Exhibit 10(j)


 


AMENDMENT
TO LOAN DOCUMENTS


 


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


 


BACKGROUND


 


           A.       On
April 21, 2005, the Borrower executed and delivered to Bank, inter alia, a
Revolving Line of Credit Promissory Note (the “Note”)
evidencing a loan in the principal sum of Two Million and No/100 Dollars
($2,000,000.00) (the “Loan”) and that certain commitment letter dated March 31,
2005 (the “Commitment Letter”), as may be amended from time to time and other
documents described in or accompanying the Note, including, any pledge
agreements, collateral assignments, and other agreements, instruments,
certificates (collectively as amended from time to time, the “Loan Documents”)
which evidence or secure some or all of the Borrower’s obligations to the Bank
for one or more loans or other extensions of credit (the “Obligations”).


 


           B.       The
outstanding principal balance of the Loan as of August 25, 2008 is Zero
and No/100 Dollars ($0.00).


 


           C.       The
Borrower and the Bank desire to amend the Loan Documents as provided for in
this Amendment.


 


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


 


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


 


2.        The Borrower hereby certifies that: (a) all
of its representations and warranties in the Loan Documents, as amended by this
Amendment, are, except as may otherwise be stated in this Amendment: (i) true
and correct as of the date of this Amendment, (ii) ratified and confirmed
without condition as if made anew, and (iii) incorporated into this
Amendment by reference, (b) no Event of Default or event which, with the
passage of time or the giving of notice or both, would constitute an Event of
Default, exists under any Loan Document which will not be cured by the
execution and effectiveness of this Amendment, (c) no consent, approval,
order or authorization of, or registration or filing with, any third party is
required in connection with the execution, delivery and carrying out of this
Amendment or, if required, has been obtained, and (d) this Amendment has
been duly authorized, executed and delivered so that it constitutes the legal,
valid and binding obligation of the Borrower, enforceable in accordance with
its terms.  The Borrower confirms that
the Obligations remain outstanding without defense, set off, counterclaim,
discount or charge of any kind as of the date of this Amendment.


 


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


 


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


 


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


 

















 


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


 


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


 


           WITNESS the due execution of this Amendment as a
document under seal as of the date first written above.


 


	
  WITNESS / ATTEST:

  	
  FREDERICK COUNTY BANCORP, INC.

  	
   

  
	
   

  	
  a Maryland corporation

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Lisa D. Mulks

  	
   

  	
  By:

  	
  /s/ William R. Talley, Jr.

  	
   

  
	
  Print Name:

  	
  Lisa D. Mulks

  	
   

  	
   

  	
  William R. Talley, Jr.

  	
  (SEAL)

  
	
   

  	
   

  	
  Executive Vice President & CFO

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ATLANTIC CENTRAL BANKERS BANK

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bernadette M. Kibe

  	
   

  
	
   

  	
   

  	
  Bernadette M. Kibe

  	
  (SEAL)

  
	
   

  	
   

  	
  Assistant Vice President & Commercial
  Banking Officer

  
						



 


10(j)-2