STRS 8-K
Stratus Properties Inc (STRS)
8-K
2025-10-06
For: 2025-09-30
View Original
Added on
April 12, 2026
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): September 30, 2025
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||||||||
| (Address of Principal Executive Offices) | (Zip Code) | ||||||||||
Registrant's telephone number, including area code: (512 ) 478-5788
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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
On September 30, 2025, The Saint June, L.P. (the Partnership), a Texas limited partnership and 34.13% owned subsidiary of Stratus Properties Inc. (Stratus), as borrower, Stratus, as guarantor, Texas Capital Bank, as administrative agent, and each of the lenders party thereto, entered into an Amendment to Loan Agreement and related agreements effective as of September 30, 2025 (the Amendments), which amend that certain Loan Agreement dated June 2, 2021 by and between the Partnership, Texas Capital Bank and each of the lenders party thereto, each as previously amended (collectively and as amended, the Loan Agreements) and the related Guaranty Agreement by Stratus. The Loan Agreements provide for a construction loan (as amended, the Loan) to finance a portion of the cost of the development and construction of The Saint June, a 182-unit luxury garden-style multi-family project within the Amarra development in Barton Creek, located in Austin, Texas. Construction of The Saint June was completed in fourth-quarter 2023.
The Amendments (i) extend the maturity date of the Loan to October 2, 2027; (ii) provide for advances of an additional $1.5 million, bringing the outstanding principal balance of the Loan to $32.9 million with no funds remaining available for additional principal advances; (iii) decrease the interest rate applicable margin from 2.35% to 2.00%; (iv) eliminate the requirement to make monthly principal payments prior to maturity; and (v) add a new property-level minimum debt yield financial covenant, which replaces the existing property-level debt service coverage ratio. If the debt yield financial covenant is not met, the principal balance of the Loan must be paid down in an amount sufficient to achieve the minimum debt yield. The Amendments permit the Partnership to distribute up to $1.5 million to the partners.
Accordingly, the Loan bears interest at the one-month Term Secured Overnight Financing Rate plus 2.00%, subject to a 3.50% floor. Payments of interest only on the Loan are due monthly with the outstanding principal due at maturity. After closing costs, the Partnership intends to use the remaining portion of the $1.5 million proceeds of the Loan to establish reserves for Partnership expenses and make cash distributions to the partners.
The Loan is secured by The Saint June project and was fully guaranteed by Stratus. However, the guaranty converted to a 50% repayment guaranty upon completion of construction of The Saint June and, as amended, will remain in effect for the duration of the Loan. Notwithstanding the foregoing, Stratus will remain liable for customary carve-out obligations and environmental indemnity.
The foregoing description of the Amendments is not intended to be complete and is qualified in its entirety by reference to the full text of the Amendments, copies of which are attached hereto as Exhibits 10.1 and 10.2 and incorporated by reference into this Item 1.01.
Item 8.01. Other Events.
As previously disclosed, Stratus and the Class B limited partner in the Partnership have made operating loans to the Partnership. In connection with the Amendments, the partners entered into an amendment to the limited partnership agreement of the Partnership to allow for up to $3.0 million of distributions to the partners between September 1, 2025 through September 30, 2027 prior to the Partnership’s repayment of the operating loans.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Exhibit Title | ||||
| Amendment to Loan Documents by and among The Saint June, L.P., as borrower, Stratus Properties Inc., as guarantor, Texas Capital Bank, as administrative agent, and each of the lenders party thereto, dated September 30, 2025. | |||||
| Note by and between The Saint June, L.P. and Texas Capital Bank effective September 30, 2025. | |||||
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. | ||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Stratus Properties Inc.
| By: | /s/ Erin D. Pickens | |||||||
| Erin D. Pickens | ||||||||
Senior Vice President and Chief Financial Officer (authorized signatory and Principal Financial Officer and Principal Accounting Officer) | ||||||||
Date: October 6, 2025
AMENDMENT TO LOAN DOCUMENTS
THIS AMENDMENT TO LOAN DOCUMENTS (this “Amendment”) is executed as of September 30, 2025, but to be effective as of the Effective Date by and among Borrower, Guarantor, and Administrative Agent, and acknowledged and agreed to by Lenders.
EFFECTIVE DATE: September 30, 2025
BORROWER: The Saint June, L.P., a Texas limited partnership
ADMINISTRATIVE AGENT: Texas Capital Bank, a Texas state bank, formerly known as Texas Capital Bank, National Association, a national banking association
LENDERS: Lenders signatory to the Loan Agreement from time to time
GUARANTOR: Stratus Properties Inc., a Delaware corporation
PROPERTY:
Lot 1, Block “A”, AMARRA DRIVE, PHASE 3, a subdivision in Travis County, Texas, according to the map or plat thereof recorded under Document No. 200900074, as further affected by Affidavit recorded under document No. 2014004354 of the Official Public Records of Travis County, Texas
RECITALS:
A. Borrower and Administrative Agent executed a Loan Agreement (as amended, the “Loan Agreement”) dated as of June 2, 2021, in connection with the construction loan from Administrative Agent, and Lenders thereto to Borrower to finance the costs of certain improvements to the Property (the “Loan”).
B. Borrower, Administrative Agent, Lenders, and Guarantor executed an Interest Rate Index Replacement Agreement (as amended, the “Index Replacement Agreement”) dated as of January 3, 2023, in connection with a change to the Applicable Rate from a LIBOR based index to a Term SOFR based index.
C. To evidence the Loan, Borrower executed (i) the Amended and Restated Note dated August 13, 2021, in the stated principal amount of $25,320,000.00, and payable to the order of Administrative Agent, as a Lender (as amended, the “Original Note”), (ii) the Note dated as of October 2, 2024, in the stated principal amount of $2,000,000.00, and payable to the order of Administrative Agent, as a Lender (as amended, the “Second Lien Note”), (iii) the Note dated as of even date herewith, in the stated principal amount of $1,000,000.00, and payable to the order of Administrative Agent, as a Lender (as amended, the “Third Lien Note”), and (iv) the Note dated August 13, 2021, in the stated principal amount of $5,000,000.00, and payable to the order of TexasBank, a Texas state bank, as assigned and assumed by Texas Capital Bank, as new payee, as of October 2, 2024 (as amended, assigned and assumed, the “Assigned Note” and together with the Original Note, the Second Lien Note, and the Third Lien Note, collectively, the “Notes”).
Amendment to Loan Documents (September 2025) 1 of 7 Pages Texas Capital Bank | Saint June Construction Loan
D. The Notes are secured in part by the Amended and Restated Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing executed by Borrower in favor of Administrative Agent dated of even date with Loan Agreement (as amended, the “First Lien Deed of Trust”), and recorded under Instrument Number 2021123810 of the real property records of Travis County, Texas against the Property.
E. Additionally, the Notes are secured in part by the Second Lien Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing executed by Borrower in favor of Administrative Agent dated as of October 2, 2024 (as amended, the “Second Lien Deed of Trust”), and recorded under Instrument Number 2024113047 of the real property records of Travis County, Texas, against the Property.
F. Additionally, the Notes are secured in part by the Notice to Secure Additional Indebtedness executed by Borrower in favor of Administrative Agent dated as of October 2, 2024 (as amended, the “First Notice”), and recorded under Instrument Number 2024113046 of the real property records of Travis County, Texas, against the Property.
G. Additionally, the Notes are secured in part by the Third Lien Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing executed by Borrower in favor of Administrative Agent dated as of the Effective Date (as amended, the “Third Lien Deed of Trust”) and recorded in the real property records of Travis County, Texas, against the Property.
H. Additionally, the Notes are secured in part by the Notice to Secure Additional Indebtedness executed by Borrower in favor of Administrative Agent dated as of the Effective Date, and recorded in the real property records of Travis County, Texas, against the Property (as amended, the “Second Notice” and together with the First Lien Deed of Trust, the Second Lien Deed of Trust, the First Notice, and the Third Lien Deed of Trust, collectively, the “Deeds of Trust”).
I. The Loan Agreement, the Index Replacement Agreement, the Notes, the Deeds of Trust, and all other documents executed in connection with the Notes are sometimes collectively referred to herein as the “Loan Documents.”
J. Guarantor has guaranteed the payment of the Notes and the performance of Borrower’s obligations under the Loan Documents (subject to the limitations contained in the Guaranty executed by Guarantor) (as amended, the “Guaranty”).
K. Borrower, Guarantor, and Administrative Agent agree to modify the Loan Agreement as stated herein.
THEREFORE, Borrower, Guarantor, and Administrative Agent agree as follows:
1.Recitals. The recitals above are incorporated herein by this reference thereto.
2.Terms. Capitalized terms not defined herein shall have the same meaning and definition as those defined and used in the Loan Agreement. The definition of “Security Instrument” in the Loan Agreement shall include and incorporate within its meaning all of the Deeds of Trust, as defined herein.
Amendment to Loan Documents (September 2025) 2 of 7 Pages Texas Capital Bank | Saint June Construction Loan
3.Principal Balances. The unpaid principal balance of the Original Note is $25,119,887.44, as of the Effective Date; the unpaid principal balance of the Second Lien Note is $2,000,000.00, as of the Effective Date; the unpaid principal balance of the Third Lien Note is $1,000,000.00, as of the Effective Date, the unpaid principal balance of the Assigned Note is $4,763,010.95, as of the Effective Date, and the total unpaid principal balance of all Notes is $32,882,898.39, as of the Effective Date. Notwithstanding anything to the contrary contained in the Loan Agreement:
(i) Contemporaneously with the execution of this Amendment and other documents contemplated hereunder (including the Third Lien Note, and the Third Lien Deed of Trust), Administrative Agent will advance Borrower the remaining unfunded principal under the Notes (other than the Third Lien Note) in the amount of $534,023.11 (“Unfunded Draw”) and, notwithstanding anything to the contrary in the Loan Agreement, may use those proceeds to repatriate equity of Borrower and other of Borrower’s partnership purposes. The Unfunded Draw being funded contemporaneously with this Amendment is included in the principal balance totals set forth above.
(ii) Contemporaneously with the execution of this Amendment and other documents contemplated hereunder (including the Third Lien Note, and the Third Lien Deed of Trust), Administrative Agent will advance Borrower $1,000,000.00 under the Third Lien Note (“$1MM Draw”) and Borrower may use those proceeds to repatriate equity of Borrower and other of Borrower’s partnership purposes. The $1MM Draw being funded contemporaneously with this Amendment is included in the principal balance totals set forth above.
(iii) After the fundings under Sections 3(i) and (ii) above, each of the Notes is fully funded, as of the Effective Date, and no funds remain available for Advance under the Notes.
4.Interest Only Term. Notwithstanding anything in the Loan Agreement to the contrary, Borrower, Guarantor, and Administrative Agent hereby acknowledge and agree that on the first Payment Date following the Effective Date until the Maturity Date (as extended hereunder), the Loan will be interest only through and including the Maturity Date and Borrower shall not be required to make Monthly Principal Payments on the Loan.
5.Loan Agreement - Commitment Increase. As evidenced and secured by the Third Lien Note, the parties hereto agree to increase the Aggregate Commitment from $32,320,000.00 to $33,320,000.00. Therefore, as of the Effective Date, the defined terms “Aggregate Commitment”, and “Loan Amount” in the Loan Agreement are each amended and restated in their entireties and replaced with the below definitions, respectively. Furthermore, as of the Effective Date, Schedule I of the Loan Agreement is deleted in its entirety and replaced with a new Schedule I attached hereto.
“Aggregate Commitment” means, as of any date of determination, the aggregate of the Commitments of all the Lenders, less the sum of all principal payments made by Borrower, if any. As of the date hereof, the Aggregate Commitment is $33,320,000.00.
Amendment to Loan Documents (September 2025) 3 of 7 Pages Texas Capital Bank | Saint June Construction Loan
“Loan Amount” means the amount of $33,320,000.00.
6.Loan Agreement - Decrease in Applicable Margin. The parties hereto agree to decrease the Applicable Margin to 2.00%. Therefore, as of the Effective Date, the defined term “Applicable Margin” in the Loan Agreement is amended and restated in its entirety and replaced with the below definition.
“Applicable Margin” means a rate equal to two hundred (200) basis points (2.00%) per annum.
7.Loan Agreement - Extension of Maturity Date; Deletion of Extension Periods. The parties hereto agree to extend the Maturity Date of the Loan to October 2, 2027 and delete Borrower’s right and option to extend under Section 2.11 of the Loan Agreement. Therefore, as of the Effective Date, (i) Section 2.11 of the Loan Agreement along with the definitions, and all occurrences, of “Extension Period”, “Extension Period (Second)”, and “Maturity Date (Second Extended)” are deleted in their entireties, and Borrower acknowledges it has no additional Extension Periods available under the Loan Documents; and (ii) the definition of Maturity Date in Section 1.1 of the Loan Agreement is amended and restated in its entirety and replaced with the following:
““Maturity Date” means October 2, 2027, subject, however, to the right of acceleration as herein provided and as provided elsewhere in the Loan Documents.”
8.Loan Agreement – Deletion of DSCR Covenant; New Debt Yield Covenant. The parties hereto agree to add a new debt yield covenant to the Loan Agreement in replacement of the existing Debt Service Coverage Ratio covenant. Therefore, as of the Effective Date, (i) a new definition of “Debt Yield” is added in alphabetical order to Section 1.1 of the Loan Agreement; (ii) a modified Section 6.9(a) is added to the Loan Agreement in replacement of the existing Section 6.9(a) of the Loan Agreement as shown below; and (iii) Exhibit J to the Loan Agreement is replaced with a new Exhibit J attached hereto:
““Debt Yield” means the fraction, expressed as a percentage, (a) the numerator of which is the annualized Net Operating Income from the Property for the trailing three (3) month period ending September 30, 2026, and (b) the denominator of which is the outstanding principal balance of the Loan as of the determination date. The calculation of Debt Yield is subject to Administrative Agent’s reasonable approval.”
“(a) On October 31, 2026, if Borrower has not delivered to Administrative Agent a compliance certificate (the form of which is attached hereto as Exhibit J) that the Debt Yield is at least eight percent (8.00%) (the “Minimum Debt Yield”), Borrower shall pay to Administrative Agent, to be applied as a principal paydown on the outstanding principal balance of the Loan, an amount determined by Administrative Agent which, when applied against the outstanding principal balance of the Loan, is sufficient to achieve such Minimum Debt Yield.”
9.Depository Requirement. Borrower agrees to cause Guarantor to open a money market deposit account with Administrative Agent with an initial balance of at least $5,000,000.00 but is not required to maintain a minimum balance thereafter.
Amendment to Loan Documents (September 2025) 4 of 7 Pages Texas Capital Bank | Saint June Construction Loan
10.Guaranty – Deletion of Burn-Off. The parties hereto agree that the liability of Guarantor with respect to the Indebtedness will not be terminated during the Loan term. Therefore, as of the Effective Date, Section 2(c) of the Guaranty is deleted in its entirety. All other provisions of the Guaranty shall remain in full force and effect.
11.Representations. In order to induce Administrative Agent to enter into this Amendment and to modify and amend the Loan Documents, Borrower represents to Administrative Agent that the statements set forth in this Section, after giving effect to this Amendment, will be true, correct and complete:
(a)As of the Effective Date, all representations and warranties of Borrower contained in the Loan Agreement are true and correct as if made on the Effective Date.
(b)Borrower and Guarantor have the full power and authority to enter into this Amendment, to execute and deliver this Amendment, and to incur and perform the obligations provided for herein, all of which have been duly authorized by all necessary action.
(c)This Amendment has been duly executed and delivered by Borrower and Guarantor, and constitutes the valid and legally binding obligations of Borrower and Guarantor, enforceable against Borrower and Guarantor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the rights of creditors generally, and the exercise of judicial discretion in accordance with general principles of equity, regardless of whether considered in a proceeding at law or in equity.
(d)The liens, security interests and assignments created and evidenced by the Deeds of Trust are valid and subsisting. There are no offsets, claims or defenses to the Notes, the Deeds of Trust, or any of the other Loan Documents.
12.Conditions to Amendment. The following are conditions to this Amendment and must be satisfied to Administrative Agent’s satisfaction:
(a)Borrower and Guarantor have executed and delivered to Administrative Agent this Amendment and other documents to be executed and delivered in connection herewith;
(b)Notwithstanding the terms and conditions of the Fee Letter, Borrower has paid to Administrative Agent the Extension Fee in the amount of $164,414.49;
(c)Guarantor has opened, and deposited the initial amount of $5,000,000.00 into, the deposit account specified in Section 9 of this Amendment;
(d)Borrower has paid all expenses incurred by Administrative Agent in connection with this transaction, including appraisal fees, title policy premiums, recording fees and closing costs, as applicable;
(e)Borrower has paid the fees and expenses of counsel to Administrative Agent
Amendment to Loan Documents (September 2025) 5 of 7 Pages Texas Capital Bank | Saint June Construction Loan
incurred in connection with the preparation and negotiation of this Amendment and other documents executed and delivered in connection herewith;
(f)Borrower has paid for and provided to Administrative Agent a loan policy of title insurance in a form acceptable to Administrative Agent, in its sole and absolute discretion, issued by the Title Company, on a coinsurance or reinsurance basis (with direct access endorsement or rights) if required by Administrative Agent, in the maximum amount of the Third Lien Note, insuring that the applicable Security Instrument constitutes a valid third lien covering the Land and Improvements, subject only to those exceptions that Administrative Agent may approve in writing and containing those endorsements that Administrative Agent may require and which are available under applicable title insurance rules and regulations;
(g)Administrative Agent has received certificates of existence and good standing (or similar documentation) for Borrower and its general partner, certified by the Secretary of State or other governmental authority; and
(h)Borrower has provided Administrative Agent such other items as Administrative Agent may reasonably require.
13.Further Assurances. Borrower shall execute and deliver to Administrative Agent such further assurances and shall take such other further actions as Administrative Agent may from time to time reasonably request to further the intent and purpose of this Amendment, to maintain and protect the rights and remedies created in favor of the Administrative Agent under this Amendment, the Loan Agreement and any other of the Loan Documents, and to give, grant, confirm or perfect a lien and security interest on the Property or other assets of Borrower in favor of Administrative Agent pursuant to the terms of the Loan Documents.
14.Release. Borrower and Guarantor release, remise, acquit and forever discharge Administrative Agent, together with each Affiliate thereof and their respective officers, directors, employees, attorneys and agents (all of the foregoing the “Released Parties”), from any and all actions and causes of action, judgments, executions, suits, debts, claims, counterclaims, defenses, demands, liabilities, obligations, damages and expenses prior to and including the Effective Date, of any and every character, known or unknown, direct and/or indirect, at law or in equity, of whatsoever kind or nature, whether heretofore or hereafter accruing, for or because of any matter or things done, omitted or suffered to be done by any of the Released Parties and in any way directly or indirectly arising out of or in any way connected to this Amendment or the Loan Documents, or any of the transactions associated therewith, or the Property, including specifically, but not limited to, claims of usury, calculation or manipulation of any variable interest rate, lack of consideration, fraudulent transfer and lender liability. THE FOREGOING RELEASE INCLUDES ACTIONS AND CAUSES OF ACTION, JUDGMENTS, EXECUTIONS, SUITS, DEBTS, CLAIMS, DEMANDS, LIABILITIES, OBLIGATIONS, DAMAGES AND EXPENSES ARISING AS A RESULT OF THE NEGLIGENCE AND/OR THE STRICT LIABILITY OF ONE OR MORE OF THE RELEASED PARTIES, BUT EXCLUDES THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE RELEASED PARTIES.
Amendment to Loan Documents (September 2025) 6 of 7 Pages Texas Capital Bank | Saint June Construction Loan
15.Ratification. All terms and provisions of the Loan Agreement, except as specifically modified in this Amendment, shall remain in full force and effect.
16.Consent and Ratification by Guarantor. Guarantor consents to the modification of the Loan Agreement, and the Guaranty, and has evidenced by this Agreement. Except as expressly modified herein, the Guaranty executed by Guarantor for the benefit of Administrative Agent shall continue in full force and effect, and is hereby ratified and confirmed by Guarantor in all respects.
17.Modification. This Amendment is a modification of an existing loan. Borrower and Administrative Agent expressly agree that their intent is to modify the Loan Agreement, and that this Amendment does not constitute and shall not be construed as a novation of the Notes or any of the Loan Documents.
18.Referenced Terms. This Amendment, the Index Replacement Agreement, the Notes, and the Deeds of Trust are each a “Loan Document” within the meaning of the definition of “Loan Documents” in the Loan Agreement. Each reference in the Loan Documents to the “Loan Agreement”, “hereunder”, “hereof” or words of like import referring to the Loan Agreement shall collectively mean the Loan Agreement, as amended hereunder.
19.GOVERNING LAW. This Amendment and the Loan Documents shall be governed by and construed in accordance with the laws of the State of Texas and the laws of the United States of America applicable to transactions in Texas.
20.Miscellaneous. This Amendment shall be binding upon and inure to the benefit of the respective successors and assigns of Administrative Agent and Borrower, subject to any limitations in the Loan Documents concerning the sale or other transfer of the collateral property. Whenever used herein, the singular number shall include the plural and the plural the singular, and the use of any gender shall be applicable to all genders. The captions, headings, and arrangements used in this Amendment are for convenience only and do not in any way affect, limit, amplify, or modify the terms and provisions hereof. In the event any one or more of the provisions contained in this Amendment, or in any other instrument referred to herein or executed in connection with or as security for the Notes shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Amendment or any such other instrument.
21.Counterparts. This Amendment may be separately executed in any number of counterparts, each of which shall be an original, but all of which, taken together, shall be deemed to constitute one and the same instrument.
[SIGNATURE PAGE FOLLOWS]
Amendment to Loan Documents (September 2025) 7 of 7 Pages Texas Capital Bank | Saint June Construction Loan
THE LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
BORROWER:
THE SAINT JUNE, L.P.
a Texas limited partnership
By: The Saint June GP, L.L.C., a Texas limited liability company, General Partner
By: STRS L.L.C., a Delaware limited liability company, Manager
By: Stratus Properties Inc., a Delaware corporation, Sole Member and Manager
By: /s/ Erin D. Pickens
Erin D. Pickens,
Senior Vice President
GUARANTOR:
STRATUS PROPERTIES INC.
a Delaware corporation
By: /s/ Erin D. Pickens
Erin D. Pickens, Senior Vice President
ADMINISTRATIVE AGENT:
TEXAS CAPITAL BANK
a Texas state bank,
f/k/a Texas Capital Bank, National Association
a national banking association
By: /s/ Tim Harrigan
Tim Harrigan, Managing Director
Amendment to Loan Documents (September 2025) Signature Page Texas Capital Bank | Saint June Construction Loan
ACKNOWLEDGED AND AGREED TO BY LENDERS:
TEXAS CAPITAL BANK
a Texas state bank,
f/k/a Texas Capital Bank, National Association
a national banking association
By: /s/ Tim Harrigan
Tim Harrigan, Managing Director
Amendment to Loan Documents (September 2025) Signature Page Texas Capital Bank | Saint June Construction Loan
SCHEDULE I
Lenders
| Lender | Commitment | Pro Rata Share | ||||||
| Texas Capital Bank | $33,320,000.00 | 100.000000% | ||||||
| Total | $33,320,000.00 | 100.000000% | ||||||
Amendment to Loan Documents (September 2025) Schedule I Texas Capital Bank | Saint June Construction Loan
EXHIBIT J
DSCR AND DEBT YIELD COMPLIANCE CERTIFICATE
FOR QUARTER ENDED _________________ (the “Subject Quarter”)
ADMINISTRATIVE AGENT: TEXAS CAPITAL BANK
BORROWER: THE SAINT JUNE, L.P.
BORROWER: THE SAINT JUNE, L.P.
This Certificate is delivered pursuant to the terms and conditions set forth in that certain Loan Agreement dated as of June 2, 2021 (the “Agreement”), by and between Borrower and Administrative Agent, as such may have been amended, supplemented or modified. Capitalized terms used in this Certificate shall, unless otherwise indicated, have the meanings set forth in the Agreement. On behalf of the Borrower, the undersigned certifies to Administrative Agent on the date hereof that (a) the Financial Statements of Borrower attached to this certificate were prepared in accordance with the Accounting Principles, and present fairly the financial condition and results of Borrower as of the end of and for the Subject Period, (b) no Potential Event of Default or Event of Default exists, and (c) the information set forth below hereto is true and correct as of the last day of the Subject Quarter:
Minimum Debt Yield Test:
a)The annualized Net Operating Income
from the Property for the trailing three
(3) month period
ending _______________, 20_____; $________________
b)The outstanding principal balance
of the Loan as of ________, 20____; $________________
c)Actual Debt Yield Ratio (A divided by B, as percentage) _________________
Amendment to Loan Documents (September 2025) Exhibit J Texas Capital Bank | Saint June Construction Loan
BORROWER:
THE SAINT JUNE, L.P.,
a Texas limited partnership
By: The Saint June GP, L.L.C., a Texas limited liability company, General Partner
By: STRS, L.L.C., a Delaware limited liability company, Manager
By: Stratus Properties Inc., a Delaware corporation, Sole Member and Manager
By: /s/ Erin D. Pickens
Erin D. Pickens,
Senior Vice President
Amendment to Loan Documents (September 2025) Exhibit J Texas Capital Bank | Saint June Construction Loan
NOTE
$1,000,000.00 Effective Date: September 30, 2025
FOR VALUE RECEIVED, THE SAINT JUNE, L.P., a Texas limited partnership (“Borrower”), hereby promises to pay to the order of TEXAS CAPITAL BANK, a Texas state bank, formerly known as Texas Capital Bank, National Association, a national banking association (together with its successors and assigns and any subsequent holders of this Note, “Lender”), as hereinafter provided, the principal sum of ONE MILLION DOLLARS AND NO/100 DOLLARS ($1,000,000.00) or so much thereof as may be advanced by Lender pursuant to the terms of that certain Loan Agreement, dated as of June 2, 2021 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Loan Agreement”; the terms defined therein being used herein as therein defined), by and among Borrower, the lenders from time to time party thereto, and Texas Capital Bank, a Texas state bank, as Administrative Agent for the lenders (in such capacity, “Administrative Agent”).
Borrower promises to pay interest on the unpaid principal amount of this Note (this “Note”) from the date hereof until the Loans made by Lender are paid in full, at such interest rates and at such times as provided in the Loan Agreement. All payments of principal and interest shall be made to Administrative Agent for the account of Lender in Dollars in immediately available funds at Administrative Agent’s principal office. If any amount is not paid in full when due hereunder, then such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Loan Agreement.
This Note is secured by, among other things, (i) an Amended and Restated Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing executed by Borrower in favor of Administrative Agent for the benefit of the Lender of even date with Loan Agreement (as amended, supplemented or restated from time to time, the “First Lien Deed of Trust”), and recorded under Instrument Number 2021123810 of the real property records of Travis County, Texas against the property stated therein; (ii) a Second Lien Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing executed by Borrower in favor of Administrative Agent for the benefit of the Lender dated as of October 2, 2024 (as amended, supplemented or restated from time to time, the “Second Lien Deed of Trust”); (iii) the Notice to Secure Additional Indebtedness executed by Borrower in favor of Administrative Agent for the benefit of the Lender dated as of October 2, 2024 (as amended, the “First Notice”), and recorded under Instrument Number 2024113046 of the real property records of Travis County, Texas, against the Property; (iv) the Third Lien Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing executed by Borrower in favor of Administrative Agent for the benefit of the Lender dated as of the Effective Date (as amended, supplemented or restated from time to time, the “Third Lien Deed of Trust”) and recorded under Instrument Number 2025*__________ of the real property records of Travis County, Texas, against the Property; and (v) the Notice to Secure Additional Indebtedness executed by Borrower in favor of Administrative Agent for the benefit of the Lender dated as of the Effective Date, and recorded under Instrument Number 2025*__________ of the real property records of Travis County, Texas, against the Property (as amended, the “Second Notice”). The First Lien Deed of Trust, the Second Lien Deed of Trust, the First Notice, the Third Lien Deed of Trust, and the Second Notice, collectively, will
TCB $1MM Note (2025) 1 of 2 Pages Texas Capital Bank | Saint June Construction Loan
be referred to herein as the “Security Instrument”). Capitalized terms used but not defined herein have the meanings assigned to such terms within the Loan Agreement.
This Note is one of the Notes referred to in the Loan Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Note is also entitled to the benefits of the Guaranty. The Loans made by Lender shall be evidenced by an account maintained by Lender in the ordinary course of business. Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto.
Upon the occurrence and continuation of one or more of the Events of Default specified in the Loan Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Loan Agreement and Administrative Agent shall have the right, at the sole discretion of Administrative Agent, to exercise any rights and remedies set forth in the Loan Agreement, Security Instrument and the other Loan Documents, and without notice, demand, presentment, notice of nonpayment or nonperformance, protest, notice of protest, notice of intent to accelerate, notice of acceleration, or any other notice or any other action (ALL OF WHICH BORROWER HEREBY EXPRESSLY WAIVES AND RELINQUISHES).
Time is of the essence with respect to all provisions of this Note and the Loan Documents.
THIS NOTE, AND ANY CLAIM, CONTROVERSY, OR DISPUTE ARISING OUT OF OR IN CONNECTION WITH THIS NOTE, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.
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TCB $1MM Note (2025) 2 of 2 Pages Texas Capital Bank | Saint June Construction Loan
THIS NOTE AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
IN WITNESS WHEREOF, Borrower, intending to be legally bound hereby, has duly executed this Note as of the day and year first written above.
BORROWER:
THE SAINT JUNE, L.P.,
a Texas limited partnership
By: The Saint June GP, L.L.C., a Texas limited liability company, General Partner
By: STRS L.L.C., a Delaware limited liability company, Manager
By: Stratus Properties Inc., a Delaware corporation, Sole Member and Manager
By: /s/ Erin D. Pickens
Erin D. Pickens,
Senior Vice President
TCB $1MM Note (2025) Signature Page Texas Capital Bank | Saint June Construction Loan