HomeMy WebLinkAbout00-01587
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SHERIFF'S RETURN - REGULAR
CASE NO: 2000-01587 P
COMMONWEALTH OF PENNSYLVANIA:
COUNTY OF CUMBERLAND
HESS GREGORY R ET AL
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VS
BEIGH H DANIEL III ET AL
HAROLD WEARY
, Sheriff or Deputy Sheriff of
Cumberland County, Pensyl vania , who being duly sworn according to law.
says, the within NOTICE UNDER RULE 2958.1 was served upon
BEIGH ONEIDA H the
DEFENDANT
, at 0019:55 HOURS, on the 6th day of April
, 2000
at 2300 FOXFIRE CIRCLE
MECHANICSBURG, PA 17055
by handing to
H. DANIEL BEIGH, III
a true and attested copy of NOTICE UNDER RULE 2958.1 together with
OF JUDGEMENT & EXECUTION THEREON & COMPLAINT
FOR CONFESSION OF JUDGEMENT
and at the same time directing His attention to the contents thereof.
Defendant's new address is: 304 Marv St.. unit 95. Harrisburg. FA 17104.
Sheriff's Costs:
Docketing
Service
Affidavit
Surcharge
6.00
.00
.00
10.00
.00
16.00
So Answers:
r~~t
R. Thomas Kline
04/07/2000
BECKLEY & MADDEN
sworn and Subscribed to before
By:
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Deputy She~
me this /'-I 't! day of
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. rothonotary
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SHERIFF'S RETURN - REGULAR
CASE NO: 2000-01587 P
COMMONWEALTH OF PENNSYLVANIA:
COUNTY OF CUMBERLAND
HESS GREGORY R ET AL
VS
BEIGH H DANIEL III ET AL
HAROLD WEARY
, Sheriff or Deputy Sheriff of
Cumberland County, Pensyl vania , who being duly sworn according to law.
says, the within NOTICE UNDER RULE 2958.1 was served upon
BEIGH H DANIEL III
the
DEFENDANT
, at 0019:55 HOURS, on the 6th day of April
2000
at 2300 FOXFIRE CIRCLE
MECHANICSBURG, PA 17055
by handing to
H. DANIEL BEIGH, III
a true and attested copy of NOTICE UNDER RULE 2958.1 together with
OF JUDGEMENT AND EXECUTION THEREON & COMPLAINT
FOR CONFESSION OF JUDGEMENT
and at the same time directing His attention to the contents thereof;
Sheriff's Costs:
Docketing
Service
Affidavit
Surcharge
So Answers:
18.00
7.44
.00
10.00
.00
35.44
r~'-~~<?
R. Thomas Kline
04/07/2000
BECKLEY & MADDEN
Sworn and Subscribed to before
By:
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Deputy Sher~
me this
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P othonotary ,
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GREGORY R. HESS, and
TOINETTE L. HESS,
Plaintiffs
: IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
v.
: CIVIL ACTION - LAW
H. DANIEL BEIGH, III, and
ONEIDAH.BEIGH, : NO. {1) - /5t:67
Defendants
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CONFESSION OF JUDGMENT
Pursuant to the authority contained in the warrant of attorney, the original of
which is attached to the Complaint filed in this action, I appear for the Defendants and
confess judgment in favor of the Plaintiffs and against Defendants as follows:
Principal Sum ............................ $50,000.00
Interest ..................................... 13,037.50
Attorneys' Fees ........................ 1,500.00
Total Due .................................. $64,537.50
Respectfully submitted,
~a,~
Thomas A. Beckley
Attorney for Defendants
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GREGORY R. HESS, and
TOINETTE L. HESS,
Plaintiffs
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
v.
CIVIL ACTION - LAW
H. DANIEL BEIGH, III, and
ONEIDA H. BEIGH,
Defendants
: NO.
COMPLAINT FOR CONFESSION OF JUDGMENT
1. Plaintiffs are Gregory R. Hess and Toinette L. Hess, adult individuals who
are husband and wife and who reside at 14 Stone Spring Lane, Camp Hill, Cumberland
County, Pennsylvania. Defendants are H. Daniel Beigh, III and Oneida H. Beigh, adult
individuals who are husband and wife and who reside at 2300 Foxfire Circle, Upper
,'"
Allen Township, Cumberland County, Pennsylvania.
2. On October 6, 1997, Defendants executed a $50,000.00 Promissory Note
in favor of Plaintiffs, whereby Defendants agreed to pay the principal sum of $50,000.00
to Plaintiffs, plus interest at 8.5% per annum, upon demand, or absent demand, no later
than January 1, 1999. After January 1, 1999, interest was to accrue at the annual rate of
12.5% per annum. The original of the aforesaid Promissory Note is hereto attached.
3. Judgment is not being entered by confession against a natural person in
connection with a consumer credit franchise.
4. There has been no assignment of the instrument.
,
5. Judgment has not been entered on the instrument in any jurisdiction.
6. Defendants have defaulted inasmuch as they have made no payments
whatsoever on the instrument.
7. The amount now due on the Note is as follows:
Principal Amount ............................ $50,000.00
Interest at 8.5%
(from IO/6/97 to 1/1/99) ................. 5,500.00
Interest at 12/5%
(from 1/2/99 to 3/17/00) ................. 7,537.50
Attorneys' Fees .............................. 1,500.00
Total Due ...................................... $64,537.50
WHEREFORE, Plaintiffs demand judgment in their favor and against Defendants
in the amount of$64,537.50.
DATED: Jj/(p{ C/O
Respectfully submitted,
Of Counsel
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Thomas A. Beckley
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BECKLEY & MADDEN
212 North Third Street
P.O. 11998
Harrisburg, PA 17108-1998
(717) 233-7691
Attorneys for Plaintiff
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VERIFICATION
I, Gregory R. Hess, hereby verify that I am an adult individual, that I am one of
the Plaintiffs in the foregoing pleading, that I have read the foregoing document, and that
the facts set forth in the foregoing document are true to the best of my knowledge,
information and belief. I understand that false statements herein are made subject to the
penalties of 18 Pa.C.S. S 4904 relating to unsworn falsification to authorities.
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PROMISSORY JUDGMENT NOTE
$50,000.00
Camp Hill, Pennsylvania
October 6, 1997
WHEREAS, H. DANIEL BEIGl!, III is indebted to PHOENIX INOUSTRlAL, INC., a
Pennsylvania business corporation. pursuant to a certain Judgment Note dated February 13, 1990
which Judgment Note needs to be paid in full, IIIld to do so, H. Daniel neigh, m has requested
that GREGORY R. and TOINETTE L. HESS, husband and wife, loan him the amount of
$50,000.00 in order for him to repay the Judgment Note; and
WHEREAS, Gregory and Toinette Hess have agreed to make thc atbresaid loan of
$50,000,00 as R business loan to H. Daniel neigh, JII and his wife Oneida H. neigh, tor the funds
to be paid by H. Daniel Beigh, III to the Corporation to be used in its business, with the loan
made pursuant to the terms of this Promissory Judgment Note.
FOR VALUE RECEIVED, H. DANIEL BEIGH, III, and ONEIDA n. BEIGH, husband
and wife, along with their heirs, legatees, administrators, executors, personal representatives,
successors and assigns ("Maker") promise to pay to the order of ORE GORY R. and TOINETTE
L. HESS, and their heirs, legatees, administrators, executors, personal representatives, successors
and assigns ("Payee"), the principal sum of Filly Thousand Dollars ($50,000.00), plus interest
thereon at the rate of cight-and-one-halfpercent (8.5%) per annum (compounded monthly)
UPON DEMAND. In all events, whether or not Demand has been made, all principal interest
hereunder shall be due and payable. and this Promissory Judgment Note shal1 mature, on January
I, 1999. The foregoing notwithstanding, in the event that Maker does not pay in full all amounts
owing hereunder within five (5) days after Demand, the interest rate hereunder from the date of
Demand until payment of all obligations of Maker hereunder shall be the rate of twelve -and- one-
half percent (12.5%) pcr annum (compounded monthly).
Principal and interest shall be payable to Payee at their business address, which is St.
10hn's & Industrial Roads, P.O. Box 331, Camp Hill. Pennsylvania 17011, or at such other
address as Payee may notify Maker from time to time, All interest shall be computed on the
basis of an actual year and actual days elapsed. If Demand is made hereunder, all amounts due
and owing hereunder shall be paid in full and there shall be no grace or cure period within which
to make such payments once Demand is made,
Prepayments of the amounts owing under this Promissory Judgment Note, in full or in
part, may be made by Maker at any time without fee, penalty or premium, provided that partial
prepayments other than in increments of $1 ,000.00 may be accepted or rejected in the discretion
of Payee. Any and all payments received hereunder shall be applied first to accrued and unpaid
costs Qnd expenses for which Payee is entitled to reimbursement hereunder, then to accrued and
unpaid interest hereunder and only thereafter to payments of principal. In addition to principal
and interest hereunder, Maker shall pay to Payee, UPON DEMAND, an amount equal to any and
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all costs and expenses, including reasonable attomeys' fees, incurred by Payee in the
enforcement of this Promissory Judgment Note, any security for same andJor otherwise in
connection with the coIlection of the indebtedness evidenced hereby and the amount for such
costs and expenses shall also bear interest at the rate provided herein from the date incurred until
paid by Maker.
In the event that Maker fails to pay any amount when due hereunder, or if Maker is in
breach or default of any other obligation to Payee, however arising, then Maker shall be in
default hereunder and the entire principal and accrued but unpaid interest hereunder, as well as
other amO\mts owing hereunder, shall be and become immediately due and payable without
further demand or notice. Demand, presentation, protest, notice of dishonor and notice of default
are hereby waived.
IN THE EVENT OF ANY SUCH DEFAULT, MAKER HEREBY AUTHORIZES AND
EMPOWERS THE PROTHONOTARY OR CLERK OF ANY COURT OF RECORD IN
PENNSYL VANIA OR ANY A1TORNEY IN ANY SUCH COURT TO APPEAR FOR AND
CONTEST JUDGMENT HEREUNDER AGAINST MAKER FOR THE ENTIRE UNPAID
PRINCIPAL DALANCE PLUS ALL ACCRUED AND UNPAID INTEREST, PLUS COSTS
AND EXPENSES, INCLUDING ATTORNEYS' FEES OF TEN PERCENT (10%), AND FOR
SO DOING TmS PROMISSORY JUDGMENT NOTE OR COpy HERBOF VERIFIED BY
AFFIOA VIT SIGNED BY I' A YEE SHALL BE OF SUFFICIENT WARRANT. NO SINGLE
EXERCISE OF THE FOREGOING WARRANT AND POWER TO CONFESS JUDGMENT
SHALL BE DEEMED TO EXHAUST THE POWER, BUT SAME MAYBE EXERCISED
ANY NUMBER OF TIMES. TIIE FOREGOING WARRANT OF ATTORNEY MAYBE
EXERCISED WITHOUT STAY OF EXECUTION AND WITH OR WITHOUT
DECLARATIONS FILED, WITH RELEASE OF HEIRS AND WITHOUT RIGHTS OF
APPEAL OR ANY REDEMPTION OF RIGHTS, ALL OF Wl-llCH ARB HEREB Y
RELEASED AND WAIVED DY MAKER.
This Promissory Judgment Note and the debt evidenced hereby arc secured under and
pursuant to a certain Stock Pledge Agreement bearing even date herewith. The security granted
under the Stock Pledge Agreement shall be in addition to and not in lieu of any and all rights,
interests and security arising pursuant to the foregoing Warrant ofAttomey, .
Maker agrees that their obligations hereunder shall not be affected in any manner by any
indulgence, extension of time. renewal, waiver or modification granted or consented to by Payee,
nor by any inaction or delay on the part of Payee in enforcing any rights or remedies arising out
of this Promissory Judgment Note and/or under the Stock Pledge Agreement. Payee shall not be
deemed to have waived any of their rights or remedies hereunder or undcr the Stock Pledge
Agreement, or any existing at law or in equity, except to the ex.tent waived in writing signed by
the Payee. A waiver of anyone event shall not be construed as continuing OT as a bar to or
wavier of any right or remedy as to any subsequent event. Notwithstanding payment of any and
all amounts owing hereunder, the obligations of Maker shall survive such payment and
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cancellation of this l'romissory Judgment Note if and to the extent that there should ever be any
recapture or other repayment from Payee by or to a trustee in bankruptcy, receiver, crcditors or
otherwise of amounts paid to Payee by Maker or any other party with respect to the debt
evidenced hereby,
nns PROMISSORY JUDGMENT NOTE shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania (excluding conmets of laws).
Maker agrees that jurisdiction and venue fOr enforcement of this Promissory Judgment Note and
for collection of all amounts owing hereunder shall be in the Court of Common Pleas for
Cumberland County, Pennsylvania and/or the United States District Court for the Middle District
of Pennsylvania.
If any term or provision of this Promissory Judgment Note, or the application thereof to
any person or circumstance, shall to any extent be found by a court of competent jurisdiction to
be invalid or unenforceable, in whole or in part, the rest and remainder of this Promissory
Judgment Note, or the application of such tcrm or provision to persons or circumstances other
than those at issue before the court, shall not be affected thereby and each term or provision of
this Note shall be valid and shall remain valid and enforceable to the fullest extent permitted by
law.
IN WITNESS WHEREOF, and intending to be legally bound hereby, Maker Juts
executed and sealed this Promissory Judgment Note the day and year tirst above written.
WITNESSES:
MAKER:
(' Jt 'jLJh A' t!- L)
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aniel Beigh, m
(! m j,lhAfl # J
(SEAL)
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The undersigned, H. Daniel Beigh, III and Oneida H. Beigh, being duly sworn accorqing
to law, depose and state that each is an adult individual, they are husband and wife, they have
obtained the aforestated loan of$50,OOO.OO from Gregory R. and Toinette L. Hess for a business
purpose and tney ha....e executed and delivered this Promissory Judgment Note as their free and
....oluntary act understanding that this Promissory Judgment Note includes a confession of
judgment wherein they intentionally, \tnderstandingly and knOwingly waive their right to notice
and hearing before confession of judgment, the eight to reduce or set off a claim by them against
the amounts owing to Payee, the right to defend against the entry of judgment and release of all
errors and omissions in connection with that confession of judgment.
:% iJJM7JI=
H. Daniel Heigh, 1I1
Sworn to and subscribed before me the &.. day of October, 1997.
B~~. ~k.lb~
Notary Public
Notarial Seal
Brenda M. Schubauer, Notary Public
~a'):!~denTwp., Cumberland County
y vummlsslon Expires May 8, 2000
Member, Pennsylvania ASSOCiatIOn of Notaries
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IRREVOCABLE STOCK POWER
KNOW ALL MEN BY THESE PRESENTS, TIlAT H. DANIEL BEIGH, Ul, for value
received, has bargained, sold, assigned and transferred and by these presents does bargain sell,
assign and transter unto GREGORY R. and TOlNETTE L. HESS Six Hundred (600) Shares of
the Common Stock of the Corporation known as PHOENIX INDUSTRIAL, INC" standing in
the name ofR. DANIEL BEIGH, m, On thc books of the Corporation and docs hereby constitute
and appoint
his !nte und lawful Attorney, irrevocable, for
him and in his name and stead but to his use, to sell, assign, transfer and set over, all or any part
of the said stock and tor that purpose to make and execute all necessary acts of assignment and
transfer und one or more persons to substitute with like full powers; hereby ratifying and
confinning all that his said AUorney, or his substit1.\te or substitutes, shall lawfully do by virtue
hereof.
iN WiTNESS WHEREOF, I have hereunto set my hlU1d and seal the _ day ofOtobcr,
1997.
WITNESS:
~t"l.-~.Sr-h~
/Z4J~.#-
R. Daniel Reigh, HI
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STOCK PLEDGE AGREEMENT
THIS STOCK PLEDGE AGREEMENT (this "Agreemcllt") is made as of the 6th day
of October, 1997, by and between H. DANIEL BEIOH, III and ONEIDA H. DEIGH, husband
and wife (the "Dotrower"), and GREGORY R, HESS and TOlNHTTE L. HESS, husband and
wile ("Lender"), and recites and provides:
RACKC;ROUND
A. Lender has loaned the sum 01'$50,000.00 to Dorrower for Borrower to repay
funds owed by H. Daniel Beigh, III to Phoenil( Industrial, Inc., a Pennsylvania business
corporation (the "Corporation")and Borrower is obligated to repay same, with interest (the
"Debt"), pursuant to a certain Promissory Judgment Note dated a.~ of October 6, 1997 (the
"Note").
D. H. Danicl Beigh, III is now the owner of one-half of all issucd and outstanding
shares of the Stock of Corporation, consisting of 600 shares of common stock (the "Stock"),
C. As a material inducement to cause Lender to make the loan to Borrower creating
the Debt and to accept the Note, the Borrower agreed to pledge the Stock as part of the security
and collateral for the performance under the Notc.
NOW, THEREFORE, in consideration of the foregoing recitals, which are made a part
hereof, and the promises set forth herein, the Lender and the Borrower, intending to be legally
bound hereby, agree as follows:
"Pledged Stock" shall mean all of the Stock, including without limitation any stock
dividend, andlor any distribution or exchange, in respect of the Stock and all stock received in
cOIUlection with any reorganization, recapitalization, reclassification, increase or reduction of
capital and any other stock received or available in substitution for or ill exchange tor any shares
ofthe Stock, and any stock or rights to stock under options, warrants or preemptive rights.
1. Pledge. Borrower hereby pledges to Lender and grants Lender a first priority
security interest in all of the Pledged Stock and the proceeds thereof, to secure the payment of all
amounts due or payable under or in connection with the Note, whether now el(isting or hereafter
arising (such indebtedness, obligations and liabilities are hereinafter referred to collectively as
the "Obligations").
2, Delivery of the Pledged Stock. I3onower shall deliver to the Lender all of the
stock certificate(s) representing the Pledged Stock, with duly executed irrevocablc stock powers
relating thercto for tl'anster to Lender in accordance with the terms hereof. If any Borrower shall
at any time become entitled to receive or shall receive any additional stock certilicate(s), stock
options, warrants, rights, or securities of Corporation, however occurring, Borrower shall accept
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same as the agent for l,ender and shall deliver all such certificatcs, rights, etc., however
evidenced, promptly to the Lender, in the exact torm received, with duly executed irrevocable
stock powers (or other forms of as.~ignments satisfactory to Lender) relating thereto tor transler
to Lender, to be held by the Lender, subject to the terms hereot: a~ t1.llther security for the
Obligations.
3. Registration. Any or all shares of the Pledged Stock may be re-registered in the
name of one or both of the Lender or their 110millee or nominees at any time and from time to
time, after and during the continuation of an Event of Default. Prior to the occurrenee of an
Event of Default, H. Daniel Beigh, III shall have the right to vote the Pledged Stock and to eruoy
the benefits of owning same (subject to the covenants and restrictions set forth herein).
4. Representations and Warranties. Borrower represents and warrants that:
(a) the Pledged Stock, along with the stock owned by Gregory R. Hess,
constitutes aJl of the issued and outstanding stock of CorporatiOll and H. Daniel Reigh, III
is the sole owner of record and beneficial owner of the Pledged Stock;
(b) the Pledged Stock constitutes aU of the shares of st~lck, and all of the stock
options, warnmts, rights and other securities of Corporation, owned by 01' for the
Borrower;
(c) the Pledged Stock has been duly and validly issued, is fi.llly paid and
non-assessable and is owned by H. Daniel Heigh, 1II free and clear of allY pledge,
mortgage, hypothecation, lien, charge, claim, encumbrance, restriction, rights or any
security or other interest in or to the Pledged Stock or the proceeds thereof, except the
restrictions under the agreement with Gregory R. Hess; and
(d) this Agreement crcates a valid lien on, and upon delivery of the certificates
evidetlCing the Pledged Stock will croate a perfected security intercst in, the Pledged
Stock and the proceeds thereof, subject to no prior security interests, liens, pledges,
charges, claims, assignments, rights, or encumbrances or to any agl"Cement purporting to
grant any security interest or other rights or intercsls in or to the Pledged Stock.
5. Covenants. Except as otherwise consented to by Lender in writing, until payment
in full of all of the Obligations, H. Daniel Beigh, III shall:
(a) Operate the Corporation only in the ordinary course of business and'
otherwise as directed by the Board of Directors of Corporation;
(b) MlIintain accurate, complete and proper books, files, records and accounts
(collectively "Records") for the Corporation in accordance with generally accepted
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accowlting principles and practices consistently applied, and preserve all Records, and alt
books, mes and records of predecesSOr(s), for not less than six (6) ycars;
(c) Not to create. incur, insure, a1sume, guaranty, permit or othelwise become
obligated for any indebtedness that is secured by a mortgage, pledge, lien and/or security
interest in or on thc Pledged Stock.
(d) Not make any loan or advance of money or property to, or invest in.
acquire any interest in or agree to acquire the stock, obligations or interests in any
person, finn or corporation, ex.cept the Corporation, provided that acquisition of securities
regularly traded on a recognized exchangc shall be pemutled,
(e) Not sell, assign, abandon or otherwise transfer or dispose of aU or allY
interest in or rights to the Pledged Stock, or enter into any agreement to do same, or
dissolve, liquidate, or discontinue the normal business operations ofthe Corporation or
merge, consolidate or otherwise reorganize the Corporation,
(f) Not make any payments of principal or interest 011 any loan or advance
from or other debt to any family member of Borrower or any cstate or trust for same.
(g) Not remove any or all of the Corporation's inventory, liles, hooks, records,
otlice equiplllcnt and/or other a1sets or propel1y (except for sales in the ordinary course
of business) from the Corporation's current address, or remove the principal oilices of
same outside ofClUnberland County, Pennsylvania,
(h) Not pay any dividends or make any other distributions with respect to the
Pledged Stock, except dividends as necded to pay income taxes on the net income of
Corporation while an S Corporation for income tax purposes,
6. Remedies. Upon any breach of this Agreement or any failure to make any
payment when due under the Note, in addition to all othcr rights and remedies at law or in equity,
and aU rights and remedies under the Note, Lender may and do and/or require any or all of the
tallowing (none of which shall be exclusive):
(a) all dividends and/or distributions payable on or with respect to the Pledged
Stock shall be distributed directly to Lender, and same may be applied to the Obligations
in the order determined by Lender;
(b) Lender or their nominee or nominees may, without prior notice, exercise all
voting and corporate rights at any meeting of the shareholders and exercise any and all
rights of conversion, exchange, subscription or other rights. priVileges. or options
pertaining to any of the Pledged Stock as if they were the absolute owners thereof,
including, without limitation, the rights to vote upon and to exchange any and all of the
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Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other
\'eadjustment of the issuer;
(c) obtain equitable relief, including injunction and/or specific performance,
for any breach of the covenants hcreunder a~ such a breach is expected to rcsult in
irreparable harm to Lender; and
(d) enforce all rights of II secured party under the Pennsylvania Unj form
Commercial Codc, as amended, ineluding without limitation the right to sell all or any
part of the Pledged Stock, in one or more blocks, at the same or different times, at public
or private sale, for current or future sale and for cash or credit, provided such sales arc
made in II commercially reasonable manner. In no event shall the Borrower be credited
with any part of the proceeds of the sale of any Pledged Stock until cash payment thereon
has actually becn received by the Lender.
7. Sale uf Pledged Stuck. The Lcnder shall give the Borrower at least five (5) days'
prior notice of the time and place of any public disposition of any of the Pledged Stock, which
notice Borrower agrees is commercially reasonable. 111 the case of all sales of the Pledged Stock,
public or private, Borrower shall pay aU costs and cxpenses of every kind relating to sale and/or
deli very, including reasonable brokers' and attorneys' fees. and the proceeds of any sale of the
Pledged Stock shall be applied first against such fees. Borrower recognizes and agrees that
Lender may be unable to effect a public sale of all or pmt of the Pledged Stock, that II public sale
or attempted public sale shaJlllot be required to be commercially reasonablc and that Lender is
authorized to proceed directly to one or more pri vate sales to a festricted group of purchasers
(which group may include any or all of Lender) who will be obliged to agrce, among other
things, to acquire the Pledged Stock for their own account, for investment and without a view to
the distribution or resale thereof. Lender shall have no obligation to delay any sale of any of the
Pledged Stock, or to seek orrequest any registration of the Pledged Stock (cven if the issuer
agrees) or to take any other actions to improve the saleabHity of the Pledged Stock under any
Blue Sky Laws or otherwise. If Lender determines, in their sole discretion, that they wish to
keep the Pledged Stock, they may retain some for II purchase price equal to the greater of the
appraised value of same (as valued by an independent certified public a~countant or other
independent, qualit1ed appraiser selected by Lender) or the entire amount of thc Obligations.
8. Power of Attorney. In connection with any sale, assigmncnt, transfer or other
disposition pursuant to this Agreement, Borrower hereby names and appoints Lender as their
attorney-in-fact, in the Mme. place, and stead of either or both of Borrower, to execute all
nccessary cmlorsements, assignments or other instruments of conveyance or transler with respect
to al\ or any of the Plcdged Stock and such appointment, being coupled with an interest, is
therefore, irrevocable.
9. Further Assurances. Borrower shall, at any time and from time-to-time upon thc
reQucst ofthe Lender executc and deliver such further documents and instruments and do such
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further acts and things with rllspect to the Pledged Slock, as the Lender may reasonably request
to effectuate this Agreement, including, without limitation, the execution and tiling of finaucing
statements under the Uniform Commercial Code,
10. No Liability. Deyond the exercise of reasonable cate to assure the safe custody
of the Pledged Stock wIllIe held by Lender hereunder, ifand when in thc actual possession of the
Lender, shall have no duty or liability to collect any sums due illrcspect thereof or to protect or
preServe rights pertaining thereto, and shall be relieved of all responsibility tor the Pledged Stock
upon surrendcring slime to H. Daniel Beigh, III.
11. Termination. At such time as all of the Obligations shall have been satistied in
full, the pledge of the Pledged Stock shall terminate. the Lender shall rctum the Pledged Stock to
H. Daniel Beigh, m and this Agreement shall be of no further force and effect.
12. No Waiver. No failute on the part of Lender to exercise, 1101' any delay in
exercising, any right, power or privilege hereunder or under the Note shall operate as a waiver
thereof; nor shall any single or partial exercise orany other right, powet or privilege herewlder or
thereunder preclude allY other or further exercise thereof or the exercise of any other right, power
or privilege. The rights and remcdies herein provided are cumulative and are in addition to, and
not cxclusive ot~ allY rights or remedi~ provided by law. Lender shall be entitled to all equitable
remedies for enforcement of trus Agreement, including without limitation injunction and/or
specific performance.
13. Waiver by the Borrower. Borrowcr consents to any extensions, renewals and
forbearances grantcd by r ,ender with respcct to the Obligations and to their release of any
security, liens artd/or guarantees now or hereafter held by them with respect thereto, and agrees
that Lender may grant sllch extensions, renewals, forbearance and releases, without further
authority from Borrower and without affecting or impairing this Agreement or rights and
interests granted herein.
\4. Severability. The provisions ohms Agrcemcnt are severablll, and if any clause
or provision hereof shall be held by a court of competent jurisdiction to be invalid or
unenforceable, in whole or in part, then such invalidity or unentorceability shall attach only to
such clause or provision. or part rhereot~ and shall not ill any manner affect such clause or
provision in any other jurisdiction or any other clause or provision in this Agrcemcnt in any
jurisdiction.
15. Successors and Assigns. This Agreement shall inure to the benefit ofthe Lender
and their heirs, executors, administrators, personal representatives, successors and assigns, and
shall be binding upon Borrower and their heirs, executors, administrators, personal representa-
tives, successors and assigns.
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16. Governing Law. This Agreement shall be governed as to its validity,
interpretation and el1ect by the laws of the Commonwealth of Pennsylvania (excluding contlicts
oflaws).
17. Jurisdiction, Etc. The parties agree that jurisdiction and venue for resolution of
all disputes hereunder and all enforcement of this Agrecment shall be only in the courts of the
Commonwealth of pennsylvania in Cumberland County, Pennsylvania or the courts of the
United States for the Middle District of Pennsylvania.
18. Entire Agreement; Modification. This Agreemcnt, along with the Note, contain
all the agreemcnts and understandings among the parties hereto with respect to the subject matter
hereof and supersedcs all prior or contemporaneous agreements, understandings and/or
discussions with respect to such s\lbject matter. This Agreement may not be modified, amended
or rescinded, exccpt in writing signed by the parties hereto.
19. CllptioDS. Captions in the Agreement are included tl1r convenience of reference
only and shall not cl)l1stitute II part of this Agreement for any other reason.
20. Time. Timc is of the essence for cach. and every provision hcreot:
IN WITNF.SS WHEREOF, and intending to be legally bound hereby, Dorrower and
Lender have executed this Agreement the day and year liI.'st above written.
WITNESS:
BORROWER:
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(SEAL
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LENDER:
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T oinette L. Hess
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