Unassociated Document


     

    
      Exhibit
10.2(b)

      


      AMENDED AND RESTATED
SUBORDINATED LOAN AGREEMENT

      


      


      This
Amended and Restated Subordinated Loan Agreement (this “Agreement”) is made to
be effective as of February 26, 2010 (the “Effective Date”) between Rurbanc Data
Services, Inc., an Ohio corporation (“Lender”), having an address of 7622 State
Route 66 N, Defiance, Ohio 43512, and New Core Holdings, Inc., a Florida
corporation (“Borrower”), having an address of 720 Gooseneck Drive, Lititz,
Pennsylvania 17543.

      


      For
valuable consideration, the receipt of which is hereby acknowledged, Borrower
and Lender hereby recite and agree as follows, intending to be legally
bound.

      


      Recitals

      


      A.  Borrower
and Lender entered into an Agreement and Plan of Merger, dated as of April 25,
2009, by and among Borrower, Lender and NC Merger Corp. (the “Plan of
Merger”).

      


      B.  In
connection with the Plan of Merger, Lender agreed to lend to Borrower the
aggregate principal amount of Five Million Dollars ($5,000,000) on the terms and
conditions stated in the Subordinated Loan Agreement, dated April 25, 2009,
between Lender and Borrower (the “Existing Loan Agreement”).

      


      C.  Pursuant
to the Existing Loan Agreement, Lender agreed to make the Second Advance (as
defined in the Existing Loan Agreement) to Borrower in the principal amount of
Two Million Dollars ($2,000,000) on the terms and conditions stated in the
Existing Loan Agreement.

      


      D.  Borrower
has not yet met the conditions for the Second Advance, but needs funds for
working capital purposes.

      


      E.  Borrower
wants Lender to make available from time to time to Borrower working capital
advances in the aggregate principal amount of up to Seven Hundred Fifty Thousand
Dollars ($750,000), which amount shall reduce the amount available, dollar for
dollar, to Borrower, when and if the conditions for the Second Advance are met,
pursuant to the Second Advance.

      


      F.  Lender
is willing to make the working capital advances available to Borrower and reduce
the amount available, dollar for dollar, to Borrower pursuant to the Second
Advance provided that Lender and Borrower amend and restate in its entirety the
Existing Loan Agreement on the terms and conditions stated herein.

      


      Agreement

      


      Section 1.1  Definitions.  As
used in this Agreement and in any certificate, document or report delivered
pursuant to this Agreement (except as otherwise defined herein or in such
certificate, document or report), the following terms shall have the following
meanings:

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      “Advances” means the
Initial Advance, the Second Advance and the Working Capital
Advances.

      


      “Amendment to Security
Agreement” means the Amendment to the Security Agreement, in the form
attached hereto as Exhibit F, dated as of the Effective Date, between Lender and
Borrower, pursuant to which the Security Agreement is amended to provide that
Borrower grants a security interest to Lender in all of Borrower’s assets to
secure Borrower’s obligations to Lender under this Agreement and the Working
Capital Notes in addition to Borrower’s obligations under the Existing Loan
Agreement, the Initial Advance Note and the Second Advance Note.

      


      “Authorized Officer”
means the chief executive officer, the chief financial officer or the treasurer
of Borrower.

      


      “Borrower” has the
meaning given to it in the preamble.

      


      “Business Day” means
any day excluding Saturday, Sunday or any day that is, in Defiance, Ohio or
Cincinnati, Ohio, a legal holiday or a day on which banking institutions are
authorized by law or a Governmental Authority to close.

      


      “Collateral” has the
meaning set forth in the Security Agreement.

      


      “Commitment” means the
commitment of Lender to make the Advances to Borrower up to the maximum
aggregate principal amount of $5,000,000, in all cases subject to the terms and
conditions of this Agreement.

      


      “Computed Valuation of New
Core” has the meaning set forth in Section 2.2(a) of the Plan of
Merger.

      


      “Confidentiality and Stand
Still Agreement” means the Confidentiality and Stand Still Agreement,
dated as of November 5, 2008, between Borrower and Lender with respect to
Borrower’s and Lender’s mutual agreements regarding confidentiality and to stand
still on any purchase of related company securities.

      


      “Contractual
Obligation” means, as to any Person, any provision of any security issued
by such Person or of any agreement, instrument or undertaking to which such
Person is a party or by which it or any of its property is bound.

      


      “Converted Contract”
means a contract with a financial institution under which the financial
institution has converted to, or installed, the New Core Software, and is fully
operational, evidenced by a certificate executed by the financial institution to
the effect that the New Core Software has been successfully integrated into such
financial institution’s products and services and is operating, subject to one
or more issues identified by the financial institution on such certificate
which, in the aggregate, do not affect the overall functionality of the
system.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      “Debt” of Borrower
means, at any date, without duplication (a) any indebtedness for borrowed money
which Borrower directly or indirectly created, incurred, assumed, endorsed
(other than for collection in the ordinary course of business), discounted with
recourse or in respect of which Borrower is otherwise directly or indirectly
liable including, without limitation, indebtedness in effect guaranteed by
Borrower through any agreement (contingent or otherwise) to purchase, repurchase
or otherwise acquire such indebtedness or any security therefor, or to provide
funds for the payment or discharge of such indebtedness or any liability of the
obligor of such indebtedness (whether in the form of loans, advances, stock
purchases, capital contributions or otherwise) or to maintain the solvency or
other financial condition of the obligor of such indebtedness, in any such case
if the purpose or intent of such agreement is to provide assurance that such
indebtedness will be paid or discharged, or that any agreement relating thereto
will be complied with, or that the holders of such indebtedness will be
protected against loss in respect thereof; (b) any indebtedness, whether or not
for borrowed money, which Borrower has incurred, assumed, guaranteed or with
respect to which Borrower has become directly or indirectly liable (including,
without limitation, through any agreement of the character referred to in clause
(a) hereof) and which represents or has been incurred to finance the purchase
price of any property or business, whether by purchase, consolidation, merger or
otherwise; and (c) any indebtedness, whether or not for borrowed money, which is
secured by any mortgage, pledge, security interest, lien or conditional sale or
other title retention agreement existing on any property owned or held by
Borrower subject thereto, whether or not Borrower has any personal liability for
such indebtedness.

      


      “Default” means an
event or condition which would constitute an Event of Default with the giving of
notice, lapse of time or otherwise.

      


      “Default Rate” means a
rate per annum equal to (a) five percent (5%) plus (b) the interest rate on the
Advances in effect prior to an Event of Default.

      


      “Escrow Agent” means
Iron Mountain Intellectual Property Management, Inc., a Delaware
corporation.

      


      “Escrow Agreement”
means the Three-Party Escrow Service Agreement, a copy of which is attached as
Exhibit A hereto, entered into effective May 1, 2009 among Borrower, Lender and
Escrow Agent, pursuant to which (a) the Escrow Materials are held as collateral
for the obligations evidenced by the Existing Loan Agreement and, from and after
the Effective Date,  this Agreement, including without limitation the
Initial Advance Note, the Second Advance Note and the Working Capital Notes, and
(b) the Escrow Materials are held in escrow pursuant to the Reseller Software
License and Support Agreement.

      


      “Escrow Materials”
means the New Core Software, including but not limited to: the Source Code for
the New Core Software;  all code (and any third-party code) necessary
to compile and operate the foregoing; all documentation as would be useful or
necessary to enable a reasonably skilled programmer to maintain the software;
descriptions of all compilers, assemblers, other computer programs, related
documentation and other materials that are necessary or useful to use, maintain,
modify and prepare derivative works from such source code; all information,
documentation and materials relating to the installation of the New Core
Software and its integration with or into end users’ computer systems; and the
instructions and/or Source Code for all modifications or customizations done for
end users, whether on the end users’ computer systems or on computers systems
hosted for end users.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      “Event of Default”
shall have the meaning set forth in Section 8.1(a).

      


      “Final Spin-Off Date”
means December 31, 2010 or such later date as Borrower and Lender may mutually
agree.

      


      “GAAP” means generally
accepted accounting principles in the United States in effect at the time any
determination is made or financial statement is required hereunder as
promulgated by the American Institute of Certified Public Accountants, the
Accounting Principles Board, the Financial Accounting Standards Board or other
body existing from time to time that is authorized to establish or interpret
such principles.

      


      “Governmental
Authority” shall mean the U.S. government, central bank or comparable
U.S. governmental agency, any state or other political subdivision thereof and
any entity exercising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to government.

      


      “Initial Advance”
means the term loan from Lender to Borrower in the principal amount of Three
Million Dollars ($3,000,000) that was made, subject to the terms and conditions
hereof, on the Initial Advance Date, April 29, 2009.

      


      “Initial Advance Date”
means the date on which the Initial Advance was made, April 29,
2009.

      


      “Initial Advance Maturity
Date” means the date that is the fifth anniversary of the Initial Advance
Date.

      


      “Initial Advance Note”
means the promissory note, dated April 29, 2009, a copy of which is attached
hereto as Exhibit B, in the principal amount of Three Million Dollars
($3,000,000), executed by Borrower to the order of Lender and evidencing
Borrower’s obligations to repay to Lender the Initial Advance, including
interest thereon.

      


      “Lender” has the
meaning given to it in the preamble.

      


      “Lien” means any
mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance,
lien (statutory or other), security interest, preference, priority or other
security agreement, including without limitation, any conditional sale or other
title retention agreement, and the filing of any financing statement under the
Uniform Commercial Code or comparable law of any jurisdiction in respect of any
of the foregoing.

      


      “Loan Documents” means
this Agreement, the Security Agreement, the Amendment to Security Agreement, the
Notes and, unless the context otherwise requires, the Escrow
Agreement.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      “Material Adverse
Effect” means any occurrence of whatever nature (including any
determination in litigation, arbitration or governmental proceeding or
investigation) which has or is reasonably likely to have a materially adverse
effect on:

       

      (a)  the
assets, business, profits, properties, condition (financial or otherwise),
operations or foreseeable financial prospects of Borrower; or

      


      (b)  the
ability of Borrower to perform any of its payment or other obligations under
this Agreement, the Notes, any other Loan Documents or the transactions
contemplated hereby and thereby.

      


      “Merger” means the
merger of Borrower and Lender, with Lender being the surviving corporation, in
accordance with the terms of the Plan of Merger.

      


      “Merger Date” means
the date, if any, on which the Merger is consummated.

      


      “New Core Software”
means NCBS’s “Single Source” product, in both Source Code and object code
versions, which is a financial industry server-based software application built
within an Oracle relational database structure utilizing the Microsoft “.net”
safe code framework and which is more fully described in Schedule A to the
Reseller Software License and Support Agreement, as revised, enhanced and
updated from time to time, including its documentation and any enhancements,
patches, revisions and updated versions of such software.

      


      “Notes” means the
Initial Advance Note, the Second Advance Note and the Working Capital
Notes.

      


      “One Year FHLBB Advance
Rate” means, on any date of determination, the rate per annum equal to
the interest rate the Federal Home Loan Bank of Cincinnati charges on fixed rate
advances with a maturity of one year made to its members.

      


      “Person” means an
individual, partnership, corporation, limited liability company, business trust,
joint stock company, trust, unincorporated association, joint venture,
Governmental Authority or other entity of whatever nature.

      


      “Plan of Merger” has
the meaning given to it in the Recitals.

      


      “RDSI Sale” means any
of the following which occur prior to the Merger:  (a) the sale by
Rurban of a majority of the voting securities of Lender other than by Rurban to
its subsidiaries and other than to the Rurban’s shareholders in connection with
the Spin-Off; (b) the sale of all or substantially all of the assets of Lender;
or (c) the merger or consolidation of Lender with any other Person where Lender
is not the resulting or surviving entity of such merger or consolidation, except
where Rurban is the holder of a majority of the voting securities of the
resulting or surviving entity.

      


      “RDSI Sale Date” means
the date, if any, after the execution of the Plan of Merger and prior to the
Final Spin-Off Date, on which the RDSI Sale occurs.

      


      “Requirements of Law”
means, as to any Person, the articles (certificate) of incorporation or
formation, code of regulations (by-laws), operating agreement or other
organizational agreements or other governing documents of such Person, and any
law, statute, treaty, rule or regulation or determination of an arbitrator or a
court or other Governmental Authority, in each case applicable to or binding
upon such Person or any of its property or to which such Person or any of its
property is subject.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      “Reseller Software License
and Support Agreement” means the Reseller Software License and Support
Agreement, dated as of April  25, 2009, between Borrower and
Lender.

      


      “Rurban” means Rurban
Financial Corp., an Ohio corporation and sole shareholder of
Lender.

      


      “Second Advance” means
the term loan from Lender to Borrower in the principal amount of One Million Two
Hundred Fifty Thousand Dollars ($1,250,000) (which is $2,000,000 less the
aggregate principal amount of the Working Capital Advances) to be made, subject
to the terms and conditions hereof, on the Second Advance Date.

      


      “Second Advance Date”
means the date on which the Second Advance is made.

      


      “Second Advance Maturity
Date” means the date that is the fifth anniversary of the Second Advance
Date.

      


      “Second Advance Note”
means the promissory note in the form attached hereto as Exhibit C, in the
principal amount of One Million Two Hundred Fifty Thousand Dollars ($1,250,000)
(which is $2,000,000 less the aggregate principal amount of the Working Capital
Advances), executed by Borrower to the order of Lender and evidencing Borrower’s
obligations to repay to Lender the Second Advance, including interest
thereon.

      


      “Security Agreement”
means the Security Agreement, a copy of which is attached hereto as Exhibit D,
dated as of April 29, 2009, between Lender and Borrower pursuant to which
Borrower grants a security interest to Lender in all of Borrower’s assets to
secure Borrower’s obligations to Lender under the Existing Loan Agreement,
Initial Advance Note and Second Advance Note.

      


      “Source Code” means
the software program instructions in text (human readable) format that once
translated or compiled into machine readable form (also know as a “object code
version”) can be loaded into a computer and will produce the same features and
functions as the production software.  “Source Code” includes, but is
not limited to, all documentation and operating comments that allow an
understanding of the software’s logic and structure.

      


      “Spin-Off” means the
distribution of not less than 80% of the outstanding shares of common stock of
Lender to the then-existing shareholders of Rurban.

      


      “Voting Agreement(s)”
means the agreement(s) of certain shareholders of Borrower pursuant to which
they agree to (a) vote for the adoption and approval of the Plan of Merger and
the Merger and (b) not transfer their shares of Borrower prior to the
consummation of the Merger, subject to certain limited exceptions.

      


      “Working Capital
Advance” means a working capital advance made available from time to time
by Lender for Borrower for working capital purposes pursuant to this Agreement,
but shall not include the Initial Advance or the Second Advance, and “Working Capital
Advances” shall mean all of the Working Capital Advances collectively,
provided that the aggregate principal amount of all Working Capital Advances
shall not exceed Seven Hundred Fifty Thousand Dollars ($750,000).

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      “Working Capital Advance
Date” means, with respect to a Working Capital Advance, the date on which
such Working Capital Advance is made, provided that no Working Capital Advance
Date shall be later than December 31, 2010.

      


      “Working Capital Advance
Maturity Date” means, with respect to a Working Capital Advance, the date
that is the fifth anniversary of the Working Capital Advance Date for such
Working Capital Advance.

      


      “Working Capital Note”
means, with respect to a Working Capital Advance, the promissory note in the
form attached to this Agreement as Exhibit G, dated the date of such Working
Capital Advance, in the principal amount of such Working Capital Advance,
executed by Borrower to the order of Lender and evidencing Borrower’s obligation
to repay to Lender such Working Capital Advance, including interest thereon, and
“Working Capital
Notes” shall mean all of the Working Capital Notes
collectively.

      


      


      Section 1.2  Use of
Terms.  Unless otherwise
defined or the context otherwise requires, terms for which meanings are provided
in this Agreement shall have such meanings when used in the exhibits and
schedules hereto, the other Loan Documents and any other communications
delivered from time to time in connection with this Agreement.  Terms
defined in the singular shall have a comparable meaning when used in the plural,
and vice versa, unless otherwise defined in the plural.

      


      Section 1.3  Cross
References; Headings.  The words
“hereof”, “herein” and “hereunder” and words of similar import when used in this
Agreement or in any of the other Loan Documents shall refer to this Agreement or
such Loan Documents as a whole and not to any particular provision of this
Agreement or such Loan Documents.  Section, article, schedule and
exhibit references contained in this Agreement are references to sections,
articles, schedules and exhibits in or to this Agreement unless otherwise
specified.  Any reference in any section or definition to any clause
is, unless otherwise specified, to such clause of such section or
definition.  The various headings in this Agreement and the other Loan
Documents are inserted for convenience of reference only and shall not affect
the meaning or interpretation of this Agreement or the other Loan Documents or
any provision hereof or thereof.

      


      Section 1.4  Accounting
Terms.  Any accounting
term used in this Agreement and in the other Loan Documents and any certificate
or other document made or delivered pursuant hereto or thereto that is not
specifically defined shall have the meaning customarily given in accordance with
GAAP; provided, however, that in the event that changes in GAAP shall be
mandated by the Financial Accounting Standards Board, or any similar accounting
body of comparable standing, and to the extent that such changes would modify or
could modify such accounting terms or the interpretation or computation thereof,
such changes shall be followed in defining such accounting terms only from and
after the date Borrower and Lender shall have amended this Agreement to the
extent necessary to reflect any such changes in the financial covenants and
other terms and conditions of this Agreement.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      ARTICLE
II

      


      Advances;
Repayment

      


      Section 2.1  Initial
Advance; Principal Due Date.  Provided that all
of the conditions set forth in Section 3.1 hereof are satisfied, Lender shall
make the Initial Advance to Borrower within five Business Days following April
25, 2009.  Unless sooner due because of an acceleration as a result of
an Event of Default, the principal amount of the Initial Advance shall be due
and payable on the Initial Advance Maturity Date, provided, that (a) if neither
the Spin-Off nor the RDSI Sale occurs on or before the Final Spin-Off Date, the
principal amount of the Initial Advance shall be due and payable on the later of
the Initial Advance Maturity Date and 36 months after the Final Spin-Off Date or
(b) if the RDSI Sale occurs, the principal amount of the Initial Advance shall
be due and payable on the later of the Initial Advance Maturity Date and 36
months after the RDSI Sale Date.

      


      Section 2.2  Second
Advance; Principal Due Date.  Provided that all
of the conditions set forth in Section 3.2 hereof are satisfied, Lender shall
make the Second Advance to Borrower on the Second Advance
Date.  Unless sooner due because of an acceleration as a result of an
Event of Default, the principal amount of the Second Advance shall be due and
payable on the Second Advance Maturity Date, provided, that (a) if neither the
Spin-Off nor the RDSI Sale occurs on or before the Final Spin-Off Date, the
principal amount of the Second Advance shall be due and payable on the later of
the Second Advance Maturity Date and 36 months after the Final Spin-Off Date, or
(b) if the RDSI Sale occurs, the principal amount of the Second Advance shall be
due and payable on the later of the Second Advance Maturity Date and 36 months
after the RDSI Sale Date.

      


      Section 2.3  Working
Capital Advances; Principal Due Date.  Provided that all
of the conditions set forth in Section 3.3 hereof are satisfied at such time,
Lender (i) shall make the first Working Capital Advance to Borrower on the
Working Capital Advance Date for such Working Capital Advance and (ii) commits
to make the additional Working Capital Advances on each subsequent Working
Capital Advance Date.  Unless sooner due because of an acceleration as
a result of an Event of Default, the principal amount of each Working Capital
Advance shall be due and payable on the Working Capital Advance Maturity Date
for such Working Capital Advance, provided, that (a) if neither the Spin-Off nor
the RDSI Sale occurs on or before the Final Spin-Off Date, the aggregate
principal amount of the Working Capital Advances shall be due and payable on the
later of the Working Capital Advance Maturity Date applicable to the first
Working Capital Advance and 36 months after the Final Spin-Off Date, or (b) if
the RDSI Sale occurs, the aggregate principal amount of the Working Capital
Advances shall be due and payable on the later of the Working Capital Advance
Maturity Date applicable to the first Working Capital Advance and 36 months
after the RDSI Sale Date.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Section 2.4  Interest
Rate; Interest Due Date(s).  The Advances
shall bear interest from the Initial Advance Date and separately from the (i)
Second Advance Date and (ii) the applicable Working Capital Advance Date at the
rate per annum equal to three percent (3%) plus the One Year FHLBB Advance Rate
as in effect on the date of such Advance.  The interest rate shall
adjust on each anniversary of the Initial Advance, the Second Advance and the
applicable Working Capital Advance, as appropriate, to a rate per annum equal to
three percent (3%) plus the One Year FHLBB Advance Rate in effect on such
anniversary date.  Interest shall accrue and shall be due and payable
on the Final Spin-Off Date, provided, that (a) if neither the Spin-Off nor the
RDSI Sale occurs on or before the Final Spin-Off Date, Borrower shall pay all
accrued interest on the Final Spin-Off Date, and any interest accrued thereafter
shall be due and payable monthly on the first day of each following month, or
(b) if the RDSI Sale occurs, Borrower shall pay all accrued interest on the RDSI
Sale Date, and any interest accrued thereafter shall be due and payable monthly
in arrears on the first day of each month thereafter.  Any Advances that are
not paid when due shall bear interest at the Default Rate.

      


      Section 2.5  Notes.  Each of the
Advances made by Lender to Borrower pursuant hereto shall be evidenced by an
Initial Advance Note, a Second Advance Note or a Working Capital Note, as
appropriate, each payable to the order of Lender in an aggregate amount equal to
the principal amount of the Initial Advance, the Second Advance, or the
applicable Working Capital Advance, as appropriate.  Each Note shall
(i) be dated as of the date such Note is issued, (ii) be in a principal amount
corresponding to the Initial Advance, the Second Advance, or the applicable
Working Capital Advance, as appropriate, (iii) bear interest as determined
pursuant to this Agreement, (iv) mature as provided in this Agreement, and (v)
require accrued interest to be paid in accordance with the terms of this
Agreement.

      


      Section 2.6  Prepayment.  The Advances may
be prepaid in whole or in part at any time without penalty.

      


      Section 2.7  Use of
Proceeds.  Borrower
represents and agrees that the proceeds of the Advances made hereunder shall be
used by Borrower for working capital, funding software development, repayment of
principal and interest on shareholder loans as permitted in Section 6.5, and
general corporate purposes.

      


      Section 2.8  Conversion
of Notes to Equity.
Any or all of the Initial Advance Note, the Second Advance Note or any
Working Capital Note may be converted to equity in Borrower (a) at any time upon
the mutual agreement of Borrower and Lender or (b) by Borrower if the merger and
acquisition is not completed in accordance with the Plan of
Merger.  In either case, the valuation for the equity conversion shall
be based on the same model as the Computed Valuation of New
Core.  Borrower may choose to pay a portion of the principal amount of
the Note(s) so converted and accrued interest thereon in cash so that, after
giving effect to the conversion of the Note(s), Lender’s equity interest in
Borrower is no more than 25%.  As a condition to the conversion of any
or all of the Notes (or any portion thereof) to equity pursuant to this Section
2.8, Borrower and its shareholders shall enter into a shareholders’ agreement
with Lender that (i) contains provisions substantially in the form set forth in
Exhibit E attached hereto, pursuant to which Lender will be entitled to tag
along/drag along rights and financial information rights, and (ii) provides
customary registration rights to Lender.

      


      Section 2.9  Subordination.  The Debt
evidenced by this Agreement and the Notes shall be junior and subordinate to all
of Borrower’s Debt for borrowed money except for Borrower’s Debt existing as of
April 25, 2009 or thereafter arising to Borrower’s shareholders (the
“Shareholder Loans”).  This Agreement, the Notes and the other Loan
Documents shall, at the request of Borrower or Lender, bear an appropriate
legend evidencing this subordination.  Nothing in this Section 2.9 is
intended to mitigate or supersede Borrower’s right to pay the Shareholder Loans
as permitted under Section 6.5.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      ARTICLE
III

      


      Conditions to
Lending

      


      Section
3.1  Conditions to Initial
Advance.

      


      The
agreement of Lender to make the Initial Advance hereunder is subject to the
satisfaction of the following conditions precedent:

      


      (a)  Representations
and Warranties.  Each of the
representations and warranties made by Borrower in or pursuant to this
Agreement, the Initial Advance Note or any other Loan Document delivered in
connection herewith or therewith shall be true and correct in all material
respects on and as of April 25, 2009.

      


      (b)  No
Default.  No Default or
Event of Default shall have occurred and be continuing on the Initial Advance
Date or after giving effect to the Initial Advance requested by Borrower to be
made on such date.

      


      (c)  Conversion
of First Bank to New Core Software.  The first
financial institution shall be subject to a Converted Contract being in place
using the New Core Software.

      


      (d)  Loan
Documents.  Lender shall have
received (i) this Agreement, executed and delivered by a duly authorized officer
of Borrower, (ii) the Initial Advance Note, conforming to the requirements
hereof, executed and delivered by a duly authorized officer of Borrower, and
(iii) the Security Agreement, conforming to the requirements hereof, executed
and delivered by a duly authorized officer or representative of
Borrower.

      


      (e)  Software
Documents.  Borrower and
Lender shall have executed the Reseller Software License and Support Agreement
and the Escrow Agreement.

      


      (f)  Plan of
Merger; Voting Agreements.  Lender shall have
received evidence to its satisfaction that the Plan of Merger, the Voting
Agreement(s) and all other agreements contemplated thereby to be executed before
or simultaneously with the Plan of Merger have been duly executed and delivered
by all necessary parties thereto.

      


      (g)  Consents.  Lender shall have
received true copies (in each case certified as to authenticity on such date by
such Person as may be appropriate or may be reasonably required by Lender) of
all documents and instruments, including all consents, authorizations and
filings, required or advisable under any Requirements of Law or by any
Contractual Obligation in connection with the execution, delivery, performance,
validity and enforceability of this Agreement, the Initial Advance Note and the
Security Agreement, and such consents, authorizations and filings shall be
reasonably satisfactory in form and substance to Lender and its counsel and be
in full force and effect.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (h)  Corporate
Documents.  Lender shall have
received true and complete certified copies of Borrower’s articles (certificate)
of incorporation, code of regulations (by-laws), or other governing documents,
and a copy of the resolutions (in form and substance satisfactory to Lender) of
the board of directors (or other governing Person or board) of Borrower
authorizing (i) the execution, delivery and performance of the Existing Loan
Agreement, the Initial Advance Note and the other Loan Documents (other than
this Agreement, the Amendment to Security Agreement, (ii) the consummation of
the transactions contemplated thereby, (iii) the borrowing and other financial
transactions provided for therein, and (iv) the documents provided for in the
Existing Loan Agreement, certified by the secretary or an assistant secretary
(or other appropriate representative) of Borrower.  Such certificate
shall state that the resolutions set forth therein have not been amended,
modified, revoked or rescinded as of the Initial Advance Date.

      


      (i)  Good
Standing Certificates.  Lender shall have
received copies of certificates dated as of a recent date from the Secretary of
State, or other appropriate authority, of such jurisdiction, evidencing the good
standing (or comparable status) of Borrower in the jurisdiction of its
incorporation.

      


      (j)  Incumbency
Certificates.  Lender shall have
received a certificate of the secretary or an assistant secretary (or other
appropriate representative) of Borrower as to the incumbency and signature of
the officer(s) or other representatives of Borrower executing this Agreement,
the Initial Advance Note, the Security Agreement and the Escrow Agreement and
any certificate or other documents to be delivered pursuant hereto or
thereto.

      


      (k)  UCC
Searches; Release of Existing Liens. Lender shall have received
(i) appropriate UCC security interest searches which name Borrower (and any
predecessor name of Borrower including, without limitation, New Core Banking
Systems, LLC and Core ASP, LLC), as a “debtor”; and (ii) all filing receipts,
acknowledgments or other evidence satisfactory to it evidencing any recordation
or filing necessary to release all Liens (except Liens permitted
hereby).

      


      (l)  Financial
Information.  Lender shall have
received a copy of the financial statements referred to in Section 4.7 that are
available as of April 29, 2009.

      


      (m)  No
Litigation. No
suit, action, investigation, inquiry or other proceeding (including, without
limitation, the enactment or promulgation of a statute or rule) by or before any
arbitrator or any Governmental Authority shall be pending and no preliminary or
permanent injunction or order by a state or federal court shall have been
entered (i) in connection with this Agreement, the Initial Advance Note, the
other Loan Documents or any of the transactions contemplated hereby or thereby,
or (ii) which, in the reasonable judgment of Lender, would have a Material
Adverse Effect.

      


      (n)  No
Violation.  The consummation
of the transactions contemplated hereby and by the Notes and the other Loan
Documents shall not contravene, violate or conflict with, nor involve Lender in
a violation of, any Requirement of Law.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (o)  Additional
Documents.  Lender shall have
received each additional document, instrument or item of information reasonably
requested by Lender.

      


      (p)  Additional
Matters. All
corporate and other proceedings, and all documents, instruments and other legal
matters in connection with the transactions contemplated by this Agreement, the
Initial Advance Note and the other Loan Documents shall be reasonably
satisfactory in form and substance to Lender.

      


      Section 3.2  Conditions
to Second Advance.

      


      The
agreement of Lender to make the Second Advance is subject to the satisfaction of
the following conditions precedent as of the Second Advance Date:

      


      (a)  No
Default.  No Default or
Event of Default shall have occurred and be continuing on the Second Advance
Date or after giving effect to the Second Advance requested by Borrower to be
made on such date.

      


      (b)  Conversion
of Fifth Bank to New Core Software.  The fifth
financial institution shall be subject to a Converted Contract being in place
using the New Core Software.

      


      (c)  Second
Advance Note.  Lender shall have
received the Second Advance Note, conforming to the requirements hereof,
executed and delivered by a duly authorized officer of Borrower.

      


      (d)  Representations
and Warranties.  Each of the
representations and warranties made by Borrower in or pursuant to this
Agreement, the Notes or any other Loan Document delivered in connection herewith
or therewith shall be true and correct in all material respects on and as of
such date as if made on and as of such date, unless stated to relate to a
specific earlier date.

      


      (e)  No
Litigation. No
litigation, investigation or proceeding before or by any arbitrator or
Governmental Authority shall be continuing or threatened against Borrower
questioning the enforceability of, or Borrower's authority to enter into, this
Agreement, the Notes or the other Loan Documents.

      


      (f)  Consents.  Lender shall have
received true copies (in each case Certified as to authenticity on such date by
such Person as may be appropriate or may be reasonably required by Lender) of
all documents and instruments, including all consents, authorizations and
filings, required or advisable under any Requirements of Law or by any
Contractual Obligation in connection with the execution, delivery, performance,
validity and enforceability of the Second Advance Note, and such consents,
authorizations and filings shall be reasonably satisfactory in form and
substance to Lender and its counsel and be in full force and
effect.

      


      (g)  Additional
Documents.  Lender shall have
received each additional document, instrument or item of information reasonably
requested by Lender.

      


      (h)  Additional
Matters. All
corporate and other proceedings, and all documents, instruments and other legal
matters in connection with the transactions contemplated by this Agreement, the
Notes and the other Loan Documents shall be reasonably satisfactory in form and
substance to Lender.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Section 3.3  Conditions
to Working Capital Advances.

      


      The
agreement of Lender to make each Working Capital Advance hereunder is subject to
the satisfaction of the following conditions precedent as of such Working
Capital Advance Date, or where indicated, as of the first Working Capital
Advance Date:

      


      (a)  Representations
and Warranties.  Each of the
representations and warranties made by Borrower in or pursuant to this
Agreement, any Working Capital Note or any other Loan Document delivered in
connection herewith or therewith shall be true and correct in all material
respects on and as of such date as if made on and as of such date, unless stated
to relate to a specific earlier date.

      


      (b)  No
Default.  No Default or
Event of Default shall have occurred and be continuing on such Working Advance
Date or after giving effect to the Working Capital Advance requested by Borrower
to be made on such date.

      


      (c)  Loan
Documents.  Lender shall have
received (i) this Agreement, executed and delivered by a duly authorized officer
of Borrower, (ii) the Working Capital Note with respect to such Working Capital
Advance, conforming to the requirements hereof, executed and delivered by a duly
authorized officer of Borrower, and (iii) the Amendment to Security Agreement,
conforming to the requirements hereof, executed and delivered by a duly
authorized officer or representative of Borrower.

      


      (e)  Consents.  Prior to the
first Working Capital Advance, Lender shall have received true copies (in each
case certified as to authenticity on such date by such Person as may be
appropriate or may be reasonably required by Lender) of all documents and
instruments, including all consents, authorizations and filings, required or
advisable under any Requirements of Law or by any Contractual Obligation in
connection with the execution, delivery, performance, validity and
enforceability of this Agreement, the Working Capital Notes, and the Amendment
to Security Agreement, and such consents, authorizations and filings shall be
reasonably satisfactory in form and substance to Lender and its counsel and be
in full force and effect.

      


      (f)  Incumbency
Certificates.  Prior to the
first Working Capital Advance, Lender shall have received a certificate of the
secretary or an assistant secretary (or other appropriate representative) of
Borrower as to the incumbency and signature of the officer(s) or other
representatives of Borrower executing this Agreement, the Working Capital Notes,
the Amendment to Security Agreement and any certificate or other documents to be
delivered pursuant hereto or thereto, and such certificate shall remain in full
force and effect without amendment, modification, revocation or rescission as of
the applicable Working Capital Advance Date.

      


      (g)  UCC
Searches; Release of Existing Liens. Prior to the first Working
Capital Advance, Lender shall have received (i) appropriate UCC security
interest searches which name Borrower (and any predecessor name of Borrower
including, without limitation, New Core Banking Systems, LLC and Core ASP, LLC),
as a “debtor”; and (ii) all filing receipts, acknowledgments or other evidence
satisfactory to it evidencing any recordation or filing necessary to release all
Liens (except Liens permitted hereby).

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (h)  Financial
Information.  Prior to the
first Working Capital Advance, Lender shall have received a copy of the
financial statements referred to in Section 4.7.

      


      (i)  No
Litigation. No
suit, action, investigation, inquiry or other proceeding (including, without
limitation, the enactment or promulgation of a statute or rule) by or before any
arbitrator or any Governmental Authority shall be pending and no preliminary or
permanent injunction or order by a state or federal court shall have been
entered (i) in connection with this Agreement, any of the Working Capital Notes,
the other Loan Documents or any of the transactions contemplated hereby or
thereby, or (ii) which, in the reasonable judgment of Lender, would have a
Material Adverse Effect.

      


      (j)  No
Violation.  The consummation
of the transactions contemplated hereby and by the Notes and the other Loan
Documents shall not contravene, violate or conflict with, nor involve Lender in
a violation of, any Requirement of Law.

      


      (k)  Additional
Documents.  Lender shall have
received each additional document, instrument or item of information reasonably
requested by Lender.

      


      (l)  Additional
Matters. All
corporate and other proceedings, and all documents, instruments and other legal
matters in connection with the transactions contemplated by this Agreement, the
Working Capital Notes and the other Loan Documents shall be reasonably
satisfactory in form and substance to Lender.

      


      ARTICLE
IV

      


      Representations and
Warranties

      


      Borrower
represents and warrants to Lender that:

      


      Section 4.1  Good
Standing and Qualification. Borrower (i) is a
corporation duly incorporated, organized, validly existing and in good standing
under the laws of the jurisdiction of its incorporation, (ii) has all requisite
power and authority to own and operate its properties and to carry on its
business as presently conducted, (iii) is duly qualified as a foreign
corporation to do business in, and is in good standing (or comparable status)
under the laws of, each jurisdiction where, by the nature of its business or
because of the character of the properties owned or leased by it or the
transaction of its business, failure to be so qualified would have a Material
Adverse Effect or where failure to qualify would affect the ability of Borrower
to enforce any of its material rights, and (iv) is in compliance with all
Requirements of Law except to the extent that the failure to comply therewith
would not, in the aggregate, have a Material Adverse Effect.

      


      Section 4.2  Authority.  Borrower has full
power and authority (i) to enter into this Agreement and all other Loan
Documents, (ii) to make the borrowings contemplated by this Agreement, (iii) to
execute, deliver and perform this Agreement, the Notes and the other Loan
Documents and to incur the obligations provided for herein and therein, all of
which have been duly authorized by all necessary and proper corporate
action.  No consent, waiver or authorization of, or filing with, any
Person (including without limitation any Governmental Authority), is required to
be made or obtained by Borrower in connection with the borrowings hereunder or
the execution, delivery, performance, validity or enforceability of this
Agreement and all other Loan Documents.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Section 4.3  Binding
Agreements. This
Agreement constitutes, and the Notes and all other Loan Documents, when executed
and delivered pursuant hereto for value received, shall constitute, the valid
and legally binding obligations of Borrower, enforceable in accordance with
their respective terms.

      


      Section 4.4  Litigation. There are no actions, suits,
investigations or administrative proceedings of or before any court, arbitrator
or Governmental Authority, pending or, to the knowledge of Borrower, threatened
against Borrower or any of its properties or assets (i) in which, either in any
case or in the aggregate, (x) an adverse outcome for Borrower is probable (as
used in this context, “probable” means, as reasonably determined by Lender, the
prospects of the claimant not succeeding are judged to be extremely doubtful and
the prospects for success by Borrower in its defense are judged to be slight),
and (y) which, if so adversely determined, would have a Material Adverse Effect;
or (ii) question the validity of this Agreement or any other Loan Documents or
any action to be taken in connection with the transactions contemplated hereby
and thereby.

      


      Section 4.5  No
Conflicting Law or Agreements. The execution, delivery and
performance by Borrower of this Agreement and all other Loan Documents: (i) do
not and will not violate any Requirement of Law; (ii) do not and will not
violate any order, decree or judgment by which Borrower is bound; (iii) do not
and will not violate or conflict with, result in a breach of or constitute (with
notice, lapse of time, or otherwise) a default under any material agreement,
mortgage, indenture or other Contractual Obligation to which Borrower is a
party, or by which Borrower’s properties are bound, which violation would have a
Material Adverse Effect; or (iv) do not and will not result in the creation or
imposition of any Lien upon any property or assets of Borrower, except in favor
of Lender.

      


      Section 4.6  Taxes.  With respect to
all taxable periods, Borrower has filed all tax returns which are required to be
filed and all federal, state, municipal, franchise and other taxes shown to be
due and payable on such filed returns have been paid or have been reserved
against, as required by GAAP, and Borrower knows of no unpaid assessment against
it.

      


      Section 4.7  Financial
Statements.  Borrower has
heretofore delivered to Lender unaudited (reviewed) financial statements
(balance sheet, income statement, and cash flow statements) for the year 2007;
audited financial statements for the year 2008; and unaudited financial
statements for the interim period ended September 30, 2009.  The
financial statements referred to in this Section 4.7 do not contain any untrue
statement of a material fact or omit a material fact necessary to make the
statements contained therein not misleading.

      


      Section 4.8  Adverse
Developments.  Since the date of
the financial statements most recently furnished to Lender, there has been no
change in the business, prospects, operations or condition, financial or
otherwise, of Borrower or any of its properties or assets which would,
individually or in the aggregate, have a Material Adverse Effect.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Section 4.9  Existence
of Assets and Title Thereto.  Borrower has good
title to its properties and assets, including the properties and assets
reflected in the financial statements referred to herein.  The
Collateral is not subject to any Lien except as expressly permitted under the
terms of this Agreement.

      


      Section 4.10  Regulations
T, U or X.  Borrower is not
engaged, nor will Borrower engage, principally or as one of its important
activities, in the business of extending credit for the purpose of “purchasing”
or “carrying” any “margin stock” under Regulation U of the Board of Governors of
the Federal Reserve System as now or from time to time in effect.  No
part of the proceeds of the borrowings hereunder will be used, directly or
indirectly, for the purpose of “purchasing” or “carrying” any “margin
stock”.  The terms “purchasing,” “carrying” and “margin stock” shall
be as defined in Regulation U promulgated by the Board of Governors of the
Federal Reserve System.  No part of the proceeds of the borrowings
hereunder will be used, directly or indirectly, for any purpose which violates,
or which is inconsistent with, the provisions of Regulations T, U or X of said
Board of Governors.  If requested by Lender, Borrower shall furnish to
Lender a statement in conformity with the requirements of Federal Reserve Form
U-1 referred to in said Regulation U to the foregoing effect.

      


      Section 4.11  Compliance.  No Default or
Event of Default has occurred or is existing.  Borrower is not in
default with respect to any order, writ, injunction or decree of any court or of
any Governmental Authority or in violation of any Requirement of Law to which it
or its properties are subject, which default or violation might have a Material
Adverse Effect.

      


      Section 4.12  Investment
Company; Holding Company.  Borrower is not
(i) an “investment company” or a company “controlled” by an “investment company”
within the meaning of the Investment Company Act of 1940, as amended, (ii) a
“holding company” within the meaning of the Public Utility Holding Company Oct
of 1935, as amended, or (iii) subject to any regulatory provision which
restricts its ability to incur Debt.

      


      Section 4.13  Accuracy
of Information.   All
information, reports and other papers and data (including without limitation,
copies of all filings made with all Governmental Authorities) furnished
heretofore or contemporaneously herewith by or on behalf of Borrower to Lender
for purposes of or in connection with this Agreement and the other Loan
Documents and the transactions contemplated hereby and thereby, is, and all
other such information hereafter furnished by or on behalf of Borrower to Lender
will be, true and accurate in every material respect on the date as of which
such information is dated or certified.

      


      ARTICLE
V

      


      Affirmative
Covenants

      


      Until
payment in full of the Notes and all other amounts and obligations owing to
Lender hereunder and under the other Loan Documents, Borrower shall, unless
Lender otherwise consents in writing:

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Section 5.1  Financial
Statements.  Furnish to
Lender:

      


      (a)  as
soon as available, but in any event on or before June 15, 2009, a copy of the
audited balance sheet of Borrower as at December 31, 2008 and the related
audited statements of income and cash flows for the fiscal year ended December
31, 2008, together with the unqualified opinion of independent certified public
accountants of recognized standing;

      


      (b)  as
soon as available, but in any event within 75 calendar days after the end of the
fiscal year, beginning with fiscal year 2009, of Borrower, a copy of the audited
balance sheet of Borrower as at the end of such fiscal year and the related
audited statements of income and cash flows for such fiscal year, setting forth
in each case in comparative form the figures for the previous year, together
with the unqualified opinion of independent certified public accountants of
recognized standing; and

      


      (c)  as
soon as available, but in any event within 15 calendar days after the end of
each month, a copy of the unaudited balance sheet of Borrower as at the end of
such month and the related unaudited statements of income and changes in
shareholders’ equity for such month.

      


      Section 5.2  Certificates;
Other Information.   Furnish to
Lender:

      


      (a)  concurrently
with the delivery of each annual financial statement referred to in Section
5.1(a) and each monthly financial statement referred to in Section 5.1(b), a
certificate of an Authorized Officer of Borrower (in such form as shall be
reasonably acceptable to Lender) stated to have been made after due examination
by such Authorized Officer stating whether any Default or Event of Default
exists on the date of such certificate and, if any Default or Event of Default
then exists, setting forth the details thereof and the action which Borrower is
taking or proposes to take with respect thereto; and

      


      (b)   promptly,
on reasonable notice to Borrower, such additional financial and other
information as Lender may from time to time reasonably request.

      


      Section 5.3  Payment
of Obligations.
Pay, discharge or otherwise satisfy, at or before maturity or before they
become delinquent, as the case may be, all its Debt, including without
limitation all amounts due under the Notes and hereunder, and other material
obligations of whatever nature, except for any Debt or other obligations, when
the amount or validity thereof is currently being contested in good faith by
appropriate proceedings and reserves in conformity with GAAP with respect
thereto have been provided on the books of Borrower.

      


      Section 5.4  Compliance
with Law.  Comply with all
Requirements of Law.

      


      Section 5.5  Maintenance
of Escrow Materials in Escrow.  Maintain the
Escrow Materials in accordance with the terms of the Escrow Agreement,
including, without limitation, promptly  updating the Source Code to
properly reflect any enhancements and upgrades to the New Core
Software.

       

      Section 5.6  Inspection
of Property, Books and Records, Discussions.  Keep proper books
of record and account in which full, true and correct entries in conformity with
GAAP and all Requirements of Law shall be made of all dealings and transactions
in relation to its business and activities, subject in the case of interim
statements to year-end audit adjustments; and permit Lender (at Borrower’s
expense) to (i) visit and inspect any of its properties, and examine and make
abstracts from any of the books and records at any reasonable time and as often
as may reasonably be requested, and (ii) discuss the business, operations,
properties and financial and other condition of Borrower with appropriate
officers of Borrower and, if notice thereof is given to Borrower prior to the
date of such discussions and provided  Borrower shall be entitled to
participate in such discussions, with its independent certified public
accountants.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Section 5.7  Notices.

      


      (a)  Promptly
give notice to Lender:

      


      (i)  of
the occurrence of any Default or Event of Default;

      


      (ii)  of
any (A) default under any loan, letter of credit agreement or acceptance
agreement, (B) default under any other Contractual Obligations that would enable
the obligee of such obligations to compel Borrower to immediately pay all
amounts owing thereunder or otherwise accelerate payments thereunder and which
would have a Material Adverse Effect, or (C) litigation, investigation or
proceeding which may exist at any time between Borrower and any Governmental
Authority, which (x) an adverse outcome for any such Borrower is probable (as
used in this context, “probable” means, as reasonably determined by Lender, the
prospects of the claimant not succeeding are judged to be extremely doubtful and
the prospects for success by Borrower in its defense are judged to be slight),
and (y) if so adversely determined, would have a Material Adverse
Effect;

      


      (iii)  of
any litigation or proceeding brought or threatened against Borrower (A) in which
the aggregate amount involved is $25,000 or more, or (B) in which injunctive or
similar relief is sought; or

      


      (iv)  of
any change relating to the business, operations, property or financial or other
condition of Borrower which may have a Material Adverse Effect.

      


      (b)  Each
notice pursuant to this Section 5.7 shall be accompanied by a statement of an
Authorized Officer setting forth details of the occurrence referred to therein
and stating what action Borrower propose to take with respect
thereto.

      


      Section 5.8  Taxes.  Pay and discharge
all taxes, assessments, governmental charges and levies upon or collected by
Borrower as and when they become due and payable, unless, and only to the extent
that, such taxes, assessments, governmental charges and levies shall be
contested in good faith by appropriate proceedings and shall have been reserved
against as required by GAAP by Borrower.

      


      Section 5.9  Indemnification.

      


      (a)  Defend,
indemnify and hold Lender, its affiliates and holding companies and their
respective officers, directors, agents and employees harmless against any and
all loss, cost, expense (including the reasonable fees and expenses of counsel),
claims or actions relating to or arising out of this Agreement, the Notes and
the other Loan Documents, or any actual or proposed use of proceeds of the
Advances, regardless of whether or not the disbursement of any Advances shall
actually occur, unless any such loss, cost, expense, claim or action are due to
the gross negligence or willful misconduct of Lender.  The provisions
of this Section 5.9 shall survive the termination of this
Agreement.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (b)  If
any claim, action or proceeding (a “Proceeding”) is made or brought against
Lender or any of its officers, directors, agents and employees in respect of
which indemnity may be sought hereunder, Lender shall promptly (but in any event
within thirty (30) days of receiving notice of any such claim or action) give
notice to Borrower of the Proceeding; provided that the failure of Lender to
give such notice shall not relieve Borrower from any of their obligations under
this Section 5.9 unless the failure prejudices the defense by Borrower of the
Proceeding, and then only to the extent of any such
prejudice.  Following receipt by Borrower of such notice from Lender,
Borrower will be entitled to participate in such Proceeding and, to the extent
that it wishes (unless (i) Borrower is also a party to such Proceeding and
Lenders determines in good faith that joint representation would be
inappropriate, or (ii) Borrower fails to provide reasonable assurance to Lender
of its financial capacity to defend such Proceeding and provide indemnification
with respect to such Proceeding), to assume the defense of such Proceeding with
counsel satisfactory to Lender.  If Borrower assumes the defense of a
Proceeding, (i) it will be conclusively established for purposes of this Section
5.9 that the claims made in that Proceeding are within the scope of and subject
to indemnification; (ii) no compromise or settlement of such claims may be
effected by Borrower without Lender’s consent unless (A) there is no finding or
admission of any violation of law or any violation of the rights of any Person
and no material effect on any other claims that may be made against Lender, and
(B) the sole relief provided is monetary damages that are paid in full by
Borrower; and (iii) Lender will have no liability with respect to any compromise
or settlement of such claims effected without its consent.  If notice
is given to Borrower of the commencement of any Proceeding and Borrower does
not, within twenty (20) days after Lender’s notice is given, give notice to
Lender of its election to assume the defense of such Proceeding, Borrower will
be bound by any determination made in such Proceeding or any compromise or
settlement effected by Lender (to the extent is thereafter conclusively
established for purposes of this Section 5.9 that the claims made in that
Proceeding are within the scope of and subject to indemnification).

      


      (c)  Notwithstanding
the foregoing, if Lender determines in good faith that there is a reasonable
probability that a Proceeding may adversely affect it or its affiliates other
than as a result of monetary damages for which it would be entitled to
indemnification under this Section 5.9, Lender may, by notice to Borrower,
assume the exclusive right to defend, compromise, or settle such Proceeding, but
Borrower will not be conclusively bound by any determination of a Proceeding so
defended or any compromise or settlement effected without its consent (which may
not be unreasonably withheld).

      


      Section 5.10  Corporate
Existence; Foreign Qualification.  Do or cause to be
done at all times all things necessary to: (i) maintain and preserve its
existence, as a corporation or other entity, as the case may be; and (ii) be
duly qualified to do business and be in good standing as a foreign corporation
or other entity in each jurisdiction where failure to do so will have a Material
Adverse Effect.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Section 5.11  Performance
Under Loan Documents.  Perform all
obligations required to be performed by it under the terms of this Agreement,
the other Loan Documents and any other agreements now or hereafter existing or
entered into between Borrower and Lender.

      


      Section
5.12   Maintenance
of Business.  Maintain the
general character of the business of Borrower as presently
conducted.

      


      ARTICLE
VI

      


      Negative
Covenants

      


      Until
payment in full of the Notes and all other amounts and obligations owing to
Lender hereunder and under the other Loan Documents, Borrower shall not, unless
Lender shall otherwise consent in writing:

      


      Section 6.1  Additional
Borrowings. Incur
any Debt for borrowed money in excess of $50,000 in any fiscal year, other than
(a) the Debt evidenced by this Agreement, (b) Debt in existence on April 25,
2009, and (c) Debt in an amount not to exceed $150,000 at any time outstanding
to fund the acquisition of equipment in the ordinary course of business for
resale within six months.

      


      Section 6.2  Additional
Liens.  Create, incur,
assume or suffer to exist (i) any Lien upon or in any of the Collateral, whether
now owned or hereafter acquired except as specifically permitted under this
Agreement or the Security Agreement, or (ii) an agreement with any Person (other
than Lender) which prohibits or restricts the granting of any such Lien of any
kind in favor of Lender, except:

      


      (a)  Liens
securing Debt permitted by Section 6.1 hereof;

      


      (b)  Liens
securing taxes, assessments, fees or other governmental charges or
levies;

      


      (c)  Liens
incurred or deposits made in the ordinary course of business (i) in connection
with worker’s compensation, unemployment insurance, social security and other
similar laws, or (ii) to secure the performance of bids, tenders, sales,
contracts, public or statutory obligations, customs, appeal and performance
bonds, or (iii) other similar obligations not incurred in connection with the
borrowing of money, the obtaining of advances or the payment of the deferred
purchase price of property; and

      


      (d)   Liens
in respect of judgments or awards with respect to which Borrower is, in good
faith, prosecuting an appeal or proceeding for review and with respect to which
a stay of execution upon such appeal or proceeding for review has been
granted.

      


      Section 6.3  Sale of
Assets.  Except for the
sale of inventory and other assets that are purchased for resale and sold within
six months of such purchase, sell or otherwise dispose of assets in the
aggregate amount in excess of $10,000 on an annual calendar basis.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Section 6.4  Distributions
to Shareholders.  Except for
distributions to its shareholders to pay such shareholders’ income taxes if
Borrower is an S corporation, make any cash distributions or dividends to its
shareholders in excess of $50,000 in the aggregate in any fiscal
year.

      


      Section 6.5  Payment
of Shareholder Loans.  Make any payments of principal or
interest on any loans or advances to Borrower from Borrower’s shareholders (the
“Shareholder Loans”) except, so long as no Event of Default exists hereunder,
Borrower may make (a) regularly scheduled payments of interest earned and
accrued on the Shareholder Loans after April 25, 2009, (b) after Borrower’s
receipt of the proceeds of the Initial Advance, payments which in the aggregate
do not exceed the lesser of $1,000,000 and the principal amount then owed by
Borrower to John Aranowicz pursuant to the Shareholder Loans from John Aranowicz
and (c) after Borrower’s receipt of the proceeds of the Second Advance, payments
which in the aggregate do not exceed the lesser of $500,000 and the principal
amount then owed by Borrower to John Aranowicz pursuant to the Shareholder Loans
from John Aranowicz.

      


      Section 6.6  Creation
of Subsidiaries.  Create any subsidiaries or make any other
investments in any other Person.

      


      ARTICLE
VII

      


      Financial
Covenants

      


      Until
payment in full of the Notes and all other amounts and obligations owing to
Lender hereunder and under the other Loan Documents:

      


      Section 7.1  Insurance.  Borrower
shall keep (i) all of the property of Borrower of an insurable nature, including
without limitation the Collateral, insured at all times against such risks to
the extent that like properties are customarily insured by other companies
engaged in the same or similar business similarly situated, and (ii) adequate
insurance at all times with financially sound and responsible insurance carriers
acceptable to Lender against general liability and liability on account of
damage to personal and properties under all applicable workman compensation
laws.  Those insurance policies which provide coverage for property
which is part of the Collateral shall (a) be in such form as Lender may approve
or reasonable require, (b) provide that Lender shall receive prompt notice of
any claim filed thereunder, (c) include a standard mortgagee clause with loss
payable for all claim in excess of $5,000.00 to Lender, and (d) provide that no
adverse alteration or cancellation thereof shall be effective as against Lender
until thirty (30) days after written notice of such alteration or cancellation
is received by Lender.  Borrower shall provide certificates of
insurance coverage as and when required by Lender.

      


      Section 7.2  Guaranties
and Other Liabilities.  Borrower shall not purchase or
repurchase (or agree, contingently or otherwise to do so) the indebtedness of,
or assume, guarantee (directly or indirectly or by an instrument having the
affect of assuring another's payment or performance of any obligation or
capability of doing so), endorse or otherwise become liable, directly or
indirectly, connection with the obligations, stock or dividends of any person or
entity, except by endorsement of negotiable instruments for deposit or
collection in the ordinary course of business.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      ARTICLE
VIII

      


      Events of Default;
Remedies

      


      Section 8.1  Events of
Default; Remedies.
(a)  The occurrence of any of the following shall constitute an
“Event of Default” hereunder:

      


      (i)  Borrower
fails to pay any principal or interest payable under the Notes in accordance
with their terms and such failure to pay is not cured within ten (10) days after
written notice from Lender;

      


      (ii)  Borrower
fails to observe or perform any other term of the Notes, this Agreement or any
other Loan Document, and such failure to observe or perform continues for more
than 30 days after such failure shall first become known to any Authorized
Officer of Borrower;

      


      (iii)  Borrower
(A) intentionally makes any materially incorrect or misleading representation,
warranty, or certificate to Lender; or (B) intentionally makes any materially
incorrect or misleading representation in any financial statement or other
information delivered to Lender;

      


      (iv)  Borrower
becomes insolvent or unable to pay its debts as they become due;

      


      (v)  Borrower
(A) makes an assignment for the benefit of creditors; (B) consents to the
appointment of a custodian, receiver, or trustee for itself or for a substantial
part of its assets; or (C) commences or consents to any proceeding under any
bankruptcy, reorganization, liquidation, insolvency or similar laws of any
jurisdiction;

      


      (vi)  a
custodian, receiver or trustee is appointed for Borrower, or for a substantial
part of its assets, without its consent and is not removed within 60 days after
such appointment;

      


      (vii)  proceedings
are commenced against Borrower under any bankruptcy, reorganization,
liquidation, or similar laws of any jurisdiction, and such proceedings remain
undismissed for 60 days after commencement;

      


      (viii)  any
judgment is entered against Borrower, or any attachment, levy or garnishment is
issued against any property of Borrower, in excess of $25,000, individually or
in the aggregate, and which judgment, attachment, levy or garnishment has not
been discharged, vacated, bonded or stayed within 60 days of being so entered or
after such issuance;

      


      (ix)  other
than with respect to this Agreement or the other Loan Documents, Borrower
defaults under any agreement, obligation or instrument between Borrower and
Lender, including without limitation the Plan of Merger and any agreements
contemplated thereby and such default continues past the applicable cure
periods, if any; or

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (x)   the
lien on and security interest in the Collateral in favor of Lender pursuant to
the Security Agreement ceases to remain a valid lien on and first priority
security interest in the Collateral as a result of Borrower's action or
inaction.

      


      (b)   Upon
the happening of any of the foregoing Events of Default, Lender may, in its sole
discretion by notice to Borrower, (x) terminate Lender’s Commitment to make
further Advances, and (y) declare all amounts owing under the Notes, this
Agreement and all other Loan Documents to be, and the same shall thereupon
become, immediately due and payable without presentment, demand, protest, or
other notice of any kind, all of which are hereby waived by Borrower; provided,
however, that in the case of any of the Events of Default specified in clauses
8.1(a)(iv), (v), (vi) and (vii) above with respect to Borrower, without any
notice to Borrower or any other act by Lender, the Commitment of Lender to make
further Advances shall thereupon terminate and all amounts owing under the
Notes, this Agreement and all other Loan Documents shall become immediately due
and payable without presentment, demand, protest, or other notice of any kind,
all of which are hereby waived by Borrower.

      


      (c)  Upon
the happening of any of the foregoing Events of Default, Lender shall have all
of the rights and remedies provided by any law or agreement, including the Loan
Documents.  Borrower shall be liable to Lender for all reasonable
costs and expenses of every kind incurred in the making or collection of amounts
due hereunder and under the Notes and the other Loan Documents, including,
without limitation, reasonable attorneys’ fees and court costs, and for any
deficiency remaining after disposition of the Collateral.  These costs
and expenses shall include, without limitation, any costs or expenses incurred
by Lender in any bankruptcy, reorganization, insolvency or other similar
proceeding.

      


      Section 8.2  Application
of Proceeds. Any
moneys received by Lender pursuant to the exercise of any remedies provided
herein or in the other Loan Documents or by law shall be applied in the
following order of priority:

      


      
        
          	
                	
                  First:

                	
                  the
      payment of Lender for all moneys reasonably advanced by each for taxes,
      assessments, insurance, costs incurred for the protection of any property
      of Borrower and costs incurred in the collection thereof (including,
      without limitation, reasonable attorneys’ fees and
    expenses);

                


        

      

      


      
        
          	
                	
                  Second:

                	
                  the
      payment to Lender of all unpaid interest, fees and other sums and/or
      charges (other than the principal of the Advances) owing to Lender
      hereunder and the other Loan
Documents;

                


        

      

      


      
        
          	
                	
                  Third:

                	
                  the
      payment to Lender of all unpaid principal of Advances owing to
      Lender;

                


        

      

      


      
        
          	
                	
                  Fourth:

                	
                  to,
      or at the direction of, Borrower, or as a court of competent jurisdiction
      otherwise directs.

                


        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      ARTICLE
IX

      


      Conditions of
Lending

      


      Section  9.1  Expenses. Borrower agrees to pay all
out-of-pocket expenses (including reasonable fees and expenses of counsel)
incurred by Lender in connection with the preparation of any amendments or
supplements to this Agreement and/or incidental to the enforcement of the rights
of Lender under any provisions of this Agreement, the Notes and any other Loan
Document.

      


      Section 9.2  Covenants
to Survive; Binding Agreement.  This Agreement
shall be binding upon and inure to the benefit of Lender, Borrower and their
respective successors or assigns; provided, however, that Lender may not assign
or otherwise dispose of any of their rights or obligations hereunder or the
other Loan Documents.  All covenants, agreements, warranties and
representations made herein, and in all certificates and documents delivered in
connection with this Agreement by or on behalf of Borrower shall survive the
execution and delivery hereof and thereof, and all such covenants, agreements,
representations and warranties shall inure to the successors and assigns of
Lender whether or not so expressed.

      


      Section 9.3  Waivers.  No failure on the
part of Lender to exercise, and no delay in exercising, any right or remedy
hereunder or under the Notes or any other Loan Documents shall operate as a
waiver thereof, nor shall any single or partial exercise by Lender of any right,
remedy or power hereunder or thereunder preclude any other right, remedy or
power.  The rights, remedies and powers provided herein, in the Notes
and the other Loan Documents are cumulative and not exclusive of any other
rights, remedies or powers which Lender would otherwise have.  Notice
to or demand on Borrower in any circumstance in which the terms of this
Agreement, the Notes or the other Loan Documents do not require notice or demand
to be given shall not entitle Borrower to any other or further notice or demand
in similar or other circumstances or constitute a waiver of the rights of Lender
to take any other further action in any circumstances without notice or
demand.

      


      Section 9.4  Notices.  Notice from one
party to another relating to this Agreement and the other Loan Documents shall
be deemed effective if made in writing (including telecommunications) and
delivered to the recipient’s address or facsimile number set forth below (or to
such other address or number as such party shall give notice) by any of the
following means: (i) hand delivery, (ii) registered or certified mail, postage
prepaid, with return receipt requested, (iii) Federal Express or like overnight
courier service or (iv) facsimile transmission with request for assurance of
receipt in a manner typical with respect to communications of that
type.  Notice made in accordance with this Section 9.4 shall be deemed
delivered on receipt if delivered by hand or facsimile transmission, on the
third business day after mailing if mailed by registered or certified mail, or
the next Business Day after mailing or deposit with an overnight courier service
if delivered by express mail or overnight courier for next day
delivery.

       

      
        	
                If
      to Lender:

              	
                Rurbanc
      Data Services, Inc.

                7622
      State Route 66 N

                Defiance,
      Ohio 43512

                Attention:  Kenneth
      A. Joyce, Chairman and Chief
      Executive      Officer

                Facsimile:  (419)
      782-6393

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                If
      to Borrower:

              	
                New
      Core Holdings, Inc.

                720
      Gooseneck Drive

                Lititz,
      Pennsylvania 17543

                Attention:  John
      Aranowicz, President

                Facsimile:  (888)
      838-9034

              


      

      


      Section 9.5  Severability;
Entire Agreement; Effectiveness.  Every provision
of this Agreement, the Notes and the other Loan Documents is intended to be
severable; if any term or provision of this Agreement, any Note or other Loan
Document shall be invalid, illegal or unenforceable for any reason whatsoever,
the validity, legality and enforceability of the remaining provisions hereof or
thereof shall not in any way be affected or impaired thereby.  The
parties hereto shall endeavor in good-faith negotiations to replace the invalid,
illegal or unenforceable provisions with valid provisions, the economic effect
of which comes as close as possible to that of the invalid, illegal or
unenforceable provisions.  All exhibits and schedules to this
Agreement shall be annexed hereto and shall be deemed to be part of this
Agreement.  This Agreement and the exhibits and schedules attached
hereto and the other Loan Documents embody the entire agreement and
understanding between Borrower and Lender and supersede all prior agreements and
understandings relating to the subject matter hereof. This
Agreement  amends and restates the Existing Loan Agreement in its
entirety, and, from and after the Effective Date, this Agreement shall be the
“Subordinated Loan Agreement” as defined in the Escrow
Agreement.  Except for amendments or new Loan Documents specifically
contemplated hereby, the Loan Documents entered into in connection with Existing
Loan Agreement shall remain in full force and effect as written.  This
Agreement shall become effective upon receipt by Lender of counterparts hereof
signed by each of the parties hereto (or, in the case of any party as to which
an executed counterpart shall not have been received, receipt by Lender in form
satisfactory to it of facsimile or other written confirmation from such party of
execution of a counterpart hereof by such party).

      


      Section 9.6  Governing
Law; Venue.
Except as otherwise provided in any Loan Document, this Agreement, the Notes and
all other Loan Documents are being delivered, and are intended to be performed
in, the State of Ohio and shall be construed and enforceable in accordance with,
and governed by, the laws of the State of Ohio.  Borrower agrees that
any legal suit, action or proceeding arising out of or related to this Agreement
or any other Loan Document or the transactions contemplated hereby and thereby
shall, in the sole discretion of Lender, be instituted in any state court of
appropriate jurisdiction in Defiance County, Ohio, or a federal court of
appropriate jurisdiction in Toledo, Ohio, and waives any objection that it may
have, now or hereafter, to the venue of any such suit, action or proceeding, and
irrevocably submits to the jurisdiction of any such court in any such suit,
action or proceeding.

      


      Section 9.7  Amendments
and Waivers.  Any provision of
this Agreement, the Notes or any other Loan Document may be amended or waived
if, but only if, such amendment or waiver is in writing and is signed by an
authorized representative of Borrower and Lender.

      


      Section 9.8  Taxes and
Fees.  Should any tax
(other than a tax based upon the net income of Lender) or any recording or
filing fees become payable in respect of this Agreement, the Notes or any other
Loan Document or any amendment, modification or supplement hereof or thereof,
Borrower agrees to pay the same together with any interest or penalties thereon
and agree to hold Lender harmless with respect thereof.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Section 9.9  Counterparts.  This Agreement
may be executed in any number of counterparts, each of which shall be an
original and all of which shall constitute one agreement.  It shall
not be in making proof of this Agreement or of any document required to be
executed and delivered in connection herewith to produce or account for more
than one counterpart.

      


      [The
remainder of this page is intentionally left blank.  Signatures are on
the next page.]

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      IN
WITNESS WHEREOF, Borrower and Lender have caused this Agreement to be executed
by their respective duly authorized officers as of the Effective
Date.

       

      
        
          	 
      	
                  BORROWER:

                	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                  NEW
      CORE HOLDINGS, INC.

                	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                  By:

                	 /s/ John Aranowicz	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                  Print
      Name:

                	
                   John Aranowicz

                	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                  Its:

                	 President and CEO	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                  LENDER:

                	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                  RURBANC
      DATA SERVICES, INC.

                	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                  By:

                	 /s/ Kenneth A. Joyce	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                  Print
      Name:

                	
                   Kenneth A. Joyce

                	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                  Its:

                	 President and CEO	 
      


        

      

       

       

       

      
        [Signature
Page to Amended and Restated Subordinated Loan Agreement]

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

                    

      EXHIBIT
E

      
        


        


        1.  Restrictions on Transfer of
Shares.  No holder of Shares of New Core Holdings, Inc. (the
“Company”) may Transfer any Shares now owned or hereafter acquired except in
compliance with this Agreement.  Any proposed Transfer which is not in
compliance with this Agreement shall be void and of no effect whatsoever, and
shall not be recognized by the Company on its books or otherwise.

        


        (a)  Tag Along
Rights.  If one or more holders of Shares owning, in the
aggregate, at least a majority of the outstanding Shares (collectively, the
“Majority Shareholders”), propose to Transfer all or any portion of the Shares
held by the Majority Shareholders (the “Offered Shares”) to an unaffiliated
third party (the “Third Party Purchaser”) pursuant to a bona fide sale (in one
or more related transactions), Rurbanc Data Services, Inc. (“RDSI”) shall have
the option, exercisable by written notice to the Majority Shareholders (the “Tag
Along Notice”), to participate in such Transfer to the Third Party Purchaser on
the same terms and conditions as the Majority Shareholders (the “Tag
Along”).  The maximum number of Shares that may be Transferred by RDSI
pursuant to the Tag Along shall be equal to the product of the Offered Shares,
multiplied by a fraction, the numerator of which is equal to the number of
Shares held by RDSI, and the denominator of which is equal to the sum of (i) the
number of Shares owned by RDSI, and (ii) the number of Shares owned by the
Majority Shareholders.

        


        The
Majority Shareholders shall notify RDSI in writing of any such proposed Transfer
(the “Sale Notice”).  The Sale Notice shall set forth (i) the name and
address of the proposed Third Party Purchaser; (ii) a copy of the written
proposal containing all of the material terms and conditions of the proposed
Transfer (including the proposed purchase price and terms and conditions of
payment); and (iii) the date and location of and procedures for the
Transfer.  The Tag Along shall be exercised by RDSI by delivery of a
written notice to the Majority Shareholders within fifteen (15) days following
receipt of the Sale Notice, which notice shall state the number of Shares that
RDSI proposes to Transfer to the Third Party Purchaser.  If RDSI does
not choose to participate in the Tag Along to the fullest extent possible, the
Majority Shareholders shall have the right to Transfer to the Third Party
Purchaser the amount of Shares that RDSI would have been entitled to Transfer to
the Third Party Purchaser.  RDSI will bear the costs and expenses
incurred by it in connection with the Tag Along to the extent such costs are not
paid by the Third Party Purchaser.

        


        (b)  Drag Along
Rights.  If the Majority Shareholders propose to Transfer all
of the Shares held by the Majority Shareholders to a Third Party Purchaser
pursuant to a bona fide sale (in one or more related transactions), the Majority
Shareholders shall have the option, exercisable by written notice to RDSI (the
“Drag Along Notice”), to require RDSI to participate in such Transfer to the
Third Party Purchaser on the same terms and conditions as the Majority
Shareholders (the “Drag Along”).  Upon receipt of the Drag Along
Notice, RDSI shall take all actions necessary or desirable in connection with
the consummation of the Drag Along in order to effectively vest good title,
right and interest, free and clear of all liens or encumbrances, in all of the
Shares to such Third Party Purchaser on the same terms and conditions and for
the same consideration per share as is applicable to the Majority Shareholders,
within not more than thirty (30) days following the date of the Drag Along
Notice.  The Majority Shareholders will bear the costs and expenses
incurred by RDSI in connection with the Drag Along to the extent such costs and
expenses are not paid by the Third Party Purchaser.

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        (c)  Definitions.

        


        “Shares” means the shares of
capital stock of the Company.

        


        “Transfer” means, with respect
to any Shares, (i) when used as a verb, to sell, assign, dispose of, exchange,
pledge, encumber, hypothecate or otherwise transfer such Shares or any
participation or interest therein, whether directly or indirectly, or agree or
commit to do any of the foregoing and (ii) when used as a noun, a direct or
indirect sale, assignment, disposition, exchange, pledge, encumbrance,
hypothecation, or other transfer of such Shares or any participation or interest
therein or any agreement or commitment to do any of the foregoing.

        


        2.  Financial
Information.

        


        (a)  Audited Annual Financial
Statements.  Within seventy-five (75) days after the end of
each fiscal year, the Company shall deliver to RDSI a copy of the audited
balance sheet of the Company and its consolidated subsidiaries, if any, as at
the end of such year, together with audited statements of income, shareholders’
equity and cash flow of the Company and the consolidated subsidiaries, if any,
for such year setting forth in each case in comparative form the corresponding
figures for the preceding fiscal year, all in reasonable detail and accompanied
by an unqualified report of the Company’s independent registered accounting firm
with respect thereto.

        


        (b)  Unaudited Quarterly
Financial Statements. Within thirty (30) days after the end of each of
the first three fiscal quarters, the Company shall deliver to RDSI a copy of the
unaudited balance sheet of the Company and its consolidated subsidiaries, if
any, as at the end of such fiscal quarter, together with unaudited statements of
income and cash flow of the Company and the consolidated subsidiaries, if any,
for such fiscal quarter.

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        EXHIBIT
F

        


        AMENDMENT TO SECURITY
AGREEMENT

        


        This
Amendment to Security Agreement (this “Amendment”) is made to be effective as of
February 26, 2010 (the “Effective Date”) between Rurbanc Data Services, Inc., an
Ohio corporation (the “Lender”), having an address of 7622 State Route 66 N.,
Defiance, Ohio 43512, and New Core Holdings, Inc., a Florida corporation (the
“Company”), having an address of 720 Gooseneck Drive, Lititz, Pennsylvania
17543.

        


        For
valuable consideration, the receipt of which of hereby acknowledged, the Company
and the Lender hereby recite and agree as follows, intending to be legally
bound.

        


        Recitals

        


        A.  The
Company and the Lender are parties to a Subordinated Loan Agreement, dated as of
April 25, 2009 (the “Existing Loan Agreement”).

        


        B.  As
security for the Company’s obligations under the Existing Loan Agreement, the
Company and the Lender entered into a Security Agreement, dated as of April 29,
2009 (the “Security Agreement”)

        


        C.  Simultaneously
herewith, the Company and the Lender are entering into an Amended and Restated
Subordinated Loan Agreement (the “Amended and Restated Loan Agreement”) to
provide for the Working Capital Advances (as defined in the Amended and Restated
Loan Agreement).

        


        D.  As
a condition of entering into the Amended and Restated Loan Agreement, the Lender
requires the Security Agreement to be amended to make clear that the Working
Capital Notes (as defined in the Amended and Restated Loan Agreement) are
included in the Obligations secured by the Security Agreement.

        


        Agreement

        


        
          Section 1.  Incorporation
of Definitions in Security Agreement; Amendment to Certain
Definitions.

        

        


        Capitalized
terms used but not defined herein that are defined in the Security Agreement
shall have the meaning given to them in the Security Agreement.

        


        The
Security Agreement is hereby amended by deleting the definition of “Subordinated
Loan Agreement” and replacing it with the following:

        


        “Subordinated Loan
Agreement” means from April 25, 2009 to February 26, 2010, the
Subordinated Loan Agreement, dated as of April 25, 2009, between the Company and
the Lender, and from and after  February 26, 2010, the Amended and
Restated Subordinated Loan Agreement, dated as of February 26, 2010 (as amended,
amended and restated or otherwise modified from time to time), between the
Company and the Lender.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        The
Security Agreement is hereby amended by deleting the definition of “Obligations”
and replacing it with the following:

        


        “Obligations” as used
herein, means all of the indebtedness, obligations and liabilities of the
Company to the Lender, individually or collectively, whether direct or indirect,
joint or several, absolute or contingent, due or to become due, now existing or
hereafter arising under or in respect of the Subordinated Loan Agreement, any
promissory notes, including without limitation the Initial Advance Note, the
Working Capital Notes and the Second Advance Note (as each such term is defined
in the Subordinated Loan Agreement) or other instruments or agreements executed
and delivered pursuant thereto or in connection therewith or this Agreement.

        


        Section 2.  Grant and
Regrant of Security Interest.  To secure the Obligations,
including without limitation the Obligations evidenced by the Working Capital
Notes, the Company hereby grants and regrants to the Lender a security interest
in the Collateral.

        


        Section 3.  Scope of
Amendment.  Except as amended
hereby, the Security Agreement shall remain in full force and effect as
written.

        


        IN
WITNESS WHEREOF, the Company and the Lender have caused this Amendment to be
executed by their respective duly authorized officers as of the Effective
Date.

        


        
          	 
      	
                  COMPANY:

                	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                  NEW
      CORE HOLDINGS, INC.

                	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                  By:
      

                	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                  Print
      Name: 

                	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                  Its:
      

                	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                  LENDER:

                	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                  RURBANC
      DATA SERVICES, INC.

                	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                  By:
      

                	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                  Print
      Name: 

                	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                  Its:
      

                	 
      	 
      


        

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        


        EXHIBIT
G

        


        


        PROMISSORY NOTE (WORKING
CAPITAL ADVANCE)

        


        
          	
                  $__________

                	
                  _________
      __, 2010

                


        

        


        


        Reference
is made to that certain Amended and Restated Subordinated Loan Agreement, dated
as of February 26, 2010 (the “Effective Date”), between Rurbanc Data Services,
Inc., an Ohio corporation (“Lender”), having an address of 7622 State Route 66
N, Defiance, Ohio 43512, and New Core Holdings, Inc., a Florida corporation
(“Borrower”), having an address of 720 Gooseneck Drive, Lititz, Pennsylvania
17543 (as amended, amended and restated or otherwise modified, the “Subordinated
Loan Agreement”), the terms of which are hereby incorporated
herein.  Capitalized terms used herein and not otherwise defined shall
have the meanings given to them in the Subordinated Loan Agreement.

        


        For value
received, Borrower promises to pay to the order of Lender, on or before the
principal due date (as described below), the principal sum of _______ Dollars
($____________), together with interest from the date hereof on the unpaid
principal balance from time to time outstanding, as described
below.

        


        Pursuant
to the terms of the Subordinated Loan Agreement, the principal amount of this
Note shall be due and payable on the Working Capital Advance Maturity Date,
provided, that (a) if neither the Spin-Off nor the RDSI Sale occurs on or before
the Final Spin-Off Date, the principal amount of the Working Advance shall be
due and payable on the later of the Working Capital Advance Maturity Date
applicable to the first Working Capital Advance and 36 months after the Final
Spin-Off Date or (b) if the RDSI Sale occurs, the principal amount of the
Working Capital Advance shall be due and payable on the later of the Working
Advance Maturity Date applicable to the first Working Capital Advance and 36
months after the RDSI Sale Date.

        


        Advances
made pursuant to this Note shall bear interest from the date of the Working
Capital Advance at the rate per annum equal to three percent (3%) plus the One
Year FHLBB Advance Rate as in effect on the date of such Advance.  The
interest rate shall adjust on each anniversary of the issuance of this Note to a
rate per annum equal to three percent (3%) plus the One Year FHLBB Advance Rate
in effect on such anniversary date.  Interest shall accrue and shall
be due and payable on the Final Spin-Off Date, provided, that (a) if neither the
Spin-Off nor the RDSI Sale occurs on or before the Final Spin-Off Date, Borrower
shall pay all accrued interest on the Final Spin-Off Date, and any interest
accrued thereafter shall be due and payable monthly on the first day of each
following month, or (b) if the RDSI Sale occurs, Borrower shall pay all accrued
interest on the RDSI Sale Date, and any interest accrued thereafter shall be due
and payable monthly in arrears on the first day of each month
thereafter.  Interest shall be computed on the basis of a 365-day year
for the actual number of days the unpaid principal amount hereof is
outstanding.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        All
payments received under the terms of this Note will be applied by Lender first
to any sums due under this Note other than principal or interest, second to
interest due and payable, third to any amounts of principal due and payable, and
fourth to the last to mature of the payments of principal due under this
Note.

        


        Principal,
interest and other sums payable in accordance with this Note shall be payable in
lawful money of the United States of America at Lender’s address referenced
above, or such other address of which Lender may from time to time give written
notice to Borrower.

        


        This Note
shall be secured by all assets and personal property of Borrower, which
collateral is more fully described in that certain Security Agreement, dated as
of April 29, 2009, between Borrower and Lender, as amended by an Amendment to
Security Agreement, dated as of the Effective Date (as further amended, amended
and restated or otherwise modified, the “Security Agreement”), the terms of
which are hereby incorporated herein.

        


        If an
Event of Default shall occur, Lender shall, without limitation, have all of the
rights and remedies provided by any law or agreement, including the
Subordination Agreement and other Loan Documents.  Upon any Event of
Default, all outstanding Advances shall, immediately and without any action by
Lender, bear interest at a rate per annum equal to (a) five percent (5%) plus
(b) the interest rate on the Advances in effect prior to an Event of
Default.

        


        No delay
or failure on the part of Lender to exercise any of its rights hereunder shall
be deemed a waiver of such rights or of any other rights of Lender nor shall any
delay, omission or waiver on any one occasion be deemed a bar to or a waiver of
such rights or any other right on any future occasion.

        


        Borrower
and all other persons now or hereafter liable, primarily or secondarily, for the
payment of the indebtedness evidenced hereby or any part thereof, waive
presentment for payment, demand, notice of dishonor, protest and notice of
protest, and all notices of every kind and assent to all extension(s) or
postponement(s) of the time of payment or any other indulgences by Lender to any
substitutions, exchanges, or releases of any security for this Note, and to
additions or releases of any other parties or persons primarily or secondarily
liable hereon.

        


        Upon any
transfer of this Note by Lender or by any subsequent transferee, the transferee
shall thereupon become vested with all rights, benefits and privileges of Lender
under this Note and by law provided, and the term “Lender” shall mean such
subsequent transferee or transferee(s).

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        This Note
and all rights and obligations under this Note shall be governed by and
construed under the local laws of the State of Ohio.  If any provision
hereof is or becomes invalid or unenforceable under any law of mandatory
application, it is the intent of Borrower, Lender, and all parties primarily or
secondarily liable hereunder, that such provision will be deemed severed and
omitted herefrom, the remaining portions hereof to remain in full force and
effect as written.

        


        If there
is a lawsuit arising out of this Note, Borrower agrees, upon Lender’s request,
to submit to the jurisdiction of the courts of a state court of appropriate
jurisdiction in Defiance County, Ohio, or a federal court of appropriate
jurisdiction in Toledo, Ohio, and waives any objection that it may have, now or
hereafter, to the venue of any such suit, action or proceeding, and irrevocably
submits to the jurisdiction of any such court in any such suit, action or
proceeding.  Borrower hereby waives the right to any jury trial in any
action, proceeding, or counterclaim brought by either Lender or Borrower on this
Note.

        


        IN
WITNESS WHEREOF, Borrower has caused this Note to be executed by its duly
authorized representative to be effective as of the Effective Date.

        


        


        
          	 
      	
                  New
      Core Holdings, Inc.

                	 
      
	 	 	 	 	 	 
	 	 	 	 	 	 
	 
      	
                  By:

                	 
      	 
      
	 
      	
                  Name:

                	 
      	 
      
	 
      	
                  Title: