Exhibit 10.23


 


	
  PREPARED BY:

  	
   

  	
  Burns, Day & Presnell, P.A. (JMD)

  
	
  RETURN TO:

  	
   

  	
  Harrison Law Firm

  
	
   

  	
   

  	
  7511 Mourning Dove Road #104

  
	
   

  	
   

  	
  Raleigh, NC  27615

  



 


NORTH CAROLINA


 


WAKE COUNTY


 


FOURTH LOAN MODIFICATION AGREEMENT (MASTER)


 


THIS FOURTH LOAN MODIFICATION AGREEMENT (the
“Agreement”) entered into this December 21, 1999, by PARKER & LANCASTER CORPORATION,
a Virginia corporation, (the “Borrower”), TROY A. GAMBRIL as Trustee, (the
“Trustee”), 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
$20,000,000.00 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 parties
entered into a First Loan Modification Agreement and a Second Loan Modification
Agreement modifying certain provisions of the Loan Documents (together the
“Loan Modification Agreements”). Lender has issued and Borrower has accepted a
new loan commitment dated December 10, 1999 (the “New Commitment”), which is
incorporated into this Agreement by this reference, which modifies certain terms
of the Loan. The parties now wish to modify certain provisions of the Loan
Documents in accordance with the terms of the New Commitment. The parties, in
exchange for the mutual promises contained in this Agreement, agree as follows:


 


1.             MODIFICATION.


 


1.1.          Notwithstanding language
in the Note and the other Loan Documents to the contrary, the parties agree
that:


 


(a)           the maximum principal
amount which may be advanced or readvanced under the Note shall remain at
$22,000,000.00; but the maximum amount which may be advanced or readvanced
under the NC Note shall be increased to $18,500,000.00 and the maximum amount
which may be advanced or readvanced under the Virginia Note is reduced to
$3,500,000.00;


 


(b)           the maturity date of
the Loan is changed to “ON DEMAND”; and


 

















 


(c)           the interest rate to be
charged, under the Note shall be the per annum rate equal to the LIBOR Rate (as
currently defined in the Note, as amended), in effect from time to time, plus
2.50%.  Changes in the interest rate
will be effective on the date the LIBOR Rate changes. The interest rate set out
above shall be effective as of January 31, 2000 for all then outstanding
advances and all future advances made under the Note.


 


All Loan Documents, including, but not
limited  to the Note and Deed of Trust,
are amended accordingly.


 


1.2.          The terms of the New
Commitment are incorporated into the Loan Documents.  In the event of a conflict between the terms of the Original
Commitment and the terms of the New Commitment, the latter terms shall control.


 


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 NC Note. The parties acknowledge that the Note, as modified by
this Agreement, shall remain secured by all Deed of Trust, Security Agreement
and Assignment of Leases (Master) securing the Notes, including but not limited
to that instrument recorded at Book 8080, Page 1025, Wake County Registry, 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 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 conflicts of laws principles. 
All words and phrases of 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.


 


2

















 


                IN WITNESS WHEREOF, the undersigned have
executed, sealed, and delivered this agreement as of the date first above
written.


 


	
   

  	
  BORROWER:

  
	
   

  	
   

  
	
   

  	
  PARKER &
  LANCASTER CORPORATION,

  
	
   

  	
  a Virginia
  Corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  J. Russell
  Parker, III

  	
   

  	 

	
   

  	
   

  	
     President

  	
   

  	 

	
   

  	
   

  
	
   

  	
   

  
	
  Donna L.
  King

  	
   

  	
   

  
	
   

  	
  ,
  Asst.Secretary

  	
   

  
	
  (CORPORATE
  SEAL)

  	
   

  
	
   

  	
   

  
	
   

  	
  TRUSTEE:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Troy A.
  Gambril

  	
   

  
	
   

  	
  Troy A.
  Gambril

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LENDER:

  
	
   

  	
   

  
	
   

  	
  SOUTHTRUST
  BANK, N.A.,

  
	
   

  	
  A national
  banking association

  
	
   

  	
   

  
	
   

  	
  By:

  	
  David P.
  Adams

  	
   

  	 

	
   

  	
   

  	
      Vice
  President

  	
   

  	 

	
   

  	
   

  
	
   

  	
   

  
	
  Donez B.
  Johnson

  	
   

  	
   

  
	
   

  	
  , Asst.
  Secretary

  	
   

  
	
  (CORPORATE
  SEAL)

  	
   

  
									



 


3

















 


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 abilities 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 December 21, 1999.


 


 


	
   

  	
  J. Russell Parker, III

  	
  (SEAL)

  
	
   

  	
  J. Russell Parker, III - Guarantor

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Barbara H. Parker

  	
  (SEAL)

  
	
   

  	
  Barbara H. Parker - Guarantor

  	
   

  



 


4