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 13, 2006
BRT REALTY TRUST
(Exact name of Registrant as specified in charter)
Massachusetts 001-07172 13-2755856
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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)
Registrant's telephone number, including area code 516-466-3100
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))
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Item 1.01 Entry into a Material Definitive Agreement
Form 8-K filed by registrant on January 11, 2006 reported that on January 9,
2006 registrant had consummated a $150 million revolving credit facility with
North Fork Bank, Valley National Bank, Merchant's Bank Division, Signature Bank
and Manufacturer and Traders Trust Company (the "Banks"). By First Amendment to
Revolving Credit Agreement made as of March 13, 2006 the credit available under
the facility was increased to $155 million. As of March 13, 2006 registrant
executed an Amended and Restated Secured Promissory Note in the amount of $155
million. The information contained in the Form 8-K filed on January 11, 2006
with respect to the credit facility, including interest rate, term, extension
options, collateral, and debt service coverage and ratios are unchanged. Except
for the increase from $150 million to $155 million there were no amendments to
the Revolving Credit Agreement or the Promissory Note filed as exhibits to the
Form 8-K.
Item 2.03 Creation of a Direct Financial Obligation or Obligation Under
an Off-Balance Sheet Arrangement of a Registrant.
See response to Item 1.01 above.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
10.1 First Amendment to Revolving Credit Agreement.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BRT REALTY TRUST
Date: March 15, 2006 By: /s/Simeon Brinberg
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Simeon Brinberg
Senior Vice President
EXHIBIT 10.1
FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
THIS FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT (this ("Agreement")
is made as of the 13th day of March, 2006, between BRT REALTY TRUST, a
Massachusetts business trust, with offices at 60 Cutter Mill Road, Suite 303,
Great Neck, New York 10021 (the "Borrower") and NORTH FORK BANK, a corporation
organized under the Banking Law of the State of New York having its principal
offices at 275 Broadhollow Road, Melville, New York 11747 (the "Lender").
W I T N E S S E T H
WHEREAS, as of January 9, 2006, the Borrower and the Lender entered
into a Revolving Credit Agreement (the "Original Agreement"), a copy of which is
annexed hereto as Exhibit A, securing the Borrower's obligations under that
certain Secured Promissory Note dated as of January 9, 2006 in the amount of ONE
HUNDRED FIFTY MILLION AND 00/100 ($150,000,000.00) DOLLARS (the "Original
Note"); and
WHEREAS, the Lender has agreed to increase the line of credit available
to the Borrower pursuant to the Original Note and the Original Agreement from
ONE HUNDRED FIFTY MILLION AND 00/100 ($150,000,000.00) DOLLARS to ONE HUNDRED
FIFTY FIVE MILLION AND 00/100 ($155,000,000.00) DOLLARS, and in connection with
such increase in the available line of credit, the Borrower has executed and
delivered to the Lender a Consolidated and Restated Secured Promissory Note of
even date herewith (the "Restated Note"); and
WHEREAS, the Borrower and the Lender desire to amend the Original
Agreement to reflect the increase in the available line of credit.
NOW, THEREFORE, in consideration of ten ($10.00) dollars, and for other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Borrower and the Lender hereby agree that the Original
Agreement shall be deemed amended as follows:
1. All references in the Original Agreement to the Note shall be deemed
to refer to the Restated Note. All references in the Original Agreement to the
Collateral Assignments shall be deemed to refer to such Collateral Assignments
as are now or shall be from time to time in the possession of the Lender. All
references in the Original Agreement to Mortgage Notes, the Mortgages and the
Other Documents shall be deemed to refer to such Mortgage Notes, Mortgages and
Other Documents as are now or shall be from time to time in the possession of
the Lender. All terms not defined herein shall have the meanings ascribed
thereto in the Original Agreement.
2. The Borrower hereby remakes and reaffirms all representations,
covenants and warranties made in the Original Agreement as if same were more
fully set forth herein.
3. This Amendment cannot be changed orally but only in writing by the
person to be charged.
4. Except as otherwise set forth herein, all terms and conditions of
the Original Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, this Amendment has been duly executed by the
Borrower and the Lender as of the date first above written.
BRT REALTY TRUST
By: /s/ Simeon Brinberg
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Simeon Brinberg, Senior Vice President
NORTH FORK BANK
By: /s/ Walter E. Malek
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Walter E. Malek, Senior Vice President