FIFTH LOAN MODIFICATION AGREEMENT AND SUBSTITUTION OF TRUSTEE (MASTER LINE)

Exhibit 10.29

PREPARED BY:		▇▇▇▇▇, Day & ▇▇▇▇▇▇▇▇, PA (JMD), P. O. ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
RETURN TO:
NORTH CAROLINA WAKE COUNTY

FIFTH LOAN MODIFICATION AGREEMENT

AND SUBSTITUTION OF TRUSTEE

(MASTER LINE)

                THIS FIFTH LOAN MODIFICATION AGREEMENT (the “Agreement”) entered into this June 15, 2001, by ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ CORPORATION, a Virginia corporation, and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ & ORLEANS, INC., a Delaware corporation, (individually and collectively, the Borrower”), ORLEANS HOMEBUILDERS, INC., a Delaware Corporation, (the “Guarantor”), J. ▇▇▇▇▇ ▇▇▇▇▇▇▇, as Trustee, (the “Trustee”), and SOUTHTRUST BANK, a state banking corporation, (the “Lender”).

RECITALS

                Pursuant to that loan commitment dated April 22, 1998 (the “Original Commitment”), Lender, on or about May 29, 1998, made a $20,000,000.00 loan to Borrower (the “Loan”). Borrower executed a $15,500,000.00  Promissory Note (the “NC Note”) and a $4,500,000.00 Promissory Note (the “Virginia Note”), both in favor of Lender (collectively the “Notes”) and executed other documents, including the Deed of Trust (as described below) which encumbers property located in various North Carolina and Virginia counties, in connection with the Loan (the Notes, these other documents, and the Loan Modification Agreements described below collectively referred to as the “Loan Documents”). Subsequently, the Borrower and Lender entered into various Loan Modification Agreements modifying certain provisions of the Loan Documents (together, the “Loan Modification Agreements”), which among other things, increased the maximum amount of the Loan to $24,500,000.00. The parties now wish to further modify certain provisions of the Loan Documents. The parties, in consideration of their Recitals and in exchange for the mutual promises contained in this Agreement, agree as follows:

1.             Modification. Notwithstanding language in the Notes and the other Loan Documents to the contrary, the parties agree that the maximum principal amount which may be advanced or readvanced under the Notes shall, in the aggregate, remain at $24,650,000.00; but that the Lender, in its discretion, can determine the maximum amount which may be advanced or readvanced under the NC Note and the Virginia Note, respectively, up to that $24,650,000.00 amount. All Loan Documents, including, but not limited to the Notes and Deed of Trust, are amended accordingly.

2.             Effect of Modification. Except as amended by this Agreement, the provisions of the Loan Documents are hereby confirmed and shall remain in full force and effect. The parties acknowledge that the Notes, remain secured by all of those Deed of Trust, Security Agreement and Assignment of Leases (Master Line) instruments executed by Borrower as security for the

Loan, including, but not limited to that instrument recorded at Book 8080, Page 1025, Wake County Registry, as supplemented by those Supplemental Deed(s) of Trust, if any, executed by Borrower, (collectively the “Deed of Trust”). This Agreement shall not, in any way, constitute a novation of the Loan.

3.             Representations.  The Borrowers and Guarantor, by their signatures below, acknowledge that: (i) the Notes and other Loan Documents, as amended, represent valid and subsisting obligations of the Borrowers and Guarantor, respectively; (ii) that there are no known defenses or offsets against those obligations; and (iii) as of this date, to the best of their knowledge, neither the Borrower nor the Guarantor is in default under any of the Loan Documents, nor is there currently any event which, with the passage of time, would constitute an Event of Default under any of the Loan Documents.

4.             Substitution of Trustee. The Lender is the holder of all right and title to the Deed of Trust and the Note. The Lender, as holder and owner of the Note, now desires that J. ▇▇▇▇▇ ▇▇▇▇▇▇▇ be substituted as Trustee in the Deed of Trust in the place of ▇▇▇▇ ▇. ▇▇▇▇▇▇▇. Lender appoints and substitutes J. ▇▇▇▇▇ ▇▇▇▇▇▇▇ as Trustee under the Deed of Trust in the place and with the titles, rights, powers, duties, and estates of the original Trustee.

5.             Miscellaneous.  As a material inducement to each party to enter into this Agreement, the parties, severally, make the following representations and warranties, each of which shall be true and correct as of the date of this Agreement: (i) It has full power and legal right to execute, deliver and perform this Agreement; and (ii) The execution and delivery of this Agreement and the consummation of the contemplated transactions will not conflict with, violate or constitute a default under any contract or other instrument to which it is a party or by which it is bound. No modification of this Agreement shall be binding unless in writing, attached hereto, and signed by the party against whom or which it is sought to be enforced. This Agreement shall be binding upon and shall inure to the benefit of the parties and their successors and permitted assigns. This Agreement shall be construed in accordance with the laws of North Carolina without giving effect to its conflict of laws principles. All words and phrases in this Agreement shall be construed to include the singular or plural number, and the masculine, feminine, or neuter gender, as the context requires. Each party will execute and deliver all additional documents and do all such other acts as may be reasonably necessary to carry out the provisions and intent of this Agreement.

IN WITNESS WHEREOF, the undersigned have executed, and delivered this agreement as of the date first above written.

BORROWER:			GUARANTOR:
▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ CORPORATION, a Virginia Corporation			ORLEANS HOMEBUILDERS, INC., a Delaware Corporation
BY:	▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇		BY:		▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Name/Title:	Chief Financial Officer		Name/Title:	Chief Financial Officer

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▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ & ORLEANS, INC., a Delaware Corporation
BY:	▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Name/Title:	Chief Financial Officer
LENDER:			TRUSTEE:
SOUTHTRUST BANK, a state banking corporation (SEAL)
BY:	▇▇▇▇▇ ▇. ▇▇▇▇▇		BY:		J. ▇▇▇▇▇ ▇▇▇▇▇▇▇
Name/Title:	Vice President		Name/Title:	Trustee

STATE OF

COUNTY OF

I, a Notary Public of the County and State aforesaid, certify that  ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ personally came before me this day and acknowledged that he/she is Chief Financial Officer of ▇▇▇▇▇▇ & Lancaster Corporation, a Virginia corporation, and that by authority duly given and as the act of the corporation, the foregoing instrument was signed by him/her in that capacity.

Witness my hand and notarial seal this June 18, 2001.

	▇▇▇▇▇ ▇. ▇▇▇▇▇
(NOTARY SEAL)	Notary Public
	My Commission expires: December 18, 2004

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