Exhibit 10.73






EXHIBIT 10.73




March 30, 2010




SunTrust Bank, as Administrative Agent

303 Peachtree Street

Atlanta, Georgia 30308




Re: Letter Amendment to Credit Agreement



Ladies and Gentlemen:




Reference is made to (i) that certain Credit Agreement dated as of May 1, 2006 (as amended,
restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”;
capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the
Credit Agreement), by and among National Consumer Cooperative Bank (the “Borrower”), the
Administrative Agent, PNC Bank, National Association and Wells Fargo Bank, N.A., Successor-By
Merger to Wachovia Bank, National Association, as co-syndication agents (“Syndication
Agents”), Calyon New York Branch and Union Bank of California, N.A., as co-documentation agents
(“Documentation Agents”), SunTrust Capital Markets, Inc., as lead arranger and book manager
(“Arranger”; Administrative Agent, Syndication Agents, Documentation Agents and the
Arranger are each an “Agent” and are, collectively, the “Agents”), and the lenders
party thereto from time to time (each a “Bank” and, collectively, the “Banks”),
(ii) that certain Order to Cease and Desist, effective as of March 15, 2010, issued by the Office
of Thrift Supervision (the “OTS”) to the Borrower in connection with the June 2009
examination completed by the OTS (the “Order”), and (iii) that certain Supervisory
Agreement, dated as of March 15, 2010, between NCB, FSB and the OTS (the “Supervisory
Agreement”).



The Borrower desires to amend the Credit Agreement and the Administrative Agent and the Banks
are willing to accommodate Borrower’s request on the terms set forth herein. The parties hereto
therefore agree as follows, such agreements to be effective as of February 23, 2010:



(a) Section 8.11 of the Credit Agreement is hereby amended and modified by deleting such
section in its entirety and inserting the following in lieu thereof:




“8.11 FDIC OR GOVERNMENTAL AUTHORITY RESTRICTIONS.




(a) Any Governmental Authority having regulatory authority over
the Borrower or any Subsidiary shall impose any Borrower- or
Subsidiary-specific restriction upon the payment of dividends from any
such Subsidiary to the Borrower (other than restrictions on the
payment of dividends solely to the extent imposed pursuant to the
Capital Purchase Program); provided, however, that such action shall
not be deemed an Event of Default so long as it
may be complied with without violating the other terms and
conditions of this Agreement or any other Loan Document; or


 


 









 






(b) Any Financial Institution Subsidiary shall cease for any
reason to be an insured bank under the Federal Deposit Insurance Act,
as amended; or




(c) The FDIC or any other federal or state regulatory authority
shall issue a cease and desist order or take other action of a
disciplinary or remedial nature against the Borrower or any Financial
Institution Subsidiary and such order or other action could reasonably
be expected to have a Material Adverse Effect or there shall occur
with respect to any Financial Institution Subsidiary any event that is
grounds for the required submission of a capital restoration plan
under 12 U.S.C. §1831o (e)(2) and the regulations thereunder; or




(d) The Borrower or any Financial Institution Subsidiary shall
enter into a written supervisory or similar agreement with any
Governmental Authority having regulatory authority over such Person
for any reason; provided, however, that the entry into such
supervisory or similar agreement shall not be deemed an Event of
Default so long as it may be complied with without violating the other
terms and conditions of this Agreement or any other Loan Document;
or,”



(b) The Banks hereby waive any Default or Event of Default that may have occurred under
Section 8.11 of the Credit Agreement as a result of the Order and/or the Supervisory Agreement,
copies of which are attached hereto as Exhibit A.



(c) This letter amendment (this “Letter Amendment”) is a Loan Document. This Letter
Amendment may be executed in any number of counterparts and by different parties on separate
counterparts. Each of such counterparts shall be deemed to be an original, and all of such
counterparts, taken together, shall constitute but one and the same agreement. Delivery of an
executed counterpart of this Letter Amendment by telefacsimile or other electronic transmission
shall be equally effective as delivery of a manually executed counterpart. This Letter Amendment
shall be binding upon and inure to the benefit of each of the parties hereto and each of their
respective successors and assigns.



(d) The execution, delivery, and performance of this Letter Amendment shall not operate as a
waiver of or, except as expressly set forth herein, as an amendment, of any right, power, or remedy
of any Agent or any Bank under the Credit Agreement or any other Loan Document.


 


 









 





(e) The modifications and agreements herein are limited to the specifics hereof, shall not
apply with respect to any facts or occurrences other than those on which the same are based, shall
not excuse future non-compliance with the Credit Agreement or any Loan
Document, and, except as expressly set forth herein, shall not operate as an amendment of any
other condition or any right, power or remedy of any Agent or any Bank, nor as a consent to any
further or other matter, under the Loan Documents.



(f) THE VALIDITY OF THIS LETTER AMENDMENT, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT
HEREOF, AND THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR
RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK.



[remained of page intentionally left blank]



 


 









 








IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized officers
or representatives to execute and deliver this Letter Amendment as of the day and year first
written above.



	 	 	 	 	 
	 	BORROWER:



NATIONAL CONSUMER COOPERATIVE BANK, as Borrower

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	ADMINISTRATIVE AGENT AND BANKS:




SUNTRUST BANK, as Administrative Agent and
 a Bank


 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	BANK OF AMERICA, N.A., as a Bank

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	PNC BANK, NATIONAL ASSOCIATION., as a Bank

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 


 


 









 






	 	 	 	 	 
	 	WELLS FARGO BANK, N.A., SUCCESSOR-
BY MERGER TO
WACHOVIA BANK, N.A., as a Bank

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CREDIT AGRICOLE CORPORATE AND INVESTMENT

 BANK NEW YORK BRANCH, as a Bank

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	UNION BANK, N.A., as a Bank

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	JPMORGAN CHASE BANK, N.A., as a Bank

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 


 


 









 






	 	 	 	 	 
	 	MANUFACTURERS AND TRADERS TRUST COMPANY,

 as a Bank

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as a Bank

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	COÖPERATIEVE CENTRALE RAIFFEISEN
 BOERENLEENBANK B.A.,
“RABOBANK
 INTERNATIONAL”, NEW YORK BRANCH, as a Bank

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	MIZUHO CORPORATE BANK (USA), as a Bank

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 


 


 









 






	 	 	 	 	 



	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, as a Bank

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	THE BANK OF NOVA SCOTIA, as a Bank

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	TAIPEI FUBON COMMERCIAL BANK, NEW YORK AGENCY,

 as a
Bank

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	FIRST COMMERCIAL BANK, LOS ANGELES BRANCH, as a Bank

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 


 


 









 







	 	 	 	 	 
	Acknowledged and agreed to

as of the date first written above:





NCB FINANCIAL CORPORATION

 	 
	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 


 


 









 






	 	 	 	 	 



EXHIBIT A




Order to Cease and Desist and Supervisory Agreement