Exhibit 10.1
VIRGINIA STATUTORY NOTICE UNDER SECTION 8.01-433.1
THIS AGREEMENT CONTAINS A CONFESSION OF JUDGMENT PROVISION WHICH CONSTITUTES A
WAIVER OF IMPORTANT RIGHTS YOU MAY HAVE AS A DEBTOR AND ALLOWS THE CREDITOR TO
OBTAIN A JUDGMENT AGAINST YOU WITHOUT ANY FURTHER NOTICE
LOAN AGREEMENT
THIS LOAN AGREEMENT (this "Agreement") is made and entered into as of the 11th
day of August, 2008, by and between (i) EAGLE BANCORP, INC., a Maryland
corporation, having a mailing address of 7815 Woodmont Avenue, Bethesda,
Maryland
20814 (the "Borrower"), and (ii) UNITED BANK, a Virginia banking
corporation, having offices at 2071 Chain Bridge Road, Vienna, Virginia
22182
(the "Lender").
W I T N E S S E T H:
WHEREAS, the Borrower has applied to the Lender for a loan and other financial
accommodations (collectively, the "Loan"), the proceeds of which the Borrower
desires to use for working capital purposes, to finance capital contributions to
its banking subsidiary known as EagleBank, a Maryland banking corporation (the
"Operating Subsidiary") and its subsidiary known as Eagle Commercial Ventures,
LLC, a Maryland limited liability company ("Eagle Commercial Ventures"), and to
finance Lender-approved transaction costs and expenses relating to the Loan; and
WHEREAS, pursuant to that certain commitment letter dated July 3, 2008 and
revised July 14, 2008 (the "Commitment Letter"), issued by the Lender to the
Borrower, the Lender has agreed to make the Loan available to the Borrower, and
the parties hereto desire to confirm certain of their agreements and
understandings with respect to the Loan, as hereinafter provided.
NOW, THEREFORE, for Ten Dollars ($10.00) and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Borrower and the Lender agree as follows:
1.
LOAN AMOUNT.
THE AGGREGATE ADVANCES OUTSTANDING UNDER THE LOAN SHALL BE IN
THE MAXIMUM PRINCIPAL AMOUNT (THE "PRINCIPAL AMOUNT") OF TWENTY MILLION AND
NO/100 DOLLARS ($20,000,000.00), WHICH AMOUNT IS HEREINAFTER REFERRED TO AS THE
"COMMITMENT AMOUNT", AND SHALL BE EVIDENCED BY A CERTAIN PROMISSORY NOTE DATED
AS OF THE DATE HEREOF (TOGETHER WITH ALL RENEWALS, INCREASES, EXTENSIONS,
MODIFICATIONS, REPLACEMENTS AND SUBSTITUTIONS THEREOF OR THEREFOR, THE "NOTE"),
MADE BY THE BORROWER AND PAYABLE TO THE ORDER OF THE LENDER, IN THE PRINCIPAL
AMOUNT, AND BEARING INTEREST AND BEING PAYABLE IN ACCORDANCE WITH THE TERMS AND
CONDITIONS THEREIN SET FORTH.
ALL SUMS ADVANCED IN CONNECTION WITH THE LOAN
SHALL BE DEEMED TO BE ADVANCED UNDER THE NOTE.
THIS AGREEMENT, THE NOTE, THE
STOCK SECURITY AGREEMENT (HEREINAFTER DEFINED), ANY SWAP AGREEMENTS (AS DEFINED
IN 11 U.S.C. SECTION 101) AND OTHER INTEREST RATE PROTECTION AGREEMENTS AND ALL
OTHER DOCUMENTS, INSTRUMENTS OR MATERIALS NOW OR HEREAFTER EXECUTED, ISSUED OR
DELIVERED IN CONNECTION WITH THE LOAN, AS THE SAME MAY BE MODIFIED OR AMENDED
FROM TIME TO TIME, ARE COLLECTIVELY REFERRED TO HEREIN AS THE "LOAN DOCUMENTS".
2.
USE OF LOAN PROCEEDS.
THE PROCEEDS OF THE LOAN (THE "LOAN PROCEEDS") SHALL
BE USED SOLELY BY THE BORROWER FOR THE PURPOSES DESCRIBED IN THE RECITALS TO
THIS AGREEMENT.
THE LOAN PROCEEDS SHALL NOT