GUILFORD MILLS INC
10(W)
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>13
<FILENAME>jd12-31_1amend.txt
<DESCRIPTION>10(W)
<TEXT>
                                                                   Exhibit 10(w)

                   FIRST AMENDMENT TO STEAM PURCHASE CONTRACT
                   ------------------------------------------

           FIRST AMENDMENT TO STEAM PURCHASE CONTRACT dated as of August 1, 1991
(the "First Amendment"), to the Steam Purchase Contract (the "Steam Purchase
Contract") dated as of November 30, 1984, by and between GUILFORD MILLS, Inc., a
Delaware corporation ("Buyer"), and COGENTRIX OF NORTH CAROLINA, INC., a North
Carolina corporation and the successor by merger to Cogentrix Carolina Leasing
Corporation ("Cogentrix"). Terms used herein which are not defined are used as
defined in the Steam Purchase Contract.

                               W I T N E S E T H:
                               ------------------

           WHEREAS, the Buyer and Cogentrix have agreed to revise the pricing
formula for steam purchased by the Buyer from Cogentrix at the Buyer's Plant.

           NOW, THEREFORE, in consideration of the mutual agreements contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Buyer and Cogentrix hereby agree as follows:

           1. Amendments to Steam Purchase Contract. (a) The Steam Purchase
Contract is hereby amended by adding an additional clause (iii) in Section 5(a)
thereof which clause reads as follows:

                     (iii) Cogentrix and the Buyer agree to work together in
           good faith to explore means by which the Buyer's steam cost can be
           minimized without jeopardizing the revenues of the Cogeneration
           Facility. Each of Cogentrix and the Buyer further agrees to use best
           efforts to develop a plan no later than August 1, 1992 to achieve
           this goal.

           (b) The Steam Purchase Contract is hereby amended by deleting Section
5(b) in its entirety and substituting the following therefor:

                     (b) For the period beginning August 1, 1991 and continuing
           through July 31, 1992, the price for low pressure steam shall be
           $5.20 per thousand pounds. For the period beginning August 1, 1992
           and continuing through July 31, 1993, the price for low pressure
           steam shall be $5.40 per thousand pounds. For the period beginning
           August 1, 1991 and continuing through July 31, 1992, the price for
           high pressure steam shall be $4.24 per MMBTU. For the period
           beginning August 1, 1992 and continuing through July 31, 1993, the
           price for high pressure steam shall be $4.41 per MMBTU. Commencing on
           August 1, 1993, and on the first day of each Term Year thereafter,
           new purchase rates for steam and BTU's shall be computed based on the
           percentage increase, if any, in the Delivered Cost of Coal (as
           hereinafter defined) from August 1, 1985. The new purchase rates for
           steam and BTU's shall be computed by multiplying, in the case of
           Paragraph 5(a)(i) above, $5.10 per thousand pounds, and, in the case
           of Paragraph 5(a)(ii) above, the rate set forth therein, whichever is
           applicable (the "Base Rate") times a fraction, the numerator of which
           shall be the Delivered Cost of Coal in effect on the first day of the
           Term Year for which such calculation is being made and the
           denominator of which shall be the Delivered Cost of Coal on August 1,
           1985. As used herein, the "Delivered Cost of Coal" shall refer to the
           total price per ton paid by Cogentrix to purchase coal including the
           transportation cost per ton for delivery to the Cogeneration
           Facility. In no event shall such purchase prices be less than either
           of the Base Rates.

           2. Full Force and Effect. Except as modified hereby, the Steam
Purchase Contract has not been amended or modified and is and shall remain in
full force and affect.

           3. Definitions. Capitalized terms used herein and not otherwise
defined shall have the meanings assigned to them in the Steam Purchase Contract.

           4. Counterparts. This First Amendment may be executed in any number
of counterparts, each of which when so executed and delivered shall be deemed an
original, and it shall not be necessary in making proof of this First Amendment
to produce or account for more than one such counterpart.

           5. Governing law. This First Amendment and the Steam Purchase
Contract, as amended hereby, shall be deemed to be contracts made under and for
all purposes shall be construed in accordance with, the laws of the State of
North Carolina.





<PAGE>
           IN WITNESS WHEREOF, the undersigned have each caused this First
Amendment to be duly executed by the duly authorized officers and their
corporate seal to be here unto affixed and attached, all as of the year and day
first above written.

                                             GUILFORD MILLS, INC.


                                             By: /s/ George T. Stansell
                                                 -------------------------------
                                             Title: Vice President
                                                    ----------------------------


ATTEST:


By: /s/ William C. Ray
    ---------------------------------
Title: Vice President and Secretary
       ------------------------------
          [Corporate Seal]
                                             COGENTRIX OF NORTH CAROLINA, INC.


                                             By: /s/ T. Randolph Perkins
                                                 -------------------------------
                                             Title: Senior Vice President
                                                    ----------------------------

ATTEST:


By: /s/ Lori T. Hladik
    --------------------------
Title: Assistant Secretary
       -----------------------
          [Corporate Seal]





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</DOCUMENT>
