Exhibit 10.31


 


LOAN MODIFICATION AGREEMENT


(Master Line)


 


THIS LOAN MODIFICATION AGREEMENT (the “Agreement”) entered into this
November 11, 2003, by PARKER & LANCASTER
CORPORATION, a Virginia corporation, and PARKER LANCASTER & ORLEANS, INC., a Delaware corporation,
(individually and collectively, the Borrower”), ORLEANS HOMEBUILDERS, INC., a Delaware Corporation, (the
“Guarantor”), and SOUTHTRUST BANK, a
state banking corporation, (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 Deed of Trust (as described below)
which encumbers property located in various North Carolina and Virginia
counties, 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 Borrower and Lender entered into
various Loan Modification Agreements modifying certain provisions of the Loan
Documents (together, the “Loan Modification Agreements”), which among other
things, increased the maximum amount of the Loan to $24,650,000.00. The parties
now wish to further amend certain provisions of the Loan Documents. The
parties, in consideration of their Recitals and in exchange for the mutual
promises contained in this Agreement, agree as follows:


 


1.             Modification.


 


1.1.          The following modifications are made to the Loan Documents:


 


(a)           The first sentence of
the Recitals in the Loan Agreement is replaced with the following:


 


The
Borrower plans to acquire and improve various parcels of real property located
in North Carolina, Virginia, and South Carolina.


 


(b)           The following definitions included in the Loan Agreement are amended as
provided below:


 


“Deed of Trust”: 
Collectively the Master Deed of Trust, the Supplemental Deed(s) of
Trust, and any other deeds of trust as contemplated under Section 5.2. A
reference to “Deed of Trust” shall also include all of these other documents.
These documents shall all be in the form approved by Lender.


 


“Master Deed of Trust”:  
Together, the master form deeds of trust and mortgages of real estate
executed by Borrower in favor of Lender which will be supplemented from time to


 

















 


time by the Supplemental
Deed(s) of Trust. Borrower shall execute two (2) or more  separate master deeds of trust - one for
each county in which a Project is to be located. The Master Deed of Trust shall
be in the form approved by Lender.


 


“Property”:  The
various parcels of real estate in North Carolina, Virginia and South Carolina
to be acquired by Borrower from time to time which are to be security for the
Revolving Line.


 


“Supplemental Deed(s) of Trust”:  The
deed(s) of trust and mortgage spreader agreements supplementing the Master Deed
of Trust executed by Borrower in favor of Lender conveying a security interest
in a Project as security for the Note.


 


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


 


1.2.          Advances for Projects located in South Carolina shall be deemed made
under the NC Note.


 


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 parties acknowledge that the Note remains
secured by all of those Deed of Trust currently of record, (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 Guarantor acknowledge that the 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 guarantors of the Loan. The Guarantor agrees that: (i) this
Agreement shall not in any way release them from their obligations or
liabilities under that “Guaranty Agreement” previously executed by them in
connection with the Loan (the “Guaranty”); (ii) they remain bound under the
Guaranty as provided in that document; and (iii) the terms of the Guaranty and
their 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.


 


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


 


 


	
  BORROWER:

  	
  GUARANTOR:

  
	
   

  	
   

  
	
  PARKER & LANCASTER CORPORATION,

  a Virginia Corporation

  	
  ORLEANS HOMEBUILDERS, INC.,

  a Delaware Corporation

  
	
   

  	
   

  
	
  BY:

  	
  Joseph A. Santangelo

  	
   

  	
  BY:

  	
  Joseph A. Santangelo

  	
   

  
	
  Name/Title:

  	
  Chief Financial Officer

  	
   

  	
  Name/Title:

  	
  Chief Financial Officer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  PARKER LANCASTER & ORLEANS, INC.,

  a Delaware Corporation

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  BY:

  	
  Joseph A. Santangelo

  	
   

  	
  BY:

  	
   

  	
   

  
	
  Name/Title:

  	
  Chief Financial Officer

  	
   

  	
  Name/Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  LENDER:

  	
   

  
	
   

  	
   

  
	
  SOUTHTRUST BANK,

  a state banking corporation (SEAL)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  BY:

  	
  David P. Adams

  	
   

  	
  BY:

  	
   

  	
   

  
	
  Name/Title:

  	
  Vice President

  	
   

  	
  Name/Title:  

  	
   

  	
   

  
							



 


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