Exhibit 10.15


 


FOURTH ALLONGE AND MODIFICATION TO
MASTER


LOAN AGREEMENT AND OTHER LOAN
DOCUMENTS


 


THIS
FOURTH ALLONGE AND MODIFICATION TO MASTER LOAN AGREEMENT AND OTHER LOAN
DOCUMENTS, dated as of the 18th day of November, 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, pursuant
to that certain Third Allonge and Modification to Master Loan Agreement and
Other Loan Documents dated September 22, 2003, the Borrowers and the Noteholder
agreed to (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;


 


WHEREAS, the
Borrowers have requested that the Noteholder (a) increase the maximum
principal amount of the aggregate commitments that can be outstanding at any
time under the Loan from $30,000,000 to $35,000,000, (b) increase the maximum
principal amount of the Loan that can be outstanding at any time from
$30,000,000 to $35,000,000 and (c) 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;


 


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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.


 


2.             Increase
in Maximum Principal Amount of Loan; Commitment Fee.  The Borrowers and the Noteholder hereby
amend the Note to substitute therein Thirty-Five Million Dollars ($35,000,000)
as the maximum principal amount of the Loan in the place and stead of Thirty
Million Dollars ($30,000,000) in each instance where such amount appears.  In connection with the increase in the
maximum principal amount of the Loan, the
Borrowers hereby agree to pay to the Noteholder, in addition to the $37,500
non-refundable commitment fee previously agreed to, a $1,041.66 non-refundable
commitment fee for a total non-refundable commitment fee in the amount of
$38,541.66, 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 $3,645.83
each, beginning on November 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


 


4

















 


amended herein, the
principal amount of up to $35,000,000 (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:


 


(a)           The
Borrowers and the Noteholder hereby amend the Loan Agreement to change the
maximum principal amount of the Loan that can be outstanding at any time (and the maximum principal amount of
the aggregate commitments that can be outstanding under the Loan at any time)
stated therein from $30,000,000 to $35,000,000.


 


(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 Five
Million Dollars ($35,000,000) (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).”


 


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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
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


 


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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 (a) 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 (b) 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 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


 


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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 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


 


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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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