Exhibit 10.22


 


EXTENSION
AGREEMENT

(MASTER)


 


THIS EXTENSION AGREEMENT (the “Agreement”)
entered into this November 22, 1999, by PARKER & LANCASTER CORPORATION, a
Virginia corporation, (the “Borrower”) and SOUTHTRUST BANK, N.A., a national banking
association (the “Lender”).


 


RECITALS


 


Pursuant to those loan commitments dated
April 22, 1998 and November 20, 1998 (together, the “Original Commitment”),
Lender has made a $22,000,000 Revolving Line of Credit loan to Borrower (the
“Loan”). Borrower has executed a $15,500,000 Promissory Note and a $4,500,000
Promissory Note, both in favor of Lender (collectively the “Note”), which Note
was subsequently modified by certain Loan Modification Agreements executed by
the parties. Borrower has executed other documents connection with the Loan
(the Note, the Loan Modification Agreements and these other documents
collectively referred to as the “Loan Documents”).  Lender issued and Borrower has accepted a new loan commitment
dated November 22, 1999 (the “New Commitment”), which is incorporated into this
Agreement by this reference, which modified 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 original
Commitment or other Loan Documents to the contrary, the parties agree that the
expiration date for the Revolving Line is extended to January 30, 2000.


 


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 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, Security Agreement and Assignment of Leases (Master) instruments
executed by Borrower as security for the Loan. 
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 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:

  
	
   

  	
   

  
	
  ATTEST:

  	
  PARKER &
  LANCASTER CORPORATION,

  
	
   

  	
  a Virginia
  Corporation

  
	
   

  	
   

  
	
  Donna L.
  King

  	
   

  	
  BY:

  	
  J. Phillip
  Harris

  	
   

  	 

	
  Secretary

  	
   

  	
  Vice
  President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  (CORPORATE
  SEAL)

  	
   

  
	
   

  	
   

  
	
   

  	
  LENDER:

  
	
   

  	
   

  
	
   

  	
  SOUTHTRUST
  BANK, N.A.,

  
	
   

  	
  a national
  banking association

  
	
   

  	
   

  
	
   

  	
  BY:

  	
  David P.
  Adams

  	
   

  
	
   

  	
   

  	
  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 22, 1999.


 


	
   

  	
  GUARANTOR(S):

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  J. Russell Parker, III

  	
  (SEAL)

  
	
   

  	
  J. Russell Parker, III -
  Guarantor

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Barbara H. Parker

  	
  (SEAL)

  
	
   

  	
  Barbara H. Parker - Guarantor

  	
   

  



 


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