MODIFICATION AND EXTENSION AGREEMENT
Exhibit
10.1
Note
#UNFUNDED
This
MODIFICATION AND EXTENSION AGREEMENT (the “Agreement”) is made
this 9th day of November
the year 2007 by and
between:
THE
BANKERS’ BANK OF KENTUCKY
000
Xxxxxxxx Xxxxx
X.X. Xxx 000
Xxxxxxxxx,
Xx.
40601 (“Lender”)
And
PREMIER
FINANCIAL BANCORP, INC.
0000
0XX
Xxxxxx
Xxxxxxxxxx,
XX
00000 (“Borrower”)
Whereas, Borrower is indebted to Lender as of the date hereof in the amount of $0.00 evidenced by a promissory note from Borrower to Lender in the original face amount of three million five hundred thousand and 00/100 ($3,500,000.00), dated November 10, 2006 (the “Note”), which is secured by 559,800 shares of Citizens Deposit Bank & Trust (Vanceburg) stock and 18,750 shares of Farmers Deposit Bank (Eminence) stock.
Now,
Therefore, for
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Lender and Borrower hereby agree as follows:
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1.
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Amendment
of Terms. Borrower and Lender desire to modify, renew and/or
extend the Note by amending The terms thereof as follows, to be effective
from and after the date hereof:
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The
Maturity Date of the Note, at which time all unpaid
principal, accrued interest and other charges, fees and expenses
shall be
due and payable in full, shall be November 9,
2008.
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Interest
shall accrue on the outstanding principal balance of the Note, based
on
the actual number of days elapsed over an assumed year
of 360 days, at the rate per annum of 1.00% below the
XX Xxxxxx Xxxxx Co. Prime, adjusted
daily.
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Borrower
shall make payments on the Note as follows:
Interest
due quarterly beginning January 5,
2008
Principal
and all outstanding interest due and payable at
maturity.
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2.
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Acknowledgements
and Waivers of Borrower. Borrower acknowledges
that it has no defense to repayment of the Note in full and Borrower
further acknowledges that it is not aware of any claim or cause of
action
it currently has against Lender. Borrower hereby fully, finally and
forever releases Lender from and against any and all claims Borrower
has
or may have against Lender directly or indirectly arising out of
the
negotiation, closing or administration of the loan evidenced by the
Note
or directly or indirectly arising out of the negotiation or execution
of
this Agreement. Borrower further acknowledges and agrees that any
other
waivers of rights or defenses contained in the Note or any of the
Security
Documents shall remain in full force and effect and are hereby remade
and
affirmed as if set forth in full
herein.
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3.
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No
Novation. Lender and Borrower specifically agree
that this Agreement represents a continuation and modification of
credit
previously extended and is not intended to constitute a novation.
Except
as expressly modified or amended herein, all of the terms and conditions
of the Note shall remain in full force and
effect
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4.
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LATE
CHARGE AND DEFAULT RATE OF INTEREST. IF ANY PAYMENT
DUE UNDER THE NOTE, AS AMENDED HEREBY, IS NOT RECEIVED BY LENDER
WITHIN
20 DAYS OF THE DATE IT
IS DUE,
THEN A LATE CHARGE OF 3.00% MAY
BE CHARGED BY THE LENDER. UPON MATURITY OF THE NOTE, WHETHER BY
ACCELERATION OR OTHERWISE, OR UPON THE OCCURRENCE OF AN EVENT OF
DEFAULT
UNDER THE NOTE, IN ADDITION TO ANY AND ALL OTHER REMEDIES TO WHICH
THE
LENDER MAY BE ENTITLED, THE APPLICABLE RATE OF INTEREST ON THIS NOTE
SHALL
BE INCREASED TO 5.00% PER ANNUM
IN EXCESS OF THE RATE SET FORTH IN PARAGRAPH 1,
ABOVE.
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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first set forth above
LENDER BANKERS’
BANK OF KENTUCKY
By
/s/ Xxxx X. Xxxxx
Xxxx
X. Xxxxx, Executive Vice President
BORROWER PREMIER
FINANCIAL BANCORP, INC.
By
/s/ Xxxxxx X. Xxxxxx 11-21-2007
Xxxxxx
Xxxxxx, President / CEO
