Exhibit 10.1


 


GREENWOOD
FINANCIAL INC.


 


FIRST
AMENDMENT


TO SECOND
AMENDED AND RESTATED REVOLVING CREDIT LOAN AGREEMENT AND FIRST AMENDMENT TO
SECURITY AGREEMENT


 


This FIRST AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT LOAN
AGREEMENT AND FIRST AMENDMENT TO SECURITY AGREEMENT (this “Amendment”) is dated as of February 11, 2009 and
entered into by and among GREENWOOD FINANCIAL INC.,
a Delaware corporation (“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
financial institutions listed on the signature pages hereof (“Lenders”) and WACHOVIA BANK, NATIONAL
ASSOCIATION, as administrative agent for Lenders (“Agent”), and is made with reference to (i) that certain
Second Amended and Restated Revolving Credit Loan Agreement dated as of September 30,
2008 (as amended, restated, supplemented or otherwise modified from time to
time, the “Loan Agreement”), by and among
Obligors, Lenders and Agent and (ii) that certain Security Agreement dated
as of September 30, 2008 (as amended, restated, supplemented or otherwise
modified from time to time, the “Security Agreement”),
by and among Obligors and Agent. 
Capitalized terms used herein without definition shall have the same
meanings herein as set forth in the Loan Agreement or Security Agreement, as
applicable.


 


RECITALS


 


WHEREAS,
Borrowers and Lenders desire to amend the Loan Agreement and Security Agreement
as specifically provided for herein; and


 


WHEREAS,
Obligors, Lenders and Agent deem it advisable to amend the Loan Agreement as
hereinafter provided.


 


NOW,
THEREFORE, in consideration of the premises and the
agreements, provisions and covenants herein contained, the parties hereto agree
as follows:


 


Section 1.              AMENDMENTS TO THE LOAN AGREEMENT


 


1.1          Amendments
to Article I:  Definitions.


 


A.            Subsection 1.1 of the Loan Agreement is
hereby amended by adding thereto the following definitions in proper
alphabetical order.


 


“Collateral Account” a deposit
account in the name of Guarantor located with the Agent and under the sole
dominion and control of Agent.


 


“Defaulting Lender” has the meaning
assigned to such term in Section 11.13.


 

















 


“First Amendment” means that certain
First Amendment to Second Amended and Restated Revolving Credit Loan Agreement
dated as of February 11, 2009.


 


“First Amendment Effective Date” has the
meaning assigned to such term in the First Amendment.


 


B.            Subsection 1.1 of the Loan
Agreement is hereby further amended by deleting the definition of “Applicable
Spread”, “Facility Amount”, “Letter of Credit”, “Letter of Credit Advance”,
“Letter of Credit Sublimit”, “Liquidity”, “Notice of Borrowing” and “Revolving
Sublimit” therefrom in their entirety and substituting the following therefor:


 


“Applicable Spread” means 5.25% per annum.”


 


“Facility
Amount” means $405,000,000, or such lower amount resulting from a permanent
reduction in the Facility Amount in accordance with the terms of this
Agreement; provided that the Facility Amount shall be permanently
reduced to $375,000,000 on July 16, 2009 if the Facility Amount has not
otherwise been reduced to or below $375,000,000 in accordance with the terms of
this Agreement prior to July 16, 2009. 
In each case, the Facility Amount includes the Revolving Sublimit, the
Letter of Credit Sublimit and the Swing Line Limit.


 


“Letter of Credit” means (a) each letter of credit
identified on Schedule 1.1D  which has heretofore been issued with respect
to a Borrowing Base Project, or to developments previously completed by a
Borrower, or to an Eligible Project that secures the Line of Credit and
satisfies the requirements of Section 4.1.11, or which is a Financial
Letter of Credit, (b) each letter of credit issued by Agent on behalf of
the Lenders for the benefit of Borrower that are to be issued by Agent to be
for the purpose of providing security, including for the benefit of the issuer
of a surety or performance bond, for (i) the construction by a Borrower of
Improvements and other municipal and public facilities related to Borrowing
Base Projects deemed to be financed under the Revolving Sublimit by their
inclusion in the Borrowing Base, (ii) maintenance by a Borrower of
Improvements and other municipal and public facilities related to the Borrowing
Base Projects financed under the Revolving Sublimit, and (iii) deposits
under purchase contracts for residential land to which a Borrower is a party,
as permitted by Section 8.5, but excluding deposits for Real Estate
subject to a purchase money mortgage constituting a Permitted Lien, and (c) any
letter of credit issued by Agent in favor of any bank that is not a Lender to
secure any Borrower’s reimbursement obligations on account of letters of credit
and tri-party agreements issued by such bank of the type described in clause
(b)(i) or (b)(ii) of this definition or in the definition of
“Tri-Party” Agreement contained herein, as identified on Schedule 1.1.D.  Notwithstanding the foregoing, no Letter of Credit
may be issued in connection with any Joint Venture or any Person that is not a
Borrower or a Guarantor, except that Issuer may issue Letters of Credit solely
to the extent required to comply with the reserve requirements under the OHI
Financing Subordinated Debt in an aggregate amount not to exceed $7,500,000.


 


“Letter of Credit Advance” has the
meaning defined in Section 2.1.4.5.


 


2

















 


“Letter of Credit Sublimit” means
$30,000,000.


 


“Liquidity” means, at any time, the sum
of all (i) Cash,  cash from the sale
of settled Units due from title companies, and Cash Equivalents of Guarantor
and all Borrowers, each on a consolidated basis plus (ii) the
amount by which the then-current Borrowing Base Availability exceeds the
then-outstanding principal balance of the Loans plus Swing Line Loans minus
(iii) the amount by which the then-outstanding principal balance of the
Loans plus Swing Line Loans exceeds the then-current Borrowing Base
Availability.


 


“Notice of Borrowing” means a written
notice from a Borrower to Agent, in the appropriate form that is attached
hereto as Exhibit 1.1F,
requesting that a Loan or a Swing Line Loan in a specified amount be advanced
to such Borrower on a specified Funding Date.


 


“Revolving Sublimit” means $405,000,000; provided
that the Revolving Sublimit shall be permanently reduced to $375,000,000 on July 16,
2009.


 


1.2          Amendment
to Article II:  Amounts and Terms of
the Facility; Security for the Facility.


 


A.            Subsection 2.1.3 of the Loan
Agreement is hereby amended by deleting it in its entirety and substituting the
following therefor:


 


“2.1.3      Amount and
Availability of Letters of Credit and Tri-Party Agreements.  Provided that no Event of Default has
occurred and is continuing, and subject to the terms and conditions set forth
herein, Borrowers may request, and Agent, pursuant to this Section 2.1.2
shall issue or execute on behalf of the Lenders; (i) Letters of Credit or
Tri-Party Agreements to assure Governmental Authorities of the completion of
Improvements that are to be constructed in Projects and financed with the
proceeds of Loans, but only if in each instance Agent’s liability under such
Letter of Credit or Tri-Party Agreement is subject to periodic reduction by the
beneficiary thereof as construction of the subject Improvements is completed
(including Letters of Credit issued for the benefit of the issuer of a surety
or performance bond issued for any purpose described in this clause (i)), (ii) Letters
of Credit to assure Governmental Authorities that Borrowers will perform their
maintenance obligations with respect to Improvements financed with the proceeds
of Loans (including Letters of Credit issued for the benefit of the issuer of a
surety or performance bond issued for any purpose described in this clause
(ii)), (iii) Letters of Credit that are in lieu of cash deposits under
agreements of sale for the purchase of Real Estate, Lots or Units by Borrowers
permitted pursuant to Section 8.5 and not subject to purchase money mortgage
other than those securing the Indebtedness, (iv) Letters of Credit issued
as a replacement or extension of any Letter of Credit identified on Schedule
1.1D to the extent any such Letter of Credit does not otherwise fall under
clauses (i), (ii), (iii) or (v) so long as such Letter of Credit is
related to an Eligible Project that secures the Line of Credit and satisfies
the requirements of Section 4.1.11, or such Letter of Credit has
heretofore been issued with respect to a Borrowing Base Project or with respect
to developments previously completed by a Borrower, and (v) Letters of 


 


3

















 


Credit solely to the extent required to comply with the reserve
requirements under the OHI Financing Subordinated Debt in an aggregate amount
not to exceed $7,500,000.  Letters of
Credit of the type described in clauses (iii) and (v) are sometimes
referred to in this Agreement as “Financial Letters of
Credit.”  Each Letter of
Credit identified on Schedule 1.1D also shall be deemed to have been
issued on behalf of the Lenders.  No
Letter of Credit or Tri-Party Agreement shall be issued or executed by Agent
if, as a result thereof, (x) the aggregate liability of Agent and all
other Issuers under all Letters of Credit and Tri-Party Agreements then
outstanding or in effect would exceed the Letter of Credit Sublimit or (y) the
aggregate liability of Agent under all outstanding Financial Letters of Credit
would exceed $15,000,000.”


 


B.            Section 2.1.4.3 of the Loan
Agreement is hereby amended by deleting “No Letter of Credit shall be issued”
and substituting “No Letter of Credit shall be issued or renewed”.  Section 2.1.4.3 is hereby further
amended by deleting “to be held as cash Collateral” and substituting “to be
held as cash collateral in the Collateral Account” therefor.


 


C.            Section 2.1.4.4 of the Loan
Agreement is hereby amended by deleting it in its entirety and substituting the
following therefor and adding the following new Section 2.1.4.5
thereafter:


 


“2.1.4.4   No Letter of Credit shall
be issued or renewed or Tri-Party Agreement executed or maintained while any
Lender is a Defaulting Lender except if the Borrowers have delivered to Agent
good funds equal to each such Defaulting Lender’s Pro Rata Share of such Letter
of Credit or Tri-Party Agreement, to be held as cash collateral in the
Collateral Account for Borrowers’ reimbursement obligations and other
Indebtedness.


 


2.1.4.5     Any payment made by
any Issuer pursuant to a Letter of Credit or Tri-Party Agreement that is not
reimbursed within three (3) Business Days of such payment date shall be
deemed to be a Loan (or, as provided in this Section 2.1.4.5 a Letter of
Credit Advance) that was requested by Borrowers pursuant to Section 2.1.1,
notwithstanding that Borrowers did not provide Agent with a Notice of
Borrowing.  If any Letter of Credit or
Tri-Party Agreement was issued, renewed, executed or maintained while any
Lender was a Defaulting Lender, then (x) the Agent shall apply cash
collateral from the Collateral Account as reimbursement of such payment in the
amount of the Pro Rata Share of each Lender that was a Defaulting Lender at the
time the subject Letter of Credit or Tri-Party Agreement was issued, renewed,
executed or maintained and (y) the Loan deemed made in the preceding sentence
shall be apportioned among those Lenders that were Non-Defaulting Lenders at
the time the subject Letter of Credit or Tri-Party Agreement was issued,
renewed, executed or maintained based on their Pro Rata Share of the amount of
the Letter of Credit or Tri-Party Agreement issued, such that the Issuer is
completely reimbursed by such Loan for the payment made under such Letter of
Credit or Tri-Party Agreement.  If the
making of a Loan as the result of a drawing under a Letter of Credit or a
demand for payment under a Tri-Party Agreement would cause the aggregate amount
of all outstanding Loans to exceed the then-current Borrowing Base
Availability, the amount of such excess shall be deemed to be a “Letter of Credit Advance.”


 


4

















 


D.            Section 2.3.1 of the Loan
Agreement is hereby amended by renumbering the existing Section 2.3.1.7 as
2.3.1.8 and adding the following new Section 2.3.1.7 before the new Section 2.3.1.8
therein:


 


“2.3.1.7   Within one Business Day
after receipt of any Refund Collateral (as defined in the Security Agreement)
by any Borrower or Guarantor, the Borrower shall prepay the Loans in an
aggregate amount equal to the Refund Collateral (as defined in the Security
Agreement).  Any Refund Collateral
received directly by Agent shall be applied to the Indebtedness and Agent shall
provide notice of receipt of such Refund Collateral to Master Borrower.”


 


E.             Section 2.3.2.1 of the Loan
Agreement is hereby amended by deleting it in its entirety and substituting the
following therefor:


 


“2.3.2.1   Each Letter of Credit
Advance must be repaid on the first to occur of (i) 5 Business Days after
the Letter of Credit Advance was made, (ii) the Maturity Date or (iii) the
date when the Borrowing Base Availability next exceeds the aggregate
outstanding principal balance of all Loans (whether as a result of an increase
in Borrowing Base Availability or repayment of a prior Loan), in which event
the outstanding Letter of Credit Advances shall be repaid with the proceeds of
a Loan to the extent then available under the Line of Credit, such Loan to be
applied to outstanding Letter of Credit Advances in the order in which they
were made.  Each such Loan, to the extent
a new Loan may then be borrowed pursuant to Section 2.1.1, shall be made
automatically by the Lenders, without receipt of a Notice of Borrowing from
Borrowers, and except as aforesaid no Loan shall be made at a time when any
Letter of Credit Advance is outstanding. 
If any Letter of Credit or Tri-Party Agreement was issued, renewed,
executed or maintained while any Lender was a Defaulting Lender, then the Loan
deemed made to repay a related Letter of Credit Advance shall be apportioned
among those Lenders that were Non-Defaulting Lenders at the time the subject
Letter of Credit or Tri-Party Agreement was issued, renewed, executed or
maintained based on their Pro Rata Share of the amount of the Letter of Credit
or Tri-Party Agreement issued such that the Issuer is completely reimbursed by
such Loan for the Letter of Credit Advance relating to such Letter of Credit or
Tri-Party Agreement.”


 


F.             Section 2.3.3.1 of the Loan
Agreement is hereby amended by adding the following new sentence the end
thereof:


 


“If the amount of any Swing Line Loan was reduced pursuant to 2.1.2 by
a Defaulting Lender’s Pro Rata Share thereof, then the Loan deemed made to
repay such Swing Line Loan shall be apportioned among those Lenders that were
Non-Defaulting Lenders at the time such Swing Line Loan was requested based on
their Pro Rata Share of the amount of the Swing Line Loan requested such that
the Swing Line Lender is completely reimbursed by such Loan for the Swing Line
Loan being repaid.”


 


5

















 


1.3          Amendments
to Article III:  Notice of
Borrowing; Borrowing Base; Borrowing Base Availability.


 


A.            Section 3.3.2.4 of the Loan
Agreement is hereby amended by deleting it in its entirety and substituting the
following therefor:


 


“3.3.2.4   The maximum Borrowing
Base Availability attributable to Asset Class (ii), including model Units,
determined on the basis of any Borrowing Base Certificate (a) that is
delivered before July 31, 2009 in accordance with Section 3.4 shall
not exceed 58% and (b) that is delivered on or after July 31, 2009 in
accordance with Section 3.4 shall not exceed 45%, in each case of the
aggregate Borrowing Base Availability attributable to Asset Classes (i) and
(ii) (including model Units) as shown on any such Borrowing Base
Certificate.”


 


B.            Section 3.3.2.5 of the Loan Agreement
is hereby amended by deleting it in its entirety and substituting the following
therefor:


 


“3.3.2.5   The maximum percentage
of Borrowing Base Availability attributable to Asset Classes (iii), (iv) and
(v), based on Borrowing Base Certificates (a) delivered before July 31,
2009, shall be 65%, and (b) delivered on or after July 31, 2009 shall
be 55%, in each case of the total Borrowing Base Availability as shown thereon;
provided that at no time shall Borrowing Base Availability attributable
to Asset Classes (iii), (iv) and (v) exceed the following (with such
limitations to be reduced dollar for dollar at the time and in the amounts of
any impairments with respect to assets in Asset Classes (iii), (iv) and (v) and
included in the Borrowing Base taken by Borrowers):


 


(i)            Beginning with the
Borrowing Base Certificate delivered on or after the First Amendment Effective
Date: $235,000,000;


 


(ii)           Beginning with the
Borrowing Base Certificate delivered on or after July 31, 2009:
$200,000,000; and


 


(iii)          Beginning with the
Borrowing Base Certificate delivered after September 30, 2009:
$190,000,000.”


 


1.4          Amendments
to Article IV: Conditions of Lending.


 


A.            Section 4.1.3 of the Loan
Agreement is hereby amended by deleting the reference to “30 days after the
Closing Date” and substituting “10 Business Days after the First Amendment
Effective Date” therefor.


 


B.            Section 4.1.11 of the Loan
Agreement is hereby amended by deleting the reference to “90 days after the
Closing Date” and substituting “45 days after the First Amendment Effective
Date” therefor.


 


C.            Section 4.3.5 of the Loan
Agreement is hereby amended by deleting the reference to “$32,500,000” and
substituting “$15,000,000” therefor.


 


1.5          Amendments
to Article VI: Affirmative Covenants. 
Section 6.1 of the Loan Agreement is hereby
amended by deleting paragraph 6.1.9 in its entirety and substituting the
following therefor:


 


6

















 


“6.1.9      Within fifteen (15)
days after the end of each Fiscal Quarter, an aging report of all Lots owned by
any Borrower, and within twenty (20) days after the end of each Fiscal Quarter,
a consolidated list of all accounts payable of any Borrower, and an aging
report of such accounts payable.”


 


1.6          Amendments
to Article VII:  Negative Covenants.


 


A.            Section 7.9 of the Loan Agreement
is hereby amended by deleting paragraphs, (i) and (ii) therein and
substituting the following therefor:


 


“(i)          [Intentionally
Omitted];


 


(ii)           [Intentionally
Omitted];”


 


B.            Subsection 7.10 of the Loan Agreement
is hereby amended by deleting the references to “$32,500,000” and substituting
“$15,000,000” therefor.


 


1.7          Amendments to Article VIII:
Financial Covenants.


 


A.            Section 8.2 of the Loan Agreement
is hereby amended by deleting it in its entirety and substituting the following
therefor:


 


“8.2         Consolidated
Tangible Net Worth.  As of the last
day of any Fiscal Quarter, the Consolidated Tangible Net Worth of the Guarantor
shall not be less than $25,000,000; provided that such covenant amount
shall be (I) reduced by the sum of, without duplication (x) any
impairments or other charges under GAAP on assets in the Borrowing Base taken
by the Guarantor and recorded in respect of the fiscal quarters ended December 31,
2008 and March 31, 2009, plus (y) any additional Deferred Tax Asset
valuation allowance reserves recorded in respect of the fiscal quarters ended December 31,
2008 and March 31, 2009, plus (z) any impairments or write-offs
relating to tangible assets or pre-acquisition costs not contained in the
Borrowing Base recorded in respect of the fiscal quarters ended December 31,
2008 and March 31, 2009 (provided that the aggregate reduction
pursuant to this clause (I) shall not exceed $15,000,000) and (II) increased
by the sum of, without duplication (1) any favorable adjustment to the
Deferred Tax Asset valuation allowance recorded in respect of the fiscal
quarters ended December 31, 2008 and March 31, 2009 plus (2) 50%
of positive quarterly net income after March 31, 2008 plus (3) 50% of
any Net Securities Proceeds received by the Borrowers and Guarantor after March 31,
2008.”


 


B.            Section 8.5 of the Loan Agreement
is hereby amended by deleting it in its entirety and substituting the following
therefor:


 


“8.5         Real Estate
Acquisitions.  No Borrower or
Guarantor shall purchase any Real Estate, Lots or Units after the Closing Date,
except for Improved Land (i.e., finished Lot takedowns and/or controlled
rolling Lot options) purchased by the Borrower in the normal course of
business, consistent with the projections provided to the Lenders.”


 


7

















 


C.            Section 8.7 of the Loan Agreement
is hereby amended by deleting it in its entirety and substituting the following
therefor:


 


“8.7         Cash Flow From
Operations.  As of the last day of
each of the following Fiscal Quarters, the Cash Flow Coverage Ratio shall be
greater than or equal to:


 




	
  Fiscal Quarter Ending

  	
   

  	
  Applicable Ratio

  
	
   

  	
   

  	
   

  
	
  December 31,
  2008

  	
   

  	
  1.25:1.00

  
	
  March 31,
  2009

  	
   

  	
  0.40:1.00

  
	
  June 30,
  2009

  	
   

  	
  0.50:1.00

  
	
  September 30,
  2009 and thereafter

  	
   

  	
  0.65:1.00”

  






 


D.            Section 8.8 of the Loan Agreement
is hereby amended by deleting it in its entirety and substituting the following
therefor:


 


“8.8         Liquidity.  The Liquidity at all times shall be not less
than $10,000,000.”


 


1.8          Amendments
to Article IX: Events of Default. 
Section 9.2 of the Loan Agreement is hereby
amended by deleting it in its entirety and substituting the following therefor:


 


“9.2         The failure of
Borrowers to observe or perform any promise, covenant, warranty, obligation,
representation or agreement in this Agreement or in any other Loan Document, or
in any other document evidencing or securing any of the Indebtedness or the
repayment thereof (and not specifically addressed in the other Sections of this
Article IX), within fifteen (15) days after written notice from Agent; provided
that the notice and cure period contained in this Section 9.2 shall not
apply to the breach of any covenant or obligation contained in Sections 3.4,
6.5, 7.1, 7.2, 7.3, 7.6, 7.9 or 7.10 or in Article VIII (other than Section 8.8),
or to any other failure that, by its nature, is not susceptible to being cured
by Borrowers or Guarantor; provided  further that the notice
period contained in this Section 9.2 shall not apply to a breach of the
covenant set forth in Section 8.8 and a breach of the covenant set forth
in Section 8.8 shall constitute an Event of Default only if not cured
within five (5) Business Days after the occurrence of such breach.”


 


1.9          Amendments
to Article XI: The Agent.


 


A.            Section 11.13 of the Loan
Agreement is hereby amended by deleting “or” before clause (iv) therein
and adding the following new clause (v) after clause (iv): “, or (v) has
been placed under a receivership or conservatorship by the Federal Deposit
Insurance Corporation”.


 


B.            Section 11.13.1 of the Loan
Agreement is hereby amended by deleting it in its entirety and substituting the
following therefor:


 


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“11.13.1  The
Defaulting Lender’s right to participate in the administration of the Loan and
the Loan Documents, including without limitation, any rights to vote upon,
consent to or direct any action of Agent or Lenders shall be suspended and such
rights shall not be reinstated unless and until such default is cured and the
Defaulting Lender shall be deemed to have acted with respect to such specific
matter in the same manner as the majority of other Lenders (other than the
Defaulting Lenders) that have expressly voted, consented or withheld consent,
or directed any action of Agent or Lenders; provided that if Agent is a
Defaulting Lender, Agent shall continue to have all rights provided for in this
Agreement with respect to the administration of the Loan, unless Requisite
Lenders vote to remove and replace such Agent as provided in Section 11.9.”


 


C.            Section 11.13 of the Loan
Agreement is hereby further amended by adding the following new Section 11.13.6
before the last paragraph therein:


 


“11.13.6  Notwithstanding
anything in Section 2.12.6 to the contrary, if any Defaulting Lender has
failed to advance its Pro Rata Share of the Loans requested by Borrower and its
share of outstanding Loans is less than its Pro Rata Share, (a) interest
payments received by Agent shall be apportioned to each Lender based on its
share of outstanding Loans made and not its Pro Rata Share, and (b) so
long as no Event of Default has occurred and is continuing, principal payments
received by Agent shall not be made to a Defaulting Lender and, instead, the
portion of such principal payment otherwise payable to a Defaulting Lender
shall be paid over to Master Borrower; provided that after an Event of
Default has occurred and is continuing, principal payments received by Agent
shall not be made to a Defaulting Lender and, instead, shall be apportioned
proportionately to the Non-Defaulting Lenders until their outstanding Loans are
reduced to a level such that each Lender’s share of the outstanding Loans is
the same as its Pro Rata Share.”


 


1.10        Amendments
to Article XIII: Miscellaneous. 
Section 13.9.2.1(ii) of the Loan Agreement
is hereby amended by deleting the reference to “$10,000,000” and substituting
“$5,000,000” therefor.


 


1.11        Modification
of Schedules.


 


A.            Commitments.  Schedule 1.1B to the Loan Agreement is
hereby amended by deleting said Schedule 1.1B in its entirety and
substituting in place thereof a new Schedule 1.1B in the form of Schedule
1.1B to this Amendment.


 


B.            Existing Letters of Credit.  Schedule 1.1D to the Loan Agreement is
hereby amended by deleting said Schedule 1.1D in its entirety and
substituting in place thereof a new Schedule 1.1D in the form of Schedule
1.1D to this Amendment.


 


1.12        Substitution
of Notice of Borrowing Exhibit.  Exhibit 1.1F
to the Loan Agreement is hereby amended by deleting said Exhibit 1.1F
in its entirety and substituting in place thereof a new Exhibit 1.1F
in the form of Exhibit 1.1F to this Amendment.


 


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Section 2.              AMENDMENTS TO SECURITY AGREEMENT


 


2.1          Section 4(a)(ii) of
the Security Agreement is hereby amended by deleting “subject to the provisions
of Section 6(f),” therein.


 


2.2          Section 5(a) of
the Security Agreement is hereby amended by deleting it in its entirely and
substituting the following therefor:


 


“(a)         within one Business
day after the receipt of any Refund Collateral by a Borrower or Guarantor,
immediately make a voluntary prepayment of the Loans in the amount of such
Refund Collateral.”


 


2.3          Section 5
of the Security Agreement is hereby further amended by adding “; and” at the
end of paragraph (e) and adding the following paragraph (f) at the
end thereof:


 


“(f)          give
Secured Party notice within five (5) Business Days of any filing of (i) an
amended tax return requesting a refund of federal or state taxes or (ii) a
refund claim requesting a refund of federal or state taxes.”


 


2.4          Section 6(f) of
the Security Agreement is hereby amended by deleting it in its entirety and
substituting the following therefor:


 


“(f)          to file with the Internal Revenue Service and
the United States Department of the Treasury and any equivalent state agency
executed powers of attorney provided by Grantors in accordance with Section 4
of this Agreement, to take all action necessary to receive payments from the
federal and any state government with respect to such Collateral, and to
exercise any and all authority granted by any executed Department of Treasury Form 234,
General Power of Attorney By a Corporation For the Collection of Certain Checks
Drawn on the United States Treasury, and any equivalent forms issued by any
state taxing authority provided by Grantors in accordance with Section 4
of this Agreement.”


 


2.5          Section 9
of the Security Agreement is hereby amended by inserting “and” before clause (iv) and
deleting clause (v) therein.


 


2.6          Section 21(a) of
the Security Agreement is hereby amended by deleting it in its entirety and
substituting the following therefor:


 


“(a)         Each capitalized term used in this
Agreement that is not defined in this Agreement but is defined in the Credit
Agreement shall have the meaning set forth in the Credit Agreement .  Each capitalized term used in this Agreement
that is not defined in this Agreement or the Credit Agreement, but that is
defined in the UCC, including, without limitation, the terms “Chattel Paper”,
“Documents”, “Instruments”, “Proceeds, “Records”, and any terms included in the
categories of Collateral listed in Section 1 hereof, shall have the
meaning set forth in the UCC.”


 


2.7          Section 21(b) of
the Security Agreement is hereby amended by inserting the following new
definitions in proper alphabetical order:


 


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“Pledge Supplement” means an instrument, in form and
substance satisfactory to Secured Party, pledging to, and granting a security
interest in, any additional Pledged Debt favor acquired or obtained by Grantor
after the date of this Agreement (or, in the case of any Additional Grantor,
the Counterpart executed and delivered by such Grantor).


 


“Secured Obligations” has the meaning set forth in Section 2
hereof.”


 


Section 3.              CONDITIONS TO EFFECTIVENESS


 


 Sections 1 and 2 of this Amendment shall
become effective only upon the satisfaction of all of the following conditions
precedent (the date of satisfaction of such conditions being referred to herein
as the “First Amendment Effective Date”):


 


A.            On or before the First Amendment
Effective Date, Obligors shall deliver to Lenders (or to Agent for Lenders with
sufficient originally executed copies, where appropriate, for each Lender) the
following, each, unless otherwise noted, dated the First Amendment Effective
Date:


 


1.             A
Subsistence Certificate for Master Borrower and Guarantor, issued within thirty
(30) days prior to the First Amendment Effective Date, from the state of such
entity’s formation and all jurisdictions in which Master Borrower or Guarantor
is required to register as a foreign corporation, limited partnership or
limited liability company;


 


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


 


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


 


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


 


5.             Copies
of this Amendment executed by each Obligor.


 


B.            Requisite Lenders shall have executed
this Amendment.


 


C.            Borrowers shall pay to Agent for the
benefit of each Lender executing this Amendment, an amendment fee equal 0.25%
of the sum of such Lender’s Commitment after giving effect to this Amendment.


 


11

















 


D.            An Opinion directed to Agent and the
Lenders and issued by the counsel to the Borrowers and Guarantor (who must be
an independent attorney-at-law licensed to practice in Pennsylvania) that (i) Borrowers
and Guarantor are duly organized, validly existing, and in good standing in the
state of such entity’s formation and the Borrowers are authorized to do
business in all jurisdictions where such authorization is required, (ii) each
Borrower and Guarantor has the power to enter into the transactions
contemplated by this Amendment and by the Loan Agreement and Security
Agreement, as amended; (iii) the transactions contemplated by this
Amendment and by the Loan Agreement and Security Agreement, as amended, do not
violate any provision of any Organizational Document, or any other document
known to such counsel, affecting any Borrower or Guarantor; (iv) this
Amendment has been duly executed and delivered by, and this Amendment and the
Loan Agreement and Security Agreement, as amended, constitute the valid and
binding obligations of, Borrowers and Guarantor, enforceable in accordance with
their terms, except as limited by applicable bankruptcy or other laws affecting
creditor’s rights generally; and (v) such other matters relating to the
transactions contemplated herein as Agent or Agent’s counsel may reasonably
request.


 


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


 


F.             Company shall have paid to Reed Smith
LLP, counsel to Agent, all fees and expenses invoiced through the date hereof.


 


Section 4.              OBLIGORS’ REPRESENTATIONS AND
WARRANTIES


 


In order to
induce Lenders to enter into this Amendment and to amend the Loan Agreement and
Security Agreement in the manner provided herein, each Obligor represents and
warrants to each Lender that the following statements are true, correct and
complete:


 


A.            Corporate Power and Authority.  Each Obligor has all requisite power and
authority to enter into this Amendment and to carry out the transactions
contemplated by, and perform its obligations under, the Loan Agreement as
amended by this Amendment (the “Amended Loan Agreement”)
and the Security Agreement as amended by this Amendment (the “Amended Security Agreement”, together with the Amended Loan
Agreement, the “Amended Agreements”).


 


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


 


C.            No Conflict.  The execution and delivery by each Obligor of
this Amendment and the performance by each Obligor of the Amended Agreements do
not and will not (i) require any consent or approval of the shareholders,
partners or members of any such 


 


12

















 


entity not already obtained; (ii) contravene such
entity’s Organizational Documents; (iii) violate any provision of or cause
or result in a breach of or constitute a default under any law, rule,
regulation (including, without limitation, Regulation U of the Board of
Governors of the Federal Reserve System), order, writ, judgment, injunction,
decree, determination, or award presently in effect having applicability to
such entity; (iv) cause or result in a breach of or constitute a default
under any indenture or loan or credit agreement or any other agreement, lease,
or instrument to which such entity is a party or by which it or its properties
may be bound or affected; (v) cause or result in or require the creation
or imposition of any Lien upon or with respect to any of the properties now
owned or hereafter acquired by such Obligor except as contemplated by this
Agreement; or (vi) violate any provision of any indenture, agreement, or
other instrument to which any Borrower, Guarantor, or any of their respective
properties or assets are bound, and will not be in conflict with, result in a
breach of, or constitute (with due notice and/or lapse of time) a default under
any such indenture, agreement, or other instrument, or result in the creation
or imposition of any lien, charge, or encumbrance of any nature whatsoever upon
any of said properties or assets.


 


D.            Governmental Consents.  The execution and delivery by each Obligor of
this Amendment and the performance by each Obligor of the Amended Agreements do
not and will not require any authorization, consent, approval, license or
exemption of, or any registration, qualification, designation, declaration or a
filing with any court or governmental department, commission, board, bureau,
agency or instrumentality, domestic or foreign, except as have been obtained.


 


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


 


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


 


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


 


Section 5.              MISCELLANEOUS


 


A.            Reference to and Effect on the Loan Agreement, the
Security Agreement and the Other Loan Documents.


 


13

















 


1.             On
and after the First Amendment Effective Date, each reference in the Loan
Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like
import referring to the Loan Agreement, and each reference in the Loan
Documents to the “Loan Agreement”, “thereunder”, “thereof’ or words of like
import referring to the Loan Agreement shall mean and be a reference to the
Amended Loan Agreement.


 


2.             On
and after the First Amendment Effective Date, each reference in the Security
Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like
import referring to the Security Agreement, and each reference in the Loan
Documents to the “Security Agreement”, “thereunder”, “thereof’ or words of like
import referring to the Security Agreement shall mean and be a reference to the
Amended Security Agreement.


 


3.             Except
as specifically amended by this Amendment, the Loan Agreement, the Security
Agreement and the other Loan Documents shall remain in full force and effect
and are hereby ratified and confirmed.


 


4.             The
execution, delivery and performance of this Amendment shall not, except as
expressly provided herein, constitute a waiver of any provision of, or operate
as a waiver of any right, power or remedy of Agent or any Lender under, the
Loan Agreement, the Security Agreement or any of the other Loan Documents, or
serve to effect a novation of the Indebtedness.


 


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


 


C.            Headings.  Section and subsection headings in this
Amendment are included herein for convenience of reference only and shall not
constitute a part of this Amendment for any other purpose or be given any
substantive effect.


 


D.            Applicable Law.  THIS AMENDMENT SHALL IN ALL RESPECTS BE
GOVERNED BY THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA.


 


E.             Counterparts; Effectiveness.  This Amendment may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which when so executed and delivered shall be deemed an original, but all
such counterparts together shall constitute but one and the same instrument;
signature pages may be detached from multiple separate counterparts and
attached to a single counterpart so that all signature pages are
physically attached to the same document. 
Any facsimiled, electronically
transmitted, or photocopied signatures hereto shall be deemed original
signatures hereto, all of which shall be equally valid.  This Amendment (other than the
provisions of Sections 1 and 2 hereof, the effectiveness of which is
governed by Section 3 hereof) shall become effective upon the execution of
a counterpart hereof by Obligors, Agent and Lenders and receipt by Obligors and
Agent of written or telephonic notification of such execution and authorization
of delivery thereof.


 


14

















 


Section 6.              ACKNOWLEDGEMENT AND CONSENT BY
GUARANTOR


 


Guarantor hereby acknowledges that it has read this Amendment and
consents to the terms thereof, and hereby confirms and agrees that,
notwithstanding the effectiveness of this Amendment, the obligations of
Guarantor under its Guaranty shall not be impaired or affected and the
applicable Guaranty is, and shall continue to be, in full force and effect and
is hereby confirmed and ratified in all respects.  Guarantor further agrees that nothing in the
Loan Agreement, Security Agreement, this Amendment or any other Loan Document
shall be deemed to require the consent of Guarantor to any future amendment to
the Loan Agreement or Security Agreement.


 


Section 7.              RELEASORS.


 


7.1          Each
Borrower and Guarantor hereby acknowledges and agrees that, as of the First
Amendment Effective Date, no right of offset, defense, counterclaim, claim,
cause of action or objection in favor of any Borrower and Guarantor against the
Lenders (including all lenders prior to the First Amendment Effective Date) or
the Agent, any other agent or any Issuer exists arising out of or with respect
to (i) the Indebtedness, the Loan Agreement, the Security Agreement or any
of the other Loan Documents; (ii) any other documents evidencing, securing
or in any way relating to the foregoing, or (iii) the administration or
funding of the Loans, the Commitment or the issuance of Letters of Credit or
Tri-Party Agreements.


 


7.2          Each
Borrower and Guarantor hereby expressly waives, releases and relinquishes any
and all defenses, setoffs, claims, counterclaims, causes of action or
objections, if any, against such Lenders, the Agent, the other agents or any
Issuer, whether known or unknown, both at law and in equity, only to the extent
arising out of any matter, cause or event occurring on or prior to the First
Amendment Effective Date.


 


7.3          Each
Borrower and Guarantor for itself, each other Borrower and Guarantor and their
respective successors and assigns in interest and any person that may
derivatively or otherwise assert a claim through or by any of the foregoing to
the fullest extent permitted by applicable law (collectively, the “Releasors”) waives and releases against
each Agent, each Issuer and each Lender and each of their respective employees,
agents, representatives, consultants, attorneys, fiduciaries, servants,
officers, directors, partners, predecessors, successors and assigns, subsidiary
corporations, parent corporations, related corporate divisions, participants
and assigns (collectively, the “Releasees”),
and covenants not to commence or pursue any litigation or action, claims,
demands, causes of action, suits, debts, sums of money, accounts, bonds, bills,
covenants, contracts, controversies, agreements, promises, setoffs,
recoupments, counterclaims, defenses, expenses, damages and/or judgments,
whatsoever in law or in equity (whether matured, unmatured, contingent or
non-contingent) that relate in any way, either directly or indirectly, to the
Loan Agreement, the Security Agreement, any other Loan Documents, the
transactions contemplated thereby or any action by Agents, Lenders or any other
Releasee in any way related thereto, whether known or unknown, which each of
the Releasors had, now has or may have, in each case only to the extent arising
out of any matter, cause or event occurring prior to the First Amendment
Effective Date.  Each of the Releasors
hereby agrees that federal or state laws, rights, rules or legal
principles of any other jurisdiction which may be applicable thereto, to the
extent that they apply to the matters released hereby, are knowingly and
voluntarily waived and 


 


15

















 


relinquished by such Releasors, to the full extent
that such rights and benefits pertaining to the matters released herein may be
waived, and each of the Releasors hereby agrees and acknowledges that this
waiver is an essential term of this Amendment, without which Agent and Lenders
would not have entered into this Amendment. 
Each of the Releasors represents and warrants that it has not purported
to transfer, assign, pledge or otherwise convey any of its right, title or
interest in any matter released hereby to any other Person.  In connection with the release in this
Amendment, each of the Releasors acknowledges that it is aware it may hereafter
discover claims presently unknown or unsuspected, or facts in addition to or
different from those which such Releasors now knows or believes to be true,
with respect to the matters released herein. 
Nevertheless, it is each of the Releasors’ intent in executing this
Agreement to fully, finally and forever release and settle such matters to the
extent they arise out of any matter, cause or event occurring prior to the
First Amendment Effective Date.  In
making this release, each of the Releasors has consulted with counsel
concerning the effect thereof.


 


Section 8.              LIMITED WAIVER.


 


Each Borrower
and Guarantor hereby represents and warrants that no Default or Event of
Default with respect to such Borrower or Guarantor has occurred and continues
to exist immediately prior to the occurrence of the First Amendment Effective
Date and immediately prior to giving effect to the consummation of the First
Amendment other than (i) the Obligors’ failure to comply with the
Liquidity covenant in Section 8.8 of the Loan Agreement for the quarter
ending on December 31, 2008 resulting in an Event of Default under Section 9.2
of the Loan Agreement (the “Liquidity Event of Default”),
and (ii) the Obligors’ failure 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
resulting in an Event of Default under Section 9.1 of the Loan Agreement
(the “Overadvance Payment Event of Default”,
together with the Liquidity Event of Default, the “Prior Events
of Default”).  In reliance
upon such representation and warranty, upon the satisfaction of the conditions
set forth in Section 3, the undersigned Lenders hereby waive the Prior
Events of Default.  Without limiting the
generality of the provisions of the covenants set forth in the Loan Agreement,
the waiver set forth herein shall be limited precisely as written and relates
solely to the noncompliance by the Borrowers and Guarantor with respect to the
Prior Events of Default in the manner and to the extent described in this
paragraph, and nothing in this paragraph shall be deemed to (a) constitute
a waiver of compliance by Borrowers and Guarantor with respect to any term,
provision or condition of the Loan Agreement or any other Loan Document or any
other instrument or agreement referred to herein or therein or (b) prejudice
any right or remedy that the Agent, Issuing Lender, any Agent or any Lender may
now have or may have in the future under or in connection with the Loan
Agreement or any other Loan Document or any other instrument or agreement
referred to therein.


 


[The remainder of page intentionally
left blank.]


 


16
















 


IN WITNESS
WHEREOF, the parties hereto have caused this Amendment
to be duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.


 


	
  Master Borrower:

  	
  Greenwood Financial Inc., a Delaware
  corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  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:

  	
  Lawrence J. Dugan

  
	
   

  	
   

  	
  Name:

  	
  Lawrence J. Dugan

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  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

  



 


 


[Borrowers’
signatures continued on the following page]


 


 


(Signature Page to First
Amendment to Loan Agreement and Security Agreement)


 

















 


	
   

  	
  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:

  	
  Lawrence J. Dugan

  
	
   

  	
   

  	
  Name:

  	
  Lawrence J. Dugan

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 


 


[Borrowers’
signatures continued on the following page]


 


 


(Signature Page to First
Amendment to Loan Agreement and Security Agreement)


 

















 


	
  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:

  	
  Lawrence J. Dugan

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Lawrence J. Dugan

  
	
   

  	
   

  	
   

  	
  Title:

  	
  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

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Garry P. Herdler

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  Executive Vice President and Chief
  Financial Officer

  
								



 


 


	
  Guarantor:

  	
  Orleans Homebuilders, Inc., a Delaware
  corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Garry P. Herdler

  
	
   

  	
   

  	
  Name:

  	
  Garry P. Herdler

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and Chief
  Financial Officer

  



 


 


[Agent’s signature continued on the next page]


 


 


(Signature Page to First
Amendment to Loan Agreement and Security Agreement)


 

















 


	
  Agent:

  	
  Wachovia Bank, National
  Association

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Nathan R.
  Rantala

  
	
   

  	
   

  	
  Name:

  	
  Nathan R. Rantala

  
	
   

  	
   

  	
  Title:

  	
  Director

  



 


 


[Lenders’ signature continued on the next page]


 


 


(Signature Page to First
Amendment to Loan Agreement and Security Agreement)


 

















 


	
   

  	
  LENDER SIGNATURE PAGE TO WAIVER LETTER WITH GREENWOOD FINANCIAL INC.
  AS MASTER BORROWER, DATED AS OF FEBRUARY 11, 2009:

  
	
   

  	
   

  
	
   

  	
  WACHOVIA BANK,

  
	
   

  	
  NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Nathan R. Rantala

  
	
   

  	
   

  	
  Nathan R. Rantala, Director

  



 


 


(Signature Page to First
Amendment to Loan Agreement and Security Agreement)


 

















 


	
   

  	
  LENDER SIGNATURE PAGE TO FIRST AMENDMENT TO LOAN AGREEMENT AND
  SECURITY AGREEMENT WITH GREENWOOD FINANCIAL INC. AS MASTER BORROWER, DATED AS
  OF FEBRUARY 11, 2009:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Sean Finnegan

  
	
   

  	
   

  	
  Name:

  	
  Sean Finnegan

  
	
   

  	
   

  	
  Title:

  	
  Sr. Vice President

  
					



 


 


(Signature Page to First Amendment to Loan Agreement and Security
Agreement)


 

















 


	
   

  	
  LENDER SIGNATURE PAGE TO FIRST AMENDMENT TO LOAN AGREEMENT AND
  SECURITY AGREEMENT WITH GREENWOOD FINANCIAL INC. AS MASTER BORROWER, DATED AS
  OF FEBRUARY 11, 2009:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SOVEREIGN BANK

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  William J. Crowley

  
	
   

  	
   

  	
  Name:

  	
  William J. Crowley

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President

  
					



 


 


(Signature Page to First Amendment to Loan Agreement and Security
Agreement)


 

















 


	
   

  	
  LENDER SIGNATURE PAGE TO FIRST AMENDMENT TO LOAN AGREEMENT AND
  SECURITY AGREEMENT WITH GREENWOOD FINANCIAL INC. AS MASTER BORROWER, DATED AS
  OF FEBRUARY 11, 2008:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MANUFACTURERS AND TRADERS TRUST COMPANY

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Bernard T. Shields

  
	
   

  	
   

  	
  Name:

  	
  Bernard T. Shields

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
					



 


 


(Signature Page to First Amendment to Loan Agreement and Security
Agreement)


 

















 


	
   

  	
  LENDER SIGNATURE PAGE TO FIRST AMENDMENT TO LOAN AGREEMENT AND
  SECURITY AGREEMENT WITH GREENWOOD FINANCIAL INC. AS MASTER BORROWER, DATED AS
  OF FEBRUARY     , 2009:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NATIONAL CITY BANK

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
				



 


 


(Signature Page to First Amendment to Loan Agreement and Security
Agreement)


 
















 


	
   

  	
  LENDER SIGNATURE PAGE TO FIRST AMENDMENT TO
  LOAN AGREEMENT AND SECURITY AGREEMENT WITH GREENWOOD FINANCIAL INC. AS MASTER
  BORROWER, DATED AS OF FEBRUARY 11, 2009:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FIRSTRUST BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Gary S. Kinn

  
	
   

  	
   

  	
  Name: Gary S. Kinn

  
	
   

  	
   

  	
  Title:   SVP

  



 


 


(Signature Page
to First Amendment to Loan Agreement and Security Agreement)


 

















 


	
   

  	
  LENDER SIGNATURE PAGE TO FIRST AMENDMENT TO
  LOAN AGREEMENT AND SECURITY AGREEMENT WITH GREENWOOD FINANCIAL INC. AS MASTER
  BORROWER, DATED AS OF FEBRUARY 11, 2009:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GUARANTY BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Linda Garcia

  
	
   

  	
   

  	
  Name: Linda Garcia

  
	
   

  	
   

  	
  Title:   Senior Vice
  President

  



 


 


(Signature Page
to First Amendment to Loan Agreement and Security Agreement)


 

















 


	
   

  	
  LENDER SIGNATURE PAGE TO FIRST AMENDMENT TO
  LOAN AGREEMENT AND SECURITY AGREEMENT WITH GREENWOOD FINANCIAL INC. AS MASTER
  BORROWER, DATED AS OF FEBRUARY 11, 2009:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CITIZENS BANK OF PENNSYLVANIA

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Bruce G. Shearer

  
	
   

  	
   

  	
  Name: Bruce G. Shearer

  
	
   

  	
   

  	
  Title:   Senior Vice President

  



 


 


(Signature Page
to First Amendment to Loan Agreement and Security Agreement)


 

















 


	
   

  	
  LENDER SIGNATURE PAGE TO FIRST AMENDMENT TO
  LOAN AGREEMENT AND SECURITY AGREEMENT WITH GREENWOOD FINANCIAL INC. AS MASTER
  BORROWER, DATED AS OF FEBRUARY 11, 2009:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TD BANK, NA, successor by merger to
  Commerce Bank, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Robert E. Delany

  
	
   

  	
   

  	
  Name: Robert E. Delany

  
	
   

  	
   

  	
  Title:   Vice President

  



 


 


(Signature Page
to First Amendment to Loan Agreement and Security Agreement)


 

















 


	
   

  	
  LENDER SIGNATURE PAGE TO FIRST AMENDMENT TO
  LOAN AGREEMENT AND SECURITY AGREEMENT WITH GREENWOOD FINANCIAL INC. AS MASTER
  BORROWER, DATED AS OF FEBRUARY 11, 2009:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SUNTRUST BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Janet R. Naifeh

  
	
   

  	
   

  	
  Name: Janet R. Naifeh

  
	
   

  	
   

  	
  Title:   Senior Vice President

  



 


 


(Signature Page
to First Amendment to Loan Agreement and Security Agreement)


 

















 


	
   

  	
  LENDER SIGNATURE PAGE TO FIRST AMENDMENT TO
  LOAN AGREEMENT AND SECURITY AGREEMENT WITH GREENWOOD FINANCIAL INC. AS MASTER
  BORROWER, DATED AS OF FEBRUARY 11, 2009:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  REGIONS BANK, successor by merger to Amsouth
  Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Daniel McClurkin

  
	
   

  	
   

  	
  Name: Daniel McClurkin

  
	
   

  	
   

  	
  Title:   Vice President 

  



 


 


(Signature Page
to First Amendment to Loan Agreement and Security Agreement)


 

















 


	
   

  	
  LENDER SIGNATURE PAGE TO FIRST AMENDMENT TO
  LOAN AGREEMENT AND SECURITY AGREEMENT WITH GREENWOOD FINANCIAL INC. AS MASTER
  BORROWER, DATED AS OF FEBRUARY     , 2009:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FRANKLIN
  BANK, SSB

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


(Signature Page
to First Amendment to Loan Agreement and Security Agreement)


 

















 


	
   

  	
  LENDER SIGNATURE PAGE TO FIRST AMENDMENT TO
  LOAN AGREEMENT AND SECURITY AGREEMENT WITH GREENWOOD FINANCIAL INC. AS MASTER
  BORROWER, DATED AS OF FEBRUARY 11, 2009:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  COMERICA
  BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Laura L. Benson

  
	
   

  	
   

  	
  Name: Laura L. Benson

  
	
   

  	
   

  	
  Title:  Vice President 

  



 


 


(Signature Page
to First Amendment to Loan Agreement and Security Agreement)


 
















 


	
   

  	
  LENDER SIGNATURE PAGE TO FIRST AMENDMENT TO LOAN AGREEMENT AND
  SECURITY AGREEMENT WITH GREENWOOD FINANCIAL INC. AS MASTER BORROWER, DATED AS
  OF FEBRUARY     , 2009:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  COMPASS BANK, an Alabama Banking
  Corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Johanna Duke Paley

  
	
   

  	
   

  	
  Name: Johanna Duke Paley

  
	
   

  	
   

  	
  Title: SVP

  



 


 


(Signature Page to First Amendment to Loan
Agreement and Security Agreement)


 

















 


	
   

  	
  LENDER SIGNATURE PAGE TO FIRST AMENDMENT TO LOAN AGREEMENT AND
  SECURITY AGREEMENT WITH GREENWOOD FINANCIAL INC. AS MASTER BORROWER, DATED AS
  OF FEBRUARY     , 2009:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE BANK, N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


(Signature Page to First Amendment to Loan Agreement and Security
Agreement)


 

















 


	
   

  	
  LENDER SIGNATURE PAGE TO FIRST AMENDMENT TO LOAN AGREEMENT AND SECURITY
  AGREEMENT WITH GREENWOOD FINANCIAL INC. AS MASTER BORROWER, DATED AS OF
  FEBRUARY 11, 2009:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LaSALLE BANK, NATIONAL ASSOCIATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Sean Finnegan

  
	
   

  	
   

  	
  Name: Sean Finnegan

  
	
   

  	
   

  	
  Title:  Sr. Vice President

  



 


 


(Signature Page to First Amendment to Loan Agreement and Security
Agreement)


 

















 


	
   

  	
  LENDER SIGNATURE PAGE TO FIRST AMENDMENT TO LOAN AGREEMENT AND
  SECURITY AGREEMENT WITH GREENWOOD FINANCIAL INC. AS MASTER BORROWER, DATED AS
  OF FEBRUARY     , 2009:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DEUTSCHE BANK TRUST COMPANY AMERICAS

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


(Signature Page to First Amendment to Loan Agreement and Security
Agreement)


 

















 


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.

  



 


 


(Signature
Page to First Amendment to Loan Agreement and Security Agreement)


 

















 


	
  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.

  



 


 


(Signature Page to First Amendment to Loan Agreement and Security
Agreement)