J Aron

Tanya:
Here is the issue with respect to the Goldman Guaranty. The new Guarantor is
now The Goldman Sachs Group, Inc. (previously it was The Goldman Sachs Group,
LP). In the existing Guaranty, we permitted Goldman to assign its rights to
a Successor Guarantor without our consent if the Successor Guarantor met the
following qualifications:

1. (a) if the Successor Guarantor is a corporation, at least 50% of the
voting stock had to be held by the same entities/persons that owned and
controlled the previous Guarantor

(b) if the Successor Guarantor is a partnership, it had to be controlled by
the same entities/persons that controlled the previous Guarantor.

2. the Successor Guarantor's Credit Rating could not be lower than the lesser
of (y) A2/A or (z) the predecessor Guarantor's Credit Rating prior to the
transfer

3. the Successor Guarantor had to have a total net worth of at least
$200,000,000

4. the Successor Guarantor had to be the direct or indirect parent of J Aron.

Their lawyer is telling me that now that Goldman is public, it cannot agree
to item #1. Are you okay if the criteria is just items 2,3 and 4?

Carol