Exhibit 10.29


 




	
  PREPARED BY:

  	
   

  	
  Burns, Day &
  Presnell, PA (JMD), P. O. Box 10867, Raleigh, NC 27605

  
	
  RETURN TO:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  NORTH CAROLINA

  WAKE COUNTY

  	
   

  	
   

  
	
   

  	
   

  	
   

  






 


FIFTH LOAN MODIFICATION AGREEMENT


AND SUBSTITUTION OF TRUSTEE


(MASTER LINE)


 


                THIS FIFTH
LOAN MODIFICATION AGREEMENT (the “Agreement”) entered into this June 15,
2001, 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”), J. CLEVE BARRETT, as Trustee, (the
“Trustee”), 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 $24,500,000.00. The parties
now wish to further modify 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.
Notwithstanding language in the Notes and the other Loan Documents to the
contrary, the parties agree that the maximum principal amount which may be
advanced or readvanced under the Notes shall, in the aggregate, remain at
$24,650,000.00; but that the Lender, in its discretion, can determine the
maximum amount which may be advanced or readvanced under the NC Note and the
Virginia Note, respectively, up to that $24,650,000.00 amount. All Loan
Documents, including, but not limited to the Notes and Deed of Trust, are
amended accordingly.


 


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 Notes, remain secured
by all of those Deed of Trust, Security Agreement and Assignment of Leases
(Master Line) instruments executed by Borrower as security for the 


 

















 


Loan, including, but not
limited to that instrument recorded at Book 8080, Page 1025, Wake County
Registry, as supplemented by those 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.             Representations.  The Borrowers and Guarantor, by their
signatures below, acknowledge that: (i) the Notes and other Loan Documents, as
amended, represent valid and subsisting obligations of the Borrowers and
Guarantor, respectively; (ii) that there are no known defenses or offsets
against those obligations; and (iii) as of this date, to the best of their
knowledge, neither the Borrower nor the Guarantor is in default under any of
the Loan Documents, nor is there currently any event which, with the passage of
time, would constitute an Event of Default under any of the Loan Documents.


 


4.             Substitution
of Trustee. The Lender is the holder of all right and
title to the Deed of Trust and the Note. The Lender, as holder and owner of the
Note, now desires that J. Cleve Barrett be substituted as Trustee in the Deed
of Trust in the place of Troy A. Gambril. Lender appoints and substitutes J.
Cleve Barrett as Trustee under the Deed of Trust in the place and with the
titles, rights, powers, duties, and estates of the original Trustee.


 


5.             Miscellaneous.  As a material inducement to each party to
enter into this Agreement, the parties, severally, make the following
representations and warranties, each of which shall be true and correct as of
the date of this Agreement: (i) It has full power and legal right to execute,
deliver and perform this Agreement; and (ii) The execution and delivery of this
Agreement and the consummation of the contemplated transactions will not
conflict with, violate or constitute a default under any contract or other
instrument to which it is a party or by which it is bound. 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, 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

  	
   

  
							



 


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  PARKER LANCASTER & ORLEANS, INC.,

  a Delaware Corporation

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  BY:

  	
  Joseph A. Santangelo

  	
   

  	
   

  
	
  Name/Title:

  	
  Chief Financial Officer

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  LENDER:

  	
  TRUSTEE:

  
	
   

  	
   

  
	
  SOUTHTRUST BANK,

  a state banking corporation (SEAL)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  BY:

  	
  David P. Adams

  	
   

  	
  BY:

  	
  J. Cleve Barrett

  	
   

  
	
  Name/Title:

  	
  Vice President

  	
   

  	
  Name/Title:  

  	
  Trustee

  	
   

  
							



 


 


	
  STATE OF 

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  COUNTY OF

  	
   

  	
   

  	
   

  
					



 


I, a Notary
Public of the County and State aforesaid, certify that  Joseph A.
Santangelo personally came before me this day and acknowledged that he/she is
Chief Financial Officer of Parker & Lancaster Corporation, a Virginia
corporation, and that by authority duly given and as the act of the
corporation, the foregoing instrument was signed by him/her in that capacity.


 


Witness my
hand and notarial seal this June 18, 2001.


 


 


	
   

  	
  Diane J. Lewis

  
	
  (NOTARY SEAL)

  	
  Notary Public

  
	
   

  	
  My Commission expires: December 18, 2004

  



 


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