SWAP TRANSACTION CONFIRMATION

     Exhibit 10.12

SWAP TRANSACTION CONFIRMATION

Dear Randy Wooten:

This confirms the terms of the Transaction described below between Counterparty and Wachovia. The definitions and provisions contained in the 2000 ISDA Definitions, as published by the international Swaps and Derivatives Association. Inc., are incorporated into this Confirmation. In the event of any inconsistency between those definitions and provisions and this Confirmation, this Confirmation will govern.

This Confirmation evidences a complete and binding agreement between Wachovia and Counterparty as to the terms of the Transaction to which this Confirmation relates. In addition, the parties agree to use all reasonable efforts promptly to negotiate, execute and deliver an agreement (the "Master Agreement") in the form of the ISDA Master Agreement (Multicurrency-Cross Border) (the "ISDA Form"), with such modifications as the parties will agree in good faith. Upon the execution by the parties of the Master Agreement, this Confirmation will supplement, form a part of, and be subject to the Master Agreement, and all provisions contained or incorporated by reference in the Master Agreement will govern this Confirmation except as expressly modified below. Until the parties execute and deliver the Master Agreement, this Confirmation shall supplement, form a part of, and be subject to an agreement in the form of the ISDA Form as if the parties had executed an agreement in such form, but without any Schedule except for the election of New York law (without regard to conflicts of law principles) as the governing law and U.S. Dollars as the Termination Currency. 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.

1. The terms of the particular Transaction to which the Confirmation relates arc as follows:

Additional. Termination Event

(a) The following event shall constitute an "Additional Termination Event" for this Transaction under the ISDA Master Agreement referred to herein: a Credit Support Annex to the ISDA Master Agreement referred to herein fails to be executed and delivered by Counterparty and Wachovia by:

January 03, 2005

(b) If that Additional Termination Event occurs and is continuing, either party may give written notice to the other parry 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 the giving of that notice all obligations under this Transaction will terminate and be replaced by an obligation of one parry to make a payment to the other parry under Section 6(e) of the ISDA Master Agreement referred to herein. The amount of, and the party obligated to make, such payment shall be determined by Wachovia in accordance with the provisions of such Section 6(e). For that purpose this Transaction shall be a "Terminated Transaction", the Counterparty shall be the "Affected Party" and the "Second Method" and "Market Quotation" shall apply. Such payment will be due on the New York Business Day following the Early Termination Date by the party obligated to pay that amount under Section 6(e) of the ISDA Master Agreement refereed to herein.

The following event shall constitute a "Termination Event" for this Transaction: before the opening of business on January 03, 2005, 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

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