FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AGREEMENT

 

             This is a First Amendment to Second Amended and Restated Loan Agreement (this “First Amendment”) dated as of the 6th day of January, 2011, between VNB New York Corp., as assignee of Valley National Bank, Merchants Bank Division (“VNB”), a New York corporation having an office at 275 Madison Avenue, New York, NY 10016, Bank Leumi USA (“Leumi”), having an office at 562 Fifth Avenue, New York, New York 10036, Israel Discount Bank of New York (“IDB”), having an office at 511 Fifth Avenue, New York , New York 10017, Manufacturers and Traders Trust Company (“M&T”), having an office at 350 Park Avenue, New York, New York 10017 and One Liberty Properties, Inc., a Maryland corporation, having its principal place of business at 60 Cutter Mill Road, Suite 303, Great Neck, New York 11021 (the “Borrower”). Capitalized terms not otherwise defined in this First Amendment shall have the meanings ascribed to them in the Loan Agreement (as defined below).

 

             WHEREAS, Lender and Borrower entered into a certain Second Amended and Restated Loan Agreement made as of the 31st day of March, 2010 (the “Loan Agreement”) as amended from time to time;

 

             WHEREAS, Lender and Borrower wish to supplement and amend the Loan Agreement by increasing the Commitment of each Lender, modifying each Lender’s Commitment Percentage, extending the Maturity Date and revising certain of the covenants contained in the Loan Agreement all upon the terms and conditions hereinafter set forth.

 

             NOW, THEREFORE, it is agreed as follows:

 

             1.   Section 1.01 entitled “Certain Defined Terms” of the Loan Agreement is hereby amended by replacing Schedule 1 referred to in the definition of “Commitment” with a new Schedule 1 attached hereto. All references in the Loan Agreement to Schedule 1 shall be deemed to refer to Schedule 1 referred to in th is First Amendment.

 

             2.   Section 2.02 entitled “Revolving Credit Note” of the Loan Agreement is hereby amended by substituting and replacing each Revolving Credit Note with the Revolving Credit Notes attached hereto as Exhibit A. All reference in the Loan Agreement to “Revolving Credit Notes” or “Exhibit A” shall be deemed to refer to the Revolving Credit Notes referred to in this First Amendment and all references to Exhibit A shall be deemed to refer to Exhibit A referred to in this First Amendment.

 

             3.   Section 2.07 (a) of the Loan Agreement is hereby amended by substituting and replacing the words “March 31, 2012” with the words “March 31, 2013” in their place instead.

 

             4.   Section 5.03 (d) of the Loan Agreement is hereby deleted in its entirety and replaced with the following:

 

 

“(d) Minimum Total Unsecured Value. The Borrower and the Guarantors shall own at all times not less than seven (7) Unencumbered Properties having a minimum Total Unsecured Value in the aggregate amount of Forty-Five Million ($45,000,000) Dollars.”

 

 

 

 

             5.    Section 5.03(g) of the Loan Agreement is hereby deleted in its entirety and replaced with the following:

 

             6.    In order to cause the Obligations to equal each Lender’s Commitment Percentage, as amended by this First Amendment, Borrower and  Lender hereby consent and agree that, on the date hereof, M&T and VNB shall cause Revolving Credit Loans to be made in such amounts as set forth on Schedule 6 attached hereto and made a part hereof (identified therein as the “Reallocation Amounts”). The Reallocation Amounts shall be paid and delivered, by wire transfer within one (1) business day of the date hereof, to each of IDB and Leumi, as the case may be, as more particularly described on Schedule 6, pursuant to wire instructions to be provided, and shall be applied by IDB and Leumi, as the case may be, as a partial repayment of outstanding Revolving Credit Loans due such Lender, without prepayment penalty or premium.

 

             7.    The effectiveness of this First Amendment shall be expressly subject to receipt by the Lender of the following items:

 

(a)	a fully executed First Amendment;

 

(b)	a fully executed Revolving Credit Note in the form attached as Exhibit A;

 

(c)	payment of all costs and expenses incurred by the Lender;

 

(d)	payment to Lender of the commitment fees in the amount set forth on Schedule 7(d) attached hereto, which the Borrower and Guarantors acknowledge was earned by the Lender in connection with this First Amendment;

 

(e)	payment to the Lender’s counsel for fees and expenses in connection with the preparation, negotiation and execution of this First Amendment; and

 

(f)	such other agreements and instruments as the Lender reasonably deems necessary to carry out the terms and provisions of this First Amendment.

 

             8.    All terms and conditions of the Loan Agreement, except as modified by this agreement are hereby affirmed and ratified.

 

             9.    Borrower hereby represents and warrants that:

 

 

(a)	Except as set forth on the attached schedules, any and all of the representations, warranties and schedules contained in the Loan Agreement or any of the other Loan Documents are true and correct in all material respects on and as of the date hereof as though made on and as of such date;

 

(b)

Except as otherwise expressly disclosed to Lender in writing by Borrower, no event has occurred and is continuing which constitutes an Event of Default under the Loan Agreement or under any of the other Loan Documents or which upon the giving of notice or the lapse of time or both would constitute an Event of Default;

 

(c)

As of the date hereof and after giving effect to the provisions set forth in Section 6 hereof, it is legally, validly and enforceably indebted to VNB under its Revolving Credit Note in the principal amount of $13,163,636.36, to M&T under its Revolving Credit Note in the principal amount of $13,163,636.36, to Leumi under its Revolving Credit Note in the principal amount of $4,936,363.64, to IDB under its Revolving Credit Note in the principal amount of $4,936,363.64, all of which amounts are due without offset, claim, defense, counterclaim or right of recoupment; and

 

(d)	Borrower and each Guarantor hereby release and discharge Lender from all claims or liabilities in any way arising from or in any way connected with the Loan Agreement or the Loan Documents to the extent arising through the date of execution hereof.

 

             10.   This First Amendment shall be governed and construed in accordance with the laws of the State of New York.

 

             11.   No modification or waiver of or with respect to any provisions of this First Amendment and all other agreements, instruments and documents delivered pursuant hereto or thereto, nor consent to any departure by the Lender from any of the terms or conditions thereof, shall in any event be effective unless it shall be in writing and executed in accordance with the provisions of the Loan Agre ement, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No consent to or demand on the Borrower or any Guarantor in any case shall, of itself, entitle it, him or her to any other or further notice or demand in similar or other circumstances.

 

             12.   The provisions of this First Amendment are severable, and if any clause or provision shall be held invalid or unenforceable in whole or in part in any jurisdiction, then such invalidity or unenforceability shall affect only such clause or provision, or part thereof, in such jurisdiction and shall not in any manner affect such clause or provision in any other jurisdiction, or any other cl ause or provision in the First Amendment in any jurisdiction.

 

             13.   This First Amendment may be signed in any number of counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument.

 

             14.    This First Amendment shall be binding upon and inure to the benefit of the Borrower and its successors and to the benefit of the Lender and its successors and assigns. The rights and obligations of the Borrower under this First Amendment shall not be assigned or delegated without the prior written consent of the Lender, and any purported assignment or delegation without such consen t shall be void.

 

[Signature pages to follow.]

 

 

IN WITNESS WHEREOF, the parties have set their hands hereto effective on January 6, 2011.

 

	BORROWER:
	ONE LIBERTY PROPERTIES, INC.
	By:	/s/ Mark H. Lundy
		Mark H. Lundy, Senior Vice President
	GUARANTORS:
	OLP BATAVIA, INC.
	By:	/s/ Mark H. Lundy
		Mark H. Lundy, Senior Vice President
	OLP COLUMBUS, INC.
	By:	/s/ Mark H. Lundy
		Mark H. Lundy, Senior Vice President
	OLP NEWARK LLC
	By:	One Liberty Properties, Inc., its sole member
	By:	/s/ Mark H. Lundy
		Mark H. Lundy, Senior Vice President
	OLP-OD LLC
	By:	One Liberty Properties, Inc., its sole member
	By:	/s/ Mark H. Lundy
		Mark H. Lundy, Senior Vice President

 

 

 

 

 

 

 

 

 

 

 

 

NAME AND ADDRESS	COMMITMENT	COMMITMENT PERCENTAGE (expressed as a fraction)
VNB NEW YORK CORP.  275 Madison Avenue  New York, New York 10016  Att: Andrew S. Baron, First V.P.	$20,000,000.00	8/22
BANK LEUMI USA  562 Fifth Avenue  New York, New York 10036  Att: Cynthia Wilbur Vice President	$7,500,000.00	3/22
ISRAEL DISCOUNT BANK OF NEW YORK  511 Fifth Avenue  New York, New York 10017  Att: Marc Cooper, First V.P.	$7,500,000.00	3/22
MANUFACTURERS AND TRADERS TRUST COMPANY  350 Park Avenue  New York, NY 10022  Attention: John Chiti, Vice President	$20,000,000.00	8/22

 

 

 

Lender:	Current Balance;	Reallocation Amounts:	Reallocated Amount to be disbursed as a Repayment to the Following Lender:	Adjusted Loan Balance after application of Loan/Repayment:	Commitment Percentage: (expressed as a fraction)
M&T	$11,584,000.00	1) $789,818,18    2) $789,818.18	IDB    Leumi	$13,163,636.36	8/22
VNB	$13,032,000.00	1) $65,818.18    2) $65,818.18	IDB    Leumi	$13,163,636.36	8/22
Leumi	$5,792,000.00			$4,936,363.64	3/22
IDB	$5,792,000.00			$4,936,363.64	3/22
			Total:	$36,200,000.00	100%

 

 

VNB NEW YORK CORP.	$128,000.00
BANK LEUMI USA	$43,000.00
ISRAEL DISCOUNT BANK OF NEW YORK	$43,000.00
MANUFACTURERS AND TRADERS TRUST COMPANY	$136,000.00