Exhibit
10.1


 


GREENWOOD
FINANCIAL INC.


 


SECOND
AMENDMENT


TO
SECOND AMENDED AND RESTATED


REVOLVING
CREDIT LOAN AGREEMENT


 


 


This
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED
REVOLVING CREDIT LOAN AGREEMENT (this “Amendment”)
is dated as of August 13, 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 that certain Second
Amended and Restated Revolving Credit Loan Agreement dated as of September 30,
2008, by and among Obligors, Lenders and Agent, as amended by that First
Amendment to Second Amended and Restated Revolving Credit Loan Agreement and
First Amendment to Security Agreement dated as of February 11, 2009 (as so
amended and as amended, restated, supplemented or otherwise modified from time
to time, the “Loan Agreement”).  Capitalized terms used herein without
definition shall have the same meanings herein as set forth in the Loan
Agreement.


 


RECITALS


 


WHEREAS, Borrowers and
Lenders desire to amend the Loan 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.


 


“Change of
Control” means the occurrence of one or more of the following
events:


 


1.                                       any sale, lease, exchange or other
transfer (in one transaction or a series of related transactions) of all or
substantially all of the assets of the Guarantor to any Person or group of
related Persons for purposes of Section 13(d) of the Securities
Exchange Act of 1934, or any successor 


 

















 


thereto, in each
case as amended from time to time (a “Group”),
together with any Affiliates thereof, on an arm’s length basis with an entity
that is not an Affiliate of OHI Financing, Inc. or the Guarantor; or


 


2.                                       any Person or Group (other than Jeffrey
P. Orleans and his Affiliates and family or any Affiliate of OHI Financing, Inc.
or the Guarantor (collectively, a “Permitted Party”))
shall acquire either by purchase from a Permitted Party or from the Guarantor
through purchase or merger or otherwise, directly or indirectly, beneficially
or of record, shares representing more than 80% of the issued and outstanding
Equity Interests of the Guarantor and more than 50% of the aggregate ordinary
voting power represented by the issued and outstanding Equity Interests of the
Guarantor.


 


“Consent” means that certain Limited
Consent to Exchange Transactions dated as of August 3, 2009 among the
Borrowers, Guarantor, Agent and Requisite Lenders.


 


“Equity Interests” means (a) the
common or preferred equity interest in a corporation, (b) the membership
interests in a limited liability company and (c) the partnership interests
(general or limited) in a partnership.


 


“Second Amendment” means that certain
Second Amendment to Second Amended and Restated Revolving Credit Loan Agreement
dated as of August 13, 2009.


 


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


 


“Subordinated Debt I” means the Debt incurred pursuant to
that certain Junior Subordinated Indenture dated as of September 20, 2005,
among OHI Financing, Inc., Guarantor and Wilmington Trust Company,
including any guaranty of such Debt by Guarantor, and the modifications thereto
permitted by the Consent, together with any refinancing, renewal, replacement
Debt, defeasance or refund thereof in accordance with the provisions of Section 7.7.


 


“Subordinated Debt II” means the Debt
incurred pursuant to that certain Junior Subordinated Indenture dated as of August 3,
2009, between OHI Financing, Inc., as Issuer, and The Bank of New York
Mellon, as Trustee, including any guaranty of such Debt by Guarantor, together
with any refinancing, renewal, replacement Debt, defeasance or refund thereof
in accordance with the provisions of Section 7.7.


 


B.                                    Subsection 1.1 of the Loan Agreement
is hereby further amended by deleting the definitions of “Borrowing Base
Availability”, “Letter of Credit” and “OHI Financing Subordinated Debt”
therefrom in their entirety and substituting the following therefor:


 


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“Borrowing
Base Availability” means, at any time, (i) the amount
determined pursuant to Section 3.3,
based on the most recently delivered Borrowing Base Certificate, minus (ii) the
aggregate amount of liability of Agent under then-outstanding Financial Letters
of Credit, minus (iii) the aggregate amount of Swing Line Loans
outstanding, minus (iv) the aggregate principal amount of all OHI
Financing Subordinated Debt that by its terms matures within one (1) year
and Subordinated Debt that by its terms matures within one (1) year; provided
that for the period commencing on the Second Amendment Effective Date through
and including September 29, 2009, the amount required to be subtracted
pursuant to clause (ii) shall be the amount by which the aggregate amount
of liability of Agent under then-outstanding Financial Letters of Credit
exceeds $5,100,000.


 


“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 letter of credit requirement
under the Subordinated Debt II in an aggregate amount not to exceed $5,000,000.


 


“OHI Financing Subordinated
Debt” means the Subordinated Debt I and the Subordinated Debt II.


 


C.                                    Subsection 1.1 of the Loan Agreement
is hereby further amended by deleting paragraph (vi) in the definition of “Permitted
Debt” and substituting the following therefor:


 


“(vi)                        the guarantees,
as in effect on the Second Amendment Effective Date, or as thereafter modified,
amended or replaced in accordance with the Consent or with Agent’s consent in
accordance with Section 7.7, by Guarantor of the OHI Financing
Subordinated Debt;


 


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


 


A.                                    Section 2.1.3 of the Loan Agreement
is hereby amended by deleting the reference to “this Section 2.1.2 therein
and substituting “this Section 2.1.3” therefor.


 


B.                                    Subsection 2.6.5 of the Loan
Agreement is hereby amended by deleting it in its entirety and substituting the
following therefor:


 


“2.6.5                  Additional Loan Fees.  Borrowers shall pay two additional fees for
the Facility.  The first additional fee
shall be earned and payable on September 30, 2009 and shall be equal to 8%
per annum of the amount by which the aggregate Commitments (based on the
Facility Amount as it exists from time to time) exceeds $250,000,000,
calculated on a daily basis as such Commitments (based on the Facility Amount
as it exists from time to time) exist between the Closing Date and the earlier
of (i) September 30, 2009 and (ii) the date the Commitments are
permanently reduced to $250,000,000 (the “Reduction Date”);
provided that such first additional fee will be reduced by 80% if the
aggregate Commitments have been permanently reduced to $250,000,000 on or
before September 30, 2009.  The
second additional fee shall be earned and payable on December 20, 2009 if
the Indebtedness are not paid in full by such date and such second additional
fee shall be equal to 8% per annum of the amount that the aggregate Commitments
exceeds $250,000,000 calculated on a daily basis as such Commitments exist from
time to time after the Reduction Date.”


 


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


 


A.                                    Section 3.2.2 of the Loan Agreement
is hereby amended by adding the following new sentence at the end thereof:


 


“Notwithstanding
the forgoing, certain parcels of real property located in Chester County,
Pennsylvania commonly referred to as Ewing tracts 4 and 5 (the “Ewing Tracts”), which are not owned by a Borrower, shall be
deemed admitted to the Borrowing Base solely for the period through and
including September 29, 2009; provided that (i) the Appraised
Value attributed to the Ewing Tracts shall be the Appraised Value determined in
the Appraisal dated as of February 6, 2009, (ii) Orleans at Upper
Uwchlan, LP shall have granted a security interest to Agent, as collateral for
the Indebtedness, in (x) its membership interests in the owner of the
Ewing Tracts, Ewing Group LLC, and (y) its right, title and interest to
the Straw Party Agreement dated as of September 22, 2004 among Orleans at
Upper Uwchlan, LP, Ewing Group LLC (formerly Byers Group III LLC) and the other
member of Ewing Group LLC, and (iii) Obligors shall diligently proceed to
record the subdivision for the Ewing Tracts and to cause Orleans at Upper
Uwchlan, LP to grant a mortgage with respect to the lots conveyed to Orleans at
Upper Uwchlan, LP in the Ewing Tracts to Agent promptly upon the recording of
the subdivision.”


 


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


 


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“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 September 30, 2009 in accordance with Section 3.4
shall not exceed 58% and (b) that is delivered on or after September 30,
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.”


 


C.                                    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 September 30,
2009, shall be 65%, and (b) delivered on or after September 30, 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; and


 


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


 


D.                                    Section 3.3.4 for the Loan Agreement
is hereby amended by deleting the fourth and fifth sentences therein in its
entirety and substituting the following therefor:


 


“Master Borrower shall have fifteen (15)
Business Days to respond to the Agent with comments to any Appraisal; however,
the final Appraisal amount shall be determined by the Agent in its sole
discretion after consideration of such comments.  Following the receipt and review of any new
Appraisal, commencing with the next monthly Borrowing Base Certificate
delivered, the appraised values from such Appraisal will be used in the
calculation of the Borrowing Base in compliance with Sections 3.3.2.1, 3.3.2.2
and 3.3.2.3; provided that any change in appraised value resulting from
an Appraisal finalized after July 8, 2009 is not required to be reflected
in any Borrowing Base Certificate delivered after the Second Amendment
Effective Date and before the Borrowing Base Certificate required to be
delivered by October 15, 2009 reflecting the Borrowing Base as of September 30,
2009.”


 


1.4                               Amendments to Article VII:  Negative Covenants.


 


A.                                    Section 7.6 of the Loan Agreement is
hereby amended by deleting the introductory clause therin and substituting the
following therefor:


 


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“Permit
Guarantor or any Borrower, or any Affiliate of Guarantor with respect to clause
(z), to, directly or indirectly, declare, order, pay, make or set apart any sum
for”.


 


B.                                    Section 7.6 of the Loan Agreement is
hereby amended by deleting clause (z) and substituting the following therefor:


 


“(z) providing the
funds for or the making of any payment or prepayment of principal of, premium,
if any, interest on, fees related to, or redemption, purchase, retirement,
defeasance (including in-substance or legal defeasance), sinking fund or
similar payment with respect to, any purchase money mortgages, Subordinated
Debt or the OHI Financing Subordinated Debt, except as permitted by the
Consent, except for”.


 


C.                                    Section 7.6 of the Loan Agreement is
hereby further amended by deleting clause (v) and substituting the
following therefor:


 


“(v) any extension, refinancing, renewal, repayment, replacement,
defeasance, refund or payment of fees with respect to the OHI Financing
Subordinated Debt to the extent approved by the Agent in accordance with Section 7.7
or permitted by the Consent.”


 


D.                                    Section 7.7 of the Loan Agreement is
hereby amended by deleting clause (v) therein and substituting the
following therefor:


 


“(v)                           The aggregate
outstanding principal amount of the OHI Financing Subordinated Debt does not
exceed (i) with respect to the Subordinated Debt II, $93,750,000 plus, (ii) with
respect to the Subordinated Debt I, $30,928,000 plus any increase pursuant to
the Consent, in each case in accordance with the terms thereof as in effect on
the Second Amendment Effective Date or as modified pursuant to the Consent
(plus, in the event of a refinancing described below, all accrued and unpaid
interest thereon and such reasonable expenses incurred in connection
therewith).”


 


1.5                               Amendments to Article VIII:
Financial Covenants.  Subsection 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 shall be (i) from the
Second Amendment Effective Date through September 29, 2009, not less than
$0, and (ii) from and after September 30, 2009, not less than
$10,000,000.


 


1.6                               Amendments to Article IX:
Events of Default.  Article IX of the Loan Agreement is
hereby amended by deleting paragraph 9.4 therein and substituting the following
therefor:


 


“9.4                           (a) the
dissolution or reorganization of a Borrower, other than a dissolution or
reorganization of a Borrower solely as a result of an Internal Reorganization
or (b) a Change of Control.”


 


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1.7                               Amendments to Article XI:
The Agent.


 


A.                                    Section 11.13 of the Loan Agreement
is hereby amended by deleting clause (v) therein and substituting the
following therefor:


 


“(v) has been placed under a receivership or
conservatorship by the Federal Deposit Insurance Corporation (“FDIC”) and the FDIC has not assumed the obligations of such
Lender under the Loan Documents and affirmed to Agent its intent to fully
comply with its obligations under the Loan Documents, in each case in writing
in form and substance satisfactory to Agent”.


 


B.                                    Section 11.13 of the Loan Agreement
is hereby amended by adding the following new sentence at the end thereof:


 


“Notwithstanding
the foregoing, if a Lender (i) was a Defaulting Lender pursuant to clause (v) of
this Section 11.13, and (ii) such Lender is no longer a Defaulting
Lender but is still under an FDIC receivership or conservatorship (a “Special Lender”), then such Special Lender shall be deemed
to have acted with respect to a 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 if such Special Lender does not expressly respond to any request for
such vote consent or direction by the date and time by which a response was
requested.


 


1.8                               Amendments to Article XIII:
Miscellaneous.  Section 13.10 of the Loan Agreement
is hereby amended by deleting the first address for Agent (other than regarding
fundings) therein and substituting the following therefor:


 


“Wachovia Bank,
National Association

301 South College Street

Charlotte, NC  28288

Attention:  Nathan Rantala, Director

Fax:   (704) 383-2647

Email:  Nathan.rantala@wachovia.com”.


 


Section 2.                                          CONDITIONS TO EFFECTIVENESS


 


 Section 1 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 “Second Amendment Effective Date”):


 


A.                                    On or before the Second 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 Second Amendment Effective
Date:


 


1.                                       A certificate, dated as of the Second
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;


 


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2.                                       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 Second Amendment Effective Date;


 


3.                                       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


 


4.                                       Copies of this Amendment executed by each
Obligor.


 


B.                                    Requisite Lenders shall have executed
this Amendment.


 


C.                                    On or before the Second 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.


 


D.                                    Borrowers shall have paid (i) to
Agent, all of Agent’s outstanding expenses under the Loan Documents, including
inspection and appraisal costs, and (ii) to Reed Smith LLP, counsel to
Agent, all fees and expenses invoiced through the date hereof.


 


E.                                      Borrowers shall pay to Agent for the
ratable benefit of each Lender executing this Amendment, an amendment fee equal
to $250,000 in the aggregate.


 


Section 3.                                          OBLIGORS’ REPRESENTATIONS AND WARRANTIES


 


In
order to induce Lenders to enter into this Amendment and to amend the Loan
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 Agreement”).


 


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 


 


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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 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 Second 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 4.                                          MISCELLANEOUS


 


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


 


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


 


3.             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 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.


 


Section 5.              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


 


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confirmed
and ratified in all respects.  Guarantor
further agrees that nothing in the Loan 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.


 


Section 6.              RELEASORS.


 


A.            Each Borrower and Guarantor hereby acknowledges and agrees that, as of
the Second 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 Second 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 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.


 


B.            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
Second Amendment Effective Date.


 


C.            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, 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 Second 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 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 


 


11

















 


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 Second Amendment
Effective Date.  In making this release,
each of the Releasors has consulted with counsel concerning the effect thereof.


 


Section 7.              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 Second Amendment
Effective Date and immediately prior to giving effect to the consummation of
the Second Amendment other than any Default or Event of Default that may have
been caused by, or may have resulted from, the inclusion in the Borrowing Base
prior to August 3, 2009 or the inclusion in any Borrowing Base Certificate
delivered prior to August 3, 2009, of the parcels of real property
commonly known as Byers Station Tract 3 and/or Ewing Tracts 4 and 5 (collectively,
the “Prior Events”).  In reliance upon such representation and
warranty, upon the satisfaction of the conditions set forth in Section 2,
the undersigned Lenders hereby waive any Defaults or Events of Default that may
have been caused by or may have resulted from the Prior Events and agree that
no representation or warranty given by any Borrower or Guarantor prior to the
date hereof will be considered to be false, incorrect or incomplete solely as a
result of the occurrence of the Prior Events. 
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 any noncompliance by the Borrowers
and Guarantor with respect to the Prior Events 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 noncompliance under the Loan Agreement relating to the inclusion of
parcels that are not Eligible Projects in the Borrowing Base or any Borrowing
Base Certificate in the future, (b) constitute a waiver of compliance by
Borrowers and Guarantor with respect to any other 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 (c) 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.]


 


12

















 


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:

  	
  /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

  
	
   

  	
   

  
	
  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:

  	
  /s/ Lawrence J. Dugan

  
	
   

  	
   

  	
  Name:

  	
  Lawrence J. Dugan

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  



 


[Borrowers’ signatures continued on the following page]


 


(Signature
Page to Second Amendment to Second Amended and Restated Revolving Credit Loan
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:

  	
  /s/ 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:

  	
  /s/ Garry P. Herdler

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Garry P. Herdler

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive Vice President and

  
	
   

  	
   

  	
   

  	
   

  	
  Chief Financial Officer

  
	
   

  	
   

  
	
  Guarantor:

  	
  Orleans Homebuilders, Inc., a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ 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
Second Amendment to Second Amended and Restated Revolving Credit Loan
Agreement)


 

















 


	
  Agent:

  	
  Wachovia Bank, National Association

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Nathan R. Rantala

  
	
   

  	
   

  	
  Name:

  	
  Nathan R. Rantala

  
	
   

  	
   

  	
  Title:

  	
  Director

  



 


[Lenders’ signature continued on the next page]


 


(Signature Page to Second Amendment to Second
Amended and Restated Revolving Credit Loan Agreement)


 
















 


	
   

  	
  LENDER
  SIGNATURE PAGE TO SECOND AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING
  CREDIT LOAN AGREEMENT WITH GREENWOOD FINANCIAL INC. AS MASTER BORROWER, DATED
  AS OF AUGUST 13, 2009:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WACHOVIA
  BANK, NATIONAL ASSOCIATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Nathan R. Rantala

  
	
   

  	
   

  	
  Nathan
  R. Rantala, Director

  



 


(Signature Page to Second Amendment to Second Amended and Restated
Revolving Credit Loan Agreement)


 

















 


	
   

  	
  LENDER
  SIGNATURE PAGE TO SECOND AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING
  CREDIT LOAN AGREEMENT WITH GREENWOOD FINANCIAL INC. AS MASTER BORROWER, DATED
  AS OF AUGUST 13, 2009:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BANK
  OF AMERICA, N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John A. McDonald

  
	
   

  	
   

  	
  Name:
  John A. McDonald

  
	
   

  	
   

  	
  Title: SVP

  



 


(Signature
Page to Second Amendment to Second Amended and Restated Revolving Credit Loan
Agreement)


 

















 


	
   

  	
  LENDER
  SIGNATURE PAGE TO SECOND AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING
  CREDIT LOAN AGREEMENT WITH GREENWOOD FINANCIAL INC. AS MASTER BORROWER, DATED
  AS OF AUGUST 13, 2009:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BANK
  OF AMERICA, N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Jonathan M. Barnes

  
	
   

  	
   

  	
  Name:
  Jonathan M. Barnes

  
	
   

  	
   

  	
  Title: Vice President

  



 


(Signature
Page to Second Amendment to Second Amended and Restated Revolving Credit Loan
Agreement)


 

















 


	
   

  	
  LENDER SIGNATURE PAGE TO SECOND AMENDMENT TO
  SECOND AMENDED AND RESTATED REVOLVING CREDIT LOAN AGREEMENT WITH GREENWOOD
  FINANCIAL INC. AS MASTER BORROWER, DATED AS OF AUGUST 13, 2009:

  
	
   

  	
   

  
	
   

  	
  COMERICA BANK

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Laura Benson

  
	
   

  	
   

  	
  Name: Laura Benson

  
	
   

  	
   

  	
  Title: vice President

  



 


(Signature Page to Second
Amendment to Second Amended and Restated Revolving Credit Loan Agreement)


 

















 


	
   

  	
  LENDER SIGNATURE PAGE TO SECOND AMENDMENT TO
  SECOND AMENDED AND RESTATED REVOLVING CREDIT LOAN AGREEMENT WITH GREENWOOD
  FINANCIAL INC. AS MASTER BORROWER, DATED AS OF AUGUST 13, 2009:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  COMPASS BANK, an Alabama Banking Corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven J. Heslop

  
	
   

  	
   

  	
  Name: Steven J. Heslop

  
	
   

  	
   

  	
  Title: SVP

  



 


(Signature Page to Second
Amendment to Second Amended and Restated Revolving Credit Loan Agreement)


 

















 


	
   

  	
  LENDER SIGNATURE PAGE TO SECOND AMENDMENT TO
  SECOND AMENDED AND RESTATED REVOLVING CREDIT LOAN AGREEMENT WITH GREENWOOD
  FINANCIAL INC. AS MASTER BORROWER, DATED AS OF AUGUST 13, 2009:

  
	
   

  	
   

  
	
   

  	
  DEUTSCHE BANK TRUST COMPANY AMERICAS

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dunsun Lazasur

  
	
   

  	
   

  	
  Name: Dunsun Lazasur

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Valerie Shapiro

  
	
   

  	
   

  	
  Name: Valerie Shapiro

  
	
   

  	
   

  	
  Title: Vice President

  



 


(Signature Page to Second
Amendment to Second Amended and Restated Revolving Credit Loan Agreement)


 

















 


	
   

  	
  LENDER
  SIGNATURE PAGE TO SECOND AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING
  CREDIT LOAN AGREEMENT WITH GREENWOOD FINANCIAL INC. AS MASTER BORROWER, DATED
  AS OF AUGUST 13, 2009:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  FIRSTRUST
  BANK

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Seth Muckler

  
	
   

  	
   

  	
  Name:
  Seth Muckler

  
	
   

  	
   

  	
  Title: Senior Vice President

  



 


(Signature
Page to Second Amendment to Second Amended and Restated Revolving Credit Loan
Agreement)


 

















 


	
   

  	
  LENDER
  SIGNATURE PAGE TO SECOND AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING
  CREDIT LOAN AGREEMENT WITH GREENWOOD FINANCIAL INC. AS MASTER BORROWER, DATED
  AS OF AUGUST 13, 2009:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MANUFACTURERS
  AND TRADERS TRUST COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Bernard T. Shields

  
	
   

  	
   

  	
  Name:
  Bernard T. Shields

  
	
   

  	
   

  	
  Title: Vice President

  



 


(Signature
Page to Second Amendment to Second Amended and Restated Revolving Credit Loan
Agreement)


 

















 


	
   

  	
  LENDER
  SIGNATURE PAGE TO SECOND AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING
  CREDIT LOAN AGREEMENT WITH GREENWOOD FINANCIAL INC. AS MASTER BORROWER, DATED
  AS OF AUGUST 13, 2009:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NATIONAL
  CITY BANK

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Christopher Guyer

  
	
   

  	
   

  	
  Name:
  Christopher Guyer

  
	
   

  	
   

  	
  Title: Vice President

  



 


(Signature
Page to Second Amendment to Second Amended and Restated Revolving Credit Loan
Agreement)


 
















 


	
   

  	
  LENDER
  SIGNATURE PAGE TO SECOND AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING
  CREDIT LOAN AGREEMENT WITH GREENWOOD FINANCIAL INC. AS MASTER BORROWER, DATED
  AS OF AUGUST 13, 2009:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  REGIONS
  BANK, successor by merger to Amsouth Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Daniel McClarkin

  
	
   

  	
   

  	
  Name:
  Daniel McClarkin

  
	
   

  	
   

  	
  Title: Vice President

  



 


(Signature
Page to Second Amendment to Second Amended and Restated Revolving Credit Loan
Agreement)


 

















 


	
   

  	
  LENDER
  SIGNATURE PAGE TO SECOND AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING
  CREDIT LOAN AGREEMENT WITH GREENWOOD FINANCIAL INC. AS MASTER BORROWER, DATED
  AS OF AUGUST 13, 2009:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SUNTRUST
  BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Janet R. Naifeh

  
	
   

  	
   

  	
  Name:
  Janet R. Naifeh

  
	
   

  	
   

  	
  Title: Senior Vice President

  



 


(Signature
Page to Second Amendment to Second Amended and Restated Revolving Credit Loan
Agreement)


 

















 


	
   

  	
  LENDER
  SIGNATURE PAGE TO SECOND AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING
  CREDIT LOAN AGREEMENT WITH GREENWOOD FINANCIAL INC. AS MASTER BORROWER, DATED
  AS OF AUGUST 13, 2009:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Robert E. Delaney

  
	
   

  	
   

  	
  Name:
  Robert E. Delaney

  
	
   

  	
   

  	
  Title: Vice President

  



 


(Signature
Page to Second Amendment to Second Amended and Restated Revolving Credit Loan
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.


 

















 


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.