THIRD AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT LOAN AGREEMENT

Exhibit 10.2

THIRD 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: May 8, 2007

THIRD AMENDMENT TO AMENDED AND RESTATED
REVOLVING CREDIT LOAN AGREEMENT

This Third Amendment to Amended and Restated Revolving Credit Loan Agreement (this “Amendment”), executed as of the 8 th  day of May, 2007 (the “Execution Date”), but effective as of March 31, 2007 (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 and a Second Amendment to Amended and Restated Revolving Credit Loan Agreement executed as of February 7, 2007 (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.                                       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.

2.                                       Definition of Swap Contract .  The definition of “Swap Contract” set forth in Section 1.1 of the Agreement is hereby deleted and the following is inserted in its place:

“Swap Contract” means any “swap agreement” (as that term is defined in 11 U.S.C. § 101, as heretofore or hereafter amended), including, without limitation, an interest rate exchange, collar, cap, adjustable strike cap, adjustable strike corridor or similar agreement entered into by any Borrower or Guarantor with any individual Lender in order to provide protection to, or minimize the impact upon, any Borrower and/or the Guarantor of increasing floating rates of interest applicable to some or all of the Loans.

3.             Borrowing Base Availability .  Notwithstanding anything to the contrary contained in Section 3.3.2.4 of the Loan Agreement, the maximum Borrowing Base Availability attributable to Asset Class (ii), including models, determined on the basis of any Borrowing Base Certificate that is provided in accordance with Section 3.4 and (a) is dated as of a date that is on