Exhibit
10.14

    REDACTED – AS
FILED

    


    [Portions of this Exhibit
have been omitted pursuant

    


    to a Request for
Confidential Treatment]

    


    BRACKETS “[ ]*” ARE USED TO
INDICATE WHERE A PORTION OF THIS EXHIBIT HAS BEEN
OMITTED.  CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.  A COMPLETE COPY OF THIS EXHIBIT, CONTAINING ALL
OF THE OMITTED PORTIONS, HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION TOGETHER WITH THE REQUEST FOR CONFIDENTIAL
TREATMENT.

    


    MASTER LOAN MODIFICATION
AGREEMENT

    


    THIS AGREEMENT, Made and entered into
as of this 22nd day of July, 2010, by and between HARDY CREDIT CO. (the
"Borrower") and UNITED BANK,
INC. ("Bank"), and consented to and acknowledged by COMMUNITY BANK, formerly Community
Bank, N.A., as a participant bank.

    


    RECITALS:

    


    
      	
              (a)

            	
              Borrower
      executed promissory notes in the principal amount not to exceed
      $10,000,000.00 and $5,000,000.00, payable to the order of the Bank (the
      "2003 Notes"), and a Line of Credit and Letter of Credit Agreement (the
      "2003 Credit Agreement"), all dated March 14,
  2003.

            


    

    


    
      	
              (b)

            	
              Borrower
      executed a promissory note in the principal amount not to exceed
      $10,000,000.00, payable to the order of the Bank (the "2005 Note"), and a
      revolving line of credit agreement (the "2005 Credit Agreement"), both
      dated October 3, 2005.

            


    

    


    
      	
              (c)

            	
              Borrower
      executed a promissory note in the principal amount not to exceed
      $7,000,000.00*, payable to the order of the Bank (the "2007 Note"), and a
      revolving line of credit agreement (the "2007 Credit Agreement"), both
      dated May 15, 2007.

            


    

    


    
      	
              (d)

            	
              The
      2003, 2005 and 2007 Notes (collectively, the "Notes") currently have a
      maturity date of October 14, 2010, and the Borrower has requested an
      eighteen month extension of the same, and Bank has agreed to such
      extension and modification, provided the terms of that certain letter
      dated July 23, 2010, and clarified by a certain letter dated July 25,
      2010, are satisfied on or before July 22, 2010, and this Agreement is
      entered into between the Borrower and Bank, and acknowledged and consented
      to by Community Bank, as a participating
lender.

            


    

    


    *NOTE:  Although the
fact amount of the 2007 Note is $7,000,000, the amount of availability is
currently limited to $2,500,000 


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
              (e)

            	
              All
      terms that are used herein shall have the same definitions provided in the
      2003, 2005 and 2007 Credit Agreements (collectively, the "Credit
      Agreements"), unless otherwise
indicated.

            


    

    


    
      	
              (f)

            	
              The
      parties desire to memorialize their agreement regarding the modification
      and extension of the Expiration Date of the Notes and Credit Agreements by
      this Agreement.

            


    

    


    THEREFORE, WITNESSETH, that
for and in consideration of the premises and the mutual agreements hereinafter
set forth, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Borrower and Bank hereby agree as
follows:

    


    
      	
              1.

            	
              All
      of the recitals set forth hereinabove are true and
    accurate.

            


    

    


    
      	
              2.

            	
              The
      Expiration Date is hereby extended from October 14, 2010 to April 14,
      2012.

            


    

    


    
      	
              3.

            	
              Notwithstanding
      anything to the contrary in the Credit Agreements, Notes or any other Loan
      Documents, the maximum aggregate amount available to the Borrower under
      the Notes shall be the lower of: (a) $27,500,000, (b) the amount
      calculated under Option 1 of the Borrowing Base Certificate, as more
      particularly described on EXHIBIT B attached hereto, or (c) the amount
      calculated under Option 2 of the Borrowing Base Certificate, as more
      particularly described on EXHIBIT B attached
  hereto.

            


    

    


    
      	
              4.

            	
              Effective
      October 14, 2010, the interest rate charged on all Notes shall be equal to
      the greater of the "Prime Rate" or Five Percent (5%), except for the
      $10,000,000 Note dated March 14, 2003, which is addressed in paragraph 5
      below.

            


    

    


    
      	
              5.

            	
              Effective
      October 14, 2010, the interest rate on the $10,000,000 Note dated March
      14, 2003, shall be as follows:

            


    

    


    
      	
               
      

            	
              a.

            	
              On
      the amount outstanding on the Note equal to the amount on deposit in the
      Interest Reserve Account defined herein below) and the Reserve Fund on the
      15th. day of each month, the interest rate shall be equal to the then
      current interest rate paid on the Interest Reserve Account (and Reserve
      Fund, plus 200 basis points (2%);
and

            


    

    
      	
               
      

            	
              b.

            	
              On
      the amounts outstanding on the Note in excess of the amount on deposit in
      the Interest Reserve Account and Reserve Fund on the 15th day of the
      month, the interest rate shall equal to the greater of the "Prime Rate" or
      Five Percent (5%).

            


    

     

    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    
      	
              6.

            	
              Paragraphs
      4 and 5 of the Master Loan Modification between the parties hereto, dated
      September 10, 2009, are hereby deleted, and the Borrower is no longer
      required to comply with said provisions regarding the granting of deeds of
      trust or mortgages on property purchased by the Borrower or any related
      parties in a Collateral Property Disposition, and the Bank hereby agrees
      to sign releases prepared by the Borrower needed to release such mortgages
      and deeds of trust and return to the Borrower to handle and
      record.

            


    

    


    
      	
              7.

            	
              Section
      5.01 of the Credit Agreements are hereby amended to add the following
      subsection (k):

            


    

    


    "(k) Borrower shall provide to Bank an
internally prepared Borrowing Base Certificate, in the format attached to that
certain Master Loan Modification Agreement dated July 22, 2010 as EXHIBIT B,
contemporaneously with a draw request, within 5 days of any property used in the
Borrowing Base Certificate being sold or transferred, and within 14 days of the
end of each month.

    


    
      	
              8.

            	
              Section
      2.05 of the Credit Agreements is hereby amended to add the
      following:  "Furthermore, the Borrower shall make payments to be
      applied to principal in the amount shown on a Borrowing Base Certificate
      indicating such a payment is necessary to bring the Borrower in compliance
      with the aggregate borrowing limitations as set forth in Section 3
      hereinabove, which payments are due and payable within 5 days of the
      preparation of such Borrowing Base Certificate indicating a reduction in
      principal is necessary."

            


    

    


    
      	
              9.

            	
              Section
      4.12 of the Credit Agreements is hereby amended to replace such provision
      in its entirety with the following:

            


    

    


    "4.12  Interest Reserve Fund
Account Assignment.  There shall. have been executed and
delivered to Bank evidence of the deposit by Borrower into the Interest Reserve
Fund Account held with the Bank and/or a participating bank, and an assignment
of the Interest Reserve Fund Account, pursuant to which Borrower assigned to
Bank the Interest Reserve Fund Account, and a satisfactory acknowledgement from
the bank at which the Interest Reserve Fund Account is being held (the "Interest
Reserve Account Assignment")."

    
      	
              10.

            	
              The
      Interest Reserve Fund Account is being substituted as collateral for the
      current Reserve Fund Account, which shall be released as collateral by the
      Bank contemporaneously with the execution of this Agreement, and the Bank
      will no longer have the right of offset, if any, or a security interest in
      the Reserve Fund Account.

            


    

    


    
      	
              11.

            	
              Section
      5.15 of the Credit Agreements is hereby amended to replace such provision
      in its entirety with the following:

            


    

    



    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    "5.15 Interest Reserve Fund Account.
Borrower shall have deposited in the Interest Reserve Fund Account the amount
calculated by the Borrower to be the anticipated amount of interest to be paid
by the Borrower on all of the Notes (as "Notes" is defined in that certain
Master Loan Modification Agreement dated June 22, 2010) over the remaining term
of such Notes, plus ten percent of such amount, which initially has been
determined to be $1,070,000 (the "Interest Reserve Amount"). The Interest
Reserve Amount shall be the amount of projected interest to be paid on the Notes
and determined quarterly by taking the "Expected Reserve Amount Required" as
shown on EXHIBIT A to that certain Master Loan Modification Agreement dated July
22, 2010, for the current quarter, and multiplying it by a fraction, the
numerator of which is the aggregate of the previous three months' ending actual
loan balance amount, and the denominator of which is the aggregate of the
previous three months' ending "Projected Loan Balance" amount shown on said
EXHIBIT A, and then adding ten percent (10%) of such calculated amount. The
Interest Reserve Amount will be calculated quarterly, beginning on October 14,
2010, and the balance in the Interest Reserve Account shall be made to equal the
recently calculated Interest Reserve Amount within 5 days of the calculation.
The Interest Reserve Fund Account shall be used by Borrower to pay accrued
interest on the Line of Credit, and the Bank has been directed by the Borrower
to withdrawal monthly the amounts needed to pay all accrued interest from the
Interest Reserve Fund Account."

    


    
      	
              12.

            	
              Contrary
      to the intent of that certain Collateral Substitution Agreement between
      the Bank and the Borrower dated December 21, 2009, the Borrower hereby
      agrees to continue to pledge those certain properties with closed 84
      Lumber stores located in Montgomery, Alabama (Store #2613), Greeley,
      Colorado (Store #2011) and Massillon, Ohio (Store # 307) (collectively,
      the "Dormant Properties"), that were to be released.The Dormant Properties
      have an aggregate appraised value of $5,400,000 and 65% of their impaired
      value will contribute to the value to be used in the calculation for
      Option 2 of the Borrowing Base Certificate. These stores shall be released
      as collateral for the Notes when sold, as a result of Option 2 of the
      Borrowing Base Certificate being reduced by 65% of their impaired value at
      the time of sale, and any proceeds necessary to keep borrowings on the
      Notes in compliance with the revised Borrowing Base Certificate shall be
      paid to the Bank within 5 days of the Certificate being prepared. The word
      "impaired" as used herein shall have the meaning defined under
      GAAP.

            


    

    


    
      	
              13.

            	
              Article
      V of the Credit Agreements is hereby amended to add the following Section
      4.22:

            


    

    


    "4.22   Collateral Assignment of
Additional Notes and Documents. There shall have been executed and
delivered to Bank the Collateral Assignment of Additional Notes and Documents
pursuant to which Borrower shall have assigned, with recourse, and granted to
Bank first lien security interests under the UCC, all notes evidencing
indebtedness owed to and/or owned by the Borrower other than those pledged
pursuant to the Collateral Assignment of Notes and Documents, together with the
related security instruments and related documents (as more particularly
described in the Collateral Assignment of Additional Notes and Documents), which
will, among other things, require Borrower to forward to Bank the original note
and related documents within 5 days of the Borrower acquiring such note, but
will not require the recording of the assignment to the Bank of the recorded
instrument securing such note until an Event of Default exists. 40% of the
impaired value of all notes pledged will contribute to the value to be used in
the calculation for Option 2 of the Borrowing Base Certificate. There shall also
be a maximum line availability on the Additional Notes pledged that do not have
a title insurance policy, attorney's or title abstractor's title report or other
independent certification of the lien position of the mortgage securing such
Additional Notes equal to the lower of: (i) $1,000,000 or (ii) 10% of the
maximum line availability according to the current Borrowing Base Certificate.
An opinion from Borrower's legal counsel shall have been executed and delivered
opining that a perfected first lien security interest in the Notes and
Collateral Documents and Additional Notes and Collateral Documents has been
conveyed to the Bank. A revised and restated custodial agreement to provide, in
part, for [REDACTED –
CONFIDENTIAL TREATMENT REQUESTED]* to take possession and control of the
Notes and Documents and the Additional Notes and Documents on behalf of the Bank
shall have been executed and delivered to the Bank by the Borrower, [REDACTED – CONFIDENTIAL TREATMENT
REQUESTED]* and Bank (the "Revised and Restated Custodial Agreement"). A
UCC-1 financing statement describing the property pledged pursuant the
Collateral Assignment of Notes and Documents and Collateral Assignment of
Additional Notes and Documents shall have been filed by Borrower's counsel
("UCC-1 Financing Statement")."


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

    


    
      	
              14.

            	
              Article
      V of the Credit Agreements is hereby amended to add the following. Section
      4.23:

            


    

    


    "4.23   Negative Pledge.
There shall have been executed and delivered by Borrower to Bank a Negative
Pledge Agreement, pursuant to which Borrower shall have agreed not grant or
otherwise convey any security interest or lien in any property owned by the
Borrower until the Line of Credit has been paid in full and closed. Borrower,
however, shall be allowed to have unsecured subordinated debt."

    
      	
              15.

            	
              Section
      2.04 of the Credit Agreements is hereby amended to provide that the use of
      Loan Advances made under the Line of Credit Note shall also be for general
      corporate working capital purposes and that Loan Advances cannot be made
      more frequently than once each day. These changes do not modify the
      permitted use of Loan Advances made by Bank on the Letter of Credit Note,
      which shall remain solely to repay the amounts drawn down by the
      beneficiaries of the Letter of Credit issued to [REDACTED – CONFIDENTIAL
      TREATMENT REQUESTED]*.

            


    

    


    
      	
              16.

            	
              All
      provisions of the Notes and Credit Agreements and all other Loan Documents
      securing, evidencing or otherwise pertaining thereto that are inconsistent
      with this Agreement are hereby amended
  accordingly.

            


    

    


    
      	
              17.

            	
              Except
      as amended by the terms of this Agreement, the Credit Agreements, Notes
      and all other Loan Documents shall remain in full force and effect in
      accordance with their respective terms, as
  amended.

            


    

    


    WITNESS the following
signatures as of the date first above written.

    


    


    
      
        
          
            
              
                
                  
                    
                      	
                              Borrower:

                            
	 	 
	 	
                              HARDY
      CREDIT CO.

                            
	 	 
      	 
      
	 	
                              By:

                            	
                              84
      LADC, LLC

                            
	 	
                              Its:

                            	
                              General
      Partner

                            


                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    
      
        
          
            	 	
                    By:          

                  	
                    /s/ Daniel M. Wallach

                  
	 	 
      	
                    Daniel
      M. Wallach

                  
	 	
                    Its:

                  	
                    Vice
      President

                  


          

        

      

       

      
        
          
            	
                    Bank:

                  
	 
      	 
      	 
      
	 
      	
                    UNITED
      BANK, INC.

                  
	 
      	 
      	 
      
	 
      	
                    By:

                  	
                     /s/ Kenneth R.
  Summers

                  
	 
      	 
      	
                    Kenneth
      R. Summers

                  
	 
      	
                    Title:       

                  	
                    Executive
      Vice-President

                  


          

        

      

      


      Consented
to and acknowledged by the following participant bank:

      


      
        
          
            
              
                	
                        COMMUNITY
      BANK,

                      
	 	
                        formerly
      Community Bank, N.A.

                      
	 	 
      	 
      
	 	
                        By:

                      	
                        /s/ Sheila Cowieson

                      
	 	
                        Title:      

                      	
                        Vice
President

                      


              

            

          

        

      

      


      This
instrument was prepared by R. Scott Summers, P.L.L.C., P.O. Box 842, Morgantown,
West Virginia 26507-0842.



      
        
           


        

        
          6

          
            

          

        

        
           


        

      

      


      EXHIBIT
A

      


      (PROJECTED
INTEREST RESERVE AMOUNT & LOAN BALANCE SPREADSHEET)



      
        
           


        

        
          7

          
            

          

        

        
           


        

      


      


      EXHIBIT
A

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    Month

                                  	 	
                                    Year

                                  	 	
                                    Expected Reserve Amount Required

                                  	 	 	
                                    Projected Loan Balance Month End

                                  	 
	 
      	 	 
      	 	 	 	 	 	 
	
                                    July

                                  	 	
                                    2010

                                  	 	 	 	 	$	15,983,021	 
	
                                    August

                                  	 	
                                    2010

                                  	 	 	 	 	$	15,682,548	 
	
                                    September

                                  	 	
                                    2010

                                  	 	 	 	 	$	15,382,075	 
	
                                    October

                                  	 	
                                    2010

                                  	 	$	1,014,669	 	 	$	15,081,601	 
	
                                    November

                                  	 	
                                    2010

                                  	 	 	 	 	 	$	14,781,128	 
	
                                    December

                                  	 	
                                    2010

                                  	 	 	 	 	 	$	14,480,655	 
	
                                    January

                                  	 	
                                    2011

                                  	 	$	808,605	 	 	$	14,180,182	 
	
                                    February

                                  	 	
                                    2011

                                  	 	 	 	 	 	$	13,879,708	 
	
                                    March

                                  	 	
                                    2011

                                  	 	 	 	 	 	$	12,763,163	 
	
                                    April

                                  	 	
                                    2011

                                  	 	$	618,901	 	 	$	12,330,549	 
	
                                    May

                                  	 	
                                    2011

                                  	 	 	 	 	 	$	11,897,928	 
	
                                    June

                                  	 	
                                    2011

                                  	 	 	 	 	 	$	11,465,311	 
	
                                    July

                                  	 	
                                    2011

                                  	 	$	453,032	 	 	$	11,032,694	 
	
                                    August

                                  	 	
                                    2011

                                  	 	 	 	 	 	$	10,600,076	 
	
                                    September

                                  	 	
                                    2011

                                  	 	 	 	 	 	$	10,167,459	 
	
                                    October

                                  	 	
                                    2011

                                  	 	$	305,257	 	 	$	9,810,939	 
	
                                    November

                                  	 	
                                    2011

                                  	 	 	 	 	 	$	9,668,683	 
	
                                    December

                                  	 	
                                    2011

                                  	 	 	 	 	 	$	9,526,427	 
	
                                    January

                                  	 	
                                    2012

                                  	 	$	170,466	 	 	$	9,384,171	 
	
                                    February

                                  	 	
                                    2012

                                  	 	 	 	 	 	$	9,241,915	 
	
                                    March

                                  	 	
                                    2012

                                  	 	 	 	 	 	$	9,099,659	 
	
                                    April

                                  	 	
                                    2012

                                  	 	$	41,625	 	 	 	 	 


                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
           


        

        
          8

          
            

          

        

        
           


        

      

      


      EXHIBIT
B

      


      (SAMPLE
BORROWING BASE CERTIFICATE)



      
        
           


        

        
          9

          
            

          

        

        
           


        

      


      EXHIBIT
B

      
        
          
            	
                    Hardy
      Credit Borrowing Base

                    07/22/10

                  


          

        

      

      Borrowing
Base will provide availability at the Lower of the following 2
Options

      Line is
capped at $22.5MM, plus the $5MM LOC

      
        
          
            
              	
                      Loan
      collateral
coverage

                    


            

          

        

      

      
        
          
            
              	 
      	 	
                      Value

                    	 	 	
                      Margined

                    	 	 	
                      Availability

                    	 
	
                      Store
      Locations

                    	 	$	36,440	 	 	 	80.00	%	 	$	29,152	 
	
                      Vacant
      Ground

                    	 	$	1,540	 	 	 	65.00	%	 	$	1,001	 
	 
      	 	 	 	 	 	 	 	 	 	$	30,153	 
	
                      Less
      Letter of Credit

                    	 	 	 	 	 	 	 	 	 	$	5,000	 
	
                      Availability

                    	 	 	 	 	 	 	 	 	 	$	25,153	 


            

          

        

      

       

      
        
          	
                  IMPAIRED
      ASSET BORROWING BASE

                


        

      

      


      
        
          
            
              
                
                  	
                          [REDACTED]*
      Impairment

                        	 	 	 	 	 	47
      54	%	 	 	 
	
                          [REDACTED]* Loans on
      Hardy Books

                        	 	$	10,389,394	 	 	 	 	 	 	 	 
	
                          Less
      Impaired

                        	 	$	3,571,150	 	 	 	 	 	 	 	 
	
                          LL
      Less Impairments

                        	 	$	6,818,244	 	 	 	40.00	%	 	$	2,727,298	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	
                          Plus

                        	 	 	 	 	 	 	 	 	 	 	 	 
	
                          REO
      - [REDACTED]*
      Loan

                        	 	$	12,601,246	 	 	 	 	 	 	 	 	 
	
                          Less
      Impaired

                        	 	$	7,357,57	 	 	 	 	 	 	 	 	 
	
                          LL
      Less Impairments

                        	 	$	5,243,671	 	 	 	40.00	%	 	$	2,097,468	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	
                          Plus

                        	 	 	 	 	 	 	 	 	 	 	 	 
	
                          Hardy
      Credit impairment

                        	 	 	40.39	%	 	 	 	 	 	 	 	 
	
                          Hardy
      Credit

                        	 	$	11,154,976	 	 	 	 	 	 	 	 	 
	
                          Less
      Impaired

                        	 	$	4,557,003	 	 	 	 	 	 	 	 	 
	
                          HCC
      Less Impairments

                        	 	$	6,597,973	 	 	 	40.00	%	 	$	2,839,189	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	
                          Plus

                        	 	 	 	 	 	 	 	 	 	 	 	 
	
                          Hardy
      Credit REO

                        	 	$	916,195	 	 	 	 	 	 	 	 	 
	
                          Less
      Impaired

                        	 	$	358,013	 	 	 	 	 	 	 	 	 
	
                          HCC
      Less Impairments

                        	 	$	558,182	 	 	 	40.00	%	 	$	223,273	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	
                          Pius
      Inventories Under Development

                        	 	$	4,804,139	 	 	 	 	 	 	 	 	 
	
                          Less
      Impaired

                        	 	$	2,084,742	 	 	 	 	 	 	 	 	 
	
                          I.U.D.
      Less Impairments

                        	 	$	2,719,397	 	 	 	40.00	%	 	$	1,087,759	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	
                          Plus
      84 A& D

                        	 	$	7,153,623	 	 	 	40.00	%	 	$	2,861,449	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	
                          Closed
      Stores

                        	 	$	7,425,000	 	 	 	65.00	%	 	$	4,826,250	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	
                          Awaiting
      Lien Position Verification

                        	 	$	4,785,537	 	 	 	 	 	 	 	 	 
	
                          Less
      Impaired

                        	 	$	3,051,250	 	 	 	 	 	 	 	 	 
	
                          ALPV
      Less Impairments

                        	 	$	1,734,288	 	 	 	40.00	%	 	 	 	 
	
                          Advance
      on loans with ALPV

                        	 	$	693,715	 	 	 	 	 	 	 	 	 
	
                          Limit
      10% or $1,000,000, whichever is lower

                        	 	$	1,000,000	 	 	 	 	 	 	 	 	 
	
                          Amount
      above limit

                        	 	$	0	 	 	 	 	 	 	 	 	 
	
                          Deducted
      from Borrowing Base

                        	 	 	 	 	 	 	 	 	 	$	0	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	
                          Availability

                        	 	 	 	 	 	 	 	 	 	$	16,462,686	 


                

              

            

          

        

      

      


      
        
          	
                  Lower
      Availability

                


        

      

      


      
        
          
            	
                    IMPAIRED
      ASSET BORROWING BASE

                  	 	$	16,462,686	 
	
                    Less
      Hardy Line Balance as of 07/22/10

                  	 	$	14,829,585	 
	 
      	 	 	 	 
	
                    Potential
      Surplus/Shortfall of Loan Availability

                  	 	$	1,633,101	 


          

        

      

       

      
        
           


        

        
          10