ctbi8k102909-5th3rdagmt.htm


    Exhibit
10.1

     

     

    A
FIFTH THIRD BANCORP BANK

    THIRD
AMENDED AND RESTATED

    REVOLVING
CREDIT PROMISSORY NOTE

    


    OFFICER
NO.                                                                                                                                 NOTE No. ___________

    $12,000,000.00                                                                                                                                 October 29,
2009

    Cincinnati,Ohio                                                                                                                       (Effective
Date)

    


    Promise to Pay. On or
before October 28, 2010 (the “Maturity Date”), the undersigned, COMMUNITY TRUST BANCORP, INC.,
a Kentucky corporation, whose address is 346 North Mayo Trail, P.O. Box
2947, Pikeville, Kentucky 41502 (hereinafter referred to as “Borrower”) for
value received, promises to pay to the order of FIFTH THIRD BANK, an Ohio
banking corporation, whose address is 38 Fountain Square Plaza, Cincinnati, Ohio
45263 (hereinafter referred to as “Lender”) the sum of TWELVE MILLION AND 00/100
DOLLARS ($12,000,000.00) (the
“Revolving Credit Commitment”) plus interest as provided herein, less such
amounts as shall have been repaid in accordance with this Third Amended and
Restated Revolving Credit Promissory Note (the “Note”). The outstanding balance
of this Note (the “Aggregate Principal Balance”) shall appear on a supplemental
bank record and is not necessarily the face amount of this Note, which record
shall evidence the balance due pursuant to this Note at any time. As used
herein, “Local Time” means the time at the office of Lender specified in this
Note. Lender, in its reasonable discretion, may loan hereunder to Borrower on a
revolving basis such amounts as may from time to time be requested by Borrower,
provided that: (a) the Aggregate Principal Balance at any time shall not exceed
the Revolving Credit Commitment, and (b) no Event of Default shall exist or be
caused thereby. The Aggregate Principal Balance, together with all accrued and
unpaid interest and any other charges, advances and fees, if any, outstanding
hereunder, shall be due and payable in full on the earlier of the Maturity Date
or upon acceleration of this Note.

    


    On the
date hereof, subject to the terms and conditions hereof, Lender hereby extends
to Borrower a committed revolving line of credit facility (the “Facility”) under
which Lender shall make loans (the “Revolving Loans”) to Borrower at Borrower’s
request from time to time during the term of this Note in amounts not exceeding
the Revolving Credit Commitment. If the aggregate amount of Revolving Loans
outstanding at any time under the Facility exceeds the limits set forth above on
any such date, Borrower will immediately pay the amount of such excess to Lender
in cash.  Provided no Event of Default has occurred and is continuing,
Borrower may borrow, repay, and reborrow under the Facility, provided that the
principal amount of all Revolving Loans outstanding at any one time under the
Facility will not exceed the Borrowing. In the event Borrower fails to pay such
excess, Lender may, in their discretion, setoff such amount against Borrower’s
or affiliate Bank accounts at Lender.

    


    Request for Revolving
Loan. Borrower may request an advance on the Revolving Credit Commitment
(each advance, a “Revolving Loan”) by written notice to Lender, via facsimile
transmission, electronic mail or otherwise, no later than 4:00 p.m. Local Time
on the date Borrower shall request that such Revolving Loan be advanced. Lender
shall make each Revolving Loan by crediting the amount thereof to Borrower’s
account at Lender.

    


    Interest Rate. The
principal sum outstanding shall bear interest at a floating rate per annum equal
to 2.25% in excess of the “LIBOR Rate” (the “Interest Rate”). The LIBOR Rate is
the rate of interest (rounded upwards, if necessary, to the next 1/8 of 1% and
adjusted for reserves if Lender is required to maintain reserves with respect to
relevant advances) fixed by the British Bankers’ Association at 11:00 a.m.,
London time, relating to quotations for the one month London InterBank Offered
Rates on U.S. Dollar deposits as published on Bloomberg LP, or, if no longer
provided by Bloomberg LP, such rate as shall be determined in good faith by the
Lender from such sources as it shall determine to be comparable to Bloomberg LP
(or any successor) as determined by Lender at approximately 10:00 a.m.
Cincinnati, Ohio time on the relevant date of determination. The Interest Rate
shall initially be determined as of the date of the initial advance of funds to
Borrower under this Note and shall be effective until the first business day of
the month following the one month period after the initial advance. The Interest
Rate shall be adjusted automatically on the first business day each one month
thereafter, commencing on the first business day of the month following the
expiration of the initial Interest Rate determination under this
Note.

    


    In
addition, notwithstanding anything herein contained to the contrary, if, prior
to or during any period with respect to the LIBOR Rate, any change in any law,
regulation or official directive, or in the interpretation thereof, by any
governmental body charged with the administration thereof, shall make it
unlawful for Lender to fund or maintain its funding in Eurodollars of any
portion of the advance subject to the LIBOR Rate or otherwise to give effect to
Lender’s obligations as contemplated hereby: (i) Lender may, by written notice
to Borrower, declare Lender’s obligations in respect of the LIBOR Rate to be
terminated forthwith, and (ii) the LIBOR Rate with respect to Lender shall
forthwith cease to be in effect, and interest shall from and after such date be
calculated at the Prime Rate, and interest shall be paid on the first (1st) day
of each calendar month. Borrower hereby agrees to reimburse and indemnify Lender
from all increased costs or fees incurred by Lender subsequent to the date
hereof relating to the offering of rates of interest based upon the LIBOR Rate.
Borrower’s right to utilize LIBOR Rate Index Pricing as set forth

    in this
Note shall be terminated automatically if Lender, by telephonic notice, shall
notify Borrower that one, two, three, four or six month LIBOR Rates are not
readily available in the London Inter-Bank Offered Rate Market, or that, by
reason of circumstances affecting such Market, adequate and reasonable methods
do not exist for ascertaining the rate of interest applicable to such deposits.
In such event, amounts outstanding hereunder shall bear interest at a rate equal
to Lender’s Prime Rate or such other rate of interest as may be agreed to
between Lender and Borrower.

    


    Notwithstanding
any provision to the contrary in this Note, in no event shall the interest rate
charged on the Revolving Credit Commitment exceed the maximum rate of interest
permitted under applicable state and/or federal usury laws. Any payment of
interest that would be deemed unlawful under applicable laws for any reason
shall be deemed received on account of, and will automatically be applied to
reduce, the principal sum outstanding and any other sums (other than interest)
due and payable to Lender under this Note, and the provisions hereof shall be
deemed amended to provide for the highest rate of interest permitted under
applicable law.

    


    Payment of Interest.
Interest shall be payable montly in arrears with each interest payment due on
the last day of each month commencing on October 31, 2009 and continuing on the
last day of each month thereafter.

    


    Location/Application of
Payments. Principal and interest payments shall be made at Lender’s
address above unless otherwise designated by Lender in writing. Each payment
hereunder shall be applied first to advanced costs, charges and fees, then to
accrued interest, and then to principal, which will be repaid in inverse
chronological order of maturity.

    


    Use of Proceeds. The
undersigned certifies that the proceeds of this loan are to be used for general
business purposes.

    


    Section
1.  Representations and
Warranties. Borrower hereby warrants and represents to Lender the
following:

    


    1.1 Organization and
Qualification. Borrower is a duly organized, validly existing corporation
in good standing under the laws of the Commonwealth of Kentucky, its state of
incorporation, has the power and authority (corporate and otherwise) to carry on
its business and to enter into and perform the Note and the other Loan
Documents, is qualified and licensed to do business in each jurisdiction in
which such qualification or licensing is required. All information provided to
Lender with respect to Borrower and its operations is true and
correct.

    


    1.2 Due Authorization.
The execution, delivery and performance by Borrower of the Pledge Agreement, the
Note and the other Loan Documents have been duly authorized by all necessary
corporate action, and will not contravene any law or any governmental rule or
order binding on Borrower, or the articles of incorporation, code of regulations
or bylaws of Borrower, nor violate any agreement or instrument by which Borrower
is bound nor result in the creation of a Lien on any assets of Borrower except
the Lien granted to Lender herein. Borrower has duly executed and delivered the
Note, the Pledge Agreement and the other Loan Documents and they are valid and
binding obligations of Borrower enforceable according to their respective terms
except as limited by equitable principles and by bankruptcy, insolvency or
similar laws affecting the rights of creditors generally. No notice to or
consent by any governmental body is needed in connection with this
transaction.

    


    1.3 Litigation. There are
no suits or proceedings pending or threatened against or affecting Borrower, and
no proceedings before any governmental body are pending or threatened against
Borrower, except as set forth on Schedule 1.3 attached
hereto.

    


    1.4 Margin Stock. No part
of the Loan will be used to purchase or carry, or to reduce or retire or
refinance any credit incurred to purchase or carry, any margin stock (within the
meaning of Regulations U and X of the Board of Governors of the Federal Reserve
System) or to extend credit to others for the purpose of purchasing or carrying
any margin stock. If requested by Lender, Borrower will furnish to Lender
statements in conformity with the requirements of Federal Reserve Form
U-1.

    


    1.5 Business. Borrower is
not a party to or subject to any agreement or restriction which in the opinion
of Borrower’s management is so unusual or burdensome that it might have a
material adverse effect on Borrower’s business, properties or
prospects.

    


    1.6 Licenses, etc.
Borrower has obtained any and all licenses, permits, franchises, governmental
authorizations, patents, trademarks, copyrights or other rights necessary for
the ownership of its properties and the advantageous conduct of its business.
Borrower possesses adequate licenses, patents, patent applications, copyrights,
trademarks, trademark applications, and trade names to continue to conduct its
business as heretofore conducted by it, without any conflict with the rights of
any other person or entity. All of the foregoing are in full force and effect
and none of the foregoing are in known conflict with the rights of
others.

    


    1.7 Laws and Taxes.
Borrower is in compliance with all laws, regulations, rulings, orders,
injunctions, decrees, conditions or other requirements applicable to or imposed
upon Borrower by any law or by any governmental authority, court or agency. With
the exception of Borrower’s request for an extension of time to file, Borrower
has filed all required tax returns and reports that are now required to be filed
by it in connection with any federal, state and local tax, duty or charge
levied, assessed or imposed upon Borrower or its assets, including unemployment,
social security, and real estate taxes. Borrower has paid all taxes which are
now due and payable. No taxing authority has asserted or assessed any additional
tax liabilities against Borrower which are outstanding on the date of this Note,
and Borrower has not filed for any extension of time for the payment of any tax
or the filing of any tax return or report.

    


    1.8 Financial Condition.
All financial information relating to Borrower or the Subsidiary Bank which has
been or may hereafter be delivered by Borrower or on its behalf to Lender is
true and correct and has been prepared in accordance with generally accepted
accounting principles consistently applied. Borrower or the Subsidiary Bank has
no material obligations or liabilities of any kind not disclosed in that
financial information, and there has been no material adverse change in the
financial condition of Borrower nor has Borrower or the Subsidiary Bank suffered
any damage, destruction or loss which has adversely affected its business or
assets since the submission of the most recent financial information to
Lender.

    


    1.9 Defaults. Borrower is
in compliance with all material agreements applicable to it and there does not
now exist any default or violation by Borrower of or under any of the terms,
conditions or obligations of (a) its Articles of Incorporation or
Regulations/Bylaws, or (b) any indenture, mortgage, deed of trust, franchise,
permit, contract, agreement or other instrument to which Borrower is a party or
by which it is bound, and the consummation of the transactions contemplated by
this Note will not result in such default or violation.

    


    1.10
Environmental
Laws.

    


    (a)
Borrower has obtained all permits, licenses and other authorizations or
approvals which are required under Environmental Laws and Borrower is in
compliance in all material respects with all terms and conditions of the
required permits, licenses, authorizations and approvals, and is also in
compliance in all material respects with all other limitations,
restrictions,

    conditions,
standards, prohibitions, requirements, obligations, schedules and timetables
contained

    in the
Environmental Laws.

    


    (b)
Borrower is not aware of, and has not received notice of, any past, present or
future events, conditions, circumstances, activities, practices, incidents,
actions or plans which may interfere with or prevent compliance or continued
compliance, in any material respect, with Environmental Laws, or may give rise
to any material common law or legal liability, or otherwise

    form the
basis of any material claim, action, demand, suit, proceeding, hearing, study or
investigation, based on or related to the manufacture, processing, distribution,
use, treatment, storage, disposal, transport or handling or the emission,
discharge, release or threatened release into the environment, of any pollutant,
contaminant, chemical, or industrial, toxic or hazardous substance or
waste.

    


    (c) There
is no civil, criminal or administrative action suit, demand, claim, hearing,
notice or demand letter, notice of violation, investigation or proceeding
pending or threatened against Borrower, relating in any way to Environmental
Laws.

    


    1.11
Subsidiaries and
Partnerships. Borrower has no subsidiaries and is not a party to
any

    partnership
agreement or joint venture agreement except as set forth on Schedule 1.11
attached hereto.

    


    1.12
ERISA. Borrower
and all individuals or entities that, along with Borrower, would be

    treated
as a single employer under ERISA or the Internal Revenue Code of 1986, as
amended (an “ERISA Affiliate”), are in material compliance with all of their
obligations to contribute to any “employee benefit plan “ as that term is
defined in Section 3(3) of ERISA. Borrower and each of its ERISA Affiliates are
in material compliance with ERISA, and there exists no event described in
Section 4043(b) thereof (“Reportable Event”). “ERISA” means the federal Employee
Retirement Income Security Act of 1974, and any regulations promulgated
thereunder from time to time, as amended or as may be replaced by a successor
statute.

    


    1.13
Solvency.
Borrower is Solvent and, upon consummation of the transactions contemplated
herein, will be Solvent thereafter.

    


    Section 2. Affirmative
Covenants. Borrower covenants with, and represents and warrants to Lender
that, from and after the execution date of the Note and until the Obligations
are paid and satisfied in full:

    


    1.
Financial Statements. Borrower will maintain a standard and modern system for
accounting and will furnish to Lender:

    


    (a)
Within 90 days after the end of each quarter, a copy of Borrower’s consolidated
financial statements for that month and for the year to date in a form
reasonably acceptable to Bank, prepared and certified as complete and correct,
subject to changes resulting from year-end adjustments, by the principal
financial officer of Borrower;

    


    (b)
Within 90 days after the end of each fiscal year, a copy of Borrower’s
consolidated financial statements for that year audited by a firm of independent
certified public accountants acceptable to Lender (which acceptance will not be
unreasonably withheld), and accompanied by a standard audit opinion of such
accountants without qualification; and

    


    (c) All
of the statements referred to in (a) and (b) above shall be in conformance with
generally accepted accounting principles.

    


    (d) If at
any time Borrower has any additional subsidiaries which have financial
statements that could be consolidated with those of Borrower under generally
accepted accounting principles, the financial statements required by subsections
(a) and (b) above will be the financial statements of Borrower and all
Subsidiaries including, without limitation, the Subsidiary Bank, prepared on a
consolidated and consolidating basis.

    


    2.2 Financial
Covenants.

    


    (a)
Return on Average Assets. Borrower will not permit the Return of Average Assets
of the Subsidiary Bank to fall below .50%.

    


    (b)
Non-Performing Assets. Borrower shall not permit the Non-Performing Assets of
the Subsidiary Bank (including all nonaccrual loans, loans in excess of 90 days
past due, and Other Real Estate Owned held by the Subsidiary Bank), on a
consolidated basis, (as shown on Borrower’s quarterly and annual financial
statements delivered to Lender), to be greater than three percent (3.00%) of the
total assets of the Subsidiary Bank (referred to herein as the “Non-Performing
Asset Ratio”). As used herein, the term “Non-Performing Assets” shall have the
meaning attributed to that term by the Federal Reserve Board.

    


    (c)
Capitalization. Borrower and the Subsidiary Bank shall each maintain the
well-capitalized designation, as defined by the Federal Reserve Board Accounting
Rules and Guidelines at all times.

    


    2.3 Insurance. At its own
cost, Borrower shall obtain and maintain insurance against (a) loss, destruction
or damage to its properties and business of the kinds and in the amounts
customarily insured against by corporations with established reputations engaged
in the same or similar business as Borrower, and (b) insurance against public
liability and third party property damage of the kinds and in the amounts
customarily insured against by corporations with established reputations engaged
in the same or similar business as Borrower. All such policies shall (i) be
issued by financially sound and reputable insurers, (ii) name Lender as an
additional insured and, where applicable, as loss payee under a Lender loss
payable endorsement satisfactory to Lender, and (iii) shall provide for 30 days
written notice to Lender before such policy is altered or canceled. All of the
insurance policies required hereby shall be evidenced by one or more
Certificates of Insurance delivered to Lender by Borrower on the Closing Date
and at such other times as Lender may request from time to time.

    


    2.4 Taxes. Borrower shall
pay when due all taxes, assessments and other governmental charges imposed upon
it or its assets, franchises, business, income or profits before any penalty or
interest accrues thereon, and all claims (including, without limitation, claims
for labor, services, materials and supplies) for sums which by law might be a
Lien upon any of its assets, provided that (unless any material item or property
would be lost, forfeited or materially damaged as a result thereof) no such
charge or claim need be paid if it is being diligently contested in good faith,
if Lender is notified in advance of such contest and if Borrower establishes an
adequate reserve or other appropriate provision required by generally accepted
accounting principles and deposits with Lender cash or bond in an amount
acceptable to Lender.

    


    2.5 Existence; Business.
Borrower shall (a) maintain its existence as a corporation, (b) continue to
engage primarily in business of the same general character as that now conducted
or as permitted by applicable regulations.

    


    2.6 Compliance with Laws.
Borrower shall comply with all federal, state and local laws, regulations and
orders applicable to Borrower or its assets in all respects material to
Borrower’s business or assets and shall immediately notify Lender of any
violation of any rule, regulation, statute, ordinance, order or law relating to
the public health or the environment and of any complaint or notifications
received by Borrower regarding to any environmental or safety and health rule,
regulation, statute, ordinance or law. Borrower shall obtain and maintain any
and all licenses, permits, franchises, governmental authorizations, patents,
trademarks, copyrights or other rights necessary for the ownership of its
properties and the conduct of its business and as may be required from time to
time by applicable law.

    


    2.7 Notice of Default.
Borrower shall, within 3 days of its knowledge thereof, give written notice to
Lender of: (a) the occurrence of any event or the existence of any condition
which would be, after notice or lapse of applicable grace periods, an Event of
Default, and (b) the occurrence of any event or the existence of any condition
which would prohibit or limit the ability of Borrower to reaffirm any of the
representations or warranties, or to perform any of the covenants, set forth
herein.

    


    2.8 Costs. Borrower shall
reimburse Lender for any and all fees, costs and expenses including, without
limitation, reasonable attorneys’ fees, other professionals’ fees, appraisal
fees, environmental assessment fees (including Phase I and Phase II
assessments), expert fees, court costs, litigation and other expenses
(collectively, the “Costs”) incurred or paid by Lender or any of its officers,
employees or agents in connection with: (a) preparation, negotiation,
administration or enforcement of the Loan Documents or any instrument,
agreement, document, policy, consent, waiver, subordination, release of Lien,
termination statement, satisfaction of mortgage, financing statement or other
Lien search, recording or filing related thereto (or any amendment, modification
or extension to, or any replacement or substitution for, any of the foregoing),
whether or not any particular portion of the transactions contemplated during
such negotiations is ultimately consummated, and (b) the defense, preservation
and protection of Lender’s rights and remedies thereunder, including without
limitation, its security interest in the Collateral or any other property
pledged to secure the Loans, whether incurred in bankruptcy, insolvency,
foreclosure or other litigation or proceedings or otherwise. The Costs shall be
due and

    payable
upon demand by Lender. If Borrower fails to pay the Costs when upon such demand,
Lender is entitled to disburse such sums as Obligations. Thereafter, the Costs
shall bear interest from the date incurred or disbursed at the highest rate set
forth in this Note. This provision shall survive the termination of this
Agreement and/or the repayment of any amounts due or the performance of any
Obligation.

    


    2.9 Unused Commitment
Fee. Borrower pay to Lender on the first Business Day of each quarter
beginning January 2010, an unused commitment fee (the “Unused Commitment Fee”),
for the period during which Revolving Credit Commitment is in effect, equal to
0.150% (computed on a basis of a 360-day year for the actual number of days
involved) of the average daily Unused Commitment during the three previous
calendar months (prorated evenly if this Note is not in effect throughout any
three calendar month period). The “Unused Commitment” on any date is an amount
equal to the Revolving Credit Commitment on such date, minus the Aggregate
Principal Balance on such date. Lender shall waive the Unused Commitment Fee for
any quarter in which the outstanding principal balance of the Revolving Credit
Loan is greater Fifty Percent (50%) of the Revolving Credit Commitment on any
five (5) calendar days during the quarter.

    


    2.10
Other Amounts Deemed
Loans. If Borrower fails to pay any tax, assessment, governmental charge
or levy or to maintain insurance within the time permitted or required by this
Agreement, or to discharge any Lien prohibited hereby, or to comply with any
other Obligation, Lender may, but shall not be obligated to, pay, satisfy,
discharge or bond the same for the account of Borrower, and to the extent
permitted by law and at the option of Lender, all monies so paid by Lender on
behalf of Borrower shall be deemed Obligations.

    


    2.11
Further
Assurances. Borrower shall execute, acknowledge and deliver, or cause to
be executed, acknowledged or delivered, any and all such further assurances and
other agreements or instruments, and take or cause to be taken all such other
action, as shall be reasonably necessary from time to time to give full effect
to the Loan Documents and the transactions contemplated thereby.

    


    Section 3. Negative Covenants.
At any time during the term hereof, Borrower will remain in compliance with the
following Negative Covenants:

    


    3.1 Disposition of
Assets. Borrower will not, without the prior written consent of Lender
sell, transfer or otherwise dispose of all or any substantial part of its
assets, whether now owned or hereafter acquired. For purposes of this Section
3.1, any amount greater than twenty-five percent (25%) of the total amount of
the Borrower’s tangible net worth shall constitute a “substantial” part of the
Borrower’s assets.

    


    3.2 Indebtedness.
Borrower shall not incur, create, assume or permit to exist any indebtedness for
borrowed money except for: (a) the Obligations; (b) operating expenses incurred
by the Borrower in the ordinary course of its business; or (c) deposits from
customers received through its subsidiary banks in the ordinary
course.

    


    3.3 Negative Pledge.
Borrower shall not create, incur or permit to exist, arise or attach any lien on
the capital stock of any of its Subsidiaries, including without limitation, the
Subsidiary Bank.

    


    3.4 Payment of Dividends.
Borrower shall not pay any dividend or make any other distribution on or in
respect of any of its common or preferred stock if any Event of Default has
occurred or is continuing or, if the payment of the Dividend would result in an
Event of Default. The payment of any dividend permitted by this Section 3.4 must
comply in all respects with the rules and regulations of all applicable bank
regulatory authorities.

    


    Section
4.  Definitions. Certain
capitalized terms have the meanings set forth on any exhibit hereto, in the
Pledge Agreement, if applicable, or any other Loan Document. All financial terms
used herein but not defined on the exhibits, in the Pledge Agreement, if
applicable, or any other Loan Document have the meanings given to them by
generally accepted accounting principles. All other undefined terms have the
meanings given to them in the Uniform Commercial Code as adopted in the state
whose law governs this instrument. The following definitions are used
herein:

    


    4.1
“Affiliate” means, as to Borrower, (a) any person or entity which, directly or
indirectly, is in control of, is controlled by or is under common control with,
Borrower, or (b) any person who is a director, officer or employee (i) of
Borrower or (ii) of any person described in the preceding clause
(a).

    


    4.2
“Aggregate Principal Balance” means the aggregate principal balance of all loans
advanced by Lender to Borrower pursuant to the terms of this Note.

    


    4.3
“Collateral” shall mean all shares of common capital stock of the
Subsidiaries.

    


    4.4
“Default Rate” means six percent (6%) in excess of the interest rate otherwise
in effect under amounts outstanding under this Note. In no event shall the
interest rate accruing under this Note be increased to be in excess of the
maximum interest rate permitted by applicable state or federal usury laws then
in effect.

    


    4.5
“Effective Date” shall mean October 29, 2009.

    


    4.6
“Environmental Laws” means all federal, state, local and foreign laws relating
to pollution or protection of the environment, including laws relating to
emissions, discharges, releases or threatened releases of pollutants,
contaminants, chemicals, or industrial toxic or hazardous substances or wastes
into the environment (including without limitation ambient air, surface water,
ground water or land), or otherwise relating to the manufacture, processing,
distribution, use, treatment, storage, disposal, transport or handling of
pollutants, contaminants, chemicals or industrial, toxic or hazardous substances
or wastes, and any and all regulations, codes, plans, orders, decrees,
judgments, injunctions, notices or demand letters issued, entered promulgated or
approved thereunder.

    


    4.7
“Lien” means any security interest, mortgage, pledge, assignment, lien or other
encumbrance of any kind, including interests of vendors or lessors under
conditional sale contracts and capitalized leases.

    


    4.8 “Loan
Documents” means collectively, this Note, the Pledge Agreement, any and all Rate
Management Agreements, and each and every other document or agreement executed
by any party evidencing, guarantying or securing any of the Obligations; and
“Loan Document” means any one of the Loan Documents.

    


    4.9
“Maturity Date” shall mean October 28, 2010.

    


    4.10
“Obligation(s)” means all loans, advances, indebtedness, liabilities and
obligations of Borrower owed to each of Lender and the affiliates of Fifth Third
Bancorp of every kind and description whether now existing or hereafter arising
including without limitation, those owed by Borrower to others and acquired by
Lender or any affiliate of Fifth Third Bancorp, by purchase, assignment or
otherwise, and whether direct or indirect, primary or as guarantor or surety,
absolute or contingent, liquidated or unliquidated, matured or unmatured,
whether or not secured by additional collateral, and including without
limitation all liabilities, obligations and indebtedness arising under the Note
and the other Loan Documents, all obligations to perform or forbear from
performing acts, all amounts represented by letters of credit now or hereafter
issued by Lender for the benefit of or at the request of Borrower, and all
expenses and attorneys’ fees incurred by Lender and any affiliate of Fifth Third
Bancorp under this Note or any other document or instrument related to any of
the foregoing.

    


    4.11
“Pledge Agreement” means the Pledge Agreement by and between Borrower and
Lender, securing the Obligations, referenced in Section 5 below, and
substantially in the form attached hereto as Schedule 4.11.

    


    4.12
“Rate Management Agreement” means any agreement, device or arrangement providing
for payments which are related to fluctuations of interest rates, exchange
rates, forward rates, or equity prices, including, but not limited to,
dollar-denominated or cross- currency interest rate exchange agreements, forward
currency exchange agreements, interest rate cap or collar protection agreements,
forward rate currency or interest rate options, puts and warrants, and any
agreement pertaining to equity derivative transactions (e.g., equity or equity
index swaps, options, caps, floors, collars and forwards), including without
limitation any ISDA Master Agreement between Borrower and Lender or any
affiliate of Fifth Third Bancorp, and any schedules, confirmations and documents
and other confirming evidence between the parties confirming transactions
thereunder, all whether now existing or hereafter arising, and in each case as
amended, modified or supplemented from time to time.

    


    4.13
“Rate Management Obligations” means any and all obligations of Borrower to
Lender or any affiliate of Fifth Third Bancorp, whether absolute, contingent or
otherwise and howsoever and whensoever (whether now or hereafter) created,
arising, evidenced or acquired (including all renewals, extensions and
modifications thereof and substitutions therefore), under or in connection with
(i) any and all Rate Management Agreements, and (ii) any and all cancellations,
buy backs, reversals, terminations or assignments of any Rate Management
Agreement.

    


    4.14
“Return on Average Assets Ratio” shall mean the ratio of the Subsidiary Bank’s
net profit to the Subsidiary Bank’s total assets.

    


    4.15
“Revolving Credit Commitment” means the maximum principal amount that the
Borrower may borrow subject to the terms and conditions of this Note, which
maximum principal amount is defined herein as Twelve Million Dollars
($12,000,000.00).

    


    4.16
“Solvent” means that: (a) the total amount of the Borrower’s assets is in excess
of the total amount of its liabilities (including contingent liabilities), at a
fair valuation; (b) Borrower does not have unreasonably small capital for the
business and transactions in which Borrower is engaged or is about to engage;
and (c) Borrower does not intend to or believe it will incur obligations beyond
its ability to pay as they become due.

    


    4.17
“Subsidiary Bank” shall mean Community Trust Bank, Inc., a Kentucky
corporation

    based in
Pikeville, Kentucky.

    


    Section
5.  Collateral. The
Revolving Credit Commitment shall be unsecured unless the Non-Performing Assets
of the Subsidiary Bank become equal to or greater than three percent (3.00%) of
the total assets of the Subsidiary Bank in violation of Section 2.2(b), above
(such event shall be referred to as an “NPA Default”). In the event an NPA
Default occurs and the Aggregate Principal Balance of this Note is greater than
zero, Borrower shall immediately execute and deliver to Lender the Pledge
Agreement, substantially in the form attached hereto as Schedule 4.11, giving
Lender a first priority perfected security interest in all outstanding common
capital stock of the Subsidiary Bank. Further, Borrower shall provide any
additional documentation required by Lender to perfect the security interest in
the Collateral. Thereafter, in the event Borrower makes a request to Lender for
a Revolving Loan and, at the time of the request an NPA Default has occurred and
is continuing, Lender will not fund the Revolving Loan until the Pledge
Agreement has been executed and delivered to Lender and the security interest
has been perfected. Borrower acknowledges and agrees that execution and delivery
of the Pledge Agreement to the Lender shall not waive any Event of Default which
has occurred and continues to occur.

    


    Section
6.  Events of Default.
Upon the occurrence of any of the following events (each, an “Event of
Default”), Lender may, at its option, without any demand or notice whatsoever,
cease making advances and declare this Note and all Obligations to be fully due
and payable in their aggregate amount, together with accrued interest and all
prepayment premiums, fees, and charges applicable thereto:

    


    6.1 Any
failure to make any payment when due of principal or accrued interest on this
Note or any other Obligation and such nonpayment remains uncured for a period of
10 days thereafter.

    


    6.2 Any
representation or warranty of Borrower set forth in this Note or in any
agreement, instrument, document, certificate or financial statement evidencing,
guarantying, securing or otherwise related to, this Note or any other Obligation
shall be materially inaccurate or misleading.

    


    6.3
Borrower shall fail to observe or perform any other term or condition of this
Note or any other term or condition set forth in any agreement, instrument,
document, certificate or financial statement evidencing, guarantying or
otherwise related to this Note or any other Obligation, or Borrower shall
otherwise default in the observance or performance of any covenant or agreement
set forth in any of the foregoing for a period of 30 days.

    


    6.4 The
dissolution of Borrower or of any endorser or guarantor of the Obligations, or
the

    merger or
consolidation of any of the foregoing with a third party, or the lease, sale or
other conveyance of a material part of the assets or business of any of the
foregoing to a third party outside the ordinary course of its business, or the
lease, purchase or other acquisition of a material part of the assets or
business of a third party by any of the foregoing.

    


    6.5 Any
failure to submit to Lender current financial information upon
request.

    


    6.6 The
creation of any lien (except a lien to Lender) on, the institution of any
garnishment proceedings by attachment, levy or otherwise against, the entry of a
judgment against, or the seizure of, any of the property of Borrower or any
endorser or guarantor hereof including, without limitation, any property
deposited with Lender.

    


    6.7 In
the judgment of Lender, any material adverse change occurs in the existing or
prospective financial condition of Borrower that may affect the ability of
Borrower to repay the Obligations, or the Lender reasonably deems itself
insecure.

    


    6.8 A
commencement by the Borrower or any endorser or guarantor of the Obligations of
a voluntary case under any applicable bankruptcy, insolvency or other similar
law now or hereafter in effect; or the entry of a decree or order for relief in
respect of the Borrower or any endorser or guarantor of the Obligations in a
case under any such law or appointing a receiver, liquidator, assignee,
custodian, trustee, sequestrator (or other similar official) of the Borrower or
any endorser or guarantor of the Obligations, or for any substantial part of the
property of Borrower or any endorser or guarantor of the Obligations, or
ordering the wind-up or liquidation of the affairs of Borrower or any endorser
or guarantor of the Obligations; or the filing and pendency for 30 days without
dismissal of a petition initiating an involuntary case under any such
bankruptcy, insolvency or similar law; or the making by Borrower or any endorser
or guarantor of the Obligations of any general assignment for the benefit of
creditors; or the failure of the Borrower or any endorser or guarantor of the
Obligations generally to pay its debts as such debts become due; or the taking
of action by the Borrower or any endorser or guarantor of the Obligations in
furtherance of any of the foregoing.

    


    6.9
Nonpayment by the Borrower of any Rate Management Obligation when due or the
breach by the Borrower of any term, provision or condition contained in any Rate
Management Agreement.

    


    6.10 Any
sale, conveyance or transfer of any rights in the Collateral securing the
Obligations.

    


    Section 7. Remedies. In addition
to any other remedy permitted by law, upon the occurrence of an

    Event of
Default, Lender may at any time, without notice:

    


    7.1 Apply
the Collateral to this Note or such other Obligations, whether due or
not.

    


    7.2
Lender may, at its option, proceed to enforce and protect its rights by an
action at law or in equity or by any other appropriate proceedings; provided
that this Note and the Obligations shall be accelerated automatically and
immediately if the Event of Default is a filing under the Bankruptcy
Code.

    


    7.3
Notwithstanding any other legal or equitable rights of Lender, Lender, in the
Event of

    Default,
is:

    


    (a)
hereby irrevocably appointed and constituted attorney-in-fact, with full power
of substitution, to exercise all rights of ownership with respect to the
Collateral including, but not limited to, the right to collect all income or
other distributions arising therefrom and to exercise all voting rights
connected with the Collateral; and

    


    (b) is
hereby given full power to collect, sell, assign, transfer and deliver all of
said Collateral or any part thereof, or any substitutes therefore, or any
additions thereto, through any private or public sale without either demand or
notice to Borrower, or any advertisement, the same being hereby expressly
waived, at which sale Lender is authorized to purchase said
property

    or any
part thereof, free from any right of redemption on the part of Borrower, which
is hereby expressly waived and released.

    


    7.4 In
case of sale for any cause, after deducting all costs and expenses of every
kind, Lender may apply, as it shall deem proper, the residue of the proceeds of
such sale toward the payment of any one or more or all of the Obligations of
Borrower, whether due or not due, to Lender; after such application and the
return of any surplus, Borrower agrees to be and remains liable to Lender for
any and every deficiency after application as aforesaid upon this and any other
Obligation.

    


    7.5
Borrower shall pay all costs of collection incurred by Lender, including its
attorney’s fees, if this Note is referred to an attorney for collection, whether
or not payment is obtained before entry of judgment, which costs and fees are
Obligations secured by the Collateral.

    


    7.6
Lender’s rights and remedies hereunder are cumulative, and may be exercised
together, separately, and in any order. No delay on the part of Lender in the
exercise any such right or remedy shall operate as a waiver. No single or
partial exercise by Lender of any right or remedy shall preclude any other
further exercise of it or the exercise of any other right or remedy. No waiver
or indulgence by Lender of any Event of Default shall be effective unless in
writing and signed by Lender, nor shall a waiver on one occasion be construed as
a waiver of any other occurrence in the future.

    


    Section 8. Miscellaneous.

    


    8.1 Late Payment; Default Rate;
Fees. If any payment is not paid when due (whether by acceleration or
otherwise) or within 10 days thereafter, Borrower agrees to pay to Lender a late
payment fee of $20.00. After an Event of Default, the Borrower agrees to pay to
Lender a fixed charge of $25.00, or the Borrower agrees that Lender may, without
notice, increase the above stated interest rate by six percent (6%), whichever
is greater. Under no circumstances shall said interest rate be raised to a rate
which shall be in excess of the maximum rate of interest allowable under the
state and/or federal usury laws in force at the time of such
change.

    


    8.2 Prepayment. The
Borrower may prepay all or part of this note, which prepaid amounts shall be
applied to the amounts due in reverse order of their due dates. Partial
prepayments shall not excuse and subsequent payment due.

    


    8.3 Amendment and
Restatement. This Third Amended and Restated Revolving Note
(as

    defined
herein, the “Note”) is issued upon surrender of, and in exchange for, the Second
Amended and Restated Revolving Note dated July 30, 2008, that matured on July
29, 2009 and subsequently was extended by written agreement between Lender and
Borrower until October 29, 2009 (as extended, the “Second Amended Note”), that
was issued upon surrender of, and inchange for, the Amended and Restated
Revolving Note dated April 28, 2007, that matured on April 30, 2008 (the
“Amended Note”).  The Amended Note was issued upon surrender of, and
in exchange for, the original Revolving Note dated April 28, 2006, that matured
on April 28, 2007 (the “Original Note”). The issuance of this Note shall not be
construed in any manner as a novation or any other extinguishment of the
obligations arising under the Original Note, the Amended Note, or the Second
Amended Note, or to affect the priority of any security interests granted in
connection with any of the foregoing.

    


    8.4 Entire Agreement.
Borrower agrees that there are no conditions or understandings which are not
expressed in this Note and the documents referred to herein.

    


    8.5 Severability. The
declaration of invalidity of any provision of this Note shall not affect any
part of the remainder of the provisions.

    


    8.6 Waiver of Borrower.
No failure on the part of Lender to exercise any of its rights hereunder shall
be deemed a waiver of any such rights or of any default. Demand, presentment,
protest and notice of dishonor, notice of protest and notice of default are
hereby waived. Each of the Borrower, including but not limited to all co-makers
and accommodation makers of this note, hereby waives all suretyship defenses
including but not limited to all defenses based upon impairment of Collateral
and all suretyship defenses described in Section 3-605 of the Uniform Commercial
Code, as revised in 1990 (the “UCC”). Such waiver is entered to the full extent
permitted by Section 3-605 (i) of the UCC.

    


    8.7 Assignment. Borrower
agrees not to assign any of Borrower’s rights, remedies or obligations described
in this Note without the prior written consent of Lender, which consent may be
withheld in Lender’s sole discretion. Borrower agrees that Lender may assign
some or all of its rights and remedies described in this Note without notice to,
or prior consent from, the Borrower.

    


    8.8 Modification; Waiver of
Lender. The modification or waiver of any of Borrower’s obligations or
Lender’s rights under this Note must be contained in a writing signed by Lender.
Lender may perform Borrower’s obligations, or delay or fail to exercise any of
its rights or remedies, without causing a waiver of those obligations or rights.
A waiver on one occasion shall not constitute a waiver on another occasion.
Borrower’s obligations under this Note shall not be affected if Lender amends,
compromises, exchanges, fails to exercise, impairs or releases (i) any of the
obligations belonging to any co-borrower, endorser or guarantor, (ii) any of its
rights against any co-borrower, guarantor or endorser, or (iii) the Collateral
or any other property securing the obligations.

    


    8.9 Governing Law; Consent to
Jurisdiction. This Note is delivered in, is intended to be performed in,
will be construed and enforceable in accordance with and governed by the
internal laws of, the State of Ohio, without regard to principles of conflicts
of law. Borrower agrees that the state and federal courts in the County where
the Lender is located shall have exclusive jurisdiction over all matters arising
out of this Note, and that service of process in any such proceeding shall be
effective if mailed to Borrower at the address set forth herein.

    


    8.10
JURY
WAIVER. BORROWER, AND
ANY ENDORSER OR GUARANTOR HEREOF, WAIVE THE RIGHT TO A TRIAL BY JURY OF ANY
MATTERS ARISING OUT OF THIS NOTE OR THE TRANSACTIONS CONTEMPLATED
HEREBY.

    


    


    COMMUNITY
TRUST BANCORP, INC.

    By:
/s/Kevin J. Stumbo

    Name: 
Kevin J. Stumbo

    Title:
EVP/Treasurer

    


    COMMONWEALTH
OF KENTUCKY

    COUNTY
OF                                                                

    SS:

    


    BEFORE
ME, personally appeared ____________________, the __________________ of
COMMUNITY TRUST BANCORP, INC., a Kentucky corporation, who acknowledge that he
did sign the foregoing instrument as such officer and on behalf of said
corporation.

    


    IN
TESTIMONY WHEREOF, I have hereunto set my hand and official seal this   day of
October, 2009.

    


    Notary
Public

    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
1.3

    


    LITIGATION

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    


    


    SCHEDULE
1.11

    SUBSIDIARIES,
PARTNERSHIPS AND JOINT VENTURES

    


    1.
Community Trust Bank, Inc.

    


    2.
Community Trust and Investment Company

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
4.11

    FORM OF
PLEDGE AGREEMENT