TERM NOTE
Exhibit
10.2
| $6,500,000 |
November
10, 2006
|
(1)
For
value received, the undersigned, Premier Financial Bancorp, Inc., a Kentucky
corporation with principal offices in Huntington, West Virginia (“Borrower”)
hereby promises to pay in lawful money of the United States of America to
the
order of The Bankers’ Bank of Kentucky, Inc., a Kentucky banking organization,
with main offices in Frankfort, Kentucky (“Lender”), at the main offices of
Lender, 000 Xxxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx, 00000, equal payments of
principal and interest in the amount of One Hundred Thousand ($100,000) Dollars,
in eighty-three (83) consecutive monthly installments commencing December
9,
2006, and on each monthly anniversary thereof, with the entire remaining
outstanding principal balance on November 9, 2013, together with interest
then
due and owing.
(2)
The outstanding principal balance under this Term Note shall bear annual
interest at the rate of the Prime Rate, as announced from time to time by
X.X.
Xxxxxx Xxxxx Bank, New York, New York, minus one (1%) percent, adjusted daily.
The Prime Rate of X.X. Xxxxxx Xxxxx Bank will function only as a tool for
setting the rate on this Term Note and Lender does not represent that such
rate
has any relationship to the rate it charges its other customers.
(3)
All payments on account of indebtedness evidenced by this Term Note shall
be
first applied to interest, costs and expenses, and then to principal, and
interest shall be computed on the basis of a 360-day year.
(4)
The occurrence of any one or more of the following shall constitute a Default
or
Event of Default under this Term Note as those terms are defined under the
Loan
Agreement executed of even date herewith:
(i)
Failure to make
any payment of principal, interest or costs within ten (10) days after any
such
payment is due hereunder; and
(ii)
The occurrence
of any other Default or Event of Default under the Loan Agreement, the
Promissory Note, or the Stock Pledge and Security Agreement executed of even
date herewith by Xxxxxx and Borrower.
(5)
Time is of the essence with respect to this Term Note and in the Event of
Default or an Event of Default under this Term Note, then (i) the entire
principal balance hereof, and all accrued interest and costs shall, at the
option of the Lender, without notice, bear interest at a rate from time to
time
equal to five (5%) percentage points over what otherwise would have been
the
Term Note rate from the date of Default or Event of Default and until said
is
cured; and (ii) the entire principal balance hereof and all accrued interest
and
costs shall immediately become due and payable at the option of the Lender
without notice. Xxxxxx’s failure to exercise any option hereunder shall not
constitute a waiver of the right to exercise the same at a subsequent time
or
upon the occurrence of any such Default or Event of Default.
(6)
Borrower acknowledges that, if any payment, whether of principal, interest
or
costs, under this Term Note is not paid when due, Lender will, as a result
thereof, incur costs not contemplated hereunder, the exact amount of which
would
be extremely difficult or impractical to ascertain. Such costs include, without
limitation, process and accounting charges. Therefore, Xxxxxxxx hereby agrees
to
pay to Lender with respect to each payment of any nature which is not received
by Lender within twenty (20) days after such payment is due hereunder, a
late
charge equal to three (3%) percent of the amount of such payment. Borrower
and
Xxxxxx agree that such late charge represents a fair and reasonable estimate
of
the cost(s) Lender will incur by reason of any such late payment. Acceptance
of
such late charge by Lender shall in no event constitute a waiver of a Default
or
Event of Default with respect to the overdue payment and shall not prohibit
or
prevent Lender from exercising any of the other rights and remedies available
to
Lender.
(7)
If there is any Default or Event of Default under this Term Note and Lender
consults with an attorney regarding the enforcement of any of its rights
hereunder or under the Stock Pledge and Security Agreement, the Promissory
Note
or the Loan Agreement executed of even date herewith, or if this Term Note
is
placed in the hands of an attorney for collection, or if suit be brought
to
enforce this Term Note, or Loan Agreement, the Promissory Note or the Stock
Pledge and Security Agreement, Xxxxxxxx promises and agrees to pay all costs
thereof, including reasonable attorneys fee’s. Such costs and attorneys fees
shall include, without limitation, costs and attorneys fee’s in any appeal or in
any proceeding under any present or future federal bankruptcy act, state
receivership law or federal or state banking agency proceedings.
(8)
This Term Note is secured by a pledge under the Stock Pledge and Security
Agreement of even date herewith of one hundred (100%) percent of the outstanding
common stock of Citizens Deposit Bank and Trust, Vanceburg, Kentucky, and
one
hundred (100%) percent of the outstanding common stock of Farmers Deposit
Bank,
Eminence, Kentucky.
(9)
Borrower hereby waives presentment and demand for payment, notice of dishonor,
protest and notice of protest.
(10)
This Term Note shall be construed and enforced and otherwise governed by
the
Laws of the Commonwealth of Kentucky.
(11)
As used herein, the term “Lender” shall mean any holder or owner of this Term
Note, or any portion thereof, or participation therein.
Premier
Financial Bancorp, Inc.
A
Kentucky Corporation
By:
/s/ Xxxxxx X. Xxxxxx
Title:
Chief Executive Officer
