Name:
Richard L. Reed
Title:
Managing Director, Chief Financial
Officer and Treasurer
[SIGNATURES CONTINUED ON FOLLOWING PAGES]
6
A Commitment
FLEET NATIONAL BANK,
as Administrative Agent and as a Bank,
$22,500,000
and as Swing Line Lender
B Commitment
By:
Name:
Thomas J. Levy
$22,500,000
Title:
Senior Vice President
A Commitment
CREDIT SUISSE FIRST BOSTON
Cayman Islands Branch
$12,500,000
By:
Name:
Title:
B Commitment
By:
Name:
$12,500,000
Title:
A Commitment
COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK
$12,500,000
B.A., "Rabobank International",
New York Branch
B Commitment
By:
Name:
$12,500,000
Title:
By:
Name:
Title:
A Commitment
PNC BANK, NATIONAL ASSOCIATION
$17,500,000
By:
Name:
Title:
B Commitment
$17,500,000
A Commitment
WACHOVIA BANK, NATIONAL ASSOCIATION,
as Documentation Agent and as a Bank
$20,000,000
By:
Name:
Title:
B Commitment
$20,000,000
A Commitment
ALLFIRST BANK, a division of
Manufacturers and Traders Trust Co.
$12,500,000
By:
Name:
Title:
B Commitment
$12,500,000
A Commitment
UNION BANK OF CALIFORNIA, N.A.
$10,000,000
By
Name:
Title:
B Commitment
$10,000,000
A Commitment
SUNTRUST BANK, as Syndication Agent
and as a Bank
$20,000,000
By:
Name:
Title:
B Commitment
$20,000,000
A Commitment
ISRAEL DISCOUNT BANK OF NEW YORK
$5,000,000
By:
Name:
Title:
B Commitment
$5,000,000
By:
Name:
Title:
A Commitment
CREDIT LYONNAIS NEW YORK BRANCH
$17,500,000
By:
Name:
Title:
B Commitment
$17,500,000
A Commitment
KBC BANK N.V.
3
$10,000,000
By:
Name:
Title:
B Commitment
By:
Name:
$10,000,000
Title:
A Commitment
THE BANK OF NOVA SCOTIA
$10,000,000
By:
Name:
Title:
B Commitment
$10,000,000
A Commitment
BANK OF SCOTLAND
$5,000,000
By:
Name:
Title:
B Commitment
$5,000,000
EXHIBITS
A-1
Form of First Substituted A Note
A-2
Form of First Substituted B Note
A-3
Form of First Substituted Swing Line Note
4
EXHIBIT A-1 TO AMENDMENT NO. 2
TO FOURTH AMENDED AND RESTATED LOAN AGREEMENT
BY AND AMONG
NATIONAL CONSUMER COOPERATIVE BANK
AND
CERTAIN BANKS NAMED THEREIN
AND
FLEET NATIONAL BANK, AS ADMINISTRATIVE AGENT FOR THE BANKS
FORM OF FIRST SUBSTITUTED A NOTE
[A Commitment Amount]
Due May 7, 2006
FOR VALUE RECEIVED, NATIONAL CONSUMER COOPERATIVE BANK D/B/A NATIONAL
COOPERATIVE BANK (the "Borrower"), hereby promises to pay to the order of
[
] (the "Bank") by payment to the Agent for the
account of the Bank the principal sum of [amount of A Commitment]
($
) Dollars (or such lesser amount as shall equal the
aggregate unpaid principal amount of the A 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, 2006.
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