FIRST AMENDMENT TO TERM LOAN
AGREEMENT DATED AS OF MARCH 25, 1998
This First Amendment ("Amendment") is entered into as of
this 3rd day of May, 1999, for the purpose of amending that
certain Term Loan Agreement, dated as of March 28, 1998
(hereinafter the "Existing Agreement") to which National Consumer
Cooperative Bank, which also conducts business as National
Cooperative Bank (hereinafter the "Company"), Greenwich Funding
Corporation (hereinafter "GFC"), and Credit Suisse First Boston
(hereinafter "CSFB") are parties.
Recitals
The Company, GFC and CSFB are parties to the Existing
Agreement, pursuant to which the Company issued the Note in the
principal amount of $20,000,000. Capitalized terms used and not
defined herein have the meanings stated in the Existing
Agreement. The Company, by an Amendment No. 1 to Third Amended
and Restated Loan Agreement, dated as of May 27, 1998, amended
the Fleet Loan Agreement in certain respects, and the Company has
requested that the GFC and CSFB agree to amendments to the
Existing Agreement and to consider other amendments to make the
covenants in the Existing Agreement conform to the Fleet Loan
Agreement as amended from time to time. Each of GFC and CSFB is
agreeable to the Company's request, subject to the terms of this
Amendment.
NOW THEREFORE, upon the satisfaction of the conditions
precedent to the effectiveness of this Amendment set forth in
Section 3 hereof, and for good and valuable consideration the
receipt and adequacy of which are hereby acknowledged, the
parties hereto agree as follows:
1. The Recitals are incorporated by reference herein.
2. Amendments to the Existing Agreement.
A. Section 7.9 at page 25 of the Existing Agreement is
amended by deleting subsection (h) and changing "(i)" to "(h)".
B. Section 7.12 at page 25 of the Existing Agreement
is amended by deleting the period at the end, adding a semicolon,
and adding "provided that, 30 days after receipt by GFC and CSFB
of a written request from the Company for GFC and CSFB's consents
to deletion, replacement, amendment, supplementation or
modification (collectively "Modification") of a covenant in the
Existing Agreement to conform with a Modification in the Fleet
Loan Agreement, such Modification to the Existing Agreement will
become effective unless the Company within that 30- period
receives notice from GFC or CSFB that it objects to such
Modification.
C. Section 8.9 at page 29 of the Existing Agreement is
amended by deleting the period at the end of subsection (xviv),
adding a semicolon, and adding
"(xv) Equity Investments provided that (i) the
aggregate amount of such Equity Investments (on a cumulative
basis) does not exceed an amount equal to ten (10%) percent of
Consolidated Adjusted Net Worth as at any date of determination
hereof, after giving effect to any such Equity Investment, and
(ii) no single Equity Investment in any Person may be greater
than $2,000,000. For purposes hereof, Equity Investment(s) shall
mean the amount paid or committed to be paid in connection with
the acquisition of any stock (common or preferred) or other
equity securities of any Person or any obligation convertible
into or exchangeable for a right, option or warrant to acquire
such equity securities."
3. Effectiveness. The provisions of Section 1 of this
Amendment 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 of GFC and CSFB shall have
executed and delivered a counterpart of this Amendment;
(b) the Company shall have executed and delivered an
Officer's Certificate as to the absence of any Event of Default
under the Existing Agreement; and
(c ) the Company shall have paid in full all costs and
expenses, including without limitation fees and disbursements of
outside special counsel, if any, incurred by each of GFC and CSFB
in connection with review and implementation of this Amendment.
Upon the effectiveness of this Amendment on and after the date
hereof, each reference in the Existing Agreement to "this
Agreement", "hereunder", "herein" or words of like import, and
each reference in the Notes to the Existing Agreement, shall mean
and be a reference to the Existing Agreement as amended hereby.
4. Duplicate Originals; Execution in Counterpart. Two or
more duplicate originals of this Amendment 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 Amendment 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.
5. Limitation of Amendment. The terms of this Amendment
shall not operate as or constitute a waiver by GFC or CSFB of, or
otherwise prejudice, GFC's or CSFB's rights, remedies or powers
under the Existing Agreement or the Note or under applicable law.
Except as expressly provided herein,
(i) no other terms and provisions of the Existing Agreement
are modified or changed by this Amendment, and
(ii) 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.
6. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY,
AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS
OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their authorized officers as of the
date first above written.
NATIONAL CONSUMER COOPERATIVE BANK
s/William E. Seas III
BY: ______________________________
Name: William E. Seas, III
Title: Treasurer
GREENWICH FUNDING CORPORATION
By Credit Suisse First Boston, New York
Branch, its attorney-in-fact
s/Mary E. Connors s/Thomas Meier
BY:____________________________________
Name:Mary E. Connors Thomas Meier
Title: Vice President Vice President
CREDIT SUISSE FIRST BOSTON,
NEW YORK BRANCH
s/Jay Chall s/Andrea E. Shkane
By:_____________________________________
Name: Jay Chall Andrea e. Shkane
Title: Director Vice President