Exhibit 10.2
STOCK SECURITY AGREEMENT
THIS STOCK SECURITY AGREEMENT (this "Security Agreement") is made as of
August 11, 2008, by and between (i) UNITED BANK, a Virginia banking corporation,
having offices at 2071 Chain Bridge Road, Vienna, Virginia
22182 (the
"Lender"), and (ii) EAGLE BANCORP, INC., a Maryland corporation, having a
mailing address of 7815 Woodmont Avenue, Bethesda, Maryland
20814 (the
"Pledgor" or the "Borrower").
WITNESSETH:
(B)
DEFINITIONS. ALL CAPITALIZED TERMS USED BUT NOT OTHERWISE DEFINED
HEREIN SHALL HAVE THE MEANINGS ATTRIBUTED TO SUCH TERMS IN THAT CERTAIN LOAN
AGREEMENT DATED THE DATE HEREOF (AS THE SAME MAY BE MODIFIED OR AMENDED FROM
TIME TO TIME, THE "LOAN AGREEMENT"), BY AND BETWEEN THE LENDER AND THE BORROWER.
(C)
GRANT OF SECURITY.
TO SECURE (I) THE OBLIGATIONS (AS DEFINED IN
THE LOAN AGREEMENT), AND THE PAYMENT AND PERFORMANCE OF THE OTHER OBLIGATIONS OF
THE BORROWER WITH RESPECT TO A CERTAIN LOAN AND OTHER FINANCIAL ACCOMMODATIONS
(COLLECTIVELY, THE "LOAN") MADE TO THE BORROWER BY THE LENDER PURSUANT TO THE
LOAN AGREEMENT IN THE ORIGINAL MAXIMUM PRINCIPAL AMOUNT OF TWENTY MILLION AND
NO/100 DOLLAR ($20,000,000.00), INCLUDING ALL INTEREST, FEES AND OTHER CHARGES
PAYABLE IN CONNECTION WITH THE LOAN, WHICH LOAN IS EVIDENCED BY THE NOTE IN THE
MAXIMUM PRINCIPAL AMOUNT OF TWENTY MILLION AND NO/100 DOLLARS ($20,000,000.00);
AND (II) ANY OTHER INDEBTEDNESS OR LIABILITY OF THE BORROWER TO THE LENDER
WHETHER DIRECT OR INDIRECT, JOINT, SEVERAL OR JOINT AND SEVERAL, ABSOLUTE OR
CONTINGENT, DUE OR TO BECOME DUE OR NOW EXISTING OR HEREAFTER CREATED OR
ARISING, INCLUDING WITHOUT LIMITATION ALL FUTURE ADVANCES OR LOANS WHICH MAY BE
MADE BY ANY LENDER IN CONNECTION WITH THE LOAN OR OTHERWISE (ALL OF THE
FOREGOING BEING HEREIN COLLECTIVELY REFERRED TO AS THE "OBLIGATIONS"), PLEDGOR
HEREBY GRANTS AND CONVEYS TO THE LENDER A SECURITY INTEREST IN THE PROPERTY
DESCRIBED IN SCHEDULE A HERETO, TOGETHER WITH ALL PROCEEDS THEREOF (THE
"COLLATERAL").
(D)
LIEN PRIORITY.
AS A RESULT OF THE FOREGOING GRANT BY PLEDGOR TO THE
LENDER OF A SECURITY INTEREST IN THE COLLATERAL, THE LENDER SHALL HAVE A FIRST
LIEN SECURITY INTEREST IN THE COLLATERAL, FREE AND CLEAR OF ANY AND ALL LIENS,
SECURITY INTERESTS, CLAIMS, CHARGES AND OTHER ENCUMBRANCES WHATSOEVER.
(E)
REPRESENTATIONS AND WARRANTIES.
PLEDGOR HEREBY REPRESENTS AND
WARRANTS AS FOLLOWS:
(I)
THAT PLEDGOR IS THE OWNER AND HOLDER OF THE NUMBER OF SHARES LISTED ON
SCHEDULE A HERETO OF THE ISSUED AND OUTSTANDING COMMON STOCK OF EACH OF THE
COMPANIES LISTED ON SCHEDULE A HERETO (COLLECTIVELY, THE "COMPANIES"), AND SUCH
SHARES REPRESENT THE PERCENTAGE OF ISSUED AND OUTSTANDING CAPITAL STOCK OF SUCH
COMPANIES SHOWN ON SCHEDULE A HERETO;
(II)
THAT THE COLLATERAL IS LEGALLY AND EQUITABLY OWNED BY PLEDGOR FREE AND
CLEAR OF ANY AND ALL LIENS, SECURITY INTERESTS, CLAIMS, CHARGES AND OTHER
ENCUMBRANCES WHATSOEVER;
(III)
THAT ALL OF THE COLLATERAL HAS BEEN DULY AUTHORIZED AND VALIDLY ISSUED
AND IS FULLY PAID AND NONASSESSABLE;
(IV)
THAT THIS SECURITY AGREEMENT CONSTITUTES A VALID SECURITY INTEREST IN THE
COLLATERAL, SECURING THE OBLIGATIONS FOR THE BENEFIT OF THE LENDER,