Exhibit 10.24


 


LOAN
MODIFICATION AGREEMENT

(Master Line)


 


THIS LOAN MODIFICATION AGREEMENT (the
“Agreement”) entered into this October 12, 2000, by PARKER & LANCASTER CORPORATION,
a Virginia corporation, (the “Borrower”), J. RUSSELL PARKER, III and  BARBARA H. PARKER, (individually
and collectively, the “Guarantor”)  and SOUTHTRUST BANK, a state banking
corporation, (the “Lender”). ORLEANS HOMEBUILDERS, INC., a Delaware
Corporation, (“Orleans”) joins in this Agreement for the limited purposes noted
below.


 


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
Agreements described below collectively referred to as the “Loan Documents”).
Subsequently, the Borrower, Guarantor, and Lender entered into various Loan
Modification Agreements modifying certain provisions of the Loan Documents
(together, the “Loan Modification Agreements”), which among other things,
increased the maximum amount of the Loan to $22,000,000.00. Orleans is
acquiring all of the outstanding stock of the Borrower (the “Stock Transfer”).
As a part of that transaction, Orleans has agreed to cause the Guarantor to be
released from the Guaranty Agreement (defined below) and to guarantee the
payment of the Loan. The parties, in consideration of their Recitals and in
exchange for the mutual promises contained in this Agreement, agree as follows:


 


1.             Modification.  Upon Orleans’ execution and delivery to
Lender of the original of the Guaranty Agreement attached as Exhibit A, which
is incorporated into this document by this reference, (the “Orleans Guaranty”),
the Lender shall be deemed to have released J. Russell Parker, III and Barbara
H. Parker from any and all obligations under that “Guaranty Agreement” dated on
or about May 29, 1998 executed by them in connection with the Loan (the
“Original Guaranty”). Thereafter, all references in the Loan Documents to
“Guaranty Agreement” or “Guaranty” shall be deemed to be to the Orleans
Guaranty and all references to Guarantor shall be deemed to be to Orleans. All
Loan Documents, including, but not limited to the Loan Agreement, 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. The parties acknowledge 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. 


 


3.1.          The Borrower, Guarantors and Orleans by their
signatures below, acknowledge that the Note and other Loan Documents, as
amended, represent valid and subsisting obligations of the Borrower and, upon
execution of the Orleans Guaranty, Orleans, respectively, and that there are no
known defenses or offsets against those obligations. Until the delivery of the
executed original of the Orleans Guaranty to Lender, the Guarantors agree that:
(i) this Agreement shall not in any way release them from their obligations or
liabilities under the Original Guaranty and (ii) they remain bound under the
Original Guaranty.


 


3.2.          The Lender represents that: (a) as of October
10, 2000 the outstanding principal balance due under the Note is
$11,688,636.84; and (b) to the best of its 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. The Lender’s execution of this
document shall evidence its consent to the Stock Transfer and its
acknowledgment that the Stock Transfer shall not constitute an Event of Default
under 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.


 


	
  LENDER:

  	
  ORLEANS:

  
	
   

  	
   

  
	
  SOUTHTRUST BANK,

  	
  ORLEANS HOMEBUILDERS, INC., a

  
	
  a state banking corporation

  	
  Delaware Corporation

  
	
   

  	
   

  
	
  BY:

  	
  David P. Adams

  	
   

  	
  BY:

  	
  Joseph A. Santangelo

  	
   

  
	
   

  	
  Vice President

  	
   

  	
  Name/Title:

  	
  Chief Financial Officer

  	
   

  



 


(SIGNATURES CONTINUED ON NEXT PAGE)


 


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  BORROWER:

  	
  GUARANTORS:

  
	
   

  	
   

  
	
  PARKER & LANCASTER CORPORATION,

  	
  J. Russell Parker, III

  	
  (SEAL)

  
	
  a Virginia Corporation

  	
  J. Russell Parker, III

  
	
   

  	
   

  
	
  BY:

  	
  Joseph A. Santangelo

  	
   

  	
  Barbara H. Parker

  	
  (SEAL)

  
	
   

  	
  Chief Financial Officer

  	
   

  	
  Barbara H. Parker

  	
   

  



 


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EXHIBIT A


 


GUARANTY
AGREEMENT


 


($22,000,000.00
Revolving Line of Credit - Master)


 


This GUARANTY AGREEMENT (the “Guaranty”)
entered into
                                        ,
2000 by ORLEANS
HOMEBUILDERS, INC., a Delaware Corporation, (the “Guarantor”) in
favor of SOUTHTRUST
BANK, a state banking corporation, (the “Beneficiary”) to induce the
Beneficiary to enter into that Loan Modification Agreement of even date with PARKER &
LANCASTER CORPORATION, a Virginia corporation, (the “Borrower”), et.
al. modifying that $22,000,000 Revolving Line of Credit Loan
evidenced by that Loan Agreement dated on or about May 29,1998 (as subsequently
modified, the “Loan Agreement”). (Except where specifically provided to the contrary
in this document, the capitalized terms shall have the same meanings as those
used in the Loan Agreement.) The Loan Agreement and other Loan
Documents are incorporated into this document by this reference.


 


1.             GUARANTY. 
Guarantor unconditionally guarantees to the Beneficiary the full payment
and performance of all of the Borrower’s present and future indebtedness and
obligations under the Loan Documents, and under all modifications, renewals and
extensions of those instruments (the “Indebtedness”). Upon an Event of Default
by Borrower (as defined in the Loan Documents or this Guaranty), all
Indebtedness will be payable by Guarantor to the Beneficiary immediately on
demand.


 


2.             RIGHTS OF BENEFICIARY. 
Guarantor authorizes the Beneficiary (with the Borrower’s consent) at
any time  to alter any of the terms of
the Indebtedness, to take and hold any security for the Indebtedness and to
accept additional or substituted security, to subordinate, compromise or
release any security, to release the Borrower of its liability for all or any
part of the Indebtedness, to release, substitute or add any one or more
guarantors or endorsers, and to assign this Guaranty in whole or in part. The
Beneficiary may take any of the foregoing actions upon any terms and conditions
as the Beneficiary may elect, without giving notice to any Guarantor or
obtaining the consent of any Guarantor and without affecting the liability of
any Guarantor to the Beneficiary.


 


3.             INDEPENDENT OBLIGATIONS. 
Guarantor’s obligations under this Guaranty are independent of those of
the Borrower and other Guarantors, if any, are primary and not secondary, and
are enforceable immediately upon demand without recourse first having been had
against the Borrower, any security, or any other person. The Beneficiary may
bring a separate action against any one or more Guarantors without first
proceeding against or exhausting its remedies against the Borrower or any other
person or against any security held by the Beneficiary and without having first
pursued any other remedy. The Beneficiary’s rights under this Guaranty will not
be exhausted by any action by the Beneficiary until all of the Indebtedness has
been fully paid and performed.


 


4.             WAIVERS OF DEFENSES. 
Guarantor waives: (a) presentment, demand, protest and notice of any
kind; (b) all rights of subrogation, all rights to enforce any remedy that the
Beneficiary may have against the Borrower, and all rights to participate in any
security held by the Beneficiary for the Indebtedness, until the Indebtedness
has been paid and performed in


 


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full; (c) all rights for stay or delay of
action, execution, sale of property or other satisfaction of judgment against
the undersigned arising by operation of law or otherwise on account of
Beneficiary having not first proceeded against Borrower or security for the
Loan (such to include the benefits under N.C.G.S. Sections 26-7, 8 and 9 and
its successors); (d) defenses of bankruptcy or insolvency of Borrower; and (e)
applicable homestead exemptions.


 


5.             IMPAIRMENT OF SUBROGATION RIGHTS.  Upon
an Event of Default applicable to Borrower, the Beneficiary may elect to
nonjudicially or judicially foreclose against any real or personal property
security it holds for the Indebtedness or any part thereof or exercise any
other remedy against the Borrower or any security. No such action by the
Beneficiary will release or limit the liability of any Guarantor to the
Beneficiary even if the effect of that action is to deprive the Guarantor of
the right to collect reimbursement from the Borrower for any sums paid to the
Beneficiary.


 


6.             COSTS AND EXPENSES.  Guarantor agrees to pay the
Beneficiary’s reasonable out-of-pocket costs and expenses, including but not
limited to reasonable legal fees and disbursements, incurred in any effort to
collect or enforce any of the Indebtedness or this Guaranty, whether or not any
lawsuit is filed.


 


7.             NATURE OF OBLIGATION.  The obligations of Guarantor is
absolute and unconditional and shall not be impaired, modified, released or
limited by any occurrence or condition whatsoever. This Guaranty is not subject
to the happening or existence of any condition precedent not specified in this
document or to any particular use of the proceeds of any advance under the
Revolving Line. This Guaranty shall terminate on the due and prompt payment and
satisfaction of the Indebtedness. Notwithstanding such and the fact that this
Guaranty has been returned to Guarantor, the obligations under this Guaranty
shall continue in full force and effect with respect to any amount received by
Beneficiary under the Loan Documents which Beneficiary may be required to repay
under any bankruptcy or insolvency laws.


 


8.             DEFAULT.  Each of the following events
shall be an “Event of Default”:  (a) A
material adverse change in Guarantor’s financial condition since the execution
of this Guaranty; (b) Failure of Guarantor to pay generally the Guarantor’s
debts as they become due, commencement of any voluntary bankruptcy proceeding,
consent to the appointment of a receiver, the assignment for the benefit of
creditors, or any similar insolvency act; (c) Guarantor’s failure to make any
payment due on any indebtedness or other security for borrowed money or the
occurrence of any event, the effect of which is to cause such indebtedness or
other security or portion thereof to become due prior to its stated maturity;
(d) Any representation contained in any financial statement or other
information provided to the Beneficiary by Guarantor is false or misleading in
any material respect; and (e) Any Event of Default described in the other Loan
Documents.  Whenever an Event of Default
shall have occurred and continued for a period of thirty (30) days (or shorter
period of time if specifically specified in the other Loan Documents) after
written notice thereof delivered by the Beneficiary to Guarantor, the
Beneficiary may:  (a) Declare the entire
Indebtedness to be immediately due and payable; and, (b) Exercise any and all
other remedies provided in this Guaranty, the Loan Documents, or by statute,
law, or in equity.


 


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9.             REPRESENTATIONS.  Guarantor makes the following
representations as the basis for its undertakings under this document:  (a) Guarantor is fully capable and empowered
(being under no legal restriction, limitation or disability) to enter into,
execute and deliver this Guaranty; (b) Guarantor has duly executed and
delivered this Guaranty, and this Guaranty constitutes a valid and binding obligation,
enforceable in accordance with its terms; (c) the execution and delivery of
this Guaranty and all documents, instruments and certificates relating hereto,
or required pursuant to the Loan Documents, and the consummation of the
transactions contemplated hereby and thereby, do not conflict with and will not
result in a breach of any of the terms and conditions or provisions of any
agreement or instrument to which Guarantor is a party or by which it is bound,
and will not constitute a default under any of the foregoing, or result in the
creation or imposition of any lien, charge or encumbrance of any kind upon any
of the property or assets of Guarantor, under the terms of any such other
instrument or agreement; (d) the execution and delivery of this Guaranty and
all documents, instruments and certificates relating thereto will not violate
any statute, law, ordinance, rule, regulation, decree, ruling, judgment, order,
permit or injunction applicable to its property or assets; (e) there are no
actions, suits or proceedings pending or to the knowledge of Guarantor
threatened, against or affecting Borrower, it or the Property or involving the
validity or enforceability of the Deed of Trust or any of the other Loan
Documents or the priority of the lien thereof, at law or in equity, before or
by any governmental authority, which, if adversely determined, would impair the
ability of Borrower or the Guarantor to pay when due any amounts which may
become payable in respect of the Loan Documents, and neither Borrower nor
Guarantor is in default with respect to any order, writ, injunction, decree or
demand of any court or governmental authority; (f) there has been no material
adverse change in the general affairs or financial condition or assets of
Guarantor subsequent to the effective date of all financial and other
information furnished to Beneficiary; and (g) to the best of their knowledge,
after due inquiry no event which would constitute an Event of Default under
this Guaranty or which, with notice or lapse of time, or both, would become
such an Event of Default, has occurred and is continuing.


 


10.          MISCELLANEOUS.  No delay or failure by the Beneficiary to
exercise any right or remedy against the Borrower or any Guarantor will be
construed as a waiver of that right or remedy. All remedies of the Beneficiary
against the Borrower and Guarantor are cumulative. The invalidity or
unenforceability of any one or more provisions of this Guaranty will not affect
any other provision. This Guaranty will be governed by North Carolina law, and
may be amended only by a written instrument executed by the Guarantor and the
Beneficiary. The obligations of each Guarantor of the Loan shall be joint and
several.  Notices required to be given
to a Guarantor shall be given in the manner specified in the Loan Agreement to
the addresses set out below or if none, to the address for the Borrower set out
in the Loan Agreement. The provisions of this Guaranty will bind and benefit
the heirs, executors, administrators, legal representatives, successors and
assigns of each Guarantor and the Beneficiary. Whenever the context requires,
all terms used in the singular will be construed in the plural and vice versa,
and each gender will include each other gender. The term “Borrower” will mean
both the named Borrower and any other person or entity at any time assuming or
otherwise becoming primarily liable on all or any part of the Indebtedness. THE UNDERSIGNED EXPRESSLY ACKNOWLEDGE THAT THIS IS A
GUARANTY OF PAYMENT AND NOT A GUARANTY OF COLLECTION.


 


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IN
WITNESS WHEREOF, the undersigned have caused this
Agreement to be executed, sealed and delivered all on the date first above
written.


 


	
   

  	
  ORLEANS:

  
	
   

  	
   

  
	
   

  	
  ORLEANS HOMEBUILDERS, INC., a

  
	
   

  	
  Delaware Corporation

  
	
   

  	
   

  
	
  (CORPORATE SEAL)

  	
   

  
	
   

  	
   

  
	
   

  	
  BY:

  	
   

  	
   

  
	
   

  	
  Name/Title:

  	
   

  	
   

  
					



 


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STATE OF 


 


COUNTY OF 


 


I, a Notary Public of the County and State
aforesaid, certify that
                     
                 
personally came before me this day and acknowledged that he/she is
          President of Orleans
Homebuilders, Inc, a Delaware corporation, and that by authority duly given and
as the act of the corporation, the foregoing instrument was signed and the
corporate seal affixed by him/her in that capacity.


 


Witness my hand and notarial seal, this
                          ,
2000.


 


 


	
   

  	
   

  	
   

  
	
  (SEAL)

  	
  Notary Public

  
	
   

  	
  My Commission Expires:

  	
   

  	
   

  
					



 


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