HomeMy WebLinkAbout00-07531
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FULTON BANK,
Plaintiff
vs.
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PENNSYL V ANlA
: No. QtI- 7:>3/ C-w:i /----
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YOUR GOLF SHOP, INe.
Defendant
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TO: YOUR GOLF SHOP, INC.
3401 Hartzdale Drive, Suite B
Camp Hill, Pennsylvania 17011
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A judgment by confession has been entered against you in Court. If you wish to open the
judgment or otherwise attack the claim set forth against you in the following pages, you must
take action as soon as possible after this Complaint and Notice are served, by entering a written
appearance personally or by an attorney, and filing in writing with the Court your defenses or
objections to the judgment entered against you. You are warned that if you fail to timely do so,
you may be foreclosed and not able to do so at some alternate date and execution may be issued
against you without further notice. You may lose money or property or other rights important to
you.
By
L & KEARNS
YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT
HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE
OFFICE SET FORTH BELOWTO FIND OUT WHERE YOU CAN GET LEGAL HELP:
Lawyer Referrill Service
Cumberland County Bar Association
Carlisle, P A 17013
(717) 249-3166
1-800-990-9108
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TRUE CO F OM RECORD
III Testimony whereof, 101.11<' lJi'!tt, ,'l't my t\2'ld
~n~ the s~ of said (:G~ i ~t ~~~htsit}, Pa.
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20531/16465
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FULTON BANK,
Plaintiff
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PENNSYLVANIA
vs.
: No.
YOUR GOLF SHOP, INC.
Defendant
TO: YOUR GOLF SHOP, INC.
3401 Hartzdale Drive, Suite B
Camp Hill, Pennsylvania 17011
A judgment in the amount of $128,769.57 has been entered against you in favor of the Plaintiff
without prior notice and hearing based on a Confession of Judgment contained in a written agreement or
other paper allegedly signed by you. The Sheriff may take your money or other property to pay the judgment
at any time after thirty (30) days after the date on which this notice is served on you.
You may have legal rights to defeat the judgment or to prevent your money or property from being
taken. YOU MUST FILE A PETITION SEEKING RELIEF FROM THE JUDGMENT AND PRESENT IT
TO A JUDGE WITHIN THIRTY (30) DAYS AFTER THE DATE ON WHICH THIS NOTICE IS SERVED
ON YOU OR YOU MAY LOSE YOUR RIGHTS.
YOU SHOULD TAKE THIS PAPER TO YOUR LA WYERAT ONCE. IF YOU DO NOT HAVE
A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH
BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP.
Lawyer Referral Service
Cumberland County Bar Association
Carlisle, P A 17013
(717) 249-3166
1-800-990-9108
Respectfully submitted,
CALDWELL & KEARNS
Dated: a~ {l\(?(.~
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FULTON BANK,
Plaintiff
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PENNSYLVANIA
vs.
No. <J1J- 7S31 ~ '........
YOUR GOLF SHOP, INe.
Defendant
CONFESSION OF JUDGMENT COMPLAINT PURSUANT TO Pa. R.c.P. 2952
AND NOW, comes the Plaintiff, Fulton Bank, by and through its attorneys, Caldwell &
Kearns, who makes the following Complaint and states in support thereof as follows, to wit:
1. Plaintiff, Fulton Bank, is a Peunsylvania Bank and Trust Company duly incorporated
and existing under the laws of the Commonwealth of Pennsylvania. Plaintiffs principal place of
business is located at One Penn Square, Lancaster, Lancaster County, Pennsylvania, 17604. Plaintiff
does regularly conduct business within Cumberland County, Pennsylvania.
2. Defendant, Your Golf Shop, Inc., is a corporation organized and existing under the
laws of the Commonwealth of Pennsylvania, currently having its principal place of business located
at 3401 Hartzdale Drive, Suite B, Camp Hill, Cumberland County, Pennsylvania 17011.
LINE OF CREDIT NOTE:
3. On or about November 10, 1998, Defendant Your Golf Shop, Inc. did enter into a
Line of Credit Note and Agreement with Fulton Bank in the amount of $50,000.00. A true and
correct copy of said Line of Credit Note and Agreement is attached hereto, marked Exhibit "A",
and made a part hereof by reference thereto.
4. This obligation required monthly payments on the first day of each month until all
sums due under the Line of Credit Note and Agreement had been paid in full.
5. No payments have been made for January 1, 2000 through the present and the entire
obligation is now due and payable.
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6. The balance due on the obligation is as follows:
Principal $50,000.00
Interest through 09.27-2000 $ 3,727.43
Late charges as authorized $ 333.79
Total $54,061.22
It is noted that the Note carries a per diem interest of$14.23 ,per day, after September 27,
2000.
PROMISSORY NOTE
7. On October 29,1999, Your Golf Shop, Inc. did enter into a Promissory Note with
Fulton Bank in the amount of $50,000.00. A true and correct copy of the Promissory Note is
attached hereto, marked Exhibit "B" and made a part hereof by reference thereto.
8. This obligation required monthly payments in the amount of $653.85 commencing
on the 25th day of November and continuing on the 25th day of each month thereafter until all
unpaid principal and interest had been paid in fulL
9. No payments have been made for Apri125, 2000 through September 25,2000,
and the entire obligation is now due and payable.
10. The balance due on the obligation is as follows:
Principal
Interest through -09/27/00
Late charges as authorized
$48,694.64
$ 2,643.42
$ 377.28
Total
$51,715.34
It is noted that the Note carries a per diem interest of$14.20, per day, after September 27,
2000.
VISA BUSINESS CARD AGREEMENT
11. On or about Apri130, 1998, Your Golf Shop, Inc. did enter into a Visa Business Card
Agreement with Fulton Bank in the amount of $20,000.00. A true and correct copy of the Visa
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Business Card Agreement is attached hereto, marked Exhibit "c" and made a part hereof by
reference thereto.
12. The Agreement provided during each billing cycle ofthirty (30) days to payminimum
monthly payments.
13. No payments have been made since December 29, 1999 and, the balance thereon
presently stands at $20,493.01.
SUMMARY
14. The total aforementioned three obligations, are all in default, which default totals
$126,269.57.
15. Plaintiff, Fulton Bank, has made repeated demands for payment on the aforesaid
obligations from obligor, Your Golf Shop, Inc., and Guarantors, but, the Guarantors have failed
and/or refused to cure said default or pay any further sum or portions thereof on the various
obligations.
16. As stated by virtue of the terms ofthe various notes, all the obligations are fully
now due and demand for payment is made therefore.
17. Judgment has not been heretofore made on these obligations in this or any other
jurisdiction with regard to Defendant Your Golf Shop, Inc..
18. The obligations hereinbefore identified were all obtained for exclusively business
purposes.
19. The Defendant is not a member ofthe armed forces of the United States or its
allies.
20. Demand is also made for reasonable attorneys' fees in the amount of $2,500.00 as
authorized in the various loan Agreements.
WHEREFORE, Plaintiff, Fulton Bank, demands judgment against Defendants in the
amount total of$126,269.57, and attorneys' fees in the amount of $2,500.00, costs of suit and
accruing interest after September 27,2000.
6
Date: a~? \\;L~
20-531/16564
Respectfully submitted,
CALDWEL & KEARNS
By:
3631 North Front Street
Harrisburg, PA 17110-1533
(717) 232-7661
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FULTON BANK,
Plaintiff
vs.
: IN THE COURT OF COMMON PLEAS
: CUMBERLAND COUNTY, PENNSYLVANIA
No. 01J' 753/ Cw..t T~
YOUR GOLF SHOP, INc.
Defendant
CONFESSION OF JUDGMENT
Pursuant to the authority contained in the warranty of attorney, as contained in the Guaranty
Agreements, a copy of which is attached to the Exhibits of the Complaint filed in this action, I appear
for the Defendant and confess judgment in favor ofthe Plaintiff and against Defendant as follows:
Line of Credit Note:
Principal
Interest through 09-27-2000
Late charges as authorized
$50,000.00
$ 3,727.43
$ 333.79
Total $54,061.22
Promissory Note:
Principal
Interest through -09/27/00
Late charges as authorized
$48,694.64
$ 2,643.42
$ 377.28
Total $51,71534
Visa Business Card
Agreement:
Total Amount Due
$20,493.01
Line of Credit:
Promissory Note:
Visa Business Card Agreement:
Attorneys' Fees
Total
Total
Total
Total
$54,061.22
$51,71534
$20,493.01
$ 2,500.00
$128,769.57
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10/20/2000 09:41 FAX 717 232 2788
CALnWELL & KEARNS
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VERIFICATION
1, Clint M, Miller, Vice President ofFulton Bank, who, having authority to execute this Verification
on its bebalf, verify that the statements and averments contained in the foregoing Complaint by Confession
of Judgment are true and correct upon my personal knowledge, information and belief. I understand that
false averments herein are made subject to the PlIDalties of 18 Pa. C$, ~4904 relating to unswom
falsification to authorities.
FULTON BANK:
By:
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Lancaster, Pennsylvania
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Line of Credit Note and Agreement
fOR V AWB RBCBIVBD, Xgur.. GO!.~~h9p./_.J:n9,,-.__.___..___...
(the "Borrower") promises to pay to the order of Bank indicated ahove at any of its banking offices, the principal su;;' of FIFTY THOUa=
_-AllP-11,QL100 .__.__,___..:._______
DOLlARS ($."!'...!.~ * *.~_5,O.-I,..Q Q 0.... 0 Q. .. ), or such lesser or greater principal amount as may be outstanding (rom time 10 time under Ihis I.ine of
Credit Note and Agreement (the "Note and Agreement") as shown on Bank's recordsl payable On DEMAND by Bank, with interest at the rate specified below.
INTf!Rt!ST RATE .... The interest rate is the annual variable rute of 0..,..7.5 Ora above the annual noating rate of Interest designated fronl lime to lime
by the Bank as its__p'r.imLra.t8 _._ and used by Bank as a reference rate with respecl to different rates ofinterest charged to borrowers.
Accrued interest shall be payable monthly on the...J..!.L- day of each month until all sums due under this Note have been paid in full and the credit
availability evidenced hereby has expired or been terminated.
The interest rate shall change automatically and simultaneously upon the effective date of Bank's designation of any change in the reference rate.
Bank's designation from time to time of its "prime" rate shall not in any way preclude Bank from making loans to other borrowers at a rate which is higher
or lower than or different from the prime rale.
All interest shall be computed for the actual number of days clapsed on the b.asis of a ycar consisting of 360 days.
MANDATORY PRINCIPAL PAYMENTS ~~ The Borrower promises to make a payment of principal sufficient to cause the outstanding
principal amount to be reduced to a zero balance for a period of thirty (30) consecutive days during each fiscal year of
the Borrower, commencing with the first full fiscal year occurring after the date hereof.
LATB CIlAROB ~a The norrower also promises to pay to Bank as a lale charge and not as additional interest, an amount equal to 5% of any payment not
received by Bank on or before the 15th calendar day after the date it was due.
The followlnR paragraph sets forlh a warrHnt or llltorney to confess judwuent against the lIorrower. In grantinl( Ihls warrant of attorney to confess
judJ(fl,ent 8~Alnst the Jlorrower, the JllIrrower herehy kntlwin~ly, Inlenllonnlly, volunlnrily, anti, with opporlunlty for advice ot separale (nunsel,
unftlRdltionttlly wlllves any and all ri~hfs ~he Uurrower hus or mllY hllve (0 prior notice IInd IIn oppol'tunlty ror he8rin~ under the respel'live con,lililutions
llnd Inwll fit the United Stlltes and the <':ommunwenllh IIf IlennsylvlIuill.
CONFESSION OF JUIlGMENT ., THE 1l0RROWER IIEREIIY AIJrlIORIZES ANIJ EMPOWERS IRREVOCAIlLY THE PROTHONOTARY OR
ANY CLERK OIt A11'ORNI~Y OF ANY COURT OF RI~CORIJ TO AI'I'EAR ANIJ TO CONI'ESS JUIJGMI~NT AGAIN~'I' TIII~ 1l0RllOWlllt IN FAVOR
OFTlm HOUmR OI'TIIIS NOTI~AS OJo.t'EN AS NEn;SSARY UNTIL ALL LIAIlIUT!ES HAVElIImN l'AlIllN I"UU,AS OJo' ANY TERM, I'ORAL!.
AMOUNTS OWING (WIlli:THER OR NOT THEN IJUE) UNllIm 'I'IIIS NOTE ANI> AGR~;EM~;N'I', TOGE'I'HER WITH COSTS OF LEGAL
I'ROClmlJlNGS ANIJ A Rl~ASONAIlLl~ A'ITOItNEYS' I,'lm FOR COLLECTION (WHICH FOR I'URI'OSES OJo' I~XI~RCISING TillS WARRANT (n'
ATI'ORNln' TO CONI'I~SS .IUIIGM[~NT SHALL liE IIEI~MIm TO liE EQUAL TO 15% OF THE SUM OF TIII~ I'RINCH'AL ['WS IN'mRl~S'1' FOR
WIIICH ,11JllGMEN'I' IS THEN CONI'ESSlm), WITH RELK~SE OF ALL ERRORS, WAIVI~R OF API'FALS, AND WITHOlfl' S'I'AY 01"
I~XEClfrlON, 'TIm 1l0RROW[~R 1II~llImY WAIVI';S ALl. REI.IICI' I"ROM ANY ANIJ AU. AI'I'IIAIS~;MI'N'I', SI'AY OR EXEM1'r10N lAWS OR
RUL~:S lW COURT NOW OR IIImKu'mR IN lWFECI'.
The terms and conditions stated on the reverse side and the pages attached hereto are incorporated here by reference.
Wllness Signatures
Witness the due execution of this Note
and Agreement under seal on the day and
year first above written.
Your Golf Shop, Inc,
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BY~H!~U
(SEAL)
1/lGS /:Pe..Ni
(SEAL)
(SEAL)
(SEAL)
(SEAL)
(SEAL)
(SEAL)
(SEAL)
Address: 3401 Hartz Drive, Camp Hill, PA 17011
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YEAR 2000
ADDENDUM
In addition to the terms and conditions set forth in the General Loan Agreement/Line of
Credit Note and Agreement/Promissory Note attached hereto, the Borrower agrees that the
following terms and conditions shall be in effect until June 30, 2000:
1. Representations and Warranties Related to the Year 2000 Problem. The Borrower represents
and warrants to the Bank that in response to a request by the Bank, it has provided the Bank
with information regarding the actions and plans of the Borrower to identifY, evaluate and
manage the risks which might atTect the Borrower and its business related to the potential
problem of certain computer and other electronic information processing systems not being
able to recognize the dates "January 1,2000" and "February 29,2000" (the "Year 2000
Problem"), which information is true, correct and complete in all material respects.
2. Covenants Related to the Year 2000 Problem, The Borrower covenants and agrees that the
Borrower shall:
a, Additional Information. Provide to the Bank, promptly upon request, periodic
updates and other information regarding the Borrower's actions and plans related to
the Year 2000 Problem (including any written reports of audits or assessments of the
Borrower's actions and plans prepared by any third party) and notifY the Bank in
writing promptly after becoming aware of any change in information previously
provided to the Bank which would cause such information to be false or misleading in
any material respect, including, but not limited to, the failure or inability of the
Borrower to adhere to a previously established timetable for successfully completing
the renovation, validation and certification of all computer and other systems essential
to the conduct of the Borrower's business which might be atTected by the Year 2000
Problem.
b. Actions. The Borrower shall take all reasonable actions which are necessary or
appropriate to manage the risks which might affect the Borrower and its business
related to the Year 2000 Problem, including, but not limited to, ensuring that sufficient
resources are committed to complete in a timely manner the renovation, validation and
certification of all computer and other systems essential to the conduct of such
business.
3. Events of Default Related to the Year 2000 Problem. In addition to any event of default under
the Note or any of the Collateral Documents, it shall be an event of default if there shall have
been any material breach of the representations and warranties set forth in this Addendum or if
the Borrower shall fail to observe or perform any of the covenant; set forth in this Addendum
and such covenants shall remain uncured more than fifteen (15) days after the Bank shall have
given the Borrower written notice of such failure.
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Line of Credit Note and Agreement (Continned)
This Note and Agreement evidences the Ilorrower's,liabililies and obligations to nank in l'onneclion with a line of credit (the RLineM) not to exceed in the
aggregate at anyone time the face amount of this Note and Agreement, which shall be available to the Borrower upon Ihe following terms and conditions:
Ii] If checked here. the Line shall he 'a revolving line of crcdit under which Borrower may borrow, repay and reborrow amounts not to eXCt;ed in (he-
aggregate at anyone time the face amount of the Note am! Agrcement.
IZJ If checked here, no amount shall be outstanding under the Line for a period of thirty (30) consecutive days during each fiscal year of the Borrower,
commencing with the first full fiscal year occurring after the dote hereof.
o If checked here. Ihe Line shall be a non-revolving line of credit under which Borrower may borrow amounts not 10 exceed in the aggregate the face
amount of the Note and Agreement. I
l. Definilluns n AB used herein, the following terms shall have the meanings indicated, unless the context otherwise requires:
a. Borrower A_ The term ~Borrower" means each and anyone or more of the persons or entities executing this Note and Agreement including, In the
case of any partnership, all gene~al partners of the partnership individually and collectively, whether or not such partners sign this Note and Agreement,
and if more than one Borrower execules Ihis Note and Agreemenl, all such Borrowers are jointly and severally liable.
b. Collateral ~- The tern\ "Collateral" includes: (I) all real tlnd pcrsonal property of any Obligor (as hereinafter defined) now or hereafter pledged,
mortgaged, assigned ,or granted to Bank to secure payment of Ihis Note and Agreement spedfically or all indebtedness or liabilites to Bank generally; and
(2) all property of a~y nature whatsoever of the Borrower now or hereafter in the possession of or assigned or hypolhecated to Bank for any purpose,
and any balance o~ share belonging 10 Ihe Aorrower of any deposit, agency or other accounts with Bank, and any other amount which may be owing from
time to lime by Bank 10 Ihe Ilorrowcr.
c. Collllteral Oocuntents ~- The term MCollateral Documents" means all mortgages, security agreements and othet documents and instruments
executed und delivered to Bank with respect to the Cnllnterat
d. L1nbllltles -.. The term "Liabilities" includes: (I) till amounts al any time owing undcr this Note and Agreement, including any pasl, present or
future advances or readvances and all substitutions, extensions, renewals and modifications hereof and,all intere&t,late charges, penaltie& and fccs of any
[lnd all types owing or payablc hereunder; (2) all costs and expenses incurred by Bunk in the collection or enforcement of this Note and Agreement; (:3)
all future advances made by Hank for tuxes, levies, insurance and, repairs to or maintcnance of the Collateral; and (4) all existing and futurc liabilities of
Ihe Borrower outstanding 10 Bank, whethcr absolute or contingent, direct or ilHJircct, joinl, several or indepencJent. due or to become due, whether as
drllwer., maker, endorser, guarantor, surety or otherwise, held or to be held by Bank for its own account or as agent for another or others. and even if
acq~ired by way of assignment, except thai the term "Liabilities" shall not include any obligation incurred by the Borrower which is Rconsumer credit" as
defined hy Pederat Reserve Board Regulation 7.,12 C.P,R. i 226,1 et seq" and which Is not exempted from the application of that Regulation,
e. Oblhctlf..A The term "Obligor" meuns the Borrower, each surety or guarantor of this Note and Agreement, and any other person or enlity which has
granted or in the future grants to Bank a security interest in, or lien upon, property to secure this Note and Agreement specifically or indebtedness or
liabilities of the Borrower to the Bank generally,
2. Line of Credit Availability - Prom the date hereof and prior to demand by Bank, subject to the terms and conditions of this Nole and Agreement.
Borrower may borrow hereunder. Borrower shall have the righl voluntarily to prepay without penalty or premium, at any time and from time to time, any or all
portions of the principal balance outstanding under the Line; provided Ihal accrued inlerest upon Ihe amount prepaid shall be paid at the lime of any such
prepayment. Uorrower ncknnwledges and u~rees lhal no prol'ision hereof. nor any course of deuling in clJnne'clilln herewith, shull be deenled 10 creale or shall
Imply the exllilence or "n1 cllmmltnumt on the purl or Hunk tll mllke udl'lIRces hereunder. lIunk shull hlll'e no such commUnlenl or obUgullon. ":ach adl'ance
shall be made solely at nank's discretion,
3, I)rllcedures for UorrowlnR -.. Bank agrees unlil furlher notice from Bank thai, upon Borrower's request by telephone from time
the. PresidentlChief.."Executive... Officer, ..", ...___ or .,Chief.. Operating ..,Qfficer__.
S\l~llnn\l".P,,_.S.h!t!\lI1\AIL .,..".,. ,...._u. or
to time from either
of Borrower to borrow money under the Line, Bank will lend and forthwith credit Borrowc.r.s demand deposit account number
#,,1219,.. 29 880.. ._._" _..___.,"__ wilh Bank ("Account") sUl:h sums of money tiS may be mulually agreed upon hy telephone, Such a request shall he deemed
10 ('onstitule a representation by Borrower that all of the conditions sct forlh in Scction 5 hcreol' have been satisfied. Borrower agrees to forwunJ written
evidence of such request for advances by mailing on the same day a letter of confirmation signed by the_p..reaident:/.r~h; ~f RYAt'!llr..iYe
Offi,C8r-OLChieLOperating_Of.f.ic81:.....cr__Suzefrlh'EfoI?CJ CSml1JWmIDUA amount so borrowed. l)ending receipt of such letter by
Bank in the ordinary course of the mails, allY sums of money horrowed hy telephone in accordunce with the foregoing arrangements shall immediately be
pllll'ed to Borrower's credit in Burrower's Account. Bank will forward wriHen advice of sut'l\ credilto Borrower. In the event that Bank does not receive the
required confirming letter within three (3) business days of the date of rcquest, Bank shall have the right 10 debit Borrower's Account, or any other account at
Borrower at Bank if funds in the Account are insufficient, for the unconfirmed borrowings and apply the debited amount to the principal balance outstanding
under the Line,
4. Representations and Warranties - The Borrower hereby makes the following representations and warranties as of this date and as of the making of any
advances hereunder and continuing unlll all amounts outstanding under Ihe Line have been paid in full:
a. OrRRnlzRllon -- If the Borrower is a corporal ion or II partnership: (1) the Borrower is ..July organized, validly existing and in good standing under
thc laws of the jurisdiction in which the Borrower is incorporated or was formed; (2) Ihe Borrower has Ihe power and authority to own i1s properties and
assets and to carry on its business as now being conducted; and (3) the norrower is (\ualificd to do husinl:ss in every jurisdiction in which it is required to
qualify to do business.
b. Due Auihurbmtlon -- If the Borrower is a corpnrl.ltion or a partnership, the cxecution, delivery and performance of this Note and Agreement, tilt:
Collatenll Documents and all other documcnts and instruments cxccutcd and delivcrcd 10 Bank in conncclion herewith and therewith have becn duly
aUlhori7.ed by all requisite corporate or partnership aClion,
c, ConflirtlnA. InSll1Iments -- The execution, delivery and performance of this Note and Agrcement, thc Collateral Documents and all other
documents and instrumc;nts executed and delivered to nank in connection herewith and therewith will not: (I) vlolale any provi&ion of law, any order of
any court or governmental agency, the charter documents and bylaws or partnership agreellll~nt of the Borrower, or any provision of any indenture,
agreement or other instrument binding upon lhe Borrowcr or any of its properlics 01' assets; (2) l'ol1l1ict with or result in a breach of or (wilh due notice
(lr lapse of time) a default under any indenturc, agreement or other instrumcnt binding upon the Borrower or any of its properties or assets; or (3) result
in thc creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of the Uorrower, except in
favor of Bank.
d. Validity; Binding Nature - The Borrower has the power to execute, deliver and perform this Note and Agreement and the Collateral Documents,
and when exccuted and delivered, this Note and Agrecmcnt and Ihe Collateral Documents will be valid and binding obligations of the Borrower,
enforceahle in accordanct: with their lerms, cxcept as enforceability may be limited by bankruptcy, insolvency or other similar laws affecting the
cnforcement of creditors' righls generally.
e. Liligutlon &A Except as disclosed in writing 10 Bank. there is no action, suit or procccding at Jawor in equity by or before any governmental
instrumentality or agency pending or, to the knowledge of the Borrower, threatened by or against or affccting the Borrower or any of the Borrower's
propertics or rights which, if determined adversely to the Borrower would impair Ihe Borrower's right 10 carry on its business as now conducted or would
adversely affect lhe Borrower's financial condition, business or operations.
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f. Authorization ~nd. Consenl .- N~ authorization, consent, approval, lice~se or exemption of, and no regulation, qyalificallon. designation,
declaration or filingiwit~ any court or governmental department. commission, board, bureau, agency or instrumentality, domestic or foreign, is necessary
(0 the valid execution, delivery or performance of this Nole and Agreement, the Collateral Documenls or any other documents or instrumc;nls executed
and delivered 10 n~~k in connection herewith o~ therewith.
,
g. It'lns'ndal Condition ~~ The most recent financial statements of the Borrower delivered to Bank 8rc true and correct and represent accurately and.
completely the Borrower's financial condition as of the date thereof and the results of its operations for the periods indicated and show all known
liabilites of the Borrower, direct or contingent, as of the date thereof. Since the date of such financial statements, there has been no material adverse
change in the financial 'condition of the Uorrower or in its operations, business, prospects or properties, and since such date, the Borrower has not
incurred, other than'in t'he ordlnnlY course of business, any indebtedness, liabilities, ohligations or commitments.
h. Compliance with l.aws .. The Borrower is not in violation of or subject to any contingent liahility on account of any law or any order or regulation
issued hy any court or governmental aUlhority, state or felleral, induding, without limitation, the Employer Relirementlncome Security Act of 1974, as
amended ("BRlSAN), the Internal Revenue Code of 1!J86, us amended (the "Code"), any applicable occupational and health or safety luw, environmental
prolection or pollution control law or hazardous waste or toxic substances management, handling or disposal law.
5. Condlllnns .-recedent ~.1be Borrower's ability to request an lldvance hereunder is suhject to the performance hy the Borrower of the obligation to he
performed by the Borrower under this Note and Agreement, under the Collateral Documents and under the other documents and instruments executed in
connection herewith and, ther;ewith on or before the dalc of each advance hereunder and also to the satisfaction of the following additional conditions:
a. The representatiqns and warranties conlained in this Note and Agreement and in Ihe (',CHalcral Documents shall be true on and as of the date of
each advance hereund~r with the same effect as though each such representation and warranty was made on and as of the date of each advance
hcreundcri
b. Tne ,conditions, i~ any, specified in the Collateral Documents and in any document or instrument amending, m.odifying or supplem.enting this Note
and Agreement shall have been fulfilled.
6. AmrTil81I\"1'Covena'ntfil:.~ The Borrower hereby covenants and agrees that so long as any of the Liabilities or any other of Borrower', obliBations to Dank
created pursuant to this, Note and Agreement or any of the Collateral Documents arc outstanding or unperformed, the Borrower shalll except as Bank may
otherwise agree in writing:
a. (1'lnanclRl Sht~em~nt,lii . AnnUli) .. Furnish 10 !lank. within 120 days after the end of each fiscal year of the Borrower, a balance shect and income
state'mcnt, consoli~ated and consolidating and with a reconciliation of surplus for such fiscal year, and setting forth in comparative form the
corresponding figu.res for tho preceding fiscol year, all in reasonable detail and all prepared by an independent, certified public accountant satisfactory to
Bankl in conformily;with generally a€;cepted accounting slandards consistently applied,
h. Financial htfomutUon ~ OIlier ~. Furnish In Bank cadi finllncial statement or certificate required to he delivered by the Borrower to Bank
pursuant to any amend'ment or supplement 10 this Note and Agreement, Dnd such other information concerning the Borrower's financial or business
affairs as nank may from time to time require.
c. Properly~. Maintain, preserve and keep aU of its properties in good repair, condition and working order and make or cause to be made all
renewals, replacements, substitutions, additions and improvements therelo necessary or appropriate to properly preservc and maintain the cfficiency of
all such properties.
d. Taxes and Assessments - Pay and discharge all taxes, assessments and governmental charges levied upon or assessed against the Borrower or its
properties or income prior to the date any penalties afe attacheLllhereto.
e. L1l1gatlon - Notify Bank promptly of the commencement of uny material litigation, arbitration or governmental proceeding affecting the norrower,
and notify Bank of any governmental investigation or lahor dispute pending, or to the knowledge of the Borrower, threatened, which could interfere with
the normal operations qf the Borrower's husiness or materially udversely llHectlhe Borrower's rinandalcHncJilion, business or operations.
r. lIooks and Ilecoctls.~ Maintain and keep proper rel.:urds and books of nccount in eonformily with generally accepted accounting standards applied
on a comdlilcnt basis, which shllll accurately nnd ('ompletcly teneet the norrower's business, operations and affairs.
g. Access 10 Ilooksi Records and 11roperties 4. Permil officers, employees anll ulher representatives of Bank to visit and inspect the norrower's
properlics and to examine Ihe Burrower's books and records, and shall discuss the Borrower's aCCc.unls, finances, business and affairs with Bank
representatives, d'uring normal business hours and liS often as Bank may rcC}uesl.
h. FlnanciallnfonnHtlon ~ Gunrantors .. Cause any guarantor and any surety of the Liabilities to submit to Rank personal and business financial
statements containing such financial information as Bank may frolll time 10 timc relluesL
i. Olher Ohll~lltlons ~~ Maintuin in a current stutus all of its ohligalions, however incurred including, without limitation, obligations for borrowcd
money or for services or goods purchased by the Borrower. ami nol amend or modify any existing agreement with any person or entity in any manner
materially adverse to the Borrower.
j. nuttiness OperoH'lns u Maintain the management, including management personnel I of its business as it turrenUy exisls and Is currently conducted,
shall not engage in any line of business other Ihun those in which the Borrower is uctively. cngaged as of the date of this Note and Agreement, and shall
not establish any pa:rtncrship, subsidiary, corporationl joint venlure or other form of business combinalion.
k. Compliance With Laws -~ Comply with all Jaws ,and all rules, regulations and orders issued pursuant thereto including, without limitationl ERISA,
the Code, any applicable occupational and health or safety law, environmental protection or pollution control law or hazanlous waste or toxic substances
management, handling or disposal law.
I. Insurnnce - Keep all of its properties, real and personal, now owned or hereufler acquired, insured at all times against loss or damage by fire and
extended coverage risks and other hazards customarily insured against. shall maintuin liability insurance and such other insurance coverage required by
Hank or hy lliw, wilh carricrs und in amcUlnts. form and suhstance satisfactol)' tn Bank und numing nunk us additional insured/loss payecl us Bunkls
interest may appearl and shall promptly tleliver to Bank from time 10 time upon request a summary schedule indicating all insurance in ct'fccl.
m. Use of Loan l~roceeds .~ Use: advances under the Line only for the purposes staled in the application submitted by the narrower to !lank in
connection with the Line if any, or in any commitment Ictler issued by Bank to the Borrower in connection with the Line
n. Other Llabil1ties - Not endorse, assume, become guarantor or surely for or otherwise become Iiuble in connection with the Obligations of any
personl,fjrm or corporat,on, except in favor of Bank; provided, however, that the Borrower may endurse negotiahle or other instruments for deposit or
collection or similar transactions in the ordinary course of its business.
0, Sale of Assets -- Not sell, lease, transfer or otherwise dispose of in a single Iransaction or seri,os of transactions, all or a substantial part of the
norrower's assets and properties, whether now owned or hereafter acquired.
p. Investments - Not purchase, own, invest in or acquire, cJirectly or inllircctlYI uny sluck or olher /icCurillcs or any other interest whatsoever In any
other corporation or other entity or permit to exist any loans or advances for such purposes except for investments in direct obligatio.", of the United
States or any agency thereof.
'I. SellinR Accounts Recelvnhle ~. Not sell, assign or discount any of its aecounls receivuhle or any promissory noles held by it, with or wilhout
recourse, other than the discount of such reeeivahles or noles for collection in the ordinary t'oun;~ of business.
r. Notice ~f Ureach :8 Promptly give notice in writing 10 Bank of the occurrence or existcn~e of any event, condition, act or omission, which would
constitute a breach or violation of any of the represcnlations.- warranties or covenants made by the B~rrower in this Note and Agreement or in any
Collateral Documents.
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7. Collateral; Incorporation of Olher Documel1ts M~ The C..ollateral shall secure payment to Rank of any and all amounts due under this Note and
Agreemenl. The Borrower hereby grant~ or conrirms lhe grant to Bank of a security interest in, lien upon, and right of setoff against the Collateral. '1111:
holder of this Note and Agreement shall be entitled to all rights, remedies and benefits of any of thc Collateral Documents and any olhcr documents and
instruments executed and delivered to Dank in connection herewith or therewith and all of such documents are incorporated in this Note and Agreement by
reference. Without limiting the generality pf the forCi-going) the Collateral Documents, as of the date hereof, include the 'following:
Guarantees of George A. Sheleman and Suzanne P. Sheleman, Mark R. Parthemer and Phyllis J. Parthemer
\
Accounts receivable, inventory. general intangibles, machinery and equipment of Borrower
8. Atlnrneys' I~ees; l~"penses ~~ The Borrower also agret,\s to pay to Bankl upon demund at any time, all costs Bnd expenses (including reasonable attorneys'
fees and legal expenses) incurred by Hank in the enforcement or the Borrower's liabilities and obligalions to Bank under this Nott Ilnd Agreement.
9. Rights of lJank - Jr the Borrower rails to pay on demand the balunce or any lesser amount demanded (or past due prior 10 dema'nd) under Ihis Nole nnd
Agreement, Rank shall have the oplion 10 declare 'to he immediately due and owing any and all other Liabilities. Whether or not it ejects to accelerate the
Liahilities, Balik may sct off accounts and may elCerril-ic llllY rights and remcdies llguinst uny Obligor or the Colllllcrulns may be available to Hank umh:r Ihis
Note and Agreement, (he Collateral Ducuments, the Uniform COll\merdal Code or other applicable law. Setoff shall be deemed (0 have occurred inunediulely
aner any default in payment, whether or not any book or accounting entry shall have been made. If payment of all amounts owing under this Note and
Agreement is not received by Bank wilhin 15 days aner Dank's demand therefor, interest shall accrue, at the option of Bank and only after notice to the
Borrower, at " rate S% pot annum above the Jntetest rate specified abovo until all amounls duo under this Noto and Agreemont .to paid. Intere.t .hall
continue to accrue after entry of judgment by confeSSion or otherwise at the contractual interest rate unlil all sums due ullller this Note and Agreement and
under any judgment are paid, Bank reserves the right to procccll lIgalnst allY Obligor and to apply proceclls of Collateral to amounts due unller this Note und
Agreemenl or to any other Liabililes in such amounts and in such order as Bank may in iLs sole discretion determine.
10. Miscellaneous - (a) The Borrower hereby waives presentment for payment, notice of demand, notice of nonpayment or dishonor, protest, notice of
protest, and all other notices in connection with the delivery, acceptancc, performance or enforcement of payment of this Note and Agreement; (b)
Notwithstanding any other provision of this Note and Agreement, at no time shull the Borrower be obliguted to pay interest hereunder at a rate which is in
ex('ess of the maximum rate permitted by law, and if, by Ihe terms of this Nole and Agreement, lhe Borrower ill at llny time obligated to pCly interest in excess
of surh maximum rate, the rate of interest hereunder shall be deemed immediately reduced to such maximum rate of intercstj (e) If any provision of this Note
and Agreement is for any reason held invalid or unenforceable, no other provision shall be affected therebYI and this Note and Agreement shall be construed
as if the invalid or unenforceable provision hall never been a part of it; (d) The dutics of the Borrower shall bc binding on the Borrower and all heirs, personal
,
representatives, receivers, trustees, Successors and assigns of the Borrower and, with respect to any partnership executing this Note and Agreement, each
general partner shall be bound h~reby both in such general partner's individual and partnership capacities; (e) '111is Note and Agreement shall in all respecls'
he governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania; (f) So long as Bank is the holder hereof, Bank's books and
records shall be presumed (except in the case of manifest error) to accurately evidencc at ull times all Clmounts due under (his Note and Agreement and thc
date and amount of all payments made PUfSUlIl\t hereto; (g) This Note amI Agreement shaH felllain valid uml effectivc to evidence the Line and aU advances
made hereunder despite the fact that there may oecur periods when no indebtedness is outstanding hereunder; (h) Notwithstanding tho intention not to huve
the principal amount outstanding under the Line exceed the amount for which this Note and Agreement is written, all the terms set forth herein and in tho
,
Cnllatcrull)ocuments will apply to any advance which causes the amount outstanding under the Line to exceed the stated Iimilj and (i) UACIII'ARTY TO
TillS NOTE AND MlREEMENT 11I!IU!IlY EXPRESSLY WAIVES ANY RIUIIT TO A TRIAL BY JURY IN ANY SUIT, ACI'ION OR
PROCI!EDINU, WIIErIIER A CLAIM OR COUNTERClAIM (AND WIIETIIER SOUNDINU IN TOIr!', CONTRACr OR OTHERWISE), WIIICH
REIATI~~ IN ANY WAY, DIRBCrLY OR INDIIU!CI'I,y, TO TillS NOTE AND A<H\I!EMENr, TilE RElATIONSIIII' 1~'HAnLlSHED UNDER
TillS NOTE AND AGREEMENT, '1'1 IE TRANSACI'IONS ENrERED INI'O PURSUANrTO THIS NOTE AND AGREEMBNr, OR Till! DllALlNUS
IllnWEBN THB PAlmI'S WITH RllSPEcrTO '1'1115 NOTE AND AUREEMI!Nr; '1'1115 WAIVER PROVISION IS AGREl!D TO Ill! A MATERIAL
PROVISION OF TillS NOTE AND AORI!BMI!Nr AND A MATERIAL INDUCI!MI!Nr FOR DANK TO I!NrER INro TIllS N(YIl! AND
AGREEMENr.
11. See attached addendum
Account Number,9700326
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FULTON BANK
Lancaster, Pennsylvania
'Bank'
PROMISSORY NOTE (TIME/TERM-- VARIABLE RATE)
$ ******<;n, nnn nn . Date tJc-ntJG/l 29 l'1f'1
FOR VALUE RECEIVED, lhe Undersigned promises to pay to the order of Dank at any of its banking offices, the principal sum
of FIFTY THOUSAND AND NO/IOO
DOLLARS ($ * * * * * * 5Q ,J)J2JL....QO), together with interest accrued thereon from the date hereof at lhe
rale specified below, payable as f()IJo\y~,:, 9.5 consec~tive month l y installments on account of principal and interest in the t1mount of
$6S3.85 each, beginning on N()V~1{JEI1 2.5 1?"i'1 and continuing on the ~day of each month thereafter One final
payment of all unpaid princlpal and all unpaie! accrued interest shall be due and payable on ~tEi{ 1-5 lAtJ7.
,
INTBRESI' RATI:l; Bl'FBCT or INTEI\rSr RATB CIIANGE ON PAYMENT OBLlGATION- The interest rale applicahle hereunder is lhe annual
variable rate of 1. 000 % above the annual Ooating rale of interesl designated from time to time by the Bank as its pr; mp. rRt p
and used by the Bank as a reference rate with respect to differenl rates of interest charged to borrowers.
If the interest rate ahove is a variable rate: ('I) such rate shall change automatically and simultaneously upon the effective date of any change in the
reference rate; and (2) Bank may from time to time, in its discretion and upon no Ie:;:; than 30 days' notice to the Undersigned, adjust the amount of the
monthly installments of principal and interest to be paid by lhe Undersigned on account of lhis Note, increasing or decreasing the installment to an amount
estimated by Bank to be sufficient to repay the then outstanding principal batance of this Note with interest at the rate specified abQVe in the number of
scheclulcd lIucc:csslve monthly installments then remaining under this Note.
Dank's designation fron1 time to time of Its ~prime~ rate shall not in any way preclude Bank from making loans to other borrowers at II rate which Is higher
or lower than or different from the prime rate.
All interest shall be computed for the actual number of d~ys elapsed on the basis of a year consisting of 360 days.
All payments on this Note shall be applied first to pay interest accrued on the outstanding principal balance, and any remaining amount of such payment
shall be applied to reduce the outstanding principal balance,
:LATE CHARGE- The Undersigned also promises 10 pay to Bank as a late charge and not as additional interest, an amount equal to 5% of any payment
not rcceived hy Dank on Of before the 15th calendar day after the date it was due.
rRE~A YMBNT RIGHTS, PENALTIES- If this Note is repayahle in install men Is, prepayments nlay be made, in whole or in part without penalty, only as
of an installment payment date, and each such prepayment shall equal the amount of principal included in one or more of the next consecutive installments
hecoming due, Any such prepayment shall be applied on accounl of the unpaid principal, and the number of installments payable hereu'nder shall be
correspondingly reduced but no such prepayment shall reduce the amounls of the scheduled installments nor relieve the Undersigned from paying a scheduled
inst"Umcnl on each installment payment date, until the unpaid principal with inlerest has heen paid in full.
ucnnllllln~ .. The l{,rllI "Cnllntrrnl" Inc1mles: (:1) nil re:11 nnd pernonlll propel1y of Ihe ony Ohligor (n~ herelnaCler dcnned) now or herenRer pledged, morlgnged, nMiglled or
grn.nled to Ilonk 10 llccure poyment of Ihis Note specific.nlly or oil indebledness or liabilities 10 Bnnk gcncr/llly; fllld (b) All properly of Rny nature wholsoever of the Undersigned now
or herenfler in Ihe possession of or assigned or hypothecnled 10 Blmk for /IllY puqJOse. nnd RllY bnlance or share belonging to the Undersigned of Any deposit, Agenl." or other
:lcCI\unls wHh Bank, nnd /lny olher amount which mny be owing from lime to lime hy BAllk 10 Ihe UlI(lcrsigned, The term "LlllhUlUe5~ includes (1\) all Amounts at "ny lime owing
\mdCr 1l\ls Nute (,,,chiding I\IlY rmst. present {\f Mme nd....I\IICe!; or rc...d....nm:cl\ ,,,,,d Poll s\\hslll\ltiol\s, cxte\\SiUl\S. rene'Nnts llI\\d modUicaUo-ru; hereof l\nd nit 1nterest. In\e chl\rges.
pelllllth.'s lllld fees of nny nnd olllypcs owing or jlny;\ble hereundcr); (h) nil cosl.~ And e)lpc'I.~C,~ incllrrcd by Bnnk in Ihe collectioll or cnrnrccment ofthlti NOle; (c) nil future Ildvnnces
mnd(' hy Onnk for tnxeR, levies. insurance, /Iud rcpoh1i 10 or IIlninlenllllce of Ihe Cnll:.teml: :lnd (d) nil cxlsling nod future IInbllllies of the lllldersigncd or nny of Ihem lllltfllnnding 10
Iinl1~. whether nhRolulc or eml!lngelll, direct tlr indirect, jollll. flcvernl or 1l1dcprndcnl. duo or 10 hecollle due, whelher nR drnwerl mnker, endor8er, SURrlllllor, Illll'Cty (If (llhoIWIIlO,
held Ilr III he held by HAlik for illi own A\:eollllt or AS Agelll for 1I11other or others. And even if ACtluired by WAY of AIIslcnmenl, cxccpllhnt lhe ternt .L1nblllll~. IlhnU nolirtclllde Any
{\hli~lt(i(\(\ incurred by the Undef!tl~l\ed which t\ 'consumer credit" n..\ dcfil\cd by Fcdcml t~'\erve Honrd Rcgull\Uon Z, 12'C.P.R.l 226.1 cl seq., nnd wt\lch "' Mt eltCl\\ptell {rum
thc I'LppJicntiol1 or th/ll reglllnllon. l'lle term "()hllgor~ nlcllns Ihe UndersIgned, ench surety or gunrnnlor or lhls Nole, and any olher person or entity which hIlS gmnled or in the
rltlufe grnlllslo nanlt II security IlItereslln, or lien upon, property to Secure this Nole specificnlly or Indebtedness or llnbilitles of the Undersigned to Blmk genernlly.
Colllltt'l'ol: In('orpnratlon of Security DoclIments Rights ond Rrl1'lf:dle~ .. The Collateral shnll secure pnymenl to Bank of nny llnd all amounts due under this Nole. The
Undersigned hereby grants or conOrms the gmnt to B/lnk of R security interesl in. lien upon, I\nd right of setoll against the Colh\leral. The holder of this Note shall be entUled to all
rlghls, remedies and benefits of "'ny mortgAges and oIlier security documcnts and inslrulltenls executed nnd delivered 10 Bank with respect (0 the CoJlateral (the .CoIIAteral
DoclImenls"), and all Collaleral Documenls are incorporated in thls Nole by reference. Wllhout IlmtUns- the generality of the roreaoing, the Collateral Documenta, as of the dale
hereof, include the following:
Guaranteea of George A. Sheleman and Suzanne P. Sheteman, Mark R. Parthamer and Phyllis J. parthemer
Mortgage on 2085 Aahbury Drlva, Harrisburg, Lower Paxton Township, Dauphin County, Pennsylvania; 6180 Mifflin Avenue,
Harrisburg, Swatara Township, Dauphin County, pennsylvante
Events of Default .. The occurrence of anyone or more of the following shall constitute An ~E,.ent of Default" under this Note: (ll) def",ult in payment or performance under this
Nole or under any other of lhe Linbililles; (b) breAch by the Undersigned o,r /IllY olher Ob1i~or of llny obligation or duty to Bnnk (including, wltb~ulllmitation, lhose Imposed by Any
nr the CoUnlerll1 DocullIents); (c) discovery by Onnk thnl/lny reprcscnlnlloll or wnrrnnty In /lny of lhe Cullnleral Documents or In nny finnnCJ?1 or olher stntementlllnde by the
I JmJcrsigned or tiny olher Obligor 10 Bnnlt is fnlse. misleAding or incomplete; (d) dciermination by Hnnk (which dclerminl\lion shnll be concJus!ve) tbnl n mAterlnl ndverse change
hns ()ccllrred III the financiol or business condition of the Undersigned or tlllY olher Obligor; (e) the Undersigned or any othr Obligor dies, liqUidates, mergel or ..eRSeR to ,"onduet
opern!iollfl. qr'r,"r,arcs or ",!tempts to do flllY of the fOl'e,80lng; It) the filing or COlllll,y:nc;:ell1ent by or o.nlnsl the UndcnlinO,d., r Any othor Obllaor of Any poUlIon, I\1.1Ion, CJlIO ar
proce~dhlg: vo un III)' or InvolunUlI)'. under Any slate or federnl aW regnrdln& bankruptcy. Insolvency. reorganizallon, recclversldp or dlsllolutlon, Including the Bankrupt(.")' Reform
Ad or 1978. AS Amended; (g) any nssignment for the benefil of credUors by the UndersIgned or /IllY other Obligor; (h) lhe Undersigned or any other Obligor defnults under any olher
lillie, ngreemclIl, leAse, indenlure or mortgnge or OilY lll/llerinl ohligllHoll incl~rred pl~rsllAllt Ihercio, the eITcd of which nccelernles or entilles lhe holder to ac~lerHte any mnturity
Ihercflf or which reRulls In the forfeiture by the Undersigned or /IllY other Obligor of lis rights thereunder; (I) nny property of the Undersigned or any other Obligor become., subject
10 nrlY nllAcllment, gArnishment, levy, lien, taking or condemnation; U) lhe lJlld:rsigned or any other ?bligor fails 10 furnlHh.financial or o!her In{o!'nl"tion 89 BAnk renso~a~ly
reque~L'; (k) Hny change In the officers, principnl owners or pnrtners of llle Undersigned or l\lly,ofher Obligor whlch is unacceptnble to Bank in Its sole dlScreUon; And (1) Bank, In Its
sole discretion, ~eemsltself or the ~IIHte(Jl1 insecure for any rea30n whatsoever.
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Atlarntys' Fttll Exptnsu.. The Undersigned also agrees 10 pay to Bank, upon demand at any time all costs and expenses (including reasonable attorneys' fees and legftl expenses)
Incurred by Bank in the enforcement o~the !1ndersigned's liabilities to Bank under'this Note, ' ,
Acctluallonj Rights or Dank .. Upon the occurre~ce of any Event of Default, BAnk shall have the opllon to declare to be Immediately due and payable the principal and Interest
n"c~ed on this Note and any and all other liabih,tJes, Whether or not It elects to accelerate the liabilities, Bank may setoff accounts and may exercise any rights and remedies
ngaln,~lany Obligor or the .collateral as Rlay be nVlIllable to Bnnk tinder this Note, lhe Collateri'lt Documenls, the Uniform Commercial Code or otber.appllcable law. Setoffshall be
tlc,'cmcd tll hnve occurred ll111nedintety nfter 1I11Y defnull III pnyment whether \H nolllny book or IIccounting enlt)' shnll have been made, ARer maturity, whether'by IlcceleratJon or
utht'rwl.qe. Illtere~t shall accrue Allhe lnteresltrftle specified Above, or al the ('pi ion of Dnnk nnd only nfter Ilollce 10 lite Undenlgned, nt a rate S% per nnnum AbOVe tbe Interest rale
sp~c1fkd Above, unlll nil Am,ounts due under Ihls Note lire paid, Inlerest shlll\ continue to Acerue lifter entry of judgment by confession or otberwise at the contractufjl inlerest IllIle
until all Bums due under this Note IInd under nn)' judgment Me Pllid. Blink reselVes (he rlghl (0 pruceed Ilgainst an)' Obligor and to apply proceeds of Coltateralto 1l000unls due
under thill Note or to any other UlIbililies in such amounls and in such order as Bank may in its sole discretion determine,
Mbetllnnf~lIls'. ,(1'1) The Undersigned hereby waives pre~cntmelll fur payment, notice of demand, nolke of nonpa)'llIent or dishonor, protest, notice of protest, nnd nil other notices
In conn,cellon With the delivery, acceptance, performnnce or enforcement of payment of this Note; (b) Notwithstanding nny other provision of this Nole, at no lime shall the
l.1nderslgncd be obligRted fo pay Interest hereunder nlR rate which is In excess of the mnximllm rflte pemlitted by law, and if, by the terms of this Note, the Undersigned is al an)'
IIme,obligAted to PAY interest in excess of such mnxlmuOl rnte, lhe mle of inlerest hereunder shllll be deemed immediAtely reduced 10 sucb mlUlOlum rate of interest; (c) If An)'
proVision of thi,~ Nole is for Any reAson held invalid or Illlenfon:enble, no olhcr provi~ioll shall be ItffedeJ thereby, i'lnd this Nole shall be construed l\S Uthe inVAlid or unenforceable
provlslt~n hAd ncvcr bcen II pnrt of it; (d) The dulies of the tJndersigned .~hnll be binding tlll the IlIH1cNligned nnd nll heinl, l)ecsonl\l represenll\lIves, receivers, trustees, sllccessors
and I\sslgHs \If the Undcl"l'ilgllctl And, with respcd to 11IlY pnI111l'l",~hip c,,,,cuUng thi.~ Nole, clleh gencml p:1l1ncr sh:'!1I be bOllUI.f hereby bulh In such gencml plll1ncr'lIinuivluullllllld
pnl1nershlp capAcities; (e) This Note shall in HII respeds be governed by IInd construed Inllccordallee with the laws of lhe Commonwealth of PenDsylvAnia; (f) So long as Bunk Is the
holder hereof, Bank's books And records shnll be presllmed (exceplln the CAse of manifesl error) 10 nccumlely evidence alllllllmes' allnll10unts due under this Note and Ihe dale and
IImount of All pnymenls llIade pursuant herelo; \g) If more thon one persoll executes this Note, ench Is jollltlj: Rnd several!r liable with the others execmllng Ibis Note, for allnlllOllOU
dlle hereunder; (II) 'nle Undersigned IlItends th s Nole to be 0 scoled Jnstnllllenl; (I) Any reference 10 Ihe Undersigned herein sholl be considered (0 be a reference (0 nIl or (he
lJndellilgned /lnd II reference to one or more bul less than nil of the Undersigned; (j) A fnilure on the pllrt of Bonk to exercise any of ils rights hereunder shall not be deemed n
wnlver or 1\11)' sueh rlghls or 1\ waIver of nny pllst, present or future Event of Default; (k) This Nole may not be modified, alllended, dlschnrged or wnlved, exce))t by an ngreementln
writing slgnrd hy the pn111 ngainst whom enforcement of ony SUdllllOdificlllloll, Amendment, dlsclull'ge or waivcr i~ sou8-hl; ol\ll (I) TIIIIUNIJEI\SIONED 111.fUmy EXPIUl'sSLY
WAIVES ANY RIOIfI TO'A TRIAL BY JURY IN ANY SUIT, ACI'lON OR PROCEUl.)JNG, WllETllER A CI.I\IM OR COUNTERCLAIM (AND Wlll!l'lIEIt
SOUNDING IN TORT, CONTRACI' OR,O'J'HEHWISE), WlIlCII RELATES IN ANY WAY, D1REcrLY OR INPIRBCfLY, TO TIUS NOTE, THB REl.ATIOr-tSHlP
ESTA8L1SIIED UNDER THIS NOTE, TIlE TRANSACTIONS ENTERED INTO IN CONNECI'ION WITH THlS.NOTE, OR THE DEALINGS BETWEENTIiE PARTIES
WrnI RESPECT TO THIS NOTE; THIS WAIVER PROVISION IS AOREED TO BE A MATERIAL PROVISION OF TIllS NOTE AND A MATERIAL INDUCEMEN!'
FOR BANK TO ENTER INTO TIIIl EXTENSION OF CREDIT EVIDENCED BY TIllS NOTE.
The following paragraph sets forth a warrant of attorney to confess judgment against the Undersigned. In granting this warrant of
attorney to confess Judgment against the Undersigned, the Undersigned herehy knowingly, intentionally, and voluntarily, and, with
uPIJtlrtunity for advice of separate counsel, uncondltlunally waives auy nnd all rights the Undersigned has ur may have to prior nllUee nnd
an upportunity for hearing under the respective constitutions and laws of the United Sh.tes and the Commonwealth uf Pennsylvania.
CONFESSION OF JUDGMENT .. EACH OF THE UNDERSIGNED HEREBY AUTHORIZES AND EMPOWERS IRREVOCABLY TIlE
PROTIIONOTARY OR ANY CLERK OR A'lTORNEY 011 ANY COURT OF RECORIl TO APPFARANIl TO CONFESS ,IUIlGMENT AGAINb'T TIlE
UNIlERSIGNEIl OR ANY ONE OR MORI~ OF THEM IN FAVOR OF THE HOLllIm OF TillS NOTE AS OFT'EN AS NECESSARY UNTIL ALL
L1AIIILlTIES HAVE BEEN PAIIl IN FULL, AS OF ANY TERM, FOR ALL AMOUNTS OWING (WHETHER OR NOT THEN DUE) UNDER TillS
NOn;, TOGETHER WITH cosrs OF WGAI, PROCICElllNGS ANIl A RFASONABLE ATrORNEYS' FEE FOR COLLECTION (W1HCH FOR
PURPOSES OF EXERCISING TillS WARRANT OF ATI'ORNEY TO CONI'ESS ,lUllGMENT SIIALL liE IlEEMED TO BE ~;QUAI, TO 15% (W'I'III~
SUM'OI" TilE I'RINCIPAI, PLUS IN'n:REST FOR WIIICII ,IUI)(;MENT IS TIIEN CONFI~SSEIl), WITH RELltASI~ OF ALL ERRORS, WAIVlm
(lI' AI'PltAl.~, ANIl WITHotrr STAY OF EXECtrI'lON. Tim UNlllmSIGNlm III~RlmY WAIVI~S ALl, R~;L1E~' FROM ANY ANIl ALl,
AI'PRAISEMENT, SrAYOR EXEMPTION lAWS OR RULES OF COURT NOW OR IIEREA~'mR IN EFFECT.
Witness
Witness the du
Signatures
d f' b ' Your
an year lest a eve written.
(SEAL)
Y' (SEAL)
(SEAL)
(SEAL)
(SEAL)
(SEAL)
(SEAL)
Address:3Afl1 l---l';:'l'I,..t'.,.n~lt::> nri"7,o C:::l,;l",o R ('~mr l---l'ill
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FW.ton Bank
, VISA BUSINESS CARD AGREEMENT
Maximum Amount of Une:5 20, 000
THIS AGREEMENT, dated as of this 30th day of
April
, 19~, is made by and between
Fulton Bank, a Pennsylvania banking corporation ("Bank"), and Your Golf Shop Inc
a Pennsylvania
("Company") with an office located at 3401 Hartzdale Drive Ste B. Camp Hill PA 17011
Bank and Company, intending to be legally bound, enter this Agreement to provide Company with certain Visa@ Business Card
credit card and related banking services.
1. LINE OF CREDIT. Bank shall extend to Company, subject to the terms and conditions of this Agreement, a line of credit ("Lirie")
in an aggregate amount outstanding at any time not in excess of the "Maximum Amount of Line" set forth above. The Line may
be acce$Sed from time to time only through the use of Visa Business Card credit cards issued pursuant to this Agreement
2. COMPANY ACCOUNT Bank shall issue the number of Visa Business Card credit cards requested by Company. Each credit
card shall be embossed with the name of Company and the name of an employee designated by Company ("Employee Card").
Uniess otherwise agreed by Bank, Schedule A of this Agreement shall be completed with respect to every employee autho-
rized to hold an Empioyee Card. Company may, from time to time, request Bank to issue additional Employee Cards, and Bank,
in its discretion, shall issue such Employee Cards upon receipt of a supplemental Schedule A. Each Employee Card shall bear
an individual account number which will perm" the holder to access the Line. A credit limit shall be established for each Em-
ployee Card, and the aggregate credit limits of all Empioyee Cards shall not exceed the maximum amount of the Une.
o "checked here, Bank shall send Company an aggregate monthly billing statement for the amount due for that month, which
shall be the total of all charges made through the use of Employee Cards, plus any interest and other amounts due.
o "checked here, separate monthly billing statements for each of the Employee Cards shall be sent to Company or, at Com-
pany's request, the holder of the Employee Card for reconcilement purposes. Sending such statements directly to each holder
of an Employee Card shall in no way affect the exclusive liability of Company to pay the balance shown on monthly billing state-
ments.
o "chl3cked here. the special monthly reports designated on Schedule B of the Agreement shall be sent to the Company.
The balance shown on the monthly billing statement shall be due and payable twenty-five (25) calendar days from the state-
ment billing date. In the case of purchases of goods and services, if the entire new balance is paid in full by the due date, no
interest shall accrue thereon. " such entire new balance is not paid by the statement due date, interest shall accrue on the av-
erage daily balance of purchases of goods and services at the rate provided in Paragraph 15 hereof commencing on the state-
ment due date. In the case of cash advances (if authorized under this Agreement), interest shall accrue on each such casn ad-
vance at the rate provided in Paragraph 15 hereof commencing on the date of the cash advance.
. The minimum monthly payment on the balance of each Employee Card shall be the greater of (I) five percent (5%) of the total
new balance of purchases and, if applicable, cash advances or (Ii) $25.00 plus any past due amounts and fees payable; pro-
vided, however, that if such total new balance is in excess of the credit limit established for such Employee Card, the minimum
payment due in respect of the Employee Card shall be the sum of the amount of such excess plus five percent (5%) of the
amount equal to the credit limit established for the Employee Card and plus any fees payable. All payments shall be applied
first to interest, next to annual fees and other fees, next to cash advance balances and finally to purchase balances.
3. USE OF LINE.
A. The Line is intended to be used only for the purpose of paying for travel, lodging, entertainment and other similar types of
expenses arising from Company business. Company agrees, and represents and warrants that it shall not permif the use
of the Line for personal, family, or household purposes. Employee Cards may be used to purchase goods and services,
and if not otherwise restricted by the terms of this Agreement, to obtain cash advances. Cash advances may be obtained
at any office of the Bank or at any office of a participating financial institution or through MAC'" or CIRRUS@ Networks or
through automated teller machines of any financial institution with whom the Bank has a then current interchange agree,
ment
B. 0 If checked here, use of Employee Cards is restricted to the purchase of goods and services, and it is expressly under-
stood and agreed that Employee Cards may not be used to secure cash advances from the Line.
FBP/8070 Rev. 1197
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C. Bank shall not be. responsible for the refusal of any person or entity to honor an Employee Card. Bank shall not be re-
sponsible for goods and services purchased through the use of an Employee Card, except as otherwise provided by ap-
plicable law.
4. SPECIAL BENEFITS. Company shall receive with this Agreement information describing, various special service benefits cur-
rently offered to Visa Business' Card holders. These benefits are subject to the applicabie terms and conditions described
therein and may be modified from time to time without prior notice to Company. Personal data relating to holders of Empldyee
Cards may be provided to Visa U.SA, Inc. and its member financial institutions andlor their respective contractors for the pur-
pose of providing Visa Business Card services, and each holder of an Employee Card who requests such services consents
to the release of such information.
.
5. RESPONSIBILITY OF COMPANY.
A. Company shall provide Bank with the names of the employees in whose names Employee Cards are to be issued. Com-
pany shall be solely responsible for the accuracy of such information provided.
B. Company shall be solely responsible for distribution of Employee Cards to correct holders upon receipt of such Employee
Cards from Bank and for maintaining the confidentiality of any personal identification numbers which might be assigned
to the Employee Cards.
C. Company shall immediately provide Bank with the name of any holder of an Employee Card whose authority to use such
Employee Card is revoked. Company shall collect the Employee Card from such holder, cut the Employee Card in half and
retum it promptly to Bank by certified mail to the address specified in Paragraph 17 hereof.
D. If Company is eligible for coverage by the Visa Business Card Corporate Liability Waiver Program, Company shall use its best
efforts to comply with all of the requirements related to the Program. Each eligible Company shall receive with this Agreement
information describing the special liability protection currently offered to Visa Business Card holders under such Program.
6. FEES. Company shall pay a non-refundable basic annuai fee, in the amount specified herein, for each Employee Card, which
shall be automatically charged to Company on the date each Employee Card is issued, and thereafter, on each anniversary
date of such issuance. The amount of the basic annual fee shall be equal to $30.00 for each Employee Card, if there are not
more than ten (10) Employee Cards issued or outstanding as of the date the fee is charged, or $25.00 for each Employee
Card, if there are more than ten (10) Employee Cards issued or outstanding as of the date the fee is charged. If the Company
has elected to receive any of the special monthly reports on Schedule B, Company shall pay an additional non'refundable
annual fee of $5.00 per Employee Card for a group of reports (up to a maximum of three reports per group) and $5.00 per
Employee Card for each additional group of reports (up to a maximum of three reports per group). Additional annual fees shall
be charged in the same manner and on the same dates as the basic annual fee.
7. SPECIAL FEES AND OTHER CHARGES. If Company fails to pay, in full, the minimum monthly amount payable under any
billing statement on Or before the next billing cycle date, Bank may impose a late payment fee equal to five percent (5%) of
the past due amount or $7.50, whichever is greater. If the credit limit of any Employee Card is exceeded at any time, Bank
may impose an over-limit fee of $15.00 in each billing cycle in which such credit limit was exceeded. If Company makes any
payment to Bank by a check or other draft which is subsequently dishonored for any reason, Bank may impose a dishonored
check fee of $20.00. If Company requests copies of additional records or information relating to the use of Employee Cards
under this Agreement, Bank may impose a reasonable charge for each copy. All fees and charges imposed by Bank shall be
automatically added to the billing statement
8. RISK OF lOSS. If Bank agrees to issue more than ten (10) Employee Cards pursuant to this Agreement, Company shall bear
all risk of loss for unauthorized use of an Employee Card if not covered by the Visa Business Card Corporate liability Waiver
Program; otherwise, such risk shall be allocated in accordance with applicable law.
9. FINANCIAL STATEMENTS. Annual financial statements of Company (or if Company is a partnership or sole proprietorship,
personal financial statements of the individual general partners or the sole proprietor, as the case may be) and if requested
by Bank, copies of most recent federal income tax retums of Company (or if Company is a partnership or sole proprietorship,
copies of the most recent personal federal income tax returns of the individual general partners or the sole proprietor, as the
case may be) shall be presented to Bank within one-hundred twenty (120) days after the end of each fiscal year which shall
occur during the term of this Agreement Financial statements shall be prepared in accordance with generally accepted ac.
counting principles and shall be certified by the chief financial officer of Company (or, in the case of personal financial state.
ments, signed by the individuai).
10. REPRESENTATIONS. To induce Bank to extend the line, Company represents and warrants, if applicable, that (a) Company
is duly organized under applicable law and is qualified to do business; (b) Company is in good standing in each jurisdiction
where required and has complied with all laws necessary to conduct its business as presently conducted; (c) Company has
authority, and has obtained all approvals and consents necessary to enter into this Agreement and any related agreements;
(d) this Agreement and its performance will not violate any applicable law or regulation or any other agreement, judgment,
decree or order affecting Company; (e) Company's most recent financial statements and related information furnished to Bank
are true, current and complete and there has been no material adverse change in them; (f) there are no actions or proceedings
2
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pending or threatened against Company before any court, governmental authority, arbitration board or tribunal which might
result in any material adverse change in the business or financial condition of Company; and (g) no event has occurred, and
no condition exists which, as of the date of this Agreement, would constitute an event of default, as defined in Paragraph 13
hereof.
. ' I .t
INDEMNITY. Company shalllndemmfy, protect and hold Bank harmless from and against any and all liabilities, claims, >le-
mands, or disputes, together with all costs, charges and expenses (including reasonable attorneys' fees) imposed in any man,
ner upon, Dr accruing against Bank or its successors and assigns, arising out of, Dr in any way related to Bank's performance
of this Agreement in accordance with its terms and conditions Dr any default Dr breach of the terms, conditions, and repre-
sentations of the Agreement by Company. Company agrees, at its own expense, if Bank requests, to defend any action Dr pro-
ceedings brought against Bank in connection with any such liability, claim, demand or dispute.
12. LIEN OF BANK. COMPANY AGREES THAT BANK HAS, AND HEREBY GRANTS BANK A LIEN ON, AND A SECURITY IN-
TEREST IN THE BALANCE IN ANY ACCOUNT AND ANY OTHER PROPERTY OF COMPANY IN THE POSSESSION OF
BANK OR ANY OTHER FINANCIAL INSTITUTION OWNED BY FULTON FINANCIAL CORPORATION AT ANY TIME AND
IN ANY CAPACITY AS SECURITY FOR ALL AMOUNTS DUE OR TO BECOME DUE HEREUNDER OR UNDER ANY
OTHER INDEBTEDNESS OR LIABILITY OF COMPANY TO BANK IN THE EVENT OF A DEFAULT HEREUNDER, BANK
SHALL BE ENTITLED TO SET OFF THE BALANCE IN ANY SUCH ACCOUNT OF COMPANY AGAINST ALL SUCH IN-
DEBTEDNESS AND LIABILITIES OF COMPANY, AND BANK SHALL BE DEEMED TO HAVE EXERCISED SUCH SET-OFF
IMMEDIATELY UPON THE HAPPENING OF AN EVENT OF DEFAULT WITHOUT ANY FURTHER ACTION BY BANK
13. DEFAULT. The happening of any of the following shall constitute an event of default hereunder: (a) failure by Company Dr by
any guarantor of the obligations of Company hereunder ("Guarantor') to pay any amount payable hereunder or any other
amount due to Bank or any other financial Institution owned by Fullon Financial Corporation as and when due; (b) initiation of
an action in bankruptcy or insolvency by or against the Company Dr any Guarantor or an assignment by Company Dr any
Guarantor for the benefit of creditors; (c) entry of a judgment against Company Dr any Guarantor Dr issuance of a writ of ex-
ecution or other legal process against Company Dr any Guarantor if not stayed pending an appeai, bonded Dr satisfied within
thirty (30) days; (d) failure by Company or any Guarantor, upon demand, to observe or perform the obligations of Company
under this Agreement or any other agreement with Bank Dr any other financial institution owned by Fulton Financial Corpo-
ration; (e) default by Company Dr any Guarantor in payment of principal Dr interest Dr in the performance of any other agree-
ment, term or condition of any other material obligation for borrowed money, if the effect of such defauit is to cause, or com,
mit the holder of such obligation to cause such obligation to become due prior to its stated maturity; Dr (f) if any representa-
tion or warranty made in this Agreement or in any certificate, agreement, instrument, statement or report contemplated hereby
or made or delivered pursuant hereto or in connection herewith, shall prove to have been incorrect in any material respect. In
the event of a default, Bank may immediateiy, without notice Dr demand, declare all amounts payable hereunder immediately
due and payabie, terminate any further right of Company to use the Line Dr any Employee Card and proceed to enforce all of
its rights and remedies under this Agreement or any other agreement with Company or under applicable law, all of which shall
be cumulative and may be exercised concurrently Dr successively. Upon request by Bank, Company shall cut all Employee
Cards in half and return them to Bank. The waiver of any event of defaull shall not affect any other events of default In the
event of legal proceedings to collect the amount due hereunder, Company shall be liable to Bank for all costs and expenses,
including reasonable attorneys' fees, if such proceedings are successfully maintained by Bank.
14. TERM. This Agreement shall continue automatically for an indefinite period until either party shall provide the other with fif,
teen (15) days' prior written notice of termination. The termination of this Agreement shall not affect the obligations of Com-
pany under Paragraphs 2 or 11 hereof.
15. INTEREST. The rate of interest applicable to outstanding balances due under this Agreement shall be fixed and shall not vary
during each billing cycle, but may vary from billing cycle to billing cycle. The annual rate of interest applicable to any billing
cycle shall be equal to the highest U.S. Prime Rate published in the Money Rates section of The Wall Street Journal on the
third Tuesday of the calendar month preceding the beginning of such billing cycle, plus (i) on the outstanding balance of pur,
chases of goods and services, seven percent (7%), and (i1) on the outstanding balance of cash advances (if authorized under
this Agreement), seven percent (7%).
16. MISCELLANEOUS
A. This Agreement shall be binding upon, and inure to the respective heirs, personal representatives, successors and assigns
of Company and Bank, but shall not be for the benefit of any third person.
B. Company's rights under this Agreement may not be assigned without the prior written consent of Bank.
C. Company agrees to provide Bank with its new address if it moves.
D. The Bank may amend the terms of this Agreement, in any or all respects whatsoever, at any time and from time to time,
by mailing the Company written notice at least thirty (30) days before the billing cycle in which the changes become ef-
fective; provided, however, that no notice shall be required for changes in the interest rate in accordance with Paragraph
15 hereof.
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E. All payments made by Company under this Agreement shall be made in U.S. Dollars. In the event that any purchase or
cash advance under .an Employee Card is made in another currency, the rate of exchange between the currency which
was used in such transaction and U.s. Dollars shall be either the wholesale market rate or the government-mandated rate
in effect one day prior to the processing date by Visa International on its BASE II Clearing and Settlement .System plus
one percent (1%). , !
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17. NOTICES. Any notice to Bank shall be sent to: Fulton Bank. Attention: Credit Card Dept. p.o. Box 408. East Petersburg, PA
17520. Any notices sent by Bank to Company shall be sent to the Company's address for monthly billing statements appear-
ing on the Bank's records at the time such notice is given.
18. GOVERNING LAW. This Agreement shall be governed by, subject to, and interpreted under the laws of the Commonweallh of
Pennsylvania.
19. CONFESSION OF JUDGMENT. COMPANY HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS THE PROTHONO-
TARY OR CLERK OR ANY ATTORNEY OF ANY COURT OF RECORD TO APPEAR FOR, AND TO CONFESS OR ENTER
JUDGMENT AGAINST COMPANY FOR ALL AMOUNTS WHICH MAY AT ANY TIME BE PAYABLE BY COMPANY TO BANK
PURSUANT HERETO OR PURSUANT TO ANY TRANSACTIONS EFFECTED IN CONNECTION HEREWITH, WITH OR
WITHOUT DECLARATION, WITH COSTS OF SUIT, RELEASE OF ERRORS, AND WITHOUT STAY OF EXECUTION, AND
FOR SO DOING, THIS AGREEMENT OR A COPY HEREOF VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT.
THE AUTHORITY GRANTED HEREIN TO CONFESS OR ENTER JUDGMENT AGAINST COMPANY SHALL NOT BE EX-
HAUSTED BY ANY EXERCISE THEREOF, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL ALL
AMOUNTS WHICH MAY BE PAYABLE BY COMPANY TO BANK ARE PAID IN FULL
IN WITNESS WHEREOF, this Agreement has been executed and delivered as of the date first written above.
ACor Witness: !\Si~ b~IOW
B~ . \\J ~
Your Golf Shop Inc
(COMPANY)
Taxpayer Identification Number X '25" I 80S '5 i I
By: X ~~
Till.!.' ,4~~..,~
Title:
Title:
Title:
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FULT~K Approval
By: X "'-~ '
Tille:
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Fultori. Bank
People dedicated to your sUccess..
P.O. BOX 4887 . LANCASTER~ PA i 7t04
SCHEDULE A
VISA BUSINESS CARD CREDIT CARD RECIPIENT(S)
Date: April 10
, 1921L
Please have Visa Business Card credit cards in the name of
Your ('",If Shop Tn"
issued to the following:
CARDHOLDER
CREDIT LINE
Mark Parthemer
$10,000
$10,000
George Sheleman
I/WE hereby authorize the above designated employees to have Visa Business Card credit cards
in the name of Y OUT ('",If Shop Tnc
, _ ~pany Name
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fir n -; .t?__--'r
Title
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Name (Please print or type)
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Signature
Name (please print or type)
Title
disc2.yourgolf.arnk
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FULTON BANK,
Plaintiff
: IN THE COURT OF COMMON PLEAS
: CUMBERLAND COUNTY, PENNSYL VANIA
vs.
: No.
YOUR GOLF SHOP, INe.
Defendant
TO: YOUR GOLF SHOP, INC.
3401 Hartzdale Drive, Suite B
Camp Hill, Pennsylvania 17011
You are hereby notified that on (ft ~.. ..) r;:
was entered against you in the sum of $ I ~!I' '7 t. 9. 2 7
costs of suit. .
, 2000, judgment by confession
in the above-captioned case, plus
Date:(!)~ J.~ d,(.-v<J
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/s/ (l,,,L.' /1-.,E~. 0'" .
Pr6thonotary Q
YOU SHOULD TAKE THIS PAPER TO YOUR LA WYER AT ONCE. IF YOU DO NOT
HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET
FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP.
Lawyer Referral Service
Cumberland County Bar Association
Carlisle, PA 17013
(717) 249-3166
1-800-990-9108
20-531/16564
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- NOT SERVED
CASE NO: 2000-07531 P
COMMONWEALTH OF PENNSYLVANIA
COUNTY OF CUMBERLAND
FULTON BANK
VS
YOUR GOLF SHOP INC
R. Thomas Kline
, Sheriff
, who being duly sworn
according to law, says, that he made a diligent search and inquiry for
the within named DEFENDANT
, to wit:
YOUR GOLF SHOP INC
but was
unable to locate Them in his bailiwick. He therefore returns the
CONFESSION OF JUDGMENT
COMPLAINT & NOTICE
NOT SERVED , as to
the within named DEFENDANT
, YOUR GOLF SHOP INC
DEFT. IS NO LONGER IN BUSINESS AT ADDRESS
STATED, NO FURTHER INST. RECEIVED FROM ATTY, PAPER ~XPIRED ON 11/24/00.
Sheriff's Costs:
Docketing
Service
Not Served Return
Surcharge
18.00
8.68
5.00
10.00
.00
41.68
~
R. THOMAS KLINE
SHERIFF OF CUMBERLAND COUNTY
CALDWELL & KEARNS
12/11/2000
Sworn and subscribed to before me
this 1'1 ~ day of ~
:urn) A.D.
(J,~~{27Yutt) ~
Prot 0 otary /
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FULTON BANK,
Plaintiff
vs.
: IN THE COURT OF COMMON PLEAS
: CUMBERLAND COUNTY, PENNSYLVANIA
lrV - ') $'31 ~ T;..
: No. ~
YOUR GOLF SHOP, INe.
Defendant
NOTICE
TO: YOUR GOLF SHOP, INC.
3401 Hartzdale Drive, Suite B
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Camp Hill, PennsylvaUla 1[7011
A judgment by confession has been entered against you in Court. If you wish to open the
judgment or otherwise attack the claim set forth against you in the following pages, you must
take action as soon as possible after this Complaint and Notice are served, by entering a written
appearance personally or by an attorney, and filing in writing with the Court your defenses or
objections to the judgment entered against you. You are warned that if you fail to timely do so,
you may be foreclosed and not able to do so at some alternate date and execution may be issued
against you without further notice. You may lose money or property or other rights important to
you. ~
By
YOU SHOULD TAKE THIS PAPER TOYOUR LAWYER AT ONCE. IF YOU DO NOT
HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE
OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP:
Lawyer Referral Service
Cumberland County Bar Association
Carlisle, PA 17013
(717) 249-3166
1-800-990-9108
2
TRUE COPY FROM REC.oRD
In T estlrrlllITy W!'lI!ll'OO!, I he;'lll.l:lln !Ill! ,rry n.a110
a.t'~ th~) s~!ai of sak~ Court at e;jfU.. ~.
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FULTON BANK,
Plaintiff
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PENNSYL V ANlA
vs.
No. f>.o, 7631 ~ T JlA-.
YOUR GOLF SHOP, INe.
Defendant
TO: YOUR GOLF SHOP, INC.
3401 Hartzdale Drive, Suite B
Camp Hill, Pennsylvania 17011
A judgment in the amount of $128,76957 has been entered against you in favor of the Plaintiff
without prior notice and hearing based on a Confession of Judgment contained in a written agreement or
other paper allegedly signed by you. The Sheriff may take your money or other property to pay the judgment
at any time after thirty (30) days after the date on which this notice is served on you.
You may have legal rights to defeat the judgment or to prevent your money or property from being
taken. YOU MUST FILE A PETITION SEEKING RELIEF FROM THE mDGMENT AND PRESENT IT
TO A mDGE WITHIN THIRTY (30)DA YS AFTER THE DATE ON WHICH THIS NOTICE IS SERVED
ON YOU OR YOU MAY LOSE YOUR RIGHTS.
YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE
A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH
BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP.
Lawyer Referral Service
Cumberland County Bar Association
Carlisle, PA 17013
(717) 249-3166
1-800-990-9108
Respectfully submitted,
CALDWELL & KEARNS
Dated: C)JJ.."\(l\((\..\U0
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FULTON BANK,
Plaintiff
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PENNSYLVANIA
vs.
No. 6v.1,,3t Cu:-.:t Tv-
YOUR GOLF SHOP, INe.
Defendant
CONFESSION OF JUDGMENT COMPLAINT PURSUANT TO Pa. R.c.P. 2952
AND NOW, comes the Plaintiff, Fulton Bank, by and through its attorneys, Caldwell &
Kearns, who makes the following Complaint and states in support thereof as follows, to wit:
1. Plaintiff, Fulton Bank, is a Pennsylvania Bank and Trust Company duly incorporated
and existing under the laws of the Commonwealth of Pennsylvania. Plaintiffs principal place of
business is located at One Penn Square, Lancaster, Lancaster County, Pennsylvania, 17604. Plaintiff
does regularly conduct business within Cumberland County, Pennsylvania.
2. Defendant, Your Golf Shop, Inc., is a corporation organized and existing under the
laws ofthe Commonwealth of Pennsylvania, currently having its principal place of business located
at 3401 Hartzdale Drive, Suite B, Camp Hill, Cumberland County, Pennsylvania 17011.
LINE OF CREDIT NOTE:
3. On or about November 10, 1998, Defendant Your Golf Shop, Inc. did enter into a
Line of Credit Note and Agreement with Fulton Bank in the amount of $50,000.00. A true and
correct copy of said Line of Credit Note and Agreement is attached hereto, marked Exhibit "A",
and made a part hereof by reference thereto.
4. This obligation required monthly payments on the first day of each month until all
sums due under the Line of Credit Note and Agreement had been paid in fulL
5. No payments have been made for January 1, 2000 through the present and the entire
obligation is now due and payable.
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6. The balance due on the obligation is as follows:
Principal
Interest through 09-27-2000
Late charges as authorized
$50,000.00
$ 3,727.43
$ 333.79
Total
$54,061.22
It is noted that the Note carries a per diem interest of$14.23 ,per day, after September 27,
2000.
PROMISSORY NOTE
7. On October 29, 1999, Your Golf Shop, Inc. did enter into a Promissory Note with
Fulton Bank in the amount of $50,000.00, A true and correct copy of the Promissory Note is
attached hereto, marked Exhibit "B" and made a part hereof by reference thereto.
8. This obligation required monthly payments in the amount of$653.85 commencing
on the 25'h day of November and continuing on the 25th day of each month thereafter until all
unpaid principal and interest had been paid in fulL
9. No payments have been made for Apri125, 2000 through September 25,2000,
and the entire obligation is now due and payable.
10. The balance due on the obligation is as follows:
Principal
Interest through -09/27/00
Late charges as authorized
$48,694.64
$ 2,643.42
$ 377.28
Total
$51,715.34
It is noted that the Note carries a per diem interest of $14.20, per day, after September 27,
2000.
VISA BUSINESS CARD AGREEMENT
11. On or about Apri130, 1998, Your Golf Shop, Inc. did enter into a Visa Business Card
Agreement with Fulton Bank in the amount of $20,000.00. A true and correct copy of the Visa
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Business Card Agreement is attached hereto, marked Exhibit "c" and made a part hereof by
reference thereto.
12. The Agreement provided during each billing cycle ofthirty (30) days to pay minimum
monthly payments.
13. No payments have been made since December 29, 1999 and, the balance thereon
presently stands at $20,493.01.
SUMMARY
14. The total aforementioned three obligations, are all in default, which default totals
$126,269.57.
15. Plaintiff, Fulton Bank, has made repeated demands for payment on the aforesaid
obligations from obligor, Your Golf Shop, Inc., and Guarantors, but, the Guarantors have failed
and/or refused to cure said default or pay any further sum or portions thereof on the various
obligations.
16. As stated by virtue of the terms ofthe various notes, all the obligations are fully
now due and demand for payment is made therefore.
17. Judgment has not been heretofore made on these obligations in this or any other
jurisdiction with regard to Defendant Your Golf Shop, Inc..
18. The obligations hereinbefore identified were all obtained for exclusively business
purposes.
19. The Defendant is not a member of the armed forces of the United States or its
allies.
20. Demand is also made forreasonable attorneys' fees in the amount of$2,500.00 as
authorized in the various loan Agreements.
WHEREFORE, Plaintiff, Fulton Bank, demands judgment against Defendants in the
amount total of$126,269.57, and attorneys' fees in the amount of$2,500.00, costs of suit and
accruing interest after September 27, 2000.
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Date: a(~\ 7. \'(L~
20-53V16564
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Respectfully submitted,
By:
3631 North Front Street
Harrisburg, P A 17110-1533
(717) 232-7661
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FULTON BANK,
Plaintiff
vs.
: IN THE COURT OF COMMON PLEAS
: CUMBERLAND COUNTY, PENNSYL V ANlA
: No. ov- '7$'3/ CwJ. T ~
YOUR GOLF SHOP, INe.
Defendant
CONFESSION OF JUDGMENT
Pursuant to the authority contained in the warranty of attorney, as contained in the Guaranty
Agreements, a copy of which is attached to the Exhibits ofthe Complaint filed in this action, I appear
for the Defendant and confess judgment in favor of the Plaintiff and against Defendant as follows:
Line of Credit Note:
Principal
Interest through 09-27-2000
Late charges as authorized
$50,000.00
$ 3,727.43
$ 333.79
Total $54,061.22
Promissory Note:
Principal
Interest through -09/27/00
Late charges as authorized
$48,694.64
$ 2,643.42
$ 377.28
Total $51,715.34
Visa Business Card
Agreement:
Total Amount Due
$20,493.01
Line of Credit:
Promissory Note:
Visa Business Card Agreement:
Attorneys' Fees
Total
Total
Total
Total
$54,06L22
$51,715.34
$20,493.01
$ 2.500.00
$128,769.57
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10/20/2000 09:41 FAX 717 232 2766
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€ALDWEL'L & KEARNS
~003
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VERlFICA TlON
I, ClintM. Miller, Vice President ofFulton Bank, who, having authority to execute this Verification
on its behalf, verify that the statements and averments contained in the foregoing Complaint by Confession
of Judgment are true and correct upon my personal knowledge, information and belief I understand that
false averments herein are made subject to the penalties of 18 Pa. e.s. ~4904 relating to unsworn
falsification to authorities.
FULTON BANK:
By:
CQ3~~
Clint M. Miller
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******50,000.00
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Lancaster, Pennsylvania
tV~q70()3)~, - 0/0/
Dale J'40!l'l
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'Bankl
Line of Credit Note and Agreement
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POR VALUE RECHlVED, Y9J!LGOJL!ih<?PI_.~!l<::,-..,..___..____. ._
(the HnorrowerH) promises to pay to the order of Bank indIcated above at any of its banking offices, the principal sum of FIFTY T.HQI1SANJJ_
_.JJ.tlP-tlQj.JJ)Q __.._____._.:.__________
DOLlARS ($.!:!!...~.* *_!t'_5.0,.J",Q 0 Q..., Q Q, ,.. ), or such lesser or grcater principal amount llS may he outstanding from time 10 lime under this I.inc of
Credit Note and Agreemenl (the HNotc and Agreement") as shown on Bank's records, payahle on DEMAND by Bank, with interest at the rate specified below.
. INTERIlc;T RATl! ... The Interest rale Is the annual vllriahlc rate of .0 ..",7,5~.k ahove the annual noaling fale of Inlerest designated from lime 10 time
by the Bank as its_pr.imLra.te __ and used hy Blink as a reference rale with respect to different rates of interest charged to borrowers.
Accrued intcrest shall be payablc monthly on Ihe-1li- day of each nlonth until all sums due under this Note have been paid in full and the credit
availability evidenced hereby has expired or been lerminated.
The inlerest rale shall change aulomatically and simultaneously upon the efretlive dale of Bank's designation of any change in Ihe reference rate.
Bank's designation frOM tiMe to time of ilS "prime" rate shall nol in any way preclude Bank from making loans to other borrowers at a rale which is higher
or lower than or different from the prime rate.
All interest shall be computed for the aclual number or days elapsed on the basis or a year consisting of 360 days,
MANDATORY PRINCIPAL PAYMENTS .. The Borrower promises to make a payment of principal sufficient to cause the outstanding
principal amount to be reduced to a zero balance for a period of thirty (30) consecutive days during each fiscal year of
the Borrower, commencing with the first full fiscal year occurring after the date hereof.
LA'I1! CI1AROU .. The Borrower also promises to pay 10 Bank as a lale charge and not as additional interest, an amount equal to 5% of any payment nol
received by Bank on or before the 15th calendar day after the dale it was due.
The fllllowll1j:t paragraph sets forth a warranl of II110rney 10 confess Judwuent lI~8lnst the Borrower. In gtantinJl: this warrant of aUorney to confess
judWlltnl 8~nlnsl the lIorrower, the Burrower herehy knuwinAly, Inlenllonlllly, vClluntnrlly, Hnd, with opporlunlly fur advice of separate tllunsel,
untllndlllflnll.lly wlllveti any Rnd all rlj,thls Ihe lJorrnwtf hlls ur may hllve III prillr notice lint! un oppurtunlty for he8rin~ under lhe respeclive conslilution.~
nnd law", IIf lhe United SllItes and the <':ommonwenllh IIf I-ennsylvllulll.
CONIIF.SSION Oil JUDGMENT .. THE naRROWER IlERIIllY AlfruORIZI~S ANlJ EMI'OWF.RS IRRF.VOCAlILY TilE PROTHONOTARY OR
ANY CLlmK OR ATI'ORNEY (W ANY COURT ()Ir' RECORlJ TO AI'I'tCAR ANll TO CONFESS .IUI)(:MI~NT AGAINST Tim nOIUlOWI~R IN FAVOR
OF TilE 1I0Llll~R OF TillS NOTI~ AS ()to.t'EN AS NECESSARY UNTIL ALL LlAllILlTIES IIAVE ttLmN l'AlIllN FULl. AS 011 ANY TEll.M, FOR ALl,
AMOUNTS OWING (WIlIITIIIlR OR NOT TIIRN IlUE) UNDER TillS NOTE ANlJ AGRlmMF.NT, TOGF.1'IIF.R WITH COSTS 011 LEGAL
I'ROClmlJlNGS ANll A RlCASONAnuc A'ITOltNEYS' FEE FOR COLUCCI'ION (WIIICII FOIl l'URI'OSES OF EXlmCISING TillS WARRANT 1H'
A'ITORNEY TO CONFESS ,lUlJGMENT SIIALL liE IlEEMlm TO liE EQUAL TO 15% OF TilE SUM (H'TIlI~ l'IUNCII'AL I'LUS INTERESI' FOR
WIIICIl ,llJllGMENT IS TIIRN CONFESSEIl), WITU RELI,:ASE OF ALl, ERIlORS, WAIVER OF API'F.ALS, AND WI'I'IIOIfI' SI'AY OF
EXECtJI'ION, TIII~ 1I0llROWlm IlImllllY WAIVI':S AIL IlELIIW FIlOM ANY ANlJ ALL AI'I'llAISI~MI~NT, STAY OR EXEMI'1'I0N lAWS OR
RULF.S OF COURT NOW OR IlER~:A~.t'ER IN IWFEel',
'lne terms and conditions staled on the reverse side and lhe pages attached hereto are incorporatcd here by reference.
Witness Slgnalures
Witness lhe due execution of this Note
and Agreemenl under seal on the day and
year fil'st above wrltlen.
Your Golf Shop, Inc,
B,l~9'
Yir'I-tle: r~~
(SEAL)
f/tG5 /Pe. .tJ;-
(SEAL)
(SEAL)
(SEAL)
(SEAL)
(SEAL)
(SEAL)
(SEAL)
Address: 3401 Hartz Drive, Camp Hill, PA 17011
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YEAR 2000
ADDENDUM
In addition to the terms and conditions set forth in the General Loan AgreementlLine of
Credit Note and Agreement/Promissory Note attached hereto, the Borrower agrees that the
following terms and conditions shall be in effect until June 30, 2000:
1. Representations and Warranties Related to the Year 2000 Problem. The Borrower represents
and warrants to the Bank that in response to a request by the Bank, it has provided the Bank
with information regarding the actions and plans of the Borrower to identifY, evaluate and
manage the risks which might affecL the Borrower and its business related to the potential
problem of certain computer and other electronic information processing systems not being
able to recognize the dates "January 1,2000" and "February 29,2000'; (the "Year 2000
Problem"), which information is true, correct and complete in all material respects.
2. Covenants Related to the Year 2000 Problem. The Borrower covenants and agrees that the
Borrower shall:
a. Additional Information. Provide to the Bank, promptly upon request, periodic
updates and other information regarding the Borrower's actions and plans related to
the Year 2000 Problem (including any written reports of audits or assessments of the
Borrower's actions and plans prepared by any third party) and notifY the Bank in
writing promptly after becoming aware of any change in information previously
provided to the Bank which would cause such information to be false or misleading in
any material respect, including, but not limited to, the failure or inability of the
Borrower to adhere to a previously established timetable for successfully completing
the renovation, validation and certification of all computer and other systems essential
to the conduct of the Borrower's business which might be alrected by the Year 2000
Problem,
b. Actions. The Borrower shall take all reasonable actions which are necessary or
appropriate to manage the risks which might affect the Borrower and its business
related to the Year 2000 Problem, including, but not limited to, ensuring that sufficient
resources are committed Lo complete in a timely manner the renovation, validation and
certification of all computer and other systems essential to the conduct of such
business.
3. Events of De fault Related to the Year 2000 Problem, In addition to any event of default under
the Note or any of the Collateral Documents, iL shall be an event of default if there shall have
been any material breach of the representations and warranties set forth in this Addendum or if
the Borrower shall fail to observe or perform any of the covenant; set forth in this Addendum
and such covenants shall remain uncured more than fifteen (15) days after the Bank shall have
given the Borrower written notice of such failure.
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Line o[ Credit Note and Agreement (Continued)
This Note Dnd Agreement evidences the Borrower's, liabilities and obligations to Bank in connection with a line of credit (the "Line") nol to exceed in the
aggregate at anyone time the face amount of this Note and Agreement, which shull be available to the Borrower upon the following terms and conditions:
, . .
IX] If checked here! the Line shall he a revolving line of credit under which nurrower may borrow! repny and rcborrow amounts not to exce~lI ;n the
aggregate at anyone time the face amount of tile NOle [lnll Agreement.
lZJ If checked here, no amount tihall be outtitanding under the Line for a period of thirty (30) consecutive days during each fiscal year of the Darrower,
commencing with the first full fiscal year occurring after the date hereof.
o If checked here! Ihe Line shall be a non-revolving line of credit under which Borrower may borrow amounts not 10 exceed in the aggregale the ftlce
amount of the NOle and Agreement I
L Dennltlons n As used herein, the following terms shall have the meanings indicated, unless the context otherwise requires:
a. Borrower.. The term "Borrower" means each and anyone or more of the persons or entities executing this Note and Agreement including, in the
case of any partnership, all general partners of the partnership individually and collectively, whether or not such partners sign this Note and Agreement,
anll if more than one narrower executes this Note and Agreement! all such Borrowers are jointly and severally liable.
b. Colhtlernl u The Icrnl "Collateral" includes: (I) all reul and personal property of any Obligor (as hereinafter defined) now or hereafter pledged,
mortgaged, assigned or granted to Bank to secure payment of this Note and Agreement spedfically or all indebtedness or liabilites to Dank generally; and
(2) all property of any nalure whatsoever of the Borrower now or hereafler in the possession of or assigned or hypolhecated to Bank for any purpose,
and any balance o~ share belonging 10 the Borrower of any deposit, agency or other accounts with Bank, and any other amount which may be owing from
time to time hy Bank 10 lhe Borrower.
c. Collnlerul Documenls .- The term "Collateral Documents" means all mortgages, security agreements and other documents and instruments
executed pnd tlelivered to ll11nk with respect to the Collateral,
tI. L1nbllllles~. The tl:l'O\ "Liabilities" includes: (I) 11.11 amounts at any time owing under this Note and Agreement, including tiny pasl! present or
future advances or readvances and all substitutions, exLensions, renewals and modifications hereof nnd all interest, late charges, penalties and fees of any
nnd alltypc:.s owing or pnynble hereundcfj (2) aU costs and expenGes int'urrcd by Bunk tn the collection or cnforccm~nt of this Note and Agreement: (~)
all future advances made by Bank for laxes, levies, insurance and, repairs to or maintenance of the Cullateral; and (4) all exisling and future liabilities of
the Borrower outslanding to Bank! whether absolute or contingent, direct or illdirctt, joint, sever,,1 or indepcndent, due or to become due, whelher as
drawer,. maker, endorser, guarantor, surc:ty or otherwise, held or 10 he held by Bank for its own w.:count or as agent for another or oLhers, tlnd even if
acq~ircd by way of assignn~ent! exccplthat the term "Liabilities" shull nuL include uny ollligalion incurred by the Borrower which is Kconsumer cretlit" uS
uefil1Qd by Federal Reserve Boord Rcgul[ltion 1., 12 C.P.R. 5 226, t ct seq., and which is not exempted from the application of that Regulation.
e. ObllNor u 'rhe term "Obligor" meUl\l~ the Borrower, euch surety or gUllrunlor of lhis Note and Agreementl Bnd any other persoll or entity which has
granted or in the future grants to Bank a security interest in, or lien upon! property 10 secure this Note and Agreement specifically or Indebtedness or
liabilities of the Borrower to the Bank generally.
2. Line tlr Credit AvaUnbllity -- Prom the date hereof and prior to demand by flank, suhject 10 the lerms and conditions of this Nole and Agreement!
Borrower OlDY borrow hereunder. Borrower shall have thc righl voluntarily to prepay without penally or premiumj at any lime and from time to time, any or all
portions of the: principal balance outstanding under the Line; provided IhaL accrued interest upon the amount prepaitl shall be paid at lhe time of any such
prepayment. Iharrower ucknnwledRes and lIJ{rees Ihat no provision hereof, nor nny course of dellllng In conne'dion hnewlth, shull be deenled to create or shall
Imply the exhlence or llny commlhuenl on the purl (It Blink 10 muke lulvunces hereunder. Hunk sholl huve no /iuch cummlln.enl or obl,lgullon. Euch advance
shull he made solely al nank's discrellon.
3, I~rocedllres tor nnrrowlnR n Bank agrees unlil further notice from Hank that, upon Borrower's request by telephone trolll time to time from ehher
th.. preaidentIChief..,Executiye,Off!cer..._ ..___ or ..,Chief.. Operating..Officer,_.
,.__S\l~enn~..P,.Sh~J.,~l1\!'\IL_......_... _" or . ,_.______.,_....__.___...._.
of Hurrower to borrow money under the Line, Bank will lend and forthwith credit Borrower's demand ,deposit account number
# ..1219,~ 29BB 0.. ....". _...._,,,".__ with Bank ("Account") such SUtllS of money flS lllay he mulually agreed upon hy telephone. Such a re,)uest shall be deemed
to ronstitute a representation by Borrower thai all of the conditions set forth in Section 5 hereof have been satisfied.. Borruwer agrees to forward written
evitlence of such request for advances by mailing on the same day a tetter of confirmation signed by Ihe_Er:es.identJ.~h; A'f 'Ryp,~llr.iYa
OfficeLCr-ChieLOper.atinQ_Off.icer....or__SuzEirfh'lE!fopc.r C'e&{iJwi:Bm&t~ amount so borrowed. Pending receipt of such letter by
nank in the ordinary course of the mails, OilY sums of money borrowed by telephone in tl.ccordance with the foregoing arrangements shall immediately be
plllced tu Borrower's credit in Borrower's Account. Bank will forward written ad.vicc of such credit to Borrower. In the event thai Bank tloes not n:ceivc lhe
requiretl confirming letter within three (3) business days of the dale of rcquest, nank shall have the right to tlebit Borrower's Account, or any other account of
Borrower al Bank if funtls in the Account arc insufncienl, for the unconfirmed borrowings anti apply the debited amount to the principal batance outstanding
under the Line.
4. Representations and Warranties - The Borrower hereby makes the following representalions and warranties as of this dale and as of the making or any
advances hereunder and continuing lIntll all amounts outstanding under the Line have been paid in full:
n. Orl'!.anI1.ftlllln.~ If the Borrower is a corporation or II parlnership: ('1) the Borrower is July organized, validly existing and in good slantling under
Ihe luws uf the jurisdictIon in which lhe Borrower is incorporaleJ or was formed; (2) the Borrower has thc power und authority to own its properties aniJ
assets anti to carry on its business 1IS now being contluctedj and (3) the Borrower is <lualifieu to do business in every jurisdiction in which it is required 10
qualify to do business.
b, Due Aulhorizltllon -- If the Borrower is a corporation or a partnership, the exccution, dclivcry and performance of this Note and Agreement, the
Collateral Documents and all other documenls and instruments executed nnd delivcred to Hank in connection herewith and lherewith haye been duly
authori7.ed by all requisite corporate or parlnership action.
c. ConOirtlnR Instrumenls n The execution, delivery anti performance of this Notc anti Agreement, the Collateral Documents and all olher
documents and inslrumc;nts cxecutcd and delivered to Blink in connection herewith and therewllh will not: (I) violate any provision of law! any order of
any court or governmental agency, the charter documents and bylaws or partnership agreelll..:nt of the Borrower! or any provision of allY indenturc,
agreelllent or other inslrument bintllng UpOll the norrower or uny of its properlies 01' ussctli; (2) l'ont1ict with or result in a breach of or (with due notice
(If l[lpse of time) a dcfaull under any indenture, agl'eement or other instrument binding upon the Borrower or any of its properties or assets; or (3) result
illlhe creation or imposition of any lien, charge or encumbrance of allY nature whatsoever upon any of tilt: properties or assets of the Borrower, except in
favor of Bank,
d. Validity; Binding Nature - The Borrower has the power to execute, deliver and perform this Note and Agreement and the Collateral Documents!
al\d when executed and delivered, this Note and Agreement and the Collateral Documents will be valid anlI binding obligations of the Borrower,
enforceable in accordance with their terms, except as enforceability may be Iimitetl by bankruptcy, insolvency or other similar laws affecling the
enforcement of creditors' rights generally.
e, Lillgulion -~ Except as disrloseu in writing to Bank! there is no action! suit ur procceding al law or in equity by or before any governmental
instrumenltllity or agency pending or! to the knowletlge of the Borrower, threatened by or againsL or affccting: the Borrower or any of the Borrower!s
properties or righls which, ir determined adversely 10 the Borrower would impair the Borrower's right to carry ort its business as now conducted or would
adversely affect the Borrower's financial condition, business or operations.
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f. Authorization and Consenl n No authorization, consent, approval, Iice~se or exemption of, and no regulation, qy.alification, designation,
declaration or filing with any court,or governmental department, commission, board, bureau, agency or instrumentalHYI domestic or foreign, is necessary
to the valid execution, deH~ery or performance of this Note and Agreement, the Collateral Documents or any other documents or instruments executed
and delivered to nank in connettion nere-.vith or therewith,
.. .
g. Flnanclal Condllion n The most recent financial statements of the norrower delivered to nank are true and correct and represent accurat:ly and
completely the Dorrower's financial condilion as of the date thereof and the results of iLS operations for the periods indicated and show all known
liabilites of the norrower! direct or contingent, as of the date thereof. Since the date of such financial statements, there has been no material adverse
change in Ihe financial condition of the Borrower or in its operations, business, prospects or properties, and since such date, lhe narrower has not
incurred, other than in the ordinnl'Y course of husiness, !.Iny indcbLcdnes!:, Ilullilities, Obligation" or commitments.
h. Contpllsnu with IAtws .. The Borrower is not in violation of or subject to Clny conlingentliability on account of any law or any order or regulation
issued hy any courl or governmental aUlhority, sLaLe or federal, including, wilhout limilation, the Employer Retirement Income Security Acl of 1974, as
amended C'ERISAH), lhe Internal Revenue Code of 198(1, us amended (Lhe "Code"), any applicable occupational and health or safety law, environmenlal
protection or pollution conlrollaw or hazardous waste or toxic substances management! handling or disposal laW.
5. Condllllln.'\ I'recedent u The narrower's ability In request an advance hereunder is subjccL to the performance by the Borrowcr of the obligntion to be
performed by the Borrower under this Note and Agreement, under the Collateral Documents and under the other documents and instruments executed in
connection herewith and therewith on or before the date of each advance hereunder and also La the satisfaction of the following additional conditions:
a. The represenlations and warranties contained in this NOle and Agreement and in the Collateral Documents shall be true on and as of the dale of
each advance hereunder with the same effect as though each such representation and warranty was made on and as of the date of each advance
hereunder;
b. The conditions, if any, specified in the Collateral Documents and in any document or instrument amending, modifying or supplementing this Note
and Agreement shall have been fulfilled.
6. Amrmallve Co\'enantll.. The Borrower hereby covenants and agrees that so long as any of the Liabilities or any other o( Borrower's obllllalions to Bank
created pursuant to this Note and Agreement or any of the Collateral Documents are outstanding or unperformed, the Borrower shall, except as Dank may
otherwise agree in writing:
a. Financial Statement,Ii .,AnnulIl .. Furnish to Bank! within 120 days after the end of each fiscal year of the Borrower, a balancc sheet amJ incomc
statc.mcnt, consolidated and consolidaling and wilh a reconciliation of surplus for such fiscal year, and selling forlh in comparative form the
corresponding figures for the preceding fiscnl year, nit tn reasonable delail und all prepared by an inde?C-ndenl! certtried public accountant tatisfactory to
Bank, in conformity with generally accepted accounting standards consistently applieu.
b, FinHnclal InComutllun & Other u FUfl\i~h 10 Bank eadl finunda! I'ilateOlent or cerlHicate required 10 he delivered by the norrower to Bank
pursuanl 10 any amendment or supplement to this Note and Agreement, and such Olher information concerning lhe Borrower's financial or business
afrlliirs as Oank may from time 10 time require.
c, Ilroperty~. Maintain, preserve ~nd keep all of its properlies in good repair, condltion and working order and make or cause to be made aU
renewals, replacements, substitutions, additions llnd improvements thereto necessary or appropriate to properly preserve and maintain lhe efficiency of
all such properties.
d. Taxes and Assessments - Pay and discharge alllaxes, assessments and governmental charges levied upon or assessed against the Borrower or its
properties or income prior to the date any penalties are BuacheLl thereto,
e, Litigation u Notify Bank promptly of the commencemenl of any maleriallitigation, arbilration or governmental proceeding affecting the Borrower,
and notify Bank of any governmental investigation or lubor dispute pending, or to lhe knowledge of the Borrower, threatened, which could interfere with
Ihe normal operanons of the Borrower'!> husincl\l'i or ml:lleriully udversely IIffect the Borrower's finuncial cllnuition, hUl\iness or operalions.
r. lIooks and Ilecords u Maintain and keep proper rel'urds al\d books of account in conformily with generally Hccepted accounting standanJs applied
on a consi'i1ent basisl which shllll accurul'cly and l'umpletcly rellel.t the Borrower's business, operations and affairs,
g. Access to Ilooks, R~cords Hnd I'rupetties .. l'crmil of Ticer Ii, employees and other representatives of Bank to visit and inspect the Borrower's
properties and to examine the Uorrower's books and reconJs! und ::;hull discuss the Borrower's ar:CGUnIS, finances! business and affairs with Bank
representalives, during normal business hours and liS often as HUllk nlay request.
h. Flnttnl'lnllnrormttllnn. GUI\ranfors .. Cause any guaranLor and any surety of the Liabilities to submit to Bank personal and business financial
statements conlaining such financial information as Bank may fromtil11e 10 time reLJllcst.
i. Other ()hIlRlltlun~ .. MainUlin in a currenL stalus all of its obligations, however incurred including, without limitation, obligations for borrowed
money or for services or goods purchased by the Borrower, and not amend or moJify any existing agreement with any person or enlity in any manner
materially adverse to the Borrower.
j, UUllllness Operatlons..~ Maintain thc Management, including management personnel, of its business as It currently cxists and is currently conducted,
shull not cngage In any line of busincss other than those in which lhe Borrower is actively engaged as of the date of lhis Note and Agreement, and shall
not establish any partnership, subsidiary, corporntion, joint vent ure or other form of business combinalion,
k. Compliance With Laws..- Comply with all laws and all rules, regulations and orders issued pursuant thereto including, without limitalion, ERiSA,
Ihe Code, any applicable occupational and health or safety law, environmental protection or pollution control law or hazardous waste or toxic substances
management, handling or disposal law.
\, Inslimnce.. Keep all of its properties, real and personal, now owned or hereafter acquired, insured at all times against loss or damage by fire and
extended coverage risks and other hazards customarily insured against, shall main lain liability insurance and such other insurance coverage required by
BUI\k or by law, with corriers and in amounts, form Dnd suhstLlllce salisfuctory to Il:.Ulk lluJ nllming Bank as additional insured/loss puyee, as Bank's
interest nHlY appear, and shall promptly cJtlliver to Bunk fronllime to timc upon rcquest a summary schedule indica.ting all Insurance in effect.
m. Uu or Loan I.roceeds h Use udvanees untler the Line only for the purposes staleJ il\ the applicatlol\ submitted by the Borrower to Bilnk in
connection with the Line if any, or in any commitmentleller issued by Bank 10 the Horrower in connel'tion with the Line
n. Other Liabilities - Not endorse, assume, become guarantor or surely for or oLherwise become liuble in connection with the obligations of any
person,'firm or corporal~on, except in favor of Bank; provided, however,that the Borrower milY endorse negoliable or olher instruments for deposit or
collection or similar transactions in the ordinary course of its business,
0, Sale oC Assets ... Not sell, lease, transfer or otherwise dispose of in a single transaction or scri.es of transactions, all or a substantial part of the
Borrower's assets and properties, whether now owned or hereafter acquired.
p. Invllslments.. Not purchase, own, invest in or acquirt:! directly or indirectly, uny stock or other Ilccllrliles or any other interest whatsoever in any
other corporation or other enlity or permit to exist any loans or advances for such purposes except for investments in ~irecl obligations of the United
Slates or any agency thereof.
(I. SellinR Accollnt!il Recelvahle ... Not sell, assign or discount any of Us accounts receivable or any promissory notes held by it, with or without
recouniel other than the discount of such rcceivahles or notes for collection in the onlinllry l'Otlrs~ of husiness.
r. NOllre ~C Hresch :. Promptly give notice in writing 10 Bank of the occurrence or exjslen~e of any event, condilion, act or omission, which would
constitute a breach or violation of any of the representutions, warranties or covenanlS made by the B~)frower in this Note and Agreement or in any
Collateral Documents,
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7. Collaterol; Incorporation ot Other Documents ~- The C..oflateral stlall secure payment 10 Rank or any and all amounts due under this Note and
Agreement. The Borrower hereby grants or confirms Ihe grant \0 Bank of a security intcrcst in. lien upon, and right of setoer agajnst the Collalcriil. '111e
holder of this Note and Agreemenl shull be enlil!ed 10 &III rights, remedies and benefits of any of the Colluteral Uacumcnts and any olher documents and
instruments cxecuted and dcliv~red to na,nk in connection herewith or Iherewith and all of such documents are incorporated in this Note and Agreement by
reference. Without limiting the gen~rality of thc foregoing, the Collateral Documents, as of lhe date hereof, include the following: .. '.
Guarantees of George A. Sheleman and Suzanne p, Sheleman, Mark R. Parthemer and Phyllis J. Parthemer
\
Accounts recefvable, inventory, general intangibles, maChinery and equipment of Borrower
8. Attorneys' l~eesJ gxpenses _. The Borrower .0.150 tlgrees to pay to Bank, upon demllnd at any lime, all costs and expenses (including reasonable attorneys'
fees and legal expenses) Incurred by Bank in the e(lforcemerlt of the Borrower's liabilities and obligations to Bank under this Note 8nd Agreement.
4). IU~hjs of Bunk - tr the Borrower fails to pay on demand the balance or any lesser amount demanded (or past due prior to demand) under this Note .ond
Agreement, Rank shall have the option 10 declare 10 be immediately due and owing any and all olher LiabJlities. Whether or not it el~cts to accelerate the
UahiUlies, Bank may set off accounts amI. may clt;~rdse any rl~hls I.lnu rcmedies. againsl any (lllti~or or the C~\Ili\ICfi\1 i\S may be available. \0 Bank. under Ihili
Note and Agreement, thc Colluteral Documcllls, the Uniform CUlllnlen:i<l1 Cm.lc or oilier applicahle luw. Setoff "hall be deemed 10 have occurred inunedialely
after any default in payment, whether or not any book or accounting entl)' shall have been ,made. If payment of all amounts owing under this Note and
Agreement is not received by Dank wilhin 15 days after Bank's demand thcrefor, interellt shall accrue, at the option of Dank and only after notlcc to the
Borrower, &It . rille. 5% per annum above tho In~ercst rntc specified I1bove. until all amountl due under this Note and ^gtocmant .ro paid. Intcrc.t .h.1I
continue to accrue after entry of judgment by confcssion or otherwise at thc contractual intcrest rale until all SUnlS due under this Notc and Agreement and
under any judgment arc paid. Bank reserves Ihe right to proceed against any Obligor und to upply proceeds of Collateral (0 amounts due under this Nuh: and
Agreement or to any other Liabilites in such Amoullts nnd in such order us Bunk muy in its sole discretion determine.
10. Mlscellnneolls -- (a) The Borrower hereby waives prescntment for payment, notice of demand, nolice of nonpayment or dishonor, protest, notice of
prOlest, and all other notices in connection with the delivery, acceptance, performance or enforcement of payment of this Note and Agreement; (h)
Notwithstanding any other provision of this Note and Agrecmcnt, at no time shalllhe Borrower be obliguted to pay interest hereunder al a rate which is in
cxcess of lhe nHl,ximum rate permitted hy law, and if, by the terms of this No(e and Agrcement, Ihe Borrower is at ony time obligated to pay intercst in cxcetiS
of surh mDxlniUm rate, the rate of interest hcrcunder shall bo deemed immedilltely reduced to such maximum rate of int~resl; (c) If any provision of this Note
and Agreement is for any reason held invalid or unenforceable, no other provision shall be affccted thereby, and this Note and Agreement shall be construed
as if the invalid or unenforceable provision had never been a part of Hi (d) 'fhe duties of the Harrower shull be binding on the Borrower and all heirs, personal
,
representatives, receivers, trustees. successors and assigns of the Borrower and, with respect to any partnership executing this Note and Agreement, each
general partner shall he bound hereby both in such general partner's individual and partnership capacities; (e) 'l11is Note and Agreement shall in all respects'
he governed by and construed in accordance with tht: laws of the Commonwcalth of Pennsylvania; (C) So long as Bank is the holder hereofj Bank's books and
records shall he presumed (except in the caSe of manifest error) to accurately evidence <It alltillles all amounls due under this Note and Agreenu:nt and the
dalc and amount of all payments made pUf"lilUllnt here\(); (g) This NOle and Agreement shull remain valid al\d effective to evidc'n'ce the Line aod atl advances
made hereunder despite the fact that there may occur periodll when no inJebtcdness is OIJItH1t/lding hereIJnderj (h) Notwithstanding the intention not to hlJYe
the prindpal amount outstanding under the Line exceed the amount for which lhis Note and Agreement Is written, all the terms set forth herein And In the
,
C(Jllaterlll Documents will npply to any advance which causes lilt: amount outstanding under the Line to exceed the stnted limilj and (I) Mell PARTY TO
TillS NOTE AND AClIUJIlMIJN'l' III!lU!BY EXPRESSLY WAIVES ANY RIOIIT '1'0 A TRIAL IlY JURY IN ANY SUIT, ACI'JUN OR
PI(()CEEDINO, WI JIm IER A ClAIM OR COUNTERClAIM (AND WIIEI'IlER SOUNDINO IN TORT, CONTRAcr OR OTIIERWISE), WIIICII
REIATI~~ IN ANY WAY, DIREcn.Y OR INDIRECI'LY, '1'0 TillS NOTE AND A(;REEMENI', TIlE RElATlllNSllI1' ESTAIlLlSIJliIJ UNDER
TillS NOTE AND AOREI!MENI', TilE TRANSAcnONS ENI'ERED 11'11'0 I'URSUANI'TO TillS NOTE AND AGRIJIJMENr, OR TIlE DEALINGS
IlIi1WEEN TIlE I'AllTIES WITH RESI'ECI'TO TillS NOTE AND AGllIJEMI!NI'; TillS WAIVER PROVISION IS AGREED TO IlE A MATERIAL
I'ROVISION OF TillS NOTI! AND AOIUJtJMENI' AND A MATERIAL INDUCEMENI' FOR BANK TO IJNnJR INJ'O TillS NOTE AND
AGREBMENT.
11. See attached addendum
Account Number,9700326
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FULTON BANK
Lancaster, Pennsylvania
'Bank'
PROMISSORY NOTE (TIME/TERM.. VARIABLE RATE)
******o:;n, nnn' nn Date ~(/nt5{f/L 2.'1; t'1f'1
FOR VALUE RECErVED, the Undersigned prnmises to pay to the order of Bank at any of its banking offices, the principal sum
of FIFTY THOUSAND AND NO/100
DOLLARS ($ * * * * * * 5 O_,JJJ2Q....(LO), together with ioterest accrued thereon from the date hereof at the
rnte specified below, payable as f()IJo"Y~,:, 9':; consec~t ive month l y installments on account of principal and interest in the amount of
$653.85 eech, beginning on NOVbAl(J81 2.:; f?ff and continuing on the 'L~day of eech month thereefter One finet
payment of et t unpaid principal end all unpalel' accrued interest shell be due end payabte on tJCr7Jt/El{ 7-5 1.IJ(J7.
,
$
U~TBRBST RATIJ; IJFFECT or INTEIlFsr RATE C1IANGIJ ON PAYMENT OALlGATION, The interest rate applicable hereunder Is the annual
vanDble rate of 1. 000 % above the annual Ouating rate (lr interest designated from time to time by the Rank as its pr; mA rRtA
s.od used by the Bank as a rcference rate with respect to dif(erent rates of interest charged to borrowers,
If the interest rate above is a variable rate: (l) such rate. l'ihatt change automatically and l'iimuttaneously upon the erredive date of any change in the
reference rate; and (2) Bank may from time 10 time, in its discretion and upon no less than 30 days' notice to the Undersigned, adjust the amount of the
nmnlhly installments or principal and interest to be paid by the Undersigned on account of this Note, increasing or decreasing the installment to an amount
cstimated by Bank to be sufficient to repay the then outstanding principal balance of this Note with interest at the rate specified above in the number of
scheduled IIluccessivc monthly lr'15taUmcnt$ then remaining under this Note.
Hank's designation from time 10 time of Its "prime" rate shall not in any way preclude Bank from making loans to other borrowers at a rate which is higher
or lower than or different Cram lhe prime rate,
An interest shalt be computed Cor the actual tHlmber of days elapsed on the basis of a year consisting of 360 days"
All payments on this Note shall be applied first to pay interest accrued on the outstanding principal balance, and any remaining amount of such payment
shall be applied to reduce the outstanding principal balance.
LATE CHARGE- The Undersigned also promises to pay to Bank as a late charge and not as additional interest, an amount equal to 5% of any payment
not received hy Rank on or before the 15th calendar day aner lhe date it was due.
PREI:'A YMENT RIGHTS, PENALTIES~- If this Note is repayable in installments, prepayments may he made, in whole or in part without penalty, only as
of an installment payment date, and each such prepayment SlH111 equal the amount of principal included in one or more of the next consecutive installments
becoming due. Any such prepayment shall he applied on account of lhe unpaid principal, and the number of installments payable hereunder shall be
correspondingly reduced but no such prepayment .~hall reduce the amounts of the scheduled installments nor relieve the Undersigned from paying a scheduled
installment on each installment payment date, untillhe unpaid principal with interest has been paid ill full.
Iltnnllllln.. .. Thl! lcrlll "Collnlrrnl" lnchule..: (II) nil renl nlld I'er:lonnl rrnpcl1y nf Ihe IlIlY Ohligor (n~ hcrcln1lrter denned) now or herenncr pledged, mor1gllged, ns.,igued or
grflnled 10 Bnllk to H'cure pnYlllenl of Ihis Nole specincnlly or nil illJebledlles~ or 1inbililles to Ilnnk gel1ernlly; nnd (b) 1111 proper1y or Rny nllture whollloever of the Undersi&lIed now
or he-reMlcr In Ihe pOllscssloll Df or Ilssigned or hypolncC1\lctllo Rnnk for nny }l\l1vose, rllIU /lny bnlllnce or slmre belonging to the Undersigned of IIny deposit, Agem,;y or olher
Ilccllu1\ls wilh Brink, n1\d n1\)' other /lmOllnt which mny be owing rrom Hille to lime hy BAnk to thc UI\(ler.~igned, The term "l.lRbllltlu~ Includes (II) all nmoulllllnt IIny time owing
under Ihll1 Nolc (IncludIng IIl1Y pMI, present or fulure ndvnnces or rendvllnces Ill1d lllllluhstitullons. extensions. renewnls And modiOealionll hereof IInd nlllntercst, fnle ehnrgc.,.
pennlll(,ll nnd fees or nny nnd nlllypes owing or pnYflblc hereundN): (h) nil co,~l,~ ll11d eXpen.~c.~ InclIrred hy Hnnk in the collection or enrorCCll\cnt orthis Nole; (c) nil rulnra ndVlll1CC1l
Ill/ult' hy Onnk for InxClI, levic." lnsllrnnce, /llld tepnll'li 10 or IllnlllleMIl(e nf Ih(' Collaternl: nnd (d) nil exi..tillg nlld future linbllltle5 or the tJndersigncd or nllY o( them ()Ulstfllldill~ 1(1
lInllk, whether IIhsohlhl or contingent. direct tlT Indirect, joinl. severnl nr Imlept"ndcut, duo nr to bCl:tJlIlo due, whether ns drnwor, mnkor. endorser, gllnron!nr, lIutcly tlr ulhelWIH\l,
hc:>ld nr In hr held hy IInnk for II... own nccount or os ngellt ftlt 1I1wlhcr llr olhcrs. nnu even if nct[l1lred by wny (If Mslsnmenl, cl(ccptlhnt Ihe term "I.InbillllCJI" shnll no! Inchlde nn)'
nhllgtllintllncurrctl hy Ihe tJnderRl~IlCd which I.' 'consUlller credit" /l~ defined hy Federnl Rc.~elVe Boord Ileglllotion Z, 12'C,F,IU 226.1 et scq., nnd wlllch Iii /lot cxempled fwm
the ,'lPplicolion or thllt rcgulnlion. l'lle term "Ohllgur" monns lhe Undersigned, onch surety or gunrnntor of this Nole, nnd any other person or enlily which hIlS grnnled or In Ihc
flllm'c grnnls 10 Bnnk n security interest In, or lien upon, property to ReCllfe this Note speeilicnlly or indebtedness or Iinbililles of the Undersigned 10 Blink genernlly.
Cflllnlrl'nl; Infurpural\fln uf Security Duetlments Rights und R~mcdleli .' The Collnternl shill! secure pnyment to Bank nr any nnd nil IImounis due under this Nole, Tho
Ulldcrsigned hereby grants or confirms Ihe gmn! 10 Dank of a securily inlerest in, lien I1pon, nnd right of setofT against the Colllderal. The bolder olthla Note shall be enlilled to 1111
rights. remedies And benefilll or RnY mortgRges and oilier security documents IInd Instruments execuled and delivered 10 Bank with respect 10 the Collateral (the "Collaleral
D(lc\l\w~I\u.'), I\l\d I\ll Co\ll'.lerl\\ Documents I\re lncorpore.led 11\ this Nole by reference. Wilhout UmlHl\g lhe gcner\\Uty of lhe (orcgoins. lhe Collateral DOCU1l\enu., "0' lhe dale
hereof, Include the (ollowlng:
Guarantees of George A. Sheleman and Suzanne P. Sheleman, Mark R" Parthemer and Phyllis J. Parthemer
Mortgaga on 2085 Ashbury Drlva, Harrisburg, Lower Paxton Township, Dauphin County, Pennsylvenie; 6180 Mifflin Avenue,
Herrlsbur~1 SWatlra Township, Dauphin County, Pennsylvania
F.vtntl or Dernult .. The occurrence or IIny one or more of the following shall conslitule An ~F.vent of Defaull" under this Note: . (n) dt;fllullln paY~le~t or perfOmll\nCe under Ihls
Nole or \lnder RIl)' other of the L\lIbl\itles~ (b) breAch by the Ul\denlgt1erl or 1\1)')' olher Obligor or l'1n)l oblignl\on or U\lty to Bernk (mdudmg" wlthoul bnuU>.t1on, lhose Imposed by any
Ilr the Col1nlernl Documents); (c) discovery hy Bnnk (hnt nny represeninlioll or wnrrllnty in IIny of the C\lllnlerlll DOCUlllenls or III any Jinnncinl or other sll\telllcnt mnde by the
IJlluenigllcd or any other Obligor [0 Bnnk is frlise. llli,~IClI(lll1g or incomplete; (d) dclerminnlioll by Bflnk (which delel'lIIlllrlli,lll shAll be conclusive) lhnt A malerllll ndvetlle chAnge
hn~ occurreu in the rillllncllll t,i business condition of the Undersigned or any oIlier Obligor; (c) the Undel'liigned or allY oth\r Obligor dies, liquidates, rner&es or ~e"se8Io ~onducl
opernlio115, Qr'r.rcpAres or l\llempIB 10 do AllY of (he foregoing; If) the riling or ~ol1lmcneelllcnt by or AgAinst lhe Undcr'IlIgned or nil)' oiluJr Obligor or Rny petlllon, M:tltlll, CIllO or
prcH;ei:dhls'va UIIIl\IY or Involun~ry, under nny stllte or f"dernl IlW regnl'dlng bllnKruptcy, Il\solvency, reorglmaRtlon, reeelvershlp or dls.otutlon, Including the Bankruptcy Reform
MI of 1978, II' Amended: (g) llny llsslgnmenl for lhe benent of creditors hy the lJlIderslgned or nny other Obligor; (h) the Unde~lgned or /lny olher Obligor derl\ullll under fillY ()th,er
lIole, rlgreelllenl, lense, indenlure or llloltgllge or nllY mlltednl ob1igl1iioll incurred pl1l1Hlfllll therelo, the erfcct of which ncceterntell.or entitlcs the holder to nt:c;:clerntc Rny mnluf1ly
tllerenf or which relllllill in the fnrrelture by the tJndersigned or nny olher Ohligor of ils righ'" lhereunder: (I) nny proper1y of lhe U~det'lllgned or nnr olher Obhgor becomes subJed
hlllny l\(h\c\\lllel\l, gMnl.s:hmenl, levy, lien, taking, or condemnl\iion; (j) the lll\ucrsig,ned or any other Obligor rnl~s 10 Curnlsh,tlnanclal or other mformlltlon all Dl'lnk rell!lo~nb.ly
reqllests; (k) l'llly chAnge In lhe officers, principnl owners or pnrtners of lhe Undersigned or /lny,other Obligor which IS ullllcceptnble to BAnk in its sole dlserellon; and (I) Bank, In Its
sole discretion, ~ecms itself or the ~lIl1tentl insecure for IIny reASon whntsoevcr.
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Allornr)1' Fru; Exprnsun The Undersigned Also Agrees to pay to Batik, upon demAnd lit Any time, All costs and expenses (including reasonAble atlomey8' rees and legl\l expefllles)
incurred by BAnk In the enforcement o~the Ullderslgned's Ilabilltle$ to Bank under thiB Note, ,
Arctltrlltlonj Rights of 81lnk n Upon the oCC:\lrr~nce of any Event of Default, BanI<; shall hflVe the option 10 declare to be Immediately due and paYllble the principal and interest
IIccrued on this Note And Any and all other Liabilities, Whether or not it elects to flccelerale the liabilities, BanI<; may seloff accounta and may exercise 8UY rlghta and remedies
t\gAln.~t t\ny Obligor, or the ColIl\teral M nll\Y be avnilllble 10 Bllok under this Nole, the Collnterl\l Documents, the Uoirom\ Commercial Code or other applicable law, Setoff shall be
drl'mrr.! to hl\ve occlIrred Immedlntely nn"r /lily dcfnull in pnYl1lcIlt whelhet or not any book or acco\lIIt!lIg enlry shnl1 hnve been mAde, After nlaturlly, whether by Accelernllon or
lllh~':",I~e, Illtere~1 ~I,lIlll uccruc lit tlfe Interest ~Ate 5peclncd nhovc, or lit the (lplion of IJnllk nnd only IIllcr nollee 10 the Undersigned, nl A rale 5% r.er tlQIlUPI Abov~lhe Interest mle
~rt;'clned nbove, unlll nil Am,ounls due under lhls Nole lire pnid, Inloresl shllll continue to nccrue aftcr entry of Judgmenl by confession Of othetw se at the contractuAI"interest rnle
unlllllll sums due under tillS Note And under nny judgment nre pnid, Bank reserves the righlto proceed Rgl1inst allY Obligor nnd 10 apply proceeds of Collateral to Amounts due
under Ihls Nole or 10 Any other Llllbilities In SUch amounts Rnd in stIch order M BAnk mny ill its sole discrelion detern\ine, .
~thrtllnM~lll5 .. ,(11) The U!,dernlgned hereby waives presclltmcnl for pnymellt, Ilotke of denmlld, no1ice of nonpayment or dishonor, protesl, notice of protest, nnd /Ill olher notlces
III conn,eellOn wIlh ,the delivery, ~ccepll\nce, pcrfonnnnce or enforcement of pnyment of lhis Note; (b) NoLwlthstnnding nny olher provision of this Note, al no t1mc shnl! lhe
l.1ndernl&ned be obhga,led 10 p~y mtercst hen~under III a rllte which i~ in excess of the nlnxinlllnl rnLe permitted by law, I\nd if, by the tenns or thiB Note, the Undel'lllgned Is at allY
lime ohllgnled 10 P/1Y Interest In excess of SUch JIlnximllm TIlle, the mle of interest herelllJder shflll be deellled imllledintely reduced to such mAXimum rale of inlel'ClII; (c) If nny
proV!~!ClI\ or this Note is for l\ny rCAson held il\vfllid Ill' unenfon:cnblc, no other provlsioll slwlJ be affecicd thereby, l\l\u lhis Nolc shall be conslrued as if the invnlld or unenforccable
pmvlsll~n hnd never heelln pnrt of It: (d) 'l'hQ ulllie,~ or lhe \ Jndersi~ncd ~hnJI be hiuJing on II\e ! )mlt'n;igucJ IInu/111 heirn, personnl reprc.~cnlnlives, receivers, trustee", Sllccessors
/lilt! /l,UIg.IJ.~ (If Illc ! }IlJC'I:~(g.lt(:d fwd, WillI ,(('tilled III ;IllY [1:'1dllt'r-:;lIip rXl'curing (his N(l(C, ~'i\ch gt1neraf pal11\er S11:llf be bU~lI1d herchy hll(1\ in SUcfl gellcml prutner'H Indlvidlln,i nnd
pnr1nership cnpncllles; (e) nllS Note sh/1l1llll\l1 respects be govemeJ by nllu construed in m;corul'Ince with Ihe Itlws of the Commonwealth of Pennsylvania; (f) So long ll~ Blink IS the
holder hereof, Blink's books /lnd records sl1/111 be presumed (except In the C/1SC of nll1nifest error) 10 accllrfltely evidence all\l1 tlmes 1\1I1lmounts duc under Ihls Note and Ihe dale 1Il1d
nllloun! of all paymenta mnde plItsU/l1l1 hcrelo; Is) If Illore thllll (llle person exeCIlles this Note, ellch Is JulnUt flIld 8everlll~ IIRble wllh tho othel'l executing Ihls Nolo, for 1\11 nmounu
dl1~ hereunder; (11) The Undersigned Intends th s Nole to be a Bellied Ins!nUilenl: (I) Any reference to the Undersigned herein sholl be considered to be a reference to 1111 of the
tJnden;lgned /1nd a reference to one or more but less IhAll ul! or the Undcrslgned; U) A fniluro on the pali of Blink to exerci.se any of its righls hereunder ~h/lll not be deemed n
wl\,lvrr of /lilY RIlCh righls or /1 w/1iver of any Pl\st, prcsenl or f\ltme l'.ve!lt of Default; (k) This t;lole IIlIlY n{)ll~c m~:IlWied, AlIlcnded" ~Ischnrged or wnlvcd, except by fin ngrecn~~llt In
wnlingsl!lled hy the l,n1"17 ngnlllsl wholll cnforcement of /1I1Y Sllfh l11tH.lllkl111ul1, 111l1CnUIl1Cl1t, dls~'hnl'~c or WlHYCr IS StHlg.hl; nnt! (I) IIIE UNDERSIGNED lJI~I~EnY EXI'RhsfiLY
WAIVES ANY RI( If! TO A TRIAL BY JURY IN ANY SUIT, ACI'ION OR PROCEEDING, WIUmlER A (J-^IM OR COUNTEI\CLAIM (ANI> WIIliI'lIER
~OUNDINO IN TOH'I', CONTI\.ACI' OR OTHERWISE), WHICII RELATES IN ANY WAY, DIRECrLY OR INDIRECTLY, TO TI"ns NOTE, THE RELATIONSHIP
ESTAALlSllED UNDER THIS NOTE, TIm TRANSACl'\ONS ENTERED INTO IN CONNECl'JON WITII THIS, NOTE, OR THE DEALlNOS BETWEEN THE PARTIES
WITll Rl!SPECf TO THIS NOTE; THIS WAIVER PROVISION IS AOREED TO BE A MATERIAL PROVISION OP TIllS NOTE AND A MA11!RIAL INDUCEMENT
POR BANK TO ENTER INTO Tim EXTENSION 01' CREDIT EVIDENCED BY TIiIS NOTE.
The following paragraph sets f()rth a wRrr~mt of atturney tel confess judgment against the Undersigned. In granting this warrant of
attorney to confes.!I Judgment against the Under~lgned, the Undersigned herehy knowingly, intentionally, and voluntarily, and, with
upplIrtunity for advice of separate <::ounsel, uncondltlonnlly wHlves any nnd all rights the Undersigned has or may' have to prior nutlce l\nd
an opportunity for hearing under the respective cunstltutlons and laws of the United StHtes and the Commonwealth uf Pennsylvania.
CONFESSION OF JUDGMENT .. EACIl OF TIlE UNDERSIGNED lIEREBY AUTHORIZES AND EMPOWERS IRREVOCABLY TIlE
PROTIIONOTARY OR ANY CLERK OR ATI'ORNEY Ojo' ANY COURT OF RECORIl TO APPEAR AND TO CONFESS .JUDGMENT AGAIN~'T TIm
UNIlERSIGNEIl OR ANY ONE OR MORI~ OF TIIEM IN FAVOR OP TIlE 1I0LDER 01' TIllS NOTE AS OFTEN AS NECESSARY UNTIL ALL
L1AlllLlTIES lIAVE BEEN PAID IN FULL, AS OF ANY TERM, FOR ALL AMOUNTS OWING (WIlETHER OR NOT TlIEN DUE) UNDER TIllS
Non;, TOGETlIER WITlI COSTS 01' WOAI, I'ROCliEDlNGS AND A REASONABLE ATrORNEYS' FEE FOR COLLECTION (WllICIl FOR
PURPOSICS OF EXERCISING TillS WARRANT OF ATI'ORNIIY TO CONI'ICSS .IUIlGMENT SIIALL BE DE~;MED TO BE J~QUALTO 15% O~'TIm
SUM'OF TilE PRINCIPAL PI.US INTEREST FOR WIIICIl ,JUJ)(:MEN'I'IS '1'11 EN CONFESSEIl), WITIl RELEASE OF ALL ERRORS, WAIVlm
Oil AI'PEAI^~, ANIl WITIlOVI' S'I'AY <W IIXI~CUTION. TIII~ UNIlI~RSIGNlm m;RI~IIY WAIVJ~S ALl, R~;LJE~' FROM ANY AND ALl,
AI'PRAISEMENT, S-rAYOR EXEMf'nON LAWS OR RULES 01' COURT NOW OR lIEREA~'mR IN EFFECT.
Witness SignRtures
Witness the ~.1J.9 execution of this Note on the day and year first above written, Your
(SEAL)
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FUlton Bank
VISA BUSINESS CARD AGREEMENT
, .
Maximum Amount of Line $ 20, 000
THIS AGREEMENT, dated as of this 30th day of
April
, 19~, is made by and between
Fulton Bank, a Pennsylvania banking corporation ("Bank"), and Your Golf Shop Inc
a Pennsylvania
("Company") with an office located at 3401 Hartzdale Drive Ste B, Camp Hill PA 17011
Bank and Company, intending to be legally bound, enter this Agreement to provide Company with certain Visa'" Business Card
credit card and related banking services.
1. LINE OF CREDIT Bank shall extend to Company, subject to the terms and conditions of this Agreement, a line of credit ("Line")
in an aggregate amount outstanding at any time not in excess of the "Maximum Amount of Line" set forth above. The Line may
be accessed from time to time only through the use of Visa Business Card credit cards issued pursuant fo this Agreement
2. COMPANY ACCOUNT Bank shall issue the number of Visa Business Card credit cards requested by Company. Each credit
card shall be embossed with the name of Company and the name of an employee designated by Company ("Employee Card").
Unless otherwise agreed by Bank, Schedule A of this Agreement shall be completed with respect to every employee autho'
rized to hold an Employee Card. Company may, from time to time, request Bank to issue additional Employee Cards, and Bank,
in its discretion, shall issue such Employee Cards upon receipt of a supplemental Schedule A. Each Employee Card shall bear
an individual account number which will permit the holder to access the Une. A credit limit shall be established for each Em-
ployee Card, and the aggregate credit limits of all Employee Cards shall not exceed the maximum amount of the Line.
D If checked here, Bank shall send Company an aggregate monthly billing statement for the amount due for that month, which
shall be the total of all charges made through the use of Employee Cards, plus any interest and other amounts due.
D If checked here. separate monthly billing statements for each of the Employee Cards shall be sent to Company or, at Com-
pany's request, the holder of the Employee Card for reconcilement purposes. Sending such statements directly to each holder
of an Employee Card shall in no way affect the exclusive liability of Company to pay the balance shown on monthly billing state-
ments.
D If checked here. the special monthly reports designated on Schedule B of the Agreement shall be sent to the Company.
The balance shown on the monthly billing statement shall be due and payable twenty-five (25) calendar days from the state-
ment billing date. In the case of purchases of goods and services, if the entire new balance is paid in full by the due date, no
interest shall accrue thereon. If such entire new balance is not paid by the statement due date, interest shall accrue on the av-
erage daily balance of purchases of goods and services at the rate provided in Paragraph 15 hereof commencing on the state-
ment due date. In the case of cash advances (if authorized under this Agreement), interest shall accrue on each such casn ad-
vance at the rate provided in Paragraph 15 hereof commencing on the date of the cash advance.
The minimum monthly payment on the balance of each Employee Card shall be the greater of (i) five percent (5%) of the total
new balance of purchases and, if applicable, cash advances or (Ii) $25.00 plus any past due amounts and fees payable; pro-
vided, however, that if such total new balance is in excess of the credit limit established for such Employee Card, the minimum
payment due in respect of the Employee Card shall be the sum of the amount of such excess plus five percent (5%) of the
amount equal to the credit limit established for the Employee Card and plus any fees payable. All payments shall be applied
first to interest, next to annual fees and other fees, next to cash advance balances and finally to purchase balances.
3. USE OF LINE.
A. The Line is intended to be used only for the purpose of paying for travel, lodging, entertainment and other similar types of
expenses arising from Company business. Company agrees, and represents and warrants that it shall not permit the use
of the Line for personal, family, or household purposes. Employee Cards may be used to purchase goods and services,
and if not otherwise restricted by the terms of this Agreement, to obtain cash advances. Cash advances may be obtained
at any office of the Bank or at any office of a participating financial institution or through MAC'" or CIRRUS@ Networks or
through automated teller machines of any financial institution with whom the Bank has a then current interchange agree-
ment
8. D If checked here, use of Employee Cards is restricted to the purchase of goods and services, and it is expressly under'
stood and agreed that Employee Cards may not be used to secure cash advances from the Line.
FBP!8070 Rev. 1/97
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C. Bank shall, not be responsible for the relusal crt any p~rson or entity to honor an Employee Card. Bank shall not be re-
sponsible for goods and services purchased through the use of an Employee Card, except as otherwise provided by ap-
plicable iaw.
4. SPECIAL BENEFITS, Compa~y shall receive with this Agreement information describing various special service benefits cur-
rently offered to Visa Bu!;ines" Card hoiders. These benefits are subject to the applicable terms and conditiQns deslOribed
therein and may be modified from time to time without prior notice to Company. Personal data relating to holders of Employ~e
Cards may be provided to Visa U.s.A., Inc. and its member financial institutions andlor their respective contractors for the pur-
pose of providing Visa Business Card services, and each holder of an Employee Card who requests such services consents
to the release of such information.
5. RESPONSIBILITY OF COMPANY.
A Company shall proVide Bank with the names of the employees in whose names Employee Cards are to be issued. Com-
pany shall be solely responsible for the accuracy of such information provided.
B. Company shall be solely responsible for distribution of Employee Cards to correct holders upon receipt of such Employee
Cards from Bank and for maintaining the confidentiality of any personal identification numbers which might be assigned
to the Employee Cards.
C. Company shall immediately provide Bank with the name of any holder of an Employee Card whose authority to use such
Employee Card is revoked. Company shall collect the Employee Card from such holder, cut the Employee Card in half and
return it promptly to Bank by certified mail to the address specified in Paragraph 17 hereof.
D. If Company is eligible for coverage by the Visa Business Card Corporate Liability Waiver Program, Company shall use its best
efforts to comply with all of the requirements related to the Program. Each eligible Company shall receive with this Agreement
information describing the special liability protection currently offered to Visa Business Card holders under such Program.
6. FEES. Company shall pay a non.refundable basic annual fee, in the amount specified herein, for each Employee Card, which
shall be automatically charged to Company on the date each Employee Card is issued, and thereafter, on each anniversary
date of such issuance. The amount of the basic annual fee shall be equal to $30.00 for each Employee Card, if there are not
more than ten (10) Employee Cards issued or outstanding as of the date the fee is charged, or $25.00 for each Employee
Card, if there are more than ten (10) Employee Cards issued or outstanding as of the date the fee is charged. If the Company
has elected to receive any of the special monthly reports on Schedule B, Company shall pay an additional non,refundable
annual fee of $5.00 per Employee Card for a group of reports (up to a maximum of three reports per group) and $5.00 per
Employee Card for each additional group of reports (up to a maximum of three reports per group). Additional annual fees shall
be charged in the same manner and on the same dates as the basic annual fee.
7. SPECIAL FEES AND OTHER CHARGES. If Company fails to pay, in full, Ihe minimum monthly amount payable under any
billing statement on or before the next billing cycle date, Bank may impose a late payment fee equal to five percent (5%) of
the past due amount or $7.50, whichever is greater. If the credit limit of any Employee Card is exceeded at any time, Bank
may impose an over-limit fee of $15.00 in each billing cycle in which such credit limit was exceeded. If Company makes any
payment to Bank by a check or other draft which is subsequently dishonored for any reason, Bank may impose a dishonored
check fee of $20.00. If Company requests copies of additional records or information relating to the use of Employee Cards
under this Agreement, Bank may impose a reasonable charge for each copy. All fees and charges imposed by Bank shall be
automatically added to the billing statement
8. RISK OF LOSS. If Bank agrees to issue more than ten (10) Employee Cards pursuant to this Agreement, Company shail bear
all risk of loss for unauthorized use of an Employee Card if not covered by the Visa Business Card Corporate Liability Waiver
Program; otherwise, such risk shall be allocated in accordance with applicable law.
9. FINANCIAL STATEMENTS. Annual financial statements of Company (or if Company is a partnership or sole proprietorship,
personal financial statements of the individual general partners or the sole proprietor, as the case may be) and if requested
by Bank, copies of most recent federal income tax returns of Company (or if Company is a partnership or sole proprietorship,
copies of the most recent personal federal income tax returns of the individual general partners or the sole proprietor, as the
case may be) shall be presented to Bank within one-hundred twenty (120) days after the end of each fiscal year which shall
occur during the term of this Agreement Financial statements shall be prepared in accordance with generally accepted ac-
counting principles and shall be certified by the chief financial officer of Company (or, in the case of personal financial state-
ments, signed by the individual).
10, REPRESENTATIONS. To induce Bank to extend the Line, Company represents and warrants, if applicable, that (a) Company
is duly organized under applicable law and is qualified to do business; (b) Company is in good standing in each jurisdiction
where required and has complied with aJllaws necessary to conduct its business as presently conducted; (c) Company has
authority, and has Obtained all approvals and consents necessary to enter into this Agreement and any related agreements;
(d) this Agreement and its performance will not violate any applicable law or regulation or any other agreement, judgmenf,
decree or order affecting Company; (e) Company's most recent financial statements and related information furnished to Bank
are true, current and complete and there has been no material adverse change in them; (f) there are no actions or proceedings
2
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pending or threatened against Company belore "any co~rt, governmental authority, arbitration board or tribunal which might
result in any material adverse change in the business or financial condition of Company; and (g) no event has occurred, and
no condition e.ists which, as of the date 01 this Agreement, would constitute an event of delault, as delined in Paragraph 13
hereof.
. ,., .
INDEMNITY. Company shall indemnify, protect and hold Bank harmless from and against any and allliabili~ieg, Claims. de-
mands, or disputes, together with all costs, charges and expenses (including reasonable attorneys' fees) imposed in any man-
ner upon, or acpruing Cigainst Bank or its successors and assigns, arising out of, or in any way related to Bank's pertormance
of this Agreement in a,ccordance with its terms and conditions or any default or breach of the terms, conditions, and repre-
sentationsof the Agreement by Company. Company agrees, at its own expense, il Bank requests, to defend any action or pro-
ceedings brought against Bank in connection with any such liability, claim, demand or dispute.
12. LIEN OF BANK COMPANY A(3REESTHAT BANK HAS, AND HEREBY (3RANTS BANK A LIEN ON, AND A SECURITY IN-
TEREST IN THE BALANCE IN ANY ACCOUNT AND ANY OTHER PROPERTY OF COMPANY IN THE POSSESSION OF
BANK OR ANY OTHER FINANCIAL INSTITUTION OWNED BY FULTON FINANCIAL CORPORATION AT ANY TIME AND
IN ANY CAPApTY ASSECURITY FOR ALL AMOUNTS DUE OR TO BECOME DUE HEREUNDER OR UNDER ANY
OTHER INDEBTEDNESS OR LIABILITY OF COMPANY TO BANK. IN THE EVENT OF A DEFAULT HEREUNDER, BANK
SHALL BE ENTITLED TO SET OFF THE BALANCE IN ANY SUCH ACCOUNT OF COMPANY AGAINST ALL SUCH IN-
DEBTEDNESS AND LIABILITIES OF COMPANY, AND BANK SHALL BE DEEMED TO HAVE EXERCISED SUCH SET-OFF
IMMEDIATELY UPON THE HAPPENING OF AN EVENT OF DEFAULT WITHOUT ANY FURTHER ACTION BY BANK.
t1.
13. DEFAULT. The happening of any 01 the following shall constitute an event 01 delault hereunder: (a) lailure by Company or by
any guarantor 01 the obligations 01 Company hereunder ("Guarantor") to pay any amount payable hereunder or any' other
amount due to Bank or any other financial institution owned by Fulton Financial Corporation as and when due; (b) initiation of
an action in bankruptcy or insolvency by or against the Company or any Guarantor or an assignment by Company or any
Guarantor for the benelit 01 creditors; (c) entry of a judgment against Company or any Guarantor or issuance of a writ of ex-
ecution or other legal process against Company or any Guarantor if not stayed pending an appeal, bonded or satisfied within
thirty (30) days; (d) failure by Company or any Guarantor, upon demand, to observe or perform the obligations of Company
under this Agreement or any other agreement with Bank or any other financial institution owned by Fulton Financial Corpo-
ration; (e) detault by Company or any Guarantor in payment 01 principal or interest or in the performance of any other agree,
ment, term or condition of any other material obligation for borrowed money, if the effect of such default is to cause, or com-
mit the holder 01 such obligation to cause such obligation to become due prior to its stated maturity; or (f) it any representa-
tion or warranty made in this Agreement or in any certificate, agreement, instrument, statement or report contemplated hereby
or made or delivered pursuant hereto or in connection herewith, shall prove to have been incorrect in any material respect. In
the event of a default, Bank may immediately, without notice or demand, declare all amounts payable hereunder immediately
due and payable, terminate any further right 01 Company to use the line or any Employee Card and proceed to enforce all of
its rights and remedies under this Agreement or any other agreement with Company or under applicable law, all of which shall
be cumulative and may be e.ercised concurrently or successively. Upon request by Bank, Company shall cut all Employee
Cards in half and return them to Bank. The waiver 01 any event of default shall not affect any other events 01 default In the
event of legal proceedings to collect the amount due hereunder, Company shall be liable to Bank for all costs and expenses,
including reasonable attorneys' fees, if such proceedings are successfully maintained by Bank.
14. TERM. This Agreement shall continue automatically lor an indelinite period until either party shall provide the other with fif-
teen (15) days' prior written notice of termination. The termination 01 this Agreement shalf not affect the obligations of Com-
pany under Paragraphs 2 or 11 hereof.
15. INTEREST The rate 01 interest applicable to outstanding balances due under this Agreement shall be fixed and shall not vary
during each billing cycle, but may vary from billing cycle to billing cycle. The annuat rate of interest applicable to any billing
cycle shall be equal to the highest U.S. Prime Rate published in the Money Rates section of The Wall Street Journal on the
third Tuesday 01 the calendar month preceding the beginning 01 such billing cycle, plus (i) on the outstanding balance 01 pur-
chases 01 goods and services, seven percent (7%), and (ii) on the outstanding balance of cash advances (il authorized under
this Agreement), seven percent (7%).
16. MISCELLANEOUS
A. This Agreement shall be binding upon, and inure to the respective heirs, personal representatives, successors and assigns
of Company and Bank, but shall not be for the benelit of any third person.
B. Company's rights under this Agreement may not be assigned without the prior written consent of Bank.
C. Company agrees to provide Bank with its new address if it moves.
D. The Bank may amend the terms of this Agreement, in any or all respects whatsoever, at any time and from time to time,
by mailing the Company written notice at least thirty (30) days before the billing cycle in which the changes become ef,
fective; provided, however, that no notice shall be required for changes in the interest rate in accordance with Paragraph
15 hereof.
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E. All payments mMe by Company under thiS Agreement shall be made in U.S. Dollars. In the event that any purchase or
cash advance under an Employee Card is made in another currency, the rate of exchange between the currency which
was used in such transaction and U.S. Dollars shall be either the wholesale market rate or the government-mandated rate
in effect one day prior to the processing date by Visa International on its BASE II Clearing and Settlement System plus
one percent'(10/9)., " .
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17. NOTICES. Any notice to Bank shall be sent to: Fulton Bank, Attention: Credit Card Dept, P.O. Box 408, East Petersburg, PA
17520. Any notices sent by Bank to Company shall be sent to the Company's address for monthly billing statements appear-
ing on the Bank's records at the time such notice is given.
18. GOVERNING LAW This Agreement shaH be governed by, subject to, and interpreted under the laws of the Commonwealth of
Pennsylvania.
19. CONFESSION OF JUDGMENT. COMPANY HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS THE PROTHONO-
TARY OR CLERK Of:! ANY AiTORNEY OF ANY COURT OF RECORD TO APPEAR FOR, AND TO CONFESS OR ENTER
JUDGMENT AGAINST COMPANY FOR ALL AMOUNTS WHICH MAY AT ANY TIME BE PAYABLE BY COMPANY TO BANK
PURSUANT HERETO OR PURSUANT TO ANY TRANSACTIONS EFFECTED IN CONNECTION HEREWITH, WITH OR
WITHOUT DECLARATION, WITH COSTS OF SUIT, RELEASE OF ERRORS, AND WITHOUT STAY OF EXECUTION, AND
FOR SO DOING, THIS AGREEMENT OR A COPY HEREOF VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT.
THE AUTHORITY GRANTED HEREIN TO CONFESS OR ENTER JUDGMENT AGAINST COMPANY SHALL NOT BE EX-
HAUSTED BY ANY EXERCISE THEREOF, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL ALL
AMOUNTS WHICH MAY BE PAYABLE BY COMPANY TO BANK ARE PAID IN FULL
IN WITNESS WHEREOF, this Agreement has been executed and delivered as of the date first written above.
ACor Witness: r-.Si~ b~IOW
Br . \\J ~
Your Golf Shop Inc
(COMPANY)
Taxpayer Identification Number X '2 S- I 8 0 :; g if
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Title:
Title:
Title:
,
FULT~K Approval
By: X '--.W <
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FUlton Bank
People dedicated to your~uccess.-
P.O. BOX 4667 . LANCASTER. PA 17604 .
SCHEDULE A
VISA BUSINESS CARD CREDIT CARD RECIPIENT(S)
Date:
April 10
, 1998-
Please have Visa Business Card credit cards in the name of
Your ('",If Shop Tnc
issued to the following:
CARDHOLDER
CREDIT LINE
Mark Parthemer
$10,000
George Sheleman
$10,000
I/WE hereby authorize the above designated employees to have Visa Business Card credit cards
in the name of Your Golf Shop Tnc
~~p:YName
~nature
Pr", $ ;-.(le- "'r
Title
~~A I? IZ-it:_rJ
Name (Please print or type)
x
Signature
Name (please print or type)
Title
disc2. yourgolf. arnk
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FULTON BANK,
Plaintiff
: IN THE COURT OF COMMON PLEAS
: CUMBERLAND COUNTY, PENNSYLVANIA
Ys.
: No.
IJfJ_ '7~31
YOUR GOLF SHOP, INe.
Defendant
TO: YOUR GOLF SHOP, INC.
3401 Hartzdale Drive, Suite B
Camp Hill, Peuusylvauia 17011
You are hereby notified that on
was entered against you in the sum of$
costs of suit
rPr7:--f,H_ ;).5' a~ , 2000, judgment by confession
/.2 g. 7t. <1. .r'1 in the above-captioned case, plus
Date: (J~ .;) 5 :L(fyV
,
Is/ (l'Hh..' R. f:j, r' .
PfotHonotary .
YOU SHOULD TAKE THIS PAPER TO YOUR LA WYERATONCE. lFYOUDO NOT
HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET
FORTH BELOW TO FIND our WHERE YOU CAN GET LEGAL HELP.
Lawyer Referral Service
Cumberland County Bar Association
Carlisle, PA 17013
(717) 249-3166
1-800-990-9108
20-531116564
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