Exhibit 10.21


 


THIRD LOAN
MODIFICATION AGREEMENT

(MASTER)


 


THIS THIRD LOAN MODIFICATION AGREEMENT (the
“Agreement”) entered into this March 2, 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, and Borrower has executed other documents, including the Deeds of
Trust (as described below), in connection with the Loan (the Note, the Deed of
Trust, the Loan Modification Agreements, and these other documents collectively
referred to as the “Loan Documents”). 
The parties now wish to modify certain provisions of the Loan Documents
as described below. The parties, in exchange for the mutual promises contained
in this Agreement, agree as follows:


 


1.             Modification.  Notwithstanding language in the Note and the other Loan Documents
to the contrary, the parties agree that the interest rate to be charged under
the Note shall be the per annum rate equal to the LIBOR Rate (defined below) in
effect from time to time, plus 2.75%. The term “LIBOR Rate” means the rate of
interest corresponding to the thirty (30) day LIBOR Rate (rounded to the next
higher 1/100 of 1%) for U.S. dollar deposits of one (1) month maturity as
reported on Telerate page 3750 as of 11:00 a.m., London time (or if not so
reported, then as determined by Beneficiary from another recognized source of
interbank quotation). 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 March 1, 1999 for all then outstanding advances and all future advances
made under the 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 executed
original of this Agreement shall be attached to the original Note. The parties
acknowledge that the Note, as modified by this Agreement, remains secured by
all Deeds of Trust, Security Agreement and Assignment of Leases (Master), 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 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:

  	
  LENDER:

  
	
   

  	
   

  
	
  PARKER & LANCASTER CORPORATION,

  	
  SOUTHTRUST BANK, N.A.,

  
	
  a Virginia corporation

  	
  a national banking association

  
	
   

  	
   

  
	
  BY:

  	
  J. Russell Parker, III

  	
   

  	
  BY:

  	
  David P. Adams

  	
   

  
	
  Title:

  	
  President

  	
   

  	
  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
                    ,
1999.


 


 


	
   

  	
  J. Russell Parker, III

  	
  (SEAL)

  
	
   

  	
  J. Russell Parker, III -
  Guarantor

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Barbara H. Parker

  	
  (SEAL)

  
	
   

  	
  Barbara H. Parker - Guarantor

  	
   

  



 


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