-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Bet7Atr8s+EUiFaZugIKoS4W2ue9nIgvmIpKO8I1xlZ7J+9rJypOEzDqrljkyMtp k1Wq4tjI18x9fy0bF/tjEw== 0000899078-03-000426.txt : 20030807 0000899078-03-000426.hdr.sgml : 20030807 20030807160906 ACCESSION NUMBER: 0000899078-03-000426 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20030807 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BARBOUR DAVID B CENTRAL INDEX KEY: 0001223094 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O CLASSIC BANCSHARES INC STREET 2: 344 SEVENTEENTH ST CITY: ASHLAND STATE: KY ZIP: 41101 BUSINESS PHONE: 6063262828 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CLASSIC BANCSHARES INC CENTRAL INDEX KEY: 0001001627 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 611289391 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-48878 FILM NUMBER: 03828767 BUSINESS ADDRESS: STREET 1: 344 17TH ST STREET 2: P O BOX 1527 CITY: ASHLAND STATE: KY ZIP: 41101-1527 BUSINESS PHONE: 6063254789 MAIL ADDRESS: STREET 1: P O BOX 1527 CITY: ASHLAND STATE: KY ZIP: 41105-1527 SC 13D 1 april32000-13d.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20552 SCHEDULE 13D Under the Securities Act of 1934 (Amendment No. ______________)* CLASSIC BANCSHARES, INC. (Name of Issuer) Common Stock, Par Value $0.01 per share (Title of Class of Securities) 18272M104 (CUSIP Number) David B. Barbour c/o Classic Bancshares, Inc. 344 Seventeenth Street, Ashland, Kentucky 41101 (606) 325 - 4789 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 4, 2000 (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 10 CUSIP NO. 18272M104 13D Page 2 of 10 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NUMBER OF ABOVE PERSON (VOLUNTARY) DAVID B. BARBOUR ---------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] ---------------------------------------------------------------------- 3 SEC USE ONLY ---------------------------------------------------------------------- 4 SOURCE OF FUNDS PF, 00 ---------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] ---------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States ---------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 79,644 BENEFICIALLY ---------------------------------------------- OWNED BY EACH 8 SHARED VOTING POWER REPORTING PERSON WITH 10,372 ---------------------------------------------- 9 SOLE DISPOSITIVE POWER 79,644 ---------------------------------------------- 10 SHARED DISPOSITIVE POWER 10,372 ---------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 90,016 ---------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES See Items 3 and 5 below. [ ] ---------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.75% ---------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN ---------------------------------------------------------------------- Item 1. Security and Issuer The class of equity securities to which this statement relates is the Common Stock, $0.01 par value (the "Common Stock"), of Classic Bancshares, Inc., located at 344 Seventeenth Street, Ashland, Kentucky, 41101. Item 2. Identity and Background The name and business address of the person filing this statement is David B. Barbour, Classic Bancshares, Inc., 344 Seventeenth Street, Ashland, Kentucky, 41101. Mr. Barbour is the President, Chief Executive Officer and director of Classic Bancshares, Inc. and its subsidiary Classic Bank at the address stated above. During the last five years, Mr. Barbour has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in him being subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or being found in violation with respect to such laws. Mr. Barbour is a citizen of the United States of America. Item 3. Source and Amount of Funds or Other Consideration Mr. Barbour has acquired beneficial ownership of 90,016 shares of Common Stock as follows: Page 3 of 10 Between December 1995 and the date hereof, Mr. Barbour has acquired 7,530 shares of Common Stock with personal funds for an aggregate purchase price of approximately $83,176. Furthermore, Mr. Barbour acquired beneficial ownership of 5,590 shares in his IRA account. Mr. Barbour also acquired beneficial ownership of 3,937 shares of Common Stock through his 401(k) Plan using a combination of personal funds and funds contributed by Classic Bank, the subsidiary of Classic Bancshares, Inc. Mr Barbour has been awarded 13,225 shares of restricted stock through Classic Bancshares, Inc.'s 1996 Recognition and Retention Plan which are now vested. Also, Mr. Barbour has been awarded options to purchase 49,362 shares at exercise prices equal to or greater than the fair market value of the Common Stock on the date of grant pursuant to Classic Bancshares, Inc.'s 1996, 1998 and 2001 Stock Option Plans. All of the options are exercisable within 60 days of the filing of this Schedule 13D. The awards of restricted Common Stock and stock options were granted to Mr. Barbour at no cost to him. Through the date hereof, Mr. Barbour has acquired beneficial ownership of 10,372 shares of Common Stock through allocations under Classic Bancshares, Inc.'s Employee Stock Ownership Plan (the "ESOP") for which First Bankers Trust Company, N.A., Quincy, Illinois acts as Trustee. These shares were purchased with funds contributed by Classic Bank, the subsidiary of Classic Bancshares, Inc. Page 4 of 10 Item 4. Purpose of Transaction All of the shares purchased and/or acquired by Mr. Barbour are for investment purposes. Mr. Barbour may, from time to time, depending upon market conditions and other investment considerations, purchase additional shares of Classic Bancshares, Inc. for investment or dispose of shares of Classic Bancshares, Inc. As President, Chief Executive Officer and director, Mr. Barbour regularly explores potential actions and transactions which may be advantageous to Classic Bancshares, Inc., including, but not limited to, possible mergers, acquisitions, reorganizations or other material changes in the business, corporate structure, management, policies, governing instruments, capitalization, securities or regulatory or reporting obligations of Classic Bancshares, Inc. Except as noted above, Mr. Barbour has no plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of Classic Bancshares, Inc., or the disposition of securities by Classic Bancshares, Inc.; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Classic Bancshares, Inc. or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of Classic Bancshares, Inc. or any of its subsidiaries; (d) any change in the present Board of Directors or management of Classic Bancshares, Inc., including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; Page 5 of 10 (e) any material change in the present capitalization or dividend policy of Classic Bancshares, Inc.; (f) any other material change in Classic Bancshares, Inc.'s business or corporate structure; (g) changes in Classic Bancshares, Inc.'s certificate of incorporation, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of Classic Bancshares, Inc. by any person; (h) causing a class of securities of Classic Bancshares, Inc. to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-quotation system of a registered national securities association; (i) a class of equity securities of Classic Bancshares, Inc. becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) any action similar to any of those enumerated above. Page 6 of 10 Item 5. Interest in Securities of the Issuer (a) Mr. Barbour beneficially owns an aggregate of 90,016 shares of Common Stock (including the right to acquire 49,362 shares), constituting 6.75% of the shares of such Common Stock outstanding on the date hereof. (b) With respect to the 90,016 shares of Common Stock beneficially owned by Mr. Barbour, such amount includes: (1) 79,644 shares over which Mr. Barbour has sole voting power and sole dispositive power. (2) 10,372 shares over which Mr. Barbour has shared voting and dispositive power (under the terms of the ESOP), with First Bankers Trust Company, N.A., the trustee of the ESOP, a national bank, with its principal business address at Broadway at 12th Street, Quincy, Illinois 62031. (3) Options to purchase 49,632 shares of Common Stock which upon exercise Mr. Barbour will have sole voting and sole dispositive power. (c) No transactions have been effected in the past sixty days. (d) No person other than Mr. Barbour is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares beneficially owned by Mr. Barbour except for the 10,372 shares Mr. Barbour holds in his ESOP account. Page 7 of 10 Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of the Issuer In addition to the matters disclosed in response to Items 4 and 5, which are incorporated herein by reference, Mr. Barbour has pledged his shares of Common Stock to Lawrence Federal Savings in connection with a loan agreement, dated as of February 26, 2003. Mr. Barbour has sole and shared power to vote and dispose of the Common Stock subject to the pledge, unless and until there is a default on the underlying loan, in which case, as is customary, Lawrence Federal Savings may be entitled to vote and dispose of the Common Stock subject to the pledge. Furthermore, Mr. Barbour has entered into an agreement with his former spouse to provide her with a portion of the profits, if any, on certain of his stock options, when exercised. Except with respect to the shares pledged to Lawrence Federal Savings, the shares held in the ESOP, stock options, and the agreement with his former spouse with respect to certain of his stock options, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between Mr. Barbour and any other person with respect to any securities of the issuer, including but not limited to, transfer or voting of any of such securities, finder's fees, joint ventures, loan or option arrangements, put or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies. Except with respect to shares pledged to Lawrence Federal Savings, the shares held in the ESOP, stock options, and the agreement with his former spouse with respect to certain of his stock options, none of the Common Stock beneficially owned by Mr. Barbour is pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such shares. Page 8 of 10 Item 7. Material to be Filed as Exhibits Exhibit 1: Loan Agreement with Lawrence Federal Savings dated Febraury 26, 2003. Page 9 of 10 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. Date: August 7, 2003 /s/ David B. Barbour --------------------------- ------------------------------------- David B. Barbour Page 10 of 10 EX-1 3 ex1toapril13d.txt Exhibit 1 LAWRENCE FEDERAL SAVINGS DAVID B. BARBOUR 311 SOUTH 5TH ST. C/O CLASSIC BANK Loan Number 01-0600539-4 IRONTON, OH 45638 P.O BOX 1527 Date FEBRUARY 26, 2003 ASHLAND, KY 41105-1527 Maturity Date DEC. 31, 2003 LENDER'S NAME AND ADDRESS LOAN AMOUNT $83,095.00 "You" means the Lender, BORROWER'S NAME AND its Successors and assigns ADDRESS Renewal of ______________ "I" includes each Borrower above, jointly and severally TERMS FOLLOWING A /_/ APPLY ONLY IF CHECKED NOTE - For value received, I promise to pay to you, or your order, at your address above, the principal sum of: EIGHTY THREE THOUSAND NINETY FIVE AND NO/100********************************************************* Dollars $ 83,095.00 plus interest from FEBRUARY 26, 2003 at the rate of 4.250 % per year until MARCH 31, 2003 [XX] ORIGINATION FEE - I also agree to pay a nonrefundable origination fee of $ 95.00, and it will be /_/ paid in cash, /_/ paid pro rata over the loan term, [XX] withheld from the proceeds. (If this fee is withheld from the proceeds, the amount is included in the principal sum.) XX VARIABLE RATE. The rate above may then change so as always to be EQUAL TO PRIME BANK LOAN RATE AS PUBLISHED IN THE FEDERAL RESERVE STATISTICAL RELEASE H.15 . The interest rate may not change more than 2.000 % each MONTH The annual interest rate in effect on this note will not at any time be more than 10.000% or less than 3.000%. The interest rate in effect on this note may change (as often as) MONTHLY (assuming there is a change in the base rate) and an increase in the interest rate will cause an increase in /_/ the amount of each scheduled payment. [XX] the amount due at maturity. /_/ the number of payments. PAYMENT - I will pay this note as follows: ON DEMAND, BUT IF NO DEMAND IS MADE (a) [XX] Interest due: AT MATURITY Principal due: ON DEMAND, BUT IF NO DEMAND IS MADE THEN ON DECEMBER 31, 2003 (b) [ ] This note has _________ payments. The first payment will be in the amount of $ ________ and will be due ____________ ____________. A payment of $ _______ will be due on the _______ day of each ________________________________ thereafter. The final payment of the entire unpaid balance of principal and interest will be due _________________________________. INTEREST - Interest accrues on a ACTUAL/365 basis. [XX] LATE CHARGE - I agree to pay a late charge on the portion of any payment made more than 10 days after it is due equal to 5.000% OF THE LATE PAYMENT [XX] RETURNED CHECK CHARGE - I agree to pay a fee of $ 15.00 for each check, negotiable order of withdrawal or draft I issue in connection with this loan that is returned because it has been dishonored. POST-MATURITY INTEREST - Interest will accrue after maturity on the unpaid balance of this note on the same basis as interest accrues before maturity, unless a specific post-maturity interest rate is agreed to in the next sentence. [ ] Interest will accrue at the rate of _________% per year on the balance of this note note paid at maturity, including maturity by acceleration. THE PURPOSE OF THIS LOAN IS - CONSUMER: PERSONAL EXPENSES -------------------------------------------------- SECURITY - You have certain rights that may affect my property as explained on page 3. This loan [XX] is /_/ is not further secured. (a) [XX]This loan issecured by STOCK ASSIGNMENT, dated FEBRUARY 26, 2003. (b) /_/ Security Agreement - I give you a security interest in the Property described below. The rights I am giving you in this Property and the obligations this agreement accrues are defined on page 3 of this agreement. The Property will be used for PERSONAL purposes.
ANNUAL PERCENTAGE RATE FINANCE CHARGE AMOUNT FINANCED TOTAL OF PAYMENTS I have the right to receive The cost of my credit The dollar amount the The amount of credit The amount I will have paid at this time an itemization of as a yearly rate. credit will cost me. provided to me or when I have made all Amount Financed. on my behalf scheduled payments. ________Yes I want an itemization 4.391% $3,075.04 $83,000.00 $86,075.04 ------ --------- ---------- ---------- My Payment Schedule will be: ______ No I do not want an itemization. Number of Payments Amount of Payments When Payments are Due 1 86,075.04 DECEMBER 31, 2003 "e" means an estimate - --------- ------------------ ----------------------------- $ _______ Filing Fees $ _______ Nonfiling Insurance
[XX] This note has a demand feature. /_/ This note is payable on demand and all disclosures are based on an assumed maturity of one year. [XX] Variable Rate [XX] My loan contains a variable rate feature. (check one) Disclosures about the variable rate feature have been provided to me earlier. [ ] The annual percentage rate may increase during the term of this transaction if_________________________ ____________________________________________________ Any increase will take the form of_____________________________________________ If the rate increased by ______________ % in ______________, the ____________________________________________________________________ will increase to _____________________________. The rate may not increase more often than once ____________________, and may not increase more than ______________________________ % each _________________________________. The rate will not go above _________________________%. Security - I am giving a security interest in: XX (brief description of other property) SHARES OF CLASSIC BANKSHARES, INC. /_/ the goods or property being purchased. [XX] collateral securing other loans with you may also secure this loan. [XX] my deposit accounts and other rights to the payment of money from you. /_/ Late Charge - I will be charged a late charge on the portion of any payment made more than __________ days after it is due equal to ______________ /_/ Required Deposit - The annual percentage rate does not take into account my required deposit. Prepayment - If I pay off this note early, I will not have to pay a penalty. [XX] If I pay off this note early, I will not be entitled to a refund of part of the origination fee. [XX] Assumption - Someone buying the property securing this obligation cannot assume the remainder of the obligation on the original terms. I can see my contract documents for any additional information about nonpayment, default, any required repayment before the scheduled date, and prepayment refunds and penalties. CREDIT INSURANCE - Credit life insurance and credit disability insurance are not required to obtain credit, and will not be provided unless I sign an dagree to pay the additional costs. Type Premium Term - ------------------------------------------------- Credit Life - ------------------------------------------------- Credit Disability - ------------------------------------------------- Joint Credit Life - ------------------------------------------------- PROPERTY INSURANCE - I may obtain property insurance from anyone I want that is acceptable to you. If I get the insurance from or through you I will pay $___________________________ for __________________________________ coverage. ITEMIZATION OF AMOUNT FINANCED AMOUNT GIVEN TO ME DIRECTLY $ 83,000.00 AMOUNT PAID ON MY (LOAN) ACCOUNT $ TO LENDER $ 95.00 AMOUNTS PAID TO OTHERS ON MY BEHALF: To Insurance Companies $ To Public Officials $ (less) PREPAID FINANCE CHARGE(S) $ 95.00 Amount Financed $ 83,000.00 (Add all items financed and subtract prepaid finance charges) - -------------------------------------------------------------------------------- SINGE INTEREST INSURANCE - I may obtain single interest insurance from anyone I want that is acceptable to you. If I get the Insurance from or through you I will pay $_______________ for _______________________ of coverage ADDITIONAL TERMS OF THE NOTE DEFINITIONS - "I," "me" or "my" means each Borrower who signs this note and each other person or legal entity (including guarantors, endorsers, and sureties) who agrees to pay this note (together referred to as "us"). "You" or "your" means the Lender and its successors and assigns. APPLICABLE LAW - This note and any agreement securing this note will be governed by the laws of the State of Ohio. The federal Truth-In-Lending disclosures on page 1 are disclosures only and are not intended to be terms of this agreement. The fact that any part of this note cannot be enforced will not affect the rest of this note. Any change to this note or any agreement securing this note must be in writing and signed by you and me. PAYMENTS - Each payment I make on this loan will be applied first to any charges I owe other than principal and interest, then to interest that is due, and finally to principal that is due. No late charge will be assessed on any payment when the only delinquency is due to late fees assessed on earlier payments and the payment is otherwise a full payment. The actual amount of my final payment will depend on the interest rates (if variable) and my payment record. If any payment due under this loan does not equal or exceed the amount of interest due, you may, at your option, increase the amount of the payment due and all future payments to an amount that will pay off this loan in equal payments over the remaining term of this loan. PREPAYMENT - I may prepay this loan in whole or in part at any time. If I prepay in part, I must still make each later payment in the original amount as it becomes due until this note is paid in full. INTEREST - Interest accrues on the principal remaining unpaid from time to time, until paid in full. If "Variable Rate" is checked on page 1, I will pay interest at the rates in effect from time to time. Decreases in the interest rate for this note will have the opposite effect on payments that increases would have. This interest rate(s) and other charges on this loan will never exceed the highest rate of charge allowed by law for this loan. You will figure a change in the interest rate by using the index rate in effect at the time the interest rate is to change. Changes in this index between scheduled changes in the interest rate will not effect the interest rate. If the index specified on page 1 ceases to exist. I agree that you may substitute a similar index for the original. INDEX - If you and I have agreed that the interest rate on this note will be variable and will be related to an index, then the index you select will function only as a tool for setting the rate on this note. You do not guaranty, by selecting any index, that the interest rate on this note will have a particular relationship to the interest rate you charge on any other loans of any type or class of loans with your other customers. ACCRUAL METHOD - The amount of interest that I will pay on this loan will be calculated using the interest rate and accrual method stated on page 1. For interest calculation, the accrual method will determine the number of days in a year. If no accrual method is stated, then you may use any reasonable accrual method for calculating interest. POST-MATURITY INTEREST - Interest will accrue on the principal balance remaining unpaid after final maturity of the rate specified on page 1. For purposes of this section, final maturity occurs: (a) If the note is payable on demand, on the date you make demand for payment; (b) If the note is payable on demand with alternate payment date(s), on the date you make demand for payment or on the final alternate payment date, whichever is earlier; (c) On the date of the last scheduled payment of principal; or (d) On the date you accelerate the due date of this loan (demand immediate payment). REAL ESTATE OR RESIDENCE SECURITY - If this loan is secured by real estate or a residence that is personal property, the existence of a default and your remedies for such a default will be determined by applicable law, by the terms of any separate instrument creating the security interest and, to the extent not prohibited by law and not contrary to the terms of the separate security instrument, by this agreement. DEFAULT - Subject to any limitations in the "REAL ESTATE OR RESIDENCE SECURITY" paragraph above, I will be in default on this loan and any agreement securing this loan if any one or more of the following occurs: (a) I fail to make a payment in full when due; (b) I die, am declared incompetent, or become insolvent; (c) I fail to keep any promise I have made in connection with this loan; (d) I fail to pay, or keep any other promise on, any other loan or agreement I have with you; (e) I make any written statement or provide any financial information that is untrue or inaccurate at the time it is provided; (f) Any creditor of mine attempts to collect any debt I owe through court proceedings, set-off or self-help repossession; (g) The Property is damaged, destroyed or stolen; (h) I fail to provide any additional security that you may require; (i) Any legal entity (such as partnership or corporation) that has agreed to pay this note merges, dissolves, reorganizes, ends its business or existence, or a partner by majority stockholder dies or is declared incompetent; or (j) Anything else happens that causes you to believe that you will have difficulty collecting the amount I owe you. If any of us are in default on this note or any security agreement, you may exercise your remedies against any or all of us. REMEDIES - Subject to any limitations in the "REAL ESTATE OR RESIDENCE SECURITY" paragraph above, if I am in default on this loan or any agreement securing this loan, you may: (a) Make unpaid principal, earned interest and all other agreed charges I owe you under this loan immediately due; (b) Use the right of set-off as explained below; (c) Demand more security or new parties obligated to pay this loan (or both) in return for not using any other remedy; (d) Make a claim for any and all insurance benefits or refunds that may be available on my default; (e) Use any remedy you have under state or federal law; and (f) Use any remedy given to you in any agreement securing this loan. By choosing any one or more of these remedies you do not give up your right to use another remedy later. By deciding not to use any remedy should I be in default, you do not give up your right to consider the event a default if it happens again. COSTS OF COLLECTION AND ATTORNEYS' FEES - I agree to pay you all reasonable costs you incur to collect this debt or realize on any security. This includes, unless prohibited by law, reasonable attorneys' fees. This provision also shall apply if I file a petition or any other claim for relief under any bankruptcy rule or law of the United States, of if such petition or other claim for relief is filed against me by another. SET-OFF - I agree that you may set off any amount due and payable under this note against any right I have to receive money from you. "Right to receive money from you" means; (a) Any deposit account balance I have with you; (b) Any money owed to me on an item presented to you or in your possession for collection or exchange; and (c) Any copurchase agreement or other nondeposit obligation. "Any amount due and payable under this note" means the total amount of which you are entitled to demand payment under the terms of this note at the time you set off. This total includes any balance the due date for which you properly accelerate under this note. If my right to receive money from you is also owned by someone who has not agreed to pay this note, your right of set-off will apply to my interest in the obligation and to any other amounts I could withdraw on my sole request or endorsement. Your right of set-off does not apply to an account or other obligation where my rights arise only in a representative capacity. It also does not apply to any Individual Retirement Account or other tax-deferred retirement account. You will not be liable for the dishonor of any check when the dishonor occurs because you set off this debt against any of my accounts. I agree to hold you harmless from any such claims arising as a result of your exercise of your right of set-off. OTHER SECURITY - Any present or future agreement securing any other debt I owe you also will secure the payment of this loan. Property securing another debt will not secure this loan if such property is my principal dwelling and you fail to provide any required notice or right of rescission. Also, property securing another debt will not secure this loan to the extent such property is in household goods. OBLIGATIONS INDEPENDENT - I understand that my obligation to pay this loan is independent of the obligation of any other person who has also agreed to pay it. You may, without notice, release me or any of us, give up any right you have against any of us, extend new credit to any of us, or renew or change this note one or more times and for any term, and I will still be obligated to pay this loan. You may, without notice, fail to perfect your security interest in, impair, or release any security and I will still be obligated to pay this loan. WAIVER - I waive (to the extent permitted by law) demand, presentment, protest, notice of dishonor and notice of protest. PRIVACY - I agree that from time to time you may receive credit information about me from others, including other lenders and credit reporting agencies. I agree that you may furnish on a regular basis credit and experience information regarding my loan to others seeking such information. To the extent permitted by law, I agree that you will not be liable for any claim arising from the use of information provided to you by others or for providing such information to others. FINANCIAL STATEMENTS - I will give you any financial statements or information that you feel is necessary. All financial statements and information I give you will be correct and complete. PURCHASE MONEY LOAN - If this is a Purchase Money Loan, you may include the name of the seller on the check or draft for this loan. SECURED OBLIGATIONS - This security agreement secures this loan (including all extensions, renewals, refinancings and modifications) and any other debt I have with you nor or later. Property described in this security agreement will not secure other such debts if you fail to give any required notice of the right of rescission with respect to the Property. Also, this security agreement will not secure other debts if this security interest is in household goods and the other debt is a consumer loan. This security agreement will last until it is discharged in writing. For the sale purpose or determining the extent of a purchase money security interest arising under this security agreement: (a) Payments on any nonpurchase money loan also secured by this agreement will not be deemed to apply to the Purchase Money Loan; and (b) Payments on the Purchase Money Loan will be deemed to apply first to the nonpurchase money portion of the loan, if any, and then to the purchase money obligations in the order in which the items were acquired. No security interest will be terminated by application of this formula. "Purchase Money Loan" means any loan the proceeds of which, in whole or in part, are used to acquire any property securing the loan and all extensions, renewals, consolidations and refinancings of such loan. PROPERTY - The word "Property," as used here, includes all property that is listed in the security agreement on page 1. If a general description is used, the word Property includes all my property fitting the general description. Property also means all benefits that arise from the described Property (including all proceeds, insurance benefits, payments from others, interest, dividends, stock splits and voting rights). It also means property that now or later is attached to, is a part of, or results from the Property. OWNERSHIP AND DUTIES TOWARD PROPERTY - Unless a co-owner(s) of the Property signed a third party agreement, I represent that I own all the Property. I will defend the Property against any other claim. I agree to do whatever you require to perfect your interest and keep your priority. I will not do anything to harm your position. I will keep the Property in my possession (except if pledged and delivered to you). I will keep it in good repair and use it only for its intended purposes. I will keep it at my address unless we agree otherwise in writing. I will not try to sell or transfer the Property, or permit the Property to become attached to any real estate, without your written consent. I will pay all taxes and charges on the Property as they become due. I will inform you of any loss or damage to the Property. You have the right of reasonable access in order to inspect the Property. If the Property is a motor vehicle, I represent that it is not a vehicle seized pursuant to any federal, state or local forfeiture law. INSURANCE - I agree to buy insurance on the Property against the risks and for the amounts you require. I will name you as loss payee on any such policy. You may require added security on this loan if you agree that insurance proceeds may be used to repair or replace the Property. I agree that if the insurance proceeds not do cover the amounts I still owe you, I will pay the difference. I will buy the insurance from a firm authorized to do business in Ohio. The firm will be reasonably acceptable to you. I will keep the insurance until all debts secured by this agreement are paid. DEFAULT AND REMEDIES - If I am in default, in addition to the remedies listed in the note portion of this document and subject to any of the limitations in the "REAL ESTATE OR RESIDENCE SECURITY" paragraph, you may (after giving notice and waiting a period of time, if required by law): (a) Pay taxes or other charges, or purchase any required insurance. If I fail to do these things (but you are not required to do so), you may add the amount you pay to this loan and accrue interest on that amount at the interest rate(s) in effect from time to time, on this note until paid full; (b) Require me to gather the Property and any related records and make it available to you in reasonable fashion; (c) Take immediate possession of the Property, but in doing so you may not breach the peace and unlawfully enter onto my premises. You may sell, lease or dispose of the Property as provided by law. (If the Property includes a manufactured home, you will begin the repossession by giving me notice and any opportunity to cure my default, as required by law.) You may apply what you receive from the sale of the Property to your expenses, and then to the debt. If what you receive from the sale of the Property is less than what I owe you, you may take me to court to recover the difference (to the extent permitted by law); and (d) Keep the Property to satisfy the debt. I agree that when you must give notice to me of your intended sale or disposition of the Property, the notice is reasonable if it is sent to me at my last known address by first class mail 10 days before the intended sale or disposition. I agree to inform you in writing of any change in my address. FILING - A copy of this security agreement may be used as a financing statement when allowed by law. ASSUMPTIONS - This security agreement and any loan it secures cannot be assumed by someone buying the Property from me. This will be true unless you agree in writing to the contrary. Without such an agreement, if I try to transfer any interest in the Property, I will be in default on all obligations that are secured by this security agreement. THIRD PARTY AGREEMENT For the purpose of the provisions within this enclosure "I," "me" or "my" means the person signing below and "you" means the Lender identified on page 1. I agree to give you a security interest in the Property that is described on page 1. I agree to the terms of this note and security agreement but I am in no way personally liable for payment of the debt. This means that if the Borrower defaults, my interest in the Property may be used to satisfy the Borrower's debt. I agree that you may, without releasing me of the Property from this Third Party Agreement and without notice of demand upon me, extend new credit to any Borrower, renew or change this note or security agreement one or more times and for any term, or fail to perfect your security interest in, impair, or release any security (including guaranties) for the obligations of any Borrower. I HAVE RECEIVED A COMPLETE COPY OF THIS NOTE AND SECURITY AGREEMENT. NAME: --------------------------------------------------------------------------- X ------------------------------------------------------------------------------- NOTICE TO COSIGNER You (the cosigner) are being asked to guaranty this debt. Think carefully before you do. If the borrower doesn't pay the debt, you will have to. Be sure you can afford to pay if you have to, and that you want to accept this responsibility. You may have to pay up to the full amount of the debt if the borrower does not pay. You also may have to pay late fees or collection costs, which increase this amount. The creditor can collect this debt from you without first trying to collect from the borrower. The creditor can use the same collection methods against you that can be used against the borrower, such as suing you, garnishing your wages, etc. If this debt is ever in default, that fact may become part of your credit record. This notice is not the contract that makes you liable for the debt. SIGNATURES - I AGREE TO THE TERMS SET OUT ON PAGES 1, 2 AND 3 OF THIS AGREEMENT. I HAVE RECEIVED A COPY OF THIS DOCUMENT ON TODAY'S DATE. COSIGNERS - SEE NOTICE ABOVE BEFORE SIGNING. Signed: For Lender ------------------------------------- Title: PRESIDENT AND CEO Signature X Signature -------------------------- -------------------------- DAVID BARBOUR Signature X Signature -------------------------- -------------------------- STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED, DAVID B. BARBOUR hereby sell, assign and transfer unto LAWRENCE FEDERAL SAVINGS BANK __________ (______) Shares of the COMMON Capital Stock of the CLASSIC BANCSHARES, INC. standing in DAVID B. BARBOUR'S name on the books of said CORPORATION represented by Certificate No. _________ herewith and do hereby irrevocably constitute and appoint ____________________ attorney to transfer the said stock on the books of the within named Company with full power of substitution in the premises Dated: FEBRUARY 26, 2003 IN PRESENCE OF X David B. Barbour ------------------------------------------- DAVID B. BARBOUR X /s/ Mark R. Potter -------------------------------- MARK R. POTTER X /s/ Jack L. Blair SIGNATURE GUARANTEED -------------------------------- JACK L. BLAIR By: ----------------------------------------- AUTHORIZED SIGNATURE By: ----------------------------------------- AUTHORIZED SIGNATURE
DAVID B. BARBOUR LAWRENCE FEDERAL SAVINGS This agreement C/O CLASSIC BANK 311 SOUTH 5TH ST. relates to P.O. BOX 1527 IRONTON, OH 45638 LOAN NUMBER 01-0600476-2 ASHLAND, KY 41105-1527 ORIGINALLY DATED DECEMBER. 28, 2001 - ---------------------- "I" means the BORROWER(S) names above "You" means the LENDER named above. THIS AGREEMENT DATED FEB. 26, 2003
Definitions: As used in this agreement, the term "I" means the Borrower(s) named above; "You" means the Lender named above; "Original Obligation" means my previous agreement to pay you money (referred to above by Loan Number and original date), and any related agreements such as a security agreement. Extension Agreement: You and I have entered into an original obligation which is a OBLIGATION TO PAY YOU MONEY. By entering into this agreement, we are extending the due date(s) of 1 payments of the original obligation.
(a) $ 24,253.56 originally DECEMBER 31, 2002 (a) DECEMBER 31, 2003 $25,225.70 ------------- due ----------------- ----------------------------------- (b) $_________ originally __________________ (b) __________________ $_____________ due (c) $_________ originally __________________ (c) __________________ $_____________ due (d) $_________ originally __________________ (d) __________________ $_____________ due Cost: For this extension, I agree to pay you the fees and/or additional interest as indicated below: /_/ A total fee of $________________________ /X/ Simple Interest, on the unpaid balances of principal Upon prepayment of the entire outstanding balance of this remaining from time to time at the rate of 4.250$ per year obligation; from FEB. 26, 2003 until PAID IN FULL. This interest rate /_/ a portion of this fee may be refunded, as provided by law. is THE SAME AS the rate previously in effect on this /_/ this fee will not be refunded. obligation.
ADDITIONAL TERMS This agreement does not in any way, satisfy or cancel the original obligation. Except as specifically amended by this agreement, all other terms of the original obligation remain in effect. This means and includes, but is not limited to: (1) Property which secures the original obligation will continue to secure my total responsibility to pay you as amended by this agreement. (2) All parties who have a responsibility to pay you in any way the original obligation (including any co-makers, endorsers and guarantors are made responsible for the total amount I owe you as amended by this agreement. If you require the consent to this extension by any additional party, I agree to obtain such consent, and this extension agreement will not be effective if the consent is not obtained. (3) Any post-maturity interest rate provided for in the original obligation (except as specifically contracted for here) shall now begin to apply after the last scheduled payment of the original obligation as amended by this agreement. (4) You will not be responsible to further extend the payments affected by this agreement or any other scheduled payments. All other scheduled payments not affected by this agreement shall remain due as previously scheduled. (5) All provisions for default, remedies, attorneys' fees (if any) etc. remain in effect. (6) My responsibility (if any) to provide insurance on the property which secures the original obligation (if any) shall remain in effect. However, the term of such insurance policy will not be extended to cover any additional term resulting from this agreement unless contracted for and any additional premiums paid. (7) The term of any Credit Life and/or Disability Insurance coverages purchased in connection with the original obligation will not be extended for the additional term provided for in this agreement unless contracted for and any additional premium is paid. SIGNATURE OF AUTHORIZED REPRESENTATIVE SIGNATURE FOR BORROWERS - BY SIGNING OF LENDER BELOW, I AGREE TO THE EXTENSION. I HAVE RECEIVED A COPY OF THIS AGREEMENT ON TODAY'S DATE. /s/ David B. Barbour ------------------------------------ DAVID B. BARBOUR /s/ Jack L. Blair - -------------------------------------- JACK L. BLAIR -----END PRIVACY-ENHANCED MESSAGE-----