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HomeMy WebLinkAbout02-5491Johnson, Duffle, Stewart & Weidner By: David W. DeLuce I.D. No. 41687 301 Market Street P. O. Box 109 Lemoyne, Pennsylvania 17043~0109 (717) 761-4540 Attorneys for Plaintiff PENNSYLVANIA STATE BANK, Plaintiff JOHN P. MICHAEL, LEE M. SHILLER, and ALLEN J. BLOOM, Defendants IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW CONFESSION OF JUDGMENT CONFESSION OF JUDGMENT Pursuant to the authority contained in the Warrant of Attorney contained in the Guarantys, copies of which are attached to the Complaint filed in this action, I appear for each of the Defendants and confess judgment in favor of Plaintiff and against each of the Defendants as follows: Unpaid Principal Interest Late Charges Attorney's Collection Fee Pursuant to the Guaranty (10%) $ 84,545.07 $ 3,413.51 $ 572.75 $ 8.795.86 Total Amount Due $97,327.19 plus costs of this suit, continuing interest accruing at the rate of $22.31 per diem, and late charges equal to 5% for each payment received 15 days or more late past the payment due date, arising subsequent to October 29, 2002. :164784.1 Respec'tl~ly submitted.¢-'~ ..~ David~. DeLVe - Attorney I.D. No. 41687 301 Market Street P.O. Box 109 Lemoyne, PA 17043-0109 Telephone (717) 761-4540 Attorneys for Plaintiff Johnson, Duffle, Stewart & Weidner By: David W. DeLuce I.D. No. 41687 301 Market Street P. O. Box 109 Lemoyne, Pennsylvania 17043-0109 (717) 761-4540 Attorneys for Plaintiff PENNSYLVANIA STATE BANK, Plaintiff JOHN P. MICHAEL, LEE M. SHILLER, and ALLEN J. BLOOM, Defendants COMPLAINT IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NO. CIVIL ACTION - LAW CONFESSION OF JUDGMENT AND NOW, this 11th day of November 2002, comes the Plaintiff, PENNSYLVANIA STATE BANK, by and through its undersigned attorneys, Johnson, Duffle, Stewart & Weidner, and files this Complaint pursuant to Pa. R.C.P. 2951(b) for judgment by confession, and in suppod thereof avers as follows: 1. Plaintiff, PENNSYLVANIA STATE BANK, is a Pennsylvania banking corporation organized and existing under the laws of the Commonwealth of Pennsylvania, with its principle place of business located at 2148 Market Street, Borough of Camp Hill, Cumberland County, Pennsylvania. 2. Defendant, JOHN P. MICHAEL is an adult individual residing at 800 West Renner Road, Richardson, Texas. 3. . Defendant, LEE M. SHILLER is an adult individual residing at 965 Grandon Way, Hampden To'~,nship, Cumberland County, Pennsylvania. /743 EO 4. Defendant,/~.~N~¢. BLOOM is an adult individual residing at 2045 Chevy Chase Drive, Susquehanna Township, Dauphin ~ot'~u ty, Pennsylvania. 1711 b 5. Each Defendant is a general partner of Shea Fiber Products, a general partnership organized and existing under the laws of the Commonwealth of Pennsylvania, with its principle place of business located at 1740 N. Cameron Street, City of Harrisburg, Dauphin County, Pennsylvania (hereinafter "Partnership"). 6. On or about September 19, 2001, Partnership executed a promissory note (hereinafter "Note") evidencing indebtedness owed by Partnership to Plaintiff in the principal amount of Eighty-Eight Thousand and No/100 Dollars ($88,000.00). 7. Contemporaneously with the execution of the Note, each Defendant executed a guaranty (hereinafter "Guaranty") which provides, among other things, that each Defendant absolutely and unconditionally guarantees and promises to pay all indebtedness, liabilities, and obligations of Partnership. A true and correct copy of each of the aforementioned Guarantys is attached hereto and marked Exhibit "A". 8. None of the aforementioned Guarantys has been assigned by Plaintiff. 9. No judgment on any of the aforementioned Guarantys has been entered in any jurisdiction. 10. Judgment is not being entered by confession against a natural person in connection with a consumer credit transaction. 11. Pursuant to the authority contained in each of the aforementioned Guarantys, each Defendant has authorized the entry of judgment against Defendant at any time, upon the occurrence of an event of default under the Note. 12. Partnership has caused an event of default to occur under the Note by failing to pay principal and interest due and owing for the months of June, July, August, September, and October 2002, whereby such failure has resulted in Plaintiff demanding that the entire sum under the Note is now immediately due and payable, calculated as follows: Unpaid Principal Interest Late Charges Attorney's Collection Fee Pursuant to the Guaranty (10%) $ 84,545.07 $ 3,413.51 $ 572.75 $ 8.795.86 Total Amount Due $g7,327.19 plus costs of this suit, continuing interest accruing at the rate of $22.31 per diem, and late charges equal to 5% for each payment received 15 days or more late past the payment due date, arising subsequent to October 29, 2002. 13. Plaintiff is entitled to judgment against each Defendant, jointly and severally, in the sum of Ninety-Seven Thousand Three Hundred Twenty-Seven and 19/100 Dollars ($97,327.19), plus costs of this suit, continuing interest accruing at the rate of $22.31 per diem, and late charges equal to 5% for each payment received 15 days or more late past the payment due date, arising subsequent to October 29, 2002. WHEREFORE, Plaintiff demands judgment against each Defendant, jointly and severally, in the sum of Ninety-Seven Thousand Three Hundred Twenty-Seven and 19/100 Dollars ($97,327.19), plus costs of this suit, continuing interest accruing at the rate of $22.31 per diem, and late charges equal to 5% for each payment received 15 days or more late past the payment due date, arising subsequent to October 29, 2002, as authorized by the Warrant of Attorney appearing in the attached instrument. :164784.1 Respectfully submitted, ~-(..,/Dav~I V~ll~eLu~' ' ' Attorney I.D. No. 41687 301 Market Street P.O. Box 109 Lemoyne, PA 17043-0109 Telephone (717) 761-4540 Attorneys for Plaintiff COMMERCIAL GUARANTY References n the shsded area are for Lender's use onl,y,~n,,d, do not m t the applicability of this document to any particular loan or I e . Any item above containing hss been omitted due to text length limlt~fions. I Borrower: Shes Fiber Products (TIN: 7~-2718892) Lender: PENNSYLVANIA STATE BANK 174S N. Cameron Street Colonial Park Financial Center (717) 541--0500 Guarantor: John P. Michael (SSN: 524-78-4112) 800 West Rennet Road Richardson, TX 75080 AMOUNT OF GUARANTY. This Is a guaranty of payment of lOO.000% of the Note, Including without limitation the principal Note amount of Eighty. eight Thousand & 001100 Dollars ($88,oo0.oo). GUARANTY. For good and valuable consideration, John P. Michael ("Guarantor") absolutely and unconditionally guarantees and promises to pay to PENNSYLVANIA STATE BANK ("Lender ') or it,s,, order, in !egal tender of the United States of America, 100.000% of the Indebtedness (as that term is defined below) of Shes Fiber Products ( Borrower ) to Lender on the terms and conditions set forth In th S Guaranty. Guarantor agrees that Lender, In its sole dlsoretlon, may determine which portion of Borrower's Indebtedness to Lender Is covered by Guarantor's percentage guaranty, MAXIMUM LIABILITY. The maximum liability of Guarantor under this Gusranty shall not exceed at any one time 100.000% of the amount of the Indebtedness described herein, plus all costs And expenses of ia) enforcement of this Gusranty and (Bi collection and sale of any collateral securing this Guaranty. The above I[mitafiqn on liability is ~ot a restriction on the amount of the Indebtedness of Borrower to Lender either in the eggragate or at any one time. If Lender presently holds one or more guaranties, or hereafter receives additional guaranties from Guarantor, Lender's rights under all guaranties shall be cumu[Afive. This Guaranty shall not (unless specifically provided below to the contrary) affect or invalidate any such other guaranties. Gusrantor's liability wilt be Guarantor's aggregate liability under the terms of this Guaranty and sny such other unterminated guaranties. INDEBTEDNESS GUARANTEED. The Indebtedness guaranteed by this Guaranty includes the Note, including ia) all principal, (b) all interest, (c) all late charges, id) all loan fees and Iosn charges, snd (e) ail collection costs end expenses relating to the Note or to any cotlsterat for the Note. Collection costs and expenses include without lim[tafion all of Lender's aftorneys' fees. DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of Shy acceptance..bY Lender, or any notiCer to Guarantor or to Borrower, and w I continue in full force unt a ndebfedness sh~l have been fully and finally paid and safis~ied.and~[I .of~ara~te other obligations under this Guaranty shall have been performed in full. Ralssse of any other guarantor or termination-of ~nY other-cjua~'ecty"of-the indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation Lender receives from Any one or more Guarantors shall affect the liability of any remaining Guarantors under this Guaranty. GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, without notice or demand and without lessening Guarantor's liability under this Guaranty, from time to time: ia) to make one or more additional secured or unsecured loans to Borrower, to lease equipment or other goods to Borrower, or otherwise to extend additional credit to Borrower; (Bi to alter, compromise, renew, extend, eccalerafe, or otherwise change one or more times the time for payment or other terms of the Indebtedness or any part of the Indebtedness, including increases and decreases of the rate of interest on the Indebtedness; extensions may be repeated And may be for longer than the original loan term; (C) to take and hold security for the payment of this Guaranty or the Indebtedness, and exchsnge, enforce, waive, subordinate, fall or decide not to perfect, And release Any such security, with or without the substitution of new collateral; iD) to release, substitute, sgrae not to sue, or dss with any one or more of Borrower s sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; (E) to determine how, when and what application of payments and credits shall be made on the Indebtedness iF) to apply such security and direct the order or manner of sale thereof, including without [imitation, any nonjudicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in Its discretion rosy determine; (G) to salt, transfer, Assign or grant pedicipations in All or Any part of the Indebtedness; and (Hi to ~ssign or transfer this Guaranty in whole or in part. GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that ia) no representations or agreements of any k,n_d have been made to Guarantor which wou d mt or qua fy in any way he terms of hs Guaranty (Bi this Guaranty is executed at Borrower s request and not At the request of Lender; (C} Gusran or has full power, right And authority to en er nfo th s Guaranty; D) the provs ocs of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not And will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially si[ of Guarantor's assets, or any interest therein; (Fi upon Lender's request, Guarantor will provide to Lender financial and credit information in form accepfeble to Lender, And all such financial information which currently has been, and All future financial information which will be provided to Lender is and will be true end correct in all material respects and faltty present Guarantor's financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially Adversely affect Guarantor's financial condition; (Hi no Ittigat[on, claim, investigation, sdministrefive proceeding or similar action (including those for unpaid taxes) Against Guarantor is pending or threatened; ([) Lender has made no represer~tat[on to Guarantor as to the creditwodhiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor fudher Agrees that Lender shall have no obligation to disclose to Guarantor any information or documents Acquired by Lender in the course of its relationship with Borrower. GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives Any right to require Lender ia) to continue [ending money or to extend other credit to Borrower; (Bi to make Any presentment, protest, demand, or notice of any kind, including notice of Any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of Any action or nonacfion on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (C) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; iD) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (E) to give notice of the terms, time, and place of any public or private sale of persona[ property security held by Lender from Borrower or to comply With any other applicable provisions of the Uniform Commercial Code; iF) to pursue any other remedy within Lender's power; or (G) to commit any act or omission of any kind, or at A~y time, with respect to Any matter whatsoever. in addition to the waivers set torth above, [f now or hereafter Borrower is or shall become insolvent and the Indebtedness shall not at all times until paid COMMERCIAL GUARANTY (Continued) Page 2 Loan No: 5201272-01 be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and gives up in favor of Lender end Borrower, end Lender's end Borrower's respective successors, any claim or right to payment Guarantor may now have er hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy lows. Guarantor also waives any end all rights cr defenses adsing by reason of (A) any "one action" or "anti-deficiency" law er any other law which may prevent Lender from bdnging any action, including e claim for deficiency, against Guarantor, before or after Lender's commencement or completion cf any foreclosure action, either judicially or by exercise of a power of sets; (B) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's dghts to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by resscn of any law limtfing, qualifying, or discharging the Indebtedness; (C) any disability or other defense of Borrower, of any other guarantor, er of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (D) any dght to claim discharge of the Indebledness on the basis of unjustified impairment of any collateral for the indebtedness; (E) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor ts commenced, there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (F) any defenses given to guarantors at law or in equity other than actual payment end performance of the Indebtedness. If payment is made by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to essed or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, receupment or similar dght, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both. GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees that each of the waivers set forth above is made with Guarantor's fuji knowledge of its significance and consequences end that, under the circumstances, the waivers are reasonable end not contrary to public policy or ]aw. If any such waiver is determined to be contrary to any applicable taw or public policy, such waiver shaft be effective only to the extent permitted by law or public policy. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in ail Guarantor's accounts with Lender (whether checking, savings, or some other account). This includes ali accounts Guarantor holds jointly with sorseene else and ell accounts Guarantor may open in the future. However, this does ncr include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Guarantor authorizes Lender, to the extent permitted by applicable law, to hold these funds if there is a default, and Lender may apply the funds in these acccunts to pay what Guarantor owes under the terms of this Guaranty. SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the Indebtedness of Borrower to Lender, whether now existing or hereafter created, shall be superior to any claim that Guarantcr may now have or hereafter acquire against Borrower, whether or not Borrower becomes insolvent. Guarantor hereby expressly subordinates any claim Guerentor may have against Borrower, upon any account whatsoever, to any claim that Lender may now or hereafter have against Borrower. In the event of Insolvency and consequent liquidation of the assets of Borrower, through bankruptcy, by an assignment for the benefit of creditors, by voluntary liquidation, or otherwise, the assets of Borrower applicable t~the pe~yment of the claims of both Lender and Guarantor shall be paid to Lender and shall be first applied by Lender to the Indebtedness of Borrower to Lender. Guarantor does hereby assign to Lender ail claims which it may have or acquire against Borrower or against any assignee or trustee in bankruptcy of Borrower; provided however, that such esslgnment shell be effective only for the purpose of assuring to Lender full payment in legal tender of the Indebtedness. If Lender so requests, any notes or credit agreements now or hereafter evidencing any debts or obligations of Borrower to Guarantor shall be marked with a legend that the some are subject to this Guaranty and shall be delivered to Lender. Guarantor agrees, end Lender ts hereby authorized, in the name of Guarantor, from time to time to execute and file financing statements and continuation statements and to execute such other documents and to take such other actions as Lender deems necessary or appropriate to perfect, preserve and enforce its rights under this Guaranty. CONFESSION OF JUDGMENT. Guarantor hereby irrevocably authorizes end empowers any ettorney-.at-law to appear in any court of record end to confess judgment against Guarantor for the unpaid amount of this Guaranty es evidenced by an affidavit signed by an officer of Lender setting forth the amount then due, attorneys' fees plus costs of suit, and to re]ease ell errors, and waive all rights of appeal. If a copy Df this Guaranty, verified by an affidavit, shell have been filed in the proceeding, it wile net be necessary to file the original as a warrant of attorney. Guarantor waives the right to any stay of exesutien and the benefit of all exemption laws now er hereafter in effect. No single exercise of the foregoing warrant and power to confess judgment will be deemed to exhaust the power, whether or not any such exercise shall be held by any court to be invalid, voidable, or void; but the power will continue undiminished and may be exercised from time to time as Lender may elect until ali amounts owing on this Guaranty have been paid in full MISCEEEANEOUSPROVIS]ONS~he f~io-Wih{'miscellaneeuspre~i§~0~re a part of thls Guarantyi Amendments, This Guaranty, together with any Related Documents, constitutes the entire underatand[ng and agreement of the parties as to the matters set forth in this Guaranty. No alteration of or amendment to this Guaranty shell be effective unless given in writing and signed by the pedy or parties sought to be charged or bound by the e]teration or amendment. Attorneys' Fees; Expenses. Guarantor agrees to pay upon demand all of Lender's costs and expenses, including Lender's attorneys' fees and Lender's legal expenses, incurred in connection with the enforcement of this Guaranty. Lender may hire or pay someone else to help enforce this Guaranty, end Guarantor shall pay the costs and expenses of such enforcement. Costs and expenses include Lender's attorneys' fees and legal expenses whether or not there is a lawsuit, including atto!mays' fees and legal expenses fcr bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services. Guarantor also shall pay all court costs and such additional fees as may be directed by the court. Caption Headings. Caption headings in this Guaranty are for convenience purposes only and are not to be used to interpret or define the provisions of this Guaranty. Governing Law. Thts Guaranty will be governed by, construed and enforced In accordance with federal law and the laws of the Commonwealth of Pennsylvania. This Guaranty has been accepted by Lender in the Commonwealth of Pennsylvania. Integration. Guarantor further agrees that Guarantor has read and fully understands the terms of this Guaranty; Guarantor has had the opportunity to be advised by Guarantor's attorney with respect to this Guaranty; the Guaranty fully reflects Guarantor's intentions and parol evidence is not required to interpret the terms of this Guaranty. Guarantor hereby indemnifies end holds Lender harmless from all losses, claims, damages, and costs (including Lender's attorneys' fees) suffered or incurred by Lender as a result of any breach by Guarantor of the warranties, representations and agreements of this paragraph. Interpretation. in all cases where ther' more than one Borrcwer or Guarantor, then all we' used in Ihis Guaranty in the singular shall be deemed to have been used in the plura, ~re the context and construction so require; and wh, .here is more than one Borrower named in this Guaranty or when this Guaranty is executed by more than one Guarantor, the words "Borrower" and "Guarantor" respectively shall mean all and Loan No: 5201272-01 COMMERCIAL GUARANTY (Continued) Page 3 any one or more of them. The words "Guarantor," "Borrower," and "Lender" include the heirs, successors, assigns, and transferees of each of them. If a court finds that any provision of this Guaranty is not valid or should not be enforced, that fact by itself wi[[ not mean that the rest of this Gusrenty will not be valid or enforced. Therefore, e court will enforce the rest of the provisions of this Guaranty even if a provision of this Gus. rarity may be found to be invalid or unenforceable, if shy one or more of Borrower or Guarantor are corporations, partnerships, limited liability companies, or similar entities, it is not necessary for Lender to inquire into the powers of Borrower cr Guarantor or of the officers, directors, partners, managers, or other agents acting or purporting to act on their behalf, and any Loan indebtedness mede or created in reliance upon the professed exercise of such powers shall be guaranteed under this Guaranty. Notices, Un[ess otherwise provided by applicable law, any notice required to be given under this Guaranty shall be given in wdting, and shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law), when. deposited with a rmtioc~Jly recognized overnight courier, or, if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this Guaranty. Any party may change its address for notices under this Guaranty by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, Guarantor agrees to keep Lender informed at all times of Guarantor's current address. Unless otherwise provided by applicable law. if there is more than one Gusranfer, any notice given by Lender to any Guarantor is deemed to be notice given to eli Guarantors. No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Guaranty unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising Any dght shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Guaranty shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other [~rovslon _o,f this Guaranty. No pror waiver by Lender nor any course of dealing between Lender end Guarantor, shall constitute a waiver o enyrof Lenders rights or of any of Guarantor's obligations as to any future transacti0n~i When~r the Ccnsent Of Lender is required under this Guaranty, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender, Successors and Assigns. The terms of this Guaranty shall be binding upon Guarantor, and upon Guarantor's heirs, personal representatives, successors, and assigns, and shall be enforceabts by Lender end its successors and assigns. DEFINITIONS. The following capifelized words and terms shall have the following meanings when used in this Guaranty. Unless speciticaliy stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise defined in this Guaranty shall have the meanings attributed to such terms in the Uniform Commercial Code: Borrower. The word "Borrower" means Shes Fiber Products, and all other persons and entities signing the Note in whatever capacity. Guarantor. The word "Gueranfer" means each and every person or entity signing this Guaranty, including without limitation John P. Michael. Guaranty. The word "Guaranty" means the guaranty from Guarantor to Lender, including w[thout limitation a guaranty of all or part of the Note. .Indebtedness. The word "Indebtedness" means Borrower's indebtedness to Lender as more particularly described in this Guaranty. Lends,'. The word "Lender" means PENNSYLVANIA STATE BANK, its successors and assigns. Note. The word "Note" means the promissory note dated September 19, 2001, In the original principal amount of $88,000.00 from Borrower to Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the promissory note or agreement. Related Documents, The words "Related Documents" mean ali promissory notes, credit sgrsements, [Den agreements, environmenfe[ agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements.~nd documents, whether now or hereafter existing, executed in connection with the Indebtedness. CONFESSION OF JUDGMENT. GUARANTOR HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT iN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR GUARANTOR AFTER THE AMOUNTS HEREUNDER BECOME DUE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT AGAINST GUARANTOR FOR THE ENTIRE PRINCIPAL BALANCE OF THIS GUARANTY AND ALL ACCRUED iNTEREST, LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THE INDEBTEDNESS, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10%) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FiVE HUNDRED DOLLARS ($500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS GUARANTY OR A COPY OF THIS GUARANTY VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THiS GUARANTY TO CONFESS JUDGMENT AGAINST GUARANTOR SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS GUARANTY. GUARANTOR HEREBY WAIVES ANY RIGHT GUARANTOR MAY HAVE TO NOTICE OR TO A HEARING iN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO GUARANTOR'S A'I~'ENTION OR GUARANTOR HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS COMMERCIAL GUARANTY AND GUARANTOR AGREES TO ITS TERMS. THIS COMMERCIAL GUARANTY IS DATED SEPTEMBER 19, 2001. THIS GUARANTY IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS GUARANTY IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. GUARANTOR: John P. Micl'~ael, Indi¥[dually COMMERCIAL GUARANTY Loan No: 5201272-01 (Continued) INDIVIDUAL ACKNOWLEDGMENT Page 4 COMMONWEALTH OF PENNSYLVANIA ) OntNs, the /l~'v~ dsyo' .<~f~Jr~"~"'~.¢~'' ,20 <~t ,beforeme H{.(4"/' )Ct ~'U t I.'~,'~/' ~undersigned No~-sry Public, personally appeared ,John P. Michsel, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument, and acknowledged that he or she executed the same for the purposes therein contained. In witness whereof, I hereunto set my hand and official seal, COMMERCIAL GUARANTY d~ument to p~Hlculsr loan or item Re.fences in the shaded ~ras ara for Lender's use onl~ do not limit the applicabili~ of this ~ny J Any item above containing h~ been om[fled due ta ta~ length limitations. Borrower: Shea Fiber Products (TIN: 75-2718092} 1745 N. Cameron Street Harrisburg, PA 17101 Guarantor: Lee M, Schiller (SSN: 110-20-5524) 405 Blacklatch Lane Camp Hill, PA 17011 Lender: PENNSYLVANIA STATE BANK Colonial Park Financial Center 500 Colonial Road Harrisburg, PA 17112 (717) 541-0500 AMOUNT OF GUARANTY. This Is a guaranty of payment of lOO.O00% of the Note, Including without limitation the principal Note amount of Eighty-eight Thousand & 00/100 Dollars ($88,000.00). GUARANTY. For good and valuable consideration, Lee M. Schiller ("Guaranlor") absolutely and unconditionally guarantees and promises to pay to PENNSYLVANIA STATE BANK ("Lender") or Its order, In legal tender of the United States of America, lOO.000% of the Indebtedness (as that term Is Oefined below) of Shea Fiber Products ("Borrower") to Lender on the terms and conditions sat forth in this Guaranty. Guarantor agrees that Lender, In Its sole discretion, may determine which portion of Borrower's indebtedness to Lender Is covered by Guarantor's percentage guaranty, MAXIMUM LIABILITY. The maximum liability of Guarantor under this Guaranty shall not exceed at any one time 100.000% of the amount of the Indebtedness described herein, plus ali costs and expenses of (A) enforcement of this Guaranty and (B) collection and sale of any collateral securing this Guaranty. The above limitation on liability is not a restriction on the amount of the Indebtedness ot Borrower to Lender either in the aggregate or at any one time. If Lender presently holds one or more guaranties, or hereafter receives additional guaranties from Guarantor, Lender's rights under all guaranties shall be cumulative. This Guaranty shall not (unless specifically provided below to the contrary) affect or Invalidate any such other guaranties, Guarantor's liability will be Guarantor's aggregate liability under the terms of this Guaranty and any such other untermlnated guaranties· INDEBTEDNESS GUARANTEED. The Indebtedness guaranteed by this Guaranty includes the Note, including (a) all principal, (b) all interest, (c) all late charges, (d) all loan fees and Ieee charges, and (e) all collection costs end expenses relaflng to the Note or to any collateral for the Note. Collection costs and expenses include without limitahon a~1 of Lender's attorneys' fees. DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender, or any notiCer to Guarantor or to Borrower, and will continue in full force until all Indebtedness shall have been fully and finally pa d end sat stied and all of Guarantos other obligations under this Guaranty shall have been performed in full Release of any other guarantor or terminafiorrof~ny other guaranty of ~e Indebtedness shall not affect the liability of Guarantor under this Guaranty, A revocation Lender receives from any one or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, without notice or demand and without lessening Guarantor's liability under this Guaranty, from time to time: (A) to make one or more additional secured or unsecured loans to Borrower, to lease equipment or other goods to Borrower. or otherwise to extend additional credit to Borrower; (B) to alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of the Indebtedness or any part of the Indebtedness, including increases and decreases of the rate of interest on the indebtedness; extensions may be repeated and may be for longer than the original loan term; (C) to tske and hold security for the payment of this Guaranty or the indebtedness, and exchange, enforce, waive, subordinate, fall or decide not to perfect, and release any such security, with or without the substitution of new collateral; (D) to release, substitute, agree net to sue, or deal with any one or more of Bon'ower's sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; (E) to determine how, when and what application of payments and credits shall be made on the indebtedness (F) to apply such security and direct the order or manner of sale thereof, including without limitation, any nonjudicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; (G) to sell, transfer, assign or grant participations in all or any part of the indebtedness; and (H) to assign or transfer this Guaranty in whole or in part. GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that (A) no representations or agreements of any kind have been made to Guarantor which woutd limit or qualify in any way the terms of this Guaranty; (B) this Guaranty is executed at Borrower's request and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in e default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any [aw, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior writ[an consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (F) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor's financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor's tinancia[ condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (H) no IJflgation, claim, investigation, administrative proceeding or similar action (incfuding those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Sorrower on a continuing basis information regarding Borrower's financiai condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that Lender shall have no obl[gaflon to disclose to Guarantor any information er documents acquired by Lender in the course of its relationship with Borrower. GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (A) to continue lending money or to extend other credit to Borrower; (B) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the indebtedness or of any nonpayment related to any collateral, or notice of any action or nonacflon on the part of Borrower, Lender, any surety, endorser, or other guarantor [n connection with the Indebtedness or in connect[on with the creation of new or additional loans or obligations; (C) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (D) to proceed directly against or exhaust any co[lateral held by Lender from Borrower, any other guarantor, or any other person; (E) to give notice of the terms, time, and place of any public or private sale of persone. I property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (F) to pursue any other remedy within Lender's power; or (G) to commit any act or omission of any kind, er at anytime, with respect to any matter whatsoever. In addition to the waivers set torth above, [f new or hereatter Borrower is or shall become insolvent and the Indebtedness shall not at all times until paid COMMERCIAL GUARANTY ' (Continued) Page 2 Loan No: 5201272-01 be fully secured by collateral pledged by Sorrower, Guarantor hereby forever waives and gives up in favor of Lender and Sorrower, and Lender's and Sorrewer's respective successors, any claim or right to payment Guarantor may now have or hereafter have Or acquire against Sorrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Sorrower within the meaning of 11 U,S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all dghts or defenses arising by reason of (A) any "one action" or "anti-deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (Si any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitstion, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (C) any disability or other defense of Sorrower, of any other guarantor, or of any other person, or by reason of the cessation cf Sorrower's liabilify from any cause whatsoever, other than payment in full in legal tender, of the indebtedness; (D) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (E) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced, there is outstanding Indebtedness of Sorrower to Lender which is not barred by any applicable statute of limitations; or (Fi any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Sorrewer's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Sorrower, the Guarantor, or both, GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS, Guarantor warrants and agrees that each of the waivers set tsdh above is made with Guarantor's full knowledge of its significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to public policy or law. tf any such waiver is determined to be contrary to any applicable law or public policy, such waiver shall be effective only to the extent permitted by ~aw or public policy. RIGHT OF SETOFF. To the extsnt permitted by applicable law, Lender reserves a dght of setoff in all Guarantor's accounts with Lender (whether checking, savings, er some other account). This Includes all accounts Guarantor holds jointly with someone else and all accounts Guarantor may open in the future. However, this does not include any IRA or Keogh accounts, or any frusl accounts for which setsff would be prohibited by law. Guarantor authorizes Lender, to the extent permitted by applicable law, to hold these funds if there is a default, and Lender may apply the funds in these accounts to pay what Guarantor owes under the terms of this Guaranty. SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the indebtedness of Sorrower to Lender, whether now existing or hereafter created, shall be superior to any claim that Guarantor may now have or hereafter acquire against Sorrower, whether or not Sorrower becomes insolvent. Guarantor hereby expressly subordinates any claim Guarantor may have against Sorrower, upon any account whatsoever, to any claim that Lender may now or hereafter have against Borrower. In the event of insolvency and consequent liquidation of the assets of Sorrower, through bankruptcy, by an assignment for the benefit of creditors, by voluntary liquidation, or otherwise, the assets of Sorrower applicable to the payment of the claims of both Lender and Guarantor shall be paid to Lender and shall be first applied by Lender to the Indebtedness of Sorrower to Lender. Guarantor does hereby assign to Lender all claims which it may have or acquire against Sorrower or against any assignee or trustee in bankruptcy of Borrower; provided however, that such assignment shall be effective only for the purpose of assuring to Lender full payment in legal tender of the indebtedness, tf Lender so requests, any notes or credit agreements now or hereafter evidencing any debts or obligafions of Borrower to Guarantor sha)l be marked with a legend that the same are subject to this Guaranfy and shall be deliverad to Lender, Guarantor agrees, and Lender is hereby authorized, in the name of Guarantor, from time to time to execute and file financing statements and continuation statements and to execute such other documents and to take such other actions as Lender deems necessary or appropriate to perfect, preserve and enforce its rights under this Guaranty. CONFESSION OF JUDGMENT. Guarantor hereby irrevocably authorizes and empowers any attorney-at-law to appear in any court of record and to confess judgment against Guarantor for the unpaid amount of this Guaranty as evidenced by an affidavit signed by an officer of Lender setting forth the amount then due, attorneys' fees plus costs of suit, and to release all errors, and waive all dghts of appeal. If a copy of this Guaranty, verified by an affidavit, shall have been filed in the proceeding, it will not be necessary to file the original as a warrant of attorney. Guarantor waives the right to any stay of execution-and the~benefi'of alkexemption laws now or hereafter in effect.-' No singts~exerclse of tho"forego[n9 warrant anEpowet to confess judgment will be deemed to exhaust the power, whether or not any such exam[se shall be held by any court to be invalid, voidable, or void; but the power will continue undim[ntshed and may be exercised from fime to time as Lender may elect unfit all amounts owing on this Guaranty have been paid in full. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Guaranty: Amendments. This Guaranty, together with any Related Documents, constitutes the enfirs understanding and agreement of the parties as to the matters set forth in this Gueranty. No alteration of or amendment to this Guaranty shall be effective unless given in writing and signed by the party or part[es sought to be charged or bound by the alteration or amendment. Attorneys' Fees; Expenses. Guarantor agrees to pay upon demand all of Lender's costs and expenses, including Lender's ettorneys' fees and Lender's legal expenses, incurred in connection with the enforcement of this Guaranfy. Lender may hire or pay someone else to help enforce this Guaranty, and Guarantor shall pay the costs and expenses of such enforcement. Costs and expenses include Lender's attorneys' fees and legal expenses whether or not there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services. Guarantor also shall pay all court costs and such additional fees as may be directed by the coufl, Caption Headings. Caption headings in this Guaranty are for convenience purposes only and are not to be used to interpret or define the provisions of this Guaranty. Governing Law. This Guaranty will be governed by, construed and enforced In accordance with federal law and the laws of the Commonwealth of Pennsylvania. This Guaranty has been accepted by Lender In the Commonweafth of Pennsylvania. Integration. Guarantor further agrees that Guarantor has read and fully understands the terms of this Guaranty; Guarantor has had the oppodunity to be advised by Guarantor's afforney with respect to this Guaranty; the Guaranty fully reflects Guarantor's intenfions and parol evidence is not required to interpret the terms of this Guaranty. Guarantor hereby indemnities and holds Lender harmless from ali losses, claims, damages, and costs (including Lender's attorneys' fees) suffered or incurred by Lender as a result of any breach by Guarantor of the werrsnt[es, representations and agreements of this paragraph. Interpretation. [n all cases where th¢ '~ more than one Borrower or Guarantor, then all ',.,' '~ used in this Guaranty in the singular shall be deemed to have been used in the plur. .lore the context and construcfion so require; and v. , there is more than one Borrower named in this Guaranty or when this Guaranty is executed by more than one Guarantor, the words "Borrower" And "Guarantor" respectively shall mean all and Loan No:5201272-01 COMMERCIAL GUARANTY (Continued) Page 3 any one or more of them. The words "Guarantor," "Borrower," and "Lender" include the heirs, successors, assigns, and transferees of each of them. If a court finds that any provision of this Guaranty is not valid or should not be enforced, that fact by itself will not mean that the rest of this Guaranty will not be valid or enforced. Therefore, a court will enforce the rest of the provisions of this Guaranty even if e provision of this Guaranty may be found to be invalid or unenforceable, if any one or more of Borrower or Guarantor ere corporet[ons, partnerships, limited liability companies, or similar entities, it is not necessary far Lender to inquire into the powers of Borrower or Guarantor or of the officers, directors, partners, managers, or other egents acting or purporting to act on their behalf, and any Loan indebtedness made or created in reliance upon the professed exercise of such powers shall be guaranteed under this Guaranty. Notices. Unless otherwise provided by applicable law, any notice required to be given under this Guaranty shall be given in writing, and shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law), when deposited with a z~ationally recognized overnight courier, or, if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this Guaranty. Any party may change its address for notices under this Guaranty by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, Guarantor agrees to keep Lender informed at all times of Guarantor's current address. Unless otherwise provided by applicable law, if there Is more than one Guarantor, any notice given by Lender to any Guarantor is deemed to be notice given to all Guarentors. No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Guaranty unless such waiver is given in writing end signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as e waiver of such right or any other right. A waiver by Lender of a provision of this Guaranty shall not prejudice or constitute e waiver of Lender's right otherwise to demand strict compliance with that provision or any other provisicn of this Guaranty. No prior waiver by Lender, nor any course of dealing between Lender and Guarantor, shall constitute a waiver of any of Lender's rights or of any of Guarantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Guaranty, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender. Successors and ASSl§ils: 'The t~rmS of thtsGua~enty shall be b[nding~upon Gt.~rantor,, and upon Guarantor's heirs; personal representatives, successors, and assigns, and shall be enforceable by Lender and its successors and assigns. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Guaranty. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise defined in this Guaranty shall have the meanings attributed to such terms in the Uniform Commercial Code: Borrower. The word "Borrower" means Shea Fiber Products, and all other persons and entities signing the Note in whatever capacity. Guarantor. The word "Guarantor" means each and every person or entity signing this Guaranty, including without limitation Lee M. Schiller. Guaranty. The word "Guaranty" means the guaranty from Guarantor to Lender, including without limitation a guaranty of all or part of the Note. Indebtedness, The word "Indebtedness" means Borrower's indebtedness to Lender as more particularly described in this Guaranty. Lender. The word "Lender" means PENNSYLVANia STATE BANK, its successors and assigns. Note. The word "f',~ots" means the promissory note dated September 19, 2001, in the original principal amount of $88,000.00 from Borrower to Lender, together with all renewals of, extensions of, modifications of, reflnancings of, consolidations of, and substitutions for the promissory note or agreer~ent. Related Documents. The words "Related Documents" mean ell promissory notes, credit agreements, loan agreements, environments[ agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collatsrel mortgages, and all other instruments, agreements end documents, whether now or hereafter existing, executed in connection with the [ndebtsdness. CONFESSION OF JUDGMENT. GUARANTOR HEREBY iRREVOCABLY AUTHORIZES AND EMPOWERS ANY A'~-I'ORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR GUARANTOR AFTER THE AMOUNTS HEREUNDER BECOME DUE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT AGAINST GUARANTOR FOR THE ENTIRE PRINCIPAL BALANCE OF THIS GUARANTY AND ALL ACCRUED INTEREST, LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THE iNDEBTEDNESS, TOGETHER WITH COSTS OF SUIT, AND AN A'~'ORNEY'S COMMISSION OF TEN PERCENT (10%) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS ($500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS GUARANTY OR A COPY OF THIS GUARANTY VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED iN THIS GUARANTY TO CONFESS JUDGMENT AGAINST GUARANTOR SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THiS GUARANTY. GUARANTOR HEREBY WAIVES ANY RIGHT GUARANTOR MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO GUARANTOR'S A'I-['ENTiON OR GUARANTOR HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL, GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS COMMERC{AL GUARANTY AND GUARANTOR AGREES TO ITS TERMS. THIS COMMERCIAL GUARANTY IS DATED SEPTEMBER 19, 2001. THIS GUARANTY IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS GUARANTY IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. GUARANTOr: /',.. Lee M. Schiller, Individually ~. COMMERCIAL GUARANTY "Loan No: 5201272-01 (Continued) Page 4 INDIVIDUAL ACKNOWLEDGMENT COMMONWEALTH OF PENNSYLVANIA ~ ) :~/ ~'"~ 'C-\ dl )SS COUNTY OF ~ ~.~]~'\, ^ Q k-, ) b~ the p~rson whos~ n~me is subscribed to the within instrument, ~nd ~cknowledged that he or she ~xe~uted the same for the purposes therein contained. In witness whereof, I hereunto set my hand and official seal. ~;,:,,~ ~,,~,~,,~- , Notary Public in and for the State of ?'/~ J3_~,~/l U~'~ bl t~'~ COMMERCIAL GUARANTY References n the shaded area ara for Lenders use onl~ do not Imtt the eppl[cabili~ of this d~umant to shy pa~icular ~n or ~em. Any item above containing has been omiffed due to Borrower: Shes Fiber Products (TIN: 75-2718892) 1745 N. Cameron Street Harrisburg, PA 17101 Guarantor: Alien J. BIoom (SSN: 204-26-8690) 2045 Chew Chase Drive Harrisburg, PA 17110 Lender: PENNSYLVANIA STATE BANI( Colonial Park Financial Center 500 Colonial Rosa Harrisburg, PA 17112 (717) 541.-0500 AMOUNT OF GUARANTY. This Is a guaranty of payment of 100.000% of the Note, including without limitation the principal Note amount of Eighty-eight Thousand & 001100 Dollars ($88,000,00). GUARANTY. For good and valuable consideration, Allen J. Bloom ("Guarantor") absolutely and uncondlUonally guarantees and promises to pay to PENNSYLVANIA STATE BANK (!'Lender~) or ,ts, order, ln,~egel tender of the Unltsa States of Amer!ca, !00,000% of the Indebtedness (as that term is defined below) of Shes Fiber Products ( Sorrower ) to Lender on the terms and cond lions set forth In this Guaranty~ GuarantOr agrees that Lender, In its scle discretion, may determine which portion of Borrower's indebtedness to Lender Is covered by Guarantor's percentage guaranty. MAXIMUM LIABILITY. The maximum liability of Guarantor under this Guaranty shslt not exceed at any one time 100.000% of the amount of the Indebtedness described herein, plus all costs and expenses of (A) enfomemact of this Guaranty and (B) collecfion and sale of any colletara] securing this Guaracty. The above limitation on liability is not a restriction on the amount of the indebtedness of Borrower to Lender either in the aggregate or at any one time. If Lender presently holds one or more guaranties, or hereafter recmves add fionel guaranfies from Guarantor, Lender s rights under ail guaranties shall be cumulative. This Guaranty shall not (unless speciflually provided below to the confi'ery) affect or inualidate any such other guaranfies. Guarantor's liability will be Guarantor's aggregate liabi[ity under the terms of this Guaranty and any such other untermlnated guaranties. INDEBTEDNESS GUARANTEED. The indebtedness guaranteed by this Guaranty includes the Note, including (a) all principal, (b) all interest, (c) all leto charges, (d) all loan fees and loan charges, and (e) ail collection costs and expenses relating to the Note or to any collateral for the Note. Collection costs and expenses include without limitation all of Lender's attorneys' fees. DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender, or any notice to Guarantor or to Borrower, and will continue in full force until ail indebtedness shall have been fully and finally paid and satisfied .and-all of Guarantor~s other obligations under this Guaranty shall have been performed in full. Release of any other guarantor or term[nation of any other guaranty of the Indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation Lender receives from any one or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, without notice or demand and without lessening Guarantor's liability under this Guaranty, from time to time: (A) to make one or more additional secured or unsecured loans to Borrower, to lease equipment or other goods to Borrower, or otherwise to extend addifionel credit to Sorrower; (B) to alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of the indebtedness or any part of the indebtedness, including incrasses and decreases of the rate of interest on the Indebtedness; extensions may be repeated and may be for longer than the original loan term; (C) to take end hold security for the payment of this Guaranty or the Indebtedness, and exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any such security, with or without the substitufion of new collateral; (D) to release, substitute, agree not to sue, or deal with any one or more of Borrower's sureties, endorsers, or other guaractors on any terms or in any manner Lender may choose; (E) to determine how, when and what application of payments and credits shall be mede on the Indebtedness (F) to apply such security and direct the order or manner of sale thereof, including without limitation, any nonjudlcisl sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in [ts discretion may determine; (G) to self, transfer, assign or grant participations in alt or any part of the Indebtedness; and (H) to assign or transfer this Guaranty in whole or in part. GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that (A) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (B) this Guaranty is executed at Borrower's request and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, courf decree or order applicable to Guarantor; (E) Guarantor has not and will not, w[lhout the prior written consent of Lender, sell, lease, assign, encumber, hypothacste, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (F) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, end ail such financial information which currently has been, end ail future financial information which will be provided to Lender is and will be true end correct in ell material respects and fairly present Guarantor's financial condition as of the dates the financiel informefion is provided; (G) no material adverse change has occurred in Guarantor's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely effect Guaractor's financial condition; (H) no lifigetion, claim, investigation, admin[stratiYe prouaed[ng_or sim[Jar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor as to the cred[tworfhiness of Borrower; end (J) Guarantor has established adequate means of obtaining from Sorrower on a continuing basis information regarding Sorrewer's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under this Guaranty, end Guarantor further agrees that Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower. GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (A) to continue Iendin9 money or to extend other credit to Sorrower; (BI to make any presentment, protest, demand, or notice of any kind, including not[ce of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any act[on or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the indebtedness or in connection with the creation of new or additional loans or obligations; (C) to resorf for payment or to proceed directly or at once against any person, including Sorrower or any other guarantor; (D) to proceed dirsctly against or exhaust any co[lateral held by Lender from Sorrower, any other guarantor, or any other person; (E) fo give notice of the terms, time, and place of any public or privets sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (F) to pursue any other remedy within Lender's power; or (G) !o commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. in addition to the waivers set forth above, if now er hereafter Borrower is or shall become insolvent and the indebtedness shat[ not at ali times until paid · COMMERCIAL GUARANTY Loan No: 5201272-01 (Continued) Page 2 be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and gives up in favor of Lender and Borrower, and Lender's and Borrower's respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shal~ Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor prey!sion of the Federal bankruptcy laws. Guarantor also waives any and ail rights or defenses arising by reason of (A) any "one action" or "anti-deficiency" law or any other law which may prevent Lender from bringing any action, including a ctaim for deficiency, against Guaranlor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (Bi any efecflon of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Bcrrewer for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any [aw limiting, qualitying, or discharging the indebtedness; (C) any disability or other defense of Borrower, of any other guaranfer, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tender, of the indebtedness; (D) any right to claim discharge of the Indebtedness on the basis cf unjustified impairment of any collateral for the indebtedness; (E) any statute cf limitations, if at any time any action or suit brought by Lender oga[nst Guarantor is commenced, there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of ]imitations; or (Fi any defenses given to guarantors at law or in equlty other than actua~ payment and performance of the Indebtedness. If payment is made by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy ]aw or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assed or ctsim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both. GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS· Guarantor warrants and agrees that each of the waivers set fodh above is made with Guarantor's full knowledge of its significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to public policy or law. if any such wsiver is determined to be contrary to any applicable law or public policy, such waiver shall be effective only to the axtent permitted by law or public policy. RIGHT OF SETOFF. To the extent permitted by applicable ]aw, Lender reserves a dght of setofl in ali Guarantor's accounts with Lender (whether checking, savings, or some other account). This includes all accounts Guarantor holds jointly with someone else and all accounts Guarantor may open in the foture. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Guarantor authorizes Lender, to the ex~ent permitted by appl[cabts law, to hold these funds if there is a default, and Lender may apply the funds in these accounls to pay what Guarantor owes under the terms of this Guaranty. SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the Indebtedness of Borrower to Lender, whether now existing or hereafter created, shall be superior to any claim that Guarantor may now have or hereafter acquire against Borrower, whether or not Borrower becomes insolvent. Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower, upon any account whatsoever, to any claim that Lender may now or hereafter have against Borrower. In the event of insolvency and consequent liquidation of the assets of Borrower, through bankruptcy, by an assignment for the benefit of creditom, by voluntary liquidation, or otherwise, the assets of Borrower applicable to the payment of the claims of both Lender and Guarantor shall be paid te Lender and shah be first applied by Lender to the Indebtedness of Borrower to Lender· Guarantor does hereby assign to Lender all claims which it may have or acquire against Borrower or against any assignee or trustee In bankruptcy of Borrower; provided however, that such assignment shall be effective only for the purpose of assuring to Lender full payment in legal tender of the Indebtedness. If Lender so requests, any notes or credit agreements now Or hereafter evidencing any debts or obligations of Borrower to Guarantor shell be marked with a legend that the same are subject to this Guaranty end shall be delivered to Lender. Guarantor agrees, and Lender is hereby authorized, in the name of Guarantor, from time to time to execute and file financing statements and continuation statements and to execute such other documents and to take such other actions as Lender deems necessary or appropriate to perfect, preserve end enforce its rights under this Guaranty. CONFESSION OF JUDGMENT. Guarantor hereby irrevocably authorizes and empowers any attorney-at-iow to appear in any coud of record and fo confess judgment against Guarantor for the unpaid amount of this Guaranty as evidenced by an affidavit signed by an officer of Lender setting forth the amounl then due, attorneys' fees plus costs of suit, and to release all errors, and waive all dghts of appeal If a copy of this Guaranty, verified by an affidavit, shall have been filed in the proceeding, it will not be necessary to file the original as a warrant of attorney. Guarantor waives the right to any stay of execution and the benefit of all exemption 'laws now or hereafter in effect; No single exercise of the foregoing warrant and power to confess judgment will be deemed to exhaust the power, whether or not any such exercise shall be held by any court to be Invalid, voidable, or void; but the power will continue undiminished and may be exercised from time to time as Lender may elect until all amounts owing on this Guaranty have been paid in full. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Guaranty: Amendments· This Guaranty, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the maffem set forth in this Guaranty. No alteration of or amendment to this Guaranty shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Attorneys' Fees; Expenses. Guarantor agrees to pay upon demand all of Lender's costs and expenses, including Lender's attorneys' fees end Lender's legal expenses, incurred in connection with the enforcement of this Guaranty. Lender may hire or pay someone eisa fo help enforce this Guaranty, and Guarantor shall pay the costs and expenses of such enforcement· Costs and expenses include Lender's attorneys' fees and legal expenses whether or not there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services. Guarantor also shall pay all court costs and such additional fees as may be directed by the court. Caption Headings. Caption headings in this Guaranty ere for convenience purposes only and are not to be used to interpret or define the provisions of this Guaranty. Governing Law. This Guaranty will be governed by, construed and enforced in accordance with federal law and the laws of the Corcmonweelth of Pennsylvania. This Guaranty has been accepted by Lender in the Commonwealth of Pennsylvania· Integration. Guarantor further agrees that Guarantor has read and fully undemtands the terms of this Guaranty; Guarantor has had the opportunity to be advised by Guarantor's attorney with respect to [his Guaranty; the Guaranty fully reflects Guarantor's intentions end parol evidence is not required to interpret the terms of this Guaranty. Guarantor hereby indemnifies and holds Lender harmless from all losses, claims, damages, and costs (including Lender's attorneys' fees) suffered or incurred by Lender as a result of any breach by Guarantor of the warranties, representations and agreements of this paragraph. Interpretation. Jn ell cases where the- '~ more than one Borrower or Guarantor, then all w '~ used in this Guaranty in the singular Shall be deemed to have been used in the pluto. ,ere the context and construction so require; and w, there iS more than one Borrower named in this Guaranty or when this Guaranty is executed by more than one Guarantor, the words "Borrower" and "Guarantor" respectively shall mean all and COMMERCIAL GUARANTY ~'Loan No: 5201272-01 (Continued) Page 3 any one or more of them. The words "Guarantor," "Borrower," and "Lender" include the heirs, successors, assigns, and transferees of each of them. If a court finds that any provision of this Guaranty Is not vatid or should not be enforced, that fact by itself will not mean that the rest of this Guaranty will not be valid or enforced. Therefore, a court will enforce the rest of the provisions of this Guaranty even if a provision of this Guaranty may be found to be invalid or unenforceabfe, if any one or more of Borrower or Guarantor are corporations, partnerships, limited liability companies, or similar entities, it is not necessary for Lender to Inquire into the powers of Borrower or Guarantor or of the officers, directom, partners, managem, or other agents acting or purporting to act on their behalf, and any Loan [ndebtedcess made or created in reliance upon the professed exercise of such powers shati be guaranteed under this Guaranty. . Notices Un ess o herw se rovided by appllcab e aw, any notice required to be g ven under this Guaranty sha] be given in writing, and shall be effectiv;' when actuall de[ivP-rred, when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally Y recognized overnight courier, or, if mailed, when deposited in the United States mail, as first class, certified er registered mail postage prepaid, directed to the addresses shown near the beginning of this Guaranty. Any party may change its address for notices under this Guaranty by giving formal written notice to the other par~es, specifying that the purpose of the notice is to change the party's address. For notice purposes, Guarantor agrees to keep Lender informed at all times of Guarantor's current address. Unless otherwise provided by applicable iaw, if there is more than one Guarantor, any notice given by Lender to any Guarantor is deemed to be notice given to att Guarantors. No Waiver by Lender. Lender shall not be deemed to have waived e, ny dghts under this Guaranty unless such waiver is given in writing and signed by Lender. No de[ay or omission on the part of Lender in exemlsing any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Guaranty shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Guaranty. No prior waiver by Lender, nor any course of denting between Lender and Guarantor, shall constitute a waiver of any of Lender's rights or of any of Guarantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Guaranty, the granting of such consent by Lender in any instance shell not constitute continuing consent to subsequent instances where such consent is required and in alt cases such consent may be granted or withheld in the sole discretion of Lender. Successors and Assigns. The terms of this Guaranty shall be binding upon Guarantor; and upon Guarantor's heirs, personal representatives, successors, and assigns, and shall be enforceable by Lender and its successors and assigns. DEFINITIONS. The fe[Iowing capitalized words and terms shall have the following meanings when used in this Guaranty. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise defined in this Guaranty shall have the meanings attributed to such terms in the Uniform Commercial Code: Borrower. The word "Borrower" means Shes Fiber Products, and all other persons and entities signing the Note in whatever capacity. Guarantor. The word "Guarantor" means each and every person or entity signing this Guaranty, including without limitation Allen J. Bloom, Guaranty. The word "Guaranty" means the guaranty from Guarantor to Lender, including without limitation a guaranty of ell or part of the Note. Indebtedness. The word "indebtedness" means Borrower's Indebtedness to Lender as more particularly described in this Gueranty, Lender. The word "Lender" means PENNSYLVANIA STATE BANK, its successors and assigns. Note. The word "Note~' means the promissory note dated September 19, 2001, in the original principal amount of $88,000.00 from Borrower to Lender, together with all renewals of, extensions of, modifications of, retinancings of, consolidations of, and substitutions for the promissory note or agreement. Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties~ security agreements, mortgages, deeds of trust, security deeds, collaferal mortgages, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness. CONFESSION OF JUDGMENT. GUARANTOR HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY A'[-Z'ORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT iN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR GUARANTOR AFTER THE AMOUNTS HEREUNDER BECOME DUE AND WiTH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT AGAINST GUARANTOR FOR THE ENTIRE PRINCIPAL BALANCE OF THIS GUARANTY AND ALL ACCRUED iNTEREST, LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THE INDEBTEDNESS, TOGETHER WiTH COSTS OF SUIT, AND AN A'Ft'ORNEY'S COMMISSION OF TEN PERCENT (10%) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT tN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS ($500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS GUARANTY OR A COPY OF THIS GUARANTY VERIFIED BY AFFIDAVIT SHALL BE SLJFFICIENT WARRANT. THE AUTHORITY GRANTED iN THIS GUARANTY TO CONFESS JUDGMENT AGAINST GUARANTOR SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TiME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS GUARANTY, GUARANTOR HEREBY WAIVES ANY RIGHT GUARANTOR MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESS[ON OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROViSiON TO GUARANTOR'S ATTENTION OR GUARANTOR HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIG COMMERCIAL GUARANTY AND GUARANTOR AGREES TO ITS TERMS, THIS COMMERCIAL GUARANTY IS DATED SEPTEMBER 19, 2001. THIS GUARANTY IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS GUARANTY IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. GUARANTOR: Allen J. Bloom, Individually · COMMERCIAL GUARANTY · Loan No: 5201272-01 (Continued) Page 4 INDIVIDUAL ACKNOWLEDGMENT COMMONWEALTH OF PENNSYLVANIA COUNTY OF - (_)~{'X ~ (~ D ) On this, the I ~-"~~h dayof , the undersigned ~t~w Public, personally appeared Allen J. Bloom, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument, snd acknowledged that he or she executed the same for the purposes therein contained. In ~l{~ess~-~l.~,r~ef,-Ll'~.~eunto set my hand and official seal. Notary Public in and for the State of ~/*'} .~*~ t~////~/~ ~ ,~, VERIFICATION I verify that I, ROBERT M. GARST, am a Senior Vice President of PENNSYLVANIA STATE BANK, and being authorized to do so, make this verification on behalf of PENNSYLVANIA STATE BANK that the statements made in this Complaint are true and correct to the best of my knowledge, information and belief. I understand that false statements made herein are made subject to the penalties of 18 Pa. C.S.A. §4904, relating to unsworn falsification to authorities. Date: //~/o~_ PEN NSY~~T~E BANK By: ~ / Roberf'M.~Garst Senior Vice President :164752.1 Johnson, Duffle, Stewart & Weidner By: David W. DeLuce I.D. No. 41687 301 Market Street P. O. Box 109 Lemoyne, Pennsylvania 17043-0109 (717) 761-4540 Attorneys for Plaintiff PENNSYLVANIA STATE BANK, Plaintiff JOHN P. MICHAEL, LEE M. SHILLER, and ALLEN J. BLOOM, Defendants IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NO. OS-- CIVIL ACTION - LAW CONFESSION OF JUDGMENT NOTICE UNDER RULE 2958.1 OF JUDGMENT AND EXECUTION THEREON TO: JOHN P. MICHAEL Suite 2618 800 West Renner Road Richardson, Tx 75080 A judgment in the amount of Ninety-Seven Thousand Three Hundred Twenty-Seven and 19/100 Dollars ($97,327.19), plus costs of this suit, continuing interest accruing at the rate of $22.31 per diem, and late charges equal to 5% for each payment received 15 days or more late past the payment due date, arising subsequent to October 29, 2002, has been entered against you and in favor of the Plaintiff without any prior notice or hearing based upon a confession of judgment contained in a written agreement or other paper allegedly signed by you. The sheriff may take your money or other property to pay the judgment at any time after thirty (30) days after the date on which this notice is received by you. You may have legal rights to defeat the judgment or to prevent your money or property from being taken. YOU MUST FILE A PETITION SEEKING RELIEF FROM THE JUDGMENT AND PRESENT IT TO A JUDGE WITHIN THIRTY (30) DAYS AFTER THE DATE ON WHICH THIS NOTICE IS SERVED ON YOU OR YOU MAY LOSE YOUR RIGHTS. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET HELP: Cumberland County Bar Association 2 Liberty Avenue Carlisle, PA 17013 Telephone: (717) 249-3166 or (800) 990-9108 Attorney I.D. No. 41687 301 Market Street P.O. Box 109 Lemoyne, PA 17043-0109 Telephone (717) 761-4540 Attorneys for Plaintiff Johnson, Duffle, Stewart & Weidner By: David W. DeLuce I.D. No. 41687 301 Market Street P. O. Box 109 Lemoyne, Pennsylvania 17043-0109 (717) 761-4540 Attorneys for Plaintiff PENNSYLVANIA STATE BANK, Plaintiff JOHN P. MICHAEL, LEE M. SHILLER, and ALLEN J. BLOOM, Defendants IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW CONFESSION OF JUDGMENT NOTICE OF FILING OF JUDGMENT TO: JOHN P. MICHAEL Suite 2618 800 West Rennet Road Richardson, Tx 75080 (XX) Notice is hereby given that a Judgment by Confession in the above captioned matter has been entered against you in the amount of Ninety-Seven Thousand Three Hundred Twenty- Seven and 19/100 Dollars ($97,327.19), plus costs of this suit, continuing interest accruing at the rate of $22.31 per diem, and late charges equal to 5% for each payment received 15 days or more late past the payment due date, arising subsequent to October 29, 2002, said Judgment having been entered on ,~_.~OC) /.,.~_ ,2002. (XX) A copy of all documents filed with the Prothonotary in support of this Judgment are enclosed. Prothonotary If you have any questions regarding this Notice, please contact the filing party: David W. DeLuce, Esquire Johnson, Duffie, Stewart & Weidner 301 Market Street, P.O. Box 109 Lemoyne, PA 17043-0109 Telephone (717) 761-4540 Attorneys for Plaintiff (This Notice is given in accordance with Pa. R.C.P. 236) SHERIFF'S RETURN - OUT OF COUNTY CASE NO: 2002-0S491 p COMMONWEALTH OF PENNSYLVANIA: COUNTy OF CUMBERLAND PENNSYLVANIA STATE BANK VS MICHAEL JOHN p ET AL R. Thomas Kline , Sheriff or Deputy Sheriff who being duly sworn according to law, says, that he made a diligent search and and inquiry for the within named DEFENDANT , to wit: BLOOM ALLEN J but was unable to locate ~im in his bailiwick. He therefore deputized the sheriff of DAUPHIN County, Pennsylvania, to serve the within CONFESSION OF JUDGE COMPLAINT ANDNOTICEUNDERRULE 2958.1 OF JUDGEMENT& EXECUTION On November 21st , 200____~2 , this office was in receipt of th~-------- attached return from DAUPHIN Sheriff,s Costs: Docketing Out of County Surcharge Dep Dauphin Co 6.00 9.00 10.00 29.25 .00 54.25 z/2 /2002 JOHNSON DUFFIE STEWART WEIDNER Sworn and subscribed to before me this day of --.~ ~-~ A.D. Prothonot&r~ / SHERIFF' S RETURN - REGULAR CASE NO: 2002-05491 p COMMONWEALTH OF PENNSYLVANIA: COUNTY OF CUMBERLAND PENNSYLVANIA STATE BANK VS MICHAEL JOHN P ET AL DAWN KELL , Sheriff or Deputy Sheriff of Cumberland County, Pennsylvania, who being duly sworn according to law, says, the within CONFESSION OF JUDGE was served upon SHILLER LEE M the DEFENDANT , at 2026:____~00 HOURS, on the 15th day of November 2002 at 965 GRA/~DON WAY ' ~ MECHANICSBURG, PA 17055 by handing to ELAINE SHILLER, WIFE a true and attested copy of CONFESSION OF JUDGE together with COMPLAINT AND NOTICE UNDER RULE 2958.1 OF JUDGEMENT & EXECUTION and at the same time directing H_er attention to the contents thereof. Sheriff,s Costs: Docketing Service Affidavit Surcharge 18.00 9.66 .00 10.00 .00 37.66 Sworn and Subscribed to before me this ~ day of A.D. / i~r~[~notar~ ~ So Answers: R. Thomas Kline 11/21/2002 JOHNSON DUFFIE STEWART WEIDNER By: Deputy Sheriff-------------- Mary Jane Snyder Real Estate Deputy William T. Tully Solicitor Dauphin County Harrisburg, Pennsylvania 17101 ph: (717) 255-2660 fax: (717)255-2889 Jack Lotwick Sheriff J. Daniel Basile Chief Deputy Michael W. Rinehart Assistant Chief Deputy Commonwealth of Pennsylvania County of Dauphin AND NOW:November 19, 2002 COMPLAINT BLOOM ALLEN j to DEF AT RES of the original : PENNSYLVANIA STATE BANK VS : BLOOM ALLEN j Sheriff,s Return No. 2584-T - -2002 OTHER COUNTy NO. 02 5491 CIVIL at 8:03AMserved the within upon by personally handing 1 true attested copy(ies) COMPLAINT and making known to him/her the contents thereof at 2045 CHEVY CHASE DRIVE HARRISBURG, PA 17110-0000 Sworn and subscribed to So Answers, bef°re me this 19TH day of NOVEMBER, 2002 ~J~/~ , PROTHONOTARy By ~-- ____~ v Deputy Sher~f - -- Sheriff,s Costs: $29.25 PD 11/15/2002 RCPT NO 171936 KM~RTIN in The Court of Common Pleas of Cumberland County, Pennsylvania Pennsylvania State Bank VS. John p. Michael et al SEF~E: Allen j. Bloon No. 02 5491 civil NOW, November 13, 2002 _, I, SHERIFF OF CUMBE~ COUNTY, PA, do l~ereby deputize the Sheriff of Dauphin County to execute this Writ, this deputation being made at the request and risk of the Plaintiff. Sheriff of Cumberlan~ ~ounty, PA Affidavit of Service _, 20_. , at __ o'clock __ M. served 'within -- upon at by handing to and made known to copy of the original So answers, the contents thereof. Sworn and Subscribed before me this_. _dayof__ ~ ,20 Sheriff of COSTS SER X4CE MILEAGE AFFIDAVIT County, PA