**EXHIBIT  10.4**

**SECOND AMENDMENT TO AMENDED ANDRESTATED**

**REVOLVINGCREDIT LOAN AGREEMENT**

**GREENWOOD FINANCIAL, INC.,**

**A DELAWARE CORPORATION,**

**AND CERTAIN AFFILIATES**

**Borrowers**

**ORLEANS HOMEBUILDERS, INC.,**

**A DELAWARE CORPORATION**

**Guarantor**

**WACHOVIA BANK, NATIONAL ASSOCIATION**

**AdministrativeAgent**

**WACHOVIA CAPITAL MARKETS, LLC**

**LeadArranger**

**BANK OF AMERICA, N.A.**

**Syndication Agent**

**SOVEREIGN BANK**

**Documentation Agent**

**MANUFACTURERS AND TRADERS TRUSTCOMPANY**

**Documentation Agent**

**NATIONAL CITY BANK**

**Documentation Agent**

**WACHOVIA BANK, NATIONALASSOCIATION**

**FIRSTRUST BANK**

**GUARANTY BANK**

**U.S. BANK NATIONAL ASSOCIATION**

**CITIZENS BANK OF PENNSYLVANIA**

**COMMERCE BANK, N.A.**

**SUNTRUST BANK**

**REGIONS BANK**

**FRANKLIN BANK, SSB**

**COMERICA BANK**

**COMPASS BANK, an Alabama BankingCorporation**

**JPMORGAN CHASE BANK, N.A.**

**LASALLE BANK NATIONAL ASSOCIATION**

**DEUTSCHE BANK TRUST COMPANYAMERICAS**

**Lenders**

**Executed:February 7, 2007**

 

----

**SECONDAMENDMENT TO AMENDED AND RESTATEDREVOLVING CREDIT LOAN AGREEMENT**

This Second Amendment to Amended and RestatedRevolving Credit Loan Agreement (“this Amendment”), executed as of the 7th dayof February, 2007 (the “Execution Date”) but effective as of December 31, 2006(the “Effective Date”), by and among GREENWOOD FINANCIAL, INC., a Delawarecorporation (“Master Borrower”), each of the other entities identified onSchedule 1.1A that is attached hereto as “Borrowers,” ORLEANS HOMEBUILDERS,INC., as Delaware corporation as guarantor (“Guarantor”), the Lenders who are aparty hereto, and WACHOVIA BANK, NATIONAL ASSOCIATION, as Agent for the Lenders(“Agent”).

**BACKGROUND**

A.            MasterBorrower, Agent, the Lenders, Guarantor and the Borrowers are parties to anAmended and Restated Revolving Credit Loan Agreement dated as of January 24,2006, and amended by a First Amendment to Amended and Restated Revolving CreditLoan Agreement dated as of November 1, 2006 (as so amended, the “Agreement”).  All capitalized terms used but notspecifically defined herein have the meanings defined in the Agreement.

B.            Theparties hereto desire to modify and amend the Agreement in the manner set forthin this Amendment.

**NOW THEREFORE**, for good andvaluable consideration, the receipt and sufficiency of which are acknowledged,and intending to be legally bound hereby, the parties hereto agree as follows:

# 1.             Section 8.1.2 of the Agreement is hereby deleted, as ofthe Effective Date, and the following is inserted in its place:

8.1.2        Asof the last day of each of the following Fiscal Quarters, for the RelevantAccounting Period then ended, the ratio of (i) the sum of (a) Guarantor’sAdjusted EBITDA plus (b) non-cash charges and expenses (including, butnot limited to, inventory impairment, abandoned project charges and stockoption expense) plus (c) extraordinary losses plus (d) net incomefrom Joint Ventures up to the amount of cash actually distributed to Guarantor minus(e) non-cash credits minus (f) extraordinary gains to (ii) Debt Serviceshall be greater than or equal to the following applicable ratios:  

| Fiscal Quarters Ended | ** ** | **Minimum Required Ratio** |
|-----------------------|------------|----------------------------|
| December 31, 2006     |       | 2.00:1                     |
| March 31, 2007        |       | 1.50:1                     |
| June 30, 2007         |       | 1.50:1                     |
| September 30, 2007    |       | 1.50:1                     |
| December 31, 2007     |       | 1.50:1                     |
| March 31, 2008        |       | 1.65:1                     |

 

----

 

| Fiscal Quarters Ended                                        | ** ** | **Minimum Required Ratio** |
|--------------------------------------------------------------|------------|----------------------------|
| June 30, 2008                                                |       | 1.80:1                     |
| September 30, 2008                                           |       | 1.80:1                     |
| If the Maturity Date is postponed pursuant to  Section 2.13: |       |                       |
| December 31, 2008                                            |       | 1.80:1                     |
| Last day of each subsequent Fiscal Quarter                   |       | 2.25:1                     |

 

# 2.             Section 8.5 of the Agreement is hereby deleted, as ofthe Effective Date, and the following is inserted in its place:

8.5           Ownership of Land.

8.5.1        Onthe last day of each Fiscal Quarter that ends on or after December 31, 2006,(i) the aggregate book value of all Approved Land and Raw Land owned byBorrowers, Guarantor or any subsidiary of a Borrower or Guarantor shall notexceed thirty percent (30%) of Guarantor’s Consolidated Adjusted Tangible NetWorth and (ii) the ratio of (a) the book value of all Land owned by Borrowers,Guarantor or any subsidiary of a Borrower or Guarantor which is not subject toa Qualifying Agreement of Sale and on which no Unit has been constructed or isbeing constructed to (b) Guarantor’s Consolidated Adjusted Tangible Net Worthshall not exceed the applicable ratio determined as follows:

| Fiscal Quarter Ending         | ** ** | **Applicable Ratio** |
|-------------------------------|------------|----------------------|
| December 31, 2006             |       | 1.90:1               |
| March 31, 2007                |       | 1.90:1               |
| June 30, 2007                 |       | 1.75:1               |
| September 30, 2007            |       | 1.65:1               |
| December 31, 2007             |       | 1.65:1               |
| March 31, 2008 and thereafter |       | 1.50:1               |

 

8.5.2        Notwithstanding the provisions of Section****8.5.1hereof, on the last day of each Fiscal Quarter that ends on or after theCollateral Release Date (i) the aggregate book value of all Approved Land andRaw Land owned by Borrowers, Guarantor or any subsidiary of a Borrower orGuarantor shall not exceed twenty-five percent (25%) of Guarantor’sConsolidated Adjusted Tangible Net Worth and (ii) the ratio of (a) the bookvalue of all Land owned by Borrowers, Guarantor or any subsidiary of a Borroweror Guarantor which is not subject to a Qualifying Agreement of Sale and onwhich no Unit has been constructed or is being constructed to (b) Guarantor’sConsolidated Adjusted Tangible Net Worth shall not exceed 1.25:1.

# 3.             Effect of this Amendment.  This Amendment shall become effective (but asof the Effective Date) only upon the execution of this Amendment by theBorrowers, Guarantor, Agent and Requisite Lenders.

2

----

4.             FacilityAmendment Consideration.

4.1           Upon the execution of this Amendment, Borrowers shall pay toAgent, for the account of each of those Lenders who has executed thisAmendment, a facility amendment fee in the amount that is equal to 0.10% (ten(10) “basis points”) of the Commitment of each such Lender.  Such facility amendment fee, once paid, shallnot be refundable to Borrowers in any amount or for any reason.

4.2           Notwithstanding the provisions of Section 2.4.2 of theAgreement, the adjustment of the Applicable Spread that is determined on thebasis of the Covenant Compliance Certificate that is required to be deliveredon February 19, 2007, shall be made (and shall be effective) as of theExecution Date.

# 5.             Counterparts.  This Amendment may be executed in any numberof counterparts and by different parties hereto in separate counterparts, eachof which when so executed shall be deemed to be an original and shall bebinding upon all parties, their successors and assigns, and all of which takentogether shall constitute one and the same agreement.

# 6.             EntireAgreement.  TheAgreement (as amended by this Amendment) and the other Loan Documents containthe entire agreement and understanding among Borrowers, Guarantor, Lenders andAgent regarding the Facility.  All priornegotiations and discussions between or among any of the parties heretoregarding the Facility and the terms and conditions thereof are superseded bythe Agreement (as amended by this Amendment) and the other Loan Documents.

**[Signatureson the following page]**

3

----

**IN WITNESS WHEREOF**, the partieshereto have executed this Agreement under seal the day and year set forthabove.
| *Master Borrower:*     | Greenwood Financial, Inc., a Delaware corporation |
|------------------------|---------------------------------------------------|
| * *               |                                              |   |
| * *               |                                              |   |
|                   | By:                                               | Lawrence J. Dugan |   |
|                   |                                              | Lawrence J. Dugan |
|                   |                                              | Vice President |
|                   |                                              |   |
|                   |                                              |   |
| *Corporate Borrowers:* | Masterpiece Homes, Inc.                           |
|                   | 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:                                               | Lawrence J. Dugan |   |
|                   |                                              | Lawrence J. Dugan |
|                   |                                              | Vice President |

 

**[Borrowers’signatures continued on the following page]**

4

----

* *
| *Limited Liability Company* |                                                       |              |
|-----------------------------|------------------------------------------------------------|-------------------|
| *Borrowers:*                |                                                       |              |
|                        | Meadows at Hyde Park, 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 King Ranch, 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 (f/k/a Kabro of Middletown,  LLC) |
|                        | Orleans at Westampton Woods, LLC                           |
|                        | Orleans at Woolwich, LLC                                   |
|                        | Orleans DK, LLC                                            |
|                        | Parker Lancaster, Tidewater, LLC                           |
|                        | Wheatley Meadows Associates, LLC                           |
|                        |                                                       |              |
|                        |                                                       |              |
|                        | By:                                                        | Lawrence J. Dugan |   |
|                        |                                                       | Lawrence J. Dugan |
|                        |                                                       | Vice President    |

 

**[Borrowers’signatures continued on the following page]**

5

----

* *
| *Limited Partnership* |                                                                 |                                 |
|-----------------------|----------------------------------------------------------------------|--------------------------------------|
| *Borrowers:*          |                                                                 |                                 |
|                  | Brookshire Estates, L.P.(f/k/a Orleans at Brookshire  Estates, L.P.) |
|                  | Orleans at Aston, LP                                                 |
|                  | Orleans at Falls, LP                                                 |
|                  | Orleans at Limerick, LP                                              |
|                  | Orleans at Lower Salford, LP                                         |
|                  | Orleans at Thornbury, LP                                             |
|                  | 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:                                  | 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:                                  | James Thompson |   |
|                  |                                                                 |                                 | Acting Chief Financial Officer |
|                  |                                                                 |                                 |   |
| *Guarantor:*          | Orleans Homebuilders, Inc., a Delaware corporation                   |
| * *              |                                                                 |
|                  | By:                                                                  | James Thompson                       |   |
|                  |                                                                 | Acting Chief Financial Officer       |
|                       |                                                                      |                                      |  |  |  |  |

 

**[Lenders’signatures on the following pages]**

6

----

 
| *Agent:* | Wachovia Bank, National Association |
|----------|-------------------------------------|
| * * |                                |   |
|     |                                |   |
|     | By:                                 | Jeffrey D. Wallace |   |   |
|     |                                | Jeffrey D. Wallace |
|     |                                | Senior Vice President |

 

7

----

**LENDER SIGNATURE PAGE TO SECOND AMENDMENT TOAMENDED AND RESTATED REVOLVING CREDIT LOAN AGREEMENT WITH GREENWOOD FINANCIAL,INC. AS MASTER BORROWER, DATED AS OF FEBRUARY 7, 2007:**

WACHOVIA BANK,NATIONAL ASSOCIATION
|        | By:    | Jeffrey D. Wallace                        |
|--------|--------|-------------------------------------------|
|   |   | Jeffrey D. Wallace, Senior Vice President |

** **

8

----

**LENDER SIGNATURE PAGE TO SECOND AMENDMENT TOAMENDED AND RESTATED REVOLVING CREDIT LOAN AGREEMENT WITH GREENWOOD FINANCIAL,INC. AS MASTER BORROWER, DATED AS OF FEBRUARY 7, 2007:**

BANK OF AMERICA, N.A.
|        | By:    | Sean Finnegan                |
|--------|--------|------------------------------|
|   |   | Name: Sean Finnegan          |
|   |   | Title: Senior Vice President |

** **

9

----

**LENDER SIGNATURE PAGE TO SECOND AMENDMENT TOAMENDED AND RESTATED REVOLVING CREDIT LOAN AGREEMENT WITH GREENWOOD FINANCIAL,INC. AS MASTER BORROWER, DATED AS OF FEBRUARY 7, 2007:**

SOVEREIGN BANK
|        | By:    | Ernest J. Kociban            |
|--------|--------|------------------------------|
|   |   | Name: Ernest J. Kociban      |
|   |   | Title: Senior Vice-President |

** **

10

----

**LENDER SIGNATURE PAGE TO SECONDAMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT LOAN AGREEMENT WITH GREENWOODFINANCIAL, INC. AS MASTER BORROWER, DATED AS OF FEBRUARY 7, 2007:**

MANUFACTURERS AND TRADERSTRUST COMPANY
|        | By:    | Bernard T. Shields       |
|--------|--------|--------------------------|
|   |   | Name: Bernard T. Shields |
|   |   | Title: Vice President    |

** **

11

----

**LENDER SIGNATURE PAGE TO SECONDAMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT LOAN AGREEMENT WITHGREENWOOD FINANCIAL, INC. AS MASTER BORROWER, DATED AS OF FEBRUARY 7, 2007:**

NATIONAL CITY BANK
|        | By:    | Brian Gallagher       |
|--------|--------|-----------------------|
|   |   | Name: Brian Gallagher |
|   |   | Title: Vice President |

** **

12

----

**LENDER SIGNATURE PAGE TO SECOND AMENDMENT TOAMENDED AND RESTATED REVOLVING CREDIT LOAN AGREEMENT WITH GREENWOOD FINANCIAL,INC. AS MASTER BORROWER, DATED AS OF FEBRUARY 7, 2007:**

FIRSTRUST BANK
|        | By:    | Gary S. Kinn          |
|--------|--------|-----------------------|
|   |   | Name: Gary S. Kinn    |
|   |   | Title: Vice President |

** **

13

----

**LENDER SIGNATURE PAGE TO SECOND AMENDMENT TOAMENDED AND RESTATED REVOLVING CREDIT LOAN AGREEMENT WITH GREENWOOD FINANCIAL,INC. AS MASTER BORROWER, DATED AS OF FEBRUARY 7, 2007:**

GUARANTY BANK
|        | By:    | Linda Garcia              |
|--------|--------|---------------------------|
|   |   | Name: Linda Garcia        |
|   |   | Title: Sr. Vice President |

** **

14

----

**LENDER SIGNATURE PAGE TO SECOND AMENDMENT TOAMENDED AND RESTATED REVOLVING CREDIT LOAN AGREEMENT WITH GREENWOOD FINANCIAL,INC. AS MASTER BORROWER, DATED AS OF FEBRUARY 7, 2007:**

U.S. BANK NATIONALASSOCIATION
|        | By:    |   |
|--------|--------|--------|
|   |   | Name:  |
|   |   | Title: |

** **

15

----

**LENDER SIGNATURE PAGE TO SECOND AMENDMENT TOAMENDED AND RESTATED REVOLVING CREDIT LOAN AGREEMENT WITH GREENWOOD FINANCIAL,INC. AS MASTER BORROWER, DATED AS OF FEBRUARY 7, 2007:**

CITIZENS BANK OFPENNSYLVANIA
|        | By:    | Michael J. DiSanto           |
|--------|--------|------------------------------|
|   |   | Name: Michael J. DiSanto     |
|   |   | Title: Senior Vice President |

** **

16

----

**LENDER SIGNATURE PAGE TO SECOND AMENDMENT TOAMENDED AND RESTATED REVOLVING CREDIT LOAN AGREEMENT WITH GREENWOOD FINANCIAL,INC. AS MASTER BORROWER, DATED AS OF FEBRUARY 7, 2007:**

COMMERCE BANK, N.A.
|        | By:    |   |
|--------|--------|--------|
|   |   | Name:  |
|   |   | Title: |

 

17

----

| ** ** | **LENDER SIGNATURE PAGE TO SECOND**     |
|------------|-----------------------------------------|
| ** ** | **AMENDMENT TO AMENDED AND**            |
| ** ** | **RESTATED REVOLVING CREDIT LOAN**      |
| ** ** | **AGREEMENT WITH GREENWOOD**            |
| ** ** | **FINANCIAL, INC. AS MASTER BORROWER,** |
| ** ** | **DATED AS OF FEBRUARY 7, 2007:**       |
| ** ** | ** **                              |
| ** ** | ** **                              |
|       | SUNTRUST BANK                           |
|       |                                    |
|       |                                    |
|       | By:                                     | Ashish Tandon |
|       |                                    | Name: Ashish Tandon |
|       |                                    | Title: Assistant Vice President |

 

18

----

 

 
|            | **LENDER SIGNATURE PAGE TO SECOND**                |
|------------|----------------------------------------------------|
| ** ** | **AMENDMENT TO AMENDED AND**                       |
| ** ** | **RESTATED REVOLVING CREDIT LOAN**                 |
| ** ** | **AGREEMENT WITH GREENWOOD**                       |
| ** ** | **FINANCIAL, INC. AS MASTER BORROWER,**            |
| ** ** | **DATED AS OF FEBRUARY 7, 2007:**                  |
| ** ** | ** **                                         |
| ** ** | ** **                                         |
|       | REGIONS BANK, successor by merger to  Amsouth Bank |
|       |                                               |
|       | By:                                                | Daniel McClarkin |
|       |                                               | Name: Daniel McClarkin |
|       |                                               | Title: Assistant Vice President |

19

----

 
|            | **LENDER SIGNATURE PAGE TO SECOND**     |
|------------|-----------------------------------------|
| ** ** | **AMENDMENT TO AMENDED AND**            |
| ** ** | **RESTATED REVOLVING CREDIT LOAN**      |
| ** ** | **AGREEMENT WITH GREENWOOD**            |
| ** ** | **FINANCIAL, INC. AS MASTER BORROWER,** |
|       | **DATED AS OF FEBRUARY 7, 2007:**       |
|       | ** **                              |
|       | ** **                              |
|       | FRANKLIN BANK, SSB                      |
|       |                                    |
|       |                                    |
|       | By:                                     | Virgil J. Haplea |
|       |                                    | Name: Virgil J. Haplea |
|       |                                    | Title: Sr. Vice President |

20

----

 
|            | **LENDER SIGNATURE PAGE TO SECOND**     |
|------------|-----------------------------------------|
| ** ** | **AMENDMENT TO AMENDED**                |
| ** ** | **AND RESTATED REVOLVING CREDIT LOAN**  |
| ** ** | **AGREEMENT WITH GREENWOOD**            |
| ** ** | **FINANCIAL, INC. AS MASTER BORROWER,** |
| ** ** | **DATED AS OF FEBRUARY 7, 2007:**       |
| ** ** | ** **                              |
| ** ** | ** **                              |
|       | COMERICA BANK                           |
|       |                                    |
|       |                                    |
|       | By:                                     | Adam Sheets |
|       |                                    | Name: Adam Sheets |
|       |                                    | Title: Account Officer |

21

----

 
|            | **LENDER SIGNATURE PAGE TO SECOND**           |
|------------|-----------------------------------------------|
| ** ** | **AMENDMENT TO AMENDED AND**                  |
| ** ** | **RESTATED REVOLVING CREDIT LOAN**            |
| ** ** | **AGREEMENT WITH GREENWOOD**                  |
| ** ** | **FINANCIAL, INC. AS MASTER BORROWER,**       |
| ** ** | **DATED AS OF FEBRUARY 7, 2007:**             |
| ** ** | ** **                                    |
| ** ** | ** **                                    |
|       | COMPASS BANK, an Alabama Banking  Corporation |
|       |                                          |
|       |                                          |
|       | By:                                           | Johanna Duke Paley |
|       |                                          | Name: Johanna Duke Paley |
|       |                                          | Title: Senior Vice President |

22

----

 
|            | **LENDER SIGNATURE PAGE TO SECOND**     |
|------------|-----------------------------------------|
| ** ** | **AMENDMENT TO AMENDED AND**            |
| ** ** | **RESTATED REVOLVING CREDIT LOAN**      |
| ** ** | **AGREEMENT WITH GREENWOOD**            |
| ** ** | **FINANCIAL, INC. AS MASTER BORROWER,** |
| ** ** | **DATED AS OF FEBRUARY 7, 2007:**       |
| ** ** | ** **                              |
| ** ** | ** **                              |
|       | JPMORGAN  CHASE BANK, N.A.              |
|       |                                    |
|       |                                    |
|       | By:                                     | Thomas J. Reynolds |
|       |                                    | Name: Thomas J. Reynolds |
|       |                                    | Title: Assistant Vice President |

23

----

 
|            | **LENDER SIGNATURE PAGE TO SECOND**     |
|------------|-----------------------------------------|
| ** ** | **AMENDMENT TO AMENDED AND**            |
| ** ** | **RESTATED REVOLVING CREDIT LOAN**      |
| ** ** | **AGREEMENT WITH GREENWOOD**            |
| ** ** | **FINANCIAL, INC. AS MASTER BORROWER,** |
| ** ** | **DATED AS OF FEBRUARY 7, 2007:**       |
| ** ** | ** **                              |
| ** ** | ** **                              |
|       | LaSALLE BANK, N.A.                      |
|       |                                    |
|       |                                    |
|       | By:                                     |   |
|       |                                    | Name: |
|       |                                    | Title: |

24

----

 
|            | **LENDER SIGNATURE PAGE TO SECOND**     |
|------------|-----------------------------------------|
| ** ** | **AMENDMENT TO AMENDED AND**            |
| ** ** | **RESTATED REVOLVING CREDIT LOAN**      |
| ** ** | **AGREEMENT WITH GREENWOOD**            |
| ** ** | **FINANCIAL, INC. AS MASTER BORROWER,** |
| ** ** | **DATED AS OF FEBRUARY 7, 2007:**       |
| ** ** | ** **                              |
| ** ** | ** **                              |
|       | DEUTSCHE BANK TRUST COMPANY  AMERICAS   |
|       |                                    |
|       |                                    |
|       | By:                                     | David J. Bell |
|       |                                    | Name: David J. Bell |
|       |                                    | Title: Managing Director |

 

25

----

**Schedule1.1A  — Schedule of Borrowers**
| *Master:*                                                    | Greenwood Financial, Inc.                                  |
|--------------------------------------------------------------|------------------------------------------------------------|
| *Corporate:*                                                 |                                                       |
|                                                         | Masterpiece Homes, Inc.                                    |
|                                                         | OHB Homes, Inc.                                            |
|                                                         | Orleans Corporation                                        |
|                                                         | Orleans Corporation of New Jersey                          |
|                                                         | Orleans Construction Corp.                                 |
|                                                         | Parker & Lancaster Corporation                         |
|                                                         | Parker & Orleans Homebuilders, Inc.                    |
|                                                         | Sharp Road Farms, Inc.                                     |
| *Limited Liability Companies:*                               |                                                       |
|                                                         | Meadows at Hyde Park, 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 King Ranch, 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 (f/k/a Kabro of Middletown,  LLC) |
|                                                         | Orleans at Westampton Woods, LLC                           |
|                                                         | Orleans at Woolwich, LLC                                   |
|                                                         | Orleans DK, LLC                                            |
|                                                         | Parker Lancaster, Tidewater, LLC                           |
|                                                         |                                                       |
| **(Schedule  of Borrowers continued on the following page)** |

 

----

 
|                         | ** **                                                           |
|-------------------------|----------------------------------------------------------------------|
| *Limited Partnerships:* | Brookshire Estates, L.P.(f/k/a Orleans at Brookshire  Estates, L.P.) |
|                    | Orleans at Aston, LP                                                 |
|                    | Orleans at Falls, LP                                                 |
|                    | Orleans at Limerick, LP                                              |
|                    | Orleans at Lower Salford, LP                                         |
|                    | Orleans RHIL, LP                                                     |
|                    | Orleans at Thornbury, LP                                             |
|                    | 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                                           |
|                    | Realen Homes, L.P.                                                   |
|                    | Stock Grange, LP                                                     |

 

----