Exhibit 99(d)
Real Estate Loan Commitment Letter
August 30, 2005
Culp, Inc.
101 South Main Street
High Point, North Carolina 27261-2686
Attention: Mr. Robert G. Culp
Re: Loan Commitment to Culp, Inc.
Dear Mr. Culp:
Wachovia Bank, National Association (hereafter "Wachovia" or "Bank") is pleased
to offer you a commitment to lend on the following terms and conditions:
BORROWER:
Culp, Inc., a North Carolina corporation (the "Borrower")
AMOUNT:
The amount of this facility shall be $4,060,000 in the form of a commercial
mortgage loan (the "Loan"), provided, however, that in no event shall the
maximum principal amount of the Loan exceed 70% of the current fair market value
of the Property (hereinafter defined) as determined by the Wachovia ordered
appraisal described below.
PURPOSE:
This facility shall be used to finance certain real property known as 1823
Eastchester Drive, High Point, Guilford County, North Carolina (the "Property").
TERM:
This facility shall have a term of 5 years.
INTEREST RATE:
The interest rate will be 1-month LIBOR plus 3.00% (the "Applicable Margin");
provided, however, that for any fiscal period during which the Borrower's
Debt/EBITDA Ratio is less than 3.00 to 1.00, the Applicable Margin shall be
2.50%. As used herein, "Debt/EBITDA Ratio" shall have the meaning given such
term in the Amended and Restated Credit Agreement, dated as of August 23, 2002,
by and among the Borrower, the Bank, as Agent, and the Bank, as such Amended and
Restated Credit Agreement has itself been amended (as amended, the "Credit
Agreement'). "LIBOR" is the rate for U.S. dollar deposits of that many months
maturity as reported Telerate page 3750 as of 11:00 a.m., London time, on the
second London business day before the relevant interest period begins (or if not
so reported, then as determined by the Bank from another recognized Bank or
interbank quotation).
REQUIRED HEDGE:
Borrower will be required to hedge at least 50% of the Loan's floating interest
expense by entering into an interest rate swap (the "Swap") with Wachovia (or
other counterparty acceptable to Wachovia) contemporaneously with the closing of
the Loan, pursuant to which Borrower shall receive the amount necessary to pay
at least 50% of the interest expense due under the Loan (exclusive of default
interest or other adjustments provided for in the loan documents) and shall pay
the amount that would be equal to at least 50% of the interest that would accrue
on the Loan at a fixed rate. Borrower shall maintain the Swap for the full term
of the Loan.
Wachovia is willing to provide this Swap to Borrower upon mutually agreeable
terms. Assuming a Swap were executed with Wachovia at today's rate, the Swap's
fixed rate would be 7.71%. This is indicative only. The actual rate is subject
to market conditions at the time the Swap is consummated. The Swap will be
governed by an ISDA Master Agreement and shall be secured by the Collateral
described herein.
REPAYMENT:
This facility shall be repayable in monthly installments equal to the sum of (i)
all accrued and unpaid interest at the loan interest rate, plus (ii) a principal
payment equal to the principal portion of the fixed payment that would be
required to repay the loan in full amortized over a hypothetical 15-year term,
at the fixed interest rate payable under the Swap, in substantially equal
payments. All remaining principal and interest shall be due on the maturity
date.
PREPAYMENT:
Borrower may prepay the loan in whole or in part only if Borrower pays such
additional amounts deemed necessary by Wachovia to compensate Wachovia for any
losses, costs or expenses which Wachovia incurs as a result of such prepayments
pursuant to the compensation provisions which shall be more fully set out in the
loan documents.
Any prepayment in whole or in part shall include accrued interest and all other
sums then due under any of the Loan Documents. No partial prepayment shall
affect the obligation of Borrower to make any payment of principal or interest
due under this Note on the due dates specified.
No prepayment shall affect Borrower's obligation to continue making payments
under the Swap, which shall remain in full force and effect notwithstanding such
prepayment, subject to the terms of such Swap.
FEES:
Commitment Fee. The Borrower shall pay a non-refundable commitment fee of
$1,500.00 ("Commitment Fee"), payable at loan closing.
The Commitment Fee shall be considered earned upon Borrower's acceptance of this
Commitment. Borrower acknowledges that the Commitment Fee is a liquidated
damages amount and is reasonable compensation to Wachovia for expenses, work and
services arising from the negotiation and preparation of this Commitment and
preparing the Loan for closing.
COLLATERAL:
The Borrower shall grant Wachovia a lien and security interest in the following
collateral and provide any documents required for perfection of the lien and
security interests:
A first priority deed of trust lien on the Property, including all improvements
presently located or subsequently constructed thereon, together with a security
interest in all fixtures located at and used in connection with the Property.
FINANCIAL STATEMENTS:
Borrower shall furnish to Wachovia the following financial information, in each
instance prepared in accordance with generally accepted accounting principles
consistently applied and otherwise in form (with original signatures) and
substance satisfactory to Bank, which is required to be delivered by Borrower to
Bank in accordance with the provisions of the Credit Agreement (whether or not
the Credit Agreement has terminated).
COVENANTS.
In addition to the covenants customarily required by Wachovia for similar loans
and/or similar borrowers, the following covenants shall be applicable to this
facility:
Required Hedge. Borrower shall hedge 50% of the Loan's floating interest expense
for the full term of the Loan by maintaining an interest rate swap, cap or
collar with Bank or other counterparty acceptable to Bank in a notional amount
equal to at least 50% of the then principal balance of the Loan, providing for a
fixed rate, and containing such other terms and conditions as shall be
reasonably acceptable to Bank.
Debt/EBITDA Ratio. By April 30, 2007, the Borrower's Debt/EBITDA Ratio shall be
equal to or less than 3.00 to 1.00.
Credit Agreement Covenants. Borrower shall observe, perform and fulfill, for the
benefit of the Bank, all those financial covenants and agreements, as the same
are in effect on the date hereof or may hereafter be amended in writing executed
by Bank, contained in the Credit Agreement, the provisions of which are
incorporated herein by reference, which covenants and agreements Borrower shall
continue to observe, perform and fulfill notwithstanding any termination of the
Credit Agreement and notwithstanding that the indebtedness under the Credit
Agreement has been or may hereafter be partially or fully repaid.
CONDITIONS PRECEDENT:
The provisions of this Commitment are subject to and conditioned upon receipt by
Wachovia of the following, all in form and substance satisfactory to Wachovia:
Wachovia ordered appraisal, at Borrower's expense, showing a current fair market
value of the Property satisfactory to Wachovia.
Phase I Environmental Report, at Borrower's expense, relating to the Property
and the surrounding area. If there is any evidence or possibility of any
environmental problem on, at or adjacent to the Property, either prior to or
after the loan closing, Bank may, at its option, require evidence of the nature
of the problem and evidence that the problem has been remediated, all at
Borrower's expense.
A commitment to issue a standard ALTA mortgagee title insurance policy in form,
content and from a title insurer satisfactory to Wachovia, insuring the deed of
trust as a first lien on the Property for the full amount of the loan, with such
endorsements as Wachovia may require. Title shall be fee simple and marketable,
free and clear of all defects, liens and encumbrances, including mechanics'
liens, and subject only to such exclusions from coverage and exceptions to title
as Wachovia shall approve. The title commitment shall include judgment and
bankruptcy court searches, tax and assessment searches, and county and state
financing statement searches.
A recorded plat or current survey of the Property, certified to Wachovia and the
title insurer, showing the boundaries of the Property by courses and distances,
together with a corresponding metes and bounds description, the actual or
proposed location of all improvements, encroachments and restrictions, the
location and width of all easements, utility lines, rights-of-way and building
set-back lines, and notes referencing book and page numbers for the instruments
granting the same.
Original or duplicate policies, or evidence of insurance on an ACORD 27 form of
certificate, of: "all-risk" fire and extended coverage hazard insurance, which
must include fire, vandalism and malicious mischief coverage (non-reporting
Commercial Property Policy with Special Cause of Loss form), in an amount not
less than 100% of the agreed upon full insurable replacement value of the
Property, including coverage for loss of rents or business interruption;
comprehensive general public liability insurance in an amount satisfactory to
Wachovia; and, if the Property is located in a special flood hazard area, flood
insurance is required in the amount equal to the lesser of the loan amount or
maximum available under the National Flood Insurance Program, but in no event
should the amount of coverage be less than the value of the improved structure;
in each case in form and with companies acceptable to Wachovia and naming
Wachovia as first mortgagee, loss payee or certificate holder, as applicable,
and endorsed to provide that occupancy by any person shall not void such
coverage on such policies. Each insurance policy must state that it will not be
canceled or changed without at least thirty (30) days' prior written notice to
Wachovia.
DOCUMENTS:
The Loan will be evidenced by documents prepared by and acceptable to Wachovia,
containing such representations, warranties, affirmative and negative covenants,
indemnities, closing conditions, defaults and remedies as are typically required
by Wachovia and/or are customary in this type of transaction. The Loan shall be
cross defaulted to the Credit Agreement. The failure of Borrower and Wachovia to
reach agreement on the loan documents shall not be deemed a breach by Wachovia
of this commitment. Unless Wachovia agrees otherwise in writing, completion of
all documents is a condition of closing.
COSTS:
On or before the closing Borrower shall pay all costs, expenses and fees
(including, without limitation, any appraisal, survey, insurance, environmental
assessment, engineering, inspections, searches, recording and attorneys' fees)
associated with this transaction. Bank is not providing legal advice or services
to Borrower.
Wachovia's attorneys' fees will generally be based on the time and labor
required, the novelty and difficulty of the questions raised by the transaction
contemplated hereunder, the skill required to perform the services, the
customary fee charged for a similar services, and the time limitations imposed
for performance.
OTHER:
Opinion of Counsel. On or prior to the date of the initial borrowing, Borrower
will provide Wachovia with an opinion letter, in form and substance satisfactory
to Wachovia, from an attorney acceptable to Wachovia. The opinion will provide,
to Wachovia's satisfaction, that the Borrower is validly existing under the laws
of the jurisdiction where Borrower is organized and qualified, is qualified to
transact business and is in good standing under the laws of the state in which
the Property is located, and has full power and authority to undertake the
activities contemplated by the Loan; that all Loan Documents (as will be defined
in the Note) have been duly authorized, executed and delivered by Borrower; and
that the Loan and its terms do not violate any laws including, without
limitation, any usury laws or similar laws of the jurisdiction where Borrower
and any Collateral are located, and such other matters and opinions as Wachovia
reasonably requests.
Operating Documents. On or prior to the date of any borrowing hereunder,
Wachovia shall have received from Borrower a copy of such Borrower's by-laws,
certified as to completeness and accuracy by an appropriate officer of Borrower.
Charter Documents. Wachovia shall have received from Borrower a copy of its
Articles of Incorporation and all other charter documents of Borrower, all
certified by the Secretary of State of the state of Borrower's incorporation.
Certificate of Good Standing. Wachovia shall have received from Borrower, a
certificate of the Secretary of State of the state of such Borrower's
incorporation as to the good standing of such Borrower.
Certificate of Incumbency. Wachovia shall have received from Borrower a
certificate of an appropriate officer of Borrower as to the incumbency and
signatures of the officers of Borrower executing the Loan Documents.
Borrowing Authorization. Bank shall have received from Borrower a borrowing
resolution or other proof of authority to enter into the transactions
contemplated herein.
Permanent Financing. When and if Borrower elects to arrange permanent financing
on the Property securing the Loan, Borrower hereby grants Wachovia Securities
and Wachovia Corporation or its affiliates, including Wachovia Bank, National
Association ("Wachovia"), the right of first opportunity to register lenders and
to provide permanent financing on the Property on terms satisfactory to
Borrower. Borrower will provide first notification to Wachovia of its intent to
obtain permanent financing and will in a timely manner use its best efforts to
provide Wachovia with the information necessary to enable it to obtain such
financing.
Minimum Standards. In addition to the requirements set forth in the Loan
Documents, all surveys, insurance, title policies, construction documents,
environmental reports, payment and performance bonds, and any other due
diligence or additional documents required in connection with this Loan, shall
comply with Bank's minimum standards in place from time to time for such
documents, which shall be provided in writing by Bank to Borrower upon request.
Wachovia's obligations under this commitment are conditioned on the fulfillment
to Wachovia's sole satisfaction of each term and condition referenced by this
commitment. These terms and conditions are not exhaustive, and this commitment
is subject to certain other terms and closing conditions customarily required by
Wachovia for similar transactions and may be supplemented prior to closing based
upon Wachovia's investigation and/or as disclosure of Borrower's circumstances
so dictate. This commitment will expire unless the Loan is closed on or before
October 31, 2005. This commitment letter shall not survive closing.
Wachovia has made this commitment based upon the information supplied by
Borrower. Wachovia shall have the right to cancel this commitment, whereupon
Wachovia shall have no obligations hereunder, in the event of: (i) a material
adverse change in the business or prospects of Borrower, financial or otherwise;
(ii) a material change in the accuracy of the information, representations,
exhibits or other materials submitted by Borrower in connection with its request
for financing; (iii) loss of, damage to, a taking of, or the presence of any
hazardous substances or asbestos at or on any collateral for the Loan. Borrower
must immediately notify Wachovia of any such event; (iv) Borrower or any
principal thereof shall file or make or have filed or made against such person a
petition in bankruptcy, an assignment for the benefit of creditors or an action
for the appointment of a receiver, or shall become insolvent, however evidenced;
or (v) there is a change in the structure or ownership of Borrower.
This commitment supersedes all prior commitments and proposals with respect to
this transaction, whether written or oral, including any previous loan proposals
made by Wachovia or anyone acting with its authorization. No modification shall
be valid unless made in writing and signed by an authorized officer of Wachovia.
This commitment is not assignable, and no party other than Borrower shall be
entitled to rely on this commitment.
Please indicate your acceptance of this offer and the terms and conditions
contained herein by signing below and returning one executed copy of this
commitment letter to the undersigned. This offer of commitment shall expire
unless the acceptance is received by the undersigned on or before September 2,
2005.
Thank you for allowing Wachovia to be of service. Please do not hesitate to give
me a call at (336) 378-4136 if I can be of further assistance.
Sincerely,
WACHOVIA BANK, NATIONAL ASSOCIATION
By: /S/ Matthew M. Rankin
Name: Matthew M. Rankin
Title: Vice President
The above commitment is agreed to and accepted on the terms and conditions
provided in this letter.
CULP, INC.
By: /S/ Franklin N. Saxon
Name: Franklin N. Saxon
Title: President
Date August 30, 2005
In the event Wachovia's document preparation staff needs to obtain additional
information for the closing of this transaction, please provide in the space
below the name and telephone number of the appropriate contact at your company:
Name Kenneth R. Bowling
Since the Loan is secured by real estate, Wachovia may need to contact your
attorney regarding title insurance and other matters. Please provide below the
name and telephone number of the attorney you plan to use.
Attorney's name: Julie Chiu
Telephone Number: (704) 377-8348
E-Mail Address: Jchiu@rbh.com
Fax Number: (704) 373-3948