8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): September 15, 2008

Orleans Homebuilders, Inc.
(Exact Name of Registrant as Specified in Charter)

Delaware	1-6830	59-0874323
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3333 Street Road, Bensalem, PA	19020
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (215) 245-7500

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGEEMENT

On May 9, 2008, Orleans Homebuilders, Inc. (the “Company”) received a waiver letter (the “Waiver Letter”) under the Company’s Amended and Restated Revolving Credit Loan Agreement by and among Greenwood Financial, Inc. (“Greenwood Financial”), a wholly-owned subsidiary of the Company, and certain affiliates of Greenwood Financial (collectively, the “Borrowers”), the Company, as guarantor, Wachovia Bank, National Association, as administrative agent, and various other lenders party thereto, originally entered into on January 24, 2006 and amended on November 1, 2006, February 7, 2007, May 8, 2007, September 6, 2007 and December 1, 2007 (as amended, the “Credit Facility”).  The Waiver Letter temporarily waived compliance with certain covenants contained in the Credit Facility generally from January 1, 2008 through and including September 15, 2008 (the “Waiver Period”), unless another event of default occurred or the Company failed to meet the revised minimum consolidated tangible net worth and leverage covenants set forth in the Waiver Letter.

On September 15, 2008, the Company received an extension of the Waiver Period under the Waiver Letter through and including September 29, 2008.

The summary of the terms set forth in the extension to the Waiver Letter set forth above is qualified in its entirety by reference to the full text of the extension to the Waiver Letter, a copy of which is attached hereto as Exhibit 10.1.

On September 15, 2008, the Company issued a press release announcing the extension of the Waiver Period under the Waiver Letter through and including September 29, 2008, a copy of which is furnished herewith as Exhibit 99.1

The Company currently anticipates reaching an agreement with its lenders to amend the Credit Facility prior to the termination of the extended waiver period and prior to filing its Annual Report on Form 10-K for the fiscal year ended June 30, 2008, which is due to be filed on or before September 29, 2008.  If the Company is unable to reach an agreement amending its Credit Facility on or before September 29, 2008, absent an additional extension of the waiver period, the Company anticipates that it will then be in default under the terms of the Credit Facility.

Cautionary Statement for Purposes of the “Safe Harbor” Provisions of the Private Securities Litigation Reform Act of 1995

Certain information included herein and in other Company statements, reports and Securities and Exchange Commission (“SEC”) filings is forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements concerning anticipated amendments to the Company’s Credit Facility.  Such forward-looking information involves important risks and uncertainties that could significantly affect actual results and cause them to differ materially from expectations expressed herein and in other Company statements, reports and SEC filings.  For example, there can be no assurance that the Company will be able to successfully negotiate and enter into an amendment to its Credit Facility prior to the expiration of the Waiver Period on acceptable terms or at all.  These risks and uncertainties include the conditions in the credit markets, the reaction of the Company’s lenders to a request for an amendment to the Credit Facility, local, regional and national economic conditions, the effects of governmental regulation, the competitive environment in which the Company operates, fluctuations in interest rates, changes in home prices, the availability and cost of land for future growth, the availability of capital, the availability and cost of labor and materials, our dependence on certain key employees and weather conditions.   Additional information concerning factors the Company believes could cause its actual results to differ materially from expected results is contained in Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2007 and Quarterly Report filed on Form 10-Q for the fiscal quarter ended March 31, 2008 filed with the SEC.

Item 8.01 OTHER EVENTS

On September 17, 2008, the Company issued a press release announcing a clarification of its extension announcement, a copy of which is furnished herewith as Exhibit 99.2

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
No.	Description
10.1	Extension of the Waiver Letter, dated as of September 15, 2008, by and among Greenwood Financial, Inc. and certain affiliates, Orleans Homebuilders, Inc., Wachovia Bank, National Association and various other lenders party thereto (filed herewith)
99.1	Press Release of Orleans Homebuilders, Inc. dated September 15, 2008 (furnished herewith)
99.2	Press Release of Orleans Homebuilders, Inc. dated September 17, 2008 (furnished herewith)

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: September 17, 2008

Orleans Homebuilders, Inc.
By:	Garry P. Herdler
	Name:	Garry P. Herdler
	Title:	Executive Vice President,
		Chief Financial Officer and
		Principal Financial Officer

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EXHIBIT INDEX

Exhibit
No.	Description
10.1	Extension of the Waiver Letter, dated as of September 15, 2008 by and among Greenwood Financial, Inc. and certain affiliates, Orleans Homebuilders, Inc., Wachovia Bank, National Association and various other lenders party thereto
99.1	Press release of Orleans Homebuilders, Inc. dated September 15, 2008
99.2	Press release of Orleans Homebuilders, Inc. dated September 17, 2008

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EX-10.1

Exhibit 10.1

September 15, 2008

VIA TELECOPY

Orleans Homebuilders, Inc.

One Greenwood Square

3333 Street Road

Bensalem, Pennsylvania 19020

Attention: Garry P. Herdler, EVP & CFO

Re:Amended and Restated Revolving Credit Loan Agreement dated as of January 24, 2006 by and among Greenwood Financial, Inc. (“Master Borrower”), the entities identified on Schedule “A” attached hereto (together with the Master Borrower, the “Borrowers”), Orleans Homebuilders, Inc. (the “Guarantor”, and together with the Borrowers, the “Obligors”), the Lenders that are parties hereto (the “Lenders”), and Wachovia Bank, National Association, as Agent for the Lenders (“Agent”), and amended by a First Amendment to Amended and Restated Revolving Credit Loan Agreement dated as of November 1, 2006, a Second Amendment to Amended and Restated Revolving Credit Loan Agreement executed as of February 7, 2007, a Third Amendment to Amended and Restated Revolving Credit Loan Agreement executed as of May 8, 2007, a Fourth Amendment to Amended and Restated Revolving Credit Loan Agreement executed as of September 6, 2007, and a Fifth Amendment to Amended and Restated Revolving Credit Loan Agreement executed  as of December 21, 2007 (as so amended, the “Agreement”).

Dear Mr. Herdler:

Please refer to the Agreement.  Please also refer to that certain letter dated May 9, 2008 from the undersigned to you (the “Waiver Letter”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement or the Waiver Letter, as the case may be. This letter shall be referred to as the Extension Letter.

1.             Amendment to Waiver Letter. Section 2 of the Waiver Letter is amended and restated in its entirety as follows:

Section 2.              Limited Waiver.  Subject to the terms and conditions set forth herein, the Agent and the Lenders waive compliance with the Subject Covenants, and non-compliance with the Subject Covenants shall not constitute an Event of Default, at all times from the period from and including January 1, 2008 through and excluding the earlier of (a) the date of the occurrence of any other Event of Default (that is, any Event of Default caused by or resulting from something other than the above stated non- compliance with one or more of the Subject Covenants) under the Agreement or under any of the other Loan Documents; and (b) September 30, 2008 (such period being the “Waiver Period”); provided that if (i) Guarantor’s Consolidated Tangible Net Worth is on any date during the Waiver Period less than $90,000,000, or (ii) as of the last day of any Fiscal Quarter during the Waiver Period, Guarantor’s Leverage Ratio exceeds 5.25 to 1.00, the Waiver Period shall end as of such date.  If the actual reserve allowance taken

by the Guarantor, as reported in the Guarantor’s filed March 31, 2008 10-Q Statement, is less than $43,500,000, or if the reserve is adjusted because of legislation or otherwise during the Waiver Period,  then: (x) the Consolidated Tangible Net Worth covenant set forth in clause (i) above shall be increased on a dollar-for-dollar basis to account for the difference between $43,500,000 and the actual reserve allowance amount and (y) the Leverage Ratio covenant set forth in clause (ii) above shall be decreased by .01 for each $348,000 decrease in the reserve allowance below $43,500,000 (the “Limited Waiver”). At the end of the Waiver Period, the Limited Waiver shall terminate and the non-   compliance with the Subject Covenants shall, effective as of the end of the Waiver Period, constitute Events of Default under Article IX under the Agreement without further notice or an opportunity to cure.  Section 8.5 [Ownership of Land] of the Agreement shall not be applicable or tested during the Waiver Period.

2.Reaffirmation. Except as amended by the foregoing section, all terms and provisions of the Waiver Letter are hereby reaffirmed, ratified and confirmed.

3.Release.  Each of the Obligors, on behalf of itself and any person or entity claiming by, under or through it, hereby unconditionally remises, releases and forever discharges the Agent and the Lenders, and their respective past and present officers, directors, shareholders, agents, parent corporation, members, subsidiaries, affiliates, trustees, administrators, attorneys, predecessors, and successors and assigns, of and from any and all manner of actions, causes of action, suits, debts, dues, accounts, claims, counterclaims, crossclaims, defenses and/or demands whatsoever, including claims for contribution and/or indemnity, whether now known or unknown, past or present, asserted or unasserted, contingent or liquidated, at law or in equity, or resulting from any assignment, if any, which any of the Obligors ever had, now have, or may have against the Agent or the Lenders, for or by reason of any cause, matter or thing whatsoever, arising from the beginning of time to the date of execution of this Extension Letter relating to or arising from the Agreement, the Loan Documents, and the lending or any other banking relationship between any of the Obligors and the Agent and the Lenders.

3No Impairment.  Nothing contained in this Extension Letter shall serve as a waiver of any right of the Agent or the Lenders, a waiver or cure of any defaults under the Agreement of the other Loan Documents, a modification or novation of the Obligations or the documentation therefor, or an agreement or commitment by the Agent or the Lenders to extend or otherwise modify the Obligations.

4.Miscellaneous.

a.             Headings.  The headings and underscoring of articles, sections and clauses have been included herein for convenience only and shall not be considered in interpreting this Extension Letter.

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

c.             Integration.  This Extension Letter constitutes the sole agreement of the parties with respect to the subject matter hereof and thereof and supersedes all oral negotiations and prior writings with respect to the subject matter hereof and thereof.

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d.             Severability of Provisions.  Any provision of this Extension Letter that is held to be inoperative, unenforceable, void or invalid in any jurisdiction shall, as to that jurisdiction, be ineffective, unenforceable, void or invalid without affecting the remaining provisions in that jurisdiction or the operation, enforceability or validity of that provision in any other jurisdiction, and to this end the provisions of this Waiver Letter are declared to be severable.

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

f.              Counterparts.  This Extension Letter may be executed in any number of counterparts and by the different parties on separate counterparts and each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute one and the same Extension Letter.

[Signature Pages Follow]

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	Sincerely,
	Wachovia Bank, National Association
	By:	/s/ Nathan R. Rantala
		Nathan R. Rantala
	ACCEPTED AND AGREED TO:
Master Borrower:	Greenwood Financial, Inc., a Delaware corporation
	By:	/s/ Lawrence J. Dugan
		Lawrence J. Dugan
		Vice President
Corporate Borrowers:	OHB Homes, Inc.
	Orleans Corporation
	Orleans Corporation of New Jersey
	Orleans Construction Corp.
	Parker & Lancaster Corporation
	Parker & Orleans Homebuilders, Inc.
	Sharp Road Farms, Inc.
	By:	/s/ Lawrence J. Dugan
		Lawrence J. Dugan
		Vice President

[Borrowers’ signatures continued on the following page]

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Limited Liability Company

Borrowers:

Masterpiece Homes, LLC
OPCNC, LLC
Orleans at Bordentown, LLC
Orleans at Cooks Bridge, LLC
Orleans at Covington Manor, LLC
Orleans at Crofton Chase, LLC
Orleans at East Greenwich, LLC
Orleans at Elk Township, LLC
Orleans at Evesham, LLC
Orleans at Hamilton, LLC
Orleans at Harrison, LLC
Orleans at Hidden Creek, LLC
Orleans at Jennings Mill, LLC
Orleans at Lambertville, LLC
Orleans at Lyons Gate, LLC
Orleans at Mansfield, LLC
Orleans at Maple Glen, LLC
Orleans at Meadow Glen, LLC
Orleans at Millstone, LLC
Orleans at Millstone River Preserve, LLC
Orleans at Moorestown, LLC
Orleans at Tabernacle, LLC
Orleans at Upper Freehold, LLC
Orleans at Wallkill, LLC (f/k/a Kabro of Middletown, LLC)
Orleans at Westampton Woods, LLC
Orleans at Woolwich, LLC
Orleans Arizona Realty, LLC (f/k/a Orleans at King Ranch, LLC)
Orleans DK, LLC
Parker Lancaster, Tidewater, LLC
Wheatley Meadows Associates, LLC
By:	/s/ Lawrence J. Dugan
	Lawrence J. Dugan
	Vice President

[Borrowers’ signatures continued on the following page]

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Limited Partnership
Borrowers:	Brookshire Estates, L.P. (f/k/a Orleans at Brookshire Estates, L.P.)
	Orleans at Falls, LP
	Orleans at Limerick, LP
	Orleans at Lower Salford, LP
	Orleans at Thornbury, 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:		/s/ Lawrence J. Dugan
				Lawrence J. Dugan
				Vice President
	Orleans RHIL, LP
	Realen Homes, L.P.
	By:	RHGP, LLC, sole General Partner
		By:	Orleans Homebuilders, Inc.,
			Authorized Member
			By:		/s/ Garry P. Herdler
					Garry P. Herdler, Executive
					Vice President &
					Chief Financial Officer
Guarantor:	Orleans Homebuilders, Inc., a Delaware corporation
	By:	/s/ Garry P. Herdler
		Garry P. Herdler, Executive
		Vice President &
		Chief Financial Officer

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LENDER SIGNATURE PAGE TO
EXTENSION LETTER WITH GREENWOOD
FINANCIAL, INC. AS MASTER BORROWER,
DATED AS OF SEPTEMBER 15, 2008:
WACHOVIA BANK,
NATIONAL ASSOCIATION
By:	/s/ Nathan R. Rantala
	Nathan R. Rantala, Director

7

LENDER SIGNATURE PAGE TO
EXTENSION LETTER WITH GREENWOOD
FINANCIAL, INC. AS MASTER BORROWER,
DATED AS OF SEPTEMBER 15, 2008:
BANK OF AMERICA, N.A.
By:	/s/ Sean Finnegan
	Name: Sean Finnegan
	Title:  SVP

8

LENDER SIGNATURE PAGE TO
EXTENSION LETTER WITH GREENWOOD
FINANCIAL, INC. AS MASTER BORROWER,
DATED AS OF SEPTEMBER 15, 2008:
SOVEREIGN BANK
By:	/s/ Ernest J. Kociban
	Name: Ernest J. Kociban
	Title:SR. V.P.

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LENDER SIGNATURE PAGE TO
EXTENSION LETTER WITH GREENWOOD
FINANCIAL, INC. AS MASTER BORROWER,
DATED AS OF SEPTEMBER 15, 2008:
MANUFACTURERS AND TRADERS TRUST
COMPANY
By:	/s/ Bernard T. Shields
	Name: Bernard T. Shields
	Title:  Vice President

10

LENDER SIGNATURE PAGE TO EXTENSION LETTER WITH GREENWOOD FINANCIAL, INC. AS MASTER BORROWER, DATED AS OF SEPTEMBER 15, 2008:
NATIONAL CITY BANK
By:
	Name:
	Title:

11

LENDER SIGNATURE PAGE TO EXTENSION LETTER WITH GREENWOOD FINANCIAL, INC. AS MASTER BORROWER, DATED AS OF SEPTEMBER 15, 2008:
FIRSTRUST BANK
By:	/s/ Eric Paul
	Name:	Eric Paul
	Title:	Senior Vice President

12

LENDER SIGNATURE PAGE TO EXTENSION LETTER WITH GREENWOOD FINANCIAL, INC. AS MASTER BORROWER, DATED AS OF SEPTEMBER 15, 2008:
GUARANTY BANK
By:	/s/ Linda Garcia
	Name:	Linda Garcia
	Title:	Sr. Vice President

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LENDER SIGNATURE PAGE TO EXTENSION LETTER WITH GREENWOOD FINANCIAL, INC. AS MASTER BORROWER, DATED AS OF SEPTEMBER 15, 2008:
CITIZENS BANK OF PENNSYLVANIA
By:	/s/ Bruce G. Shearer
	Name:	Bruce G. Shearer
	Title:	Senior Vice President

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LENDER SIGNATURE PAGE TO EXTENSION LETTER WITH GREENWOOD FINANCIAL, INC. AS MASTER BORROWER, DATED AS OF SEPTEMBER 15, 2008:
COMMERCE BANK, N.A.
By:	/s/ Robert E. Delancy
	Name:	Robert E. Delancy
	Title:	Vice President

15

LENDER SIGNATURE PAGE TO EXTENSION LETTER WITH GREENWOOD FINANCIAL, INC. AS MASTER BORROWER, DATED AS OF SEPTEMBER 15, 2008:
SUNTRUST BANK
By:	/s/ Lauren P. Carrigan
	Name:	Lauren P. Carrigan
	Title:	Vice President

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LENDER SIGNATURE PAGE TO EXTENSION LETTER WITH GREENWOOD FINANCIAL, INC. AS MASTER BORROWER, DATED AS OF SEPTEMBER 15, 2008:
REGIONS BANK, successor by merger to
Amsouth Bank
By:	/s/ Daniel Mcclurkin
	Name:	DANIEL MCCLURKIN
	Title:	ASSISTANT VICE PRESIDENT

17

LENDER SIGNATURE PAGE TO EXTENSION LETTER WITH GREENWOOD FINANCIAL, INC. AS MASTER BORROWER, DATED AS OF SEPTEMBER 15, 2008:
FRANKLIN BANK, SSB
By:	/s/ Virgil J. Haplea
	Name:	Virgil J. Haplea
	Title:	Executive Vice President

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LENDER SIGNATURE PAGE TO EXTENSION LETTER WITH GREENWOOD FINANCIAL, INC. AS MASTER BORROWER, DATED AS OF SEPTEMBER 15, 2008:
COMERICA BANK
By:	/s/ David J. Campbell
	Name:	DAVID J. CAMPBELL
	Title:	SENIOR VICE PRESIDENT

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LENDER SIGNATURE PAGE TO EXTENSION LETTER WITH GREENWOOD FINANCIAL, INC. AS MASTER BORROWER, DATED AS OF SEPTEMBER 15, 2008:
COMPASS BANK, an Alabama Banking Corporation
By:	/s/ Johanna Duke Paley
	Name:	JOHANNA DUKE PALEY
	Title:	Senior Vice President

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LENDER SIGNATURE PAGE TO EXTENSION LETTER WITH GREENWOOD FINANCIAL, INC. AS MASTER BORROWER, DATED AS OF SEPTEMBER 15, 2008:
JPMORGAN CHASE BANK, N.A.
By:
	Name:
	Title:

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LENDER SIGNATURE PAGE TO EXTENSION LETTER WITH GREENWOOD FINANCIAL, INC. AS MASTER BORROWER, DATED AS OF SEPTEMBER 15, 2008:
LaSALLE BANK, NATIONAL ASSOCIATION
By:	/s/ Sean Finnegan
	Name:	Sean Finnegan
	Title:	Sr. Vice President

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LENDER SIGNATURE PAGE TO EXTENSION LETTER WITH GREENWOOD FINANCIAL, INC. AS MASTER BORROWER, DATED AS OF SEPTEMBER 15, 2008:
DEUTSCHE BANK TRUST COMPANY
AMERICAS
By:	/s/ Keith C. Braun
	Name:	Keith C. Braun
	Title:	Managing Director
By:	/s/ Dusan Lazarov
	Name:	Dusan Lazarov
	Title:	Vice President

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Schedule A  - -  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:
	OPCNC, LLC
	Orleans at Bordentown, LLC
	Orleans at Cooks Bridge, LLC
	Orleans at Covington Manor, LLC
	Orleans at Crofton Chase, LLC
	Orleans at East Greenwich, LLC
	Orleans at Elk Township, LLC
	Orleans at Evesham, LLC
	Orleans at Hamilton, LLC
	Orleans at Harrison, LLC
	Orleans at Hidden Creek, LLC
	Orleans at Jennings Mill, LLC
	Orleans at Lambertville, LLC
	Orleans at Lyons Gate, LLC
	Orleans at Mansfield, LLC
	Orleans at Maple Glen, LLC
	Orleans at Meadow Glen, LLC
	Orleans at Millstone, LLC
	Orleans at Millstone River Preserve, LLC
	Orleans at Moorestown, LLC
	Orleans at Tabernacle, LLC
	Orleans at Upper Freehold, LLC
	Orleans at Wallkill, LLC (f/k/a Kabro of Middletown, LLC)

(Schedule of Borrowers continued on the following page)

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	Orleans at Westampton Woods, LLC
	Orleans at Woolwich, LLC
	Orleans Arizona Realty, LLC (f/k/a Orleans at King Ranch, LLC)
	Orleans DK, LLC
	Parker Lancaster, Tidewater, LLC
	Wheatley Meadows Associates, LLC
Limited Partnerships:
	Brookshire Estates, L.P.(f/k/a Orleans at Brookshire Estates, L.P.)
	Orleans at Falls, LP
	Orleans at Limerick, LP
	Orleans at Lower Salford, LP
	Orleans 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

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EX-99.1

Exhibit 99.1

NEWS RELEASE

Contacts:Garry P. Herdler – Executive Vice President & Chief Financial Officer

Orleans Homebuilders, Inc. (215) 245-7500

(www.orleanshomes.com)

For Immediate Release:

Orleans Homebuilders

Announces Extension of Limited Waiver

Bensalem, Pennsylvania, September 15, 2008:

Orleans Homebuilders, Inc. (AMEX: OHB) announced today that it had received an extension of the limited waiver (the “waiver letter”) received on May 9, 2008 from its lenders under the Company’s Amended and Restated Revolving Credit Agreement (the “Credit Facility”).  The original waiver letter temporarily waived compliance with certain covenants in the Credit Facility generally through and including September 15, 2008, and replaced those covenants with certain modified covenants.  The extension generally extends the waiver period through and including September 29, 2008.  The Company currently anticipates reaching an agreement with its lenders to amend the Credit Facility prior to the termination of the extended waiver period and prior to filing its Annual Report on Form 10-K for the fiscal year ended June 30, 2008, which is due to be filed on or before September 29, 2008.  If the Company is unable to reach an agreement amending its Credit Facility on or before September 29, 2008, absent an additional extension of the waiver period, the Company anticipates that it will then be in default under the terms of the Credit Facility.

Orleans Homebuilders, Inc. is a residential homebuilder with operations in Southeastern Pennsylvania; Central and Southern New Jersey; Orange County, New York; Charlotte, Raleigh and Greensboro, North Carolina; Richmond and Tidewater, Virginia; Chicago, Illinois; and Orlando, Florida.  The Company’s Charlotte, North Carolina operations also include adjacent counties in South Carolina.

Forward-Looking Statements

Certain information included herein and in other Company statements, reports and SEC filings is forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements concerning anticipated amendments to the Company’s Credit Facility.  Such forward-looking information involves important risks and uncertainties that could significantly affect actual results and cause them to differ materially from expectations expressed herein and in other Company statements, reports and SEC filings.  For example, there can be no assurance that the Company will be able to successfully negotiate and enter into an amendment to its Credit Facility prior to the expiration of the waiver period on acceptable terms or at all.  These risks and uncertainties include the conditions in the credit markets, the reaction of the Company’s lenders to a request for an amendment to the Credit Facility, local, regional and national economic conditions, the effects of governmental regulation, the competitive environment in which the Company operates, fluctuations in interest rates, changes in home prices, the availability and cost of land for future growth, the availability of capital, the availability and cost of labor and materials, our dependence on certain key employees and weather conditions.   Additional information concerning factors the Company believes could cause its actual results to differ materially from expected results is contained in Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2007 and Quarterly Report filed on Form 10-Q for the fiscal quarter ended March 31, 2008 filed with the SEC.

EX-99.2

Exhibit 99.2

NEWS RELEASE

Contacts:	Garry P. Herdler – Executive Vice President & Chief Financial Officer
	Orleans Homebuilders, Inc. (215) 245-7500
	(www.orleanshomes.com)

For Immediate Release:

Orleans Homebuilders

Announces Clarification of Extension Announcement

Bensalem, Pennsylvania, September 17, 2008:

Orleans Homebuilders, Inc. (AMEX: OHB) announced on September 15, 2008 that it had received an extension of the limited waiver received on May 9, 2008 from its lenders under the Company’s Amended and Restated Revolving Credit Agreement (the “Credit Facility”).  The effect of this waiver extension is to continue the period during which certain covenants in the Credit Facility are waived or replaced with modified covenants through and including September 29, 2008.

The waiver extension provides members of the Company’s lending group time to obtain formal approval of the amendment of the terms of the Credit Facility outlined in a non-binding term sheet dated September 11, 2008, which has been approved by the Company and recommended by certain lenders. The waiver extension also provides time for the Company and its lending group to complete and execute the documentation necessary for a formal amendment to the Credit Facility.

The formal amendment, when executed, is currently expected to provide for an amendment to and modification of the Credit Facility and its covenants through maturity, under terms acceptable to the Company.  While the Company currently expects that it and its lenders will enter into formal amendment documentation consistent with the terms set forth in the September 11, 2008 term sheet before the end of the extended waiver period, the Company can offer no assurance that it will be able to do so.

Jeffrey P. Orleans, Chief Executive Officer, stated that “We appreciate the continued support of our lending group in these challenging times.  We believe that the extension of the waiver period together with the term sheet demonstrates our lending groups’ confidence in our ability to continue to manage through the current homebuilding environment.  With our operating history of over 90 years in homebuilding, we believe this confidence is well placed.”

The Company currently anticipates having its fourth quarter earnings call and filing its Annual Report on Form 10-K for the fiscal year ended June 30, 2008 on or before Monday, September 29, 2008.  A formal announcement of the fourth quarter earnings call date and time will follow.

Orleans Homebuilders, Inc. is a residential homebuilder with operations in Southeastern Pennsylvania; Central and Southern New Jersey; Orange County, New York; Charlotte, Raleigh and Greensboro, North Carolina; Richmond and Tidewater, Virginia; Chicago, Illinois; and Orlando, Florida.  The Company’s Charlotte, North Carolina operations also include adjacent counties in South Carolina.

Forward-Looking Statements

Certain information included herein and in other Company statements, reports and Securities and Exchange Commission (“SEC”) filings is forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements concerning anticipated amendments to the Company’s Credit Facility, filing of the Company’s annual report on form 10-K and earnings call.  Such forward-looking information involves important risks and uncertainties that could significantly affect actual results and cause them to differ materially from expectations expressed herein and in other Company statements, reports and SEC filings.  For example, there can be no assurance that the Company will be able to successfully negotiate and enter into an amendment to its Credit Facility prior to the expiration of the waiver period on acceptable terms or at all.  These risks and uncertainties include the conditions in the credit markets, the reaction of the Company’s lenders to a request for an amendment to the Credit Facility, local, regional and national economic conditions, the effects of governmental regulation, the competitive environment in which the Company operates, fluctuations in interest rates, changes in home prices, the availability and cost of land for future growth, the availability of capital, the availability and cost of labor and materials, our dependence on certain key employees and weather conditions.   Additional information concerning factors the Company believes could cause its actual results to differ materially from expected results is contained in Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2007 and Quarterly Report filed on Form 10-Q for the fiscal quarter ended March 31, 2008 filed with the SEC.