# SunTrust Equitable Securities Corporation

303 Peachtree Street, N.E., 23rd Floor,Center Code 3913

Atlanta, Georgia  30308

# Member NASD and SIPC

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|   | December 21, 2000 |
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**Confirmation of Interest Rate Transaction**

 

**THIS LETTERAGREEMENT SHOULD BE REVIEWED, EXECUTED BY AN AUTHORIZED PERSON(S), AND RETURNEDIMMEDIATELY VIA FAX TO 404-532-0514.**

*(Please directany questions to Ken Kuykendall at 404-532-0303.)*

 

BarryEdwards

ChiefFinancial Officer

F.Y.I.,Incorporated

3232McKinney Ave.

Suite900

Dallas,Texas  75204

Ph#:        214-953-7690

Fax#:      214-953-7556

 

REF:        11674/13660

 

DearMr. Edwards:

 

Thepurpose of this letter agreement is to set forth the terms and conditions ofthe Rate Transaction entered into between F.Y.I., Incorporated (“Counterparty”or “you”) and SunTrust Bank (“SunTrust” or “us”) on the Trade Date specifiedbelow (the “Transaction”).  SunTrustEquitable Securities Corporation acts as agent on behalf of SunTrust withrespect to this Transaction.  Thisletter agreement constitutes a “Confirmation” as referred to in the ISDA MasterAgreement to be entered into by the parties hereto.

 

Thedefinitions and provisions contained in the 1991 ISDA Definitions published bythe International Swap and Derivatives Association, Inc. (“ISDA”), as amendedand supplemented by the 1998 Supplement to the 1991 ISDA Definitions (the“Definitions”), are incorporated by reference into this Confirmation.  In the event of any inconsistency betweenthe Definitions and this Confirmation, this Confirmation shall govern.

 

ThisConfirmation supplements, forms a part of, and is subject to the ISDA MasterAgreement, as amended and supplemented from time to time (the “SwapAgreement”), between you and us.  Allprovisions contained or incorporated by reference in the Swap Agreement shallgovern this Confirmation except as expressly modified below.  Prior to the execution and delivery of suchSwap Agreement, this Confirmation alone shall constitute a complete and bindingagreement with respect to the Transaction.

 

Eachparty is hereby advised, and each such party acknowledges, that the other partyhas engaged in (or refrained from engaging in) substantial financialtransactions and has taken other material actions in reliance upon the parties’entry in the Transaction to which this Confirmation relates on the terms andconditions set forth below.

 

This Confirmation shall begoverned by and construed in accordance with the laws of the State of New Yorkwithout reference to choice of law doctrine.

 
| 1.                                             | The  terms of the particular Transaction to which this Confirmation relates are as  follows: |
|------------------------------------------------|----------------------------------------------------------------------------------------------|
|                                           |                                                                                         |   |
| Type of Transaction:                           |                                                                                         | Swap  Transaction |
|                                           |                                                                                         |   |
| Notional Amount:                               |                                                                                         | $50,000,000.00 |
|                                           |                                                                                         |   |
| Trade Date:                                    |                                                                                         | December  20, 2000 |
|                                           |                                                                                         |   |
| Effective Date:                                |                                                                                         | December  22, 2000 |
|                                           |                                                                                         |   |
| Termination Date:                              |                                                                                         | March  31, 2003, with adjustment in accordance with the Modified Following Business  Day Convention |
|                                           |                                                                                         |   |
| **Fixed  Amounts:**                            |                                                                                         |   |
|                                           |                                                                                         |   |
| Fixed Rate Payer:                              |                                                                                         | Counterparty |
|                                           |                                                                                         |   |
| Fixed Rate Payer Payment  Dates:               |                                                                                         | The  last day of each month, beginning January 31, 2001, through and including the  Termination Date, subject to adjustment in accordance with the Modified  Following Business Day Convention |
| Fixed Rate:                                    |                                                                                         | 5.775%  per annum |
|                                           |                                                                                         |   |
| Fixed Rate Day Count  Fraction:                |                                                                                         | Actual/360 |
|                                           |                                                                                         |   |
| Adjustment to Period End  Dates:               |                                                                                         | Applicable |
|                                           |                                                                                         |   |
| **Floating  Amounts:**                         |                                                                                         |   |
|                                           |                                                                                         |   |
| Floating Rate Payer:                           |                                                                                         | SunTrust |
|                                           |                                                                                         |   |
| Floating Rate Payer  Payment Dates:            |                                                                                         | The  last day of each month, beginning January 31, 2000, through and including the  Termination Date, subject to adjustment in accordance with the Modified Following  Business Day Convention |
|                                           |                                                                                         |   |
| Floating Rate for initial  Calculation Period: |                                                                                         | 6.66375% |
|                                           |                                                                                         |   |
| Floating Rate Day Count  Fraction:             |                                                                                         | Actual/360 |
|                                           |                                                                                         |   |
| Designated Maturity:                           |                                                                                         | 1  month |
|                                           |                                                                                         |   |
| Floating Rate Option:                          |                                                                                         | USD-LIBOR-BBA |
|                                           |                                                                                         |   |
| Spread:                                        |                                                                                         | Inapplicable |
|                                           |                                                                                         |   |
| Adjustment to Period End  Dates:               |                                                                                         | Applicable |
|                                           |                                                                                         |   |
| Reset Dates:                                   |                                                                                         | The  first day of each Floating Rate Payer Calculation Period |
|                                           |                                                                                         |   |
| Calculation Agent:                             |                                                                                         | SunTrust |
|                                           |                                                                                         |   |
| Business Days:                                 |                                                                                         | New  York |
|                                                |                                                                                              |  |  |

 

 

2.             Other Provisions

 

(a)           Youagree to provide us (i) Corporate Resolutions, and (ii) a Certificate ofIncumbency with respect to the individual(s) executing this Confirmation, bothdocuments evidencing your authority to enter into this Transaction.  This Provision (2)(a) shall constitute anadditional Agreement for the purpose of Section 4 of the Swap Agreement.

 

(b)          Bysigning this Confirmation, you acknowledge that you have received andunderstand the SunTrust Bank “Terms of Dealing for OTC Risk ManagementTransactions” and the “Risk Disclosure Statement for OTC Risk ManagementTransactions” (each attached hereto and incorporated by reference into thisConfirmation).

 

(c)           “LoanAgreement” shall mean each agreement, related by its terms to this Transaction,to which you (as borrower) and SunTrust (or one of its Affiliates) are orhereafter become parties (and to which other lenders may be parties) involvingthe making of loans, extensions of credit or financial accommodationsthereunder or commitments therefor, in the form existing on the date when thatagreement is executed and without regard to any termination or cancellationthereof, whether by reason of payment of all indebtedness incurred thereunderor otherwise, as such Loan Agreement may be amended, supplemented, otherwisemodified, replaced, or substituted.

 

3.             Account Details

 

Payment to Counterparty:

 

Depository: Bank One, Chicago

ABA # 071000013

Favor of: F.Y.I. Incorporated

Account # 10-50780

 

Payments to SunTrust:

 

SunTrust Bank

ABA # 061000104

FBO:  Bond Wire Clearing

Account # 9088-0000-95

Attn: Financial Risk Management,Operations

 

4.             Offices

 

(a)           TheOffice of Counterparty for the Transaction is its Dallas office; and

 

(b)          TheOffice of SunTrust for the Transaction is its Atlanta office.

 

By signing below, you alsoacknowledge and agree that we have explained to you the risks involved in thisTransaction, which risks include but are not limited to the following:

 

•               Market Risk: The risk that the Transaction may increase or decrease in value with achange in, among other things, interest rates or the yield curve; and

 

•               Liquidity Risk: The risk that the Transaction cannot be closed out or disposed ofquickly at or near its value.

 

You further acknowledge and agreethat you understand these risks and the Transaction as a whole, that you arecapable of managing the risks associated with this Transaction, that the risksinvolved in this Transaction are consistent with your financial goals, policiesand procedures, and risk tolerance, and that you have determined that thisTransaction is appropriate for you.

 

Pleaseconfirm that the foregoing correctly sets forth the terms of our agreement bysigning this copy of this Confirmation and immediately returning it to SunTrustEquitable Securities Corporation via fax at the number indicated on Page 1.

 
| Very  truly yours, |                    | Accepted  and Confirmed as of the date first written: |
|--------------------|-------------------------|-------------------------------------------------------|
|               |                    |                                                  |
| **SUNTRUST BANK**  |                    | **F.Y.I., INCORPORATED**                              |
|               |                    |                                                  |
| By:                | /s/  Fred D. Woolf |                                                  |   | By: | /s/  Barry Edwards |
|               | Fred D. Woolf           |                                                  | Name: | Barry  Edwards |
|               | Vice President          |                                                  | Title: | Executive  Vice President and |
|               |                    |                                                  | Chief  Financial Officer |
|                    |                         |                                                       |  |  |  |  |

 

**SunTrust Bank (“SunTrust”)**

**Terms of Dealing for OTC RiskManagement Transactions**

 

In connection with thenegotiation, entry into, and performance from time to time of over-the-counter(“OTC”) risk management transactions, please be advised that:

 

SunTrust acts as principalonly and does not act as advisor, agent, broker, or fiduciary for or withrespect to any counterparty (unless otherwise expressly agreed in a writtenengagement letter).

 

SunTrust expects that itscounterparties have the authority and capacity to enter into and perform theirobligations under their OTC risk management transactions with SunTrust, andSunTrust relies on the express and implied representations of itscounterparties with respect thereto.

 

SunTrust expects that its counterpartiespossess adequate knowledge and experience to assess independently, or with theassistance of their own advisors, the merits and risks of each OTC riskmanagement transaction that the counterparty may from time to time enter into,amend, or terminate.

 

SunTrust endeavors tomaintain the confidentiality of all confidential counterparty information andexpects its counterparties to do the same. Unless a counterparty gives SunTrust written notice to the contrary, eachcounterparty authorizes SunTrust and all SunTrust affiliates, includingSunTrust Equitable Securities Corporation (STES), to share with each otherconfidential information concerning a counterparty and/or its accounts formarketing or other purposes from time to time.   Any trade ideas, term sheets, and other similar documents sentto counterparties by SunTrust are not to be shared with others.

 

SunTrust may pay fees,commissions, and other amounts to agents, brokers, and/or other third partiesin connection with OTC risk management transactions entered into withcounterparties.  SunTrust considers theamount of such fees, commissions, and other amounts to be confidential and doesnot disclose the same to its counterparties.

 

SunTrust may from time totime receive orders for similar or identical transactions, and SunTrust makesno representation with respect to execution priorities.

 

STES’s Authorized Officershave the authority to bind SunTrust in connection with OTC risk managementtransactions.  A current list ofAuthorized Officers may be obtained from STES upon request.

 

OTC risk managementobligations of SunTrust are not FDIC insured.

 

**SunTrust Bank (“SunTrust”)**

**Risk Disclosure Statement for OTCRisk management Transactions**

 

Over-the-counter (“OTC”)risk management transactions, like other financial transactions, involve avariety of significant potential risks. OTC risk management transactions generally include options, forwards,swaps, swaptions, caps, floors, collars, combination and variations of suchinstruments, and other executory contractual arrangements, and may involveinterest rates, currencies, securities, commodities, equities, credit, indices,and other underlying interests.

 

Before entering into any OTCrisk management transaction, you should carefully consider whether thetransaction is appropriate for you in light of your experience, objectives,financial and operational resources, and other relevant circumstances.  You should also ensure that you fullyunderstand the nature of the transaction and contractual relationship intowhich you are entering and the nature and extent of your exposure to risk ofloss, which may significantly exceed the amount of any initial payment orinvestment by you.

 

The specific risks presentedby a particular OTC risk management transaction necessarily depend upon thecharacter of the specific transaction and your circumstances.  In general, however, all OTC risk managementtransactions involve the risk of adverse or unanticipated market developments,risk of illiquidity and credit risk, and may involve other material risks.  Equity risk management transactions mayincrease or decrease in value with a change in, among other things, stockprices and interest rates which could result in unlimited loss.  In addition, you may be subject to internaloperational risks in the event that appropriate internal systems and controlsare not in place to monitor the various risks and funding requirements to whichyou are subject by virtue of your activities in the OTC risk management andrelated markets.  OTC risk managementtransactions frequently are tailored to permit parties to customizetransactions to accomplish complex financial and risk managementobjectives.  Such customization can alsointroduce significant risk factors of a complex character.

 

As in any financialtransaction, you must understand the requirements (including investmentrestrictions), if any, applicable to you that are established by yourregulators or by your Board of Directors or other governing body.  You should also consider the tax andaccounting implications of entering into any risk management or othertransaction.  To the extent appropriatein light of the specific transaction and your circumstances, you shouldconsider consulting such advisers as may be appropriate to assist you inunderstanding the risks involved.  Ifyou are acting in the capacity of financial adviser or agent, you must evaluatethe foregoing matters in light of the circumstances applicable to yourprincipal.

 

In entering into any OTCrisk management transaction, you should also take into consideration that,unless you and SunTrust have established in writing an express financialadvisory or other fiduciary relationship or you and SunTrust have expresslyagreed in writing that you will be relying on SunTrust’s recommendations as theprimary basis for making your trading or investment decisions, SunTrust isacting solely in the capacity of an arm’s-length contractual counterparty andnot in the capacity of your financial advisor or fiduciary.  In addition, SunTrust or its affiliates mayfrom time to time have substantial long or short positions in and may make amarket in or otherwise buy or sell instruments identical or economicallyrelated to the OTC risk management transaction entered into with you or may havean investment banking or other commercial relationship with the issuer of anysecurity or financial instrument underlying an OTC risk management transactionentered into with you.

 

**THIS BRIEF STATEMENT DOES NOT DISCLOSE ALL OF THE RISKS AND OTHER SIGNIFICANTASPECTS OF ENTERING INTO OTC RISK MANAGEMENT TRANSACTIONS.  YOU SHOULD REFRAIN FROM ENTERING INTO ANYSUCH TRANSACTION UNLESS YOU FULLY UNDERSTAND ALL SUCH RISK AND HAVEINDEPENDENTLY DETERMINED THAT THE TRANSACTION IS APPROPRIATE FOR YOU.**