EX-10.2 3 ex10-2.htm EX-10.2

 

Exhibit 10.2

 

THIRD AMENDMENT TO AMENDED, RESTATED AND CONSOLIDATED CREDIT AGREEMENT

 

This Third Amendment to Amended, Restated and Consolidated Credit Agreement (“Third Amendment”) is made and entered into as of August 6, 2025, by and among:

 

  ● BENJAMIN MARCUS HOMES, L.L.C., a Pennsylvania limited liability company (“BMH”),
     
  ● INVESTOR’S MARK ACQUISITIONS, LLC, a Delaware limited liability company (“IMA”),
     
  ●339 JUSTABOUT LAND CO., LLC, a Pennsylvania limited liability company (“JUSTABOUT”) (each a “Borrower Party” and collectively, the “Borrower Parties”),and
 

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

 

 

 

RECITALS

 

WHEREAS, the parties entered into that certain Amended, Restated and Consolidated Credit Agreement dated January 27, 2022, as amended by the First Amendment dated April 12, 2022, and the Second Amendment dated March 3, 2023 (collectively, the “Credit Agreement”);

 

WHEREAS, the Borrower Parties executed a certain Amended, Restated and Consolidated Revolving Demand Note dated January 27, 2022, in the maximum principal amount of $8,500,000.00 (the “Note”);

 

WHEREAS, Borrower Parties have requested an increase in the loan commitment to facilitate the repurchase of 339 Justabout Land Co., LLC, fund future development, and establish an interest escrow account;

 

WHEREAS, the Lender is willing to make such modifications under the terms set forth herein;

 

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants contained herein, the parties agree as follows:

 

 

 

1. Defined Terms

 

Capitalized terms used but not defined herein shall have the meanings assigned to them in the Credit Agreement.

 

 

 

 

2. Modifications

 

(a) The maximum principal amount of the Note and the total loan commitment under the Credit Agreement is hereby increased to $13,450,000.00.

 

(b) This increase includes the following components:

 

  ● Existing commitment of $1,950,000.00;
     
  ● Repurchase of 339 Justabout Land Co., LLC for an estimated amount of $10,366,868.76;
     
  ● Initial Interest Escrow deposit of $1,000,000.00;
     
  ● Additional funding for development costs.

 

(c) Interest Rate. The unpaid principal balance of this Note shall bear interest as follows:

 

(a) Existing Balance: The portion of the principal balance attributable to advances made prior to the date of this Note (i.e., up to $1,950,000.00) shall continue to accrue interest at the rate set forth in the original Amended, Restated and Consolidated Revolving Demand Note dated January 27, 2022, as previously amended — specifically, Cost of Funds (COF) plus 7.0% per annum, computed on the basis of the actual number of days elapsed over a 365-day year.

 

(b) New Advances: All new advances made on or after the date of this Note — including those related to the repurchase of 339 Justabout Land Co., LLC and the development of the Tuscany and Newcastle projects — shall accrue interest at a variable rate equal to COF (Cost of Funds) plus 5.5% per annum, also computed on the basis of the actual number of days elapsed over a 365-day year.

 

1.Lender shall track and apply interest calculations separately with respect to each category of indebtedness.

 

(d) Interest Escrow Account: In addition to the $1,000,000.00 initially deposited at closing, 15% of the gross proceeds from each lot sale shall be automatically deposited into the escrow to fund future interest payments. The interest escrow shall apply solely to the new loan funds related to the repurchase of 339 Justabout Land Co., LLC and the development of the Tuscany/Newcastle lots. BMH shall remain responsible for making monthly interest payments on the pre-existing $1,950,000.00 loan balance, as such portion is not covered by the interest escrow account. Lender shall not be obligated to apply escrowed funds to interest accrued on any portion of the loan other than the newly advanced funds.

 

(e) Additional Collateral Confirmation: The Borrower Parties and Lender hereby acknowledge that the real property listed in Schedule A attached hereto continues to serve as collateral for the Loan by virtue of an existing unreleased Pennsylvania Open-End Mortgage previously granted to Lender. No further action is necessary to affirm the validity of said collateral. The Borrower Parties agree not to seek release of any such lots unless and until Lender receives the applicable payoff amounts.

 

 

 

3. Miscellaneous

 

Except as modified by this Third Amendment, the Credit Agreement and all related documents remain in full force and effect.

 

This Third Amendment may be executed in counterparts and delivered electronically. Each counterpart shall be deemed an original and all counterparts together shall constitute one instrument.

 

 

 

 

IN WITNESS WHEREOF, the parties have executed this Third Amendment as of the date first written above.

 

BORROWER PARTIES:  
     
BENJAMIN MARCUS HOMES, L.L.C.  
 
By: /s/ Mark L. Hoskins  
By: Mark L. Hoskins  
Name: Mark L. Hoskins  
Title: Member  

 

INVESTOR’S MARK ACQUISITIONS, LLC  
 
By: /s/ Mark L. Hoskins  
By: Mark L. Hoskins  
Name: Mark L. Hoskins  
Title: Member  

 

339 JUSTABOUT LAND CO., LLC  
 
By: /s/ Mark L. Hoskins  
By: Mark L. Hoskins  
Name: Mark L. Hoskins  
Title: Member  

 

LENDER:  
 
SHEPHERD’S FINANCE, LLC  
     
By: /s/ Daniel M. Wallach  
Name: Daniel M. Wallach  
Title: Chief Executive Officer  

 

GUARANTORS:
 
/s/ Mark L. Hoskins  
Mark L. Hoskins  
   
/s/ Barrett Hoskin  
Barrett Hoskins  

 

 

 

 

Schedule A: Collateral Lots

 

Lot   Address   Payoff   Home Sales Price   1% of Sales Price   McMurray Nursery Adder   Total Payoff
102   102 Victor St.   340,000   1,659,900   16,599       356,599
105   108 Victor St.   375,000   1,650,000   16,500   4,995   391,500
107   304 Walker Trace   475,000   2,365,000   23,650       498,650
112   301 Walker Trace   400,000   1,659,900   16,599   4,995   416,599
113   115 Victor St.   375,000   1,659,900   16,599   4,995   391,599
115   111 Victor St.   375,000   1,659,900   16,599       391,599
118   103 Victor St.   350,000   1,659,900   16,599   4,995   366,599
119   101 Victor St.   275,000   1,659,900   16,599   4,995   291,599
201   417 Justabout Rd.   475,000   3,000,000   30,000       505,000
202   415 Justabout Rd.   450,000   3,000,000   30,000       480,000
203   413 Justabout Rd.   475,000   3,000,000   30,000       505,000
205   210 Loganbridge Dr.   375,000   1,659,900   16,599   4,995   391,599
206   212 Loganbridge Dr.   385,000   1,659,900   16,599   4,995   401,599
207   214 Loganbridge Dr.   405,000   1,659,900   16,599   4,995   421,599
208   216 Loganbridge Dr.   385,000   1,659,900   16,599   4,995   401,599
210   220 Loganbridge Dr.   350,000   1,659,900   16,599       366,599
213   211 Loganbridge Dr.   386,516   1,659,900   16,599       403,115
214   209 Loganbridge Dr.   361,516   1,659,900   16,599       378,115
217   203 Loganbridge Dr.   325,000   1,659,900   16,599       341,599
218   201 Loganbridge Dr.   275,000   1,659,900   16,599       291,599
219   385 Justabout Rd.   450,000   3,000,000   30,000   4,995   480,000

 

 

 

 

AND the Newcastle Undeveloped Property further described as:

 

ALL THAT CERTAIN lot or parcel of land situate in the Township of Peters, County of Washington, Commonwealth of Pennsylvania, being Parcel B of a Plan entitled “Tuscany Plan of Lots - Lot 13 Subdivision” as recorded in Instrument number 202300382 and further based on a field survey prepared Keystone Surveying and Mapping, Inc. dated 11/21/2022 and being more particularly described as follows:

 

BEGINNING at a point on the southerly line of SR-1019 (Justabout Road), a 33’ right-of-way, the northeasterly corner of a tract of land now or formerly conveyed to Michael P. & Terry G. McGonigal, by deed, recorded in Deed Book Volume 2831 page 154; thence,

 

Along said SR-1019 (Justabout Road), the following five (5) courses:

 

1. South 85°20’01” East, a distance of 3.80 feet to a point; thence,

 

2. South 83°46’53” East, a distance of 190.79 feet to a point; thence,

 

3. South 82°24’54” East, a distance of 223.84 feet to a point; thence,

 

4. South 79°32’18” East, a distance of 462.47 feet to a point; thence,

 

5. Along a curve to the left, having a radius of 620.00 feet, an arc length of 147.83 feet, subtended by a chord which bears, South 86°22’08” East, a chord distance of 147.48 feet to a set iron pin & cap at the northwesterly line of a tract of land now or formerly conveyed to Charles Ronald Weiland, by deed, recorded in Deed Book Volume 1361 page 542; thence,

 

Leaving said SR-1019 (Justabout Road), along the westerly line of said Weiland’s tract and others, South 00°06’56” East, passing over a found axle at a distance of 208.11 feet, a total distance of 663.21 feet to a set iron pin & cap at the southeasterly corner of a tract of land now or formerly conveyed to Patricia L. & Keith A. Korintus, by deed, recorded in Deed Book Volume 2458 page 391; thence,

 

Along the southerly line of said Korintus’ tract, South 80°02’28” East, passing over a set iron pin & cap at a distance of 267.20 feet, a total distance of 277.20 feet to a point in Sienna Trail, a 33’ right-of-way; thence,

 

Thence through Sienna Trail, South 07°00’16” West, a distance of 116.67 feet to found 5/8” iron pin & cap at the northeasterly corner of a tract of land now or formerly conveyed to Bruce Harrison Jr, by deed, recorded in Deed Book Volume 1090 page 284; thence,

 

Leaving said Sienna Trail, along the northerly line of said Harrison’s tract, the following two (2) courses:

 

1. South 62°15’53” West, a distance of 234.30 feet to a found 5/8” iron pin & cap; thence,

 

2. South 50°18’11” West, passing over a found 5/8” iron pin & cap at a distance of 375.94 feet, a total distance of 508.08 feet to a set iron pin & cap on the easterly line of a tract of land now or formerly conveyed to Joel C. & Kathy J. Ross, by deed, recorded in Instrument number 201905492; thence,

 

Leaving said Harrison’s tract, along said easterly line of Ross’ tract and along the easterly line of said McGonigal’s tract, North 27°51’32” West, a distance of 1492.05 feet to a found bolt; thence,

 

Continuing along said easterly line of McGonigal’s tract, North 12°00’00” East, passing over a found concrete monument with iron pin at a distance of 83.74 feet, a total distance of 87.13 feet to the first mentioned point and the PLACE OF BEGINNING.

 

Encompassing 21.333 acres of land, more or less, and subject to easements, right of ways, covenants, and restrictions of record. North and bearing system is based on Pennsylvania State Plane Coordinate System NAD83.