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”).
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”).
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 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”).
First Amendment Dated as of December 9, 2003 to NOTE PURCHASE AND UNCOMMITTED MASTER SHELF AGREEMENT Dated as of December 28, 2001Note Purchase and Uncommitted Master Shelf 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 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 First Amendment (collectively, the “Noteholders”).
NATIONAL CONSUMER COOPERATIVE BANKMaster Shelf Agreement • March 31st, 2004 • National Consumer Cooperative Bank /Dc/ • Personal credit institutions • New York
This second Amendment dated as of December 9, 2003 (the or this “Second Amendment”) to the Master Shelf Agreement dated as of June 30, 1997, and amended by letter agreement dated 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 Second Amendment (collectively, the “Noteholders”).
Blanket Agreement for Advances and Security AgreementBlanket 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 S. High St., Hillsboro, Ohio 45133 (hereinafter called the “Borrower”), in consideration of advances (as further defined in Section 1 below) 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 CTNC1NNATI (hereinafter called the “Bank”), hereby grants to the Bank a security interest in and collateral assignment of all of the Borrower’s assets or rights to the extent listed and defined in Section 2 below and hereunder, and in any Addendum hereto, now or hereafter acquired, and all proceeds and products thereof, cash or non-cash, to secure the payment of all such advances and all other indebtedness and liabilities of the Borrower to the Bank, now existing or hereafter arising, plus interest thereon and all costs of collection and legal expenses incurred by the Bank in collecting and/or enforcing any of such liabilities or re
SEVERANCE AGREEMENTSeverance Agreement • March 31st, 2004 • National Consumer Cooperative Bank /Dc/ • Personal credit institutions • District of Columbia
This Severance Agreement (“Agreement”) is entered into as of this 11th day of April, 1996, by and between the National Consumer Cooperative Bank, a banking corporation organized under the laws of the United States (“the Bank”) , and Charles E. Snyder, a resident of Virginia.
December 28, 1999 National ConsumerMaster Shelf Agreements • March 31st, 2004 • National Consumer Cooperative Bank /Dc/ • Personal credit institutions
FIRST AMENDMENT Dated as of December 15, 2003 to NOTE PURCHASE AGREEMENT Dated as of January 8, 2003Note Purchase Agreement • March 31st, 2004 • National Consumer Cooperative Bank /Dc/ • Personal credit institutions • New York
This First Amendment dated as of December 15, 2003 (the or this “First Amendment”) to the Note Purchase Agreement dated as of January 8, 2003 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”).
AMENDMENT NO. 3 TO FOURTH AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • March 31st, 2004 • National Consumer Cooperative Bank /Dc/ • Personal credit institutions
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”);
DEFERRED COMPENSATION AGREEMENTDeferred Compensation Agreement • March 31st, 2004 • National Consumer Cooperative Bank /Dc/ • Personal credit institutions • District of Columbia
This Deferred Compensation Agreement (“Agreement”) is entered into as of this 4th day of November 1994, by and between the National Consumer Cooperative Bank, a corporation organized under the laws of the United States ( “the Bank” ) and Charles E. Snyder, a resident of Virginia.
