Exhibit 10.37


 


AMENDED AND RESTATED FINANCING AGREEMENT

BETWEEN THE

DEPARTMENT OF THE TREASURY

AND THE

NATIONAL CONSUMER COOPERATIVE BANK


 


This Amended and Restated Financing Agreement
(“Agreement”) is entered into as of November 26, 2003, by and between the
Department of the Treasury, an executive department of the United States
Government (“Treasury”), and the National Consumer Cooperative Bank (the
“Bank”), a corporation established by Public Law 95-351, as amended (the “Bank
Act”).


 


Preliminary Statement


 


The Bank was established under the Bank Act
as a federal instrumentality with funding provided by purchase of Class A Stock
by Treasury in the aggregate amount of $184,270,000.  By the 1981 amendments to the Bank Act, Public Law 97-35, Title
III, Subtitle C, the Bank was privatized and the Class A Stock was converted
into Class A Notes in the aggregate amount of $184,270,000, maturing as
provided in the Bank Act.  Following a
December, 1989, amendment to the Bank Act, Public Law 101-206, Treasury and the
Bank entered into a Financing Agreement dated December 21, 1989 (the
“Financing Agreement”), pursuant to which, among other things, Treasury
periodically has made advances of funds to the Bank from time to time,
evidenced by four Class A Notes having initial terms from issuance to maturity
of 91 days, three years, five years and ten years, respectively, and a “Final
Maturity Date” of October 31, 2020, each such Note having been reissued on
one or more maturities as a replacement Note for the same term as its initial
maturity, as provided in the Financing Agreement.


 

















 


The Bank Act provides in §116(a)(3)(C) that
the Bank “shall maintain a repayment schedule for class A notes which will
assure full repayment of all class A notes not later than December 31, 2020”,
but neither the Bank Act, the Financing Agreement or any other agreement
between Treasury and the Bank states in any detail the terms and conditions of
that obligation.  The parties by this
Agreement intend to establish in reasonable detail and with reasonable
certainty such terms and conditions, in order to remove any existing
uncertainties as to the Bank’s obligation to maintain a repayment schedule, to
improve the ability of the private capital markets on which the Bank relies for
funding to analyze the Class A Notes as part of the Bank’s capital structure,
and to provide such other agreements, terms and conditions as are stated
herein.


 


NOW, THEREFORE, Treasury and the Bank agree
that the Financing Agreement is hereby amended and restated as follows:


 


1.        Preliminary Statement.  The Preliminary Statement is incorporated by
reference herein.


 


2.        Treasury Commitment.  Pursuant to the Bank Act, Treasury hereby
agrees to lend to the Bank from time to time such funds as are from time to
time requested by the Bank (“Advances”), not exceeding in the aggregate
principal amount outstanding at any time the amount of $182,542,328.44, under
the following terms and conditions:


 


(a) 
Advances made under the Financing Agreement and evidenced by Class A
Notes outstanding on the date hereof shall remain subject to the terms of such
existing Class A Notes from the date hereof until the Bank makes a payment to
Treasury of $52,553,328.44, which shall be made as soon as practicable upon the
Bank’s causing the issuance of Trust Preferred Securities (as defined in
Appendix B hereto), as provided in Section 8 hereof (such payment being
the “Refinancing Repayment”). 
The 91-day Class A Note issued October 1, 2003


 


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and maturing January 1, 2004, shall be reissued at the then
Applicable Treasury Rate, as defined in Section 3(b) hereof, unless the
Refinancing Repayment has been made on January 1, 2004.


 


(b) 
Upon the making of the Refinancing Repayment, the then-existing Class A
Notes will be refinanced within 10 days (each reference in Sections 2, 3 and 4
to “days” shall be construed as calendar days rather than business days) by the
issuance of new Class A Notes (such new Class A Notes, or any other Class A
Notes issued or reissued in replacement therefor as hereinafter provided,
referred to as “Refinanced Class A Notes”) with differing principal amounts and
terms to maturity as follows, each Refinanced Class A Note to be in the form
attached hereto as Appendix A, without the payment of any prepayment premium or
price stated in the existing Class A Notes, which premium or price is waived by
Treasury as a result of the good and sufficient consideration furnished herein
and hereunder.


 


	
  Term/Tranche

  	
   

  	
  Principal Amount at Refinance Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  91-day

  	
   

  	
  $

  	
  41,810,165.45

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2-Year

  	
   

  	
  20,717,944.05

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  3-Year

  	
   

  	
  27,564,085.50

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  7-Year

  	
   

  	
  32,846,805.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  10-Year

  	
   

  	
  6,050,000.00

  	
   

  
					



 


The Bank shall repay in full the outstanding principal amount of the
Refinanced Class A Notes on their respective maturity dates; provided, however,
that the Bank may, concurrently with the repayment of the outstanding principal
of the Refinanced Class A Notes, reborrow all or any portion of the principal
amount of the Refinanced Class A Notes by delivering to Treasury, in
replacement for maturing Refinanced Class A Notes, reissued Refinanced Class A
Notes having the same term, the principal amount of which shall be for an
amount no greater than the principal


 


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amount provided for therein, in which event Treasury shall make a new
loan to the Bank in the amount specified in the respective reissued Refinanced
Class A Notes.


 


(c) 
Upon the making of each of the Refinancing Repayment, each Scheduled Annual
Repayment, as provided in Schedule I attached hereto, and each Scheduled
Periodic Repayment, as provided in Schedule I attached hereto, each
Security Issuance Repayment, as defined in Section 4(b) hereof, and each
Other Non-Scheduled Repayment as described in Section 5 hereof, the
Treasury commitment amount of $182,542,328.44 shall decrease by the amount of
each such repayment, and the Bank shall not be entitled to reborrow any such
amount previously repaid; and


 


(d) 
all Advances made under this Agreement, together with any accrued and
unpaid interest, shall be paid in full no later than October 31, 2020.


 


3.        Interest.  The interest rate payable by the Bank upon Advances made
hereunder shall be as follows:


 


(a) 
The interest rate under the Class A Notes as identified in
Section 2(a) hereto shall be as stated in such Notes.


 


(b) 
Except as provided in Sections 3(d), (e) and (f) hereof, each of the
Refinanced Class A Notes, including each reissuance thereof, shall bear
interest at a rate per annum equal to the average yield, as of the date of
issuance and each reissuance of a Refinanced Class A Note, on outstanding
marketable obligations of the United States having a term comparable to that of
the Refinanced Class A Note being issued or reissued, as determined by the
Secretary of the Treasury pursuant to Section 104(c) of the Bank Act (the
“Applicable Treasury Rate”), plus 100 basis points (collectively with the
Applicable Treasury Rate, the “Contract Interest Rate”).


 


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(c)  If, at the time of the reissuance of
Refinanced Class A Notes in replacement for maturing Refinanced Class A Notes
having the same term (referred to as reissuance of maturing Refinanced Class A
Notes), and after giving effect to any concurrent repayment made by the Bank to
Treasury, the aggregate principal balance of the Refinanced Class A Notes is at
or below the principal balance for the Refinanced Class A Notes as scheduled
for such date in Schedule I under the heading “Ending Principal Balance”
(each reference to “Schedule I” being intended to refer to such
Schedule as adjusted downward by the repayments referenced in
Section 2(c) hereof), then the Refinanced Class A Note being reissued
shall bear interest at the Contract Interest Rate, as provided in
Section 3(b) hereof.


 


(d)  If, at the time of the reissuance of
maturing Refinanced Class A Notes, the aggregate principal balance of the
Refinanced Class A Notes is above the principal balance for the Refinanced
Class A Notes as scheduled for such date in Schedule I under the heading
“Ending Principal Balance” (the amount by which the aggregate principal balance
of the Refinanced Class A Notes is above the principal balance for such Notes
as scheduled for such date in Schedule I being a “shortfall”), then the
maturing Refinanced Class A Note being reissued (including those that would be
maturing within the five day cure period identified in Section (d)(i))
shall bear a rate of interest equal to 700 basis points in excess of the then Applicable
Treasury Rate (the “Late Pay Interest Rate”) subject to the following:


 


(i) 
The Bank shall have five days from the reissuance date to make a payment
so as to cause the aggregate principal balance of the Refinanced Class A Notes
to be at or below the principal for the Refinanced Class A Notes as scheduled
for such date in Schedule I under the heading “Ending Principal Balance”
(making such payment being referred to as curing a shortfall), and upon the
timely curing of any shortfall in the principal balance, the maturing


 


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Refinanced Class A Note being reissued shall, beginning on the
reissuance date, bear interest at the Contract Interest Rate.


 


(ii) 
In the event that the Bank does not cure the shortfall within the five
day cure period, then the maturing Refinanced Class A Note being reissued shall
bear interest at (1) the Contract Interest Rate, for the period between the
reissuance date and the last day of the five day cure period; and (2) the Late
Pay Interest Rate for the period beginning on the first day after the end of
the five day cure period.


 


(iii) 
In the event that the Bank cures any shortfall after the five day cure
period, then the maturing Refinanced Class A Note being reissued shall bear interest
at (1) the Contract Interest Rate, for the period between the reissuance date
and the last day of the five day cure period; (2) the Late Pay Interest Rate,
for the period between the first day after the end of the five day cure period
and the day that the Bank cures any shortfall; and (3) the Contract Interest
Rate, for the period between the day after the Bank cures any shortfall and the
maturity date of the Refinanced Class A Note being reissued.


 


(iv) 
In the event that there is a shortfall in the principal balance on the
reissuance date which continues through the next reissuance date for the same
term Refinanced Class A Note, the five day cure period shall not apply to such
next reissuance, and the maturing Refinanced Class A Note being reissued shall
immediately bear interest at the Late Pay Interest Rate.


 


(e) 
If, at the time of the reissuance of maturing Refinanced Class A Notes,
and after giving effect to any concurrent repayment made by the Bank to
Treasury, the aggregate principal balance of the Refinanced Class A Notes is
above the principal balance for the Refinanced Class A Notes as scheduled for
such date in Schedule I hereto under the heading


 


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“Ending Principal Balance”, then the Refinanced Class A Notes not
maturing (excluding those that would be maturing within the five day cure
period set forth in Section 3(d)(i) above) shall bear an increased rate as
follows:


 


(i) 
In the event that the Bank does not cure any shortfall in the principal
balance after the five day cure period for the maturing Refinanced Class A Note
being reissued, the interest rate on each of the Refinanced Class A Notes not
maturing shall increase by 100 basis points, for the period between the first
day after the end of the five day cure period for the maturing Refinanced Class
A Note being reissued and the next 175 days (each of the successive increased
rates provided in (i) through (vi) being a “Modified Late Pay Interest Rate”).


 


(ii) 
In the event that the Bank does not cure any shortfall in the principal
balance within 180 days after the maturing Refinanced Class A Note reissuance
date, the interest rate on each of the Refinanced Class A Notes not maturing
shall increase by an additional 100 basis points for the period between 181 and
360 days after the maturing Refinanced Class A Note reissuance date.


 


(iii) 
In the event that the Bank does not cure any shortfall in the principal
balance within 360 days after the maturing Refinanced Class A Note reissuance
date, the interest rate on each of the Refinanced Class A Notes not maturing
shall increase by an additional 100 basis points for the period between 361 and
540 days after the maturing Refinanced Class A Note reissuance date.


 


(iv) 
In the event that the Bank does not cure any shortfall in the principal
balance within 540 days after the maturing Refinanced Class A Note reissuance
date, the interest rate on each of the Refinanced Class A Notes not maturing
shall increase by an additional 100


 


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basis points, for the period between 541 and 720 days after the
maturing Refinanced Class A Note reissuance date.


 


(v) 
In the event that the Bank does not cure any shortfall in the principal
balance within 720 days after the maturing Refinanced Class A Note reissuance
date, the interest rate on each of the Refinanced Class A Notes not maturing
shall increase by an additional 100 basis points for the period between 721 and
900 days after the maturing Refinanced Class A Note reissuance date.


 


(vi) 
In the event that the Bank does not cure any shortfall in the principal
balance within 900 days after the maturing Refinanced Class A Note reissuance
date, the interest rate on each of the Refinanced Class A Notes not maturing
shall increase by an additional 100 basis points to the Late Pay Interest Rate,
for the period after 900 days after the maturing Refinanced Class A Note
reissuance date.


 


(vii) In the event that the Bank cures any
shortfall in the principal balance after the five day cure period for the
maturing Refinanced Class A Note being reissued, the increase in the interest
rates set forth above for the Refinanced Class A Notes not maturing shall
terminate on the first day after the Bank cures any shortfall, upon which day the
interest rate shall revert to the Contract Interest Rate.


 


(viii) 
For purposes of this Section 3(e), with respect to any “Refinanced
Class A Note not maturing” to which reference is made in Sections 3(e)(i)
through (viii), when such Note does mature and in the event that the Bank has
not cured any shortfall in the principal balance, such Note shall be reissued
upon its maturity at the Late Pay Interest Rate.  By way of example, a Refinanced Class A Note that had been
subject to increases pursuant to Section 3(e)(i)


 


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and (ii) and that matured on the 361st day after the
“maturing Refinanced Class A Note reissuance date” would be reissued at the
then Applicable Treasury Rate plus 700 basis points.


 


(f)  The
Bank shall have five days to cure any failure to timely make any interest
payment required under this Agreement or any Refinanced Class A Note or Notes,
and, in the event that the Bank fails to cure the interest shortfall within
such five day cure period, then (1) interest shall accrue on the interest
payment shortfall at the Late Pay Interest Rate beginning on the first day
after the expiration of the cure period and ending on the first day after such
interest payment shortfall is cured; and (2) the interest rate applicable to
the Refinanced Class A Note or Notes upon which the interest payment shortfall
was not so cured shall increase to the Late Pay Interest Rate beginning on the
first day after the expiration of the cure period and ending on the first day
after both such interest payment shortfall is cured, and the interest on the
interest shortfall is paid to Treasury.


 


4.        (a)  Scheduled Repayments.  Schedule I attached hereto identifies
scheduled repayments that the Bank is to make to Treasury pursuant to this
Agreement, including a $1,000,000 repayment to be made December 31, 2003,
the Refinancing Repayment in the amount of $52,553,328.44 to be made as soon as
practicable (as provided in section 8), the Scheduled 2010 Repayment, as
provided in Schedule I under the heading “Scheduled Periodic Repayment”,
to be made on December 31, 2010, in the amount of $23,989,000, or such
other amount as is required to reduce the aggregate principal balance of the
Refinanced Class A Notes to $90,000,000 as of December 31, 2010, the
Scheduled 2020 Repayment, as provided in Schedule I under the heading
“Scheduled Periodic Repayment”, to be made on October 31, 2020, in the
amount of $22,102,615.45, and the Scheduled Annual Repayments as identified on
Schedule I.


 


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(b)  Non-Scheduled
Security Issuance Repayment.  Upon
the issuance by the Bank of any equity security (including warrants, options,
hybrid equity securities, and preferred stock) and any debt security that by its
terms is subordinate to the Refinanced Class A Notes (including any Junior
Subordinated Debt, as defined in Appendix B hereto, associated with Trust
Preferred Securities and excluding the securities the proceeds of which will be
used for the Refinancing Repayment and any securities all of the net proceeds
of which are used for the Scheduled 2010 Repayment), the Bank shall, within 10
days of such issuance, apply at least 25 percent of the net proceeds of
issuance of any such securities (collectively “Repayment Securities”) to
repayment of the Refinanced Class A Notes (each a “Security Issuance
Repayment”); provided that no Security Issuance Repayment shall require payment
of any prepayment premium or price stated in the Refinanced Class A Notes,
either at the time of making such Security Issuance Repayment or subsequently
as a result of the application of the Security Issuance Repayment amount to the
balances under the Refinanced Class A Notes outstanding at the time of such
application.  Class B and C stock, as
authorized in the Bank Act, shall become Repayment Securities upon enactment of
an amendment to the Bank Act to reduce the amount of proceeds required to be
used to repay Refinanced Class A Notes from 100 to 25 percent.  Upon the issuance by any subsidiary (as
defined in subsection (f)) of the Bank of any Repayment Securities or
Trust Preferred Securities (collectively “Subsidiary Repayment Securities”),
the Bank shall use its best efforts to cause at least 25 percent of the net
proceeds of any such issuance to be dividended or otherwise transferred to the
Bank to be used for a Security Issuance Repayment within 10 days of such
issuance.  If such transfer of proceeds
is not effected, the Bank shall in any event make a Security Issuance
Repayment; provided that no Security Issuance Repayment shall be required if
such Repayment would cause a default by


 


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the Bank under any financial covenant contained in any agreement or
instrument binding upon the Bank or result in a material adverse change in the
financial condition or results of operations of the Bank.  In the event that such Security Issuance
Repayment is not made for any reason within 10 days of issuance of either
Repayment Securities by the Bank or Subsidiary Repayment Securities by a
subsidiary of the Bank, then interest shall accrue on the amount of such
Security Issuance Repayment at a rate equal to the dollar weighted average
Applicable Treasury Rate of all the Refinanced Class A Notes at the time
outstanding (“Dollar Weighted Average Applicable Treasury Rate”) plus:


 


(i) 
300 basis points, for the period between the first day after the
expiration of the 10 day payment period and the next 170 days (each of the
successive increased rates to the Dollar Weighted Average Applicable Treasury
Rate provided in (i) through (iii) being “the Late Pay Non-Scheduled Security
Issuance Repayment Rate”),


 


(ii) 
In the event that the Bank does not make the Security Issuance Repayment
within 180 days after the issuance of either Repayment Securities or Subsidiary
Repayment Securities, the Late Pay Non-Scheduled Security Issuance Repayment
Rate shall increase by an additional 200 basis points for the period between
181 days and 360 days after the issuance of the Repayment Securities or the
Subsidiary Repayment Securities, as the case may be.


 


(iii) 
In the event that the Bank does not make the Security Issuance Repayment
within 360 days after the issuance of either Repayment Securities, or
Subsidiary Repayment Securities, the Late Pay Non-Scheduled Security Issuance
Repayment Rate shall increase by an additional 200 basis points for the period
after 360 days.


 


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(iv) In the event that the Bank makes the
Security Issuance Repayment after the 10 day payment period, the accrual of
interest at the Late Pay Non-Scheduled Security Issuance Repayment Rate shall
terminate on the first day after the Bank makes the Security Issuance
Repayment.


 


(v) Interest shall be payable semiannually on
the same dates that the Bank pays interest on the outstanding principal amount
of the Refinanced Class A Notes.


 


(c)  Repayments resulting from issuance of
Repayment Securities and Subsidiary Repayment Securities shall be applied by
the Bank in a manner determined by it in good faith to avoid or minimize
disrupting hedging transactions with respect to Refinanced Class A Notes.  Scheduled Annual Repayments and the
Scheduled 2010 Repayment as provided in Schedule I shall be applied
consistent with the Bank’s tranching plan for the Refinanced Class A Notes as
described in Appendix C.  The Bank shall
notify Treasury of the Bank’s application of the repayments at the time it
makes such repayments.


 


(d)  The principal amounts specified in
Schedule I under the heading “Ending Principal Balance”  shall be adjusted downward to reflect
repayments resulting from issuance of Repayment Securities and Subsidiary
Repayment Securities, each such adjustment to be applied in inverse order
beginning with the principal amounts under the heading “Ending Principal
Balance” that are the latest in time.


 


(e)  The amounts specified in Schedule I
under the headings “Scheduled Annual Repayment” and “Scheduled Periodic
Repayment” shall be adjusted downward to reflect repayments resulting from
issuance of Repayment Securities and Subsidiary Repayment Securities, each such
adjustment to be applied in inverse order beginning with the Scheduled 2020
Repayment and the Scheduled Annual Repayment that is the latest in time.


 


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(f) The term “subsidiary”
shall mean any company (which includes any bank, corporation, general or
limited partnership, association or similar organization, business trust, or
any other trust) which the Bank:


 


(i) directly or indirectly
or acting through one or more other individuals or companies owns, controls, or
has power to vote more than 50 percent of the voting shares of the company;


 


(ii) controls in any manner
the election of a majority of the directors, trustees, or general partners (or
individuals exercising similar functions) of the company; or


 


(iii) directly or indirectly
exercises a controlling influence over the management or policies of the
company to the extent that the company could not issue Subsidiary Repayment
Securities over the objection of the Bank;


 


provided, however, that, so long as it
remains a nonprofit corporation in which the Bank has no ownership interest,
NCB Development Corporation shall not be included in the definition of
“subsidiary”.


 


5.        Other Non-Scheduled Repayments. 
(a)  Other Non-Scheduled
Repayments shall be those repayments to Treasury that are not provided for in
Schedule I.  Examples include a
decision by the Bank in its sole discretion to repay additional amounts from net
income or from the issuance of additional Senior Indebtedness, as defined in
Appendix B.


 


(b)  Other Non-Scheduled Repayments shall be
applied by the Bank in a manner determined by it in good faith to avoid or
minimize incurring prepayment premiums or disrupting hedging transactions with
respect to Refinanced Class A Notes. 
The Bank shall notify


 


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Treasury of the Bank’s application of Other
Non-Scheduled Repayments at the time it makes such Repayments.


 


(c)  For purposes of Section 3, the
principal amounts specified in Schedule I under the heading “Ending
Principal Balance” shall not be adjusted downward to reflect Other
Non-Scheduled Repayments.


 


6.        Conditions Precedent.  (a) 
The effectiveness of this Agreement with respect to the Bank is subject
to the condition precedent that the Bank obtains the necessary consents of
holders of Senior Notes issued by the Bank and of the banks party to that
certain Fourth Amended and Restated Loan Agreement dated February 12,
2002, as amended, by and among the Bank, Fleet National Bank as Administrative
Agent, and the banks signatory thereto. 
The Bank agrees to use its best efforts to obtain such necessary
consents at the earliest practicable date.


 


(b)  The effectiveness of this Agreement with
respect to Treasury, including the Treasury commitment, is subject to
Treasury’s receipt of an opinion of the General Counsel of the Bank to the
effect that this Agreement has been duly authorized and executed on behalf of
the Bank and that, assuming due execution and delivery of this Agreement by
Treasury, this Agreement and the Refinanced Class A Notes issued hereunder are
valid and binding obligations of the Bank, enforceable in accordance with their
respective terms, subject to general principles of equity and as such
enforcement may be limited by applicable bankruptcy, fraudulent conveyance and
other similar laws affecting creditors rights generally.


 


(c)  Prior to the fulfillment of the conditions
precedent, the Financing Agreement shall remain in full force and effect.


 


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7.        Representations.  Each of Treasury and the Bank represents to
the other that this Agreement has been duly executed and delivered, that such
execution and delivery will not violate any provision of law or regulation or
order applicable to either, and that, subject to Section 6 hereof, this
Agreement will constitute a valid and legally binding obligation of each.


 


8.        Securities Relating to the Refinancing Repayment.  The
Refinancing Repayment is to be made using proceeds of a securities issuance by
the Bank or a related Trust, as defined in Appendix B hereto, and the Bank
agrees to use its best efforts to cause the issuance of such securities at the
earliest practicable date and to make the Refinancing Repayment at the earliest
practicable date thereafter.  If the
securities comprise Trust Preferred Securities, the Junior Subordinated Debt
and guarantees of the Bank associated with such Trust Preferred Securities
shall be issued so as to constitute “Indebtedness Ranking Junior to the
Securities,” as defined in Appendix B hereto. 
The parties agree that, because of the nature of Trust Preferred
Securities, neither Trust Preferred Securities nor the Junior Subordinated Debt
nor guarantees of the Bank (whether issued in connection with the Refinancing
Repayment or otherwise) associated therewith shall constitute a “class of
stock” of the Bank within the meaning of Section 104 of the Bank Act.


 


9.        Payments to Treasury.  Payments to Treasury shall be to Treasury in
federal or other immediately available funds by wire transfer to the Federal
Reserve Bank of New York, for credit as provided in Schedule II.


 


10.       Subordination.  The Refinanced Class A Notes shall be subordinated
to all Senior Indebtedness, as defined in Appendix B hereto, to the extent and
in the manner set forth in Appendix B hereto.


 


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11.       Bank Act Amendments.  Treasury agrees that it will use reasonable
efforts to cooperate with the Bank in causing the enactment of amendments to
the Bank Act that the Bank determines to be (a) necessary or appropriate to
reflect its privatization in the 1981 Amendments but not included in such
Amendments or (b) beneficial to the Bank’s operations, including without
limitation the amendment to which reference is made in Section 4(b)
hereof, provided that Treasury has no reasonable basis to oppose or disagree
with such amendments.


 


12.       Indemnification.  The Bank shall indemnify, save, and hold
Treasury harmless at all times during the term of and after termination of this
Agreement, except with respect to the negligence, gross negligence or willful
misconduct of Treasury, for:


 


(a)  Any and all claims, liabilities, charges and
suits by or damages and payments to third parties that may hereinafter arise
out of Treasury’s performance under this Agreement;


 


(b)  Any and all claims, liabilities, charges and
suits by or  damages or payments to
third parties that may arise out of the Bank’s performance under this Agreement
in which Treasury is joined as a party sought to be held liable; and


 


(c)  Any and all liabilities, damages, or
deficiencies resulting from any misrepresentation, breach of warranty, or
breach of any agreement on the part of the Bank with respect to this Agreement.


 


The provisions of this
section shall survive termination of this Agreement for any act,
occurrence, or omission occurring or alleged to have occurred during the
effective period of this Agreement.


 


13.       Termination.  This Agreement may upon written notice be
terminated by either party if the Bank does not pay to Treasury the Refinancing
Repayment by February 29, 2004;


 


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provided, however, that the Bank’s obligation
under this Agreement to make a Scheduled Annual Payment to Treasury of
$1,000,000 on December 31, 2003, shall remain in effect.


 


Upon such termination, the Financing
Agreement, dated December 21, 1989, shall have full force and effect.


 


14.       Governing Law.  This Agreement shall be governed by,
construed and enforced in accordance with Federal law and, to the extent not
inconsistent therewith, the internal laws of the District of Columbia.


 


15.       Severability.  If any provision of this Agreement shall be
found by a court with proper jurisdiction to be invalid or unenforceable, in
whole or in part, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.


 


16.       Waiver.  Failure to exercise, or delay by Treasury in
exercising, any right or power under this Agreement will not impair such right
or power or be construed to be a waiver of any default or an acquiescence
therein, and any single or partial exercise of any such right or power will not
preclude other or further exercise thereof or the exercise of any other right,
and any waiver will not be valid unless in writing and signed by an authorized
representative of Treasury and then only to the extent specified.


 


17.       Notices.  Any certifications, deliveries notices,
consents, or approvals required or permitted by this Agreement shall be deemed
given if delivered in person or by telex or facsimile as follows, unless such
address is changed by written notice hereunder:


 


If to Treasury:


 


U.S. Department of the
Treasury


Main Treasury Building


1500 Pennsylvania Avenue,
N.W.


Washington, D.C.   20220


Attn:  Office of the Deputy Assistant Secretary
(Government Financial Policy)


Copy to:  Assistant General Counsel (Banking and
Finance)


Telephone No.: (202)
622-1988


 


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If to the Bank:


 


National Consumer
Cooperative Bank


1725 Eye Street, N.W.


Suite 600


Washington, D.C.  20006


Attn:  Chief Financial Officer


(202) 336-7661


Copy
to:      Shea & Gardner


Attention:  Martin J. Flynn, Esq.


1800 Massachusetts Ave.,
N.W.


Suite 800


Washington, D.C.  20036


Telephone No:  (202) 828-2080


 


18.       Headings; Interpretation.  The headings of any paragraph
of this Agreement are for convenience only and shall not be used to interpret
any provision of this Agreement. Use of the singular shall include the plural,
and vice versa, whenever appropriate, the conjunctive shall include the
disjunctive, and vice versa, whenever so appropriate, and masculine, feminine,
and neuter pronouns shall be considered interchangeable.  Specification of any section or
subsection herein shall be deemed to include specification of any exhibit
or appendix referred to therein.  Each
party to this Agreement has participated in its drafting, and this Agreement
shall be interpreted without reference to any rule of construction providing
for interpretation of documents against the Persons drafting them.


 


19.       Signatories.  Each individual signatory hereto represents
and warrants that he or she is duly authorized to execute this Agreement on
behalf of his or her principal and that he or she executed the Agreement in
such capacity.


 


18

















 


20.       Successors and Assigns.  All the terms of this Agreement shall be
binding upon, and inure to the benefit of, and be enforceable by, the
successors and assigns of the parties hereto.


 


21.       Counterparts.  This Agreement may be executed in any number
of counterparts, each of which shall be considered as an original, but all of
which shall together constitute one Agreement.


 


IN WITNESS WHEREOF, the
parties hereto have executed or caused to be executed, this Agreement, as of
the date first written above.


 


 


	
   

  	
  Department of the Treasury

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BY:

  	
   

  	
   

  
	
   

  	
   

  	
  Roger E. Kodat

  
	
   

  	
   

  	
  Deputy Assistant Secretary

  
	
   

  	
   

  	
  (Government Financial
  Policy)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  National Consumer
  Cooperative Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BY:

  	
   

  	
   

  
	
   

  	
   

  	
  Richard L. Reed

  
	
   

  	
   

  	
  Managing Director, Chief

  
	
   

  	
   

  	
  Financial Officer and
  Treasurer

  



 


19

















 


APPENDIX
A


 


NOTE NO.         


 


CLASS A NOTE


 




	
  [Agreement §2(b) amount]

  	
   

  	
  Date:
                       
  , 20    

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Final Maturity Date:

  	
   

  	
   

  	
   

  
	
  October 31, 2020

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Maturity Date:

  	
   

  	
   

  	
   

  
	
  [Agreement §2(b) term]

  	
   

  	
   

  	
   

  






 


 


FOR VALUE
RECEIVED, the NATIONAL CONSUMER COOPERATIVE BANK (the “Borrower,” which term
includes any successors or assigns) promises to pay the SECRETARY OF THE
TREASURY (“Treasury,” which term includes any successors or assigns) at the
time, in the manner, and with interest at the rates hereinafter provided, the
sum of [Tranche amount from §2(b) (or reduced amount per §2(c)]


 


Interest shall
accrue from the date of this Note to the date on which the principal amount of
this Note is paid in full at a rate of [Applicable Treasury Rate plus 100 basis
points] (“Contract Interest Rate”).


 


Interest shall
be computed on the basis of (i) actual days elapsed from but not including the
date of this Note to (and including) the date on which payment is made, and
(ii) a year of 365 days.


 


Interest on
the outstanding principal amount of this Note shall be payable semiannually,
beginning six (6) months from the date of this Note (each such date being an
“Interest Payment Date”).


 


The Borrower
shall repay in full the outstanding principal amount of this Note on the date
which is [Tranche term] from the date of this Note (such date being the
“Maturity Date” for this Note); provided, however, that the Borrower may,
concurrently with the repayment of the outstanding principal of this Note,
reborrow all or any portion of the principal amount of this Note, subject to
Section 2(c) of that certain Amended and Restated Financing Agreement
between Treasury and the Borrower dated
           
    , 2003 (the “Agreement”), by delivering to Treasury a
replacement Class A Note in the form of this Note, which Note shall be for a
principal amount no greater than the principal amount provided for herein, in
which event, Treasury shall make a new loan to the Borrower in the amount
specified in the respective replacement Class A Note. The Maturity Date of each
replacement Class A Note shall be the earlier of (i) the date which is [Tranche
term] from the date of the replacement Class A Note, or (ii) October 31,
2020 (the “Final Maturity Date”).  On
the Interest Payment Date for each 91-day Class A Note, the Bank shall pay to
Treasury the interest accrued on such Note plus interest at


 

















 


the Contract Interest Rate on
all accrued and unpaid interest on any previous 91-day Class A Note that
matured before an Interest Payment Date.


 


In the case of
each replacement Class A Note, the interest rate for the replacement Class A
Note shall be established by Treasury at the time that such replacement Class A
Note is delivered on the basis of the determination made by Treasury pursuant
to section 104(c) of the National Consumer Cooperative Bank Act, as
amended (12 U.S.C. 3014(c)) (the “Bank Act”), and Section 3 of the  Agreement ; 
provided, however, that the shortest maturity used as the
basis for any rate determination shall be the remaining maturity of the most
recently auctioned  United States
Treasury bills having the shortest maturity of all United States Treasury bills
then being regularly auctioned.  This
interest rate shall apply from the date on which the replacement Class A Note
is delivered; provided, however, that this interest rate may
increase in the event of the circumstances and as provided in Sections 3(d),
(e), and (f) of the Agreement.


 


Whenever any
Interest Payment Date or Maturity Date shall fall on a Saturday, a Sunday or a
holiday for Treasury the payment which would otherwise be due on such Interest
Payment Date or Maturity Date shall be due on the first day thereafter on which
Treasury is open for business (any such day being a “Business Day”).  In the case of an Interest Payment Date
falling on a day other than a Business Day, the extension of time for making
the payment that would otherwise be due on such Interest Payment Date shall be
included in computing interest in connection with such payment and excluded in
connection with the next payment.  In the
case of a Maturity Date falling on a day other than a Business Day, the
extension of time for making the final scheduled payment that would otherwise
be due on such Maturity Date shall be taken into account in establishing the
interest rate for the Class A Note as well as included in computing interest in
connection with such final scheduled payment.


 


In the event
that any payment of any amount owing under this Note is not made when and as
due (any such amount being then an “Overdue Amount”), the amount payable shall
be, after the expiration of any applicable cure period provided in the
Agreement, such Overdue Amount plus an interest penalty thereon, computed on
the basis of a year of 365 days.  The
interest rate penalty shall accrue at such rate or rates (the “Late Pay
Interest Rate”) and for such period or periods as provided in Sections
3(d)  and (f) of the Agreement.


 


Nothing in the
immediately preceding paragraph shall be construed as permitting or implying
that the Borrower may, without the prior written consent of Treasury, modify,
extend, alter or affect in any manner whatsoever (except as explicitly provided
herein) the right of Treasury to receive any and all payments on account of
this Note on the dates specified in this Note.


 


Notwithstanding
anything in this Note to the contrary, all amounts outstanding under this Note
remaining unpaid as of the Final Maturity Date shall be due and payable on the
Final Maturity Date.


 


All payments
under this Note shall be paid to Treasury in federal or other immediately
available funds by wire transfer to the Federal Reserve Bank of New York, for
credit to such


 


2

















 


account, and in accordance with
such payment instructions, as are specified in the Agreement, as the Agreement
may be amended from time to time as provided therein.


 


Each payment
made on this Note shall be applied first to the payment of any accrued interest
including, without limitation, interest at the Late Pay Interest Rate,  Modified Late Pay Interest Rate, or the Late
Pay Non-Scheduled Security Issuance Repayment Rate (as described in Sections 3
and 4 of the Agreement), if applicable, and then on account of outstanding
principal.


 


The Borrower
may elect to make an Other Non-Scheduled Repayment as described in
Section 5 of the Agreement  at any
time of all or any portion of the outstanding principal amount of this Note in
the manner, at the price, and subject to the limitation as next described:


 


(i)  The Borrower shall deliver
to Treasury written notification of such 
election not less than five (5) Business Days prior to the proposed date
of such Other Non-Scheduled Repayment and, if less than the total outstanding
principal amount of this Note is to be repaid, the Borrower shall specify in
such notification the amount that is proposed to be repaid (any such amount
being a “Portion”).


 


 (ii)  In the event that the Borrower elects to make an Other
Non-Scheduled Repayment of  the entire
outstanding principal amount of this Note, the borrower shall pay to Treasury a
price for this Note (and all accrued interest thereon) which would, if this
Note were purchased and held to its maturity, produce a yield to the purchaser
for the period from the date of purchase to the maturity of this Note
substantially equal to the interest rate which would be set on a loan from the
Treasury to the Borrower to produce an obligation having a payment
schedule identical to that of this Note through its Maturity Date.  In the event that the Borrower elects to
make an Other Non-Scheduled Repayment of 
a Portion, the Borrower shall pay to Treasury a price for such Portion
that would equal such Portion’s pro rata share of the price for an Other
Non-Scheduled Repayment  of the entire
principal amount of this Note calculated in accordance with the principles of
the preceding sentence.  Such prepayment
price shall be calculated by Treasury as of the close of business two (2)
Business Days prior to the date on which the Borrower wishes to make an Other
Non-Scheduled Repayment of  this Note or
Portion using standard United States Treasury Department calculation methods; provided,
however, that neither this paragraph (ii) nor any other
prepayment premium shall apply to the Refinancing Repayment or to any
prepayment resulting from issuance of Repayment Securities or Subsidiary
Repayment Securities, as provided in this Agreement.


 


(iii)  Any Other Non-Scheduled
Repayment of a Portion shall, as to the principal amount of such Portion, be
subject to a minimum amount equal to $50,000.00 of principal.


 


To the extent
not inconsistent with applicable law, this Note, so long as Treasury is the
holder thereof, shall be subject to modification by such amendments,
extensions, and renewals as may be agreed upon from time to time by Treasury
and the Borrower.


 


3

















 


The Borrower
hereby waives any requirement for presentment, protest, or other demand or
notice with respect to the Note.


 


This Note is
issued, executed, and delivered on behalf of the Borrower under and pursuant to
Section 104(c) of the Bank Act and the Agreement.


 


This Note
shall continue in full force and effect until all principal and interest
outstanding hereunder have been paid in full.


 


This Note is
subordinated to all Senior Indebtedness, as defined in Appendix B to the
Agreement, to the extent and in the manner provided in Appendix B to the
Agreement.


 


IN WITNESS
WHEREOF, the undersigned, as an authorized official of the Borrower, has
executed this Note at Washington, D.C, by affixing his or her signature hereto
as of the date hereof.


 


 


	
   

  	
  NATIONAL CONSUMER COOPERATIVE BANK

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Richard L. Reed

  
	
   

  	
   

  	
  Managing Director,

  
	
   

  	
   

  	
  Chief Financial Officer and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ATTEST:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Louise M. Grant

  	
   

  	
   

  
	
  Secretary

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (SEAL)

  	
   

  	
   

  
					



 


4

















 


APPENDIX
B


Section 1.        Subordination


 


The indebtedness
represented by the Refinanced Class A Notes (the “Securities”) and the payment
of the principal of and interest on each and all of the Securities is expressly
subordinated, to the extent and in the manner hereinafter set forth, in right
of payment to the prior payment in full of all Senior Indebtedness.


 


Section 2.        Distribution
on Dissolution, Liquidation and Reorganization; Subrogation of Securities


 


Upon any
distribution of assets of the Issuer upon any dissolution, winding up,
liquidation or reorganization, of the Issuer, whether voluntary or involuntary
and whether in bankruptcy, insolvency, reorganization, receivership or other
proceedings or upon an assignment for the benefit of creditors or any other
marshalling of the assets and liabilities of the Issuer or otherwise (subject
to the power of a court of competent jurisdiction to make other equitable
provision reflecting the rights conferred by the Securities upon the Senior
Indebtedness and the holders thereof with respect to the Securities and the
Holder thereof by a plan of reorganization under applicable bankruptcy law):


 


(i)       the holders
of all Senior Indebtedness shall be entitled to receive payment in full of the
principal thereof and interest due thereon before the Holder of the Securities
are entitled to receive any payment upon the principal or interest on
indebtedness evidenced by the Securities;


 


(ii)       any
payment or distribution of the Issuer of any kind or character, whether in
cash, property or securities, to which the Holder of the Securities would be
entitled except for the provisions of this Appendix B shall be paid by the
liquidating trustee or agent or other Person making such payment or
distribution, whether a trustee in bankruptcy, a receiver or liquidating
trustee or otherwise, directly to the holders of Senior Indebtedness or their
representative or representatives or to the trustee or trustees under any
indenture under which any instruments evidencing any of such Senior
Indebtedness may have been issued, ratably according to the aggregate amounts
remaining unpaid on account of the principal of (and premium, if any) and
interest on the Senior Indebtedness held or represented by each, to the extent
necessary to make payment in full of all Senior Indebtedness remaining unpaid,
after giving effect to any concurrent payment or distribution to the holders of
such Senior Indebtedness; and


 


(iii)      in
the event that, notwithstanding the foregoing, any payment or distribution of
assets of the Issuer of any kind or character, whether in cash, property or
securities, shall be received by the Holder of any Securities before all Senior
Indebtedness is paid in full, such payment or distribution shall, upon written
notice to the Holder of such Securities, be returned to the liquidating trustee
or agent or other Person making such payment or distribution, whether a trustee
in bankruptcy, a receiver or liquidating trustee or otherwise.


 


The consolidation
of the Issuer with, or the merger of the Issuer into, another corporation or
the liquidation or dissolution of the Issuer following the conveyance or
transfer of its property as an entirety, or substantially as an entirety, to
another corporation shall not be deemed a dissolution, winding up, liquidation
or reorganization for the purposes of this Section 2.


 

















 


Subject to the
payment in full of all Senior Indebtedness, the Holder of the Securities shall
be subrogated to the rights of the holders of Senior Indebtedness to receive
payments or distributions of cash, property or securities of the Issuer
applicable to Senior Indebtedness until the principal of and interest on the
Securities shall be paid in full, and no such payments or distributions to the
Holder of the Securities of cash, property, or securities otherwise
distributable to the holders of Senior Indebtedness shall, as between the
Issuer, its creditors other than the holders of Senior Indebtedness, and the
Holder of the Securities be deemed to be a payment by the Issuer to or on
account of the Securities.  It is
understood that the provisions of this Appendix B are intended solely for the
purpose of defining the relative rights of the holders of the Securities, on
the one hand, and the holders of the Senior Indebtedness, on the other hand.


 


Section 3.        No
Payment on Securities in Event of Default on Senior Indebtedness


 


No payment by the
Issuer on account of principal or interest on the Securities shall be made
unless full payment of amounts then due for principal, premium, if any, sinking
funds, and interest on Senior Indebtedness has been made or duly provided
for.  In the event that any event of
default with respect to any Senior Indebtedness shall have occurred and be
continuing permitting the holders of such Senior Indebtedness (or a trustee on
behalf of the holders thereof) to declare such Senior Indebtedness due and
payable prior to the date on which it would otherwise have become due and
payable, unless and until such event of default shall have been cured or waived
or shall have ceased to exist and such acceleration shall have been rescinded
or annulled, or in the event any judicial proceeding shall be pending with
respect to any such default in payment, or event of default, then no payment shall
be made by the Issuer on account of principal of or interest on the Securities
or on account of the purchase or other acquisition of Securities.


 


In the event that,
notwithstanding the foregoing, the Issuer shall make any payment to the Holder
of any Securities prohibited by the foregoing provisions of this Section, and
if such fact shall, at or prior to the time of such payment, have been made
known to the Holder, then and in such event such payment shall be paid over and
delivered forthwith to the Issuer.


 


The provisions of
this Section shall not apply to any payment with respect to which
Section 2 would be applicable.


 


Section 4.        Modifications
of Terms of Senior Indebtedness


 


Any renewal or
extension of the time of payment of any Senior Indebtedness or the exercise by
the holders of Senior Indebtedness of any of their rights under any instrument
creating or evidencing Senior Indebtedness, including, without limitation, the
waiver of default thereunder, may be made or done all without notice to or assent
from the Holder of the Securities.


 


No compromise,
alteration, amendment, modification, extension, renewal or other change of, or
waiver, consent or other action in respect of, any liability or obligation
under or in respect of, or of any of the terms, covenants or conditions of any
indenture or other instrument under which any Senior Indebtedness is
outstanding or of such Senior Indebtedness, whether or not such release is in
accordance with the provisions of any applicable document, shall in any way alter
or affect any of the provisions of this Appendix B or of the Securities
relating to the subordination thereof.


 


Section 5.        Reliance
on Judicial Order or Certificate of Liquidating Agent.


 


Upon any payment or distribution of assets of
the Issuer referred to in this Appendix B, the Holder of the Securities shall
be entitled to rely upon any order or decree entered by any court of


 


2

















 


competent jurisdiction in which any insolvency, bankruptcy,
receivership, liquidation, reorganization, dissolution, winding up or similar
case or proceeding is pending, or upon a certificate of the trustee in
bankruptcy, liquidating trustee, custodian, receiver, assignee for the benefit
of creditors, agent or other Person making such payment or distribution,
delivered to the Holder of Securities, for the purpose of ascertaining the
Persons entitled to participate in such payment or distribution, the holders of
Senior Indebtedness and other indebtedness of the Issuer, the amount thereof or
payable therein, the amount or amounts paid or distributed thereon and all
other facts pertinent thereto or to this Appendix B.


 


Section 6.        Deferral
of Interest on Securities; Payments on Indebtedness Ranking on a Parity with
the Securities


 


For the avoidance of doubt, in the event that
interest on the Securities has been deferred in accordance with the provisions
of  12 U.S.C. §3014(c) the provisions of
this Appendix B shall not in any way limit or prohibit the  payment of principal or interest (or other
amount) on any Indebtedness Ranking on a Parity with the Securities in
accordance with the terms of such Indebtedness Ranking on a Parity with the
Securities.


 


Section 7.        Definitions


 


Capitalized terms
used herein but not defined shall have the meanings ascribed thereto in the
Amended and Restated Financing Agreement (“Agreement”) to which this document
is  Appendix B.


 


“Holder” means the
Treasury and any successor or assign as the registered holder of Securities.


 


“Indebtedness”, with respect to any Person,
means indebtedness for borrowed money or for the unpaid purchase price of real
or personal property of, or guaranteed by, such Person and computed in
accordance with GAAP.


 


“Indebtedness Ranking on a Parity with the Securities”
means all Indebtedness of the Issuer, whether outstanding on the date of the
execution of the Agreement or thereafter created, assumed or incurred, which
specifically by its terms ranks equally with and not prior to the Securities in
right of payment.


 


“Indebtedness Ranking Junior to the Securities”
means (i) all Indebtedness of the Issuer, whether outstanding on the date of
the execution of the Agreement or thereafter created, assumed or incurred,
which specifically by its terms ranks junior to and not equally with or prior
to Securities in right of payment and (ii) any Junior Subordinated Debt and any
guarantees of the Issuer in respect of the Trust Preferred Securities or Trust
Common Securities of a Trust issued or executed in connection with the
Refinancing Prepayment.


 


“Issuer” shall mean the Bank.


 


“Person” means any individual, corporation,
partnership, joint venture, joint-stock company, trust, unincorporated
organization or government or any agency or political subdivision thereof or
financial institution organized under the laws of the United States.


 


“Securities” shall mean the Refinanced Class A
Notes.


 


“Senior Indebtedness” means all
Indebtedness of the Issuer, whether outstanding on the date of the execution of
the Agreement  or thereafter created,
assumed or incurred except for (i) the Securities,


3

















 


(ii) Indebtedness Ranking on a Parity with the Securities and
(iii) Indebtedness Ranking Junior to the Securities.


 


“Trust”
shall mean a trust (or a trustee of such trust) or any other entity that issues
Trust Preferred Securities.


 


“Trust Common
Securities” shall mean any common securities issued by
a Trust and representing beneficial interests in the assets of such Trust.


 


“Trust Preferred
Securities” shall mean any preferred securities issued
by a Trust and representing beneficial interests in the assets of such Trust.


 


4

















 


Repayment of Class A Notes – Schedule I


 


Class
A Notes Amortization Schedule


 


	
  Payment Date

  	
   

  	
  Beginning
  Principal

  Balance

  	
   

  	
  Scheduled
  Annual

  Repayment

  	
   

  	
  Scheduled
  Periodic

  Repayment

  	
   

  	
  Ending
  Principal

  Balance

  	
   

  
	
  December 31,
  2003

  	
   

  	
  182,542,328.44

  	
   

  	
  1,000,000.00

  	
   

  	
   

  	
   

  	
  181,542,328.44

  	
   

  
	
  December 31,
  2004

  	
   

  	
  181,542,328.44

  	
   

  	
  2,500,000.00

  	
   

  	
  52,553,328.44

  	
  (1)

  	
  126,489,000.00

  	
   

  
	
  December 31,
  2005

  	
   

  	
  126,489,000.00

  	
   

  	
  2,500,000.00

  	
   

  	
   

  	
   

  	
  123,989,000.00

  	
   

  
	
  December 31,
  2006

  	
   

  	
  123,989,000.00

  	
   

  	
  2,500,000.00

  	
   

  	
   

  	
   

  	
  121,489,000.00

  	
   

  
	
  December 31,
  2007

  	
   

  	
  121,489,000.00

  	
   

  	
  2,500,000.00

  	
   

  	
   

  	
   

  	
  118,989,000.00

  	
   

  
	
  December 31,
  2008

  	
   

  	
  118,989,000.00

  	
   

  	
  2,500,000.00

  	
   

  	
   

  	
   

  	
  116,489,000.00

  	
   

  
	
  December 31,
  2009

  	
   

  	
  116,489,000.00

  	
   

  	
  2,500,000.00

  	
   

  	
   

  	
   

  	
  113,989,000.00

  	
   

  
	
  December 31,
  2010

  	
   

  	
  113,989,000.00

  	
   

  	
  —

  	
   

  	
  23,989,000.00

  	
   

  	
  90,000,000.00

  	
   

  
	
  December 31,
  2011

  	
   

  	
  90,000,000.00

  	
   

  	
  5,000,000.00

  	
   

  	
   

  	
   

  	
  85,000,000.00

  	
   

  
	
  December 31,
  2012

  	
   

  	
  85,000,000.00

  	
   

  	
  5,500,000.00

  	
   

  	
   

  	
   

  	
  79,500,000.00

  	
   

  
	
  December 31,
  2013

  	
   

  	
  79,500,000.00

  	
   

  	
  6,050,000.00

  	
   

  	
   

  	
   

  	
  73,450,000.00

  	
   

  
	
  December 31,
  2014

  	
   

  	
  73,450,000.00

  	
   

  	
  6,655,000.00

  	
   

  	
   

  	
   

  	
  66,795,000.00

  	
   

  
	
  December 31,
  2015

  	
   

  	
  66,795,000.00

  	
   

  	
  7,320,500.00

  	
   

  	
   

  	
   

  	
  59,474,500.00

  	
   

  
	
  December 31,
  2016

  	
   

  	
  59,474,500.00

  	
   

  	
  8,052,550.00

  	
   

  	
   

  	
   

  	
  51,421,950.00

  	
   

  
	
  December 31,
  2017

  	
   

  	
  51,421,950.00

  	
   

  	
  8,857,805.00

  	
   

  	
   

  	
   

  	
  42,564,145.00

  	
   

  
	
  December 31,
  2018

  	
   

  	
  42,564,145.00

  	
   

  	
  9,743,585.50

  	
   

  	
   

  	
   

  	
  32,820,559.50

  	
   

  
	
  December 31,
  2019

  	
   

  	
  32,820,559.50

  	
   

  	
  10,717,944.05

  	
   

  	
   

  	
   

  	
  22,102,615.45

  	
   

  
	
  October 31,
  2020

  	
   

  	
  22,102,615.45

  	
   

  	
  —

  	
   

  	
  22,102,615.45

  	
   

  	
  —

  	
   

  



 












NOTE:  To be paid as soon as
practicable following the successful issuance of $50 million trust preferred


 


APPENDIX C


 


National Cooperative Bank


Proposed Class A Note Retirement Plan


 


	
   

  	
   

  	
  Debt

  Amortization

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Beginning

  Balance

  	
   

  	
  Annual

  Amortization

  	
   

  	
  Periodic

  Amortization

  	
   

  	
  Ending

  Balance

  	
   

  	
  Tranches

  	
   

  
	
  Year

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  91 day

  	
   

  	
  2 Year

  	
   

  	
  3 Year

  	
   

  	
  5 Year

  	
   

  	
  7 Year

  	
   

  	
  10 Year

  	
   

  	
  Total

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2003

  	
   

  	
  182,542,328.44

  	
   

  	
  1,000,000.00

  	
   

  	
   

  	
   

  	
  181,542,328.44

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2004

  	
   

  	
  181,542,328.44

  	
   

  	
  2,500,000.00

  	
   

  	
  52,553,328.44

  	
   

  	
  126,489,000.00

  	
   

  	
  2,500,000.00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  2,500,000.00

  	
   

  
	
  2005

  	
   

  	
  126,489,000.00

  	
   

  	
  2,500,000.00

  	
   

  	
   

  	
   

  	
  123,989,000.00

  	
   

  	
   

  	
   

  	
  2,500,000.00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  2,500,000.00

  	
   

  
	
  2006

  	
   

  	
  123,989,000.00

  	
   

  	
  2,500,000.00

  	
   

  	
   

  	
   

  	
  121,489,000.00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  2,500,000.00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  2,500,000.00

  	
   

  
	
  2007

  	
   

  	
  121,489,000.00

  	
   

  	
  2,500,000.00

  	
   

  	
   

  	
   

  	
  118,989,000.00

  	
   

  	
   

  	
   

  	
  2,500,000.00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  2,500,000.00

  	
   

  
	
  2008

  	
   

  	
  118,989,000.00

  	
   

  	
  2,500,000.00

  	
   

  	
   

  	
   

  	
  116,489,000.00

  	
   

  	
  2,500,000.00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  2,500,000.00

  	
   

  
	
  2009

  	
   

  	
  116,489,000.00

  	
   

  	
  2,500,000.00

  	
   

  	
   

  	
   

  	
  113,989,000.00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  2,500,000.00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  2,500,000.00

  	
   

  
	
  2010

  	
   

  	
  113,989,000.00

  	
   

  	
  —

  	
   

  	
  23,989,000.00

  	
   

  	
  90,000,000.00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  23,989,000.00

  	
   

  	
   

  	
   

  	
  23,989,000.00

  	
   

  
	
  2011

  	
   

  	
  90,000,000.00

  	
   

  	
  5,000,000.00

  	
   

  	
   

  	
   

  	
  85,000,000.00

  	
   

  	
   

  	
   

  	
  5,000,000.00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  5,000,000.00

  	
   

  
	
  2012

  	
   

  	
  85,000,000.00

  	
   

  	
  5,500,000.00

  	
   

  	
   

  	
   

  	
  79,500,000.00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  5,500,000.00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  5,500,000.00

  	
   

  
	
  2013

  	
   

  	
  79,500,000.00

  	
   

  	
  6,050,000.00

  	
   

  	
   

  	
   

  	
  73,450,000.00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  6,050,000.00

  	
   

  	
  6,050,000.00

  	
   

  
	
  2014

  	
   

  	
  73,450,000.00

  	
   

  	
  6,655,000.00

  	
   

  	
   

  	
   

  	
  66,795,000.00

  	
   

  	
  6,655,000.00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  6,655,000.00

  	
   

  
	
  2015

  	
   

  	
  66,795,000.00

  	
   

  	
  7,320,500.00

  	
   

  	
   

  	
   

  	
  59,474,500.00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  7,320,500.00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  7,320,500.00

  	
   

  
	
  2016

  	
   

  	
  59,474,500.00

  	
   

  	
  8,052,550.00

  	
   

  	
   

  	
   

  	
  51,421,950.00

  	
   

  	
  8,052,550.00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  8,052,550.00

  	
   

  
	
  2017

  	
   

  	
  51,421,950.00

  	
   

  	
  8,857,805.00

  	
   

  	
   

  	
   

  	
  42,564,145.00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  8,857,805.00

  	
   

  	
   

  	
   

  	
  8,857,805.00

  	
   

  
	
  2018

  	
   

  	
  42,564,145.00

  	
   

  	
  9,743,585.50

  	
   

  	
   

  	
   

  	
  32,820,559.50

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  9,743,585.50

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  9,743,585.50

  	
   

  
	
  2019

  	
   

  	
  32,820,559.50

  	
   

  	
  10,717,944.05

  	
   

  	
   

  	
   

  	
  22,102,615.45

  	
   

  	
   

  	
   

  	
  10,717,944.05

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  10,717,944.05

  	
   

  
	
  2020

  	
   

  	
  22,102,615.45

  	
   

  	
  —

  	
   

  	
  22,102,615.45

  	
   

  	
  —

  	
   

  	
  22,102,615.45

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  22,102,615.45

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
   

  	
   

  	
  83,897,384.55

  	
   

  	
  98,644,943.89

  	
   

  	
   

  	
   

  	
  41,810,165.45

  	
   

  	
  20,717,944.05

  	
   

  	
  27,564,085.50

  	
   

  	
  —

  	
   

  	
  32,846,805.00

  	
   

  	
  6,050,000.00

  	
   

  	
  128,989,000.00

  	
   

  



 


5