Exhibit 10.49


 


FEDERAL HOME LOAN BANK OF CINCINNATI


 


Commercial Real Estate Addendum to


 


Blanket Agreement for Advances


and


Security Agreement


 


	
   

  	
  Cincinnati,
  Ohio

  
	
   

  	
   

  
	
   

  	
  10/10/2002

  



 


 


NCB, FSB


 


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.


 


1.                                       DEFINITIONS. Words with initial capital
letters used in this CRE Addendum and not defined in this CRE Addendum shall
have the meanings ascribed to them in the Blanket Agreement. This CRE Addendum
shall be deemed to be an Addendum as contemplated in the Blanket Agreement.
Commercial Real Estate Loans (CRE) are defined as those loans, other than
construction loans, secured by real estate as evidenced by mortgages or other
liens on business and industrial properties, hotels, motels, churches,
hospitals, educational and charitable institutions.


 


2.                                       GRANT OF SECURITY INTEREST. Borrower
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 this
Section 2, now or hereafter acquired, and all proceeds and products thereof
cash or non-cash, to secure the payment of all the Obligations.


 


The following additional collateral shall be
included in the Bank’s security interest:


 


100% of the Borrower’s Commercial Real Estate
Loan portfolio (including without limitation every instrument constituting all
or a part of any Commercial Real Estate Loan, including each mortgage or deed
of trust in favor of the Borrower or an affiliate of Borrower, as the case may
be, as mortgagee or beneficiary, and the notes or other instruments evidencing
indebtedness secured thereby, or any participation or residual interest
therein, complying with the requirements of the Act , whether now existing or hereafter
acquired) and all replacements


 

















 


therefor and proceeds thereof (hereinafter the “CRE Mortgage
Collateral’).


 


3.                                       EVIDENCE OF CRE MORTGAGE  COLLATERAL:
MAINTENANCE OF COLLATERAL LEVEL. The Borrower agrees to deliver to the
Bank such evidence of its interest in the CRE Mortgage Collateral and
availability of same for use as collateral pursuant hereto, all in accordance
with the Bank’s Supplemental Collateral Program Policies and Procedures in
effect from time to time and as it may be modified by the Bank from time to
time (the “Supplemental Collateral Guide”) and with the Bank’s Credit
Policy which includes the Supplemental Collateral Guide by reference, and
as the Bank may in good faith request. The Borrower agrees that all CRE
Mortgage Collateral shall be subject to audit and verification by or on behalf
of the Bank at the sole expense of the Borrower. The Borrower will at all times
maintain, as minimum CRE Mortgage Collateral hereunder, CRE Mortgage Collateral
having an aggregate collateral value acceptable to the Bank, which shall make
such determination in good faith and in conformity with the requirements of the
Supplemental Collateral Guide. If the Borrower fails to do so or if the member
no longer meets eligibility requirements as outlined in the Guide (a) the
Borrower will, within three (3) days of receipt of written notification from
the Bank, reduce its unpaid advances or other Obligations as requested in
writing by the Bank or (b) the Borrower, upon the written request of the Bank,
will immediately deposit additional collateral and/or agree to additional
security interests satisfactory to the Bank.


 


4.                                     CRE  MORTGAGE COLLATERAL. The
Borrower acknowledges that the Bank is permitting Borrower to retain in
Borrower’s possession all CRE Mortgage Collateral for purposes of servicing,
collection and foreclosure. The Borrower acknowledges that the Borrower will
hold such CRE Mortgage Collateral, and all proceeds and payments therefrom, in
trust as the Bank’s security, and for the sole benefit and subject to the
direction and control of the Bank, and upon the following additional terms and
conditions:


 


(a)                                  At
the Bank’s request and sole option, the Borrower shall immediately deliver to
the Bank an Assignment of each item of CRE Mortgage Collateral in the Bank’s
form for same. Further, at the Bank’s request and sole option, the Borrower
will physically deliver to the Bank all documentation as to CRE Mortgage
Collateral (including, without limitation, any participation certificates or
other evidence thereof) and/or endorse in favor of the Bank all or any portion
of same. Except as authorized by the Bank, the Borrower shall not withdraw any
CRE Mortgage Collateral prior to its payment in full of all Obligations. The
Borrower shall promptly notify the Bank in writing (i) whenever principal
payments in excess of ten percent (10%) of the aggregate remaining unpaid
principal balances of CRE Mortgage Collateral are made by Borrower’s customers,
(ii) whenever from time to time the value of CRE Mortgage Collateral then
pledged meeting the minimum underwriting criteria for borrowing capacity
established in the Supplemental Collateral Guide (the “Eligible CRE Mortgage
Collateral”) falls below the value of such Eligible CRE Mortgage Collateral
then required under the Supplemental Collateral Guide to support the amount of
advances by the Bank to the Borrower then outstanding and unpaid, (iii)
whenever any CRE Mortgage Collateral that the Borrower has certified, listed or
otherwise represented or warranted to the Bank is Eligible CRE Mortgage
Collateral ceases to meet the minimum underwriting criteria for borrowing
capacity then established in the Supplemental Collateral Guide, (iv) whenever
any item of Eligible CRE Mortgage Collateral is paid in full by Borrower’s
customers or involved in any foreclosure action, and/or (v) whenever


 


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any building on property subject to the lien of Eligible CRE Mortgage
Collateral is damaged by casualty or otherwise in excess of twenty-five percent
(25%) of its appraised value (but
only if the Borrower does not reasonably believe that such building can be
promptly repaired).


 


(b)                                 The
aggregate of the value of the Eligible CRE Mortgage Collateral, determined as
provided in the Supplemental Collateral Guide, that meets the minimum
underwriting criteria for providing borrowing capacity established under the
Supplemental Collateral Guide, shall be maintained at all times by the Borrower
in an amount not less than that percentage of outstanding advances required by
the Supplemental Collateral Guide. At the Bank’s request and sole option, from
time to time, the Borrower shall immediately deliver to the Bank documentation
or other evidence that the Bank determines is necessary to demonstrate that the
Eligible CRE Mortgage Collateral then complies with all eligibility, minimum
underwriting, credit administration, loan to value ratio, appraisal
documentation and other requirements for such Eligible CRE Mortgage Collateral
provided in the Supplemental Collateral Guide.


 


(c)                                  Upon
written direction from the Bank, the Borrower will deposit all collections from
Eligible CRE Mortgage Collateral in a separate bank account designated as
required by the Bank as a source from which to withdraw interest and principal
payments on the Obligations.


 


(d)                                 Unless
and until otherwise directed in writing by the Bank after the occurrence of an
event of default and only during the continuation of such event of default (and
presuming that the Bank has not accelerated the maturity of the Obligation
involved), the Borrower shall have the right to make and retain all collections
from time to time coming due on CRE Mortgage Collateral, to execute and deliver
satisfactions of or releases of such CRE Mortgage Collateral paid in full, and
to take all necessary legal action to enforce collection of delinquent
payments, including foreclosure, without disclosing this security arrangement
and trust, and to use all collections so made by the Borrower in its ordinary
course of business.


 


(e)                                  (i)
The Borrower shall keep and maintain all CRE Mortgage Collateral at all times
free and clear of pledges, liens, participation interests (unless taken or held
by an affiliate of Borrower, of which the Borrower owns or controls, directly
or indirectly, 100% of the voting stock) and encumbrances, unless the Bank
approves, or is deemed to have approved, any such pledge, lien, participation
interest or encumbrance, as provided in this Section 5(e)(i).  Borrower
shall promptly give the Bank specific and detailed written notice of any
security interest or participation in CRE Mortgage Collateral that the Borrower
has certified, listed or otherwise represented or warranted to the Bank is
Eligible CRE Mortgage Collateral taken by third party lenders, affiliates or
others. If at the time of such notice, no outstanding advances by Bank to
Borrower are secured either wholly or partially by collateral pledged by
Borrower or any affiliate of Borrower, and if the Bank does not reply in
writing to such notice by Borrower within thirty (30) days following receipt of
same, such security interest or participation of a third party lender or affiliate shall be
deemed approved.


 


(ii)                                  The
Borrower shall obtain the Bank’s written approval prior to the actual sale or
transfer of (or the granting of any participation in) such CRE Mortgage
Collateral if the aggregate value of free, clear and unencumbered CRE Mortgage
Collateral would fall


 


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below the value of such Eligible CRE Mortgage Collateral then required
under the Supplemental Collateral Guide to support the amount of advances to
the Borrower then outstanding and unpaid.


 


(f)                                    The
buildings located on each mortgaged property subject to the lien of  CRE Mortgage Collateral that the Borrower
has certified, listed or otherwise represented or warranted to the Bank is
Eligible CRE Mortgage Collateral shall be covered by all risk hazard insurance
and by insurance against all other risks customary and generally required by
mortgage lenders in the area in which the mortgaged property is located for the
type of mortgage loan involved and in an amount not less than the unpaid
balance due the Borrower by its customer on each such item of CRE Mortgage
Collateral. The Borrower will cause such insurance policies to include the
Borrower and its “successors and assigns” as loss payee under a standard
mortgagee endorsement to evidence the Bank’s mortgagee/assignee interest
therein and, if the Bank so requires, to give the Bank ten (10) days prior
notice of any policy cancellation. At the Bank’s demand, the Borrower will
physically deliver to the Bank any such insurance policies. The Bank may cause
any such mortgaged property to be insured if the Borrower fails to do so, and
any such expense shall be an additional Obligation hereunder.


 


(g)                                 Borrower
shall at all times ensure that all CRE Mortgage Collateral that Borrower has
certified, listed or otherwise represented or warranted to the Bank is Eligible
Mortgage Collateral complies with minimum underwriting, credit administration,
loan to value ratio, appraisal, documentation and other requirements for such
Eligible CRE Mortgage Collateral provided in the Supplemental Collateral Guide.


 


5.                                       WARRANTIES AND  FURTHER COVENANTS.


 


(a)                                  Borrower
hereby represents and warrants that the Borrower and/or any pledging affiliate
is the true and lawful owner of all the CRE Mortgage Collateral free and clear
of all claims, liens, encumbrances, rights of set-off, mortgages and security
interests of any nature whatsoever (except this security interest and as may be
further specified below), and Borrower covenants that it shall defend the CRE
Mortgage Collateral against and indemnify the Bank and its officers, directors
and employees related to the claims and demands of all persons.


 


(b)                                 Borrower
hereby represents and warrants that (i) the existence of all necessary power to
enter into and execute this CRE Addendum, (ii) this CRE Addendum is not in
violation of its Articles, Charter, Regulations or By-Laws, or of any federal,
state or local laws or administrative or judicial rulings, and (iii) this CRE
Addendum is enforceable in accordance with its terms.


 


(c)                                  Borrower
hereby represents and warrants that it is either a member of the Bank or a
qualified and eligible nonmember mortgagee with full powers to borrow
hereunder.


 


(d)                                 Borrower
hereby agrees to execute and deliver financing statements under the Uniform
Commercial Code, and statements or amendments thereof or supplements thereto,
recordable Assignments of CRE Mortgage Collateral, and such other instruments
as the Bank may from time to time require in order to evidence, perfect,
secure, preserve, protect and enforce


 


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the security interest hereby granted. The Bank is hereby irrevocably
appointed as Attorney-In-Fact for the Borrower in all matters pertaining to all
such perfection, preservation, protection and enforcement and evidencing same
hereunder.


 


(e)                                  Borrower
hereby represents and warrants that to the best of its knowledge all property
subject to the lien of any CRE Mortgage Collateral is free from any and all
environmental hazards. Borrower shall indemnify Bank, hold Bank harmless, and,
at the option of Bank, defend, indemnify and hold harmless Bank with counsel satisfactory
to Bank, from all liabilities, costs, damages, claims or expenses (including
without limitation attorneys’ fees and environmental consultant’s fees),
suffered, paid or incurred by Bank resulting from or arising out of any
requirement under any applicable federal, state or local law, statute,
regulation, order, judgment or decree requiring that any release of a hazardous
material, solid waste, pollutant or contaminant at any of such property be
remedied, cleaned up or lawfully disposed of.


 


(f)                                    Borrower
shall not (i) sell, offer to sell or otherwise transfer CRE Mortgage
Collateral, or pledge, mortgage or create, or suffer to exist a security
interest, claim, lien, encumbrance, right of set-off or other security interest
or collateral assignment of any kind whatsoever in the CRE Mortgage or the
proceeds or products thereof in favor of any person other than the Bank without
prior written consent of the Bank, or (ii) transfer physical possession of
notes and mortgages constituting CRE Mortgage Collateral to any third party or
affiliate without the prior written consent of the Bank.


 


(g)                                 All
taxes, assessments and governmental charges levied or assessed or imposed upon
or with respect to the CRE Mortgage Collateral,
including any property subject to the lien of any CRE Mortgage Collateral, shall be paid and if Borrower fails to
promptly pay such taxes, assessments or governmental charges, Bank may (but
shall not be required to) pay the same and any such expense shall be an
additional Obligation hereunder.


 


(h)                                 Borrower
will notify Bank promptly in writing of any change in the location of its
principal place of business or jurisdiction of incorporation, organization or
formation (including, without limitation, any merger, reorganization or other
business change). Borrower shall promptly inform Bank of any change in location
of any of the CRE Mortgage Collateral from the Borrower’s principal place of
business or otherwise. Borrower shall promptly respond to any inquiry by Bank
concerning the location of Borrower’s principal place of business, jurisdiction
of incorporation, organization or formation or the location of any of the CRE Mortgage Collateral.


 


(i)                                     Borrower
hereby represents and warrants that all CRE Mortgage Collateral that Borrower has certified, listed or
otherwise represented or warranted to the Bank is Eligible CRE Mortgage Collateral complies in all
respects with the eligibility, minimum underwriting, credit administration,
loan to value ratio, documentation and other requirements of the Supplemental
Collateral Guide.


 


Borrower shall be deemed to have restated all
representations and warranties in this CRE Addendum and the Blanket Agreement
on each occasion that Borrower requests and accepts advances from the Bank as
of such occasion.


 


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6.                                       EVENTS  OF DEFAULT: ACCELERATION.
Any one or more of the following shall constitute events of default
hereunder: (a) the making by the Borrower of any misrepresentation to the Bank
hereunder or otherwise for the purpose of obtaining loan advances or an
extension of same; (b) failure of Borrower to perform or observe any of the
provisions of this CRE Addendum or of any other instrument pertaining to the
Obligations or the CRE Mortgage Collateral (subject to a ten (10) day cure
period after written notice from the Bank is received by the Borrower); or (c)
an event of default occurs under the Blanket Agreement. An event of default
under this CRE Addendum shall be deemed an event of default under the Blanket
Agreement. Upon occurrence of any of the events of default and failure by the
Borrower to cure within the applicable cure period, if any, any or all of the
Obligations shall, at the option of the Bank and notwithstanding any time or
credit allowed by any instrument evidencing or document relating to the
Obligations, be immediately due and payable without notice or demand. The Bank
may then, without first resorting to any other property securing the
Obligations from other parties (including, without limitation, property
provided by any affiliate of Borrower), exercise any one or more of the rights
and remedies granted pursuant to the Blanket Agreement. For such purpose, the
CRE Mortgage Collateral shall be deemed “secured property.”


 


7.                                       WAIVERS:
CONTINUED LIABILITY. The Bank shall not be deemed to have waived any of
its rights in this CRE Addendum or to the CRE Mortgage Collateral unless such
waiver is in writing and signed by the Bank and such waiver shall not operate
as a waiver of any other default or of the same default on a subsequent
occasion. No release, surrender, exchange or modification of the CRE Mortgage
Collateral, and no delay, omission or forbearance in exercising any right or
power with respect to the CRE Mortgage Collateral or this CRE Addendum shall affect
the liability of the Borrower to the Bank.


 


8.                                     DURATION. The  term of this CRE Addendum shall commence with the date hereof
and end on the termination date of the Blanket Agreement.


 


9.                                     ATTORNEY-IN-FACT. Borrower hereby
appoints the Bank its irrevocable attorney-in-fact, with full power of
substitution, in its name or otherwise, but at the Borrower’s sole cost and
expense (i) to endorse on behalf of the Borrower any promissory notes or other
instruments delivered by the Borrower to the Bank, (ii) to execute and/or
record such documents and instruments as the Bank, in its sole judgment, deems
necessary or appropriate to further evidence or perfect or affect a transfer of
the security interest granted to the Bank herein or otherwise, and (iii) to
record this CRE Addendum as a power of attorney where the Bank deems
appropriate.


 


10.                                 NOTICE. Any written notice, approval,
or direction provided for in this CRE Addendum to be given by the Bank to the
Borrower shall be given as provided in the Blanket Agreement.


 


11                                  GENERAL. All rights and liabilities
hereunder shall be governed and limited by and construed in accordance with the
Act and the laws of the State of Ohio (matters related to eligibility for
advances and the rate of interest assessed by the Bank on advances or other
Obligations shall be governed solely by the Act). This CRE Addendum shall inure
to the benefit


 


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of and bind the Bank and the Borrower and their respective successors
and assigns. Any provision hereof which may prove limited or unenforceable
under any laws or judicial rulings shall not affect the validity or enforcement
of the remainder of the provision or of any other provision.


 


IN WITNESS WHEREOF, the Bank and the Borrower
have caused the respective duly authorized representatives of each to execute
this CRE Addendum, effective as of the date first written above.


 


 


	
  FEDERAL HOME
  LOAN BANK OF CINCINNATI

  	
   

  	
  Borrower: 

  	
  NCB,FSB

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/

  	
   

  	
   

  	
  By:

  	
  Robert S. Grant

  
	
   

  	
   

  	
   

  	
  Vice President

  	
   

  
	
  Printed name:  Andrew S. Howell

  	
   

  	
  [Signature
  of Officer Authorized

  
	
  Title:  Its Senior Vice President

  	
   

  	
  by Board to
  Execute this Agreement]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  And

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/

  	
   

  	
   

  	
  BY

  	
  /s/

  	
   

  
	
  Printed
  Name:  David Eastland

  	
   

  	
   

  	
  John J. Levo

  
	
  Title:  Vice
  President

  	
   

  	
   

  	
  Vice
  President

  
	
   

  	
   

  	
  [Signature
  of Officer Authorized By

  
	
   

  	
   

  	
  Board to
  Execute this Agreement

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [IMPRESS
  CORPORATE SEAL HERE]

  
	
   

  	
   

  	
   

  
	
  Witnesses of
  Signature of

  	
   

  	
   

  
	
  Borrower’s
  Officers:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Signed and
  acknowledged

  	
   

  	
   

  
	
   

  	
  In the
  presence of

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/

  	
   

  	
   

  	
   

  
	
  William
  Scott

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/

  	
   

  	
   

  	
   

  
	
  Michelle
  Ward

  	
   

  	
   

  
												



 


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  STATE OF
  OHIO

  	
   

  	
   

  
	
  COUNTY OF
  Highland                                                                 )S:

  	
   

  



 


On this day
October 10, 2002, before me appeared Robert Grant, to me personally, who being
by me duly sworn, did say that he is the Vice President of the above-named
Borrower, a corporation; that the seal affixed to the foregoing instrument is
the seal of said corporation; that said instrument was signed and sealed on
behalf of said corporation by authority of its Board of Directors; and said Vice President acknowledged
said instrument to be the free act
and deed of said corporation and
his or her free act and deed as such officer, for the uses and purposes in said instrument mentioned.


 


 


	
   

  	
  Notary
  Public 

  	
  /s/

  



 


 


Nancy E. Green, State of Ohio,
Highland County


My Commission expires on April
8, 2006


 


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