HomeMy WebLinkAbout07-0964IN THE COURT OF COMMON PLEAS
OF CUMBERLAND COUNTY, PENNSYLVANIA
SOVEREIGN BANK, successor in interest by merger
to Waypoint Bank, formerly known as Harris Savings
Bank
Plaintiff
vs.
PHILIP J. JOHAN5EN
Defendant
TO: CLERK OF COURTS, CIVIL
CUMBERLAND COUNTY
WARRANT
Case No. ~'`r ^ ~(~~
Confession of Judgment
Pursuant to the authority contained in the Commercial Guaranty, a true and correct copy
Cw~
~~'~
of which is attached as Exhibit C to the Complaint filed in this action, I appear for the Defendant
and confess judgment against Defendant in the amount of $47,322.96, which includes interest to
January 12, 2007, plus interest at the rate stated in the Promissory Note, from and including
January 13, 2007, and costs.
LAMM RUBENSTONE
BLITZ & DAVID LLG
Zachary . Coh squire
Attorney 19
7535 Windsor Dr., Suite 200
Allentown, PA 18195
(610) 706-4300
Appearing for Defendant on
the Confession
VOY
357258-1
IN THE COURT OF COMMON PLEAS
OF CUMBERLAND COUNTY, PENNSYLVANIA
SOVEREIGN BANK, successor in interest by merger )
to Waypoint Bank, formerly known as Harris Savings )
Bank )
Plaintiff )
vs. )
PHILIP J. JOHANSEN )
Defendant )
Case No. d'`j - Q(~~ 1. l v ~,~
Confession of Judgment
COMPLAINT IN CONFESSION OF JUDGMENT
Plaintiff Sovereign Bank., by and through its legal counsel, Lamm Rubenstone Lesavoy
Butz & David LLC, states the following complaint in confession of judgment:
1. Plaintiff Sovereign Bank is a banking institution with offices at 619 Alexander
Road, Princeton, NJ 08540.
2. Plaintiff is the successor in interest by merger to Waypoint Bank, formerly known
as Harris Savings Bank.
3. Defendant Philip J. Johansen is an adult individual with a last known address to
Sovereign Bank of 108 Beverly Road, Camp Hill, Pennsylvania.
4. In order to document a commercial loan, Market Street Music, Inc. executed a
Promissory Note in Plaintiff s favor dated November 6, 1998 in the amount of $40,000.00 (the
"Note"). A true and correct copy of the Note is attached hereto, made a part hereof, and marked
as Exhibit A.
357258-1
5. The loan is also documented by, inter alia, a Business Loan Agreement executed
in tandem with the Note. A true and correct copy of the Business Loan Agreement is attached
hereto, made a part hereof, and marked as Exhibit B.
6. As security for the loan evidenced by the Note, Defendant became an unlimited
surety of the loan evidenced by the Note by executing a commercial guaranty (the "Guaranty")
A true and correct copy of the Guaranty is attached hereto, made a part hereof, and marked as
Exhibit C.
7. Defendant is in default of his obligations under the Guaranty for failing to make
required payments when due.
8. The Guaranty has a confession of judgment clause which has not yet been
exercised and judgment thereon has not been entered.
9. The Note and Guaranty provide that upon default, Plaintiff is permitted to
accelerate the Note and enter judgment without demand or prior notice.
10. The Note and confession of judgment clause in the Guaranty provide that upon
default, Plaintiff is entitled to collect an attorney's fee of $500 or ten percent (10%) of the unpaid
principal balance and accrued interest due under the Note, whichever is greater.
11. Ten percent of the principal and interest due under the Note ($4,274.17) is a
reasonable figure for attorney's fees, expenses and costs to be incurred in this matter and in
liquidating Plaintiff s collateral.
357258-1
12. After credit for all partial payments made, the full amount due to Plaintiff under
the Note and Guaranty is as follows, plus accruing interest:
Principal: $ 39,970.08
Interest to 1/12/07: $ 2,771.71
Late Fees $ 307.00
Attorney's fees: $ 4,274.17
TOTAL AS OF 1/12/07 $ 47,322.96
*per diem = $10.83
13. Plaintiff has not assigned its interests in the Note, the Guaranty, or the obligation
they secure.
14. Judgment is not being entered against a natural person in connection with a
consumer transaction.
WHEREFORE, Plaintiff demands the entry of judgment against Defendants, jointly and
severally, in the amount of $47,322.96 (which includes interest through January 12, 2007), plus
(A) additional interest at the rate stated in the Note from and including January 13, 2007 and (B)
costs.
LAMM RUBENSTONE LESAJVOY
BLITZ & DAVID LLC /
Zachary J. ohen, Esq. "
Attorney No.
7535 Windsor Drive, Suite 200
Allentown, PA 18195
(610) 706-4300
Attorneys for Sovereign Bank, successor in interest
by merger to Waypoint Bank, formerly known as
Harris Savings Bank
357258-1
VERIFICATION
I, John Giangrossi, hereby state and verify that I am an Assistant Vice President of
Sovereign Bank, successor in interest by merger to Waypoint Bank, formerly known as Harris
Savings Bank; that I am authorized to take this verification on behalf of said organization; and
that the facts set forth in the foregoing Complaint are true and correct to the best of my
knowledge, information and belief.
I understand that false statements herein are made subject to the penalties of 18 Pa.S.C.
§4904 relating to unsworn falsification to authorities.
Date: ~' , 2007 ~~~
N :John ossi
Tit e: Assistant Vice President
357258-1
~ti,6,~R
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SAVIIdGS BANK ' '
PROMISSOR'
ie ~ sarMgs eanii
9orrolfife[" ' •~; ~ ~:;:~E~ (TIN. radar: •
` 2yt N. Second attest .
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• Flarrtabtv'g, PA 17"106 . < .
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Principal Amount: ~l~'1~ I'nitE5l1 Ffate: 9.8'00% Date of Note: No~ember~G, 1998
PROMISE TO PAY. 'tWuket Street lulu aNd {"Borrower") promises to Pay to Herrb Sevlnav tpertk ("t.ertdar"), or order, M lawful
money of d~ tJNled aNltes of anerbal' .... , ~ PPM a~aomtt ~ ~4- Ttrousand & ottnfloyDoBss (>wo,ooo-oO). ox m Mull as may .
be outednding', bDethsr with 1Merest on th! unpdd outstarr~ng prirroipel badrwb of each advance. Interest shelf be eateuadd trorrt•the date
of stall advance until repeyiaeM• of saoh advano~
PAYL#irJLT. eor~wer wm •pay this ban hnntedYdsly upon Lender's demand. In additlon, eorraerer tir~tt: pq reQW.at..a- paynr~te,af .alt.. ;
acosued unpaid fAMresl dw as of siat- prg-ment date, beQ>nnln9 Decsntber' 1.1M5, with a8 Itttee!at p4s ~ be due on 4ht: ~ ;
same de0/ of each Month after ttprl The annul indreat rats for this Note ~ oompudd on a 385136o~thdt•Is; by ~ drrrairo otttw~anriua! ; .`
interr+at rate over a year of 3f30 days, mulpppsd by the oubtandin0 prlrnipal balance. multipped by the ec4ud. r?urnbsr ~tite, prfrrclpal..badnce ia` ,
otdvlandng.• Borrower wIq pay Larrdvr at tenders addrasa ahawn above or at auoh other pleas as Lendw day dPalgrnitd ih,• Urarps; atierwise, ~:. , .
agreed or ra~rvd by aPP~~ ~w. PaY' ~. ~ aPPI~ ~ ~ acawd unpakt'lnterest. than to ptpat~ir~! r~hyramtitrting ain'atiid to any
unpaid ooUsopon oasts and late ot>arges. _ .
1fAFiliIBLE INRE~REST RATE. The interest rate on this Note la sub~ot to ohanps from tlme to••tirna based nn dtrarpet b W!;iridbt whloh' t:drtiiers
1'rkrts Rate (the "lndeft"). Tt~s h ttty rate tender oharpes, or would ollrge. on s0-daY unaeaured lours is t(ii moet.~ditwar"tttyobrporaie torrisrs.' .. .
TMs rod nrgry ar may not bs the lowest rate availsbie from Lender at any phrMt time. tender wlp belt 13oaawvr ltii `ourrar~ Indict. raM tin Borrtlv~-ers '
• tequvsL Borrower undsrsbtnds that' tsrtdar may make loans based on other ratan as wail. The intireat rild'aharrgs wt riot aver mss of6sn Shan
each tky. The lndeel ourrenyr d e~ooolc per ammm. The . rme to be applied to the unpaid berlmrtte of this Nod MAIi ba at a
tads of 4.500 percentage pofrrd over ttre telex, rssulting In en Inltiei rate of 9.600% per armum. Nt)Tl E Underno oirourrntarross wpb the interest '
rata on tMs Note be more flare the mwdmum rod silvered by applMable law. •
RREPAYMENY. Borrower may pay without Per~y ail or ri portion of the amounE owed earpvr than p is due. t2arly paymerds~~l n ~ ~puaa the
• by L.endM in wrfBng, rNiava t3orrowsr of Borrower's obpgatlon to conpnue to make payments d acaued unpaid 1
prtnolpd• baMutce due.
LATE. CHAAQE tt a regularfy scttaduled {ntvre~ payment is 15 days or moro late, Borrower w8 be charyed 5:~0% of the rogutaAy scheduled
payraeM or sY'IOAO,,erhichsvsr !s greeNr.. N: Lender demands pgyment of this Iaen, and Borrower does not pay ths.ban within 16 days alter
Lender's damand~ eorrowet oleo wlp t>• charged either 5.0.00% of the sum of the unpaid •prindpal plus acisrtlmd unpakt interest or 810.00, .
wtdc~evsr b greeter.
L.ENDi"A'S Rtt3HTt3. hander may tdre or pay sonsmne else to'trelp oopeot this Nod tf Borrower does not pay. f3oirovvvr'atea. will pay Lendor'that
amount. This btdudaa, aub}eat to any prtats udder apppoable law, Lenders ettansYs' tees end Lenders laps( eo~nees wFt•ther or, not.tiiere is a `.
tawsuH, fndudtng aitorneys° des and legal expenses for bankruptcy progedings (lrraludirrg silorts_to madNy as vecab' any autbrneUo sgty or in}yiicpon),
appiale, and any an>bipadd postaudgment oopsopon servbss. If nbt prohRsited by apppcabiv law, Borrower•afao wq1 pay any court golfs, in Yidditlon
to ail other soma provided by law. ff judgn-snt is entered in aonnedbn with this Note, Interest wLq oontinuv t4 acorw on thta Noili,afdr )udgmarrt.at the
irnvrast rain apppoable to this Note ,at,,:.pp~.,)l~pt4nt,M entered. This Note has been delWarod to tendr+r and aoorapiAd by Lon n the.,: ,
CatrmonwealSr of Pennaylvaiaa. it there le•a lavritll~;Bbhrbwer~egreee•u.poe~i~rJar's.. , ~;~~~ . 'f`
DauPt~~~ouettytrtr~he aayhrmid. Lender arrd Bomower hsreb)r wlve~~~~ht to jury . • !n i4ny'adlon, proceeding,
or coundrdalm ixougM by either Lender or Borrower. ageJnst the other. This Note stoat be govarnetl by and construid d acaordierrex with
the Isere al•the cantnonweetth od Pennayivanla. .
Rtt3FIT OF SETOFF. Borrower grants to Lender a'eontraotual security interest in, and her+dty aadgns, oonveya, daNvere,'pMsiigss, and transfers to
Lender ail Barowsr's right, dpri< and inMrvaf N and to, Borrower's accounts wkh Lender (whether' oheddrtp, aavinga, ar•somv dttrirr aempuntk'•including.
without gmpapon an aooounb held joinpy wRh someone else and sa acx~ounts Borrower nw,y open in the future, exduding however ail iRA and Keogh
acaaunla, and ail trust acoourris fAr which the grant of a seourfty lnterast would be prohlbtted by law. eorrowar authorizK Lender, to the eortant
permttetad by applicable law, to otrarge or setoii ail sums owing on thN Nod against any and ail such dcoounts, and, at Lenders option, . to
ednaNahapvslY irsesa ail such acdounla to allow Lender to proud Lender's charge and sdoff rights provided on thin paragraph.
LINE OF CREDIT. Tt>is Note vWdences a rsvoMng pee of cradiL Advarroec ender ttds Note may bs requested orapy by 8orrowsr or by an authorized
person. L.sndsr may, but need not, require that aft. argil requests• be confirmed In wrftinp. AU communicapona, instruolloris, or dbeatlons by telephone, or
otttvrwketo Lender ere to bs,dlrsded m Lenders oma shown above. The fopowinp party or pertlea are auttrorfzid'ta+frgUastaCjvanoawadsrthe pee ..
of aredtt until Lender rec;atvea ham Borrower at Lender's address shown above written notice of revocation of thMrauthorMy: PtriQp J. Johansen and
James E Johansen. Borrower agrees to be gable for ail sums either: (s} advarx~d in aacordancs vrfth the Ir~Uons of an authorizlsl persor- or (b)
<re~d to any of Borrower's aaoourda wfth Lander. The unpaid prfncipmri balance owing on tti~ Nola at cry time may be bvldsriced by endorsements
on this Nod or by Lender's internal rsoords, lnduding daily computer print-outs. Lendec will have no •~Iigatbn to advanm funds uraiar' this Note if
(e) Borrower or any guarantor is in default under the terms of this Note ~ any agreement that Borrower or any guarantor has with Lander, Including any
agreement made in aonnectton with the signirp of this Note; (b) Borrower or arty guarantor osases doing business or fs inaolverrt; (c) any .guarantor
seeks, deems x otttervvlse attempts b limit, modify or revoke such guarantor's guantntea of this Note or any other Ian with Lender, (d} Borrower has
appped funds provfdad punwarrtto thk Nota for purposes.other than those authorized by Lender; or (e) Lender in goad iaph deems ttsalf insecure
under this Note or any other agresmert! between Lender and Borrower.
ANNUAL REVIEW. The loan canmitrnant w8 expire on Rprp 30, 1999. Tire Lender wig review the Loan annuapy for renewal: and extensions such
renewals and extensions to be granted predicated ~ the performance of the company and/or individuals and adherence to the Loan Agreement
and/or loan poppy. .
SEGURtTY. Ail oopaterd (as herein depned) fs securpy for ttris Note and any renewals, extensions and modpicatiorrs thaecf, and the payment,
1~.~os-yega~ ~ PROMISSORY NOTE ~ Page 2
Losn Na 8877000664 (Contlnuetq •
p~ranoa and dBolfarge d a9 other preient or luturo indsbtedneae, obUgatfona and undorWdrgs (wFrether MdhAduel. Joint, asvarol, dtrgct,
congnpent ~ ottterMAn) d ttw Bonowar b ar br the beneM d I:ender, whether arising dbsofly to Lender under tits Note a under efiy other .
egroarrwri4 prortdaory rots or urtderEeWrgs'rrow eodeiing or hereirrstter erttarsd irdo by Borrower to Lender. The term "Collateral" trtatlydee aA tangible
end ale property (R deealbed Irt any rnorlpepe, assignment or any other security daoumsM aeparatNy exoeuted by the Borrower in hvor d
lender, and A) In wf•doh Borrower has granted a eeourity interest to 4endar pursuant to this Ndte..
GENERAL PRO'Yll3101r8. Lender may delay or forgo.enioroing any d tie righte.or romsdtes under this NoM without losing than. eorrowor and.any
other parson who signE f~uaranteas or endorsee this Note, to the extent allowed by law, wahre prasantmertt, demand for paymentr protest and naSOe• of
d)shortor Upon At1y QtlarlQe in the tears d thk Note, and Urr<sas dherwtse expressly strttsd In wrNing, no party who signs We Notll, Vrtlatllsr of meka',
guaran#or, sooontrrtode6on maker or endaroar, shall bs roteased from y Ap suoh parties agree that !:ender may rortew ar eodend (ropeatsdty and
for ary lerpih d 9rne) tNe loan, or raleese any party a guarantor or oolataal; •or tn~al~, taq to realize upon or parfeot Landara saotxlly Intersw in the
,collateral; and talcs any other ao9on deemed rrsrx~ry by !:ender wt~tout the aonsant d or notloe to anyone. AN such Pardee ~Iso agree that Lender
may mor~fy 1Ns loan w~hout the consent of or notlob to anyort• ether than the party with whom the modlilrNtion is rrmdo< ~ If any porlton d this Note is
' toy arty reason dat~mksd to be uneMorioetble, n v401 not i(ISOt the antorceablitty of arty oitrer provislors d this Noto. .
LbMF"ESSION OF JCtDflMBNi: BORRO~NER HEREBY IRREVOCABLY AUTHORIZES Ai~@ EMPOVVERS ANY ATTORNEY OR THE PROTHONOTARY'
OR t~.ERlt OF ANY COURT IN THE COMMONWEALTIi OF PENNSYLVANIA, OR E, TO APPEAR AT ANY THE FOR HORROWEft AFTER
A FAULT UNDER THIS NOTE. Alm WITH OR WRHOUT CAMPf.AtNT FILED, AS• OF ANY TERM, CONFESS OR ENTER JUDOMENI" AOA(NST
• BORROWER FOR Tl1E ENTIRE PRINGPAL BALANCE OF THIS NOTE, ALL ACCRUED INTEREST, LATE CtiAROtEB; AND ANY AND ALL AMOUNTS
t7CPENDED OR ADVANCED BY LENDEfl RELATING TO ANY COLLATERAL SECURING THIS NOTE TOOETI•tER ,ylI1TH:.11~8T ON :SUCW
AMOUNTS, 1'OGETF~FF WITH COSTS OF,3UlT, AND,AN ATTORNEY'S COMMISSION OF TEN PERCENT'(10%) ~F.THE UNPAID PAINC~PAL.
t3ALA1UCE~AAD~ACCRtJEA• INTEREST.t-OR•`COL"L~CTION;••9UT.IN' ANY EVENT NCT LESS THAN FIVE. HUNDRED DOLLARS (dtf00)' ON WHlirt=l
JI~ENT OR JtJDOMENI S Ott bPC tdORE EXEC~J'T10NS MAY IS.SIIE IMM®IATELY; Aim FOR SO t~QiNO, THI,S'NO'It: OR A. CQPY• OF THIS
~' VERIFIED HY AFFIDAVIT SHALL BE SLIFRG1~iT'WARAANT.' THE AUTFIORIIY GRANTED • IN• THIS N01E TO CCM~E33 .JWGMENT
AGAINST BORROWER SHALL NOT HE EXHAUSTED HY ANY E>~tCl~ OF THAT AU'ttt~1111f, BUT SHALL COtYtlt+lUE FROM 1tME TO TIME AND
AT ALL TIMES UNTIL PAYMENT IN. FULL OF ALL AMOUNTS DUE UNDER TMS NOTE. BORROWER HEAEBY WAiVSB ANY RiQHT. BORROWER
MAY HAVE TO~NOTICE OR`TO A FtEARINCI`IN CONNECTION WITH ANY SUCH CONFESSION OF JUbCiMENT, lxc;EP'T ANY NOTICE ~/OR
i$ARINO FtEGUIRED UNDER APPLICABLE LAW WITH R83PECT TO EXECUTION OF THE JUDGMENT, AND .STATER THAT EffhlER A.
REPRt~AITATIIVE OF LENDER•3PECIFICALlcY CALLED.THIS CONFESSION aF JUDGMENT PROVISION TO BORROWER'S:ATTEN710lV.OR
' BORROWER HAS t3>~~ REPRESENTED 13Y.INOEPEIVDENT..LEGAL COUNSEL THE LIEN ARISIhKi FTSOM ANY JUDGMENT COKIFESStm OR
ENTERED Pt~tSIJAMT TO' THE FOREOOING~ AUTHORITY SHALL .NOT EXTEND TO ANY OF HORROVVER'$ RESIDENIIAL REAL PROPERTY AS
Ti~AT'CB~M 13 DEFINED tN THE PENNSYLVANIA ACT OF JANUARY 3q,197'4 (PA. LAWS 78, NO. ~, REFERRED TO AS THE LOAN INTEREST AND
PROTECTION LAW, AS AMtnNDED, AND THE HOLDt:R OF ANY' JUDGMEhIi' CONFESSED OR ENTERED PURSUANT TO THE FORGOING
AtTTHORTIY SHALL NOT, 1N ENFORCEMENT OF ANY SUCH JUDGMENT, EXECUTE, LEVY OR 07'FIERVVISE PROCEED AQAtNST ANY SUCH
RESIDENTIAL REAL PROPERTY; PROVIDED, HOYVEVER, THAT THE LIEN OF SUCH JUDGMENT 8HALL EXTEND TO SUCH RE3iDF.N17AL REAL
PROPERTY AIm THAT THE HOLDER Tt~REOF MALL HE PERMiT1ED TO EXECUTE, LEVY OIR PROCEED AGAINST SUCH RESlDEIYTIAL AEAL
1'ROPEATY FROM AND AFTER THE ENTRY ~ A JUDGMENT AS CONTEMPlAT® BY ~CT10N 4p7 OF SUCH LOAN INTEREST AND
pR01'ECTiON tJ1W AND RULES 29!11 TO 28!18 OF THE PENNSYLVANIA RULES ~ CML PRO(~DURE, OR SSOR OR SiM1LAR STATUTES
AND•RULES. NO LIMRATION OF LIEN.OR ANY EXECtit10N, LEVY OR OTHER ENFORCEMENT COtJTAt1~D IN THE IMMt~IATEI•Y PRECEDING
SENTENCE SHALL APPLY Wmi RESPECT TO ANY JUDGMENT OBTAINED bTHER THAN BY THE FOREGOING AUTHORITY TO CONFESS OR
ENTER JCIDOMENT.
PRIOR TO BIflNINfl THIS NOTE, t30RROWER READ AND LMDERST'OOD ALL THE PROVISIONS OF THIS NOTE,. INCL' UDtNfl THE VARIABLE
tNYEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE NOTE AND•ACIWOWLED(;ES RECEIPT OF A COMPLETED
COPT! OF THE NOTE. .
Tt•NS NOTE HAS BF.EI~1 SIGNED AND SLAI.ED BY THE UNDERSIGN®.
BORROWER:
E. Jdraneeer,
Vureble Rate. Line or Orodit. LABBR PFIO, Rep. U.S. Pat. 6 T.M. orr„ v.r: i.TiB I9j t oae OFI ProBwket, Inc. Afl rlphte rererved. IPA-DZD MARK$T.LN C1.OVLJ
SAVINGS BANK
••~• •^"••~• • ~~ arrest rnuaic, • In~rporetett (TIN: ~ Lender: Fletris 8avhtps eahlc
.•a;6-l7s1122) ~ 234 N. second street
t8 E Mein 8t. ~ P 0 titott till •
• Mecttarttcsburg, PA t.T06b
tierrisburp, PA t7lOfi ~ .
. THIS BUSINESS. LO/W AGREE'~NT between Marlaet Street Music, lnoorpongsd C'Borrower") end Flerris Sevin B,,,y~
end ezecutsd an the toparrlnp terms and condlibrrs. • Borrower has received prior commerda! loans from Lender oar has ~~~~ ~ made
a ~+arrerdai ioan or toana.end other tinencial •accontmodatfons, including those which may be descAbed on appUed to Lender for
. to this AOroemsnt. AR aunt Ioarrts and ttnanciei aocommodatlons, together with dl tuWro Ioarts•end flnendd.~mrtetoda ~~ ~ie~~00e to
Borrower, sro rartwred. to to this AgrreemOnt Inditriduelly as the "loan" end oollectlvely ae Ute "Loans." eorrow~ understands and
(a) ht Orardine, rerteurigg, or mdsndinp attK Loan, Lender is ro~rirtg upon Bornotwer's representatlOns; warreettise, srtd ~s that:
In thb A~semsnt; .(b) the prantinp, rsnewinp, or: exfeedir-g of any l.oen by Lender st aq times shell bs °~ as set'torth
itiecretbn; and (c) all sudt Loans shall be and shalt rotnaln sub}ect to the topowing terms end conditions ~ this Apreentees ~e ~~ent ar-d
TAM- ~s Agreement shap:be etfeciive as o! November. 8,199s, and shelf continue thereafter until ail indebtedness.ot•Bonower b !.ender has been
per(orrrted in fup and the isartles;mrminete this Agreementih. wrHing:
DEFINITIONS. The.foflowing'words shall have the following. meanings when used in the Agreement. Terms'not othervvtee deflrred in this
share .have the meantngs .attributed to such terms to -the Uniform Commercial Code. Atl references to dollar amounts shad mean amountsgiirrei Iawtui
money of the lJntted States of America.
Asreement,•. The word'Apreement" means this Business Loan Agreement, as; this Business Loan Agreement may be amended or modHied from
tlme to tints, together with ap.exh~Hs and sd~edules attached to this Business Loan Agreement from time to 6me.
Borrower. The wont "Borrower" means Market Street INusic, Incorporated. The word "Borrower" ciao lndudes, as appl[oable, stl subsidiaries and
afflNaws of Borrower as provided below ih tfie paragraph titled "Subsidiaries and Afflilatss." •
CERt:I.A. Tha•word "CERCLA" means the Comprehensive Ertvfronmental Response, Compensation, and Liabtltiy±Act ~ 1980, as amended.
tolleteral. The word "Copateral" means and irtdudes without flmitatfon all property and assets- ranted as
~ a Personotl Property, whether granted directly or indirectly, whether granted now or in the fut8ure, and whether pr~s~t[~ ~ m a y~~,
interest, mor'tpetge, deed of trust. assignment, piedpe, chattel mortgage.. chattel trust; factor's Ilan, equipment trust;'rrortditlornd-aals, {rust receipt,
l ~~ ~tpen~ title remntlon contract, lease or consignment Intended as a seourity'devk;e, or any other sea~rtty or pan interest whatsoever,
• Y tract, or otherwise.
ERISA. The word "ERtSA" means the Employee Aetlrement income Securpy Act of 1974, as amended. .
Event of Default. The words "Event of Default" mean acid include without limitation arty of the Events of Default set forth below in the section titled
'EVEfVT3 OF DEFAULT." ~ .
Grantor. The word "Grantor" means and includes wthout Hmftation each and ap of the persons or entities grtrJtting a Seourtfy interest in any
Copatsral for tfie Indebtedness, including without Bmttatlon aft Borrowers granting such a Sectxity IntsresL .
GueroMor. The word "Guarantor" means and includes without timftation each and ell of the guarantors, sureties, and accommodation parties it
conrrectlon with any Indebtsdr-ess.
ladebtedness. The word "indebtedness" means end lndudes without•timltation e11 Loans, together with a~ other obflgetions, debts end Aabiptl~
of Borrower b Lender. or any one or mars of them, as-well as ail claims by Lender against Borrower, or any one or more of them; whether now or•
hert~fi~ s~~g~ veluntary or imroluntary, due or not due, absdute or contingent, 6quidabd or unflquidated; whether Borrower may be Ilabie
indivlduetly or jdntiy wflh others; whether Borrower rrtey be obligated as a guarantor, surety, or otherwise; whethw recovery upon sucr
Indebtedness may be or.tiersafter ~y become barred by any statute of Itmttations; and.whsther such Indebtedness may be or hereafter may
become otherwise unenforceable.
Lender. The word 9.ertder' means Harris Savings Bank, its stxx~ssors and assigns. •
Loan. The word "Loan" or "Loans" means and lndudes without flmitetion any~and ail commercial loans and financial accommodations horn
Lander to Borrower, whether now or hereafter existing, and however evidenced, including without tlmHation those loans and financia
acxommodatlons described herein or descn'bed on any. exhibit or schedule attached to this Agreement from time to time,
~. The word "Note" means and lndudes without timitatlon Borrowers promissory note or notes, tf any, evidertdng Borrower's Loan obpgation;
in favor of Lender, as well as arty substitute, replacement a reflnartcirtg note or notes therefor,
Permitted Uens. The words "Permftted Liens" mean: (a) pens and security interests securing tridebtedr>ess owed •by Borrower to-Lender; {b
Iferts for taxes, assassm®nts, or similar charges either not yet dae or being contested In good faith;
warehousemen, or carriers, or other flke parrs arislrtg in the ordinary course of business and securi obit (c) pans of materislmen, .mechanics
purchase money pens or puuchase money sectuity interests u on or fn a ~ ~tlons wtdch are not yet deltnquenh (d
business. to secure indebtedness outstanding on the date of thips A9reemenrnorppemtfttedctodbe incurred under tip ~ in the °rdinary course o
titled 'indebtedness and Liens"; (e) pens and security interests which, as of the date of this paregraph of this Agnaemen
the Lender In writing; and (f) those liens and security interests which in the aggregate oonstit~ute~an mmhaatenelband d pniflcartt monotery amour!
with respect to the net value of Borrower's assets.
Rotated Documents. The words "~~iated Documents" mean and include without flmitation afl promissory notes, credit agreements, !oar
agreements, environmental agreements, guaranties, security agreements, mortgages', deeds of trust, and elf other Instruments, agreements anc
documents, whether now or hereafter existing, executed in connection with the Indebtedness.
Security Agreement. The words "Security Agreement" mean and Include without Umttation any agreements, promises; covenants, arrangements
understandings ar other agreements, whether created by law, contrad, or atherwlse, evidencing, governing, representing; or creating a Securtt;
BUSINESS LOAN ~4GREEMENT
~t-OS-7998 BUSINESS LQAN AGREEMENT
Loan No 6877000654 (Con#tnuedj Page 2
interest. .
Security Interest. The words "Seclxity~lnterest" mean and include without Ymttatlon arty type o(coYateral security, whether b the form of a lien.
. ife~~tm a~9etl. deed on assign Pia, chattel mortgage, chattel bust, lector's Yen, equ~ment tn~st, conditloMl sate mist recei
created by law, contract, or otherwise, or>signmsnt trrtsnded as a security devke, or any other securiyy or flan interest whatsoever, whether
SARA. the word "SARA" means the 9uperfund Amendmetris and Reauthorizatlon Act of 19813 as now or hereafter amended
CONwt~ hEeY( ~E ~~Q two t~t>a~fu fl~e~ t ~rr~ders s~a~fac8o ~ `an for t~ c n~tio~se~t and each
Documens. forth in ~ quart Loan Advance under
A~eemerrt and fn the Related
Loan Docunents. Borrower sheY provide to Lander in form satisfactory to Lender the fotlouving doouments for the Loan: .(a) .the Note, (b).
SeCwfiy Agntte-ner>fe, granting. to Lender secu interests. to the Colla
whit Amtdta ~o ~~° as r~aquired below; and a ~rsgoukad undue ~tements pertecYnQ Lender's Securlly interests; (d}' ,
~, guerantles () anY ottrer documents !-greerrrent or by Lender or fls sou
described below, r>sei; including
Borrower~a AuthfxiraUon. Borrower'shall have provided in form and substance saisfactory to Lender property oertifted resolutlons, duly ,
authorizing the eocecutlon and delhbry of this Agreement, the Note and the mated Docu
documents artd inatr~uments as. Lender or its sourest, in their sole dfscretlon, may require, ~~~ and such other authorizatlons and other
Payment of Fees and Expenses, Borrower shall have; paid to Lender atl fees, charges, and other expenses which are then due end peyab~ as .
specified in this Agreement or any Refatsd Document
Reprosente8ons and Warranties. The representadons and warranties set' forth to this Agreement, fn the Related Documents, and in any`
document or cedlftoate delivered to Lender under this Agreement are true and correct
No Event of i7etauit. There shay not eodst•at the time of any advance a condYion which would constihrte an Event Of Defauff under this
Agreement.
AEPRE4•ENTATIONS AND •WARRANtiES. Borrower roprosertts and warrants to Lender, as of the date of this.
• A9reernent, as of .the date of each
dlsbursemaM of Loan proceeds, as of the date of any renewal; extenaton or modiflcatlon of any Loan, and of ail times any indebtedness exists:
O rQanimtton. lorrower b e corporation wtdch is duly organized, validly exlsYng; ar~d in good standirrQ under the laws of the Commonwealth of
nnaylvania and LS vatldly existlng and in good standing to alt states in which Borrower is doing business, Borrower
authority to own its properties and to hansacl the businesses in whbh ff is presently engaged or resen ~ ~ ~ poN'ef and
duty quetlflad as a foreign corporation and is in good standing trt all states in which the failure to so ~ proposes to engage. Borrower also ie
its businesses or ftnanctel condition. quaYy would have a materiel adverse effect on
Authorizoaon. The eucecutlon, deQvery, and Nance of•tfds Agneemertt and aY Related Documerrts b B
deYvered or performed by Bon+ower, have bean duly auihorfzsd by aY necessary actor by Borrower, do not~requra the•cor~sent orb emoted,
any other person, regulatory authority or governmental body approval of
provision of its articles of incorporation or ~ and do not conflict with, result in a violation of, or constitute a default under (e) any
governmental organizgtlon, or bylaws. or any agreement or other instrument binding upon eorrcwer or (b) any law,
regulatlon, court decree, or order apptlcable'to Borrower.
Flmandaf information. Each ftnandat statement of Borrower supplied to Lender truly and completely disclosed B .
of the data of the statement, and there has been no materiel adverse change in Borrower's flnanctal condition subsequent to the date of the most
recent ftnancfal statement supplied b Lender. Borrower has no material contl om~wer's finandai condition as
agent obii~atlons except as disclosed in such flnanciel statememts.
Legal Effect. This Agreement constitutes, and any instrument or agreement requked hereunder to be: ghren by Borrower when delivered wip
constitute, legal, valid and binding obflgatlons of Borrower enforceable against Borrower in accordance wffh their respectlve terms,
Properties. ~~ ~ contemPfated by this Agreement or as previously disdossd in Borower's ftnancial statements or in wrhing to Lender and as•
accepted by Lender, .and except for properly tax Yens for taxes not presently due and a able B
Borrower`s properties free and clear of ail Security Interests, end has not executed an sec P Y orrower owns and has good tlde b au oF.
Propertes. Atl of Borrower's ProP~es are titled in Borrower's' legal name, and Borrower has net used, or flied a flnandng statementtlt dersany
other narrre for at least the last flue (5) years. ,
Hazardous Substances. The terms "hazardous waste,' '~ezardous subs~nce " "dfs " ~* .
Agreement, shay have the same meant Posai, "release and 'threatened •
..180t, et seq., the Resource Conservatlon~and Reoo in the "CERCLA," "SARA," the Hazardous Materials TransportaBo~~' as .used in this
regufattons adopted pursuant b any of the very Act, 48 U:S.C. Sectlon t390t, et ~ 49 U.S.C. Bastian
foregoing. Except as disclosed to and ackn ~., or other aPPik:able state or•Federal m
warants that: (e) During the period of Borrower's ownersh of the by Lender in wrttl ~ rake, or
iP ProPartks, there has been no use. ~, Borrower represents and
treatment, disposal, release or threatened release of arty hazardous waste or substance b an 9eneuatfom, manubtcture, storage,
properties: (b} Borrower has no knowledge of, or reason to believe that there•has been , aY person on, under, about or from any of the.
disposal, release, or threatened release of any hazardous waste or substance on, under about or ~m won, manufacture,'storaps, treatment,
occupants of any of the propertks, or (tl} any actual or threatened Iltigatlon or claims of an kind Properties by' am' Prior owners or
Neither Borrower nor any tenant, contrarxor, agent or other authorized user of any of the properties sf~mtlanY Person relatlng to such maths. {c)
dispose of, or rel~se any hazardous waste or substance on,' under, about or from use, ganerote, manttfarzure, store, }~~
in compliance with all applirrebie federal, stets, and local laws, regulations, and ordl an~Ynces~tnc udi~~h~f I M~tl n the tee be ~~ucted
ordinances. described above, Borrower authorizes Lender and Its agents fc enter upon the ro , regulatlons and
Lender may deem appropriate b determtme compllartce of the propertks with this sector of the
P perYes to make such inspections and•tests as
Lender shall be at Borrower's expense and for Lender's Purposes Doty and shaA not be c;orts Agreement Any inspections or tests made by
of Lender to Borrower or to any outer person. The representatlons and heed b ~~ any responsiblYty a Nabiiflty on the part
Irtvestlgatlng the Properties for hazardous waste and hazardous substancesowe~therie~b d heron are based on Borrower's due dttlger>ce in
Lender for Indemnity or confn'bution in the event Borrower becomes liable for cieanu or others) rekas~ and waives any future alatma against
indemnify and hold harmless Lender against any and aft claims, losses, YabiAtles, da P costs under a such la
indirectly sustain or strNer resulting from a breach of this section of the ~~~ Penaltles, and'expenses which Lender ntey d®r~y or
siorege, disposal, release or threatened release of a hazardous waste oar ubstanceron t>~consequence of amy use, generation, marwfacture,
Agreement, including the obligatlan to indemnify shall survive the ProPertles. The Provisions of this seotlon of the
Agreementand shall not be affected by Lender's acquisition of any lntere~st in a t of {~ i~ d~~~ and the termination or
m! P opertles, whether by foreclosure or othe~~,%fton of this
Utigation and Clahns. No litigation, claim, investlgatlon, admtnistrotlve proceeding or similar action (irtduding those for unpaid taxes) against
Borrower is .pending or threatened, and no otter event has oxurred whtch ma mate
properties, other than fitigatlon, claims, or off ~ -~nts, ff any, that have been disclosed to d Y affect Borrower's ftnanciei condition or
'edged by Lender in writing.
xr
y1-o6-1998 ~• BUSINESS LOAN ACREEMl~
':Loan No 8877000654 .' Page 3
• (Corrttnued) .
Taxes. To the best of Born4vrar's knoHrkdge, aA tax returns and reports of Borrower that are or were required to•be itlad, gave been filed, and all
. taxes, asaeserrierrts and other govemrtrentat charges have been paid fi fait, except thost presently being or to be contested by Borrower in good
faith In the ordinary course of business and for whfih adequate reserves have been provided.
Lien f?rlority., Unless otherwise previously disclosed to Lender in writing, Borrower has not entwed into or granted any Sec
permitted the Mug or attachment of any Securfty interests on or affectlng any of the Cotlateral directly or fidl ~ Agreements, or
Borrower's Loan and Note, that would be prior or that may in any way be superior to Lender's reLtiy ~~~ repaymer~ of
CoNatsrel. Security interests and rlghls in and to such
Binding EtYaCt. This Agreement, the Note, all Security Agreements directly or indirectly securing repayment of Borrower's Loan and Note and atl
-of the faelated tMcuntards era binding upon Borrower as well's upon Borrower's suorxsssors, represenYathns and assigns. and 'are legally
• 'enforoeabk h accordance with ttxslr respective terms.
Commercial Purposes. Borrower irstends to use the Loan proceeds safely for business or commeralal related purposes. -
Ernpbyee Benellt Plena. ; F,ectt einp(oyae. benefit pWn es. to which Borrower may Crave arty tlebpityr r~mptles in all rtraterial. respects with all
aPP~eble requirements of law:and regulatlons,-and• W no Reportable.Event nor Proh~ited Trensactlon (as defined in ERtSA) has occurred with
respect ~ ar-Y such plan, (tl) Borrower has not withdrawn from arty such plan•or inWeted steps to do so, (~ no steps. have been taken to
tetMnate arty such plan; and (N) there are no unfunded tlebilltles ottrer than those previously disdoaed to tender in writing.
L.ocatbn of Borrower's t and RecoMa. Borrower's place of business, or Borrower's Chief eooecutlve office, H Borower has more than one
place of business, ts•lorx;ted at 13 E. Main St., Meatrarrlcsbtug, PA t705fi. Unless Borrower has designated otherwise in writlrrg ttris bcation is
also Ctrs ootce or ofitces where Borrower keeps its reconds concerning the CoUa6sral.
Year Zaoo, aorrower.warranis and represents that a~ software utitl~d in the oonduot•of Borrower's business w8 have
compatlb8ly far operation to handle calendar dates faGfng on or after January 1, 2000, arxt atl lnfomwtlort pertaining to s~uch~calendar ~ inthe
same`manner and with the same functionapiy ore the soflware does respeetlnd calendar dates felting on or before December 31, 1999. Further;
Borrower warrards and represents that the data-related user interface turtcUons, data-tietds, and data-related program insbuctlons and functions .
of the software irrdudeahe fidicatlon of the century.
dniorma8on. AU lntormetfon heretofore or contemporaneously herewith famished by Borrower to Lender'tor the purposes of or In connection with
• this Agreement or any trartsactlon• contemplated hereby Is, and all (rrformetlon hereafter fumtshed by or on behalf o! Borrower to Lender wUl be,
true'.and accurate.in•every material raspQCt on the date es. of whictrsuch informatlort b dated or certified; and none of such Intonnatlon is or will be
incomplete by omittlng to state any material fact rre~seary to make such iMorrnation not ml~eading.
Survived of Representations end Warraniles. Borrower understands and agrees that Lander, without independent invesdgaibn, b relying upon
the above represerrtatlor~ and warranties In extending Loan Advances to Borrower. Borrower further sprees that the•foregoing representatlon:
and warrantee shell be continuing in nature and shall remain In fufi farce and effect urrlfil such time as Borrower's Indebtedness shall be paid it
lutl; or unttl this Agreement shad be terminated in the manner provided above, whichever is the lest to occur.
AFFIRIYFATIYE COVE~lA1~ITS, Borrower covenants and agrees with Lender that, whie ttris Agreement is in effect, Borrower witl:
LIUpr~on. ~Pr'omptiy Inform Lender in wrifing•oi (a) all materiel adverse changes fn Borrower's finandal condifion,.and. -(b) atl esxisb'ng and al
ttrreatsned Ytlgatlon, claims, hw~tlgations, administrative Proceedings or simUer actions affeofing Borrower or eery Duarantor which coulc
materially affect the tinandal condtion of Borrower or the finandal conditlon of any Guarantor.
Firksutcial t3ecords. Maintafi Its books and records in accordance with generally accepted accountlng PrirgiPies, applied on a consistent basis
and permit Lender to examine end audit Borrower's books and records at etl reasonable tlmas.
Financial Statements. Famish Lender with, as soon as avatleble, but in no event later than ninety (90) days after the end of each fiscal year
Borrower's balance sheet and income statement for the year ended, aomplled by a certified Aubtlc'eccourrtant satisfactory to Lender. All financia
reports required to be provided under this Agreement shall be prepared In accordatxxs with generally axepted acx:cunling prirrcipl~, applied or
a consistent basis, and cxsrttfied by Borrower as being true and correct
Additlond information. Famish such additional information and statement, lists of assets and tlabititles, agings of receivables and payabies
inver-tory schedules,. budgets, forecasts, tax returns, and other reports with respect to Borrower's financial condition and business operations. a
Lender may request from fime to time.
Insurance. Maintain fire and ~ather risk insurance, pubtle Ilabtlity insurance, and such other insurance as Lender may require with respect fc
' ~ Borrower's properfies and operetlons, In form, amounts, covereges and wfttr insurance companies reasorteby scxeptable to Lender. Borrower
upon request of Lender, witl deliver to Lender from time to time the. policies or certlfbcates of.Insurance in form sailataatory to Lender, (ndudinc
stipulatlans that coverages witl not be cancelled or diminlshed w[thout at least thirty (30) days' prior written notice to Lender. 'Each -nsuranc~
,• policy also shall include an endorsement providing that coverage In favor of Lender will not be impaired in any way by any act, omission or defau~
of Borrower or any other person. In connection with all pafides covering•asseis in which Lender holds or is offered a security interest for the
Loans, t3orrower wB provide Lender with such loss payable or other' endorsements as Lender may require.
lnaurence Reports. Famish to Lender, upon request of Lender, reports on each existing insurance policy showing such Infarrrretlon as Lends
maY feasonably request; Including without tlmfiation the following: (e) the name of the insurer',. (b) the risks Insured; {c) the amount of the polic}
(d) the propertles insured; {e) the then current properly values on the basis of whch insurance has been obtained, and the manner c
determining those values; and (}) the aspiration date of the poifoy. In addition, upon request of Lender (however nd more often than annually'
Bon'ower wfil have. an independent appraiser satisfactory to Lender detennlne, as eppficabte, the actual cash value or replacement cost of an
Cotiatsrel. The cost of such appraisal shall be paid by Borrower.
Duarantles, prior to disbursement of any Loan proceeds, furnish executed guaranties of the Loans in favor of Lender, executed by the guarantor
named below, on Lender's forms, and in the amounts grid under the condltlans spelled out En chose guaranties.
uarant Arrtaunts
PbiBp J. Johansen Unilmlted
James E. Johiutsen and Lynne C. Johenmen Unllimited •
Other Agreements. Comply with all terms and conditions of eli other agreements, whether now or hereafter existing, between Borrower end ar
other party and notify Lender immediately to writing of any default to connection with any other such agreements.
Loan Proceeds..Use all Loan proceeds solely for the following specific purposes: Working capital.
Taxes, Charges end Liens.. Pay and discharge when due all of its indebtedness and obligations, including without Ifmitatlon all assessment
taxes, governmental charges, levies and liens, of every kind and nature, imposed upon Borrower or its properties, income, or profits, prior to.tr
dale on which penalties would attach, and all lawful claims that, N unpaid, might become a Ifen or charge upon any of Borrower's properfie:
'1~-os-tf398 BUSINESS LOAN AGREEMENT
Loan No 8877000554 (Colrtiaued) Page 4
income, or proffls. Provided however, Brower wHl not be required to pay and
brig ~ (a) tiro IegeHly of the same shell be contested In cod faith b a dlecirarge ~ such easssarnent, tax, ahar+ps, levy, len.or claim so
books adequate reserves wtih respect b such contested assessment taxp, c riabe•proceedirrgs' and (b) Borrpgrer Shall ~Ve egtabUahed on its
accounting Practices. Borrower barge, 'levy, Hen, or claim in accordance wtih generally socepted
pens and dairr>s end will authoitre~en demand of !.ender, will hrrnlsh to Lender evidence of payment of fhe ~~ taxse, charges, levies,
taxes, oranges, levies, Hens and claims a~gai~ns~f orrowe~r's ro~ official to deliver fo Lender at any time a written statement of any assessments,
p genies, income, or profits.
Performance. t'enorm and comply with ail'terrrrs, oonnttions, and provisions set forth in thk ,~reement and in the Related Documents In a timely .
manner, and. Pr~PtiY notify Lender K Borrower Isams of the occurrence of any event which oorrstitutes an Even} ar pefault under this Agreement
or under any of the Related Docurrrents.
~nstlona. AAaintaln executive and management personnel with substantfa the same
and management personnel; provide written notice b Lender of ~ quaiflcetions and experience es the•pri9sent executhns
1n •a reasonable and arty change in executive and. management personnel; conduct tie business affairs
Ong ~ ProAt,decherlers, busi~nesseacompllance wHh all aPP~-~e federel, state and mun
wfth all minimum funding standards and other requ~ements of EAtSA ~0n' complierxxrt ~ ~ rules and repulAtions
appHr:able to Borrower's Amens VYtih ~ Act and
Inspection. Permit employees or agents of Lander at employee beurafit plans,
other properties and b examine or audti Borrower's ~, mounts, and ~~~andytD~make ~ tfq Loen.or Loans end Borrower's
accounts, and recx>rds. ti Borrower now or at arty time hereafter maintains any recmrds (tnduding w~tthiout~tmi4ttion comma ~ Borrower's books, .
end computer software programs for the generation of such records) in the possession of'a third party Puler 9eneraiacl records
notify such Pent b permit Lender tree access b such records at all reasonable times and to provide Lender wlth~ upon ~~ of finder, shall
request, ail at Borrower's expanse, copies of any records ti may
CompUaru;e' Certifloate. Uhtess waived In vrriting by Lender, Provide Lender at least annually and at the time ot~each dLgbursement of Loan .
Proceeds -with a' ex~rtiflcate executed by Borrower's chief flnenciaf officer, or other afflcer or
representations and warranties set forth in this Agreement are true and correct es of the date of theme ocerti~ and funhecn~~ ~. that the
.date of the ceniflcate, no Event of Default exists under this Agreement oerttiiArrg that, as of the:
Environmental Compilance and Reports, Borrower shall comply in alt respects with aA envlronrrrental
statutes, n)gulatiorss •arrd ordinances; nol cause or permit to exist, as a result of.an intentlonel or unfntentlon~ action bor o~'rni won on ris• part og on .
the part of any third Party, on Property owned and/or oxupfed by Borrower arty enVlronmenta! activl where dam
emfronment, unless such ernironmental actvtiy is pursuant to and N compitanae with the condNions of a pe alt [saved b t~ ~Y reauft fo the
.state or local govemnrental authors _ Y appn~riats federal,
notice, summons, Hen, cNation, ~' shall tumish b Lender promptly and In any event within lhfrty (3p) days otter
or unintentional action or• omisslo~n o~ Borrow~~ communicaffon from anY goyemmental agency or inslrumsntaHtr~l a SPY of any
environment and/or other natural resources. ~ in connection with any environmen~l activity whether or not there ~ ~ intentional
damage to the
Addltlorml Assurances, Make, execute and deliver to Lender such promissory notes, mortgages, deeds of tnist, security agreements, >fnarrctng
statements, Instruments, documents and other agreements as Lender or Its
and to perfect all Security Interests. ~~~ may reasonably request b evtderxxa and secure the Loans
RECOVERY OF ADDITIONAL COS73. if the smposftion of or any change in any law, Wile, regulation or guldetine, or fhe in
any thereof by any court or admirrlatretfve or govemrtrental authority tirxtiuding any request or poly not haul terpretatlon or application of
meke•applk;able any texas (euaeept U.S. federal, state or local Income or franchise taxes imposed on Lender] ~ force of Iaw)•shaH impos®, modify or
requirements or otf>er cbHgation's which would (e) increase the rxst b Lender for extending or mafntainGrg the (~l~reb ~h this
relates, (b) reduce the amounts payable to Lender under this ~ ~P~ adequacy
as a consequence of Lender's Agreement or the Related DDOUments, or (c) reduce the rats of retrun on tende9s capes
additional amounts as wilt co obligations wtih respect b the credit facilities to which this Agreement rolatea, then Borrower
accompanied by an mpensate Lender therefor, within flue (5) days after lender's written demand for such a ~b Pay Lender such .
wfrich explanation of such imPosltion or ctterge and a tabulation in rea'sonabse detail of the addHlonapl amounts payablBosrhi•o~vve6
explanation and calculations strait •be condusfve to the absence of manifest error.
NEf3ATNE COVEEld1AN'1'S. Borrower covenants and agrees with Lander that while this
written consent of Lender. Agreement a In effect, Sorrpw~ shall not, without the prior
Indebtedness and Liens, (a) Eraept•for trade debt incurred in the normal course Df business end lndsbtednesa ro Lsnd~ coots
Agreemen, create, iru:ur or assume indebtedness foc borrowed money, fncluding ~capflal leases, (b) exempt ~ atlowed.~ a pe~~ ~YseH,
transfer, mortgage, assign,, pledge, ~. grant a seourfiy interest in, or encumber any of Borrower's
Borrower's accounts, .except b Lender. assets, ar (c) sell wffh recourse any of
Continuity of Opexattons.~ (a) Engage in any business activities substantially different than those in which Borrowrer is resen e
cease operations, tiqutdate, mrege; transfer, acquire a consolidate with any other en P aY ngaged, (b)
or sell CoHaterai out of the ordinary course of business, (c) PaY any dividends on gorrowh~sfo~clr~{o~ ~ ~Nde~ ' ~D~ ~ transfer
the payrne' n of dividtle~nds, tf Borrower ~ it "Su~b~cha~ter St only so long as no Event of Detaufl has occurred and is.continuing•~twould resuitrom~
may pay gash dividends an Its stock b•Ils shareholders from time to time n~amounts Internal Revenue Coda of 1986 as amended) .
and make estimated income tax payments to satisfy their IfablUfles under federal and state Ijy~h °~shareholders to ~ BDrrDwer ~.
of a Subchapter S y from their PaY Income taxes ....
Corporation because of their owneBhip of shares of stock of Borrower, or d u status as Shareholders _"
shares or after or amend Borrower's capita{ structure, () P rchase or retire any of Borrowers oulstandtng
• Loans, Acquisltlons and Guarenpes. (e) Loan, invest in or advance money or assets, (b) purchase, create or ac wire u
~~_
erprise or entt#y,'or (c) inau arty •obligation as surety or guarantor other than in the ordinary course o} business, q arty. Interest in any other • .
CESSATION OF ADVANCES. If Lender has made any oommstmont b make any Loan b Borrower, whether under this
the !ems of this Agreement or under any other
agreement, Lender shall have no obligation to make Loan Advances or to disburse Loan proceeds ff: (a) Borrower or any fuarantor is in defauH under
Agreement or any of the Related Documents or any other agreement that Borrower or an
any luarantor becomes Insdvent, files a Petition In bankruptcy or simHar proceedings, or is ad ud Y Guarantor has ~wtth Lend~r•
change In Borrower's financial condition, in the flnandel condtion of any Guarantor, or in tf e ~ e~ankru t• c ' (b) Borrower or
Guarantor seeks, claims or otherwise ahem is to limit modify or revoke such Guarentor's P ~ () ~° oxurs a matertal adverse.
lender in good faith deems itself Insecure, even though no Event of Default shall have oxurgred~n~ ~ ~ ~ ~ any other~oan.wla h Lt.e~nder or (ej
'~'IN~- REVfEW, The loan commitment will expire.on APrt1301 1899. The Lender wIH review the Loan annually for renewals and erdsnslons; such
renewals and extensions; to be granted predicated on the performance of the company and/or individuals and adherence to the Loan
and/or loan policy.
LOAN DOCt1MENTS. Agreement
The Note and Related ~inents, which shall survive closing, and the provlsG . ~sof are incorporated.herein by reference,
it't~~998 ~` BUSINESS LOAN AGREEML, .
Loan No 8877000554 (Conttnuecq _ ~ ;Page 5
TAX•RETLIRNS AND FlNANCIAL iNFORb1AT10N. eorwwer wpl submH b Lender the guaretttots flnancW sta~manla and signed federal tax rstruns
comptied•by a oartlflsd public accountant saflstactory b Lsndw' no later than .rtUrety (t30) days afber fhe and of each fiscal year. AU flnarrclei reports.
required to~ be provided under tt>ts Agreement sttaU tae prepared In accordance with gerterely aaepted accounting principles, appAed on a consistent
bast: and earUfNd by j9orraww as beir>g tore and correct
RIGHT OF SETOFF. Borrower grerds b Lender a contractual security interest in, and hereby assigns, conveys, deUvere,
lender aC Borrowers right, tltle end interest in and b, •Borrowsrs'accour>ts with Lander (whether checking, savi p~~''and.tran3fers to
without Umitation all aoaounis held jointly whir sonwone. else end alt accounts Borrower ma ~' ~ some other account), including
accounts, and ati trust accounts for which the granE of a security Interest would be prohiybt~d by law.b8orrowarusuthorizcesi.an~der, to fhe extent..
Peed tiY.aPP~bie law, b charge. or setpif all sums owing on the lndabtadrtess against any and all such ac~aunta, and, at Lenders option, to
administratively haeze all such accounts b allow Lender b protect Lenders charge and setoff rights provided on this paragraph.
• EVENTS DF DEFAULT. Each of the following strati constitute art Event of Default undw this Agreement:
Default on indebtedness. ; Fatiure of Borrower b make any payment when dCie on the Loans. .
Othef Defeuits. failure of Borrower or any Grantor to compy with or b perform when due arty other term, obUgation, covenant or condiion
contained in this Agreement or in arty of the Related Documents, or tatiure of Borrower b comply with or b perform any other tom, obtigatlon,
covenant or condition contained in any other agreement between Lender and Borrower.
Faise't3tebmsnts. Any warranty; representation or ste~ment made ar furnished to Lender by or on behalf of Borrower or any Grantor under this. .
. Agreement or the Related Documents ig false or rrdslestdinq in any materiel respect at'the time made or famished, or becomes false or misleadtnq .
a# arty time thereafter: .
Defective Coltateralisatiori: ~ This Agreement of any of the Related Documer>is b be in fuA for>x and effect (tnciuding .taflure of any .
~~Y ~mant b txrsaie a valid and perfected Security interest) at arty tlme and for any reason.
Insolvency. The dissolution or terminatlon of Borrowers existence as a gclng business, the insolvency of Borrower, the appointrnenf of a receiver
br arty part of Borrower's properly, any assignment. for the benefit of creditors, any type. of creditor workout, or the commencement of any .
proceeding under any bankruptay.or insoivenoy laws try or against Borower.
Credibr or Forfelturo Proceedings. Commsncsmenf of foredostus or fortelture procsedinga, whether by judblal proceeding, sei#-help,
repossession or arty other method, by arty creditor of Borrower, any creditor of any Grantor against arty cotiat>>rral securing the Indebtedness, or by
any govemmsntai agency; This lnctudes.a garnishment, attachmaht, or levy on or of any of Sorrbwers deposit accounts with Lender.
Events AtfeClind Guarantor. Arty of the.prr3cedingevents oootrrs with respect to any Quarentor of arty of the Indebtedness or any Guarantor die:
• or becomer; Incompetent, or revotcss or disputes the vat(dliy of, a IlabWty under, any Guaranty of the Indebtedness.
Change In Ownership. Any charge in ownership of twenty-~t[ve percent (2596) or more of the common stock of Borrower.
Adverse Change. ~ A material adverse change occurs in Borrowers financial condition, .or Lender believes the prospect of payment or
performance of the Indebtedness !s impaired.
Insecurity. Lender, In good faith, deems tiself insecure.
EFFECT OF AN EVENT OF DEFAULT. if arty Event of Default :belt occur, except where otherwise provided in this Agreement or the Relafec
Documents, ati commftments and obligations of Lender under the Agreement or the. Rela~d Documents or any other agreement immediatety veil
terminate (including any obl(gatlon to make Loan Advancers oe disbursements), and, at Lenders option, all Indebtedness immsdiataly wUl become dui
and payable, all without .notice of any kind b eorrcwst, except that in the case of an Event of Defaut of the type described in the 9nsclvency
subsedton above. such axeferetlon shall ba automatic and not optional. In addition; Lander shall have all the rights and remedies provided in the
Rala~d Docutnents'or available at law, inequity, or ottterwlae. Except as maybe prohibited by appilcable law, all of Lenders rights and remedies she
be cumulative and may be exerclsed singularly or concurrently. Election by Lander b pursue any remedy shall not.exdude pursuk of any othe
remedy, and an election to make expenditures or to take action to perform an .obligation of Borrower or of any Grentor shall not affect Lenders right tc
declare a default and to exercise Us rights and rerrtedles. ~ ,
MtSCEL•1.ANEOU3 PEiOVISIONS. The following miscetianeous provisions are a pert of this Agreement; • •
Amendments. ThIs Agreement, together with any Related Documents; constitutes the entire understanding and agreement_of the parties as to ttir:
matters set forth in this Agreement No alteration of or amendment to this Agreement shall be effective unless gluon in writing and signed by thr; .:
Pa~Y or Peas sought to be charged or bound by the ateraUon or amendment ~ .
AppUcable Law. This Agreement has been delivered to Lender and accepted bI- Lender in the Commonwealth of Pennsyhrania.:if !here is
a IerrsuH, Borrower.agrees upon Leader's request to submit to the jurisdiction of the carrta of Dauphin County, the Commonweeith o
Pennsylvania. Lender and Borrower hereby waive the right to any jury trial In any acttiorr, proceeding, or counlerdalrn brought by etthe
Lender or Borrower against. the other. This Agreement shall be governed by and construed fn accordance wlMr the -laws of the
Commonwealth of Pennsylvania.
provisions of~this~4greampen~ headings in this Agreement are for convenience purposes ordy and are not b be used b Interpret or define th
Multiple Fettles; CoFporete Authority AU obligations of Borrower under.thls Agreement shall be joint and several, and.all references Co Borrows
shall mean each and ovary Borrower. This means that-eaah cf the persons signing below is respor>sibie for all obligations in this Agreement
Consent to Loan Participation. Borrower agrees-and consents b Lenders sate ar transfer, whether now or later. ot-one flr~+e.perticlp9Uo
interests in the Loans to one or more purohasers, whether related or unrelated b Lender, Larder may provide, without snjr limitation whatsoeve .
to arty one or .more purchasers, or potential purchasers; any Information or knowledge Lender may trove about Borrower or about arty other matte
• relating b the Loan, and Borrower hereby waives any rights to. privacy it rosy have with respect to such matters. Borrower additlortatiy:weives ar.
end alt notices of sale of participation interests, as welt es all notlces of any reptrrctrase at such parUdpetlon Interests. Borrower also sprees thr
the purchasers of any such participation Interests wAi be considered as the absolute owners of such interests in the Loans and will have ail th
rights granted under the parttdpaflon agreement or agreements governing the sale of such parUclpaUon interests. Borrower further waNes e
rights of onset or counterclaim that 11 may have -new or later against Lender or against any purchaser of such a participatlon interest art
urrcondlUonetiy agrees"that either Lender or such purchaser may enforce Borrowers obtigatlon under the Loans irrespective of the failure i.
Insolvrency of arty holder of any intermit in the Loans. Borrower further agrees that the purchaser of any such participation interests may enforce i
interests Irrespectlve of any personal claims or defenses that Borrower may have against Lender.
ct onr action wipe PreperaBon~execution~ enforc emen~t, modiflr~t on and colle~ction~o~f this uding without iimitaiian attorneys' fees, incurred
pursuant to this Agreement. Lender ma _ Agreement or•Ja.connecU.on with. the Loans mac
amount. This includes, subject to any limb under apptle~ flaw, enders athteorneys' tees and Lanenrder'ts,e~el~~t, end Borrower wqt pay th.
g expenses, whether or not there is
~~"~~~ BUSINESS LOAN AGREEMENT
Loan No 8877000654. (Conttrnle~ - Page
lawsull, including atiorrteys~ fees for bankruptcy prorreedlnps (indudlrp efforts to modlty or vacate
1mY ar~Cipated post-Judgmertt cdlection servkxs. Borrowers wit pay any court coals. in addition ~ ati other~sums pror wed by)Iavtr~, and
Notlrxs. AN notices required to be ghren under title Agreement ahaN be given In writing, maybe seM b
bylaw)' and shag be effective when actually delltrered or when deposited wRh a natiorta Y teiefarsimtie (artless otttorvvfse required
States mail; first class, postage pr~id~ addressed tti the party to whom the notice is ~ ~~ overntaht r~urter or depost~d to the United
tchange Its address tor: notice: under this Agreement by 17tvir~ fprmal wliitert notkkst to the other at the address shown above. Any Party mgy
change the perty"s address. To the extern permNted by aPPticabis law, B there e• more than ones Borrows n~ ~ th° Purpose of the notice is
notice to all Borrow®ns. • For not(cs Purposes, gon~ower wilt keep tender informed at alt.tfntes of B ~ Bow wB constitute
Sgverabmty. If a court of competent Jwfsdiction finds an ohs currant address(es).
arrctrmsfance, such itrtding stra4 not render that Y Provision of title Agreement to be invalid or unerttorceab>e as to any person ~
ofisndtrtg Provision strati be deemed to be •modil~ to be within the tl~ e~MaBce~ab ~ other pemorts or ckcungignc~, ff {~m~ m~, such'
so modified, it strati be sMdcen and ail other protdstons of this ~ or ~~ howewr, g ~ ollendkkp provision cannot be
Agreement En ati outer respacls shati remain valid and en:orcertbte.
Slrbsldfarles and Afflllates of Borrower. To the extant the context of anY Provisions of this Agreement makes ft epproprtats,
itmlta6on arty represelttation, wamtrtty ar Povenant, the ward "Borrower" as used herein shag include ati eubskttades and aifltiafes of Borrohwoeurt
No1w111tsfanding the foregoi however under no dreumstartces shall this
flnandai.a~ommodation to ~ subsi~ery ~ aitigate of Borrower. Agreement be construed to require lender to• Works any ~~ or other
Successors and Assigns. All covenants and agreements contained
torus to the beneAt of•Lender, Its stlocesaors and by or on behalf of Borrower strati bind its succa9sorn and 4ssigns and shag
arty interest therein, wfthout the ~ Bower shati oat, however, have the right to assign Its rights tinder this Agreerrrent or
prtor written oortsent of Lender.
Survival. AU wananties, r~resantaticna, and ~~~ made by eorrowsr in this
Borrower to•tender larder this Agreement or In arty txrtlticate or other instrument delivered by
Agr+esrttent shell be constdered'to have been relied upon by Lender and wIN' survive the rneldr~ of the Loan. and
delivery to tender of the Related Documents; regardless of any?naestigaifon made by tender or on Lender's behalf.
Time Is of the Essence, Time a of the essence to the performance of this Agreement
W~'~• 1-ender strati not be deemed to have watered any rights under this Agnsemenf unless such waiver Is given In writing and signed by
Lender No daleyor om(sston on thg pert of Lender in.
Lender of a provision of this exercising ~' right,shaN operate as a waiver of such right or any other
provision or any ocher. provt~~of ~nNt shati not preJudice or constitute a waiver of Lender's right otherwise to demand sMct compAsrrAoe w h tF a!
between !.ender and a Q Agreerttent ~ prior walvor by Lender, nor any course of deaBrtg between Lender and 8
ny rarttar, shall consttiute a waiver of arty of Lender's rigttis• or of any obligations of Borrower or of a ~0w®r, or
future trartsactlons. Whenever the consent of Lender (s required under this Agreement, the g ny Grantor as to any
shaA riot conshtu~ continuing consent in subsequent instartcas where such consent b required, and in ati cases such
wfttttteld in the sole ~~ of such consent by Lander In any Instance
discretion of Lender. consent maybe granted or •
BORROWER ACKWOWLEDGES HAYING READ ALL THE PROVISIONS OF THIS Bt1SINESS LOAN AGREEMENT, AND BORROWER AGREES TO
ITS TERMS. THIS AGREEMENT IS DATED A8 OF NOVEMBER 8,1898.
THIS AGREEMENT HAS BEEN SIGNED AND SEALED BY THE UNDERSIGN®.
BORROWER;
Johansen & ~
'3Y Stt;R~
LASLR'PRO, Rep. U.S: Pat. d T.M. Off., Ver. a.YS p)lsee CFI Proemrbse, inc. AllrlphlJi reserved. (P/1-C<0 MARKET.LN Ct.OYtJ • •
E,~{, b~ I C
COMMERCIAL 6UARAN'i~
Querantor: Phtiip J Joliartsen;; ..
106 Beverly Rd.
comp Nin; PA a~o» .
AMOUNT OF GUARMRY. The amount of thli Guarantyas Unamlted.. .
CONTINUING UNLIMITED •GUARANTY. For good and valuable conddsratbri, Phnlp J. Johansen ("Guarantor") absolutsty and uncondlftondl
gtranaltees and promises b payb Mlarrls Savings eardc ("Lander'q or its order, on demand, in lepai tattier of the t)rdted States of AmsAea. th
Indsbledaase (a: that term fs defined of Mericet Street Musk, Iricorporeded ("Borrows'") b Lender on file terrns•and oondltions ae
tortii m this Guaranty. Under this Gusranty, the nabnlty of Guarantor b unnmlled and the obligations of Guaraibr are conthsuMig. ,
DEFlNIT1ONS. The folowing words shall have the following meanings when used in this Guaranty.. .
Borrowsr.:The word "Borrower''means Market Street Music, Incorporeied.
Guarantor. The word "Guarantor' means PhAlp J. Johansen.
Guaranty. The word "Guerenty' means ibis Gusrenty made by Gusrantor fes the~beneflF of 1.ender dated November 6, 1898.
tndebtednsas. The word "Indebtedness" Is used in Rs most comprehensive sense and means and h>citrdas arty and aft of Borrower's IlabiiHie•
obRpations, debts, and indebtedness to Letnder, now existing ar hereinafter irraurrad ar created. irrdudirig, without 6mihtnon, aq loans, advance
Interest, costa, debts, overdreft Indebtedness, credit card indebtedness, lease obligations,-other obAganora, and ifebpitles of earrower, or any
them, and any present or fuhrrs )udgmenis ageing Borrower, or arty of them; and wtretlier any such Indebs k vduntarNy of involuntari
inoirrred, due es not due, absolute ar contingent, Nquldated ar urriiquidakd, deterMned ar undetermined; wlreiher earrower may bs list
individually or Jainny wfth others, ar primar0y ar secondarily. a as guarentor ar surety; whether recovery on the Indebtedness may be es m[
ber+rome barred ar unenforceable sgainst Borrower fes any mason whatsoever. end whetter the Indebtedness arisen from transactions which mr
be voidabie on account of Infancy, Insanity, ultra vices, ar otherwise.
Lender. The word "Lender' means Harris Savings t3ank, its sucoesaess and assigns.
Related Documents. The words 'Related Documents' mean and include without IlmRatlon all promissory note:, credit agreements, for
agreements, environmental agreements, guaranties, security agreements. mortgages, deeds of trust, and aU other Inslrumenls, agreements ar
documents, whether now ar hereafter existlng, eoreauted in connection with the Indebtedness.
NATURE OF GUARANTY. Guarantors IfabNty under this Guaranty shall be open and continuous far so bng as this Guaranty remains, in fore
Guarantor intends to guarantee at an t<mes.the performance and prompt payment when due, whether at maturity es earltar by reason of acxeteration
ott>arwise, of ail )ndebtedness. Aocorctngiy, na payment made upon the Indebtedness wit discharge es dlndrdsh the continuing nabEty of Gtxrani
in connection with any remaining portions o! the Indebtedness ar any of the indebtedness which subaequendy arises ar' le tt>ereafter Incurred
contracted. ~ .
DURATION OF GUARANTY. This Guaranty wiU lake effect when received by Lender without the necassihr of any acxeptance by Lender. or arty noti
to Guarantor ar to Borrorwer, and wig continue fn fut force untU a0 Indebtedness incurred ar contracted before recmpt by Landes of erry notice
revocation shah have been fogy and finally pain and satlafted and all othd obligations of Guarantor under this <3uarenty'shaA haw been•,perfarmed
full. If Guarantor elects to revoke fhb Guaranty, Guarantor may only do so fn wrltlng. Guarentors written notice of revocation must. be mailed
Lender, by oertified• ma8, at the address of Lender Bstsd above ar such other place as Lender may designate in writing. Written revocation of ti
Guaranty wN apply only to advances es new Indebtedness rxeated after actual receipt by Lender of Guarantor's writen rovocatlon. For this purpo
and without Rmltatian; the term "crew Indebledneas" does not Includelndebtedness which at the time of notes of revocaton is con@ngent,:unliquidatE
undelemdnad. ar ru-t due and which later becomes absolute, 9qutdated, determined or due. This Guaranty: wpl continue to bind Guarantor for
Indebtedness incurred by Borrrnwr es committed by Lender prior to receipt of Guarantors written. notke of revocation, including any euttenslo~
renewals, subsNtulions ar modif~anons of the Indebtedness. Ap renewals, extensions, substitutions, and modfRCations of the Indebtedness grant
after Guarantor's revocation, are contemplated under this Guaranty and, specifically will not be considered to be new Indebtedness. This Guarai
sha11 bind the estate of Guarantar as to Indebtedness created both before and after the death ar incapacity of_Ouerantes, regardteas of Lender's act'
notice of Guarantor's death. SubJeCt to the foregoing, Guarenlors executes ar administrator ar other legal representanve .may terminate ties Guarani}
the same manner In which Guarentar might haw terminated ft and wfth the ~ssme effect. Release of any other guarantor ar terndr>elfon of arty otl
guaranty of the Indebtedness shall not affect the tiablUty of Guarantor under this Guaranty. A revocation received by Lender from any one ar m~
Guarantors shah not affect the IIabiNty of any remaining Guarantors unties this Guaranty. it le anticipated that tluotuatlons may occur In 1
the e~angouni of Indoebt.ednesabt~ev~erro zero daliars (SO.tm), prior to wrltroV~ocanthis~Guararriyr by Guarantor shall. fwt eonstltutr
terminanon of finis Guaranty. Th1s Guaranty le binding upon Guarantor end Guarantor's helm, succe#sors and, assigns so long as,mny of '•
guaranteed Indebtedness rcmdns unpaid end even though the indebtedness guaranteed may from. time~to~timstrezero dollars•(ie.o0).
GUARANTOR'S AtJTHORtZATION TO LENDER. Guarantor authorizes Lender. efther before ar after any revocation hereof. without. notice
demand and wtitrorit lessening Guarantor's IfabUlty under this Guaranty, from time b time: (a) prbr to rovocation as ant forth above, b mr
one or more eddinond secured or unseverod loans b Borrower, b lease equipment or other goods b Borrower, or otherwise to exte
additbnd credit b Borrower; (b) to alter, compromise, renew, extend, ~celerate, or atherwiae change one or more times ttie time
payment.or other terms of.tire lndebiedness or any pert of the Indebtedness, including Mcroerses and decresees of the rate of Interest on
Indebtedness; extensbris may be repeated and may be for longer than the original. ban term; (c) to take and•hofd severity for the paymen
this Guaranty or the Indebtedness, and exctrange, enforce, waive, subordinate, fail or. decide not b perfect, end release any.auch secur
wtih or without the sutrstitution of new colfaterot; (d) to release, substitute, agree not to sue, or tied with erry one or more of Borrows
sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; (e) to determine how, when and what appttcat
of payments and credits span be made on the Indebtedness; (t) to apply such severity and direct the order or manner of sale there
including without IlmitaBon, any non)udicid sale permitted by the terms of the controlling security sgreanent or deed of trust, as Lender it
discrotlon may determine; (g) to sell, transfer, assign, or grant partlclpatbns fn d1 or arty part of the -Indebtedness; quid (h) to assign
transfer this Guaranty M whole or in part
BprrpW<;t : MMcst titroet Musk, Incorporated (TIN: ~ Lender: ~ ~ $S~t~ ~t
ss-tr9ttrl) •
•13 E Maln tat. P 0 t3oX 1711
Mechaiiosburg, PA 17066 Harrleburg, PA 17t0B
f f-06-fs98 COMIIAERCtAL GUARANTY
Loan No 8877000554 (Continued) Page 2
GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrant b Lender that (a) no r~reserrtations or agreements
of any kind have been made b Guarantor which would limit y quality in any way the loons of tltis Guaranty; (b) this Ouarardy Is eooecuted at
Borrowers request and not at the request of Lender, (c) Guarantor has full power, right and authority b enbr into this Guaranty; (d) the provtions of
this Guaranty do not conflict with ar result in a default under any agreement ar other Instrument binding upon Guarantor and do not resuti to a violation
of arty law. regulation, court decree y ardor applicable to Guarantor, (e) Guarantor has not and wiq not, without the prig wrtften consent of Lender,
set, base, assign, encumber, hypothecate, transfer. or dherwiae dispose of aA y substarrtisily ail of Guarantor's assets, ar any trtisiest therein; (f) upon
Lender's request, Guarantor witi provide to Lender flnandal and credit informatort in form acceptable b Lender, and ati such ftriancial iMorntatfon
whidt currerrtiy has been, and afl future ftnartdal Inbrrnation whk,h wiN be provided to Lender t and~wHl be true and oamect In ail rnabrkl respects and
fahly Present the 1lnandal condition of 6uarantar as of the dates the tinartdal intomtalton is provided; (g) rw material adverse change has. occurned in
Guarantors flnarrcbl condition since the dab of the most recs3nt flnandal statement provided b Lender'and no event~ttas occurred' which may
ntatertatiy adversely affect Guarantors flnancfal condition: (h) no titipaflon, dekn, im~esflpation, admlrrtstrat(ve proceeding a similar action (trtduding
those for unpaid taxes) against Guerenbr is pending ar threatened; m Lender has made no wpresentatlon to Guarantar as b the oredtiwortttiness d
Borrower, and ~ Guarenty has established adequate means of obtaining from Borrower on a'continuirtp bash information repsrdri~ Borrower's
flnartdal condition. Guaranty agrees b keep adequabiy lntormed from such means of arty tact, everts, y droumstnces whbh rtdght in any way
ailed Guarantor$ risks under this Guaranty, and Guaranty further agrees that Lender shall have no obtigaflon b dbdose b Guaranor arty infymstion
ar documents acquired by Lender in the course of its relationship with Borrower.
GUARANTOR'S WAIVERS, txcxpt as proftibiled by applcabb law, Guaranty weNes any right b requee l.erxier (a) b continue landing money:y to
exbnd other rxedft b Borrower, (b) b make any. presentment, protest, demand, ar notice of any kind, indudfng notice of any nonpayment of the
lndebtedrtess or of any nonPaYmeltt related b arty collateral, ar notice of any action ar nortadion on the part of Borrower, Lender, arty surety, endorser,
ar other guaranty in connection with the Indebtedness or fn conrtedion with the action of new ar additlonel loans or obNgatiorts; (c) to fesort for
PaY~ ar b prorteed dkedly y at ortw against any person, includirrp Borrower y any outer guarantor, (d) to proceed nst.or eudtaust e
collateral held by Lends from Borrourer, any other guarentar, or arty other parson:. (®) b give notice of the tents, time p~bce of any publb omr
P~ sorb of P~~ P~riY serxrrit,- held by Lender from Borrower y b comply with any outer applicable provisions of the Unibnn Commercial
Code; (~ b pursue any other remedy within Lender's power; ar (g) b commit any ad y omfsslon of any' kind, ar at arty time, with respect to any
matter whetsoevrir.
Guaranty also waives arty and ail rights or defenses arising by reason of (a) any bne ecflon" or anti-defkaency" law y any, other law which may'
prevent Lenderfrom bringing any action, irtduding a claim tar defldertCy, against Guaranty, before or after Lender's axnmertcertient ycompbtion of
any foreclosure adlon, eflher judkaelly y by erasrcise of a power of sale: (b) any election of remedies by I~ender'which destroys. ar otherwise adversely
affsds Guarantors subrogation right ar Guarentors rights b proceed against Borrower far reimbursement, including without lintittion, any loss at
right Guaranty may suffer by reason of any law tirrdtirtg, quatifylrtg, y discharging the indebtedness; (c) any disability ar other defense of Borrower, of
any other guaranty, y of any oilier person, ar by reason of the cessation of Borrower's tiabiilty from any cause whatsoever, outer than payment in full
in legal tender, oYthe Indebtedness; (d) any righCb claim discharge of the Indebtedness on the bests of unjustifled impairment of arty Collateral fy the
lndebtedrtess: (®) any statute of timitaflorrs, lint any time any action ar suit brought by Lender against Guarantor b comniertced there b outstanding
Indebtedness of Borrower to Lender which b not barred. by any applicable statute of limitations; y (f) any defenses ghren b guarantors at law y in
equity other than actual payment and performance ~ the Indebtedness. M payment is made by Borrower, whether vdunterity ar otherwise, or by any
thkd party, on the Indebtedness and ttrereafbr Lender is farr~d b remit the amount of that payment b Borrower's trustee in bankruptcy y to any
similar person under any federal ar state bankruptcy law ar law for tfie reilef of debtors, the Mdebtedn~s shell be rroas(dered unpaid fy the purpose of
enforcement of this Guaranty.
Guarantor further waives and agrees not b assert y claim at any time any dedudlons b the amount guaranteed under this Guaranty far arty claim of
setoff, counterCbim, counter demand, recoupment ar similar right, whether such claim, demand or right may be asserted by the Borrower, the .
Guaranty, or both. .
GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guaranty warrants end egress that each of the waivers set forth above t made
.with Guarantors full knowledge of its signif(cartce and cottsequenoes and that. under-the droumstances,•theveaivers are reasonable and not contrary to
publib policy ar law, If any such. waiver is determined to be contrary to any applkstbia law.ar public policy, such wehrer shag be sftecflve only to the
ardent perrrritbd by law ar public policcy.
LENDER'S RIGHT OF SETOFF. In addition b ail liens upon and right of setoff against the moneys, securities or other properly of Guarantor given to
Lender by law, Lender shall have, with respect b Guarantor's obligations to Lender under tills Guarenty end b the extent permitted by law, a
contractual security ktterest In.and a right of setoft•against, and Guarantar hereby assigns, conveys, delivers, pledges. and transfers b Lender ail of
Guarantors right, title and interest In and t0. all deposits, moneys, securities and outer property of Guaranty now ar hereafter in the possession of or
on deposit with Lendar, whether held to a general y special account ar deposti, whether held joktty with someone else, or whether held for
safekeeping ar •otherwise, eooduding however ail IRA, Keogh, .and trust accounts. Every such securtiy interest-and rigtd of setoff rosy be exercised
without demand upon y notice to Guarantar. No security interest or right of setoff shalt be deemed b have been waived by any ad y conduct on the •
part of Lender ar by any neglect b eicendse suah.right of setoff ar to enfarce such security interest y by any delay in so ddng. Every right of setoff and
security interest shati corrHnue in tali force and effect until such. right of setoff or security interest Is spedficatiy waived ar released by an instrument in
writing executed by Lender.
SUBORDINATION OF BORROWER'S D®TS TO GUARANTOR. Guaranty agrees that the Indebtedness of Borrower to Lender, whether now
existing ar hereafter creafed, shall be prior b arty claim that Guarantor may now have or hereafter acquke agairrat Borrower, whether ar riot Borrower
becomes insolvent.. Guarantor hereby expressly subordinates any claim Guaranty may have against Borrower, upon any account whatoever, to any
claim that Lender may now ar her~ffer have against Borrower.. In the event of Insdvency and consequent liquidation of the asset of Borrower, =
through bankauptcy, by an assignment for the benefit of creditors, by voluntary liquidation, or otherwise, the assets of Borrower appMcabb to the ~•
payment of the Balms of both Lender and Guarantor shall be paid to Lender and shall be first applied by Lender to the Indebtedness of Borrower to >as
Lender. Guarantor does hereby assign to Lender ail cbims which it may have or acquire against Borrower ar against any assignee y trustee in :~'
bankruptcy of Borrower, provided however, that such assignment shall be effective only fy the purpose d assuring b Lender. fug payment in I al
tender of the Indebtedness. If Lender so requests, any notes y Credfl agreement now ar hereafter evidencing any debts y obitgations of Borrower to
Guarantor shall be marked with a legend chat the same are subject to this Guaranty and shall be deilvs3red b Lender. Guaranty agrees, and Lender
hereby is authorized, in the Hems of Guaranty, from time io time to execute and file flnandng 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.
MISCELLANEOUS PROVISIONS. The bllow(ng miscellaneous provisions are a part of tills Guaraudy:
Amendments: This Guaranty, together with arty Related Document, constitutes the entire understandng and agreement of the parties as b the
matters set forth in this Guaranty. No alteration of or amendment to this Guaranty shat( be effectve unless given lh writing and signed by the party
or pertlea sought to be charged or bound by the alteration or amendment.
Applicable Law. This Guaranty has been delivered to lender and accepted. by Lender in the. Commomvealth Of Pennsylvania. if there is a
Iawsuft, Guarantor agrees upon Lenders ~ •t~rest to submit to the jurisdiction of the courts of D ~rt County, Commonwealth of Pennsylvania.
~T-06-1998 ~ COMMERCIAL GUARANT~•
Loan No 8877000554 - {Continued) ~ Page
Lender end Guarantor hereby waive the right to arty Ivry trlal.in any acfion, prooee~ng, or counierctetm brought by edher Lender or Guarento.
against the other. This Guerenty shat be 9ovemed by and construed in accordance wdh the laws of the Comrhor>w-ealth of Penrayhrania.
Attorneys' Fees; 0rpsnsss. Guarantar~agrees b pay upon demand ad of Lender's c~sis and expenses, 7rrdudlrq attomsys' fees end Lendersr
• legal expenses, incurred in connection wRh the enforcement of this Guaranty. Lender may pay someone alas b help enfonre this Guaranty, anc
Guarantor affect pay the costs and expanses of such enforcement. Costs and expenses inducts Lender's attorneys' fees and legal expense.
wtrether or not tfrere is a lawsuit, including attbmeys' fees and le~l expenses for bantauptoy proceedrrgs (acrd Including efforts b modity o
vacate. any automatic stay or in)uncdon), appeals, end any arrtldpated post~udgment collection services. Guarantor' also shag pay ad rburt cask
and such addftionai'fees as may be directed by the' court. '
Notices. Alt notices regtared b be given by either party b ~e ether under this Guaranty ahaN be to wrding, may be sent by taiefacgimde (uhtesr
otherwise•required by Isw), end, eoccept~for revocation. notir~s by Guarantor, shad be eMeodve when actually dedvered or' wtron deposited wfth F
nationally recognized oversight courier, or when deposNed in the United States mad, first class postage Prepaid, addressed to the party b whoa
the notice is b be ghrerr at the address shown above or b such other addresses as edher Party may designate to the ottrer in wrding. AI
revocation notices by Guarantor shad be Im wrtiing and. shell.be effective only upon dedvery b Lender as provided above to the section titles
'DURATION OF GUARANTY." If there is more than one Guarantor, notice b arty Guarantor wld oorratltute notice to eA Guarantors. For •noflce
purposes, Guarantor agrees b keep Lender informed at all 8nres of Guarantor's current address.
Interprotation. In ad cases where theme is more than one Borrower or Guarantor, then ad words used in this Guaranty in the singular shall be
deemed b have been used in the plural whero the context and construction so requke; and where ttrere is more than one Bortawer named in thi:
Guaranty or when this Guaranty 1s executed by more than one Guarantor, the words "Bortawer" and "Guarerrtar"~respedlvaly shalt mean ad anc
any. one or more of them. The words "Guarentor," "Borrowec,• and "I.ender• include the heirs, suodessorc, assigns,, and trarrsfarees of .each o•.
them. 'Caption treadings in this Guaranty are for comrenience purposes only and are not to be used b Interpret or define the provisions d thi:
Guaranty: 1}'a court of competent)urisdiction finds any provision of this Guaranty b be lrn-aiid or unerrforcx~aeble as b arty person or dreumstance
• such finding shah not render that provision invadd or unenforceable.as to arty other persons or circumstances. and aN provisions .this Gusranq
In ad other respects shall remain vafid and enforceable. If any one or more of Harrower or Guararrbr are corporetions or pertrrerstrJps, It is no`
necessary far Lender b inquhe Into the powers of Borrower or Guarantor or ofthe officers, directors, Partners. or agents adirp or purporting b ac+
on their behalf, and any Indebtedness made or created in reliance upon the profa~sed exerdse of such powers shag be guaranteed under thi;
Guaranty.
Welvsr. fender shad not be deemed b have waived any rigtrts under ttris Guaranty unless such waiver is given in writing and signed by Lender.
No delay or omisston on the part of Lender In eoaerdsing any right shall operate as a waiver of such right or arty other rtghL A waiver by lender o;
e P~1~ ~ tttis Guaranty sheG n~ Pref udice or constikrte a waiver' of Lender's right otherwise b 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, shad constitute e
waiver of any of Lender's rights or of arty of Guarantor's obligations as b arry.future irensactions. Whenever the consent of Lender >s requirec
under this Guerenty, the granting ~ such consent by Lender in any instance shall rtot constitute continuing cor»ent to subsequent instances
where such consent is required and in all cases such consent may be granted or'wtihheld In the sole discretion of Lender.
CONFESSION OF JWGtidENT. GUARANTOR HEREBY IRREVOCABLY AUTHORIZES AND EMPOWER3..ANY..A=TDf3t~Y. OR THE
PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR t1SEWHERE. TO APPEAR AT ANY TIME FOR
GUARANTOR AFTER A DEFAULT UNDER THIS GUARANTY, AND WfTH OR WITHOUT COMPLAINT FILED, AS OF ANY TERM, CONFESS OF.
ENTER JUDGMENT AGAINST GUARANTOR FOR THE ENTIRE PRINCIPAL BALANCE OF THiS GUARANTY, ALL ACCRUED INTEREST, LATF
CHARGES, AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THE
INDEBTEDNESS TOGETHER WITH INTEREST ON SUCH AMOUNTS, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF
TEN•PERCEIYT (10%) OF TtiE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN
FtVE HUNDRED DOLLARS (~) 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 AFFlDAVIT SHALL BE SUFFlCIENT 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 UNitL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS
GUARANTY. GUARANTOR HEREBY WAIVES ANY RIGHT GUARANTOR MAY HAVE TO NOTICE OR TO A HEARING ITV CONNECTION WITH ANY
SUCH CONFESSION OF JUDGMENT, 'EXCEPT ANY NOTICE AND/OR HEARING REQUIRED UNOt~i APPLICABLE. LAW. WITH RESPECT TC
EXECUTION OF THE 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. THE
LIEN ARISING FROM ANY JUDGMENT CONFESSED OR ENTERED PURSUANT TO THE FOREGOING AUTHORITY SHALL'NOT.EXTEND TO ANY
OF GUARANTOR'S RESIDENTIAL REAL PROPERTY AS THAT TERM IS DEFINED IN THE PENNSYLVANIA ACT OF JANUARY 30, 1974 (PA. LAWb '
13, N0.6), REFERRED TO AS THE LOAN INTEREST AND PROTECTION LAW, AS AMENDED, AND THE HOLDER OF ANY JUDGMENT CONFESSED
OR ENTERED PURSUANT TO THE FORGOING AUTHORITY SHALL NOT, IN ENFORCEMENT OF ANY SUCH JUDGMENT, EXECUTE, LEW OR
OTHERWISE PROCEED AGAINST ANY SUCH RESIDENTIAL REAL PROPERTY; PROVIDED, HOWEVER, THAT THE LIEN OF SUCH JUDGMENT-
SHALL EXPEND TO SUCH RESIDENTIAL REAL PROPERTY AND THAT THE HOLDER THEREOF.SHALL BE PERMITTED TO EXECUTE, LEVY OR
' PROCEED AGAINST SUCH RESIDENTIAL REAL PROPERTY FROM AND AFTER THE ENTRY OF A JUDGMENT AS CONTEMPLATED BY SECi10h
407 OF SUCH LOAN INTEREST AND PROTECTION LAW AND RULES 2981 TO 2986 OF THE PENNSYLVANIA RULES OF CIVIL. PROCEDURE, OR
SUCCESSOR OR SIMILAR STATUTES AND RULES. NO LIMITATION OF LIEN OR ANY EXECU710N, LEVY OR OTHER ENFORCEMENT
CONTAINED IN THE IMMEDIATELY PRECEDING SENTENCE SHALL APPLY WITH RESPECT TO ANY JUDGMENT OBTAINED OTHER THAN BY THE
FOREGOING AUTHORITY TO CONFESS OR ENTER JUDGMENT.
EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS QUAFtAN'('Y ANTS ~CGREES TO tT5
TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S D(ECtJTlON ANC
DELIVERY OF TtiiS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINf~ INITIL TERMINATED IN THE MANNER SET' FORT}i
IN THE SECTION TITLED "DURATION OF GUARANTY." NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY "
EFFECTIVE. THIS GUARANTY IS DATED NOVEMBER 6,1998.
THIS GUARANTY HAS BEEN SIGNED AND SEALED BY TFIE UNDERSIGNED.
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IN THE COURT OF COMMON PLEAS
OF CUMBERLAND COUNTY, PENNSYLVANIA
SOVEREIGN BANK, successor in interest by merger
to Waypoint Bank, formerly known as Harris Savings
Bank
Plaintiff
vs.
PHILIP J. JOHANSEN
Defendant
Case No. Q~`j _ g`c~'
Confession of Judgment
CERTIFICATION OF PARTIES' ADDRESSES
I hereby certify that, according to Plaintiff s records, Defendant's last known
addresses is as follows:
Philip Johansen
108 Beverly Road
Camp Hill, PA 17011
2. I hereby certify that Plaintiff s address is as follows:
Sovereign Bank
Attention: John Giangrossi
619 Alexander Road, Second Floor
Princeton, NJ 08540
SOVEREIGN BANK, successor in interest by merger to
Waypoint Bank, formerly known as Harris Savings Bank.
By:
Jo iangro i, As istant Vice President
Sworn and subscribed to
before me this day of
e„j , 2007
N TAR~~j~~p~~
N9TABY PUBLIC OF NEVVJEBSEIf
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IN THE COURT OF COMMON PLEAS
OF CUMBERLAND COUNTY, PENNSYLVANIA
SOVEREIGN BANK, successor in interest by merger
to Waypoint Bank, formerly known as Harris Savings
Bank
vs.
PHILIP J. JOHANSEN
Plaintiff
Defendant
Case No. (~'`Z --~'~~/ C ~ ~ ~l,
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Confession of Judgment
AFFIDAVIT OF NON-MILITARY SERVICE
I hereby certify that, to the best of my knowledge, information and belief, Defendant is
not in the military service.
Sworn and subscribed to
before me this
day of ~ , 2007
N TARY PUBLIC
KATHLEEN COLLINS
NOTARY PUBLIC OF t~~9
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SOVEREIGN BANK, successor in interest by merger to
Waypoint Bank, formerly known as Harris Savings Bank.
By: .._
J Gian ossi, ssistant Vice President
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IN THE COURT OF COMMON PLEAS
OF CUMBERLAND COUNTY, PENNSYLVANIA
SOVEREIGN BANK, successor in interest by merger
to Waypoint Bank, formerly known as Harris Savings
Bank
Plaintiff
vs.
PHILIP J. JOHANSEN
Defendant
Case No. Q'~' ....~ `( f
Confession of Judgment
AFFIDAVIT OF NON-CONSUMER PURPOSE
I hereby certify that, to the best of my knowledge, information and belief, the loan
evidenced by the Promissory Note and the Business Loan Agreement attached to Plaintiff s
Complaint was not made for consumer purposes.
~«~
L g/L.
SOVEREIGN BANK, successor in interest by merger to
Waypoint Bank, formerly known as Harris Savings Bank.
Jo iangro ', ssistant Vice President
Sworn and subscribed to
before me this ~~' day of
~~b ,~.,, , 2007
N TAR~~OLLINS
NQiARY PUBLIC OF N J~
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IN THE COURT OF COMMON PLEAS
OF CUMBERLAND COUNTY, PENNSYLVANIA
SOVEREIGN BANK, successor in interest by merger )
to Waypoint Bank, formerly known as Harris Savings )
Bank )
Plaintiff )
vs. )
PHILIP J. JOHANSEN, )
Defendant )
Case No. O~! -~~(.~ l: Ct~~
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Confession of Judgment
NOTICE TO DEFENDANT PURSUANT TO 42 Pa.C.S. & 2737.1
To: Philip J. Johansen
108 Beverly Road
Camp Hill, PA 17011
NOTICE IS HEREBY GIVEN THAT JUDGMENT IN THE ABOVE-CAPTIONED
MATTER HAS BEEN ENTERED AGAINST YOU. THE FOLLOWING IS THE
PROCEDURE YOU MUST FOLLOW IN ORDER TO STRIKE THE JUDGMENT AND/OR
SEEK TO HAVE THE JUDGMENT OPENED. PLEASE BE FURTHER ADVISED THAT
YOU ARE ENTITLED TO COSTS AND REASONABLE ATTORNEY'S FEES AS
DETERMINED BY THE COURT IF YOU HAVE BEEN INCORRECTLY IDENTIFIED.
You are entitled to file a petition to "strike" or "open" the judgment. In order to do so,
you must promptly file a petition with the Court of Common Pleas of Montgomery County,
Pennsylvania, as required by Rule 2959 of the Pennsylvania Rules of Civil Procedure. You file a
petition by leaving it with the clerk of courts or Prothonotary at the courthouse in Norristown,
Montgomery County, PA.
A petition is a formal statement of your reasons for challenging the judgment. You must
include the names of the parties at the top of the first page and the case number, which is shown
above. The petition must state your reasons for challenging the judgment in separate numbered
paragraphs. You have to sign the petition and include a sworn statement at the end of the
document verifying that the facts you state in the petition are true and accurate. You will waive
any defenses and objections not included in your petition to strike or open. You must therefore
make every effort to raise all possible issues and defenses in your petition to strike or open in
order to avoid waiving any claims.
355473-1
_~
If you elect to file a petition, it must meet the requirements of Rule 2959 of the Rules of
Civil Procedure. A full copy of Rule 2959 is attached to this Notice. You may also have to
comply with local rules of procedure in effect in the county where the judgment was entered.
If you do not file a petition challenging the judgment, the Plaintiff may take steps to
collect on the judgment by asking the Sheriff to seize your assets. Accordingly, you should
immediately seek the advice of attorney. If you wish to discuss the matter with an attorney but
do not know how to find one, you may request a referral by contacting the following agency:
CUMBERLAND COUNTY BAR ASSOCIATION
LAWYER REFERRAL SERVICE
32 S. BEDFORD ST.
CARLISLE, PA 17013
717-249-3166
Corporations maybe unable to represent themselves in court. If the defendants include a
corporation, the corporation must appear through an attorney if it intends to challenge the
judgment.
You may receive other papers and notices regarding the judgment. Those other papers do
not negate or override this Notice. Likewise, this Notice is not intended to and does not negate
any of the notices or information obtained in other papers that maybe served upon you.
We reiterate that you are required to act promptly if you wish to seek relief from the
judgment. Under certain circumstances, you have only 30 days in which to file a petition after
papers are served on you. Even if the 30 day rule does not apply, you must act promptly in order
to protect your interests. Failing to act in a timely manner will render you unable to challenge
the judgment at a later time.
If you were incorrectly identified and the judgment was entered against you in error,
you may be entitled to collect costs and reasonable attorney's fees as determined by the Court.
LAMM RUBENSTONE LESAVOY
BLITZ & DAVID LLC
Zachary J. Coh n, Es uire
Attorney No. 9
7535 Windsor Drive, Suite 200
Allentown, PA 18195
(610) 706-4300
Attorneys for SOVEREIGN BANK, successor in
interest by merger to Waypoint Bank, formerly
known as Harris Savings Bank.
355473-1
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IN THE COURT OF COMMON PLEAS
OF CUMBERLAND COUNTY, PENNSYLVANIA
SOVEREIGN BANK, successor in interest by merger )
to Waypoint Bank, formerly known as Harris Savings )
Bank )
Plaintiff )
vs. )
PHILIP J. JOHANSEN )
Defendant )
Case No. ~7 ^ Q` Y (~ lC.~ L
~~
Confession of Judgment
NOTICE OF FILING JUDGMENT
(X) Notice is given that a judgment by confession in the above capt' ed matter has been
entered against you in the amount of $ <f-T ~.•'~ _Q ~ on ,
20~.
(X) Copies of all documents filed with the Prothonotary/Clerk of Courts in support of the
within judgment is/are enclosed.
P OTHO RY/ ERK OF COURTS
Per:
If you have any questions concerning this judgment, please contact the following person:
Zachary J. Cohen, Esquire
One Windsor Plaza
7535 Windsor Drive, Suite 200
Allentown, PA 18195
(610) 706-4300
(THIS NOTICE IS GIVEN 1N ACCORDANCE WITH PA.R.C.P. 236)
357258-1
IN THE COURT OF COMMON PLEAS
OF CUMBERLAND COUNTY, PENNSYLVANIA
SOVEREIGN BANK, successor in interest by merger
to Waypoint Bank, formerly known as Harris Savings
Bank
Plaintiff
vs.
PHILIP J. JOHANSEN
Defendant
AFFIDAVIT OF SERVICE
COMMONWEALTH OF PENNSYLVANIA )
SS
COUNTY OF CUMBERLAND )
Case No. 07-964
Confession of Judgment
Dennis Huber, being duly sworn according to law, deposes and says that he is an
adult over the age of eighteen (18) years; that he served the items listed below on Philip J.
3ohansen by handing them to Giovana Johansen, mother of Philip J. Johansen and adult in
charge of the residence, at the time being located at 1018 Beverly Road, Camp Hill,
Pennsylvania 17011 on March 25, 2007, at 11:50 a.m.
(a) Warrant of Attorney;
(b) Complaint in Confession of Judgment; and
(c) Notice Under Rule 2958.1.
Deponent further avers that at the time of said service the said Defendant identified
herself to deponent.
. !~
Dennis Huber
SWORN TO AND SLT$~CRIBED
B OI~E E THIS ~ AY OF
2007
Notary Pu is
COMMONWEALTH OF PENNSYLVANIA
Notarial Ssel
Jane M. Beck, Notary Public
North Whitehall Tvap., Lehigh County
~~~~~~~~
Member, Pennsylvania Association of Notaries
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