Exhibit 10.27


 


	
  Prepared by:

  	
   

  	
  Burns, Day & Presnell, PA (JMD), P.O.
  Box 10867, Raleigh, NC 27605

  
	
  Return to:

  	
   

  	
  SOUTHTRUST BANK, Attn:  David Adams

  
	
   

  	
   

  	
  P.O. Box 19367

  
	
   

  	
   

  	
  Raleigh, NC  27619-9367

  



 


 


	
  NORTH CAROLINA

  	
  MODIFICATION AGREEMENT

  
	
  WAKE COUNTY

  	
  (Master Line)

  



 


THIS MODIFICATION AGREEMENT (the “Agreement”)
entered into this March 9, 2001, by PARKER & LANCASTER
CORPORATION, a Virginia corporation, (the “Borrower”), PARKER LANCASTER &
ORLEANS, INC., a Delaware corporation (the “New Borrower”), ORLEANS HOMEBUILDERS,
INC., a Delaware Corporation (the “Guarantor”), TROY A. GAMBRIL, as Trustee
(the “Trustee”) and SOUTHTRUST BANK, a state banking corporation, (the
“Lender”).


 


RECITAL


 


Pursuant to that loan commitment dated April
22, 1998, Lender, on or about May 29, 1998, made a $20,000,000.00 loan to
Borrower (the “Loan”).  Borrower
executed a $15,500,000.00 Promissory Note (the “NC Note”) and a $4,500,000.00
Promissory Note (the “Virginia Note”), both in favor of Lender (collectively
the “Note”) and executed other documents, including the Deed of Trust (as
described below) which encumbers property located in various North Carolina and
Virginia counties, in connection with the Loan (the Note, these other
documents, and the Loan Modification Agreements and the Assumption Agreement
described below, collectively referred to as the “Loan Documents”).  Subsequently, the Borrower and Lender
entered into various Loan Modification Agreements modifying certain provisions
of the Loan Documents (together, the “Loan Modification Agreements”) and
Lender, Borrower and New Borrower entered into a Loan Assumption/Modification
Agreement (the “Assumption Agreement”), which among other things, provided that
New Borrower assume the Borrower’s obligations under the Loan and increased the
maximum amount of the Loan to $24,650,000.00. 
Borrower and New Borrower have decided that rather than having the New
Borrower assume the Loan, the Borrower and New Borrower would be co-borrowers
under the Loan.  Lender has consented to
that co-borrowing relationship, subject to the Borrower’s, the New Borrower’s,
and the Guarantor’s execution of this Agreement.  The parties, in consideration of their Recitals and in exchange
for the mutual promises contained in this Agreement, agree as follows:


 


1.             Modification


 


1.1           Notwithstanding language in the Assumption
Agreement and the other Loan Documents to the contrary, the parties agree that
Borrower and New Borrower shall be co-borrowers under the Loan.  References to “Borrower” in the Loan
Documents shall be deemed to be to both Parker & Lancaster Corporation and
Parker Lancaster & Orleans, Inc., which entities shall be jointly and
severally liable for any and all of the Borrower’s obligations under the
Loan.  Lender, by its signature below,
consents to this co-borrowing arrangement.


 

















 


1.2           Notice to the New Borrower at the address
noted in the Assumption Agreement shall be deemed to be notice to both
co-borrowers for all purposes under the Loan Documents.


 


2.             Effects of Modification.  Except as amended by this Agreement,
the provisions of the Loan Documents are hereby confirmed and shall remain in
full force and effect.  Borrower, New
Borrower, and Guarantor acknowledge that this Agreement shall not otherwise
affect their respective obligations to Lender under the Loan Documents and that
they shall remain liable for any and all of these obligations and that the
Note, remains secured by all of those Deed of Trust, Security Agreement and
Assignment of Leases (Master Line) instruments executed by Borrower as security
for the Loan, including, but not limited to that instrument recorded at Book
8080, Page 1025, Wake County Registry, as supplemented by those Supplemental
Deed(s) of Trust, if any, executed by Borrower, (collectively the “Deed of
Trust”).  This Agreement shall not, in
any way, constitute a novation of the loan.


 


3.             Representations.  The Borrower, New Borrower and
Guarantor, by their signatures below, acknowledge: (a) that the Note and other
Loan Documents, as amended, represent valid and subsisting obligations of the
Borrower, New Borrower and Guarantor, respectively; (b) that there are no known
defenses or offsets against those obligations; and (c) as of this date, to the
best of their knowledge, neither the Borrower, New Borrower nor the Guarantor
is in default under any of the Loan Documents, nor is there currently any event
which, with the passage of time, would constitute an Event of Default under any
of the Loan Documents.


 


4.             Miscellaneous.  As a material inducement to each
party to enter into this Agreement, the parties, severally, make the following
representations and warranties, each of which shall be true and correct as of
the date of this Agreement: (i) it has full power and legal right to execute,
deliver and perform this Agreement; and (ii) the execution and delivery of this
Agreement and the consummation of the contemplated transactions will not
conflict with, violate or constitute a default under any contract or other
instrument to which it is a party or by which it is bound.  No modification of this Agreement shall be
binding unless in writing, attached hereto, and signed by the party against
whom or which it is sought to be enforced. 
This Agreement shall be binding upon and shall inure to the benefit of
the parties and their successors and permitted assigns.  This Agreement shall be construed in
accordance with the laws of North Carolina without giving effect to its
conflict of laws principles.  All words
and phrases in this Agreement shall be construed to include the singular and
plural number, and the masculine, feminine, or neuter gender, as the context
requires.  Each party will execute and
deliver all additional documents and do all such other acts as may be
reasonably necessary to carry out the provisions and intent of this Agreement.


 


2

















 


IN WITNESS WHEREOF, the undersigned have
executed, sealed, and delivered this agreement as of the date first above
written.


 


	
  BORROWER:

  	
  GUARANTOR:

  
	
   

  	
   

  
	
  PARKER & LANCASTER CORPORATION

  	
  ORLEANS HOMEBUILDERS, INC.,

  
	
  a Virginia Corporation

  	
  a Delaware Corporation

  
	
   

  	
   

  
	
  By:

  	
  Joseph A. Santangelo

  	
   

  	
  By:

  	
  Joseph A. Santangelo

  	
   

  
	
  Name/Title:

  	
  Chief Financial Officer

  	
   

  	
  Name/Title 

  	
  Chief Financial Officer

  	
   

  
	
   

  	
    (Corporate Seal)

  	
   

  	
   

  	
    (Corporate Seal)

  	
   

  
										



 


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