Exhibit 10.60
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
R e: $55,000,000 5.62
% Senior Notes
Due December 28, 2006
Third
Amendment
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” ).
Recitals:
A. The Company and each of the
Noteholders have heretofore entered into the Note Purchase and
Uncommitted Master Shelf Agreement dated as of December 28,
2001 (as amended and in effect on the date hereof, the
“Note Agreement” ). The Company has heretofore
issued $55,000,000 of its 6.99 % Senior Notes Due December 28,
2006 (the “Notes” ) pursuant to the Note
Agreement. On December 28, 2006, the Company intends to issue
new 5.62% Senior Notes in the same principal amount due December
28, 2009 and use the proceeds therefrom to repay the Notes in
full.
B. The Company and the
Noteholders now desire to clarify the intent of the parties that
the Note Agreement authorizes such a new issuance of notes to repay
existing notes without violating Section 2B(1) by amending the
Note Agreement in the respects, but only in the respects,
hereinafter set forth.
C. Capitalized terms used herein
shall have the respective meanings ascribed thereto in the Note
Agreement unless herein defined or the context shall otherwise
require.
D. All requirements of law have
been fully complied with and all other acts and things necessary to
make this Third Amendment a valid, legal and binding instrument
according to its terms for the purposes herein expressed have been
done or performed.
Now, therefore , in consideration
of good and valuable consideration the receipt and sufficiency of
which is hereby acknowledged, the Company and the Noteholders do
hereby agree as follows:
Section 1.
Amendments.
Section 1.1.
Paragraph 2B(1) shall be and are hereby amended in its
entiret
