**Exhibit 10(j)**

 

**AMENDMENTTO LOAN DOCUMENTS**

 

**           THIS AMENDMENT TO LOAN DOCUMENTS** (this **“Amendment”**)is made as of **AUGUST 25, 2008**, by and between **FREDERICK COUNTY BANCORP, INC.,** a Maryland corporation (the **“Borrower”**), and **ATLANTIC CENTRAL BANKERSBANK**(the **“Bank”**).

 

**BACKGROUND**

 

           A.       OnApril 21, 2005, the Borrower executed and delivered to Bank, inter alia, aRevolving Line of Credit Promissory Note (the **“**Note”)evidencing a loan in the principal sum of Two Million and No/100 Dollars($2,000,000.00) (the “Loan”) and that certain commitment letter dated March 31,2005 (the “Commitment Letter”), as may be amended from time to time and otherdocuments described in or accompanying the Note, including, any pledgeagreements, 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 the Bankfor one or more loans or other extensions of credit (the “Obligations”).

 

**           B.       Theoutstanding principal balance of the Loan as of August 25, 2008 is Zeroand No/100 Dollars ($0.00).**

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           C.       TheBorrower and the Bank desire to amend the Loan Documents as provided for inthis Amendment.

 

           **NOW, THEREFORE,**in consideration of the mutual covenants herein contained and intending to belegally bound hereby, the parties hereto agree as follows:

 

### **1.        The Loan Documents are hereby amendedsuch that (a) the maturity date shall be extended to September 1,2009 (the “Maturity Date”) and (b) the principal amount shall be increasedto Three Million and No/100 Dollars ($3,000,000.00).  The Borrower will continue to pay to theBank, monthly payments of interest only on the first (1st) day ofeach month, with all then outstanding principal, accrued but unpaid interestand any other sums due and payable under the Loan Documents, due and payable infull on the Maturity Date.  Borrower willbe required to repay the outstanding principal balance down to Zero and No/100Dollars ($0.00) for a period no less than thirty (30) consecutive days.  Any and all references to the Note orCommitment Letter in any other Loan Document shall be deemed to refer to theNote and Commitment Letter as amended by this Amendment.  This Amendment is deemed incorporated intoeach of the Loan Documents. Any initially capitalized terms used in thisAmendment without definition shall have the meanings assigned to those terms inthe Loan Documents.  To the extent thatany term or provision of this Amendment is or may be inconsistent with any termor provision in any Loan Document, the terms and provisions of this Amendmentshall control.**

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### **2.        The Borrower hereby certifies that: (a) allof its representations 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 withits terms.  The Borrower confirms thatthe Obligations remain outstanding without defense, set off, counterclaim,discount or charge of any kind as of the date of this Amendment.**

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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 sameinstrument.   Delivery of an executedcounterpart of a signature page to this Amendment by facsimiletransmission shall be effective as delivery of a manually executedcounterpart.  Any party so executing thisAmendment by facsimile transmission shall promptly deliver a manually executedcounterpart, provided that any failure to do so shall not affect the validityof the counterpart executed by facsimile transmission.

 

5.       This Amendment will be binding upon andinure to the benefit of the Borrower and the Bank and its respective heirs,executors, administrators, successors and assigns.

 

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6.       This Amendment has been delivered to andaccepted by the Bank and will be deemed to be made in the State where the Bank’soffice indicated in the Loan Documents is located.  This Amendment will be interpreted and therights and liabilities of the parties hereto determined in accordance with thelaws of the State where the Bank’s office indicated in the Loan Documents islocated, 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 expressly provided herein, thisAmendment shall not constitute an amendment, waiver, consent or release withrespect to any provision of any Loan Document, a waiver of any default or Eventof Default under any Loan Document, or a waiver or release of any of the Bank’srights 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 this Amendment as adocument under seal as of the date first written above.

 
| WITNESS / ATTEST: | **FREDERICK COUNTY BANCORP, INC.** |                                                            |
|-------------------|------------------------------------|-----------------------------------------------------------------|
|              | a Maryland corporation             |                                                            |
|              |                               |                                                            |   |
| /s/ Lisa D. Mulks |                               | By:                                                             | /s/ William R. Talley, Jr. |   |
| Print Name:       | Lisa D. Mulks                      |                                                            |   | William R. Talley, Jr. | (SEAL) |
|              |                               | Executive Vice President & CFO                         |   |
|              |                               |                                                            |   |
|              | **ATLANTIC CENTRAL BANKERS BANK**  |                                                            |
|              |                               |                                                            |   |
|              | By:                                | /s/ Bernadette M. Kibe                                          |   |
|              |                               | Bernadette M. Kibe                                              | (SEAL) |
|              |                               | Assistant Vice President & Commercial  Banking Officer |
|                   |                                    |                                                                 |  |  |  |

 

10(j)-2

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