Exhibit 10.25


 


LOAN MODIFICATION AGREEMENT (MASTER)


 


THIS LOAN MODIFICATION AGREEMENT (the
“Agreement”) entered into this November 6, 2000, by PARKER & LANCASTER CORPORATION,
a Virginia corporation, (the “Borrower”),   ORLEANS
HOMEBUILDERS, INC., a Delaware corporation, (the “Guarantor”), and SOUTHTRUST
BANK, a state banking corporation, f/k/a SouthTrust Bank,
N.A., (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 “Notes”) and executed other documents, including the
Deeds of Trust (as described below), in connection with the Loan (the Notes,
these other documents, and the Loan Modification Agreements described below
collectively referred to as the “Loan Documents”). Subsequently, the parties
entered into a various Loan Modification Agreements modifying certain
provisions of the Loan Documents (together, the “Loan Modification
Agreements”). The Borrower wishes to finance certain properties in Virginia
under the Loan; however, the funds required will cause the amount to be
advanced under the Virginia Note to exceed the maximum amount permitted under
the Loan Documents. The parties now wish to further modify certain provisions
of the Loan Documents, as more specifically provided below, to facilitate these
advances for those properties. The parties, in consideration of these Recitals
and in exchange for the mutual promises contained in this Agreement, agree as
follows:


 


1.             Modification. The parties agree that the maximum principal
amount of $22,000,000.00 which may be advanced or readvanced under the Notes
shall be reallocated as follows: (a) the maximum amount which may be advanced
or readvanced under the NC Note is decreased to $18,100,000.00; and (b) the
maximum amount which may be advanced or readvanced under the Virginia Note is
increased to $3,900,000.00. For purposes of providing flexibility in
accommodating future changes in the allocation of maximum advances between the
Notes, the parties agree that the maximum amount to be secured by the Deeds of
Trust securing the NC Note shall nevertheless remain at $18,500,000.00 and the
maximum amount to be secured by the Deeds of Trust securing the Virginia Note
shall nevertheless remain at $4,500,000.00, notwithstanding that the maximum
principal amount which may be advanced or readvanced under the Notes shall
remain at $22,000,000.00. All Loan Documents, including, but not limited to the
Notes, are amended accordingly.


 


2.             Effect of Modification.  Except
as amended by this Agreement, the provisions of the Notes 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 Notes, as modified by this Agreement, shall remain
secured by all Deed of Trust, Security Agreement and Assignment of Leases
(Master) securing the Notes, as


 

















 


supplemented by the Supplemental Deed(s) of
Trust, if any, executed by Borrower 
(collectively the “Deeds of Trust”). This Agreement shall not, in any
way, constitute a novation of the Loan.


 


3.             Borrower/Guarantor Representation.  The
Borrower and the Guarantor acknowledge that the Notes 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. The Guarantor consents to this Loan Modification
Agreement and the additional obligations, if any, imposed upon them by this
Agreement as guarantor of the Loan. The Guarantor agrees that: (i) this
Agreement shall not in any way release it from its obligations or liabilities
under that “Guaranty Agreement” dated on or about October 12, 2000 (the
“Guaranty”) executed by them in connection with the Loan; (ii) they remain
bound under the Guaranty as provided in that document; and (iii) the terms of
the Guaranty and its liability thereunder shall be applicable to the Loan
Documents as amended by this Agreement.


 


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:

  	
  GUARANTOR:

  	 

	
   

  	
   

  	 

	
  PARKER & LANCASTER CORPORATION,

  	
  ORLEANS HOMEBUILDERS, INC., a

  	 

	
  a Virginia Corporation

  	
  Delaware Corporation

  	 

	
   

  	
   

  	 

	
  BY:

  	
  J. Phillip Harris

  	
   

  	
  BY:

  	
  Joseph A. Santangelo

  	
   

  
	
   

  	
  Vice President

  	
   

  	
  Name/Title:

  	
  Chief Financial Officer

  	
   

  	 

	
   

  	
   

  	 

	
  LENDER:

  	
   

  	 

	
   

  	
   

  	 

	
  SOUTHTRUST BANK,

  	
   

  	 

	
  a state banking corporation

  	
   

  	 

	
   

  	
   

  	 

	
  BY:

  	
  David P. Adams

  	
   

  	
   

  	 

	
   

  	
  Vice President

  	
   

  	
   

  	 

								



 


 


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