Loan Modification Agreement between Miami Beach Community Development Corporation, Inc. and National Housing Trust Community Development Fund (2) 2C442-1 T3‘111
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Consent to Loan Modification
To: MBCDC Meridian Place LLC,.a Florida limited liability corporation; and their respective
successors, assigns and lenders.
Reference is hereby made to that certain loan (the "NHTCDF Loan") from National
Housing Trust Community Development Fund ("NHTCDF") in favor of MBCDC Meridian Place
LLC, ("Meridian Place"), evidenced by a Mortgage, Assignment of Leases and Rents, Security
Agreement and Fixture Filing, in the original principal amount of $635,012.00, recorded
February 20, 2013, in Official Records Book 28497, Page 2676, of the Public Records of Miami-
Dade County, Florida (the "NHTCDF Mortgage"), which encumbers the property described
in Exhibit "A" attached hereto (the "Project") .
Further reference is hereby made to that certain loan (the "MBRA Loan") from the
Miami Beach Redevelopment Agency ("MBRA") in favor of Meridian Place, evidenced by a
Mortgage and Security Agreement in the original principal amount of $1,500,000, recorded
February 13, 2007, in Official Records Book 25363, Page 1642, in the Public Records of Miami-
Dade County, Florida, which encumbers the Project (the "MBRA Mortgage").
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The undersigned understands that due to hardship and ongoing state of emergency
declared in Florida because of the COVID-19 pandemic, Meridian Place will enter into a loan
modification with NHTCDF to extend the maturity date of the NHTCDF Loan to December
2023, which maturity date may be extended further to a date not to exceed December 2024,
at NHTCDF's option (the "NHTCDF Loan Modification").
NOW THEREFORE, for valuable consideration'received, the receipt and sufficiency of
which are hereby acknowledged: The undersigned hereby consents to Meridian Place
- entering into the NHTCDF Loan Modification, in the form attached hereto as Exhibit B.
Executed under seal this day of ,2021.
WITNESSESS MIAMI BEACH REDEVELOPMENT
AGENCY, a public body corporate
Print Name: politic
By:
Name: Alina T. Hudak
Print Name: Its: Executive Director
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
The foregoing instrument was acknowledged before me by means of [ ] physical
presence or [ ] online notarization, this _ of ,'2021 by Alina T. Hudak, the Executive
Director of the MIAMI BEACH REDEVELOPMENT AGENCY. He/she is [ ] personally
known to me or [ ] has produced a driver's license as identification.
NOTARY PUBLIC, STATE OF FLORIDA
MY COMMISSION EXPIRES
ATTEST:
WF" PATRICK D. CAMM d'
fool E.Granad®,City C ark
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
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61' giV11
' Redevelopment Agency Date
General Counsel
EXHIBIT A
LEGAL DESCRIPTION
Lot 4, in Block 74, of OCEAN BEACH FLORIDA ADDITION No. 3, according
to the plat thereof, as recorded in Plat Book 2, at Page 81, of the Public
Records of Miami-Dade County, Florida.
EXHIBIT B
NHTCDF LOAN MODIFICATION
EXHIBIT B
LOAN MODIFICATION AGREEMENT
THIS LOAN MODIFICATION AGREEMENT(this "Agreement") is made and entered
into as of December_, 2021 (the"Effective Date")by and between MBCDC MERIDIAN
PLACE, LLC, a Florida limited liability company,having an address of 1688 Meridian Avenue,
Suite 700, Miami Beach, FL 33130 ("Borrower"),Miami Beach Community Development
Corporation, Inc., a Florida corporation,having an address of 945 Pennsylvania Avenue, Miami
Beach,FL 33139 ("Guarantor"), and NATIONAL HOUSING TRUST COMMUNITY
DEVELOPMENT FUND, a District of Columbia nonprofit corporation,having an address of 1101
30th Street,NW, Suite 100A,Washington,D.C.20007 ("Lender"), each of which is sometimes
referred to as a"Party" and collectively as the"Parties." The Parties agree that the effective date
of this Agreement shall be December 2021 ("Effective Date").
WITNESSETH
WHEREAS, Borrower and Lender are party to that certain Loan Agreement, dated as of
February 15, 2013, as amended by (i) Amendment Number One to Loan Agreement, between
Borrower and Lender, dated March 26, 2014, (ii) Amendment Number Two to Loan Agreement,
between Borrower and Lender, dated July 1, 2014, (iii) Amendment Number Three to Loan
Agreement,between Borrower and Lender, dated March 31, 2020, (iv)Amendment Number Four
to Loan Agreement, between Borrower and Lender, dated _June 29, 2020, (v) Amendment
Number Five to Loan Agreement, between Borrower and Lender, dated August 28, 2020, (vi)
Amendment Number Six to Loan Agreement,between Borrower and Lender, dated December 24,
2020, (vii) Amendment Number Seven to Loan Agreement,between Borrower and Lender, dated
March 26, 2021, (viii) Amendment Number Eight to Loan Agreement, between Borrower and
Lender, dated May 25, 2021, (ix) Amendment Number Nine to Loan Agreement, between
Borrower and Lender,dated June 24, 2021, and(x)Amendment Number Ten to Loan Agreement,
between Borrower and Lender, dated October 22, 2021 (and as further amended, restated,
supplemented, or otherwise modified from time to time,the"Loan Agreement"),a copy of which
is attached hereto as Exhibit A, whereby Lender agreed to lend to Borrower the principal amount
of Six Hundred Thirty-Five Thousand and Twelve and 00/100ths Dollars ($635,012.00) (together
will all modification and renewals thereof,the"Loan") for the purpose of financing rehabilitation
and maintenance expenses associated with the real property located at 530 Meridian Avenue,
Miami Beach, Florida, 33139, and as more particularly described on Exhibit B attached hereto
(the"Property"), and preserving the Property as affordable housing(the"Project");
WHEREAS, pursuant to the Loan Agreement, Borrower issued to Lender that certain
Promissory Note, dated February 15, 2013, in the amount of $635,012.00 (the "Promissory
Note"), a copy of which is attached hereto as Exhibit C;
WHEREAS, due to the hardship and ongoing "state of emergency declared in Florida as a
result of the COVID-19 pandemic, Borrower requested deferral of payment of debt service on the
1
Loan Modification Agreement
NHTCDF—MBCDC Meridian Place,LLC
(Meridian Place Apartments)
Loan and such deferral was granted through October 22, 2021 by Lender pursuant to the letter
from Lender to Borrower dated June 24, 2021;
WHEREAS,the current outstanding principal balance of the Loan is equal to$476,716.83
(the"Loan Modification Balance");
WHEREAS,Borrower has requested extension of the Loan term to allow additional time
for the closing of 501(c)(3) bond financing for the Project, which financing shall be used in part
to repay the Loan, and Lender has granted such extension request; and
WHEREAS, subject to the terms and conditions set forth herein, the Parties agree to
modify the Loan and Loan Documents as described above.
NOW THEREFORE, for good and valuable consideration,the receipt and sufficiency of
which are hereby acknowledged, the Parties hereby agree as follows:
1. Capitalized terms used herein and not otherwise defined herein shall have the
meanings ascribed to them in the Loan Agreement.
2. The Maturity Date of the Loan shall be the earlier of(i) closing on 501(c)(3)bond
or other financing for the Project; or(ii) December 2023 ("Maturity Date"). The Maturity
Date shall be extended by one year to December 2024 if Borrower provides evidence to the
satisfaction of Lender that Borrower is in the process of closing a 501(c)(3) bond or other source
of financing transaction in an amount sufficient to repay the Loan in full.
3. Commencing as of the Effective Date,the Loan Modification Balance shall bear
an interest rate of six and one half percent(6.5%). Payment of interest only shall be paid monthly
in arrears on the first(1st) day of each month beginning February 1, 2022, and continuing
through the Maturity Date. Interest shall be calculated on the basis of a 360-day year, a 30-day
month for all full months, and at a daily rate of 0.0181% for the actual number of days elapsed
for partial months.
4. Promptly upon execution of this Agreement, Borrower shall pay Lender(i) a loan
modification fee equal to one and one half percent (1.5%) of the Loan Modification Balance
($7,150.75), and(ii)pay all costs incurred in connection with the execution and consummation
of this Agreement, including, without limitation, any recording costs, and the reasonable fees and
expenses of Lender's counsel incurred by Lender in connection with this Agreement. Borrower
agrees that all costs associated with this Agreement payable by Borrower may be withheld from
loan proceeds at the time of execution of the Agreement by Lender.
5. Commencing as of the Effective Date, Borrower shall submit the following
reporting information:
(a) Borrower's and Guarantor's audited financial statements to be submitted
within one hundred fifty (150) days of the end of Borrower's and
Guarantor's fiscal years;
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Loan Modification Agreement
NHTCDF—MBCDC Meridian Place,LLC
(Meridian Place Apartments)
(b) Borrower's and Guarantor's internally prepared financial statements to be
submitted quarterly within forty-five(45) days of the end of each calendar
quarter; and
(c) A quarterly status report for the Project to be submitted within forty-five
(45) days of the end of each three-month period ending March 31st, June
30th, September 30th, and December 31St. Such quarterly reports shall: (i)
describe the progress on the Project since the last status report and identify
any developments with regard to either the Project or the Borrower that
might adversely affect the ability of the Borrower to repay the Loan; (ii)
include Borrower's compiled financial statements for the quarterly period
just ended; and(iii)provide documentation of Project's current insurance
coverage and payment areal estate taxes as required by Loan Documents.
Notwithstanding the foregoing, provided that, within one hundred-fifty (150) days of the end of
Borrower's and Guarantor's fiscal years (the "Borrower Fiscal Year End"), Borrower and
Guarantor provide evidence to the satisfaction of Lender that Borrower's and Guarantor's audited
financial statements will be completed no later than two hundred-seventy (270) days after the
Borrower Fiscal Year End, Lender may, at its discretion, permit submission of the reporting
information in Section 5(a) above within two hundred-seventy(270) days of the Borrower Fiscal
Year End, and such late submission shall not constitute an Event of Default under the Loan
Documents.
6. Except as expressly provided in this Agreement, the Loan Agreement, Promissory
Note, Guaranty, Mortgage,Assignment of Leases and Rents, Security Agreement and Fixture
Filing, and all other Loan Documents remain in full force and effect,unmodified.
7. This Agreement maybe executed in one or more counterparts, all of which taken
together shall constitute one and the same instrument and each of which shall be deemed an
original.
8. This Agreement may be duly executed and delivered by a Party by execution and
facsimile or electronic format(including portable document format(.pdf)) delivery of the
signature page of a counterpart to the other Party, and, if delivery is made by facsimile or other
electronic format, the executing Party,shall promptly deliver,via overnight delivery, a complete
original counterpart that it has executed to the other Party,but this Agreement shall be binding
on and enforceable against the executing Party whether or not it delivers such original
counterpart.
[Signatures appear on following page"
3
Loan Modification Agreement
NHTCDF—MBCDC Meridian Place,LLC
(Meridian Place Apartments)
IN WITNESS WHEREOF, Lender, Borrower and Guarantor,have each executed this •
Loan Agreement as of the day and year first above written.
LENDER:
National Housing Trust Community Development Fund,
a District of Columbia nonprofit corporation,
By:
Josh Earn.
Vice President
BORROWER:
MBCDC Meridian Place,LLC,
a Florida limited liability company,
By: Miami Beach Community Development Corporation, Inc.,
a Florida nonprofit corporation,
its sole member and manager,
By:
Name:
Title:
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GUARANTOR:
Miami Beach Community Development Corporation, Inc.,
a Florida corporation,
By:
Name:
Title:
Signature page to Loan Modification Agreement •
NHTCDF—MBCDC Meridian Place,LLC
(Meridian Place Apartments)
Exhibit A
Loan Agreement
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Exhibit A to Loan Modification Agreement
NHTCDF—MBCDC Meridian Place,LLC
(Meridian Place Apartments)
Exhibit B
Property Description
Lot 4, in Block 74, of OCEAN BEACH FLORIDA, ADDITION NO. 3, according to the plat
thereof, as recorded in Plat Book 2, Page 81, of the Public Records of Miami-Dade County,
Florida.
Exhibit B to Loan Modification Agreement
NHTCDF—MBCDC Meridian Place,LLC
(Meridian Place Apartments)
Exhibit C
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Promissory Note
Exhibit C to Loan Modification Agreement
NHTCDF—MBCDC Meridian Place,LLC
(Meridian Place Apartments)