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Amendment No. 1
to
Loan Agreement
among
Long Island Bancorp, Inc.,
The Long Island Savings Bank, FSB
and
United States Trust Company of New York,
solely as trustee of
The LISB Employee Stock Ownership Plan
WHEREAS, the parties hereto have entered into a loan agreement,
dated as of April 14, 1994 (the "Loan Agreement"), pursuant to which Long Island
Bancorp, Inc. loaned funds to the trust created under The LISB Employee Stock
Ownership Plan (the "ESOP") for the purpose of purchasing shares of the
outstanding common stock, par value, $0.01 per share of Long Island Bancorp,
Inc.;
WHEREAS, pursuant to Section 8.10 of the Loan Agreement, the
Loan Agreement may be amended by a written instrument; and
NOW, THEREFORE, the parties hereto agree to amend the Loan
Agreement, effective as of April 14, 1994, as follows:
The first sentence of Section 1.3 shall be deleted in its
entirety and replaced with the following:
The Loan shall be evidenced by a single promissory note of the
Trust (as modified and supplemented and in effect from time to
time, the "Note") in substantially the form of Exhibit A
attached hereto, dated the date of the delivery of the Note to
Long Island Bancorp, Inc., payable to Long Island Bancorp,
Inc. in installments, on March 31, June 30, September 30 and
December 31, during the period from, and including, the date
of the Note to, but excluding, the fifteenth anniversary of
such date, subject to any prepayment made pursuant to Section
1.6 hereof. The amount of each such installment shall be based
upon an estimate of the total (dividing such total into
substantially equal parts of a number equal to the number of
installments payable for the applicable calendar year) of the
contribution described in Section 3.2 of the ESOP, as in
effect as of the date hereof, for the Plan Year (as defined in
Section 1 of the ESOP) during which such installment is
payable, without regard to any reduction provided under
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Section 3.5 of the ESOP for contributions made pursuant to
Section 3.3 of the ESOP but taking into account the reduction
provided under Section 3.5 of the ESOP for forfeitures under
Section 8.5 of the ESOP; provided, however, that the total
amount of any installments payable in any calendar year shall
be at least equal to the amount of such contribution.
IN WITNESS WHEREOF, the parties hereto have duly executed and
delivered this Agreement as of this 28 day of June, 1994.
LONG ISLAND BANCORP, INC.
By /S/ Xxxx Xxxxxx
Xxxx Xxxxxx
Treasurer
THE LONG ISLAND SAVINGS BANK, FSB
By /S/ Xxxx Xxxxxx
Xxxx Xxxxxx
EVP & Treasurer
UNITED STATES TRUST COMPANY OF NEW
YORK, solely as trustee under the
trust agreement referred to above
By /S/ Xxxxxxxx X. Xxxxx
Xxxxxxxx X. Xxxxx
Senior Vice President
UNITED STATES TRUST COMPANY OF NEW
YORK, in its individual capacity
By /S/ Xxxxxxxx X. Xxxxx
Xxxxxxxx X. Xxxxx
Senior Vice President
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EXHIBIT A
PROMISSORY NOTE
$23,784,300.00 April 14, 1994
---------------
FOR VALUE RECEIVED, the undersigned (the "Borrower") and its
successors in trust, not individually but solely as trustee under the agreement
of trust between such trustee and The Long Island Savings Bank, FSB (the
"Bank"), dated as of March 31, 1994, as amended from time to time, hereby
promises to pay to Long Island Bancorp, Inc. at the principal office of Long
Island Bancorp, Inc. in Melville, New York, the unpaid principal amount of the
loan made by Long Island Bancorp, Inc. to the Borrower under the loan agreement
referred to below (the "Loan Agreement"), in lawful money of the United States
of America and in immediately available funds, on such dates as required by
Section 1.3 of the Loan Agreement, and to pay interest on the unpaid principal
amount from time to time outstanding on such loan, at such office, in like money
and funds, for the period commencing on the date such loan is made until such
loan is paid in full, at the rate and on the dates as provided in Section 1.7 of
the Loan Agreement.
This Note is the Note referred to in, and is subject to the terms and
conditions of, the loan agreement (as modified and supplemented and in effect
from time to time) dated as of April 14, 1994 among Long island Bancorp, Inc.,
The Long Island Savings Bank, FSB, the Borrower and United States Trust Company
of New York, in its individual capacity, and evidences the loan made by Long
Island Bancorp, Inc. to the Borrower thereunder. The Loan Agreement and this
Note are each binding on the parties thereto and hereto.
UNITED STATES TRUST COMPANY OF NEW YORK,
solely as trustee under the Trust
agreement referred to above
By /S/
