STOCK PURCHASE AGREEMENT

EXHIBIT 10.12

STOCK PURCHASE AGREEMENT

by and among

FARMERS NATIONAL BANC CORP.

BUTLER WICK TRUST COMPANY

BUTLER WICK CORP.

and

UNITED COMMUNITY FINANCIAL CORP.

Dated January 7, 2009

STOCK PURCHASE AGREEMENT

     This STOCK PURCHASE AGREEMENT is entered into as of this 7 ^th day of January, 2009, by and among Farmers National Banc Corp., an Ohio corporation (“ Parent ”), Butler Wick Trust Company, an Ohio corporation (the “ Company ”), United Community Financial Corp., an Ohio corporation (“ UCFC ”), and Butler Wick Corp., an Ohio corporation (“ BWC ”, and, together with UCFC, “ Sellers ”). Parent, the Company, UCFC and BWC are each referred to herein as a “ Party ” and collectively as the “ Parties ”. Capitalized terms are defined in Article 1 .

RECITALS

     A. Parent desires to purchase from BWC and UCFC, on the following terms and conditions, the Shares (as defined below), which comprise all of the issued and outstanding capital stock of the Company; and

     B. UCFC desires to cause BWC to sell the Shares to Parent, on the following terms and conditions.

     NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants, representations, warranties, conditions, and agreements contained herein and in the Related Agreements, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Parties agree as follows:

ARTICLE 1
DEFINITIONS

     The following terms shall have the meanings set forth below in this Article 1 .

     1.1 “ Acquisition Proposal ” means any proposal or offer from any Person or group acting in concert relating to any direct or indirect acquisition or purchase of 50% or more of the assets of the Company, or 50% or more of the equity securities of the Company then outstanding and any merger, consolidation, business combination, recapitalization, liquidation, or similar transaction involving the Company, other than the transactions contemplated by this Agreement.

     1.2 “ Affiliate ” means with respect to any specified Person, any other Person that directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person. If the Person referred to is a natural person, the term “Affiliate” refers to any member of such Person’s immediate family. The term “control” (including, with correlative meaning, the terms “controlled by” and “under common control with”) as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise; provided, however , that the term “control” shall not include any power of the Company to vote outstanding securities of a Person or otherwise direct the management policies of a

Person that arises out of or relates to the Company serving as a trustee or custodian in connection with the conduct of the Company’s Business.

     1.3 “ Agreement ” means this Stock Purchase Agreement as executed on the date hereof and as amended or supplemented in accordance with the terms hereof, including the Company Disclosure Letter, the UCFC Disclosure Letter, the Parent Disclosure Letter and all Schedules, Annexes and Exhibits hereto.

     1.4 “ Assets ” has the meaning set forth in Section 3.9 .

     1.5 “ Audited Financial Information ” has the meaning set forth in Section 3.8(a) .

     1.6 “ Butler Wick Principal Marks ” includes any trademarks that include the term “Butler Wick” or any variation thereof or the Butler Wick or BW design.

     1.7 “ Business ” means the business conducted by the Company on the date hereof.

     1.8 “ Business Day ” means any day that is not a Saturday, Sunday or legal holiday in the State of Ohio, United States of America.

     1.9 “ Business Employee ” means collectively the employees of the Company, including, without limitation, James H. Sisek, engaged in the Business on the date hereof and at any time prior to Closing.

     1.10 “ Butler Wick Principal Marks ” includes any Trademarks that include the term “Butler Wick” or any variation thereof or the Butler Wick or BW design.

     1.11 “ BWC ” has the meaning set forth in the introductory paragraph.

     1.12 “ Closing ” means the consummation of the transactions contemplated by this Agreement, as provided for in Section 2.2(c) .

     1.13 “ Closing Date ” has the meaning set forth in Section 2.2(c) .

     1.14 “ Code ” means the Internal Revenue Code of 1986, as amended from time to time.

     1.15 “ Company ” has the meaning set forth in the introductory paragraph hereof.

     1.16 “ Company Benefit Plan ” means each Plan to which BWC or the Company has any obligation with respect to the Business Employees, or that is sponsored, maintained or contributed to or required to be contributed to by the Company with respect to the Business Employees, or under which the Company has or may have any Liability.

     1.17 “ Company Capital Stock ” has the meaning set forth in Section 3.17(a) .

     1.18 “ Company Customer ” means any Person to which the Company provides retirement plan, personal trust, charitable foundation, fiduciary, estate and financial planning, executor and investment agency, investment management and other related services to any Person.

     1.19 “ Company Customer Contract ” means each material Contract pursuant to which the Company provides retirement plan, personal trust, charitable foundation, fiduciary, estate and financial planning, executor and investment agency, investment management and other related services to any Person.

     1.20 “ Company Disclosure Letter ” means the letter from the Company to Parent, dated the date hereof and as may be amended or supplemented from time to time on or prior to Closing, of exceptions to the representations and warranties made, and the listings of information provided, by the Company pursuant to the terms and conditions hereof.

     1.21 “ Company Financial Information ” has the meaning set forth in Section 3.8(a) .

     1.22 “ Company Lease ” means any lease, sublease or license, including any amendment with respect thereto, pursuant to which the Company uses, leases, subleases, occupies or holds any material Company Leased Real Property in connection with the Business.

     1.23 “ Company Leased Real Property ” means the real property leased, subleased, occupied and/or licensed by the Company or any Controlled Affiliate of the Company, as tenant, subtenant or licensee in connection with the Business, together with, to the extent leased, subleased, occupied and/or licensed in connection with the Business by the Company or any Controlled Affiliate of the Company, all buildings and other structures, facilities or improvements currently located thereon, all fixtures thereto, and all easements, licenses, rights and other appurtenances relating to the foregoing.

     1.24 “ Company Licensed Intellectual Property ” means the Intellectual Property used in the Business that is not Company Owned Intellectual Property, excluding standard, commercially available software licensed via “click-wrap” or “shrink-wrap” license agreements.

     1.25 “ Company Owned Intellectual Property ” means the Intellectual Property solely or primarily related to the Business that is owned by the Company.

     1.26 “ Company Qualified Plan ” has the meaning set forth in Section 3.10(d) .

     1.27 “ Company Stock ” means the Company’s common shares, $100 par value per share.

     1.28 “ Confidential Information ” means any and all information not publicly available or generally available to the industry that relates to specific matters concerning BWC, the Company, Controlled Affiliates and the Business of the Company.

     1.29 “ Consent ” means any consent, approval, authorization, waiver, permit, license, grant, agreement, exemption or order of, or registration, declaration or filing with, any Person, including any Governmental Authority, that is required in connection with (a) the execution and delivery by UCFC, the Company, and/or Parent of this Agreement or any Related Agreement or (b) the consummation by UCFC, Parent, and/or the Company of the transactions contemplated hereby and thereby.

     1.30 “ Contract ” means any written contract, agreement, understanding, lease, indenture, mortgage, deed of trust, evidence of indebtedness, binding commitment or instrument or offer, to which the Company is a party or by which any of their respective assets is bound.

     1.31 “ Controlled Affiliate ” of any Person means a Person that is directly or indirectly controlled by such other Person (it being the intention of the parties that a Controlled Affiliate of the Company means any direct or indirect subsidiary which is directly or indirectly controlled by the Company).

     1.32 “ Disclosing Party ” has the meaning set forth in Section 6.1 .

     1.33 “ Effective Time ” the effective time of the Closing, which shall be deemed to be as of 11:00 a.m. Eastern time on the Closing Date.

     1.34 “ ERISA ” means the Employee Retirement Income Security Act of 1974 and regulations promulgated thereunder, as amended from time to time.

     1.35 “ ERISA Affiliate ” means with respect to any specified Person, any other Person that is or has been treated as a single employer with such specified Person for purposes of Section 414 of the Code.

     1.36 “ Estimated Closing Date Balance Sheet ” has the meaning set forth in Section 2.3 .

     1.37 “ Estimated Net Equity Value ” has the meaning set forth in Section 2.3 .

     1.38 “ Exchange Act ” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder by the SEC.

     1.39 “ Filings ” has the meaning set forth in Section 3.7(c) .

     1.40 “ Final Closing Date Balance Sheet ” has the meaning set forth in Section 2.4(a)(ii) .

     1.41 “ GAAP ” means the accounting principles generally accepted in the U.S. and applied consistently throughout the periods involved.

     1.42 “ Governmental Authority ” means any federal, national, supranational, state, provincial, local, or similar government, governmental, regulatory or administrative

authority, agency or commission or any court, tribunal, or judicial or arbitral body, including the SEC, the ODFI and any self-regulatory organization within or outside the United States.

     1.43 “ Income Tax ” means any Tax imposed upon or measured by net income or gross income (excluding any Tax based solely on gross receipts) including any interest, penalty, or additions thereto, whether disputed or not.

     1.44 “ Indebtedness ” means, without duplication, (a) all indebtedness for borrowed money or for the deferred purchase price of property or services (other than current trade liabilities incurred in the Ordinary Course), whether or not evidenced by a writing, (b) any other indebtedness that is evidenced by a note, bond, debenture, draft or similar instrument, (c) all obligations under financing or capital leases, (d) all obligations in respect of acceptances issued or created, (e) notes payable and drafts accepted representing extensions of credit, (f) all liabilities secured by any Lien on any property other than liens relating to equipment leased by the Company not constituting a capital lease, (g) letters of credit and any other agreements relating to the borrowing of money or extension of credit and (h) any guarantee (including by way of a “keep well” or other similar undertaking) of any of the foregoing obligations.

     1.45 “ Indemnified Losses ” has the meaning set forth in Section 9.2 .

     1.46 “ Indemnified Party ” has the meaning set forth in Section 9.4 .

     1.47 “ Indemnifying Party ” has the meaning set forth in Section 9.4 .

     1.48 “ Intellectual Property ” means any of the following which is material to the Business: all material patents, patent applications, trademarks, copyright registrations and applications for registration thereof, Internet domain names and universal resource locators (URLs), trade secrets, inventions (whether or not patentable), invention disclosures, moral and economic rights of authors and inventors (however denominated), technical data, customer lists, corporate and business names, trade names, trade dress, brand names, know-how, show-how, maskworks, formulae, methods (whether or not patentable), designs, processes, procedures, technology, source codes, object codes, computer software programs, databases, data collectors and other proprietary information or material of any type, whether written or unwritten (and all good will associated with, and all derivatives, improvements and refinements of, any of the foregoing).

     1.49 “ Internal Controls ” has the meaning set forth in Section 3.8(d) .

     1.50 “ IRS ” means the United States Internal Revenue Service.

     1.51 “ Knowledge ” or “ knowledge ” means, with respect to Company, the actual knowledge of the individuals set forth in Annex A hereto and, with respect to Parent, means the actual knowledge of the individuals set forth in Annex B hereto, which in each case shall be deemed to include the knowledge any such person would have had after he or she had made due inquiry of those persons that such individual would reasonably expect to have actual knowledge of the relevant subject matter . The words “ know ,” “ knowing ” and “ known ” shall be construed accordingly.

     1.52 “ Liability ” or “ Liabilities ” means all debts, adverse claims, liabilities and/or obligations, direct, indirect, absolute or contingent, whether accrued, vested or otherwise and whether or not reflected or required to be reflected on the financial statements of a Person.

     1.53 “ Lien ” means any lien, security interest, mortgage, indenture, deed of trust, pledge, charge, adverse claim, easement, restriction or other encumbrance.

     1.54 “ Losses ” has the meaning set forth in Section 9.2 .

     1.55 “ Management Closing Bonus Amount ” has the meaning set forth in Section 6.5(c) .

     1.56 “ Material Adverse Effect ” means:

          (a) with respect to the Company, a material adverse effect on the assets, business, financial condition or results of operations of the Business taken as a whole, but shall not be deemed to include (i) any changes resulting from general economic, regulatory or political conditions, (ii) circumstances that generally affect the industries in which the Company operates, (iii) any changes resulting from the announcement, pendency or Closing of the transactions provided for in this Agreement, including the impact thereof on relationships with customers of the Company or any Affiliate, suppliers, vendors, lenders, joint venture participants or employees, (iv) force majeure events, disruptions of supplies or acts of terrorism, war or acts of God, national or international political or social conditions, including the engagement by the United States in hostilities, whether or not pursuant to the declaration of a national emergency or war, or (v) any adverse effect that Parent had Knowledge of as of the date of this Agreement or that the Company, UCFC or BWC otherwise cures; and

          (b) with respect to Parent, a material adverse effect on the assets, business, financial condition or results of operations of Parent’s and its subsidiaries’ businesses taken as a whole, but shall not be deemed to include (i) any changes resulting from general economic, regulatory or political conditions, (ii) circumstances that generally affect the industries in which Parent and its subsidiaries operate, (iii) any changes resulting from the announcement, pendency or Closing of the transactions provided for in this Agreement, including the impact thereof on relationships with customers, suppliers, vendors, lenders, joint venture participants or employees, (iv) force majeure events, disruptions of supplies or acts of terrorism, war or acts of God, national or international political or social conditions, including the engagement by the United States in hostilities, whether or not pursuant to the declaration of a national emergency or war, or (v) any adverse effect that the Company had Knowledge of as of the date of this Agreement or that Parent otherwise cures.

     1.57 “ Material Contract ” has the meaning set forth in Section 3.14 .

     1.58 “ Net Equity Value ” means (a) the total consolidated assets of the Company less (b) the total consolidated liabilities of the Company, in each case as reflected on the Reference Balance Sheet, Estimated Closing Date Balance Sheet or the Final Closing Date Balance Sheet, as the case may be, in accordance with GAAP, and the accounting principles, procedures, policies and methods used in the preparation of the Reference Balance Sheet.

     1.59 “ New Name ” has the meaning set forth in Section 6.12(a) .

     1.60 “ Non-Competition Period ” has the meaning set forth in Section 6.3(a) .

     1.61 “ Non-Income Taxes ” means any Taxes other than Income Taxes including any interest, penalties or additions thereto, whether or not disputed.

     1.62 “ ODFI ” means the Ohio Division of Financial Institutions.

     1.63 “ Order ” means an order, writ, injunction, or decree of any court or Governmental Authority.

     1.64 “ Ordinary Course ” means, with respect to the Business, only the ordinary course of commercial operations customarily engaged in by the Company consistent with prior practices. For purposes hereof, Ordinary Course shall not include (a) any material violation or material default under any applicable Requirement of Law or (b) any activity which the Company has expressly agreed not to undertake pursuant to this Agreement.

     1.65 “ Parent ” has the meaning set forth in the introductory paragraph hereof.

     1.66 “ Parent Common Stock ” means the common shares, without par value, of Parent.

     1.67 “ Parent Disclosure Letter ” means the letter from Parent to UCFC, dated the date hereof and as may be amended or supplemented from time to time on or prior to Closing, of exceptions to the representations and warranties made, and the listings of information provided, by Parent pursuant to the terms and conditions hereof.

     1.68 “ Parent Indemnified Persons ” has the meaning set forth in Section 9.2 .

     1.69 “ Party ” or “ Parties ” has the meaning set forth in the first paragraph hereof.

     1.70 “ PBGC ” means the Pension Benefit Guaranty Corporation.

     1.71 “ Pension Plan ” means an employee pension benefit plan (within the meaning of ERISA Section 3(2)).

     1.72 “ Permits ” means all material licenses, registrations, franchises, permits, certificates, approvals, accreditations, or other similar authorizations.

     1.73 “ Permitted Liens ” means, collectively, (a) Liens that are disclosed in the Company Disclosure Letter or identified in the Company Financial Information, (b) liens for Taxes, fees, levies, duties or other governmental charges of any kind which are not yet delinquent or are being contested in good faith by appropriate proceedings, (c) liens for mechanics, materialmen, laborers, employees, suppliers or similar liens arising by operation of law for amounts which are owed, but not yet delinquent, (d) in the case of real property, any matters, restrictions, covenants, conditions, limitations, rights, rights of way, encumbrances, encroachments, reservations, easements, agreements and other matters of

record, such state of facts of which an accurate survey or title search of the property would reveal and (e) other minor encumbrances in property that do not materially impair the use of such property in the normal operation of the Business or the value of such property for the purpose of such Business.

     1.74 “ Person ” means and shall include a natural person, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or a governmental entity (or any department, agency or political subdivision thereof).

     1.75 “ Plan ” means any agreement, arrangement, plan, or policy, qualified or non-qualified, whether or not considered legally binding and whether or not written, that involves any (a) pension, retirement, profit sharing, savings, deferred compensation, stock option, stock purchase, phantom stock, or incentive plan, (b) welfare or “fringe” benefits, including without limitation vacation, holiday, severance, disability, medical, hospitalization, dental, life and other insurance, tuition, company car, club dues, sick leave, maternity, paternity or family leave, health care reimbursement, dependent care assistance, cafeteria plan, regular in-kind gifts or other benefits, or (c) any employment, consulting, engagement, retainer or golden parachute agreement or arrangement, including without limitation any “employee benefit plan” as defined in ERISA Section 3(3), (together “ Plans ” and each item thereunder a “ Plan ”).

     1.76 “ Post-Closing Periods ” means all taxable periods commencing after the Effective Time and the portion of any Straddle Period commencing after the Effective Time.

     1.77 “ Pre-Closing Periods ” means all taxable periods ending as of or prior to the Effective Time and the portion of any Straddle Period ending as of the Effective Time.

     1.78 “ Proceeding ” has the meaning set forth in Section 3.7(d) .

     1.79 “ Purchase Price ” has the meaning set forth in Section 2.2(a) .

     1.80 “ Receiving Party ” has the meaning set forth in Section 6.1 .

     1.81 “ Records ” has the meaning set forth in Section 6.6 .

     1.82 “ Reference Balance Sheet ” has the meaning set forth in Section 3.8(a) .

     1.83 “ Reference Income Statement ” has the meaning set forth in Section 3.8(a) .

     1.84 “ Related Agreements ” means any certificate or document to be delivered by the parties pursuant to this Agreement.

     1.85 “ Requirement of Law ” means, with respect to any Person, any domestic or foreign federal or state statute, law, ordinance, rule, administrative code, administrative interpretation, regulation, order, consent, writ, injunction, directive, judgment, decree, policy, ordinance, decision, guideline or other requirement of (or agreement with) any

Governmental Authority (including any memorandum of understanding or similar arrangement with any Governmental Authority), in each case binding on that Person or its property or assets.

     1.86 “ Revenue Sharing Agreement ” means that certain revenue sharing agreement dated as of December 31, 2008 between the Company and Butler Wick & Co., Inc.

     1.87 “ SEC ” means the Securities and Exchange Commission.

     1.88 “ Securities Act ” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder by the SEC.

     1.89 “ Seller Indemnified Persons ” has the meaning set forth in Section 9.3 .

     1.90 “ Sellers ” means, collectively, UCFC and BWC.

     1.91 “ Senior Executive Officer ” has the meaning set forth in Section 6.5(c).

     1.92 “ September 30, 2008 Financial Information ” has the meaning set forth in Section 3.8(a) .

     1.93 “ Shares ” means the 5,000 shares of Company Stock to be sold by Sellers to Parent hereunder.

     1.94 “ Straddle Period ” has the meaning set forth in Section 6.4(c) .

     1.95 “ Subsidiary ” means, with respect to any specified Person, any other Person of which such specified Person (either alone or through or together with any other Subsidiary) owns, directly or indirectly, a majority of the outstanding equity securities or securities carrying a majority of the voting power in the election of the board of directors or other governing body of such Person.

     1.96 “ Sublease Arrangements ” mean the subleasing arrangements that the Company maintains with Butler Wick & Co., Inc. with respect to the Subleased Property, pursuant to those certain Sublease Agreements between the Company and Butler Wick & Co. each dated as of December 31, 2008.

     1.97 “ Subleased Property ” means the Company Leased Real Property located at (a) City Centre One, 100 Federal Plaza East, Youngstown, Ohio, and (b) Harvard Commons, Suite #1, 1695 Niles-Cortland Rd., NE Warren, Ohio.

     1.98 “ Superior Proposal ” means any bona fide Acquisition Proposal not solicited or initiated by UCFC, BWC or the Company in violation of Section 6.13(a) that the board of directors of either UCFC, BWC or the Company determines in its good faith judgment would, if consummated, result in a transaction that is more favorable to UCFC, BWC and/or the Company from a financial point of view than the transactions contemplated b y this Agreement.

     1.99 “ Tax Returns ” means all reports, estimates, declarations, claims for refund, information statements and returns relating to or required by Requirements of Law to be filed in connection with any Taxes, and reports relating to Taxes payable by, pursuant to or in connection with any Plans, including any amendment or supplement thereof. Any one of the foregoing Tax Returns shall be referred to sometimes as a “ Tax Return .”

     1.100 “ Tax Neutrality Payment ” has the meaning set forth in Section 6.4(e)(iii) .

     1.101 “ Taxes ” means all taxes, charges, fees, levies, or other like assessments, including without limitation, all federal, possession, state, city, county and foreign (or governmental unit, agency, or political subdivision of any of the foregoing) income, profits, employment (including Social Security, unemployment insurance and employee income tax withholding), franchise, gross receipts, sales, use, transfer, stamp, occupation, property, capital, severance, premium, windfall profits, customs, duties, ad valorem, value added and excise taxes; PBGC premiums and any other charges of any Governmental Authority of the same or similar nature, including any interest, penalty or addition thereto, whether disputed or not and including any obligations to indemnify or otherwise assume or succeed to the Tax liability of any other Person. Any one of the foregoing Taxes shall be referred to sometimes as a “ Tax .”

     1.102 “ Termination Fee ” means an amount in cash equal to the sum of $485,000.

     1.103 “ Territory ” has the meaning set forth in Section 6.3(a) .

     1.104 “ Third Person ” has the meaning set forth in Section 9.5 .

     1.105 “ Third Person Claim ” has the meaning set forth in Section 9.5 .

     1.106 “ Transition Services Agreement ” means that certain transition services agreement dated as of December 31, 2008 between the Company and Butler Wick & Co., Inc.

     1.107 “ Treasury Regulations ” means the rules and regulations under the Code issued by the U.S. Department of Treasury.

     1.108 “ UCFC ” has the meaning set forth in the introductory paragraph.

     1.109 “ UCFC Benefit Plan ” means each Plan, other than a Company Benefit Plan, to which UCFC or any of its ERISA Affiliates sponsors, maintains or contributes to, or is required to contribute to, or under which UCFC or any of its ERISA Affiliates has or may have any Liability.

     1.110 “ UCFC Disclosure Letter ” means the letter from UCFC and BWC to Parent, dated the date hereof and as may be amended or supplemented from time to time on or prior to Closing, of exceptions to the representations and warranties made, and the listings of information provided, by UCFC and BWC pursuant to the terms and conditions hereof.

     1.111 “ Unaudited Financial Information ” has the meaning set forth in Section 3.8(a) .

ARTICLE 2
PURCHASE AND SALE OF SHARES

     2.1 Transfer of Shares . Upon the terms and subject to the conditions of this Agreement, at the Closing on the Closing Date and as of the Effective Time, UCFC shall cause BWC to sell, assign, transfer and convey to Parent, and Parent shall purchase, acquire and accept from BWC, all of BWC’s right, title and interest in and to the Shares free and clear of all Liens.

     2.2 Consideration .

          (a) Subject to adjustment pursuant to Section 2.4 hereof, in consideration for the sale of the Shares, the aggregate purchase price (the “ Purchase Price ”) payable by Parent to the Sellers shall be $12,125,000 (the “ Purchase Price ”). The Purchase Price shall be adjusted as described in Section 2.4 hereof on a dollar-for-dollar basis to the extent that the Net Equity Value at Closing (determined in accordance with Section 2.4 hereof) is other than the Net Equity Value as is expressed on the Reference Balance Sheet (the “ Reference Net Equity Value ”).

          (b) At Closing, Parent shall deliver, by wire transfer of immediately available funds an amount equal to (x) the Purchase Price, less (y) if the Estimated Net Equity Value is less than the Reference Net Equity Value, then the difference between the Reference Net Equity Value and such Estimated Net Equity Value, to an account designated and controlled by UCFC not less than two (2) Business Days prior to Closing. If the Estimated Net Equity Value is greater than the Reference Net Equity Value, UCFC shall be entitled to receive the difference between the Estimated Net Equity Value and the Reference Net Equity value immediately prior to Closing. Any amount of Net Equity Value in excess of the Reference Net Equity Value shall be paid in accordance with Section 2.4(c)(i) below.

          (c) Subject to the provisions of Article 7 and Article 8 , the closing of the purchase and sale of the Shares and the transactions contemplated hereby (the “ Closing ”) shall take place at the offices of Charles D. Niehaus, 7150 Granite Circle, Suite 203, Toledo, Ohio 43617 no later than two (2) Business Days after the date the last of the conditions set forth in Articles 7 and 8 (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permissible, waiver of those conditions at the Closing) has been satisfied or, to the extent permissible, waived by the Party or Parties entitled to the benefit of such conditions, or at such other place, at such other time or on such other date as Parent, on the one hand, and UCFC and the Company, on the other hand, may mutually agree (the date on which the Closing actually occurs being herein referred to as the “ Closing Date ”).

     2.3 Preliminary Information . UCFC shall cause to be delivered to Parent at least two (2) Business Days prior to the Closing Date, an estimated Closing Date balance sheet of the Company as of immediately prior to the Closing (the “ Estimated Closing Date Balance

Sheet ”), substantially in the form of the Reference Balance Sheet, prepared in accordance with GAAP and otherwise using the accounting principles, procedures, policies and methods used by the Company in preparing the Reference Balance Sheet, and a calculation, in reasonable detail based upon such updated Estimated Closing Date Balance Sheet, setting forth the estimated amount of the Net Equity Value of the Company (the “ Estimated Net Equity Value ”).

     2.4 Net Equity Value Purchase Price Adjustment .

          (a) (i) Not later than 60 days after the Closing Date or such other time as is mutually agreed by the Parties, Parent shall cause to be prepared and delivered to UCFC the Final Closing Date Balance Sheet prepared in accordance with Section 2.4(a)(ii) , and a calculation, in reasonable detail based upon such Final Closing Date Balance Sheet, setting forth the amount of the Net Equity Value.

               (ii) Parent shall prepare or cause to be prepared the final balance sheet of the Company, as of immediately prior to the Closing in accordance with GAAP and otherwise using the accounting principles, procedures, policies and methods used by the Company in preparing the Reference Balance Sheet (the “ Final Closing Date Balance Sheet ”). From and after the Closing, in connection with the preparation and delivery of the Final Closing Date Balance Sheet and calculation of Net Equity Value as set forth therein and during the period of any dispute contemplated by this Section 2.4 , Parent shall give, and use its reasonable best efforts to cause its advisors to give, UCFC and its authorized representatives reasonable access to the relevant books and records, facilities and employees of the Company, subject to the confidentiality and indemnity agreements as executed by the parties contemporaneously herewith, as may be necessary to enable UCFC and its advisers to review and analyze the Final Closing Date Balance Sheet and such calculations based thereon.

          (b) (i) Within 60 days following its receipt of the Final Closing Date Balance Sheet, UCFC shall deliver to Parent either (i) its agreement as to the calculation of the Net Equity Value as set forth therein or (ii) a written dispute notice, specifying in reasonable detail the nature of its dispute of the calculation of the Net Equity Value as set forth therein. During the 30 days after the delivery of a dispute notice to Parent, Parent and UCFC shall attempt in good faith to resolve any such dispute and finally determine the Net Equity Value set forth in the Final Closing Date Balance Sheet. If at the end of such 30-day period, Parent and UCFC have failed to reach agreement with respect to such dispute, the matter shall be submitted to a nationally recognized accounting firm that is not the principal independent auditor for either Parent or UCFC and is otherwise neutral and impartial; provided , however , that if Parent and UCFC are unable to select such other accounting firm within 45 days after delivery of a dispute notice to Parent, either party may request the American Arbitration Association to appoint, within 20 Business Days from the date of such request, an independent public accountant with significant relevant experience and that is not the principal independent auditor for either Parent or UCFC. The accounting firm or accountant so selected shall be referred to herein as the “ Accountant .” The Accountant shall act as arbitrator and resolve the disputed portions of the calculation of the Net Equity Value set forth in the Final Closing Date Balance Sheet in accordance with the terms and

conditions of this Agreement. In making such determination, the Accountant may only consider those items and amounts as to which Parent and UCFC have disagreed within the time periods and on the terms specified above and must resolve the matter in accordance with the terms and provisions of this Agreement; provided that the determination of the Accountant will neither be more favorable to Parent than reflected in the Final Closing Date Balance Sheet nor more favorable to UCFC than reflected in UCFC’s dispute notice. The Accountant shall deliver to UCFC and Parent, as promptly as practicable after its appointment, a written report setting forth the resolution of each disputed matter and its determination of the Net Equity Value set forth in the Final Closing Date Balance Sheet as determined in accordance with the terms of this Agreement. Such report shall be final and binding upon the Parties to the fullest extent permitted under applicable Requirements of Laws and may be enforced in any court having jurisdiction. Each of Parent and UCFC shall bear all the respective fees and costs incurred by it in connection with this arbitration, and Parent and UCFC shall equally bear all the fees and costs relating to the foregoing work by the Accountant.

          (c) On the second Business Day after the later of (x) the date UCFC and Parent agree to the calculation of the Net Equity Value as set forth in the Final Closing Date Balance Sheet and (y) if UCFC and Parent are unable to agree on such calculation of the Net Equity Value, the date that UCFC and Parent receive notice from the Accountant, of the final determination of the amount(s) being so disputed, the Purchase Price shall be adjusted as follows:

               (i) If the Net Equity Value is greater than the Reference Net Equity Value, Parent shall pay to UCFC the difference between the Net Equity Value and the Reference Net Equity Value.

               (ii) If the Net Equity Value is less than the Reference Net Equity Value, the Purchase Price shall be reduced dollar-for-dollar by the amount of such difference, and either (A) UCFC shall pay to Parent the difference between the Estimated Net Equity Value and the Net Equity Value (if the Estimated Net Equity Value is higher than the Net Equity Value) or (B) Parent shall pay to UCFC the difference between the Net Equity Value and the Estimated Net Equity Value (if the Net Equity Value is higher than the Estimated Net Equity Value, but less than the Reference Net Equity Value).

               (iii) Any payment so required to be made by UCFC or Parent pursuant to this Section 2.4(c) shall be by transfer of immediately available funds to an account or accounts specified in writing by UCFC or Parent (as the case may be) and shall bear interest from the Closing Date through the date of payment at the rate of 3.25% per annum.

ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

          The Company hereby makes the following representations and warranties to Parent as of the date hereof and as of the Closing.

     3.1 Organization and Good Standing; No Subsidiaries . The Company is a corporation duly organized, validly existing and in good standing under the laws of the State

of Ohio with full power and authority to own, operate and lease its assets and to carry on its business as currently conducted. The Company is duly qualified and licensed by the ODFI to solicit or engage in accepting and executing trusts of property, serving as a trustee, executor, administrator, guardian, receiver, conservator or other fiduciary, and providing fiduciary services in the State of Ohio as provided for in accordance with Chapter 1111 of the Ohio Revised Code. The Company has made available to Parent true and complete copies of its articles of incorporation and code of regulations. The Company does not own, directly or indirectly, any equity or other interest in any Subsidiary.

     3.2 Other Interests . Section 3.2 of the Company Disclosure Letter sets forth a true and complete list of any material interest or investment in (whether equity or debt) any corporation, partnership, limited liability company, joint venture, business, trust or other Person owned, directly or indirectly, by the Company, other than (i) interests or investments held by the Company for the account of clients as of the date hereof and Liens on interests or investments securing Indebtedness of such clients or (ii) securities, interests and investments maintained by the Company in the Ordinary Course.

     3.3 Authorization; Binding Obligations . The Company has all necessary power and authority to make, execute and deliver this Agreement and the Related Agreements to which it is a party and to perform all of the obligations to be performed by it hereunder and thereunder. The making, execution, delivery and performance by the Company of this Agreement and the Related Agreements and the consummation by it of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the Company. This Agreement has been and, as of the Closing Date, the Related Agreements will be, duly and validly executed and delivered by the Company, and assuming the due authorization, execution and delivery by Parent, each of this Agreement and the Related Agreements will constitute the valid, legal and binding obligation of the Company, enforceable against it in accordance with its terms, except as the enforceability hereof may be limited by bankruptcy, insolvency, moratorium or other similar Requirements of Law, now or hereafter in effect, relating to or affecting the rights of creditors generally and the availability of specific remedies may be limited by legal and equitable principles of general applicability.

     3.4 No Conflicts . Except as set forth in Section 3.4 of the Company Disclosure Letter , the execution, delivery and performance by the Company of this Agreement and each of the Related Agreements to which it is a party, and the fulfillment of and compliance with the respective terms hereof and thereof by the Company, do not and will not (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default or event of default under (whether with or without due notice, the passage of time or both), (c) result in the creation of any Lien upon the shares of Company Stock to, (d) give any third party the right to modify, terminate or accelerate any obligation under, (e) result in a violation of, or (f) require any Consent or other action by, notice to, or filing with, any third party or Governmental Authority pursuant to, the articles of incorporation or code of regulations of the Company, or any applicable Requirements of Law or Material Contract to which the Company, or its properties or the shares of Company Stock are subject, except for such conflicts, violations, Liens, contraventions, cancellations, defaults or Consents, the

failure of which to obtain or violation of which will not individually or in the aggregate reasonably be expected to have a Material Adverse Effect.

     3.5 Approvals . There are no notices, reports or other filings required to be made by the Company, or Consents required to be obtained by the Company or any of the Subsidiaries from, any Governmental Authority or other third party in order for the Company to execute, deliver or perform this Agreement and the Related Agreements and to consummate the transactions contemplated hereby and thereby, except (a) as set forth in Section 3.5 of the Company Disclosure Letter , or (b) where the failure to make such notices, reports or other filings or the failure to obtain such Consents, individually or in the aggregate, would not reasonably be expected to (i) prevent, impair or delay the consummation of the transactions contemplated by this Agreement and the Related Agreements, or (ii) have or cause a Material Adverse Effect.

     3.6 Litigation . Except as set forth on Section 3.6 of the Company Disclosure Letter there is no investigation, action, suit, proceeding, claim, arbitration or other litigation pending or, to the Knowledge of the Company, threatened, nor has any event occurred or circumstance exist that may give rise to or serve as a basis for the commencement of any of the same, against or affecting the Company or the Business (including any claim involving a Company Customer Contract or a Company Customer or any Company Leased Real Property) that, individually or in the aggregate, (a) as of the date of this Agreement, involves a claim against, or is reasonably likely to result in a liability of, the Business in excess of $10,000 net of existing reserves and after application of available insurance proceeds, if any, provided that multiple claims or causes of action arising out of a single circumstance or a collection of circumstances based on the same related set of facts shall be deemed to be a single claim or cause of action for purposes of this determination, (b) would reasonably be expected to have a Material Adverse Effect, or (c) would affect the legality, validity or enforceability of this Agreement or any Related Agreement or prevent or materially impair or delay the consummation of the transactions contemplated hereby or thereby.

     3.7 Compliance with Requirements of Law, Regulatory Matters . Except as set forth on Section 3.7 of the Company Disclosure Letter : (a) The Company is, and since December 31, 2005 the Business has been operated, in compliance in all material respects with all material Requirements of Law. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Since December 31, 2005, neither UCFC nor the Company has received any written, or, to the Knowledge of the Company, oral notice from (and otherwise does not have any Knowledge of) any Governmental Authority, including the ODFI, that alleges any noncompliance (or that the Company is under any investigation by any such Governmental Authority for such alleged noncompliance) with any Requirement of Law relating to the Business.

          (b) (i) The Company holds all Permits that are required in order to conduct the Business in the manner presently conducted under and pursuant to all Requirements of Law in all material respects; (ii) all such Permits are in full force and effect and are not subject to any suspension, cancellation, modification, revocation or any proceedings or investigations related thereto, and, to the Knowledge of the Company, no such suspension, cancellation, modification, revocation, proceeding or investigation is

threatened, nor do facts exist which would reasonably form the basis for any such suspension, cancellation, modification, revocation, proceeding or investigation that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, and (iii) the Company is not in default, and no condition exists that with notice or lapse of time or otherwise would constitute a default, under any such Permit that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

          (c) All material registrations, reports, statements of additional information, financial statements, sales literature, statements, notices and other filings required to be filed with any Governmental Authority, including all amendments or supplements to any of the above (the “ Filings ”) required to be filed by the Company since December 31, 2005 related to the Business have been filed in compliance in all material respects with all Requirements of Law and the information contained therein was true and correct in all material respects. The Company has made available to Parent true and complete copies of its regulatory compliance files, including without limitation copies of all ODFI related materials, maintained by the Company.

          (d) Except for routine examinations conducted by any Governmental Authority in the regular course of the Business, since December 31, 2005 (i) no Governmental Authority has initiated any proceeding, investigation, examination, audit or review into the Business (a “ Proceeding ”) and no such Proceeding is ongoing, unresolved or, to the Knowledge of the Company, threatened by any Governmental Authority and (ii) the Company has not received any notice or communication (A) of any unresolved violation or exception by any Governmental Authority with respect to any report or statement by any Governmental Authority relating to any examination of any of the Company, (B) threatening to revoke or condition the continuation of any Permit or (C) restricting or disqualifying their activities (except for restrictions generally imposed by rule, regulation or administrative policy on similarly regulated Persons generally), which would have or cause a Material Adverse Effect.

          (e) The Company has complied in all material respects with all material Requirements of Laws regarding the privacy of Company Customers and has established and complied in all material respects with policies and procedures in this regard reasonably designed to ensure compliance with Requirements of Law.

          (f) The Company, to the extent required by Requirements of Law, has a written anti-money laundering program and a written customer identification program in compliance with Requirements of Law and has complied with the terms of such program in all material respects.

     3.8 Financial Statements . (a) (i) The audited balance sheets at December 31 in each of the years 2005, 2006 and 2007, and the related audited statements of income, changes in shareholder equity and cash flows and notes related thereto of the Company on a consolidated basis for each of the fiscal years then ended (the “ Audited Financial Information ”), (ii) the unaudited consolidated balance sheet of the Company at September 30, 2008 and related unaudited statements of income, changes in shareholder equity and cash

flows and notes related thereto of the Company on a consolidated basis as of and for the nine-month period then ended (the “ September 30, 2008 Financial Information ”), and (iii) an unaudited consolidated balance sheet of the Company at November 30, 2008 (the “ Reference Balance Sheet ” and together with the September 30, 2008 Financial Information, the “ Unaudited Financial Information ”) and related unaudited statements of income, changes in shareholder equity and cash flows and notes related thereto of the Company as of and for the eleven-month period then ended (the “ Reference Income Statement ”), including in each case the notes thereto (such information in items (i), (ii) and (iii) collectively, the “ Company Financial Information ”) have been delivered to Parent. The Reference Balance Sheet is included as Exhibit 3.8(a) hereto. As of the date hereof, the Company has not made or declared any dividends on the Company Stock since the date of the Reference Balance Sheet.

          (b) The Company Financial Information has been (i) derived from the books of account and other financial records of the Business and (ii) prepared in accordance with GAAP consistently applied, subject only to normal recurring year-end adjustments and the absence of notes for the Unaudited Financial Information and except as otherwise expressly provided in the Company Financial Information. The Company Financial Information fairly presents in all material respects the consolidated financial position of the Company as of the respective dates thereof and their consolidated results of operations and cash flows for the respective periods then ended (subject, in the case of unaudited interim financial statements, to the absence of notes and normal and recurring year-end audit adjustments).

          (c) The corporate minute books of the Company that have been made available to the Parent for inspection, including such corporate minute books from December 31, 2005, are complete and correct in all material respects. A true and complete list of the incumbent directors and officers of the Company is attached as Section 3.8(c) of the Company Disclosure Letter .

          (d) The Company maintains in all material respects internal controls over financial reporting (“ Internal Controls ”) to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provides reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company that could materially and adversely effect the Company’s financial statements.

     3.9 Title; Sufficiency of Assets . Upon consummation of the transactions contemplated by this Agreement and the Related Agreements, Parent or one or more of its subsidiaries and Controlled Affiliates (including the Company), taken together, will own, possess, have a valid license to, have a valid lease in or otherwise have the right to use all of

the rights, properties and assets necessary to conduct the Business in all material respects as currently conducted and as the same will be conducted on the Closing Date, including all such assets reflected in the Reference Balance Sheet or acquired since the date thereof (collectively, the “ Assets ”), except for any failure to have such title, interests or rights that, individually or in the aggregate, has not had and would not reasonably be expected to have or result in a Material Adverse Effect. The Company has maintained in all material respects all tangible Assets in good repair, working order and operating condition, subject only to ordinary wear and tear.

     3.10 Employee Benefit Plans; Employee Matters .

          (a) Section 3.10(a) of the Company Disclosure Letter lists each Company Benefit Plan applicable to the Company and the Business. Except as disclosed in Section 3.10(a) of the Company Disclosure Letter , (i) each Company Benefit Plan is in writing and the Company has made available to Parent a true and complete copy of each Company Benefit Plan and a true and complete copy of the following items (in each case, only if applicable) (A) each trust or other funding arrangement, (B) each summary plan description and summary of material modifications, (C) the most recently filed annual reports on the IRS Form 5500 for each such Company Benefit Plan, including without limitation all schedules thereto, all financial statements with attached opinions of independent accountants and all actuarial reports, and (D) the most recently received IRS determination letter for each such Company Benefit Plan, and (ii) the Company has no express or implied commitment with respect to the Business to create, incur any Liability with respect to or cause to exist any other Plan or to modify, change or terminate any Company Benefit Plan.

          (b) Except as disclosed in Section 3.10(b) of the Company Disclosure Letter , (i) each of the Company Benefit Plans is, and has always been, operated in accordance in all material respects with all applicable provisions of ERISA, the Code, and all other Requirements of Law and has in all material respects been administered, operated and managed in accordance with its governing documents, (ii) no prohibited transactions (as defined in ERISA Section 406 or Code Section 4975), except any as to which an exemption described in ERISA Section 408 applies, and no violations of ERISA Section 407 have occurred with respect to any Company Benefit Plan, and (iii) and each Company Benefit Plan (including any Plan covering former employees and retirees of the Company) may be amended or terminated by the Company or other applicable sponsor of the Plan on or at any time after the Closing Date.

          (c) Except as disclosed in Section 3.10(c) of the Company Disclosure Letter , none of UCFC, the Company nor any of their ERISA Affiliates has now or at any time contributed to or been required to contribute to, sponsored, or maintained, or has any liability with respect to, (i) a multiemployer plan (as defined in ERISA Section 3(37) or 4001(a)(3)) or (ii) any Pension Plan which is subject to the provisions of Title IV of ERISA.

          (d) Except as disclosed in Section 3.10(d) of the Company Disclosure Letter , the IRS has issued a favorable determination letter with respect to each of the Company Benefit Plans that is intended to be qualified under Section 401(a) of the Code (a “ Company Qualified Plan ”) to the effect that such plan is qualified under Section 401(a) of

the Code. No circumstances exist that would adversely affect the qualified status of any Company Qualified Plan or that could be expected to result in the revocation of its related trust’s exemption from United States federal income taxation.

          (e) Except as disclosed in Section 3.10(e) of the Company Disclosure Letter , each of the Company Benefit Plans that is a nonqualified deferred compensation arrangement has been maintained, administered and operated in material compliance with Code Section 409A and the regulations and guidance thereunder.

          (f) Except as otherwise disclosed in Section 3.10(f) of the Company Disclosure Letter , there are no pending or, to the Knowledge of the Company, threatened material claims (other than claims for benefits in the ordinary course), lawsuits or arbitrations which have been asserted or instituted against the Company Benefit Plans, any fiduciaries thereof with respect to their duties to the Company Benefit Plans or the assets of any of the trusts under any of the Company Benefit Plans; and the Company has no liability with respect to a Company Benefit Plan by virtue of its being a member of a controlled group with a Person who has liability under the Code or ERISA.

          (g) To the Knowledge of the Company, no labor union, labor organization or group of employees of the Company has made a pending demand for recognition or certification with respect to the Business Employees, there are no representation or certification proceedings or petitions seeking a representation proceeding with respect to the Business Employees presently pending or, to the Knowledge of the Company, threatened to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority and there have been no such actions, events or disputes since December 31, 2005. There are no strikes, organized work stoppages, organized slowdowns, lockouts or other material labor disputes pending or, to the Knowledge of the Company, threatened against or involving the Business Employees. The Company is not a party to, bound by, or in the process of negotiating a collective bargaining agreement or other agreement with a labor union or labor organization covering any of the Business Employees.

          (h) Except as disclosed in Section 3.10(h) of the Company Disclosure Letter or in Section 6.5 of this Agreement, the consummation of the transactions contemplated by this Agreement will not (i) entitle any Business Employee to separation, termination or severance pay, unemployment compensation or any other similar-type benefit payment, (ii) result in the payment to any present or former employee, officer, director or consultant of the Company of any money or other property, or (iii) accelerate the time of payment or vesting, or increase the amount of compensation due any such employee.

          (i) Except as disclosed in Section 3.10(i) of the Company Disclosure Letter or except to the extent required under ERISA Section 601 et. seq. and Code Section 4980B, none of the Company Benefit Plans provides for or promises medical, disability or life insurance or any other welfare benefits after retirement or other termination of employment to any current or former employee, officer, director or consultant of the Company.

     3.11 Absence of Undisclosed Liabilities . The Company is not subject to any claims, liabilities or obligations (whether known, unknown, absolute, accrued, contingent or otherwise) and, to the Knowledge of the Company, there are no existing conditions, situations or facts that could reasonably be expected to result in any such claim, obligation or liability, except (a) as and to the extent disclosed on, or as to which a reserve has been established on, the Reference Balance Sheet, (b) claims, obligations and liabilities that (i) are incurred after the date of the Reference Balance Sheet in the Ordinary Course consistent with past practice of Company, and (ii) individually or in the aggregate, would not reasonably be expected to have or result in a Material Adverse Effect, or (c) as set forth on Section 3.11 of the Company Disclosure Letter .

     3.12 Absence of Certain Changes . Except for the matters contemplated by this Agreement and as set forth on Section 3.12 of the Company Disclosure Letter , since November 30, 2008, the Business has been conducted in the Ordinary Course and there has not been any change in the business, operations, properties, assets, condition (financial or otherwise) or results of the Company taken as a whole which would have or cause a Material Adverse Effect; and as of the date of this Agreement, James H. Sisek is not actually aware of any Company Customers who intend to terminate their existing Company Customer Contract as currently in effect, or otherwise terminate or conclude their relationship with the Company, upon effecting the transactions contemplated by this Agreement.

     3.13 Company Real Property .

          (a) Except as set forth in Section 3.13 of the Company Disclosure Letter , the Company does not own or ground lease any real property. Section 3.13(a) of the Company Disclosure Letter sets forth a true and complete list of all Company Leased Real Property, identifying each Company Lease and the identity of the lessee and lessor thereunder. Each Company Lease is in full force and effect.

          (b) Except as set forth in Section 3.13 of the Company Disclosure Letter , The Company has not subleased any of the Company Leased Real Property to any third party or given any third party any license or other right to occupy any portion of the Company Leased Real Property leased by the Company.

     3.14 Certain Contracts . Except as set forth on Section 3.14 of the Company Disclosure Letter , the Company is not a party to or bound by any Contract, arrangement, commitment or understanding (other than any Plan described elsewhere herein) (each a “ Material Contract ”) which shall include (i) any agreement (or group of related agreements) with any Person, other than agreements with Company Customers, involving payments by or to the Company in excess of, or that would reasonably be expected to be in excess of, $50,000 for any consecutive twelve-month period, (ii) any material agreement concerning a partnership or joint venture, (iii) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $50,000 or under which it has imposed a Lien on