Exhibit 10.1


 


SECOND AMENDMENT
TO THIRD AMENDED

AND RESTATED LOAN AGREEMENT AND OTHER LOAN DOCUMENTS


 


This SECOND AMENDMENT
TO THIRD AMENDED AND RESTATED LOAN AGREEMENT AND OTHER LOAN DOCUMENTS (this “Second Amendment”) dated as of
the 8th day of July, 2020, among (1) 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 (“Borrower”), (2) VNB NEW YORK, LLC, a New York
limited liability company (as successor by merger to VNB New York Corp., as assignee of Valley National Bank, Merchants Bank Division),
as a lender, having an office at 1 Penn Plaza, 29th Floor, New York, New York 10119 (“VNB”), (3)
BANK LEUMI USA, as a lender, having an office at 579 Fifth Avenue, New York, New York 10017 (“Leumi”), (4) MANUFACTURERS
AND TRADERS TRUST COMPANY, as a lender, having an office at 350 Park Avenue, New York, New York 10022 (“M&T”),
(5) PEOPLE’S UNITED BANK, NATIONAL ASSOCIATION, as a lender, having an office at 100 Motor Parkway, Suite 160, Hauppauge,
New York 11788 (“People’s Bank”), and (6) MANUFACTURERS AND TRADERS TRUST COMPANY, as administrative agent
(together with its successors and assigns, “Administrative Agent”) on behalf of VNB, Leumi, M&T, People’s
Bank and the other Lenders (as defined in the Loan Agreement (as defined below)). Capitalized terms not otherwise defined in
this Second Amendment shall have the meanings ascribed to them in the Loan Agreement.


 


RECITALS


 


WHEREAS, Borrower, Administrative
Agent and Lenders entered into a certain Third Amended and Restated Loan Agreement made as of November 9, 2016, as amended by that
certain First Amendment to Third Amended and Restated Loan Agreement and Other Loan Documents dated as of July 1, 2019 (as amended
from time to time, collectively, the “Loan Agreement”); and


 


WHEREAS, Borrower, Administrative
Agent and Lenders wish to supplement and amend the Loan Agreement by 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 2.06 of the
Loan Agreement is hereby amended by replacing the last sentence of said section with the following sentence:


 


“No Lender shall
advance, and Borrower shall not request, Renovation Expense Loans and Operating Expense Loans which, in the aggregate, exceed the
lesser of (x) $30,000,000 or (y) 30% of the Borrowing Base; provided, however, that in no event shall (A) Operating
Expense Loans exceed (1) $20,000,000 through February 28, 2021 and (2) $10,000,000 from and after March 1, 2021, and (B) Renovation
Expense Loans exceed (1) $10,000,000 through February 28, 2021 and (2) $20,000,000 from and after March 1, 2021, and Borrower shall
immediately prepay such Operating Expense Loans and/or Renovation Expense Loans to the extent of any such excess and there shall
be no further advances until such excess is repaid.”


 






     


     


    

 


2. Section 2.10 of the
Loan Agreement is hereby amended and restated in its entirey as follows:


 


“SECTION
2.10 Use of Proceeds. The proceeds of the Revolving Credit Loans shall be used for (i) the acquisition of a Property; (ii)
the repayment (in whole or in part) of existing mortgage debt on a Property; and (iii) Renovation Expense Loans and Operating Expense
Loans in the aggregate not to exceed the lesser of (x) $30,000,000 or (y) 30% of the Borrowing Base; provided, however,
that in no event shall (A) Operating Expense Loans exceed (1) $20,000,000 through February 28, 2021 and (2) $10,000,000 from and
after March 1, 2021, and (B) Renovation Expense Loans exceed (1) $10,000,000 through February 28, 2021 and (2) $20,000,000 from
and after March 1, 2021. No part of the proceeds of any Loan may be used for any purpose that directly or indirectly violates or
is inconsistent with, the provisions of Regulations T, U or X. Borrower shall not use, and shall take reasonable steps to ensure
that none of its Subsidiaries and its or their respective directors, officers, employees and agents shall use, the proceeds of
any Revolving Credit Loans (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving
of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, or (ii) for the purpose of funding,
financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country.”


 


3. The effectiveness
of this Second Amendment shall be expressly subject to receipt by Administrative Agent and Lenders of the following items:


 


		(a)	a fully-executed Second Amendment;



 


		(b)	a fully executed Ratification and Confirmation of Guaranty in the form attached as Exhibit A (the
“Guaranty Ratification”);



 


		(c)	payment of all reasonable, out-of-pocket costs and expenses incurred by Administrative Agent in
connection with this Second Amendment;



 


		(d)	payment to Administrative Agent’s and each Lender’s outside counsel for reasonable
fees and expenses in connection with the preparation, negotiation and execution of this Second Amendment;



 






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		(e)	a satisfactory attorney opinion letter from Richard M. Figueroa, Senior Vice President and Legal
Counsel of Borrower, (i) stating that Borrower is duly formed, fully qualified, validly existing and in good standing under the
laws of the State of Maryland and the State of New York and is authorized and empowered, by signature of the undersigned, to enter
into this Second Amendment and perform all of the terms, provisions, covenants and conditions hereof, and that in doing so, Borrower
shall not be in violation of Borrower’s by-laws or any other agreement to which Borrower is a party, (ii) stating that each
Guarantor is duly formed, fully qualified, validly existing and in good standing under the laws of their respective state of formation
and each Guarantor is authorized and empowered, by signature of the undersigned, to enter into the Guaranty Ratification and perform
all of the terms, provisions, covenants and conditions thereof, and that in doing so, each Guarantor shall not be in violation
of such Guarantor’s formation or organizational documents or any other agreement to which such Guarantor is a party, (iii)
regarding the validity and enforceability of this Second Amendment and the documents to be executed in connection herewith, and
(iv) stating that there have been no changes to (x) Borrower’s certificate of incorporation or by-laws other than as described
in Borrower’s Proxy Statement dated April 22, 2020 and Form 8-K dated July 7, 2020 or (y) any Guarantor’s certificate
of incorporation, formation or limited partnership, as applicable, or by-laws, operating agreement or partnership agreement, as
applicable, in each instance, since the versions thereof delivered to Administrative Agent on November 9, 2016; and



 


		(f)	such other agreements and instruments as Administrative Agent and Lenders reasonably deem necessary
to carry out the terms and provisions of this Second Amendment.



 


4. Except as expressly
provided in this Second Amendment, all of the terms, provisions, covenants and conditions of the Loan Documents (as such term is
defined in the Loan Agreement) shall be and remain in full force and effect as written, unmodified hereby. Borrower hereby further
ratifies and acknowledges the continuing validity and enforceability of the Loan Documents as herein modified and the obligations
evidenced thereby. In the event of any conflict between the terms, provisions, covenants and conditions of this Second Amendment
and the Loan Documents, this Second Amendment shall control. Except as may be expressly provided in this Second Amendment, this
Second Amendment shall not waive, suspend, diminish or impair the Loan Documents or the obligations, liabilities, liens or security
interests represented thereby.


 


5.       Borrower
hereby represents and warrants that:


 


		(a)	Except as set forth on replacement schedules attached hereto as Exhibit B, any and all of the representations,
warranties and schedules (as such schedules may have been previously supplemented and/or modified from time to time in accordance
with the Loan Agreement) 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)	The execution of this Second Amendment, the delivery by Borrower to Administrative Agent of all
monies, items and documents provided for herein, Borrower’s performance hereof and the transactions contemplated hereby have
been duly authorized by the requisite action on the part of Borrower. This Second Amendment constitutes the valid and binding obligation
of Borrower and is enforceable against Borrower in accordance with its terms, provisions, covenants and conditions, except as enforcement
thereof may be limited by applicable laws affecting the enforcement of creditors’ rights generally;



 






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		(c)	Except as may previously have been expressly disclosed in writing by Borrower to Administrative
Agent or the Lenders, 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;



 


		(d)	As of the date hereof, Borrower is legally, validly and enforceably indebted to Lenders in the
aggregate principal amount of $22,150,000, all of which amounts are due without offset, claim, defense, counterclaim or right of
recoupment; and



 


		(e)	Borrower hereby knowingly, voluntarily, intentionally, unconditionally and irrevocably waives,
releases, and forever discharges Administrative Agent, Lenders, and Administrative Agent’s and Lenders’ parent, affiliates,
subsidiaries (such persons or parties being hereinafter collectively referred to as “Lender Entities”) and Lender
Entities’ agents, officers, directors, shareholders, partners, members and employees (Administrative Agent, Lenders and Lender
Entities and such other persons or parties being herein collectively referred to as “Lender Parties”), from
and against any and all rights, claims, counterclaims, actions or causes of action against Administrative Agent, Lenders and/or
Lender Parties, arising out of Administrative Agent’s, Lenders’ and/or Lender Parties’ actions or inactions in
connection with the Loan prior to the execution and delivery of this Second Amendment, or any security interest, lien or collateral
then given/granted to Administrative Agent, Lenders and/or Lender Parties in connection therewith, as well as, to the extent arising
out of such actions or inactions, any and all rights of set-off, defenses, claims, actions, causes of action and any other bar
to the enforcement of this Second Amendment and/or the Loan Documents.



 


6. This Second Amendment
shall be governed and construed in accordance with the laws of the State of New York without reference to principles of conflicts
of law.


 


7. 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 Administrative Agent or Lenders 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 Borrower in any case shall, of itself, entitle Borrower to any other or further notice or demand in
similar or other circumstances.


 






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8. 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.


 


9. 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.
Delivery of this Second Amendment (or counterparts hereof) by pdf electronic transmission shall be effective with the same effect
as delivery of original signatures.


 


10. This Second Amendment
shall be binding upon and inure to the benefit of Borrower and its successors and to the benefit of Administrative Agent, Lenders
and their respective successors and assigns. The rights and obligations of Borrower under this Second Amendment shall not be assigned
or delegated without the prior written consent of Administrative Agent and Lenders, and any purported assignment or delegation
without such consent shall be void.


 


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IN WITNESS WHEREOF,
the undersigned have caused this Second Amendment to be duly executed and delivered as of the date first above written.


 


	 	BORROWER:
	 	 	 
	 	ONE LIBERTY PROPERTIES, INC.
	 	 	 
	 	By:	                         
	 	 	Mark H. Lundy
	 	 	Senior Vice President


 


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	 	LENDER:
	 	 	 
	 	VNB NEW YORK, LLC
	 	 	 
	 	By:	                             
	 	 	Andrew Baron
	 	 	First Vice President


 


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	 	LENDER:
	 	 	 
	 	BANK LEUMI USA
	 	 	 
	 	By:	                        
	 	 	Jeffrey Puchin
	 	 	Senior Associate Relationship Manager
	 	 	 
	 	By:	                          
	 	 	Roger Rofe
	 	 	Senior Vice President


 


[SIGNATURES CONTINUE ON
NEXT PAGE]


 




     


     


    

  


	 	LENDER:
	 	 	 
	 	PEOPLE’S UNITED BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	                                  
	 	 	Name: 
	 	 	Title: 


 


[SIGNATURES CONTINUE AND
END ON NEXT PAGE]


 




     


     


    

  


	 	LENDER:
	 	 	 
	 	MANUFACTURERS AND TRADERS
	 	TRUST COMPANY
	 	 	 
	 	By:	                       
	 	 	Name: 
	 	 	Title: 
	 	 	 
	 	ADMINISTRATIVE AGENT:
	 	 	 
	 	MANUFACTURERS AND TRADERS
	 	TRUST COMPANY
	 	 	 
	 	By:	                         
	 	 	Name: 
	 	 	Title: