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First Amendment To Term Loan Agreement

This is an actual contract by National Consumer Cooperative Bank.
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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.

WHEREAS, the Company, GFC and CSFB are the parties to the Agreement and are also among the parties to the Fleet Loan Agreement; and

WHEREAS, the Fleet Loan Agreement has been amended by four amendments, the latest of which, Amendment No. 4, dated as of May 23, 2001, included an amendment to the financial covenants that previously were identical to the financial covenants contained in Sections 7.9(e) and (f) of the Agreement; and

WHEREAS, the parties to the Agreement desire that the amendment to such financial covenants in the Fleet Loan Agreement also be made to the Agreement;

Now, Therefore, the
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