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