Exhibit 10(xlvi)




 


AFFILIATE SERVICES AGREEMENT


 


This Agreement, by
and between Piedmont Community Bank Holdings, Inc. a corporation incorporated under the laws of the State of Delaware (“Piedmont”),
Crescent Financial Bancshares, Inc., a corporation incorporated under the laws of the State of Delaware (“Crescent Financial”),
Crescent State Bank, a bank organized under the laws of the State of North Carolina (“CSB”), and VantageSouth Bank,
a bank organized under the laws of the State of North Carolina (“VantageSouth”), is made and executed to be effective
as of January 1, 2012.


 


WITNESSETH:


 


WHEREAS, Piedmont owns
approximately 88% of the outstanding common stock of Crescent Financial;


 


WHEREAS, CSB is a wholly-owned
subsidiary of Crescent Financial;


 


WHEREAS, VantageSouth
is a wholly-owned subsidiary of Piedmont;


 


WHEREAS, CSB, VantageSouth
(together, the “Banks”), Crescent Financial and Piedmont (each an “Affiliate” and, collectively, the “Affiliates”)
are affiliates of one another and subject to the applicable affiliate transaction laws, rules and regulations, including Sections
23A and 23B of the Federal Reserve Act (12 USC §371c, et seq. and 12 USC §1468(a), et seq.);


 


WHEREAS, rather than
attempt to duplicate areas of expertise pertaining to, for example, management, strategic planning, accounting, regulatory compliance,
credit underwriting and collection and data processing, it is more advantageous for the Banks to procure and/or provide certain
services to/from Piedmont and/or each other; and


 


WHEREAS, Piedmont,
Crescent Financial and the Banks desire, from time to time, to provide various services to each other and each Bank desires to
purchase or provide those services in compliance with Sections 23A and 23B of the Federal Reserve Act and applicable banking regulations
and policies;


 


WHEREAS, Piedmont,
Crescent Financial and the Banks are aware of the current written guidance provided by their respective bank regulatory authorities
with respect to the payment of management fees among the Affiliates and the management of third-party risk and seek to construct
this Agreement to ensure compliance with such guidance;


 


NOW, THEREFORE, in
consideration of the mutual promises of the parties set forth in this Agreement, the parties agree as follows:


 


1.Nature of
Services.


 


As more specifically
set forth on Schedule A, a copy of which is attached to and incorporated into this Agreement and may be modified from to
time with the mutual consent of all parties, Piedmont, Crescent Financial and either Bank may from time to time propose to provide,
for a pre-determined fee, a variety of services to each other, which may include, but are not necessarily limited to the following:



    	



    	 



    



		A.	Executive management;
	 	 	 



		B.	Accounting;
	 	 	 



		C.	Budgeting;
	 	 	 



		D.	Regulatory and tax reporting;
	 	 	 



		E.	General ledger reconciliation and accounts payable;
	 	 	 



		F.	Preparation of financial reports;
	 	 	 



		G.	Internal audit;
	 	 	 



		H.	Regulatory Compliance;
	 	 	 



		I.	Data processing and IT Services;
	 	 	 



		J.	Internal security;
	 	 	 



		K.	Investment portfolio management;
	 	 	 



		L.	Liquidity and ALCO Services;
	 	 	 



		M.	Loan servicing and collection;
	 	 	 



		N.	Credit Administration and loan operations;
	 	 	 



		O.	Marketing;
	 	 	 



		P.	Human Resources and payroll processing;
	 	 	 



		Q.	Branch Management;
	 	 	 



		R.	Deposit operations; and
	 	 	 



		S.	Electronic banking, including online banking, bill pay, ATM and Debit Card processing.
	 	 	 



The services
to be provided by the parties under this Agreement are not covered transactions, as that term is defined under Sections 23A and
23B of the Federal Reserve Act (which generally entail or contemplate loans, extensions of credit, purchases of assets or issuances
of guaranties by and between affiliates).


 


2.Fees.


 


(a)For the services listed
in Section 1 of this Agreement and more specifically set forth in Schedule A, each party agrees to pay monthly fees, as
calculated in Schedule A, as modified from time to time, to the party to this Agreement providing service not later than
the tenth day of the month following the month in which the service is provided to the receiving party.


 


(b) The fees on Schedule
A shall be adjusted to reflect actual expenses at least annually or more frequently if desired by either party to the arrangement.






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 To the extent any Affiliate
receives a third party invoice for products or services provided pursuant to this Agreement to one or more Affiliates, the Affiliate
receiving such invoice shall be entitled under this Agreement to invoice the benefited parties for reimbursement based on the
formulas for expenses set forth on Schedule A or on some other rational method that reflects the proportionality of benefits
received.


 


(c)The parties to this
Agreement believe that the fees, terms and conditions of this Agreement are at least as favorable to the Banks as those prevailing
at this time for comparable services provided by a non-affiliated company. It is the belief of the parties that in the absence
of any comparable transactions, the fees, terms and conditions are at least as favorable as those that in good faith would be offered
or could be obtained from a non-affiliated company.


 


(d) The parties to this
Agreement further believe that the formulas set forth in Schedule A to calculate the fees: (A) provide an equitable proration
of the administrative overhead of the Affiliates, (B) reflect that each Bank has received, and is expected to continue to receive,
a direct benefit from the services provided hereunder and (C) reflect that each of the Banks is being compensated for the fair
value of the services it has provided under this Agreement.


 


3.Compliance with Laws.


 


(a)In providing services
to either Bank under this Agreement, Piedmont and Crescent Financial will comply with all applicable laws, regulations, and regulatory
guidance. Piedmont and Crescent Financial shall reasonably cooperate with the Banks to provide reports and, during normal business
hours and upon reasonable advance notice, access to books and records as are necessary for Banks to evaluate compliance with applicable
laws, regulations, and regulatory guidance. Piedmont and Crescent Financial shall coordinate with each Bank to deliver any required
consumer and other public disclosures.


 


(b)The parties to this
Agreement shall be responsible for responding to any consumer or other complaints arising from its provision of services under
this Agreement. If Piedmont receives any such complaints, it shall forward copies of the same to the appropriate Bank along with
copies of any response thereto and shall keep such Bank reasonably informed of the status of any corresponding complaint responses.


 


4.Monitoring and Oversight.


 


Piedmont
shall conduct or cause to be conducted periodic internal audits of all services performed for the purpose of assessing compliance
with applicable laws, regulations, and regulatory guidance. Reports of such audits shall be delivered to the Banks promptly upon
completion. If any such audit reports are not timely delivered or are in the view of either Bank insufficient to assess compliance
performance, such Bank shall have the right to cause an audit of the same.



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5.Confidentiality.


 


Piedmont
and Crescent Financial shall appropriately secure and maintain and not disclose or cause to be disclosed any nonpublic data or
information obtained from the Banks or the Banks’ customers pursuant to this Agreement except as required by law or this
Agreement.


 


6.Business Continuity.


 


Piedmont
and Crescent Financial shall maintain business continuity plans for purposes of ensuring the uninterrupted provision of the services
covered by this Agreement in the event of a disruption to its operations resulting from natural or other causes. Such plans must
be reasonable and appropriate in the view of the Banks and subject to periodic audit by the Banks.


 


7.Use of Premises and
Resources.


 


In performing
services pursuant to this Agreement, Piedmont and Crescent Financial shall be permitted to utilize the Banks’ premises and
property as reasonably necessary and the Banks shall provide reasonable access to such resources.


 


8.Indemnity.


 


Piedmont,
Crescent Financial and each of the Banks mutually agree to indemnify, save, defend and hold harmless each other and each of their
directors, officers and employees (collectively, for the purpose of this paragraph, “Insiders”), from and against,
and shall reimburse each other and their Insiders with respect to, any and all damages, liabilities, losses, obligations, actions,
suits, disbursements, claims, deficiencies, penalties, interest, expenses, fines, assessments, charges and costs (including, without
limitation, reasonable attorneys’ and expert witness’ fees, costs of investigation and court costs) of every kind imposed
on, incurred by or asserted against Piedmont, Crescent Financial, or their Insiders (or any of them) or any of the Banks or their
Insiders (or any of them) in any way relating to or arising from or out of the party’s negligence in the provision of services
pursuant to this Agreement.


 


9.Term.


 


This Agreement
shall remain in effect until termination by any party upon 60 days’ written notice. Any provision of this Agreement, including
Schedule A, may be amended from time to time by mutual consent of the applicable parties without otherwise affecting any other
terms or conditions of this Agreement.


 


10.Entire Agreement.


 





This Agreement
contains the entire agreement of the parties, and no amendment shall be valid or binding unless in writing and signed by the parties
to be bound by the amendment.



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11.Severability.


 





In the event
any term or provision of this Agreement shall be declared to be prohibited, invalid or unenforceable by a court of competent jurisdiction
or any appropriate federal regulatory agency, such term or provision shall be ineffective only to the extent of such prohibition,
invalidity or unenforceability without invalidating or rendering unenforceable the remaining terms or provisions of this Agreement.


 


12.Notices.


 


Any notice,
demand or offer required by this Agreement to be made in writing between or among the parties hereto shall be sent by registered
or certified mail or otherwise hand delivered to the main office of each party to this Agreement, to the attention of the party’s
Chief Executive Officer or President.


 


13.Assignability.


 


This Agreement
may not be assigned in whole or in part by any party except with the prior written consent of the other parties.


 


14.Authority.


 


Each party
represents that it has full right, power and authority to enter into and carry out the terms of this Agreement.


 



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IN WITNESS WHEREOF,
the parties hereto have executed this Agreement by and through their respective officers as authorized, effective the day and year
written above.


 





	 	 	 
	 	Piedmont Community Bank Holdings, Inc.
	 	 	 
	 	By:	/s/ Scott Custer
	 	Name:	Scott Custer
	 	Title:	Chief Executive Officer
	 	 	 
	 	 	 
	 	Crescent Financial Bancshares, Inc.
	 	 	 
	 	By:	/s/ Lee Roberts
	 	Name:	Lee Roberts
	 	Title:	Chief Operating Officer
	 	 	 
	 	 	 
	 	Crescent State Bank
	 	 	 
	 	By:	/s/ Terry Earley
	 	Name:	Terry Earley
	 	Title:	Chief Financial Officer
	 	 	 
	 	VantageSouth Bank
	 	 	 
	 	By:	/s/ Steve Jones
	 	Name:	Steve Jones
	 	Title:	President







 



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Schedule A


 


For management and other services indicated
in Section 1 of the Agreement rendered to Piedmont by individuals employed by CSB, Piedmont shall pay to CSB a monthly fee calculated
as follows:


 


	
         

        Employee

         
	 	% of Monthly Compensation & Bonus*
	
        Director of Strategy & Corporate
Development

        
	 	75%
	Associate, Strategy & Corporate Development	 	50%
	Controller	 	50%
	
        Office Manager

        
	 	25%
	Chief Executive Officer	 	25%
	Chief Financial Officer	 	25%
	
        Chief Operating Officer

        
	 	25%
	Executive Assistant	 	25%
	Chief Information Officer	 	10%
	Principal Accounting Officer	 	10%
	 	 	 
	*	Based upon the estimated portion of CSB employee time per month dedicated to matters directly pertaining to Piedmont.
	 	 	 	 


 





For occupancy and equipment expenses associate
with the 3600 Glenwood Avenue office location, Piedmont shall pay to CSB an annual fee in the amount of $90,816.


 


For management and other services indicated
in Section 1 of the Agreement rendered to CSB by individuals employed by VantageSouth, CSB shall pay to VantageSouth a monthly
fee calculated as follows:


 


	
         

         

        Employee

         
	 	% of Monthly Compensation & Bonus*
	
        President

        Retail Banking President

         

         

         
	 	
        80%

        80%

         

	*	Based upon the estimated portion of VantageSouth employee time per month dedicated to matters directly pertaining to CSB.
	 	 	 	 


 


 



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For management and other services indicated
in Section 1 of the Agreement rendered to VantageSouth by individuals employed by CSB, VantageSouth shall pay to CSB a monthly
fee calculated as follows:


 


	
         

         

        Employee

         
	 	% of Monthly Compensation & Bonus*
	
        Chief Credit Officer

        Executive Assistant

         
	 	
        20%

        20%

         

	*	Based upon the estimated portion of CSB employee time per month dedicated to matters directly pertaining to VantageSouth.
	 	 	 	 


 


 


For occupancy and equipment expenses associate
with the 3600 Glenwood Avenue office location, VantageSouth shall pay to CSB a monthly fee in the amount of $810.17.



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