Exhibit 10.19


 


FIRST LOAN
MODIFICATION AGREEMENT

(MASTER)


 


THIS FIRST LOAN MODIFICATION AGREEMENT (the
“Agreement”) entered into this November 4, 1998, by PARKER & LANCASTER
CORPORATION, a Virginia corporation, (the “Borrower”) 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 Revolving Line of Credit loan to Borrower (the “Loan”). Borrower
executed a $15,500,000 Promissory Note and a $4,500,000 Promissory 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 and these other documents collectively referred to as the “Loan
Documents”).  The parties now wish to
modify certain provisions of the Loan Documents as described below. The
parties, 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
“October 31, 1998” date appearing in Section 2.1 of the Note is changed to
“November 30, 1998”.


 


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 Note. The parties acknowledge that the Note, as
modified by this Agreement, remains secured by that Deed of Trust, Security
Agreement and Assignment of Leases (Master), 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:

  	
  LENDER:

  
	
   

  	
   

  
	
  PARKER & LANCASTER CORPORATION,

  	
  SOUTHTRUST BANK, N.A.,

  
	
  a Virginia corporation

  	
  a national banking association

  
	
   

  	
   

  
	
  BY:

  	
  J.
  Phillip Harris

  	
   

  	
  BY:

  	
  David P. Adams

  	
   

  
	
  Title:

  	
  Vice President

  	
   

  	
  Vice President

  
								



 


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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 2, 1998.


 


 


	
   

  	
  J. Russell Parker, III

  	
  (SEAL)

  
	
   

  	
  J. Russell Parker, III -
  Guarantor

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Barbara H. Parker

  	
  (SEAL)

  
	
   

  	
  Barbara H. Parker - Guarantor

  	
   

  



 


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