EX-10.2 3 rdi-20250630xex10_2.htm EX-10.2

PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BECAUSE THEY ARE BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. INFORMATION THAT HAS BEEN OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***]”

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SECOND OMNIBUS LOAN MODIFICATION AND EXTENSION AGREEMENT

THIS SECOND OMNIBUS LOAN MODIFICATION AND EXTENSION

AGREEMENT (this “Agreement”) dated as of May 2, 2025 by and between Reading Tammany Owner LLC, a Delaware limited liability company and US Development, LLC, a Nevada limited liability company (collectively, the “Borrower”) and EMERALD CREEK CAPITAL 3, LLC, as administrative agent (“Administrative Agent”) and Lender (as defined in the Loan Agreement).

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RECITALS:

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| A. Pursuant to that certain Loan Agreement, that certain Building Loan Agreement, and that certain First Amendment to the Loan Agreement, by and among Lender, Administrative Agent and Borrower, dated as of May 7, 2021, April 13, 2023, May 13, 2022, and May 2, 2025, respectively (as amended hereby and as the same may be further amended, modified, restated, supplemented, replaced or otherwise modified from time to time, collectively, the “Loan Agreement”), Lender made a loan to Borrower in the aggregate principal amount of up to

$43,000,000.00 (the “Senior Loan”), and of up to $6,000,000.00 (the “Junior Loan”) (collectively, the “Loan”), which Loan is evidenced by, among other things, that certain Amended, Restated and Consolidated Note in the amount of up to $43,000,000.00, dated as of May 7, 2021, and that certain Building Loan Note in the amount of up to $6,000,000.00, dated as of April 13, 2023, made by Borrower to the order of Administrative Agent for the benefit of Lender (collectively, the “Note”).

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| B. Capitalized terms used and not defined herein have the meaning ascribed to them in the Loan Agreement.

| C. The Loan is secured by, among other things, that certain Agreement of Consolidation and Modification of Mortgage, and that certain Building Loan Mortgage, Assignment of Leases and Rents and Security Agreement (collectively, the “Mortgage”), which encumbers certain property owned by Borrower known as 44-48 Union Square (a/k/a 44-48 Union

Square East), New York, New York 10003, which is more specifically described in the Mortgage (the “Property”), and an Assignment of Leases and Rents, and Building Loan Assignment of Leases and Rents (collectively, the “Assignment of Rents”).

| D. The Loan Agreement, Note, Mortgage, Assignment of Rents, and the other instruments, documents and agreements that evidence and secure the Loan are collectively referred to as the “Loan Documents”.

| E. The Maturity Date of the Loan is May 6, 2025.

| F. Subject to terms and conditions set forth herein, Administrative Agent and Lender agree to extend the term of the Loan for a period of eighteen months to November 6, 2026

(the “Extension”).

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NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, Borrower and Lender hereby covenant and agree as follows:

| 1. Incorporation. The Recitals set forth at the beginning of this Agreement are hereby incorporated in and made a part of this Agreement by this reference.

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| 2. Acknowledgment of Outstanding Principal Balance; Funds. Borrower and Lender agree that as of April 30, 2025, (i) the outstanding principal balance of the Senior Loan is

$43,000,000.00, (ii) the outstanding principal balance of the Junior Loan is $4,140,910.80, (iii) the remaining balance of the Senior Loan Interest Reserve Funds is $291,524.48, (iv) the remaining balance of the Junior Loan Interest Reserve Funds is $55,864.34, and (v) the remaining balance of the Tax Reserve Funds is $0.00.

| 3. Conditions Precedent. This Agreement shall become effective on the date the following conditions are satisfied (the satisfaction of which shall, solely for purposes of the effectiveness of this Agreement, be evidenced by Administrative Agent's execution of this Agreement):

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| (a) |  | Borrower shall have executed and delivered this Agreement to Administrative Agent.

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| (b) Borrower shall have taken, or caused to be taken such other actions and executed and delivered such other documentation as may be reasonably requested by Administrative Agent or its counsel in order to give effect to this Agreement, and to perform, preserve and protect the continued priority and effectiveness of the Loan Documents, as hereby amended.

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| (c) Borrower shall have delivered to Administrative Agent a bring down of title for the Property showing that there have been no liens or encumbrances against the Property from and after the Closing Date, unless consented to in writing by Administrative Agent.

| (d) Borrower shall submit to Administrative Agent evidence satisfactory to Lender that the Policies (as defined in the Loan Agreement) are still in full force and effect and all Insurance Premiums (as defined in the Loan Agreement) have been paid in full, so that the coverage of the Policies will extend beyond the Maturity Date.

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| (e) Borrower shall have paid to Administrative Agent’s counsel reasonable legal fees incurred in connection with this Agreement. Borrower agrees to pay to Administrative Agent’s counsel reasonable legal fees related to the review of the Downtown Magic Association, LLC lease as incurred.

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| 4. |  | Modification to the Loan Agreement and Loan Documents.

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| (a) |  | The Loan Agreement is hereby amended as follows:

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| (i) The definition of “Maturity Date” is amended and restated in its entirety to read as follows: “Maturity Date” shall mean November 6, 2026 or such other date on which the final payment of principal of the Note becomes due and payable as therein or herein provided, whether at such stated maturity date, by declaration of acceleration, or otherwise.”

| (ii) |  | Section 2.5 is amended and restated in its entirety to read as follows:

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Subject to the provisions of this Section 2.5, Borrower will have the option to (i) extend the term of the Loan beyond the Maturity Date for one (1) successive term (the “Extension Option”) of six (6) months (the “Extension Term”) to May 6, 2027 (the “Extended Maturity Date”). In order to exercise the Extension Option, Borrower shall deliver to Administrative Agent written notice of its intent to exercise the Extension Option no earlier than one hundred twenty (120) days, and no later than forty-five (45) days, prior to the then applicable Maturity Date, and upon the giving of such notice of extension, the Maturity Date as theretofore in effect shall be extended as set forth above, subject to the satisfaction of the following conditions on or before such Maturity Date:

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| (a) no monetary Default, material non-monetary Default or Event of Default shall have occurred and be continuing on Maturity Date, as applicable;

| (b) Borrower shall have made an additional deposit to the Interest Reserve Funds in an amount reasonably determined by Administrative Agent. Borrower acknowledges that this replenishment amount will equate to the first three months’ interest reserve replenishment amount; to be followed by an additional deposit for the remainder of the Extension Term once depleted;

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| (c) Borrower shall have paid to Administrative Agent all out-of-pocket expenses (including reasonable legal fees and disbursements of Administrative Agent’s outside counsel) incurred by Administrative Agent in connection with Borrower’s exercise of the Extension Option;

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| (d) Following Administrative Agent’s confirmation that Borrower has satisfied the conditions set forth in Section 2.5 (a), (f) and (g) hereof, Borrower shall have made a principal paydown of the loan in the amount of $500,000.00;

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| (e) Borrower shall have paid to Administrative Agent, (i) in connection with the Extension Option, an amount equal to one quarter of one percent (0.25%) of the outstanding principal balance of the Loan at the time of the extension (taking into account the principal paydown in clause (d));

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| (f) Borrower shall have entered into a lease with [***] (or its affiliated entity) or another tenant acceptable to Administrative Agent in their sole and absolute discretion, and Borrower shall have delivered possession of the space demised under such lease to such tenant; and

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| (g) Administrative Agent shall have completed substantively the same “know your customer” due diligence review and completion of a credit check which was conducted in connection with the closing of the Loan with respect to Borrower and Guarantor and, to the extent such review differs from the review conducted in connection with the closing of the Loan, then such review shall be substantively consistent Administrative Agent’s review process with respect to similar loans across

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its portfolio; provided, that, for the avoidance of doubt the foregoing review process shall not permit Administrative Agent to require any further conditions to the extension of the Loan which increase the obligations of Borrower or Guarantor under the Loan Documents.

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| 5. Principal Paydown. As a material inducement to Lender and Administrative Agent to enter into this Agreement, Borrower hereby agrees that it shall make the following $1,000,000 principal paydown of the Loan in two equal installments as follows: (a) $500,000 on or before May 21, 2025; and (b) $500,000 on or before February 6, 2026.

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| 6. Property Taxes. On or before May 21, 2025, Borrower will pay $308,804 for Taxes due on July 1, 2025 to Administrative Agent and Administrative Agent shall make the required payment to the New York City Department of Finance on Borrower’s behalf, as long as the funds held are sufficient to cover the amount of Taxes due. For the Taxes due following the July 1, 2025 payment, Borrower will pay such Taxes to the New York City Department of Finance not later than 10 Business Days prior to the due date Borrower shall make such payment of real property Taxes due and provide evidence of such payment to Administrative Agent.

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| 7. Interest Reserve Fund. On or before May 21, 2025, Borrower shall have deposited with Administrative Agent an additional $719,969.99 in Interest Reserve Funds into the Account for the Senior Loan, and an additional $208,845.36 in Interest Reserve Funds for the Junior Loan. Borrower acknowledges that this replenishment amount equates to the first six months’ interest reserve replenishment amount; to be followed by quarterly reserve replenishments.

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| 8. Extension Fee. On or before May 21, 2025, Borrower shall have paid to Administrative Agent an extension fee in the amount of $645,000.00 for the Senior Loan and

$54,613.66 for the Junior Loan.

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| 9. No Defenses, Counterclaims or Rights of Offset. As a material inducement to Lender and Administrative Agent to enter into this Agreement, Borrower hereby acknowledges, admits, and agrees that, as of the date of the execution and delivery of this Agreement, there exists no rights of offset, defense, counterclaims, claims, or objections in favor of Borrower against the Lender or Administrative Agent with respect to the Loan Documents, as amended to date or alternatively, that any and all such rights of offset, defenses, counterclaims, claims, or objections are hereby unconditionally and irrevocably waived and released.

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| 10. No Other Changes or Modification. Nothing contained in this Agreement shall (a) be deemed to cancel, extinguish, release, discharge or constitute payment or satisfaction of the Notes or to affect the obligations represented by the Notes, or (b) be deemed to impair in any manner the validity, enforceability or priority in the Loan Agreement, the Mortgage, any other Loan Document or any lien thereof.

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| 11. Confirmation and Reaffirmation. All of the terms, covenants, conditions, waivers and consents contained in the Loan Documents shall, remain in full force and effect. The Loan

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Documents, as hereby amended, and the indebtedness evidenced thereby are hereby ratified and confirmed, and each and every grant, provision, covenant, condition, obligation, right and power contained therein or existing with respect thereto shall continue in full force and effect. Borrower hereby acknowledges and agrees that the Loan Documents, as amended, are enforceable against Borrower in accordance with their terms.

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| 12. Further Assurances. Upon request of the Administrative Agent, Borrower shall make, execute, and deliver (or shall cause to be made, executed, and delivered) to Administrative Agent any and all such other documents and instruments that they may consider reasonably necessary to correct any errors in or omissions from this Agreement, or any of the Loan Documents, or to effectuate, complete, perfect, continue or preserve their respective obligations thereunder or any of the liens, security interests, grants, rights, or other interests of or in favor of Administrative Agent thereunder. Borrower shall take all such actions that Administrative Agent may reasonably request from time to time in order to accomplish and satisfy the provisions of this Agreement.

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| 13. |  | Miscellaneous.

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| (a) The caption and section headings in this Agreement are for convenience only and are not intended to define, alter, limit or enlarge in any way the scope of the meaning of this Agreement or any term or provisions set forth in this Agreement.

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| (b) This Agreement may be executed simultaneously in any number of counterparts and sent via facsimile (and/or electronic email/pdf) to the parties, each of which when so executed and delivered shall be taken to be an original, but such counterparts shall together constitute but one and the same document. Telefacsimile transmissions (or such electronic copies) of any executed original counterpart signature page to this Agreement and/or retransmission of such any executed telefacsimile transmission (or such electronic copies) shall be deemed to be the same as the delivery of an executed original and the parties may not claim any defect based upon the other parties’ inability to produce a “hard” signature copy.

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| (c) This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns. This Agreement and obligations of such parties hereunder are and at all times shall be deemed to be for the exclusive benefit of such parties and their respective successors and assigns, and nothing set forth herein shall be deemed to be for the benefit of any other person.

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| (d) This Agreement shall be governed and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law.

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[Signature page follows]

IN WITNESS WHEREOF this Second Omnibus Loan Modification and Extension Agreement has been duly executed and delivered as of the date set forth in the introductory paragraph hereof.

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BORROWER:

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Reading Tammany Owner LLC

/s/ Gilbert Avanes

By:

Name: Gilbert Avanes Title: Authorized Signatory

US Development, LLC

/s/ Gilbert Avanes

By:

Name: Gilbert Avanes Title: Authorized Signatory

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LENDER:

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EMERALD CREEK CAPITAL 3, LLC

By: Emerald Creek Advisors LLC, its Manager

/s/ Mark Bahiri

By:

Name: Mark Bahiri
Title: Managing Member

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ADMINISTRATIVE AGENT: EMERALD CREEK CAPITAL 3, LLC

By: Emerald Creek Advisors LLC, its Manager /s/

/s/ Mark Bahiri

By:

Name: Mark Bahiri
Title: Managing Member

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