AMENDMENT NO. 4 TO SECOND AMENDED AND RESTATED LOAN AGREEMENT
AGREEMENT, made as of the 20th day of December, 1996, 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"); and
FLEET BANK, N.A. (formerly NatWest Bank N.A.), as Agent for
the Banks (in such capacity, together with its successors in such
capacity, the "Agent");
W I T N E S S E T H:
WHEREAS:
(A) The Borrower, the Agent and the banks signatory
thereto entered into a certain Second Amended and Restated Loan
Agreement dated as of December 15, 1993, which was amended
pursuant to (i) Amendment No. 1 to Second Amended and Restated
Loan Agreement dated as of December 12, 1994, (ii) Amendment No.
2 to Second Amended and Restated Loan Agreement dated as of
December 11, 1995, and (iii) Amendment No. 3 to Second Amended
and Restated Loan Agreement dated as of May 30, 1996 (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 and the Banks and the Agent are willing to amend the
Original Loan Agreement on the terms and conditions hereinafter
set forth; and
(C) All capitalized terms used herein which are not other-
wise defined herein shall have the respective meanings ascribed
thereto in the Original Loan Agreement;
NOW, THEREFORE, the parties hereto agree as follows:
Section 1.1 Subsection 6.9(g) of the Original Loan
Agreement is hereby deleted in its entirety and the following is
substituted therefor:
"(g) At all times, a ratio of Consolidated
Debt to Consolidated Adjusted Net Worth in an amount
not greater than 8.5 to 1.0 until the earlier to occur
of:
(i) December 24, 1997, or
(ii) the prepayment in full of the
Borrower's Amended and Restated 8.18% Series A Senior
Notes due June 24, 1997, and the Borrower's Amended and
Restated 8.32% Series B Senior Notes due December 24,
1997,
after which time the Borrower shall have and maintain a
ratio of Consolidated Debt to Consolidated Adjusted Net
Worth in an amount not greater than 10.0 to 1.0. For
purposes of calculating this ratio only, Consolidated
Debt shall include the full balance of mortgage backed
securities sold by the Borrower or any of its
Subsidiaries with any first loss recourse provision
against the Borrower or any of its Subsidiaries
attached thereto.
For purposes of calculating the ratio set forth in
subsection 6.9(g) above and in subsection 6.9(h) below
only, "Consolidated Adjusted Net Worth" shall be
reduced by the amount by which the sum of 75% of (i) 90
day overdue accounts, (ii) non-performing loans, (iii)
real estate owned in substance foreclosure and other
miscellaneous repossessions and, (iv) modified loans,
exceed the reserves for credit losses established by
the Borrower and its Subsidiaries."
Section 1.2 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. 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 1.3 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.
[SIGNATURES ON FOLLOWING PAGE]
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:_________________________________
Title
FLEET BANK, N.A. (formerly
NatWest Bank N.A.), as Agent
and as a Bank, and as
Swing Line Lender
By:_________________________________
Title
CREDIT SUISSE
By:_________________________________
Title
By: ________________________________
Title
COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A. ("Rabobank
Nederland"), New York Branch
By: ________________________________
Title
By: ________________________________
Title
COMERICA BANK
By:_________________________________
Title
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
PNC BANK, NATIONAL ASSOCIATION
By:_________________________________
Title
SIGNET BANK
By:_________________________________
Title
FIRST NATIONAL BANK OF MARYLAND
By:_________________________________
Title
