Exhibit
10.14


 


THIRD
ALLONGE AND MODIFICATION TO MASTER


LOAN AGREEMENT AND OTHER LOAN
DOCUMENTS


 


THIS THIRD ALLONGE AND MODIFICATION
TO MASTER LOAN AGREEMENT AND OTHER LOAN DOCUMENTS, dated as
of the 22nd day of September, 2003 (this “Agreement”), by and between PARKER & LANCASTER CORPORATION, a Virginia
corporation and PARKER & ORLEANS HOMEBUILDERS, INC., a Delaware
corporation, formerly known as Parker
Lancaster & Orleans, Inc. (together, the “Borrowers”), and BANK OF
AMERICA, N.A., a national banking association (the “Noteholder”).


 


W I T N E S S E T H:


 


WHEREAS, the
Noteholder is the holder of a Promissory Note (Revolving Line of Credit) dated
March 9, 2000 (the “Note”), in the principal amount not to exceed at any time
outstanding Seventeen Million Five Hundred Thousand Dollars ($17,500,000), made
by Parker & Lancaster Corporation and payable to the order of the
Noteholder; and


 


WHEREAS, the Note
evidences a revolving line of credit loan (the “Loan”) made by the Noteholder
to Parker & Lancaster Corporation pursuant to (a) a Master Loan Agreement
dated March 9, 2000 (the “Loan Agreement”) between the Parker & Lancaster
Corporation and the Noteholder and (b) the other Loan Documents (as defined in
the Loan Agreement); and


 


WHEREAS, Parker
& Orleans Homebuilders, Inc. became a co-borrower, jointly and severally,
with Parker & Lancaster Corporation under the Loan, the Note, the Loan
Agreement and the other Loan Documents pursuant to an Additional Borrower
Joinder Supplement and Loan Document Modification Agreement dated March 9, 2001
(the “Joinder


 

















 


Agreement”) among Parker & Lancaster Corporation, Parker &
Orleans Homebuilders, Inc., the Noteholder and Orleans Homebuilders, Inc., as
guarantor (the “Guarantor”) (the defined terms Note, Loan Agreement and Loan
Documents shall hereinafter refer to those documents, as modified by the
Joinder Agreement); and


 


WHEREAS, pursuant
to that certain First Allonge and Modification to Master Loan Agreement and
Other Loan Documents dated May 30, 2001, the Borrowers and the Noteholder
agreed to (a) increase the maximum principal amount of the aggregate
commitments that can be outstanding at any time under the Loan from $17,500,000
to $25,000,000, (b) increase the maximum principal amount of the Loan that can
be outstanding at any time from $17,500,000 to $25,000,000 and (c) modify
and amend certain other terms and conditions of the Loan;


 


WHEREAS, pursuant
to that certain letter from the Noteholder to the Borrower dated January 4,
2002, the Noteholder agreed to amend Section 2.4(c) of the Loan Agreement to
increase the limit on the aggregate amount of Loan proceeds advanced at any one
time for inventory Lots from $4,500,000 to $5,500,000;


 


WHEREAS, pursuant
to that certain letter from the Noteholder to the Borrower dated September 16,
2002, the Noteholder agreed to amend Section 2.4(c) of the Loan Agreement to
increase the limit on the aggregate amount of Loan proceeds advanced at any one
time for inventory Lots from $5,500,000 to $6,600,000;


 


WHEREAS, pursuant
to that certain Second Allonge and Modification to Master Loan Agreement and
Other Loan Documents dated October 25, 2002, the Borrowers and the


 


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Noteholder agreed to (a) increase the maximum principal amount of
the aggregate commitments that can be outstanding at any time under the Loan
from $25,000,000 to $30,000,000, (b) increase the maximum principal amount of
the Loan that can be outstanding at any time from $25,000,000 to $30,000,000
and (c) modify and amend certain other terms and conditions of the Loan;


 


WHEREAS, pursuant
to that certain letter from the Noteholder to the Borrower dated January 6,
2003, the Noteholder agreed to amend Section 2.4(c) of the Loan Agreement to
increase the limit on the aggregate amount of Loan proceeds advanced at any one
time for inventory Lots from $6,600,000 to $7,100,000;


 


WHEREAS, the
Borrowers have requested that the Noteholder (a) extend the maturity of the
Loan from December 31, 2003 to December 31, 2004 and (b) modify and amend
certain other terms and conditions of the Loan; and


 


WHEREAS, the
Noteholder has agreed to grant such requests, and this Agreement will effect
such modification of the Note, the Loan Agreement and certain other Loan
Documents;


 


NOW, THEREFORE, for
and in consideration of the premises and other good and valuable consideration,
and the mutual promises made herein, the parties agree as follows:


 


1.             Incorporation
of Recitals; Defined Terms.  The
Recitals to this Agreement are hereby incorporated by reference.  Capitalized terms used and not otherwise
defined herein shall have the meanings given to them in the Loan Agreement.


 


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2.             The
Borrowers and Noteholder hereby amend the Note to provide that the Maturity Date
shall be extended from December 31, 2003 to December 31, 2004.  The Borrowers hereby agree to pay to the
Noteholder a non-refundable commitment fee in the amount of $37,500 in
connection with this Agreement, which fee shall be considered earned in full as
of the date of this Agreement but which fee shall be payable in monthly
installments of $3,125 each, beginning on July 1, 2003 and continuing on the
first day of each month until the commitment fee is paid in full; provided,
however, that any remaining unpaid portion of the commitment fee shall be due
and payable in full on the Noteholder’s demand therefor upon the occurrence of
a Default or termination of the credit facility evidenced by the Loan
Agreement.  The payment terms for
interest and principal shall continue as presently stated in the Note.  In confirmation of the foregoing, the
Borrowers, jointly and severally, promise to pay to the order of the
Noteholder, on the terms and conditions set forth in the Note, as such terms
are modified and amended herein, the principal amount of up to $30,000,000
(hereby confirming that the principal amount of the Note shall not at any time
outstanding exceed such amount), or so much thereof as may be outstanding from
time to time, together with interest as provided in the Note; provided,
however, that the entire principal balance of the Note then unpaid, all
interest then unpaid and all other amounts then owing under any Loan Document,
shall be finally due and payable on December 31, 2004.


 


3.             Modification
of Loan Agreement.  The
Borrowers and the Noteholder hereby amend the Loan Agreement as follows:


 


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(a)           The
following definitions are hereby added to Section 1.1 of the Loan Agreement:


 


“Letter of Credit” shall mean, separately and collectively,
(i) that certain Irrevocable Standby Letter of Credit Number 3035543 in the
amount of $50,000, for the account of Parker & Orleans Homebuilders, Inc.
and for the benefit of Jamestown Oaks, LLC, (ii) that certain Irrevocable
Standby Letter of Credit Number 3055561 in the amount of $59,000, for the
account of Parker & Orleans Homebuilders, Inc. and for the benefit of Olde
Sycamore, LLC and (iii) if any, all future letters of credit which may be
issued from time to time by the Bank, in the Bank’s sole discretion, for the
account of the Borrowers.


 


“Reimbursement Agreements” shall mean, separately and
together, all applications and agreements for standby letter(s) of credit and
other applications and/or reimbursement agreements with respect to any Letter
of Credit delivered by the Borrowers to the Bank in connection with any Letter
of Credit, which shall provide for, among other things, the return to the Bank
for cancellation of the Letter of Credit and full reimbursement to the Bank of
all amounts owing with respect to the Letter of Credit (including, without
limitation, interest fees and expenses). 
Any outstanding Letter of Credit as of the date of this Agreement shall
continue to be governed by the application and agreement and/or reimbursement


 


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agreement with respect thereto.  Each future Letter of Credit, if any, shall
be governed by a separate Reimbursement Agreement to be delivered prior to or
concurrently with the issuance of such Letter of Credit.  Each Reimbursement Agreement shall be
subject to the Bank’s review and approval in all respects.


 


(b)           The first
sentence of Section 2.1 of the Loan Agreement is hereby amended and restated as
follows:


 


“Subject to the terms and conditions of this Loan
Agreement, Bank will lend and Borrowers will borrower up to Thirty Million
Dollars ($30,000,000) (the “Committed Revolving Line”), minus the
aggregate stated amount of Letters of Credit at any time outstanding (which for
this purpose shall include all amounts, if any, drawn on such Letters of Credit
which have not been reimbursed to Bank).”


 


(c)           Section
2.4(c) of the Loan Agreement is hereby modified to change $7,100,000 to
$10,000,000 (limit on aggregate Loan proceeds advanced at any one time for
inventory Lots);


 


(d)           Section
2.4(d) of the Loan Agreement is hereby modified (i) to change the maximum
number of Model Units that may be financed with Loan proceeds at any time from
12 to 15, (ii) to change the maximum number of Spec Units that may be financed
with Loan proceeds at any time from 78 to 90 and (iii) to change the maximum
total


 


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number of Spec Units and
Model Units that may be financed with Loan proceeds at any time from 78 to 90.


 


(e)           The
following shall be added to the Loan Agreement immediately following Section
2.5 as Section 2.6:


 


“Letters of Credit.


 


In the Bank’s sole
discretion, the Bank may from time to time, upon the Borrowers’ request and
application therefor, issue one or more Letters of Credit.  The aggregate stated amount of Letters of
Credit shall not exceed the Committed Revolving Line, minus the then
outstanding commitments under the Committed Revolving Line; however, the
aggregate stated amount of Letters of Credit at any time outstanding (including drawn
but unreimbursed Letters of Credit) may not at any time exceed Three Hundred
Thousand Dollars ($300,000). The Borrowers shall submit to the Bank all
necessary Reimbursement Agreements as a condition to such issuance.  The Letters of Credit and Reimbursement
Agreements shall be secured by the Lien of the Deed of Trust and all other Loan
Documents and guaranteed pursuant to the Guaranty, regardless of whether
specifically referenced therein.”


 


Notwithstanding the
foregoing or anything else in the Loan Agreement or the other Loan Documents to
the contrary, the Noteholder shall not be obligated to issue any new commitment
or make any first advance of the proceeds of the Loan for any Unit or Lot or
issue, renew or


 


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extend any Letter of
Credit after December 31, 2003 (the “Loan Period Termination Date”), as the
Noteholder may from time to time extend the Loan Period Termination Date in its
sole discretion, and all principal, interest and other amounts outstanding
under the Note and the other Loan Documents which were not previously due and
payable shall be due and payable in full on the Maturity Date, as the
Noteholder may from time to time extend the Maturity Date in its sole
discretion.  The Loan shall continue to
be governed by the terms and conditions of the Loan Agreement (as modified
herein), and the proceeds of the Loan shall be advanced in accordance with and
subject to the conditions, requirements and procedures set forth in the Loan
Agreement (as modified herein).


 


4.             The
Borrowers’ Representations and Warranties.  The Borrowers hereby reaffirm all of the representations and
warranties set forth in the Note, the Loan Agreement and the other Loan
Documents, which shall be modified to the extent hereinafter set forth, and
further represent and warrant that (a) the Borrowers are the sole legal and
beneficial owners of the Land, Lots and Units (as each such term is defined in
the Loan Agreement), (b) the execution and delivery of this Agreement do not
contravene, result in a breach of, or constitute a default under, any deed of
trust, loan agreement, indenture or other contract or agreement to which the
Borrowers are a party or by which the Borrowers or any of their properties may
be bound (nor would such execution and delivery constitute such a default with
the passage of time or the giving of notice or both), and do not violate or
contravene any law, order, decree, rule, regulation or restriction to which the
Borrowers or the Land, Lots and Units are subject, (c) this Agreement and
the other documents which the Noteholder has required in connection herewith 


8

















 


constitute the legal, valid and binding obligations of the Borrowers
and the parties thereto other than the Noteholder, enforceable in accordance
with their terms, (d) the execution and delivery of, and performance
under, this Agreement and the other documents which the Noteholder has required
in connection herewith are within the Borrowers’ power and authority without
the joinder or consent of any other party and have been duly authorized by all
requisite action, and are not in contravention of any law or of the Borrowers’
articles of incorporation or by-laws or of any indenture, agreement or
undertaking to which the Borrowers are a party or by which they are bound,
(e) there exists no Default under the Note, the Loan Agreement or any
other Loan Document, (f) the Borrowers have no offsets, claims or defenses
with respect to the Loan, (g)  the Borrowers are duly organized Virginia
and Delaware corporations, respectively, in good standing under Virginia law
and, in the case of Parker & Orleans Homebuilders, Inc., Delaware law, and
(h) Parker & Orleans Homebuilders, Inc. changed its name from Parker
Lancaster & Orleans, Inc. pursuant to an amendment to its articles of
incorporation but has made no other changes to its articles of incorporation or
other organizational documents.  The
Borrowers further represent and warrant that there is no suit, judicial or
administrative action, claim, investigation, inquiry, proceeding or demand
pending (or, to the Borrowers’ knowledge, threatened) (i) against the
Borrowers, the Guarantor or any other person liable directly or indirectly for
the Loan, or (ii) which affects any of the Land, Lots or Units or the
Borrowers’ title to any of the Land, Lots or Units, or (iii) which affects
the validity, enforceability or priority of any of the Loan Documents, and (h)
the Land, Lots and Units comply with, and shall continue to comply with, in all
material respects, all applicable Federal, state and local laws, statutes,
ordinances and


 


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regulations, including, without limitation, those relating to
environmental matters.  The Borrowers
agree to indemnify and hold the Noteholder harmless against any loss, claim,
damage, liability or expense (including, without limitation, reasonable
attorneys’ fees and charges) incurred by the Noteholder, its directors,
officers, employees, agents and contractors as a result of any representation
or warranty made by the Borrowers herein which is untrue or inaccurate in any
material respect, and any such occurrence shall also, at the Noteholder’s
option, constitute a Default under the Note, the Loan Agreement and the other
Loan Documents.


 


5.             Other
Terms and Conditions.  Without
limiting any other provision of this Agreement, not later than the date of the
Borrowers’ and Guarantor’s execution and delivery to the Noteholder of this
Agreement and the other documents which the Noteholder has required in
connection herewith and to which they are a party, and prior to any further
advance of the proceeds of the Loan, the Borrowers shall deliver to the
Noteholder such certificates of fact or good standing, organizational documents
and consents or resolutions as the Noteholder may reasonably require for the
Borrowers and the Guarantor, opinions of counsel to the Borrowers and the
Guarantor and title bringdown endorsements and other appropriate title policy
endorsements as the Noteholder may reasonably require.  The Borrowers shall pay directly, or
reimburse the Noteholder for, all out-of-pocket costs and expenses, including,
without limitation, reasonable attorneys’ fees and charges, title charges and
the like, which are attributable to the transaction set forth in this
Agreement.


 


6.             Confirmation
of Existing Terms.  The Loan
Documents (other than the Guaranty, which is being modified and amended on a
simultaneous basis pursuant to other


 


10

















 


documents dated of even
date herewith) are hereby modified and amended to conform to the provisions of
this Agreement.  In all other respects
the Note, the Loan Agreement and such other Loan Documents shall remain
unaffected, unchanged and unimpaired by reason of the provisions of this
Agreement.  The Borrowers ratify and
reaffirm their joint and several indebtedness, duties and obligations under the
Loan Documents (as modified and amended herein).  The execution and delivery of this Agreement shall not constitute
a novation of the debt evidenced by the Note and the other Loan Documents.


 


7.             Successors
and Assigns.  This Agreement
shall be binding upon, and inure to the benefit of, the parties hereto and
their respective heirs, personal representatives, successors and assigns.


 


8.             Borrower’s
Liability.  The Borrowers shall
be deemed jointly and severally liable for their obligations hereunder and the
singular shall include the plural and vice versa.  The Borrowers hereby confirm that references to the Borrowers or
any one Borrower herein shall mean and apply to the Borrowers and each of them,
jointly and severally.


 


9.             Counterparts.  This Agreement may be executed in two or
more counterparts which, when taken together, shall constitute but one and the
same document.


 


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WITNESS the
following executions and seals made pursuant to due authorization.


 


	
   

  	
   

  	
  Borrowers

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PARKER
  & LANCASTER CORPORATION,

  a Virginia corporation

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Joseph A. Santangelo

  	
  (SEAL)

  
	
   

  	
   

  	
  Name:

  	
  Joseph A. Santangelo

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PARKER
  LANCASTER & ORLEANS, INC.,

  a Delaware corporation

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Joseph A. Santangelo

  	
  (SEAL)

  
	
   

  	
   

  	
  Name:

  	
  Joseph A. Santangelo

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  	
   

  



 


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  Noteholder

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BANK
  OF AMERICA, N.A.,

  a national banking association

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Charles
  C. Payne, Jr.

  	
  (SEAL)

  
	
   

  	
   

  	
  Name:

  	
  Charles C. Payne, Jr.

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  
								



 


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