer proposes to make certain amendments to the Programme, for which Bondholder approval is sought. A form of Amendment Deed detailing the proposed changes is set out below. In summary, the Issuer is proposing to remove provisions from the Transaction Documents which explicitly provide for a rating to be assigned to the Bonds by Standard & Poor s Rating Services, a division of The McGraw-Hill Companies, Inc. (S&P) and which cater to their requirements. As at the date of this Consent Solicitation Memorandum, the Bonds are rated "AA+" by S&P. However, on 23 May 2016, S&P issued updated "Methodology And Assumptions For Jointly Supported Financial Obligations" (the Revised Criteria), which incorporates a revised view of correlation among supporting parties. It is anticipated that the Revised Criteria will result in a downgrade of the rating assigned by S&P to the Bonds, although the timing of any such downgrade is uncertain. In light of the detrimental consequences of such uncertainty for the Bonds or, if downgraded, the extent of such downgrade being incommensurate with the Issuer s view of the risk of the Bonds, the Issuer is proposing to remove S&P as a Rating Agency under the Programme. In addition, the Trust Deed contains a provision, included at the behest of S&P, making it a condition of the issue and sale of each Series of Bonds that such Bonds are assigned a credit rating by S&P. The Issuer believes that this requirement is unduly restrictive and is proposing for it to be removed as part of the Proposed Amendments. For the reasons set out above, the Issuer is proposing to terminate the engagement of S&P in respect of the Bonds and relevant references to S&P contained in the Transaction Documents and the Terms and Conditions relating to the Bonds (as set out in the form of Amendment Deed attached at Schedule 2) shall be deleted. For the avoidance of doubt, provisions included in the Transaction Documents and the Terms and Conditions relating to the Bonds (including the definitions of "Account Bank Rating Requirements", "Custodian Required Ratings" and "Rating Bucket") which reference S&P but the deletion of which is not provided for in the Amendment Deed shall remain in full force and effect notwithstanding execution of the Proposed Amendments. The Bonds will continue to be rated by Moody's and all of the triggers, criteria and requirements of Moody's will remain unchanged and all obligations on any of the transaction parties to comply with any of the Moody's criteria and requirements will remain effective. CONDITIONALITY The Proposed Amendments will not be implemented unless the Tabulation Agent has received, by the Voting Deadline, Electronic Voting Instructions or Written Instructions, as applicable, in favour of the Proposed Amendments from Bondholders together holding a clear majority of the Principal Amount Outstanding of the Bonds. By delivering an Electronic Voting Instruction or a Written Instruction, as applicable, in favour of the Proposed Amendments, the relevant Bondholder will be deemed to be providing a written request to the Bond Trustee (in accordance with clause 31.2(b) (Modification) of the Trust Deed) in the form of the Direction set out in Schedule 1 of this Consent Solicitation Memorandum. 3

4 GENERAL INFORMATION 1. Procedures for voting: In relation to the times and dates indicated below, the Bondholders holding Bonds in Euroclear or Clearstream, Luxembourg or DTC (each a Clearing System), should note the particular practices and policies of the relevant Clearing System regarding their communications deadlines, which will determine the latest time at which instructions may be delivered to the relevant Clearing System (which may be earlier than the deadlines set out below) so that they are received by the Tabulation Agent within the deadline set out below. Bonds held through Euroclear or Clearstream, Luxembourg A Bondholder wishing to participate in the Consent Solicitation must submit, or arrange to have submitted on its behalf, at or before the Voting Deadline and the deadlines set by the relevant Clearing System, a duly completed Electronic Voting Instruction to the relevant Clearing System in accordance with the requirements of the relevant Clearing System and in the manner specified herein. The Beneficial Owners of the Bonds that are held in the name of a broker, dealer, bank, custodian, trust company or other nominee or custodian should contact such entity sufficiently in advance of the relevant date if they wish to submit Electronic Voting Instructions and procure that the Bonds are blocked in accordance with the normal procedures of the relevant Clearing System and the deadlines imposed by such Clearing System. The submission to the Clearing Systems by or on behalf of a Beneficial Owner of a duly completed Electronic Voting Instruction in favour of the Proposed Amendments prior to the Voting Deadline will be deemed to constitute delivery of a request in writing to the Bond Trustee (in accordance with Clause 31.2(b) (Modification) of the Trust Deed) in the form of the Direction. By delivering a valid Electronic Voting Instruction to the relevant Clearing System, each Bondholder will be deemed to consent to the relevant Clearing System providing details concerning such Bondholder's and/or Beneficial Owner's identity to the Issuer, the Tabulation Agent, the Principal Paying Agent and the Bond Trustee and their respective legal advisers. By delivering an Electronic Voting Instruction in favour of the Proposed Amendments through the relevant Clearing System, and which is not validly revoked, the Bonds the subject of such Electronic Voting Instruction shall then be blocked in the relevant Clearing System to the order of the Principal Paying Agent until the earlier of (i) the Voting Deadline (if the requisite majority of Bondholders do not consent to the Proposed Amendments) or (ii) until the Amendment Date (if the requisite majority of Bondholders do consent to the Proposed Amendments)). While blocked, the Bonds the subject of such Electronic Voting Instruction may not be transferred. Electronic Voting Instructions may be revoked by Bondholders prior to the Voting Deadline by submitting an electronic withdrawal instruction to the relevant Clearing System. Bonds held through DTC For the purposes of Bonds held through DTC, each DTC Direct Participant holding a principal amount of the Bonds, as reflected in the records of DTC, as at the close of business in New York on 14 June 2016 (the Record Date) will be considered to be a Bondholder upon DTC granting an omnibus proxy authorising DTC Direct Participants to vote in respect of the Proposed Amendments. 4

5 The Record Date has been fixed as the date for the determination of Bondholders entitled to vote in respect of the Proposed Amendments. The delivery of a Written Instruction, as defined and described below, will not affect a Bondholder's right to sell or transfer any Bonds, and a sale or transfer of any Bonds after the Record Date will not have the effect of revoking any Written Instruction properly delivered by a Bondholder. Therefore, each properly delivered Written Instruction will remain valid notwithstanding any sale or transfer of any Bondholder to which such Written Instruction relates. A DTC Direct Participant, duly authorised by an omnibus proxy from DTC, may, by an instruction in writing in the form of the Direction set out in Schedule 1 to this Consent Solicitation Memorandum (a Written Instruction) duly executed by such DTC Direct Participant and delivered to the specified office of the Tabulation Agent (by registered mail, hand delivery, overnight courier or by e- mail or facsimile) no later than the Voting Deadline, vote in favour of the Proposed Amendments. Only DTC Direct Participants or their duly designated proxies may deliver a Written Instruction. A Beneficial Owner of Bonds held through a DTC Direct Participant must direct such DTC Direct Participant to deliver a Written Instruction on its behalf. Any Bondholder who has delivered a Written Instruction may revoke such Written Instruction by delivering a written notice of revocation bearing a date later than the date of the prior Written Instruction to the Tabulation Agent at any time prior to the Voting Deadline. * * * * * * * * * Bondholders are urged to deliver (i) valid Electronic Voting Instructions through the Clearing Systems in accordance with the procedures of, and within the time limits specified by, the Clearing Systems, or (ii) valid Written Instructions to the Tabulation Agent, in each case for receipt no later than the Voting Deadline. Bondholders who do not deliver valid Electronic Voting Instructions or Written Instructions, as applicable, through the Clearing Systems in favour of the Proposed Amendments for receipt by the Tabulation Agent before the Voting Deadline or who revoke such instructions before the Voting Deadline or who otherwise make arrangements to vote against or abstain from voting in response to this Consent Solicitation Memorandum will be deemed not to have consented to the Proposed Amendments. The submission of an Electronic Voting Instruction or or Written Instructions, as the case may be, prior to the Voting Deadline, which is not validly revoked, will be deemed to constitute the delivery of a request in writing (in the form of the Direction) by the relevant Bondholder to the Bond Trustee (in accordance with Clause 31.2(b) (Modification) of the Trust Deed). 5

6 2. Expected Timetable of Events (all dates 2016) Announcement and Publication of Proposal 14 June By 11:00 p.m. (London time) (12:00 p.m. CET and 6:00 p.m. New York time) 15 June In respect of Bonds held in DTC, the Record Date. The date fixed by the Issuer as the date of the determination of Bondholders entitled to participate in the Consent Solicitation. (1) Delivery of the Consent Solicitation Memorandum to the Clearing Systems for communication to Direct Participants and publication of the Consent Solicitation Memorandum on the Irish Stock Exchange s website at (2) From this date, Bondholders: (i) (ii) may arrange for Bonds held by Clearstream, Luxembourg and/or Euroclear in their accounts to be blocked in such accounts and held to the order and under the control of the Principal Paying Agent in order to obtain voting certificates or give voting instructions; and holding Bonds through DTC may arrange for a Written Instruction to be delivered on their behalf to the Tabulation Agent. (3) Consent Solicitation Memorandum (and relevant Transaction Documents being amended) available at the offices of the Tabulation Agent (copies of which are obtainable, upon request, free of charge). Voting Period 15 June - 30 June Bondholders may submit Electronic Voting Instructions or Written Instructions, as applicable, in respect of the Proposed Amendments. Voting Deadline 10:00am (London time), 11:00am (CET time) and 5:00am (New York time)] time on 30 June Final time by which Bondholders have arranged for: (1) receipt by the Tabulation Agent of an Electronic Voting Instruction in accordance with the procedures of Clearstream, Luxembourg and/or Euroclear; and (2) Written Instructions to be delivered on behalf of the Bondholders to the Tabulation Agent. 6

7 Amendment Date 1 July Execution of Amendment Deed by all relevant parties (if requisite majority of Bondholders has provided direction). Announcement and Publication of Amendment As soon as reasonably practicable after Amendment Date Notice confirming execution of the Proposed Amendments delivered to: (i) the Clearing Systems for communication to Direct Participants; (ii) (iii) the Rating Agencies; and the Irish Stock Exchange for publication of such notice on the Irish Stock Exchange s website at 3. Definitions Beneficial Owner means a person who is the owner of a particular principal amount of the Bonds and who holds such Bonds either as shown in the records of the Clearing Systems or in the records of any broker, dealer, commercial bank, trust company or other nominee or custodian who holds Bonds on such person s behalf and whose holding is shown in the records of a Bondholder, as applicable. Bondholder means either: (i) (ii) each person who is shown in the records of a Clearing System as a holder of the relevant Bonds (also referred to as Direct Participants and each a Direct Participant) and each Beneficial Owner of the relevant Bonds holding such Bonds, directly or indirectly, in an account in the name of a Direct Participant acting on such Beneficial Owner s behalf. Consent Solicitation means the solicitation of consents from the Bondholders in respect of the Proposed Amendments, which is described in this Consent Solicitation Memorandum. DTC Direct Participant each person who is shown in the records of DTC as a holder of the relevant Bonds. Electronic Voting Instruction means, in respect of Bonds held through Euroclear or Clearstream, Luxembourg, the electronic voting instruction which must be submitted or delivered through the relevant Clearing System by each person (an accountholder) who is shown in the records of such Clearing System as a holder of an interest in the Bonds instructing the relevant Clearing System that the vote(s) attributable to the Bonds the subject of such electronic voting instruction should be cast in favour of the Proposed Amendments (as if the relevant Bondholder had provided a written instruction in the form of the Direction) or against the Proposed Amendments. Rating Agencies means, for the purposes of paragraph 2 above, Moody s Investors Service Limited. 7

8 Voting Deadline means 10:00am (London time), 11:00am (CET time) and 5:00am (New York time) on 30 June 2016 (or such later date or time as the Issuer (in its absolute discretion) may decide). Written Instruction means, in respect of Bonds held through DTC, an instrument in writing in the form of Direction set out in Schedule 1 to this Consent Solicitation Memorandum duly executed by the relevant Direct Participant and delivered to the specified office of the Tabulation Agent no later than the Voting Deadline for the purposes of voting in favour of the Proposed Amendments. 8

9 CONTACT INFORMATION Further information relating to the Proposed Amendments can be obtained from The Bank of New York Mellon, London Branch (as Tabulation Agent) directly: London Debt Restructuring services +44 (0) One Canada Square London E14 5AL United States Allissa Overton Issuer & Loan Services / CSD Reorg 111 Sanders Creek Pkwy; East Syracuse, NY Phone : fax: CT_REORG_UNIT_INQUIRIES@BNYMELLON.COM The address of the Issuer, the Registrar, the Principal Paying Agent, the U.S. Paying and Transfer Agent and the Bond Trustee are set out below: Issuer SumitG Guaranteed Secured Obligation Issuer D.A.C 2nd Floor, Palmerston House Fenian Street Dublin 2, Ireland Bond Trustee and Security Trustee The Bank of New York Mellon, London Branch One Canada Square London E14 5AL Registrar Principal Paying Agent The Bank of New York Mellon (Luxembourg) S.A. Vertigo Building Polaris 2-4 rue Eugène Ruppert, L-2453 Luxembourg Grand Duchy of Luxembourg The Bank of New York Mellon, London Branch One Canada Square London E14 5AL U.S. Paying and Transfer Agent The Bank of New York Mellon 101 Barclay Street New York, NY United States of America Fax: (for the attention of Corp Trust Administration with a copy to facsimile number +44 (0) ) address GSQ@bnymellon.com (for the attention of Corporate Trust Admin) 9

10 ANNOUNCEMENTS If the Issuer is required to make an announcement relating to matters set out in this Consent Solicitation Memorandum, any such announcement will be made in accordance with all applicable rules and regulations via (i) notices to the Clearing Systems for communication to Bondholders, (ii) an RNS announcement and/or (iii) a notice published on website of the Irish Stock Exchange. This Consent Solicitation Memorandum is given by: SumitG Guaranteed Secured Obligation Issuer D.A.C. Dated: 15 June

11 SCHEDULE 1 FORM OF DIRECTION 2016 WRITTEN DIRECTION of a holder of the USD 500,000,000 Fixed Rate Bonds due 2020 (the Bonds) issued by SUMITG GUARANTEED SECURED OBLIGATION ISSUER D.A.C under the SumitG Guaranteed Secured Obligation Programme This written direction (this Direction) relates to our holding of the Bonds (the Relevant Bonds) of SumitG Guaranteed Secured Obligation Issuer D.A.C. constituted by a Trust Deed dated 23 October 2015 (the Trust Deed) and made between, inter alios, the Issuer and The Bank of New York Mellon, London Branch as bond trustee for the holders of the Bonds (the Bond Trustee). Save as otherwise defined in this Direction, words and expressions used in this Direction have the meanings given to them in the Trust Deed. Pursuant to Clause 31.2(b) (Modification) of the Trust Deed, the Bond Trustee and the Security Trustee shall be bound to concur with the Issuer in making any modification to the Terms and Conditions of the Bonds or any Transaction Document if it is requested to do so in writing by the holders of in the aggregate at least a clear majority of the Principal Amount Outstanding of the Bonds. 1. DIRECTION By this Direction, we, the undersigned, being the holder of the Relevant Bonds (the Bondholder), hereby: (a) (b) assent to the amendment of the Transaction Documents to allow for the immediate removal of references to Standard & Poor s as a Rating Agency; assent to the amendments to the Transaction Documents as set out in Appendix 1 of the amendment deed to be entered into between, inter alios, the Issuer and the Bond Trustee on or about 1 July 2016 (the Amendment Deed); ((a) and (b) above, together the Proposed Amendments) (c) authorise, direct, request and empower the Bond Trustee and the Security Trustee and the Issuer to concur in the Proposed Amendments and, in order to give effect thereto and to implement the same, forthwith to execute the Amendment Deed, with such amendments (if any) thereto as the Bond Trustee may approve, and to concur in, execute and do, all such other letters, agreements, acts and things as may be necessary or appropriate to carry out and give effect to this Direction and the implementation of the Proposed Amendments; 11

12 (d) agree and confirm that the Bond Trustee and the Security Trustee are not required to request or receive any legal opinions in relation to the Proposed Amendments, their implementation or this Direction; and (e) discharge, release and exonerate the Bond Trustee and the Security Trustee from all liability for which they may have become or may become responsible under the Trust Deed or the Bonds in respect of any act or omission in connection with the Proposed Amendments, their implementation or this Direction. 2. CONFIRMATIONS IN RELATION TO THE DIRECTION We, the undersigned Bondholder, acknowledge, confirm and agree that: (a) we have fully assessed, and are satisfied with, the merits of the Proposed Amendments and the impact thereof on our interests and confirm that we do not require the Bond Trustee, the Security Trustee or the Issuer to undertake any independent assessment thereof and the Bondholder hereby instructs the Bond Trustee and the Security Trustee to waive the requirement to obtain any legal opinions in connection with the Proposed Amendments; and (b) we discharge and exonerate the Issuer, the Bond Trustee and the Security Trustee from all liability for which they may have become or may be responsible under the Trust Deed in respect of any act or omission in connection with the Proposed Amendments, their implementation of this Direction and confirms that neither the Issuer nor the Bond Trustee nor the Security Trustee shall be responsible for acting upon the Direction. 3. REPRESENTATIONS AND WARRANTIES We, the undersigned Bondholder, represent and warrant that: (a) (b) as at the date of signing this Direction we are the beneficial owners of the outstanding Bonds subject to our Electronic Voting Instruction or Written Instruction, as applicable; and we have the necessary corporate power and authority to deliver our Electronic Voting Instruction or Written Instruction, as applicable, in order to deem our execution and delivery of this Direction and that we have taken all necessary action to authorise this Direction and the deemed execution and delivery hereof. [For and on behalf of the Bondholder submitting the Electronic Voting Instruction in favour of the Proposed Amendments] 1 [OR] [Name of DTC Direct Participant* DTC Participant Account Number*.... DTC Participant Medallion Guarantee Stamp*.. * Insert details if the relevant Bonds are held through DTC] 1 Applicable in respect of Bonds held through Euroclear or Clearstream, Luxembourg. 12

13 SCHEDULE 2 FORM OF AMENDMENT DEED AMENDMENT DEED 1 JULY 2016 SUMITG GUARANTEED SECURED OBLIGATION ISSUER D.A.C as Issuer and GOLDMAN SACHS INTERNATIONAL as Dealer, Arranger, Valuation Agent, TRS Calculation Agent and a TRS Counterparty and SUMITOMO MITSUI TRUST BANK, LIMITED as a Guarantor and a TRS Counterparty and THE GOLDMAN SACHS GROUP, INC. as a Guarantor and Allen & Overy LLP ICM:

14 THE BANK OF NEW YORK MELLON, LONDON BRANCH as Principal Paying Agent, Account Bank, Transfer Agent, Cash Manager, Calculation Agent, Bond Trustee and Security Trustee and THE BANK OF NEW YORK MELLON SA/NV, LONDON BRANCH as Custodian and THE BANK OF NEW YORK MELLON as U.S. Paying and Transfer Agent and Exchange Agent and THE BANK OF NEW YORK MELLON (LUXEMBOURG) S.A. as Registrar and CAFICO CORPORATE SERVICES LIMITED as Corporate Services Provider and DELOITTE LLP as Asset Monitor relating to the issue of USD 500,000,000 Fixed Rate Bonds due 2020 (the Bonds) Guaranteed on a Joint and Several Basis by The Goldman Sachs Group, Inc. and Sumitomo Mitsui Trust Bank, Limited and issued under the USD 5 billion SumitG Guaranteed Secured Obligation Programme ii

15 CONTENTS Clause Page 1. Definitions and Interpretation Amendment and Restatement of the Transaction Documents Continuity and Further Assurance Counterparts Contracts (Rights of Third Parties) Act Governing Law Agents for Service of Process... 3 Signatories... 4 Appendix 1. Amendments to the transaction documents... 6 iii

16 THIS AMENDMENT DEED is made on 1 July BETWEEN: RECITALS: (1) SUMITG GUARANTEED SECURED OBLIGATION ISSUER D.A.C, as issuer (the Issuer); (2) GOLDMAN SACHS INTERNATIONAL, in its various roles (GSI, as Dealer, Arranger, Valuation Agent, TRS Calculation Agent and a TRS Counterparty); (3) SUMITOMO MITSUI TRUST BANK, LIMITED in its roles as a guarantor and TRS counterparty (SuMi TRUST Bank, as a Guarantor and a TRS Counterparty); (4) THE GOLDMAN SACHS GROUP, INC. as a guarantor (GS Group, as a Guarantor, and together with SuMi TRUST Bank as a Guarantor, the Guarantors); (5) THE BANK OF NEW YORK MELLON, LONDON BRANCH, in its various roles (the Principal Paying Agent, Account Bank, Transfer Agent, Cash Manager, Calculation Agent, Bond Trustee and Security Trustee); (6) THE BANK OF NEW YORK MELLON SA/NV, LONDON BRANCH, as custodian (the Custodian); (7) THE BANK OF NEW YORK MELLON, acting in its capacity as exchange agent (the Exchange Agent) and acting in its capacity as U.S. paying and transfer agent (the U.S. Paying and Transfer Agent); (8) THE BANK OF NEW YORK MELLON (LUXEMBOURG) S.A., as registrar (the Registrar); (9) CAFICO CORPORATE SERVICES LIMITED, as corporate services provider (the Corporate Services Provider); and (10) DELOITTE LLP, as asset monitor (the Asset Monitor). (A) (B) The parties to this Amendment Deed have previously entered into the Transaction Documents (as defined below). This Amendment Deed is supplemental to the Trust Deed and the other Transaction Documents. (C) The Issuer issued USD 500,000,000 Fixed Rate Bonds due 2020 (the Bonds) on 2 November (D) As at 10:00 a.m. (London time) on 30 June 2016, the holders of [ ] per cent. of the Bonds had given instructions to the Bond Trustee and the Security Trustee (the Direction) in the form set out in the Notice to Bondholders given by the Issuer on 15 June 2016 and approved the amendments to the Transaction Documents described herein. 1

17 (E) (F) The Issuer has requested the Bond Trustee and the Security Trustee to enter into this Amendment Deed to concur in making the amendments referred to in Recital (D) above. In accordance with the authority and direction contained in the Direction and with the authority afforded each of them under the terms of the Trust Deed, the Bond Trustee and the Security Trustee concur in executing this Amendment Deed. NOW THIS DEED WITNESSES AND IT IS HEREBY AGREED AS FOLLOWS: 1. DEFINITIONS AND INTERPRETATION 1.1 In this Amendment Deed (including the Recitals), the following terms shall have the meanings indicated: Transaction Document means: (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) (l) (m) (n) (o) (p) the Account Bank Agreement; the Asset Monitor Agreement; the Custody Agreement; the Japanese Custody Agreement; the Japanese Security Agreement; the Corporate Services Agreement; the Trust Deed; the Agency Agreement; the Distribution Agreement; the TRS Agreements; the Guarantee Agreement; the Reimbursement Agreement; each Subscription Agreement (as applicable in the case of each issue of listed Bonds subscribed for pursuant to a subscription agreement); the Arrangement and Expenses Agreement; the Master Definitions and Construction Agreement; and any other agreement or document from time to time designated as such by the Issuer and the Bond Trustee and/or the Security Trustee. 1.2 Terms defined in the Transaction Documents shall, unless otherwise defined herein, have the same meaning herein. 2

18 2. AMENDMENT AND RESTATEMENT OF THE TRANSACTION DOCUMENTS 2.1 With effect on and from 1 July 2016, the relevant parts of the Transaction Documents shall be amended as set out in the Appendix hereto. 2.2 Each of the parties to this Amendment Deed hereby provides its consent to the Transaction Documents being amended as provided for herein (and by executing this Amendment Deed each such party shall be deemed to have executed the Transaction Documents as amended in accordance with the Appendix hereto). 3. CONTINUITY AND FURTHER ASSURANCE 3.1 Continuing Obligations The provisions of the Transaction Documents shall, save as amended hereby, continue in full force and effect. 3.2 Further Assurance Each of the parties hereto shall do all such acts and things necessary or desirable to give effect to the amendments effected by this Amendment Deed. 4. COUNTERPARTS This Amendment Deed may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. 5. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999 A person who is not party to this Amendment Deed may not enforce its terms under the Contracts (Rights of Third Parties) Act GOVERNING LAW This Amendment Deed and any non-contractual obligations arising out of or in connection with this Amendment Deed are governed by and shall be construed in accordance with English law. 7. AGENTS FOR SERVICE OF PROCESS The Issuer appoints Aquila International Services Ltd of 2nd Floor, Berkeley Square House, Berkeley Square, London W1J 6BD (the Issuer Process Agent) to receive service of process on its behalf as its authorised agent for service of process in England but for no other purpose. If for any reason such agent shall cease to be such agent for service of process, the Issuer shall forthwith appoint a new agent for service of process in England and deliver to the Registrar a copy of the new agent's acceptance of appointment within 30 days. Failing such appointment within 15 days, the Trustee shall be entitled to appoint a new agent for service of process by written notice addressed to the Issuer or delivered to the Issuer. This deed is delivered the day and year first before written. 3

19 SIGNATORIES EXECUTION OF AMENDMENT DEED The Issuer EXECUTED as a DEED by SUMITG GUARANTEED SECURED OBLIGATION ISSUER D.A.C. acting by duly authorised Witnessed by: The Dealer, Arranger, Valuation Agent, TRS Calculation Agent and a TRS Counterparty EXECUTED as a DEED by GOLDMAN SACHS INTERNATIONAL acting by duly authorised Witnessed by: The Guarantor and TRS Counterparty EXECUTED as a DEED by SUMITOMO MITSUI TRUST BANK, LIMITED acting by duly authorised Witnessed by: The Guarantor EXECUTED as a DEED by THE GOLDMAN SACHS GROUP, INC. acting by duly authorised Witnessed by: The Principal Paying Agent, Account Bank, Transfer Agent, Cash Manager, Calculation Agent, Bond Trustee and Security Trustee EXECUTED as a DEED by THE BANK OF NEW YORK MELLON acting by its duly authorised signatory: 4

20 The Custodian EXECUTED as a DEED by THE BANK OF NEW YORK MELLON SA/NV, LONDON BRANCH acting by duly authorised Witnessed by: The Exchange Agent and U.S. Paying and Transfer Agent EXECUTED as a DEED by THE BANK OF NEW YORK MELLON acting by its duly authorised signatory: The Registrar EXECUTED as a DEED for and on behalf of THE BANK OF NEW YORK MELLON (LUXEMBOURG) S.A. in the presence of: Witness name: Signature: Address: The Corporate Services Provider EXECUTED as a DEED by CAFICO CORPORATE SERVICES LIMITED acting by duly authorised Witnessed by: The Asset Monitor EXECUTED as a DEED by DELOITTE LLP acting by duly authorised 5

21 1. THE TRUST DEED APPENDIX 1 AMENDMENTS TO THE TRANSACTION DOCUMENTS (A) Clause 38 (Notices) shall be amended by the deletion of: "In the case of S&P, to Structured Credit CDO Surveillance; address CDOeuropeansurveillance@standardandpoors.com" (B) Condition 16.4 (Ratings Confirmation) of the Terms and Conditions of the Bonds (extracted below) shall be deemed to be deleted: "It is a condition of the issue and sale of each Series of Bonds that such Bonds are assigned a credit rating (as to the timely payment of interest and the ultimate payment of principal) by S&P. Any credit rating, if so assigned by S&P, shall correspond with the credit rating assigned by S&P to prior Series of Bonds which remain outstanding under the Programme." 2. AGENCY AGREEMENT AND DISTRIBUTION AGREEMENT The following language included in Part B (Other Information) of the Form of Final Terms included in the Agency Agreement and the Distribution Agreement: "2. Ratings The Bonds have been initially rated: Standard & Poor s Rating Services, a division of The McGraw-Hill Companies, Inc. (S&P): [ ] Moody's Investors Service Limited (Moody's) [ ] S&P is not established in the European Union and is not registered in accordance with Regulation (EC) No. 1060/2009 of the European Parliament and of the Council of 16 September 2009 on credit ratings (as amended) (the CRA Regulation). Standard and Poor's is therefore not included in the list of credit rating agencies published by the European Securities and Markets Authority on its website in accordance with the CRA Regulation. Moody's Investors Service Limited is established in the European Union, registered under the CRA Regulation and included in the list of credit rating agencies published by the European Securities and Markets Authority on its website in accordance with the CRA Regulation. [Insert the legal name of any additional relevant credit rating agency entity(ies) and relevant ratings. If applicable, include applicable credit rating agency regulation disclosure.]", should be deemed to be replaced by: "2. Ratings 6

22 The Bonds have been initially rated: Moody's Investors Service Limited (Moody's) [ ] Moody's Investors Service Limited is established in the European Union, registered under the CRA Regulation and included in the list of credit rating agencies published by the European Securities and Markets Authority on its website in accordance with the CRA Regulation. [Insert the legal name of any additional relevant credit rating agency entity(ies) and relevant ratings. If applicable, include applicable credit rating agency regulation disclosure.]" 3. ACCOUNT BANK AGREEMENT Clause 9.1 (b)(ii)(b) (Termination Event) ("obtain a guarantee of its obligations under this Agreement complying with the then current S&P criteria on guarantees and from a financial institution having all of the Account Bank Required Ratings; or") shall be amended as follows: "(B) obtain a guarantee of its obligations under this Agreement from a financial institution having all of the Account Bank Required Ratings; or" 4. MASTER DEFINITIONS AND CONSTRUCTION AGREEMENT The definition of "Rating Agencies" contained in paragraph 1 (Definitions) of the Master Definitions and Construction Agreement shall be amended as follows: "Rating Agencies means Moody's and any other credit rating agency that assigns a solicited credit rating to Bonds issued under the Programme (each a Rating Agency);" 7