Exhibit 10.28


 


 


 


MODIFICATION
AGREEMENT

(Master Line)


 


THIS MODIFICATION AGREEMENT (the “Agreement”)
entered into this May  31, 2001, by PARKER & LANCASTER CORPORATION, a
Virginia corporation, and PARKER LANCASTER & ORLEANS, INC., a
Delaware corporation, (individually and collectively, the “ Borrower”), ORLEANS
HOMEBUILDERS, INC., a Delaware Corporation, (the “Guarantor”), and SOUTHTRUST
BANK, a state banking corporation, (the “Lender”).


 


RECITALS


 


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 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”). The parties now wish to further
modify certain provisions of the Loan Documents. The parties, in consideration
of their Recitals and in exchange for the mutual promises contained in this
Agreement, agree as follows:


 


1.             Modification.  Notwithstanding language in the Note and the
other Loan Documents to the contrary, the parties agree that the maturity date
of the Note is changed from “On Demand” to “January 30, 2002”.  All Loan Documents, including, but not limited
to the Note and Deed of Trust, are amended accordingly.


 


2.             Effect 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 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 those
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, 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 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 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 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 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:

  	
  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

  	
   

  
	
   

  	
   

  
	
   

  	
  LENDER:

  
	
   

  	
   

  
	
  Parker Lancaster & Orleans, Inc.,

  	
  SouthTrust Bank,

  
	
  a Delaware Corporation

  	
  a state banking corporation

  
	
   

  	
   

  
	
  BY:

  	
  Joseph A. Santangelo

  	
   

  	
  BY:

  	
  David P. Adams

  	
   

  
	
  Name/Title:

  	
  Chief Financial Officer

  	
   

  	
  Name/Title:

  	
  Vice President

  	
   

  
								



 


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