(First Union Logo appears on left side of page)
Interest Rate Swap
Date: May 31, 1995
To: Mr. Franklin N. Saxon
Culp, Inc.
101 South Main Street
7th Floor
High Point, NC 27261-2686
Phone: 910-888-6266 Fax: 910-887-7089
From: First Union National Bank of North Carolina
Subject: Interest Rate Swap
Ref. No. 9606/10281
Dear Mr. Saxon:
The purpose of this letter agreement is to set forth the
terms and conditions of the Interest Rate Swap Transaction entered
into between Culp, Inc. ("Counterparty") and First Union National
Bank of North Carolina ("First Union") on the Trade Date
specified below (the "Swap Transaction"). This letter agreement
constitutes a "Confirmation" as referred to in the Master Agreement
specified below.
1. The definitions and provisions contained in the 1991 ISDA
Definitions (as published by the International Swap Dealers
Association, Inc.) (the "Definitions"), are incorporated into this
Confirmation. In the event of any inconsistency between those
definitions and the provisions and this Confirmation, this Confirmation
will govern.
If you and we are parties to a Master Agreement that sets forth
the general terms and conditions applicable to Swap Transactions
between us (a "Swap Agreement"), this Confirmation supplements, forms
a part of, and is subject to, such Swap Agreement. If you and we
are not yet parties to a Swap Agreement, this Confirmation will
supplement, form a part of, and be subject to, a Swap Agreement upon
its execution by you and us. All provisions contained or incorporated
by reference in such Swap Agreement shall govern this Confirmation
except as expressly modified below. In addition, if a Swap Agreement
has not been executed, this Confirmation will itself evidence a
complete binding agreement between you and us as to the terms and
conditions of the Swap Transaction to which this Confirmation relates.
Each party is hereby advised, and each such party
acknowledges, that the other party has engaged in ( or refrained from
engaging in) substantial financial transactions and has taken other
material actions in reliance upon the parties' entry into the Swap
Transaction to which this Confirmation relates on the terms and
conditions set forth below.
If on any Calculation Date (or if, for any Calculation period,
as applicable), (a) the product of the Fixed Rate and the Fixed Rate
Day Count Fraction exceeds the product of the Floating Rate (plus or
minus the Spread, if applicable) and the Floating Rate Day Count
Fraction, the Fixed Rate Payer shall pay the Floating Rate Payer, on
the relevant Payment Date, an amount equal to such excess multiplied by
the Notional amount, (b) the product of the Floating Rate (plus or
minus the spread if applicable) and the Floating Rate Day Count
Fraction exceeds the product of the Fixed Rate and the Fixed Rate Day
Count Fraction, the Floating Rate Payer shall pay the Fixed Rate Payer,
on the relevant Payment Date, an amount equal to such excess multiplied
by the Notional Amount, or (c) the product of the Fixed Rate and
the Fixed Rate Day Count Fraction is equal to the product of the
Floating Rate (plus or minus the Spread, if applicable) and the
Floating Rate Day Count Fraction, no amount shall be due by either side
on the relevant Payment Date. Each party's obligation to make payment of
any amount which would otherwise by due hereunder on a Payment Date
shall be automatically satisfied and discharged by payment of the
net amount due on such Payment Date, determined in the foregoing manner.
This Confirmation will be governed by and construed in
accordance with the laws of the State of New York, without reference
to choice of law doctrine, provided that this provision will be
superseded by any choice of law provisions contained in the Swap
Agreement.
2. The terms of the particular Swap Transaction to which this
Confirmation relates are as follows:
Transaction Type: Interest Rate Swap
Trade Date: May 30, 1995
Effective Date: June 1, 1995
Termination Date: June 3, 2002, subject to
adjustment in
accordance with the Modified
Following Business
Day Convention
Notional Amount: USD 5,000,000.00
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Fixed Amounts:
Fixed Rate Payer: Counterparty
Fixed Rate Payer Payment Dates: Monthly on the 1st day of
each month, starting
June 3, 2002, through and
including the
Termination Date, subject to
the Modified
Following Business Day
Convention.
Fixed Rate: 6.85%
Fixed Rate Day
Count Fraction: ACT/360
Floating Amounts:
Floating Rate Payer: First Union
Floating Rate Payer Payment Dates: Monthly on the 1st day of
each month, starting
July 1, 1995, through and
including the
Termination Date, subject to
the Modified
Following Business Day
Convention.
Floating Rate for Initial
Calculation Period: 6.0625%
Floating Rate Option: USD-LIBOR-BBA
Designated Maturity: 1 Month
Spread: 0.50%
Floating Rate Day
Count Fraction: ACT/360
Reset Dates: Monthly on the 1st day of
each month, starting
July 1, 1995, through and
including May 1, 2002,
subject to the Modified
Following Business
Day Convention.
Compounding: Inapplicable
Calculation Agent: First Union
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Business Days: London & New York
Payments to First Union: First Union Charlotte
Capital Markets
Attention: Derivatives Desk
Fed. ABA No. 053000219
Ref. No.: 9606/10281
First Union Settlements: Brian Hall
Derivatives Desk
Ph. No.: 704-383-1185, Fax
No.: 704-383-9139
Payments to Counterparty: Please forward instructions to
FUNB-NC. No
payments will be made prior to
receipt of
Counterparty's payment
instructions.
First Union Address: One First Union Center
301 South College Street TW-9
Charlotte, NC 28288-0601
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Please confirm that the foregoing correctly sets forth the
terms of our agreement by executing a copy of this Confirmation
enclosed for that purpose and returning it to us.
Very truly yours,
FIRST UNION NATIONAL BANK
OF NORTH CAROLINA
By: (Sig of Joseph M. Nenichka)
Name: Joseph M. Nenichka
Title: Vice President
Date: (handwritten copy--5/31/95)
By: (sig of Kenneth A. Gill, III)
Name: Kenneth A. Gill, III
Title: Vice President
Date: (handwritten copy--5/31/95)
Accepted and confirmed as of
the date first above written:
CULP, INC.
By: (Signature of Franklin N. Saxon)
Name: (handwritten--Franklin N. Saxon)
Title:(handwritten--VP & CFO)
Date: (handwritten--6/2/95)
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