modificationagreement.htm


    MODIFICATION
AND EXTENSION AGREEMENT

     

                    Note
#UNFUNDED

     

    This
MODIFICATION AND EXTENSION AGREEMENT (the "Agreement") is made this 9th day of
November
the year 2008 by and between:

     

    THE
BANKERS' BANK OF KENTUCKY

    107
Progress Drive

    P.O.
Box 713

    Frankfort,
Ky. 40601 ("Lender")

    And

     

    PREMIER
FINANCIAL BANCORP, INC.

    2883
51H
Avenue

    Huntington,
WV 25702("Borrower")

     

    Whereas,
Borrower is indebted to Lender as of the date hereof in the amount of $0.00
evidenced by a promissory note from Borrower to Lender in the original
face amount of three
million five hundred thousand and 00/100 ($3,500,000.00), dated November
10, 2006 (the "Note"), which is secured by 559,800 shares of
Citizens Deposit Bank & Trust (Vanceburg) stock and 18,750 shares of Farmers
Deposit Bank (Eminence) stock.

     

    Now,
Therefore, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, Lender and Borrower hereby agree as
follows:

     

    
      	
              1.             

            	
              Amendment
      of Terms. Borrower and Lender desire to modify, renew and/or extend
      the Note by amending The terms thereof as follows, to be effective from
      and after the date hereof:

               

              LINE
      OF CREDIT BORROWING LIMIT DECREASED FROM $3,500,000.00
      TO $3,000,000.00

              
                 

                The
      Maturity Date of the
      Note, at which time all unpaid principal, accrued interest and other
      charges, fees and expenses shall be due and payable in full, shall be
      November
      9, 2009.

                 

                Interest
      shall accrue on the outstanding principal balance of the Note, based on
      the actual number of days elapsed over an assumed year of 360 days, at the
      rate per annum of 1.00% below the JP Morgan Chase Co. Prime, adjusted
      daily, with a floor rate of 3.00%.

                 

                Borrower
      shall make payments on the Note as follows:

                Interest
      due quarterly beginning January 5, 2009. 

                Principal
      and all outstanding interest due and payable at
      maturity.

              

               

            



     

    
      	
              2.             

            	
              Acknowledgements
      and Waivers of Borrower. Borrower acknowledges that it has no
      defense to repayment of the Note in full and Borrower further acknowledges
      that it is not aware of any claim or cause of action it currently has
      against Lender. Borrower hereby fully, finally and forever releases Lender
      from and against any and all claims Borrower has or may have against
      Lender directly or indirectly arising out of the negotiation, closing or
      administration of the loan evidenced by the Note or directly or indirectly
      arising out of the negotiation or execution of this Agreement. Borrower
      further acknowledges and agrees that any other waivers of rights or
      defenses contained in the Note or any of the Security Documents shall
      remain in full force and effect and are hereby remade and affirmed as if
      set forth in full herein.

            


    

     

    
      	
              3.              

            	
              No
      Novation. Lender and Borrower specifically agree that this
      Agreement represents a continuation and modification of credit previously
      extended and is not intended to constitute a novation. Except as expressly
      modified or amended herein, all of the terms and conditions of the Note
      shall remain in full force and
effect

            


    

     

    
      	
              4.             

            	
              LATE
      CHARGE AND DEFAULT RATE OF INTEREST. IF ANY PAYMENT DUE UNDER THE
      NOTE, AS AMENDED HEREBY, IS NOT RECEIVED BY LENDER WITHIN 20 DAYS OF THE
      DATE IT IS DUE, THEN
      A LATE CHARGE OF 3.00%  MAY
      BE CHARGED BY THE LENDER. UPON MATURITY OF THE NOTE, WHETHER BY
      ACCELERATION OR OTHERWISE, OR UPON THE OCCURRENCE OF AN EVENT OF DEFAULT
      UNDER THE NOTE, IN ADDITION TO ANY AND ALL OTHER REMEDIES TO WHICH THE
      LENDER MAY BE ENTITLED, THE APPLICABLE RATE OF INTEREST ON THIS NOTE SHALL
      BE INCREASED TO 5.00% PER ANNUM IN EXCESS OF THE RATE SET FORTH IN
      PARAGRAPH 1, ABOVE

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the date first set forth
above

    
       

      LENDER:                                  BANKERS'
BANK OF KENTUCKY

                                           
By: 
/s/
John B.
Clark                            


    

              
                                  John
B. Clark, Executive Vice President

     

    BORROWER                                                                                     PREMIER
FINANCIAL BANCORP, INC. 

                                           
By: 
/s/ Robert
W.
Walker                      


                                                   Robert
W. Walker, President & CEO