**Exhibit 10(g)**

 

**UNSECURED REVOLVING LINEOF CREDIT LOAN AGREEMENT**

**(FOR BANK HOLDINGCOMPANY)**

 
| **Principal** | ** **   | **Loan Date** | ** **          | **Maturity** | ** **       | **Loan No.** | ** ** | **Officer** | ** ** |
|---------------|--------------|---------------|---------------------|--------------|------------------|--------------|------------|-------------|------------|
| ** **    | ** **   | ** **    | ** **          | ** **   | ** **       | ** **   | ** ** | ** **  | ** ** |
| $             | 2,000,000.00 |          | April 21, 2005 |         | May 1, 2007 |         |       |        |       |   |
|               |              |               |                     |              |                  |              |            |             |            |  |

 

References above are for Lender’s useonly and do not constitute any part of the terms and provisions of thisRevolving Line of Credit Loan Agreement.

 

| **Borrower**: | **Frederick County  Bancorp, Inc.** | ** ** | **Lender**: | **Atlantic Central Bankers Bank** |
|---------------|------------------------------------------|------------|-------------|-----------------------------------|
| ** **    | **P.O. Box 1100**                   | ** ** |        | **1400 Market Street**            |
| ** **    | **Frederick, MD 21702-0100**             | ** ** |        | **P.O. Box 1109**            |
|          |                                     |       |        | **Camp Hill, PA 17001-1109**      |

 

 

This **UNSECURED REVOLVING LINEOF CREDIT****LOAN AGREEMENT**made this 21st day of April 2005 by and between:

 

**1.0****         ****PARTIES**

 

1.1           **ATLANTIC CENTRAL BANKERS BANK**, a statebanking institution organized and existing under the laws of the Commonwealthof Pennsylvania, with its principal place of business at 1400 Market Street,P.O. Box 1109, Camp Hill, Commonwealth of Pennsylvania 17001-1109; and

 

1.2           **FREDERICK COUNTY BANCORP, INC.,**acorporation organized and existing under the laws of the State of Maryland,with its principal place of business at 30 North Market Street, P.O. Box1100, Frederick, State of Maryland 21702-0100.

 

**2.0****         ****BACKGROUND**

 

2.1           Borrower has requested that Lender extendto Borrower a credit facility in the form of a Revolving Line of Credit not toexceed $2,000,000.00**for a periodof time expiring on the Termination Date.

 

2.2           Lenderhas agreed to extend to Borrower a credit facility in the form of a RevolvingLine of Credit not to exceed $2,000,000.00**for a periodof time expiring on the Termination Date, upon and subject to the terms,provisions, covenants and conditions set forth in this Revolving Line of CreditLoan Agreement, in the Revolving Line of Credit Promissory Note for$2,000,000.00, all dated even date herewith.

 

2.3           Borrowerhas on this date executed, as obligor, a Revolving Line of Credit PromissoryNote for $2,000,000.00 in favor of Lender, as obligee.

 

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**3.0****          AGREEMENT**

 

NOW, THEREFORE, inconsideration of the mutual promises and covenants contained hereinafter andintending to be legally bound hereby, the parties hereto agree as follows:

 

3.1           **DEFINITIONS.**  Thefollowing words, terms and/or phrases shall have the following meanings anddefinitions for purposes of this Revolving Line of Credit Loan Agreement:

 

| **TERMS**                                                                                                            | ** ** | **DEFINITION**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|----------------------------------------------------------------------------------------------------------------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| “Borrower”                                                                                                 |       | Frederick County  Bancorp, Inc., its successors and assigns.                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                                                                                                                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| “Commitment Amount”                                                                                        |       | $2,000,000.00                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                                                                                                                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| “Commitment Period”                                                                                        |       | From the date of this  Loan Agreement until Termination Date.                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                                                                                                                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| “Event of Default”                                                                                         |       | As set forth and  defined in Paragraph 9 of the Note.                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|                                                                                                                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| “GAAP”                                                                                                     |       | Generally Accepted  Accounting Principles.                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|                                                                                                                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| “Indebtedness”                                                                                             |       | All monetary and  financial obligations, liabilities and indebtedness of Borrower, whether  direct, indirect, matured, unmatured, presently existing or hereafter,  created, absolute, contingent or non-contingent, liquidated or unliquidated,  secured or unsecured and/or joint and/or several or arising of any leases.                                                                                                                                                                                   |
|                                                                                                                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| “Laws”                                                                                                     |       | All ordinances,  statutes, rules, rulings, regulations, orders, decisions, injunctions, writs  or decrees of any federal, state and/or local government or political  subdivision, agency, bureau, body, authority, department or commission  thereof, or quasi-government corporation created by Congress or any state legislature  or any federal and/or state court.                                                                                                                                        |
|                                                                                                                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| “Lender”                                                                                                   |       | Atlantic Central  Bankers Bank, its successors and assigns.                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|                                                                                                                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| “Liabilities”                                                                                              |       | All Indebtedness that,  in accordance with GAAP, consistently applied, shall be classified as  liabilities on a balance sheet of the Borrower.                                                                                                                                                                                                                                                                                                                                                                 |
|                                                                                                                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| “Loan Agreement”                                                                                           |       | The Unsecured Revolving  Line of Credit Loan Agreement by and between Borrower and Lender dated even  date herewith.                                                                                                                                                                                                                                                                                                                                                                                           |
|                                                                                                                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| “Obligations”  and/or “Obligations of  Borrower” and/or “Borrower’s  Obligations” |       | The covenants,  commitments, undertakings and promises of the Borrower to Lender:

(A)  To pay the principal, interest and late  charges, if any, due on the Note in accordance with the terms thereof;

(B)  Set  forth in this Loan Agreement and Note;

(C)  To pay  all of Lender’s expenses and costs, including the reasonable fees and  expenses of its counsel as provided for and set forth in this Loan Agreement  and Note; and

(D)  All  Indebtedness to Lender.         |
|                                                                                                                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| “Persons”                                                                                                  |       | Any individual,  corporation, general or limited partnership, association, joint-stock  company, trust, limited liability company, limited liability partnership,  unincorporated association, joint venture, or any type of limited liability  entity, any state or federal court or state, federal and/or local government  or political subdivision or agency, bureau, department, body or authority or  commission thereof, or quasi-government corporation created by Congress or  any state legislature. |

 

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| “Records”                   |   | Any and all  correspondence, memoranda, tapes, discs, papers, book and other documents, or  transcribed information of any type or medium, whether in hard copy or stored  electronically and whether expressed in ordinary electronic machine or other  language including but not limited to all accounting and financial  information, books and records and all accounting and financial data and  information contained therein. |
|---------------------------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| “Revolving Line of  Credit” |   | The loans and advances  of Lender to Borrower during the Commitment Period, not to exceed at any one  time the Commitment Amount, pursuant to and subject to the terms, provisions,  covenants and conditions of this Loan Agreement and Note , which loans and  advances are evidenced by the Note.                                                                                                                                  |
|                                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| “Subsidiary”                |   | Frederick County Bank,  it’s successors and assigns.                                                                                                                                                                                                                                                                                                                                                                             |
|                                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| “Termination Date”          |   | May 1, 2007 or the  date which Lender may establish pursuant to Section 3.1 of the “Note”.                                                                                                                                                                                                                                                                                                                        |

 

3.2**           RELATED DOCUMENTS**.  The terms, provisions, covenants andconditions of the Note: (a) are incorporated into this Loan Agreement; and(b) shall govern this Loan Agreement. All definitions of capitalizedwords, phrases and/or terms set forth in the Note shall apply to words, termsand/or phrases set forth in this Loan Agreement which are not expressly definedin this Loan Agreement.

 

3.3**           EXTENSIONOF CREDIT FACILITY.**

 

3.3.1        Subjectto the terms, provisions and conditions set forth in this Loan Agreement and inthe Note, Lender hereby extends to Borrower a credit facility in the form of aRevolving Line of Credit in the Commitment Amount, which shall be available toBorrower during the Commitment Period.

 

3.3.2        Theobligation of Lender to make advances to Borrower on account of the RevolvingLine of Credit shall cease on the Termination Date.

 

3.4**           WARRANTIESAND REPRESENTATIONS.**

 

3.4.1**        List. **Borrower hereby warrants and representsto Lender that:

 

A.            Borroweris a corporation organized and existing under the laws of the State ofMaryland, has the lawful power to hold and own its property and is dulyqualified to do business in those states where the nature of the businesstransacted by Borrower or the property owned by Borrower make suchqualification necessary; and Borrower has not, except as disclosed in writingto Lender, changed its name.

 

B.            Subsidiaryis a corporation organized and existing under the laws of the State of Maryland, has the lawful power to hold and own its property and is duly qualified to dobusiness in those states where the nature of the business transacted bySubsidiary or the property owned by Subsidiary make such qualificationnecessary; and Subsidiary has not, except as disclosed in writing to Lender,changed its name.

 

C.*           *Borrower is notpresently in violation of Borrower’s charter, bylaws, any federal and/or statelaws which regulate and/or supervise the business conducted by Borrower and/orany licenses and/or approvals issued in favor of Borrower by any federal and/orstate departments, bureaus, agencies, commissions, body, authority orquasi-government corporations which regulate and/or supervise Borrower and/orthe business conducted by Borrower.

** **

**D.**            Subsidiary is not presently in violation ofSubsidiary’s charter, its bylaws, any federal and/or state laws which regulateand/or supervise the business conducted by Subsidiary and/or any licensesand/or approvals issued in favor of Subsidiary by any federal and/or statedepartments, bureaus, agencies, commissions, body, authority orquasi-government corporations which regulate and/or supervise Subsidiary and/orthe business conducted by Subsidiary.

** **

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** **

E.             Borroweris not presently in default under any loan, extension of credit, securityagreement, lease, purchase or sales agreement or any other agreement orcontract to which Borrower is a party.

 

F.             Subsidiaryis not presently in default under any loan, extension of credit, securityagreement, lease, purchase or sales agreement or any other agreement orcontract to which Subsidiary is a party.

 

G.            Theexecution of this Loan Agreement and the Note and the performance of Borrower’sObligations will not cause Borrower to be in default of any loan, extension ofcredit, security agreement, lease, purchase or sales agreement, or any otheragreement or contract to which Borrower is a party.

 

H.            Borrowerhas complied with all applicable Laws with respect to: (1) anyrestrictions, specifications or other requirements pertaining to Borrower,(2) the conduct of Borrower’s business operations; and/or (3) theuse, maintenance and operation of any of the real and personal properties ownedor leased by Borrower.

 

I.              Borrower has the power and authority to enterinto this Loan Agreement and the Note and perform the Obligations of Borrowerand the extension by Lender to Borrower of the Revolving Line of Credit andloans and advances made by Lender to Borrower under the Revolving Line ofCredit and/or the execution of this Loan Agreement and the Note will notviolate the charter, articles of incorporation, bylaws, any federal and/orstate Laws which regulate and/or supervise the business conducted by Borrowerand/or any licenses and/or approvals issued in favor of Borrower by any federaland/or state departments, bureaus, agencies, commissions, body, authority or quasi-government corporationswhich regulate and/or supervise Borrower and/or the business conducted byBorrower.

 

J.             Borrower is notpresently a defendant in any lawsuit filed against Borrower or any counterclaimfiled against Borrower in any lawsuit filed by Borrower in which Borrower isthe plaintiff.

 

K.            Subsidiary is notpresently a defendant in any lawsuit filed against Subsidiary or anycounterclaim filed against Subsidiary in any lawsuit filed by Subsidiary inwhich Subsidiary is the plaintiff.

 

L.             Borrower is not thesubject of any investigation by federal and/or state banking regulators andBorrower is not the subject to any pending judicial, administrative and/orstate and/or federal agency order, notice, claim, litigation and/or proceedingaffecting Borrower or Borrower’s assets.

 

M.           Subsidiary is not thesubject of any investigation by federal and/or state banking regulators andSubsidiary is not the subject to any pending judicial, administrative and/orstate and/or federal regulatory agency order, notice, claim, litigation and/orproceeding affecting Subsidiary or Subsidiary’s assets.

 

**N.**            The Revolving Line of Credit provided for inthis Loan Agreement has been approved by action of the Board of Directors ofBorrower taken in accordance with Borrower’s bylaws, articles of incorporation,charter and/or any licenses and/or approvals issued in favor of Borrower by anyfederal and/or state departments, bureaus, agencies, commissions, body,authority or quasi-government corporations which regulate and/or superviseBorrower and/or the business conducted by Borrower.

** **

O.**           **No consent,approval or authorization of, or filing, registration or qualification with anyPerson is required to be obtained by Borrower in connection with the executionand delivery of this Loan Agreement and the****Note or theundertaking or performance of any Obligations hereunder; and if consents,approvals or authorizations are required, all consents, approvals orauthorizations have been obtained on or prior to such execution and delivery ofthis Loan Agreement and the Note by Borrower.

 

P.             The mostrecent financial information submitted by Borrower to Lender, prior to Borrowerexecuting this Loan Agreement, including but not limited to the most recentyear end financial statement of Borrower, is true and correct, fairlyrepresents the financial condition of Borrower as of the date of said financialinformation and the results of Borrower’s business operations for the periodindicated in said financial information and discloses all Indebtedness ofBorrower as of the date of said financial information and as of the date of themost recent year end financial statement.

 

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Q.            There hasbeen no material adverse change in the financial condition of Borrower from thedate of the most recent financial information submitted by Borrower to Lenderprior to Borrower executing this Loan Agreement.

 

R.            At thedate of this Loan Agreement, no Indebtedness has been or will be incurred otherthan obligations incurred in the ordinary course of business and other thanthat certain unsecured note dated January 27, 2004 in the amount of$450,000.00 between Borrower and J. Edward Poole.

 

S.             The mostrecent financial information submitted by Subsidiary to Lender, prior toBorrower executing this Loan Agreement, including but not limited to the mostrecent year end financial statement of Subsidiary, is true and correct, fairlyrepresents the financial condition of Subsidiary as of the date of saidfinancial information and the results of Subsidiary’s business operations forthe period indicated in said financial information and discloses allIndebtedness of Subsidiary as of the date of said financial information and asof the date of the most recent year end financial statement.

 

T.            There hasbeen no material adverse change in the financial condition of Subsidiary fromthe date of the most recent financial information submitted by Subsidiary toLender prior to Borrower executing this Loan Agreement.

 

U.            Since thedate of the submission of the most recent financial information submitted bySubsidiary to Lender prior to Borrower executing this Loan Agreement,Subsidiary has not incurred any Indebtedness other than normal operatingobligations incurred in the ordinary course of Subsidiary’s business.

 

V.            This LoanAgreement and the****Note, when delivered, will bevalid, binding and enforceable in accordance with their respective terms,except as the enforceability thereof may be subject to bankruptcy, insolvency,fraudulent conveyance, reorganization, moratorium, or other laws relating to oraffecting creditors’ rights generally or the rights of creditors of companiesthat control institutions, the deposits of which are insured by the FederalDeposit Insurance Corporation and to the application of equitable principlesand judicial discretion in a proceeding at law or in equity.

 

W.           Except asotherwise permitted by the provisions hereof, the Borrower has filed or causedto be filed all federal, state and local tax returns and other reports Borroweris required by law to file prior to the date hereof and which are material tothe conduct of Borrower’s business, and has paid or caused to be paid alltaxes, assessments and other governmental charges that are due and payableprior to the date hereof and/or has made adequate provision for the payment ofsuch taxes, assessments or other charges accruing but not yet payable.  The Borrower has no knowledge of anydeficiency or additional assessment in a materially important amount inconnection with any taxes, assessments or charges for which the Borrower may beliable.

 

X.            Except asotherwise permitted by the provisions hereof, the Subsidiary has filed orcaused to be filed all federal, state and local tax returns and other reportsSubsidiary is required by law to file prior to the date hereof and which arematerial to the conduct of Subsidiary’s business, and has paid or caused to bepaid all taxes, assessments and other governmental charges that are due andpayable prior to the date hereof and/or has made adequate provision for the paymentof such taxes, assessments or other charges accruing but not yet payable.  The Borrower has no knowledge of anydeficiency or additional assessment in a materially important amount inconnection with any taxes, assessments or charges for which Subsidiary may beliable.

 

Y.            Any andall Indebtedness of Borrower is set forth in the most recent financialinformation submitted by Borrower prior to Borrower executing this LoanAgreement and is described in the notes to the Borrower’s financial statementsor has otherwise been disclosed to Lender in writing.

 

Z.            Any andall Indebtedness of Subsidiary is set forth in the most recent financialinformation submitted by Borrower prior to Borrower executing this LoanAgreement and is described in the notes to the Subsidiary’s financialstatements or has otherwise been disclosed to Lender in writing.

 

AA.        Borrower hasnot made any agreement or taken any action which may cause any Person to becomeentitled to a commission or finder’s fee as a result of the extension of thisRevolving Line of Credit by Lender to Borrower.

 

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BB.          IntentionallyOmitted

 

**3.4.2****       Renewalof Warranties and Representations.**

 

Each time Lender makes a loan and/or advance toBorrower under the Revolving Line of Credit, Borrower shall be deemed to haverenewed the warranties and representations set forth in Paragraph 3.4.1 hereof.

 

**3.4.3****       Survival**.

 

All warranties and representations set forth inParagraph 3.4.1 hereof shall remain in full force and effect until allObligations of Borrower have been satisfied.

 

**3.5****          COVENANTSOF BORROWER.**

 

**3.5.1**       **Affirmative Covenants of Borrower.**

 

As long as Borrower isobligated to Lender on the Obligations, Borrower will:

 

A.            Maintainthe corporate existence of Borrower;

 

B.            Duly payand discharge all taxes, assessments and government levies assessed againstand/or upon Borrower, the income of Borrower and/or the assets of Borrowerprior to the date when said taxes, assessments and/or governmental levies, ifnot paid, are assessed a penalty for late and/or non-payment;

 

C.            Promptlynotify Lender of any litigation and/or arbitration which materially affects thebusiness operations and/or assets of Borrower and/or Subsidiary - the term“material” shall refer to any litigation and/or arbitration filed againstBorrower and/or Subsidiary which seeks a monetary recovery against Borrowerand/or Subsidiary of or in excess of $50,000.00;

 

D.            Promptlynotify Lender of any federal and/or state governmental investigation and/orgovernmental proceeding which could reasonably be expected to:(i) substantially interfere with the normal business operations ofBorrower and/or Subsidiary; (ii) adversely affect the financial conditionand/or assets of Borrower and/or of Subsidiary; and/or (iii) result in theseizure and/or taking control of Borrower’s business and/or Borrower’s assetsand/or Subsidiary’s business and/or Subsidiary’s assets and/or which results inthe closing and terminating of the business operations of Borrower and/or Subsidiary.

 

E.             Maintainand keep proper Records in accordance with GAAP, consistently applied, in whichfull, true, complete and correct entries of all transactions shall be madeconcerning Borrower, Borrower’s assets and the business operations of Borrower;

 

F.             Maintainand pay for fire and extended casualty insurance on all tangible assets ofBorrower;

 

G.            **Financial Reporting.**

 

1.             Within one-hundred and twenty (120) days of eachfiscal year-end and annually thereafter, Borrower will provide copies of thecomplete and fully audited financial statement of Borrower, prepared inaccordance with GAAP, consistently applied, and prepared by a certified publicaccounting firm acceptable to Lender which year end financial statement shallcontain a balance sheet, profit and loss statement, statement of retainedearnings and statement of cash flow as well as all notes to said financialstatement; and

 

2.**            **Within one-hundred and twenty (120) days of eachfiscal year-end and annually thereafter, Borrower will provide copies of thecomplete and fully audited financial statement of Subsidiary, prepared inaccordance with GAAP, consistently applied, and prepared by a certified publicaccounting firm acceptable to Lender which year end financial statement shallcontain a balance sheet, profit and loss statement, statement of retainedearnings and statement of cash flow as well as all notes to said financialstatement;

 

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3.             Within thirty (30) days of each calendarquarter-end, Borrower will provide a copy of The Reports of Condition andIncome (Call Report) as required to be submitted to their primary regulatoryagency, for Subsidiary of Borrower.

 

H.            Borrowerwill, when requested to do so, make available for inspection by duly authorizedrepresentatives of the Lender the records of Borrower and will furnish theLender with any information regarding its affairs and financial conditionwithin a reasonable time after written request therefore;

 

I.              **Use of Funds.**

 

Borrower will only utilize loansand advances made on account of the Revolving Line of Credit for short termfinancing to down-stream funds to the Subsidiary and/or for working capitaland/or to partially fund the purchase of stock and/or investments in anotherbank or financial institution with such purchase of stock or investment beinglimited to the amount of $500,000 under this Revolving Line of Credit;

 

J.             **Rating.**

 

Subsidiary will at all timesmaintain an adequately capitalized status as defined by FIRREA;and/or

 

K.            TheBorrower will pay, when due, (or within applicable grace periods) allIndebtedness due Persons, except when the amount thereof is being contested ingood faith by appropriate proceedings and with adequate reserves therefore bythe Borrower for the payment of any principal (or installment thereof) of, orinterest on, any such Indebtedness.  TheLender shall have the right, in its discretion, to pay such interest orprincipal for the account of the Borrower and be reimbursed by the Borrowertherefore; and/or

 

Borrower shall cause Subsidiary to duly pay anddischarge all taxes, assessments and government levies assessed against and/orupon Subsidiary, the income of Subsidiary and/or the assets of Subsidiary priorto the date when said taxes, assessments and/or governmental levies, if notpaid, are assessed a penalty for late and/or non-payment.

 

Intentionally Omitted

 

**3.5.2****       NegativeCovenants of Borrower.**

 

As long as Borrower is obligated to Lender on theRevolving Line of Credit, Borrower will not:

 

A.            Borrow anyfunds from any Persons and/or incur any additional Indebtedness other thanobligations incurred in the ordinary course of business and other than fromLender with the exception of that certain note referenced in Section 3.4.1R herein;

 

B.            Not grantliens, security interests and/or encumbrances on any assets of Borrower;

 

C.            Not sell,assign, give and/or transfer to any Persons any of the right, title andinterest of Borrower in assets of Borrower other than in the normal course ofbusiness;

 

D.            Notendorse, assume, guaranty, become surety for or otherwise become and/or remainliable for Indebtedness of any Persons, except that Borrower may endorsenegotiable or other instruments for deposit, collection or similar transactionsin the ordinary course of business of Borrower;

 

E.             Notengage in any sales, leases and/or transfers of assets of Borrower to anyaffiliate and/or Subsidiary of Borrower other than in the ordinary course ofbusiness; and/or

 

F.             IntentionallyOmitted

 

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**3.6****          MISCELLANEOUSPROVISIONS**

 

3.6.1        **Applicable Law.**  This Loan Agreement will be governed by,construed, interpreted and enforced in accordance with federal law and the lawsof the Commonwealth of Pennsylvania.

 

3.6.2**       ****Choice of Venue and Jurisdiction.**  Borrower consents and agrees that, at thesole discretion of Lender, any and all legal and/or equitable proceedingsarising directly or indirectly out of or relating directly or indirectly to theRevolving Line of Credit, this Loan Agreement and/or the Note, the enforcementand/or to the interpretation of the Revolving Line of Credit, this LoanAgreement and/or the****Note and/orany action or conduct taken or omitted from being taken by Lender and itspresent and former officers, agents, employees, representatives, attorneys andservants shall be maintained in the Courts of Common Pleas of CumberlandCounty, Pennsylvania.  Borrower herebyvoluntarily, intelligently and knowingly consents to personal jurisdiction andvenue in favor of the Courts of Common Pleas of Cumberland County,Pennsylvania.  Lender may file anoriginal counterpart or copy of this Section of this Loan Agreement withany court as written evidence of the consent of Borrower to jurisdiction andvenue of the Court of Common Pleas of Cumberland County, Pennsylvania.

 

3.6.3        The terms and provisions of this Loan Agreementshall be binding upon Borrower, and upon Borrower’s successors and assigns, andshall inure to the benefit of Lender and its successors and assigns.  However, Borrower may not assign this LoanAgreement and/or the Note or the rights and privileges set forth in this LoanAgreement and/or the Note without the prior written consent of a dulyauthorized officer of Lender.

 

3.6.4        Lender may transfer, assign and/or sellparticipations in the Revolving Line of Credit, this Loan Agreement and theNote at any time without the need to procure the consent of Borrower andwithout any requirement on the part of Lender to notify Borrower.

 

3.6.5        Paragraph headings contained herein are fordescriptive purposes only and do

 

form part of the terms and provisions of this Loan Agreement.

 

3.6.6        This Loan Agreement and the Note contain all ofthe terms, provisions, covenants and conditions regarding the extension byLender to Borrower of the Revolving Line of Credit and there are no terms,provisions, covenants and conditions regarding the Revolving Line of Creditwhich are not set forth in this Loan Agreement and the Note.

 

3.6.7        Upon the occurrence of an Event of Default inthe event Lender enforces its rights and remedies under this Loan Agreementand/or the Note, in the event Borrower files any federal bankruptcy,dissolution, insolvency or receivership proceeding or any federal bankruptcy,dissolution, insolvency or receivership proceeding is filed against Borrower,in the event of any litigation between Lender and Borrower, and/or in the eventany federal and/or state agency, bureau, department, body, authority,commission or quasi-government corporation, which regulates Borrower and/or Borrower’sbusiness, seizes and/or takes control of Borrower’s business and/or Borrower’sassets and/or closes and terminates the business operations of Borrower, Lendershall be entitled to reasonable legal fees and costs in connection with:(1) the enforcement of the terms and provisions of this Loan Agreement andin the Note; (2) collection of amounts owed by Borrower to Lender pursuantto this Loan Agreement and the Note; (3) any bankruptcy, dissolution,insolvency or receivership proceeding filed by and/or against Borrower and/orSubsidiary; (4) defense of any lawsuit filed against Lender by Borrower;(5) execution against assets of Borrower; and/or (6) any actionand/or proceeding by any federal and/or state agency, bureau, department, commission,body, authority or quasi-government corporation, which regulates the Borrowerand/or Borrower’s business and/or Subsidiary and/or Subsidiary’s business whichresults in the seizure and/or taking control of Borrower’s business and/orBorrower’s assets and/or Subsidiary’s business and/or Borrower’s businessand/or which results in the closing and terminating of the business operationsof Borrower and/or Subsidiary.  Costs andexpenses include but are not limited to Lender’s attorneys’ fees and legalexpenses whether or not there is a lawsuit, including attorneys’ fees and legalexpenses for bankruptcy, dissolution, insolvency or receivership proceedings(and including efforts to modify or vacate any automatic stay or injunction),appeals, and any anticipated post-judgment collection services as well as allcosts and expenses incurred by Lender.

 

3.6.8        Time shall be deemed of the essence in theperformance of the Obligations, promises and covenants of Borrower set forth inthis Loan Agreement.

 

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3.6.9        **Severability.**  The provisions of this Loan Agreement and the****Note are deemed to be severable, and the invalidity orunenforceability of any provision in this Loan Agreement and/or the****Note shall not affect or impair the remaining provisions inthis Loan Agreement and the****Note whichshall continue in full force and effect.

 

3.6.10      **No Third Party Beneficiaries. **The rights and benefits of this LoanAgreement and the****Note shall not inure to thebenefit of any third party.

 

3.6.11      **Modification. **No modification of this Loan Agreementand/or the****Note shall be binding or enforceableunless in writing and signed by or on behalf of the party against whomenforcement is sought.

 

3.6.12      **Integration.**  The Loan Agreement and the****Note shall be construed as integrated and complementary ofeach other, and as augmenting and not restricting Lender’s rights, powers,remedies and security.  In the event ofany inconsistency between the terms of this Loan Agreement and the****Note, the terms, which are more favorable to Lender, shallprevail and shall govern.

 

3.6.13      **Survival****.**  Allcovenants, agreements, representations and warranties made by the Borrower inthis Loan Agreement and in the Note or made by or on its behalf in connectionwith the transactions contemplated here shall be true at all times thisAgreement is in effect and shall survive the execution and delivery of thisLoan Agreement and the Note notwithstanding any investigation at any time madeby Lender or on its behalf and the making by Lender of the loans or advances tothe Borrower.  All statements containedin any certificate, statement or other document delivered by or on behalf ofBorrower pursuant hereto or in connection with the transactions contemplatedhereunder shall be deemed representations and warranties by the Borrower.

 

3.6.14      Borrower herebywaives all rights to trial by jury with regards to any and all issues, matters,actions, causes of action, and/or claims sounding in contract, law, equity,tort or otherwise,  arising directly orindirectly out of or relating directly or indirectly to the Revolving Line ofCredit, this Loan Agreement and/or the Note, the enforcement and/or to theinterpretation of the Revolving Line of Credit, this Loan Agreement and/or theNote and/or any action or conduct taken or omitted from being taken by Lenderand its present and former officers, agents, employees, representatives,attorneys and servants. Lender may file an original counterpart or copy of thissection of this Loan Agreement with any court as written evidence of theconsent of Borrower to the waiver of Borrower’s right to a trial by jury.  Borrower hereby acknowledges that Borrowerhas had ample opportunity to consult with counsel for Borrower concerning theimpact on Borrower’s legal rights and remedies of this waiver and Borrowerhereby voluntarily, intelligently and knowingly waives the right to a trial byjury.

 

IN WITNESSWHEREOF, FREDERICK COUNTY BANCORP, INC. and ATLANTIC CENTRAL BANKERS BANK havehereunto caused their duly authorized corporate officers to execute thisUNSECURED REVOLVING LINE OF CREDIT LOAN AGREEMENT on the date first writtenabove, intending to be legally bound hereby.

 

 
|    | **FREDERICK COUNTY BANCORP, INC.** |
|---------|------------------------------------|
|    |                               |
|    |                               |
| Attest: |                               |   | By: | /s/ Martin S. Lapera |   |
|    |                               |   |   | Martin S. Lapera, President |   |
|    |                               |
|    |                               |
|    | **ATLANTIC CENTRAL BANKERS BANK**  |
|    |                               |
|    |                               |
| Attest: |                               |   | By: | /s/ Bernadette M. Kibe |   |
|    |                               |   |   | Bernadette M. Kibe |   |
|    |                               |   |   | Loan Administration Officer |   |
|         |                                    |  |  |  |  |  |  |

 

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