citizens financial 8k 122805 ex 1028


     

    Exhibit
      10.28

     

    SUBJECT
      TO THAT CERTAIN SUBORDINATION AGREEMENT DATED AS OF
DECEMBER 19, 2002 FROM
      BORROWER AND LENDER TO NATIONAL CITY
BANK OF KENTUCKY 

     

    PROMISSORY
      NOTE ($500,000) 

     

    
      
        	 $500,000.00	
                 Louisville,
                  Kentucky

              
	 	
                December
                  23,
                  2005

              


      

    

     

    FOR
      VALUE RECEIVED,
      the
      undersigned, CITIZENS
      FINANCIAL CORPORATION,
      a
      Kentucky corporation, (“Borrower”),
      having an address of Suite 300, The Marketplace, 12910 Shelbyville Road,
      Louisville, Kentucky 40243, hereby promises and agrees to pay to the order
      of
      Darrell R. Wells, (“Lender”),
      having an address of Suite 310, 4310 Brownsboro Road, Louisville, Kentucky
      40207, the aggregate principal sum of FIVE
      HUNDRED THOUSAND DOLLARS
      ($500,000.00), or so much thereof as may be advanced hereunder, together with
      interest hereon as hereinafter provided, in lawful money of the United States
      of
      America, in the manner set forth herein, on or before June 30, 2006 (the
“Final
      Maturity Date”).
      

     

    The
      principal of this Note shall bear interest on the unpaid balance thereof at
      a
      rate per annum equal to the greater
      of [i]
      six percent (6%) or [ii] one percent (1%) in excess of the Prime Rate at the
      opening of business on the date of this Note. The rate per annum shall be reset
      at the opening of business on the first day of each April, July, October and
      January hereafter (each an “Adjustment
      Date”)
      so
      that for the calendar quarter beginning on that day the rate per annum shall
      equal the greater
      of [i]
      six
      percent (6%) or [ii] one percent (1%) in excess of the Prime Rate at the opening
      of business on that day. The “Prime
      Rate,
      as used
      in this Note, shall mean that rate of interest announced from time to time
      by
      National City Bank of Kentucky (the “Bank”)
      to be
      its prime rate at its principal office in Louisville,
      Kentucky, it being understood and agreed that such rate shall not necessarily
      be
      the lowest rate the Bank then offers to its most creditworthy borrowers. As
      of
      the date of this Note, the Prime Rate of the Bank is seven and one quarter
      percent (7-1/4%), and accordingly the interest rate per annum on this Note
      until
      the first Adjustment Date shall be eight and one quarter percent (8-1/4%).
      

     

    All
      interest on this Note shall be computed daily on the basis of the actual number
      of days elapsed over a year assumed to consist of three hundred sixty (360)
      days. 

     

    Principal
      of this Note shall be paid in a single payment on the Final Maturity Date.
      All
      accrued and unpaid interest shall be paid on each Adjustment Date for the
      preceding calendar quarter and also on the Final Maturity Date or any other
      date
      on which the principal balance of this Note is paid in full. 

     

    The
      holder of this Note shall have the right to require repayment in full of this
      Note in whole or in part and all accrued and unpaid interest hereon by giving
      written notice to Borrower at the address first set forth above specifying
      a
      date for repayment that shall be not less than ninety (90) days after the date
      Borrower receives such notice. 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Borrower
      reserves the right to repay the principal of this Note in whole or in part
      without penalty or premium at any time; provided, however, that Borrower shall
      have no right to reborrow any amounts so repaid. 

     

    Notwithstanding
      any other provision of this Note, the rights and obligations of Borrower and
      Lender hereunder to demand, pay or receive payments and prepayments of the
      principal hereof, interest hereon, and other sums payable hereunder are subject
      to the terms and conditions of a Subordination Agreement from Borrower and
      Lender to the Bank dated as of December 19, 2002, as it may be amended, modified
      or replaced from time to time. In particular, Borrower’s failure to pay any
      installment of principal of or interest on this Note that it is not permitted
      to
      pay in order to comply with the Subordination Agreement shall not constitute
      a
      default on this Note nor shall it give rise to any obligation to pay any
      increased interest or late payment charges in respect of any such unpaid
      installment until ten (10) days after the Bank notifies Borrower that it may
      pay
      such installment. 

     

    All
      payments of principal and interest and any other sums due under this Note shall
      be made in immediately available funds to Lender at its address set forth above
      in this Note or to such other person or at such other address as may be
      designated in writing by the holder of this Note. All payments on this Note
      shall be applied first to the payment of any expenses or charges payable
      hereunder, and next to accrued interest, and then to the principal balance
      hereof, or in such other order as Lender may elect in its sole discretion.
      

     

    Any
      payment on this Note that is overdue for more than five (5) days from its due
      date shall, if requested by and at the sole option of the holder of this Note,
      in order to compensate the holder for the inconvenience and administrative
      expense incident to such delinquency and not as a penalty, be increased by
      an
      amount equal to five percent (5%) of the overdue payment, unless such increase
      would exceed the maximum increase permitted by law, in which event the overdue
      payment shall be increased by such lesser increment, if any, as would not exceed
      the maximum increase permitted by law. The charging or collection of a late
      charge shall not be deemed a waiver of any of the holder’s other rights and
      remedies hereunder, including, if applicable, the right to exercise the remedies
      of the holder upon a default under this Note as hereinafter provided.


     

    The
      occurrence of any one or more of the following shall constitute a default under
      this Note: [i] Borrower does not pay any installment of principal of, or
      interest on, this Note as and when due or within five (5) days thereafter;
      [ii]
      a proceeding is filed or commenced against Borrower for dissolution or
      liquidation that is not dismissed within sixty (60) days after filing; [iii]
      Borrower becomes insolvent, or a custodian, trustee, liquidator or receiver
      is
      appointed for Borrower or for any of its property, or Borrower makes an
      assignment for the benefit of its creditors, files a petition under bankruptcy,
      insolvency or debtor’s relief law or for any readjustment of indebtedness,
      composition or extension or [iv] any such proceeding is filed against Borrower
      and is not dismissed within sixty (60) days). 

     

    Whenever
      there is a default under this Note, the entire principal balance of and all
      accrued interest on this Note, shall, at the option of Lender, become forthwith
      due and payable, without presentment, notice, protest or demand of any kind
      (all
      of which are expressly waived by

     


    
      
        
        

      

      
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    Borrower).
      Upon any such default, the rate of interest applicable to the entire unpaid
      principal balance of this Note shall, at the sole and exclusive option of the
      holder of this Note, be increased by four percent (4%) per annum, unless the
      resulting rate would exceed the maximum rate permitted by law, in which event
      the rate of interest shall be increased to a rate that shall not exceed such
      maximum rate. 

     

    This
      Note
      is hereby expressly limited so that in no event whatsoever, whether by reason
      of
      acceleration of the maturity hereof or otherwise, shall the amount paid or
      agreed to be paid to the holder of this Note for the use, forbearance or
      retention of money loaned hereunder exceed the maximum amount permissible under
      applicable law. If from any circumstance the holder of this Note shall ever
      receive anything of value deemed by applicable law to be interest in any amount
      that would exceed the highest lawful rate payable hereunder, an amount equal
      to
      any excessive interest shall be applied to the reduction of the principal amount
      owing hereunder and not to the payment of the interest, and if the amount that
      would be excessive interest exceeds the principal balance then owing, such
      excess shall be refunded to the party paying the same. 

     

    Failure
      of the holder of this Note to exercise any of its rights and remedies shall
      not
      constitute a waiver of the right to exercise the same at that or any other
      time.
      All rights and remedies of the holder for default under this Note shall be
      cumulative to the greatest extent permitted by law. Time shall be of the essence
      in the payment of all installments of interest and principal on this Note and
      the performance of Borrower’s other obligations under this Note. 

     

    If
      there
      is any default under this Note, and this Note is placed in the hands of an
      attorney for collection or is collected through any court, including any
      bankruptcy court, Borrower promises to pay to the holder hereof its reasonable
      attorneys’ fees and court costs incurred in collecting or attempting to collect
      or securing or attempting to secure this Note or enforcing the holder’s rights
      in any collateral securing this Note, provided the same is legally allowed
      by
      the laws of the Commonwealth of Kentucky or any state where the collateral
      or
      part thereof is situated. 

     

    If
      any
      provision, or portion thereof, of this Note, or the application thereof to
      any
      persons or circumstances shall to any extent be invalid or unenforceable, the
      remainder of this Note, or the application of such provision, or portion
      thereof, to any other person or circumstances shall not be affected thereby,
      and
      each provision of this Note shall be valid and enforceable to the fullest extent
      permitted by law. 

     

    This
      Note, including matters of construction, validity and performance, and the
      obligations arising hereunder, shall be construed in accordance with and
      otherwise governed in all respects by the laws of the Commonwealth of Kentucky
      applicable to contracts made and performed in such state and any applicable
      law
      of the United States of America. 

     

    Borrower
      and any other party who may become primarily or secondarily liable for any
      of
      the obligations of Borrower hereunder hereby jointly and severally waive
      presentment, demand, notice of dishonor, protest, notice of protest, and
      diligence in collection, and further waive all exemptions to which they may
      now
      or hereafter be entitled under the laws of the Commonwealth of Kentucky or
      any
      other state or of the United States, and further agree that the holder of this
      Note shall have the right without notice, to deal in any way, at any time,
      with
      Borrower, or with

     


    
      
        
        

      

      
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    any
      other
      party who may become primarily or secondarily liable for, or pledge any
      collateral as security for, any of the obligations of Borrower under this Note
      and to grant any extension of time for payment of this Note or any other
      indulgence or forbearance whatsoever, and may release any security for the
      payment of this Note and/or modify the terms of the any other
      documents securing or pertaining to this Note, without in any way affecting
      the
      liability of Borrower, or such other party who may pledge any collateral as
      security for, or become primarily or secondarily liable for, the obligations
      of
      Borrower hereunder and without waiving any rights the holder may have hereunder
      or by virtue of the laws of this state or any other state of the Unites States.
      

     

    Borrower
      hereby consents to the jurisdiction of any state or federal court located within
      the County of Jefferson, Commonwealth of Kentucky, and irrevocably agrees that,
      subject to Lender’s sole and absolute election, any case or proceeding relating
      to Title 11 of the United States Code and any actions relating to the
      indebtedness evidenced hereby shall be litigated in such courts, and Borrower
      waives any objection that it may have based on improper venue or forum non
      conveniens to the conduct of any proceeding in any such court. Nothing contained
      in this paragraph shall affect the right of Lender to bring any action or
      proceeding against Borrower or its property in the courts of any other
      jurisdiction. 

     

    LENDER
      AND BORROWER ACKNOWLEDGE THAT THE TIME AND EXPENSE REQUIRED FOR TRIAL BY JURY
      EXCEED THE TIME AND EXPENSE REQUIRED FOR A BENCH TRIAL AND HEREBY KNOWINGLY
      AND
      VOLUNTARILY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, AND AFTER HAVING
      CONSULTED OR HAVING HAD AMPLE OPPORTUNITY TO CONSULT THEIR RESPECTIVE LEGAL
      COUNSEL CONCERNING THE CONSEQUENCES OF SUCH WAIVER, TRIAL BY JURY IN ANY ACTION
      OR OTHER PROCEEDING BROUGHT TO ENFORCE OR DEFEND AGAINST COLLECTION OF OR
      OTHERWISE IN CONNECTION WITH THIS NOTE OR ANY RELATED DOCUMENTS.


     

    
      	 	 	 
	 	CITIZENS
              FINANCIAL CORPORATION
	 
 	 
 	 
 
	 	By:  	/s/ Len
              E. Schweitzer
	 	
              _______________________________

              Len
                E. Schweitzer

            
	 	
              Vice
                President, Accounting, and Chief

              Financial Officer

            


    

     

     

    
    

     

    
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