Exhibit 10(h)


 


REVOLVING LINE OF CREDIT
PROMISSORY NOTE


(FOR BANK HOLDING
COMPANY)


UNSECURED LOAN


 


	
  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 Promissory Note.


 




	
  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

  






 


Principal Amount: 
$2,000,000.00       Initial
Rate:    5.75%    Date of
Note:     April 21, 2005


 


PROMISE TO PAY.  Borrower promises to pay to ATLANTIC CENTRAL
BANKERS BANK, or its order, in lawful money of the United States of America,
the principal amount of Two Million and No/100 Dollars ($2,000,000.00) or as
much as may be outstanding from time to time under the Revolving Line of Credit
extended by ATLANTIC CENTRAL BANKERS BANK to Borrower, together with interest
on the unpaid outstanding principal balance of each advance under the Revolving
Line of Credit from the date of each advance until repayment of each advance at
the rate or rates of interest set forth in herein.


 


1.             DEFINITIONS.  The following words, terms and/or
phrases shall have the following meanings and definitions for purposes of this
Revolving Line of Credit Promissory Note:


 




	
  TERMS

  	
   

  	
  DEFINITION

  
	
   

  	
   

  	
   

  
	
  “Borrower”

  	
   

  	
  Frederick County Bancorp, Inc., its successors
  and assigns.

  
	
   

  	
   

  	
   

  
	
  “Lender”

  	
   

  	
  Atlantic Central Bankers Bank, its successors and
  assigns.

  
	
   

  	
   

  	
   

  
	
  “Note”

  	
   

  	
  This Revolving Line of Credit Promissory Note.

  
	
   

  	
   

  	
   

  
	
  “Wall Street Journal
  Prime Rate of Interest”

  	
   

  	
  The annual interest rate announced and published
  from time to time in the Money Section of the Wall Street Journal as the
  Wall Street Journal Prime Rate.

  The Wall Street Journal
  Prime Rate may be greater or lesser than interest rates which Lender charges
  for loans made to other borrowers and is not solely based on or dependent
  upon the interest rate(s) which Lender may charge to other borrowers or class
  of borrowers.

  






 


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


 





















 


3.             ADVANCES
UNDER REVOLVING LINE OF CREDIT.  Borrower
has requested that Lender make loans and/or advances to Borrower under the
Revolving Line of Credit from time to time during the Commitment Period in an
amount and/or amounts, which at any one time shall not exceed the Commitment
Amount.  Lender agrees, subject to the
terms, provisions, conditions and covenants set forth in the Loan Agreement and
in this Note and in reliance upon the warranties and representations extended
by Borrower to Lender in the Loan Agreement, to make such loans and/or advances
to Borrower under the Revolving Line of Credit during the Commitment Period,
which loans and/or advances shall not exceed at any one time the Commitment
Amount.


 


3.1           LENDER MAY EXTEND THE COMMITMENT PERIOD FROM TIME TO TIME BY ISSUING
TO BORROWER A “NOTICE OF RENEWAL” IN WRITING AND REFERENCING THIS NOTE AND
EXTENDING THE TERMINATION DATE TO SUCH DATE AND ON SUCH TERMS AND CONDITIONS AS
LENDER IN ITS SOLE DISCRETION ELECTS.


 


3.2           During the Commitment Period, Borrower may borrow, repay and re-borrow
under the Revolving Line of Credit provided that at any one time the amount
borrowed under the Revolving Line of Credit does not exceed the Commitment
Amount.


 


3.3           This Note evidences a Revolving Line of Credit.
Loans and advances under this Note, as well as directions for debits from
Borrower’s accounts for payments of Obligations, may be requested orally or in
writing by Borrower or by an authorized designated employee and/or officer of
Borrower. Lender will require that all oral requests for loans and advances are
confirmed in writing by said authorized employee and/or officer of Borrower.
Borrower agrees to be liable for all sums either: (A) advanced in
accordance with the written instructions of said authorized employee and/or
officer of Borrower; and/or (B) credited to any of Borrower’s accounts
with Lender. The unpaid principal balance owing on this Note at any time may be
evidenced by endorsements on this Note or by Lender’s internal records,
including daily computer printouts.


 


3.4           Lender shall have no obligation to advance funds
under this Note if: (A) An Event of Default has occurred; and/or
(B) Borrower has utilized funds loaned and/or advanced by Lender to
Borrower under the Revolving Line of Credit for purposes other than those
authorized by the Loan Agreement.


 


4.             PAYMENT.  Borrower will pay regular monthly payments of
all accrued and unpaid interest due at the rate(s) set forth in Paragraph 5 of
this Note as of each payment date, beginning May 1, 2005, with all
subsequent interest payments to be due on the same day of each successive month
until the Termination Date. Borrower will pay all outstanding principal on this
Note on the Termination Date. In addition, on the Termination Date, Borrower
will also pay any accrued and unpaid interest at the rate(s) set forth in this
Note and any late charges and fees, costs and expenses, if any, to which Lender
is entitled pursuant to this Note and the Loan Agreement. Except as provided in
Paragraph 5 hereof, or unless otherwise agreed to by Lender or required by
applicable law, payments by Borrower on account of the Revolving Line of Credit
will be applied first to accrued unpaid interest at the rate(s) set forth in
this Note, then to principal and any remaining amount to any unpaid collection
costs and late charges, if any.


 


5.             VARIABLE
INTEREST RATE.


 


5.1           Subject to the provisions of Paragraph 8 hereof,
the interest rate on all loans and advances on the Revolving Line of Credit
will be the Wall Street Journal Prime Rate of Interest. The Wall Street Journal
Prime Rate of Interest is a variable rate of interest, which changes from time
to time as the Wall Street Journal Prime Rate of Interest changes. The Wall
Street Journal Prime Rate currently is five and three-quarters of one percent
(5.75%) per annum.


 


NOTICE: Under no circumstances will the
interest rate on this Note be more than the maximum rate allowed by applicable
law.


 


5.2           The interest rate set forth in Section 5.1 hereof will be computed
and calculated on a year consisting of 360 days but billed and charged for the
actual number of days of each month.


 


2





















 


6.             PREPAYMENT.  During the Commitment Period, Borrower may
repay without penalty any or all of the loans and advances made by Lender to
Borrower under the Revolving Line of Credit. 
Such repayments of loans and advances made under the Revolving Line of
Credit by Borrower shall reduce the outstanding principal balance due on the
Revolving Line of Credit.  Any such
repayments of loans and advances on the Revolving Line of Credit by Borrower
shall not be applied to interest on the outstanding loans and advances on the
Revolving Line of Credit, shall not be a substitute for regular monthly
payments of accrued and unpaid interest required under Paragraph 4 hereof and
shall not relieve the obligation of Borrower to make monthly payments of
accrued and unpaid interest under Paragraph 4 hereof. Borrower agrees not to
send Lender any payments of principal and/or interest marked “paid in full”,
“without recourse”, or similar language. If Borrower sends such a payment, such
instructions or conditions by Borrower shall be null and void, of no legal
effect and non-binding on Lender so that Lender may accept said payment without
losing any of Lender’s rights under this Note, and Borrower will remain
obligated to pay any and all amount or amounts owed to Lender. All written
communications concerning disputed amounts, including any check or other
payment instrument that indicates that the payment constitutes “payment in
full” of the amount owed, “without recourse” or similar language or that is
tendered with other conditions or limitations or as full satisfaction of a
disputed amount must be mailed or delivered to: Loan Operations 1400 Market
Street, P.O. Box 1109, Camp Hill, PA 17001-1109.


 


7.             LATE
CHARGE.  If any monthly payment of
accrued and unpaid interest required under Paragraph 4 hereof is 16 days or
more late, Borrower will be charged the greater of: (a) 5% of the
regularly scheduled payment; or (b) $50.00.


 


8.             INTEREST
AFTER DEFAULT.  Upon the occurrence of an
Event of Default, as defined herein, or on the Termination Date, Lender, at its
option, and without notice to Borrower, may, if permitted under applicable law,
increase the interest rate on the outstanding loans and advances on the Revolving
Line of Credit, which have not been repaid, to three (3) percentage points
over the Wall Street Journal Prime Rate. This default interest rate will not
exceed the maximum rate permitted by applicable law.  The Default Rate of Interest as provided for
herein will be computed and calculated on a year consisting of 360 days but
billed and charged for the actual number of days of each month.


 


9.             DEFAULT.


 


9.1.          List.  Each of the following shall
constitute an event of default (“Event of Default”) under this Note:


 


A.            Payment
Default.  Borrower fails to make any
monthly payment of accrued and unpaid interest at the rate(s) set forth in
Paragraph 5 of this Note within fifteen (15) days of being due under this Note
and/or fails to pay in full all outstanding loans and advances on the Revolving
Line of Credit on the Termination Date and all accrued and unpaid interest at
the rate(s) set forth in Paragraph 5 of this Note, as well as all late charges
and fees, costs and expenses, if any, to which Lender is entitled pursuant to
this Note and the Loan Agreement on the Termination Date.


 


B.            Payment Default-Other Obligations.  Borrower fails to pay within fifteen (15)
days of being due any principal, interest and costs due Lender under any
Obligations of Borrower to Lender.


 


C.            Other Defaults.  Borrower fails to comply with or to perform
any Obligations of Borrower within sixty (60) days of the date Borrower is to
perform and/or comply with said Obligations of Borrower other than as provided
for in Paragraphs 9.1.A and 9.1.B hereof.


 


D.            Default in Favor of Third Parties.  Borrower defaults under any Indebtedness to
any third Persons that may materially affect any of Borrower’s property,
Borrower’s ability to repay this Note or ability of Borrower to perform and/or
pay Obligations of Borrower.


 


E.             False Statements.  Any warranty, representation or statement
made or furnished to Lender by Borrower set forth in the Loan Agreement is
false or misleading in any material respect, either now or at the time made or
furnished, or becomes false or misleading at any time thereafter.


 


3





















 


F.             Insolvency, etc.  (1) The cessation of Borrower’s and/or
Subsidiary’s business activities; (2) the dissolution or termination of
Borrower’s and/or Subsidiary’s existence as a going business concern and/or
Borrower’s and/or Subsidiary’s corporate existence; (3) the insolvency of
Borrower and/or Subsidiary; (4) the appointment of a receiver, conservator
and/or custodian for all and/or any of Borrower’s and/or Subsidiary’s assets
and/or for Borrower and/or Subsidiary; (5) any assignment for the benefit
of creditors of all and/or any of Borrower’s and/or Subsidiary’s assets;
(6) any type of creditor workout involving Borrower and/or Subsidiary
and/or all and/or any of Borrower’s and/or Subsidiary’s assets; (7) the
commencement of any proceeding under any federal bankruptcy or insolvency laws
by or against Borrower and/or Subsidiary and/or all and/or any of Borrower’s
assets and/or Subsidiary’s assets; (8) the sale and/or liquidation of a
substantial amount of Borrower’s and/or Subsidiary’s assets other than in the
ordinary course of business; (9) the revocation and/or suspension of
Borrower’s and/or Subsidiary’s charter by any state and/or federal department,
agency, bureau, authority, body, subdivision or quasi-government corporation
which regulates the business conducted by Borrower and/or Subsidiary;
(10) merger and/or consolidation of Borrower with any other entity; and/or
(11) any action and/or proceeding by any federal and/or state agency, bureau,
subdivision, department, body, authority, commission or quasi-government
corporation, which regulates the Borrower and/or Subsidiary and/or Borrower’s
and/or Subsidiary’s business, which results in the seizure and/or taking
control of Borrower’s and/or Subsidiary’s business and/or Borrower’s and/or
Subsidiary’s assets and/or which results in the closing and terminating the
business operations of Borrower and/or Subsidiary.


 


G.            Creditor or Forfeiture Proceedings.  Commencement of any creditor, foreclosure,
execution or forfeiture proceedings, whether by judicial proceeding, self-help,
repossession or any other method, by any Person against any of Borrower’s
assets. This includes a garnishment of any of Borrower’s accounts, including
deposit accounts, with Lender. However, this Event of Default shall not apply
if there is a good faith dispute by Borrower as to the validity or
reasonableness of the claim which is the basis of the creditor, foreclosure,
execution or forfeiture proceeding and provided that Borrower:
(1) provides Lender with written notice of the creditor, foreclosure,
execution or forfeiture proceeding; and (2) deposits with Lender monies or
a surety bond for the creditor, foreclosure, execution or forfeiture
proceeding, in an amount, in a form and containing terms and provisions as
required and determined by Lender, in its sole discretion.


 


H.            Change In Ownership.  Any change in ownership of Borrower and/or
Subsidiary.


 


9.2           Nature of Default.


 


A.            An Event of Default shall automatically occur
without the need for Lender


 


to issue any written demand and/or notice to
Borrower.


 


B.            No Event of Default shall be deemed waived by
Lender unless the waiver is in writing and executed by a duly authorized
corporate officer of Lender.


 


C.            No failure of Lender to take any action or
exercise any rights and/or remedies upon the occurrence of an Event of Default
shall constitute a waiver by Lender of any existing dissimilar or future
similar or dissimilar Event of Default on the part of or by Borrower.


 


10.           LENDER’S
RIGHTS.


 


10.1         List.  Upon the occurrence of an
Event of Default, Lender may, after giving such notices as maybe required by
applicable law:


 


A.            Declare the entire unpaid principal balance
on this Note and all accrued unpaid interest immediately due and payable in
full:


 


B.            Cease making any loans and/or advances to
Borrower under the Revolving Line of Credit;


 


4





















 


C.            Invoke the default rate of interest as
provided in Paragraph 8 hereof;


 


D.            Exercise all rights and remedies available to
Lender under this Note and/or under the Loan Agreement; and/or


 


E.             Exercise all rights and remedies available to
Lender under the Laws, case decisions of the Commonwealth of Pennsylvania,
United States of America and Rules of Civil Procedure of the Commonwealth
of Pennsylvania and under the Federal Rules of Civil Procedure.


 


10.2.        Nature of Remedies.


 


A.            All remedies are cumulative and the failure
of Lender to exercise one, several or all remedies shall not be deemed an
election of remedies so as to preclude the Lender from subsequently exercising
remedies not originally exercised by Lender.


 


B.            Except as required by the case decisions,
Laws and Rules of Civil Procedure of the Commonwealth of Pennsylvania and
under the Federal Rules of Civil Procedure, Lender shall not be required
to give any notice to Borrower prior to the exercise of any rights and remedies
by Lender.


 


C.            In exercising its rights and remedies, Lender
may proceed against any assets of Borrower, whether pledged to Lender or not,
simultaneously and/or in any order as Lender in its sole discretion deems
advisable.


 


11.           ATTORNEYS’
FEES; EXPENSES.  Upon the occurrence of
an Event of Default, in the event Lender enforces its rights and remedies under
this 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, subdivision, commission, body,
authority and/or quasi-government corporation, which regulates the 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
Note; (2) collection of amounts owed by Borrower to Lender under this
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,
subdivision or quasi-government corporation, which regulates the Borrower
and/or Subsidiary and/or Borrower’s business 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 Subsidiary’s assets
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.


 


12.           WAIVERS. 
Borrower hereby waives:


 


12.1         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
Note and/or the Loan Agreement, the enforcement and/or to the interpretation of
the Revolving Line of Credit, this Note and/or the Loan Agreement 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 Note 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


 


5





















 


and
remedies of this waiver and Borrower hereby voluntarily, intelligently and
knowingly waives the right to a trial by jury.


 


12.2             The right to any notice of the occurrence of
a default under this Note.


 


12.3             Benefits and protections of the legal and
equitable doctrines of marshalling of assets and election of remedies.


 


12.4             The right to any notice that Lender has
ceased making advances to Borrower under the Revolving Line of Credit.


 


12.5             The right to any notice prior to Lender
exercising any rights and remedies against Borrower, including but not limited
to right of Lender to accelerate and right to impose the default rate of
interest as provided for in the Note.


 


12.6             Notice of default, dishonor, notice of
dishonor, protest, notice of protest presentment and any and all notices
required under Article 3 of the Uniform Commercial Code as enacted in the
Commonwealth of Pennsylvania.


 


13.           GOVERNING
LAW.  This Note will be governed by,
interpreted, construed and enforced in accordance with federal law and the laws
of the Commonwealth of Pennsylvania. 
This Note has been accepted by Lender in the Commonwealth of
Pennsylvania.


 


14.           CHOICE OF VENUE AND JURISDICTION. 
Borrower consents and agrees that, at the sole discretion of Lender, any
and all legal and equitable proceedings arising directly or indirectly out of
or relating directly or indirectly to the Revolving Line of Credit, this Note
and/or the Loan Agreement, the enforcement and/or to the interpretation of the
Revolving Line of Credit, this Note and/or the Loan Agreement 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.  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 consent to venue and jurisdiction. Lender may file an original counterpart
or copy of this Section of this Note 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.


 


15.           RIGHT OF SETOFF. 
To the extent permitted by applicable law, Lender reserves a right of
setoff against all Borrower’s accounts with Lender and/or in the possession and
control of Lender (whether checking, savings, or some other account).  This includes all accounts Borrower holds
jointly with someone else and all accounts Borrower may open in the future. However,
this right of set off does not include any trust accounts, escrow accounts,
funds or assets which Borrower holds as a fiduciary and/or which setoff would
be prohibited by law. Borrower authorizes Lender, to the extent permitted by
applicable law, to charge or setoff all sums owing on Obligations of Borrower
against any and all such accounts, and, at Lender’s option, to administratively
freeze all such accounts to allow Lender to protect Lender’s charge and setoff
rights provided in this paragraph.


 


16.           SUCCESSOR INTERESTS.  The terms and provisions of this Note 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 Note or
the rights and privileges set forth in this Note without the prior written
consent of a duly authorized officer of Lender.


 


17.           PARTICIPATIONS. 
Lender may transfer, assign and/or sell participation(s) in this Note,
the Revolving Line of Credit and Loan Agreement at any time without the consent
of Borrower and any requirement on the part of Lender to notify Borrower.


 


6





















 


18.           GENERAL PROVISIONS.  Paragraph headings contained herein are for
descriptive purposes only and do not form part of the terms and provisions of
this Note.


 


19.           ENTIRE AGREEMENT.  This Note and the Loan Agreement contain all
of the terms, provisions, covenants and conditions concerning the extension of
the Revolving Line of Credit and there are no terms, provisions, covenants and conditions
concerning the Revolving Line of Credit that are not set forth in this Note and
the Loan Agreement.


 


20.           INTEREST RATE ON JUDGMENT.  In the event any judgment is entered in favor
of Lender and against Borrower on this Note, the interest rate on any judgment
will be the rate provided for in this Note.


 


PRIOR TO
SIGNING THIS NOTE, BORROWER HAS READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS
NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO THE
TERMS OF THE NOTE.


 


BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED
COPY OF THIS REVOLVING LINE OF CREDIT PROMISSORY NOTE.


 


THIS NOTE IS GIVEN UNDER SEAL AND IT IS
INTENDED THAT THIS NOTE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED
INSTRUMENT ACCORDING TO LAW.


 


	
   

  	
   

  	
  BORROWER: Frederick County Bancorp, Inc.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ William
  R. Talley, Jr.

  	
  (SEAL)

  	
  By:

  	
  /s/ Martin S.
  Lapera

  	
  (SEAL)

  
	
   

  	
  William R. Talley, Jr., Assistant Secretary

  	
   

  	
  Martin S. Lapera, President

  	
   

  
						



 


 


[AFFIX CORPORATE SEAL]


 


7