Exhibit 10.13


 


SECOND ALLONGE AND MODIFICATION TO
MASTER


LOAN AGREEMENT AND OTHER LOAN
DOCUMENTS


 


THIS
SECOND ALLONGE AND MODIFICATION TO MASTER LOAN AGREEMENT AND OTHER LOAN
DOCUMENTS, dated as of the 25th day of October, 2002 (this
“Agreement”), by and between PARKER &
LANCASTER CORPORATION, a Virginia corporation, and PARKER LANCASTER & ORLEANS, INC., a
Delaware corporation (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
Lancaster & Orleans, 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 Lancaster
& Orleans, 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, 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 $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; and


 


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WHEREAS, the
Noteholder has agreed to grant such requests, and this Agreement will effect
such increase and 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.


 


2.             Increase
in Maximum Principal Amount of Loan; Change in Interest Rate; Extension of
Maturity Date; Commitment Fee. 
The Borrowers and the Noteholder hereby amend the Note to substitute
therein Thirty Million Dollars ($30,000,000) as the maximum principal amount of
the Loan in the place and stead of $25,000,000 in each instance where such
amount appears.  The Borrowers and the
Noteholder hereby amend the Note to provide that the outstanding principal
balance of the Loan shall bear interest at the Eurodollar Rate (as defined in
the Note, as amended), plus 2.25 percent, per annum (the “Rate”).  The Rate shall be effective on November 1,
2002 and adjusted on the first business day of every month thereafter (each
such date the “Adjustment Date”) and remain fixed from one Adjustment Date
until the next Adjustment Date.  The
Borrowers and Noteholder hereby amend the Note to provide that the Maturity
Date shall be extended from December 31, 2002 to December 31, 2003.  The Borrowers hereby agree to pay to the
Noteholder a non-refundable commitment fee of $37,500 in connection with this Agreement,
which fee shall be considered earned in full as of the


 


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date of this Agreement
but which fee shall be payable in monthly installments of $4,687.50 each,
beginning on November 1, 2002 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, 2003.


 


3.             Modification
of Loan Agreement.  The
Borrowers and the Noteholder hereby amend the Loan Agreement (a) to change the
maximum principal amount of the Loan that may be outstanding at any time (and
the aggregate commitments that may be outstanding under the Loan at any time)
stated therein from $25,000,000 to $30,000,000; (b) to modify Section 2.4(c)
thereof to change $5,500,000 to $6,600,000 (limit on aggregate Loan proceeds
advanced at any one time for inventory Lots); (c) to modify Section 2.4(d)
thereof to (i) eliminate all limitations provided for therein with respect to
the ratio of Spec Units and Model Units to


 


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Contract Units, (ii) to
change the maximum number of Spec Units that may be financed with Loan proceeds
at any time from 65 to 78 and (iii) to change the maximum total number of Spec
Units and Model Units that may be financed with Loan proceeds at any time from
65 to 78; (d) to delete Section 2.4(e) thereof to eliminate all limitations
provided for therein, including, without limitation, limitations with respect
to Lots, Spec Units, Model Units, Contract Units and the ratio of Spec Units
and Model Units to Contract Units; and (e) to eliminate all limitations
provided for therein with respect to Lots, Spec Units, Model Units and Contract
Units in specific subdivisions, including, without limitation, the subdivisions
of Hampton Park, River’s Bend and Shannamara; provided, however, that the Noteholder
continues to reserve the right to establish and approve sub-limits on (i) the
maximum number of Spec Units and Model Units being financed with Loan proceeds
in any one subdivision or any one subsection within a Planned Unit Development
and (ii) the maximum amount of Loan proceeds that may be disbursed for the
purchase of Lots or the maximum number of Lots that may be purchased in any one
subdivision or any one subsection within a Planned Unit Development (approval
of such sub-limits may be confirmed in writing by separate letters from the
Noteholder).  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 after
December 31, 2002 (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


 


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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
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


 


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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, and (g)  the
Borrowers are duly organized Virginia and Delaware corporations, respectively,
in good standing under Virginia law and, in the case of Parker Lancaster &
Orleans, Inc., Delaware law.  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 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


 


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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 Deed of Trust and Guaranty, which are 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


 


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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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