EX-10.42





Exhibit
10.42



	 	 	 
	Committed Line Of Credit Note

(Multi-Rate Options)
	 	






	 	 	 
	$15,000,000.00

	 	December 30, 2008





FOR VALUE RECEIVED, FIRSTMERIT CORPORATION (the “Borrower”), with an address at 106 S. Main Street,
Akron, OH 44308, promises to pay to the order of PNC BANK, NATIONAL ASSOCIATION (the “Bank”), in
lawful money of the United States of America in immediately available funds at its offices located
at One PNC Plaza, 249 Fifth Avenue, Pittsburgh, Pennsylvania 15222-2707, or at such other location
as the Bank may designate from time to time, the principal sum of FIFTEEN MILLION DOLLARS
($15,000,000.00) (the “Facility”) or such lesser amount as may be advanced to or for the benefit of
the Borrower hereunder, together with interest accruing on the outstanding principal balance from
the date hereof, all as provided below.



1. Advances. The Borrower may request advances, repay and request additional advances
hereunder until the Expiration Date, subject to the terms and conditions of this Note and the Loan
Documents (as hereinafter defined). The “Expiration Date” shall mean December 29, 2010, or such
later date as may be designated by the Bank by written notice from the Bank to the Borrower. The
Borrower acknowledges and agrees that in no event will the Bank be under any obligation to extend
or renew the Facility or this Note beyond the Expiration Date. The Borrower may request advances
hereunder upon giving oral or written notice to the Bank by 11:00 a.m. (Pittsburgh, Pennsylvania
time) (a) on the day of the proposed advance, in the case of advances to bear interest under the
Base Rate Option (as hereinafter defined) and (b) three (3) Business Days prior to the proposed
advance, in the case of advances to bear interest under the LIBOR Option (as hereinafter defined),
followed promptly thereafter by the Borrower’s written confirmation to the Bank of any oral notice.
The aggregate unpaid principal amount of advances under this Note shall not exceed the face
amount of this Note.



2. Rate of Interest. Each advance outstanding under this Note will bear interest at a rate
or rates per annum as may be selected by the Borrower from the interest rate options set forth
below (each, an “Option”):




     (i) Base Rate Option. A rate of interest per annum which is at all times equal to the
Base Rate. If and when the Base Rate (or any component thereof) changes, the rate of interest with
respect to any advance to which the Base Rate Option applies will change automatically without
notice to the Borrower, effective on the date of any such change. There are no required minimum
interest periods for advances bearing interest under the Base Rate Option.



     (ii) LIBOR Option. A rate per annum equal to (A) LIBOR plus (B) one hundred
and seventy-five (175) basis points (1.75%), for the applicable LIBOR Interest Period.


For purposes hereof, the following terms shall have the following meanings:





“Base Rate” shall mean the highest of (A) the Prime Rate, and (B) the sum of the Federal
Funds Open Rate plus fifty (50) basis points (0.50%), and (C) the sum of the Daily
LIBOR Rate plus one hundred (100) basis points (1.0%), so long as a Daily LIBOR Rate
is offered, ascertainable and not unlawful.




“Business Day” shall mean any day other than a Saturday or Sunday or a legal holiday on
which commercial banks are authorized or required by law to be closed for business in
Pittsburgh, Pennsylvania.




“Daily LIBOR Rate” shall mean, for any day, the rate per annum determined by the Bank by
dividing (x) the Published Rate by (y) a number equal to 1.00 minus the LIBOR
Reserve Percentage.



Form 8B – Multistate (No COJ) Rev. 5/05




 









 






“Federal Funds Open Rate” shall mean, for any day, the rate per annum determined by the Bank
in accordance with its usual procedures (which determination shall be conclusive absent
manifest error) to be the Open Rate for federal funds transactions as of the opening of
business for federal funds transactions among members of the Federal Reserve System arranged
by federal funds brokers on such day, as quoted by Garvin Guybutler, any successor entity
thereto, or any other broker selected by the Bank, as set forth on the applicable Telerate
display page; provided, however, that if such day is not a Business Day, the Federal Funds
Rate for such day shall be the Open Rate on the immediately preceding Business Day, or if no
such rate shall be quoted by a federal funds broker at such time, such other rate as
determined by the Bank in accordance with its usual procedures. The rate of interest
charged shall be adjusted as of each Business Day based on changes in the Federal Funds Open
Rate without notice to the Borrower.




“LIBOR” shall mean, with respect to any advance to which the LIBOR Option applies for the
applicable LIBOR Interest Period, the interest rate per annum determined by the Bank by
dividing (the resulting quotient rounded upwards, at the Bank’s discretion, to the nearest
1/100th of 1%) (i) the rate of interest determined by the Bank in accordance with its usual
procedures (which determination shall be conclusive absent manifest error) to be the
eurodollar rate two (2) Business Days prior to the first day of such LIBOR Interest Period
for an amount comparable to such advance and having a borrowing date and a maturity
comparable to such LIBOR Interest Period by (ii) a number equal to 1.00 minus the LIBOR
Reserve Percentage.




“LIBOR Interest Period” shall mean, as to any advance to which the LIBOR Option applies, the
period of one (1), two (2), three (3) or six (6) months as selected by the Borrower in its
notice of borrowing or notice of conversion, as the case may be, commencing on the date of
disbursement of an advance (or the date of conversion of an advance to the LIBOR Option, as
the case may be) and each successive period selected by the Borrower thereafter;
provided that, (i) if a LIBOR Interest Period would end on a day which is
not a Business Day, it shall end on the next succeeding Business Day unless such day falls
in the next succeeding calendar month in which case the LIBOR Interest Period shall end on
the next preceding Business Day, (ii) the Borrower may not select a LIBOR Interest Period
that would end on a day after the Expiration Date, and (iii) any LIBOR Interest Period that
begins on the last Business Day of a calendar month (or a day for which there is no
numerically corresponding day in the last calendar month of such LIBOR Interest Period)
shall end on the last Business Day of the last calendar month of such LIBOR Interest Period.




“LIBOR Reserve Percentage” shall mean the maximum effective percentage in effect on such day
as prescribed by the Board of Governors of the Federal Reserve System (or any successor) for
determining the reserve requirements (including, without limitation, supplemental, marginal
and emergency reserve requirements) with respect to eurocurrency funding (currently referred
to as “Eurocurrency liabilities”).




“Prime Rate” shall mean the rate publicly announced by the Bank from time to time as its
prime rate. The Prime Rate is determined from time to time by the Bank as a means of
pricing some loans to its borrowers. The Prime Rate is not tied to any external rate of
interest or index, and does not necessarily reflect the lowest rate of interest actually
charged by the Bank to any particular class or category of customers.




“Published Rate” shall mean the rate of interest published each Business Day in the Wall
Street Journal “Money Rates” listing under the caption “London Interbank Offered Rates” for
a one month period (or, if no such rate is published therein for any reason, then the
Published Rate shall be the eurodollar rate for a one month period as published in another
publication selected by the Bank).


LIBOR and the Daily LIBOR Rate shall be adjusted with respect to any advance to which the LIBOR
Option or Base Rate Option applies, as applicable, on and as of the effective date of any change in
the LIBOR Reserve Percentage. The Bank shall give prompt notice to the Borrower of LIBOR or the
Daily LIBOR Rate as determined or adjusted in accordance herewith, which determination shall be
conclusive absent manifest error.




Form 8B — Multistate (No COJ) Rev. 5/05




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If the Bank determines (which determination shall be final and conclusive) that, by reason of
circumstances affecting the eurodollar market generally, deposits in dollars (in the applicable
amounts) are not being offered to banks in the eurodollar market for the selected term, or adequate
means do not exist for ascertaining LIBOR, then the Bank shall give notice thereof to the Borrower.
Thereafter, until the Bank notifies the Borrower that the circumstances giving rise to such
suspension no longer exist, (a) the availability of the LIBOR Option shall be suspended, and (b)
the interest rate for all advances then bearing interest under the LIBOR Option shall be converted
at the expiration of the then current LIBOR Interest Period(s) to the Base Rate Option.



In addition, if, after the date of this Note, the Bank shall determine (which determination shall
be final and conclusive) that any enactment, promulgation or adoption of or any change in any
applicable law, rule or regulation, or any change in the interpretation or administration thereof
by a governmental authority, central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by the Bank with any guideline, request or directive (whether
or not having the force of law) of any such authority, central bank or comparable agency shall make
it unlawful or impossible for the Bank to make or maintain or fund loans based on LIBOR, the Bank
shall notify the Borrower. Upon receipt of such notice, until the Bank notifies the Borrower that
the circumstances giving rise to such determination no longer apply, (a) the availability of the
LIBOR Option shall be suspended, and (b) the interest rate on all advances then bearing interest
under the LIBOR Option shall be converted to the Base Rate Option either (i) on the last day of the
then current LIBOR Interest Period(s) if the Bank may lawfully continue to maintain advances based
on LIBOR to such day, or (ii) immediately if the Bank may not lawfully continue to maintain
advances based on LIBOR.



The foregoing notwithstanding, it is understood that the Borrower may select different Options to
apply simultaneously to different portions of the advances and may select up to three (3) different
interest periods to apply simultaneously to different portions of the advances bearing interest
under the LIBOR Option. Interest hereunder will be calculated based on the actual number of days
that principal is outstanding over a year of 360 days. In no event will the rate of interest
hereunder exceed the maximum rate allowed by law.



3. Interest Rate Election. Subject to the terms and conditions of this Note, at the end of
each interest period applicable to any advance, the Borrower may renew the Option applicable to
such advance or convert such advance to a different Option; provided that, during
any period in which any Event of Default (as hereinafter defined) has occurred and is continuing,
any advances bearing interest under the LIBOR Option shall, at the Bank’s sole discretion, be
converted at the end of the applicable LIBOR Interest Period to the Base Rate Option and the LIBOR
Option will not be available to Borrower with respect to any new advances (or with respect to the
conversion or renewal of any existing advances) until such Event of Default has been cured by the
Borrower or waived by the Bank. The Borrower shall notify the Bank of each election of an Option,
each conversion from one Option to another, the amount of the advances then outstanding to be
allocated to each Option and where relevant the interest periods therefor. In the case of
converting to the LIBOR Option, such notice shall be given at least three (3) Business Days prior
to the commencement of any LIBOR Interest Period. If no interest period is specified in any such
notice for which the resulting advance is to bear interest under the LIBOR Option, the Borrower
shall be deemed to have selected a LIBOR Interest Period of one month’s duration. If no notice of
election, conversion or renewal is timely received by the Bank with respect to any advance, the
Borrower shall be deemed to have elected the Base Rate Option. Any such election shall be promptly
confirmed in writing by such method as the Bank may require.



4. Advance Procedures. A request for advance made by telephone must be promptly confirmed
in writing by such method as the Bank may require. The Borrower authorizes the Bank to accept
telephonic requests for advances, and the Bank shall be entitled to rely upon the authority of any
person providing such instructions. The Borrower hereby indemnifies and holds the Bank harmless
from and against any and all damages, losses, liabilities, costs and expenses (including reasonable
attorneys’ fees and expenses) which may arise or be created by the acceptance of such telephone
requests or making such advances. The Bank will enter on its books and records, which entry when
made will be presumed correct, the date and amount of each advance, the interest rate and interest
period applicable thereto, as well as the date and amount of each payment.




Form 8B — Multistate (No COJ) Rev. 5/05




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5. Payment Terms. The Borrower shall pay accrued interest on the unpaid principal balance
of this Note in arrears: (a) for the portion of advances bearing interest under the Base Rate
Option, on the last day of each month during the term hereof, (b) for the portion of advances
bearing interest under the LIBOR Option, on the last day of the respective LIBOR Interest Period
for such advance, (c) if any LIBOR Interest Period is longer than three (3) months, then also on
the three (3) month anniversary of such interest period and every three (3) months thereafter, and
(d) for all advances, at maturity, whether by acceleration of this Note or otherwise, and after
maturity, on demand until paid in full. All outstanding principal and accrued interest hereunder
shall be due and payable in full on the Expiration Date.



If any payment under this Note shall become due on a Saturday, Sunday or public holiday under the
laws of the State where the Bank’s office indicated above is located, such payment shall be made on
the next succeeding Business Day and such extension of time shall be included in computing interest
in connection with such payment. The Borrower hereby authorizes the Bank to charge the Borrower’s
deposit account at the Bank for any payment when due hereunder. Payments received will be applied
to charges, fees and expenses (including attorneys’ fees), accrued interest and principal in any
order the Bank may choose, in its sole discretion.



6. Late Payments; Default Rate. If the Borrower fails to make any payment of principal,
interest or other amount coming due pursuant to the provisions of this Note within fifteen (15)
calendar days of the date due and payable, the Borrower also shall pay to the Bank a late charge
equal to the lesser of five percent (5%) of the amount of such payment or $100.00 (the “Late
Charge”). Such fifteen (15) day period shall not be construed in any way to extend the due date of
any such payment. Upon maturity, whether by acceleration, demand or otherwise, and at the Bank’s
option upon the occurrence of any Event of Default (as hereinafter defined) and during the
continuance thereof, each advance outstanding under this Note shall bear interest at a rate per
annum (based on the actual number of days that principal is outstanding over a year of 360 days)
which shall be two percentage points (2%) in excess of the interest rate in effect from time to
time under this Note but not more than the maximum rate allowed by law (the “Default Rate”). The
Default Rate shall continue to apply whether or not judgment shall be entered on this Note. Both
the Late Charge and the Default Rate are imposed as liquidated damages for the purposes of
defraying the Bank’s expenses incident to the handling of delinquent payments, but are in addition
to, and not in lieu of, the Bank’s exercise of any rights and remedies hereunder, under the other
Loan Documents or under applicable law, and any fees and expenses of any agents or attorneys which
the Bank may employ. In addition, the Default Rate reflects the increased credit risk to the Bank
of carrying a loan that is in default. The Borrower agrees that the Late Charge and Default Rate
are reasonable forecasts of just compensation for anticipated and actual harm incurred by the Bank,
and that the actual harm incurred by the Bank cannot be estimated with certainty and without
difficulty.



7. Prepayment. The Borrower shall have the right to prepay any advance hereunder at any
time and from time to time, in whole or in part; subject, however, to payment of any break funding
indemnification amounts owing pursuant to paragraph 8 below.



8. Yield Protection; Break Funding Indemnification. The Borrower shall pay to the Bank on
written demand therefor, together with the written evidence of the justification therefor, all
direct costs incurred, losses suffered or payments made by Bank by reason of any change in law or
regulation or its interpretation imposing any reserve, deposit, allocation of capital, or similar
requirement (including without limitation, Regulation D of the Board of Governors of the Federal
Reserve System) on the Bank, its holding company or any of their respective assets. In addition,
the Borrower agrees to indemnify the Bank against any liabilities, losses or expenses (including,
without limitation, loss of margin, any loss or expense sustained or incurred in liquidating or
employing deposits from third parties, and any loss or expense incurred in connection with funds
acquired to effect, fund or maintain any advance (or any part thereof) bearing interest under the
LIBOR Option which the Bank sustains or incurs as a consequence of either (i) the Borrower’s
failure to make a payment on the due date thereof, (ii) the Borrower’s revocation (expressly, by
later inconsistent notices or otherwise) in whole or in part of any notice given to Bank to
request, convert, renew or prepay any advance bearing interest under the LIBOR Option, or (iii) the
Borrower’s payment or prepayment (whether voluntary, after acceleration of the maturity of this
Note or otherwise) or conversion of any advance bearing interest under the LIBOR Option on a day
other than the last day of the applicable LIBOR Interest Period. A notice as to any amounts
payable pursuant to this paragraph given to the Borrower by the Bank shall, in the absence of
manifest error, be conclusive and shall be




Form 8B — Multistate (No COJ) Rev. 5/05




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payable upon demand. The Borrower’s indemnification obligations hereunder shall survive the payment
in full of the advances and all other amounts payable hereunder.



9. Other Loan Documents. This Note is issued in connection with a letter agreement or loan
agreement between the Borrower and the Bank, dated on or before the date hereof, and the other
agreements and documents executed and/or delivered in connection therewith or referred to therein,
the terms of which are incorporated herein by reference (as amended, modified or renewed from time
to time, collectively the “Loan Documents”), and is secured by the property (if any) described in
the Loan Documents and by such other collateral as previously may have been or may in the future be
granted to the Bank to secure this Note.



10. Events of Default. The occurrence of any of the following events will be deemed to be
an “Event of Default” under this Note: (i) the nonpayment of any principal, interest or other
indebtedness under this Note when due; (ii) the occurrence of any event of default or any default
and the lapse of any notice or cure period, or any Obligor’s failure to observe or perform any
covenant or other agreement, under or contained in any Loan Document or any other document now or
in the future evidencing or securing any debt, liability or obligation of any Obligor to the Bank;
(iii) the filing by or against any Obligor of any proceeding in bankruptcy, receivership,
insolvency, reorganization, liquidation, conservatorship or similar proceeding (and, in the case of
any such proceeding instituted against any Obligor, such proceeding is not dismissed or stayed
within 30 days of the commencement thereof, provided that the Bank shall not be obligated to
advance additional funds hereunder during such period); (iv) any assignment by any Obligor for the
benefit of creditors, or any levy, garnishment, attachment or similar proceeding is instituted
against any property of any Obligor held by or deposited with the Bank; (v) a default with respect
to any other indebtedness of any Obligor for borrowed money, if the effect of such default is to
cause or permit the acceleration of such debt; (vi) the commencement of any foreclosure or
forfeiture proceeding, execution or attachment against any collateral securing the obligations of
any Obligor to the Bank; (vii) the entry of a final judgment against any Obligor and the failure of
such Obligor to discharge the judgment within ten (10) days of the entry thereof; (viii) any
material adverse change in any Obligor’s, or the Obligor and its subsidiaries taken as a whole,
business, assets, operations, financial condition or results of operations; (ix) any Obligor ceases
doing business as a going concern; (x) any representation or warranty made by any Obligor to the
Bank in any Loan Document or any other documents now or in the future evidencing or securing the
obligations of any Obligor to the Bank, is false, erroneous or misleading in any material respect;
(xi) a Change of Control; (xii) the revocation or attempted revocation, in whole or in part, of any
guarantee by any Obligor; (xiii) any governmental authority makes an application to vacate any
Financial Institution Subsidiary’s charter or designates and appoints a liquidator or receiver to
take charge of any Financial Institution Subsidiary’s assets and affairs; (xiv) the Federal Deposit
Insurance Corporation (FDIC) notifies any Financial Institution Subsidiary of its intent to
terminate such Financial Institution Subsidiary’s status as an insured bank; (xv) the FDIC or any
other federal or state regulatory authority issues a cease and desist order or takes other action
of a disciplinary or remedial nature against any Obligor or any subsidiary and such order or other
action could reasonably be expected to have a material adverse effect on the business, assets,
operations, financial condition or results of operations of the Obligor or the Obligor and its
subsidiaries taken as a whole; or (xvi) with respect to any Financial Institution Subsidiary, the
occurrence of any event that is grounds for the required submission of a capital restoration plan
under 12 U.S.C. Section 1831o(e)(2) and the regulations thereunder. As used herein, (a) the term
“Obligor” means any Borrower and any guarantor of, or any pledgor, mortgagor or other person or
entity providing collateral support for, the Borrower’s obligations to the Bank existing on the
date of this Note or arising in the future and (b) the term “Change of Control” means an event or
series of events by which any person, or any two or more persons acting in concert, acquire
beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission
under the Securities Exchange Act of 1934), directly or indirectly, of 30% or more of the
outstanding shares of voting stock of the Borrower (or other securities convertible into such
voting stock).



Upon the occurrence of an Event of Default: (a) the Bank shall be under no further obligation to
make advances hereunder; (b) if an Event of Default specified in clause (iii) or (iv) above shall
occur, the outstanding principal balance and accrued interest hereunder together with any
additional amounts payable hereunder shall be immediately due and payable without demand or notice
of any kind; (c) if any other Event of Default shall occur, the outstanding principal balance and
accrued interest hereunder together with any additional amounts payable hereunder, at the Bank’s
option and without demand or notice of any kind, may be accelerated and become




Form 8B — Multistate (No COJ) Rev. 5/05




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immediately due and payable; (d) at the Bank’s option, this Note will bear interest at the Default
Rate from the date of the occurrence of the Event of Default; and (e) the Bank may exercise from
time to time any of the rights and remedies available under the Loan Documents or under applicable
law.



11. Right of Setoff. In addition to all liens upon and rights of setoff against the
Borrower’s money, securities or other property given to the Bank by law, the Bank shall have, with
respect to the Borrower’s obligations to the Bank under this Note and to the extent permitted by
law, a contractual possessory security interest in and a contractual right of setoff against, and
the Borrower hereby grants the Bank a security interest in, and hereby assigns, conveys, delivers,
pledges and transfers to the Bank, all of the Borrower’s right, title and interest in and to, all
of the Borrower’s deposits, moneys, securities and other property now or hereafter in the
possession of or on deposit with, or in transit to, the Bank or any other direct or indirect
subsidiary of The PNC Financial Services Group, Inc., whether held in a general or special account
or deposit, whether held jointly with someone else, or whether held for safekeeping or otherwise,
excluding, however, all IRA, Keogh, and trust accounts. Every such security interest and right of
setoff may be exercised without demand upon or notice to the Borrower. Every such right of setoff
shall be deemed to have been exercised immediately upon the occurrence of an Event of Default
hereunder without any action of the Bank, although the Bank may enter such setoff on its books and
records at a later time.



12. Indemnity. The Borrower agrees to indemnify each of the Bank, each legal entity, if
any, who controls, is controlled by or is under common control with the Bank, and each of their
respective directors, officers and employees (the “Indemnified Parties”), and to hold each
Indemnified Party harmless from and against any and all claims, damages, losses, liabilities and
expenses (including all fees and charges of internal or external counsel with whom any Indemnified
Party may consult and all expenses of litigation and preparation therefor) which any Indemnified
Party may incur or which may be asserted against any Indemnified Party by any person, entity or
governmental authority (including any person or entity claiming derivatively on behalf of the
Borrower), in connection with or arising out of or relating to the matters referred to in this Note
or in the other Loan Documents or the use of any advance hereunder, whether (a) arising from or
incurred in connection with any breach of a representation, warranty or covenant by the Borrower,
or (b) arising out of or resulting from any suit, action, claim, proceeding or governmental
investigation, pending or threatened, whether based on statute, regulation or order, or tort, or
contract or otherwise, before any court or governmental authority; provided,
however, that the foregoing indemnity agreement shall not apply to any claims, damages,
losses, liabilities and expenses solely attributable to an Indemnified Party’s gross negligence or
willful misconduct. The indemnity agreement contained in this Section shall survive the
termination of this Note, payment of any advance hereunder and the assignment of any rights
hereunder. The Borrower may participate at its expense in the defense of any such action or claim.



13. Miscellaneous. All notices, demands, requests, consents, approvals and other
communications required or permitted hereunder (“Notices”) must be in writing (except as may be
agreed otherwise above with respect to borrowing requests) and will be effective upon receipt.
Notices may be given in any manner to which the parties may separately agree, including electronic
mail. Without limiting the foregoing, first-class mail, facsimile transmission and commercial
courier service are hereby agreed to as acceptable methods for giving Notices. Regardless of the
manner in which provided, Notices may be sent to a party’s address as set forth above or to such
other address as any party may give to the other for such purpose in accordance with this
paragraph. No delay or omission on the Bank’s part to exercise any right or power arising
hereunder will impair any such right or power or be considered a waiver of any such right or power,
nor will the Bank’s action or inaction impair any such right or power. The Bank’s rights and
remedies hereunder are cumulative and not exclusive of any other rights or remedies which the Bank
may have under other agreements, at law or in equity. No modification, amendment or waiver of, or
consent to any departure by the Borrower from, any provision of this Note will be effective unless
made in a writing signed by the Bank, and then such waiver or consent shall be effective only in
the specific instance and for the purpose for which given. The Borrower agrees to pay on demand,
to the extent permitted by law, all costs and expenses incurred by the Bank in the enforcement of
its rights in this Note and in any security therefor, including without limitation reasonable fees
and expenses of the Bank’s counsel. If any provision of this Note is found to be invalid, illegal
or unenforceable in any respect by a court, all the other provisions of this Note will remain in
full force and effect. The Borrower and all other makers and indorsers of this Note hereby forever
waive presentment, protest, notice of dishonor and notice of non-payment. The Borrower also waives
all defenses based on suretyship or impairment of collateral. If this Note is executed by more
than one Borrower, the




Form 8B — Multistate (No COJ) Rev. 5/05




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obligations of such persons or entities hereunder will be joint and several. This Note shall bind
the Borrower and its heirs, executors, administrators, successors and assigns, and the benefits
hereof shall inure to the benefit of the Bank and its successors and assigns; provided,
however, that the Borrower may not assign this Note in whole or in part without the Bank’s
written consent and the Bank at any time may assign this Note in whole or in part.



This Note 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 above is located. This Note will be interpreted and the
rights and liabilities of the Bank and the Borrower determined in accordance with the laws of the
State where the Bank’s office indicated above is located, excluding its conflict of laws
rules. The Borrower hereby irrevocably consents to the exclusive jurisdiction of any state or
federal court in the county or judicial district where the Bank’s office indicated above is
located; provided that nothing contained in this Note will prevent the Bank from bringing any
action, enforcing any award or judgment or exercising any rights against the Borrower individually,
against any security or against any property of the Borrower within any other county, state or
other foreign or domestic jurisdiction. The Borrower acknowledges and agrees that the venue
provided above is the most convenient forum for both the Bank and the Borrower. The Borrower
waives any objection to venue and any objection based on a more convenient forum in any action
instituted under this Note.



14. Commercial Purpose. The Borrower represents that the indebtedness evidenced by this
Note is being incurred by the Borrower solely for the purpose of acquiring or carrying on a
business, professional or commercial activity, and not for personal, family or household purposes.



15. WAIVER OF JURY TRIAL. The Borrower irrevocably waives any and all rights the
Borrower may have to a trial by jury in any action, proceeding or claim of any nature relating to
this Note, any documents executed in connection with this Note or any transaction contemplated in
any of such documents. The Borrower acknowledges that the foregoing waiver is knowing and
voluntary.



The Borrower acknowledges that it has read and understood all the provisions of this Note,
including the waiver of jury trial, and has been advised by counsel as necessary or appropriate.



WITNESS the due execution hereof as a document under seal, as of the date first written above, with
the intent to be legally bound hereby.




	 	 	 	 	 	 	 	 	 	 	 	 	 
	WITNESS / ATTEST:	 	 	 	FIRSTMERIT CORPORATION	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	/s/ Judith A. Steiner	 	 	 	By:	 	/s/ Mark N. DuHamel	 	(SEAL)
	 	 	 	 	 	 	 	 	 
	Print Name:

	 	Judith A. Steiner
	 	 	 	 	 	Print Name:
	 	Mark N. DuHamel	 	 
	Title:

	 	Exec. Vice President and Gen. Counsel
	 	 	 	 	 	Title:
	 	Exec. Vice President and Treasurer	 	 






Form 8B — Multistate (No COJ) Rev. 5/05





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