8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 2, 2018 (December 27, 2017)

Moody National REIT II, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Maryland	000-55778	47-1436295
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

6363 Woodway Drive, Suite 110

Houston, Texas 77057

(Address of principal executive offices, including zip code)

(713) 977-7500

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging Growth Company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 1.01.        Entry into a Material Definitive Agreement.

Amendment to Term Loan Agreement

As previously disclosed, on September 27, 2017, Moody National REIT Operating Partnership II, LP, a Delaware limited partnership (“Moody II Operating Partnership”), Moody National REIT II, Inc., a Maryland corporation (“Moody II”) and KeyBank National Association (“KeyBank” and together with Moody II Operating Partnership, Moody II and certain other parties, the “Parties”), entered into a term loan agreement (the “Term Loan Agreement”). On December 27, 2017, the Parties entered into a letter agreement (the “Letter Agreement”) amending certain provisions of the Term Loan Agreement. Pursuant to the Letter Agreement, the Parties agreed to (i) change the date on which interest payments are to be made, and certain information provided, to the fifteenth of each month, (ii) changed the amount of a certain fixtures, furnishings and equipment reserve to $11,383 and (iii) changed the commencement of a financial covenant pursuant to which Moody II must raise $10 million in Net Equity (as such term is defined in the Term Loan Agreement) per calendar quarter to the calendar quarter ending March 31, 2018.

The description of the Letter Agreement in this Current Report on Form 8-K is a summary and is subject to, and qualified in its entirety, by the terms of the Letter Agreement, a copy of which is filed herewith as Exhibit 10.1 and is incorporated by reference herein.

Item 9.01.        Financial Statements and Exhibits.

(d)  Exhibits.

Exhibit Number	Description
10.1	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

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MOODY NATIONAL REIT II, INC.
By:	/s/ Brett C. Moody
Name:	Brett C. Moody
Title:	Chief Executive Officer and President

Date: January 2, 2018

EX-10.1

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