Exhibit 10.20


 


PREPARED BY:   Burns, Day &
Presnell, P.A. (JMD)

RETURN TO:


 


NORTH CAROLINA

WAKE COUNTY


 


SECOND LOAN
MODIFICATION AGREEMENT


(MASTER)


 


THIS SECOND LOAN MODIFICATION AGREEMENT (the
“Agreement”) entered into this November 30, 1998, by PARKER & LANCASTER
CORPORATION, a Virginia corporation, (the “Borrower”), TROY A. GAMBRIL, as
Trustee, (the “Trustee”), and SOUTHTRUST BANK, N.A., a national banking
association, (the “Lender”).


 


RECITALS


 


Pursuant to that loan commitment dated April
22, 1998 (the “Original Commitment”), 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), in connection with the Loan (the Note,
these other documents, and the Loan Modification Agreement described below
collectively referred to as the “Loan Documents”).  On or about November 4, 1998, the parties entered into a First
Loan Modification Agreement modifying certain provisions of the Loan Documents
(the “Loan Modification Agreement”). Lender issued and Borrower has accepted a
new loan commitment dated November 20, 1998 (the “New Commitment”), which is
incorporated into this Agreement by this reference, which modified certain
terms of the Loan. The parties now wish to modify certain provisions of the
Loan Documents in accordance with the terms of the New Commitment. The parties,
in exchange for the mutual promises contained in this Agreement, agree as
follows:


 


1.             Modification.


 


1.1.          Notwithstanding language in the Note and the
other Loan Documents to the contrary, the parties agree that:


 


(a)           the maximum principal amount which may be
advanced or readvanced under the Note shall be increased from $20,000,000.00 to
$22,000,000.00;


 


(b)           the maximum amount which may be advanced or
readvanced under the NC Note shall be increased from $15,500,000.00 to
$17,500,000.00;


 


(c)           the maximum amount which may be advanced or
readvanced under the Virginia Note shall remain at $4,500,000.00; and


 


(d)           the maturity date of the Loan is changed to
“November 30, 1999”.  All Loan
Documents, including, but not limited to the Note and Deed of Trust, are
amended accordingly.


 

















 


1.2.          The terms of the New Commitment are
incorporated into the Loan Documents. In the event of a conflict between the
terms of the Original Commitment and the terms of the New Commitment, the latter
terms shall control.


 


2.             Effect of Modification. Except as amended by this Agreement, the
provisions of the Note and other Loan Documents are hereby confirmed and shall
remain in full force and effect. The executed original of this Agreement shall
be attached to the original NC Note. The parties acknowledge that the Note, as
modified by this Agreement, shall remain secured by all Deed of Trust, Security
Agreement and Assignment of Leases (Master) securing the Notes, including but
not limited to that instrument recorded at Book 8080, Page 1025, Wake County
Registry, as supplemented by the 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.             Borrower/Guarantor Representation. The Borrower, and the Guarantors by their
signatures below, acknowledge that the Note and other Loan Documents, as
amended, represent valid and subsisting obligations of the Borrower and
Guarantors, respectively, and that there are no known defenses or offsets
against those obligations.


 


4.             Miscellaneous. 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 or 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.


 


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


 


	
   

  	
  BORROWER:

  
	
   

  	
   

  
	
   

  	
  PARKER & LANCASTER
  CORPORATION,

  
	
   

  	
  a Virginia Corporation

  
	
   

  	
   

  
	
   

  	
  BY:

  	
  J. Phillip Harris

  	
   

  
	
   

  	
  Vice President

  
	
   

  	
   

  
	
  Attest:

  	
   

  
	
   

  	
   

  
	
  Donna L. King

  	
   

  	
   

  
	
  Asst. Secretary

  	
   

  
	
   

  	
   

  
	
  (CORPORATE SEAL)

  	
   

  
					



 


 


2

















 


	
   

  	
  LENDER:

  
	
   

  	
   

  
	
   

  	
  SOUTHTRUST BANK, N.A.,

  
	
   

  	
  a national banking
  association

  
	
   

  	
  BY:

  	
  David P. Adams

  	
   

  
	
   

  	
   

  	
  Vice President

  	
   

  
	
   

  	
   

  
	
  Attest:

  	
   

  
	
   

  	
   

  
	
  Danez B. Johnson

  	
   

  	
   

  
	
  Asst. Secretary

  	
   

  
	
   

  	
   

  
	
  (CORPORATE SEAL)

  	
   

  
	
   

  	
   

  
	
   

  	
  TRUSTEE:

  
	
   

  	
   

  
	
   

  	
  Troy A. Gambril

  	
   

  
	
   

  	
  Troy A. Gambril

  
						



 


3

















 


CONSENT/ACKNOWLEDGMENT


 


The undersigned, guarantors of the Note
described above, consent to this Loan Modification Agreement and the additional
obligations imposed upon them by this Agreement as guarantors of the Loan. The
undersigned agree that this Agreement shall not in any way release them from
their obligations or liabilities under that “Guaranty Agreement” dated on or
about May 29, 1998 (the “Guaranty”) executed by them in connection with the
other Loan Documents. The undersigned acknowledge that they remain bound under
that Guaranty as provided in that document and that the terms of that Guaranty
and their respective liability thereunder shall be applicable to the Loan
Documents as amended by this Agreement.


 


IN WITNESS WHEREOF, the undersigned has
executed, sealed and delivered this Agreement this November 30, 1998.


 


	
   

  	
  J. Russell Parker, III

  	
  (SEAL)

  
	
   

  	
  J. Russell Parker, III -
  Guarantor

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Barbara H. Parker

  	
  (SEAL)

  
	
   

  	
  Barbara H. Parker - Guarantor

  	
   

  



 


 


COMMONWEALTH OF VIRGINIA

CITY OF CHESTERFIELD


 


I, Diane Herndon a Notary Public of the
County and State aforesaid, certify that Donna L. King personally came
before me this day and acknowledged that she is the Assistant Secretary of
Parker & Lancaster Corporation, a Virginia corporation, and that by authority
duly given and as the act of the corporation, the foregoing instrument was
signed in its name by its Vice President, sealed with its corporate seal and
attested by its Assistant Secretary.


 


Witness my hand an notarial seal, this
December 3, 1998.


 


	
   

  	
  Diane Herndon

  	
   

  
	
   

  	
  Notary Public

  	
   

  
	
   

  	
  My Commission expires:

  	
   

  



 


 


 


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