NATIONAL CONSUMER COOPERATIVE BANK NOTE PURCHASE AGREEMENT $30,000,000 7.68% Senior Notes due December 28, 2005Note Purchase Agreement • March 30th, 2000 • National Consumer Cooperative Bank /Dc/ • Personal credit institutions • New York
Exhibit 20 FOURTH AMENDED AND RESTATED LOAN AGREEMENT AGREEMENT, made as of the 12th day of February, 2002, by and among: NATIONAL CONSUMER COOPERATIVE BANK, a corporation chartered by Act of Congress of the United States which conducts business under...Loan Agreement • August 19th, 2002 • National Consumer Cooperative Bank /Dc/ • Personal credit institutions • New York
AMENDMENT NO. 3 TO THIRD AMENDED AND RESTATED LOAN AGREEMENT AGREEMENT, made as of the 24th day of May, 2000, by and among: NATIONAL CONSUMER COOPERATIVE BANK, a corporation chartered by Act of Congress of the United States which conducts business...Loan Agreement • August 14th, 2000 • National Consumer Cooperative Bank /Dc/ • Personal credit institutions • New York
LEASE AGREEMENTLease Agreement • May 15th, 2002 • National Consumer Cooperative Bank /Dc/ • Personal credit institutions
MEDIUM-TERM SUBORDINATED NOTE, SERIES B (FIXED RATE) ORIGINAL ISSUE DATE: INTEREST RATE: % STATED MATURITY DATE:Note Agreement • January 10th, 2000 • National Consumer Cooperative Bank /Dc/ • Personal credit institutions
FIRST AMENDMENT TO TERM LOAN AGREEMENT DATED AS OF MARCH 25, 1998 This First Amendment ("Amendment") is entered into as of this 3rd day of May, 1999, for the purpose of amending that certain Term Loan Agreement, dated as of March 28, 1998 (hereinafter...Term Loan Agreement • August 13th, 1999 • National Consumer Cooperative Bank /Dc/ • Personal credit institutions • New York
AMENDMENT NO. 1 TO FOURTH AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • May 15th, 2003 • National Consumer Cooperative Bank /Dc/ • Personal credit institutions
GUARANTEE AGREEMENT National Consumer Cooperative Bank Dated as of December 17, 2003Guarantee Agreement • March 31st, 2004 • National Consumer Cooperative Bank /Dc/ • Personal credit institutions • New York
This GUARANTEE AGREEMENT (the “Guarantee”), dated as of December 17, 2003, is executed and delivered by National Consumer Cooperative Bank (the “Guarantor”), and Wells Fargo Bank, National Association, a national banking association with its principal place of business in the State of Delaware, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of NCB Capital Trust I, a Delaware statutory trust (the “Issuer”).
Exhibit 17 SPLIT-DOLLAR AGREEMENT THIS AGREEMENT, made as of the 11th day of JULY, 2002, by and between NATIONAL COOPERATIVE BANK a Washington, District of Columbia corporation (hereinafter referred to as the "Employer"), and CHARLES E. SNYDER of...Split-Dollar Agreement • August 19th, 2002 • National Consumer Cooperative Bank /Dc/ • Personal credit institutions • Washington
MEDIUM-TERM SENIOR NOTE, SERIES B (FIXED RATE)Note • January 10th, 2000 • National Consumer Cooperative Bank /Dc/ • Personal credit institutions
RecitalsNote Purchase Agreement • November 10th, 1999 • National Consumer Cooperative Bank /Dc/ • Personal credit institutions • New York
MEDIUM-TERM NOTES DUE FROM 9 MONTHS TO 30 YEARS FROM DATE OF ISSUE DISTRIBUTION AGREEMENT ______________, 1997 Goldman, Sachs & Co. 85 Broad Street, New York, New York 10004Distribution Agreement • January 22nd, 1997 • National Consumer Cooperative Bank /Dc/ • Personal credit institutions
THIRD AMENDED AND RESTATED LOAN AGREEMENT BY AND AMONG NATIONAL CONSUMER COOPERATIVE BANK, D/B/A NATIONAL COOPERATIVE BANK, AS BORROWER AND THE BANKS' SIGNATORY HERETO AND FLEET BANK, N.A., AS AGENTLoan Agreement • August 14th, 1997 • National Consumer Cooperative Bank /Dc/ • Personal credit institutions • New York
FIRST AMENDMENT AGREEMENT FIRST AMENDMENT AGREEMENT (this "Agreement"), dated as of December 10, 1996 (the "Effective Date"), among National Consumer Cooperative Bank, a banking corporation organized under the laws of the United States which does...First Amendment Agreement • March 28th, 1997 • National Consumer Cooperative Bank /Dc/ • Personal credit institutions • New York
NATIONAL CONSUMER COOPERATIVE BANK MEDIUM-TERM NOTE (Fixed Rate)Fixed Rate Note • January 22nd, 1997 • National Consumer Cooperative Bank /Dc/ • Personal credit institutions • New York
THIS TERM LOAN AGREEMENT (this "Agreement") is made and entered into as of the ________ day of December, 1998, by and between NATIONAL CONSUMER COOPERATIVE BANK, a corporation organized under the laws of the United States that does business as the...Term Loan Agreement • April 1st, 1999 • National Consumer Cooperative Bank /Dc/ • Personal credit institutions • Michigan
2 3 National Consumer Cooperative Bank, a corporation duly organized and existing under the laws of the United States (the "Issuer", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby...Note Agreement • January 10th, 2000 • National Consumer Cooperative Bank /Dc/ • Personal credit institutions
PURCHASE AGREEMENT among NCB Capital Trust I, Issuer National Consumer Cooperative Bank, Sponsor and BEAR, STEARNS & CO. INC. STI INVESTMENT MANAGEMENT, INC. Initial Purchasers Dated as of December 15, 2003Purchase Agreement • March 31st, 2004 • National Consumer Cooperative Bank /Dc/ • Personal credit institutions • New York
We have acted as counsel for National Consumer Cooperative Bank (the “Company”), and NCB Capital Trust I , a Delaware statutory trust (the “Trust”, and together with the Company, the “Offerors”), in connection with the issue and sale by the Trust of 50,000 Capital Securities (liquidation amount $1,000 per capital security) representing undivided beneficial interests in the assets of the Trust (the “Capital Securities”), the subsequent purchase by the Trust from the Company of $51,547,000 in aggregate principal amount of NCB Capital Trust I Junior Subordinated Deferrable Interest Debentures (the “Debt Securities”) and the guarantee by the Company of the Capital Securities pursuant to a Guarantee Agreement (the “Guarantee Agreement”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Purchase Agreement effective as of December 17, 2003 by and among the Company, the Trust, Richard L. Reed and Heather O’Hara (the “Purchase Agreement”).
NATIONAL CONSUMER COOPERATIVE BANK MEDIUM-TERM NOTE (Floating Rate)Floating Rate Note • February 11th, 1997 • National Consumer Cooperative Bank /Dc/ • Personal credit institutions
EXECUTION COPY TERM LOAN AGREEMENT THIS TERM LOAN AGREEMENT (this "Agreement") is made and entered into as of the 5th day of November, 1998, by and among NATIONAL CONSUMER COOPERATIVE BANK, a banking corporation organized under the laws of the United...Term Loan Agreement • April 1st, 1999 • National Consumer Cooperative Bank /Dc/ • Personal credit institutions • New York
MEDIUM-TERM SENIOR NOTE, SERIES B (FLOATING RATE) INTEREST RATE BASIS OR BASES: ORIGINAL ISSUE DATE: STATED MATURITY DATE:Note • January 10th, 2000 • National Consumer Cooperative Bank /Dc/ • Personal credit institutions
FLEET LOAN AGREEMENT AGREEMENT, made as of the 15th day of December, 1999, by and between: NATIONAL CONSUMER COOPERATIVE BANK, a corporation chartered by Act of Congress of the United States which conducts business under the trade name National...Fleet Loan Agreement • March 30th, 2000 • National Consumer Cooperative Bank /Dc/ • Personal credit institutions • New York
AMENDED AND RESTATED NOTEHOLDER FORBEARANCE AGREEMENTNoteholder Forbearance Agreement • November 19th, 2009 • National Consumer Cooperative Bank /Dc/ • Personal credit institutions • New York
AMENDED AND RESTATED NOTEHOLDER FORBEARANCE AGREEMENT (this “Agreement”), dated as of November 16, 2009, among (i) National Consumer Cooperative Bank (d/b/a NCB), a banking corporation chartered pursuant to the National Consumer Cooperative Bank Act, as amended 12 U.S.C. §§3001-3051 (the “Company”), (ii) NCB Financial Corporation, as Guarantor (the “Guarantor”) and (iii) the undersigned holders (the “Noteholders”) of the Notes (as defined below).
March 30, 2010Credit Agreement • March 31st, 2010 • National Consumer Cooperative Bank /Dc/ • Personal credit institutions • New York
Reference is made to (i) that certain Credit Agreement dated as of May 1, 2006 (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Credit Agreement), by and among National Consumer Cooperative Bank (the “Borrower”), the Administrative Agent, PNC Bank, National Association and Wells Fargo Bank, N.A., Successor-By Merger to Wachovia Bank, National Association, as co-syndication agents (“Syndication Agents”), Calyon New York Branch and Union Bank of California, N.A., as co-documentation agents (“Documentation Agents”), SunTrust Capital Markets, Inc., as lead arranger and book manager (“Arranger”; Administrative Agent, Syndication Agents, Documentation Agents and the Arranger are each an “Agent” and are, collectively, the “Agents”), and the lenders party thereto from time to time (each a “Bank” and, collectively, the “Banks”), (ii) that certai
MEMORANDUM OF UNDERSTANDING WITH RESPECT TO TAX TREATMENT OF EMPLOYER PAYMENTS UNDER SPLIT-DOLLAR AGREEMENTMemorandum of Understanding • March 31st, 2004 • National Consumer Cooperative Bank /Dc/ • Personal credit institutions
THIS MEMORANDUM OF UNDERSTANDING (“MOU”), made as of the 30th day of December, 2003, by and between NATIONAL COOPERATIVE BANK, a corporation organized under the laws of the United States with its principal place of business in Washington, D.C. (hereinafter referred to as the “Employer”) and CHARLES E. SNYDER of Alexandria, Virginia (hereinafter referred to as the “Employee”).
FEDERAL HOME LOAN BANK OF CINCINNATI Commercial Real Estate Addendum to Blanket Agreement for Advances and Security AgreementCommercial Real Estate Addendum to Blanket Agreement for Advances and Security Agreement • March 31st, 2004 • National Consumer Cooperative Bank /Dc/ • Personal credit institutions
the principal place of business of which is located at 139 South High Street , Hillsboro, Ohio 45133 (hereinafter called the “Borrower”), in consideration of advances or other financial accommodations heretofore or at anytime hereafter made or granted to Borrower and any affiliate of Borrower by the FEDERAL HOME LOAN BANK OF CINCINNATI (hereinafter called the “Bank”) and the Bank hereby enter into this Commercial Real Estate Addendum (the “CRE Addendum”) in order to supplement that certain Blanket Agreement for Advances and Security Agreement (the “Blanket Agreement”) between Borrower and the Bank dated 11/30/2000.
FIRST AMENDMENT TO TERM LOAN AGREEMENTTerm Loan Agreement • August 14th, 2001 • National Consumer Cooperative Bank /Dc/ • Personal credit institutions
This First Amendment to Term Loan Agreement (the "Amendment") is entered into as of this _____ day of June, 2001, by and among National Consumer Cooperative Bank (the "Company"), Greenwich Funding Corporation ("GFC"), and Credit Suisse First Boston ("CSFB"), for the purpose of amending that certain Term Loan Agreement dated as of November 5, 1998 (the "Agreement"), to which the Company, GFC and CSFB are parties. Capitalized terms used and not defined herein have the meanings stated in the Agreement.
Exhibit 99 NATIONAL CONSUMER COOPERATIVE BANK EXECUTIVE LONG-TERM INCENTIVE PLAN AWARD AGREEMENT FOR THE MEASUREMENT PERIOD 1/1/2001 TO 12/31/2003 TO: CHARLES E. SNYDER, PRESIDENT AND CEO The National Consumer Cooperative Bank (the "Bank") has granted...Executive Long-Term Incentive Plan Award Agreement • November 15th, 2002 • National Consumer Cooperative Bank /Dc/ • Personal credit institutions
FIRST AMENDMENT Dated as of December 9, 2003 to NOTE PURCHASE AGREEMENT Dated as of December 28, 1999Note Purchase Agreement • March 31st, 2004 • National Consumer Cooperative Bank /Dc/ • Personal credit institutions • New York
THIS FIRST AMENDMENT dated as of December 9, 2003 (the or this “First Amendment”) to the Note Purchase Agreement dated as of December 28, 1999 is between National Consumer Cooperative Bank (d/b/a/ National Cooperative Bank), a banking corporation chartered pursuant to the National Consumer Cooperative Bank Act, as amended, 12 U.S.C. §§3001-3051 (the “Company”), and each of the institutions which is a signatory to this First Amendment (collectively, the “Noteholders”).
GUARANTY AGREEMENTGuaranty Agreement • May 5th, 2009 • National Consumer Cooperative Bank /Dc/ • Personal credit institutions • New York
THIS GUARANTY AGREEMENT dated as of April 30, 2009 (this “Guaranty”), by NCB Financial Corporation, a Delaware corporation (the “Guarantor”), a wholly owned subsidiary of National Consumer Cooperative Bank, doing business as NCB (the “Borrower”), in favor of SunTrust Bank in its capacity as Collateral Agent (the “Collateral Agent”) for the Creditors (as defined below).
National Consumer Cooperative Bank Third Amendment Dated as of December 28, 2006 to NOTE PURCHASE AND UNCOMMITTED MASTER SHELF AGREEMENT Dated as of December 28, 2001 Re: $55,000,000 5.62 % Senior Notes Due December 28, 2006Note Purchase and Uncommitted Master Shelf Agreement • March 31st, 2008 • National Consumer Cooperative Bank /Dc/ • Personal credit institutions • New York
This Third Amendment dated as of December 27, 2006 (the or this “Third Amendment”) to the Note Purchase and Uncommitted Master Shelf Agreement dated as of December 28, 2001 is between National Consumer Cooperative Bank (d/b/a/ National Cooperative Bank), a banking corporation chartered pursuant to the National Consumer Cooperative Bank Act, as amended, 12 U.S.C. §§3001-3051 (the “Company”), and each of the institutions which is a signatory to this Third Amendment (collectively, the “Noteholders”).
SUPERVISORY AGREEMENTSupervisory Agreement • March 19th, 2010 • National Consumer Cooperative Bank /Dc/ • Personal credit institutions
This Supervisory Agreement (Agreement) is made this 15th day of March, 2010 (Effective Date), by and through the Board of Directors (Board) of NCB, FSB, Hillsboro, Ohio, OTS Docket No. 08527 (Association) and the Office of Thrift Supervision (OTS), acting by and through its Regional Director for the Central Region (Regional Director).
AMENDMENT NO. 4 TO FOURTH AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • May 14th, 2004 • National Consumer Cooperative Bank /Dc/ • Personal credit institutions • New York
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”);
National Consumer Cooperative Bank Fourth Amendment Dated as of December 31, 2007 to NOTE PURCHASE AND UNCOMMITTED MASTER SHELF AGREEMENT Dated as of December 28, 2001Note Purchase and Uncommitted Master Shelf Agreement • March 31st, 2008 • National Consumer Cooperative Bank /Dc/ • Personal credit institutions • New York
This Fourth Amendment dated as of December 31, 2007 (the or this “Fourth Amendment”) to the Note Purchase and Uncommitted Master Shelf Agreement dated as of December 28, 2001 is between National Consumer Cooperative Bank (d/b/a/ NCB), a banking corporation chartered pursuant to the National Consumer Cooperative Bank Act, as amended, 12 U.S.C. §§3001-3051 (the “Company”), and each of the institutions which is a signatory to this Fourth Amendment (collectively, the “Noteholders”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 31st, 2008 • National Consumer Cooperative Bank /Dc/ • Personal credit institutions • New York
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of October 16, 2006 by and among NATIONAL CONSUMER COOPERATIVE BANK, D/B/A NATIONAL COOPERATIVE BANK (the “Borrower”), each of the financial institutions a party hereto (the “Banks”), and SUNTRUST BANK, as Agent (the “Agent”).
