BUSINESS LOAN AGREEMENT
EXHIBIT
10.6
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Principal
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Loan
Date
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Maturity
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Loan
No
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Call
/ Coll
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Account
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Officer
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Initials
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$7,000,000.00
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01-31-2006
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09-28-2017
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25791389
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220
/ 54
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MFL
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References
in the shaded area are for Lender’s use only and do not limit the
applicability of this document to any particular loan or
item.
Any
item above containing “ * * * “ has been omitted due to text length
limitations
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Grantor:
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PREMIER
FINANCIAL BANCORP, INC. (TIN:
00-0000000)
0000
XXXXX XXX.
HUNTINGTON,
WV 25702
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Lender:
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FIRST
GUARANTY BANK
First
Guaranty Square Banking Center - Commercial
Lending
000
Xxxx Xxxxxx Xxxxxx
P
0
Box 2009
Hammond,
LA 70404-2009
(000)
000-0000
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THIS BUSINESS LOAN AGREEMENT dated January 31, 2006, Is made and executed between PREMIER FINANCIAL BANCORP, INC. ("Borrower") and FIRST GUARANTY BANK ("Lender") on the following terms and conditions. Borrower has applied to Lender for a loan or loans or other financial accommodations, including those which may be described on any exhibit or schedule attached to this Agreement ("Loan"). Borrower understands and agrees that: (A) In granting, renewing, or extending any Loan, Lender is relying upon Borrower's representations, warranties, and agreements as set forth In this Agreement; (B) the granting, renewing, or extending of any Loan by Lender at all times shall be subject to Xxxxxx's sole judgment and discretion; and (C) all such Loans shall be and remain subject to the terms and conditions of this Agreement.
APPLICATION
FOR AND PURPOSE OF THE LOAN.
Borrower has applied to Lender for a Loan in the aggregate principal amount
of
$7,000,000 for
the
following purpose:
TO PAYOFF 7MM IN 9.75% DEBENTURES.
XXXXXXXX'S
NOTE.
Xxxxxx
has agreed to extend a Loan to Borrower in the amount of $7,000,000.00 subject
to the terms and conditions of this Agreement and Xxxxxxxx's attached Note.
Xxxxxxxx agrees to be bound and obligated under the terms and conditions of
this
Agreement and Xxxxxxxx's Note.
TERM.
This
Agreement shall be effective as of January 31, 2006, and shall continue in
full
force and effect until such time as all of Borrower's Loans in favor of Lender
have been paid in full, including principal, interest, costs, expenses,
attorneys' fees, and other fees and charges, or until September 28,
2017.
CONDITIONS
PRECEDENT TO EACH ADVANCE.
Xxxxxx's obligation to make the Initial Advance and each subsequent Advance
under this Agreement shall be subject to the fulfillment to Xxxxxx's
satisfaction of all of the conditions set forth in this Agreement and In the
Related Documents.
Loan
Documents.
Borrower shall provide to Lender the following documents for the Loan: (1)
the
Note; (2) Security Agreements granting to Lender security interests in the
Collateral; (3) financing statements and all other documents perfecting Lender's
Security Interests; (4) evidence of insurance as required below; (5) together
with all such Related Documents as Lender may require for the Loan; all in
form
and substance satisfactory to Lender and Lender's counsel.
Borrower's
Authorization.
Borrower shall have provided in form and substance satisfactory to Lender
properly certified resolutions, duly authorizing the execution and delivery
of
this Agreement, the Note and the Related Documents. In addition, Borrower shall
have provided such other resolutions, authorizations, documents and instruments
as Lender or its counsel, may require.
Payment
of Fees and Expenses.
Borrower shall have paid to Lender all fees, charges, and other expenses which
are then due and payable as specified in this Agreement or any Related
Document.
Representations
and Warranties.
The
representations and warranties set forth in This Agreement, in the Related
Documents, and in any document or certificate delivered to Lender under this
Agreement are true and correct.
No
Event of Default.
There
shall not exist at the time of any Advance a condition which would constitute
an
Event of Default under this Agreement or under any Related Document.
REPRESENTATIONS
AND WARRANTIES.
Borrower represents and warrants to Lender, as of the date of this Agreement,
as
of the date of each disbursement of loan proceeds, as of the date of any
renewal, extension or modification of any Loan, and at all times any
Indebtedness exists:
Organization.
Borrower is a corporation for profit which is, and at all times shall be, duly
organized, validly existing, and in good standing under and by virtue of the
laws of the Commonwealth of Kentucky. Borrower is duly authorized to transact
business in all other states in which Borrower is doing business, having
obtained all necessary filings, governmental licenses and approvals for each
state in which Borrower is doing business. Specifically, Borrower is, and at
all
times shall be, duly qualified as a foreign corporation in all states in which
the failure to so qualify would have a material adverse effect on its business
or financial condition. Borrower has the full power and authority to own its
properties and to transact the business in which it is presently engaged or
presently proposes to engage. Borrower maintains its principal office at 0000
XXXXX XXX., XXXXXXXXXX, XX 00000. Unless Borrower has designated otherwise
in
writing, this is the principal office at which Borrower keeps its books and
records including its records concerning the Collateral. Borrower will notify
Lender prior to any change in the location of Xxxxxxxx's state of organization
or any change in Borrower's name. Borrower shall do all things necessary to
preserve and to keep in full force and effect its existence, rights and
privileges, and shall comply with all regulations, rules, ordinances, statutes,
orders and decrees of any governmental or quasi-governmental authority or court
applicable to Borrower and Xxxxxxxx's business activities.
Assumed
Business Names.
Xxxxxxxx has filed or recorded all documents or filings required by law relating
to all assumed business names used by Xxxxxxxx. Excluding the name of Xxxxxxxx,
the following is a complete list of all assumed business names under which
Borrower does business: None.
Authorization.
Borrower's execution, delivery, and performance of this Agreement and all the
Related Documents have been duly authorized by all necessary action by Borrower
and do not conflict with, result in a violation of, or constitute a default
under (1) any provision of (a) Borrower's articles of incorporation or
organization, of bylaws, or (b) any agreement or other instrument binding upon
Borrower or (2) any law, governmental regulation, court decree, or order
applicable to Borrower or to Borrower's properties.
Financial
Information.
Each of
Xxxxxxxx's financial statements supplied to Xxxxxx truly and completely
disclosed Xxxxxxxx's financial condition as of the date of the statement, and
there has been no material adverse change in Xxxxxxxx's financial condition
subsequent to the date of the most recent financial statement supplied to
Lender. Borrower has no material contingent obligations except as disclosed
in
such financial statements.
Legal
Effect.
This
Agreement constitutes, and any instrument or agreement Borrower is required
to
give under this Agreement when delivered will constitute legal, valid, and
binding obligations of Borrower enforceable against Borrower in accordance
with
their respective terms.
Properties.
Except
as contemplated by this Agreement or as previously disclosed in Xxxxxxxx's
financial statements or in writing to Lender and as accepted by Xxxxxx, and
except for property tax liens for taxes not presently due and payable. Xxxxxxxx
owns and has good title to all of Xxxxxxxx's properties free and clear of all
Security Interests, and has not executed any security documents or financing
statements relating to such properties. All of Xxxxxxxx's properties are titled
in Borrower's legal name, and Xxxxxxxx has not used or filed a financing
statement under any other name for at least the last five (5) years.
Hazardous
Substances.
Except
as disclosed to and acknowledged by Xxxxxx In writing, Borrower represents
and
warrants that: (1) During the period of Borrower's ownership of the Collateral,
there has been no use, generation, manufacture, storage, treatment, disposal,
release or threatened release of any Hazardous Substance by any person on,
under, about or from any of the Collateral. (2) Borrower has no knowledge of,
or
reason to believe that there has been (a) any breach or violation of any
Environmental Laws; (b) any use, generation, manufacture, storage, treatment,
disposal, release or threatened release of any Hazardous Substance on, under,
about or from the Collateral by any prior owners or occupants of any of the
Collateral; or is any actual or threatened litigation or claims of any kind
by
any person relating to such matters. (3) Neither Borrower nor any tenant,
contractor, agent or other authorized user of any of the Collateral shall use,
generate, manufacture, store, treat, dispose of or release any Hazardous
Substance on, under, about or from any of the Collateral; and any such activity
shall be conducted in compliance with all applicable federal, state, and local
laws, regulations, and ordinances, including without limitation all
Environmental Laws, Borrower authorizes Lender and its agents to enter upon
the
Collateral to make such inspections and tests as Lender may deem appropriate
to
determine compliance of the Collateral with this section of the Agreement.
Any
inspections or tests made by Lender shall be at Borrower's expense and for
Lender's purposes only and shall not be construed to create any responsibility
or liability on the part of Lender to Borrower or to any other person. The
representations and warranties contained herein are based on Borrower's due
diligence in investigating the Collateral for hazardous waste and
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Loan
No: 25791389
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(Continued)
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Page
2
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Hazardous
Substances.
Borrower hereby (1) releases and waives any future claims against Lender or
indemnity or contribution in the event Borrower becomes liable for cleanup
or
other costs under any such laws, and (2) agrees to indemnify and hold harmless
Lender against any and all claims, losses, liabilities, damages, penalties,
and
expenses which Lender may directly or indirectly sustain or suffer resulting
from a breach of this section of the Agreement or as a consequence of any use,
generation, manufacture, storage, disposal, release or threatened release of
a
hazardous waste or substance on the Collateral. The provisions of this section
of the Agreement, Including the obligation to indemnify, shall survive the
payment of the Indebtedness and the termination, expiration or satisfaction
of
this Agreement and shall not be affected by Lender's acquisition of any interest
in any of the Collateral, whether by foreclosure or otherwise.
Litigation.
There
are no suits or proceedings pending, or to the knowledge of Borrower, threatened
against or affecting Borrower or Borrower's assets, before any court or by
any
governmental agency, other than those previously disclosed to Lender in writing,
which, if adversely determined, may have a material adverse effect on Borrower's
financial condition or business.
Taxes.
To the
best of Xxxxxxxx's knowledge, all of Xxxxxxxx's tax returns and reports that
are
or were required to be filed, have been filed, and all taxes, assessments and
other governmental charges have been paid in full, except those presently being
or to be contested by Borrower in good faith in the ordinary course of business
and for which adequate reserves have been provided.
Information.
All
information heretofore or contemporaneously herewith furnished by Borrower
to
Lender for the purposes of or in connection with this Agreement or any
transaction contemplated hereby is, and all 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; and
none
of such information is or will be incomplete by omitting to state any material
fact necessary to make such Information not misleading.
Lien
Priority.
Unless
otherwise previously disclosed to Lender in writing. Borrower has not entered
Into or granted any Security Agreements, or permitted the filing or attachment
of any Security Interests on or affecting any of the Collateral directly or
indirectly securing repayment of Borrower's Loan and Note, that would be prior
or that may in any way be superior to Lender's Security Interests end rights
in
and to such Collateral.
Binding
Effect.
This
Agreement, the Note, all Security Agreements (if any), and all Related Documents
are binding upon the signers thereof, as well as upon their successors,
representatives and assigns, and are legally enforceable in accordance with
their respective terms.
AFFIRMATIVE
COVENANTS.
Borrower covenants and agrees with Xxxxxx that, so long as this Agreement
remains in effect. Borrower will:
Notices
of Claims and Litigation.
Promptly inform Xxxxxx in writing of (1) all material adverse changes In
Borrower's financial condition, and (2) all existing and all threatened
litigation, claims, investigations, administrative proceedings or similar
actions effecting Borrower or any Guarantor which could materially affect the
financial condition of Borrower or the financial condition of any Guarantor.
Financial
Records.
Maintain its books and records in accordance with GAAP, applied on a consistent
basis, and permit Xxxxxx to examine and audit Xxxxxxxx's books and records
at
all reasonable times.
Financial
Statements.
Furnish Lender with the following:
Annual
Statements.
As soon
as available, but in no event later than ninety (90) days after the and of
each
fiscal year, Xxxxxxxx's balance sheet and Income statement for the year ended,
audited by a certified public accountant satisfactory to Lender.
Interim
Statements.
As
soon as available, but in no event later than 45 days after the end of each
fiscal quarter. Xxxxxxxx's balance sheet and profit and loss statement for
the
period ended, prepared by Xxxxxxxx.
Tax
Returns.
As soon
as available, but in no event later than ninety (90) days after the applicable
filing date for the tax reporting period ended. Federal and other governmental
tax returns, prepared by a certified public accountant satisfactory to
Lender.
All
financial reports required to be provided under this Agreement shall be prepared
in accordance with GAAP, applied on a consistent basis, and certified by
Borrower as being true and correct.
Additional
Information.
Furnish
such additional Information and statements, as Xxxxxx may request from time
to
time.
Insurance
Maintain fire and other risk insurance, public liability insurance, and such
other insurance as Lender may require with respect to Borrower's properties
and
operations, in form, amounts, coverages and with insurance companies acceptable
to Lender, Borrower, upon request of Lender, will deliver to Lender from time
to
time the policies or certificates of insurance in form satisfactory to Lender,
including stipulations that coverages will not be cancelled or diminished
without at least thirty (30) days prior written notice to Lender, Each insurance
policy also shall include an endorsement providing that coverage in favor of
Lender will not be impaired in any way by any act, omission or default of
Borrower or any other person. In connection with all policies covering assets
in
which Lender holds or is offered a Security interest for the Loans, Borrower
will provide Lender with such lender's loss payable or other endorsements as
Lender may require.
Insurance
Reports.
Furnish to Lender, upon request of Lender, reports on each existing insurance
policy showing such information as Lender may reasonably request, including
without limitation the following: (1) the name of the insurer; (2) the risks
insured: (3) the amount of the policy; (4) the properties insured; (5) the
then
current property values on the basis of which insurance has been obtained,
and
the manner of determining those values; and (6) the expiration date of the
policy. In addition, upon request of Lender (however not more often than
annually), Borrower will have an independent appraiser satisfactory to Lender
determine, as applicable, the actual cash value or replacement cost of any
Collateral. The cost of such appraisal shall be paid by Borrower.
Other
Agreements.
Comply
with all terms and conditions of all other agreements, whether now or hereafter
existing, between Borrower and any Other party and notify Lender immediately
in
writing of any default in connection with any other such agreements.
Loan
Fees. Charges and Expenses. In addition to all other agreed upon fees, charges,
and expenses, pay the following; $70,000.00
LOAN FEE AND $150.00 DOCUMENT PREP FEE.
Loan
Proceeds.
Use all
Loan proceeds solely for the following specific purposes: TO
PAYOFF 7MM IN 9.75% DEBENTURES.
Taxes,
Charges and Liens. Pay
and
discharge when due all of its indebtedness and obligations, including without
limitation all assessments, taxes, governmental charges, levies and liens,
of
every kind and nature, imposed upon Borrower or its properties, income, or
profits, prior to the date on which penalties would attach, and all lawful
claims that, if unpaid, might become a lien or charge upon any of Borrower's
properties, income, or profits.
Performance.
Perform
and comply, in a timely manner, with all terms, conditions, and provisions
set
forth in this Agreement, in the Related Documents, and in all other Instruments
and agreements between Borrower and Lender. Borrower shall notify Lender
Immediately in writing of any default in connection with any agreement.
Operations.
Maintain executive and management personnel with substantially the same
qualifications and experience as the present executive and management personnel;
provide written notice to Lender of any change in executive and management
personnel; conduct its business affairs in a reasonable and prudent manner.
Environmental
Studies.
Promptly conduct and complete, at Borrower's expense, all such investigations,
studies, samplings and testings as mav be requested by Lender or any
governmental authority relative to any substance, or any waste or by-product
of
any substance defined as toxic or a hazardous substance under applicable
federal, state, or local law. rule, regulation, order or directive, at or
affecting any property or any facility owned, leased or used by Borrower.
Compliance
with Governmental Requirements.
Comply
with all laws, ordinances, and regulations, now or hereafter in effect, of
all
governmental authorities applicable to the conduct of Borrower's properties,
businesses and operations, and to the use or occupancy of the Collateral,
including without limitation, the Americans With Disabilities Act. Borrower
may
contest in good faith any such law, ordinance, or regulation and withhold
compliance during any proceeding, including appropriate appeals, so long as
Borrower has notified Lender in writing prior to doing so and so long as, in
Xxxxxx's sole opinion, Xxxxxx's interests in the Collateral are not jeopardized.
Lender may require Borrower to post adequate security or a surety bond,
reasonably satisfactory to Lender, to protect Xxxxxx's interest.
Inspection.
Permit
employees or agents of Lender at any reasonable time to inspect any and all
Collateral for the Loan or Loans and Xxxxxxxx's other properties and to examine
or audit Xxxxxxxx's books, accounts, and records and to make copies and
memoranda of Xxxxxxxx's books, accounts, and records. If Borrower now or at
any
time hereafter maintains any records (including without limitation computer
generated records and computer software programs for the generation of such
records) in the possession of a third party, Borrower, upon request of Xxxxxx,
shall notify such party to permit Lender free access to such records at all
reasonable times and to provide Lender with copies of any records it rnay
request, all at Borrower's expense.
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Loan
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(Continued)
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Environmental
Compliance and Reports.
Borrower shall comply in all respects with any and all Environmental Laws;
not
cause or permit to exist, as a result of an intentional or unintentional action
or omission on Borrower's part or on the part of any third party, on property
owned and/or occupied by Borrower, any environmental activity where damage
may
result to the environment, unless such environmental activity Is pursuant to
and
in compliance with the conditions of a permit issued by the appropriate federal,
state or local governmental authorities; shall furnish to Lender promptly and
in
any event within thirty 130) days after receipt thereof a copy of any notice,
summons. lien, citation, directive, letter or other communication from any
governmental agency or instrumentality concerning any intentional or
unintentional action or omission on Borrower's part in connection with any
environmental activity whether or not there is damage to the environment
and/or other natural resources.
Additional
Assurances. Make,
execute and deliver to Lender such promissory notes, mortgages, deeds of trust,
security agreements, assignments, financing statements, instruments, documents
and other agreements as Lender or its attorneys may reasonably request to
evidence and secure the Loans and to perfect all Security Interests.
XXXXXX'S
EXPENDITURES.
Xxxxxxxx recognizes and agrees that Xxxxxx may incur certain expenses in
connection with Xxxxxx's exercise of rights under this Agreement. If any action
or proceeding is commenced that would materially affect Xxxxxx's interest in
the
Collateral or if Borrower fails to comply with any provision of this Agreement
or any Related Documents, including but not limited to Borrower's failure to
discharge or pay when due any amounts Borrower is required to discharge or
pay
under this Agreement or any Related Documents, Lender on Borrower's behalf
may
(but shall not be obligated to) take any action that Lender deems appropriate,
including but not limited to discharging or paying all taxes. Encumbrances
and
other claims, at any time levied or placed on any Collateral and paying all
costs (or insuring, maintaining and preserving any Collateral, including without
limitation, the purchase of insurance protecting only Lender's interest in
any
Collateral, Lender may further take such other action or actions and incur
such
additional expenditures as Lender may deem to be necessary and proper to cure
or
rectify any actions or inactions on Borrower's part as may be required under
this Agreement. Nothing under this Agreement or otherwise shall obligate Lender
to take any such actions or to incur any such additional expenditures on
Borrower's behalf, or as making Lender in any way responsible or liable for
any
loss, damage, or injury to any Collateral, to Borrower, or to any other person
or persons, resulting from Xxxxxx's election not to take such actions or to
incur such additional expenses. In addition, Xxxxxx's election to take any
such
actions or to incur such additional expenditures shall not constitute a waiver
or forbearance by Lender of any Event of Default under this Agreement. All
such
expenditures incurred or paid by Lender for such purposes will then bear
interest at the rate charged under the Note from the date incurred or paid
by
Lender to the date of repayment by Xxxxxxxx. All such expenses will become
a
part of the indebtedness and, at Lender's option, will (A) be payable on demand;
(B) be added to the balance of the Note and be apportioned among and be payable
with any installment payments to become due during either (1) the term of any
applicable insurance policy; or (2) the remaining term of the Note; or (C)
be
treated as a balloon payment which will be due and payable at the Note's
maturity.
NEGATIVE
COVENANTS.
Borrower covenants and agrees with Lender that while this Agreement Is in
effect, Borrower shall not, without the prior written consent of Lender:
Continuity
of Operations.
(1)
Engage in any business activities substantially different than those In which
Borrower is presently engaged, 12) cease operations, liquidate, merge, transfer,
acquire or consolidate with any other entity, change Its name, dissolve or
transfer or sell Collateral out of the ordinary course of business, or (3)
Borrower may pay cash dividends on its stock to its shareholders or purchase
or
retire any of Borrower's outstanding shares or alter of amend Borrower's capital
structure.
Loans,
Acquisitions and Guaranties.
(2)
purchase, create or acquire any interest in any other enterprise or entity,
or
(3) incur any obligation as surety or guarantor other than in the ordinary
course of business.
Agreements.
Borrower will not enter into any agreement containing any provisions which
would
be violated or breached by the performance of Borrower's obligations under
this
Agreement or in connection herewith.
DEPOSIT
ACCOUNTS.
As
collateral security for repayment of Xxxxxxxx's Note and all renewals and
extensions, as well as to secure any and all other loans, notes, indebtedness
and obligations that Borrower may now and in the future owe to Lender or incur
in Lender's favor, whether direct or indirect, absolute or contingent, due
or to
become due, of any nature and kind whatsoever (with the exception of any
indebtedness under a consumer credit card account), and to the extent permitted
by law. Borrower is granting Lender a continuing security interest in any and
all funds that Borrower may now and in the future have on deposit with Lender
or
in certificates of deposit or other deposit accounts as to which Borrower is
an
account holder (with the exception of IRA, pension, and other tax-deferred
deposits). Xxxxxxxx further agrees that, to the extent permitted by law, Lender
may at any time apply any funds that Borrower may have on deposit with Lender
or
in certificates of deposit or other deposit accounts as to which Borrower is
an
account holder against the unpaid balance of Borrower's Note and any and all
other present and future indebtedness and obligations that Borrower may then
owe
to Lender, in principal, Interest, fees, costs, expenses, and reasonable
attorneys' fees.
EVENTS
OF DEFAULT.
The
following actions or inactions or both shall constitute Events of Default under
this Agreement:
Default
Under the Note.
Should
Borrower default in the payment of principal or interest under the Note or
any
of the Indebtedness.
Default
Under this Agreement.
Should
Borrower violate, or fail to comply fully with any of the terms and conditions
of, or default under this Agreement.
Default
Under other Agreements.
Should
any default occur or exist under any Related Document which directly or
indirectly secures repayment of the Loan and any of the Indebtedness.
Other
Defaults in Favor of Lender. Borrower
or any guarantor defaults under any other loan, extension of credit, security
right, instrument, document, or agreement, or obligation in favor of Lender.
Insolvency.
Should
the suspension, failure or insolvency, however evidenced, of Borrower or any
Guarantor occur or exist.
Readjustment
of Indebtedness.
Should
proceedings for readjustment of indebtedness, reorganization, composition or
extension under any insolvency law be brought by or against Borrower or any
Guarantor.
Assignment
for Benefit of Creditor.
Should
Borrower or any Guarantor tile proceedings for a respite or make a general
assignment for the benefit of creditors.
Receivership.
Should
a receiver of all or any part of Xxxxxxxx's property, or the property of any
Guarantor, be applied for or appointed.
Dissolution
Proceedings.
Proceedings for the dissolution or appointment of a liquidator of Borrower
or
any guarantor are commenced.
False
Statements.
Any
warranty, representation or statement made or furnished to Lender by Borrower
or
on Borrower's behalf, the Note, is false or misleading in any material respect,
either now or at the time made or furnished or becomes false or misleading
at
any time thereafter.
Insecurity.
Lender
in good faith believes itself insecure with regard to repayment of the Loan.
Effect
of an Event of Default.
If any
Event of Default shall occur, except where otherwise provided in this Agreement
or the Related Documents, all commitments and obligations of Lender under this
Agreement or the Related Documents or any other agreement immediately will
terminate (including any obligation to make further Loan Advances or
disbursements), and, at Lender's option, all indebtedness immediately will
become due and payable, all without notice of any kind to Borrower, except
that
in the case of an Event of Default of the type described in the "Insolvency"
subsection above, such acceleration shall be automatic and not optional. In
addition, Lender shall have all the rights and remedies provided in the Related
Documents or available at law, in equity, or otherwise.
Lender
shall have the right at its sole option, to accelerate payment of Borrower's
Note in full, in principal, interest, costs, expenses, attorneys' fees, and
other fees and charges, as well as to accelerate the maturity of any and all
other loans and/or obligations that Borrower may then owe to Lender, whether
direct or indirect, or by way of assignment or purchase of a participation
interest, and whether absolute or contingent, liquidated or unliquidated,
voluntary or involuntary, determined or undetermined, due or to become due,
and
whether now existing or hereafter arising, and whether Borrower is obligated
alone or with others on a "solidary" or "joint and several" basis, as a
principal obligor or as a surety, of every nature and kind whatsoever, whether
any such indebtedness may be barred under any statute of limitations or
otherwise may be unenforceable or voidable for any reason whatsoever.
Lender
shall have the additional right, again at its sole option, to file an
appropriate collection action against Borrower and/or against any guarantor
or
guarantors of Borrower's Loan and Note, and/or to proceed or exercise any rights
against any Collateral then securing repayment of Borrower's Loan and Note,
Borrower and each guarantor further agree that Xxxxxx's remedies shall be
cumulative in nature and nothing under this Agreement or otherwise, shall be
construed as to limit or restrict the options and remedies available to Lender
following any event of default under this Agreement or otherwise.
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Except
as may be prohibited by applicable law, all of Lender's rights and remedies
shall be cumulative and may be exercised singularly or concurrently. Election
by
Xxxxxx to pursue any remedy shall not exclude pursuit of any other remedy,
and
an election to make expenditures of to take action to perform an obligation
of
Borrower or of any Grantor shall not affect Xxxxxx's right to declare a default
and to exercise its rights and remedies.
OTHER
TERMS AND CONDITIONS:
1.
BORROWERS MUST NOTIFY LENDER OF ANY MATERIAL CHANGE IN FINANCIAL CONDITION.
2.
LOAN
TO BOOK VALUE OF XXXXX COUNTY BANK STOCK SHALL NEVER EXCEED 40%.
MODIFICATIONS
TO THIS BUSINESS LOAN AGREEMENT.
1.
In
the section entitled "Miscellaneous Provisions" under the subtopic "Attorneys'
Fees; Expenses" this paragraph shall read as follows:"Borrower agrees to pay
upon demand all of Xxxxxx's costs and expenses. Including Lender's reasonable
attorneys' fees in an amount not exceeding 12.000% of the principal balance
due
on the Loan and Xxxxxx's legal expenses, incurred in connection with the
enforcement of this Agreement. Lender may hire or pay someone else to help
enforce this Agreement, and Borrower shall pay the costs and expenses of such
enforcement. Costs and expenses include Xxxxxx's reasonable attorneys' fees
in
an amount not exceeding 12.000% of the principal balance due on the Loan and
legal expenses whether or not there is a lawsuit, including reasonable
attorneys' fees in an amount not exceeding 12.000% of the principal balance
due
on the Loan and legal expenses for bankruptcy proceedings including efforts
to
modify or vacate any automatic stay or injunction), appeals, and any anticipated
post-judgment collection services. Borrower also shall pay all court costs
and
such additional fees as may be directed by the court,"
2.
In
the section "AFFIRMATIVE COVENANTS" under the subtopic "Financial Statements:
Interim Statements" the following sentence will be added: "In lieu of an interim
statement the Borrower shall provide and Lender shall accept the Borrower's
10Q
statement as filed with the Securities and Exchange Commission."
Miscellaneous
Provisions. The
following miscellaneous provisions ere a part of this Agreement:
Amendments.
No
amendment, modification, consent or waiver of any provision of this Agreement,
and no consent to any departure by Borrower therefrom, shall be effective unless
the same shall be in writing signed by a duly authorized officer of Lender,
and
then Shall be effective only as to the specific instance and for the specific
purpose for which given.
Caption
Headings.
Caption
headings in this Agreement are for convenience purposes only and are not to
be
used to interpret or define the provisions of this Agreement.
Consent
to Loan Participation.
Xxxxxxxx agrees and consents to Xxxxxx's sale or transfer, whether now or later,
of one or more participation interests in the Loan to one or more purchasers,
whether related or unrelated to Lender, Lender may provide, without any
limitation whatsoever, to any one or more purchasers, or potential purchasers,
any information or knowledge Lender may have about Borrower or about any other
matter relating to the Loan, and Borrower hereby waives any rights to privacy
Borrower may have with respect to such matters. Borrower additionally waives
any
and all notices of sale of participation interests, as well as all notices
of
any repurchase of such participation interests. Xxxxxxxx also agrees that the
purchasers of any such participation interests will be considered as the
absolute owners of such interests in the Loan and will have all the rights
granted under the participation agreement or agreements governing the sale
of
such participation interests. Borrower further waives all rights of offset
or
counterclaim that it may have now or later against Lender or against any
purchaser of such a participation interest and unconditionally agrees that
either Lender or such purchaser may enforce Xxxxxxxx's obligation under the
Loan
irrespective of the failure or insolvency of any holder of any interest in
the
Loan. Xxxxxxxx further agrees that the purchaser of any such participation
interests may enforce its interests irrespective of any personal claims or
defenses that Borrower may have against Xxxxxx.
Governing
Law. This Agreement will be governed by federal law applicable to Lender and.
to
the extent not preempted by federal law, the laws of the State of Louisiana
without regard to its conflicts of law provisions. This Agreement has been
accepted by Lender In the State of Louisiana.
No
Waiver by Xxxxxx.
Lender
shall not be deemed lo have waived any rights under this Agreement unless such
waiver is given in writing and signed by Xxxxxx. No delay or omission on the
part of Lender in exercising any right shall operate as a waiver of such right
or any other right. A waiver by Xxxxxx of a provision of this Agreement shall
not prejudice or constitute a waiver of Lender's right otherwise to demand
strict compliance with that provision or any other provision of this Agreement.
No prior waiver by Xxxxxx, nor any course of dealing between Xxxxxx and
Borrower, or between Lender and any Grantor, shall constitute a waiver of any
of
Lender's rights or of any of Borrower's or any Grantor's obligations as to
any
future transactions. Whenever the consent of Lender is required under this
Agreement, the granting of such consent by Lender in any instance shall not
constitute continuing consent to subsequent instances where such consent is
required and in all cases such consent may be granted or withheld in the sole
discretion of Lender.
Notices.
To give
Borrower any notice required under this Agreement, Lender may hand deliver
or
mail the notice to Borrower at Xxxxxxxx's last address in Xxxxxx's records.
If
there is more than one Borrower under this Agreement, notice to a single
Borrower shall be considered as notice to all Borrowers. To give Lender any
notice under this Agreement, Borrower (or any Borrower! shall mail the notice
to
Lender by registered or certified mail at the address specified in this
Agreement, or at any other address that Lender may have given to Borrower (or
any Borrower) by written notice as provided in this section. All notices
required or permitted under this Agreement must be in writing and will be
considered as given on the day it is delivered by hand or deposited in the
U.S.
Mail as provided herein.
Severability
If any
provision of this Agreement is held to be illegal. Invalid or unenforceable
under present or future laws effective during the term hereof, such provision
shall be fully severable. This Agreement shall be construed and enforceable
as
if the illegal, invalid or unenforceable provision had never comprised a part
of
it, and the remaining provisions of this Agreement shall remain in full force
and effect and shall not be affected by the illegal, invalid or unenforceable
provision or by its severance herefrom. Furthermore, In lieu of such illegal,
invalid or unenforceable provision, there shall be added automatically as a
part
of this Agreement, a provision as similar in terms to such illegal, invalid
or
unenforceable provision as may be possible and legal, valid and enforceable.
Subsidiaries
and Affiliates of Borrower.
To the
extent the context of any provisions of this Agreement makes it appropriate,
including without limitation any representation, warranty or covenant, the
word
"Borrower" as used in this Agreement shall include all of Borrower's
subsidiaries and affiliates. Notwithstanding the foregoing however, under no
circumstances shall this Agreement be construed to require Lender to make any
Loan or other financial accommodation to any of Borrower's subsidiaries or
affiliates.
Successors
and Assigns.
All
covenants and agreements by or on behalf of Borrower contained in this Agreement
or any Related Documents shall hind Borrower's successors and assigns and shall
Inure to the benefit of Lender and its successors and assigns, Borrower shall
not, however, have the right to assign Xxxxxxxx's rights under this Agreement
or
any interest therein, without the prior written consent of Lender.
Survival
of Representations and Warranties
Borrower understands and agrees that in making the Loan, Xxxxxx is relying
on
all representations, warranties, and covenants made by Borrower in this
Agreement or in any certificate or other instrument delivered by Borrower to
Lender under this Agreement or the Related Documents. Xxxxxxxx further agrees
that regardless of any investigation made by Xxxxxx, all such representations,
warranties and covenants will survive the making of the Loan and delivery to
Lender of the Related Documents, shall be continuing in nature, and shall remain
in full force and effect until such time as Borrower s Indebtedness shall be
paid in full, or until this Agreement shall be terminated in the manner provided
above, whichever is the last to occur.
Definitions.
The
following capitalized words and terms shall have the following meanings when
used in this Agreement, unless specifically stated to the contrary, all
references to dollar amounts shall mean amounts in lawful money of the United
States of America. Words and terms used in the singular shall include the
plural, and the plural shall include the singular, as the context may require.
Words and terms not otherwise defined in this Agreement shall have the meanings
attributed to such terms in the Louisiana Commercial Laws (La. R.S.
10:9-101. et seq.). Accounting words and terms not otherwise defined in this
Agreement shall have the meanings assigned to them in accordance with generally
accepted accounting principles as in effect on the date of this Agreement:
Advance.
The
word "Advance” means a disbursement of Loan funds made, or to be made, to
Borrower or on Borrower's behalf on a line of credit or multiple advance basis
under the terms and conditions of this Agreement.
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Agreement.
The
word "Agreement" means this Business Loan Agreement, as this Business Loan
Agreement may be amended or modified from time to time, together with all
exhibits and schedules attached or to be attached to this Business Loan
Agreement from time to time.
Borrower.
The
word "Borrower" means PREMIER FINANCIAL BANCORP, INC. and Includes all
co-signers and co-makers signing the Note.
Collateral.
The
word "Collateral" means all property and assets granted as collateral security
for a Loan, whether real or personal properly, whether granted directly or
indirectly, whether granted now or in the future, and whether granted in the
form of a security Interest, mortgage, collateral mortgage, dead of trust,
assignment, pledge, crop pledge, chattel mortgage, collateral chattel mortgage,
chattel trust, factor's lien, equipment trust, conditional sale, trust receipt,
lien, charge, lien or title retention contract, lease or consignment intended
as
a security device, or any other security or lien interest whatsoever, whether
created by law, contract, or otherwise.
Environmental
Laws.
The
words "Environmental Laws' mean any and all state, federal and local statutes,
regulations and ordinances relating to the protection of human health or the
environment, including without limitation the Comprehensive Environmental
Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. Section
9601, et. Seq. ("CERCLA"), the Superfund Amendments and Reauthorization Act
of
1986, Pub. L. No. 99-499 ("XXXX"), the Hazardous Materials Transportation Act,
49 U.S.C. Section 1801, et seq., the Resource Conservation and Recovery Act,
42
U.S.C. Section 6901, et seq., or other applicable state or federal laws, rules,
or regulations adopted pursuant thereto.
Event
of Default.
The
words "Event of Default" mean any of the events of default set forth in this
Agreement in the default Section of this Agreement.
GAAP.
The
word "GAAP" means generally accepted accounting principles.
Grantor.
The
word "Grantor" means each and all of the persons or entities granting a Security
Interest In any Collateral for the Loan, including without limitation all
Borrowers granting such a Security Interest.
Guarantor.
The
word "Guarantor" means any guarantor, surety, or accommodation party of any
or
all of the Loan.
Hazardous
Substances,
The
words "Hazardous Substances" mean materials that, because of their quantity,
concentration or physical, chemical or infectious characteristics, may cause
or
pose a present or potential hazard to human health or the environment when
improperly used, treated, stored, disposed of, generated, manufactured,
transported or otherwise handled. The words "Hazardous Substances" are used
in
their very broadest sense and include without limitation any and all hazardous
or toxic substances, materials or waste as defined by or listed under the
Environmental Laws. The term "Hazardous Substances" also includes, without
limitation, petroleum and petroleum by-products or any fraction thereof end
asbestos.
Indebtedness.
The
word "Indebtedness" means the indebtedness evidenced by the Note or Related
Documents, in principal, interest, costs, expenses and attorneys' fees and
all
other fees and charges together with all other indebtedness and costs and
expenses for which Borrower is responsible under this Agreement or under any
of
the Related Documents-
Lender.
The
word "Lender" means FIRST GUARANTY BANK, its successors and assigns, and any
subsequent holder or holders of Borrower's Loan and Note, or any interest
therein.
Loan.
The
word "Loan" means any and all loans and financial accommodations from Lender
to
Borrower whether now or hereafter existing, and however evidenced, including
without limitation those loans and financial accommodations described herein
or
described on any exhibit or schedule attached to this Agreement from time to
time.
Note.
The
word "Note" means the Note executed by PREMIER FINANCIAL BANCORP. INC. in the
principal
amount of $7,000,000.00 dated January 31, 2006,
together with all renewals, extensions, modifications, refinancings,
consolidations and substitutions of and for the note or credit agreement.
Permitted
Liens.
The
words "Permitted Liens" mean (a) liens and security interests securing
indebtedness owed by Borrower to Lender; (b) liens for taxes, assessments,
or
similar charges either not yet due or being contested in good faith; (c) liens
of materialmen, mechanics, warehousemen, or carriers, or other like liens
arising in the ordinary course of business and securing obligations which are
not yet delinquent; (d) purchase money liens or purchase money security
interests upon or in any property acquired or held by Borrower in the ordinary
course of business to secure indebtedness outstanding on the date of this
Agreement or permitted to be incurred under the paragraph of this Agreement
titled "indebtedness and Liens"; (e) liens and security interests which, as
of
the date of this Agreement, have been disclosed to and approved by the Lender
in
writing; and (f) those liens and security interests which in the aggregate
constitute an immaterial and insignificant monetary amount with respect to
the
net value of Xxxxxxxx's assets.
Related
Documents.
The
words "Related Documents" mean all promissory notes, credit agreements, loan
agreements, environmental agreements, guaranties, security agreements,
mortgages, deeds of trust, security deeds, collateral mortgages, and all other
instruments, agreements and documents, whether now or hereafter existing,
executed in connection with the Loan.
Security
Agreement.
The
words "Security Agreement" mean and include individually, collectively,
interchangeably and without limitation any agreements, promises, covenants,
arrangements, understandings or other agreements, whether created by law,
contract, or otherwise, evidencing, governing, representing, or creating a
Security Interest.
Security
Interest.
The
words "Security Interest" mean, without limitation, any and all types of
collateral security, present and future, whether in the form of a lien, charge,
encumbrance, mortgage, deed of trust, security deed, assignment, pledge, crop
pledge, chattel mortgage, collateral chattel mortgage, chattel trust, factor's
lien. equipment trust, conditional sale, trust receipt, lien or title retention
contract, lease or consignment intended as a security device, or any other
security or lien interest whatsoever whether created by law, contract, or
otherwise.
XXXXXXXX
ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS BUSINESS LOAN AGREEMENT
AND
XXXXXXXX AGREES TO ITS TERMS. THIS BUSINESS LOAN AGREEMENT IS DATED JANUARY
31.
2006.
BORROWER:
PREMIER
FINANCIAL BANCORP. INC.
By:
/s/
Xxxxxx X. Xxxxxx
XXXXXX X. XXXXXX, President & CEO of PREMIER
FINANCIAL
BANCORP, INC.
LENDER:
FIRST
GUARANTY BANK
By:
/s/
Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx, Senior Vice President
