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HomeMy WebLinkAbout02-5492 Johnson, Duffie, Stewart & Weidner By: David W. DeLuce J.D. No. 41687 301 Market Street P. O. Box 109 Lemoyne, Pennsylvania 17043-0109 (717) 761-4540 Attorneys for Plaintiff Plaintiff IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NO. 02- SJ.f9:t. (3~~( '--r~ PENNSYLVANIA STATE BANK, v. JOHN p, MICHAEL, LEE M, SHILLER, and ALLEN J. BLOOM, CIVIL ACTION - LAW CONFESSION OF JUDGMENT Defendants 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: Total Amount Due $ 49,920.84 $ 2,937.70 $ 2,680.36 $ 5285.85 $60,824.75 Unpaid Principal Interest Late Charges Attorney's Collection Fee Pursuant to the Guaranty (10%) plus costs of this suit, continuing interest accruing at the rate of $13.17 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. RT & WEIDNER B. :164784.1 David . eLuce Attorney I.D. No. 41687 301 Market Street P.O. Box 109 Lemoyne, PA 17043-0109 Telephone (717) 761-4540 Attorneys for Plaintiff '. Johnson, Duffie, Stewart & Weidner By: David W. DeLuce I.O, No. 41687 301 Market Street P. O. Box 109 Lemoyne, Pennsylvania 17043-0109 (717) 761-4540 Attorneys for Plaintiff PENNSYLVANIA STATE BANK, Plaintiff IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NO. 6~- S''I9;J.. G~~L'-r~ CIVIL ACTION - LAW JOHN p, MICHAEL, LEE M. SHILLER, and ALLEN J. BLOOM, CONFESSION OF JUDGMENT Defendants COMPLAINT AND NOW, this 11th day of November 2002, comes the Plaintiff, PENNSYL VANIA STA TE BANK, by and through its undersigned attorneys, Johnson, Duffie, Stewart & Weidner, and files this Complaint pursuant to Pa. R.C.P. 2951(b) for judgment by confession, and in support thereof avers as follows: 1. Plaintiff, PENNSYLVANIA STA TE 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 fYI,- (L.:a..>tqo~ Township, Cumberland County, Pennsylvania. /70 ro 4. Defendant, ALLEN J. BLOOM is an adult individual residing at 2045 Chevy Chase Drive, Susquehanna TOWnship, D~~t~, Pennsylvania. /7116 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 Fifty Thousand and No/100 Dollars ($50,000.00). 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, interest, and late fees due and owing on or before June 20, 2002, with such failure resulting in said amounts now being immediately due and payable, calculated as follows: Unpaid Principal Interest Late Charges Attorney's Collection Fee Pursuant to the Guaranty (10%) Total Amount Due $ 49,920.84 $ 2,937.70 $ 2,680.36 $ 5.285.85 $60,824.75 plus costs of this suit, continuing interest accruing at the rate of $13.17 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 Sixty Thousand Eight Hundred Twenty-four and 75/100 Dollars ($60,824.75), plus costs of this suit, continuing interest accruing at the rate of $13.17 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 Sixty Thousand Eight Hundred Twenty-four and 75/100 Dollars ($60,824.75), plus costs of this suit, continuing interest accruing at the rate of $13.17 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. Respectfully submitted, T & WEIDNER By :164784.1 David . DeLuce Attorney I.D. No. 41687 301 Market Street P.O. Box 109 Lemoyne, PA 17043-0109 Telephone (717) 761-4540 Attorneys for Plaintiff ';OMMERCIAL GUARANTY References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above contalnin tH....... has been omitted due to text length limitations. Borrower: Shea Fiber Products (TIN: 75-2718892) 1745 N. Cameron Street Harrisburg, PA 17101 Lender: PENNSYLVANIA STATE BANK Colonial Park Financial Center 500 Colonial Road Ijarrlsburg, PA 17112 (717) 541-ll500 Guarantor: John p, Michael (SSN: 524-78-4112) 800 W. Renner Road Richardson, TX 75080 AMOUNT OF GUARANTY. This Is a guaranty 01 payment 01100.000% 01 the Note, Including without IImitallon the principal Note amount 01 Filly Thousand & 00/100 Dollars ($50,000.00). GUARANTY. For good and valuable conslderallon, John P. Michael ("Guarantor") absolutely and unconditionally guarantees and promises to pay to PENNSYLVAN1ASTATE BANK ("Lender") or Its order, In legal tender 01 the.Unlted States OtAmerlca,.lo0.0.00'j(, oUhelndebte.dne~Jas that term Is dellned below) 01 Shea Fiber Products ("Borrower") to Lender on the terms and conditions set lorth In this Guaranty. Guarantor agrees that Lender, In Its sole dlscrellon, may determine which portion 01 Borrower's Indebtedness to Lender Is covered by Guarantor's percentage guaranty, MAXIMUM LIABILITY. The maximum liability 01 Guarantor under this Guaranty shall not exceed at anyone time 100.000% of the amount of the Indebtedness described herein, plus all 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 of Borrower to Lender either In the aggregate. or at any onetime. 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 Indebtednes. guaranteed by thi. Guaranty includes the Note, Including (a) aU principal, (b) aU Interest, (c) aU late charges, (d) all loan fae. and loan charges, and (e) all collection costs and expensas reiatlng 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 all Indebtedness shall have been fully and finally paid and.satisfiea-am:l-all.of Guarantor~s other obligations under this Guaranty shall have been performed In full. Release of any other guarantor or termination of any other guaranty 0'1 the Indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation lender receives from anyone 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 Indebtednessj extensions may be repeated and may be for longer than the original loan term; (e) to take 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 not to sue, or deal with anyone or more of Borrower's sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; (E) to determine haw, when and what application of payments end credits shali 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 transler 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 fuli 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 nat result in a violation of any law, reguiatlon, 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 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 financiai 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 litigation, claim, Investigation, administrative proceed_ing or similar action (including 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 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 further agrees that Lender shall have no obllgation 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 lending money or to extend other credit to Borrower; (8) 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 nonaction an 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 Joans 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 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; (F) to pursue any other remedy within Lender's power; or (G) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. In addition 10 the waivers set forth above, if now or hereafter Borrower is or shall become insolvent and the Indebtedness shall not at aU times until paid Loan No: 5201272-02 COMMERCIAL GUARANTY (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 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 laws. Guarantor also waives any and all rights or defenses arising by reason of (A) any "one aclion" 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; (B) 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 limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; ee) any disability or other defense of Borrower, of any other guarantor, or of any ather 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 of unjustified Impairment of any collateral for the lndebtednessj (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 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 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 10 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 10 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 Borrower, the Guarantor, or both. GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees that each ot the waivers set forth 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 waiver is determined to be contrary to any applicable law or public policy, such waiver shall be effective only to the exlent permitted by law or public policy. RIGHT OF SETOFF, To the extent permitted by applicable law, Lender reserves a right of setoff in all Guaranlor's accounts with Lender (whelher checking, savings, or 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 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 accounts to pay what Guarantor owes under the terms of this Guaranty. SUBORDINATION OF BORROWER'S DEBTS TD 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 creditors, by VOluntary liquidation, or otherwise, the assets of Borrower 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 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 hereatter evidencing any debts or obligations of Borrower to Guarantor shall be marked with a legend that the same are subject to this Guaranty and 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 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 rights 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 PROVISIOI,fs: The-following misCellaneous proviSions are a pari of this Guaranty: Amendments. This Guaranty, together with any Related Documents, constitutes the entire understanding and agreement Of the parties as to the matters set forth in this Guaranty. No alteration of or amendment to this Guaranty shaH 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' Feesj 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, 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 injunctio.n), 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. This Gueranty 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 opportuni!y to be advised .by Guarantor's attorney with respect to this Guaranty; the Guaranty fully reflects Guarantor's intentions and parol eVIdence IS nof 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. In all cases where there. ",ore than one Borrower or Guarantor, then all wort. 'sed In this Guaranty in the singular shaH be deemed to have been used in the plural \ a the context and construction so require; and whel CJre 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: 5201272-02 COMMERCIAL GUARANTY (Continued) Page 3 anyone .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 a provision of this Guaranty may be found to be Invalid or unenforceable. If anyone 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, directors, partners, managers, or other agents 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 telefacsimlle (unless otherwise required by law), -w"'en deposited wHh-a .natiGAally 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 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 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 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 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 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 John P. Michael. 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. Lencer. The word ''Lender'' means PENNSYLVANIA STATE BANK, Its successors and assigns. Nole. The word "Note" means the promissory note dated September 19, 2001, In the original principal amount of $50,000.00 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 all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties: security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements D.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 ATTENTION 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. :"a,..ai../;f!.J2 John P. MIchael, In' iVldually (Seal) Loan No: 5201272-02 COMMERCIAL GUARANTY (Continued) Page 4 INDIVIDUAL ACKNOWLEDGMENT COMMONWEALTH OF PENNSYLVANIA ) ) SS ) COUNTYOF C C)'-rv---. I'J( { 11'1 j-J day of SS:l' kl"!\. hP '" , 20 ...bL, bafora me J-!c fA +nrv/1 WI /II CiJyV , the undersigne otary Public, personally appeared John P. Michael, 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 wllness whereof, I hereunto set my hand and official seal. ~~-:-- ~--~ ril'J1i1\r(l.l\l ~l HE~1HmW!IUA"~-M"'. Carn" "'1/'" ,,'1;). I.l>;.ruy Pu~Hc .... ,,!: Ill, "om, C,':".....,,,,,,, "'''.' r~~1 ~mm{' - ..ilX:~ '1i:.li.1 t.r~i';, , , Sl!;!IIl &Il.lre-s rab. '/" iJ,".!:, ~,~ ~ ~ On this, the []+ f) Notary Public in and tor the State of enJ) y/l/4111b, LASEFl PllO Llnlllng, v... 5.17.01.05 CDpr.HarllndFinantIIISOlulion"lnt.ll1117,2DD1, All RighUR...rved. -PA hHLASERWIN\CFIILPLIE2D.FC n_UD PR-Cam.m'.rlll COMMERCIAL GUARANTY References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or Item. Any Item above containing ....." has been omitted due to text length limitations. Borrower: Shea Fiber Producls (TIN: 75-2718892) 1745 N. Cameron Streel Harrisburg, PA 17101 Lender: PENNSYLVANIA STATE BANK Colonial Park Financial Center 500 Colonial Road Harrisburg, PA 17112 (717) 541-0500 Guarantor: Lee M, Schiller (SSN: llG-2G-5524) 405 Blacklatch Lane Camp Hili, PA 17011 AMOUNT OF GUARANTY. This Is a guaranty 01 paymenl 01100.000% ollhe Note, Including wllhoutllmitallon the principal Note amount 01 Filly Thousand & 001100 Dollars ($50,000.00). GUARANTY. For good and valuable considerallon, Lee M, Schiller ("Guarantor") absolutely and uncondlllonally guarantees and promises to pay to PENNSYLVANIA STATE BANK ("Lender") or lis order, In legal lender 01 the United Slates 01 Amertca, 100.000% ollhe Indebtedness (as Ihallerm Is defined below) 01 Shea Fiber Products ("Borrower") to Lender on the lerms and conditions sellorth In Ihls Guaranly. Guarantor agrees that Lender, In Its sole discretion, may determine which portion 01 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 ona lime 100.000% of the amount of the Indebtedness described herein, pius all casts and expenses of (A) enforcement of this Guaranty and (8) collection and sale Of any collateral securing this Guaranty. 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 anyone 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 unterminated guaranties. INDEBTEDNESS GUARANTEED. The Indebtedness guaranteed by this. Guaranty Includes the Note, Including (a) aii principai, (b) alllnteres.t, (c) all late charges, (d) all loan fees and loan charges., and (e) all collectlon costs and expenses relatlng to the Note or to any collaterai for the Note. Collection costs and expenses include without limitation allot Lender's attorneys' fees. DURATION OF GUARANTY, This Guaranty will lake effect when received by Lender without the necess.ity of any acceptance by Lender, or any notice to Guarantor or to Borrower, and will continue In full force until alllndebledness shall have been fully and finally paid and'Sstisfiedand all-.of-Guarantor's other obligations under this Guaranty shall have been performed in full; Release of any other guarantor or termination of any .other guaranty off'he Indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation Lender receives from anyone 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 originai loan term; (e) to take and 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 substitution of new collateral; (0) to release, substitute, agree not to sue, or deal with anyone 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 (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 would limit or quaiify 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; (0) 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, 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 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 aU 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 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; (H) no litigation, claim, investigation, administratllLeproceeding _or similar. action (including 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 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 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 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 coUateral, or notice of any action 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 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 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 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) to 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 or hereafter Borrower is or shall become insolvent and the Indebtedness shall not at all times until paid Loan No: 5201272-02 COMMERCIAL GUARANTY (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 ather.vise, 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 laws. Guarantor also waives any and all 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 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; (B) 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 limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging Ihe Indebtedness; (C) any disability or other defense of Borrower, of any olher guarantor, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, other than paymenl in full in legal tender, of the Indebtedness; (D) any right to claim discharge of the Indebtedness on the basis of unjustified impairment af 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 Borrower to Lender which is not barred by any applicable statute of limitations; or (F) any defenses given 10 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 Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for Ihe 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 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 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 waiver is determined to be contrary to any applicable law or public policy, such waiver shall be effective only to the extent permitted by law or public policy. RIGHT OF SETOFF. To the extent permitled by applicable law, Lender reserves a right of setoff in all 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 future. 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 extent permitted by applicable law, to hold Ihese 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 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, whelher 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 creditors, by voluntary liquidation, or otherwise, the assets of Borrower applicable to the payment of the claims of both Lender and Guarantor shall be paid fa Lender and shall be first applied by Lender to the Indebtedness of Borrower 10 Lender. Guarantor does hereby assign 10 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 shall be marked with a legend that the same are subject to this Guaranty and 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 and enforce its rights under this Guaranty. CDNFESSION 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 ot 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 rights 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. I\1ISCELL.ANEOU!fpROVISTClNS. The~iollowinll mlsc:"llaneousprovlsions a,e a part of 'his Guaranty: Amendments. This Guaranty, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to Ihe matters 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' Feesj 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, 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 shaH pay aU 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. This Guaranty wfll 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 and holds Lender harmless from allloss85, 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 an cases where therr 110re than one Borrower or Guarantor, then all war Ised in this Guaranty in the singular shall be deemed fa have been used in the plural. .ie the context and construction so require; and whe. ,Iere 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: 5201272-02 COMMERCIAL GUARANTY (Continued) Page 3 anyone or more of them. The words "Guarantor," ''Borrower," and "lender" Include the heirs, successors, assigns, and transferees of 88ch 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 a provision of this Guaranty may be found to be invalid or unenforceable. If anyone or more of Borrower or Guarantor are corporations, partnerships, limited liability companies, or similar entitles, it Is not necessary for Lender to inquire into the powers of Borrower or Guarantor or of the officers, directors, partners, managers, or other agents 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 _nationally 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 Guarantors. No Waiver by Lender. Lender shall not be deemed to have waived any rig his 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 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 ofJhis Guaranty. No prior waiver by Lender, nor anycoUl:se of dealing between Lender.and GLJaranto(, 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 shalf 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 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 entitles 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 "Note" means the promissory note dated September 19, 2001, In the original principal amount of $50,000.00 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 !)ocumenls. The words ''Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral 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 ATTORNEY OR THE PROTH01\lOTARY 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 ATTENTION 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. GUARANTO~ - / pf' '_ '.~: (c;tld-t:t (Seal) Loan No: 5201272-02 COMMERCIAL GUARANTY (Continued) Page 4 INDIVIDUAL ACKNOWLEDGMENT CDMMONWEALTH OF PENNSYLVANIA COUNTY OF (I V \'l\. \:::x., ( \ Ci I.... cl ) ) 55 ) On this, the ) qh- day 01 ~~IY' ber ,20.LJ.L, before me ~le<1+he( LJ I JII'~ Yl'lr I the undersigned tary ublic, personally appeared Lee M. Schiller, knbwn 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. _-':1' iror~"!!.i\L SEAL HEAT'~R WiWAM1;, N6tllii' Public Camplliia iiioro. Ct'l1lh8rlt.r,1l COOllll( fly ~'1IllL"IlM &pIm Feb. 16, 2tlIl4 ~L:d/\h L /J..ti/l/J/1'W> Notary Public in and fer Ihe Slate of Jk:nn, 1I1 Uo n Iiq , , .j ~^U:FI PFlOllnlllna. VI~. 5.11.01,05 Cop.. H..I"lllfln.n~I.1 SOI~1i.n" In.. IUf. ZOOl. MI Allin" RIO.",,"a. _ PA M'llA$ERWINICFIIlPlIUO.FC TIl_UO PA~C.mm"~m COMMERCIAL GUARANTY References In the shaded area are for Lende(s use only and do not limit the applicability of this document to any particular loan or Item. Any item above containin II..... has been omitted due to text len th limitations. Borrower: Shea Fiber Products (TIN: 75-2718892) 1745 N. Cameron Street Harrisburg, PA 17101 Lender: PENNSYLVANIA STATE BANK Colonial Parl< Financial Center SOD Colonial Road Harrisburg, PA 17112 (717) 541-0500 Guarantor: Allen J, Bloom (SSN: 204-26-8690) 2045 Chevy Chase Drive Harrisburg, PA 17110 AMOUNT OF GUARANTY. This Is a guaranty of payment of 100.000% of the Note, Including without limitation the principal Note amount 01 Fifty Thousand & 00/1 DO Dollars ($50,000.00). GUARANTY, For good and valuable conslderaUon, Allen J. Bloom ("Guarantor") 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, 100.000% of the Indebtedness (as that term Is defined below) of Shea Fiber Products ("Borrower") to Lender on the terms and conditions set forth In this Guaranty, Guarantor agrees thai 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 anyone lime 100.000% of the amount of the Indebtedness described herein, plus all 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 of Borrower to Lender either in the aggregate or at anyone 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 ather guaranties. Guarantor's Iiabillty will be Guarantor's aggregate liability under the terms of this Guaranty and any such ather unterminated guaranties. INDEBTEDNESS GUARANTEED, The Indebtedness guaranteed by this Guaranty includes the Note, including (a) ali principal, (b) ali Interest, (c) ali iate charges, (d) ali loan fees and ioan charges, and (e) ali coliection costs and expenses relating to the Note or to any coliateral l,ar"he Note. CoUection costs and expenses include without limitation all of Lender's attorneys' fees. ~ DURATION OF GUARANTY. This Guaranty will take ellect 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 all Indebtedness shall have been fully and finally paid andsatlsfied-and.-eJI of Guar-antor's other obligations under this Guaranty shall have been performed In fun. Release of any other guarantor or termination- of any other guaranty of the Indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation Lender receives from anyone or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. GUARANTOR'S AUTHORIZATION TO LENDER, Guarantor authorizes Lender, without nollce 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 mey be for longer than the original ioan term; (C) to take and 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 substitution of new collateral; (0) to release, substitute, agree not to sue, or deal with anyone 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 (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 seli, transler, assign or grant participations In all or any part of the Indebtedness; and (H) to assign or transfer this Guaranty in whoie or in pari. GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that (A) no representations or agreements of eny kind have been made to Guarantor which wouid limit or qualify in any way the terms 01 this Guaranty; (8) 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, 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 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 wlll 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 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; (H) no lillgation, claim, investigation, administrative proceediQg or similar action (inclUding 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 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 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 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 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 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 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 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) to 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 or hereafter Borrower is or shall become insolvent and the Indebtedness shall not at all times until paid Loan No: 5201272-02 COMMERCIAL GUARANTY (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 lime 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 laws. Guarantor also waives any and all 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 claim for deficiency, against Guarantor, before or aftar Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (B) 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 limitation, 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 Borrower, of any other guarantor, 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 10 claim discharge of Ihe Indebtadness 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 Borrower to Lender which is not barred by any applicable statute of limitations; or (F) any defenses given to guaran~ors 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 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 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 Borrower, the Guarantor, or both. GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS, Guarantor warrants and agrees Ihat each of Ihe waivers set forth 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 waiver is determined to be contrary to any applicable law or public pOlicy, such waiver shall be effective only to the extent permitled by law or public policy. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all 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 future. 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 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 Borrower 10 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 creditors, by voluntary liquidation, or otherwise, the assets pf Borrower applicable to the- payment of the claims of both Lender and Guarantor shall be paid to lender and shall be flrst 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 shall be marked with a legend that the same are subject to this Guaranty and 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 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 rights 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 aU 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 10 the matters 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' Feesj 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, 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 are for convenience purposes only and Bre 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 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 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. In all cases where therr 1l0re than one Borrower or Guarantor, then all WOo 'Jsed In this Guaranty in the singular shall be deemed to have been used In the plural ..re the context and construction so require; and whe:. .,1ere 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: 5201272-02 COMMERCIAL GUARANTY (Continued) Page 3 anyone or more of them. The words "Guarantar," "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 a provision of this Guaranty may be found to be invalid or unenforceable. If anyone or mors of Borrower or Guarantor arB corporations, partnerships, limited liability companies, or similar enttties, it is not necessary for Lender to inquire Into the powers of Borrower or Guarantor or of the officers, directors, partners, managers, or" other agents 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 othelWise 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..nationally recognized overnight courier, or, if mailed, when deposited in the United Slates mall, 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 aU 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 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 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 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 Assigns. The terms of this Guaranty shaH 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 foHowing 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 Allen J. Bloom. Guaranty. The word "Guaranty" means the guaranty from Guarantor to Lender, including without limitation a guaranty of alt 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 "Note" means the promissory note dated September 19, 2001, In the original principal amount of $50,000.00 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 all promissory notes, credit agreements, loan agreements, environmental agreements. guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreemQnts and documents, whether now or hereafter existing, executed in connection with the Indebtedness. CONFESSION OF JUOGMENT, 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 ATTENTION 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 DATEO SEPTEMBER 19, 2001. THIS GUARANTY IS GIVEN UNDER SEAL ANO IT IS INTENDED THAT THIS GUARANTY IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. GUARANTOR: XA~~~~d~~ k~L'\^-- (Seal) Loan No: 5201272-02 COMMERCIAL GUARANTY (Continued) Page 4 INDIVIDUAL ACKNOWLEDGMENT COMMONWEALTH OF PENNSYLVANIA ) ) SS ) COUNTYOFC [J (Y\ her J t?h(1 iq-f h day of ~ vY\ bC'!,r""'- , 20 QL, before me ~~C1khe( V'_! ; I i I c, ,"'.:.; , the undersigned ctary Public, personally appeared Allen J. Bloom, 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. On this, the r-;;~,:;;:~;/~1Jt~~;~~;t:::~::,::,:'" . ~f.; r~.t~~~p f~~ ~ ~ ".' C,J!i1ti1rt..m'i '-".-;;;~~~ I. ~,,,;~,-~,"'''''''!lf.n,,,,,,",i'lliJ. '.~~~ "'""';1 '~ry.v..':m;v;<-Z"l Y""~"" '~,~..t~":il:~~-~ , jclud}u-,(,. ) J.~o_~ Notery Public in and for Ihe Slale of {f1111S,/ / l..,(~ 1/ 19 L^&E~ PAD Lending. Vet. ~,17.01.l15 Co~r. Hulan; Flnanolll SCIU1Ioftl, Ino. 1"7, ZDOl, "'\1 Fllghll FlIU....I;. _ PA M:IlASEIIWINICFIIlPlIE'i!D.FC TFI-8BD PFI-Commllrm VERIFICA TION 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. 94904, relating to unsworn falsification to authorities. Date: 1112/&2- -;? By: --:syr Rob arst Senior Vice President :164784,1 t~t~ ~ ~ ~ 0 I" v, cy rY j 'l r- tJ D- ~ t, ~ r :> Johnson, Duffie, 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 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NO. C;;( - S"i./'i'~ Cc:.c-C ~ v. CIVIL ACTION - LAW JOHN p, MICHAEL, LEE M. SHILLER, and ALLEN J, BLOOM, CONFESSION OF JUDGMENT Defendants 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 Sixty Thousand Eight Hundred Twenty-four and 75/100 Dollars ($60,824.75), plus costs of this suit, continuing interest accruing at the rate of $13.17 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. taken. You may have legal rights to defeat the judgment or to prevent your money or property from being 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 By: avid . De uce Attorney I.D. No. 41687 301 Market Street P.O. Box 109 Lemoyne, PA 17043-0109 Telephone (717) 761-4540 Attorneys for Plaintiff ,164784,1 Johnson, Duffie, Stewart & Weidner By: David W. DeLuce J.D. No. 41687 301 Market Street P. O. Box 109 Lernoyne, Pennsylvania 17043-0109 (717) 761-4540 Attorneys for Plaintiff Plaintiff IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NO. D::t- S'i{'1;z, C,'u''L '--R, PENNSYLVANIA STATE BANK, v. CIVIL ACTION - LAW JOHN P. MICHAEL, LEE M. SHILLER, and ALLEN J. BLOOM, CONFESSION OF JUDGMENT Defendants NOTICE OF FILING OF JUDGMENT TO: JOHN P. MICHAEL Suite 2618 800 West Renner 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 Sixty Thousand Eight Hundred Twenty-four and 75/100 Dollars ($60,824.75), plus costs of this suit, continuing interest accruing at the rate of $13.17 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 A Jon l.3 ,2002. (XX) A copy of all documents filed with the Prothonotary in support of this Judgment are enclosed. Prothonotary BY (L-b 12~ 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 - REGULAR CASE NO: 2002-05492 P J 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 GRANDON WAY MECHANICSBURG, PA 17050 by handing to ELAINE SHILLER, WIFE a true and attested copy of CONFESSION OF JUDGE together with CG1PIAINT AND NOTICE UNDER RULE 2958.1 OF JUDGEMENT & EXECUTION and at the same time directing Her attention to the contents thereof. Sheriff's Costs: Docketing Service Affidavit Surcharge 18.00 9.66 .00 10.00 .00 37.66 So Answers: r~?~..d~ R. Thomas Kline 11/21/2002 JOHNSON DUFFIE STEWART WEIDNER Sworn and Subscribed to before me this {;.-c;..J J'i' - day of \:J~ ~. ~tl By: fu<-<A/lA~ dUO;l.., Deputy Sheriff A.D. (VA' (J {w-< ;{J~<J A ~, I othonotary , SHERIFF'S RETURN - OUT OF COUNTY CASE NO: 2002-05492 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 Him In his bailiwick. He therefore deputized the sheriff of DAUPHIN County, Pennsylvania, to serve the within CONFESSION OF JUDGE CDVlPLAINT AND NOTICE UNDER RULE 2958.1 OF JUDGEMENT & EXECUTION On November 21st , 2002 , this office was in receipt of the 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 11/21/2002 JOHNSON DUFFIE ~' --- -- . Tho a K lne Sheriff of Cumberland County STEWART WEIDNER Sworn and subscribed to before me this IF!!:: day of UU~-<-i ')L-"C:.!....-- A.D. ~)Y1L Q "rwLlfJ. j ~. Prothonotary @ffire af tq~ ~lr~riff J, Daniel Basile Chief Deputy Mary Jane Snyder Real Estate Deputy William T. Tully Solicitor Michael W. Rinehart Assistant Chief Deputy Dauphin County Harrisburg, Pennsylvania 1710 I ph: (717) 255-2660 fax: (717) 255-2889 Jack Lotwick Sheriff Commonwealth of Pennsylvania PENNSYLVANIA STATE BANK County of Dauphin vs BLOOM ALLEN J Sheriff's Return No. 2585-T - -2002 OTHER COUNTY NO. 02 5492 CIVIL AND NOW:November 19, 2002 at 8:03AM served the within COMPLAINT upon BLOOM ALLEN J by personally handing to DEF AT RES 1 true attested copy(ies) of the original COMPLAINT and making known to him/her the contents thereof at 2045 CHEVY CHASE DRIVE HARRISBURG, PA 17110-0000 before Sworn and subscribed to So Answers, me ,thi' 19TH day of N"(\ER' 200' ? f~ ~ e.. (fJ~ Sheriff~~ PROTHONOTARY By Sheriff's Costs: $54.75 PD 11/15/2002 RCPT NO 171938 KMARTIN In The Court of Common Pleas of Cumberland County, Pennsylvania Pennsylvania State Bank YS. John P. Michael et al SE~: Allen J. Bloom No. 02 5492 civil Now, November 13, 2002 , I, SHERIFF OF CUMBERLA.l\TD COUNTY, P A, do hereby deputize the Sheriff of Dauphin County to execute this Writ, this deputation being made at the request and risk of the Plaintiff. ~~' ---.frY ~/"/;' "..- 4"/. ~~ I _K~-f' Sheriff of Cumberland County, P A Affidavit of Service :Now, ,20_, at 0' clock M. served the -within upon at by handing to a copy of the original and made known to the contents thereof. So answers, Sheriff of County, PA Sworn and subscribed before me this _ day of ,20_ COSTS SERVICE 1vITLEAGE AFFIDA V1T $ $ Johnson, Duffie, Stewart & Weidner By: David W. DeLuce J.D. No. 41687 301 Market Street P. o. Box 109 Lemoyne, Pennsylvania 17043-0109 (717) 761-4540 Attorneys for Plaintiff PENNSYLVANIA STATE BANK, Plaintiff IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NO. 02-5492 CIVIL TERM v. JOHN P. MICHAEL, LEE M. SHILLER, and ALLEN J. BLOOM, CIVIL ACTION - LAW Defendants CONFESSION OF JUDGMENT PRAECIPE TO SA TISFY JUDGMENT TO THE PROTHONOTARY: Kindly mark the judgment entered in the above-captioned action against Defendants as satisfied and discontinue this action. Dated: January 3, 2003 :200070 CERTlFICA TE OF SERVICE AND NOW, this k day of January, 2003, the undersigned does hereby certify that he did this date serve a copy of the foregoing Praecipe to Satisfy Judgment upon the other parties of record by causing same to be deposited in the United States Mail, first class postage prepaid, at Lemoyne, Pennsylvania, addressed as follows: John P. Michael Suite 2618 800 W. Renner Road Richardson, TX 75080 Lee M. Shiller 965 Grandon Way Mechanicsburg, PA 17050 Allen J. Bloom 2045 Chevy Chase Drive Harrisburg, PA 17110 lONER ... . 0 <::) 0 s; ("...) -n ""t..1 }t~': (~U "1 , . ~. 7< :1. I -:>' [ "" ..c.:.~ G~' , C"' _.4..... ~ C~. :;r-JiII' ~ C :1: ) 5; c~~-. 0) , - :~ .. :..rl :iJ =2 (:::; -<