**Exhibit10.2**

**THIRD 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:May 8, 2007**

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

This Third Amendment to Amended and Restated RevolvingCredit Loan Agreement (this “Amendment”), executed as of the 8th day of May, 2007 (the “Execution Date”), buteffective as of March 31, 2007 (the “Effective Date”), by and among GREENWOODFINANCIAL, INC., a Delaware corporation (“Master Borrower”), each of the other entitiesidentified on Schedule 1.1A that is attached hereto as “Borrowers,” ORLEANSHOMEBUILDERS, INC., as Delaware corporation as guarantor (“Guarantor”), theLenders who are a party hereto, and WACHOVIA BANK, NATIONAL ASSOCIATION, asAgent 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 and a Second Amendment to Amendedand Restated Revolving Credit Loan Agreement executed as of February 7, 2007(as so amended, the “Agreement”).  Allcapitalized terms used but not specifically defined herein have the meaningsdefined 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.                                      Effectof this Amendment.  This Amendmentshall become effective (but as of the Effective Date) only upon the executionof this Amendment by the Borrowers, Guarantor, Agent and Requisite Lenders.

2.                                      Definitionof Swap Contract.  The definition of “SwapContract” set forth in Section 1.1 of the Agreement is hereby deleted and thefollowing is inserted in its place:

“Swap Contract” means any “swapagreement” (as that term is defined in 11 U.S.C. § 101, as heretofore orhereafter amended), including, without limitation, an interest rate exchange,collar, cap, adjustable strike cap, adjustable strike corridor or similaragreement entered into by any Borrower or Guarantor with any individual Lenderin order to provide protection to, or minimize the impact upon, any Borrowerand/or the Guarantor of increasing floating rates of interest applicable tosome or all of the Loans.

3.             BorrowingBase Availability.  Notwithstanding anythingto the contrary contained in Section 3.3.2.4 of the Loan Agreement, the maximumBorrowing Base Availability attributable to Asset Class (ii), including models,determined on the basis of any Borrowing Base Certificate that is provided inaccordance with Section 3.4 and (a) is dated as of a date that is on

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or after March 31, 2007and (b) is dated as of a date that is on or before August 31, 2007 shall notexceed the lesser of (a) $105,000,000 or (b) 45% of the aggregate BorrowingBase Availability attributable to Asset Classes (i) and (ii) as shown on such BorrowingBase Certificate.  The maximum BorrowingBase Availability attributable to Asset Class (ii), including models,determined on the basis of any Borrowing Base Certificate that is dated as of adate that is after August 31, 2007, shall not exceed 30% of the aggregateBorrowing Base Availability attributable to Asset Classes (i) and (ii) as shownon such Borrowing Base Certificate. Lenders acknowledge and agree that Borrowers may, within five BusinessDays after the Effective Date, pursuant to Section 3.4 of the Agreement, submitto Agent an amended and restated Borrowing Base Certificate dated as of March31, 2007 providing information as of that date and reflecting the termsconditions and provisions of the Agreement (including without limitation thisAmendment) and that the Borrowing Base Availability as of March 31, 2007 shallbe determined on the basis of any such amended and restated Borrowing BaseCertificate and otherwise in accordance with the Agreement and this Amendment.

4.                                      DebtService Coverage Ratio.  Section8.1.2 of the Agreement is hereby deleted, as of the Effective Date, and thefollowing 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-** |
|--------------------------------------------------------------|------------|-----------------------------|
| March 31, 2007                                               |       | 1.30:1                      |
| June 30, 2007                                                |       | 0.50:1                      |
| September 30,  2007                                          |       | 1.50:1                      |
| December 31,  2007                                           |       | 1.50:1                      |
| March 31, 2008                                               |       | 1.65:1                      |
| 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                      |

 

5.                                      NetWorth. Section 8.2 of the Loan Agreement is hereby deleted, as of theEffective Date, and the following is inserted in its place:

8.2           ConsolidatedTangible Net Worth.  Guarantor shallmaintain a minimum Consolidated Tangible Net Worth that (i) on March 31, 2007,is at least $205,000,000 and (ii) at

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all times after March 31, 2007, is equal to an amountthat is not less than the sum of (a) $205,000,000, plus (b) an amount equal tofifty percent (50%) of the positive net income of Guarantor earned during eachFiscal Quarter that ends after March 31, 2007 plus (c) all of the net proceedsof equity securities issued by Guarantor or any of its subsidiaries after March31, 2007.

6.                                      Land.  Section 8.5.1 of the Agreement is herebydeleted, as of the Effective Date, and the following is inserted in its place:

8.5.1        On the last day of each Fiscal Quarterthat ends on or after March 31, 2007, (i) the aggregate book value of allApproved Land and Raw Land owned by Borrowers, Guarantor or any subsidiary of aBorrower or Guarantor shall not exceed thirty percent (30%) 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 the followingapplicable ratio:

| Fiscal Quarter Ending          | ** ** | **Applicable Ratio** |
|--------------------------------|------------|----------------------|
| March 31, 2007                 |       | 2.10:1               |
| June 30, 2007                  |       | 2.10:1               |
| September 30,  2007            |       | 1.65:1               |
| December 31,  2007             |       | 1.65:1               |
| March 31, 2008  and thereafter |       | 1.50:1               |

 

7.                                       FacilityAmendment Consideration.  Upon theeffectiveness of this Amendment, Borrowers shall pay to Agent, for the accountof each of those Lenders who has executed this Amendment, a facility amendmentfee as set forth in the Fee Letter dated May 7, 2007 from Agent toGuarantor.  Such facility amendment fee,once paid, shall not be refundable to Borrowers in any amount or for anyreason.

8.                                       NoDefense.  Each of the Borrowers andGuarantor hereby (i) ratifies and affirms their respective obligations andliabilities under the Loan Documents to which they are a party and (ii)represents to, and agrees with, Agent and Lenders that on the Effective Date ithas no defense, set-off or counterclaim to or against any of such liabilitiesor obligations.

9.                                       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.

10.                                 EntireAgreement.  The Agreement (as amendedby this Amendment) and the other Loan Documents contain the entire agreementand understanding among Borrowers, Guarantor, Lenders and Agent regarding theFacility.  All prior negotiations anddiscussions between or among any of the parties hereto regarding the Facilityand the terms and conditions thereof are superseded by the Agreement (asamended by this Amendment) and the other Loan Documents.

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**[Signatureson the following page]**

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**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]**

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| *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 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 Arizona Realty, LLC (f/k/a Orleans at King  Ranch, 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]**

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* *
| *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:                                                                  | GARRY HERDLER |   |
|                  | Garry Herdler                                                        |
|                  | Chief Financial Officer                                              |
|                  |                                                                 |
| *Guarantor:*          | Orleans Homebuilders, Inc., a Delaware corporation                   |
| * *              |                                                                 |
| * *              |                                                                 |
|                  | By:                                                                  | GARRY HERDLER |   |
|                  | Garry Herdler                                                        |
|                  | Chief Financial Officer                                              |
|                       |                                                                      |  |  |  |  |  |

 

 

 

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

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

 

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** **
|            | **LENDER SIGNATURE PAGE TO THIRD  AMENDMENT TO AMENDED AND  RESTATED REVOLVING CREDIT LOAN  AGREEMENT WITH GREENWOOD  FINANCIAL, INC. AS MASTER BORROWER,  DATED AS OF MAY 8, 2007:** |
|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** ** | ** **                                                                                                                                                                            |
| ** ** | ** **                                                                                                                                                                            |
|       | WACHOVIA BANK,                                                                                                                                                                        |
|       | NATIONAL ASSOCIATION                                                                                                                                                                  |
|       |                                                                                                                                                                                  |
|       |                                                                                                                                                                                  |
|       | By:                                                                                                                                                                                   | JEFFREY D. WALLACE |
|       | Jeffrey D. Wallace, Senior Vice President                                                                                                                                             |

 

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** **
|            | **LENDER SIGNATURE PAGE TO THIRD  AMENDMENT TO AMENDED AND  RESTATED REVOLVING CREDIT LOAN   AGREEMENT WITH GREENWOOD  FINANCIAL, INC. AS MASTER BORROWER,  DATED AS OF MAY 8, 2007:** |
|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** ** | ** **                                                                                                                                                                             |
| ** ** | ** **                                                                                                                                                                             |
| ** ** | ** **                                                                                                                                                                             |
|       | BANK OF AMERICA, N.A.                                                                                                                                                                  |
|       |                                                                                                                                                                                   |
|       |                                                                                                                                                                                   |
|       |                                                                                                                                                                                   |
|       | By:                                                                                                                                                                                    | Sean Finnegan |
|       |                                                                                                                                                                                   | Name: Sean Finnegan |
|       |                                                                                                                                                                                   | Title: Senior Vice President |

 

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|            | **LENDER SIGNATURE PAGE TO THIRD  AMENDMENT TO AMENDED AND  RESTATED REVOLVING CREDIT LOAN  AGREEMENT WITH GREENWOOD  FINANCIAL, INC. AS MASTER BORROWER,  DATED AS OF MAY 8, 2007:** |
|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** ** | ** **                                                                                                                                                                            | ** ** |
| ** ** | ** **                                                                                                                                                                            | ** ** |
| ** ** | ** **                                                                                                                                                                            | ** ** |
|       | SOVEREIGN BANK                                                                                                                                                                        |
|       |                                                                                                                                                                                  |   |   |   |
|       |                                                                                                                                                                                  |   |   |   |
|       |                                                                                                                                                                                  |   |   |   |
|       | By:                                                                                                                                                                                   | Ernest J. Kociban |
|       |                                                                                                                                                                                  | Name: Ernest J. Kociban |
|       |                                                                                                                                                                                  | Title: Senior Vice President |

 

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|            | **LENDER SIGNATURE PAGE TO THIRD  AMENDMENT TO AMENDED AND  RESTATED REVOLVING CREDIT LOAN  AGREEMENT WITH GREENWOOD  FINANCIAL, INC. AS MASTER BORROWER,  DATED AS OF MAY 8, 2007:** |                     |   |
|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------|--------|
| ** ** | ** **                                                                                                                                                                            |                     |   |
| ** ** | ** **                                                                                                                                                                            |                     |   |
| ** ** | ** **                                                                                                                                                                            |                     |   |
|       | MANUFACTURERS AND TRADERS TRUST  COMPANY                                                                                                                                              |                     |   |
|       |                                                                                                                                                                                  |                     |   |
|       |                                                                                                                                                                                  |                     |   |
|       |                                                                                                                                                                                  |                     |   |
|       | By:                                                                                                                                                                                   | Bernard T. Shields       |
|       |                                                                                                                                                                                  | Name: Bernard T. Shields |   |   |
|       |                                                                                                                                                                                  | Title: Vice President    |   |   |

 

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|            | **LENDER SIGNATURE PAGE TO THIRD  AMENDMENT TO AMENDED AND  RESTATED REVOLVING CREDIT LOAN  AGREEMENT WITH GREENWOOD  FINANCIAL, INC. AS MASTER BORROWER, DATED AS OF MAY 8, 2007:** |                  |   |
|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------|--------|
| ** ** | ** **                                                                                                                                                                           |                  |   |
| ** ** | ** **                                                                                                                                                                           |                  |   |
| ** ** | ** **                                                                                                                                                                           |                  |   |
|       | NATIONAL CITY BANK                                                                                                                                                                   |                  |   |   |
|       |                                                                                                                                                                                 |                  |   |   |
|       |                                                                                                                                                                                 |                  |   |   |
|       |                                                                                                                                                                                 |                  |   |   |
|       | By:                                                                                                                                                                                  | Brian Gallagher       |
|       |                                                                                                                                                                                 | Name: Brian Gallagher |   |   |
|       |                                                                                                                                                                                 | Title: Vice President |   |   |
|            |                                                                                                                                                                                      |                       |        |  |  |

 

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|            | **LENDER SIGNATURE PAGE TO THIRD  AMENDMENT TO AMENDED AND   RESTATED REVOLVING CREDIT LOAN   AGREEMENT WITH GREENWOOD  FINANCIAL, INC. AS MASTER BORROWER,  DATED AS OF MAY 8, 2007:** |
|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** ** | ** **                                                                                                                                                                              |
| ** ** | ** **                                                                                                                                                                              |
| ** ** | ** **                                                                                                                                                                              |
| ** ** | FIRSTRUST BANK                                                                                                                                                                          |
| ** ** |                                                                                                                                                                                    |
| ** ** |                                                                                                                                                                                    |
| ** ** |                                                                                                                                                                                    |
|       | By:                                                                                                                                                                                     | Gary S. Kinn |
|       |                                                                                                                                                                                    | Name: Gary S. Kinn |   |   |
|       |                                                                                                                                                                                    | Title: Vice President |   |   |

 

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|            | **LENDER SIGNATURE PAGE TO THIRD  AMENDMENT TO AMENDED AND  RESTATED REVOLVING CREDIT LOAN  AGREEMENT WITH GREENWOOD  FINANCIAL, INC. AS MASTER BORROWER,  DATED AS OF MAY 8, 2007:** |
|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** ** | ** **                                                                                                                                                                            |
| ** ** | ** **                                                                                                                                                                            |
| ** ** | ** **                                                                                                                                                                            |
|       | GUARANTY BANK                                                                                                                                                                         |   |   |
|       |                                                                                                                                                                                  |   |   |
|       |                                                                                                                                                                                  |   |   |
|       |                                                                                                                                                                                  |   |   |
|       | By:                                                                                                                                                                                   | Linda Garcia |
|       |                                                                                                                                                                                  | Name: Linda Garcia |   |   |
|       |                                                                                                                                                                                  | Title: Senior Vice President |   |   |

 

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|            | **LENDER SIGNATURE PAGE TO THIRD  AMENDMENT TO AMENDED AND  RESTATED REVOLVING CREDIT LOAN  AGREEMENT WITH GREENWOOD  FINANCIAL, INC. AS MASTER BORROWER,  DATED AS OF MAY ____, 2007:** |
|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** ** | ** **                                                                                                                                                                               |
| ** ** | ** **                                                                                                                                                                               |
| ** ** | ** **                                                                                                                                                                               |
|       | U.S. BANK NATIONAL ASSOCIATION                                                                                                                                                           |
|       |                                                                                                                                                                                     |
|       |                                                                                                                                                                                     |
|       | By:                                                                                                                                                                                      |   |
|       |                                                                                                                                                                                     | Name: |
|       |                                                                                                                                                                                     | Title: |

 

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|            | **LENDER SIGNATURE PAGE TO THIRD  AMENDMENT TO AMENDED AND  RESTATED REVOLVING CREDIT LOAN  AGREEMENT WITH GREENWOOD  FINANCIAL, INC. AS MASTER BORROWER,  DATED AS OF MAY 8, 2007:** |                         |   |
|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------|--------|
| ** ** | ** **                                                                                                                                                                            |                         |   |
| ** ** | ** **                                                                                                                                                                            |                         |   |
| ** ** | ** **                                                                                                                                                                            |                         |   |
|       | CITIZENS BANK OF PENNSYLVANIA                                                                                                                                                         |                         |   |
|       |                                                                                                                                                                                  |                         |   |
|       |                                                                                                                                                                                  |                         |   |
|       |                                                                                                                                                                                  |                         |   |
|       | By:                                                                                                                                                                                   | Michael J. DiSanto           |
|       |                                                                                                                                                                                  | Name: Michael J. DiSanto     |   |   |
|       |                                                                                                                                                                                  | Title: Senior Vice President |   |   |

 

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|            | **LENDER SIGNATURE PAGE TO THIRD  AMENDMENT TO AMENDED AND  RESTATED REVOLVING CREDIT LOAN  AGREEMENT WITH GREENWOOD   FINANCIAL, INC. AS MASTER BORROWER,  DATED AS OF MAY 8, 2007:** |
|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** ** |                                                                                                                                                                                   | ** ** |
| ** ** |                                                                                                                                                                                   | ** ** |
| ** ** |                                                                                                                                                                                   | ** ** |
|       | COMMERCE BANK, N.A.                                                                                                                                                                    |   |   |
|       |                                                                                                                                                                                   |   |   |   |
|       |                                                                                                                                                                                   |   |   |   |
|       |                                                                                                                                                                                   |   |   |   |
|       | By:                                                                                                                                                                                    | Joseph L. Rago |
|       |                                                                                                                                                                                   | Name: Joseph L. Rago |   |   |
|       |                                                                                                                                                                                   | Title: Vice President |   |   |

 

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|            | **LENDER SIGNATURE PAGE TO THIRD  AMENDMENT TO AMENDED AND  RESTATED REVOLVING CREDIT LOAN  AGREEMENT WITH GREENWOOD  FINANCIAL, INC. AS MASTER BORROWER,  DATED AS OF MAY ____, 2007:** |
|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** ** | ** **                                                                                                                                                                               |
| ** ** | ** **                                                                                                                                                                               |
| ** ** | ** **                                                                                                                                                                               |
|       | SUNTRUST BANK                                                                                                                                                                            |
|       |                                                                                                                                                                                     |
|       |                                                                                                                                                                                     |
|       |                                                                                                                                                                                     |
|       | By:                                                                                                                                                                                      |   |
|       |                                                                                                                                                                                     | Name: |
|       |                                                                                                                                                                                     | Title: |

 

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|            | **LENDER SIGNATURE PAGE TO THIRD  AMENDMENT TO AMENDED AND**

**RESTATED REVOLVING CREDIT LOAN  AGREEMENT WITH GREENWOOD  FINANCIAL, INC. AS MASTER BORROWER,  DATED AS OF MAY 8, 2007:** |
|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** ** | ** **                                                                                                                                                                                |
| ** ** | ** **                                                                                                                                                                                |
| ** ** | ** **                                                                                                                                                                                |
|       | REGIONS BANK, successor by merger to                                                                                                                                                      |
|       | Amsouth Bank                                                                                                                                                                              |
|       |                                                                                                                                                                                      |
|       |                                                                                                                                                                                      |
|       |                                                                                                                                                                                      |   |
|       | By:                                                                                                                                                                                       | Ronny Hudspeth |
|       |                                                                                                                                                                                      | Name: Ronny Hudspeth |
|       |                                                                                                                                                                                      | Title: Senior Vice President |

 

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|            | **LENDER SIGNATURE PAGE TO THIRD  AMENDMENT TO AMENDED AND  RESTATED REVOLVING CREDIT LOAN  AGREEMENT WITH GREENWOOD  FINANCIAL, INC. AS MASTER BORROWER,  DATED AS OF MAY ___, 2007:** |
|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** ** | ** **                                                                                                                                                                              |
| ** ** | ** **                                                                                                                                                                              |
| ** ** | ** **                                                                                                                                                                              |
|       | FRANKLIN BANK, SSB                                                                                                                                                                      |
|       |                                                                                                                                                                                    |
|       |                                                                                                                                                                                    |
|       | By:                                                                                                                                                                                     |   |
|       |                                                                                                                                                                                    | Name: |
|       |                                                                                                                                                                                    | Title: |

** **

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** **

** **
|            | **LENDER SIGNATURE PAGE TO THIRD  AMENDMENT TO AMENDED AND  RESTATED REVOLVING CREDIT LOAN  AGREEMENT WITH GREENWOOD  FINANCIAL, INC. AS MASTER BORROWER,  DATED AS OF MAY 8, 2007:** |                   |   |
|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------|--------|
| ** ** | ** **                                                                                                                                                                            |                   |   |
| ** ** | ** **                                                                                                                                                                            |                   |   |
| ** ** | ** **                                                                                                                                                                            |                   |   |
|       | COMERICA BANK                                                                                                                                                                         |
|       |                                                                                                                                                                                  |
|       |                                                                                                                                                                                  |
|       |                                                                                                                                                                                  |
|       | By:                                                                                                                                                                                   | Adam Sheets            |
|       |                                                                                                                                                                                  | Name: Adam Sheets      |   |   |
|       |                                                                                                                                                                                  | Title: Account Officer |   |   |

 

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|            | **LENDER SIGNATURE PAGE TO THIRD  AMENDMENT TO AMENDED AND  RESTATED REVOLVING CREDIT LOAN  AGREEMENT WITH GREENWOOD  FINANCIAL, INC. AS MASTER BORROWER,  DATED AS OF MAY 8, 2007:** |
|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** ** | ** **                                                                                                                                                                            |
| ** ** | ** **                                                                                                                                                                            |
| ** ** | ** **                                                                                                                                                                            |
|       | COMPASS BANK, an Alabama Banking Corporation                                                                                                                                          |
|       |                                                                                                                                                                                  |
|       |                                                                                                                                                                                  |
|       |                                                                                                                                                                                  |
|       | By:                                                                                                                                                                                   | Johana Duke Paley |
|       |                                                                                                                                                                                  | Name: Johana Duke Paley |
|       |                                                                                                                                                                                  | Title: Senior Vice President |

 

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|            | **LENDER SIGNATURE PAGE TO THIRD  AMENDMENT TO AMENDED AND  RESTATED REVOLVING CREDIT LOAN  AGREEMENT WITH GREENWOOD  FINANCIAL, INC. AS MASTER BORROWER,  DATED AS OF MAY ____, 2007:** |
|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** ** | ** **                                                                                                                                                                               |
| ** ** | ** **                                                                                                                                                                               |
| ** ** | ** **                                                                                                                                                                               |
|       | JPMORGAN CHASE BANK, N.A.                                                                                                                                                                |
|       |                                                                                                                                                                                     |
|       |                                                                                                                                                                                     |
|       |                                                                                                                                                                                     |
|       | By:                                                                                                                                                                                      |   |
|       |                                                                                                                                                                                     | Name: |
|       |                                                                                                                                                                                     | Title: |

** **

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** **
|            | **LENDER SIGNATURE PAGE TO THIRD  AMENDMENT TO AMENDED AND  ESTATED REVOLVING CREDIT LOAN  AGREEMENT WITH GREENWOOD  FINANCIAL, INC. AS MASTER BORROWER,  DATED AS OF MAY 8, 2007:** |
|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** ** | ** **                                                                                                                                                                           |
| ** ** | ** **                                                                                                                                                                           |
| ** ** | ** **                                                                                                                                                                           |
|       | LaSALLE BANK, N.A.                                                                                                                                                                   |
|       |                                                                                                                                                                                 |
|       |                                                                                                                                                                                 |
|       |                                                                                                                                                                                 |
|       | By:                                                                                                                                                                                  | Natalie Savitski |
|       |                                                                                                                                                                                 | Name: Natalie Savitski |
|       |                                                                                                                                                                                 | Title: Vice President |

 

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|            | **LENDER SIGNATURE PAGE TO THIRD  AMENDMENT TO AMENDED AND  RESTATED REVOLVING CREDIT LOAN  AGREEMENT WITH GREENWOOD  FINANCIAL, INC. AS MASTER BORROWER,  DATED AS OF MAY 8, 2007:** |
|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** ** | ** **                                                                                                                                                                            |
| ** ** | ** **                                                                                                                                                                            |
| ** ** | ** **                                                                                                                                                                            |
|       | DEUTSCHE BANK TRUST COMPANY AMERICAS                                                                                                                                                  |
|       |                                                                                                                                                                                  |
|       |                                                                                                                                                                                  |
|       |                                                                                                                                                                                  |
|       | By:                                                                                                                                                                                   | David J. Bell |
|       |                                                                                                                                                                                  | Name: David J. Bell |
|       |                                                                                                                                                                                  | Title:  Managing  Director |
|       |                                                                                                                                                                                  |   |
|       |                                                                                                                                                                                  |   |
|       | By:                                                                                                                                                                                   | Robert M. Wood, Jr. |
|       |                                                                                                                                                                                  | Name: Robert M. Wood, Jr. |
|       |                                                                                                                                                                                  | Title:  Director |

 

 

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**Schedule 1.1A  — 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 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) |

 

**(Scheduleof Borrowers continued on the following page)**

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|                    | Orleans at Westampton Woods, LLC                                     |
|-------------------------|----------------------------------------------------------------------|
|                    | Orleans at Woolwich, LLC                                             |
|                    | Orleans Arizona Realty, LLC (f/k/a Orleans at King  Ranch, LLC)      |
|                    | Orleans DK, LLC                                                      |
|                    | Parker Lancaster, Tidewater, LLC                                     |
|                    | Wheatley Meadows Associates, LLC                                     |
|                    |                                                                 |
| *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                                                     |

 

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