EXHIBIT
10.1


FIRST
AMENDMENT TO AMENDED AND RESTATED

REVOLVING CREDIT LOAN AGREEMENT


GREENWOOD
FINANCIAL, INC.,

A DELAWARE CORPORATION,

AND CERTAIN AFFILIATES

Borrowers


ORLEANS
HOMEBUILDERS, INC.,

A DELAWARE CORPORATION

Guarantor


WACHOVIA
BANK, NATIONAL ASSOCIATION

Administrative Agent


WACHOVIA
CAPITAL MARKETS, LLC

Lead Arranger


BANK OF
AMERICA, N.A.

Syndication Agent

SOVEREIGN BANK

Documentation Agent

MANUFACTURERS AND TRADERS TRUST COMPANY

Documentation Agent

NATIONAL CITY BANK

Documentation Agent

WACHOVIA BANK, NATIONAL ASSOCIATION

FIRSTRUST BANK

GUARANTY BANK

U.S. BANK NATIONAL ASSOCIATION

CITIZENS BANK OF PENNSYLVANIA

COMMERCE BANK, N.A.

SUNTRUST BANK

AMSOUTH BANK

FRANKLIN BANK, SSB

COMERICA BANK

COMPASS BANK, an Alabama Banking Corporation

JPMORGAN CHASE BANK, N.A.

LASALLE BANK NATIONAL ASSOCIATION

DEUTSCHE BANK TRUST COMPANY AMERICAS


Lenders


Dated:  As of November 1, 2006









 



FIRST
AMENDMENT TO AMENDED AND RESTATED

REVOLVING CREDIT LOAN AGREEMENT


This First Amendment to Amended and Restated Revolving
Credit Loan Agreement (“this Amendment”), made as of the 1st day of November,
2006 (the “Effective Date”), by and among GREENWOOD FINANCIAL, INC., a Delaware
corporation (“Master Borrower”), each of the other entities identified on
Schedule 1.1A that is attached hereto as “Borrowers,” the Lenders who are a
party hereto, and WACHOVIA BANK, NATIONAL ASSOCIATION, as Agent for the Lenders
(“Agent”).


BACKGROUND


A.            Master
Borrower, Agent, the Lenders and the Borrowers are parties to an Amended and
Restated Revolving Credit Loan Agreement dated as of January 24, 2006 (the “Agreement”).  All capitalized terms used but not
specifically defined herein have the meanings defined in the Agreement.


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


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


1.             Definitions.


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


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


	
                  (i)            If the relevant Leverage Ratio is:

  	
  the Applicable Spread shall be:

  
	
  Not greater than 1.75:1

  	
  1.65% (165 “basis points”)

  	 

	
  Greater than 1.75:1 and
  not greater than 2.00:1

  	
  1.875% (187.5 “basis points”)

  	 

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

  	
  2.00% (200 “basis points”)

  	 

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

  	
  2.125% (212.5 “basis points”)

  	 

	
  Greater than 3.00:1

  	
  2.25% (225 “basis points”)

  	 




 


(ii)           If,
based on the Covenant Compliance Certificate most recently delivered by
Borrowers, the ratio of (x) the book value of all land owned by Borrowers,
Guarantor or any subsidiary of a Borrower or of Guarantor which is not subject
to a Qualifying Agreement of Sale and on which no Unit is constructed or under
construction to (y) Consolidated Adjusted Tangible Net Worth exceeds 1.50:1,
the Applicable Spread that is determined pursuant to the foregoing clause (i)
shall be increased by one-eighth of one percent (0.125%) per annum (that is, by
12.5 “basis points”).



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(iii)          If,
based on the Covenant Compliance Certificate most recently delivered by
Borrowers, the Debt Service Ratio is less than 2:25:1, the Applicable Spread
that is determined pursuant to the foregoing clause (i) shall be increased by
one-quarter of one-percent (0.25%) per annum (that is, by 25 “basis points”).


(iv)          The
adjustments to the Applicable Spread pursuant to the foregoing clauses (ii) and
(iii) shall be cumulative.


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


“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
principal amount of all Permitted Subordinated Debt that by its terms matures
within one (1) year.


“Consolidated Tangible Net Worth” means, as of any
date, (i) Guarantor’s GAAP net worth minus (ii) goodwill, patents, trademarks,
tradenames, organization expense, unamortized debt discount and expense,
deferred marketing expenses and other intangibles as shown in the Financial
Statements as of the last day of the Last Reported Fiscal Quarter plus (iii)
the amount of any unfunded liability attributable to Guarantor’s Supplemental
Executive Retirement Plan (but only to the extent of any intangible asset
attributable to such plan).


“Debt Service” means, with respect to a Relevant
Accounting Period, (i) interest paid (whether expensed or capitalized) as
reported on Guarantor’s Financial Statements, plus (ii) required principal
payments on any Debt (excluding (a) with, respect to any permitted purchase
money mortgage debt, release prices paid upon the conveyance of any Unit, (b)
principal payments of Loans, Swing Line Loans and Letter of Credit Advances and
(c) the payment due on maturity of Guarantor’s note dated July 28, 2004,
in favor of DB Homes Venture, L.P., in the original principal amount of
$5,000,000) plus (iii) mandatory preferred stock dividend.


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


“Debt Service Ratio” means, as of the last day of any
Fiscal Quarter, the ratio of Guarantor’s Adjusted EBITDA to Debt Service for
the Relevant Accounting Period then ended.


2.             Availability of
Line of Credit. 
Section 2.1.1.1 of the Agreement is hereby deleted, as of the Effective
Date, and the following is inserted in its place:


2.1.1.1 Provided that no
Event of Default has occurred and is continuing, and subject to the terms and
conditions set forth herein, commencing on the Closing Date and expiring on the
Business Day immediately preceding the Maturity Date, Lenders severally, in
accordance with their respective Pro Rata Shares, shall extend to Borrowers the
Line of Credit, pursuant to which each Lender severally shall make advances of
Loans to Borrowers in accordance with such Lender’s Pro Rata Share up to an
aggregate for all Lenders of the Revolving Sublimit, provided that at no time
shall Lenders be obligated to make any Loan if, as a result thereof, (i) the
aggregate outstanding principal balance of all Loans and Swing Line



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Loans would exceed the then-current Borrowing Base
Availability or (ii) the sum of (x) aggregate outstanding principal balance of
all Loans and Swing Line Loans plus (y) the
aggregate maximum liability of Lenders pursuant to then-outstanding Letters of
Credit and Tri-Party Agreements would exceed the Facility Amount.  Borrowers may request Loans for the purpose
of financing the acquisition, development and improvement of Real Estate and
the construction thereon of Units and Improvements, for investment in Joint
Ventures (subject to the limitation in Section 8.4)
and for working capital, and for such other appropriate purposes to which the
Requisite Lenders consent (which consent shall not be unreasonably withheld or
delayed).  Borrowers may borrow, repay
and re-borrow Loans at any time and from time to time prior to the Maturity
Date.


3.             Swing Line
Loans.


3.1           Section 2.1.3 of the
Agreement is hereby deleted, as of the Effective Date, and the following is
inserted in its place:


2.1.3        Amount
and Availability of Swing Line Loans.


Provided that no Event of Default has occurred and is
continuing, and subject to the terms and conditions set forth herein, commencing
on the Closing Date and expiring on the Business Day immediately preceding the
Maturity Date, Swing Line Lender shall extend to Borrowers Swing Line Loans up
to, in the aggregate at any time, the Swing Line Limit, provided that at no
time shall Swing Line Lender be obligated to make any Swing Line Loan if, as a
result thereof, (i) the sum of (a) the aggregate outstanding principal balances
of all Loans, Swing Line Loans and Letter of Credit Advances plus (b) the
aggregate maximum liability of all Issuers under outstanding Letters of Credit
or Tri-Party Agreements would exceed the Revolving Sublimit or (ii) the
aggregate outstanding principal balances of all Loans, Letter of Credit
Advances and Swing Line Loans would exceed the then-current Borrowing Base
Availability.  The Borrowers may request
Swing Line Loans for the purpose of the acquisition of Real Estate and the
construction thereon of Units and Improvements and for working capital.  Borrowers may borrow, repay and re-borrow
Swing Line Loans at any time and from time to time prior to the Maturity
Date.  If a Swing Line Loan is requested
at a time when any Lender is a Defaulting Lender, the amount of the available
Swing Line Loan shall be reduced by such Defaulting Lender’s Pro-Rata Share
thereof.


3.2           Section 2.3.3 of the
Agreement is hereby deleted, as of the Effective Date, and the following is
inserted in its place:


2.3.3        Swing
Line Loans.


2.3.3.1     The entire outstanding principal balance of
each Swing Line Loan, together with all accrued interest thereon, shall be due
and payable without notice or demand on the third (3rd) Business Day after the
Business Day on which such Swing Line Loan was advanced.  If a Swing Line Loan is not paid in full when
due, Lenders shall make a Loan to Borrowers under the Line of Credit, the
proceeds of which shall be used to repay the Swing Line Loan.  Each Loan required to be made pursuant to
this Section 2.3.3.1 to repay a Swing Line



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Loan shall be made automatically by Lenders, without a
Notice of Borrowing from Borrowers for such Loan.


2.3.3.2     If at
a time when there are outstanding both Letter of Credit Advances and Swing Line
Loans and Borrower may, pursuant to Section 2.1.1, obtain a Loan under the Line
of Credit, the proceeds of such new Loan shall be applied first as provided in
this Section 2.3.3 and then as provided in Section 2.3.2.


2.3.3.3     Swing
Line Loans shall bear interest at the applicable Interest Rate and Borrowers
shall pay to Swing Line Lender, on the 15th day of each calendar month, accrued
interest on all outstanding Swing Line Loans.


2.3.3.4     Upon
the making of a Swing Line Loan, each Lender shall be deemed to have purchased
from Swing Line Lender a participation interest therein, in an amount equal to
such Lender’s Pro Rata Share times the amount of the Swing Line Loan.  Upon demand by Swing Line Lender at any time
if the Swing Line Loan for any reason is not paid when due, each Lender shall
promptly provide to Swing Line Lender such Lender’s purchase price for its
participation interest in such Swing Line Loan, calculated as aforesaid.  The obligation of each Lender so to provide
such purchase price to Swing Line Lender shall be absolute and unconditional
and shall not be affected by the occurrence of an Event of Default or of any
other occurrence or event.


3.3           Article XII of the
Agreement is hereby deleted.


4.             Release of Collateral.  Section 2.11.2 of the Agreement is hereby
deleted, as of the Effective Date, and the following is inserted in its place:


2.11.2      If
(i) the Financial Statements provided with respect to two (2) consecutive
Fiscal Quarters each demonstrate that, as of the last day of the subject Fiscal
Quarter, (a) the Leverage Ratio was less than or equal to 2.00:1 (b) the Debt
Service Ratio was greater than or equal to 2.25:1 and (c) the ratio determined
pursuant to clause (ii) of Section 8.5.2 of this Agreement was less than or
equal to 1.25:1, (ii) Master Borrower delivers to Agent, prior to the
expiration of the Fiscal Quarter that next follows the second of such two (2)
Fiscal Quarters, written notice requesting the release by Agent of all
Collateral (but not including the Guaranty) and (iii) at the time Agent
receives such request (the “Collateral Release Date”) there exists no Event of
Default or any fact or circumstance that, but for delivery of notice or passage
of time (or both) would constitute an Event of Default, Agent shall promptly
deliver to Master Borrower such release of liens, satisfaction pieces or other
instruments that are appropriate to cause all Mortgages then held by Agent to
be satisfied of record.  The cost of
preparation of such instruments shall be Lenders’ Costs and Borrowers shall be
responsible to affect the proper recording of such instruments.


5.             Apportionment
of Payments. 
Section 2.12.6 of the Agreement is hereby deleted, as of the Effective
Date, and the following is inserted in its place:


2.12.6      Apportionment
of Payments.  Aggregate principal and
interest payments made by Borrowers in respect of Loans and Letter of Credit
Advances (but not of Swing Line Loans) shall be apportioned proportionately to
each Lender’s respective Pro Rata



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Share. Agent shall, within one (1) Business Day,
distribute to each Lender its share of all payments received by Agent for the
benefit of Lenders, and if any such payment is not so distributed, Agent shall
pay to the intended recipient thereof interest on the unpaid amount thereof at
the Federal Funds rate until paid.  All
payments on account of such Swing Line Loans shall be distributed only to Swing
Line Lender.


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


ARTICLE
VIII. FINANCIAL COVENANTS


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


8.1           Debt Service Coverage.


8.1.1        As
of the last day of at least two (2) Fiscal Quarters in each rolling period of
five (5) consecutive Fiscal Quarters, beginning with the period of five (5)
consecutive Fiscal Quarters ending September 30, 2006, the Debt Service Ratio
shall be greater than or equal to 1.75:1.


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




	
  Fiscal Quarters Ended

  	
   

  	
   

  	
   

  	
  Minimum Required 

  Debt of Service Ratio

  	
   

  
	
  September 30,
  2006

  	
  2.25:1

  
	
  December 31,
  2006

  	
  2.00:1

  
	
  March 31, 2007

  	
  1.65:1

  
	
  June 30, 2007

  	
  1.50:1

  
	
  September 30,
  2007

  	
  1.50:1

  
	
  December 31,
  2007

  	
  1.50:1

  
	
  March 31, 2008

  	
  1.65:1

  
	
  June 30, 2008

  	
  1.80:1

  






 



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  Fiscal Quarters Ended

  	
   

  	
   

  	
   

  	
  Minimum Required 

  Debt of Service Ratio

  	
   

  
	
  September 30,
  2008

  	
  1.80:1

  
	
  If the Maturity
  Date is postponed

  pursuant to Section 2.13:

  	
   

  
	
  December 31,
  2008

  	
  1.80:1

  
	
  Last day of each
  subsequent Fiscal Quarter

  	
  2.25:1

  






 


8.2           Consolidated Tangible Net Worth.  Guarantor shall maintain a minimum
Consolidated Tangible Net Worth that at all times is equal to an amount that is
not less than the sum of (i) ninety percent (90%) of Guarantor’s Consolidated
Tangible Net Worth as of September 30, 2006, plus (ii) an amount equal to
fifty percent (50%) of the net income of Guarantor earned during each Fiscal
Quarter that ends after September 30, 2006 plus (iii) all of the net
proceeds of equity securities issued by Guarantor or any of its subsidiaries
after September 30, 2006.


8.3           Leverage.


8.3.1        As
of the last day of each Fiscal Quarter that ends on or after September 30,
2006, and prior to the Collateral Release Date, Guarantor’s Leverage Ratio
shall not exceed 3.00:1.


8.3.2        As
of the last day of each Fiscal Quarter that ends on or after Collateral Release
Date, Guarantor’s Leverage Ratio shall not exceed 2.25:1.


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


8.5           Ownership of Land.


8.5.1        On
the last day of each Fiscal Quarter that ends on or after September 30,
2006, (i) the aggregate book value of all Approved Land and Raw Land owned by
Borrowers, Guarantor or any subsidiary of a Borrower or Guarantor shall not
exceed thirty percent (30%) of Guarantor’s Consolidated Adjusted Tangible Net
Worth and (ii) the ratio of (a) the book value of all Land owned by Borrowers,
Guarantor or any subsidiary of a Borrower or Guarantor which is not subject to
a Qualifying Agreement of Sale and on which no Unit has been constructed or is
being constructed to (b) Guarantor’s Consolidated Adjusted Tangible Net Worth
shall not exceed the applicable ratio determined as follows:  




	
  Fiscal Quarter Ending

  	
   

  	
   

  	
  Applicable Ratio

  	
   

  	
   

  
	
  September 30,
  2006

  	
  1.85:1

  
	
  December 31,
  2006

  	
  1.85:1

  






 



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  Fiscal Quarter Ending

  	
   

  	
   

  	
  Applicable Ratio

  	
   

  	
   

  
	
  March 31, 2007

  	
  1.75:1

  
	
  June 30, 2007

  	
  1.75:1

  
	
  September 30,
  2007

  	
  1.65:1

  
	
  December 31,
  2007

  	
  1.65:1

  
	
  March 31, 2008
  and thereafter

  	
  1.50:1

  






 


8.5.2        Notwithstanding the provisions of Section 8.5.1 hereof, on the last day of each Fiscal Quarter that
ends on or after the Collateral Release Date (i) the aggregate book value of
all Approved Land and Raw Land owned by Borrowers, Guarantor or any subsidiary
of a Borrower or Guarantor shall not exceed twenty-five percent (25%) of Guarantor’s
Consolidated Adjusted Tangible Net Worth and (ii) the ratio of (a) the book
value of all Land owned by Borrowers, Guarantor or any subsidiary of a Borrower
or Guarantor which is not subject to a Qualifying Agreement of Sale and on
which no Unit has been constructed or is being constructed to (b) Guarantor’s
Consolidated Adjusted Tangible Net Worth shall not exceed 1.25:1.


8.6           Units in Inventory.  At no time shall the aggregate number of
Units (whether completed or under construction) owned by Borrowers, Guarantor
or any subsidiary of Guarantor and not subject to a Qualifying Agreement of
Sale exceed thirty percent (30%) of the total number of Units sold and settled
by Borrowers, Guarantor and all subsidiaries of Guarantor during the
immediately preceding four (4) Fiscal Quarters.


8.7           Reports Regarding Financial
Covenants.  Within fifty (50) days
following the end of each Fiscal Quarter, Borrowers shall submit to Agent a
Covenant Compliance Certificate, in the form attached hereto as Exhibit 8.7 and
executed by the chief financial officer of Guarantor, confirming that the
Borrower is in compliance with the financial covenants of this Article VIII as
of the dates provided herein for compliance.


7.             LSTA Provisions. 
In order to reflect the documentation standards for credit facilities as
contemplated by the Loan Syndications and Trading Association, the following
definitions and provisions are hereby, as of the Effective Date, added to the
Agreement as Article XIV thereof.  To the
extent a term defined in such Article XIV is defined in Section 1.1 of the
Agreement, the definition contained in such Article XIV shall replace such
other definition.


ARTICLE XIV. LSTA
PROVISIONS.


14.1         Additional
Definitions.


“Administrative Questionnaire” means an Administrative Questionnaire in
a form supplied by Agent.


“Affiliate” means, with respect to a specified Person, another Person
that directly, or indirectly through one or more intermediaries, Controls or is
Controlled by or is under common Control with the Person specified.



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“Alternate Interest Rate” means, on any day, the per annum rate of
interest that is equal to the sum of (i) the Federal Funds Rate in effect on
such day plus (ii) one-quarter of one percent (0.25%) per annum (that is, 25 “basis
points”) plus (iii) the Applicable Spread in effect on such day.


“Amendment” means the First Amendment to Amended and Restated Revolving
Credit Loan Agreement, dated as of November 1, 2006, by and among Agent, Master
Borrower, the other Borrowers and Lenders.


“Approved Fund” means any Fund that is administered or managed by
(i) a Lender, (ii) an Affiliate of a Lender or (iii) an entity or an
Affiliate of an entity that administers or manages a Lender.


“Assignment and Assumption” means an assignment and assumption entered
into by a Lender and an Eligible Assignee (with the consent of any party whose
consent is required by Section 13.9.1), and accepted by Agent, in substantially
the form of Exhibit 13.9A attached hereto (which shall replace Exhibit
13.9 hereto) or any other form approved by Agent.


“Change in Law” means the occurrence, after the date of this Agreement,
of any of the following: (i) the adoption or taking effect of any law,
rule, regulation or treaty, (ii) any change in any law, rule, regulation
or treaty or in the administration, interpretation or application thereof by
any Governmental Authority or (iii) the making or issuance of any request,
guideline or directive (whether or not having the force of law) by any
Governmental Authority.


“Control” means the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of a Person,
whether through the ability to exercise voting power, by contract or
otherwise.  “Controlling” and “Controlled”
have meanings correlative thereto.


“Eligible Assignee” means (i) a Lender, (ii) an Affiliate of
a Lender, (iii) an Approved Fund, and (iv) any other Person (other
than a natural person) approved by (a) Agent and (b) unless an Event
of Default has occurred and is continuing, Master Borrower, on behalf of all
Borrowers (each such approval not to be unreasonably withheld or delayed); provided
that notwithstanding the foregoing, “Eligible Assignee” shall not include
Guarantor or any of Guarantor’s Affiliates.


“Environmental Condition” means any condition affecting (i) the work
place where business operations take place, or (ii) any natural resource,
including without limitation the air, soil, surface and groundwater which must
be reported to a Governmental Authority or which must be remediated under any
of the Environmental Laws.


“Environmental Law” means any presently existing or hereafter enacted
or decided federal, state or local statutory or common law relating to
pollution or protection of the environment, including without limitation, any common
law of nuisance or trespass, and any law or regulation relating to emissions,
discharges, releases or threatened release of pollutants, contaminants or
chemicals or industrial, toxic or hazardous substances or wastes into the
environment (including without limitation, ambient air, surface water,
groundwater, land surface or subsurface strata) or otherwise relating to the
manufacture, processing, distribution, use,



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treatment, storage, disposal, transport or handling of
pollutants, contaminants or chemicals, or industrial, toxic or hazardous
substances or wastes.


“Eurocurrency Reserve Requirements” means, for any day as applied to a
Loan, a Swing Line Loan or a Letter of Credit Advance, the aggregate (without
duplication) of the rates (expressed as a decimal fraction) of reserve
requirements in effect on such day (including, without limitation, basic,
supplemental, marginal and emergency reserves under any regulations of the
Board of Governors of the Federal Reserve System or other Governmental Authority
having jurisdiction with respect thereto) dealing with reserve requirements
prescribed for hereforecy funding (currently referred to as “Eurocurrency
Liabilities” in Regulation D of the Board of Governors of the Federal Reserve
System) maintained by a member bank of the Federal Reserve System.


“Excluded Taxes” means, with respect to Agent, any Lender or any other
recipient of any payment to be made by or on account of any obligation of
Borrowers hereunder, (i) taxes imposed on or measured by its overall net
income (however denominated), and franchise taxes imposed on it (in lieu of net
income taxes), by the jurisdiction (or any political subdivision thereof) under
the laws of which such recipient is organized or in which its principal office
is located or, in the case of any Lender, in which its applicable Lending
Office is located, (ii) any branch profits taxes imposed by the United
States of America or any similar tax imposed by any other jurisdiction in which
any Borrower is located and (iii) in the case of a Foreign Lender (other
than an assignee pursuant to a request by Borrowers under Section 13.9.7
hereof), any withholding tax that is imposed on amounts payable to such Foreign
Lender at the time such Foreign Lender becomes a party hereto (or designates a
new Lending Office) or is attributable to such Foreign Lender’s failure or
inability (other than as a result of a Change in Law) to comply with Section
14.3.5 hereof, except to the extent that such Foreign Lender (or its assignor,
if any) was entitled, at the time of designation of a new Lending Office (or
assignment), to receive additional amounts from Borrowers with respect to such
withholding tax pursuant to Section 14.3.1 hereof.


“Federal Funds Rate” means for any day the rate per annum’(based on a
year of 360 days and actual days elapsed, and rounded upward to the nearest
1/100th of one (1%)) percent announced by the Federal
Reserve Bank of New York (or any successor) on such day as being the weighted
average of the rates on overnight federal funds transactions arranged by
Federal funds brokers on the previous trading day, as computed and announced by
such Federal Reserve Bank (or any successor) in substantially the same manner
as such Federal Reserve Bank computes and announces the weighted average it
refers to as the “Federal Funds Effective Rate” as of the Effective Date of the
Amendment; provided, if such Federal Reserve Bank (or its successor) does not
announce such rate on any day, the “Federal Funds Effective Rate” for such day
shall be the Federal Funds Rate for the last day on which such rate was
announced.


“Foreign Lender” means any Lender that is organized under the laws of a
jurisdiction other than that in which any Borrower is resident for tax
purposes.  For purposes of this
definition, the United States of America, each State thereof and the District
of Columbia shall be deemed to constitute a single jurisdiction.



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“Fund” means any Person (other than a natural person) that is (or will
be) engaged in making, purchasing, holding or otherwise investing in commercial
loans and similar extensions of credit in the ordinary course of its business.


“Governmental Authority” means the government of the United States of
America or any other nation, or of any political subdivision thereof, whether
state or local, and any agency, authority, instrumentality, regulatory body,
court, central bank or other entity exercising executive, legislative,
judicial, taxing, regulatory or administrative powers or functions of or
pertaining to government (including any supra-national bodies such as the
European Union or the European Central Bank).


“Indemnified Taxes” means all Taxes other than Excluded Taxes.


“Lending Office” means with respect to a Lender, the office, branch,
subsidiary or affiliate of such Lender identified in the questionnaire
delivered by such Lender to Agent or otherwise selected by such Lender pursuant
to Section 14.7 hereof.


“LIBOR Market Index Rate” means, for any day, a rate per annum
determined in accordance with the following formula (rounded upward to the
nearest 1/100th of 1%):


	
  

  	
  1-month LIBOR
  Rate

  	
   

  
	
   

  	
  1.0—
  Eurocurrency Reserve Requirements

  	
   

  



 


“London Business Day” means any Business Day
on which commercial banks are open for international business (including
dealings in Dollar deposits) in London and in Charlotte, North Carolina.


“1-month LIBOR Rate” means, with respect to each day, the rate for U.S.
dollar deposits of one month maturity as reported on Telerate page 3750 as of
11:00 a.m., London time, on such day or if such day is not a London
Business Day, then the immediately preceding London Business Day (or if not so
reported, then as determined by the Agent from another recognized source or
interbank quotation).


“Other Taxes” means all present or future stamp or documentary taxes or
any other excise or property taxes, charges or similar levies arising from any
payment made hereunder or under any other Loan Document or from the execution,
delivery or enforcement of, or otherwise with respect to, this Agreement or any
other Loan Document.


“Participant” has the meaning set forth in Section 13.9.4 hereof.


“Regulated Substances” means any substance the manufacture, storage,
use, generation, treatment, disposal, transportation or other management of
which is regulated by any of the Environmental Laws.


“Taxes” means all present or future taxes, levies, imposts, duties,
deductions, withholdings, assessments, fees or other charges imposed by any
Governmental Authority, including any interest, additions to tax or penalties
applicable thereto.



 10
 






 



14.2         Alternate
Interest Rate.


14.2.1      If at any time Agent
or the Requisite Lenders shall have reasonably determined (which determination
shall be conclusive and binding upon Borrowers) that, by reason of
circumstances affecting the relevant market, adequate and reasonable means do
not exist for ascertaining the 1-month LIBOR Rate, Agent shall give telecopy,
telephonic or written notice thereof to Master Borrower and the Lenders as soon
as practicable thereafter. If such notice is given, and until such notice has
been withdrawn by Agent, all Loans, Swing Line Loans and Letter of Credit
Advances shall bear interest at the Alternate Interest Rate rather than by
reference to the LIBOR Market Index Rate.


14.2.2      If
any Lender reasonably determines that maintenance of its Loans on which
interest is charged at a rate based on the LIBOR Market Index Rate at a Lending
Office would violate any applicable law, rule, regulation, or directive,
whether or not having the force of law, then Agent shall give telecopy,
telephonic or written notice thereof to Master Borrower and the Lenders as soon
as practicable thereafter. If such notice is given, and until such notice has
been withdrawn by Agent, all Loans, Swing Line Loans and Letter of Credit
Advances shall bear interest at the Alternate Interest Rate rather than by
reference to the LIBOR Market Index Rate.


14.3         Taxes.


14.3.1      Any and all payments
by or on account of any obligation of Borrowers hereunder or under any other
Loan Document shall be made free and clear of and without reduction or
withholding for any Indemnified Taxes or Other Taxes, provided that if
Borrowers shall be required by applicable law to deduct any Indemnified Taxes
(including any Other Taxes) from such payments, then (i) the sum payable
shall be increased as necessary so that after making all required deductions
(including deductions applicable to additional sums payable under this
Section), Agent or the applicable Lender, as the case may be, receives an
amount equal to the sum it would have received had no such deductions been
made, (ii) Borrowers shall make such deductions and (iii) Borrowers
shall timely pay the full amount deducted to the relevant Governmental
Authority in accordance with applicable law.


14.3.2      Without limiting the
provisions of Section 14.3.1, Borrowers shall timely pay any Other Taxes to the
relevant Governmental Authority in accordance with applicable law.


14.3.3      Borrowers shall
indemnify Agent and each Lender, within ten (10) days after demand therefore,
for the full amount of any Indemnified Taxes or Other Taxes (including
Indemnified Taxes or Other Taxes imposed or asserted on or attributable to
amounts payable under this Section 14.3) paid by Agent or such Lender, as the
case may be, and any penalties, interest and reasonable expenses arising
therefrom or with respect thereto, whether or not such Indemnified Taxes or
Other Taxes were correctly or legally imposed or asserted by the relevant
Governmental Authority.  A certificate as
to the amount of such payment or liability delivered to Master Borrower by a
Lender (with a copy to Agent), or by Agent on its own behalf or on behalf of a
Lender, shall be conclusive absent manifest error.



 11
 






 



14.3.4      As soon as practicable
after any payment of Indemnified Taxes or Other Taxes by Borrowers to a
Governmental Authority, Borrowers shall deliver to Agent the original or a
certified copy of a receipt issued by such Governmental Authority evidencing
such payment, a copy of the return reporting such payment or other evidence of
such payment reasonably satisfactory to Agent.


14.3.5      Any Foreign Lender
that is entitled to an exemption from or reduction of withholding tax under the
law of the jurisdiction in which any Borrower is resident for tax purposes, or
any treaty to which such jurisdiction is a party, with respect to payments
hereunder or under any other Loan Document shall deliver to Master Borrower
(with a copy to Agent), at the time or times prescribed by applicable law or
reasonably requested by Master Borrower or Agent, such properly completed and
executed documentation prescribed by applicable law as will permit such
payments to be made without withholding or at a reduced rate of
withholding.  In addition, any Lender, if
requested by Master Borrower or Agent, shall deliver such other documentation
prescribed by applicable law or reasonably requested by Master Borrower or
Agent as will enable Borrowers or Agent to determine whether or not such Lender
is subject to backup withholding or information reporting requirements.  Without limiting the generality of the
foregoing, in the event that a Borrower is resident for tax purposes in the
United States of America, any Foreign Lender shall deliver to Master Borrower
and Agent (in such number of copies as shall be requested by the recipient) on
or prior to the date on which such Foreign Lender becomes a Lender under this
Agreement (and from time to time thereafter upon the request of Master Borrower
or Agent, but only if such Foreign Lender is legally entitled to do so),
whichever of the following is applicable: (i) duly completed copies of
Internal Revenue Service Form W-8BEN claiming eligibility for benefits of an
income tax treaty to which the United States of America is a party,
(ii) duly completed copies of Internal Revenue Service Form W-8ECI,
(iii) in the case of a Foreign Lender claiming the benefits of the
exemption for portfolio interest under section 881I of the Code, (x) a
certificate to the effect that such Foreign Lender is not (A) a “bank” within
the meaning of section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder”
of Master Borrower or any Borrower within the meaning of section 881(c)(3)(B) of
the Code, or (C) a “controlled foreign corporation” described in section
881(c)(3)(C) of the Code and (y) duly completed copies of Internal Revenue
Service Form W-8BEN, or (iv) any other form prescribed by applicable law
as a basis for claiming exemption from or a reduction in United States Federal
withholding tax duly completed together with such supplementary documentation
as may be prescribed by applicable law to permit Borrowers to determine the
withholding or deduction required to be made.


14.3.6      If Agent or a Lender
determines, in its sole discretion, that it has received a refund of any Taxes
or Other Taxes as to which it has been indemnified by Borrowers or with respect
to which Borrowers have paid additional amounts pursuant to this Section, it shall
pay to Master Borrower an amount equal to such refund (but only to the extent
of indemnity payments made, or additional amounts paid, by Borrowers under this
Section with respect to the Taxes or Other Taxes giving rise to such refund),
net of all out-of-pocket expenses of Agent or such Lender, as the case may be,
and without interest (other  than any
interest paid by the relevant Governmental Authority with respect to such
refund), provided that Borrowers, upon the request of Agent or such
Lender, agree to repay the amount so paid over to Master Borrower (plus any
penalties, interest or other charges imposed by the relevant Governmental
Authority) to Agent or such Lender in the event Agent or such Lender is
required to repay such refund to such 



 12
 






 



Governmental Authority.  This Section 14.3.5 shall not be construed to
require Agent or any Lender to make available its tax returns (or any other
information relating to its taxes that it deems confidential) to Master Borrower,
any Borrower or any other Person.


14.4         Increased
Costs.


14.4.1      If any Change in Law
shall: (i) impose, modify or deem applicable any reserve, special deposit,
compulsory loan, insurance charge or similar requirement against assets of,
deposits with or for the account of, or credit extended or participated in by,
any Lender (except the Eurocurrency Reserve Requirements); (ii) subject any
Lender to any tax of any kind whatsoever with respect to this Agreement, any
participation in any Loan made by it, or change the basis of taxation of payments
to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes
covered by Section 14.3 and the imposition of, or any change in the rate of,
any Excluded Tax payable by such Lender); or (iii) impose on any Lender or
the London interbank market any other condition, cost or expense affecting this
Agreement or Loans made by such Lender or participation therein; and the result
of any of the foregoing shall be to increase the cost to such Lender of making
or maintaining any Loan (or of maintaining its obligation to make any such
Loan), or to reduce the amount of any sum received or receivable by such Lender
hereunder (whether of principal, interest or any other amount) then, upon
request of such Lender, Borrowers will pay to such Lender such additional
amount or amounts as will compensate such Lender for such additional costs
incurred or reduction suffered.


14.4.2      If any Lender
determines that any Change in Law affecting such Lender or any Lending Office
of such Lender or such Lender’s holding company, if any, regarding capital
requirements has or would have the effect of reducing the rate of return on
such Lender’s capital or on the capital of such Lender’s holding company, if
any, as a consequence of this Agreement, the Commitment of such Lender or the
Loans made by such Lender to a level below that which such Lender or such
Lender’s holding company could have achieved but for such Change in Law (taking
into consideration such Lender’s policies and the policies of such Lender’s
holding company with respect to capital adequacy), then from time to time
Borrowers will pay to such Lender such additional amount or amounts as will
compensate such Lender or such Lender’s holding company for any such reduction
suffered.


14.4.3      A certificate of a Lender setting forth
the amount or amounts necessary to compensate such Lender or its holding
company, as the case may be, as specified in Section 14.4.1 or 14.4.2 and
delivered to Master Borrower shall be conclusive absent demonstrable error.  Borrowers shall pay such Lender the amount
shown as due on any such certificate within thirty (30) days after receipt
thereof.


14.4.4      Failure or delay on
the part of any Lender to demand compensation pursuant to this Section 14.4
shall not constitute a waiver of such Lender’s right to demand such
compensation, provided that Borrowers shall not be required to
compensate a Lender pursuant to this Section for any increased costs incurred
or reductions suffered more than nine (9) months prior to the date that such
Lender notifies Master Borrower of the Change in Law giving rise to such
increased costs or reductions and of such Lender’s intention to claim
compensation therefore (except that, if the Change in Law giving rise to such
increased costs or reductions is 



 13
 






 



retroactive, then the nine (9) month period referred
to above shall be extended to include the period of retroactive effect
thereof).


14.5         Funding.  Section 2.12.3.2 hereof is hereby deleted and
the following is inserted in its place:


2.12.3.2   Each
Lender shall make the amount of its Pro Rata Share of the Loan or Letter of
Credit Advance available to Agent, in same day funds, not later than noon on
the Funding Date, by wire transfer to Syndication Agency Services, 201 S.
College Street, Charlotte, North Carolina, ABA #053 000 219, Account
#5000000061196, Ref. Orleans Homebuilders, Inc. (or to such other account as
Agent may from time to time advise the Lenders by written notice).  Unless Agent shall have been notified by any
Lender prior to any Funding Date in respect of any requested Loan or of such
Letter of Credit Advance that such Lender does not intend to make available to
Agent such Lender’s Pro Rata Share of the requested Loan or of such Letter of
Credit Advance on such Funding Date, Agent may assume that such Lender has made
such amount available to the requesting Borrower on such Funding Date and Agent
in its sole discretion may, but shall not be obligated to, make available to
the requesting Borrower a corresponding amount on such Funding Date by
depositing the proceeds thereof in the designated Deposit Account of the
requesting Borrower with Agent.  In such
event, if a Lender has not in fact made its Pro Rata Share of the requested
Loan or of such Letter of Credit Advance, available to Agent, then the
applicable Lender and Borrowers severally agree to pay to Agent forthwith on
demand such corresponding amount, with interest thereon, for each day from and
including the date such amount is made available to Borrowers to but excluding
the date of payment to Agent, at (i) in the case of a payment to be made
by such Lender, the Federal Funds Rate and (ii) in the case of a payment
to be made by Borrowers, the Alternate Interest Rate.  If Borrowers and such Lender shall pay such
interest to Agent for the same or an overlapping period, Agent shall promptly
remit to Master Borrower the amount of such interest paid by Borrowers for such
period.  If such Lender pays its Pro Rata
Share of such Loan or Letter of Credit Advance to Agent, then the amount so
paid shall constitute such Lender’s Loan or Letter of Credit Advance.  Any payment by Borrowers shall be without
prejudice to any claim Borrowers may have against a Lender that shall have
failed to make such payment to Agent.


14.6         Manner
and Time of Payment by Borrower.  The
following is hereby added to Section 2.12.5 hereof:


2.12.5      Unless Agent shall
have received notice from Master Borrower prior to the date on which any
payment is due to Agent for the account of the Lenders hereunder that Borrowers
will not make such payment, Agent may assume that Borrowers have made such
payment on such date in accordance herewith and may, in reliance upon such
assumption, distribute to the Lenders the amount due.  In such event, if Borrowers have not in fact
made such payment, then each of the Lenders severally agrees to repay to Agent
forthwith on demand the amount so distributed to such Lender, with interest
thereon, for each day from and including the date such amount is distributed to
it to but excluding the date of payment to Agent, at the Federal Funds Rate.


14.7         Designation
of a Different Lending Office.  If
any Lender requests compensation under Section 14.4, or requires Borrowers to
pay any additional amount to any Lender or any 



 14
 






 



Governmental Authority for the account of any Lender
pursuant to Section 14.3, then such Lender, unless directed by Master Borrower
not to do so, shall use reasonable efforts to designate a different lending
office for funding or booking its Loans hereunder or to assign its rights and
obligations hereunder to another of its offices, branches or affiliates, if, in
the judgment of such Lender, such designation or assignment (i) would
eliminate or reduce amounts payable pursuant to Section 14.3 or Section 14.4,
as the case may be, in the future and (ii) would not subject such Lender
to any unreimbursed cost or expense and would not otherwise be disadvantageous
to such Lender.  Borrowers hereby agree
to pay all reasonable costs and expenses incurred by any Lender in connection
with any such designation or assignment.


14.8         Survival
of Indemnity.  The obligations of
Borrower under Sections 14.3 and 14.4 shall survive payment of the Obligations
and termination of the Agreement.


14.9         Replacement
of Lenders.  If any Lender requests
compensation under Section 14.4, or if Borrowers are required to pay any
additional amount to any Lender or any Governmental Authority for the account
of any Lender pursuant to Section 14.3, then Borrowers may, at their sole
expense and effort, upon notice by Master Borrower to such Lender and Agent,
require such Lender to assign and delegate, without recourse (in accordance
with and subject to the restrictions contained in, and consents required by,
Section 13.9 hereof), all of its interests, rights and obligations under this
Agreement and the related Loan Documents to an Eligible Assignee that shall
assume such obligations (which Eligible Assignee may be another Lender, if a
Lender accepts such assignment), provided that: 
(i) Borrowers shall have paid to Agent the assignment fee specified in
Section 13.9 of the Agreement; (ii) such Lender shall have received payment of
an amount equal to the outstanding principal of its Loans, accrued interest
thereon, accrued fees and all other amounts payable to it hereunder and under
the other Loan Documents from the assignee (to the extent of such outstanding
principal and accrued interest and fees) or Borrowers (in the case of all other
amounts); (iii) in the case of any such assignment resulting from a claim for
compensation under Section 14.4 or payments required to be made pursuant to
Section 14.3, such assignment will result in a reduction in such compensation
or payments thereafter; and (iv) such assignment does not conflict with
applicable law.  A Lender shall not be
required to make any such assignment or delegation if, prior thereto, as a
result of a waiver by such Lender or otherwise, the circumstances entitling
Borrowers to require such assignment and delegation cease to apply.


14.10       Lending
Office.  Each Lender may book its
Pro-Rata Share of Loans and Letter of Credit Advances at any Lending Office
selected by such Lender and may change its Lending Office from time to time.
All terms of this Agreement shall apply to any such Lending Office and the
Loans, Letter of Credit Advances and Notes issued hereunder shall be deemed
held by each Lender for the benefit of any such Lending Office.  Each Lender may, by written notice to Agent
and Master Borrower, designate replacement or additional Lending Offices
through which Loans and Letter of Credit Advances will be made by it and for
whose account Loan payments or a payment with respect to Letter of Credit
Advances are to be made.


14.11       Environmental
Reports.  Section 4.1.10.10 hereof is
hereby deleted, as of the Effective Date, and the following is inserted in its
place:



 15
 






 



4.1.10.10 A Phase I environmental
study for such Project, dated not earlier than twelve (12) months before the
date that the Project is admitted to the Borrowing Base and that complies with
(i) ASTM Standard E1527-00 if the Project is admitted to the Borrower Base
prior to November 1, 2006 or (ii) ASTM Standard E1527-05 if the Project is
admitted to the Borrowing Base on or after November 1, 2006, which study
indicates that the Real Estate is not subject to any Environmental Conditions,
is in compliance with all applicable Environmental Laws, that no Regulated
Substances have been disposed of in, on or under the Real Estate, and that
there are no underground storage tanks in the Real Estate.


14.12       Lender
Default.  The introductory paragraph
of Section 11.13 hereof is hereby deleted, as of the Effective Date, and the
following is inserted in its place:


If any Lender (a “Defaulting Lender”) (i) fails to
fund its Pro Rata Share of any Loan or Letter of Credit Advance on or before
the time required pursuant to this Agreement, (ii) fails to pay Agent,
within twenty (20) days of demand (which demand shall be accompanied by
invoices or other reasonable back up information demonstrating the amount owed)
for such Lender’s Pro Rata Share of any out-of-pocket costs, expenses or
disbursements incurred or made by Agent pursuant to the terms of this Agreement
(the aggregate amount described in the foregoing clauses (i) and (ii) which the
Defaulting Lender fails to pay or fund is referred to as the “Defaulted Amount”), (iii) has given notice to Agent or any Borrower
that it will not make, or that it has disaffirmed or repudiated any obligation
to make, any Loan hereunder (unless such notice is given by all Lenders), or
(iv) has been deemed insolvent or become the subject of a bankruptcy or
insolvency proceeding, then, in addition to the rights and remedies that may be
available to the other Lenders (the “Non-Defaulting Lenders”) at law and in
equity:


14.13       Assignment
and Participation.  Section 13.9
hereof is hereby deleted, as of the Effective Date, and the following is
inserted in its place:


13.9.1      Any Lender may at any
time assign to one or more assignees all or a portion of its rights and
obligations under this Agreement (including all or a portion of its Commitment,
Loans and Letter of Credit Advances at the time owing to it); provided that any
such assignment shall be subject to the following conditions:  (i) in the case of an assignment of the
entire remaining amount of the assigning Lender’s Commitment, Loans and Letter
of Credit Advances at the time owing to it or in the case of an assignment to a
Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be
assigned; (ii) in any case not described in clause (i) of this Section,
the aggregate amount of the Commitment (which for this purpose includes Loans
and Letter of Credit Advances outstanding thereunder) or, if the applicable
Commitment is not then in effect, the principal outstanding balance of the
Loans of the assigning Lender subject to each such assignment (determined as of
the date the Assignment and Assumption with respect to such assignment is
delivered to Agent or, if “Trade Date” is specified in the Assignment and
Assumption, as of the Trade Date) (a) shall not be less than $10,000,000
and, if greater integral multiples of $1,000,000, and (b) unless such
assignment is of all of the assigning Lender’s Commitment, shall not result in
the assigning Lender’s retained Commitment being less than $10,000,000, unless
each of Agent and, so long as no Event of Default has occurred and is
continuing, Master Borrower otherwise consent (each such consent not to be
unreasonably withheld or delayed); (iii) each partial assignment shall be
made as an assignment of a proportionate part of all the assigning Lender’s
rights and obligations under this



 16
 






 



Agreement with respect to the Loans, Letter of Credit
Advances or the Commitment assigned; (iv) no consent shall be required for
any assignment except (x) to the extent required by clause (ii) of this paragraph
and (y) in addition, the consent of Master Borrower (such consent not to be
unreasonably withheld or delayed) shall be required unless (1) an Event of Default has
occurred and is continuing at the time of such assignment or (2) such
assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; and
the consent of Agent (such consent not to be unreasonably withheld or delayed)
shall be required if such assignment is to a Person that is not a Lender with a
Commitment, an Affiliate of such Lender or an Approved Fund with respect to
such Lender; (v) the parties to each assignment shall execute and deliver
to Agent an Assignment and Assumption, together with a processing and
recordation fee of $3,500 for each assignment, and the assignee, if it is not a
Lender, shall deliver to Agent an Administrative Questionnaire; (vi) no
such assignment shall be made to Guarantor, any Borrower or any of Guarantor’s
Affiliates or Subsidiaries; and (vii) no such assignment shall be made to
a natural person.  Any assignment or
transfer by a Lender of rights or obligations under this Agreement that does
not comply with this Section 13.9.1 shall be treated for purposes of this
Agreement as a sale by such Lender of a participation in such rights and
obligations in accordance with Section 13.9.4.


13.9.2      Subject to acceptance
and recording thereof by Agent pursuant to Section 13.9.1, from and after the
effective date specified in each Assignment and Assumption, the assignee
thereunder shall be a party to this Agreement and, to the extent of the
interest assigned by such Assignment and Assumption, have the rights and
obligations of a Lender under this Agreement, and the assigning Lender
thereunder shall, to the extent of the interest assigned by such Assignment and
Assumption, be released from its obligations under this Agreement (and, in the
case of an Assignment and Assumption covering all of the assigning Lender’s
rights and obligations under this Agreement, such Lender shall cease to be a
party hereto) but shall continue to be entitled to the benefits of Sections
13.15, 14.3 and 14.4 hereof with respect to facts and circumstances occurring
prior to the effective date of such assignment.


13.9.3      Agent, acting solely
for this purpose as an agent of Borrowers, shall maintain at its office in
Charlotte, North Carolina, a copy of each Assignment and Assumption delivered
to it and a register for the recordation of the names and addresses of the
Lenders, and the Commitments of, and principal amounts of the Loans and Letter
of Credit Advances owing to, each Lender pursuant to the terms hereof from time
to time (the “Register”).  The entries in
the Register shall be conclusive, and Borrowers, Agent and the Lenders may
treat each Person whose name is recorded in the Register pursuant to the terms
hereof as a Lender hereunder for all purposes of this Agreement,
notwithstanding notice to the contrary. 
The Register shall be available for inspection by Borrowers and any
Lender, at any reasonable time and from time to time upon reasonable prior
notice.


13.9.4      Any Lender may at any
time, without the consent of, or notice to, Borrowers or Agent, sell
participations to any Person (other than a natural person or Guarantor, a
Borrower or any of Guarantor’s Affiliates) (each, a “Participant”) in all or a
portion of such Lender’s rights and/or obligations under this Agreement
(including all or a portion of its Commitment and/or the Loans and Letter of
Credit Advances owing to it); provided that (i) such Lender’s obligations
under this Agreement shall remain unchanged, (ii) such Lender shall remain
solely responsible to the other parties hereto for the performance of such
obligations and (iii) Borrowers, Agent and the Lenders shall continue to
deal solely and directly with such 



 17
 






 



Lender in connection with such Lender’s rights and
obligations under this Agreement.  Any
agreement or instrument pursuant to which a Lender sells such a participation
shall provide that such Lender shall retain the sole right to enforce this
Agreement and to approve any amendment, modification or waiver of any  provision of this Agreement; provided that
such agreement or instrument may provide that such Lender will not, without the
consent of Participant, agree to any amendment, modification or waiver
described in Section 11.10 that requires the consent of all Lenders, that affects such Participant.  Subject to Section 13.9.5, Borrower agrees
that each Participant shall be entitled to the benefits of Sections 13.15, 14.3
and 14.4 hereof  to the same extent as if
it were a Lender and had acquired its interest by assignment pursuant to
Section 13.9.1.  To the extent permitted
by law, each Participant also shall be entitled to the benefits of Section
11.14 as though it were a Lender, provided such Participant agrees to be
subject to Section 11.14 as though it were a Lender.


13.9.5      A Participant shall
not be entitled to receive any greater payment under Sections 14.3 or 14.4
than the applicable Lender would have been entitled to receive with respect to
the participation sold to such Participant, unless the sale of the
participation to such Participant is made with Master Borrower’s prior written
consent.  A Participant that would be a
Foreign Lender if it were a Lender shall not be entitled to the benefits of
Section 14.3 unless Master Borrower is notified of the participation sold to
such Participant and such Participant agrees, for the benefit of Borrowers, to
comply with Section 14.3 as
though it were a Lender.


13.9.6      Any Lender may at any
time pledge or assign a security interest in all or any portion of its rights
under this Agreement to secure obligations of such Lender, including any pledge
or assignment to secure obligations to a Federal Reserve Bank; provided that no
such pledge or assignment shall release such Lender from any of its obligations
hereunder or substitute any such heref or assignee for such Lender as a party
hereto.


13.9.7      Master Borrower may,
by written notice to Agent and any Rejecting Lender, elect to require such
Rejecting Lender to assign all, or any portion that is $10,000,000 or, if
greater, an integral multiple of $1,000,000, of such Rejecting Lender’s
Commitment to any Lender or, with the consent of Agent (which consent shall not
unreasonably be withheld, delayed or denied), to another Eligible
Investor.  In such event, the portion of
the Rejecting Lender’s Commitment so designated shall be assigned by the
Rejecting Lender to such Lender or Eligible Investor in accordance with this
Section 13.9 within ten (10) Business Days after delivery of Master Borrower’s
notice to the Rejecting Lender pursuant to this Section 13.9.6.  If a Rejecting Lender shall be so required to
assign all of its Commitment, the Rejecting Lender shall continue to have the
benefit of all indemnities provided herein to the Lenders.


14.14       Notices.  Notwithstanding the provisions of Section
13.10 hereof to the contrary (and to the extent of any inconsistency between
this Section 14.14 and Section 13.10 the provisions of this Section 14.14 shall
control):


14.14.1      Except in the case of notices and other
communications expressly permitted to be given by telephone (and except as
provided in Section 14.14.3), all notices and other communications provided for
herein shall be in writing and shall be delivered by hand or overnight courier
service, mailed by certified or registered mail or sent by telecopier to the
addresses set forth in Section 13.10.1.



 18
 






 



14.14.2    Notices sent by hand or
overnight courier service, or mailed by certified or registered mail, shall be
deemed to have been given when received; notices sent by telecopier shall be
deemed to have been given when sent (except that, if not given during normal
business hours for the recipient, shall be deemed to have been given at the
opening of business on the next business day for the recipient).  Notices delivered through electronic
communications to the extent provided in Section 14.14.3, shall be effective as
provided in Section 14.14.3.


14.14.3    Notices and other
communications to the Lenders hereunder may be delivered or furnished by electronic
communication (including e-mail and Internet or intranet websites)
pursuant to procedures approved by Agent, provided that the foregoing shall not
apply to notices to any Lender pursuant to Article II if such Lender has
notified Agent that it is incapable of receiving notices under such Article by
electronic communication.  Agent or
Borrowers may, in its or their discretion, agree to accept notices and other
communications to it hereunder by electronic communications pursuant to
procedures approved by it, provided that approval of such procedures may be
limited to particular notices or communications.  Unless Agent otherwise prescribes,
(i) notices and other communications sent to an e-mail address shall be deemed
received upon the sender’s receipt of an acknowledgement from the intended
recipient (such as by the “return receipt requested” function, as available,
return e-mail or other written acknowledgement), provided that if such notice
or other communication is not sent during the normal business hours of the
recipient, such notice or communication shall be deemed to have been sent at
the opening of business on the next business day for the recipient, and
(ii) notices or communications posted to an Internet or intranet website
shall be deemed received upon the deemed receipt by the intended recipient at
its e-mail address as described in the foregoing clause (i) of
notification that such notice or communication is available and identifying the
website address herefore.


14.14.4    Any party hereto may
change its address or telecopier number for notices and other communications
hereunder by notice to the other parties hereto.


14.15       Electronic
Execution of Assignments.  The words “execution,”
“signed,” “signature,” and words of like import in any Assignment and
Assumption shall be deemed to include electronic signatures or the keeping of
records in electronic form, each of which shall be of the same legal effect,
validity or enforceability as a manually executed signature or the use of a
paper-based recordkeeping system, as the case may be, to the extent and as
provided for in any applicable law, including the Federal Electronic Signatures
in Global and National Commerce Act, the New York State Electronic Signatures
and Records Act, or any other similar state laws based on the Uniform
Electronic Transactions Act.



 19















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


9.             Entire
Agreement.  The
Agreement (as amended by this Amendment), the other Loan Documents and the Fee
Letter referred to in Section 2.6.1 of the Agreement contain the entire
agreement and understanding among Borrowers, Lenders and Agent regarding the
Facility.  All prior negotiations and
discussions between or among any of the parties hereto regarding the Facility
and the terms and conditions thereof are superseded by the Agreement (as
amended by this Amendment), the other Loan Documents, and such Fee Letter.


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


	
  Master Borrower:

  	
  Greenwood Financial, Inc., a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Joseph A. Santangelo

  
	
   

  	
   

  	
  Joseph A. Santangelo

  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Corporate Borrowers:

  	
  Masterpiece Homes, Inc.

  
	
   

  	
  OHB Homes, Inc.

  
	
   

  	
  Orleans Corporation

  
	
   

  	
  Orleans Corporation of New Jersey

  
	
   

  	
  Orleans Construction Corp.

  
	
   

  	
  Parker & Lancaster Corporation

  
	
   

  	
  Parker & Orleans Homebuilders, Inc.

  
	
   

  	
  Sharp Road Farms, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Joseph A. Santangelo

  
	
   

  	
   

  	
  Joseph A. Santangelo

  Vice President

  
	
   

  	
   

  	
   

  



 


 


 


 


 


 


 


 


 


[Borrowers’
signatures continued on the following page]









 



 


	
  Limited Liability Company

  	
   

  	
   

  
	
  Borrowers:

  	
  Meadows at Hyde Park, 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 King Ranch, LLC

  
	
   

  	
  Orleans at Lambertville, LLC

  
	
   

  	
  Orleans at Lyons Gate, LLC

  
	
   

  	
  Orleans at Mansfield, LLC

  
	
   

  	
  Orleans at Maple Glen, LLC

  
	
   

  	
  Orleans at Meadow Glen, LLC

  
	
   

  	
  Orleans at Millstone, LLC

  
	
   

  	
  Orleans at Millstone River Preserve, LLC

  
	
   

  	
  Orleans at Moorestown, LLC

  
	
   

  	
  Orleans at Tabernacle, LLC

  
	
   

  	
  Orleans at Upper Freehold, LLC

  
	
   

  	
  Orleans at Wallkill, LLC (f/k/a Kabro of Middletown, LLC)

  
	
   

  	
  Orleans at Westampton Woods, LLC

  
	
   

  	
  Orleans at Woolwich, LLC

  
	
   

  	
  Orleans DK, LLC

  
	
   

  	
  Parker Lancaster, Tidewater, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Joseph A. Santangelo

  
	
   

  	
   

  	
  Joseph A. Santangelo

  Vice President

  



 


[Borrowers’
signatures continued on the following page]



 2
 






 



 


	
  Limited Partnership

  	
   

  	
   

  	
   

  
	
  Borrowers:

  	
   

  	
   

  	
   

  
	
   

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

  
	
   

  	
  Orleans at Aston, LP

  
	
   

  	
  Orleans at Falls, LP

  
	
   

  	
  Orleans at Limerick, LP

  
	
   

  	
  Orleans at Lower Salford, LP

  
	
   

  	
  Orleans at Thornbury, LP

  
	
   

  	
  Orleans at Upper Saucon, L.P.

  
	
   

  	
  Orleans at Upper Uwchlan, LP

  
	
   

  	
  Orleans at West Bradford, LP

  
	
   

  	
  Orleans at West Vincent, LP

  
	
   

  	
  Orleans at Windsor Square, LP

  
	
   

  	
  Orleans at Wrightstown, LP

  
	
   

  	
  Stock Grange, LP

  
	
   

  	
  By:

  	
  OHI PA GP, LLC, sole General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Joseph A. Santangelo

  
	
   

  	
   

  	
   

  	
  Joseph A. Santangelo

  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Orleans RHIL, LP

  
	
   

  	
  Realen Homes, L.P.

  
	
   

  	
  By:

  	
  RHGP, LLC, sole General Partner

  
	
   

  	
   

  	
  By:

  	
  Orleans Homebuilders, Inc.,

  
	
   

  	
   

  	
   

  	
  Authorized Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  Joseph A. Santangelo

  
	
   

  	
   

  	
   

  	
   

  	
  Joseph A. Santangelo

  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Guarantor:

  	
  Orleans Homebuilders, Inc., a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Joseph A. Santangelo

  
	
   

  	
   

  	
  Joseph A. Santangelo

  Chief Financial Officer

  
						



 


[Lenders’
signatures on the following pages]



 3
 






 



 


	
  Agent:

  	
  Wachovia Bank, National Association

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Jeffrey D. Wallace

  
	
   

  	
   

  	
  Jeffrey D. Wallace

  Senior Vice President

  
	
   

  	
   

  	
   

  



 



 4
 






 



 


	
  

  	
  LENDER SIGNATURE PAGE TO FIRST AMENDMENT TO
  AMENDED AND RESTATED REVOLVING CREDIT LOAN AGREEMENT WITH GREENWOOD
  FINANCIAL, INC. AS MASTER BORROWER, DATED AS OF NOVEMBER 1, 2006:

  
	
   

  	
   

  
	
   

  	
  WACHOVIA BANK,

  
	
   

  	
  NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Jeffrey D. Wallace

  
	
   

  	
   

  	
  Jeffrey D. Wallace, Senior Vice President

  
	
   

  	
   

  	
   

  



 


 


 



 5
 






 



 


	
  

  	
  LENDER SIGNATURE PAGE TO FIRST AMENDMENT TO
  AMENDED AND RESTATED REVOLVING CREDIT LOAN AGREEMENT WITH GREENWOOD
  FINANCIAL, INC. AS MASTER BORROWER, DATED AS OF NOVEMBER 1, 2006:

  
	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Sean Finnegan

  
	
   

  	
   

  	
  Name: 

  	
  Sean Finnegan

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  



 



 6
 






 



 


	
  

  	
  LENDER SIGNATURE PAGE TO FIRST AMENDMENT TO
  AMENDED AND RESTATED REVOLVING CREDIT LOAN AGREEMENT WITH GREENWOOD
  FINANCIAL, INC. AS MASTER BORROWER, DATED AS OF NOVEMBER 1, 2006:

  
	
   

  	
   

  
	
   

  	
  SOVEREIGN BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Ernest J. Kociban

  
	
   

  	
   

  	
  Name: 

  	
  Ernest J. Kociban

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  



 



 7
 






 



 


	
  

  	
  LENDER SIGNATURE PAGE TO FIRST AMENDMENT TO
  AMENDED AND RESTATED REVOLVING CREDIT LOAN AGREEMENT WITH GREENWOOD
  FINANCIAL, INC. AS MASTER BORROWER, DATED AS OF NOVEMBER 1, 2006:

  
	
   

  	
   

  
	
   

  	
  MANUFACTURERS AND TRADERS TRUST COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Bernard T. Shields

  
	
   

  	
   

  	
  Name:

  	
  Bernard T. Shields

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 



 8
 






 



 


 


	
  

  	
  LENDER SIGNATURE PAGE TO FIRST AMENDMENT TO
  AMENDED AND RESTATED REVOLVING CREDIT LOAN AGREEMENT WITH GREENWOOD
  FINANCIAL, INC. AS MASTER BORROWER, DATED AS OF NOVEMBER 1, 2006:

  
	
   

  	
   

  
	
   

  	
  NATIONAL CITY BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Brian Gallagher

  
	
   

  	
   

  	
  Name:

  	
  Brian Gallagher

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 



 9
 






 



 


	
  

  	
  LENDER SIGNATURE PAGE TO FIRST AMENDMENT TO
  AMENDED AND RESTATED REVOLVING CREDIT LOAN AGREEMENT WITH GREENWOOD
  FINANCIAL, INC. AS MASTER BORROWER, DATED AS OF NOVEMBER 1, 2006:

  
	
   

  	
   

  
	
   

  	
  FIRSTRUST BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Gary S. Kinn

  
	
   

  	
   

  	
  Name:

  	
  Gary S. Kinn

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 



 10














 


 


	
  

  	
  LENDER SIGNATURE PAGE TO FIRST AMENDMENT TO
  AMENDED AND RESTATED REVOLVING CREDIT LOAN AGREEMENT WITH GREENWOOD
  FINANCIAL, INC. AS MASTER BORROWER, DATED AS OF NOVEMBER 1, 2006:

  
	
   

  	
   

  	
   

  
	
   

  	
  GUARANTY BANK

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Linda Garcia

  	
   

  
	
   

  	
   

  	
  Name: Linda Garcia

  
	
   

  	
   

  	
  Title: Senior Vice President

  



 



 11
 






 



 


	
  

  	
  LENDER SIGNATURE PAGE TO FIRST AMENDMENT TO
  AMENDED AND RESTATED REVOLVING CREDIT LOAN AGREEMENT WITH GREENWOOD
  FINANCIAL, INC. AS MASTER BORROWER, DATED AS OF NOVEMBER 1, 2006:

  
	
   

  	
   

  	
   

  
	
   

  	
  U.S. BANK NATIONAL ASSOCIATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 



 12
 






 



 


	
  

  	
  LENDER SIGNATURE PAGE TO FIRST AMENDMENT TO
  AMENDED AND RESTATED REVOLVING CREDIT LOAN AGREEMENT WITH GREENWOOD
  FINANCIAL, INC. AS MASTER BORROWER, DATED AS OF NOVEMBER 1, 2006:

  
	
   

  	
   

  	
   

  
	
   

  	
  CITIZENS BANK OF PENNSYLVANIA

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Michael J. DiSanto

  	
   

  
	
   

  	
   

  	
  Name: Michael J. DiSanto

  
	
   

  	
   

  	
  Title:  Senior
  Vice President

  



 



 13
 






 



 


	
  

  	
  LENDER SIGNATURE PAGE TO FIRST AMENDMENT TO
  AMENDED AND RESTATED REVOLVING CREDIT LOAN AGREEMENT WITH GREENWOOD
  FINANCIAL, INC. AS MASTER BORROWER, DATED AS OF NOVEMBER 1, 2006:

  
	
   

  	
   

  	
   

  
	
   

  	
  COMMERCE BANK, N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Joseph L. Rago

  	
   

  
	
   

  	
   

  	
  Name: Joseph L. Rago

  
	
   

  	
   

  	
  Title:  Vice
  President

  



 



 14
 






 



 


	
  

  	
  LENDER SIGNATURE PAGE TO FIRST AMENDMENT TO
  AMENDED AND RESTATED REVOLVING CREDIT LOAN AGREEMENT WITH GREENWOOD
  FINANCIAL, INC. AS MASTER BORROWER, DATED AS OF NOVEMBER 1, 2006:

  
	
   

  	
   

  	
   

  
	
   

  	
  SUNTRUST BANK

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  W. John Wendler

  	
   

  
	
   

  	
   

  	
  Name:  W. John
  Wendler

  
	
   

  	
   

  	
  Title:  Senior
  Vice President

  



 



 15
 






 



 


	
  

  	
  LENDER SIGNATURE PAGE TO FIRST AMENDMENT TO
  AMENDED AND RESTATED REVOLVING CREDIT LOAN AGREEMENT WITH GREENWOOD
  FINANCIAL, INC. AS MASTER BORROWER, DATED AS OF NOVEMBER 1, 2006:

  
	
   

  	
   

  	
   

  
	
   

  	
  AMSOUTH BANK

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Daniel McClurkin

  	
   

  
	
   

  	
   

  	
  Name:  Daniel
  McClurkin

  
	
   

  	
   

  	
  Title: 
  Assistant Vice President

  



 



 16
 






 



 


	
  

  	
  LENDER SIGNATURE PAGE TO FIRST AMENDMENT TO
  AMENDED AND RESTATED REVOLVING CREDIT LOAN AGREEMENT WITH GREENWOOD
  FINANCIAL, INC. AS MASTER BORROWER, DATED AS OF NOVEMBER 1, 2006:

  
	
   

  	
   

  	
   

  
	
   

  	
  FRANKLIN BANK, SSB

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Virgil J. Haplea

  	
   

  
	
   

  	
   

  	
  Name: Virgil J. Haplea

  
	
   

  	
   

  	
  Title:  Senior
  Vice President

  



 



 17
 






 



 


	
  

  	
  LENDER SIGNATURE PAGE TO FIRST AMENDMENT TO
  AMENDED AND RESTATED REVOLVING CREDIT LOAN AGREEMENT WITH GREENWOOD
  FINANCIAL, INC. AS MASTER BORROWER, DATED AS OF NOVEMBER 1, 2006:

  
	
   

  	
   

  	
   

  
	
   

  	
  COMERICA BANK

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Adam Sheets

  	
   

  
	
   

  	
   

  	
  Name:  Adam
  Sheets

  
	
   

  	
   

  	
  Title: 
  Account Officer

  



 



 18
 






 



 


	
  

  	
  LENDER SIGNATURE PAGE TO FIRST AMENDMENT TO
  AMENDED AND RESTATED REVOLVING CREDIT LOAN AGREEMENT WITH GREENWOOD
  FINANCIAL, INC. AS MASTER BORROWER, DATED AS OF NOVEMBER 1, 2006:

  
	
   

  	
   

  	
   

  
	
   

  	
  COMPASS BANK, an Alabama Banking Corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Johanna Duke Paley

  	
   

  
	
   

  	
   

  	
  Name: Johana Duke Paley

  
	
   

  	
   

  	
  Title:  Senior
  Vice President

  



 



 19
 






 



 


	
  

  	
  LENDER SIGNATURE PAGE TO FIRST AMENDMENT TO
  AMENDED AND RESTATED REVOLVING CREDIT LOAN AGREEMENT WITH GREENWOOD
  FINANCIAL, INC. AS MASTER BORROWER, DATED AS OF NOVEMBER 1, 2006:

  
	
   

  	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE BANK, N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Elizabeth Ritenour

  	
   

  
	
   

  	
   

  	
  Name: 
  Elizabeth Ritenour

  
	
   

  	
   

  	
  Title: 
  Vice-President

  



 



 20
 






 



 


	
  

  	
  LENDER SIGNATURE PAGE TO FIRST AMENDMENT TO
  AMENDED AND RESTATED REVOLVING CREDIT LOAN AGREEMENT WITH GREENWOOD
  FINANCIAL, INC. AS MASTER BORROWER, DATED AS OF NOVEMBER 1, 2006:

  
	
   

  	
   

  	
   

  
	
   

  	
  LaSALLE BANK, N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Brian K. Davis

  	
   

  
	
   

  	
   

  	
  Name:  Brian
  K. Davis

  
	
   

  	
   

  	
  Title:  Senior
  Vice President

  



 



 21
 






 



 


	
  

  	
  LENDER SIGNATURE PAGE TO FIRST AMENDMENT TO
  AMENDED AND RESTATED REVOLVING CREDIT LOAN AGREEMENT WITH GREENWOOD
  FINANCIAL, INC. AS MASTER BORROWER, DATED AS OF NOVEMBER 1, 2006:

  
	
   

  	
   

  	
   

  
	
   

  	
  DEUTSCHE BANK TRUST COMPANY AMERICAS

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Omayra Laucella

  	
   

  
	
   

  	
   

  	
  Name:  Omayra
  Laucella

  
	
   

  	
   

  	
  Title:  Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Susan LeFevre

  	
   

  
	
   

  	
   

  	
  Name:  Susan
  LeFevre

  
	
   

  	
   

  	
  Title:  Vice
  President

  



 



 22














 


Schedule
1.1A—Schedule of Borrowers


	
  Master:

  	
   

  	
  Greenwood Financial, Inc.

  
	
   

  	
   

  	
   

  
	
  Corporate:

  	
   

  	
   

  
	
   

  	
   

  	
  Masterpiece Homes, Inc.

  
	
   

  	
   

  	
  OHB Homes, Inc.

  
	
   

  	
   

  	
  Orleans Corporation

  
	
   

  	
   

  	
  Orleans Corporation of New Jersey

  
	
   

  	
   

  	
  Orleans Construction Corp.

  
	
   

  	
   

  	
  Parker & Lancaster Corporation

  
	
   

  	
   

  	
  Parker & Orleans Homebuilders, Inc.

  
	
   

  	
   

  	
  Sharp Road Farms, Inc.

  
	
   

  	
   

  	
   

  
	
  Limited Liability Companies:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Meadows at Hyde Park, 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 King Ranch, LLC

  
	
   

  	
   

  	
  Orleans at Lambertville, LLC

  
	
   

  	
   

  	
  Orleans at Lyons Gate, LLC

  
	
   

  	
   

  	
  Orleans at Mansfield, LLC

  
	
   

  	
   

  	
  Orleans at Maple Glen, LLC

  
	
   

  	
   

  	
  Orleans at Meadow Glen, LLC

  
	
   

  	
   

  	
  Orleans at Millstone, LLC

  
	
   

  	
   

  	
  Orleans at Millstone River Preserve, LLC

  
	
   

  	
   

  	
  Orleans at Moorestown, LLC

  
	
   

  	
   

  	
  Orleans at Tabernacle, LLC

  
	
   

  	
   

  	
  Orleans at Upper Freehold, LLC

  
	
   

  	
   

  	
  Orleans at Wallkill, LLC (f/k/a Kabro of Middletown,
  LLC)

  
	
   

  	
   

  	
  Orleans at Westampton Woods, LLC

  
	
   

  	
   

  	
  Orleans at Woolwich, LLC

  
	
   

  	
   

  	
  Orleans DK, LLC

  
	
   

  	
   

  	
  Parker Lancaster, Tidewater, LLC

  
	
   

  	
   

  	
   

  
	
  (Schedule
  of Borrowers continued on the following page)

  



 



 23
 






 



 


	
  Limited Partnerships:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

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

  
	
   

  	
   

  	
  Orleans at Aston, LP

  
	
   

  	
   

  	
  Orleans at Falls, LP

  
	
   

  	
   

  	
  Orleans at Limerick, LP

  
	
   

  	
   

  	
  Orleans at Lower Salford, LP

  
	
   

  	
   

  	
  Orleans RHIL, LP

  
	
   

  	
   

  	
  Orleans at Thornbury, LP

  
	
   

  	
   

  	
  Orleans at Upper Saucon, L.P.

  
	
   

  	
   

  	
  Orleans at Upper Uwchlan, LP

  
	
   

  	
   

  	
  Orleans at West Bradford, LP

  
	
   

  	
   

  	
  Orleans at West Vincent, LP

  
	
   

  	
   

  	
  Orleans at Windsor Square, LP

  
	
   

  	
   

  	
  Orleans at Wrightstown, LP

  
	
   

  	
   

  	
  Realen Homes, L.P.

  
	
   

  	
   

  	
  Stock Grange, LP

  



 



 24















Exhibit 13.9A


ASSIGNMENT AND
ASSUMPTION


This Assignment and Assumption (the “Assignment and
Assumption”) is dated as of the Effective Date set forth below and is entered
into by and between [the][each](1) Assignor identified in item 1 below
([the][each, an] “Assignor”) and [the][each](2) Assignee identified in item 2
below ([the][each, an] “Assignee”).  [It
is understood and agreed that the rights and obligations of [the Assignors][the
Assignees](3) hereunder are several and not joint.](4)  Capitalized terms used but not defined herein
shall have the meanings given to them in the Credit Agreement identified below
(as amended, the “Credit Agreement”), receipt of a copy of which is hereby
acknowledged by [the][each] Assignee. 
The Standard Terms and Conditions set forth in Annex 1 attached hereto
are hereby agreed to and incorporated herein by reference and made a part of
this Assignment and Assumption as if set forth herein in full.


For an agreed consideration, [the][each] Assignor
hereby irrevocably sells and assigns to [the Assignee][the respective
Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes
from [the Assignor][the respective Assignors], subject to and in accordance
with the Standard Terms and Conditions and the Credit Agreement, as of the
Effective Date inserted by the Administrative Agent as contemplated below (i)
all of [the Assignor’s][the respective Assignors’] rights and obligations in
[its capacity as a Lender][their respective capacities as Lenders] under the
Credit Agreement and any other documents or instruments delivered pursuant
thereto to the extent related to the amount and percentage interest identified
below of all of such outstanding rights and obligations of [the Assignor][the
respective Assignors] under the respective facilities identified below
(including without limitation any letters of credit, guarantees, and swingline
loans included in such facilities) and (ii) to the extent permitted to be
assigned under applicable law, all claims, suits, causes of action and any
other right of [the Assignor (in its capacity as a Lender)][the respective
Assignors (in their respective capacities as Lenders)] against any Person,
whether known or unknown, arising under or in connection with the Credit
Agreement, any other documents or instruments delivered pursuant thereto or the
loan transactions governed thereby or in any way based on or related to any of
the foregoing, including, but not limited to, contract claims, tort claims,
malpractice claims, statutory claims and all other claims at law or in equity
related to the rights and obligations sold and assigned pursuant to clause (i)
above (the rights and obligations sold and assigned by [the][any] Assignor to
[the][any] Assignee pursuant to clauses (i) and (ii) above being referred to
herein collectively 






(1)                     For bracketed
language here and elsewhere in this form relating to the Assignor(s), if the
assignment is from a single Assignor, choose the first bracketed language.  If the assignment is from multiple Assignors,
choose the second bracketed language.


(2)                     For bracketed
language here and elsewhere in this form relating to the Assignee(s), if the
assignment is to a single Assignee, choose the first bracketed language.  If the assignment is to multiple Assignees,
choose the second bracketed language


(3)                     Select as appropriate


(4)                     Include bracketed language if there are
either multiple Assignors or multiple Assignees



 25
 








 


as [the][an] “Assigned Interest”).  Each such sale and assignment is without
recourse to [the][any] Assignor and, except as expressly provided in this
Assignment and Assumption, without representation or warranty by [the][any]
Assignor.


	
  

  	
  1.

  	
  Assignor[s]:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.

  	
  Assignee[s]:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [for each Assignee, indicate [Affiliate] of
  [identify Lender]

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.

  	
  Borrowers:

  	
  Greenwood Financial, Inc., a Delaware corporation,
  and certain of its affiliates

  
	
   

  	
   

  	
   

  
	
   

  	
  4.

  	
  Administrative Agent:

  	
  Wachovia Bank, National Association, as the

  administrative agent under the Credit Agreement

  
	
   

  	
   

  	
   

  
	
   

  	
  5.

  	
  Credit Agreement:

  	
  The $650,000,000 Amended and Restated Revolving
  Credit Loan Agreement

  dated as of January 24, 2006, among Greenwood Financial, Inc. and

  certain of its affiliates, the Lenders parties thereto, and Wachovia Bank,

  National Association, as administrative agent, as amended.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.

  	
  Assigned Interest[s]:

  	
   

  	
   

  
									



 


 


	
  Assignor[s](5)

  	
   

  	
  Assignee[s](6)

  	
   

  	
  Aggregate Amount of

  Commitment/Loans

  for all Lenders

  	
   

  	
  Amount of

  Commitment/Loans

  Assigned(7)

  	
   

  	
  Percentage Assigned of

  Commitment/Loans(8)

  	
   

  	
  CUSIP Number

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  $

  	
   

  	
   

  	
  $

  	
   

  	
   

  	
  %

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  $

  	
   

  	
   

  	
  $

  	
   

  	
   

  	
  %

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  $

  	
   

  	
   

  	
  $

  	
   

  	
   

  	
  %

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


	
  [7.

  	
   

  	
  Trade Date:

  	
   

  	
   

  	
  (9)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 






(5)                     List each
Assignor, as appropriate


(6)                     List each
Assignor, as appropriate


(7)                     Amount to be
adjusted by the counterparties to take into account any payments or prepayments
made between the Trade Date and the Effective Date.


(8)                     Set forth, to
at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders
thereunder.


(9)                     To be
completed if the Assignor(s) and the Assignee(s) intend that the minimum
assignment amount is to be determined as of the Trade Date



 26
 








Effective Date:                       ,
20      [TO BE
INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF
RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]


The terms set forth in this Assignment and Assumption
are hereby agreed to:


	
   

  	
  ASSIGNOR[S] (10)

  
	
   

  	
  [NAME OF ASSIGNOR]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  [NAME OF ASSIGNOR]

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  ASSIGNEE[S] (10)

  
	
   

  	
  [NAME OF ASSIGNEE]

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  [NAME OF ASSIGNEE]

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
					



 


Consented to and Accepted:


	
  WACHOVIA BANK, NATIONAL ASSOCIATION, as Agent

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  [Consented to:](11)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Greenwood Financial, Inc.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
							







(10)               Add additional
signature blocks as needed


(11)               To be added only if
the consent of the Borrower is required by the terms of the Credit Agreement



 27
 








STANDARD
TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION


1.             Representations
and Warranties.


1.1           Assignor[s].  [The][Each] Assignor (a) represents and
warrants that (i) it is the legal and beneficial owner of [the][the relevant]
Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any
lien, encumbrance or other adverse claim and (iii) it has full power and
authority, and has taken all action necessary, to execute and deliver this
Assignment and Assumption and to consummate the transactions contemplated
hereby; and (b) assumes no responsibility with respect to (i) any statements,
warranties or representations made in or in connection with the Credit
Agreement or any other Loan Document, (ii) the execution, legality, validity,
enforceability, genuineness, sufficiency or value of the Loan Documents or any
collateral thereunder, (iii) the financial condition of the Borrower, any of
its Subsidiaries or Affiliates or any other Person obligated in respect of any
Loan Document or (iv) the performance or observance by the Borrower, any of its
Subsidiaries or Affiliates or any other Person of any of their respective
obligations under any Loan Document.


1.2.          Assignee[s].  [The][Each] Assignee (a) represents and
warrants that (i) it has full power and authority, and has taken all action
necessary, to execute and deliver this Assignment and Assumption and to
consummate the transactions contemplated hereby and to become a Lender under
the Credit Agreement, (ii) it meets all the requirements to be an assignee
under Section 13.9 of the Credit Agreement (subject to such consents, if any,
as may be required under Section 13.9.1 of the Credit Agreement), (iii) from
and after the Effective Date, it shall be bound by the provisions of the Credit
Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned
Interest, shall have the obligations of a Lender thereunder, (iv) it is
sophisticated with respect to decisions to acquire assets of the type
represented by the Assigned Interest and either it, or the person exercising
discretion in making its decision to acquire the Assigned Interest, is
experienced in acquiring assets of such type, (v) it has received a copy of the
Credit Agreement, and has received or has been accorded the opportunity to
receive copies of the most recent financial statements delivered pursuant to
Section 7.01 thereof, as applicable, and such other documents and information
as it deems appropriate to make its own credit analysis and decision to enter
into this Assignment and Assumption and to purchase [the][such] Assigned
Interest, (vi) it has, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and
information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Assignment and Assumption and to purchase
[the][such] Assigned Interest, and (vii) if it is a Foreign Lender, attached to
the Assignment and Assumption is any documentation required to be delivered by
it pursuant to the terms of the Credit Agreement, duly completed and executed by
[the][such] Assignee; and (b) agrees that (i) it will, independently and
without reliance on the Administrative Agent, [the][any] Assignor or any other
Lender, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under the Loan Documents, and (ii) it will perform in
accordance with their terms all of the obligations which by the terms of the
Loan Documents are required to be performed by it as a Lender.



 28
 








2.             Payments.  From and after the Effective Date, the
Administrative Agent shall make all payments in respect of [the][each] Assigned
Interest (including payments of principal, interest, fees and other amounts) to
[the][the relevant]  Assignor for amounts
which have accrued to but excluding the Effective Date and to [the][the
relevant] Assignee for amounts which have accrued from and after the Effective
Date.


3.             General
Provisions.  This Assignment and
Assumption shall be binding upon, and inure to the benefit of, the parties
hereto and their respective successors and assigns.  This Assignment and Assumption may be
executed in any number of counterparts, which together shall constitute one
instrument.  Delivery of an executed
counterpart of a signature page of this Assignment and Assumption by telecopy
shall be effective as delivery of a manually executed counterpart of this
Assignment and Assumption.  This
Assignment and Assumption shall be governed by, and construed in accordance
with, the law of the Commonwealth of Pennsylvania.



 29