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


Page 3




 





	 	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


Page 4




 


	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