AMENDED AND RESTATED SWAP TRANSACTION CONFIRMATION

The following event shall constitute a “Termination Event” for this Transaction: before the opening of business on December 17, 2006, the Counterparty fails to execute and deliver to Wachovia an ISDA Master Agreement (including a Schedule thereto) in form and substance acceptable to Wachovia in its sole discretion.

If this Termination Event occurs, Wachovia may give written notice (including by facsimile transmission) to the Counterparty designating a New York Business Day not earlier than (nor more than 20 days after) the day such notice is given as the “Early Termination Date” for this Transaction. Upon that designation, all obligations under this Transaction will terminate and be replaced by an obligation of one party hereto to make a payment to the other party hereto as compensation for the termination of this Transaction (“Termination Payment”). The amount of, and the party obligated to make the Termination Payment shall be determined by Wachovia in accordance with the provisions of Section 6(e) of the 1992 ISDA Master Agreement (“ISDA Master”), which provisions, together with related definitions and ancillary provisions, are hereby incorporated by reference (mutatis mutandis) from the Local Currency--Single Jurisdiction version of the ISDA Master Agreement. For purposes of the foregoing, (i) the “Second Method” and “Market Quotation” apply, (ii) this Transaction will be deemed a “Terminated Transaction”, and (iii) the Counterparty will be deemed the “Affected Party”, as such terms are used in the ISDA Master Agreement.

The Termination Payment will be due on the New York Business Day following the Early Termination Date, together with interest thereon (payable on demand and computed on a 360-day year basis for actual days elapsed) at a rate per annum equal to 2% plus the daily average Bank Prime Loan rate in effect for each day the Termination Payment remains unpaid as published in N.Y. Federal Reserve Statistical Release H. 15(519) for each such day.

Documentation

If at any time there exists an executed ISDA Master Agreement between the parties governing this Transaction, this Confirmation supplements, forms part of and will be governed by that ISDA Master Agreement, and all provisions contained or incorporated by reference in that ISDA Master Agreement will govern this Confirmation except as expressly modified herein. In the absence of that ISDA Master Agreement, this Confirmation shall supplement, form a part of, and be subject to an agreement in the form of the ISDA Master Agreement (Local Currency-Single Jurisdiction) published in 1992 by the International Swaps and Derivatives Association, Inc. as if the parties had executed an agreement in such form (the provisions of which are hereby incorporated by reference), but without any Schedule except for the election of New York law (without regard to conflicts of law principles) as the governing law. References in this Confirmation to the “ISDA Master Agreement” shall be to whichever of the foregoing is applicable. Neither party is acting as the other party’s financial advisor for this Transaction nor is it relying on the other party for any evaluation of the present or future results, consequences, risks, and benefits of this transaction, whether financial, accounting, tax, legal, or otherwise.

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