EX-10.41






Exhibit 10.41




December 30, 2008




Mark DuHamel

FirstMerit Corporation

Executive Vice President and Treasurer





	Re:	 	$15,000,000.00 Committed Line of Credit




Dear Mr. DuHamel:



We are pleased to inform you that PNC Bank, National Association (the “Bank”), has approved your
request for a committed line of credit to FirstMerit Corporation (the “Borrower”). We look forward
to this opportunity to help you meet the financing needs of your business. All the details
regarding your line of credit are outlined in the following sections of this letter.



1. Facility and Use of Proceeds. This is a committed revolving line of credit under which
the Borrower may request and the Bank, subject to the terms and conditions of this letter, will
make advances to the Borrower from time to time until the Expiration Date, in an amount in the
aggregate at any time outstanding not to exceed $15,000,000.00 (the “Line of Credit” or the
“Loan”). The “Expiration Date” means December 29, 2010, or such later date as may be designated by
the Bank by written notice to the Borrower. Advances under the Line of Credit will be used for
working capital or other general business purposes of the Borrower.



2. Note. The obligation of the Borrower to repay advances under the Line of Credit shall
be evidenced by a promissory note (the “Note”) in form and content satisfactory to the Bank.




     This letter (the “Letter Agreement”), the Note and the other agreements and documents executed
and/or delivered pursuant hereto, as each may be amended, modified, extended or renewed from time
to time, will constitute the “Loan Documents.” Capitalized terms not defined herein shall have the
meaning ascribed to them in the Loan Documents.



     The Loan will be cross-collateralized and cross-defaulted with all other present and future
obligations of the Borrower to the Bank.



 









 





FirstMerit Corporation

December 30, 2008

Page 2



3. Interest Rate. Interest on the unpaid balance of the Line of Credit advances will be
charged at the rates, and be payable on the dates and times, set forth in the Note.



4. Repayment; Prepayment and Reduction of Line of Credit. Subject to the terms and
conditions of this Letter Agreement, the Borrower may borrow, repay and reborrow under the Line of
Credit until the Expiration Date, on which date the outstanding principal balance and any accrued
but unpaid interest shall be due and payable. Interest will be due and payable as set forth in the
Note, and will be computed on the basis of a year of 360 days and paid on the actual number of days
that principal is outstanding.




     The Borrower shall have the right, at its election, to prepay the outstanding amount of the
Loan, as a whole or in part, at any time without penalty or premium; provided, that any
full or partial prepayment of any Loans bearing interest at LIBOR made on a day other than the last
day of the LIBOR Interest Period relating thereto shall be subject to the payment of additional
costs described in Section 7 of the Note and shall be accompanied by the payment of accrued
interest on the principal amount prepaid to the date of prepayment.



     The Borrower shall have the right, at its election, to terminate in whole or reduce in part
the unused portion of the Line of Credit, at any time; provided, that each partial
reduction shall be in minimum amounts of $1,000,000.00 or a multiple integral thereof.


5. Covenants. Unless compliance is waived in writing by the Bank, until payment in full of
the Loan and termination of the commitment for the Line of Credit:




     (a) The Borrower will promptly submit to the Bank such information as the Bank may reasonably
request relating to the Borrower’s affairs (including but not limited to Financial Statements (as
hereinafter defined)) and/or any security for the Loan.



     (b) The Borrower will not make or permit any change in its form of organization or the nature
of its business as carried on as of the date of this Letter Agreement.



     (c) The Borrower will provide prompt written notice to the Bank of the occurrence of any of
the following (together with a description of the action which the Borrower proposes to take with
respect thereto): (i) any Event of Default or any event, act or condition which, with the passage
of time or the giving of notice, or both, would constitute an Event of Default, (ii) any material
litigation filed by or against the Borrower, or a material investigation of, or material
restrictions imposed on, the Borrower by any governmental authority, (iii) any Reportable Event or
Prohibited Transaction with respect to any Employee Benefit Plan(s) (as defined in the Employee
Retirement Income Security Act of 1974, as amended from time to time, “ERISA”) or (iv) any event
which might result
in a material adverse change in the business, assets, operations, condition (financial or
otherwise) or results of operation of the Borrower.



 









 





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December 30, 2008

Page 3




     (d) The Borrower will maintain, with financially sound and reputable insurers, insurance with
respect to its property and business against such casualties and contingencies, of such types and
in such amounts, as is customary for established companies engaged in the same or similar business
and similarly situated; and shall, upon the reasonable request of the Bank provide the Bank with
evidence of such insurance.



     (e) The Borrower will maintain books and records in accordance with GAAP and give
representatives of the Bank access thereto at all reasonable times, including permission to
examine, copy and make abstracts from any of such books and records and such other information as
the Bank may from time to time reasonably request, and the Borrower will make available to the Bank
for examination copies of any reports, statements and returns which the Borrower may make to or
file with any federal, state or local governmental department, bureau or agency.



     (f) The Borrower will comply with all laws applicable to the Borrower and to the operation of
its business (including without limitation any statute, ordinance, rule or regulation relating to
employment practices, pension benefits or environmental, occupational and health standards and
controls).



     (g) The Borrower will comply with the financial and other covenants included in Exhibit “A”
hereto.


6. Representations and Warranties. To induce the Bank to extend the Loan and upon the
making of each advance to the Borrower under the Line of Credit, the Borrower represents and
warrants as follows:




     (a) The Borrower has delivered or caused to be delivered to the Bank its most recent balance
sheet, income statement and statement of cash flows (as applicable, the “Historical Financial
Statements”). The Historical Financial Statements are true, complete and accurate in all material
respects and fairly present the financial condition, assets and liabilities, whether accrued,
absolute, contingent or otherwise and the results of the Borrower’s operations for the period
specified therein. The Historical Financial Statements have been prepared in accordance with
generally accepted accounting principles (“GAAP”) consistently applied from period to period,
subject in the case of interim statements to normal year-end adjustments and to any comments and
notes acceptable to the Bank in its sole discretion.



     (b) Since the date of the most recent Financial Statements (as hereinafter defined), the
Borrower has not suffered any damage, destruction or loss, and no event or condition has occurred
or exists, which has resulted or could reasonably result in a material adverse change in its
business, assets, operations, condition (financial or otherwise) or results of operation.



     (c) There are no actions, suits, proceedings or governmental investigations pending or, to the
knowledge of the Borrower, threatened against the Borrower, which could reasonably be
expected to result in a material adverse change in its business, assets, operations, condition
(financial or otherwise) or results of operations and there is no basis known to the Borrower for
any action,



 









 





FirstMerit Corporation

December 30, 2008

Page 4



suit, proceeding or investigation which could result in such a material adverse change,
other than as listed on Exhibit “B” hereto.




     (d) The Borrower has filed all returns and reports that are required to be filed by it in
connection with any federal, state or local tax, duty or charge levied, assessed or imposed upon
the Borrower or its property, including unemployment, social security and similar taxes and all of
such taxes have been either paid or adequate reserves of the estimated amounts thereof or other
provisionS has been made therefor.



     (e) The Borrower is duly organized, validly existing and in good standing under the laws of
the state of its incorporation or organization and has the power and authority to own and operate
its assets and to conduct its business as now or proposed to be carried on, and is duly qualified,
licensed and in good standing to do business in all jurisdictions where its ownership of property
or the nature of its business requires such qualification or licensing.



     (f) The Borrower has full power and authority to enter into the transactions provided for in
this Letter Agreement and has been duly authorized to do so by all necessary and appropriate action
and when executed and delivered by the Borrower, this Letter Agreement and the other Loan Documents
will constitute the legal, valid and binding obligations of the Borrower, enforceable against the
Borrower in accordance with their terms.



     (g) There does not exist any default or violation by the Borrower of or under any of the
terms, conditions or obligations of: (i) its organizational documents; (ii) any indenture,
mortgage, deed of trust, franchise, permit, contract, agreement, or other instrument to which it is
a party or by which it is bound; or (iii) any law, regulation, ruling, order, injunction, decree,
condition or other requirement applicable to or imposed upon the Borrower by any law or by any
governmental authority, court or agency; and the consummation of this Agreement and the
transactions set forth herein will not result in any such default or violation or Event of Default.



     (h) The Borrower has good and marketable title to the assets reflected on the most recent
Financial Statements, free and clear of all liens and encumbrances, except for (i) current taxes
and assessments not yet due and payable, (ii) assets disposed of by the Borrower in the ordinary
course of business since the date of the most recent Financial Statements, and (iii) those liens or
encumbrances, if any, specified on Exhibit “B” hereto.



     (i) Each employee benefit plan as to which the Borrower may have any liability complies in all
material respects with all applicable provisions of ERISA, including minimum funding requirements,
and (i) no Prohibited Transaction (as defined under ERISA) has occurred with respect to any such
plan, (ii) no Reportable Event (as defined under Section 4043 of ERISA) has occurred with respect
to any such plan which would cause the Pension Benefit Guaranty Corporation to institute
proceedings under Section 4042 of ERISA, (iii) the Borrower has not withdrawn from any such plan or
initiated steps to do so, and (iv) no steps have been taken to terminate any such plan.



 









 





FirstMerit Corporation

December 30, 2008

Page 5




     (j) The Borrower is in compliance, in all material respects, with all Environmental Laws (as
hereinafter defined), including, without limitation, all Environmental Laws in jurisdictions in
which the Borrower owns or operates, or has owned or operated, a facility or site, stores
Collateral, arranges or has arranged for disposal or treatment of hazardous substances, solid waste
or other waste, accepts or has accepted for transport any hazardous substances, solid waste or
other wastes or holds or has held any interest in real property or otherwise. Except as otherwise
disclosed on Exhibit “B”, no litigation or proceeding arising under, relating to or in connection
with any Environmental Law is pending or, to the best of the Borrower’s knowledge, threatened
against the Borrower, any real property which the Borrower holds or has held an interest or any
past or present operation of the Borrower. No release, threatened release or disposal of hazardous
waste, solid waste or other wastes is occurring, or to the best of the Borrower’s knowledge has
occurred, on, under or to any real property in which the Borrower holds or has held any interest or
performs or has performed any of its operations, in violation of any Environmental Law. As used in
this Section, “litigation or proceeding” means any demand, claim notice, suit, suit in equity,
action, administrative action, investigation or inquiry whether brought by a governmental authority
or other person, and “Environmental Laws” means all provisions of laws, statutes, ordinances,
rules, regulations, permits, licenses, judgments, writs, injunctions, decrees, orders, awards and
standards promulgated by any governmental authority concerning health, safety and protection of,
or regulation of the discharge of substances into, the environment.



     (k) No part of the proceeds of the Loan will be used for “purchasing” or “carrying” any
“margin stock” within the respective meanings of each of the quoted terms under Regulation U of the
Board of Governors of the Federal Reserve System as now and from time to time in effect or for any
purpose which violates the provisions of the Regulations of such Board of Governors.



     (l) As of the date hereof and after giving effect to the transactions contemplated by the Loan
Documents, (i) the aggregate value of the Borrower’s assets will exceed its liabilities (including
contingent, subordinated, unmatured and unliquidated liabilities), (ii) the Borrower will have
sufficient cash flow to enable it to pay its debts as they become due, and (iii) the Borrower will
not have unreasonably small capital for the business in which it is engaged.



     (m) None of the Loan Documents contains or will contain any untrue statement of material fact
or omits or will omit to state a material fact necessary in order to make the statements contained
in this Agreement or the Loan Documents not misleading. There is no fact known to the Borrower
which materially adversely affects or, so far as the Borrower can now foresee, might materially
adversely affect the business, assets, operations, condition (financial or otherwise) or results of
operation of the Borrower and which has not otherwise been fully set forth in this Agreement or in
the Loan Documents.


7. Fee. On the date of the Note, the Borrower shall pay to the Bank a fee of [$15,000.00.]
In addition, beginning on the last day of the quarter after the date of the Note and continuing on
the last day of each quarter thereafter until the Expiration Date, the Borrower shall pay an unused
fee to the Bank, in arrears, at the rate of one-tenth of one percent (.10%) per annum on the
average daily balance of the Line of Credit which is undisbursed and uncancelled during the
preceding quarter.




 









 








FirstMerit Corporation

December 30, 2008

Page 6



The unused fee shall be computed on the basis of a year of 360 days and paid on the actual number
of days elapsed.



8. Expenses. The Borrower agrees to reimburse the Bank, upon execution of this Letter
Agreement and otherwise on demand, for the Bank’s out-of-pocket expenses incurred or to be incurred
at any time in conducting UCC, title and other public record searches, and in filing and recording
documents in the public records to perfect the Bank’s liens and security interests. The Borrower
shall also pay the Bank on the date of the Note, a document services fee of [$2,000.00] for
documenting and closing this transaction (which includes the fees and expenses of the Bank’s
in-house counsel). The Borrower shall also reimburse the Bank for the Bank’s expenses (including
the reasonable fees and expenses of the Bank’s outside and in-house counsel) in connection with any
amendments, modifications or renewals of the Loan, and in connection with the collection of all of
the Borrower’s obligations to the Bank, including but not limited to enforcement actions relating
to the Loan, whether through judicial proceedings or otherwise.



9. Conditions.




     (a) Conditions to Initial Advance. The Bank’s obligation to make the initial advance
under the Loan is subject to the conditions that as of the date of such initial advance:




     (i) All corporate (or other) action necessary for the valid execution, delivery and
performance by the Borrower of this Letter Agreement and the other Loan Documents shall have
been duly and effectively taken, and evidence thereof satisfactory to the Bank shall have
been provided to the Bank;




     (ii) The Bank shall have received copies, certified by a duly authorized officer of the
Borrower to be true and complete, of the certificate or articles of incorporation and
by-laws of the Borrower;




     (iii) The Bank shall have received from the Borrower an incumbency certificate signed
by a duly authorized officer of the Borrower, and giving the name and bearing the specimen
signature of each individual who shall be authorized, in the name and on behalf of the
Borrower (i) to sign each of the Loan Documents, (ii) to make requests for advances and
(iii) to give notices and to take other action on its behalf under the Loan Documents;




     (iv) The Bank shall have received a certificate of the chief financial officer or
treasurer of the Borrower certifying that, after giving effect to the transactions
contemplated by the Loan Documents, (i) the aggregate value of the Borrower’s assets will
exceed its liabilities (including contingent, subordinated, unmatured and unliquidated
liabilities), (ii) the Borrower will have sufficient cash flow to enable it to pay its debts
as they become due, and (iii) the Borrower will not have unreasonably small capital for the
business in which it is engaged;




     (v) The Bank shall have received a certificate of an authorized officer of the



 









 





FirstMerit Corporation

December 30, 2008

Page 7





Borrower
certifying as to the satisfaction of the conditions set forth in Section 9(b)(i) and (ii);




     (vi) The Loan Documents shall have been duly executed and delivered, shall be in full
force and effect, and shall be in form and substance satisfactory to the Bank;




     (vii) The Borrower shall have paid to the Bank all fees and expenses subject to
reimbursement; and




     (viii) The Bank shall be reasonably satisfied as to the amount and nature of all tax,
ERISA, employee retirement benefit and other contingent liabilities to which the Borrower
may be subject.



     (b) Conditions to All Advances. The Bank’s obligation to make any advance under the
Loan is subject to the conditions that as of the date of such advance:




     (i) Each of the representations and warranties of the Borrower contained in this Letter
Agreement, the other Loan Documents or in any document or instrument delivered pursuant to
or in connection with this Letter Agreement shall be true as of the date as of which they
were made and shall also be true at and as of the time of the making of such advance;




     (ii) No Event of Default or event which with the passage of time, the giving of notice
or both would constitute an Event of Default shall have occurred and be continuing; and




     (iii) No material adverse change shall have occurred in the business, properties,
assets, operations, condition (financial or otherwise), results of operations or prospects
of the Borrower.


10. Additional Provisions. Before the first advance under the Loan, the Borrower shall
execute and deliver to the Bank the Note and the other required Loan Documents and such other
instruments and documents as the Bank may reasonably request, such as certified resolutions,
incumbency certificates or other evidence of authority. The Bank will not be obligated to make any
advance under the Line of Credit if any Event of Default or event which with the passage of time,
provision of notice or both would constitute an Event of Default shall have occurred and be
continuing.




     Prior to execution of the final Loan Documents, the Bank may terminate this Letter Agreement
if a material adverse change occurs with respect to the Borrower, the Guarantor, any collateral for
the Loan or any other person or entity connected in any way with the Loan, or if the Borrower fails
to comply with any of the terms and conditions of this Letter Agreement, or if the Bank reasonably
determines that any of the conditions cannot be met.



     This Letter Agreement is governed by the laws of the Commonwealth of Pennsylvania. No
modification, amendment or waiver of any of the terms of this Letter Agreement, nor any consent to



 









 





FirstMerit Corporation

December 30, 2008

Page 8



any departure by the Borrower therefrom, will be effective unless made in a writing signed by the
party to be charged, and then such waiver or consent shall be effective only in the specific
instance
and for the purpose for which given. When accepted, this Letter Agreement and the other Loan
Documents will constitute the entire agreement between the Bank and the Borrower concerning the
Loan, and shall replace all prior understandings, statements, negotiations and written materials
relating to the Loan.




     The Bank will not be responsible for any damages, consequential, incidental, special, punitive
or otherwise, that may be incurred or alleged by any person or entity, including the Borrower, as a
result of this Letter Agreement, the other Loan Documents, the transactions contemplated hereby or
thereby, or the use of proceeds of the Loan.



     THE BORROWER AND THE BANK IRREVOCABLY WAIVE ANY AND ALL RIGHTS THEY MAY HAVE TO A TRIAL BY
JURY IN ANY ACTION, PROCEEDING OR CLAIM OF ANY NATURE ARISING OUT OF THIS LETTER AGREEMENT, THE
OTHER LOAN DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED IN ANY OF SUCH DOCUMENTS AND ACKNOWLEDGE
THAT THE FOREGOING WAIVER IS KNOWING AND VOLUNTARY.



     If and when a loan closing occurs, this Letter Agreement (as the same may be amended from time
to time) shall survive the closing and will serve as our loan agreement throughout the term of the
Loan.



     To accept these terms, please sign the enclosed copy of this Letter Agreement as set forth
below and the Loan Documents and return them to the Bank within ten (10) days from the date of this
Letter Agreement, or this Letter Agreement may be terminated at the Bank’s option without liability
or further obligation of the Bank.



     Thank you for giving PNC Bank this opportunity to work with your business. We look forward to
other ways in which we may be of service to your business or to you personally.



	 	 	 	 	 
	Very truly yours,




PNC BANK, NATIONAL ASSOCIATION

 	 	 
	By:  	 	 	 
	 
	Title: 	 	 	 
	 	 	 	 



 









 






	 	 	 	 	 



FirstMerit Corporation

December 30, 2008

Page 9




ACCEPTANCE



With the intent to be legally bound hereby, the above terms and conditions are hereby agreed to and
accepted as of this 30th day of December, 2008.




	 	 	 	 	 
	 	BORROWER:




FIRSTMERIT CORPORATION

 	 
	 	By:  	/s/ Mark N. DuHamel
 	 
	 	 		 (SEAL)	 
	 	 	Print Name:  	 Mark N. DuHamel 	 
	 	 	Title:  	Exec. Vice President and Treasurer 	 
	 




 











 





FirstMerit Corporation

December 30, 2008

Page 10



EXHIBIT A

TO LETTER AGREEMENT

DATED DECEMBER 30, 2008




     A. FINANCIAL REPORTING COVENANTS:




     The Borrower will deliver to the Bank (and such delivery obligation will be satisfied by the
Borrower’s timely filing with the appropriate regulatory authorities of its 10Q, 10K and other
regulatory documents):



          (a) Financial Statements for its fiscal year, within ninety (90) days after fiscal year end,
audited and certified without qualification by a certified public accountant reasonably acceptable
to the Bank.




          (b) Financial Statements for each of the first three fiscal quarters, within forty-five (45)
days after the quarter end, together with year-to-date and comparative figures for the
corresponding periods of the prior year, certified as true and correct by its chief financial
officer or treasurer.




          (c) With each delivery of Financial Statements (1) a certificate of the Borrower’s chief
financial officer or treasurer as to the Borrower’s compliance with the financial covenants set
forth below, if any, for the period then ended and whether any Event of Default exists, and, if so,
the nature thereof and the corrective measures the Borrower proposes to take, and (2) duly executed
copies of the Borrower’s then current FR Report Y-9C and FR Report Y-9LP, and a duly executed copy
of the then current Call Report for each Financial Institution Subsidiary. The above-referenced
certificate shall set forth all detailed calculations necessary to demonstrate such compliance.




     “Financial Statements” means the consolidated balance sheet and statements of income and cash
flows prepared in accordance with generally accepted accounting principles in effect from time to
time (“GAAP”) applied on a consistent basis (subject in the case of interim statements to normal
year-end adjustments).



     B. FINANCIAL COVENANTS:




     (1) The Borrower will maintain at all times, on a rolling four quarter basis, a Return on
Average Assets of at least 0.75%.



     (2) The Borrower will not permit, at any time, on a consolidated basis, its Nonperforming
Assets to exceed more than 2.50% of the sum of (a) Total Loans (excluding loans held for sale) plus
(b) Other Real Estate Owned.



 









 




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December 30, 2008

Page 11




     (3) The Borrower will maintain at all times a Total Risk Based Capital Ratio of at least
11.0%.



     As used herein:



     “Financial Institution Subsidiary” means FirstMerit Bank, N.A. and each other subsidiary of
the Borrower, whether existing or hereafter formed or acquired, that is a regulated financial
institution.



     “Nonperforming Assets” means the sum of (a) Nonperforming Loans plus (b) nonaccrual
investment securities plus (c) Other Real Estate Owned, as determined in accordance with,
and as set forth on, Borrower’s FR Report Y-9C.



     “Nonperforming Loans” means the sum of (a) nonaccrual loans and lease financing receivables
plus (b) loans and lease financing receivables that are contractually past due 90 days or
more as to interest or principal and are still accruing interest plus (c) loans for which
the terms have been modified due to a deterioration in the financial position of the borrower, all
as determined in accordance with, and as set forth on, Borrower’s FR Report Y-9C.



     “Other Real Estate Owned” means the sum of (a) real estate acquired in satisfaction of debts
previously contracted plus (b) other real estate owned, as determined in accordance with,
and as set forth on, on Schedule HC-M of Borrower’s FR Report Y-9C.



     “Return on Average Assets” means, on a consolidated basis, a Return on Average Assets for the
current and the prior three fiscal quarters, as determined by taking the sum of the Return on
Average Assets as reported in the Borrower’s SEC filings, divided by four (4).



     “Total Loans” means, for the Borrower on a consolidated basis, the line term “Loans net of
unearned income” set forth in the Borrower’s Financial Statements delivered pursuant to Section A
(Financial Reporting Covenants) of Exhibit A to this Letter Agreement.



     “Total Risk Based Capital Ratio” means Total Risk Based Capital Ratio as defined by the then
current Office of Thrift Supervision or Federal Deposit Insurance Corporation guidelines.



     All of the above financial covenants shall be computed and determined in accordance with GAAP
applied on a consistent basis (subject to normal year-end adjustments).



     C. NEGATIVE COVENANTS:




     (1) The Borrower will not, and will not allow any of its subsidiaries to, create, assume,
incur or suffer to exist any mortgage, pledge, encumbrance, security interest, lien or charge of
any kind upon any of its property, now owned or hereafter acquired, or acquire or agree to acquire
any kind of



 









 




FirstMerit Corporation

December 30, 2008

Page 12





property under conditional sales or other title retention agreements; provided,
however, that the foregoing restrictions shall not prevent the Borrower and its
subsidiaries from:



          (a) incurring liens for taxes, assessments or governmental charges or levies which shall not
at the time be due and payable or can thereafter be paid without penalty or are being contested in
good faith by appropriate proceedings diligently conducted and with respect to which it has created
adequate reserves;




          (b) making pledges or deposits to secure obligations under workers’ compensation laws or
similar legislation; or




          (c) granting liens or security interests in favor of the Bank.




     (2) The Borrower will not liquidate, or dissolve, or merge or consolidate with any person,
firm, corporation or other entity, or sell, lease, transfer or otherwise dispose of all or any
substantial part of its property or assets, whether now owned or hereafter acquired.



     (3) The Borrower will not make acquisitions of all or substantially all of the property or
assets of any person, firm, corporation or other entity.



     (4) The Borrower will not make or have outstanding any loans or advances to or otherwise
extend credit to any person, firm, corporation or other entity, except in the ordinary course of
business.



     (5) The Borrower will not enter into or carry out any transaction (including purchasing
property or services from or selling property or services to any affiliate of the Borrower) unless
such transaction is not otherwise prohibited by this Letter Agreement, is entered into in the
ordinary course of business upon fair and reasonable arm’s-length terms and conditions and is in
accordance with all applicable law.



 









 




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December 30, 2008

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EXHIBIT B

TO LETTER AGREEMENT

DATED DECEMBER 30, 2008




6(h) Title to Assets. Describe additional liens and encumbrances below:



None.




6(c) Litigation. Describe pending and threatened litigation, investigations, proceedings,
etc. below:



None.