SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
Exhibit
10.3
SECOND
AMENDMENT TO AMENDED
AND
RESTATED LOAN AGREEMENT
This
is a
Second Amendment to Amended and Restated Loan Agreement (this "Second
Amendment") effective as of the 30th day of September, 2007, between VNB New
York Corp., as assignee of Valley National Bank, Merchants Bank Division
("Valley"), a New York corporation having an office at 000 Xxxxxxx Xxxxxx,
Xxx
Xxxx, XX 00000, Bank Leumi USA ("Leumi"), having an office at 000 Xxxxx Xxxxxx,
Xxx Xxxx, Xxx Xxxx 00000, Israel Discount Bank of New York ("IDB"), having
an
office at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Manufacturers and Traders
Trust Company ("M&T"), having an office at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx
Xxxx 00000 and One Liberty Properties, Inc., a Maryland corporation, having
its
principal place of business at 00 Xxxxxx Xxxx Xxxx, Xxxxx 000, Xxxxx Xxxx,
Xxx
Xxxx 00000 (the "Borrower"). Capitalized terms not otherwise defined in this
Second Amendment shall have the meanings ascribed to them in the Loan Agreement
(as defined below).
WHEREAS,
Lender and Borrower entered into a certain Amended and Restated Loan Agreement
made as of the 4th day of June, 2004 (the "Loan Agreement") as amended from
time
to time;
WHEREAS,
Lender and Borrower wish to supplement and amend the Loan Agreement as of the
date set forth above upon the terms and conditions hereinafter set
forth.
1. Section
5.03 "Financial Requirements", subsection "Fixed Charge Coverage Ratio" of
the
Loan Agreement is amended by deleting the numbers and words "1.35 to 1.00"
and
inserting in its place and stead the numbers and words "1.20 to
1.00".
2. All
terms
and conditions of the Loan Agreement, except as modified by this agreement
are
hereby affirmed and ratified.
3. Borrower
hereby represents and warrants that:
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(a)
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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;
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(b)
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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;
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(c)
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As
of the date hereof it is legally, validly and enforceably indebted
to
Valley under its Revolving Credit Note in the principal amount of
$0, to M&T under its Revolving Credit Note in the principal amount of
SO, to Leumi under its Revolving Credit Note in the principal amount
of
$0, to IDB under its Revolving Credit Note in the principal amount
of $0,
all of which amounts are due without offset; claim, defense, counterclaim
or right of recoupment;
and
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(d)
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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.
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4. This
Second Amendment shall be governed and construed in accordance with the laws
of
the State of New York.
5. No
modification or waiver of or with respect to any provisions of this Second
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 Agreement,
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.
6. The
provisions of this Second 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
clause or provision in the Second Amendment in any jurisdiction.
7. This
Second 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.
8. This
Second 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 Second Amendment
shall not be assigned or delegated without the prior written consent of the
Lender, and any purported assignment or delegation without such consent shall
be
void.
[Signature
pages to follow.]
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VNB
NEW YORK CORP.
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ONE
LIBERTY PROPERTIES, INC.
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By:
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By:
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Name:
Xxxxxx X. Xxxxx
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By:
Xxxx X. Xxxxx, Senior Vice President
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BANK
LEUMI USA
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OLP
CHATTANOOGA, INC.
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By:
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By:
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Name:
Xxxxxxx X. Xxxxxx
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Xxxx
X. Xxxxx, Senior Vice President
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Title:
Vice President
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ISRAEL
DISCOUNT BANK OF NEW YORK
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OLP
PALM BEACH, INC.
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By:
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By:
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Name:
Xxxx Xxxxxx
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Xxxx
X. Xxxxx, Senior Vice President
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Title:
First Vice President
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OLP
TEXAS, INC.
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By:
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Xxxx
X. Xxxxx, Senior Vice President
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MANUFACTURERS
AND TRADERS
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OLP
XXXXXXXX, INC. TRUST COMPANY
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By:
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By:
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Name:
Xxxxxx Parente
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Xxxx
X. Xxxxx, Senior Vice President
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Title:
Banking Officer
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OLP
CHULA VISTA CORP.
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By:
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Xxxx
X. Xxxxx, Senior Vice President
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SCHEDULE
1.01
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NAME
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JURISDICTION
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TYPE
OF ENTITY
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OLP
CHATTANOOGA, INC,
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Tennessee
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Corporation
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00
Xxxxxx Xxxx Xxxx, Xxxxx 000
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||||
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Xxxxx
Xxxx, Xxx Xxxx 11021
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||||
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OLP
PALM BEACH, INC.
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Florida
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Corporation
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00
Xxxxxx Xxxx Xxxx, Xxxxx 000
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||||
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Xxxxx
Xxxx, Xxx Xxxx 11021
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||||
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OLP
TEXAS, INC.
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Texas
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Corporation
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00
Xxxxxx Xxxx Xxxx, Xxxxx 000
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||||
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Xxxxx
Xxxx, Xxx Xxxx 11021
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||||
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OLP
XXXXXXXX, INC.
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Corporation
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|||
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00
Xxxxxx Xxxx Xxxx, Xxxxx 000
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||||
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Xxxxx
Xxxx, Xxx Xxxx 11021
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||||
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OLP
CHULA VISTA CORP.
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California
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Corporation
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00
Xxxxxx Xxxx Xxxx, Xxxxx 000
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||||
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Great
Neck, New York 11021
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||||
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OLP
THEATRES LLC
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Delaware
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Limited
Liability Company
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00
Xxxxxx Xxxx Xxxx, Xxxxx 000
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||||
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Xxxxx
Xxxx, Xxx Xxxx 00000
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||||
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OLP
MOVIES LLC
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Delaware
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Limited
Liability Company
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00
Xxxxxx Xxxx Xxxx, Xxxxx 000
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||||
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Xxxxx
Xxxx, Xxx Xxxx 11021
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||||
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OLP
TUCKER LLC
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Georgia
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Limited
Liability Company
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00
Xxxxxx Xxxx Xxxx, Xxxxx 000
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Xxxxx
Xxxx, Xxx Xxxx 11021
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||||
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OLP
LAKE WORTH LLC
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Florida
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Limited
Liability Company
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00
Xxxxxx Xxxx Xxxx, Xxxxx 000
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Xxxxx
Xxxx, Xxx Xxxx 00000
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||||
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OLP-NNN
MANAGER LLC
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Delaware
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Limited
Liability Company
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00
Xxxxxx Xxxx Xxxx, Xxxxx 000
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Xxxxx
Xxxx, Xxx Xxxx 11021
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OLP
ATHENS LLC
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Georgia
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Limited
Liability Company
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00
Xxxxxx Xxxx Xxxx, Xxxxx 000
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Great
Neck, New York 11021
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OLP
HANOVER I LLC
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Pennsylvania
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Limited
Liability Company
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00
Xxxxxx Xxxx Xxxx, Xxxxx 000
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Xxxxx
Xxxx, Xxx Xxxx 11021
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OLP
HANOVER PA, INC.
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Pennsylvania
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Corporation
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00
Xxxxxx Xxxx Xxxx, Xxxxx 000
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Xxxxx
Xxxx, Xxx Xxxx 11021
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OLP
SOMERVILLE LLC
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Massachusetts
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Limited
Liability Company
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00
Xxxxxx Xxxx Xxxx, Xxxxx 000
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Xxxxx
Xxxx, Xxx Xxxx 11021
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OLP
VETERANS HIGHWAY
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Limited
Liability Company
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LLC
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||||
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00
Xxxxxx Xxxx Xxxx, Xxxxx 000
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Xxxxx
Xxxx, Xxx Xxxx 11021
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OLP
GURNEE LLC
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Delaware
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Limited
Liability Company
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00
Xxxxxx Xxxx Xxxx, Xxxxx 000
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Xxxxx
Xxxx, Xxx Xxxx 11021
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OLP
IOWA, INC.
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Iowa
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Corporation
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00
Xxxxxx Xxxx Xxxx, Xxxxx 000
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Xxxxx
Xxxx, Xxx Xxxx 11021
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OLP
SAGINAW INC.
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Michigan
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Corporation
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00
Xxxxxx Xxxx Xxxx, Xxxxx 000
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Xxxxx
Xxxx, Xxx Xxxx 11021
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OLP
CENTERREACH, LLC
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New
York
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Limited
Liability Company
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00
Xxxxxx Xxxx Xxxx, Xxxxx 000
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Xxxxx
Xxxx, Xxx Xxxx 00000
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||||
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XXX
XXXXX XXXXX XXXXXXX,
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Xxxxx
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Corporation
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INC.
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||||
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00
Xxxxxx Xxxx Xxxx, Xxxxx 000
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||||
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Xxxxx
Xxxx, Xxx Xxxx 11021
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OLP
SOUTH MILWAUKEE
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Delaware
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Limited
Liability Company
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MANAGER
LLC
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||||
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00
Xxxxxx Xxxx Xxxx, Xxxxx 000
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Xxxxx
Xxxx, Xxx Xxxx 11021
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OLP
SAVANNAH LLC
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Delaware
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Limited
Liability Company
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00
Xxxxxx Xxxx Xxxx, Xxxxx 000
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Xxxxx
Xxxx, Xxx Xxxx 00000
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SCHEDULE
4.01(a)
Subsidiaries
Name
OLP
BATAVIA, INC.
OLP
IOWA,
INC.
OLP
TEXAS, INC.
OLP
TSA
GEORGIA, INC.
XXX
XXXXX
DRIVE HOUSTON, INC.
OLP
GREENWOOD VILLAGE, COLORADO, INC.
OLP
FT.
XXXXX, INC.
OLP
RABRO
DRIVE CORP.
OLP
CHATTANOOGA, INC.
OLP
COLUMBUS, INC.
OLP
MESQUITE, INC.
OLP
SOUTH
HIGHWAY HOUSTON, INC.
XXX
XXXXXX, INC.
OLP
PALM
BEACH, INC.
OLP
NEW
HYDE PARK, INC.
OLP
CHAMPAIGN, INC.
OLP
EL
PASO, INC.
OLP
XXXXXXXX, INC.
OLP
PLANO, INC.
OLP
HANOVER PA, INC.
OLP
GRAND
RAPIDS, INC.
OLP
PLANO
I, X.X.
XXX
EL
PASO I, X.X.
XXX
HANOVER I LLC
OLP
PLANO
LLC
OLP
EL
PASO I LLC
OLP
THEATRES LLC
OLP
RONKONKOMA LLC
OLP
HAUPPAUGE, LLC
OLP
LAKE
XXXXXXX LLC
OLP
MOVIES LLC
OLP
TUCKER LLC
OLP
LAKE
WORTH LLC
OLP
XXXXXXXXXXX LLC
XXX
XXXXXX DRIVE LLC
OLP
LOS
ANGELES, INC.
OLP
NEWARK LLC
OLP
GP
INC.
OLP
TEXAS
I, XX
XXX
KNOXVILLE LLC
OLP
SAGINAW INC.
OLP
CENTERREACH, LLC
OLP-NNN
MANAGER LLC
OLP
ATHENS LLC
OLP
TEXAS
LLC
OLP
VETERANS HIGHWAY LLC
OLP
GURNEE LCC
OLP
GREENSBORO LLC
OLP
ONALASKA LLC
OLP
ST.
CLOUD LLC
OLP
CCANTIOCH LLC
OLP
CCFERGUSON LLC
OLP
CCST.
LOUIS LLC
OLP
CCFLORENCE LLC
OLP
CCFAIRVIEW HEIGHTS LLC
OLP
XXXXXXXXX LLC
OLP
PARSPPANY LLC
OLP
HAVERTPORTFOLIO
OLP
XXXXXXX'X LLX
OLP
HAVERTPORTFOLIO GP LLC
OLP
MAINE
LLC
OLP
LA-MS
LLC
OLP
BALTIMORE LLC
OLP
IOWA,
INC.
OLP
CHULA
VISTA CORP.
OLP
SOUTH
MILWAUKEE MANAGER LLC
OLP
SAVANNAH LLC