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THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA
CIVIL DIVISION - LAW
MANUFACTURERS AND TRADERS TRUST NO.
COMPANY d/b/a M&T BANK, Successor by
Merger to KEYSTONE FINANCIAL BANK, N.A.,
f/k/a FINANCIAL TRUST COMPANY
601 Dresher Road
Horsham, PA 19044
vs.
VALLON, INC.
400 South Fourth Street
Minneapolis, MN 55415, and
MICHAELJ.BLAKE
910 Folwell Drive S.W.
Rochester, MN 55902, and
CHARLES G. SCHEISS
5200 Dundee Road
Edina, MN 55436., and
BRIAN E. DANZIS
301 Chestnut Ridge Drive
Mechanicsburg, PA 17055
Notice is given that money judgment/confession of judgment in the above
captioned matter has been entered against you on ,2001.
, Prothonotary
By:
, Deputy
If you have any questions concerning the above, please contact:
Steven L. Sugarman, Esquire
Elliot H. Berton, Esquire
Steven L. Sugarman & Associates
1273 Lancaster Avenue
Berwyn, Pennsylvania 19312
(610) 889-0700 (FAX) 993-0498
STEVEN L. SUGARMAN & ASSOCIATES . Attm1eVS"folviPl'2llntlffRWYN, PA 19312
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STEVEN L. SUGARMAN &. ASSOCIATES
BY: Steven L. Sugarman, Esquire
IDENTIFICATION NO. #32473
1273 LANCASTER AVENUE
BERVVYN, PA 19312
(610) 889-0700
FAX: (610) 993-0498
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ATTORNEY FOR Plaintiff, Manufacturers and Traders Trust Company, d/b/a M&T
Bank, Successor by Merger to Keystone Financial Bank, N.A., f/k/a Financial Trust
Company
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Cumberland County
Court of Common Pleas
Civil Division
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MANUFACTURERS AND TRADERS TRUST
COMPANY d/b/a M&.T BANK, Successor by
Merger to KEYSTONE FINANCIAL BANK, N.A.,
f/k/a FINANCIAL TRUST COMPANY
601 Dresher Road
Horsham, PA 19044
vs.
VALLON, INC.
400 South Fourth Street
Minneapolis, MN 55415, and
MICHAELl.BLAKE
910 Folwell Drive S.W.
Rochester, MN 55902, and
CHARLES G. SCHEISS
5200 Dundee Road
Edina, MN 55436, and
BRIAN E. DANZIS
301 Chestnut Ridge Drive
Mechanicsburg, PA 17055
TERM,
No.01-9:2'1 eo;l
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CONFESSION OF JUDGMENT FOR MONEY DAMAGES
Pursuant to the authority contained in the Promissory Note and the Commercial
Guaranties, dated April 23, 1998, true and correct copies of which are attached to the
Complaint filed in this action, I appear for the Defendants and confess judgment in favor
of the Plaintiff and against the Defendants, jointly and severally, as follows:
Principal outstanding
Interest to February 7, 2001
Attorneys' fees @10%
TOTAL AMOUNT DUE
$12,698.67
$ 49.65
.$ 1.274.83
.$14,023.15
STEVEN L. SUGARMAN & ASSOCIATES
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By:
Steven L. Sugarman, Esquire
Elliot H. Berton, Esquire
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STEVEN L. SUGARMAN 8< ASSOCIATES
BY: steven L Sugarman, Esquire
IDENTIFICATION NO. #32473
1273 LANCASTER AVENUE
BERVVYN,PA 19312
(610) 889-0700
FAX: (610) 993-0498
Cumberland County
Court of Common Pleas
Civil Division
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ATTORNEY FOR Plaintiff, Manufacturers and Traders Trust Company, d/b/a M&T
Bank, Successor by Merger to Keystone Financial Bank, N.A., f/k/a Financial Trust
Company
MANUFACTURERS AND TRADERS TRUST
COMPANY d/b/a M8<T BANK, Successor by
Merger to KEYSTONE FINANCIAL BANK, N.A.,
f/k/a FINANCIAL TRUST COMPANY
601 Dresher Road
Horsham, PA 19044
vs.
VALLON, INC.
400 South Fourth Street
Minneapolis, MN 55415, and
MICHAEL J. BLAKE
910 Folwell Drive S.W.
Rochester, MN 55902, and
CHARLES G. SCHEISS
5200 Dundee Road
Edina, MN 55436, and
BRIAN E. DANZIS
301 Chestnut Ridge Drive
Mechanicsburg, PA 17055
TERM,
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COMPLAINT
(Confession of Judgment for Money Damages)
Plaintiff files this Complaint pursuant to Pa. R.C.P. No. 2951(b) for judgment
by confession and avers the following:
1. Plaintiff, Manufacturers and Traders Trust Company, d/b/a M& T Bank,
Successor by Merger to Keystone Financial Bank, N.A., f/kja Financial Trust Company, is
a commercial bank and trust company which is authorized to conduct business in the
Commonwealth of Pennsylvania, with a place of business located at 601 Dresher Road,
Horsham, Montgomery County, Pennsylvania, 19044 (the "Bank").
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2. Defendant, Vallon, Inc. (the "Borrower"), is a corporation which
receives mail at 400 South Fourth Street, Suite 300, Minneapolis, Minnesota, 55415.
3. Defendant, Michael J. Blake ("Blake"), is an adult individual who
resides at 910 Folwell Drive South West, Rochester, Minnesota, 55902.
4. Defendant, Charles G. Scheiss ("Scheiss"), is an adult individual who
resides at 5200 Dundee Road, Edina, Minnesota, 55436.
5. Defendant, Brian E. Danzis ("Danzis"), is an adult individual who
resides at 301 Chestnut Ridge Drive, Mechanicsburg, Cumberland County, Pennsylvania,
17055.
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6. On April 23, 1998, the Borrower executed a Promissory Note, pursuant
to which it received $900,000.00 from the Bank and agreed to repay the same under the
terms and conditions set forth therein. A true and correct copy of said Promissory Note is
attached hereto as Exhibit "A" incorporated herein and made a part hereof.
7. The Promissory Note provides in pertinent part, the following:
BORROWER HEREBY IRREVOCABLY AUTHORIZES AND
EMPOWERS ANY ATIORNEY OR THE PROTHONOTARY OR
CLERK OF ANY COURT IN THE COMMONWEALTH OF
PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME
FOR BORROWER AFTER A DEFAULT UNDER THIS NOTE, AND
WITH OR WITHOUT COMPLAINT FILED, AS OF ANY TERM,
CONFESS OR ENTER JUDGMENT AGAINST BORROWER FOR
THE ENTIRE PRINCIPAL BALANCE OF THIS NOTE, ALL
ACCRUED INTEREST, LATE CHARGES AND ANY AND ALL
AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING
TO ANY COLLATERAL SECURING THIS NOTE TOGETHER WITH
INTEREST ON SUCH AMOUNTS TOGETHER WITH COSTS OF
SUIT, AND AN ATIORNEY'S COMMISSION OF TEN PERCENT
(10%) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED
INTEREST FOR COLLECITON, BUT IN ANY EVENT NOT LESS
THAN FIVE HUNDRED DOLLARS ($500) ON WHICH JUDGMENT
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STEVEN L SUGARMAN & ASSOCIATES . 127~ UlNCASTER AVENUE' BERWYN, PA 19312
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OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE
IMMEDIATELY; AND FOR SO DOING, THIS NOTE OR A COPY
OF THIS NOTE VERIFIED BY AFFIDAVIT SHALL BE
SUFFICIENT WARRANT. THE AUTHORIlY GRANTED IN THIS
NOTE TO CONFESS JUDGM~NT AGAINST BORROWER SHALL
NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORIlY,
BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL
TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE
UNDER THIS NOTE. BORROWER HEREBY WAIVES ANY RIGHT
BORROWER MAY HAVE TO NOTICE OR TO A HEARING IN
CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT
EXCEPT ANY NOTICE AND/OR HEARING REQUIRED UNDER
APPLICABLE LAW WITH RESPECT TO EXECUTION OF THE
JUDGMENT, AND STATES THAT EITHER A REPRESENTATIVE
OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF
JUDGMENT PROVISION TO BORROWER'S ATTENTION OR
BORROWER HAS BEEN REPRESENTED BY INDEPENDENT
LEGAL COUNSEL.
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8. In addition, on April 23, 1998, Blake, Scheiss and Danzis (collectively,
the "Guarantors'') each executed aCommercial Guaranty (the "Guaranties''), which provide,
in pertinent part, as follows:
GUARANTOR HEREBY IRREVOCABLY AUTHORIZES AND
EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR
CLERK OF ANY COURT IN THE COMMONWEALTH OF
PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME
FOR GUARANTORAFrERA DEFAULT UNDER THIS GUARANTY,
AND WITH OR WITHOUT COMPLAINT FILED, AS OF ANY
TERM, CONFESS OR ENTER JUDGMENT AGAINST GUARANTOR
FOR THE ENTIRE PRINCIPAL BALANCE OF THIS GUARANTY,
ALL ACCRUED INTEREST, LATE CHARGES, AND ANY AND ALL
AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING
TO ANY COLLATERAL SECURING THE INDEBTEDNESS
TOGETHER WITH INTEREST ON SUCH AMOUNTS, TOGETHER
WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF
TEN PERCENT (10%) OF THE UNPAID PRINCIPAL BALANCE
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STEVEN L. SUGARMAN & ASSOCIATES . 1273 LANCASTER AVENUE' BERWYN, PA 19312
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AND ACCRUED INTEREST FOR COLLEcnON, BUT IN ANY
EVENT NOT LESS THAN FIVE HUNDRED DOLLARS ($500) ON
WHICH JUDGMENT OR JUDGMENTS ONE OR MORE
EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING,
THIS GUARANlY OR A COP~ OF THIS GUARANlY VERIFIED
BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE
AUTHORIlY GRANTED IN THIS GUARANlY TO CONFESS
JUDGMENT AGAINST GUARANTOR SHALL NOT BE
EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT
SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES
UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS
GUARANlY. GUARANTOR HEREBY WANES ANY RIGHT
GUARANTOR MAY HAVE TO NOTICE OR TO A HEARING IN
CONNEcnON WITH ANY SUCH CONFESSION OF JUDGMENT,
EXCEPT ANY NOTICE AND/OR HEARING REQUIRED UNDER
APPliCABLE LAW WITH RESPECT TO EXECUTION OF THE
JUDGMENT, AND STATES THAT EITHER A REPRESENTATIVE
OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF
JUDGMENT PROVISION TO GUARANTOR'S ATTENTION OR
GUARANTOR HAS BEEN REPRESENTED BY INDEPENDENT
LEGAL COUNSEL.
True and correct copies of said Commercial Guaranties are collectively attached hereto as
Exhibit "B", incorporated herein and made a part hereof.
9. Judgment has not been entered on the Promissory Note or the
Guaranties in any jurisdiction.
10. The attached Promissory Note and the Guaranties have not been
assigned.
11. The Borrower and the Guarantors are in default of their obligations to
the Bank pursuant to the Promissory Note and the Guaranties for failing to make payments
on demand and when due.
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STEVEN L SUGARMAN & ASSOCIATES . 1273 LANCASTER AVENUE' BERWYN. PA 19312
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12. As a consequence of the foregoing, Plaintiff prays for judgment against
the Defendants as follows:
Principal outstanding
Interest to February 15, 2001
Attorneys' fees @10%
TOTAL AMOUNT DUE
$12,698.67
$ 49.65
$ 1.274.83
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13. Such amount is due and owing by virtue of the Defendants' execution
of said Promissory Note, the Guaranties, and the underlying consideration therefor.
14. Judgment is not being entered by confession against a natural person
in connection with a consumer credit transaction.
WHEREFORE, Plaintiff, Manufacturers and Traders Trust Company, d/b/a
M&T Bank, Successor by Merger to Keystone Financial Bank, N.A., f/k/a Financial Trust
Company, demands that judgment be entered against the Defendants, Vallon, Inc., Michael
J. Blake, Charles G. Scheiss and Brian E. Danzis, jointly and severally, in the amount of
$14,023.15, plus interest from the date of judgment at the rate set forth in the Promissory
Note, together with costs of this action.
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STEVEN L. SUGARMAN & ASSOCIATES
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STEVEN L SUGARMAN & ASSOCIATES . 1273 LANCASTER AVENUE' BERWYN, PA 19312
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PRoCM1SSQ'~~ NOTE
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Borrower:
Vallon, Inc.
400 South Fourth Street, Suite 300
Minneapolis, MN 55415
Lender:
Financial Trust Company
Middletown Office
120 South Union Street
Middletown, PA 17057
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Principal Amount: $900,000.00 Initial Rate: 9.000% Date of Note: April 23, 1998
PROMISE TO PAY. Vallon, Inc. ("Borrower") promises to pay 10 Flnanclsl Trust Company ("Lender"), or order,ln Iswlul money of the United
States of America, on demand, the principal smount of Nine Hundred Thousand & 001100 Dollars ($900,000.00) or so much sa may be
outstanding, together with Interest on the unpaid outstanding ,principal balance of each advance. Interest shalt be cslculaled from the dste of
each advsnce unlll repayment of each advance.
PAYMENT. Borrower will pay this loan Immediately upon Lender's demand. In 'addltlon, Borrower will pay regular monthly payments of all
accrued unpaid Interest due sa of each payment date, beginning May 23, 1998, with sll SUbsequent Interest payments to be due on the same
dsy of esch monthsfler that. The annual interest rate for this Note Is computed on a 36S/3S0 basis: that Is, by applying the raUo of the annual interest
rate over a year of 3SO dsys, multiplied by the oulstandlng principsl balance, mulUpiled by the actual oumber of days the principal balance Is
outstaoding. Borrower will pay Lender at Lende~s address shown above or at such other place as Lender may designate In wriUng. Unless otherwise
agreed or required by applicable law, payments will be applied first to accrued unpaid interest, then to principal, aoo.-aoy remaiolng amount to any
unpaid coilecUoo costs aod late cherges.
. VARIABLE INTEREST RATE. The Interest rate on this Note Is subject to change from Ume to time based on chenges in an Index which Is Lende~s
Prime Rate (the "Index"). This Is the rate Lender charges, or would charge, on 9O-day unsecured loans to the most creditworthy corporate customers.
This rate mayor may not be the lowest rate available from Lender at any given Ume. Lender will teil Borrower the current Index rete upoo Borrower's
request. Borrower understands that Lender may make loans based on other rates as well. The Interest rate change wiil not occur more often than
each DAY. The Index currently Is 8.500% per annum. The Interest rale to be applied to the unpaid principal balance of this Note will be at a
rate of 0.500 percentage points over the Index, resulting In an Initial rate of 9.000% per snnum. NOTICE: Under no circumstances will the interest
rate on this Note be more than the maximum rate ailowed by spplicable law.
PREPAYMENT. Borrower may pay without penally ail or a portion of the amount owed eariier than it is due. Eariy paymenls wiil nol, uoless agreed to
by Lender In writing, relieve Borrower of Borrowe~s obligaUon to conUnue to make payments of accrued uopald Interest. Rather, they wiil reduce the
principal balance due.
LATE CHARGE. If a regularly scheduled interest payment Is 15 days or more late, Borrower wiil be Charged 5.000% of the regularly scheduled
payment. If Lender demands payment of this loan, and Borrower does oot pay the loan within 15 days sfIer Lender's demand, Borrower also will
be charged 5.000% of the sum of the unpaid principal plus accrued unpaid Interest.
DEFAlL T. Borrower will be In default If any of the following happens: (a) Borrower fails to make any payment when due. (b) Borrower breaks any
promise Borrower has made to Leoder, or Borrower fails to comply with or to perlorm when due any other term, obllgaUoo, covenant, or condiUon
contained in this Note or aoy agreement related to this Note, or In any other agreement or loan Borrower has with Leoder. (c) Borrower defaulls under
any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, In favor of any other creditor or person that
may materiaily affect aoy of Borrower's properly or Borrowe~s ability to repay this Note or perform Borrower's obllgalions under this Note or aoy of the
Related Documents. (d) Any representation or statement made or furnished to Lender by Borrower or on Borrower's behalf is false or misleadiog in aoy
material respect either now or at the lime made or furnished. (e) Borrower becomes Insolvent, a receiver is appointed for aoy pari of Borrowe~s
properly, Borrower makes an assignment for the benefit of creditors, or any proceeding is commenced either by Borrower or against Borrower uoder
any baokruptcy or Insolvency laws. (I) Any creditor tries to take any of Borrowe~s properly on or in Which Leoder has a lIeo or security Interest. This
includes a garnishment of any of Borrowe~s accounts with Lender. (g) Any guarantor dies or any of the other events described in this default section
occurs with respect to any guarantor of this Note. (h) A material adverse change occurs In Borrower's financial condition, or Lender believes the
prospect of payment or performance of the Indebtedness is Impaired. (i) Lender In good failh deems Itself Insecure.
LENDER'S RIGHTS. Upon default, Lender may, after giving such notices as required by applicable law, declare the enUre unpaid prioclpal balance 00
this Note and ail accrued unpaid Interest immediately due, and then Borrower will pay that amount. Lender may hire or pay someone else to help
collect this Note if Borrower does not pay. Borrower also will pay Lender that amouol. This Includes, subject to any limits uoder applicable law,
Lender's allorneys' fees and Lende~s legal expeoses whether or oot there is a lawsuit, includiog allorneys' fees and legal expenses tor baokruptcy
proceedings (including efforts to modify or vacate any automatic stay or lojuncilon), appeals, aod any anticipated post-judgment collectioo services. If
not prohibited by applicable law, Borrower also will pay any couri cosls, In addition to all other sums provided by law. If judgment is entered In
conoectlon with this Note, interest will continue to accrue on this Note after jUdgment at the interest rale applicable to this Note at the time judgment is
entered. Thla Note has been delivered to Lender and accepted by Lender tn the Commonwealth 01 Pennsylvania. If there Is a lawsull,
Borrower agrees upon Lender's request to submit to the lurlsdlcllon of the courls of Dauphin County, the Commonwealth or Pennsylvanls.
This Note shall be governed by and construed In accordance with the laws of the Commonwealth of Pennsylvanls.
RIGHT OF SETOFF. Borrower granls to Lender a cootractual possessory security interest In, and hereby assigns, conveys, delivers, pledges, and
transfers to Lender all Borrower's right, title and inlerest in and to, Borrowe~s accounls with Lender (whether checking, savings, or some other
accouol), including without timitalion all accounts held jointly with someone else and all accouols Borrower may open In the tuture, excluding however
all IRA and Keogh accouots, and all trust accounls for which the grant of a security interest would be prohibited by law. Borrower authorizes Lender, to
the extent permilted by applicable law, to charge or setoff all sums owiog on this Note against aoy and all such accounts.
LINE OF CREDIT. This Note evidences a revolving line of credit. Advances under this Nole may be requested orally by Borrower or by an authorized
person. Lender may, but need not, require that all oral requests be confirmed in writing. All communications. instructions, or directions by telephone. or
otherwise to Lender are to be directed to Lender's office shown above. The following party or parties are authorized to request advances under the hne
of credit until Lender receivBs from Borrower at Lender's address shown above written notice of revocation of their authority: Alan C. Discount,
President: Scoll T. Rlchsrdson, Chief Flnsnclal Officer: and Mlchsel J. Blake, Chairman 01 the Bosrd. Borrower agrees to be liable for all sums
either: (a) advanced in accordance with the instructions of an authorized person or (b) credited to Bny of Borrower's accounts With Lend~r. ~he
unpaid principal balance owing on this Note at any time may be evidenced by endorsements on this Note or by Lender's inte~n~l records. including
daily computer print-outs. Lender will have no obligation to advance funds under this Note if: (8) Borrower or any guarantor 15 In default u.nd~r the
terms of this Nole or any agreement that Borrower or any guarantor has with lender, including Bny agreeme~1 made in connection with the ~Ignlng .of
this Note; (b) Borrower or Bny guarantor ceases doing business or is jn~olvent; (e) Bny guarantor seeks. claims or otherwise anempts to 11,:"11, modify
or revoke such guarantor's guarantee of this Note or any other loan with L~nder; (d) Borr~wer has applied .funds provided pursuant to thiS Note f~
purposes other than those authorized by Lender; or (e) Lender in good faIth deems lIself Insecure under thiS Note or any other agreement betwee
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04-'23-199(1
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PROIIJII!SO~Y NOTE
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Lender and Borrower.
GENERAL PROVISIONS. ThIs Note Is payable on demand. Theli1ClUaion 01 ip8cl1lc default provisions or rlghls 01 Lender shall nol preclude LInder's
right to decIar8 payment oIlhIs Naill on lis damand. Lender may delay or Iolgo enlordog any 01118 rlghls or remedies under this Note wlthoullOSing Ii
them. Borrower and any other person who signs, guaran'- or endorses this Note, to the extent allowed by law, waive presentmen~ demand lor II
payment, protest and no1lce 01 dishonor. Upon any change In the terms 01 this Note, and unless otherwise expressly slated In writing, no party who 11
signs this Note, whather as meker, guarantor, accommodation maker or endCll18l', shan be released from liability. All such partlos agree that Lender i"
may renew or extend (repeatedly and for any length 01 time) this loan, or release any party or guarantor or collateral; or Impair, fall to reaIIz8 upon or 1;,1,:,.
perfect Lender'sS8Curtty Interest In the collateral; and lake any other action deemed necessary by Lender without the consent of or nab to anyone. !'
All such parties also egree that Lender may modify this loan wlthoulthe consent 01 or nab to anyone other than the party with whom the modlllcation IP
Is made. II any portion of this Note Is for any reason determined to be unenforceable, II will not allecl the enlorceablllly of any other provisions 01 this i!
Note. ,;
CONFESSION OF JUDGMENT. BORROWER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS A/oN ATTORNEY OR THE PROTHONOTARY
OR CLERK OF AtN COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT A/oN TIME FOR BORROWER AFTER ill
A DEFAULT UNDER THIS NOTE, AND WITH OR WITHOUT COMPlAINT FILED, AS OF AtN TERM, CONFESS OR ENTER JUDGMENT AGAINST "
BORROWER FOR THE ENTIRE PRINCIPAL BALANCE OF THIS NOTE, ALL ACCRUED INTEREST, LATE CHARGES, AND AtN AND ALL AMOUNTS !~,:
EXPENDED OR ADVANCED BY LENDER RELATING TO A/oN COLLATERAL SECURING THIS NOTE TOGETHER WITH INTEREST ON SUCH ,
AMOUNTS, TOGETHER WITH COSTS OF SUIT, AND AN ATT~NEY'S COMMISSION OF TEN PERCENT (10'110) OF THE UNPAID PRINCIPAL ~
BALANCE AND ACCRUED INTEREST FOR COUECTlON, BUT IN AtN EVENT NOT LESS THAN FIVE HUNDRED DOLLARS ($500) ON WHICH
JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MA" ISSUE IMMEDIATELY: AND FOR SO DOING, THIS NOTE OR A COPY OF THIS Ii..
NOTE VERIFIED, BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORnY GRANTED IN THIS NOTE TO CONFESS JUDGMENT ~
AGAINST BORROWER SHALL NOT BE EXHAUSTED BY AtN EXERCISE OF THAT AUTHORlTY, BUT SHALL CQNTINUEFRQM TIME TO TlMI' AND ~
AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS NOTE. BORROWER HEREBYWAM:S MlY.R1GtlT BORROWER ~
MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH AtN SUCH CONFESSION OF JUDGMI'NT, EXCEPT AtN NOTICE AND/OR ~,l.',
HEARING REQUIRED UNDER APPLICABLE LAW WITH RESPECT TO EXECUTION OF THl' JUDGMENT, AND STATES THAT EITHER A J
REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVlSION.TO BORROWER'S ATTENTION OR f;,
BORROWER HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. . !:I
PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THl' PROVISIONS OF THIS NOTE, INCLUDING THl' VARIABLI' :,'111
INTERI'ST RATE PROVISIONS. bORROWER AGREES TO THE TERMS OF THI' NOTI' AND ACKNOWLEDGES RI'CI'IPT OF A COMPLETED I'
COPY OF THE NOTE. Ii
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THIS NOTE HAS BE:EN SfGNI!D AND SaLl!D BY THE: UNDERSIGNI!D.
BORROWER:
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LASER PRO, Reg. U.S. Pat. & T.M. Off., Ver. 3.24d (c) 1998 OFI PrOServlCel, Inc. All rlghls reserved. [PA-D20 E3.24 F3.24 Pa.24 VALLON.LN C2.0VL)
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') COMMERCIAL GUARANT-)
References In the shaded ern are lor Lender's use ani
Borrower: Vallon, Inc.
400 South Fourth Slreet, Sulle 300
Minneapolis, MN 55415
Lender: Financial Trust Company
Mlddlatown OIlIce
120 South Union Street
Middletown, PA 17057
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Guarantor:
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AMOUNT OF GUARANTY. This Is a guaranty 01 payment 01 the Note, Including wllhoutllmllatlon the principal Note amount 01 Nine Hundred 11
Thousand & 00/100 Dollars ($900,000.00). !'j
GUARANTY. For good and valuable consideration, Mlcheal J. Blake ("Guarantor") absolutely and uncondlllonally guarantees and promises to li...1
pay to Financial Trust Company ("Lender") or Its order, on demand, In legal tender 01 the United Slates 01 America, the Indebtedness (as lhat "I
term Is deflned below) 01 Vallon, Inc. ("Borrower") to Lender on the terms and condlllons set lorlh In Ihls Guaranty. i'!
DEFINITIONS. The Iollowlng words shall have the lollowlng meanlogs when used In this Guaranly: I,
Borrower. The word "Borrower" means Vallon, loc.. I"
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Guarantor. The word 'Guarentor" means Mlcheal J. Blake.
Guaranty. The word "Gueranly" means this Guaranly made by Guarantor lor the benefit of Lender dated April 23, 1998.
Indebtedness. The word "Indebtedness" means the Note, locludlng (a) all principal, (b) all Interest, (c) all late charges, (d) all loan fees andi
loan charges, and (e) all collection costs and expenses relallng to the Note or to any collateral for tha Note_ Collection costs and expenses "1
Include without limitation all 01 Lendefs allorneys' lees and Lendefs legal expenses, whether or not suit is instituted, and allorneys' fees and legal :R
expenses lor bankruptcy proceedings Qnclucllng efforts to modlly or vacate any automatic stay or Injunction), appeals, and any anllclpated ':1
post-judgment collection services.;:
Lender. The word "Lender" means Financial Trust Company, Its successors and assigns.
Note. The word "Note' means the promissory note or credll agreement dated April 23, 1998, In the original principal amount 01 $900,000.00
from Borrower to Lender, together with all renewals 01, exleoslons aI, modifications of, refinencings of, consolidations aI, and substitutions lor the
promissory note or agreement. Notice to Guarantor: The Note evidences a revolving line 01 credltlrom Lender to Borrower.
Related Documents. The words "Related Documents" mean and Include wllhout limitation ail promissory noles, credit agreements, loan
agreements, environmental agreements, guaranties, securily agreements, mortgages, deeds of trust, and all other Instruments, agreements end
documents, whether now or hereafter existing, executed in connecllon wllh the Indebtedness.
MAXIMUM LIABILITY. The mexlmum liability 01 Guarantor under this Guaranty shell not exceed at anyone time Ihe amount 01 Ihe
Indebledness described above, plus all costa and expenses 01 (a) enforcement 01 this Guaranty and (b) collection and sale 01 any collateral
securing this Gueranty.
The above IImllatioo 00 lIabillly is not a restriction on the amount of the Indebtedness of Borrower to Lender either in the aggregate or at anyone time.
II Lender presently holds one or more guaranties, or hereafter receives additional guaranties from Guarantor, the rights of Lender under all guaranties
shall be cumulallve. This Guaranly shall not (unless specifically provided below to the confrary) affect or invalidate any such othar guaranties. The
lIabilily of Guarantor will be the aggregate liability 01 Guarantor under the terms of this Guaranty and any such other untermineted guaranties.
NATURE OF GUARANTY. Guarantor Intends to guarentee at all times the performance and prompt payment when due, whethar at maturity or earlier
by reason 01 acceleration or olherwise, 01 all Indebtedness within the limits setlorlh in the preceding section 01 this Guaranty. This Guaranty covers a
revolving line of credit and guarantor understands and agrees that this guarantee shall be open and continuous until the line 01 credit Is
terminated and Ihe Indebtedness Is paid In lull, as provided below.
DURATION OF GUARANTY. This Guaranly will lake effect when received by Lender without the necessity of any acceptance by Lender, or aoy notica
to Guarantor or to Borrower, and will conllnue In lull loree until all Indebtedness shall have bean fully aod finally paid and satisfied and all other
obligations 01 Guarantor under this Guaraoty shall have been performed in lull. Releasa of any other guarantor or terminetion of aoy other guaranty of
the Indebtedness shall not alleetthe liability 01 Guarantor under this Guaranty. A revocation received by Lender from anyone or more Guarantors shall
not alleet the liability of any remaining Guarantors under this Guaranty. This Guaranty covers a revolving line 01 credit and It la speclflcally
antlclpeted that fluctuations will occur In the aggragate amount 01 Indebtedness owing from Borrower to Lender. Guarantor speclflcally
acknowledges and agrees that fluctuations In the amount 01 Indebtedness, even to zero dollars ($ 0.00), shall not conslltute a termination of
this Guaranty. Guarantor's liability under this Guaranty shall terminate only upon (al termination In writing by Borrower and Lender 01 the line
01 credit, (b) payment 01 the Indebtedness In full In legal tender, and (c) payment In lull In legal tender 01 all other obligations 01 Guarantor
under this Guaranty,
GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor aulhorizes Lender, without notice or demand and without leasenlng Guarantor's
liability under this Guaranty, from time to lime: (a) to make one or more addlllonal secured or unsecured loans to Borrower, to lease
equipment or other goods to Borrower, or otherwise to extend addlllonal credit to Borrower; (b) to alter, compromise, renew, exlend,
eccelerate, or otherwise change one or more times the time lor payment or olher terms 01 the Indebtedness or any part 01 the Indebtedness,
Including Increases and decreases 01 the rale of Interest on Ihe Indebtedness, extensions may be repeated and may be for longer than the
original loan term; (c) to take and hold security lor the payment 01 this Guaranty or the Indebtedness, and exchange, enlorce, waive,
subordinate, lall or decide not 10 perfect, and release any such security, with or without the subslllutlon 01 new collaleral; (d) to release,
subslllute, agree not to sue, or deal with anyone or more 01 Borrower's surelles, endorsers, or other guarantors on any terms or In any
manner Lender may choose; (e) to determine how, when and what application 01 payments and credits shall be made on the Indebledness;
(I) to apply such security and direct the order or ms~ner 01 sale thereol, Including wlthoutllmltallon, any nonjudicial sale permllled by the
terms 01 the controlling security agreement or deed olt/ust, 8S Lender In Its discretion may determine, (g) to sell, transler, assign, or grant
partiCipations In all or any part 01 the Indebtedness; and (h) 10 assign or transfer Ihls Guaranty In whole or In pari.
GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarsnlor represents and warrants to Lender that (a) no represenlaUons or agreements
of any kind have been made to Guarantor which wouid limit or qualify io aoy way the terms of this Guaranly; (b) this Guaranty is execuled at
Borrower's request and not 81 the request of Lender; (c) Guarantor has full power, right and authority to enter into this Guaranty; (d) the prOVISions of
Mlcheel J. Blake
4814 Edina Boulevard
Edina, MN 55424
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-04-23-1998
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COMM~"tIALGUARANTY.
(ConUnued)
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this Guaranly do not confilet with or resullln a delault under any .gree'1'8nl or olher Inslrumenl binding upon Guarantor and do nol result In a vlolaUon
of any law, regulaUon, court decree or order applicable 10 Gllaii.~lllI1 (Ii) G~aranlor has not and will not, wllhoullhe prior wrilten consenl of Lender Ii'
sell, lease, assign, encumber, hypothecate, transler, or olherwtS8 Cllsposo 0' all or substanllally ell of Guarantor's assets, or any Interest therein; (I) upo~ ,Iii
Lender's request, Guaranlor will provide to Lender ftnenolal and credlllnformeUon In Iorm acceptable 10 Lender, and all such ftnanciallnformaUon I.j
which currenUy has been, and alllulure ftnanclallnformaUon which will be provided 10 Lender Is and will be true aod correclln all material respects and II
fairly presentlhe financial condlllon 01 Guaranlor as of the dales Ihe financial InformaUon Is provided; (g) no malerlal adverse change has occurred io I"
Guaranto(s financial condlUon since Ihe date 01 Ihe most recent financial statements provided to Lender and no eveot has occurred which may ,i
malenally adversely affect Guaranlo(s ftnanclal condlUon; (h) no IIUgaUon, claim, InvesUgallon, administraUve proceeding or similar action (Including !I
Ihose for unpaid texes) againsl Guarantor Is pendlog or threalened; (i) Lender has made no representaUon to Gueranlor as to the creditworthiness 01 ;';
Borrower; and Ol Guarantor has established adequate means of obtaining from Borrower on a conUnulng basis Information regarding Borrowe(s ,,'
financial condlfton. Guarantor agrees to keep adequately inlormed from such means 01 any facts, events, or circumstances which mlghl in any way i,;
affecl Guaranlor's risks under this Guaranly, and Guarantor further agrees that Lender shall have no obllgaUon to disclose to Guarantor any InformaUon 11
or documents acquired by Lender In Ihe course 01 Its relaUonshlp with Borrower,
GUARANTOR'S WAIVERS. Except as prohiblled by applicable law, Guaranlor waives any right to require Lender (a) to continue lending money or to I.f
extend other credll to Borrower; (b) to make any presentment, protesl, demand, or notice of any kind, Including notice of any noopaymenl 01 Ihe i j
Indebtedness or of any nonpaymenl related to any collateral, or ndtlce of any action or nonaction on Ihe part of Borrower, Lender, any surely, endorser, Ij
or olher guarantor in connection with the Indebtedness or In cOMecUon wllh the creaUon of new or additional loans or obligations; (c) 10 resort for Ii
payment or to proceed directly or at once against any person. Including Borrower or any other guarantor; (d) to proceed directly a,galnst or exhaust any !':~
collaleral held by Lender from Borrower, any other guaranlor, or 'any other person; (e) .10 give notice of Ihe terms, time, and place 01 any public or 1..1"
private sale of personal properly securily held by Lender from Borrower or to comply with any olher applli:able provisions of the Urnlorm Commercial .
Code; (f) to pursue any other remedy within Lender's power; or (g) to commit any act or omission of any kind. or at any time, with respect to any ri:
matter whatsoever. - -. i ':
If now or herealter (a) Borrower shall be or become Insolvenl, and (b) Ihe Indabledness shall not at all times unUl paid be fully secured by collalaral 'I".!
pledged by Borrower, Guarantor hereby lorever waives and relinquishes In favor 01 Leoder and Borrower, and lhalr respective successors, any claim or iI
right to payment Guaranlor may now have or hereafter heve or acqutra against Borrower, by subrogaUon or otharNlse, so that at no Ume shall;
Guarantor be or become a 'creditor" 01 Borrower wilhin the meaning 0111 U.S.C. section 547(b), or any successor provision 01 the Federal bankruptcy 'i
laws.
Guarantor also waives any and all rights or delenses arising by reason of (a) any "one action' or "anti-deficlency" law or any other law which may
prevent Lender from bringing any action, including a claim lor deficiency, against Guarentor, belore or after Lende(s commancement or completion of
aoy foreclosure action, either judicially or by exercise 01 a power of sale; (b) any election of remedies by Lender which destroys or otherwise adversely
affects Guaranto(s subrogation rights or Guaranlor's rights to proceed against Borrower for reimbursement, Including without limitation, any loss of
rights Guarantor may suffer by reason 01 any law limiting, qualifying, or discharging the Indebtedness; (c) any disability or olher defense 01 Borrower, Of
any other guarentor, or of any other person, or by reason 01 the cessation of Borrowe(s liablllly from any cause whatsoever, other than payment In full
in legal lender, of the Indebtedness; (d) any, right to claim dlscherga 01 the Indebtedness on the basis 01 unjustified Impairment 01 any collateral lor the
Indebtedness; (e) any stalute 01 limitations, If at any time any acUon or suit brought by Lender against GUarantor ts commenced there Is oulstandlng
Indebtedness 01 Borrower to Lender which is not barred by any applicable statute 01 limitations; or (I) any delenses given to guarantors at law or in
equily other than aclual peyment and performance of the Indebtedness. If payment is made by Borrower, whether voluntarily or olherwise, or by any
third party, on the Indebtedness and thereafter Lender is lorced to remll the amount 01 that payment to 'Borrowe(s trustee In bankruplcy or to any
similar person under any federal or state bankruptcy law or law lor the relief of debtors, the Indebtedness shall be coosidered uopaid lor the purpose 01
enforcement of this Guaraoly.
Guaranlor further waives and agrees nolto assert or claim al any lime any deductions to the amount guaranteed uoder this Gueranly lor aoy claim of
setoff, counterclaim, counter demaod, recoupment or similar right, whether such claim, demaod or right may be asserted by the Borrower, the
Guarantor, or both.
GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees that each of the waivers set forth above is made
with Guarantor's full knowledge of its significance and consequeoces and that, under the circumstances, the waivers are reasonable and not contrary to
pUblic policy or law. If any such waiver is determined to be contrary 10 any applicable law or public policy, such waiver shall be effecllve only to the
extenl permilted by law or public polley.
LENDER'S RIGHT OF SETOFF. In addition to all liens upon and rights of setoff against the moneys, securities or other properly 01 Guarantor given to
Lender by law, Lender shall have, with respect to Guaranto(s obligations to Lender under this Guaranly and to the extent permllled by law, a
contractual possessory securily Inlerest In and a right 01 setoff against, and Guarantor hereby assigns, conveys, delivers, pledgas, and trans~rs to
Lender all of Guaranto(s righi, titie and interest io aod to, all deposits, mooeys, securities and other properly of Guaraotor now or hereafier In the
possessioo of or on deposit wilh Lender, whether heid io a general or special account or deposit, whether held jointly with someone else, or whether
held for safekeeping or otherwise, excluding however all IRA, Keogh, and trust accounts. Every such securily Interest and right of setoff may be
exercised without demand upon or nolice to Guaraotor. No securily interest or right of setoff shall be deemed to have been waived by any act or
conduct on the part of Lender or by any neglect to exercise such right of setoff or to enforce such securily ioterest or by any delay In so dOing. Every
right of setoff and securily interest shall contioue in full force and effect until such right of setoff or securily interest is specifically waived or released by
an Instrument in wriling executed by Lender.
SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees Ihat the Indebtedoess of Borrower to Lender, whether now
existing or hereafter created, shall be prior to any claim that Guarantor may now heve or hereafter acquire against Borrower, whether or nol Borrower
becomes insolvent. Guarantor hereby expressly subordinates any claim Guaranlor may have against Borrower, upon any accouol whatsoever, to aoy
claim that Lender may now or hereafter heve agaiost Borrower, In the event of Insolvency and coosequentllquidatlon of the assets of Borrower,
through bankruptcy, by an assignment for the benefit of creditors, by voluntary IIquidaUon, or otherwise, the assets of Borrower applicable to the
paymeot of the claims of both Leoder and Guarantor shall be paid to Lender aod shall be first applied by Lender to the lodebtedo,ess of Borrower to
Lender. Guarantor does hereby assign to Lender all claims which it may have or acquire against Borrower or .sgainst any assignee or tr~stee In
bankruptcy of Borrower; provided however, that such assignment shall be effective only for the pur~ose ~f assUring to LendE!r f~" payment In legal
tender of the Indebtedness. If Lender so requests, Bny notes or credit agreements now or hereafter eVIdenCing any debts or obligations of Borrower to
Guarantor shall be marked with a legend that the same are subject to this Guaranty and s~all be delivered to Len~er. ~uarantor agrees. snd Lender
hereby is authorized. in the name of Guarantor, from time to time to execute and file finanCing statements and continuation statem~nts.and to execu~e
such other documents and to take such other actions as Lender deems necessary or appropriate to perfect, preserve and enforce Its rights under th s
Guaraoly,
MISCELlANEOUS PROVISIONS. The following miscellaoeous provisions are a part 0' Ihis Guaranly:
Amendments. This Guaranty, together with any Related Docu"1Qn!s, constitutes the entire understanding ~nd ~gree~ent of th~ parties as to the
matters set forth in this Guaranty. No alteration of or amendmenl'to lhis Guaranty shall be effective unless given In writing and Signed by the party
or parties sought to be charged or bound by the alleratlon or amendment.
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COMMeRCIAL GUARANTY
(Continued)
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Applicable Law. This Guaranty has been dollvered 10 L~Ij~j;,;"al'ldacco~ted by Landor In Iho Commonwaallh 01 Ponnsylvanla. IIlhare Is a
lawsull, Guaranlor agrees upon Landors raquestlo SUblllll,llllhi jUhlidlcllon 01 tho couris 01 Dauphin County, Commonwaallh 01 Ponnsylvaola
This Guaranty shall bo governod by and construod In accordance wilh Iho laws ollho Commonwealth 01 Ponnsylvoolo. '
Attorneys' Fees; Expenses. Guarontor agrees 10 pay upon damand all of Londer's costs and expanses, Including oUornays' lees and Londer's
logal exponses, Incurrod In connection with tho onforcemont of Ihls Guaranty. Londor may pay somoono olse 10 holp onforce Ihls Guaranty and
Guaranlor shall pay Iho costs and exponses 01 such onforcomenl. Costs and expenses Include Londor's aUorneys' lees and Iogal exp~nsos
wholhor or nol Ihore Is a lawsuit, including aUorneys' fees and logal exponses tor bonkruplcy proceedings (and includlog o"orIs 10 modify or
vacalo any aulomatic stay or Injunction), appeals, and any aotlcipaled posl-judgmonl collocllon services. Guaranlor also shall pay all court costs
aod such additional lees as may bo dlrectod by Iho court.
Nollces. All notices roqulrod to bo given by olther party 10 tho othor under this Guaranty shall boln writiog, may be sent by letefacslmllo (unless
olherwlse required by law), and shall be olloctive when actually dollvered or whon deposited with a nationally riICogolZlld overnight courter, or
whan doposltod In Iho Unltod Stales mall, first class postago propald, addressod to Ihe party 10 whom tho notice Is to bo given allho address
shown above or to such oth~ addresses as ellhor party may deslgnatoto Iho olher in writing. II thoro Is morothan ono Guarantor, nollce to any
Guarantor will constitute notice to all Guarantors. For nollco purposes, Guarentor agrees to keep Londor informed al all times 01 Guaranlor's
curronl address.
Inlerprelallon. In all cases whore thoro Is moro than ono Borrowar or Guaraotor, than all words usod in this Guaraoty In tho singular shall bo
deemod to havo been used In Iho plural whoro tho conlaxl and conslructioo so requiro; and whero thore Is moro Ihan one Borrower named In this
Guaranty or whon Ihls Guaranty Is oxocutod by more Ihan ona Guarantor, the words '1lorrowor" and "Guarantor" respectively shall meao all aod
any ono or moro of thom. Tho words "Guarantor," '1lorrowor," and ~nder" Includo tho heirs, successors, assigns, and transrorees of each of
thom. Caption headings In Ihls Guaranty are lor convenionce purposes only and aro nolto bo used 10 interpret or dafino the provisioos 01 this
Guaranty. II a court 01 compatont jurisdiction finds any provision of Ihls Guaraoty to bo invalid or unonlorcoablo as Ie any parson or circumstance,
such findlngshall n,ol rendor thel provision invalid or unenlorceable as 10 any olher parsons or circumstances, and all provisions of this Guaranty
In all other respects shall remaln valid and enlorceable. II anyone or mora 01 Borrower or Guarantor are corporations or partnerships, Ills not
necessary for Lender 10 inquire inlo the powers or Borrowaror Guarantor or 01 the officers, directors, partners, or agenls acting or purporting to act
on their behall, and any Indebtedness made or created In rollance upon Ihe professed exercise 01 such powers shall be guaranteed undor Ihis
Guaranty.
Walver. Lendor shall not bo deemod to havo waived any righls undor this Guaranty unless such waivor Is given In writing and signod by Londer.
No dolay or omission on Iho part of Londor in exorcising any right shall oporalo as a waiver of such right or any other right. A walvor by Londer of
a provision of this Guaranty shall not projudlco or constltulo a waiver 01 Londors righl olhorwlse to domand strict compliance with that provisloo or
any olhor provision 01 this Guarenty. No prior waivor by Londor, nor any courso of dealing botween Londor and Guaranlor, shall constilute a
waiver 01 any 01 Londors rights or of any 01 Guarantors obligations as 10 any future Iransactions. Whanever Iho consont of Londer is roqulred
undor this Guaranty, tho granting 01 such consenl by Lendor In aoy instance shall nol constituto continuing consont 10 subsoquont Instaoces
whero such consonlls required and in all cases such ~onsont may bo granted or withhold in tho solo discretion 01 Londer.
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CONFESSION OF JUDGMENT. GUARANTOR HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS AroN ATTORNEY OR THE
PROTHONOTARY OR CLERK OF AroN COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANYTIME FOR
GUARANTOR AFTER A DEFAULT UNDER THIS GLJARANlY, AND WITH OR WITHOUT COMPLAINT FILED, AS OF AroN TERM, CONFESS OR
ENTER JUDGMENT AGAINST GUARANTOR FOR THE ENTIRE PRINCIPAL BALANCE OF THIS GUARANlY, ALL ACCRUED ImEREST, LATE
CHARGES, AND AroN AND ALL AMOUNTS EXPENDED OR ADVANCEP BY LENDER RELATING TO AroN COlLATERAL SECURING THE
INDEBTEPNESS TOGETHER WITH INTEREST ON SUCH AMOUNTS, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF
TEN PERCENT (10%) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN AroN EVENT NOT LESS THAN
FIVE HUNDRED DOLLARS ($500) ON WHICH JUDGMENT OR,JUDGMENTS ONE OR MORE EXECunONS MAY ISSUE IMMEDIATELY; AND FOR
SO DOING, THIS GUARANlY OR A COPY OF THIS GUARANlY VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORI1Y
GRANTED IN THIS GUARANlY TO CONFESS JUDGMENT AGAINST GUARANTOR SHALL NOT BE EXHAUSTED BY AroN EXERCISE OF THAT
AUTHORITY, BUT SHALl CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS
GUARANlY. GUARANTOR HEREBY WAIVES AroN RIGHT GUARANTOR MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY
SUCH CONFESSION OF JUDGMENT, EXCEPT ANY NOTICE AND/OR HEARING REQUIRED UNDER APPLICABLE LAW WITH RESPECT TO
EXEcunON OF THE JUDGMENT, AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF
JUDGMENT PROVISION TO GUARANTOR'S ATTENTION OR GUARANTOR HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL.
EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAWIG READ ALL THE PROVISIONS OF THIS GUARANTY AND ,AGREES TO ITS
TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND
DalVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH
IN THE SECTION TITLED "DURATION OF GUARANTY." NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY
EFFECTIVE. THIS GUARANTY IS DATED APRIL 23, 1998.
THIS GUARANTY HAS BEEN SIGNED AND SEALED BY THE UNDERSIGNED.
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MI J. Blake .............
I.ASER PRO. Rag. U.S. ~at. & T,M. Off., Ver. 3.24d (c) 1998 CFI ProServlCe5, Inc. All rlghls reserved.IPA-E20 E3.24 F3.24 P3.24 VALLON.LN C2.QVL}
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)COMMERCIAL, GUARANTY.
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Borrower: Vallon, Inc.
400 South Fourth Street, Sulle 300
Minneapolis, MN 55415
Lender: Financial Trust Company
Middletown OlIIce
120 South Union Street
Middletown, PA 17057
Guarantor: Brian E. Danzls
301 Chestnut Ridge Drive
Mechanlcsburg, PA 17055
AMOUNT OF GUARANTY. Thla la a guaranty 01 payment 01 the Note, Including wlthoutllmltallon the principal Note amount 01 Nine Hundred
Thousand & 00/100 Dollars ($900,000.00).
GUARANTY. For good and valuable conslderallon, Brian E. Danzls ("Guarantor") absolutety and uncondlllonally guarantees and promises to
pay to Financial Trust Company ("Lender") or Its order, on demand, In legal tender 01 the United States 01 America, the Indebtedness (as that
term Is dellned below) 01 Vallon, Inc. ("Borrower") to Lender on the terms and condlllons setlorth In this Guaranty.
DEFINITIONS. The followlog words shall have the following meanings when used In this Guaranty:
Borrower. The word "Borrower" means Vallon, Inc..
Guarantor. The word "Guarantor" means Brian E. Danzis.
Guaranty. The word "Guaranty" means this Guaranty made by Guarantor for the benefit of Lender dated April 23, 1998.
Indebtedness. The word 'Indebtedness" means the Note, Includiog (a) all principal, (b) all Interest, (c) all late charges, (d) all 1080 lees and
1080 charges, and (e) all collection costs aod expenses relating to the Note or to any collateral lor the Note. Collection costs and expenses
Include without limitation all of Lende~s allorneys' lees and Lende~s legal expenses, whether or no! suit is Instituted, and allorneys' lees and legal
expenses for bankruptcy proceedings (Includiog efforts to modlty or vacate any automatic stay or lojunctloo), appeals, and any aoticipated
post-judgment collection services.
Lender. The word 1.eoder" means Financial Trust Company, its successors and assigos.
Note. The word "Note' means the promlssOlY note or credit agreemeot dated April 23, 1998, In the original prtnclpal amount 01 $900,000.00
from Borrower to Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the
promissory, oote or agreement. Nollce to Guarantor: The Note evidences a revolving line 01 credit from Lender to Borrower.
Related Documents. The words "Related Documents" mean and Include without limitation all promissory notes, credit agreements, loan
agreements, environmental agreaments,guaraoties, security agreements, mortgages, deeds of trust, and all other instruments, agreemeots and
documents, whether now orherealterexisting, executed In connection with the Indebledness.
MAXIMUM LIABILITY. The maximum liability 01 Guarantor under this Guaranty shall not exceed at anyone time the amount 01 the
Indebtedness described above, plus all cosls and expenses 01 (a) enforcement 01 this Guaranty and (b) collecllon and sale 01 any collateral
securing this Guaranty.
The above limitation on liability is not a restriction on the amount of the Indebtedness 01 Borrower to Lender either In the aggregate or at anyone time.
II Lender presently holds one or more guaranties, or hereafter receives addiliooal guaraoties from Guarantor, the rights of Lender under all guaraotles
shall be cumulative. This Guaranty shall not (unless specifically provided below to the confrary) affect or invalidate any such other guaranties. The
liability of Guarantor will be the aggregate liability of Guarantor uoder the terms 01 this Guaranty aod any such other unterminated guaranlies.
NATURE OF GUARANTY. Guarantor intends to guarantee at all times the perlormance and prompt payment when due, whether at maturity or eariier
by reason 01 acceleration or otherwise, 01 all Indebtedness within the limits set forth in the preceding section 01 this Guaraoty. This Guaranty covers a
revolving line 01 credit and guarantor understands and agrees that this guarantee shall be open and conllnuous until the line 01 credit Is
terminated and the Indebtedness Is paid In lull, as provided below.
DURATION OF GUARANTY. This Guaranty will take effect when received by Leoder without the necessity of aoy acceptance by Lender, or any notice
to Guaraotor or to Borrower, and will continue In lull force until all Indebtedness shall have been lully and finally paid and satisfied aod all other
obligations of Guarantor under this Guaranty shall have been performed in full. Release of any other guarantor or termination 01 any other guaranty of
the Indebtedness shall not aflect the liability of Guarantor under this Guaranty. A revocation received by Lender from any ooe or more Guarantors shall
not affect the liability of any remaining Guarantors under this Guaranty. This Guaranty covers a revolving line 01 credit and It Is speclflcalty
anllclpated that lIuctuallons will occur In the aggregate amount 01 Indebtedness owing from Borrower to Lender. Guarantor speclflcally
acknowledges and agrees that fluctuallons In the amount 01 Indebtedness, even to zero dollars ($ 0.00), shall not conslltule a termination 01
this Guaranty. Guarantor's liability under this Guaranty shall terminate only upon (a) termlnallon In writing by Borrower and Lender 01 the line
01 credit, (b) payment 01 the Indebtedness In lull In legal tender, and (c) payment In lull In legal tender 01 all other obllgallona 01 Guarantor
under this Guaranty.
GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, without notice or demand and without lessening Guarantor's
liability under this Guaranty, Irom time to time: (a) to make one or more addlllonal secured or unsecured loans to Borrower, to lease
equipment or other goods to Borrower, or otherwise to extend additional credllto Borrower; (b) to aller, compromise, renew, extend,
accelerate, or otherwise change one or more times the time lor payment or other terms 01 the Indebtedness or any part of the Indebtedness,
InclUding Increases and decreases 01 the rate 01 Interest on the Indebtedness; extensions may be repeated and may be lor longer than the
original loan term; (e) to take and hold security lor the payment 01 this Guaranty or the Indebtedness, and exchange, enforce, waive,
subordinate, lall or decide nolto perlect, and release any such securtty, with or without the subslltutlon 01 new collateral; (d) to release,
substitute, agree nol to sue, or deal with anyone or more ot Borrower'. sureties, endorsers, or other guarantors on any terms or In any
manner Lender may choose; (e) to determine how, when and what application 01 payments and credits shall be made on the Indebtedness;
(I) to apply such security and direct the order or manner 01 sale thereol, Including wllhoutllmllatlon, any nonjudicial sale permitted by the
terms 01 the controlling security agreement or deed 01 trust, as Lender In lis discretion may determine; (g) to sell, transler, assign, or grant
participations In all or any part 01 the Indebtedness; and (h) to assign or tranaler this Guaranty In whole or In part.
GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warraots to Lender that (a) 00 represeotations or agreemeots
of aoy kiod have been made to Guaraotor which would limil or qualify in aoy way the terms of this Guaranty; (b) this Guaraoty Is executed at
Borrower's request and not at the request of Lender; (c) Guarantor has full power, right and authority 10 enter Into this Guaranty; (d) the proviSions of
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this Guaranty do n?t coofllct with or result 10 a default uoder any iigf8ljlllehLor iither Insfrument binding upon Guarantor aod do not result In a violation
of any law, regulatioo, court decree or order applicable to Guarantor; (e) Guarantor has not aod will not, without Ihe prior wrillen conseot of Lender
selt,l...e, assign, encumber, hypothecate, trenster, or otherwlse dispose of all or substantially all of Guarantor's assets, or any Interest therein; (f) upo~
Lender's request, Guarantor will prOVIde to Lender finaoclal and credit Information In form acceptable to Lender, and all such flnancial Information
which currenUy has been, and all future financial ioformaUon which will be provided to Lender is and will be true and correct in all material respects and
falriy present the flnaocial condition of Guarantor as of the dates the financlallnformaUon Is provided; (g) no material adverse change has occurred in
Guarantor's flnancial condition since the date of the most recent financial statements provided to Lender aod no event has occurred which may
materially adversely allect Guarantor's financial condition; (h) 00 lIt1gatioo, claim, Investigation, administrative proceeding or similar aclion (Including
those for unpaid taxes) againsl Guarantor is pendlog or threatened; (I) Leoder has made no representalion to Guarantor as to the creditworthiness of
Borrower; and Ul Guarantor has established adequate means of obtaiolog from Borrower on a cootinulng basis information regarding Borrower's
finaoclal condillon. Guarantor agrees to keep adequately informed from such means of any facts, events, or ,circumstances which might In any way
affect Guaraotor's risks uoder this Guaranty, and Guarantor furthar agrees that Lender shall have no obligation to disclose to Guarantor any information
or documents acquired by Lender In the course of Its relationship with Borrower.
GUARANTOR'S WAIVERS. Excepl as prohibited by appllceble law, Guarantor waives any right to require Leoder (a) to contiouelendiog money or 10
extend other oredlt to Borrower; (b) 10 make any presentment, protest, demand, or notice ot any kind, including notice 01 any nonpaymenl of the
Indebtedoess or of any nonpayment related to any collateral, or noUee of any action or nooactioo on the part of Borrower, Leoder, any surety, endorser,
or other guaranlor In coonectloo with Ihe Indebtedness or io coonecUon with the creation of new or addiUonalloans or obligations; (c) fa resort for
payment or to proceed directly or at once against any person, iocludlng Borrower or any other guarantor; (d) to proceed dlrecUy agalost or exhausl aoy
coUateral held by Lender from Borrower, any other guarantor, or any other person; (e) to give notice of the terms, time, and place of aoy public or
private sale of personal property security held by Leoder from Borrower or to comply with any other appliceble provisions of Ihe Uniform Commercial
Code; (f) to pursue any other remedy within Lender's power; or (g) to commit any act or omission of any kiod, or at any time, with respect to aoy
matter whatsoever. ___
It now or hereallar (a) Borrower shaH be or become Insolvent, and (b) the Indebtedness shall not at all times until paid be fully secured by collaferal
pledged by Borrower, Guarantor hereby forever waives and relinquishes In favor of Lender and Borrower, aod their respective successors, any claim or
right to payment Guaraotor may now have or hereafler have or acquire against Borrower, by subrogation or otherwise, so that at no time shall
Guarantor be or become a 'credilor" of Borrower within the meaning of 11 U.S.C. sectioo 547(b), or any successor provision of the Federal baokruptcy
laws.
Guarantor also waives any and all rights or defenses arising by reason of (a) any "one action" or 'aotkfeficlency" law or any other law which may
prevent Leoder from bringing any action, including a claim for deficiency, agalnst Guarantor, before or after Lender's commencement or completion of
any foreclosure action, either judicIally or by exercise of a power of sale; (b) any election of remedies by Lender which destroys or olherwise adversely
affects Guarantor's subrogation rights or Guarantor's rights to proceed agalnsl Borrower for reimbursement, including wilhoutlimltation, any loss of
rights Guarantor may sufler by reason of any law limiting, qualifying, or discharging the Indebtedness; (c) any disability or other defense of Borrower, Of
any other guaraotor, or of any other person, or by reason of the cessetlon of Borrower's liability from any ceuse whatsoever, other than paymenl in full
In legal tender, of the Indebtedness; (d) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the
Indebtedness; (e) any statute of limitations, If at any time any aellon or suil brought by Lender against Guaraotor Is commenced there Is outstanding
Indebledness of Borrower to Lender which Is not barred by any appllceble stalute of limitations; or (I) any defenses given to guarantors at law or in
equity other than actuai payment and performance of thelodebtedness. If payment Is made by Borrower, whether voluntarily or otherwise, or by aoy
third party, on the Indebtedness and, thereafter Lender Is forced to remit the amouot of that payment to Borrower's trustee In bankruptcy or to aoy
similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of
eoforcement of this Guaranty.
Guarantor further waives and agrees not to assert or claim at any time aoy deducllons to the amount guaranteed uoder Ihls Guaranty for any claim of
setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demaod or right may be asserted by the Borrower, the
Guarantor, or both.
GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warraots and agrees that each of the waivers set forth above is made
with Guarantor's full knowledge of its significance and consequences and that, under the circumstances, the waivers are reasooable and not coolrary to
publiC policy or law. If any such waiver ts determioed to be cootrary to aoy appliceblelaw or public policy, such waiver shall be eftective only to the
extent permllled by law or public policy.
LENDER'S RIGHT OF SETOFF. In addition to all liens upon and rights of setoff against the moneys, securities or other property of Guarantor giveo to
Lender by law, Leoder shall have, with respect 10 Guarantor's obligatioos to Lender uoder this Guaranty and to the extent permiHed by law, a
cootractual possessory security Interest in and a right of setoff against, and Guarantor hereby assigns, cooveys, delivers, pledges, and transfers to
Lender all of Guarantor's right, tIlle and interest in and to, all deposits, mooeys, securities and other property of Guarantor now or hereafter In the
possession of or on deposit with Lender, whelher held io a general or special account or deposit, whether held jolntiy with someone else, or whether
held for safekeeping or otherwise, excludlog however all IRA, Keogh, aod trust accounts. Every such security iolerest and right of setoff may be
exercised without demand upoo or notice to Guarantor. No security Interest or right of setoff shall be deemed to have been walved by any act or
cooduct 00 the pari of Lender or by any neglect to exercise such right of setoff or to enforce such security Interest or by any delay in so doing. Every
right of setoff and security interest shall continue in full force and effect until such righl of seloff or security inlerestls specifically waived or released by
an instrument in writing executed by Lender.
SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the Indebledness of Borrower to Lender, whether oow
existing or hereafter created, shall be prior to any claim thai Guarantor may now have or hereafter acquire against Borrower, whether or not Borrower
becomes insolvent. Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower, upon any account whatsoever, to any
claim that Lender may now or hereafter have against Borrower. In the event of insolvency and consequent Uquidatlon of the assets ?f Borrower,
through bankruptcy, by an assignment for the beoefit of creditors, by VOluntary liquidation, or otherwise, the assets ot Borrower applicable to the
payment of the claims of both Lender and Guarantor shall be paid to Lender aod shall be first applied by Lender to the Indebtedness of Borrower to
Lender. Guarantor does hereby assign to Lender all claims which It may have or acquire against Borrower or against any assignee or tr~stee In
bankruptcy of Borrower; provided however I that such assignment shaU be effective only for the purp.ose ~f assuring to Lend~r fU," payment In legal
tender of the Indebtedness. If Lender so requests, any notes or credit agreements now or hereafter eVIdenCing any debts or obligations of Borrower to
Guaraotor shali be marked with a legend that the same are subject to this Guaranty and shall be delivered to Lender. Guarantor agrees, and Leoder
hereby is authorized, in the name of Guarantor, from time to time to execute and file finanCing statements and continuation statem~nts,and to execu~e
SUCh other documents and to take such other actions as Lender deems necessary or appropriate to perfect, preserve and enforce Its rights under thiS
Guaranty.
MISCELLANEOUS PROVISIONS. The following miscellaoeous provisioos are a pari of this Guaranty:
Amendments. This Guaranty, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the
matters set forth in this Guaranty. No alteration of or amendment to this Guaranty shall be effective unless given in writing and signed by the party
or parties sought to be charged or bound by the alteration or amendment.
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Applicable llIw. This Guaranty has. been dellvar~d_ to.~en?l\r~nd.a~cepted by Lender In the Commonweallh of Pennsylvania. If there Is a
IawsulI, Guarantor agrees upon Lenders request to subffill to the JuHsdlcllon of the couns of Deuphin County, Commoowealth of Penosylveola
This Guaranty shell be govarned by end construed In accordance wllh the laws of the Commonwealth of Pennsylvania. .
AUorney.' Fee., Expen.... Guerantor agr_ to pay upon demand all of Lender's cosls and expenses, Including allorneys' fees end Leoder's
legal expenses, Incurred In connectloo with the enforcement of this Gueranty. Leodar may pay someone else to help enforce this Guaraoty aod
Guarantor shall pay the coslsand expenses of such eoforcemeot. Costs and expenses Include Lender's allorneys' fees and legal exp~nses
whethar or not there Is a la,,:,sulI, Including allorneys' fees and legal expenses for bankruptcy proceedings (end locludlng effons to modify or
vacate any automatic slay or Inluncllon), appeals, and any antiCipated post-Judgment collection services. Guarantor also shall pay all court costs
and such additional fees as may be directed by the court.
Notices. All notices required to be given by either party to the other under this Guaranty shall be In writing, may be sent by telefaosimile (unless
olherwlse required by law), and shall be effective when actually delivared or when deposited wllh a oationally recognized ovarnlght courier, or
when deposlled In the Unlled States mail, first class postage prepaid, addressed to the party to whom the notice is to be glvan al the address
shown abova or to such other addresses as either party may designate to the other In writing. II there Is more than one Guarantor, nollce to any
Guarantor will constitute notice to all Guarantors. For notice purposes, Guarantor agrees to keep Lender Informed at all limes of Guaraotor's
current address.
Interpretation. In all cases where there is more then one Borrower or Guaranlor, theo all words used In this Guaranty in the singular shall be
deemed to hava been used in the plural where the coolexl and construction so require; and where there is more than one Borrower named In this
Guaranty or when this Guaranty is executed by more than ooe Guaraotor, the words "Borrower" and "Guarantor" resP8l'IIvaly shell mean all aod
anyone or more of them. The words "Guarantor," "Borrower," and "lende.... Include the heirs, successors. assigns, and transferees of each of
them. Caption headings In this Guaranty are for convenience purposes only and ara not to be used to interpret or define the provisions of this
Guaranty. If a court of competent Jurisdiction finds any provision of this Guaranty to be iovalld or uoenforceable aslo any person or circumstance,
such fioding shall not render that proviSion Invalid or unenforceable as lo any other persons or clrcumstances, an?a1I provisions of this Guaranty
in all other respecls shall remain valid and enforceable. If any ooe or more of Borrower or Guarantor are corporations or partnerships, it Is not
necessary for Lender to Inquire Into fhe powers of Borrower or Guarantor or of the ofllcers, directors, partners, or ageols acting or purporting to act
on their behalf, and any Indebtedness made or created In reliance upon the professed exercise of such powers shall be guaranteed under this
Guaranty.
Waiver. Lender shall not be deemed to hava walvad any righls under this Guaranty unless such waiver is glll8n in writing and signed by Lender.
No delay or omission on the part of Lender In exercising any Hght shall operate as a waiver of such Hght or any other right. A waiver by Leoder of
e provision of this Guaranty shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance wllh that provision or
any other provision of this Guaranty. No prior waiver by Lender, nor any course of dealing between Lender and Guarantor, shall constitute a
walll8r of any of Lender's rights or of any of Guarantor's Obligations as to any future transactions. Whenever the consent of Lender Is required
uoder this Guaranty, the granting of such consent by Lender In any Instance shall not constitute conllnuing consent to subsequent instances
where such consent is requIred and in all cases such consent may be granted or withheld in the sole dlscretion of Lender.
CONFESSION OF JUDGMENT. GUARANTOR HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE
PROTHONOTARY OR CLERK OF />NY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR
GUARANTOR AFTER A DEFAULT UNDER THIS GUARANTY, AND WITH OR WITHOUT COMPlAiNT FILED, AS OF ANY 1ERM, CONFESS OR
ENTER Jl:JDGMENTAGAINST GUARANTOR FOR THE ENTIRE PRINCIPAL BAlANCE OF THiS GUARANTY, ALL ACCRUED INTEREST, LA1E
CHARGES, AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLA1ERAL SECURING THE
INDEB1EDNESS TOGETHER WITH INTEREST ON SUCH AMOUNTS, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF
1EN PERCENT (10%) OF THE UNPAID PRINCIPAL BAlANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN
FIVE HUNDRED DOLlARS ($500) ON WHiCH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIA1E~Y, AND FOR
SO DOING, THIS GUARANTY OR A COPY OF THIS GUARANTY VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORliY
GRANTED IN THIS GUARANTY TO CONFESS JUDGMENT AGAINST GUARANTOR SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT
AUTHORliY, BUT SHALL CONTINUE FROM TIME TO TiME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THiS
GUARANTY. GUARANTOR HEREBY WAIVES />NY RIGI:fT GUARANTOR MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY
SUCH CONFESSiON OF JUDGMENT, EXCEPT ANY NOTICE AND/OR HEARING REQUIRED UNDER APPLiCABLE LAW WITH RESPECT TO
EXECUTION OF THE JUDGMENT, AND STA1ES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF
JUDGMENT PROVISION TO GUARANTOR'S ATTENTION OR GUARANTOR HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL.
EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANiY AND AGREES TO ITS
TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE ,UPON GUARANTQR'SElIiECUTION ,AND
DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH
IN THE SECTION TITLED "DURATION OF GUARANTY," NO FORMAL ACCEPTANCE BY ~ENDER IS NECESSARY TO MAKE THIS GUARANTY
EFFECTIVE. THIS GUARANTY IS DATED APRIL 23, 1998.
THIS GUARANTY HAS BEEN SIGNED AND SEALED BY THE UNDERSIGNED,
GUARA~
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Borrower: Vallon, Inc.
400 Soulh Fourlh Slreel, Sulle 300
Minneapolis, MN 55415
Lender: Financial Trual Company
MIddletown OIffce
120 South Union Streel
Middletown, PA 17057
Guarantor: Charles G. Scllless
5200 Dundee Road
Edina, MN 55436
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AMOUNT OF GUARANTY. Tills Is a guaranly of payment of Ihe Note, IncludIng wllhout IImllatlon Ihe princIpal Nole amounl Of Nine Hundred :1
Thousand & 00/100 Dollars ($900,000.00). .:
a
GUARANTY. For good and valuable conslderatlon, ClIarles G. Schiess ("Guarantor") absolutely and uncondlllonally guarantees and promises II
to pay to Financial Trust Company ("Lende") or lis order, on demand, In legal tender ot llIe Unlled Stales 01 America, the Indebtedness (as 'I
IlIatterm Is defined below) of Vallon, Inc. ("Borrower") to Lender on lite terms and condlUons set forth In litis GU4I'anly. "
DEFINITIONS. The tollowing words shall have the following meanings whan used In this Guaranty:
Borrower. The word "Borrower" means Vallon,lnc..
Guarantor. The word "Guarantor" means CIIaJ1es G. Sollless.
Guaranly. The word "Guaranty" means this Guaranty made by Guarantor lor tile benefit 01 Lender dated April 23, 1998.
Indebledness. The word "lndebledness" means the Nole, InclUding (a) an principal, (b) alllnteresl, (c) all Iale charges, (d) all loan fees and':
loan charges, and (e) all collection costs and expenses relating to tile Note or to any collateral for tlIe Note. CoIlectton costs and expenses !I
Include without nmitetlon an of Lende~s attorneys' fees and lende~s legal expenses, whether or not suit is Instituted, and attorneys' fees and legal ii
expenses for bankruptcy proceedings (Including efforls to modify or vacate any automatic stay or InJunction), appeals, and any anticipated :i
post-judgment calldon services. ' ',i
Lender. The word 1-ender" means Financial Trust Company, Its successors and assigns.
Note. The word "Nole" means the promissory nole or credil agreement daled Apnl 23, 1998, In the original principal amount of $900,000.00
from Borrower to lender, together with all renewals 01, Sldensions of, modifications of, refinancings 01, consolldstions of, and substitutions for the
promissory note or agreement. NoUce 10 Guarantor: The Note eVidences a revolving line of crectll from Lender to Borrower.
Related Documents. The words "Related Documents" mean and include without limitation all promissory notes, credit agreements, loao
agreements, environmental. agreements, guaranties,security agreements, mortgages, deeds of trust, and all other instruments, agreements and
documents, whether now or hereatlerexlsting,execuled in connection with the Indebtedness.
MAXIMUM LIABILITY. Tile maxfmum lIablllly of Guarantor under thIs Guaranly shall not exceecl al anyone time the amount 01 the
Indebtedness described above, plus all costs and expenses of (a) enlorcement of tills Guaranty and (b) colleetton and sale 01 any collateral
securIng this Guaranly. .
The sbove limitation on liability is not a reslriclion on the amount of the Inqebtedness of Borrower to leoder either in the aggregate or at aoy one time.
II lender presently holds one or more guaranties, or hereafter receives additional guaranties from Guaraotor, the rights of lender under all guaraoties
shall be cumulative. This Guaranty sllall nol (unless specifically provided below 10 the contrary) affect or invandale any such olher guaraoties. The
liabiitty of Guarantor will be the aggregate Uabllity of Guarantor undsr the terms of this Guaranty and any such other unterminated guaranties.
NATURE OF GUARANTY. Guarantor Intends to guarantee at aU times the performance and prompt payment when due, wllether at maturity or earlier
by reason of acceleration or otherwise. of aU Indebtedness wilhln the limits set forth in the preceding section of this Guaranty. This Guaranly covers a
revolving line of credit and guarantor unders.ands and agrees llIat this guarantee shall be open and continuous unlll the line of credit Is
terminated and the Indebtedness Is paId In lull. as provided below.
DURATION OF GUARANTY. This Guarenty will take effect when received by lender without the necessity of any acceplance by lender, or any notice
to Guaranlor or to Borrower, and will continue in full force until all Indebtedness shall have been fulty and UnaUy paid and satislied and all other
Obligations of Guarantor under Ihis Guaranty shaU have been performed io full. Release of any other guarantor or termination of any other guaranty of
the Indebtedness shall not affect the Uabillty of Guaranlor under this Guaranty. A revocation received by lender from anyone or more Guarantors shall
not affect the Uabiitty of any remaining Guaranlors under Ihls Guaraoty_ This Guaranly covers a revolvtng line 01 credit and II Is speclllcalty
anticipated thatlluctuatlons will occur In the aggregate amount of Indebtedness owing from Borrower to Lender. Guarantor speclflcally
acknowledges and agrees thai flucluatlons In Ihe amount 01 Indeb'edness, even to zero dollars ($ 0.00), shall not constllule a lermlnallon of
thfs Guaranty. Guaranlor's lIablllly under this Guaranly shall lermlnale only upon (a) termInation In writing by Borrower and Lender 01 the line
ot credit, (b) payment ot tile Indebtedness In lull In legal tender ,and (cl payment In lull In legal tender of all other obligations of Guarantor
under litis Guaranty.
GUARANTOR'S AUTHORIZATION TO LENDER. Guaraotor authorizes lender, wllllout noUce or demand and wlthoul lessening Guaranlor's
liability under this Guaranly, from time '0 time: (a) to make one or more addlllonal secured or unsecured loans to Borrower, to lease
equipment or other goods to Borrower. or otllerwlse 10 extend addlllonal credit 10 Borrower; (b) 10 alter, compromise, renew, extend.
accelerate, or otherwlse change one or more times tile time for payment or other terms of the Indebtedness or any pari otllte Indebtedness.
Including Increases and decreases of lhe rale 01 Inlerest on the Indebtedness; extensions may be repealed and may be lor fonger lhan Ihe
orIginal loan term; (e) 10 lake and hold securlly for tile payment of 'hls Guaranty or tile Indebledness, and exchange, enlorce, waive,
subordlnale, lall or decide not '0 perfect, and release any sucll security, willi or without the subslllutlon of new collateral; (d) to release,
substitute, agree not to suet or deal wtth anyone or more of Borrower's sureUes, endorsers, or other guarantors on any terms or In any
manner Lender may chOOse; (e) 10 delermlne how, when and wllat appllcallon 01 paymenls and credlls sllall be made on Ihe Indebtedness;
(f) 10 apply such securlly and dlrecl Ihe order or mann~r 0' sale Ihereol, Including wltllou' limitation, any nonjudicIal sale permitted by the
terms 01 the conlrolllng security agreement or deed ottrust, as Lender In Its discretion may determine; (gl to sell, transler, asslgn, or granl
participations In all or any parl of Ihe Indebledness; and (hI to uslgn or Iranaler Ihls Guaranly In wllole or In pari.
GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guaraolor represenls and warrants 10 Lender Ihat (a) 00 represenlatioos or agreements
of any kiod have beeo made 10 Guarantor which would limit or quallfy'in any way the lerms of this Guaranty; (b) this Guaranty is execuled al
Borrower's requesl aod nol al Ihe requesl 01 Lender; (c) Guaranlor has lull power, righl and authority to enter into this Guaranty; (d) the prOViSIons 01
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~4-23-1~98)
tOMMERGIAL. GUARANTY
" {continued)
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Page.
Ihis Guaranty do not conftlcl wIIh or resun In a delaun under ao,y agree~.nt.or ~ther ,Instrument binding upon Guaranlor and do not resullln a vloIatio
01 any law, regulation, court decree or ardar applicable to Guarantlll; (iil GUArantOr has not and will not, without the prior written consent of Leodll
seIl,leese, assign, encumber, hypolhecate, transfer, or otherwise dispose of all or subslanllally all of Guaranlor's assets, or any Interest therein; (I) upa,
Lender's request, Guarantor will provide to Lender nnanclal and orad" lolarmatian In lorm acceplable to Lender, and all such nnanclallnlarmatiol
WhICh currently has b~n, and all future nnanclallnlormation which wlU be provldad to Lender Is and wlU be true and correct in all material respects aOI
lalrly present the nnanclal condition of Guarantor as of the dates the nnanclallnlormation is provided; (g) no malerlal adverse change has occurred Ii
Guaraolor's nnaneial condition since the date of Ihe most recenl nnanclal slalements provided to Lender and no event has occurred which ms
malerlally adversely affect Guarantor's nnenclal condition; (h) no litigation, claim, lovestigation, admiolstrallve proceeding or similar action (Iocludlnl
those for unpaid Iaxes) against Guaraotor Is pending or threatened; (i) Lender has made no represenlation to Guaranlor as to the creditworthiness 0
Borrower; and 01 Guarantor has eslablished adequate means of obtaining from Borrower on a continuing basis information regarding Borrower"
finaoclal condition. Guarantor agrees 10 keep adequately ioformed from such means of any facts, events, or circumstances which might In any wai
affect Guarantor's risks under this Guaranty, end Guarentor further agr_thal Leoder shall have no obligation to dlsclQse to Guarantor any loformatiar
or documents acquired by Lender in the course of Its relationship with Borrower.
GUARANTOR'S WAIVERS. Except as prohlbitad by applicable lew, Guaranlor waives any right to require Lender (a) to cootlnue lendlog money or te
extend other credit 10 Borrower; (b) to make any presentment, protest, demand, or notice of any kind, Including notice of aoy nonpayment of tll<
Indebledness or of any nonpayment related fa any collateral, or notice of any action or nonaction on the part of Borrower, Leoder, any surely, endorser
or alher guarantor In connectioo with the Indebtedness or in connection with fhe creation of new or additional lcans or obligations; (c) 10 resort fa;
paymeot or to proceed directiy or at once against any person, iocludlng Borrower or any other guaranfar; (d) to proceed direclly againsf or exhausf any
collateral held by Lender from Borrower, any ather guaraotor, or aoy alher person; (e) to give oatice of Ihe terms, time, aod place of any public 01
privale sale of personal property securiIy held by Lender from Borrower or to comply with any ather applicable provisions of the Uniform Commercial
Code; (I) to pursue any other remedy within Lender's power; or (gl to commit any act or omission of any kiod, or _at any time, with respect to any
matter whatsoever.
It now or hereafter (al Borrower shall be or became insolvent, and (bl Ihe Indebtedness shall not at all times until paid be fully secured by collateral
pledged by Borrower, Guaraolor hereby forever waives and refinqulshes In favor of Lender and Borrower, and their respective successors, any claim or
rlghf fa paymenl Guaranfor may now have or hereafter have or acquire agalnsl Borrower, by SUbrogation or otherwise, so that at no time shall
Guarantor be or become a 'creditor" of Borrower wIIhln the meaning of 11 U.S.C. section 547(bl, or any successor provision of the Federal bankruptcy
laws.
Guarantor also waives any and all rights or defenses arlslng by reason of (al any 'one action' or "anli-deficiency" law or any other law which may
prevenl Lender from bringing any action, including a claim for deficiency, against Guaranfor, before or after Lender's commencement or completion of
aoy foreclosure action, either judicially or by exercise of a power of sale; (b) any election of remedies by Lender which deslroys or otherwise adversely
affects Guarentor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including withoutlimitalioo, any loss of
rights Guarantor may sutler by reason of any law limiting, qualifying, or discharging the Indebtedness; (c) any dlsebility or other detense of Borrower, of
any other guarantor, or of any other person, or by reason of the cessation of Borrower's lIebillty from any cause whatsoever, other than paymenf In full
In legal lender, of the Indebtedness; (dl any right to claim discharge of the Indebtedness on Ihl' basis of unjustified impalrmenl of any coliateral for Ihe
Indebtedness; (e) any stalute of limitations, If at any time any aclloo or suit brought by Lender against Guarantor Is commenced there is outstanding
Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (I) any defenses given to gUarantors at law or in
eqully other than actual payment and performance of the Indebtadness. If payment Is made by Borrower, whether voluntarily or otherwise, or by any
third party, on the Indebtedness and thereatler Lender Is forced to remll the amount of that payment fa Borrower's trustee In bankruplcy or to any
similar person uoder any federal or state baokruplcy law or law for fhe relief of debtors, the Indebtedoess shall be consldered unpaid for the purpose of
eoforcement of this Guaranly.
Guaranlor further waives and agrees nolto assert or claim at any time any deductions to the amount guaranleed under this Guaranty for any claim of
setoff, counterclaim, counter demand, recoupment or similar righi, whether such claim, demand or right may be asserted by the Borrower, the
Guaraolor, or both.
GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees that each 01 the walvers set forth above is made
with Guarantor's full koowledge of its significance and consequences and that, under the circumstances, the waivers are reasooable and not conlrary 10
public policy or law. If any such waiver Is determined to be contrary 10 any applicable law or publiC policy, such waiver shall be efIecllve only to the
extent permitted by law or public policy.
LENDER'S RIGHT OF SETOFF. In addition to ali liens upon and rights of setoff against the moneys, securities or othar property of Guaranlor given to
Lender by law, Lender shall have, with respect to Guarantor's obligations to Lender uoder this Guaranty and to the extent permitted by law, a
conlractual possessory security interest in and a rlghl of setolf agalnsl, and Guarantor hereby assigns, conveys, delivers, pledges, and Iransfers to
Lender all of Guarantor's right, tille and Interest In and to, ali deposits, moneys, securities and other properly of Guarantor now or hereailer In the
possession 01 or on deposit wllh Lender, whether held in a geoeral or special eccount or deposit, whelher held jolnlly with someone else, or whether
held for safekeeping or olherwlse, exciudiog however ali IRA, Keogh, and trusl accounts. Every such security ioterest and right of setoff may be
exercised without demand upon or nollce to Guarantor. No securlly interest or right of setoft shall be deemed 10 have been walvad by any acl or
conduct on the part of Lender or by any neglecl to exercise such rlghl of selaff or to enforce such security Interest or by any delay In so doing. Every
right of setoff and securily Interest shall continue in full force and effect untIl such right of setoff or securlly interest is specifically waived or released by
an Instrumenl in wriling executed by Lender.
SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guaranlor agrees thai fhe Indebledness of Borrower to Lender, whether oow
existing or hereafter created, shall be prior to any claim that Guarantor may !'low have or hereafter acquire against Borrower, whether or not Borrower
becomes insolvent Guarantor hereby expressly subordinales any claim Guarantor may have against Borrower, upoo any account whatsoever, to any
claim that Lender may now or hereafter have against Borrower. In the event of insolvency and conse~uent liquidaflon Of the assets of Borrower,
through bankruptcy by an assignment for the benefit of cradltors, by voluntary liquidallon, or otherwise, the assets of Borrower applicable to the
payment of the clai';'s of both Lender and Guarantor shall be paid to Leoder and shall be first applied by Lender fa the Indebtedness of Borrower to
lender. Guarantor does hereby assign to Lender all claims which It may have Of acquire against Borrower or against any assignee or tr~$tee In
bankruptcy of Borrower; provided however, that such assigomen! shall be effective only for the purpose of assurlog to Lender full paymeolln legal
tender of the Indebtedness. If Lender so requests, any notes or cr:edlt agreements now or hereafter evidencing any debts or obligations of Borrower 10
Guarantor shall be marked wilh a legeod lhatthe seme are subjeclto this Guaraoly aod shall be delivered to Leoder. Guarantor agrees, and Leodar
hereby is authorized. in the name of Guarantor, from time to lime to execute and file financing statements and continuation statem~nls.and 10 execu~e
such other documents and to take slJch other actions as Lender deems necessary or appropriate to perfect, preserve and enforce Its rights under thIS
Guaraoly.
MISCELLANEOUS PROVISIONS. The following miscellaneous provlsioos are a part of this Guaraoly:
Amendments. This Guaraoly, together wllh any Relaled Docum~nts, coostitules the entire understaodlng aod agreemeot of the parties as to the
matters set forth in this Guaranty. No alteration of or amendment 10 this Guaranty shall be effective unless given in writing and signed by the party
or parties sought to be charged or bound by the alteration or amends:nent.
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COMMERCIAL GUARANTY
(Continued)
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Applicable Ln. This Guaraoly has. b.een delivered to Lendef anda~i>ted by Lender In the Commonwealth or Pennsylvania. II there Is a
laWllult. Guarantor agrees upon Lende~s request to submit to the )urisdICUon 01 the courts 01 Dauphin Counly. Commonwealth or Peonsytvanla
This Guaranly shall be governed by and construed In accordance with the laws 01 the Commonwealth 01 Peonsylvanla. -
AUomeya' Fees; Expenses. Guarantor agrees to pay upon demand all 01 Lender's costs and expenses. including attorneys' foes and Lender's
Iagal expenses, Incurred In connection with the enforcement 01 this Guaranly. Lendar may pay someone else to help enlorce this Guaranly and
Guarantor shall pay the costs and expenses 01 such enlorcement. CoSts and expenses Include Lender's attorneys' foes and legal exp~nses
whether or not there Is a lawsuit. Includlog attorneys' lees and legal expenses lor baokruplcy proceedings (and Including efforts to modify or
vacate aoy automatic slay or Injunction), appeals, and any anticipated post-judgment collection services. Guarantor also shell pay all court costs
aod such addmonal foes as may be directed by the court. .
Nollces. All notices required to be given by either party to the other under this Guaranly shall be In writing, may be sent by telelacsimile (unless
otherwise required by law), and shell be effectlve when actUally dallvered or when deposited with a nationally recognized overnight courier or
when deposited In the United States mall, ftrst class postage prepaId, addressed to the party to whom the notice ts to be given at the add~
shown above or to such olher addresses as either party may designate to the other In writing. If there Is more than one Guarantor, ootice to any
Guarantor will constilute notice to all GuarantOl1l. For notice purposes, Guarantor agrees 10 keep Lender Inlormed at all times 01 Guarantor's
current address.
Interpretallon. In all cases where there is more than one Borrower or Guarantor, theo all words used In this Guaranly In the singular shall be
deemed to have been used in the plural where the context and construction so require; and where there Is more thao one Borrower named In this
Guaranly or when this Guaranly Is executed by more then one Guarantor, the words "Borrower" aod "Guarantor" respectively shall mean all and
any one or more 01 them. The words 'Guarantor," "Borrower,' and '\.ender" include the heirs, SUCC8SSOl1l, assigns, and translerees 01 each Of
them. Caption headings in this Guaranly are for conveolence purposes only and are not to be used to intorpreLor define the provisions 01 this
Guaranly. If a court of competent jurisdiction finds any provision 01 this Guaranly to be Invalid or unenlorceabla as to any person or circumstance,
such finding shall not render that provision Invalid or unenlorceabla as to any other persons or circumstances, and all provisions 01 this Guaranly
In all other respects shall remaln valid and enforceable. II anyone or more 01 Borrower or Guaraotor are corporations or partnerships, It Is not
necessary for Lender to inquire Into the powers or Borrower or Guarantor or 01 the offiC81S, directors, partners, or agents acting or purporting to act
on their behalf, and any Indebtedness made or created In ranance upon the professed exercise 01 such powers shall be guaranteed undar this
Guaranly.
Waiver. Lender shall not be deemed to have waived any rights under this. Guaranly unless such waiver Is given In writing and signed by Lender.
No delay or omission on the part 01 Lender In exercising any right shall operate as a waiver 01 such right or any other right. A waiver by Lender 01
a provision of this Guaranly shall not prejudice or constitute a waiver 01 Lende~s right otherwise to demand strict compfiance with thet provision or
any other provision 01 this Guaranly. No prior waiver by Lender, nor any course 01 dealing between Lender aod Guarantor, shall constilute a
waiver 01 any 01 Lender's rights or 01 any 01 Guarantor's obligations as to any luture transactions. Whenever the consent 01 Lender is required
under this Guaranty, the granting 01 such consent by Lender in any instance shall not constitute continuing consent to subsequeot instances
where such consent Is requlred and in all cases such consent may be granted or withheld In the sole discretion 01 Lender.
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CONFESSION OF JUDGMENT. GUARANTOR HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE
PROTHONOTARY ORClERK OF ANY COURT IN THE COMMONWEALTH OF. PENNSYlVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR
GUARANTOR AFTER A DEFAULT UNDER THIS GUARANlY, AND WITH OR WITHOUT COMPLAINT FILED, AS OF ANY TERM, CONFESS OR
ENTER JUDGMENT AGAINST GUARANTOR FOR THE ENTIRE PRINCIPAL BALANCE OF THIS GUARANlY, ALL ACCRUED INTEREST, LATE
CHARGES, AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THE
INDEBTEDNESS TOGETHER WITH INTEREST ON SUCH AMOUNTS, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF
TEN PERCENT (10%) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN
FIVE HUNDRED DOLLARS ($500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR
SO DOING, THIS GUARANlY OR A COPY OF THIS GUARANlY VERIFIED BY AFFIDAVIT SHAll BE SUFFICIENT WARRANT. THE AUTHORI1Y
GRANTED IN THIS GUARANlY TO CONFESS JUDGMENT AGAINST GUARANTOR SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT
AUTHORI1Y, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS
GUARANlY. GUARANTOR HEREBY WAIVES ANY RIGHT GUARANTOR MAY.HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY
SUCH CONFESSION OF JUDGMENT, EXCEPT ANY NOTICE AND/OR HEARING REQUIRED. UNDER APPLICABLE LAW WITH RESPECT TO
EXECUTION OF THE JUDGMENT, AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF
JUDGMENT PROVISION TO GUARANTOR'S ATTENTION OR GUARANTOR HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL.
EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALl THE PROVISIONS OF THIS GUARANTY AND AGREES TO ITS
TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND
DElIVERY OFrHlS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH
IN THE SECTION TITlED "DURATION OF GUARANTY." NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY
EFFECTIVE. THIS GUARANTY IS DATED APRIL 23, 1998.
THIS GUARANTY HAS B EN SIGNED AND SEALED BY THE UNDERSIGNED.
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LASER I"RO, Reg. U.S. Pal. & T.M. Off.. Ver. 3.24d (C) 1998 CFI ProSllrvlc811, Inc. All rights resarvad.IPA-E20 E3.24 F3.24 1"3.24 VALLON.LN C2.QVLj
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VERIFICATION
I, Gary Golden, Vice President of Manufacturers and Traders Trust Company,
d/b/a M& T Bank, verify that the statements made in the foregoing Complaint are true and
correct to the best of my knowledge, information and belief. I understand that false
statements herein are made subject to the penalties of 18 Pa. C.S. Section 4904, relating
to unsworn falsification to authorities.
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Date: '2.-1.- - 0\
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L. :...
Gary Golden, Vice resi en
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STEVEN L SUGARMAN & ASSOCIATES . 1273 LANCASTER AVENUE. BERWYN, PA 19312
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STEVEN L. SUGARMAN &. ASSOCIATES
BY: Steven L. Sugarman, Esquire
IDENTIFICATION NO. #32473
1273 LANCASTER AVENUE
BERWYN, PA 19312
(610) 889-0700
FAX: (610) 993-0498
ATTORNEY FOR Plaintiff, Manufacturers and Traders Trust Company, d/b/a
M&T Bank, Successor by Merger to Keystone Finanda! Bank, N.A., f/k/a Finanda!
Trust Company
MANUFACTURERS AND TRADERS TRUST
COMPANY d/b/a M&.T BANK, Successor by
Merger to KEYSTONE FINANCIAL BANK, N.A.,
f/k/a FINANCIAL TRUST COMPANY
601 Dresher Road
Horsham, PA 19044
vs.
VALLON, INC.
400 South Fourth Street
Minneapolis, MN 55415, and
MICHAELJ.BLAKE
910 Folwell Drive S.W.
Rochester, MN 55902, and
CHARLES G. SCHEISS
5200 Dundee Road
Edina, MN 55436, and
BRIAN E. DANZIS
301 Chestnut Ridge Drive
Mechanicsburg, PA 17055
TERM,
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Cumberland County
Court of Common Pleas
Civil Division
No.
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AFFIDAVIT OF NON-MILITARY SERVICE
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COMMONWEALTH OF PENNSYLVANIA
COUNTY OF MONTGOMERY
Gary Golden, Vice President of Manufacturers and Traders Trust Company,
d/b/a M& T Bank, plaintiff, being duly sworn, according to law, deposes and says that to the
best of his/her knowledge, information and belief that Defendants are not in the Military
or Naval Service of the United States or its Allies, or otherwise within the provisions of the
Solider's and Sailors' Civil Relief Act of Congress of 1940 as amended.
Sv--Jorn to and Subss:ribed
before me this ~ay
" of:1JL/ ,2001 A.D.
_adJ/R / Abd/
NO L arial Seal
J,"l'lly R Brockwell, Notary Public
Harsham Twp" Montgomery County
My Commission Expires May 26, 2003
Member, Pennsylvania Association of NoIartes
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STEVEN L. SUGARMAN 8< ASSOCIATES
BY: Steven L. Sugarman, Esquire
IDENTIFICATION NO. #32473
1273 LANCASTER AVENUE ATTORNEY FOR Plaintiff, Manufacturers and Traders Trust Company, d/b/a
BERWYN, PA 19312 M&T Bank, Successor by Merger to Keystone Financial Bank, N.A., f/k/a Financial
(610) 889-0700 Trust Company
FAX: (610) 993-0498 !,
Cumberland County
Court of Common Pleas
Civil Division
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MANUFACTURERS AND TRADERS TRUST
COMPANY d/b/a M8<T BANK, Successor by
Merger to KEYSTONE FINANCIAL BANK, N.A.,
f/k/a FINANCIAL TRUST COMPANY
601 Dresher Road
Harsham, PA 19044
vs.
VALLON, INC.
400 South Fourth Street
Minneapolis, MN 55415, and
MICHAEL J. BLAKE
910 Folwell Drive S.W.
Rochester, MN 55902, and
CHARLES G. SCHEISS
5200 Dundee Road
Edina, MN 55436, and
BRIAN E. DANZIS
301 Chestnut Ridge Drive
Mechanicsburg, PA 17055
TERM,
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PLAINTIFF'S AFFIDAVIT OF DEBTOR'S WAIVER OF RIGHTS
COMMONWEALTH OF PENNSYLVANIA
COUNlY OF MONTGOMERY
Gary Golden, being duly sworn/affirmed according to law, deposes and upon
information and belief says/that he is the Vice President of Manufacturers and Traders
Trust Company, d/b/a M&T Bank, plaintiff in the above captioned matter; that at the time
of the signing of the document containing provision for judgment by confession in the said
matter, the individual natural defendants
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(1) earned more than $10,000 annually,
or
(2) intentionally, understandingly, and voluntarily waived
(a) the right to notice and hearing
(b) the right of defalcation, i.e. the right to reduce or set off a claim by
deducting a counterclaim
(C) release of error
(d) inquest (to ascertain whether rents and profits of defendant's real
estate will be sufficient to satisfy the judgment within seven years)
(e) stay of execution (if defendant owns real estate in fee simplewithin
the county worth the amount to which the plaintiff is entitled, clear of
encumbrances)
(f) exemption laws now in force or hereafter to be passed
(g)
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The facts showing such waiver are:
Defendants' loan aoolication and financial statements.
Swortfto and Subscribed
before rneth!s~ay
of :::r~- ,2001 A.D.
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NOTARYBLl~
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Notarial Seal
Audre R. SfClCkW<,lI, Notary Public
H~rshXmTWP., Mont" ",,,,ry GOu::%
M', COI,'",lssion E"pil,'" M"y 26, 20 3 ,
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STEVEN L. SUGARMAN & ASSOCIATES . 1273 LANCASTER AVENUE. BERWYN, PA 19312
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STEVEN L. SUGARMAN 8< ASSOCIATES
BY: Steven L. Sugarman, Esquire
IDENTIFICATION NO. #32473
1273 LANCASfER AVENUE
BERVVYN, PA 19312
(610) 889-0700
FAX: (610) 993-0498
ATTORNEY FOR Plaintiff, Manufacturers and Traders Trust Company, d/b/a M&T
Bank, Successor by Merger to Keystone Financial Bank, NA, f/k/a Financial Trust
Company
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Cumberland County
Court of Common Pleas
Civil Division
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MANUFACTURERS AND TRADERS TRUST
COMPANY d/b/a M8<T BANK, Successor by
Merger ~o KEYSTONE FINANCIAL BANK, N.A.,
f/k/a FINANCIAL TRUST COMPANY
601 Dresher Road
Horsham, PA 19044
vs.
VALLON, INC.
400 South Fourth Street
Minneapolis, MN 55415, and
MICHAEL J. BLAKE
910 folWell Elrive S.W.
Rochester, MN 55902, and
CHARLES G. SCHEISS
5200 Dundee Road
Edina, MN 55436, and
BRlANE. DANZIS
301 Chestnut Ridge Drive
Mechanicsburg, PA 17055
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TERM,
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No.
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AFFIDAVIT OF NON-CONSUMER CREDIT TRANSACTION
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COMMONWEALTH OF PENNSYLVANIA
COUNTY OF MONTGOMERY
Gary Golden, Vice President for Manufacturers and Traders Trust Company,
d/b/a M&T Bank, plaintiff, being duly sworn/affirmed according to law, deposes and upon
information and belief says/that the transaction upon which the judgment being entered
is based was a business transaction and that judgment is not being entered by confession
against a natural person in connection with a consumer credit transaction.
Sworn to and SIJbsyribed
befo~e . r1J,e ~hjs~ay
of~..fNY,,-OO.t A.D.
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Gary Golden, Vice eSI ent .
Notarial Seal
Audrey R. Brockwall, Notary Public
Horsham Twp" Montgomery County
My Commis~ion Expires May 26, 2003
Member, PennSylvania Assocla.tlon of NotartQS
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STEVEN L. SUGARMAN 80. ASSOCIATES
BY: Steven L. Sugarman, Esquire
IDENTIFICATION NO. #32473
1273 LANCASTER AVENUE ATIORNEY FOR Plaintiff, Manufacturers and Traders Trust Company, d/b/a M&T 'I
BERWYN, PA 19312 Bank, Successor by Merger to Keystone Financial Bank, N.A., f/k/a Financial Trust
(610) 889-0700 Company ,
FAX: (610) 993-0498
Cumberland County
Court of Common Pleas
Civil Division
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MANUFACTURERS AND TRADERS TRUST
COMPANY d/b/a M80.T "ANK, Successor by
Merger to KEYSTONE FINANCIAL BANK, N.A.,
f/k/a FINANCIAL TRUST COMPANY
601 Dresher Road
Harsham, PA 19044
vs.
VALLON, INC.
400 South Fourth Street
Minneapolis, MN 55415, and
MICHAELJ.BLAKE
910 Folwell Drive S.W.
Rochester, MN 55902, and
CHARLES G. SCHEISS
5200 Dundee Road
Edina, MN 55436, and
BRIAN E. DANZIS
301 Chestnut Ridge Drive
Mechanicsburg, PA 17055
(
TERM,
No.
CERTIFICATE OF ADDRESSES
I hereby certify that the addresses of the parties to this action are as follows:
Manufacturers and Traders Trust Company
d/b/a M&TBank
601 Dresher Road
Horsham, PA 19044
Vallon Inc.
400 South Fourth Street, Suite 300
Minneapolis, MN 55415
Michael J. Blake
910 Folwell Drive
Rochester, MN 55902
Charles G. Scheiss
5200 Dundee Road
Edina, MN 55436
Brian E. Danzis
301 Chestnut Ridge Drive
Mechanicsburg, PA 17055
STEVEN L. SUGARMAN & ASSOCIATES
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By:
Steven L. Sugarman, Esquire
Elliot H. Berton, Esquire
Attorneys for Plaintiff
.
STEVEN L. SUGARMAN Ilo. ASSOCIATES
BY: Steven L. Sugarman, Esquire
IDENTIFICATION NO. #32473
1273 LANCASTER AVENUE
BERVVYN, PA 19312
(610) 889-0700
FAX: (610) 993-0498
ATTORNEY FOR Plaintiff, Manufacturers and Traders Trust Company, d/b/a M&T
Bank, Successor by Merger to Keystone Financial Bank, NA, f/k/a Financial Trust
Company
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Cumberland County
Court of Common Pleas
Civil Division
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MANUFACTURERS AND TRADERS TRUST
COMPANY d/b/a MIlo.T BANK, Successor by
Merger to KEYSTONE FINANCIAL BANK, N.A.,
f/k/a FINANCIAL TRUST COMPANY
601 Dresher Road
Horsham, PA 19044
vs.
VALLON, INC.
400 South Fourth Street
Minneapolis, MN 55415, and
MICHAELJ.BLAKE
910 Folwell Drive S.W.
Rochester, MN 55902, and
CHARLES G. SCHEISS
5200 Dundee Road
Edina, MN 55436, and
BRIAN E. DANZIS
301 Chestnut Ridge Drive
Mechanicsburg, PA 17055
,il
TERM,
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No.
ENTRY OF APPEARANCE
To the Prothonotary:
Kindly enter our appearance on behalf of the Plaintiff, Manufacturers and
Traders Trust Company, d/b/a M& T Bank, Successor by Merger to Keystone Financial Bank,
N.A., f/k/a Financial Trust Company, in the above captioned matter.
STEVEN L. SUGARMAN & ASSOCIATES
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Elliot H. erton, Esquire
Attorney for Plaintiff
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STEVEN L. SUGARMAN &. ASSOCIATES
BY: Steven L. Sugarman, Esquire
IDENTIFICATION NO. #32473
1273 LANCASTER AVENUE
BERVVYN, PA 19312
(610) 889-0700
FAX: (610) 993-0498
ATTORNEY FOR Plaintiff, Manufacturers and Traders Trust Company, d/b/a M&T
Bank, Successor by Merger to Keystone Financial Bank, NA, f/k/a Financial Trust
Company
MANUFACTURERS AND TRADERS TRUST
COMPANY d/b/a M&.T BANK, Successor by
Merger to KEYSTONE FINANCIAL BANK, N.A.,
f/k/a FINANCIAL TRUST COMPANY
601 Dresher Road
Horsham, PA 19044
vs.
VALLON, INC.
400 South Fourth Street
Minneapolis, MN 55415, and
MICHAELl.BLAKE
910 Folwell Drive SW.
Rochester, MN 55902, and
CHARLES G. SCHEISS
5200 Dundee Road
Edina, MN 55436, and
BRIAN E. DANZIS
301 Chestnut Ridge Drive
Mechanicsburg, PA 17055
Cumberland County
Court of Common Pleas
Civil Division
TERM,
No. 01-929
PRAECIPE TO SATISFY JUDGMENT
TO THE PROTHONOTARY:
Please mark the judgment entered against the Defendants, Vallon, Inc., Michael J.
Blake, Charles G. Scheiss and Brian Danzis, SATISFIED, upon payment of your costs only.
STEVEN L. SUGARMAN & ASSOCIATES
BY:~
Elliot H. Berton, Esquire
Attorney for Plaintiff
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