FIRST AMENDMENT AGREEMENT
FIRST AMENDMENT AGREEMENT (this "Agreement"), dated as of
December 10, 1996 (the "Effective Date"), among National Consumer
Cooperative Bank, a banking corporation organized under the laws of
the United States which does business as the National Cooperative
Bank (the "Company"), and each of the institutions signatory hereto
(collectively, the "Noteholders").
WHEREAS, the Company, Equitable Variable Life Insurance
Company, The Equitable Life Assurance Society of the United States,
Mellon Bank, N.A., as trustee for First Plaza Group Trust,
Principal Mutual Life Insurance Company, IDS Certificate Company,
SAFECO Life Insurance Company, Phoenix Home Life Mutual Insurance
Company, Provident Mutual Life Insurance Company of Philadelphia,
Provident Mutual Life and Annuity Company of America, Mutual
Service Life Insurance Company and Lutheran Brotherhood have
entered into those separate Assumption Agreement and Amended and
Restated Note Purchase Agreements (as in effect prior to the
effectiveness of this Agreement, collectively the "Existing
Agreement," and, as amended by this Agreement, collectively the
"Amended Agreement"), each dated as of December 1, 1993, pursuant
to which the Company sold:
(a) its Amended and Restated 8.18% Series A Senior
Notes due June 24, 1997 (the "Series A Notes"), in the
aggregate principal amount of Nineteen Million Dollars
($19,000,000);
(b) its Amended and Restated 8.32% Series B Senior Notes
due December 24, 1997 (the "Series B Notes"), in the aggregate
principal amount of Eighteen Million Dollars ($18,000,000);
and
(c) its Amended and Restated 8.44% Series C Senior Notes
due June 24, 1998 (the "Series C Notes"; the Series A Notes,
the Series B Notes and the Series C Notes are referred to
herein collectively as the "Notes"), in the aggregate
principal amount of Thirteen Million Dollars ($13,000,000);
WHEREAS, the undersigned noteholders hold one or more of the
Series A Notes;
WHEREAS, the Company and the Noteholders desire to amend and
modify certain provisions of the Existing Agreement; and
WHEREAS, the capitalized terms used herein and not defined
herein shall have the respective meanings ascribed to them in the
Existing Agreement.
NOW THEREFORE, upon the full and complete satisfaction of the
conditions precedent to the effectiveness of this Agreement set
forth in Section 2 hereof, and for good and valuable consideration
the receipt and adequacy of which are hereby acknowledged, the
parties hereto agree as follows:
1. Amendment to Section 7.8 of the Existing Agreement.
Section 7.8 of the Existing Agreement is hereby amended by
amending and restating in its entirety clause (a) of Section 7.8 to
read in its entirety as follows:
"(a) Consolidated Debt to exceed eight hundred fifty percent
(850%) of Consolidated Adjusted Net Worth until the earlier of
(i) December 24, 1997 or
(ii) the prepayment in full of the Series A Notes and the
Series B Notes,
after which time the Company shall not at any time permit
Consolidated Debt to exceed one thousand percent (1000%) of
Consolidated Adjusted Net Worth; or"
2. Effectiveness. The provisions of Section 1 of this
Agreement shall become effective and binding upon the parties
hereto on the Effective Date upon the satisfaction in full of each
of the following conditions:
(a) the Company and each Noteholder shall have executed
and delivered a counterpart of this Agreement; and
(b) the Company shall have paid in full all costs,
expenses and charges (including, without limitation, all fees
and out-of-pocket expenses of Hebb & Gitlin, special counsel
to the Noteholders) incurred on or prior to the date hereof,
directly or indirectly, by each Noteholder in connection with
the preparation, review and implementation of this Agreement.
Upon the effectiveness of this Agreement, on and after the date
hereof, each reference in the Existing Agreement to "this
Agreement", "hereunder", "hereof", "herein" or words of like
import, and each reference in the Notes, shall mean and be a
reference to the Existing Agreement as amended hereby.
3. Duplicate Originals; Execution in Counterpart. Two or
more duplicate originals of this Agreement may be signed by the
parties hereto, each of which shall be an original but all of which
together shall constitute one and the same instrument. This
Agreement may be executed in one or more counterparts and shall be
effective when at least one counterpart shall have been executed by
each party hereto, and each set of counterparts which,
collectively, show execution by each party hereto shall constitute
one duplicate original.
4. Limitation of Amendment. The terms of this Agreement
shall not operate as or constitute a waiver by the Noteholders of,
or otherwise prejudice, the Noteholders' rights, remedies or powers
under the Existing Agreement or any of the Notes or under
applicable law. Except as expressly provided herein,
(a) no other terms and provisions of the Existing
Agreement are modified or changed by this Agreement, and
(b) the terms and provisions of the Existing Agreement
shall continue in full force and effect.
The Company hereby acknowledges, confirms, reaffirms and ratifies
all of its obligations and duties under the Amended Agreement and
the Notes.
5. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE
STATE OF NEW YORK.
[Remainder of page intentionally blank. Next page is signature page.]
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their authorized officers as of the
date first above written.
NATIONAL CONSUMER COOPERATIVE BANK
By
Name:
Title:
EQUITABLE VARIABLE LIFE INSURANCE COMPANY
By_______________________________________
Name:
Title:
IDS CERTIFICATE COMPANY
By_______________________________________
Name:
Title:
SAFECO LIFE INSURANCE COMPANY
By_______________________________________
Name:
Title:
FIRST AMENDMENT AGREEMENT
FIRST AMENDMENT AGREEMENT (this "Agreement"), dated as of
December 10, 1996 (the "Effective Date"), among National Consumer
Cooperative Bank, a banking corporation organized under the laws of
the United States which does business as the National Cooperative
Bank (the "Company"), and each of the institutions signatory hereto
(collectively, the "Noteholders").
WHEREAS, the Company, Equitable Variable Life Insurance
Company, The Equitable Life Assurance Society of the United States,
Mellon Bank, N.A., as trustee for First Plaza Group Trust,
Principal Mutual Life Insurance Company, IDS Certificate Company,
SAFECO Life Insurance Company, Phoenix Home Life Mutual Insurance
Company, Provident Mutual Life Insurance Company of Philadelphia,
Provident Mutual Life and Annuity Company of America, Mutual
Service Life Insurance Company and Lutheran Brotherhood have
entered into those separate Assumption Agreement and Amended and
Restated Note Purchase Agreements (as in effect prior to the
effectiveness of this Agreement, collectively the "Existing
Agreement," and, as amended by this Agreement, collectively the
"Amended Agreement"), each dated as of December 1, 1993, pursuant
to which the Company sold:
(a) its Amended and Restated 8.18% Series A Senior
Notes due June 24, 1997 (the "Series A Notes"), in the
aggregate principal amount of Nineteen Million Dollars
($19,000,000);
(b) its Amended and Restated 8.32% Series B Senior Notes
due December 24, 1997 (the "Series B Notes"), in the aggregate
principal amount of Eighteen Million Dollars ($18,000,000);
and
(c) its Amended and Restated 8.44% Series C Senior Notes
due June 24, 1998 (the "Series C Notes"; the Series A Notes,
the Series B Notes and the Series C Notes are referred to
herein collectively as the "Notes"), in the aggregate
principal amount of Thirteen Million Dollars ($13,000,000);
WHEREAS, the undersigned noteholders hold one or more of the
Series B Notes;
WHEREAS, the Company and the Noteholders desire to amend and
modify certain provisions of the Existing Agreement; and
WHEREAS, the capitalized terms used herein and not defined
herein shall have the respective meanings ascribed to them in the
Existing Agreement.
NOW THEREFORE, upon the full and complete satisfaction of the
conditions precedent to the effectiveness of this Agreement set
forth in Section 2 hereof, and for good and valuable consideration
the receipt and adequacy of which are hereby acknowledged, the
parties hereto agree as follows:
1. Amendment to Section 7.8 of the Existing Agreement.
Section 7.8 of the Existing Agreement is hereby amended by
amending and restating in its entirety clause (a) of Section 7.8 to
read in its entirety as follows:
"(a) Consolidated Debt to exceed eight hundred fifty percent
(850%) of Consolidated Adjusted Net Worth until the earlier of
(i) December 24, 1997 or
(ii) the prepayment in full of the Series A Notes and the
Series B Notes,
after which time the Company shall not at any time permit
Consolidated Debt to exceed one thousand percent (1000%) of
Consolidated Adjusted Net Worth; or"
2. Effectiveness. The provisions of Section 1 of this
Agreement shall become effective and binding upon the parties
hereto on the Effective Date upon the satisfaction in full of each
of the following conditions:
(a) the Company and each Noteholder shall have executed
and delivered a counterpart of this Agreement; and
(b) the Company shall have paid in full all costs,
expenses and charges (including, without limitation, all fees
and out-of-pocket expenses of Hebb & Gitlin, special counsel
to the Noteholders) incurred on or prior to the date hereof,
directly or indirectly, by each Noteholder in connection with
the preparation, review and implementation of this Agreement.
Upon the effectiveness of this Agreement, on and after the date
hereof, each reference in the Existing Agreement to "this
Agreement", "hereunder", "hereof", "herein" or words of like
import, and each reference in the Notes, shall mean and be a
reference to the Existing Agreement as amended hereby.
3. Duplicate Originals; Execution in Counterpart. Two or
more duplicate originals of this Agreement may be signed by the
parties hereto, each of which shall be an original but all of which
together shall constitute one and the same instrument. This
Agreement may be executed in one or more counterparts and shall be
effective when at least one counterpart shall have been executed by
each party hereto, and each set of counterparts which,
collectively, show execution by each party hereto shall constitute
one duplicate original.
4. Limitation of Amendment. The terms of this Agreement
shall not operate as or constitute a waiver by the Noteholders of,
or otherwise prejudice, the Noteholders' rights, remedies or powers
under the Existing Agreement or any of the Notes or under
applicable law. Except as expressly provided herein,
(a) no other terms and provisions of the Existing
Agreement are modified or changed by this Agreement, and
(b) the terms and provisions of the Existing Agreement
shall continue in full force and effect.
The Company hereby acknowledges, confirms, reaffirms and ratifies
all of its obligations and duties under the Amended Agreement and
the Notes.
5. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE
STATE OF NEW YORK.
[Remainder of page intentionally blank. Next page is signature page.]
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their authorized officers as of the
date first above written.
NATIONAL CONSUMER COOPERATIVE BANK
By
Name:
Title:
EQUITABLE VARIABLE LIFE INSURANCE COMPANY
By_______________________________________
Name:
Title:
THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
By_______________________________________
Name:
Title:
MELLON BANK, N.A., as trustee for FIRST PLAZA GROUP TRUST
(as directed by Alliance Capital Management L.P.)
By_______________________________________
Name:
Title:
PRINCIPAL MUTUAL LIFE INSURANCE COMPANY
By_______________________________________
Name:
Title:
By_______________________________________
Name:
Title:
FIRST AMENDMENT AGREEMENT
FIRST AMENDMENT AGREEMENT (this "Agreement"), dated as of
December 10, 1996 (the "Effective Date"), among National Consumer
Cooperative Bank, a banking corporation organized under the laws of
the United States which does business as the National Cooperative
Bank (the "Company"), and each of the institutions signatory hereto
(collectively, the "Noteholders").
WHEREAS, the Company, Equitable Variable Life Insurance
Company, The Equitable Life Assurance Society of the United States,
Mellon Bank, N.A., as trustee for First Plaza Group Trust,
Principal Mutual Life Insurance Company, IDS Certificate Company,
SAFECO Life Insurance Company, Phoenix Home Life Mutual Insurance
Company, Provident Mutual Life Insurance Company of Philadelphia,
Provident Mutual Life and Annuity Company of America, Mutual
Service Life Insurance Company and Lutheran Brotherhood have
entered into those separate Assumption Agreement and Amended and
Restated Note Purchase Agreements (as in effect prior to the
effectiveness of this Agreement, collectively the "Existing
Agreement," and, as amended by this Agreement, collectively the
"Amended Agreement"), each dated as of December 1, 1993, pursuant
to which the Company sold:
(a) its Amended and Restated 8.18% Series A Senior
Notes due June 24, 1997 (the "Series A Notes"), in the
aggregate principal amount of Nineteen Million Dollars
($19,000,000);
(b) its Amended and Restated 8.32% Series B Senior Notes
due December 24, 1997 (the "Series B Notes"), in the aggregate
principal amount of Eighteen Million Dollars ($18,000,000);
and
(c) its Amended and Restated 8.44% Series C Senior Notes
due June 24, 1998 (the "Series C Notes"; the Series A Notes,
the Series B Notes and the Series C Notes are referred to
herein collectively as the "Notes"), in the aggregate
principal amount of Thirteen Million Dollars ($13,000,000);
WHEREAS, the undersigned noteholders hold one or more of the
Series C Notes;
WHEREAS, the Company and the Noteholders desire to amend and
modify certain provisions of the Existing Agreement; and
WHEREAS, the capitalized terms used herein and not defined
herein shall have the respective meanings ascribed to them in the
Existing Agreement.
NOW THEREFORE, upon the full and complete satisfaction of the
conditions precedent to the effectiveness of this Agreement set
forth in Section 2 hereof, and for good and valuable consideration
the receipt and adequacy of which are hereby acknowledged, the
parties hereto agree as follows:
1. Amendment to Section 7.8 of the Existing Agreement.
Section 7.8 of the Existing Agreement is hereby amended by
amending and restating in its entirety clause (a) of Section 7.8 to
read in its entirety as follows:
"(a) Consolidated Debt to exceed eight hundred fifty percent
(850%) of Consolidated Adjusted Net Worth until the earlier of
(i) December 24, 1997 or
(ii) the prepayment in full of the Series A Notes and the
Series B Notes,
after which time the Company shall not at any time permit
Consolidated Debt to exceed one thousand percent (1000%) of
Consolidated Adjusted Net Worth; or"
2. Effectiveness. The provisions of Section 1 of this
Agreement shall become effective and binding upon the parties
hereto on the Effective Date upon the satisfaction in full of each
of the following conditions:
(c) the Company and each Noteholder shall have executed
and delivered a counterpart of this Agreement; and
(d) the Company shall have paid in full all costs,
expenses and charges (including, without limitation, all fees
and out-of-pocket expenses of Hebb & Gitlin, special counsel
to the Noteholders) incurred on or prior to the date hereof,
directly or indirectly, by each Noteholder in connection with
the preparation, review and implementation of this Agreement.
Upon the effectiveness of this Agreement, on and after the date
hereof, each reference in the Existing Agreement to "this
Agreement", "hereunder", "hereof", "herein" or words of like
import, and each reference in the Notes, shall mean and be a
reference to the Existing Agreement as amended hereby.
3. Duplicate Originals; Execution in Counterpart. Two or
more duplicate originals of this Agreement may be signed by the
parties hereto, each of which shall be an original but all of which
together shall constitute one and the same instrument. This
Agreement may be executed in one or more counterparts and shall be
effective when at least one counterpart shall have been executed by
each party hereto, and each set of counterparts which,
collectively, show execution by each party hereto shall constitute
one duplicate original.
4. Limitation of Amendment. The terms of this Agreement
shall not operate as or constitute a waiver by the Noteholders of,
or otherwise prejudice, the Noteholders' rights, remedies or powers
under the Existing Agreement or any of the Notes or under
applicable law. Except as expressly provided herein,
(a) no other terms and provisions of the Existing
Agreement are modified or changed by this Agreement, and
(b) the terms and provisions of the Existing Agreement
shall continue in full force and effect.
The Company hereby acknowledges, confirms, reaffirms and ratifies
all of its obligations and duties under the Amended Agreement and
the Notes.
5. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE
STATE OF NEW YORK.
[Remainder of page intentionally blank. Next page is signature page.]
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their authorized officers as of the
date first above written.
NATIONAL CONSUMER COOPERATIVE BANK
By
Name:
Title:
PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY
By_______________________________________
Name:
Title:
PROVIDENT MUTUAL LIFE INSURANCE
COMPANY OF PHILADELPHIA
By_______________________________________
Name:
Title:
PROVIDENT MUTUAL LIFE AND ANNUITY
COMPANY OF AMERICA
By_______________________________________
Name:
Title:
MUTUAL SERVICE LIFE INSURANCE COMPANY
By_______________________________________
Name:
Title:
LUTHERAN BROTHERHOOD
By_______________________________________
Name:
Title: