EXHIBIT  10.4

SECOND 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

REGIONS 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

Executed: February 7, 2007

SECOND AMENDMENT TO AMENDED AND RESTATED
REVOLVING CREDIT LOAN AGREEMENT

This Second Amendment to Amended and Restated Revolving Credit Loan Agreement (“this Amendment”), executed as of the 7th day of February, 2007 (the “Execution Date”) but effective as of December 31, 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,” ORLEANS HOMEBUILDERS, INC., as Delaware corporation as guarantor (“Guarantor”), 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, Guarantor and the Borrowers are parties to an Amended and Restated Revolving Credit Loan Agreement dated as of January 24, 2006, and amended by a First Amendment to Amended and Restated Revolving Credit Loan Agreement dated as of November 1, 2006 (as so amended, 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.             Section 8.1.2 of the Agreement is hereby deleted, as of the Effective Date, and the following is inserted in its place:

8.1.2        As of the last day of each of the following Fiscal Quarters, for the Relevant Accounting Period then ended, the ratio of (i) the sum of (a) Guarantor’s Adjusted EBITDA plus (b) non-cash charges and expenses (including, but not limited to, inventory impairment, abandoned project charges and stock option expense) plus (c) extraordinary losses plus (d) net income from Joint Ventures up to the amount of cash actually distributed to Guarantor minus (e) non-cash credits minus (f) extraordinary gains to (ii) Debt Service shall be greater than or equal to the following applicable ratios: 

2.             Section 8.5 of the Agreement is hereby deleted, as of the Effective Date, and the following is inserted in its place:

8.5           Ownership of Land.

8.5.1        On the last day of each Fiscal Quarter that ends on or after December 31, 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:

8.5.2        Notwithstanding the provisions of Section8.5.1 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.

3.             Effect of this Amendment.  This Amendment shall become effective (but as of the Effective Date) only upon the execution of this Amendment by the Borrowers, Guarantor, Agent and Requisite Lenders.

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4.             Facility Amendment Consideration.

4.1           Upon the execution of this Amendment, Borrowers shall pay to Agent, for the account of each of those Lenders who has executed this Amendment, a facility amendment fee in the amount that is equal to 0.10% (ten (10) “basis points”) of the Commitment of each such Lender.  Such facility amendment fee, once paid, shall not be refundable to Borrowers in any amount or for any reason.

4.2           Notwithstanding the provisions of Section 2.4.2 of the Agreement, the adjustment of the Applicable Spread that is determined on the basis of the Covenant Compliance Certificate that is required to be delivered on February 19, 2007, shall be made (and shall be effective) as of the Execution Date.

5.             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.

6.             Entire Agreement.  The Agreement (as amended by this Amendment) and the other Loan Documents contain the entire agreement and understanding among Borrowers, Guarantor, 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) and the other Loan Documents.

[Signatures on the following page]

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

[Borrowers’ signatures continued on the following page]

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[Borrowers’ signatures continued on the following page]

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[Lenders’ signatures on the following pages]

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LENDER SIGNATURE PAGE TO SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT LOAN AGREEMENT WITH GREENWOOD FINANCIAL, INC. AS MASTER BORROWER, DATED AS OF FEBRUARY 7, 2007:

WACHOVIA BANK,
NATIONAL ASSOCIATION

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LENDER SIGNATURE PAGE TO SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT LOAN AGREEMENT WITH GREENWOOD FINANCIAL, INC. AS MASTER BORROWER, DATED AS OF FEBRUARY 7, 2007:

BANK OF AMERICA, N.A.

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LENDER SIGNATURE PAGE TO SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT LOAN AGREEMENT WITH GREENWOOD FINANCIAL, INC. AS MASTER BORROWER, DATED AS OF FEBRUARY 7, 2007:

SOVEREIGN BANK

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LENDER SIGNATURE PAGE TO SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT LOAN AGREEMENT WITH GREENWOOD FINANCIAL, INC. AS MASTER BORROWER, DATED AS OF FEBRUARY 7, 2007:

MANUFACTURERS AND TRADERS TRUST COMPANY

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LENDER SIGNATURE PAGE TO SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT LOAN AGREEMENT WITH GREENWOOD FINANCIAL, INC. AS MASTER BORROWER, DATED AS OF FEBRUARY 7, 2007:

NATIONAL CITY BANK

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LENDER SIGNATURE PAGE TO SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT LOAN AGREEMENT WITH GREENWOOD FINANCIAL, INC. AS MASTER BORROWER, DATED AS OF FEBRUARY 7, 2007:

FIRSTRUST BANK

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LENDER SIGNATURE PAGE TO SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT LOAN AGREEMENT WITH GREENWOOD FINANCIAL, INC. AS MASTER BORROWER, DATED AS OF FEBRUARY 7, 2007:

GUARANTY BANK

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LENDER SIGNATURE PAGE TO SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT LOAN AGREEMENT WITH GREENWOOD FINANCIAL, INC. AS MASTER BORROWER, DATED AS OF FEBRUARY 7, 2007:

U.S. BANK NATIONAL ASSOCIATION

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LENDER SIGNATURE PAGE TO SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT LOAN AGREEMENT WITH GREENWOOD FINANCIAL, INC. AS MASTER BORROWER, DATED AS OF FEBRUARY 7, 2007:

CITIZENS BANK OF PENNSYLVANIA

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LENDER SIGNATURE PAGE TO SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT LOAN AGREEMENT WITH GREENWOOD FINANCIAL, INC. AS MASTER BORROWER, DATED AS OF FEBRUARY 7, 2007:

COMMERCE BANK, N.A.

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Schedule 1.1A  —  Schedule of Borrowers