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EXHIBIT 10.34
COMPLETION GUARANTY AGREEMENT
THIS
COMPLETION GUARANTY AGREEMENT (this "Agreement") is made as of
November 3, 2005, to MANUFACTURERS AND TRADERS TRUST COMPANY, a New
York banking
corporation (the "Bank"), by OLD LINE BANCSHARES, INC., a Maryland
corporation
(the "Guarantor"), witnesseth:
RECITALS
The Bank
has agreed to make a construction loan that may convert to a
term
loan (collectively, the "Credit Facility") available to Pointer
Ridge Office
Investment, LLC, a Maryland limited liability company (the
"Borrower"), subject
to and in accordance with that certain Loan Agreement dated
November 3, 2005
(which Loan Agreement, as the same may from time to time be
amended, restated,
supplemented or otherwise modified is herein called the "Loan
Agreement"), by
and between the Borrower and the Bank. The Guarantor has requested
the Bank to
make the Credit Facility available to the Borrower, and the Bank
has agreed to
do so, provided that, among other things, the Guarantor guarantees
the
completion of the Project (hereinafter defined) as set forth
herein.
NOW,
THEREFORE, in order to induce the Bank to make the Credit
Facility
available to the Borrower, the Guarantor agrees and covenants with
the Bank as
follows:
1.
RECITALS AND CERTAIN DEFINITIONS. The Guarantor acknowledges that
the
above recitals are true and correct, and hereby incorporates the
same by this
reference into the body of this Agreement. The term "Financing
Documents" as
used herein means collectively and includes this Agreement, the
Loan Agreement,
the Note (as such term is defined in the Loan Agreement), the Deed
of Trust (as
such term is defined in the Loan Agreement) and any other
instrument, document
or agreement both now and hereafter executed, delivered or
furnished by the
Borrower or any other person evidencing, guaranteeing, securing or
in connection
with, the Credit Facility. The term "Project" as used herein means
the
construction of the Improvements (as such term is defined in the
Loan Agreement)
on the Land (as such term is defined in the Loan Agreement) in
accordance with
the Plans and Specifications (as such term is defined in the Loan
Agreement).
The term "Borrower's Obligations" means all present and future
debts,
obligations and liabilities of the Borrower to the Bank arising
pursuant to,
and/or on account of, the provisions of the Loan Agreement, the
Note and any of
the other Financing Documents, including, without limitation, the
obligation (a)
to pay all principal, interest, late charges and prepayment
premiums (if any)
due at any time under the Note; (b) to pay all expenses,
indemnification
payments and other sums due at any time under the Deed of Trust,
together with
interest thereon as provided in the Note; and (c) to perform,
observe and comply
with all of the terms, covenants and conditions, expressed or
implied, which the
Borrower is required to perform, observe or comply with pursuant to
the terms of
the Loan Agreement, the Deed of Trust or any of the other Financing
Documents.
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2.
GUARANTY. If the Borrower:
(a) fails to complete the Improvements on the Land free of liens
except
those permitted by any of the Financing Documents and by the
Completion Date (as
such term is defined in the Loan Agreement) in accordance with the
Plans and
Specifications with only such amendments thereto as shall be
approved by the
Bank, and in accordance in all material respects with all material
laws, rules,
regulations and requirements of all governmental authorities
having
jurisdiction, or
(b) fails to keep the Property (as such term is defined in the
Loan
Agreement) free from all liens and claims which may be filed or
made for
performing work and labor thereon or furnishing materials therefor
in connection
with the construction thereof, or both, except to the extent any of
the same are
permitted by any of the Financing Documents, then the Guarantor
hereby
unconditionally, irrevocably, jointly and severally guarantees to
the Bank that
the Guarantor shall, provided that sums under the Loan Agreement
are thereafter
advanced by the Bank in the manner therein provided:
(1) cause the Improvements to be completed free and clear of
liens
except those permitted by any of the Financing Documents in the
manner and
within the period of time required by the Loan Agreement, in
accordance with the
Plans and Specifications, amended only as aforesaid, and in
accordance in all
material respects with all material laws, rules, regulations and
requirements of
all governmental authorities having jurisdiction,
(2) cause any such liens to be removed and thereafter keep the
Property free from all such liens,
(3) make payment in full to all laborers, subcontractors and
materialmen on or before the Completion Date for the costs of the
Improvements,
and
(4) pay all costs and expenses incurred in completing the
activities
set forth in above subparts (1), (2) and (3) when due, and/or pay
to or
reimburse the Bank for all reasonable out of pocket expenses
incurred or to be
incurred by the Bank in completing the activities set forth above
in subparts
(1), (2) and (3) in accordance with the terms of the Loan Agreement
(such costs
and expenses and other sums being herein collectively called the
"Guarantor's
Monetary Obligations"), provided that, notwithstanding anything
herein to the
contrary, the Guarantor's liability for the Guarantor's Monetary
Obligation
hereunder shall be limited to an amount not to exceed fifty percent
(50%) of the
aggregate Guarantor's Monetary Obligations (Guarantor's Limited
Obligations).
The
Guarantor's obligations to comply with subparts (1), and (2) and
(3)
are herein collectively called the "Guarantor's Non-Monetary
Obligations, and
collectively, the Guarantor's Non-Monetary Obligations," and the
Guarantor's
Monetary Obligations are herein collectively called the
"Guarantor's
Obligations."
3.
ABSOLUTE GUARANTY, ETC. The guaranty of the Guarantor's Limited
Obligations under this Agreement is a guaranty of payment and not
of collection.
The Guarantor's
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Obligations shall remain in full force and effect until all of the
Guarantor's
Non-Monetary Obligations are fully completed, and the Guarantor's
Limited
Obligations are indefeasibly paid in full. Once all of Guarantor's
Limited
Obligations have been indefeasibly paid in full, and Guarantor's
Non-Monetary
Obligations are fully completed, then Guarantor's Obligations shall
be deemed to
be fully satisfied, and this Agreement, without any further action
by the Bank,
shall be deemed terminated, and Guarantor shall have no further
liability
hereunder. The obligations and liabilities of the Guarantor under
this Agreement
are the primary, direct and immediate obligations of the Guarantor
and shall in
no way be affected, limited, impaired, modified or released by,
subject to or
conditioned upon, and may be enforced against the Guarantor
irrespective of (a)
any attempt, pursuit, enforcement or exhaustion of any rights and
remedies the
Bank may at any time have to collect any or all of the Borrower's
Obligations,
whether pursuant to any of the Financing Documents or otherwise,
from the
Borrower, from any other maker, endorser, surety or guarantor of,
or pledgor of
collateral and security for, all or any part of the Borrower's
Obligations (each
such other maker, endorser, surety, guarantor or pledgor an
"Obligor" and
collectively, the "Obligors"), and/or by any resort or recourse to
or against
any collateral and security for all or any part of the Borrower's
Obligations,
(b) the invalidity, irregularity, lack of priority or
unenforceability in whole
or in part of any or all of the Financing Documents, (c) any
counter-claim,
recoupment, setoff, reduction or defense based on any claim the
Guarantor may
now or hereafter have against the Bank, the Borrower or any
Obligor, (d) the
voluntary or involuntary liquidation, dissolution, termination,
merger, sale or
other disposition of the Borrower or any of the Borrower's assets
and
properties, (e) any bankruptcy, reorganization, insolvency or
similar
proceedings for the relief of debtors under any federal or state
law by or
against the Borrower or any Obligor, or, any discharge, limitation,
modification
or release of liability of the Borrower or any Obligor by virtue of
any such
proceedings, (f) any event, circumstance or matter to which the
Guarantor has
consented pursuant to the provisions of paragraph 4 hereof, and (g)
any other
event or circumstance which might otherwise constitute a legal or
equitable
discharge, release or defense of a guarantor or surety, whether
similar or
dissimilar to the foregoing.
4.
CONSENTS, ETC. Without notice to, or further consent of, the
Guarantor,
except as otherwise provided in any of the Financing Documents, the
Guarantor
hereby consents that the Bank may at any time and from time to time
on one or
more occasions (a) renew, extend, accelerate, subordinate, change
the time or
manner of payment or performance of, or otherwise deal with in any
manner
satisfactory to the Bank any of the terms and provisions of, all or
any part of
the Borrower's Obligations, (b) waive, excuse, release, change,
amend, modify or
otherwise deal with in any manner satisfactory to the Bank any of
the provisions
of any of the Financing Documents, (c) release the Borrower or any
or all of the
Obligors, (d) waive, omit or delay the exercise of any of its
powers, rights and
remedies against the Borrower or all or any of the Obligors or any
collateral
and security for all or any part of the Borrower's Obligations, (e)
release,
substitute, subordinate, add, fail to maintain, preserve or perfect
any of its
liens on, security interests in or rights to, or otherwise deal
with in any
manner satisfactory to the Bank, any collateral and security for
all or any part
of the Borrower's Obligations, (f) apply any payments of all or any
of the
Borrower's Obligations received from the Borrower, the Guarantor,
any Obligor or
any other party or source whatsoever to the Borrower's Obligations
in such order
and manner as the Bank in its sole and absolute discretion may
determine, or (g)
take or omit to take any other action, whether similar or
dissimilar to the
foregoing which may or might in any
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manner or to any extent vary the risk of the Guarantor or otherwise
operate as a
legal or equitable discharge, release or defense of the Guarantor
under
applicable laws.
5.
WAIVERS. The Guarantor hereby waives (a) notice of the execution
and
delivery of any of the Financing Documents, (b) notice of the
creation of any of
the Borrower's Obligations, (c) notice of the Bank's acceptance of
and reliance
on this Agreement, (d) presentment and demand for payment of the
Borrower's
Obligations and notice of non-payment and protest of non-payment of
the
Borrower's Obligations, (e) any notice from the Bank of the
financial condition
of the Borrower regardless of the Bank's knowledge thereof, (f)
demand for
observance, performance or enforcement of, or notice of default
under, any of
the provisions of this Agreement or any of the Financing Documents,
and all
other demands and notices otherwise required by law which the
Guarantor may
lawfully waive, except for any notice expressly provided for herein
or in any of
the Financing Documents, (g) any right or claim to cause a
marshalling of the
assets of the Borrower or any Obligor, (h) any defense at law or in
equity based
on the adequacy or value of the consideration for this Agreement,
(i) any right
or claim the Guarantor may now or hereafter have against the
Borrower or any
Obligor arising by way of subrogation, reimbursement, indemnity,
contribution,
exoneration or otherwise arising from or in connection with any
payment the
Guarantor may ever make to or for the benefit of the Bank pursuant
to this
Agreement and (j) all defenses and discharges based on
suretyship.
6.
CHANGES. The Guarantor hereby agrees that the Plans and
Specifications,
the schedule of advances, and any other terms, covenants and
conditions
contained in the Loan Agreement, the construction contract with any
contractor
or any of the Financing Documents may be altered, extended,
changed, modified or
released by the Borrower, with the approval of the Bank, and
without not
