Exhibit 10(g)


 


UNSECURED REVOLVING LINE
OF CREDIT LOAN AGREEMENT


(FOR BANK HOLDING
COMPANY)


 


	
  Principal

  	
   

  	
  Loan Date

  	
   

  	
  Maturity

  	
   

  	
  Loan No.

  	
   

  	
  Officer

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  $

  	
  2,000,000.00

  	
   

  	
  April 21, 2005

  	
   

  	
  May 1, 2007

  	
   

  	
   

  	
   

  	
   

  	
   

  
											



 


References above are for Lender’s use
only and do not constitute any part of the terms and provisions of this
Revolving 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 LINE
OF CREDIT  LOAN AGREEMENT
made this 21st day of April 2005 by and between:


 


1.0          PARTIES


 


1.1           ATLANTIC CENTRAL BANKERS BANK, a state
banking institution organized and existing under the laws of the Commonwealth
of 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., a
corporation organized and existing under the laws of the State of Maryland,
with its principal place of business at 30 North Market Street, P.O. Box
1100, Frederick, State of Maryland 21702-0100.


 


2.0          BACKGROUND


 


2.1           Borrower has requested that Lender extend
to Borrower a credit facility in the form of a Revolving Line of Credit not to
exceed $2,000,000.00 for a period
of time expiring on the Termination Date.


 


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


 


2.3           Borrower
has on this date executed, as obligor, a Revolving Line of Credit Promissory
Note for $2,000,000.00 in favor of Lender, as obligee.


 





















 


3.0          AGREEMENT


 


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


 


3.1           DEFINITIONS.  The
following words, terms and/or phrases shall have the following meanings and
definitions 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.

  






 


2





















 




	
  “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 and
conditions of the Note: (a) are incorporated into this Loan Agreement; and
(b) shall govern this Loan Agreement. All definitions of capitalized
words, phrases and/or terms set forth in the Note shall apply to words, terms
and/or phrases set forth in this Loan Agreement which are not expressly defined
in this Loan Agreement.


 


3.3           EXTENSION
OF CREDIT FACILITY.


 


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


 


3.3.2        The
obligation of Lender to make advances to Borrower on account of the Revolving
Line of Credit shall cease on the Termination Date.


 


3.4           WARRANTIES
AND REPRESENTATIONS.


 


3.4.1        List.  Borrower hereby warrants and represents
to Lender that:


 


A.            Borrower
is 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 do business in those states where the nature of the business
transacted by Borrower or the property owned by Borrower make such
qualification necessary; and Borrower has not, except as disclosed in writing
to Lender, changed its name.


 


B.            Subsidiary
is 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 do
business in those states where the nature of the business transacted by
Subsidiary or the property owned by Subsidiary make such qualification
necessary; and Subsidiary has not, except as disclosed in writing to Lender,
changed its name.


 


C.            Borrower is not
presently in violation of Borrower’s charter, bylaws, any federal and/or state
laws which regulate and/or supervise the business conducted by Borrower and/or
any licenses and/or approvals issued in favor of Borrower by any federal and/or
state departments, bureaus, agencies, commissions, body, authority or
quasi-government corporations which regulate and/or supervise Borrower and/or
the business conducted by Borrower.


 


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


 


3





















 


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


 


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


 


G.            The
execution of this Loan Agreement and the Note and the performance of Borrower’s
Obligations will not cause Borrower to be in default of any loan, extension of
credit, security agreement, lease, purchase or sales agreement, or any other
agreement or contract to which Borrower is a party.


 


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


 


I.              Borrower has the power and authority to enter
into this Loan Agreement and the Note and perform the Obligations of Borrower
and the extension by Lender to Borrower of the Revolving Line of Credit and
loans and advances made by Lender to Borrower under the Revolving Line of
Credit and/or the execution of this Loan Agreement and the Note will not
violate the charter, articles of incorporation, bylaws, any federal and/or
state Laws which regulate and/or supervise the business conducted by Borrower
and/or any licenses and/or approvals issued in favor of Borrower by any federal
and/or state departments, bureaus, 
agencies, commissions, body, authority or quasi-government corporations
which regulate and/or supervise Borrower and/or the business conducted by
Borrower.


 


J.             Borrower is not
presently a defendant in any lawsuit filed against Borrower or any counterclaim
filed against Borrower in any lawsuit filed by Borrower in which Borrower is
the plaintiff.


 


K.            Subsidiary is not
presently a defendant in any lawsuit filed against Subsidiary or any
counterclaim filed against Subsidiary in any lawsuit filed by Subsidiary in
which Subsidiary is the plaintiff.


 


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


 


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


 


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


 


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


 


P.             The most
recent financial information submitted by Borrower to Lender, prior to Borrower
executing this Loan Agreement, including but not limited to the most recent
year end financial statement of Borrower, is true and correct, fairly
represents the financial condition of Borrower as of the date of said financial
information and the results of Borrower’s business operations for the period
indicated in said financial information and discloses all Indebtedness of
Borrower as of the date of said financial information and as of the date of the
most recent year end financial statement.


 


4





















 


Q.            There has
been no material adverse change in the financial condition of Borrower from the
date of the most recent financial information submitted by Borrower to Lender
prior to Borrower executing this Loan Agreement.


 


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


 


S.             The most
recent financial information submitted by Subsidiary to Lender, prior to
Borrower executing this Loan Agreement, including but not limited to the most
recent year end financial statement of Subsidiary, is true and correct, fairly
represents the financial condition of Subsidiary as of the date of said
financial information and the results of Subsidiary’s business operations for
the period indicated in said financial information and discloses all
Indebtedness of Subsidiary as of the date of said financial information and as
of the date of the most recent year end financial statement.


 


T.            There has
been no material adverse change in the financial condition of Subsidiary from
the date of the most recent financial information submitted by Subsidiary to
Lender prior to Borrower executing this Loan Agreement.


 


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


 


V.            This Loan
Agreement and the Note, when delivered, will be
valid, 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 or
affecting creditors’ rights generally or the rights of creditors of companies
that control institutions, the deposits of which are insured by the Federal
Deposit Insurance Corporation and to the application of equitable principles
and judicial discretion in a proceeding at law or in equity.


 


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


 


X.            Except as
otherwise permitted by the provisions hereof, the Subsidiary has filed or
caused to be filed all federal, state and local tax returns and other reports
Subsidiary is required by law to file prior to the date hereof and which are
material to the conduct of Subsidiary’s business, and has paid or caused to be
paid all taxes, assessments and other governmental charges that are due and
payable prior to the date hereof and/or has made adequate provision for the payment
of such taxes, assessments or other charges accruing but not yet payable.  The Borrower has no knowledge of any
deficiency or additional assessment in a materially important amount in
connection with any taxes, assessments or charges for which Subsidiary may be
liable.


 


Y.            Any and
all Indebtedness of Borrower is set forth in the most recent financial
information submitted by Borrower prior to Borrower executing this Loan
Agreement and is described in the notes to the Borrower’s financial statements
or has otherwise been disclosed to Lender in writing.


 


Z.            Any and
all Indebtedness of Subsidiary is set forth in the most recent financial
information submitted by Borrower prior to Borrower executing this Loan
Agreement and is described in the notes to the Subsidiary’s financial
statements or has otherwise been disclosed to Lender in writing.


 


AA.        Borrower has
not made any agreement or taken any action which may cause any Person to become
entitled to a commission or finder’s fee as a result of the extension of this
Revolving Line of Credit by Lender to Borrower.


 


5





















 


BB.          Intentionally
Omitted


 


3.4.2       Renewal
of Warranties and Representations.


 


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


 


3.4.3       Survival.


 


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


 


3.5          COVENANTS
OF BORROWER.


 


3.5.1       Affirmative Covenants of Borrower.


 


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


 


A.            Maintain
the corporate existence of Borrower;


 


B.            Duly pay
and discharge all taxes, assessments and government levies assessed against
and/or upon Borrower, the income of Borrower and/or the assets of Borrower
prior to the date when said taxes, assessments and/or governmental levies, if
not paid, are assessed a penalty for late and/or non-payment;


 


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


 


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


 


E.             Maintain
and keep proper Records in accordance with GAAP, consistently applied, in which
full, true, complete and correct entries of all transactions shall be made
concerning Borrower, Borrower’s assets and the business operations of Borrower;


 


F.             Maintain
and pay for fire and extended casualty insurance on all tangible assets of
Borrower;


 


G.            Financial Reporting.


 


1.             Within one-hundred and twenty (120) days of each
fiscal year-end and annually thereafter, Borrower will provide copies of the
complete and fully audited financial statement of Borrower, prepared in
accordance with GAAP, consistently applied, and prepared by a certified public
accounting firm acceptable to Lender which year end financial statement shall
contain a balance sheet, profit and loss statement, statement of retained
earnings and statement of cash flow as well as all notes to said financial
statement; and


 


2.             Within one-hundred and twenty (120) days of each
fiscal year-end and annually thereafter, Borrower will provide copies of the
complete and fully audited financial statement of Subsidiary, prepared in
accordance with GAAP, consistently applied, and prepared by a certified public
accounting firm acceptable to Lender which year end financial statement shall
contain a balance sheet, profit and loss statement, statement of retained
earnings and statement of cash flow as well as all notes to said financial
statement;


 


6





















 


3.             Within thirty (30) days of each calendar
quarter-end, Borrower will provide a copy of The Reports of Condition and
Income (Call Report) as required to be submitted to their primary regulatory
agency, for Subsidiary of Borrower.


 


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


 


I.              Use of Funds.


 


Borrower will only utilize loans
and advances made on account of the Revolving Line of Credit for short term
financing to down-stream funds to the Subsidiary and/or for working capital
and/or to partially fund the purchase of stock and/or investments in another
bank or financial institution with such purchase of stock or investment being
limited to the amount of $500,000 under this Revolving Line of Credit;


 


J.             Rating.


 


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


 


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


 


Borrower shall cause Subsidiary to duly pay and
discharge all taxes, assessments and government levies assessed against and/or
upon Subsidiary, the income of Subsidiary and/or the assets of Subsidiary prior
to the date when said taxes, assessments and/or governmental levies, if not
paid, are assessed a penalty for late and/or non-payment.


 


Intentionally Omitted


 


3.5.2       Negative
Covenants of Borrower.


 


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


 


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


 


B.            Not grant
liens, 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 and
interest of Borrower in assets of Borrower other than in the normal course of
business;


 


D.            Not
endorse, assume, guaranty, become surety for or otherwise become and/or remain
liable for Indebtedness of any Persons, except that Borrower may endorse
negotiable or other instruments for deposit, collection or similar transactions
in the ordinary course of business of Borrower;


 


E.             Not
engage in any sales, leases and/or transfers of assets of Borrower to any
affiliate and/or Subsidiary of Borrower other than in the ordinary course of
business; and/or


 


F.             Intentionally
Omitted


 


7





















 


3.6          MISCELLANEOUS
PROVISIONS


 


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


 


3.6.2        Choice of Venue and Jurisdiction.  Borrower consents and agrees that, at the
sole discretion of Lender, any and all legal and/or equitable proceedings
arising directly or indirectly out of or relating directly or indirectly to the
Revolving Line of Credit, this Loan Agreement and/or the Note, the enforcement
and/or to the interpretation of the Revolving Line of Credit, this Loan
Agreement and/or the Note and/or
any action or conduct taken or omitted from being taken by Lender and its
present and former officers, agents, employees, representatives, attorneys and
servants shall be maintained in the Courts of Common Pleas of Cumberland
County, Pennsylvania.  Borrower hereby
voluntarily, intelligently and knowingly consents to personal jurisdiction and
venue in favor of the Courts of Common Pleas of Cumberland County,
Pennsylvania.  Lender may file an
original counterpart or copy of this Section of this Loan Agreement with
any court as written evidence of the consent of Borrower to jurisdiction and
venue of the Court of Common Pleas of Cumberland County, Pennsylvania.


 


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


 


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


 


3.6.5        Paragraph headings contained herein are for
descriptive 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 of
the terms, provisions, covenants and conditions regarding the extension by
Lender to Borrower of the Revolving Line of Credit and there are no terms,
provisions, covenants and conditions regarding the Revolving Line of Credit
which are not set forth in this Loan Agreement and the Note.


 


3.6.7        Upon the occurrence of an Event of Default in
the event Lender enforces its rights and remedies under this Loan Agreement
and/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 event
any federal and/or state agency, bureau, department, body, authority,
commission or quasi-government corporation, which regulates Borrower and/or Borrower’s
business, seizes and/or takes control of Borrower’s business and/or Borrower’s
assets and/or closes and terminates the business operations of Borrower, Lender
shall be entitled to reasonable legal fees and costs in connection with:
(1) the enforcement of the terms and provisions of this Loan Agreement and
in the Note; (2) collection of amounts owed by Borrower to Lender pursuant
to this Loan Agreement and the Note; (3) any bankruptcy, dissolution,
insolvency or receivership proceeding filed by and/or against Borrower and/or
Subsidiary; (4) defense of any lawsuit filed against Lender by Borrower;
(5) execution against assets of Borrower; and/or (6) any action
and/or proceeding by any federal and/or state agency, bureau, department, commission,
body, authority or quasi-government corporation, which regulates the Borrower
and/or Borrower’s business and/or Subsidiary and/or Subsidiary’s business which
results in the seizure and/or taking control of Borrower’s business and/or
Borrower’s assets and/or Subsidiary’s business and/or Borrower’s business
and/or which results in the closing and terminating of the business operations
of Borrower and/or Subsidiary.  Costs and
expenses include but are not limited to Lender’s attorneys’ fees and legal
expenses whether or not there is a lawsuit, including attorneys’ fees and legal
expenses 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 all
costs and expenses incurred by Lender.


 


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


 


8





















 


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


 


3.6.10      No Third Party Beneficiaries.  The rights and benefits of this Loan
Agreement and the Note shall not inure to the
benefit of any third party.


 


3.6.11      Modification.  No modification of this Loan Agreement
and/or the Note shall be binding or enforceable
unless in writing and signed by or on behalf of the party against whom
enforcement is sought.


 


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


 


3.6.13      Survival.  All
covenants, agreements, representations and warranties made by the Borrower in
this Loan Agreement and in the Note or made by or on its behalf in connection
with the transactions contemplated here shall be true at all times this
Agreement is in effect and shall survive the execution and delivery of this
Loan Agreement and the Note notwithstanding any investigation at any time made
by Lender or on its behalf and the making by Lender of the loans or advances to
the Borrower.  All statements contained
in any certificate, statement or other document delivered by or on behalf of
Borrower pursuant hereto or in connection with the transactions contemplated
hereunder shall be deemed representations and warranties by the Borrower.


 


3.6.14      Borrower hereby
waives 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 or
indirectly out of or relating directly or indirectly to the Revolving Line of
Credit, this Loan Agreement and/or the Note, the enforcement and/or to the
interpretation of the Revolving Line of Credit, this Loan Agreement and/or the
Note and/or any action or conduct taken or omitted from being taken by Lender
and its present and former officers, agents, employees, representatives,
attorneys and servants. Lender may file an original counterpart or copy of this
section of this Loan Agreement with any court as written evidence of the
consent of Borrower to the waiver of Borrower’s right to a trial by jury.  Borrower hereby acknowledges that Borrower
has had ample opportunity to consult with counsel for Borrower concerning the
impact on Borrower’s legal rights and remedies of this waiver and Borrower
hereby voluntarily, intelligently and knowingly waives the right to a trial by
jury.


 


IN WITNESS
WHEREOF, FREDERICK COUNTY BANCORP, INC. and ATLANTIC CENTRAL BANKERS BANK have
hereunto caused their duly authorized corporate officers to execute this
UNSECURED REVOLVING LINE OF CREDIT LOAN AGREEMENT on the date first written
above, 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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