exv10w50



 





Exhibit 10.50




AMENDMENT NO. 4 TO

FOURTH AMENDED AND RESTATED LOAN AGREEMENT




     AGREEMENT, made as of the 5th day of May, 2004, by and among:



     NATIONAL CONSUMER COOPERATIVE BANK, a corporation chartered by Act of
Congress of the United States which conducts business under the trade name
National Cooperative Bank (the “Borrower”);



     The Banks which have executed this Agreement (individually, a “Bank” and,
collectively, the “Banks”);



     FLEET NATIONAL BANK, as Administrative Agent for the Banks (in such
capacity, together with its successors in such capacity, the “Agent”); and



     SUNTRUST BANK, as Syndication Agent, WACHOVIA BANK, NATIONAL ASSOCIATION,
as Documentation Agent and BANC OF AMERICA SECURITIES, as Lead Arranger.



W I T N E S S E T H:




     WHEREAS:



     (A) The Borrower, the Agent and the banks signatory thereto (the “Existing
Banks”) entered into a certain Fourth Amended and Restated Loan Agreement dated
as of February 12, 2002, which was amended pursuant to (i) Amendment No. 1 to
Fourth Amended and Restated Loan Agreement dated as of February 10, 2003, (ii)
Amendment No. 2 to Fourth Amended and Restated Loan Agreement dated as of May
9, 2003 (“Amendment No. 2”), and (iii) Amendment No. 3 to Fourth Amended and
Restated Loan Agreement dated as of December 5, 2003 (as so amended, the
“Original Loan Agreement”; the Original Loan Agreement, as amended hereby, and
as it may hereafter be further amended, modified or supplemented, is
hereinafter referred as the “Loan Agreement”);



     (B) The Borrower wishes to amend the Original Loan Agreement to extend the
B Commitment Termination Date to May 7, 2008, and the Banks and the Agent are
willing to amend and supplement the Original Loan Agreement on the terms and
conditions hereinafter set forth;



     (C) Certain of the Banks desire to increase or decrease, as the case may
be, its respective B Commitment to the amount set forth opposite its name on
its signature page hereto and the Borrower desires to accept such changes in
the B Commitments; and



     (D) All capitalized terms used herein which are not otherwise defined
herein shall have the respective meanings ascribed thereto in the Original Loan
Agreement.



     NOW, THEREFORE, the parties hereto agree as follows:



 









 





     Article 1. Change in Commitments.



     Section 1.1 B Commitment. From and after the date hereof, for
purposes of the Loan Agreement, the B Commitment of each Bank shall be the
amount set forth opposite each Bank’s name on the signature pages hereto as the
same may be reduced pursuant to the terms of the Loan Agreement, and, with
respect to each Bank, such amount shall supersede and be deemed to amend the
amount of its B Commitment as set forth opposite its name on the signature
pages to Amendment No. 2.



     Section 1.2 Total Commitment. From and after the date hereof, for
purposes of the Loan Agreement, the Total Commitment of each Bank shall be the
sum of the A Commitment of each Bank set forth opposite its name on the
signature pages to Amendment No. 2 plus the amount of the B Commitment as set
forth opposite each Bank’s name on the signature pages hereto as the same may
be reduced pursuant to the terms of the Loan Agreement.



     Section 1.3 Adjustment of Outstanding B Loans. If any B Loans are
outstanding under the Original Loan Agreement on the date hereof, the Banks
shall on the date hereof, at the direction of the Agent, make appropriate
adjustments among themselves in order to insure that the amount (and type) of
the B Loans outstanding to the Borrower from each Bank under the Loan Agreement
(as of the date hereof) are proportionate to the amount of all of the B
Commitments, after giving effect to the reallocation of the B Commitments. The
Borrower agrees and consents to the terms of this Section 1.3.



     Article 2. Amendments to Original Loan Agreement, B Notes, Swing Line Note.



       Section 2.1 The Original Loan Agreement is hereby amended as follows:



          (a) The phrase “the amount set forth opposite such Bank’s name on the
signature pages hereto” appearing in the definition of the terms “A Commitment”
and “B Commitment” in Article 1 of the Original Loan Agreement shall be deemed
to refer to the amounts set forth opposite each Bank’s name on the signature
pages hereto.



          (b) The definition of “Applicable Margin” appearing in Article 1 is
amended by deleting the chart appearing therein and substituting therefor the
following chart:



	 	 	 	 	 
	“Category 1
	 	Percentage

	A3 or higher by Moody’s;
	 	 	.575	%
	A- or higher by S&P
	 	 	 	 







	 	 	 	 	 
	Category 2
	 	 	 	 
	Baa1 by Moody’s;
	 	 	.675	%
	BBB+ by S&P
	 	 	 	 







2









 






	 	 	 	 	 
	Category 3
	 	Percentage

	Baa2 by Moody’s
	 	 	.750	%
	BBB by S&P
	 	 	 	 







	 	 	 	 	 
	Category 4
	 	 	 	 
	Baa3 by Moody’s
	 	 	.950	%
	BBB- by S&P
	 	 	 	 







	 	 	 	 	 
	Category 5
	 	 	 	 
	Lower than Baa3 by Moody’s
	 	 	1.15	%
	Lower than BBB- by S&P
	 	 	 	 
	- or -
	 	 	 	 
	No Rating by S&P or Moody’s”
	 	 	 	 







          (c) The definition of “B Commitment Termination Date” appearing in Article
1 is amended by deleting the date “May 7, 2004” and substituting therefor the
date “May 7, 2008”.



          (d) The definition of “Facility Fee Percentage” appearing in Article 1 is
amended by deleting the chart appearing therein and substituting therefor the
following chart:



	 	 	 	 	 
	“Category 1
	 	Percentage

	A3 or higher by Moody’s;
	 	 	.175	%
	A- or higher by S&P
	 	 	 	 







	 	 	 	 	 
	Category 2
	 	 	 	 
	Baa1 by Moody’s;
	 	 	.200	%
	BBB+ by S&P
	 	 	 	 







	 	 	 	 	 
	Category 3
	 	 	 	 
	Baa2 by Moody’s
	 	 	.250	%
	BBB by S&P
	 	 	 	 







	 	 	 	 	 
	Category 4
	 	 	 	 
	Baa3 by Moody’s
	 	 	.300	%
	BBB- by S&P
	 	 	 	 







3









 






	 	 	 	 	 
	Category 5
	 	Percentage

	Lower than Baa3 by Moody’s
	 	 	.350	%
	Lower than BBB- by S&P
	 	 	 	 
	- or -
	 	 	 	 
	No Rating by S&P or Moody’s”
	 	 	 	 







                  (e) Section 2.4 is deleted in its entirety and there is substituted
therefor the following:



                           “Section 2.4 Fees.




                    (a) The Borrower shall pay to the Agent for the account of
each Bank a facility fee (the “Facility Fee”) on the amount of
each Bank’s A Commitment and B Commitment, as the case may be, for
the period from the date hereof (or, as applicable, from the
effective date specified in the Assignment and Acceptance pursuant
to which it became a Bank hereunder) to and including the earlier
of the date such Bank’s A Commitment or B Commitment, as
applicable, is terminated or the B Commitment Termination Date, at
the rate per annum equal to the Facility Fee Percentage from time
to time in effect. The accrued Facility Fee shall be payable on
the Quarterly Dates, and on the earlier of the date (i) the A
Commitments and/or the B Commitments, as applicable, are
terminated, or (ii) the B Commitment Termination Date.




                    (b) The Borrower agrees to pay to the Agent for the account
of each Bank, a utilization fee as follows: (i) for any day on
which the outstanding principal amount of all Loans shall be equal
to or greater than 33% of the Total Commitment but less than 66%
of the Total Commitment, the Borrower shall pay to the Agent for
the account of each Bank a utilization fee equal to .125% per
annum on the aggregate amount of each Bank’s outstanding Loans on
such day, and (ii) for any day on which the outstanding principal
amount of all Loans shall be equal to or greater than 66% of the
Total Commitment, the Borrower shall pay to the Agent for the
account of each Bank a utilization fee equal to 0.25% per annum on
the aggregate amount of each Bank’s outstanding Loans on such day.
Accrued utilization fees, if any, shall be payable in arrears on
the Quarterly Dates, on any date prior to the B Commitment
Termination Date on which a Bank’s Commitment terminates, and on
the B Commitment Termination Date; provided, that any
utilization fees accruing after the B Commitment Termination Date
shall be payable on demand.”



                  (f) Section 2.13 is deleted in its entirety and there is substituted
therefor the following:




                    “(a) The A Loans made by each Bank shall be evidenced by a
single promissory note of the Borrower (each, a “First Substituted
A Note” and, collectively, the “First Substituted A Notes”) in
substantially the form of Exhibit A-1 annexed to Amendment No. 2
to Fourth Amended and Restated Loan Agreement dated as of May 9,
2003 by and among the Borrower, the banks



4









 






signatory thereto and the Agent (“Amendment No. 2”). Each
First Substituted A Note shall be dated the date of Amendment No.
2, shall be payable to the order of such Bank in a principal
amount equal to such Bank’s A Commitment as in effect on the date
of Amendment No. 2 and shall otherwise be duly completed. All A
Loans made by each Bank hereunder and all payments and prepayments
made on account of the principal thereof, and all conversions of
such A Loans shall be recorded by such Bank on the schedule
attached to the relevant First Substituted A Note (provided that
any failure by such Bank to make any such endorsement shall not
affect the obligations of the Borrower hereunder or under such
First Substituted A Note in respect of such A Loans).




                    (b) The B Loans made by each Bank shall be evidenced by a
single promissory note of the Borrower (each, a “Second
Substituted B Note” and, collectively, the “Second Substituted B
Notes”) in substantially the form of Exhibit A-2 annexed to
Amendment No. 4 to Fourth Amended and Restated Loan Agreement
dated as of May 5, 2004 by and among the Borrower, the banks
signatory thereto and the Agent (“Amendment No. 4”). Each Second
Substituted B Note shall be dated the date of Amendment No. 4,
shall be payable to the order of such Bank in a principal amount
equal to such Bank’s B Commitment as in effect on the date of
Amendment No. 4 and shall otherwise be duly completed. All B Loans
made by each Bank hereunder and all payments and prepayments made
on account of the principal thereof, and all conversions of such B
Loans shall be recorded by such Bank on the schedule attached to
the relevant Second Substituted B Note (provided that any failure
by such Bank to make any such endorsement shall not affect the
obligations of the Borrower hereunder or under such Second
Substituted B Note in respect of such B Loans).




                    (c) The Swing Line Loans made by the Swing Line Lender shall
be evidenced by a single promissory note of the Borrower (the
“Second Substituted Swing Line Note”) substantially in the form of
Exhibit A-3 annexed to Amendment No. 4. The Second Substituted
Swing Line Note shall be dated the date of Amendment No. 4, shall
be payable to the order of the Swing Line Lender in a principal
amount equal to the Swing Line Loan Commitment and shall be
otherwise duly completed. All Swing Line Loans made by the Swing
Line Lender hereunder and all payments and prepayments on account
of the principal thereof shall be recorded by the Swing Line
Lender on the schedule attached to the Second Substituted Swing
Line Note (provided, that any failure by the Swing Line
Lender to make such endorsement shall not affect the obligations
of the Borrower hereunder or under the Second Substituted Swing
Line Note).”



     Section 2.2 In order to evidence the B Loans and the Swing Line Loan, as
amended hereby, the Borrower shall execute and deliver to each Bank, as the
case may be, simultaneously with the execution and delivery hereof, promissory
notes payable to the order of such Bank in substantially the form of Exhibits
A-2 and A-3 (in the case of the Swing Line Lender) annexed hereto (hereinafter
referred to individually as a “Second Substituted Note” and collectively as the
“Second Substituted Notes”). Each of the Banks shall, upon the execution and
delivery by the Borrower of its Second Substituted Note(s) as herein provided,
mark the First Substituted B



5









 




Note or First Substituted Swing Line Note, as the case may be, delivered
to it in connection with the Original Loan Agreement “Replaced by Second
Substituted Note” and return them to the Borrower.




     Section 2.3 (a) All references in the Original Loan Agreement or any other
Loan Document to the “Loan(s)”, the “B Note(s)”, the “Swing Line Note”, the
“Note(s)” and the “Loan Documents” shall be deemed to refer respectively, to
the Loan(s) as amended hereby, the Second Substituted B Note(s), the Second
Substituted Swing Line Note, the Second Substituted Note(s) together with the
First Substituted A Note(s) and the Loan Documents as defined in the Original
Loan Agreement together with, and as amended by, this Amendment No. 4, the
Second Substituted Notes and all agreements, documents and instruments
delivered pursuant thereto or in connection therewith.



                       (b) All references in the Original Loan Agreement and the other Loan
Documents to the “Loan Agreement”, and also in the case of the Original Loan
Agreement to “this Agreement”, shall be deemed to refer to the Original Loan
Agreement, as amended hereby.



     Section 2.4 The Original Loan Agreement and the other Loan Documents shall
each be deemed amended and supplemented hereby to the extent necessary, if any,
to give effect to the provisions of this Agreement.



     Article 3. Representations and Warranties.



     The Borrower hereby confirms, reaffirms and restates to each of the Banks
and the Agent all of the representations and warranties set forth in Article 3
of the Original Loan Agreement as if such representations and warranties were
made as of the date hereof, except for changes in the ordinary course of
business which, either singly or in the aggregate, are not materially adverse
to the business or financial condition of the Borrower.



     Article 4. Conditions to Effectiveness of this Agreement.



          This Amendment No. 4 to Fourth Amended and Restated Loan Agreement shall
become effective on the date of the fulfillment (to the satisfaction of the
Agent) of the following conditions precedent:



          (a) This Amendment No. 4 shall have been executed and delivered to the
Agent by a duly authorized representative of the Borrower, the Agent and each
Bank.



          (b) The Borrower shall have executed and delivered to each Bank its Second
Substituted B Note and with respect to the Swing Line Lender, the Second
Substituted Swing Line Note.



          (c) The Agent shall have received a Compliance Certificate from the
Borrower dated the date hereof and the matters certified therein, including,
without limitation, that after giving effect to the terms and conditions of
this Amendment No. 4, no Default or Event of Default shall exist, shall be
true.



6









 





          (d) Shea & Gardner, counsel to the Borrower, shall have delivered its
legal opinion to the Agent, in form and substance satisfactory to the Agent and
its counsel.



          (e) The Agent shall have received copies of the following:



                    (i) Copies of all corporate action taken by the Borrower to authorize the
execution, delivery and performance of this Amendment No. 4, the Second
Substituted Notes and the transactions contemplated hereby, certified by its
secretary;



                    (ii) A certificate from the secretary of the Borrower to the effect that
the By-laws of the Borrower delivered to the Agent pursuant to the Original
Loan Agreement have not been amended since the date of such delivery and that
such document is in full force and effect and is true and correct as of the
date hereof; and



                    (iii) An incumbency certificate (with specimen signatures) with respect to
the Borrower.



          (f) All legal matters incident hereto shall be satisfactory to the Agent
and its counsel.



     Article 5. Miscellaneous.



     Section 5.1 Article 10 of the Original Loan Agreement. The
miscellaneous provisions under Article 10 of the Original Loan Agreement,
together with the definition of all terms used therein, and all other sections
of the Original Loan Agreement to which Article 10 refers are hereby
incorporated by reference as if the provisions thereof were set forth in full
herein, except that (i) the terms “Loan Agreement”, “Note(s)” and “Loan”, shall
be deemed to refer, respectively, to the Original Loan Agreement, as amended
hereby, the Second Substituted Note(s) together with the First Substituted A
Notes and the Loans, as amended hereby; (ii) the term “this Agreement” shall be
deemed to refer to this Agreement; and (iii) the terms “hereunder” and “hereto”
shall be deemed to refer to this Agreement.



     Section 5.2 Continued Effectiveness. Except as amended hereby, the
Original Loan Agreement and the other Loan Documents are hereby ratified and
confirmed in all respects and shall remain in full force and effect in
accordance with their respective terms.



     Section 5.3 Counterparts. This Agreement may be executed by the
parties hereto in one or more counterparts, each of which shall be an original
and all of which shall constitute one and the same agreement.



7









 





     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed on the date first above written.



	 	 	 	 	 	 	 
	   	 	NATIONAL CONSUMER COOPERATIVE BANK,
	 	 	D/B/A NATIONAL COOPERATIVE BANK
	 
	 	 	 	 	 	 
	

	 	By:	 	 	 	 
	 	 	 	 	

	

	 	 	 	Name:
	 	Richard L. Reed
	

	 	 	 	Title:
	 	Managing Director, Chief Financial
	

	 	 	 	 	 	Officer and Treasurer







8









 






	 	 	 	 	 
	A Commitment	 	FLEET NATIONAL BANK,
	 	 	  as Administrative Agent and as a Bank,
	$22,500,000	 	  and as Swing Line Lender
	 
	 	 	 	 
	B Commitment

	 	By:	 	 
	

	 	 	 	

	

	 	 	 	Name: Robert T.P. Storer
	$22,500,000

	 	 	 	Title: Managing Director







Signature Page to Amendment No. 4 to Fourth Amended and Restated Loan Agreement among

National Consumer Cooperative Bank, the Banks party thereto

and Fleet National Bank, as Administrative Agent




 









 








	 	 	 	 	 	 	 	 	 	 	 	 	 
	A Commitment	 	CREDIT SUISSE FIRST BOSTON	 	 
	 	 	 Cayman Islands Branch	 	 
	$12,500,000
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	By:	 	 	 	 	 	 	 	 	 	 
	B Commitment

	 	 	 	

	

	 	 	 	Name:	 	 	 	 	 	 	 	 
	$12,500,000

	 	 	 	 	 	

	 

	 	 	 	Title:	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	

	 
	 	 	 	 	 	 	 	 	 	 	 	 
	

	 	By:	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	

	

	 	 	 	Name:	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	

	

	 	 	 	Title:	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	








Signature Page to Amendment No. 4 to Fourth Amended and Restated Loan Agreement among

National Consumer Cooperative Bank, the Banks party thereto

and Fleet National Bank, as Administrative Agent




 









 








	 	 	 	 	 	 	 	 	 	 	 	 	 
	A Commitment	 	COOPERATIEVE CENTRALE	 	 
	 	 	RAIFFEISEN-BOERENLEENBANK B.A.,	 	 
	$12,500,000	 	“Rabobank International”, New York Branch	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	B Commitment
	 	By:	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	

	$12,500,000

	 	 	 	Name:	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	

	

	 	 	 	Title:	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	

	 
	 	 	 	 	 	 	 	 	 	 	 	 
	

	 	By:	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	

	

	 	 	 	Name:	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	

	

	 	 	 	Title:	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	








Signature Page to Amendment No. 4 to Fourth Amended and Restated Loan Agreement among

National Consumer Cooperative Bank, the Banks party thereto

and Fleet National Bank, as Administrative Agent




 









 








	 	 	 	 	 	 	 	 	 	 	 	 	 
	A Commitment	 	PNC BANK, NATIONAL ASSOCIATION	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	$17,500,000
	 	By:	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	B Commitment

	 	 	 	

	 	 	 	 	Name:	 	 	 	 	 	 	 	 
	$20,000,000

	 	 	 	 	 	

	 

	 	 	 	Title:	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	








Signature Page to Amendment No.4 to Fourth Amended and Restated Loan Agreement among

National Consumer Cooperative Bank, the Banks party thereto

and Fleet National Bank, as Administrative Agent




 









 








	 	 	 	 	 	 	 	 	 	 	 	 	 
	A Commitment	 	WACHOVIA BANK, NATIONAL ASSOCIATION,	 	 
	 	 	    as Documentation Agent and as a Bank	 	 
	$20,000,000
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	By:	 	 	 	 	 	 	 	 	 	 
	B Commitment

	 	 	 	

	

	 	 	 	Name:	 	 	 	 	 	 	 	 
	$20,000,000

	 	 	 	 	 	

	 

	 	 	 	Title:	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	








Signature Page to Amendment No. 4 to Fourth Amended and Restated Loan Agreement among

National Consumer Cooperative Bank, the Banks party thereto

and Fleet National Bank, as Administrative Agent




 









 








	 	 	 	 	 	 	 	 	 	 	 	 	 
	A Commitment	 	M&T BANK	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	$12,500,000

	 	By:	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	

	

	 	 	 	Name:	 	 	 	 	 	 	 	 
	B Commitment

	 	 	 	Title:	 	 	 	 	 	 	 	 
	$17,500,000
	 	 	 	 	 	 	 	 	 	 	 	 







Signature Page to Amendment No. 4 to Fourth Amended and Restated Loan Agreement among

National Consumer Cooperative Bank, the Banks party thereto

and Fleet National Bank, as Administrative Agent





 









 








	 	 	 	 	 	 	 	 	 	 	 	 	 
	A Commitment	 	UNION BANK OF CALIFORNIA, N.A.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	$10,000,000

	 	By	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	

	B Commitment

	 	 	 	Name:	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	

	$15,000,000
	 	 	 	Title:	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	








Signature Page to Amendment No. 4 to Fourth Amended and Restated Loan Agreement among

National Consumer Cooperative Bank, the Banks party thereto

and Fleet National Bank, as Administrative Agent




 









 








	 	 	 	 	 	 	 	 	 	 	 	 	 
	A Commitment	 	SUNTRUST BANK, as Syndication Agent	 	 
	 	 	 and as a Bank	 	 
	$20,000,000

	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	 	 	 	 	 	 	 	 	 
	B Commitment

	 	 	 	

	 	 	 	 	Name:	 	 	 	 	 	 	 	 
	$22,500,000
	 	 	 	 	 	

	

	 	 	 	Title:	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	

	 
	 	 	 	 	 	 	 	 	 	 	 	 







Signature Page to Amendment No. 4 to Fourth Amended and Restated Loan Agreement among

National Consumer Cooperative Bank, the Banks party thereto

and Fleet National Bank, as Administrative Agent




 









 








	 	 	 	 	 	 	 	 	 	 	 	 	 
	A Commitment	 	ISRAEL DISCOUNT BANK OF NEW YORK	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	$5,000,000

	 	By:	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	

	B Commitment

	 	 	 	Name:	 	 	 	 	 	 	 	 
	

	 	 	 	Title:	 	 	 	 	 	 	 	 
	$2,500,000
	 	 	 	 	 	 	 	 	 	 	 	 
	

	 	By:	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	

	

	 	 	 	Name:	 	 	 	 	 	 	 	 
	

	 	 	 	Title:	 	 	 	 	 	 	 	 







Signature Page to Amendment No. 4 to Fourth Amended and Restated Loan Agreement among

National Consumer Cooperative Bank, the Banks party thereto

and Fleet National Bank, as Administrative Agent




 









 








	 	 	 	 	 	 	 	 	 	 	 	 	 
	A Commitment	 	CREDIT LYONNAIS NEW YORK BRANCH	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	$17,500,000
	 	 	 	 	 	 	 	 	 	 	 	 
	

	 	By:	 	 	 	 	 	 	 	 	 	 
	B Commitment

	 	 	 	

	 	 	 	 	Name:	 	 	 	 	 	 	 	 
	$20,000,000
	 	 	 	Title:	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 







Signature Page to Amendment No. 4 to Fourth Amended and Restated Loan Agreement among

National Consumer Cooperative Bank, the Banks party thereto

and Fleet National Bank, as Administrative Agent




 









 








	 	 	 	 	 	 	 	 	 	 	 	 	 
	A Commitment	 	KBC BANK N.V.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	$10,000,000
		By:	 	 	 	 	 	 	 	 	 	 
	

	 	 	

	B Commitment

	 	 	 	Name:	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	

	$10,000,000
	 	 	 	Title:	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 	 	 
	

	 	By:	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	

	

	 	 	 	Name:	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	

	

	 	 	 	Title:	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	








Signature Page to Amendment No. 4 to Fourth Amended and Restated Loan Agreement among

National Consumer Cooperative Bank, the Banks party thereto

and Fleet National Bank, as Administrative Agent




 









 








EXHIBITS



A-2   Form of Second Substituted B Note

A-3   Form of Second Substituted Swing Line Note




 









 








EXHIBIT A-2 TO AMENDMENT NO. 4

TO FOURTH AMENDED AND RESTATED LOAN AGREEMENT

BY AND AMONG

NATIONAL CONSUMER COOPERATIVE BANK

AND

CERTAIN BANKS NAMED THEREIN

AND

FLEET NATIONAL BANK, AS ADMINISTRATIVE AGENT FOR THE
BANKS


FORM OF SECOND SUBSTITUTED B NOTE




	 	 	 
	[B Commitment Amount]

	 	Due May 7, 2008







     FOR VALUE RECEIVED, NATIONAL CONSUMER COOPERATIVE BANK D/B/A NATIONAL
COOPERATIVE BANK (the “Borrower”), hereby promises to pay to the order of
[___] (the “Bank”) by payment to the Agent for the account of the
Bank the principal sum of [amount of B Commitment] ($____) Dollars (or
such lesser amount as shall equal the aggregate unpaid principal amount of the
B Loans made by the Bank under the Loan Agreement hereinafter defined, shown on
the schedule annexed hereto and any continuation thereof), in lawful money of
the United States of America and in immediately available funds on the date or
dates determined as provided in the Loan Agreement but in no event later than
May 7, 2008.



     The Borrower further promises to pay to the order of the Bank by payment
to the Agent for the account of the Bank interest on the unpaid principal
amount of each Loan from the date such Loan is made until paid in full, payable
at such rates and at such times as provided for in the Loan Agreement.



     The Bank has been authorized by the Borrower to record on the schedules
annexed to this B Note (or on any continuation thereof) the amount, type, due
date and interest rate of each B Loan made by the Bank under the Loan Agreement
and the amount of each payment or prepayment of principal and the amount of
each payment of interest of each such B Loan received by the Bank, it being
understood, however, that failure to make any such notation shall not affect
the rights of the Bank or the obligations of the Borrower hereunder or under
the Loan Agreement in respect of such Loans. Such notations shall be deemed
correct, absent manifest error.



     This B Note is one of the Notes referred to in the Fourth Amended and
Restated Loan Agreement dated as of February 12, 2002, as amended by (i)
Amendment No. 1 to Fourth Amended and Restated Loan Agreement dated as of
February 10, 2003, (ii) Amendment No. 2 to Fourth Amended and Restated Loan
Agreement dated as of May 9, 2003, (iii) Amendment No. 3 to Fourth Amended and
Restated Loan Agreement dated as of December 5, 2003, and (iv) Amendment No. 4
to Fourth Amended and Restated Loan Agreement dated as of May 5, 2004 (as so
amended, the “Loan Agreement”) among the Borrower, the Banks and Fleet National
Bank, as Administrative Agent for the Banks and evidences the B Loans made by
the Bank thereunder. This Second Substituted B Note supersedes and is given in
substitution for the First Substituted B Note dated May 9, 2003 made by the
Borrower to the order of the Bank in the original principal amount of
$   but does not constitute a novation, extinguishment or termination
of the obligations evidenced thereby.



 









 





     Capitalized terms used in this B Note have the respective meanings
assigned to them in the Loan Agreement.



     Upon the occurrence of an Event of Default under the Loan Agreement, the
principal hereof and accrued interest hereon shall become, or may be declared
to be, forthwith due and payable in the manner, upon the conditions and with
the effect provided in the Loan Agreement.



     The Borrower may at its option prepay all or any part of the principal of
this B Note before maturity upon and subject to the terms provided in the Loan
Agreement.



     The Borrower agrees to pay costs of collection and reasonable attorneys’
fees in case default occurs in the payment of this B Note.



     Presentment for payment, notice of dishonor, protest and notice of protest
are hereby waived.



     This B Note has been executed and delivered this 5th day of May, 2004 in
New York, New York, and shall be construed in accordance with and governed by
the internal laws of the State of New York.



	 	 	 	 	 	 	 
	   	 	NATIONAL CONSUMER COOPERATIVE BANK
	 	 	D/B/A NATIONAL COOPERATIVE BANK
	 
	 	 	 	 	 	 
	

	 	By:	 	 	 	 
	 	 	 	 	

	

	 	 	 	Title:	 	 







2









 







SCHEDULE TO SECOND SUBSTITUTED B NOTE

MADE BY NATIONAL CONSUMER COOPERATIVE BANK

IN FAVOR OF _____________________




     This Note evidences the Loans made under the within described Agreement,
in the principal amounts, of the types (Prime Rate Loans or LIBOR Loans) and on
the dates set forth below, subject to the payments or prepayments set forth
below:



	 	 	 	 	 	 	 
	 	 	Principal	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Amount	 	 	Due Date	 	 	Interest Rate	 	 	Amount of	 	 	Balance	 	 	Notation
	Date Made
	 	of Loan
	 	 	of Loan
	 	 	on Loan
	 	 	Payment
	 	 	Outstanding
	 	 	Made By






 









 








EXHIBIT A-3 TO AMENDMENT NO. 4

TO FOURTH AMENDED AND RESTATED LOAN AGREEMENT

BY AND AMONG

NATIONAL CONSUMER COOPERATIVE BANK

CERTAIN BANKS NAMED THEREIN

AND

FLEET NATIONAL BANK, AS ADMINISTRATIVE AGENT FOR THE
BANKS


FORM OF SECOND SUBSTITUTED SWING LINE NOTE




	 	 	 
	$20,000,000

	 	Due May 7, 2008







     FOR VALUE RECEIVED, NATIONAL CONSUMER COOPERATIVE BANK D/B/A NATIONAL
COOPERATIVE BANK (the “Borrower”), hereby promises to pay to the order of FLEET
NATIONAL BANK (the “Bank”) by payment to the Bank the principal sum of TWENTY
MILLION DOLLARS ($20,000,000) (or such lesser amount as shall equal the
aggregate unpaid principal amount of the Swing Line Loans made by the Bank
under the Loan Agreement hereinafter defined, shown on the schedule annexed
hereto and any continuation thereof), in lawful money of the United States of
America and in immediately available funds on the date or dates determined as
provided in the Loan Agreement but in no event later than May 7, 2008.



     The Borrower further promises to pay to the order of the Bank by payment
to the Bank interest on the unpaid principal amount of each Swing Line Loan
from the date such Swing Line Loan is made until paid in full, payable at such
rates and at such times as provided for in the Loan Agreement.



     The Bank has been authorized by the Borrower to record on the schedules
annexed to this Swing Line Note (or on any continuation thereof) the amount,
due date and interest rate of each Swing Line Loan made by the Bank under the
Loan Agreement and the amount of each payment of principal and the amount of
each payment of interest of each such Swing Line Loan received by the Bank, it
being understood, however, that failure to make any such notation shall not
affect the rights of the Bank or the obligations of the Borrower hereunder or
under the Loan Agreement in respect of such Swing Line Loans. Such notations
shall be deemed correct, absent manifest error.



     This Swing Line Note is the Swing Line Note referred to in the Fourth
Amended and Restated Loan Agreement dated as of February 12, 2002, as amended
by (i) Amendment No. 1 to Fourth Amended and Restated Loan Agreement dated as
of February 10, 2003, (ii) Amendment No. 2 to Fourth Amended and Restated Loan
Agreement dated as of May 9, 2003, (iii) Amendment No. 3 to Fourth Amended and
Restated Loan Agreement dated as of December 5, 2003, and (iv) Amendment No. 4
to Fourth Amended and Restated Loan Agreement dated as of May 5, 2004 (as so
amended, the “Loan Agreement”) among the Borrower, the Banks and Fleet National
Bank, as Administrative Agent for the Banks and evidences the Swing Line Loans
made by the Bank thereunder.



 









 





     Capitalized terms used in this Swing Line Note have the respective
meanings assigned to them in the Loan Agreement.



     Upon the occurrence of an Event of Default, under the Loan Agreement, the
principal hereof and accrued interest hereon shall become, or may be declared
to be, forthwith due and payable in the manner, upon the conditions and with
the effect provided in the Loan Agreement.



     The Borrower agrees to pay costs of collection and reasonable attorneys’
fees in case default occurs in the payment of this Swing Line Note.



     Presentment for payment, notice of dishonor, protest and notice of protest
are hereby waived.



     This Swing Line Note has been executed and delivered this 5th day of May,
2004 in New York, New York, and shall be construed in accordance with and
governed by the internal laws of the State of New York.



	 	 	 	 	 	 	 
	   	 	NATIONAL CONSUMER COOPERATIVE BANK
	 	 	D/B/A NATIONAL COOPERATIVE BANK
	 
	 	 	 	 	 	 
	

	 	By:	 	 	 	 
	 	 	 	 	

	

	 	 	 	Title:	 	 







2









 






SCHEDULE TO SECOND SUBSTITUTED SWING LINE NOTE

MADE BY NATIONAL CONSUMER COOPERATIVE BANK

IN FAVOR OF FLEET NATIONAL BANK




     This Swing Line Note evidences the Swing Line Loans made under the within
described Agreement, in the principal amounts, and on the dates set forth
below, subject to the payments set forth below:



	 	 	 	 	 	 	 
	 	 	Principal	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Amount	 	 	Due Date	 	 	Interest Rate	 	 	Amount of	 	 	Balance	 	 	Notation
	Date Made
	 	of Loan
	 	 	of Loan
	 	 	on Loan
	 	 	Payment
	 	 	Outstanding
	 	 	Made By