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Amendment to Astoria Federal Savings and Loan
Association Employee Stock Ownership Trust Loan and
Security Agreement, Promissory Note, and Security
Agreement Re Instruments or Negotiable Document to be
Deposited
Whereas Nationar, not individually, but solely as Trustee under the Astoria
Federal Savings and Loan Association Employee stock Ownership Trust (the
"Trust") effective November 18, 1993 (the "Borrower") on or about November 18,
1993 entered into certain agreements entitled the Astoria Federal Savings and
Loan Association Employee Stock Ownership Trust Loan and Security Agreement,
Promissory Note, and Security Agreement Re Instruments or Negotiable Documents
to be Deposited (the Loan Documents) by and between Borrower and/or for the
benefit of Astoria Financial Corporation (the "Lender") and,
Whereas the Borrower and Lender wish to amend the Loan Documents to conform to
the terms and provisions of the Astoria Federal Savings and Loan Association
Employee Stock Ownership Plan (the "ESOP"), to correct certain errors and to
conform the Loan Documents to the intention of the Borrower and Lender.
Now therefore in consideration of one dollar ($1.00) each to the other in hand
paid, the mutual covenants contained herein and other good and valuable
consideration, the Borrower and Lender agree as follows:
A) Section 1.2 of the Astoria Federal Savings and Loan
Association Employee Stock Ownership Trust Loan and Security
Agreement is hereby amended in its entirety to state as
follows:
1.2 The Note. The disbursement of the Loan pursuant to Section 1. 1
hereof shall be made against and evidenced by a promissory note of
the Borrower in the form annexed hereto as Exhibit A (the"Note"),
such note to bear interest on the unpaid balance thereof to be
computed from the date of such disbursement as hereinafter provided
and which note shall also provide for annual payments of principal
and interest as determined by a schedule annexed hereto as Schedule C
at the time of the execution of such note commencing however, no
later than December 31, 1994 and continuing as provided in such
Schedule C, except that the final installment in the amount of all
principal and interest then remaining unpaid shall be due and payable
in full on December 31, 2005, the final maturity thereof.
B) Section 3.4 of the Astoria Federal Savings and Loan
Association Employee Stock Ownership Trust Loan and Security
Agreement is amended in its entirety to state as follows:
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3.4 Partial Releases. The Lender agrees, provided that no Default or
Event of Default shall have occurred and be continuing, as promptly as
is practicable after December 31 in each year (the period commencing
the date hereof and ending December 31, 1994 and each subsequent
12-month period ending on December 31 being hereinafter referred to as
a "Plan Year"), to release as of the last day of such Plan Year that
number of pledged shares then being held to secure the loan which is
equal to that certain number of shares of the Stock acquired with the
Stock Obligation which is then held in the Unallocated Stock Fund
determined pursuant to Section 4.2 of the ESOP, the terms Stock, Stock
Obligation and Unallocated Stock Fund for purposes of this paragraph
having the meanings respectively, as set forth in the ESOP.
C) The first full paragraph of Exhibit A of the Astoria Federal
Savings and Loan Association Employee Stock Ownership Trust Loan
and Security Agreement and the first full paragraph of the
Promissory Note are each amended in their entirely to each state
as follows.
FOR VALUE RECEIVED, the undersigned, Nationar, not individually, but
solely as trustee under that certain Astoria Federal Savings and Loan
Association Employee Stock Ownership Trust effective November 18, 1993,
by and between the undersigned and Astoria Federal Savings and Loan
Association ("Borrower"), promises to pay to the order of Astoria
Financial Corporation, a Delaware Corporation (the "Lender") at its
office at Xxx Xxxxxxx Xxxxxxx Xxxxx, Xxxx Xxxxxxx, Xxx Xxxx 00000-0000,
the principal sum of thirty-three million, twenty-nine thousand, four
hundred and twenty-five dollars ($33,029,425) or, if less, the
aggregate principal amount of the loan made to the Borrower under
Section 1.1 of the Loan and Security Agreement hereinafter referred to,
in consecutive annual installments of principal and interest, each in
the amount set forth in Schedule C to the Loan and Security Agreement
for such year, payable commencing on December 31, 1994 and continuing
on the last day of each December and in each year thereafter, except
that the final installment in the amount of all principal and interest
then outstanding and not sooner paid shall be due and payable on
December 31, 2005, the final maturity hereof.
D) Exhibit B of the Astoria Federal Savings and Loan Association
Employee Stock Ownership Trust Loan and Security Agreement and
the Security Agreement Re Instruments or Negotiable Documents To
Be Deposited are each amended in their entirely to each state as
follows:
SECURITY AGREEMENT
RE
INSTRUMENTS OR NEGOTIABLE DOCUMENTS TO BE DEPOSITED
For new value contemporaneously given by Astoria Financial Corporation (
"Lender"), the receipt whereof is hereby acknowledged, Nationar, not
individually, but solely as Trustee under the Astoria Federal Savings and Loan
Association Employee Stock Ownership Trust effective
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November 18, 1993 ("Debtor"), does hereby grant a security interest to said
Lender in the instruments or negotiable documents hereafter described
("Collateral"), in all of which Collateral the Debtor warrants that the Debtor
has good, valid and effective rights to the ownership and possession thereof and
to the grant of the security interest hereby made:
1,321,177 shares of the common stock, par value $.0l per share, of
Astoria Financial Corporation, a Delaware corporation.
Debtor agrees to deliver said collateral to said Lender not later than the close
of business on November 26, 1993, said date being within 10 days from the the
date hereof.
Said Security interest secures the payment of all indebtedness and liabilities,
now existing or hereafter arising, and the Lender has all the rights with
respect to said Collateral and said security interest as more fully set forth in
the form of secured note or notes executed and delivered by the undersigned to
said Lender prior hereto or contemporaneously herewith.
This agreement, including matters of interpretation and construction, and the
rights of the Lender and the duties and obligations of the Debtor hereunder are
to be determined in accordance with the laws of the State of New York,
particularly the Uniform Commercial Code, except where preempted by federal law.
Dated at Lake Success, New York _________________ 1993.
Nationar and its successes in trust, as trustee under that certain Astoria
Federal Savings and Loan Association Employee Stock Ownership Trust effective
November 18, 1993 by and between the undersigned and Astoria Federal Savings and
Loan Association.
By /S/ Xxxx X. XxXxxx
For Nationar, the Trustee for Astoria Federal Savings
and Loan Association Employee
Stock Owner Trust
Xxxx X. XxXxxx
Senior Vice President
By /S/ Xxxx X. Xxxxxxxx
Xxxx X. Xxxxxxxx
Vice President
E) Schedule C is hereby annexed and affixed to the Astoria
Federal Savings and Loan Association Employee Stock Ownership
Trust Loan and Security Agreement, which said Schedule C shall
state in its entirely as follows:
Schedule C
Payment schedule for Astoria Federal Savings and Loan Association Employee Stock
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Ownership Trust Loan and Security Agreement.
Original Principal Balance: $33,029,425.00
Annual Interest Rate: 6.00%
Commencement Date: 11/18/93
Payment Interest Total
Date Principal Payment Payment Principal and
Interest Payment
Dec 31, 1994 $1,957,886.20 $2,218,476.38 $4,176,362.58
Dec 31, 1995 $2,075,359.37 $1,864,292.33 $3,939,651.70
Dec 31, 1996 $2,199,880.93 $1,739,770.77 $3,939,651.70
Dec 31, 1997 $2,331,873.79 $1,607,777.91 $3,939,651.70
Dec 31, 1998 $2,471,786.21 $1,467,865.49 $3,939,651.70
Dec 31, 1999 $2,620,093.39 $1,319,558.31 $3,939,651.70
Dec 31, 2000 $2,777,298.99 $1,162,352.71 $3,939,651.70
Dec 31, 2001 $2,943,936.93 $ 995,714.77 $3,939,651.70
Dec 31, 2002 $3,120,573.14 $ 819,078.56 $3,939,651.70
Dec 31, 2003 $3,307,807.53 $ 631,844.17 $3,939,651.70
Dec 31, 2004 $3,506,275.98 $ 433,375.72 $3,939,651.70
Dec 31, 2005 $3,716,652.54 $ 222,999.16 $3,939,651.70
In witness whereof, the undersigned agree to the amendments set forth herein as
if the Loan Documents as originally executed had set forth such amendments in
full and the Loan Documents, except as specifically amended hereby, are in all
other respects confirmed and ratified. This Amendment is effective as of
November 18, 1993 and shall be binding upon the respective successors and
assigns of the undersigned. This amendment shall be construed under the laws of
the State of New York except where preempted by federal law.
Nationar, and its successors in trust, as
trustee under that certain Astoria Federal
Savings and Loan Association Employee
Stock Ownership Trust effective November 18,
1993 by and between the undersigned and Astoria
Federal Savings and Loan Association.
By /S/ Xxxx X. XxXxxx /S/ Xxxx X. Xxxxxxxx
Xxxx X. Xxxxxxxx
Vice President
Astoria Financial Corporation
By /S/ Xxxxxx X. Xxxxxxx, Xx.
Xxxxxx X. Xxxxxxx, Xx.
President & Chief Executive Officer
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