**Exhibit10.(i)**

 

**AMENDMENTTO LOAN DOCUMENTS**

 

**THIS AMENDMENT TO LOAN DOCUMENTS**(this **“Amendment”**)****is made as of **JUNE 29,****2010,**byand between **FREDERICK****COUNTY****BANCORP, INC.,**a Maryland corporation (the **“Borrower”**)**,**and**ATLANTIC CENTRAL BANKERS BANK** (the **“Lender”**).

 

**BACKGROUND**

 

A.        On July 22, 2009, the Borrowerexecuted and delivered to Lender, inter alia, a Promissory Note and SecurityAgreement (the “Note”) evidencing a loan in the principal sum of Four Millionand No/100 Dollars ($4,000,000) (the “Loan”) and that certain commitment letterdated July 20, 2009(the “Commitment Letter”), as may be amended from timeto time and other documents described in or accompanying the Note, including,any pledge agreements, collateral assignments, and other agreements, instruments,certificates (collectively as amended from time to time, the “Loan Documents”)which evidence or secure some or all of the Borrower’s obligations to theLender for one or more loans or other extensions of credit (the “Obligations”).

 

B.         The outstanding principal balance ofthe Loan as of June 29, 2010 is Five Hundred Thousand and No/100 Dollars($500,000.00).

 

C.         The Borrower and the Lender desire toamend the Loan Documents as provided for in this Amendment.

 

**NOW,THEREFORE,**in consideration of the mutual covenants hereincontained and intending to be legally bound hereby, the parties hereto agree asfollows:

 

1.     The Loan Documents are hereby amended such that:

 

(a)          the maturitydate shall be extended to July 22, 2011 (the “Maturity Date”);

 

(b)         the interestrate shall remain floating at Wall Street Journal Prime ***plus*****0.50%,subject to an interest rate floor of 4.25%;

 

(c)          in conjunctionwith the extension of the Maturity Date, Borrower shall remit a renewal fee inthe amount of Eight Thousand and NO/100 Dollars ($8,000.00);

 

(d)         the Borrowerwill pay to the Lender, monthly payments of interest only, with all thenoutstanding principal, accrued but unpaid interest and any other sums due andpayable under the Loan Documents, due and payable in full on the Maturity Date;

 

(e)          the Borrower isnot in default under any material existing agreement, and no Default hereunderhas occurred and is continuing;

 

(f)            the Borrowerand the Bank have filed or caused to be filed all tax returns (including,without limitation, those relating to Federal and state income taxes) requiredto be filed and has paid all taxes shown to be due and payable on said returnsor on any assessments made against either of them (other than those beingcontested in good faith by appropriate proceedings for which adequate reserveshave been provided on its books). No tax liens have been filed against theproperty or assets of the Borrower or the Bank, and no claims are beingasserted with respect to such taxes which, if adversely determined, would havea material adverse effect upon the financial condition, business or operationsof the Borrower or the Bank;

 

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(g)         all balancesheets, profit and loss statements, and other financial statements of theBorrower and the Bank which have heretofore been delivered to Lender are trueand correct and present fairly, accurately and completely the consolidatedfinancial position of the Borrower and the Bank and the results of theirrespective operations as of the dates and for the periods for which the sameare furnished. All such financial statements have been prepared in accordancewith GAAP applied on a consistent basis. Neither the Borrower nor anySubsidiary possesses any “loss contingency” (as that term is defined inFinancial Accounting Standards Board, Statement of Financial AccountingStandards No. 5 - “SFAS 5”) which is required to be accrued, reflected, orreserved against in its balance sheet or disclosed in the footnotes to suchbalance sheet and which is not so accrued, reflected or reserved against or sodisclosed. There has been no material adverse change in the business,properties, operations or condition (financial or otherwise) of the Borrower orthe Bank since the date of the financial statements which were most recentlyfurnished by the Borrower to Lender. No event has occurred which couldreasonably be expected to interfere substantially with the normal businessoperations of the Borrower, except as disclosed in writing to Lender heretoforeor concurrently herewith;

 

(h)         the proceeds ofthe Loan shall be used by the Borrower solely to make loans or capitalcontributions to the Bank to enable the Bank to maintain strong capital ratiosand to leverage its balance sheet by making loans and investments, and forgeneral corporate purposes;

 

(i)             all operationsof the Borrower and the Bank have been carried on in accordance in all materialrespects with all applicable laws, statutes, ordinances, rules andregulations. No investigation by any governmental authority, federal, state orlocal, is pending or threatened against Borrower or the Bank;

 

(j)             the Borrowershall not merge or consolidate with or acquire all or substantially all of theassets or operations of any financial institution whose deposits are insured bythe FDIC. The Borrower shall not acquire securities of any financialinstitution that have the right to cast more than 20% of all of the votesentitled to be cast for the election of directors of that financialinstitution. In addition, the Borrow shall not acquire or enter into anybusiness or line of business that the Borrower in not engaged in at the ClosingDate;

 

(k)          any and allreferences to the Note or Commitment Letter in any other Loan Document shall bedeemed to refer to the Note and Commitment Letter as amended by this Amendment.This Amendment is deemed incorporated into each of the Loan Documents.

 

Any initially capitalizedterms used in this Amendment without definition shall have the meaningsassigned to those terms in the Loan Documents. To the extent that any term orprovision of this Amendment is or may be inconsistent with any term orprovision in any Loan Document, the terms and provisions of this Amendmentshall control.

 

2.             The Borrower hereby certifies that: (a) all of itsrepresentations and warranties in the Loan Documents, as amended by thisAmendment, are, except as may otherwise be stated in this Amendment: (i) trueand correct as of the date of this Amendment, (ii) ratified and confirmedwithout condition as if made anew, and (iii) incorporated into thisAmendment by reference, (b) no Event of Default or event which, with thepassage of time or the giving of notice or both, would constitute an Event ofDefault, exists under any Loan Document which will not be cured by theexecution and effectiveness of this Amendment, (c) no consent, approval,order or authorization of, or registration or filing with, any third party isrequired in connection with the execution, delivery and carrying out of thisAmendment or, if required, has been obtained, and (d) this Amendment hasbeen duly authorized, executed and delivered so that it constitutes the legal,valid and binding obligation of the Borrower, enforceable in accordance

 

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with its terms. The Borrowerconfirms that the Obligations remain outstanding without defense, set off,counterclaim, discount or charge of any kind as of the date of this Amendment.

 

3.      The Borrower hereby confirms that anycollateral for the Obligations, including liens, security interests, mortgages,and pledges granted by the Borrower or third parties (if applicable), shallcontinue unimpaired and in full force and effect, and shall cover and secureall of the Borrower’s existing and future Obligations to the Bank, as modifiedby this Amendment.

 

4.            This Amendment may be signed in anynumber of counterpart copies and by the parties to this Amendment on separatecounterparts, but all such copies shall constitute one and the same instrument.Delivery of an executed counterpart of a signature page to this Amendmentby facsimile transmission shall be effective as delivery of a manually executedcounterpart. Any party so executing this Amendment by facsimile transmissionshall promptly deliver a manually executed counterpart, provided that any failureto do so shall not affect the validity of the counterpart executed by facsimiletransmission.

 

5.            This Amendment will be binding uponand inure to the benefit of the Borrower and the Lender and its respectiveheirs, executors, administrators, successors and assigns.

 

6.            This Amendment has been delivered toand accepted by the Lender and will be deemed to be made in the State where theLender’s office indicated in the Loan Documents is located. This Amendment willbe interpreted and the rights and liabilities of the parties hereto determinedin accordance with the laws of the State where the Lender’s office indicated inthe Loan Documents is located, excluding its conflict of laws rules.

 

7.       Except as amended hereby, the terms andprovisions of the Loan Documents remain unchanged, are and shall remain in fullforce and effect unless and until modified or amended in writing in accordancewith their terms, and are hereby ratified and confirmed. Except as expresslyprovided herein, this Amendment shall not constitute an amendment, waiver,consent or release with respect to any provision of any Loan Document, a waiverof any default or Event of Default under any Loan Document, or a waiver orrelease of any of the Bank’s rights and remedies (all of which are hereby reserved).**The Borrower expressly ratifies and confirmsthe confession of judgment (if applicable) and waiver of jury trial provisionscontained in the Loan Documents.**

 

**WITNESS**the due execution of thisAmendment as a document under seal as of the date first written above.

 
|   | **FREDERICK  COUNTY BANCORP, INC.**                 |
|--------|----------------------------------------------------------|
|   |                                                     |
|   | By:                                                      | /s/ William  R.Talley, Jr. |
|   | William R.Talley, Jr.                               |
|   | EVP, CFO                                                 |
|   |                                                     |
|   | **ATLANTIC  CENTRAL BANKERS BANK**                       |
|   |                                                     |
|   | By:                                                      | /s/ Bernadette M. Kibe |
|   | Bernadette M. Kibe                                       |
|   | AVP, Financial Institution  and De Novo Banking Services |

 

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| STATE OF  | Maryland                    |   | : |
|-----------|-----------------------------|--------|---|
|      |  :   ss |   |
| COUNTY OF | Frederick                   |   | : |
|           |                             |        |   |  |

 

On this, the 7 day of July,2010 before me, the subscriber, a Notary Public in and for the State and Countyaforesaid, personally appeared William R. Talley, Jr., who acknowledgedhimself to be the EVP, CFO, of Frederick County Bancorp, Inc. that he assuch officer, being authorized to do so, executed the foregoing Amendment toLoan Documents on behalf of said state association for the purposes thereincontained.

 

WITNESS my hand and seal theday and year aforesaid.

 

[SEAL]

 
|   | /s/ Gloria Jean Poole                |
|--------|--------------------------------------|
|   | Notary  Public                       |
|   |                                 |
|   | My  Commission Expires: Sept 1, 2010 |

 

 
| COMMONWEALTH OF  PENNSYLVANIA |   | :                  |
|-------------------------------|--------|--------------------|
|                          | : ss   | [SEAL]   |
| COUNTY OF CUMBERLAND          |   | :                  |

 

On this, the 12th day of July, 2010, before me, the subscriber,a Notary Public in and for the Commonwealth and County aforesaid, personallyappeared Bernadette M. Kibe, AVP, Financial Institution and De Novo BankingServices of Atlantic Central Bankers Bank, a state banking institution and whoacknowledged that she as such officer, being authorized to do so, executed theforegoing Amendment to Loan Documents on behalf of said state bankinginstitution for the purposes therein contained.

 

WITNESS my hand and seal theday and year aforesaid.

 

[SEAL]

 
|   | /s/ Jody L. Diehl       |
|--------|-------------------------|
|   | Notary  Public          |
|   |                    |
|   | My  Commission Expires: |

 
| **COMMONWEALTH OF PENNSYLVANIA**                 | ** ** |
|--------------------------------------------------|------------|
| **Notarial Seal**                                | ** ** |
| **Jody L. Diehl, Notary Public**                 | ** ** |
| **Camp Hill Bora, Cumberland County**            | ** ** |
| **My Commission Expires July 10, 2013**     |       |
| **Member, Pennsylvania Association of Notaries** |       |

 

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**REVOLVING LINE OF CREDIT PROMISSORY NOTE AND SECURITYAGREEMENT**

**(UNSECURED)**

 
| Borrower: | Frederick County  Bancorp, Inc. | Lender: | Atlantic Central Bankers  Bank |
|-----------|--------------------------------------|---------|--------------------------------|
|      | PO Box 1100                          |    | 1400 Market Street             |
|      | Frederick, MD 21702                  |    | P.O. Box 1109             |
|      |                                 |    | Camp Hill, PA 17001-1109       |

 
| **PRINCIPAL  AMOUNT:**$4,000,000.00 | **DATE OF NOTE:**July 22, 2009 |
|-------------------------------------|-------------------------------------|

 

**PROMISE TOPAY.**For value received, Frederick County Bancorp, Inc. (“Borrower”), aMaryland corporation organized as the holding company of Frederick County Bank(the “Bank”), hereby agrees to pay to Atlantic Central Bankers Bank, a statebanking institution chartered in the Commonwealth of Pennsylvania, (“Lender”)the sum of Four Million and No/100 Dollars ($4,000,000.00), or so much of theprincipal as may be outstanding, together with interest on the outstandingprincipal balance of each advance made by Lender under this Revolving Line ofCredit Promissory Note and Security Agreement (Unsecured) (“Note”) at the rateset forth in this Note from the date of each advance by Lender under this Noteuntil the principal balance of each advance under this Note is paid in full.

 

1.     **INTEREST.**The interest rate on the principal of this Note issubject to change from time to time based on changes in the Index set forth inthis Note. The interest rate on the Loan may or may not be the lowest rateavailable at any given time by Lender to its customers. Borrower understandsthat Lender may make other similar loans to other customers at interest ratesdifferent than the interest rate provided for in this Note. The interest rateis a variable interest rate equal to the sum of: New York Wall Street JournalPrime Rate (the “Index”) plus one half of one percent (0.50%), subject to afloor of four and one-quarter of one percent (4.25%). Under no circumstanceswill the interest rate on this Note exceed the maximum interest permitted underthe laws of the Commonwealth of Pennsylvania. The interest rate will becomputed on a year consisting of 360 days with interest charged and billedbased on the actual number of days elapsed. Under no circumstances will theinterest rate on this Note exceed the maximum interest permitted under the lawsof the Commonwealth of Pennsylvania.

 

2.     **PAYMENT.**Borrower will pay this Loan in one payment of alloutstanding principal plus all accrued unpaid interest on July 22, 2010. Inaddition, Borrower will pay regular monthly payments of all accrued unpaidinterest due as of each payment date, beginning September 1, 2009, withall subsequent interest payments to be due on the same day of each monththereafter. Unless otherwise agreed or required by applicable law, paymentswill be applied first to accrued unpaid interest, then to principal and anyremaining amount to any unpaid collection costs and late charges. The annualinterest rate for this Note is computed on a 365/360 basis; that is, byapplying the ratio of the annual interest rate over a year of 360 days,multiplied by the outstanding principal balance, multiplied by the actualnumber of days the principal balance is outstanding. Borrower will pay Lenderat Lender’s address shown above or at such other place as Lender may designatein writing.

 

3.     **PREPAYMENT PENALTY.**Borrower may at any time prepay any partor the entire principal due under this Note without any premium or penalty. Anyprepayments shall first be applied to interest, late charges and costs, if any,and then to principal.

 

4.     **LATE CHARGE.**If any payment to be made under this Note,including any balloon payment, is fifteen (15) or more days late, a late chargewill be automatically assessed on the sixteenth day. The late charge will bethe greater of $25.00 or 5% of the payment not made.

 

5.     **REPRESENTATIONS AND WARRANTIES.**Borrower represents andwarrants to the best of its knowledge, information and belief as follows:

 

5.1**Judgments.**There are no judgments,injunction or similar order or decrees outstanding against Borrower and thereare no claims, actions, suits or proceedings pending or, to the knowledge ofBorrower, threatened against or affecting Borrower or its properties which, ifdetermined adversary to Borrower, could result in

 

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any material adverse changein Borrower’s financial condition, property or ability to perform itsobligations under this Note and other agreements, and Borrower is not, to itsknowledge, in violation of or default under any judgment, order, writ,injunction, decree, rule or regulation of any court or governmentalagency.

 

5.2        **FinancialStatements.**The Borrower will furnish to Lender

 

a.     as soon as available, butin any event not later than 90 days after the close of each fiscal year of theBorrower, the annual audit report of the Borrower containing a consolidatedbalance sheet of the Borrower and its Subsidiaries as of the end of such fiscalyear and related consolidated statements of income, cash flow, and changes inshareholders’ equity of the Borrower and its Subsidiaries for such fiscal year,all in reasonable detail, prepared in accordance with GAAP applied on aconsistent basis, and certified without exception or qualification byindependent certified public accountants selected by the Borrower andsatisfactory to Lender;

 

b.    as soon as available, but inany event not later than 30 days after the close of each quarter of each fiscalyear of the Borrower, a consolidated balance sheet of the Borrower and itsSubsidiaries as at the end of such quarterly period and related consolidatedstatement of income for such quarterly period and for the period from thebeginning of the current fiscal year to the end of such quarterly period,prepared in accordance with GAAP applied on a consistent basis (excludingdisclosures in footnotes), and certified by the principal financial or accountingofficer of the Borrower (subject to normal year-end adjustments);

 

c.     concurrently with thedelivery of the financial statements referred to in clause (a) above, acertificate of the officer who certified such statements, setting forth theBank’s (i) total risk-based capital ratio, (ii) Tier 1 risk-based capitalratio, and (iii) Tier 1 leverage ratio, computed in accordance with theregulations and policies of the Federal Reserve; and

 

d.    from time to time, suchadditional financial and other information as Lender may reasonably request.

 

5.3        **Capital.**The Borrower will cause the Bankat all times to be “well capitalized” as determined in accordance with theregulations of the Federal Reserve. The Borrower will also cause the Bank to (i) havetotal risk-based capital of at least 10% at all times, (ii) to have a Tier1 risk-based capital ratio of at least 6.0% at all times, and (iii) tohave a Tier 1 leverage ratio of at least 5.0% at all times

 

5.4        **Notice of Regulatory Action.**The Borrowershall promptly notify the Lender of any action or proposed action taken by anyfederal or state bank regulatory agency with respect to the Borrower, the Bankor any of its directors or officers, including without limitation any cease anddesist order, civil monetary penalty, memorandum of understanding, or consentagreement.

 

6.     **INTEREST AFTER DEFAULT.**Upon default, including failure to payupon final maturity, Lender, at its option, may, if permitted under applicablelaw, increase the variable interest rate on this Note to five percentage points(5%) over the Index. The interest rate will not exceed the maximum ratepermitted by applicable law. If judgment is entered in connection with thisNote, interest will continue to accrue on this Note after judgment at theinterest rate applicable to this Note at the time judgment is entered.

 

7.     **DEFAULT.**A default under this Note shall be defined to include one, several or all ofthe following (“Events of Default”):

 

7.1         **Payment Default.**If the Borrower fails tomake any payment of principal and/or interest when due under this Note.

 

7.2         **Enforcement Action.**The Borrower, the Bankor any of its directors or officers shall have agreed to, entered into orbecome subject to any cease or desist order, or memorandum of understandingwith any federal or state bank regulatory authority having jurisdiction withrespect to the Bank or the Borrower, including without limitation the FederalDeposit Insurance Corporation, with respect to the financial condition oroperations of the Bank or the Borrower.

 

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7.3**         Other Defaults.**If the Borrowerfails to: (a) comply with or to perform any other term, obligation,covenant, commitment or condition contained in this Note or in any documentsexecuted by Borrower in connection with this Note or in connection with theLoan evidenced by this Note; or (b) fails to comply with or perform anyterm, obligation, covenant, commitment or condition contained in any otheragreement between Borrower and Lender.

 

7.4         **Defaultin Favor of Third Parties.**Borrower or any grantor defaults underany loan, extension of credit, security agreement, purchase or sales agreement,or any other agreement, in favor of any other creditor or person that maymaterially affect any of Borrower’s property or Borrower’s ability to repaythis Note or perform Borrower’s obligations under this Note or any of therelated documents.

 

7.5         **FalseStatements.**If any warranty, representation or statement made,furnished or extended by Borrower, or on behalf of Borrower, to Lender setforth in this Note or in any documents executed by and/or delivered by Borrowerto Lender in connection with this Note or in connection with the Loan evidencedby this Note: (a) is untrue, false and/or misleading in any materialrespect at the time the warranty, representation or statement is made; or (b) subsequentlybecomes untrue, false and/or misleading in any material respect.

 

7.6         **Deathor Insolvency.**If the Borrower is an individual: (a) the deathof the Borrower or (b) the filing by or against Borrower of any federalbankruptcy proceeding. If the Borrower is a general, limited or limitedliability partnership, a corporation or a limited liability company: (a) thedissolution, whether voluntary or involuntary, of Borrower, (b) thecessation of Borrower’s business, (c) the appointment of a receiver forBorrower or any of Borrower’s assets, (d) the assignment by Borrower ofBorrower’s assets for the benefit of creditors, (e) the filing of anydissolution, whether voluntary or involuntary, receivership, winding up orliquidation proceedings by or against Borrower and/or (f) the filing by oragainst Borrower of any federal and/or state insolvency and/or bankruptcyproceeding.

 

7.7         **Creditoror Forfeiture Proceedings.**Commencement of foreclosure or forfeitureproceedings, whether by judicial proceeding, self-help, repossession or anyother method, by any creditor of Borrower or by any governmental agency againstany collateral securing the loan. This includes a garnishment of any ofBorrower’s accounts, including deposit accounts, with Lender. However, thisEvent of Default shall not apply if there is a good faith dispute by Borroweras to the validity or reasonableness of the claim which is the basis of thecreditor or forfeiture proceeding and if Borrower gives Lender written noticeof the creditor or forfeiture proceeding and deposits with Lender monies or asurety bond for the creditor or forfeiture proceeding, in an amount determinedby Lender, in its sole discretion, as being an adequate reserve or bond for thedispute.

 

7.8      **EventsAffecting Guarantor.**Intentionally omitted.

 

7.9      **Change in Ownership.**Any change inownership interest of twenty-five percent (25%) or more of the common stock ofBorrower.

 

7.10    **Adverse Change.**If there is a material adverse change in thefinancial condition of Borrower of this Note or a change in the value and/orcondition of any assets of borrower pledged to Lender to secure this Note,which in the sole discretion of Lender, Lender determines to reasonably impairthe prospect of payment in full of this Note.

 

7.11    **Loan toValue & Margin Requirement.**Intentionally omitted.

 

7.12    **Insecurity.**Lender in good faith believes itself insecure.

 

7.13    **Entry of Judgment.**Entry of any judgment against Borrower anda determination by Lender that the same, when taken together with all otherjudgments outstanding against Borrower, could result in any material adversechange in Borrower’s financial condition, property or ability to pay andperform its obligations to Lender, unless such judgment shall have beendischarged or execution thereof stay within thirty (30) days after entrythereof or discharged within thirty (30) days after the expiration of any suchstay.

 

**8.**    **CONFESSIONOF JUDGMENT.**Intentionally omitted.

 

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**9.      LENDERS RIGHTS.**Upon a default,and without the need for Lender to issue any notice to or demand upon Borrower,except as may be required by law: (1) the entire amount of unpaidprincipal and all accrued and unpaid interest, as well as all late charges andcosts, if any, shall be immediately due and payable in full, thus abrogatingany amortization provisions set forth in Paragraph 2 of this Note; (2) theinterest rate on the unpaid principal shall be automatically increased by 3.00percentage points above the interest rate in effect on the date of default; and(3) Lender may exercise any and all rights and remedies available toLender under the statutes and Rules of Civil Procedure of the Commonwealthof Pennsylvania and as provided for in this Note. All remedies available toLender are cumulative. Lender is under no obligation to proceed first againstany collateral described in Paragraph 10 of this Note prior to proceedingagainst Borrower or any assets of Borrower not pledged by Lender.

 

10.    **RIGHT OFSET OFF.**Borrower grants to Lender a contractual security interestin, and hereby assigns, conveys, delivers, pledges and transfers to Lender allof Borrower’s right, title and interest in and to all of Borrower’s present andfuture accounts, funds and assets of Borrower in possession of Lender, exceptany trust accounts or funds or assets which Lender holds as a fiduciary, tosecure this Note. Borrower hereby authorizes and empowers Lender, to the extentpermitted by law and by this Note, to charge or setoff all sums owing on thisNote against any and all such accounts, funds and assets, and, at Lender’soption, to administratively freeze all such accounts to allow Lender to protectLender’s charge and setoff rights provided for in this paragraph.

 

11.    **CROSSDEFAULT.**A default under this Note is a default under all presentand future obligations, agreements, instruments and commitments of Borrower toLender.

 

12.    **COLLATERAL.**Intentionally omitted.

 

13.    **CROSSCOLLATERAL.**Intentionally omitted.

 

14.    **LOAN TOVALUE RATIO.**Intentionally omitted.

 

15.    **INTEREST RATE ON JUDGMENT.**The interestrate on any judgment entered on this Note by confession or otherwise shall bethe default rate as defined in Paragraph 6 provided for in this Note, which isin effect as of the date of judgment.

 

16.    **JURISDICTIONAND VENUE. Borrower acknowledges that this Note was executed and delivered toLender and accepted by Lender at Lender’s office in Camp Hill, Pennsylvania. Ifthere is a lawsuit arising directly or indirectly out of or based directly or indirectlyon this Note or the Loan by Lender to Borrower evidenced by this Note, Borroweragrees that the exclusive and sole jurisdiction and venue for any lawsuitinvolving Borrower, whether as plaintiff or defendant, shall reside either inthe Court of Common Pleas of Cumberland County, Pennsylvania or the UnitedStates District Court for the Middle District of Pennsylvania. This Note shallbe construed and interpreted under the laws of the Commonwealth ofPennsylvania.**

 

17.    **WAIVER OF JURY TRIAL. Borrower knowingly andintelligently waives any trial by jury with regards to any lawsuit arisingdirectly or indirectly out of or based directly or indirectly on this Note orthe Loan by Lender to Borrower evidenced by this Note, whether the lawsuitinvolves Borrower as a defendant or plaintiff.**

 

18.    **COUNSELFEES AND COSTS.**Borrower agrees to pay upon demand all of Lender’scosts and expenses, including attorneys’ fees and Lender’s legal expenses,incurred in connection with the enforcement of this Note and all documentsexecuted by Borrower in connection with the Loan evidenced by this Note. Lendermay pay someone else to help enforce this Note and all documents andinstruments executed by Borrower in connection with the Loan evidenced by thisNote and Borrower shall pay the costs and expenses of such enforcement. Costsand expenses include Lender’s attorneys’ fees and legal expenses, whether ornot there is a lawsuit, and attorneys’ fees and legal expenses for anybankruptcy proceedings (including efforts to modify or vacate any automaticstay or injunction), appeals, and any anticipated post-judgment or post-appealcollection services. Borrower also shall pay all court costs and suchadditional fees as may be directed by the court.

 

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19.**    DISHONOREDITEM FEE.**Borrower will pay a fee to Lender of $30.00 ifBorrower makes a payment on Borrower’s loan and the check or preauthorizedcharge with which Borrower pays is later dishonored.

 

20.    **NATURE OFLOAN.**The obligation evidenced by this Note does not represent orevidence a “consumer credit transaction” as that term is defined in Rule 2950of Pennsylvania Rules of Civil Procedure but rather a business lendingtransaction.

 

21.    **WAIVERS.Borrower hereby waives all notices with regards to this Note, including but notlimited to presentment, demand for payment, protest, notice of dishonor and/orany notices relating to commercial paper under Article 3 of the UniformCommercial Code, as enacted in the Commonwealth of Pennsylvania. Additionally,Borrower waives any and all notices required under Article 8 and/or Article 9of the Uniform Commercial Code with regards to the collateral described inParagraph 12 hereof, and/or disposition of the collateral described inParagraph 12 hereof. Borrower hereby waives the equitable and legal doctrinesof election of remedies and marshalling of assets.**

 

22.**    MISCELLANEOUS PROVISIONS. The failure ofLender to enforce any right under this Note or under any documents executed byBorrower in connection with the Loan evidenced by this Note shall not be deemeda waiver of Lender’s right under this Note or otherwise. Caption headings inthis Note are for convenience purposes only and are not to be used to interpretor define the provisions of this Note and do not constitute any part of theterms of this Note. This Note shall be binding upon the heirs, successors,personal representatives and assigns of Borrower. This Note shall inure to thebenefit of Lender and its successors and assigns. In the event any one or moreof the provisions contained in this Note shall for any reason be held to beinvalid, illegal or unenforceable in any respect, such invalidity, illegalityor unenforceability shall not affect any other provision of this Note, but theNote shall be construed as if such invalid, illegal or unenforceable provisionhad never been contained therein. This Note shall be governed by, construed,interpreted and enforced according to the laws of the Commonwealth ofPennsylvania.**

 

23.     **STOCK POWER.**Intentionally omitted.

 

24.     **LINE OFCREDIT.**This Note evidences a revolving line of credit. Advancesunder this Note, as well as directions for payment from Borrower’s accounts,must be requested in writing by Borrower or by an authorized person. Borrower agreesto be liable for all sums either: (a) advanced in accordance with theinstructions of an authorized person or (b) credited to any of Borrower’saccounts with Lender. The unpaid principal balance owing on this Note at anytime may be evidenced by endorsements on this Note or by Lender’s internalrecords, including daily computer printouts. Lender will have no obligation toadvance funds under this Note if: (a) Borrower or any guarantor is indefault under the terms of this Note or any agreement that Borrower or anyguarantor has with Lender, including any agreement made in connection with thesigning of this Note; (b) Borrower or any guarantor ceases doing businessor is insolvent; (c) any guarantor seeks, claims or otherwise attempts tolimit, modify or revoke such guarantor’s guarantee of this Note or any otherloan with Lender; (d) Borrower has applied funds provided pursuant to thisNote for purposes other than those authorized by Lender; or (e) Lender ingood faith believes itself insecure.

 

**PRIOR TOSIGNING THIS NOTE, EACH BORROWER HAS READ AND UNDERSTOOD ALL OF THE PROVISIONSOF THIS NOTE. EACH BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THISNOTE. THIS NOTE IS EXECUTED UNDER SEAL AND IT IS INTENDED THAT THIS NOTE IS ANDSHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW.**

 

 

**BORROWER**

 
| **Frederick  County Bancorp, Inc.** |                       |
|------------------------------------------|----------------------------|
|                                     |                       |
| By:                                      | /s/ William R. Talley, Jr. |   |
| Name:                                    | William R. Talley, Jr.     |   |
| Title:                                   | EVP and CFO                |   |

 

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| Business Address: | 9 North Market Street |   |          |
|-------------------|-----------------------|--------|---------------|
|              | Frederick, MD 21701   |   |          |
|              |                  |   |          |
| Business Phone #: | 240-529-1507          |   | Cell Phone #: | 301-639-0298 |

 

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