Letter Agreement, dated as of December 27, 2017, by and among Moody National Operating Partnership II, LP, Moody National REIT II, Inc. and Keybank National Association
Moody National REIT II, Inc. 8-K
Exhibit 10.1
December 27, 2017
Moody National Operating Partnership II, LP
c/o Moody National Companies
6363 Woodway Drive, Suite 110
Houston, Texas 77057
Attention: Brett C. Moody, CEO
| Re: | Credit Facility with KeyBank National Association |
Ladies and Gentlemen:
Reference is hereby made to that certain loan arrangement entered into by KeyBank National Association, as Administrative Agent and Lender (collectively, the “Agent”) and Moody National Operating Partnership II, LP, as Borrower, and certain affiliates of the Borrower, as Guarantors, which loan arrangement is evidenced by, among other documents and instruments, that certain Term Loan Agreement dated as of September 27, 2017 (the “Loan Agreement”; unless otherwise defined herein capitalized terms shall have the definitions provided in the Loan Agreement). In connection therewith, the Agent and the Borrower have agreed to modify and/or waive certain conditions set forth in the Loan Agreement in the manner set forth herein. Accordingly, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Agent and the Borrower hereby agree as follows:
1. The definition of “Interest Payment Date” is hereby amended to read as follows:
“The fifteenth (15th) date of each calendar month.”
2. §7.4(h) of the Loan Agreement is hereby amended by deleting the reference therein to “tenth day” and replacing same with “fifteenth day”.
3. §7.17 of the Loan Agreement is hereby amended by deleting the words “tenth day” in the second sentence thereof and replacing same with “fifteenth day”.
December 27, 2017
Page 2
4. §7.18(c)(iv) of the Loan Agreement is hereby amended by deleting the reference contained therein to “$275,000.00” and replacing same with “$11,383.00”.
5. §9.4 of the Loan Agreement is hereby amended by deleting the reference contained therein to “December 31, 2017” and replacing same with “March 31, 2018”.
This letter agreement, which may be executed in multiple counterparts, constitutes one agreement and delivery of a signature page by pdf or other similar electronic means shall, for all purposes, constitute delivery of an original signature page. This letter agreement shall be governed by and construed in accordance with the laws of the State of New York. By their execution hereof, the Borrower and each Guarantor acknowledge and represent that, after giving effect to the terms of this letter, no Default or Event of Default is currently in existence under the Loan Documents.
Except as expressly amended hereby, the remaining terms and conditions of the Loan Agreement and all other documents and instruments executed therewith shall continue in full force and effect.
SIGNATURES ON FOLLOWING PAGE
December 27, 2017
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| Very truly yours, | ||
| AGENT: | ||
| KEYBANK NATIONAL ASSOCIATION | ||
| By: | /s/ Jennifer L. Power | |
| Name: Jennifer L. Power Title: Vice President | ||
| BORROWER: | |||
| MOODY NATIONAL OPERATING PARTNERSHIP II, LP, a Delaware limited partnership | |||
| By: | Moody National REIT II, Inc., a Maryland corporation, its General Partner | ||
| By: | /s/ Brett C. Moody | ||
| Name: Brett C. Moody | |||
| Title: President | |||
December 27, 2017
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| ACKNOWLEDGED AND AGREED: | |
| MOODY NATIONAL REIT II, INC., a Maryland corporation | |
| By: | /s/ Brett C. Moody |
| Name: Brett C. Moody Title: President | |
| MN REIT II TRS, INC., a Delaware corporation | |
| By: | /s/ Brett C. Moody |
| Name: Brett C. Moody Title: President | |
MOODY NATIONAL I POLITO LYNDHURST HOLDING, LLC, MOODY NATIONAL INTERNATIONAL-FORT WORTH HOLDING, LLC, MN LYNDHURST VENTURE, LLC, MN FORT WORTH VENTURE, LLC, each a Delaware limited liability company | |
| By: | /s/ Brett C. Moody |
| Name: Brett C. Moody Title: President | |
