Broad Street Loan Partners 2013 Europe, L.P

Broad Street Loan Partners 2013 Europe, L.P. (a Scottish limited partnership registered under the United Kingdom Limited Partnerships Act 1907 with registration number SL12497)

$491,894,690 principal amount of U.S. dollar denominated Class A-2 Notes due 2020 €308,658,096 principal amount of Euro denominated Class A-2 Notes due 2020

The assets securing the Class A-2 Notes will consist primarily of a portfolio of loans and senior secured and unsecured notes as described herein in respect of which Goldman, Sachs & Co. is acting as collateral servicer (the “Collateral Servicer”).

Broad Street Loan Partners 2013 Europe, L.P. (the “Issuer”) has issued $491,894,690 principal amount of senior secured delayed draw U.S. dollar denominated Class A-2 Notes due 2020 and €308,658,096 principal amount of senior secured delayed draw Euro denominated Class A-2 Notes due 2020 (collectively, the “Class A-2 Notes”).

Application has been made for the Class A-2 Notes to be admitted to the Official List of the Irish Stock Exchange (the “Official List”) and traded on the Global Exchange Market of the Irish Stock Exchange (the “Global Exchange Market”). This Supplemental Offering Memorandum dated September 18, 2014 (this “Supplemental Memorandum”) must be read in conjunction with the Confidential Offering Memorandum of the Issuer dated February 2013 (attached as Exhibit A) (as amended and supplemented from time to time, including the First Supplement dated May 2013 (attached as Exhibit B) (“Supplement 1”), the Second Supplement dated June 2013 (attached as Exhibit C) (“Supplement 2”), the Third Supplement dated July 2013 (attached as Exhibit D) (“Supplement 3”), and the Fourth Supplement dated June 2014 (attached as Exhibit E) (“Supplement 4”), collectively, the “Memorandum”). For the avoidance of doubt, the information in each Exhibit is accurate only as of the date on the cover page of such Exhibit. The Supplemental Memorandum and the Memorandum together comprise the listing particulars (the “Listing Particulars”) for the purposes of this application and have been approved by the Irish Stock Exchange. For the avoidance of doubt, this Listing Particulars does not comprise a prospectus for the purposes of the Directive 2003/71/EC (the “Prospectus Directive”) and has not been reviewed or approved by the Central Bank of Ireland (the “Central Bank”). For the avoidance of doubt, all references to the Confidential Offering Memorandum, Supplement 1, Supplement 2, Supplement 3 and Supplement 4 being confidential do not relate to their inclusion in this Listing Particulars. All references to the “Irish Stock Exchange Limited” in the Confidential Offering Memorandum, Supplement 1, Supplement 2, Supplement 3 and Supplement 4 should be taken to read “Irish Stock Exchange Plc” for the purposes of this Listing Particulars.

The Issuer accepts responsibility for the information contained in this Listing Particulars. To the best of the knowledge and belief of the Issuer (which has taken all reasonable care to ensure that such is the case), such information is in accordance with the facts and does not omit anything likely to affect the import of such information.

September 18, 2014

1 Page 1 of 150 TABLE OF CONTENTS

Page

Supplemental Memorandum...... 1

Confidential Offering Memorandum of the Issuer dated February 2013...... 10

First Supplement dated May 2013...... 137

Second Supplement dated June 2013...... 141

Third Supplement dated July 2013...... 143

Fourth Supplement dated June 2014...... 147

2 Page 2 of 150 Introduction

The information appearing in this Supplemental Memorandum is supplemental to, forms part of and must be read and construed in conjunction with the Memorandum. Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Memorandum or in the indenture dated as of June 28, 2013 (as amended, the “Indenture”) under which the Class A-2 Notes were issued. To the extent that there is any inconsistency between any statement in (a) this Supplemental Memorandum or (b) any statement in the Memorandum, the statements in (a) will prevail.

The Class A-2 Notes

Closings

On June 27, 2014, the Issuer issued $491,894,690 principal amount of senior secured delayed draw U.S. dollar denominated Class A-2 Notes due 2020 and €308,658,096 principal amount of senior secured delayed draw Euro denominated Class A-2 Notes due 2020.

The Class A-2 Notes will rank pari passu without any preference among themselves for all purposes. The Maturity Date of the Class A-2 Notes is June 28, 2020.

Minimum Denominations

The U.S. Dollar denominated Class A-2 Notes are issued in minimum denominations of $250,000 and integral multiples of $1,000 in excess thereof (other than fractional amounts as a result of the stated aggregated principal amount of the U.S. Dollar denominated Class A-2 Notes). The Euro denominated Class A-2 Notes are issued in minimum denominations of €200,000 and integral multiples of €1,000 in excess thereof (other than fractional amounts as a result of the stated aggregated principal amount of the Euro denominated Class A-2 Notes).

ISINs

The International Securities Identification Number (“ISIN”) for the Class A-2 Notes is as follows:

US$ Class A-2 Notes GB00BQT3W166

Euro Class A-2 Notes GB00BQT3W273

Use of Proceeds

The Issuer may use the proceeds from the issuance of the Class A-2 Notes primarily to purchase a portfolio of loans and senior secured and unsecured notes.

Interest

Determination of Interest Rate

The Collateral Servicer has been designated by the Issuer to determine LIBOR and EURIBOR for each Interest Accrual Period. The Collateral Servicer will determine LIBOR and EURIBOR for each Interest Accrual Period on the second business day preceding the first day of each Interest Accrual Period (each, an “Interest Determination Date”). The Issuer shall or shall require the Collateral Servicer to provide to The Bank of New York Mellon in its capacity as trustee (the “Trustee”) the interest rate pertaining to each payment date with respect to the Class A-2 Notes (each, a “Payment Date”) on the Interest Determination Date preceding the current Payment Date.

3 Page 3 of 150 “LIBOR” for any Interest Accrual Period will be determined by the Collateral Servicer on the second London banking day prior to the first day of such Interest Accrual Period (the “LIBOR Determination Date”) in accordance with the following provisions:

(i) LIBOR for any Interest Accrual Period shall equal the rate, as determined by the Collateral Servicer, for the one-month term which appears on BLOOMBERG Screen LR (or any replacement page thereof) as reported by Reuters at approximately 11:00 a.m., London time on the LIBOR Determination Date; or

(ii) if, on any LIBOR Determination Date, such rate does not appear on the BLOOMBERG Screen LR (or any replacement page thereof), the Collateral Servicer shall determine the arithmetic mean of the rates notified to the Collateral Servicer at its request by reference banks as the rate at which deposits for the one-month term are offered for the same period as that Interest Accrual Period by those reference banks to prime banks at approximately 11.00 a.m. (Brussels time) on the LIBOR Determination Date; or

(iii) if, on any LIBOR Determination Date, at least two of the reference banks provide such offered quotations to the Collateral Servicer the relevant rate shall be determined, as aforesaid, on the basis of the offered quotations of those reference banks providing such quotations; or

(iv) if, on any LIBOR Determination Date one only or none of the reference banks provides such an offered quotation, LIBOR for such Interest Accrual Period shall be the rate at which deposits in such currency in the amount of $1,000,000 and for a maturity comparable to such Interest Accrual Period are offered by the principal London office of the Trustee in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, on the Payment Date.

For the purposes of clauses (ii) and (iii) above, all percentages resulting from such calculations shall be rounded, if necessary, to the nearest one thirty-second of a percentage point and for purposes of clause (iv) above, all percentages resulting from such calculations shall be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point (with 0.000005 being rounded upwards).

“EURIBOR” for any Interest Accrual Period will be equal to the Euro-zone inter-bank market offered rate for Euro deposits, as determined by the Collateral Servicer on the second London banking day prior to the first day of such Interest Accrual Period (the “EURIBOR Determination Date”) in accordance with the following provisions:

(i) EURIBOR for any Interest Accrual Period shall equal the rate, as determined by the Collateral Servicer, for Euro deposits for the one-month term which appears on BLOOMBERG Screen BTMM EU (or any replacement page thereof) as reported by Reuters at approximately 11:00 a.m., London time on the EURIBOR Determination Date; or

(ii) if, on any EURIBOR Determination Date, such rate does not appear on the BLOOMBERG Screen BTMM EU (or any replacement page thereof), the Collateral Servicer shall determine the arithmetic mean of the rates notified to the Collateral Servicer at its request by reference banks as the rate at which Euro deposits for the one-month term are offered for the same period as that Interest Accrual Period by those reference banks to prime banks in the Euro-zone inter-bank market at approximately 11.00 a.m. (Brussels time) on the EURIBOR Determination Date; or

(iii) if, on any EURIBOR Determination Date, at least two of the reference banks provide such offered quotations to the Collateral Servicer the relevant rate shall be determined, as aforesaid, on the basis of the offered quotations of those reference banks providing such quotations; or

(iv) if, on any EURIBOR Determination Date one only or none of the reference banks provides such an offered quotation, EURIBOR for such Interest Accrual Period shall be the rate at which deposits in such currency in the amount of EUR.1,000,000 and for a maturity comparable to such Interest

4 Page 4 of 150 Accrual Period are offered by the principal London office of the Trustee in immediately available funds in the Euro-zone interbank market at approximately 11:00 a.m., London time, on the Payment Date.

Goldman, Sachs & Co., in its capacity as Collateral Servicer, has been designated by the Issuer to determine LIBOR and EURIBOR for each Interest Accrual Period. The address of Goldman, Sachs & Co. is address is 200 West Street, New York, NY 10282-2198. Goldman, Sachs & Co. is a leading global financial services firm. At any time, at a meeting duly called for such purpose, the Limited Partners may remove the Collateral Servicer by an affirmative vote of the Limited Partners representing at least 50% of the LP Aggregate Commitment Amount (excluding any Affiliated Limited Partners and any defaulting Limited Partners) and appoint a successor Collateral Servicer for the Issuer. However, if the Collateral Servicer is also the collateral servicer of one or more Other Offshore Issuers, the Collateral Servicer may be removed at any time upon a two-pronged vote. The first prong is that, at meetings duly called for such purpose (collectively, the “CS Removal Meetings”), limited partners of the Offshore Issuers representing at least 50% of the aggregate capital commitments of the limited partners of the Offshore Issuers voting together (excluding, in each case, any Affiliated Limited Partners and any defaulting limited partners of the Offshore Issuers, as the case may be) vote to remove the Collateral Servicer (the “Aggregate Removal Vote”). The second prong is that, as part of such Aggregate Removal Vote, limited partners of the applicable Offshore Issuer representing at least 50% of the capital commitments of the limited partners of the applicable Offshore Issuer vote to remove the Collateral Servicer (the “Separate Removal Vote”).

Prescription

Except as otherwise required by applicable law, any money deposited with the Trustee or any Person authorized by the Issuer to pay the principal of or interest on any Class A-2 Note on behalf of the Issuer (a “Paying Agent”) in trust for any payment on any Class A-2 Note and remaining unclaimed for two years after such amount has become due and payable shall be paid to the Issuer on issuer order; and the related holder of the Class A-2 Note shall thereafter, as an unsecured general creditor, look only to the Issuer for payment of such amounts and all liability of the Trustee or such Paying Agent with respect to such trust money (but only to the extent of the amounts so paid to the Issuer) shall thereupon cease. The Trustee or such Paying Agent, before being required to make any such release of payment, may, but shall not be required to, adopt and employ, at the expense of the Issuer, any reasonable means of notification of such release of payment, including, but not limited to, mailing notice of such release to holders whose Class A-2 Notes have been called but have not been surrendered for redemption or whose right to or interest in monies due and payable but not claimed is determinable from the records of any Paying Agent, at the last address of record of each such holder.

Trustee

The Bank of New York will be the Trustee under the Indenture for the Class A-2 Notes and represents the interests of the holders of the Class A-2 Notes. The payment of the fees and expenses of the Trustee relating to the Class A-2 Notes is solely the obligation of the Issuer. The Trustee and/or its affiliates may receive compensation in connection with the Trustee's investment of trust assets in certain Eligible Investments as provided in the Indenture. Eligible Investments may include investments for which the Trustee or an affiliate of the Trustee provides services. The Issuer, the Collateral Servicer and their affiliates may maintain other banking relationships in the ordinary course of business with the Trustee or its affiliates.

5 Page 5 of 150 GENERAL INFORMATION

1. The Issuer

The Issuer is constituted as a Scottish limited partnership under the United Kingdom Limited Partnerships Act 1907 (the “1907 Act”), formed on February 28, 2013. A Scottish limited partnership is constituted by the signing of the relevant limited partnership agreement and its registration with the Registrar of Limited Partnerships in Scotland.

The Issuer has been established as a special purpose vehicle. The Issuer’s registered office is at 2 Rue du Fosse, L-1536, Luxembourg, telephone number +44 (0)131 473 6000.

Registration under the 1907 Act entails that the limited partners of the partnership are afforded limited liability in terms of the 1907 Act.

The business of a Scottish limited partnership is managed by its general partner(s) who will be liable for all debts and obligations of the Scottish limited partnership to the extent the partnership has insufficient assets. As a general matter, a limited partner of a Scottish limited partnership will not be liable for the debts and obligations of the Scottish limited partnership save (i) as expressed in the limited partnership agreement, (ii) if such limited partner becomes involved in the management of the partnership’s business or (iii) to the extent that such limited partner has received a return of its capital contribution to the partnership prior to the partnership’s liquidation in circumstances where the partnership is otherwise unable to meet its debt or obligations.

The manager of the general partner of the Issuer (the “General Partner”) is Goldman, Sachs & Co. The business address of the manager of the General Partner is 200 West Street, New York, NY 10282-2198.

Michael M. Furth, Harvey Shapiro, and Marielle Stijger are the directors of the General Partner. The business address of the directors of the General Partner is 200 West Street, New York, NY 10282-2198.

2. Class A-2 Notes

The Class A-2 Notes will be represented by one or more certificates in fully registered definitive form registered in the name of the owner thereof.

3. Consents and Authorizations

The Issuer has obtained all necessary consents, approvals and authorizations in connection with the issue and performance of the Class A-2 Notes.

4. No Litigation

The Issuer is not involved, and has not been involved, in any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Issuer is aware) which may have or have had since the date of its formation a significant effect on the Issuer’s financial position or profitability.

5. Accounts and Reports

The Issuer’s audited financial statements for the year ended December 31, 2013 have been filed with the Irish Stock Exchange and are incorporated by reference into the Listing Particulars.

The holders of the Class A-2 Notes will receive (i) an annual audited report, (ii) unaudited quarterly financial statements and (iii) quarterly summaries of the investment portfolio, including estimated valuations of the investments.

6 Page 6 of 150 6. No Material Adverse Change

There has been no material adverse change in the financial position or prospects of the Issuer since December 31, 2013.

7. Auditors

The independent auditors of the Issuer are PricewaterhouseCoopers LLP. The business address of the independent auditors is 2001 Ross Avenue, Suite 1800, Dallas, TX 75201-2997.

8. Documents Available

Copies of the following documents may be inspected (and, in the case of each of (a) to (b) below, will be available for collection free of charge) by physical means at the principal office of the Issuer during usual business hours on any weekday (Saturdays, Sundays and public holidays excepted) for the term of the Class A-2 Notes:

(a) the formation documents of the Issuer, including the limited partnership agreement of the Issuer (the “Issuer Partnership Agreement”);

(b) the Indenture (which includes the form of Class A-2 Note); and

(c) the Issuer’s latest annual audited financial statements, including the Issuer’s audited financial statements for the year ended December 31, 2013.

9. No Credit Rating

No credit rating has been assigned to any of the Class A-2 Notes.

10. Listing Expenses

The estimated total expenses related to the admission to trading are approximately €5,190.

11. Irish Listing Agent

Walkers Listing & Support Services Limited is acting solely in its capacity as listing agent for the Issuer (and not on its own behalf) in connection with the application for admission of the Class A-2 Notes to the Official List of the Irish Stock Exchange and to trading on its Global Exchange Market.

12. Termination and Reappointment of the Collateral Agent

The Bank of New York Mellon, in its capacity as collateral agent (the “Collateral Agent”), may be removed at any time (with or without cause) by the affirmative vote of the parties holding more than 50% of the aggregate commitments to purchase Class A Notes from the Issuer and to make loans to the Issuer under one or more credit agreements as described herein, to the extent prior to the expiration or termination of such secured debt commitments, and, thereafter, by the affirmative vote of the parties holding more than 50% of the aggregate outstanding amounts of such Class A Notes and loans, with such removal to become effective upon the appointment by the Issuer with the prior written consent of such secured parties of a successor Collateral Agent, the assignment of the applicable security interest to such successor Collateral Agent and the acceptance of such appointment and assignment by such successor Collateral Agent and the Issuer’s approval of such appointment and assignment (so long as no event of default shall have occurred and be continuing under any of the security documents (unless a cure period is then in effect with respect to such event of default)). If certain liquidation directions have been given and are in effect or in any event if no successor Collateral Agent has been appointed by the Issuer and has accepted such appointment within ten (10) business days after such resignation or

7 Page 7 of 150 removal of the Collateral Agent, a successor Collateral Agent may be appointed by the affirmative vote of such secured parties determined in the same manner as in the immediately preceding sentence. If a Collateral Agent is not appointed by the Issuer and has not accepted such appointment within sixty (60) days after the resignation or removal of the Collateral Agent, the Collateral Agent may petition a court of competent jurisdiction to appoint a successor Collateral Agent.

8 Page 8 of 150 Principal Office of the Issuer

Broad Street Loan Partners 2013 Europe, L.P. 2 Rue du Fosse L-1536 Luxembourg

Trustee, Collateral Agent, Collateral Servicer Paying Agent Goldman, Sachs & Co. The Bank of New York Mellon 200 West Street 101 Barclay Street, 4 East New York, NY 10282 New York, NY 10286

Legal Advisors

To the Issuer and the Collateral Servicer To the Issuer as to Scots law

Fried, Frank, Harris, Shriver & Jacobson LLP Burness Paull LLP One New York Plaza 50 Lothian Road New York, New York 10004 Festival Square Edinburgh Jones Day LLP EH3 9WJ 222 East 41st Street United Kingdom New York, NY 10017

Irish Listing Agent

Walkers Listing & Support Services Limited 17-19 Sir John Rogerson's Quay Dublin 2 Ireland

9 Page 99568523.3 of 150 CONFIDENTIAL

Broad Street Loan Partners 2013 Europe, L.P. (a Scottish limited partnership registered under the United Kingdom Limited Partnerships Act 1907 with registration number SL12497)

The Loan Partners 2013 Issuers (as defined below) intend to issue: Up to $500,000,000 (or the Euro equivalent thereof) principal amount of Class A-1 Notes due 2020 Up to $2,310,000,000 principal amount of U.S. dollar denominated Class A-2 Notes due 2020 Up to $1,890,000,000 equivalent principal amount of Euro denominated Class A-2 Notes due 2020 Up to $1,800,000,000 Limited Partnership Interests

The assets securing the Class A Notes will consist primarily of a portfolio of senior secured and unsecured notes and loans as described herein in respect of which Goldman, Sachs & Co. is acting as collateral servicer (the “Collateral Servicer”).

Broad Street Loan Partners 2013 Europe, L.P. (the “Issuer”), together with Broad Street Loan Partners 2013 Onshore, L.P., Broad Street Loan Partners 2013, L.P., Broad Street Loan Partners 2013 UK, L.P., and other parallel issuers having substantially similar terms as the Issuer (collectively with the Issuer, the “Loan Partners 2013 Issuers”), intend to issue up to $500,000,000 (or the Euro equivalent thereof) principal amount of senior secured revolving Class A-1 Notes due 2020, up to $2,310,000,000 principal amount of senior secured delayed draw U.S. dollar denominated Class A-2 Notes due 2020, and up to $1,890,000,000 equivalent principal amount of senior secured delayed draw Euro denominated Class A-2 Notes due 2020 (collectively, the “Class A Notes”). The Class A Notes will be issued and secured pursuant to one or more indentures (the “Indentures”) dated as of June 28, 2013 (the “Issue Date”), each of which shall be made between (amongst others) the respective Loan Partners 2013 Issuer and The Bank of New York Mellon in its capacity as trustee (the “Trustee”). The Class A Notes may also be issued under one or more credit agreements with substantially the same terms as those set forth in the Indentures and the Class A Note Purchase Agreements (and references herein to the Indenture and the Class A Note Purchase Agreements will be deemed to refer to any such credit agreements). The Class A Notes will be initially offered at the prices specified in Section II: “Summary of Terms of the Offered Securities” or such other prices as may be negotiated at the time of any sale. In addition to the Class A Notes, the Loan Partners 2013 Issuers intend to issue up to $1,800,000,000 of limited partnership or other equity ownership interests, as applicable; provided, that the General Partner, and the general partners of any such other Loan Partners 2013 Issuers, reserve the right to accept subscriptions for limited partnership or other equity ownership interests, as applicable, for amounts less than, or in excess of, $1,800,000,000 in the aggregate. The Loan Partners 2013 Issuers may co-invest alongside one or more other vehicles and accounts managed by Goldman Sachs that may have financing and / or other terms that differ from the Loan Partners 2013 Issuers (collectively with the Loan Partners 2013 Issuers, the “Loan Partners 2013 Entities”).

Payments on the Class A Notes will be made monthly in arrears on the first day of each month (as adjusted for non-Business Days (as to be defined in the Indenture)), in each year, commencing on the end of the first full month after the Initial Class A-2 Closing Date, in accordance with the Priority of Payments described herein. The Class A Notes will be subject to optional and mandatory prepayment as described herein.

See Section VI: “Risks and Potential Conflicts of Interest” for a discussion of certain factors to be considered in connection with an investment in the Class A Notes and / or the limited partnership interests of the Issuer (the “Limited Partnership Interests”).

At the option of the Issuer, application may be made to the Irish Financial Services Regulatory Authority (the “Financial Regulator”) as competent authority (the “Competent Authority”) under Directive 2003/71/EC (the “Prospectus Directive”) for this Prospectus to be approved. At the option of the Issuer, application may be made to the Irish Stock Exchange Limited for the Class A-2 Notes to be admitted to the Official List. There can be no assurance that such listing will be granted.

Retention under Article 122a. Reference is made to Article 122a (“Article 122a”) of the Capital Requirements Directive (Directive 2006/48/EC and Directive 2006/49/EC, each as amended by Directive 2009/111/EC and as further amended). None of the Issuer, the General Partner, Goldman, Sachs & Co., or any other transaction party (i) makes any representation that this Offering Memorandum, and the transactions described herein and in documents incorporated herein by reference, is now or in the future will be sufficient in all or any circumstances for purposes of compliance with Article 122a, (ii) will have any liability whatsoever in connection with any person’s compliance or non-compliance with Article 122a, and (iii) will have any obligation to comply with, enable compliance with or monitor compliance with Article 122a including, without limitation, upon any change in law, regulation or guidance directly or indirectly related to Article 122a.

The Class A Notes and the Limited Partnership Interests have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or the securities laws of any U.S. or non-U.S. jurisdiction. The Class A Notes will be offered

Page 10 of 150 CONFIDENTIAL

only outside the United States to persons who are “accredited investors” as defined in paragraphs (1), (2), (3), or (7) of Rule 501(a) under the Securities Act. In addition, purchasers of the Class A Notes must be either (x) “qualified purchasers” as defined in Section 2(a)(51) of the U.S. Investment Company Act of 1940, as amended (the “Investment Company Act”) (“Qualified Purchasers”), or (y) “non-U.S. persons” as defined in Regulation S under the Securities Act (“Non-U.S. Persons”). The Limited Partnership Interests will be offered only outside the United States to persons who are either (a) “qualified institutional buyers” as defined in Rule 144A under the Securities Act, or (b) involved in the organization or operation of the Issuer. In addition, purchasers of the Limited Partnership Interests must be (x) Qualified Purchasers, (y) “knowledgeable employees” as defined in Rule 3c-5 under the Investment Company Act, or (z) Non-U.S. Persons; provided that any non-U.S. person that acquires Limited Partnership Interests will be required to certify that, among other criteria, (i) it is a resident of a non-U.S. jurisdiction that has entered into an income tax treaty with the United States that exempts from U.S. federal income tax (a) business profits (or similar types of income) that are not attributable to a “permanent establishment” in the United States, (b) U.S. source interest income, (c) U.S. source “other income” that is not attributable to a “permanent establishment” in the United States, and (d) in the case of a non-U.S. person that is treated as a corporation for U.S. federal income tax purposes, “branch profits” (taking into account the applicable requirements of the relevant U.S. Treasury regulations), and (ii) it is entitled to claim the benefits of that income tax treaty as a “resident” of such non-U.S. jurisdiction (within the meaning of such income tax treaty), including both under the treaty’s limitation of benefits provision and as a result of the Issuer and each non-corporate Qualified Co-Issuer being treated as “fiscally transparent” (as defined for U.S. federal income tax purposes but determined under the tax laws of such investor’s jurisdiction of tax residence), although the General Partner reserves the right to accept subscriptions from non-U.S. persons that do not meet all of these criteria. The persons meeting the qualifications described above with respect to the Class A Notes and / or the Limited Partnership Interests are referred to herein as “Eligible Investors.” The Issuer will not be registered under the Investment Company Act. Interests in the Class A Notes and the Limited Partnership Interests will be subject to significant restrictions on transfer, and each purchaser of Class A Notes or Limited Partnership Interests offered hereby in making its purchase will be deemed to have made certain acknowledgements, representations and agreements. See Section X: “Plan of Distribution” and Section II: “Summary of Terms of the Offered Securities—Sale, Transfer or Assignment of Notes” and “—Sale, Transfer or Assignation of Limited Partnership Interests.”

February 2013

GOLDMAN SACHS INTERNATIONAL

Page 11 of 150 CONFIDENTIAL

The Offering. The Class A Notes (the holders thereof, the “Class A Holders”) and Limited Partnership Interests (the holders thereof, the “Limited Partners”) (together with the Class A Notes, the “Offered Securities”) in Broad Street Loan Partners 2013 Europe, L.P., a Scottish limited partnership registered under the United Kingdom Limited Partnerships Act (the “Issuer,” and together with Broad Street Loan Partners 2013 Onshore, L.P., Broad Street Loan Partners 2013, L.P. and Broad Street Loan Partners 2013 UK, L.P., the “Issuers” or “Loan Partners 2013 Issuers”) offered hereby have not been approved or disapproved by the U.S. Securities and Exchange Commission (the “SEC”), by the securities regulatory authority of any U.S. state, or by any similar authority of any other country or jurisdiction, and neither the SEC nor any of these authorities has passed upon the accuracy or adequacy of this offering memorandum (as supplemented from time to time, the “Offering Memorandum”). Any representation to the contrary is a criminal offense. The Offered Securities will not be registered under the Securities Act, or the securities laws of any other country or jurisdiction. The offering and sale of the Offered Securities will be exempt from registration pursuant to Regulation S promulgated under the Securities Act. The Offered Securities may not be offered or sold within the United States. Each purchaser will be required to represent that it is acquiring the Offered Securities purchased by it for investment and not with a view to resale or distribution. The minimum commitment by a purchaser of Class A Notes is $100 million (or the Euro equivalent, in the case of Euro denominated Class A Notes) and the minimum commitment by a purchaser of Limited Partnership Interests is $50 million, although the Collateral Servicer, on behalf of the Issuer, or the General Partner (each as defined below) may at its discretion consider offering the Class A Notes or Limited Partnership Interests, as applicable, in smaller amounts. Furthermore, each purchaser must be prepared to bear the economic risk of the investment for an indefinite period of time, because the Offered Securities (i) cannot be sold unless they are subsequently registered under the Securities Act or an exemption from registration is available and (ii) are subject to the restrictions on transfer contained in the Agreement of Limited Partnership of the Issuer (as amended and restated from time to time, the “Issuer Partnership Agreement”) or the Indenture governing the Class A Notes and the Class A Note Purchase Agreement (the “Class A Note Purchase Agreement” and together with the Indenture and any one or more credit agreements evidencing the Class A Notes, the “Note Purchase Documents”), as applicable. The Issuer will not be registered as an investment company under the Investment Company Act in reliance on both Rule 3a-7 promulgated under the Investment Company Act and on Section 3(c)(7) of the Investment Company Act (as described below in Section V: “Certain U.S. Regulatory and Tax Considerations —U.S. Investment Company Act of 1940”). Each purchaser of Offered Securities must be an Eligible Investor, as defined in Section XIII: “Glossary of Certain Defined Terms.” Furthermore, any investor subject to Title I of the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), may not purchase Offered Securities. The Goldman Sachs Group, Inc. (“GS Group”), together with its subsidiary Goldman, Sachs & Co. (the “Collateral Servicer”), Broad Street Loan Partners 2013 Advisors, Ltd. (the “General Partner”), a Cayman Islands exempted company wholly-owned by GS Group, and its other subsidiaries and affiliates, are collectively referred to herein as “Goldman Sachs” or the “Firm.” This Offering Memorandum does not constitute an offer to sell or a solicitation of an offer to buy the Offered Securities in any jurisdiction to any person to whom it is unlawful to make an offer, sale, or solicitation. Investment in the Offered Securities involves significant risks. See Section VI: “Risks and Potential Conflicts of Interest.” Valuations. Investments by the Issuer are carried at fair value. Private investments, by their nature, have little or no price transparency. The Issuer values its investments at fair value in accordance with U.S. generally accepted accounting principles (“GAAP”). The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants (i.e., the exit price) at the measurement date. Fair value measurements do not include transaction costs. Debt investments that trade in markets that are not considered to be active are valued based on quoted market prices, broker or dealer quotations, recent purchases or offers on investments deemed likely to close in the near future or other observable inputs with reasonable levels of price transparency. For private investments in debt securities, carrying value is initially based upon cost plus accrued interest and / or accreted original issue discount. Adjustments to carrying value are based on available market evidence even if there have been no third-party transactions in the capital structure of the underlying investment. The Collateral Servicer generally bases fair value on discounted cash flows techniques, for which the significant inputs are the amount and timing of expected future cash flows, market yields and recovery assumptions. The significant inputs are generally determined based on relative value analyses, which incorporate comparisons both to other debt instruments for the same issuer for which observable prices or broker quotes are available and to other issuers’ debt instruments with the same underlying credit risk. The Collateral Servicer’s judgment is required to determine the appropriate risk-adjusted discount rate for investments that have little or no price transparency as a result of decreased volumes and lower levels of trading activity. In such situations, the valuation is adjusted to approximate rates which market participants would likely consider appropriate for relevant credit and liquidity risks. Because of the inherent uncertainties of valuation, any values reflected in the financial statements may materially differ from the values determined upon the sale of those investments.

Securities Laws. Certain information required by the securities laws of certain countries or jurisdictions in which Offered Securities may be offered or sold is set forth in Exhibit B hereto. Confidentiality. The information in this Offering Memorandum and any other materials related to a potential investment in the Issuer which have been, or may in the future be, provided to prospective purchasers of Offered Securities (these materials, together with this Offering Memorandum, collectively, the “Confidential Materials”) is furnished on a confidential basis exclusively for your use and retention. Each person who has received a copy of any Confidential Materials (whether or not that person purchases any Offered Securities) is deemed to have agreed (i) not to reproduce or distribute these Confidential Materials, in whole or in part; (ii) if the person has not purchased Offered Securities, to return all Confidential Materials to the General Partner upon the request of the General Partner or Goldman Sachs; and (iii) not to disclose any information contained in the Confidential Materials except to the extent that the information was (a) previously known by that person through a source (other than the Issuer, the General Partner or Goldman Sachs) not bound by any obligation to keep the information confidential, (b) in the public domain through no fault of that

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person, or (c) later lawfully obtained by the person from sources (other than the Issuer, the General Partner, or Goldman Sachs) not bound by any obligation to keep the information confidential. Notwithstanding the foregoing, the Issuer agrees that, subject to applicable law, each prospective purchaser of Limited Partnership Interests or Class A Notes (and employees, representatives, and other agents of the prospective purchaser) may disclose any and all aspects of the offering and ownership of Limited Partnership Interests or Class A Notes or any potential transaction or structure described herein that are necessary to support any U.S. federal or state income tax benefits therefrom and all materials of any kind (including tax opinions or other tax analyses) related thereto, without the Issuer imposing any limitation of any kind. Note Regarding Forward-Looking Statements. Certain information contained in this Offering Memorandum constitutes “forward-looking statements,” which can be identified by the use of forward-looking terminology such as “may,” “will,” “should,” “expect,” “anticipate,” “project,” “aim,” “contemplate,” “estimate,” “intend,” “continue,” “target,” “plan” or “believe” or the negatives thereof or other variations thereon or comparable terminology. Due to various risks and uncertainties, including those set forth under Section VI: “Risks and Potential Conflicts of Interest,” actual events or results or the actual performance of the Issuer may differ materially from those reflected or contemplated in the forward-looking statements. No Guarantee of Investments in the Issuer. Prospective investors in the Issuer are hereby advised that any losses from the Issuer are borne solely by the investors in the Offered Securities and not by Goldman Sachs and its affiliates or subsidiaries. Goldman Sachs and its affiliates’ or subsidiaries’ losses in the Issuer will be limited to losses attributable to any ownership interests in the Issuer held by Goldman Sachs and its affiliates or subsidiaries in their capacity as investors in the Issuer. The Offered Securities are not insured by the U.S. Federal Deposit Insurance Corporation or any other bank regulatory or governmental agency, including the U.S. Federal Reserve Board. Investments in the Offered Securities are not deposits or other obligations of, or endorsed or guaranteed in any way by, any banking entity, including Goldman Sachs. Investments in the Offered Securities are subject to substantial investment risks, including, among others, those described herein, including the possibility of partial or total loss of an investor’s investment. Class A Notes are Limited Recourse Obligations. No officer, director, employee, shareholder or incorporator, or direct or indirect limited partner in or affiliate of the Issuer or the Collateral Servicer shall have any liability under the Class A Notes, the Indenture or any other Note Purchase Document, related security documents, and any paying agent agreement. Additional Information. Prospective purchasers should not construe the contents of this Offering Memorandum as investment, tax, or legal advice. This Offering Memorandum, as well as the nature of an investment in the Offered Securities, should be independently reviewed by each prospective purchaser and the purchaser’s investment, tax and legal advisors. Except as contemplated by this paragraph, no person has been authorized to give any information or to make any representation not contained herein or in a supplement hereto, and, if given or made, the other information or representation must not be relied upon. Each prospective purchaser will have, prior to the closing of this offering, the opportunity to ask questions of, and receive responses from, a representative of the General Partner concerning the terms and conditions of this offering and to obtain any additional information, to the extent that the General Partner possesses the information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information set forth herein. Inquiries should be directed to: Goldman Sachs International Christchurch Court 10-15 Newgate Street London EC1A7HD, England Attention: Joanne Argento Telephone: +44 (0) 20 7051 6141 Facsimile: +44 (0) 20 7051 5745

Prior to purchasing any Limited Partnership Interests, prospective purchasers should obtain a subscription booklet (the “Subscription Booklet” and together with the Issuer Partnership Agreement, the “Partnership Documents”) and the form of the Issuer Partnership Agreement, which together contain important information, forms of agreements and other documents relating to the Issuer and the offering of the Limited Partnership Interests. Prior to purchasing any Class A Notes, prospective purchasers should obtain the form of the Note Purchase Documents, which contain important information, forms of agreements and other documents relating to the Issuer and the offering of the Class A Notes. Each purchaser of Offered Securities will be required to represent in its Subscription Booklet and / or joinder agreement to the Class A Note Purchase Agreement (as applicable) that it is not relying upon the Issuer, the General Partner, the Collateral Servicer, or Goldman Sachs for investment, legal or tax advice, or advice relating to ERISA, and that it has relied only on its own tax, legal or other advisors in purchasing Offered Securities. This Offering Memorandum contains summaries of certain terms of the Issuer Partnership Agreement and the Note Purchase Documents and certain of the documents contained in the Subscription Booklet; these descriptions do not purport to be complete and each summary description is qualified in its entirety by reference to the actual text of the Issuer Partnership Agreement, the Note Purchase Documents and the relevant documents in the Subscription Booklet. The delivery of this Offering Memorandum does not imply that the information herein is correct as of any time subsequent to the date on the cover hereof.

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TABLE OF CONTENTS

Page I. INTRODUCTION AND OVERVIEW...... 1

II. SUMMARY OF TERMS OF THE OFFERED SECURITIES...... 9

III. INVESTMENT EXPERIENCE OF GOLDMAN SACHS...... 55

IV. OPERATION AND SERVICING OF THE ISSUER...... 57

V. CERTAIN U.S. REGULATORY AND TAX CONSIDERATIONS ...... 62

VI. RISKS AND POTENTIAL CONFLICTS OF INTEREST...... 81

VII. THE CLASS A NOTES ...... 104

VIII. MATURITY AND PREPAYMENT CONSIDERATIONS ...... 104

IX. ERISA CONSIDERATIONS ...... 104

X. PLAN OF DISTRIBUTION ...... 104

XI. GENERAL INFORMATION...... 107

XII. LEGAL MATTERS...... 108

XIII. GLOSSARY OF CERTAIN DEFINED TERMS ...... 108

XIV. INDEX OF CERTAIN DEFINED TERMS ...... 111

EXHIBIT A. GS LOAN PARTNERS, L.P. INVESTMENTS ...... A-1

EXHIBIT B. INFORMATION REQUIRED BY SECURITIES LAWS OF CERTAIN JURISDICTIONS.... B-1

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I. INTRODUCTION AND OVERVIEW

Introduction

Goldman, Sachs & Co. (the “Collateral Servicer,” together with The Goldman Sachs Group, Inc. (“GS Group”) and its other subsidiaries and affiliates, including Broad Street Loan Partners 2013 Advisors, Ltd. (the “General Partner”), a Cayman Islands exempted company wholly-owned by GS Group, “Goldman Sachs” or the “Firm”) is establishing Broad Street Loan Partners 2013 Europe, L.P. (the “Issuer” and together with Broad Street Loan Partners 2013 Onshore, L.P., Broad Street Loan Partners 2013, L.P., Broad Street Loan Partners 2013 UK, L.P., and other parallel issuers having substantially similar terms as the Issuer, the “Issuers” or “Loan Partners 2013 Issuers”)1 to invest in senior secured loans or notes. The Loan Partners 2013 Issuers are the eighth group of investment vehicles raised by the Principal Investment Area (“PIA”) of Goldman Sachs’ Merchant Banking Division since 1996 to make credit investments, including loans, mezzanine and stressed / distressed debt securities, and will leverage the expertise of PIA’s Principal Debt Group family of funds and other investment vehicles as well as other areas of Goldman Sachs.

The Loan Partners 2013 Issuers will target initial total equity commitments (which shall, for these purposes, include Advance Commitments (as defined below) made to the Issuer) of up to $1.8 billion, of which Goldman Sachs is expected to commit an aggregate of up to 25% of equity commitments. In addition, Goldman Sachs expects that the Loan Partners 2013 Issuers will obtain leverage of up to $4.2 billion equivalent through the planned issuance of the Class A-2 Notes contemplated hereby and other financing, bringing total funds available for investment to up to $6.0 billion equivalent (exclusive of the $500 million revolving facility expected to be available through the issuance by some of the Issuers of Class A-1 Notes). The Loan Partners 2013 Issuers generally expect to invest on a side-by-side basis in each investment in proportion to their respective total commitments. See Section II: “Summary of Terms of the Offered Securities—Loan Partners 2013 Entities.”

The Issuer’s investment objective is to achieve current income as well as long-term capital appreciation principally through investments in senior secured loans2 of companies located primarily in North America and Europe. The Issuer’s performance objective is to generate a compound annual leveraged gross rate of return on the Limited Partners’ invested commitments of 16-20%. For individual investments, the target rate of return will be commensurate with the assessed degree of risk.3 The investment strategy for the Issuer includes careful asset selection, intensive due diligence, thorough credit analysis (including an assessment of underlying collateral value) and appropriate diversification, with the objective of minimizing loan losses and maximizing returns. In addition to purchasing senior secured loans and notes (collectively, “Senior Secured Loan Investments”) in a company, each Loan Partners 2013 Issuer and its Qualified Co-Issuers may also invest up to 10% of its respective share of the Total Commitment Amount for the Loan Partners 2013 Issuers in second lien, senior unsecured, subordinated debt and PIK Debt (as defined below) (collectively, “Other Investments” and together with the Senior Secured Loan

1 The Loan Partners 2013 Issuers along with one or more other vehicles or accounts managed by Goldman Sachs that are formed on or prior to the date of the final closing of Limited Partnership Interests, and that may have financing and / or other terms that are different from the Issuer, are herein collectively referred to as the “Loan Partners 2013 Entities.” 2 Senior secured loans consist of loans or notes that have a security interest in the assets and / or stock of the borrower and any affiliated guarantors. Each Loan Partners 2013 Issuer and its Qualified Co-Issuers may also invest up to 10% of its respective share of the Total Commitment Amount in second lien, unsecured, subordinated debt and PIK Debt. 3 In setting the performance target for the Issuer, the Collateral Servicer considered, among other things, the current investment environment for senior secured and unsecured loans, an investment’s purchase price, the expected unlevered returns on senior secured loans, the senior ranking of the loans, secured position of the loans, historical default rates, historical recovery rates, the potential for prepayment penalties, the expected cash flows over the Issuer’s holding period, the Issuer’s leverage, and any relevant legal, tax or regulatory considerations. Goldman Sachs also considered the performance of GS Loan Partners I, L.P. and its affiliated funds as well as the historical results achieved in over fourteen years of investing in senior secured loans, mezzanine securities, senior unsecured and subordinated debt. While the Collateral Servicer will seek to achieve the targeted returns, these targeted returns should not be construed as providing any assurance or guarantee as to the actual returns that will be realized by the Issuer. See Section VI: “Risks and Potential Conflicts of Interest” for a discussion of the risks related to the targeted returns. Targeted returns are stated on a gross basis; actual realized returns will be subject to servicing fees and supplemental servicing fees, and therefore will be lower.

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Investments, the “Investments”). A newly formed structured credit investment platform, the Loan Partners 2013 Entities intend to follow an investment strategy similar to that of GS Loan Partners I, L.P. and its affiliated funds (collectively, “GSLP”), a loan fund with a similar investment strategy that has invested $12.8 billion across 51 portfolio companies, from inception in May 2008 through September 30, 2012.

Overview

The Collateral Servicer believes that Goldman Sachs manages the largest single loan vehicle and largest mezzanine fund family, having raised over $38 billion of capital (including leverage) and invested over $36 billion in the loan and mezzanine markets since 1996. The Loan Partners 2013 Entities, in the aggregate, expect to make individual investments of between $200 million to $500 million in size, of which between $100 million to $300 million is expected to be made by the Loan Partners 2013 Issuers. However, the size of any investment may be smaller or larger. The Collateral Servicer believes that only a limited number of competing funds or fund families with a similar strategy can make and / or originate investments of this size. In addition, PIA has demonstrated the ability to originate loans on a proprietary basis, with 67% of the GSLP portfolio (84% since the first quarter of 2009) comprised of new loan originations.

The Collateral Servicer believes senior secured loans are an attractive asset class. The addressable market for senior secured loans is large and diverse, across both industries and geographic regions, which should allow the Collateral Servicer to be discriminating in seeking to identify and select a portfolio of high quality Investments for the Issuer. In addition, senior secured loans have favorable characteristics that typically include a senior ranking in the capital structure with priority of repayment, security of collateral and protective contractual rights that generally include financial maintenance covenants. According to Moody’s Investors Service, senior secured loans have experienced lower default rates relative to senior unsecured and subordinated debt and consistently experience higher recovery rates in the event of default.4

Goldman Sachs believes that the market for senior secured loans creates an attractive investment opportunity. Since the 2008 financial crisis, the market has seen a significant reduction in the supply of capital available to purchase senior secured loans. For example, collateralized loan obligation vehicles (“CLOs”) have reduced their participation in the marketplace. While new issue CLO volume in the United States increased to $53.5 billion in 2012 from $12.4 billion in 2011,5 the reinvestment period of many existing CLOs will expire over the next three years, reducing overall capacity. It is expected that by mid- year 2013, more than half of the current CLO vehicles will be beyond their stated investment periods, and by the end of 2015, numerous CLOs will be beyond their stated investment periods.6 In addition, following the 2008 financial crisis, the creation of new CLO vehicles in Europe has been constrained by regulatory uncertainty7 and revised risk retention rules among other market considerations. Total CLO issuance in North America and Europe from 2009 through 2012 was approximately $75 billion in aggregate, compared to over $340 billion from 2005 through 2007.

Although the supply of capital to purchase leveraged loans has been reduced, the demand from borrowers remains significant. In 2012, leveraged senior secured loans (including both institutional and pro rata issuance) in North America and Europe reached $502 billion, up from $97 billion in 2009, according to Standard & Poor’s.8 The Collateral Servicer believes the recovery in volume of leveraged

4 Moody’s Investors Service, Corporate Default and Recovery Rates, February 28, 2011 5 Standard & Poor’s Leveraged Commentary & Data, Leveraged Lending Review – 4Q2012 6 Wells Fargo Securities, Structured Products Research, CLO 2012 Market Outlook 7 The European Banking Consolidation Directive requires securitization sponsors to retain a 5% or greater economic interest in securitization transactions. The retention requirement may be met through a single tranche or through more than one tranche. 8 Standard & Poor’s Leveraged Commentary & Data. Estimated primary volume to the US and European loan markets. The US market includes tranches denominated in non-U.S. Dollar currencies as well as US dollars. The European market includes tranches denominated in non-Euro or Sterling currencies as well as Euros and Sterling. Exchange rates from non-U.S. Dollar currencies are based upon date of launch of the individual transactions.

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loan issuance experienced in 2011 and 2012 will continue, driven in part by favorable market conditions. Additionally, going forward, borrowers have a significant amount of debt maturing in the next several years that will need to be refinanced, in large part with new leveraged loans. From 2014 through 2018, $572 billion of leveraged loan debt matures and will need to be refinanced, with over $187 billion in the peak year of 2017.9 While Loan Partners 2013 intends to be selective in terms of borrower credit quality, increasing leveraged loan issuance combined with significant refinancing requirements by borrowers may create attractive investment opportunities.

New issue leveraged loan volume dedicated to LBO transactions has also increased over the past several years. In 2012, leveraged senior secured loans used to fund LBO transactions in North America and Europe reached $265 billion, up from $37 billion in 2009, according to Standard & Poor’s.10 The Collateral Servicer believes that the record amounts of private equity capital that have been raised to date but not yet fully invested will continue to drive leveraged loan demand from private equity-backed borrowers. With over $276 billion of fund raising completed in 2011, there is now over $950 billion of committed capital available to private equity funds to invest globally.11 The Collateral Servicer believes that Loan Partners 2013 is an attractive source of LBO financing for sponsors due in part to certainty of funds, speed of execution and ability to commit in size. The Collateral Servicer and Goldman Sachs maintain relationships with leveraged buyout and other financial sponsor private equity firms as well as companies, investors, entrepreneurs and financial intermediaries throughout the world. GS Leveraged Finance is a leading arranger of private equity backed leveraged loan and high yield debt issuances.12 As a result of these relationships, it is expected that the Loan Partners 2013 Entities will benefit from a substantial flow of potential leveraged loan investment opportunities to create and purchase originated loans.

The Collateral Servicer also believes that there may be periods during the life of the Issuer when external factors, including the ongoing European macroeconomic concerns, geo-political uncertainty, macroeconomic instability or other market dislocations, may create opportunities to purchase at attractive prices, and hold as long-term investments, the senior secured loans of high quality companies that are trading at a discount to their par value in the secondary market. For example, during the 2008-2009 financial crisis, GSLP opportunistically purchased over $2 billion of high quality loans in the secondary market at attractive prices. Over the course of 2012, European borrowers have proved to be an attractive area for investment on a risk reward basis. Traditional European lenders, primarily European banks, have been capital constrained and burdened by increased regulation or regulatory uncertainty. As a result, borrowers are seeking alternative sources of capital often at higher rates. Currently, European leveraged loans are trading at a discount to North American leveraged loans despite comparable credit quality. The Collateral Servicer believes the financing market dislocation in Europe creates an opportunity for the Loan Partners 2013 Entities to originate new loans in support of private equity sponsored leveraged buyouts, recapitalizations, refinancings and acquisitions, as well as other corporate financings in Europe.

The market for senior secured leveraged loans is large and diverse with approximately $502 billion of total leveraged senior secured loans (including both institutional and pro rata issuance) issued in North America and Europe during 2012 according to Standard & Poor’s.13 The Collateral Servicer believes the geographic diversification of the market together with the availability of leveraged loans across a wide range of industries, should allow the Loan Partners 2013 Entities to be selective with its portfolio investments. The Loan Partners 2013 Entities generally expect to target companies that have an

9 Standard & Poor’s 4Q2012 LCD Leveraged Loan Review – US/Europe 10 Standard & Poor’s Leveraged Commentary & Data. Estimated primary volume to the US and European loan markets. The US market includes tranches denominated in non-U.S. Dollar currencies as well as US dollars. The European market includes tranches denominated in non-Euro or Sterling currencies as well as Euros and Sterling. Exchange rates from non-U.S. Dollar currencies are based upon date of launch of the individual transactions. 11 Preqin, January 2013. 12 Dealogic. 13 Standard & Poor’s Leveraged Commentary & Data – 4Q2012. Estimated primary volume to the US and European loan markets. The US market includes tranches denominated in non-U.S. Dollar currencies as well as US dollars. The European market includes tranches denominated in non-Euro or Sterling currencies as well as Euros and Sterling. Exchange rates from non-U.S. Dollar currencies are based upon date of launch of the individual transactions.

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enterprise value of $500 million to $5 billion, leading market positions and sustainable barriers to entry, well regarded management teams, stable and predictable cash flows and attractive business models and / or collateral packages. The Collateral Servicer believes that the Loan Partners 2013 Entities’ selective investment strategy, combined with the seniority and security typically associated with the senior secured loan asset class, should allow the Loan Partners 2013 Entities to achieve a lower risk profile as compared to an investment in senior unsecured, subordinated debt or equity of comparable companies.

The Collateral Servicer intends to create a diverse portfolio of investments consisting primarily of senior secured loans, using leverage on an appropriate basis to enhance the return to investors in the Issuer. At least 90% of total funded commitments of the Loan Partners 2013 Issuers are expected to be invested in Senior Secured Loan Investments. The remainder of the portfolio is expected to consist of selected investments in Other Investments. Accordingly, the Collateral Servicer expects that the majority of the Loan Partners 2013 Entities’ returns will be generated through (i) interest income; (ii) upfront closing payments; (iii) repayment at par of securities purchased at a discount; and (iv) in certain circumstances, prepayment penalties.

The Issuer will be managed by PIA (on behalf of the Collateral Servicer), which has over 25 years of investment experience. Since 1986, PIA has formed 17 investment vehicles, aggregating over $82 billion of capital (including fund level leverage), to allow Goldman Sachs and its clients to invest in senior secured loans, private equity, mezzanine and stressed / distressed debt opportunities across a number of geographic regions, industries and transaction types. PIA has significant experience investing in debt securities across industries, geographic regions, economic cycles and financing structures. Goldman Sachs believes that PIA is the leading large-sized loan and mezzanine investor in the world in terms of invested and committed capital. As of September 30, 2012, GSLP has invested over $12 billion. The Loan Partners 2013 Entities intend to leverage the expertise of the investment committee of PIA (the “Investment Committee”) that currently oversees the existing PIA partnerships through Goldman, Sachs & Co. The Investment Committee will make all investment decisions and recommendations for the Loan Partners 2013 Entities and oversee the identification, evaluation, structuring, monitoring, valuation and harvesting of interests in portfolio companies.14 The members of the Investment Committee have an average Goldman Sachs tenure of 18 years.

Investment Strategy

The Collateral Servicer will create the Issuer’s portfolio by employing an investment strategy with eight key elements:

 Leverage the Goldman Sachs Network. PIA intends to build the Loan Partners 2013 Entities’ portfolio by accessing investment opportunities sourced through Goldman Sachs’ global network of relationships. This network generates a significant flow of investment opportunities and is expected to allow the Collateral Servicer to be selective in committing capital to only the most attractive opportunities reviewed. In addition, the Loan Partners 2013 Entities portfolio companies (“Portfolio Companies”) will have access to a broad range of resources offered by Goldman Sachs, including market insights as well as innovative financing products and structuring capabilities.

 Focus on Originating New Loans. PIA has demonstrated the ability to originate loans on a proprietary basis, with 67% of the GSLP portfolio (84% since the first quarter of 2009) comprised of new originations. Originations generally provide PIA with deep access to due diligence and management teams, as well as the ability to influence structure, terms and covenants, and the opportunity to negotiate better pricing.

 Target Large-Sized Loan Market. The Loan Partners 2013 Entities will, in the aggregate, target large loan investments, each between $200 million and $500 million in size, of which between $100

14 For purposes of this Offering Memorandum, “harvesting” of an Investment shall primarily mean the optional or mandatory prepayment by the borrower, repayment at maturity or through mandatory amortization payments, or refinancing by the issuing Portfolio Company, recapitalization of a Portfolio Company, or sale or merger of a Portfolio Company or of a significant asset. See Section IV: “Realization of Investments.”

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million and $300 million is expected to be made by the Loan Partners 2013 Issuers. However, the size of any investment may be smaller or larger. In making such large-sized investments, the Loan Partners 2013 Entities seek to be an attractive partner for private equity portfolio companies and other companies that are seeking to complete important financings. The Loan Partners 2013 Entities can offer increased certainty of pricing and closing, are able to provide funding in multiple currencies and are able to provide increased confidentiality. Additionally, as one of only a limited number of competing funds which are able to make investments of this size, the Loan Partners 2013 Entities may provide an attractive financing alternative or may provide a meaningful anchor order for issuers and arrangers in large syndicated transactions.

 Target Large-Size, High Quality Companies. The Collateral Servicer’s general strategy is to target large companies with enterprise values of $500 million to $5 billion with the following characteristics: (i) leading market positions; (ii) high and sustainable barriers to entry; (iii) stable and predictable revenues and free cash flow (after capital expenditures); (iv) an attractive business model and / or collateral package; (v) experienced and well-regarded management teams; (vi) reputable private equity or private family sponsors; and (vii) a significant amount of junior capital subordinated to the Issuer’s investment. Consistent with GSLP, the Collateral Servicer intends to avoid investing in companies that are highly cyclical or subject to significant product obsolescence or technology risk.

 Employ a Disciplined Investment Approach. The Collateral Servicer intends to be a long-term buy and hold investor and to be selective in identifying, evaluating and structuring senior secured loan investments. This investment approach includes: (i) careful asset selection; (ii) intensive due diligence of investment opportunities, including business and financial analysis as well as the use of outside consultants and advisors, as appropriate, to assist in the evaluation of opportunities; (iii) thorough credit analysis, including an assessment of underlying collateral value; and (iv) appropriate diversification, with the objective of minimizing loan losses and maximizing returns. The Issuer may also engage in hedging activities consistent with “Eligible Hedging Agreements” as described in Section II: “Summary of Terms of the Offered Securities – Eligible Hedging Agreements” to, among other things, limit currency and interest rate risk, consistent with conservative fund management policies and applicable laws and regulations. Investment decisions will be made by the Investment Committee based on a disciplined methodology that examines a potential opportunity’s risk / return profile from a variety of perspectives.

 Focus on Portfolio Diversification. The Collateral Servicer will seek to diversify the portfolio by targeting investments across various geographic regions and industries. The Collateral Servicer intends to diversify the portfolio geographically by focusing primarily on investments across North America and Europe. Over the past three years, approximately 21% of new leveraged loan offerings originated outside of the U.S., providing ample opportunities for the Issuer to achieve diversity globally while continuing to target only the best investments.15 The Collateral Servicer will also review investment opportunities across a broad range of industries to further diversify the portfolio. As of September 30, 2012, the portfolio of GSLP is well diversified with 62% of dollars invested in North America and 38% invested in ten European countries, across nine industry sectors.

 Target Senior Secured Loans with Attractive Risk Profile. The Collateral Servicer will seek to maximize downside protection by investing primarily in senior secured loans. Senior secured loans typically enjoy a favorable position in most capital structures, with a significant amount of capital junior to those loans (e.g. senior unsecured, subordinated debt and equity), often providing downside protection in the form of collateral protection and liquidation preference. Senior secured loans may also benefit from contractual protections in loan credit agreements, which typically include affirmative, negative and financial maintenance covenants that require the borrower to take certain positive actions, maintain minimum financial performance or limit activities that may impair credit quality to the detriment of the lenders. As a result, senior secured loans have historically been characterized by lower default rates as compared to subordinated notes. In addition, senior secured loans are secured

15 Standard & Poor’s Leveraged Commentary & Data.

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by a collateral package that often results in a higher rate of recovery in the event of default as compared to senior unsecured and senior subordinated investments.16

 Actively Monitor Portfolio Companies. Investment professionals employed by the Collateral Servicer intend to actively monitor the activities and financial condition of each Portfolio Company. Senior secured loan agreements typically provide for at least quarterly reporting which includes borrower performance, covenant compliance and notification of adverse events. Monitoring, valuation and harvesting of senior secured loans will be overseen by the Investment Committee.

Investment Considerations

Goldman Sachs believes the Loan Partners 2013 Entities to be an attractive investment opportunity for the following reasons:

Attractive Asset Class. Senior secured loan documentation typically provides for priority in right of payment and security in addition to often requiring compliance with financial maintenance covenants. These features should provide investors with protections in the event of underperformance or default in comparison to unsecured or subordinated debt. According to Moody’s, senior secured loans have historically experienced lower default rates and higher recovery rates as compared to unsecured and subordinated debt17. The market for senior secured loans is large, which should allow the Collateral Servicer to be discriminating in selecting the appropriate investments to add to the portfolio. The Collateral Servicer’s selective investment strategy, combined with the superior seniority, security and covenant protections typically associated with the targeted loan asset class, should allow the Loan Partners 2013 Entities to achieve a lower risk profile as compared to an investment in unsecured, subordinated debt or equity.

Favorable Market for Senior Secured Loans. The Collateral Servicer believes that periodic financing market dislocations will continue to create attractive opportunities to invest in senior secured loans. The Collateral Servicer intends to identify opportunities to (i) originate new issue loans with attractive pricing and terms from private equity firms and corporations; (ii) invest in the senior secured loans of borrowers that are trading at a discount to par in the secondary market; and (iii) purchase senior secured loans alongside arrangers in underwriting processes.

Alignment of Interests through Capital Commitment. Goldman Sachs is expected to commit up to 25% of the equity commitments to the Loan Partners 2013 Issuers. This amount is consistent with Goldman Sachs’ commitment to GSLP.

GSLP Track Record of Success.18 Since inception in June 2008 through September 30, 2012, GSLP has produced gross levered returns to its equity holders of 34% while maintaining high average credit quality with zero credit defaults and no loan losses to date. Net returns to equity holders have ranged from 19% (for full fee paying equity holders) to 26% (on a no fee basis). See Exhibit A for investment-level information regarding specific GSLP investments.

Experience, Success and Breadth as an Investor. PIA has been investing in private equity since 1986, in stressed / distressed investments since 1990, in mezzanine debt securities since 1996 and in senior secured loans since 2008. Since its inception, PIA has raised over $82 billion (including leverage) across 17 investment funds. As of September 30, 2012, GSLP had invested over $12 billion in over 50 companies globally, the GS Mezzanine Funds had invested approximately $25 billion in 116 companies globally and the GS Opportunity Partners funds had invested $480 million across 5 companies. Based on this investment experience, track record and access to the resources of Goldman Sachs, PIA believes that it has

16 Moody’s Investors Service, Corporate Default and Recovery Rates, February 28, 2011. 17 According to Moody’s Investors Service, from 1982 to 2010, First Lien Bank Loans experienced an average recovery of 80.3%, compared to 49.2% for Senior Unsecured Bonds and 29.4% average recovery for Senior Subordinated Bonds over the same time period. 18 The Issuer may acquire different assets than GSLP and may employ a differing investment strategy. As such, the past performance of GSLP is not indicative of future results for the Issuer.

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the expertise to continue to identify, evaluate, structure, monitor and harvest an attractive portfolio of senior secured loan investments for the Issuer. In addition, if necessary, PIA has the experience and ability to own and manage portfolio companies should a debt investment convert to equity ownership.

Market Position. The Collateral Servicer, on behalf of the Loan Partners 2013 Entities, will target large loan investments, each between $200 million and $500 million in size, of which between $100 million and $300 million is expected to be made by the Loan Partners 2013 Issuers. However, the size of any investment may be smaller or larger. As one of only a limited number of competing funds which are able to make investments of this size, the Loan Partners 2013 Entities may provide an attractive financing alternative, a meaningful anchor order for issuers and arrangers in large syndicated transactions, or may be the sole provider of loan financing. The Loan Partners 2013 Entities will target large companies with leading market positions; high and sustainable barriers to entry; stable and predictable revenues and free cash flow (after capital expenditures); an attractive business model and / or collateral package; experienced and well-regarded management teams; reputable private equity or private family sponsors; and a significant amount of junior capital subordinated to the Issuer’s investment. The Loan Partners 2013 Entities seek to be an attractive partner for private equity portfolio companies and other companies that are seeking to complete important financings.

Attractive Targeted Risk-Adjusted Gross Returns. The Collateral Servicer will seek to create attractive risk-adjusted investment opportunities, targeting a compound annual levered gross rate of return on the Limited Partners’ invested commitments of 16-20%.19 At least 90% of the Loan Partners 2013 Entities’ investments are expected to be invested in first-lien senior secured loans with the remainder expected to consist of second-lien, senior unsecured or subordinated debt. Accordingly, it is expected that a significant portion of the Issuer’s returns will be generated through (i) interest income; (ii) upfront closing payments; (iii) repayment at par of securities purchased at a discount; and (iv) in certain circumstances, prepayment penalties. Due to these characteristics, the Issuer believes that it is generally taking less risk as compared to funds that invest in senior unsecured debt, senior subordinated debt or equity in comparable target companies.

Sourcing of Investment Opportunities. As a full-service, global financial services firm, Goldman Sachs maintains a broad network of relationships with companies, leveraged buyout and other private equity firms, private family investors, entrepreneurs and financial intermediaries throughout the world. As a result of its relationships, Goldman Sachs currently sees a substantial flow of proprietary potential senior secured loan origination and investment opportunities directly from borrowers, issuers and financial sponsors as well as through financial intermediaries seeking to raise financing. The opportunities that result from Goldman Sachs’ relationships often are presented on a proprietary basis. The Collateral Servicer believes that its differentiated access to origination and investment opportunities provides a meaningful competitive advantage.

Global Presence. The Collateral Servicer believes that Goldman Sachs’ global presence should provide an important advantage in identifying and evaluating investment opportunities for the Issuer. To support its broad geographic focus, the Merchant Banking Division of Goldman, Sachs & Co. (“MBD”) has over 150 investment professionals in New York, London, Hong Kong, Tokyo, San Francisco, Beijing and Mumbai. By utilizing investment professionals located around the world and leveraging local market relationships, knowledge and expertise, PIA can source, assess and make opportunistic investments across the globe with a knowledgeable local perspective. Further, Goldman Sachs is a leader in the U.S. and European leveraged loan markets which it believes will be a key advantage as the Collateral Servicer targets those geographic areas.

Experience and Expertise in Various Industries. PIA has invested in a variety of industries over the past two decades including services/distribution, media/communications, consumer products, specialty retail, manufacturing/industrial, financial/insurance, energy and healthcare. Moreover, Goldman Sachs

19 While the Issuer will seek to achieve the targeted returns, these targeted returns should not be construed as providing any assurance or guarantee as to the actual returns that will be realized by the Issuer. In addition, actual realized returns will be subject to servicing fees and supplemental servicing fees, and therefore will be lower. See Section VI: “Risks and Potential Conflicts of Interest” for a discussion of the risks related to the targeted returns.

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plays a leading advisory role in transactions in most industry segments and PIA professionals may call upon Goldman Sachs’ industry specialists in investment banking and other areas to assist, as appropriate, in identifying, evaluating, structuring and executing potential investments, and then, after the investment has been made, in monitoring, advising and harvesting interests in Portfolio Companies.

An investment in the Issuer will involve substantial risks and there are conflicts of interest. Prospective investors should consider these factors carefully before purchasing Class A Notes and / or Limited Partnership Interests (as defined in Section II: “Summary of Terms of the Offered Securities”). See Section VI: “Risks and Potential Conflicts of Interest.”

Page 22 of 150 II. SUMMARY OF TERMS OF THE OFFERED SECURITIES

The following information is a summary only and is qualified in its entirety by the Agreement of Limited Partnership (as amended, the “Issuer Partnership Agreement”) of Broad Street Loan Partners 2013 Europe, L.P. (the “Issuer”) and the Indenture and the Class A Note Purchase Agreement (or possibly one or more pari passu secured credit facilities) between the Issuer and the trustee governing the Class A Notes (collectively, the “Indenture”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Indenture, the Class A Note Purchase Agreement (together with the Indenture and any credit facilities, the “Note Purchase Documents”), the Agreement of Limited Partnership of the Issuer (as amended and restated from time to time, the “Issuer Partnership Agreement” and together with the Note Purchase Documents, the “Offering Documents”) or the subscription booklet (the “Subscription Booklet” and together with the Issuer Partnership Agreement, the “Partnership Documents”), as applicable.

An investment in the Issuer will involve substantial risks and there are conflicts of interest. Prospective investors should consider these factors carefully before purchasing Class A Notes and / or Limited Partnership Interests. See Section VI: “Risks and Potential Conflicts of Interest.”

INTRODUCTION AND OVERVIEW

The Issuer Broad Street Loan Partners 2013 Europe, L.P. is a Scottish limited partnership registered under the United Kingdom Limited Partnerships Act, formed on February 28, 2013, for the sole purpose of (i) purchasing, or otherwise acquiring, and holding Collateral Obligations, investments in Qualified Co-Issuers and Eligible Investments, and (ii) activities related or incidental thereto, including (a) issuing the Class A Notes and the Limited Partnership Interests, (b) entering into Eligible Hedging Agreements, the Class A Note Purchase Agreements and the Issuer Partnership Agreement, and (c) issuing certain limited permitted indebtedness in addition to the Class A Notes described herein.

The Issuer will not have any material assets other than: (i) Collateral Obligations; (ii) investments in Qualified Co-Issuers, (iii) Eligible Investments; (iv) Eligible Hedging Agreements; (v) rights under the Class A Note Purchase Agreements and the Issuer Partnership Agreement; and (vi) other ancillary assets, including equity securities and other assets acquired in exchange for Collateral Obligations as a result of any foreclosure, restructuring or workout of the issuers of Collateral Obligations.

The Issuer will not be registered under the U.S. Investment Company Act of 1940, as amended (the “Investment Company Act”), pursuant to the exceptions provided by Rule 3a-7 and Section 3(c)(7) thereunder. See “—Eligible Investors in Class A Notes” and “—Eligible Investors in Limited Partnership Interests” below.

The Limited Partnership Interests and the Class A Notes (together, the “Offered Securities”) will not be registered under the Securities Act of 1933, as amended (the “Securities Act”) in reliance upon the exemption from registration provided by Regulation S thereunder. The Offered Securities will not be offered or sold within the United States, and such offering and sales will be made in compliance with the requirements of Regulation S. In addition, the Limited Partnership Interests may not be assigned or transferred without the written consent

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of the General Partner, and the Class A Notes may not be assigned or transferred without the written consent of the Collateral Servicer, on behalf of the Issuer.

Loan Partners 2013 Entities The Issuer may co-invest with Broad Street Loan Partners 2013 Onshore, L.P., Broad Street Loan Partners 2013, L.P., Broad Street Loan Partners 2013 UK, L.P., and other parallel issuers having substantially similar terms as the Issuer (the “Issuers” or “Loan Partners 2013 Issuers”) that may be formed under the laws of the Cayman Islands, Delaware and / or other jurisdictions on or prior to the Final LP Closing Date to address certain investor needs, including to segregate commitments of investors that are UK pension plans that cannot invest in delayed draw Collateral Obligations and revolving Collateral Obligations. The Loan Partners 2013 Issuers generally expect to invest on a side-by-side basis in investments in proportion to their respective total commitments. The Loan Partners 2013 Issuers may also co-invest in investments together with one or more other vehicles or accounts managed by Goldman Sachs formed on or prior to the Final LP Closing Date that may have financing and / or other terms that differ from the Issuer (such vehicles and accounts, the “Other Loan Partners 2013 Issuers,” and collectively with the Loan Partners 2013 Issuers, the “Loan Partners 2013 Entities”). It is expected, however, that (i) the participation of the Loan Partners 2013 Entities in investments will vary as between such entities based upon relevant legal, tax, regulatory, investment mandate and such other considerations that the Collateral Servicer and / or, in the case of certain accounts, investors, deem appropriate for each such Loan Partners 2013 Entity, and (ii) the manner in which investments are structured may vary among the Loan Partners 2013 Entities.

To the extent necessary at subsequent closings of each Loan Partners 2013 Issuer, assets previously acquired by the existing Loan Partners 2013 Issuers may be transferred among the Loan Partners 2013 Issuers at their investment cost plus the cost of carry to achieve a pro rata allocation of all assets among the Loan Partners 2013 Issuers. The Other Loan Partners 2013 Entities are not expected to participate in any such rebalancing of assets.

The General Partner Broad Street Loan Partners 2013 Advisors, Ltd. is a Cayman Islands exempted company with limited liability incorporated on January 31, 2013 under the Companies Law (2012 Revision) for the sole purpose of acting as the general partner of the Offshore Issuers (the “General Partner”). The shares of the General Partner are held, directly or indirectly, by The Goldman Sachs Group, Inc. (“GS Group”) (together with Goldman, Sachs & Co., and the other subsidiaries and affiliates of GS Group, including the General Partner, “Goldman Sachs”). The directors of the General Partner are officers or employees of Goldman Sachs.

The Collateral Servicer Goldman, Sachs & Co., a New York limited partnership (the “Collateral Servicer”), as collateral servicer for the Issuer, will act on behalf of the Issuer in asset selection, monitoring, harvesting, hedging, and activities related to the foregoing (including certain servicing and administrative functions) with respect to the Collateral Obligations and the other

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assets of the Issuer. The Collateral Servicer and the Issuer (and the General Partner) will enter into a Collateral Servicing Agreement, dated as of the Initial LP Closing Date (the “Collateral Servicing Agreement”).

The Collateral Servicer will be paid an annual Servicing Fee (as defined below) based on the LP Aggregate Commitment Amount, which will be adjusted after the LP Commitment Period to be based on the lesser of the Issuer’s net invested capital and the LP Aggregate Commitment Amount. The Collateral Servicer will also be paid a Supplemental Servicing Fee (as defined below) based on total profits of the Issuer if the Issuer achieves a Hurdle Return determined based on the Financial Statement Values of its assets. Both such fees are described more fully in “Servicing Fee and Supplemental Servicing Fee” below.

The Offerings The Issuer expects to offer (a) two classes of senior secured notes of the Issuer: (i) Senior Secured Floating Rate Revolving Notes (the “Class A-1 Notes”) and (ii) Senior Secured Floating Rate Delayed Draw Notes (the “Class A-2 Notes,” and together with the Class A-1 Notes, the “Class A Notes”) and (b) Limited Partnership Interests in the Issuer, all in accordance with the terms set forth herein.

Investment Objective The Issuer’s investment objective is to achieve current income as well as long-term capital appreciation principally through investments in Collateral Obligations consisting of senior secured loans of companies located primarily in North America and Europe. The Issuer will be primarily focused on purchasing Senior Secured Loan Investments, although the Issuer may also purchase Other Investments. The Collateral Servicer will generally seek investments on behalf of the Loan Partners 2013 Entities of $200 million to $500 million in size, of which between $100 million to $300 million is expected to be made by the Loan Partners 2013 Issuers. However, the size of any investment may be smaller or larger.

The Issuer’s performance objective is to generate a compound annual leveraged gross rate of return on invested Limited Partnership Interests of 16-20%.20 For individual investments, the target rate of return will be commensurate with the assessed degree of risk.

The Issuer has chosen its performance objective based on the current investment environment for senior secured and unsecured loans. In evaluating potential investments for the Issuer, the Collateral Servicer will seek to employ thorough credit analysis, due diligence and careful asset selection, and will consider, among other things, an investment’s purchase price, stated interest income, the potential for prepayment penalties, and its expected cash flows over the Issuer’s holding period, as well as the cost of the Issuer’s leverage, and any relevant legal, tax or regulatory considerations.

By analyzing these factors, the Collateral Servicer aims to acquire a range of investments for the Issuer that will help the Issuer meet its target gross internal rate of return.

20 Targeted returns are stated on a gross basis; actual investor returns will be subject to Servicing Fees and Supplemental Servicing Fees, and therefore will be lower.

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There can be no assurance that the Issuer will achieve its performance objectives or the stated target rate of return.

Investments may be sourced by Goldman Sachs or other arrangers, and may include, without limitation, investments in entities in which Goldman Sachs and / or an affiliate of Goldman Sachs previously have invested or are concurrently investing.

Page 26 of 150 THE CLASS A NOTES OFFERING

Class A-1 Notes:

Class A-1 Notes Description Pursuant to the Class A-1 Note Purchase Agreement to be entered into on the Initial Class A-1 Closing Date among the Issuer, the initial holders of the Class A-1 Notes purchased under an indenture and The Bank of New York Mellon, as the Note Agent (such agreement, inclusive of any credit agreements that may be entered into if some or all of the Class A Notes are issued under one or more credit agreements rather than an indenture, the “Class A-1 Note Purchase Agreement”), the holders of the Class A-1 Notes (the “Class A-1 Holders”) will agree to fund borrowings at any time during the Class A-1 Commitment Period, subject to compliance with certain borrowing conditions described under “—Availability” herein, to the Issuer in an aggregate principal amount of at least the Issuer’s Ratable Portion (as defined below) of $1 million pursuant to the U.S. Dollar denominated Class A-1 Notes (or the Euro equivalent thereof pursuant to the Euro denominated Class A-1 Notes), subject to adjustment as indicated herein. Borrowings under the Class A-1 Notes may be made on a revolving basis and advances repaid may be reborrowed.

The “Ratable Portion” means, with respect to the Issuer, the ratio that the Total Commitment Amount of the Issuer bears to the sum of the “total commitment amounts” of the Issuer and each of the other Loan Partners 2013 Issuers as set forth in the indenture or other credit facilities of such other Loan Partners 2013 Issuers.

The aggregate amount of commitments with respect to the Class A-1 Notes (the “Class A-1 Aggregate Commitment Amount”) of the Loan Partners 2013 Issuers is expected to be $500 million equivalent. The “Class A-1 Commitment Period” will mean the period from the Initial Class A-1 Closing Date through such date or dates as may be agreed with each holder of the Class A-1 Notes, but not later than the seventh anniversary of the Initial Class A-1 Closing Date. Borrowings will be requested, and will be required to be funded under the Class A-1 Notes, pro rata among the Class A-1 Holders on the basis of each such Class A-1 Holder’s Class A-1 Commitment Amount at the time such borrowings are requested.

The Class A-1 Holders will fund borrowings upon same day notice. Borrowings under the Class A-1 Notes on the date of each borrowing must be in a minimum amount of the Issuer’s Ratable Portion of $1 million (or the Euro equivalent thereof). The Interest Rate for the Class A-1 Notes (the “Class A-1 Notes Rate”) will initially be (i) for U.S. Dollar denominated advances, either one month LIBOR plus 225 bps per annum or the Base Rate plus 125 bps per annum, as applicable, and (ii) for Euro denominated advances, one month EURIBOR plus 225 bps per annum. “Base Rate” means, for any day, a rate per annum equal to the greater of (a) the prime rate in effect on such day and (b) the federal funds rate in effect on such day plus 50 bps.

The Issuer may, in its sole discretion, prepay the Class A-1 Notes at any time. Any prepayment of the Class A-1 Notes will not reduce the

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amount available to be borrowed under the Class A-1 Commitment Amount of the Class A-1 Holders during the Class A-1 Commitment Period. Prepayments of the Class A-1 Notes may be made without any prepayment premium.

Maturity of Class A-1 Notes The Maturity of the Class A-1 Notes (the “Class A-1 Maturity”) will be such date or dates as may be agreed with each holder of the Class A-1 Notes, but not later than the seventh anniversary of the Class A-1 Closing Date; provided, that the Class A-1 Maturity may be extended with the consent of the Issuer and each affected Class A-1 Holder (and any such extended Class A-1 Notes will bear interest at such amended Class A-1 Notes Rate as may be agreed between the Issuer and the affected Class A-1 Holder).

Class A-1 Commitment Fees During the Class A-1 Commitment Period, commitment fees (“Class A-1 Commitment Fees”) will accrue at a rate of 0.50% per annum for such time as less than 50% of the Class A-1 Commitment Amount of the applicable Class A-1 Holder has been borrowed and otherwise, 0.20% per annum on the average daily balance of the aggregate amount available to be borrowed under the Class A-1 Commitment Amount on each day from and including the Initial Class A-1 Closing Date to but excluding the last day of the Class A-1 Commitment Period.

Commitment Fees will be payable in arrears on each Payment Date. No Commitment Fees will be payable to any Class A-1 Holder that has defaulted on its obligations under the Class A-1 Note Purchase Agreement.

Class A-2 Notes:

Class A-2 Notes Description Pursuant to the Class A-2 Note Purchase Agreement to be entered into on the Initial Class A-2 Closing Date among the Issuer, the initial holders of the Class A-2 Notes purchased under an indenture and The Bank of New York Mellon, as the Note Agent (such agreement, inclusive of any credit agreements that may be entered into if some or all of the Class A Notes are issued under one or more credit agreements rather than an indenture, the “Class A-2 Note Purchase Agreement,” and together with the Class A-1 Note Purchase Agreement, the “Class A Note Purchase Agreements”), the holders of the Class A-2 Notes (the “Class A-2 Holders,” and together with the Class A-1 Holders, the “Class A Holders”) will agree to fund borrowings at any time during the Class A-2 Commitment Period, subject to compliance with certain borrowing conditions described under “—Availability” herein, to the Issuer in an aggregate principal amount of at least the Issuer’s Ratable Portion of $25 million for the Loan Partners 2013 Issuers pursuant to the U.S. Dollar denominated Class A-2 Notes and up to the Euro equivalent thereof pursuant to the Euro denominated Class A-2 Notes, subject to adjustment as indicated herein. Borrowings under the Class A-2 Notes will not be made on a revolving basis and advances repaid may not be reborrowed, except with respect to Unutilized Amounts.

The aggregate amount of commitments with respect to the Class A-2 Notes (the “Class A-2 Aggregate Commitment Amount” and, together with the Class A-1 Aggregate Commitment Amount, the “Class A

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Aggregate Commitment Amount”) of the Loan Partners 2013 Issuers is expected to be up to $4.2 billion equivalent (up to $2.31 billion of which is expected to be denominated in U.S. Dollars and up to $1.89 billion equivalent is expected to be denominated in Euros) (which amount, upon exercise of the accordion facilities provided in the Class A-2 Note Purchase Documents, may be increased up to $6.0 billion equivalent in the aggregate). The “Class A-2 Commitment Period” will mean the period from the Initial Class A-2 Closing Date through the third anniversary of the Initial Class A-2 Closing Date; provided, however, that if the General Partner with the approval of the Investment Advisory Committee extends the LP Commitment Period by one or more one- year periods, the Class A-2 Commitment Period shall be concurrently extended, up to a maximum of two successive one-year periods. Borrowings will be requested, and will be required to be funded under the Class A-2 Notes pro rata among the Class A-2 Holders on the basis of each such Class A-2 Holder’s Class A-2 Commitment Amount at the time such borrowings are requested. The Aggregate Outstanding Amount of the Class A-2 Notes will increase upon each borrowing under the Class A-2 Notes by the amount of such borrowing.

The Class A-2 Holders will not be required to fund borrowings more than 24 times per calendar year (borrowings made on the same date will constitute a single borrowing, and revoked borrowings in connection with Unutilized Amounts will count toward this limit), upon 6 business days’ notice for each such borrowing. Borrowings under the Class A-2 Notes on the date of each borrowing must be in a minimum amount of the Issuer’s Ratable Portion of $25 million (or the Euro equivalent thereof).

The Interest Rate for the Class A-2 Notes will be one month LIBOR plus 225 bps per annum for U.S. Dollar denominated advances and one month EURIBOR plus 225 bps per annum for Euro denominated advances.

Prepayments of the Class A-2 Notes may be made at any time, subject, in the case of any prepayment prior to the second anniversary of the Initial Class A-2 Closing Date, to the payment of a make-whole premium on the principal amount of the Class A-2 Notes prepaid with the proceeds of a debt refinancing; provided, that no premium will be payable in the case of any prepayments in respect of Unutilized Amounts or in connection with any rebalancing of assets among the Loan Partners 2013 Entities. Prior to an Event of Default, except with respect to payments made pursuant to a Mandatory Prepayment, the Issuer will not be obligated to prepay the principal amount of the Class A-2 Notes.

Maturity of Class A-2 Notes The Maturity of the Class A-2 Notes (the “Class A-2 Maturity” and, the later of the Class A-1 Maturity and the Class A-2 Maturity, the “Maturity Date”) will be the seventh anniversary of the Initial Class A-2 Closing Date.

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Class A-2 Commitment Fees During the Class A-2 Commitment Period, commitment fees (“Class A-2 Commitment Fees,” and together with the Class A-1 Commitment Fees, “Commitment Fees”) will accrue at the applicable rate per annum described below on the average daily balance of the aggregate amount available to be borrowed under the Class A-2 Commitment Amount on each day from and including the Initial Class A-2 Closing Date to but excluding the last day of the Class A-2 Commitment Period. The Class A-2 Commitment Fees will accrue at a rate of 0.50% per annum until 50% of the Class A-2 Commitment Amount of the applicable Class A-2 Holder has been borrowed and thereafter, 0.20% per annum.

Commitment Fees will be payable in arrears on each Payment Date. No Commitment Fees will be payable to any Class A-2 Holder that has defaulted on its obligations under the related Class A-2 Note Purchase Agreement.

Closing Payments The Issuer may, in its discretion, pay to certain Class A Holders closing payments and / or issue the Class A Notes with original issue discount. Any such closing payments may, at the Issuer’s option, be paid as a deduction from the proceeds of borrowings under such Class A Holders’ Class A Notes, and may be allocated among Class A Holders based on the relative size of Class A Holders’ respective Class A Commitment Amounts.

Terms Generally Applicable to both Class A-1 and Class A-2 Notes:

Form of Class A Notes The Class A Notes will be issued pursuant to an indenture (the “Indenture”) between the Issuer and the Trustee in the form of physical certificates, registered in the name of the beneficial owner thereof, in definitive, fully registered form. The Class A Notes may also be issued under one or more credit agreements with substantially the same terms as those set forth in the Indenture and the Class A Note Purchase Agreements.

Aggregate Outstanding The aggregate principal amount of the Class A-1 Notes or the Class A-2 Amount of Class A Notes Notes, or the Class A Notes collectively, is referred to herein as the “Aggregate Outstanding Amount” of each such Class, respectively.

Eligible Investors in Class A The Class A Notes of the Issuer will be offered outside the United Notes States to persons who are “accredited investors” as defined in paragraphs (1), (2), (3), or (7) of Rule 501(a) under the Securities Act. In addition, purchasers of the Class A Notes must be “qualified purchasers” as defined in Section 2(a)(51) of the Investment Company Act (“Qualified Purchasers”) or “non-U.S. persons” as defined in Regulation S under the Securities Act (“Non-U.S. Persons”). Goldman Sachs may, but is not obligated to, purchase up to 5% of the maximum principal amount of the Class A Notes.

Class A Notes Closing Dates The initial closings of the issuance of the Class A-2 Notes and the Limited Partnership Interests shall occur on the same date, and the initial closing of the issuance of the Class A-1 Notes may occur on such date or on another date (the date of the initial closing of the issuance of

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the Class A-1 Notes will be referred to as the “Initial Class A-1 Closing Date”; the date of the initial closing of the issuance of the Class A-2 Notes will be referred to as the “Initial Class A-2 Closing Date”). The Issuer may also elect to hold multiple closings of the issuance of Class A-1 Notes and / or Class A-2 Notes (the date of the initial closing of the issuance of Class A Notes will be referred to as the “Initial Notes Closing Date” and the date of the final closing of the issuance of Class A Notes will be referred to as the “Final Notes Closing Date”) of the Issuer in order to issue Class A Notes to existing or additional Class A Holders following the Initial Class A-1 Closing Date or the Initial Class A-2 Closing Date, as applicable.

Availability The Issuer will be entitled to borrow under the Class A-1 Notes and Class A-2 Notes upon the giving of the requisite prior written notice thereof (each, a “Borrowing Notice”) so long as a certificate of the Issuer, dated the date of the Borrowing Notice, has been delivered to the Note Agent to the effect that (A) no Default or Event of Default has occurred which is continuing or would occur as a result of the borrowing, (B) commencing with the end of the first full fiscal quarter after the Initial Notes Closing Date, the Minimum Interest Coverage Test is satisfied, (C) at any time after 80% of the Total Commitment Amount has been invested by the Issuer and Qualified Co-Issuers in Collateral Obligations, the Principal Balance of the Collateral Obligations is greater than 40% of the aggregate cost of such Collateral Obligations, (D) after giving effect to such additional borrowing (i) the then Aggregate Outstanding Amount of the Class A Notes is not greater than the Class A Aggregate Commitment Amount of the Class A Notes, (ii) the Principal Coverage Test is satisfied and (iii) the then Aggregate Outstanding Amount of the Class A Notes (calculated using the spot currency exchange rate (the “Applicable Dollar Spot Market Exchange Rate”) in effect 2 business days prior to the date of the immediately preceding Payment Date) will not, by reason of fluctuations in currency exchange rates, exceed 105% of the Class A Aggregate Commitment Amount of the Class A Notes (calculated using the Applicable Dollar Spot Market Exchange Rate in effect on the Initial Class A-1 Closing Date or Initial Class A-2 Closing Date, as applicable).

The Issuer will be entitled to (i) revoke any Borrowing Notice with respect to the Class A-2 Notes at any time prior to the date of the applicable advance; provided, that the Issuer will pay any break funding costs attributable to early termination of a LIBOR or EURIBOR period actually incurred by the Class A-2 Holders and (ii) prepay any amounts or a portion thereof (without any prepayment premium) borrowed pursuant to a Borrowing Notice with respect to the Class A-2 Notes at any time up to 10 business days after the date of such borrowing if such amounts described in (i) or (ii) above have not been invested by the Issuer or any Qualified Co-Issuer in Collateral Obligations (such uninvested amounts, “Unutilized Amounts”). All Unutilized Amounts so prepaid to the Class A-2 Holders will be made available to the Issuer to be reborrowed during the Class A-2 Commitment Period.

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Currencies The Class A-1 Notes will be issued in pari passu U.S. Dollar and Euro denominated tranches. The Class A-2 Notes will be issued in pari passu U.S. Dollar and Euro denominated tranches.

All U.S. Dollar equivalent amounts for purposes of determining the Aggregate Outstanding Amount of the Class A Notes, the accrual of Commitment Fees, interest accrual or payment, or principal payment in a currency other than U.S. Dollars will be calculated using the Applicable Dollar Spot Market Exchange Rate in effect 2 business days prior to the immediately preceding Payment Date (or in the case of any borrowing under the Class A-1 Notes or Class A-2 Notes, the date of such borrowing).

Status and Ranking The Class A Notes will be limited recourse senior secured obligations of the Issuer. Except as otherwise provided herein, the Class A Notes will be senior in right of payment on each Payment Date to the Limited Partnership Interests. The Class A-1 Notes and the Class A-2 Notes will rank pari passu with each other, including with respect to (i) security in the Collateral Obligations and other pledged assets, (ii) the accrual and payment of interest and Commitment Fees on the Class A Notes at the respective rates prescribed therefor, and (iii) Mandatory Prepayments. Payments to the Class A Holders will be made ratably among the Class A Holders in proportion to the Aggregate Outstanding Amount of the Class A Notes held by each Class A Holder, except in the case of voluntary prepayments of the Class A-1 Notes (in which case payments to the Class A-1 Holders will be made ratably among the Class A-1 Holders in proportion to the Aggregate Outstanding Amount of the Class A-1 Notes held by each Class A-1 Holder) or voluntary prepayments of the Class A-2 Notes (in which case payments to the Class A-2 Holders will be made ratably among the Class A-2 Holders in proportion to the Aggregate Outstanding Amount of the Class A-2 Notes held by each Class A-2 Holder).

Payment Date With respect to the Class A Notes, the “Payment Date” will be the first day of each month (or if any such day is not a business day, the next succeeding business day), commencing with the first full month after the Initial Notes Closing Date. The last Payment Date with respect to the Class A Notes will be the earlier of the date of the Maturity of the applicable class or such earlier Payment Date on which the principal of the applicable class of Class A Notes is paid in full.

Interest Accrual Interest will accrue during an Interest Accrual Period on the outstanding principal balance of the Class A Notes at the related Interest Rate and will be payable on the Class A Notes in arrears on the next succeeding Payment Date.

Interest will be computed on the basis of the actual number of days elapsed in a given Interest Accrual Period over a year of 360 days, such that interest accrues from the previous Payment Date to, but excluding, the current Payment Date. Interest with respect to the Class A Notes will be calculated based upon the Aggregate Outstanding Amount of the Class A Notes on each day in the relevant Interest Accrual Period.

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The Issuer will not be required to compensate the Class A Holders for any increased costs or for any decrease in their rate of return due to changes in capital requirements, in each case, caused by any change in law or by any regulatory change resulting from the adoption or implementation of any capital requirement.

If an Event of Default resulting from a default in payment of Commitment Fees, interest or principal, or a default that would be such an Event of Default but for the grace period, has occurred and is continuing (including during any applicable cure period), interest will accrue on overdue amounts under the Class A Notes at the applicable Interest Rate, plus 1.00% per annum.

If any interest due and payable in respect of any Class A Note is not punctually paid or duly provided for on the applicable Payment Date or at the Maturity Date, and such default continues for five (5) Business Days (as to be defined in the Indenture), an Event of Default under such Class A Notes will occur.

Interest Accrual Period With respect to the first Payment Date, the period (the “Interest Accrual Period”) from and including the Initial Notes Closing Date to but excluding the day that is eight (8) business days prior to the first Payment Date; with respect to each succeeding Payment Date, the period from and including the day that is eight (8) business days prior to the immediately preceding Payment Date, to but excluding the day that is eight (8) business days prior to such Payment Date; and with respect to the Maturity Date, the period from and including the day that is eight (8) business days prior to the immediately preceding Payment Date to but excluding the Maturity Date.

Interest Determination Date The second business day preceding the first day of a given Interest Accrual Period.

Interest Reserve On each advance date, the Issuer will deposit into a separate account (the “Interest Reserve Account”) an amount such that the amount on deposit in the Interest Reserve Account is equal to three month’s interest on the Class A-2 Notes based on the then Aggregate Outstanding Amount of the Class A-2 Notes and the then applicable Interest Rate. The amount required to be on deposit in the Interest Reserve Account will be adjusted (upward or downward as necessary) on each Payment Date, based on the Interest Rate determined on the Interest Determination Date immediately preceding such Payment Date. Amounts required to be on deposit in the Interest Reserve Account may be withdrawn only for the purpose of paying interest or principal on the Class A-2 Notes to the extent of any shortfall after application of funds in the Collection Account according to the applicable Priority of Payments. If interest on any Class A-2 Note is paid from the Interest Reserve Account, the Issuer will, within 90 days of such event, fully fund the Interest Reserve Account from (i) LP Commitment Drawdowns funded by the Limited Partners, (ii) funds applied pursuant to the Section entitled “—Priority of Payments (No Event of Default)” below or (iii) any other sources of funds available to the Issuer.

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Payment Account Payments in respect of each outstanding Class A Note will be made on each Payment Date by the Issuer to the Note Agent on behalf of the Class A Holders by wire transfer to the Payment Account. The Payment Account will be established and maintained as of the earlier of the Class A-1 Closing Date and the Class A-2 Closing Date, and will be held in the name of the Note Agent.

Scheduled Principal None. The respective Aggregate Outstanding Amounts of the Class A- Amortization of the Class A 1 Notes and the Class A-2 Notes will be due and payable on the Notes applicable Class A-1 Maturity and Class A-2 Maturity, respectively, except as may be required in the case of any mandatory prepayments thereof.

Collateral for the Class A The Class A Notes will be secured by a first priority perfected security Notes interest in the following (the “Collateral”):

(i) (x) the accounts of the Issuer and any Qualified Co-Issuer into which collections from the Issuer’s and the Qualified Co-Issuer’s Collateral Obligations and Eligible Investments are deposited (collectively, the “Collection Account”) and (y) the Interest Reserve Account;

(ii) the Collateral Obligations and Eligible Investments (other than Excluded Assets) owned by the Issuer and any Qualified Co-Issuer from time to time (and the accounts in which such Collateral Obligations and Eligible Investments are held);

(iii) the investments issued by a Qualified Co-Issuer that are owned by the Issuer;

(iv) any Eligible Hedging Agreements; and

(v) all other assets of the Issuer and each Qualified Co-Issuer.

Uncalled commitments of the Limited Partners will not be pledged as Collateral to secure the Class A Notes.

“Excluded Assets” means (i) those Collateral Obligations which by the terms of the documents evidencing, or by which the Issuer or any Qualified Co-Issuer acquired, such Collateral Obligations prohibit the granting of the security interest and are therefore not pledged to the Collateral Agent, (ii) Collateral Obligations securing permitted limited recourse indebtedness and (iii) equity securities acquired in exchange for Collateral Obligations as a result of any foreclosure, restructuring or workout of the issuers of Collateral Obligations. “Eligible Investments” means cash and cash equivalents.

Proceeds of harvests or sales of Collateral Obligations and Eligible Investments will be deposited into the Collection Account. Collateral Obligations and Eligible Investments may be held in accounts (that are pledged to the Collateral Agent) at Goldman, Sachs & Co., Goldman Sachs International and / or other institutions.

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Collateral Obligations An obligation will constitute a collateral obligation (a “Collateral Obligation”) and will be eligible for purchase if, at the time it is purchased or entered into (or a commitment is made to purchase or enter into such Collateral Obligation), it satisfies the following criteria (“Eligibility Criteria”):

a) such obligation is (i) a senior secured loan or note, including a first lien senior secured loan or note, purchased by the Issuer directly from the related borrower, by assignment from another lender or participation with a third party (a “Senior Secured Loan Investment”) or (ii) a second lien senior secured loan or note, a senior unsecured loan or note or a subordinated loan or note or PIK Debt purchased by the Issuer directly from such borrower, by assignment from another lender or participation with a third party (an “Other Investment”);

b) such obligation is not convertible into or exchangeable for equity securities;

c) such obligation is not (i) secured by commercial real estate, (ii) a non-performing loan, or (iii) a non-performing loan portfolio, each as reasonably determined by the Collateral Servicer;

d) is denominated in Euros, U.S. Dollars, Pounds Sterling, Danish Kroner, Norwegian Krone, Swedish Krona, Canadian Dollars, Swiss Francs, Australian Dollars, New Zealand Dollars, Japanese Yen or South African Rand (or any other currency selected by the Collateral Servicer and approved by the Investment Advisory Committee) and is not convertible or payable in any other currency;

e) is an obligation of a borrower or borrowers having a principal place of business, significant operations or a jurisdiction of incorporation in the United States of America, Canada, Australia, New Zealand, the United Kingdom, Ireland, France, the Netherlands, Germany, Sweden, Switzerland, Austria, Belgium, Denmark, Finland, Iceland, Liechtenstein, Luxembourg, Norway, Spain, Greece, Italy, Portugal, Japan or South Africa (or any other jurisdiction selected by the Collateral Servicer and approved by the Investment Advisory Committee);

f) is not an obligation or security of a borrower that is, or is domiciled in, a sovereign country with respect to which business transactions and other dealings are prohibited by laws of any such jurisdiction;

g) unless such obligation or security is a delayed draw Collateral Obligation, a revolving Collateral Obligation or a Collateral Obligation in the form of a guarantee, does not require any future advances to be made to the related issuer or obligor on or after the date of acquisition of such Collateral Obligation;

h) is not an operating lease, a capital lease or a finance lease;

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i) is not a Collateral Obligation that accrues interest at a floating rate that moves inversely to a reference rate or index;

j) is a Collateral Obligation that has a final effective maturity date of not more than twelve (12) years from the date of issuance of such Collateral Obligation;

k) is not a swap transaction, debt security or other security issued by a trust or similar vehicle linked to the credit performance of one or more reference obligations (each, a “Synthetic Security”); and

l) is an “eligible asset” as defined in Rule 3a-7 under the Investment Company Act.

In addition, the Issuer may from time to time impose restrictions on the types of assets in which it or any Qualified Co-Issuers may invest taking into account legal, tax or regulatory restrictions applicable to the Issuer or any Qualified Co-Issuers, the General Partner, one or more Limited Partners and / or the Class A Holders. The General Partner will notify the Limited Partners and the Class A Holders of any such restrictions from time to time.

The classification of Collateral Obligations as Senior Secured Loan Investments or Other Investments will be determined in the good faith discretion of the Collateral Servicer.

“PIK Debt” shall mean, at any time of determination, any Collateral Obligation that in the reasonable determination of the Collateral Servicer permits all or a portion of the remaining interest payments thereon (but excluding any fees and/or OID) to accrete or be capitalized as additional principal thereof; provided that a Collateral Obligation shall not be deemed to be PIK Debt so long as the underlying borrower has made the most recent interest payment in cash.

Investments in Qualified Co- Investments issued by a Luxembourg société à responsabilité limitée, Issuers trust or other similar Luxembourg vehicle or entities formed in other jurisdictions; provided, that all or substantially all of the assets of such vehicle or entity consist of Collateral Obligations and Eligible Investments (any such vehicle or entity meeting the requirements above, a “Qualified Co-Issuer”).

Acquisition of Collateral In connection with the initial call for LP Commitment Drawdowns (as Obligations in Connection described below) issued to the Limited Partners, the Issuer and the with Initial Commitment Call Qualified Co-Issuers intend to acquire or commit to acquire from from Limited Partners Affiliates of the Collateral Servicer or from third parties Collateral Obligations in an aggregate principal amount of up to 5-10% of the sum of the Class A Aggregate Commitment Amount and the LP Aggregate Commitment Amount as of the Initial LP Closing Date.

Eligible Hedging Agreements The Issuer may, but is not required to, engage in currency hedging, interest rate hedging or other hedging strategies in order to manage risk and return trade-offs. “Eligible Hedging Agreements” include interest rate or foreign exchange derivatives, including swaps, forward

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contracts, futures or options that are used on an asset specific or portfolio wide basis for hedging purposes related to Collateral Obligations as determined to be appropriate by the Collateral Servicer, that either (a) are designed to assure the servicing or timely distribution of proceeds to Limited Partners or Class A Holders or (b) arise out of activities that are related or incidental to purchasing, or otherwise acquiring, and holding Collateral Obligations; provided, that no such transaction will be entered into solely for speculative purposes. The Issuer will bear any expenses incurred in connection with any such transactions. The Issuer’s rights under Eligible Hedging Agreements will be pledged to the Collateral Agent as collateral for the Class A Notes.

Sale of Collateral Obligations In addition to harvesting Collateral Obligations through optional or mandatory prepayment or repayments, the Issuer and the Qualified Co- Issuers will have the right, subject to the terms of the Issuer Partnership Agreement and the Indenture, to sell or otherwise dispose of Collateral Obligations from time to time, and any such Collateral Obligations sold or disposed of will be automatically released from pledge under the applicable security documents, subject to the following paragraph.

Notwithstanding anything to the contrary, no acquisition or disposition of Collateral Obligations, Eligible Investments or other investments may be effected by or on behalf of the Issuer or any Qualified Co-Issuer for the primary purpose of recognizing gains or decreasing losses resulting from market value changes. Furthermore, no Collateral Obligation that was acquired by the Issuer or any Qualified Co-Issuer in a secondary market transaction for a price that is less than 75% of its principal amount may be disposed of prior to the repayment or prepayment of such Collateral Obligation, unless such Collateral Obligation is a Defaulted Obligation or a Credit Risk Obligation, as determined by the Collateral Servicer. Subject to the foregoing, “discretionary sales” (i.e. sales other than sales of Defaulted Obligations or Credit Risk Obligations) of Collateral Obligations in any 12 month period will not exceed 20% of the Total Commitment Amount.

Any transfers of Collateral Obligations that have been acquired or committed to in excess of the principal amount desired to be held by the Issuer will be completed within 90 days of the acquisition thereof on a cost plus interest basis.

Substitution of Collateral In the discretion of the Collateral Servicer, proceeds realized by the Issuer or any Qualified Co-Issuer prior to the end of the LP Commitment Period from the sale or repayment of any Collateral Obligation (but not in excess of the cost of any such Collateral Obligation), in an aggregate amount not to exceed the LP Aggregate Commitment Amount, may be applied by the Issuer or any Qualified Co-Issuer, at any time from the Initial LP Closing Date through the end of the second anniversary after the expiration of the LP Commitment Period (such period, the “Substitution Period”), consistent with Clause Twelfth of the Priority of Payments (No Event of Default), to acquire additional Collateral Obligations (the aggregate proceeds so applied, at any time, the “Recycled Proceeds Amount”), so long as (i) pro forma for the application of such proceeds, the Portfolio Profile Test, the Minimum

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Interest Coverage Test and the Principal Coverage Test are satisfied, or if not satisfied, improved, and (ii) any such sale or reinvestment of Collateral Obligations is not effected by or on behalf of the Issuer or any Qualified Co-Issuer for the primary purpose of recognizing gains or decreasing losses resulting from market value changes.

Priority of Payments So long as no Event of Default has occurred and is continuing, the (No Event of Default) Issuer will be entitled to make withdrawals from the Collection Account on each Payment Date according to the following priority:

First: to pay taxes, registration and filing fees of the Issuer and each Qualified Co-Issuer and to establish appropriate reserves in the Collection Account to pay such amounts;

Second: to pay all amounts (including margin calls and any payments on termination) then due and payable to counterparties under Eligible Hedging Agreements;

Third: to pay first, the fees and expenses and indemnities of the Trustee, the Collateral Agent, the Note Agent and the LP Agent under each of the Indenture, the Class A Note Purchase Agreement (or, in the event any of the Class A Notes are issued under one or more credit agreements, such credit agreements) and the related security documents, and the Paying Agent Agreement (collectively, the “Transaction Documents”) and second, other administrative expenses (inclusive of all operating, administrative, legal and other expenses incurred by the Issuer in connection with the Class A Notes, the Limited Partnership Interests, the acquisition of Collateral Obligations or related activities) in an amount not to exceed the Issuer’s Ratable Portion of $25 million in any period of 12 consecutive months;

Fourth: to pay all Collateral Servicer Fees to the Collateral Servicer (including payments under any CS Notes), pursuant to and in accordance with the Collateral Servicing Agreement;

Fifth: to pay amounts necessary to fund loan commitments, obligations under asset acquisition agreements and future funding obligations (including any contractual obligations to acquire Add-On Collateral Obligations) related to then existing Collateral Obligations (collectively, “Future Funding Obligations”);

Sixth: to pay interest then due and payable on a pro rata basis between the Class A-1 Notes and Class A-2 Notes in proportion to the interest then due and payable on the Class A-1 Notes and the Class A-2 Notes, until such amounts have been paid in full;

Seventh: to pay all Commitment Fees, if any, then due and owing on a pro rata basis between the Class A-1 Notes and Class A-2 Notes in proportion to the Commitment Fees then due and owing on the Class A- 1 Notes and the Class A-2 Notes;

Eighth: if the Mandatory Prepayment Test is in effect, all remaining principal and interest proceeds, to make payments on a pro rata basis between the Class A-1 Notes and Class A-2 Notes in proportion to the

Page 38 of 150 CONFIDENTIAL respective Aggregate Outstanding Amounts thereof, until either the Class A Notes have been paid in full or the Mandatory Prepayment Test is no longer in effect;

Ninth: to pay amounts necessary to fully fund the Interest Reserve Account;

Tenth: to pay administrative expenses in excess of those permitted pursuant to Clause Third above;

Eleventh: in the discretion of the Collateral Servicer, to make principal payments on the Class A-1 Notes and / or Class A-2 Notes;

Twelfth: in the discretion of the Collateral Servicer, (a) to acquire additional Collateral Obligations during the Substitution Period as described under the heading “Substitution of Collateral,” (b) to acquire Add-On Collateral Obligations and (c) to invest in Eligible Investments; and

Thirteenth: any remaining amounts, to the Issuer (which, subject to the terms of the Transaction Documents, may be deposited by the Issuer in any other accounts of the Issuer and / or used by the Issuer for its general corporate purposes and, so long as the LP Distribution Test is satisfied, to make payments in the discretion of the Collateral Servicer, to the LP Agent for distribution to the Limited Partners in accordance with the Issuer Partnership Agreement and the Paying Agent Agreement).

Notwithstanding the foregoing, the Issuer will be permitted (i) to use funds in the Collection Account at any time to pay the items specified in Clauses First, Second, Third, Fourth, Fifth, Tenth, Eleventh, Twelfth and Thirteenth above (subject to the relevant fee and expense caps, if any, set forth in those clauses), so long as an amount at least equal to the amount required to make the payments required by Clauses Sixth, Seventh and Eighth above on the next occurring Payment Date remains in the Collection Account after such withdrawal, (ii) to use the proceeds of borrowings under the Class A Notes and other permitted indebtedness and the proceeds of LP Commitment Drawdowns to acquire Collateral Obligations and for other purposes as contemplated under the Investment Objective and (iii) to make payments of LP Unutilized Amounts to the LP Agent for distribution to the Limited Partners.

Payments made pursuant to Clause Eighth above will be considered “Mandatory Prepayments.”

On each Payment Date, if and for so long as one or more of the events listed below has occurred and is continuing, the “Mandatory Prepayment Test” will be in effect and principal proceeds of Collateral Obligations will be applied to make payments on the Class A Notes as specified in the Priority of Payments:

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 in the case of any Payment Date falling at any time after 80% of the Total Commitment Amount has been invested in Collateral Obligations, on such Payment Date the aggregate Principal Balance of the Collateral Obligations is less than or equal to 40% of the aggregate cost of such Collateral Obligations;

 the Principal Coverage Test is not satisfied;

 commencing with the end of the first full fiscal quarter after the date of the initial issuance of Class A-2 Notes, the Minimum Interest Coverage Test is not satisfied;

 if the Aggregate Outstanding Amount of the Class A Notes exceeds 105% of the Class A Aggregate Commitment Amount, by reason of fluctuations in currency exchange rates, where such calculation will be made with respect to the applicable exchange rates in effect as of the date of calculation; or

 upon the occurrence and continuance of an Orderly Liquidation (as defined in the Transaction Documents).

All such Mandatory Prepayments will be applied pro rata to all U.S. Dollar and Euro denominated tranches of Class A Notes of the same Class.

Principal Balance of The “Principal Balance” of each of the Collateral Obligations on any Collateral Obligations date (each, a “Portfolio Measurement Date”) will be calculated as follows:

(i) any Collateral Obligation included in the Issuer’s most recent Portfolio Statement will have a Principal Balance equal to the Financial Statement Value thereof in such Portfolio Statement, plus (or minus) any increase (or decrease) in the principal amount of such Collateral Obligation since such Portfolio Measurement Date (provided that the Issuer may, at its option, elect to exclude any such increase resulting from the accretion or capitalization of any interest on Collateral Obligations payable in-kind or through capitalization of interest thereon); and

(ii) any Collateral Obligation acquired after the Portfolio Measurement Date contained in the most recent Portfolio Statement will have a Principal Balance equal to such Collateral Obligation’s cost basis, plus (or minus) any increase (or decrease) in the principal amount of such Collateral Obligation since the date of such acquisition (provided that the Issuer may, at its option, elect to exclude any such increase resulting from the accretion or capitalization of any interest on Collateral Obligations payable in-kind or through capitalization of interest thereon).

Portfolio Statement On or before June 30th, September 30th, December 31st and March 31st of each year until the Maturity Date of the Class A Notes, the Issuer will deliver to the Class A Holders a report (a “Portfolio Statement”) setting forth the Financial Statement Value (as of the immediately

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preceding March 31st, June 30th, September 30th and December 31st, respectively (each, a “Portfolio Statement Measurement Date”)) of each of the Collateral Obligations owned by the Issuer and each Qualified Co-Issuer on such Portfolio Measurement Date and containing a breakdown of all Collateral Obligations; provided, that the first Portfolio Statement will be delivered with respect to the Portfolio Measurement Date that is the end of the first full quarter after the Initial Notes Closing Date.

The term “Financial Statement Value” with respect to any Collateral Obligation owned by the Issuer or any Qualified Co-Issuer will mean the value at which such Collateral Obligations are carried on the balance sheet of the Issuer as determined by the Issuer in accordance with the valuation principles used in the quarterly financial statements of the Issuer prepared in accordance with GAAP as in effect on the Initial LP Closing Date. If at any time after the Initial LP Closing Date any change in GAAP affects the determination of the Financial Statement Value of any Collateral Obligations, and the Issuer shall so request, the Trustee and the Issuer will negotiate in good faith to amend this definition to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Class A Holders); provided, that, until so amended, the determination of the Financial Statement Value of Collateral Obligation will continue to be made in accordance with GAAP as in effect on the Initial LP Closing Date.

The Financial Statement Value of a Collateral Obligation denominated in a currency other than U.S. Dollars will be calculated using the Applicable Dollar Spot Market Exchange Rate as of quarter-end.

Independent Measurement In the event that the sum of (i) the aggregate Financial Statement Value of the Collateral Obligations, as set forth in any Portfolio Statement delivered with respect to a Portfolio Measurement Date of March 31st, June 30th or September 30th and (ii) the net gain or loss on then current Eligible Hedging Agreements with respect thereto on any such Portfolio Measurement Date, is less than or equal to 75% of the aggregate cost of such Collateral Obligations, any Class A Holders holding Class A Notes representing at least a majority of the outstanding Class A Notes may, within fifteen (15) days of receipt of such Portfolio Statement, request that the Collateral Servicer, and the Collateral Servicer will upon such request, select and engage an independent firm to determine, in accordance with the valuation principles used in the quarterly financial statements of the Issuer prepared in accordance with GAAP as in effect on the Initial LP Closing Date, the aggregate Financial Statement Value of such Collateral Obligations and the aggregate fair value of the hedging positions thereof; provided, that the Issuer will not be entitled to make distributions to the Limited Partners while such independent firm is in the process of determining the aggregate Financial Statement Value of such Collateral Obligations. If the independent firm determines that the aggregate Financial Statement Value of such Collateral Obligations is less than the aggregate Principal Balance of such Collateral Obligations (a “Portfolio Event”), (i) the Issuer will not be entitled to borrow under the Class A Notes, (ii) the Class A Notes will be subject to Mandatory Prepayment for so long as such Portfolio Event is continuing as if the

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Portfolio Event was one of the events triggering a Mandatory Prepayment and (iii) the Issuer will not be entitled to make distributions to the Limited Partners, in each case of clauses (i), (ii) and (iii), until (x) the independent firm determines that the aggregate Financial Statement Value of the Collateral Obligations is at least equal to the aggregate Principal Balance of such Collateral Obligations, (y) financial statements of the Issuer are delivered that have been examined by independent certified public accountants of recognized national standing whose opinion shall not be qualified as to the scope of the audit or as to the status of the Issuer as a going concern or (z) the actual Financial Statement Value of the Collateral Obligations is changed to the aggregate Financial Statement Value of such Collateral Obligations, as determined by such independent firm. For the avoidance of doubt, such request will not be made with respect to a Portfolio Statement dated December 31st. If the second Independent Measurement requested in any calendar year does not determine that a Portfolio Event has occurred, the requesting Class A Holders will pay the costs and expenses of the independent firm in connection with such Independent Measurement and any subsequent Independent Measurement requested during such calendar year.

Principal Coverage Test The Principal Coverage Test will be satisfied on any date if the Principal Coverage Ratio equals or exceeds 125%.

In connection with the Principal Coverage Test, the principal amount of Collateral Obligations will be excluded from the numerator of the Principal Coverage Ratio to the extent that any of the following limits is not satisfied (it being understood that only the portion of the principal amount of such Collateral Obligation based on the cost thereof at the time of acquisition of such Collateral Obligation in excess of such limitation will be excluded from the numerator and the Issuer can designate which of the Collateral Obligations subject to the applicable limitation are deemed to be the particular Collateral Obligations (or portions thereof) in excess of such limitation):

(i) Collateral Obligations issued by a single issuer (or group of affiliated issuers operated as a common enterprise) will be excluded to the extent such Collateral Obligations owned by the Issuer and each Qualified Co- Issuer exceeds 5.0% of the Total Commitment Amount; provided, that such percentage limit may be increased to 7.5% of the Total Commitment Amount for up to five (5) issuers (or groups of affiliated issuers operated together as a single enterprise) of Collateral Obligations;

(ii) Collateral Obligations in respect of which the Portfolio Profile Test is not satisfied; and

(iii) Collateral Obligations in respect of which the Trustee does not have a first lien perfected security interest; provided, that this requirement will be deemed satisfied for the first 30 days following acquisition of a Collateral Obligation.

For purposes of the Principal Coverage Test and the Portfolio Profile Test, the excluded amount of all non-U.S. Dollar denominated Collateral

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Obligations will be based on the U.S. Dollar equivalent of the principal amount of such Collateral Obligations at the Applicable Dollar Spot Market Exchange Rate in effect at the time such Collateral Obligations are acquired.

“Total Commitment Amount” means the sum of the Class A Aggregate Commitment Amount and the LP Aggregate Commitment Amount; provided, that, until the Final LP Closing Date, the Total Commitment Amount will be the sum of the Class A Aggregate Commitment Amount and the LP Aggregate Commitment Amount which the Issuer expects to have in place by the Final LP Closing Date.

Principal Coverage Ratio The Principal Coverage Ratio at any point in time means the quotient, expressed as a percentage, of (X) the sum of (A) the then current Principal Balance of the Issuer’s and each Qualified Co-Issuer’s Collateral Obligations, excluding certain Collateral Obligations as described above, (B) the then current Principal Balance of the Issuer’s and each Qualified Co-Issuer’s Eligible Investments and (C) the net gain or loss (provided, that any such net loss will be reduced to the extent the Issuer has posted cash collateral with the relevant counterparty to cover such loss) on the Issuer’s and each Qualified Co- Issuer’s then current Eligible Hedging Agreements divided by (Y) the then Aggregate Outstanding Amount of Class A Notes.

Portfolio Profile Test The Portfolio Profile Test is satisfied if:

(i) Collateral Obligations of the Issuer and each Qualified Co-Issuer (measured at the cost thereof at the time of acquisition) that are Other Investments do not exceed 10% of the Total Commitment Amount;

(ii) Collateral Obligations of the Issuer and each Qualified Co-Issuer (measured at the cost thereof at the time of acquisition) that accrue interest at a fixed rate (as determined by the Collateral Servicer in its reasonable discretion) do not exceed 30% of the Total Commitment Amount;

(iii) the Other Investment Loan-to-Value Ratio (as defined below) of the Issuer and each Qualified Co-Issuer does not exceed 60%;

(iv) the Senior Secured Loan-to-Value Ratio (as defined below) of the Issuer and each Qualified Co-Issuer does not exceed 55%;

(v) the average purchase price of the Collateral Obligations of the Issuer and any Qualified Co-Issuers (measured at the time of acquisition) is at least 80% of par; and

(vi) no Collateral Obligation is an obligation in a borrower where the Loan Partners 2013 Entities are the sole investors and Goldman Sachs and its affiliates hold, at the time of the Loan Partners 2013 Entities’ investment, both (x) more than 35% of the voting power of the borrower at the time of investment and (y) more than the voting power of any other holder or group of affiliated holders of securities in such borrower.

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“Other Investment Loan-to-Value Ratio” means the sum (expressed as a percentage) of (A) the percentage determined by multiplying (x) the ratio (expressed as a percentage) of (i) the value of (I) all debt of a Portfolio Company of the type in respect of which the Issuer or any Qualified Co-Issuer holds an Other Investment plus (without duplication) (II) all debt of such Portfolio Company that is either pari passu with or senior to such debt to (ii) the aggregate enterprise value of such Portfolio Company, in each case, calculated for all underlying Portfolio Companies in respect of which the Issuer or any Qualified Co- Issuer holds an Other Investment, each measured on a weighted average basis and as of the time of the initial investment in each such Other Investment, as reasonably determined by the Collateral Servicer by (y) the Other Investment Percentage (as defined below) plus (B) the percentage determined by multiplying (x) the Senior Secured Loan-to- Value Ratio by (y) the Senior Secured Debt Percentage (as defined below).

“Other Investment Percentage” means the ratio (expressed as a percentage) of Collateral Obligations that are Other Investments held by the Issuer and its Qualified Co-Issuers to all Collateral Obligations held by the Issuer and its Qualified Co-Issuers.

“Senior Secured Debt Percentage” means the ratio (expressed as a percentage) of Collateral Obligations that are Senior Secured Loan Investments held by the Issuer and its Qualified Co-Issuers to all Collateral Obligations held by the Issuer and its Qualified Co-Issuers.

“Senior Secured Loan-to-Value Ratio” means the ratio (expressed as a percentage) of (x) the value of all first lien senior secured debt to (y) the aggregate enterprise value, in each case, of all underlying Portfolio Companies in respect of which the Issuer or any Qualified Co-Issuer holds a Senior Secured Loan Investment, each measured on a weighted average basis and as of the time of the initial investment in each such Senior Secured Loan Investment, as reasonably determined by the Collateral Servicer.

Minimum Interest The Minimum Interest Coverage Test will be satisfied if: Coverage Test (i) From the Initial Class A-2 Closing Date to but not including the first anniversary thereof: The Interest Coverage Ratio is at least 160%;

(ii) From the first anniversary of the Initial Class A-2 Closing Date to but not including the second anniversary thereof: The Interest Coverage Ratio is at least 140%; and

(iii) From and after the second anniversary of the Initial Class A-2 Closing Date: The Interest Coverage Ratio is at least 125%.

In each case, as if tested as of the end of each calendar quarter, commencing with the first full quarter ending after the Initial Class A-2 Closing Date.

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Interest Coverage Ratio The Interest Coverage Ratio as determined as of the end of any calendar quarter, commencing with the end of the second fiscal quarter after the Initial Class A-2 Closing Date, will be the ratio derived from dividing (x) (i) the total consolidated cash interest income (as reasonably determined by the Collateral Servicer) of the Issuer and each Qualified Co-Issuer for the 12-month period ending with the last day of the immediately prior calendar quarter, plus (ii) the amount on deposit in the Interest Reserve Account as of the last day of such immediately prior calendar quarter, divided by (y) the consolidated interest expense of the Issuer and each Qualified Co-Issuer for the 12- month period ending with the last day of such immediately prior calendar quarter; provided, that the Interest Coverage Ratio for the first three test dates ending on each of the calendar quarters that end on the first anniversary of the end of the second fiscal quarter after the Initial Class A-2 Closing Date will be calculated on a pro forma basis as if the cash interest income received and the cash interest expense paid for the relevant actual 3, 6 or 9 month period after the Initial Class A-2 Closing Date was instead received or paid over a full 12 month period.

Asset Coverage Covenant At all times, subject to a cure period of 60 days, the ratio (expressed as a percentage) of (x) the sum of (i) the aggregate principal amount of all non-defaulted Collateral Obligations, plus (ii) the aggregate principal amount of all defaulted Collateral Obligations multiplied by the Moody’s recovery rate in respect of such defaulted Collateral Obligations, plus (iii) the uncalled Aggregate LP Commitment Amount to (y) the aggregate principal amount of all outstanding Class A Notes (minus cash and cash equivalents of the Issuer and its Qualified Co-Issuers) shall be no less than 102.5%.

LP Distribution Test The Issuer may not make any distributions to the Limited Partners on any date unless the LP Distribution Test is satisfied on the date of such distribution. The LP Distribution Test will be satisfied on any date if:

(i) after giving effect to the reduction in the cash position of the Issuer resulting from all payments scheduled to be made on such date, the Principal Coverage Test would be satisfied;

(ii) if such date falls on or after the end of the first full quarter ending after the Initial Notes Closing Date, the Minimum Interest Coverage Test was satisfied as of the immediately prior calendar quarter end;

(iii) the independent firm is not then in the process of determining the aggregate Financial Statement Value of the Collateral Obligations;

(iv) no Portfolio Event has then occurred and is continuing that has not been cured as set forth in clause (x), (y) or (z) of the definition thereof; and

(v) no Event of Default shall then have occurred and then be continuing.

The failure to satisfy any one or more of items (i)-(v) above on the date of any proposed distribution will be referred to as a failure to satisfy the LP Distribution Test.

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Notwithstanding the foregoing, following the end of the LP Commitment Period and until the Class A-2 Notes have been paid in full, the Issuer may not make any distributions to the Limited Partners at any time that the Issuer and all Qualified Co-Issuers, in the aggregate, hold Collateral Obligations of 5 or fewer borrowers.

Pursuant to the Priority of Payments (After Event of Default), so long as the Event of Default has not been cured or waived, Limited Partners cannot receive any distributions until other obligations of the Issuer have been satisfied in full (including repayment of the Class A Notes to the extent due and payable).

Other Permitted In addition to the Class A Notes, the Issuer and any Qualified Co-Issuer Indebtedness may incur (a) limited recourse indebtedness incurred to finance the acquisition of Collateral Obligations in an aggregate outstanding amount up to the Issuer’s Ratable Portion of $600 million until 75% of the Class A-2 Aggregate Commitment Amount of the Class A Notes has been borrowed, and up to the Issuer’s Ratable Portion of $1.0 billion thereafter; provided that the Issuer and any Qualified Co-Issuer may not incur any such indebtedness until at least 50% of the Class A-2 Aggregate Commitment Amount has been borrowed, and (b) obligations in the form of accrued and unpaid Supplemental Servicing Fees in the form of CS Notes as described below which will be subordinated in right of payment to the Class A Notes as provided under the Section entitled “—Priority of Payments (No Event of Default)” above.

Events of Default The occurrence of any of the following will constitute an “Event of Default” with respect to the Class A Notes:

 default in the payment of principal on the Class A Notes when due and payable;

 default for more than 5 business days in the payment of interest or Commitment Fees when due and payable on the Class A Notes;

 breach of any covenant, representation, warranty or other agreement of the Issuer after notice and the expiration of the relevant cure period;

 any Transaction Document fails to be in full force and effect;

 the Issuer or the pool of Collateral becomes an investment company required to be registered under the Investment Company Act;

 the Issuer becomes subject to certain events of bankruptcy or insolvency;

 unvacated judgments against the Issuer in excess of the Issuer’s Ratable Portion of $250 million not covered by insurance; or

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 change in Collateral Servicer to a person other than an affiliate of Goldman, Sachs & Co.

Upon the occurrence and during the continuance of an Event of Default, in addition to any other rights or remedies under the Transaction Documents, the Required Class A Holders may declare all outstanding indebtedness under the Class A Notes to become then due and payable.

Upon the occurrence of any payment Event of Default, the Class A Holders may not exercise any remedy unless the Issuer has been given at least 5 business days’ written notice thereof, and if, during such notice period, a commitment call is made on the Limited Partners in an amount sufficient (when aggregated with the amount of cash and cash equivalents available to the Issuer) to cure such Event of Default, then the Class A Holders may not exercise remedies until 15 business days have elapsed from the beginning of the initial notice period, and such Event of Default will be deemed cured upon payment in full of the defaulted amount.

For the avoidance of doubt, the occurrence of an Orderly Liquidation shall not be an Event of Default.

Priority of Payments If an Event of Default has occurred and is continuing, the Issuer will be (After Event of Default) entitled to make withdrawals from the Collection Account according to the following priority:

First: to pay taxes, registration and filing fees and to establish appropriate reserves in the Collection Account to pay such amounts;

Second: to pay all amounts (including margin calls and any payments on termination) then due and payable to counterparties under Eligible Hedging Agreements;

Third: to pay first, the fees and expenses and indemnities of the Trustee, the Collateral Agent, the Note Agent and the LP Agent under each Transaction Document and second, other administrative expenses consisting of fees, expenses and indemnities of loan servicing affiliates of the Issuer or the directors of the General Partner of the Issuer;

Fourth: to pay interest then due and payable on a pro rata basis between the Class A-1 Notes and Class A-2 Notes in proportion to the interest then due and payable on the Class A-1 Notes and the Class A-2 Notes, until such amounts have been paid in full;

Fifth: to pay all Commitment Fees, if any, then due and owing on a pro rata basis between the Class A-1 Notes and Class A-2 Notes in proportion to the Commitment Fees then due and owing on the Class A- 1 Notes and the Class A-2 Notes;

Sixth: to pay principal then due and payable on a pro rata basis between the Class A-1 Notes and Class A-2 Notes in proportion to the

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respective Aggregate Outstanding Amount thereof, until such amounts have been paid in full;

Seventh: to pay administrative expenses in excess of those permitted pursuant to Clause Third above;

Eighth: to pay all Collateral Servicer Fees to the Collateral Servicer (including payments under any CS Notes), under and in accordance with the Collateral Servicing Agreement;

Ninth: to pay amounts necessary to fund Future Funding Obligations;

Tenth: to pay amounts necessary to fully fund the Interest Reserve Account; and

Eleventh: to the LP Agent for distribution to the Limited Partners in accordance with the Issuer Partnership Agreement and the Paying Agent Agreement.

Payments made pursuant to Clause Sixth above will be considered Mandatory Prepayments.

Prior to the occurrence of an acceleration of the Aggregate Outstanding Amounts under the Class A Notes following an Event of Default, the proceeds of borrowings under the Class A Notes and other permitted indebtedness and the proceeds of LP Commitment Drawdowns may be used to acquire Collateral Obligations and for other purposes as contemplated under the Investment Objective.

Withholding Tax The Issuer will make all payments to the Class A Holders under the Class A Notes without deduction or withholding for any Indemnified Taxes (as defined in the Class A Note Purchase Agreements), except as required by applicable laws. Under the Class A Note Purchase Agreements, the Issuer will generally be required to pay a Class A Holder additional amounts in respect of Indemnified Taxes only if the Indemnified Taxes arose solely as a result of certain changes in U.S. tax law. Notwithstanding the foregoing, a Person that is not a party to a Class A Note Purchase Agreement will not be entitled to receive any additional amounts or any other payments from the Issuer in respect of any Indemnified Taxes.

Sale, Transfer or No Class A Notes, or any beneficial interest therein, may be sold or Assignment of Notes transferred (including, without limitation, by pledge or hypothecation) without the prior written consent of the Collateral Servicer, on behalf of the Issuer, in its sole discretion; provided, however, that a Class A Holder may transfer or sell all or any part of its interest in a Class A Note or any beneficial interest therein (x) without the consent of the Collateral Servicer, to any of such Class A Holder’s affiliates (provided, that, in the case of any transfer during the Class A-1 Commitment Period or the Class A-2 Commitment Period, as applicable, any such affiliate will demonstrate that it is financially capable of honoring the transferred commitment to the reasonable satisfaction of the Collateral Servicer) or to any other Class A Holder or Limited Partner, (y) with the consent of the Collateral Servicer, in the event that (A) it becomes illegal for a

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Class A Holder to hold a Class A Note or any beneficial interest therein or (B) a change in law regarding the capital adequacy of a Class A Holder occurs after the date such person became a Class A Holder, which has the effect of materially reducing such Class A Holder’s return with respect to the Class A Notes held by such Class A Holder; provided, that the Collateral Servicer will not unreasonably withhold consent to transfer any such Class A Notes or a beneficial interest therein to the extent necessary to cure such illegality or remedy such reduction of return, as the case may be and (z) after the expiration of the Class A-1 Commitment Period or the Class A-2 Commitment Period, as applicable, and during the continuation of an Event of Default, to any Person other than a Person (or any officer or employee of such Person) that is principally engaged in the business of making or arranging senior debt investments of the kind customarily made by investment vehicles with investment objectives similar to those of the Issuer.

The minimum aggregate principal amount of Class A Notes that may be transferred will not (unless the Collateral Servicer, on behalf of the Issuer agrees otherwise in its sole discretion) be less than the U.S. Dollar equivalent of $50 million (calculated using the Applicable Dollar Spot Market Exchange Rate in effect on the Initial Class A-1 Closing Date or Initial Class A-2 Closing Date, as applicable).

Amendments of Indenture Amendments of the Indenture that have a material and adverse effect on the Class A Holders will require the consent of the “Required Class A Holders,” which will for this purpose mean Class A Holders representing more than 50% of the Class A Aggregate Commitment Amount of the Class A Notes; provided, that (a) if any such amendments have a material and adverse effect on only the Class A-1 Holders, the consent of the Class A-1 Holders representing more than 50% of the Class A-1 Aggregate Commitment Amount shall be required, (b) if any such amendments have a material and adverse effect on only the Class A-2 Holders, the consent of the Class A-2 Holders representing more than 50% of the Class A-2 Aggregate Commitment Amount shall be required. Notwithstanding the foregoing, amendments of the Indenture relating to certain fundamental matters including reductions in the Interest Rate of the Class A Notes, reductions of the Aggregate Outstanding Amount of the Class A Notes, changes to the Priority of Payments, extensions of the maturity of the Class A Notes, certain collateral issues and changes to the definition of Required Class A Holders, shall require the consent of at least 90% of the Aggregate Commitment Amount of the affected class of Class A Holders (“Required Supermajority Class A Holders”).

The Issuer and the Trustee may enter into supplemental indentures, without obtaining the consent of Class A Holders, at any time and from time to time, for customary matters as set forth in more detail in the Indenture, including to make any change that the Collateral Servicer in its discretion determines is necessary or advisable to comply with any current or future laws, rules, regulations or legal requirements applicable to Goldman Sachs or any Issuer (including the Dodd-Frank Act), or to reduce, eliminate or otherwise modify the impact, or applicability, of any regulatory or other restrictions resulting from

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Goldman Sachs’ status under the BHCA or as an entity otherwise subject to the Dodd-Frank Act.

With the consent of the Required Class A Holders, the Trustee and the Issuer may execute one or more supplemental indentures to add any provisions to, or change in any manner or eliminate any of the provisions of, the Indenture or modify in any manner the rights of the Class A Holders under the Indenture, as set forth in more detail in the Indenture.

Governing Law The Class A Notes and the Indenture will be governed by, and construed in accordance with, the laws of the State of New York.

Listing There is currently no trading market for the Class A Notes and we do not expect that such a market will develop. At the option of the Issuer, application may be made to the Irish Financial Services Regulatory Authority, as competent authority under Directive 2003/71/EC, for the Offering Memorandum with respect to the Class A-2 Notes to be approved as a “prospectus” and application may be made to the Irish Stock Exchange for the Class A-2 Notes to be admitted to the Daily Official List. There can be no assurance that such listing will be approved or maintained. Such listing, if obtained, may be discontinued in certain circumstances.

Trustee The Bank of New York Mellon will be the Trustee under the Indenture for the Class A Notes. The payment of the fees and expenses of the Trustee relating to the Class A Notes is solely the obligation of the Issuer and solely payable out of the Collateral.

Collateral Agent The Bank of New York Mellon.

The Collateral Agent will have a first priority perfected security interest in the Collateral on behalf of the holders of Class A Notes.

Note Agent The Bank of New York Mellon.

Limited Recourse No officer, director, manager, employee, shareholder or incorporator, or direct or indirect member or limited partner in, or affiliate of the Issuer, the General Partner or the Collateral Servicer, will have any liability under the Class A Notes, and the General Partner will be liable only with respect to its pledged general partner interest.

Page 50 of 150 THE LIMITED PARTNERSHIP INTERESTS OFFERING

Description of Limited The Issuer intends to issue limited partnership interests (the “Limited Partnership Interests Partnership Interests”). The Limited Partnership Interests will be reflected in the books and records of the Issuer, pursuant to the Issuer Partnership Agreement.

Pursuant to the Issuer Partnership Agreement and its Subscription Booklet, each holder of Limited Partnership Interests (a “Limited Partner”) will agree to fund amounts (the “LP Commitment Drawdowns”) with respect to the amount of its Advance Commitment (such Limited Partner’s “LP Advance Commitment Amount”) as set forth under “—Commitment Drawdowns from the Limited Partners” below.

Distributions on the Limited Partnership Interests are subordinated to payments of interest, Commitment Fees and the principal on the Class A Notes and any other permitted indebtedness of the Issuer to the extent described herein.

Size of Offering It is intended that an aggregate of up to $1.8 billion (the “Loan Partners 2013 Aggregate Commitment Amount”) of limited partnership interests in the Loan Partners 2013 Issuers, including Limited Partnership Interests in the Issuer (the aggregate commitment amount thereof, the “LP Aggregate Commitment Amount”), will be issued. The general partners of the Loan Partners 2013 Issuers reserve the right to accept subscriptions for limited partnership interests in the Loan Partners 2013 Issuers for amounts less than, or in excess of, $1.8 billion in the aggregate. Certain Limited Partners are expected to purchase a substantial portion of the Class A-2 Notes issued by the Issuer and the other Loan Partners 2013 Issuers.

Available LP Commitment “Available LP Commitment” will mean, with respect to a Limited Partner, the LP Advance Commitment Amount of such Limited Partner, minus the aggregate LP Commitment Drawdowns funded by such Limited Partner (other than LP Unutilized Amounts).

Structure of Commitments For UK partnership law reasons, commitments to the Issuer in respect of the Limited Partnership Interests will be structured such that 0.001% of the commitment will constitute a capital contribution (a “Capital Contribution”) and 99.999% of the commitment will be comprised of a non-interest bearing subordinated loan (an “Advance Commitment”).

A Limited Partner’s Capital Contribution will be due on or prior to its admission to the Issuer. The General Partner, in its discretion and subject to applicable law, may pay the Capital Contribution on behalf of, and as an interest-free loan to, a Limited Partner, and recover such loaned amounts as part of the initial call for an LP Commitment Drawdown issued to such Limited Partner.

Minimum Commitment The minimum commitment of any purchaser of Limited Partnership Interests will be $50 million, although the General Partner may accept commitments for lesser amounts in its discretion.

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Eligible Investors in Limited The Limited Partnership Interests will be offered outside the United Partnership Interests States to persons who are either (a) “qualified institutional buyers” as defined in Rule 144A under the Securities Act, or (b) involved in the organization or operation of the Issuer. In addition, purchasers of the Limited Partnership Interests must be (x) Qualified Purchasers, (y) “knowledgeable employees” as defined in Rule 3c-5 under the Investment Company Act (“Knowledgeable Employees”), or (z) Non- U.S. Persons.

Each Limited Partner that is a non-U.S. person will be required to be a non-U.S. person that, among other criteria, (i) is a resident of a non- U.S. jurisdiction that has entered into an income tax treaty with the United States that exempts from U.S. federal income tax (a) business profits (or similar types of income) that are not attributable to a “permanent establishment” in the United States, (b) U.S. source interest income, (c) U.S. source “other income” that is not attributable to a “permanent establishment” in the United States, and (d) in the case of a non-U.S. person that is treated as a corporation for U.S. federal income tax purposes, “branch profits” (taking into account the applicable requirements of the relevant U.S. Treasury regulations), and (ii) is entitled to claim the benefits of that income tax treaty as a “resident” of such non-U.S. jurisdiction (within the meaning of such income tax treaty), including both under the treaty’s limitation of benefits provision and as a result of the Issuer and each non-corporate Qualified Co- Issuer being treated as “fiscally transparent” (as defined for U.S. federal income tax purposes but determined under the tax laws of such investor’s jurisdiction of tax residence) (an “Eligible Non-U.S. Person”); provided, that the General Partner reserves the right to accept subscriptions from non-U.S. persons that do not meet all of these criteria. The persons meeting the qualifications described in this “—Eligible Investors in Limited Partnership Interests” and in “—Eligible Investors in Class A Notes” with respect to the Class A Notes and / or the Limited Partnership Interests are referred to herein as “Eligible Investors.”

Ownership of Limited GS Group or an affiliate of GS Group is expected to purchase, in the Partnership Interests by aggregate, Limited Partnership Interests (the “GS Group LP Interests”) Affiliates of the Collateral representing up to 25% of the Loan Partners 2013 Aggregate Servicer Commitment Amount.

Goldman Sachs may establish or use one or more investment entities to facilitate the participation of certain Goldman Sachs employees and related entities in investments through (i) investment by one or more such entities in certain Loan Partners 2013 Issuers (“Loan Partners 2013 Employee Funds”), and / or (ii) co-investment by such entities (which may include Loan Partners 2013 Employee Funds) alongside the Loan Partners 2013 Issuers in one or more investments (such entities, including the Loan Partners 2013 Employee Funds, “Employee Funds”). Goldman Sachs employees and their related entities may participate in investments as limited partners of one or more Loan Partners 2013 Issuers, by investing in one or more Loan Partners 2013 Employee Funds and / or by investing in one or more other Employee Funds.

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LP Closing Dates The initial closings of the issuance of Class A-1 Notes, the Class A-2 Notes and the Limited Partnership Interests may occur simultaneously or on separate dates (a closing of the issuance of Limited Partnership Interests will be referred to as an “LP Closing,” the date of the initial LP Closing will be referred to as the “Initial LP Closing Date,” and the date of the final LP Closing will be referred to as the “Final LP Closing Date”). The Issuer may elect to hold multiple LP Closings in order to issue Limited Partnership Interests to existing or additional Limited Partners following the Initial LP Closing Date (such additional Limited Partners or then existing Limited Partners with increased commitments, “Additional Investors”); provided, that, without the approval of the Investment Advisory Committee, the Final LP Closing Date will occur no later than twelve (12) months following the Initial LP Closing Date.

Commitment Drawdowns The General Partner will give 10 calendar days’ written notice prior to each from the Limited Partners call for LP Commitment Drawdowns, except solely with respect to the initial call for an LP Commitment Drawdown issued to any Limited Partner upon its admission to the Issuer (including in respect of any LP Closing subsequent to the initial LP Closing), where the General Partner may give five (5) calendar days’ prior written notice. LP Commitment Drawdowns will be required to be funded, under the Issuer Partnership Agreement, pro rata among the Limited Partners on the basis of each such Limited Partner’s LP Advance Commitment Amount at the time such LP Commitment Drawdowns are called. If a Limited Partner fails to fund an LP Commitment Drawdown on time, the Issuer may charge interest to such Limited Partner on the amount of the called LP Commitment Drawdown. Interest will accrue at an annual rate of 8% (or a higher commercially reasonable rate as determined by the General Partner) from the due date of the called LP Commitment Drawdown until it is funded.

LP Commitment Drawdowns may be called at any time prior to the expiration of the LP Commitment Period. LP Commitment Drawdowns will not be made on a revolving basis and distributions with respect to the Limited Partnership Interests will not be available as LP Commitment Drawdowns, except distributions of LP Unutilized Amounts as described below.

After the expiration of the LP Commitment Period, Limited Partners will not be required to fund LP Commitment Drawdowns, except that the Issuer may, in its sole discretion, at any time and from time to time, require the Limited Partners to fund LP Commitment Drawdowns in order to permit the Issuer to (i) fulfill commitments by the Issuer or any Qualified Co-Issuer to purchase Collateral Obligations made prior to the expiration of the LP Commitment Period, including making investments approved by the Collateral Servicer or Investment Committee of the Collateral Servicer prior to the expiration of the LP Commitment Period, (ii) pay or establish reserves for actual or anticipated expenses, liabilities or other obligations, contingent or otherwise (including Servicing Fees and Supplemental Servicing Fees, any indebtedness (including under the Class A Notes) and any liabilities incurred in connection with Eligible Hedging Agreements or other investment- related activities relating to the existing Collateral Obligations or other investments permitted to be made pursuant to this paragraph), whether incurred before or after the expiration of the LP Commitment Period, (iii)

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purchase additional Collateral Obligations, including, without limitation, pursuant to future funding commitments made by the Issuer, to support existing Collateral Obligations held by the Issuer or Qualified Co-Issuer (“Add-On Collateral Obligations”); provided, that the purchase of any Add-On Collateral Obligation in a principal amount of $200 million or greater following the expiration of the LP Commitment Period will require the consent of the Investment Advisory Committee or (iv) fulfill any indemnification obligations. With respect to the items described in clauses (i) through (iii) of the preceding sentence, in no event will the Limited Partners be required to fund LP Commitment Drawdowns in amounts that exceed their respective Available LP Commitments. Further, the Limited Partners may be required at any time during the Substitution Period to fund any portion of their Available LP Commitment to the extent of the Recycled Proceeds Amount. For a description of amounts that may be required from Limited Partners with respect to clause (iv) above, see “—Exculpation and Indemnification” below.

Additional Investor An Additional Investor may be required to fund LP Commitment Commitment Drawdowns Drawdowns at the same percentage of such Additional Investor’s Available LP Commitment or the increased amount thereof, as applicable, as has been funded as of such date by all other Limited Partners. In addition, each such Additional Investor may be required to pay to the Issuer (which contribution will not reduce such Additional Investor’s Available LP Commitment) an additional amount reflecting the cost of carry of investments held by the Issuer. Amounts funded by Additional Investors will be allocated to existing Limited Partners in the manner described below.

Each such Additional Investor will also be required to pay the portion of the Servicing Fee accrued from the Initial LP Closing Date that such Additional Investor would have paid if it had made its commitment on the Initial LP Closing Date.

Any amounts allocated to existing Limited Partners in connection with an LP Commitment Drawdown funded by an Additional Investor as described in the foregoing paragraphs (other than amounts reflecting the cost of carry) may either be applied to satisfy existing Limited Partners’ obligations to fund future LP Commitment Drawdowns or distributed to such Limited Partners. If distributed, such amounts will be treated as having never been funded by such Limited Partner and may be recalled for investment at the discretion of the Issuer. Amounts reflecting the cost of carry may be distributed to the existing Limited Partners.

Limited Partners acquiring Limited Partnership Interests at an LP Closing following the Initial LP Closing will be treated as if they had acquired their proportionate share of the Issuer’s investment assets on the date that the Issuer acquired such assets, and will be entitled to a proportionate share of the income and bear a proportionate share of the expenses (including interest expense) associated with such investments.

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LP Commitment Period The “LP Commitment Period” will be the period from the Final LP Closing Date through the third anniversary thereof; provided, that the General Partner may extend such period by two successive one-year periods, subject to the approval of the Investment Advisory Committee. The General Partner may terminate the LP Commitment Period at any time in its sole discretion.

LP Unutilized Amounts The Issuer will be entitled to make distributions with respect to the Limited Partnership Interests at any time up to 30 calendar days after the date on which the Issuer received LP Commitment Drawdowns if and to the extent such LP Commitment Drawdowns have not been invested by the Issuer in Collateral Obligations (such uninvested amounts, “LP Unutilized Amounts”). All LP Unutilized Amounts so distributed to the Limited Partners will be added back to Available LP Commitments.

Term of Issuer The term of the Issuer will be ten years after the expiration of the LP Commitment Period, subject to the General Partner’s right to liquidate the Issuer at any time and to extend the term of the Issuer for up to two successive one-year periods with the approval of the Investment Advisory Committee described below. Upon request of the General Partner and approval of Limited Partners representing at least 50% of the LP Aggregate Commitment Amount (excluding Affiliated Limited Partners (as defined below) and any defaulting Limited Partners), the term of the Issuer may be further extended.

“Affiliated Limited Partner” shall mean any Limited Partner that is (i) Goldman Sachs or one of its affiliated entities, including any Loan Partners 2013 Employee Fund, or (ii) a current or former Goldman Sachs employee or investment vehicle of such employee.

No Fault Dissolution The Investment Advisory Committee (as defined below) may elect at any time to dissolve the Issuer as set forth in the Issuer Partnership Agreement (such dissolution, an “Orderly Liquidation”).

Certain Duties of the The Collateral Servicer will act on behalf of the Issuer in asset selection, Collateral Servicer monitoring, harvesting, hedging, and activities related to the foregoing (including certain servicing and administrative functions) and, in this capacity, the Collateral Servicer’s duties will include negotiating terms, making final and binding investment, financing, hedging and other related decisions, and executing on behalf of the Issuer commitment letters, loan agreements, purchase agreements and other agreements relating to the Collateral Obligations and the Class A Notes.

Servicing Fee and The Collateral Servicer will be entitled to two separate fees, the Supplemental Servicing Fee “Servicing Fee” and the “Supplemental Servicing Fee,” each as described below (the Servicing Fee and the Supplemental Servicing Fee are collectively referred to herein as “Collateral Servicer Fees”).

Pursuant to the Collateral Servicing Agreement, if the Issuer achieves certain returns on a Financial Statement Value basis (the “Hurdle Return”), the Collateral Servicer will receive a Supplemental Servicing Fee payable in accordance with the Priority of Payments described above. The Supplemental Servicing Fee will be equal to 20% of the total

Page 55 of 150 CONFIDENTIAL profits of the Issuer (calculated without regard to the Servicing Fee or the Supplemental Servicing Fee payable by the Issuer or any taxes), computed by determining the Financial Statement Value of the Collateral Obligations in accordance with GAAP in order to calculate unrealized Financial Statement Value gains and losses, as more fully described in the Collateral Servicing Agreement. The Supplemental Servicing Fee may be reduced or waived with respect to certain Limited Partners, including Affiliated Limited Partners, based on, among other things, the levels of their respective LP Commitment Amounts with respect to their Limited Partnership Interests and Class A Commitment Amounts with respect to their Class A Notes.

The Hurdle Return will be equal to a pre-tax, annually compounded return of 7% per annum on funded LP Commitment Drawdowns less distributions (for this purpose including distributable amounts used to pay the Collateral Servicer Fees or taxes) to the Limited Partners and the distributable amounts to which the Limited Partners would be entitled if the Issuer were to sell all of its assets at the applicable Financial Statement Value. No Supplemental Servicing Fee will accrue if the Hurdle Return is not achieved.

The Supplemental Servicing Fee will be paid annually in cash or by issuance of one or more notes of the Issuer to the Collateral Servicer (each, a “CS Note”) in the Collateral Servicer’s discretion or in the event the Supplemental Servicing Fee is not permitted to be paid in cash under the Priority of Payments. Any such CS Note will bear interest at the “applicable federal rate” at the time of issuance.

Pursuant to the Collateral Servicing Agreement, on each Note Adjustment Date (as defined below), if the aggregate principal amounts of any CS Notes exceed the aggregate principal amount that would be outstanding if a single CS Note had been issued on such date, then the principal amount of any such CS Notes will be reduced to eliminate such excess. In addition, pursuant to the Collateral Servicing Agreement, if at the liquidation of the Issuer, the Issuer has not achieved the Hurdle Return, or the total Supplemental Servicing Fees paid to the Collateral Servicer exceed the total Supplemental Servicing Fees earned by the Collateral Servicer as of that date, the Collateral Servicer will reimburse the Issuer the amount necessary for the Issuer to achieve the Hurdle Return, or the amount of the excess Supplemental Servicing Fees paid, as the case may be; provided, that in no event will the Collateral Servicer be obligated to return an amount in excess of the aggregate Supplemental Servicing Fees previously received. A “Note Adjustment Date” will mean each of (i) the date on which the LP Commitment Period expires, (ii) the date that is the mid- point of (x) the date on which the LP Commitment Period expires and (y) the tenth anniversary of the initial expiration of the LP Commitment Period (i.e., the scheduled date of liquidation of the Issuer) and (iii) the date of liquidation of the Issuer; provided, that, for the avoidance of doubt, references to the “LP Commitment Period” will include any extension thereof.

Pursuant to the Collateral Servicing Agreement, the Collateral Servicer will also be paid an annual Servicing Fee, which will be payable semi-

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annually in arrears in accordance with the Priority of Payments. The Servicing Fee will equal 1.5% per annum on the LP Aggregate Commitment Amount, subject to adjustment during the term of the Issuer as set forth below. After the expiration of the LP Commitment Period, the Servicing Fee will be equal to the lesser of (x) 0.5% per annum on the Issuer’s total net invested capital (including the Class A Notes and any reinvested capital but reduced by the cost basis of Collateral Obligations that have been fully or partially disposed of) and (y) 1.5% per annum on the LP Aggregate Commitment Amount. The Servicing Fee may be reduced with respect to certain Limited Partners, based on, among other things, admission of such Limited Partners on the Initial LP Closing Date and / or the levels of such Limited Partners’ respective LP Commitment Amounts with respect to their Limited Partnership Interests and Class A Aggregate Commitment Amounts with respect to their Class A Notes. In addition, the Servicing Fee may be waived with respect to certain Limited Partners, including Affiliated Limited Partners.

Funding and Other Fees 100% of the fees payable to the Issuer in connection with the Collateral Obligations will be retained by the Issuer. Such fees will generally be paid to the Issuer or offset against the Issuer’s purchase price for the applicable Collateral Obligation. These amounts may include amounts designated as funding fees, closing payments, underwriting fees, commitment fees, origination fees and ticking fees, among others, and the Issuer may also earn amendment / consent fees, as well as prepayment premiums.

However, fees which are paid by borrowers under the Collateral Obligations for services rendered by Goldman Sachs will be paid to Goldman Sachs and the Issuer will not share in these fees, including agency fees and syndication fees. In addition, Goldman Sachs will seek to perform investment banking, brokerage, asset management, and other services for, and will expect to receive customary investment banking compensation from, the Issuer as well as borrowers under the Collateral Obligations. This compensation may include brokerage fees, asset management fees and financing or commitment fees paid by the Issuer, as well as financial advisory fees or fees in connection with restructurings and mergers and acquisitions, underwriting or placement fees, and financing or commitment fees paid by borrowers under the Collateral Obligations; provided, that any such fees will not exceed fees that would be paid to a third party providing similar services of comparable quality. This compensation will not reduce the Collateral Servicer Fees and will not be shared with the Issuer or the Limited Partners.

Goldman Sachs employees may receive fees and options which may be paid and granted to directors on the boards of directors of borrowers under the Collateral Obligations, and those fees and options will not be shared with the Issuer.

Organizational and The Issuer will bear its allocable portion of expenses incurred in Operating Expenses; connection with its organization and the offering of the Class A Notes Certain Fees and Limited Partnership Interests. In addition, the Issuer will bear the ongoing direct or indirect expenses of the Issuer, including, without limitation: (i) the Issuer’s allocable portion of all expenses relating to identifying, evaluating, investigating, valuing, structuring, monitoring,

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holding, tracking, servicing, selling (or potentially selling) or purchasing (or potentially purchasing) investments for the Issuer; (ii) all costs incurred in implementing the Issuer’s hedging strategies; and (iii) other expenses incurred in connection with the administration of the Issuer, as well as expenses relating to Issuer accounting, insurance (including insurance policies whose costs and benefits are expected to be shared with affiliates of the Issuer), tax and legal advice (including with respect to litigation, if any) and information technology, in each case, whether performed by internal staff of Goldman Sachs or third parties. Costs of internal staff of Goldman Sachs that are allocated to the Loan Partners 2013 Entities will not exceed $10 million on an annual basis. The Issuer will seek to be reimbursed by third parties for its expenses when possible.

The organizational expenses and operating expenses to be borne by the Issuer as described above are incremental to the Collateral Servicer Fees. Organizational expenses of the Loan Partners 2013 Entities will not exceed $10 million in the aggregate.

Financing Fees The Issuer may retain Goldman Sachs as financial advisor in connection with the financing or refinancing (or arrangement of financing) of its assets and indebtedness. Goldman Sachs may receive structuring fees for any such financing (other than “seller financing” and financing obtained through a repurchase arrangement).

Investment Advisory The Collateral Servicer, on behalf of the Issuer, will establish a Committee committee (the “Investment Advisory Committee”) consisting of at least three members selected by the Collateral Servicer who are not employees, officers, directors, partners, consultants or affiliates of Goldman Sachs. The Investment Advisory Committee members are expected to be Limited Partners of the Issuer or representatives or nominees of any such Limited Partners. The Investment Advisory Committee will act on behalf of the Issuer, the Limited Partners and the Issuer’s other stakeholders, and will: (i) consent or not consent to any transaction in which the Issuer proposes to be an investor and which, as a result of participation by Goldman Sachs or its affiliates, requires consent under the U.S. Investment Advisers Act of 1940, as amended (the “Advisers Act”), or as to which the Collateral Servicer otherwise determines to seek such consent and (ii) consent or not consent to any fee paid to Goldman Sachs or any of its affiliates in respect of a transaction in which the Issuer proposes to be an investor and which, as a result of the participation by Goldman Sachs or any of its affiliates, requires consent under the Advisers Act. Further, the Investment Advisory Committee may elect at any time to dissolve the Issuer as set forth in the Issuer Partnership Agreement. In addition, in the Collateral Servicer’s discretion, the Investment Advisory Committee may: (i) consent or not consent to any other transactions for which prior consent or other consent may be required under the Advisers Act and (ii) advise the Collateral Servicer and consent or not consent as to other matters presented to it by the Collateral Servicer. A consent by the Investment Advisory Committee to any matter which requires the consent of the Issuer under the Advisers Act, the Issuer Partnership Agreement and / or the Transaction Documents or any other matter to which the Investment Advisory Committee has given its consent will be deemed to constitute the consent of the Issuer. Each Limited Partner and each of the Issuer’s other stakeholders are deemed to have

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consented to the delegation to the Investment Advisory Committee of any such consent otherwise required of the Issuer. Consent of members of the Investment Advisory Committee may be deemed to be given in a particular case if the members do not expressly object to or disapprove a transaction for which Investment Advisory Committee consent is being sought. The Collateral Servicer may form a single investment advisory committee for two or more of the Loan Partners 2013 Entities to the extent it deems necessary or appropriate (the “Joint IAC”).

Limited Partners will lose their limited liability status if they become involved in the management of the Issuer’s business. Therefore the Issuer Partnership Agreement will restrict the rights of the Limited Partners participating on the Investment Advisory Committee so that those Limited Partners will not be empowered to become involved in the management of the Issuer’s business.

Certain Duties of the The General Partner’s duties will include, without limitation: (a) accepting General Partner or rejecting subscriptions for Limited Partnership Interests; (b) extension of the Issuer’s term; (c) extension of the LP Commitment Period; (d) liquidation of the Issuer; (e) approving transfers of Limited Partnership Interests; (f) termination (in whole or in part) of the Limited Partnership Interest of a Limited Partner; (g) dealing with defaulting Limited Partners, including determining whether to exercise remedies against defaulting Limited Partners; (h) communicating with Limited Partners, including transmitting requests for LP Commitment Drawdowns and Capital Contributions and reports; (i) making, or delegating to the LP Agent the ability to make, distributions to Limited Partners; (j) payment of certain expenses; (k) maintaining the Issuer’s principal books and records; and (l) conducting certain meetings of Limited Partners. The General Partner may consult with the Collateral Servicer on these and other matters. The consent of the Investment Advisory Committee will be required for any action by the General Partner pursuant to clauses (b) and (c) above.

Allocation of Investment New investment opportunities that are appropriate for the Loan Partners Opportunities 2013 Entities shall be allocated to the Loan Partners 2013 Entities; provided, that GS Loan Partners I, L.P. and its affiliated funds (collectively, “GSLP”), which have already deployed all of their capital, shall have first priority with respect to making additional investments to support portfolio companies in which GSLP has an existing investment to the extent that GSLP has reserves to make such add-on investments; provided, further that the Loan Partners 2013 Entities may participate in such investments alongside GSLP. Goldman Sachs, including Goldman Sachs Bank USA, and Goldman Sachs-sponsored entities, including any Other Investment Vehicle (as defined below), are and may be very active in the leveraged finance markets and may invest (or co-invest with the Loan Partners 2013 Entities) in senior secured loans and other debt instruments or securities of companies fitting within the target company profile, and Goldman Sachs is an arranger of, and conducts market making activities with respect to, Senior Secured Loan Investments and Other Investments. Further, personnel of the Merchant Banking Division of Goldman, Sachs & Co. (“MBD”), including those that provide services to the General Partner and the Collateral Servicer, may effect such transactions on behalf of other groups within Goldman Sachs, including Goldman Sachs Bank USA, and accounts other than the Issuer. No

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assurance can be given that any particular Senior Secured Loan Investment or Other Investment will be allocated to the Issuer. In that regard, investment opportunities will be allocated in the judgment of the Collateral Servicer and / or Goldman Sachs, as the case may be.

In addition, the General Partner or other Goldman Sachs entities may, in their discretion, offer to third parties, some or all of the Limited Partners (in their individual capacities), limited partners of other Goldman Sachs funds, Other Investment Vehicles, any Employee Funds and / or Goldman Sachs entities, the opportunity to invest with the Loan Partners 2013 Entities on a side-by-side basis or otherwise.

Investments in and The Issuer may invest or co-invest in Collateral Obligations in which an Alongside Affiliates entity established by Goldman Sachs or one of its affiliates has an investment at the time the subsequent investment opportunity becomes available to the Issuer. The financial terms of any investment by the Issuer in any such investment or co-investment alongside another Goldman Sachs entity will, in the reasonable judgment of the Collateral Servicer, be fair to the Issuer and on terms no less favorable to the Issuer than the terms on which an unaffiliated third party would be willing to invest in such security at such time. Investment opportunities in borrowers in which other Goldman Sachs entities make investments concurrently with the Issuer will not be subject to the foregoing limitation. The Issuer’s ability to enforce its rights and any related remedies in distressed scenarios involving such investments, or any other investments alongside Goldman Sachs affiliates described in this section, may be limited.

Subsequent Vehicles MBD will not form any other limited partnerships or entities as successors to the Loan Partners 2013 Entities or with investment objectives substantially the same as the Loan Partners 2013 Entities until the earliest of (i) the date on which 75% of the Total Commitment Amount has been invested or committed for investment or reserved for investment, expenses, liabilities or other obligations; (ii) the termination of the LP Commitment Period; (iii) the dissolution of the Issuer or termination of the Issuer’s investment program; or (iv) the removal of the General Partner or the Collateral Servicer; provided, however, that MBD may form such entities if (1) the entity is an alternative investment vehicle of a Loan Partners 2013 Entity; (2) the entity invests in a Loan Partners 2013 Entity; (3) the entity is formed to invest in a specific country or geographic region or in a specific economic or industry sector; or (4) the entity co-invests in only those Collateral Obligations in which a Loan Partners 2013 Entity invests or has an opportunity to invest. Notwithstanding the foregoing, MBD may at any time form, sponsor or manage co-investment vehicles, managed accounts and separate accounts, including investment vehicles having similar investment objectives and strategies as the Loan Partners 2013 Entities (collectively, “Other Investment Vehicles”) and Employee Funds, that, at the sole discretion of Goldman Sachs, may participate in certain Collateral Obligations on an ad hoc basis. Other than MBD, Goldman Sachs, including Goldman Sachs Bank USA, the General Partner and the Collateral Servicer are not in any way limited in their ability to make principal investments in senior secured loan and / or other debt instruments and securities or to form alternative funds or vehicles for

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third parties for the purpose of investing in senior secured loans and / or other debt instruments or securities, or to otherwise conduct their businesses.

Reports The Limited Partners will receive (i) an annual audited report and summary of the investment portfolio, including estimated valuations of the investments, and (ii) unaudited quarterly financial statements. For further discussion of the Issuer’s policy regarding the distribution of information to the Limited Partners, see “—Confidentiality” below.

Sale, Transfer or A Limited Partner generally may not, voluntarily or involuntarily, sell, Assignation of Limited assign, encumber, mortgage or transfer any Limited Partnership Interest Partnership Interests to any person, but may do so only under certain limited circumstances and then only with the prior written consent of the General Partner (which consent may be granted or withheld in the General Partner’s sole discretion). The General Partner does not intend to consent to any transfer by a Limited Partner to (i) any person that is not an Eligible Investor, or (ii) any investor that is subject to Title I of ERISA (as defined below) or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”). Any transfer by a Limited Partner without the prior written consent of the General Partner will be void and subject to cancellation. The General Partner may terminate (in whole or in part) or cause the transfer of the Limited Partnership Interest of any Limited Partner to be rescinded if the General Partner determines that the Limited Partner is not an Eligible Investor, including, in the case of a non-U.S. person, is not an Eligible Non-U.S. Person, or that the continued participation of that Limited Partner is likely to (i) require registration of the Limited Partnership Interests under the Securities Act or any other securities laws applicable to the Issuer or the Limited Partnership Interest to be transferred, (ii) cause the Issuer to fail to qualify for an exception from registration under the Investment Company Act pursuant to Rule 3a-7 and / or Section 3(c)7, (iii) result in any risk that the Issuer would be treated as a publicly traded partnership or otherwise be taxable as a corporation for U.S. federal income tax purposes, (iv) result in any other material adverse tax or other consequences to the Issuer or any Limited Partner, (v) result in the participation in the Issuer by any Limited Partners that is subject to Title I of ERISA or Section 4975 of the Code or (vi) result in any violation of other applicable laws or regulations, including ERISA. Without limiting the generality of the foregoing, the General Partner may, in its discretion, exclude or remove a Limited Partner from a particular investment for any of the reasons described in each of clauses (iv) and (vi) above by effectuating such exclusion or removal through a partial termination of the Limited Partnership Interest of such Limited Partner. Additionally, the General Partner may terminate (in whole or in part) or cause the transfer of the Limited Partnership Interest of any Limited Partner for “cause” if (A) (i) there is any material breach of such Limited Partner’s representations, warranties or covenants in the Issuer Partnership Agreement, the Subscription Booklet or related documents executed by such Limited Partner, (ii) there is any breach of such Limited Partner’s obligation to keep information confidential in accordance with the Issuer Partnership Agreement, or (iii) any purported transfer by such Limited Partner is not in compliance with the Issuer Partnership Agreement, or (B) such Limited Partner or any beneficial owner of such Limited Partner (i) engages in illegal conduct or

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gross misconduct which the General Partner determines could result in reputational harm to the Issuer, Goldman Sachs or its affiliates; (ii) is convicted of, or pleads nolo contendere to, a felony or a serious misdemeanor or (iii) illegally or fraudulently obtains funds which the Limited Partner seeks to invest.

GS Group may transfer or pledge any of the GS Group LP Interests in whole or in part (i) to any subsidiary or affiliate of, or successor to, GS Group or Goldman Sachs or to any entity controlled by employees of Goldman Sachs, (ii) if required by law, without the consent of any Limited Partner or Class A Holder, to any third party, or (iii) with the consent of Limited Partners representing at least 50% of the LP Aggregate Commitment Amount (excluding Affiliated Limited Partners), to any third party.

Default under the Limited Upon the failure of a Limited Partner to fund any LP Commitment Partnership Interests Drawdown when that LP Commitment Drawdown is called by the General Partner in accordance with the Issuer Partnership Agreement or the failure to make any other payment required under the Issuer Partnership Agreement (an “LP Default”), the General Partner may, in its discretion, declare the Limited Partner in default (an “LP Event of Default”).

Following an LP Event of Default, the General Partner may undertake any one or more of the following options: (i) the capital account of the Limited Partner in default will be reduced by 50% and, in the case of a second default, will be reduced to zero, in each case, with a corresponding reduction in the Limited Partner’s percentage interest in the Issuer, and the amount of this reduction will in each case be credited pro rata to all other Limited Partners (who are not in default) in proportion to their commitments and / or (ii) the General Partner may effect the sale of all or a portion of the Limited Partnership Interests of the Limited Partner in default (the “LP Default Interest”) to interested buyers (which may include, but is not required to be, a non-defaulting Limited Partner or an affiliate of the Collateral Servicer), including through a sale on a qualified matching service or otherwise, for a price equal to the LP Default Price; provided, however, that such sale would not result in the ownership of such Limited Partnership Interests by any investor subject to Title I of ERISA or Section 4975 of the Code. The General Partner is not required to offer the LP Default Interest to any person. The Limited Partner in default (i) will have no share in any income or gain realized after the LP Default from any investment (regardless of when the investment was made) and (ii) will continue to share in the expenses and losses of the Issuer in accordance with its percentage interest, as adjusted for the LP Default, and the applicable provisions of the Issuer Partnership Agreement. In addition, no Limited Partner in default will be entitled to vote on, and the interest of any Limited Partner in default will be disregarded in connection with, any consent or approval of, or waiver or request by, the Limited Partners. In the event of an LP Default, the exercise of the foregoing remedies may have tax consequences for the Limited Partner in default, as well as for the Issuer and the other Limited Partners. The General Partner may, without prior notice to or the consent of a Limited Partner in default, withdraw funds (including cash and securities) that have been deposited into such Limited Partner’s Goldman Sachs brokerage account from any source at any time in amounts necessary to satisfy any obligation owed to the Issuer.

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The “LP Default Price” will be equal to the lower of 80% of (a) the fair value of the LP Default Interest as of the date of the LP Event of Default (as reasonably determined in good faith by the General Partner) and (b) the financial statement value of the LP Default Interest (as reasonably determined by the General Partner in accordance with generally accepted accounting principles) as of the end of the calendar quarter immediately preceding the calendar quarter in which the LP Event of Default is declared.

The General Partner will hold the Limited Partner in default responsible for all fees and expenses, including attorneys’ fees and / or sales commissions, incurred as a result of the LP Default. These fees and expenses will be deducted from (a) any future distributions to such Limited Partner if its capital account is reduced as described above, or (b) any net proceeds paid to the Limited Partner in default from the sale of the LP Default Interest.

Removal of the General At any time, at a meeting duly called for such purpose (a “GP Removal Partner and / or the Meeting”), the Limited Partners may, by the affirmative vote of the Collateral Servicer Limited Partners representing at least 50% of the LP Aggregate Commitment Amount (excluding any Affiliated Limited Partners and any defaulting Limited Partners), remove the General Partner and appoint a successor general partner of the Issuer. Removal of the General Partner and appointment of a successor general partner of the Issuer is subject to certain additional procedures and requirements set forth in the Issuer Partnership Agreement. The General Partner is permitted to suspend commitment calls, and the Collateral Servicer is permitted to suspend new investments, from the date a GP Removal Meeting is called until the date on which the General Partner is removed.

The Collateral Servicer may be removed at any time, at a meeting duly called for such purpose, by the affirmative vote of the Limited Partners representing at least 50% of the LP Aggregate Commitment Amount (excluding any Affiliated Limited Partners and any defaulting Limited Partners). However, if the Collateral Servicer is also the collateral servicer of one or more Other Offshore Issuers,21 the Collateral Servicer may be removed at any time upon a two-pronged vote. The first prong is that, at meetings duly called for such purpose (collectively, the “CS Removal Meetings”), limited partners of the Offshore Issuers representing at least 50% of the aggregate commitments of the limited partners of the Offshore Issuers voting together (excluding, in each case, any Affiliated Limited Partners and any defaulting limited partners of the Offshore Issuers, as the case may be) vote to remove the Collateral Servicer (the “Aggregate Removal Vote”). The second prong is that, as part of such Aggregate Removal Vote, limited partners of the applicable Offshore Issuer representing at least 50% of the commitments of the limited partners of the applicable Offshore Issuer

21 “Other Offshore Issuers” means Broad Street Loan Partners 2013, L.P., Broad Street Loan Partners 2013 UK, L.P. and any other Loan Partners 2013 Issuer (other than the Issuer) that is organized in a non-U.S. jurisdiction, whose non-U.S. Limited Partners are Eligible Non-U.S. Persons and which is deemed an “Offshore Issuer” by the General Partner and the general partner(s) of such Offshore Issuer(s). “Offshore Issuers” means, collectively, the Other Offshore Issuers together with the Issuer.

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vote to remove the Collateral Servicer (the “Separate Removal Vote”). Removal of the Collateral Servicer and appointment of a successor collateral servicer of the Issuer is subject to certain additional procedures and requirements set forth in the Issuer Partnership Agreement.22 The General Partner is permitted to suspend commitment calls, and the Collateral Servicer is permitted to suspend new investments, from the date a CS Removal Meeting is called until the date on which the Collateral Servicer is removed. The Collateral Servicer may resign as collateral servicer of the Issuer at any time upon 90 business days’ notice to the Issuer; provided, that such resignation shall not be effective until the appointment of a replacement collateral servicer in accordance with the terms of the Issuer Partnership Agreement. If the Collateral Servicer is removed or resigns, the General Partner may also resign.

Upon removal or resignation of the Collateral Servicer, the Collateral Servicer will continue to receive the Supplemental Servicing Fees and will be subject to any “clawback” rights of the Limited Partners, in each case, solely with respect to any investments and investment commitments made prior to any such removal or resignation.

Required Holders / If an amendment is proposed to be made to the Issuer Partnership Amendments to LPA Agreement, the amendment will be effected upon the consent of the Limited Partners in the aggregate of the relevant ownership percentage specified in the Issuer Partnership Agreement. Voting with respect to any proposed amendments to the Issuer Partnership Agreement and the comparable agreements governing the other Loan Partners 2013 Entities that would affect the limited partners or equity owners of the Loan Partners 2013 Entities in a substantially similar manner may be aggregated across two or more of the Loan Partners 2013 Entities.

No amendment that would disproportionately increase a Limited Partner’s liability or obligations or disproportionately reduce its rights to distributions may be made without the consent of the affected Limited Partner.

Governing Law The Issuer Partnership Agreement and the Limited Partnership Interests will be governed by, and construed in accordance with, Scots law.

Exculpation and None of the General Partner, Goldman Sachs, the Collateral Servicer, Indemnification any of their respective officers, directors, partners, managing directors, stockholders, members, other equity holders, employees or controlling persons (each, an “Indemnified Person”) will be liable to the Issuer or to the Limited Partners (i) for any act or omission performed or omitted by any such Indemnified Person (including any acts or omissions of or by another Indemnified Person), in the absence of gross negligence, willful misfeasance or bad faith on his or her part, as the case may be; (ii) for any tax liability imposed on the Issuer, the Qualified Co-Issuers or any other entity in which the Issuer invests, directly or indirectly; or (iii) for losses due to any act or omission performed or omitted by brokers or

22 Similarly, removal of the Collateral Servicer as collateral servicer of each of the Other Offshore Issuers and appointment of a successor collateral servicer of such Other Offshore Issuer is subject to certain additional procedures and requirements set forth in the governing documents of such Other Offshore Issuers.

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other agents of the Issuer (or their respective employees) as long as such persons are selected with reasonable care. The Issuer will indemnify each Indemnified Person for any loss or damage incurred by any of them on behalf of the Issuer, or in furtherance of the objectives of the Issuer, or arising out of, or in connection with the Issuer, including the operations of the Issuer and the placement of Limited Partnership Interests, except for losses arising solely from the indemnified party’s own willful misfeasance, gross negligence, or bad faith or any violation of any U.S. federal or state securities law or any other intentional or criminal wrongdoing.

No member of the Investment Advisory Committee or any Limited Partner that has nominated a member of the Investment Advisory Committee (an “IAC Indemnified Person”) will be liable to the Issuer or the Limited Partners, and the Issuer will indemnify each IAC Indemnified Person, for any loss or damage incurred by any of them arising out of any IAC Indemnified Person’s activities in connection with serving on the Investment Advisory Committee, in the absence of willful misfeasance or bad faith by such IAC Indemnified Person.

The reimbursement, indemnity and contribution obligations of the Issuer described above and in the Issuer Partnership Agreement will be limited to the assets of the Issuer plus the amount of aggregate Available LP Commitments of Limited Partners. Notwithstanding the foregoing, the General Partner may require Limited Partners (and former Limited Partners) to fund again to the Issuer in satisfaction of such reimbursement, indemnity and contribution obligations an amount equal to (i) all of the funded LP Commitment Drawdowns which have previously been returned to the Limited Partners (or former Limited Partners) plus (ii) any and all amounts distributed to the Limited Partners (or former Limited Partners) less (iii) any amounts otherwise previously returned to the Issuer in respect of such reimbursement, indemnity and contribution obligations; provided, that the aggregate amount required to be funded by a Limited Partner or former Limited Partner will not exceed the aggregate amount of distributions made to such Limited Partner by the Issuer; and provided further, that such funding obligation will expire four (4) years after the end of the term of the Issuer. Each Limited Partner (or former Limited Partner) will also be required to indemnify the Issuer and each Indemnified Person against taxes attributable to such Limited Partner (or former Limited Partner).

LP Agent The Bank of New York Mellon, London Branch. Pursuant to a paying agent agreement between the Issuer and the LP Agent (the “Paying Agent Agreement”), the LP Agent will serve as trustee and paying agent for the purpose of making permitted distributions to the Limited Partners. The LP Agent will appoint the Collateral Servicer as sub- paying agent to perform some or all of the duties of the LP Agent; provided, that such appointment may be revoked by vote of Limited Partners representing at least 50% of the LP Aggregate Commitment Amount (excluding Affiliated Limited Partners and any defaulting Limited Partners).

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Certain U.S. Regulatory The Issuer will not be registered under the Investment Company Act, Considerations pursuant to an exception provided by Rule 3a-7 thereunder. Beneficial owners of Limited Partnership Interests must be (a) qualified institutional buyers as defined in Rule 144A under the Securities Act or (b) involved in the organization or operation of the Issuer. In addition, beneficial owners of Limited Partnership Interests must be (x) Qualified Purchasers, (y) Knowledgeable Employees, or (z) Non-U.S. Persons. Furthermore, beneficial owners of Class A Notes must be “accredited investors” as defined in paragraphs (1), (2), (3) or (7) of Rule 501(a) under the Securities Act, and either (i) Qualified Purchasers or (ii) Non- U.S. Persons. Consequently, the Issuer may also rely on the Section 3(c)(7) exception from the definition of “investment company” under the Investment Company Act.

Since the Issuer is relying on Rule 3a-7 promulgated under the Investment Company Act for its exemption from registration as an investment company, it is expected that the Issuer will not be a “covered fund” as defined in the Volcker Rule, and that restrictions under the U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act (as it may be amended from time to time, and together with the regulations to be promulgated thereunder, the “Dodd-Frank Act”) and the Volcker Rule applicable to “covered funds” will not apply to the Issuer. However, because many of the rules under the Dodd- Frank Act have not yet been issued, it is not known how those rules will impact the precise interpretation of the Dodd-Frank Act or the Volcker Rule. If at any time it were determined that the Issuer is (i) a “covered fund” under the Volcker Rule or (ii) an unregistered investment company, then the General Partner would currently expect to dissolve and liquidate the Issuer. As a result, the Issuer would expect to make distributions in-kind of the Investments.

In addition, the Offering Documents will provide that, without the consent of any Class A Holder or Limited Partner, the Collateral Servicer or the General Partner, as applicable, may modify or amend the Note Purchase Documents or Partnership Documents, as applicable, to make any change that the Collateral Servicer or General Partner in its discretion determines is necessary or advisable to comply with any current or future laws, rules, regulations or legal requirements applicable to Goldman Sachs or any Issuer (including the Dodd-Frank Act), or to reduce, eliminate or otherwise modify the impact, or applicability, of any regulatory or other restrictions resulting from Goldman Sachs’ status under the U.S. Bank Holding Company Act of 1956, as amended (the “BHCA”) or as an entity otherwise subject to the Dodd-Frank Act.

Confidentiality Except with respect to certain tax-related matters as described in the beginning of this Offering Memorandum, or as required by applicable law, each of the Trustee, the Class A Holders and Limited Partners will maintain the confidentiality of all information disclosed to them by or on behalf of the Issuer relating to it or its business; provided, that confidential information may be disclosed (a) to its and its affiliates’ directors, officers, agents and representatives (provided, that each such person will be informed of the confidential nature of the information and

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instructed to keep it confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to the Transaction Documents (other than credit estimates), (e) in connection with the exercise of any remedies under the Transaction Documents or any suit, action or proceeding relating thereto or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those described in this section, to, in the case of Class A Holders, (1) any assignee of (or, with the consent of the Issuer, any prospective assignee of) any of its rights or obligations under the Transaction Documents or (2) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Issuer and its obligations, (g) with the consent of the Issuer or (h) to the extent such information becomes publicly available other than as a result of a breach by any of the Trustee, the Class A Holders or the Limited Partners of its obligations or becomes available to any of the Trustee, the Class A Holders or Limited Partners on a nonconfidential basis; provided further, that no disclosure may be made under clauses (a) or (f) to any of such person or persons (or to officers or employees of such person) who is or are principally engaged in the business of making or arranging senior debt investments of the kind customarily made by investment vehicles with investment objectives similar to those of the Issuer or conducting merchant banking activities on behalf of any Class A Holder (or any prospective assignee thereof) or any Limited Partner.

Limited Partners will be required to keep confidential information relating to the Issuer (including its investors and investments) and / or its results. To protect the sensitive nature of this information, the General Partner, in its discretion, may generally make all or certain confidential information unavailable to all or certain Limited Partners, in some cases based on the status of those Limited Partners. Upon the receipt by certain Limited Partners of requests, pursuant to the United States Freedom of Information Act, as amended (“FOIA”), any similar U.S., state “sunshine” laws or any comparable laws, rules or regulations in any jurisdiction, to make public disclosure of information about the Issuer previously disclosed to that Limited Partner by the Issuer, the General Partner, the Collateral Servicer or any of their affiliates or employees, the Limited Partner will be required to immediately send written notice to the Issuer of the request so that the General Partner may seek a protective order or other appropriate remedy. If this request is unsuccessful, the Limited Partner will be obligated to furnish only that portion of the requested information that is legally required and to use its best efforts to obtain assurance that confidential treatment is accorded that information. In addition, upon receipt by the General Partner of written notice from any Limited Partner of a public disclosure request, the General Partner, in its discretion, may facilitate the sale or transfer or may repurchase the interest of the Limited Partner if the General Partner determines that the disclosure of the information could adversely affect the Issuer.

Certain Tax Certifications At the initial LP Closing and each subsequent LP Closing, each Limited Partner that is a non-U.S. person will be required to provide certain U.S. Internal Revenue Service (“IRS”) tax forms, along with certain certifications, to the Issuer, the LP Agent and the Collateral Servicer

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evidencing that such Limited Partner qualifies as an Eligible Non-U.S. Person. In addition, each such Limited Partner will be required to (x) promptly notify the Issuer, the LP Agent and the Collateral Servicer in writing if any of the provided certifications are no longer true and correct and (y) periodically provide new U.S. IRS tax forms as reasonably requested in writing by the Issuer, the LP Agent or the Collateral Servicer or upon a change in circumstances that renders any such IRS tax form previously delivered to the Issuer, the LP Agent or the Collateral Servicer obsolete, inaccurate in any material respect or invalid, or the Limited Partner will be required to immediately notify the Issuer, the LP Agent and the Collateral Servicer in writing if it is legally unable to provide such new forms.

Each Class A Holder will be required to provide to the Issuer, the Trustee, the Collateral Servicer and the Note Agent, on or prior to the time the Class A Holder becomes a party to a Note Purchase Agreement, certain U.S. IRS tax forms (and certain supporting documentation, as applicable) evidencing its complete exemption from U.S. withholding taxes on all interest payments (and, if applicable, payments of Commitment Fees or other amounts) to be made under the Note Purchase Agreement, the Indenture, the Class A Notes or beneficial interests in the Class A Notes. In addition, each Class A Holder will generally be required to periodically provide new U.S. IRS tax forms (and certain supporting documentation and other forms, as applicable) evidencing such complete exemption as reasonably requested in writing by the Issuer, the Trustee or the Note Agent or upon a change in circumstances that renders any such IRS tax form (or supporting documentation) previously delivered to the Issuer, the Trustee or the Note Agent obsolete, inaccurate in any material respect or invalid, or such Class A Holder will be required to immediately notify the Issuer, the Trustee and the Note Agent in writing if it is legally unable to provide such new forms (or supporting documentation).

Certain ERISA Considerations Class A Notes or Limited Partnership Interests in the Issuer will not be available for purchase by or transfer to investors subject to Title I of the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Code.

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III. INVESTMENT EXPERIENCE OF GOLDMAN SACHS

Goldman Sachs is a leading global financial services firm. As such, Goldman Sachs maintains relationships with companies, leveraged buyout and other private equity firms, investors, entrepreneurs and financial intermediaries throughout the world, relationships which are a direct result of the financial expertise of Goldman Sachs. As a result of these relationships, Goldman Sachs is exposed to a substantial flow of potential leveraged loan investment opportunities.

Goldman Sachs has significant experience in all aspects of principal investing, investment banking and credit evaluation. Goldman Sachs is the worldwide leader in mergers and acquisitions and is among the market leaders in leveraged loan and high yield origination, research, sales and trading. In addition, the Firm is active in the trading markets on behalf of clients and is consistently ranked as a leader in equity origination. Finally, Goldman Sachs has a proven record as an active and substantial investor.

Mergers and Acquisitions

Goldman Sachs is the worldwide leader in providing merger and acquisition advisory services and execution expertise to major companies. The Investment Banking Division includes professionals worldwide engaged in advising companies in buying and selling assets. The Firm has been rated the number one merger advisor globally every year since 1997.23

Bank Loan Origination, Sales and Trading

Goldman Sachs is one of the leading global underwriters, distributors and traders of senior secured loans. Goldman Sachs has been actively involved in trading senior secured loans since 1991 and underwriting and distributing senior secured loans since 1996. In 2011, Goldman Sachs was one of the top ten arrangers of institutional leveraged loans, sponsor leveraged loans and LBO financings. Since the early 1990s, Goldman Sachs’ industry leading sales and trading capabilities have enhanced the Firm’s new issue franchise by driving structural innovation, international market expansion and the development of single name loan derivatives (LCDS) and loan derivative indices (LCDX).

Principal Investing and Investment Funds

Goldman Sachs currently ranks as one of the largest private equity investors in the world and is one of the few private equity investors with a global platform. Goldman Sachs has a long history of investing its capital in a variety of businesses and transactions. In 1983, Goldman Sachs began to invest in selected longer-term equity investments that came to the Firm through its banking and brokerage clients. Many of the early investments proved successful, and in 1986 the Firm began to establish investment partnerships that allowed the Firm’s clients to participate alongside Goldman Sachs. In 1991, Goldman Sachs formalized its private equity fund business through the creation of a distinct business unit, the Principal Investment Area (“PIA”), which resides within the Merchant Banking Division (“MBD”), with a mandate to manage the Firm’s private corporate investment activities.

Since 1986, PIA has closed 17 investment vehicles aggregating over $82 billion of capital (including fund- level leverage) to facilitate the investment by the Firm and its clients in private equity and mezzanine, senior secured and restructuring debt investments across a number of geographic regions, industries and transaction types. Through September 30, 2012, PIA had invested over $75 billion on behalf of private investment funds in private equity and mezzanine, senior secured and stressed / distressed debt investments. The senior loan team within PIA has invested $12.8 billion in 51 loan investments since 2008 through GSLP as of September 30, 2012.

23 Thomson Reuters and Dealogic.

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Goldman Sachs Fund Size Commitment Fund Year (1) Target Investments ($mm) ($mm) Broad Street Investment Fund I, L.P. 1986 Private Equity $ 250 $ 25

Water Street Corporate Recovery Fund I, L.P. 1990 Restructurings 783 100

GS Capital Partners, L.P. 1992 Private Equity 1,035 300

GS Capital Partners (Asia), L.P. and GS Capital 1994 Private Equity in Asia 300 75 Partners Offshore (Asia), L.P.

GS Capital Partners II, L.P. and Offshore Partnerships 1995 Private Equity 1,750 300

GS Mezzanine Partners, L.P. and GS Mezzanine 1996 Mezzanine Securities 800 100 Partners Offshore, L.P. (2)

GS Capital Partners III, L.P. and Offshore Partnerships 1998 Private Equity 2,775 500

GS Mezzanine Partners II, L.P. and GS Mezzanine 2000 Mezzanine Securities 1,000 166 Partners II Offshore, L.P. (2)

GS Capital Partners 2000, L.P. and Related Partnerships 2000 Private Equity 5,250 600 (3)

GS Mezzanine Partners III, L.P. and Related 2003 Mezzanine Securities 2,001 452 Partnerships (2)(3)

GS Capital Partners V, L.P. and Related Partnerships (3) 2005 Private Equity 8,506 2,540

GS Mezzanine Partners 2006, L.P. and Related 2005 Mezzanine Securities 5,250 2,000 Partnerships (2)(3)

GS Capital Partners VI, L.P. and Related Partnerships (3) 2006 Private Equity 20,336 7,424

GS Mezzanine Partners V, L.P. and Related 2007 Mezzanine Securities 13,000 4,612 Partnerships (3)

GS Loan Partners, L.P. and Related Partnerships (2)(3) 2008 Senior Loans 3,240 1,010

GS Opportunity Partners, L.P. and Offshore 2010 Distressed Loans 2,637 500 Partnerships

Broad Street (Beijing) 2011 Investment Center 2011 Private Equity (RMB 500 3%(4) denominated)

Total Equity Commitments (4) $ 69,413 $20,704

Total Leveraged Commitments $ 82,978 ______(1) Year in which capital first called. (2) Fund size as shown excludes impact of credit facility commitments. Including leverage, total fund sizes are $1.2 billion for GS Mezzanine Partners I, $1.375 billion for GS Mezzanine Partners II, $3.5 billion for GS Mezzanine Partners III, $9.25 billion for GS Mezzanine Partners 2006 and $10.53 billion for GS Loan Partners. (3) Employees of Goldman, Sachs & Co. have also invested alongside the investment partnerships. (4) The Goldman Sachs commitment to Broad Street (Beijing) 2011 Investment Center is subject to local regulatory approvals and is capped at 3% of the aggregate capital commitments to the fund. This amount is not included in Total Equity Commitments.

MBD has developed a wealth of experience evaluating investments in its principal investing activities. To support these activities, MBD has over 150 investment professionals in New York, London, Hong Kong, Tokyo, San Francisco, Beijing and Mumbai who work full time on identifying, evaluating, structuring, negotiating, monitoring and harvesting MBD’s investment portfolios. In addition to the MBD team, PIA can call upon the talents and expertise of other Goldman Sachs professionals as needed.

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IV. OPERATION AND SERVICING OF THE ISSUER

Pursuant to a collateral servicing agreement, Goldman, Sachs & Co. will serve as the Collateral Servicer of Broad Street Loan Partners 2013 Europe, L.P., a Scottish limited partnership registered under the United Kingdom Limited Partnerships Act (the “Issuer”) (the “Collateral Servicer,” together with The Goldman Sachs Group, Inc. (“GS Group”) and its other subsidiaries and affiliates, including Broad Street Loan Partners 2013 Advisors, Ltd., a Cayman Islands exempted company wholly-owned by GS Group (the “General Partner”), “Goldman Sachs” or the “Firm”), with full discretion to negotiate the purchase and sale of Investments and the incurrence of leverage by the Issuer. The Principal Investment Area (“PIA”) of Goldman Sachs’ Merchant Banking Division (“MBD”) will identify, evaluate, structure, monitor, value and harvest the Investments on behalf of the Collateral Servicer.

Investment Committee

All investment decisions will be made by the investment committee of PIA (the “Investment Committee”). The Investment Committee will consider new investment opportunities for the Issuer, and also will oversee the monitoring, valuation and harvesting of interests in Portfolio Companies, serve as a sounding board for team members, and make decisions with respect to exercising any rights on significant transactions involving Portfolio Companies. The current members of the Investment Committee are as follows:

Richard A. Friedman is head of MBD, head of PIA, Chairman of the Investment Committee and a member of Goldman Sachs’ Management Committee. He joined Goldman Sachs in 1981 and became a partner in 1990. He serves on the Boards of Directors of Hyatt Hotels Corporation and Yankees Entertainment and Sports Network, LLC. Mr. Friedman received a B.A. from Brown University and an M.B.A. from the University of Chicago Graduate School of Business.

Ben I. Adler is in the Legal Department and is General Counsel to the Merchant Banking Division. He joined Goldman Sachs in 1998 and became a managing director in 2001. He was a partner at Fried, Frank, Harris, Shriver & Jacobson LLP before joining Goldman Sachs. Mr. Adler received a B.A. from Yeshiva University and a J.D. from the Columbia University School of Law.

Thomas G. Connolly is head of the Principal Debt Group for PIA (which encompasses corporate loans and mezzanine debt). Prior to joining MBD, Mr. Connolly was head of Leveraged Finance in the Investment Banking Division. He joined Goldman Sachs in 1996, became a managing director in 1999, and became a partner in 2004. Mr. Connolly received a B.A. from Union College.

Jack Daly is in PIA in the Americas. He joined Goldman Sachs in 1999 and became a partner in 2012. He serves on the Boards of Directors of Fiberlink Communications Corp., Hawker Beechcraft, Inc., Kenan Advantage Group, MRC Global Inc. and U.S. Security Associates. Mr. Daly received a B.S. and M.S. from Case Western Reserve University and an M.B.A. from the Wharton School at the University of Pennsylvania.

Joseph P. DiSabato is head of Growth Equity for PIA. He joined Goldman Sachs in 1994, became a managing director in 2000, and became a partner in 2004. He serves on the Boards of Directors of ATS Consolidated, Inc., BackOffice Associates, LLC, Benefitfocus.com, Inc., Endurance International Group, Inc., Neos Inc. and Perimeter Internetworking Corp. Mr. DiSabato received a B.S. from the Massachusetts Institute of Technology and an M.B.A. from Anderson Graduate School of Management at University of California, Los Angeles.

Elizabeth Cogan Fascitelli is Chief Operating Officer of MBD. She joined Goldman Sachs in 1984, became a managing director in 1997, and became a partner in 2004. Ms. Fascitelli received a B.A. from Dartmouth College and an M.B.A. from the Harvard Graduate School of Business Administration.

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Joseph H. Gleberman is an advisory director to PIA. He joined Goldman Sachs in 1982, became a partner in 1990 and became an advisory director in 2012. He serves on the Boards of Directors of AssuraMed, Inc., iFormation Group Holdings, L.P., iHealth Technologies Inc., Kerzner International and Limelight Networks, Inc. Mr. Gleberman received a B.A. and an M.A. from Yale University and an M.B.A. from the Stanford University Graduate School of Business.

Brad Gross is in PIA in the Americas. He first joined Goldman Sachs in 1995 and became a partner in 2012. He serves on the Boards of Directors of Aeroflex Holding Corp, Americold Realty Trust, Flynn Restaurant Group, Griffon Corporation and Interline Brands, Inc. Mr. Gross earned a B.A. from Duke University and an M.B.A. from the Stanford University Graduate School of Business.

Dr. Martin A. Hintze is co-head of Europe Equity for PIA. He joined Goldman Sachs in 1999, became a managing director in 2005, and became a partner in 2008. He serves on the Boards of Directors of Kion Group GmbH, LEG and Xella International Sarl. Dr. Hintze received a B.A. from the European Business School of Oestrich-Winkel and an MSc. and PhD. from the Technical University Berlin.

Stephanie M. Hui is head of Asia Pacific ex-Japan for PIA. She joined Goldman Sachs in 2000, became a managing director in 2006, and became a partner in 2010. She serves on the Boards of Directors of China Nepstar Chain Drugstore Ltd., Geo Young Corporation, Shanghai Hongyuan Lighting and Electric Equipment Co., Ltd., Shenzhen Hepalink Pharmaceutical Co., Ltd. and Shenzhen Topknow Industrial Development Co., Ltd. Ms. Hui received an A.B. from Harvard College and an M.B.A. from the Harvard Graduate School of Business Administration.

Adrian M. Jones is co-head of Americas Equity for PIA. He joined Goldman Sachs in 1994, became a managing director in 2002, and became a partner in 2004. He serves on the Boards of Directors of Biomet, Inc., Dollar General Corporation, Education Management Corporation, HealthMarkets, Inc. and Michael Foods Group, Inc. Mr. Jones received a B.A. from University College, Galway, an M.A. from University College, Dublin and an M.B.A. from the Harvard Graduate School of Business Administration.

Michael E. Koester is Chief Financial Officer and head of the Strategic Capital Group for MBD. He joined Goldman Sachs in 1999, became a managing director in 2005, and became a partner in 2008. Mr. Koester received a B.A. from Colby College and an M.B.A. from the Tuck School of Business at Dartmouth.

Scott L. Lebovitz is in PIA in the Americas. He joined Goldman Sachs in 1997 and became a partner in 2012. He serves on the Boards of Directors of Associated Asphalt Partners LLC, Cobalt International Energy, Inc., EdgeMarc Energy Holdings, LLC, EF Energy Holdings, LLC, Energy Future Holdings Corp. and EW Energy, LLC. Mr. Lebovitz received a B.S. from the University of Virginia.

Sanjeev K. Mehra is co-head of Americas Equity for PIA. He joined Goldman Sachs in 1986, became a managing director in 1996, and became a partner in 1998. He serves on the Boards of Directors of Aramark Corporation, Hawker Beechcraft Inc., Interline Brands, Inc., KAR Auction Services, Inc., Max India Limited, Sigma Electric, SunGard Data Systems, Inc. and TVS Logistics Services Limited. Mr. Mehra received an A.B. from Harvard College and an M.B.A. from the Harvard Graduate School of Business Administration.

Kenneth A. Pontarelli is global head of Natural Resources for PIA. He joined Goldman Sachs in 1997, became a managing director in 2004, and became a partner in 2006. He serves on the Boards of Directors of Cobalt International Energy, Inc., Energy Future Holdings Corp., Expro International Group Limited and Tervita Corporation. Mr. Pontarelli received a B.S. from Syracuse University and an M.B.A. from the Harvard Graduate School of Business Administration.

Sumit Rajpal is global head of Financial Institutions for PIA. He joined Goldman Sachs in 2000, became a managing director in 2007, and became a partner in 2010. He serves on the Boards of Directors of

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Enstar Group Limited, ProSight Specialty Insurance, Safe-Guard Products International, LLC and TransUnion Holding Company, Inc. Mr. Rajpal received a B.C. from the University of Bombay and an M.B.A. from the Indian Institute of Management, Ahmedabad.

James H. Reynolds is co-head of the Principal Debt Group in Europe. He joined Goldman Sachs in 2000, became a managing director in 2007, and became a partner in 2010. Mr. Reynolds received a B.S. from the École Nationale des Ponts et Chaussées and an MSc. from the Massachusetts Institute of Technology.

Ankur A. Sahu is co-head of Asia for MBD. He joined Goldman Sachs in 1998, became a managing director in 2005, and became a partner in 2006. He serves on the Boards of Directors of Japan Renewable Energy Co., Ltd., Nova Medical Centers Pvt. Ltd., ReNew Wind Power Pvt. Ltd., Softbank Corp. and USJ Co., Ltd. Mr. Sahu received a B.S.E.E. from Tufts University and an M.B.A. from the Harvard Graduate School of Business Administration.

Andrew E. Wolff is head of Europe and co-head of Asia for MBD, as well as co-head of Europe Equity for PIA. He joined Goldman Sachs in 1998, became a managing director in 2005, and became a partner in 2006. He serves on the Boards of Directors of CS Wind Corporation, Leed International Education Group Inc., PagesJaunes Groupe SA and Taikang Life Insurance Co., Ltd. Mr. Wolff received a B.A. from Yale University, an M.B.A. from the Harvard Graduate School of Business Administration and a J.D. from Harvard Law School.

The Merchant Banking Division

MBD has over 150 investment professionals based in New York, London, Hong Kong, Tokyo, San Francisco, Beijing and Mumbai and provides a global capability to source, execute, evaluate, valuation, monitor and harvest investments. By utilizing investment professionals located around the world and leveraging local market relationships, knowledge and experience, MBD can source, assess and make opportunistic investments in different markets with a knowledgeable local perspective.

Restrictions on the Portfolio

The Collateral Servicer does not expect the Issuer to invest more than 7.5% of expected leveraged commitments in any one issuer (or group of affiliated issuers operated as a common enterprise), does not expect the Issuer to invest more than 10% of expected leveraged commitments in Other Investments and does not expect the Issuer to invest more than 30% of expected leveraged commitments in Collateral Obligations that accrue interest at a fixed rate (as determined by the Collateral Servicer in its reasonable discretion). Further, because of the Issuer’s reliance on Rule 3a-7 of the Investment Company Act, it is expected that no acquisition or disposition of Collateral Obligations, Eligible Investments or other eligible assets (as defined in Rule 3a-7 under the Investment Company Act) may be effected by or on behalf of the Issuer or any Qualified Co-Issuer for the primary purpose of recognizing gains or decreasing losses resulting from market value changes. Similarly, it is also currently expected that each Collateral Obligation that is acquired by the Issuer or any Qualified Co-Issuer in a secondary market transaction for a price that is less than 75% of its principal amount will not be disposed of prior to the harvesting of such Collateral Obligation, unless such Collateral Obligation is a Defaulted Obligation or a Credit Risk Obligation as determined by the Collateral Servicer. Subject to the foregoing, discretionary sales of Collateral Obligations (i.e. exclusive of harvests through repayments or prepayments and sales of Defaulted Obligations or Credit Risk Obligations of Collateral Obligations) in any 12 month period are not expected to exceed 20% of the Total Commitment Amount.

Indebtedness incurred by the Issuer

The Issuer will employ leverage through the issuance of the Class A-1 Notes and Class A-2 Notes (collectively, “Class A Notes”) in seeking to achieve the targeted returns for the Limited Partnership Interests. It is the Collateral Servicer’s intention that the Class A Notes will be serviced using the cash

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flows and disposition proceeds of the Issuer’s portfolio of Investments. In certain circumstances, commitment drawdowns of limited partners of the Issuer (the “Limited Partners”) may be applied to servicing Class A Notes. In addition, the Issuer may enter into certain types of derivative transactions (as described in Section II: “Summary of Terms of the Offered Securities–Eligible Hedging Agreements”).

Certain Limited Partners may purchase all or a substantial portion of the Class A Notes. In addition to the Class A Notes, the Issuer and any Qualified Co-Issuer may incur limited recourse indebtedness incurred to finance the acquisition of Collateral Obligations in an aggregate outstanding amount up to the amounts specified in the Indenture.

Realization of Investments

The Collateral Servicer expects to derive returns on Investments primarily through current income and long-term capital appreciation. It is expected that, on average, an Investment will remain in the Issuer’s portfolio for two to five years. In evaluating a sale or other disposition or restructuring of Investments, the Collateral Servicer may take into account certain potential benefits, such as the realization of tax losses, that may not be available to all Limited Partners.

The primary ways Investments will be harvested will include the following:

 optional prepayment by the borrower with excess free cash flow;

 mandatory prepayment by the borrower with proceeds of asset sales, debt issuance, mandatory free cash flow, or other events as required by the loan documentation;

 repayment at maturity or through mandatory amortization payments, or the refinancing of Investments by the issuing Portfolio Company;

 recapitalization of a Portfolio Company, including initial public offering, debt or equity recapitalization, or asset sales;

 sale or merger of a Portfolio Company or of a significant asset.

In harvesting Investments, the Collateral Servicer may draw on the resources of Goldman Sachs, including its experience in mergers and acquisitions and public offerings. This access to Goldman Sachs’ investment banking and other expertise provides the Issuer with greater ability to explore a wide variety of disposition alternatives.

Investment in Qualified Co-Issuers

The Issuer is expected to invest in a Luxembourg société à responsabilité limitée (the “Luxco”) and may invest in other entities, each of which, if formed, would be a Qualified Co-Issuer (defined above). If the Luxco is formed or other entity is formed, it is currently expected that all or substantially all of the assets of the Luxco or other entity would be Collateral Obligations and Eligible Investments.

Investment Advisory Committee

The Collateral Servicer, on behalf of the Issuer, will establish an investment advisory committee (the “Investment Advisory Committee”) consisting of at least three members selected by the Collateral Servicer who are not employees, officers, directors, partners, consultants or affiliates of Goldman Sachs. The Investment Advisory Committee members are expected to be Limited Partners of the Issuer or representatives or nominees of any such Limited Partners. Any member of the Investment Advisory Committee may resign upon delivery of written notice, and such member may be replaced by the Collateral Servicer. The Investment Advisory Committee will act on behalf of the Issuer, the Limited Partners and the Issuer’s other stakeholders and will: (i) consent or not consent to any transaction in which the Issuer proposes to be an investor and which, as a result of participation by Goldman Sachs or

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its affiliates, requires consent under the U.S. Investment Advisers Act of 1940, as amended (the “Advisers Act”), or as to which the Collateral Servicer otherwise determines to seek such consent, (ii) consent or not consent to any fee paid to Goldman Sachs or any of its affiliates in respect of a transaction in which the Issuer proposes to be an investor and which, as a result of the participation by Goldman Sachs or any of its affiliates, requires consent under the Advisers Act, and (iii) consent or not consent to any extension by the General Partner of the LP Commitment Period. In addition, in the Collateral Servicer’s discretion, the Investment Advisory Committee may: (i) consent or not consent to any other transactions for which prior consent or other consent may be required under the Advisers Act and (ii) advise the Collateral Servicer and consent or not consent as to other matters presented to it by the Collateral Servicer, including transactions involving possible conflicts of interest which the Collateral Servicer determines to present to the Investment Advisory Committee. Consent by the Investment Advisory Committee to any matter which requires the consent of the Issuer under the Advisers Act and / or the Offering Documents or any other matter shall be deemed to constitute the consent of the Issuer. Each Limited Partner and each of the Issuer’s other stakeholders is deemed to have consented to the delegation to the Investment Advisory Committee of any such consent otherwise required of the Issuer. Consent of members of the Investment Advisory Committee may be deemed to be given in a particular case if the members do not expressly object to or disapprove a transaction for which the Investment Advisory Committee consent is being sought. The Collateral Servicer may form a single investment advisory committee for two or more of the Loan Partners 2013 Entities to the extent it deems necessary or appropriate (the “Joint IAC”).

The Investment Advisory Committee may be asked, among other circumstances, to address the inherent conflicts of interest arising from the Issuer’s participation in a financing arranged by or syndicated by an affiliate of Goldman Sachs. Most of the Issuer’s opportunities for debt investments occur in leveraged transactions used to finance acquisitions or recapitalizations. The financing for these transactions may include senior debt offerings that are arranged or underwritten by investment banking firms and commercial banks that commit to provide all or substantially all of the required debt financing for the transaction and typically receive fees for such commitments. The financing is then syndicated to other lenders or investors, including commercial and investment banks, private equity funds, hedge funds and other institutional investors, in some cases after the actual financing has closed. In situations in which Goldman Sachs is arranging or syndicating a financing, the Issuer may seek the approval of the Investment Advisory Committee in order to participate in the transaction. The opportunity to participate in such investments gives the Issuer access, often on a proprietary or first serve basis, to significant deal flow originated by Goldman Sachs. There can be no assurance that the Issuer will be presented with circumstances similar to those described above.

In addition, the Investment Advisory Committee may elect at any time to dissolve the Issuer as set forth in the Issuer Partnership Agreement.

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V. CERTAIN U.S. REGULATORY AND TAX CONSIDERATIONS

U.S. Securities Act of 1933

The Class A-1 Notes, the Class A-2 Notes (collectively, the “Class A Notes”) and the limited partnership interests in the Issuer (the “Limited Partnership Interests,” and together with the Class A Notes, the “Offered Securities”) will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), in reliance upon the exemption from registration provided by Regulation S thereunder. The Offered Securities will not be offered or sold within the United States, and such offering and sales will be made in compliance with the requirements of Regulation S. In addition, the Class A Notes may not be assigned or transferred without the written consent of the Collateral Servicer, on behalf of the Issuer, and the Limited Partnership Interests may not be assigned or transferred without the written consent of the General Partner.

U.S. Investment Company Act of 1940

The Issuer relies on Rule 3a-7 of the U.S. Investment Company Act of 1940, as amended (the “Investment Company Act”), which provides an exception from the definition of “investment company” under the Investment Company Act and therefore is not required to register as an investment company with the Securities and Exchange Commission (the “SEC”). Beneficial owners of Limited Partnership Interests must be (a) qualified institutional buyers as defined in Rule 144A under the Securities Act or (b) involved in the organization or operation of the Issuer. In addition, beneficial owners of Limited Partnership Interests must be (x) “qualified purchasers” as defined for purposes of the Investment Company Act (“Qualified Purchasers”), (y) “knowledgeable employees” as defined in Rule 3c-5 under the Investment Company Act (“Knowledgeable Employees”), or (z) “non-U.S. persons” as defined in Regulation S under the Securities Act (“Non-U.S. Persons”). Furthermore, beneficial owners of Class A Notes must be “accredited investors” as defined in paragraphs (1), (2), (3) or (7) of Rule 501(a) under the Securities Act, and either (i) Qualified Purchasers or (ii) Non-U.S. Persons. Consequently, the Issuer may also rely on the Section 3(c)(7) exception from the definition of “investment company” under the Investment Company Act. The Investment Company Act provides certain protections to investors and imposes certain restrictions on registered investment companies, none of which will be applicable to the Issuer.

U.S. Investment Advisers Act of 1940

Goldman, Sachs & Co. (the “Collateral Servicer”) is registered as an investment adviser under the U.S. Investment Advisers Act of 1940, as amended (the “Investment Advisers Act”). To the extent available under applicable law, the Collateral Servicer treats the Issuer as its client for all purposes under the Investment Advisers Act, the U.S. Commodity Exchange Act, as amended (the “Commodity Exchange Act”), and other applicable laws and regulations. This means that required disclosures by the Collateral Servicer (e.g., those in its Form ADV) are made to the General Partner, not to the Class A Holders or the Limited Partners, and that any necessary consents (e.g., to transactions in which the Collateral Servicer’s affiliates act as principal or as a broker) may be given by the General Partner on behalf of the Issuer and the Class A Holders or the Limited Partners. As a registered investment adviser under the Investment Advisers Act, the Collateral Servicer is required to file Part 1A and Part 2A of the Form ADV with the SEC and deliver to clients. Form ADV contains information about assets under management, types of fee arrangements, types of investments, potential conflicts of interest, and other relevant information regarding the Collateral Servicer. A copy of Part 1 and Part 2A of the Collateral Servicer’s Form ADV will be available on the SEC web site (www.adviserinfo.sec.gov). Registered investment advisers are also required to prepare Part 2B of the Form ADV and deliver such form to its clients where applicable. Part 2B does not need to be filed with the SEC.

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The Issuer may hold its cash and securities in an account in the name of the Issuer with one or more custodians as selected from time to time, including affiliates of the Collateral Servicer.

U.S. Bank Holding Company Act

Goldman Sachs is regulated as a bank holding company (a “BHC”) under the BHCA, which generally restricts bank holding companies from engaging in business activities other than the business of banking and certain closely related activities. Goldman Sachs has elected to become a financial holding company under the BHCA and, as such, may engage in a broader range of financial and related activities, as long as Goldman Sachs continues to meet certain eligibility requirements. Because Goldman Sachs is deemed to “control” the Issuer within the meaning of the BHCA, certain of these restrictions are expected to apply to the Issuer as well. Accordingly, the BHCA and other applicable banking laws, rules, regulations and guidelines, and their interpretation and administration by the appropriate regulatory agencies, may, among other things, restrict the transactions and relationships between the Collateral Servicer, the General Partner, Goldman Sachs and their affiliates, on the one hand, and the Issuer, on the other hand, and may restrict investments and transactions by, and the operations of, the Issuer.

While the General Partner currently expects that the Issuer will be able to conduct its activities in a manner that is consistent with the BHCA, including any applicable exemptions, there can be no assurance that the bank regulatory requirements applicable to Goldman Sachs and the Issuer will not have a material adverse effect on the Issuer and such requirements may cause the General Partner to dissolve the Issuer earlier than previously contemplated. Furthermore, such bank regulatory requirements may change over time and may require the Issuer to restructure its investments, which may have a material adverse effect on Issuer. See Section VI: “Risks and Potential Conflicts of Interest— Risks of Legal, Tax and Regulatory Changes”.

Goldman Sachs in the future, in its discretion and without notice to the Class A Holders or the Limited Partners, may restructure the Issuer, the General Partner, or the Collateral Servicer, or the composition of the Investment Committee, the composition of, and / or the powers granted to, the Investment Committee, including the granting of additional powers to the Investment Committee, in order to comply with the BHCA or other legal requirements applicable to, or reduce or eliminate the impact or applicability of any bank regulatory or other restrictions on, Goldman Sachs, any of its affiliates, the Issuer, Other Investment Vehicles or other funds, vehicles or accounts managed by the Collateral Servicer or its affiliates. Goldman Sachs may seek to accomplish this result by causing another entity to replace the General Partner, transferring its interests or ownership of the General Partner or any combination of the foregoing, or by such other means as Goldman Sachs determines in its discretion. Any such replacement general partner or transferee may be unaffiliated with Goldman Sachs. In connection with any such change, the Collateral Servicer, in its discretion, may assign its right to receive all or a portion of the Supplemental Servicing Fee or cause another entity to be admitted to the Issuer for the purpose of receiving all or a portion of the Supplemental Servicing Fee.

U.S. Commodity Exchange Act

Pursuant to an exemption from registration with the U.S. Commodity Futures Trading Commission (the “CFTC”) in connection with pools whose participants are limited to certain categories of qualified eligible persons, an Offering Memorandum for this pool is not required to be, and has not been, filed with the CFTC. The CFTC does not pass upon the merits of participating in a pool or upon the adequacy or accuracy of an Offering Memorandum. Consequently, the CFTC has not reviewed or approved this offering or any Offering Memorandum for this pool.

The Collateral Servicer is registered with the CFTC, pursuant to the Commodity Exchange Act, as a commodity trading advisor. The General Partner is not registered with the CFTC as a commodity pool operator (“CPO”) and will be exempt from such registration in respect of the Issuer pursuant to Rule 4.13(a)(3) under the Commodity Exchange Act because the Issuer will be engaging (directly or indirectly)

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in a limited amount of commodity interest transactions. These limitations could potentially adversely impact returns of the Issuer. Further, the General Partner is not required to deliver to Class A Holders and Limited Partners certified annual reports and a disclosure document that are otherwise required to be delivered pursuant to the Commodity Exchange Act. Such materials would contain certain disclosures required thereby that may not be included herein or in the reports to be provided to Class A Holders and Limited Partners by the Issuer.

Alternatively, the General Partner may register with the CFTC as a CPO and operate the Issuer as an “exempt pool” in accordance with CFTC Rule 4.7, which would exempt it from having to deliver a CFTC compliant disclosure document, subject to certain terms and conditions, and would partially exempt it from certain reporting and recordkeeping requirements. Complying with CFTC Rule 4.7 could, however, subject the Issuer to certain additional costs, expenses and administrative burdens.

U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act

In November 2011, proposed Volcker Rule regulations (the “Proposed Rule”) were published in the Federal Register for public comment. The regulatory rulemaking process is ongoing. Many comment letters were submitted during the public comment period and the regulators are working on the final regulations. The statutory provisions of the Volcker Rule became effective on July 21, 2012, irrespective of when the final regulations are issued. Under the Proposed Rule, banking entities, such as Goldman Sachs, are only permitted to organize and offer “covered funds” in limited circumstances.

For purposes of the Proposed Rule, a “covered fund” is an entity that would be an investment company under the Investment Company Act but for reliance on Section 3(c)(1) or Section 3(c)(7), and similar funds. The Issuer is not required to register as an investment company with the SEC in reliance on both Rule 3a-7 promulgated under the Investment Company Act and Section 3(c)(7) thereunder. Because the Issuer is relying on Rule 3a-7, the Issuer is not a “covered fund” subject to the Volcker Rule. If the Issuer is deemed a “similar” fund, or a commodity pool, there could be a material adverse effect on the operation of the Issuer.

The European Union Directive on Alternative Investment Fund Managers (2011/61/EU)

The Issuer is likely to be considered an alternative investment fund, and the General Partner an alternative investment fund manager, for the purposes of the European Union’s Alternative Investment Fund Manager Directive (the “AIFMD”). The AIFMD has not yet been implemented in the member states of the European Union and, there remain uncertainties as to how implementation will be effected and consequently as to the impact of the AIFMD on the Issuer. The AIFMD contains restrictions as well as requiring compliance with reporting, disclosure, notification, risk management, capital (including the ability of the relevant regulator to cap the use of fund-level leverage), depositary and authorization requirements. These may increase the costs and expenses associated with operating the Issuer and making investments and it is possible that the AIFMD will restrict the Issuer from being operated in the manner and on the terms envisaged in this Offering Memorandum.

The AIFMD provides that an alternative investment fund which is established in the European Union, such as the Issuer, is likely from July 2015 to require an authorised alternative investment fund manager. As a result, the party which will serve as the “alternative investment fund manager” of the Issuer within the meaning of the AIFMD may need to seek authorisation in a European Union jurisdiction.

Certain Tax Considerations

PURSUANT TO U.S. TREASURY DEPARTMENT CIRCULAR 230, THE ISSUER IS INFORMING EACH PROSPECTIVE PURCHASER OF THE CLASS A NOTES AND EACH PROSPECTIVE PURCHASER OF LIMITED PARTNERSHIP INTERESTS THAT (A) THE SUMMARY SET FORTH BELOW IS NOT INTENDED AND WAS NOT WRITTEN TO BE USED, AND CANNOT BE USED, BY ANY TAXPAYER FOR THE PURPOSE OF AVOIDING PENALTIES UNDER THE U.S. FEDERAL TAX LAWS THAT MAY

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BE IMPOSED ON THE TAXPAYER, (B) THE SUMMARY SET FORTH BELOW WAS WRITTEN IN CONNECTION WITH THE PROMOTION OR MARKETING BY THE ISSUER OF THE CLASS A NOTES AND LIMITED PARTNERSHIP INTERESTS, AND (C) EACH TAXPAYER SHOULD SEEK ADVICE BASED ON ITS PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.

Certain Tax Considerations for Class A Holders

The following summary describes certain significant U.S. federal income tax consequences of, and certain other considerations relating to, the ownership and disposition of the Class A Notes. This discussion of U.S. federal income tax consequences in this summary applies only to a U.S. Noteholder (as defined below) or a Non-U.S. Noteholder (as defined below), as applicable, that:

 holds the Class A Notes (or beneficial interests in the Class A Notes) as capital assets (generally, investment property);

 acquires the Class A Notes in this offering for a price equal to the issue price of the Class A Notes; and

 is not an individual or estate.

For purposes of this summary and Section VI: “Risks and Potential Conflicts of Interest”, a “U.S. Noteholder” is a Class A Holder that is a beneficial owner of the Class A Notes and also is, for U.S. federal income tax purposes:

 a corporation (or an entity treated as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States or any state thereof (including the District of Columbia); or

 a trust the income of which is subject to U.S. federal income taxation regardless of the source of that income.

For purposes of this summary and Section VI: “Risks and Potential Conflicts of Interest”, a “Non-U.S. Noteholder” is a Class A Holder that is a beneficial owner of the Class A Notes and is not a U.S. Noteholder.

Moreover, for purposes of this summary and Section VI: “Risks and Potential Conflicts of Interest”, a Non- U.S. Noteholder does not include:

 any entity or arrangement treated as a partnership for U.S. federal income tax purposes or as “fiscally transparent” (within the meaning of U.S. Treasury regulations Section 1.894-1(d)(3)(ii)) under the laws of the jurisdiction where the Non-U.S. Noteholder is organized or incorporated or may otherwise be considered a resident under the laws of that jurisdiction; or

 any beneficial owner of the Class A Notes that acquires or at any time holds the Class A Notes in connection with any conduct of a trade or business within the United States by it.

If a prospective purchaser of Class A Notes is a partnership (or an entity or arrangement treated as a partnership for U.S. federal tax purposes), such prospective purchaser and partners in such prospective purchaser should note that the U.S. federal income tax treatment of a partner in such a partnership generally will depend on the activities of such partnership, the status of the partner, and certain determinations which are made at the partner level.

The summary does not discuss all of the U.S. federal income tax consequences that may be relevant to a particular prospective purchaser of the Class A Notes or to prospective purchasers of the Class A Notes

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that are subject to special treatment under the U.S. federal income tax laws. In addition, this summary does not discuss any U.S. state or local income tax consequences, non-U.S. tax consequences (other than certain United Kingdom tax consequences) or any other tax consequences. This summary is necessarily general and does not constitute tax advice. Accordingly, each prospective purchaser of the Class A Notes should consult with its own tax advisors regarding the U.S. federal, state and local and the non-U.S. tax consequences to it of the ownership and disposition of the Class A Notes in light of its particular circumstances.

Except with respect to United Kingdom tax matters, this summary is based on the U.S. federal income tax laws as in effect on the date of this Offering Memorandum, including the Internal Revenue Code of 1986, as amended (the “Code”), the U.S. Treasury regulations promulgated thereunder, rulings of the U.S. Internal Revenue Service (the “IRS”), and court decisions in existence on the date hereof. Subsequent developments in the tax laws of the United States, United Kingdom and Scotland, including changes in or differing interpretations of these authorities, which may be applied retroactively, could have a material effect on the tax consequences of the ownership and disposition of the Class A Notes by Class A Holders. The Issuer has not sought any determination or ruling from the IRS or any other U.S. federal, state, local or non-U.S. taxing authority with respect to any of the tax issues affecting the Issuer or the Class A Holders. There can be no assurance that the IRS or any other taxing authority will not take a different position concerning any of the tax consequences described in this summary.

U.S. Federal Income Taxation

U.S. Noteholders. Interest on the Class A Notes will generally be taxable to a U.S. Noteholder as ordinary income at the time it is paid or accrued in accordance with the U.S. Noteholder’s method of accounting for U.S. federal income tax purposes and applicable U.S. federal income tax laws. It is possible that one or both of the classes of Class A Notes may be treated as issued with original issue discount (“OID”) for U.S. federal income tax purposes. In that event, a U.S. Noteholder generally would include the OID in gross income as it accrues based on a yield to maturity method, and any such OID generally would be offset ratably by any acquisition premium with which the U.S. Noteholder’s Class A Note is treated as acquired for U.S. federal income tax purposes. However, the application of the OID rules may vary depending upon the circumstances, and each U.S. Noteholder should consult its own tax advisors, including as to special rules for debt instruments subject to certain contingencies.

As discussed in “Non-U.S. Noteholders” below, interest (and any OID) on the Class A Notes may be treated as from U.S. sources or non-U.S. sources for U.S. federal income tax purposes. If treated as from non-U.S. sources, interest (and any OID) on the Class A Notes generally will constitute “passive category income” or, in the case of certain U.S. Noteholders, “general category income” for U.S. foreign tax credit purposes.

Non-U.S. Noteholders. The Issuer may, by virtue of its activities, be treated as engaged in the conduct of a trade or business within the United States for U.S. federal income tax purposes. If the Issuer is so treated, payments of interest (which for the purposes of the remainder of this discussion includes any

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OID) on the Class A Notes will be treated as from U.S. sources for U.S. federal income tax purposes. However, even if interest payments on the Class A Notes are treated as from U.S. sources, except as discussed below with regard to the Foreign Account Tax Compliance Act, U.S. federal income and withholding tax will not apply to any payments by the Issuer, the Trustee or the Note Agent of interest on the Class A Notes to a Non-U.S. Noteholder, provided that the Non-U.S. Noteholder satisfies one of the following two exemptions:

(1) A Non-U.S. Noteholder that is eligible to do so (including all Non-U.S. Noteholders that own or are acquiring Limited Partnership Interests) certifies that such Non-U.S. Noteholder:

 is a resident of a non-U.S. jurisdiction that has entered into an income tax treaty with the United States under which interest is completely exempt from U.S. federal income tax; and

 is entitled to claim the benefits of that income tax treaty as a “resident” of such non-U.S. jurisdiction (within the meaning of such income tax treaty), including under such income tax treaty’s limitation of benefits provision.

(2) A Non-U.S. Noteholder that is not eligible for treaty benefits described in clause (1) above certifies that such Non-U.S. Noteholder qualifies for a complete exemption from U.S. federal income tax under the “portfolio interest” exemption (discussed below). The “portfolio interest” exemption generally will apply to interest received by a Non-U.S. Noteholder on the Class A Notes if the Non-U.S. Noteholder:

 does not own (directly or, under ownership attribution rules contained in the Code, indirectly or constructively) ten percent or more of the capital or profits interest of the Issuer;

 is not a controlled foreign corporation within the meaning of the Code that is related, directly or indirectly, to the Issuer through sufficient stock ownership (as provided in the Code); and

 is not a bank receiving interest described in section 881(c)(3)(A) of the Code.

The U.S. federal income tax treatment of other types of income from the Class A Notes, including Commitment Fees, is uncertain. Accordingly, a Non-U.S. Noteholder may be subject to U.S. federal income or withholding tax on such other types of income at a 30% rate. However, a Non-U.S. Noteholder may be entitled to a complete or partial exemption from any such U.S. federal income or withholding tax on such other types of income under an income tax treaty with the United States applicable to the Non- U.S. Noteholder.

Under the Class A Note Purchase Agreement, each Non-U.S. Noteholder will be required to provide to the Issuer, the Trustee and the Note Agent, on or prior to the date the Non-U.S. Noteholder becomes a party to the Class A Note Purchase Agreement, a U.S. IRS Form W-8BEN (and certain supporting documentation, as applicable) that evidences the Non-U.S. Noteholder’s complete exemption from withholding of U.S. federal income tax on all interest payments (and, if applicable, payments of Commitment Fees and other amounts) to be made under the Class A Note Purchase Agreement, the Indenture, the Class A Notes or beneficial interests in the Class A Notes. In addition, each Non-U.S. Noteholder will generally be required to:

 periodically provide a new U.S. IRS Form W-8BEN (and certain supporting documentation and other forms, as applicable) evidencing such complete exemption, as reasonably requested in writing by the Issuer, the Trustee or the Note Agent or upon a change in circumstances that renders any such IRS tax form or supporting documentation previously delivered to the Issuer, the Trustee or the Note Agent obsolete, inaccurate in any material respect or invalid; and

 immediately notify the Issuer, the Trustee and the Note Agent in writing if it is legally unable to provide such new forms or supporting documentation.

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Each Non-U.S. Noteholder claiming an exemption from U.S. federal withholding tax under an applicable income tax treaty (but not under the portfolio interest exemption) must have or obtain a U.S. taxpayer identification number (“TIN”) and provide such TIN on its U.S. IRS Form W-8BEN.

Under the Class A Note Purchase Agreement, the Issuer will not be required to pay a Non-U.S. Noteholder any additional amounts in respect of U.S. federal income taxes unless certain U.S. federal income taxes arise solely as a result of certain changes in U.S. tax law. In addition, a Non-U.S. Noteholder that is not a party to the Class A Note Purchase Agreement will not be entitled to receive any additional amounts or other payments from the Issuer in respect of any taxes. See Section II: “Summary of Terms of the Offered Securities – The Class A Notes Offering – Withholding Tax.”

Foreign Account Tax Compliance Act; Potential Legislation

Under the Foreign Account Tax Compliance Act (“FATCA”) and related guidance from the IRS, a withholding tax of 30% generally applies to:

 U.S. source interest income paid to non-U.S. entities after December 31, 2013 that is not effectively connected with the conduct of a trade or business within the United States; and

 gross proceeds paid to non-U.S. entities after December 31, 2016 from the sale or other disposition of debt instruments that generate U.S. source interest income that is not effectively connected with the conduct of a trade or business within the United States.

However, the FATCA rules generally do not apply to any U.S. source interest income paid under, or any gross proceeds arising from the disposition of, a debt instrument issued pursuant to a legally binding obligation to extend credit for a fixed period of time that is executed between the parties before January 1, 2014 and that, as of its execution date, fixes the material terms under which credit will be provided. In addition, the FATCA rules generally do not apply to non-U.S. entities that satisfy various reporting requirements, and application of the FATCA rules is subject to certain other exceptions.

As discussed above, interest on the Class A Notes may be treated as from U.S. sources for U.S. federal income tax purposes. Thus, the FATCA rules may apply to the Class A Notes issued to Non-U.S. Noteholders that entered into Note Purchase Agreements on or after January 1, 2014. If these rules apply to such Class A Notes, the level of reporting required by a Non-U.S. Noteholder to prevent application of FATCA withholding tax will depend on whether the Non-U.S. Noteholder is a “financial institution.” A “financial institution” for this purpose generally includes (among other types of entities) an entity that (i) accepts deposits in the ordinary course of a banking or similar business, (ii) holds financial assets for the benefit of one or more persons as a substantial portion of its business, (iii) is an insurance company that issues certain types of insurance or annuity contracts, and (iv) functions or holds itself out as a private equity fund, hedge fund or any similar investment vehicle established with an investment strategy of investing, reinvesting, or trading in securities, interests in partnerships, commodities, or any interest (including a futures or forward contract or option) in such securities, partnership interests, or commodities. If the Non-U.S. Noteholder is not a “foreign financial institution,” the Non-U.S. Noteholder will generally not be subject to this withholding tax provided that it furnishes certain information with respect to certain of its owners that are U.S. persons (excluding certain exempted persons). If the Non- U.S. Noteholder is a “foreign financial institution,” the Non-U.S. Noteholder will generally not be subject to this withholding tax provided that it enters into an agreement with the IRS pursuant to which it will be required to:

 obtain and verify certain information regarding each of the Non-U.S. Noteholder’s owners to ascertain which of its owners are U.S. persons and which of its owners themselves have certain owners that are U.S. persons;

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 report annually to the IRS certain information with respect to any such U.S. person (including such U.S. person’s financial interest in the Non-U.S. Noteholder); and

 seek a waiver of local “secrecy” laws from any such U.S. person, and if such waiver is not received, to take other actions.

Any taxes required to be withheld under these rules must be withheld even if the relevant income is otherwise exempt (in whole or in part) from withholding of U.S. federal income tax, including under an income tax treaty between the United States and the Non-U.S. Noteholder’s country of tax residence. The Issuer generally will not be required to pay any Noteholder any additional amounts in respect of any taxes required to be withheld under these rules. All Non-U.S. Noteholders should consult their own tax advisors regarding the possible implications of these rules.

Each prospective purchaser of Class A Notes should also be aware that other developments in the tax laws of the United States, or other jurisdictions, could have a material effect on the tax consequences to Class A Holders and / or the Issuer discussed herein. In addition, Class A Holders may be required to provide certain additional information to the Issuer (which may be provided to the IRS or other taxing authorities) or may be subject to other adverse consequences as a result of such change in tax laws.

United Kingdom Taxation

The following summary, which should be read as a whole, is given as a general guide to the United Kingdom (“U.K.”) tax consequences of the ownership and disposition of the Class A Notes for a beneficial owner of the Class A Notes (for purposes of the discussion under this heading, any such beneficial owner, a “Noteholder”). All references to taxes that follow are to U.K. taxes.

This summary is based on current law and HM Revenue & Customs (“HMRC”) practice, which may change. It does not address all possible U.K. tax consequences relating to the ownership and disposition of the Class A Notes that may be relevant to a specific Noteholder or particular categories of Noteholders, some of which may be subject to specific tax rules. In particular, a Noteholder treated as carrying on a trade for U.K. tax purposes may be subject to a different U.K. tax treatment from those described below and should therefore seek detailed advice from its own tax advisor. Prospective Noteholders should seek appropriate advice from their own tax advisors regarding the tax consequences for them of the ownership and disposition of the Class A Notes in light of their own particular circumstances.

General. Interest on the Class A Notes should be treated for U.K. tax purposes as having a non-U.K. source and, accordingly, should not be subject to any U.K. withholding tax when paid to any Noteholder. U.K. taxpayers. Noteholders that are ordinarily subject to U.K. taxes (such as those that are U.K. tax resident) may, depending on their status for U.K. tax purposes, be taxed on the interest or other income on the Class A Notes in the tax year in which it arises and should report it appropriately in their U.K. tax returns.

A Noteholder subject to U.K. corporation tax in respect of its Class A Notes should treat any gains or losses recognized for U.K. tax purposes on the prepayment, repayment at maturity or other disposal of the Class A Notes (including any exchange gains or losses in Pounds Sterling recognized for such purposes) as arising from its loan relationships for U.K. tax purposes. On the prepayment, repayment at maturity or other disposal of the Class A Notes, a Noteholder subject to U.K. income tax treatment in respect of its income from the Class A Notes may be subject to the provisions of the accrued income scheme for any accrued interest on the Class A Notes recognized for U.K. tax purposes and capital gains tax treatment for any residual gains or losses recognized for U.K. tax purposes (including any exchange gains or losses in Pounds Sterling recognized for such purposes).

Non-U.K. taxpayers. A Noteholder that is not ordinarily subject to U.K. taxes should not be subject to any U.K. tax or any other U.K. tax consequences with respect to interest or other income on the Class A Notes or the prepayment, repayment at maturity or other disposal of its Class A Notes.

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Certain Tax Considerations for Limited Partners

The following summary describes certain significant U.S. federal income tax consequences of, and certain other considerations relating to, the ownership and disposition of Limited Partnership Interests to a Limited Partner that is an “Eligible Non-U.S. Person” with respect to its Limited Partnership Interests during the Limited Partner’s entire period of ownership of Limited Partnership Interests.

For purposes of this summary and Section VI: “Risks and Potential Conflicts of Interest”, an “Eligible Non- U.S. Person” is a “non-U.S. person” (as defined below) that meets both of the following two requirements:

(1) the non-U.S. person is resident in a non-U.S. jurisdiction that has entered into an income tax treaty with the United States that exempts from U.S. federal income tax:

 business profits (or similar types of income) that are not attributable to a “permanent establishment” in the United States;

 U.S. source interest income;

 U.S. source “other income” that is not attributable to a “permanent establishment” in the United States; and

 in the case of a non-U.S. person that is treated as a corporation for U.S. federal income tax purposes, “branch profits” (taking into account the applicable requirements of the relevant U.S. Treasury regulations).

(2) the non-U.S. person is entitled to claim the benefits of such income tax treaty as a “resident” of such non-U.S. jurisdiction (within the meaning of such income tax treaty), including both:

 under the applicable treaty’s limitation of benefits provision; and

 as a result of the Issuer and each non-corporate Qualified Co-Issuer being treated as “fiscally transparent” (as defined for U.S. federal income tax purposes, but determined under the tax laws of the Limited Partner’s jurisdiction of tax residence, as discussed below).

Moreover, for purposes of this summary, Eligible Non-U.S. Persons do not include:

 any entity or arrangement treated as a partnership for U.S. federal income tax purposes;

 any entity or arrangement treated as “fiscally transparent” (as defined for U.S. federal income tax purposes, but determined under the tax laws of the Limited Partner’s jurisdiction of tax residence, as discussed below); or

 any non-U.S. person that acquires or at any time holds its Limited Partnership Interests in connection with its separate conduct of a trade or business within the United States.

For purposes of this summary, a “non-U.S. person” is a person that is not, for U.S. federal income tax purposes:

 a citizen of the United States, or a resident of the United States (generally meaning an individual who has exceeded certain thresholds for being physically present in the United States or who holds a U.S. green card);

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 a corporation (or entity treated as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States or any state thereof (including the District of Columbia); or

 an estate or trust the income of which is subject to U.S. federal income taxation regardless of the source of that income.

Except as otherwise determined by the General Partner, at the time of its investment in the Issuer, each Limited Partner will be required to certify to the Issuer, the LP Agent and the Collateral Servicer that it is an Eligible Non-U.S. Person. In addition, each Limited Partner will be required to promptly notify the Issuer, the LP Agent and the Collateral Servicer in writing if this certification is no longer true and correct. Also, as discussed more fully below, except as otherwise determined by the General Partner, each Limited Partner will be required to provide at the time of its investment and periodically thereafter certain treaty-related U.S. tax forms to the Issuer, the LP Agent and the Collateral Servicer.

The summary does not discuss all of the tax consequences that may be relevant to:

 a particular investor;

 an investor that is subject to special treatment under the U.S. federal income (or other applicable) tax laws; or

 an investor that fails to qualify as an Eligible Non-U.S. Person during all or any portion of its period of ownership of Limited Partnership Interests.

This summary is necessarily general and does not constitute tax advice. A Limited Partner that fails to qualify as an Eligible Non-U.S. Person during all or any portion of its period of ownership of Limited Partnership Interests may be subject to significant adverse tax consequences. Each prospective investor should consult with its own tax advisors regarding its qualification as an Eligible Non-U.S. Person and the U.S. federal, state and local and the non-U.S. tax consequences to it of the ownership and disposition of Limited Partnership Interests in light of its particular circumstances. Except with respect to non-U.S. tax matters and U.S. state and local tax matters, this summary is based on the U.S. federal income tax laws as in effect on the date of this Offering Memorandum, including the Code, the U.S. Treasury regulations promulgated thereunder, certain income tax treaties to which the United States is a party, rulings of the IRS, and court decisions in existence on the date hereof. Subsequent developments in the tax laws of the United States, United Kingdom and Scotland, including changes in or differing interpretations of these authorities, which may be applied retroactively, could have a material effect on the tax consequences of the ownership and disposition of the Limited Partnership Interests by an Eligible Non-U.S. Person as described in this summary. The Issuer has not sought any determination or ruling from the IRS or any other U.S. federal, state, local or non-U.S. taxing authority with respect to any of the tax issues affecting the Issuer or the Limited Partners. There can be no assurance that the IRS or any other taxing authority will not take a different position concerning any of the tax consequences described in this summary or as to a Limited Partner’s satisfaction of the criteria to be considered an Eligible Non-U.S. Person.

Status of the Issuer

The Issuer has been formed as a Scottish limited partnership. The Issuer has not and will not “check the box” to be treated as an association taxable as a corporation for U.S. federal income tax purposes. It is expected that, as a result of transfer restrictions applicable to the Limited Partnership Interests, the Issuer will not be treated as a “publicly traded partnership” taxable as a corporation for U.S. federal income tax purposes. Thus, it is expected that the Issuer will be classified as a “partnership” for U.S. federal income tax purposes.

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As a “partnership” for U.S. federal income tax purposes, the Issuer will not itself be subject to U.S. federal income tax. However, subject to the discussion below regarding expected exemptions, under general U.S. federal income tax principles, each Limited Partner will be required to take into account its distributive share of items of the Issuer’s income, gain, loss, and deduction, substantially as though these items had been realized directly by the Limited Partner and without regard to whether any distribution from the Issuer has been or will be received.

U.S. Federal Income Taxation

The Issuer may, by virtue of its activities, be treated as engaged in the conduct of a trade or business within the United States for U.S. federal income tax purposes. The determination of whether the Issuer will be so treated will be based on an analysis of all the relevant facts and circumstances. The relevant facts and circumstances will include the substantiality, continuity, and regularity of the Issuer’s activities constituting originations of debt investments. The application of relevant legal authorities to the Issuer’s expected activities is uncertain. Therefore, each Limited Partner should be prepared to be treated as if it is engaged in the conduct of a trade or business within the United States for U.S. federal income tax purposes, with the corresponding U.S. federal income tax and related income tax filing obligations discussed herein.

However, the Issuer intends to conduct its activities so as to avoid, and believes that it should not have, a “permanent establishment” in the United States. For this reason, even if the Issuer is treated as engaged in the conduct of a trade or business within the United States for U.S. federal income tax purposes, a Limited Partner that is an Eligible Non-U.S. Person during the entire period of its ownership of Limited Partnership Interests (and provides the treaty-related U.S. tax forms discussed below under “—Certain U.S. Tax Certifications”):

 should not be subject to U.S. federal income tax on a net income basis with respect to its share of the Issuer’s income;

 should not be subject to U.S. federal branch profits tax (in the case of a Limited Partner that is treated as a corporation for U.S. federal income tax purposes);

 will not be subject to withholding of U.S. federal income tax on a gross basis with respect to its share of the Issuer’s U.S. source interest income from investments; and

 will be subject to withholding of U.S. federal income tax at a 30% rate on gross amount of its share of certain other types of U.S. source income of the Issuer, unless the Limited Partner is entitled to a complete or partial exemption from this withholding tax under the income tax treaty with the United States applicable to the Limited Partner.

Nevertheless, there can be no assurance that the Issuer will not be treated as having a permanent establishment in the United States at any time during its term.

If the Issuer is treated as being engaged in the conduct of a trade or business within the United States for U.S. federal income tax purposes and the Issuer is treated as having a “permanent establishment” in the United States, then:

 each Limited Partner’s share of some or all of the Issuer’s income would be subject to U.S. federal income tax on a net income basis;

 some or all of any gain recognized by each Limited Partner upon the sale, exchange, redemption or retirement of its Limited Partnership Interests would be subject to U.S. federal income tax on a net income basis;

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 the Issuer would be required to withhold U.S. federal income tax, currently at a rate of 35% with respect to Limited Partners that are corporations for U.S. federal income tax purposes and 39.6% with respect to Limited Partners that are individuals or taxed as individuals for U.S. federal income tax purposes (i.e., certain trusts), from distributions to the Limited Partners; and

 Limited Partners that are treated as corporations for U.S. federal income tax purposes also would be subject to a 30% U.S. federal branch profits tax (or a lower rate under an applicable income tax treaty provided applicable requirements are satisfied) on their effectively connected earnings that are not reinvested in a trade or business within the United States in a timely manner.

The remainder of this summary assumes that the Issuer will not be treated as having a permanent establishment in the United States at any time during its term.

Under the Foreign Account Tax Compliance Act, under certain circumstances, certain payments received by the Issuer or distributions by the Issuer to a Limited Partner will be subject to withholding of U.S. federal income tax at a 30% rate, even if the relevant income is otherwise wholly or partially exempt from withholding of U.S. federal income tax under an applicable income tax treaty. Each prospective investor should review the discussion below under “—Foreign Account Tax Compliance Act and Potential Legislation” below.

Certain U.S. Tax Certifications.

As noted above, except as otherwise determined by the General Partner, each Limited Partner will be required to make certain tax certifications in connection with its subscription for Limited Partnership Interests and also will be required to provide to the Issuer, the LP Agent and the Collateral Servicer at the time of its subscription for Limited Partnership Interests, IRS Forms W-8BEN claiming exemptions from or reductions in the rate of imposition of U.S. federal income tax that are applicable to such Limited Partner with respect to its share of the Issuer’s income under the “Business Profits” (or “Industrial and Commercial Profits”), “Interest”, “Other Income” and other applicable provisions of the income tax treaty between the United States and the Limited Partner’s jurisdiction of tax residence. In addition, each Limited Partner will be required to:

 promptly notify the Issuer, the LP Agent and the Collateral Servicer in writing if any of the provided certifications are no longer true and correct;

 periodically provide new IRS Forms W-8BEN, as reasonably requested in writing by the Issuer, the LP Agent or the Collateral Servicer or upon a change in circumstances that renders any such IRS Form W-8BEN previously delivered to the Issuer, the LP Agent or the Collateral Servicer obsolete, inaccurate in any material respect or invalid; and

 immediately notify the Issuer, the LP Agent and the Collateral Servicer in writing if the Limited Partner is legally unable to provide such new IRS Forms W-8BEN.

Each Limited Partners should note that, in order to provide such forms, the Limited Partner must have or obtain a U.S. taxpayer identification number which is required to be shown on such forms.

Fiscal Transparency

As mentioned above, a Limited Partner will be treated as an Eligible Non-U.S. Person, if (among other requirements):

 the Issuer is treated as “fiscally transparent”; and

 the Limited Partner is not treated as “fiscally transparent”.

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Section 894 of the Code and the Treasury regulations thereunder contain the definition of “fiscally transparent,” but the determination of whether an entity is fiscally transparent is made under the tax laws of the Limited Partner’s jurisdiction of tax residence. Under these Treasury regulations, the Issuer will be treated as fiscally transparent, and a Limited Partner will not be treated as fiscally transparent, in each case under the tax laws of the Limited Partner’s jurisdiction of tax residence with respect to the Limited Partner’s share of an item of the Issuer’s income if, under those tax laws:

 the Limited Partner (and not the holders of interests (if any) in the Limited Partner) is required to separately take into account on a current basis the Limited Partner’s share of that item of the Issuer’s income, whether or not distributed to the Limited Partner; and

 the character and source of that item of the Issuer’s income in the hands of the Limited Partner are determined as if such item were realized directly from the source from which realized by the Issuer.

The Issuer also will be treated as fiscally transparent with respect to an item of the Issuer’s income that is not separately taken into account by a Limited Partner, if:

 the Limited Partner is required to take into account on a current basis the Limited Partner’s share of all non-separately stated items of the Issuer’s income, whether or not distributed to the Limited Partner; and

 such item of Issuer income would not result in an income tax liability for the Limited Partner different from that which would result if the Limited Partner took such item into account separately.

However, the Issuer will not be treated as fiscally transparent with respect to an item of income under the tax laws of a Limited Partner’s jurisdiction of tax residence if, under those laws, the Limited Partner is required to include in gross income a share of all or a part of the Issuer’s income on a current basis under any type of anti-deferral or comparable mechanism. Nevertheless, a Limited Partner will be treated as taking into account its share of the Issuer’s income on a current basis even if such amount is taken into account by the Limited Partner in a taxable year other than the Issuer’s taxable year if the difference is due solely to differing taxable years.

Each Limited Partner should consult its own tax advisors concerning the application of the foregoing fiscal transparency rules in its jurisdiction of tax residence as applied to the Issuer and the Limited Partner with respect to the Limited Partner’s share of the Issuer’s income. There can be no assurance that the IRS, or a taxing authority in a Limited Partner’s jurisdiction of tax residence, will not challenge the treatment of the Issuer as fiscally transparent under the tax laws of the Limited Partner’s jurisdiction of tax residence. If any such challenge is successful, the Limited Partner will not be treated as an Eligible Non-U.S. Person with respect to its ownership of Limited Partnership Interests and the Limited Partner and the Issuer may be liable for the applicable U.S. federal income taxes or withholding taxes, respectively.

U.S. State and Local Taxes

In addition to U.S. federal income tax, although not expected, Limited Partners maybe directly subject to U.S. state and local taxes and tax filing obligations. In any event, it is expected that the Issuer will be subject to certain of these taxes and tax filing obligations. In either case, these taxes may apply in the state or local jurisdictions where investments are located, where collateral is located, and / or where the Issuer originates investments.

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The risk of a Limited Partner becoming directly subject to U.S. state and local taxes and tax filing requirements is, in part, independent of the risk of becoming subject to U.S. federal income tax because U.S. states and localities do not always impose tax and tax filing requirements based on the same factors that are applied for U.S. federal income tax purposes. Also, U.S. state and local taxing authorities are not bound by tax treaties to which the United States federal government is a party. However, it is expected that Limited Partners will not be directly subject to taxes imposed by New York State or New York City, although there can be no assurance in this regard. Each Limited Partner will be required to make certain certifications to the Issuer, the LP Agent and the Collateral Servicer with respect to New York State and possibly other U.S. state and / or local taxes and tax filing requirements to claim available exemptions. Each Limited Partner should consult its own tax advisors regarding any U.S. state and local taxes and related tax filing obligations arising from its ownership of Limited Partnership Interests.

It is expected that the Issuer’s income treated as arising from New York City sources will be subject to the New York City unincorporated business tax. The New York City unincorporated business tax currently is imposed at a rate of 4%. The imposition of the New York City unincorporated business tax on the Issuer will reduce returns to the Limited Partners.

Non-U.S. Taxes

The Issuer and the Limited Partners may also be directly or indirectly subject to non-U.S. taxes, including withholding taxes, and filing requirements in non-U.S. jurisdictions in which the Issuer directly or indirectly makes investments. The Issuer may make investments in one or more entities, including the Luxco. These entities may, in turn, make investments in non-U.S. jurisdictions. In such a case, such an entity may be subject to non-U.S. taxes (and tax filing requirements) in the jurisdiction in which it is organized. The Issuer or such an entity also may be subject to non-U.S. withholding taxes in the jurisdictions in which it makes investments. In addition, if the Issuer or such an entity is itself determined to be engaged in a trade or business under the laws of any jurisdiction in which the Issuer or the entity makes investments or is otherwise determined to be doing business, there could be additional non-U.S. tax and tax filing obligations. Whether or not the Issuer or such an entity is subject to such non-U.S. taxes and tax filing obligations may vary from jurisdiction to jurisdiction, and the applicable tax laws may be subject to change and / or differing interpretations. Any such non-U.S. withholding or other taxes may be mitigated or eliminated under the terms of an applicable income tax treaty, but there can be no assurance that such relief will be available in all cases. Also, in certain circumstances, a Limited Partner may be able to directly claim certain benefits under an applicable income tax treaty, if any, between the Limited Partner’s jurisdiction of tax residence and the jurisdiction in which the investment is located. Moreover, a Limited Partner that is subject to withholding taxes, or certain other taxes imposed with respect to the Issuer’s investments, may be entitled to receive credits against, or deductions from, taxes in such Limited Partner’s jurisdiction of tax residence. Eligibility for credits and / or deductions will depend on the laws of such jurisdiction, the nature of the taxes, and the Limited Partner’s particular circumstances, and there can be no assurance that any such treaty relief and / or tax credits or deductions will be available. Each Limited Partner will be solely responsible for claiming any treaty benefits and / or utilizing tax credits or deductions that may be available to it. In any event, Limited Partners should be prepared to directly or indirectly incur non-U.S. taxes, including withholding taxes, which could be material.

Withholding

In the event the Issuer is subject to any taxes (including any withholding taxes), allocations and distributions to Limited Partners will be appropriately adjusted. Taxes payable by the Issuer, or withholding taxes imposed on income of the Issuer, as a result of the residence or domicile of any Limited Partner, or otherwise as a result of the tax status of any Limited Partner, will be for the account of, and will reduce amounts distributable to, such Limited Partner. Each such Limited Partner will be required to indemnify the Issuer (and any Indemnified Person) with respect thereto. However, the Supplemental Servicing Fee will not be reduced to take into account any of these taxes. Prospective investors should consult their own tax advisors with respect to the specific U.S. federal, state, local, and

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non-U.S. tax consequences of the purchase and ownership of a Limited Partnership Interest and, as discussed below, the possible implications of the recently enacted legislation.

Foreign Account Tax Compliance Act and Potential Legislation

The Foreign Account Tax Compliance Act (“FATCA”) and recent guidance from the IRS generally imposes a 30% withholding tax on certain types payments made to certain non-U.S. entities after December 31, 2013 (or, with respect to certain types of payments, after December 31, 2016). This withholding tax generally applies to non-U.S. entities that do not satisfy various reporting requirements. This withholding tax generally applies to payments to such non-U.S. entities of:

 most types of U.S. source income, including interest and dividend payments, that is not effectively connected with the conduct of a trade or business within the United States; and

 gross proceeds from the sale or other disposition of stocks, bonds or other debt instruments that generate U.S. source income that is not effectively connected with the conduct of a trade or business within the United States.

However, this withholding tax generally does not apply to any of the foregoing types of payments under, or gross proceeds from the disposition of, any debt instrument issued prior to January 1, 2014 or issued pursuant to a legally binding obligation to extend credit for a fixed period of time that is executed between the parties before January 1, 2014 and that, as of its execution date, fixes the material terms under which credit will be provided.

It is expected that FATCA will apply to the Issuer. Accordingly, it is expected that this withholding tax will apply unless the Issuer enters into an agreement with the IRS. Under that agreement, the Issuer will be required to:

 obtain and verify certain information regarding each of the Limited Partners to ascertain which Limited Partners are U.S. persons, or have owners that are U.S. persons;

 report annually to the IRS certain information with respect to any such U.S. person (including such U.S. person’s financial interest in the Issuer); and

 seek a waiver of local “secrecy” laws from any such U.S. person, and if such waiver is not received, to take other actions.

The Issuer intends to satisfy any obligations imposed on it to prevent the imposition of this withholding tax. However, the Issuer may be unable to satisfy its reporting obligations (including if the Issuer cannot collect the requisite information from some or all of the Limited Partners). In such a case, payments received by the Issuer may be subject to this withholding tax. Moreover, certain distributions made by the Issuer to a Limited Partner that either does not provide the relevant information or is a “foreign financial institution” that has not itself entered into such an agreement with the IRS generally will also be subject to this withholding tax. Any taxes required to be withheld under these rules must be withheld even if the relevant income is otherwise exempt (in whole or in part) from withholding of U.S. federal income tax, including under an income tax treaty between the United States and the Limited Partner’s country of tax residence. All Limited Partners should consult their own tax advisors regarding the possible implications of these rules.

Each prospective investor should also be aware that other developments in the tax laws of the United States, or other jurisdictions, could have a material effect on the tax consequences to the Limited Partners and / or the Issuer discussed herein and that investors may be required to provide certain additional information to the Issuer (which may be provided to the IRS or other taxing authorities) or may be subject to other adverse consequences as a result of such change in tax laws.

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Jurisdiction of Tax Residence

The specific tax treatment of a Limited Partner in its jurisdiction of tax residence will depend entirely on the laws of such jurisdiction, and may vary considerably from jurisdiction to jurisdiction. A Limited Partner may be subject to special tax, reporting, or other regimes in its jurisdiction of tax residence, including potential material adverse tax consequences. For example, considerations in certain jurisdictions may include, among other things, the possibility that:

 the manner and / or jurisdiction in which the Issuer is organized and operated may materially adversely affect a Limited Partner’s tax basis in its Limited Partnership Interests, and / or the Limited Partner’s ability to utilize its tax basis for purposes of calculating gain or loss;

 all or a portion of the income from an investment in Limited Partnership Interests may be subject to unfavorable tax rates;

 a Limited Partner may be unable to claim certain benefits under an income tax treaty between the Limited Partner’s jurisdiction of tax residence and the jurisdiction in which an investment is located or made;

 a Limited Partner may be unable to claim a deduction or credit for withholding taxes or other taxes borne directly or indirectly by the Issuer

 an investment in Limited Partnership Interests could result in a Limited Partner’s recognizing taxable income in its jurisdiction of tax residence significantly in excess of cash distributions received by such Limited Partner from the Issuer, possibly in amounts that exceed the Limited Partner’s actual economic income from its Limited Partnership Interests;

 a Limited Partner’s share of the Issuer’s deductions or losses may be subject to restrictions on use in the Limited Partner’s jurisdiction of tax residence;

 a Limited Partner may be subject to special filing requirements in a Limited Partner’s jurisdiction of tax residence in respect of its investment in Limited Partnership Interests; and

 information provided by the Issuer may not be timely or sufficient for a Limited Partner to file required tax returns in its jurisdiction of tax residence.

Accordingly, each prospective investor is strongly urged to consult its tax advisor with respect to the tax implications for it of an investment in Limited Partnership Interests in the prospective Limited Partner’s jurisdiction of tax residence.

Default

In the event of a Default, the exercise of the remedies described in Section VI: “Risks and Potential Conflicts of Interest—Risks—Default by Investors” may have tax consequences for the Limited Partner in Default, as well as for the Issuer and its other Limited Partners.

Tax Elections; Tax Returns; Audits.

All tax elections required or permitted to be made by the Issuer under applicable tax law may be made by the General Partner in its discretion.

Limited Partners should be aware that each Limited Partner will be required (under Section 6114 of the Code) to file an annual U.S. federal income tax return disclosing its exemption from U.S. federal income tax on a net income basis with respect to its share of the Issuer’s income under the “Business Profits” (or “Industrial and Commercial Profits”) provision of the applicable U.S.

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income tax treaty (and, in the case of individuals and in certain other cases, also disclosing on such tax return the Limited Partner’s U.S. source income unrelated to the Limited Partner’s Limited Partnership Interests), even if the Issuer does not have a U.S. permanent establishment at any time during its term.

The Issuer will file annually a U.S. federal income tax information return on IRS Form 1065 and will provide information on Schedule K-1 to each Limited Partner following the close of the Issuer’s taxable year. Each Limited Partner must treat the Issuer’s items on its tax returns consistently with their treatment on the Issuer’s tax information returns (except as otherwise required under any applicable non- U.S. laws to which a Limited Partner is subject). Limited Partners should note that, for any given year, the Issuer may be unable to provide this information to the Limited Partners prior to the due date for the filing of their U.S. federal income tax returns with respect to that year, or any other applicable tax filing requirement. Each Limited Partner will be responsible for the preparation and filing of its own income tax returns, and Limited Partners should be prepared to obtain extensions of the filing dates for their U.S. federal income tax returns and any required tax returns in their jurisdictions of tax residence. Ownership of Limited Partnership Interests carries with it the risk of a tax audit or other contest with regard to the tax items of the Issuer. Any such audits or contests will generally be conducted at the Issuer level (or, in the case of a Qualified Co-Issuer, at the level of such Qualified Co-Issuer) in a single proceeding, rather than in separate proceedings with each Limited Partner. Under the Issuer Partnership Agreement, the General Partner has been designated “tax matters partner” of the Issuer for U.S. federal income tax purposes, and the Limited Partners may pursue administrative and judicial proceedings with respect to Issuer tax matters only with the consent of the General Partner, which consent may be withheld in the General Partner’s discretion. All Limited Partners generally will be bound by the outcome of final Issuer administrative adjustments by the IRS or another taxing authority resulting from an audit, as well as by the outcome of judicial review of the adjustments. In the event of an unfavorable determination on audit, Limited Partners may be subject to additional taxation on a retroactive basis.

As a result of a Limited Partner’s investment in the Issuer, including the filing of required U.S. federal income tax returns, the IRS or another taxing authority may make available to the tax authorities in the Limited Partner’s jurisdiction of tax residence, pursuant to the provisions of a treaty or agreement, information regarding the Issuer’s investments or other information provided by the Limited Partner to such taxing authorities.

Tax Return Disclosure and Investor List Requirements

U.S. Treasury regulations directed at tax shelter activity require persons filing U.S. federal income tax or information returns to disclose certain information on IRS Form 8886 if they participate in a “reportable transaction.” A transaction will be a reportable transaction if it is described in any of several categories of transactions, including transactions that result in the incurrence of a loss or losses (including foreign currency losses) exceeding certain thresholds or that, in certain circumstances, are offered under conditions of confidentiality. The IRS has issued a Revenue Procedure that may exempt many of the Issuer’s transactions from certain categories of reportable transactions. Nevertheless, there can be no assurance that the Issuer will not directly or indirectly participate in reportable transactions. If the Issuer directly or indirectly participates in any reportable transactions, Limited Partners may also have disclosure obligations with respect to their investments in the Issuer. In addition, a Limited Partner required to file a U.S. federal income tax or information return may have disclosure obligations with respect to its Limited Partnership Interest if the Limited Partner directly or indirectly participates in a reportable transaction with respect to its Limited Partnership Interest. Limited Partners should consult with their own tax advisors concerning these possible disclosure obligations. Moreover, Limited Partners should be aware that if the Issuer engages in any reportable transactions, the Issuer itself will be obligated to disclose these transactions to the IRS and the Issuer’s advisors might also be required to disclose these transactions to the IRS and to provide a list of investors to the IRS if the IRS so requests. Significant penalties are imposed for failure to comply with these disclosure requirements.

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United Kingdom Taxation

The following summary, which should be read as a whole, is given as a general guide to the United Kingdom (“U.K.”) tax treatment of the Issuer and of the investment by a Limited Partner in the Issuer. All references to taxes that follow are to U.K. taxes except where the context otherwise requires.

This summary does not address all possible U.K. tax consequences relating to an investment in the Issuer or to particular categories of Limited Partners, some of which may be subject to specific tax rules. It is based on current law and HM Revenue & Customs (“HMRC”) practice, which may change. The U.K. tax treatment of a particular Limited Partner will depend on the individual circumstances of such Limited Partner and may be subject to change. Prospective Limited Partners should seek appropriate advice from their own tax advisors regarding the tax consequences for them of investing in the Issuer, in light of their own particular circumstances.

In respect of a Limited Partner that is itself transparent for any U.K. tax purposes, this summary should, in principle, be read for those purposes as applying to the participants in that Limited Partner as well as the Limited Partner itself, as applicable, and if any of those participants are similarly tax transparent, it should be read as applying to participants in those participants and so on.

Under U.K. tax law, a limited partnership is regarded as tax transparent for the purposes of direct taxes on income or capital gains. Accordingly, no U.K. tax on income and gains will be charged on the Issuer itself; instead, each Limited Partner in the Issuer will be exclusively liable for U.K. tax liabilities, if any, arising from its ownership of Limited Partnership Interests.

The Issuer should be treated for U.K. tax purposes as a partnership that is carrying on a business and the following summary is based on that assumption.

U.K. taxpayers U.K. tax resident Limited Partners will be subject to U.K. tax on their share of the underlying income and gains of the Issuer based on their individual U.K. tax positions.

Non-U.K. taxpayers Although no assurances can be provided, and these are questions of fact over time, the Issuer expects to conduct its activities so that it neither carries on a trade in the U.K. nor has any income arising from a U.K. source. Income of the Issuer that has an original source outside the U.K. will not, under U.K. law, become U.K. source income for U.K. tax purposes solely because it accrues to the Issuer.

A Limited Partner that is not tax resident in the U.K. and that does not hold its Limited Partnership Interests as part of a trade carried on in the U.K. will not be subject to any U.K. tax or U.K. tax filing obligations as a result of its ownership of Limited Partnership Interests, unless the Issuer’s income arises from a U.K. source, in which case the applicable U.K. source income generally would be subject to U.K. withholding tax. If a Limited Partner holds its Limited Partnership Interests as part of a trade carried on in the U.K., the Limited Partner may be subject to U.K. tax and related U.K. tax filing obligations with respect to its share of the Issuer’s income and gains and should take detailed tax advice from its own tax advisor in light of its particular circumstances.

Filing obligations of Issuer The General Partner may be required to complete and file a U.K. partnership tax return of the Issuer to aid the U.K. tax self assessment by any of the Limited Partners which are subject to U.K. tax, including any corporate Limited Partners. Any Limited Partner (whether or not U.K. tax resident) may be required to provide to the General Partner and/or to HMRC such information as may reasonably be required to facilitate the assessment of each Limited Partner chargeable to income tax or corporation tax for the relevant period. This information may include the Limited Partner’s name and address and, if a Limited

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Partner is not resident in the U.K. for tax purposes, confirmation of that fact, as well as confirming the jurisdiction in which it is resident for tax purposes.

Under current HMRC practice, the General Partner can apply to HMRC on behalf of Limited Partners that have no U.K. tax obligations or liabilities for a unique taxpayer reference number (UTR) to be issued in respect of each such Limited Partner by HMRC to enable the General Partner to file a partnership return with HMRC. This procedure is for the purposes of the partnership tax return only and will not, by itself, expose any Limited Partner to any U.K. tax obligations or liabilities.

Non-U.K. taxes Limited Partners resident outside the U.K. are unlikely to be able to rely on any double tax treaty between the U.K. and other jurisdictions in which the Issuer holds investments in respect of their shares of any taxes imposed on those investments, but instead, and if at all, on any double tax treaty between their country of residence and the jurisdiction in which the investment is located.

Since HMRC regards limited partnerships as tax transparent for the purposes of U.K. taxes on income or capital gains, HMRC should generally regard U.K. resident Limited Partners as being able to take advantage of double tax agreements between the U.K. and the country where the investments are made. Accordingly, U.K. resident Limited Partners should be able to claim a tax credit in the U.K. in respect of any non-U.K. withholding tax allocated to them with respect to their share of the Issuer’s income.

THE FOREGOING DISCUSSION OF TAX CONSIDERATIONS FOR LIMITED PARTNERS SHOULD NOT BE CONSTRUED AS LEGAL ADVICE AND IS FOR GENERAL INFORMATION ONLY. PROSPECTIVE INVESTORS SHOULD CONSULT THEIR OWN TAX ADVISORS FOR FURTHER INFORMATION ABOUT THE TAX CONSEQUENCES OF THE OWNERSHIP AND DISPOSITION OF LIMITED PARTNERSHIP INTERESTS.

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VI. RISKS AND POTENTIAL CONFLICTS OF INTEREST

Risks

The following list of risk factors does not purport to be a complete enumeration or explanation of the risks involved in an investment in the Issuer. Prospective investors should read this Offering Memorandum and the Offering Documents and consult with their own advisors before deciding whether to invest in the Issuer. In addition, as the investment program of the Issuer develops and changes over time, an investment in the Issuer may be subject to additional and different risk factors.

The risks of an investment in the Issuer arise both from the risks associated with the investment strategy for the Issuer and from the risks attendant to the Issuer’s ability to achieve its investment objectives. These risks include, but are not limited to, those discussed below.

GENERAL RISKS RELATING TO AN INVESTMENT IN THE ISSUER (CLASS A NOTES OR LIMITED PARTNERSHIP INTERESTS)

Prior Results Not Indicative of Future Performance. The past performance of PIA’s investment funds, including GSLP, is not predictive of the Issuer’s future performance. The Issuer may acquire different assets than, and may employ a different investment strategy from, GSLP, including as a result of restrictions imposed on the Issuer as a result of its reliance on Rule 3a-7, to which GSLP was not subject, or as a result of market conditions during the investment commitment period of the Issuer being different from the market conditions during the investment commitment period of GSLP. See “—Certain Portfolio Restrictions and Related Risks” below.

Inability to Meet Investment Objective or Investment Strategy. Investment in the Issuer is intended for long-term investors who can accept the risks associated with investing primarily in illiquid, privately negotiated Offered Securities. The success of the Issuer depends on the Collateral Servicer’s ability to identify, select and acquire appropriate investment opportunities. See “—Potential Conflicts of Interest— Other Investment Entities; Investment by Goldman Sachs; Co-Investment with Goldman Sachs” below. There can be no assurance that the Issuer will achieve its investment return or performance objectives, including the identification or consummation of suitable investment opportunities and the achievement of stated targeted returns. The possibility of partial or total loss of the Issuer’s funded commitments exists, and prospective investors should not subscribe unless they can readily bear the consequences of a complete loss of their investment.

Prospective investors should be aware that individual Investments may have some but not all of the characteristics that the Collateral Servicer generally intends to seek. See Section I: “Introduction and Overview—Investment Strategy” and “—Investment Considerations”.

Dependence upon Collateral Servicer. Investors will have no right or power to participate in the management or control of the business of the Issuer and thus must depend solely upon the ability of the Collateral Servicer to make and manage Investments. In addition, investors will not have an opportunity to evaluate the specific Investments made by the Issuer or their terms. Accordingly, the success and failure of the Issuer will depend to a significant extent on the viability and performance of the Collateral Servicer. From time to time, there may be personnel changes within the Collateral Servicer (including within the Investment Committee) or PIA that could have a material adverse effect on the Issuer’s performance.

Competitive Debt Environment. The business of investing in Senior Secured Loan Investments and Other Investments is highly competitive and may involve a high degree of uncertainty. Competition for investment opportunities includes commercial and investment banks, private equity funds, collateralized loan obligation vehicles (“CLOs”), hedge funds, other private investors, business development companies, and other structured senior secured loan funds or vehicles. Some of these competitors are establishing investment vehicles that target the same investments that the Issuer intends to purchase.

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Some of these competitors may have advantages not shared by the Issuer, including access to capital in greater amounts and that may be committed for longer periods of time, or may have different return thresholds than the Issuer, the ability to incur leverage to finance their debt investments at levels or on terms more favorable than those available to the Issuer, or greater operational flexibility due to a relative lack of regulation. Strong competition for investments could result in fewer investment opportunities for the Issuer and / or less favorable terms than otherwise would be obtained in a less competitive investment environment. The Issuer may incur expenses in connection with identifying investment opportunities and investigating other potential investments that are ultimately not consummated, including expenses relating to due diligence, transportation, legal expenses and the fees of other third-party advisers. The Collateral Servicer may identify an investment that presents an attractive investment opportunity but may not be able to complete such investment for the Issuer in a manner that meets the objectives of the Issuer.

Level of Diversification. The Collateral Servicer and the Issuer may not be able to identify or acquire an appropriate volume of investment opportunities. In addition, in light of the targeted size of each Investment, which is expected to range between $200 million and $500 million for the Loan Partners 2013 Entities, of which between $100 million and $300 million is expected to be invested by the Loan Partners 2013 Issuers, the Issuer’s assets will be less diversified and liquid than for other investment vehicles that seek to make smaller and more liquid debt investments. As a result, the investment performance of the Issuer may be substantially adversely affected by the unfavorable performance of a small number of these Investments, which may adversely affect the Investors. In addition, the Issuer does not have fixed guidelines for industry diversification, and Investments may be concentrated in only a few industries.

Adverse Effect of Global Economic Conditions. The Issuer may be adversely affected by the financial markets and economic conditions throughout the world, some of which may magnify the risks described in this Offering Memorandum and have other adverse effects. The deterioration of global market conditions and continued uncertainty regarding economic markets generally could result in declines in the market values of potential investments, which could lead to weakened investment opportunities, failure to meet investment objectives or investment losses for the Issuer. In addition, economic events in recent years have given rise to a political climate that may result in the Collateral Servicer and investment vehicles such as the Issuer continuing to be subject to increased regulatory scrutiny and / or becoming subject to entirely new regulatory regimes. See “—Legal, Tax, and Other Regulatory Risks” below.

Default by Investors. Pursuant to the terms of the Offering Documents, Investors will be obligated to contribute or advance, as applicable, funds to the Issuer from time to time as directed by the Collateral Servicer or the General Partner, as applicable. If an Investor should fail to contribute or advance funds to the Issuer as required under the Offering Documents, then the other Class A Holders or Limited Partners may be required to contribute or advance, as applicable, additional funds to make up for such shortfall. As a result, the Issuer may be able to make fewer Investments and be less diversified than if all Investors had contributed or advanced funds. Additionally, the Issuer may be forced to obtain substitute sources of liquidity by selling Collateral Obligations (to the extent permitted by the Offering Documents and Rule 3a- 7 of the Investment Company Act) to meet the Issuer’s funding obligations. Such forced sales of investment assets by the Issuer may be at disadvantageous prices. In addition, if the Issuer is not able to obtain substitute sources of liquidity, the Issuer may default on its funding obligations.

Restriction on Transferability of Offered Securities; No Withdrawal as Limited Partners. Prospective investors should not invest unless they are prepared to retain their Offered Securities until the Issuer liquidates.

A Limited Partner generally may not, voluntarily or involuntarily, sell, assign, encumber, mortgage or transfer any Limited Partnership Interest except under certain limited circumstances and then only with the prior written consent of the General Partner. Limited Partners may not withdraw amounts funded or withdraw from the Issuer prior to its termination. See Section II: “Summary of Terms of the Offered Securities— Sale, Transfer or Assignation of Limited Partnership Interests.”

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Class A Notes may not be sold or transferred without the prior written consent of the Collateral Servicer, on behalf of the Issuer, except under certain limited circumstances as described in Section II: “Summary of Terms of the Offered Securities—Sale, Transfer of Assignment of Notes.”

Risks of Global Investing Generally. The Issuer may invest capital outside the U.S. in debt and securities of non-U.S. companies, including those in Europe. Because Investments in non-U.S. companies may involve non-U.S. dollar currencies, the Issuer may be affected favorably or unfavorably by changes in currency rates (including as a result of the devaluation of a foreign currency) and in exchange control regulations and may incur transaction costs in connection with conversions between various currencies. Further, the functioning of the Euro as a single currency across the diverse economies of Europe has recently sustained considerable pressure and the situation may continue to deteriorate. In the event that some or even all of the countries for which the Euro is the national currency leave the Eurozone, Investments in such countries may be subject to additional currency exchange risks. Additionally, Investments of the Issuer that are denominated in Euro may need to be re-denominated in an alternative currency, which may result in financial loss to the Issuer.

Financial information that is incomplete or of low quality may affect the Collateral Servicer’s investment decisions. In that regard, depending on where they are located, Portfolio Companies may be subject to accounting, auditing and financial reporting requirements that differ, in some cases significantly, including with respect to completeness and quality of information, from those applicable in more developed countries. Additionally, for companies that keep accounting records in local currency, some countries’ inflation accounting rules require, for both tax and accounting purposes, that certain assets and liabilities be restated on the company’s balance sheet in order to express items in terms of currency of constant purchasing power, while others do not permit such restatement.

It also may be difficult to enforce contractual or other legal rights in certain countries, including as a result of delays in legal proceedings in certain jurisdictions. Moreover, once a judgment is obtained, enforcement or collection of that judgment may be difficult. Further, investment in certain countries may be restricted or controlled to varying degrees, which may limit or preclude investment and / or impose investment restrictions and may increase the risk and / or expenses associated with the Investments. In addition, the repatriation of both investment income and capital from certain countries may be subject to restrictions. These measures could adversely affect the returns associated with certain Investments. Many countries are subject to a significant degree of economic, political and social instability. In addition, governments in certain countries participate to a significant degree in their economies through ownership interests and / or regulation. Social, political and economic instability and actions by certain governments significantly increase the risk of Portfolio Companies located within the affected countries.

Employee Investors may be Subject to Different Terms and these Terms may be More Favorable. Goldman Sachs may permit one or more Loan Partners 2013 Employee Funds and / or employees or their related entities to invest in one or more of the Issuers. If organized, a Loan Partners 2013 Employee Fund will likely be formed as a distinct legal entity from the Issuer with a different general partner, and will have terms separate from those offered to external investors. In addition, subject to applicable law, the terms of an investment by an employee (whether through a Loan Partners 2013 Employee Fund or directly in the Issuer) will likely differ from, and may be more favorable than, those of an investment by an external investor (generally subject to vesting provisions applicable to employees). For example, employee investors that invest directly or indirectly in or alongside the Issuer (“Employee Investors”) generally will not be subject to a Servicing Fee or Supplemental Servicing Fee, may share in the Supplemental Servicing Fee, and may receive calls for LP Commitment Drawdowns, distributions and information regarding Investments at different times than Limited Partners. In addition, certain Employee Investors may be provided “leverage” by Goldman Sachs, potentially through the issuance of a preferred equity interest or, to the extent permitted by law, including the Dodd-Frank Act, a debt investment by Goldman Sachs. Such “leverage,” if provided, while having the effect of increasing the potential returns to Employee Investors, will also magnify the potential losses realized by those investors, which may result in conflicts of interest between any Loan Partners 2013 Employee Fund and Employee Investors, on the one hand, and the Loan Partners 2013 Issuers and their investors, on the other hand, in connection with the Investments. In particular, in the event of a substantial decline in the value of a Loan Partners 2013

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Employee Fund’s investments, the leverage, if any, provided to employees may have the effect of rendering the investments by employees effectively worthless, which could undermine potential alignments of interest between employees and external investors. In certain circumstances, subject to applicable law, Goldman Sachs may offer to purchase, redeem or liquidate the interests held by one or more Employee Investors (potentially on terms advantageous to such Employee Investors) or to release one or more Employee Investors from their obligations to fund commitments without offering external investors the same or a similar opportunity. Furthermore, Goldman Sachs employees may participate in one or more of the Investments through one or more Employee Funds that invest in certain investments alongside the Loan Partners 2013 Issuers, a co-investment program or otherwise, which also may affect alignment of interests. Subject to applicable law, the Collateral Servicer will determine the allocation of investments that the Collateral Servicer deems appropriate for the Loan Partners 2013 Issuers, any Employee Fund and any Goldman Sachs employees that may co-invest with the Issuer in any such investments. As a result, investment risks and returns may vary materially between the Loan Partners 2013 Issuers and any such Employee Fund and / or such Goldman Sachs employees. Accordingly, Limited Partners should not have any expectation that they are investing in the Issuer on terms that are the same or similar as those applicable to employee investors, or that their interests are aligned.

Risks Relating to the Portfolio Investments

Nature of Collateral. The collateral will consist primarily of Senior Secured Loan Investments and Other Investments, which are subject to liquidity, market value, credit, interest rate and certain other risks. In addition, there can be no assurance that the Collateral Servicer will correctly evaluate the nature and magnitude of the various factors that could affect the value and return of the Collateral Obligations. These risks could be exacerbated to the extent that the portfolio is concentrated in one or more particular types of Collateral Obligations or industry sectors.

Prices of the Collateral Obligations may be volatile and will generally fluctuate as a result of a variety of factors that are inherently difficult to predict, including changes in interest rates, prevailing credit spreads, general economic conditions, financial market conditions, domestic and international economic or political events, developments or trends in any particular industry, and the financial condition of the issuers or obligors of the Collateral Obligations. Collateral Obligations which become non-performing or defaulted loans or securities may become subject to a workout negotiation or restructuring. This may entail a substantial reduction in the interest rate, a substantial write-down of principal, and a substantial change in the terms, conditions and covenants of these Collateral Obligations. To the extent that defaulted Collateral Obligations are sold, it is unlikely that the sale proceeds will be equal to the amount of unpaid principal and interest thereon. In addition, the Issuer may incur additional expenses to the extent it is required to seek recovery upon a default or to participate in the restructuring of a non-performing or defaulted Collateral Obligation. There can be no assurance as to the levels of defaults and / or recoveries that may be experienced on the Collateral Obligations.

Operating and Financial Risks of Portfolio Companies. One of the fundamental risks associated with the Investments is credit risk, which is the risk that Portfolio Companies (“issuers” or “borrowers”) will be unable to make principal and interest payments when due. While the Collateral Servicer expects to generally target investments in high quality companies, these investments could still present a high degree of business and credit risk.

Portfolio Companies could deteriorate as a result of, among other factors, an adverse development in their business, a change in the competitive environment, an economic downturn or legal, tax or regulatory changes. Moreover, Portfolio Companies may face intense competition, including competition from companies with greater financial resources, more extensive development, manufacturing, marketing and other capabilities, or a larger number of qualified managerial and technical personnel. As a result, Portfolio Companies which the Collateral Servicer expects to be stable may operate at a loss or have significant variations in operating results, may require substantial additional capital to support their operations or to maintain their competitive position, or may otherwise have a weak financial condition or be experiencing financial distress.

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Portfolio Companies may be highly leveraged. Leverage may have important consequences to these companies and the Issuer as an investor. For example, the substantial indebtedness of a Portfolio Company could (i) limit its ability to borrow money for its working capital, capital expenditures, debt service requirements, strategic initiatives or other purposes; (ii) require it to dedicate a substantial portion of its cash flow from operations to the repayment of its indebtedness, thereby reducing funds available to it for other purposes; (iii) make it more highly leveraged than some of its competitors, which may place it at a competitive disadvantage; and (iv) subject it to restrictive financial and operating covenants, which may preclude it from favorable business activities or the financing of future operations or other capital needs.

A leveraged company’s income and net assets will tend to increase or decrease at a greater rate than if borrowed money were not used. In addition, a Portfolio Company with a leveraged capital structure will be subject to increased exposure to adverse economic factors, such as a significant rise in interest rates, a severe downturn in the economy or deterioration in the condition of that Portfolio Company or its industry. If a Portfolio Company is unable to generate sufficient cash flow to meet all of its obligations, it may take alternative measures, e.g., reduce or delay capital expenditures, sell assets, seek additional capital, or seek to restructure, extend or refinance indebtedness.

Guarantees of Certain Investments. Guarantees of senior debt held by the Issuer that are issued by subsidiaries of Portfolio Companies may be subject to fraudulent conveyance or similar avoidance claims made by other creditors of such subsidiaries resulting in such creditors taking priority over the claims of the Issuer under such guarantees. Under U.S. federal or state fraudulent transfer law, a court may void or otherwise decline to enforce such senior debt, and as a result the Issuer would no longer have any claim against such borrower or the applicable guarantor. Sufficient funds to repay the senior debt may not be otherwise available. In addition, the court might direct the Issuer to repay any amounts that the Issuer already received from the borrower or a guarantor.

The repayment of the Issuer’s investments may depend on cash flow from subsidiaries of Portfolio Companies that are not themselves guarantors of the parent company’s obligations or that can be released as guarantors of the parent company’s obligations.

Collateral Securing Investments. Senior Secured Loan Investments may also be subject to the risk that the Issuer’s security interests in the underlying collateral are not properly or fully perfected. Compounding these risks, the collateral securing the Senior Secured Loan Investments may be subject to casualty or devaluation risks.

The Portfolio Companies may also be permitted to issue additional indebtedness that would increase the overall leverage and fixed charges to which the Portfolio Companies are subject. Such additional indebtedness could have structural or contractual priority, either as to specific assets or generally, over the ranking of the Collateral Obligations held by the Issuer or could rank on a parity basis with respect to the Collateral Obligations. In the event of any default, restructuring or insolvency event of the Portfolio Company, the Issuer could be subordinated with, or be required to share on a ratable basis, with any recoveries in favor of the holders of such other or additional indebtedness. If the Issuer issues second lien indebtedness, the Issuer’s recoveries under any Collateral Obligations constituting first lien indebtedness may be impaired as a result of the rights of holders of any second lien indebtedness under any intercreditor agreement governing the relative rights of the first and second lien indebtedness.

Reliance on Portfolio Company Management. Although the Issuer may seek certain information and access, it will not have an active role in the day-to-day management of the Portfolio Companies. Accordingly, the success or failure of the Portfolio Companies will depend to a significant extent on their managements. As a result, the Issuer is subject to the risk that a Portfolio Company may make business decisions that the Issuer disagrees with. In addition, as representatives of the holders of their common equity, the management of such Portfolio Company may take risks or otherwise act in ways that do not serve the interests of the Issuer as a debt investor.

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Lack of Maintenance Financial Covenants. Many loans issued in the recent past imposed less stringent covenants on the issuers than covenants included in the terms of debt offered in previous periods, and such “covenant lite” loans may not obligate the Portfolio Companies to observe and maintain financial ratios or other financial maintenance covenants. These flexible covenants (or the absence of covenants) could cause Portfolio Companies to experience a significant downturn in their results of operation without triggering any default that would permit holders of the senior secured loan (such as the Issuer) to accelerate indebtedness or negotiate terms and pricing. Such a delay to exercise remedies may lower the ultimate recoveries received by the Issuer in any insolvency or restructuring of indebtedness of the Portfolio Companies.

Fraud. Portfolio Companies could make material misrepresentations or omissions to induce the Issuer to make Investments. The Collateral Servicer will rely upon, but cannot guarantee, the accuracy and completeness of representations made by Portfolio Companies. Under certain circumstances, payments to the Issuer may be reclaimed if any such payment or distribution is later determined to have been made with an intent to defraud or prefer creditors.

Limited Amortization Requirements. The Issuer intends to invest in senior secured debt that will typically have limited mandatory amortization and interim repayment requirements. A low level of amortization of any senior debt over the life of the Investment may increase the risk that a Portfolio Company will not be able to repay or refinance the senior debt held by the Issuer when it comes due at its final stated maturity.

Priority of Repayment for Certain Investments. The characterization of the Senior Secured Loan Investments as senior debt, or senior secured debt, does not mean that such debt will necessarily be repaid in priority to all other obligations of the businesses in which the Issuer invests.

Furthermore, debt and other liabilities incurred by non-guarantor subsidiaries of the issuers of senior secured loans issued to the Issuer may be structurally senior to the debt held by the Issuer. In the event of insolvency, liquidation, dissolution, reorganization or bankruptcy of a Portfolio Company, the debt and other liabilities of such subsidiaries could be repaid in full before any distribution can be made to an obligor of the senior secured loans held by the Issuer. Finally, Portfolio Companies will typically incur trade credit and other liabilities or indebtedness, which by their terms may provide that their holders are entitled to receive principal payments on or before the dates payments are due in respect of the senior secured loans held by the Issuer.

Potential Early Redemption of Some Investments. The Senior Secured Loan Investments will typically permit the borrowers to voluntarily prepay senior secured loans at any time, either with no or a nominal prepayment premium. Borrowers may elect to repay the principal on an obligation earlier than expected. This may happen, including when there is a decline in interest rates, or when the Portfolio Company’s improved credit or operating or financial performance allows the refinancing of certain classes of debt with lower cost debt. Assuming an improvement in the credit market conditions, early repayments of the debt held by the Issuer could increase. Generally, Senior Secured Loan Investments are not expected to include a significant premium payable upon the repayment of such senior debt.

Hedging Transactions. The General Partner expects to, but is not required to, engage in currency hedging, interest rate hedging or other hedging strategies in order to manage risk and return trade-offs. In addition, subject to applicable law, there is no restriction on the Issuer’s ability to invest in interest rate or foreign exchange derivatives, that are used on an asset specific or portfolio wide basis for certain hedging purposes. Please see Section II: “Summary of Terms of the Offered Securities – Eligible Hedging Agreements.” While these transactions may reduce certain risks, the transactions themselves entail certain other risks, including counterparty credit risk. Hedging against a decline in the value of a portfolio position does not eliminate fluctuations in the values of portfolio positions or prevent losses if the values of those positions decline, but instead establishes other positions designed to gain from those same developments, thus offsetting the decline in the portfolio positions value. These types of hedging transactions also limit the opportunity for gain if the value of the portfolio position increases. Moreover, it

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may not be possible to hedge against currency exchange rate, interest rate or public security price fluctuations at a price sufficient to provide protection from the decline in the value of the portfolio position.

Unanticipated changes in currency exchange rates, interest rates or public security prices may result in a poorer overall performance for the Issuer than if it had not engaged in any hedging transaction. In addition, the degree of correlation between price movements of the instruments used in a hedging strategy and price movements in the portfolio positions being hedged may vary. Moreover, the Collateral Servicer may not seek or be able to establish a perfect correlation between hedging instruments and the portfolio holdings being hedged. This imperfect correlation may prevent the Issuer from achieving the intended hedge or expose it to risk of loss. In addition, it is not possible to hedge fully or perfectly against currency fluctuations affecting the value of securities or Investments denominated in non-U.S. currencies because their value is likely to fluctuate as a result of independent factors not related to currency fluctuations.

Insolvency Considerations with Respect to Issuers of Collateral Obligations. There may be circumstances where the Issuer’s Collateral Obligations could be subordinated to claims of other creditors or the Issuer could be subject to lender liability claims. If one of the Portfolio Companies were to go bankrupt, depending on the facts and circumstances, including the extent to which the Issuer, the Collateral Servicer or the General Partner provided managerial assistance to that Portfolio Company or a representative of the Issuer, the Collateral Servicer or the General Partner sat on the board of directors of such Portfolio Company, a bankruptcy court might re-characterize the Collateral Obligation and subordinate all or a portion of the Issuer’s claim to that of other creditors. In addition, lenders in certain cases can be subject to lender liability claims for actions taken by them when they become too involved in the borrower’s business or exercise control over a borrower. It is possible that the Issuer could become subject to a lender’s liability claim, including as a result of actions taken if the Issuer, the Collateral Servicer or the General Partner render significant managerial assistance to, or exercise control or influence over the board of directors of, the borrower.

The discussion above is based upon principles of U.S. law. Insofar as obligations of non-U.S. Portfolio Companies are concerned, the laws of certain non-U.S. jurisdictions may impose liability upon, or detrimentally affect the position (as a creditor or otherwise) of, lenders or bondholders under factual circumstances similar to those described above, with consequences that may or may not be analogous to those described above under U.S. law.

Lack of Liquidity for Investments. Investments may be illiquid and long-term. Illiquidity may result from the absence of an established or liquid market for Investments as well as legal and contractual restrictions on their resale by the Issuer. The Issuer’s investment in illiquid Collateral Obligations may restrict its ability to dispose of investments in a timely fashion and for a fair price, although the Issuer’s ability to sell Collateral Obligations is generally limited under the Indenture. Furthermore, it can be expected that the Issuer will be limited in its ability to sell existing investments in senior secured loans and other investments because the Firm may have material, non-public information regarding the issuers of such loans or investments or as a result of other Firm policies. This limited ability to sell senior secured loans and other investments could materially adversely affect the investment results of the Issuer.

LEGAL, TAX, REGULATORY AND OTHER RISKS

Certain Portfolio Restrictions and Related Risks. The Collateral Servicer will seek to conduct the operations of the Issuer in a manner that permits the Issuer to rely on the Rule 3a-7 exception from the definition of “investment company” under the Investment Company Act. As a result, the ability of the Collateral Servicer to purchase and sell Collateral Obligations and Eligible Investments on behalf of the Issuer will be more restricted than in a conventional credit fund or CLO vehicle not seeking to rely on the Rule 3a-7 exception, including, for example, GSLP. Collateral Obligations are not permitted to be sold for the primary purpose of recognizing gains or decreasing losses as a result of market value changes. In addition, any Collateral Obligation that is acquired by the Issuer or any Qualified Co-Issuer in a secondary market transaction for a price that is less than 75% of its principal amount may not be disposed of prior to the harvesting of such Collateral Obligation, unless such Collateral Obligation is a Defaulted Obligation or

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a Credit Risk Obligation as determined by the Collateral Servicer. Subject to the foregoing, discretionary sales of Collateral Obligations (i.e. exclusive of harvests through repayments or prepayments and sales of Defaulted Obligations or Credit Risk Obligations) of Collateral Obligations in any 12 month period are not expected to exceed 20% of the Total Commitment Amount. The operation of these portfolio restrictions may have an adverse impact on the investment returns to holders of the Offered Securities.

Moreover, although the Issuer intends to rely on the Rule 3a-7 exception, there can be no assurance that it will continue to satisfy the requirements of the Rule 3a-7 exception, or that the SEC will not determine in the future that the Issuer and / or other issuers engaged in similar activities no longer qualify for the Rule 3a-7 exception. See “—Current U.S. Regulatory Risks” below.

Notwithstanding the foregoing, the Issuer also intends to rely on the exemption provided by Section 3(c)(7) of the Investment Company Act, and therefore if the exemption provided by Rule 3a-7 becomes unavailable, it would not be forced to register as an investment company. However, as described in “— Current U.S. Regulatory Risks” below, as a result of certain circumstances (including as a result of current or future laws, rules, regulations or legal requirements), the Issuer may need to be liquidated, reorganized or otherwise modified or restructured.

Banking Requirements. Certain federal and local banking and other regulatory bodies or agencies inside or outside the United States may require the Issuer, the General Partner and / or the Collateral Servicer to obtain licenses or similar authorizations to engage in various types of lending activities, including the origination of senior secured loans and other debt. Such licenses or authorizations may take a significant amount of time to obtain, and may require the disclosure of confidential information regarding the Issuer, Investors or their respective affiliates, including financial information and / or information regarding officers and directors of certain significant Investors, and the Issuer may or may not be willing or able to comply with these requirements. In addition, there can be no assurance that any such licenses or authorizations would be granted or, if so, would not impose restrictions on the Issuer. Alternatively, the Collateral Servicer may be able to structure potential Investments in a manner which would not require such licenses and authorizations, but which would be inefficient or otherwise disadvantageous for the Issuer and / or the borrower. The inability of the Issuer, the General Partner or the Collateral Servicer to obtain such licenses or authorizations, or the structuring of an investment in an inefficient or otherwise disadvantageous manner, could adversely affect the Collateral Servicer’s ability to implement the strategy for the Issuer and the Issuer’s results.

Risks of Legal, Tax and Regulatory Changes. Legal, tax and regulatory changes could occur during the term of the Issuer that may adversely affect the Issuer and its investment results, or some or all of the Investors. Economic events in recent years have given rise to a political climate in many parts of the world that has resulted, and is expected to result further, in vehicles such as the Issuer continuing to be subject to increased regulatory scrutiny and / or becoming subject to entirely new legal, tax or regulatory regimes, including in the United States, in connection with the enactment of the Dodd-Frank Act as described below under “—Current U.S. Regulatory Risks,” and in the European Union, the implementation of AIFMD and the enactment of any future European Union regulations relating to the financial services industry. In that regard, the Issuer may be adversely affected as a result of new or revised legislation, or regulations imposed by the SEC, the Internal Revenue Service (the “IRS”), the CFTC, the Federal Reserve, other U.S. or non-U.S. governmental regulatory authorities or self-regulatory organizations that supervise the financial markets.

The Issuer and / or some or all of its Investors also may be adversely affected by changes in the interpretation or enforcement of existing laws and rules by governmental authorities and self-regulatory organizations. It is not possible to determine the consequences of any proposed new or revised laws, regulations or initiatives, or whether any of them will become law. In addition, as an affiliate of Goldman Sachs, a regulated entity, the Issuer’s activities may be subject to any such new or revised laws, regulations or initiatives that may not be applicable to an investor unaffiliated with a regulated entity. Compliance with any new or revised laws or regulations could be difficult and expensive, and may have an adverse effect on the Issuer and its Investors (including increased taxes or other costs) and / or the

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manner in which the Issuer conducts business. New or revised laws or regulations may also subject the Issuer or some or all of its Investors to increased taxes or other costs.

Current U.S. Regulatory Risks. The Issuer is intended to be structured, managed and operated in a manner such that it will not be subject to the provisions of the Volcker Rule once implemented and effective. However, as described in Section V: “Certain U.S. Regulatory and Tax Considerations – U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act” above, the regulatory rulemaking process with respect to the Volcker Rule is ongoing. The operation of the Issuer, including the Issuer’s relationships with other areas within Goldman Sachs and its governance and conflicts procedures and policies, may need to be altered so that the Issuer is structured, managed and operated in a manner that complies with the provisions of the Volcker Rule, to the extent those rules are applicable. In the event the Issuer is deemed a “covered fund” and an exemption under the final regulations was not available, there could be a material adverse effect on the operation of the Issuer. As described in Section II: “Summary of Terms of the Offered Securities – Certain U.S. Regulatory Considerations” above, the Offering Documents will provide that, without the consent of any Investor, the Collateral Servicer or the General Partner, as applicable, may modify or amend the Note Purchase Documents or Partnership Documents, as applicable, to make certain changes that are necessary or advisable as a result of certain circumstances (including as a result of current or future laws, rules, regulations or legal requirements). These changes may include (i) liquidating, reorganizing, or otherwise modifying or restructuring the Issuer and distributing assets, (ii) redeeming or causing the transfer of some or all of the Offered Securities Goldman Sachs may hold, (iii) forced sales of Offered Securities by some or all of the investors (for notes or other consideration), (iv) Goldman Sachs resigning as the Collateral Servicer and / or the General Partner and (v) terminating the LP Commitment Period, in each case, without regard to any applicable tax consequences (including consequences of transfer). Such changes or other actions may include further restrictions on the Issuer’s operations, and could have an adverse effect on the investment returns to Investors.

Regulation and Treatment of the Issuer as a Bank Holding Company Affiliate. As described in Section V: “Certain U.S. Regulatory and Tax Considerations – U.S. Bank Holding Company Act” above, because Goldman Sachs is deemed to “control” the Issuer within the meaning of the BHCA, certain restrictions applicable to Goldman Sachs under the BHCA are expected to apply to the Issuer as well. For example, the BHCA and the regulations applicable to Goldman Sachs and the Issuer may, among other things, restrict the Issuer’s ability to make certain investments, impose a maximum holding period on some or all of the Investments, and restrict the Issuer’s ability to participate in the management and operations of the Portfolio Companies. In addition, certain BHCA regulations may require aggregation of the positions owned, held or controlled by related entities. Thus, in certain circumstances, positions held by Goldman Sachs and its affiliates (including the Collateral Servicer) for client and investment accounts may need to be aggregated with positions held by the Issuer. In this case, where BHCA regulations impose a cap on the amount of a position that may be held, Goldman Sachs may utilize available investment capacity to make investments for its accounts or for the accounts of other clients, which may require the Issuer to limit and / or liquidate certain Investments. The Issuer may engage in some of its proposed activities only in reliance on Goldman Sachs’ authority as a financial holding company to make merchant banking investments. If Goldman Sachs no longer meets the eligibility requirements to be a financial holding company, the Issuer would be limited in its ability to make new merchant banking investments and could potentially have to terminate such activities and / or divest such investments if Goldman Sachs remained ineligible for financial holding company status for a prolonged period.

Affiliation with a Regulated Entity. In addition to the restrictions that may be imposed on the Issuer as described in “—Regulation and Treatment of the Issuer as a Bank Holding Company Affiliate” above, the Issuer may be subject to certain restrictions when considering investments in other regulated industries, such as insurance, energy or communications, because of the impact of these investments on Goldman Sachs. For example, there may be limits on the aggregate amount of investment by affiliated investors that may not be exceeded in certain regulated industries without the grant of a license or other regulatory or corporate consent or, if exceeded, may cause the Issuer, Goldman Sachs and / or its clients to suffer disadvantages or business restrictions. As a result, the Collateral Servicer may restrict or limit transactions or exercise of rights for the Issuer, or restrict the type of governance rights it acquires or

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exercises in connection with its investments in regulated industries. In addition, Goldman Sachs may become subject to additional restrictions on its business activities that could have an impact on the Issuer’s activities. See “—Risks—Risks of Legal, Tax and Regulatory Changes” above.

OFAC-Related, FCPA and Anti-Corruption Considerations. Economic and trade sanction laws in the United States and other jurisdictions may prohibit Goldman Sachs, Goldman Sachs professionals, the Collateral Servicer and the Issuer from transacting, directly or indirectly, with certain countries, territories, entities and individuals. In the United States, the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) administers and enforces laws, Executive Orders, regulations and related authorities establishing U.S. economic and trade sanctions. Such economic and trade sanctions prohibit, among other things, transactions with, and the provision of services to, directly or indirectly, certain countries, territories, entities and individuals (each a “Sanctioned Party,” and collectively, “Sanctioned Parties”). These Sanctioned Parties include certain foreign countries and individuals and entities listed on OFAC’s list of Specially Designated Nationals (as such list may be amended from time to time), which includes certain designated narcotics traffickers, certain entities and persons engaged in activities related to the proliferation of weapons of mass destruction and other parties subject to OFAC economic and trade sanctions programs. In addition, certain programs administered by OFAC prohibit dealing with certain individuals or entities, including individuals or entities in certain countries or of certain nationalities, regardless of whether such individuals or entities appear on the lists maintained by OFAC. It is possible that these types of U.S. and other economic and trade sanctions law and regulations may significantly restrict or completely prohibit the Issuer’s intended investment activities.

Goldman Sachs, Goldman Sachs professionals, the Collateral Servicer and the Issuer are committed to complying with the U.S. Foreign Corrupt Practices Act (“FCPA”) and other anti-corruption laws and regulations, as well as U.S. anti-boycott regulations, to which they are subject. As a result, the Issuer may be adversely affected because of its unwillingness to participate in transactions that may violate such laws or regulations. Such laws and regulations may make it difficult or impossible in certain circumstances for the Issuer to act expeditiously or successfully on investment opportunities and for portfolio companies to obtain or retain business.

Risk of Goldman Sachs Credit Event. Although the Issuer and General Partner are separate legal entities from Goldman Sachs, in the event that Goldman Sachs were to become insolvent and / or subject to liquidation, or if there were a change of control of Goldman Sachs, the Issuer could nonetheless be adversely affected. In that regard, a bankruptcy or change of control of Goldman Sachs or the Collateral Servicer could cause the Collateral Servicer to have difficulty retaining personnel or otherwise adversely affect the Issuer and its ability to achieve its investment objectives.

CERTAIN RISKS OF AN INVESTMENT IN CLASS A NOTES

Interest Rate Risk. Although a substantial majority of the Collateral Obligations and the Class A Notes will generally bear interest at a floating rate, there will be (a) mismatches between the floating rates applicable to the Collateral Obligations that bear interest at a floating rate and the LIBOR and EURIBOR rates applicable to the Class A Notes, (b) timing mismatches based on different reset dates for such floating rates, and (c) likely mismatches between the Aggregate Outstanding Amount of the Class A Notes and the aggregate Principal Balance of the floating rate Collateral Obligations. In addition, the interest rates applicable to Eligible Investments may be fixed or floating and are generally expected to be lower than the interest rates on the Collateral Obligations. Accordingly, changes in the level of LIBOR, EURIBOR or any other applicable floating rate index or the holding of significant assets in the form of Eligible Investments could adversely affect the ability of the Issuer to make payments on the Class A Notes. The Issuer may, from time to time, enter into one or more hedge agreements to hedge interest rate risk. However, see “—General Risks Relating to an Investment in the Issuer—Risks Relating to the Portfolio Investments—Hedging Transactions” above.

Certain Tax Risks for Class A Holders. Class A Holders will be subject to a variety of tax risks, including those described below.

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The Issuer believes that the Class A Notes should be treated as debt of the Issuer for U.S. federal income tax purposes and will so treat the Class A Notes. Under the Class A Note Purchase Agreement, each Class A Holder and beneficial owner of a Class A Note agrees to treat the Class A Notes as debt of the Issuer for U.S. federal income tax purposes. The Issuer will not be obligated to pay any Class A Holder any additional amounts in respect of any U.S. federal withholding taxes unless certain U.S. federal withholding taxes arise solely as a result of certain changes in U.S. tax law. However, there can be no assurance that the IRS will not assert that the Class A Notes are equity of the Issuer for U.S. federal income tax purposes. If any such assertion is successful, Non-U.S. Note Holders will be subject to the U.S. tax consequences described in Section V: “Certain U.S. Regulatory and Tax Considerations— Certain Tax Considerations for Limited Partners”. In particular, in such case, Non-U.S. Noteholders that are not Eligible Non-U.S. Persons may be subject to material adverse tax consequences, including U.S. federal income tax filing and payment obligations. Moreover, as creditors, Class A Holders will be subject to the risk that the Issuer may, by virtue of its activities, be treated for U.S. federal income tax purposes as engaged in the conduct of a trade or business within the United States. If the Issuer were so treated in a taxable year and also were determined to have had a “permanent establishment” in the United States in that taxable year, the Issuer generally would be liable for the U.S. federal income tax that was required to have been withheld by the Issuer for that taxable year (under current law, at a rate of 35% with respect to non-U.S. Limited Partners that are corporations for U.S. federal income tax purposes and 39.6% with respect to non-U.S. Limited Partners that are individuals or taxed as individuals for U.S. federal income tax purposes (i.e., certain trusts)) with respect to non-U.S. Limited Partners’ share of the Issuer’s income. In addition, the Issuer generally would also be liable for an interest charge and any applicable penalties with respect to any tax that was not timely withheld. The Issuer intends to conduct its activities so as to avoid, and believes that it should not have, a “permanent establishment” in the United States. For this reason, the Issuer should not be liable for this withholding tax with respect to non-U.S. Limited Partners that are Eligible Non-U.S. Persons. However, there can be no assurance in this regard. If the Issuer were required to pay this withholding tax, plus interest and any applicable penalties with respect to the withholding tax, under certain circumstances, the Issuer might not be able to recoup these amounts from the non-U.S. Limited Partners.

In addition, as creditors, Class A Holders will be subject to the risk that U.S. source payments on the Issuer’s assets may be subject to withholding of U.S. federal income tax at a 30% rate under the Foreign Account Tax Compliance Act. The Issuer intends to satisfy any obligations imposed on it to prevent the imposition of this withholding tax. However, the Issuer may be unable to satisfy certain reporting obligations (including if the Issuer cannot collect certain information from some or all of the Limited Partners). In such a case, U.S. source payments received by the Issuer may be subject to this withholding tax.

In any of the foregoing situations, the Issuer’s funds available to make payments on the Class A Notes would be reduced, which could adversely impact the Issuer’s ability to pay in full interest and principal on the Class A Notes.

CERTAIN RISKS OF AN INVESTMENT IN LIMITED PARTNERSHIP INTERESTS

Partnership Leverage. Through the issuance of the Class A Notes, the Issuer intends to utilize a substantial amount of leverage in making investments and has the authority to pledge assets to support the Loan Partners 2013 Issuers’ leverage, subject to certain limitations. The Collateral Servicer will have discretion to structure any indebtedness in any manner it deems appropriate, including by borrowing jointly with one or more of the other Loan Partners 2013 Issuers to obtain indebtedness directly or indirectly through wholly-owned or joint subsidiaries of the Loan Partners 2013 Issuers or other financing vehicles that benefit from the leverage As described in “—Potential Conflicts of Interest— Notes Issued by Loan Partners 2013 Issuers to Certain Investors” below, certain limited partners of the Loan Partners 2013 Issuers are expected to provide a substantial portion of the leverage incurred by the Loan Partners 2013 Issuers in their capacity as holders of Class A Notes. In addition, the Issuer may incur certain additional

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indebtedness, although the incurrence of such additional indebtedness would not be expected to increase total capital to be invested by the Issuer.

Through the issuance of the Class A Notes, substantial leverage will be employed in connection with the investment program. The use of such leverage may have important consequences to the Limited Partners (and the other stakeholders) of the Issuer, including the following: (i) greater fluctuations in the net assets of the Issuer; (ii) use of cash flow (including funded LP Commitment Drawdowns) for debt service and related costs and expenses, rather than for additional investments, distributions, or other purposes; (iii) to the extent that the Issuer’s revenues are required to meet principal payments, the Limited Partners may be allocated income (and therefore incur tax liability) in excess of cash available for distribution; (iv) the Issuer may be required to prematurely harvest Investments to service its debt obligations; (v) limitation on the flexibility of the Issuer to sell assets that are pledged to secure the indebtedness; (vi) increased interest expense if interest rate levels were to rise significantly; and (vii) during the term of any borrowing, the Issuer may be subject to increased costs attributable to changes in applicable laws or regulations, possibly including a gross-up for taxes that may be payable as a result of any such change in law, and any such increased costs may materially reduce the Issuer’s returns. In selecting Investments on behalf of the Issuer, the Collateral Servicer aims to construct a portfolio of Investments which will generate sufficient cash flow to service its debt service obligations without having to refinance, restructure or liquidate assets to meet such obligations. However, there can be no assurance that the Collateral Servicer will be able to identify and construct such a portfolio, and there can be no assurance that the Issuer will have sufficient cash flow or be able to refinance, restructure or liquidate sufficient assets to meet its debt service obligations. As a result, the Issuer’s exposure to losses, including a potential loss of principal, as a result of which, Limited Partners could potentially lose all or a portion of their investment in the Issuer, may be increased due to the illiquidity of the Investments generally.

Limited Partnership Register Is Publicly Available. Limited Partners of the Issuer should be aware that the legal names of the limited partners of a Scottish limited partnership are filed at Companies House in Edinburgh along with the amount of their respective Capital Contribution (i.e. 0.001% of their commitment). The information is publicly available and is provided by Companies House in Edinburgh to any person who requests it, subject to the payment of a nominal fee.

Termination of Limited Partnership Interests. The General Partner may terminate (in whole or in part) or cause the transfer of the Limited Partnership Interest of any Limited Partner to be rescinded under the circumstances described in Section II: “Summary of Terms of the Offered Securities—Eligible Investors in Limited Partnership Interests.” Further, the General Partner may terminate (in whole or in part) or cause the transfer of the Limited Partnership Interest of any Limited Partner for “cause” if: (A) (i) there is any material breach of such Limited Partner’s representations, warranties or covenants in the Issuer Partnership Agreement, the Subscription Booklet or related documents executed by such Limited Partner, (ii) there is any breach of such Limited Partner’s obligation to keep information confidential in accordance with the Issuer Partnership Agreement, or (iii) any purported transfer by such Limited Partner is not in compliance with the Issuer Partnership Agreement, or (B) such Limited Partner or any beneficial owner of such Limited Partner (i) engages in illegal conduct or gross misconduct which the General Partner determines could result in reputational harm to the Issuer, Goldman Sachs or its affiliates; (ii) is convicted of, or pleads nolo contendere to, a felony or a serious misdemeanor or (iii) illegally or fraudulently obtains funds which the Limited Partner seeks to invest.

Valuation Risks. The value of Investments during the twelve (12) month period between the Initial LP Closing Date and the Final LP Closing Date may fluctuate, including by significantly increasing or decreasing. Regardless of any such fluctuations in value, Limited Partners admitted to the Issuer during such twelve (12) month period may be required to fund to the Issuer an amount equal to the amount such new Limited Partner would have funded to make investments, pay expenses and pay the Servicing Fee and the Supplemental Servicing Fee if such Limited Partner’s commitments had been made on the Initial LP Closing, plus an amount reflecting the cost of carry thereon. As a result, investors who acquired Limited Partnership Interests prior to the admission of later admitted investors may be diluted in respect of any appreciation in the Investments during the period prior to the later admitted investor’s admission to

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the extent that the appreciation during such period is greater than the cost of carry. See Section II: “Summary of Terms of the Offered Securities—LP Closing Dates” and “—Additional Investor Commitment Drawdowns.”

General movements in prevailing market conditions could have a substantial impact on the value of Investments and investment opportunities generally. Certain securities and other assets in which the Issuer may invest may not have a readily ascertainable market value and will be valued by the Collateral Servicer in accordance with the Issuer’s valuation principles. In addition, the Collateral Servicer may face a conflict of interest in valuing the securities or assets in Investments that lack a readily ascertainable market value as the value of the assets held by the Issuer will affect the timing of the payment of the Supplemental Servicing Fee.

Risks Relating to Warehousing of Investments. Goldman Sachs may warehouse Investments on behalf of the Issuer. The Collateral Servicer will determine, in its discretion, when to transfer warehoused Investments to the Issuer, which will affect the amount of interest that will accrue to and be paid to Goldman Sachs upon such transfer. Because the value of warehoused Investments may decline prior to their transfer to the Issuer, there can be no assurance that their value will not be less than their cost to the Issuer at the time of the transfers. In addition, subject to applicable law, during the period following the Initial LP Closing Date, but prior to the Final LP Closing Date, the Issuer may borrow funds from Goldman Sachs or other financial institutions to finance the making of investments. Upon the final LP Closing of the Issuer, any such borrowed amounts, plus accrued interest, will be repaid by the Issuer. Although the value of any investments made during this pre-closing period may decline prior to the admission of such investors, the Issuer will be required to repay Goldman Sachs, its affiliates or a third party any such borrowed amounts, plus interest.

Certain Tax Risks for Limited Partners. Limited Partners will be subject to a variety of tax risks, including those described below. The Issuer may, by virtue of its activities, be treated for U.S. federal income tax purposes as engaged in the conduct of a trade or business within the United States. Moreover, although the Issuer intends to conduct its activities so as to avoid, and believes that it should not have, a “permanent establishment” in the United States, no assurances can be provided. If the Issuer is treated for U.S. federal income tax purposes as engaged in the conduct of a trade or business within the United States and is also treated as having a “permanent establishment” in the United States, each Limited Partner’s share of some or all of the Issuer’s income, and some or all of any gain recognized upon the disposition of its Limited Partnership Interests, would be subject to U.S. federal income tax on a net income basis. In addition, the Issuer would be required to withhold U.S. federal income tax, currently at a rate of 35% with respect to Limited Partners that are corporations for U.S. federal income tax purposes and 39.6% with respect to Limited Partners that are individuals or taxed as individuals for U.S. federal income tax purposes (i.e., certain trusts), from distributions to the Limited Partners. Limited Partners that are treated as corporations for U.S. federal income tax purposes also would be subject to an additional 30% U.S. federal branch profits tax (or a lower rate under an applicable income tax treaty provided applicable requirements are satisfied) on their effectively connected earnings that are not reinvested in a U.S. trade or business in a timely manner. A Limited Partner may be subject to withholding of U.S. federal income tax at a 30% rate on the gross amount of its share of certain other types of U.S. source income of the Issuer unless the income tax treaty with the United States that is applicable to the Limited Partner provides for a complete or partial exemption from such withholding tax. In addition to making certain tax certifications in connection with its subscription for Limited Partnership Interests and customary provision of U.S. tax forms, each Limited Partner will be required to file an annual U.S. federal income tax return disclosing its treaty-based exemption from the imposition of U.S. federal income tax with respect to its share of the Issuer’s U.S. trade or business income (and, in certain cases, also disclosing on such tax returns the Limited Partner’s U.S. source income unrelated to the Limited Partnership Interests).

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In addition to U.S. federal income tax, Limited Partners may be subject to U.S. state and local taxes and tax filings. In any event, it is expected that the Issuer will be subject to certain of such taxes. Investments outside the United States may directly or indirectly subject the Issuer and / or Limited Partners to additional tax and tax filing obligations in the jurisdictions where investments are made and / or where investment activities are conducted. The laws applicable to any such taxes may be subject to change and / or differing interpretation and, accordingly, no assurances can be provided that such non- U.S. taxation will not be material. Each Limited Partner may be taxed in its jurisdiction of tax residence, depending entirely upon the laws of such jurisdiction, and should carefully consider, among other factors, the possibility of having income allocated to it without a corresponding distribution of cash, as well as the other tax and tax filing obligations associated with an investment in Limited Partnership Interests. Each prospective investor should also be aware that other developments in the tax laws of the United States, or other jurisdictions, could have a material effect on the tax consequences to the Limited Partners and / or the Issuer discussed herein and that Limited Partners may be required to provide certain additional information to the Issuer (which may be provided to the IRS or other taxing authorities) or may be subject to other adverse consequences as a result of such change in tax laws. A Limited Partner that fails to qualify as an Eligible Non-U.S. Person during all or any portion of its period of ownership of Limited Partnership Interests may be subject to significant adverse tax consequences and each prospective investor is urged to consult its own tax advisors with regard to its qualification as an Eligible Non-U.S. Person.

POTENTIAL CONFLICTS OF INTEREST

There are numerous perceived and actual conflicts of interest between GS Group, Goldman Sachs & Co. and their affiliates, directors, partners, trustees, managers, members, officers and employees (collectively, for purposes of this “—Potential Conflicts of Interest” section, “Goldman Sachs” or the “Firm”), on the one hand, and the Issuer, on the other, and between the Issuer and Goldman Sachs-related entities. The General Partner has a fiduciary relationship with the Issuer and consequently the responsibility to deal fairly with the Issuer. As a global financial services company, Goldman Sachs engages in activities that may conflict with the interests of the Investors, notwithstanding the fact that Goldman Sachs expects to invest in or alongside the Loan Partners 2013 Entities, including the Issuer. The following discussion describes certain potential conflicts of interest that exist between Goldman Sachs and the Issuer. In addition, because certain of the Limited Partners may also be lenders to the Issuer as Class A Holders, certain conflicts of interest may exist among certain Limited Partners and such Class A Holders. Dealing with conflicts of interest is complex and difficult and new and different types of conflicts may subsequently arise. There can be no assurance that Goldman Sachs will be able to resolve all conflicts in a manner that is favorable to the Issuer. By acquiring an Offered Security, an Investor acknowledges and represents that it has carefully reviewed this Section VI: “Risks and Potential Conflicts of Interest” and understands and consents to the existence of potential conflicts of interest including, without limitation, those described in this section, and to the operation of the Issuer subject to these conflicts.

As a registered investment adviser under the Advisers Act, the Collateral Servicer is required to file Part 1A and Part 2A of the Form ADV with the SEC. Form ADV contains information about assets under management, types of fee arrangements, types of investments, potential conflicts of interest, and other relevant information regarding the Collateral Servicer. A copy of Part 1 and Part 2A of the Collateral Servicer’s Form ADV is available on the SEC website (www.adviserinfo.sec.gov). See Section V: “Certain U.S. Regulatory and Tax Considerations—U.S. Investment Advisers Act of 1940.”

Client Relationships; Reputation of Goldman Sachs. Goldman Sachs has longstanding relationships with, and regularly provides financing, investment banking services, and other services to, a significant number of corporations and private equity sponsors, leveraged buyout and hedge fund purchasers (collectively, “LBO purchasers”), potential Portfolio Companies and their respective senior managers,

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shareholders and partners. Some of these LBO purchasers may directly or indirectly compete with the Issuer for investment opportunities. Goldman Sachs also has relationships with investors (including institutional investors and their senior management) that may invest or may have invested in other investment funds and / or Portfolio Companies. Additionally, Goldman Sachs may be directly involved, on behalf of itself or its clients (including investment funds), in positions in particular companies or investments that conflict with the Issuer’s Investments. Goldman Sachs’ advice and actions, with respect to any of its clients or proprietary accounts, may differ from the advice given, or may involve a different timing or nature of action taken, than with respect to the Issuer. Because of different objectives or other factors, a particular investment may be bought or sold by the Issuer, Goldman Sachs or its investment funds, clients, or the employees of Goldman Sachs at a time when one of these persons or entities is selling or purchasing such investment. Further, because of the importance of Goldman Sachs’ reputation, the General Partner and / or the Collateral Servicer may or may not take certain actions in order to protect or preserve such reputation.

Goldman Sachs will consider its client relationships and the need to preserve its reputation in its management of the Issuer and, as a result, (i) there may be certain investment opportunities or strategies that Goldman Sachs will not undertake on behalf of the Issuer or will refer to clients instead of retaining for the Issuer or (ii) there may be certain Investments that are sold, disposed of or restructured earlier than otherwise expected.

Compensation Arrangements. The Collateral Servicer will receive a Supplemental Servicing Fee from the Issuer if certain performance thresholds are met. This arrangement may create an incentive for the Collateral Servicer, on behalf of the Issuer, to direct investments that are riskier or more speculative than would be the case if this arrangement were not in effect.

Material, Non-Public Information; Trading Restrictions; Information Not Made Available. The ability of the Issuer to buy or sell certain debt and securities may be restricted by applicable securities laws or regulatory requirements applicable to Goldman Sachs (and / or its internal policies designed to comply with these and similar requirements). Goldman Sachs may possess material, non-public information about a Portfolio Company or other investment or potential investment that would limit the ability of the Issuer to buy and sell debt and securities related to that Portfolio Company or other investment or potential investment. This may adversely affect the Issuer’s ability to make certain investments and / or to sell certain investments. In addition, as part of its trading strategy, the Collateral Servicer and / or any of its affiliates may adopt plans, including under SEC Rule 10b5-1 to effect purchases or sales of public company securities or loans over an extended period of time. These plans would allow trading under parameters the Collateral Servicer and / or its affiliates determine regardless of information that is held in the future. These plans may limit the Collateral Servicer’s ability to enter into certain purchase or sale transactions on behalf of the Loan Partners 2013 Entities that it would have otherwise entered into in the absence of such plans.

Additionally, Goldman Sachs and its representatives may have access to certain information and / or develop fundamental analysis, proprietary models or other investment strategies for use in connection with other clients or activities, which are not available to those Goldman Sachs personnel advising or providing services to the Issuer or to Portfolio Companies. Goldman Sachs is under no obligation to and may not disseminate, and in some cases may be prohibited from disseminating, information between areas within the Firm, including to the Issuer.

Seller and Buyer Activities. Goldman Sachs is often engaged as a financial advisor, or to provide financing, to corporations and other entities and their directors and managers in connection with the sale of those entities or their subsidiaries. Sellers generally require Goldman Sachs to act exclusively on their behalf and / or for other reasons, the Issuer may be precluded in many instances from attempting to acquire securities of the business being sold or otherwise participate as a buyer in the transaction. Goldman Sachs expects to consider its relationship with the Issuer in evaluating potential seller assignments. In addition, Goldman Sachs’ decisions will be based upon a number of factors, including the likelihood in any particular situation that the successful buyer will be a financial purchaser rather than a strategic purchaser, the likelihood that the Issuer will be involved in the financing of that transaction and

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the compensation Goldman Sachs might receive by representing the seller. On occasion, Goldman Sachs may have to choose between acting as the seller’s agent or as a potential buyer’s source of financing or purchaser of loans and debt securities through the Issuer; Goldman Sachs reserves the right to act as the seller’s agent in those circumstances, even where this choice may preclude the Issuer from acquiring the relevant loans and debt securities. Additionally, there may be certain seller assignments from time to time in which the seller permits Goldman Sachs also to act for a buyer. For example, Goldman Sachs may be offered the opportunity to provide financing to potential purchasers in connection with a Goldman Sachs “sell side” advisory engagement (so-called “staple on” financing). If the Issuer were to be a buyer of loans or debt securities under those circumstances, there may be conflicts of interest with respect to structure, pricing, dilution and other terms. In this regard and in an effort to mitigate these conflicts, the Issuer may in certain circumstances participate as a “price taker” that will co- invest alongside the successful bidder in the auction.

Goldman Sachs also represents potential buyers of loans or debt securities, including private equity sponsors. Goldman Sachs may be incentivized to direct an opportunity to one of these buyers or to form a consortium with such buyers to bid for the opportunity, thereby eliminating or reducing the investment opportunity available to the Issuer. As described above, when Goldman Sachs represents a buyer seeking to acquire loans or debt securities of a particular business, the Issuer may be precluded from participating in the acquisition of loans or debt securities of that business. Goldman Sachs’ buyer and financing assignments may also include representations of investors as a result of which neither Goldman Sachs nor any of its affiliates, including the Issuer, are permitted to invest in the company. On the other hand, conflicts of interest may arise if a buyer represented by Goldman Sachs invites the Issuer to participate in the investment.

Participation in Debt Financings Arranged by Goldman Sachs Affiliates. Certain of Goldman Sachs’ affiliates operate in the debt markets, including the leveraged finance markets, and are active arrangers of senior and mezzanine financings in the syndicated loan market and the high yield market for financing acquisitions and recapitalizations. The Loan Partners 2013 Entities intend to invest in transactions in which Goldman Sachs acts as arranger and receives fees in connection with these financings. On the one hand, the Loan Partners 2013 Entities may purchase loans or debt securities and receive representations and warranties directly from the borrower and on the other hand, the Loan Partners 2013 Entities may need to rely on an offering memorandum from Goldman Sachs or its affiliates, and may purchase such loans or debt securities at different times and / or terms than other purchasers of such securities. When the Issuer purchases such securities from Goldman Sachs and Goldman Sachs receives a fee from a borrower or an issuer for placing such securities with the Issuer, certain conflicts of interest may arise. If Goldman Sachs is acting as an arranger or underwriter for those Portfolio Companies in which the Issuer makes an investment, the Issuer will form an investment advisory committee to provide any required consent under the Advisers Act to address certain conflicts of interest. Please see Section IV: “Operation and Servicing of the Issuer—Investment Advisory Committee.”

Debt Investments Where Goldman Sachs Affiliates Provide or Arrange Financing to the Same Portfolio Company. Goldman Sachs is engaged in the business of making, underwriting, syndicating, buying, selling and trading senior secured loans, other loans and junior securities to corporate and other borrowers, which may include borrowers or issuers that have issued or may issue loans or debt securities to the Issuer. The holders of senior loans or junior securities (which may include Goldman Sachs or its affiliates) may have interests substantially divergent from those of the Issuer. Thus, while Goldman Sachs will seek to address the conflicts between senior lenders and investors in junior securities at the times any such transactions are structured and seek to establish terms of the respective loans or debt securities which would have been negotiated by unaffiliated third parties not having similar conflicts, there can be no assurance that the interests of the Issuer will not be subordinated to those of Goldman Sachs or other clients to the detriment of the Issuer. For instance, in connection with loans to a Portfolio Company, Goldman Sachs may seek to exercise its creditor’s rights under the applicable loan agreement or other document which may be detrimental to the Issuer.

Investment Banking and Other Services. Subject to applicable law, Goldman Sachs will seek to perform investment banking and other services (including underwriting, merger advisory, other financial

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advisory, lending, placement agency, selling agency, foreign currency hedging, brokerage, asset management services) for, and will expect to receive customary compensation from, the Issuer, as well as from the Portfolio Companies, and / or other parties in connection with investments in Portfolio Companies or otherwise. In addition, Goldman Sachs may be directly involved, on behalf of itself or its clients, in advising particular companies, investors, private equity sponsors or LBO purchasers with respect to transactions that conflict with the Issuer’s investments. In providing these or other services to, or engaging in transactions with, the Portfolio Companies or other market participants, or in acting for its own account, Goldman Sachs may take actions that have direct or indirect effects on the Issuer, which may be adverse to the Investors. See “—Client Relationships; Reputation of Goldman Sachs” above. While it has no obligation to do so, Goldman Sachs may also act as a broker for investors who are interested in selling their Offered Securities. In the past, the Other Investment Vehicles and / or their portfolio companies have engaged Goldman Sachs to provide investment banking and other services to their portfolio companies, and Goldman Sachs has received, and expects to receive in the future, investment banking and other fees for these services. This compensation has included, and is expected in the future to include, brokerage fees, asset management fees and financing or commitment fees or trading commissions paid by the Issuer, as well as financial advisory fees or fees in connection with restructurings and mergers and acquisitions, underwriting or placement fees, brokerage fees, asset management fees and financing or commitment fees or trading commissions paid by Portfolio Companies. Additionally, Goldman Sachs may make interest-bearing loans to Portfolio Companies, and may act as agent in connection with the placement or syndication of their indebtedness. Such interest, investment banking fees and other compensation will not be shared with the Issuer or its Limited Partners and the Servicing Fee payable by or on behalf of the Issuer and the Limited Partners will not be reduced thereby.

When Goldman Sachs acts as a broker, dealer, agent or lender or in other commercial capacities for the Issuer or Portfolio Companies, it is anticipated that the commissions, mark-ups, mark-downs, financial advisory fees, underwriting and placement fees, sales fees, financing and commitment fees, brokerage fees, other fees, compensation or profits, rates, terms and conditions charged by Goldman Sachs will be in its view commercially reasonable, although Goldman Sachs, including its sales personnel, will have an interest in obtaining fees and other amounts which are favorable to Goldman Sachs and its sales personnel. Goldman Sachs will be entitled to retain all such fees and other amounts, and no fees or other compensation payable by the Issuer will be reduced thereby. See Section IV: “Operation and Servicing of the Issuer.”

Certain Service Providers; Expenses. The Issuer will bear its allocable portion of expenses incurred in connection with the organization and the offering of interests in the Loan Partners 2013 Issuers. The Issuer will also bear the ongoing direct or indirect expenses of the Issuer, including: (i) expenses relating to identifying, evaluating, structuring, monitoring, holding, servicing, selling or purchasing investments for the Issuer; (ii) costs incurred in implementing the Issuer’s hedging strategies; and (iii) other expenses relating to Issuer administration, accounting, tax and legal advice and information technology whether performed by internal staff of Goldman Sachs or third parties. The Issuer will seek to be reimbursed by third parties for the expenses described in (i) when possible. In this regard, Goldman Sachs has previously established, and may in the future establish, entities which may (and Goldman Sachs may otherwise) provide services in connection with the ongoing administration of the Loan Partners 2013 Entities and in connection with the Loan Partners 2013 Entities’ or Portfolio Companies’ investigation, acquisition, holding or disposition of a specific investment or otherwise. The Issuer will be responsible for its allocable portion of the fees and expenses associated with these services. Goldman Sachs will determine the fair and reasonable cost for services provided by the service entities described in the foregoing and by internal staff, including an allocation of overhead expenses. Amounts paid to Goldman Sachs by the Issuer and Portfolio Companies with respect to all of these services are incremental to the Collateral Servicing Fee charged to the Issuer.

Promotion of the Issuer. Goldman Sachs’ sales personnel have interests in promoting sales of the Offered Securities. Their compensation relating to sales of the Offered Securities may be greater than that of other products that they might offer on behalf of Goldman Sachs, and accordingly, Goldman Sachs’

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sales personnel may have an incentive to sell the Offered Securities. Such remuneration will not be paid by the Issuer.

Other Investment Entities; Investment by Goldman Sachs; Co-Investment with Goldman Sachs. Goldman Sachs sponsors and manages various investment funds, and may form new investment funds. Certain investment opportunities, including those generated by Goldman Sachs, may be appropriate for the Loan Partners 2013 Entities, as well as other areas of Goldman Sachs or Other Investment Vehicles, or may be appropriate for co-investment by the Loan Partners 2013 Entities and / or any Employee Funds. These investments or co-investments may involve the same, different, or overlapping levels of a Portfolio Company’s capital structure (including both debt and equity).

As a full service securities firm and bank, Goldman Sachs is very active in the debt markets and as such may effect transactions, for its own account or the account of customers, in and hold debt securities. Various groups within Goldman Sachs are actively involved in the business of participating in senior secured loan syndication and / or originating, purchasing and trading senior secured loans. These businesses operate independently and without regard to any impact on the Issuer and any particular Investment may not be allocated to the Issuer. Further, MBD personnel, including those that provide services to the General Partner and the Collateral Servicer, may effect such transactions on behalf of groups within Goldman Sachs, including Goldman Sachs Bank USA, and accounts other than the Issuer. Thus, the Loan Partners 2013 Entities and Goldman Sachs, including the Other Investment Vehicles, may be viewed as competing for appropriate investment opportunities. MBD may also make debt investments on behalf of Goldman Sachs. The Collateral Servicer will generally seek debt investments on behalf of the Loan Partners 2013 Entities of $200 million or above, although the Loan Partners 2013 Entities may invest amounts below $200 million.

As described in Section II: “Summary of Terms of the Offered Securities—Allocation of Investment Opportunities,” investment opportunities will be allocated in the judgment of the Collateral Servicer and / or Goldman Sachs. The allocation of investment opportunities as between the Loan Partners 2013 Entities, on the one hand, and Goldman Sachs, Other Investment Vehicles and Goldman Sachs’ other customers, on the other hand, will be in the discretion of Goldman Sachs. In allocating such investment opportunities, Goldman Sachs will take into account various factors, including investment objectives, relevant contractual provisions in the Other Investment Vehicles, targeted returns, diversification requirements, available commitments, the size of the investment opportunity, the expected duration of any particular fund’s or business area’s investment program, the anticipated magnitude of the overall investment program for the then current year and any changes in the rate at which the program is carried out, the composition of the various portfolios individually and as a whole, which business area or investment fund sourced the investment opportunity and whether the investment represents a “follow-on” opportunity for the Firm or one of these funds. The methodology for this allocation of investment opportunities will likely vary over time and on a case-by-case basis and any determination with respect to the allocation of investment opportunities among the Loan Partners 2013 Entities, on the one hand, and Goldman Sachs and the Other Investment Vehicles, on the other hand, will be made in the discretion of Goldman Sachs. Allocations of investment opportunities present conflicts of interest, and investment opportunities that are suitable for the Issuer may nonetheless be pursued and consummated by Other Investment Vehicles. In addition, the Investment Committee may determine not to pursue all or a portion of an investment opportunity for various reasons, including such opportunity’s risk / return profile and the Issuer’s diversification, among others.

The Issuer may invest or co-invest in Portfolio Companies or other entities in which an Other Investment Vehicle has a debt or equity investment at the time the subsequent investment opportunity becomes available to the Issuer (an “Affiliate Investment”). In addition, the General Partner or other Goldman Sachs entities may offer to Goldman Sachs affiliates and / or third parties the opportunity to invest or co- invest in Portfolio Companies with the Issuer on a side-by-side basis or otherwise. Other Investment Vehicles, any Employee Funds or other areas within Goldman Sachs may invest or co-invest with the Loan Partners 2013 Entities in the same, different or overlapping levels of the capital structures (including both debt and equity) of Portfolio Companies. The terms of any Affiliate Investment made by an Issuer or co-investment alongside an Other Investment Vehicle will, in the reasonable judgment of the Collateral

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Servicer, be fair and on terms no less favorable to the Issuer than the terms provided to an Other Investment Vehicle or an unaffiliated third party.

The Issuer will not be the sole purchaser of Collateral Obligations in a Portfolio Company where Goldman Sachs or its affiliates hold, at the time of the investment, both (x) more than thirty-five percent (35%) of the voting power of the borrower at the time of investment and (y) more than the voting power of any other holder or group of affiliated holders of securities in such borrower. See Section II: “Summary of Terms of the Offered Securities—Portfolio Profile Test.” If the Issuer has an investment in a Portfolio Company in which Goldman Sachs or its affiliate (including an Other Investment Vehicle) also has an investment, Goldman Sachs may have conflicting loyalties between its duties to the Issuer and to Goldman Sachs or such affiliates, particularly in situations in which the Portfolio Company becomes distressed or defaults on its obligations under any investment. Due to these conflicts and certain contractual obligations in connection with such investments, including those that may arise under the credit agreements and indentures, there may be certain actions (including voting) and remedies and contractual obligations that the Collateral Servicer will not undertake on behalf of the Issuer, sometimes instead relying upon the actions and remedies undertaken by other lenders / or investors. Decisions by the Collateral Servicer with respect to the Issuer’s investment in a Portfolio Company, including the timing of sales, and by the Other Investment Vehicles, any Employee Funds or other areas of Goldman Sachs may be made independently, which may result in different rates of return and profit and loss on the investment and adverse consequences for the Issuer, including adverse tax consequences for the Portfolio Company or the Issuer. Alternatively, there may be investment opportunities or strategies that the Issuer will not pursue in light of their potential impact on other areas of Goldman Sachs or on Portfolio Companies or be unable to pursue as a result of non-competition agreements or other similar undertakings made by Goldman Sachs.

For certain investment opportunities, for administrative purposes the Collateral Servicer may enter into commitments on behalf of the Issuer and the other Loan Partners 2013 Entities, on the one hand, and Goldman Sachs, Other Investment Vehicles and any Employee Funds, on the other, and will have the right to assign all or a portion of these commitments to one or more of these entities in its discretion.

In certain circumstances, a successor vehicle or an Other Investment Vehicle may purchase loans or debt securities of a Portfolio Company being sold by the Loan Partners 2013 Entities or indebtedness of a Portfolio Company held by the Loan Partners 2013 Entities which is being refinanced. Conversely, the Loan Partners 2013 Entities may purchase loans or debt securities of a Portfolio Company being sold by GSLP or indebtedness or securities of a Portfolio Company held by GSLP which is being refinanced. These affiliated situations may present an inherent conflict of interest.

In addition, issuers of loans or debt securities held by the Issuer may have publicly or privately traded securities in which Goldman Sachs is an investor or makes a market. These securities may be either more senior or more junior than the loans or debt securities held by the Issuer. Goldman Sachs’ trading activities will be carried out generally without reference to positions held by the Issuer, and may have an effect on the value of the positions so held, or may result in Goldman Sachs having an interest in the borrower or issuer adverse to that of the Issuer. See “—Other Goldman Sachs Activities” below.

Co-Investment Opportunities. Goldman Sachs may provide opportunities to co-invest with the Issuer to various third parties, including other financing sources, certain Class A Holders, certain Limited Partners, Other Investment Vehicles, any Employee Funds, other areas within Goldman Sachs, clients of Goldman Sachs and / or Goldman Sachs employees. Goldman Sachs employees may participate with the Issuer in one or more Investments. The allocation of any such co-investment opportunities may or may not be in proportion to the commitments of such investors and may involve different terms and fee structures. In these cases, although Goldman Sachs will seek to act in the best interest of the Issuer, the Issuer may receive a smaller investment allocation in the particular borrower or issuer than it otherwise might have received if Goldman Sachs had not provided the third party with the co-investment opportunity.

Valuation Matters. In calculating the Supplemental Servicing Fee and making corresponding distributions, the Collateral Servicer will value the Loan Partners 2013 Entities’ investments to determine

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how the distributions should be made in accordance with these principles. No independent appraisal will be obtained. If the valuations conducted by the Collateral Servicer are incorrect, the timing and amount of payment of the Supplemental Servicing Fee could be incorrect.

Principal, Agency Cross, and Other Securities Transactions. To the extent permitted by applicable law, Goldman Sachs may, from time to time, act as principal for its own account in connection with the Issuer’s Investments and other transactions, including selling Investments or other debt securities as principal to and buying securities as principal from the Issuer. Goldman Sachs may retain any profits that it may make in such transactions. In addition, Goldman Sachs may arrange or syndicate financings in which the Issuer may invest.

In addition, in connection with selling investments by way of a public offering of debt securities, Goldman Sachs may act as the managing underwriter or a member of the underwriting syndicate on a firm commitment basis and purchase securities from the Issuer and receive customary fees for providing these services. In lieu of a public offering, the Issuer may request Goldman Sachs to effect a “block trade” where it purchases a large block of securities from the Issuer as a principal at a set price thereby enabling a large block of securities to be sold and possibly avoiding an unfavorable price movement which may occur as a result of the sales order.

Furthermore, Goldman Sachs may, on behalf of the Issuer, effect transactions where Goldman Sachs is also acting as broker on the other side of the same transaction, known as agency cross transactions. Goldman Sachs may receive commissions from, and has a potentially conflicting division of loyalties and responsibilities regarding, the Issuer and the other parties to those transactions.

In certain circumstances, Goldman Sachs may purchase or sell loans or debt securities on behalf of the Issuer as a “riskless principal.” For instance, Goldman Sachs may purchase loans or debt securities from a third party with the knowledge that the Issuer is interested in purchasing those loans or debt securities and immediately sell the loans or debt securities it bought to the Issuer. In addition, in certain instances, the Issuer may request Goldman Sachs to purchase a loan or debt security as a principal and issue a participation or similar interest to the Issuer in order to comply with local regulatory requirements.

The Collateral Servicer will review each such transaction and take such other steps as it may deem necessary to ensure that the terms of transactions are fair and reasonable including, without limitation, submitting such matter to the Investment Advisory Committee for its approval. For instance, in these circumstances, the Collateral Servicer generally will consider, among other things, pricing (including applicable commissions and fees), the ability to implement Issuer objectives (including the avoidance of communicating the Issuer’s objectives to the market) and the ease and speed of execution.

Moreover, the Issuer may execute the purchase and sale of Investments through Goldman Sachs as agent and may pay commissions to Goldman Sachs. Goldman Sachs may retain any commissions, remuneration, or other profits which may be made in these transactions.

Purchases and sales of securities for the account of the Issuer may be bunched or aggregated with orders for other accounts of Goldman Sachs, including other investment partnerships. Because of the prevailing trading activity, it is frequently not possible to receive the same price or execution on the entire volume of securities sold. When this occurs, the various prices may be averaged which may be disadvantageous to the Issuer, although the Collateral Servicer will take steps as it may deem necessary to ensure, to the extent practicable, that the Issuer receives the best available price in connection with the transactions.

By executing the Subscription Booklet, a Limited Partner consents to all the transactions in which Goldman Sachs acts as a principal (including in connection with a “riskless principal” trade or “block trade”) or underwriter, as broker for the Issuer, or as broker on the other side of a transaction with the Issuer or bunches or aggregates transactions with others. Additionally, each Limited Partner will consent to any agency cross transactions that may be undertaken in accordance with, and in furtherance of, the allocation of Investments.

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Counterparty Transactions with Goldman Sachs. To the extent permitted by applicable law, the Issuer and Portfolio Companies may participate as a counterparty with or as a counterparty to Goldman Sachs or an investment vehicle formed by Goldman Sachs in connection with currency and interest rate hedging, permitted derivative transactions and other transactions. The Issuer may establish a prime brokerage relationship with Goldman Sachs to execute such transactions with respect to Investments by the Issuer in the fixed income, currency or other markets. Goldman Sachs may retain any compensation which may be made in these transactions. The Collateral Servicer will review each of the foregoing transactions and take such steps as it may deem necessary to ensure that the terms of such transactions are fair and reasonable and consent to such transactions upon the Collateral Servicer’s approval. By executing the Subscription Booklet, a Limited Partner consents to all counterparty transactions with Goldman Sachs.

LBO Buyer and Other LBO Financing Activities. In the past, Goldman Sachs has represented, or been affiliated with, LBO purchasers, including management, shareholders, institutions, professional LBO investors, GS Capital Partners investment funds, and certain other funds managed by Goldman Sachs affiliates, in acquiring businesses through or otherwise participating in the financing of LBOs. It is possible that the Issuer would participate in such financing, either separately or in concert with Goldman Sachs or its affiliates. It is possible, however, that in the future Goldman Sachs’ buyer and financing assignments with respect to LBOs may include representation of investors who would not permit either Goldman Sachs or affiliates thereof, including the Issuer, to provide financing or otherwise invest in the acquired company. In such a case, the Issuer would not be allowed to participate as a financing source or an investor. See “—Seller and Buyer Activities” above.

High Yield Offerings. Due to the Issuer’s affiliation with Goldman Sachs, the Issuer is often presented with opportunities to make investments in issuers who abandon plans to issue “high yield” securities through Goldman Sachs. This conflict is highlighted when the financing is utilized by the issuer to pay off a bridge commitment or loan made to the issuer by Goldman Sachs. The Collateral Servicer intends to carefully evaluate these opportunities on a case-by-case basis. While situations like this may present conflicts of interest, they also could present attractive investment opportunities for the Issuer.

Other Activities of Managers. The members of the Investment Committee and other Goldman Sachs managing directors and employees who will play key roles in managing the Issuer may spend a significant portion of their time on matters other than or only tangentially related to the Issuer. Substantial time will be spent on completing the committed and add-on investments of other Goldman Sachs investment partnerships, including investments made on behalf of Goldman Sachs, and on providing services to and effecting transactions on behalf of other groups within Goldman Sachs, including Goldman Sachs Bank USA, and accounts other than the Issuer. See Section II: “Summary of Terms of the Offered Securities—Allocation of Investment Opportunities.” Such obligations of these individuals could conflict with their responsibilities to the Issuer.

Additional Investment Partnerships. Goldman Sachs is permitted to form, manage and / or sponsor successors to the Issuer and investment funds. See Section II: “Summary of Terms of the Offered Securities—Subsequent Vehicles.”

Representing Creditors and Debtors. Goldman Sachs may represent creditor or debtor companies in proceedings under Chapter 11 of the U.S. Bankruptcy Code or prior to such filings. Goldman Sachs may also serve on creditor or equity committees. Such actions, for which the Firm may be compensated, may limit or preclude the flexibility that the Issuer may otherwise have to buy or sell certain assets.

Investment Advisory Committee. The Collateral Servicer, on behalf of the Issuer, will establish an investment advisory committee (the “Investment Advisory Committee”) as described above in Section IV: “Operation and Servicing of the Issuer—Investment Advisory Committee.” Members of the Investment Advisory Committee (the “IAC Members”) may have direct or indirect interests in the activities of Goldman Sachs and its affiliates or in investments and instruments, in some cases similar to those in which the Issuer invests. An IAC Member may be under no obligation to act in the best interests of the Issuer as a whole and may act only in the best interests of the Investor with whom such IAC Member is

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affiliated. This may result in potential conflicts of interest. In addition, IAC Members may receive information regarding the proposed investment activities of the Issuer that is not generally available to the public or other Limited Partners. There will be no obligation on the part of any IAC Member to make available for use by the Issuer any information or strategies known to or developed by it and, in certain cases, they may be prohibited from doing so. The Collateral Servicer may form a single IAC for two or more of the Loan Partners 2013 Entities to the extent it deems necessary or appropriate.

Diverse Interests. The Issuer and the other Loan Partners 2013 Entities (if formed), and their investors, including Goldman Sachs, may have conflicting investment, tax and other interests with respect to the investments made by the Loan Partners 2013 Entities. Moreover, the interests of the Loan Partners 2013 Entities and the GSLP funds may vary with respect to particular investments. Conflicts of interest may arise in connection with decisions made by the Collateral Servicer, including varying the structuring of investments among the Loan Partners 2013 Entities. Such structuring may be more beneficial for one or more of the other Loan Partners 2013 Entities and their investors and / or Goldman Sachs than for the Issuer and its investors. For instance, the manner in which a particular investment is structured may produce tax results that are favorable to one or more of the other Loan Partners 2013 Entities, but not to the Issuer (or vice versa). In selecting investments appropriate for the Issuer and in structuring those investments, although the Collateral Servicer may elect for one or more of the Loan Partners 2013 Issuers to decline to participate, the Collateral Servicer will generally consider the investment objectives of the Loan Partners 2013 Issuers as a whole, rather than the objectives of the Loan Partners 2013 Issuers and their respective investors separately. In addition, the General Partner, the Collateral Servicer and / or their affiliates may face certain tax risks based on positions taken by the Issuer, the other Loan Partners 2013 Entities, or any Qualified Co-Issuer, including as a withholding agent. Each of the General Partner and the Collateral Servicer reserves the right on behalf of itself and its affiliates to take positions adverse to the Issuer or the other Loan Partners 2013 Entities in these circumstances, including with respect to withholding amounts to cover actual or potential tax liabilities.

It is expected that each Loan Partners 2013 Issuer will invest on a side-by-side basis in each investment in proportion to its respective total commitments. The Loan Partners 2013 Issuers may also co-invest with other Loan Partners 2013 Entities. It is expected, however, that (i) the participation of the Loan Partners 2013 Entities in investments will vary as between such entities based upon relevant legal, tax, regulatory, investment mandate and such other considerations that the Collateral Servicer and / or, in the case of certain accounts, investors deem appropriate for each such Loan Partners 2013 Entity, and (ii) the manner in which investments are structured may vary among the Loan Partners 2013 Entities. For example, certain of the Loan Partners 2013 Entities may be formed to segregate commitments of Limited Partners that are UK pension plans that cannot invest in delayed draw Collateral Obligations and revolving Collateral Obligations. As a result, the investment portfolio, risk profile and investment returns of each of the Loan Partners 2013 Entities may differ.

Other Goldman Sachs Activities. Goldman Sachs, to the extent permitted by applicable law, is an active participant, as agent, principal and market maker, in the global fixed income, currency, commodity, equities, and other markets. Goldman Sachs may invest or trade in the equity, debt or other interests of Portfolio Companies without regard to the Issuer’s investment objective, such as acquiring positions based on the same or a different strategy than that of the Issuer. If Goldman Sachs acquires equity securities, debt securities, or other indebtedness of a Portfolio Company, its interests could diverge substantially from the interests of the Issuer. The Firm will execute transactions independently of the Issuer’s transactions, and thus at prices or rates that may be more or less favorable than the prices or rates paid by the Issuer.

Additionally, the Firm may choose not to be a financial advisor in particular situations in order not to limit its trading flexibility, including if (i) the Issuer’s investments in public companies impact the Firm’s flexibility in those securities and (ii) certain activities on behalf of the Issuer would limit its flexibility. Furthermore, the Firm expects to continue to invest in Senior Secured Loan Investments and Other Investments without regard to the Issuer’s investment objective, including acquiring positions based on the same or a different strategy than that of the Issuer. Such activities may limit investment opportunities

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in regulated industries in which limitations are imposed upon the aggregate amount of investment by affiliated investors. The activities or portfolio strategies of Goldman Sachs for its own account or for its other customer accounts could conflict with the transactions and strategies employed in managing the Issuer and affect the prices and availability of the securities, currencies and instruments in which the Issuer will invest. The results of the Issuer’s investment activities may differ significantly from Goldman Sachs’ results for its trading accounts.

Divergent Investment Portfolios. Although it is expected that the Loan Partners 2013 Entities will generally invest side-by-side in Collateral Obligations, (i) the participation of the Loan Partners 2013 Entities in investments will vary as between such entities based upon relevant legal, tax, regulatory, investment mandate and such other considerations that the Collateral Servicer and / or, in the case of certain accounts, investors deem appropriate for each such Loan Partners 2013 Entity, and (ii) the manner in which investments are structured may vary among the Loan Partners 2013 Entities. In addition, one or more Other Loan Partners 2013 Issuers are expected to make investments that may not be within the investment mandate or otherwise appropriate for the Loan Partners 2013 Issuers. As a result, the portfolio of Collateral Obligations of the Loan Partners 2013 Entities may differ. See “—Diverse Interests” above.

In addition, Goldman Sachs expects to continue to invest in Senior Secured Loan Investments and Other Investments, including by participating in certain Collateral Obligation investments alongside the Loan Partners 2013 Entities. The allocation of investment opportunities as between the Loan Partners 2013 Entities, on the one hand, and Goldman Sachs, on the other hand, will be in the discretion of Goldman Sachs. The portfolio of Collateral Obligations held by Goldman Sachs is expected to differ from the portfolio of each Loan Partners 2013 Entity. See “—Other Investment Entities; Investment by Goldman Sachs; Co- Investment with Goldman Sachs” above.

Notes Issued by Loan Partners 2013 Issuers to Certain Investors. Certain investors in the Loan Partners 2013 Issuers are expected to provide a substantial portion of the leverage incurred by the Issuer and the other Loan Partners 2013 Issuers, and may receive fees, interest and other compensation in exchange for providing such leverage. Some of these lenders may also have representation on the Investment Advisory Committee. In the event of the Loan Partners 2013 Issuers’ financial distress, certain conflicts of interests may arise as among the investors who have exclusively made an equity investment in the Loan Partners 2013 Issuers, on the one hand, and the investors in the Loan Partners 2013 Issuers who have also provided leverage, on the other hand.

The Issuer May Not be Permitted to Rely on the Creditworthiness of Goldman Sachs in Establishing Business Relationships. The Issuer will be required to establish business relationships with its counterparties based on the Issuer’s own credit standing but Goldman Sachs may allow its credit to be used with respect to such establishment of the Issuer’s business relationships. However, it is expected that the Issuer’s counterparties will not rely on the credit of Goldman Sachs in evaluating the Issuer’s creditworthiness.

Counsel to the Issuer. Fried, Frank, Harris, Shriver & Jacobson LLP, New York, New York (“Fried Frank”), Jones Day LLP, New York, New York (“Jones Day”) and Burness Paull & Williamsons LLP, United Kingdom (“Burness”) are acting as counsel to the Issuer in connection with this offering. Each of Fried Frank, Jones Day and Burness has in the past represented, and continues to represent, Goldman Sachs in a variety of matters. In connection with their representation of the Issuer, Fried Frank, Jones Day and Burness will not be representing the Class A Holders or the Limited Partners. No legal counsel has been engaged by the General Partner or the Issuer to protect or represent the interest of any Class A Holder or Limited Partner with respect to the Issuer.

Other present and future activities of Goldman Sachs may give rise to additional conflicts of interest.

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VII. THECLASSANOTES

The Class A Notes will be limited recourse senior secured debt obligations of the Issuer issued pursuant to the Indenture and sold pursuant to the Class A Note Purchase Agreement. Please refer to provisions of the Class A Notes, the Indenture and the Class A Note Purchase Agreement.

VIII. MATURITY AND PREPAYMENT CONSIDERATIONS

The average life of the Class A-2 Notes is expected to be shorter than the number of years until their maturity. Average life refers to the average amount of time that will elapse from the applicable Closing Date until the aggregate Outstanding Amount of the Class A-2 Notes will have been paid in full to the Class A-2 Holders. Such average life may vary due to various factors affecting the early retirement of Collateral Obligations, the timing and amount of sales of Collateral Obligations, the ability of the Collateral Servicer to reinvest collections and proceeds in additional Collateral Obligations, and the amount or frequency of prepayment or refinancing of the Class A-2 Notes. Retirement of the Collateral Obligations prior to their respective final maturities will depend, among other things, on the financial condition of the obligors of the underlying Collateral Obligations and the respective characteristics of such Collateral Obligations, including the existence and frequency of exercise of any prepayment or repurchase features, the prevailing level of interest rates, the repurchase prices, the actual default rates and the actual amount collected on any defaulted Collateral Obligations and the frequency of prepayments or repurchases of Collateral Obligations. The Collateral Obligations will be primarily loans. Loans are generally prepayable at par and have a shorter average life to maturity than high yield instruments, and a high proportion of loans could be prepaid. Substantially all of the Collateral Obligations are expected to be subject to optional prepayment or repurchase by the obligors thereof. Any sale of a Collateral Obligation may change the composition or characteristics of the Collateral Obligations and the rate of payment thereon, and, accordingly, may affect the actual average lives of the Class A-2 Notes.

IX. ERISACONSIDERATIONS

No Class A Note or Limited Partnership Interest may be sold or otherwise transferred to, or held by, any investor subject to Title I of the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”).

X. PLANOFDISTRIBUTION

The Offered Securities have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), the securities laws of any state of the United States or the securities laws of any other jurisdiction and may not be offered or sold unless in transactions exempt from or not subject to the registration requirements of, the Securities Act and any other applicable securities laws. The Issuer has no obligation or intention to effect the registration. The Offered Securities will be subject to transfer restrictions. See Section II: “Summary of Terms of the Offered Securities—Sale, Transfer or Assignment of the Notes” and “—Sale, Transfer or Assignation of Limited Partnership Interests.”

The Offered Securities may not be offered, sold or delivered by the Issuer or by or through any affiliate or person acting as agent of or intermediary for the Issuer or any affiliate of the Issuer (including any broker or dealer acting as any agent or intermediary) within the United States unless, among other things:

In the case of the Class A Notes, the purchaser or the beneficial owner of the Class A Notes is an “accredited investor” as defined in paragraphs (1), (2), (3), or (7) of Rule 501(a) under the Securities Act. In addition, the purchaser or the beneficial owner of the Class A Notes must be (x) a “qualified purchaser” as defined in Section 2(a)(51) of the U.S. Investment Company Act of 1940, as amended (the “Investment Company Act”) (a “Qualified Purchaser”), or (y) a “non-U.S. person” as defined in Regulation S under the Securities Act (a “Non-U.S. Person”). In the case of the Limited Partnership Interests, the purchaser or the beneficial owner of the Limited Partnership Interests is either (a) a

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“qualified institutional buyer” as defined in Rule 144A under the Securities Act, or (b) involved in the organization or operation of the Issuer. In addition, the purchaser or the beneficial owner of the Limited Partnership Interests must be either a (i) Qualified Purchaser, (ii) “knowledgeable employee” as defined in Rule 3c-5 under the Investment Company Act (a “Knowledgeable Employee”), or (iii) “Non-U.S. Person.”

Each purchaser or beneficial owner of Limited Partnership Interests that is a non-U.S. person is also required to be a non-U.S. person that, among other criteria, (i) is a resident of a non-U.S. jurisdiction that has entered into an income tax treaty with the United States that exempts from U.S. federal income tax (a) business profits (or similar types of income) that are not attributable to a “permanent establishment” in the United States, (b) U.S. source interest income, (c) U.S. source “other income” that is not attributable to a “permanent establishment” in the United States, and (d) in the case of a non-U.S. person that is treated as a corporation for U.S. federal income tax purposes, “branch profits” (taking into account the applicable requirements of the relevant U.S. Treasury regulations), and (ii) is entitled to claim the benefits of that income tax treaty as a “resident” of such non-U.S. jurisdiction (within the meaning of such income tax treaty), including both under the treaty’s limitation on benefits provision and as a result of the Issuer and each non-corporate Qualified Co-Issuer being treated as “fiscally transparent” (as defined for U.S. federal income tax purposes but determined under the tax laws of such investor’s jurisdiction of tax residence) (an “Eligible Non-U.S. Person”); provided, that the General Partner reserves the right to accept subscriptions from non-U.S. persons that do not meet all of these criteria. Each purchaser of a Limited Partnership Interest that is a non-U.S. person will be required to provide certain U.S. IRS tax forms, along with certain certifications, to the Issuer, the LP Agent and the Collateral Servicer evidencing that such Limited Partner qualifies as an Eligible Non-U.S. Person. Each such Limited Partner will be required to (x) promptly notify the Issuer, the LP Agent and the Collateral Servicer in writing if any of the provided certifications are no longer true and correct and (y) periodically provide new U.S. IRS tax forms as reasonably requested in writing by the Issuer, the LP Agent or the Collateral Servicer or upon a change in circumstances that renders any such IRS tax form previously delivered to the Issuer, the LP Agent or the Collateral Servicer obsolete, inaccurate in any material respect or invalid, or the Limited Partner will be required to immediately notify the Issuer, the LP Agent and the Collateral Servicer in writing if it is legally unable to provide such new forms.

This Offering Memorandum has been prepared by the Issuer for use in connection with the offer and sale of the Offered Securities and for the potential listing of the Class A Notes on the Irish Stock Exchange. The Issuer reserves the right to reject any offer to purchase, in whole or in part, for any reason, or to sell less than the principal amount of Offered Securities which may be offered. This Offering Memorandum does not constitute an offer to any person in the United States or to any U.S. Person. Distribution of this Offering Memorandum to any such U.S. Person or to any person within the United States, other than in accordance with the procedures described above, is unauthorized and any disclosure of any of its contents, without the prior written consent of the Issuer, is prohibited.

Representations and Warranties

Each Person who becomes a Class A Holder or Limited Partner or beneficial owner of Class A Notes or Limited Partnership Interests will be deemed to have represented and agreed as follows:

(i) In connection with the purchase of such Offered Securities: (A) none of the Issuer, the Collateral Servicer, the Trustee, the Collateral Agent, the Note Agent or the LP Agent (as the case may be) or any of their respective affiliates is acting as a fiduciary or financial or investment adviser for such beneficial owner; (B) such beneficial owner is not relying (for purposes of making any investment decision or otherwise) upon any advice, counsel or representations (whether written or oral) of the Issuer, the Collateral Servicer, the Trustee, the Collateral Agent; the Note Agent, the LP Agent or any of their respective affiliates; (C) such beneficial owner has consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisers to the extent it has deemed necessary and has made its own investment decisions (including decisions regarding the suitability of any transaction pursuant to the Indenture) based upon its own judgment and upon any advice from such advisers as it has deemed

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necessary and not upon any view expressed by the Issuer, the Collateral Servicer, the Trustee, the Collateral Agent or any of their respective affiliates; (D) such beneficial owner is,

(a) with respect to the Class A Notes, an “accredited investor” as defined in paragraphs (1), (2), (3), or (7) of Rule 501(a) under the Securities Act. In addition, such beneficial owner is a (x) “qualified purchaser” as defined in Section 2(a)(51) of the Investment Company Act (“Qualified Purchaser”), or (y) “non-U.S. person” as defined in Regulation S under the Securities Act (a “Non-U.S. Person”).

(b) with respect to the Limited Partnership Interests, either (x) a “qualified institutional buyer” as defined in Rule 144A under the Securities Act, or (y) involved in the organization or operation of the Issuer. In addition, such beneficial owner is a (A) Qualified Purchaser, (B) “Knowledgeable Employee,” or (C) “Non-U.S. Person”; provided that any non-U.S. person that acquires Limited Partnership Interests will be required to further represent that, among other criteria, (i) it is a resident of a non-U.S. jurisdiction that has entered into an income tax treaty with the United States that exempts from U.S. federal income tax (a) business profits (or similar types of income) that are not attributable to a “permanent establishment” in the United States, (b) U.S. source interest income, (c) U.S. source “other income” that is not attributable to a “permanent establishment” in the United States, and (d) in the case of a non-U.S. person that is treated as a corporation for U.S. federal income tax purposes, “branch profits” (taking into account the applicable requirements of the relevant U.S. Treasury regulations), and (ii) it is entitled to claim the benefits of that income tax treaty as a “resident” of such non-U.S. jurisdiction (within the meaning of such income tax treaty), including both under the treaty’s limitation of benefits provision and as a result of the Issuer and each non- corporate Qualified Co-Issuer being treated as “fiscally transparent” (as defined for U.S. federal income tax purposes but determined under the tax laws of such investor’s jurisdiction of tax residence); provided, that the General Partner reserves the right to accept subscriptions from non-U.S. persons that do not meet all of these criteria.

(E) such beneficial owner is acquiring its interest in such Offered Securities for its own account; (F) such beneficial owner was not formed for the purpose of investing in such Offered Securities; (G) such beneficial owner understands that the Issuer may receive a list of participants holding interests in Class A Notes or Limited Partnership Interests from one or more book-entry depositories; (H) such beneficial owner will hold and transfer at least the minimum denomination of such Offered Securities; and (I) such beneficial owner will provide notice of the relevant transfer restrictions to subsequent transferees;

(ii) on each day from the date on which such beneficial owner acquires its interest in any Class A Notes or Limited Partnership Interests through and including the date on which such beneficial owner disposes of its interest in such Class A Notes or Limited Partnership Interests that it is not subject to Title I of ERISA or Section 4975 of the Code;

(iii) such beneficial owner understands that such Offered Securities are being offered only in a transaction not involving any public offering in the United States within the meaning of the Securities Act, such Offered Securities have not been and will not be registered under the Securities Act, and, if in the future such beneficial owner decides to offer, resell, pledge or otherwise transfer such Offered Securities or beneficial interest therein, such Offered Securities or beneficial interest therein may be offered, resold, pledged or otherwise transferred only in accordance with the provisions of the Indenture and the legend on such Offered Securities. Such beneficial owner acknowledges that no representation has been made as to the availability of any exemption under the Securities Act or any state securities laws for resale of the Offered Securities. Such beneficial owner understands that the Issuer has not been registered under the Investment Company Act, and that the Issuer is exempt from registration as such by virtue of both Rule 3a-7 and Section 3(c)7 of the Investment Company Act; and

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(iv) the holder will provide notice to each Person to whom it proposes to transfer any interest in the Class A Notes or Limited Partnership Interests of the transfer restrictions and representations set forth in the Indenture or the Issuer Partnership Agreement.

Any purported assignment or transfer of an Offered Security or a beneficial interest therein not in accordance with the Indenture and the Issuer Partnership Agreement shall be null and void and shall not be given effect for any purpose whatsoever. A Person that acquires an Offered Security (or a portion thereof) or a beneficial interest therein in violation of the transfer restrictions set forth in the Indenture or the Issuer Partnership Agreement shall not be a “Class A Holder” or “Limited Partner,” as the case may be, for any purpose under the Indenture or the Issuer Partnership Agreement and shall not have any rights under thereunder. A Transfer of an Offered Security by an Investor to another Person in violation of transfer restrictions set forth in the Indenture or the Issuer Partnership Agreement shall not release such Investor from any of its obligations under thereunder. The Paying Agent (as to be defined in the Indenture) shall not be responsible or liable for the failure of any Investor or holders of a beneficial interest in an Offered Security to follow the procedures in transfer restrictions set forth in the Indenture or the Issuer Partnership Agreement. Each Investor acknowledges and agrees that, in addition to all other remedies to which the Issuer may be entitled, the Issuer is entitled to seek specific performance and injunctive and other equitable relief in respect of a breach of the transfer covenants and agreements (including any anticipated breach thereof) contained in the Issuer Partnership Agreement.

XI. GENERAL INFORMATION

1. The Issuer

The Issuer is to be constituted as a Scottish limited partnership under the United Kingdom Limited Partnerships Act 1907 (the “1907 Act”). A Scottish limited partnership is constituted by the signing of the relevant limited partnership agreement and its registration with the Registrar of Limited Partnerships in Scotland.

Registration under the 1907 Act entails that the limited partners of the partnership are afforded limited liability in terms of the 1907 Act.

The business of a Scottish limited partnership will be managed by its general partner(s) who will be liable for all debts and obligations of the Scottish limited partnership to the extent the partnership has insufficient assets. As a general matter, a limited partner of a Scottish limited partnership will not be liable for the debts and obligations of the Scottish limited partnership save (i) as expressed in the limited partnership agreement, (ii) if such limited partner becomes involved in the management of the partnership’s business or (iii) to the extent that such limited partner has received a return of its capital contribution to the partnership prior to the partnership’s liquidation in circumstances where the partnership is otherwise unable to meet its debt or obligations.

2. Class A Notes

The Class A Notes will be represented by one or more certificates in fully registered definitive form registered in the name of the owner thereof.

3. Consents and Authorizations

The Issuer has obtained all necessary consents, approvals and authorizations in Ireland (if any) in connection with the issue and performance of the Class A Notes.

4. No Litigation

The Issuer is not involved, and has not been involved, in any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Issuer is

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aware) which may have or have had since the date of its formation a significant effect on the Issuer’s financial position.

5. Accounts

Since the date of its formation the Issuer has not commenced operations and has not produced accounts.

The Indenture requires the Issuer to provide written confirmation to the Trustee on an annual basis and otherwise promptly on request that no Event of Default or Default or other matter which is required to be brought to the Trustee’s attention has occurred.

6. Documents Available

Copies of the following documents may be inspected (and, in the case of each of (a) to (1) below, will be available for collection free of charge) by physical or electronic means at the offices of the transfer agent in Ireland and at the registered offices of the Issuer during usual business hours on any weekday (Saturdays, Sundays and public holidays excepted) for the term of the Class A Notes and the Limited Partnership Interests:

(a) the organizational documents of the Issuer, including the Issuer Partnership Agreement;

(b) the Indenture (which includes the form of Class A-1 Note and Class A-2 Note);

(d) the Paying Agent Agreement.

7. No ISINs

There are no international identification codes (ISINs) for the Class A Notes.

8. No Credit Rating

No credit rating has been assigned to any of the Class A Notes.

XII. LEGAL MATTERS

Certain legal matters with respect to the Class A Notes will be passed upon for the Issuer by Fried Frank Harris Shriver & Jacobson LLP (“Fried Frank”), and Jones Day LLP. Certain matters with respect to Scots corporate law and tax law will be passed upon for the Issuer by Burness Paull & Williamsons LLP. Certain legal matters with respect to the Limited Partnership Interests will be passed upon for the Issuer and certain United States federal income tax matters will be passed upon for the Collateral Servicer by Fried Frank.

XIII. GLOSSARY OF CERTAIN DEFINED TERMS

“Credit Risk Obligation” means any Collateral Obligation that, in the Collateral Servicer’s reasonable commercial judgment, has a significant risk of declining in credit quality or expected realizable value unrelated to general market conditions.

“Defaulted Obligation” means any Collateral Obligation as to which:

(a) a default as to the payment of principal and / or interest has occurred and is continuing with respect to such Collateral Obligation (without regard to any grace period applicable thereto, or waiver thereof, after the passage (in the case of a default that in the applicable Collateral Servicer’s judgment, as

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certified to the Trustee in writing, is not due to credit-related causes) of a three (3) Business Day grace period or such shorter period as specified by the Underlying Instrument (as to be defined in the Indenture) for such Collateral Obligation);

(b) to the knowledge of the Collateral Servicer (on behalf of the applicable Issuer or Qualified Co- Issuer), a default as to the payment of principal and / or interest has occurred and is continuing on another debt obligation of the same Portfolio Company or obligor that is the issuer of such Collateral Obligation or an affiliate thereof that operates as part of a common enterprise, and at least one of the following conditions is met: (i) both such other debt obligation and the Collateral Obligation are full recourse unsecured obligations and such other debt obligation is senior to or pari passu with the Collateral Obligation in right of payment or (ii) each of the following conditions (1), (2) and (3) are met: (1) both such other debt obligation and the Collateral Obligation are full recourse secured obligations secured (in whole or in part) by identical collateral, (2) the security interest securing such other debt obligation is senior to or pari passu with the security interest securing the Collateral Obligation and (3) such other debt obligation is senior to or pari passu with the Collateral Obligation in right of payment;

(c) the Portfolio Company or obligor that is the issuer of such Collateral Obligation or an affiliate thereof that operates as part of a common enterprise and which represents a material portion of such common enterprise has instituted proceedings to have such Portfolio Company, obligor or affiliate adjudicated as bankrupt or insolvent or placed into receivership and such proceedings have not been stayed or dismissed or such Portfolio Company, obligor or affiliate has filed for protection under Chapter 11 of the United States Bankruptcy Code or similar insolvency laws;

(d) the Collateral Servicer (on behalf of the applicable Issuer) has in its reasonable commercial judgment otherwise declared such Collateral Obligation to be a “Defaulted Obligation”;

(e) such Collateral Obligation has an S&P Rating of “D” or “SD” or a Moody’s Rating of “D” or had such ratings at one point by S&P or Moody’s, but subsequently such rating was withdrawn;

(f) such Collateral Obligation is pari passu in right of payment as to the payment of principal and / or interest to another debt obligation of the same issuer which has an S&P Rating of “D” or “SD” or a Moody’s Rating of “D” (provided, that at least one of the following conditions is met: (i) both such other debt obligation and the Collateral Obligation are full recourse unsecured obligations and such other debt obligation is senior to or pari passu with the Collateral Obligation in right of payment or (ii) each of the following conditions (1), (2) and (3) are met: (1) both such other debt obligation and the Collateral Obligation are full recourse secured obligations secured (in whole or in part) by identical collateral, (2) the security interest securing such other debt obligation is senior to or pari passu with the security interest securing the Collateral Obligation and (3) such other debt obligation is senior to or pari passu with the Collateral Obligation in right of payment);

(g) a default with respect to which the Collateral Servicer has received written notice or has actual knowledge that a default has occurred under the Underlying Instruments and any applicable grace period has expired and the holders of such Collateral Obligation have accelerated the repayment of the Collateral Obligation (but only until such acceleration has been rescinded) in the manner provided in the Underlying Instrument;

(h) such Collateral Obligation is a Participation Interest (as to be defined in the Indenture) with respect to which the Selling Institution (as to be defined in the Indenture) has defaulted in any material respect in the performance of any of its payment obligations under the Participation Interest; or

(i) such Collateral Obligation is a Participation Interest in a loan that would, if such loan were a Collateral Obligation, constitute a “Defaulted Obligation” (other than under this clause (i)) or with respect to which the Selling Institution has an S&P Rating of “D” or “SD” or a Moody’s Rating of “D” or had such rating before such rating was withdrawn;

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provided, that a Collateral Obligation shall not constitute a Defaulted Obligation pursuant to clauses (b), (c) or (f) above if such Collateral Obligation is a DIP Collateral Obligation.

“DIP Collateral Obligation”: Any interest in a loan or financing facility that has a public or private facility rating from Moody’s and S&P and is purchased directly or by way of assignment (a) which is an obligation of (i) a debtor-in-possession as described in §1107 of the United States Bankruptcy Code or (ii) a trustee if appointment of such trustee has been ordered pursuant to §1104 of the United States Bankruptcy Code (in either such case, a “Debtor”) organized under the laws of the United States or any state therein, or (b) on which the related obligor is required to pay interest on a current basis and, with respect to either clause (a) or (b) above, the terms of which have been approved by an order of the United States Bankruptcy Court, the United States District Court, or any other court of competent jurisdiction, the enforceability of which order is not subject to any pending contested matter or proceeding (as such terms are defined in the Federal Rules of Bankruptcy Procedure) and which order provides that: (i) (A) such DIP Collateral Obligation is fully secured by liens on the Debtor’s otherwise unencumbered assets pursuant to §364(c)(2) of the United States Bankruptcy Code or (B) such DIP Collateral Obligation is secured by liens of equal or senior priority on property of the Debtor’s estate that is otherwise subject to a lien pursuant to §364(d) of the United States Bankruptcy Code and (ii) such DIP Collateral Obligation is fully secured based upon a current valuation or appraisal report. Notwithstanding the foregoing, such a loan will not be deemed to be a DIP Obligation following the emergence of the related debtor-in- possession from bankruptcy protection under Chapter 11 of the United States Bankruptcy Code.

“Eligible Investors” means:

(i) with respect to the Class A Notes, persons who are “accredited investors” as defined in paragraphs (1), (2), (3), or (7) of Rule 501(a) under the Securities Act, and who are also (x) “qualified purchasers” as defined in Section 2(a)(51) of the Investment Company Act (“Qualified Purchasers”), or (y) “non-U.S. persons” as defined in Regulation S under the Securities Act (“Non-U.S. Persons”),

(ii) with respect to Limited Partnership Interest, persons who are either “qualified institutional buyers” as defined in Rule 144A under the Securities Act, or involved in the organization or operation of the Issuer, and who are also (x) Qualified Purchasers, (y) “knowledgeable employees” as defined in Rule 3c-5 under the Investment Company Act, or (z) “Non-U.S. Persons”; provided that any non-U.S. person that acquires Limited Partnership Interests is required to be an Eligible Non-U.S. Person.

“Moody’s Rating”: With respect to any Collateral Obligation owned by an Issuer or Qualified Co- Issuer, the rating determined pursuant to a schedule provided in writing by Moody’s to the Issuer, the Trustee and the Collateral Servicer.

“Person” means an individual, corporation (including a business trust), partnership, limited liability company, joint venture, association, joint stock company, trust (including any beneficiary thereof), unincorporated association or government or any agency or political subdivision thereof.

“Portfolio Company” means any Person that is the issuer or a guarantor of a Collateral Obligation acquired by the Issuer or by any Qualified Co-Issuer.

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XIV. INDEX OF CERTAIN DEFINED TERMS

Additional Investors 38 Class A-2 Commitment Period 15

Add-On Collateral Obligations 39 Class A-2 Holders 14

Advisers Act 43 Class A-2 Maturity 16

Affiliated Limited Partner 40 Class A-2 Note Purchase Agreement 14

Aggregate Outstanding Amount 16 Class A-2 Notes 11

Aggregate Removal Vote 49 Collateral 20

Applicable Dollar Spot Market Exchange Collateral Obligation 21 Rate 17 Collateral Servicer 11 Available LP Commitment 36 Collateral Servicer Fees 41 Base Rate 13 Collateral Servicing Agreement 11 BHCA 52 Collection Account 20 Borrowing Notice 17 Commitment Fees 16 Class A Commitment Amount 15 CS Note 41 Class A Holders 14 CS Removal Meetings 49 Class A Note Purchase Agreements 14 Dodd-Frank Act 52 Class A Notes 11 Eligibility Criteria 21 Class A-1 Aggregate Commitment Amount 13 Eligible Hedging Agreements 23

Class A-1 Commitment Fees 14 Eligible Investments 21

Class A-1 Commitment Period 13 Eligible Investors 37

Class A-1 Holders 13 Eligible Non-U.S. Person 37

Class A-1 Maturity 14 Employee Fund 37

Class A-1 Note Purchase Agreement 13 ERISA 54

Class A-1 Notes 11 Event of Default 31

Class A-1 Notes Rate 13 Excluded Assets 20

Class A-2 Aggregate Commitment Final LP Closing Date 38 Amount 15 Final Notes Closing Date 17 Class A-2 Commitment Fees 16 Financial Statement Value 27

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FOIA 53 Loan Partners 2013 Issuers 10

Future Funding Obligations 24 LP Agent 51

General Partner 10 LP Aggregate Commitment Amount 36

Goldman Sachs 10 LP Closing 38

GP Removal Meeting 48 LP Commitment Amount 36

GS Group 10 LP Commitment Period 40

GS Group LP Interests 37 LP Default 47

GSLP 44 LP Default Interest 47

Hurdle Return 41 LP Default Price 48

IAC Indemnified Person 50 LP Equity Contributions 36

Indemnified Person 50 LP Event of Default 47

Indenture 16 LP Unutilized Amounts 40

Initial Class A-1 Closing Date 17 Mandatory Prepayment Test 26

Initial Class A-2 Closing Date 17 Mandatory Prepayments 25

Initial LP Closing Date 38 Maturity Date 16

Initial Notes Closing Date 17 MBD 45

Interest Accrual Period 19 Non-U.S. Persons 17

Interest Reserve Account 19 Note Adjustment Date 42

Investment Advisory Committee 43 Offered Securities 9

Investment Company Act 9 Orderly Liquidation 40

Issuer Partnership Agreement 36 Other Investment 21

Joint IAC 44 Other Investment Vehicles 46

Knowledgeable Employees 37 Other Loan Partners 2013 Issuers 10

Limited Partner 36 Paying Agent Agreement 51

Limited Partnership Interests 36 Payment Date 18

Loan Partners 2013 Aggregate Portfolio Event 28 Commitment Amount 36 Portfolio Measurement Date 26 Loan Partners 2013 Entities 10 Portfolio Profile Test 29

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Portfolio Statement 27 Senior Secured Loan Investment 21

Portfolio Statement Measurement Date 27 Separate Removal Vote 49

Principal Balance 26 Servicing Fee 41

Qualified Co-Issuer 22 Substitution Period 23

Qualified Purchasers 16 Supplemental Servicing Fee 41

Ratable Portion 13 Synthetic Security 22

Recycled Proceeds Amount 24 Total Commitment Amount 29

Required Class A Holders 34 Transaction Documents 24

Required Supermajority Class A Holders 34 Unutilized Amounts 18

Securities Act 9

1138826238.35

Page 127 of 150 EXHIBIT A GS Loan Partners, L.P. ($ in millions)

Realized & Initial Final Invested Estimated Gross Investment Harvest Dollars as of Value as of Unlevered Company Name Industry Date Date 9/30/12 9/30/121 IRR2

Americas Acosta, Inc. Services/Distribution 03/2011 -- $ 162 $ 194 14% Altegrity, Inc. Services/Distribution 08/2008 -- 371 451 7 ARAMARK Corporation Services/Distribution 10/2008 -- 164 222 10 Argonaut VPP, LLC Energy/Power 12/2008 -- 331 429 11 Biomet, Inc. Healthcare 10/2008 -- 181 244 9 Cablevision Systems Corporation4 Media/Communications 10/2008 11/2012 169 222 8 Calpine Corporation Energy/Power 07/2008 -- 570 719 13 Diversey, Inc. Services/Distribution 11/2009 10/2011 480 553 9 Emdeon Inc. Healthcare 11/2001 -- 309 348 NM3 Falcon VPP LP Energy/Power 08/2009 -- 241 301 11 First Data Corporation Financial/Insurance 07/2008 -- 277 351 7 HCA Holdings, Inc. Healthcare 09/2008 -- 466 613 12 Husky International Ltd. Manufacturing/Industrial 06/2011 -- 34 42 19 IMS Health Incorporated Healthcare 02/2010 -- 487 613 14 Interactive Data Corporation Financial/Insurance 08/2010 -- 243 270 9 Language Line, Inc. Services/Distribution 12/2010 -- 167 186 7 Life Technologies Corporation Healthcare 11/2008 02/2010 154 179 16 LPL Investment Holdings Inc. Financial/Insurance 06/2010 03/2012 240 274 8 The Nielsen Company4 Media/Communications 06/2009 10/2012 403 555 12 Pilot Travel Centers LLC Retail/Diversified 10/2008 -- 382 499 9 Pinnacle Foods Finance LLC Consumer Products 12/2009 08/2010 245 262 11 SeaWorld Parks & Entertainment Leisure/Entertainment 12/2009 -- 263 312 14 Stolle Machinery Company, LLC Manufacturing/Industrial 07/2008 11/2011 307 392 11 SunGard Data Systems, Inc. Services/Distribution 11/2008 -- 75 114 15 Univar N.V. Services/Distribution 11/2010 -- 337 393 9 Vantiv, LLC Financial/Insurance 11/2010 03/2012 193 216 11 Willis Group Holdings Limited Financial/Insurance 03/2009 03/2011 39 63 31 Wm. Wrigley Jr. Company Consumer Products 10/2008 12/2009 587 650 10 Other5 61 85 37 Total Americas (31) $ 7,937 $ 9,753

A-1

Page 128 of 150 EXHIBIT A (cont.) GS Loan Partners, L.P. ($ in millions) Realized & Initial Final Invested Estimated Gross Investment Harvest Dollars as of Value as of 1 Unlevered Company Name Industry Date Date 9/30/12 9/30/12 IRR2 Europe Ahlsell Sverige AB Manufacturing/Industrial 05/2012 -- $ 138 $ 145 NM3 Alliance Boots Holdings Limited Healthcare 06/2008 -- 510 651 7% Ambea AB Healthcare 03/2010 -- 144 157 4 Autobar Group Ltd Services/Distribution 10/2010 244 275 9 Brenntag Beteiligungs GmbH Services/Distribution 07/2008 07/2011 217 301 17 Com Hem AB Media/Communications 11/2011 -- 244 273 NM3 ConvaTec Inc. Healthcare 08/2008 -- 356 451 8 Dorna Sports, S.L. Leisure/Entertainment 03/2011 -- 273 306 8 Environmental Resources Management Services/Distribution 07/2011 -- 217 225 4 Foncia Groupe, S.A. Services/Distribution 08/2011 -- 160 169 5 Formula One Group Leisure/Entertainment 04/2012 -- 221 228 NM3 Groupe Vitalia Healthcare 07/2011 -- 180 188 4 ISS A/S Services/Distribution 09/2008 -- 209 293 10 Merlin Entertainments Group Leisure/Entertainment 07/2010 -- 361 415 7 Northgate Information Solutions Plc Services/Distribution 07/2008 -- 221 267 5 Picard Groupe, S.A. Consumer Products 10/2010 -- 213 237 8 Springer Science + Business Media S.A. Media/Communications 02/2010 -- 426 510 8 Wind Telecomunicazioni SpA Media/Communications 01/2011 -- 172 175 1 Wood Mackenzie Limited Services/Distribution 08/2012 -- 155 159 NM3 Ziggo B.V. Media/Communications 10/2008 04/2012 167 213 12 Foreign Currency Valuation Adjustment6 -- (23) ______Total Europe (20) $ 4,826 $ 5,615

Total Global Portfolio (51) $ 12,763 $ 15,367 34%

Net Investor IRR7 19-26%

Company names in boldface represent harvested investments 1. Realized proceeds include sales proceeds, fees, and interest received from investments, and exclude credit facility expense. Values are based upon available information and do not necessarily represent amounts which might ultimately be realized. Estimated value includes accrued interest receivable and accrued original issue discount. Affiliates of Goldman Sachs receive management fees (servicing fees) and are entitled to an incentive fee/override (supplemental servicing fees) on net gains from GSLP. Amounts set forth above are not reduced for such items. 2. Gross internal rate of return (“IRR”) on investments from initial investment date to date harvested or valued (before management fees, override and expenses charged to the applicable investing entity and not affected by the timing of investor contributions to, and distributions by, the applicable investing entity). Given the nature of this analysis, it is not practical to calculate a net IRR on an investment by investment basis and a net IRR would be lower. 3. Investment held for less than one year. 4. Investment fully exited in Q4 2012. 5. Includes three fully harvested portfolio companies. Realized proceeds include $13 million of break-up fees received from a proposed investment that was not consummated. 6. Foreign Currency Valuation Adjustment includes net realized/unrealized foreign exchange gains/losses on non-US dollar denominated investments arising from changes in exchange rates and realized/unrealized gains/losses on foreign exchange hedges, including the Fund’s credit facility. 7. 19% reflects the net IRR with regard to equity holders subject to full fees and 26% reflects the net IRR with regard to equity holders not subject to any fees. A-2

Page 129 of 150 EXHIBIT B

INFORMATION REQUIRED BY SECURITIES LAWS OF CERTAIN JURISDICTIONS

FOR ALL INVESTORS

IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERINGS, INCLUDING THE MERITS AND RISKS INVOLVED. THE OFFERED SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY SECURITIES COMMISSION OR REGULATORY AUTHORITY OF ANY U.S. OR NON-U.S. JURISDICTION. FURTHERMORE, NO SUCH AUTHORITY HAS CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THE OFFERED SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE SECURITIES LAWS OF ANY OTHER COUNTRY OR JURISDICTION, PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

THESE OFFERINGS OF OFFERED SECURITIES ARE BEING MADE IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, FOR OFFERS AND SALES OF SECURITIES WHICH DO NOT INVOLVE A PUBLIC OFFERING. NO PUBLIC OR OTHER MARKET WILL DEVELOP FOR THE OFFERED SECURITIES. THE OFFERED SECURITIES ARE NOT TRANSFERABLE WITHOUT THE PRIOR CONSENT OF THE GENERAL PARTNER AND SATISFACTION OF CERTAIN OTHER CONDITIONS, INCLUDING COMPLIANCE WITH UNITED STATES SECURITIES LAWS.

INVESTMENT IN THE OFFERED SECURITIES MAY ALSO BE SUBJECT TO A NUMBER OF LOCAL JURISDICTIONAL RESTRICTIONS, INCLUDING CURRENCY EXCHANGE LAWS AND BANKING LAWS AND MAY BE SUBJECT TO DIFFERING TAX CONSEQUENCES WHICH MAY SIGNIFICANTLY AFFECT AN INVESTOR’S RETURN. INVESTORS SHOULD CONSULT WITH THEIR LEGAL AND TAX ADVISERS WITH RESPECT TO ANY SUCH RESTRICTIONS OR CONSEQUENCES PRIOR TO INVESTING IN THE ISSUER. THIS OFFERING MEMORANDUM IS INTENDED ONLY FOR THE USE OF THE PERSON TO WHOM IT IS ADDRESSED. THE RECIPIENT OF THIS OFFERING MEMORANDUM IS RESPONSIBLE FOR ENSURING THAT THIS OFFERING MEMORANDUM IS KEPT CONFIDENTIAL AND IS NOT COPIED OR GIVEN TO ANY OTHER PERSON. OFFERED SECURITIES ARE NOT AVAILABLE FOR PURCHASE BY ANY PERSON OTHER THAN THE RECIPIENT OF THIS OFFERING MEMORANDUM.

FOR RESIDENTS OF CANADA ONLY

RESIDENTS OF CANADA SHOULD CAREFULLY REVIEW THE CANADIAN OFFERING MEMORANDUM FOR IMPORTANT INFORMATION REGARDING THE OFFERED SECURITIES.

FOR RESIDENTS OF THE CAYMAN ISLANDS ONLY

THIS IS NOT AN OFFER OR INVITATION TO THE PUBLIC IN THE CAYMAN ISLANDS TO SUBSCRIBE FOR OFFERED SECURITIES.

FOR RESIDENTS OF CHINA ONLY

THE OFFERED SECURITIES OFFERED HEREBY MAY NOT BE OFFERED OR SOLD DIRECTLY OR INDIRECTLY TO THE PUBLIC IN THE PEOPLE’S REPUBLIC OF CHINA (“CHINA”) AND NEITHER

B-1

Page 130 of 150 THIS OFFERING MEMORANDUM, WHICH HAS NOT BEEN SUBMITTED TO THE CHINESE SECURITIES AND REGULATORY COMMISSION, NOR ANY OFFERING MATERIAL OR INFORMATION CONTAINED HEREIN RELATING TO THE OFFERED SECURITIES, MAY BE SUPPLIED TO THE PUBLIC IN THE CHINA OR USED IN CONNECTION WITH ANY OFFER FOR THE SUBSCRIPTION OR SALE OF OFFERED SECURITIES TO THE PUBLIC IN CHINA. THE OFFERED SECURITIES MAY ONLY BE OFFERED OR SOLD TO CHINESE INSTITUTIONS THAT ARE AUTHORIZED TO ENGAGE IN THE FOREIGN EXCHANGE BUSINESS AND OFFSHORE INVESTMENT FROM OUTSIDE OF CHINA. CHINESE INVESTORS MAY BE SUBJECT TO FOREIGN EXCHANGE CONTROL APPROVAL AND FILING REQUIREMENTS UNDER THE RELEVANT CHINESE FOREIGN EXCHANGE REGULATIONS.

THE INFORMATION CONTAINED IN THIS OFFERING MEMORANDUM WILL NOT CONSTITUTE AN OFFER TO SELL ANY SECURITIES WITHIN THE PEOPLE’S REPUBLIC OF CHINA (WHICH, FOR SUCH PURPOSES, DOES NOT INCLUDE THE HONG KONG OR MACAU SPECIAL ADMINISTRATIVE REGIONS OR TAIWAN) (THE “PRC”). THIS OFFERING MEMORANDUM OR THE INFORMATION CONTAINED HEREIN HAVE NOT BEEN APPROVED, VERIFIED BY OR REGISTERED WITH ANY RELEVANT GOVERNMENTAL AUTHORITIES IN THE PRC AND MAY NOT BE OFFERED TO SELL IN THE PRC. PRC INVESTORS ARE RESPONSIBLE FOR OBTAINING ALL RELEVANT GOVERNMENT REGULATORY APPROVALS AND LICENSES, VERIFICATION AND / OR REGISTRATIONS THEMSELVES, INCLUDING, BUT NOT LIMITED TO, ANY WHICH MAY BE REQUIRED FROM THE NATIONAL DEVELOPMENT AND REFORM COMMISSION, THE MINISTRY OF COMMERCE, THE STATE ADMINISTRATION OF FOREIGN EXCHANGE, THE CHINA BANKING REGULATORY COMMISSION, AND / OR THE CHINA SECURITIES REGULATORY COMMISSION, AND COMPLYING WITH ALL RELEVANT PRC REGULATIONS, INCLUDING, BUT NOT LIMITED TO, ANY RELEVANT FOREIGN EXCHANGE REGULATIONS AND / OR FOREIGN INVESTMENT REGULATIONS.

FOR RESIDENTS OF DENMARK ONLY

THIS OFFERING MEMORANDUM HAS NOT BEEN FILED WITH OR APPROVED BY THE DANISH FINANCIAL SUPERVISORY AUTHORITY OR ANY OTHER REGULATORY AUTHORITY IN THE KINGDOM OF DENMARK.

THE OFFERED SECURITIES HAVE NOT BEEN OFFERED OR SOLD AND MAY NOT BE OFFERED, SOLD OR DELIVERED DIRECTLY OR INDIRECTLY IN DENMARK, UNLESS IN COMPLIANCE WITH CHAPTER 6 OR CHAPTER 12 OF THE DANISH ACT ON TRADING IN SECURITIES AND EXECUTIVE ORDERS ISSUED PURSUANT THERETO AS AMENDED FROM TIME TO TIME.

FOR RESIDENTS OF FINLAND ONLY

THE OFFERED SECURITIES MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, TO ANY RESIDENT OF THE REPUBLIC OF FINLAND OR IN THE REPUBLIC OF FINLAND, EXCEPT PURSUANT TO APPLICABLE FINNISH LAWS AND REGULATIONS. SPECIFICALLY, THE OFFERED SECURITIES MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, TO ANY RESIDENT OF THE REPUBLIC OF FINLAND OR IN THE REPUBLIC OF FINLAND, OTHER THAN TO PROFESSIONAL INVESTORS, AS DEFINED UNDER THE FINNISH INVESTMENT FUNDS ACT OF 1999 AND NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, TO THE PUBLIC IN THE REPUBLIC OF FINLAND AS DEFINED IN THE FINNISH SECURITIES MARKET ACT OF 1989. THIS OFFERING MEMORANDUM MAY NOT BE DISTRIBUTED IN THE REPUBLIC OF FINLAND, OTHER THAN (I) TO A LIMITED NUMBER OF PRE-SELECTED PROFESSIONAL INVESTORS AS DEFINED UNDER THE FINNISH INVESTMENT FUNDS ACT OR (II) TO AN UNLIMITED NUMBER OF QUALIFIED INVESTORS AS DEFINED UNDER THE FINNISH SECURITIES MARKET ACT OF 1989; PROVIDED THAT SUCH QUALIFIED INVESTORS QUALIFY ALSO AS PROFESSIONAL INVESTORS AS DEFINED UNDER THE FINNISH INVESTMENT FUNDS ACT AND THE FINNISH SECURITIES MARKET ACT OR, (III) PROVIDED THAT THE OFFERED SECURITIES MAY ONLY BE ACQUIRED FOR A CONSIDERATION OF NOT LESS THAN 50,000 EURO OR IN DENOMINATIONS OF NOT LESS THAN 50,000 EURO PER INVESTOR, TO AN UNLIMITED NUMBER OF PRE-SELECTED PROFESSIONAL

B-2

Page 131 of 150 INVESTORS AS DEFINED UNDER THE FINNISH INVESTMENT FUNDS ACT, WHEREFORE THE OFFER OF THE OFFERED SECURITIES DOES NOT CONSTITUTE A PUBLIC OFFER AS DEFINED IN THE FINNISH SECURITIES MARKET ACT.

FOR RESIDENTS OF GERMANY ONLY

THE LIMITED PARTNERSHIP INTERESTS HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE FEDERAL SUPERVISORY AUTHORITY FOR FINANCIAL SERVICES (BUNDESANSTALT FÜR FINANDIENSTLEISUNGSAUFSICHT). THE LIMITED PARTNERSHIP INTERESTS MUST NOT BE DISTRIBUTED WITHIN GERMANY BY WAY OF PUBLIC OFFER, PUBLIC ADVERTISEMENT OR IN ANY SIMILAR MANNER. THIS OFFERING MEMORANDUM AND ANY OTHER MARKETING MATERIALS RELATING TO THE LIMITED PARTNERSHIP INTERESTS AS WELL AS INFORMATION CONTAINED THEREIN MAY NOT BE SUPPLIED TO THE PUBLIC IN GERMANY OR USED IN CONNECTION WITH ANY OFFER FOR SUBSCRIPTION OF THE LIMITED PARTNERSHIP INTERESTS TO THE PUBLIC IN GERMANY AND MAY NOT BE DISTRIBUTED TO ANY PERSON OR ENTITY OTHER THAN THE RECIPIENTS HEREOF.

FOR RESIDENTS OF JAPAN ONLY

THE OFFERED SECURITIES CONSTITUTE SECURITIES UNDER THE FINANCIAL INSTRUMENTS AND EXCHANGE LAW OF JAPAN (LAW NO. 25 OF 1948, AS AMENDED, THE “FIEL”). THE OFFERED SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE FIEL. THE OFFERED SECURITIES MAY NOT BE OFFERED OR SOLD IN JAPAN OR TO, OR FOR THE BENEFIT OF, ANY RESIDENT OF JAPAN OR TO OTHERS FOR RE-OFFERING OR RE-SALE, DIRECTLY OR INDIRECTLY, IN JAPAN OR TO, OR FOR THE BENEFIT OF, ANY RESIDENT OF JAPAN, EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF, AND OTHERWISE IN COMPLIANCE WITH, THE FIEL AND ANY OTHER APPLICABLE LAWS, REGULATIONS AND MINISTERIAL GUIDELINES OF JAPAN. AS USED IN THIS PARAGRAPH, THE TERM “RESIDENT OF JAPAN” MEANS ANY NATURAL PERSON HAVING HIS PLACE OF DOMICILE OR RESIDENCE IN JAPAN, OR ANY CORPORATION OR OTHER ENTITY ORGANIZED UNDER THE LAWS OF JAPAN OR HAVING ITS MAIN OFFICE IN JAPAN.

IN PARTICULAR, THIS SOLICITATION OF AN OFFER OF ACQUISITION RELATING TO ISSUANCE OF THE INTEREST FALLS WITHIN THE “SOLICITATION FOR SMALL NUMBER INVESTORS, ETC.,” AS DEFINED UNDER PARAGRAPH 3, ARTICLE 23-13 OF THE FIEL AND NO SECURITIES REGISTRATION STATEMENT, PURSUANT TO THE PROVISIONS OF PARAGRAPH 1 OF ARTICLE 4 OF THE FIEL, HAS BEEN FILED OR WILL BE FILED REGARDING THIS SOLICITATION OF AN OFFER. THE INTEREST FALLS WITHIN THE RIGHTS SET FORTH IN ITEM 6, PARAGRAPH 2, ARTICLE 2 OF THE FIEL.

FOR RESIDENTS OF THE NETHERLANDS ONLY

THE OFFERED SECURITIES IN THE ISSUER ARE NOT AND MAY NOT BE OFFERED IN THE NETHERLANDS, UNLESS ONE OR SEVERAL OF THE FOLLOWING APPLY:

(A) THE OFFER IS MADE ONLY TO QUALIFIED INVESTORS WITHIN THE MEANING OF THE DUTCH FINANCIAL MARKETS SUPERVISION ACT “THE FMSA” (WET OP HET FINANCIEEL TOEZICHT), OR

(B) THE OFFER IS MADE TO FEWER THAN 100 PERSONS, NOT BEING QUALIFIED INVESTORS WITHIN THE MEANING OF THE FMSA, OR

B-3

Page 132 of 150 PURSUANT TO THE FMSA, THE ISSUER AND ITS GENERAL PARTNER DO NOT REQUIRE A LICENSE WITH RESPECT TO THE OFFERING AND THEY ARE NOT SUPERVISED BY THE DUTCH AUTHORITY FOR THE FINANCIAL MARKETS WITH RESPECT THERETO.

FOR RESIDENTS OF NORWAY ONLY

THIS OFFERING MEMORANDUM HAS NOT BEEN PRODUCED IN ACCORDANCE WITH THE PROSPECTUS REQUIREMENTS LAID DOWN OR WITH LEGAL BASIS IN THE NORWEGIAN SECURITIES TRADING ACT 1997 OR IN THE NORWEGIAN SECURITIES FUND ACT 1981. THIS OFFERING MEMORANDUM HAS NOT BEEN APPROVED OR DISAPPROVED BY, OR REGISTERED WITH, THE OSLO STOCK EXCHANGE, KREDITTILSYNET NOR THE NORWEGIAN REGISTRY OF BUSINESS ENTERPRISES.

THE OFFER TO PARTICIPATE IN THE SUBSCRIPTION CONTAINED IN THIS OFFERING MEMORANDUM IS ONLY AND EXCLUSIVELY DIRECTED TO THE ADDRESSEES OF THIS OFFER AND CAN NOT BE DISTRIBUTED, OFFERED OR PRESENTED, EITHER DIRECTLY ON INDIRECTLY TO OTHER PERSONS OR ENTITIES DOMICILED IN NORWAY WITHOUT THE CONSENT OF THE GOLDMAN SACHS.

FOR RESIDENTS OF SOUTH KOREA ONLY

NEITHER THE ISSUER NOR THE COLLATERAL SERVICER IS MAKING ANY REPRESENTATION WITH RESPECT TO THE ELIGIBILITY OF ANY RECIPIENTS OF THIS OFFERING MEMORANDUM TO ACQUIRE THE OFFERED SECURITIES UNDER THE LAWS OF KOREA, INCLUDING BUT WITHOUT LIMITATION THE FOREIGN EXCHANGE TRANSACTION ACT AND REGULATIONS THEREUNDER. THE OFFERED SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES AND EXCHANGE ACT OF KOREA OR THE INDIRECT INVESTMENT ASSET MANAGEMENT BUSINESS ACT OF KOREA, AND NONE OF THE OFFERED SECURITIES MAY BE OFFERED, SOLD OR DELIVERED, OR OFFERED OR SOLD TO ANY PERSON FOR RE-OFFERING OR RESALE, DIRECTLY OR INDIRECTLY, IN KOREA OR TO ANY RESIDENT OF KOREA EXCEPT PURSUANT TO APPLICABLE LAWS AND REGULATIONS OF KOREA.

FOR RESIDENTS OF SWEDEN ONLY

THE ISSUER DOES NOT CONSTITUTE AN INVESTMENT FUND (SW. FONDFÖRETAG) UNDER SWEDISH LAW. ACCORDINGLY, THE ISSUER HAS NOT BEEN REGISTERED WITH THE FINANCIAL SUPERVISORY AUTHORITY (SW. FINANSINSPEKTIONEN), PURSUANT TO THE SWEDISH INVESTMENT FUNDS ACT 2004 (SW. LAG (2004:46) OM INVESTERINGSFONDER). ACCORDINGLY, THE OFFERED SECURITIES DESCRIBED HEREIN MAY NOT BE MARKETED OR SOLD IN SWEDEN FOR THE PURPOSE OF THE INVESTMENT FUNDS ACT AND APPLICATIONS TO SUBSCRIBE OR REDEEM OFFERED SECURITIES IN THE ISSUER WILL ONLY BE CONSIDERED IF SENT DIRECTLY TO THE ISSUER OUTSIDE SWEDEN. NEITHER THE OFFERED SECURITIES NOR THIS OFFERING MEMORANDUM MAY BE DISTRIBUTED IN CIRCUMSTANCES THAT WOULD REQUIRE A PROSPECTUS TO BE PREPARED PURSUANT TO THE SWEDISH FINANCIAL INSTRUMENTS TRADING ACT (SW. LAGEN (1991:980) OM HANDEL MED FINANSIELLA INSTRUMENT). THIS MEANS THAT AN OFFER OF SECURITIES MAY ONLY BE MADE UNDER THE FOLLOWING CIRCUMSTANCES: (A) THE OFFER IS ADDRESSED TO QUALIFIED INVESTORS; (B) THE OFFER IS ADDRESSED TO FEWER THAN 100 NATURAL OR LEGAL PERSONS PER MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, OTHER THAN QUALIFIED INVESTORS; (C) THE OFFER IS ADDRESSED TO INVESTORS WHO ACQUIRE SECURITIES FOR A TOTAL CONSIDERATION OF AT LEAST EUR 50,000 PER INVESTOR; (D) THE DENOMINATION PER UNIT OF THE SECURITIES OFFERED AMOUNTS TO AT LEAST EUR 50,000; OR (E) THE TOTAL CONSIDERATION OF THE OFFER IN ANY 12-MONTH PERIOD IS NOT MORE THAN EUR 1,000,000; OR (F) THE SECURITIES OFFERED ARE PROMISSORY NOTES WITH A MATURITY OF LESS THAN ONE YEAR. FOR THESE PURPOSES THE TERM “QUALIFIED INVESTORS” MEANS: (1) LEGAL ENTITIES WHICH ARE AUTHORISED TO ACT ON THE FINANCIAL MARKETS; (2) LEGAL ENTITIES WHOSE CORPORATE

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Page 133 of 150 PURPOSE IS SOLELY TO INVEST IN FINANCIAL INSTRUMENTS; (3) NATIONAL AND REGIONAL GOVERNMENTS, CENTRAL BANKS, THE EUROPEAN CENTRAL BANK, THE EUROPEAN INVESTMENT BANK, THE INTERNATIONAL MONETARY FUND AND OTHER SIMILAR SUPRANATIONAL INSTITUTIONS; (4) LEGAL PERSONS WHICH ACCORDING TO EACH OF THEIR LAST TWO ANNUAL OR CONSOLIDATED ACCOUNTS, MEET AT LEAST TWO OF THE FOLLOWING THREE CRITERIA: (A) AN AVERAGE NUMBER OF EMPLOYEES DURING THE FINANCIAL YEAR OF AT LEAST 250; (B) A TOTAL BALANCE SHEET EXCEEDING EUR 43,000,000; AND (C) AN ANNUAL NET TURNOVER EXCEEDING EUR 50,000,000; AND (5) NATURAL PERSONS, IF THEY ARE CONSIDERED AS QUALIFIED INVESTORS BY ANOTHER EEA MEMBER STATE, AND OTHER LEGAL PERSONS. ACCORDINGLY, THE OFFERING MEMORANDUM HAS NOT BEEN, NOR WILL IT BE, REGISTERED OR APPROVED BY THE SWEDISH FINANCIAL SUPERVISORY AUTHORITY.

FOR RESIDENTS OF SWITZERLAND ONLY

THE SECURITIES OFFERED HAVE NOT BEEN OFFERED OR SOLD, AND WILL NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, TO ANY INVESTORS OTHER THAN ON A NON PUBLIC BASIS AND THE OFFERED SECURITIES HAVE NOT BEEN, AND WILL NOT BE, APPROVED BY ANY SWISS REGULATORY AUTHORITY. THE OFFERING CIRCULARS DO NOT CONSTITUTE PROSPECTUSES WITHIN THE MEANING OF ARTICLE 652A OR ARTICLE 1156 OF THE SWISS CODE OF OBLIGATIONS (SCHWEIZERISCHES OBLIGATIONENRECHT, CODE SUISSE DES OBLIGATIONS). NO LISTING OF THE SECURITIES ON THE SWX SWISS EXCHANGE OR ON ANY OTHER REGULATED SECURITIES MARKET IN SWITZERLAND HAS BEEN APPLIED FOR. THE ISSUER AND THE OFFERED SECURITIES HAVE NOT BEEN REGISTERED WITH THE SWISS FINANCIAL MARKET SUPERVISORY AUTHORITY (FINMA) UNDER THE SWISS FEDERAL LAW ON COLLECTIVE INVESTMENT SCHEMES AS FOREIGN COLLECTIVE PLACEMENT SCHEME AND CONSEQUENTLY THE INVESTOR PROTECTION GRANTED BY THE SWISS FEDERAL LAW ON COLLECTIVE INVESTMENT SCHEMES DOES NOT APPLY.

ACCORDINGLY, THE OFFERING CIRCULARS AND ANY OTHER DOCUMENT OR MATERIAL IN CONNECTION WITH THE OFFER OR SALE, OR INVITATION FOR SUBSCRIPTION OR PURCHASE, OF OFFERED SECURITIES MAY NOT BE CIRCULATED, DISSEMINATED OR DISTRIBUTED, NOR MAY OFFERED SECURITIES BE OFFERED, DISTRIBUTED OR SOLD, OR BE MADE THE SUBJECT OF AN INVITATION FOR SUBSCRIPTION OR PURCHASE, WHETHER DIRECTLY OR INDIRECTLY, TO PERSONS IN SWITZERLAND OTHER THAN A QUALIFIED INVESTOR UNDER ARTICLE 10 (3) AND (4) OF THE SWISS FEDERAL LAW ON COLLECTIVE INVESTMENT SCHEMES AND ARTICLE 6 OF THE FEDERAL ORDINANCE ON COLLECTIVE INVESTMENT SCHEMES.

FOR RESIDENTS OF THE UNITED KINGDOM ONLY

FOR PURPOSES OF DISTRIBUTION IN OR FROM THE UNITED KINGDOM, THIS OFFERING MEMORANDUM IS ISSUED BY GOLDMAN SACHS INTERNATIONAL, REGULATED BY THE FINANCIAL SERVICES AUTHORITY. IT IS FOR THE EXCLUSIVE USE OF THE PERSONS TO WHOM IT IS ADDRESSED AND THEIR ADVISORS IN CONNECTION WITH THE PROPOSED SALE OF OFFERED SECURITIES AND IS BEING MADE AVAILABLE FOR INFORMATION PURPOSES ONLY TO A LIMITED NUMBER OF PARTIES WHO HAVE EXPRESSED A PRELIMINARY INTEREST IN ACQUIRING OFFERED SECURITIES.

THIS OFFERING MEMORANDUM IS CONFIDENTIAL AND, EXCEPT WITH THE CONSENT OF THE GENERAL PARTNER, MUST NOT BE COPIED, DISCLOSED OR DISTRIBUTED TO ANY OTHER PERSON OR USED FOR ANY PURPOSE OTHER THAN IN CONNECTION WITH THE RECIPIENT’S PROPOSED ACQUISITION OF OFFERED SECURITIES.

NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, NOT CONTAINED HEREIN IS OR WILL BE GIVEN BY THE GENERAL PARTNER, THE ISSUER OR ANY OTHER PERSON AS TO THE

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Page 134 of 150 ACCURACY OR COMPLETENESS OF THE INFORMATION AND OPINIONS CONTAINED HEREIN OR SUPPLIED HEREWITH OR SUBSEQUENTLY.

THE RECEIPT OF THIS OFFERING MEMORANDUM BY ANY PERSON, ANY INFORMATION CONTAINED HEREIN OR SUPPLIED HEREWITH OR SUBSEQUENTLY COMMUNICATED TO ANY PERSON IN CONNECTION WITH THE PROPOSED PLACING OF OFFERED SECURITIES IS NOT TO BE TAKEN AS CONSTITUTING THE GIVING OF INVESTMENT ADVICE BY THE GENERAL PARTNER OR ITS AFFILIATE, GOLDMAN SACHS INTERNATIONAL, TO ANY SUCH PERSON. EACH SUCH PERSON SHOULD MAKE ITS OWN INDEPENDENT ASSESSMENT OF THE MERITS OR OTHERWISE OF ACQUIRING OFFERED SECURITIES AND SHOULD TAKE ITS OWN PROFESSIONAL ADVICE.

THE ISSUER IS AN UNREGULATED COLLECTIVE INVESTMENT SCHEME FOR THE PURPOSES OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 AND THIS OFFERING MEMORANDUM IS DIRECTED ONLY AT (I) PERSONS WHO HAVE PROFESSIONAL EXPERIENCE OF PARTICIPATING IN SUCH UNREGULATED SCHEMES, (II) PERSONS FALLING WITHIN ARTICLE 22 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (PROMOTION OF COLLECTIVE INVESTMENT SCHEMES) (EXEMPTIONS) ORDER 2001 (AS AMENDED) (“HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC”), (III) PERSONS WHO FALL WITHIN COBS 4.12.1R OF THE FSA’S CONDUCT OF BUSINESS RULES FOR THE PURPOSES OF AN INVESTMENT IN THE ISSUER; OR (IV) PERSONS TO WHOM THIS OFFERING MEMORANDUM MAY OTHERWISE LAWFULLY BE COMMUNICATED BY GOLDMAN SACHS INTERNATIONAL (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “RELEVANT PERSONS”). THIS COMMUNICATION MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS COMMUNICATION RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

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Page 135 of 150 Principal Office of the Issuer

Broad Street Loan Partners 2013 Europe, L.P. 2 Rue du Fosse L-1536 Luxembourg

Trustee, Collateral Agent, Collateral Servicer Note Agent

The Bank of New York Mellon Goldman, Sachs & Co. 601 Travis Street, 16th Floor 200 West Street Houston, Texas 77002 New York, NY 10282

Legal Advisors

To the Issuer and the Collateral Servicer To the Issuer as to Scots law

Fried Frank Harris Shriver & Jacobson LLP Burness Paull & Williamsons LLP One New York Plaza 50 Lothian Road New York, New York 10004 Festival Square Edinburgh Jones Day LLP EH3 9WJ 222 East 41st Street United Kingdom New York, NY 10017

8826238.35

Page 136 of 150 CONFIDENTIAL

BROAD STREET LOAN PARTNERS 2013 EUROPE, L.P.

Class A-1 Notes Class A-2 Notes Limited Partnership Interests Offering Memorandum Supplement The date of this Supplement is May 2013

This supplement (this “Supplement”) supplements and modifies certain information contained in the Confidential Offering Memorandum of Broad Street Loan Partners 2013 Europe, L.P. (the “Issuer”) dated February 2013 (as amended and supplemented from time to time, the “Memorandum”). The information in this Supplement supersedes all conflicting or otherwise inconsistent information contained in the Memorandum but is qualified in its entirety by the limited partnership agreement of the Issuer (the “Partnership Agreement”) or the Note Issuance Documents and the other governing documents of the Issuer. Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Memorandum. This Supplement does not contain a complete description of the Issuer, the Class A-1 Notes, the Class A-2 Notes, the Limited Partnership Interests or the other matters appearing in the Memorandum, and should be read in conjunction with the Memorandum.

Initial Closing. The Loan Partners 2013 Issuers expect to hold an initial closing for the Class A Notes, and the Limited Partnership Interests (such Closing, the “Initial Closing”) in June 2013. It is currently expected that there will be additional closings of the Loan Partners 2013 Issuers in order to admit additional Limited Partners, to accept increased commitments from existing Limited Partners and / or accept additional commitments with respect to Class A Notes.

Servicing Fee and Supplemental Servicing Fee.

(a) Notwithstanding anything to the contrary in Section II: “Summary of Terms of the Offered Securities – Servicing Fee and Supplemental Servicing Fee,” the Servicing Fee for each Limited Partner will equal 1.5% per annum on the Net Invested Capital throughout the term of the Issuer.

“Net Invested Capital” means, with respect to a Limited Partner, the aggregate equity capital invested by the Issuer on behalf of such Limited Partner, including any reinvested capital, but reduced to account for fully or partially harvested investments; provided that, for the avoidance of doubt, such amount shall not in any event exceed such Limited Partner’s LP Commitment Amount.

If a Collateral Obligation is written down to zero value, each Limited Partner will not be liable for any Servicing Fee with respect to such Collateral Obligation, for the period of time that such Collateral Obligation is written down to zero value.

(b) As noted in Section II: “Summary of Terms of the Offered Securities – Servicing Fee and Supplemental Servicing Fee,” the Servicing Fee and / or Supplemental Servicing Fee may be reduced or waived with respect to certain Limited Partners. Such Limited Partners may include, without limitation,

Page 137 of 150 any Limited Partners that have engaged (or whose Affiliates have engaged) the Collateral Servicer or an Affiliate of the Collateral Servicer in connection with one or more separate accounts or single investor funds.

Distributions. The amount and timing of distributions from the Issuer to each Limited Partner shall be at the discretion of the General Partner. Without limiting the generality of the foregoing, the General Partner intends to make quarterly distributions of any cash proceeds from current income net of amounts (i) to be reinvested, and (ii) to be used or reserved for Partnership Expenses, liabilities (including any required tax withholdings and the repayment of any debt and / or to comply with the terms of any indebtedness), and other obligations.

Term. Notwithstanding anything to the contrary in Section II: “Summary of Terms of the Offered Securities – Term of Issuer” of the Memorandum, the term of the Issuer will be eight years after the expiration of the LP Commitment Period, subject to the General Partner’s right to liquidate the Issuer at any time and to extend the term of the Issuer for up to two successive one-year periods with the approval of the Investment Advisory Committee as described in the Memorandum. Upon request of the General Partner and approval of Limited Partners representing at least 50% of the LP Aggregate Commitment Amount (excluding Affiliated Limited Partners (as defined below) and any defaulting Limited Partners), the term of the Issuer may be further extended.

Irish Listing. Notwithstanding anything to the contrary in Section II: “Summary of Terms of the Offered Securities – Form of Class A Notes” of the Memorandum, the Issuer shall use its commercially reasonable efforts to seek to obtain on or prior to the Final Notes Closing Date, and maintain thereafter, the listing of the Class A Notes on the Irish Stock Exchange or another securities exchange in the European Union; provided, however, the Issuer will have the right to de-list such Class A Notes to prevent the Issuer from being subject to income tax on a net income basis imposed by the United States (or any political subdivision thereof or taxing authority therein) or any payments on the Class A Notes being subject to any withholding tax imposed by the United States (or any political subdivision thereof or taxing authority therein).

Events of Default. In addition to the occurrences described in Section II: “Summary of Terms of the Offered Securities – Events of Default” of the Memorandum, the occurrence of any of the following will also constitute an “Event of Default” with respect to the Class A Notes:

 the Issuer or any Qualified Co-Issuer becomes an investment company required to be registered under the Investment Company Act; or

 a default in the performance or breach of the Asset Coverage Ratio and the continuation of such default or breach for a period of 60 days after notice of default has been delivered to the Issuer and the Collateral Servicer. The “Asset Coverage Ratio” shall mean, any time, the ratio (expressed as a percentage) of (x) the sum of (i) the aggregate principal amount of all Non- Defaulted Obligations, plus (ii) the aggregate principal amount of all Defaulted Obligations multiplied by the applicable Moody’s Priority Category Recovery Rate in respect of such Defaulted Obligations, plus (iii) the unfunded LP Commitments to (y) the aggregate principal amount of all outstanding Secured Debt (minus Cash and Permitted Investments of the Issuer and the Qualified Co-Issuers).

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Page 138 of 150 Other Permitted Indebtedness. Notwithstanding anything to the contrary in Section II: “Summary of Terms of the Offered Securities — Other Permitted Indebtedness” of the Memorandum, the amount of limited recourse indebtedness that may be incurred to finance the acquisition of Collateral Obligations shall not exceed 20% of the Total Commitment Amount and such indebtedness shall not have recourse to the Available LP Commitments of the Limited Partners.

Priority of Payments. Notwithstanding anything to the contrary in Section II: “Summary of Terms of the Offered Securities — Priority of Payments (No Event of Default)” of the Memorandum, the Second and Third priority described therein shall be reversed, so that they provide as follows:

“Second: to pay the fees and expenses and indemnities of the Trustee, the Collateral Agent, the Note Agent and the LP Agent under each of the Indenture, the Class A Note Purchase Agreement (or, in the event any of the Class A Notes are issued under one or more credit agreements, such credit agreements) and the related security documents, and the Paying Agent Agreement (collectively, the “Transaction Documents”);

Third: to pay all amounts (including margin calls and any payments on termination) then due and payable to counterparties under Eligible Hedging Agreements;”

Notwithstanding anything to the contrary in Section II: “Summary of Terms of the Offered Securities — Priority of Payments (After Event of Default)” of the Memorandum, the Second, Third and Fourth priority described therein shall be replaced with the following:

“Second: to pay the fees and expenses and indemnities of the Trustee, the Collateral Agent, the Note Agent and the LP Agent under each Transaction Document;

Third: to pay all amounts (including margin calls and any payments on termination) then due and payable to counterparties under Eligible Hedging Agreements;

Fourth: to pay other administrative expenses consisting of fees, expenses and indemnities of loan servicing affiliates of the Issuer or the directors of the General Partner of the Issuer in an amount not to exceed the Issuer’s Ratable Portion of $25 million in the aggregate in any period of twelve consecutive calendar months;”

Sale, Transfer or Assignment of Notes. Notwithstanding anything to the contrary in Section II: “Summary of Terms of the Offered Securities – Sale, Transfer or Assignation of Notes,” Class A Notes or beneficial interest therein may only be sold or transferred (including, without limitation, by pledge or hypothecation) by a Class A Holder with the consent of the Collateral Servicer; provided, that such consent shall not to be unreasonably withheld in connection with such a transfer by a Class A Holder (i) on or prior to the expiration of the Delayed Draw Period or the Revolving Period, as applicable, to any Affiliates of such Class A Holder (provided that, any such Affiliate shall demonstrate that it is financially capable of honoring the transferred Class A Commitment to the reasonable satisfaction of the Collateral Servicer) or to any other Class A Holder or Limited Partner, and (ii) after the expiration of the Delayed Draw Period or Revolving Period, as applicable, to any Person other than a Competitor. U.S. Commodity Exchange Act. The General Partner is not registered with the CFTC as a commodity pool operator and will be exempt from such registration in respect of the Issuer pursuant to Rule 4.13(a)(3)

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Page 139 of 150 under the Commodity Exchange Act because (i) the Limited Partnership Interests are exempt from registration under the Securities Act, and are being offered and sold without marketing to the public in the United States; (ii) the Issuer will at all times meet the trading limits of Rule 4.13(a)(3)(ii) with respect to any “commodity interest” positions; (iii) the General Partner reasonably believes that each person who participates in the Issuer will be an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act; and (iv) the Limited Partnership Interests will not be marketed as or in a vehicle for trading in the commodity futures or commodity options markets. The trading limits of Rule 4.13(a)(3)(ii) could potentially adversely impact returns of the Issuer. Further, the General Partner is not required to deliver to Class A Holders and Limited Partners certified annual reports and a disclosure document that are otherwise required to be delivered pursuant to the Commodity Exchange Act. Such materials would contain certain disclosures required thereby that may not be included herein or in the reports to be provided to Class A Holders and Limited Partners by the Issuer. Performance Targets and GSLP Returns. Any performance targets for the Issuer and any information relating to GSLP returns provided in the Memorandum (including in Exhibit A) are not meant to be a prediction, projection or assurance that past performance will recur or as a guarantee of actual returns.

An investment in the Issuer will involve substantial risks and there are conflicts of interest. Prospective investors should consider these factors carefully before purchasing LP Interests. Please see Section VI: “Risks and Potential Conflicts of Interest” in the Memorandum. Investors are advised to retain this Supplement for further reference. ______The date of this Supplement is May 2013

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Page 140 of 150 CONFIDENTIAL

BROAD STREET LOAN PARTNERS 2013, L.P. BROAD STREET LOAN PARTNERS 2013 EUROPE, L.P. BROAD STREET LOAN PARTNERS 2013 ONSHORE, L.P. Class A-1 Notes Class A-2 Notes Limited Partnership Interests Offering Memorandum and Private Placement Memorandum Supplement The date of this Second Supplement is June 2013

This second supplement (this “Supplement”) supplements and modifies certain information contained in the Confidential Offering Memorandum or Private Placement Memorandum (as amended and supplemented from time to time, the “Memorandum”), as the case may be, of each of Broad Street Loan Partners 2013, L.P. (dated February 2013), Broad Street Loan Partners 2013 Europe, L.P. (dated February 2013) and Broad Street Loan Partners 2013 Onshore, L.P. (dated June 2013) (each, an “Issuer”). The information in this Supplement supersedes all conflicting or otherwise inconsistent information contained in the Memorandum but is qualified in its entirety by the limited partnership agreement of the Issuer (as amended from time to time, the “Issuer Partnership Agreement”) or the Note Issuance Documents and the other governing documents of the Issuer. Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Memorandum. This Supplement does not contain a complete description of the Issuer, the Class A-1 Notes, the Class A-2 Notes, the Limited Partnership Interests or the other matters appearing in the Memorandum, and should be read in conjunction with the Memorandum and the Offering Documents.

Initial Closing. The Loan Partners 2013 Issuers expect to hold an initial Closing (such Closing, the “Initial Closing”) in June 2013 with an aggregate commitment of approximately $1.0 billion with respect to Class A Notes and limited partnership interests. It is currently expected that there will be additional closings of the Loan Partners 2013 Issuers in order to admit additional limited partners, to accept increased capital commitments from existing limited partners and / or accept additional commitments with respect to Class A Notes. Removal of the General Partner and / or Collateral Servicer. A majority of the Investment Advisory Committee may now remove the General Partner and / or the Collateral Servicer. Such removal previously required an affirmative vote of the Limited Partners representing at least 50% of the LP Aggregate Commitment Amount. In that regard, the first two paragraphs of Section II: “Summary of Terms of the Offered Securities – Removal of the General Partner and / or the Collateral Servicer” of the Memorandum shall be replaced by the following: At any time, at a meeting duly called for such purpose (a “Removal Meeting”), the Investment Advisory Committee may, by the affirmative vote representing a majority of the members, remove the General Partner and / or the Collateral Servicer and appoint a successor general partner and / or a successor collateral servicer of the Issuer, as the case may be. Removal of the General Partner and / or the Collateral Servicer and appointment of successors is subject to certain

Page 141 of 150 additional procedures and requirements set forth in the Issuer Partnership Agreement. The General Partner is permitted to suspend capital calls, and the Collateral Servicer is permitted to suspend new investments, from the date a Removal Meeting is called until the date on which the General Partner and / or the Collateral Servicer, as the case may be, is removed. The Collateral Servicer may also resign as collateral servicer of the Issuer at any time upon 90 business days’ notice to the Issuer. If the Collateral Servicer is removed or resigns, the General Partner may also resign. Further, Section 4.04 of the Issuer Partnership Agreement has been amended to provide that the LP Commitment Period shall terminate following any removal of the General Partner and / or the Collateral Servicer in accordance with the provisions of the Issuer Partnership Agreement. Event of Default. The Indenture governing the Class A Notes has been amended; the removal of the General Partner and / or the Collateral Servicer is no longer an event of default. Instead, if the General Partner and / or the Collateral Servicer is removed, the LP Commitment Period would terminate and Class A Holders would not be obligated to make any additional advances on the Class A Notes. In the event of such removal, a Mandatory Prepayment Test will be thereafter deemed in effect. Additional Equity Investors. Notwithstanding the second sentence of Section II: “Summary of Terms of the Offered Securities – Additional Investor Commitment Drawdowns,” each Additional Investor in Limited Partnership Interests (an “Additional Equity Investor”) admitted at a subsequent LP Closing may be required to pay to the Issuer (which contribution will not reduce such Additional Equity Investor’s Available LP Commitment) an amount reflecting an interest factor equal to Prime plus two percent (2%) on that portion of investments, if any, made prior to the date of admission using capital contributions from Limited Partners. Separate Agreements with Limited Partners. The General Partner may, on behalf of the Partnership and subject to applicable law and Goldman Sachs policies, and without any further act, approval or vote of any Partner, enter into confidential side letters or similar agreements or other arrangements with Limited Partners that amend or supplement the economic, legal or other rights and obligations with respect to such Limited Partners’ investment in the Partnership. Such agreements may involve, among other matters: (i) different Servicing Fee arrangements, as applicable, based upon the size of capital commitments and / or leverage commitments, or engagement of the Collateral Servicer or an Affiliate of the Collateral Servicer in connection with one or more separate accounts or single investor funds, (ii) certain Limited Partners receiving information not ordinarily received by Limited Partners generally, (iii) the ability of certain Limited Partners to provide selected confidential information to regulators, (iv) modifications to the Subscription Agreement, and (v) agreements to permit representatives of certain Limited Partners to serve on the Investment Advisory Committee.

An investment in the Issuer will involve substantial risks and there are conflicts of interest. Prospective investors should consider these factors carefully before purchasing LP Interests. Please see Section VI: “Risks and Potential Conflicts of Interest” in the Memorandum.

Prospective investors should also review the enclosed comparisons that highlight amendments to the Offering Documents previously provided by Goldman Sachs. Investors are advised to retain this Supplement for further reference. ______The date of this Supplement is June 2013 - 2 -

Page 142 of 150 CONFIDENTIAL

This third supplement (this “Supplement”) supplements and modifies certain information contained in the Confidential Offering Memorandum or Private Placement Memorandum (as amended and supplemented from time to time, the “Memorandum”), as the case may be, of each of Broad Street Loan Partners 2013, L.P. (dated February 2013), Broad Street Loan Partners 2013 Europe, L.P. (dated February 2013) and Broad Street Loan Partners 2013 Onshore, L.P. (dated June 2013) (each, an “Issuer”). The information in this Supplement supersedes all conflicting or otherwise inconsistent information contained in the Memorandum of each Issuer but is qualified in its entirety by the limited partnership agreement of such Issuer (as amended from time to time, the “Issuer Partnership Agreement”) or the Note Issuance Documents and the other governing documents of such Issuer. Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Memorandum. This Supplement does not contain a complete description of each Issuer, the Class A-1 Notes, the Class A-2 Notes, the Limited Partnership Interests or the other matters appearing in the Memorandum, and should be read in conjunction with the Memorandum and the Offering Documents of such Issuer.

Allocation of Investment Opportunities. The Loan Partners 2013 Issuers expect to participate in investments alongside (x) Goldman Sachs, including vehicles that make Goldman Sachs balance sheet investments supported by a financing that is expected to be rated (the “Rated Structure”) and (y) managed accounts and separate accounts that are formed to make certain investments alongside the Loan Partners 2013 Issuers (collectively, the “Managed Accounts”). New investment opportunities that are appropriate for the Loan Partners 2013 Issuers will generally be allocated pro rata amongst the Loan Partners 2013 Issuers, the Rated Structure and the Managed Accounts based on capital committed or available to each such entity at the time of such investment decision. While Goldman Sachs expects to form a number of Managed Accounts from time to time, at this time none have been established, and Goldman Sachs currently intends to allocate appropriate opportunities equally as among the Loan Partners 2013 Issuers, on the one hand, and the Rated Structure, on the other. This preliminary allocation is expected to change as Managed Accounts are formed and / or terminated, as the Loan Partners 2013 Issuers hold additional LP Closings and / or as there is a change in the expected final capital commitments to the Loan Partners 2013 Issuers which would be available for investments relative to the expected capital committed or available to the Rated Structure and / or the Managed Accounts. It is expected, however, that (i) the participation in investments will vary as among such entities based upon relevant legal, tax, regulatory, investment mandate (including single investment size limits and geographic and industry concentration limits, among other factors) and such other

Page 143 of 150 considerations that the Collateral Servicer (in the case of the Loan Partners 2013 Issuers), Goldman Sachs (in the case of the Rated Structure) and / or Goldman Sachs and unaffiliated investors (in the case of Managed Accounts), deem appropriate, and (ii) the manner in which investments are structured may vary among such entities. In addition, it is possible that allocation of an opportunity may require incremental allocations if a Managed Account client declines a portion of the opportunity allocated to it and / or if one or more of the Loan Partners 2013 Issuers or the Rated Structure does not participate in such opportunity for legal, tax, regulatory or other reasons. Portfolio Investment Updates. Springer Science+Business Media S.A. The Loan Partners 2013 Issuers expect to invest approximately $60 million in the aggregate in the senior secured loans and private high yield mezzanine notes of Springer Science+Business Media S.A. and its affiliates (“Springer”), although they may invest a greater or lesser amount as determined by the Investment Committee. The investment is to support BC Partners’ acquisition of the company from EQT Partners AB and the Government of Singapore Investment Corporation. Springer is a company that Goldman Sachs knows well, including through the financing that the GS Mezzanine Partners group of funds has been providing to Springer since 2003. Springer, headquartered in Berlin, Germany, is the world’s second largest publisher of Science, Technology and Medicine (“STM”) journals by titles and the largest publisher of STM books, as well as the largest provider of specialist information in German-speaking countries. Springer publishes an extensive portfolio of academic books and journals, trade magazines, professional books, on-line services and product databases, with no significant reliance on any specific subject area or individual title. The company currently publishes approximately 2,000 journals and more than 7,000 books annually with a backlist of 40,000 titles, and operates approximately 70 publishing houses in over 20 countries worldwide. Springer is highly regarded in the industry with a reputation for (i) authoritative content, (ii) innovation in electronic products and (iii) a focus on both “value for money” and “extent of usage.” Between 2009 and 2012, the company’s EBITDA grew at a compound annual growth rate of 6%, driven by strong organic growth and improving margins due to a continued shift in business mix to higher-margin STM and on-line content. For the year ended December 31, 2012, Springer generated revenues and EBITDA of €979 million and €351 million, respectively.1 The GS Mezzanine Partners V family of funds (“GSMP V”) and certain unaffiliated co-investors are also investing up to $850 million in the private high yield notes of Springer.2 The Loan Partners 2013 Issuers transaction and the GSMP V transactions are subject to entering into definitive documentation which will provide for a number of regulatory and other conditions and there can be no assurance as to whether it will occur, and if so, as to the timing. The Loan Partners 2013 Issuers’ investment in the senior secured loans and GSMP V’s concurrent investment in the subordinated tranche of private high yield securities may create a potential perceived conflict of interests. The Loan Partners 2013 Issuers will hold a non-controlling investment in the senior secured loans. The aggregate principal amount of the senior secured loans of Springer is expected to be approximately $2.3 billion; the Loan Partners 2013 Issuers’ interest would not give them a blocking right on any decisions that require majority lender consent. In the event of default, the Loan Partners 2013

1 Based on information provided by Springer. 2 GSMP V previously invested $402 million in Springer to support the acquisition of the company by EQT Partners and GIC in 2010. GSMP V’s existing investment will be repaid following BC Partners’ acquisition. GSLP (an affiliate of the Loan Partners 2013 Issuers) invested $426 million in senior debt of Springer alongside GSMP V in 2010 and is expected to be repaid as a result of BC Partners’ acquisition. - 2 -

Page 144 of 150 Issuers’ and GSMP V’s interests are unlikely to be aligned; however, since the Loan Partners 2013 Issuers would not be a controlling lender, they would not control any restructuring-related negotiations or any related enforcement actions. In addition, the Loan Partners 2013 Issuers would take a passive role in any such restructuring given GSMP V’s involvement in the subordinated tranche. Each Issuer will notify its Investment Advisory Committee (the “IAC”) in the event of a future significant credit event related to Springer; in such a case, if, in the reasonable judgment of the general partner of such Issuer, the other senior lenders are not taking actions that are in the best interests of the senior tranche, then such general partner would expect to consult with the IAC regarding the appropriate actions, if any, to be taken. Leading Management Service Provider. The Loan Partners 2013 Issuers also expect to invest in new senior secured debt to be issued by a leading residential real-estate service provider in France (the “Management Service Provider”). The Management Service Provider will use funds from the issuance of senior secured debt to support acquisitions that it is currently exploring. GSLP has an existing investment in, and has been providing financing to, the Management Service Provider since 2011. The investment to be made by the Loan Partners 2013 Issuers would rank in terms of seniority and collateral pari passu with the existing GSLP investment. It is currently contemplated that the Loan Partners 2013 Issuers would invest approximately $50 million in connection with this transaction, although they may invest a greater or lesser amount as determined by the Investment Committee. The transaction is subject to entering into definitive documentation which will provide for a number of regulatory and other conditions and there can be no assurance as to whether it will occur, and if so, as to the timing. Goldman Sachs is currently bound by a confidentiality agreement with the Management Service Provider that limits the information that can be included in this Supplement. It is currently expected that additional information will be made available to limited partners at the time of the first capital call. Due to regulatory considerations under French law, the Loan Partners 2013 Issuers expect to structure the purchase of their investment in this company through a Goldman Sachs affiliate which has a banking license to originate loans to French borrowers. This Goldman Sachs affiliate expects to make and promptly resell such investment to the Loan Partners 2013 Issuers at cost, without charging any fees. This transaction would be a pure pass-through of both economics and risk related to the Loan Partners 2013 Issuers’ investment and no Goldman Sachs affiliate will receive any fees as a result of this structure. Due to the resale of the investment by such Goldman Sachs affiliate to the Loan Partners 2013 Issuers, Goldman Sachs believes that Section 206(3) of the Advisers Act may potentially apply to this transaction. We are pleased about these two initial investment opportunities for the Loan Partners 2013 Issuers, which were sourced through Goldman Sachs’ longstanding relationships with the borrowers. These opportunities, both of which are direct originations, are consistent with the investment profile that the Collateral Servicer is seeking for the Loan Partners 2013 Issuers. Capital Call and Draw Down of Borrowings. To fund investments, each Issuer expects to make a capital call and to draw down on Class A borrowings in an amount representing 10 – 13% of the sum of the Class A Aggregate Commitment Amount and the LP Aggregate Commitment Amount of such Issuer. Second LP Closing. Goldman Sachs currently expects that the Loan Partners 2013 Issuers will hold a second LP Closing with respect to the subscription for Class A Notes and limited partnership interests in late August 2013. Following the second LP Closing, (x) new limited partners admitted to an Issuer, existing limited partners that have increased their capital commitments to such Issuer and / or investors that have made commitments with respect to Class A-2 Notes in the second LP Closing will fund capital - 3 -

Page 145 of 150 contributions or borrowings, as applicable, to the extent necessary so that their respective commitments in the Class A-2 Notes and fundings thereof are balanced as between the Issuers, and (y) investments will be rebalanced across the Issuers, in each case pursuant to the terms of the each Issuer Partnership Agreement. Consent to Conflict and Potential Principal Transaction. By executing the Subscription Booklet, each investor admitted to an Issuer as a limited partner (x) acknowledges the conflicts of interest described in “—Portfolio Investment Updates—Springer Science+Business Media S.A.” above, and consents to the passive role that the Loan Partners 2013 Issuers are expected to take in connection with any restructuring, enforcement action or in other similar circumstances (collectively, the “Springer Conflict”), and (y) consents to the potential principal transaction described in “—Portfolio Investment Updates— Leading Management Service Provider” above (the “Principal Transaction”). In addition, the general partner of each Issuer has determined to allow any investor who objects to the Springer Conflict and / or the Principal Transaction, to withdraw from such Issuer without penalty. If you wish to object to the Springer Conflict and / or the Principal Transaction and would like to withdraw, please contact Michael Koester or Kaca Enquist at +1 (212) 902-1000 by August 1, 2013.

An investment in an Issuer will involve substantial risks and there are conflicts of interest. Prospective investors should consider these factors carefully before purchasing LP Interests. Please see Section VI: “Risks and Potential Conflicts of Interest” in the Memorandum. Investors are advised to retain this Supplement for further reference. ______The date of this Supplement is July 2013

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Page 146 of 150 CONFIDENTIAL

This fourth supplement (this “Supplement”) supplements and modifies certain information contained in the Confidential Offering Memorandum or Private Placement Memorandum (as amended and supplemented from time to time, the “Memorandum”), as the case may be, of each of Broad Street Loan Partners 2013, L.P. (dated February 2013), Broad Street Loan Partners 2013 Europe, L.P. (dated February 2013) and Broad Street Loan Partners 2013 Onshore, L.P. (dated June 2013) (each, an “Issuer”). The information in this Supplement supersedes all conflicting or otherwise inconsistent information contained in the Memorandum of each Issuer but is qualified in its entirety by the limited partnership agreement of such Issuer (as amended from time to time, the “Issuer Partnership Agreement”) or the Note Purchase Documents and the other governing documents of such Issuer. Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Memorandum. This Supplement does not contain a complete description of each Issuer, the Class A-1 Notes, the Class A-2 Notes, the Limited Partnership Interests or the other matters appearing in the Memorandum, and should be read in conjunction with the Memorandum and the Offering Documents of such Issuer.

Portfolio Investment Updates.1 To date, the Loan Partners 2013 Issuers have invested or committed to invest approximately $450 million in nine investments. Entities that are wholly owned by Goldman Sachs and existing separate accounts managed by Goldman Sachs (collectively, “MBD Affiliates”) have also invested in these investments alongside the Loan Partners 2013 Issuers. Springer Science + Business Media S.A. was described in the Third Supplement. The remaining eight investments are described below in the order they were made. Foncia Group, S.A. In November 2013, the Loan Partners 2013 Issuers invested $36 million ($72 million including MBD Affiliates) in Foncia Group, S.A. (“Foncia”). The Loan Partners 2013 Issuers’ investment supported the company’s acquisition of the property management division of Groupe Tagerim S.A.S. (“Tagerim”). Foncia, headquartered in Antony, France, is a leading provider of residential real estate services in France, with 1.4 million managed properties. Tagerim is the eighth largest player in France’s residential real estate services market based on the number of properties managed. Trader Media Group Limited. In February 2014, the Loan Partners 2013 Issuers invested $60 million ($128 million including MBD Affiliates) in Trader Media Group Limited (“Trader Media”). The Loan Partners 2013 Issuers’ investment supported Apax Partners’ acquisition of The Guardian Media Group’s remaining 50% stake in the company. The Loan Partners 2013 Issuers’ investment consisted of $52

1 Information regarding each portfolio company is based on information previously provided to Loan Partners 2013 investors.

Page 147 of 150 million in a senior term loan and $8 million in a subordinated loan of Trader Media. In addition, GS Mezzanine Partners V, L.P. (an affiliated fund) and affiliates (collectively, “GSMP V”) invested $542 million in the subordinated loan of Trader Media. Trader Media, headquartered in London, is a leading on-line automobile listing platform for the used car market in the UK. The company provides dealers with core car classified services, complemented by other value-added services such as web-hosting, inventory management, market intelligence and other data analytics. Trader Media’s business is primarily focused on dealers, which account for 80% of its revenues. In addition, the company has 250 sales associates who are largely focused on the independent consumer segment. UNIT4 Agresso N.V. In March 2014, the Loan Partners 2013 Issuers invested $44 million ($88 million including MBD Affiliates) in a senior term loan of UNIT4 Agresso N.V. (“UNIT4”). The Loan Partners 2013 Issuers’ investment supported Advent International Corp.’s acquisition of the company. In addition, GSMP V invested $219 million in a second lien facility of UNIT4. UNIT4, founded in 1980 and headquartered in the Netherlands, is an Enterprise Resource Planning and Financial Management Software provider in Europe, with leading market shares in the Benelux, UK and Nordic regions. UNIT4 operates in 24 countries and has a large customer base of medium-sized companies. The company focuses on commercial services organizations (retail, health, financial services and non-profit) as well as the public sector (local government and education) by offering inexpensive-to- implement and easy-to-adapt software solutions. Dorna Sports, S.L. In April 2014, the Loan Partners 2013 Issuers invested $68 million ($135 million including MBD Affiliates) in Dorna Sports, S.L. (“Dorna”). The investment supported a recapitalization of the company and a dividend payment to Bridgepoint Capital and the Canadian Pension Plan Investment Board, Dorna’s equity sponsors. The Loan Partners 2013 Issuers’ investment consisted of $47 million in a senior term loan and $21 million in a second lien loan of Dorna. Dorna, headquartered in Madrid, Spain, is an international sports management, marketing and media company with exclusive global media and commercial rights through 2036 to commercialize the Fédération Internationale de Motocyclisme (“FIM”) Road Racing World Championship (“MotoGP”) and the eni FIM Superbike World Championship (“SBK”). MotoGP and SBK are leading motorcycle racing series. EAG, Inc. In May 2014, the Loan Partners 2013 Issuers invested $31 million ($34 million including MBD Affiliates) in a first lien senior secured loan of EAG, Inc. (“EAG”). The Loan Partners 2013 Issuers’ investment supported a repricing of the company’s first lien term loan. EAG, headquartered in Santa Clara, California, is a leading global provider of high precision laboratory testing, evaluation and analytical services. The company has leading market shares in three separate business segments: Materials Characterization (“MC”), Microelectronics Test & Engineering (“MTE”) and Agricultural / Agrochemicals Testing (“ChemEco”). The MC segment provides testing for inorganic and organic materials to determine specific characteristics at levels as low as parts per trillion. The MTE segment provides test and engineering services for new integrated circuits and microelectronics systems. The ChemEco segment provides chemical testing on pesticides, industrial chemicals, pharmaceuticals and animal health products, as mandated by regulatory agencies. EAG operates 17 laboratories and six business development and sales offices in 11 countries and serves over 4,000 customers. Pregis Corporation. In May 2014, the Loan Partners 2013 Issuers invested $29 million ($58 million including MBD Affiliates) in Pregis Corporation (“Pregis”). The investment supported Olympus Partners’ - 2 -

Page 148 of 150 acquisition of Pregis from AEA Investors LP. The Loan Partners 2013 Issuers’ investment included $24 million in a senior secured first lien term loan and $5 million in secured second lien notes of Pregis. In addition, GSMP V invested $78 million in second lien notes of Pregis. Pregis, headquartered in Chicago, Illinois, is a leading provider of innovative protective packaging materials and systems. Pregis operates two segments: (i) Manufactured Products, which offers a broad, “one-stop” portfolio of packaging solutions, and (ii) Systems, which combines consumable material with a proprietary machine that converts the material into a protective packaging medium. Pregis sells its products to a diverse, blue chip customer base of 2,000 distributors serving over 9,000 “ship to” locations. Ahlsell Sverige AB. In June 2014, the Loan Partners 2013 invested $47 million ($147 million including MBD Affiliates) in a senior secured first lien term loan of Ahlsell Sverige AB (“Ahlsell”). The Loan Partners 2013 Issuers’ investment supports an amend and extend transaction and a dividend recapitalization. Ahlsell, headquartered in Stockholm, Sweden, is a leading Nordic distributor of installation products to professional users, with a broad presence across the heating and plumbing, electrical, tools and machinery, refrigeration, Heating, Ventilation and Air Conditioning (HVAC) and “Do-it-Yourself” (DIY) product categories. Ahlsell operates 187 stores and has approximately 4,300 full-time employees. Ceva Santé Animale S.A. The Loan Partners 2013 Issuers committed to invest approximately $75 million ($160 million including MBD Affiliates) in Ceva Santé Animale S.A. (“Ceva”). The Loan Partners 2013 Issuers’ investment is expected to include $61 million in a senior first lien term loan and $14 million in the form of an acquisition facility to support Ceva’s acquisition strategy and the buyout of the company by its management team. Ceva is a leading diversified animal health care company with four major product lines (anti-infectives, vaccines, reproduction and companion animal behavior/cardiology). The company provides services to all major species (including poultry, swine, cattle and pets) in 43 countries. Ceva operates 14 research and development centers and 25 production sites and has over 3,500 employees. Capital Call and Draw Down of Borrowings. As of May 31, 2014, the Loan Partners 2013 Issuers have called 29% of the Aggregate LP Commitment Amount and drawn 29% of the Class A Aggregate Commitment Amount. The Loan Partners 2013 Issuers currently expect to call capital and draw down on the Class A Notes and the Credit Agreement (as defined below) from final close investors in July 2014 in an amount which may be more or less than the amounts called or drawn down to date. Final Closing; Aggregate Size of Loan Partners 2013 Issuers. As of May 31, 2014, the Loan Partners 2013 Issuers had closed on $1.3 billion of commitments (with a Class A Aggregate Commitment Amount of $0.9 billion and an LP Aggregate Commitment Amount of $0.4 billion). Goldman Sachs currently expects that the size at the final close will be at least $2.0 billion (with a Class A Aggregate Commitment Amount of at least $1.4 billion and an LP Aggregate Commitment Amount of $0.6 billion). Goldman Sachs Commitment. On the Final LP Closing Date, Goldman Sachs (including Goldman Sachs employees) and Employee Funds will have committed, in the aggregate, at least 20% of the LP Aggregate Commitment Amount. Listing on Irish Stock Exchange. Goldman Sachs will use commercially reasonable efforts to seek to obtain on or prior to the date that is 90 days after the Final LP Closing Date, and maintain thereafter, the listing of the outstanding Class A Notes on the Irish Stock Exchange; provided, however, an Issuer will have the right to de-list such Class A Notes to prevent such Issuer from being subject to income tax on a net income basis imposed by the United States (or any political subdivision thereof or taxing authority - 3 -

Page 149 of 150 therein) or any payments on the Class A Notes being subject to any withholding tax imposed by the United States (or any political subdivision thereof or taxing authority therein). Amendment to the Indenture and Note Purchase Agreement; Rebalancing. As of May 31, 2014, the Loan Partners 2013 Issuers have a Class A-2 Aggregate Commitment Amount of $0.9 billion, split 55% as U.S. Dollar Class A-2 Commitments and 45% as Euro Class A-2 Commitments. The Loan Partners 2013 Issuers anticipate obtaining on the Final LP Closing Date additional Class A-2 Note Commitments as well as an additional $100 million of Class A-2 loan commitments under a credit agreement (the “Credit Agreement”) to be entered into at the Final LP Closing Date. The terms of the Commitments under the Credit Agreement and any loans thereunder will be on principal economic terms equivalent to the Class A-2 Notes, and such loans will be secured on a pari passu basis by the Collateral Obligations securing the Class A Notes. Substantially concurrently with the capital call and draw down from the final close investors, a reallocation and a rebalancing will be effected, as provided under the Note Purchase Facility Agreement, so that after giving effect thereto, each investor in the Class A-2 Notes and under the Credit Agreement will have the same proportion of its Class A-2 Notes Commitment and loan commitment funded, with the balance being undrawn and available for borrowing upon future funding notices. In connection with the issuance of the new Class A-2 Notes Commitments and entering into the Credit Agreement, the Indenture and Note Purchase Agreement pursuant to which the Class A-2 Notes were issued are being amended to effect the following:  To provide for mandatory amortization on the Class A-2 Notes outstanding under the Indenture (and loans outstanding under the Credit Agreement) from time to time equal to 1% per year (.25% per quarter); provided, that Class A-2 Holders will have the option of declining to receive such amortization payments;  To extend the deadline for taking steps to list the Class A Notes on the Irish Stock Exchange to ninety days after the Final LP Closing Date;  To extend the Class A-2 Commitment Period to the third anniversary of the Final LP Closing Date;  To condition the making of distributions to the Limited Partners of the Loan Partners 2013 Issuers on the Mandatory Prepayment Test not being in effect; and  To make other limited amendments to the governing documents for the Class A Notes to facilitate the issuance of loans under the Credit Agreement and related transactions. An investment in an Issuer will involve substantial risks and there are conflicts of interest. Prospective investors should consider these factors carefully before purchasing Limited Partnership Interests or Class A Notes. Please see Section VI: “Risks and Potential Conflicts of Interest” in the Memorandum. Investors are advised to retain this Supplement for further reference. ______The date of this Supplement is June 2014

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