August 2, 2006
ABC Lawyers, Ltd.
500 Main St.
Central, IL 60201
Re: $500,000 Line of Credit Loan to XYZ, Inc.
Gentlemen:
In connection with the above-described loan from Middle National Bank (the "Lender") to XYZ, Inc. (the "Corporation"), the undersigned officer of the Corporation hereby certifies that:
1. No amendment or other document relating to or affecting the Articles of Incorporation of the Corporation has been filed in the office of the Secretary of State of Illinois since the filing of the Amendment on April 27, 2006, and no action has been taken by the Corporation or its shareholders, directors, or officers in contemplation of the filing of any such amendment or other document or in contemplation of the liquidation or dissolution of the Corporation.
2. Attached hereto as Annex A is a true and complete copy of the Bylaws of the Corporation as in full force and effect at all times since April, 2006, to and including the date hereof.
3. Attached hereto as Annex B are true copies of resolutions duly adopted by the Board of Directors of the Corporation at a meeting duly called and held on January 9, 2000, at which a quorum was present and acting throughout, such resolutions have not been amended, modified, or rescinded and remain in full force and effect; and such resolutions are the only resolutions adopted by the Corporation's Board of Director's or any committee thereof relating to the above-described loan transactions.
4. There are no suits or proceedings pending or, to my knowledge, threatened against or affecting the Corporation that, if adversely determined, would have a material adverse effect on the business or financial condition of the Corporation, and there are no proceedings by or before any governmental commission, board, bureau, or other administrative agency pending or, to my knowledge, threatened against the Corporation.
5. The execution, delivery, and performance by the Corporation of the Loan Agreement and Note relating to the above-described loan transaction will not result in the breach of or constitute on the part of the Corporation a default or require any comment under, or result in the creation of any lien, charge, or encumbrance upon any property or assets of the Corporation pursuant to any indenture or other agreement to which the Corporation is a party or by which it or its property may be bound or effected, other than as specifically provided in such Loan Agreement.
The undersigned acknowledges that you will be relying on this Affidavit in rendering your opinion to Lender in connection with the above-referenced loan.
Very truly yours,
John Meyer
President
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