Moody National REIT II, Inc. 10-K


 





EXHIBIT 10.46



 





 


 


March 28, 2018


 


 


 


	
        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 (the “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, as modified by that certain Letter Agreement dated December 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.


§9.4 of the Loan Agreement is hereby amended by deleting the reference contained therein
to “March 31, 2018” and replacing same with “June 30, 2018”.


2.


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. 


3. 


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.


4.


Except as expressly provided herein, all provisions, terms and conditions of the Credit Agreement
and all other documents and instruments executed in connection therewith shall remain in full force and effect. The execution,
delivery and effectiveness of this letter agreement shall not operate as a waiver of any right, power or remedy of the Agent and
the Lenders under any Loan Document, nor constitute a waiver of any provision of any Loan Document, except as expressly set forth
herein. The Borrower hereby acknowledges and agrees that all representations and warranties made by the Borrower under the Loan
Documents continue to remain true and accurate in all material respects, with the exception of those that expressly relate to an
earlier date.


5.       



The Borrower and each Guarantor hereby acknowledge and agree that they have no claims, counterclaims,
offsets or defenses against the Agent or the Lenders with respects to the amounts outstanding under Loan Documents or otherwise
in connection with the Loan Arrangement, and to the extent such claims, counterclaims, offsets or defenses should exist, the Borrower
and each Guarantor each hereby expressly waive same and release the Agent and the Lenders from all liability in connection therewith.


 


SIGNATURES ON FOLLOWING
PAGE




    	 



    	 



    

 


Moody National Operating Partnership II, LP


c/o Moody National Companies


March 28, 2018


Page 2


 


 


	 	
        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


 




    	 



    	 



    

 


Moody National Operating Partnership II, LP


c/o Moody National Companies


March 28, 2018


Page 3


 


 


	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 1 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