Exhibit 10(l) SWAP TRANSACTION CONFIRMATION TO: Sea Pines Company, Inc. ATTN: Steve Birdwell FAX: (843) 842-1464 FROM: Rafeek Ghafur Wachovia Bank, N.A. Derivative Products Services DATE: May 4, 2000 The purpose of this letter agreement is to confirm...
Exhibit 10(l)
SWAP TRANSACTION CONFIRMATION
TO: Sea Pines Company, Inc.
ATTN: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
FAX: (▇▇▇) ▇▇▇-▇▇▇▇
FROM: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Wachovia Bank, N.A.
Derivative Products Services
DATE: May 4, 2000
The purpose of this letter agreement is to confirm the terms and conditions of
the Swap Transaction entered into between Wachovia Bank, N.A. ("Wachovia") and
Sea Pines Company, Inc. ("Company") on the Trade Date specified below (the "Swap
Transaction"). This letter agreement constitutes a "Confirmation" as referred to
in the Agreement (as defined below).
The definitions and provisions contained in the 1991 lSDA Definitions published
by the International Swaps and Derivatives Association, Inc. (the "Definitions")
are incorporated into this confirmation. In the event of any inconsistency
between those definitions and provisions and this Confirmation, this
Confirmation will govern.
1. This Confirmation supplements, forms part of, and is subject
to the 1992 Master Agreement dated August 29, 1995 as amended
and supplemented from time to time (the "Agreement") between
you and us. All provisions contained in the Agreement will
govern this Confirmation except as expressly modified below.
2. The terms of the particular Swap Transaction to which this
Confirmation relates are as follows:
A. TRADE DETAILS
NOTIONAL AMOUNT: USD 6,000,000.00
TRADE DATE: May 4,2000
EFFECTIVE DATE: June 1,2000
TERMINATION DATE: November 1, 2005, subject to adjustment in
accordance with The Modified Following
Business Day Convention.
FIXED AMOUNTS:
Fixed Rate Payer: the Company
The 1st day of each month, commencing July 1,
2000 up to and including the Termination Date
subject to adjustment in accordance with The
Modified
Fixed Rate Payer Payment Dates: Following Business Day Convention.
Fixed Rate: 6.58% per annum
Fixed Rate Day Count Fraction: Actual / 360
FLOATING AMOUNTS:
Floating Rate Payer: Wachovia
The 1st day of each month, commencing July 1,
2000 up to and including the Termination Date
subject to adjustment in accordance with The
Modified
Floating Rate Payer Payment Dates: Following Business Day Convention.
Floating Rate Option: USD-LIBOR-BBA
Designated Maturity One Month
Floating Rate for Initial Calculation
Period: To Be Determined
Floating Rate Day Count Fraction: Actual / 360
Reset Dates: The first day of each Calculation Period.
Compounding: Not Applicable
KNOCK IN/KNOCK OUT PROVISIONS: The Floating Amount calculated in
respect of any Calculation Period, beginning June
1, 2000, shall be equal to the following:
If the Floating Rate for a Calculation Period
is equal to or greater than the Trigger Rate,
the Floating Amount shall be zero for that
Calculation Period. If the Floating Rate for
a Calculation period is less than the Trigger
Rate, the Floating Amount shall be based on
the Floating Rate for that Calculation
Period.
The Fixed Amount calculated in respect of any
Calculation Period, beginning June 1, 2000
shall be equal to the following:
If the Floating Rate for a Calculation Period
is equal to or greater than the Trigger Rate,
the Fixed Amount shall be zero for that
Calculation Period. If the Floating Rate for
a Calculation Period is less than the Trigger
Rate, the Fixed Amount shall be based on the
Fixed Rate for that Calculation Period.
Trigger Rate: 7.25 % per annum
BUSINESS DAYS: London Business Days for rate resets and
London and New York Business Days for
payments.
CALCULATION AGENT: Wachovia Bank, N.A.
B. ACCOUNT DETAILS
PAYMENTS TO WACHOVIA:
Payments to Wachovia: Wachovia Bank N.A
Fed Routing No.: ▇▇▇-▇▇▇-▇▇▇
For the Account of: Derivatives Settlement
Account Number: 1880-5813
Attention: ▇▇▇▇▇ ▇▇▇▇▇
PAYMENTS TO COMPANY:
Payments to Company: Wachovia Bank. N.A.
Fed Routing No.: ▇▇▇-▇▇▇-▇▇▇
For the Account of: Sea Pines Company, Inc.
Account Number: 7300-59086
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
C. OFFICES
WACHOVIA BANK N.A: ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇. Georgia 30303
Telephone (▇▇▇) ▇▇▇-▇▇▇▇
Fax (▇▇▇) ▇▇▇-▇▇▇▇
SEA PINES COMPANY, INC.: P.O. Box 7000
Hilton Head Island, SC 29938
Telephone (▇▇▇) ▇▇▇-▇▇▇▇
Fax (▇▇▇) ▇▇▇-▇▇▇▇
3. THE COMPANY HAS CONSULTED, TO THE EXTENT IT HAS DEEMED
NECESSARY, WITH ITS LEGAL, TAX AND FINANCIAL ADVISORS
REGARDING ITS DECISION TO ENTER INTO THE SWAP TRANSACTION AND
HAS HAD AN OPPORTUNITY TO ASK QUESTIONS OF, AND HAS OBTAINED
ALL REQUESTED INFORMATION FROM, WACHOVIA CONCERNING THE SWAP
TRANSACTION. THE COMPANY HAS MADE ITS OWN INDEPENDENT DECISION
TO ENTER INTO THE SWAP TRANSACTION BASED UPON ITS OWN
JUDGMENT, WITH FULL UNDERSTANDING OF THE ECONOMIC, LEGAL AND
OTHER RISKS ASSOCIATED WITH THE SWAP TRANSACTION (WHICH RISKS
IT IS WILLING TO ASSUME) AND IS ENTERING INTO THE SWAP
TRANSACTION WITHOUT RELYING UPON ANY ADVICE (ORAL OR WRITTEN)
OR PROJECTIONS PROVIDED BY ▇▇▇▇▇▇▇▇. THE COMPANY UNDERSTANDS
THAT ▇▇▇▇▇▇▇▇ IS RELYING ON THE STATEMENTS MADE BY THE COMPANY
IN THIS PARAGRAPH IN ENTERING INTO THE SWAP TRANSACTION.
Please confirm that the foregoing correctly sets out the terms of our agreement
by signing a copy of this Confirmation and returning it to us within two
Business Days.
Wachovia Bank, N.A. Sea Pines Company, Inc.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President Title: Chief Financial Officer