GUARANTEED SENIOR SECURED NOTES PROGRAMME issued by. GOLDMAN SACHS BANK (EUROPE) PLC incorporated with limited liability in Ireland,

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1 GUARANTEED SENIOR SECURED NOTES PROGRAMME issued by GOLDMAN SACHS BANK (EUROPE) PLC incorporated with limited liability in Ireland, GOLDMAN SACHS INTERNATIONAL incorporated with unlimited liability in England, and guaranteed by THE GOLDMAN SACHS GROUP, INC. a corporation organised under the laws of the State of Delaware, United States of America. Goldman Sachs Bank (Europe) Plc ( GSBE ) and Goldman Sachs International ( GSI, and together with GSBE, the Issuers, and each an Issuer ), subject to compliance with all relevant laws, regulations and directives, may each from time to time issue debt securities (the Notes ) under the programme (the Programme ) as described in this base prospectus (the Base Prospectus ) as may be supplemented or replaced from time to time under the terms and conditions of the Notes, as completed in the case of any series of Notes (each a Series ), by final terms (the Final Terms ) to this Base Prospectus. Notes of a Series will, in the circumstances described in the relevant Final Terms, give the holder of Notes (each a Noteholder ) thereof certain rights against the relevant Issuer as described herein and in the relevant Final Terms, which rights may include the right to have the principal amount of such Notes repaid by the relevant Issuer at maturity, the right to receive interest based on the principal amount of such Notes or otherwise, the right to receive a cash amount from such Issuer calculated in accordance with the relevant Final Terms or the right to receive delivery of a specified asset or assets against payment of a specified sum, all as more particularly described in the Final Terms. The Notes will be issued in such denominations as specified in the applicable Final Terms, save that the minimum denomination of each Note will be such amount as may be allowed or required from time to time by the relevant central bank (or equivalent body) or any laws or regulations applicable to the relevant currency specified in the Final Terms relating to the Notes of a Series and save that the minimum denomination of each Note admitted to trading on a regulated market situated or operating within the European Economic Area (the EEA ) and/or offered to the public in an EEA state in circumstances which require the publication of a prospectus under the Prospectus Directive will be 100,000 (or, if the Notes are denominated in a currency other than euro, the equivalent amount in such currency). The payment obligations of an Issuer in respect of any Series of Notes are secured on certain specified assets (the Collateral ), such Collateral being granted as a first priority security interest to The Bank of New York Mellon, acting through its London Branch, as trustee (the Trustee ), for the benefit and security of the Noteholders of a particular Series, pursuant to and as specified in an indenture dated 12 February 2009 (as amended and restated, supplemented or otherwise modified from time to time) (the Indenture ), and, where applicable, any additional security agreement between the relevant Issuer and The Bank of New York Mellon, acting through its London Branch. The payment of all obligations of any Issuer arising out of or under any Series of Notes are guaranteed by The Goldman Sachs Group, Inc. (the Guarantor ) in respect of all Series of Notes pursuant to a guaranty dated 11 March 2011 (the Guaranty ). The Guaranty will be a direct senior unsecured obligation of the Guarantor and will rank pari passu with the obligations of the Guarantor under its unsubordinated and unsecured obligations. The Base Prospectus has been approved by the Central Bank of Ireland, (the Central Bank ) as competent authority under the Prospectus Directive 2003/71/EC (the Prospectus Directive ). The Central Bank only approves this Base Prospectus as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Directive 2003/71/EC. Such approval has been sought for the purpose of giving information with regard to the issue of certain Notes under the Programme on and during the period of 12 months after the date hereof. Such approval relates only to Notes which are to be admitted to trading on the regulated market of the Irish Stock Exchange (the Irish Stock Exchange ) or other regulated markets for the purposes of Directive 2004/39/EC or which are to be

2 offered to the public in any member state (each a Member State ) of the European Economic Area ( EEA ). Application will be made to the Irish Stock Exchange for certain Notes issued under the Programme to be admitted to the official list (the Official List ) and trading on its regulated market. This Base Prospectus will be filed with the Irish Companies Registration Office in accordance with Regulation 38(1)(b) of the Prospectus (Directive 2003/71/EC) Regulations 2005 (the Prospectus Regulations ). However, unlisted Notes may be issued pursuant to the Programme. The relevant Final Terms, in the respect of any Series will specify whether or not the relevant Notes will be listed on the Irish Stock Exchange (or any other stock exchange). AN INVESTMENT IN THE NOTES MAY INVOLVE A HIGH DEGREE OF RISK, WHICH INVESTORS SHOULD ENSURE THEY FULLY UNDERSTAND. SEE RISK FACTORS ON PAGES 14 TO 19 OF THIS BASE PROSPECTUS. THE NOTES AND THE GUARANTY HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT ), AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT ( REGULATION S )). THIS BASE PROSPECTUS AND ANY FINAL TERMS ARE NOT FOR USE INSIDE, AND MAY NOT BE DELIVERED TO, THE UNITED STATES. THE CREDIT RATINGS INCLUDED OR REFERRED TO IN THIS BASE PROSPECTUS HAVE BEEN ISSUED, FOR THE PURPOSES OF REGULATION (EC) NO 1060/2009 AS AMENDED BY REGULATION (EU) NO 513/2011 (AS AMENDED, THE CRA REGULATION ), BY MOODY S INVESTORS SERVICE, INC. ( MOODY S ), FITCH, INC. ( FITCH ) AND STANDARD & POOR S FINANCIAL SERVICES LLC ( S&P ). NONE OF MOODY S, FITCH OR S&P IS ESTABLISHED IN THE EUROPEAN UNION AND NONE OF THEM HAS APPLIED FOR REGISTRATION UNDER THE CRA REGULATION. THE EUROPEAN SECURITIES AND MARKETS AUTHORITY ( ESMA ) IS CURRENTLY ASSESSING THE RELEVANT REGULATORY FRAMEWORK OF THE THIRD COUNTRIES FROM WHICH CREDIT RATING AGENCIES HAVE INDICATED THEIR INTENTION TO ENDORSE CREDIT RATINGS, WITH A VIEW TO VERIFYING COMPLIANCE WITH THE CRA REGULATION. SUBJECT TO THE FULFILMENT OF THE CONDITIONS SET OUT SET OUT IN ARTICLE 4(3) OF THE CRA REGULATION, A CREDIT RATING AGENCY ESTABLISHED IN THE EUROPEAN UNION AND REGISTERED IN ACCORDANCE WITH THE CRA REGULATION (AN EU CRA ) MAY ENDORSE (FOR REGULATORY PURPOSES IN THE EUROPEAN UNION) CREDIT RATINGS ISSUED OUTSIDE THE EUROPEAN UNION WHERE (I) THE CREDIT RATING ACTIVITIES RESULTING IN THE ISSUING OF THE CREDIT RATING ARE UNDERTAKEN IN WHOLE OR IN PART BY A CREDIT RATING AGENCY OR CREDIT RATING AGENCIES BELONGING TO THE SAME GROUP (A NON-EU CRA ); AND (II) THE EU CRA HAS VERIFIED AND IS ABLE TO DEMONSTRATE ON AN ONGOING BASIS TO ESMA THAT THE CONDUCT OF THE CREDIT RATING ACTIVITIES BY THE NON-EU CRA RESULTING IN THE ISSUING OF THE CREDIT RATING TO BE ENDORSED FULFILS REQUIREMENTS WHICH ARE AT LEAST AS STRINGENT AS THE REQUIREMENTS OF THE CRA REGULATION. ON 15 MARCH 2012, ESMA ANNOUNCED THAT IT CONSIDERS THE REGULATORY FRAMEWORK FOR CREDIT RATING AGENCIES IN THE UNITED STATES TO BE "AS STRINGENT AS" THE REQUIREMENTS OF THE CRA REGULATION. WHILE THE RECOGNITION PROCESS FOR THOSE NON-EU COUNTRIES IS ONGOING, CREDIT RATINGS ISSUED BY MOODY S, FITCH AND S&P CAN CONTINUE TO BE USED FOR REGULATORY PURPOSES FOR A TRANSITIONAL PERIOD ENDING ON 30 APRIL FOLLOWING THE EXPIRY OF THE TRANSITIONAL PERIOD ENDING ON 30 APRIL 2012, THE CREDIT RATINGS ISSUED BY MOODY'S, S&P AND FITCH MAY BE ENDORSED BY THE RELEVANT EU CRA FOR REGULATORY PURPOSES IN THE EUROPEAN UNION. THERE CAN BE NO ASSURANCE THAT SUCH ENDORSEMENTS OF THE CREDIT RATINGS ISSUED BY MOODY S, FITCH AND S&P WILL BE MADE. IN GENERAL, AND SUBJECT TO CERTAIN EXCEPTIONS, EUROPEAN INVESTORS ARE RESTRICTED FROM USING A CREDIT RATING FOR REGULATORY PURPOSES IF SUCH A CREDIT RATING IS NOT ISSUED BY A CREDIT RATING AGENCY ESTABLISHED IN THE EUROPEAN UNION AND 2

3 REGISTERED UNDER THE CRA REGULATION UNLESS THE RATING IS PROVIDED BY A CREDIT RATING AGENCY OPERATING IN THE EUROPEAN UNION BEFORE 7 JUNE 2010 WHICH HAS SUBMITTED AN APPLICATION FOR REGISTRATION IN ACCORDANCE WITH THE CRA REGULATION AND SUCH REGISTRATION IS NOT REFUSED. The date of this Base Prospectus is 4 May

4 IMPORTANT INFORMATION EACH OF THE ISSUERS ACCEPTS RESPONSIBILITY FOR THE INFORMATION CONTAINED IN THIS BASE PROSPECTUS AND, NOTWITHSTANDING THE FOREGOING, THE GUARANTOR ACCEPTS RESPONSIBILITY FOR THE INFORMATION RELATING TO ITSELF AND THE INFORMATION RELATING TO THE GUARANTEE. TO THE BEST OF THE KNOWLEDGE OF EACH OF THE ISSUERS AND THE GUARANTOR (WHO HAVE TAKEN ALL REASONABLE CARE TO ENSURE THAT SUCH IS THE CASE) THE INFORMATION CONTAINED IN THIS BASE PROSPECTUS IS IN ACCORDANCE WITH THE FACTS AND DOES NOT OMIT ANYTHING LIKELY TO AFFECT THE IMPORT OF SUCH INFORMATION. ANY PERSON (AN INVESTOR ) INTENDING TO ACQUIRE OR ACQUIRING ANY NOTES FROM ANY PERSON (AN OFFEROR ) SHOULD BE AWARE THAT, IN THE CONTEXT OF AN OFFER OF SECURITIES TO THE PUBLIC AS DEFINED IN ARTICLE 2(1)(D) OF THE PROSPECTUS DIRECTIVE, THE ISSUERS MAY BE RESPONSIBLE TO THE INVESTOR FOR THE BASE PROSPECTUS UNDER ARTICLE 6 OF THE PROSPECTUS DIRECTIVE ONLY IF THE ISSUER(S) HAS AUTHORISED THAT OFFEROR TO MAKE THE OFFER TO THE INVESTOR. EACH INVESTOR SHOULD THEREFORE ENQUIRE WHETHER THE OFFEROR IS SO AUTHORISED BY THE RELEVANT ISSUER. IF THE OFFEROR IS NOT AUTHORISED BY THE RELEVANT ISSUER, THE INVESTOR SHOULD CHECK WITH THE OFFEROR WHETHER ANYONE IS RESPONSIBLE FOR THE BASE PROSPECTUS FOR THE PURPOSES OF ARTICLE 6 OF THE PROSPECTUS DIRECTIVE IN THE CONTEXT OF THE OFFER TO THE PUBLIC, AND, IF SO, WHO THAT PERSON IS. IF THE INVESTOR IS IN ANY DOUBT ABOUT WHETHER IT CAN RELY ON THE BASE PROSPECTUS AND/OR WHO IS RESPONSIBLE FOR ITS CONTENTS IT SHOULD TAKE LEGAL ADVICE. THIS BASE PROSPECTUS SHOULD BE READ AND CONSTRUED TOGETHER WITH ANY SUPPLEMENTS HERETO AND WITH ANY OTHER DOCUMENTS INCORPORATED BY REFERENCE HEREIN AND THE RELEVANT FINAL TERMS. THIS BASE PROSPECTUS MAY ONLY BE USED FOR THE PURPOSES FOR WHICH IT HAS BEEN PUBLISHED. NEITHER THE ISSUERS NOR THE GUARANTOR INTENDS TO PROVIDE ANY POST-ISSUANCE INFORMATION OR HAVE AUTHORISED THE MAKING OR PROVISION OF ANY REPRESENTATION OR INFORMATION REGARDING THE ISSUERS, THE GUARANTOR OR THE NOTES OTHER THAN AS CONTAINED OR INCORPORATED BY REFERENCE IN THIS BASE PROSPECTUS, IN ANY OTHER DOCUMENT PREPARED IN CONNECTION WITH THE PROGRAMME OR ANY FINAL TERMS OR AS EXPRESSLY APPROVED FOR SUCH PURPOSE BY THE ISSUERS OR THE GUARANTOR. ANY SUCH REPRESENTATION OR INFORMATION SHOULD NOT BE RELIED UPON AS HAVING BEEN AUTHORISED BY THE ISSUERS OR THE GUARANTOR. THIS BASE PROSPECTUS OR ANY FINAL TERMS DO NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY NOTES OFFERED HEREBY BY ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH PERSON TO MAKE SUCH AN OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS BASE PROSPECTUS NOR THE DELIVERY OF ANY FINAL TERMS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES IMPLY THAT THERE HAS BEEN NO ADVERSE CHANGE IN THE FINANCIAL SITUATION OF THE ISSUERS OR THE GUARANTOR SINCE THE DATE HEREOF OR, AS THE CASE MAY BE, THE DATE UPON WHICH THIS BASE PROSPECTUS HAS BEEN MOST RECENTLY SUPPLEMENTED. THE DISTRIBUTION OF THIS BASE PROSPECTUS AND ANY FINAL TERMS AND THE OFFERING, SALE AND DELIVERY OF THE NOTES IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW. PERSONS INTO WHOSE POSSESSION THIS BASE PROSPECTUS OR ANY FINAL TERMS COMES ARE REQUIRED BY THE ISSUERS AND THE GUARANTOR TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS. FOR A DESCRIPTION OF CERTAIN RESTRICTIONS ON OFFERS, SALES AND DELIVERIES OF NOTES AND THE DISTRIBUTION OF THIS BASE PROSPECTUS, ANY FINAL TERMS AND OTHER OFFERING MATERIAL RELATING TO THE NOTES SEE SELLING RESTRICTIONS BELOW. NEITHER THIS BASE PROSPECTUS NOR ANY FINAL TERMS MAY BE USED FOR 4

5 THE PURPOSE OF AN OFFER OR SOLICITATION BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORISED OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION, AND NO ACTION HAS BEEN TAKEN OR WILL BE TAKEN TO PERMIT AN OFFERING OF THE NOTES OR THE DISTRIBUTION OF THIS BASE PROSPECTUS IN ANY JURISDICTION WHERE ANY SUCH ACTION IS REQUIRED. AN INVESTOR INTENDING TO ACQUIRE OR ACQUIRING ANY NOTES FROM AN OFFEROR WILL DO SO, AND OFFERS AND SALES OF THE NOTES TO AN INVESTOR BY AN OFFEROR WILL BE MADE, IN ACCORDANCE WITH ANY TERMS AND OTHER ARRANGEMENTS IN PLACE BETWEEN SUCH OFFEROR AND SUCH INVESTOR INCLUDING AS TO PRICE, ALLOCATIONS AND SETTLEMENT ARRANGEMENTS. THE RELEVANT ISSUER WILL NOT A BE PARTY TO ANY SUCH ARRANGEMENTS WITH INVESTORS IN CONNECTION WITH THE OFFER OR SALE OF THE NOTES AND, ACCORDINGLY, THIS BASE PROSPECTUS AND ANY FINAL TERMS WILL NOT CONTAIN SUCH INFORMATION AND AN INVESTOR MUST OBTAIN SUCH INFORMATION FROM THE OFFEROR. AN INVESTOR SHOULD CONDUCT SUCH INDEPENDENT INVESTIGATION AND ANALYSIS REGARDING THE RELEVANT ISSUER, THE GUARANTOR AND THE NOTES AS THEY DEEM APPROPRIATE TO EVALUATE THE MERITS AND RISKS OF AN INVESTMENT IN THE NOTES. INVESTORS SHOULD HAVE REGARD TO THE FACTORS DESCRIBED UNDER THE SECTION HEADED RISK FACTORS IN THIS BASE PROSPECTUS. THE NOTES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE SEC ) OR ANY STATE SECURITIES COMMISSION IN THE UNITED STATES OR REGULATORY AUTHORITY, NOR HAS THE SEC OR ANY STATE SECURITIES COMMISSION OR ANY REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR THE ADEQUACY OF THIS BASE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE. THE NOTES ARE NOT BANK DEPOSITS AND ARE NOT INSURED OR GUARANTEED BY THE UNITED STATES FEDERAL DEPOSIT INSURANCE CORPORATION, THE DEPOSIT INSURANCE FUND OR ANY OTHER GOVERNMENTAL AGENCY. THE NOTES ARE GUARANTEED BY THE GOLDMAN SACHS GROUP, INC. AND THE GUARANTY WILL RANK PARI PASSU WITH ALL OTHER UNSECURED AND UNSUBORDINATED INDEBTEDNESS OF THE GUARANTOR. UNLESS OTHERWISE DEFINED HEREIN, CAPITALISED TERMS USED IN THIS BASE PROSPECTUS HAVE THE MEANINGS SET OUT IN THE INDENTURE. 5

6 TABLE OF CONTENTS Page 1. OVERVIEW OF THE PROGRAMME RISK FACTORS USE OF PROCEEDS THE ISSUERS THE GUARANTOR BASE TERMS AND CONDITIONS OF THE NOTES FORM OF FINAL TERMS TAXATION SELLING RESTRICTIONS GENERAL INFORMATION

7 OVERVIEW OF THE PROGRAMME The following overview (the Overview ) should be read as an introduction to the Base Prospectus and is qualified in its entirety by the more detailed information appearing elsewhere in the Base Prospectus. Any decision to invest in the Notes should be based on consideration of the Base Prospectus as a whole by the Investor, including the documents incorporated by reference. Where a claim relating to the information contained in the Base Prospectus is brought before a court in an EEA Member State, the plaintiff Investor might, under the national legislation of the relevant EEA Member State, have to bear the costs of translating the Base Prospectus before the legal proceedings are initiated. Civil liability attaches to the persons who are responsible for the Overview but only if the Overview is misleading, inaccurate or inconsistent when read together with the other parts of the Base Prospectus. Terms used in this Overview but not defined have the meanings given to them elsewhere in the Base Prospectus, and unless otherwise defined in the Base Prospectus, capitalised terms used in the Base Prospectus shall have the meanings set out in the Indenture. Description of Programme... Subject to compliance with all relevant laws, regulations and directives, offerings of debt securities from time to time of Series of Notes by an Issuer, guaranteed by the Guarantor. Issuers... (1) Goldman Sachs Bank (Europe) Plc ( GSBE ) is a public company with limited liability under the laws of Ireland, with company registration number and registered address Second Floor, Hardwicke House, Upper Hatch Street, Dublin 2, Ireland. GSBE operates as a commercial and investment bank that engages in, among others things, banking business and financial services. GSBE is an indirect wholly owned subsidiary of the Guarantor; and Guarantor... Guaranty... Notes... Method of Issue... (2) Goldman Sachs International ( GSI, and together with GSBE, the Issuers, and each an Issuer ) is a private company with unlimited liability under the laws of England and Wales, with company registration number , and registered address Peterborough Court, 133 Fleet Street, London, EC4A 2BB. GSI is a leading global investment banking, securities and investment management firm that provides a wide range of financial services to a substantial and diversified client base that includes corporations, financial institutions, governments and high-net-worth individuals. The Goldman Sachs Group, Inc. ( GS Group, otherwise the Guarantor ) is a Delaware corporation with registration number and business address, 200 West Street, New York, New York The Guarantor is a leading global investment banking, securities and investment management firm that provides a wide range of financial services to a substantial and diversified client base that includes corporations, financial institutions, governments and high-net-worth individuals. The payment of obligations of the Issuers arising out of or under all Series of Notes will be unconditionally and irrevocably guaranteed by GS Group under a guaranty dated 11 March 2011 in favour of the Trustee for the benefit of itself and the Noteholders of any Series, the form of which is set out herein (the Guaranty ). The Guaranty is a direct senior unsecured obligation of GS Group and will rank pari passu with the obligations of the Guarantor under its unsubordinated and unsecured obligations. The Notes of each Series (the Notes ) are senior secured direct obligations of the relevant Issuer, ranking pari passu between themselves, and issued pursuant to the Indenture. The principal amount of Notes and number of Series of Notes that may be issued under the Indenture is not limited by the Indenture. The Notes will be issued in series (each a Series ), having one or more issue dates and on terms otherwise identical (or identical other than in respect of the first payment of interest), the Notes of each Series being intended to be interchangeable with all other Notes of that Series. The specific terms of each Series will be set out in a Final Terms supplement to this Base Prospectus, which shall supplement the base terms and conditions of the Notes as set out in the Indenture, and as described herein (the Base Terms and Conditions ). 7

8 Trustee... Currency... Maturity Date... Call Right... Put Option... The Bank of New York Mellon, acting through its London Branch (the Trustee ) is a New York banking corporation and its corporate trust office in the United Kingdom is located at One Canada Square, London E14 5AL. Pursuant to the Indenture, a first priority security interest in all of the Issuers right, title and interest in collateral securing the relevant Issuer s obligations under the Notes will be granted to the Trustee, on behalf of the Noteholders. Subject to compliance with all relevant laws, regulations and directives, Notes may be issued in any currency, as specified in the relevant Final Terms. Subject to compliance with all relevant laws, regulations and directives, Notes may be issued with any maturity, as specified in the relevant Final Terms. If specified in the Final Terms, the Notes may be callable on any Business Day in whole but not in part on or after a nominated Interest Payment Date. Unless otherwise specified in the Final Terms, called Notes may be redeemed without breakage at a price equal to the sum of (a) 100 per cent. of the Note principal amount and (b) any accrued and unpaid interest on the Note principal amount to but excluding the relevant call date. If specified in the Final Terms, the Notes may provide the Noteholder with the right to require the relevant Issuer to redeem the Notes, in whole but not in part, by written notice to the relevant Issuer prior to a nominated Interest Payment Date. Upon the Noteholder exercising such right, the Issuer will be required to redeem the Notes on the following Interest Payment Date at par plus accrued and unpaid interest thereon. Issue Price... The Notes will be sold at the price specified in the Final Terms. Interest... Registrar, Paying Agent and Calculation Agent... Eligible Transactions... The Notes may be issued on a fixed rate or a floating rate basis, as specified in the relevant Final Terms. The Trustee will be appointed as the Issuers Registrar. GSI will be appointed as the Issuers Calculation Agent with respect to the determination of the interest rate on the Notes. The Bank of New York Mellon, acting through its London Branch, will be appointed as the Issuers Paying Agent with respect to the payments of the interest payable on the Notes. The relevant Issuer will use the proceeds from the issuance of each Series to enter into Eligible Transactions with Eligible GS Entities, pursuant to which certain assets will be sold or pledged to such Issuer, or, where applicable, otherwise enter into Eligible Derivatives Agreements which will be pledged by the relevant Issuer. These transactions and the assets related thereto will serve as collateral for such Series. Eligible GS Entity means any entity wholly owned and controlled, directly or indirectly, by GS Group. Indenture Collateral Each Series will be separately secured by the relevant Issuer s grant to the Trustee, pursuant to the Indenture, for the benefit of the Noteholders of such Series of a first priority security interest in the Issuer s rights in the Eligible Transactions and the assets acquired and/or pledged to the Issuer thereunder. Those assets may include: (i) the assets purchased by and pledged to the Issuer in transactions under any master repurchase agreement (each a Repo ) between the Issuer and an Eligible GS Entity entered into solely with respect to such Series and the Issuer s rights under such agreement; (ii) the assets pledged to the Issuer as collateral for any secured loan (each a Secured Loan ) made by the Issuer to an Eligible GS Entity solely with respect to such Series and the Issuer s rights under such loan; (iii) any Eligible Securities of GSI held in a Securities Account opened solely with respect to such Series, held with the Trustee on a custodian basis, 8

9 pursuant to a securities agreement, and any payments related thereto; (iv) any Eligible Investments purchased solely with respect to such Series; (v) any Currency Swap Transaction entered into solely with respect to such Series and the Issuer s rights in any collateral pledged to secure the obligations of the Swap Counterparty (as defined below); and Collateral Pool... (vi) any account in which any of the assets listed in (i) to (v) above may be deposited. Additional Collateral In addition, any Series may be separately or additionally secured by the relevant Issuer s grant to the Trustee, pursuant to any Additional Security Agreement, for the benefit of the Noteholders of such Series of a first priority security interest in the Issuer s rights in certain other assets held by the Issuer. Those assets may include: (i) certain agreements relating to derivative transactions between the relevant Issuer and a derivatives counterparty and related assets; and (ii) certain bank loan agreements held by the relevant Issuer made between the relevant Issuer and a borrowing counterparty. Each time the relevant Issuer issues a Series, it intends to invest an amount equal to the principal amount of such Series in any combination, as specified in the Final Terms, of the investments listed below. The Issuer may change the mix of such investments from time to time based on such considerations as it deems relevant. 1. Bank Loan Repos: Participation Interests in Bank Loans purchased or cash pledged or sold under a master repurchase agreement entered into between an Issuer and an Eligible GS Entity solely with respect to such Series. 2. Mortgage Loan Repos: Mortgage Loans purchased or cash pledged under a master repurchase agreement entered into between an Issuer and an Eligible GS Entity solely with respect to such Series. 3. Securities Repos: Purchased Securities purchased or sold under a master repurchase agreement entered into between an Issuer and an Eligible GS Entity solely with respect to such Series. 4. Loans Secured by Bank Loans: One or more loans made by an Issuer to an Eligible GS Entity that are secured by a first priority security interest in all of such borrower s rights in a specified principal amount of each Pledged Bank Loan identified by the borrower from time to time, and any proceeds of the foregoing. 5. Loans Secured by Derivative Receivables: One or more loans made by the relevant Issuer to an Eligible GS Entity that are secured by a first priority security interest in all of such borrower s rights in or under (i) specified Derivative Receivables pledged to a Collateral Agent for the benefit of such borrower s funding counterparties, including the relevant Issuer, and allocated to such loan (ii) the portion of any amounts credited to a controlled account maintained by the Collateral Agent for the benefit of such borrower s funding counterparties (including the relevant Issuer) attributable to termination payments made in respect of Derivative Receivables allocated to such loan and (iii) cash pledged to a controlled account of such borrower maintained for the benefit of the Issuer. 6. Eligible Securities: One or more debt and equity securities and other instruments and intangible assets (including instruments representing the right to receive, purchase or subscribe to the foregoing or representing other rights or interests in the foregoing) held by GSI as Issuer ( Eligible Securities ), as may 9

10 Eligible Custodian... Currency Hedging Requirements... be agreed from time to time by the Trustee and which shall be from time to time delivered to or received by the Trustee and/or any sub-custodian for deposit in a designated Securities Account, pursuant to the GSI Securities Agreement. 7. Eligible Investments: Certain specified investments as defined within the Indenture (the Eligible Investments ), whereby the proceeds received from repurchases of assets under a repo or payments received under a secured loan, any currency swap transactions, any eligible securities, or any specified investments as set forth in the Indenture securing a Series are used to (i) purchase additional assets pursuant to a new or existing master repurchase agreement, (ii) lend to an Eligible GS Entity under a new or existing secured loan (iii) pending reinvestment in repos or secured loans, purchase any of the obligations, loans or other Eligible Investments (iv) purchase Eligible Securities in the case of GSI as Issuer (v) acquire Eligible Bank Loans in the case of GSBE as Issuer, which form security for a Series of Notes. 8. Eligible Derivatives Agreements: One or more master agreements or standalone agreement, between GSI as Issuer and a derivatives counterparty, relating to derivative transactions, regardless of governing law, in each case including any amendments, annexes, schedules, credit support documents and confirmations relating to any of the foregoing pursuant to the GSI Derivatives Security Agreement. 9. Eligible Bank Loans: One or more corporate secured or unsecured bank loans held by GSBE as Issuer, the contractual right to receive the income relating to the bank loan, funded portions of revolving or delayed drawdown credit facilities, participations or sub-participations in any such loans or facilities, divided or undivided interests in any of the foregoing or pools thereof, or the contractual rights granted by the bank loan counterparty to receive the income related to the foregoing pursuant to the GSBE Bank Loans Security Agreement. In respect of any underlying assets that are the subject of Collateral or Additional Collateral, the relevant Issuer may enter into an Eligible Custody Agreement with an Eligible Custodian pursuant to which such assets may be held on behalf of the relevant Issuer. At the time of issuance of the Notes, the Issuer may, in its sole discretion: (i) enter into a Currency Swap Agreement, pursuant to which amounts of Note Currency and USD are exchanged, and apply the USD proceeds thereof to acquire the USD Collateral, or (ii) apply an amount equal to the proceeds from the issuance of such Notes to acquire the Note Currency Assets, under which the payment obligations owing to the Issuer are denominated and payable in the Note Currency to secure the Notes. The Issuer may subsequently terminate a Currency Swap Agreement entered into at issuance, in which case it will use all proceeds from the termination of such Currency Swap Agreement to acquire Note Currency Asset. Events of Default... Each of the following will constitute an Event of Default for a Series: (i) failure by an Issuer to pay interest on any Note of such Series when due and payable, which failure continues for 30 days, unless the Guarantor shall have made a payment under the Guaranty applicable to such Series in the amount of such defaulted payment on or prior to such 30 th day; (ii) failure by an Issuer to pay principal of any outstanding Note of such Series when due and payable, unless the Guarantor shall have made a payment under the Guaranty applicable to such Series in the amount of such defaulted payment on or prior to the relevant payment date; (iii) failure by the Guarantor in making (a) any payment due under the 10

11 Redemption of Affiliate Notes... Rating... Listing... The Offering... Guaranty applicable to such Series in respect of principal of any Note of such Series, when and as the same shall become due and payable, or (b) any payment due under the Guaranty in respect of interest on any outstanding Note of such Series, when and as the same shall become due and payable, and such default shall have continued for 30 days; (iv) as of any date of determination, the aggregate margin value of the collateral securing such Series is less than the required margin value with respect to such Series, and such default continues for a period of four Business Days (or shorter period specified in the Final Terms) after the earlier of (a) receiving notice of such deficiency from the Trustee or (b) the first Business Day after the relevant Issuer obtains actual knowledge of a continuing deficiency that is not apparent from information furnished to the Trustee by the Repo counterparties and Secured Loan borrowers; and (v) certain events of insolvency or bankruptcy, whether voluntary or not, with respect to an Issuer or the Guarantor. If an Event of Default (other than an Event of Default described in clause (v) above) shall have occurred, unless all Events of Default shall theretofore have been remedied, the Trustee may and at the written direction of a majority-ininterest of the holders of the Notes of the Series affected, the Trustee shall, declare the Notes of such Series to be due and payable. If an Event of Default described in clause (v) above shall occur, all outstanding Notes of all Series under the Indenture shall automatically become due and payable. If such an acceleration should occur, the Trustee is required to demand that the relevant Issuer transfer to the Trustee any Collateral in respect of the affected Series not in the possession of the Trustee and sell or cause the sale of such Collateral received from the Issuer and all other collateral in its possession at public or private sales. If any Notes of a Series are held or beneficially owned by an affiliate of the relevant Issuer, such Issuer will have the right pursuant to the Indenture to redeem such Notes without offering to redeem, or prior to redeeming, Notes held or beneficially owned by any other holders. Notes of a Series held by an affiliate of such Issuer will not be considered outstanding for purposes of any request, demand, authorisation, direction, notice, consent or waiver under the Indenture, as more fully set forth therein. On or about the Issue Date, the Notes of a Series will be rated by at least one of Fitch, Moody s and S&P. Any change in a rating assigned by Fitch, Moody s or S&P to the senior unsecured debt securities of GS Group and/or the relevant Issuer (where it is lower) is likely to result in a similar change in the rating assigned by such rating agency to the Notes. A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision at any time. Please refer to the disclosure on pages 2 and 3 of this Base Prospectus for further details. Where specified in the relevant Final Terms, application will be made for a Series of Notes to be admitted to the Official List of the Irish Stock Exchange and traded on its regulated market. Otherwise such Series of Notes shall remain unlisted. The Notes will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act ). The Notes are being offered for sale solely to certain non-u.s. persons in offshore transactions in reliance on Regulation S under the Securities Act ( Regulation S ). Each purchaser of the Notes will be required to represent that it is a non-u.s. person within the meaning of Regulation S and that it is purchasing its Notes in an offshore transaction as defined in Regulation S. 11

12 Clearing Systems... Global Note Provisions... Transfer and Exchange of Notes... Unless otherwise specified in the Final Terms, the Notes shall be cleared through Euroclear, Belgium and Clearstream Luxembourg. Each Global Registered Note may (i) be registered in the name of the Common Depositary or the nominee of the Common Depositary, (ii) be delivered to the Common Depositary, and (iii) bear the appropriate legend, as set forth in the Indenture. Each Global Bearer Note shall (i) be held by the Trustee in its capacity as the custodian and (ii) bear the appropriate legend, as set forth in the Indenture. The Trustee shall issue a Book-Entry receipt to the Common Depositary in respect of each Global Bearer Note. Owners of beneficial interest in any of the Global Bearer Notes shall not be entitled to exchange their interests for Notes in definitive certificated form except as provided in the Indenture. Global Registered Notes: The Global Registered Notes can be transferred in whole, but not partially. Such transfers are limited to a nominee of the Common Depositary or to a successor of the Common Depositary or such successor s nominee. An owner of the beneficial interest in a Global Registered Note may, subject to the rules and procedures of Euroclear or Clearstream, as the case may be, transfer all or part of such interest provided that (i) such transfer is not made to a U.S. Person (as defined in Regulation S) or for the account or benefit of a U.S. Person (as defined in Regulation S) and is effected through Euroclear or Clearstream in an offshore transaction as required by Regulation S and (ii) such transferee shall be deemed to have made the applicable certifications set forth in the Indenture. Beneficial Interests in the Global Registered Notes may be exchanged for Definitive Registered Notes only under the limited circumstances described in the Indenture. Global Bearer Notes: Definitive Registered Notes shall be issued to all owners of beneficial interests in a Global Bearer Note in exchange for such interests in the event of occurrence of certain specified events as described in the Indenture. Subject to the foregoing, transfer of a Global Bearer Note shall be limited to transfers of such Global Bearer Note in whole, but not in part, to a successor Trustee that is a Book-Entry Registrar. Denomination..... Unless otherwise provided in the Final Terms related to Notes of a given Series, the Notes of a Series will be issued and transferable in minimum denominations of Euro 500,000 and integral multiples of Euro 500,000 in excess thereof and the Notes of a Non-USD Series will be issued and transferable in the approximate USD equivalent thereof (as determined by the relevant Issuer) as set forth in such Final Terms. For the avoidance of doubt, the minimum denomination of each Note will be such amount as may be allowed or required from time to time by the relevant central bank (or equivalent body) or any laws or regulations applicable to the relevant currency specified in the Final Terms relating to the Notes of a particular Series and save that the minimum denomination of each Note admitted to trading on a regulated market situated or operating within the EEA and/or offered to the public in an EEA state in circumstances which require the publication of a prospectus under the Prospectus Directive will be 100,000 (or, if the Notes are denominated in a currency other than euro, the equivalent amount in such currency). Subscription and Sale... No registration or other action will be taken by the relevant Issuer to permit any offering or sale of the Notes to any person in any jurisdiction where such action is required. Purchasers of the Notes will be required to give suitable representations to satisfy the relevant Issuer that the sale of Notes to them will be lawful. Certain Tax Considerations... Payments of principal and interest in respect of the Notes will be made free of Irish withholding taxes and deposit interest retention tax ( DIRT ), U.K. withholding taxes and United States withholding taxes, unless such deductions are required by law. In the event such withholding tax or DIRT applies, the relevant Issuer will not gross up or otherwise pay additional amounts. For a full description of the Irish and U.K. tax analysis, see Taxation on pages of this Base Prospectus. 12

13 ERISA Considerations... Governing Law... Certain Risk Factors... Additional Notes... Placement of the Notes will be restricted to persons that are not acting on behalf of (and for so long as it holds any Note or any interest therein will not be acting on behalf of) (1) an employee benefit plan (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ( ERISA )) that is subject to Title I of ERISA, (2) a plan (as defined in Section 4975(e)(1) of the Internal Revenue Code 1986 (the Code )) to which Section 4975 of the Code applies, (3) an entity whose underlying assets include the assets of such an employee benefit plan or plan, or (4) a foreign, governmental or church plan that is subject to any non-u.s., federal, state or local law that is similar to the applicable provisions of ERISA or the Code with respect to the treatment of plan assets or prohibited transactions. The Indenture, the Notes and the Guaranty will be governed by and construed in accordance with the law of the State of New York. Investment in the Notes of a Series may involve a certain degree of risk. See Risk Factors on pages 14 to 19 of this Base Prospectus. Each of the Issuers is part of the GS Group of companies and may be affected by uncertain or unfavourable economic, market, legal and other conditions that are likely to affect the GS Group of companies as a whole, including GS Group s ability to perform its payment obligations as a Guarantor. The risks relating to GS Group can be found in GS Group s 2011 Form 10-K, Part I, Item 1A in the section titled Risk Factors on pages 21-34, which is incorporated by reference. These risks remain subject to any update or modification to risks referenced in Guarantor filings made with the United States Securities and Exchange Commission (the SEC ) subsequent to the date of this Base Prospectus. The Indenture permits the Issuer to issue additional Notes of a Series at any time, provided that such Notes rank pari passu with outstanding Notes of the same Series. 13

14 RISK FACTORS This Base Prospectus does not describe all of the risks of an investment in the Notes. The Issuers and the Guarantor disclaim any responsibility to advise Investors of such risks as they change from time to time. Further, none of the Issuers or the Guarantor makes any representations as to (i) the suitability of any Notes for any particular Investor, (ii) the appropriate accounting treatment or possible tax consequences of an investment in any Notes or (iii) the expected performance of any Notes, either in absolute terms or relative to competing investments. Prospective Noteholders should obtain their own independent accounting, tax and legal advice and should consult their own professional investment advisor to ascertain the suitability of the Notes as an investment and should conduct such independent investigation and analysis regarding the risks and cash-flows associated with the Notes as they deem appropriate to evaluate the merits and risks of an investment in the Notes. In particular, prospective Noteholders should note that an investment in the Notes is only suitable for persons who (i) have the knowledge and experience in financial and business matters necessary to enable them to evaluate the information contained in the Base Prospectus and Final Terms and the risks of the Notes in the context of their own financial, tax and regulatory circumstances and investment objectives; (ii) are able to bear the economic risk of an investment in the Notes for an indefinite period of time; (iii) are acquiring the Notes for their own account for investment, not with a view to resale and (iv) recognise it may not be possible to transfer the Notes for a substantial period of time, if at all. Risks related to the Issuers and the Guarantor Creditworthiness This risk factor applies to each of the Issuers and the Guarantor. Each of the Issuers and the Guarantor is a member of the GS Group of companies, and as such may be affected by uncertain or unfavourable economic, market, legal and other conditions that are likely to affect the GS Group of companies as a whole, including the Guarantor s ability to perform its payment obligations under the Guaranty. The risks relating to GS Group have been incorporated by reference and can be found in GS Group s 2011 Form 10-K, Part I, Item 1A in the section titled Risk Factors on pages These risks remain subject to any update or modification to risks referenced in GS Group filings made with the SEC subsequent to the date of this Base Prospectus, pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act Actual or anticipated changes in the credit ratings of GS Group may affect the value of a security. Irish Law- fixed and floating charges The essence of a fixed charge is that the person creating the charge does not have liberty to deal with the assets which are the subject matter of the security in the sense of disposing of such assets or expending or appropriating the moneys or claims constituting such assets and accordingly, if and to the extent that such liberty is given to GSBE any charge constituted by the Indenture may operate as a floating, rather than a fixed charge. In particular, the Irish courts have held that in order to create a fixed charge on receivables it is necessary to oblige the chargor to pay the proceeds of collection of the receivables into a designated bank account and to prohibit the chargor from withdrawing or otherwise dealing with the monies standing to the credit of such account without the consent of the chargee. Depending upon the level of control actually exercised by the chargor, there is therefore a possibility that security created over GSBE s assets may be regarded by the Irish courts as a floating charge. Floating charges have certain weaknesses, including the following: (i) (ii) (iii) (iv) they have weak priority against purchasers (who are not on notice of any negative pledge contained in the floating charge) and the chargees of the assets concerned and against lien holders, execution creditors and creditors with rights of set-off; they rank after certain preferential creditors, such as claims of employees and certain taxes on winding-up; they rank after certain insolvency remuneration expenses and liabilities; the examiner of a company has certain rights to deal with the property covered by the floating charge; and 14

15 (v) they rank after fixed charges. English law fixed and floating charges Pursuant to the terms of the Indenture, the Issuer has purported to grant a fixed security interest over the Collateral. The law in England and Wales relating to the characterisation of a fixed security interest is unsettled. The fixed security interest purported to be granted by the Issuer (other than by way of assignment in security) may take effect under English law as a floating charge only, if, for example, it is determined that the Trustee does not exert sufficient control over the secured assets. If the security interest takes effect as a floating charge instead of a fixed charge, then, as a matter of law, certain claims would have priority over the claims of the Trustee in respect of the floating charge assets. In particular, the expenses of any winding up or administration, and the claims of any preferential creditors, would rank ahead of the claims of the Trustee in this regard. The Enterprise Act 2002 abolished the preferential status of certain Crown debts (including the claims of the U.K. tax authorities). However, certain employee claims (in respect of contributions to pension schemes and wages) still have preferential status. Examinership Examinership is a court procedure available under the Irish Companies (Amendment) Act, 1990, as amended (the 1990 Act ) to facilitate the survival of Irish companies in financial difficulties. During the period of examinership, an examiner will formulate proposals for a compromise or scheme of arrangement to assist the survival of the company or the whole or any part of its undertaking as a going concern. The primary risks to the holders of Notes if an examiner were appointed to GSBE are as follows: (a) (b) (c) the potential for a compromise or scheme of arrangement being approved involving the writing down or rescheduling of the debt due by GSBE to the Noteholders; the potential for the examiner to seek to set aside any negative pledge in the documents pertaining to the Notes prohibiting the creation of security or the incurring of borrowings by GSBE to enable the examiner to borrow to fund GSBE during the protection period; and in the event that a scheme of arrangement is not approved and GSBE subsequently goes into liquidation, the examiner s remuneration and expenses (including certain borrowings incurred by the examiner on behalf of the Issuer and approved by the Irish High Court) will take priority over the monies and liabilities which from time to time are or may become due, owing or payable by GSBE to each of the secured creditors under the Notes. It is possible that Section 5(2)(f) of the 1990 Act may have the effect of prohibiting enforcement of the Guarantor s obligations under the Guaranty during any period where GSBE is in examinership. Directions by the Central Bank to Banking Licence Holders Under Section 21 of the Central Bank Act, 1971 (as amended by Section 38 of the Central Bank Act, 1989 and as further amended by the Central Bank Act and Financial Services Authority of Ireland Act, 2004) (the Central Bank Act 1971 ), where the Central Bank is satisfied that it is in the public interest to do so or that one of a number of circumstances has occurred in relation to the holder of a banking licence (which can include an Irish branch of an EU credit institution), it may give a written direction to the licence holder requiring the holder to suspend, for a specified period not exceeding six months, any specified banking activity except as authorised by the Central Bank. The term banking activity includes the making of payments other than those that are specifically connected with the carrying on of banking business. The circumstances in which a direction may be given include where the Central Bank is satisfied that the licence holder has become or is likely to become unable to meet its obligations to its creditors. It is possible for the Central Bank to extend a direction for up to a 12- month period. 15

16 While the direction has effect, no winding up or bankruptcy proceedings may be commenced in relation to the licence holder, unless approved by the Irish courts. A scheme may also be prepared during this time in respect of the orderly termination of the banking business of the licence holder and this would have to be submitted for approval to the Central Bank. In the event that a holder of a licence fails to comply with a direction under Section 21 of the Central Bank Act 1971 or fails to comply with the terms of a scheme approved by the Central Bank, then the Irish courts have wide powers to make such orders as they think appropriate, including an order to wind up the licence holder. Risks related to the Market Limited Liquidity Although application will be made to admit the Notes on the Official List of the Irish Stock Exchange and admit them to trading on the regulated market of the Irish Stock Exchange, the Notes may have no liquidity. An investor must be prepared to hold them until maturity. GSI and its affiliates do not intend to make a market in the Notes and accordingly a secondary market is unlikely to develop. In addition, the Notes are subject to certain transfer restrictions and can only be transferred to certain transferees meeting specified criteria. Such restrictions on the transfer of Notes may further limit their liquidity. Consequently, an investor in the Notes must be prepared to hold the Notes for an indefinite period of time or until their scheduled maturity date. Price discrepancies in secondary market The value or quoted price of the Notes at any time will reflect many factors and cannot be predicted, and if a purchaser sells his or her Notes prior to its maturity, such purchaser may receive less than its issue price. Such factors, most of which are beyond the control of the Issuers, will influence the market price of the Notes, and will include national and international economic, financial, regulatory, political, terrorist, military and other events that affect securities generally, interest and yield rates in the market, the time remaining until the Notes mature, the creditworthiness of the relevant Issuer and the Guarantor, whether actual or perceived, and including actual or anticipated upgrades or downgrades in the credit rating of the Guarantor, and, if applicable, the performance of the Collateral. Furthermore, if any purchaser sells their Notes, the purchaser will likely be charged a commission for secondary market transactions, or the price will likely reflect a dealer discount. Risks related to the Notes and Collateral Custody of Assets and Exercise of Remedies An Issuer will neither take possession of any assets sold or pledged to it under any Repo or pledged to it under a Secured Loan nor deliver, to the extent capable of being delivered, any such asset to the Trustee prior to an Event of Default. Except for certain supplemental assets or interests in a cash account, all such assets will continue to be held by the Repo counterparties, Secured Loan borrower or a custodian, as applicable. In the event of a default by a Repo counterparty or Secured Loan borrower, it is highly unlikely that the relevant Issuer (or the Trustee acting on its own and the Noteholders behalf after an Event of Default) will be able to obtain possession of such assets for purposes of exercising remedies thereunder or to become the lender of record or mortgagee, as applicable, in respect of assets purchased or pledged thereunder. Collection Risk The ability of the Repo counterparty or Secured Loan borrower and, in turn, the relevant Issuer (or the Trustee acting on its own and the Noteholders behalf after an Event of Default), to collect amounts due from an obligor (the Underlying Obligor ) in respect of assets purchased under a Repo or pledged to secure a Secured Loan is subject to certain risks. These include, but are not limited to, (i) the default or bankruptcy of the Underlying Obligor, (ii) the assertion by the Underlying Obligor of contractual or legal defenses to its payment obligation and (iii) the difficulty of enforcing payment obligations against an Underlying Obligor or its assets in foreign jurisdictions. As with assets under hold in custody repurchase transactions generally, the assets securing a Series of Note and held by a Repo counterparty or a Secured Loan borrower will at times be commingled with 16