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HomeMy WebLinkAbout97-05836 't') ~ ~ ~ ~ ~( , , ) / ./ / , , u II .: ' ... . IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CORBSTATES BANK, N.A., Plaintiff CIVIL ACTION - LAW vs. No. 97-5836 MICHAEL T. ?,EBDY and ROBIN C. REEDY, Defendants ANSWER OF CORBSTATES BANK TO DBFENDANTS' PETITION TO STRIKB OFF AND/OR OPEN JUDGMENT CoreStates Bank C"CoreStates"), by and through its undersigned counsel, hereby responds to Defendants' petition To Strike Off and/or Open Judgment as follows: 1. Admitted. 2. Admitted. 3. Admitted. By way of further answer, CoreStates is the successor by merger to Hamilton Bank. 4. Admitted. 5. Admitted. 6. Admitted in part; denied in part. Admitted that both Defendants executed a Guaranty in favor of CoreStates. Denied CoreStates "demanded" Defendants execute the Guaranty. To the contrary, the Defendants offered to execute the Guaranty as a credit enhancement for CoreStates providing the Loan. 7. Admitted. RDO/IO...'OlJ10.14' 1 GROUNDS FOR STRIKING OFF JUDGMENT 8. Denied. Defendants' argument that CoreStates is not the entity with which Defendants entered into the Guaranty is miSleading and disingenuous. Defendants are well aware that CoreStates is the successor organization to Hamilton Bank, have caused numerous payments to be made to CoreStates on account of the Loan, and have, admittedly, had numerous discussions with representatives of CoreStates with regard to the Loan. 9. Admitted. By way of further answer, it was unnecessary to assign the Guaranty because CoreStates is the successor by merger to Hamilton Bank. CoreStates assumed all rights and obligations of Hamilton Bank under the Loan, the Guaranty and other loan documents pursuant to Hamilton Bank's merger into CoreStates. 10. Denied as a legal conclusion. GROUNDS FOR OPENING JUDGMENT First Defense 11. Denied. After reasonable invei,tigation, CoreSLates is without knowledge or information sufficient to form a belief as to the truth of this averment. By way of further answer, the Consent Decree is a document which speaks for itself and has no relevance to this matter. 12. Denied. The Court of Common Pleas of Dauphin County does not have jurisdiction over this matter. To the contrary, the Defendants are residents of Cumberland County. By kDO/SO.../Ol110.14' 2 way of further answer, this action is brought pursuant to the Guaranty, which Defendants admit executing, and the default is based on the failure of the Defendants to perform under the Guaranty, not on any action or inaction of any other person. 13. Denied as a legal conclusion. By way of further answer, CoreStates is pursuing collection of the Loan from the Defendants, residents of Cumberland County, not ~usquehanna Valley Associates. The action concerning Susquehanna Valley Associates in the Court of Commons Pleas of DauphIn County is irrelevant to this matter. Second Defense 14. Denied as a legal conclusion. By way of further answer, CoreStates did not "require" Mrs. Reedy to execute the Guaranty. To the contrary, the Defendants offered to execute the Guaranty as a credit enhancement to CoreStates for making the Loan. 15. Denied as a legal conclusion. 16. Denied as a legal conclusion. Third Defense 17. Admitted. By way of further answer, the Guaranty specifically authorizes CoreStates to collect 15\ of the debt amount as attorneys' fees. 18. Denied. By way of further answer, it is anticipated that CoreStates will incur attorneys' fees in excess of that amount in prosecuting this matter, as Defendants have the ~DO/5Q.../OIJ)O.1.S 3 VERIFICATION I, MARY JEAN NOON, verify that I am an Assistant Vice President of plaintiff, CORESTATES BANK, N.A., and that I am authorized in that capacity to take this Verification on its behalf. I verify that I am familiar with the regularly kept business records of plaintiff, that the facts set forth in the wJ.thin Response to Defendants' Petition to Open and Strike Judgment are true and correct to the best of my knowledge, information and belief, although the language of the Complaint is that of counsel and not of my own. To the extent that the contents of the attached Complaint have been supplied by coupsel, I rely upon coullsel in taking this Verification. I understand that the statements herein are subject to the penalties of 18 Pa. C.S.A. 54904 relating to unsworn falsification to authorities. President o ROO/lo.../alll0.,., IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA r. I , r. ! i . i l ! CORBSTATBS BANK, N.A., PlaintHf CIVIL ACTION - LAW vs. No. 97-5836 MICHAEL T. REEDY and ROBIN C. REEDY, Defendants CERTIFICATE OF SERVICE I, DAVID M. MCCANNEY, certify that a true and correct copy of the foregoing Response to Defendants' petition to Open and Strike Judgment was served upon Defendants' counsel of record by depositing the sam~ in the United States mail, postage prepaid, on November tl 1997, addressed as follows: Andrew H. Cline, Esquire Kirkpatr.ick & Lockhart, LLP Payne - Shoema~er Building 240 North Third Street Harrisburg, Pennsylvania 17101 " ", aoa/IO.../OIIIO.1.' ~ , .. --"'-"~ --. .. ~ -":--- , . . ~ . II ;: r. ~: \. . !i,: :", I ,.;'I~.I,':.~ '~!r~. p '; ...'!~:,~. ;'H ,-,~' F ::tl!L~'.'L'" ,\!l: t\: : I . ": j", :: ~. :. ,\ : i ~ " " , . ~. ". i: ~\~~ K ..tL h_. , .l " , .'. 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H""-'I"" , ~ . 1_" _ _' " ..... . r ~,. -.i'< _ c..t! lS.O'::" . Q)!l' . ,~),.1 2. '20 Ai 11. -".J"J i t. ZUI,:,harq':' F,. -:-t,'Jll1ai 1\ it fl.':., Sht?I1.11 SU.'1l+3 C-'ooI'_I~ il "...f ;"Jl;,scc.lbed ~,~, ~'''~;~ :\:.~ m.... .!!O._=-. " i' ,J 1 () t.t; t ,. ...9] /..: ..~r-YrHh,~~~f~ '4f,_c,- '. ~. . IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY , PENNSYLVANIA CORESTATES BANK. N.A.. Plaintiff CIVIL ACTION - LAW v. No, 97-S836 MICHAEL T, REEDY and ROBIN C. REEDY, CONFESSION OF JUDGMENT Defendants ORDER AND NOW, this L~ day of ~,...... . 1997, on consideration of Defendants' Petition for Change of Venue, and pursuant to Pa.R.C.P. No. 1006. and the Consent Decree entered by the Court of Common Pleas of Dauphin County at No. 4230-S-1993 and No. 5233 Equity. this action is hereby transferred to the Court of Common Pleas of Dauphin County. By the Court. . J 1fA A J=k.. Kev' A. Hess, ], IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY I PENNSYLVANIA CORESTATES BANK, N,A.. Plaintiff CIVIL ACTION. LAW v. No, 97-5836 MICHAEL T. REEDY and ROBIN C. REEDY, CONFESSION OF JUDGMENT Defendants DEFENDANTS' PETITION FOR CHANGE OF VENUE To the Honorable, the Judges of Said Court: The petition of Defendants, represents as follows: Factual Background I, Petitioners are the named Defendants in the above-captioned matter and are more particularly identified in the Complaint in Confession of Judgment ("Complaint"). 2, Respondent is the namtd Plaintiff, in the above-captioned matter and is more particularly identified in the Complaint. 3. On or about April 27. 1992. Hamilton Bank loaned to Susquehal1l1ll Valley Association ("SV A") the principal sum of $202,000 (the "Loan"). 4. SVA was a partnership between Michael T, Reedy and Robert J. Beaudry. Jr.. which had an address and principal place of business at 400 Nationwide Drive, Harrisburg. Dauphin County, Pennsylvania, 5. In connection with the Loan, SVA gave Hamilton a note and a mortgage on the partnership's property at 3600 Old Gettysburg Road. Camp Hill. Cumberland County, PelU1Sylvania. 6. In order to make the Loan, Hamilton Bank demanded that Defendants execute "Guaranty Agreement" with respect to the performance of the Loan obligations set forth in the note and mortgage. A copy of the Guaranty Agreement is attached to the Complaint as Exhibit A. 7, On October 22,1997. CoreStates Bank, N.A.. filed the Complaint alleging a default on the Loan, and. pursuant to Guaranty Agreement. thereupon confessed judgment iu its favor and against Petitioners in the amount of $147.817.54 Basis lor ReUel 8. Since February 29, 1996, SVA and its assets and obligations have been under the exclusive jurisdiction of the Court of Common Pleas of Dauphin County pursuant to a Consent Decree, a true and correct copy of which is attached to Defendants' Petition to Strike Off and/or Open Judgment Entered by Confession as Exhibit A at No. 97-5836. <S.~ pages 13-15 of the Consent Decree). 9. By pursuing Petitioners in this matter, CoreStates is avoiding the jurisdiction of the Court of Common Pleas of Dauphin County, and it is unfairly imposing liability on 2 Pelilioners for the default of an entity whose affairs are within the exclusive jurisdiction of another court. 10, Because SV A's assets and obligations are subject to control by the Court of Common Pleas of Dauphin County, CoreStates should pursue its remedy for default on the Loan in that Court. II. Pa.R.C.P. No. l006(d)(l) provides that "(f]or the convenience of parties and witnesses the court upon petition of any party may transfer an action to the appropriate court of any other county where the action could originally have been brought. " 12, This matter could originally have been brought in Dauphin County. 13. The transfer of this matter to Dauphin County would not prejudice CoreStates, whose regional headquarters are in Harrisburg and whose loan serving unit and legal counsel are in Reading. Pennsylvania. 14. The convenience of parties and witnesses as well as the interest of judiCial economy dictate that this matter be transferred to Dauphin County, where the Court is intimately familiar with the complex circumstances that underlie this matter. 15. Counsel for Petitioners has met with the Honorable Lawrence F. CI9Ik. Jr., who is administering the Consent Decree in Dauphin County. and Judge Clark has agreed that it would be appropriate and desirable to transfer these matters to Dauphin County. 3 WHEREFORE, Petitioners pray that the Court enter an order transferring this case to Dauphin County, tfully submitted. ew H. Cline Pa. Sup. Ct. No. 29020 Kirkpatrick & Lockhart LLP Payne-Shoemaker Building 240 North Third Street Harrisburg, PA 17101-1507 (717) 231-4500 (717) 231-4501 (Fax) Attorney for Petitioners Michael T, Reedy and Robin C. Reedy 4 I, Michael T. Reedy, hereby verify that the foregoing facts are true and correct to the best of my knowledge, information and belief. I understand that this verification is made subject to the penalties of 18 Pa, C.S. S 4904 (relating to unsworn falsifications to authorities). DATE: November 25, 1997 "iC~~a- IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CORESTATES BANK, N,A,. Plaintiff CIVIL ACTION - LAW v. No. 97-5836 MICHAEL T. REEDY and ROBIN C, REEDY, CONFESSION OF JUDGMENT Defendants CERTIFICATE OF SERVICE 'I hereby certify that I have this day served a true and correct copy of Defendants' Petition for Change of Venue as follows: Via First Class Mail: David M. McCanney, Esq. 111 North Sixth Stret:t P. O. Box 679 Reading. PA 19603 KIRKPATRICK & LOCKHART LLP Payne-Shoemaker Building 240 North Third Street Harrisburg, PA 17101-1507 (717) 2314500 (717) 2314501 (Fax) t4.~ Andrew H, Cline Pa, Sup. Ct. No. 29020 Anorney for Petitioners Dated: November 25, 1997 . " . - - ' ~ ......... ""- ... - I --..... -~ .. , . .. IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CORESTATES BANK. N.A., Plaintiff CIVIL ACTION. LAW v. No. 97-5836 MICHAEL T. REEDY and ROBIN C. REEDY, CONFESSION OF JUDGMENT Defendants ORDER OF COURT AND NOW, this I" day of November. 1997, upon consideration of the foregoing petition, IT IS ORDERED: (I) A Rule is issued against respondent, Corestates Bank, N.A.. to show cause why the petition to open and strike judgment entered by confession, should not be granted. service. (3) (4) (5) /I.:J (2) Respondent shall file an answer to the petition within fifteen (15) days of (6) The petition shall be decided under Pa, Rule of Civil Procedure 206.7. J')xC:; r, 6) Any depositions shall be completed within thirty w.'s (3S) days of service. ~ AvI'l."M.l-........ rN-JI I/,v Briefs shall be filed in chambers and argllRlsRt shall b... l...Id un ~ FdV 11:1......- V fk /Jr<s~_.. Go_ J....,;.. Jtl-..r.-l..I/ , at .m. . iu. ('')lIrtrQQm Nn of thp rl1mhPrb~rt CSl:lftty Cvu.d.uwu;:. ~ :r/f#oJ1.I14 Nt zr Iff'!. Notice of entry of this order shall be provided to all parties by petitioner. J. IN THE. COURT OF COMMON PLEAS OF CUMBERLAND COUNTY. PENNSYLVANIA v, No. 97-5836 I !. r~ ~ CORESTATES BANK, N.A" Plaintiff CIVIL ACTION - LAW MICHAEL T, REEDY and ROBIN C, REEDY, CONFESSION OF JUDGMENT Defendants ORDER OF COURT AND NOW, this day of , 1997. on consideration of the Petition to Strike Off and/or Open Judgment Entered by Confession, it is hereby ordered that the judgment is struck off. By the Court, J. IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTV, PENNSVLV ANIA CORESTATES BANK. N.A., Plaintiff CIVIL ACTION - LAW v. No. 97-5836 MICHAEL T. REEDV and ROBIN C. REEDY, CONFESSION OF JUDGMENT Defendants ORDER OF COURT AND NOW,this day of . 1997, on consideration of the Petition to Strike Off and/or Open Judgment Entered by Confession, it is hereby ordered that the judgment is opened and that Petitioners may enter the defenses set forth in their petition. By the Court, J, IN TilE COURT OF COMMON PLEAS 0.' CUMBERLAND COUNTY. PENNSYLVANIA CORESTA'I'ES DANK. N.A., Plaintiff CIVIL ACTION - LAW v. No. 97.5836 MICIIAEL '1', REEDY and RODIN C. REEDY. CONFESSION OF JUDGMENT Defendants 'I " PETITION TO STRIKE OFF AND/OR OPEN JUDGMENT ENTERED BY CONFESSION COME NOW the Petitioners, Michael T. Reedy and Robin C. Reedy. and by their undersigned allorneys pelilion this Court to slrike off and/or open lhe judgment entered by confession, and in support thereof aver as follows: I, Petitioners are the named Defendants in lhis mailer who are more particularly Identined In the Complaint in Confession of Judgment ("Complaint"). 2, Respondent is the named Plaintiff which is more particularly identified in the Complaint, 3. On or about April 27. 1992, Hamilton Bank loaned to Susquehanna Valley Association ("SV A ") the principal sum of $202.000 (the "Loan"). 4. SV A was a partnership between Petitioner Michael T. Reedy and Robert I. Beaudry. Jr. IIA-4VIU,OI S. In connection with the Loan, SVA gave Hamilton a note and a mongage on the pannership's propeny at 3600 Old Gellysburg Road, Camp Hill. Cumberland County. Pennsylvania. 6, In order to make the Loan, Hamilton Bank nevenheless demanded thatl:oth Petitioner Michael T. Reedy and his wife. Petitioner Robin C. Reedy, execute a "Guaranty Agreement" with respect to the performance of the Loan obligations set fonh in the note and mortgage. A copy of the Guaranty Agreement is attached to the Complaint as Exhibit A. 7. On October 22, 1997, Corestates Bank, N.A. filed the Complaint alleging a default on the Loan, and. pursuant to Guaranty Agreement, thereupon confessed judgment in it~ favor and against Petitioners in the amount of $147,817.54 Grounds for Strikinl! Off Judl1IDent 8, Corestates is not the entity that made the Loan to SV A and not the entity with whom Petitioners entered into the Guaranty Agreement. 9. The Complaint alleges that the Guaranty Agreement containing the warrant of allomey to confess judgment has not been assigned. 10. On the face of the Complaint. therefore. this judgment in favor of Corestates Bank is defective and must be struck off. 2 Grounds for Ooenlm! Judl!ment First Defense 11. Since February 29, 1996, SV A and its assets and obligations have been under the exclusive jurisdiction of the Court of Common Pleas of Dauphin County pursuant to a Con.~ent Decree, a true and correct copy of which is attached hereto as Exhibit A, 12. By pursuing Pelitioners in this maller, Corestales is avoiding the jurisdiction of the Court of Common Pleas of Dauphin County, and it is unfairly imposing liability on Petilioners for the default of an entity whose affairs are within the exclusive jurisdiction of another court, 13. Because SV A's assets and obligations are subject to control by the Court of Common Pleas of Dauphin County. Corestates should pursue its remedy for default on the Loan in that Court, Second Defense 14. Hamilton Bank's requirement that Petitioner Robin C. Reedy execute the Guarantee Agreement was a violation Equal Credit OpportUnity ACI. 15 U.S.C. ~ 1691 et seq., and the regulations thereunder, 12 C.F.R, ~ 202.7. 15, Petilloners are entitled to assert the illegality of Hamillon Bank's conduct as a counterclaim, set off, recoupment, and/or affirmative defense. 16. Under the Equal Credit OpportUnity Act. Petitioners are entitled to, and hereby demand, actual damages, punitive damages in the amount of $10,000, and reasonable , " , allomeys' fees. 3 Third Derense 17. The judgmem entered in favor of Coreslates includes allorneys' fees of $18,698.02, represeming 15 percent of the debt. 18. The allorneys' fees are excessive and unreasonable. and should be reduced by the Court. WHEREFORE, Defendants request that the Court strike off the judgment emered by confession or, in the alternative, open the judgment and permit Petitioners to enter a defense. KIRKPATRICK & LOCKHART LLP Payne-Shoemaker Building 240 North Third Street Harrisburg, PA 17101-1507 (717) 231-4500 (717) 231-4501 (Fax) drew H. Cline Pa. Sup. Ct. No. 29020 Allorney for Petitioners Dated: November.i. 1997 i I il , 10- 4 I, Michael T. Reedy, hereby verify that the foregoing facts are true and correct to the best of my knowledge, information and belief, I understand that this verification is made subject to the penalties of 18 Pa, C.S, S 4904 (relating to unsworn falsifications to authorities), DATE: Novdober B. 1!117 Mi"~~~ \~I ExhIbit A ROBERT J. BEAUDRY, JR, ) Plaint.iff ) ) ~, ) ) MILLE~ ORAL SURGERY, INC., ) and MICHAEL T, REEDY, ) Defendants ) IN THE COURT OF COMMON PLEAS OF DAUPHIN COUNTY, PENNSYLVANIA CIVIL ACTION - LAW NO. 4230-S-1993 IN RE: ) ) HILLER ORAL SURGERY, INC. ) ) ) ) ) IN THE COURT OF COMMON PLEAS OF DAUPHIN COUNTY, PENNSYLVANIA CIVIL ACTION - EQUITY NO, 5233 EQUITY CONSENT DECREE And now, this -0- day of I~ , 1996, upon the joint petition of Robert J. Beaudry, Jr., and Hichael,T, Reedy, and upon the stipulation of their respective counsel, we hereby order and decree as follows: I. PRELIHINARY AND GENERAL HATTERS. A, This Court has and shall have exclusive and continuIng jurisdiction over the matters embraced in this Decree, and the parties hereby expressly waive the right to seek a remedy in any other forum, HA1'71461.1 B. Violation of the terms of this Decree shall be treated as contempt of court, and in addition to any other sanction or remedy the Court may impose, the Court may award attorneys fees and costs against the violating party, C. All notices, communicatiolls, etc. required hereunder shall be served on counsel for the parties, the Special Master, and the Court, D. When a period of time prescribed or allowed herein is less than eleven (11) days, intermediate Saturdays, Sundays, and legal holidays shall be excluded in ~he computation, II. WITH REGARD TO TilE RECORDS OF PATIENTS OF HILLER ORAL SURGERY, INC., WE HEREBY ORDER AND DIRECT AS FOLLCMS: A. within fourteen (14) days of the date of this Decree, the Special Master appointed hereinbelow shall send a letter to selected patients treated by Miller Oral Surgery, Inc" within the past two (2) years, notifying them of the disassociation of Drs. Beaudry and Reedy, advising them that they have the exclusive right to choose which doctor will treat them in the future, and asking that they sign an enclosed authorization directing which doctor shall retain their records, The notice shall specifically identify the location at which each of the doctors will practice after the date of the notice, B, The patients' authorizations will be mailed by the patients directly to the special Master, who shall notify each - 2 - doctor of the patients who have chosen each of them (that is, each doctor will get a list of the patients who have chosen him and a copy of their authorizations, and a list of the patients who have chosen the other doctor). The parties shall within five (5) daya deliver the original chart and all original medical records for I ~ , I I ! each patient who has responded to the doctor designated by that patient. Thereafter, neither party will contact, directly, or indirectly, a patient who has designated the other as their doctor by executing and returning the authorization provided for herein, C, The Special Master shall notify, at each Doctor's expense, any patient selected by either Doctor who he has treated within the past seven (7) years that has not been included in the mailing contemplated by subparagraph A hereof, of the disassociation of the doctors and of their continuing practice looations, Miller Oral surgery, Inc., shall provide to the Special " Master, within fourteen (14) days of the date of this order, a list of the patients treated by Dr, Beaudry within the prior seven (7) .... years, Each Doctor will be responsible for the cost of establishing addresses for patients on the list to the extent that this information cannot be retrieved from the corporation's computer database. Such notice shall be accompanied by an authorization, approved by the Special Master, with which any patient may designate either doctor to be that patient's doctor, and retain that patient's medical records, The special Master shall promptly notify the doctors of the patients that have - 3 - responded to the notice, and the parties shall within five (5) days deliver the original chart and all original medical records for such patients to the doctor designated by the patients, D. After the special Master notifies each doctor in accordance with subparagraph B hereof, each doctor will submit a list of the patients that he has treated within the past two (2) years who designated the other doctor to retain their records and of whose records that doctor wants copies. Such a list will be deemed a request to receive photocopies of that patient's records and radiographs and whichever doctor has that patient's records in the possession will photocopy the records and provide them and the radiographs to the other doctor promptly upon receipt of that request, E, Except as provided herein, neither doctor, and no doctor, dentist, employee, agent, or representative of either doctor or of Miller Oral Surgery, Inc., shall make solicitation calls or initiate other contacts with patients of the other doctor (except through newspaper, telephone yellow pages, and other media advertising) for a period of one (1) year after the date of this Decree without the prior consent of the Special Master, F. All patient files that are not transferred as provided above shall remain in the custody of the party currently in possession, and shall be maintained in accordance with state Dental Board regulations; provided, however, that within thirty (30) days of receipt of a written request from a patient or a patient's legal - 4 - guardian if the patient is a minor, an exact copy of the patient's written dental record, along with copies of radiographs, if requested, shall be furnished to the patient or the requesting party. The records shall otherwise be reasonably available to either party on request, No records shall be destroyed or otherwise disposed of without notice to Dr. Reedy and Dr. Beaudry and each of the doctors shall be entitled to retain any of those records they chose. III. WITH REGARD TO THE TELEPHONE OPERATED BY HILLER ORAL SURGERY, INC., WE HEREBY ORDER AND DIRECT AS FOLLCMS: A. All the telephone numbers used by Miller Oral Surgery, Inc" will be "pooled" into one main number so that any party calling any of those numbers will be directed to the "main" number, Those numbers will not be published or advertised after the date of this Decree. B. The "main" number will be answered by a "split referral" system which will offer the caller three options: 1. Contact with Dr, Beaudry or his staff at his West Shore office at )600 old Gettysburg Road in camp Hill, Pennsylvania; or 2. Contact with Dr, Reedy, Dr. Rajchel, Dr, Brothers or their staff at their East Shore office at 400 Nationwide Drive, Harrisburg, Pennsylvania; or 3. If the patient expresses no choice, the system will alternate referrals directing them to each of the physician numbers, - 5 - t " ~ t..: The split referral system will be operated by Bell Atlantic for one year from the date of the Decree, If Bell Atlantic does not offer such a service, the parties will select a commercial company that does and neither party will have any contact directly with that commercial company but will only have contact through the Special Master, C, Each doctor will obtain an entirely new number for his separate office, Dr. Beaudry will on the date of this Decree cease answering telephone c3lls with reference to Miller Oral Surgery and any variant thereof, 0, Dr, Carl Brothers shall determine, in consultation with the special Master, how his calls shall be directed. The Special Master shall arrange a split referral to include instructions as to which off ice a patient should ca 11 if they wish to contact Dr. Brothers. IV. WITH REGARD TO NOTICE AND ADVERTISING REGARDING THE BREAKUP OF DRS. BEAUDRY AND REEDY, WE HEREBY ORDER AND DIRECT AS FO,r.LOWS: A, The parties, by the~r counsel, will prepare a notice to be mailed to all referring dentists and physicians and submit that, together with a list of the prospective recipients, to the Special Master, Once the Special Master has approved the form and content of the notice, it will be promptly mailed to such referring dentists by the Special Master. - 6 - . B, Both parties, by their counsel, will prepare notices to be issued to the public in the form of newspaper advertisements and they will be submitted to the Special Master tor approval, Once approved, they can be run in the newspaper, Those notices will contain the new telephone numbers (required by Paragraph III. C,) \ ~ ti tor each party, C, Each party shall have the opportunity to review, and the Special Master must approve, telephone listings, both white pages and yellow pages, used by the other for the upcoming year. D, Hiller Oral surgery, Inc., and any doctor employed by Hiller Oral Surgery shall not, directly or indirectly, open, or operate, a West Shore office that is within 10 miles of 3600 Old Gettysburg Road, Camp Hill, for a period of one (1) year after the date of this Decree. ! i r I ! E. Dr, Beaudry shall not, directly or indirectly, open, or operate an East Shore office that is within two (2) miles of 400 Nationwide Drive, Harrisburg, for a period of one (1) year after the date of this Decree. v. fiITH REGARD TO THE FINANCIAL RECORDS OF HILLER ORAL SURGERY, INC., AND THE PARTIES, fiE HEREBY ORDER AND DIRECT AS FOLLCMS: A. This item includes (1) all corporate and financial records of Hiller Oral surgery, Susquehanna Valley Associates, and Chesapeake Health Resources, including computer records, bank records, tax records, and the like, as well as all patient billing - 7 - records, comput~r versions and otherwise (but not including attorney-client records relating the litigation among Miller Oral surgery, Inc" Dr, Reedy, and Dr. Beaudry) and (2) all the tax records of Dr, Reedy and Dr, Beaudry and all other records relating to their rendering of oral surgery and related services, B, All of such records for five (5) years prior to the date of this Decree will be deposited with the Special Master who will retain them and control access of those records to either party. It shall be the responsibility of the party with possession, custody, or control of any such record to produce it without further request or direction, and the parties expressly acknowledge and agree that fai lure to provide such records to the Special Master is violation of this Decree and is punishable as contempt of court and as further provided herein, C, Each party and their representatives, including but not limited to, counsel, accountants, and the like, shall have access to these records, under the supervision of the Special Master to the extent reasonable and necessary to implement the terms and obligations of this Decree, It is the intent of this provision, ,and the parties expressly agree, that the records shall be used to imple~ent this Decree and shall not be disseminated or used for any other purpose. - 8 - VI. WITH REGARD TO THE COMPUTER SYSTEM OPERATED BY MILLER ORAL SURGERY, INC., WE HEREBY ORDER AND DIRECT AS FOLUMS: A. Miller Oral surgery, Inc" will pay Vernon Thomas or his company to install compa~able computer systems, at an equivalent cost, at the East Shore and West Shore offices, B, Although the systems will be comparable, they will not be linked and will have entirely separate records and one will not be accessible to the other, C. The new computer system described in subparagraph A at the West Shore office will be transferred to Dr, Beaudry as part of his share of the assets of the corporation and his share will bo credited for the cost of the computer system. VII. WE DIRECT THAT THE FOLUMING INTERIM PAYMENTS BE MADE BY MILLER ORAL SURGERY, INC., TO DR. BEAUDRY: A, Miller Oral Surgery, Inc., will upon entry of this Decree issue payment to Dr. Beaudry in the amount of Thirty Thousand Dollars ($30,000) to defray his initial "start up" costs for malpractice insurance and medical supplies, B. Commencing March 1, 1996, Miller Oral Surgery, Inc" will pay to Dr, Beaudry the sum of Thirty-eight Thousand Five Hundred Dollars ($38,500) per month for a period of three consecutive months, Payments shall be made on the first day of each month, The term of these monthly payments may be extended by this Court upon the recommendation of the Special Master. - 9 - c. Payments made to Dr, Beaudry pursuant to the above two items will be credited against the monies he is due for the transfer of the corporate assets contemplated by this settlement, D. Miller Oral surgery, Inc" shall pay Dr. Beaudry, within fifteen (15) days of this Decree his salary of Twenty Thousand Dollars ($20,000) for the month of January and shall pay within thirty (30) days of this Decree his salary of Twenty Thousand Dollars ($20,000) for the month of February, E. Miller Oral Surgery, Inc" shall immediately pay to Dr, Beaudry, from funds it previously placed in escrow, the net amount Miller Oral Surgery, Inc" calculates to be due under the judgments entered in the proceedings at Docket No. 4230-S-1993. Both parties shall then satisfy any judgments entered at Docket No, 4230-5-1993. The satisfaction of those judgments, however, shall not discharge any remaining claims between the parties which are not already barred by the doctrines of res judicata or collateral estoppel, and shall not discharge any claims either party has as to the amount paid and the calculation of any credits against that amount used to arrive at the funds placed in escrow and delivered pursuant to this paragraph, and all such unbarred claims are reserved in accordance with the other provisions of this Decree. - 10 - WITH REGARD TO BILLING FOR DR. BEAllDRY'S SERVICES RENDERED PRIOR TO THE DATE OF THIS DECREE AND ON BEHALF OF HILLER ORAL SURGERY, INC., WE HEREBY ORDER AND DIRECT AS FOLUMS: A, Each party will conduct a diligent search for all appointment books and sign-in sheets for the West Shore off ice VIII. after June 1, 1995, until the date of this Decree and shall promptly provide copies of those documents to the other party, After Dr. Beaudry has those calendar books and sign-in sheets, he will prepare a list of the patients he treated after June 1, 1995, and provide a copy of that list both to the special Master and to Dr. Reedy. B, Upon receipt of Dr, Beaudry's list of patients, Dr. Reedy will provide to the Special Master, for review and inspection by Dr. BeaUdry, all records not already in Dr. Beaudry's possession, including financial, treatment, and other records, for the patients on Dr, Beaudry'S list, so that Dr, Beaudry can prepare the billing information necessary for those patients to be billed properly, C, Dr, Beaudry will work up and submit yellow sheets and surgical reports to Miller Oral surgery's administrative office within fifteen (15) days of receipt of records described in the previous paragraph, subject to extension of time granted by the Special Master for good cause, D, Miller Oral Surgery, Inc" will provido full information about all services rendered by Dr, Beaudry for which Miller Oral Surgery, Inc" has billed any party, under its name, the name of - 11 - either Drs, Beaudry or Reedy, or any other name since June 1, 1995. That accounting will be provided to Dr. Beaudry within thirty (30) days of the date of this Decree, E, Miller Oral Surgery, Inc" will promptly bill for all work done by Dr, Beaudry which was not previously oilled and will provide copies of those bills and a full accounting to the Special Master of the amounts billed and later collected, F. Within fifteen (15) days of the date of this Decree, Dr, Reedy, Dr, Beaudry alld Dr. Rajchel shall submit to the Special Master a complete list of their treatment-planned patients as of the date of this Decree, The parties shall submit with the list all notes with respect to the treatment plan and any other information necessary to determine the anticipated fees from the treatment plan. G. Within three (3) days of the date of this Decree, Dr. Beaudry will submit to the business office of Miller Oral Surgery, Inc., any checks and cash in his possession, custody, or control that he collected for services rendered to patients of Miller Oral surgery, Inc. H. Dr, Beaudry may at his election retain accounts receivable as of the date of this Decree with respect to any of his patients, and his distributive share of the corporate assets shall be credited for the amount of such accounts. I, All parties will cooperate with the Special Master to implement this provision regarding the billing. - 12 - IX. THB PAR'l'IBS SHALL HAICB THB FOLUMING TRANSFBRS OF ASSB'l'S IHHBDIA'l'BLY: A. Miller Oral Surgery, Inc., Susquehanna Valley Associates, and Dr. Reedy shall immediately transfer to Dr. Beaudry the following assets, which shall be credited against his final distribution hereunder: 1. The exclusive right to use and possession of the West Shore office and any and all rights under any lease for that building or real estate, subject only to payment of rent by Dr, Beaudry in the amount of $3,500 per month commencing March 1, 1996, and continuing until title to the real estate is transferred, 2. All of the contents of the West Shore office, including equipment, supplies, and files, ' 3, Those medical or dental instruments and small items of dental or medical equipment listed on Schedule A, which shall be returned to the West Shore office within five (5) days of the date of this Decree, 4. All medical or dental instruments owned by Miller Oral surgery which are in the Polyclinic Medical Center. 5. An undivided interest in the rights (including the enforcement rights) of ~iller Oral surgery in the Restrictive Covenant contained in the Agreement dated January 1, 1991, between and among Brothers & Hayduk Associates, Carl E, Brothers, Joseph W. Hayduk, and Miller Oral Surgery, B. Each party shall have the right to submit to the Special Master a list of items that are in the possession, custody, or control of the other party and to request the return of such items. - 13 - All such items shall be returned or otherwise accounted for in the final distribution of assets, C. Dr, Beaudry shall immediately and irrevocably endorse in blank and deposit with the Court all of his certificates of stock in Miller Oral Surgery, Inc. The Court will hold those items in escrow pending the conclusion of all actions contemplated by this Decree, D, Dr. Beaudry will immediately tender his unconditional resignation as an officer andlor employee of Miller Oral Surgery, and he will confirm in writing that he is no longer a shareholder of Miller Oral Surgery. In addition, he will within ten (10) days commence arrangements to withdraw or transfer his pension account as promptly as possible in accordance with the pension plan and the law, The special Master will monitor compliance with the arrangements to withdraw or transfer the pension account. , . x. WITH REGARD TO THE LONG TERM DIVISION OF HILLER ORAL SURGERY, INC., AND SUSQUEHANNA VALLEY ASSOCIATES, WE HEREBY ORDER AND DIRECT AS FOLLCMS: A, All of the assets of Miller Oral surgery, Inc., including the name "Miller Oral surgery, Inc.," and any variants of that name used by the corporation, and susquehanna Valley Associates, shall be appraised, Each side shall select the appraiser(s) they choose to use and submit the identity and credentials of that appraiser to the Special Master for approval, - 14 - I B. The Special Master will receive appraisal reports and/or oral testimony from each party's appraiser on the value of all of the assete of Hiller Oral surgery, Inc" including the name Hiller Oral Surgery, Inc, and any variants of that name used by the corporation, and Susquehanna Valley Associates. C. The Special Master will then submit to the Court a formal recommendation on the following items: 1. The value of all of the assets of Miller Oral Surgery, Inc,. and Susquehanna Valley Associates and the amounts of any and all liabilities of Miller Oral Surgery, Inc" and Susquehanna Valley Associates; 2, The proposed distribution of those assets and liabilities to each of the parties; 3. The amount to be pa id by one party to the other to "balance" the distribution of the assets, 4 . Any amount to be reserved pursuant to Paragraph XI.B, 0, Each side will have the right to file exceptions to the Master's report and produce additional testimony and/or argument to the Court in support of those exceptions, - 15 - XI. THB PARTIBS SHALL HAVE THB RIGHT 'l'O RESERVE CERTAIN CLAIHS FOR DB'I'BRHINATION LATER. WITH REGARD 'l'O THOSE CLAIHS, WE HEREBY ORDER AND DIRECT AS FOLLlY;IS: A. Atter an opportunity to review the financial records of Miller Oral surgery, Inc., Dr. Beaudry, Dr, Reedy, Chesapeake Health Resources, and Susquehanna Valley Assocaites, each of the parties will identify any claims they wish to assert against the other party or the corporation, or which they wish to assert against the other party on behalf of the corporation, and submit a list of those claims to the Special Master (the "Reserved Claims"), B, Those claims will be resolved hy the Special Master or by the Court in later proceedings, The Special Master shall recommend to the court as part of his recommendations pursuant to Paragraph X,C. any part of the initial distribution that should be reserved pending determination of the Reserved Claims, C, The Court may resolve these reserved issues by submitting them back to the Special Master, or SUbmitting them to another master selected by the Court, or by conducting hearings itself. - 16 - XII. liE RECOGNIZE THAT THERE ARE RE'HAINING ISSUES, PRESENTLY OUTSIDE THE SCOPE OF THIS LITIGATION AND ORDER AND DIRECT THAT THEY BE DISPOSED OF, IF AT ALL POSSIBLE, IN THE FOLLCAiING WAY: i' A, Ors, Beaudry and Reedy and Miller Oral surgery, Inc, are ~ ~ I I I i I I parties to an action initiated against Dr. Reedy and Miller Oral surgery, Inc., by Kelly Viola, The parties will use their best efforts to negotiate a settlement of that claim, B. Ors, Beaudry and Reedy and Miller oral surgery, Inc" are parties to an action currently pending before the Court of Common Pleas of Cumberland County, Pennsylvania, to Docket No, 5 Equity 1993, The claims raised in that case shall be transferred to this Court and will be resolved in the manner set forth in Paragraph XI of this Decree. C, Ors, Beaudry and Reedy and Miller Oral surgery, Inc" are parties to a dispute about the distribution of funds received from litigation with a former member of Miller Oral surgery, Inc" which funds are being held in escrow by Heath Allen, Esq" or his firm. The parties will use their best efforts to resolve any disputes or questions regarding the distribution of those funds so that they can be distributed to all claimants as promptly as possible, If their efforts are unsuccessful they may refer this matter to the Special Master. O. All other claims between Drs, Beaudry and Reedy, or between either or them and the corporation, will be resolved in the - 17 - manner set forth in Paragraph XI of this order, unless such claims involve third parties not subject to this Decree, E. When the Court enters its final order dividing the assets of Miller Oral Surgery, Inc., and deciding the "Reserved Claims," the~e will be no remaining claims between the parties and they will either exchange written releases or the Court will discharge any claims then existing between the parties; provided, however, that such releases or discharges will not extinguish third party claims against Miller Oral surgery, Inc., Dr, Reedy or Dr, Beaudry or claims among them arising from third-party claims, XIII. WE HEREBY APPOINT JOliN J. FRITZ, JR., CERTIFIED PUBLIC ACCOUNTANT, AS A SPECIAL MASTER TO REPRESENT TillS COURT IN TilE IMPLEMENTATION OF TilE TERMS OF THIS ORDER. WITH REGARD TO illS APPOINTMENT, WE ORDER AND DIRECT AS FOLUMS: A. John J, Fritz, Jr" CPA, is hereby appointed Special Master to implement the above. All parties to these proceedings and all employees of Dr, Beaudry, Dr. Reedy, Miller Oral Surgery, Inc" and Susquehanna Valley Associates, if any, are directed to comply promptly and completely with the instructions of Mr, Fritz, the same as if those instructions came directly from the Court, B. Miller Oral surgery, Inc" shall immediately deposit a retainer with Mr, Fritz in the amount of Ten Thousand Dollars ($10,000) and replenish that retainer on a monthly basis as billed by Mr. Fritz so that there is always at least Ten Thousand Dollars ($10,000) on deposit with his firm. - 18 - C, Except as otherwise provided herein, the fees and expenses incurred by the special Master and his firm, Fritz & Sheridan, P.c., in the implementation of this Decree are the corporate obligations of Miller oral Surgery, Inc" and the special Master is expressly authorized to incur such fees and expenses and to utilize his firm and its rasources to implement this Decree. The fees and expenses shall be evenly split between the parties in I the final distribution, The parties are hereby expressly directed to comply with the terms and provisions of this Decree. We shall amend or modify this Decree as the Court deems necessary from time to time and shall schedule such additional conferences or hearings as the Court or the Special Master deem necessary, " i- f - 19 - SCHEDULE A 1, Calcitek Inplant Kit 2, OCR Sterilizer 3, Video Camera to Computer 4, Shelf and Cabinet from MRI Storage Area 5, Two (2) Autoclave Trays 6. Calculator 7, Three (3) Mayo Trays 1IA1-71517.1 . ' ' IN TIlE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CORESTATES BANK. N.A., Plaintiff CIVIL ACTION. LAW v. No. 97-5836 MICHAEL T. REEDY and ROBIN C. REEDY. CONFESSION OF JUDGMENT Defendants CERTIFICATE OF SERVICE I hereby cenify that I have this day served a true and correct copy of Defendants' Petition to Strike Off and/or Open Judgment Entered by Confession upon the panicipant listed below: Via First Class Mail: David M. McCanney. Esq. 111 North Sixth Street P. O. Box 679 Reading, PA 19603 KIRKPATRICK & LOCKHART LLP Payne-Shoemaker Building 240 Nonh Third Street Harrisburg. PA 17101-1507 (717) 231-4500 (717) 231-4501 (Fax) Dated: November .c.. 1997 Andre"" H. Cline .1 Pa. Sur.; Ct. No. 29020 Attorney for Petitioners ... CORESTATES BANK, N,A., plaintiff IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA vs, CIVIL ACTION . LAW MICHAEL T. REEDY and ROBIN C, REEDY, No. (77- ?of' j (" CwJ. I.t..u-' Defendants CONFESSION OF JUDGMENT COMPLAINT FOR CONFESSION OF JUOGMENT Plaintiff CoreStates Bank, N,A. confesses judgment against defendants Michael T. Reedy and Robin C. Reedy (collectively, the "Defendants"), jointly and severally, in the amount of $147,817.54, plus accruing interest on the unpaid principal balance, plus all costs and expenses incurred by plaintiff in collecting such amount, and any other monies that may become due and payable, as provided for in that certain guaranty agreement, and alleges the following in support thereof: 1. Plaintiff Corestates Bank, N.A. ("CoreStates") is a national banking association with offices located at 600 Penn Street, Reading, Pennsylvania 19603. 2. Defendants Michael T, Reedy and Robin C. Reedy are adult individuals residing at 692 St. John Drive, Camp Hill, Pennsylvania 17011. 3. On or about April 27, 1992, CoreStates loaned to Susquehanna Valley Associates (the "PartnerShip") the principal sum of Two Hundred Two Thousand Dollars ($202,000) (the "Loan"), RDG/.7'01/01.)O.7.~ 1 4. To evidence its obligation to repay the Loan, the Partnership executed and delivered to CoreStates a bond for the Loan, wherein the Partnership promised to pay CoreStates the principal amount of Two Hundred Two Thousand Dollars ($202,000.00) together with interest at the rate set forth therein (the "Note"), A true and correct copy of the Note is attached hereto, marked Exhibit "A," and incorporated herein by reference. 5. The Note provides that interest will accrue on the principal sums advanced at a fixed per annum rate of eight and 90/100ths percent (8.90\). 6. As consideration and inducement for CoreStates to make the Loan to the Partnership, the Defendants executed and delivered their guaranty agreement (the "Guaranty Agreement") whereby the Defendants uncondJ.tionally guaranteed to CoreStates the due performance (including prompt payment) of all of the Partnership's liabilities to CoreStates. A true and correct copy of the Guaranty Agreement is attached hereto, marked Exhibit "B," and incorporated herein by reference. 7. An event of default has occurred under the Note and the Guaranty Agreement due to nonpayment. 8. As of October 15, 1997, the outstanding principal balance of the Note was $124,653.46, together with accrued and unpaid interest in the amount of $4,160.30, and late fees of $305.76, which totals $129,119,52, plus accruing interest at the HUO!41'Ol/011]O.74S 2 fixed per annum rate of eight and 90/100ths percent (8.90\), plus all costs and expenses incur.red by CoreStates in collecting such amount and any other monies that may become due and payable under the Note (collectively, the "Debt"). 9. The Guaranty Agreement contains a warrant of attorney that authorizes CoreStates to appear on behalf of the Defendants at any time and to confess judgment against the Defendants for the entire Debt plus fifteen percent (15\) for attorneys' fees plus costs of suit. 10. Pursuant to the terms of the G~aranty Agreement, the amount due CoreStates as of October 15, 1997 is $147,817.54 itemized as follows: Unpaid principal Accrued, Unpaid Interest Late Charges Attorney's Fees $124,653.46 $ 4,160,30 $ 305,76 $ 18.698.02 Total $147.817.54 Plus accruing interest on the unpaid principal balance after October 1, 1997, plus all costs and expenses incurred by CoreStates in connection with collecting such amount, 11. The Note has not been assigned nor has judgment been entered upon the Note in this or any other jurisdiction. 12. The judgment to be entered herein is not being entered against natural persons in connection with a consumer credit transaction, Roo/47'01/o1~IO.74S 3 WHEREFORE, plaintiff CoreStates Bank, N,A. prays this Court to enter jUdgment, jointly and severally, against the defendants Michael T. Reedy and Robin C, Reedy in the amount of $147,817.54 plus accruing interest after October 15, 1997 on the unpaid principal balance at the per diem rate of $30.82 until judgment is entered and thereafter at the statutory rate of six percent (6,0\) on the entire judgment amount until full payment is made, plus all costs and expenses incurred by CoreStates in collecting such amount, including but not limited to, reasonable attorneys' fees. Dated: October 17, 1997 By David M. Attorney I.D. No. 1965 111 North Sixth Street P.O, Box 679 Reading, Pennsylvania 19603 (610) 478-2000 Attorneys for Plaintiff, CoreStates Bank, N.A. RDO/t110J/01J10,74S 4 I ~ CORESTATES BANK, N,A., Plaintiff IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA vs, CIVIL ACTION - LAW MICHAEL T, REEDY and ROBIN C. REEDY, No, '7'1 ~'jJI. d~..f -r;~_ Defendants : CONFESSION OF JUDGMENT CONFESSION OF JUDGMENT Pursuant to the authority contained in the warrant of attorney contained in the Guaranty Agreement, a true and correct copy of which is attached to the Complaint filed in this ar~ion, I appear for the defendants, Michael T. Reedy and Robin C. Reedy and confess judgment, jointly and severally, in favor of plaintiff, CoreStates Bank, N.A., in the following amounts: Unpaid Principal Accrued, Unpaid Interest Late Charges Attorney's Fees $124,653.46 $ 4,160.30 $ 305,76 S 18.698.02 'l'otal S147.B17~54 Plus accruing interest on the unpaid principal balance at the per diem rate of $30.82 until judgment is entered and thereafter at the statutory rate of six percent (6.0%) on the entire judgment aoo/."OJ/01JJO.1t, 1 amount, plus all costs and expenses incurred by CoreStates Bank, N.A. in connection with collecting ouch amount. Dated: October 17, 1997 ST~EN By Dav d . McCanney, ESqu re Attorney I.D. No. 71965 111 North Sixth Street P.O. Box 679 Reading, Pennsylvania 19603 (610) 478-2000 Attorneys for Defendants RDO/41'O)/01110.1.1 2 CORESTATES BANK, N,A., Plaintiff IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA vs, CIVIL ACTION . LAW MICHAEL T. REEDY and ROBIN C, REEDY, No, Defendants CONFESSION OF JUDGMENT ENTRY OF JUDGMENT AND NOW, this )2- day of October, 1997, judgment is hereby entered in favor of plaintiff, CoreStates Bank, N.A., in the amount of $147,817.54 as of October 15, 1997, plus accruing interest on the unpaid principal balance, plus all costs and expenses incurred by plaintiff in connection with collecting such amount, , ILtlt,.~t _ I"~ aoa/41tOJ/OIJ10 141 VERIFICATION I, Mary Jean Noon, verify that I am an Assistant Vice President of plaintiff, CORESTATES BANK, N.A., and that I am authorized in that capacity to take this Verification on its behalf. I verify that I am familiar with the regularly kept business records of plaintiff, that the facts set forth in the within Complaint are true and correct to the best of my knowledge, information and belief, although the language of the Complaint is that of counsel and not of my own, To the extent that the contents of the attached Complaint have been supplied by counsel, I rely upon counsel in taking this Verification. r. understand that the statements herein are subject to the penalties of 18 Pa. C,S.A. 54904 relating to unsworn falsification to authorities. , President RD0/41tO~/01110 '.1 CORESTATES BANK, N,A" Plaintiff IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA vs, CIVIL ACTION . LAW MICHAEL T, REEDY and ROBIN C. REEDY, No. Defendants CONFESSION OF JUDGMENT AFFIDAVIT OF LAST KNOWN ADDRESS Mary Jean Noon, being duly sworn according to law, deposes and says that she is an Assistant Vice President of plaintiff, CoreStates Bank, N.A., whose address is 600 Penn Street, Reading, Pennsylvania 19603, states that the last known address of defendants is: Michael T. Reedy Robin C. Reedy 692 St. John Drive C_ HUl'~~;9=-~ AS~~~:~~ President Sworn to and subscribed before me this ~hday of October, 1997. Commission expires: nOTARIAL SEAt JAN[~lE l. GltNOYE. No',ry Publ/a " . 1!.lalOR, Herlls County. PA ., t.~~ohhplfes 8.24'98 I I RDO/41'OJ/01210.1t. CORESTATES BANK, N.A., Plaintiff IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYINANIA vs. CIVIL ACTION - LAW MICHAEL T, REEDY and ROBIN C. REEDY, Defendants No, CONFESSION OF JUDGMENT CERTIFICATE OF ADDRESSES The undersigned certifies as follows: 1, The plaintiff's address is: CoreStates Bank, N.A. 600 Penn Street Reading, pennsylvania 19603 2. The defendants' last known address is: Michael T. Reedy Robin C. Reedy 692 St, John Drive Camp Hill, Pennsylvania 17011 DATED: October (t, 1997 RDO/41t03/01JlO.14S CORESTATES BANK, N.A" Plaintiff IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA vs. CIVIL ACTION - LAW MICHAEL T, REEDY and ROBYN C, REEDY, Defendants No. CONFESSION OF JUDGMENT AFFIDAVIT PURSUANT TO PENNSYLVANIA RULE OF CIVIL PROCEDURE 2951 Mary Jean Noon, being duly sworn according to law, deposes and says that she is an Assistant Vice President of plaintiff, CoreStates Bank, N.A., and that this confession of judgment is not being entered against a natural person in connection with a consumer credit transaction. Sworn to and subscribed before n ice President me this ~ day of October, 1997. go,uJk i ~ '- Notary Pub! ic NOTARIAL SEAL JANEW L lllJlum, N"'" ""lie R..d.... 110... Coumy, PA Nt Comntllllon uP"" 8. 24 . 98 RDO/41'02/01210.14S . ' CORESTATES BANK, N,A., Plaintiff IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA vs, CIVIL ACTION . LAW MICHAEL T. REEDY and ROBIN C, REEDY, Defendants No. CONFESSION OF JUDGMENT AFFIDAVIT OF WARRANT MARY JEAN NOON, being duly sworn according to law, deposes and says that she is an Assistant Vice President of CoreStates Bank, plaintiff herein, and that the warrant of attorney contained in the copy of the Guaranty Agreement attached hereto is a true and correct copy of the original. Q~ Sworn to and subscribed before me this / )~~ day of October, 1997, ~o,~ ~ ~~!- tary Public , NOTARIAL Sf:AL ; : JA~!Wi l. Clf~ll'\'!, ~ot.ry 1'1011I.. /' i ~"d"" IlorQ Coonly, PA '- Mt COmm....,~q UP.flt 8.24. Q8 I -- ROO/tl'03/01JJO,1.' 7, ACCELERATION OF LIABILITIES .Uany ona oltho Principal Deblor'. Liabilities to Bank ar. not duly parlor mad, including th' prompt payment when due a. any amount payable the1eon. alllhe Principal Oeblar's LiabilillB510 Bank shall, at Bank's option, be deemed to be Immediately due and pl-vable for the purpose a' thiS Guaranty an,j theliabllltv of Ihe Undersigned hereunder. Furthermore. th. Bank shall have an Immediate rlghl a. 581.011 against allllablll1les 10 any of the Undl!trSlgned including the right of set-olf against any end Iii deposit accounts. which IIghl of set.off shall be In addition to and nolln derogallon of any fight of set.ollthe Bank may athetwlttt have by reason of law or agreement. As secunt.,. for this Guaranty and all liabilitieS 01 the Undersigned 10 lhe Bank. the Bank IS hereby given an granted a lien on and a security Interest in all properlY of each of the Undersigned. now or hereaher In the B3nk's possession or secured 1< the Bank pursuant to a secuflty agreement or mOfloage; including, bUl nOllimlted to, any balance or IntereSl in any depOSit HUSt. or agene' account; and the Bank shall haye all fights 10 such property as 11 has by any agreemenl or by law. 8. CONFESSION OF JUOGMENT. The Undersigned hereby irrevocably authorlleS the Prothonotary or any aHorney of any court 0' record In Pennsylvania or elSBwhere to appear and confess judgmenl against the Undersigned, (and each of them, joinlly or severally, I' more than one) for the amount for which may become liable to Bank under thIS Guaranty, with or wllhout defaull. together with fees 01 counsel in the amount of hhesn percenl(15%)of the foregolOg and cost5 01 suit. (but nolless (han $100). releasing all Irrors and waiving a" tights of appeal. If a copy of thiS Guaranty. verified by affidavit, shall have been filed In such proceedtnQ. It shall nol be neconary to file Ih Original IS a WIrrant of al1orney. The Undersigned hereby waive the right loany Slay 01 e.scutlon and the benefll of all exemption laws no~' or hereafter in effecl The Undersigned hereby expressly authorize immediate execution under any judgmenl enlSred pursusnl to It'll" power to confess ludQrT.6nt without any prior judicial review of the judgment any right or requirement for judicial review being hereb wal\led. No single exerCise of thiS warrant and power 10 confess judgmenl shall be deemed 10 Ixhaustthis power, whether or not any sue exercise shall be held ~y any court to be invalid. voidable or VOid. but thiS power shall continue undiminished and may be exerCised from urn. (0 lime as often as Ihe Bank shall elect until all sums payable or that may become payable by tht! UnderSigned have been paid in full. 9, NO SUBROGATION. So long as the PrinCipal Debtor's Liabilities to Bank have not been paid in full. no paymenl b( tht Undersigned pursuant to the prOVisions hereof shall enutle the Unaersigned by subrogation 10 the rights ollhe Bank or olherwise, to an' payment by the Pflncfpal Debtor or out 01 Ihe property 01 the Principal Debtor. 10. OTHER GUARANTIES. A subsequent guaranty by the Undersigned or any other guarantor of theP..... 'lcipal Debtor's Liabilities 1e Bank shall nOl be deemed 10 be in lieu of or to supersede or terminate this guaranty but shall be conslrued as an .;;,jditional Of supplementarv guaranty unless olherwlse expressly provided therein; and in the event the Undersigned or any other guarantor has given to Bank a previo~: guaranty or guarantIes. the guaraOlY shall be construed to be an additional or supplementary guaranty. and nol 10 be In lieu thereof or to terminate such previoes guaranty or guaranties unless expressly 50 provided herein. 11, SECURITY. ThiS Guaranty i. ..cured by 12. On an annual basis the Undersigned will provide to the Bank a personal financial statement and co"y of their federal income tax return. 13. \GX MISCEllANEOUS. The Bank shall have no duty or obligation 10 the UnderSigned or any other party to perfect any lien or security IOterest of the Bank In any collateral securing 'hiS Guaranty or securing any of Ihe PrinCipal Deblor's Liabilllles to Bank. The Bank shall nOl be required to marShall any collateral for lhis Guaranty or lor any of the Principal Deblo,'s llabilllies to Bank or guarantees or 10 resort to thE same in any particular order. It \he UnderSigned consists of more than one person. such persons shall be Joinlly and severally liabl' hereunder. This Guaranty shall inure to the benefit at Bank. its successors. assigns, endort',ees. and any person or persons. including ar' banking insttlulion or institutions, to whom Bank may grant any inlerest in the Principal Debtor's Liabilities 10 Bank or any of them, and sh: be binding upon the UnderSigned and the UnderSigned's executors. administrators. successors, asSigns and other legal repreSBntaUvf Any failure of the Bank to exercise any righl hereunder shall not be construed as I waiver of the right to exercise the same or any right at a" other time. The Undersigned intends Ihls to be a sealed Instrumenl and to be legally bound hereby. ,'\11 issues anslng hereunder shall . governed hy the law of Pennsylvania. ,19 (h N..me 01 COIPoI.llon/P.rlnet,rup/PtOptl.lor,htp (SE N..me (SEI By: N..me .nd Ttlle N..m. (SE' By: (SEAL) N..m. and T,tl. N..m. (SEALI By (SE~' N..m. "nd Tille "'..me , --, I - ,... , ~ - -..' '--~--:-- ~ "".;,- Exhibit B , '~ I~ r (~ .. BOND IOIOW All /olIH 11 IHUI 'luvnJ. .... SUSQ1mWllIA VALLn ASSOCUTU ....... ,.,."... Ie .. OWl..... ...,"" Mun4 "nt. HAMILTON IAN'- . ........ _......,... hevlne III ~lnd,.1 .NIce I. 10__ CII)', 1<1_ c.....,. '_L ..ole ....... ,.,...,.4 ..., OWl.... In th, "lnd~l.v"," Two BwDlllr.. 1W no"..U ... 00/100 ,IZOI,OOO.OO 1-... Jowl_I....., .,... Un!..........., --. .. lie I"!'" ..... ..... 0l0II0.. ., ."" ., Ito ....L lla,.."" HI" My of AloIll In ... ,.., of _ lonI .... _.."" nlH 10."4"" ."" DiD.., cvv (U,u THI COHOIT1CltI or THIS IOHD IS SUCH. lhet H 0I0IIe0r ..... ,.., ..- Olollt.. ... .1etooeW princlpe' ..... of 1'10 1.04..4 1\10 n.oue.DlI _ 00/100 CIZOI ,000. 00 I _n sa son ~_ AnACIIII IDITO AID IWlI A 'AU auor . ',' r .' . . "l.",- ...'. , ~ If . ....... '..... ...... ~, ~. ~ AND AlSO ..... _ _poly. willi _.... ., ... .... of _ powoWod lot ....... ~ In .. _ _ _ ... C'''I ,., -. en, ......._ _ .., ... ... ~ 0l0IIt0e In ,.,...., ", ..... ...., . .... ...... IN"... ...... ........ ., ,.,.an. .. II4llI A~ --. AND AUO ..... Iollh'_Uy ....,.,.. 01 ,he __.M. .._ .... ..~I...... _ ........ heroin, .. In ... MoItto-.. .. .... ...,. ........... 4odl.... .. -"7 lot Ihl. 1Iend, ...... ... IIend .. ... ...... oI!.otwI.. .. ... ..4 ..-1. In fuU '- ."" _ II' DlPAUlT ..... __ I. .., ,.,..ntlol .. ._.... for ... _ ., ._ CUI...,. ."., the __ ftIhoII foil ~~ Of' In tM ..~MI ., .", ef .. .......... .:t:;4- ., ......... ......... I" ... IoftlII ... In taW Mo.I.~I.t. theft ................. .,.... _ ..... _ _ -""" ......... 01 .... _ .....,_ ........ __ _ ioII .... .._ We ~ OW.... he.......... .. Ill............ _ .. ... .,..... .. OW... eM _ _ .. W.... ........ 4... ."" ,.,.w. _10....,. ~ ....... .. ... _ .....,. .............."', ..... ,..,....'" .. .... ..... .., 1M............ ..t_.b....ln wheI.., In ,... .. ..., _ ~ _ ., _ -"'" ..., ..- .. 01ol.... en 4opooIt wIIh 0Wfe0e .. ~ ... ....., ., ~ en ..... ...." .... .... __.,..__ _ _...,.... .. ,..- -'Y ., OW_ .. ....... .MObIItoe ,.." .1.. _ .. - .. ... eM - ..r:.... In .n.llIICtten theNWlth, ....,... wUh en O"omey"l ..w\. _11 . 1 ,... ........ ., A.. (SIi ,., _ of...., .........,_ ~ ,".. _ .... the. .... _ ., 1100.00. _ fvnhet atay. .... with . fvI ...... .f .,.,.,.., _'" .w. ..,.... .. ___ .. ... ...".". ..... .........",,'.... ...., ...... ----- ow.. c.,.. ..... ., ..... II ,..,. thon ON' he,.", I,,...,..W, ~.~ ,,,- ,,....... ...., ., ..., .,..,...., .. .", ..", .f .....,.. In ""N)'60~ ., _wheN" ......' f. .MI ."" ... iw4e-" -"'" .... Ollllew (.... _ of ....... ""..I, .... --"Y. II __ Iha. _I ,.,. .nr eM .M ....... "",", en !hI. aon.I, lndwdl", lnl.... .. ... of ,.,....ftI. ........, with .......,.... 1ft.... OmMInt of 111IM.. ""'1'1' (IJ'4) .f the ,.,...... .,., .... ., wll. ,........ ... .,....... ..... .....,,1"1 .u ,.pm ef ~. I' . .,., ., dUt ...... ..,1..... "y .HWevlt. ...... """" _ _ .. _ "-1... b oM' ... ... ~ .. No .... ....1... .. . -,. ..... ., ...."..,. OW.. (."., ... ef them. If INt. Ihan 'M) ...,.~ ..tv, .... rtth. .. on, IMy ., .....,... aMI ... .,.,.11I ., oU .........&on laWl ..... ., hetwftw 1ft .Hect. No llne'- ...... '" thll.."... eftlI1,...,....-... ..,..."..". Nil ... ~ .. ~ ..". ......'. ........., _ ... ..., .,. .....rd.. thai ... heW It., an, ..,rt to be InYOnel. voWel"&' ., ...w, Itut ..._~ aMI ....._ IIM""I"...... .ntI ...., be ...rdM4 It.... time .. IUne .1 ....n .. .... 0WItee ... ..... "",II .. tuIN M hereuftd., ....U M... ...." ~... In ~L n.. .... "ClWeM" ....... oM" ... __ .... _ .. 1MIv4. - ..... .NIt.. <II 0WIp0, .... .. .... "01oIleo<" h_. oM" ... -... .... ......... .. ....... 1M ,1't1~ n hefft. ........... .-..anl...... ...-...... aM .....,. ...~ 0,,4 ... .. .... It -... ... potty nomoM hw.ln.. on O~. the..... ~ -'N-._.1IlI -... _ oMI ... __ .... ..k.. .. loa .......~ .... all ... _.... --.. __ ,....... .... - lor, ..... ......,.... or ..- "'paoaoI _ =: ohe' _ _ '""" .... -IIJ ..... .... hl.. he< .... _. .... - of - ... MItt. ..~ ..M'......... ............ on4...II"1. II WITNDI WI_Of, .... -.line ..... .1" Ioaun4 ......... IJloIew .... - Ih_ ,,-.. _ _ on ... ..... .... ...... wri...... ...............--- 10 ... .... ,_ afo ~c:1-C~..~... J. ...........-...-......-.-..-.................. .............. ...,....,~...::\..L.k~-."d.......",...,...,... ...........................-............................................. "..,..",'......,..,.......",..,_'.....,......,.. ....'...."" ($IAl1 ...-. .....larJ' ., "',........,......,.,..........,...~.......,........ji;;;i.i;;t7 . . ,. I i .. - ... ~.. BOND " CIIC\IIIII IY MOITGAOQ IUSQ1IIIWIIIA VALIn .sSOCIATU TO HAMILTON BANK . Oat...,""..,Q~ll?1'I,..""........ 1202,000.00 ","-"", ,..,.. ........,..., ..,.. ,..,....' ..,.....,.... BOND ADDENDUM TO $202,000 BOND DATED ~~~~ ~l SUSQUEHANNA VALLEY ASSOCIATES , 1992 THE CONDITION OF THIS BOND IS SUCH, that if Obligor shall pay unto Obligee the aforesaid principal sum of Two Thousand Two Hundred and OO/lOO Dollars ($202,000.00), together with interest as stated below and in the manner stated below: The Bond shall have a term of fivs years and 70 days, For the initial seventy days of the Bond, the interest rate will be at a fluctuating rate of interest per annum equal to Hamilton Bank's Prime Rate as in effect from time to time, plus ,50\. This interest will change when and as Hamilton Bank's prime rate changes. Interest will be calculated on a 360 day over 360 day basis. Interest will be payable monthly, upon submission of the Bank's statement therefor, On July 6, 1992 or at the time all loan p~oceeds of the Mortgage Loan have been disbursed, whichever occurs first, the interest rate will convert to a fixed rate of Eight and Ninety Hundredths Percent (8.90\) per annum. Interest will be calculated on a 360 day over 360 day basis. The principal amount and interest as aforesaid will be payable in 59 monthly i~stallments of Two Thousand Five Hundred Forty Seven and 93/100 Dollars ($2,547,93) each beginning August l, 1992 or the first day of the month following disbursement of all loan proceeds of the Mortgage Loan; and in one final installment of all outstanding principal, together with all accrued and unpaid interest, Payments including principal and interest at the stated rate shall be made all in lawful money of the United States of America, Any prepayment of the principal hereof during the fixed rate period (whether voluntarily or because of an acceleration of the maturity hereof or otherwise) shall be accompanied by a payment of all accrued and unpaid interest on the principal so prepaid plus a payment of a prepayment premium equal to the amount, if any, by which (a) the installments of principal being prepaid plus the installments of interest which would have been payable thereon when both are discounted to a present value at a rate per annum equal to the yield to maturity of the "Applicable Treasury Bond Obligation(s)" exceeds (b) the principal amount being prepaid, The "Applicable TreaslJry Bond Obligation (s)" shall mean the debt obligation(s) of the United States Treasury having a maturity date nearest in time to the maturity date(s) of the principal being prepaid and the maturity date and yield to maturity of such Applicable Treasury Bond Obligation(s) as shall be determined by the Bank in its sole discretion on the basis of quotations published in the Wall Street Journal (or comparable source) on the date of prepayment. - ~ c,,. BOND ADDENDUM PAGE 2 The prepayment premium provided tor herein shall be applicable to any prepayment of principal whatsoever and for whatever reason, including, without limitation, as a result of demand, acceleration upon default, foreclosure, sale or destruction of collateral, or otherwise, and whether caused by the Bank, the Borrower or by any other person or entity. A late charge of four percent (4,0\) of each dollar or fraction thereof of any monthly payment shall be due and payable if said monthly payment is unpaid by the sixteenth (16th) of the month in which the payment is due. _~v~" :l.1.l'\~'l (Date) 'd CO...TAT.. ...., X.A" . IN THE COURT OF COttMON PLEAS . Plaintiff : OF CUMBERLAND COUNTY, : PENNSYLVANIA v.. . . : MICIAIL T. ...DY alld . No. 97-5836/Civil Term . R081X C. ...DY, Defendant. PRAECIPE FOR SATISFACTION or JUDGMENT TO 'l'B. nO'l'BOXO'fUYI CORESTATES BANX, N.A., Plaintiff herein, by and through it. attorneys, David M. McCanney, Esq., and Stevens' Lee, herebyagree. that the judgment heretofore entered in the Court of Common Pleas of CUmberland County, Pennsylvania, against MICHAEL T. REEDY and ROBIN C. REEDY, on October 22, 1997 to No, 97-5836/Civil Term, in the original principal amount of $147,817.54, shall be satisfied, discontinued and ended and hereby requests that the judgment docket be so marked. Costs paid by Plaintiff. Dated: January~, 1998 M. McCanney, q. Atty. I.D. #71965 111 North sixth Stre t P.O. Box 679 Reading, PA 19603 Attorneys for Plaintiff, CORESTATES BANX, N.A. t ! '. , " , I ...,,,; .." '1 I ! \ " . J : .., " I \ ) [-.1 ; .< :,) ~ ~) -'.' -_I -, .~