Exhibit 10.15

 

 

First Amendment to Credit Agreement

 

This First Amendment to Credit Agreement (“First Amendment”), dated as of the 26th day of December 2012, by and between BENJAMIN MARCUS HOMES, L.L.C., a Pennsylvania limited liability company (“BMH”), INVESTOR’S MARK ACQUISITIONS, LLC (“IMA”), a Delaware limited liability company (each a “Borrower Party” and collectively, the “Borrower Parties”), and Mark L. Hoskins, an individual residing in the Commonwealth of Pennsylvania (“Hoskins”),

 

AND

 

SHEPHERD’S FINANCE, LLC, a Delaware limited liability company (“Lender”).

 

WITNESSETH:

 

WHEREAS, the parties entered into that certain Credit Agreement dated December 30, 2011 (the “Credit Agreement”); and

 

WHEREAS, the parties wish to amend the Credit Agreement.

 

NOW, THEREFORE, in consideration of the mutual covenants herein contained and intending to be legally bound hereby, the parties hereto agree as follows:

 

1. Defined Terms.  Capitalized terms used herein and not defined herein shall have the meanings set forth in the Credit Agreement.

 

2. Modifications.

 

A.	The definition of “Agreement” contained in Section 1.01 is hereby replaced with the following:  “Agreement” shall mean this Credit Agreement, as modified by the First Amendment and any future amendments, modifications, or supplements from time to time.”

 

B.	The chart in Section 2.05(f) is hereby replaced with the following:

 

Closing Date – February 28, 2012	$5,800,000.00
March 1, 2012 – March 31, 2012	$5,700,000.00
April 1, 2012 – April 30, 2012	$5,600,000.00
May 1, 2012 – May 31, 2012	$5,500,000.00
June 1, 2012 – June 30, 2012	$5,400,000.00
July 1, 2012 – July 31, 2012	$5,300,000.00
August 1, 2012 – August 31, 2012	$5,200,000.00
September 1, 2012 – September 30, 2012	$5,100,000.00
October 1, 2012 – October 31, 2012	$5,000,000.00
November 1, 2012 – June 30, 2013	$4,900,000.00
July 1, 2013 – November 30, 2013	$4,700,000.00
December 1, 2013 – thereafter	$4,500,000.00

 

C.

Effective as of the date of this First Amendment, there shall be no management fee associated with the development of the Tuscany Land as contemplated by Section 2.08(b) of the Credit Agreement.  All references to a management fee and method of calculation of same are hereby deleted from Section 2.08(b) of the Credit Agreement.

 

D.	Section 2.08(b) is hereby further amended to acknowledge that the Lender has approved the final development budget for the development of the Tuscany Land, which approved budget is attached as EXHIBIT A to this First Amendment.

 

E.	EXHIBIT D is hereby amended as follows:

 

1.	“Release Prices” is hereby replaced with “Release Prices for lots on Hamlets Land”.

 

2.	The following is hereby added to the end of EXHIBIT D:

 

“Release Prices for lots on Tuscany Land

 

The Release Price for each lot, as used in section 2.05(b), shall be the higher of 1) the proceeds from the lot closing (gross selling price minus seller’s portion of the following: real estate commissions, title costs, recording costs and stamps), or 2) the following amounts for each lot number:

 

 

Lot 1	$      297,500.00
Lot 2	$      233,750.00
Lot 3	$      488,750.00
Lot 4	$      340,000.00
Lot 5	$      233,750.00
Lot 6	$      233,750.00
Lot 7	$      233,750.00
Lot 8	$      250,750.00
Lot 9	$      233,750.00
Lot 10	$      276,250.00
Lot 11	$      318,750.00
Lot 12	$      382,500.00
Lot 13	$      488,750.00
Lot 14	$      187,000.00
Lot 15	$      199,750.00
Lot 16	$      212,500.00
Lot 17	$      233,750.00
Lot 18	$      170,000.00

 

 

3. Miscellaneous.  This First Amendment to the Credit Agreement, and all other terms and conditions of the Credit Agreement not specifically amended by this First Amendment shall continue and remain in full force and effect.  No variation, modification or amendment to this First Amendment shall be deemed valid or effective unless and until it is signed by the parties hereto.  This First Amendment may be executed in counterparts, each of which once so executed shall be deemed to be original and all of which taken together shall constitute one and the same agreement.

 

 

 

 

 

 

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IN WITNESS WHEREOF, the parties have caused this First Amendment to be duly and properly executed as of the date first above written.

 

THE BORROWER PARTIES:

 

 

BENJAMIN MARCUS HOMES, L.L.C.

 

 

By: /s/  Mark L. Hoskins 

Name: Mark L. Hoskins

Title: Manager

 

 

INVESTOR’S MARK ACQUISITIONS, LLC

 

 

By: /s/  Mark L. Hoskins 

Name: Mark L. Hoskins

Title: Manager

 

 

MARK L. HOSKINS INDIVIDUALLY:

 

 

/s/  Mark L. Hoskins 

Mark L. Hoskins

 

 

LENDER:

 

 

SHEPHERD’S FINANCE, LLC

 

 

By: /s/  Dan Wallach 

Name: Dan Wallach

Title: Chief Executive Officer

 

 

 

 

The Guarantors join in the execution of this First Amendment to evidence their agreement to the applicable provisions of this First Amendment.

 

 

 

GUARANTORS:

 

 

BENJAMIN MARCUS HOMES, L.L.C.

 

 

By: /s/  Mark L. Hoskins 

Name: Mark L. Hoskins

Title: Manager

 

 

INVESTOR’S MARK ACQUISITIONS, LLC

 

 

By: /s/  Mark L. Hoskins 

Name: Mark L. Hoskins

Title: Manager

 

 

 

/s/  Mark L. Hoskins 

Mark L. Hoskins

 

 

 

 

EXHIBIT A

 

 

				Tuscany Budget
$	270,000			paving (prior to final course)
$	130,000			paving (final course
$	1,216,000			Sopko excavation
$	(110,000	)		contribution from neighbor
$	140,000			water
$	15,000			hydrants
$	38,500			landscaping
$	76,000			bonding
$	89,000			contingency
$	41,000			permitting fees (paid)
$	37,500			township engineering fees (outstanding)
$	1,943,000			Budget Total
				Source of Funds
$	1,291,000			Shepherd's Finance prior to lot sales in Tuscany, assuming all lots are sold in Hamlets 1 and 2
$	130,000			Shepherd's Finance final paving (from lot sale proceeds in Tuscany)
$	121,000			Sopko Retainage, to be paid after third lot sale in Tuscany
$	41,000			permitting fees (paid)
$	26,000			Water Company Funds
$	27,000			Retainage on Amity first course (paid after second lot sale)
$	201,000			Sopko final payment prior to retainage won't happen until first and second lot sale
$	38,500			No landscaping bills paid until 2nd lot sells
$	67,500			From Mark on the initial paving bill
$	1,943,000			Total