Swap Transaction Confirmation between Wachovia Bank, N.A. and Sea Pines Company, Inc.

Summary

Wachovia Bank, N.A. and Sea Pines Company, Inc. entered into a swap agreement where Sea Pines pays a fixed interest rate and Wachovia pays a floating rate based on USD-LIBOR-BBA, on a notional amount of $6,000,000. Payments are made monthly from June 1, 2000, to November 1, 2005. If the floating rate meets or exceeds 7.25%, no payments are due for that period. Both parties confirm their understanding of the risks and terms, and Sea Pines acknowledges it made an independent decision to enter the agreement.

EX-10.L 12 g80245exv10wl.txt SWAP TRANSACTION CONFIRMATION 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 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.: 061-000-010 For the Account of: Derivatives Settlement Account Number: 1880-5813 Attention: Susan Lucia PAYMENTS TO COMPANY: Payments to Company: Wachovia Bank. N.A. Fed Routing No.: 061-000-010 For the Account of: Sea Pines Company, Inc. Account Number: 7300-59086 Attention: Steve Birdwell C. OFFICES WACHOVIA BANK N.A: 191 Peachtree Street Atlanta. 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 WACHOVIA. THE COMPANY UNDERSTANDS THAT WACHOVIA 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/ Rafeek Ghafur By: /s/ Steven P. Birdwell ----------------- ---------------------- Name: Rafeek Ghafur Name: Steven P. Birdwell Title: Vice President Title: Chief Financial Officer