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, Lutheran Brotherhood, AUSA Life
Insurance Company, Inc., International Life Investors Insurance
Company and The Canada Life Assurance Company have entered into
those separate 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 16, 1994,
pursuant to which the Company sold:
(a) its 8.84% Senior Notes due March 31, 2000 (the
"Series A Notes"), in the aggregate principal amount of
Thirteen Million Dollars ($13,000,000);
(b) its 8.85% Senior Notes due March 31, 2000 (the
"Series B Notes"), in the aggregate principal amount of
Seven Million Dollars ($7,000,000); and
(c) its Senior Notes due March 31, 2000 (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 Twelve
Million Dollars ($12,000,000);
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 Company's 8.18%
Amended and Restated Series A Senior Notes Due June 24, 1997
and 8.32% Amended and Restated Series B Senior Notes Due
December 24, 1997, issued pursuant to those certain separate
Assumption Agreement and Amended and Restated Senior Note
Agreement, each dated as of December 1, 1993, by and among
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,
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:
AUSA LIFE INSURANCE COMPANY, INC., successor in interest
to International Life Investors Insurance Company
By_______________________________________
Name:
Title:
THE CANADA LIFE ASSURANCE 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 Lutheran Brotherhood (the
"Noteholder").
WHEREAS, the Company, Lutheran Brotherhood, AUSA Life
Insurance Company, Inc., International Life Investors Insurance
Company and The Canada Life Assurance Company have entered into
those separate 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 16, 1994,
pursuant to which the Company sold:
(a) its 8.84% Senior Notes due March 31, 2000 (the
"Series A Notes"), in the aggregate principal amount of
Thirteen Million Dollars ($13,000,000);
(b) its 8.85% Senior Notes due March 31, 2000 (the
"Series B Notes"), in the aggregate principal amount of
Seven Million Dollars ($7,000,000); and
(c) its Senior Notes due March 31, 2000 (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 Twelve
Million Dollars ($12,000,000);
WHEREAS, the undersigned Noteholder holds all of the Series
B Notes;
WHEREAS, the Company and the Noteholder 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 Company's 8.18%
Amended and Restated Series A Senior Notes Due June 24, 1997
and 8.32% Amended and Restated Series B Senior Notes Due
December 24, 1997, issued pursuant to those certain separate
Assumption Agreement and Amended and Restated Senior Note
Agreement, each dated as of December 1, 1993, by and among
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,
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 Noteholder) incurred on or prior
to the date hereof, directly or indirectly, by the
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 Noteholder of, or otherwise prejudice, the
Noteholder's 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:
LUTHERAN BROTHERHOOD
By_______________________________________
Name:
Title:
FIRST AMENDMENT AGREEMENT
FIRST AMENDMENT AGREEMENT (this "Agreement"), dated as of
December 5, 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, Lutheran Brotherhood, AUSA Life
Insurance Company, Inc., International Life Investors Insurance
Company and The Canada Life Assurance Company have entered into
those separate 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 16, 1994,
pursuant to which the Company sold:
(a) its 8.84% Senior Notes due March 31, 2000 (the
"Series A Notes"), in the aggregate principal amount of
Thirteen Million Dollars ($13,000,000);
(b) its 8.85% Senior Notes due March 31, 2000 (the
"Series B Notes"), in the aggregate principal amount of
Seven Million Dollars ($7,000,000); and
(c) its Senior Notes due March 31, 2000 (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 Twelve
Million Dollars ($12,000,000);
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 Company's 8.18%
Amended and Restated Series A Senior Notes Due June 24, 1997
and 8.32% Amended and Restated Series B Senior Notes Due
December 24, 1997, issued pursuant to those certain separate
Assumption Agreement and Amended and Restated Senior Note
Agreement, each dated as of December 1, 1993, by and among
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,
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:
AUSA LIFE INSURANCE COMPANY, INC.
By_______________________________________
Name:
Title:
PFL LIFE INSURANCE COMPANY
By_______________________________________
Name:
Title:
THE CANADA LIFE ASSURANCE COMPANY
By_______________________________________
Name:
Title:
CANADA LIFE INSURANCE COMPANY OF AMERICA
By_______________________________________
Name:
Title:
CANADA LIFE INSURANCE COMPANY OF NEW YORK
By_______________________________________
Name:
Title: