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) March 15, 2007
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ONE LIBERTY PROPERTIES, INC.
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(Exact name of Registrant as specified in charter)
Maryland 001-09279 13-3147497
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(State or other (Commission file No.) (IRS Employer
jurisdiction of I.D. No.)
incorporation)
60 Cutter Mill Road, Suite 303, Great Neck, New York 11021
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(Address of principal executive offices) (Zip code)
516-466-3100
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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 (see General Instruction A.2. below):
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))
Item 1.01 Entry into a Material Definitive Agreement.
On March 15, 2007, the registrant closed an amendment to its revolving credit
facility with VNB New York Corp., Bank Leumi, USA, Manufacturers and Traders
Trust Company and Israel Discount Bank of New York, pursuant to which (i) the
term of the credit facility was extended from March 31, 2007 to March 31, 2010,
(ii) the interest rate under the credit facility was reduced to the lower of
LIBOR plus 2.15% or the banks' prime rate and (iii) the minimum net worth
requirement under the credit facility was increased from $135 million to $147.5
million. Except for these changes, no other material changes were made to the
credit facility documents. In connection with the amendment, the registrant paid
an aggregate of approximately $650,000 in commitment fees and expenses.
Reference is made to the registrant's Current Report on Form 8-K filed with the
Securities and Exchange Commission on June 8, 2004.
Item 2.03 Creation of a Direct Financial Obligation or Obligation Under
an Off-Balance Sheet Arrangement of a Registrant.
See Item 1.01 above.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Shell Company Transactions.
Not applicable.
(d) Exhibits.
10.1. First Amendment to Amended and Restated Loan
Agreement, dated as of March 15, 2007, between VNB
New York Corp. as assignee of Valley National Bank,
Merchants Bank Division, Bank Leumi, USA,
Manufacturers and Traders Trust Company, Israel
Discount Bank of New York, and One Liberty
Properties, Inc.
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.
ONE LIBERTY PROPERTIES, INC.
Date: March 19, 2007 By: /s/ Simeon Brinberg
-----------------------
Simeon Brinberg
Senior Vice President
Exhibit 10.1
EXECUTION
FIRST AMENDMENT TO AMENDED
AND RESTATED LOAN AGREEMENT
This is a First Amendment to Amended and Restated Loan
Agreement (this "First Amendment") dated as of the 15th day of March, 2007,
between VNB New York Corp., as assignee of Valley National Bank, Merchants Bank
Division ("Valley"), 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 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.
NOW, THEREFORE, it is agreed as follows:
1. The first paragraph of the Loan Agreement is amended so that
immediately prior to the words "Valley National Bank, Merchants Bank Division",
the words "VNB New York Corp. as assignee of," shall be inserted and the defined
term "Merchants" as such term is defined throught the Loan Agreement is hereby
amended to read "Valley". Further, reference to "Merchants" in any other Loan
Documents is hereby amended to refer to such entity as "VNB New York Corp.as
assignee of Valley National Bank, Merchants Bank Division".
2. The parties hereto agree that term "Loan Agreement" as set forth in
that certain Amended and Restated Intercreditor and Payment Sharing
Agreement dated as of June 4, 2004 hereby refers to the Loan Agreement, as
may be amended, modified or replaced from time to time with the consent of
all the parties thereto.
3. Section 1.01 "Certain Defined Terms" of the Loan Agreement is
hereby amended as follows:
(a) The definition of "Applicable Margin" is amended to replace
the number "2.50%" with the number "2.15%".
(b) The definition of "Total Secured Value" is amended to
replace the number "9.75%" throughout such definition with
the number "8.50%".
(c) The definition of "Total Unsecured Value" is amended to
replace the number "9.75%" throughout such definition with
the number "8.50%".
4. Section 2.07 "Maturity; Maximum Revolving Credit Obligations;
Prepayments." of the Loan Agreement is amended by deleting the date
"March 31, 2007 (the "Maturity Date")and inserting in its place and stead the
date "March 31, 2010 (the "Maturity Date")."
5. Section 5.03 "Financial Requirements", subsection(f) "Minimum Net
Worth" of the Loan Agreement is amended by deleting the amount "One Hundred
Thirty-Five Million ($135,000,000.00) Dollars" and inserting in its place and
stead the amount "One Hundred Forty Seven Million Five Hundred Thousand
($147,500,000.00) Dollars".
6. Section 7.05 "Right of Set-off" of the Loan Agreement is hereby
amended so that after the word "affiliate" on line five thereof, the words ",
parent or subsidiary" are inserted immediately prior to the words "of the
Lender".
7. Section 7.05 "Right of Set-off" of the Loan Agreement is hereby
amendedso that at the end of such section the following sentence is to be
inserted:"For avoidance of doubt, the Borrower has granted Valley and by
execution of this First Amendment, its parent, Valley National Bank, a right of
set-off and security interest in any accounts of Borrower held at Valley
National Bank, all which rights are subject to the terms of the Loan Agreement
and any other Loan Documents, including but not limited to the Intercreditor and
Payment Sharing Agreement.".
8. All terms and conditions of the Loan Agreement, except as modified
by this agreement are hereby affirmed and ratified.
9. 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 UCC search against Borrower disclosing no liens except
as otherwise permitted by the Loan Agreement;
(c) a resolution of the Borrower and each Guarantor, approving
and authorizing the execution, delivery and performance
for this First Amendment along with certified good
standing certificates for each such entity;
(d) an opinion letter from the in-house general counsel of
Borrower and each Guarantor dated the date hereof,
satisfactory in form and substance to the Lender;
(e) payment to each Lender of a commitment fee of 1.00% of
each such Lender's Commitment to Borrower;
(f) payment of all reasonable fees and expenses of counsel to
the Lender in connection with the preparation,
negotiation, execution and delivery of this First
Amendment; and
(g) such other agreements and instruments as the Lender
reasonably deems necessary to carry out the terms and
provisions of this First Amendment.
10. 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 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 $-0-, 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;
11. This First Amendment shall be governed and construed in accordance
with the laws of the State of New York.
12. 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 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.
13. 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 clause or provision in the First Amendment in any
jurisdiction.
14. 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.
15. 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 consent shall be void.
[Signature pages to follow.]
IN WITNESS WHEREOF, the parties have set their hands
hereto the day and the year first above written.
ONE LIBERTY PROPERTIES, INC.
By: /s/ Mark H. Lundy
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Mark H. Lundy, Senior Vice President
OLP CHATTANOOGA, INC.
By: /s/ Mark H. Lundy
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Mark H. Lundy, Senior Vice President
OLP PALM BEACH, INC.
By: /s/ Mark H. Lundy
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Mark H. Lundy, Senior Vice President
OLP TEXAS, INC.
By: /s/ Mark H. Lundy
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Mark H. Lundy, Senior Vice President
OLP HAMILTON, INC.
By: /s/ Mark H. Lundy
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Mark H. Lundy, Senior Vice President
OLP CHULA VISTA CORP.
By: /s/ Mark H. Lundy
------------------------------------
Mark H. Lundy, Senior Vice President
OLP THEATRES LLC
by: One Liberty Properties, Inc. its sole
member
By: /s/ Mark H. Lundy
------------------------------------
Mark H. Lundy, Senior Vice President
OLP MOVIES LLC
by: One Liberty Properties, Inc. its sole
member
By: /s/ Mark H. Lundy
------------------------------------
Mark H. Lundy, Senior Vice President
OLP TUCKER LLC
by: One Liberty Properties, Inc. its sole
member
By: /s/ Mark H. Lundy
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Mark H. Lundy, Senior Vice President
OLP LAKE WORTH LLC
by: One Liberty Properties, Inc. its sole
member
By: /s/Mark H. Lundy
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Mark H. Lundy, Senior Vice President
OLP-NNN MANAGER LLC
by: One Liberty Properties, Inc. its sole
member
/s/ Mark H. Lundy
By: -----------------------------------
Mark H. Lundy, Senior Vice President
OLP ATHENS LLC
by: One Liberty Properties, Inc. its sole
member
By: /s/ Mark H. Lundy
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Mark H. Lundy, Senior Vice President
OLP HANOVER I LLC
by: One Liberty Properties, Inc. its sole
member
By: /s/ Mark H. Lundy
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Mark H. Lundy, Senior Vice President
OLP HANOVER PA, INC.
By: /s/ Mark H. Lundy
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Mark H. Lundy, Senior Vice President
OLP SOMERVILLE LLC
by: One Liberty Properties, Inc. its sole
member
By: /s/ Mark H. Lundy
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Mark H. Lundy, Senior Vice President
OLP VETERENS HIGHWAY LLC
by: One Liberty Properties, Inc. its sole
member
By: /s/ Mark H. Lundy
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Mark H. Lundy, Senior Vice President
OLP GURNEE LLC
by: One Liberty Properties, Inc. its sole
member
By: /s/ Mark H. Lundy
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Mark H. Lundy, Senior Vice President
OLP IOWA, INC.
By: s/s Mark H. Lundy
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Mark H. Lundy, Senior Vice President
OLP SAGINAW INC.
By: /s/ Mark H. Lundy
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Mark H. Lundy, Senior Vice President
OLP CENTERREACH, LLC
by: One Liberty Properties, Inc. its sole
member
By: /s/ Mark H. Lundy
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Mark H. Lundy, Senior Vice President
OLP DIXIE DRIVE HOUSTON, INC.
By: /s/ Mark H. Lundy
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Mark H. Lundy, Senior Vice President
OLP SOUTH MILWAUKEE MANAGER LLC
by: One Liberty Properties, Inc. its sole
member
By: /s/ Mark H. Lundy
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Mark H. Lundy, Senior Vice President
OLP SAVANNAH LLC
by: One Liberty Properties, Inc. its sole
member
By: /s/ Mark H. Lundy
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Mark H. Lundy, Senior Vice President
VNB NEW YORK CORP.
By: /s/ Andrew Baron
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Name: Andrew Baron
Title: First Vice President
BANK LEUMI USA
By: /s/ Cynthia C. Wilbur
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Name: Cynthia C. Wilbur
Title: Vice President
ISRAEL DISCOUNT BANK OF NEW YORK
By: /s/ Marc Cooper
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Name: Marc Cooper
Title: First Vice President
By:
---------------------------------------
Name:
Title:
MANUFACTURERS AND TRADERS TRUST COMPANY
By: /s/ Daniel Parente
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Name: Daniel Parente
Title: Banking Officer
SCHEDULE 1.01
GUARANTORS
NAME JURISDICTION TYPE OF ENTITY
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OLP CHATTANOOGA, INC. Tennessee Corporation
60 Cutter Mill Road, Suite 303
Great Neck, New York 11021
OLP PALM BEACH, INC. Florida Corporation
60 Cutter Mill Road, Suite 303
Great Neck, New York 11021
OLP TEXAS, INC. Texas Corporation
60 Cutter Mill Road, Suite 303
Great Neck, New York 11021
OLP HAMILTON, INC. New York Corporation
60 Cutter Mill Road, Suite 303
Great Neck, New York 11021
OLP CHULA VISTA CORP. California Corporation
60 Cutter Mill Road, Suite 303
Great Neck, New York 11021
OLP THEATRES LLC Delaware Limited Liability Company
60 Cutter Mill Road, Suite 303
Great Neck, New York 11021
OLP MOVIES LLC Delaware Limited Liability Company
60 Cutter Mill Road, Suite 303
Great Neck, New York 11021
OLP TUCKER LLC Georgia Limited Liability Company
60 Cutter Mill Road, Suite 303
Great Neck, New York 11021
OLP LAKE WORTH LLC Florida Limited Liability Company
60 Cutter Mill Road, Suite 303
Great Neck, New York 11021
OLP-NNN MANAGER LLC Delaware Limited Liability Company
60 Cutter Mill Road, Suite 303
Great Neck, New York 11021
OLP ATHENS LLC Georgia Limited Liability Company
60 Cutter Mill Road, Suite 303
Great Neck, New York 11021
OLP HANOVER I LLC Pennsylvania Limited Liability Company
60 Cutter Mill Road, Suite 303
Great Neck, New York 11021
OLP HANOVER PA, INC. Pennsylvania Corporation
60 Cutter Mill Road, Suite 303
Great Neck, New York 11021
OLP SOMERVILLE LLC Massachusetts Limited Liability Company
60 Cutter Mill Road, Suite 303
Great Neck, New York 11021
OLP VETERANS HIGHWAY LLC New York Limited Liability Company
60 Cutter Mill Road, Suite 303
Great Neck, New York 11021
OLP GURNEE LLC Delaware Limited Liability Company
60 Cutter Mill Road, Suite 303
Great Neck, New York 11021
OLP IOWA, INC. Iowa Corporation
60 Cutter Mill Road, Suite 303
Great Neck, New York 11021
OLP SAGINAW INC. Michigan Corporation
60 Cutter Mill Road, Suite 303
Great Neck, New York 11021
OLP CENTERREACH, LLC New York Limited Liability Company
60 Cutter Mill Road, Suite 303
Great Neck, New York 11021
OLP DIXIE DRIVE HOUSTON, INC. Texas Corporation
60 Cutter Mill Road, Suite 303
Great Neck, New York 11021
OLP SOUTH MILWAUKEE MANAGER LLC Delaware Limited Liability Company
60 Cutter Mill Road, Suite 303
Great Neck, New York 11021
OLP SAVANNAH LLC Delaware Limited Liability Company
60 Cutter Mill Road, Suite 303
Great Neck, New York 11021
SCHEDULE 3.01(u)
COMMITMENT FEES
VNB NEW YORK CORP. $225,000.00
BANK LEUMI USA $100,000.00
ISRAEL DISCOUNT BANK OF NEW YORK $100,000.00
MANUFACTURERS AND TRADERS TRUST COMPANY $200,000.00
SCHEDULE 4.01(a)
Subsidiaries
Name
OLP BATAVIA, INC.
OLP IOWA, INC.
OLP TEXAS, INC.
OLP - TSA GEORGIA, INC.
OLP DIXIE DRIVE HOUSTON, INC.
OLP GREENWOOD VILLAGE, COLORADO, INC.
OLP FT. MYERS, INC.
OLP RABRO DRIVE CORP.
OLP CHATTANOOGA, INC.
OLP COLUMBUS, INC.
OLP MESQUITE, INC.
OLP SOUTH HIGHWAY HOUSTON, INC.
OLP SELDEN, INC.
OLP PALM BEACH, INC.
OLP NEW HYDE PARK, INC.
OLP CHAMPAIGN, INC.
OLP EL PASO, INC.
OLP HAMILTON, INC.
OLP PLANO, INC.
OLP HANOVER PA, INC.
OLP GRAND RAPIDS, INC.
OLP PLANO I, L.P.
OLP EL PASO I, L.P.
OLP HANOVER I LLC
OLP PLANO LLC
OLP EL PASO I LLC
OLP THEATRES LLC
OLP RONKONKOMA LLC
OLP HAUPPAUGE, LLC
OLP LAKE CHARLES LLC
OLP MOVIES LLC
OLP TUCKER LLC
OLP LAKE WORTH LLC
OLP SOMMERVILLE LLC
OLP MARCUS DRIVE LLC
OLP LOS ANGELES, INC.
OLP NEWARK
LLC OLP GP INC.
OLP TEXAS I, LP
OLP 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 TOMLINSON LLC
OLP PARSIPPANY LLC
OLP HAVERTPORTFOLIO L.P.
OLP HAVERTY'S 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