Regarding the proposed language in 2(c), I would recommend that such provision be modified so that if SunTrust is a party to any new credit agreement, the covenants contained therein would govern the swap agreement going forward.  Since chances are good that SunTrust will continue to be a lender, this modification would obviate the need to monitor FGT's compliance with potentially inconsistent terms between the old and new credit agreements.  If SunTrust ceases to be a party to FGT's credit agreement prior to the maturity date of the swap, then the terms and conditions in effect at the time of SunTrust's withdrawal would apply prospectively.


-----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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