FOURTH AMENDMENT TO CREDIT AGREEMENT AND LIMITED WAIVER

Exhibit 10.64

FOURTH AMENDMENT TO CREDIT AGREEMENT AND LIMITED WAIVER

     THIS FOURTH AMENDMENT TO CREDIT AGREEMENT AND LIMITED WAIVER dated as of March 31, 2009 (this “ Amendment ”) by and among NATIONAL CONSUMER COOPERATIVE BANK, a corporation chartered by Act of Congress of the United States which conducts business under the trade name NCB (the “ Borrower ”), the Banks party hereto (the “ Consenting Banks ”) and SUNTRUST BANK, as Administrative Agent (the “ Agent ”).

     WHEREAS, the Borrower, the Banks and the Agent are parties to that certain Credit Agreement dated as of May 1, 2006 (as amended from time to time prior to the date hereof, the “ Credit Agreement ”; capitalized terms used herein and not otherwise defined herein are used herein with the respective definitions given them in the Credit Agreement);

     WHEREAS, the Borrower has informed the Agent and the Banks that NCB, FSB (the “ Thrift ”) failed to have Thrift Net Income of at least $3,500,000 for the fiscal quarter ending December 31, 2008 in violation of Section 6.9(j) of the Credit Agreement (the “ Specified Default ”); and

     WHEREAS, the Borrower has requested, and the Consenting Banks and the Agent have agreed, that the Banks waive the Specified Default and that the Agent and the Banks amend certain provisions of the Credit Agreement on the terms and conditions contained herein.

     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto hereby agree as follows:

     Section 1. Amendments to Credit Agreement . Subject to the satisfaction of the conditions precedent set forth in Section 4 below:

     (a) The Credit Agreement is hereby amended by inserting the following new defined terms in proper alphabetical order in Article 1:

     “‘ Call Report ’ shall mean, with respect to each Financial Institution Subsidiary, the “Consolidated Reports of Condition and Income” (FFIEC Form 031 or 041 or any successor form of the Federal Financial Institutions Examination Council).”

     “‘ Capital Purchase Program ’ shall mean the U.S. Department of Treasury’s capital purchase program established pursuant to the Emergency Economic Stabilization Act of 2008.”

     “‘ Collateral ’ shall mean any and all personal property of the Borrower, whether now owned or hereafter acquired, and all of the Capital Stock of the Thrift now owned or hereafter acquired by NCBFC, in each case upon which a lien is purported to be created by any Security Document.

     “‘ FDIC ’ has the meaning given such term in Section 3.22 hereof.”

     “‘ FDIC Guarantee Program ’ shall mean the FDIC’s temporary liquidity guarantee program established pursuant to 12 C.F.R. Part 370.”

     “‘ Fourth Amendment ’ shall mean that certain Fourth Amendment to Credit Agreement and Limited Waiver dated as of March 31, 2009 by and among the Borrower, the Agent and the Banks party thereto.”

     “‘ Fourth Amendment Date ’ shall mean the date that the Fourth Amendment becomes effective in accordance with the terms thereof.”

     “‘ Guaranty Agreement ’ shall mean the Guaranty Agreement entered into by NCBFC in favor of the Agent pursuant to the terms of the Fourth Amendment, which agreement guarantees the Obligations.”

     “‘ NCBFC ’ shall mean NCB Financial Corporation, a Delaware chartered savings and loan holding company.”

     “‘ Obligations ’ shall mean (a) all amounts owing by the Borrower or NCBFC to the Agent, the Issuing Bank or any Bank pursuant to or in connection with this Agreement or any other Loan Document or otherwise with respect to any Loan or Letter of Credit, including without limitation, all principal, interest (including any interest accruing after the filing of any petition in bankruptcy or the commencement of any insolvency, reorganization or like proceeding relating to the Borrower or NCBFC, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), all reimbursement obligations, fees, expenses, indemnification and reimbursement payments, costs and expenses (including all reasonable fees and expenses of counsel to the Agent, the Issuing Bank and any Bank actually incurred pursuant to this Agreement or any other Loan Document), whether direct or indirect, absolute or contingent, liquidated or unliquidated, now existing or hereafter arising hereunder or thereunder and (b) all obligations and/or liabilities under any Swap Contracts owed by the Borrower or any of its Subsidiaries to any Bank or Affiliate of any Bank, together with all renewals, extensions, modifications or refinancings of any of the foregoing.’

     “‘ OCC ’ shall mean the Office of the Comptroller of the Currency.”

     “‘ Pledge Agreement ’ shall mean the Pledge Agreement entered into by NCBFC in favor of the Agent pursuant to the terms of the Fourth Amendment, which agreement secures the Obligations.”

     “‘ Security Agreement ’ shall mean the Security Agreement entered into by the Borrower in favor of the Agent pursuant to the terms of the Fourth Amendment, which agreement secures the Obligations.”

     “‘ Security Documents ’ shall mean the Security Agreement and the Pledge Agreement.”

     “‘ Thrift Conversion ’ shall mean the conversion of the Thrift from a federally chartered savings bank to a national bank which is consummated in accordance with all applicable laws and regulations.”

     (b) The Credit Agreement is hereby further amended by deleting the defined terms “Applicable Margin”, “Applicable Percentage”, “Asset Securitization”, “Base Rate”, clause (viii) of “Consolidated Adjusted Net Income”, “Consolidated Fixed Charges”, “Loan Documents”, “Post-Default Rate”, “Return on Average Assets”, “Senior Note Agreements”, “Swing Line Loan Limit”, “Tangible Assets”, “Tangible Equity”, “Thrift” and “Thrift Net Income” set forth in Article 1 in their entirety and substituting in lieu thereof the following:

     “‘ Applicable Margin ’ shall mean, as of any date on or after the Fourth Amendment Date, (a) with respect to LIBOR Loans outstanding on any such date, 3.50% per annum and (b) with respect to Base Rate Loans outstanding on any such date, 1.00% per annum.”

     “‘ Applicable Percentage ’ shall mean, with respect to the Commitment Fee as of any date on or after the Fourth Amendment Date, 0.60%.”

     “‘ Asset Securitization ’ shall mean, with respect to any Person, a transaction involving the sale or transfer of receivables by such Person to (a) a special purpose corporation or grantor trust or similar entity (an “ SPV ”) established solely for the purpose of purchasing such receivables from the Borrower or any Subsidiary, (b) the Federal National Mortgage Association or (c) the Federal Home Loan Mortgage Corporation, in each case for Cash in an amount equal to the Fair Market Value thereof; provided, however, that the Borrower or any Subsidiary may (A) establish and maintain a reserve account containing Cash or Securities as a credit enhancement in respect of any such sale, or (B) purchase or retain a subordinated interest in such receivables being sold.

     “‘ Base Rate ’ shall mean the higher of (i) the rate which SunTrust Bank announces from time to time as its prime lending rate, as in effect from time to time, (ii) the Federal Funds Rate, as in effect from time to time, plus one-half of one percent ( ¹ / 2 %) per annum (any changes in such rates to be effective as of the date of any change in such rate), and (iii) the sum of (A) LIBOR with an Interest Period of one month, as determined on a daily basis, plus (B) 2.50%. The SunTrust Bank prime lending rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer. SunTrust Bank may make commercial loans or other loans at rates of interest at, above, or below the SunTrust Bank prime lending rate.”

     “‘ Consolidated Adjusted Net Income ’...(viii) any portion of the net earnings of any Subsidiary which for any reason is unavailable for payment of

dividends to the Borrower or any other Subsidiary; provided, however , that the net earnings of the Thrift may be included in Consolidated Adjusted Net Income if the sole reason that such earnings would otherwise have been excluded is based upon restrictions imposed upon the Thrift by virtue of its participation in the Capital Purchase Program,”

     “‘ Consolidated Fixed Charges ’ with respect to the Borrower and its Subsidiaries on a consolidated basis for any period shall mean the sum of: (i) all interest and all amortization of Indebtedness (other than (a) amortization of required periodic payments under the Class A Notes and mandatory prepayments under the Class A Notes arising due to either NCBFC’s or the Thrift’s participation in the Capital Purchase Program and (b) prepayments of the Senior Notes and the Indebtedness hereunder as required by the terms of the Senior Note Agreement or this Agreement), amortized discount and expense on all Indebtedness for borrowed money of the Borrower and its Subsidiaries, plus (ii) all Rentals payable during such period by the Borrower and its Subsidiaries.”

     “‘ Loan Documents ’ shall mean this Agreement, the Notes, the Guaranty Agreement, the Security Documents and all other documents executed and delivered in connection herewith or therewith, including all amendments, modifications and supplements of or to all such documents.”

     “‘ Post-Default Rate ’ shall mean (i) in respect of any Loans not paid when due (whether at stated maturity, by acceleration or otherwise), a rate per annum during the period commencing on the due date until such Loans are paid in full equal to (after as well as before judgment) (a) if such Loans are Base Rate Loans, 2% above the Base Rate plus the Applicable Margin as in effect from time to time for Base Rate Loans, or (b) if such Loans are LIBOR Loans, 2% above the rate of interest in effect thereon at the time of such default (inclusive of the Applicable Margin at such time) until the end of the then current Interest Period therefor and, thereafter, 2% above the Base Rate plus the Applicable Margin as in effect from time to time for Base Rate Loans; and (ii) in respect of other amounts payable by the Borrower hereunder (other than interest) not paid when due (whether at stated maturity, by acceleration or otherwise), a rate per annum during the period commencing on the due date until such other amounts are paid in full equal to (after as well as before judgment) 2% above the Base Rate plus the Applicable Margin as in effect from time to time for Base Rate Loans.”

     “‘ Return on Average Assets ’ shall mean, with respect to the Thrift for any Quarterly Fiscal Date, a percentage determined by dividing (a) the sum of Thrift Net Income for such Quarterly Fiscal Date and the three preceding Quarterly Fiscal Dates by (b) the average of the “total assets” of the Thrift (as stated in TFR Report Schedule SO, Line SI870 or, if the Thrift Conversion has occurred, the Thrift’s Call Report.) for such four Quarterly Fiscal Dates.”

     “‘ Senior Note Agreement ’ shall mean Note Purchase and Uncommitted Master Shelf Agreement, dated as of December 28, 2001, in respect of (A) the Borrower’s 5.60% Senior Notes due December 28, 2010, and (B) the Borrower’s 5.62% Senior Notes due December 28, 2009, as such agreement may be amended, extended, restated, refunded, refinanced or otherwise supplemented or modified from time to time.”

     “‘ Swing Line Loan Limit ’ shall mean $0.”

     “‘ Tangible Assets ’ shall mean, for the Thrift as of any date, tangible assets as defined under the applicable reporting regulations promulgated by the Office of Thrift Supervision or if the Thrift Conversion has occurred, as defined under the applicable capital requirements promulgated by any applicable Governmental Authority.”

     “‘ Tangible Equity ’ shall mean, for the Thrift as of any date, tangible equity as defined under the applicable reporting regulations promulgated by the Office of Thrift Supervision or, if the Thrift Conversion has occurred, as defined under the applicable capital requirements promulgated by any applicable Governmental Authority.”

     “‘ Thrift ’ shall mean NCB, FSB, a federally chartered savings bank located in Hillsboro, Ohio (and shall include the successor entity into which the Thrift has been converted as permitted by this Agreement).”

     “‘ Thrift Net Income ’ shall mean, for any period, the amount stated as “net income” of the Thrift in TFR Report Schedule SO, Line SO91 or, if the Thrift Conversion has occurred, the Thrift’s Call Report, for such period.”

     (c) Any reference to “Senior Note Agreements” in the Credit Agreement or in any other Loan Documents shall be deemed to be a reference to “Senior Note Agreement.”

     (d) The Credit Agreement is hereby further amended by deleting the phrase “of up to Thirty Million Dollars ($30,000,000.00)” from clause (i) of Section 2.1(b) in its entirety.

     (e) The Credit Agreement is hereby further amended by deleting clause (iii) of Section 2.3(a) in its entirety and substituting in lieu thereof the following:

     “(iii) In the case of each notice of conversion of Loans of one type into Loans of another type, prepayment and in the case of the termination and each reduction of the Aggregate Revolving Commitments, the Borrower shall give notice (by facsimile or by telephone confirmed in writing promptly thereafter) to the Agent no later than 11:00 a.m., Atlanta, Georgia time, three (3) Business Days (or such shorter period as the Agent may agree) prior to the date of the proposed conversion, prepayment, termination or reduction of Aggregate Revolving Commitments.”

     (f) The Credit Agreement is hereby further amended by deleting clause (i) of Section 2.9(c) in its entirety and substituting in lieu thereof the following:

     “(i) Net Cash Sale Proceeds from Asset Sales (other than Net Cash Sale Proceeds from (1) Asset Securitizations, (2) sales of loans (other than to the Thrift) in the ordinary course of business consistent with past practice, (3) the sale or other disposition for fair market value of obsolete or worn out equipment or other assets not necessary for operations disposed of in the ordinary course of business and (4) Asset Sales up to an aggregate amount not to exceed $500,000);”

     (g) The Credit Agreement is hereby further amended by deleting clause (ii) of Section 2.9(c) in its entirety and substituting in lieu thereof the following:

     “(ii) Net Cash Equity Issuance Proceeds of the Borrower or any Subsidiary (other than Net Cash Equity Issuance Proceeds (x) that are subject to mandatory repayment pursuant to any requirements governing the Class A Notes or (y) that NCBFC or the Thrift, as applicable, receives pursuant to its participation in the Capital Purchase Program);”

     (h) The Credit Agreement is hereby further amended by deleting clause (i) of Section 2.9(d) in its entirety and substituting in lieu thereof the following:

     “(i) Each prepayment required by clause (c) immediately above shall be applied on a pro rata basis to reduce the outstanding amounts under the Revolving Commitments of each Bank with a pro rata permanent reduction in the Revolving Commitment of each Bank corresponding to the amount of each such prepayment.”

     (i) The Credit Agreement is hereby further amended by deleting Section 2.11 in its entirety and substituting in lieu thereof the following:

     “SECTION 2.11 [Intentionally Deleted.]”

     (j) The Credit Agreement is hereby further amended by deleting clause (a) of Section 2.12 in its entirety and substituting in lieu thereof the following:

     “(a) During such periods such Loan is a Base Rate Loan, the Base Rate in effect from time to time plus the Applicable Margin; and”

     (k) The Credit Agreement is hereby further amended by deleting clause (a) of Section 3.23 in its entirety and substituting in lieu thereof the following:

     “(a) No Financial Institution Subsidiary has violated any applicable regulatory restrictions on dividends, and no Governmental Authority has taken any action against any Financial Institution Subsidiary to restrict the payment of

dividends by such Financial Institution Subsidiary, it being acknowledged by the parties that restrictions on the payment of dividends imposed solely pursuant to the Capital Purchase Program shall not be deemed to be a violation of this representation.”

     (l) The Credit Agreement is hereby further amended by deleting clause (b) of Section 5.2 in its entirety and substituting in lieu thereof the following:

     “(b) At the same time as it delivers the financial statements required under the provisions of Section 5.1 and 5.2(a), duly executed copies of all quarterly financial reports required to be filed with the Office of Thrift Supervision or any other applicable Governmental Authority regulating the Thrift, including, without limitation, the Thrift’s then-current Thrift Financial Report, Form 1313 or, if the Thrift Conversion has occurred, the Thrift’s then-current Call Report.”

     (m) The Credit Agreement is hereby further amended by inserting the following new clause (c) into Section 5.2 in appropriate alphabetical order:

     “(c) Promptly after delivery thereof, all reports, certificates and other information required to be delivered pursuant to the FDIC Guarantee Program or the Capital Purchase Program and, promptly upon receipt thereof, any notice from the U.S. Treasury or its permitted transferee under the Capital Purchase Program that such Person intends to exercise any rights with respect to any Capital Stock granted to such Person pursuant to the Capital Purchase Program.”

     (n) The Credit Agreement is hereby further amended by deleting Section 5.3 in its entirety and substituting in lieu thereof the following:

     “SECTION 5.3 LOAN PORTFOLIO REPORTS.

     A copy of:

     (a) A monthly Loan Portfolio Report of the Borrower, which shall be delivered within 30 days after the end of each month and which sets forth, with respect to loans held in its portfolio, classifications relating to delinquency, non-performance, risk rating, loss allowances and other related matters as of the end of the last month of the fiscal quarters covered by such financial statements, to be prepared on substantially the same basis and to contain substantially the same information as the Loan Portfolio Report, dated December 31, 2005, in respect of the month of December, 2005, a copy of which was delivered to the Agent prior to the date hereof,

     (b) A quarterly Report on Allowances for Loan Losses and Reserves of the Borrower, which shall be delivered at the same time the Borrower delivers the financial statements required under the provisions of Section 5.2 and which

shall be prepared on substantially the same basis and to contain substantially the same information as the Report on Allowances for Loan Losses and Reserves, dated December 31, 2005, a copy of which was delivered to the Agent prior to the date hereof,

     (c) A monthly loan run-off report, which shall be delivered within 30 days after the end of each month and which shall detail, in form and substance reasonably satisfactory to the Agent, the amounts received during such month from loan maturities, amortizations and prepayments, and

     (d) A monthly loan and commitment report, which shall be delivered within 30 days after the end of each month and which shall detail, in form and substance reasonably satisfactory to the Agent, (i) the loans and commitments of the Borrower that are refinanced, extended or renewed, in each case as permitted by Section 7.16, (ii) the loans and commitments of the Borrower that are terminated or that have matured without being refinanced, extended or renewed and (iii) the loans and commitments of the Borrower that are repaid in full and recommitted or refinanced by the Thrift;

provided that such monthly and quarterly reports need not, unless the Agent or any Bank shall reasonably so request and permitted by any applicable law, rule, regulation or judicial or regulatory process, disclose the names of the obligors on such loans.”

     (o) The Credit Agreement is hereby further amended by deleting clause (b) of Section 6.9 in its entirety and substituting in lieu thereof the following:

     “(b) FIXED CHARGE COVERAGE RATIO. With respect to the Borrower, maintain for any period of four (4) consecutive fiscal quarters of the Borrower, Consolidated Earnings Available for Fixed Charges not less than one hundred percent (100%) of Consolidated Fixed Charges for such period; provided, however, that, solely for the test periods ending March 31, 2009, June 30, 2009 and September 30, 2009, the Borrower shall only be required to maintain Consolidated Earnings Available for Fixed Charges of not less than eighty-five percent (85%) of Consolidated Fixed Charges for such periods. Solely for the purpose of calculating the foregoing ratio for the four (4) fiscal quarters immediately following the Fourth Amendment Date, the lesser of: (a) $2,500,000 and (b) the actual transaction costs paid by the Borrower in connection with the closing of the Fourth Amendment and the closing of any corresponding amendment to the Senior Note Agreements, shall be excluded from such calculation.”

     (p) The Credit Agreement is hereby further amended by deleting clause (c) of Section 6.9 in its entirety and substituting in lieu thereof the following

     “(c) CONSOLIDATED DEBT TO CONSOLIDATED ADJUSTED NET WORTH. Have, at all times, a ratio of Consolidated Debt to Consolidated Adjusted Net Worth in an amount not greater than 11.0 to 1.0; provided, however, that if either NCBFC or the Thrift receives proceeds of the issuance of Capital Stock under the Capital Purchase Program, the Borrower shall have at all times immediately following receipt of such funds, a ratio of Consolidated Debt to Consolidated Adjusted Net Worth in an amount not greater than 9.5 to 1.0. For purposes of calculating this ratio only, “Consolidated Adjusted Net Worth” shall be reduced by the amount by which the sum of seventy five percent (75%) of (i) ninety (90) day overdue accounts, (ii) non-performing loans, (iii) real estate owned in substance foreclosure and other miscellaneous repossessions, and (iv) modified loans, exceed the reserves for credit losses established by the Borrower and its Subsidiaries. Further, solely for the purpose of calculating the foregoing ratio for the four (4) fiscal quarters immediately following the Fourth Amendment Date, the lesser of: (a) $2,500,000 and (b) the actual transaction costs paid by the Borrower in connection with the closing of the Fourth Amendment and the closing of any corresponding amendment to the Senior Note Agreements, shall be excluded from such calculation.”

     (q) The Credit Agreement is hereby further amended by deleting clause (e) of Section 6.9 in its entirety and substituting in lieu thereof the following:

     “(e) ASSET QUALITY. Have, at all times, a ratio of Nonperforming Assets of the Borrower and its Subsidiaries to Total Loans (excluding letters of credit) of not greater than 0.03:1.00.”

     (r) The Credit Agreement is hereby further amended by deleting clause (f) of Section 6.9 in its entirety and substituting in lieu thereof the following:

     “(f) CAPITALIZATION. Cause (i) the Thrift to be “well capitalized” (as such term is defined in 12 C.F.R. 565.4(b)(1) or any successor regulation thereto) at all times until the Thrift Conversion has occurred and the Thrift to be “well capitalized” under 12 C.F.R. 6.4(b)(1) or any successor regulation thereto at all times subsequent to the occurrence of the Thrift Conversion and (ii) each other Financial Institution Subsidiary to be “well capitalized” for all applicable state and federal regulatory purposes at all times. If at any time any Governmental Authority changes the definition of “ well capitalized ” either by amending such ratios or otherwise, such amended definition, and any such amended or new ratios, shall automatically be incorporated by reference into this Agreement as the standard for any Financial Institution Subsidiary on and as of the date that any such a