Exhibit 10.1


 


October 30, 2009


 


VIA TELECOPY


 


Greenwood Financial Inc.


c/o Orleans Homebuilders, Inc.


3333 Street Road


Bensalem, Pennsylvania 19020


Attention: Garry P. Herdler


 


Re:                             Second Amended and Restated
Revolving Credit Loan Agreement dated as of September 30, 2008 (the “Agreement”)
by and among Greenwood Financial Inc. (“Master Borrower”), the entities
identified on Schedule “A” attached hereto (together with the Master Borrower,
the “Borrowers”), Orleans Homebuilders, Inc. (the “Guarantor”, and together
with the Borrowers, the “Obligors”), the Lenders that are parties hereto (the “Lenders”),
and Wachovia Bank, National Association, as Agent for the Lenders (“Agent”).


 


Dear Mr. Herdler:


 


Please refer to the
Agreement.  Capitalized terms not
otherwise defined herein shall have the meanings ascribed to such terms in the
Agreement. This letter shall be referred to as the “Amendment
Extension Letter”.


 


1.             Requests
by Obligors.


 


A.            The Obligors have notified Agent that they anticipate
that an Event of Default
will occur under Section 9.11 of the Agreement on October 31, 2009 as
a result of the  anticipated failure of
OHI Financing, Inc. to make the September 30, 2009 interest payment
under the Subordinated Debt I (the “Subordinated Debt I
Default”).


 


B.            The Obligors have notified Agent that they anticipate
that an Event of
Default will occur under Section 9.11 of the Agreement on December 1,
2009 as a result of the anticipated failure of OHI Financing, Inc. to make
the October 30, 2009 interest payment under Subordinated Debt II (the “Subordinated Debt II Default”, together with the
Subordinated Debt I Default, the “Subordinated Debt Defaults”).


 


C.            The Obligors have notified Agent that the Obligors
anticipate failing to comply with the following requirements of the Agreement
(collectively and together with the Subordinated Debt Defaults, the “Anticipated Events of Default”):


 


(i)            Failure to pay the first additional fee on October 31,
2009 as required under Section 2.6.5 of the Agreement (the “First Additional Fee”), which would result in an Event of
Default under Section 9.1 of the Agreement on November 6, 2009;


 


(ii)           Failure of any Borrowing Base Certificate delivered after October 30,
2009 to subtract from the calculation of Borrowing Base Availability the aggregate
amount of liability of Agent under then-outstanding Letters of Credit as
required in the definition of Borrowing Base Availability under Section 1.1
of the Agreement, which would result in an


 


 

















 


Event of Default under Section 9.2
of the Agreement 16 days after such Borrowing Base Certificate is delivered or
required to be delivered;


 


(iii)          Failure of any Borrowing Base Certificate delivered after October 30,
2009 to exclude the Ewing Tracts as required under Section 3.2.2 of the
Agreement, which would result in an Event of Default under Section 9.2 of
the Agreement 16 days after such Borrowing Base Certificate is delivered or
required to be delivered;


 


(iv)          Failure of any Borrowing Base Certificate delivered on or
after October 31, 2009 to attribute Borrowing Base Availability to Asset Class (ii) of
45% or less of the aggregate Borrowing Base Availability attributable to Asset
Classes (i) and (ii) as required under Section 3.3.2.4 of the
Agreement, which would result in an Event of Default under Section 9.2 of
the Agreement 16 days after such Borrowing Base Certificate is delivered or
required to be delivered;


 


(v)           Failure of any Borrowing Base Certificate delivered on or
after October 31, 2009 to (x) attribute Borrowing Base Availability
to Asset Classes (iii), (iv) and (v) of 55% or less of the aggregate
Borrowing Base Availability, or (y) attribute Borrowing Base Availability
to Asset Classes (iii), (iv) and (v) of $190,000,000 or less, in each
case as required under Section 3.3.2.5 of the Agreement, which would
result in an Event of Default under Section 9.2 of the Agreement 16 days
after such Borrowing Base Certificate is delivered or required to be delivered;


 


(vi)          Failure of any Borrowing Base Certificate delivered on or
after October 31, 2009 to contain Appraisals finalized after June 8,
2009 as required under Section 3.3.4 of the Agreement, which would result
in an Event of Default under Section 9.2 of the Agreement 16 days after
such Borrowing Base Certificate is delivered or required to be delivered;


 


(vii)         Failure to deliver audited annual Financial Statements of
Guarantor by October 31, 2009 as required by Section 6.1.1 of the
Agreement, which would result in an Event of Default under Section 9.2 of
the Agreement on November 16, 2009 and the related Covenant Compliance
Certificate required by Section 8.9 of the Agreement;


 


(viii)        Failure to deliver a comparison of
actual results to budgeted results by October 31, 2009 as required by Section 6.1.6
of the Agreement, which would result in an Event of Default under Section 9.2
of the Agreement on November 16, 2009; and


 


(ix)           Failure to deliver unaudited management-prepared quarterly
Financial Statements of Guarantor by November 15, 2009 as required by Section 6.1.2
of the Agreement, which would result in an Event of Default under Section 9.2
of the Agreement on December 1, 2009; and the related Covenant Compliance
Certificate required by Section 8.9 of the Agreement.


 


(x)            Failure to maintain Liquidity of $10,000,000 or more as
required by Section 8.8 of the Agreement, which would result in an Event
of Default under Section 9.2 of the Agreement five (5) Business Days
after the occurrence of such event.


 


2

















 


D.            The Obligors have requested that the Agent and the
Lenders waive the Anticipated Events of Default for a limited period of time.


 


2.             Limited Waiver and Amendment
Extension.


 


A.            Subject to the terms and conditions set forth herein, the
Agent and the Lenders temporarily waive the Anticipated Events of Default (the “Limited Waiver and Amendment Extension”), at all times from
the period from and including the date hereof through and including November 30,
2009 (unless otherwise extended by Agent pursuant to Section 2B of this
Amendment Extension Letter), provided that such Limited Waiver and Amendment
Extension shall end on the date there shall occur one or more of the events
described in this Section 2A (such period being the “Amendment
Extension Period”):


 


(i)            A
creditor of any Obligor exercises or commences any enforcement action against
any Obligor (including, without limitation, the acceleration of Subordinated
Debt I) as a result of OHI Financing Inc.’s failure to make the September 30,
2009 interest payment under Subordinated Debt I or as a result of OHI Financing
Inc.’s failure to make the October 30, 2009 interest payment under
Subordinated Debt II;


 


(ii)           In
the reasonable judgment of Agent, Obligors and Agent fail to reach a mutual
agreement in principle on a term sheet containing the significant terms and
conditions for amending and restating the Agreement, subject to completion of
due diligence, on or prior to November 5, 2009, or such later date agreed
to by Agent;


 


(iii)          The
making of any bonus payments, incentive payments or any other similar payment
by Guarantor or its Affiliates to any officer, director, employee or affiliate
(other than commission or construction bonus payments to field personnel in the
ordinary course of business) during the Amendment Extension Period;


 


(iv)          If
any Notice of Borrowing for general working capital and corporate purposes
fails to provide sufficient detail of the intended use of such advance or if
such use is not deemed satisfactory to Agent but such payment is made over
Agent’s objection;


 


(v)           If Obligors fail to deliver Financial Statements to Agent
on the next Business Day after filing same with the Securities and Exchange
Commission; and


 


(vi)          The occurrence of any other Event of Default (that is, any
Event of Default caused by or resulting from something other than the above
stated Anticipated Events of Default) under the Agreement or under any of the
other Loan Documents.


 


B.            At the end of the Amendment Extension Period, the Limited
Waiver and Amendment Extension shall terminate and the Anticipated Events of
Default shall, effective as of the end of the Amendment Extension Period,
immediately constitute Events of Default under Article IX under the
Agreement without the requirement of further notice or an opportunity to cure,
and Agent and Lenders shall be entitled to immediately exercise all of their
respective rights and remedies under the Loan Documents and applicable
law.    Notwithstanding the


 


3

















 


foregoing, so long as no
Event of Default has occurred other than the Anticipated Events of Default and
on or prior to November 30, 2009 Obligors and Agent have reached a mutual agreement in
principle on a term sheet containing the significant terms and conditions for
amending and restating the Agreement, the Amendment Extension
Period may be extended by Agent with respect to the Anticipated Events of
Default through December 20, 2009 upon written notice to Master Borrower; provided
that any extension of the Amendment Extension Period shall not be deemed a
final approval of any amendment and restatement of the Credit Agreement by
Agent or any Lender.  Notwithstanding
anything herein to the contrary, the First Additional Fee will be earned on October 31,
2009.


 


C.            Without limiting the generality of the provisions of
subsection 11.10 of the Agreement, the waiver set forth herein shall be limited
precisely as written and relates solely to the noncompliance by Obligors with
the provisions of the Agreement set forth in Section 1A, 1B and 1C above
in the manner and to the extent described above on or prior to the date on
which the Amendment Extension Period terminates, and nothing in this Amendment
Extension Letter shall be deemed to:


 


(i)            constitute a waiver of (x) any Event of Default or
noncompliance by the Obligors with respect to the provisions of the Agreement
other than the Anticipated Events of Default or (y) compliance by the
Obligors with respect to any other term, provision or condition of the
Agreement (including, without limitation, terms and provisions which are
similar to those included in Anticipated Events of Default but cover different
time periods) or any other Loan Document; or


 


(ii)           prejudice any right or remedy that Agent or any Lender may
now have (except to the extent such right or remedy was based upon existing
defaults that have been temporarily waived after giving effect to this
Amendment Extension Letter) or may have in the future under or in connection
with the Agreement or any other Loan Document.


 


3.             Borrowing Base, Notice of Borrowing
and Subordinated Debt.


 


A.            During the Amendment Extension Period and as a result of
giving effect to the Limited Waiver and Amendment Extension, the Borrowing Base
and Borrowing Base Availability calculations with respect to Borrowing Base
Certificates delivered on or after October 30, 2009 will be made using the
modifications to the definition of Borrowing Base Availability and Article III
of the Agreement made by the Third Amendment notwithstanding that such
modifications, by their terms, are otherwise no longer effective.


 


B.            Solely with respect to the Consolidated Tangible Net
Worth Covenant contained in Section 8.2 of the Agreement, the Obligors may
make certifications (i) and (ii) in any Notice of Borrowing delivered
during the Amendment Extension Period without giving effect to the accrual of
the First Additional Fee.


 


C.            Terms
used in this Section 3C shall have the meanings ascribed to such terms in
the Consent.  Each Lender signatory
hereto hereby consents to the Exchange I Transaction; provided that (i) the
modifications to the terms of the Existing Indenture I Documents are


 


4

















 


substantially similar to, and not less favorable to
the Obligors and Lenders than, the modifications made to the Existing Indenture
II Documents in the Exchange II Transaction, as determined by Agent, including
without limitation substantially similar covenants, events of default, interest
rates, proportional principal increase, redemption provisions, subordination
provisions, maturity date, transaction fees and other material terms, (ii) the
Exchange I Transaction is consummated during the Amendment Extension Period (as
may be extended by Agent pursuant to Section 2B of this Amendment
Extension Letter), (iii) the documentation for the Exchange I Transaction
shall be in form and substance satisfactory to Agent, and (iv) no Event of
Default or any condition or event that, after notice or lapse of time or both,
would constitute an Event of Default (other than the Anticipated Events of
Default) has occurred and is continuing as of the effective date of the
Exchange I Transaction, which condition shall be evidenced by a certificate
delivered by Obligors to Agent dated as of the effective date of the Exchange I
Transaction certifying the same.  Each
Lender signatory hereto further consents and agrees that the Debt created or
incurred pursuant to the Exchange I Transaction (including the guaranty thereof
by Guarantor) shall constitute OHI Financing Subordinated Debt and that the
guaranty of such debt by Guarantor as provided in the Exchange I Documents
shall constitute Permitted Debt.


 


4.             Conditions
Precedent.  The Limited
Waiver shall become effective, as of the date hereof and as provided herein,
only upon the satisfaction of all of the following conditions precedent (the
date of satisfaction of such conditions being referred to herein as the “Effective Date”):


 


A.            On or before the Effective Date, Obligors shall deliver
to Agent the following, each, unless otherwise noted, dated the Effective Date:


 


(i)            A certificate, dated as of the Effective Date of the
respective Secretary, general partner, manager or members of each Borrower and
Guarantor, certifying that there have been no changes to its respective
Organizational Documents delivered to Lenders on September 30, 2008;


 


(ii)           Certified copies of all corporate, limited partnership and
limited liability company action (as appropriate) taken by Borrowers and
Guarantor, including resolutions of their respective Boards of Directors,
authorizing the execution, delivery and performance of this Amendment Extension
Letter, certified as of the Effective Date;


 


(iii)          An incumbency and signature certificate (dated as the date
of this Agreement) of the Secretaries, general partners, managers or members
(as appropriate) of each Borrower and Guarantor, certifying the names and true
signatures of the officers or other authorized Persons of Borrower and
Guarantor authorized to sign this Amendment Extension Letter;


 


(iv)          Signature pages of this Amendment Extension Letter
executed by each Obligor;


 


5

















 


(v)           All due diligence items requested by or on behalf of Agent
and its advisors, including without limitation a consolidating balance sheet
for Guarantor and its Affiliates, updated company models reflecting
implementation of the current term sheet for amending and restating the
Agreement, letter of credit analysis, and any other diligence item reasonably
requested by or on behalf of Agent or its advisors; and


 


(vi)          All documentation requested in connection with the security
interest in tax refunds.


 


B.            Requisite Lenders shall have executed this Amendment
Extension Letter.


 


C.            On or before the Effective Date, all corporate and other
proceedings taken or to be taken by any Obligor in connection with the
transactions contemplated hereby and all documents incidental thereto not
previously found acceptable by Agent, acting on behalf of Lenders, and its
counsel shall be satisfactory in form and substance to Agent and such counsel,
and Agent and such counsel shall have received all such counterpart originals
or certified copies of such documents as Agent may reasonably request.


 


D.            Borrowers shall have paid (i) to Agent, all of Agent’s
outstanding expenses under the Loan Documents, including inspection and
appraisal costs, and (ii) to Reed Smith LLP and Schnader Harrison Segal
and Lewis LLP, counsel to Agent, all fees and expenses invoiced through the
date hereof.


 


E.             Satisfaction of the conditions set forth in this Section 4
shall be evidenced by the delivery by Agent to Master Borrower of executed
signatures pages for the Agent and Requisite Lenders.


 


5.             Release.  Each of the Obligors, on behalf of itself and any
person or entity claiming by, under or through it, hereby unconditionally remises,
releases and forever discharges the Agent and the Lenders, and their respective
past and present officers, directors, shareholders, agents, parent corporation,
members, subsidiaries, affiliates, trustees, administrators, attorneys,
predecessors, and successors and assigns, of and from any and all manner of
actions, causes of action, suits, debts, dues, accounts, claims, counterclaims,
crossclaims, defenses and/or demands whatsoever, including claims for
contribution and/or indemnity, whether now known or unknown, past or present,
asserted or unasserted, contingent or liquidated, at law or in equity, or
resulting from any assignment, if any, which any of the Obligors ever had, now
have, or may have against the Agent or the Lenders, for or by reason of any
cause, matter or thing whatsoever, arising from the beginning of time to the
date of execution of this Amendment Extension Letter relating to or arising
from the Agreement, the Loan Documents, and/or the lending or any other banking
relationship between any of the Obligors and the Agent and the Lenders.


 


6.             Representations.  In order to induce Lenders to enter into this
Amendment Extension Letter and to grant the Limited Waiver in the manner
provided herein, each Obligor represents and warrants to each Lender that the
following statements are true, correct and complete:


 


6

















 


A.            Acknowledgement of Indebtedness.  (i) Absent the Limited Waiver set forth
herein, the Anticipated Events of Default would be likely to occur and, if any
Anticipated Event of Default were to occur, the Obligors would not likely be
able to cure it and such Anticipated Event of Default would continue to exist ;
(ii) the Indebtedness are valid and enforceable against Obligors; and (iii) neither
Lenders nor Agent has unconditionally waived in any respect any or all of such
Anticipated Events of Default or its respective rights and remedies with
respect thereto except as specifically set forth herein, and but for the
Limited Waiver, Obligors have no defenses whatsoever to the exercise of any
rights and remedies by Agent or Lenders, and each Obligor waives any and all
further notice, presentment, notice of dishonor or demand with respect to the
same.


 


B.            Corporate Power and Authority.  Each Obligor has all requisite power and
authority to enter into this Amendment Extension Letter and to carry out the
transactions contemplated by, and perform its obligations under, the Agreement
as temporarily modified by this Amendment Extension Letter (the “Amended Agreement”).


 


C.            Authorization of Agreements.  The execution and delivery of this Amendment
Extension Letter and the performance of the Amended Agreement have been duly
authorized by all necessary corporate, partnership or limited liability company
action, as appropriate, on the part of each Obligor.


 


D.            No Conflict. 
The execution and delivery by each Obligor of this Amendment Extension
Letter and the performance by each Obligor of the Amended Agreement do not and
will not (i) require any consent or approval of the shareholders, partners
or members of any such entity not already obtained; (ii) contravene such
entity’s Organizational Documents; (iii) violate any provision of or cause
or result in a breach of or constitute a default under any law, rule,
regulation (including, without limitation, Regulation U of the Board of
Governors of the Federal Reserve System), order, writ, judgment, injunction,
decree, determination, or award presently in effect having applicability to
such entity; (iv) cause or result in a breach of or constitute a default
under any indenture or loan or credit agreement or any other agreement, lease,
or instrument to which such entity is a party or by which it or its properties
may be bound or affected; (v) cause or result in or require the creation
or imposition of any Lien upon or with respect to any of the properties now
owned or hereafter acquired by such Obligor except as contemplated by this
Amendment Extension Letter; or (vi) violate any provision of any
indenture, agreement, or other instrument to which any Borrower, Guarantor, or
any of their respective properties or assets are bound, and will not be in
conflict with, result in a breach of, or constitute (with due notice and/or
lapse of time) a default under any such indenture, agreement, or other
instrument, or result in the creation or imposition of any lien, charge, or
encumbrance of any nature whatsoever upon any of said properties or assets.


 


E.             Governmental Consents.  The execution and delivery by each Obligor of
this Amendment Extension Letter and the performance by each Obligor of the
Amended Agreement do not and will not require any authorization, consent,
approval, license or exemption of, or any registration, qualification,
designation, declaration or a filing with any court or governmental


 


7

















 


department, commission,
board, bureau, agency or instrumentality, domestic or foreign, except as have
been obtained.


 


F.             Binding Obligation.  This Amendment Extension Letter has been duly
executed and delivered by each Obligor and this Amendment Extension Letter and
the Amended Agreement are the legally valid and binding obligations of such
Obligor, enforceable against such Obligor in accordance with their respective
terms, except as may be limited by applicable bankruptcy, insolvency, and other
similar laws affecting creditors’ rights generally.


 


G.            Incorporation of Representations and Warranties From
Loan Documents.  After giving effect
to the Limited Waiver, the representations and warranties contained in each
Loan Document are and will be true, correct and complete in all material
respects on and as of the Effective Date to the same extent as though made on
and as of that date, except to the extent such representations and warranties
specifically relate to an earlier date, in which case they were true, correct
and complete in all material respects on and as of such earlier date.


 


H.            Absence of Default.  After giving effect to the Limited Waiver, no
event has occurred and is continuing or will result from the consummation of
the transactions contemplated by this Amendment Extension Letter that would
constitute an Event of Default.


 


7.             No Impairment.  Except as to the Limited Waiver contained
herein, nothing contained in this Amendment Extension Letter shall serve as a
waiver of any right of the Agent or the Lenders, a waiver or cure of any
defaults under the Agreement or the other Loan Documents, a modification or
novation of the Indebtedness or the documentation therefor, or an agreement or
commitment by the Agent or the Lenders to extend or otherwise modify the
Indebtedness.


 


8.             Termination of Limited
Waiver.  Failure of any of
the Obligors to satisfy any of the terms or conditions in this Amendment
Extension Letter shall, immediately and without further notice or opportunity
to cure, terminate the Limited Waiver, end the Waiver Period, and constitute an
Event of Default under Article IX of the Agreement as of the date of such
failure, and the Agent and the Lenders shall be entitled to immediately
exercise all of their respective rights and remedies under the Loan Documents
and applicable law.


 


9.             Miscellaneous.


 


A.            Headings. 
The headings and underscoring of articles, sections and clauses and the
naming of any document or defined term, including this Amendment Extension
Letter, have been included herein for convenience only and shall not be
considered in interpreting this Amendment Extension Letter.


 


B.            Governing Law. 
This Amendment Extension Letter shall be construed in accordance with
and governed by the internal laws of the Commonwealth of Pennsylvania.


 


8

















 


C.            Integration. 
This Amendment Extension Letter constitutes the sole agreement of the
parties with respect to the subject matter hereof and thereof and supersedes
all oral negotiations and prior writings with respect to the subject matter
hereof and thereof.


 


D.            Severability of Provisions.  Any provision of this Amendment Extension
Letter that is held to be inoperative, unenforceable, void or invalid in any
jurisdiction shall, as to that jurisdiction, be ineffective, unenforceable,
void or invalid without affecting the remaining provisions in that jurisdiction
or the operation, enforceability or validity of that provision in any other
jurisdiction, and to this end the provisions of this Amendment Extension Letter
are declared to be severable.


 


E.             Fees and Expenses.  Company acknowledges that all costs, fees and
expenses as described in Section 13.15 of the Agreement incurred by Agent
and its counsel with respect to this Amendment Extension Letter and the
documents and transactions contemplated hereby shall be for the account of
Borrowers.


 


F.             No Third-Party Beneficiaries.  Notwithstanding anything to the contrary
contained herein, no provision of this Amendment Extension Letter is intended
to benefit any party other than the signatories hereto nor shall any such
provision be enforceable by any other party.


 


G.            Counterparts. 
This Amendment Extension Letter may be executed in any number of
counterparts and by the different parties on separate counterparts and each
such counterpart shall be deemed to be an original, but all such counterparts
shall together constitute one and the same Amendment Extension Letter.  Any facsimiled, electronically transmitted,
or photocopied signatures hereto shall be deemed original signatures hereto,
all of which shall be equally valid.


 


[Signature
Pages Follow]


 


9

















 


	
   

  	
  Sincerely,

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Wachovia Bank, National Association,

  	
   

  
	
   

  	
  as Agent

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Nathan R. Rantala

  
				



 


 
















 


ACCEPTED AND AGREED TO:


 


	
  Master Borrower:

  	
  Greenwood Financial Inc., a
  Delaware corporation

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Lawrence J. Dugan

  
	
   

  	
   

  	
   

  	
  Name: Lawrence J. Dugan

  
	
   

  	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
  Corporate Borrowers:

  	
  OHB Homes, Inc.

  
	
   

  	
  Orleans Corporation

  
	
   

  	
  Orleans Corporation of New
  Jersey

  
	
   

  	
  Orleans Construction Corp.

  
	
   

  	
  Parker & Lancaster
  Corporation

  
	
   

  	
  Parker & Orleans
  Homebuilders, Inc.

  
	
   

  	
  Sharp Road Farms, Inc.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Lawrence J. Dugan

  
	
   

  	
   

  	
   

  	
  Name: Lawrence J. Dugan

  
	
   

  	
   

  	
   

  	
  Title: Vice
  President

  



 


[Borrowers’
signatures continued on the following page]


 


 

















 


	
  Limited Liability Company

  	
   

  
	
  Borrowers:

  	
   

  
	
   

  	
  Masterpiece Homes, LLC

  OPCNC, LLC

  Orleans at Bordentown, LLC

  Orleans at Cooks Bridge,
  LLC

  Orleans at Covington
  Manor, LLC

  Orleans at Crofton Chase,
  LLC

  Orleans at East Greenwich,
  LLC

  Orleans at Elk Township,
  LLC

  Orleans at Evesham, LLC

  Orleans at Hamilton, LLC

  Orleans at Harrison, LLC

  Orleans at Hidden Creek,
  LLC

  Orleans at Jennings Mill,
  LLC

  Orleans at Lambertville,
  LLC

  Orleans at Lyons Gate, LLC

  Orleans at Mansfield, LLC

  Orleans at Maple Glen, LLC

  Orleans at Meadow Glen,
  LLC

  Orleans at Millstone, LLC

  Orleans at Millstone River
  Preserve, LLC

  Orleans at Moorestown, LLC

  Orleans at Tabernacle, LLC

  Orleans at Upper Freehold,
  LLC

  Orleans at Wallkill, LLC

  Orleans at Westampton Woods,
  LLC

  Orleans at Woolwich, LLC

  Orleans Arizona Realty,
  LLC

  Orleans DK, LLC

  Parker
  Lancaster, Tidewater, L.L.C.

  Wheatley Meadows Associates, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Lawrence J. Dugan

  
	
   

  	
   

  	
   

  	
  Lawrence J. Dugan

  
	
   

  	
   

  	
   

  	
  Vice President

  



 


[Borrowers’ signatures continued on the following page]


 


 

















 


	
  Limited Partnership

  	
   

  
	
  Borrowers:

  	
  Brookshire Estates, L.P. (f/k/a Orleans at
  Brookshire Estates, L.P.)

  
	
   

  	
  Orleans at Falls, LP

  
	
   

  	
  Orleans at Limerick, LP

  
	
   

  	
  Orleans at Lower Salford, LP

  
	
   

  	
  Orleans at Thornbury, L.P.

  
	
   

  	
  Orleans at Upper Saucon, L.P.

  
	
   

  	
  Orleans at Upper Uwchlan, LP

  
	
   

  	
  Orleans at West Bradford, LP

  
	
   

  	
  Orleans at West Vincent, LP

  
	
   

  	
  Orleans at Windsor Square, LP

  
	
   

  	
  Orleans at Wrightstown, LP

  
	
   

  	
  Stock Grange, LP

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  OHI PA GP, LLC, sole
  General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Lawrence J. Dugan

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Lawrence J. Dugan

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Orleans RHIL, LP

  
	
   

  	
  Realen Homes, L.P.

  
	
   

  	
  By:

  	
   

  	
  RHGP, LLC, sole
  General Partner

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  Orleans Homebuilders, Inc.,

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Authorized Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Garry P. Herdler

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Garry P. Herdler, Executive

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Vice President &

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Guarantor:

  	
  Orleans Homebuilders, Inc., a Delaware
  corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Garry P. Herdler

  
	
   

  	
   

  	
   

  	
  Garry P. Herdler, Executive

  
	
   

  	
   

  	
   

  	
  Vice President &

  
	
   

  	
   

  	
   

  	
  Chief Financial Officer

  
										



 


 

















 


	
   

  	
  LENDER SIGNATURE PAGE TO

  AMENDMENT EXTENSION LETTER WITH

  GREENWOOD FINANCIAL INC. AS

  MASTER BORROWER, DATED AS OF

  OCTOBER 30, 2009:

  
	
   

  	
   

  
	
   

  	
  WACHOVIA BANK,

  
	
   

  	
  NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Nathan R. Rantala

  
	
   

  	
   

  	
   

  	
  Nathan R. Rantala, Director

  



 


 

















 


	
   

  	
  LENDER SIGNATURE PAGE TO

  AMENDMENT EXTENSION LETTER WITH

  GREENWOOD FINANCIAL INC. AS

  MASTER BORROWER, DATED AS OF

  OCTOBER 30, 2009:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BANK
  OF AMERICA, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ John
  McDonald

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:
  John McDonald

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:
  S.V.P.

  



 


 

















 


	
   

  	
  LENDER SIGNATURE PAGE TO

  AMENDMENT EXTENSION LETTER WITH

  GREENWOOD FINANCIAL INC. AS

  MASTER BORROWER, DATED AS OF

  OCTOBER 30, 2009:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BANK
  OF AMERICA, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Jonathan
  M. Barnes

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:
  Jonathan M. Barnes

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:
  Vice President

  



 


 

















 


	
   

  	
  LENDER SIGNATURE PAGE TO

  AMENDMENT EXTENSION LETTER WITH

  GREENWOOD FINANCIAL INC. AS

  MASTER BORROWER, DATED AS OF

  OCTOBER 30, 2009:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MANUFACTURERS
  AND TRADERS TRUST COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Anne
  D. Brehony

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:
  Anne D. Brehony

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:
  Vice President

  



 


 

















 


	
   

  	
  LENDER SIGNATURE PAGE TO

  AMENDMENT EXTENSION LETTER WITH

  GREENWOOD FINANCIAL INC. AS

  MASTER BORROWER, DATED AS OF

  OCTOBER 30, 2009:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NATIONAL
  CITY BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Christopher
  Guyer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:
  Christopher Guyer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:
  Vice President

  



 


 

















 


	
   

  	
  LENDER SIGNATURE PAGE TO

  AMENDMENT EXTENSION LETTER WITH

  GREENWOOD FINANCIAL INC. AS

  MASTER BORROWER, DATED AS OF

  OCTOBER 30, 2009:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FIRSTRUST
  BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Seth
  Mackler

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:
  Seth Mackler

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:
  Senior Vice President

  



 


 
















 


	
   

  	
  LENDER SIGNATURE PAGE TO

  AMENDMENT EXTENSION LETTER WITH

  GREENWOOD FINANCIAL INC. AS

  MASTER BORROWER, DATED AS OF

  OCTOBER 30, 2009:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TD
  BANK, NA, successor by merger to Commerce

  Bank, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/
  Kendall Jones

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:
  Kendall Jones

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:
  Vice President

  



 


 

















 


	
   

  	
  LENDER SIGNATURE PAGE TO

  AMENDMENT EXTENSION LETTER WITH

  GREENWOOD FINANCIAL INC. AS

  MASTER BORROWER, DATED AS OF

  OCTOBER 30, 2009:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SUNTRUST
  BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/
  Janet R. Naifeh

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:
  Janet R. Naifeh

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:
  Senior Vice President

  



 


 

















 


	
   

  	
  LENDER SIGNATURE PAGE TO

  AMENDMENT EXTENSION LETTER WITH

  GREENWOOD FINANCIAL INC. AS

  MASTER BORROWER, DATED AS OF

  OCTOBER 30, 2009:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  REGIONS
  BANK, successor by merger to

  Amsouth
  Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/
  William P. Connell

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:
  William P. Connell

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:
  Senior Vice President

  



 


 

















 


	
   

  	
  LENDER SIGNATURE PAGE TO

  AMENDMENT EXTENSION LETTER WITH

  GREENWOOD FINANCIAL INC. AS

  MASTER BORROWER, DATED AS OF

  OCTOBER 30, 2009:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  COMERICA
  BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/
  Laura Benson

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:
  Laura Benson

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:
  Vice President

  



 


 

















 


Schedule
A  — 
Schedule of Borrowers


 


Greenwood Financial Inc.


Masterpiece Homes, LLC


OHB Homes, Inc.


Orleans Corporation


Orleans Corporation of New
Jersey


Orleans Construction Corp.


Parker & Lancaster
Corporation


Parker & Orleans
Homebuilders, Inc.


Sharp Road Farms, Inc.


OPCNC, LLC


Orleans at Bordentown, LLC


Orleans at Cooks Bridge, LLC


Orleans at Covington Manor,
LLC


Orleans at Crofton Chase,
LLC


Orleans at East Greenwich,
LLC


Orleans at Elk Township, LLC


Orleans at Evesham, LLC


Orleans at Hamilton, LLC


Orleans at Harrison, LLC


Orleans at Hidden Creek, LLC


Orleans at Jennings Mill,
LLC


Orleans at Lambertville, LLC


Orleans at Lyons Gate, LLC


Orleans at Mansfield, LLC


Orleans at Maple Glen, LLC


Orleans at Meadow Glen, LLC


Orleans at Millstone, LLC


Orleans at Millstone River
Preserve, LLC


Orleans at Moorestown, LLC


Orleans at Tabernacle, LLC


Orleans at Upper Freehold,
LLC


Orleans at Wallkill, LLC


Orleans at Westampton Woods,
LLC


Orleans at Woolwich, LLC


Orleans Arizona Realty, LLC


Orleans DK, LLC


Wheatley Meadows Associates,
LLC


Parker Lancaster, Tidewater,
L.L.C.


Brookshire Estates, L.P.
(f/k/a Orleans at Brookshire Estates, L.P.)


Orleans at Falls, LP


Orleans at Limerick, LP


Orleans at Lower Salford, LP


Orleans at Thornbury, LP


Orleans at Upper Saucon,
L.P.


 


1

















 


Orleans at Upper Uwchlan, LP


Orleans at West Bradford, LP


Orleans at West Vincent, LP


Orleans at Windsor Square,
LP


Orleans at Wrightstown, LP


Stock Grange, LP


Orleans RHIL, LP


Realen Homes, L.P.


 


2