Maggie:

I do have comments to this confirm.  I have never seen your ISDA Master Agreement ("Master") so you need to have your lawyer review some portions of it to eliminate the possibility of conflict.  

(1)	Is SunTrust the Calc Agent under your Master? Should they be agent for this deal?

(2)	Need to upgrade definitions to 2000 Definitions (the 1991 and 1998 Definitions have been superseded!)

(3)	Are you in agreement with the optional early termination language and all calculations being performed by SunTrust in the manner set out? There is no valuation or payment time/date for this termination or details for giving notice of intent to exercise the termination option.  This language is extremely vague but perhaps you do not mind.

(4)	Do you have existing transactions with SunTrust on your books in addition to this one?

(5)	Are there any Additional Termination Events under the Master?  You don't want to necessarily eliminate such events from occurring.  Also, it is not clear to me if this transaction or any other derivative transaction with SunTrust is "related to the Loan Agreement" for purposes of giving SunTrust the right to terminate.  Is it?

(6)	Defining an "event" as either an "Event of Default" or a "Termination Event" has different settlement consequences.  It looks like you're not concerned as to how SunTrust values terminated Transactions if this deal is "related" to the Loan Agreement. I think part 2(d) would be clearer if stated as:

"Additional Termination Event will apply.  The following shall constitute an Additional Termination Event with respect to the Counterparty: (cite events (i) and (ii) if accurate) .  For the purpose of the foregoing Termination Event, the Affected Party shall be the Counterparty."

This means SunTrust will calculate as if you were in default.  Or do you want to calculate at mid?

(6)	You should delete Par. 2(a).  I don't believe you have agreed to do this in the past (but perhaps you do not mind).  Your lawyer should review the impact of stating "This provision shall constitute an additional Agreement for the purpose of Section 4 of the Swap Agreement."

(7)	Are the economics of the deal stated correctly?

(8)	What Transaction(s) are being superseded?  Has anything from the initial deal been left out that should be retained?

-----Original Message-----
From: Schroeder, Maggie 
Sent: Tuesday, October 09, 2001 9:37 AM
To: Jesse III, John; Shackleton, Sara; Dobin, Nora
Subject: FW: Revised Confirm


John, FYI
Nora, If you could review the other provisions to make sure that they picked up our changes.
Sara, Could you please give a general review?  If you are not the correct party (Jeff Nogid gave me your name), could you give me guidance as to who could assist?


Thanks to everyone.


-----Original Message-----
From: Newby.Steven [mailto:Steven.Newby@SunTrust.com]
Sent: Tuesday, October 09, 2001 9:28 AM
To: Schroeder, Maggie
Cc: Kuykendall.Ken; Avant.Phillip
Subject: Revised Confirm


Maggie -

Attached is another revision of the swap confirm.  Ken wanted to make some
clarifying changes to the copy we sent to you last week.  Sorry for the
confusion and please feel free to give me a call to discuss.  If this is
acceptable let me know and I will send a clean copy.  Thanks.

Steve




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