Issuer: SIGNUM FINANCE CAYMAN LIMITED - Irish Stock Exchange

Dated: 24 October 2008 

Issuer: SIGNUM FINANCE CAYMAN 

LIMITED 

“MAJOR” 

Multi-Jurisdiction Repackaging Note Programme 

arranged by 

Goldman Sachs International 

PROSPECTUS 

Series: 2007-06 

BRL 178,750,000 Zero Coupon Secured Credit-Linked Notes due 2022 Linked 

to the Federative Republic of Brazil payable in USD 

Goldman Sachs International

“MAJOR” Programme Prospectus: Signum Finance Cayman Limited Series: 2007-06 

Prospectus and Listing: This Prospectus has been approved by the Irish Financial Services Regulatory Authority (the 

“Financial Regulator”) as competent authority under the Directive 2003/71/EC (the “Prospectus Directive”). The 

Financial Regulator only approves this Prospectus as meeting the requirements imposed under Irish and EU law 

pursuant to the Prospectus Directive. Such approval relates only to Notes which are admitted to trading on the 

regulated marker of the Irish Stock Exchange or which are to be offered to the public in any Member State of the 

European Economic Area. 

Application has been made to the Irish Stock Exchange for the Notes to be admitted to Official List of the Irish Stock 

Exchange and trading on its regulated market. 

Responsibility: The Issuer accepts responsibility for the information contained in this Prospectus. To the best of the 

Issuer’s knowledge and belief, the information contained in this Prospectus is in accordance with the facts and does not 

omit anything likely to affect the import of such information. This Prospectus is to be read in conjunction with all 

documents which are deemed to be incorporated herein by reference (see “Documents Incorporated by Reference” 

below). 

Public Information: Information relating to the IRS Counterparty, the CDS Counterparty, the Assets and the Asset 

Issuer has been accurately reproduced from information published by the IRS Counterparty, the CDS Counterparty and 

the Asset Issuer respectively. So far as the Issuer is aware and is able to ascertain from information published by the 

IRS Counterparty, CDS Counterparty and the Asset Issuer respectively, no facts have been omitted that would render 

the reproduced information inaccurate or misleading. Neither the Issuer nor any Transaction Counterparty has 

conducted any due diligence on this information, nor made any enquiries as to its own possession of non-publicly 

available information. 

Transaction Counterparties: The Transaction Counterparties and their affiliates may have access to non-publicly 

available information; accordingly, this Prospectus may or may not contain all information that would be material to the 

evaluation of the merits and risks of purchasing the Notes, and none of the Transaction Counterparties makes any 

representation, recommendation or warranty, express or implied, regarding the accuracy, adequacy, reasonableness or 

completeness of the information contained herein or in any further information, notice or other document which may at 

any time be supplied in connection with the Notes. 

Restriction on Distribution: The distribution of the Authorised Offering Material and the offering or sale of Notes in 

certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus comes are required by 

the Issuer, the Dealers and the Arranger to inform themselves about and to observe any such restriction. The Notes 

have not been and will not be registered under the Securities Act and may be in bearer form and therefore subject to 

U.S. tax law requirements. Subject to certain exceptions, Notes may not be offered, sold or delivered within the United 

States or to U.S. persons. For a description of certain restrictions on offers and sales of Notes and on distribution of this 

Prospectus, see “Subscription and Sale”. 

Need for Independent Analysis: Prospective Noteholders should conduct such independent investigation and 

analysis regarding the Issuer, the security arrangements and the Notes as they deem appropriate to evaluate the merits 

and risks of an investment in the Notes. Neither the Arranger nor any Dealer makes any representation, 

recommendation or warranty, express or implied, regarding the accuracy, adequacy, reasonableness or completeness 

of the information contained herein or in any further information, notice or other document which may at any time be 

supplied in connection with the Notes and none of them accepts any responsibility or liability therefor. Neither the 

Arranger nor any Dealer undertakes to review the financial condition or affairs of the Issuer during the life of the 

arrangements contemplated by this Prospectus nor to advise any investor or potential investor in the Notes of any 

information coming to the attention of the Arranger or any such Dealer. 

No Offer: The Authorised Offering Material does not constitute an offer of, or an invitation by or on behalf of the Issuer 

or the Dealers to subscribe for, or purchase, any Notes. No action has been or will be taken under any regulatory or 

other requirements of any jurisdiction to permit a public offering of the Notes or the distribution of this Prospectus. 

Other Information: No-one is authorised to give any information or to make any representation not contained in the 

Authorised Offering Material and any information or representation not so contained must not be relied upon as having 

been authorised by or on behalf of the Issuer. The delivery of this Prospectus at any time does not imply that there has 

been no change in the affairs of the Issuer since the date hereof or that the information contained in it is correct as at 

any time subsequent to its date. 

London/011/001894-00545/JBH/RTM AMSI(LDNWK16317) 2 L_LIVE_EMEA1:4955739v5


TABLE OF CONTENTS 

Documents Incorporated by Reference ........................................................................................ 4 

Risk Factors ................................................................................................................................. 5 

Terms and Conditions of the Notes .............................................................................................. 7 

Annex 1 - Reference Obligation.................................................................................................. 16 

Information relating to the Asset Issuer and the Assets .............................................................. 17 

Information relating to the Reference Entity................................................................................ 17 

Use of Proceeds......................................................................................................................... 18 

General Information.................................................................................................................... 19 



Documents Incorporated by Reference 

This Prospectus should be read and construed in conjunction with: 

(1) the Base Prospectus of the Issuer dated 2 October 2008 relating to the Issuer’s “MAJOR” Multi- 

Jurisdiction Repackaging Programme (the “Base Prospectus”) (save for (i) the section entitled 

“Base Conditions” on pages 18 to 48; and (ii) the section entitled “Additional Conditions for 

Standard Credit Linked Notes” on pages 49 to 63); 

(2) the section entitled “Base Conditions” on pages 24 to 51 of the base prospectus of the issuer dated 

29 September 2006 relating to the Issuer’s “MAJOR” Multi-Jurisdiction Repackaging Programme 

(the “2006 Base Prospectus”); and 

(3) the section entitled “Additional Conditions for Standard Credit Linked Notes” on pages 52 to 63 of 

the 2006 Base Prospectus. 

Any information not listed at (1) to (3) above but included in the documents incorporated by reference is 

either not relevant for the holder of the Notes or covered elsewhere in this Prospectus. 

The Base Prospectus and the 2006 Base Prospectus has been previously published or is published 

simultaneously with the Prospectus and that has been approved by the Financial Regulator or filed with it 

and which shall be deemed to be incorporated in, and form part of, this Prospectus, save that any 

statement contained in the Base Prospectus or the 2006 Base Prospectus incorporated by reference in, 

and forming part of, this Prospectus shall be deemed to be modified or superseded for the purpose of this 

Prospectus to the extent that a statement contained herein modifies or supersedes such earlier statement 

(whether expressly, by implication or otherwise). Any statement so modified or superseded shall not be 

deemed, except as so modified or superseded, to constitute part of this Prospectus. Terms used herein but 

not otherwise defined shall have the meanings given to them in the Base Prospectus or the 2006 Base 

Prospectus (as applicable). This Prospectus must be read in conjunction with the Base Prospectus and the 

2006 Base Prospectus and full information on the Issuer and the Notes is only available on the basis of the 

combination of the provisions set out within this document, the Base Prospectus and the 2006 Base 

Prospectus. 

The Base Prospectus and the 2006 Base Prospectus are available for viewing at the registered offices of 

the Issuer and the Principal Paying Agent. 



Risk Factors 

The Prospectus does not describe all of the risks of an investment in the Notes. The Issuer and the Dealers 

disclaim any responsibility to advise prospective investors of such risks as they exist at the date of the 

Prospectus or as they change from time to time. Further, neither the Issuer nor the Dealer make any 

representations as to (i) the suitability of any Notes for any particular investor; (ii) the appropriate 

accounting treatment or possible tax consequences of an investment in any Notes; or (iii) the expected 

performance of any Notes, either in absolute terms or relative to competing investments. 

Prospective Noteholders should obtain their own independent accounting, tax and legal advice and should 

consult their own professional investment advisor to ascertain the suitability of the Notes as an investment 

and should conduct such independent investigation and analysis regarding the risks, security arrangements 

and cash-flows associated with the Notes as they deem appropriate to evaluate the merits and risks of an 

investment in the Notes. In particular, prospective Noteholders should note that an investment in the Notes 

is only suitable for persons who (i) have the knowledge and experience in financial and business matters 

necessary to enable them to evaluate the information contained herein and the risks of the Notes in the 

context of their own financial, tax and regulatory circumstances and investment objectives; (ii) are able to 

bear the economic risk of an investment in the Notes for an indefinite period of time; (iii) are acquiring the 

Notes for their own account for investment, not with a view to resale; and (iv) recognise it may not be 

possible to transfer the Notes for a substantial period of time, if at all. 

Exposure to Credit of the Reference Entity. 

The holders of the Notes are exposed to the risk of all payments and other losses arising out of the Credit 

Default Swap. As a result, the holders of the Notes are exposed to the credit performance of the Reference 

Entity. If the Reference Entity suffers a Credit Event and the Conditions to Settlement are satisfied, the 

Notes will be subject to redemption by the delivery of debt obligations of the Reference Entity, which may 

have a market value that is substantially less than their face value. 

No Investigation of Reference Entity. 

None of the Issuer, the Dealer, the CDS Counterparty, IRS Counterparty, nor the Trustee has undertaken 

any due diligence with respect to the Reference Entity or the Reference Obligation. 

An Investment in the Notes Involves Brazilian Currency-Related Risks. 

The amount payable in respect of the Notes at maturity will depend in part on the rate of exchange between 

the Brazilian Real and the U.S. Dollar. Changes in foreign currency exchange rates can be highly volatile 

and fluctuations in currency will affect the market value of the Notes during their life as well as the amount 

payable at maturity. Foreign exchange rates may be affected significantly and adversely by governmental 

actions. A government may use a variety of techniques, such as intervention by that government’s central 

bank or imposition of regulatory controls or taxes to affect the exchange rates for their currency. A 

government may issue a new currency to replace an existing currency or alter the exchange rate or 

exchange characteristics by devaluing or revaluing the currency. Even in the absence of governmental 

action directly affecting currency exchange rates, political, military or economic developments in Brazil 

could lead to significant and sudden changes in the rates of exchange for Brazilian currency. Information 

about past currency exchange rates between the Brazilian Real and the U.S. Dollar may not be indicative of 

future performance. 

Credit Event Prior to Issuance of Notes. 

Investors in the Notes will bear the risk of the occurrence of any Credit Events that occur after 14 February 

2007 even if they occur prior to the Issue Date. If the Reference Entity suffers a Credit Event and the 

Conditions to Settlement are satisfied, which may occur upon or shortly after the issuance of the Notes, the 

Notes will be subject to redemption by the delivery of debt obligations of the Reference Entity at or shortly 

after the issuance of the Notes. 

Exposure to Credit Risk of Goldman Sachs Group. 

The ability of the Issuer to meet its obligations under the Notes will depend on the receipt by it of payments 

of interest and principal under the Assets, as well as payments owed to the Issuer by the CDS Counterparty 

and the IRS Counterparty. Consequently, the Noteholders are exposed not only to the occurrence of Credit 



Events in relation to any of the Reference Entity, but also to the ability of Goldman Sachs Group and the 

CDS Counterparty and the IRS Counterparty to perform their obligations to make payments to the Issuer. 

The Swap Guarantor is currently assigned an Aa3 rating by Moody’s Investors Service, Inc. (“Moody’s”) 

and an AA- rating by Standard & Poor’s Ratings Service, a Division of The McGraw-Hill Companies, Inc. 

(“S&P” and, together with Moody’s, the “Rating Agencies”), for its long-term unsecured senior debt. 

Should the Goldman Sachs Group become insolvent, the Issuer would rank as an unsecured creditor in 

relation to amounts due from the IRS Counterparty, the CDS Counterparty and the Swap Guarantor. 

Exposure to Price Risk of Assets. 

Investors in the Notes are exposed to the price risk of the Assets. Investors in the Notes are exposed to the 

price risk of the Assets if the Notes are redeemed early. If the Notes are redeemed early for any reason 

other than the occurrence of a Credit Event, the Assets will be sold and the proceeds of sale will be part of 

the redemption amount. If the Assets are sold at a price lower than par for any reason, the Noteholder will 

receive less than the outstanding principal amount of the Notes. 

No Legal or Beneficial Interest in Obligations of the Reference Entity. 

A purchase of the Notes does not constitute a purchase or other acquisition or assignment of any interest in 

any obligation of the Reference Entity. Neither the Noteholders nor the Issuer will have recourse against the 

Reference Entity. None of the Noteholders, the Issuer, the Trustee nor any other entity will have any rights 

to acquire from the IRS Counterparty and the CDS Counterparty any interest in any obligation of the 

Reference Entity, notwithstanding any reduction in the outstanding principal amount of the Notes with 

respect to the Reference Entity. Moreover, the IRS Counterparty and the CDS Counterparty will not grant 

any Noteholders or the Issuer any security interest in any such obligation. 

Limited Liquidity of the Transaction. 

There is currently no market for the Notes. There can be no assurance that a secondary market for the 

Notes will develop, or, if a secondary market does develop, that it will provide the holders of the Notes with 

liquidity or that it will continue for the life of the Notes. Moreover, the limited scope of information available 

to the Issuer, the Trustee and the Noteholders regarding the Reference Entity and the nature of any Credit 

Event, including uncertainty as to the extent of any reduction to be applied to the principal amount of the 

Notes if a Credit Event has occurred but the amount of the relevant principal amount of the Notes has not 

been determined, may further affect the liquidity of the Notes. Consequently, any purchaser of the Notes 

must be prepared to hold the Notes for an indefinite period of time or until final maturity. 

Conflicts of Interest; No Reliance. 

The IRS Counterparty and the CDS Counterparty or any of the other entities mentioned above may, by 

virtue of its status as an underwriter, advisor or otherwise, possess or have access to non-publicly available 

information relating to the Reference Entity and/or the obligations of the Reference Entity and have not 

undertaken, and do not intend, to disclose, such status or non-public information in connection with the 

offering of the Notes. Accordingly, this Prospectus may not contain all information that would be material to 

the evaluation of the merits and risks of an investment in the Notes. 

The IRS Counterparty and the CDS Counterparty or any of the other entities mentioned above may from 

time be an active participant on both sides of the market and have long or short positions in, or buy and sell, 

securities, commodities, futures, options or other derivatives identical or related to those mentioned in the 

Base Prospectus or this Prospectus. The IRS Counterparty and the CDS Counterparty or any of the other 

entities mentioned above may have potential conflicts of interest due to present or future relationships 

between the IRS Counterparty and the CDS Counterparty or those other entities and the Reference Entity 

and/or the obligations of the Reference Entity. 



Terms and Conditions of the Notes 

The terms and conditions of the Notes shall consist of the terms and conditions set out in the 2006 Base 

Prospectus (the “Base Conditions”) as amended or supplemented below. References in the 2006 Base 

Prospectus or the Base Prospectus to Final Terms shall be deemed to be references to the terms set out 

below. 

Terms used herein shall be deemed to be defined as such for the purposes of the conditions set forth in the 

Base Prospectus as amended or supplemented below. 

Issuer 

Issuer 

SIGNUM FINANCE CAYMAN LIMITED 

Transaction Counterparties 

Trustee 

Principal Paying Agent, 

Custodian 

Dealer, Calculation Agent, 

Disposal Agent, Process 

Agent, Vendor 

IRS Counterparty, CDS 

Counterparty 

BNY CORPORATE TRUSTEE SERVICES LIMITED 

THE BANK OF NEW YORK MELLON (ACTING THROUGH ITS 

LONDON BRANCH) 

GOLDMAN SACHS INTERNATIONAL 

GOLDMAN SACHS CAPITAL MARKETS, L.P. 

Agents’ Designations 

Secured Agents 

Other Agents 

Principal Paying Agent, Custodian 

Calculation Agent, Disposal Agent, Process Agent 

1 Format 

(a) Series 2007-06. 

(b) Tranche 1 

(c) 

ISIN 

XS0288056087 

(d) Common Code 028805608 

(e) Form Bearer. 

(f) Listing Ireland. 

(g) Rating None. 

(h) 

Applicable Product 

Supplements 

Standard CLN Terms Product Supplement. 

2 Issue 

(a) Trade Date 13 February 2007. 



(b) Issue Date 2 March 2007. 

(c) Relevant Currency Brazilian Real (“BRL”) in respect of Denomination, and United States 

Dollars (“USD”) in respect of payments. Provided however that if BRL 

ceases to exist, the Relevant Currency shall be the lawful currency in 

effect in the Federative Republic of Brazil on the relevant Settlement 

Rate Valuation Date (as defined below). If the unit used to measure 

exchange rates between BRL and USD is changed, the calculations 

herein shall be adjusted accordingly by the Calculation Agent, using 

the new lawful currency. 

(d) Principal Amount BRL 178,750,000 

(e) Issue Price 17.7600% of the Principal Amount, payable in USD notwithstanding 

that the Notes are denominated in BRL. 

(f) Denominations BRL 1,250,000. 

(g) Tradeable Amounts BRL 1,250,000. 

For the purposes hereof, the Principal Amount shall be converted into 

USD at a rate of BRL 2.1115 per USD 1, therefore the proceeds 

received by the Issuer in respect of the issue of the Notes shall be an 

amount equal to the USD Reference Amount. 

“USD Reference Amount” of the Notes means USD 15,034,809.38. 

(h) 

(i) 

(j) 

(k) 

Business Day 

Convention 

Business Day 

Jurisdictions 

Transaction 

Agreements 

Board Approval Date 

for Issuance of Notes 

Following Business Day Convention. 

London, New York and Sao Paulo. 

Programme Deed. 

Drawdown Deed. 

Global Note. 

The Swap Agreement between the Issuer and the IRS Counterparty 

constituted by Clause 6 of the Drawdown Deed in respect of the 

Notes. 

The Swap Agreement between the Issuer and the CDS Counterparty 

constituted by Clause 7 of the Drawdown Deed in respect of the 

Notes. 

28 February 2007. 

3 Interest 

(a) Interest Basis Zero Coupon 

4 Redemption 

(a) Maturity Date 2 March 2022 (the “Scheduled Maturity Date”), or, if later, the fifth 

Business Day following the Settlement Rate Valuation Date, subject 

to adjustment in accordance with paragraph 4(c) below, and subject 



always to Credit Event Redemption. 

(b) 

Final Redemption 

Amount 

An amount equal to such Note’s pro rata share of an amount in USD 

as determined by the Calculation Agent in accordance with the 

following formula, subject to Credit Event Redemption: 

Where: 

Principal Amount / Settlement Rate Final 

“New York Business Day” means a day on which commercial banks 

and foreign exchange markets settle payments in New York. 

“Sao Paulo Business Day” means a day on which commercial banks 

and foreign exchange markets settle payments in Sao Paulo. 

“Settlement Rate Final” means the Settlement Rate appearing on 

the Settlement Rate Valuation Date relating to the Maturity Date. 

“Settlement Rate” means, with respect to the Maturity Date, the 

Mandatory Redemption Date and the Credit Event Redemption Date, 

if applicable, the Spot Rate determined by the Calculation Agent on 

the relevant Settlement Rate Valuation Date provided, however, that if 

the Spot Rate does not appear on the Relevant Data System at the 

Relevant Time on a Settlement Rate Valuation Date or if, in the 

Calculation Agent’s sole discretion (acting in a commercially 

reasonable manner), such Spot Rate is not reflective of true market 

value as a consequence of political or market instability, the 

Settlement Rate in respect of that Settlement Rate Valuation Date will 

be determined by the Calculation Agent in its sole discretion (acting in 

a commercially reasonable manner). 

“Spot Rate” means, on any day, the Brazilian Real/U.S. Dollar 

commercial spot exchange rate, expressed as the amount of Brazilian 

Reais per one U.S. Dollar for settlement in two New York and Sao 

Paulo Business Days, as determined by the Banco Central do Brasil 

and reported on the SISBACEN Data System (the “Relevant Data 

System”) under transaction code PTAX-800 (“Consulta de Cambio” 

or “Exchange Rate Enquiry”) Option 5 (“Cotacôes para 

Contabilidade” or “Rates for Accounting Purposes”) by 

approximately 6.00p.m., Sao Paulo time (the “Relevant Time”) on the 

Settlement Rate Valuation Date. 

“Settlement Rate Valuation Date” means, with respect to the 

Maturity Date, the Mandatory Redemption Date and the Credit Event 

Redemption Date, if applicable, the day that is five Business Days 

immediately preceding the Maturity Date, the Mandatory Redemption 

Date or Credit Event Redemption Date, as applicable; provided, 

however, that solely for the purposes of determining each such 

Settlement Rate Valuation Date, the Maturity Date, the Mandatory 

Redemption Date (or the Credit Event Redemption Date, if applicable) 

shall be deemed subject to “No Adjustment” in accordance with the 

Business Day Convention (each such valuation date hereinafter 

deemed a “Scheduled Settlement Rate Valuation Date”). All 

Scheduled Settlement Rate Valuation Dates are subject to adjustment 

in accordance with the Preceding Business Day Convention 



(provided, however, that in the case of an Unscheduled Holiday, the 

relevant Scheduled Settlement Rate Valuation Date shall be subject 

to adjustment in accordance with the Following Business Day 

Convention as further specified in paragraph (c) below). 

“Unscheduled Holiday” means, a day which is not a Sao Paulo 

Business Day and the market was not aware of such fact (by means 

of a public announcement or by reference to other publicly available 

information, as determined by the Calculation Agent in its sole 

discretion) until a time later than 9:00 am, Sao Paulo time, two Sao 

Paulo Business Days prior to the affected Scheduled Settlement Rate 

Valuation Date. 

(c) 

(d) 

(e) 

(f) 

(g) 

(h) 

Determination of 

Settlement Rate 

Valuation Date in the 

event of consecutive 

Unscheduled Holidays 

Mandatory Redemption 

Events 


Amount 


Settlement Method 

Partial Redemption 

Method 

Additional Provisions 

Disposal Assets: 

In the event that a Scheduled Settlement Rate Valuation Date 

becomes subject to the Following Business Day Convention due to 

the event of an Unscheduled Holiday, and if such affected Settlement 

Rate Valuation Date has not occurred on or before the 30 th 

consecutive day after the Scheduled Settlement Rate Valuation Date, 

then such 30 th day, if a Sao Paulo Business Day but for any 

Unscheduled Holiday, or the next day that would have been a Sao 

Paulo Business Day but for any Unscheduled Holiday, shall be 

deemed to be the Settlement Rate Valuation Date for that affected 

Maturity Date, Mandatory Redemption Date or Credit Event 

Redemption Date, if applicable, and such day shall be deemed a 

good Sao Paulo Business Day for the purposes of determining the 

Maturity Date, the Mandatory Redemption Date and the Credit Event 

Redemption Date. 

As set out in the Base Conditions. 

An amount in USD determined in accordance with the Base 

Conditions. 

Cash Settlement. 

Pro Rata. 

Condition 5.7 shall be deemed to be deleted and replaced with the 

following: 

“(i) As soon as reasonably practicable after the occurrence of an Early 

Redemption Event or satisfaction of the Conditions to Settlement (as 

applicable), the Disposal Agent will, on behalf of the Issuer, attempt to 

obtain firm bid quotations from at least five dealers in obligations of 

the type of the Assets. If at least two such quotations are available, 

the Disposal Agent will, on behalf of the Issuer sell the Assets at the 

highest quotation obtained and will transfer the proceeds to the Issuer 

on the relevant settlement date. 

If the Disposal Agent is unable to obtain at least two firm bid 

quotations, then on the next following Business Day and (to the extent 



necessary) on each Business Day thereafter until the fifth following 

Business Day, the Disposal Agent will attempt to obtain such 

quotations from at least five dealers. If the Disposal Agent is able to 

obtain at least two such quotations on the same Business Day, the 

Disposal Agent will sell the Assets at the highest quotation obtained 

and will transfer the proceeds to the Issuer on the relevant settlement 

date. Notwithstanding any provision to the contrary, the sale of any 

Assets by the Disposal Agent, shall be subject to any black-out period 

(or other limitation) affecting sales or issuances of debt obligations of 

the Goldman Sachs Group, Inc. (or any members of its group of 

companies) which the Disposal Agent is required to observe through 

internal or external regulatory or compliance rules or guidelines. 

Pursuant to this Condition 5.7 Goldman Sachs International, or any of 

its affiliates, may provide one of the firm bid quotations for the Assets; 

and 

(ii) if the Disposal Agent is unable to obtain at least two quotations on 

the same Business Day in accordance with paragraph (i) above then 

it shall, acting in a commercially reasonable manner, acting as broker 

on behalf of the Issuer sell the Assets at the highest quotation 

obtained on the next following Business Day.” 

Clause 40.1(a) of the Agency Terms shall be deemed to be deleted 

and replaced with the provisions set out in Condition 5.7 (as specified 

above) which shall apply mutatis mutandis. 


Date: 

For the purposes of Condition 5 of the Notes, the Mandatory 

Redemption Date in respect of the Notes shall be the date falling five 

Business Days following the disposal of the Assets by the Disposal 

Agent in accordance with paragraph 4(h) above, or, if later, the fifth 

Business Day following the Settlement Rate Valuation Date. 

5 Options 

(a) MTM Trigger Contracts None. 

(b) MVA Factor Not Applicable. 

(c) NAA Factor Not Applicable. 

(d) BIE Option Not Applicable. 

(e) Issuer Call Option Not Applicable. 

(f) Noteholder Put Option Not Applicable. 

(g) TTA Option Not Applicable. 

6 Standard CLN Terms Product Supplement 

(a) Transaction Type: Single Name. 

(b) Reference Entity Type: Sovereign - America - Emerging Market - Latin America. 

(c) Settlement Method: Physical Settlement 



On the fifth Business Day following the satisfaction of the Conditions 

to Settlement or, if later, the fifth Business Day following the relevant 

Settlement Rate Valuation Date (see Determination of Settlement 

Rate Valuation Date in the event of consecutive Unscheduled 

Holidays section at paragraph 4(c) above) (the “Credit Event 

Redemption Date”), the Notes will be redeemed by physical delivery 

to Noteholders of an equivalent face amount in USD of Deliverable 

Obligations equal to the Credit Event Redemption Amount. 

For the purposes hereof: 

“Credit Event Redemption Amount” means an amount determined 

as follows: 

where: 

{PA x IP} / Settlement Rate. 

“PA” means the Principal Amount outstanding of the Notes. 

“IP” means 17.7600 per cent.. 

(d) Reference Entity: Federative Republic of Brazil. 

“Settlement Rate” means the Settlement Rate determined in 

accordance with paragraph 4(b) above. 

(e) 

Reference Entity 

Notional Amount: 

Not Applicable 

(f) Reference Obligation: As specified in Annex 1 hereto. 

(g) Credit Default Spread: Not Applicable 

(h) 

Variations to Standard 

CLN Terms Product 

Supplement: 

(i) 

Paragraph 2.5(a)(i) shall be amended by the deletion of the 

words “an Affected Principal Amount of Assets” and the 

insertion of the words “the Assets” in their place. 

(ii) 

Paragraph 2.5(a)(ii) shall be amended by the deletion of the 

words “in an amount equal to the proportion that the relevant 

Affected Principal Amount bears to the aggregate Principal 

Amount of the Notes”. 

(iii) 

Paragraph 2.5(a)(iii) shall be amended by the deletion of the 

words “on a pro rata basis in an aggregate principal amount 

equal to the Affected Principal Amount”. 

(iv) 

Paragraph 2.6(a) shall be deemed deleted and the Settlement 

Date shall be determined in accordance with paragraph 6(c) 

above. 

(v) 

Paragraph 3.2 shall be amended by the deletion of the 

definition of “Succession Proviso” and the insertion of the 

following in its place: 

““Succession Proviso” means where pursuant to Section 2.2 



of the Credit Derivatives Definitions, one or more Successors 

have been identified in relation to a particular Reference 

Entity (the “Succeeded Reference Entity”), the Calculation 

Agent shall (without liability for the consequences therefor) 

select at its discretion one such Successor to be a Reference 

Entity (and for the avoidance of doubt, the Succeeded 

Reference Entity and each unselected Successor shall cease 

to be a Reference Entity, except where the Succeeded 

Reference Entity is the selected Reference Entity) and the 

Reference Entity Notional Amount in respect of the selected 

Successor will equal the Reference Entity Notional Amount 

which applied to the Succeeded Reference Entity immediately 

prior to the occurrence of the Succession Event.” 

(vi) 

Paragraph 3.4 shall not be applicable and shall be deemed to 

be deleted. 

(h) 

Asset Price Risk 

Bearer: 

Swap Counterparty 

7 Security 

(a) Security Interests The Issuer with full title guarantee and as continuing security in favour 

of the Trustee as trustee for itself, and the Secured Parties: 

(i) 

(ii) 

Fixed Charge: charges by way of first fixed charge the 

Assets and all the Transaction Amounts; and 

Assignments: assigns by way of security its Series Rights. 

(b) Additional Security None. 

(c) 

Additional Security 

Documents 

None. 

(d) Secured Parties Trustee, Principal Paying Agent, Custodian, IRS Counterparty, CDS 

Counterparty, Noteholders. 

(e) 

Priority of Claims upon 

enforcement of 

Security 

(i) 

(ii) 

Trustee: first, to the Trustee in respect of the Trustee’s 

Expenses; 

Secured Agents: secondly, to each Secured Agent pari 

passu and rateably in respect of the Secured Agents’ 

Expenses; 

(iii) 

CDS Counterparty and IRS Counterparty: thirdly, on a pro 

rata and pari passu basis, (a) to the CDS Counterparty in 

respect of the CDS Replacement Price (if positive), and (b) 

to the IRS Counterparty in respect of the IRS Replacement 

Price (if positive); 

(iv) 

Noteholders: fourthly, to the Noteholders pari passu and 

rateably in payment of any amounts due in respect of the 

Notes; and 

(v) 

Issuer: fifthly, to the Issuer in payment of any balance. 



8 Assets 

For the purposes hereof: 

“CDS Replacement Price” means the replacement cost of the Credit 

Default Swap expressed as a positive if payable to the CDS 

Counterparty and as a negative if payable to the Issuer, as 

determined by the Calculation Agent; and 

“IRS Replacement Price” means the replacement cost of the Interest 

Rate Swap expressed as a positive if payable to the IRS Counterparty 

and as a negative if payable to the Issuer, as determined by the 

Calculation Agent. 

(a) Assets USD 15,035,000 in nominal amount of the USD 15,035,000 Floating 

Rate Notes due 2022 issued by the Asset Issuer. 

Asset Issuer: The Goldman Sachs Group, Inc. 

Asset Status: Senior. 

Asset ISIN: XS0288061590 

Asset Maturity Date: 2 March 2022 

Interest Rate: 3 month USD LIBOR plus 0.42%. 

Asset Payment Dates: 2 March, 2 June, 2 September and 2 

December in each year, from and including 2 June 2007 to and 

including the Asset Maturity Date 

Form: Bearer. 

Rating: Aa3 by Moody’s, AA- by S&P and AA- by Fitch. 

(b) 

Self-Purchase by 

Disposal Agent 

Permitted. 

9 Interest Rate Swap Terms 

(a) Swap Agreement: The Interest Rate Swap (as defined in the Drawdown Deed). 

(b) 

(c) 

Swap Counterparty: 

Swap Guarantor: 

IRS Counterparty. 

The Goldman Sachs Group, Inc. 

(d) Reference Number: SDB505008842 

(e) 

General Terms 

Trade Date: 13 February 2007 

Effective Date: 

Termination Date: 

Issue Date of the Notes. 

Maturity Date of the Notes. 



Business Days: 

Business Day 

Convention: 

Notional Amount: 

London, New York and Sao Paulo 

Following Business Day Convention. 

Principal Amount of the Assets. 

(f) 

Issuer Payments 

Issuer Payment Dates: 

Issuer Payment 

Amounts: 

Each scheduled Asset Payment Date. 

Amounts equal to the interest amounts due in respect of the Assets 

on the corresponding scheduled Asset Payment Dates. 

(g) 

Final Exchange 

Issuer Final Payment: 

IRS Counterparty Final 

Payment: 

Final Exchange Date: 

An amount in USD equal to the redemption proceeds of the Assets. 

An amount in USD equal to the aggregate Final Redemption Amount 

of the Notes. 

The Termination Date. 

10 Credit Default Swap Terms 

(a) Swap Agreement: The Credit Default Swap (as defined in the Drawdown Deed). 

(b) 

(c) 

(d) 

Swap Counterparty: 

Swap Guarantor: 

Reference Number: 

CDS Counterparty. 

The Goldman Sachs Group, Inc. 

SDB505008842 

(e) Trade Date: 13 February 2007. 

(f) Effective Date: 14 February 2007. 

(g) 

Fixed Rate Payer 

Payment 

Not Applicable. 

(h) Additional Provisions Not Applicable. 



Annex 1 - Reference Obligation 

Reference Obligation Seniority ISIN 

Issuer Guarantor Coupon Maturity 

FEDERATIVE - 12.2500% 03-Mar-2030 Senior US105756AL40 

REPUBLIC OF 

BRAZIL 



Information relating to the Asset Issuer and the Assets 

Name of Asset Issuer: 

Address of Asset Issuer: 

Principal Business of Asset Issuer: 

Country of Incorporation of Asset 

Issuer : 

Stock Exchange(s) on which the 

Asset Issuer has securities listed: 

Laws governing Assets 

The Goldman Sachs Group Inc. 

85 Broad Street, New York, New York 10004, United States of 

America. 

The Asset Issuer, together with its consolidated subsidiaries, is 

a leading global investment banking, securities and investment 

management firm that provides a wide range of services 

worldwide to a substantial and diversified client base that 

includes corporations, governments and high-net-worth 

individuals. 

The Asset Issuer was incorporated under the laws of Delaware, 

United States of America. 

The Asset Issuer has securities listed on, inter alia, the London 

Stock Exchange. 

The laws of the State of New York, United States of America. 

Information relating to the Reference Entity 

Name of Reference Entity: 

Address of Reference Entity: 

Principal Business of Reference 

Entity: 

Country of Incorporation of 

Reference Entity : 

Stock Exchange(s) on which the 

Reference Entity has securities 

listed: 

Federative Republic of Brazil 

The Federative Republic of Brazil 

Ministry of Finance 

Secretaria do Tesouro Nacional 

Esplanada dos Ministérios 

Brasília, DF 

Brazil 



The Reference Entity has securities listed on, inter alia, the 

Luxembourg Stock Exchange. 



Use of Proceeds 

The net proceeds of the issue of the Series were used in or towards the acquisition of the related Assets 

and in making payments under other contracts entered into in connection with the issue of the Series. 



General Information 

1. Save as disclosed herein, there has been no significant change in the financial or trading position of 

the Issuer and no material adverse change in the financial position of the Issuer since its date of 

incorporation. 

2. The Issuer is not involved in any litigation, governmental or arbitration proceedings that may have, 

or have had since its incorporation, a significant effect on its financial position, nor is the Issuer 

aware that any such proceedings are pending or threatened. 

3. The Issuer does not intend to provide post-issuance transaction information. 

4. The language of this Prospectus is English. Certain legislative references and technical terms have 

been cited in their original language in order that the correct technical meaning may be ascribed to 

them under applicable law. 

5. The estimated total expenses related to the admission to trading of the Notes is EUR 2500. 

6. The Issuer has obtained all necessary consents, approvals and authorisations in connection with 

the issue and performance of the Notes. The board of directors of the Issuer have authorised the 

issue of the Notes by resolutions passed on 28 February 2007. 

7. The Assets have characteristics that demonstrate capacity to produce funds to service any 

payments due and payable on the securities. 

8. Copies of the following documents will be available for inspection and collection free of charge 

during usual business hours on any weekday (Saturdays, Sundays and public holidays excepted) in 

physical form at the specified office of the Issuer and the Principal Paying Agent in London for so 

long as any of the Notes shall remain outstanding: 

(i) 

the Memorandum and Articles of Association of the Issuer; 

(ii) the Programme Deed dated 3 March 2003 as updated on 25 August 2006 and 25 

September 2008; 

(iii) 

(iv) 

the Drawdown Deed dated 02 March 2007; and 

this Prospectus together with any document incorporated by reference in this Prospectus. 



ISSUER 

Signum Finance Cayman Limited 

Boundary Hall 

Cricket Square 

PO Box 1984 

Grand Cayman 

KY1-1104 

Cayman Islands 

DEALER, CALCULATION AGENT, DISPOSAL AGENT, PROCESS AGENT and VENDOR 

Goldman Sachs International 

133 Fleet Street 

London EC4A 2BB 

United Kingdom 

IRS COUNTERPARTY and CDS COUNTERPARTY 

Goldman Sachs Capital Markets, L.P. 

85 Broad Street 

New York NY 10005 

United States of America 

TRUSTEE 

BNY Corporate Trustee Services Limited 

One Canada Square 

London 

E14 5AL 

PRINCIPAL PAYING AGENT and CUSTODIAN 

The Bank of New York Mellon 


London E14 5AL 


LEGAL ADVISERS 

To the Dealer as to English law: 

Simmons & Simmons 

CityPoint 

One Ropemaker Street 

London EC2Y 9SS 

LISTING AGENT 

The Bank of New York Mellon 


London E14 5AL

Issuer: SIGNUM FINANCE CAYMAN LIMITED - Irish Stock Exchange

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