December
18, 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 (as amended, 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 and to
that certain Amendment Extension Letter dated October 30, 2009 from the Agent
and agreed to and accepted by the Lenders and Obligors (the “First
Amendment Extension Letter”).  Capitalized terms not otherwise
defined herein shall have the meanings ascribed to such terms in the Agreement
and the First Amendment Extension Letter as applicable. This letter shall be
referred to as the “Second
Amendment Extension Letter”.

     

    1.           Requests by
Obligors.

     

    A.           As
set forth in the First Amendment Extension Letter, the Obligors notified the
Agent and Lenders that the Anticipated Events of Default were predicted to occur
under the Agreement and requested that the Lenders waive the Anticipated Events
of Default for a limited period of time.  In addition to the
Anticipated Events of Default, the Obligors have notified Agent that they
anticipate that the following Events of Default will occur: (i) under Sections
9.1 and 9.2 of the Agreement on December 20, 2009 as a result of the anticipated
inability of the Obligors to repay and satisfy all obligations of the Obligors
under the Agreement and other Loan Documents and cash collateralize the Issuer’s
maximum liability under all outstanding Letters of Credit on the Maturity Date
as required under Section 2.3.1.1, 2.3.2.1 and 2.1.4.3 of the Agreement (the
“Anticipated
Maturity Date Default”), (ii) under Section 9.1 of the Agreement as a
result of the anticipated failure of the Obligors to pay the second additional
fee (the “Second
Additional Fee”) on December 20, 2009 as required under Section 2.6.5 of
the Agreement (the “Second
Fee Payment Default”), (iii) under Section 9.11 of the Agreement as a
result of the anticipated failure of the Obligors to make interest payments
under the OHI Financing Subordinated Debt (the “OHI
Subordinated Debt Default”), and (iv) under Section 9.3 of the Agreement
as a result of the possible insolvency of the Obligors and the possible
inability of the Obligors to pay their debts as they mature (the “Solvency
Default”).  The definition “Anticipated
Events of Default” shall be deemed to include the Anticipated Maturity
Date Default, the Second Fee Payment Default, the OHI Subordinated Debt Default
and the Solvency Default.  Notwithstanding anything herein to the
contrary, the Second Additional Fee will be fully earned on December 20,
2009.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    B.           Pursuant
to the terms and conditions set forth in the First Amendment Extension Letter,
the Agent and the Lenders temporarily waived the Anticipated Events of Default
through and including November 30, 2009 (unless otherwise extended by Agent
pursuant to Section 2B of this First Amendment Extension Letter).

     

    C.           Pursuant
to that certain letter dated December 4, 2009 and effective November 30, 2009,
the Agent extended the Amendment Extension Period until December 20,
2009.

     

    D.           The
Agent and Obligors have engaged in good faith discussions relating to the terms
upon which the Agent and Lenders would consider amending and restating the
Agreement and waiving the Anticipated Events of Default (the “Amendment Terms”).  Neither
the  Lenders nor Agent have approved the Amendment Terms and have no
obligation to do so. The final terms of an amendment to the Agreement, if
ultimately agreed to by the Lenders and Agent, may contain terms which are not
specifically addressed in the current Amendment Terms. If no amendment to the
Agreement is entered into by the end of the Extension Period, then the Limited
Wavier and Amendment Extension (defined below) set forth herein shall expire at
that time in accordance with Section 2B herein.

     

    E.           The
Obligors have requested that the Agent and the Lenders further extend the
Amendment Extension Period in order to give the parties additional time to
conduct additional due diligence, obtain the necessary approvals and document
the Amendment Terms.

     

    2.           Limited Waiver and Amendment
Extension.

    


    A.           Subject
to the terms and conditions set forth herein, the Agent and the Lenders agree to
temporarily waive the Anticipated Events of Default (the “Limited
Waiver and Amendment Extension”), at all times from the period (such
period being the “Amendment
Extension Period”) commencing on the date hereof through and including
January 29, 2010 (unless otherwise extended by Agent pursuant to Section 2B of
this Second Amendment Extension Letter), provided that such Limited Waiver and
Amendment Extension shall end on the date when one or more of the events
described in this Section 2A occurs:

    


    (i)           A
creditor of any Obligor exercises or commences any enforcement action against
any Obligor (including, without limitation, the acceleration of any OHI
Financing Subordinated Debt) as a result of OHI Financing Inc.’s failure to make
interest payments or any other default under the OHI Financing Subordinated
Debt;

    


    (ii)          One
or more of the Lenders notifies the Agent that it is unwilling or unable to
consent to the Amendment Terms and in the reasonable judgment of Agent, the
Obligors and such Lender(s) will be unable to reach a mutual agreement within a
reasonable period of time;


    
      
         


      

      
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    (iii)        The
making of any bonus payments, incentive payments or any other similar payment by
Guarantor or its Affiliates to any officer, director, employee or affiliate
(other than commission or construction bonus payments to field personnel in the
ordinary course of business) during the Amendment Extension Period;

    


    (iv)        If
any Notice of Borrowing for general working capital and corporate purposes fails
to provide sufficient detail of the intended use of such advance or if such use
is not deemed satisfactory to Agent but such payment is made over Agent’s
objection;

    


    (v)         If
Obligors fail to deliver Financial Statements to Agent on the next Business Day
after filing same with the Securities and Exchange Commission;

    


    (vi)        Failure
to deliver to Agent any and all offers made to purchase the Obligors or their
assets outside the ordinary course of business;

    


    (vii)       Any
Obligor shall commence construction on any Units for which there is not a
Qualifying Agreement of Sale without the prior written consent of the
Agent;

    


    (viii)      Purchase
of any Real Estate, Lots or Units by any Obligor without the prior written
consent of the Agent;

    


    (ix)         Failure
of Guarantor and its subsidiaries (such subsidiaries who are not Obligors,
“Pledgors”)
to maintain all deposit accounts and securities accounts (the “Controlled
Accounts”) subject to a security interest and control agreements in favor
of Agent; provided that
Controlled Accounts shall not include (x) escrow, trust, customer deposit,
payroll or similar accounts, or any funds held in such accounts, (the “Customer
Accounts”), (y)  accounts that are restricted by legal or
regulatory requirements from being pledged, or any funds held in such accounts,
(“Regulated
Accounts”) and (z) certain accounts together with any successor accounts
agreed to by Agent, or any funds held in such accounts, with an aggregate value
not to exceed $7,500,000 (the “Other
Accounts”), in each case listed in perfection certificate delivered
pursuant to Section 4A(viii) hereof (the Customer Accounts, Regulated Accounts
and the Other Accounts, collectively, the “Excluded
Accounts”);

    


    (x)          Failure
of the report delivered by Obligors pursuant to Section 6.1.4 of the Agreement
to list the balances of Cash and Cash Equivalents in all Excluded Accounts for
each day of the previous week;

    


    (xi)         If
Guarantor holds and/or own Cash and Cash Equivalents (including without
limitation the Controlled Accounts and the Excluded Accounts) determined on a
consolidated basis in an amount in excess of $12,000,000 with respect to
unrestricted Cash and Cash Equivalents; provided that
Guarantor may hold and/or own Cash or Cash Equivalents in excess of $12,000,000
on a consolidated basis for no longer than two (2) consecutive Business Days so
long as Borrowers reduce such amount during such period by repaying the Loans or
otherwise reducing such amount in a manner permitted by the
Agreement;

    


    (xii)        If
Obligors file an amendment to any federal tax return claiming a tax refund with
respect to the current net operating loss carryback law, without (x)
concurrently filing any and all forms required by Agent, so that the proceeds of
any such refund to which the Obligors may be entitled is delivered directly to
Agent on behalf of the Lenders (in connection with its security interest in such
federal tax refund) and made payable to Agent for the ratable benefit of
Lenders, and (y) obtaining prior written approval of Agent of such filing and
forms; and



    
      
         


      

      
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    (xiii)       The
occurrence of any other Event of Default (that is, any Event of Default caused
by or resulting from something other than the Anticipated Events of Default)
under the Agreement or under any of the other Loan Documents.

    


    B.           At
the end of the Amendment Extension Period, the Limited Waiver and Amendment
Extension shall terminate and the Anticipated Events of Default shall, effective
as of the end of the Amendment Extension Period, immediately constitute Events
of Default under Article IX under the Agreement without the requirement of
further notice or an opportunity to cure, and Agent and Lenders shall be
entitled to immediately exercise all of their respective rights and remedies
under the Loan Documents and applicable law.  Notwithstanding the
foregoing, so long as no Event of Default has occurred other than the
Anticipated Events of Default and on or prior to January 29, 2010 the Obligors
have obtained all necessary approvals and consents and Obligors and Agent have
satisfactorily documented the Amendment Terms, the Amendment Extension Period
may be extended by Agent with respect to the Anticipated Events of Default
through February 12, 2010 upon written notice to Master Borrower; provided that any
extension of the Amendment Extension Period shall not be deemed a final approval
of any amendment and restatement of the Credit Agreement by Agent or any
Lender.

    


    C.           Without
limiting the generality of the provisions of subsection 11.10 of the Agreement,
the waiver set forth herein shall be limited precisely as written and relates
solely to the noncompliance by Obligors with the provisions of the Agreement set
forth in Section 1A, 1B and 1C of the First Amendment Extension Letter and
Section 1A of this Second Amendment Extension Letter in the manner and to the
extent described on or prior to the date on which the Amendment Extension Period
terminates, and nothing in this Second Amendment Extension Letter shall be
deemed to:

    


    (i)           constitute
a waiver of (x) any Event of Default or noncompliance by the Obligors with
respect to the provisions of the Agreement other than the Anticipated Events of
Default or (y) compliance by the Obligors with respect to any other term,
provision or condition of the Agreement (including, without limitation,
violations or breaches of the Agreement that are similar in nature to those
included in Anticipated Events of Default but cover different time periods) or
any other Loan Document; or

    


    (ii)          prejudice
any right or remedy that Agent or any Lender may now have or may have in the
future under or in connection with the Agreement or any other Loan Document
(except to the extent such right or remedy was based upon existing defaults or
Anticipated Events of Default that have been temporarily waived after giving
effect to this Second Amendment Extension Letter).



    
      
         


      

      
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    3.      
     Borrowing Base, No Swing Line Loans, Subordinated
Debt, Continuation of Lending

    


    A.           During
the Amendment Extension Period and as a result of giving effect to the Limited
Waiver and Amendment Extension, the Borrowing Base and Borrowing Base
Availability calculations as shown on the Borrowing Base Certificates delivered
on or after October 30, 2009 will be made using the modifications to the
definition of Borrowing Base Availability and Article III of the Agreement
pursuant to the Third Amendment notwithstanding that such modifications, by
their terms, are otherwise no longer effective.  Notwithstanding the
foregoing or anything contained in the Agreement to the contrary, during the
Amendment Extension Period, Borrowing Base Availability shall be reduced dollar
for dollar by the aggregate amount of liability relating to any outstanding
Letters of Credit or Tri-Party Agreement for which a draw request has been made
as of the date of such draw request and (without duplication) by any payments
made as a result of a drawing under a Letter of Credit or Tri-Party Agreement
that have not yet become Loans as of the date of such payment.

    


    B.           On
and after the date hereof: (i) the definition of “Collateral” shall be deemed to
include the deposit accounts and securities accounts pledged to Agent pursuant
to the security agreement delivered pursuant to Section 4A(ix) of this Second
Amendment Extension Letter; (ii) the definition of “Security Agreement” shall be
deemed to include the security agreement delivered pursuant to Section 4A(ix) of
this Second Amendment Extension Letter; and (iii) “Subsidiary” shall mean, with
respect to any Person, any corporation, partnership, trust, limited liability
company, association, Joint Venture or other business entity of which more than
50% of the total voting power of shares of stock or other ownership interests
entitled (without regard to the occurrence of any contingency) to vote in the
election of the members of the Governing Body is at the time owned or
controlled, directly or indirectly, by that Person or one or more of the other
Subsidiaries of that Person or a combination thereof.

    


    C.           Solely
with respect to the Consolidated Tangible Net Worth Covenant contained in
Section 8.2 of the Agreement, the Obligors may make certifications (i) and (ii)
in any Notice of Borrowing delivered during the Amendment Extension Period
without giving effect to the accrual of the First Additional Fee and Second
Additional Fee, and the Loans and the cash collateralization of Letters of
Credit as of the Maturity Date.

    


    D.           During
the Amendment Extension Period, (i) Borrowers shall not deliver and Swing Line
Lender shall not accept any Notice of Borrowing for a Swing Line Loan, and (ii)
there shall be no borrowings under any Swing Line Loan.

    


    E.           The
Obligors hereby request, and Agent, Issuer and Lenders hereby agree, that
Letters of Credit may be extended to February 26, 2010 pursuant to the terms of
the Agreement other than the requirement on the part of the Borrowers to post
cash collateral under Section 2.1.4.3 of the Agreement; provided that
Borrowers must continue to post cash collateral for any Defaulting Lender’s
share of each such Letter of Credit pursuant to Section 2.1.4.4 of the
Agreement.



    
      
         


      

      
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    F.           Terms
used in this Section 3F shall have the meanings ascribed to such terms in the
Consent.  Each Lender signatory hereto hereby consents to the Exchange
I Transaction; provided that (i) the modifications to the terms of the Existing
Indenture I Documents are substantially similar to, and not less favorable to
the Obligors and Lenders than, the modifications made to the Existing Indenture
II Documents in the Exchange II Transaction, as determined by Agent, including
without limitation substantially similar covenants, events of default, interest
rates, proportional principal increase, redemption provisions, subordination
provisions, maturity date, transaction fees and other material terms, (ii) the
Exchange I Transaction is consummated during the Amendment Extension Period (as
may be extended by Agent pursuant to Section 2B of this Amendment Extension
Letter), (iii) the documentation for the Exchange I Transaction shall be in form
and substance satisfactory to Agent, and (iv) no Event of Default or any
condition or event that, after notice or lapse of time or both, would constitute
an Event of Default (other than the Anticipated Events of Default) has occurred
and is continuing as of the effective date of the Exchange I Transaction, which
condition shall be evidenced by a certificate delivered by Obligors to Agent
dated as of the effective date of the Exchange I Transaction certifying the
same.  Each Lender signatory hereto further consents and agrees that
the Debt created or incurred pursuant to the Exchange I Transaction (including
the guaranty thereof by Guarantor) shall constitute OHI Financing Subordinated
Debt and that the guaranty of such debt by Guarantor as provided in the Exchange
I Documents shall constitute Permitted Debt.

    


    G.           Notwithstanding
anything to the contrary in Section 2 of the Agreement, (i) Lenders shall
continue to extend to Borrowers the Line of Credit and (ii) the Unused Fee shall
continue to accrue, in each case after the Maturity Date and during the
Amendment Extension Period, subject to the other terms of the Agreement and this
Second Amendment Extension Letter.

    


    4.           Conditions
Precedent.  The Limited
Waiver shall become effective, as of the date hereof and as provided herein,
only upon the satisfaction of all of the following conditions precedent to the
satisfaction of the Agent (the date of satisfaction of such conditions being
referred to herein as the “Effective
Date”):

    


    A.           On
or before the Effective Date, Obligors shall deliver to Agent the following,
each in form and substance satisfactory to the Agent and, unless otherwise
noted, dated the Effective Date:

    


    (i)           A
certificate, dated as of the Effective Date of the respective Secretary, general
partner, manager or members of each Borrower, Guarantor and Pledgor, certifying
either Organizational Documents of such entity attached to such certificate or
that there have been no changes to its respective Organizational Documents
delivered to Lenders on September 30, 2008;

    


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

    


    (iii)         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, Guarantor and Pledgor, certifying the names and true signatures of the
officers or other authorized Persons of such Borrower, Guarantor and Pledgor
authorized to sign this Amendment Extension Letter;



    
      
         


      

      
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    (iv)        Signature
pages of this Amendment Extension Letter executed by each Obligor;

    


    (v)         All
due diligence items requested by or on behalf of Agent and its advisors,
including without limitation a consolidating balance sheet for Guarantor and its
Affiliates, updated company models reflecting implementation of the current
Amendment Terms, letter of credit analysis, and any other diligence item
reasonably requested by or on behalf of Agent or its advisors;

    


    (vi)        a
per Unit budget for operations relating to Discontinued Assets (as contemplated
by the Amendment Terms) and Continuing Assets (as contemplated by the Amendment
Terms), including a line item for payments, if any, on account of agreements
between the Borrowers and their existing trade creditors providing for
discounted cash payments on existing trade debt;

    


    (vii)       evidence
of Obligors’ filing of an amendment to Obligors’ 2008 federal tax return
claiming a tax refund with respect to the current net operating loss carryback
law, concurrently filed with any forms required by Agent, so that the proceeds
of any such refund to which the Obligors may be entitled is delivered directly
to Agent on behalf of the Lenders (in connection with its security interest in
such federal tax refund) and made payable to Agent for the ratable benefit of
Lenders;

    


    (viii)      an
executed perfection certificate for each Obligor and Pledgor, with complete
schedules attached thereto;

    


    (ix)         executed
(by each owner of a Controlled Account as well as the institution where such
Controlled Account is located, as applicable) security agreements, deposit
account control agreements and securities account control agreements creating a
valid and perfected security interest in favor of  the Agent for the
ratable benefit of the Lenders in all Controlled Accounts;
and



    
      
         


      

      
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    (x)          the
Obligors shall have caused the Other Accounts and the funds therein, including
the proceeds of any sale of the funds therein, to be transferred to one or more
Affiliates of Agent (whereupon they shall continue to constitute Other Accounts
for the purposes hereof); provided that (1) by
virtue of such action by the Obligors, the Agent and Lenders shall not acquire
any right or interest in or to the Other Accounts, whether by way of security
interest, pledge, lien, encumbrance, right of set-off or other right created by
contract, statute, common law, equity or otherwise (other than any right
acquired by way of contract between Wachovia Bank, N.A. or its Affiliates and
the owner of such Other Accounts arising as a result of Wachovia Bank, N.A. or
its Affiliates or their successors in interest holding such Other Accounts as
custodian or depository institution), and explicitly waive any such right or
interest that Agent or Lenders could acquire in the Other Accounts, whether or
not there exists at the time, or any time, an Event of Default; and (2) the
Obligors shall have the unfettered right to take, in their sole discretion, any
and all actions with respect to the assets in the Other Accounts, including,
without limitation, the payment or transfer thereof to any Person or Persons
whatsoever, whether or not there exists at the time, or any time, an Event of
Default; provided that (i)
Obligors shall not deposit any additional funds in the Other Accounts after the
date hereof, even if Obligors have used or depleted the funds in the Other
Accounts, (ii) the Obligors shall not transfer the funds in the Other Accounts
to any account not located at Agent or an Affiliate of Agent; (iii)
notwithstanding the foregoing clauses (1) and (2) of this Section 4A(x), the
Agent and Lenders have not waived, and this Section 4A(x) shall not constitute a
waiver of, any rights the Agent or Lenders would have under the Agreement if the
Other Accounts were held by a third party custodian and not by Agent, an
Affiliate of Agent, any of the Lenders, including without limitation as
creditors of the Obligors to seek to obtain a judgment against the owners of the
Other Accounts after an Event of Default and in connection therewith to garnish
the Other Accounts, and (iv) notwithstanding anything to the contrary in this
Section 4A(x), Obligors agree that any amendment to the Agreement that extends
the Maturity Date in accordance with the term sheet containing the Amendment
Terms shall require security agreements, deposit account control agreements and
securities account control agreements creating a valid and perfected security
interest in favor of  the Agent for the ratable benefit of the Lenders
in all Other Accounts.

    


    B.           Lenders
shall have executed this Amendment Extension Letter.

    


    C.           On
or before the Effective Date, all corporate and other proceedings taken or to be
taken by any Obligor or Pledgor 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.

    


    D.           Borrowers
shall have paid (i) to Agent, all of Agent’s outstanding expenses under the Loan
Documents, including inspection and appraisal costs, (ii) to Reed Smith LLP and
Schnader Harrison Segal and Lewis LLP, counsel to Agent, all fees and expenses
invoiced through the date hereof; and (iii) to Capstone Advisory Group LLC,
financial advisor to the Agent, all fees and expenses invoiced through the date
hereof.

    


    E.           Satisfaction
of the conditions set forth in this Section 4 shall be evidenced by the delivery
by Agent to Master Borrower of executed signatures pages for the Agent and
Requisite Lenders.

    


    5.           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 Amendment Extension
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.


    
      
         


      

      
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    6.           Representations.  In
order to induce Lenders to enter into this Amendment Extension Letter and to
grant the Limited Waiver in the manner provided herein, each Obligor represents
and warrants to each Lender that the following statements are true, correct and
complete:

    


    A.           Acknowledgement of
Indebtedness.  (i) Absent the Limited Waiver set forth herein,
the Anticipated Events of Default would be likely to occur and, if any
Anticipated Event of Default were to occur, the Obligors would not likely be
able to cure it and such Anticipated Event of Default would continue to exist;
(ii) the Indebtedness are valid and enforceable against Obligors; and (iii)
neither Lenders nor Agent has unconditionally waived in any respect any or all
of such Anticipated Events of Default or its respective rights and remedies with
respect thereto except as specifically set forth herein, and but for the Limited
Waiver, Obligors have no defenses whatsoever to the exercise of any rights and
remedies by Agent or Lenders, and each Obligor waives any and all further
notice, presentment, notice of dishonor or demand with respect to the
same.

    


    B.           Corporate Power and
Authority.  Each Obligor has all requisite power and authority
to enter into this Amendment Extension Letter and to carry out the transactions
contemplated by, and perform its obligations under, the Agreement as temporarily
modified by this Second Amendment Extension Letter (the “Amended
Agreement”).

    


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

    


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


    
      
         


      

      
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    E.           Governmental
Consents.  The execution and delivery by each Obligor of this
Amendment Extension Letter and the performance by each Obligor of the Amended
Agreement 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.

    


    F.           Binding
Obligation.  This Amendment Extension Letter has been duly
executed and delivered by each Obligor and this Amendment Extension Letter and
the Amended Agreement 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.

    


    G.           Incorporation of
Representations and Warranties From Loan Documents.  After
giving effect to the Limited Waiver, 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 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.

    


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

    


    7.           No
Impairment.  Except as to the
Limited Waiver contained herein, nothing contained in this Amendment Extension
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 Indebtedness or the documentation therefor, or
an agreement or commitment by the Agent or the Lenders to extend or otherwise
modify the Indebtedness.

    


    8.           Termination
of Limited Waiver.  Failure of any of
the Obligors or Pledgors to satisfy any of the terms or conditions in this
Amendment Extension 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, and the Agent and the Lenders shall be entitled to immediately
exercise all of their respective rights and remedies under the Loan Documents
and applicable law.



    
      
         


      

      
        10

        
          

        

      

      
         


      

    

    


    9.           Miscellaneous.

     

    A.           Headings.  The
headings and underscoring of articles, sections and clauses and the naming of
any document or defined term, including this Amendment Extension Letter, have
been included herein for convenience only and shall not be considered in
interpreting this Amendment Extension Letter.

     

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

     

    C.           Integration.  This
Amendment Extension 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 Amendment Extension 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 Amendment Extension Letter
are declared to be severable.

     

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

     

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

     

    G.           Counterparts.  This
Amendment Extension 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 Amendment Extension Letter.  Any facsimiled,
electronically transmitted, or photocopied signatures hereto shall be deemed
original signatures hereto, all of which shall be equally valid.

     

    [Signature
Pages Follow]


    
      
         


      

      
        11

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              	 
      	
                      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 SECOND AMENDMENT EXTENSION LETTER WITH GREENWOOD
      FINANCIAL INC. AS MASTER BORROWER, DATED AS OF DECEMBER 18,
      2009:

                
	 
      	 
      
	 
      	
                  WACHOVIA
      BANK,

                
	 
      	
                  NATIONAL
      ASSOCIATION

                
	 
      	 
      
	 
      	
                  By:

                	/s/
      Nathan R. Rantala  
	 
      	 
      	
                  Nathan
      R. Rantala, Director

                


        

      

    

    


    (Signature
Page to Limited Waiver)


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          	 
      	
                  LENDER
      SIGNATURE PAGE TO SECOND AMENDMENT EXTENSION LETTER WITH GREENWOOD
      FINANCIAL INC. AS MASTER BORROWER, DATED AS OF DECEMBER 18,
      2009:

                
	 
      	 
      
	 
      	
                  BANK
      OF AMERICA, N.A.

                
	 
      	 
      
	 
      	
                  By:

                	/s/ John
      A. Mc Donald  
	 
      	 
      	
                  Name:
      John A. Mc Donald

                
	 
      	 
      	
                  Title:  
      S.V.P.

                


        

      

    

     

    (Signature
Page to Limited Waiver)


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            	 
      	
                    LENDER
      SIGNATURE PAGE TO SECOND AMENDMENT EXTENSION LETTER WITH GREENWOOD
      FINANCIAL INC. AS MASTER BORROWER, DATED AS OF DECEMBER 18,
      2009:

                  
	 
      	 
      	 
      
	 
      	
                    SOVEREIGN
      BANK

                  
	 
      	 
      	 
      
	 
      	
                    By:

                  	/s/
      Richard M. Quinn  
	 
      	 
      	
                    Name:
      Richard M. Quinn

                  
	 
      	 
      	
                    Title:  
      Senior Vice
President

                  


          

        

      

    

     

    (Signature
Page to Limited Waiver)


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                	 
      	
                        LENDER
      SIGNATURE PAGE TO SECOND AMENDMENT EXTENSION LETTER WITH GREENWOOD
      FINANCIAL INC. AS MASTER BORROWER, DATED AS OF DECEMBER 18,
      2009:

                      
	 
      	 
      	 
      
	 
      	
                        MANUFACTURERS
      AND TRADERS TRUST COMPANY

                      
	 
      	 
      	 
      
	 
      	
                        By:

                      	/s/
      Anne Brehony
	 
      	 
      	
                        Name:
      Anne Brehony

                      
	 
      	 
      	
                        Title:  
      Vice
President

                      


              

            

          

        

      

    

    


    (Signature
Page to Limited Waiver)


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          
            	 
      	
                    LENDER
      SIGNATURE PAGE TO SECOND AMENDMENT EXTENSION LETTER WITH GREENWOOD
      FINANCIAL INC. AS MASTER BORROWER, DATED AS OF DECEMBER 18,
      2009:

                  
	 
      	 
      	 
      
	 
      	
                    PNC BANK,
      N.A. successor to NATIONAL CITY BANK

                  
	 
      	 
      	 
      
	 
      	
                    By:

                  	/s/
      Christopher Guyer  
	 
      	 
      	
                    Name:
      Christopher Guyer

                  
	 
      	 
      	
                    Title: 
       Vice
President

                  


          

        

      

    

     

    (Signature
Page to Limited Waiver)


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          
            	 
      	
                    LENDER
      SIGNATURE PAGE TO SECOND AMENDMENT EXTENSION LETTER WITH GREENWOOD
      FINANCIAL INC. AS MASTER BORROWER, DATED AS OF DECEMBER 18,
      2009:

                  
	 
      	 
      	 
      
	 
      	
                    FIRSTRUST
      BANK

                  
	 
      	 
      	 
      
	 
      	
                    By:

                  	/s/
      Seth Mackler  
	 
      	 
      	
                    Name:
      Seth Mackler

                  
	 
      	 
      	
                    Title:  
      Senior Vice
President

                  


          

        

      

    

    


    (Signature
Page to Limited Waiver)


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          
            	 
      	
                    LENDER
      SIGNATURE PAGE TO SECOND AMENDMENT EXTENSION LETTER WITH GREENWOOD
      FINANCIAL INC. AS MASTER BORROWER, DATED AS OF DECEMBER 18,
      2009:

                  
	 
      	 
      	 
      
	 
      	
                    COMPASS
      BANK, an Alabama banking corporation (successor in interest to Guaranty
      Bank)

                  
	 
      	 
      	 
      
	 
      	
                    By:

                  	/s/
      Linda Garcia  
	 
      	 
      	
                    Name:
      Linda Garcia

                  
	 
      	 
      	
                    Title:  
      Senior Vice
President

                  


          

        

      

    

    


    (Signature
Page to Limited Waiver)


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          
            	 
      	
                    LENDER
      SIGNATURE PAGE TO SECOND AMENDMENT EXTENSION LETTER WITH GREENWOOD
      FINANCIAL INC. AS MASTER BORROWER, DATED AS OF DECEMBER 18,
      2009:

                  
	 
      	 
      	 
      
	 
      	
                    CITIZENS
      BANK OF PENNSYLVANIA

                  
	 
      	 
      	 
      
	 
      	
                    By:

                  	/s/
      Marianne E. Herbst
	 
      	 
      	
                    Name:
      Marianne E. Herbst

                  
	 
      	 
      	
                    Title:  
      Vice President

                  


          

        

      

    

     

    (Signature
Page to Limited Waiver)


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          	 
      	
                  LENDER
      SIGNATURE PAGE TO SECOND AMENDMENT EXTENSION LETTER WITH GREENWOOD
      FINANCIAL INC. AS MASTER BORROWER, DATED AS OF DECEMBER 18,
      2009:

                
	 
      	 
      	 
      
	 
      	
                  TD
      BANK, NA, successor by merger to Commerce

                  Bank,
      N.A.

                
	 
      	 
      	 
      
	 
      	
                  By:

                	/s/
      Kendall Jones
	 
      	 
      	
                  Name:
      Kendall Jones

                
	 
      	 
      	
                  Title:  
      VP

                


        

      

    

     

    (Signature Page to Limited
Waiver)

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        
          	 
      	
                  LENDER
      SIGNATURE PAGE TO SECOND AMENDMENT EXTENSION LETTER WITH GREENWOOD
      FINANCIAL INC. AS MASTER BORROWER, DATED AS OF DECEMBER 18,
      2009:

                
	 
      	 
      	 
      
	 
      	
                  SUNTRUST
      BANK

                
	 
      	 
      	 
      
	 
      	
                  By:

                	/s/
      Janet R. Naifeh
	 
      	 
      	
                  Name:
      SunTrust Bank

                  JANET R. NAIFEH

                
	 
      	 
      	
                  Title:  
      Senior Vice President

                


        

      

    

    


    (Signature
Page to Limited Waiver)


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          	 
      	
                  LENDER
      SIGNATURE PAGE TO SECOND AMENDMENT EXTENSION LETTER WITH GREENWOOD
      FINANCIAL INC. AS MASTER BORROWER, DATED AS OF DECEMBER 18,
      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 SECOND AMENDMENT EXTENSION LETTER WITH GREENWOOD
      FINANCIAL INC. AS MASTER BORROWER, DATED AS OF DECEMBER 18,
      2009:

                
	 
      	 
      	 
      
	 
      	
                  COMERICA
      BANK

                
	 
      	 
      	 
      
	 
      	
                  By:

                	/s/
      Laura L. Benson
	 
      	 
      	
                  Name:
      Laura L. Benson

                
	 
      	 
      	
                  Title:  
      Vice President

                


        

      

    

    


    (Signature
Page to Limited Waiver)


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          	 
      	
                  LENDER
      SIGNATURE PAGE TO SECOND AMENDMENT EXTENSION LETTER WITH GREENWOOD
      FINANCIAL INC. AS MASTER BORROWER, DATED AS OF DECEMBER 18,
      2009:

                
	 
      	 
      	 
      
	 
      	
                  COMPASS
      BANK, an Alabama Banking Corporation

                
	 
      	 
      	 
      
	 
      	
                  By:

                	/s/
      Linda Garcia
	 
      	 
      	
                  Name:
      Linda Garcia

                
	 
      	 
      	
                  Title:  
      Senior Vice President

                


        

      

    

    


    (Signature
Page to Limited Waiver)


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          	 
      	
                  LENDER
      SIGNATURE PAGE TO SECOND AMENDMENT EXTENSION LETTER WITH GREENWOOD
      FINANCIAL INC. AS MASTER BORROWER, DATED AS OF DECEMBER 18,
      2009:

                
	 
      	 
      	 
      
	 
      	
                  JPMORGAN
      CHASE BANK, N.A.

                
	 
      	 
      	 
      
	 
      	
                  By:

                	/s/
      Michael J. Burke
	 
      	 
      	
                  Name:
      Michael J. Burke

                
	 
      	 
      	
                  Title:  
      SVP

                


        

      

    

    


    (Signature
Page to Limited Waiver)

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        
          	 
      	
                  LENDER
      SIGNATURE PAGE TO SECOND AMENDMENT EXTENSION LETTER WITH GREENWOOD
      FINANCIAL INC. AS MASTER BORROWER, DATED AS OF DECEMBER 18,
      2009:

                
	 
      	 
      
	 
      	
                  DEUTSCHE
      BANK TRUST COMPANY AMERICAS

                
	 
      	 
      	 
      
	 
      	
                  By:

                	/s/
      Keith C. Braun
	 
      	 
      	
                  Name:
      Keith C. Braun

                
	 
      	 
      	
                  Title:  
      Managing Director

                


        

      

    

     

    
      	 
      	
              By:

            	/s/
      D. Lazarov
	 
      	 
      	
              Name:
      D. Lazarov

            
	 
      	 
      	
              Title:  
      Managing Director

            


    

     

    (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
-