Exhibit 10.1


 


January 28,
2009


 


VIA
TELECOPY


 


Greenwood
Financial Inc.


c/o
Orleans Homebuilders, Inc.


3333
Street Road


Bensalem,
Pennsylvania 19020


Attention:
Garry P. Herdler


 


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


 


Dear
Mr. Herdler:


 


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


 


1.             Requests by Obligors.  The Obligors have failed to comply with the Liquidity covenant in Section 8.8
of the Agreement for the quarter ending on December 31, 2008 (the “Liquidity Covenant”).  The
Obligors have also failed to comply with the requirement in Section 2.3.1.3
of the Loan Agreement to make a principal payment within five (5) Business
Days after the delivery of the most recently delivered Borrowing Base
Certificate in an amount that reduces the unpaid principal balance of all Loans
to the Borrowing Base Availability set forth in such Borrowing Base Certificate
(the “Overadvance Payment Covenant”, together
with the Liquidity Covenant, the “Subject Covenants”).  Based on the Borrowing Base Certificate
delivered on or about January 15, 2009, the unpaid principal balance of
outstanding Loans exceeds the Borrowing Base Availability by $14,567,371.  Accordingly, the Borrowers were required to
make a principal payment to the Agent for the account of Lenders in the amount
of $14,567,371 (“Overadvance Payment”) by not later
than January 23, 2009.  As of the
date hereof, no such payment has been received by Agent.  The Obligors have requested that the Agent
and the Lenders waive such non-compliance with the Subject Covenants for a
limited period of time.


 


2.             Limited Waiver. 
Subject to the terms
and conditions set forth herein, the Agent and the Lenders temporarily waive compliance
with the Subject Covenants, and non-compliance with the Subject Covenants shall
temporarily not constitute an Event of Default (the “Limited
Waiver”), at all times from the period from and including December 31,
2008 through and including the earlier of (a) the date of the occurrence
of any other Event of Default (that is, any Event of Default caused by or
resulting from something other than the above stated non-compliance with one or
more of the Subject Covenants) under the Agreement or under any of the other
Loan Documents; and (b) February 6, 2009 (such period being the “Waiver Period”).  At
the end of the Waiver Period, the Limited Waiver shall terminate and the
non-compliance with


 

















 


the
Subject Covenants shall, effective as of the end of the Waiver Period,
immediately constitute Events of Default under Article IX under the
Agreement without further notice or an opportunity to cure.  The Borrowers may not request additional
Loans, Swing Line Loans, Letters of Credit or Tri-Party Agreements during the
Waiver Period.  Furthermore, during the
Waiver Period, interest on the Overadvance Payment shall not accrue at the
Default Rate pursuant to Section 2.5.


 


3.             Conditions Precedent.  The Limited Waiver shall become effective, as of the date hereof and as
provided herein, upon the execution and delivery of this Waiver Letter by the
Obligors, the Agent and the Requisite Lenders.


 


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


 


5.             Representations.  Each of the Obligors hereby represents and
warrants to the Agent and the Lenders that the representations and warranties
contained in the Agreement and the other Loan Documents are true and correct in
all material respects on and as of the date hereof (after giving effect to this
Limited Waiver) as if made on and as of the date hereof, except where such
representations and warranties expressly relate to an earlier date in which
case such representations and warranties were true and correct in all material
respects as of such earlier date and except for changes therein which have been
disclosed to Agent in writing.


 


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


 


7.             Termination of Limited Waiver.  Failure of any of the Obligors to satisfy any
of the terms or conditions in this Waiver Letter shall, immediately and without
further notice or opportunity to cure, terminate the Limited Waiver, end the
Waiver Period, and constitute an Event of Default under Article IX of the
Agreement as of the date of such failure.


 


2

















 


8.             Miscellaneous.


 


a.             Headings.  The headings and underscoring
of articles, sections and clauses have been included herein for convenience
only and shall not be considered in interpreting this Waiver Letter.


 


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


 


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


 


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


 


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


 


f.              Counterparts.  This
Waiver Letter may be executed in any number of counterparts and by the
different parties on separate counterparts and each such counterpart shall be
deemed to be an original, but all such counterparts shall together constitute
one and the same Waiver Letter.


 


[Signature Pages Follow]


 


3

















 


	
   

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
  Wachovia
  Bank, National Association,

  
	
   

  	
  as
  Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Nathan R. Rantala

  
	
   

  	
   

  	
  Nathan R. Rantala, Director

  



 


(Signature Page to
Limited Waiver)


 

















 


	
  ACCEPTED
  AND AGREED TO:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Master
  Borrower:

  	
  Greenwood
  Financial Inc., a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Lawrence J. Dugan

  
	
   

  	
   

  	
  Name:

  	
  Lawrence
  J. Dugan

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  	
   

  
	
  Corporate
  Borrowers:

  	
  OHB
  Homes, Inc.

  
	
   

  	
  Orleans
  Corporation

  
	
   

  	
  Orleans
  Corporation of New Jersey

  
	
   

  	
  Orleans
  Construction Corp.

  
	
   

  	
  Parker &
  Lancaster Corporation

  
	
   

  	
  Parker &
  Orleans Homebuilders, Inc.

  
	
   

  	
  Sharp
  Road Farms, Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Lawrence J. Dugan

  
	
   

  	
   

  	
  Name:

  	
  Lawrence
  J. Dugan

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  



 


[Borrowers’ signatures continued on the following page]


 


(Signature Page to
Limited Waiver)


 

















 


	
  Limited
  Liability Company

  	
   

  
	
  Borrowers:

  	
   

  
	
   

  	
  Masterpiece
  Homes, LLC

  
	
   

  	
  OPCNC,
  LLC

  
	
   

  	
  Orleans
  at Bordentown, LLC

  
	
   

  	
  Orleans
  at Cooks Bridge, LLC

  
	
   

  	
  Orleans
  at Covington Manor, LLC

  
	
   

  	
  Orleans
  at Crofton Chase, LLC

  
	
   

  	
  Orleans
  at East Greenwich, LLC

  
	
   

  	
  Orleans
  at Elk Township, LLC

  
	
   

  	
  Orleans
  at Evesham, LLC

  
	
   

  	
  Orleans
  at Hamilton, LLC

  
	
   

  	
  Orleans
  at Harrison, LLC

  
	
   

  	
  Orleans
  at Hidden Creek, LLC

  
	
   

  	
  Orleans
  at Jennings Mill, LLC

  
	
   

  	
  Orleans
  at Lambertville, LLC

  
	
   

  	
  Orleans
  at Lyons Gate, LLC

  
	
   

  	
  Orleans
  at Mansfield, LLC

  
	
   

  	
  Orleans
  at Maple Glen, LLC

  
	
   

  	
  Orleans
  at Meadow Glen, LLC

  
	
   

  	
  Orleans
  at Millstone, LLC

  
	
   

  	
  Orleans
  at Millstone River Preserve, LLC

  
	
   

  	
  Orleans
  at Moorestown, LLC

  
	
   

  	
  Orleans
  at Tabernacle, LLC

  
	
   

  	
  Orleans
  at Upper Freehold, LLC

  
	
   

  	
  Orleans
  at Wallkill, LLC

  
	
   

  	
  Orleans
  at Westampton Woods, LLC

  
	
   

  	
  Orleans
  at Woolwich, LLC

  
	
   

  	
  Orleans
  Arizona Realty, LLC

  
	
   

  	
  Orleans
  DK, LLC

  
	
   

  	
  Parker
  Lancaster, Tidewater, L.L.C.

  
	
   

  	
  Wheatley
  Meadows Associates, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Lawrence J. Dugan

  
	
   

  	
   

  	
  Lawrence
  J. Dugan

  
	
   

  	
   

  	
  Vice
  President

  



 


[Borrowers’ signatures continued on the following page]


 


(Signature Page to
Limited Waiver)


 

















 


	
  Limited
  Partnership

  	
   

  
	
  Borrowers:

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

  
	
   

  	
  Orleans
  at Falls, LP

  
	
   

  	
  Orleans
  at Limerick, LP

  
	
   

  	
  Orleans
  at Lower Salford, LP

  
	
   

  	
  Orleans
  at Thornbury, L.P.

  
	
   

  	
  Orleans
  at Upper Saucon, L.P.

  
	
   

  	
  Orleans
  at Upper Uwchlan, LP

  
	
   

  	
  Orleans
  at West Bradford, LP

  
	
   

  	
  Orleans
  at West Vincent, LP

  
	
   

  	
  Orleans
  at Windsor Square, LP

  
	
   

  	
  Orleans
  at Wrightstown, LP

  
	
   

  	
  Stock
  Grange, LP

  
	
   

  	
   

  
	
   

  	
  By:

  	
  OHI
  PA GP, LLC, sole General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Lawrence J. Dugan

  
	
   

  	
   

  	
   

  	
  Lawrence
  J. Dugan

  
	
   

  	
   

  	
   

  	
  Vice
  President

  
	
   

  	
   

  
	
   

  	
  Orleans
  RHIL, LP

  
	
   

  	
  Realen
  Homes, L.P.

  
	
   

  	
  By:

  	
  RHGP,
  LLC, sole General Partner

  
	
   

  	
   

  	
  By:

  	
  Orleans
  Homebuilders, Inc.,

  
	
   

  	
   

  	
   

  	
  Authorized
  Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/
  Garry P. Herdler

  
	
   

  	
   

  	
   

  	
   

  	
  Garry
  P. Herdler, Executive

  
	
   

  	
   

  	
   

  	
   

  	
  Vice
  President &

  
	
   

  	
   

  	
   

  	
   

  	
  Chief
  Financial Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Guarantor:

  	
  Orleans
  Homebuilders, Inc., a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Garry P. Herdler

  
	
   

  	
   

  	
  Garry
  P. Herdler, Executive

  
	
   

  	
   

  	
  Vice
  President &

  
	
   

  	
   

  	
  Chief
  Financial Officer

  



 


(Signature Page to
Limited Waiver)


 

















 


	
   

  	
  LENDER
  SIGNATURE PAGE TO WAIVER

  LETTER WITH GREENWOOD FINANCIAL

  INC. AS MASTER BORROWER, DATED AS

  OF JANUARY 28, 2009:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WACHOVIA
  BANK,

  
	
   

  	
  NATIONAL
  ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Nathan R. Rantala

  
	
   

  	
   

  	
  Nathan
  R. Rantala, Director

  



 


(Signature Page to
Limited Waiver)


 
















 


	
   

  	
  LENDER
  SIGNATURE PAGE TO WAIVER

  LETTER WITH GREENWOOD FINANCIAL

  INC. AS MASTER BORROWER, DATED AS

  OF JANUARY 28, 2009:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BANK OF AMERICA,
  N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sean
  Finnegan

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Sean
  Finnegan

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title: Sr. Vice
  President

  



 


(Signature Page to
Limited Waiver)


 

















 


	
   

  	
  LENDER
  SIGNATURE PAGE TO WAIVER

  LETTER WITH GREENWOOD FINANCIAL

  INC. AS MASTER BORROWER, DATED AS

  OF JANUARY 28, 2009:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SOVEREIGN BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William
  Crowley

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name: William
  Crowley

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title: EVP

  



 


(Signature Page to
Limited Waiver)


 

















 


	
   

  	
  LENDER
  SIGNATURE PAGE TO WAIVER

  LETTER WITH GREENWOOD FINANCIAL

  INC. AS MASTER BORROWER, DATED AS

  OF SEPTEMBER 15, 2008:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MANUFACTURERS
  AND TRADERS TRUST COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bernard T.
  Shields

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Bernard T.
  Shields

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title: Vice
  President

  



 


(Signature Page to
Limited Waiver)


 

















 


	
   

  	
  LENDER
  SIGNATURE PAGE TO WAIVER

  LETTER WITH GREENWOOD FINANCIAL 

  INC. AS MASTER BORROWER, DATED AS 

  OF JANUARY 28, 2009:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NATIONAL CITY
  BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name: 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title: 

  



 


(Signature Page to
Limited Waiver)


 

















 


	
   

  	
  LENDER
  SIGNATURE PAGE TO WAIVER

  LETTER WITH GREENWOOD FINANCIAL

  INC. AS MASTER BORROWER, DATED AS

  OF JANUARY 28, 2009:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FIRSTRUST BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eric Paul

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Eric Paul

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title: Senior
  Vice President

  



 


(Signature Page to
Limited Waiver)


 

















 


	
   

  	
  LENDER
  SIGNATURE PAGE TO WAIVER

  LETTER WITH GREENWOOD FINANCIAL 

  INC. AS MASTER BORROWER, DATED AS 

  OF JANUARY 28, 2009:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GUARANTY BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  



 


(Signature Page to
Limited Waiver)


 

















 


	
   

  	
  LENDER
  SIGNATURE PAGE TO WAIVER

  LETTER WITH GREENWOOD FINANCIAL 

  INC. AS MASTER BORROWER, DATED AS 

  OF JANUARY 28, 2009:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CITIZENS BANK OF
  PENNSYLVANIA

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  



 


(Signature Page to
Limited Waiver)


 

















 


	
   

  	
  LENDER
  SIGNATURE PAGE TO WAIVER

  LETTER WITH GREENWOOD FINANCIAL 

  INC. AS MASTER BORROWER, DATED AS 

  OF JANUARY 28, 2009:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TD BANK, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert E.
  Delaney

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Robert E.
  Delaney

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title: Vice President

  



 


(Signature Page to
Limited Waiver)


 

















 


	
   

  	
  LENDER
  SIGNATURE PAGE TO WAIVER

  LETTER WITH GREENWOOD FINANCIAL 

  INC. AS MASTER BORROWER, DATED AS 

  OF JANUARY 28, 2009:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SUNTRUST BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Janet R.
  Naifeh

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Janet R.
  Naifeh

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title: SunTrust

  



 


(Signature Page to
Limited Waiver)


 
















 


	
   

  	
  LENDER SIGNATURE PAGE TO WAIVER
  

  LETTER WITH GREENWOOD FINANCIAL 

  INC. AS MASTER BORROWER, DATED AS 

  OF JANUARY 28, 2009:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  REGIONS BANK,
  successor by merger to

  
	
   

  	
   

  
	
   

  	
  Amsouth Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Daniel McClurkin

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Daniel
  McClurkin

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title: Vice
  President

  



 


(Signature Page to
Limited Waiver)


 

















 


	
   

  	
  LENDER
  SIGNATURE PAGE TO WAIVER 

  LETTER WITH GREENWOOD FINANCIAL 

  INC. AS MASTER BORROWER, DATED AS 

  OF JANUARY 28, 2009:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FRANKLIN BANK,
  SSB

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


(Signature Page to
Limited Waiver)


 

















 


	
   

  	
  LENDER
  SIGNATURE PAGE TO WAIVER 

  LETTER WITH GREENWOOD FINANCIAL 

  INC. AS MASTER BORROWER, DATED AS 

  OF JANUARY 28, 2009:

  
	
   

  	
   

  
	
   

  	
  COMERICA BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  



 


(Signature Page to
Limited Waiver)


 

















 


	
   

  	
  LENDER
  SIGNATURE PAGE TO WAIVER 

  LETTER WITH GREENWOOD FINANCIAL 

  INC. AS MASTER BORROWER, DATED AS 

  OF JANUARY 28, 2009:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  COMPASS BANK, an
  Alabama Banking Corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Johanna Duke
  Paley

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Johanna
  Duke Paley

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title: Senior
  Vice President

  



 


(Signature Page to
Limited Waiver)


 

















 


	
   

  	
  LENDER
  SIGNATURE PAGE TO WAIVER 

  LETTER WITH GREENWOOD FINANCIAL 

  INC. AS MASTER BORROWER, DATED AS 

  OF JANUARY 28, 2009:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE
  BANK, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  



 


(Signature Page to
Limited Waiver)


 

















 


	
   

  	
  LENDER
  SIGNATURE PAGE TO WAIVER 

  LETTER WITH GREENWOOD FINANCIAL 

  INC. AS MASTER BORROWER, DATED AS 

  OF JANUARY 28, 2009:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LaSALLE BANK,
  NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sean
  Finnegan

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Sean
  Finnegan

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title: Sr. Vice
  President

  



 


(Signature Page to
Limited Waiver)


 

















 


	
   

  	
  LENDER
  SIGNATURE PAGE TO WAIVER 

  LETTER WITH GREENWOOD FINANCIAL 

  INC. AS MASTER BORROWER, DATED AS 

  OF JANUARY 28, 2009:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DEUTSCHE BANK
  TRUST COMPANY AMERICAS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  



 


(Signature Page to
Limited Waiver)


 

















 


Schedule A  -  Schedule of Borrowers


 


Greenwood
Financial Inc.


Masterpiece
Homes, LLC


OHB
Homes, Inc.


Orleans
Corporation


Orleans
Corporation of New Jersey


Orleans
Construction Corp.


Parker &
Lancaster Corporation


Parker &
Orleans Homebuilders, Inc.


Sharp
Road Farms, Inc.


OPCNC,
LLC


Orleans
at Bordentown, LLC


Orleans
at Cooks Bridge, LLC


Orleans
at Covington Manor, LLC


Orleans
at Crofton Chase, LLC


Orleans
at East Greenwich, LLC


Orleans
at Elk Township, LLC


Orleans
at Evesham, LLC


Orleans
at Hamilton, LLC


Orleans
at Harrison, LLC


Orleans
at Hidden Creek, LLC


Orleans
at Jennings Mill, LLC


Orleans
at Lambertville, LLC


Orleans
at Lyons Gate, LLC


Orleans
at Mansfield, LLC


Orleans
at Maple Glen, LLC


Orleans
at Meadow Glen, LLC


Orleans
at Millstone, LLC


Orleans
at Millstone River Preserve, LLC


Orleans
at Moorestown, LLC


Orleans
at Tabernacle, LLC


Orleans
at Upper Freehold, LLC


Orleans
at Wallkill, LLC


Orleans
at Westampton Woods, LLC


Orleans
at Woolwich, LLC


Orleans
Arizona Realty, LLC


Orleans
DK, LLC


Wheatley
Meadows Associates, LLC


Parker
Lancaster, Tidewater, L.L.C.


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


Orleans
at Falls, LP


Orleans
at Limerick, LP


Orleans
at Lower Salford, LP


Orleans
at Thornbury, LP


Orleans
at Upper Saucon, L.P.


 


1

















 


Orleans
at Upper Uwchlan, LP


Orleans
at West Bradford, LP


Orleans
at West Vincent, LP


Orleans
at Windsor Square, LP


Orleans
at Wrightstown, LP


Stock
Grange, LP


Orleans
RHIL, LP


Realen
Homes, L.P.


 


2