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HomeMy WebLinkAbout97-07030 2, Defendants Andrew L. Collins and Georgia COllins, husband and wife, are adult individuals (collectively, the "Defendants") with a last known address of 2646 Lynnhurst Drive, Bethlehem, Northampton County, Pennsylvania. 3. . On or about June 25, J.993, CoreStates loaned to the Defendants the principal sum of Two Hundred Eighty Thousand Dollars ($280,000) (the "Loan"), , 4. 'ro evidence their obligation to repay the Loan, the Defendants executed and delivered to CoreStates their promissory note dated June 25, J.993 in the principal amount of Two Hundred Eighty Thousand Dollars ($280,000.00), together. with interest at the rates set forth therein (as amended, the "Note"). The Note was subsequently amended on October 1, 1996, A true and correct copy of the Note is attached hereto, marked Exhibit "A" and incorporated herein by reference. 5, To secure payment of the Note, the Defendants executed and delivered to CoreStates a mortgage dated June 25, 1993 (the "Mortgage") granting to CoreStates a lien and security interest in that certain real property owned by the Defendants located at J.402-1412 Center Street, Bethlehem, Northampton County, Pennsylvania (the "property"), which Mortgage is recorded in the Office of the Recorder of Deeds in and for Northampton County in Record Book 2049, Page 0473. RDO/5~511/01~JO.71' 2 6. A default presently exists under the Note due to the Defendants' failure to pay certain of the liabilities due under the Note, 7, As a result of the Defendants' failure to pay certain liabilities that had become due and owing, on or about August 19, 1997, CoreStates declared a default under the Note, demanded that Defendants pay their delinquent Note obligations by September 3, 1997. 8. Defendants failed to pay the delinquent Note obligation in full by September 3, 1997 or at any time thereafter, 9, As a result of Defendants' fRilure to pay, on or about December 3, 1997, CoreStates accelerated payment of all sums due under the Note and demanded the Defendants pay th~ir accelerated Note obligations in f.ull by December 12, 1997. 10. The Note contains a warrant of attorney that authorizes CoreStates, after the occurrence of a default, to appear for and confess judgment against the Defendants for the full amount of any or all of the liabilities of the Defendants together with costs of suit and with actual collection costs, including reasonable attorneys' fees. 11, The amount of the liabilities under the Note as of December 12, 1997 are $215,928.35, itemized as follows: RDO/52511/012JO.119 3 day, plus costs of suit and reasonable attorneys' fees in an amount to be determined by the Court. Dated: December~, 1997 .--- By Dav d M, McCanney Attorney I,D, No, 966 111 North Sixth ~treet P.Q, Box 679 Reading, pennsylvania (610) 478-2142 19603 Attorneys for plaintiff, coreStates Bank, N.A, " 5 lCO/S2511!012)O.11' I I , I I I plus interest after December 12, 1997 at the rate of $59,58 per day, plus costs of suit and reasonable attorneys' fees in an amount to be determined by the Court. Dated: December J!, 1997 By Dav d M, Attorney I.D, No, 719 5 111 North Sixth Street P.O. Box 679 Reading, Pennsylvania 19603 (610) 478-2142 "- As Attorney for Defendants RDO/12571/01210.11' CORESTA'l'ES BANK, N. A. , successor by merger. to Meridian Bank and First National Bank of Bath, IN THE COURT OF COMMON PLEAS OF NORTHAMPTON COUNTY, PENNSYLVANIA CIVIL ACTION . LAW Plaint if f No, vs, CONFESSION OF JUDGMENT ANDREW L. COLLINS and GEORGIA COLLINS, Defendants j>.FFIDAVIT OF WARRANT COMMONWEALTH OF PENNSYLVANIA :88. COUNTY OF BERKS JEFFREY A, GUTH, being duly sworn according to law, deposes and says that he is an Assistant Vice President of CoreStates Bank, plaintiff herein, and that the copy of the Note attached to the Complaint as Exhibit "A," which contains the warrant of attorney upon which judgment is being confessed, is a true and correct copy of the original Note. 'J y/11 Sworn to and subscribed before me this /.)1 day of December, 1997. RDO/5~571/014]O.119 Notary r:el)r'~ J %o~r'lf :11.11 1.~I'Y C(lrll:/:,}',I,~II;~;;f;t~/k ,~,'~~' lrr tfJuhlll; rl""I~';~~~~,...__ '. .Jill:, ';l 'In '.'1 ,L'I, ,1 7--__ -, <. ~I)() ).<,1:(1']1,")1, ,;i';~-~---. ,1"'11','.'; CORESTATES BANK, N,A., successor by merger to Meridian Bank and First National Bank of Bath, IN THE COURT OF COMMON PLEAS OF NORTHAMPTON COUNTY, PENNSYLVANIA CIVIL ACTION ' LAW Plaint if f No. vs, CONFESSION OF JUDGMENT ANDREW L, COLLINS and GEORGIA COLLINS, Defendants AFFIDAVIT PURSUANT TO PENNSYLVANIA RUI,E OF CIVIL PROCEDURE 2951 COMMONWEALTH OF PENNSYLVANIA COUNTY OF BERKS :6S. JEFFREY A. GUTH, being duly sworn according to law, deposes and says that he is an Assistant Vice President of plaintiff, CoreStates Bank, N.A" and that judgment is not being entered by confession against natural persons in connection with a consumer credit transaction. Sworn to and subscribed before me day of December, 1997. Notary ~ Nlll:lft.1ISl'il! flrllttr.l,' ,J. r,1',JI'fjU.'I.NlJliUY PUbli~ M' ~ IllJiHJll1l1. nlllh': COUrily ~~~I~on C"Plll',r, ,llltll/ 12.2000 umlwr, 11Ill!l1:;y;~;:jij-;aAj~;i7;'liJtlul1lJ' ol,llllm RDO/52511/01~JO.719 CORBSTATBS BANK, N,A., successor by merger to Meridian Bank and First National Bank of Bath, IN THB COURT OF COMMON P~BAS OF NORTHAMPTON COUNTY, PBNNSYLVANIA CIVI~ ACTION . LAW Plaintiff No. vs, CONFESSION OF JUDGMBNT ANDREW L, CO~LINS and GEORGIA COLLINS, Defendants 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: Andrew ~, Collins Georgia Collins 2646 Lynnhurst Drive Bethlehem, Pennsylvania 18017 DATED: December~, 1997 RDO/51571/01~JO.11' Exhibit A. , ,'10379-352A-OO . . jVARIABLE RA'rE) _'rERM LOAN PjlOMISJ!9.BX- ~0'rE. S280.000.00 Bet.hlehem, pennsvJ.vania , Juno 'JJ, 1991 ANDREW L. COLLINS and GEORGIA COLLINS, husband and wife, for value received, without defalcation or deduction, intending to be legally bound, jointlY and severallY promise to pay to the order of FIRS'r NA'rIONAL BANK OF BA'rH the principal sum of 'tWO HUNDRED EIGH'rY 'rHOUSAND DOLLARS ($280,000.00) together with interest at the rate specified in the "Interest" section of this Note, in the amounts and at the times set forth in the "Interest payments" and "principal payments" sections of this Note, IN'rERPRE'rA'rION Defined 'rerms, The following terms shall have the following meanings: ~usiness DaV. Any day other than a Saturday or Sunday on which banks in Bath, Northampton County, pennsylvania are open for the transactions of banking business, Event of Default. As that term is defined in the "Events of Default" section of this Note. Maker. Andrew L. Collins and Georgia Collins, husband and wife, of 2646 Lynnhurst Drive, Bethlehem, Northampton County, pennsylvania, jointly and severally, and Andrew L, Collins, trading as Collins Restaurant. . . l{ote, This 'rerm Loan Promissory Note and all future amendments to this Term Loan Promissory Note, Pavee, First National Bank of Bath, a banking institution organized under the laws of the united states having offices at Main and Walnut streets, P,O, Box 38, Bath, Pennsylvania, Pavee's Prime Rate. The floating annual rate of interast which Payee designates as its "Prime Rate" and means Payee's benchmark rate defined as follows: A pricing mechanism used as a basis far setting specific loan rates to individual customers. Payee's bencrunark rate is based upon numerous factors, including its supply of funds, its cost of funds, its administrative costs and competition from other suppliers of credit. The interest rate actually charged to a customer for a specific loan may be above or below Payee's benchmark rate, depending upon many variables, including perceived risk, length of the loan, competition and overall customer relationship. Related Documents, Individually and collectively, this Note and all other existing and future agreements, promissory notes, mortgages, security agreements, assignments, pledges, leases, financing statements, commitment letters, instruments and other documents delivered by or on behalf of the Maker to the Payee in connection with this Note, and all existing and future amendments to those agreements, promissory notes, mortgages, security agreements, assignments, pledges, leases, financing statements, commitment letters, instruments and other documents, - 2 - . . Governinq, Law. This Note shall be governed by and interpreted in accordance with the laws of the Commonwealth of Pennsylvania. INTEREST Rate. (1) Interest shall accrue on the unpaid principal amount of this Note at all time at an annual rate equal to the then current Payee's Prime Rate plus two percent (2%) per annum, but at no time shall such interest rate be less than eight and seventy- five hundredths percent (8.75%) per annum during the term of th.l's loan. (2) The rate of interest payable pursuant to paragraph (1) shall adjust and change whenever Payee's prime Rate changes on which amounts are due and payable under the terms of this Note. Computation. Interest shall be computed on the basis of a three hundred sixty (360) day year for the actual number of days elapsed (365/360 or 366/360, as the case may be), PRINCIPAL/INTEREST PAYMENTS The Maker shall pay the principal amount of this Note, together with accrued interest at the annual rate set forth in the "Interest" section of this Note, in: (1) One hundred seventy-nine (179) installments of principal in the amount of One Thousand Five Hundred Fifty-Six - 3 - . . . . Dollars ($1,556,001 each, plus accrued unpaid interest on the outstanding principal amount of this Note as billed, commencing July.2. S', 1993 and continuing on the same day of each following month through and including MaYAS, 2008; and (21 One (1) installment on June 1.S', 2008 in the amount of One Thousand Four Hundred Seventy-Six Dollars ($1,476.00) plus any then unpaid principal amount, and all accrued, unpaid interest, late charges and collection expenses with regard to this Note. PRINCIPAL PREPAYMENTS Prepayment, The Maker may prepay the principal amount of this Note at any time and from time to time, in whole or in part without premium or penalty, Application. The Payee shall apply all prepayments of the principal amount of this Note byl:.he Maker to principal installments due under this Note in the inverse order of their maturities, Future Scheduled Pavrnents. The Maker's partial prepayments of the principal amount of this Note shall not affect in any way whatsoever the due dates or dollar amounts of any subsequent scheduled principal payments with regard to this Note unless and until the Maker has paid in full the principal amount of this Note. - 4 - . . . Pl\YMENTS ~2' All payments of principal, interest, late charges and collection expsnses with regard to this Note shall be made in lawful money of the United Statcs of ~nerica in Dollars immsdiately available funds at the Payee's office at Main and Walnut streets, P.O. Box 38, Bath, Pennsylvania 18014, or at such other place as the Payee shall designate in writing. Due Dates. If the due date of auy payment under this Note is not a Business Day, that payment shall be due on the next succeeding Business Day. However, any amount upon which interest accrues shall continue to accrue interest until actually paid. Late Charqen. If the Maker fails to make a required payment within fifteen (15) days after the due date of that payment, the Maker shall pay to the Payee, as a late charge, an amount equal to five percent (5%1 of the required payment. Applicat.ion, All pa~ents with regard to this Note shall be applied to the payment in full of the following amounts in the following order: (1) all expenses incurred by the Payee in connection with the collection of any sum due under this Note (including but not limited to reasonable attorneys' fees and court costs), whether incurred during the pendency of an Event of Default, after acceleration of the indebtedness evidenced by this Note and on Or after the maturity of this Notel (2) all accrued, unpaid interest with regard to this Note; - 5 - . , .' . . . ., (3) all accrued, unpaid late charges with respect to this Note; and (4) the unpaid principal amount of this Note, EVENTS OF DEFAULT Events of Default, Each of the following events shall constitute an Event of Default under this Notel (1) The failure by the Maker to make any required payment under this Note or any othsr instrument or obligation of the Maker to the Payee within fifteen (15) days after the due date of that payment; (2) The failure by the Maker to make any requirsd payment under any Obligation or instrument for borrowed money (other than this Note and any instrument of obligation with an unpaid principal balance of $5,000 or less) on or before the last day of any grace period provided with regard to such payment; (3) The failure by the Maker to observe or perform any covenant, condition or provision contained in the Related Documents (other than those described in clauses (1) and (2)), if the failure continues uncured or unwaived for fifteen (15) days after written notice from the Payee to the Maker and the other parties; (4) The filing by the Maker of a voluntary petition in bankruptcy or a voluntary petition or any answer seeking reorganization, arrangement, readjustment of the Maker's debts or for any other relief under the Bankruptcy Code, or under any other - 6 - ,'. . . existing or future Fedaral or state insolvency act or law, or any formal written consent to, approval of, or acquiescence in, any such petition or proceeding by the Maker; (5) Tho application by the Maker for, or the appointment by consent or acquiescence of, a receiver or trustee of, the Maker or for all or a substantial part of the Maker's property; (6) The making by the Maker of an assignment for the benefit of creditors; (7) The filing of any involuntary petition against the Maker in bankruptcy or seeking reorganization, arrangement or readjustment of the Maker's debt~ or for any other relief under the Bankruptcy Code, or under any other existing or future Federal or state insolvency act or law, and the continuance of such event for a period of sixty (60) days undismissed, unbonded or undischarged; and (8) The involuntary appointment of a receiver or trustee of the Maker or for all or a substantial part of the property of the Maker, and the continuance of such event for a period of sixty (60) days undismissed, unbonded or undischarged, (9) Any significant deterioration, in the opinion of the Payee, in the financial condition of the Maker as represented by their personal and business financial statements dated July 31, 1992 and December 31, 1992, (10) The failure of Maker to deliver to Payee, within ninety (90) days after the close of each fiscal ye~r of - 7 - .', . . Maker, personal and business financial statements prepared by an accountant in form and content satisfactory to Payee, and a copy of Makel;"S federal income tax return for each such year, when completed. RIGHTS AND REMEDIES Acoeleration. Upon the occurrence of an Event of Default described in clauses (1), (2) and (3) of the "Events of Default" section of this Note, and so long as thp. Event of Default shall continue uncured or unwaived, the Payee may notify the Maker in writing that all amounts due under this Note are immediately due and payable. Automatic Acceleration. Upon the occurrence of an Event of Default described in clauses (4), (5), (6), (7) and (8) of the "Events of Default" section of this Note, all amounts due under this Note shall be automatically and immediately due and payable, without any action by the Payee, Increased Interest Rate, Upon the occurrence of an Event of Default described in clause (10) of the "Events of Default" section of this Note, the interest rate on the unpaid principal of this Note, for a period beginning three (3) days after written notice to Maker of such failure and continuing until Maker is in full compliance, shall increase one-quarter of one percent (.25%) for the first thirty (30) days of said period and an additional one-quarter of one percent (.25%) during each succeeding thirty (30) day period or portion thereof, - 8 - . " . . . Subsequent Riqhts, Remedies, On and after any date on which this Note becomes due and payable by its terms, whether by acceleration or at maturity I (1) The Payee may exercise any and all of its rights and remedies for the collection of this Note, whether set forth in this Note or othl!lrwise available under the laws of the Commonwealth of Pennsylvania or any other jurisdiction; and ( 2 ) TilE FOLLOWING PARAGRAPH SETS FOR'rH A WARRANT OF AUTHORITY FOR AN ATTORNEY TO CONFESS JUDGMENT AGAINST THE MAKER. IN GRANTING THIS WARRMIT OF ATTORNEY TO CONFESS JUDGMENT AGAINST THE MAKER, THE MAKER HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY, AND AFTER CONSULTING WITH SEPARATE COUNSEL OF THE MAKER, UNCONDITIONALLY WAIVES ANY AND ALL RIGHTS THE MAKER HAS OR MAY HAVE TO PRIOR NOTICE AND AN OPPORTUNITY FOR HEARING UNDER THE RESPECTIVE CONSTITUTIONS AND LAWS OF THE UNITED STATES, OF ANY STATE, AND THE COMMONWEALTH OF PENNSYLVANIA, THE MAKER, BY EXECUTING THE FOLLOWING SIGNATURE LINE, ACKNOWLEDGES THAT THE MAKER HAS READ AND THAT THE MAKER COMPREHENDS FULLY THE EFFECT OF THIS CONFESSION OF JUDGMENT PROVISION: /'; /, ~;) . .....4fn, cL...) c' /-t..., ANDREW L. OLLINS ~~-('t' ~A/hA' ---" ~E GI CO LINS ANDREW L, COLLINS, tla Collins Rest urant ~.) :i. ..) - 9 - , . . . The Maker authorizes and empowers any attorney of any court of record in the Commonwealth of Pennsylvania, or elsewhere, to appear for and to enter judgment against the Maker for the then unpaid principal amount of this Note, together with all accrued, unpaid interest, costs of suit and reasonable attorneys' fees, with or without declaration or stay of execution, and with release of errors. The power to enter judgment against the Maker shall not be exhausted by any exercise of the power and shall continue from time to time and at all times until full payment of all amounts due under this Note. The interest rate provided in this Note shall apply to the indebtedness evidenced by this Note before, on and after the date or dates on which the Payee enters judgment on this Note, Waivers. The Payee's failure to exercise, or delay in exercising, any right or remedy set forth in the Related Documents shall not operate as a waiver of any right or remedy, except as and to the extent that the exercise of such right or remedy shall be barred by an applicable statute of limitations, The Payee may waive the Payee's rights and remedies set forth in the Related Documents only by written communication executed and delivered by the Payee to the Maker. No single or partial exercise of, or abandonment or discontinuance of exercise of, any right or remedy set forth in the loan ~ocuments shall preclude any other or further exercise of such right or remedy, or the exercise of any other right or remedy. - 10 - . 'lci381~002~00 . . CONFESSION OF JUDGMENT AFFIDAVIT COMMONWEALTH OF PENNSYLVAlIIA FIRST NATIONAL BANK OF BATH, Plaintiff vs. ANDREW L, COLLINS and GEORGIA COLLINS, husband and wife, and ANDREW L, COLLINS t/a COLLINS RESTAURANT, COUNTY OFnlJ.'1--t:h~ Defendants ANDREW L, COLLINS and GEORGIA COLLINS, husband and wife, and ANDREW L. COLLINS, t/a Collins Restaurant, being duly sworn according to law, depose and say that they are the Debtor- Defendants in the above matter and 1. That the attached Term Loan Promissory Note relates to a commercial loan because it evidences an indebtedness due to the consolidation of business debts and expenses. 2. That at the time of signing the attached Term Loan Promissory Note, the Debtor-Defendants understood that the Term Loan Promissory Note contained a provision for judgment by confession, that a judgment by confession provision is one of the most drastic and powerful remedies of the law, that the Plaintiff may cause a judgment to be entered against the Debtor-Defendants without any prior notice to the Debtor-Defendants and without opportunity on the part of the Debtor-Defendants to have a hearing in court to present any defenses they may have to the entry of the judgment, that such judgment may be entered for the entire principal amount of the Term Loan Promissory Note, together with interest, court costs and collection fees, and that such judgment would constitute a lien against the Debtor-Defendants' real estate and would subject the same to sale by the Sheriff, 3. That the Debtor-Defendants, with full knowledge and awareness of their due process rights to pre-judgment notice and hearing, do voluntarily waive the same, and with full knowledge and understanding of the above mentioned facts and consequences, do voluntarily sign the attached Term Loan Promissory Note which contains the confession of judgment provision, Meridian Bank Amendment to Promissory Note TO PROMISSORY NOTE October 1. 1996 , and batwa,n by dalad Anrlnnlll T~I~.n,~Pn~ENT , iMaka"I, and MERlOIAN BANK, a Pannaylvanla banking co'poralion ipayu'). hu.band/wl" BACKGROllNO On Juna 2~. 1993 ,Makar ..acutld and dallvarad 10 Payulle p,oml..ory nota In tha o,lglnal principal amount 01 .Two Hundrad Sovanly Ona Thoullnd Nlnl Hund,ad Fortv SI. and Q~/l00 Oollara ($ :n',946,9~ provldllor changuln thl prlnclp"I,lnla,..' rala & replymlnt 'a,ml _ ) (Ihl 'Nole'). Makar a~d paya. da.1I1 to amlnd tha NOla 10 of th. Nola. NOW, ntEREFORE, tha partlea ha,alo, Inlandlng to ballgaJly bound, haraby ag'al.. 'ollowa: 1. Prlncfp.l. Tha Nota II h..aby amanded IQ that thl p,lnclpal amount .hall be Two Hundred ANeen Thou",nd Four Hundred Forty Four and 00/100 Oollara ($ 21M44,00 ). 2. Intarest FIIlla. from and aNerSoptambar 26,1900 . Inta..a. on the unpaid principal balance of thl Nola ohan be payahle It 9 7~-x. pe, annum unlll neclambtH 26 1999 and thereafter ot the Bank's National qommelclal Rat. + 2.00% 3. Repayment Term.. Principal and Interest are due end payable In 36 consecutive monthly Installments of $2.611.51 each, beginning October 25. 1996 until September 26,1999 and, thereafter, the then unpaid principal balance, shall be due and pa~able In 104 equal monthly Installments. together with Interest at the rate referred to above. One final payment of any remaining unpaid principal and Interest Is due and payable on June 25, 2008. 4. Prepayment. (I) .Jt ~ thl Nola Is propald S.. anachld ,Ider praplld, for any reason, thl Maker shall pay to the Pay.. I prepayment privilege ffle equal to perclnl (__ %J of the principII amount (b) _ This No'a may be p,apald, f,om lime to lima, wllhout pramlum or penally, (0) _ Any partial pr.payment. 01 prinCipII shall b, In Integral multiples of Thousand Oolla.. $ ), .hall be appllad against achaduled plymenls of principal In the Inva..a order of matu,lly, and .hall not pu.tpon. or r.duc. any rllgularly Ich.duled paym.nt 0' principal or Intlrut. ~, Thlslnalrumanlahall bl dumad 10 be a part of Ihl Not.. .. e. CONFESSION OF JUDGEMENT MAKER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS BANK, BY ANY AUTHORIZED OFFICER, EMPLOYEE OR AGENT, OR BY ITS ATTORNEY, OR BY THE PROTHONOTARY OR CLERK OF ANY COURT OF RECORD IN THE COMMONWEALTH OF PENNSYLVANIA OR ELSEWHERE WHERE PERMITTED BY LAW, UPON THE OCCURRENCE OF A DEFAULT, TO APPEAR FOR AND CONFESS JUDGMENT AGAINST MAKER IN FAVOR OF BANK IN ANY JURISDICTION IN WHICH MAKER OR ANY OF ITS PROPERTY IS LOCATED FOR THE AMOUNT OF ANY OR ALL OF THE LIABILITIES, TOGETHER WITH THE COSTS OF SUIT AND WITH ACTUAL COLLECTION COSTS, INCLUDING REASONABLE ATTORNEYS' FEES, WITH OR WITHOUT DECLARATION, WITH RELEASE OF ALL ERRORS, WITHOUT STAY OF EXECUTION AND THE RIGHT TO ISSUE EXECUTION FORTHWITH, AND FOR DOING SO THIS NOTE OR A COPY VERIFIED BY AFFIDAVIT SHALL BE A SUFFICIENT WARRANT. MAKER HEREBY WAIVES AND RELEASES ALL RELIEF FROM ANY AND ALL APPRAI6EMENT, STAY OR EXEMPTION LAW OF ANY STATE NOW IN FORCE O~ HEREINAFTI!R ENACTED. MAKER ACKNOWLEDGES THAT BY AGREEING THAT BANK MAY CONFESS JUDGMENT HEREUNDER, IT WAIVES THE RIGHT TO NOTICE IN A PRIOR JUDICIAL PROCEEDING TO DETERMINE ITS RIGHTS AND LIABILITIES, AND MAKER FURTHER ACKNOWLEDGES THAT BANK MAY OBTAIN A JUDICIAL PROCEEDING TO DETERMINE ITS RIGHTS AND LIABILITIES, AND MAKER FURTHER ACKNOWLEDGES THAT BANK MAY OBTAIN A JUDGMENT AGAINST MAKER WITHOUT MAKER'S PRIOR KNOWLEDGE OR CONSENT AND WITHOUT THE OPPORTUNITY TO RAISE ANY DEFENSE, SET OFF, COUNTERCLAIM OR OTHER CLAIM MAKER MAY HAVE, AND MAKER EXPRESSLY WAIVES SUCH RIGHTS AS AN EXPLICIT AND MATERIAL PART OF THE CONSIDERATION. THE FOREGOING POWER TO CONFESS JUDGMENT MAY BE EXEilCISEO AGAINST MAKER AT ONE TIME OR AT DIFFERENT TIMES AS BANK ELECTS UNTIL THE LIABILITIES ARE FULLY DISCHARGED. 7. All (eferences to the NClo In documents delivered to the Payee In connectIon wIth the Credit Accomodatlono butw.en the Mllker and the Payee sholl be deemed foleroncas to the Note as amendod herein. 8. In 11/1 respects, the Note lIS hereby ratified and confIrmed. IN VIITNeSS VYHEAEOF, the parties hereto have caused lhll Amendment to Proml51Sory NOlO 10 be duly uecuted Bnd delivered the day and year first above wrItten. Borrower (If Indivlduuls, partnerships, otc.) Borrower (II corporaUon) Corporale Name By: Titlo; By: TiUe: Attest: TItI.: 'Mine.. MERIDIAN BANK By: TltI.: ,\.,\<~-..:.r, ~ ~~.\.,...~\j,P, tnll ./ S~ IES ^"es1:-1!.~~ Title: Q ":-. C I " I V'; ;' I!I , ':" '.,J . F< .f.. (~ (!,'\ d., '~,J '" B:!!' ," , I .. ~ 1 (' I " ...l:: IJ. (I) i C) r; , /~)