EXHIBIT 10.1


 


FIFTH AMENDMENT TO AMENDED AND RESTATED


REVOLVING CREDIT LOAN AGREEMENT


 


GREENWOOD FINANCIAL, INC.,


A DELAWARE CORPORATION,


AND CERTAIN AFFILIATES


Borrowers


 


ORLEANS HOMEBUILDERS, INC.,


A DELAWARE CORPORATION


Guarantor


 


WACHOVIA BANK, NATIONAL ASSOCIATION


Administrative Agent


 


WACHOVIA CAPITAL MARKETS, LLC


Lead Arranger


 


BANK OF AMERICA, N.A.


Syndication Agent


SOVEREIGN BANK


Documentation Agent


MANUFACTURERS AND TRADERS TRUST COMPANY


Documentation Agent


NATIONAL CITY BANK


Documentation Agent


WACHOVIA BANK, NATIONAL ASSOCIATION


FIRSTRUST BANK


GUARANTY BANK


CITIZENS BANK OF PENNSYLVANIA


COMMERCE BANK, N.A.


SUNTRUST BANK


REGIONS BANK


FRANKLIN BANK, SSB


COMERICA BANK


COMPASS BANK, an Alabama Banking Corporation


JPMORGAN CHASE BANK, N.A.


LASALLE BANK NATIONAL ASSOCIATION


DEUTSCHE BANK TRUST COMPANY AMERICAS


Lenders


 


Executed: as of December 21, 2007


 

















 


FIFTH AMENDMENT TO AMENDED AND RESTATED


REVOLVING CREDIT LOAN AGREEMENT


 


This Fifth Amendment to Amended and Restated
Revolving Credit Loan Agreement (this “Amendment”), executed as of December 21,
2007, but effective as of the Effective Date, by and among GREENWOOD FINANCIAL,
INC., a Delaware corporation (“Master Borrower”), each of the other entities
identified on Schedule 1.1A that is attached hereto as “Borrowers,” ORLEANS
HOMEBUILDERS, INC., as Delaware corporation as guarantor (“Guarantor”), the
Lenders who are a party hereto, and WACHOVIA BANK, NATIONAL ASSOCIATION, as
Agent for the Lenders (“Agent”).


 


BACKGROUND


 


A.            Master
Borrower, Agent, the Lenders, Guarantor and the Borrowers are parties to an
Amended and Restated Revolving Credit Loan Agreement dated as of January 24,
2006, and amended by a First Amendment to Amended and Restated Revolving Credit
Loan Agreement dated as of November 1, 2006, a Second Amendment to Amended
and Restated Revolving Credit Loan Agreement executed as of February 7,
2007, a Third Amendment to Amended and Restated Revolving Credit Loan Agreement
executed as of May 8, 2007, and a Fourth Amendment to Amended and Restated
Revolving Credit Loan Agreement executed as of September 6, 2007 (as so
amended, the “Agreement”).  All
capitalized terms used but not specifically defined herein have the meanings
defined in the Agreement.


 


B.            The
parties hereto desire to modify and amend the Agreement in the manner set forth
in this Amendment.


 


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


 


1.             Effect of this
Amendment.  This Amendment shall
become effective (but as of the Effective Date) only upon the execution of this
Amendment by the Borrowers, Guarantor, Agent and Requisite Lenders.


 


2.             Definitions.


 


2.1           The
following terms defined in this Section 2 of this Amendment shall replace,
as of the Effective Date, the definitions of such terms that were contained in Section 1.1
of the Agreement:


 


“Applicable
Spread” means the rate per annum determined from time to time in accordance
with the following:


 


	
  (i)

  	
  If the relevant Leverage Ratio is:

  	
   

  	
  the Applicable Spread shall be:

  
	
   

  	
  Not greater than 2.00:1

  	
   

  	
  2.500% (250.0 “basis points”)

  
	
   

  	
  Greater than 2.00:1 and not greater than 2.50:1

  	
   

  	
  2.625% (262.5 “basis points”)

  
	
   

  	
  Greater than 2.50:1 and not greater than 3.00:1

  	
   

  	
  2.750% (275.0 “basis points”)

  



 

















 


	
  Greater than 3.00:1 and not greater than 3.25:1

  	
   

  	
  3.000% (300.0 “basis points”)

  
	
  Greater than 3.25:1 and not greater than 3.50:1

  	
   

  	
  3.500% (350.0 “basis points”)

  
	
  Greater than 3.50:1

  	
   

  	
  4.000% (400.0 “basis points”)

  



 


(ii)           The Applicable
Spread shall be adjusted quarterly as provided in Section 2.4.2.


 


“Borrower” means, individually and at any
time, Master Borrower, each Person identified on Schedule 1.1A and each Eligible Affiliate which has
theretofore qualified as a “Borrower” pursuant to Section 2.1.1.3, together with any Person that is a successor to all or substantially
all of the assets and liabilities of any Person that immediately prior to such
succession was a Borrower (including, in particular, any liabilities of such
Person arising out of this Agreement or any other Loan Document) and which
succession was a result of any merger, consolidation, conversion or other
reorganization undertaken pursuant to an Internal Reorganization;
provided that if any entity that is a successor to any Borrower(s) as a
result of an Internal Reorganization was not previously a Borrower, such entity
shall promptly execute and deliver to Agent and the Lenders such documents as
are required to be executed and delivered by new Borrowers by Section 2.1.1.3.


 


“Debt Service” means, with respect to a
Relevant Accounting Period, (i) interest paid (whether expensed or
capitalized) as reported on Guarantor’s Financial Statements (but excluding
interest attributable under GAAP to any Option Agreement) plus (ii) required
principal payments on any Debt (excluding (a) with, respect to any
permitted purchase money mortgage debt, release prices paid upon the conveyance
of any Unit, (b) principal payments of Loans, Swing Line Loans and Letter
of Credit Advances, and (c) any payments made pursuant to any Option
Agreement) plus (iii) mandatory preferred stock dividends minus
(iv) interest income.


 


“Leverage Ratio” means, at any time, the
ratio of Guarantor’s Consolidated Total Indebtedness to Guarantor’s Consolidated
Adjusted Tangible Net Worth; provided, however, that only for purposes of
determining Guarantor’s Leverage Ratio, the amount of Guarantor’s Consolidated
Total Indebtedness as of any date shall be reduced by (i) the amount by
which (a) the average of the aggregate month-end unrestricted cash, restricted cash due from
title companies and Cash Equivalents balances of Borrowers and
Guarantor, each on a consolidated basis, during the Fiscal Quarter then-ended
exceeds (b) $20,000,000, and (ii) the amount of any Permitted Debt
that is attributable to any Option Agreement.


 


2.2           The
following definitions are hereby added to Section 1.1 of the Agreement:


 


“Inventory Impairments” means the “after-tax” (with the after-tax
effect determined in accordance with GAAP) dollar amount of any impairment
charges, write-downs, asset write-offs, abandonment charges and deposit
forfeitures or write-offs of other pre-acquisition costs and similar amounts
and the amortization of intangibles arising pursuant to GAAP, and other similar
accruals or expenses, in each case recorded or accrued to or against any asset
(including without limitation owned or controlled Land, Units, works in
progress, option contracts and/or other similar items) as of a date that is
after November 30, 2007 and before April 1, 2008.


 


2

















 


“Land Sales Impairments” means the “after tax” (with the after-tax
effect determined in accordance with GAAP) dollar amount of losses (including
without limitation any loss on sale), impairment charges, write-downs, asset
write-offs and other similar impairments, accruals or expenses that are
attributable to the settlement of the sale of any Land and/or Units and that
are accrued or recorded as of a date that is after November 30, 2007 and
on or before March 31, 2008.


 


“Option Agreement” means an agreement of sale or purchase, option
agreement, or any similar agreement executed by a Borrower or Guarantor, or a
subsidiary of either, whereby such entity has the right to purchase Land or
Units previously owned by a Borrower, Guarantor or a wholly-owned subsidiary of
either, or portions thereof (except any such agreement giving rise to any
liability recorded or reflected (or which would typically be recorded or
reflected) on Guarantor’s balance sheet pursuant to GAAP as “Inventory not
owned - Variable Interest Entities”); and provided further that any such
agreement shall be deemed to be an “Option Agreement” only if Agent determines,
in its sole discretion, that, in the event of any default by such entity under
such agreement such entity shall have no material financial obligations and no
material liability as a consequence of such entity’s default thereunder (other
than the termination of such agreement and/or forfeiture of any deposit made or
other amounts paid in connection with such agreement).


 


2.3           The
following is added as the last sentence of the definition of “Consolidated
Total Indebtedness” and “Debt”:  “Notwithstanding
anything to the contrary in this definition of Consolidated Total Indebtedness
and Debt, Consolidated Total Indebtedness and Debt shall not include (i) the
amount of any Permitted Debt that is attributable to any Option Agreement, or (ii) any
obligation arising out of the sale and/or sale and leaseback of any model
Units, provided that (a) each such transaction (or series of transactions)
with any purchaser or group of affiliated purchasers shall be with respect to
five (5) or fewer model Units in the aggregate, (b) Agent determines,
in its sole discretion, that if the Borrower, Guarantor or any wholly-owned
subsidiary of either that is party to such transaction defaults thereunder,
such entity shall have no material financial obligation and no material
liability as a consequence of such default, other than the termination of the
transaction, and (c) the maximum aggregate amount that may at any time be
excluded from Consolidated Total Indebtedness and Debt pursuant to this clause (ii) shall
not exceed $10,000,000.


 


2.4           The
following are added as Clauses (vii) and (viii) of the definition of “Permitted
Debt”:


 


(vii)         Debt
for GAAP purposes attributable to Option Agreements, but only to the extent
that the original notional principal amount of such Debt does not exceed
$35,000,000.


 


(viii)        Any
Debt arising out of any loan from one Borrower to another Borrower or Guarantor
or any loan from Guarantor to any Borrower.


 


2.5           Upon
the execution of this Amendment by Borrowers, Guarantor, Agent and Requisite
Lenders, this Amendment shall become effective as of December 1, 2007 (the
“Effective Date”), except that the
Applicable Spread shall be re-calculated and adjusted on and as of December 21,
2007, based upon the Covenant Compliance Certificate dated as of 


 


3

















 


September 30,
2007, that was previously delivered to Agent (and without adjustment to such
Covenant Compliance Certificate on the basis of this Amendment).


 


3.             Borrowing Base
Availability.  Notwithstanding
anything to the contrary contained in Section 3.3.2.4 of the Agreement:


 


3.1           The
maximum Borrowing Base Availability attributable to Asset Class (ii),
including models, determined on the basis of any Borrowing Base Certificate
that is provided in accordance with Section 3.4 shall not exceed (a) 45%
of the aggregate Borrowing Base Availability attributable to Asset Classes (i) and
(ii) (including model Units) as shown on any such Borrowing Base
Certificate dated as of a date that is after November 30, 2007 and is
before May 31, 2008; (b) 40% of the aggregate Borrowing Base
Availability attributable to Asset Classes (i) and (ii) (including
model Units) as shown on any Borrowing Base Certificate dated as of a date that
is on or after May 31, 2008 and before August 31, 2008, and (c) 37.5%
of the aggregate Borrowing Base Availability attributable to Asset Classes (i) and
(ii) (including model Units) as shown on any Borrowing Base Certificate
that is dated as of a date that is on or after August 31, 2008.


 


3.2           The
maximum percentage of Borrowing Base Availability attributable to Asset Classes
(iii), (iv) and (v), based on Borrowing Base Certificates dated as of a
date that is before August 31, 2008, shall (a) be increased to 56%
if, as of the date of the relevant Borrowing Base Certificate, the aggregate
gross proceeds received from the disposition by Borrowers of model Units, which
dispositions were recorded by Borrowers and “closed” after October 31,
2007, are at least $10,000,000; and (b) shall be increased to 57% if, as
of the date of the relevant Borrowing Base Certificate, such aggregate gross
sales proceeds are at least $20,000,000.


 


4.             Financial
Covenants.  Article VIII of the
Agreement is hereby deleted, as of the Effective Date, and the following is
inserted in its place:


 


ARTICLE
VIII. FINANCIAL COVENANTS


 


So long as the Obligations shall remain
unpaid or Lenders have any obligation to make Loans or issue Letters of Credit
hereunder, Borrowers shall comply with the following covenants.  For purposes of all calculations made for purposes
of determining compliance with the financial covenants contained in this Article VIII
and the interpretation of any defined terms used in this Article VIII,
assets and liabilities associated with (i) any Option Agreement or (ii) option
or land bank arrangements of any Borrower or Affiliate of Guarantor that are
required to be included in the balance sheet of Guarantor, solely due to
Interpretation Number 46, as issued by the Financial Accounting Standards Board
in January 2003 (as revised), shall not be included within the calculation
performed to determine compliance with the covenants contained in Sections 8.1,
8.2, 8.3, 8.4, 8.5, 8.7 or 8.8 hereof. 
Compliance with the covenants contained in this Article VIII shall,
as appropriate, be determined on the combined Financial Statements of Guarantor
(which shall include all Borrowers, Guarantor and all consolidated subsidiaries
of any Borrower or Guarantor).


 


8.1           Debt
Service Coverage Ratio.  There shall
be no required Debt Service Coverage Ratio as of the last day of the Fiscal
Quarters ended December 31, 2007, or March 31, 


 


4

















 


2008.  As of the last day of each of the following
Fiscal Quarters the Debt Service Coverage Ratio shall be greater than or equal
to the following applicable ratios:


 


	
  Fiscal Quarters Ended

  	
   

  	
  Minimum Required Ratio

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  June 30, 2008

  	
   

  	
  0.20:1

  	
   

  
	
  September 30, 2008

  	
   

  	
  0.50:1

  	
   

  
	
  December 31, 2008

  	
   

  	
  0.65:1

  	
   

  
	
  March 31, 2009

  	
   

  	
  0.65:1

  	
   

  
	
  June 30, 2009

  	
   

  	
  0.65:1

  	
   

  
	
  September 30, 2009

  	
   

  	
  1.00:1

  	
   

  



 


8.2           Consolidated
Tangible Net Worth.


 


8.2.1        Subject
to the provisions of Section 8.2.2, Guarantor shall maintain a minimum
Consolidated Tangible Net Worth that is equal to an amount that is not less
than (i) $192,000,000, plus (ii) an amount equal to fifty percent
(50%) of the positive net income of Guarantor earned during each Fiscal Quarter
that ends after June 30, 2007 plus (iii) all of the net proceeds of
equity securities issued by Guarantor or any of its subsidiaries after June 30,
2007.


 


8.2.2        The
minimum Consolidated Tangible Net Worth required of Guarantor at any time
pursuant to Section 8.2.1 shall be reduced by the aggregate of (i) Inventory
Impairments, up to a maximum aggregate amount of $35,000,000 and (ii) Land
Sales Impairments, up to a maximum aggregate amount of $50,000,000, of which a
maximum aggregate amount of not more than $15,000,000 may be attributable to
Land Sales Impairments accrued or recorded as of a date that is after December 31,
2007 and on or before March 31, 2008.


 


8.2.3 
Notwithstanding anything to the contrary set forth in Section 8.2.1
or 8.2.2, Guarantor must at all times maintain Consolidated Tangible Net Worth
of at least $130,000,000.


 


8.3           Leverage.


 


8.3.1        As of the last day of each Fiscal
Quarter that ends on or after December 31, 2007, Guarantor’s Leverage Ratio
shall not exceed 4.00:1.


 


8.3.2        As of the last day of each Fiscal
Quarter that ends on or after December 31, 2007, Guarantor’s Leverage
Ratio, adjusted to exclude the effect of Inventory Impairments and Land Sales
Impairments, shall not exceed 3.00:1.


 


8.4           Investments
in Joint Ventures.  The aggregate
value of Guarantor’s and Borrowers’ investments in Joint Ventures or in any
other entity that is not directly or indirectly wholly-owned by Guarantor shall
at no time exceed fifteen (15%) percent of Guarantor’s Consolidated Adjusted
Tangible Net Worth.


 


5

















 


8.5           Ownership
of Land.


 


On the last
day of each Fiscal Quarter that ends on or after June 30, 2007, (i) the
aggregate book value of all Approved Land and Raw Land owned by Borrowers,
Guarantor or any subsidiary of a Borrower or Guarantor shall not exceed twenty
five percent (25%) of Guarantor’s Consolidated Adjusted Tangible Net Worth 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 to a Qualifying
Agreement of Sale and on which no Unit has been constructed or is being
constructed to (b) Guarantor’s Consolidated Adjusted Tangible Net Worth
shall not exceed the following applicable ratio:


 


	
  Fiscal Quarter Ending

  	
   

  	
  Applicable Ratio

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  June 30, 2007

  	
   

  	
  2.10:1

  	
   

  
	
  September 30, 2007

  	
   

  	
  2.00:1

  	
   

  
	
  December 31, 2007

  	
   

  	
  2.00:1

  	
   

  
	
  March 31, 2008

  	
   

  	
  2.00:1

  	
   

  
	
  June 30, 2008

  	
   

  	
  1.85:1

  	
   

  
	
  September 30, 2008

  	
   

  	
  1.85:1

  	
   

  
	
  December 31, 2008

  	
   

  	
  1.85:1

  	
   

  
	
  March 31, 2009 and thereafter

  	
   

  	
  1.75:1

  	
   

  



 


8.6           Units
in Inventory.  At no time shall the
aggregate number of Units (whether completed or under construction) owned by
Borrowers, Guarantor or any subsidiary of Guarantor and not subject to a Qualifying
Agreement of Sale exceed forty percent (40%) of the total number of Units sold
and settled by Borrowers, Guarantor and all subsidiaries of Guarantor during
the immediately preceding four (4) Fiscal Quarters.


 


8.7           Cash
Flow From Operations.  If as of the
last day of any Fiscal Quarter that ends on or after December 31, 2007,
the Debt Service Coverage Ratio is less than 1.25:1, the Cash Flow Coverage
Ratio as of such day shall be greater than or equal to 1.50:1; provided,
however, that if such Cash Flow Coverage Ratio is less than 1.50:1, such shall
not be deemed to be a breach of the covenant contained in this Section 8.7
if (a) such Cash Flow Coverage Ratio is at least 1.00:1 and (b) the
Cash Flow Coverage Ratio as of the last day of each of the three (3) immediately
preceding Fiscal Quarters ending on or after December 31, 2007 was at
least 1.50:1; provided further, however, that if the Cash Flow Coverage
Ratio as of the last day of a Fiscal Quarter ending on December 31, 2007, March 31,
2008, or June 30, 2008 is greater than 1.00:1 but less than 1.50:1 and the
covenant contained in the preceding clause (b) is not satisfied, such
shall not be a default hereunder unless the Cash Flow Coverage Ratio as of the
last day of any of the other of the Fiscal Quarters ending on December 31,
2007, March 31, 2008, June 30, 2008, and September 30, 2008 also
is less than 1.50:1.


 


8.8           Liquidity.  Each Borrowing Base Certificate delivered to
Agent as of a date after November 30, 2007, shall include a statement of
the then-current aggregate amounts Borrowers’ and Guarantor’s cash (including
without limitation restricted cash due from title companies) and Cash
Equivalents, each on a consolidated basis, as of the reporting date.  The 


 


6

















 


aggregate of
Borrowers’ and Guarantor’s cash and Cash Equivalents, each on a consolidated
basis, as of the reporting date of each Borrowing Base Certificate dated as of
a date before August 31, 2008 shall not be less than $10,000,000, and shall
be not less than $15,000,000 thereafter. 
The Liquidity as of the reporting date of each Borrowing Base
Certificate dated as of a date before August 31, 2008 shall not be less
than $15,000,000, and shall be not less than $20,000,000 thereafter.


 


8.9           Reports
Regarding Financial Covenants. 
Within fifty (50) days following the end of each of the first three
Fiscal Quarters of each fiscal year, and within eighty (80) days after the end
of each fourth Fiscal Quarter of each fiscal year (or within five (5) Business
Days after Guarantor files its Annual Report on Form 10-K for such Fiscal
Year, if earlier), Borrowers shall submit to Agent a Covenant Compliance
Certificate, in the form attached hereto as Exhibit 8.7 and executed by
the chief financial officer of Guarantor, confirming that the Borrower is in
compliance with the financial covenants of this Article VIII as of the
dates provided herein for compliance.


 


5.             Internal
Reorganization.


 


5.1           Section 6.5 of the Loan Agreement is
hereby deleted and the following inserted in its place:  “Each Borrower (except for a Borrower that
ceases to maintain its existence solely as a result of an Internal
Reorganization) shall, and shall cause Guarantor to, preserve and maintain its
existence and good standing in the jurisdiction of its formation, and qualify
and remain qualified as a foreign entity in each jurisdiction in which such
qualification is required.


 


5.2           Section 7.3.1 of the Loan Agreement
is hereby amended to provide that an Internal Reorganization shall not be
subject to the provisions thereof.  For
purposes of the Agreement, “Internal Reorganization” means (i) any
reorganization (a) between or among any Borrower or Borrowers and Guarantor or
(b) between or among any Borrower and one or more other Borrowers or (c) any
combination thereof, by way of liquidations, mergers, consolidations,
conveyances, assignments, sales, transfers and other dispositions of all or
substantially all of the assets of a Borrower (whether in one transaction or in
a series of transactions) or (b) any conversion from one form of entity to
another (e.g., conversion from a corporation to a limited liability company);
provided that (a) the Guarantor shall preserve and maintain its status as a
validly existing corporation, and (b) all assets, liabilities, obligations and
guarantees of any Borrower party to such reorganization will continue to be
held by such Borrower or be assumed by another Borrower or Guarantor.


 


5.3           Section 7.3.2
of the Loan Agreement is hereby deleted and the following inserted in its
place:  “Sell, assign, lease or otherwise
dispose of (whether in one transaction or in a series of transactions) all or
substantially all of its assets (whether now owned or hereafter acquired) to
any Person or permit Guarantor to do any of the foregoing, except (a) for (i) the
sale or other disposition of Land, Lots and/or Units in the ordinary course of
business; (2) the sale or other disposition of assets no longer used or
useful in the conduct of its business; and (3) the sale and/or sale and
leaseback of model Units; and (b) sales, leases, assignments or other
dispositions made solely pursuant to an Internal Reorganization.


 


7

















 


5.4           Section 9.4 of the Loan Agreement is
hereby deleted and the following inserted in its place:  “The dissolution or reorganization of
Borrower, other than a dissolution or reorganization of a Borrower solely as a
result of an Internal Reorganization.”


 


6.             No Defense.  Each of the Borrowers and Guarantor hereby
(i) ratifies and affirms their respective obligations and liabilities 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 it has no defense, set-off
or counterclaim to or against any of such liabilities or obligations.


 


7.             Counterparts.  This Amendment may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and shall be binding
upon all parties, their successors and assigns, and all of which taken together
shall constitute one and the same agreement.


 


8.             Entire
Agreement.  The
Agreement (as amended by this Amendment) and the other Loan Documents contain
the entire agreement and understanding among Borrowers, Guarantor, Lenders and
Agent regarding the Facility.  All prior
negotiations and discussions between or among any of the parties hereto
regarding the Facility and the terms and conditions thereof are superseded by
the Agreement (as amended by this Amendment) and the other Loan Documents.


 


IN WITNESS WHEREOF,
the parties hereto have executed this Agreement under seal the day and year set
forth above.


 


	
  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]


 


8

















 


	
  Limited Liability Company

  	
   

  
	
  Borrowers:

  	
   

  
	
   

  	
  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]


 


9

















 


	
  Limited Partnership

  	
   

  
	
  Borrowers:

  	
   

  
	
   

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

  
	
   

  	
  Orleans at Falls, LP

  
	
   

  	
  Orleans at Limerick, LP

  
	
   

  	
  Orleans at Lower Salford, LP

  
	
   

  	
  Orleans at Thornbury, 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 P. HERDLER

  	
   

  
	
   

  	
   

  	
   

  	
  Garry P. Herdler, Executive

  
	
   

  	
   

  	
   

  	
  Vice President &

  
	
   

  	
   

  	
   

  	
  Chief Financial Officer

  
	
   

  	
   

  
	
  Guarantor:

  	
  Orleans Homebuilders, Inc., a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  GARRY P. HERDLER

  	
   

  
	
   

  	
   

  	
  Garry P. Herdler, Executive

  
	
   

  	
   

  	
  Vice President &

  
	
   

  	
   

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
  Agent:

  	
  Wachovia Bank, National Association

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  JEFFREY D. WALLACE

  	
   

  
	
   

  	
   

  	
  Jeffrey D. Wallace

  
	
   

  	
   

  	
  Senior Vice President

  
														



 


10

















 


	
   

  	
  LENDER SIGNATURE PAGE TO FIFTH AMENDMENT TO AMENDED AND RESTATED
  REVOLVING CREDIT LOAN AGREEMENT WITH GREENWOOD FINANCIAL, INC. AS MASTER
  BORROWER, DATED AS OF DECEMBER 21, 2007:

  



 


 


	
   

  	
  WACHOVIA BANK,

  
	
   

  	
  NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  JEFFREY D. WALLACE

  	
   

  
	
   

  	
   

  	
  Jeffrey D. Wallace, Senior Vice President

  



 


11

















 


	
   

  	
  LENDER SIGNATURE PAGE TO FIFTH AMENDMENT TO AMENDED AND RESTATED
  REVOLVING CREDIT LOAN AGREEMENT WITH GREENWOOD FINANCIAL, INC. AS MASTER
  BORROWER, DATED AS OF DECEMBER 21, 2007:

  



 


 


	
   

  	
  BANK OF AMERICA, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  SEAN FINNEGAN

  	
   

  
	
   

  	
   

  	
  Name: Sean Finnegan

  
	
   

  	
   

  	
  Title:   Sr. Vice President

  



 


12

















 


	
   

  	
  LENDER SIGNATURE PAGE TO FIFTH AMENDMENT TO AMENDED AND RESTATED
  REVOLVING CREDIT LOAN AGREEMENT WITH GREENWOOD FINANCIAL, INC. AS MASTER
  BORROWER, DATED AS OF DECEMBER 21, 2007:

  



 


 


	
   

  	
  SOVEREIGN BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  ERNEST J. KOCIBAN

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Ernest J. Kociban

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice-President

  
					



 


13

















 


	
   

  	
  LENDER SIGNATURE PAGE TO FIFTH AMENDMENT TO
  AMENDED AND RESTATED REVOLVING CREDIT LOAN AGREEMENT WITH GREENWOOD
  FINANCIAL, INC. AS MASTER BORROWER, DATED AS OF DECEMBER 21, 2007:

  



 


 


	
   

  	
  MANUFACTURERS AND TRADERS TRUST COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  BERNARD T. SHIELDS

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Bernard T. Shields

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
					



 


14
















 


	
   

  	
  LENDER SIGNATURE PAGE TO FIFTH AMENDMENT TO
  AMENDED AND RESTATED REVOLVING CREDIT LOAN AGREEMENT WITH GREENWOOD
  FINANCIAL, INC. AS MASTER BORROWER, DATED AS OF DECEMBER
          , 2007:

  



 


 


	
   

  	
  NATIONAL CITY BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  



 


15

















 


	
   

  	
  LENDER
  SIGNATURE PAGE TO FIFTH AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT
  LOAN AGREEMENT WITH GREENWOOD FINANCIAL, INC. AS MASTER BORROWER, DATED AS OF
  DECEMBER 21, 2007:

  



 


 


	
   

  	
  FIRSTRUST BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  GARY S. KINN

  	
   

  
	
   

  	
   

  	
  Name: Gary S. Kinn

  
	
   

  	
   

  	
  Title:   Senior Vice President

  



 


16

















 


	
   

  	
  LENDER
  SIGNATURE PAGE TO FIFTH AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT
  LOAN AGREEMENT WITH GREENWOOD FINANCIAL, INC. AS MASTER BORROWER, DATED AS OF
  DECEMBER 21, 2007:

  



 


 


	
   

  	
  GUARANTY BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  LINDA GARCIA

  	
   

  
	
   

  	
   

  	
  Name: Linda Garcia

  
	
   

  	
   

  	
  Title:   SVP

  



 


17

















 


	
   

  	
  LENDER
  SIGNATURE PAGE TO FIFTH AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT
  LOAN AGREEMENT WITH GREENWOOD FINANCIAL, INC. AS MASTER BORROWER, DATED AS OF
  DECEMBER 21, 2007:

  



 


 


	
   

  	
  CITIZENS BANK OF PENNSYLVANIA

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  BRUCE G. SHEARER

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Bruce G. Shearer

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
					



 


18

















 


	
   

  	
  LENDER
  SIGNATURE PAGE TO FIFTH AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT
  LOAN AGREEMENT WITH GREENWOOD FINANCIAL, INC. AS MASTER BORROWER, DATED AS OF
  DECEMBER 21, 2007:

  



 


 


	
   

  	
  COMMERCE BANK, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  JOSEPH L. RAGO

  	
   

  
	
   

  	
   

  	
  Name: Joseph L. Rago

  
	
   

  	
   

  	
  Title: 
  Vice President

  



 


19

















 


	
   

  	
  LENDER
  SIGNATURE PAGE TO FIFTH AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT
  LOAN AGREEMENT WITH GREENWOOD FINANCIAL, INC. AS MASTER BORROWER, DATED AS OF
  DECEMBER         , 2007:

  



 


 


	
   

  	
  SUNTRUST BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


20

















 


	
   

  	
  LENDER
  SIGNATURE PAGE TO FIFTH AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT
  LOAN AGREEMENT WITH GREENWOOD FINANCIAL, INC. AS MASTER BORROWER, DATED AS OF
  DECEMBER 21, 2007:

  



 


 


	
   

  	
  REGIONS BANK, successor by merger to

  
	
   

  	
  Amsouth Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  DANIEL McCLURKIN

  	
   

  
	
   

  	
   

  	
  Name: Daniel McClurkin

  
	
   

  	
   

  	
  Title:   Assistant Vice President

  



 


21

















 


	
   

  	
  LENDER
  SIGNATURE PAGE TO FIFTH AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT
  LOAN AGREEMENT WITH GREENWOOD FINANCIAL, INC. AS MASTER BORROWER, DATED AS OF
  DECEMBER         , 2007:

  



 


 


	
   

  	
  FRANKLIN BANK, SSB

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Virgil J. Haplea, Senior Vice President

  



 


22

















 


	
   

  	
  LENDER
  SIGNATURE PAGE TO FIFTH AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT
  LOAN AGREEMENT WITH GREENWOOD FINANCIAL, INC. AS MASTER BORROWER, DATED AS OF
  DECEMBER 21, 2007:

  



 


 


	
   

  	
  COMERICA BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  ADAM SHEETS

  	
   

  
	
   

  	
   

  	
  Name: Adam Sheets

  
	
   

  	
   

  	
  Title:   Assistant Vice President

  



 


23

















 


	
   

  	
  LENDER
  SIGNATURE PAGE TO FIFTH AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT
  LOAN AGREEMENT WITH GREENWOOD FINANCIAL, INC. AS MASTER BORROWER, DATED AS OF
  DECEMBER 21, 2007:

  



 


 


	
   

  	
  COMPASS BANK, an Alabama Banking 

  
	
   

  	
  Corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  JOHANNA DUKE PALEY

  	
   

  
	
   

  	
   

  	
  Name: Johanna Duke Paley

  
	
   

  	
   

  	
  Title:   Senior Vice President

  



 


24

















 


	
   

  	
  LENDER
  SIGNATURE PAGE TO FIFTH AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT
  LOAN AGREEMENT WITH GREENWOOD FINANCIAL, INC. AS MASTER BORROWER, DATED AS OF
  DECEMBER         , 2007:

  



 


 


	
   

  	
  JPMORGAN CHASE BANK, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


25

















 


	
   

  	
  LENDER
  SIGNATURE PAGE TO FIFTH AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT
  LOAN AGREEMENT WITH GREENWOOD FINANCIAL, INC. AS MASTER BORROWER, DATED AS OF
  DECEMBER 21, 2007:

  



 


 


	
   

  	
  LaSALLE BANK, NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  SEAN FINNEGAN

  	
   

  
	
   

  	
   

  	
  Name: Sean Finnegan

  
	
   

  	
   

  	
  Title:   Sr. Vice President

  



 


26

















 


	
   

  	
  LENDER
  SIGNATURE PAGE TO FIFTH AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT
  LOAN AGREEMENT WITH GREENWOOD FINANCIAL, INC. AS MASTER BORROWER, DATED AS OF
  DECEMBER 21, 2007:

  



 


 


	
   

  	
  DEUTSCHE BANK TRUST COMPANY 

  
	
   

  	
  AMERICAS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  DUSAN LAZAROV

  	
  SILVIA L. SPEAR

  
	
   

  	
   

  	
  Name: Dusan Lazarov

  	
   

  	
  Silvia L. Spear

  
	
   

  	
   

  	
  Title:   Vice President

  	
   

  	
  Managing Director

  



 


27

















 


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:

  	
   

  
	
   

  	
  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)

  
			



 


(Schedule of Borrowers continued on the following page)


 

















 


	
   

  	
  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 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