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COMMERCE BANK/HARRISBURG, : IN THE COURT OF COMMON PLEAS
N.A., : CUMBERLAND COUNTY, PENNSYLVANIA
Plaintiff
NO.
V.
CIVIL ACTION - LAW
R-GEE CONTRACTING, INC.,
Defendant
RULE TO SHOW CAUSE
AND NOW, this day of 1999, upon consideration of Plaintiff,
Commerce Bank, Harrisburg, N.A.'s, Complaint in Replevin, a Rule is hereby entered upon
Defendant, R-Gee Contracting, Inc., to show cause, if any, why the relief requested in Plaintiff's
Complaint should not be granted.
RULE RETURNABLE the day of '1999.
BY THE COURT:
J.
180081
COMMERCE BANIVHARRISBURG,
N.A.,
Plaintiff
V.
R-GEE CONTRACTING, INC.,
Defendant
: IN THE COURT OF COMMON PLEAS
: CUMBERLAND COUNTY, PENNSYLVANIA
NO. W- 3.262 CcUc I
CIVIL ACTION - LAW
NOTICE
YOU HAVE BEEN SUED IN COURT. If you wish to defend against the
claims set forth in the following pages, you must take action within twenty (20) days after
this Complaint and Notice are served, by entering a written appearance personally or by
attorney and filing in writing with the Court your defenses or objections to the claims set
forth against you. You are warned that if you fail to do so the case may proceed without
you and a judgment may be entered against you by the Court without further notice for
any money claimed in the Complaint or for any other claim or relief requested by the
Plaintiffs. You may lose money or property or other rights important to you.
YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF
YOU DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR
TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN
GET LEGAL HELP.
Cumberland County Court Administrator
4`h Floor, Cumberland County Courthouse
Carlisle, PA 17013
(717) 240-6200
COMMERCE BAATK/HARRISBURG, : IN THE COURT OF COMMON PLEAS
N.A., : CUMBERLAND COUNTY, PENNSYLVANIA
Plaip_tiff
V.
R-GEE CONTRACTING, INC.,
Defendant
NO.
CIVIL ACTION - LAW
NOTICIA
LE HAN DEMANDADO A USTED EN LA CORTE. Si usted quiere
defenderse de estas demandas expuestas en las paginas siguientes, usted tiene viente (20)
dias de plazo al partir de la fecha de la demanda y la notification. Usted debe presentar
una apariencia escrita o en persona o por abogado y archivar en la torte en forma escrita
sus defensas o sus objeciones a las demandas en contra de su persona. Sea avisado que si
usted no se defiende, la torte tomara medidas y puede entrar una Orden contra usted sin
previo aviso o notification y por cualquier queja o alivio que es pedido en la petition de
demanda. Usted puede perder dinero o sus propiedades o otros derechos importantes para
usted.
LLEVE ESTA DEMANDA A UN ABOGADO INMEDIATAMENTE. SI NO
TIENE ABOGADO 0 SI NO TIENE EL DINERO SUFICIENTE DE PAGAR TAL
SERVICIO, VAYA EN PERSONA 0 LLAME POR TELEFONO A LA OFICINA CUYA
DIRECCION SE ENCUENTRA ESCRITA ABAJO PARA AVERIGUAR DONDE SE
PUEDE CONSEGUIR ASISTENCIA LEGAL.
Cumberland County Court Administrator
4`h Floor, Cumberland County Courthouse
Carlisle, PA 17013
(717) 240.6200
COMMERCE BANK/HARRISBURG,
N.A.,
Plaintiff
V.
R-GEE CONTRACTING, INC.,
Defendant
: IN THE COURT OF COMMON PLEAS
: CUMBERLAND COUNTY, PENNSYLVANIA
:NO. 9?. 31_v.z ecza -zz,,
CIVIL ACTION - LAW
COMPLAINT IN REPLEVIN
Commerce Bank/Harrisburg, N.A. (hereinafter referred to as "Commerce"), by its
attorneys, files the following Complaint:
1. Plaintiff, Commerce, is a national association with its principal offices at 100
Senate Avenue, Camp Hill, PA 17011.
2. Defendant, R-Gee Contracting, Inc., is a Pennsylvania Corporation with a
street address of 3 Richland Lane, Suite 101A, Camp Hill, PA 17011 and a mailing address
of 676A, Wellsville Road, Wellsville, PA 17365.
3 On or about March 17, 1997, the Defendant executed a Promissory Note in
favor of Commerce in the original principal amount of Nineteen Thousand Two Hundred
($19,200) Dollars, together with interest thereon and all other charges more particularly
provided therein(the "First Note"). A true and correct copy of the First Note is attached
hereto as Exhibit "A" and incorporated herein by reference.
4 The First Note is secured by a Commercial Security Agreement (the "First
Security Agreement") securing the First Note with, among other things, a 1983 Mack
Tractor (VIN #1M2N179Y2DAO8556) (the "Mack Tractor"), a 1971 Strick Trailer (VIN
#142199) (the "Strick Trailer"), and a 1973 Rogers Trailer (VIN #16854) (the "Rogers
Trailer"). (The Mack Tractor, the Rogers Trailer, and the Strick Trailer are hereinafter
collectively referred to as the "Vehicles"). A true and correct copy of the First Security
Agreement is attached hereto as Exhibit "B" and incorporated herein by reference.
5. The Security interest of Commerce in the Vehicles was perfected by the filing
of liens on the titles with the Pennsylvania Department of Transportation. True and
correct copies of the Certificates of Title indicating such liens are attached hereto as
Exhibit "C" and incorporated herein by reference.
6. The First Note requires monthly payments from the Defendant in the initial
amount of Five Hundred Ten Dollars and Twenty Cents ($510.20).
7. The Defendant failed to make payments due under the First Note on April
17, 1998, May 17, 1998, June 17,1998, July 17, 1998, August 17, 1998 and September 17,
1998, October 17, 1998, November 17, 1998, December 17, 1998, January 17, 1999,
February 17, 1999, March 17, 1999, and April 17, 1999. Such defaults are continuing.
8. On or about July 16, 1997, Defendant executed a Promissory Note in favor of
Commerce in the original principal amount of Fifty Thousand ($50,000) Dollars, together
with interest thereon and all other charges more particularly provided therein (the
"Second Note"). The First Note and the Second Note are hereinafter collectively referred
to as the "Notes". A true and correct copy of the Second Note is attached hereto as
Exhibit "D" and incorporated herein by reference.
-2-
9. The Second Note is secured by a Commercial Security Agreement (the
"Second Security Agreement,") securing the Second Note with, among other things, all
inventory, chattel paper, accounts, equipment, general intangibles and fixtures of the
Defendant (collectively the "Collateral"). A true and correct copy of the Second Security
Agreement is attached hereto as Exhibit "E" and incorporated herein by reference. The
First and Second Security Agreements are hereinafter collectively referred to as the
"Security Agreements."
10. The Collateral was continually perfected by the UCC-1 Financing Statements
filed with the Pennsylvania Department of State, Secretary of the Commonwealth, and
with the Prothonotary of Cumberland County. True and correct copies evidencing the
financing statements are attached hereto as Exhibit "F" incorporated herein by reference.
11. The Second Note was further secured by the Commercial Guaranty of
Robert G. Derrickson, Sr. and of Nancy J. Derrickson (the "Derricksuns"). True and
correct copies of the guaranties of the Derricksons are attached hereto as Exhibit "G" and
incorporated herein by reference.
12. The Second Note requires monthly payments from the Defendant in the
initial amount of Four Hundred Four Dollars and thirty-three Cents ($404,33).
13. The Defendant has failed to make payments due under the Second Note on
April 16, 1998, May 16, 1998, June 16, 1998, July 16, 1998, August 16, 1998, and
September 16, 1998, October 17, 1998, November 17, 1998, December 17, 1998, January
17,1999, February 17, 1999, March 17, 1999, April 17, 1999, and May 17, 1999. Such
defaults are continuing.
-3-
14. On or about June 12, 1998, the Defendant filed a Petition for Relief under
Chapter 7 of Title 11 of the United States Bankruptcy Code. Relief was ordered.
15. On or about November 23, 1998, Commerce and the Defendant entered into
a Stipulation providing, that the Defendant would make regular monthly payments on or
before the 17`h day of each month in the amount of $610.20 under the First Note until the
First Note was fully re-paid. A true and correct copy of the Stipulation is attached hereto
as Exhibit "H" and incorporated herein by reference.
16. The Stipulation also provided, that the Defendant would (i) assign to
Commerce all of its right, title and interest in all of its accounts receivable and inventory
as set forth in its bankruptcy schedules filed on June 18, 1998 (the "Accounts Receivable"
and "Inventory" respectively); (ii) consent to relief from the automatic stay for Commerce
to take possession and title to such assets; (iii) cooperate with Commerce in the collection
of such Accounts Receivable and Inventory and the liquidation thereof ; and (iv) execute
any and all documents necessary to effectuate the assignment of the Accounts Receivable
and Inventory to Commerce. A true and correct copy of the relevant Schedules are
attached hereto as Exhibit "I" and incorporated herein by reference.
17. An Order approving the Stipulation was entered on November 23, 1998. A
true and correct copy of the Order is attached hereto as Exhibit "J" and incorporated
herein by reference.
18. The Defendant did not make the payments specified in the Stipulation.
Although the Defendant assigned its rights in Accounts Receivable to Commerce, such
Accounts Receivable have proved to be worthless, contrary to Defendant's affirmation in
its schedules. Defendant has also failed to cooperate with Commerce in any way including
-4-
the collection of Accounts Receivable and Inventory, refusing, inter alb, to assign its
rights in Inventory to Commerce.
19. On January 12, 1999, the Defendant's bankruptcy was closed.
20. As of May 25, 1999, the total amount due and owing by the Defendant to
Commerce under the Notes was $57,034.60 plus interest, costs, late fees, end attorneys'
fees as set forth in the Notes.
21. With the passing of time, the value of the Vehicles and the Collateral
continues to diminish to the detriment of Commerce.
22. Commerce sent to Defendant its Notice of Intention to repossom and/or Take
Legal Action in accordance with 69 P.S. § 623 (G). A true and correct copy of said Notice
is attached hereto as Exhibit "K" and incorporated herein by reference.
23. Defendant has refused and still refuses to cure the default in the amount
indicated in said Notice.
24. Commerce is entitled to possession of the Vehicles and the Collateral.
25. As a result of Defendant's failure to make payments in accordance with the
Notes, its refusal to cooperate with Commerce pursuant to the terms of the jointly
brokered stipulation, and the diminishing value of the Vehicles and the Collateral,
Commerce is not adequately protected in its interest in the Notes.
-5-
26. Commerce will suffer substantial irreparable harm if the Defendant is
permitted to continue to possess the Vehicles and the Collateral, without making prior
timely payments therefor.
WHEREFORE, Commerce respectfully requests that your Honorable Court (i)
enter Judgment for Possession together with attorneys' fees, late fees, interest, costs of
suit, costs of repossession, costs of storage, and all other charges as provided in the Notes,
the Security Agreements or as provided by law; (ii) direct the Defendant to deliver the
Vehicles and Collateral to the Bank at a time and place convenient to the Bank; and (iii)
award such other relief as is just under the circumstances.
Donna L. Gareis-Smith, Esquire
Mette, Evans & Woodside
3401 North Front Street
P.O. Box 5950
Harrisburg, PA 17110-0950
(717) 232-5000
Attorneys for Commerce Bank/Harrisburg, N.A.
DATE: 05/26/99
VERIFICATION
1, DAVID AMSDEN, a Vice President and Loan Officer of Commerce
Bank/Harrisburg,N.A. have read the foregoing Complaint in Replevin and verify
that the facts set forth therein are true and correct to the best of my knowledge,
information and belief. To the extent that the foregoing document and/or its
language is that of counsel, I have relied upon counsel in making this Verification.
I understand that any false statements made herein are subject to the
penalties of 18 Pa. C.S.A. §4904, relating to unsworn falsification to authorities.
' r
DATE: S k
David Amsden
Vice President and Loan Officer
Exhibit A
PROMISSORY NOTE
Principal Loen Det6 Maturity -, Loon No Cell Collateral ..Account, Offiger Inltlels
519,200.00 03-ri-1997 12-17-2009 2725366 et 116 -11 I
References in the shaded area are for Lender's use only and do nor timid the applicability of this document to any particular loan or item. ;
5orroWer: R-Gee Contracting, Inc. (TIN: 25-1626395) Lender: Commerce BonkMaRlsburg, Notional Assocletlon
3 Richland Lane, Suite 101A Mein Offlce/Coner l Coal Center
Camp Hill, PA 17011 100 Santis Avenue
Camp Hill, PA 17011
Principal Amount: $19,200.00 Interest Rate: 9.500% Date of Note: March 17, 1997
PROMISE TO PAY. R-Gee Contracting, Inc. ("Borrower") premium to pay to Commerce BenkAterrlsburg, National Asaoololion ("Lender'), or .
order, In lawful money of the United Stales of America, the principal amount of Nineteen Thousand Two Hundred le Ow100 Violists ($19,200.001,
together with Interest at the rate of 9.5110% per annum on the unpaid principal balance from March 17, 1997, until paid In full.
PAYMENT. Boner will pay this loan In e6 payments of $51030 each payment. Borrower's first payment Is due April 17, 1997, and all
subsequent payments are dare can the same day of each month after that. BOlmWeYS final payment will be due on December 17, 2000, and will
be for all principal and all accrued Interest nor yet paid. Payments Include principal and Interest. Intent an this Note is computed on A 3651360
simple Interest basis; that is, by applying the ratio of the annual Interest role over a year of 360 days, multiplied by Ilia outstanding principal balance,
multiplied by the actual number Of days Ins pMC!pal balance is outstanding. Borrower will pay Lender AI Lender's address shown above IN At such
other place as Lander may dosignale in wrn!ng. Unless otherw15e agreed or required by applicable law, payments will be spot
lad hrsl to a[[ruea
unpaid Interest, men to principal, and any remaining amount to any unpaid collection costs and late charges,
PREPAYMENT. Borrower may pay without penally all w a portion of the amount owed eafNr than ll is duo. Early payments wa nol, unless agreed re
by Lender in wring, relieve Borrower of Borrower's obligation to continue to make payments under the payment schedule. R,Ihu, that/ oral educe Ih6
principal balance due and may result In Borrower making fewer payments.
LATE CHARGE. It a payment Is 15 days or more late, Both wer will be charged 5.000% of Cho regularly scheduled payment.
DEFALLT. Borrower will be in default 11 any of the following happonst (a) Borrower fells le make any payment when due. (b) Borrower breaks any
promise Borrower has made to Lender, w Borrower falls to comply with or to perform when due any other term, Obligation, covenant, or condition
contained In this Nola or any agreement totaled to this Note, or in any other agreement or loan Borrower has with Lender. (c) Borrower defaults under
any loan, extension of credit, security agreement, purchase Or sales agreement, or any other agreement, In favor of any other eadilor a parson that
my maledally aapcl any of Borrower's property or Sorrower's ability to repay this Note or pedurm Borrowers obligalmns unde, this Noto Or any of the
Related Owumanls. (d) Any representation w statement made or furnished to Lender by Borrower or on Borrower's behalf it lots& Or misleading in any
material respect either now or at the lime made or furnished. (a) Borrower becomes Insolvent, a rec tiv& Is appointed for any part 01 Bwrowert
property, Borrower makes An assignment lot the benefit of creditors, or any proceeding h commenced either by Borrower or against Borrower under
any bankruptcy w Insolvency laws. (R Any creditor Ides 10 take any of Borrower's property on or to which Lander has a lion or security interest. This
Includes a garnishment of any of Borrower's accounts with Lender. (g) Any guaraator dies or any 01 the other events described in this default sKaon
occurs with respect to any guarantor of this Note. (h) A maton91 adverse change occurs in Borrower's financial condition, or Lander bolerves the
prospect of payment or performance of the Indebtedness is impaired. (t) Lender In good truth deems itself insecure.
It any default. other then a default In payment, Is curable and If Borrower has nor been given a notice of a breach of the same protnslon of this Note
wllhin the preceding twelve (12) months. II may be cured (and no event of default wall have occunod)11 Borrower, aher receMng written notice Irom
Lender demanding cure of such default; (a) cures the default within ton (10) days; or (b) If her cure requires more than ten (10) days. Immediately
maturity slaps which Lander deems In Lender's sole discretion to be sufficient to cure uM default and thereafter coNmues and completes all reasonable
and necessary steps sumalml 10 produce compliance as soon as reasonably practical.
LENDER'S RIGHTS. Upon default, Lender may, offer giving such notices as required by applicable low, declare the eryine unpaid principal balance on
this Note and all accrued unpaid interest imm rdialely due, and then Borrower will pry that amount. Upon default, Including failure to pry upon final
maturity, Lentler, or he option, may also, If permitted under applicable law, increase the inlereH tale on this Nola 2.ODO percentaga pants. The inures,
rate will not succeed the maximum rare permitted by applicable law. Lander my hire or pay someone else to help collect this Nota If Borrower does no!
pay. Borrows, also will pay Lander that amount. This Includes, subject to any limits under applicable law, Lonow's Atrornsys' leas and Lender's leg,!
expenses whether or not there is a lawsuit, including attorneys' fees and legal expenses lo, bankruptcy proceedings (Including wrens to modlly o;
vacate any automatic slay w injunction), appeals, and any Anticipated poll-judgmonl collection services. If not prohibited by applicable law, Borrow,
also will pay any court costs, In addition 10 all other sums provided by law. If judgment is entered in connection with this Nola, interest wia continue Ir.
accrue on this Note after judgment at the existing interest Fare provided for in this Nola. This Nola has been delivered to Lender and recomled by
Lander In the Commonwealth of Pennsylvania. If there Is a lawsuit, Borrower agrees upon Lander's request to submit to the jurisdiction of the
courts of Cumberland County, the Commonwealth of Pennsylvania. Lender and Borrower hereby wave the right to any Jury trial In any action,
proceeding, or counterclaim brought by either Lender or Borrower against the other. This Nola Mali be governed by and construed In
DISHONORED ITEM FEE. Borrower will pay A lee to Lender of $10.00 II Borrower makes a payment on Borrower's loan and the check or
preaumonied charge with which Borrower pays Is later dishonored.
RIGHT OF SETOFF. Borrower grants to Lender a contneclual possessory security interest in, and hereby assigns, conveys, curves, pledges, and
Irenslen to Lander all Borrower's right, lulls and Interest in and to, Borrower's accounts with Lender (whether checking, sawngs, or some other
account), Including without hmMtion all accounts held jointly with someone else and all amounts Borrower may open in Ire lulurs, excluding however
all IRA and Keoch mecums, antl all trust mceun:s tar which the gran! of a [aCtfi Interest would be PIONoded by lew. Br. ewll tuthwees LenCli
the extent permllled by applicable aw, to charge w setoff all sums awing on INS Note against any and as such amounts.
COLLATERAL. This Note is secured by 1983 Mack Treclor; 1971 Struck Trailer and a 1973 Rogers Taller.
MAXIMUM RATE OF INTEREST. Not,w0hsanding anything to the contrary contained (Wain or in any other document exoculed in connection with the
Loan, the effective rate of trot on the Lan shall not ascend the maximum offechve fate of mteest pertulad by applicable law or reguiaaon, The
Borrower hereby agrees to give Lender whiten note, in the event thal Borrower has actual knowledge that any inhiss1 payment made to Lander wi r.
respect to this Leon will cause iM tour interest psymenl centered in any one year to be usurious under applicable law, and Lender hereby agrees not
to collect knowingly any Interest Irom the Borrower In the form of teas or othewa, which wa tender this Lan usurious, In IN ev,nl tall wch marled
would be usurious in Lore efs opinion. Bank reserves the right to reduce the interest payable by the Borrower. This provision ante outlive CIDIM;
hareunder and Ihe repayment of the Loom.
GENERAL PROVISIONS. Lander may cal ly or Congo enforcing any of Its rights or remedies under this Note without losing them. Borrower and any
shot parson who signs, guarantees w endorses this Note, to the extent allowed by law, Walvis preSanlment. demand for payment, pucle t antl nor" at
dishonor. Upon any change in the forms of this Note. and unless otherwise expressly slated in welling, no Perry who signs this Note, well as maker,
guarantor, accommodation maker or mount shall be released from liability. All such parties spree Mal Lander may epnew w extend Impai y and
for any length of lump) ties loan, or release any party or guarantor w collateral; w int No to featue upon or coned Lenders saculIC, interim' in In,
collateral; and Mks any other achon deemed necessary by Linde, without IM consent of w not" to anyone All Awn parties also agree that Lender
may modify this loan without the consent of or notice to anyone other than the pony with whom IN mod!feallon is made. If any portion Of this Nua it
lot any reason determined to be unenforceaula, It will nor affect IM enforceability of any clhm preWwons of this Nola.
CONFESSION OF JUDGMENT. BORROWER 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 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 AMOUNI I
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 ATTORNEYS CC'AMISSION OF TEN PERCENT (10%) OF THE UNPAID PRINCIPAL
BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT 140T LESS THAN FIVE HUNDRED DOLLARS (15001 ON WHICH
JUDGMENT 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 AUTHORITY GRANTED IN THIS NOTE TO CONY'{SS JUDGMENT
AGAINST BORROWER SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME ANC
AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS NOTE. BORROWER HEREBY WAIVES ANY RIGHT BORROWEp.
MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF 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. THE LIEN ARISING FROM ANY JUDGMENT CONFESSED OR
ENTERED PURSUANT TO THE FOREGOING AUTHORITY SHALL NOT EXTEND TO ANY OF BORROWER'S RESIDENTIAL REAL PROPERTY AS
THAT TERM IS DEFINED IN THE PENNSYLVANIA ACT OF JANUARY 30. 1974 (PA LAWS Q. NO. 61 RM IFIRLD TO AS THL I CAN INTEREST ANC
PROTECTION LAW. AS AMENDED, AND THE HOLDER OF ANY JUDGMLNT CONf CSSED (M f%TTRID PIALWANI T: THE IC)r NQ
09-17_1997 PROMISSORY NOTE Pape 2
Loan No 2725999 (Continued)
RESIDENTIAL REAL PROPERTY; PROVIDED, HOWEVER, THAT THE LIEN OF SUCH JUDGMENT SHALL EXTEND TO SUCH RESIDENTIAL REAL
PROPERTY AND THAT THE HOLDER THEREOF SHALL BE PERMITTED TO EXECUTE, LEVY OR PROCEED AGAINST SUCH RESIDENTIAL REAL
PROPERTY FROM AND AFTER THE ENTRY OF A JUDGMENT AS CONTEMPLATED By SECTION 407 OF SUCH LOAN INTEREST AND.
PROTECTION LAW AND ALP ES 29al TO 2988 OF THE PENNSYLVANIA RULES OF CIVIL PROCEDURE, OR SUCCESSOR OR SIMILAR STATUTES
AND RULES. NO LIMITATION OF LIEN OR ANY EXECUTION, LEVY OR OTHER ENFORCEMENT CONTAINED IN THE IMMEDIATELY PRECEDING
SENTENCE SHALL APPLY WITH RESPECT TO ANY JUDGMENT OBTAINED OTHER THAN BY THE FOREGOING AUTHORITY TO CONFESS OR
ENTER JUDGMENT.
PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE. BORROWER AGREES TO
THE TERMS OF THE NOTE AND ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THE NOTE.
BORROWER:
R-04A Cont"can
Byt n? ?.. :r r GA4AL)
Plow Br., Pr44nLnl
ATT_BT:
Corporate Seal )
Si wy a AwAIARIS ,Uwy
FMta RaN, YMMIbOIIL LASER MO, ASS. U.S. Pat. 16 T.M. OIL, Va. 3.22 ,H?Ul CFIM06wOtA VO. MNIPIIIt t4.V. d. IPA-020 MAROELN CLOVLI
.,, .,LU - Z."„, Ip„ (D
Exhibit 8
COMMERCIAL SECURITY AGREEMENT
Principal., Loess Data Maturity Lgen No Cell Colleloral Account Officer Inlllele
i- '31SLRDO IXt D3 77 7997 12-1T-2G00 -'2725388-et ?• ? 116
.
I References in the shaped Brea are for Lenoses use only and do not limit the eoollcabnIty of 1n,$ dexumenl to any franlculu loan Whom
Borrower; R-Gee Contracting, Inc. (TIN: 25-1626765) Lender; Commerce Bantam rdseurg, National Association
3 Richland Lane, Suite IOtA Mein OalcelCommerc al Coal Center
Camp H01, PA 17011 100 Senate Avenue
Camp Hill, PA 17011
i
d
THIS COMMERCIAL SECURITY AGREEMENT Is entered Into between R-Gee Contracting, Inc. (referred Ie below u "Grantor'); an
Commerce Banklliarrliburg, National Aswdellon (referred 10 below as "Lender'). For valuNle mnWUemllon, Grantor prams to Lender .
security Interest in the Collateral to secure the Indebtedness and agrees that Lender shall have the rights Staled In this Agreement with
respect to the Collateral, In addition to all other rights which Lender may have by law.
DEFINITIONS. The meanings np words shall have the following meanings when used this Agreement. not oln Shele an in this a l
Shall have the meanings attributed to Such terms In IM Uniform lorm erm Commerical Coda. NI references cet to dollar amounts ts SNIT mesh amounts a in m lawful
money of the United States of America. t..
Agreement. The word 'Agreement' means this Commercial Socurity Agreement, as this Commercial Security Agreement may be &=need or
modified from ume to lima, together with all ashtblts and sc"Oulas aac mad to this Commercial Security Agreement from time to tams.
Collateral. The word covaterar means the following desVaed property of Grantor.
19113 Mack Tractor VINa 1 M2111791`20A065567
1971 Stick Troller VINN 142193
I:
1973 Rogers Trailer VINA 10654
A
In addition, the word'ccltatorar includes AN the following, whether now owned er hereafter acquired, whether now noting ter hereafter ansmg.
and whatever localad: tl(
(a) All accessions, scussones, increases, and addition to and all replacement& of and substitutions for any property deawbod above.
(b) All products and produce of any of the property descAbed In thus Collateral section.
(c) All accounts, general Intangibles, instruments, rents, monies, payments, and 110 other rights. arising out of a vela, tassa, or other
deposition of any of the property described in this Collslarai section.
(d) AN proceeds (Including Insurance proceeds) from the sale, destruction, loss, or other disposition Of any of Ina property described In this
Collateral section.
(a) All records and data retaiing to any of the property described in this Collateral section, whether in the form of o whlinp,,re hDlOprapy,
mimohim, microfiche, or electron media, together with all of Grantor's right, title, and interest In and to an computer Sanwan Olnrad to
utinuo. orssla, maintain, and process any such records or data an elactrbnR madre.
Event of Default. The words 'Event of Default' moan and include without limnlion any of the Events of Default Set form below in the Anchon
tiMd'Events of DataUIL"
Grantor. The word'Granlor' means R-Gee Contracting, Inc., its suaossors and assign
Guarantor. The word -Guaramor' means and Includes without 4mltabon each and all of the guarantors, sureties, and acmmmooauon pari in
connection Win the Inoebiadness.
Indebtedness. The word'Indabiadass' mean the Inc rbia0ats evidenced by la NOW. Including as pnncnpal and Interest, together with M
other indebtedness, and cats and oxosnsss fee wh.n Grenlor B rrponi under this Aphsemenl or under any of Ihe Related Documents. In
addition, the word'InOebtedrins' Includes ON other obligation, debts and tiablNlins, plus interest thereby, of Grantor, of any one or moss at
them, to Lender, as wall as all deters by Lancer against Grantor, w any oft or mesa of them, whether existing now w tabor; whether they are
voluntary v Involuntary, due or not due, direct or mckscl, absolute er cunungant. Aquicessd or udlptudated; whether Grantor may ee More
Individually Or Iolntly Win othani: whalner Grantor may be obligated at guarantor, surety, accommodation party or omenvisc; whelhen recovery
upon such indebNOness may be or arwar may become broad by any staluis of limitations; and whelher such mda0bdnen may tea er i
hereafter may become otherwise unaniorceabta.
Lender. The word 'i.anftel' mean Commands BanklHamsburg, NnVSI ASSOCU1100, Its successors antl assign.
NOW. The word 'Note' means the note w credit agreement dated Much 17. 1997, In the pnnclpal amount of $19.200M from MGM
Contracting. Inc. to Lender. together with all raftwats of, extensions of. modifications of, rehnoncings of, Ooaobdall0n of an6 nallauu0n for I
the note or ored.1 agreement.
Related Documents. The wortls 'Related Documents' man and include without bmlutron AN permluon, notes, rndit agreements, man
agreements, environmental agreements, guaranties, securely agreements, mortgages. deeds of trust, and all CUNT mamimi agreemen and
Owultwnts, whether now or hereafter existing, executed in connection with the InoabNda .
RIGHT OF SETOFF. Grantor hereby grants Lender a wnutdusl possessory security interest in and hereby [taiga, conveys, oobvi pledpas, and
fronssR all of Grantors right. INN all interest in and to Gerdes accounts with Londe, (wNlher Lhedung, sswngs. ar Sam other amount), usduaing II
AN -? Unts, held jointly
oustt ACL01Nts for which IN grant of a tscunty ntanni would Glamor ce prohibited by low. Grantor authorities; Lender. to the extent perm ISO by pphcabN open in the future, taw, to charge Or often all Indebwor sss against any antl all such accounts.
OBLIGATIONS OF GRANTOR. Grantor warrants and coveana to Lender as lohowu
Perfection of Security Interest. Grantor agrees to execute such financing notarial and 10 Nis wheisver other 9010n are rabuestad by.
Lancer to perfect and c0nhnus Lender f security interest in the CdNleral. Upon reowesl of Londe,. Grantor will Oellvur to Lancer any she sit of
IN document, evidencing or constituting IN Collsteral end Grantor will note Len0or's interest upon any and all Lhehel OAper n not eehvelSO 10
Lapeer for possession by Lander, Grantor hereby appoints Lancer 4E ilt mevoabN altormy-inNcl err the purpose of sxemhng any I,
documents no.esury m parten or to continue the security interest granted in This Agreement Lander may at Any time, and without Wnnr
n l'hp^:nlna vn^ tie^IJ' Llrv 1 ,n n, r d'10::,^.we.^ne per Cnew ern,•nnzl c, n' any eNnp,ng sinlnmenl o• 01 trite Abweemenl 1z. use el e
09-17-1997 COMMERCIAL SECURITY AGREEMENT Page a
Loan No 2725988 (Conllnued) m II Lender does not consent to repair or replacement of the Collateral, Lander snail retain a sufficient amount of the proceeds to pry all of me
Indaledness. Intl shall pay the balance to Grantor. Any proceeds when have nor been d,sbumud within six (6) months error their ramp, ano
whim Guntur hei not committed 10 rho (Opal( Or lestorstlon of rho Co1lAl0AI &Nll ire used to prepay the Indebtedness.
InWfence Rtarves. Lander may require Grantor to maintain an Lender reserves lot payment of insurance premiums, which totems {half be
created by monthly payments from Grantor of a sum esbmaled by Lander to a sufficient to produce, at ban Kneen (15) days Colors the
pfamuum Cue data, amounts al least equal to the insurance premiums to be paid. 11 Ilnaan (15) days before payment is due, the reserve funds
ere msunc,ahl, Granter shall upon demand pay any deficiency to Lender. Toe usome funds shall be hold by Lender as a general deposit no
still constitute a none mbtesl-banng account which Lancer may Satisfy by payment of the insurance premiums opened to be Palo by Grantor
As they become tlue. Lander does not hold Ine IOSOm funds in best tar GAnlel, ano Lander IS net Ina {gam at Grantor, to, payment of Ine
insurance premiums required to DB paid by Grantor. The respontenh y lot the payment of prammms still remain GrantorI sole uspoNlbibly.
Insurance Reports. Grantor, upon request of Lander, shell furnish 10 Lender reports on each existing policy of insurance showing such
Information at Lender may reasonably request including the following: (A) the hams Of the insurer; (b) the risks msurea; (e) Ina Amount of the
policy; of the propeny insured; (0) the (hen currant value on the baps of when insurance has been obramed and Ina manner at determining
that value; and (1) the expiration CAN, of the policy. In addition, Grantor Shan upon request by Lender however not more often than annually)
have an independent appraiser sallsfaclory to Lander determine, es appllublo, the ash value or replacement cos( of in* Cohareral.
GRANTOR'S RIGHT TO POSSESSION. UnIII default, Grantor may have possession OI the tangible personal property and DonaeGat use of all the
Collateral and may use It In any lawful manner not incommlenl with Ins Agreement er the Related Documents, provided that Grantor's nphl to
pot iDm and anteater use shall not apply to any Collateral where POSISSldn of (ha Collateral by Lander ta required by law IO perfect Landers
security interest In such Collateral. If Lender at any time has possession of any Collateral, whether bolero or after an Even( of DelaWl, Lender shelf be
Calmed to Nye exercised reasonable care In the custody and p(Oservibon of the Collateral If Lender lakes such action tar INI purpose as Gramor
shall request or as Lentler, in Lender's tole discretion, shall doom appropriate urear the CircurnStenat. bill tigers to honor any fequest by Gramm
shelf not of Itself be deemed to be a failure to eseras0 reasonable are. Lander Shall nor be required to lake any steps necessary to preserve any
rights in the Collateral against prior parties, nor to protect, preserve or maintain any sacunry interest given to secure the indebtedness.
EXPENDITURES BY LENDER. It not discharged air paid when due, Lander may (but shalt not be obligated 10) Discharge w pay any amounts
required 10 be discharged or paid by Grantor under this Agreement, mail without limitation all lases, bens, Security interests, encumbrances, Ina
other claims, at any time levied or placed an the Collateral. Lender also may (but shell not be obligated lo) pay all costs for burning, motnWning and
preserving the CoWleral. All such axpandtures incurred or paid by Lender for such purposes will then bur interest at the rate charged uadel the
Note from me dale incurred or paid by Lander to Iha Cab of repayment by Grantor. All such expenses Shall become a pert of the Lndebteaness and
at Lender's option, wilt (e) be payable on demand, of be added to the balaNS of the Note and be apportioned among and be payable with any
insultmenl payments to become Cue during either (8 the term of any applicable insurance policy or (Ira the re air lmnp term of the Nola, a (o) be
[ruled as a baleen payment which will be due and payable at the Notes maturity, This Agreement also will secure payment 01 these amounts. Such
right sNtl of in adeWon to all other rights and remedies to which Lenart may be enlllled upon Ihe oceurrena of an Event of Default,
EVENTS OF DEFAIA.T. Each of the following shall contdtule an Event of Default under this Agreement:
Default on Indebtedness. Failure of Grantor to make any payment when due on the Indebtedness.
Other Defaults. Failure 01 Grantor lO comply with or to perform any other term, obligation, covenant der condition contained in this Agreement as
in any of the Rotated Documents or in any offer agreement between Lender and Grantor.
Default In Favor of Third Parties. Should Borrower or any Grantor Default under any loan, extension of credit, security agreement, purchase ex
Miles agreement, or any other agreement, in favor of any other creditor or parson that may materially affect any of Borrower's property or
Borrowar's or any Grantor's ability to repay the Loans or perform their respeclive obligalions under this Agreement or any of the Rotated
Documents.
Farm Weise nla. Any womanly, representation or statement =do or furnished 10 Lander by or on behalf of Grantor uhasr this Agraemare. the
Nob or the Rotated Documents is false or misleading in any material respect inner now or At the time made or furnished,
Detective Colloarallullon. This Agreement co, any of the Ralarad Documents ceases 10 be in lull Was and effect (including failure of any
collateral doc rmstils to create a valid and perfected security interest in ben) at Any lime and for any reason.
Insolvency. The dissolution or terminalion of Grantor's exitlence at a gang business, the insolvency of Grantor, IN Appointment of a deceiver
la any pen of Gremort property, any acmpnment for the benefit of crebmrs, any We of aedagr workout, or the cemmemcmmem or Any
proceeding under any bankruptcy or insolvency laws by or against Grantor.
Creditor or Forfeiture Proceedings. Commencement of Wreclosma or foneres, proceedings, whether by judicial proceeding. selHlab,
upnusuon or any other method, by any Creditor of Grantor or by any governmental agency against the Collateral or any other collateral
socurfng IN Indebtedness. This includes a garnishment of any of Grantors deposit accounts with Lender. However, fret Event OI DelaWl thee'
not Apply It Iha{ p 1 gOOO Win dispute by Grantor as to the validly or basonibbneSS Of Ihe Claim which 16 the bask of the children cr lonalture
proceeding and If Grantor gives Lender written notes of the creclor or loriulure, proceeding and deposits with Lander monies a a surety bond
IW the creditor of bnellufe proceeding, in an amount determined by Ladder, in its solo discretion, as being in adequate lose" or bond fair the
dopes.
Events Affecting Guarantor. Any of the preceding events Occurs w;rh respect to any Guarantor of any of the Indebtedness or such Guarantor
dm d becomes incompetent. Lenoir, at of option, may, but SNIT not be revised lo, permit the Guarantor's estate to assun o unconditionally
Ina obtigabons arising under IN guaranty in a manner satisfactory to Lender, and, in Doing so, cure tfe Event of Default.
Adverse Change. A mateha! adverse change occurs in Grantor's hnaneW condition, or Lipper believes the prospect of payment or
performance of Ihe Indebtedness d Impeaud.
Insecurity. Lando, in good Win, deans Itself insecure.
Right 10 Cure. If any default, other [tun a Default on Indebtedness, is curable and it Grantor has not ash given a prior notes of a breach of the
some provision of IN Agreement, It may be Cured land no Event of Default will have occurredl if Grantor, after Lender Sands written notice
demanding cure of such default. (a) cures the default within tin (10) aye der C). If the cure requires mate Inn ran (101 can. mrmadlalaiv
initialer stops which Lander asams in Lenders sole discretion to be Sufficient to cure Ine 0811011 and treasurer continues and complain All
rasahabte and acasarysteps Wnlfia"1 la produce compliance as Loon as reasonably practical.
RIGHTS AND REMEDIES ON DEFAULT. It on Event of Default occurs under this Agreomanr. at any time thernfier, Lender, sail haw all the lights of
a aecuroo party under rho Pennsylvania Uniform Commercial Coca in add,bon and wdhum bmaaticn. Lender may exercise any one or more of ME
folowing nghis end amass.
Accelerate Indebtedness Lend.' hey Declare It. nnbe Inds,,^,lecmc:, mcidorg Any prepoymanl Delany whir, Grantor woulo be aponsD i-.
03-17-1997 C AMERCIAL SECURITY AGREEMI r Pape
Loan No 2725988 (Continued)
cannot be so 111004nd, it shall be stricken and All other proenions of this Agreement in all other rospecll sboll remain valid and onlarGesbla.
Successor Interests. The terms of INS Agreement shall be binding upon Grantor, and upon Grantor's Nes, personal rapressnW,aa,
tuccasson, and assigns, end shall be enforceable by Lender and its Successon and assigns.
Waiver. Lander still not be doomed to hive waled any rights under this Agreehwnt union such water is plan in willing and Signed by
Lender. No 0e4y, or orm slon on the pad of Lantler in enrcwng any right still operate as a water of such right or any other right. A warm by
Landar of a proosion of INS Agreement shell not preludus or CodsWVla a Walar of Landers "phi olhanvna to demand str1C1 CompNNGe erch
INI promton or any other prowsron of this Agreement. No prior Walar by Lander, nor any come of dealing baNeen Lantler and Grantor, %Ne
constitute a waiver of any of Lender's rights or of any of GdvI obLpallons ee to any future Innuctions. W hanoa! ens Corset of Lander b
required under this Agreement, the printing of Such Consent by Lander in any Instant shoe not constitute continuing mneenl to subsequent
instances whore such consent a re awed and In aft uses such consent my be granted or "llhshd in the sole placation of Lander.
GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS COMMERCIAL SECURITY AGREEMENT, AND GRANTOR
AGREES TO ITS TERMS. THIS AGREEMENT IS DATED MARCH 17,190E
GRANTOR:
R-Gee Ccntrecl g91t
By:
Roee Cam n, Sr., Prewoent
ATTEST:
%+r?,".?., gel` i/ ": f ...air,..--""-,"=•T ( Corporate Seal )
Sraelary or Aaslpenl SCCro;ery
LENDER:
Commerce Ban ordarrisburo. National Association
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TOTAL P.03
Exhibit D
PROMISSORY NOTE J
PrlnclpDl linen Data Maturity Loses No Celt cotlelaral Account Officer .1nittale,
550000.00 07-16-1997 .2737095
Relmm?ea. r? lee .r...,_. 199 _ 20A
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us. only and do 111 Ile p I bllll IIN tl II p 1 la to I
Borrower FIGEE Contracting, Inc. (TIN: 25-1626395) Lender: Commerce Bank/Harrlaburg, National Asseelatldn
3 Richland Lane, Send OIOIA Mein Offloe/Commerclel Coat Center
Camp HIII, PA 17011
P.O, Box "Sao
100 Senate Avenue
Camp Hill, PA 170D1-9966
Principal Amount: $50,000,00 Initial Rate: 10.500%
PROMISE TO PAY. R-GEE Contracting, Inc. (Borrower" Date al Association oJuly 16, or 1997
order, In lawful money of the United States of America, the pPromises 10 Pay 10 rincipal amount of Filly Thousand 8 01100 Dollars l050,0110) orso(much na may
he outstanding, together with Interest on the unpaid outstanding principal balance of each advance. Interest shall be celcutalad from the pan
of each advance until repayment of each advance.
PAYMENT. Borrower will pay Ills loan on demand, or II no demand Is made, In one payment Of all outstanding Principal plus all accrued
unpaid Inleresl on July le, ta9e. In etltllilon, Borrower will pay regular monthly payments of accrued unpaid Interest beginning August 16,
1997, end ell subsepuent Inleresl peymenls are due on the same day of each month after that. Interest on this Note is computed an a 365/360
rout/peed byslneaecluen number o/tl ye fhaep`aniorpal lbolenca es Culslanene, over Borrower yaray Lender at l Lender's the address outstanding shown Principal balance,
other place es Lentler may desipnele in waling, Unless olherwisu1 agreed or orrower will pay Len above or al such
unpeltl Inleresl, Ihen to prlnapal, end any remalninp emounl to unpaid d or required
costs by and late applicable charges law, , payments will be applied first to accrued
unpaid
VARIABLE INTEREST RATE. The Inlerpst rate on IMS Nole I5 subject to change Irom Ume 10 time based on changes in an Index which I5 the
'COMMERCE BANK/HARgISBURG, NATIONAL ASSOCIATION RETAIL PRIME RATE' (the Index'). The Commerce Bank/Harrisburg, Nalloral
Association RBI911 Primp Rhle, herelnaller relerretl to es'COmmerCe B
Filled Rate ank Prime" shall be that role which Lender establishes as tit Prime Role, whether by Lender shall certain borrowers, Irom Ilme 110 1 ma,lel a ralebo/Inleresl les5nlhanclh
10 e Commerce Bank Primp Rare. l The Applicable Role of Interest sho r t from lending to
change on the In any way preclude or limit chenpas one clay otherglhan la paym nl tlue tla e/ un0ehthn Nole, Inle e5leihall be calCUlaletl pole s ctrl dbacome eeedive. When sold interest tale
In. To the extent
permllled by Pennsylvsnie law, Inleresl shall be calculated by Ina malhoe known as Ihe'Benkar's quleo using Iha aclua?tUey6hlhe principal thence Is
oulslandinp harountlar divitled by 360 days one mulllplled by Iha Ihen appllca0la vale CI Inleresl tlasMbed herein; provitlsd, however, n
that to the extent
such calculallon Is not permitted by Pennsylvanle few, Inleresl hereunder shell be calcuated on the basis of a 3fi5 or 366 day year, as the use maybe,
Lander will tell Borrower the current Index role upon Bortowar'c request. Borrower untlerstands Ihht Lentler may make loans based th other rags be.
loathe unpeltlrprinctpal balencCrlof Ihis NOIe will be al aerate or 15°0 pet enrage polnlelov0r he I QeR?sre6ulllnp nn nllnHlel releIs of 10.500% per
annum. NOTICE: Under no rircumslencos will Iha Inleresl role on This Nole Oe more Ihen the maximum role eliowsd by applicable law.
PREPAYMENT. Bonower may pay ell or a portion al the emounl owetl eatlier Ihen II Is tlue. Eetly peymenls will not, unless eprootl to by Lender In
wining, relieve Borrower pl Borrower's oblipallon to continue to movie peymenls of accruetl unpeltl Inleresl. Ratner, Ihay will rsduce the principal
balance tlue.
LATE CHARGE. It a payment is 16 days or more late, Borrower will be charged 6.0110% of the regularly acheduted payment.
DEFAULT. Borrower will be in default If any of the following happens: (e) Borrower falls to make any payment when due. (b) Borrower breaks any
promise Borrower has made to Lender, w Borrower fails to comply with or to perform when duo any other farm, obligation, covenant, or condition
contained In this Nola or any agreement related to this Note, or in any other agreement or loan Borrower has with Lender, (C) Borrower defaults under
any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or poison that
may malonally affect any of Borrowers property or Borrowers ability to repay this Nola or perform Borrower's obligations uncle, no Note or any of the
Retailed Documents. Of Any represemallon w statement made or furnished to Lender by Borrower or on Borrowers behalf is false or misleading In any
material respect either now or at the time made or furnished. (e) Borrower becomes insolvent, a receiver Is appointed for any part of Borrower's
property, Borrower makes an assignment for the benefit of creditors. of any proceeding Is commenced either by Borrower or against Borrower under
any bankruptcy at insolvency laws. (I) Any creditor Ivies to take any of Borrower's property on or In which Lender has h lien or secunty Inleresl. This
includes a garnishment of any of Borrower's accounts wen Lender. (g) Any guarantor dies or any of the other events described In this default section
occurs with respect to any guarantor of this Nola. (h) A maehal adverse Change occurs in Borrower's financial condition, or Lender believes Ins,
prospect of payment or performance of If* Indebtedness Is impaired. (B Lender in good faith deems itself Insecure.
It any tlelaull, other than a default In payment. Is curses and it Borrower has not been given a notice of a breach of the same provision of this Nola
within the precedul twelve (12) months, It may be cured (and no event of default will have occurr if Bonower, alter receiving whiten notice from
Lender demanding cure of such default: (a) cures the default within ten (10) days; or (b) It the cure requires more than ten (10) days, Immediately
Initiates slaps which Lender deems in Lenders sole discretion to be sufficient to cure the default and thereafter continues and completes as reasonable
and nocussary steps sufficient to produce compliance as soon as reasonably practical.
LENDER'S RIGHTS. Upon tlelaull, Lender may, alter giving such notices as required by appliubia law, declare the entire unpaid principsl balance on
this Nclo and all accrued unpaid interest immediately tlue, and then Borroyof will pay that amount. Upon default, Including failure to pay upon final
maturity. Lender, at its option, may also, If permitted under applicable low, Increase the variable Inleresl res, on this Nola to 3.500 percentage Claims
over the Index. The interest rate will nor exceed the maximum rate permitted by applicable law. Lender may hire or pay someone else to help collect
this Note 11 Borrower does not pay. Borrower also will pay Lender that amount. This Includes. subject to any fruits under applicable law, Lender's
aliorneys' lees and Lenders legal expenses whether or not there is a lawsull, Including altomeys' fen and legal expenses tar banknalcy proceedings
(Including efforts to modify or veins any automatic slay or Injunction), appeals, and any anticipated post-judgmanl collection sa ies, If not
prohibited by applicable law. Borrower also will pay any court costs. In addition to all other sums Provided by law. II judgment is entered In connercrlon
with this Note, interest will continue 10 accrue on this Note saw judgment at the Interest rate applicable to this Note at the time judgment Is entered.
This Note has been delivered to Lender and accepted by Lender In the Commonwealth of Pennsylvania. It there is a lawsuit, Borrower sprees
upon Lender's request to submit to the jurisdiction of the courts of Cumberland County , the Commonwealth of Pennsylvania. Lender end
Borrower hereby waive the right to any jury trial In any action, proeeeding, or eounlerctalm brought by either Lender or Borrower against the
other, This Note shall be governed by and construed In accordance with the laws of the Commonwealth of Pennsylvania.
DISHONORED ITEM FEE. Borrower will pay a in to Lender of $10.00 If Borrower makes a payment on Borrower's Iron and Iha chock or
preaulhonzed charge with which Borrower pays is later dishonored.
RIGHT OF SETOFF. Borrower plants 10 Lender a contractual possessory security interest in. and hereby assigns, conveys, delivers' pledges, and
tonslms 10 Lender all Borrower's right, Ibis and interest in and to, Borrowers accounts with Lender (whether checking, savings, or some pore
account), including without limitation all accounts held jointly with someone else and all accounts Borrower may open in the future, excluding however
all IRA and Keogh accounts, and all trust acccunls for which the grant of a security Interest would be prohibited by law. Borrower aulhorlres Lender, to
the extent permitted by applicable law, to charge or Sarah all sums owing an this Nola against any and all such accounts.
COLLATERAL. This Note is secured by UCC's on Business Assets; Personal guarantees by Robert G. Oergkson, Sr, and Nancy Oetrickson.
LINE OF CREDIT. This Note ewdenees a revolving line of credit. Advances under this Note may be requested orally by Borrower or by an authartzed
prison. Lender may, but need not, require that all oral reouest5 be confirmed in willing. All communications, instructions, or directions by telephone or
oftiv a to Lender are 10 be directed to Lenders office shown above. The lahowmg perry or parties are Authorrmtl to regwsl advances under Iha fine
of Credit i Lender receives from Borrower at Lenders address shown above wolten notice of revocation of their authority: Robed G. DerrlckWn,
Sr., President. Borrower agrees to be liable 10, all Sums either, (of advanced in accordance with the instructions of am authorized person or fib;
Credited to any of Borrower's accounts with Lander. The unpaid principal balance owing on this Note M any time rosy be evidenced by ondorsomants
on this Note or by Lender's Internal records, including duly computer printbuls. Lender will love no obligation to advance funds under INS Nola it:
(aI BOMV.W or any guarantor rs in default under the (arms of this Note or any agreement that Borrower or any guarantor has with Londe( Including any
agreement made in connection with IMP signing of this Note; (b) Borrower or any guarantor ceases doing business or a Insolvent; C) any guarantor
Se,65. Claims Of otherwise attempts ID limit, modify of revoke such guarantors guarantee of this Noe or any other loan with Lentler; (d) Borrower Ns
applied runes provided pursuant 10 mrs Nola lot purposes other than those tuthorpad by Longer; or (e) Lender in good faith deans ilseb Insecure
under this Note or any other agreement between Lender and 80nower.
ANNUAL PAYOUT PERIOD. Borrower shall be required to recluse the outstanding principal balance under this lime of Credit 10:era for a lh rly (30)
consecutive day period during each year of Ina Line Of Credit.
:1-16-097 PROMISSORY NOTE Page 2
Loan No 2797095 (Continued)
GENERAL PROVISIONS. This Note is payable on demand, The Inclusion of spei default provisions or rights a1 Lander shall vol precludo {.antlers
right to declare payment of this Nola on Is demand, Lender may delay of Iago enforcing any of its rights or nomadlas under this Nola without losing
Them. Borrower and any other person who signs, guarantees of encases this Nola, to the extent allowed by law, waive presentment, demand for
payment, protest and nol¢e of dishonor, Upon any Change in the terms of this Nola, and unless otherwise expressly slated In wdeng, no party who
signs this NOW, whether as maker, guarantor, accommodation mike, or endorsor, shall be released from liability. NI such parties agree that Lander
may renew or extend (repeatedly and lo, any length of time) this loan, or release any party Or guarantor or collateral; ar Imoalr, fail to realize upon or
perfKl Lender's security Interest in the collaleal; and lake any other action doomed necessary by Lander without the consent of or notice to anyone.
All such parlles also agree that Londe, may modify this loan without the content of or notice to anyone other than the partly Will whom the mo atcation
Is made. If any portion of this Nato Is for any reason determined IC be unenforceable, it will nor olfact the enforceability of any other provisions of this
Note.
CONFESSION OF JUDGMENT. BORROWER 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 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 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 (SSW) ON WHICH
JUDGMENT 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 AUTHORITY GRANTED IN THIS NOTE TO CONFESS JUDGMENT
AGAINST BORROWER 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 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 ANDIOR
HEARING REQUIRED UNDER APPLICABLE LAW WITH RESPECT TO EXECUTION OF T14E JUDGMENT, AND STATES THAT EITHER A
REPRESENTATIVE OF LE14DER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO BORROWER'S ATTENTION OR
BORROWER HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. THE LIEN ARISING FROM ANY JUDGMENT CONFESSED OR
ENTERED PURSUANT TO THE FOREGOING AUTHORITY SHALL NOT EXTEND TO ANY OF BORROWER'S RESIDENTIAL REAL PROPERTY AS
THAT TERM IS DEFINED IN THE PENNSYLVANIA ACT OF JANUARY 30, 1974 (PA, LAWS 13, NO. 6). REFERRED TO AS THE LOAN INTEREST AND
PROTECTION LAW, AS AMENDED, AND THE HOLDER OF ANY JUDGMENT CONFESSED OR ENTERED PURSUANT TO THE FORGOING
AUTHORITY SHALL NOT, IN ENFORCEMENT OF ANY SUCH JUDGMENT. EXECUTE, LEVY OR OTHERWISE PROCEED AGAINST ANY SUCH
RESIDENTIAL REAL PROPERTY: PROVIDED, HOWEVER, THAT THE LIEN OF SUCH JUDGMENT SHALL EMEND TO SUCH RESIDENTIAL REAL
PROPERTY AND THAT THE HOLDER THEREOF SHALL BE PERMITTED TO EXECUTE, LEVY OR PROCEED AGAINST SUCH RESIDENTIAL REAL
PROPERTY FROM AND AFTER THE ENTRY OF A JUDGMENT AS CONTEMPLATED BY SECTION 407 OF SUCH LOAN INTEREST AND
PROTECTION LAW AND RULES 2981 TO 2966 OF THE PENNSYLVANIA RULES OF CIVIL PROCEDURE, OR SUCCESSOR OR SIMILAR STATURES
AND RULES. NO LIMITATION OF LIEN OR ANY EXECUTION, LEVY OR OTHER ENFORCEMENT CONTAINED IN THE IMMEDIATELY PRECEDING
SENTENCE SHALL APPLY WITH RESPECT TO ANY JUDGMENT OBTAINED OTHER THAN BY THE FOREGOING AUTHORITY TO CONFESS OR
ENTER JUDGMENT.
PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE
INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE NOTE AND ACKNOWLEDGES RECEIPT OF A COMPLETED
COPY OF THE NOTE.
THIS NOTE HAS BEEN SIGNED AND SEALED BY THE UNDERSIGNED.
BORROWER:
R-GEE Contra g,? C.
By. SEAL)
Robert . Derr c son, ., President
ATTEST:
ly.cL.6?rc. ( Corporate Seel )
?I.n ? Cl -. A Qa
?ecrelery r As lanl Secretary
vuuen Rru. L,mer Cnall. LxsERrRO.-v........Ji.M.a11.,Vrt.a.leln Var CFI haawYeY. I.. All OghNr.2 Y.a. RA•oso JULnae.ln CMOV1.1
ui sore uw? wrrweo oni mxxuei mmiux?uouu. n? wn ne.r. mmr?
Exhibit E
E?
con
CON, ERCIAL SECURITY AGREE, :NT
.: Princl A Loan Ditto Maturity Loan No Call Collateral Account , , Officer Inlllals .
P 550,000.00. 07-16-1997 2777095 204
References In the shaded area era for Landers use only and donot lira 1 the applicability of this document t any p Ocular loan ar Imam.
90rrOWer: R-GEE Contracting, Inc, (TIN: 2S-162039S) Lender: Commerce 88ebNAtstsburg, National Association
J Richland Lane, Bulls 0Ill Main Olllce/ColnmarelN Cost Canter
Camp Hall, PA 17011 P.O. Box 6599
100 Senate Avenue
Camp Hill, PA 17001-9966
THIS COMMERCIAL SECURITY AGREEMENT Is entered Into between R-GEE Contracting, Inc. (referred to below as 'Granlor"); and
Commerce Bank/Hardsburg, National Association (referred to below as "Lender'). For valuable Consideration. Grantor plants to Lender a
security Interest In the Collateral to secure the Indebtedness and agrees that Lender small have the rights stated in this Agreement With
respect to the Collateral, In addition 10 all other rights which Lender may have by law.
DEFINITIONS. The following words shall have the following meanings when used in this Agreement. Terms not otherwise defined In (his Agreement
shall have the meanings allrlbuted to such terms in the Uniform Commercial Code. All references to dollar amounts small mean amounts In lawful
money of the United Slates of Amerce.
Agreement. The word "Agreoni means this Commercial Security Agreement, as this Commercial Security Agreement they be amended or
modified from time to time, together with all exhibits and schedules attached to this Commercial Security Agreement from time to lime.
Collateral. The word'Ccitaierar means the following described property of Granlor, whether now owned ar hereafter acquired, whether now
existing at hereafter arising, and wherever located:
All Inventory, chattel paper, accounts, equipment, general Intangibles and listings
In addition, the word 'CCllafti al' includes all the following, whether now owned or hereafter acquired, whether now existing or helealler arising,
and wherever located:
(a) All attachments, accessions, accessories, lools, parts, supplies, Increases, and additions to and all replacements of and subsimuliom for
any property described above.
(b) NI products and produce of cry of the properly descdbod in this Collateral section.
(C) An accounts, general Intangibles, intoaments, terms, monles, payments, and all other rights, string out of a safe. Wage. cr other
disposition of any of the property described in this Collateral section.
(of All proceeds including insurance proceeds) from the sale, destruction, loss, or other disposition of any of the propady described in this
Construe; section.
(9) All records and data rataling to any of the property described in this Collateral section, whether In the form of a writing, photograph.
mlaroflm, microfiche, or electronic media, together with all of Grantors right, title. and interest In and to All computer software required to
utillm, Create, maintain, antl process any such records or data on electronic media.
Fixtures are and will be located on the following described reel estate:
7 Richland Lane, Suite 101 A, Camp Hill, Cumberland County, Pennsylvania. The record owner of the real property Is Robert 0.
Derrickson, Sr., g Richland Lane, Suite ID1A Camp Hill, PA 17011
Event of Default. The words "Event of Default" mean and Include without limitation any of the Events of Default set forth below In the section
titled "Events of Default,'
Grantor. The word "Grantor" moans R-GEE Contracting, Inc., Its successors and assigns
Guarantor. The word'Gueranmor' means and includes without limitation each and all of the guaranlms, sureties, and accommodation parties In
connection with the Indebtedness.
Indebtedness. The word Indebtedness" means the indebtedness evidenced by the Note, including all principal and Inleresl, together with all
other Indebtedness and Costs and expenses for which Grantor is responsible under this Agreement or under any of IN Related Doeumpnls. In
addition, the word Indebtedness' Includes all other obligations, debts and liabilities, plus interest Hanson. of District, or any one or mane of
the., to Lender, as well as all claims by Landor against Grantor, an any one or more of them, wholher existing now or later; whether they are
voluntary or Involunlsry, ova or not due, direct a indirect, absolute or contingent, liquidated or unliquidated; whether Grantor my be table
Individually a jointly with others; whether Grantor may be obligated as guarantor, surety, accommodation party or otherwise; whether recovery
upon such indebtedness may be or treasurer may become barred by any statute of limitations; and whether such Indebledrelss may be or
hereafter may become otherwise unenforceable.
Lender. The word "Landor" means Commerce Bank/Hamsburg, National Associtllon, as successors and assigns.
Note. The word 'Note" means the note or credit agreement dialed July 16. 1997, in the principal amount at 350.000.00 from R-GEE Contracting,
Inc. to Lender, together with all showers of, extensions of, modifications of, refinanengs of, consolidation of and substitutions lor the note a
Creel) agreement.
Related Documents. The words "Related Documents mean and include without bmaalion all promissory notes, Credit agreements, ban
agreemenN, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, and all other Inskurnenis, egreomenls and
documents, whether now a hereafter susling, executed In connection with the Indebtedness.
RIGHT OF SETOFF. Granlor hereby grants Lender a cunlractual possessory security interest In and hereby asigns, conveys, delivers, pledgee, and
Iranslers all of Glamor's fight, 11119 and Interest in and to Grantor's accounts with Lender (whether checking, savings, or tome other account). Including
all accounts held jointly with someone eke and all accounts Grantor may open In the future, excluding. however, ad IRA and Keogh accounts, and 60
bust accounts for which the grant of a security interest would be prohibited by law. Grantor aulhonms Lender, to the extent permitted by applicable
taw, to charge or selod an Indebtedness against any and all such accounts.
OBLIGATIONS OF GRANTOR. Grantor warrants and covenants 10 Lender as follows:
Perfection of Security Interest. Granlor agrees to execule such financing stalemenle and to take whataver other actions are requested by
Leger to perfect and continue Landes secu,ny interest in the Coliaul Upon request of Le nOet, Granlor will deliver 10 Lender any and as of Li
07-15-1997 COMMERCIAL SECURITY AGREEMENT Page 2
Loan No 2797095 (Continued)
the documents evidencing or conslifuling the Collateral, antl Grantor will note Lender's bdoresl upon any and all chatal paper if not delivered tO
Lender for possession by Lender. Grantor hereby apparels Lander as its Irrevocable allorngan-fact for the purpose of nxutlng any
dacumonls necessary to perfect or to conllnue the Security interest granted In this Agreement. London may At any Ilms, and without further
authorization from Ginnie,. file a carbon, photographic or other reproduction of airy financing Statement or of the Agreement la use as a
financing statement, Grantor will reimburse Lender for all expenses for the perfection and the conllnuallon of the porfxllon of Landers security
Interest in the Collateral. Grantor promptly will notify Lender before any change in Eisner 's name including any charge to the Assumed
business names of Grantor. This Is a continuing Security Agreement and will continue In effect even though all or any part of the
indebtedness Is paid In full and even though for a period of time Grantor may not be Indebted to Lender.
No Violation. The execullan and delivery of this Agreement will not violate any taw or agreement gowming Grantor or to which Grantor n ¦
party, and Its certificate or mnclos of Incorporation and bylaws do not prohibit any farm or condition of this Agreement.
Enforceability of Collateral. To The extant the Collateral consists of accounts, challel paper, w general Intangibles, the Collateral is enforceable
In accordance with in terms, is genuine, and compiles wl:h aPPInAtile taws concerning form, content and manner of preparation and oxecullon,
acrd all persons appearing to be obligated on IN COllaleel have authority and capacity to contract and are In fact obligated as they appear to be
on The Collateral. At the lima any account becomes subject to a security Interest In Favor of Lender, the Amount shall be a good and valid
account representing an undisputed, bona fide Indebtedness Incurred by the account debtor, for merchandise held subject to delivery
instructions or theretofore shipped or dallvered pursuant to a contract of sale, or for services theretofore pertained by Grantor with or for the
account debtor; there shall be no Seats or counterclaims against any such account; and no agreement under which any deductions or
discounts may be claimed shall have been made with the account debtor except those disclosed to Lander In writing.
Location of the Collateral. Grantor, upon request of Lender, will deliver to Lender In form pllsfactory to Lander a schedule of real properties
and Collateral locations relating to Grantor's operations, Including without limitation the following: (a) all real property owned or being purchased
by Grantor; (b) all real property being rented or leased by Grantor; (c) all storage facilities owned, rented, leased, or being used by Grantor, and
(d) all other properties where Collateral Is or may be located. Except In the ordinary course of Its business, Grantor shall not remove the
Collateral from its existing locations without the prior written consent of Lender. ,
Removal of Collateral. Grantor shall keep the Collateral (or to the extent the Collateral consists of Intangible property such as accounts, the
records concerning the Collateral) at Grantor's address shown above, or at such other locations as are acceptable to Lender. Some Or all of the
Collateral may be [mated at the real properly usurped above. Except in the ordinary course of IN business. Including the sales at Inventory.
Grantor shall not remove the Collateral from its existing [masons without the prior written consent of Lender. To the extent that the Collateral
consists of vehicles, or other tilled property, Grantor shall not take or permit any action which would require application fa certificates of title for
the vehicles outside the Commonwealth of Pennsylvania, without the one, written consent of Lender.
Transactions Involving Collateral, Except for inventory sold or accounts collected In the ordinary course of Gentoes business, Grantor shag
not sell, offer to sell, or otherwise transfer or dispose of the Collateral. While Grantor Is not In default under this Agreement, Gramm may sag
Inventory, but only In the ordinary course of Its business and only to buyers who qualify as a buyer In the ordinary course of business. A pia in
the ordinary course of Grantor's business aloes not Include a transfer in partial or total satisfaction of a debt or any bulk sale. Grenlor shad not
pledge, mortgage, encumber or otherwise permit the Collateral to be subject to any lien, security Interest, encumbrance, or charge, other than the
security Interest provided for In this Agreement, without the prior written consent of Lender. This Includes security interests even N junior In right
to the securely Interests granted under this Agreement. Unless waived by Lender, all proceeds from any disposition of the CWIaTeel (tar whatever
reason) shell be field in must for Lender and shall not be commingled with any other funds; provided however, this requirement shall not
constitute consent by Lender to any sale or other disposition. Upon receipt, Grantor shall Immediately deliver any such proceeds to Lender.
Title. Grantor represents and warrants to Lender that It holds good and markelable, Illla to the Callalsral, has and dear of sh Ilans and
encumbrances except for the lien of this Agreement. No financing statement covering any of the Collateral Is on file in any public omca other
than those which reflect the securely interest created by this Agreement or to which Lander has specifically consented. Grantor shall defend
Lender's rights In the Collateral against the calms and demands of all other persons.
Collateral Schedules and Locations. As often as Lender shall require. and insofar as the Collateral consists of aaounls and general
Intangibles. Grantor shall deriver 10 Lander schedules of such Cotiannal, including such Information as Lender may require, including without
limitation names and addresses of account debtors and agings of accounts and general Intangibles. Insofar as the Collateral consels of
Inventory and equipment, Grantor shall deliver to Lender, as often as Lender shall require, such fish, descriptions, and designations of such
Collateral as Lender may require to Identify the nature, extent, and lowllon of such Collateral. Such Information shag be submitted la Grantor
and each of its subsidknas or related companies.
Maintenance and Inspection of Collateral. Grantor shall maintain all tangible Collateral In good condition and repair. Grantor will not commit
a permit damage to or destruchon of the Collateral Or any pan of the Collateral. Lender and ill designated rspresernal" and agents 6flaa
have the right at all reasonable times to examine. Inspect, and audit the Collateral wherever located. Grantor shall Immediately noleq Lender of
all cases Involving the return, rejection, repossession, loss or damage of or to any Collateral; of any request for audit Or adjustment or of any
other dispute rising with respect to the Collateral; and generally of ail happenings and events affecting the Collateral or the value or the amount
of the Collateral
Taxes, Assessments and Liens. Grantor will pay when due all taxes, assessments and lions upon the Collateral, Its use or operation, upon this
Agreement, upon any promissory note or notes evidencing the Indebtedness, or upon any or the other Related Documents. Grahior may
withhold any such payment or may elect to contest any lien it Grantor is in good faith conducting an sppioprule proceeding to contest the
obligation to pay and so long as Lender's Interest in the Collateral is not jeopardized in Lender's sole opinion. It the Collateral n subjected to a
lien which is nor discharged within fifteen (15) days. Goner shall deposit with Lender cash, a sufficient corporate surely bond or omer security
satisfactory to Lender in an amount adequale ro provide for the discharge Cline lien plus any interest, costs, erlor ii fees a interchanges that
could accrue as a result of foreclosure or sale of the Conaleral. In any contest Grantor shall defend Itself and Lender and sells pllsly, any heal
adverae judgment before emolument against the Collateral. Grantor shall name Lender as an additional Obligee under any awary bond
lurmshed In the contest coceecmi s.
Compliance With Governmental Requirements. G,anler shah comply pmmplly with all laws, ordinances, rule and fogulUeois of an
governmental sundries, now Or hereafter in effect, applicable la the ownership, pioducteon, disposition, Or use Of the Cdateral. Grantor may
contest in good faith any such law, ordinance or regulation and withhold compliance during any proceeding, including appropeata appears, to
long as Lender's interest in the Collateral, in Lender's opinion, is nor jeopardized.
Hamidous Substances. Grantor represents and warrants that the Collateral never has been. and never win be so tong as this Agreement
remains a twin on Ina Collalers$. used for the generation, msnulacrure. storage, transportation, treatment, disposal. rotes" W threatened chase
of any hazardous waste or substance, as those terms are defined in the Comprehensive Environmental Response. COmpemaleon, and Llablkly
Act of 1990, as amended, 42 U.S.C. Section 9601, at son. I'CERCLA9, the Superfund Amendments and Reeuthonzabon Act of 1991 liub. L. No.
fl x09 ('SARWJ. The Hazardous Matene' ?rsnspartaleon Ad, 49 US.C. Section 1801, or seq., a 9esource Conservation and Recovery Ad. 42
U.S.C. Section 6901, el seq. or other At ibre stale or reoaral laws, rules, or regulations ado, pursuant 10 any of the loregang. The lams
07-16-1997 MMERCIAL SECURITY AGREEIV W Page 3
Loan No 2737095 (Continued)
'hazardous wsafe' and'hoxmdous substance' shall also include. without limitation, petroleum and petroleum by-products m any fraction thereof
and asbestos. The representations and wananlies contained hoom are based on Grantor's due dinganca in invostigaang the Consisted for
haardous wastes and substances. Grantor hereby (a) rnteases and waives any future claims against Lender for Ind0mmly or conlrrbuuon In the
event Grantor becomes liable for cleanup or other costs under any such laws, and (b) agrees to InOemnlly and hold humless !antler apainat
any and all claims and lassos resulting from a breach of this provision of this Agreement. This obligation to Indemnify shall survive the payment
of the Indebtedness and the satisfaclmn of this Agreement.
Maintenance of Casually Insurance. Grantor shall procure and maintain all risks Insurance, Including without limitation lira, then and liability
coverage together with such other Insurance as Lander may require with respect to the Conalorel. In form, amounts, Coverages and basis
reasonably acceptable to Lander and Issued by a company or companies reasonably acceptable to Lender. Grantor, upon request of Lantler,
will deliver to Lander from time to time the policies or certificates at Insurance In form satisfactory to Lender, Including stipulations that coverages
will not be cancelled or diminished without of least thirty (30) days' prior written notice to Lender and not Including any disclaimer of the Insurer's
liability for failure to give such a notice. Each insurance policy also shall Include an endorsement providing that coverage In favor of Lender wig
not be impaired in any way by any act, omission or default of Grantor or any other person, In connection with eg policies covering assets in
which Lender holds or is offered a security Interest, Grantor will provide Lender with such loss payable or other endorsements as Lander may
require. If Grantor el any time fells to obtain or maintain any Insurance as required untler this Agreement, Lender may (but shall not be obligated
lo) obtain such insurance as Lender deems appropriate, including if it so chooses "single interest Insurance; which will cover only Landoes
Interest In the Collateral.
Application of Insurance Proceeds. Grantor shall promptly notify Lender of any loss or damage to tha Collateral. Lander may make proof of
loss it Grantor falls Is do so within filtoen (15) days of the casually. All proceeds of any Insurance an the Collateral, including accrued proposes
thereon, shall be held by Lender as part of the Collateral. If Lender consents to repair or replacement of the damaged or destroyed Conalaral,
Lander shall, upon satisfactory proof of expenditure, pay or reimburse Grantor from the promees for the reasonable cost of repair or restoration.
It Lender does not consent to repair or replacement of the Collateral, Lander shall retain a sufficient amount of the proceeds to pay all of Ilia
Indebtedness, and shall pay the balance to Grantor. Any proceeds which have not been disbursed Wind six (6) months after their receipt and
which Grantor has not committed to the repair or reslorallon of the Collateral shall be used to prepay the Indebtedness.
Insurance Reserves. Lender may require Grantor to maintain with Lander reserves for payment of Insurance premiums, which reserves shall be
created by monthly payments from Grantor of a sum estimated by Lender to be sufficient to produce, at least /elision (15) days before the
premium due date, amounts at least equal to the Insurance premiums to be paid. If fifteen (15) days before payment Is due, the reserve funds
are insufficient. Grantor shall upon contend pay any deficiency to Lender. The reserve funds shall be held by Lender as a general deposit and
shall Ocnsfilute a non-interest-bearing account which Lender may satisfy by payment of the Insurance premiums required to be paid by Grantor
as they become due. Lender does not hold the reserve funds In trust for Grantor, and Lender Is not the agent of Grantor for payment of the
insurance premiums required to be paitl by Grantor. The responslblllly for the payment of premiums shall remain Grantor's sole responsibility.
Insurance Reports. Grantor, upon request of Lender, shall furnish to Lander reports on each existing policy of Insurance showing such
information as Lender may reasonably request including the following: (a) the name of the Insurer; (b) IN, risks insured: (c) the amount of the
policy; (d) the property Insured: (a) the then current value on the bests of which Insurance has been obtained and the manner of determining
that value; and (1) the expiration date of the policy. In addition, Grantor shall upon request by Lander (however not more often than annually)
have an independent appraiser satisfactory to Lender determine. as applicable, the cash value or replacement cost of the Collateral.
GRANTOR'S RIGHT TO POSSESSION AND TO COLLECT ACCOUNTS. Until default and except as otherwise provided below with respect to
amounts. Grantor may have possession of me tangible personal properly and beneficial use of all the Collateral and may use It in any lawful manner
not inconsistent with this Agreement or the Related Documents, provided that Grantor's tight to possession and beneficial use shall not apply to any
Collateral where possession of the Collateral by Lender Is required by law to perfect Lender's security Interest In such Collateral. Until otherwise
notified by Lender. Grantor may collect any of Iha Collateral consisting of accounts. At any time and even though no Event of Default exists, Lender
may exercise Its rights to coked the accounts and to nollly account debtors to make payments directly to Lender for application to the Indebtedness.
II Lender at any time has possession of any Collateral, whether before or after an Event of Default, Lender shall be deemed to have exercised
reasonable care in the custody and preservation of the Collateral If Lander takes such action for that purpose its Grantor shall request or as Lander, in
Lender's sole discretion, shall closer appropriate under the circumstances, but Wine to honor any request by Grantor shall not of Itself be deemed to
be a failure to exercise reasonable care. Lender shall not be required to take any steps necessary to preserve any rights In the Collateral against prim
parties, nor to protect, proserm or maintain any security Interest given to secure the Indebtedness.
EXPENDITURES BY LENDER. If not discharged or paid when due, Lender may (but shall not be obligated to) discharge m pay any amounts
required to be discharged Or paid by Grantor under this Agreement, including without limitation as taxes, liens, security interests, encumbrances, and
other claims, at any time levied or placed on the Collateral. Lender also may (but shall not be obligated to) pay all costs fm insuring, maintaining and
preserving the Collateral. All such expenditures incurred or paid by Lender for such purposes will then beer interest M (M rats charged under the
Nola from the date Incurred or paid by Lender to the data of repayment by Grantor. An such expanses shall become a pad of Iha Indebtedness and,
at Lenders much, will (a) be payable on demand. (b) be added to the balance of the Note and be apportioned among and be payable wuh any
installment payments to become due during either (1) the term of any applicable insurance policy or (a) the remaining term of the Nola, or (c) be
treated as a balloon payment which will be due and payable at the Note's maturity. This Agreement also wla secure payment of those amounts. Such
right shall be in addition to all other nights and remedies to which Lander may be antilled upon the Occurrence of an Event of Default.
EVENTS OF DEFAULT. Each of the following shall constitute an Event of Default under this Agreement
Default on Indebtedness. Failure of Grantor to make any payment when due on the Indebtedness.
Other Defaults. Failure of Grantor to comply with or to perform any other lerm, obligation, covenant or condition contained in this Agreement or
in any of the Related Documents 0r in any other agreement between Lender and Grantor.
Default in Favor of Third Parties. Should Borrower or any Grantor default under any loan, extension of credit. security agreement, purchase m
sales agreement, or any other agreement. In favor of any other creditor or poison that may materially affect any of Borrowers property er
Borrowers or any Grantors ability to repay the Loans or perform then respective obligations under the Agreement or any of the Related
Documents.
False Statements. Any warranty, representation or statement made or furnished 10 Lender by or on basalt of Grantor under this Agreement, IM
Note or the Related Documents is false or misleading In any malarial respect, either now or at IM lime made m furnished.
Detective Cotlslerelltatlon. This Agreement or any of the Related Documents castes to be in full force and even (including moan of any
collateral documents to create a valid and pedepnd securty inleresl or lien) at any lime and for any reason.
Insolvency. The dissolution or termination of Grantors existence as a going business, the insolvency of Grantor, the appointment of a recsiver
for any pan of Grantors properly, any assignment for Iha benefit of creditors, any type of creditor workout. W the ppmmencerhanl of any
proceeding under any bankruptcy, of insolvency laws by or against Genial.
Creditor at Forli Proceedings. Commencement of toreriesu,e or Imieaure proconling;, whether by judicial proceeding, sirll-help,
07-16-1997 COMMERCIAL SECURITY AGREEMENT Page a
Loan No 2737095 (Continued)
repossession or any other method, by any creditor of Grantor or by any governmental agency against the Collateral of any other collateral
securing the Indebtedness. This Includes a garnishment of any of Grantor's deposit accounts with Lander. However, this Event of Default shall
not apply it there is a good Isilh dispute by Glamor its to the vaildity at reasonableness of the chum which Is the basis of the creditor or lodolluu
proceeding and it Grantor gives Londe, written nallco of the creditor or forfeiture proceaalng and deposits with Lander monies or a surety band
for the creditor or forkiture Pocatello, In an amount determined by Londer, in Its solo discretion, as being an adequate reserve or band IN the
dtspule.
Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness or such Guarantor
dies or becomes mcomoolent. Lender, at its option, may, but shall nor be required to. Credit the Guarenta, s asWle to assume unconditionally
the obligations arising under the guaranty in a manner s ff alaclory to Lender, and, in doing so, cure the Event at Default.
Adverse Change. A material adverse change occurs in Grantors financial condillon, a, Lender believes the prospect of payment or
performance of the Indebtedness Is Impaired.
Insecurity. Lender, In goad lath, deems itself Insecure.
Right to Cure. If any default, other than a Default on Indabledness, is curable and If Granlor has not been given a pilaf notice of a breech of the
same provision of this Agreement, II may be cured (and no Event of Default will have occurred) If Grantor, after Lender sands written notice
demanding cure of such default, (a) cures the default within ten (10) days; or (b), if the cure requires more than ten (10) days, immediately
Initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter continues and completes ad
reasonable and necessary steps sufficient to produce compllance as soon as reasonably practical.
RIGHTS AND REMEDIES ON DEFAULT. II an Event of Default occurs under this Agreement, at any time thereafter, Lender shall have all the rights of
a secured party under the Pennsylvania Uniform Commercial Code. In addillon end without limitation, Lander may exercise any one or more al the
following rights and remedies:
Accelerate Indebtedness. Lender may declare the enure Indebtedness, including any prepaymenl penally which Grantor would be required to
pay, Immediately due and payable, without notice.
Assemble Collateral. Lender may require Grantor to deliver to Lander all or any podion of the Collateral and any and all certificates of title and
other documents relating to the Collateral. Lender may require Grantor to assemble the Collateral and make It available to Lender at a place to
be designated by Lentler. Lander also shall have full power to enter upon the property of Granter to lake possession of and remove the
Collateral. If the Collateral contains other goods not covered by this Agreement at the time of repossession, Grantor agrees Lander may lake
such other goods, provided that Lender makes reasonable efforts to return them to Grantor alter repossession.
Sell the Collateral. Lender shell have lull power to sell, lease, transfer, a otherwise deal with the Collateral or proceeds thereof In Its own name
at that of Grantor. Lender may sell the Collateral at public auction or private sale. Unless the Collateral threatens to decline spe dually In value or
is of a type customarily sold on a recognized market, Lender will give Grantor reasonable notice of the lime after which any private sale or any
other Intended disposition of the Collateral is to be made. The requirements of reasonable notice shall be mat If such nolkce is given at least ton
(10) days before the time of the sate or disposition. All expenses relating to the disposition of the Collateral, including without limitation the
expenses of retaking, holding, insuring, preparing for sale and selling the Collateral, shall become a part or the Indebtedness secured by this
Agreement and shall be payable an demand, with Interest at the Note rate from date of expenditure until repaid.
Appoint Receiver. To the extent permitted by applicable raw. Lander shall have the lollowlng rights and remedies regarding the appointment of
a receiver, (a) Lender may have a receiver appointed as a matter of right, (b) the receiver may be an employee of Lender and may serve
without bond, and (c) all fees of the receiver and his or her attorney shall become pan of the Indebtedness secured by this Agreement and shall
be payable on demand, with Interest at the Note rate from date of expenditure until repaid.
Collect Revenues, Apply Accounts. Lander, either itself or through a roceiver, may count the payments, rents, income, and revenues from the
Collateral. Lander may at any time in its discretion transfer any Collateral Into its own name or that of Its nominee and receive the payments,
rents, income, and revenues therefrom and hold the same as security for the Indebtedness or apply It to payment of the Indebtedness in such'
order of preference as Lender may determine. Insofar as the Collateral consists of accounts, general Intangibles, insurance policies. IMWma ils,
chattel paper, chases in action, or similar property, Lender may demand, collect, receipt for, sofa, compromise, adjust. sue for, Speculate. or
'realize on the Collateral as Lender may determine, whether or not Indebtedness or Collateral Is men due. Far these purposes. Lender may, on
behalf of and In the name of Grantor. receive, open and dispose of mail addressed to Grantor, change any address to which mall and payments
are to be sent; and endorse notes, checks, drafts, money Orders, documents of title. Instruments and items pertaining to payment, shipment, or
storage of any Collateral. To facilitate collection, Lender may nobly acrount debtors and oblugols on any Collateral to make payments dbecuy to
Lender.
Obtain Deficiency. if Lander chooses to Sell any or all of the Collateral, Lender may obtain a judgment against Grantor for any deficiency
remaining an the Indebtedness due to Lender alter application of all amounts received from the exercise of the rights provided In this Agreement.
Grantor shed be liable for a deficiency even it the transaction described in this subsection Is a uia of amounts or chattel paper.
Other Rights and Remedies. Lender shall have alt the rights and remedies of a secured vaulter under the provisions of the Uniform
Commercial Code, as may be amended (ram limerp lime. In addition, Lentler shall have and may exercise any or all other rights and remedies it
may have available at law, in equity, or otherwise.
Cumulative Remedies. All of Landers rights and remedies, whether evidenced by this Agreement or the Related Documents or by any other
writing, shall be cumulative and may be examined singularly or Concurrently. Election by Lender to pursue any remedy shall not exclude pursuit
of any other remedy, and an election to make expenditures or to lake action to perform an obligation of Grantor under Ihh Agreement, after
Granlor s failure to perform, shall not affect Landers right to declare a default and to exercise its remedies.
MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a pad of this Agreement:
Amendments. This Agreement, together with any Rebled Documents, eonstnules pie entire urdres ending and agreement of Ire pinks as to
the mailers set lorth m this Agreement. No allerelion of o, amendment to this Agreement Shan be effective unless given in -lung and signed by
the party or parbus sought to be charged or bound by the alteration Or amendment.
Applicable Law. Thor Agreement has been delivered to Lender and accepted by Lender In the Commonwealth of Pennsylvania. II there It a
Lawsuit, Grantor agrees upon Landers request to submit to the Jurisdiction of the courts of Ilia Commonwealth of Pennsylvania. Lander and
Grantor hereby mere the right to any fury trial in any action. proceeding, or counlerclarm brought by either Lander or Grantor against the other.
This Ag,eement shall be governed by and construed in accordance with the laws of the Cammonweellh or Pennsylvania.
Attorneys' Fees: Expenses. Grantor agrees to pay upon demand ay of Lender's costs and expenses, including attorneys' face and Lander's
legal expenses, hcunod in connection with the enforcement of this Agreement. Lender may pay someone also to help enforce this Agreement,
and Grantor shall pay the casts and ar As of such enforcement. Costs and expenses mci Lenders above"' fees and legal expenses
whether of not Ihere is a lamed, inCN attorneys lees and legal expenses for bankruptq readings (and including efforts 10 modify ce
07-16-1997 r-'MMERCIAL SECURITY AGREEM"VT Page 5
Loan No 2737095 (Contlnued)
vacate any sulamallC slay or injunction), appeals, and any anticipated post-judgment collection seMces. Gremor also shall pay all coud cats
and such additional taus as may be directed by the court.
Caption Headings. Caollon headings In this Agreement are for convenience purposes only and an, not to be used to Interpret or dente the
provisions of this Agreement.
Ncllces. All notices requited to be given under this Agreement shall be given in writing, may be sent by telstacsimAe, and shall be effective when
sclually delivered ar when deposited with a nationally recognized overnight coudar or deposited In The United Stales mail, first class, postage
prepaid, addressed to the party to whom the notice Is to be given at the address shown Above, Any party may change Its address for notices
under this Agreement by giving lormal written notice to the other parties, speollying coal the purpose of The notice is to Change the party's
address. To the extent permitted by applicable law, If there is more than one Grantor, notice to any Granlor will constitute notice to all Clarions.
For notice purposes. Grantor will keep Lender Informed at all times at Grantor's cwrenl address(es).
Power of Attorney. Granlor hereby appoints Lender as It! true and lawful attorney-In-lack Irrevocably, with full power of substitution to do the
following: (a) to demand, collect. receive, recaipl for, sue and recover all sums of money or other property which may now or heresllor become
due, owing or payable from the Collateral; (b) to execute, sign and endorse any and all claims. Instruments, receipts, checks, drape w warrants
Issued In payment for the Collateral; (c) to settle or compromise any and all claims arising under the CGaateral, and, In the place and stead of
Granlor, to execute and deliver Its release and settlement for the clalm; and (d) to (ills any Claim w claims w to take any action or Inst ale w take
pad In any proceedings, either In Its own name or In the name of Grantor, at otherwise, which in the discretion of Lender may seem to be
necessary Or advisable. This power Is given as security for the Indebtedness, and the aulhonly hereby conferred Is and shelf be Inevonable and
shall remain in full force and effect until renounced by Lender.
Severabllily. II a Court of Competent jurisdiction (Inds any provision of this Agreement to be Invalid or unenforceable as to any person w
circumstance, such finding shall not render that provision Invalid or unenforceable as to any other persons or circum3lances. If feasible. any
such offending provision shall be deemed to be modified to be within the limits of enforceability or validity-, however, If the offending provision
cannot be so modified, It shall be stricken and all other provisions of this Agreement In Al other respects Shell remain valid and enforceable.
Successor Interests. The terms of this Agreement shall be binding upon Grantor, and upon Grantor's heirs, Personal representatives,
successors, and assigns, and shall be enforceable by Lender and Its successes and assigns.
Waiver. Lender shall not be doomed to have waived any rights under this Agreement unless such waiver Is given in writing and signed by
Lender. No delay or omission on the part of Lender In exercising any right shall operato as a waiver of such right or any other right. A waiver by
Lender of a provision of this Agreement shall not prejudice or conseWte a waiver of Lender's right otherwise to demand strict compliance with
that provision or any other provnslon at this Agreement. No prior waiver by Lender, nor any course of dealing between Lender and Granlor, sM9
constitute a waiver of any of Lenders rights w of any of Grantor's obligations as to any future transactions. Whenever the consent of Lender Is
required under this Agreement, the pealing of such consent by Lender in any Instance shall not constitute continuing consent to subsequent
Instances where such consent is required and In all mass such consent may be granted or withhold in the sole d[sceaan of Lender.
GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS COMMERCIAL SECURITY AGREEMENT, AND GRANTOR
AGREES TO ITS TERMS. THIS AGREEMENT IS DATED JULY 16, 1997.
THIS AGREEMENT HAS BEEN SIGNED AND SEALED BY THE UNDERSIGNED.
GRANTOR:
R-GEE Contract" ,
BY' (SEAL)
Roberl C. Dernckson, Sr., President
ATTEST:
Ala crt iCI ,! G?.?wc.2am ( Corporate Seal )
'ecretary br A stmt Secretary
LENDER:
Commerce Be rrteburg, National Association
By: (.PiGw(e.:Y.P
Anihedied Officer
LASE RPRO.A.9 V.S. Pn.E T M, 001., VO. 3.11(01901 Cr I POpMr( IT. IM. All IIgII It rr valved. IPA.aw JULRaE.L NC20.OVLI
Exhtt9t F
SEP-08-1998 14:49 COMMERCE BANK 717 975 0581 P.02/05
PENNSYLVANIA DEPARTMENT OF STATE
CORPORATION BUREAU
UNIFORM COMMERCIAL CODE
P.O. BOX 8721
HARRISBURG, PA 17105-8721
COMMERCE BANK/HARRISBURG NA
PO BOX 0599
CAMP HILL, PA 17001-8599
DEBTOR:
R-GEE CONTRACTING INC"
236 CAMP HILL, ?::PA : 17011...
SECURED PARTY:
COMMERCE BANK/HWISBURG-NA
100 SENATE AVE
CAMP HILL,-PA 17011.
EFFECTIVE DATE: MAY 15, 19915, AT 11:15.AM.
FINANCING.STATEMENT NUMBER:. .24280579
ExhW G
.AMMERCIAL GUARANTY
... .'r... I ..,. . °y wrmste as L. nkkuu0k I; vnrcprvl Irmisle I
pna'
3orrower R-GEEConhacnnO, Inc. (TIN; 25-1576395)
S Richland Lane, Suits al 01A
Camp Hill. PA 17011
Lender: Commerce Bank/Harrlsburg, National Association
Main OfflceCUmmarclal Cost Center
P.O.00%Base
100 Senate Avenue
Camp Hill. PA 17001-9066
i UBrantar: Nancy Dorrlcksan
J Richland Lane, Suite 101A
Camp Hill, PA 17011
AMOUNT OF GUARANTY. This Is a guaranty of payment of 100.000% of the Nate, Including without limitation the principal Note amount of
Fifty Thousand a 001100 Dollars (=60,000.00).
GUARANTY. For good and valuable consideration, Nancy Derrlckson ("Guarantor") absolutely and unconditionally guarantees and promises
to pay to Commerce Bank8larreburg, National Association ("Lena t or Its order, on demand, In legal tender of the United States of America,
100.000% of the Indebtedness (as that term Is defined below) of R-GEE Contracting, Inc. ("Borrower") to Lander on The terms and conditions
set forth In this Guaranty. Guarantor agrees that Lender, In Its sole discretion, may determine which portion of Borrawer's Indebtedness to
Lander Is covered by Guarantor's percentage guaranty.
DEFINITIONS. The fallowing words shell have the fallowing meanings when used In this Guaranty
Borrower. The wind "Borrower means A-GEE Contracting, Inc..
Guarantor. The word 'Guarantor' oans Nancy Cornelison.
Guaranty. The word "Guaranty' maim this Guaranty made by Guarantor for the benefit of Lander dated July 16, 1997.
Indebtedness. The word "Indebtedness' means the Note, including (a) all principal, (b) all Interest, (c) all tale charges, (d) all loan lees and
loan charges, and (a) all collection costs and expenses relating to the Note of to any collateral for the Note. Collection costs and expenses
Include without limitation all of Lender's attorneys' lees and Lenders legal expanses, whether or not suit Is Instituted, and attorney]' lees and legal
expenses for bankruptcy proceedings (Including efforts to modify or vacate any automatic slay or injunction), appeals, and any armopaled
past-judgment collection services.
Lender. The word'Lendaf means Commerce Bank/Harrisburg, National Association, its successors and assigns.
Note. The word 'Note" means the promissory note or credit agreement dated July 16, 1997, In the original principal amount of S6o,oo0.oa from
Borrower to Lender, together with all renewals of, extensions of. modifications of, refinancings of, consolidations of, and substitutions for the
promissory note or agreement. Notice to Guarantor: The Note evidences a revolving line of credit from Lender to Borrower.
Related Documents. The words 'Related Documents" mean and Include without limitation all promissory noles, credit agreements, loan
agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of bust. and all other instruments, agreements and
documents, whether now or hereafter existing, executed In connection with the Indebtedness.
MAXIMUM LIABILITY. The maximum liability of Guarantor under this Guaranty shall not exceed at any one time 100.000% of the amount of the
Indebledneu described above, plus all costs and expenses of (a) enforcement of this Guaranty and (b) collection and sale of any collateral
securing this Guaranty.
The shove limitation on liability Is not a restriction on the amount of the Indebtedness of Borrower to Lander either In the aggregate or at any one time.
It Lender presently holds one a more guaranties, or hereafter receives additional guaranties from Guarantor, the rights of Lender under all guaranties
shell be cumulative. This Guaranty shall not (unless specifically provided below to the contrary) affect or Invalidate any such other guaranties. The
liability of Guarantor will be the aggregate liability of Guarantor under the terms of :his Guaranty and any such other unterminated guaranties.
NATURE OF GUARANTY. Guarantor Intends to guarantee at all lima the performance and prompt payment when due, whether at maturity Or eartter
by reason of acceleration of otherwise, of all Indebtedness within the limits set forth in the Preceding section of this Guaranty. This Guaranty coven a
revolving line of credit and guarantor understands and agrees that this guarantee shall be open and continuous until the fine of credit Is
terminated and the Indebtedness Is paid In full, as provided below.
DURATION OF GUARANTY. This Guaranty will lake effect when received by Lender without the necessity of any acceplance by Lender, w any notice
to Guarantor or to Borrower, and will continue in full force until all Indebtedness shall have been fully and finally paid and satisfied and all other
abllgaticns of Guarantor under this Guaranty shalt have been performed In full. Release of any other guarantor w termination of any other guaranty of
the Indebtedness shall not affect the liability of Guaranlor under this Guaranty. A revocation received by Lender from any one Or more Guarantors shall
not affecl the liability of any remaining Guarantors under this Guaranty. This Guaranty covers a revolving line of tomell and It Is opeclncatry
anticipated that fluctuations will occur In the aggregate amount of Indebtedness owing from Borrower to Lender. Grantor specifically
acknowledges and agrees that fluctuations In the amount of Indebtedness, even to run dollars (S 0.001, shall not constitute a termination of
this Guaranty. Guarantor's liability under this Guaranty shall terminate only upon (a termination In wnling by Dammeyer and Lander of the line
of credit, (b1 payment of the Indebtedness In full In legal lender, and (c) Payment In full In legal lender of all other obligations of Guarantor
under this Guaranty.
GUARANTOR'S AUT14ORIZATION TO LENDER. Guarantor authorizes Lender, without notice or demand and without lessening Customer's
liability lt"r the Guaranty, from time to time: (a) to make one or more addlllonal secured or unsecured lama to Bonower, to leap
equipment or other goods to Borrower, or olherwlp to extend additional credit to Borrower. (b) to alter, compromise, renew, extend,
accelerate, or Cihensise change one on more times the lime for payment or other lemma of the Indebtedness or any Port Of the Indebtedness,
Including Inerenes and decreases of the rate of Interest an the Indebtedness; extensions may be repeated and may be for longer than the
original loan term; (c) to lake and hold security for the payment of this Guaranty or the Indebtedness, and exchange, enforce, waive,
subordinate, fall or daclde not 10 perfect, and release any such security, with or without the substltullon of new collateral; (d) 10 release,
substitute, agree not to sue, or deal with any one or more of Borrower's surelles, endorsers, or other guamnlors on any terms or In any
manner Lender may choose; (e) to determine how, when and what application of payments and credits Mall be rube on the Indebtedness;
(1) to apply ooh security and dlrecl the order or manner of We thereof, Including without limitation, my nonludlclal sale permitted by the
terms of the controlling security agreement or deed of Intel, as Lender In Its discretion may determine, (g) l0 sell, transfer, assign, Or grant
participations in all or any part of the Indeblednete; and (A) to assign or transfer this Guaranty In whole or In part.
GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lander that (a) no representation or agreements
of any kind have been made to Guarantor which would limit A, qualify in any way the terms of this Guaranty; (b) this Guaranty is executed at
Borrowers request and not al IM squesl of Lander; (c) Guarantor has lull power, right and sumonty to enter into this Guwanty; (d) the provisions 01
:his Guaranty do not conflict with w skull In a default under any agreement or other instrument binding upon Guarantor and do not result In a violation
of any law, reguil court decree w order applicable Io Guarantor, (e) Guarantor Ms not and win not, without the prom winter, consent of Lander,
Sell, lease, assign. encumber. hypothecate, hamster, Or otherwise dispose of all or substantially all of Guarantor's assets, or any In10M%I therein; (f) won
Lenders request. Guarantor will provide to Lender financial and credit information in form acceptable to Lentler. and as such financial mlmmakon
which currently has been, and AN lulus fmsncrai information which win be provided Io Lander I$ and will be true and correct In all material respects and
lakly present IM Iirar l condition of Guarantor as of the dates the financial information is provided: Ili) no material advor%e change has Occurred in
Guarentor'f flmncwl condition Ounce the data of the most mcml financial statements provided to Lender and no twat Ms document which may
malenstly aowmely efloct Guaranim's financier condition; (hl no 101981101, claim, investigation, mmmgeadve prucesoing or amulet action (including
those far unpaid to dl against Guarantor is pending or threatened; (1) Lander has made no reprosoDlation to Guarantor as to Ito Oednwmhlpss Of
Borrower; and D) Guarantor ties established Adsquale means of obtaining from Borrower on s continuing basis information megarc ng Borrowers
financial condition. Guaramw agrees to keep adequalOly informed from Such mean of any facts, events, or drournstarCes which might In any wAy
affect Guarantor s risks under this Guaranty, and Guarantor Wither egress that Lender shall haw no obligalion to disclose to Guarantor any information
a documanla scorned by Lancer in the Course of Its relationship with Borrower.
GUARANTOR'S WAIVERS. E.cmt as prohibited by Applicable law, Guarantor wsiwa any nose to require Lender (at to faithful lending mortify Or 10
extend other credit to Borrower; (b) 10 make any PmesmlmanL protest, demmtl, or notes of any kind, Including not" of any nonpsymenl of tM
Incebledness a of any nonpayment rotated 10 any collateral, At not" of any sellon or refection on the Pad of Borrower. Lender, any sursty, sndoser.
M other guarardor in connection with to Indebtedness or in cemarchon with the creation of rww d additional loans or obligations; (c) to resin for
cayment or to proceed dxe tty or at once against any person, including Borrows, or any ocher guaantor; td) la proceed mreclly against Or exhaust my
Amleal held by Lender from Borrower. any other gta,mlM, or my onver person; (a) to give nm4o of me larmk. time. and piece of any PUDIC a
-rivals Sale at personal Mo, edv Swour y held by Lender from Borrower a IO comply with any other applicable promsrons of the Uniform CommeMl
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07-15-1997 COMMERCIAL GUARANTY
Loan No 2737095 (Continued) Page 3
OF JUDGMENT. GUARANTOR HEREBY IRREVOCABLY
TRY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF
AFTER A DEFAULT UNDER THIS GUARANTY, AND WITH OR
OR
50
TO
EXECUTION OF THE JUDGMENT, AND STATES THAT EITHER A PEPgESENTATIVE
JUDGMENT PROVISION TO GUARANTOR'S ATTENTION OR GUARANTOR HAS DEC
LIEN ARISING FROM ANY JUDGMENT CONFESSED OR ENTERED PURSUANT TO
OF GUARANTOR'S RESIDENTIAL REAL PROPERTY AS THAT TERM IS DEFINED IN
10, NO. 6), REFERRED TO AS THE LOAN INTEREST AND PROTECTION LAW, AS AM
OR ENTERED PURSUANT TO THE FORGOING AUTHORITY SHALL NOT, IN ENFC
OTHERWISE PROCEED AGAINST ANY SUCH RESIDENTIAL REAL PROPERTY; PR
SHALL EXTEND TO SUCH RESIDENTIAL REAL PROPERTY AND THAT THE HOLDE
PROCEED AGAINST SUCH RESIDENTIAL REAL PROPERTY FROM AND AFTER THE
107 OF SUCH LOAN INTEREST AND PROTECTION LAW AND RULES 2981 TO 2986
SUCCESSOR OR SIMILAR STATUTES AND RULES. NO LIMITATION OF LIEN
CONTAINED IN THE IMMEDIATELY PRECEDING SENTENCE SHALL APPLY WITH RE
FOREGOING AUTHORITY TO CONFESS OR ENTER JUDGMFNT_
GLacvvnene, To APPEAR AT ANY TIME
TNT FILED, AS OF ANY TERM, CUNFESE
GUARANTY, ALL ACCRUED INTEREST, I
ND TO ANY COLLATERAL SECURING
SUIT, AND AN ATTORNEY'S COMMISS101
ECTION, BUT IN ANY EVENT NOT LESS T
URONS MAY ISSUE IMMEDIATELY; AND
BE SUFFICIENT WARRANT, THE AUTHO'IE EXHAUSTED BY ANY EXERCISE OF T
N FULL OF ALL AMOUNTS DUE UNDER'
T TO A HEARING IN CONNECTION WITH
EOER APPLICABLE LAW WITH RESPECT
PECIFICALLY CALLED THIS CONFESSIOk
ED BY INDEPENDENT LEGAL COUNSEL
NG AUTHORITY SHALL NOT EXTEND TO
VANIA ACT OF JANUARY 30. 1971 (PA, U
1E HOLDER OF ANY JUDGMENT CONFES
ANY SUCH JUDGMENT, EXECUTE, LEVY
EVER, THAT THE LIEN OF SUCH JUDGM
TALL BE PERMITTED TO EXECUTE, LEVY
UDGMENT AS CONTEMPLATED BY SECT
SYLVANIA RULES OF CIVIL PROCEDURE,
CUTION, LEVY OR OTHER ENFORCEMI
JUDGMENT OBTAINED OTHER THAN BY'
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 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 15 NECESSARY TO MAKE THIS GUARANTY
EFFECTIVE. THIS GUARANTY IS DATED JULY 1e, 1997.
THIS GUARANTY HAS BEEN SIGNED AND SEALED BY THE UNDERSIGNED.
GUARANTOR:
% -l?ni?.ee?(?.?,Lyritr Q.ew7t (SEA)
ent?l y Uerrlckwpr'!
Signed, eck wl angd II ered In the presence at:
% Q/
Wlineaa
INDIVIDUAL ACKNOWLEDGMENT
STATE OF
)as
COUNTY OF )
On this, the day of , 19 , before me the
undersigned Hoary Public, personally appeared Nancy Demckeon, known to ma for selisfac-Ay proven, 10 b9 me person whose name is subscribed
ODD within M:ilrumanl, and 46,nowledged that fie or she executed the same for the purpows Therein contained.
In wllness whereof, I hereunto set my hand and official Mal.
Notary Public In and for the Stale of
LASER PRO, RFa. LLS PAL & T.M. Of I., Vn. ].i] Iq wit CFI ROS-cfe. ir,c, AIInaNtrnnvFa.IP4Ci0 JULROE.LH C]e.OVl
uuu,r'urm mm?.m oreawutntt onnc,rmerona.ncx nwa.wmn ??? mu
EzhH* H
IN THE UNITED STATES BANKRUPTCY COURT .
FOR THE MIDDLE DISTRICT OF PENNSYLVANIA
IN RE:
No. 1.94RF ,^1 1 r b-
R-GEE CONTRACTING, INC., 771,,16
Chanted? I"" ^T,
Debtor NOV' 2j
149
-J Y
STIPULATION?_``?
AND NOW, this 23rd day of November, 1998, the Debtor and Commerce
Bank/Harrisburg, N.A. ("Commerce") by their respective attorneys, hereby stipulate
and agree as follows:
1. On or about October 9, 1998, Commerce filed a Motion for Relief from
the Automatic Stay (the "Motion') requesting the ability to recover legal possession
and title to the Vehicles, Collateral, Accounts, as those terms are defined in the
Motion. A true and correct copy of the Motion is attached hereto as Exhibit "A" and
incorporated herein by reference.
2. On or about March 17, 1997, the Debtor executed a Promissory Note in
favor of Commerce in the original principal amount of Nineteen Thousand Two
Hundred ($19,200) Dollars, together with interest thereon and all other charges more
particularly provided therein (the "First Note").
3. The First Note is secured by a Commercial Security Agreement (the
"First Security Agreement") securing the First Note with, among other things, a 1983
Mack Tractor (VIN #1M2N179Y2DA08556) (the "Mack Tractor"), a 1971 Strick
?r
Trailer (VIN #142199) (the'Strick Trailer"), and a 1973 Rogers Trailer (VIN #16854)
(the "Rogers Trailer"). (The Mack Tractor, the Rogers Trailer, and the Strick Trailer
are hereinafter collectively referred to as the 'Vehicles').
4. The security interest of Commerce Bank in the Mack Tractor and the
Strick Trailer was perfected by the filing of liens and the titles with the Pennsylvania
Department of Transportation.
5. Commerce's valid security interest in the Rogers Trailer was not
perfected due to the Debtor's failure to file the requisite application with the
Pennsylvania Department of Transportation (See 75 Pa.C.S.A. §1133).
6. The First Note requires monthly payments Eom the Debtor in the initial
amount of Five Hundred Ten Dollars and Twenty Cents ($510.20).
7. The Debtor has failed to make payment due under the First Note on
April 17, 1998, May 17, 1998, June 17, 1998, July 17, 1998, August 17, 1998,
September 17, 1998, October 17, 1998 and November 17, 1998. Such defaults are
continuing.
8. On or about July 16, 1997, the Debtor executed a Promissory Note in
favor of Commerce in the original principal amount of Fifty Thousand ($50,000)
Dollars, together with interest thereon and all other charges more particularly
provided therein (the 'Second Note'). The First Note and the Second Note are
hereinafter collectively referred to as the "Notes'.
9. The Second Note is secured by a Commercial Security Agreement (the
'Second Security Agreement') securing the Second Note with, among other things, all .
2
inventory, chattel paper, accounts, equipment, general intangibles and fixtures of the
Debtor (the "Collateral").
10. The Collateral was continually perfected by the UCC-1 Financing
Statements filed with the Secretary of the Commonwealth, and with the Prothonotary
of Cumberland County. True and correct copies of the UCC-1 Financing Statements
are attached hereto as Exhibit "B" and incorporated herein by reference.
11. The Second Note was further secured by the Commercial Guaranty of
Robert G. Derrickson, Sr. and Nancy J. Derrickson (the "Derricksons").
12. The Second Note requires monthly payments from the Debtor in the
initial amount of Four Hundred Four Dollars and Thirty-three Cents ($404.33).
13. The Debtor has failed to make payments due under the Second Note on
April 16, 1998, May 16, 1998, June 16, 1998, July 16, 1998, August 16, 1998,
September 16, 1998, October 16, 1998 and November 16, 1998. Such defaults are
continuing.
14. As of June 11, 1998, the total amount due and owing by the Debtor to
Commerce under the First Note and the Second Note was Sixty-One Thousand
Ninety-Eight Dollars and Fifty-nine Cents ($61,098.59) plus interest, cost, late fees
I
and attorneys fees as set forth in the Notes.
15. The Debtor maintains bank accounts 510011356, 510026657, and
610004955 at Commerce (collectively the "Accounts").
.3-
16. As of November 19, 1998, the collective balance in the Accounts is
$1,924.63.
17. As a condition for the funding of the Notes, Commerce required that the
Notes and Security Agreements provide for a lien on, and a security interest in any
and all accounts (present and future) as security for repayment of the liabilities
evidenced by the Notes. Said security interest is independent of Commerce's right
of setoff under Pennsylvania law.
18. Commerce's security interest in (Accounts) cash collateral of Debtor is
perfected when said cash collateral is in Commerce's possession, to the extent of
Debtor's liability under the Notes. 13 Pa.C.S.A. §9305.
19. It is the Debtor's desire to retain possession and use of the Vehicles.
20. Debtor authorizes and agrees to allow Commerce to setoff of the entire
balance of the Accounts towards the arrearages due and owing under the First Note
and hereby consents to relief from the automatic stay for Commerce to do so.
21. Beginning with the payment whi,-h came due on November 17, 1998, the
Debtor shall make regular monthly payments under the First Note in the amount of
Five Hundred Ten Dollars and Twenty Cents ($510.20) plus an additional amount of
One Hundred ($100) Dollars per month to be applied to cure outstanding arrearages
for a total monthly payment of Six Hundred Ten Dollars and Twenty Cents ($610.20).
The November 17, 1998 payment shall be made by Debtor to Commerce within ten
(10) days following the date hereof.
4-
22. Debtor thereafter shall continue to make regular monthly payments on
or before the 17th day of each month in the amount of Six Hundred Ten Dollars and
Twenty Cents ($610.20) under the First Note until the First Note is fully repaid.
23. Debtor shall, within ten (10) days following the date hereof, execute and
file with the Pennsylvania Department of Transportation any and all documents
necessary to perfect Commerce's lien on the title to the Rogers Trailer which lien
shall secure the First Note, as originally anticipated.
24. Debtor hereby assigns to Commerce all of its right, title and interest in
all of its accounts receivable and inventory as set forth in the Debtor's bankruptcy
schedules filed on June 18, 1998 (the "Accounts Receivable" and 'Inventory"
respectively) and hereby consents to relief from the automatic stay for Commerce to
take possession and title to such assets. Debtor shall cooperate with Commerce in
the collection of such Accounts Receivable and Inventory and the liquidation thereof
and shall execute any and all documents which may be necessary to effectuate the
assignment of the Accounts Receivable and Inventory to Commerce.
25. If the Debtor shall fail to make any payment or perform any duty or
obligation as set forth in this Stipulation, Commerce shall give written notice by fax
to Debtor's counsel. Debtor shall have ten (10) days from the date of said notice to
cure the default. If Debtor fails to cure said default within said ten (10) day period,
Commerce may file a Certificate of Default with the Bankruptcy Court to
immediately thereafter obtain an Order for Relief from the Automatic Stay entitling
Commerce to immediately exercise any and all state court remedies to obtain legal
title to and possession of the Vehicles, Accounts, Accounts Receivable, and Inventory
as those terms are defined herein and in the Motion.
-5-
26. The Debtor acknowledges that this Stipulation in no way limits
Commerce's right to pursue the guaranty of the Derricksons securing the Second Note
to recover amounts due and owing under the Second Note. Commerce acknowledges
that the Derricksons have filed for bankruptcy protection under Chapter 13 of the
Bankruptcy Code. This agreement shall not be construed as a reaffirmation of any
personal liability of the Derricksons to Commerce.
27. The Debtor acknowledges that the indebtedness represented by the
Notes is in default and due and payable in full at once, except as otherwise agreed
herein.
28. Monarch Products Co., Inc. ("Monarch") with an address of 385 Sipe
Road, York Haven, Pennsylvania 17370 has asserted alien on the Accounts (the
"Monarch Lien"). On or about May 11, 1998, Monarch filed a praecipe for writ of
execution requesting Commerce to be made Garnishee.
29. The Monarch Lien, if valid and perfected, is under and subject and
junior to the perfected lien and security interest of Commerce.
30. Commerce has served Monarch with a copy of this Stipulation as set
forth in the attached Certificate of Service due to the effcct of Lhis Stipulation of
divesting Monarch of its lien on the Accounts and terminating the garnishment of the
Accounts in order to enable Commerce to immediately setoff the amounts available
in the Accounts against the balance due on the Notes.
31. Commerce will request the Bankruptcy Court to approve this Stipulation
to allow setoff of the Accounts after thirty (30) days from the filing hereof in order to
provide adequate tirie for objections.
32. Service of this Stipulation as set forth on the attached Certificate of
Service is sufficient to afford reasonable notice of the provisions of this Stipulation
and an opportunity for a hearing as set forth in the I?ules of BanlwptgyProcedure.
tt , v & dside
40 , o h FronWoot Street
P.O. Box 5950
Harrisburg, PA 17110-0950
(717)232.5000
Attorneys for Commerce Bank/Harrisburg, NA
!!-?J. Imblum, s ire
P. .
407 North FrStreet
Knupp & KoYebtor
Harrisburg, 17108.1848
Attorney for
I, Jeffrey T. Russell, Esquire, hereby certify that on November 2, 1998,
I spoke with Larry J. Frank, Esquire, the Trustee in this Chapter 7 bankruptcy case
and that he indicated that he did concur with Commerce's Motion for Relief from the
Automatic Stay. Furthermore, M:. Frank further indicated that he would concur
with the stipulation transferring the same assets as requested in Commerces Motion
for Relief from the Automatic Stay from the Debtor to Commerce pursuant to a
stipulation between the Debtor and Commerce.
C? V C?
L?x
C
4D <<? aF
(EY?
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE MIDDLE DISTRICT OF PENNSYLVANIA
IN RE: R-GEE CONTRACTING,
INC.,
Debtor
COMMERCE BANNIHARRISBURG,
N.A.,
Movant
V.
R-GEE CONTRACTING, INC.,
Respondent
CHAPTER 7
NO. 1-98-02938
d?? Harrisbu- rg
TIl7E Q. PM
bC 9 X98 ",
Ox
MOTION OF COMMERCE BANA/HARRISBURG, N.A. FOR
RELIEF FROM THE AUTOMATIC STAY
AND NOW, this 9th day of October, 1998, Commerce Bank/Harrisburg, N.A.
(hereinafter referred to as "Commerce"), by their attorneys, files the following Motion
For Relief From the Automatic Stay pursuant to §362(d) of the Banlcruptcy Code and
Rule 4001(a) of the Bankruptcy Rules:
1. Commerce is a national association with its principal offices at 100
Senate Avenue, Camp Hill, PA 17011.
2. Debtor filed its Petition for Relief under Chapter 7 of Title 11 of the
United States Bankruptcy Code on June 12, 1998. Relief was ordered.
3. On or about March 17, 1997, the Debtor executed a Promissory Note in
favor of Commerce in the original principal amount of Nineteen Thousand Two
Hundred ($19,200) Dollars, together with interest thereon and all other charges more
particularly provided therein(the "First Note"). A true and correct copy of the First
Note is attached hereto as Exhibit "A" and incorporated herein by reference.
4. The First Note is secured by a Commercial Security Agreement (the
"First Security Agreement") securing the First Note with, among other things, a 1983
Mack Tractor (VIN #1M2N179Y2DAO8556) (the "Mack 'Practor"), a 1971 Strick
Trailer (VIN #142199) (the "Strick Trailer"), and a 1973 Rogers Trailer (VIN #16854)
(the "Rogers Trailer"). (The Mack Tractor, the Rogers Trailer, and the Strick Trailer
are hereinafter collectively referred to as the "Vehicles"). A true and correct copy of
the First Security Agreement is attached hereto as Exhibit B" and incorporated
herein by reference.
5. The Security interest of Commerce in the Mack Tractor and in the Strick
Trailer was perfected by the filing of liens on the titles with the Pennsylvania
Department of Transportation. True and correct copies of the Certificates of Title
indicating such liens are attached hereto as Exhibit "C" and incorporated herein by
reference.
6. In violation of 75 Pa.C.S.A §1133, the Debtor failed to file the requisite
application with the Pennsylvania Department of Transportation in order to perfect
Commerce's valid security interest in the Rogers Trailer.
7. The First Note requires monthly payments from the Debtor in the initial
amount of Five Hundred Ten Dollars and Twenty Cents ($510.20).
2
8. The Debtor has failed to make payments due under the First Note on
April 17, 1998, May 17, 1998, June 17, 1998, July 17, 1998, August 17, 1998 and
September 17, 1998. Such defaults are continuing.
9. On or about July 16, 1997, Debtor executed a Promissory Note in favor
of Commerce in the original principal amount of Fifty Thousand ($50,000) Dollars,
together with interest thereon and all other charges more particularly provided
therein (the "Second Note"). The First Note and the Second Note are hereinafter
collectively referred to as the "Notes". A true and correct copy of the Second Note is
attached hereto as Exhibit "D" and incorporated herein by reference.
10. The Second Note is secured by a Commercial Security Agreement (the
"Second Security Agreement") securing the Second Note with, among other things,
all inventory, chattel paper, accounts, equipment, general intangibles and fixt•.:_-es of
the Debtor (collectively the "Collateral"). A true and correct copy of the Second
Security Agreement is attached hereto as Exhibit "E" and incorporated herein by
reference.
11. The Collateral was continually perfected by the UCC-1 Financing
Statements filed with the Pennsylvania Department of State, Secretary of the
Commonwealth, and with the Prothonotary of Cumberland. County. True and correct
copies evidencing the financing statements are attached hereto as Exhibit "F"
incorporated herein by reference.
12. The Second Note was further secured by the Commercial Guaranty of
Robert G. Derrickson, Sr. and of Nancy J. Derrickson (the "Derricksons"). True and
correct copies of the guaranties of the Derricksons are attached hereto as Exhbit "G"
and incorporated herein by reference.
-3-
13. The Second Note requires monthly payments from the Debtor in the
initial amount of Four Hundred Four Dollars and thirty-three Cents ($404.33).
14. The Debtor has failed to make payments due under the Second Note on
April 16, 1998, May 16, 1998, June 16, 1998, July 16, 1998, August 16, 1998, and
September 16, 1998. Such defaults are continuing.
15. By letter dated June 18, 1998 (the "Letter"), Debtor's counsel informed
Commerce's counsel of his belief that Commerce maintains a first priority secured
position in Debtor's accounts receivables (the "Receivables") and inventory (the
"Inventory"). A true and correct copy of the Letter is attached hereto as Exhibit "H"
and incorporated herein by reference.
16. Debtors counsel further indicated in the Letter that the approximate
value of the Inventory and Receivables as $8,000 and $230,000, respectively,
17. Debtor's Schedules (the "Schedules") filed on June 18, 1998 indicate the
value of the Inventory and Receivables as $8,000 and $190,479.24, respectively. A
true and correct copy of the relevant Schedules are attached hereto as Exhibit "I" and
incorporated herein by reference. (The Inventory and the Receivables are included
in the term "Collateral" as herein defined).
18. During the Creditor's Meeting held on August 21, 1998, the Debtor
indicated he is no longer pursuing collection of the Receivables due, in part, to
various defenses which would prohibit or restrict collection.
19. With the passing of time, the value of the Vehicles and the Collateral
continues to diminish to the detriment of Commerce.
4-
20. On August 26, 1998, the Derricksons filed a petition for relief under
Chapter 13 of Title 11 of the United States Bankruptcy Code. Relief was ordered.
21. As of June 11, 1998, the total amount due and owing by the Debtor to
Commerce under the First Note and the Second Note was $61,098.59 plus interest,
costs, late fees, and attorneys fees as set forth in the First Note and the Second Note,
respectively.
22. The Debtor maintains bank accounts 510011356, 510026857, and
610004955 at Commerce (collectively the "Accounts").
23. As of October 1, 1998, the collective balance in the Account is $1,924.59.
24. The Notes authorize the right of setoff to Commerce.
25. As a result of Debtor's failure to make payments in accordance with the
First Note and the Second Note, and the diminishing value of the Vehicles and the
Collateral, Commerce is not adequately protected in its interest in the Notes.
26. Commerce will suffer substantial irreparable harm if Debtor is permitted
to continue to possess the Vehicles and the Collateral, without making prior timely
payments therefor.
WHEREFORE, Commerce respectfully requests that your Honorable Court
enter an Order granting Commerce's Motion and directing (i) that the automatic stay
be modified to permit Commerce to exercise any and all state court remedies and any
other lawful actions necessary to recover legal possession and title to the Vehicles,
and the Collateral; (ii) that the automatic stay be modified to permit Commerce to
-5
exercise its right of setoff against all balances in the Accounts; (iii) that all right, title
and interest in the Receivables be immediately vested free and clear of any other
claims, in the name of Commerce so that Commerce may pursue collection thereof;
and (iv) such other relief as is just under the circumstances.
Xofe & Woodside
34 Font Street
P. 0? Px50
Harrisburg, PA 17110-0950
(717) 232-5000
Attorneys for Commerce
Bank/Harrisburg, N.A_
CEI2'I'IFICATE OF NON-CONCURRENCE
I, Jeffrey T. Russell, Esquire, hereby certify that by letter dated October 2,
1998, I forwarded a copy of the Motion attached hereto to the attention of Gary J.
Imblum, Debtor's counsel, and that, having heard no response from him, can only
conclude that the Debtor does not concur in the attached Motio,enl
J
3'401 itl Front Street
P.O.ox 5950
Harrisburg, PA 17110-0950
(717) 232-5000
Attorneys for Commerce
Bank/Harrisburg, N.A.
EXHIBIT A TO MOTION
162829 1
PROMISSORY NOTE f_ Principal 519.200.00 00-17-01997 12-17 rYD00l 2725788 Call Colle1areLl Account I att5erl Indiana
i '
pastorate m IM SAMOD 9104 are for unDe(f use am, and do not unit ins 10011CMNIV 01 this daumanl 10 env Osnr[uur Ian {'IBM I
Borrower: R Ges 0onu¢unp, ma. (TIN: 26.16063151 Lender: Commerce Banlunmleaurg, Manorial ASwclanan
2 RICnIMC Lana. Suite IOtA Man Onmwcammwclal call center
Camp MITI. PA 17011 100 Senate Avenue
Camp MITI, PA 17011
1
Principal Amount: $19,200.00 Interest Rate: 9.5005 Onto of Note: March 17, 7957
PROMISE TO PAY.. R-Gor Contratallno, Inc. (-Borrower') promises to pay 10 COMMITC8 Banwhalrlmurg, National ASSOUIOOn ('Lem '), a
Cecil(. In lawful money at the United States of America, the pfu lpM "Cum of Nineteen Thousand Two Hunared A. C NCIO DOOMS (i19.200,0C1,
together with Interest of Ina rats of 9.6007E per Mouth an Me MADRID phalpai baisae from Mwcn 17, 169, until paid in AMU.
PAYMENT, Borrower win pay this tun In 41 payments of 511030 "Ch payment. Borrower's first payment 11 OUR APRI 17, 1ee7, and W
Mb"quent payments we sus on the was ay of tarn month cedar that. Borrower's final payment will De cue on December 17, 2000. snit .,If
be for all pr dpai we We =r ad interest not yet paid. Payments include principal and MIBMSL Interest 00 INS Nato 3 =MDVWG CA a 1 LM&
"WIG 1nder041 bash; INI a, by applying Ins land of the annual mlN at fee& ova s yew *1363 (lays. Mwe101140 by ins dutslandrng pnrtCaml ba:sna,
InwW WO by Ina squat numCer 01 CAPS tai pnncGw balaocm is outstanding. Bartws, wvs ply Lancer ml LOMer S Aloftl snwn sdOVe Or me Nnn
Omer pWG a Lanow may O"ate in writing. Union athawme sgree0 a Motwod Oy 100=01, few, PaymMa wit a, ADpma asl W SLCMSa
UMCd meal, then 10 or m al am any remalnng amounts any unpol l c0 U0n Cosa and MM cnargse.
PREPAYMENT. Bgrawer may pay without pretty at a a plbtOn of IM amount wed senor than it is due. Eany payments ww not, ur agreed 10
by Lends, in writing, rskmo" Sarver of Bcrrwer's ahgaUOn 10 Continue 10 mks payments unow ins payment KOaODU. Ralnw. may wad Iaa1Ys 1M
PnM0a1 bamraa due and may result in Borrower mount nswN payments.
LATE CHARGE. II a payment Me 15 days or more tau, BMoww wit be caged I.000% of the regularly scheduled payment.
DEFAULT. Borrower woe be in default it any at me foloVent hapeea: (a) Borrower lera to make any payment when ova. (b) BonOww Maass am
Diameter eMawer rat maces W Lend". a Bamwer IBM to comply with a to penorm when due any Omer farm, Oobgauw, CovaMnl Of aJymor-
ContamOd in Ind NOM or any agreement regaled to INS Nitta, a in any CAR, ageommtnl " Ian Borrower a Men Lancer. (CI Balrww amt umdmo
Airy Ian, {woman at ama6 auMmery tOrOm ol, pwCese Or Sales Sor".nl. Or any otnu agreement, in never on any Oliver =BMW a pusdn W1
MY IMIMWIIY BNCI SAY Of BMww's properly a Borrowers ability to today too Nate a perform BIXrOwrr'S OOIIgsuOa uncw true NOM Of she of Du
RWMd Daaumante. (d) My rsormanubon a statement mate a furnenee 10 Lends by Bouawu w on SdrroMff sell d a Or nta+seding n any
Me&" mlowi either new a at Ice rime mace Or fwmmod, tat Bower Defame{ maavenl, a rocelver d APPOMMO Ice Any pan al Ba WL
plamy. SMOG makes an aLApnnenl la Ina Darisat 01 creditors, or any prodeecmg a commenced mother Dy SMDWw or against BMww arras
any aNdruptal' ON, lourvii Mks. (1) Any aeeNa MIS to Mks any of 80nww's property an or in whlan LMOW Ass a hen a AMDdry inm6 Thu
=units a garnehmeal at mot, at BarweT/ Accounts in under. (g) Any guuanior ass OI Any 01 IM Other events 00=080 in this Calsua aaoran
OCCOR win rnYmct 10 Any oumranla 01 Ina Note. the A nlalanal sawatss Change occurs in Bonowar'S hanaal COnahon, at LIMOM D"lavTd MS
PACu Sd 01 paynenl a Pwlamana 01 the IMMIeensSa a imposed. (1) Lancer in good fallh deaths Itself insecure.
If any CAIAwt. Omen Men a ataun in payment. u Curuls and 11 Borrower rise not been given a notice of a Diemen of the Same orov=n of m Note
wlthre Me are ng mw (12) months, It Play Dm Cwad land no event of DeMWt wee e" aXwrea) d Borrower. Amu Mcemang written flood Va.
Laaw amanceng cwa of such DORM (a) ova IN MIAMI "AM Ion (101 aye; a (0) if IM Cwe reauwas mate loan IM (101 days, Imnylaalery
v M Mpg wman Lanow booms In tenders ewe a mars"n to be sua0ant to ewe IM dwaal and IMHaNr conlinurn aria connote," as
am M MIY NO% AVHCIM 10 prodpce COmpMnae AN loon as NafOMbly OMCOal.
LENDERS RIGHTS. Upon dmuwl. Lander may, Anw gtwng such anCU u Maureb by sepMselr law, aau6 ms was unowd potibav bwsrLa M
Otl Nate and ad am unpata IndMnt lmnNdulay Cum, and then Borrower era pay Mae a naunl. Upon Delaw, INJVcmg IAwws to pay wow mrtw
IIW WIl7'. Lander. me Its apbon, May Sao. II ownutted unou ap ucted1s taw, IhaMae Ins merest rats on INS Note 2.000 percentage comm. TM wire,tl' -
MIS era not Age and IN m MUM MIS IMAAFi-0 by 11001a01e law. Lanow try nee or pay someone a" 10 halo eOUacl this Note If Borrower COes nG:
PAY. BMoww =0 wA Day Lender lost amount. TN 1Mucas, Select to any Zunis undo, apGYCaOls law, Lancet & AnaM7e' IMS and LanaM S .196-
MOM" whether or not th IS A Wwswl. inal lding Attorneys' ISBN and legal mManAae nor aMNPI-y proceedings hnbuang on" W mealy O'
"Cam SAY aulams0a stay or injunction), sopeaa. AM any Sawalaa 0...... content Cal G on," n. If not plakOmed Dy, soeauaOU law. scohni
Sao era PRY AAY=W 111113. In sdabon to AY Omer sums prwasc by law. If judgment u entered n connection win Ina Nola. Interest era =g=um, I:
acvuo an Rv6 Nola ANN judgment at the westing misrMl rate Prowcla la in 1N Nola. This Note flit been delivered 10 Lander Ma Steak be
LBMV In the Ddmmar weailn of PSnOaynvares. It there it a lawsuit, Borrower agrees upon Landau's request to SWOMI to Lne JUNwil h0n Or me
duns of Cumbetua County, the COMMOMmolfh of Pennsylvania. Lender red Borrower hereby waive Ina none to sty jury Inv in any anion,
proceeding, or cuunlerdvm brought by either Lancer at Borrower against the other. This Nate mall be governed by and ceaulree to
acedrdMce with in* "a of the COMM=weanh of letw sylvMla.
DISHONORED ITEM FEL BMwar will pay a see to Lancer of $10.00 11 Barrowef mute A payment on Scrrwers loan AnC the caste Or
prSawha C Cnaigo with wWA BMoww Pays u new asnamwee.
RIGHT OF SETOFF. ECnwer China 10 Lamar a convadWl pastlFOry esemtymisrnl A. 9n0 hereby aSLgns. Cdnve". DAMhi. aWC;M MC
YWtw1 10 LA O K M Banwert Ignl. MW am mtarul in and W. Borrower's accounts van Lender (wMINw CmO ing, eeNngs. Or some aner
mccoun 1, uiduang wth0ul kit Don as accounts haW Iovay won soneeM saw and as &=unit Borrower may open In IN nulure. otauMl9 N M G,
M IRA M I Neagn a<saunts. and M Must - until la wrua tee gran) of a fmCWly mlunt wave Ds ptah red DY law, BMoww SuMnaf Lancer. lc
per msnl parduNaC by m0pkaple law, to durgo Or Aston a sums owing on Me Nola against any Ina all wch afcounm.
COLLATERAL Thai Note a ucued by 1982 Mack Tractor, 1971 Stock TMUmr and a 1973 Rogers T,z W.
MAXIMUM RATE OF INTEREST. NOhwINlaMing amnthng to eta c*nvwy coma ned heron or in any allow COCUmem Meeuled in eanneMrn Mn the
Lan, IN whaabve rate of mdaresi an the Lan $Me not seep the ma rmum enact" rate of mlwosl Derm1lfad by ¦CODU01e law a regaauon. The
BMoww h y agreed to gM "now wmten noun in IN event INI BMws, IW act al knowle0ga oat any interest Pavmenl MaOS 10 L was, wor.
lm" d Its INS Loon wit causs DW WWI mlwrAat payment cb ea in any OM yea to be Wlmaus YnOM a dmago1s Of.. and Lancer UN OV SV. or
to taAerJ kMwmgly Soy mtwnl team the Blower in ins lam of fen Or aMwa wrllgt well l,most INS Lan aunOus. In ins aver INI much rmMtll
"Ltd a among in Lenders 0piman. Bane tefsvtl the r;m to sauce the mertlt payable by the Borrower. TM provision aye swvM cleari
hwallnow and blale0eyroem a tee Lan.
GENERAL PROVISIONS. Lane MY Delay a. toga Mlorbng soy Ol to rgnu OI ramwan unow Ina NOW without IOwng them. Borrower and Inv
aner p w WAR signs, guarantees or w eaotstl the Noc to Ira event allowed by few. war" o sommwhl. Osman to payment. a oteu Eno nbOa or
dd w. Upon my tangs in ins Iermus 01 inn Note. ane Yrutlf omwwa maoraouty Memo in woung, no pony who signs Iris Nitta. weemer me mares.
ttMrantor, A=OmmOdseon A NOW Or OMO 1 . SUN be l"IWO ham Wtllbty. A even Came{ agree INI Lancer may es. a fallno Imosaucm, ane
1" wry length 01 lima) M Wan, OF lalaafs any pony a 9 wsmo, a Cons twao Or nectam. ISS Its Member upon Of ORMSCI Lander a aecurny interest m tai
I wu and Ws any Onw {don bmenmp waaMry dY LAAOW wanow IM consent of or mot" 10 any0he AI AuCn DMAM SISO scree MSl Lanow
may mOdl/Y IM Men wln0ul IM a0msenl Ol o .Outs to aMBM ante t IM any win therm IM m0ao Ina n meal. II rise DM10n Ot Inn NOM a
la SM rpn awlNnw la De 4MnraaSDla, m ww mot SNa ins eno, erCYOwry 01 any Other pfOwslOa 01 Ihn Nom.
CONFUSION OF JUDGMENT. BORROWER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY CA THE FRCTMONCTARY
OR CLEAN OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE. TO APPEAR AT ANY TIME FOR aCARCV, ER ASR
A DEFAULT UNDER THIS NOTE. AND WITH OR WITHOUT COMPLAINT FILED. AS OF ANY TERM, CONFESS OR ENTER JUDGMENT AGAmT -
aCRROWER FOR THE ENTIRE PRINCIPAL BALANCE OF THIS NOTE. ALL ACCRUED INTEREST. LATE CHARGES. AND ANY AND ALL AMCUNTE
EXPENDED OR ADVANCED BY LENDER RELvATWG TO ANY COLLATERAL SECURING THIS NOTE TCGETHE; WITH INTERES ON SUCH
AMOUNTS. TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT f 107:1 OF THE UNPAID PRINCIPAL
SA,ANCE AND ACCRUED thIEREST FOR COLLECTION. BUT IN ANY EVENT NOT LESS THAN FIVE HUNCrEC DOL:.ARS a5D71 ON wHrCH
JUDGMENT OR JUDGMENTS ONE OR MORE EXECUnONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS NI: E OR A COPY GF THIS
NOTE VERIFIED BY AFFIDAVIT SMALL BE SUFFICIENT WARRANT. THE AUTMORrrv GRANTED IN THIS NOTE TO CCNPESS JUC3mENT.
AGAINST BORROWER SMALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY. BUT SHALL CONTINUE FROM TIME TO TIME AM-
AT AL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNCE; THIS NOTE. BORROWER HEREBY WAIVES ANY RIGHT BORRCWEP
MAY HAVE TO NOTICE OR TO A HEARING IN CONNEGION WITH ANY SUCH CONFESSION OF JUDGMENT AND E'TL-ES THAT ECMEF
REPRESENTATIVE OF LENDER SPECIFICALLY CALLE: THIS CONFESSION OF JUDGMENT PROVISION TC BCRRCWE='S 01-ENTICN Ob.
BORROWER HAS SEEN REPRESENTED SY INDEPENDENT LEGAL 'CUNSEL. THE LIEN ARISING FROM ANV JUJGMEN7 CONFEESE: C:•
ENTERED PURSUANT TO THE FOREGOING AUTHORITY $.ALL NOT EkTND TC ANY OF BORROWER'S RESZEIVITILL REAL •RCFEFM1 AS
THAT TERM 1S DEFINED m THE PENNSYLVANIA AG OF JANUARY 30. '9TI IPA LAWS 17. NO 61. REFEARE: TO AS THE :DAN INCE;ES. INC
MICTI!O-ION LAW, AS I& EACEO ANC THE MOLCER OF ANV JU.310fNT CONFESSED OR ENTERS: -'JRS:,ANT '- '-E F:;ICING
,:!E:
y-rN$' W. ::..
AL:wf_RffV S'HaL:. NOT m Efrf 'RCrIAFNT OF AM $.,- "-UE•: [tE['.:-E 'rev Co OTHERWISE I%-
03-77-7997 PROMISSORY NOT -
Loan No 272. (Continued)
RESIDENTIAL MAIL PROPERTY; PROVICED. HOWEVER. THAT THE LIEN OP SUCH AMC
PROPERTY ANO THAT THE HOLDER THEREOF SMALL BE P9RMM= TO MCUM LE1
PROPERTY FROM ANO ARM THE EMRY OF A JCGWENT, AS CONTEMPLATED
PROTECTION LAW AND RLIIFS 2901 TO 29aa OF THE RENNSYLVAMA ALLIES OP CIVIL P
AND RIS IM NO UWTATON OF LIEN OR ANY DUICUTION. LEVY OR OTHER ENFORCE
SEMENCE SMALL APPLY WITH RESPECT TO ANY JWGMEM OSTALNM OTHER TUN
Page 2?..., ..
PRIOR TO SIGNIRO THIS NOTLI. BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NDTL BORROWER AGREES TO
TM TERMS OF THE NOTE AND ACKNOWLEDGES RE=PT OF A COMPLETED COPY OF THE NOTE.
BORROWERS
edlna.L??' ?uS
art
Rowel ?I &P PMA Ni
ATTESTS
.. .n ...
Em ( Corporate Seel)
l or AaelffiM11 SncaterY
IY?NK WIIY?1. UWf#4aMLLAIIl?TY 011„VV.]ii PIIMI VIAOMwWVa ?Yryn111e??nallMOr0I1M1Oe,LnC1.OVll
EXHIBIT B TO MOTION
162829 1
COMMERCIAL SECURITY AGREEMENT
,:;Loan Date
area are for Lenders use
Borrower: R-Gee Contracting, Inc. (TIN: 25-1626795)
g Richland Lane, Suite 101A
Camp Hill, PA 17011
116
limit
Lender: Commerce SanklHariisti National AS50=110n
Main Of icaXammercial Cost Center
lad Senate Avenue
Camp Hill, PA 17011
THIS COMMERCIAL SECURITY AGREEMENT Is entered into between R-Gee Contracting, Ind. (referred to below as -Grantor'); or.
Commerce BanWHarrlsourg, National Association (referred to below as -Lancer). For valuable consideration, Grantor grants to Lender
security Interest In the Collateral to secure the Indebtedness and agrees that Lender snail have the rights stated in this Agreement w(:
respect to the Collateral, In addition to all other rights which Lender may have by law.
DEFINITIONS. The following words small have the following meanings when used in this Agreement Terms not otherwise defined in the Agreemei
shall have the meanings attributed to such terms in iris Uniform Commercial Coda. All references to dollar amounts Small mean amcumm in lawl
money of the United Slates of Amonca.
Agreement. The word 'Agreement" means this Commercial Security Agreement, as this Commercal Security Agreement may =a amended
modified from hme to time, together with all exntbils and scnedulas attached to this Commercial Security Agreement from Lima to ante.
Collateral. The word'Ccllatarar means the following descnbed property of Grantor.
1987 Mack Tractor VIN,1 1M2N179YWAOIIS 6V
1971 Strlck Trailer VINt 142199
1977 Rogers Trailer VINN 16854
In addition, the ward 'Collaterar includes all the following, whether now owned or hereafter acquired, whether now existing or nareaftar Armin.:
and wherever located:
(a) All accessions. accessones, increases, and aedllions to and all replacements of and suestitufions for any preoeny des-: ea acove.
(b) All products and produce of any of the property, described in thin Collateral section.
(c) Ali accounts, general intangibles. instruments, rents, monies, payments, and all other rights, ensing out of a sale, lease, or chi
disposition of any of the property descnoed in this Collateral section.
(d) All proceeds (including insurance proceeds) horn the sale, destrut:ien, loss, or other disocsition of any of the prcoer y acs: bed in it,.
Collateral sectors.
(e) All records and data relating to any of the property described in this Collateral section, whether in the farm of a writing, pnOtegrac:
microfilm, microfiche, or electronic media, together with all of Grantors night, lite, and interest in and to all c..mculer software remuirec
utilize, create, maintain, and process any such records or data an electronic media.
Event of Default. The wares Event of Default" mean and include without limitation any of the Events of Default set forth below in the sec!;-
filled 'Events of Default.'
Grantor. The word uranto' means R-Gee Contracting, Inc., Its successors and assigns
Guarantor. The word Guarantor' means and includes without limitation each and ail of the guarantors, sureties, and a::cmmcda«:n parties
connection win the Ineeotedness.
Indebtedness. The were 'inaeotedness' means the ineeoteoness evidenced by the Note. including A9 pnnatpal and interest, leretner with I
Other moomiadness and costs and axdenses for which Grantor is fescons101e under has Agreement or under any of Ina Related Documents. I
addition, the word 'Indebtedness' Includes all other obligations, deals and liabilities, plus interrst thereon, of Granter, or any one or more .
them, to Lender, as well as all claims by Lender Against Grantor, or any one or more of them, wnelher existing now or later, whether they a:
volumary, or involuntary, due or not due, direct or Indeed, absdule or contingent, liquidated or unhouldaled; wnethar Grantor may be film
surety,
Individuality or jointly with others: wnelher Grantor may be obligated as guarantor, surety, acemmodation perry or otherwise: wn-file• -
upon such indeoteaness may be or hereafter may become 0amed by any statute of limitations: and whether su:n meebtearress may be
hersaher may became otherwise unenforceable.
Lender. The word lancer' means Commerce Banx h2thSturg, National Asscm:aticn, its suxesscrs and assigns.
Note. The word 'Note' means the note or credit agreement dated March 17, 1997, in the principal amount of 51S.ZCC.00 from R-Gr
Comrachng, Inc. to Lender, together with all renewals of, extensions of, modifications of, refiranangs of, consolications of and suestnuuons +.
the note or credit agreement
Related Documents. The wares "Related Documents' mean and Inc!uee without limitation all promissory notes, credit agreements. 4-:
agreements, environmental Agreements, guaranties, security agreements, mdrgages. deeds of trust. and all other instruments, agreements if
documents, wnelher new or hereafter existing, axecutee in connection with the Ineaotecness.
RIGHT OF SETOFF. Grantcr hereby grants Lender a conueciual possessory security interest in and hereby assigns. c:nv4YS. delivers, ptecges, ar
trartstars all of Grantors right. title and interest in and to Grantors aCmunis with Lender (whether Checking, savings. or some ctbdr 1mmiu::r
as &=unts timid jointly wltm someone ALSO Ana all Acmun s Grantor may coon in ins future, eaciuding, however, as IRA An.- Kecgm aG:umm. Ana .
Vol aeounm for wnlmh Iha grant of a security interest would be pfenntned cy taw. Grantor aulhoTpC Lancer, to the Attar,: oarm111Atl :y acpiimam
Law, to charge or satcft an Incattecnass against any and all su:m ac:mums.
OBLIGATIONS OF GRANTOR. Grantor warrants And:mvenants to Lancer as fellows:
Perfection of Security Interest. Grantor agrees to execute sumn Imendmg statement' and to aka wristaver other am::ins are re:uestee
Lander to pen!': aria :mlVirlue Lender's security interest in the Collateral. Latin reduest of Lancer, Grantor will cevver is Lender any an: at
Ina documents mwcenmm; or ranstitufing me Cdaator&% and Grantor will note Lender's interest uoon any Ana all chaser :riper if nct :exvere:
Lancer for pciseis::r by Lancer. Grantor hereby 90:0mm Lancer as its trave:atle ¦hemby-,n-lac: for trio cur:=se cl att:.4ng a
documams neceszarv : mene-_: cr tc morrinum 'rte se:anty mteresl ;tame: in the Agreement. Lancer may At any ti.-e. Ana wanmu: fue-
_.____ -- .a..-.. . C. er r..t _So t!
03-17-1997 iMMERCIAL SECURITY AGI -NT Page
Loan No 2725388 (Continued)
If Lancer does not consent to repair or replacement of Ina Collateral, Lancer snail retain a sufficient amount of the proceeds to pay all of Ina
ineeciaeness. antl shall Day the Palanco to Grantor, Any proceeds whom nave not been alsbursea within sm (6) monms alter Ineu receipt anc
wntcn Grantor has not committed to the repair or restoration at Ina Collateral shall as used to prepay Ina Inceotoendss.
Insurance Reserves. Lancer may require Grantor to maintain with Lender reserves for payment of insurance premiums, which reserves small bE
rusted by monthly payments from Grantor of a sum estimaleC by Lender to as suhlc:enl to prccuce, at !east hftean (15) Days belare the
premium cue Cato, amounts at least equal to Ina insurance premiums to be Palo. It fifteen (15) days before payment is cue, Ina reserve Iunc:
era msumciont, Grantor small upon demand pay any deficiency to Lancer. The reserve tunas small be nerd by Lender as a general eoocsil on,
snail constitute a non niaresl-oeanng account which Lender may satisfy by payment of Ina insurance premiums racluaed to be Data by Grantc'
as they become cue. Lancer aces not n01D the reserve funds in trust for Grantor, and Lancer is not Ina agent of Grantor for payment at InE
Insurance premiums required 10 be paid by Grantor. The resoonslollily for the payment of premiums small remain Grantor's sale reseonstgetry,
Insurance Reports. Grantor, upon request of Lender, snail furnisn to Lancer reports an each existing Policy of insurance snowing suor
information as Lander may reasonaoly request including the following: (a) Ina name Of the insurer, (b) the risks Insurec: (c) Ina amount of Ine
policy: (e) the property insured: (h) the then current value on Iha basis at wnlcn insurance has been aotamea and Ina manner of Oalarminln_
Inal value: and (1) Imo expiration Cate of the Policy. In aaCdion, Grantor snail u.-.n request by Lender (however not more often than annually
nave an mdapenaenf appraiser satisfactory to Lander determine, as applrcawe, Ine cash value or replacement cost of the Collateral.
GRANTOR'S RIGffT TO POSSESSION. Until Default, Grantor may have possession of the tangible personal properly and beneficial use of all the
Collateral and may use it in any lawful manner not inconsistent with I= Agreement Or the Related Documens, provreec anal Grantor's ngnl is
possession and Peneficial use snail not apply to any Collateral where possession of the Collateral by Lancer is requuea by law to perfect Lancer's
socunly interest in such Collateral. If Lancer at any lima has possession of any Collateral, wnettier colors or attar an Event of Deraull, Lancer snail pc
Deemed to have exercised reasonable Care in the Custody and preservatlon of the Collateral if Lancer takes such aeon for that purpose as Grantc:
snail request or as Lancer, in Lender's sole discretion. snail Coem apprconate under me Circumstances, but failure to noncr any request by Grantc:
small not of itself be daamed to be a failure to exercise reasonable care. Lancer small not be resumed to take any steps necessary 10 preserve an%
cghs in the Collateral against pnor parties, nor to protect, preserve or maintain any security interest given to secure Ina Inaeolecness.
EXPENDITURES BY LENDER. If not discharged or paid when due. Lender may (but shall not be obligated to) dscaarge or pay any amount:
required to be discharged or paid by Grantor under this Agreement. InCualng without limitation all taxes, liens, security Interests, encumarances, enC
other claims, at any time levled or placed an the Collateral. Lancer also may (but snail not be Ooligated tot pay all Costs far Irsunng, maintaining anc
preserving the Collateral. All such expenditures Incurred or pale by Lender for sucm purposes will then Pear interest at the rate charged uncer the
Nola from the dale incurred or paid by Lender to trio date of repayment by Grantor. All such expenses snail become a pan of the Inaealeaness an-
al Lender's option, will (a) be payable on demand, (b) be added to the balance of Ina Note anc be apportioned among and be payable with am
installment payments to become Due dunng either (I) the term at any aepticabie insurance policy or (it) the remaining term of the Note, or lot ba
treated as a balloon payment winch will be tlue and payable at the Note's maturity. This Agreement also will secure payment of these amounts. Sucr
right shall be in addition to all other nghs and remecies to which Lender may be entiliec upon the occurrence of an Event of Default.
EVENTS OF DEFAULT, Each of the following snail constitute an Event of Default uncer this Agreement:
Default on Indebtedness. Failure of Grantor to make any payment when clue on the Indectechess.
Other Defaults. Failure of Grantor to comply with or to perform any other term, ecti;alton, covenant or Condition contamec in this Agreement o•
in any of the Related Documents or in any other agreement between Lender anc Grantor.
Default In Favor of Third Parties. Should Borrower or any Grantor eefaull under any loan, extension of credit, security agreement, ourcmase o:
sales agreement, or any Omer agreement, In favor of any ether creditor or person that may malenally affect any of Borrower's progeny C:
Borrower's or any Grantor's aoility to repay the Loans or perform their respective aoligaimns uncer this Agreement or any of Ina Related
Documents.
False Statements. Any warranty, representation or statement mace or furnsneC to Lender by or on behalf of Grantor under this Agreement, It's
Note or the Related Oc-umens is fase or misleading in any matenal reseecL elitist now or at the lime mace or Wrmsnec.
Defective Ccllatersd_tlon. This Agreement or any of the Related Documents Ceases to be in full force and allec: (inc!ucmg failure of an,
collateral documents to create a vatic and perlected security interest or lion) at any time and for any reason.
Insolvency. The dissolution or termination of Grantor's existence as a going business, the insolvency of Grantor, the ar:ciniment of a receive-
for any part of Grantor's property, any assignment for the benefit of creditors, any type of cramp. workout, or Iha commencement of an..
proceeding under any bankruptcy or insolvency laws by or against Grantor.
Creditor or Forfeiture Proceedings. Commencement of forcc:csure or forfeiture proceedings, whether by jueic:ai proceeding, self-here
repossession or any other methoo, by any Creditor of Grantor or by any governmental acency against the Collateral of any other crtalera
socunng the Indebtedness. This includes a garmsmment of any of Grantor's aeocsll accounts with Lender. However, this °-vent of Deraull sra.
not apply if there is a good faith dispute by Grantor as to the validity or reasonacteness of the claim which is the basis of the Creditor or fdneiture
proceeding and if Grantor gives Lender whiten notide of the creditor or forfeiture proceeding and deposits with Lancer monies or a surely can:
for the reditcr or forfeiture proceeding, in an amount determined by Lancer, in Is sole discretion, as Pam; an acecuaie reserve or bdnC to ini
dispute.
Events Affecting Guarantor. Any of the preceding evens occurs with respect to any Guarantor of any of the Ineerieemess or surn Guarani:
cues or becomes Incompetent. Lancer, at is option, may, but snail not be recuireC to, permit the Guarantor's estate to assume um:=ne:llcnal:
the opligations arising uncer ina guaranty in a manner satisfactory 10 Lentler, anc, in Doing so, Cure the Event of Default.
Adverse Change. A material adverse orange Occurs in Granter's financ:al cgnclhen, or Lancer believes the presoe:1 of caymem
performance of %me Ineeolocness is ImcaireC.
Insecurity. Lancer, in gccP faeh, seems itself rose:ure.
Right to Cure. It any astaull. other than a Default on IneetteCreC, Is Curable anc it Grantor has not been given a :nor hc::Ce of a Preacm of Iii
same provision of this Agreement, it may ba cured (anC no Event of Default will nave c::urrec; If Grantor, after Lancer sends wader ncl:.:
camancung cure Of aucm eefauh, (a) cures the default wimm on fiD) cal:: or (b). if the cure recuves mere than ten (IC) Pays. Immec:ale
imitates steps win:m Lancer Deems in lender's sae osreuen to De suft:::enl to Cure trio default and thereafter continues one :Cmciefes a
reasonaole and necessary steas sufficient id Prepuce CCmCaanco as soon as reascnacly pracu:al.
RIGHTS AND REMEDIES ON DEFAULT. It an Event at Default cz= uncer this -;reemeni, at any time thereafter. Lancet small nave all !me r;nz : ,
a sacurad parry uncer the Pennsylvania -.nltc,m Commercial :ace. it. ac=:tic., at.- woncul umoaticr.. Lender may exere:se any one r on-re
following n;hts ono romacies:
Acceterme moedteaness. Lance- mev ce::are ime ealwe mcea:ecres: c::u0 r; arv are:avrrtery Deraiiy wn::n 3rac::r wcUiD be •eap:ie:
I
03-17t-1287 AMERCIAL SECURITY AGRF-"' r Page
Loan No 2725388 (Continued)
cannot be so maalhed. It snag be stricken Ana all other provisions of this Agreement in an other respects shag remain Vaud and enforcaagle.
Successor Interests. The. terms of this Agreement shag be binding upon Grantor, and upon Grantry'S hags, parsonal rapresonunveS,
sucassors. and assigns, and snag be antarcaable by Lamar and its sucessors and Assigns.
Waiver. Lender snag not be doomed to have waived any rights under this Agreement unless such waiver is given in writing and stgnad by
Lancer. No daisy or amtsvon on the pan at Lancer in axwcuung any right shag operate As a waiver of sucn right or any other right A waiver by
Lancer of a provision of Ind Agreement snag not prejudice or constitute a waiver of tandars right otherwise to demand strict compliance war
that provision or any other prowion of thts Agreement No prior waiver by Lancer, nor any course of d4aging between Lancer and Grantor, snag
constitute a waiver at any of Lanaari rights or at any of Grsnlar's obligations as to arty lulus Iran--C nnL Whenever the constant of Lancer is
required under this Agreement, the granting of such consent by Landor in any instance snarl not constitute continuing consent to suasequem
Insancas whore such consent is repuvae and in AV rases such consent may be granted or withheld in the sole discretion of Lancer.
GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS COMMERCIAL SECURITY AGREEMENT, AND GRANTOR
AGRE':S TO ITS TERMS. THIS AGREEMENT IS DATED MARCH 17, 1997.
GRANTOR:
A-Gee gCattract g;lfa
By: ?,•M M,,s ' ,.1
Raven Demcfaon. Sr, President
ATTEST:
d?.. vr••i"r.r+ r.'''•<?cr ^?/,•.:y?IT'`""'i:.'Q'::"x -....-x (Corporate Seal )
Secretary or Ass'.Tant Secretary
LENDER:
Commerce BanWHarrisburg, National Association
EXHIBIT C TO MOTION
162829 1
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EXHIBIT D TO MOTION
162829 1
, i -L
PROMIS,,JRY NOTE
P-GEF. Contracting, Inc, ITO: 25-16267961 Lander: Commerce BankMarnsbutg, National AaucuOon
a A1Chland Lane, Suite 0101A Main OIIIcatCommoc4l Coal Center
Camp Hill, PA 17011 P.O. Box 6599
100 Senate Avenue
Camp MITI, PA 17001-0066
Incipal Amount: $50,000.00 Initial Rate: 10.500:4 Dole of Note: July 16, T°7J
DMISE TO PAY. R-GEE Contracting, Inc. ('BOrrower'l P1011115e3 to PRY 110 Commerce BonWMAInSbur0 Monomer Aswclalan ('Largb?? er
p, m lawful money of IN Unlild $Ulss at America. the principal am aunt at Filly Thousand A. Oa100 Dollars (15D.000,00) or as muff as in,
outstanding, together with interest on in, unpaid OutSlandlng principal balance Of each Reveres. Interest Snell be C81CU41CO from pre pia
'ten advance until repayment of green eateries.
fMENT. Borrower will pay this loan on demand, a it no demeno is made. In one payment of all outstanding principal plus IW agar-bpd
1210 Interest On July 16. 1996. In addition, borrower will pay glower monthly Payments of accrued unpaid Interest beginning August 16.
7, and 0 su0te afiff interest payments are due on IM nine day 01 can month after iNt. Interest on Into train a COMOU14C an a :65=
114 Interest Oman: INI 4. by applying the 14110 01 the annual mlwasi rate any a nsr 01 760 Be". mu ga ed by the outstanding pmicroal e9art
'IDWC by the actual number 01 nn the principal balance a outstanding. BanowH wit pay Lender 11 Lander's AcOres{ Snown above a At "^
Ir pion ore Lender may dngnate in wrwrg. Union 0166MSI Alfred or reaUVed by a0130101104 taw, payments WO be 600440 Mt Id
9ei0
Rid lnlernl, than 10 pnnOpst. and any remaining amount to any unpaid coOevtian costs and LAID Charges.
IIABLE INTEREST RATE. The initial all on IM Nola a signing to change from time to time based on cnangn m An mC" wn= s r."
MMERCE SANK/HARRISBURG. NATIONAL ASSOCIATION RETAIL PRIME RATE'. (the Indol The Commerce Bank/HarraIII -a .
L-tebon Rated Prime Asia. hMSNlter related to Am 'Commerce Bank Prime' Snatl be that rate which Lander 011111g4SNS AS Its Prime Ram wg:adrm
it pupbshae. The "labfiamnont and 0ubilcabon of Commerce Prime Role by Lander SNIT not in any way MMUO Or but Lander from 4npT D
,in borrowing. from time to time. at a rate 01 ntlsr"t lea{ IN" the Commerce Bank Prime Rate. The Applicable page 01 m0agesi {hap chard or Tie
011 wlKh any change in the CCmmlrC, BAnklHamabwg, National MPaatlon Rated Prime RAIN SW Became Creative. When Said mom r
962 M a my Olhar bon a Darmuml Out MIN unbar IN Note. amoral Shag be CarCulAlOd an a per diem buR for such month. TO Ore expire
filled by Pennsylvania law, Interest {hap be calculated by the memod known as the "Bankers Arlo' using the octal can the principal ax4ra b
Aran; hM=ngef divided by 750 Dan and mulbpaed by inl then aoOiCame tale of interest Defended mwslm: PrOmOld, Uwmver. Oft 10 the exam
calCmfebon a not Car llletl by Permswnnur Uw, mleresl hertunaer Shag bN calcuWed on 014 bagto 01 a 755 Or 766 CRY yeeL AS the Rest T- psi
or will 411 Borrower Of Current Index rate won Sonawer's,soussl. Btlnawar ua0are4ndm that LonOw MAY make loanm Nmed an other has: 6
The mumest raU Change "I nor OCta more often run seen Pay. The index currently is 9.000% per annum. The 11110111511 rage to De xcelpe
0 unpaid principal balance of this Note will be at a rata of 1.500 percentage paints over Intl Index. resulting In an Initial role of 10.SOo% per
in. NOTICE: Unger rig cir =UMn wit thaImMnt rate an INS Note be more man the mulnturm rate 440wc0 by 10014gil0Ie taw.
IAYMENT. Borrower may pay ap Or a porban 01 the amount owed Omer than it a ave. Early pavmaniS will nof, unless agreed to BY La , in
9. IMpn Borrower of BadOwer$ Obligabon to Continue 10 make payments Of 4=60 unpaid IntmresL Ratner, they war reduce IN Cr.resl
MB due.
CHARGE It a DAymenl U 16 days or more late. Borrower.11 be charged 6.000% of the regularly Scheduled payment.
IULT. Borrower wa be in default a any 01 the lalUwng NPpenv: (a) Borower lads to make any payment wntn due. (b) Borrower dreg am
4s SMOwM ha{ Tape 110 Lancer, a Borrower fe14 to Comply win a to Dancing when due any Ogler term, cougsoo., Covent. a =MCplov
Intl in this Nall a airy agreement !Merge 10 this Nola. at in any other agreement a icon Borrower has win Lender. (C) BorroWM CNOWS ur:CDf
tan. extension of amat. {county agreement, purchase or Min agreement, Or any other agreement. In favor of any other aanitu or cars=, 1.71
raler4er AKM any 01 Borrower's pram" a Borrower s ability to least, this Nola or perform BMawei 5 cotigations under this Nola or am a He
to Documents. (d) Any rapr"amaUDn Or statement made or furmsnea 110 LeriOr by Borrower u on Borrower's behalf is false or mamescir r anv,
41 resort same, new a at the time made w Nnall 41 Borrower p6omes 1"olvant. a revolver a a000MOO for any Den of Blrtwar5
fly. BOrtOwM makes IM angnmant had the benefit Of agellors, a any proceeding M Commenced Miner by Borrower or against BMOwer - ..R
a gg"BOICy OR mhaavcrtly 4wf. (f) Amy aQOnor bpi 10 take any 01 Borrower f oroceriy on a in which Lancer has a lion or snunfy mrg14G 7m
N a garnishment a any of Borrower f accounts with Lander. (g) Any guarantor din of any 01 Ina Other events described in mar Below sacdon.
I "K resOM to any guarantor of mto NAIL (h) A malerul ACYM0 Cringe oeoura in Borrower's financial Condition, or Lancer BMiovn ty,
M Of Payment a pMamanu of me Inavolooness m lmoared. (I) Lander in good Ia11h coem3 ltsMl tmwufc.
oelsWt. other man A gelaull in om ment, a curate and it Borrower her not been given a notice of a bleach of the same prowsion of en `fop
ter o4etpmg twelve (121 month. It may be Cured Ono mo event of default will man oCuneb) D Borrower. altar receiving written ncp r ..
f 0emanarg Nra 01 such default (al cures the default within tin (10) Can: u (o) it the cure reaurel mare than tan Opt Can. Iglyr p,r
s Steps When Lender agents in Lencer a Sae courl to to suTlcrant 10 Cum Intl default and thereafter coMmun and complates ad rtessmp
Knury Sims {ulliant to Product Compliance a Soon as rnsonebly oraalaL
ER'S RIGHTS. Lion Being. Lancer may, &her gmrg Such Blown aS flawed by academic law. OMAN me entire unpaid principal M;gOdy T
its AMC ¦I A0=90 unpaid Wtial immediately Ca. and man Borrower will pay that amount. Leon Default. Intruding tadON to pay == i m
ly. Lender. 1111a becon. ray alu, it permitted Odd apabdove law. inoreese in* vahaae interval rate on ma Note to 7300 percentage P.
N Mass. The mtera{t rate wd not aggeno the maumum rate pefmdlev by sD01ica04 taw. Lander may No or pay someone else 10 more OIe
X0 9 BMO don ndl DAY.' 80rtOwtl =0 Will PAY Lender INI amount. This includes. SubjM to any UrmLA under ApphCibll few, LA,Cf T
rya' lees arid LMOW'S "Al esCenes wither or net mete a a lawsuit, intruding andmayf' INS and legal exMnsRS la hahkruolCy P'DCBD=.gs
Igg ender le modify as nca4 any Amor4UC Stay BY InluncponL Suggests. and any shoolu td past-judgment Collection services. If yl
had by SOMCAMS few, Ba w sob wd PAY any c9Ul MO. In Bookman to M Other sums olowced by taw. If judgment a entered nt Cu11pCar
4 NMI. mlernl ww Minimum to aCCus on IM Noll angrf Iudgmmnt at the giiaresl rate evDbnmO 10 Iha Note AI the time Iudgmtnl a NrrIIC
1010 more been delivered to Lender ere accepted by Lender In ter Commomveelin of Pennsylvania. fl there Is a 4wsull. Borrower air®
Lerder't tabu rid 10 =Omit 10 the )ura0Ic110n of the COUnA Of Cumberland County, the COmmor imam Of PennrylvmlL Lender war hereby, wove the right to any jury trial In arty evnon, proceeding, or counterclaim brought by either Lender or Borrower #W= ole
This Note Nall of gOwemge by had contNeO In edcM nce with the laws of the Commomvealln of Pennsylvania.
INORED REM FEE. Borrower we DIY a Ige to Lancer or 110.00 it Borower milk" a payment an Baronrs tun and ter C:aa s
hO d charge "in whin BMOwtr pan 1141, 041Onorge. _
OF SETOFF. SMCw g'cna 10 Lender a contractual pmsessory security Interest 1n, and hereby ass,gn. torten. Carvers, places SM
M 10 Lancer as BMewres mom, Due and movafl in and la. Borrowers abbouna wain Lancer (whether cnackm0, savings. Or memo CO'ar
ill, a cruallg "haul wh atmon as sce mto he'd 1om"Y "in someone me and all Accounts Barrows, may Coln in ine 110,00. Btcruan; bOkwgk ar
and Krogh accounts, and 40 unt accounts la worm ter giant of a aeNnry,nter"t would be prohlbiled By If-. Borrows aulhormax LMear c
am pMmlltad by SCOUCabIS taw. 10 Charge or late" at sums owing on this Note against am and so sun mccounla.
ITERAL.. Th4 Molt a secured BY UCCI an Businns Assets: Personal gammon by RoPad G. D,mvioan, S,. And Nancy DemCxSdn.
OF CREDIT. TMs Note ewCences a (among line of credit. AOvancn under Ina Noll may be rtOVesteO Maev by EMOwe1 or by an aiJ:TTx
n., LMO1 may, per mMn not. mauagr that air Mo. recants be c"wMed in witting. As COmmunlCalions. msiNCIIMs. or Direction[ By Iswcl& r r
Me 10 Lander are to be MKTOO b LeriOM s office SM. Above. 100 fOkOWmg gamy a Damn ere aumMmsd to 'count savanC" Bros :M 11
Om Onto LMCr humvn Iforh Som wir, at Liner s team$ mown abaa Waller n11ca at revocation of On sumnly. RRobert G. Oern
resident. Borrower agree{ 10 of beeie la on sumto Bryn: UI sonnco0 in aCUunce with ter msiruclmm OI an AuthMCeO D1icn a -
!0 10 om pl EMDWM { accountt W,In unOM. The unpaid onnci0al b=ale awing on this Note at any lime mAy be evidenced ov enec:xrarhs
s Note w Ow LsnOMS imMhai reads, malBOli g Cagy CDMuir Onnibuls. Lane*, wit move by oblgalpn 10 advance Imm uncer On, Not, M
dews 1 anv Mis'e me, 4 in OarABII unearths Isms aging Nola or anv ag14emanl that BOmlws a GM Cache' Ns win LlmOM. == ? L
Tmf moot m COnnMIM wIT the fgmrg or Iha Na1L 101 Barrows, or env guaranty basses doing buamest a 4 intol"Al: Icl anv gurLtr
:Yuma a ansiv4e Bull a Inn", MOMMY 1 pYIWI such gu614ml L guaramge 01 this Nell 1 Inv 0141 Van --In Le4e1- far lwvkw Y
C funds 10YO1?C Currant to IN, Net, te, OInOOSn alher IN' mile 11111,11 by under: 1 121 Lane,, in Coca, tAnh deter 14eo '7wJ,
m4 Noll 1 anv Dine, agt"mlnl Oltweem Lines, Ire Borrower.
AL PAYOUT PERIOD. Ba,Ow1 smog to ecwro to Relief the Ou44nding ennt'car Bounce vnd1 In., Lrns 01 CrNal IC :1a 101 R -1-1 x"
."In m.:11-IC Anng can vet C Ina Lime 01 Credit
15-1997 PROs.,. RY NOTE 2
n No 2737099 (Conunuad)
alga IM NMI "AMA IMM
ERAI PROVISIONS. TM NoIA ^ PAYADU o^ nmAne. TM ulpWpn 01 iWpSO 011AM1 m q RUpryna atq at LWW 111111A AM 010011111
M M
to Ogae YAymAM a IM NoIA an M V nlM a aHlwponY I?INe NpIIY?, b VM YWM tYOi.'W pY Nw. wYA Dlwemmtm. no very w
00NOwa Ane Ant WMI paspn N wnlup, paLt M
NPN, PI01A11 Anp noun of epnona. Upon Any CMLgA I^ IM Iamt M Ib NOIA. Ilntl unMS m 1A01Y® pMOAA ApraA INI LAnom
4 IM Non. wnAlna At mtYa. pW1An1>. aXOmI11o0AYYR mAAa a Meats, IIW M uuAtap WIl10pl CWUaII M a n06CA to Anyone.
IAnM a Atlane UApAMWry anp to Ym Mlgtn a InLAI Pat bAn. R IAIAAN Ally p oOAA? ?At a ??• IYI 1p nYm upon a
M linoN't lacunry InIYAa m its LSAtlaa: Antl WA Airy ulna AnpR OAanAe ollta RnA^ IM pAl1Y wM wnpm IM moNAUApn
ucn pANAt tlip AOIM IMI LMea mAT meOYY IM ban wdnlMl mA ISNAM M a natty u ?^A
AOA, 11 Any panen a BYt Nou a la Any uYM ntamnW IO pA YnANanlpM, N WII 1101 AIIAd IM AMOrriADYlly tN Any anAf PlpwLpN d VM
I• ITE9 ANO EMPOWERS ANY ATTORNEY OR THE PROTHONOFTER
____._.. .. ..,....,rug anRROWER HI'AEBY IRREVOCABLY AUTHON „tea mAPPEAR AT ANV TIME ROR BORROWER^Ai?ERT
GF&ANQ ON
R THIS NOTE. NO WITH WITHOUT COMPLAINT FULD INTEREST, LATE CHAAANY AND ALL AMLA
THE ED PRINCIPAL BALANCE OF THIS NOTE. ALL ACCRUED ING THIS NOTE TOG TOG (I ETH) NN
TEN PERCENT R 0 THE UNPAID PRIN
DVANCED B BY SLENDER TS OF TO ANY COLLATERAL MISSI FlVE HUNDRED DOLLAR ON W
-THEM WITH COSTS Of SUIT. AND AN ATTORNEYS COMMISSION OF S (M)
CCRUEO INTEREST FOR CCLLECnON. BUY IN ANY EVENT NOT L.ES5G ID OIN TO COPY F
IATELY: ANO FOR 50 DOING, THIS NOTE OF A S JU GI
UDGMENTS ONE OR MORE OXCUAONS MAY ISSUE IMMED IN NOTE CONFESS .INO
BY AFFIDAVIT SHALL BE SUFFICIENT THE AUO!ORRY BUT SWLLL OONTIIN E FROM TIME TO TIME
,rra RHAU NOT BE Da'AUSTEO BY IJJY pEJTCISE OF THAT ArnE BORROWE3T HEFTEHY WAl ANY RIGHT BORAC
CTION LAW AND RULES 3951 TO Y M` arr ,?? -• _.. _._ -. _ ......?
THAN BY THE FOREGOING AUTHORITY TO CO
RAGS. NO LIMITATION LIEN OR ANy NYU LEVY OR OTHER ENF
FNCH NFESS
SMALL APPLY WITH H RESPECT To TO ANY JUDGm DGMENT OBTNNED OTHER
T JUDGMENT. INCLUDING VARIABLE
R TO SIGNING THIS NOTE BORROWER READ AND UNDERSTOOD ALL THE PRO' D ISIONS ACNNOWO TH15 ROTE RECEIPT OF THE MPL
REST RATE PROVISIONS. BORROWER AGREES TO THE TEAMS OF THE NOTE ANLmGES RECEIPT OF A CORETED
OF THE NOTE.
NOTE HAS BEEN SIGNED AND SEALED EY THE UNDERSIGNED-
( Corporate Seal )
EXHIBIT E TO MOTION
162929 1
CON, _ 1AL SECURITY AGREE. _
Principal • Loen.Date . Maturity Loan;NO Ceil Golleteral , , t ;Accounts :^ a l7f!lcer ,Inttta s
$50:000.00 L 07=16-1997 2737095.
Relarences in the shaded area are for Lender's use only and do not limit the aoollcabillN of this document to any derilcular loan or Item.
rrower: R-GEE Contracting, Inc. (TIN: 25-1626795) Lender: Commerce Bank(Harrisburg, National Association
3 Richland Lane, Suite 0IOIA Mein Offlce/Commerclal Cost Center
Camp Hill, PA 17011 P.O. Box a599
100 Senate Avenue
Camp Hill, PA 17001-9966
S COMMERCIAL SECURITY AGREEMENT Is entered Into between R-GEE Contracting, Inc. (referred to below as -Grantor-); and
amerce Bank/Harrisburg, National Association (referred to below as "Lender"). For valuable consideration, Grantor grants to Lancer a
urlty Interest In the Collateral to secure the Indebtedness and agrees that Lender shell have the rights stated In this Agreement with
poet to the Collateral, In addition to all other rights which Lender may have by law.
'INITIONS. The following wards shall have the following meanings when used in this Agreement. Terms not otherwise defined in this Agreem. ent
I have the meanings attributed to such terms in the Uniform Commercial Code.. All references to dollar amounts shall mean amounts in lawful
ey of the United Slates of Amenca.
Agreement. The word "Agreement" means this Commercial Security Agreement, as this Commercial Security Agreement may be amenced or
modified from lime to lime, together with all exhibits and schedules attached to this Commercial Security Agreement from time to time.
Collateral. The word "Collateral' means the following described property of Grantor, whether now owned or hereafter acquired, whether now
existing or hereafter arising, and wherever located:
All Inventory, chattel paper, accounts, equipment, general Intangibles and fixtures
In addition, the word "Collateral" includes all the following, whether now owned or hereafter acquired, whether now existing or hereafter arzng,
and wherever located:
(a) All attachments, accessions, accessories, tools, parts, supplies, increases, and additions to and all replacements of and substilulic..m for
any property described above.
(b) All products and produce of any Of the property described in this Collateral section.
(c) All accounts, general intangibles. Instruments, rents, monies, payments, and all other rights, arising out of a sale, lease, or c:her
disposition of any of the property described in this Collateral section.
(d) All proceeds (Including insurance proceeds) from the sale, destruction, loss, or other disposition of any of the properly describes it.. !his
Collateral section.
(e) All records and data relating to any of the property described in this Collateral section, whether in the form of a writing, phctcgach,
microfilm, microfiche, or electronic media, together with all of Grantor's right, title, and interest in and to all computer software regta.'ec to
utilize, create, maintain, and process any such records or data on electronic media.
Fixtures are and will be located on the following described real estate:
3 Richland Lane, Suite 101 A, Camp Hill, Cumberland County, Pennsylvania. The record owner of the reel property Is Raber: G.
Derrlckson, Sr., 3 Richland Lane, Suite 101A Camp Hill, PA 17011
Event Of Default. The words "Event of Default" mean and include without limitation any of the Events of Default set forth below in the sr__cn
lifted 'Events of Default.'
Grantor. The word "Grantor" means R-GEE Contracting, Inc., its successors and assigns
Guarantor. The fvord "Guarantor" means and includes without limitation each and a"n cif the guarantors,' sureties, and accommodatlon paces in
connection with the Indebtedness. ..
Indebtedness. The word 'Indebtedness" means the indeotedness evidenced by the Note, Including all principal and interest. together with all
other Indebtedness and costs and expenses lot which Grantor is responsible under this Agreement or under any of the Related Documents In
addition, the word 'Indebtedness' includes all other obligations, debts and liabilities, plus interest :hereon, of Grantor, or any one or rricre of
them, to Lender, as well as all claims by Lender against Grantor, or any one or more of them, whether existing now or later, whether they are
voluntary or involuntary, due or not Cue, direct or indirect, absolute or contingent, liquidated or unliquidated; whether Grantor may be ale
individually or jointly with others: whether Grantor may be obligated as guarantor, surely, accommodation parry or otherwise; whether rrwery
upon such Indebtedness may be at hereafter may become barred by any statute of limitations; and whether such Indebtedness may ce or
hereafter may become otherwise unenlorceaole.
Lender. The word lender' means Commerce Bank/Hamsburg, National Assocation, Its successors and assigns.
Note. The word "Note' means the note or credit agreement dated July 16, 1997, in the pnncnpal amount of $50,000.00 from R-GEE Contra cc.n.
Inc. to Lancer, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of and substitutions for the nc.e a-
credit agreement.
Related Documents. The words 'Related Documents" mean and include without limitation all promissory notes, credit agreements. ear.
agreements. environmental agreements, guaranties, security agreements, mongages, deeds of bust. and all other instruments, agreemens and
documents, whether now or hereafter existing, executed in connection with the Indebtedness.
SHT OF SETOFF. Grantor hereby grants Lander a contractual possessory security interest In and hereby assigns, conveys, delivers, pleCgez. and
'lsfers all of Grantor's right, title and Interest in and to Grantor's accounts with Lender (whether checking, savings, or some other account), inc:=ri;
accounts held jointly with someone else and all accounts Grantor may Open in the future, excluding, however, all IRA and Keogh accounts. arc ail
st accounts for which the grant of a security interest would be proncited by law. Grantor aulhonzes Lender, to the extent permitted by asp:xtid:e
P. to charge or setoff all Indeblearess against any and all such accounts. ,
IUGATIONS OF GRANTOR. Grantor warrants and covenants to Lender as follows:
Perfection of Security Interest. Giantor agrees to execute such financing statements and to take whatever other actions are reauestec by
Lender to deflect are continue encer's security interest in the Collateral. Upon recuest of Lender, Grantor will deliver to Lancer any an.- u cf ?.
v
6,-1997 , CC `^ERCIAL SECURITY AGREFIVIE Page 2
l No 2737095 (Continued)
the documents evidencing or constituting the Collateral. and Grantor will note Lander'e interest upon any and all chattel pacer it not delivered to
Lender for possession by Lender. Grantor hereoy appoints Lender as As irrevedable attorney-+r-lac: for the purpose of executing any
documents necessary to perfect or to continue the security interest granted in this Agreement. Lander may at any time. and without further
aul ch;calion from Grantor, file a carbon, phalcgraphic or other reproduction of any financing Statement or of this Agreement for use as a
financing statement. Grantor will refmoufse Lender for all expenses for the perfection and the continuation of the perfection of Lender's security
Interest in the Collateral. Grantor promptly will frailly Lender before any change in Grantor's name incuding any change to the assumed
business names of Grantor. This Is a continuing Security Agreement and will continue In effect even though all or any part of the
Indebtedness Is paid In lull and even though for a period of time Grantor may not be Indebted to Lender.
No Violation. The execution and delivery of this Agreement will not violate any law or agreement governing Grantor or to which Grantor is a
party, and its certificate or articles of incorporation and bylaws do not prohibit any term or condition of this Agreement.
Enforceability of Collateral. To the extent the Collateral consists of accounts, chattel paper, or general intangibles, the Collateral is enlcrceaale
in accordance with its terms. is genuine. and complies with applicable laws concerning form, content and manner of preparation and execution,
and all persons appearing to be OOligated on the Collateral have authority and capacity to contract and are in fact Obligated as they appear to be
on the Collateral. At the time any account becomes subject to a security interest in favor of Lancer, the account snail be a good and valid
account representing an undisputed, bona rice indebtedness incurred by the account dealer, for merchandise held subject to delivery
instructions or theretofore smppea or delivered pursuant to a contract of sale, or for Services theretofore performed by Grantor with or for the
account dealer, there shall be no seloifs or counterclaims against any such account; and no agreement under whicri any deductions or
discounts may be claimed shall have been made with the account dealer except those disctdsed to Lancer in writing.
Location of the Collateral. Grantor, upon request of Lender, will deliver to Lender in form satislaeory to Lender a schedule of real properties
and Collateral locations relating to Grantor's operations, including without limitation the following: (a) all real property owned or being purchased
by Grantor; (b) all real property being rented or leased by Grantor; (c) all storage facilities owned, rented, leased, or being used by Grantor, and
(d) all other properties where Collateral is or may be located. Except in the ordinary course of its business, Grantor shall not remove the
Collateral from its existing locations without the prior written consent of Lender.
Removal of Collateral. Grantor shall keep the Collateral (or to the extent the Collateral consists of intangible property such as accounts, the
records concerning the Collateral) at Grantor's address shown above, or at such other locations as are accartacle to Lender. Some or all of the
Collateral may be located at the real property described above. Except in the ordinary course of its business, including the sales of inventory,
Grantor shall not remove the Collateral from its existing locations without the prior written consent of Lender. To the extent that the Collateral
consists of vehicles, or other filled property, Grantor shall not take or permit any action which would require application for certificates of title for
the vehicles outside the Commonwealth of Pennsylvania, without the prior written consent of Lancer,
Transactions Involving Collateral, Except for inventory sold or accounts collected in the crCnary course of Grantor's business. Grantor shall
not sell, offer to sell, or otherwise transfer or dispose of the Collateral. While Grantor is not in default uncer this Agreement. Granter may sea
inventory, but only in the ordinary course of its business and only to buyers who quality as a buyer in the ordinary course of business. A sale in
the ordinary course of Grantor's business does not include a transfer in partial or total satisfactlen of a Cect or any bulk sale. Grantor shall not
pledge, mortgage, encumber or otherwise permit the Collateral to be subject to any lien, security interest, encumorance. or charge, other than the
security interest provided for in this Agreement, without the prior written consent of Lancer. This includes security interests even it junior in right
to the security interests granted under this Agreement. Unless waived by Lender, all proceeds !rem any djsccsiticn of the Collateral (for whatever
reason) shall be held in trust for Lender and shall not be commingled with any other tunes: provided however, this requirement snail net
constitute consent by Lancer to any sale or other disposition. Upon receipt, Grantor shall immediately deliver any such prcceeos to Lancer.
Title. Grantor represents and warrants to Lender that it holds good and marketable title to the Collateral, free and clear of all liens. and
encumbrances except for the lien of this Agreement. No financing statement covering any of the Collateral is on file in any public office other
than those Which reflect the security interest created by this Agreement or to which Lancer has specifically consented. Grantor snail defend
Lender's rights in the Collateral against the claims and demands of all other persons.
Collateral Schedules and Locations. As often as Lender shall require, and insofar as the Collateral consists of accounts and general
ihtangitfes. Grantor snail deliver to Lender schedules of such Collateral. including such inlermatien as Lancer may require. including without
limitation names and addresses of account dealers and agings of accounts and general intangibles. lrsetar as the Collateral consists of
inventory and equipment. Grantor shall deliver to Lender. as often as Lender small require. such lists. Ceschcticn5. and cestgnaticns of such
Collateral as Lancer may fill to identity the nature, extent. and location of such Collateral. Such information shall be submitted for Grantor
and each of its subsidiaries or related companies.
Maintenance and Inspection of Collateral. Grantor shall maintain all tangible Collateral in good ccriddicri and repair. Granter will not commit
or permit damage to or destruction of the Collateral or any part of the Collateral. Lender and its designated representatives and agents shad
have the right at all reasonable times to examine. inspect, and audit the Collateral wherever located. Grantor snail immediately notify Lancer of
all cases involving the return, rejection, repossession, loss or damage of or to any Collateral: of any request for creatl or adlustment or of any
other disotlte arising with respect to the Collateral: and generally of all happenings and events affecting the Collateral or the value or the amount
of the Collateral.
Taxes, Assessments and Liens. Grantor will pay when due all taxes. assessments end liens ucbn the Collateral, its use or operation, upon this
Agreement, upon any promissory note or notes evicencing the Indectecness, or upon any of the ether Refateo Documents. Grantor may
withhold any such payment or may elect to contest any lien if Granter is in good faith conducting an acdreonate proceeding to contest the
obligation to pay and so long as Lender's interest in the Collateral is not jeccardized in Lancer's SCe Opinion. If the Collateral 15 subteotee to a
lien which is not discharged within fifteen (15) days. Grantor Shall decosd with Lancer cash, a sufhe:ent cdrecrate surety bond or other security
satisfactory to Lancer in an amount acecuate to provide for the eischarge of the lien plus any interest. costs. attorneys' fees or other charges that
could accrue as a resull of fetec:psure of saie of the Collateral. In any contest Grantor snail defend tseif and Lancer and Shall salisty any final
adverse judgmerl before enforcement agairsf the Collateral. Granter shall name Lancer as an aCc:4cral c^ugee uncer any surety bend
furniShed in the contest prdceecings..
Compliance With Governmental Requirements. Granlct snail comely promptly with all laws. etc:rarces, rules and regulations of all
governmental authorities. now or hereafter :n effect. acclicaue to the ownership, prca"oVen, aacosdicn, or use of the Collateral. Grantor may
contest in goad faith any such law, oremance or regulation aria withhold ccmciiance Curing any prcceec:ng, including accrcpnate acceats, so
long as Lender's interest in the Collateral, in Lancers CCimoh, IS not jeccardced.
Hazardous Substances. Granter represents and warrants 'hat the Collateral never has been, and never will off So long AS this Agreement
remains A lien on the Collateral, usea ter ine generation, manufacture. storage, trarspenaticr, treatment, d:scpsal. release or threatened release
of any hazafpous waste at substance. as rose arms are cefined in the Comdrehenstve Envuerinii olescanse. Camcersation, and L:abilitv
Act of /95C. as amerdeC, 42 US. C. SeV:cr Hot at sea ire Sucerfure Amendments and -eav;ranzaucn All of 1055, o L. No.
99-+09 ('SAIRA% the ?azamcus'aatena %rscortaticn Act. +9 U.S.C. Secacn 101, of sea.. " gescurce =onser'acon Arc hecgverv Ac:. A-,
U.S.C. Section SSC'. of sec . ar other at. ice sate or cectr ai taws. rules. or ieguaucns ice. purunt'o env of 'he fcregang. The 'arms
16=1997 ' f P -RCIAL SECURITY AGREEN' Page 3
n No,2737095 (Continued)
'hazardous waste' and'humd0us substance' shall also Include, without limrlatlon, petroleum and petroleum by-products or any fraction thereof
and asbestos. The representations and warranties contained herein are based on Grantor's due diligence in investigating me Collateral for
hazardous wastes and substances. Grantor hereby (a) releases and waives any future claims against Lancer for indemnity or contnbuticn in the
event Grantor becomes liable for cleanup or a[hur costs under any such laws, and (b) agrees to indemnify and held harmless Lancer against
any and all claims and losses resulting from a breach 01 this provision of this Agreement. This Obligation to mcemmfy snail survive the Cavmenl
of the Indebtedness and the satisfaction of this Agfeerttenl.
Maintenance of Casualty Insurance. Grantor shall procure and maintain all risks insurance, mo!uding without limitation fire. theft and :faPdity
Coverage together with such other insurance as Lancer may require with respect to the Collateral, in farm, amounts, coverages and Casts
reasonably acceptable to Lender and issued by a company or companies reasonably acceptable to Lancer. Grantor, upon request of :sneer,
will deliver Id Lender from time to time the policies or certificates of insurance in form sallsfactory to Leneer, tnc!udmg stipulations !hat coverages
will not be cancelled or diminished without at least Ihiny (30) days' prior written notice to Lender and not inc!ucing any disclaimer of the infi 's
liability for failure to give such a notice. Each insurance policy also shall include an endorsement providing that coverage in favor of Lancer will
not be impaired in any way by any act, omission or default of Grantor or any other person. In connecficn with all policies covenng assets in
which Lender holds or is offered a security interest, Grantor will provide Lender with suen loss payable or other endorsements as Lenbar may
require. It Grantor at any lime fails to obtain or maintain any insurance as required untler this Agreement, Lancer may (but shall net be dm:gated
to) obtain such insurance as Lander deems appropriate, including it it so Chooses 'single interest insurance; which will cover only Lancer's
Interest in the Collateral.
Application of Insurance Proceeds. Grantor shall promptly notify Lender of any loss or damage 10 the Collateral. Lancer may make b:cot of
loss if Grantor fails to do so within fifteen (15) days of the casually. All proceeds of any insurance on the Collateral, including ar_veo proceeds
thereon, shall be held by Lender as part of the Collateral. If Lander consents to repair or replacement of the damaged or desuoyed Collateral,
Lender shall, upon satisfactory proof of expenditure. pay or reimburse Grantor from the proceeds for the reasonable cost Of repair or rescreuon.
If Lender does not consent to repair or replacement of the Collateral, Lender shall retain a sufficient amount of the proceecs !o Pay ail of the
Indebtedness, and shall pay the balance to Grantor. Any proceeds which have not been disbursed within six (6) months after iheir receic: and
which Grantor has not committed to the repair or restoration of the Collateral shall be used to prepay the Inceomcness.
Insurance Reserves. Lender may require Grantor to maintain with Lender reserves [or payment of insurance premiums, which reserves smu be
created by monthly payments from Grantor of a sum estimated by Lander to be sufficient to produce. at least fifteen (15) cat's befc a the
premium due date, amounts at least equal Io the insurance premiums to be paid. If fifteen (15) days before payment is due, the reserve fames
are insufficient. Grantor snail upon demand pay any deficiency to Lender. The reserve funds snail be held by Lancer as a general Oeccs:l and
shall constitute a non-interest-bearing account which Lander may satisfy by payment of the insurance premiums required to be Palo -y Grantor
as they become due. Lender does not hold the reserve funds in trust for Grantor, and Lender is not the agent of Grantor for payment of :he
Insurance premiums required to be paid by Grantor. The respons;bilily for the payment of premiums snarl remain Grantor's sole resPPnsici,;y.
Insurance Reports. Grantor, upon request of Lender, shall furnish to Lender reports an each existing policy of insurance showing such
Information as Lender may reasonably request including the following: (a) the name of the insurer. (b) the nsks insured: (c) the amount of the
policy: (d) the property insured; (e) the then current value on the basis of which insurance has been obtained and the manner of Petermimng
that value: and (f) the expiration date of the policy. In addition, Grantor shall upon request by Lender (however not more often than annually)
have an independent appraiser satisfactory to Lender determine, as applicable, the cash value or replacement cast of the Cellaleral.
9ANTOR'S RIGHT TO POSSESSION AND TO COLLECT ACCOUNTS. Until default and exceof as olhervrise oroviced below with res=et; to
counts. Grantor may have possession of the tangible personal property and beneficial use of all the Collateral anc may use it in any lawful r-anner
d inconsistent with this Agreement or the Related Documents, provided that Grantor's right to possession and beneficial use snail net acety :: any
)Ilaloal where possession of the Collateral by Lancer is required by law to perfect Lender's security interest in such Collateral. Unlit P;herwise
lifted by Lender. Grantor may collect any of the Collateral consisting of accounts. At any time and even thcugn no Event of Default exiss, Lancer
ay exercise its ngnts to collect the accounts and to notify account debtors to make payments direc!ly to Lancer !or application to the Ir:cectechess.
Lender at any time has possession of any Collateral, whether before or after an Event of Default, Lancer snail be eeemec to have exerased
asonable care in the custody and preservation of the Collateral it Lancer takes such action for that purpose as Grantor shall reaues: or as Lancer, in
rider's sole discretion, shall deem accropnate under the circumstances. but failure to honor any request by Grantor shall net of itself to Coe r. eC to
e failure to exercise reasonable care. Lender snail not be required to take any steps necessary to preserve any rights in ;he Collateral acalis::rcr
dies, nor to protect, preserve or maintain any security interest given to secure the Indebtedness.
CPENDITURES BY LENDER. If not discharged or paid when due, Lender may (but snail not be obligated to) discharge or pay any amounts
ouired Ib be discharged or paid by Grantor under this Agreement, including without limitation all taxes. liens. Security interests, encumeranees, and
her claims, at any time levied or placed on the Collateral. Lender also may (but snail not be obligated tit) pay all costs for insuring, maintaining and
eserwng the Collateral. All such expenditures incurred or paid by Lender for such purposes will then beer interest at the rate charged uncer the
11e ffom the date incurred or paid by Lender to the date of repayment by Grantor. All such expenses shall become a part of the IneeoleCness and,
Lender's option, will (a) be Payette on demand. (b) be added to the balance of the Note and be aoconicnec among and be payable with any
;tallment payments to become due during either (I) the term of any applicable insurance policy or (it) the remaining term of the Note, or tot be
rated as a balloon payment which will be due and payable at the Note's maturity. This Agreement also will secure Payment of these amounts. Such
Iht shall be in addition to all other rights and remedies 10 which Lender may be entitled upon the occurrence of an Event of Default.
VENTS OF DEFAULT. Each of the following shall conslilule an Even[ of Default under this Agreement:
Default on Indebtedness. Failure of Grantor to make any payment when due on the Incecteoness.
Other Defeulls. Failure of Grantor to ccmcly with or to perform any other term, otllgaficn, :ovenanl or rncitlcn contained in this Agreement or
in any of the Related Documents or in any other agreement telween Lancer and Grantor,
Default In Favor of Third Parties. Should eerrower or any Grantor eefault uncer any fear. extension of :recd, security agreement. ourznase or
sales agreement. or any other agreement, in favor Of any other creditor or Person !hat may materially al'ec! any of ecrrcwers -rc=e..y or
Borrowers or any Grantors ability to. tecay the Loans or cerform their iespeciive obligations unCef this Agreement or any -f the =eated
Documents.
False Statements. Any warranty, representation or statement mace or lurn,neC 10 Lancer ny isr on benae of Grantor write,'nr, Agreernen:, the
Note or the Related Documents is false or misleading in any materiel respect, either new or at the time mace or furnisnec.
Delectlve Cotiateralteation. This Agreement or any of the Petaiee Documents ceases !C to in full force and the:: finc:ucmg failure b1 any
collatefal documents tit create a valid and cetfecie : security interest or Item at any lime arc !or any reason.
Insolvency. The disseluticn or iefminaUen of Grantors existence as a going ousiness. 're nscivancy of Clamor, the accclnimen.l :! a ,e:t-ver
for any pan of Grantors ztece,ty, any assignment for the benefit of -fevcft. any hTe :1 cre:•lw wCr,cul, or 'he ::mrencenen! : any
pr ceeCing under any tanir.runicy at riscivency iaws by or against Granlcr.
c ::caving. se''-ne'P.
Creetlot Or Forfeiture Proceecmgs. Cc-emcement of 'Ciac'eouie 9 'CrleQura Pr::'n- nCS. wre!Per tt Iuze 3-
07-16-1997 Cr44MERCIAL SECURITY AGREEMF`IT Page a
Loan No 2737095 (Continued)
repossession or any other method, by any creditor of Grantor or by any governmental agency against the Collateral or any other ccaateraf
securing the Indebtedness. This includes a gmnisnmenl of any of Grantor's doCOslCaccounls with Lender. However, this Event of Default small
not apply it there is a gaud faith dispute by Grantor as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture
proceeding and it Grantor gives Lander written notice of the creditor or Ipnedure proceeding and deposits with Lancer monies or a surory bend
for the Creditor or forfeiture proceeding, in an amount determined by Ladder, In its sole discretion, as being an adequate reserve cr band !or to
dispute.
Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness or such Guarantor
dies or becomes incompetent. Lender, at its option, may, but shalt not be required to, permit the Guarantor's estate to assume unodndiL'bnaav
the obligations ansmg under the guaranty in a manner satisfactory to Lender, and, in doing so, cure the Event of Default.
Adverse Change. A material adverse change occurs in Grantor's financial condition, or Lancer believes the proscec: of payment Or
performance of the Indebtedness is Impaired.
Insecurity. Lender, in good ladll, deems itself insecure.
Right to Cure. It any default, other than a Default on Indebtedness, is curable and it Granter has net been given a pncr notice of a breacn of :ne
same provision of this Agreement, it may be Cured (and no Event of Default will have Occurred) if Grantor, alter Lancer sencs written nonce
demanding cure of such default, (a) cures the default within ten (10) days: or (b), if the cure requires more than trim (10) coy$. immec:ale,
Initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter continues and completes all
reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical.
RIGHTS AND REMEDIES ON DEFAULT. 11 an Event of Default occurs under this Agreement, at any time thereafter, Lender small have all the rights at
a secured parry under the Pennsylvania Uniform Commercial Code. In addition and without limitation, Lender may exercise any one or more of the
following fights and remedies:
Accelerate Indebtedness. Lender may declare the entire Indebtedness, including any prepayment penalty which Grantor would be required :d
pay, Immediately due and payable, without notice.
Assemble Collateral. Lender may require Grantor to deliver to Lender all or any portion of the Collateral and any and all ceniFcales of Otte and
other documents relating to the Collateral. Lender may require Grantor to assemble the Collateral and make it available to Lancer or a Place !C
be designated by Lender. Lender also shall have full power to enter upon the prccerty of Grantor to take possession of and remove 7e
Collateral. It the Collateral contains other goods not covered by this Agreement at the lima of repossession, Grantor agrees Lender may acre
such other goods, provided that Lender makes reasonable efforts to return them to Grantor alter repossession.
Sell the Collateral. Lender shall have full power to sell, lease, transfer, or otherwise deal with the Collateral or proceeds thereof in its own rams
or that of Grantor. Lender may sell the Collateral at public auction or pnvate sale. Unless the Collateral threatens to decline speedily in value cr
is of a type customarily sold on a recognized market, Lender will give Granter reascnable notice of the lime after which any private sale dr a.-y
other intended discesdion of the Collateral is to be made. The requirements of reasonable notice small be met if such notice is given at leas: :am
(10) days before the time of the sale or disposition. All expenses totaling to the disposition of the Collateral, Including without limdatica -e
expenses of retaking, molding, insuring, preparing for sale and selling the Collateral, small become a part of the Indebacness secured by u-4
Agreement and small be payable on demand, with interest at the Note rate from date of expenditure until repaid.
Appoint Receiver. To the extent permitted by applicable law, Lender shall have the following rignts and remedies regarding the aoecintme.
a receiver: (a) Lender may have a receiver appointed as a master of night, (b) the receiver may be an employee of Lancer one may serv
without bond, and (c) all lees of the receiver and his or her attorney shall become Part of the Indebtedness secured by this Agreement and s:a9
be payable on demand, with interest at the Note rate from data of expenditure until recaid.
Collect Revenues, Apply Accounts. Lender, either itself or through a receiver, may collect the payments, rents, income, and revenues Yam tie
Collateral. Lender may at any time in its discretion transfer any Collateral into its own name or that of its nominee and receive the payrili
rents, income, and revenues therefrom and held the same as security for the Indeotecness or apply it to payment of the Inceotedness in suit.:
order of preference as Lender may determine. Insofar as the Collateral consists of accounts. general intangibles, insurance petioles, insvumiii
chattel paper, chases in action, or similar property. Lender may demand, collect, receipt for, settle, compromise, adjust. sue for, forec:dse. cr
realize on the Collateral as Lender may determine, whether or not Indebtedness or Collateral is then due. For these purposes. Lender may, :n
behalf of and in the name of Grantor, receive. Open and dispose of mail addressed to Granter, change any address to wntcn mail and paymens
are to be sent: and endorse notes. checks, drafts, money orders, documents of !file, instruments and items pertaining to payment, ehipmenL dr
storage of any Collateral. To facdi ate collection, Lender may notify account dealers and obligors on any Collateral to make payments dire= `+ 10
Lancer.
Obtain Deficiency. It Lender chooses to sell any or all of the Collateral. Lancer may obtain a judgment against Granter for any deneer_-ir
remaining on the Indebtedness due to Lender alter aoPticalion of all amounts received from the exercise of the rights provided in this Agree rrnt.
Grantor shall be liable for a deficrency even if the transaction described in this subsection is a sale of accounts or chattel pacer.
Other Rights and Remedies. Lender shall have all the rights and remedies of a secured creditor under the provisions of the Ur.:fbrm
Commercial Code, as may be amended from lime to time. In addition. Lancer shall have and may exercise any or all other rignts and remeees d
may have available at law, in equity, or otherwise.
Cumulative Remedies. All of Lender's rights and remedies. whether evidenced by this Agreement Cr the Related Documents or by any --.her
writing„ shall be Cumulative and may be exercised singularly or concurrently. Eiec!icn by Lender to pursue any remedy snail net exclude P':rsuit
of any other remedy, and an election to make expenditures or to take action to Cerlorm an ocligatlon of Grantor under this Agreement, aver
Grantors failure to perform, shall not affect Lancer's right 10 declare a default and to exercise :is remedies.
MISCEIANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Agreement:
Amendments. This Agreement, together with any Related Documents. ccnsidules the entire understanding and agreement :f the Parries as !o
the mailers set form in this AgreeT.enl. No alteration of or amendment to this Agreement snail ba effective unless given in writing one stgrec dy
the Party or parties sought to be charged or OcLne by the alteration or amendment.
Applicable Law. This Agreemenl gas been delivered to Lender and acceefec by Lancer in the Commonwealth of Pennsylvania. if Iha!e s a
lawsuit. Grantor agrees uocn Lancers request 10 submll to the luriseiencn of the CCuns of the Commonwealth of Pennsylvania. Lencer arc
Grantor hereby waive me ngrt :c any Jury teal in any acacn, proceeding, or ccunterc:aim brought by either Lancer cr Granicr against the -.ter.
This Agreement snail be goverred by and construed in acc:raance with the laws of Ine Ccmmorweanh of Pennsylvanta.
Attorneys' Fees: Expenses. Gutter agtees,!c coy ucon demand air of Lancers ccsis one excenses, mciucing attorneys' lees and Le'•:e•s
legai excenses. ?ncunec in Cbnrevion with :re enforcement of this Agreement, Lender may coy someone else 10 maid enfCrCe this Agreer-e^.t.
and Glamor small Pay :me C:s:s arc ex' .as 0f such enforcement. Cs anc excenses inc' Lencer- attorneys lees and regal exca-ses
wmeiher or not there is a lawsuit. m0'W alicrmeys' lees and legal excenses 'cr bankruCic'. iceecingz lane mclucirg elicits !0 MCC I. Cf
16-1997' r.-+-"4ERCIAL SECURITY AGRE=IY-- Page 5
n No 2737095 (Continued)
Vacate any automatic stay of in)unctlont, appeals, and any anticipated postHUdgmeht collection services. Grantor also Shall pay all court costs
and such additional fees as may be directed by the court.
Caption Headings. Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or dente the
provisions of this Agreement.
Notices. All notices required to be given under this Agreement snail be given in writing, may be sent by tetefacslmde, and shelf be effective when
actually delivered or when deeasded with a nationally recegrvzed overnight couner or deacsllad in the United Stales mad, first class. postage
prepaid, addressed to the parry to whom the notice is in be given at the address shown above. Any party may change its address for notices
under this Agreement by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the parry's
address. To the extent permitted by applicable law, if there is more than one Grantor, notice to any Grantor will eonstilule notice to all Granters.
For notice purposes, Grantor will keep Lander informed at as times of Grantor's current aedress(es).
Power of Attorney. Grantor hereby appoints Lander as its true and lawful attorney-in-laC, irrevonbly, with flat power of substitution to do the
following; (a) to demand. collect, receive, receipt for, sue and recover all sums of money or other property which may now or hereafter berme
due, owing or payable from the Collateral; (b) to execute, sign and endorse any and all Calms, instruments, receipts, checks, drafts or warrants
issued in payment for the Collateral; (c) to settle or Compromise any and all claims ansing under the Collateral, and, in the place and stead at
Grantor, to execute and deliver its release and settlement for the claim; and (d) to ale any c=m or claims or to take any action or institute or take
part in any proceedings. either in its awn name or in the name of Grantor, or otherwise, which in the discretion of Lender may seem to be
necessary or advisable. This power Is given as security for the Indebtedness, and the authority hereby conferred is and snail be kmvacable and
shall remain in full force and effect until renounced by Lender.
Severablilty. If a court of competent jurisdiction rinds any provision of this Agreement to be invalid or unenforceable as to any person Or
circumstance, such finding shall not render that provision invalid or unenforceable as to any other persons or circumstances. It feasible, any
such offending provision shall be deemed to be modified to be within the limits of enforceability or validity, however, if the offending provision
cannot be so modified, it shall be stricken and all other provisions of this Agreement in all other respects shall remain valid and enforceable.
Successor Interests. The terms of this Agreement shall be binding upon Grantor, and upon Granter's heirs, personal representatives.
successors, and assigns, and shall be enforceable by Lender and its successors and assigns.
Waiver. Lender shall not be deemed to have waived any rights under this Agreement untess such waiver is given in writing and signed by
Lender. No delay or omission an the part of Lender in exercising any right shall operate as a waiver of such tight or any other right. A waiver by
Lender of a provision of this Agreement shall not prejudice or constitute a waiver of Lancer's right otherwise to demand sinei compliance with
that provision or any other provision of this Agreement. No poor waiver by Lander, nor any course of dealing between Lender and Grantor, shall
constitute a waiver of any of Lender's rights or at any of Granter's obligations as to any future transactions. Whenever the consent of Lender is
required under this Agreement, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent
Instances where such consent is required and in all cases such consent may be granted Or withheld In the sale discretion of Lender.
NTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS COMMERCIAL SECURITY AGREEMENT, AND GRANTOR
EES TO ITS TERMS. THIS AGREEMENT IS DATED JULY 16, 1997.
AGREEMENT HAS BEEN SIGNED AND SEALED BY THE UNDERSIGNED.
ISE AL
TTEST:
Corporate Seal )
or
ug, National Association
C/ Y.P
Rog. U.S. Pet AT M all., Vol. S.:a Iq 1197 CFI PrCSOvKee, inc. All rigme rnerren. IPe.Eeg JULRCE.LN C:a.OVLI
EXHIBIT F TO MOTION
162829 I
CC'BRCE BANK
717 575 0581 P.02i05
PENNSYLVANIA DEPARTMENT' OF STATE
CORPORATION BUMAO
UNIFORM COMMERCIAL CODE
P.O. BOX 8721
HARRISBURG, PA 17105-8721
COMMERCE BANK/HARRISBURG NA
PO BOX 8599
CAMP HILL, PA 17001-8599
DEBTOR:
R-GEE CONTP.ACTING INC
23 6 ER.F. _.
CAMP HILL,':: PA : 17011....
SECURED PARTY:.
COMMERCE BANX/'HARRISBURG-NA
100 SENATE AVE
DAMP HILL,' PA• 17011.-
EFFECTIVE DATE: MAY 15, .1995• AT 11:15.AM.
FINANCING .STATEM T.NM ZR-. .2.42.80579
°i?-@E-1558 14:45 C[3vE=Ce EF-W _ it Dill b=at r.rl:iUZ
Ita/Itaa .stns ar5i a utana:+q a:w r4i!tn9 ?a"'• ` _ IMPCRTANT^ %m Boa imtructions an
err ^. rte; raet_ag Inc. rererse sidc T• 4 re completing
+:1 f crd Road Fang Na. (Sramoed ty filing oM=); a.w, roe.. filing of&= (mmptw Of Wine ollr.
a hill; Pa 17011
I ana mum adaiass
This Financing ualemma is prc rtm. le :ling paoant to ax Uta:am Coemnmem C= -a is to to t
13 wool end (aleck aplplieam box):
I ono naaaq P 10= sdifeary ofitie CammanWtamL ?. .
?prothengroly of Cumberland cam,.
? real emfi nears of County.
l namstsl (I&= name fast d Inorwaum) area amass for Snamy
(i(i
n omwtol Spaclai Idrailkatim (Max 10 crareausk
o
c COLLATERAL
ezce Dank: Had risbarg, N." .... Identify coaareral by em andlor roe
Senate Aveane { See E-hibit "A" Attached hergo' aLldmplade a
P6°
R117„ '-17011
P part hereof `
..
2
.el,l of serw.d /trey name(s) (10 mire Arse d IrlaMOM) and wd= - C
une".st cllamamlC ,
al TypM•af Penis (4V1eCx R acPtc+atk -': ?. •? • .
a iRlits 'UGblbr' aria ':Cane. -teen 1CfSGC' Ina '1LGSar, ? (encot oyif if demw Prod= of the Collateral an aka momj%, 'r
ay'
y N PPata,... The collateral li or oleo. ??meat totsmrux oazte:)1 -
kind and real some. It a
be rcmu 'Omtor' am -sameW Patty' man 'Consign' and 'Colggnai, a. ? treps growing or to be 0mm on -
ifc goods WMM are of &M M t=rrm RJCtares m -
kotorr is a Trarmnrttng UtGly, t. minm4 or tree Mc (mduairq ail artf gun all estrum on -
3 d. aaaurm tr Coning beet, the 106. of minwo4 Or Me Ire (inoAatg ad am 9as1 at the vifto or
SECURED PARTY SIGNATUREiS) minenaad on -
n
Coal .sum:
foll
er
datamern it Med wah mly the Second Partys 64rtalm. W pules g
owi
e
aairy imeR51 it Collateral (check a.MiMM box(es)) - Sh ee Addmg:
ib
d
t-
o
t
Book one) C owa- ? Do
at pa
ers)
at
7
J aCCaimo after a d.o,go of aeon, idernlly s mrperete rrr.o.n of . a
ecr
.
:
r
'
,
g
for CAM. UraMlm Pared Mentors
ten Debtor.
G otscnttd on Atl?tiow ?twc
7 as 10 wNch the Ming has failed. Nerve of reed w.ar (Tared orgy S no CeDtor nay an Illnn3f DI nSOrd):
Deady miCtea M a Sacaay knarst in mother coa„ly In PCRI *ana-
? Conn to Collateral wet me.t,d to this County.
Wbtn it aablrt-, neewonce as, p)en of businer, +.er .?need to
nab Catalry.
teMy lthletl to a =Mty interim? in aerdler iurudloien -
? wtten the colloterel -er moved to Perr¢ywantl
Q' whorl the 0061M• 1 lorotit,t, era ,t,wt,d b . 4. trover a
wncn is Pter..6 of me emlit riff agicihea In Dlour 9, in WnCI a
=--M ImerC? was 'AVtiotsw Der:cesa (am dr=ot provers N
block 9. A 0= 12:1 with CUP% Preesaae ant net ac=a" (IMMbed
an fit ongstPl ananang sanetherlrl.
S.C..d Patti Sfifteroll
(naalro =v it Dories) is cne=d Atrawl'
ert
, Dr. -
Co=erce Bank/Harrisburg, N. A.
P. 0. Box 8590
C:aap Hi-1-1, PA 17001-8599
3 57RM - MFM UC_•I '
Dy S6.n3ry of :;,tTOnwttYt p('Pt!eyywana
eanedttanit;buro, National Association
P.O. (sox aM, 100 Senate Avenue
1.T'hm FINANCINa STATCMenrw,.rrm.tMUWingtn"al?? w- -' Intan es and Fmjums; ah(amr any of the foregoing !s awned now or acquired
AN Inventory. Chadel Paper, ACeourds, Equipment, tlnerd t
lettar, !II accesdons, Additions, replacements, and substitutions relating to arty of the foregoing; all records of any Idnd relating to any of the
foregoing; all proceeds relating to any of the foragoing (Including insurance, general Inangtbles and other accounts proceeds).
This Financing Statement is to be recorded In the real carafe rocorda Some or all of the colatard Is located on that following described real
estate: 0 Mchland Lane, Suite 101 A. Camp Fill, Grmberiend Gunny, Perinsylvaua Hobert G. Darrickson, Sr. Is the record owner of the real
property dowalbed on which the collateral Is located.
?lmm0
S,CF[CK?ThU FINANCha aTATlMCNrm owed try IM WOKiO?fly molmag 01 the 010101100Mti0t LM, lyOnMFi141 In Jr.IIIIbO UIFIygAtCnlgt anti
acx r011A101 AIOay out.101101 FKYIty MigreSt bi00NIM Iun1CK110A wMn It wU p we l Ala his two*. RMMn MF 0101M 70CYTM+NT 1gp?aOCYTFM
w,rw IOCItlp wU rnSn Or :e Ir111fUlA. CI0IN C000Y100w,In 01MW:UIUIW OrOV1110n1 1100tn0g1101Ym" 01 mau"al 1tMf0 mi OJla Wlun0110011g011
L rnm FINANC:NO STAT$M(NT4t0 H.nAeflonOROi
a. SeQUI? A1U eLSI I (lWaxil F01M1M 11[hL ?eTATE R(CCNCC
'(J FIAC111GGMtIYm IIr 1001K10?.•
•C uaecu ST 2AFCh ce ITFlUTE 1wC e 1
CFI Pro Ylces, inc. 100 S.W. eCt Avenue. PorttaTd.
(1) FILING CFFICEF C--P1• - NATICNAL FINANCING STATEMEV' jFORM UCCT) ('TRANS) (FE'. 12I1arS51
IL aNnTY4 NAM(
Fl-GEE ConlraMing. Ina
_? -as-).=sa ) A: sa ccrnE?c_- a?lx - _
BILL
_?ME
SE:-08-1558 14:.O CCdMIF=CE SrNK
FINANCING STATEMENT ADUtN171IM •-FaLLOIN INGmucTION6 -- --
AdA. NAN.E OF FRS DESTOR ON RE LANCING SrATEUENr
CNIT" NAAAF
R-GEF Cw=Ung, Inc.
DE9TUR'S „ECAUr FULL LEtaAL IMAM=-1r 11 wmy ?liv „v?,o y-
OR
art
LEGAL NAME - insert only Ona name
ON
AL
APY pp Title PINANCINQ STATELIQNT envere In Oer 10 04 out. mmenl;
1Y YmmNaHnW e0 A000Y0t; W N Oleo u a f 0d. f11MG
A070. [3 Me FINANCING GTATEM ENT 00wra =0e QVAmG er W Of
graven m lherwo estate Oeecnbae 0e100
Ada. Oasut0llm 01 real anafC
0 Rlchlend Wte, Suite 101 A, Camp M14 Currtberlaed County,
Pennsylvania
Aed. NUne NO AelYeee of a AeC.-.PO OWNER Of lbOVe-0aCn0e0 real
tlLLta III 0 aeltr Ceat 001 far, & reelre InIMAeIT
Rebut G. DemOkrron, Sr.
7 Rlcitland L6ne. Suite 101A
Camp Hill, PA 17011
V w 'AO; ' Comm osa TFANSMITTIMIC UrILITT It wancXOiel
rt G-jitricxwev. Sr.. Presloent CFI ProServlct+s. Inc 400 S.W. 6th Avenue. Par0and. Oregon M0=
..._ __.-?.. -..?. ... ...... .......,...... .ene.. ,.?...... r.e.e?c?ronr ,ortaracl
TOTI L P. 0!
EXHIBIT G TO MOTION
162929 1
COMMERCIAL GUARANTY
I Account I Ofhc IUw
nnetpal I Loan Date I Maturity I Lo i CBII I Collateral
204
„!m
RMMen[M In Ina tNaea 9142 one lot UnO,I S use Onb ama 00 not Minn IN sactica oily of Inn Document loan, oarucuOr loan 0'
Ever; R-GEE Contracting, Inc. (TIN: 35-1626]91) Lender: Commerce 62norKhmsoutg, r4non2l Aancwlan
0 RlcMand L1nt. Suite eta IA Main Gince,L'om,arcaf Call Center
Camp IOII, PA 17011 PD. Boa 1599
100 Senate Avenue
Camp Hill. PA 17001-9966
Roper[ G. DeRICMWn. Sr.
7 Richland Lane. Suits IOIA
Comp Hlli, PA 17011
CUNT OF GUARANTY. This I{ a guaranty, aat payment at to0.0o0% at in, Note. Including without Ibnfilli the Principal Note amount of
( Thdusmd a Callao Dollars (550,000.00).
aRANTY. For good and valuable Consideration. Robert G. Commotion, St. ('Guarantor-) absolutely end onCOndlllphally gW,antlee sal
IM"S to PRY to commerce aanWNerrla0ur0. National Association (lmdOr') of Its order, on demand, In legal lancet of Ine Unnn Sales or
mCa. 100.000% of the InCealnne" lad that term It defmn below) of R-GEE COnlraellmg, I= (-Borrower') 10 Lfpdtf On IN letma ?
4111110m9 "I Wnh In this Guaranty. Guarantor egleei that Lenaer, In Its sou glaciation, may determine wnlcn portion of earroweT2
Ibt"nen to Lender Is covered by Guarantor-o PRfcehtagw Ignorantly.
'INITIONS. The 10110wlrp worn Men Nine IN Imowmg meanings wham used in into Guaranty:
IlOrrawer. The wad'BOrcoww' means "EE Contracting, fiv..
Guvmlar. The word'Guatantor' means Rcom G. Dartmoor. Sr.
GYaronly. The word -Gust means Ina Guaranty made by Guarantor for the DansM of Lentler doled July 16. 1997.
tnnbedneos.. The word 1nooDaaten' means the NOW, muding eat sit onnccal. (b) as mmast. le) all late emerging. 101 at ban Iowa aria
Wn charges. and to) as co on COfb and expenses fabling 10 IN Not, or to any Cwtatwil Ior the Note. Collection costs and ,x09
mane vmhoul ummation ale of Lender's anorhays' Ian and LMcera lags] exo,nsn, wnwnar a not suit a mslmun o, and allornoyt lees and MOW
4n6ha4$ fa bwalUalry crucial (tneluoing crime 10 modify a vacate any automata stay or injunction). aovews. and arty Anuga:ad
pnMNOgmenl calbcucn sarvces.
Lerldef. The wORI Le All means Commerce BanklHamsoura, National Asfoaation, its succrossors end asalgnf.
Note. The wood 'Note' means the pmmafary note or awul ag,mmenl oiled July 16. 1997. In the original principal amount of 350,000.00 ...=I
Smeww ID Lw Asof, logelner with Ali renewed, of, extensions of. modifications of, rafrhawngs at, Consducations of. and sucs:b100N for .Y
pmmafay note or agreement, Notice 10 Guwanlar: The Note evidenorm a (evolving line of credit from Lender to Borrower.
Related Documents. The ware$ 'Rourteo Documents' mean and include without I motion an promissory notes. =*air agreements. team
97"ments, enWCmmemal agreements, gar,ntln, eaNnty agro mmit, mongages. Cards of Wit, and an other InSIIOmen%. a;feermena W.
a0cuments. wnelnor now or hweallel fasting, naCutsd in cOmKten in Ins inCentabnnl.
rIMU61 LIABILITY. The manmum finally of GYarMIDr under this Guuanty Mall not exceed el My one time 100.000% of the amount of :he
mledne" described above. Pius all costs antl expenses of dal mlorcemenl of this Guaranty and (b) collection and sale of my co froarm
lung this Guaranty.
as "@ IumtaUan on slowly a not a reaufC,om on the amount of the Ince0lsonoss of BOrrowor 10 Lancer other in 1N aggregate or at any one firms,
now ornonlly holes one or more guarsnuei. a me esiW facMYee additional guaranties from Guarantor, the fight; of Lomas, mCM ao guaam so
1 be Cumuoi That Guaranty and not lumen towfcauy provided below to the comary) Allecl or Invalidate Any gam other gWtnues. The
Illy Of Guaanla Will Da the 9ggregate slowly at Guarantor image the Ierme of ma Guaranty and any own other Unlulmnatea guarantees.
VRE OF GUARANTY. Guamnta mtenn to guaranis* 91 sea hmn the pmOrmance and corral CAymenl wen out. wAothw at matunty a eamw
neon Of aawwation or olherlvae, of re Inosoto meets within the timm, nl lonn m the Oaceaing Sn110n of this Guaranty. This Guaranty covers a
)lying tine of aedlt Md guaranldr uncoretand , and agrees that this guaranies Mall be open antl continuous until the line of credit a
":noted Md the In labledn6oa Is paid In full, as provided below.
RATION OF GUARANTY. The Guaranty wig take etfegt when retwved by "now without the necessity of rnY ACCIObnCe by Lendw. or any nccCia
iuaramor or to Borrowers. and will continue in hies IBC, unit is InOebeanete Ilan NH Dean fully and finally owe and nlau9C me all Ctnar
cedars, of Guarantor mew Ihrs Guaranty %MU Nee been vgeforrnn In run. Rouaae of any other garanla or lertru allan of any Clow it"MAN Of
InnDtedness shall not Aflea the Moody of Guuaml0r under nor Guaranty. A Amocauon A cwvad by Under "in any One or more Gwranloa 3rae
ROM the liability Of any farrowing Guarantors uncw this Guaranty. The Guaranty covers a revolving line of aeai and It is wK:ficalty
apnad that fluctuations will o=r In the aggregate amount of Inventedmose Owing from Borrower to Lang. Grmtor neanCAOy
ndiwnges Md Ithe s, that fluctuations In the amount of indebtedness, even to zero dollars (3 P.00L Nail not constitute 0 lamination cr
Guw"ty. Gnemer'S liability under this Guaranty, enm erminal@ only upon (a) formulation in writing Dy flormwer and L9nOw of in* fine
it. (p) Paymtltl of the Indnteang" In full In local tender, and (c) payment In full In legal fencer of all blow Obllgaliona of Guarmlor
or this GUaranry.
LRANTCR'8 AUTHORIZATION TO LENDER. Gua14mlor aWhonm Lambert. without nonce or demand and without loosening Guarantors
Illly under this Guaranty, from time to Irma: U) 10 mwf ofd of mow ndtllanal secured or unse3mw loans lO Contriver, to lass
mines] a other goods 10 BOrrOw'er, a othe was to ealend edditlonu crnll to aarOwem (b) to alter, COwprOTtee, renew. 2AOm.
r alngrle. a otherwise merge one or mare Imew the time lot payment or other Isms of the Indebse0ntaa or any arms of ina Inotblwne
u01eg lotresse l MO deaeosef of the rate of Interest on the Indebtedness: extenalon, may be revealed and may N for longer than In(,.
Anal ban lem: Of to lake and hold security for Ina payment of this Guaranty 01 the imacatel3ne s. and easmange. MtOrsY. wwe,
wmin It. tag a 09004 not to plrinl, and Malvinas My such e . "Ity. with a without the substitution Of nn+ Colulww: fill le Mason,
lalRbt9. agree not to rue. or deal with My one or more 01 Borrower's sureties wroorslrs, or other guarmtora On wry lame or In r" my
Leader may moon: Not to deemine how, whom and what application of payments and anlue Mall be maw on ter InatOtmn3
oly w en ee Hty Md direct the once, or memha, of ace thereof. including without limitation. any nonludicW s e Gmmlt" by ter
f the Controlling NCunty agreement or ae,a of trust, as Lenaer In rat discretion may detemme: (91 to Nil. hmerer, 9mgn, 01 Rini
am$ In all a my pan of the loOtbtedneaa: and (h) to r gn or transfer Ines Guaranty in whale of in Dart.
ARANTtlRIB REPRESENT' :-' A- -""P.unwc_ ? .u•runr midur mb, and wan9ms to "now INI 191 no amasenauc-1 or egreem9mP
My who NM beat made 1o Guarantor wlwCM wwo Yen or amoty m 007 Ivey ter L W L• its' :.`+ Gw,?•°r a i•sc'u,wc ai
fowws lnuew an nor or IN 14 ustal at London: (CI Gnramor has he power, ngm and aulhomy to enter AID Into Guaranty: fat In, proM4om w
Guaranty d0 nor conflict with Or re%Of in a Oilsud umber any agreement or Dins, insl um m bmaiip upon Guarantor and 00 not mutt in a wounam
Any raw, regWauon. coial aw" a wow spaCaOw to GWramlm lot Gusa for hat not and was Ali. without the Onor wine, CC meant of LemOw,
. West. assign. ell "W. hypalhegats, lfamrw. a vN o clone cell or substantially goof GWweors assets. a 6ny,mgeeal ihwwm: nl upon
Kars rnunt. Geammic, Ym9 *,"as 10 "now wimpal and mad mlamatlon in Isom acceCbDle to Lender. ina to such fiNncu, miprmavan
Ch Currently Nf been. and s9 MWe I nancal mHwnlalon, wmcn win be wm0,o 10 Lendw a fine wig be 1149 no cO w ,n 1, "%1". rescw 111n0
v prnenl IN uMraal cpnchbon Of GYeferilor as at IN cam ter finaMal UnwAshom a PfowaOl (0) no malwwl rives change us =mine lm
w,more brancol Condition Ante the Owe of Inge meal r"re erratical stiwmemb ma"Oed to Lomas, and me want NS =unn wnen may
Tenafly growers" slim Guaenlwf finamoal condition: (hl N litigation. Claim. wistOgallon. sorwASlfaUVa 01b190mg Or $..a, sman (mauwrig
L la masld lowest Igamsl GWlanmr a pending or ImeetaNa: (il Lanow haS man no representation to GNwmo, as to the a2aiwwlrvnm of
YOk,e,l and Ul Gu9mnlor Ne tsi9on,M0 aotausla moan, 01 obtaining I'Om Bormwlr on a commuting peen krIvArermn legalomg Bmowe, I
Irtlwl condom. Ga14mor agree to ken 6oeduaMy tmama0 from such meant Of any ,acts, events. W aaUMMIJACn who" magi m am way
la GWrenlws Mats mow non Goa14fn,, and Guarams, turner, aglass Man Length Man hay, no ODagahon to atone m Gamnlor mss .n,ornwuon
aam„ne s roMn OY Lendw m the =Was Of Ma nuns," win SWAO..
I"ANTOR'S WAIVERS. Except as prohibit t by apDnOnie law. GWantor,wlve, any "Con to "Duke "now a) 10 conlmu9 wnaine moNY O 10
ena wmw Made 10 Bo,rcyr'. its to mare any ornlnlrrtem, claetl, demand, 0, mane 01 any vine. ,ndWO,nc molKf or am, mo'c" mlml w me
olwoN , , or at ate MOACIVmeml rwalso 10 any CMAlwsl, or m0ica at lA, action or monamon am Ina am of Bam,vw. LMOW. anv likely. enOmw.
Iwml, ;,ammo, m ConnactIcA wvlh m, ln0al)leoness or it, connection won IN motion of AN. 0, scan,ome, lams or oCegerwMal IC: to eaom for
d or 10 COCeeO District], W at am* ega,Ml rnv p mcm. moudInc Bbmwge W My omw guean,Ofi (of to D,MMc 0„fCllY aglnti 0, Ohl,w on,
tAli 01 LMOw hpm BProrw. M, omw 911am01 . W 0-1 amw Don"m al to 0iv9 hat', Of in, term(, IIIN and Vista a, _ cites Or
)re, 114. Of pwrcNl OIODwlr R:,,mY M,0 OY L'Mae floor BwiOww a to cdmolr wain mss at" 9Dp,aew "or'awna of no Um,i
Mill. W It OWSut an, Dint _nhm L,nov, 1 00-er or lot to C"Ak, sA, aC: , omagoh O, am •md. 0, 11 on. ,.n, -inn ftDfC: lC am,
m
,v
_1997 COMN, '.GUARANTY -e 2
No 2777095 (C. amued)
'rnnoewsf,
a w=tv jai aoro shag be or become insolvent. Ana lot the maa0uannl Oman col at n IIIN1 ono paid be Judy secured by consent
ed by BIXmawer. Guauaantor nNlny low e, waives ln0 mahnoWSOH In IWor 01 Langer and GomOWn. An01MM maKKWt suCoHlats.lm CaW V a
e Davo l Guaranty may now have a maeafler have or ACOun, against aareWH, by subrogation N Common. to fart at no Ams smas
OuereLLSy
Nor be or become a'Cndw* of Borrower wu4n the meaning of 11 U.S.C. sedtian 547(b), or any succal Diapason 01 the Federal
ma Nso wane, any and as rgnlf a a lane Antug by reason of fat any 'One anon' Or 'anu-a foCgImq'taw a am QV w- rnCt e9Y
M LenaN tram printing Any action. In luamg a mm for do enshty, a9Amsl Guarantor. before w now, URtrs commencement or Comaleem a
w]olu a noon. New juOlo wdy or by eANone of a power of saw: (of any NeCuon of mameaH my Under which assuming or cin w" Aoverary
Guarantee a edCrogamon rights or Guarantor a ngnb to proceed agni Bmtower far rnmounement. IMuaing w MQvI ventooe, any tan a
Guarantee may tufts, by reason of any law afmllng, aWUlymg, or discharging ins IedoofvennC tot any 011014ty or Other Cawlae at Bm . a
nor guar{nla. a at am motor pnrsoM, or by wascn of ins cessation of Sonawef's 4e0Wly from any caw@ w ougover. Other than payment m bts
Al Ianow. of ms Imuctsoness: (a) any rant to claim alnchargs of the 1AC401edhal on the mom of unfu3obed hMowmomt of am mu1 ha the
Khans: (al any sututs of hmullans, a at any ums any anon a suit brougnl by uncer Against Guarantor is commando Mae a ouulaw4g
_
Knns of Borrower to Lender wmen w not native by Am aopiaow tsarina of hmlationi: or (1) any dallhfss given to guaramas a law a in
OI N Ian Actual bnmenl and performance of ins InOedIldown. It payment IS mane by Baff,ho , wnlo r vclutunty a olmorwhn. IX T am
tarty. on IM Inoweteomns and ther liftV LenaN u lwcea 10 remit the amount of met payment to Borrower to Irwin in camludlly a IO airy
Poison uncr any wOeral a Solon banrualcy law or law for the relief of Captors. Ins IncealeOneSS shag be conenrecl UOONo to the Cfspm a
MM of thin Guaranty.
ma fllrmer warven And agrees not to A$San a mom at any lime gm asaYCUoha to ins amount guaranteed upper IM GDarsnly for am caaD on
muntuNm. Counter demand. raccuomem or under right. wmlher foal Mm. Demand or ngnl may be uaNd by the Scorower, b
ANTORS UNDERSTANDING WITH RESPECT TO WAIVERS. Guarenta warrants and aging that Inch of IN -mv see imn above a ream
wramta's lug knowledge 01 Its argNNCaRGe And COMeaOenCH and MAL under the ct mswncu. the -wv are renonaele Ana nor CoNOary M
pan" a law. II any turn wawa in aefsrmned to be ontry Io any Kpllcaaw law a puCnc polity, such wader ante be toC ahoy x a
permlted bylaw or pwOC polity.
1INS RIGHT OF SETOFF. In addition to w bans noon and rights of setoff against me morels. seeunan a other orgbem Of Guanntm gw m
by law. Lancer trial he". with re mina to Guuanlor's abugahahi to Ungar under the Guaranty Ind to the Indent pw=fK by ?• a
dual oHSSSSary seclnnty mINHI In and a ought at sei011 Agarnsl, and GUAranor W&MY Ssal9hi. c9MIR16 00vema. 010090. and usM m
sin of Guarantor', ngnt. UN and mteresl in and to. SO Caomu. morays. seohan and other proem of Guuanter now Or Meagher m da
lamp 01 W On dOmOw In Longer. WMlher note In a goneral a fewpl, account or COpafll, whaler held Io ily In someone me. or wMCyr
Or "tittering or Olhe e. aachuang however AN IRA, Keogh, Ina teat amounts. Every suCO secunty Interest and Rohl Of setoff m bin
IS wdnout demand Won or notes to Guarantor. No seCUnly inferno Or right of %staff shall be Deemed 10 have beep warned ey am a0 a
D an the per of Lancer or by any NOW 10 nNaat Such right 01 Solon or 10 enter" sucn security InINIst a by any away in to Cang. S trio
Solon and lwwty Interest Fhag communal lug fares and affect until Such ngnl of setoff a seeu ity interest a sOlefleally waived or wwafec ey
UMSAI W wnnng 41IC11I40 by Lando.
row
g01NATION OF BORROWER'S DEBTS TO GUARANTOR. Guararilor agrees gut IN Inasbledhan 01 Borrower to Lancer. wnomar
l or hWUHW ConIK. snag be Chat to any claim that Guarantor may new Nn a hereafter am We Agginst Barrbwer. wo elhoi or not Se w_
we msaNnt. Guarantor Jimmy "pmasuy subOMinallf any Kim Guarantor may have against aonowN, upon any aCOlml whatsoever. b wry
hill Longer my. now or Wagner have against Bmawer. In the event of Insolvency and Cohieetwnl houlatbon of the auto of amniwr.
n banhmDlCy. by an negnmenl IV IN Cenehl of creators. by VIXYnIAry gaglntlon, or OlhenIss. the 13013 of Bmower acCwyo to CM
Me of the Mm$ Of both Under and Guawnter shag be paid to Lender and soil be and applied by Longer to the Ingealacnau of Sonpwr b
'.. Guarantor don Moody Assign to Lander as Nhms woman it may have or ncCume against Bmowef a against any mean" a ulna in
41CY of Borrower DrWlaed howsvee, that such asiagnmenl small be K¢OVa only fat the punots of utunng Io Under fug Cement in egai
Of IN Indnblednon. It Loner so lacunas, cloy notes or =sort agreements now or mother armament any Coca a Derogations of Sonowwf M
nor $Me be mauve with a legend that the ums us subject to tog Guaranty and thaw be dativered to Longer. Guarantor ogress, Ana Larsu
C Wthoaad. In the name at Gualanlar, tram time to lime to gAKdw end his flunang follememu and COnlhnualwm statements now to enazzin
fir documents and IO Ina such alma Sachs is Lenow abems NanaW or approonala to perect, prnuve and enforce its rights uncr °.
'L.ANEOUS PROVISIONS. The following mncauneaus provisions we a pan of that Guemanty:
amendments. The Guaranty, logelhr In any Roiled Oocumante. comututn the name unCllrsOding and agreement of the marlin 1 pa Lne
%JIM no fKh m IM Guaranty. No werstion of or aiNAamenl to IM Guaranty Small be KecWe unless given in wnang ano signed by its 7my
pawn sought 10 be emerged or bound by the halation a AmenOmanL
yPlltble Law. TN Guaranty has been delivered to Lancer and accepted by Under in Ina CammmWnlm of PIMPfylvena. If Uwe a a
wool. Guamanlor agrees won Lenaeri mount to SUOMI to me jumaChon of IN cc" of CumDehano County, Commornmax, of
InnytvaNa Undr nd Guarantor hereby m mw the MOM to any jury Mel in any anon. prmaaemg, o aountsrNlm Drought pY either uncr or
umntw 992=1 IN other.. The Guaranty $Me be gooamoo t9 and consbllAO In AccorWnca min the laws of the Commajmvw :. a
IloDleys' Fean: Eaoenno. Gugmanlor agrees It Day won demand n 01 Unales =am and "comes. IIIDUang ItIm'" Ins And Uncars
gar nIDemn. utcumis in connection min the anIOmnm0nl 01 IM Guaranty. Lender may pay 50m"m man to hero toercs thin Guaranty. And
u nim soil coy me L'Ctts who *=Omn at swn vibrational Case ame =crew imDude Latgers -"am*"' feed and '*get eACeraes
nolhw a MI mere a A tewlWl. Including altconyA' tees and lager nmarees for bankrwtly Wm,"angs lend maumng offoM to mach or
late any aWOmwep itsY a trgunnml, AOpaao. Ana Am snb=Caoed O"Hudgmenl COINGUon services. Guarantor me $NO Day AN cow =S
M Nsn ad0toW Isn n My an COMES by IM Court.
OI1Ca& As halals machine to Us given by WIN, 09M to IM Diner 'now M Guaranty Inn boom wnUng, may be sent by 1ars1l s. AM &W
s "ec wMR a=uaay Cwverso o wnen o lonla win a moonily recogrem OYemgfg CCW W. a won OKOSUK in Me United Sul'" Cat,
e olau Vaugge pro W. apafnna to the parry to whom am none A to Ds given AI In* AOanf ShOm AD" or 10 swn cIMN appliance n
9 Y
Inn Pam may ongnale M IM aver in wrung. U Inert on mat than one Gwnnla. noon to any Glimmer will cammuu mm a
uamamo t. Fa na" omma, Guarantor sorer to Owed Uncermlarmed at as antes of Guarantor Z CWem acorns.
111rpemallun. In at pest were I--@ is Tan than am Sen... V Gii:::.•I=. MZI pc w=C :d a C. n.. _nnty m IM anbular •nal On
haired W m{ns been Voodoo, iha DI Wal whM Ins Comwwl and comirwNn so maouwe: hap wtew Inev, a more than ant aatrower manrsa m !$
uwrenly or whom Me Guaranty a necuwd by mat than ant Gwntwr, this won 9mowae and 'Guaranice resGKWery %"I mean AN aM
w ono On more or INm. The wan 'Guarantor: 'BOfrpwer; and'Jnon' fnpece IM mein. suCOesson. assigns. and uanslerers or aec a
em. Caption Msomt in INS Gwranw are lIX convenience o=can om and are nor to Os ua1d to omlront a Corona me orowAaM = do
ocuflatlfO.
uararNY. 11 a cow IX COlmicalent IUnci times any provision of tM Guaranty to be tint"a a Wwnlomn0rs as to shay omen Or
!ctt Nhdm fart not ma w met orewpOn mvste or VmAmortacw as to am Olhr oarsoM or cmaumslances. she as OrowNOM Or tM Gvera mr
AI Come, tnottw Sul tonight valid and animators. If any we a more of borrower or Guarantor are corporations or pannMhlCs. it a Mel
Knury Id Under 10 incur, into Me comma at BaroWer a G Wmamer or or IM mKers, directors. oaMM. or agents ncpmg or p WOommg w up
diva
n msr no and Any ImCeclopnno made w atefed on whanCa upon IM preheated awaBae of sue" Pow'nrs snap be guaranteed under
wonty.
IMr. Lerior ihAa MI be Ceemed to have walla any rgnis uncr ms Guaranty unless swn waver is given on wiling sec signed by upper.
0 CNAy OW O"Ilon On IN Can of Lollar in nerCnmg any rght nag Cor w as a wormer 01 such right a Inv diner right. A waive DY LIMCr IX
bfbwem Of thin owlishly vin Of mothwum or COMlduls a wimp, IX Lender I night aNrvme 10 mmema stn= ccommiumcs mm trial p'CWNch Or
my Omer orOVINOO or IM Guij NO aver waver DY Llnar. her any nose or meeting Defweeh Lender ano Guarantor, Shia cons: LL a
saver 0 am of Lanelrt rights or of any of Gnrentm', aahgahomi as to any tunas tranALNDM. Whenever the Stoll Of Lamar A hsound
par ma Guewnry, me grmhng of such coMnm by v or in am mmmce snot not tomhlWw cpnonpmg mnseMt 10 suntouen, mswrCO
1 swn consent 4 1e010190 Ina In IN Cases such consent may as ggeilo a whthMho Iin the Sow OeaNan of lehen.
IR OF JUDGMENT. GUARANTOR HEREBY IRREVOCABLY AUMORI=S AND EMPOWERS ANY ATTORNEY OR THE
TARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR
R AFTER A DEFAULT UNDER THIS GUARANTY. AND WITH OR WITHOUT COMPWNT FILED. AS OF ANY TEAM, CONFESS OR
GMENT AGAINST GUARANTOR FOR THE ENTIRE PRINCIPAL BALANCE OF THIS GUARANTY. ALL ACCRUED INTEREST. LATE
AND ANY AND ALL AMOUNTS EYPENOED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THE
EBB TOGETHER WITH INTEREST ON SUCH AMOUNTS. TOGETHER WITH COSTS OF SUIT. AND AN ATTORNEY'S COMMISSION OF
NT (10%) OF THE UNPAO PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION. BUT IN ANY EVENT NOT LESS THAN
RED DCLLMS 13500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY: AND FOR
THIS GUARANTY OR A COPY OF THIS GUARANTY VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUR/OWTY
i THIS GUAROM TO CONFESS JUDGMENT AGAINST GUARANTOR SHALL NOT EE 004AUSTED BY ANY EXERCISE OF THAT
BUT SHAD. CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS
GUARANTOR HEREBY WAIVES ANY RIGHT GUARANTOR MAY RAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY
FISSION OF JUDGMENT. E%CEPT ANY NOTICE AND/OR HEARING RECULRED UNDER APPLICABLE LAW WITH RESPECT TO
OF THE JUDGMENT. AND STATES THAT ET HER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF
ARISING FROM ANY JUDGMENT CONFESSED OR ENTERED PURSUANT TO THE FOREGOING AUTHORITY SHALL NOT EXTEJD'TO ANY
UMANTCR u RESIDENTIAL REAL PROPERTY AS THAT TERM IS DEFINED IN THE PENNSYLVANIA ACT OF JANUARY 00, 1974 (PA. LAWS
0. 8). REFERRED TORS THE LOAN INTEREST AND PROTECTION LAW. AS AMENDED. AND THE HOLDER OF ANY JIAGMENTCONFESSiD
NTERED PURSUANT TO THE FORGOING AUTHORITY SHALL NOT, IN ENFORCEMENT OF ANY SUCH JUDGMENT. EXECUTE LEW OR
RWISE PROCEED AGAINST ANY SUCH RESIDENTIAL REAL PROPERTY: PROVIDED. HOWEVER. THAT THE LIEN OF SUCH JUDGMENT
L EXTEND TO SUCH RESIDENTIAL REAL PROPERTY AND THAT THE HOLDER THEREOF SHALL BE PERMITTED TO EXECUTE LEW OR
ZED AGAINST SUCH RESIDENTIAL REAL PROPERTY FROM AND AFTER THE ENTRY OF A JUDGMENT AS CONTEMPLATED BY SECTION
IF SUCH LOAN INTEREST AND PROTECTION LAW AND RULES 7931 TO 29M OF THE PENNSYLVANIA RULES OF CIVIL PROCEDURE. OR
ZSSOR OR SIMILAR STATUTES AND RULES. NO LIMITATION OF LEN OR ANY EXECUTON. LEVY OR OTHER ENFORCEMENT
'ANSI IN THE IMMEDIATELY FRECEDING SENTENCE SW1L APPLY WITH RESPECT TO ANY JUDGMENT OBTAINED OTHER THAN BY THE
GOING AUTHORITY TO CONFESS OR ENTER JUDGMENT.
I UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONO OF THIS GUARANTY AND AGREES TO ITS
IS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTORS EXECUTION AND
FIERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH
II SECTION TITLED "DURATION OF GUARANTY.- NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAR THIS GUARANTY
CTIVG THIS GUARANTY 13 DATED JULY 11, HIT.
GUARANTY HAS BEEN SIGNED AND SEALED BY THE UNDERSIGNED.
IANTOR:
my Demasom
d. ktkr
WI W M5d}Ilvened In IM °"5411=11 01:
INDIVIDUAL ACKNOWLEDGMENT
ATE OF 1
)as
LINTY OF I
On IM. MM deY at 19-. b111on rtr . IM
CM519nM1 NWMy PVO41p, pe h,aY 11pp41M11d NNCY Dehh x known to n+e (w U W&=W pTO j 1006 IM PM50n wnm11 Nun11 d lLLO41GMed
Me MIN" =thX%0M"ed"no aged NMI N W the a11=Wd IM UM Im 1541 pmnn In11rwn OonWned
In w11ne" wnfl ro61 her11pplo YI my And me amt:ti l aM.
Not" Pwaa N MM la IM SIAM of
IMO. "e{ Y. t\ 4156! i.Y, OIIn VI.Il18111111 Cfl F041NtIL A. AYI"Sn INI?It P\.=M .I YLn04M=]LLOVM
;OMMEA- GUARANTY
R-GEE Contracting, Ind 11111: 2S-16367151 Lender: Commerce emwHerlabvg. Nsllonu Aosoc411an
5 RICnland Land Suite 0101A Main ONCWCOITL Cost Center
Came Nil. PA 17011 P.O. Box ASem
100 Senate Avenue
Came Hill, PA 17001-0166
Nancy Om=r,
7 Rlwlnd Lane. Sidle IOTA
C&mPNIII.PA 17011
PUNT OF GUARANTY. This it a 9uernty Of Payment Of 100D00% of IN Nate. Including without limitation Ine principal Note Mont of
II`hThousand L OWN 001INS (160,000.001.
u_IANTY. For good and valuable Consideration, Nancy Oerrla"n ('Guarantor') absolutely and u candlllonelly guarantees and Olam4n 113 Order. ra that lam IS deed below Of R-GEE or Conlractln9.l Ine ('Borrower') tancer of
10 Lender r on Unlike States at
and cndlllonx
000% at the nde0weneta la
forth In this Guaranty. Guarantor m9reee Mal Lander, In IIS cola dlw:reil0n, may deierrnme wniw portion of Borrower's Inae0leoness to
soar Is Covered by Gueranler'n percentage guaranty.
IINITIONS. The Inawng words nn haw the I00vog meanings wean wad in IN; Guaranty: .
Borrower. The word'Eanowaf man R-GEE Canacug, lml
Gatanlor. The wad'GlrerantW' mean Nancy OMncnim.
Guaranty, The word -Guuenre mean DNA Guaranty maoo by Guarantor fa the benefit of Lender gated July IB, 1997.
Indebtedness. The word Ingnbleanns' mean the Nola, enCUding (al all onnapar. (b) an interest. (d) all tale Charges. (d) all loan Ian and
man charges. and (el as cWAdOOn cents ants "Damn Ialabng to ins NOW a to any Cnateral for rho Note. COYNUOn COS4 ants Mama
Iwuce without limitation all of Loner's allanoys'Ines and Lender's legal marries. w aor or not suit is Imululed. ants arlanva' fan rats *bill
amens lor bankruptcy proceedings (including attain to moody or vocals any automatic stay or infullnOni, acocoa. and any amMpared
OW IyucgmeM Collection taMLas.
Lander. The word Lnear' means Commerce BanklNam tU g, National Ans0ciagan. a s C SOM and Wlgns.
Note. The wOro'Nae' mans the promasory note or eren agreement oated July 16, 1997, in the original pnncipai amount of 560.000.00 from
Berrdw/r to Lanes. logelmf with as renewals of. sommuaOS of. modlbadona of. refinancings of. COnCddabi 01, And substitutions for ins
prom m now Or Agreement. Notice to Guarantor. The Nate evidences a revolving line of credit nom Lender 10 BOnOwer.
Related Documents. The woms'Aolatad O=Mn%* man and ineledl without limitation an promissory natty. Dealt agrownena. man
agreements. wmanmanW agrsamsba, guaramin, swunly agreements. mortgages, demos of Mai and on other instruments. agreements and
CocumayM whether maw er MrsanfY nrtng. anCUtAd n c nN hOn in me Indebtedness.
CIMUM LIABILITY. The maximum liability of Guanlor under this Guaranty Nall not wand at any one time 1nOe00% of the amount fit Rg
lbtMnm described above, plus alt cowls na erpnses of (a) en(dreemal of this Guaranty nee (b1 Collection and sera of any collateral
unng this Guaranty.
above amla0n on uabdly a not a olvction an the amount of the Indeo4Onna of Bnewer to under other in the aggragsis or at any ono nine.
main prnnay helps one or more guera"n. Or nerssltw rederves addinomi guarnties Irom Guarantor. the rgha of Lancer uncer u guaranties
I be ci mubtim. Yen Guaranty Ana not (unless specdp.aly prowdw be" to the contrary) ana Or Imandata any such other guaranties. The
lily of Guarantor who be the eggtagats aOWly of Guarantor unow ins terms of thin Guaranty, and any such Omer unormnale0 guwanMa.
'URE OF GUARANTY. Guanmor intends to guarantee at all auras the andm i nce and prompt cement wnn due, wnethw aI m aunty a and
anon of accelerando a Olnownw. of so Incabl"nass within the emits al forth in rte groca0mg section of INA Guaranty, This Guaranty Covers a
Nvmg 11ne 01 credit and guarantor understands and agrees that this guwanle, nail be open and continuous Unlit red line of Cecil is
NneeAd nd the Indebtedness IS Pad In lull, a provided below.
NATION OF GUARANTY. Thin Guaranty wie like effect when fatelved by Under without the necnsily of any acceplana by Lender, or any hone,
instanter or 10 Behavior. an will conbnum in lug Iota until n Indebtedness shad have been fully we fihagy pod and ausllea and an aher
;nom of Guanna under thin Guaranty was have been penamed in hrd Reuse of any other guarantor a termlmAdn of any other guuanry of
Iednlnnnn sine no affect red mafflty 01 Guarantor under Ins Guaranty. A retention r"mad by Lender Irom arty On a in" Guwsntos sins
abed the abely of any rarnamng Guaramom undw the Guaranty.. This Guaranty avers a revolving tine of creall and it Is spshonally
pealed that nuclallans wig occur In the ag in gata amount 01 Indebtedness owing from Banovier to Lender. Grantor spearhulN stitute cnuunut°ry. Cuwlaarinfor s kc.illty weer thin Gva?ly WWI terms ,too In won rfu la m innlon in d iii cry mail BOnrOmwr and Lender of na inwim
recall. ON Payment Of the Indebledhess in Nil in flow tnder. and (et payment in Nil In logo render of All acne 000gsllona of Guarnla
or rats Guam f.
LRANTOR'S AUTHORIZATION TO IENOER. Guarantor Authoress Lander, Without notice at demand and without toning Guwentpr'a
wry under INS Guaranty. ham pms to time: (01 to mare one or more Additional swund or unsecured ions 10 Borrower, 10 rasa
r rtae Irma the time for "tend Payment a ot her terms B o Oralndebttedn ar WY W Oft
Nhoe. a oil I in Congo we he Indnlednesa,
uding (Increases and Ce NMO 01 In* rote of Interest on the Inciebinness; indomone may be repealed and may be for longer Man the
own tam lens; ICI to less end held security lot ine payment of this Guaranty, n the Indebtedness. an Ixwna, wnerce. wove,
oriinal*, IW of decide not to panect• and release very Wen security. with or without Ine abolltullgn of new cnllalerw; (01 to IWC M.
arrlute, agree not rte eats. or dew Win any am or IIIDM Of fsffy Ye aefelrei "d*MM. M other 9uarnlDn on any wrma or in airy
Iner Len ff may Chm": (01 to Coleman* now. when we whwl sMuffup, as payment/ anti C ANL Well be made on the IndeOledneaar
o nwY tuort seeurlly and acted I" graft or meaner of era Iho"t. euding without limitation. any norgualcum no pVohItled by the
is at the Cam0lang security agremlnMl or access of Must. ss Lender M Its ducrettn mry determine (9110 an. transfer, 1011111191 Or glop
initiation me all Or try pea of Ina IndebtftM S: and Ihl 10 consign or Vaniver this GUwniy In whole or in sin.
1f1ANTOR'S REPRESENTATIONS AND WARRANTIES. Gatenla r"Iesand one warrants to Lender that 41 N In IMMuonf or agrownwen
lay vine NN been Mae m Guarantor wmin would iimt or Quality in any way IN terror of INS Guaranty.. lot gas Guaranty a eMall" a
lowers redeeal End rh0111 ihs I"g? a U"abr. tcl Guwanla ha 1W power. nom ants aafhantym anlw enle ma GuwaMY.. 101 rho P'C"CM w
Guaranty do hat cn0,d with or nNu l in a ealaal imaw am agnis ars or Neer enfoNrrunt binding coon Gwsnta and Do net roue in a vacation
sly taw. regummm, coon fawn or vow Applicable to Guarantor, (a) Guarantor ma not and will at. Mmou" the aniw whron consent of Lonow,
fence. amigo, enCUmdw. IrypolhAda4. transfer. a atarwas dooms of an Or IUDsu nagy as of Guwama'I assets, Or any Ilo nl awran: 0) ration
Own '"Veal. Guarantor will ptmms 10 Lonew Imaneei one Coca information in tam WcODVIOW to Lenow. and am Sven fiNrCel mimoom
w cCnenffy has ban. a" ad hours Nancuuemormeo0n wmch wee to Devi to Lamont 4 ono we be no and Ca icl m as milensi mciess Ana
y poem rib fimncum Oandioan a Guarantor as W Ine "In IM ANnWI iMamaabn is Drevcea: (g) no maw'al sevaifa Change Not aCCIFrac in
BranifI imarew common pnCa the data of the most o,on fiwneof %isoments elevate 10 Lamar ants no event NI ==*a which MAY
naM advMMy ww Gwranla t Omnaal CGndiu0rr, ;ht no Ibgslmn, dram, mwslkwonn, admendVaom dfucnaing or binsw actin onClYellg
M Ia unc and taesl age" Guaramor a awaiting a tfnewea: 11) Londw has mesa no cownn4mn to Gusramor as to red creditworthinw of
roww: and B) Gu smw No IwaCnMd f0mouw1 "am of OcWning from Ear mmy an a continuing basis Mlamaabn agoomg Sandwell
• eries, a circumstances wmM might in arty "I
neat cpnGapn. Guwama agrees to Ina salCWlaty roamed nern such mean of any'a n a
ci G sib r I i n" un le' im M v the CDVS/ G0 its ui ram OM p wren a ndth at new %No have n0 oDlgation to eaciose to GW'wta ray mtorroo, tinamic ARANTORS WAIVERS. Esc"t as Osh'bn" by soo scoau taw. Guarantor waits ram NON 10 saws Lwow (&I to continue on am nnD vfrom 011M
nc cmw C"d Be Believer; lot to muv any Dnnlmvm. OrOrnl. demand. a at" of sib 0 no
eteCMS a of any lamsevmon rrated It any Cpmleral, a not" of am anon a ^onocnOn On Me Dn of Borraww. Lancer. any Ivory. wmaraer,
anw g's"mr, w COn^nuo. with INA t^OenaOnnA w in C 'mchOn in IM motion r now a 10emmral'Dam a 0141MOMI: (0t 10 non tw
,mom r to woesed ssneM a at am* ago',sl hay Dwsor. mememg Bono. a Iny Otnw cua.en,w: lee 10 named OnY.'!y aConal w mmust Im
in ww'wC by LI^aw sOm Bwloww a^- omw guwanla, a Ir, Olhe 0!401: rat to 9l" 101471 w IM It'", Oml. A^C Dec, Of ." MAL i
.en Spl V Imam. prCDYw InW.. ^w0 0, lenow Liam am:. a to min0w warn AN Omt^ apol"ba D'On40^I 0' ." Um,
as C Owl" Am Dine "MC' wmm? 'Vat, S Oawwl a tp) Be Comm, an. ¢I a 0m4Ypn at anw wend, 11 A1 anw 1`1 wren ,,food 10 any ??
07_15_19' COMMERCIAL GL"IANTY Page z
Loan No . 95 (Continueo
f llm wnabarvM.
If new a, feasibly tat Bonawel area be of DKOm1 mS0lvem. spa (bi ins Inantoom"s Scrag not at ap times until oars be fully ]Kwm aY coniefal
Nedgea by Barrowar. Guaramor barley lofevfs waives aCd.khaWshef m favor of Lancer no Barrowa6 and inaif r"onuve SucCpfus. any calm ar
ngnt to payment Guarantee mey now nave 0r herealtef move ar aeeWre against BOaOwor, by Suarogiu0n or omoomse. se 'Mot at 110 isms snag
Guarantor at of Welcome A '=entice Of Berrewar wlmin in@ m "Umg of I I U.S.C. legenn 547(b), or any succassor provision of the Faarral bares uolCy
laws.
Guaroelor also wanes any one eu rgnts or defenses anpng by lesson of let anyone action' a,'anlraetmarmy- law or any Cliffs law Yemen may
prevent Lonafs from Wringing any scroll. mauamg a Claim for perimenry, against Guarantee, before W anw Lmafs s « mmancamanl a comalluon of
any foreclosure action, sling, Institute Or by fertile of a Cower of Us$: (b) any oreann 01 rerrtem" by Larmar wrven desubys ON Otherwise &aversely
Spat Guarantees suomgaucn rights or Guarantor's hgnls to p.caga against BOrrawv IN raimounemenl. Including without nmitauon. any lass of
ripnls Guaan10, may funs MY reason of any law Nmntnq, Overlying, at Discharging ins Indealeahessi let any aCaawry ar diner defame at Borrower, 01
any Other guarantee, Or at &MY other poison. Of m rsafan al Ina Cefso"On 01 BOfr,rveya'ability from any cause wnaup . Ooser man payment m tut
At legal rancor. of the maabtronesf: (a) any 119111 to Claim OISCM419e Of me 'ncab16OO61s on the Casa at unl"ufied imofrnenl of am coustfsal 10, tn.
Inasolednessi gal any statute of timaa'lons. If at any time any 6ua0 or lull Drought by Lender ggairat Guarantor a cdmebeecen roar, is OU,UM 9
IOagoleCness of BonOwe, to Lately wbiCes a 1101 Wanea by any a00licamle !attire of Immuttions: Or (I) any calenses given 10 guaranlen at law w m
easily Omer than actual payment and aeno,mence of the Ineedtsoness. It Covenant iS mace by Borrower, venamaer YGununly W OmeMlse, d by any
them Came. on Ina Indealeamel5 and thereafter Lonoof Is forced 10 remit the amount of mat payment to BOrtaryarl untee in bafrlroay or to any
atimar person under any coastal of Sals Cat4uvter raw or taw for the brief at Captain, ms moegironess small as Camn,l ad unaaia for me OUPOSe OI
enforcement of this Guaranty.
Guarantor further waives and able" net 10 "SAM of claim at any time any ceoucuCm to the amount guaranteed under this Guaranty IV any Claim of
"con. counterclaim, Counts! demand. rscoupmem or sumac egm, wnslnsr Sucre =-. Comeoo of now may be asserted my Ina acrmyeer. In,
Guarantor, or bath.
GUARANTOR'S UNDERSTANDING WITM RESPECT TO WAIVERS. Guarantor warrants and agrees trust seen of the ye,m a set feel, ,Mae, mace
.in Guarantor's full knOwiedge of Irs Significance and consequences and Ihel, under the Circumstances. :no wervfe2 are reasanatile and not eontOry to
pmuc poticy or law. 11 any such waiver is Determined to to Contrary to any applicable law w public potter, Such waver stem be affecting only 10 the
Went permitted by law or pU0hC Colmy.
LENDER'S AlGKt OF SETOFF. In addition to all lions upon one ngnt of serofl against the mOmYL regumu to o,Met prooeme of Guarantor given lO
Lancer 0y law. Lencar snap Move, will, respect to Guarantors o01:gat1VS 10 Lsncw un0af this Guaranty, and to the silent porm116d by law, t
COnuaclual pWi"SOry seNntY inUnM In and a ngm of secacf against. mo Guaramor horsey "Spot, conveys. CaevM:, pledges. act vamun to
Lancer au at Guarantors cant, VISA also Interest in and to. all Deposit. mon"s, "cenun and other pmoem of Guarantor new Or INYMAR r in the
PMss on of or on Depmtt with Lan",. whether main in a general Or Speaai acpunt ar aeo"D. wMomor Mora jointly senttl SOmeOrle @tsa. Or weramer
notes far salsv"omg w Otherwise, eimludmg however n IRA. Keogh, and trust accounts. Every such SKunty mter"t and right at Sato" may Or
atermed without demand upon or none to Gu rotor. No segUnty Interest or Mgm of $staff Slteu be dolmear la Move C"n wervea by $by eat Or
Conduct an the can of Lancer or by any register 10 lief=" such ngnt of satOff of to snfcme such SKUnty interest ar by env delay sit so doing. Every
fight of recall and s*cunty interest Small continue in full fares and anKI until such egmt of salon ar security inumps, a naa(faAy wane : or leisure by
on instrument in writing ,nurse by Lender.
SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that Ina Incebtedness of Borrow. to L h aBOrrno
ensung W Merge", =voted. Snag be pnW to any calm that Gueramot may now maid or hananef aCCuln aganst Borrower, or not remains, becomesmfafvent. Guarantee "boy "d,n9y sueorolnWS any Caren Guarantor may nave agaimt Bor, ewir, upon am account wMoucrver, 10 any
parch That Lerner may now or Met have against Borrower. In Ina event at insolvency and e0maouenl nitration of the users of Borrower.
through 0e11101Amer, by ten assignment oaf the cement of creation. Ov Yo unlary IiCmCaimn. W Olhemenss, the as saw at BMOwfs 0opg able 10 tnr
payment of Ins tiatme of cam Lancer end Guarantor fmll be CaIC to Lander and small to fiat &Colima by LsMaar to In, lnasocean"S 01 BGrtCwer Io
Lena w. G"ampt Don Moody "mgn to Lancer au OWNS wnrCm it eve gCCU 19 0leis" Borrower axone and a" asou le?t" it Off pankruo4Y of Speedster; prowaed however. that such Assig mit be only IN g "nag, full payment eg
lender of the naeoleeness. If Lenaee so.Guests. any main or mail agreements now ar hereafter ewconong eery amt Or cougauom of Bemawrr to
Guaramar snag Do manes with a legend that in* Same arc suo'ecl ID Into Guaranty and Shia be OatlVOISO IO uncar. Guarantor agrees. ana Limper
barley a authorized. m the name of Guarantor, trim lime to time to eregUte and 610 finanting statements and comnuauan Mallmenu ma to flKule
such Omar documents and to use Steen other awlam es Leno f Deaths necessary or appropriate to Censer. prose" and antorm, its Mgmt under ens
Guammy.
MISCEIILNEOUS PROVISIONS. The following miscellaneous orovtaens are a part of this Guaranty:
Amendments. Thu Guaranty. together with any Related Document. ComUtul" the entire unaenanomg and agreement of the Carnes u to the
rafters fat lomr, in this Guaranty. NO aclerann of o' Mnencit to let Guaranty SW be enegu" unless given in wri and signed My rho Cam
OI pMral faugnt to to charged of bound by the allocation or amendment.
Applicable Law. This Guaranty bas been daNY0100 10 Lenore She acmu0 by Lender in the Commonwealth of Pennsylvania. If mere is s
lewaul. Guarantor agrees upon Lanaera sauesl to Summit to the junsamnm Of Ina Count 01 CumOMana County, Commonwealth of
Pemnfyl-sma. 1.071061 ana Guarantor notably wane in, right 10 any jury mac in any action. p,oCeli or Ccunto=lm drought by gulls! Loncee or
Guarantor against the ether. The Guaranty small to geyserite try ana construed m accordance with the ayes of me COmmpnw"Iln of
Pennsylvania.
Attorneys' Fees: ESOenses. GmMricr agrees to PAY upon demand au of Lender f com and n0emes. including anOreoY{' lots and Lonce! S
legal expenses. Incurred te connemdn wan the arcembement 01 this Guaranty. Lencer may pay someone sae to heIO enteret this Guaranty, She
Guarantor smog pay she emu and excenin of SUCK enforcement. Costs 2n0 exPemas include Lamers anern"i fears and legal expenses
wbelher or not there ls a lawsuit. recouping actOmeY1' Ion and legal soma" far barvi uplCY pfOCesoings (ono including slam :o modify of
vocals any automatic stay or mlunelionl. appeals. one any ammlpatea vostyuagment collection ferVmB. Gua.mar arse snau pay so tours caau
,no Such malbatas ins "may to atreclae by the Court.
Notice& AM Mmmef re0oilee to be given by ermee Came to the ormfs under IM Guaranty short be em waling, may Do rent by tersb6imle, one fuss
be effeCtrVe wham eC1uNY detvMYa Or when Democrats with a MabMary.Cogmam Ovfsnel counsel. o, wrten coCnnm In the United Slain shed,
real pus POSM90 MADRID. Address" Ia the Cam la whom Ina n01¢e IS to 0e given W the seems shown a0M W to SUCn Closer acaresseS as
sdnfs pain may O"pmu to the other in wnuna. It mere n more than one Guarantee. notice to any Guuem y view constitute none to ul
Guarantors. Far maims Oumcaes. Guraclw agrees 10 cited Lancer informed at air limes of Gueantor a Currom &earn$.
Interpretation. In AN man where Isere a mare reran One Sorrower or Guarantee. then " words Used m this Guaranty in the Singular SUN be
a"med to ban P"n urea in the plums whom me context she tommucilon m reauue: and when mere a more ,Mon One Bombwf named m this
Guaranty or when this Guaranty a eneutral, by more imam one Gmmnr c the wares 9omowern and uuaram a ashmmmMY smV mean as and
any one per more of them. The wmas'Guarantee: 'Sonowa,.' and ,#near mccu0e Ina he". Statement, &SSQM. MD aamlerees of "en at
them, Capstan headings in this Guaranty are IN convenience Ouri only ana am not IO be Used to mcerWai W 0etin6 the oroMLons of this
Guaranty. If a court of caenoelent ItnnOtelon line. any provi of INS Guaranty to be mvelm or, unMm¢e ore ":O any Peon o, cmeumluncr.
such finding snail nor render that depression InvLm or unablolcomu as to any emar venom Or Orcumsune". and ail provisions of this Guarenty
m Go other ,"pmt man remun Yalta ana enro¢lawo if an, one or more of B "Yee, Or Gumbos, m cRporsuons w CamnMmos. II is not
necessary IN Lander to mote. Imo the bower, at BOnowec or Guarantee Or of the orocen. Nation. 0rihele. or agents acting a puraonm910 act
on tYV bsmt. VIC enY IOOmleCci mope 01 meat in reliance oCOn the Proesied fartisa of such cayeees Stag at guaramera under Ines
Guaranty.
Waiver. Lancet shat not be C"meC to love waived any rmer under ibis Guarams, unless fuel waster a g, In wining end Signed by Lemher
Na Deny or arl on me DM 01 Lenore. In errtc:yng any tiger snail eceraie n a waem+ 07 such ngm at env rimer ngell. A III oy Lance, Df
A -Division of this Guaranty trews not o.tucre or cpnruWn a waiver G Lender s rgnl Cinerwne to demand SIMIC. :pmcilam" ..In 'het Ofawuon or
any Other coveslon at his Guaranty. No Once waiver MY LMCMI nor any course 01 coaling Cabinet Loner AMC iuarai Small CV14IIIlt
waiver of any Of Lenaar $ rigor. or d7 am 01 Guaramor, ccnar:ons as io by lmure transactions. when `me Ct ni eb t offeLancer linguistic" abuiso
umao tern Guaranty me gaining 11 s cases ee Label' me, to o? tea o, twl"Vo ndil a Sao cam"OM n:ancl,
wnfse such consist 11 reeunee AMC to as aii s Cates sue, 'D C
6-1997 COMP'^CIAL GUARANTY Page G
No m7G95 Dndnued)
eSSION OF JUDGMENT. GUARANTOR HEREBY IRREVOCABLY AUTHORIZES AND 'EMPOWERS ANY ATTORNEY OR THE
HONCTARY CA CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA. OR ELSEWHERE 'TO APPEAR AT ANY TIME FOR
ANTOR AFTER A DEFAULT UNDER THIS GUARANTY, AND WITH OR WITHOUT COMPLAINT FRED. AS OF ANY TEAM. CONFESS OR
I JUDGMENT AGAINST GUARANTOR FOR THE ENTIRE PRINCIPAL BALANCE OF THIS GUARANTY. ALL ACCRUED INTEREST. LATE
SES. AND ANY AND ALL AMOUNTS EvENOED OR ADVANCED BY LENDER RELATING TO ANY COLLAIEtAL SECURING THE
TEDNESS TOGETHER WITH INTEREST QLY SUCH AMOUNTS, TOGETHER WITH COSTS OF SUIT. AND AN ATTORNEYS COMMISSION OF
ERCENT (10%) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR CCUECTION. BUT IN ANY EVENT NOT LESS THAN
HUNDRED DOLLARS (MM) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY: AND FOR
LING. THIS GUARANTY OR A COW OF THIS GUARANTY VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY
TED IN THIS GUARANTY M CONFESS JUDGMENT AGAINST GUARANTOR SWW. NOT BE EQUUSTED By ANY EI@ACISE OF THAT
TRAY. BUT SHAD. CONnNUE FROM TIME TO THE ANO AT ALL TIMES UNTIL PAYMENT IN FIAJ. OF ALL AMOUNTS DUE UNDER THIS
OF
X GUARANTORS ATTIENTION OR GUARANTOR HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL THE
JUDGMENT CONFESSED OR ENTERED PURSUANT TO THE FOREGOING AUTHORITY SMALL NOT EMEND TO ANY
NTIAL REAL PROPERTY AS THAT TERM IS DEFINED IN THE PENNSYLVANIA ACT OF JANUARY = tBTA (PA LAWS
AS THE LOAN INTEREST AND PROTECTION LAW, AS AMENDED. AND THE HOLDER OF ANY JUDGMENT CONFESSED
TO THE FORGOING AUTHORITY SHALL NOT. IN ENFORCEMENT OF ANY SUCH JUDGMENT. EXECUTE. LEVY OR
ENIWl5& PROCZED AGAINST ANY SUCH RESIDENTIAL REAL PROPERTY: PROVIDED. HOWEVER THAT THE UEN OF SUCH JUDGMENT
L ETTENO TO SUCH RESIDENTIAL REAL PROPERTY AND THAT THE HOLDER THEREOF SHALL 8E PERMITTED TO EXECUTE. LEVY OR
DEED AGAINST SUCH RESKJENIUL REAL PROPERTY FROM AND AFTER THE ENTRY OF A JUDGMENT AS CONTEMPLATED BY SECTION
7 SUCH LOW INTEREST AND PROTECTION LAW AND RULES ZBaT TO ZMa OF THE PENNSYLVANIA RULES OF CIVIL PROCEDURE OR
ZSSCR OR SIMILAR STATUTES AND RULES. NO UMITATION OF UEN OR ANY DDECUTIIIN. LEVY OR OTHER ENFORCEMENT
TANNED IN THE IMMEDIATELY PRECEDING SENTENCE SHALL APPLY WITH RESPECT M ANY JUDGMENT OBTAINED OTHER THAN BY THE
.GOING AUTHORITY TO CONFESS OR ENTER JUDGMENT.
R UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES TO ITS
AS. IN ADDITION, EACH GUARANTOR UNDeRSTANOS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTORS EJZCImON AND
VERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH
IE SECTION TITLED 'DURATION OF GUARANTY: NO FORMAL ACCEPTANCE BY LFMER IS NEZSSARY TO MALE THIS GUARANTY
CTTVE. THIS GUARANTY IS DATED JULY 16, 11127.
GUARANTY HAS BEEN SIGNED AND 51-1 M BY THE UNDERSIGNED.
Presence of:
ACKNOWLEDGMENT
ATE OF 1
1 sa
RUNTY OF
On 1". IM day of 1Q._ oelMe m? Dta
"QMO Notary PUCK. petaoftaeY sooeMeo Room G. DeRletaon, ST. Mnpwn to rule IR SAMINCIO q Clow ml to on me pwipn wools mm R
I1.01on to pre MIW Mftff*n;, ano eos w go lost M v tM eseC•tiled the same for Me Purposes th"n H9ntalneo.
In wllnese wAereof, I hereunto "I my nenp no omdM MA
Nobly PW§c in and lot the State of
I.. "a R11RI V, r,ON?,wA Ye. Ml,t„n I??wna
V
EXHIBIT H TO MOTION
162829 1
LAW OFFICES OF
ROBERT EWING KNUPP
(1972.1978)
ROBERT L KNUPP
ROBERT D. KODAK
GARY J. IMBLUM
KNUPP & KODAK, P.C.
CAMERON MANSION
407 NORTH FRONT STREET
P.O. BOX 11848
HARRISBURG, PA 17108.1848
717/738.7151
FAX 7171278.7158
OF COUNSEL
ROBERT H. MAURER
E•Meil Addrosc
KANOKPC®aol.com
LLOYD R PERSUN ESQ
3401 N FRONT ST
HARRISBURG, PA 17110
June 18, 1998
RE: R-GEE Contracting, Inc.
Account Nos. 2737095, 2725388
Your client: Commerce Bank
Dear Lloyd:
Please be advised that I represent R-GEE Contracting, Inc. in
a Chapter 7 bankruptcy. I enclose a copy of the bankruptcy
petition for your edification.
I am in receipt of the enclosed two letters which were sent to
my client. Please be advised that I believe that your client has
a first priority secured position on my client's accounts
receivable and inventory. The inventory is worth approximately
$8,000. The accounts receivable are worth approximately $230,000.
Our firm will be collecting the receivables on behalf of the
bankruptcy. Of course, after deduction for collection fees and
costs, it appears that Commerce would be the first creditor to be
paid from collection of these receivables. In addition, the
inventory is available for liquidation. I would presume that it
would be liquidated by the Trustee.
At this point, I would request that in light of the above,
that you suggest to the bank to wait for the collection of the
receivables and liquidation of the inventory before the bank would
proceed against Robert and Nancy Derrickson on their individual
liability. Please review this matter with the bank and advise. I
look forward to hearing from you.
Very truly yours
FIMPP
GJI\pkw
Enclosure
EXHIBIT I TO MOTION
162829 1
R-GEE CONTRACTING, INC.
EIN NO. 25-1626395
CASE NO.
RG Jr. 7,400.00
Rudy 486.19
Keystone Construction R 59.75
Keystone Construction R 1,974.57
Keystone Construction R 2,120.78
Simplex RG Jr. -1,148.99
Bittingers 450.00
Tripe C 1,996.79
Progess Church (credit) 12,465.00
Samuel Lewis St. Park 2,780.25
Rodney Witmer 562.02
Keith McNaughton 792.75
Keith McNaughton 788.00
Tripe C 485.80
Westra 5760.00
Westra 2,600.00
Quandel 33,484.28
RACC 4,604.54
Westra 2,181.25
Westra 750.51
Westra 2,300.00
Westra 1,325.00
Westra 1,080.75
Quandel 4,513.08
Hertza Crete 580.38
Advantage Home and Land 7,812.47
Advantage Home and Land 2,409.43
York Housing 32,999.40
RACC 5,625.28
RACC 1,380.30
RM Singer 1,820.48
RM Singer 120.00
YCHA 14,242.30
YCF.A 8,676.90
Westra insurance claim 22,702.00
RECEIVABLES
R-GEE CONTRACTING, INC.
EIN NO. 25-1626395
CASE NO.
6
7
6
3
2
3
3
8
1
3
1
2
2
1
2
4
1
1
10
1
2
1PR
1
1
OFFICE DESKS
OFFICE CHAIRS
FILE CABINETS
METAL KITCHEN CABINETS
.BATHTUB WALL KITS
BATHTUBS
TUB ENCLOSURES
BATHROOM SINKS
KITCHEN SINK
WALL CABINET FOR KITCHEN OR BATH
WATER CLOSET
BATHROOM BASE CABINET
AIR COMPRESSORS
METAL STORAGE CABINET
BATHROOM SINK TOPS
STAINLESS STEEL SINKS
1-8 1/4 DEEP DOUBLE BASIN
1'-7 1/2 DEEP SINGLE BASIN
1-8 DEEP DOUBLE BASIN
1-8 DEEP DOUBLE BASIN
BOX OF CARPET STRIP 400'
VINYL COVE BASE
2 BOXES GREEN
2 BOXES CABERNET
RANGE HOOD
3' HANGING LIGHTS
SET OF GRAB BARS FOR HANDI
DUMP KARTS
8' SIDE RAILS FOR TRUCK BED
CASE IRON WOOD STOVE
CAP BATH
INVENTORY
1/2" DEEP
SUPPLY - T:2UCK EQUIP
STAINLESS STEEL SINK 12" X 12" X
MISC ITEMS - ELECTRICAL - TOOLS
APPROXIMATE TOTAL: $8,000.00
CERTIFICATE OF SERVICE
I, Jeffrey T. Russell, Esquire, hereby certify that on October 9th, 1998
I served a true and correct copy of the aforegoing Motion upon the following
persons by United States mail, first class, postage prepaid, addressed as follows:
Gary J. Imblum, Esquire
Knupp & Kodak, P.C.
407 North Front Street
Harrisburg, PA 17108-1848
Lawrence G. Frank, Esquire
2023 North Second Street
Harrisburg, PA 17102
DATE: October 9th, 1998
et v & Woodside
40 fo ? h Front Street
P.O. 5950
Harrisburg, PA 17110-0950
(717) 232-5000
Attorneys for Commerce
Bank/Harrisburg, N.A.
158306 1
1.
I
ak
1O
?
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Bank/Harrisburg. N. A.
Commerce
lM Senate Avenue
Camp H111, PA 17011
See Inhem Anna 4a
See Exhlb is I'A" ac Cached hereto and node a
part hereof
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R-Lee Contracting, Inc.
Robert -G. Deyrlckeon, Sr. -1Preeidenc
Commerce BenkiHarriehure, H. A.
P. 0. Bar 8599
Camp Hill, PA 17001-8599
rJ
FILING OFFICE
2200580
SCHEDULE A
Accounts Receivable and Contract Rights: All present and future accounts, contract
rights, instruments, chattel paper and general intangibles, the guarantees and
secruities therefor, and In any case where the aforementioned have arisen from
the sale of goods, the interest of the debtor in such goods and the products thereof,
including all rejected, refused and returned merchandise.
Inventory: All present and hereafter acquired inventory, materials goods, merchandise,
raw materials, goods in process, finished goods and products, and other personal
property held for sale or lease or furnished or to be furnished under contracts
of service and materials used or namable in manufacturing, processing and packaging
the same, and the products and proceeds thereof, including all rejected, refused
and returned merchandise.
Machinery g Equipment: All present and hereafter acquired chattels of any description,
machinery, vehicles, equipment, office machinery, and all other chattels used
by the debtor in the conduct of his business, which would constitute equipment
as defined by the Uniform Commercial Code, wherever located and any and all additions
sad accessions thereto and substitutions therefor, and the products and proceeds
thereof.
e Contracting, Inc.
Erford koad
Hill, PA 17011
name
name
erce Bank/Harrisburg, N. A.
Senate Avenue
Hill, PA 17011
jsl?f Secured Party name(s) (last name first it individual) and
y interest information:
3
The terms 'Debtor' and 'Secured Parry" mean 'Lessee' and "Lessor," ?
clNely
The terms Debtor and 'Secured Party' mean 'Consignee' and
Debtor, is a Transmimng Utility.
statement is Filed rilh only rho Secured Party's signature to perfect
...fit/ interest in calla!wal (check applicable bostes)) -
? acquired after a change of name, identity or corporate structure of
Cie Debtor.
? as to which the filing has lapsed.
already sublect to a security interest in another county in Pennsylvania-
11 wheir ;he Collateral was moved to this county.
? when the Debtor's nsiden<e or place of husiness was moved to
this county,
already SubleQ Ie a seraoty interest in another jurisdiction -
? when the collateral was moved to Pennsylvania.
? when me Dabcer', location was moved to Pennsylvania.
? which is Proceeds of the collateral described in block 9, in which a
security interest was previously perfected (also describe proceeds in
block 9. il :mbhased with cash proceeds and not adequately described
on the ang.ra Imancing statement).
Secured Party Signomre(sl
Peowred oNy i( Daisies) is checked above):
D FORM - FORM UCC.I
by Sec'elar, of eommomveauh of Pennsylvania
FINANCING STATEMENT
Uniform Cr- , Coda
IMPORTANT- se read instructions on
reverse side ,age 4 before completing
95 - x553
r_-
85 .cD ed UCC r"
This Financing Statement is presented for filing pursuant to the Uniform Eortmeraal Code, and is to he III,
with the (check applicable box(: .. -.?
? Secretary of the Commonwealth.
Q'Prothonotary of- Cumberland ?O
v' County
? real estate records of
County
Number of Additional Shams fit anvl
See Exhibit "A" Attached hereto and made a
part hereof
cs
:k only it desired) Products of the collateral are also covered.
Identify roared real estate, it applicable: The collateral is. or mcludes fcheck approprlale boxlesll
o. ? crops growing or to be grown on -
Is. ? goods which are or are to become fi.tures on -
C. ? minerals or the like (including oil and gas) as esuactea on -
d. ? accounts resulting from the tale of minerals or the like (including oil and gasl at the weahead m;nehead on Or
••
the following real estate:
Sneer Address:
Described at: Book of (Check one; ? Deeds ? Mortgages. at Page(fl
let County. Uniform Parcel ldemdier_
? Described on Additional Sheet.
Name of record owner (required only it no Debtor has an interest of record)
L
rt u. Verricks , Sr. - Vr,Qsident
t f UHN RECEIPT TO,
Rb
Commerce Bank/Harrisburg, N. A,
P. 0. Box 8599
Camp Hill, PA 17001-8599
0-u_n 3a(Dgl
aii a 5 380
t
v
IJ
-. a
h,;
t.
SCHEDULE A - c.o
cn
Accounts ReeeTvaable and Contract Rights: All present and future accounts, contract
rights, instruments, chattel paper and general intangibles, the
secruities therefor, and in any case where the aforementioned haveaarisensfram
the sale of goods, the interest of the debtor in such goods and the products thereof,
including all rejected, refused and returned merchandise.
Inventory: All present and hereafter acquired inventory, materials goods, merchandise,
raw materials; goods in process; finished goods and products, and other personal
property held for sale or lease or furnished or to be furnished under contracts
of service and materials used or useable in manufacturing, processing and packaging
the same, and the products and proceeds thereof, including all rejected, refused
and returned merchandise.
and
ls of
hereafter machinery, vehicles, equipment, office machinery, and acquired d otchat
attelsnusedscription,
hertch
by the debtor in the conduct of his business, which would constitute equipment
as defined by the Uniform Commercial Code, wherever located and any and all additions
and accessions thereto and substitutions therefor, and the products and proceeds'
thereof.
CERTIFICATE OF SERVICE
I, Jeffrey T. Russell, Esquire, hereby certify that on November 23, 1998,
I served a true and correct copy of the aforegoing Stipulation upon the following
persons by United States mail, first class, postage prepaid, addressed as follows:
Gary J. Imblum, Esquire
Knupp & Kodak, P.C.
407 North Front Street
Harrisburg, PA 17108
Lawrence G. Frank, Esquire
2023 North Second Street
Harrisburg, PA 17102
Monarch Products Company, Inc.
385 Sipe Road
York Haven, PA 17370
Bill Hose, Sheriff
York County Courthouse
28 East Market Street
York, PA 17401
alL half lLfN 6UMYW ON[Cp?VtllCI gIIVL GUN1 dId NfW 11 nfJr plpla
to,,
Exhibit t
CASE NO.
RG Jr.
Rudy
Keystone Constructio 7,400.00
n R
Keystone Constructio
486.19
n R
Keystone Construction R
Simple 59 75
1,974.57
x RG Jr.
Bittingers 2'120'78
Tripe C 1,148.99
Progess Church
Samuel 450.00
1,996.79
Lewis St Park
Park
Rodney
Witmer
12,465.00
Keith McNaughton 2,780.25
Keith McNaughton 562.02
Tripe C 792.75
Westra 788.00
Westra 485.80
Quandel 5760.00
RACC 2,600.00
Westra 33,484.28
Westra 4,604.54
Westra 2,181.25
Westra 750.51
Westra 2,300.00
Quandel 1,325.00
Hertza Crete 1,080.75
Advantage Home and Land
Advantage Ho 4,513.08
me and Land
Housing 7,812.47
RACC 2,409.43
RACC 32,999.40
RM Singer 5,625.28
RM Singer 1,380.30
YCHA 1,820.48
YCHA 120.00
Westra
insurance claim 14,242.30
8,676.90
22,702.00
RECEIVABLES
.Y. 1",:
NO.
Truck
NO. Desc_riotion
22
Ford Dump
1997 Value
32
DT7 .
Mack Tractor 1983 $24,000.00
32A Perkins Dump Trailer 35 Ton 8,700.00
5 Roger LOW Boy 1973 35 Ton 3,500.00
12A Strick Office Trailer 35 Ton 6,800.00
7 Lowboy Trailer 12 Ton 2,300.00
9 Utility Office 35 Ton 800.00
3 Utility Office 35 Ton 700.00
20 Office Trailer 30 Ton 700.00
10 2350 Van Ford 1995 4,300.00
8 Ford Ranger PU 1995 15,000.00
16 E150 Ford Van 1991 8,500.00
14 E150 Ford Van 1995 4,000.00
18 E15v Ford Van 1995 6,000.00
24 E150 Ford Van 1995 7,500.00
40B 1995 Ford SW Windstar 9,500.00
Thumb Cat 225 13,000.00
2 500 00
117,800.00
6 OFFICE DESKS
7 OFFICE CHAIRS
6 FILE CABINETS
3
2 METAL KITCHEN CABINETS
BATHTUB WALL KITS
3 BATHTUBS
3 TUB ENCLOSURES
8 BATHROOM SINKS
1 KITCHEN SINK
3
1 WALL CABINET FOR KITCHEN OR BATH
WATER
CLOSET
2
2 BATHROOM BASE CABINET
AIR COMPRESSORS
1
2 METAL STORAGE CABINET
BATHROOM SINK TOPS
4 STAINLESS STEEL SINKS
1-8 1/4 DEEP DOUBLE BASIN
1-7 1/2 DEEP SINGLE BASIN
1-8 DEEP DOUBLE BASIN
1 1-8 DEEP DOUBLE BASIN
BOX OF CARPET STRIP 400'
VINYL COVE BASE
2 BOXES GREEN
2 BOXES CABERNET
1 RANGE HOOD
10 3' HANGING LIGHTS
1
2 SET OF GRAB BARS FOR HANDI CAP BATH
DUMP KARTS
1PR
1 8' SIDE RAILS FOR TRUCK BED
CASE IRON WOOD STOVE
1 STAINLES
S STEEL SINK 12" X 12" X 6 1/2" DEEP
MISC ITEMS - ELECTRICAL - TOOLS - SUPPLY - TRUCK EQUIP
APPROXIMATE TOTAL; $8,000.00
.I L6 lI14 l.,I II W. W [[ODUt%[ Onlrc CPlNfrv?ll Ml w YUe r mnp i.i ton
Exhibit J
?? r?? ?? Harrisburg, PA
TIME __ A.MrP.M.
NOV 23 1998
IN THE UNITED STATES BANKRUPTCY
FOR THE MIDDLE DISTRICT OF PENNS`.
IN RE:
R-GEE CONTRACTING, INC.,
Debtor
No. 1-98-02938
Chapter 7
ORDER INCORPORATING STIPULATION
AND NOW, this f) day of November, 1998, after review of the Motion of
Commerce Bank/Harrisburg, N.A. ("Commerce") for relief from the automatic stay
and the Stipulation which the parties have entered into, it is hereby ORDERED that:
(1) the Stipulation filed on November 23, 1998 (the "Stipulation") (and all
the terms set forth therein) between Commerce and the Debtor is hereby approved
and all terms and conditions therein are incorporated herein by reference and made
a part hereof, the same to be as fully binding and effective upon the parties as if
following a hearing on the merits;
(2) Commerce is hereby granted relief from the automatic stay to take any
and all action as set forth in the Stipulation; and, absent objection by Monarch on or
before December 23, 1998, Commerce shall be entitled to immediately setoff the
proceeds in the Accounts as set forth in the Stipulation, and any lien asserted by
Monarch against the Accounts shall be immediately deemed null and void;
(3) any failure by Debtor to maintain payments as set forth in the
Stipulation shall, without further order of this Court, result in immediate relief from
the automatic stay for (following the 10 day notice and filing of Certificate of Default
as set forth in the Stipulation) Commerce to execute against the Vehicles.
BY THE COURT:
151 Robed J• Woodside
J
ROBERT J. WOODSIDE J.
CHIEF BANKRUPTCY JUDGE
162829 1
•ll RAf9 L9 GAL Ml Ll Ce. 0011 ..1AG MM. UAMPO No,%JW Ab(r UM IS
Exhibit K
wva
MHTTB. 3@VAX9 & WOODS IDIM
A PROFESSIONAL CORPORATION
ATTORNEYS AT LAW
IIOWELLC.METTE
JAMES W. EVANS CHRISTOPHER C. CONNER 3501 NORTH FRONT STREET
ELYSE E. ROGERS GUY P. BENEVENTANO
JAMES M.
STRONG
RouRTMOoRE JEFFREY A. ERNICO BOX 5950
P.O. . MEG
TIIOM IDA
.
CHARLES D. ZINALLY
P.DAMELALTLAND HARRISIISIRO. PA 17 17
110•C000 A?z.% JOHN M.
AATUL
KATLAIAN
ROBOWMAN JOHN M. IIARTIELL
PETERJ.RESSLER ANDREW H. DOWLINC HN
JO
P.
K"
LLOYD R. PERSON MICHAEL D. REED H NO. NN Tw
VICKY
N TRIMMER
CRAIG A. STONE PAULAJ. LEICHT 93-1085005 KATHLEEN
DOYLEYANINEK
JAMESA.UL,H GARYJ.HEIM ANTHONNMONY
T. LUCI00
DANIELLSULLIVAN DAVID A. PITTSIMONS TELEPHONE FAA ETHCOLDSTEIN DIXON' "'DELAWARE BAR
STEVEN D. SNYDER MICHAEL D. PISA 17171232.6000 17171238.1818 BRADL
t
•
ANDBAR
http://ww.v,mette.mm DONNAR
S
N
DONNALGAGARES$MITH°•' -NEwEW JERSEY BAR
April 30, 1999
Gary J. Imblum, Esquire
Knupp & Kodak, P.C.
Cameron Mansion
407 North Front Street
P. 0. Box 11848
Harrisburg, PA 17108-1848
RE.- R-Gee Contracting. Inc
No. 1-98-02938
Dear Mr. Imblum:
833.782
It is my understanding that the above referenced bankruptcy matter has been
closed by the United States Trustee as a no asset case. Accordingly, my client,
Commerce Bank/Harrisburg, N.A., intends to file a Motion for Replevin against your
client, R-Gee Contracting, in the Court of Common Pleas. Commerce Bank will not
only seek judgment in replevin for possession of all vehicles, accounts, accounts
receivable, and inventory in which it has a security interest, but it will also request
interest, late fees, attorneys' fees, costs of collection, costs of repossession, costs of
storage and all other charges as provided by law. Such action may be avoided if your
client will agree to immediately relinquish possession of all collateral in which
Commerce Bank has a security interest. Please contact me immediately should your
client have any interest in avoiding such legal action.
Thank you for your attention in this matter.
DLG:jag
cc: David Amsden, Commerce Bank
Very truly yours,
METTE, EVANS & WOODSIDE
Donna L. Gareis-Smith
182497 1
CERTIFICATE OF SERVICE
I, Donna L. Gareis-Smith, Esquire, hereby certify that on May 25, 1999, I
served a true and correct copy of the aforegoing Complaint upon the following persons by
United States mail, first class, postage prepaid, addressed as follows:
Gary J. Imblum, Esquire
Knupp & Kodak,P.C.
407 North Front Street
Harrisburg, PA 17108-1848
)4? ? , Qay-? - wl?'-
Donna L. Gareis-Smith, Esquire
Mette, Evans & Woodside
3401 North Front Street
P.O. Box 5950
Harrisburg, PA 17110-0950
(717) 232-5000
Attorneys for Commerce Bank/Harrisburg,
N.A.
DATE: 05/26/99
%woo i
SHERIFF'S RETURN - OUT OF COUNTY
CASE NO: 1999-03202 P
COMMONWEALTH OF PENNSYLVANIA:
COUNTY OF CUMBERLAND
COMMERCE BANK/HARRISBURG N A
VS.
R-GEE CONTRACTING INC
R. Thomas Kline , Sheriff, who being duly sworn according
to law, says, that he made a diligent search and inquiry for the within
named defendant, to wit: R-GEE CONTRACTING INC
but was unable to locate Them in his bailiwick. He therefore
deputized the sheriff of YORK County, Pennsylvania.
to serve the within RULE/NOT & COMP. IN REPLEVIN
On June 23rd, 1999
the attached return from YORK
Sheriff's Costs:
0 So answ s: zl
Docketing 18.0
00 ??>
Out of County 9.
Surcharge 8.00 R. coma in 5 i
Dep. York Co 25.30
$60.30 ME TE, EVANS & WOODSIDE
0623/1999
Sworn and subscribe to before me
this ? day o
19A.D. ??"°°????
this office was in receipt of
County, Pennsylvania.
COUNTY OF YORK
OFFICE OF THE SHERIFF S(717)I7719601L
28 EAST MARKET ST., YORK, PA 17401
SHERIFF SERVICE INSTRUCTIONS
PROCESS RECEIPT, and AFFIDAVIT OF RETURN PLEASE TYPE ONLY LINES 1 TO 12
DO NOT DETACH ANY COPIES.
1. PLAINTIFF/5/ 2. COURT NUMBER 1 V 1.
Commerce Bank /Harrisburg, N.A. 4. TYPE OE WRIT r1Rrr1MM All
R-Gee Contracting, Inc
SERVE If ¦ 5. NAME OF INDIVIDUAL COI
Rule to show Cause,
R-Gee Contracting, Inc.
6. ADDRESS (STREET OR RFD WITH BO% NUMBEq, APT NO., CITY, BORO, TWP., STATE AND ZIP CODE
3 Richland Lane, Ste lO1A, Camp Hill, PA 17011
ICE: 0PERSONAL O PERSON IN CHARGE
awn - / i i 7 19 - I, SHERIFF OFW
rorx COUNTY to4
to law. This deputation being made at the request and risk of the plaintiff.
sheriff of
Cumberland
ADVANCE FEE PD BY CUMBERLAND COUNTY SHERIFF
NOTE ONLY APPLICABLE ON WRIT OF EXECUTION: N.B. WAIVER OF WATCHMAN -Any deputy sheriff levying upon or allaching any property
same without a watchman, In custody of whomever is found in possession, after notifying person of levy or attachment, without liability on the pan of
plall herein for any loss, destruction, or removal of any property before sheriff's sale thereof.
Front Street, P 0 Box 5950, Harri
:RVICE COPY TO NAME AND ADDRESS BELOW: (This area
Cumberland County Sheriff
13.1 admowledge receipt of the writ 01Ll Unc l au I KUHN
or complaint as Indicated above. B. Feeser
16.HCW SERVED: PERSONAL( ) RESIDENCE ( ) POSTED(
)
17 ,XI hereby ortity and return a NOT FOUND because I am unable to locate the indiv
SD within will leave
deputy or 11113sheri6 to any
-g, PA 17110 717-232-5006;
be completed if notice la to be mailed).
3 A
ILY - DO NOT WRITE BELOW THIS
WE-
RK 1 14. Dale Received 5. Expir
6/15/99 6/;
POE ( ) SHERIFF'S OFF ( ) OTHER ( )
npany, corporation, etc, named above. (See remarks below.)
)VIE (Relationship to Defendant) 19. Dale of Servlco 20. T
'vg ll ??13? l ?l I I I I I I i l i l ?
dw, Q oo (? f E6 [ <cRvA7yt?G
A0Qr-&L0 vEE Ccr?TfPLT3^L FSltn ?N b•1Nc?"PiC(
mom.
a
R . Advanca Costs 24. Service Costs 25. N/F 26. Mileage 27. Postage 28. Sub Total 29. Pound 30. NotaryFee 31. Surcharge 32. Total Costs
$75.00 9.00 5.0 9.30 23.30 2.00 25.30 $49,70
34. Foreign County Costs
35. Advance Costs
38. Service Costs
37. Notary Cert.
38. Mileage/PostagWN.F.
39. Total Costs _
cu. Cost Due or Rotund
SO ANSWER.
41.AFFIR ILswW 22n ,_
44
e
re of 47.Datn
A
L D
.S
eph n!1
42. day of MEU Q1fCOHAFFER, 9 45, Signature ork 46 Date
1 County
L
4
O
43. ` Expi HOSE
SI I
WILLIAM hf 6/22/99
P erymae .
,
46. ignatureo foreign 49
Date
MY COMMI I EXPIRES ColnShane .
5/26/99
SEE REMARKS
33. Cost Duo Relu
TLE I ?mnn.vnc 151.Uale Hacelvoo
OF AUTHAUTIHOIZED RIZED ISSUING • V. ..... AUTHORITY AND AUTHORITY AND TITLE
1. WHITE - issuaq Authomy 2. PINK - Anomey 3. CANARY - Sherie's Of ice 4. BLUE Sherrill Oeroe
COUNTY OF YORK
OFFICE OF THE SHERIFF SE ICECALL 771-9601
28 EAST MARKET ST., YORK, PA 17401
SHERIFF SERVICE INSTRUCTIONS
PROCESS RECEIPT, and AFFIDAVIT OF RETURN PLEASE TYPE ONLY LINES 1 TO 12
1. PLAINTIFF/S/ DO NOT DETACH ANY COPIES.
2.000RTNUMOER 1-.,,.1•. -1V7._
Commerce Bank.; Harrlsbur. q, N. A. 4. TYPE OF WRIT OR COMPLAINT
3.DEFENDANT/S/ RUL0 t0 show Cause,
R-Gee Contracting, Inc Not. & Coni1'r. Re[:ilevin
I? SERVE S. NAME OF INDIVIDUAL, COMPANY, CORPORATION, ETC. TO SERVE OR DESCRIPTION OF PROPERTY TO DE LEVIED, ATTACHED, OR SOLD.
R-Gee Contracting, Inc.
6. Ate- DRESS (STREET R RFD WITH BOX NUMBER, APT NO., CITY, BORO, TWC, STATE AND ZIP CODE
AT 3 Rich1"and Lane, Ste IOTA, Camp Hi1J, PA 17011
7. INDICATE SERVICE: 0 PERSONAL O PERSON IN CHARGE EPUTIZE U) aJ T.."M-A4 01ST CLASS MAIL O POSTED O OTHER
NOW 19 _ I, SHERIFF OFNOAX COUNTY, PA, do hereby deputiZe the sheriff of
COUNTY to execute this Writ and make return thereof according
to law. This deputation being made at the request and risk of the plaintiff. 17n i r a -d6iF?{ - r-
• 0. SPECIAL INSTRUCTIONS OR OTHER INFORMATION THAT WILL ASSIST IN EXPEDITING SERVICE:
Cumberland
ADVANCE FEE: PD BY BUHBERLAND COUNTY SHERIFF
NOTE ONLY APPLICABLE ON WRIT OF EXECUTION: N.B. WAIVER OF WATCHMAN - Any deputy sheriff levying upon or attaching any property under within writ may leave
same without a watchman, in malady of whomever Is found In possession, after notifying person of levy or attachment, without liability on the pan of such doputy or the sheriff to any
plaintiff herein for any loss, destruction. or removal of any property before shor frs sale thereof.
3401. North Front Street, P O Box 5950, Iiarri
12. SEND NOTICE OF SERVICE COPY TO NAME AND ADDRESS BELOW: (This area
Culdaerland County Sheriff
SPACE BELOW FOR USE OF THE SHERIF
13.1 acknowledge receipt of the writ SIGNATURE OF AUTHORIZE
W complaint as indicated above. B. Feeser
16.HOWSERVED: PERSONAL( ) RESIDENCE( ) POSTED( )
17^1 hereby Certify and retuen a NOT FOUND because I am unable to locate the Individ
?g, PA 17110 1717-232-5000
m completed If notice Is to be mailed).
ILY - DO NOT WRITE BELOW THIS LINE
RK 1 14. Date Received 15.
(6/1.5/99
POE( ) SHERIFFS OFF ( ) OTHER ( )
npany, corporation, etc, named above.. (See remarks below.)
nt. Date Time Mlles Int. Date Tlme Mlles Int. Date Time Miles Int. Data Time
z1. wr ¢MrTtii Dan l?:i Tlme NI fisal ST
U 7
`.4
22.REMARKS: 6- PC(.
Advance Costa 24. Service Costs 25. WF 26. Mileage 27. Postage 26. Sub Total 29. Pound 30. Notary Fee 31, Surcharge
2 S75.U0 9.00 5.0( 9.30 23.30 2.00
31. Foreign County Coals 35, Advance Costs 36. Service Costa 37. Notary Cert. 38. Mileage/Postage/N.F 39. To
.. t SO ANSWER
-
..
. AILAFFIRMED arrd subsofibed to before me this ) 22n? M. Signaturo of , • ;
42. day of June 19 99 45. Signature of Yak ,. I e
I ` County Sheriff 4,.?? 1 `ft
W11. 1AN, 7 If J., .hL FIL'?
vre end..ymHa.? r
7 46. igrwtureo oreign
?
•
MY MI SI EXPIR r Court Sheriff ?
5 is
50.1 ACKNOWLEDGE. RECEIPT OF THE SHERIFFS RETURN SIGNATURE :?•.; !
OF AUTHORIZED ISSUING AUTHORITY AND TITLE
1. WHITE • lasul
ngAuVgrlfy 2. PINK • Anomey 3. CANARY -
Sheriff sOffice 4. BLUE - Shmifft Off,cr.
/ 'r J
,v 1•
a-
25.30
u Cods
:U
5/26/99
SEE REMARKS
33. Cost Due Bet
$49.70
Cost Due or Refund
47. Date
48.Daie
6/22/99
49. Data
awed
COUNTY OF YORK
OFFICE OF THE SHERIFF SERVICE(717) 7719 01L
28 EAST( MARKET ST., YORK, PA 17401
SHERIFF SERVICE INSTRUCTIONS
PROCESS RECEIPT, and AFFIDAVIT OF RETURN PLEASE TYPE ONLY LINES 1 TO 12
DO NOT DETACH ANY COPIES
.Am l lrr,o,
Cr,tnme.rce Bank;/Harri.r,burr, N.A.
vR-Gee COT)IT-tlCtiIT G , Inc
SERVE 5. NAME OF INDIVIDUAL, COI
4. TYPE OF WRIT OR COMPLAINT
sill" Tie G how Cause,
Pl .lt. & Cnmp• RepleVln
W R-Gee Contra•.tin9, in_:.
6. ADDRESS (STREET OR RFD WITH 80X NUMBER, APT NO., CITY, BORO, TWP., STATE AND ZIP CODE
AT - Richland l.,one, ite I%)IA, Camel if'i.11, PA 1101 i
-..-__i r.__...._ -.-,,,,,,,, ,,, ,,, ,,,,•.c ,_, ,.c,-•,,,,,c ua,cn,. mn,L U101 OLNJJ MAIL UPOSTED OOTHER
NOW 1•r i.l 19 _ I, SHERIFF OF COUNTY, PA, do hereby deputize the sheriff of
COUNTY to execute this Writ and make return thereof according -
to law. Thls deputation being made at the request and risk of the plaintiff. AWXK
8. SPECIAL INSTRUCTIONS OR OTHER INFORMATION THAT WILL ASSIST IN EXPEDITING SERVICE: C um b e r l.e n d
ADVANCE FEE PD BY AUM.BERLAND COUNTY SHERIFF
NOTE ONLY APPLICABLE ON WRIT OF EXECUTION; N.B. WAIVER OF WATCHMAN -Any deputy sheriff levying upon or aaaching any property under within writ may leave
same without a watchman, In custody of whomever Is found in possesslon, after notifying person of levy or attachment, without liability on the pan of such deputy or the sheriff to any
plaintiff heroin for any loss, destruction, or removal of any properly before sheriff's sale thereof.
Dai>/i L: art°?x =smrrn;°?,?^^IUn anu m....... IU. I tLEFHUNE NUMBER it.
3401 North Front Street, P 0 Box 5950, Harrisburg, PA 17110 717-232-5000
SEND NOTICE OF SERVICE COPY TO NAME AND ADDRESS BELOW: (This area must be eomoleted if notice is to be mailers.
Cumberland County Sheriff
SPACE BELOW FOR USE OF THE SHERIFF ONLY - DO NOT WRITE BEL(
13.1 adulowladge receipt of the writ SIGNATURE OF AUTHORIZED CLERK 14. Date Re
or complaint as inuicated above, B, Feeser 6/1.5/
16.HOW SERVED: PERSONAL( ) RESIDENCE () POSTED( ) POE ( ) SHERIFFS OFF ( )
17 XI hereby certify and return a NOT FOUND because I em unable to locate the individual, company. corporation, etc, named above.
is. NAME AND TITLE OF INDIVIDUAL SERVEDI LIST ADDRESS HERE IF NOT SHOWN ABOVE (Relationship to Defendant)
21. ATTEMPTS Dote Time Milos Int. Date Time Mlles Int. Date Time Mlles InL Date TIme Mlles InL Date T
22.REMARKS: „ [..,. i
io ,
r
P
23. Advance C.ocul 24, Service costs]
$75.UO 9.00 25. WF 26. Mileage
5.0 9.30 27. Postage 26. Sub Total
23.30 29. Pountl 30. Note Fee
2.710 31. Surcharge 32. Tpus osts
25.?t 33. Cost Due or Rotyrd
$49.70
34. Foreign County Costs 35. Advance Costs 36. Service Costs 37. Notary Can. 36. Mlleage/Postage/N.F. 39: Total Casts
. ,- 40. CDdDue or Refund
_ SO ANSWER... ,?
-
41.AFFIRMED and subsoribedto before mothls ?Lrl-i 44.Slgnstureol r I
N
Sheriff 47.Date
42. day as Juna Ir, 99
Y 19 45. SignaNro of York , ?.- 48.Date
u. County Sheriff
6/22/99
'
'
Pmepm AftryPuolk
t1yCOMMISSSON EXPIR 46. Ignetumo orelgn
County Shenff
50.1 ACKNOWLEDGE RECEIPT OF THE SHERIFFS RETURN SI GNATURE . .61 zte Rece ived
15.
OTHER( )
20.
5/26/99
!5/99
SEE REMARKS
yr Au I r1UNIitU ISSUING AUTHORITY AND TITLE
1. WHITE • IseW y
rtp Aumwny 2. PINK • Anomey 3. CANARY • SMrIKs Once 4. BLUE • Shenn's Od¢e
f,
COMMERCE BANKMARRISBURG,
N.A.,
Plaintiff
V.
R-GEE CONTRACTING, INC.,
Defendant
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PENNSYLVANIA
NO. q /5- 3 .:ZG .).,
CIVIL ACTION - LAW
RULE TO SHOW CAUSE
AND NOW, this day of 1999, upon consideration of Plaintiff,
Commerce Bank, Harrisburg, N.A.'s, Complaint in Replevin, a Rule is hereby entered upon
Defendant, R-Gee Contracting, Inc., to show cause, if any, why the relief requested in Plaintiff's
Complaint should not be granted.
RULE RETURNABLE the day of '1999.
BY THE COURT:
co
? o
z J
~ ?
°
c
n ao
x-nrn
3 m<
nzo
? .
a
cn T
s
isms 1
a
COMMERCE BANK/HARRISBURG,
N.A.,
Plaintiff
V.
R-GEE CONTRACTING, INC.,
Defendant
NO. 9 - JZOO
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PENNSYLVANIA
CIVIL ACTION - LAW
NOTICE
YOU HAVE BEEN SUED IN COURT. If you wish to defend against the
claims set forth in the following pages, you must take action within twenty (20) days after
this Complaint and Notice are served, by entering a written appearance personally or by
attorney and filing in writing with the Court your defenses or objections to the claims set
forth against you. You are warned that if you fail to do so the case may proceed without
you and a judgment may be entered against you by the Court without further notice for
any money claimed in the Complaint or for any other claim or relief requested by the
Plaintiffs. You may lose money or property or other rights important to you.
YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF
YOU DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR
TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN
GET LEGAL HELP.
Cumberland County Court Administrator
4"' Floor, Cumberland County Courthouse
Carlisle, PA 17013
(717) 240-6200
TRUE COPY FROM RECORD
in Testimony whereof, I here unto sst my hand
and t seal,of said CouJat Carils!1
Thi -' day o
notary
*Gft
COMMERCE BANKIHARRISBURG,
N.A.,
Plaintiff
V.
R-GEE CONTRACTING, INC.,
Defendant
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PENNSYLVANIA
NO.
: CIVIL ACTION - LAW
NOTICIA
LE HAN DEMANDADO A USTED EN LA CORTE. Si usted quiere
defenderse de estas demandas expuestas en las paginas siguientes, usted tiene viente (20)
dias de plazo al partir de la fecha de la demanda y la notificacion. Usted debe presentar
una apariencia escrita o en persona o por abogado y archivar en la corte en forma escrita
sus defensas o sus objeciones a las demandas en contra de su persona. Sea avisado que si
usted no se defiende, la corte tomara medidas y puede entrar una orden contra usted sin
previo aviso o notification y por cualquier queja o alivio que es pedido en Is peticion de
demanda. Usted puede perder dinero o sus propiedades o otros derechos importantes pars.
usted.
LLEVE ESTA DEMANDA A UN ABOGADO INMEDIATAMENTE. SI NO
TIENE ABOGADO 0 SI NO TIENE EL DINERO SUFICIENTE DE PAGAR TAL
SERVICIO, VAYA EN PERSONA 0 LLAME POR TELEFONO A LA OFICINA CUYA
DIRECCION SE ENCUENTRA ESCRITA ABAJO PARA AVERIGUAR DONDE SE
PUEDE CONSEGUIR ASISTENCIA LEGAL.
Cumberland County Court Administrator
4th Floor, Cumberland County Courthouse
Carlisle, PA 17013
(717) 240-6200
COMMERCE BANKIHARRISBURG,
N.A,
Plaintiff
V.
R-GEE CONTRACTING, INC.,
Defendant
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PENNSYLVANIA
NO.
CIVIL ACTION - LAW
COMPLAINT IN REPLEVIN
Commerce Bank/Harrisburg, N.A. (hereinafter referred to as "Commerce"), by its
attorneys, files the following Complaint:
1. Plaintiff, Commerce, is a national association with its principal offices at 100
Senate Avenue, Camp Hill, PA 17011.
2. Defendant, R-Gee Contracting, Inc., is a Pennsylvania Corporation with a
street address of 3 Richland Lane, Suite 101A, Camp Hill, PA 17011 and a mailing address
of 676A, Wellsville Road, Wellsville, PA 17365.
3 On or about March 17, 1997, the Defendant executed a Promissory Note in
favor of Commerce in the original principal amount of Nineteen Thousand Two Hundred
($19,200) Dollars, together with interest thereon and all other charges more particularly
provided therein(the "First Note"). A true and correct copy of the First Note is attached
hereto as Exhibit "A" and incorporated herein by reference.
4 The First Note is secured by a Commercial Security Agreement (the "First
Security Agreement") securing the First Note with, among other things, a 1983 Mack
I
i
Tractor (VIN #1M2N179Y2DA08556) (the "Mack
#142199) (the "Strick Trailer") Tractora 1971 Strick Trailer (VIN
Trailer" ( , and a .1973 Rogers Trailer (VIM #16854
The Mack Tractor, the Rogers Trailer, and the Strick Trailer) (the "1
collectively referred to as the "Vehicles"). gars
A true are hereinafter
Agreement is attached hereto as Exhibit "B„ and d and correct copy of the First
incorporated herein b Security
by reference.
5• The Security interest of Commerce in the Vehicles was
of liens on the titles with the Pennsylvania De
perfected by the filing
correct copies of the Certificates of Title Indic n tment of Trans o
P nation.. True and
Exhibit "C" and incorporated herein b g such liens are attached hereto as
by reference.
6• The First Note requires month!
amount of Five Hundred Ten Dollars and Tw en y C Payments from the Defendant in
the initial
y Cents ($510.20).
7. The Defendant failed to make ,
17, 1,998, May Payments due under the First
1998, October 17, 1998, June 17, 1998, July 17, 1998, Au
17, 1998, November 17, 1998, December 1 gust 17, 1998 Note on April
and September 17,
February 17'1999, March 17 , 1998 1999, and April 17 January 17, 1999,
1999, Such defaults are continuing.
8• On or about July 16, 1997, Defendant executed a Promisso
Commerce in the original P
y in
rincipal interest thereon and all other charges tp eift N° favor of
y Thousand ($50,000) Dollars , to
"Second Note" Particular! gather
)• The First Note and the Y Provided therein (the
to as the "Notes". Second Note are hereinafter collectively referred
A true d correct
Exhibit "D" and incorporato ted copy Of the Second Note is attached hereto as
herein by reference.
-2-
9. The Second Note is secured by a Commercial Security Agreement (the
"Second Security Agreement,") securing the Second Note with, among other things, all
inventory, chattel paper, accounts, equipment, general intangibles and fixtures of the
Defendant (collectively the "(WintPre ). A true and correct copy of the Second Security
Agreement is attached hereto as Exhibit "E" and incorporated herein by reference. The
First and Second Security Agreements are hereinafter collectively referred to as the
"Security Agreements."
10. The Collateral was continually perfected by the UCC-1 Financing Statements
filed with the Pennsylvania Department of State, Secretary of the Commonwealth, and
with the Prothonotary of Cumberland County. True and correct copies evidencing the
financing statements are attached hereto as Exhibit "F" incorporated herein by reference.
11. The Second Note was further secured by the Commercial Guaranty of
Robert G. Derrickson, Sr. and of Nancy J. Derrickson (the "Derricksons"). True and
correct copies of the guaranties of the Derricksons are attached hereto as Exhibit "G" and
incorporated herein by reference.
12. The Second Note requires monthly payments from the Defendant in the
initial amount of Four Hundred Four Dollars and thirty-three Cents ($404.33).
13. The Defendant has failed to make payments due under the Second Note on
April 16, 1998, May 16, 1998, June 16, 1998, July 16, 1998, August 16, 1998, and
September 16, 1998, October 17, 1998, November 17, 1998, December 17, 1998, January
17, 1999, February 17, 1999, March 17, 1999, April 17, 1999, and May 17, 1999. Such
defaults are continuing.
-3-
14. On or about June 12, 1998, the Defendant filed a Petition for Relief under
Chapter 7 of Title 11 of the United States Bankruptcy Code. Relief was ordered.
15. On or about November 23, 1998, Commerce and the Defendant entered into
a Stipulation providing, that the Defendant would make regular monthly payments on or
before the 17`h day of each month in the amount of $610.20 under the First Note until the
First Note was fully re-paid. A true and correct copy of the Stipulation is attached hereto
as Exhibit "H" and incorporated herein by reference.
16. The Stipulation also provided, that the Defendant would (i) assign to
Commerce all of its right, title and interest in all of its accounts receivable and inventory
as set forth in its bankruptcy schedules filed on June 18, 1998 (the "Accounts Receivable"
and "Inventory" respectively); (ii) consent to relief from the automatic stay for Commerce
to take possession and title to such assets; (iii) cooperate with Commerce in the collection
of such Accounts Receivable and Inventory and the liquidation thereof ; and (iv) execute
any and all documents necessary to effectuate the assignment of the Accounts Receivable
and Inventory to Commerce. A true and correct copy of the relevant Schedules are
attached hereto as Exhibit "I" and incorporated herein by reference.
17. An Order approving the Stipulation was entered on November 23, 1998. A
true and correct copy of the Order is attached hereto as Exhibit "J" and incorporated
herein by reference.
18. The Defendant did not make the payments specified in the Stipulation.
Although the Defendant assigned its rights in Accounts Receivable to Commerce, such
Accounts Receivable have proved to be worthless, contrary to Defendant's affirmation in
its schedules. Defendant has also failed to cooperate with Commerce in any way including
-4.
the collection of Accounts Receivable and Inventory, refusing, infer alia, to assign its
rights in Inventory to Commerce.
19. On January 12, 1999, the Defendant's bankruptcy was closed.
20. As of May 25, 1999, the total amount due and owing by the Defendant to
Commerce under the Notes was $57,034.60 plus interest, costs, late fees, and attorneys'
fees as set forth in the Notes.
21. With the passing of time, the value of the Vehicles and the Collateral
continues to diminish to the detriment of Commerce.
22. Commerce sent to Defendant its Notice of Intention to repossess and/or Take
Legal Action in accordance with 69 F.S. § 623 (G). A true and correct copy of said Notice
is attached hereto as Exhibit "K" and incorporated herein by reference.
23. Defendant has refused and still refuses to cure the default in the amount
indicated in said Notice.
24. Commerce is entitled to possession of the Vehicles and the Collateral.
25. As a result of Defendant's failure to make payments in accordance with the
Notes, its refusal to cooperate with Commerce pursuant to the terms of the jointly
brokered stipulation, and the diminishing value of the Vehicles and the Collateral,
Commerce is not adequately protected in its interest in the Notes.
-5-
26. Commerce will suffer substantial irreparable harm if the Defendant is
permitted to continue to possess the Vehicles and the Collateral, without making prior
timely payments therefor.
WHEREFORE, Commerce respectfully requests that your Honorable Court (i)
enter Judgment for Possession together with attorneys' fees, late fees, interest, costs of
suit, costs of repossession, costs of storage, and all other charges as provided in the Notes,
the Security Agreements or as provided by law; (ii) direct the Defendant to deliver the
Vehicles and Collateral to the Bank at a time and place convenient to the Bank; and (iii)
award such other relief as is just under the circumstances.
4nn?a ?. ? U4?
L. Gareis-Smith, Esquire
Mette, Evans & Woodside
3401 North Front Street
P.O. Box 5950
Harrisburg, PA 17110-0950
(717) 232-5000
Attorneys for Commerce Bank/Harrisburg, N.A.
DATE: 05/26/99
VERIFICATION
I, DAVID AMSDEN, a Vice President and Loan Officer of Commerce
Bank/Harrisburg,N.A. have read the foregoing Complaint in Replevin and verify
that the facts set forth therein are true and correct to the best of my knowledge,
information and belief. To the extent that the foregoing document and/or its
language is that of counsel, I have relied upon counsel in malting this Verification.
I understand that any false statements made herein are subject to the
penalties of 18 Pa. C.S.A. §4904, relating to unsworn falsification to authorities.
DATE: S I ll i
r-.
_-
David Amsden
Vice President and Loan Officer
Exhibit A
PROMISSORY NOTE
ocrmWCT: H-Gee Contracting, Inc. (TIN: 5-1626395) Lender; Commerce BenWts Ilsburg, National ASSoclallon
3 Montano Lane, Suite IOTA Mein OIfICcJCOmmerclai Cost call"
CAMP 11111, PA 17011 100 Senate Avenue
Camp HIII, PA 17011
Principal Amount: $19,200.00 Interest Rate: 9.500% Dale of Note: March 17, 1957
PROMISE TO PAY. n-Gee Contracting, Inc. ("Borrower") promises to pay to Commerce Ban illfarrlsbmg, National Assoclalton ("Lender"), or
order, In lawful money at the Untied States of America, the principal amount of Nineteen Thousand Two Hundred L 001100 Dollars (319,200.00),
together with Interest at the rare of 9.500% per annum on the unpaid principal balance from match 17, 1997, until paid In full.
PAYMENT. Borrower will pay this loan In 45 payments of $510.20 each payment. Borrower's flint payment is due April 17, 1997, and all
subsequenl payments are due on the same day of each month shot that. Borrower's final payment will be due on December 17, 2000, and will
be for all prlnclpal and all accrued Interest not yet paid. Payments Include principal and Interest. Interest on this Note is computed on a 3651360
simple interest basis; that is. by applying the ratio of the annual interest role Over a year of 360 dayi, mulllptled by the outstanding principal balance.
mullipl,ed by the actual number of days the principal belonco is outstanding. Borrower will pay LDAOer at Landers address shown above or at such
other place as Londe, may Oesrgnald in willing. Unless otherwise agreed Or required by applicable law, payments writ be ap0lmd first to accrues
unpaid interest, than to principal, and any remaining amount to any unpaid collo lion costs and late charges.
PREPAYMENT. Borrowor may pay without penally all or a potion of the amount owed senior than it is due. Early payments will not, unless agreed to
by Lender in writing, relieve Borrower of Borrowers obligation 10 conlmue to make payments under the payment schedule, Rather. they will reduce Iha
principal balance due and may result in Borrower making fewer payments,
LATE CHARGE. 11 a payment is 1S days or more late, Borrowor will be charged 6.000% of the regularly Scheduled payment.
DEFAULT. Barrows, will be in dafaull if any of Ilia following happens: (a) Borrower tails to make any payment when due. (b) Boupwel breaks am
promsa Borrower hey made to Leader. or Borrower fails 10 comply with or to perform when due any other farm, obligation, covenant, a conllbmh
contained In this Note or any sgmemonl (staled 10 this Note. or in any other agreement of loan Borrower has with Lender. to) Borrower defaults Imam
any loan. extension of credit. Security agreement, purchase or sales agreement, or any other agreement, in Inver of any other creditor of person that
may materially affect any of Borrowers property or Borrower's ability to repay this Note or Perri Borrowers obllgallons under this Note or any of the
Related Documents. of Any representation or statement made or furnished to Lender by Borrower or on Borrower's behalf is false W misleading in any
malereal respect either now or at the time made or IurmShed. (a) Borrows, becomes Insolvi a receiver Is appointed fa any pan of Borrowers
property, Borrower makes an assignment for the benefit of creditors, or any proceeding is commenced GMer by Borrower or against Dorrowar under
any bankruptcy or insolvency laws. (B Any croalor Ines to Use any of Borrowers property on or in which Lander has a lien or security mlnesl. This
includes a garnishment of any of Borrower's accounts with Lender. (g) Any gumanlor dies to any of Ina other events described in this default section
occurs with 'aspat to any guaronla of this Nola. (n) A malarial adverse change occurs to Darlover's financial condition, or Lenaa believes the
prospect of payment or performance of the Intlab MISS Is imparted. (0 Lender in good faith dooms itself insecuro.
If any default, other than a default In payment, Is curable and If Borrower has not been given a notice of a breach of rho same provision at this Nola
within the preceding Twelve (12) months, 11 may be cured (and no event of default will have occurred) If Borrower, After recaving written notice from
Lender demanding cuts of Such default: (a) cwras the default within ten (10) days; or (b) If the cure Peoples mad than Ion (10) days. Immediately
imlalos steps which Lancer deems in Lender's sole discretion to be sufficient to Curs Ina default and Iheroafter continuos and completes an reasonable
and necessary slaps sufficient to produce compliance as soon es reasons ly practical.
LENDER'S RIGHTS. Upon default. Lender may, after along such npllces as required by applicable law, declare the entire unp41d principal balance or
this Note and s9 accrued unpaid interest immedately due. and then Borrower will pay that amount. Upon default, Including failure to pay upon LhaI
rtalunly, Lander, M Its option, may also, 11 permitted under appllable law. increase Ina Interest rate on this Note 2.000 percentage points. The Inleres'
rata will not mead the maximum fare permitted by applicable law. Condor may hire a pay someone else 10 help collect this Note it Borrower does no:
pay. Darowsr also vol: pay Lander that amount. This Includes, subject to any limits under applicable law, Lenders atlornsys' fees and Lender's lags.
expenses whether or nor there is a lawsuit. including allom i loos and legal expenses fa bankruptcy promadings (Including sees 10 modify o'
vaats any sulomslic stay a Injunction), appeals, and any anticipated post-judgment collection Samoa. If nor prohibited by applicable law, Bot
also will pay any court costs, in addition to air other sums provided by law. II judgment is entered in Connection with this Note. Interest will continua Ir
acorm, on INS Note ader fudgmanl sI the existing Interest rate provided fa in this Note. This Note has been dellvered to Lender and accepted fit
Lender In the Commonwealth of Pennsylvania. If there Is o lawsuit, Borrower agrees upon Lender's request to submit to the Jurisdiction of the
courts of Cumberland County the Commonwealth of Pennsylvania. Lender and Borrower hereby waive the tight to any jury trial In any action,
proceeding, or counterclaim brought by either Lender or Borrower against the other. This Note shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania.
DISHONORED ITEM FEE. Borrower will pay a fee to Lander of $1000 if Borrower makes a payment on Borrower's loan and the check or
preaulhaaad charge with which Borrower pays is later dahunaed.
RIGHT OF SETOFF. Borrower gaols to Lender a contractual possessory security interest in, and Nrcbp assigns, conveys, dohvWS, pledges, aria
transient, to Lando, all Borrowet's light, Into and interest in and to, Borrower's ampules with Lender (whelhor checking, savings, or some other
account), Including without limitation all accounts med family with someone also and all amounts Borrower may open in the future, excluding however
all IRA and Keogh accounts, and all bust accounts for which the grant of a secunly interest would be prohibited by law. Borrower authorizes Lender. IC
the extant permitted by applicable law, to charge or setoff all sums owing on this Nola against any and all Such accounts.
COLLATERAL. This Noto o secured by 1983 Mack Tractor; 1971 Stekx Trailer and a 1973 Rogers Trailer.
MAXIMUM RATE OF INTEREST. Notwithstanding anything to the contrary conlamod Nfam or in any other document executed in connection with IN
Loan. IN effective role of interest on In. Lan shall not mined the maximum effective rate of IM6,651 permitted by applicable law or regulation. Tla
Borrower hereby @Wass to at" Lander written Police in the event that Bonowsr has actual knowledge that any Interest payment made to Lender will
respect 10 this Lan will Cause the total interest payment collected in any one year to be usurious under Applicable law, and Lancer noway Agrees not
to perfect knowingly any interest from the Borrower in IN form of lees or otherwise which will tender this Loon usurious. in the event that such maYm!
would be Wanmrs in Lender's opinion. Bank reserves the nght to reduce the Interest payable by the Borrower. Ihis provision shall survVe closing
nereuni and the repayment of the Loan.
GENERAL PROVISIONS. Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them. Bo owm and ant
other parson who signs, guarantees a 9nda5es this Nola, to the extent allowed by law, waive presentment. demand lot paymenl, protest and Police Fit
dishonor, Upon any change in the terms of this Ni and unless otherwise expressly staled in writing, no party who signs this Note. whether IS metal
guananla, accommodelmn maker or endorser. Sri be released Penn uabWy. All such Parties agree that Lender may fenow or extend (repeatedly and
for any mnglh of lime) this loan, Or release any pony a guarantor or Calalerat. a Impair, fell 10 realize upon or perfect Lender's security interact in the
muslaral: And take any other action doomed necessary, by Lendal without the consent of v notice to Anyone All such par lies suo Agree trial Leona:
may modify this loan Without the consanl or or notice to anyone other than the party with whom the modientmn IS made it any patron of this Note u
tor any reason determined to by unenforceable. It will nor affect the enioraab,my of any other pnov,aons of this Nola
CONFESSION OF JUDGMENT. BORROWER HEREBY IRREVOCABLY ALFTHOm2GS AND EMPOWERS ANY All ORNEY OR THE PROTHONOTAH?
OR CLERK OF ANY COURT IN TIIE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR BORROWER An EH
A DEFAULT UNDER THIS NOTE. AND WITH OR W1711OLR COMPLAINT FILED, AS OF ANY TERM, CONE ESS OR ENTLR JUDGMENT AGAINS'
BORROWER FOR THE ENTIRE PRINCIPAL BALANCE OF 11115 NOTE. ALL ACC14ULD INTEREST, LATE CHARGES. AND ANY AND ALL AMOUN%
EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THIS NOTE TOGETHER WITH INTEREST ON SUCII
AMOUNTS, TOGETHER WITH COSTS Of SUIT, AND AN A170RNEY'S COMMISSRIN OF TEN PFRCENI RD%I OF THE UNPAID PRINCIPA1
BALANCE AND ACCRUED IFJTREST It CR COL.I FC110N BUT IN ANY EVENT NOT LESS THAN FIVE HUNT D(X.LAPS 135001 ON Wi11Ch
JU
DGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE tFAMEDIATEI Y. AND F OH SO DOING. THIS NOTE OR A COPY OF Le!.
NOTE
AGA NST VERIFIED SHALL AFFIDAVIT BE EXHAUSTED DV ANY EXERCISE OF THAT AUTHORITY AUTH ORITY. BUT SI AI L CON7 NOTE TO FROM CONFESS 11ME TO TIME AW
AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS NOTE. BORROWER HLHEDY WAIVES ANY RIGHT 8013HOWEI
MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER
REPRESENTATIVE OF LENDER SPECIFICALLY "LLD THIS CONFESSION OF JUDGMENT PROVISION TO BORROWEH'S ATTENTION CA
BORROWER HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. 111E LIEN ARISING 1'I70M ANY JUDGMENT CONFESSED OR
ENTERED PURSUANT 70 THE FOREGOING AUTHOHITY SHALL NOT EXTEND TO ANY OF BORROWER'S RESIDENTIAL REAL PROPERTY AS
THAT TLRM IS DEFINED IN TIIE PENNSYLVANIA ACT OF JANUARY 30. 1974 IPA UWS q. NO. 61. REFL FIRED 10 AS THE I DAN INTEREST AND
x
PROTECTION `droll LAW, A AS S ' AMCNr AI!rO. AND Nl THE HOIDER CIF ANY JUDGMENT CONFESSED FM TNIE 1 PURSUANT TO THE FORGOlliC,
,11 1" it., .I ,trig- a -r •, -:, r.r n a ,,,,
?li r X11 114n? rvu .. il??i 11- li(Crl:1111
Exhibit B
COMMERCIAL SECURITY AGREEMENT
Principal , ..Loan hale Maturity Loan No Ce11 Collateral ,Account Officer I Initiate
' "519200.00 113-17-1997 12-17-2000 .2725388 at 116
I References in the shaded area ere for Lenders use only and do not limit the spill ceblllry of this document to any particular loo o Sam
Borrower: R-Gee Contracting, Inc. (TIN: 25-1626025) Lender: Commerce Bank/Harrisburg, National AssuClHlon
3 Richland Lane, Sidle t01A Mein Omce/Commertlal Coat Center
Camp Hill, PA 17011 100 Sonals Avenue
Camp Hill, PA 17011
THIS COMMERCIAL SECURITY AGREEMENT IS entered Into between R-Gee Contracting, Inc. (referred to below as 'Grantor'); and
Commerce Bankntanlshurg, National Association palerled Io below as'Lanaer'). For Valuable Consideration, Grantor grants to Lander a
SaCUnty Interest In the Collateral to secure the Indebtedness and agrees that Lender shall have the rights slated in this Agreement With
respect Io the Collateral, In addition to all other night& Which Lander may have by few.
DEFINITIONS. The lollowinp wards shell have the following meanings when used In this Agreement. Terms not chemise defined in this Agreement
shell MW the Meanings attributed to Such terms in ins Uniform Commercial Coda. All references to coast amount$ Shall mean amounts in lawful
money of the United Stales of America.
Agreement. The word 'Agreement' moans Ihts Commercial Security Agreement, AS INS Commercial Security Agreement may be amended or
incurred from time 10 time, together with all esmblls and achadula allachad to this Commercial Security Agreement hard time to lime.
Collateral. The word 'Collateral- means the following described properry of Grantor.
1963 Mack Traclor VINl 1M2N179Y2DAOB5567
1971 Strlck Troller VINe 142199
1673 Ropers Troller VINS 16661
In addition, the word'COllalarar includes all the following, whether now owned or hereafter acquired, whether now existing or hereafter swing,
and whenever located:
(a) AA accessions, accessories, increases. and additions to and all replacements of and subs9Wtlons for any property described soon.
(b) All products and produce of any of he property described In this Collateral section.
(c) Ali accounts, general intangibles, Instruments, rents, monies, payments, and all other rights, arising out of a sale, lease, or other
dlspoellion of any of the property described in this Codalaral Section.
(d) NI proceeds (Including insurance proceeds) from the sale. destruction, loss, or other disposition 01 any of the properly described In Ines
Collateral section.
(e) AN records and data relating to any of the property described in this Collateral section, whether in the form of a writing, photograph,
microfilm, microfiche, or electronic meow, together with all of Grantor's right, title, and interest In and l0 a0 computer soflwam requtraa to
utW7a, waste, maintain, and process any such records or data on electronic media.
Event of Default. The words "Event of Default' mein and include withoul Gmilabon Any of the Events of Default Set forth below in the soc6Gn
Wood -Events of Default.'
Grantor. The word 'Grantor' means R-Gee Contracting, Inc., its successors and assigns
Guarantor. The woro'Gusranfor' mans and includes without limilatoo each and all of the guarantors, suraugs, and accommodation parties in
connection with the indebtedness.
Indebleaneea. The word 7noe31adncs' moans the Indsblaonass avldanced by the Nola, 1s7uchng ac principal and Interest, together with eB
Diboll InOAbtetlMes and costs and expenses for which Grantor a msporWdle under ims Agreement M under any of IM Related Documan s. In
auction, IM word "Inaebtedness' include AN Omer obligshons, debts and 6abAdies, plus Interest thereon, of Grantor, or any oM at more of
DAM, to Lender, as wee as all claims by Lender against Grantor, or any one or more of Mo m, whefner ewling now M later, whether they are
Voluntary or Involuntary, due or not an, direct or mania. absolute w contingent, Lowered or unfi0uidateo; wMIW 3111 may be Wble
indlviduahy or Jointly with Moen whether Grantor may be obligated as guarantor, &wary, awornmodation party or otherww: whather rocovery
upon such Indebtedness may be w hereafter may become boned by any statute of limitations; and whether such mdableaMU may be or
hereafter may become ol0etVnse unenforceable.
Lender. The word 'Lender' mesa Commerce Bank/Hamsburg, National Assorail Its successors and ampns,
Nola. The wool *Nola* means the note or Croat agreement All March 17, 1997, In the principal amount of 31g,200DD from R.Gee
Contracting, Inc. to Lender, together mlh all ntawats of, eslens one of. modd,calions of, rsflancmgs of, cresol dauons of ono Aubstluom, for
IM note Or risen epmemeri
Related Documents. The words 'Related Documents' mean and Include without fimllabon all promissory notes, mall agreements, loan
agreements, anthrbnmenlal agreements, guaranties, Security agreements, mongaga, a el of Vust, and all other InStnima b, agreements and
documents, whether now or hereafter exlsonp, exaculad in Contraction in line nd8bIsdfr
RIGHT OF SETOFF. Grantor hereby prcnts Lander a contractual possessory security mu l in and hereby stol conveys, dellven, pledges, and
pMhn SO of Grant&& right, title and interest in and to Grantors accounts win Lender (whether MMCking, savings, M some Other account). Including
all aOOounis role jointly with someone Sure and alt amounts Gramm My OpSn In the lulure, svJUMng, however, all IRA and Keogh amounts, and at,
tuft Accounts lot which IM grant of a security interest would be prohibited by law. Grantor aNhcnuas Under, to rite extent permitted by apptifAbla
law, to Charge M plod all IMabuoness point any and all such accounts.
OBLIGATIONS OF GRANTOR. Grantor warrants and covenants to Lender as follows:
Pen0caon at Security Interest, Grantor Sprees to eaOCUtS such financing slalantents and 10 lake Whatever Other Action 816 reouesla by
Lander to perfect and continue Lendef'S security interest In the Coluilaral. Upon red0151 01 Lander. Grantor will deliver to LeMb any and all e:
IM documents eVarenbng or constituting 1M Collateral, and Grantor will note Lenders interest upon any and all chattel Planar 0 nor Oal,nlad 10
Lander for poSSessmn by Lenael. Grantor hereby appoina Lender as Its mayOUble allorms us.ISOI for the purpose of ekeduling any
dccuments necessary to perfect w to continue me socuniy interest granted in IN, Agreement, Lender may at any time, ono without WnM'
•lliq]^,IAl,,yn in, i, aNC' ruf a n,r., Cnp'rdnpnP Or ptnm rnprp]uCI,On or ant tnencing statement or or Iii,. Agreement of use at a
03-17-1997 COMMERCIAL SECURITY AGREEMENT Page D
Loan No 2725988 (Continued)
It Lando, coat not consent to repair or topwcomenl of the Collalora Lender $111111 plain a St'NoOnl amount 01 rho PfOCOsos to pay all 01 the
Indebtedness, and shall pay the balance to Grantor. Any proceeds which have not boon disbursed within six (6) months after their facelpt and
which Grantor hat nor Committed to the repair or restoration 01 the Collateral shall Do mod to prepay the laeablednais.
Insurance Reserves. Lenoer may require Grantor to maintain with Longer reserves for payment of insurance premiums, which reserves $hall bit
created by monthly payments from Grantor of a sum estimated by Lender 10 of sufficient to produce, el least fifteen (IS) days before the
premium due dale, amounts at least equal to the Insurance premiums to be paid. 11 fifteen (15) days before payment is due, the reserve funds
ate insufficient Grantor shall upon demand pay any dolicroncy to Lander, The reserve funds that( 00 from by Lando, at A general eoP0511 Ship
Shall COnslltule A nail Mareal-beanng account which Lando, may utaly by payment of the insurance premiums required 10 be paid by Grantor
as they become due. Lancer does not hold the reserve funds in bust for Grantor, and Lander is not the agent of Grantor Ia payment of the
insurance premiums required IO De Paid by Grantor. The responslabty for The payment Of premiums shall remain Grantor's sole responsibillly.
Insurance Reports. Grantor, upon request of Lander, shall furnish to Lancer repDrts on each exuhng policy of insurance showing such
IDformalion as Lender may reasonably request including the following: Ili) Ina mine 01 the insurer, (b) the looks Insured; (c) the amount of the
policy; (o) the property insured; (a) the then current value on the basis at which insurance has been obtained and the manner of determining
trial value: and (1) the expiration dale of the policy. In addition, Grantor shall upon request by Lenoir (however not more Orion than annually)
have an independent appraiser satisfactory 10 Lander determine, as applicable, the cash value at replacement cost at the Collateral,
GRANTOR'S RIGHT TO POSSESSION. Until Default, Grantor may have possession Of the tangible PaMOMI property and baneacul use of all the
Collateral and my use lr In any lawful manner not inconsistent wllh INS Agreement or the Related Documents, provided Thal Grantors nghl to
possession and beneficial me shag not apply to any Col AIWAI where possession Of Ins CWlatarel by Lender it required by law to perfect Lender's
security interest in such Collateral. II Lancer at any time hat possession of any Collateral, whether before w she, an Event of Default, Lander shall be
doomed to nave exercised reasonable care in the Custody and pmservalion of the CWllloral If Lander laku Such aCeon tot that purpose AS Grantor
Shan request OF As Lander, in Lenders sole discretion, shall steam appropriate under the arcumsIAMOS, but bnuro 10 honor any request by Grantor
shall not of Ilsoll be deemed to be a lailurs to exercise reasonable Care. Londe, shall not be requvad 10 take any steps naCOSSarY 10 pteurva any
nghts in the Collateral against prior ponies, nor to protect, preserve or maintain any secunly interest given It secure Ina Indabladnus.
EXPENDITURES BY LENDER. 11 not discharged a paid when due, Lender may (but shall not be obligated to) discharge Or pay any amounts
required to be Discharged or paid by Grantor under this Agreement, including without timilabon all lugs, bens, security interests, socumbrances, and
other claims, al any lima faneo or placed on the Cotlaleral. Lancer also may (but shall not be obllgeled to) pay AS Coors far insuring, maintaining and
pruemng the Collateral. NI such expenditures incurred to paid by LonDat lot such purposes will then boar interest at the rate charged under IN
Note Imm the dale incurred or paid by Lender to In* Data of repayment by Grantor. All Such expenses shad become a pan of the Indebladnesi enc.
At Lender's option, will (a) be payable on demand. (of be added to the balance Of the Nora and be apportioned among and be payable with any
Inilallmant payments to become due during either (1) the form Of Any applicable Insurance policy Or (a) the remaining term of the Note, of (c) bo
treated AL a balloon payment which will be due antl payable at the Nola's malunty. This Agreement also will secure payment of these amounts. Such
Fight shall be in addition to all Other rights and,emedas to which Lender may be entitled upon the oocurmnca of an Event of Default.
EVENTS OF DEFAULT. Each of the following Shall constitute an Event of Default under this Agreement:
Default on Indebtedness. Fanure of Grantor to make any payment when Due on Ins Indebtedness.
Other Defaults. Failure of Grantor to comply with of to perform any other term. obligation. Covenant or condition Contained in this Agreement a
In any of the Related Documents or in any other agreement between Lender And Grantor.
Default In Favor of Third Parties. Should Borrower or any Grantor default under any loan, extension OI credit, security agreement, purchase ce
ules agreement, or any other agreement. in lava of any other Creditor or parson mat may materially aeeCl any of Ber,Ower't property or
Borrower's or any Grantor's ability ro repay the Loans or penom their respective obligations under this Agreement or any of Ins Related
Documents.
False Statements. Any warranty. representation or Statement moue or Unmsnatl le Londe, by or on bahall of Gramm under this Agreement, the
Note a the Rsu od Documents Is False or misleading in any mroul respect, either now a at the time maps or furnished.
Detective CollsterNlsallon. This Agreement or any of the Related Documents ceases to be in lull face and affect (including failure of any
Collateral documents to press, a valid and C.Nmisd Security interest er lion) at any time and for any reason
Insolvency. The dasoluliun a termination of Grantor's enslance AS e going bull the insolvency 01 Grantor, her appointment of • reca ier
fa any part of Grantors property, any assignment 1a the Caught of Creditors, any type Of Creditor workout, Of In* COmrnen omen at any
proceeding under any bankruptcy or insorvancy laws by a against Grontor.
Creditor or Farfelture, Proceedings. Commareeloanl of Disclosure of forisilwo pta:eaeings, whether by judiwl proceeding, wit-help,
repossession or any other MANIC, by any creditor of Grantor or by any governmental agency apamS1 the Collateral Of any other Collateral
Muting Ina Indebtedness. Trots includes a garnishment of any of Grantor's deposit accounts with Lander. However, Ines Event of Default Chair
not apply it there a a good bon ampule by Grantor as to Iha validity or reasonableness of Ina claim wheh is the basis 011ne creditor a lortahurs
proceeding and If Grantor gives Lander wnhan notes of Ina creditor or Wafture proceeding and Coomits with Lender monies a A surely bona
for INA Croalpr or lonmlure proceeding, in an amount Determined by Lender, to I% sole dacralion. AF. being in adequate reserve or bond 101 the
depute.
Events Antenna Guarantor. Any of IN preceding events occurs with taspocr to any Guarantor of any of the Indebtedness a such Guarantor
dos or becomes Incompetent. Lender, At its option, may, but shall nor be momred to, permit the Guarantors estate 10 Attuma unconditionally
Ins 0011gationf enimg under IN guarerny in a manner satisfactory 10 Lender, and, in doing 50, cure the Event 01 Deaorr.
Adverse Change. A material adverse change Occurs in Grantor's f nui condition, or Lender believes IM prospect of payment or
performance of INS Im0abfaonest a Impaired.
Insecurity. Lancer, in good Win, deems risen insecure.
Right to Cure. If any default, other Inan a Default on Indeblodness, Is Curacao and a Grantor hat not been given a prep, notice at a breach of the
Items provision 01 INS Agreement, II may be cured land no Event of Default will have oCUr,ea) if Grantor, error Lancer eanos moron notice
demanding cure of such default, of Cures me default within tan (ID) gar-: or it), it the cure requires more thin ten (10) pays. ImmedWNy
Instal#A Steps Which Lander Deems in Lancer's tea Durelion 10 be sufficient to cure the Default and thereafter continues amp Complain all
rutolable ono na0esun' giant tumcrenl to produce compliance all Loon L• reasonably practical
RIGHTS AND REMEDIES ON DEFAULT. it on Event or Default Occurs under ma Agoemem, at any lima thboAf aq Lancer snap have At In* rights of
a secured parry most in. hiannsyl.ama Uniform Commercai COO. In 100nen ono wllhuul ],mnalian. Lando, may uam,se Any one or mad or Ina
Following nghts and nmaaas.
At[eb,sle Indable0ness Lenpn' mm droa,a no aloe,. lnrirpere^ incwI ng ant prrpsvmanl pe"", whirr. Gamor would be r,,nAI to
09-17-1997 C 4MERCIAL SECURITY AGREEMI P Page 5
Loan No 2725988 (Continued)
cannot be so modified, II shah be sincken and all other provisions Of this Agreement in all other respect, shall remain valid and enforceable.
Successor Interests. The terms of this Agreement shall be binding upon Gantor, and upon Grantors heir, personal rapmsenYUves.
successor, and assigns, and shah be enlwcea0b by Lander and It, summers and assigns.
Waiver. Lender shall not be doomed to he" wane d any nghla under the Agreement unless such waiver is given in writing and signed by
Lander. No celay or omission on the pan of Lander in eamosing any fight shah operate At a wsiWr Of such light or any Other right. A waiver by
Lender of a provision of this Agreement shall not prejudice or considul a waivor of Undoes right olnemse to demand pact Compliance win
that provision at any other provision of this Agreement. No pilot waver by Lander, nor any course of dealing befwMn Lender and Grantor, shall
Constitute t waiver of any of Lender's rights or of any of Grantor's obligations at to any future transactions. Whenever Ire cement of Lender of
required under the Agreement, the granting of such consent by Lender in any instance still nol constitute conniving consent to subsequent
instances where such consent is required and in all dean ouch content may be granted Or withheld In the sole cawation of Lender.
GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS COMMERCIAL SECURITY AGREEMENT, AND GRANTOR
AGREES TO ITS TERMS. THIS AGREEMENT IS DATED MARCH 17, 1997.
GRANTOR:
R-Gee Contract rmN
By:
abet Derri n, Sr, Premdont
ATTEST:
"•`7%n w ,...i/': sr[ ?:",i' l ..?f "? ?-? (
)
tory Corporate Said
SCGelary o ?Aai?stanl Secre
LENDER:
MI?YII.i[?i1 ??4 Yn YAM?O fl??? IV C?CII?
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Exhibit D
Jc i_
PROMISSORY NOTE
F Principal Loan Date Maturity Loan No Call Collateral Account Offlcor. Inltlale:,
$50 000.0 0 07-16-1997 2707095
Ralesces In Iha Enaaa area are for Lender's use only and do not limit the applicability of IMS tlocumanl loan padicular Ioan64or item
Borrower: R-GEE Contracting, Inc. Mend Lane, suite 0 10 IA (TIN: 25-I670]95) Lender: Commerce BenkMardebulg, National Assecletlon
Camp p Hill, ntl PA Lane 170011, main Office/Commercial Coal Center
C HI1
P.O. Box asge
Ill Senate Avenue
Camp Hill, PA 17001-99¢6
Principal Amount; S50,000.00 Initial Rate: To.soo% ---
PROMISE TO PAY. R-GEE Contracting, Inc. ("Borrower" Dale of NOCiai July 16, 1997
order, In lawful money of the United Slates of America, the prl clpal amount of Filly Thousand & 001100 Dolls s 050,00000) ar So(Much aender-1, ay
be outstanding, together with Interest on the unpaid outstanding principal balance of each advance. Interest shell be calculated from Iha dale
of each advance until repayment of each Advance.
PAYMENT. Borrower will pay IIf loan an dem
unpaid Interest on July 1e , t 99fi I n adtllllon and, or II no demand Is made, In one Payment of all oulslnnding Principal plug all accrues
. , Borrower will pay regular monthly paymenla of accrued unpaid Interest beginning August 16,
1997, and ell subsequent 'mares' payments are sue on the same day of each month after Ill Interest on this Nate IS Computed on a 3651360
Simple Inleresl basis; real is. b, Applying Ina hallo of the annual Inleresl tale over a year of 360 days, multiplied by the 0ulslanamp principal balance,
mulbphen by the -.lust number CI Jaye in. pnnclPal balance rs oulsfantllnp, Borrower well peY Loner of Llied by he outaddress Shown above or at such
.no t M as m ay oaslpnele in writing ' mount to
Unless otherw ise agreed or required by applicable law, payments will be applied (hall to accrued
AR A Inlorest, than Lender to pnnc ipe l, and a nyremm a -lay unpald coilimton Costs and tale charges.
V COMMERCE ARIABLE INTERESTR
BANH/HA RATE. G The inlaresl is I - o ON
n This Nol is subject 10 change from lime to time based on changes in an index which is the
" l hall, NATIONAL ASSOCIATI O RETAIL PRIME RATE' (the Mndei ). The Commerce Bank/Han aburg, National Onto or socia li on Retail Prime RaO, her-inalI r ralerred to as'COmin Bonk Prime" shall be that rate which Lender establishes as IIS Prime Rate. wnelher
or not pu Mrow . The as tab Sh.anj and a 1, I'M. 1 . pu0licallon of Commerce Pdme Rate by Lender shall not in any way Preclude or limit Lender from landing to
cells. borrowers, Irom Irmo to lima, el a tale al inlaresl less than the Commerce Bank Prime Rate. The Applicable Role of Inleresl shall change on the
dale an which any change In Iha Commerce Bank/Harrisburg, National Association Retail Prime RAte shall become ofle09v,.
changes on a day other than a peymenl dug dale under this Note, inlwesl shall be calculated on a per diem basis (or such When Slid Inlorest role outstanding hereunder dividedby360 days and mulliPlled bythe then applicable rate of Interest described herein; provided. month. To the extant
permitted by Pennsylvania law, Interest Shall be Calculated by the method known as the 'Banker's Rule' using the actual days the principal batance, is
such Calculation is not permitted by Pennsylvania law, interest hereunder shall be Calculated on the basis of a 365 or 366 day howon year, er That O .
extent
on Casa the may lea
Lander will tell Borrower the current Index rate upon Borrower's request. Borrower understands that Lender may make lane a,. 11 the
-Char relay be
well. The Interest rate change will not occur more often than each day. The Index currently Is 9.000% per annum. The Interest role to be Spotted
this based as
to the unpald principal balance of
annum star Note will be el a role of 1.500 Percentage points over the Index, reselling 61 An Initial rate of IO.SOO%per
, NOTICE: Under no n¢umtancas will the interest rata on this Nola be mcs than the maximum rate allowed by applicable law.
PREPAYMENT. Borrower may pay all or a portion of the amount owed earlier then it Is due. Early payments will not, unless agreed to by Lender In
writing, relieve Borrower of Borrower's obligation 10 continuo to make payments of accrued unpaid Interest. Rather, they will reduce the principal
balance due.
LATE CHARGE. If a payment Is 1s days or mss late, Borrower will to charged 6.000% of the regularly scheduled payment.
DEFAULT. Borrower will be In default it any of the following happens: (a) Borrower falls to make any payment when due. (b) Borrower breaks any
psmisa Borrower
this has matle g Lontler, or Borrower falls to comply with or to perform when due any other term, obligation, Covenant, ar condition
any loan, contained in this extension Nola of or cratlllany, a securKUlmenl related to this Note, of in any other agreement of loan Borrower has with Lender. (c) Borrower defaults under
ity agreement, purchase or sales agreement, or any other apreemanl, In favor of any other creditor ar person that
may materially Wild any of Borrower's property or Borrower's ability to repay this Nola or perform Borrower's obligations under this Note w any of the
Related Documents. (d) Any represanlatlon or statement made or lurnlshed to Lender by Borrower w on Borrower's behalf is lots, or misleading In any
material s5peCt either now w at the time mad, w furnished, (e) Borrower becomes Insolvent, a receiver is appointed for any part of Borrowers
Properly, Borrower makes an assignment for the benefit aI creddors, or any proceeding is commenced either by Borrower or against allows, under
any bankruptcy or insolvency laws. (t) Any creditor bias 10 take any of Borrower's property on or in which Lander has a (en w security interest, This
includes a garmShmml of any of Borrower's accounts with Lentler. (g) Any guarantor dies or any of file other events described in this default section
occurs with respect to any guarantor of this Note. (h) A malarial adverse change occurs in Borrower's financial condition, or Lender believes the
prospect of payment or performance of the Indebtedness Is impaired. (1) Lender in good Win deems Itself insecure,
11 any default, other than a default in peymenl, is curable and it Borrower has not boon given a notice of a breach of the same provision of this Nola
within the iff"ding twelve (12) months, 11 may be cured (and no avant of default will have occurred) II Borrower, alter receiving whiten notice from
Lender demanding Cure of such default: (a) cures the default within Ion (10) days; or (b) If the cure requires more than ten (10) days, Immehmalal
indiale5 steps which Lender deems in Lender's seie discretion to be sufficient to cure the default and thereafter Continues and completes all reasonable
and necessary steps sufficient to produce compliance as soon as reasonably practical.
LENDER'S RIGHTS. Upon tlefaull, Lender may, alter giving such nolices As required by applicable law, declare the entire unpaid principal balance on
this Note and all accrued unpaid Inleresl immediately tlue, and than Borrower will pay that amount. Upon dofouil, including failure to pay upon final
maturlly, Lender, al Its opuon, may also. If permitted under applicable law. Increase the variable interest rate on this Note to 3=1 percentage points
over the Index. The interest late will not exceed the maximum rate permitted by applicable law. Under may hire w pay [OmeO W else to help collect
this Note 11 Borrower does not pay. Borrower also will pay Lender that amount. This Includes, subject to any limits under applicable law, Lender's
attorneys' lees and Lender's legal expenses whether or not there is a lawsuit, including attorneys' lees and legal expenses far bankru0luy proce adings
(including efforts to modify or vacate any automatic stay w Injunction), appeals, and any antunpaled post-judgment eollec(on services, It not
prohibited by applicable law, Borrower also will pay any court costs, in addition to all other sums provided by 4w. If judgment Is entered In conryc(on
with This Note, Interest will continue to accrue on this Note after judgment all the interest role appliobto to this Nola a1 IM I.ma judgment is entered.
This Note has been delivered 10 Lender and Accepted by Lender In the Commonwealth of Pennsylvania. If there Is a lawsuit, Sommer agrees
upon Lender's request to submit to the Jurisdiction 01 the courts of Cumberland County, the Commonwealth 01 Pennsylvania. Lender and
Borrower hereby waive the fight 10 any jury trial In any action, proceeding, or counterclaim brought by either Lender or Borrower against me
other. This Note shall be governed by and construed In accordance with the laws of the Commonwealth of Pennsylvania.
DISHONORED REM FEE. Bwruwer will pay a rep to Lender of $10.00 It Borrower makes a payment on Borrowe's loan and to check w
presuthonzed charge with which Borrower pap is later dishonored.
FIGHT OF SETOFF. Borrower grants to Lender a contractual possessory security Interest in. and hereby assigns, Convap. Olives, pledges, and
transfers to Lender all Borrowers right. Mlle and interest in and to. Borrowers amounts with Lender (whether checking, savings, or some chef
account), including without limitation all accounts held jointly with someone else and all accounts Borrower may open in IM future, excluding however
all IRA and 1(ecgh accounts, and all trust accounts for which the gran) of a security interest would be prohibited by law. Borrower,u:hontas Lentler, to
the extent permitted by applicable law, 10 charge or setoff all sums owing on this Nola against any and all such accounts.
COLLATERAL. This Note is Socumd by UCC's on Business Assals; Personal guarantees by Robert G. Dernckson, Sr. and Nancy Darrickxon.
LINE OF CREDIT. This Note evidences a revolving line of Credit. Advances under this Note may be mquesl6d orally by Borrower w by an authored
pefson Lender may, but need not, regWre that all oral requests be Confirmed In whiling. All communications, instructions. w trio lam by telephone w
o.erwna IO Lender are to be d,rKIld to Lender S Office shown above. The foliowmg pony or panles a', authorized to requesl advances under the Imp
of credit until Lender receives from Borrower at Lende, s address shown above Willem notice of revoalmn of their allthonly: Robert G. Derrlaa0e,
S6, President. Borrower agrees 10 be liable for all SUMS either: (a) advanced in accordance with the instructions of an oumwged parson of (b)
Cooled to any of Swroww's accounts wtM1 Lender. The unpald principal balance owing an this Nola at any him may be ewdowad by ondo,""Itt
on this Nola W by Lenders miernal racein, including Very computer pant-outs. Lender will nave no obligation 10 advance lunds uncle In* Note it
(a) Borrower or any guasntw a In deleutl under the terms of this Note or Any allotment that Borrower or any guarantor has with Lentler, including any
agreement moos in connection with the Signing of this Nola; (b) Borrbww or any guarantor ceases doing business w is msolvenll ml any guarantor
sacks. Claims or otherwise allpmon Io limit, modify or ravwe such guarantor's guarantee of this Note w any other loan wire Lenae; (0) Borrower has
applied funds provided pursoart 10 this Note for purposes aihar than those authored by Lender; or (a) Lender in good fifth tleems Itself msetur,
under Ind Note W any other agioemenl between Lender and Borrower.
ANNUAL PAYOUT PERIOD. Borrower Shan lea ragw,aa to mdua the outstanaln
c0^6lCghve al period Our.p "Ch pee Of Iha Lmn of Credit 0 Ohl^mal balance uatllr this Line of Credll to Sara IOf z IM1rcly (301 .'1
GENERAL PROVISIONS. This Note m payable on demand. The inclusion of specific default provisions or rights of Lender shall not preclude Lander's
tight to declare payment of this Nola on its demand. Lander may di or forgo snfordng any of Its rights or remedial under this Nola without losing
them. Sonower and any other person 'no signs, guarantees or andiii this Note, 10 the extant allowed by law, waive presentment, demand for
payment, protest and nnlica of dishonor. Upon any change In the terms of this Nofa, and unless othewlse expressly staled In writing, no party who
signs this Note, whether as maker, guarantor, accommodation maker or andersar, shall be released from liability. All such parties agree that Lander
may mnew at extend (repeatedly and for any length of lime) this loan, or 1916ess any party or guarantor or collateral; or impair. lag to realize upon or
pe foct Lender's security interest in Ina collateral; and lake any other action deamed necessary by Lander without the consent of or notice to anyone.
All such partial also agree that Lander may modify this loan without the consent of or nonce to anyone ocher than the party with whom the mocileullon
Is made. If any portion of this Nato is lot any reason determined to be un nift rcuabb, it will not Affect the enforceability at any other proMarons of this
Nolo.
CONFESSION OF JUDGMENT. BORROWER HEREBY InnEVOCASLY 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 BORROWER AFTER
A DEFAULT UNDER THIS NOTE. AND WITH OR WITHOUT COMPLAINT FILED, AS OF ANY TERM, CONFESS OR ENTER JUDGMENT AGAINST
ennnn,YCe coo Tuc cuTIRP PRINCIPAI RALANCE OF THIS NOTE. ALL ACCRUED INTEREST. LATE CHARGES, AND ANY AND ALL AMOUNTS
7_16-1997 PROMISSORY NOTE Page 2
Loan No 2737095 (Continued)
ONE OR
ALL TIMES UNTIL PAYMENT IN FULL OF
Y HAVE TO NOTICE OR TO A HEARING
TO
NO.
PROTECTION LAW, AS AMENDED. AND THE HOLDER OF ANY JDUUMtNI curvrtnatu un em entu runounm v vneulnE
AUTHORITY SHALL NOT, IN ENFORCEMENT OF ANY SUCH JUDGMENT, EXECUTE, LEVY OR OTHERWISE PROCEED AGAINST ANY SUCH
RESIDENTIAL REAL PROPERTY; PROVIDED, HOWEVER, THAT THE LIEN OF SUCH JUDGMENT SHALL EXTEND TO SUCH RESIDENTIAL REAL
PROPERTY AND THAT THE HOLDER THEREOF SHALL BE PERMITTED TO EXECUTE, LEVY OR PROCEED AGAINST SUCH RESIDENTIAL REAL
PROPERTY FROM AND AFTER THE ENTRY OF A JUDGMENT AS CONTEMPLATED BY SECTION AD? OF SUCH LOAN INTEREST AND
PROTECTION LAW AND RULES 2981 TO 2986 OF THE PENNSYLVANIA RULES OF CIVIL PROCEDURE, OR SUCCESSOR OR SIMILAR STATUTES
AND RULES. NO LIMITATION OF LIEN OR ANY EXECUTION, LEVY OR OTHER ENFORCEMENT CONTAINED IN THE IMMEDIATELY PRECEDING
SENTENCE SHALL APPLY WITH RESPECT TO ANY JUDGMENT OBTAINED OTHER THAN BY THE FOREGOING AUTHORITY TO CONFESS OR
ENTER JUDGMENT.
PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE
INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE NOTE AND ACKNOWLEDGES RECEIPT OF A COMPLETED
COPY OF THE NOTE.
THIS NOTE HAS BEEN SIGNED AND SEALED BY THE UNDERSIGNED.
BORROWER:
R-GEE Conlra g, c.
e (SA)
By Reba N .Oerr c eon. • . PIcaltleol
ATTEST:
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ecrelerypr Ac lent Sectelery
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BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL
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CON. ERCIAL SECURITY AGREE, :NT
Principal
$50,000,00 Loe , Oato
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Item.
Borrower: R-GEE Contracting, Inc. (TIN; 25-1626]96)
d Richland Lane, Bulls 9101A
Camp Hill, PA 17011
Lander: COmmele, Bank/INrrI91111[0, National Association
Main ODIcelCOMMercul Cost Center
P.O. Box 6066
100 Sonata Avenue
Camp Hill, PA 17001-9966
THIS COMMERCIAL SECURITY AGREEMENT Is entered Into between R-GEE Conlueling, Inc' Neterred to below as 'Grantor'); and
Commerce Bank/Harrlsburg, National Assocmllon (referred to below AS 'Lend".). For vslutl0le conWderallon, Grantor grants to Lender a
security Interest In the Collateral to secure the Indebtedness and sprees that Lender shall have the rights stated In this Agreement with
respect to the Collateral, In addition to all other rights which Lender may have by law.
DEFINITIONS. The following words shall have the following meanings when used In this Agreement. Terms not otherwise defined in this Agrwmenl
sail he" the meanings attributed to Such forms In the Uniform Commercial Code. All references to Wier amounts shall man amounts in lew1W
money of the United Slates of America.
Agreement. The word "Agreement' moans this Commercial Security Agreement, as this Commercial Security Agreement may be amended w
modified from time to time, together with all exhibits and schedules attached to Ihis Commercial Security Agreement from time to area.
Collateral. The word'Couaterar means the following described property of Grantor, whether now owned w hereafter acquired, whether now
existing a hereafter arising, and wherever sealed:
All Inventory, chattel paper, accounts, equipment, general intangibles and fixtures
In addition, the word "Collelsrar includes all the following, whether now owned w hereafter acquired, whether now existing w hereafter adsing,
and wherever located:
(a) All attachments, accessions, accessories, tools, parts, supplies, Increases, and additions to and all replacements of and substitutions for
any property dascnbed above.
(b) All products and produce of any of the property described in this Collateral section.
(c) All accounts, general Intangibles, Instruments, rents, monies, payments, and as other rights, arising out of a Sale, lase, a other
deposition of any of the property described In this Collateral section.
(d) All proceeds (Including insurance proposals) from the sale, destruction, loss, a ohler disposition of any 01 the property described In this
Collateral section.
(e) All records and data relating to any of the property described In this Cdlsleral section, whether In the form of a wrtling photograph,
microclm, microfiche, At electronic media, together Min WI of Grantor's right, title, and interest in and 10 all computer sof ns;ft required to
ullllre, creole, maintain, and process any such records w data on electronic media.
Fixtures are and will be located on the following described real state:
7 Richland Lane, Suite 101 A, Camp Hill, Cumberland County, Pennsylvania. The record owner of the real property Is Robert G.
Derrlckson, Sr., 7 Richland Lane, Suite WI A Camp Hill. PA 17011
Event or Default. The words "Event of Default' man and induce without limitation any of the Events or Default at forth below In the action
"ed'Ennis of Default.-
Grantor. The word "Grantor' moans A-GEE Contracting, Inc., its successors and assigns
Guarantor. The word'Gu!rantra' means end Includes without timimtion each and ell of the guaranloR, suretas, and accommodation both" in
connection with the Indebtedness.
Indebtedness. The word'Indeblsdn"s' means the Indehadne" evidenced by the Note, Including air pon:'psl and Interest, together wish atl
other Indebledness and casts and expenses for which Grantor is responsible under this Agreement a under any of the Reeled Documents. In
addition, the word -Indebtedness Includes all other obligations, debts and hablillirs, plus interest thereon, of Grantor, or any one a mm of
them, to Lender, as well a all Wims by Lender against Grantor, a any one or more of them, whether existing now a ater; whether they we
voluntary a Involuntary, due or not due, direct or indirect, absolute a contingent, liquidated a unliguidale0; whelow G:anla may be liable
individually W Jointly with others; whether Grantor may be obligated as guarantor, surety, accommodation party a otherwla; whether recokery
upon such Indebtedness may be At hereafter may become barred by any statute of I n tabone: and whether such Indebteddeut my be w
hareafir may became otherwise unenforceable.
Lender. The wad landef means Commerce Bank/Hemsburg, National Association, Its SIIC *&am and assigns.
Note. The word "Nole' means Ine note a medil agreement dated July 16. 1997, in the principal amount of $50.000.00 from R-GEE ConuaOi g,
Inc. to Lender, together with all renewals of extensions of. modifications at, nehnandrogs of consolidation of and substihlilens la the note w
credit agreement.
Related Documents. The words "Related Owumodls" mean and include without limitation all promissory notes, crace agreements. Ian
agreements, environmental agreements. guarenhes. security agreements, mortgages. wade of bud, and all other mslmments agreements and
documents, whelho now w hereafter existing, executed in connection with the Indebtedness
RIGHT OF SETOFF. Grantor hereby grants Lender a contractual possessory security interest In and thereby assigns conveys, delivers, pledges, and
ua"lers all at Grantors tight, Milk and interest in and to Grantor's accounts m1h Lender (whether checking, savings. W some offer aaounl), Including
all amounts held jointly with someone else and AS accounts Grantor may open in IM fulum, excluding, however, as IRA and Neagh accounts, and ore
trust accounts IV which the grant of a security Interest would be prohibited by law. Grantor Aulhorlras Lender, to tne exrenl partner by Appkbble
low, to charge a Setae oil Indeblooness against any and all Sian accounts.
OBLIGATIONS OF GRANTOR. Grants wadanls seal contents to Lender AS Iolidws:
Perfection of Security Interest. Grantor across to execute such financing statements and 10 take whalever olow actions era requested by
Under to permct and continue Lender's security interest in the Collateral. Upon request of Lender, Grantor will deliver to Lando any and as of
07-16-1997 COMMERCIAL SECURITY AGREEMENT Page 2
Loan No 2777095 (Continued)
the documents evidencing or conshlutmng the Collateral, and Grantor will note Lander's Milan upon any and all Chattel paper d not d0inel d la
Lander for Possession by Lentler. Grantor hereby appoint, Lander as Its irrevocable Altanoy-4n4acl for the Pu'POSS of exauorq any
documents necessary to perfect or to commie the secunly Inleroat granted In this Agreement. Lander may at Loy time, and without home,
auloouzallon from Genial. No a carbon, photographic or other reproduction of any financing statement W of this Agmamew IV use a, A
financing statement. Grantor will reimburse Lender for all expenses for the Correction and the continuation of the pMaetlon of Lender's security
Interest In the Collateral. Grantor promptly will rally Lender before any change In Grantor's name including any change to the assumed
business names of Grantor. This Is • continuing Security Agreement and will continue In effect even though all or any pall of the
Indebtedness Is paid In suit and even though for a period of time Grantor may not be Indebted to Lender.
No Violation. The execution and delivery of this Agreement will not impish, any law or agreement govermrq Grantor or to which Grantor Is a
party, and its cerbhoata or ankloS of Incorporation and bylaw, do out prohibit Any term a condition of this Agreement.
Enforceability of Collateral, To the extant the Collateral consists of accounts, chattel papa(, or general Intangibles, the Collateral Is enforceable
In accordance with its terms, is genuine, and complies with applicable laws Concerning form, content and manner of preparallon and execution,
and all persons appearing to be obligated on the Collateral have Wholly and capacity to contract and are In fact obligated as they appear to be
on the Collateral. At the lime any account becomes subject to a security Interest In laver of Lander, the account shall be a good and valid
account representing an undisputed, bona fide Indebtedness incurred by the account debtor, for merchandise held subject to delivery
Instructions or theretofore shipped or delivered pursuant 10 a contract of ale, w for saMtas theretofore performed by Gmnlw with w IW the
account debtor; Thera shall be no selofls w counlerclaims against any such account; and no agreement under which any deductions M
discounts may be claimed shall have been made with the account debtor except those disclosed to Lander in wrung.
Location of the Collateral. Grantor, upon request of Lender, will deliver to Lander In form satisfactory to Lander a schedule of real prapeNes
and Collateral locations relating to Grantor's operations, Including without limilelion the following; (a) all red property owned or being purchased
by Grantor; (b) all real property being rented or leased by Grantor; (c) all Storage facilities owned, rented, leased, w being aced by Granlw; And
(o) all other properties where Collateral Is or may be located. Except In Ins ordinary course of Its business, Grantor shall not remove the
Collateral from its existing locations without Ina prior written consent of Lender. ,
Removal of Collateral. Grantor shall keep the Collateral (or to the extent the Collateral consists of Intangible property such as accounts, the
records concerning the Collateral) of Grantor's address shown above, or at such other focalions as are acceplable to Lander. Some w all of the
Collateral may be located al the reel properly described above. Except In the ordinary course of Its business, Including the sale of Inventory,
Grantor shall not remove the Collateral from Its existing locations without the prior written consent of Lender. To the extent that Ilia Collateral
consists of vehicles, or other tilled property, Grantor shall not lake w permit any action which would require application for cerllGcata of true Iw
the vehicles outside the Commonwealth of Pennsylvania, wilhoul the prior wrllton consent of Lander.
Transactions Involving Collateral. Except for inventory sold or accounts collected in the ordinary course of Grantor's business, Grantor shad
not sell, offer to sell, or otherwise transfer or dispose of the Collateral. While Grantor is not in default under this Agreement. GraNw may sou
Inventory, but only in Ins Ordinary course of Its business and only to buyers who quality as a buyer In the Ordinary course of business. A into in
the ordinary course of Grantor's business does not Include a transfer In partial w total satisfaction of s debt or any bulk ab. Grantor she not
pledge, mortgage, encumber or otherwise permil the CoAOlerfil to be subject to any lien, Security interest. encumbrance, or charge. Mme than the
socunty interest provided for In this Agreement, without the prior wrillen consent of Lender. This Includes security interests even 11 junior in right
to the security Interests granted under this Agreement. Unless waived by Lender, all proceeds from any dlspol llloo of Ihs Collateral (IV whatever
reason) shall be held in trust for Lander and shall not be commingled with any other funds; provided however, this requirement shall not
constilute consent by Lender to any sale or other disposition. Upon raceipl, Grantor shall Immediately deliver any such proceeds to Lender,
Title. Grantor represents and warrants to Lender that It holds good and marketable this to the Collateral, free and dear of as liens and
encumbrances except for the lien of this Agreement. No financing Slatament Covering any of the Collateral Is on file in any public oMCe other
than those which relleci the security interest vested by this Agreement w to which Lander has specifically consented. Grantor sham defend
Lender's rights in the Collateral against the claims and demands of all other persons.
Collateral Schedules and Locations. As often as Lender shall Insure, and Insofar as Ina Collateral Consists of accounts and general
Intangibles, Grantor shall deliver to Lender schedules of such Collateral. Including such Information as Lender may require. Including without
limitation names and addresses of account debtors and ag ings of accounts and general Intangibles. Insofar as the Collateral consists of
Inventory, and equipment. Grantor shall deliver to Lander, as often as Lander shall require, such lists, descriptions, and dastgnations of such
Collateral as Lender may require to identify the nature, extant, and location of Such Collateral. Such Information shall be submitted far Grantor
and each of its subsidiaries w related Companies.
Malnienance and Inspection of Collateral. Gramm shall mamlam all tangible Collateral to good condition and repair. Grentw wig not OCm set
w permit damage to or destruction of the Collateral w any pad of the Collateral. Lander and its do mgnaled representatives and agents "a
have the right al all reasonable times to examine. Inspect, and audit Ilia Collateral wherever located. Grenlor shall Immediately nary Lender of
of uses Involving the return, lelection. (epossaxwon, loss ar damage of or to any Collateral; of any request for Coedit ar adjustment w at any
other dispute easing with respect to the Collateral; and generally or all happenings and events afteding the Collateral or the value w the amount
of the Collateral.
Texas, Assessments and Liens. Grantor will pay when due all taxes, assessments and liens upon the Collateral, ITS use or operation, upon Ills
Agreement, upon any promissory note or notes eNdbompng the Indebtedness. Or upon any of the other Related Documents. Grantor may
withhold any sial payment or may elect to contest any lien If Grantor is in good faith conducting an appmphala proceeding to Conlat the
obligation to pay and so tong as Lender's informal In the Collateral Is not jeopardised in London's sow, opinion. It the Collolval is subjected to a
lion which is not discharged within laeun (15) diva. Grantor shall deposit with Lender cash, a sufficient corporate artery bond w other security
salisfaclory to Lender in an amount adequate to Picnics, IV the discharge of the lien plus any interest, Cost,, Womeys' fees w other charges that
could accrue as a result of Iweclosune w 5810 01 the Collateral. In any contest Gtamw shall defend hull and Lender and shag salisty any final
adverse judgment before enforcement against Iha Collateal. Grantor shall name Lender as an additional obligee under any surety bond
furnished in the contest proceedings.
Compliance With Governmental Relfulremenis. Gramm shall comply promptly with all Is". ordinances, rubs and regulations of as
governmental authorities, now or herealler in effect, applcabw to the ownership, production, disposition. or use of the Collateral. Granlw may
contest in good faith any such few, ordinance or mQuishon and withhold compliance during any proceeding. Including appropriate appeals, to
long as Lendera mlerest in the Collateral, In Lander { opinion, is Ooh jeOpoldRed.
Nuprdous Substances. Grantor increasing ono warrants that Ina Collateral never has berm, antl never wtil be so long as this Agreement
remains a lien on ton Collanoral, used for the 9m+mahmn, manufacture, storage, hanspodatirn, treatment. disposal, release or threatened release
of any hazardous waste or substance, as those terms are defined in the Comprehensive Enwronmemal Response, Compensation, and Liability
Act of 1980, as amUnosd, 12 US.C. Section 9601, At sea. PCERCLKI. the Superfund Amenamenls and Resulhontafion Act of 1986. Pub. L, No.
99-499 ("SARA'), the Hatardous Maiaue' -ranspodAhon Act, 49 U.SC . Section IBO1, at sea., I' 9esource Conservation and l9ecovary Act, 42
U S C. Sedmn 6901, fit red , or other of ibis state or hderal laws, rues, or regulations ono. pursuant to arty of the Iwagoing The terms
07-16-1997 MMERCIAL SECURITY AGREEW 'IT Page 7
Loan No 2777095 (Continued)
'haxardUus waste' and'husidam substance' shall also include, without limitation, pelroleu n and pehdeum by-produdta or any iii,tlon thereof
and asbestos. The represenlelions and warranties contained "Grain era based on Grantor's due diligence in investigating the Collateral or
haardeus wastes and substances. Grantor hereby p1 inlessas and waives any future claims against Lender for Indemmly or contribution in the
event Grantor becomes ruble lot cleanup or other costs under any such laws, and (b) apses 10 Indemnity and hold homeless Landis against
any and all claims and losses insulting Irom a breach of this Provision of this Agreement. This obligation 10 indemnity shall surwve the payment
of the Indebtedness and the satisfaction of this Agrsamenl.
Maintenance of Casually Insurance. Grantor shall ptecm, and maintain all asks Insurance, including without initiation tire, theft and liability
coverage together with such other insurance as Lender may require with lotpecl to the Colleleral. In form, amounts, coverages and bills
teasonably acceptable to Lender and issued by a company or companies reasonably acceptable to Lendof. Grantor, upon request of Lander,
will deliver to Lender from time to time the policies or cabbcafos of insurance In farm satisfactory to tender, including stipulations that coverages
will not pa cancelled or diminished without al least Ihldy (00) days' prior written nohce to Lendor and not Including any d scerner of the insurer's
liability for failure to give such a notice. Each insurance policy also shall include an endorsement providing that coverage in favor of Lando will
not be impaired In any way by any act, omission or default of Grantor or tiny other person. In connection with an policies covering assets In
which Lender holds or is offered a security inleoesl, Grantor will pmwds Lender win such foss payable or other endorsements as Lender may
requite. If Grantor at any time fells to obtain or maintain any insurance as required under this Agreement, Lender may (but shall not be obligated
to) obtain such Insurance as Lander deems appropriate, including It It so choose%'slnele Interest insurance,' which win cover only Lom l's
Interest In the Collateral.
Application of Insurance Proceeds. Grantor shall promptly notify Lender of any loss or damage to the Collateral. Lander may make proof of
loss of Grantor fails to do so within Idlein (15) days of the casually. NI proceeds of any insurance on the Collateral. Including accrued proceeds
thereon, shall be hold by Lender as pall of the Collateral. If Lander consents to repair or replacement of the damaged or destroyed Collateral,
Lender shall, upon satittactory proof of expenditure, pay or reimburse Grantor from the proceeds lot the reasonable coal of repair or restaal on.
It Lender does not consent ro repair or teplacemenl of the Collateral, Lander shall retain a sufficient amount of the proceeds to pay All of IM
Indebtedness, and shall pay the balance to Grantor. Any proceeds which have not been disbursed within six (6) months after their reCWPI and
which Grantor has not committed to the repair or reslaabon of the Collateral shat be used to prepay the Indebtedness.
Insurance Reserves. Lender may require Grantor to maintain with Lender aserves for payment of Insurance premium. which reserves shad on
created by monthly payments from Grantor of a sum estimated by Lender to be sufficient to produce, at bast "then (15) days balsa the
premium due date, amounts at least equal to the Insurance premiums to be pold. It fifteen (16) days before payment Is due. the reserve funds
us Insuelafenl, Grantor shell upon demand pay any deficiency to Lender. The reserve funds shall be hold by Lender as a general coastal And
shall Constitute a noMnleresl-bearing account which Lender may Satisfy by payment of flee insurance premiums required to be paid by Grantor
as they become due. Lender dues not hold the lose" funds in trust for Grantor. and Lender Is nor the agent of Grantor tar payment of the
insurance premiums required to be paid by Grantor, The responsibility for me payment of premiums shall remain Grantor's sole responslblllly.
Insurance Reports. Grantor, upon request of Lender, shall furnish to Lender reports on each existing policy of Insurance showing such
information as Lender may reasonably request including the following: (a) the name of the Insurer; (b) the risks Insured; (C) the amount of the
policy; (d) the property insured: (e) the than currant value on the basis of which insurance has been obtained and the manner or determining
that value; and (1) the explrahon dale of the policy, In William, Grantor shall upon request by Lender (however not more often than annually)
have an independent appraiser sattslaclory, to Lender determine, AS applicable, the Cash value or replacenwnl Cosl of the Collateral.
GRANTOR'S RIGHT TO POSSESSION AND TO COLLECT ACCOUNTS. Until default and except as otherwise provided below with rasped to
accounts, Grantor may have Poateaslbn of the Tangible Personal Property and beneficial use of all the Collateral and may use It in any lawful manner
not inconsistent with this Agreement or the Related Documents, Provided that Grantor's right to possession and beneficial use shall not apply to any
Collateral where possession of the Collateral by Lander Is requited by law to pedect Lender's security Interest in such Collateral. Until otherwise
notified by Lender, Grantor may Collect any of the Collateral consisting of accounts. At any time and even though no Event of Default exists, Lender
may exercise its rights Iu collect the accounts and to notify account doctors to make payments dveclly to Lender for application to the Indebledralsa.
11 Lender at any time has possession of any Collateral, whether before or alter an Event of Default, Lander Mall be deemed to have exercised
foasonable care In the Custody and prosbrvatlon 01 the Collateral If Lender takes such action for Inert purpose as Grantor shall request or as Lander. In
Lender's sole discretion, shall deem appropriate under the a¢umslances. but failure to manor any request by Grantor shalt not of Itself be deamed to
be a failure to exercise reasonable core. Lender shall not be required to take any steps necessary to preserve any rights In the Collateral against prior
padres, nor to protect, preserve or maintain any security interest given to secure the Indablednest.
EXPENDITURES BY LENDER. If not discharged a paid when due. Lender may (but shall not be obligated to) discharge a pay any amounts
required to be discharged or paid by Grantor under Ihis Agreement. inducing without limitation all tuns, bens. sxurlfy Inlere ll encumbrances, and
other claims, at any time levied or placed on the Collateral. Lender also may (but shell nor be obligated to) pay An coals tar Insuring, mainlalrung and
preserving the Collateral. AN such expenditures incurred a paid by Lender for such purposes will then bear internal al the role changed under the
Note Irom the date Incurred or paid by Lender to Ins dais of repayment by Grantor. NI such upetnas thee becotM a pad of the Indebtedness and,
at Lender's option, win (a) be payable on demand, (b) be added to the balance of the Note and be Apportioned among and be payable with any
installment payments to become due during either (I) the term of any applicable insurance policy a (N) the remaining lam of the Note, or (C) be
treated as a balloon payment which will be due and payable at the Nola's malany. This Agreement also w@ secure payment of that, amounts. Such
right shall be in addition to alt other rights and remedies to which Lender may be entitled upon IM occurrence of an Event of Default.
EVENTS OF DEFAULT. Each of the lullowmg shall constitute an Event of Default under this Agreement:
Default on Indebtedness. Failure of Grantor to make any payment when ova on the Indebtedness.
Other Delaull&. Failure of Grants to comply -,In or to perform any other term, obligation, covenant or condillon contained In this Agreement or
in any of the Related Documents or in any other agreement between Lender and Grantor,
Default In Favor of Third Parties. Should Borrower or any Grantor default under any loan, extension of Radii security agreement, purchaas or
sues agreement, or any other agreement, in favor of any off er creditor a person that may materially &eect any of Borower's properly or
Borrower's or any Grantor's unh y to repay the Loans or perform then respective obligations under this Agreement or any of the Related
Documents.
False Statements. Any warranty, representation or statement made or furnished to Lender by or on behalf of Grantor under this Agreement. the
Note Or the Retitled Documents m false or misleading in any material respect, either now or at the time made of furnished.
Detective Collsterallallon. Trns Agreement or any of the Related Documents ceases to be in full force and effect (including failure of any
coltaleral documents to create a valid and perfected security interest or lien) &I any lima and far any reason.
Insolvency. The assolution or tarmmafmn of Grantor's existence its a going business, the insolvency or Grantor, the appointment of a receiver
for any part at G!anlors property, any assignment for the benefit of Creditors. Any type of creditor workout, of IM Commencement of any
proceeding under any bankruptcy or insolvency taws by or against Grantor,
Cronin, or Forfeiture Proceedmgs. rrmnwncnmem ail Iae[mxae n, lodmtae mocn^arnq;. wnemei by ludnal ptocee ing, sell-help,
07-16-1997 COMMERCIAL SECURITY AGREEMENT Pape 4
Loan No 2797095 (Conllnued)
repossession or any other method, by any creditor of Grantor or by any governmental agency against the Collateral or any other collateral
secvrmg the Indebtedness. This Includes a garnishment of any of Grantor's deposit accounts with Lender. However, this Event of Default Shag
not apply if there is a good faith dispute by Grantor as to the wholly or reasonableness of the claim which Is the basis of the creditor or lottutao
producing and it Grantor gives Lander widen notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surely bond
for Iha cradllor or forfeiture proceeding, In an amount determined by Lander, in its sole asmellon, as being an adequate reserve m bond lur the
dispute.
Events Affecting Guarantor. Any of the preceding events Occurs with respect to any Guarantor of any of the Indebtedness or Such Guarantor
ores or becomes Incompetent. Lender, al its option, may, but Shall not be required to. permit the Guarantoa s estate to assume unconditionally
the oblpabons arising under the guatonty in a manner sahslaclory to Lancer, and, in doing so, cure Iha Ewnt of Oefoull.
Adverse Change. A materiel adverse change occurs in Grantors financial condition, or Lander believes the prospect of payment or
performance of the Indebtedness is Impaired.
Insecurity. Lender, in good faith, deems itself Insecure.
Right to Cure. If any default, other than a Default on Indablednes5, is curable and If Grantor has not been given a prior notice of a breach of the
same provision of this Agreement, it may be cured (and no Event of Default will have occurred) 11 Grantor, after Lander sends written notice
demanding cure of such default, (a) cures the default within ten (10) days; or (b), If the cure requires mote than ten (10) days, Immediately
initiates slaps which Lender deems to Lenders Sole discretion to be sufficient to cure the default and thereafter continues and completes an
reasonable and necessary steps sufficient to produce compliance AS soon as reasonably practical
RIGHTS AND REMEDIES ON DEFAULT. It an Event of Default occurs under this Agreement. at any lime thereafter, Lender shall have a11 the lights of
¦ secured pans under the Pennsylvania Uniform Commercial Code. In addition and without Ilmilatlon, Lender MAY exercise any one or more of tit
following rights and remedies:.
Accelerate Indebtedness. Lender may declare the entire Intlebledness. Incluevlg any prepayment penalty which Grantor would be required to
pay, Immediately due and payable, without nole:e.
Assemble Collateral. Lender may reques Grantor to deliver to Lender all or any portion of the Collateral and any and As certificates of 11119 and
other documents totaling to the Collateral. Lander may require Grantor to assemble the Collateral and make it available to Lander at a place to
be designated by Lender. Lander also shall haw full power to enter upon the property of Grantor to take possession of and remove the
Colleleral. It the Collateral contains other goods not covered by this Agreement at the time of repossession, Grantor agrees Lander may take
such other goods, provided that Lender makes reasonable efforts to return them to Grantor alter repossession.
Sell the Collateral. Lender shall have full power to sell, lease, transfer, of Otherwise deal with the Collateral or proceeds thereof in Its own home
or that of Grantor. Lender may sell the Collateral at public auction or private sale. Unless the Collateral threatens to Steams spmdlly In value or
Is Of a type customartly Sold on a recognized market, Lender will give Grantor reasonable notice of the time Saar which any private Solo or any
other Intended disposition of the Collateral is to be made. The requirements of reasonable notice shall be mat it such notice Is given at lent tan
(10) days before the time of the sale or disposition. Al expenses relating to the disposition of the Collateral, Including without limitation the
expenses of retaking, holding. Insuring, preparing for sale and oiling the Collateral, shall become a part of the Indebtedness secured by this
Agreement and shall be payable on demand, with interest at the Nola rate from dale of expenditure until repaid.
Appoint Receiver. To the extent permitted by applicable taw, Lander shall have the fallowing rights and remedies reguding the appointment of
a recelver. Ice Lender may have a receiver appointed as a matter of right, (b) the recetva may be an employee of Lander and may serve
without bond. and (c) all fees of the receiver and his or her Mornay stall become pan of the Indebtedness secured by this Agreement and shag
be payable an demand, with interest at the Note rate from date of expenditure until repaid.
Collect Revenues, Apply Accounts. Lender, either itself or through a receiver, may tolled the payments, rents, income, and revenues from Iho
Collateral. Lender may at any lima In Its discretion transfer any Collateral Into Its awn name or that of its nominal and recNw the payments,
rents, income, and revenues therefrom and ha'd the some as security for the Indebtedness or apply It to payment of the Indebtedness In such
Older of preference as Lander may determine. Insofar as the Collateral consists of amounts, general Intangibles, Insurance policies, Instruments,
chattel plow. chases in action, or similar property, Londe, may demand. tolled, welpt for, Seale, compromise, adjust. sue la, foradOse, Or
realize on the Collateral as Lender may determine, whether or not Indebtedness or Collateral Is then due. For these purposes. Lender may, on
behalf of and to the name of Grantor. receive. open and dispose of mud addressed to Grantor; change any address to which mfg and payments
are to be sent; and endorse notes, checks, drafts, money orders, documents of lids, Instruments and Items pertaining Io payment. Shipment, or
Storage of any Collateral. To faciglalo collection, Lender may notify amount deblors and obligors on any Collateral to rtake payments directly to
Lender.
Obtain Deficiency. If Lender chooses 10 sae any or all of the Collateral. Lander may obtain a fudgmenl against Grantor for any trenchancy
remaining on the Indebtedness due to Lender aflar application of as amounts received from the exercise of IN rights provided in that Agreement.
Grantor stall be liable for a deficiency even it the transaction described In this subsectfon is a sele of accounts or chattel paper.
Other Right$ and Remedies. Lender shall have all be riggings and remedies of a secured cradllor under the provisions of the Undom
Commercial Code, as may be amended from time IO lime. In addition, Lender Shag have and may exercise any or all other rights and remedies it
may have available at law, in equity, or olhmw2a.
Cumulative Remedies. Al of Lender's fights and remedies, whether "danced by this Agreement Or the Related Dmumenls a by any other
ending, shall be cumulative and may be exercised singularly or concunantly. Election by Londe, to pursue any remedy shag not exclude pursuit
of any other remedy, and an election to make expenditures Or 10 Are Action to perform an obligation at Grantor under Ina Agreement. after
Grantor s lulus to perform, shall not affect Landers fight to declare a 0918,111 and to exercise Its remadln.
MISCELLANEOUS PROVISIONS. The following miscellaneous promotion are a oral Of this Agreement:
Amendments. This Agreement, together with any Related Documents. Cansaules the entire understanding and agreement of the pastas as to
the matters set forth in this Agreement. No alteration of at amendment to this Agreement shag be effective unless time in wming and signed by
the patty Or parties sought to be charged or bound by the sleration a amendment.
Applicable Lew. This Agreement has been delivered to Lender and accepted by Lender in the Commonwealth of Pannsylvana. II there is ¦
lawsuit, Gahm agrees upon Lenders request to submit to the Jurisdiction of the courts of the Commonwealth of Pennsylvania. Lends Arld
Grantor hereby warm the right to any jury trial in any action, proceeding, Or coumadmm brought by either Lander or Grants against IN other.
This Agreement shag be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania.
Attorneys' Res; Expenses. Grantor agrees to pay upon demand all of Lander6 costs and expenses, including attorneys' leaf and Lenders
lapel expenses, Incurred in connection with the enforcement of this Agreement. Lender may pay someone else to help erdorce this Agreement,
and Grantor shall pay the cosh and ex• '.es of such enforcement. Costs and expenses Inc' Landers adtorney' fees and legal expenses
whether of not Inns is a lawsuit, rncW, ahmneys' lee, and legal etoanees for bankrupiq xPedings land including Orions 10 modify or
07-16_1997 r"'MMERCIAL SECURITY AGREEVe-VT
Loan No 2797095 (Continued) Page 6
vocals any automatic stay Of and Si a0e Imntl ef as may Eoldl atad by the col inY "11CMAOd past-)udgmenl collection sBMCes. Grantor also shell pay all court cost, appeals, and
Caption Headings, Caption headings In Iha. Agreement ne for convenience purposes only And are not to be used to Inbrpul or deAne the
provisions of this Agresmanl,
Notices. All notices requlmd to be given under this Agreement shag be given in willing, may be sent by tefNa
¢luelly dallatldrassedwred ortowhenIhadaposllsdto
prepel0, cslmlla, and Shelf be ellACgw when
OerlywhomwghIho• nallnolltaonelfyt,rtoecteapgnliao o alwIharnphl collnar deposllsd In IN United Stales mall, lint alas, pelage for plven edore3a shownorabove. Pity perry may change IN address s, postage
under this Agreement by giving formal wnllon notice Io Ina other pages, specifying that the purpose of the notice is to change the play's
address. To the extent permitted by applicable law, it there Is more than one Gninlor, nollta to any Gregor will constitute notice to aA Grsnlors.
For notice purposes, Grantor will keep Lander Informed at HI Was of Glamor's currant addrma(os),
Power of Attorney, Distrito, ha sty appoints Lander ends true and lawful allorney-m-Intl, Irrevocably, wllh full power 01 Substitution to do the
following: (e) to demand, collecl, receive, receipt for, sue and taco", all sums of money or other Property which may now or hereafter become
due, owing W payable from the Collaleml; (b) 10 amicute, sign and endorse any And all claims, Instruments, li:olpis, checks, chain Or warrants
issued in payment for the Collaterab (c) to settle of compromise any and all claims arising under the Collateral, and, In the place antl steed of
Grantor, to esacule and deliver Its release and settlement nor the claim; and (d) to file any Claim of claims w to lake any action of Institute or take
part In any proceedings, either In Ile own name or In the name of Grantor, or olherwlso' which In the discretion of Lander may seem to be
necessary at Revisable. This power Is given as sacunty for the Indebtedness, and the authority hereby conferred is and shall be krevol and
shall remain in lull farce and effect until renounced by Lender.
Severablllly. If a court of eempelenl Jurisdiction finds any provision of this Agreement to be Invalid or unenforceable as to any person w
circumstance, such finding shall not render that provision Invalid or unenforceable as 10 any other persons or circumstances. If feasible, any
such offending provision shall be deemed to be modified to be within the gmils of enforceability or validity; however, If the offending provision
cannot be so modified, it shall be stricken and all other provisions of this Agreement In all other respects shall remain valid and enforceable.
Successor Interests, The terms of INS Agreement shell be binding upon Grunl0r, and upon Grantor's helm, personal raparsentOws.
successors, and assigns, and shall be enforceable by Lander and Its successors and assigns. his III A Land.'. No or toy I om is on oleihe pen I Lentler of esercisld 'o' is np any dphl she I o0 ale as al a. Such lvw of utlh rpht or any otherir pM? A waiver by al-amd len0or of a pravislon of ihls Agreement shall not preJudke or conslllule a waiver 01 LBntlar's fight olhefin t I or any o akl Compliance with
provi sion Or tiny other provision of III Agreement. No prior war"r by Lentler, nor any course 01 dealing behir n Lentler and GrenIcl Shan
conalnute a waiver Of any of Lentler% right, or of any of Grsnlor's ObligellOno as to any futu re IransacllI Whenever the consonl of Under Is
requlrotl pntl0f IhiS Agreement, Ina granting 01 such consOnl by Lands, in tiMy InSto, . than n01 constitute conI nulrq conaenl to fubSection!
to nca5 where such consent IS required and in all case. such consent may be granted or withheld In the We or argon 01 Lender.
GRANTOR ACKNOWLEDGES HAYING READ ALL THE PROVISION3 OF THIS COMMERCIAL SECURITY AGREEMENT, AND CRANIOR
that
Ins AGREES TO ITS TERMS. THIS AGREEMENT IS DATED JULY 10, 1887,
THIS AGREEMENT HAS BEEN SIGNED AND SEALED BY THE UNDERSIGNED.
GRANTOR:
R-GEE ECCOJnlracll ,
By:(SEAL)
Robert G. Derr ckson, Sr., President
ATTEST:
Corporate Seal )
Sttrelary Or paststenl Secretary
LENDER:
Commerce 08 Mooing, National Aasoclsllon
Aulhorlcetl GINCBr
L.eaEn PRO. Ree. US. Vel. e t M. 0',., Vn 3 15 kI i.11 CFI Aoewr,[n, IOC. Alhpnlefe Wre0. leA.E eO JIILROE LN CIB.OVLI
??L51?11`Ilfu xn ).. Of ?o ul? ILL(.vf)[?
Exhibit F
SEP-CE-1998 14:49 C.TCIERCE Sr4W
.:
PENNSYLVANIA DEPARTMENT OF STATE
CORPORATION BUREAU
UNIFORM COMMERCIAL CODE
P.O. BOX 8721
HARRISBURG, PA 17105-8721
COMMERCE BANK/HARRISBURG NA
PO BOX 8599
CAMP HILL, PA 17001-8599
DEBTOR:
R-GEE CONTRACTING INC
236 ERF,ORD-W.__._.. ..
CAMP HILL,.PA .17011..,
SECURED PARTY:. .
COMMERCE BANK/HARRISBURG-NA
100 SENATE AVE
CAMP HILL, PA 17011
EFFECTIVE DATE: MAY 15, 1995. AT 11:15 AM.
FINANCING. STATEMENT.NUMBER.:. .24280579
717 975 0581 P.02i05
-11 111. GVIYtt IA I1N( CfM4f ?N I ln?ivl t)U...... M1l W iI NFI V ..
Ion
Exhibit 0
.OMMERCIAL GUARANTY
principal I Loan Date. I Maturity I Loan No I Cat! I Collateral I,Account Officer InI111018
;
References in the shaded area are for Lender's use only and de not limit the apCllcebilily of this document to any particular loan or item.
3orrower: A-GEE Contracting, Inc. (TIN: 25-1625095) Lender: Commerce BankiHarrlaburg, National Association
7 Richland Lane, Suite N101A Mein ONIceiCammerclel Cost Center
Camp Hill, PA 17011 P.O. Box&Su
100 Senate Avenue
Camp HIII, PA 17001-9966
3Uarantor( Nancy Oarrlckson
o Richland Lane, Suite IOTA
Camp Hill, PA 17011
AMOUNT OF GUARANTY. This is a guaranty of payment of fell at the Nate, Including without Ilmlletlon the principal Note amount of
Fifty Thousand 6 001100 Dollars (550,000.001
GUARANTY. For good and valuable consideration, Nancy Derrlckwn ("Guarantor') absolutely and unconditionally guarantees and promisee
to pay to Commerce Bank/Harrisburg. National Association ("Lender') or Ile order, on demand, In legal tender of the United Slates of America,
100.000% of the Indebtedness (as that term Is defined below) of R-GEE Contracting, Inc. ("Borrower") to Lender on the terms and conditions
set forth In this Guaranty. Guarantor agrees that Lender, in Its Bole discretion, may determine which portion of Borrower's Intlebledness to
Lender Is covered by Guarantor's percentage guaranty,
DEFINITIONS. The lotlowng words snail have the following meanings when used In this Guaranty:
Borrower. The and 'Borower* means R-GEE Contracting, Inc..
Guarantor. The word 'Guarantor* means Nancy Derrlckson.
Guaranty. The word "Guaranty" means this Guaranty made by Guarantor for the benefit of Lander dated July 16, 1997.
Indebtedness. The word "Indebtedness" means the Nose, Including (n) all principal, (b) all Interest, (c) all tale charges, (d) an loan fees and
loan Charges, and (a) all collection costs and expenses relating to the Note or to any collateral for the Nola. Collection costs and expenses
Include without limitation all of Lender's attorneys' lees and Lender's legal expenses, whether a not suit Is instituted, and attorneys' lees and legal
expenses far bankruptcy proceedings (including efforts to modify or vacale any aulometic stay a Injunction), appeals, antl. any an0dpaled
post-ludOmeni collection services.
Lender. The word lender- means Commerce Bank/Harrisburg, National Association, Its Successors and assigns.
Note. The word "Note" means the promissory note or Credit agreement dated July 16, 1997, In the original principal amount of $60,000.00 Irom
Borrower to Lander, together with all renewals or. extensions at. modifitmons of, rannancings of. consolidations of, and substitutions flat the
promissory note or agreement. Notice to Guarantor: The Note evidences a revolving fine of credit from Lender to Borrower.
Related Documents. The words 'Related Owuments" moan and include without limitation an promissory notes, Credit agreements, loan
agreements, environmental agreements, guaranties. Security agreements, mortgages, deeds of trust, and all other instruments, agreements and
documents, whether now or hereafter existing, executed in connection with the Indebtedness.
MAXIMUM LIABILITY. The maximum liability of Guarantor under this Guaranty Shalt not exceed at any one time 100.000% of the amount of the
Indebtedness described above, plus all costs and expenses of (a) enforcement of this Guaranty and (b) collection and sale of any collateral
securing this Guaranty.
The above kaulalion on liability is not a restriction on the amount of the Indebtedness of Borrower to Lander either in the aggregate or, at any one lime.
II Lender presently holds one or more guaranties, w hereafter receives addillonal guaranties from Guarantor, the rights of Lender under an guaranties
shall be cumulative. This Guaranty shall not (unless specinully provided below to the contrary) affect or Invalidate any such other guaranties. The
liability 01 Guarantor will be the aggregate liability of Guarantor under the farms of this Guaranty and any such other unterminaled guaranties,
NATURE OF GUARANTY. Guarantor intends to guarantee at an limes the performance and prompt payment when due, whether at malunty or eadler
by reason of acceleration or otherwise, of all Indebtedness within the limits set forth In the Preceding much of this Guaranty. This Guaranty covers a
revolving line of credit and guarantor understands and agrees that this guarantee Mall be open and Continuous unlit the line of credit Is
laminated and the Indebtedness 15 paid In full, at provided below.
DURATION OF GUARANTY. This Guaranty will lake effect when received by Lender without the necessity of any acceptance by Lender, ar any notke
to Guarantor or to Borrower, and will continue In full force until all Indebtedness shall have been fully and finally paid and wished and on other
obligations of Guarantor under this Guaranty shall have been performed in lull. Release of any otter guaranis a termination of any other guaranty of
the Indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation (waived by Lender from any one a more Guarantors shoo
not affect the liability of any remaining Guarantors under this Guaranty. This Guaranty covers a revolving fine of credit and It Is specl0ulty
anticipated that fluctuations will occur In the aggregate amount of Indebtedness owing from Borrower to Lender. Grantor specincally
acknowledges and agrees that fluctuations In the amount of Indebtedness, even to we dollars IS 0.00), shall not constitute a termination of
this Guaranty. Guormlor's liability under this Guaranty shall terminsla only upon (e) termination In writing by Borrower and Lender of the line
of Credit, (b) payment of the Indebtedness In full in legal lender, and (a) payment In full In legal tender of all other obligations of Guaranla
under this Guaranty.
GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, without notice or demand and without lessening Guarantor's
liability under this Guaranty, from lime to time: (a) to make ons or mors additional Secured a unsecured seems to Borrower, to lease
equipment or other goods to Borrower, or otherwise to extend additional credit to Borrower; (b) to alter, compromise, renew, extend,
accelerate, or otherwise change one or more times the time for payment or other terms of the Indebtedness of my part of the Indebtedness,
including increases and decremes of the rate of Interest an the Indebtedness; extensions may be repeated and may be for long" than the
original loan term; (c) to lake and hold security for the payment of this Guaranty or the Indebtedness. and exchange, enforce, warve,
subordinate, fall or decide not to perfect, and release any such security, with or without the substitution of new collateral; (d) 10 release,
substitute, agree not to sue, or deal with any one or more of Borrower's sureties, endorsers, of other guarantors on my terms or In any
manner Lander may choose; (e) to determine how, when and what application of payments and credits Mali be made on the Indebtedness;
(1) to apply such security and direct the order or manner of sale thereof, including without limitation, any non)udlciel Sale perondled by the
terms 01 the controlling security agreement or deed of trust, as Lender In Its dlKrallon may determine; (g) to sell, transfer, "Sign, or grant
participations In all or my pan of the Indebtedness; and (h) to assign or Iransler this Guaranty In whole or In part.
GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lander that (s) no representation or agreements
of any kind have been mods to Guarantor which would limit or qualify In any way the terse of this Guaranty; (b) this Guaranty is mauled at
Borrower's request and not at the squeal of Lender; (C) Guarantor has tun power, ngot and Authmty to enter into this Guaranty; (d) the provisions of
'his Guaranty do not conflict with or resull In a default under any agreement a other instrument binding upon Guarantor and do not rerun in • vioisedn
a( any law, regulation, court poor" or order applicable to Guarantor; (e) Guarantor has not and win not, without the prior whiten consent of L.ondw,
sell, lease, assign, encumber, hypothecate, transfer, or olherwlse dispose of as or substantially all at Guarantor's assets, or any m1wast forest; (G Man
LenOe.'s request, Guarantor win prevics 10 Lander financial and agar Information In farm acceptable to Lander, and all such financial information
which currently has ham, and all luture financial Infamahan which will be provided to Lander Is and will be true and Contact In AN nulaet repeats and
luny proem the gnncel condition of Guuanthr as of the pain the financial Information is provided; (g) no material adverse change has occurred in
Gmranhx s financial condition since the data of the most necenl Onswal slalements provided to Lender and no ewre has occurred which may
materially adversely reed Guarantor's linanntl condition; (h) no Illlgation, claim, investigation, administrative proceeding or sunder action (ncludirp
those Its unpaid sues) against Guarantor is pending or threatened: (I) Lander has made no representation to Guasnia as to Iha aAalw imirm at
Borrower; and U) Guarantor has established adequate means at obtaining tram Bmower on a continuing base information regarding Bamwer'S
rinmcisl condi On. Guarantor agrees to keep adequately informed ham such means 01 any fads. evenls. IX Circumstances which might in any way
Nett GmOmors is" roper this Guaranty, and Guarantor further sprees that Lanmr shall haw no obligation to disclose to Guarantor any information
or dlacumems acquired by Lancer in the course of Its relationship with Borrower.
GUARANTOR'S WAIVERS. Escepl as prohibited by aoplkablo law, Guarantor wawa any right to reams Lander (a) to continue ending money a 10
extend Cut Credit to Borrower, (b) to mks any presentment, protest, demand, a notice of any kind, Including noses of any nonpaymml of ten
indeoedness a of Any nonpsyment soled to any cdehiraf, Ce notice of any action a nonadim on the pad of Borrower, Lender, any surety, seasonar,
ar oihw gmenla in Connadion win In Indebtedness a, in connMfmn with the veatipn of new a additional lams or obhgalion; (NI to resod fa
[symenl ix 10 prm"d orraclly or at once against any person, including Borrower a any other gmrantm; Of to proceed aleelty, against Ce exhaust any
'adAerel hold by LBnOel tram Borrower, my other guaramoi. IX any other person. (e) to give notice of line tetms. lime. and plate of any pubic a
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(PanuiJU03) 96UC4L ON ue01
Z abed AINVuvino wou3moo LISU-sli-LID
07-16-1997 COMMERCIAL GUARANTY
Loan No 2797095 (Continued) Page 2
matter whalacever.
11 now m Mreahhr (4) BCdOmr shall be w become Insolvent, and (b) IM IndAUladness shall not el all times until Paid be fully secured by CDIJIWI I
Pledged by Banowar. Guarantor hereby IWO", wows and "Ungmerws in IAVOI of lender and Borrower, and then aspechw aums,swe, any claim or
light Ie pry"nl Gwrantm my now have m hereeflel have m OCCURS against BOfIOw r, by subrugslpn Of ORION ISO. 1o that of no lime aharl
Gulrauor he Or bwO0 ¦'Lnedrmr of Borrower wllhln the maanog of I I N.S.C. aeclion e47(b),
laws. W any {utteseor prpN{Ipn of the Federal bankruptcy
Ouarantm Oise we", any and all lights or detentes ailing by meson of (a) Any 'One ecllon' Or 'anlydefciemr law or Any other law which may
Prawns Longer hem bonging any ecllon, Including a Clalm fm deficiency, against GUAlantar, bslors Of aher Lander a commencement or Completion of
any IwKIMMe Action. elm, judicially m by exercise of a power of sale; (b) Any olacton at remedies by Lender which destroys or,thonvae adversely
aMels Guasantoes SUbrogabon lights or Guarantor's rights to proceed Optimal gonowm Iw rmnbursomani, Including wilhoul mutation, any loss of
dohs Guarantor mtiY sullen by mason of any law amdma, qualifying, w discharging the Indebledneta; (C) Sny tldabltily w other defense of Borrower, GI
^ny other client Or of any other parson, Of by reason of the cesullon of Bortowar's liability from any cause wMlaw"r, other than payment In IuU
opal Ander, of IM Indebedness: lot any right IG claim discharge of the Indeblelms an the basis of unjustified impairment of any Collateral for the
Indebtedness; (a) Any statute of limitations, 11 At any Isms any Action or gull brought by Lentler Against Guarantor is commenced there Is outstanding
Indebtedness Of BCRUWer Io Lentler which Is not billed by any applic, U oil aroluta of bmllatlona; or (q any detentes given to puennlon at law or in
egmly a1Mr IMn amual payment and performance of the Incablednen. If paYmsnl Is made by Borrower, whether vorunlamy on olMrwlse, m by any
third Pony, on the lndabladMes ¦nd oereallar Lender Is (weed to remit IM amount of that Payment to Borrower's trust" in bankruptcy W to any
similar postal inner any lonfigi or Save bankruptcy law of law lot the relief of debtors, IM Indebtedness shall be considered unpaid Our the pulp,,, of
enlwcemenl Of tras Guaranty.
Guarantor Mather -Alm old agrees not Ic assert or Claim at any time any deductions to the Amount guaranteed under his Guaranty for any GLUM of
1400111 counlwc4 mn, Counter demand, necoupmenl w Anuf r tight, Whether such claim, demand or right may be "Ahmed by the Borrower, the
Guarantor, Or bun.
GUARANTORS UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees [MI each of IM werven Set loch above is made
won Guarantors hull knovMdge of Its Stgnlmam, and consequences and that, under Ins circumstances, the Indiana its lwsonabla and not contrary to
Public policy aW W ?w any Such r Is doormined to be contrary to any appl oabll low m public policy, such waiver shag be effect" only to the
balled p Public policy. kY• .
LENDER'S RIGHT OF SETOFF. In addition to All clans upon and rights of SOJOU Against the moneys, sxudhn or other property of Guarantor given to
Lender by taw, Lander shag Mw, with respect to Guarantor's obligations to Lender under this Guaranty and to IM sxli nt permllled by law, a
contractual Possessory wordty Inlernl In and a start of setoff against, and Gwrantm hereby assigns, conveys, ddn , Pledges, and trnSlen to
Lender all of Gion entors r1ght. base and Intares] In and to, all deposits, moneys, secunbors and other properly of Guarantor now Of hereafter In the
possession of m on deposes wish Lender, whether hold In a general m Bowel Account or deposit, wholoar hold jointly with someone also, or whether
hold far saNkeepoq Or warnings, excluding however all IRA, Keogh, and Must amounts. Every such Wunty fnterssl and right of sent may be
=started whhmh demand upon m nolkre to Guarantor. No ncudy Inlmnl m right of setoff Slug be dwmed to have been waled by any act or
conduct on Do W of Lander or by any negad to eserLYSe such right of Setoff m to enforce such aecwty Interest or by any dolly In to doing. Every
right of Belch and security Inleresl shop continua In lug force and shoo[ using such right of setoff or Society Interest is specifically waled or released by
an Insuumanl In writing executed by Lander.
SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR, Guarantor eaten that the Indabledness of Borrower to Lender, whether now
Singling m Mrrher crselad, sMa be prior to any claim that Guarantor my now he" or hereaher acquire against Borrowed, whether or not Borrower
becomes inofwnL Guarantor hereby expressly subordinate any Claim Guarantor may hew against Borrower, upon any amount whlboever, to any
claim IMI Lonr . may rows m Minter he" against Borrower. In IM event of Insolvency and consequent liquidation of the nsela of Borrower,
though baNOlpky, by an amgn"nt far the benell or medaors, by voluntary Nquldanon, Or otherwise, the allots of Borrower applicable to the
payment of the dawn of both Lander and Guarantor Shad be paid to Lender and shall be firs] applied by Lander to the Indebtedness of Borrower to
Lentler. Guaranm one hereby assign to Lender all cams which It may haw or acquire against Born wrer or agalrhsl any aaigMe or truth In
bankruptcy of Bmrowas prov dad however, that such assignment atoll be nnnw only for the purpose of a¢umig to Lentler full payment In his
tender of IM I tednen. It Lander so squeals, any notes w oredll agreements now m hereafter evidencing any debts m obhgaUom of Borrower to
Gwrantm shall be marked with a legend IMI [he nine are subject to this Guaranty and shall be delivered to Lender. Guarantor homes, and Lender
hereby is aulhwtmd, in me rums of Guarantor, from time to lime to execute and file financing stolemenls and connnuabon statements and to execute
such other do is and to take such other actions as Lander deems noc nary or appropriate to podsi preserve and onto" Its rights under this
Guaranty.
MISCB.LANEOM PROVISIONS. The hollowing miuallansous provisions are a pad of this Guaranty:
Amen 13L Thus Guaranty, log ether woo any Related Dmu"nls, consthule the entire understanding and agreement 01 the palm As to the
manse set north in Ito Guaranty. No afteranon of or amendment to this Guaranty shelf be effective unles given in writing and signed by the Party
IS parboil sought to be charged or bound by the tllarabon or amendment.
Applicable Law, This Guaranty has been Conned to Lander and accepted by Lender In the Commonwealth of Pennsylvania. It there is a
bwsuit. Grarantm agrees upon Lander'a request to submit to the jurisdiction of the courts of Cumberland County, Commonwullh of
PonMy1wmS. Lender and Guarantor hereby wales the right to any Jury IMI In any ecllon, proceeding, or counterclaim brought by either Lender m
Guarantor against Bus outer. This Guaranty shall be governed by and construed In accordance with the laws at IM Commonwealth of
Pennsylvania.
Attorneys' Foes; Espenees. Guarantor agrees to pay upon demand all of Lender's calls and eq» . Including snomoye' fees and Lende: In Connection
Lander Owram toMainland "a =to a expewith has of Such Guara
Cosh ntl expenses pay someons, aim to Lendoelinome plea nthis d Guaranty, and
whothm m not there IS a lawsuits Including allarMi s' Isis end legal expeMBg for bankrupt K is to expenses
waste ry proceedings (and r also rhp efforts to madly or
ant aftnW stay m injunction). a by the and any enliClpalatl Posl-Jutlpment collection eeMee{. Guarantor also shell pay at Court cats
and such adQbmW h ass es may y be aeclsd by murL
Notlcea. AS nobces mumd to be given by either parry to the other under this Guaranty sMU be in writing, may be sent by hilelacxiMN, and Shop
be oflaCreee Mtn actually detiwnd or when deposited with a nelioMpy, recognuad Overnight mater, or when deposited in the Unlled Stales mal
first atria Dosage pnpeld. addressed to the party IO whom IM notice is to be given at the adding shown soon At to such Other addresses as
elrhar ver0' may O"mM to the other In writing. II there is mars than one Guarantor, nor" to any Guarantor will corhsUluls notice to ace
Glararams. Fm nobw Customs. Guaraotor saran to keep Lender Inlmm ld at all mores of Guarantor's Curent adorns.
InlerpmUdWL In all cases where Thera is more then one Borrower m Guarantor, then all words wed In IM Guaranty In the singular Shah be
darned to haw born used in the of" whew the context and consuuchon to dews: and when IMn is more than one Borrower named in Ims
Guaranty m when an Gains is a tdod by loon IMn one Guarantor, the words'Banowref nd'Guargishi locomotwolY shoo "en ace and
arty one m soma of them The wads Yxuaranlar; 'Boaowar; end lender' Inctutle the heft, sudcre m. assigns, and transfer m of each of
them. Capon t ac&ngs in On Guaranty an fm Cnwntence purposes only and are not to be wed to in
Ownnfy. N a opal at torrpetonl jundichon finds any provision of IM Guaranty to be Invalid m unenforceable as to ceMM the provisions 01 the
any tenon o muaraa
such .
In 40 at ataU not aherender IMI provision Invalid m le. If nabN as any other tenon m circumstances, and an Provisions this n Guaranty
rs m remain void eke and and enlo"ebL1 any oM Or more of Seldom, or Guarantor are Cdpme m ts U is no
onC haery m for i h, and aagwe Into the Downs of Borrower m Guarenlm Or of IM omCert, tltromom, ore, parn Or agents nts soling ld Or of
o r nteed Purporting to his
Guar Are any Indapletlnesh rtutle m cepted In relance upon IM pr0lnsed exeronS of own powers shall he guaranteed unner this
my.
Wolter. Larder shaft not be domad to how waved any rights under IM Guareny unless such wawar is given in writing and &Vmd by Lender.
No deny m ohearan on IM pan of Lender in exercising any right shell operate as a waver of such tight m Any other hart. A warm by Londar of
a pravnpn am Into Guaranty, shell nor prejudice m cOnsllWa a waiver of Lencii right otherwise to demand thicl eomplance with IMI Provision Or
any olhsr Provision of this Guaranty, No Clint, waiver by Lender, nor any course of dealing between Lender and Gwrantm, shall constitute a
wahr of any, of Lentler's right, m of any of Gwranlm's ocegelicns as to any future transactions. Whenever the consent of Lender is required
undo this Guaranty. IM Stalling Of such consent by Lender in any instance Shell not commule continuing tonight to &="q"nl mmis ce
where such consent a ngmred and in 611 casn Such convent may be granted W withhold in IM soil education of Laneer.
07-15-1997 COMMERCIAL GUARANTY Page 3
Loon No 2737095 (Con(Inued)
OF JUDGMENT. GUARANTOR HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE
IY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR
RER A DEFAULT UNDER THIS GUARANTY, AND WITH OR WITHOUT COMPLAINT Fn m •c rc eA.v me,. ---- __
SO DOING, THIS GUARANTY OR A COPY OF THIS GUARANTY VERIFIED BYNAFF DAVIITRSHALL BE SU F C ENT WAf
GRANTED IN THIS GUARANTY TO CONFESS JUDGMENT AGAINST GUARANTOR SHALL NOT
GUARANTY BE EXHAUSTED BY
AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT T IN FULL OF ALL AMC
. GUARANTOR HEREBY WAIVES ANY RIGHT GUARANTOR MAY HAVE TO
SUCH CONFESSION OF JUDGMENT, EXCEPT ANY NOTICE AND/OR HEAR NOTICE ING TO A HEARING IN
REQUIRED UNDER APPLICABLE I
EXECUTION OF THE JUDGMENT, AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLS
JUDGMENT PROVISION TO GUARANTOR'S ATTENTION OR GUARANTOR HAS BEEN REPRESENTED BY INDEPENDEN
LIEN ARISING FROM ANY JUDGMENT CONFESSED OR ENTERED PURSUANT TO THE FOREGOING AUTHORITY SHA
OF GUARANTOR'S RESIDENTIAL REAL PROPERTY AS THAT TERM IS DEFINED IN THE PENNSYLVANIA ACT OF JAN(
13, NO. 6). REFERRED TO AS THE. LOAN INTEREST AND PROTECTION LAW, AS AMENDED, AND THE HOLDER OF ANY
nn FNmncn N..or. _.....
V,OCM"10= PNU6LLV AGAINST ANY SUCH RESIDENTIAL REAL PROPERTY: PROVIDED, HOWEVER, THAT' THE LIEN OF SUCH JUDGMENT
SHALL EXTEND TO SUCH RESIDENTIAL REAL PROPERTY AND THAT THE HOLDER THEREOF SHALL BE PERMITTED TO EXECUTE. LEVY OR
PROCEED AGAINST SUCH RESIDENTIAL REAL PROPERTY FROM AND AFTER THE ENTRY OF A JUDGMENT AS CONTEMPLATED BY SECTION
407 OF SUCH LOAN INTEREST AND PROTECTION LAW AND RULES 2981 TO 2986 OF THE PENNSYLVANIA RULES OF CIVIL PROCEDURE, OR
SUCCESSOR OR SIMILAR STATUTES AND RULES. NO LIMITATION OF LIEN OF ANY EXECUTION, LEVY OR OTHER ENFORCEMENT
CONTAINED IN THE IMMEDIATELY PRECEDING SENTENCE SHALL APPLY WITH RESPECTTO ANY JUDGMENT LEVY OR OBTAINED OTHER THANE THE
FOREGOING AUTHORITY TO CONFESS OR ENTER JUDGMENT.
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 19 EFFECTIVE UPON GUARANTOR'S EXECUTION 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 LENDER IS NECESSARY TO MAKE THIS GUARANTY
EFFECTIVE. THIS GUARANTY IS DATED JULY to, 1997.
THIS GUARANTY HAS BEEN SIGNED AND SEALED BY THE UNDERSIGNED,
GUARANTOR:
X 7?.a+?r-eti p . .el.ru..(?6..sYL (SEALI
Nency Derdckao
Signed, ack wlI an d II fired In the presence of:
witness
X
Witness
INDIVIDUAL ACKNOWLEDGMENT
STATE OF
lee
On thn, the day of 19 , before me IM
undersl9ned Nalary Pubec, personally appealed Nancy Den ckson, known 10 me (or satisfactorily proven) to be the person whose rums b subscrtbhe
to the within instrument, and acknowledged that he or she GXWUled the same for the purposes therein contained.
In witness whereof. I hereunto set my hand and official seal,
Notary Public in and for the State of
LASER Pro. nee U.S.Psi, aCM.off, Vw.223Icl, VFF CFI IYOSmaf%.IM. 411 rrytllvperve a. IPA-E20 dULAGE.LN C20AVLI
NLWAIf LLU45~W ONECOMMFPLf CWYE.C l...NMJLPS[vOIDIa
m
mn
Exhlbit H
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE MIDDLE DISTRICT OF PENNSYLVANIA
IN RE:
No.l•9838;b
R-GEE CONTRACTING, INC., '
ChanteI d7 (?-.?r.?e 22? A.b
Debtor I
NOV' 2g 1? ?X
y
STIPULATION
Lz i
AND NOW, this 23rd day of November, 1998, the Debtor and Commerce
Bank/Harrisburg, N.A. ("Commerce") by their respective attorneys, hereby stipulate
and agree as follows:
1. On or about October 9, 1998, Commerce filed a Motion for Relief from
the Automatic Stay (the "Motion") requesting the ability to recover legal possession
and title to the Vehicles, Collateral, Accounts, as those terms are defined in the
Motion. A true and correct copy of the Motion is attached hereto as Exhibit "A" and
incorporated herein by reference.
2. On or about March 17, 1997, the Debtor executed a Promissory Note in
favor of Commerce in the original principal amount of Nineteen Thousand Two
Hundred ($19,200) Dollars, together with interest thereon and all other charges more
particularly provided therein (the "First Note").
3. The First Note is secured by a Commercial Security Agreement (the
"First Security Agreement") securing the First Note with, among other things, a 1983
Mack Tractor MN N1M2N179Y2DAO8556) (the "Mack Tractor"), a 1971 Strick
Trailer (VIN #142199) (the "Strick Trailer"), and a 1973 Rogers Trailer (VIN #16854)
(the "Rogers Trailer"). (The Mack Tractor, the Rogers Trailer, and the Strick Trailer
are hereinafter collectively referred to as the 'Vehicles").
4. The security interest of Commerce Bank in the Mack Tractor and the
Strick Trailer was perfected by the filing of liens and the titles with the Pennsylvania
Department of Transportation.
5. Commerce's valid security interest in the Rogers Trailer was not
perfected due to the Debtor's failure to file the requisite application with the
Pennsylvania Department of Transportation (See 75 Pa.C.S.A. §1133).
6. The First Note requires monthly payments from the Debtor in the initial
amount of Five Hundred Ten Dollars and Twenty Cents ($510.20).
7. The Debtor has failed to make payment due under the First Note on
April 17, 1998, May 17, 1998, June 17, 1998, July 17, 1998, August 17, 1998,
September 17, 1998, October 17, 1998 and November 17, 1998. Such defaults are
continuing.
8. On or about July 16, 1997, the Debtor executed a Promissory Note in
favor of Commerce in the original principal amount of Fifty Thousand ($50,000)
Dollars, together with interest thereon and all other charges more particularly
provided therein (the 'Second Note"). The First Note and the Second Note are
hereinafter collectively referred to as the "Notes".
9. The Second Note is secured by a Commercial Security Agreement (the
'Second Security Agreement") securing the Second Note with, among other things, all
2
inventory, chattel paper, accounts, equipment, general intangibles and fixtures of the
Debtor (the "Collateral").
10. The Collateral was continually perfected by the UCC-1 Financing
Statements filed with the Secretary of the Commonwealth, and with the Prothonotary
of Cumberland County. True and correct copies of the UCC-1 Financing Statements
are attached hereto as Exhibit "B" and incorporated herein by reference.
11. The Second Note was further secured by the Commercial Guaranty of
Robert G. Derrickson, Sr. and Nancy J. Derrickson (the "Derricksons").
12. The Second Note requires monthly payments from the Debtor in the
initial amount of Four Hundred Four Dollars and Thirty-three Cents ($404.33).
13. The Debtor has failed to make payments due under the Second Note on
April 16, 1998, May 16, 1998, June 16, 1998, July 16, 1998, August 16, 1998,
September 16, 1998, October 16, 1998 and November 16, 1998. Such defaults are
continuing.
14. As of June 11, 1998, the total amount due and owing by the Debtor to
Commerce under the First Note and the Second Note was Sixty-One Thousand
Ninety-Eight Dollars and Fifty-nine Cents ($61,098.59) plus interest, cost, late fees
and attorneys fees as set forth in the Notes.
15. The Debtor maintains bank accounts 510011356, 510026857, and
610004955 at Commerce (collectively the "Accounts").
3-
16. As of November 19, 1998, the collective balance' in the Accounts is
$1,924.63.
17. As a condition for the funding of the Notes, Commerce required that the
Notes and Security Agreements provide for a lien on, and a security interest in any
and all accounts (present and future) as security for repayment of the liabilities
evidenced by the Notes. Said security interest is independent of Commerce's right
of setoff under Pennsylvania law.
18. Commerce's security interest in (Accounts) cash collateral of Debtor is
perfected when said cash collateral is in Commerce's possession, to the extent of
Debtor's liability under the Notes. 13 Pa.C.S.A. §9305.
19. It is the Debtor's desire to retain possession and use of the Vehicles.
20. Debtor authorizes and agrees to allow Commerce to setoff of the entire
balance of the Accounts towards the arrearages due and owing under the First Note
and hereby consents to relief from the automatic stay for Commerce to do so.
21. Beginning with the payment which came due on November 17, 1998, the
Debtor shall make regular monthly payments under the First Note in the amount of
Five Hundred Ten Dollars and Twenty Cents ($510.20) plus an additional amount of
One Hundred ($100) Dollars per month to be applied to cure outstanding arrearages
for a total monthly payment of Six Hundred Ten Dollars and Twenty Cents ($610.20).
The November 17, 1998 payment shall be made by Debtor to Commerce within ten
(10) days following the date hereof.
4
22. Debtor thereafter shall continue to make regular monthly payments on
or before the 17th day of each month in the amount of Six Hundred Ten Dollars and
Twenty Cents ($610.20) under the First Note until the First Note is fully repaid.
23. Debtor shall, within ten (10) days following the date hereof, execute and
file with the Pennsylvania Department of Transportation any and all documents
necessary to perfect Commerce's lien on the title to the Rogers Trailer which lien
shall secure the First Note, as originally anticipated.
24. Debtor hereby assigns to Commerce all of its right, title and interest in
all of its accounts receivable and inventory as set forth in the Debtors bankruptcy
schedules filed on June 18, 1998 (the "Accounts Receivable" and "Inventory"
respectively) and hereby consents to relief from the automatic stay for Commerce to
take possession and title to such assets. Debtor shall cooperate with Commerce in
the collection of such Accounts Receivable and Inventory and the liquidation thereof
and shall execute any and all documents which may be necessary to effectuate the
assignment of the Accounts Receivable and Inventory to Commerce.
25. If the Debtor shall fail to make any payment or perform any duty or
obligation as set forth in this Stipulation, Commerce shall give written notice by fax
to Debtor's counsel. Debtor shall have ten (10) days from the date of said notice to
cure the default. If Debtor fails to cure said default within said ten (10) day period,
Commerce may file a Certificate of Default with the Bankruptcy Court to
immediately thereafter obtain an Order for Relief from the Automatic Stay entitling
Commerce to immediately exercise any and all state court remedies to obtain legal
title to and possession of the Vehicles, Accounts, Accounts Receivable, and Inventory
as those terms are defined herein and in the Motion.
5-
26. The Debtor acknowledges that this Stipulation in no way limits
Commerce's right to pursue the guaranty of the Derricksons securing the Second Note
to recover amounts due and owing under the Second Note. Commerce acknowledges
that the Derricksons have filed for bankruptcy protection under Chapter 13 of the
Bankniptcy Code. This agreement shall not be construed as a reaffirmation of any
personal liability of the Derricksons to Commerce.
27. The Debtor acknowledges that the indebtedness represented by the
Notes is in default and due and payable in full at once, except as otherwise agreed
herein.
28. Monarch Products Co., Inc. ("Monarch") with an address of 385 Sipe
Road, York Haven, Pennsylvania 17370 has asserted a lien on the Accounts (the
"Monarch Lien"). On or about May 11, 1998, Monarch filed a praecipe for writ of
execution requesting Commerce to be made Garnishee.
29. The Monarch Lien, if valid and perfected, is under and subject and
junior to the perfected lien and security interest of Commerce.
30. Commerce has served Monarch with a copy of this Stipulation as set
forth in the attached Certificate of Service due to the effect of this Stipulation of
divesting Monarch of its lien on the Accounts and terminating the garnishment of the
Accounts in order to enable Commerce to immediately setoff the amounts available
in the Accounts against the balance due on the Notes.
31. Commerce will request the Bankruptcy Court to approve this Stipulation
to allow setoff of the Accounts after thirty (30) days from the filing hereof in order to
provide adequate time for objections.
.? w
32. Service of this Stipulation as set forth on the attached Certificate of
Service is sufficient to afford reasonable notice of the provisions of this Stipulation
and an opportunity for a hearing as set forth in the fiules of Banlnuptirr/Procedure.
jw4 North Front Street
P.O. Box 5950
Harrisburg, PA 17110.0950
(717) 232-5000
Attorneys for Commerce Bank/Harrisburg, NA
! mg J. Imblum, s re
Knupp & Kodak P. .
407 North Fro Street
Harrisburg, P 17108-1848
Attorn ey for ebtor
i
CERTIFICATE OF CONCURRENCE
I, Jeffrey T. Russell, Esquire, hereby certify that on November 2, 1998,
I spoke with Larry J. Frank, Esquire, the Trustee in this Chapter 7 bankruptcy case
and that he indicated that he did concur with Commerce's Motion for Relief from the
Automatic Stay. Furthermore, Mr. Frank further indicated that he would concur
with the stipulation transferring the same assets as requested in Commerce's Motion
for Relief from the Automatic Stay from the Debtor to Commerce pursuant to a
stipulation between the Debtor and Commerce.
UY/
11 0? C04
C??NdYy,"
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE MIDDLE DISTRICT OF PENNSYLVANIA
IN RE: R-GEE CONTRACTING,
INC.,
Debtor
COMMERCE BANK/HARRISBURG,
N.A.,
Movant
V.
R-GEE CONTRACTING, INC.,
Respondent
d°. Ott fiarrisburg, PA
TINE A.M.- P.M.
bG 9 X998
CHAPTER 7
NO. 1-98-02938
MOTION OF COMMERCE BANYA APMSBURG, NA FOR
RELIEF FROM THE AUTOMATIC STAY
AND NOW, this 9th day of October, 1998, Commerce Bank/Harrisburg, N.A.
(hereinafter referred to as "Commerce"), by their attorneys, files the following Motion
For Relief From the Automatic Stay pursuant to §362(d) of the Bankruptcy Code and
Rule 4001(a) of the Bankruptcy Rules:
1. Commerce is a national association with its principal offices at 100
Senate Avenue, Camp Hill, PA 17011.
2. Debtor filed its Petition for Relief under Chapter 7 of Title it of the
United States Bankruptcy Code on June 12, 1998. Relief was ordered.
3. On or about March 17, 1997, the Debtor executed a Promissory Note in
favor of Commerce in the original principal amount of Nineteen Thousand Two
Hundred ($19,200) Dollars, together with interest thereon and all other charges more
particularly provided therein(the "First Note"). A true and correct copy of the First
Note is attached hereto as Exhibit "A" and incorporated herein by reference.
4. The First Note is secured by a Commercial Security Agreement (the
"First Security Agreement") securing the First Note with, among other things, a 1983
Mack Tractor (VIN #1M2N179Y2DAO8556) (the "Mack Tractor"), a 1971 Strick
Trailer (VIN #142199) (the "Strick Trailer"), and a 1973 Rogers Trailer (VIN #16854)
(the "Rogers Trailer"). (The Mack Tractor, the Rogers Trailer, and the Strick Trailer
are hereinafter collectively referred to as the "Vehicles"). A true and correct copy of
the First Security Agreement is attached hereto as Exhibit "B" and incorporated
herein by reference.
5. The Security interest of Commerce in the Mack Tractor and in the Strick
Trailer was perfected by the filing of liens on the titles with the Pennsylvania
Department of Transportation. True and correct copies of the Certificates of Title
indicating such liens are attached hereto as Exhibit "C" and incorporated herein by
reference.
6. In violation of 75 Pa.C.S.A §1133, the Debtor failed to file the requisite
application with the Pennsylvania Department of Transportation in order to perfect
Commerce's valid security interest in the Rogers Trailer.
7. The First Note requires monthly payments from the Debtor in the initial
amount of Five Hundred Ten Dollars and Twenty Cents ($510.20).
2-
8. The Debtor has failed to make payments due under the First Note on
April 17, 1998, May 17, 1998, June 17, 1998, July 17, 1998, August 17, 1998 and
September 17, 1998. Such defaults are continuing.
9. On or about July 16, 1997, Debtor executed a Promissory Note in favor
of Commerce in the original principal amount of Fifty Thousand ($50,000) Dollars,
together with interest thereon and all other charges more particularly provided
therein (the "Second Note"). The First Note and the Second Note are hereinafter
collectively referred to as the "Notes". A true and correct copy of the Second Note is
attached hereto as Exhibit "D" and incorporated herein by reference.
10. The Second Note is secured by a Commercial Security Agreement (the
"Second Security Agreement") securing the Second Note with, among other things,
all inventory, chattel paper, accounts, equipment, general intangibles and fixtures of
the Debtor (collectively the "Collateral"). A true and correct copy of the Second
Security Agreement is attached hereto as Exhibit "E" and incorporated herein by
reference.
11. The Collateral was continually perfected by the UCC-1 Financing
Statements filed with the Pennsylvania Department of State, Secretary of the
Commonwealth, and with the Prothonotary of Cumberland County. True and correct
copies evidencing the financing statements are attached hereto as Exhibit "F"
incorporated herein by reference.
12. The Second Note was further secured by the Commercial Guaranty of
Robert G. Derrickson, Sr. and of Nancy J. Derrickson (the "Derricksons"). True and
correct copies of the guaranties of the Denicksons are attached hereto as Exhibit "G"
and incorporated herein by reference.
3-
13. The Second Note requires monthly payments from the Debtor in the
initial amount of Four Hundred Four Dollars and thirty-three Cents ($404.33).
14. The Debtor has failed to make payments due under the Second Note on
April 16, 1998, May 16, 1998, June 16, 1998, July 16, 1998, August 16, 1998, and
September 16, 1998. Such defaults are continuing.
15. By letter dated June 18, 1998 (the "Letter"), Debtor's counsel informed
Commerce's counsel of his belief that Commerce maintains a first priority secured
position in Debtor's accounts receivables (the "Receivables") and inventory (the
"Inventory"). A true and correct copy of the Letter is attached hereto as Exhibit "H"
and incorporated herein by reference.
16. Debtor's counsel further indicated in the Letter that the approximate
value of the Inventory and Receivables as $8,000 and $230,000, respectively.
17. Debtors Schedules (the "Schedules") filed on June 18, 1998 indicate the
value of the Inventory and Receivables as $8,000 and $190,479.24, respectively. A
true and correct copy of the relevant Schedules are attached hereto as Exhibit "I" and
incorporated herein by reference. (The Inventory and the Receivables are included
in the term "Collateral" as herein defined).
18. During the Creditor's Meeting held on August 21, 1998, the Debtor
indicated he is no longer pursuing collection of the Receivables due, in part, to
various defenses which would prohibit or restrict collection.
19. With the passing of time, the value of the Vehicles and the Collateral
continues to diminish to the detriment of Commerce.
-4-
20. On August 26, 1998, the Derricksons filed a petition for relief under
Chapter 13 of Title 11 of the United States Bankruptcy Code. Relief was ordered.
21. As of June 11, 1998, the total amount due and owing by the Debtor to
Commerce under the First Note and the Second Note was $61,098.59 plus interest,
costs, late fees, and attorneys fees as set forth in the First Note and the Second Note,
respectively.
22. The Debtor maintains bank accounts 510011356, 510026857, and
610004955 at Commerce (collectively the "Accounts").
23. As of October 1, 1998, the collective balance in the Account is $1,924.59.
24. The Notes authorize the right of setoff to Commerce.
25. As a result of Debtor's failure to make payments in accordance with the
First Note and the Second Note, and the diminishing value of the Vehicles and the
Collateral, Commerce is not adequately protected in its interest in the Notes.
26. Commerce will suffer substantial irreparable harm if Debtor is permitted
to continue to possess the Vehicles and the Collateral, without making prior timely
payments therefor.
WHEREFORE, Commerce respectfully requests that your Honorable Court
enter an Order granting Commerce's Motion and directing (i) that the automatic stay
be modified to permit Commerce to exercise any and all state court remedies and any
other lawful actions necessary to recover legal possession and title to the Vehicles,
and the Collateral; (ii) that the automatic stay be modified to permit Commerce to
-5-
exercise its right of setoff against all balances in the Accounts; (iii) that all right, title
and interest in the Receivables be immediately vested free and clear of any other
claims, in the name of Commerce so that Commerce may pursue collection thereof;
and (iv) such other relief as is just under the circumstances.
M & Woodside
34 h r ont Street
P.O. x 5950
Harrisburg, PA 17110-0950
(717) 232-5000
Attorneys for Commerce
Bank/Harrisburg, N.A.
CERTIFICATE OF NON-CONCURRENCE
I, Jeffrey T. Russell, Esquire, hereby certify that by letter dated October 2,
1998, I forwarded a copy of the Motion attached hereto to the attention of Gary J.
Imblum, Debtor's counsel, and that, having heard no response from him, can only
conclude that the Debtor does not concur in the attached Motion.
W
P.OPI ox 5950
Harrisburg, PA 17110-0950
(717) 232-5000
Attorneys for Commerce
Bank/Harrisburg, NA
EXHIBIT A TO MOTION
162829 1
PROMISSORY NOTE
.; tPnnclptU Loen Data Mturlry I LDen No Call Collaterai I Account I O116er I ImGels
51920000 - 103-171997 12-'17- 200027257B8 I I el
Remences in in, waned AIDA we 101 LWOMI We only /no 00 not hma tna aoonuowiv al INS ddpumem to any camcuar den Or WA,
Borrower: R-Ges Contracting. the. This 26-16201!51 Lender: Commerce
Main Onc a wknImmse cast allonn AwUl
0 Richland We. Suite Iola 100 Sans[* Avenue center
Cane MITI, PA 17011
CemP HDI, PA 17011
Principal Amount: 519,200.00 Interest Rate: 9.500 Ar Date of Note: March 17, 1957
PROMISE TO PAY. R-Goe Comnclln9, Inc. ("Borrower-) promises to pry to Commerce BanwHarnsburg, Nllona, A- -abaft ('Lender'), or
ome. In I&I money of tee United Stales of America, the pful Mount Of Nineteen Thousand Two Maherm A Carlos DWbrs (111200.001,
together with Interest at the tale of 9300% per annum an the unpaid principal balance from March 17, 1117, unlit pald In full.
PAYMENT. Borrrar will pay ime oat In AS payments of 161020 sun payment. Borrower's first payment Is CUD April 17, 1517, aria ail
WOWUgnl payments ere aua an the Aetna M at suh month after that. Borrower's final payment will be Due on Decemoer 17.2000, Ana will
be tar all principal We MI MCCNed Interest not yet W. Payments In rude principal and Interest. htareSi on INS Nob a cW rouia0 On a 7651360
rmdm mww bead; that a, by &COMI G Ins IAN 01 IM annual Internal isle oyw a year at 760 Days. mulholed by INS outstanding pn=W INCOME,
MUIOMO by INS &must number ol days DOW Pta ),snow may otpgnab nwr Ling. Unless a n NAS Ag ireed or sowed by AOPb m Ww. Lpayments wd Do 'DOW : OH IO a.,"*a
lh
ur1pW interest, than 10 principal. And any remaining amount b Any unpaid Co DOn C"M and tale CAarges.
by Lobs. 0"NID. resa" BanOwr of B u onaw vanity r! de 0 4o(IO 0 corturss 10 mks pa a payments under the PaymenSaeeOLUL RalnrnChey w'Y NameDIm,
pnildpal de wvta due and mey result in Borrower making driver psymenl5.
LATE CHARGE. It a payment is 1s days or =To late. Borrower will to Chirped side%of the rogulaly =L=inen payment.
DEFAULT. Bmowar will be in dWWult it any of IM losowrlg MCPSM: (A) Borrower Ise to mks any payment when taw. (b1 Brrowr area" any
Pt m Brrowr hes mdse b Longer. Of Borrower` told to COmply win Or 10 WSMIm when due try WAW arm, plabGAUOn, achomm" or MAGUWA
=AUMC In INS NOW or any agreement related to this NOB, a in any other agfeemml r ban BOMOwr NSf -in Undw. (e1 Brrowr debuits under
any ban, snmsers of rem4 Mi,mry sgomml. purchase or Mma sgresmanh or any other agroomont. in lavr 01 any clnr cream r person WI
may malwwv amwa any of Bmawrs Dfopany a Borowefs acully 10 repay INS NOW r pedrm SmDW W'S omgaYra unCr IM NOW Of any 01 the
Reabd Documents. Id) Any npmaama"n in S, Wmmt mane r furnmed to UMW by BanowW w on Borrowers cowl a lace r mpesang In any
=b naneci either now W at the Omer mede r furM111d (0) BWMdww OeCOmes Ihad"ni, a recewer A acpantec Ir any pan of Barower'S
Pf=". SmOwer makes an /%Knms,l Ir ins eeMAI Of rerrrs, Or any plopeaOing a commenced What by Brrowr r aGWhal Borrower, now
any bankruptcy W aa3ryw Cy Isw,. (1) Any creWlr Net U; Wks any of Bomwer's prepaMy on r Of when Lance( nos a tan r MICUM hlwesl. TM
buduaes a garnum umt of any of Borrower's wounts wiles under. (g) Any guarmlr Was Or any of INS other events casCmac in Ines catsup section
OCWb3 rem '"DOW 10 any QUWAMiW at tna NOW. In) A malehat AUWSG Change Occurs In Borrowers bNnCW =main. Of Longer Owlela IM
PI=Psd of PAYmenI r priwMn al Me IndaobonW a Imposed. (I) Unar m good Wish seems imall insecure.
II any dalAUd, oD Dun a default m Payment. R cram And It BWCWW nu not been pMon :2;1 ies Of A breach of he same Of0ymon Of IM Note
wiltrish CUD
ittrul LAheM rtan?dlrrlg cure at such almuct: it cut" M default wIIN won (10) Days; r (DI ill a cum maw as mil tun ton 101 cane n NO=* Kohl W Y
w m Nees witatt Under CNms m Landers told oafs= to be IUW@nl to cuts IN GeIAWi and IN WAMw conanaes and czm0aas ail rusom m,
am necessary taps sumciem to pro0uc , compliance a soon 93 WuOMbly practical.
LENDERS RIGHr5. Upon alilud. Lender mesa, Ant giving such nobca AS recurred by smiscable few, dC 10 IN ante urgers, pntspoai asums r an
IM No, am ss accrued unpaid Informal Immrwmy due, and hen Brrowr will pay that amount. Upon CwAUI. Inimuoing Now, a pay uuoh final
Mai liy. Under. w its option. may ship, II Pwhuhod unow Appm ble aw.,M We IMe misrest tale an INS Note 2.000 percentage coma. The mares:
MW was 1101 o C INS r mum bps OWmmud by anp4har, aw. Lanaer may hao or DAY Someone "a to halo CCtaL' IM Not, 11 Bcrrawar Giles hWi
Pay- emWww eao sail GARY Under INI emOUnL TM IMuOU, Suotw-J 10 any firma undue app4ClpW are, Lender's amamayl and Under A Urge
=0Whether or nap there a a aWAMI. munng alwmn Ise and most amonaae Ir bankruptcy procaerngs (IM1:uang mans to maWty D'
Y W Arty Automatic My or inryne40nL 0,W .....ny AM owed OOSNuOpmem ct;ii do MivCee. If not pmnrMO by A OPfCAOa are. Bmowlr
will aria on,M NOW air Judgment "the wa lg mWA, Wm o"", Ir a 1111u Nom nThis Note Ise Olson Deliver" to oLendter and =acted 0)
Lerida In tn* Ccmmom "M of Pennsylvania. It there Isa lawult, Borrower agree, upon Lender's request to ucmll to h, 'ncti m Count Of Cumberland County, ins ComMD"Wth of Penncywmld Lender and Borrower hereby wine the ngnf to any jury Into my action,
Proceeding, Or muntercimm bought by Witter Under or Borrower against the other. This Note mail be go...tied by and Construed m
KCNOancs with the Lewis of the COmmonwealin Of Pennsylvania-
DISHONORED ITEM FEL• Borrower red PAY A lee to UMW of $10.00 it Borrower makes a payment on Boncryw'A loan anc IN phase, r
pnenbowo cnatge wan which Bmnw Dayf a LAW Oanmwmd.
RIGHT OF SETOFF. Bonowr Gann to Under a pro wUCTUW possessory seeunry interest tn. and har by ssaiON. OWNS a. demM, recges. and
"AMANDS M WOW Al
Yldadalg "hd rbon am acco nor holwrtndsoto. mbnaawas and all secouna BmdWer wm,y open in the lmtwo, slu ping npw'aHr am -1111 ut 62 M §M owlWd a mMok m tow. W Charge r sa;]11 u S.- CUM olo6 an IN, NOW against any and ,Y in um a=UnaBorrower aumeNU Lender. to
INS W
COLLATERAL Th l NW a ee W by 1967 Macs TaCtor. 1971 Suck Tranf and a 1977 Rogers Tatar.
MAXIMUM RATE OF INTEREST. NOnMfatanding anything to the cantsaiy contained Won r in airy What document Akacutad In conn,c ion with the
LOAN Ihe effects" rase r Ullaiesl an the LW, mat AN espaaa INS maaimum whocu" rim or IMlr"i pwmllso by AOOwul taw Or nOua4on. The _
Brrowr below across to gal Undr wntlan maps in INS e"n11Nt Brrowr W actual knowmags Thal Any mired payment INCA to Lancer wilt.
ruDW to Ulf loan wall GAued ma IOW mlwesl Ply m CWNCIap m am arks year b be GArnps unow sockamle are. and UnOr Macy agrees not
wOW 06 ml in LMaK3 O,Amn.. Bank nerves I npm to dues tnn,, muetwea, pebtam by Ina Borrower. THAI provision war su vivs IOmm; which tr AM the MMy n1 r INtn,
GENERAL PROVISIONS. Lender may dem, r force enleirng any of is rights or r$meatl UMOW IM NOW w Inzul losing them. Bmww and a"
otlbr penpM wee signs, guarenius or srkOraes IM Note. IO ins enem woweC by mw, war" presentment, co"M la Payment. ;,Olesl one n0oc, of
ddblmr, Upon Any fangs n,th Wm, r IM NOW. she ,W5,,WAMW W WSW stwoo in writing, no gamy wn0 V gnS INS NOW, w omw as merit,
guaramw. Afc0o1n10debm mekr r onomw, sane be reWSed Kom la0wry, As suCm Camas agree INI LAnoer may (anew r attend re0uaas and
IW any C mu iris ta Any mlW ectan a, ininw, Aw'surr Or "now wseCulIN COm?`r l r not" to any l or Ah Susm, Omit" & -so eras trlael Lomas
My MdttY this WA without the Consent W or notice to Sm'OM amt than IN GAMY wpm whom IN mOOIIIC IIm IS made. n any CCOIOM Of the Nola is
ter am taaaan deiemklaa ta"u Ilrtaaoa. 9 era not &AMC IN entwousi wry of any olhw rawalcm of INS Nola,
CONFESSION OF JUDGMENT. BORROWER HEREBY IRREVOCABLY AUTMORiaT_S AND EMPOWERS ANY ATCRNEv OR THE -go, HONCTARY
OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, CA ELSEWHERE. TO APPEAR AT ANY TIME FCR BORROWER A; i0R AGAINST.
A DEFAULT UNDER THIS NOTE. AND WITH OR WITHOUT COMPLAIN' FILED. AS CIF ANY TERM. CONFESS OR ENS p?M? OU,fST.
BORROWER FOR THE ENTIRE PRINCIPAL BAL.ANCF. OF THIS NOTE. ALL ACCRUED INTEREST. LATE CHARGES. AND
EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THIS NOTE TCGfHER WITH INTEREST ON SUCH
AMOUNTS, TOGETHER WITH COST$ OF SUIT. AND AN ATTORNEYS COMMISSION OF TEN PERCENT 110%t CF THE UNPAID PRINCIPAL
BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NO-., LESS THAN FIVE HUNDREC DOLLARS 115001 ON WHOl-
.=GMENT OR JUDGMENTS ONE OR MORE EY.ECJTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING. THIS NOTE OR A DDPY 7 THIS
NOTE. VERIFIED BY AFFIDAVIT SHALL BE SUFFICTNT WARPANT. THE AUTf1ORfTY GRANTED IN THIS NOT. TO CCNFEES JIUZUMENT
AGAINST BORROWER SHALL NCT BE EXHAUSTED By ANY EXERC:SF. DF THAT AUTHORITY. BUT SHALL CONTINUE FROM TIME TC TIME INC
AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS CUE UNCEA THIS NOTE. BORROWER HEREBY WAIVES ANY RIGHT BORROWED
MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT E MER A
REPRESENTATIVE OF LENDER SPECIFICALLY CAILEC THIS CONFESSION OF JUDGMENT PROVISAN TO SCRRCWE A7-INTICN OR
SCaRDIvER HAS BEEN REPRESENTED BY INDEPENDENT LEGAL :OUNSEL THE LIEN ARISING FROM ANY JUOGME'L CONFESSED CA
ENTERED PURSUANT TO THE FOREGCING AUTHORITY SHALL NOT EXTENC TO ANY OF BORROWER'S RFS;7E•r'11L AEA, SCOPE;' AS
THAT TFAM IS DEFINED :N THE PENNSYLVANN AC OF JANUARY 70.'911 :PA LAWS 13 NO 61. REFERREC -C AS TOE .: AN INTEREST AND
SACTE.aON LAW, AS AMENCED AND THE HC.:EA CF ANY JUDDMENT :OHFEE= OR ENTERED PLRS?ANT " T.F 'GAGGING
AL:HCAtTY SHALL NOT IN ENFyY:EM6N: OF ANY S_LH J..COA'E :T EfE CLTE :Eta OR CTwEq W4E Pd:Car: :Gal"E' au• $J}
all
M
03-17_1997 PROMISSORY NOS - Page 2
Loan No 272 (Contlnued)
RE90ENIUL REAL PROPERTY: PROVIDED. NOWEVOL THAT THE LIEN OF suety JUDGMENT SHALL DOEND M SUCH RESDENMAL REN.
PROPERTY AND THAT THE HOLM THEREOF SHALL BE PERMITrEO TO =CUM LEVY OR PROCEED AGAINST SUCH RESDENTIAL REAL
PROPERTY FROM AND A"ER TrfE ENTRY OF A JIOGMENT AS CONTEMPLATED BY SECTION AW OF SUCH LOAN WlERFST AND
PRCRW=4 LAW AND RUM PS =1 TO 29aS OF THE PENNSYLVANIA RUM OF CN0. PRO=URE. OR SUCCE5= on &MLAR STATUTES
AM RLLM NO UMRATION OF LIEN OR ANY DMCUTON. LEVY OR CTIIER ENFORCEMENT CONTAINED IN T7E IMMEDIATELY PRECEDING
SENTENW 94A LL APPLY WITH RESPECT TO ANY JUDGMENT OETAIN E1 OMER THNN aY TW FOREGOING AUR/ORITY TO CONPFS9 CA
ENTERJLOGMEM
PRIOR TO SIGNWO THIS N= BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE. BORROWER AGMEES TO
111E TERMS OF THIN NOTE AND ACKNOWLEDGES REM" OF A COMPLETED COPY OF THE MGM
Dr..
Ramon DUTICKIllam W.PraaMna
ATTESTS
Corporate Seal)
Srlusq ar APmtlW Sra?Mry
rwawu hu1wri? L6MJ1' 1114?K Y.L MI?tAIOII V?.iaplMt VII2vWVSW nL AYM1pI1??????naI?MOYYMGLLn CI.OVII
a
N_
SCHEDULE A - c?
cn
Accounts Re va le and Contract Rights: All present and future accounts, contract
rights, instruments, chattel paper and general intangibles, the
guaran
therefor, and in any case where the aforementioned havearisens and
the sale of goods, the interest of the debtor in such from
including all rejected, refused and returned merchandise?ds and the products thereof,
raw Inventory: lsll present and hereafter acquired inventory, materials goods, merchandise,
property held ?forosale norrlease or furnished or todberfurnished n under other contractsl
of service and materials used or useable in manufacturing, processing and packaging
the same, and the products and proceeds thereof, including all rejected, refused
and returned merchandise.
Machinery 6 Equipment: All present and hereafter acquired chattels of any description,
machinery, vehicles, equipment, office machinery, and all other chattels used
by the debtor in the conduct of his business, which would constitute equipment
as defined by the Uniform Commercial Code, wherever located and any and all additions
and accessions thereto and substitutions therefor, and the products and proceeds'
thereof.
I, Jeffrey T. Russell, Esquire, hereby certify that on November 23, 1998,
I served a true and correct copy of the aforegoing Stipulation upon the following
persons by United States mail, first class, postage prepaid, addressed as follows:
Gary J. Imblum, Esquire
Knupp & Kodak, P.C.
407 North Front Street
Harrisburg, PA 17108
Lawrence G. Frank, Esquire
2023 North Second Street
Harrisburg, PA 17102
Monarch Products Company, Inc.
385 Sipe Road
York Haven, PA 17370
Bill Hose, Sheriff
York County Courthouse
28 East Market Street
York, PA 17401
EXHIBIT B TO MOTION
162829 1
COMMERCIAL SECURITY AGREEMENT
THIS COMMERCIAL SECURITY AGREEMENT Is entered Into between R-Gee Contracting, Inc. (referred 10 below as 'Grantor'); at..
Commerce BAnk1HaM1Sbur2, National Association (referred to below as -Lender-). For valuatie consideration, Grantor grants to Lender
security Interest In the Collateral to secure the Indebtedness and agrees that Lender snail have the nghLs stated in this Agreement wl:
respect to the Collateral, In addition to all other rights which Lender may have by law.
DEFINITIONS. The following wares snail have the following meanings when used in this Agreement Tema not otherwise defined in Ins Agreemet
shall have the meanings atineuled to such terms in the Uniform Commercial Coca. All referenda to dollar amounts snail mean amcunis in lawt
money of the United States of America.
Agreement. The word 'Agreement' means this Commercial Security Agreement, as this Commercial Security Agreement may as amenaea :
modified from time to time, together with all ezmbits and scneoulas attacned to this Commercial Security Agreement tram bme to time.
Collateral. The word -Collaterar means the following described properly of Grantor.
1967 Mack Tractor VINa iM2N179Y2DA065567
1971 Strick Trailer VINO 142199
1977 Rogers Trailer VINO 16854
In addition, the word 'cciiaierar induces ail the following, whether now owned a., hereafter acquires, whether now existing or nareanar ansml
and wherever lccaleC:
(a) All accessions, acoessones, increases, and additions to and all replacements of and sucsfilutions for any property da=.-ac acova.
(b) All products and produce of any of the properly aescnbed in this Collateral section.
(a) All accounts, general intangibles, instruments, rents, monies, payments, and all other rights, arising out of a sale. letsa, or ohm
disposition of any of the property described in this Collateral section.
(d) All proceeds (tnt:udmg insurance proceeds) from the sale, destruction, loss, or other disposition of any of the procerty des: ^.bed in it.
Collateral section.
(e) All records and date relating to any of the property described in this Colateral section, whether in the form of a writing, pnotegrac:
microfilm, microfiche, or electronic media, together with all of Grantor's right, title, and interest in and to all compuler scnwwo recmrec
utlliZa, create, maintain, and process any such records or bale an electronic media.
Event of Default. The words :vent of Default" mean and include without limitation any of the Events of Default sal Icnh below in the sati:.
filled "Events of Default.'
Grantor. The word 'Grantor' means R-Gee Contracting, Inc., Its suacessnrs and assigns
Guarantor. The word Guarantor' means and includes without firlaccn each aria all of the guarantors. suraties, one aaccrnr,.caacan games
connection with the Indebtedness.
Indebtedness. The word -indealednes6' means the inaeoteoness evicen=00 by the Note, inCuding all principal one interest, lcoetner with t
other indebtedness and casts and eapenses for WhICn Grantor ts reseOnsible under MIS Agreement or under any of trio Role= Occuments. I
addition, the word 'lndeotaoness' mCudes all other obligations, debts and limJibes• plus interest thereon, of Granter, or any one or more .
them, to Lender, as well as all Calms by Lancer against Grantor, or any one or more of them, whether awsfing now or later, wnelhar they s
voluntary or involuntary. Cue or not due, direct or indirect, absolute or contingent, bqui=a0 Or unlipuidatad; whether Grantor may be bat
Incumouaay of jointly with others; whatnot Grantor may be obligated as guarantor, surety, accommodation party or otherwise; whether recove
upon such indeoisoness may to or hereafter may become barred cy any statute of limitations; and whether such mceoteoness may as
hereafter may become otherwise unenfarCeaote.
Lender. The word `Lanaer' means Commerce BanklHamsourg, National ASSC=tiCn, its su.;Lescrs and assigns.
Note. The word 'Note' means the note or credit agreement dated March 17, 1997, in the pnncpsl amount at s15.2C0m tram
Contracting, Inc. to Lender, together with all renewals of. extensions of, modifications of, refinancings of, consolidations of and sutshluucns
the note or credit agreement.
Related Documents. The words neleled Documents' mean and in::uce Without limitation all promissory notes, credit agreements. Id:
agreements, environmental agreements. guaranties, security agreements, mortgages. deeds of trust. and all other instruments. agreements or
ddcumBrI wnalhdt new or nereanor existing, executed in connection with the Inaotteena=.
RIGHT OF SETOFF. Granter hereby grants Lender a contractual pessesscry secunty interest in and hereby Assigns. c.nveys. detivea. piec;r:. or
transfers all of Grantor's nght, title and interest in and to Grantor's accounts with Lender (wnelhar chili savings, or fame ciher 2=ufa), inttu7:.
a6 accounts hard jointly with someone else and all accounts Grantor may Caen in Ina future, excluding, however, all IRA and Kec;n 9=cunLs, and .
trust - -aunts for wnitl the gram of a secunly interest would be Prcnitnee by sew. Grantor amndrt:as Lender, to the extant parminee ty a===
Law, to charge or fetch all IntedilCness against any and all suds ActcuntS.
OBLIGATIONS OF GRANTOR. Grantor warrants and covenants to Lancer as follows:
Perfection of Security Interest. Grantor agrees to execute such fir.ancm; satemene and 10 take wnslaver Omer ! ens are t[tuesiec ;
Ldnder to pone-: an- zritinue Lencer s security interest in the COlialefal. L'ccn reCuest of Lancer. Grantor will deriver :c Lancer any an: 7l
trio documents evlcen::r; or :.nstaulin. the Collateral, and Grantor will Gale Lancer's interest upon any ono all Criallel dicer d no: dairvere:
Lancer for DczseLS:tr ty LOnOer. Gremor hereby acpamts Lancer as its nevc=aOis 1licrne4-Rr-tac: tot Ine ;,r:-se tf sxe:uhn; a
documents ne:esSarv :- cone:: tr It :.niinue the se:urdy intent! ;rants- in MIS Agreement. Lancer may at any lime. anc wwwiiu: rte-•
.........: .. ...- -,..... .....^ ..,. _._-.....,. ... r!-,, t' env finan.-'rt slatemeni c• Of inis a_•ee..e _• .:, ]1t" tl
Borrower: F-Gee Contracting, Inc. (rlN: 25-1626795) Lender: Commerce BanWHarrisburg, National Associauon
7 Richland Lane, Suite ILIA Main Otfleelcammerclal Cost Center
Camp Hill, PA 17011 100 Senate Avenue
Camp Hill, PA 17011
03-17-1997 1MMERCIAL SECURITY ACRE ?NT Page
Loan No 2725388 (Continued)
If Lancer ones not consent to repair or replacement of the Collateral. Lancer snail retain a sum=ant amount of ins orepeaes to pay all of the
Inaeoteeness, and snail pay the balance to Granter. Any proceeds which nave net neon a:sCursec within six (6) montns after their receipt anc
wnicn Grantor has not Ccmmdtee to Ina repair our restoration at the Collateral snail ca used to prepay ins mdeotedness.
Insurance Reserves. Lancer may require Grantor to maintain wen Lancer reserves tar payment of insurance premiums, which reserves snail be
created by monthly payments from Grantor of a sum estimated by Lancer to be sufficient to produce. al least Kneen (1S) nays before the
premium due dale, amounts at least equal to trio insurance premiums to oe [late. It hneen (15) Gays Patera payment is cue, Ina reserve June:
are insufficient Grantor snail upon Demand pay any delic:ancy, l0 Lancer. The reserve lungs snail ne note by Lancer as a general deposit an:
snail constitute a non +nleresl-beanng account which Lancer may satisfy by payment of Ina Insurance premiums required la bit paid by Granc,
as they become cue. Lancer ones not note the resarve funds in trust for Grantor, anc Lancer is net trio agent of Grantor tar payment of the
insurance premiums required to De paid by Grantor. The resoonstethty for Ina payment at premiums snail remain Granter's sole reseonstoatry.
Insurance Reports. Grantor, upon request of Lancer, snail lurnisn to Lancer recons on seen ezsling policy of insurance showing suer
information as Lender may reasonably request including the fallowing: (al the name of the insurer, (t) the nsks insured; (C) the amount of the
policy, (d) the properly insured; (e) the then current value on the oasts of when insurance has dean coca nee and Ina manner of antermmvl;
that value: ane (J) the expiration date of the policy. In addition, Grantor small upon request by Lancer (however not more amen fnan annually
have an independent appraiser satisfactory to Lancer determine, as apphrtlnts. ins Cash value or replacement cast at the Collateral.
GRANTOR'S RIGHT TO POSSESSION. Until Default, Grantor may nave possession of the tangible personal properly and beneficial use of all Ins
Collateral and may use it in any lawful manner not inconsistent with this Agreement or the Relatoc Dccumenu, provided that Grantor's right 10
possession and beneficial use snail not apply to any Collateral where possession of ins Cceataral by Lancer is required by law to perfect Lender's
security interest in such Collateral. II Lancer at any time has possession of any Collateral, whether betore or after an Event of Default, Lancer snail be
deemed to nave exeresea reasonable care to ine custody and preservation of Ine Collateral it Lancer takes such action for that purpose as Granc:
snail request or as Lancer, in Lender's sole etscreeon, snail poem arpicnnate under the c rasrmsunces. Cut taiture to noncr any request by Granm:
snail not of itself be deemed to be a failure to exercise reasonable care. Lancer snail not be wCuired to. lake any steps necessary to preserve am
rights to the Collateral against prior parties, nor to protect, preserve or maintain any secunry interest given In secure the InaeDledness.
EXPENDITURES BY LENDER. If not discharged or paid when due. Lancer may (but snail not be c0ftgated to) discharge or pay any amounts
required to be discharged or paid by Grantor under this Agreement, mciucmg without lImnaucn all taxes, liens, security interests, ancumorances, an-
other dorms, at any time levied or placed on ins Collateral. Lender also may (but snail no: be CPUcatec tot pay all tests for Insuring, maintaining and
preserving the Collateral. NI such expenditures incurred or paid by Lancer for such bumcses wiU then near interest at the rate cnargee uncer Ine
Note from the date incurrea Cr paid by Lender to Ins ante of repayment by Grantor. All suCn excenses snail become a pan of the Indebtedness an:
At Lancers option, will (a) be payable on demand, (b) be acted 10 me balance of the Note anc tie acDonlonso among and be payable with am
Installment payments to become due During either (1) the term of any applicable insurance policy or (ii) the remaining term of ins Nate. or Cc ce
treated as a balloon payment which will be due and payable at the Note s matunry. ThLS Agreement else will secure payment of these amounts. Suer
right snail be in accihon to all other nghts and remeates to which Lancer may be entalec u: n the occurrence of an Event of Default,
EVENTS OF DEFAULT. Each of the following snail constitute an Event of Default under trs Agreement
Default on Indebtedness. Failure of Grantor to make any payment when Due on ins Incectecness.
Other Defaults. Failure of Grantor to comply with or to perform any other term, = gaucn, covenant c Condition cnntamen in this Agreement c
in any of the Related Documents or in any other agreement between Lancer anc Grar:C:.
Default In Favor of Third Parties. Should Borrower or any Grantor cataun uncer any Can, extension of credit, security agreement, purcnase o:
sales agreement, or any other agreement, to favor of any other creditor or person that may matenaily atiec: any of Borrower's prcoany p:
Borrowers or any Grantors ability to repay the Loans or perform their res0ec:we c0itgaucns uncer [MIS Agreement or any of ins Retitle:
Documents.
False Statements. Any warranty, representation or statement mace or furnlsnec to Lender by a. on Denali of Grantor under this Agreement, the
Note or the Related Documents is false or misleading in any material respect, either new cr at ine time mace cr furnished. _
Defective Collateralizatlon. This Agreement or any of the Rotated Documents ceases to be in lull force and all (including failure of am
collateral aa:urnams to create a valid sra parfeC:ee security interest or lien) at any time ono for any reason.
Insolvency. The dissolution or termination of Grantor's existence as a going Dusmess, the insolvency of Granter, the acpomtmeni of a re-awe,
for any part of Grantor's properly, any assignment for the benehi of cracncrs. any We of Crea:icr workout, or the commencement of ar•
prpcaearng uncer any bankruptcy or insolvency laws by or against Grantor.
Creditor or Forfeiture Proceedings. Commencement of lorec:esurs or forfeiture prcCaedm;s, whether by iuelc:al proceeding, serwiet:
repossession or any other method, by any creditor of Grantor or by any governmental agency against the Collateral or any other czLileta
securing the Incepteanass. This inciuaes a garnishment of any of Granter's Deposit acCcunis wlln Longer. However, this Even[ of Default sra
not apply it there is a good faith Cribule by Granter as to the validity or reascnanleness of the Calm welch is the basis of the creditor or lonenu:c
probeemng and it Grantor gives Lancer written notice of the creditor or forfeiture prcceec!ng anc deposits with Lender monies or a surely bon;
ter trio crec ter or forfeiture prbceecm;, in an amount Cetermmec by Lencer, to !is sole C:acrattcn. as being an adecuate reserve or bznc for m+
dispute.
Events Affecting Guarantor. Any of the preceding events occurs with resoed to any Guarantor of any of trio Ineemeeness or su:n Guarar::
Ctas or becomes incompetent. Lencer• at its cotton, may, but snail not be locution :c. permit Ina Guarantor's estate to assume unccncaCrat.
the obligations truing uncer the guaranty in a manner satisfactory :o Lancer, and. IM Cam; sc. core the Event of Default.
Adverse Change. A rtatenel saverse orange occurs in Granter's hnan::al :_ne fen, Or Lancer tetteves the prespe-_ of Payment c
performance of file Indeelocness is tmcaueC.
Insecunry. Lancer, In gcrC faith, deems :tsalf insecure.
Right to Curs. If any dalault ether than a Default on Inceblecnec. is 04,ratta and d Granter has not teen given a ;no, ncf:ee of a treaPm C! try
Lama provision of this Agreement, a may to cured ianD no Event Of Cetau:t will rave cc:urreCl a Grantor, after Lancer sends wneen net.::
eamannmg cure of such eelaull, fat bJres :he DDtaWI within ton (10) cat-: or it t. J Ins .re opuires more Iran ter. (101 days. Imr..e:am
mmates steps which Lancer Coons m Lender's sole d:C:retton to to sufl:zom to :um :he eelaull anc fhereaher Continues anc :_=,ete: a
rusoubla and necessary steps sutftc:enl to drecu:a c:mdean:a A. Scen at reasCnadrv drac:::al.
RIGHTS AND REME71ES ON DEFAULT. Il in Even! :1 Defaull c::urs ardor this Agvee-en:. at any lime inereaner. Lender sraa nave all !re
a secured parly unce• tea Fennsvwanu ^aCrm Ccnmerc:at :cos m. acc:ocr jr- war.:w mnac:r. _ance may aiierc:se any cite Or mole a
10110win; rights and remacles.
.
AC-_eferafe maeDledhess Lance, may Cesare 're er!,re ?r.ccC:eCres:..cc::.C r, - • ireCar?er! ce^anv wriz-. ;eraser wautc ce •el
03-17-1987 AMERCIAL SECURITY AGRF°'r P Page
Loan No 2725388 (Continued)
cannot be so modified, it Snaa be sincxen and all other provisions of this Agreement in all other respects Shall remain valid and enforcesole.
Successor Interests. The terms of this Agreement Snell be binding upon Grantor, and upon Grantor's haws, personal representatives,
S=ass=, and assigns, and snail be enforcuble by Lancer and its sue-mscrs and assigns.
Waiver. Lander snail not be deemed to have waived any rights under this Agreement unless such waiver is given in writing and signed by
Lancer. No aeiay at omission on the part of Lanier in exorcising any right shall Operate as A waiver at such light or any other right A waiver by
Lancer of a provision Of !hs Agreement shall not prejudice or constitute a waiver of Londaes right otherwise to demand sinct comolUnce with
that provision or any other provision of this Agreement. No prior waiver by Lander, nor any course of dealing between Lander and Grantor, snail
constitute a waiver of any of Londars rights or of any of Granters obligations as to any future transactions. Whenever the consent of Lancer is
required under this Agreement, the. granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent
instances where such consent is required and in all rases such consent truly be granted or withheld in the sole di=allon of Lancer.
GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS COMMERCIAL SECURITY AGREEMENT, AND GRANTOR
AGREES TO ITS TERMS. THIS AGREEMENT IS DATED MARCH 17, 1997.
GRANTOR:
R-Gee Contract {Gilt/
By: - l\ 9:.: a P($Pa1•
oxen Demcialon Sr., President
ATTEST:
Corporate Seal )
Seaerary or Ass, mnt Secretary
LENDER:
Commerce BanWHarnsburg, National Association
EXHIBIT C TO MOTION
162829 I
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162829 1
1 ,
PROM15aJRY NOTE
Initial Ldan Date ' Malunry ILgan No Call Collateral Account I Officer I Inttim
0.000.00 07-16-7597 I 2'37095 -
RalMeneH m me snaaep aqa era Iw L9naarl uf9 aMr and rob nil limn ilia aop4npIYIY of inn pOCVmult to env prtllcu4r loan Or any,
OWOr: R-GEEConlrocbng.mc, mill 2s-162&39s) Lender: Commerce Benlumarrlsaurq, National Astociatlan
3 RICmAnd Lana, SHIM e101A Main OftlaelCommerClef Cost Center
Camp NIII, PA 17011 P.O. Boa 9699
100 Senate Avenue
Camp HIII. PA 17001-9966
-ncipal Amount: 550,000.00 Initial Rate: 10.500% Date of Note: July It, -Z,7
MISS TO PAY. Rya InwllnContracting- Inc. ('Borrower') promises In pay to Commerce BenWNarrifbur0. National Association (? OR
. m 1lwful money Of Ina UCltod SAI09 of America. Ind prlnnpal amount of Fifty Thousand L 001100 Dollars ($50.000.001 or W in= as fa?Y
u1s1A0oinq, IOpelhar Inleresf ON Ina Monte OUISISPding principal balance of teen advance. Interest WWI be Calculated I'm lie ale
loan HYanea until repayment N teen adymee.
Ill - am .we, .1111 pay .Is tom on demand, or It no demand Is made. In one payment of all outstanding pnnelpN plus s0 eCj?p
cad Interest on July 19, t9H. In sd011mn, Borrower will pay regular monthly payments at accrued unewd mlerest beginning Aught 1L.
, and 911 wOSepuent Inlerlfl pnyments we out an the tune any of emn month alter that. Interest on thts Note m computed an a 3E5=
It ,n trot tam: INI is. by 4GGiving me ratio 01 IM annual intent rue over a ydar of 360 can. mul4p4ed by the outstanding pnlv.:.y conu,
10410 by me actual number of ny$ Ina Clinics ll balance a DadnPUg, ach va, woo pay LVICW at Lanny's 0001" anawn dooal t her sCi
place as Lambert MY dnlgnall In wing. Uniese ol0umso agreed or rodWed by dpP1lcaDle law, payments woo Do aopma hRt M wtSJ
p lelWn:. IOM ID PnnConi, and any remaining Amount 10 any unpaid cob on Cysts and MIS Charges.
(ABLE INTEREST RATE The mires rare an bum Note IN sUeleCl 10 Change Iron nine 10 4ma based on changes in an man wrsEa x Cap
MERLE BANK/HARRISSURG, NATIONAL ASSOCIATION RETAIL PRIME RATE' (the Indbou , The Commerce Bank/Hanoi, Iacocca,
:Cuban RNtl Pnma Rate, nramanw relernd to H'CommM Bark Pnrne' $ Me be that fall which Longer midpoints as its Pnma RAM, .nawvw
I PuChHMd, The Establishment one ounmabon of Commerce Prime Rue by Loner sail not in any way preru0e r kn1 Lander from a z
Ion Cwrowm. mom 4ma 110 lima, at a no of intern Ins tan the Commerce Bank Prime Rate, The Applicable Rate of Inlrasl fact crirogs on, me
on when any Chirps in IN Commerce Bank/H,=*Wg. National au,nuan AMEM Prom, Rate snag ncOma effective. When mad, inrwss ,
rose on 1 Day other than a nMlanl out nM wunt, into Note. interest fall be amounted an a car dam bum for sucn month. TO CIO umd
MUD by PmNylvans law, mla eel SCEO be cecoColeO Oy the method known as the'Ban.w I Rwa' using Ina aclual can the punch l 0aarp a
wsdmg Nrewcr dmnd by 360 days ane MUW,iae by the then applicable rate of interest demanded hwen; provided. however. That 10 LN ee?iv
I nlCUtsbon is not pertmlled by PrmstlvePM A.. oniarasl hereunder sae be cuDGtswd on the bum at a 765 w 366 coy year, as Ine cal . Dt
IV wa fell Sonawr the etrbnt moos rare Won Spnower'$ douasl. Borrower unnmll that Landes may make tuns based on other mud; u
The mternt rate charge win not del more often Ian Non coy. The Index Currently Is 9.000% Der annum. The interest rate to ba axle
I Yndatd onnrpal'ba ince of this Note will be at a rate of 1.$00 prtalAn points over the index. resulling in an Inlllal rate of lo3CQ% Cc
INC. NOTICE: UnOW NO rrCUmaCoM:H wYl IN mlenr ell, an tM NOW, roe more than the mANmurt rate abowe0 by Ap01W Dle taw,
PAYMENT. Borrower limy pay sal w a Oman at No smount owed Eadlr than of n due. Emy payments will not, unless apnea to Ov Lora m
Q. IV" Borrower of BmOwr'{ OOOgation to continua to mrM Payments of accrued unpaid interest. RAlnrr. INy wil reduce the Lru=j1
In Cue.
! CHARGE If a payment is 16 days or more tole, amowr wo be ctMrna 5.000% of the regularly scheduled payment.
1167. Bmoww wts be m nfawl a cry of IN fo4Cw,Ig Immune: (o) Betel halt 110 make any PAylnrni wan out. (b) Barrows' t t any
lib Smoww Ne mans Io Lancer, Or Boryco r fall 10 Oomph IN w to pedrm domn Cue any other term. volin ICn. Covenant. Or Ch oace
ham m this Nola ol any agreement rraldo to this Note, or on arty Other agreement or inn BmCwer Ns mlh Lancer let Banowe craws W o w
fan, rtentlon of alert, feCurty agrnmenl. purchase Or salas agreement. on any other agreement, in laves of any other .maw or Cort.. 7t
natill affect any 01 Bwnwr's progeny w BmDwer a 9wmy to today fM Nola w panorm BOaawerf ow,gaUons unoor IM Note r a, r h
h Doeuments. (d) My "raentabon w eMlamenl mace Or furnished 10 Lender by Earl w On Borrower'3 nnali m raise r mmHCrr r, al
,at now emr new r it IM tome made r Until (a) BMDwer became Intalven6 a neeHr D Appointed for any can of 8chl_ i
my. BmOwr makes an assignment Ir the benefit of reOlrOm, or any Proceeding to commenced either by Banawr or against BM. qr l
anknOlcy or insolvency Mws. (f) Any orodeor Ines 10 Coke any of Borrower f area" on Or in when Loner nu a ban r secunly ins m ^M
fat a garnishment of any of Brrawrs accounts Vol Lender. off AM qutranlw get r any of me other Swots desrZIC IN this nown SCOS
I wah runct 10 any gbawelor of IM Now. (h) A material tovant Change occurs; m 801thdweit Manrsl CondNon. W Loner "w a R
elh Of payment r 0Mwmance of IM Incealeunesl m dramatic. (I) Loner in good fait oesmt an trmanwa.
009161.1. amr than a domain in payment, m cui And it ew w us not been Qnan a Noun of a breach of IN same wo'daron of ch. %arm
the prancing waive (12) months. 11 may be Crm Ono me event 01 Default wal nave c_=m of of Borrower. Allr receiving wntlen nCCS feria
or pemanrflg are of such nwue; la) Cure IN Default w111vn ten 110) Can: Or (0) a the cure re0uee6 mom than ton (10i can. Imrti,
a stods which Lancer 0"= .n Lanny 's Wale r bon to be Lumrent to Cora rho Default and thereafter continues 9NO Completes all nVMCrma
NMsery stmt sullcobrli to practice come W Ice IS teen am nu0nabty prachul.
ER's RIGHTS, Loan delauto Lancer may. seer goring such notices a{ mowed by sdOYCaDIe Mw. aware the role uncilla oMrlou nJla Ss
SM and Ae ACruod Ualp mlenl im,rlegmlaiy' a,", Etta Ian BDmtwet drop pay fat cmcent. L_rt cra .l. I ,d':p. tt :l la coy i=Ee tr
Iy. LenOw. at a man, fluty also. If Dome"etto tad, wdwg a Mw, Increase IN usable Intern note an tM NOW 10 3 r a percentage C.
M mass. The Ini ml rate wo not exceed IN mammum tale Prhultog by s0ol1n04 Mw. Liner may hie r Pay opmeens else be It CDIe
X$ B 80nowr don not pay. Bwrcwr We wa Pay Lmow 11hal amount This mount. subleCt Io any limits under too0 0M Mw, Lsrs z
"' 9n{ And LMOW'$ 4190 *Mean -haIW t not Ian as a lawsuit. Inruamg a9mmn• team and Nepal esnaEs it baarudozy wriw4g
nip n= to moddy, t vwaM any aummul stay r injunction). appeals. and 4ny anOrpalad Pes1yuOQelenl coldwar, srvCOS, Ir Cx
nag cry 200k=bM law, 9onwyer =a wi ply airy court costs. in &Carbon to a9 Cindy sums prgylnd by Mw. fl NCQment d entered in e>eIaCCR1
m Nma. mier l woo Colknu6110 aCCiue an live Nola Nor rydgmtnt at IN miwesl mot WoleaCto 10 Ina Nola AI the It" Warqua ll a enaae
We nag Do" cellYRsd to Lorca mind aCQPIod by Lender in the Commormealin of Pennsylvania. If then Is a lawsuit. Sommo r agr
aMOr'a regular 10 9ubmtt to the jurisdiction of the counA of Culnoereng Comfy, the Commonwealth of Pennsylvania. Lorna sip
rr nreny waive the right to any jury Wtl to airy wton, swoe sding. or counte2tum brought by either Lender or Borrower agamt le
Thin Not* WWI Of gOvMtd by and conatruod In K mmn with IN, Moo of In, CommOmYaalin of Pennsylvania.
NORED REM FEE Bondwar wa pay a fee 10 Loner of 510.00 6 Brrowar mun a Payment on Brrowrt can and Int
-leca s
posed cargo in which Barrows, pan m Mir OW"erod,
OF SETOFF. Bmowr grants 10 Loner d conaClual Centel TeCUmly mtenl in, and Parody esega. Carl novel waggn, &I '
1 M Lender ON eoeawws ngm. tin and mlrml m sod 10. BMOwrI AGCOnts wom L11nOr (walker CNekmg• $lying$. ol Wane r:T
Ill, mciumoIrg .moot knmaNn 90 ACLguhla an holly wall someone me end to account{ Brroww MY Opts in the ruling. ltruwme `cysT
and Fall accounts, and ag trust aCCCUnm lw whim IN rent r a snmiy,anoint would be pnmbtlee by isw. Bwnwtl au:nimmim 4 r c;
IM Q1myI0eg by A OVICAOM Cow, to Chine r oen ah sum{ prong On Iha NOM sgAmn Airy and All sucn accounts.
TERAL, This Now a 9odwm by UCC's on BYYas{ Users; Personal guarantees by Robert G. Denekson. St. And Name, Ce,romi
OF CREDIT. This NOM MOenCn 4 revwwng LM Of rend. Adommum under Inm Not, may no reauume malt, 0, eVrdwV in by am I,
I. LenOe, may, Dm Inn not, faun! INI no war rtommil to contrme0 m waling AY COmmyMatimf. InUnrlanL r OvPllOns DY IMCCCr! S
ere 10 LlnOV we 10 be I=Me 10 Langer it, allot SOwn above. The 1 WOwmc pan, in ponies are aumonoao 10 MPMn1 abysmal Mier ale A
'n UMe Loner f C n from BmIDy,P al Longer I SOCISTS {nown dOdye whiten relic! Of Ovens on IN then Sumphly Roper. G. DemElm?
'reticent. Bwrowef torees IQ at 44010 let to {Um{ Meer: itI VoyAhud Ih ACMnrc, wdh ma taI"b" 01 m "r Vu, am:., w b
n ID any r aorypwr { 4RDVMi Mr Lenbr. The Weaid Vengal nlAnn owing or Inm Note AI anytime maybe MCAnCed by enE.?Lr!'ry
{ NOM Or or LanOr { moral 1KPn. ,rltytiding na, CO OW Unm-0,01 UnOe will Nve Me dbi,nlmn 10 ADyVCe funds UMOV IM NN r
710wr Or any customer m on pawyn Mood me Irmo of him Nola or anv aQ•temenl INI Barrows, w On, Quaunlw his will Lange. ?nr:Prr al
mint mace in COnnerlon wtN IN S'QmnQ of mm NOM, for aOryCwr Or anv Qurenlw Cesot% Ownp p"mn$ Or a mro,yemi'. let anv guaR?
. arm{ Or alNerw, a 111m m M hmn, meet, on gvwe Such QWrdnlw a C,Vsnln EI Ina None Or any One, tear with LPIn, let ew•CK b
'a 41mo9 DIWOOD Putuant M IM{ NO%'w Du'voses done, man If sullOrmld CY 1.an01Il r It) Lll in goo" fail, Clams Purl 'gCJt
'M Net@ w any Clay 1944m11' Crwten 1.111061 INC ennOw'r.
IAL PAYOUT PERIOD. BwrC.W {nap to 1Aou,st t0 rROME la QWWNC,1g prmCinl C91nCl ynu' IT1 L,,. O,'eo" IC :e•E tot a m,r-. $
.1bH as. IV-CC iwmo lark we, C' y,v U^! 01 Cann
16-1997 FIRM.. RY NOTE 2
n No 2737095 (Conunued)
ERAL PROVISIONS. Tile NOW M Paned on Carlene. The uMyuawrl of I WOh detail arOYROnf a npnn of Lane, SNIT not aeOYW Lando's
to Barra v and mY Cm, Cartoon was Sq QWrfinlwf a ewMaa If s NOW Is ft sound WewW byW..nwNw PImNNNmML deN to Chs Nall an its CahnsrWIL LoMer My
View, had t, aarlN one nCbcs at denona. Uoan a" Charge In the Irma of On NOW. AM U4 ame,enu 6KOMM Y S%Wd In w"VQ- rW Carty wnd
the Noll, wMINH as make,. 9afanla, accammacaw rake, a endorser. It be Teased tram liability. Al UsCit ??? ?? ? to mt Lot a
ton a etaM Irroatem as la 4m wrgm at bmi am I . a releeN arty Perry o pllarenra nwi-
LandeYt SICUOY mle,el m IN coat": and tike any o1Mr eclat deemed n e emy Or Lotair wonalt Ba convent at or nolmt to efrYOM.
M dame lea AOIN IN] Lenore, may mach Into Ian tworoar Ua [Came of o rata to Anyone alfter tltee we Carry %not whom IM madBGdon
W. It any Carbon at INS NOW 4lot &MY rowan Ollamrae to of aMnta m. 3 wW NI imO Ate eNWCMasIy 0 any oche, Cfdvmma of on
FESSION OF JUDGMENT. BORROWER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY
ERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA. OR ELSEWHERE TO APPEAR AT ANY TIME FOR BORROWER AFTER
FAULT UNDER THIS NOTE. AMC) WITH OR WITHOUT COMPLAINT FILM. AS OF ANY TEAM. CONFESS OR ENTER JUDGMENT AGAINST LATE CKKRW-% AND ANY AND ALL AMOUNTS
RFOR THE OWER PRINCIPAL BALANCE TOF THIS O ANY NCM ALL ACCRUED
COLLATERAL SECURING INS INTEREST. ENDED OR ADVANCED BY LENOEA RELATING NOTE TOGETHER WITH INTEREST ON SUCH
NTS. TOGETHER WITH COSTS OF SUIT. AND AN ATTORNEYS COMMISSION OF TEN PERCENT (10%) OF THE UNPAID PRINCIPAL
Cr AND ACCRUED INTEREST FOR COLLECTION. BUT IN ANY EVENT NOT LESS THAN RYE HUNDRED DOLLARS (3500) ON WHICH
GMENT OR JUDGMENTS ONE OR MORE MCURONS MAY ISSUE IMMEDIATELY: AND FOR SO DOING. THIS NOTE OR A COP' OF THIS
VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS NOTE TO CONFESS JUDGMENT
INST BORROWER SHRILL NOT BE E IMAUSTED BY ANY EXERCISE OF THAT AUTHORITY. BUT SHALL. CONTINUE FRROryM?TIGHT O TIME AER
TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS CUE UNDER INS NOTE BCAROWEA HOTEBY WAIVES A HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT. DQXPT ANY NOTICE AND(OR
NO REOUIRED UNDER APPLICABLE LAW WITH RESPECT TO IDSCUTION OF THE JUDGMENT. AND STATES THAT EITHER A
ESENTATIVE OF LENDER SPECIFICALLY CAJAJM THIS CONFESSION OF JUDGMENT PROVISION TO BORROWERS ATTENTION CR
ROWER HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL THE UEN ARISING FROM ANY JUDGMENT CONFESSED OR
ED PURSUANT TO THE FOREGOING AUTHORITY SHALL NOT EOENG TO ANY OF BORROWER'S RESIDENTIAL REAL PROPERTY AS
T TERM IS DEFINED IN THE PENNSYLVANIA ACT OF JANUARY 00. 1974 (PA. LAWS 13. NO. 61. REFERREDTO ASSUANT THE TORN THE IN FORGOING
TECnON LAW. AS AMENDED. AND THE HOLDER OF ANY JUDGMENT CONFESSED OR ENTERED
ORI Y SHALL NOT. IN ENFORCEMENT OF ANY SUCH JUDGMENT. EXECUTE LEVY OR OTHERWISE PPUR ROCEED AGAINST ANY SUCH
ENTIAL REAL PROPERTY: PROVIDED. HOWEVER. THAT THE LEN OF SUCH JUDGMENT SKAL. DITEND TO SUCH RESIDENTIAL REAL
PERTY AND THAT THE HOLDER THEREOF SMALL BE PERMITTED TO EXECUTE. LEVY OR PROCEED AGAINST SLR1 RESIDENTIAL REAL
PERTY FROM AND AFTER THE ENTRY OF A JUDGMENT AS CONTEMPLATED BY SECTION 407 OF SUCH LOAN INTEREST ARID
CTION LAW AND RULES 2931 TO 2966 OF THE PENNSYLVANIA RULES OF CARL PROCEDURE. OR SUCCESSOR OR SIMILAR STATUTES
R NCE SMALL APPLY WITHFRESP CT TO ANY JUDGMENT BTAINED OTHER THAN BY THE FOREGOING AUUTHHORITY TO CONFESS OR . NO LIMITATION O UEN OR ANY EXECUTION. LEVY OR OTHER ENFORCEMENT JUDGMENT. _ THE IORTO SIGNING THIS NOTE. BORROWER READ OD ALL PRO OF IS NOTE INCLUDING VARIAMA
RATE PROVISIONS. BORROWER AGREESA TOUTHE TERMS OF THE NOTEVAND ACKNOTMWLEDCES R CEIPT OF AtCOMPLETED
PY OF THE NOTE
IS NOTE HAS BEEN SIGNED AND SEALED BY THE UNDERSIGNED.
( Corporate Seel )
EXHIBIT E TO MOTION
162829 1
CON, _ NAL SECURITY AGREE.
Loan.Date Maturity. :. Loan?No Call Colleieral t, : AccaunY Rft)cer
0°07=16-1997 I 2737095
ces in the shaded area are for Lenders use only and do not limit the applicability of this document to any Particular loan or tten
R-GEE Contracting, Inc. (TIN: 25-1626]95) Lender: Commerce Bank/Harrisburg, National Association
a Richland Lane, Suite 0101A Main Offlce/Commerdal Cast Center
Camp Hill, PA 17011 P.O. Box 11599
100 Senate Avenue
Camp Hill, PA 17001-9966
IS COMMERCIAL SECURITY AGREEMENT Is entered Into between R-GEE Contracting, Inc. (referred to below as "Grantor'; an
nmerce BanktHarrlsburg, National Association (referred to below as "Lender"). For valuable consideration, Grantor grant d
s to Leneer a
urlty. Interest In the Collateral to secure the Indebtedness and agrees that Lender shall have the rights Slated In this Agreement with
Peet to the Collateral, In addition to all other rights which Lender may have by law.
rINITIONS. The following words shall have the following meanings when used in this Agreement. Terms not otherwise defined in this Agreement
I have the meanings attributed to such terms in the Uniform Commercial Code. All references to dollar amounts shall mean amounts in lawful
ley of the United Slates of America.
Agreement. The word "Agreement" means this Commercial Security Agreement, as this Commercial Security Agreement may be amenced or
modified from time to time, together with all exhibits and schedules attached to this Commercial Security Agreement from time to time.
Collateral. The word "Collateral' means the following described property of Grantor, whether now owned or hereafter acquired, whether now
existing or hereafter arising, and wherever located:
All Inventory, chattel paper, accounts, equipment, general Intangibles and fixtures
In addition, the word "Collateral" includes all the following, whether now owned or hereafter acquired, whether now existing or hereafter ring,
and wherever located:
(a) All attachments, accessions, accessories, tools, parts, supplies, increases, and addilions to and all replacements of and substilujic.m for
any properly described above.
(b) All products and produce of any of the property described in this Collateral section.
(e) All accounts, general intangibles, instruments, rents, monies, payments, and all other rights, arising out of a sale, lease, r. ::her
disposition of any of the property described in this Collateral section.
(d) All proceeds (Including insurance proceeds) from the sale, destruction, loss, or other disposition of any of the properly described .:-, this
Collateral section.
(e) All records and data relating to any of the property described in this Collateral section, wnelher in the form of a wnling, pholcgzcn,
microfilm, microfiche, or electronic media, together with all of Grantor's right, title, and interest in and to all computer software rect:-ec to
utilize, create, maintain, and process any such records or data on electronic media.
Fixtures are and will be located on the following described real estate:
0 Richland Lane, Suite 101 A, Camp Hill, Cumberland County, Pennsylvania. The record owner of the real properly is Rope.: G.
Derrickson, Sr., 0 Richland Lane, Suite 101A Camp Hill, PA 17011
Event of Default. The words "Event of Default" mean and include without limitation any of the Events of Default set forth below in the se^cn
Iftled'Events of Default.Grantor. The word "Grantor" means R-GEE Contracting, Inc., its successors and assigns
Guarantor, The word "Guarantor" means and includes without limitation each and all of the guarantors, sureties, and accommodation pogo in
connection with the Indebtedness.
Indebtedness. The word 9ndeofedness" means the indebtedness evidenced by the Note, including al: principal and Interest, together with all
other indebtedness and costs and expenses for which Grantor is responsible under this Agreement or under any of the Related Oocumens In
addition. the word "Indeotedness" includes all other obligations, debts and liabilities, plus interest thereon, of Grantor, or any one or more of
them, to Lender, as well as all claims by Lender against Grantor, or any one or more of them, whether existing now or later; whether they are
voluntary or involuntary, due or not due, direct or indirect, absolute or contingent, liquidated or unliquidated; whether Grantor may be i-Ie
individually or jointly with others: whether Grantor may be obligated as guarantor, surely, accommodation party or otherwise; whether re^ye y
upon such indebteoness may be or hereafter may become barred by any statute of limitations: and whether such indebtedness may ce or
hereafter may become otherwise unenforceable.
Lender. The word tender" means Commerce Bank/Hamsburg, National Association, Its successors and assigns.
Note. The word "Note" means the note or credit agreement dated jury 16, 1997, in the pnnb.pal amount of $50.000.00 from R-;EE Con1n=_ng,
Inc. to Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of and substitutions for the pee or
credit agreement.
Related Documents. The wares 'Related Documents" mean and include without limitation all promissory notes, credit agreements. can
agreements, environmental agreements. guaranties. security agreements, mortgages, deeds of trust, and ell other instruments, agreemen:s and
documents, whether now or hereafter existing, executed in connection with the indebtedness.
HT OF SETOFF. Grantor hereby grants Lender a contra=21 possessory security interest In and herepy assigns, conveys, delivers, pledges. are
Mars all of Grantor's right, title and interest to and to Granter's accounts with Lender (whether checking, savings. or some other account), incz=ng
:punts held jointly with someone else and all accounts Grantor may open in the future, excluding, however, all IRA and Keogn accounts, arc au
accounts for which the grant of a security interest would be prohibited by taw. Grantor authorizes Lancer, :0 the extent permitted by aCp:x3c:!
to charge or setoff all Indebteeness against any and all such 2000U11IS.
IGATIONS OF GRANTOR. Granter warrants are covenants lo Lender as lollows:
Perfection of Security Interest. Glamor agrees to exec-ale such hnanc:ng s:alements and to take whatever other actions are reaues:ec by
Leneer to perfect and conbnUe Lenders security interest m :re Collateral. Upon reeuesi of Lender. Grantor will deliver 10 Lender any artc a= of 11
16-1997 CC 1nERCIAL SECURITY AGREEME
n No 2737095 (Continued)
Page 2
the documents evidencing or constituting the Collateral. and Grantor will note Lender's interest upon any and all chattel pacer it not celivered to
Lender for possession by Lender. Grantor hereby appoints Lender as its irrevocable allorney;n-iact for the purpose of executing any
documents necessary to perfect or to continue the security interest granted in this Agreement. Longer may at any time. and without further
authorization from Grantor, file a carbon, photographic or other reproduction of any financing statement or of this Agreement for use as a
financing statement, Grantor will reimburse Lender for all expenses for the perfection and the continuation of the perfection of Lender's security
Interest in the Collateral. Granter promptly will notify Lender before any change in Grantor's name including any change to the assumed
business names of Grantor. This Is a continuing Security Agreement and will continue In effect even though all or any part of the
Indebtedness Is paid In full and even though for a period of time Grantor may not be Indebted to Lender.
No Violation. The execution and delivery of this Agreement will not violate any law or agreement governing Grantor or to which Granter is a
party, and its certificate or articles of incorporation and bylaws do not prohibit any term or condition of this Agreement.
Enforceability of Collateral. To the extent the Collateral consists of accounts, chattel paper, or general intangibles, the Collateral is enforceable
In accordance with its terms. is genuine. and complies with applicable laws concerning form. Content and manner of preparation and execution,
and all persons appearing to be obligated on the Collateral have auihoniy and capacity to contract and are in fact obligated as they appear to be
on the Collateral. At the time any account becomes subject to a security interest in favor of Lancer, the account snail be a good and valid
account representing an undisputed, bona fide indebtedness incurred by the account debtor, for merchandise held subject to delivery
Inslructlans or theretofore snipped or delivered pursuant to a contract of sale, or for services theretofore performed by Grantor with or for the
account debtor, there shall be no seelts or counterclaims against any such account: and no agreement uneer which any deduc:icns or
discounts may be claimed shall have been made with the account debtor except those disclosed to Lender in writing.
Location of the Collateral. Granter, upon request of Lender, will deliver to Lender in form satisfactory to Lancer a schedule of real properties
and Collateral locations relating to Grantor's operations, including without limitation the following: (a) all real property owned or being purchased
by Granter; (b) all real property being rented or leased by Grantor; let all storage facilities owned. rented. leased. or being used by Granter, and
(d) all other properties where Collateral is or may be located. Except in the ordinary course of its business. Granter snail not remove the
Collateral from its existing locations without the prior written consent of Lender.
Removal of Collateral. Granter shall keep the Collateral (or to the extent the Collateral consists of intangible property such as accounts, the
records concerning the Collateral) at Grantor's address shown above, or at such other locations as are acceplacle to Lender. Some or all of the
Collateral may be located al the real property described above. Except in the ordinary course of its business, including the sales of inventory,
Grantor shall not remove the Collateral from its existing locations without the prior written consent of Lender. To the extent that the Collateral
consists of vehicles, or other tilled property, Grantor shall not take or permit any action which would require acriieadon for certificates of %fle for
the vehicles outside the Commonwealth of Pennsylvania, without the prior written consent of Lancer.
Transactions Involving Collateral. Except for inventory sold or accounts collected in the ordinary course of Grantor's business, Granter shall
not sell, after to sell, or otherwise transfer or dispose of the Collateral. While Grantor is net in default uneer this Agreement. Granter may sell
Inventory, but only in the ordinary course of its business and only to buyers who quality as a buyer in the aroinary course of business. A sale in
the ordinary course of Grantor's business does not include a transfer in partial or total satisfaction of a debt or any bulk sale.. Granter shall net
pledge, mortgage, encumber or otherwise permit the Collateral to be subject to any lien, security interest, encumorance, or charge, other than the
security interest provided for in this Agreement, without the prior written consent of Lender. This induces security interests even if junior in nght
to the security interests granted under this Agreement. Unless waived by Lender, all proceeds from any disocsdicn of the Collateral (far whatever
reason) shall be held in trust for Lender and shall not be commingled with any other funds: provided however, this requirement snail net
constitute consent by Lender to any sale or other disposition. Upon receipt, Granter shall immediately deliver any such proceeds to Lancer.
Title. Grantor represents and warrants to Lender that it holds geed and marketable title to line Collateral, free and clear of all liens and
encumorances except for the lien of this Agreement. No financing statement covering any of the Collateral is on file in any public office other
than those which reflect the security interest created by this Agreement or to which Lancer has scec:ically consented. Grantor snail defend
Lender's rights in the Collateral against the claims and demands of all other persons.
Collateral Schedules and Locations. AS often as Lender shall require, and insofar as the Collateral consists of ac:punts and general
intangibles. Grantor shall deliver to Lender schedules of such Collateral, including such information as Lancer may require. including without
limitation names and addresses of account dedtors and agmgs of accounts and general intangibles. Inscfar as the Collateral consists of
Inventory and equipment. Grantor shall deliver to Lender, as often as Lender shall require, such lists, desc-cticns, and cesignations of such
Collateral as Lender may require to identify the nature, extent, and location of such Collateral. Such informaticn snail be submitted for Gramcr
and each of its subsidiaries or related companies.
Maintenance and Inspection of Collateral. Granter shall maintain all tangible Collateral in good ccneilen and repair. Grantor will not commit
or permit damage to or destruction of the Collateral or any part of the Collateral. Lender and its designated representatives and agents snail
have the right at all reasonable times to examine, inspect, and audit the Collateral wherever located. Granter snail immediately notify Lancer of
all cases involving the return, rejection, reccssession, lass or damage of or to any Collateral: of any request for credit or adjustment or of any
other dispute ansmg with respect to the Collateral: and generally of all happenings and events affecting the Collateral or the value or the amount
of the Collateral.
Taxes, Assessments and Liens. Granter will ray when due all taxes. assessments and liens uccn the Collateral. its use or operation, uccn this
Agreement. upon any promissory note or notes evidencing the Indedtecness, or uccn any of the other Related Documents. Granter may
withhold any such payment or may elect 10 contest any lien it Grantor is in good faith conducting an accrconate proceeding to cpnlest the
obligation to pay and so long as Lenders interest in the Collateral is not lecoardr_ed in Lender's sdie ccimon. if the Collateral is subjected to a
lien which is not discharged within fifteen 115) days. Grantor shall deposit with Lender cash, a suffie:ent ccrccrale surety band or other secunty
satisfactory to Lender in an amount adequate to provide for the discharge of the lien plus any interest. costs. attorneys' fees or other charges :hat
could accrue as a result of feiecidsure or sale of the Collateral. In any contest Granter shall defend itself and Lender and snail satisfy any final
adverse judgment before enforcement against the Collateral. Gramcr shall name Lancer as an aeciticral cotigee uneer any surety bend
furnished in the contest prdceemngs.
Compliance With Governmental Requirements. Grantor shall comely promptly with all :aws. dremances• rules and regmatens of all
governmental aufherdies. now or hereafter in effect, acclicacie to the ownership. prcruc!:On. Cisccsiticn. or use of the Collateral. Granter may
contest in good faith any such law, ordinance or regulation are withheld Compliance Curing any orcceedmg, including aceiccriate aeceais. so
long as Lenders interest in the Conaieral, in Lender's ccimon, is not jeccar=eO.
Hazardous Substances. Grantor recresemis and warrants that the Collateral never has been, and never will oft so long as this Agreement
remains a lien on the Collateral. used for the generation, manufacture. storage. Irensrcnaticn, treatment, d csal, release or threatened re,ease
of any hazarocus waste or substance. as :rose terms are cefired in the Comcrenensme Environmental Pescrse. Comcenaticn. and L:acit,fv
Act of igeo. as amended. 42 US.C. Sect:cn 92ot. et sec. the Sucerluno Amendments arc Peauthcri:ancn Act cl 1925. p•Jb. L. vc.
99.499 ('SARA the ?azarcccs Matenr %rscotiaticn Act. 49 U.S.C. SeVirn 1201, el sec.. " =eseurce -c-servaucn arc Gec:veil Act. a2
U.S.C. Section 5901. of sea . or :the, ac tie stale or ce^_erai'aws. rues. or reguaiicrs acc, curtuarl •c arv of the 'cregcmg T he •.?-s
16-1997 r I' -RCIAL SECURITY AGREEII' Page 3
n No•2737095 (Continued)
'nazardaus waste' and "hazardous substance' shall also include. without limitation, petroleum and petroleum cy-procucts or any'.rec!mn !hereof
and asbestos. The representations and warranties contained herein are based on Grantor's due diligence in investigating Iha Collateral for
hazardous wastes and substances. Grantor hereby (a) releases and waives any future claims against Lender for indemnify or contribution in the
event Grantor becomes liable for cleanup or other costs under any such laws, and (b) agrees to indemnify and hold harmless Lancer against
any and all claims and losses resulting from a breach of this provision of [his Agreement. This obligation to incemnily snail sunwe the :avment
of the Indebtedness and the satisfaction of this Agreement.
Maintenance of Casualty Insurance. Grantor shall procure and maintain all risks insurance. Including without limitation fire, theft and ;uctily
coverage together with such other insurance as Lender may require with respect to the Collateral, in form, amounts. coverages and :asis
reasonably acceplabte to Lender and issued by a company or companies reasonably acceptable to Lancer. Grantor, upon request of Lancer,
will deliver to Lander from time to time the policies or certificates of insurance in form satisfactory to Lender. Including sloutalions !hat coverages
will not be cancelled or diminished without at least thirty (30) days' prior written notice to Lender and not Inctucing any disclaimer of the voiurer's
liability for failure to give such a notice. Each insurance policy also shall include an endorsement providing that coverage in favor of Lancer will
not be impaired in any way by any act, omission or default of Grantor or any other person. In connection with all policies covering assets in
which Lender holds or is offered a security interest. Grantor will provide Lender with such toss payable or other endorsements as Lancer may
require. It Grantor at any lime tells to obtain or maintain any insurance as required under this Agreement, Lancer may (but snail no: be c:ngaled
1o) obtain such insurance as Lender deems appropriate, including if it so chooses 'single interest insurance,' whin will cover only Lancer's
Interest in the Collateral.
Application of Insurance Proceeds. Grantor shall promptly notily Lender of any loss or damage to the Collateral. Lancer may make Croat of
loss if Grantor faits to do so within fifteen (15) days of the casually. All proceeds of any insurance on the Collateral, including ac-^vee rrcweds
thereon, shall be held by Lender as part of the Collateral. If Lender consents to repair or replacement of the damaged or destroyed Collateral,
Lander shall, upon satisfactory proof of expenditure, pay or reimburse Grantor from the proceeds for the reasonable cost of repair Or restoraton,
11 Lender does not consent to repair or replacement of the Collateral, Lender shall retain a sufficient amount of the proceeds :o city ail the
Indebtedness, and shall pay the balance to Grantor. Any proceeds which have not been disbursed within six (6) months after their recec: and
which Grantor has not committed to the repair or restoration of the Collateral shall be used to prepay the Incectecness.
Insurance Reserves. Lender may require Grantor to maintain with Lender reserves for payment of insurance premiums, whin reserves sraa be
created by monthly payments from Grantor of a sum estimated by Lender to be sufficient to produce, at least fifteen (15) days before the
premium due dale, amounts at least equal to the insurance premiums to be paid. It fifteen (15) days Cefcre payment is cue, the reserve Funds
are tnsuffinent, Grantor snail uedn demand pay any deficiency to Lender. The reserve funds shall be held by Leneer as a general ceccsa and
shall constitute a non-interest-beanng account which Lender may satisfy by payment of the insurance premiums recuired to be =aid by Grantor
as they become due. Lender does not hold the reserve funds in bust for Grantor, and Lender is not the agent of Grantor !or paymer.: of the
insurance premiums required to be paid by Grantor. The responsibility for the payment of premiums shall remain Grantor's sole res=cns;ci,,,y.
Insurance Reports. Grantor, upon request of Lender, shall furnish to Lender reports on each existing policy of insurance snowing such
information as Lender may reasonably request including the following: (a) the name of the insurer, (b) the nsks insured; (c) the amount Of the
policy; (d) the property insured: (e) the then current value on the basis of which insurance has been cotained and the manner of cetermining
that value: and (f) the expiration date of the policy. In addition, Grantor shall upon request by Lender (however not more often !ran annually)
have an independent appraiser satisfactory to Lender determine, as applicable, the cash value or replacement cast of the Collateral.
RANTOR'S RIGHT TO POSSESSION AND TO COLLECT ACCOUNTS. Until default and except as otherwise prcvlceC below with res:ac: to
:counts. Grantor may have possession of the tangible personal property and beneficial use of all the Collateral and may use it in any lawful manner
of inconsistent with this Agreement or the Related Documents, provided that Grantor's right to possession and benefic:ai use snail not accry ;c any
ollalerat where possession of the Collateral by Lender is required by law to perfect Lender's security interest in such Collateral. Until c:hermse
I[ified by Lender, Grantor may collect any of the Collateral consisting of accounts. At any time and even though no dent of Default exists. Lencer
ay exercise its rights to collect the accounts and to notify account debtors to make payments directly to Lender for accilcaticn Ib the Incec:ecness.
Lender at any lime has possession of any Collateral, whether before or after an Event of Default, Lender shalt be deemed to have exer=sed
asonable care in the custody and preservation of the Collateral if Lencer takes such action for [hat Durbose as Grantor snail revues: c., as Lender, in
?nder's sole discretion, shall deem aecroDnate under the circumstances, but failure to honor any request by Granter shall not of itself be ceereC to
r a failure to exercise reasonable care. Lender snail not be required to lake any steps necessary, to preserve any rights ;n the Cattail acairs: --nor
trties, nor to protect. preserve or maintain any security interest given to secure the Indebtedness.
(PENDITURES BY LENDER. It not discharged or paid when due, Lender may (but shall not be obligated to) discharge or pay any amounts
quired to be discharged or paid by Grantor under this Agreement, including without limitation all taxes. liens, security interests. encumbrances. and
her claims, at any time levied or placed an the Collateral. Lender also may (but shall not be obligated to) pay all costs !or insuring, maintaining and
reserving the Collateral. All such expenditures incurred of paid by Lander for such purposes will then bear interest at the rate changed under the
)le from the dale mounted or paid by Lender to the dale of repayment by Grantor. All such expenses shall become a pan Of the Indebtedness and.
Lender's option, will (a) be payable on demand, (b) be added to the balance of the Note and be apcorticril among and be payable •wi:h any
staltmenl payments to become due during either (t) the term of any applicable insurance policy or (it) the remaining term of Ine Note. or to be
rated as a balloon payment which will be due and payable at the Note's maturity. This Agreement also will secure payment of these amounts. Such
Im snail be in addition to fill other rights and remedies to which Lender may be enlilled upon the occurrence of an Event of Default.
VENTS OF DEFAULT. Each of the following snall constitute an Event of Default under this Agreement:
Default on Indebtedness. Failure of Grantor to make any payment when cue on the Inceotecness
Other Defaults. Failure of Granter to comply with or to perform any other term, obligation. Covenant or condition c=ntained jr, :his Agree tfe.^.t or
in any of the Related Documents or in any other agreement between Lancer and Grantor.
Default In Favor of Third Parties. Should Borrower or any Grantor cefautl under any loan, extension of credit. security acreement.:urccase or
sales agreement. or any other agreement, in favor of any other creditor or person !hat may materially affect any of Eorcwws orc--ev or
Borrowers or any Grantor's ability to repay the Loans or perform their rescl ca!icalans under this Agreement Cr any bf the =..e.ated
Documents.
False Statements. Any warranty, representation or statement mace or lurnlsned to Lencer by or on behad of Grantor once, 'his Agfeeren% the
Note or the Related Documents is false or misleading in any material respect. either now cr at the time mace or lurnisned.
Detective CollaferaflZallon. This Agreement or any of the related Documents ceases to Ce in full force aria abed: rinc'uc:rig failure c! any
collateral documents 10 Create a valid and ceffecleC security interest or bent at any time and for any reawn
Insolvency. The dissbiulic, of ierminalicn of Grantors existence as a gong Business. Ire insolvency of Granmr, the acxm+ment C1 a 1eZVver
lot any part of Grantors --re--e•ty, any assignment for the benefit Of reCtIcrt. any !v:e CI c:ecfi r wcrkeut. or trio c_rrencene^: C! any
prcceeomg umee• any bankruclc•V or ?nsowency laws by or against Grantor.
Creditor or Forfeiture ProceT_Cings. Cc-encement Cl ?C,C!CsU,p BI ?^rienute --roc=^-:rgC caretner ov :uorc.r; = Bceecmg. sr'--e-p.
)7_15_1997 Cr"4MERCIAL SECURITY AGREEi1111'r`IT Page a
.can No 2737091 (Continued)
tepossessloh or any other method, by any creditor of Grantor or by any governmental agency against the Collateral at any other czuterx
securing the indebtedness. This includes a garnishment of any of Grantor's deposit accounts with Lender. However, this Event at Default snag
not apply if there is a good faith dispute by Grantor as to the validity or reasonableness of the claim which is the basis of the predict or Icrfedure
proceeding and it Grantor gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surely bond
for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sale discretion, as being an adequate reserve of bond for the
dispute.
Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness or such Guarantor
dies or becomes incompetent. Lender, at its action, may, but shall not be required 10, permit the Guarantor's estate to assume uncone,hohadv
the obligations arising under the guaranty in a manner satisfactory to Lender, and. in doing so, cure the Event of Default.
Adverse Change. A malarial adverse change occurs in Grantor's financial condition, or Lender believes the prescep: of payment or
performance of the Indebtedness is impaired.
Insecurity. Lender, in good fadll• deems itself insecure.
Right to Cure. 11 any COWL other than a Default an Indebtedness, is curable and if Granter has net been given a prim notice of a breacri of the
same provision of this Agreement, it may be cured (and no Event of Default will have occurred) if Grantor, alter Lancer series written nonce
demanding cure of such default, (a) cures the default within tan (10) days: or (b), if the cure requires more than ten (10) pays, immecmterv
Initiates steps which Lender deems in Lender's sole discretion to be sufficient la cure the default and thereafter continues and completes a9
reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical.
TIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under this Agreement, at any time thereafter, Lender snail have all the fig.-Is of
, secured parry under the Pennsylvania Uniform Commercial Code. In addition and without limitation, Lender may exercise any one or more of :re
allowing rights and remedies:
Accelerate Indebtedness. Lender may declare the entire Indebtedness. including any prepayment penalty which Grantor would be requirec :o
pay, immediately due and payable, without notice.
Assemble Collateral. Lender may require Grantor to deliver to Lender all or any portion of the Collateral and any and all certificates of title Inc
other documents relaling to the Collateral. Lender may require Grantor to assemcle the Collateral and make it available to Lancer at a place :d
be designated by Lender. Lender also shall have lull power to enter upon the prcceny of Grantor to lake possession of and remove re
Collateral. If the Collateral contains other goods net coverall by this Agreement at the time of repossession, Grantor agrees Lender may a.e
such other goods, provided that Lender makes reasonable efforts to return them to Grantor alter repossession.
Sell the Collateral. Lancer shall have lull power to sell, lease, transfer, or otherwise peal with the Collateral or proceeds thereof in its own ra-a
or that of Grantor. Lender may sell the Collateral at public auction or private sale. Unless the Collateral threatens to decline sbeedily in value
is of a type customarily sold on a recognized market, Lender will give Grantor reasonable notice of the time after which any private sale or arry
other intended disposition of the Collateral is to be made. The requirements of reasonable notice shall be met if such notice is given at Was: :an
(10) days before the time of the sale or disposition. All expenses relating to the disocmlien of the Collateral, including without limilatich L`.e
expenses at retaking, holding, insunng, placating for sale and selling the Collateral, shall become a part of the Ineeblacness secured by :.'=
Agreement and shall be payable on demand, with interest at the Note rate from dale of expenditure until repaid.
Appoint Receiver. To the extent permitted by acpltaaple law, Lender shall have the following rights and remedies regarding the apocintmen: df
a receiver: (a) Lancer may have a receiver appointed as a matter of right. (b) the receiver may be an employee of Lender and may ser-m
Without band. and (c) all fees of the receiver and his or her allorney shall become part of the Indebtedness secured by this Agreement anc srza
be payable on demand, with interest at the Note rate from date of expenditure until repaid.
Calleel Revenues, Apply Accounts. Lender, either itself or through a receiver. may collect the payments. rents. income. and revenues from °e
Collateral. Lender may at any time in its discretion transfer any Collateral into its own name or that of its nominee and receive the paymehs.
rents, income, and revenues therefrom and held the same as security for the Incebtechess or apply it to payment of the Indebtedness in sir.
order of preference as Lancer may determine. Insofar as the Collateral consists of accounts, general intangibles, insurance pctic:es. instrument. .
chattel paper, closes in action, or similar prccerfy, Lender may demand. coiled!, receipt for, settle, compromise, adjust. Sue for, forec:cse. or
raali:e do the Cciftleral as Lender may delerrime, whether or net Indebtedness or Collateral is !hen due. For these purposes. Lander may. on
benalf of and in the name of Grainer, receive, Posh and dispose of mad accressed to Grantor, change any address to wndn mail and Payments
are to be sent: and endorse notes, checks, crafts. money orders. documents of title, instruments and items pertaining !o payment. shipmerL or
storage of any Collateral. To lacdfale collecimn. Lender may notify account cectcrs and obligors on any Collateral to make payments Cirec'! :c
Lancer.
Obtain Deficiency. 11 Lender chooses to sell any or all of the Collateral. Lender may obtain a judgment against Grantor for any defieerrr
remaining on the Indebtedness due to Lender after avolibalion of all amounts received from the exerc:se of the rights pr"Ped in this Agreement.
Grantor shall be liable ter a deficiency event the transaclion described in this subsection is a sate of accounts or enattel paper.
Other Rights and Remedies. Lancer shall have all the rights and remedies of a secured creditor uncer the provisions of the Un. -a
Commercial COCA. as may be amended from time to time. In addition, Lancer shall have ano may exercise any or all other rights and remedy r :I
may have available at law, in IlCu'ity. or otherwise.
Cumulative Remedies. All of Lender's rights and remedies, whether evidenced by this Agreement or the Related Occuments or by any -:hair
Wining, shalt be cumulative and may be exercised singularly or concurrently. Election by Lancer 10 pursue any remedy snail not exclude :-=L;a
of any other remedy, and an efec:l0n to make expenditures or to take ac:icn to perform an ccligation of Grantor uncer !his Agreement, aner
Grantor s failure to Cerform, shall nor affect Lancer's right to declare a default and !0 exercise its remedies.
MISCELLANEOUS PROVISIONS. The lcilowmg miscellaneous ciowsions are a pan of this Agreement:
Amendments. This Agreement. together with any related OPcjments, constitutes the enure uncefstancing and agreemenl of I" parties is 'o
the mailers set forth in INS Agreement, No alteration of or amendment :o this Agreement shall :e eliechve unie55 given 'n writing and signet: :V
the party or parties sought to at charged or pound ey the alteration or amendment.
Applicable Law, This Agt dement has peen -covered to Lancer And accepted by Lender in the Commonwealth of Pennsylvania, If tree s a
lawsuit. Grantor ag:ees jean Le,eet s *eduest to submit to the IurisCiVien or the c-urn. of the Commonwealth N PennSyivanu. Lencef ar-
Grantor hereby wane the right 's any jury trial in any ac:lcn, prCCCldmg, or counterc:aim -reughl by either Lancer Or Granter against the -.r-Or.
this Agreement shall ell g-vpfrea :y and c-ns:rued in accor ance with the 'laws of 'he Ccmmonwealth of Pennsylvania.
Attorneys' Fees: Ereenses. G,antcr ag'eet td :av upon cemano as or Lender s -psis anc eycentes, mCtucing attorneys' fees anc Le"cC S
legal eyeenset, nrtried m c-rrec•',rn win the entcrce,,ent of fills Agree-ent. Lence• may -ay scmecre else :c he-c entcrce !ms Agfes-tr:,
small 'he r_ss are rr• ors cf such erfeicemeni, C=-, anc encerses nr.' Lender: ahcrr,evs 'ees one egal e,ce^ses
and , at r o nu uY. c•, cce:ings :and .no:u:irg encits to mr_•.:r
wre?nr at not ine?e s a Ail nc'u, uirmevs fees anc 'e;ai neertet of a
-16-1997 r-""4ERCIAL SECURITY AGREEIV'---
an No 27370,95 (Continued)
Page 5
vacate any automalic itay or injunction), appeals, and any anticipated post-{udgment collection sarmces. Grantor also shall pay all court COSTS
and such additional fees as may be directed by the court.
Caption Headings. Caption headings in this Agreement are for convenience purposes only and are not to be used to Interpret or Olathe the
provisions of this Agreement.
Notices. All notices required to be given under this Agreement shall be given in writing, may be sent by telefaetmile. and shall be epecdve when
actually delivered or when decesilad with a nationally recognized overnight courier or deposited in the United Stales mail, first Cass, postage
prepaid, addressed to the party Id whom the notice is to be given at the address Shown above. Any party may change its address for notices
under this Agreement by giving Iermal written notice to the other parties, specifying that the purpose of the notice is to change the parlys
address. To the extent permitted by applicable law, it there is more than one Grantor, notice to any Grantor will constitute notice to all Granters.
For notice purposes, Grantor will keep Lender informed at all times of Grantor's current address(es).
Power of Attorney. Grantor hereby appoints Lander as is true and lawful attorney-in-tact, irrevocably, with tug power of Subs6lution to do the
following: (al to demand, collect, receive, receipt for, sue and recover all sums of money or other property which may now or hereafter berme
due, owing or payable from the Collateral: (b) to execute, sign and endorse any and all claims. Instruments, receipts, checks, drafts or warrants
issued in payment for the Collateral: (c) to settle or compromise any and all claims arising under the Collateral, and, in the place and Still Of
Grantor, to execute and deliver is release and sehioment for the claim; and (d) to Ille any claim or claims Or to take any action or fnstuute or take
part in any proceedings, either in its own name or in the name of Grantor, or otherwise, which in the discedon of Lender may seem to be
necessary or advisable. This power Is given as security for the Indebtedness, and the authority hereby conferred is and shall be irrevocable and
shall remain In full force and effect unlit renounced by Lender.
Severablllty. If a court of compitlent jurisdiction finds any provision of this Agreement to be invalid or unenforceable as to any person or
circumstance, such finding shall not render that provision invalid or unenforceable as to any other persons or circumstances. If feasible, any
such offending provision shall be deemed to be modified to be within the limits of enforceability or validity, however, it the offending provision
cannot be so modified, it shall be stricken and all other provisions of this Agreement In all other respects shall remain valid and enforceable.
Successor Interests, The terms of this Agreement shall be binding upon Grantor, and upon Granters heirs, personal representatives,
successors, and assigns. and shall be enforceable by Lender and its successors and assigns.
Waiver. Lender snall not be deemed to have waived any rights under this Agreement unless such waiver is given In writing and signed by
Lender. No delay or omission on the part of Lander in exerclsing any right shall operate as a waiver of such right or any other right. A waiver by
Lender of a provision of this Agreement shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with
that provision or any other provision of this Agreement. No prior waiver by Lander, nor any course of dealing between Lender and Grantor, shall
constitute a waiver of any of Lender's rights or of any of Grantor's obligations as to any future transactions. Whenever the consent of tender is
required under this Agreement, the granting of such consent by Lender in any instance shall not constitute cdntinuing consent to subsequent
Instances where such consent is required and in all cases such consent may be granted or vnthheld in the sole discretion of Lender.
I ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS COMMERCIAL SECURITY AGREEMENT, AND GRANTOR
EES TO ITS TERMS. THIS AGREEMENT IS DATED JULY 16, 1997.
AGREEMENT HAS BEEN SIGNED AND SEALED BY THE UNDERSIGNED.
Corporate Seat )
Association
V.D
l
CF I Pro5a M I I. Inc. Al, nOn l r r I tlrve a.
EXHIBIT F TO MOTION
162829 1
5Em-@e-1558 14:49 COMMERCE BANK
PENNSYLVANIA DEPARTMENT OF STATE
CORPORATION BUREAU
UNIFORM COMMERCIAL CODE
P.O. BOX 8721
HARRISBURG, PA 17105-8721
COMMERCE BANK/HARRISBURG NA
PO BOX 8599
CAMP HILL, PA 17001-8599
DEBTOR:
R-GEE CONTRACTING INC:';
236
ERF.QRD RD _ _ . _.
CAMP HILL, '::PA : 1.7011..,,
SECURED PARTY:
COMMERCE BANK/HA RISBURG-NA
100 SENATE AVE
CAMP HILL,'•PA• .17011.
EFFECTIVE DATE: MAY 15, .1995. AT, 11:15 AM.
FINANCING ,STATE?v= •NU1vMER:. 2.42.80879
717 575 0581 P.02i05
Sc -0e-1558 14:45 CuMME:C= BnPIK 717 575 05?1 F.0 ip5
r nRt it InUMMt'atl 3n0 Owing aeon"' 1 „ IMPORTANT ? 'X instructions an
ur, :•J:.a1CCii3 Inc. reve*sIN side T. 4 beivret completing
r.1 : Crd Road t'iGag No. (sumpea. Dy filing onk2s): Deter. rand Fling OttKa (==W Ly Ning Q1lK
p Hill, PA' 17011
y
farm pas rune gm it morvnaul) and tracing ado aS t - oC Q
TAO ;;,W inq Salomon, i preSCHM. for filing pt=ZM Ia Int Ufatarm CC=WCat COOL S M K to be fit
to wiet tk (Crack Applicad a balk):
name past name first it kMNlmall and (=vV aaarevc ? Saofatary of -vice Cornmarrivam
Promonotay of Cumberland Colmy
? real estate reeds of Cwnry.
?. to Number of Adiirional slwan W am6 '
we" 01a _
oterce Bank/,Harris; a=g, 1L4t'Z.
-Senate •Aveatde i
p, Rill, 'P9: '17011 '• " 2
e.l,l of Sscwed Party name(S) (10 112111: first d Inaivi ual) and amen
'ltssor.
Wine; 'Oamar and 'Seared Party' man "Lu=' AM
ttm s "Debtor" and -Seared Petry' mean 'Consignee" and 'Comoli,
is a Tratstritbng Utility.
emone is filed wah Only the seemed Party's wgnatme m pears:
f interest in o:llamrat (check appliede =4111)) -
acquired after a A-20 of Rama, idunily or corporate aruanure of
tie Debtor.
as 10 wW& the fling has lelnad.
by sub ecs to a seamy hmml in onadrer oe,m y In Pennsylvania-
when the Collateral wes ntw.ad to this corm/.
when the Dobtor's resident. ar platei of burrows wet na ed To
this county. '
ty subject to a seta rty intent in tmnther )urudlerion -
when the callart i was moved m PeanvivaU
when the deirter's local:ae ..ws .hard to PeradyyM@ul
which i$ paartdt al the collateral Mcribed In block: T. in wn= a
suety interest was pravnaary per:ctssl' (amo *=Do proceeds in
block 9, 8 pmcnased with a= aocaeds and rem adewat ly described
on Inc thane snwc!ng scnememl.
Sowed " Sgnekrenl
imounea am if boraesl is cracked adml:
Identify maamral Iry iMM aIDlor type - .
See F-hibit "A" Attached herG,o aljd=psde a
1.
part hereof
Igo .
R Z.
a=-
(check desired) PicdL= at the mltat¢ol.aa afro CMVM.
idwrlify related real .pats, II 2PP^= the MiMilral IL at memo I= uasoprs>z oatc)) -
a traps growing or to be gtomt on -
goods which ate or ate m b=n-a limns; on -
-
C. minerals or Inc Qu: cirucw rg ad and PSI is ectractee On
d. ? aacoums nowiting fmre the sob. of mbvais or the Ae (IntmCing as and gas) at the weilreta or
mvlenaad on -
Me following real estate:
Stmef addnrr:
boaribed. of: Book " ?'?c'r sc an!) C' Oeelr' ? Ti0172CM at Page(,)
ler _CmM. Urvfonh Parcel Iderrea:
? oesc:Sea art A:l!hier4 -Mae:
Name of record crud (reCtihed arty d no Debtor A2S an inr_= of regard):
Robert C. Derric4pv Sr. - ? -ts
Coerce Bank/•r'arrisburg, N. A.
P. 0. Box 8599
Ca=p Hi=1, PA 17001-8599
47FM -rCFM l1Ct•1 '
oy Socne2ry of Cortrummetm p?isrfatrywMti
?mm Bob"
FINANCING STATEMENT - FOLLOW INS'TWCT10NS CARSU-LY
maPlwlelnG muan.m is tlresented for Nlma avrnunt to One Une=m eommNew coos
and is remun a1f edtme, wlln amen 11>sspisarls, fir 5 van Iran algal (Ilmy
A.NAMEATELNCPCONTACTATFILER(=UD MI Ie. FlUNOOFFICEACG.0 (I
URN COPT TO: )Name Ana Manna noaa..r
Commerce BenklHadracurg. National Awcadeuon
PA. BDL IIS"
job Senate Avenue
Camp Hill, PA 17001-996b
L
t,l)aTCR'S EXAOTFULL LEGAL NAME. Insert only one deal= AMC V I MIDI
IL ENTITY'S NAME
R-m COrllroCting, Inc.
OR MII
I IRSTNAME
it. INOIVIOUALS LAST NAME P
mp S T,
f o.MA1LINa AOORC5S gr
a Richland Lane, Suite 1101A I Ca HIII IPA
I tµ
1 a, SS. OR TAX 1.05 OPTIONAL 1 v. TYPO OF dNTfTY III, InIl IT.
OR C'.UNTRT OF
2S-1626396 GO'NL INFO RE IOROANIiATtaN i
NTm oesTCw
__.-_.... -?mnc•c __.._o. I „rust a1AME_ Intel =Vens dual= nsme 126=431
OR
ta.Sr.ORTAXI.D.p OfrIONAL Illa.TYPCOFENTlTy 121.VITITT'SSTAld •au=
1. OWL INFO RC OR COUNTRT OF
IeNTiTT DEETORI I OROANIZATION I
d. SECURC PARTY'S (Og1OINA1. vp =ITS TOTAL ASSIGNEE) EXACT FVLL LEGAL NAME -M39M Only OIS ea01 10 ndly palms
k ENTITYS NAME
Commerce BankMarrtsburB, National Ascoctellon
OR _. _._.... _ .... .... ..........? )FIRST NAME MIDI
17011
:.0./. II any
P.O. Box aS99 99, 1= foo Senate Avenue I carne Hin IPA I 117001-VE155
-
e. The: FINANCING STATEMENT ewers the IOno,ina lyaee =I1slna of properr.
All inventory. Cannot Paper, Aeemarts, Eauipmem, Gersaral Intangibles and Ftxtutee; whadvor Qty of file foregoing is awned nOW at acquired
later; all accuwmsl adalaons, replacwnElrb, and sutlstltudons relating to any Of the foregoing; all records of am/ land relating to any of the
foregoing; all proceeds relating to any of the foregoing (Including Insurance, general Intlinglbles and other accounts Proceeds).
This Fin grading Statement is to be recorded In the rat estate records- Some or all of the collateral Is located an the following described reel
estate: G Richland Lane, Suite 101 A. Camp Hill. Cumberland CDunty, Pennsylvania Robert G. Oenldcson, Sr. is the record owner of the real
property descrioea an which the collateral Is located.
S. CMCCk his FINANC:NO STATE ME VT Is-"M"th,in, LaevaO Mildly Instead of ins Deal= to OW(W a m`CWry mlRSal(al In )t. ulnae in elylca. (eneu anal
me Oavma.nary DaR?AIaMYy INTO
Box COIIaIYM Va1dy<YajKllpaFKVily NIdreF111 t,,a1nar lVledk11"wMn it waea,WanI In101MNM11.= pnln ina 0.Otara
sh wag CmWgA: iCtntF i:1111. NeCC=aYke wlln OlNMralal= WiTyidims l aodltl"I caul may to nwyael alL Oaveld ® Mahal aaadCaall
This FINANCING I T A MMENT Is :a So 11140 n=raC=ol
e, .1eQY1P Atu eS'S1 (O rr damin me PEAL ESTATE RECDRDa
l/iG/, ?.??(]+ MMtn Adil"am amity In Iii 11i
iLC a m AeDUCST SFAACN a nFICAtE151a,C O 11
Laaert G. c?Z'daon. Zr., efaoant IAC01"Ciii al e1
CFI ProServlces, Inc. 180 S.W. ath Avenue. Pontand, Oregon 972U
(1) F1UNG OFFICER CCPT - NATCNAL FINANGNG STATEMEV. (FOAM UC C •) (TRANS) tREV. l7imm5)
c -0E-L55E 3200 CCMMECE BANK -- 717 575 WJ-dl r.
FINANCING STATEMENT ADUtrJl2l lM -72LLDwINGMUOnoNS
.----ATEdENE
AdA. NAME OF FR S OESTC RCN RE _"CIN3 B11
E4TRTSNA49
F,= Contracting, Intl.'
S c CACT FULL LEGAL NAME -Insert only one name (AdIa or
on
A417-
a"
74- A00L Smmsnw-.,lat,GSacceWtta. QT', ?00 Y i I0eNI0"0,'nQL mNarili. "MW Ae00. 13 This nPINANC:NG aatate ?t GI0a0? hp0pa QewinO S to 00 INNI
AOA. Daaai000n e1nRORitc:
2 Rkbtand Lane. Sutle 101 A. Camp Fell, Cumberland CauntY,
Pennsytvanle
Asa. k aum0id oa an or nw.arOcvx NIFP Of 0w'? Dee rat
Robri G.13trim man, Sr.
S RltbtaW Lane, Sune 101A
Camp Hill, PA 17211
or Ad7b
I AOL 1 O.RS ?, o TTANIMITTN6 UTILITY Pf aD0irf0?,1
art fRCItF]n. Y- Preal2enr CFI ProServlce? Inc 422 S.W. OM Avenue. Portland. Oregon TM04
TCTF.L P. OT
EXHIBIT G TO MOTION
162829 1
COMMERCIAL GUARANTY
Loan Dale I Minority I Lo I Cell I Conoterla I ACOounl Dtim 'tDals
C OM f in Me sha0w Mraa Sea la Lan21I s use only and 0/0 1101 Ymel Ine ap0ticaallly 01 lrif OoCUmenl 10 inv D2OICVyf loan a'Ilm.
r I
R-GEE Contracting, Inc. (TIN; 25-1e267t51 Lender: Commerce aenkyHanlsourg, National Assocwwn
0 RICROw La11e. SUlte 1101A Main Of11CerCommerclal Cost Center
CWP Hill, PA 17011 P.O. Boa x599
100 Swale Avenue
CAMP Hill, PA 17001-9965
Robert G. Goodell St.
7 Rlw1890 Lane, Suite lotA
Camp HIII, PA 17011
OUNT OF GUARANTY. This Is a guaranty of payment of 100.000% of IM Note. Including without Ilmllalmn Ine principal Note amount at
Thousand Se 00/100 Dollars IS50,000.001.
ARANTY. For good And valuable Conudwallon, Robert G. DwbCkwn. SL ('Guarantor'( aowlulely and unconditionally guarani", 0/q
mt"t 10 Pay 10 Commerce BmeMarnscurg, National Aswciallon (lender'( or Its order, on demand, In legal tender of the United States of
Relay. 100.000% of the Ind,Dttdntu ins trial form Is dafhed below) of R-GEE Contracting, Inc. ('BorroweP) to Lender on the terms and
dlllons Nt forth In this Guaranty. Guarantor agrees that Lanais, In Its Able discretion, may determine when portion 01 BarrowwY
wleaness to leneer to Covered by GYMranlor's percentage guarlnly.
INITIONS. The following wwas arms nave the following meanings when used in this Guaranty:
Borrower. The wad 9arewn' mains R-GEE Contracting, Inc..
Guarantor. The wood'Gualanta' meant ROCerI G. Derrelson, Sr.
Guaranty. The we "Guarwy' mews this Guaranty made by Guramor for Ima benefit of Lancer called July 16. 1997.
Indebtedness. The ward 1ndoDednes,' means the Note, including (at as principal. (of all interest. (C) all 1410 Charges. sal a9 loan lees and
loan changes. and (a) all COM@cUOn costs and expenses; totaling to the Note Or to any COlialwal lot the Nate. CoIIKYon cw,m Ana nooses
IMMUae without emnaxpn Us of Lender's attorneys' lees antl Lanear'A legal expenses. whatnot or not suit is instituted ad
. d attorneys fees and "M
expansss for DAMAIUDICy proceedings (including efforts to modify a vacate any automatic stay or injunction), appeem. 2110 any anYCpaud
POST-tuagilam Collector, samcn.
Lenear. The word *"near' means CAMMeres BanklHarMDUrg, Natiorlal Association, Its SUCCeeSOR And Might.
Ness. The word 'Note" meant Ine promissory note or aeoil agreement cited July 16. 1997, In the original Principal Amount of 350.000.00 MzM
Schermer 10 Lancer, together with all renewals at. extensions of moeilcahons of. refinancings of. Consolidations of. and sutes.tunoha I0/ :.•
OromisfOry, note or agreement. Notice to Guaranlof: The Note evidences a revolving line of credit from Lender to Borrower.
Related Documents. The words 'Related Decumants' mean and Include wllhoul Ymitabpn all promissory notes. dead sgr"MfMts, lean
agreements, environmental agreements, guaranties, secunly agreements. mortgages, comas of trust, Step all 01:7w instruments. agreements Surge
documents, whelner now a herealler eating, executed in connection with The Indebtedness.
[MUM LIABILITY. The maximum Itaelllly of Guarantor antler this Guaranty snail not exceed at any one time 100.000% of the amount of the
bfeaneu eewrlbed above, plus all Costa and expenses of (a) enforcement of this Guaranty and (b) Collection and Sale of any collateral
!anng this Guaranty.
&Dove Imeeacn on Wilily is not a Iastrictu n on the amount of the Incablwn"s of Borrower to LenOw either in the aggregate or at any one Ante.
now orasently holes 0110 or more gaarantles. or Moraalur'KVtva additional guaranties from Guarantor, the rights of Lander uncer a quaranbes
A be Cumaihve. This Guaranty Until not (unless toeat"My pronaed below 10 the contrary) affect at invalidate any such Diner quaranues. ?0
'yM of GYarania will Os the aggregate liability of Guarantor under the urn" of this Guaranty ado any such other Unte memated quranoed.
IURE OF GUARANTY. Guarantor intends to guaranies C All lima in* owhormance and prompt osymenl when OUR. whethey al nulumv or eama
to60n of aCCereration a otherwise, 01 all InaeDUaness mlhtn the IImIts sad torah In the preceding section of inn Guaranty. This Guaranty covers a
olying line of Credit sad guarantor unoerslanda and agrees that this guarantee Shell be open and continuous until the line of credit is
ranted and the Indebtedness Is paid In full, ea provided below.
IATION OF GUARANTY. This Guaranty wiY take effect when received by Lenaw without the necessity, of any acceptance by Lancer. x any nc•..ce
iuaraniw a to Bwow81, And will commue in Iwt fares Unit &Y Inco teom"s small have been tufty and finally deep and satufiec {nO as Diurar
941toha of Gusronla under that Guaranty snag Move been performed in full. Release of any airw guarantor or termination of any what guaranty of
nuaatednws AMU not etlect the NaoNty of Guarantor, under this Guaranty. A umation received by Lancer from any one a more Guarantors s.5s
affect tat liability of any remaining Guarantors under ion Guaranty. This Guaranty covers a revolving line of Credit and It Is "eciflCerry,
:lamed mat fluctuations will occur in the aggregate amount of Intewman ew owing from Borrower to Lender. Grantor wactricatfy
l"100901 sad Agrees that flbCRIA110na In the amount of Indebtedness, even to taro dollars (3 0.001, wail not Constitute a lamination of
Guaranty. Guarantor's liability under this Guaranty anall terminate only upon (al Iennlnallon in writing by Borrower and Lender of the line
edit, (b) payment of the Indebtedness In lull In legal lender, and ICI payment in full in legal tender of all other obligations of Guarantor
RANTOR'S AUTHORIZATION TO LENDER. Guarantor authw3as Lanou, without notice or demand and without lessening Guarantors
Illy untie? Into Guuanry, from lime to time: IC to mare one or more additional Sectored or unsecured Irony to Borrower, to lease
pmwl of other goads to Borrower, or otherwise 10 extend wAll0hat credit 10 BOrwWer: t0) to alter. compromise, renew, me"
ftrate, or otherwise Change on, or more times the lima for payment or Other lent of the Inaebleaneu or arty, pan of in, InaeotediresiZ
1(11119 Increases and Decreases of IM MIS of Interest On the Indeblemess: extensions may be repeated and may be [or longer Ines the
hat loan lame till to twee and hold secunry for the payment of this Guaranty our tat Inaeblecness, and exchange. aniance. wwa,
wine. Ian of decide not to perfect, Rea miss" arty wee security. with or without the wbstflullon of new collateral (0) to releaaC
altU$B. agree not to we. Or 0181 with any one or more of Son erg wrelles. endorsers, or other guarantors on arty terms or In any
raw lenaer may Chad": eel to Calamine how, when and what &pollution of payments antl Credits wall be Made On the Inototwness;
Steady wen sa rity sad 0=1 the order of manner 01 sera lhefwl. Including without limitation, any hOnludiCIM sale pemtllled by the
S of the controlling security egre anent or dew Of INC. as Lender In Its diK1e1100 MAY aelermonw fill to sell, transfer, as ign, or Mount
clpstions In all a any part at the Ihatbtednfu: and (hl to aulgrt or benstor this Guaranty In whole or in pan.
RANTOR5 REPRESENTATIONS AND WARRANTIES. Gunnta ltorwanb and warrants to Lenow Mal (a) no rwrwemauons or mgreemem,
IY der raw, beer mane to Guarantor whom would antl a auCYiy on any way the terms of me GuarareIr. lot them Guaranty a erKUiso C
Merely S rearasl and no at IM Moduesl at Lanett (CI Guarantor hat full power, ngm and sulMOMy 10 show Into this Guaranty: (a) the walem ora Of
"warty, o0 net conflict with a mull In 4 Default mew, any agreement a grew emSeument bmcing upon Guarantor and do not result in a ye"I on
Y taw. regulation. Corral. condom a wow &percent@ to Guaramm Ier Guarantor Mot not and WIN not, without tat prow written CCmumt of Langer.
ate. Also anCumOw, MVDI"Mte. Moneter, or ah,wae worm, 01 as a SubstaMlafly sY of Guarantees assets. or any hisusl tavern; 10 udon
wt I0/ hail. Guarantor wig DIMUZ, IQ LanOW fihanLhai antl deal mtorm4ti0n m tam acceptable 10 Lane@,. 4110 all suere financial truc,".an
1 CYnanlly ms owl and sat lulaf hhanNl mlormallpn whah saw Oa orONOed f0 under R arc well be IN, sna ctmect 'MGM
malohal r"OKts end
present Iha financial COnalhon of Guarantor as of Ina cat" the finance, renomination a withnoso: fill no matwal Movie change sus =me, In
rnlat fihanclal CwDaton VMCe the Date of tat most nwil financial statements wayl to Laws' still no event Ns DC.Innoo which may
may sdvfrsReY Solve, Ggainers fmanasl COndiliOT. MI no Mlegatore. Claim. investigation. sommmuafwe WOCOfaing Or Similar {CAOn (mauang
10/ moved tent against Guarantor If Dancing or threatened: lit Longer mat made rage +wresonlarlon to Guarantor As 10 me VOW-alhm"s of
saw: and j) Guaantor net "uaareso aotauan means 01 Obtaining vim Borrower On a Comenuing bass MIcrmallgn algarCmg BwDwws
hat Cowa.m. Gwwamw agrees to kf" eOt ,aim, mtorre team SUCK mews 01 any Item, events, Of COCamUanCw when re in at, way
Garema s risks UMOw IAM Guaranty, and Guarantor IWIMw agrees utal LeMOV that have no Obilgal10n to asclo a 10 Gua,ahlgr any enhemal"M
cumanis ACOYnw by Ltnaw on In* COate 01 et relations MD with Baraww.
ANTOR'S WAIVERS. Except is wommied O, apa¢aoa isw. G,wamw rte" any nom to faaura LateCe, sa110 Cwrhua'onaing money a to
a Clmw daps to Borrower: IDl to ma., any D'"anlmanl, *,atgl, oamanc. w nonce of any kind. Including notice of any nonaaymenl at Ill
wOMis of of any nanaavmwe e,4ua to any ecommai Me neon o, any action a nohacnen an the Dan of Bgngw,. LaMar, any twely, anoonw,
M CU,SMw in Canereaum rein the InCedleOneos or on Connection went he C+Bnoll Of how of soairienal loans or omlgal,Ons, IC: to Iesom Iw
MI w to proceed OnKlw w sl once against any Oen CM, Io c,uc,mg Swgww or anv whey, guarahtwl fat to Orocef0 wacry og,ns: 0......... ny
n, qld 01 unar nom Bwrgww. any we guwanmr. w anv atnw -."one uI la bey. notice of the Rem,. bms. Ana Vista at am DYmK a
e toll at Dwfogl predrill, eeCUlay pea by thin team Screwy, Me to gangly wish any Rehr, scoy"o., wayeuont 0, he uh."-'gmmrwt
. VII 10 DN\Ve we. ,nP q^I1, ration tenor t Dowr Do ICl I, commit am w• or gmaoan g, m..ma. w , am erne won •Mae, z m,
r
-1997 COmN, '_ GUARANTY s 2
No 2707095 (L. .Anued)
whits96ver. '
a Ilogallo (a1 So rawer %Mad be a become insolvnt. and Of the m0oolneness s011 not a' ad times unto Palo Oa luny saewed by c'cnasWW
it by Borrower, Guarantor many Intent verws Ana rnnamsnn An favor of Lender and Bafrawar, ana IoW 109OMWO due m. am coed Or
I DaYmnl Guarantor MY now have W haresher MY* Or acONle against Sonavier, by su lrogauon ar amemnes. so RAN as nu ante L'lag
May be ar become 4'=acdor' of Barmwer ..INA the meaning 01 it U.S.C. swoon $47101. W any succasedr o al 01 the Fedrto barmerl>=1.y
a also warvss any and ea rgnls Or defames anpeg by lesson of let anyone AMR' ar 'nil-dOfiMncy law ar any alter Law wMcl way
I Lender IlOM bANQmq any, actin, Inbuaing a balm lot Calr=ency, against GuuanlOL bildle Dr alter Lancer 1 OOmmenCArrfenl W COmmeOCl Of
e More action. Wlhw JUOK1AYy Or by alNCrse of a slower of sale; to) any Hetbon of rema0lta OY Under wmen Cattle" Or cift r acyersry
Guarantors swregaocn rights ar Guiranim s rights Io ormC against Borowrt IIX stmCunemanl, Induarng without artetabon, any fasts P,
purwi lw may sufter by reason at any law amnrlg, QuMfying, ar anwrt log in, In96blsone w IC) any dish N W *Inv Dennis of Sona war, DO
hM guagi ar at am alber Oman, or by reason of Ine cessabon 01 BonowAr's liability learn any Uwe wMUGa . Olner than payment or Ad
I lender, of the IntedfaCnesw 101 any ngnl to balm WLanarge at the Inaebleanesa an in, bawl of unrysbbed lmoaamenl of am CD l fQ Pie
wnnai (e) any statute of Unlawn. it at any time any nation W dug OrOUgnt by Lancer against Guarantor is Cbrnmancac mare a outstanding
canna of BonowW to Under, wNOn a not Carr" by any aopicabie slaluta of amdvaCmt W (1) any defenm given to guarantors at saw by as
Other Imam actual payment and performance of the InoettoOmem It payment is Mae Cy BarawW, whether YOlununfy W omorwae. a T airy
tem. On IM Indebtedness and IMWAItar Uadom Is forced 10 remit the amount 01 Insl 0ayfmal 10 Borrower '3 main in bamrudlCy W m am
notion Year any Iacaral or fore OamNO1Cy' law of law lot the relief of Coolant. the Inamoteanmis 3MO be C01111011e0 UnCWC I= IN, CU'.6e Or
amem of inn Guaranty.
near Inns wane and agrees not to eased W Claim of any time am commons In the amount guaranteed under Into Guaranry Ito any boast Or
covAiNwaon, cooler demand. NCOuument ar wnlar right, whethW such Claim, fermi or ngnl may of Assehad by the Banower, din
flat. ar both,
ANTORS UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and sprees that earn of to walwo eat torn anew le rrac,
manim a lug knowboge of its argevhpnce and consequences and IMAL under In* Mumst inaas, the warw= We reasonable and not GrllPay us
poesy ar law. It any such wW a delernned to be contrary to any soolucable law a mium policy, sucn waiysr snag be macaw Cray Cc _n
PKMIIOO by law a Ituaw policy.
R'S RIGHT OF SETOFF. In aoddan to 44 lam unan and ngnts of setoff against the moneys, Sectored, Or CAW dmown, of G,uranlor Chit to
by law, Lenow snag Mw, with regional to Guarantors obugsllons la Lander under the GuNturry and to mA extent Pemanw by game. ¦
Auto ommory s mmnly Interest in awn a ngnt at what against. and Guarantor hraCy designs. Conveyi nkwn. picegn. and fnmb W
IN of Guarantars right. Ilea and Interest in and Ia. all deposits. moron, securities and other prooedy or Guarantor now a homeowner an me
iron Of Or an Or l with Lender, wmalhe, nerd in a general Or Spebal account a dwopl, whether MAI Jointly won someone w6 ar wrkenom
r Alaxeming W otherwise, excluding nownw as IRA. Neogn. snit lrtist accounts. Every sucn socunty, mleran and nom W fora" mail be
off without demand wan ar notice to Guarantor. No swunay, mlerat a right of setoff hall be armed to haw been wawa dy am ac ar
d On the PAM of Lander W by any neglect 10 WWcn, such right at setoff or to enforce such security interest of by any Cmay in s0 Cong. °.fary
setoff and aMunty, interval SUN Continue in Jul force and effect will swn right of meta" Or seswty Inland d SUcdc; lY wane W r*rA by
omnnt in "ling eseau ild by Lender.
GINATION OF BORROWER'S DEETS TO GUARANTOR. Guarantor agreed that Ins InCeblednns of BOMOWal to lancer. wnotrr ruw
I ar h oatlw beat", shag be that to any balm that Guarantor may now hew Of hefeaflef acC We against BnOWsr. wriatne, a not Sacra wn,
n AMnNenL Guarantor heresy expressly subordinates any berm Guarantor may Mve agaiml Borrower, uCon any account whitsteyer. m any,
hat Lender may now ar hernffer have against Borrowers. In the event of Insolvency, aand conseauranl howcabn of the dam of Banrhwv,
I dit"Onlplcy, by an assignment tar the behiN of bwllors by voluntary 400050011. ON orherwne, the used 01 Borrower timmecO e, m 1.y
O of the Moms Of both lender and Guarantor nab Do part to London and shit be ant appUeO by Lender Io Ine InCAbiwnm of 9dnewr V.
Gwrantar don nervy, mlgn to Under AD Mimi wnloh it MAY Mw Ce SCOwre Agalnt SwO w Cr against any mgnM Or IllStef in
pity, of Banower; Proviead MowWer, that swn ampmenl artag be 0"aeavn only Ina IM burpnn of Usunng 10 LSMOV tug 0avment um !gsu
of Me Inaeolwrins. N Under so lormaita, any notes ar =0011 agreements now ar honaftef nWAnbng any Cents W obigaonns or Barp w
lot Snag be marked "nth a legend that the same are lubiwl to this Guaranty and snag be mpdm red to lender. Guaranl= agrm. me La
is aumari in the name 01 Guaranfo6 from time to time to execute and ORION Aasncing statements and commuallon dtanmenn and to mleG'J
MN Comments and to dike such olhe, actions as Lancer OnAM m ossary P, a0pro0NJe 10 Cane pfnerve, and enforce its ngndi uncer an
LLANEOUS PROVISIONS. The lailawMg mlaasllana0w provisions are a own of IM Gwenry;
nendmenu. This Guaranty, together with any Rowed Oaedments. Consmuln the enure understanding ano agreement of the Carlin as = ?e
eaten set IOMh in INA Guaranty. No allerauon 01 or Amonament to 1M Guaranty Shia be arlec4ve umss$ given in wnting AMC signed by Ine =tmY
aton sought to be Charges ar bound by the altauaon ar amonament.
mllnble Law. MR Guaranty has been dagvered I0 Lenart and aC05pted by Under in IM Commonwnlth of POMMY1wmu. It :hen 3 a
TRIAL Guarantor Agrm won Unows request IC Sunni to the Jurisdiction of the court of Cummil County, CammorweWn at
nmy'IYanra. London and Guarantor hereOY warn the right to any Jury tnsl in am mcUon. Prancing, or Counter=i m Cmugnt Pit $$thin Lama or
INrl agimil the otbar. This Guaranty sma be 9t:wmed by and eonstruan m accordance In the laws of the COmmenvis, :. Of
omays' Fees; EESnedses. Guarantor igrM1 to Day upon Demand ace of Unders Con and excemin. Including artomeyf Java and Lamr ws
N omens". mccowd in Connniton wren and, anICAUM Anl of IM Guaranty. Under may DAY Someone ton to Marc amorce area Gvw,AN. A is
animm, snag gay Ina Costs ago axaemn at such nlacnfMnl, Cants and exoeme, include Uncial aU=neYi IMS AMC 1004 abed
elhr or not there is a Reviews, including affernen' Ilea and 199M exDensn too banouptm Proceedings tens including ewCns 10 moth, =
CCits
we any autzmax stay ar injuncti =aware, and any antlCgalw POilyudgmanl CO1J1Cwn Iemcn. Gwrana, also SAN Day as caurt
R Such SOMMtlel Im u may Do WOCIaa by the Cowl.
IICae, AX mcatn raoW ed to be given by onnor Pam to Ime other unar And Guaranty Snag be m writing, MY 0e want by tlMdiamnrkst. ana shad
ana whom muny 0511vrtw Orwhen aepowlad vmw a natia legy rmogN Cvoi ngfd Covert, a wnan CAmoerlw in the UNIw Swn n,
lees 0051496 Deward. a0drnased to the UNIT to Whom Ina notice a to be own 41 the adorns shown soave ar to sucn Omer, aC=men an
Or pant may angmlA to the Cher to willing. II thane in more than one Guarantor. notice to any Guarantor we Cnmw4n norm, a as
afam=. Far notice madames. Guarantor agrm to wep Lender Inform" at to Umn of Guarri =norm acorns.
aroelstion. In M Cases where there a =to than am Do"Nor ar Guarantar, then ar wards used in INS Guaranty in the wngwir snag d0
rmed 10 MM bM wed m he PMal wnrte the Conlnl And corn cMn so rAOWn: amt where mere a more run One Bonoww named in U,
iremy Or unman Inn Gurenly n *."wall by move than any Gwtentar. the worn -Bwowor and TauWamce ratCACtNaty %ANN .*an die and
OM ar marl W team.' The waeam'Gw rota: 9Wr=w A. ano lend Include the Man. suCCesson. eawgn. And transterm of a Of
m. Camoon Inaaing4 M thin Guaranty No for convenience PWdnn amp and No not ld be wed to mierpHl of arm Imp dnMtram .'I :fn
gratify. It a cowl at COmoalnl IwndCapn final any Protestant Of INS GwraAIY to ba mvou ar unenrCrCnbls as to any pmom Or mmly 1arca.
A finding amts nor Nnaer that Orowamn mwya w umnlomeacle to to any other OMOm or cncurnwancims. and am OrOWslam of the, GuawanN
IY Olmr rnve &Mai "'Am mend and nlomem0le. If am Ono Or mare of "CAP wr W GuWanlar are C@DOrst,on ar ppmnrsNCa. A n NO
MAN far Laneer to MOWO mlo'm Cowers or Bonewom or Guarantor W W Ihe When. oeemore. oaMen, ar agents acting Or Purcomllg to act
Miw named, and soy maearimnais mega at Wnda m quancs, can the D,crossed amdsA Of luCn Dower owl to guaramna UMcr Tea
set. Lender ltias not De domed to haw -40100 any WAIN under Inn Guaranty unit, sucn wswW Is given in wnnrng AMC signed Dv Uncr.
me, ar Omwdn gag the gag of Under m ovrning any right snail Covew as a waver of mcM light Of nv omit I-QML A -81. Or Lender Of
Pwwon W this Gwreniv spas nor mnuace d conllluu a wawa, of UIOar S rgAt otncr-sap to Comma fern! -ZIDlunce -In mat orowwcn Or
Omer Wewaran of INS Guaranly. No onto wS,vw Oy Lender. ana am towns W caning between LendW mo Gusranlar. nae constitute a
r at env of Lenders nghn or of any of Guanm ,s oorgatmns as to any future transactions, Whomever me Camem of Lance, I NoWeO
V INS GuIBANY IM PAnhbg Of suCt, Comenl Or Lerida, n any rmsunn amen not tonsillitis coninurng consent Io fuztedunf Maureen
0 such Content is *owed ano m 4Y case, such consent may to grantec Or withheld 11 IM note Ctsmatc, of UnCer
I6-1997 COMN DIAL GUARANTY Page 3
n No 2737095 (Condnued)
rESSION OF JUDGMENT. GUARANTOR MEREBY IRREVOCABLY AUITHCS'MS AND EMPOWERS ANY ATTORNEY CR THE
TIONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANUL OR ELSEWHERE TO APPEAR AT ANY TWE FDA
IANTOR AFTER A DEFAULT UNDER THIS GUARANTY, AND WITH OR WITHOUT COMPLAINT FILED, AS OF ANY TEAM. CONFESS OR
A JUDGMENT AGAINST GUARANTOR FOR THE ENTIRE PRINCIPAL BALANCE OF THIS GUARANTY. ALL ACCRUED INTEREST. LATE
IDES, AND ANY AND ALL AMOUNTS DLPENOED OR ADVANCED BY LENDER RELATING TO ANY CCUATERAL SECURING THE
BTEDNESS TOGETHER WITH INTEREST ON SUCH AMOUNTS. TCGETMEA WITH COSTS OF SUIT. AND AN ATTORNEYS COMMISSION OF
'ERCENT (10%1 OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION. BUT IN ANY EVENT NOT LESS THAN
HUNDRED DOLLARS (SSW) ON WHICH JUDGMENT CR JUDGMENTS ONE OR MORE EXECUTIONS MAY IS= IMMEDIATELY: AND FOR
DING. THIS GUARANTY OR A COPY OF THIS GUARANTY VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY
REO IN THIS Gl1ARANN TO ODNFFit .IIAf.MFNT AGAINST GUARANTOR SHAM NOT BE DBMS= BY ANY I D RCISE OF THAT
;UnON CF THE JUDGMENT. AND STATES THAT EITHER A REPRESENTATIVE
LMENT PROVISION TO GUARANTOR'S ATTENTION OR GUARANTOR HAS BEE
ARISING FROM ANY JUDGMENT CONFESSED OR ENTERED PURSUANT TO
UARANTOR'S RESIDENTIAL REAL PROPERTY AS THAT TERM IS DEFINED IN
0.6). REFERRED TO AS THE LOAN INTEREST AND PROTECTION LAW. AS AM.
NTERED PURSUANT TO THE FORGOING AUfNORTTY SIWJ. NOT. IN ENFC
iRWISE PROCEED AGAINST ANY SUCH RESIDENTIAL REAL PROPERTY: PRI
L EXTEND TO SUCH RESIDENTIAL REAL PROPERTY AND THAT THE HOLDE
ED AGAINST SUCH RESIDENTIAL REAL PROPERTY FROM AND AFTER THE
IF. SUCH LOAN INTEREST AND PROTECTION LAW AND RULES 2961 TO ON
UESSOR OR SIMILAR STATUTES AND RULES. NO UMTTATION OF LIEN
A:NED IN THE IMMEDIATELY PRECEDING SENTENCE SHALL APPLY WITH RE!
GOING AUTHORITY TO CONFESS OR ENTER JUDGMENT.
I UNDERSIGNED GUARANTOR ACKNOWLE13GES HAVING READ ALL THE
AS. IN ADDITION, EACH GUARANTOR UNGERSTANDS THAT THIS GUARA
VERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CC
E SECTION TRLFD'DURATION OF GUARANTY.' NO FORMAL ACCEPTAN(
CTTVG THIS GUARANTY IS DATED JULY 16, 1297.
OF JANUARY 00. 1974
OF
ANY JUDGMENT OBTAINED OnL3R THAN BY THE
INS OF THIS GUARANTY AND AGREES TO ITS
rECTIVE UPON GUARANTORS OXCUITION AND
ITTIL TERMINATED IN THE MANNER SET FORTH
IDEA IS NECESSARY TO MAKE TLS GUARANTY
GUARANTY HAS BEEN SIGNED AND SEALED BY THE UNDERSIGNED.
the presence oft
ATE OF 1
)36
LINTY OF I
On IM. IM Dry of , 19_x, belon ms
arpQnad Notary PuDuC, pmomady acomateo Nancy Dem,,,,n. AnOWn ID me (fa Febarsworey pr-w) to De one person Wnme mune o suoscnb d
lm w Nn IMpuRAn4 AM =no.90;od mtl he or 1M w: !Gtl the ur+a IG Uu ptCCCitl fr r n eon Wnsd.
In wtlness wnaeof, 1 hxeunto MI my nand and omelet seal.
NolMy PwIc m and for the State of
JLnOCleC160YLI
r
.'OMMEF,_
R-GBE CombaclIng, Inc. (TIN: 0S-1625005)
0 RICfuand Lane, Suite As 0 1 A
Camp Hill, PA 17011
Nancy Oefncksan
0 Richland Lane, Suiis 101A
Camp HIII, PA 17011
GUARANTY
ECall I Conalbrfu I Account' I Ozoder I tamale.
I In as Iran f e at tan COCumenl to any auricular lean ar hem.
Lender: Commerce BOnWHrtrledurq, National AYOCU1IOn
Mein Chinucommumal Cost Confer
P.O. Box 0599
too Senate AVOnue
Came HIII, PA 170111-9966
air OF GUARANTY. This Is a guaranty of payment of IOD.000% of the Nola, Including wlihoul limitation the principal Note 4nlaanl Of
Thousand L Oa100 Callus (050,000.001•
IANrY. For good and valuable conalaerallon, Nancy DefrlCkson (-Guarantor") absolutely and unconditionally guarantees and promises
to Commerce Bonkhmalseag, National A,,RG,allon (,Under") or its afoot, on demand. In legal tender of the United States at America,
101E of the IndeOlKness (u that term is dellned helowl of R-G E COnlrKling, Inc. ('Borrower') to Lender on the terms and conditions
nh in into Guaranty, Guarantor apneas that Lender, In Its sole discretion, may determine wnled potion of Borrower's Indebl"11M 10
'f Is covered by Guarantor's percentage guaranty.
IITIONS. The Walking wads Mall have Ina lod",ng meanings when used in IM Guaranty:
iMOwer. The wad "Banawef maw F-GEE COagaci V. Ina-
imentsr. The wad "GYrantOe mesas Nancy Ownckson,
luuanty. The wad "Gumnnh^ moans lies Guaranty mods by Guarantor for the benefit of Lander dated JWY Ill. 1997.
1ae0tednem The wad'Imwtednns" nuns the Note, mauang mf dig Pnn esi (b) all interest. (C) all AN chalges. (d) all tan fen and
an cnergas, and (a1 all collection costs and uo0mn mAbng to Ins NOM Of to any COllahnAl for the Note. Commotion costs ono =am=
our , w'Inoul unclean as of Loner's 4110MOTS' lase and Lendera legal wMmn, wMlnor or not Suit Is instituted. and attorneys' fees and legal
•041,1411 for bankmicy proceedings (including edats to hddily of "Of@ any automatic Sony or injunction). appeals, and any amateurs
Myudgmenl e0gecbon S m U.
Inder. The wad'Unage means Commerce BanM/hI mlburg, Nallemi A110=1000, Its SUCCeslml and assigns.
late. The word 'Note* means the DromssOff moil Or =edit agreement dated Jay 15, 1997. In Ina original principal amount Of 550.000.00 Mom
lOrrawor to Lenora, toguhes -in au 16mynim Of. arlewom Of, mool9uuans of. refimnangs of. conacudabom e6 and suosutubom fa in*
monandry note a agreement. Notice to Guarantor: The Nate evidences a revolving line of meals from Lender 10 Borrower.
Mated DOCumWII& The words 'Rusted Docents" mead and mctuO11 without finuf tam an promissory main. =edit agreemenu. loan
gre41mints, emoommental agreements, guua ln. SKunly agreements. mortgages. doses cl beMt. And dig other instruments' agreements and
loeumants. wmlher now or m assuer mail aiKLMd in connection In Ins MOaMOCnals.
MUM LIABILITY. The When O OOd Move. plus allb =219 And notation Ofr (a) t enlorcom intooflth s l Guaranty end (b) Collection 0 and ulc n of any "Reforms exceed at any one time Ing this Guaranty.
Days hewtabon on mmly is not a regulation an the amount of the Mdluleann4 Of Borrower to Lender either in the aggregate a at any one game.
Or oresums, holds one or M NM MII TM Guaranty more snot (union SOMfenycprom0ed baiew loll he contrary) affect a, i veAdale anyf sucUnow under An h other gua<•nua. nThe
f of Guarantor .9 be the aggregate W Oalty of Guarantor under the terms of this Guaranty and any such other uniuminstad quuantin.
RE OF GUARANTY.' Guarntor intends to guarantee at ad some the pMdirmree and prompt payment wmn due, wnatmw at maturity or wow
son W aCCUereban or otherwise, of all IndealwElu within the limits au fear m the ofeeaoing section of Ina Guaranty. This Guaranty coven a
ring "I'm of credll and guaranor understawa and agrees that this guarantee shut be open and continuous unlit the line of credit is
naiad and the Indebtedness is pad In full, as provided below.
TION OF GUARANTY. This Guaranty will 41,11 Wfto when fec d by Lender without the necssLty of any acceptance, by Lender. or any notice
llama or to Baroww. and wee Continue in fug fan unfit W InCwiednegf "a NW been fully ding family paid wo sumfso and all other
bon at Guarantor under MM Guaranty snag have been me ormea in full. Reuau Of day other guarantor or lamination W any other guaranty of
stawOns snag not affect the liability of Guarantor under tes Guaranty. A revaubCn received by Under from airy one a non Guarantors Imp
IM IM liability of any i miumag Guarantees; under lam Guaranty. This Guuanry covert a revolving line of Credit and It is spe=ncally
mated that fluctuations will Occur In the aggregate amount of IndebtednM owing ham Borrower to Lender. Grantor nednralry
mladgn Said agrees that fluctuations In the amount of Indabledness. Ivan to mro dollars Is 0.001, Mall not constitute a termination of
IYwmty. Guweners liability under tins Guuanry MM merryinere only Uonn (al lamination In Wind by Sommer and Lender of the line
all. 101 payment of the Indebtedness In. full In legal tender. And (o) payment In Nil In legal lender of atl other obligations of Guarantor
w..r.
scattering notice ror or unseccuured loans IIa Bo rrrowwu to loan
ANTOR'S IT unless this G aR ?ntrom um41 ?to time: Guarantor (al 10 melee me of Under. without
Want a *their Cocoa to Borrower, of Cth*m[20 10 intend edattlme credit to Borrower, (b) to later. OGmmorm". renew, errand.
IngeMa41Asarsew aeaesu me r more times the ti of the rate of Informal o fthe Ina b eoneu: es?MUasia in" be atregamne'easnany ay be forrlonger1melts, pan of W IoM Woman (d IQ lake and hold security for the payment of this Guaranty or the Inclatmeaness, and exchange. "force. waive, 10 to a Oi agree not to o"a, a dew With airy one eOr more G. security, m lw"fall".11"dam". Ir olner, bummers an my :terms mines.
any "ca lli w LMOW may Cf"": (6) 10 determina how, when and venal edplleallon 01 Payments antl Crealle MAII be mean on the Indebtedness
"cry Mom Ycuflty and duml Ina Omer of marlmef at sam nnwf. I1,=uatng wlnout limitation. any nonluOlclal me Pamlllted by the
101 tan CORMOlling Atcurity agreement of dead of trust, u Lender In IM discretion may determine (a) to earl, transfer, awgn, or grant
aoetons n Oil of arty pan of the Inecomane= and ill to nWgn or transfer this Guaranis, In whole or In pan.
IANTOR'S REPRESENTATIONS ANO WARRANTIES. Guarantor rK^uM4 and warrants to LMis onger Iblrter GuuMty n mcu ntruat
y ono mye onn made o Gwamor when would knot or duafiry i any
wer a fwmi aria not al the mouns of Umcar; fc) Gwsnla has tug Doww, right and nononry to snow into Inn Gwanb; toll Me provescm of
laeranry 00 ma CCnflel with or mull In a default under am agreement or mar trignment binding upon Quarter and c0 not rani in o waation
I isw, mulauum. court a=w a most loollta016 to GuWanlar; lot Guarantor us not and wool not, without the prim vanish consent W Under.
rest. ASK". enco esm. irypamecale. tramMr. or atiwrwne aspne at as a zVoutneigy all OI Guarantor I ASSOM. 01 Any mlWegt MMWn; to teen
ha ledpegl. Guarantor wA aewde to UnaW theater and aeon Mlormalon in form aaentadle o Under. and so such Gmn=sl mlamakon
I Curtemll' ace onn. and to future financial Information watch wan as prowdld to Loner M Ana will to no and correct m AA matual laOece and
Conant Ma f mmu1 condition W Guarantor as of the gain the hruapu information is aaw0ed; (a) no maMml advMe Cmange has =,red in
Imes fimmCW CWONCn Pm11he Gale 01 IN most 'Komi fimn=al statements mawCed 10 Leads, and 1,0 event an =,moo which me,
"Ask Smunly a"M Gouanots flmn=al Conahon; Mt 'aJlkganon. calm, inns ligation. AemrlnVItys oroceema; or YmMr lmom hnauding
its umaid burns Agana Guannla n pMang or measured; If) Loner ms mac no reprasenuban to Guarantor as to the =eanvestatnum a
ever; me U) Guarantor us n301am" aO,,U,, m'eem of crumnC from Borrower on a continuing bail information regarding Somalin's
ca. nrclm 0"mr a t mi underpmsGuaran y, 41e and Guaunlor fumm, Agrees that UnOW $Me hilyet no wugakon to arc ose m G"iam ot any Inlamfiuon
1
loa iems ecouaw by Loner in tan 1:110111 0 its relationship wren Bonower.
PANTOR'S WAIVERS. Decal as pr rammed ov somicam, low, Guuentor, wawa am moot 10 recu04 Landes (aI to continue Nmgmg many a to
e mw awa to BorrowW; 10110 ma" any Parishioners. protest. Centeno, or lance at any kind. Inducing rotes of any nohOAVmom of the
nec-OU a Of my 10n71wmehy11,41100 to Am cut lard, a motto of any action a nomaion on the Oan of Below,,. Lenox. am swerv, maonW.
fP g?Wmw m comMNOn .ran all, moeOMonegs Co in conneame wmn me matron W mw Or aeallonal loans a cornnons: rte to rnan for
yM : ''s DIM"o Omer, a M OKe egarhsl any Orson. intruding Barrows, a am other puannw: 10110 mocego am6"y against a, eahavit am
vu 'erg a, 010W Il Borm" am other gumnla. Or Sm Oiw Orl MI 10 owe mole, of im sums. eme, dime come, of eny cycle of
It 1911 0' er%Omt WCCMIy 141TwN1 -too 01 LlmOW from Borrower Or la Camaw with $my who, cocoa* O'owHms go he Urv'am C4mmeraAl
I ' .:V'1W amt aims, "mac, +unm "CV I Cower'. or pi to comma Am act or omtsion of amv kind. Of so env „Te warn'estee, to Am
07-16-19' COMMERCIAL GL"gANTY Page 2
Loan No. 95 (Continued
miner wnoboev«.
11 new or nerun« jai awf or :nod on a, become Insolvent. and I02 the Inoeolaann3 snag not at as hmes unm paid be Judy nCOrad by COgugtol '
pompano by Borlowg,, Guarantor merge, louver wintn ono relinquishes in lava of Lancer and aarower, and [bow moemvf SuCMafWS, any elm W
egr,l to payment Guaranror may now have a, nonallel nave W &CCU1to against ao, owef. 0Y suaug4mom d 0lhervae. s0 that at no Ilma snag
Guararl0f on at becEmff a'Creditor' of Borrower within Inc meantng of t I U.S.C. SgmOM SA7)01, W any SUCwlmW PlOmsmn at Ins Fegerar Commands,
laws.
Guarantor also werves any and au !phis or defenses enure my roman of UI any eons Simon' W 'an,_,g, W taw a any ether, law water, may
proment Lender from onngmg any Semen. inducing a claim 'or delralncy. egunsl Guarantor, Colors a seer Lander s cCmmenufford or connotation of
day taraaCsura action. shmer Iud1OtI'y or by union Of A oCwni 01 mop: lot any « ion of rgmoan by Lender Town aaVOn to ananw,, epYg,fq,
allems Guaranters sucrogotmn rights at Gol lors ngms to arcane against SOmCwg, tar dg,metnlmgm, mcuang window brawal,off, any to,, at
nano: Guarantor may Sunni ay,anon of any law wmling, admitting. or Ctswnarging Ina dnueete0nn31 let any Caa014ry or olhw daleesd of BWfdsvaq of
any draw gwnmor. of of any alnni Damon, or my reason of the g3YUOn 01 Banaww f motor Am any cause variational aIP« ton ,,mgm In IV,
in legal under, of Ina InoeoledromIL (a) any bgnt to dam discharge at the [nCmooonem on the baaf dl uniusulea notorneml at any collateral for in.
Inaeolalaneu; oaf any ro ud. of NIDw4ons. 11 a any lime any action W still bwugnt by Lender agowt Guarantor q wommoncea mere d autstaffCo g
InOoomig non of Scimov r to Lancer wmdM is not Carfld by any spCWiou slalun of mmlla4onf: W (1) any C'Ig,nn given 10 guarantors of law ad, Ia
equity Draw than actual enment and performance of Ina hcebladams. it payment IS moo@ by BOrrow4r, wenninth MUMS Y or ache mi. or by any
third pony. on mg Incebuann3 and 'benefit, LEM001 IS Icicle la remit the amttunl of drat garment to Bonaw«I vustn m eamruplry or Io any
sdmgar person under AMY looarar or auto Oanauplcy law or low for the toilet 01 coolant. Ina Ince0te0nmf snag 0, COnvowea unWla for fns purpose of
enforcement of this Guaranty.
Guarantor lumber waives find &graft not to adman of claim at any lime any Ceoucdonf to the amount guarantno unow Inc, Guaranty low any Gatti of
Alan, counlerCalm, counter demand. rocol0meel or antes, agnt. wnnthw suer, Gam. demand or right may be mmad by the Borrower, the
Guarantor. W both.
GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor wgmgnts and agrees that seen of in, warvers set Jana gamy. Is All
with Guarantor's full knoural of Its Significance ono ConS raueaCtf and last. uncoil Ine CaCYmfrarKn, the woven Ada lt=Mlbte end not COnlury to
pU wC policy G law. II any such waver is delafmmao to be Contrary to any amytpble law or pu040 Pay, sILM warm SAAB be 4ffemve only to the
went permlfleo by law W pu04c policy.
LENDER'S RIGHT OF SETOFF. In addition to all bens upon and ngnts at setoff agansl the mmnlyf. swunfies a other prcoaM of Guarantor given to
LAnda by few. Lancer snag have. won Al eto Guaranmrs C011924ons 10 Lancer unaa On Guaranty and to the arrant per nataa my law, a
contractual possntory Iocu0ty interest in and a ngrn Of faro against. one Gwramor mg,ecY mspns, convey, Certain. Pleogn. and Vamfem to
Lender as of Guuaner's NMI. gA and interest to and 10. AD cncslm, moron. A nn' and o,hor element of Goal now or h wit lg, In the
possemlOn of or on 0,90211 with Under, w sinner hard in a general W sdMai ACEUnr W Commit. wnethor hard family win sOmnnp else, W wnathni
held for sabvnWng or omarvnse, uGUding however as IRA. Ki and bust Accounts. Every such $County Internal and opal of idiom may be
aandaad vnincur Demand upon or notice to Guarantor. No sKUnty, internal or egm of setoff soma be desmad 1a nays Oan wand by any act or
Conduct w the pan at Lender or by any neglect to enrCaff fucn fight of setoff at to enlorol a= saunty interest or by Any dentin so Doing. Every
NMI of setOm mad smunryrmorml Smad continue rn ICII home Na panel Una fuel ngnl Of ntOm W InlAly inl,mt IS speafimgy wanted or fnremed 01
an instrument in writing YRUIed by Loncaf.
SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the "ful0lednns of SOmower ,o Lender, wnsiner now
easbng W aereacar anlaC. Ah wl be phW to any =,in that Guarantor may new nave an hereaner acquire agarnsl BOftetler, wmain@, or not Bonow«
becomes insolvent. Guarantor Attract mare3aly suborolnam any Crarll Guarander may have agaubl Believer, upon any account whatsomr. to any
pArm teat Lancer may new or another nave egalast Borrowed. In In, .vend of m30Nancy and cwtamumt 4oulonon at the units at Borrowing.
through bankruptcy. Cy in assignment far the Donald of Creditors. by voluntary 'allocation. W othmw3e. the Imon of awe., 4004401. 10 Ina
payment of the Gslms of both Lancer one GuaraalOr Snail be Card to Lender and Ararl to Ins See11ee by Anow 10 the InOlole0n0u of BorrowK to
Lender. Guarantor Cdn happy assign 10 Lender n maims wnoh it may have W aeaulre agent Bartering, W friend, airy magnee or 1,,," In
barurVOtdy 01 Bomewem pr0naed however, trial suCn assignment snag be enaduvf omy taw au 0=039 01 All 10 Under lug pavmenl In legal
lan0el Of Ine InDeOle00f3f. If Lenaef so requests, any helps or Goal agreemerna now or h,rltma oNCanpng am nob or dollgamon of Somewhat to
Guarantor snaa be marl with a 109enC that Ine same are fnole S 10 this Guaranty and snaa be ca0veud to Lancer. Guarantor agrees, and Linder
Mae0y as authonzed. In the name of Guarantor. nom time 10 time to necule and f re fnanang slataments Ina Cnbnuawon sutemen s and to execute
luen minor dmcumeeb and fa tariff fucn COUP fthOnf as Lender dams aKneafy or re option 10 perfect, prime" and oblor,,Its NAM under Inn
Guaranty.
MiSCET I ANECUS PROVISIONS. The'allowmg mic llanoom orevolo is are a Pan of this Guaranty:
Amendments. Till Guaranty. together .,In any Rotated Documents, constitutes in* Inure unmerstanamg Sing Agreement of Ina pant m to the
manors set IoM In this Guaranty. No etlention of or tmoncment to this Guaranty fnsll to s ledeve unbar given to wn erg and signed by 1no gamy
or pamn sougmt to be alleged of bound by Ine aderation or amendment
Applicable Lew. This Guaranty Mai been dallvefed to LIMEer And ACOntfd by Lancer in Ing Commonwealth of Pennsylvania. II there I$ a
IswsU11. Guarantor agree upon Lenders request 10 slomil la Ina Iurri lCeon Of the errs of Curllbanand County, Camm,nw,llth If
Pennsylvania. Lender and Guarantor narrowly waive Ina mgnt to any fury he, in Any Mellon. Procacmg, or counurcalm Drought DY minor Lancer or
Guarantor against :M other. This Guaranty snail be gwvarmd by and a nsVUea in =arcane@ with me laws of in# Commonwealth of
Pennlyovanta.
Attorneys' Fen; Expenses. Guarantor agreed to pay upon doma0c no of Lancera Cases and Seagram. InGUding anOme"'leas and Lancer's
legal sxoonsn, mCtersd in COnnCtion with Ina ontorCemmt of this Guaranty. lancer tip gay SOrbnne ass 10 Marc roman this Guaranty, and
Guarr ier snug pay till costs and ea9ana of such mlCreahpW. Casa and a-Dom" Induce Lana.a attorneys ten and legal arroea3es
wn,lalr or not thefts IS e lawsuit. mCluamg'(roman* lees Sing legal moeMn low bankruptcy CrCpa01ng3 Jana ImrCumN efforts to macoy Ef
ncoo, any sulonu 11C stay W inlunction anomis. and any antrGgabg cost yuagmenf Coincton fMYCU. Guarantor Sa0 snag any Ad C9at Cost,
and such gooNCnal Ina as mil to denied by Ins COUM.
Notices As netas m,ni 10 Of gMn Oy' either affM 10 Ine claim under this Guaranty snag be in wn4ng, may be eml my IslaltC•uhne, and s all
be *"Kt" wean aided, darvaed w wnnn Computed win a nnonaly reCpgl9yp CY«mgnl Coun«, a wnm apnrla in the Umua SI«n msg.
in[ Class PO51191's Waded. AdEUSSed 10 the Deny to whom Ib notice O to me given at Inq 900,05 Shown above W Its such Chat rearesses as
ffnn., panty may an,,,.,, to the o1M, m -blind. II mime As more than one GuannlW, node, to any Guarantor wit constitute node, to sto
Guanmprs, CW nofxa ourodsea, Gwramor egraea 1a kilo L.nd« mlormad'I au Ilmn o1 Gwnnmrt cumsm adorns.
Intervention. In ale ewes wnote there is more than one Bafow« o, Guarantor. Jnon as words wind in this GurenfY In it, singular snail be
gamy to now open used in the ptWa wan the context and C.nsfucrlon so nauuc Ana -nere Ilun a male Jean One Bwowa named m this
Guaranty or wn.n this Guaranty To U'Kvllc by more than on, GummW. The wwc3 JCrrower And'Gummor rMDKDvav snail mun an rune
any one or more of hem. The -Ores 'Guargnur.' Jung-Sir.' and Lancer immure the hens. alum mscn. apgm. Sing transforms of item of
them. Caollon mpi in this Guaranty are lor convenience curCCSes only fine am net to to lna to mleroral W earn, the oroNaons of this
Guarani. 11 a mum O1 comoaenf urnCKtlon lines any 0rml mon of this Guaranty to Do myna W unmtomaffoa as to any' Amon W cacumsunce.
.... finding snag not range, that grOwaOm Invalid of un alOCelbis as to any Other DonOm Of WCUmstances, tno all shawslons 01 Inq Guaranty
In .II other InDeCa Small gmam n110 AMC Incidence. 11 any One a, ar it So BomDTa W Gv.raalo, Are ecImaldns W poninwl rI IS fief
neceman to, Lemaa to mauve'hw hp oowwn of Somewa or Guarantor W of Ine Carol arftlOn. Cannon. W egma ¢tlnp W purooning to set
on [Moir Canal, anD any heemeenms merge or Cfnuc in reliance upon fns OrWnaea papa of fucn Cowen snag be guaranteed under this
Guaranty.
Winer. LanDe, shall not be d,entae bill Ye waved ant, Tigris under This Guaranty unlem Sun wanes a given in wmrng and sgned by Londe,.
No deav G ."%,on on In* Can of Lsnoer in Oacfsmg am, rani sna4 Ccaere ps a wavy Cl Sit, ngnt O, In, pimp -911 . A valve, by LIMOIK Of
A crawslm of ma Gwranry sMal 101 pr«VaC! W CEnslllule I wanva 01 LCAOW t 11grt olm«-be to Corrine stain cCmciance with Thal cfovill Of
am. afar Dayton of this Gwer', Ng pnW .."at wy Landerr 101 tnv COUnn 01 1110-N CeWMm Loner, and GuuramW. %no,, 1a1sl11u[. 4
-.,ver of aM of Label't rights 0, Of fly of Gutramc,s Cpug,lnpns m Io or, Wuw,o wonnciam. WMe1ey«'n* CEM MI Of Londe, is req.xex
under ma Gwnnr'. Ina pr.norg of Such Count gv LenEer -n ArY mSbnca 04n MCI COMSOWy CommU1N mmenl lg suCteduenr Instances
wit«n such Conan, I11 redunf AMC In ell cases such Ccrrym' its, Ce g'a11a0 01 w.mM'0 -1114 Wa OICAIPon CI Lmta.
6-1997
1 No MUM
ANY AND ALL 1
OGENER WITH I
I%)OF THE UNPA
OLLAiS (350010
GUARANTY OR A
COMP' CIAL GUARANTY
5nUnued)
FOR
OR ADVANCED
MOUNTS. TOGET
E AND ACCRUED
OR JUDGMENTS
Page 3
AND EMPOWERS ANY ATTORNEY OR THE
OR ELSEWHERE. TO APPEAR AT ANYTIME FCR
SAINT FILED. AS OF ANY TEAM. CONFESS OP.
IS GUARANTY. ALL ACCRUED INTEREST, LATE
ATING TO ANY COLLATERAL SECURING THE
OF SUIT. AND AN ATTORNEYS COMMISSION OF
XJJECTION. BUT IN ANY EVENT NOT LESS THAN
ZCUf:0NS MAY ISSUE IMMEDIATELY: AND FOR
LL BE SUFFICIENT WARRANT. THE AUTHORITY
RED IN THIS GUAUANTY TO CONFESS JUDGMENT AGAINST GUARANTOR SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT
ORTY. BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS
WRY. GUARANTOR HEREBY WAVES ANY RIGHT GUARANTOR MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY
H CONFESSION OF JUDGMENT. ECCFPT ANY NOTICE ANDICA HEARING RECUIRED UNDER APPUCABLF LAW WITH RESPECT TO
TKA E
UMON OF THE M PROVISION TO GUARANTORS ATTENTION CA GUARANTOR HAS BEEN REPRESENTED B INDEPENDENT YF.PENDENT LEGAL CCOUNNU ? TIE
ARISING FROM ANY JUDGMENT CONFESSED OR ENTERED PURSUANT TO THE FOREGOING AUTHORITY SHALL NOT EXTEND TO ANY 3D. 197A (PA. LAWS
3. 6 UAOR'S RESIDENTIAL REAL I?REFARED TO AS THE LOAN IINNTERPESSTT ANAS THAT TERM IS OFFINED IN THE PENNSYLVANIA ACT OF D PR=C710N LAW. AS AMENDED. AND THE HOLDER OF ANY JUDGMENT CONFESSED
NTERED PURSUANT TO THE FORGOING AUTHORITY SHALL NOT, IN ENFORCEMENT OF ANY SUCH JUDGMENT, E1ECUM LEVY OR
AWISE PROCEED AGAINST ANY SUCH RESICENTAL REAL PROPERTY: PROVIDED, HOWEVER THAT THE LIEN OF SUCH JUDGMENT
J. EXTEND TO SUCH RESIDENTIAL REAL PROPERTY AND THAT THE HOLDER THEREOF SHALL BE PERMITTED M EXECUTE. LEW OR REAL PROPERTY FROM AND AFTER THE ENTRY OF A JUDGMENT AS CONTEMPLATED BY SECTION
iFF SUUCAGAINST H LOAN SUCH AND PROTECTION LAW AND RULES 2967 TO 2965 OF THE PENNSYLVANIA RULES OF CARL PROCEDURE OR
OSSOR OR SIMILAR STATUTES AND RULES.' NO LIMITATION OF LIEN OR ANY EXECUTION. LEW OR OTHER ENFORCEMENT
'AINED IN THE IMMEDIATELY PRECEDING SENTENCE SHALT. APPLY WITH RESPECT TO ANY JUDGMENT OBTAINED OTHER THAN BY THE
GOING AUTHORITY TO CONFESS CA ENTER JUDGMENT.
UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES TO ITS
S. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTORS EXECUTION AND
VERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH
E SECTION TITLED 'DURATION OF GUARANTY.' NO FORMAL ACCEPTANCE BY LEADER IS NECESSARY TO MAKE IBS GUARANTY
CTIVE, THIS GUARANTY IS DATED JULY 16, 1937.
GUARANTY HAS BEEN SIGNED AND SEALED BY THE UNDERSIGNED.
In the Pfessnro oh
ATE OF I
)as
LINTY OF_ I
Ne
On the. IM day W t9' bW= M
.vnme IYltle n
Nmgned NeMry Ptian. omotuaY mmed Recent O. DefnCeZn, Sf. envwn to me (d vaRUtonY PVOywn) to Oe Ina omen
IaCfldad to the wdNn TRW TanL And amowleGOed that ne V aM ,,V led IM Same INN the p= mm Inate4T ennteinW.
In witness wnueOL I her ,110 MI MY We =9 CtnLJC MAL
Not" PWNC In and for IM State of
ILI
EXHIBIT H TO MOTION
162829 1
LAW OFFICES OF
ROBERT EWING KNUPP
(1972.1976)
ROBERT L KNUPP
ROBERT 0. KODAK
GARY J. IMBLUM
E•Mall Addraac
KANDKPC®aol.eom
LLOYD R PERSUN ESQ
3401 N FRONT ST
HARRISBURG, PA 17110
KNUPP & KODAK,. P.C.
CAMERON MANSION
407 NORTH FRONT STREET
P.O. BOX 11648
HARRISBURG, PA 171061648
717/2767161
FAX 717/2767196
June 18, 1998
RE: R-GEE Contracting, Inc.
Account Nos. 2737095, 2725388
Your Client: Commerce Bank
Dear Lloyd:
OF COUNSEL
ROBERT H. MAURER
Please be advised that I represent R-GEE Contracting, Inc. in
a Chapter 7 bankruptcy. I enclose a copy of the bankruptcy
petition for your edification.
I am in receipt of the enclosed two letters which were sent to
my client. Please be advised that I believe that your client has
a first priority secured position on my client's accounts
receivable and inventory. The inventory is worth approximately
$8,000. The accounts receivable are worth approximately $230,000.
Our firm will be collecting the receivables on behalf of the
bankruptcy. Of course, after deduction for collection fees and
costs, it appears that Commerce would be the first creditor to be
paid from collection of these receivables. In addition, the
inventory is available for liquidation. I would presume that it
would be liquidated by the Trustee.
At this point, I would request that in light of the above,
that you suggest to the bank to wait for the collection of the
receivables and liquidation of the inventory before the bank would
proceed against Robert and Nancy Derrickson on their individual
liability. Please review this matter with the bank and advise. I
look forward to hearing from you.
Gil\pkw
Enclosure
Very truly,yours
EXHIBIT I TO MOTION
162829 1
R-GEE CONTRACTING, INC.
EIN NO. 25-1626395
CASE NO.
RG Jr. 7,400.00
Rudy 486.19
Keystone Construction R 59.75
Keystone Construction R 1,974.57
Keystone Construction R 2,120.78
Simplex RG Jr. 1,148.99
Bittingers 450.00
Tripe C 1,996.79
Progess church (credit) 12,465.00
Samuel Lewis St. Park 2,780.25
Rodney Witmer 562.02
Keith McNaughton 782'75
Keith McNaughton 788.00
Tripe C 485.80
5760.00
Westra 2,600.00
Westra 33,484.28
Quandel 4,604.54
RACC
,181.25
2,181.25
Westra 750.51
Westra 2,300.00
Westra 1,325.00
Westra
,080.75
Westra 4
,513.08
4
Quandel
80.38
5
Hertza Crete
Advantage Home and Land 7,812.47
Advantage Home and Land 2,409.43
32,999.40
York Housing 5,625.28
RACC 1,380.30
RACC
1,820.48
RM Singer 120.00
RM Singer 14,242.30
YCHA 8,676.90
YCF.A
Westra insurance claim 22,702.00
RECEIVABLES
R-GEE CONTRACTING, INC.
EIN NO. 25-1626395
CASE NO.
6
7
6
3
2
3
3
8
1
3
1
2
2
1
2
1
10
1
2
1PR
1
1
OFFICE DESKS
OFFICE CHAIRS
FILE CABINETS
METAL KITCHEN CABINETS
BATHTUB WALL KITS
BATHTUBS
TUB ENCLOSURES
BATHROOM SINKS
KITCHEN SINK
WALL CABINET FOR KITCHEN OR BATH
WATER CLOSET
BATHROOM BASE CABINET
AIR COMPRESSORS
METAL STORAGE CABINET
BATHROOM SINK TOPS
STAINLESS STEEL SINKS
1-8 1/4 DEEP DOUBLE BASIN
1-7 1/2 DEEP SINGLE BASIN
1-8 DEEP DOUBLE BASIN
1-8 DEEP DOUBLE BASIN
BOX OF CARPET STRIP 400'
VINYL COVE BASE
2 BOXES GREEN
2 BOXES CABERNET
RANGE HOOD
3' HANGING LIGHTS
SET OF GRAB BARS FOR HANDI CAP BATH
DUMP KARTS
8' SIDE RAILS FOR TRUCK BED
CASE IRON WOOD STOVE
INVENTORY
STAINLESS STEEL SINK 12" X 12" X 6 1/2" DEEP
MISC ITEMS - ELECTRICAL - TOOLS - SUPPLY - TRUCK EQUIP
APPROXIMATE TOTAL: $8,000.00
CERTIFICATE OF SERVICE
I, Jeffrey T. Russell, Esquire, hereby certify that on October 9th, 1998
I served a true and correct copy of the aforegoing Motion upon the following
persons by United States mail, first class, postage prepaid, addressed as follows:
Gary J. Imblum, Esquire
Knupp & Kodak, P.C.
407 North Front Street
Harrisburg, PA 17108-1848
Lawrence G. Frank, Esquire
2023 North Second Street
Harrisburg, PA 17102
r4 a syell, squire
7s0& oodside
nt Street
0 sburg, PA 17110-0950
(717) 232-5000
Attorneys for Commerce
Bank/Harrisburg, N.A.
DATE: October 9th, 1998
158306 1
c
'Alyli
1
w
r?
R-tie e;nntracting, Inc.
136 Eriord Road
Camp Hill, PA 17011
IIryI,NlIH4 J1111 'MIN. C.mmer4d Cod. I.,. UCCG I ,
I i IMPORTANT- Pleas. read inflrvtllom on
-? ......... d. of page 4 b.1.,@ romplebng
-, ,1.1 i, ..r. I
2!:290'51
[:.?i'
t.LYI (ji S?isJ'
5
Commerce Bank/Harrisburg, Y. A.
M Senate Avenue
Camp Hill, PA 17011
rynlnlrllfl t.1nr I,r\I I .r\1Nr•r.lrr l')I col. r,
? IN Inrn 111. .1'rl $nurM1l P,1IY r,l+ If\.n ,I11 Ir4W
m•ML,ny
? Ila 1nm, Dw. ant bauw Pall, nn.Irl ["n...T1 Jal L•n? 1
IryJllnY•Y
G ao1J r..I nur,n„1111.1 Inddy
qn u«r.p« .. IAd -.11 Wr M 4ur.M Ivry , uy»r.n '1 Pvlnl
r wJ,lr ii iln,]r in t n:ldln.ll lrlvl, .lli, 4.l Y.r .111,1..1
r. ? .'111-1 Ill- . IN"..0 ,. n...d.-I, y -;s- urlnlu. rA
n w, r1d
?. ? Y. !n a.., n m. 111.q M. I.r.d
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1? • I I ral.rn.l ..• 1»rN r,r Inn mn11.
? . • C.b.. 11.1«1111 ar nl.u N 4..1.... ... -.d 4.
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d 1 ,ITe6f• I I,Lr a+u1n. 1 nr..l rl.grly, r/rW,Ir1m -
? . I INI.NIN .« 1.wd rll A'1R4yNrr.I
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r ? .li i .r.....dl i11 II.. 1110.1.e1.M rlP.l rrLtl iII,..I 9 .11 111,1 n
1 v.Nh iA1n rM idr\L 1M41iW p,lYffp] n1
41Y, 11 ?I I, .,,1,111 y,IV111w m1. .11[,11.,[ I,YV1n:rq Jry lil.Yl
r,l 111 i,1.T,n.1111r..11Y1rN 41111fn,•.111
s.In.e r«n 41.»
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r+4 I,rnrrr.1 ya.nrrw n snrmM In 'en1 ". 1.1 la In uMnm fnn.Mrm cnk Jlp n to -J emll
.rrln'+IM I.re(. I'. JUN' N. I
[Y Snrrun al IM Can,'Irvrenm
n Vi J: b'v11J11 01 (irxrly
J -II MI.1'.I'M.pry 01 C."",
h
N.r, O,r d ddddrmN 41w«,rn din' I )
oorryyl sp. a«a..rgr ru., la 1114ne41 R
COLLATERAL
w,rar rwrww In nem JNm qt¢
See Exhibit "A" attached hereto and made a
part hereof
A 1X51.[NPI[I\ LI IN ((Jldln.ll :".I '."n
p. ? na.. I.-N m 1o r 7L 11 -
N ? 11,14 x1.1"1 rV A-, W•J .C Ir.M.,M-
r. G 111,.1.[, J '. '.f N..' .' IV "
d. G .-vI wleq bw INN I.1..1 -'.i. P' 11111 vM'. n, l m .IV IF,, .1IM x11.,111 m
u .nr.N Jr -
! ,:.nw,"1 'Iar 11111
• wr.11 Jedrn,
p.,u,Md an Cw J11[MO ?1f1 ? '.renR ? ilru ld.v'le!, .II P1Tr,l
u.1_ -amY lhlAnmr PJnrlfe+nerv
? :hwnrn Jr. pnn.xul ern
Wn•, N clod wmr n-IUA11 J'uy 11 M [11111 Nt Jn lningl 01 Ircnllll
to
DEBTOR SIGNATURE[S]
R-Gee Contracting, Inc.
Robert G. De rickson, Sr. - President
rI
_A
Commerce Bank/Harrisburg, N. A.
P. 0. Box 8599
Camp Hill, PA 17001-8599
O
FILING OFFICE
24280580
SCHEDULE A
Accounts Receivable end Con [tact R1 Rh es: All present and future accounts, coo trace
rights, lnstrumem ts, chetcel paper and general intangibles, the guaraateae end
aeeruities therefor, and in any case where the aforementioned have arise trod
the ale of goods, the interest of the debtor in such goods and the products thereof,
including all rejected, refused and returned merchandise.
Inventory: All present and hereafter acquired inventory, materials goods,merchandlae,
raw materials, goods Is process, finished goods and products, and other paraonal
property held for sale or lease or furnished or to be furnished under contracts
of service and materials used or useable in manufacturing, processing and packaging
the same, and the products and proceeds thereof, including all rejected, refused
and returned merchandise.
Machinery g Equipment: All present and hereafter acquired chattels of any description,
machinery, vehicles, equipment, office machinery, and all other chattels used
by the debtor in the conduct of his business, which would constitute equipment
as defined by the Uniform Commercial Code, wherever located and any and all additions
and accessions thereto and substitutions therefor, and the products and proceeds
thereof.
Gee Contracting, Inc.
6 Erford goad
ap Hill, PA 17011
FINANCING STATEMENT
Uniform Cr- -vercial Code Form UCC•I
IMPORTANT- ise read instructions on
reverse side ,age 4 before completing
)A 95 - x553
time
name
r
I:L?7pd VCC r„
1.5
This Financing statement is presentee for (ding pursuant l0 Ik Und017TMGUIMCIal Code, and n to be III
win the (check applicable box): _
? secretary of the Commonwealth.
Q'Prmhonomry of Cumberland c'O
-Couny
13 real estate records of
County
Dumber of Additional sh«n lit situp
security
erce Bank/Harrisburg, N. A.
Senate Avenue
Hill, PA 17011
of set
interest
name first if individual) and
The terms "Debtor' and 'Secured Party' mean "Lessee" and "Lessor,"I ?
clNeN
The terms 'Debtor' and 'Secured Party' mean 'Consignee" and 'Consignor."
Debtor is a Tiansmntng Uhlily,
statement is filed vAth only the secured Party's tignatwe to perfect
curry strictest in COda'9al (Clieck applicable box(es)) -
J WAUded afler o change of name, identify or corporate structure of
the Debtor
J as 10 which the filing has lapsed.
Iready subject to a security interest in another county in Pennsylvania-
0 whpi the collateral was moved 10 this County.
? when the Debtor's residence ar place of business was moved to
this county.
'ready Subject to a ser:trtly interest in another jurisdiction -
? when Ine collateral was moved 10 Pennsylvania.
? when me Debt,,', location was moved to Pennsylvania.
which IS proceeds of the collateral described in block a.. in which a
security interest was Ormously Deflected (also describe proceeds m
dock 9. If rmchased with Cash proceeds and not aarouately described
on the aig.i.! financing statement(.
Secured Party Signoturefsl
(renuired dnfy it box(es) is checked above,
See Exhibit "A" Attached hereto and made a
part hereof
<t
:k only it desiredl Products of the collateral are also covered.
Identify related real estate, if appecati , The collateral is. 01 mclu es (Check apprWlale box(es)! -
a. ? crops growing or to be grown on -
b. ? goods which are or are to become Herr... on -
C. ? mineral, or the like (inrluding oil and gas) as extracted on -
d. ? accounts resulting from the tale of minerals or the like (including oil and gas! at the w0head or
mmehead on -
the folowmg real estate:
Street Address:
Described m: 800k _011 (check ones ? Deeds ? Mortgages. at Page(s)
for County. Uniform Parcel Identifier.
? Described on Additional Sheet,
Name of record owner (mauired only it rw Debtor has an interest of record)
In
rC
Commerce Bank/Harrisburg, N. A.
P. 0. Box 8599
Camp Hill, PA 17001-8599
Cuts 3zkc)Ql
0 FORM FORIA UCC, I
M SereuiI of COrtYnOnweabh of Pennsylvania
as '953;0
12
cu ikon occur nn......... .+..... .... .
.LLL 6fA1(l[046lMYlO pfC9YYfIK11W?V1. fA1N1(W Y NI W rl N4 vn?n ?n
toY
Exhibft I
crv, 25_
CASE NO.
RG Jr.
Rudy
Keystone Construction
Keystone Construction
Keystone Construction
Simplex RG Jr.
Bittingers
Tripe C
Progess Church (credit)
Samuel Lewis St. Park
Rodney Witmer
Keith McNaughton
Keith McNaughton
Tripe C
Westra
Westra
Quandel
RACC
Westra
Westra
Westra
Westra
Westra
Quandel
Hertza Crete
Advantage Home and Land
Advantage Home and Land
York Housing
RACC
RACC
RM Singer
RM Singer
YCP.A
YCHA
Westra insurance claim
7,400.00
R 486.19
R 59.75
R 1,974.57
2,120.78
1,148.99
450.00
1,996.79
12,465.00
2,780.25
562.02
792.75
788.00
485.80
5760.00
2,600.00
33,484.28
4,604.54
2,181.25
750.51
2,300.00
1,325.00
1,080.75
4,513.08
580.38
7,812.47
2,409.43
32,999.40
5,625.28
1,380.30
1,820.48
120.00
14,242.30
8,676.90
22,702.00
RECEIVABLES
NO.
rrucx
No. Description
Value
22 Ford Dump 1997
32 Mack Tractor 1983 $24,000.00
DT7 Perkins Dump Trailer 35 Ton 8,700.00
32A Roger Low Boy 1973 35 Ton 3,500.00
5 Strick Office Trailer 35 Ton 6,800.00
12A Lowboy Trailer 12 Ton 2,300.00
7 Utility Office 35 Ton 800.00
9 Utility Office 35 Ton 700.00
3 Office Trailer 30 Ton 700.00
20 E350 Van Ford 1995 4,300.00
10 Ford Ranger PU 1995 15,000.00
8 E150 Ford Van 1991 8,500.00
16 E150 Ford Van 1995 4,000.00
14 E150 Ford Van 1995 6,000.00
18 E150 Ford Van 1995 7,500.00
24 1995 Ford SW Windstar 91500.00
40B Thumb Cat 225 13,000.00
_2,500.00
117,800.00
6 OFFICE DESKS
7 OFFICE CHAIRS
6 FILE CABINETS
3
2 METAL, KITCHEN CABINETS
BATHTUB WALL, KITS
3 BATHTUBS
3 TUB ENCLOSURES
8 BATHROOM SINKS
1 KITCHEN SINK
3
1 WALL CABINET FOR KITCHEN OR BATH
WATER CLOSET
2
2 BATHROOM BASE CABINET
AIR COMPRESSORS
1
2 METAL STORAGE CABINET
BATHROOM SINK TOPS
4 STAINLESS STEEL SINKS
1-8 1/4 DEEP DOUBLE BASIAT
1-7 1/2 DEEP SINGLE BASIN
1-8 DEEP DOUBLE BASIN
1 1-8 DEEP DOUBLE BASIN
BOX OF CARPET STRIP 400'
VINYL COVE BASE
2 BOXES GREEN
2 BOXES CABERNET
1 RANGE HOOD
10 3' HANGING LIGHTS
1
2 SET OF GRAB BARS FOR HANDI CAP BATH
DUMP KARTS
1PR
1 8' SIDE RAILS FOR TRUCK BED
1 CASE IRON WOOD STOVE
CTa TTTT.rec c
STEEL SINK 12"X 12" X 6 1/2" DEEP
MISC ITEMS - ELECTRICAL - TOOLS - SUPPLY - TRUCK EQUIP
APPROXIMATE TOTAL; $8,000.00
I.Ir 11.11 II Mr •.irw'r rr'n rWr rvVrp n'I l•rriN tn? I M,. Vf W:I n-1 ?......?
Exhibit J
1.11
? , -t Harrisburg, PA
TIME ? AM; P,M.
NOV 23 1998
IN THE UNITED STATES BANKRUPTCY
FOR THE MIDDLE DISTRICT OF PENNS)
Court
IN RE:
R-GEE CONTRACTING, INC.,
No. 1-98-02938
Chapter 7
Debtor
ORDER INCORPORATING STIPULATION
AND NOW, this 0.?) day of November, 1998, after review of the Motion of
Commerce Bank/Harrisburg, N.A. ("Commerce") for relief from the automatic stay
and the Stipulation which the parties have entered into, it is hereby ORDERED that:
(1) the Stipulation filed on November 23, 1998 (the "Stipulation") (and all
the terms set forth therein) between Commerce and the Debtor is hereby approved
and all terms and conditions therein are incorporated herein by reference and made
a part hereof, the same to be, as fully binding and effective upon the parties as if
following a hearing on the merits;
(2) Commerce is hereby granted relief from the automatic stay to take any
and all action as set forth in the Stipulation; and, absent objection by Monarch on or
before December 23, 1998, Commerce shall be entitled to immediately setoff the
proceeds in the Accounts as set forth in the Stipulation, and any lien asserted by
Monarch against the Accounts shall be immediately deemed null and void;
(3) any failure by Debtor to maintain payments as set forth in the
Stipulation shall, without further order of this Court, result in immediate relief from
the automatic stay for (following the 10 day notice and filing of Certificate of Defaula
as set forth in the Stipulation) Commerce to execute against the Vehicles.
BY THE COURT:
IsI Robert I Woodside
ROBERT J. WOODSIDE `J
CHIEF BANKRUPTCY JUDGE
162929 1
AlL IiAif llOAl fVNLY W, ONI fW YIMI pRIVI. CNANIONY. NM /INLIY Opl!
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Exhibit K
COMMERCE BANK/
HARRISBURG, N.A.,
Plaintiff
V.
R-GEE CONTRACTING,
INC.,
Defendant
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
CIVIL ACTION - LAW
NO. 99-3202 CIVIL TERM
ORDER OF COURT
AND NOW, this 25`x' day of November, 2002, upon consideration of the attached
letter dated November 22, 2002, from Plaintiffs counsel, Guy P. Beneventano, Esq., this
case shall remain stricken from the purge list, conditioned upon docket activity occurring
on or before December 23, 2002.
BY THE COURT,
Guy P. Beneventano, Esq.
3401 North Front Street
P.O. Box 5950
Harrisburg, PA 17110-0950
Attorney for Plaintiff
Gary J. Imblum, Esq.
407 N. Front Street
Harrisburg, PA 17101
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November 22, 2002
VIA, ]F'ACSUmII E (717) 240-6462
Honorable J. Wesley Oler, Jr., Judge
Court of Common Pleas
Cumberland County Courthouse
One Courthouse Square
Carlisle, PA 17013
•ALt[v{.ymqu
Re: Commerce Bank/Harrisburg, N.A. v. dt-(aee Contracting, Inc.
Docket No. 99-3202 633.1
Dear Judge Oler:
On October 22'd you entered an order giving Commerce Bank 30 days to keep
the above identified case on the active list. Enclosed pleaue find a copy of your Order.
Your Order was entered in response to my letter of October 21'0 to Taryn
Dickson, a copy of which is enclosed herewith. At that point, I asked for 30 days in
order to determine whether Commerce Bank wished to proceed with the lawsuit.
I was not involved with filing the original lawsuit. Rather, my involvement in
this case arose when this firm received a purge notice. I have determined that the
replevin action was filed by Commerce Bank but that service was not effectuated
i1pon the defendant. After 30 days, I have not been able to locate the defendant. I
respectfully request an additional 80 days in an attempt to do so.
PACE 2/5
VIOCYAMUnagM
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NOIi' 12.23 FROM-METTE EVANS WOODSIDE ID-717 23B 1816 PACE 3/6
Honorable J. Wesley Oler, J'r., .Tntlge
Re: R-Gee Contracting, Inc.
November 22, 2002
Page 2
Therefore, I am respectfully seeking one additional 30-day extension of time. A
motion to that effect will be filed with the Prothonotary this afternoon.
Thank you for your consideration of this request.
Very truly yours,,,..?yy? --
?d1L0
Guy IfB neventano ?f
GPB:mpv
Enclosures
cc: Gary J. Imblum, Esq. (w/encl.)
(Via facsimile (717) 238-7158))
831561 1
COMMERCE BANK/
HARRISBURG, N.A.,
Plaintiff
V.
R-GEE CONTRACTING,
INC.,
Defendant
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
CIVIL ACTION - LAW
NO. 99-3202 CIVIL TERM
IN RE: PLAINTIFF'S MOTION FOR SPECIAL ORDER OF COURT
ORDER OF COURT
AND NOW, this 5°i day of December, 2002, an order having been entered on
November 25, 2002, upon a letter from Plaintiff's counsel, Guy P. Beneventano, Esq., the
motion is deemed moot.
/Guy P. Beneventano, Esq.
3401 North Front Street
P.O. Box 5950
Harrisburg, PA 17110-0950
Attorney for Plaintiff
/Gary J. Imblum, Esq.
407 N. Front Street
Harrisburg, PA 17101
RVs
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BY THE COURT,
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1
cFJlvor'L14?J!Ui
DEC 0 9 2002 V
BANKM ARRISBURG,
N.A.,
Plaintiff
V.
R-GEE CONTRACTING, INC.,
Defendant
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY,
PENNSYLVANIA
CIVIL ACTION - LAW
Case No. 99-3202
ORDER
AND NOW, this _ day of November, 2002, upon consideration of the Motion
of Plaintiff, it is hereby ORDERED and DECREED that the case is stricken from the
purge list, conditioned upon docket activity occurring by December 23, 2002.
BY THE COURT:
J. Wesley, Oler, Jr., Judge
:3115931
COMMERCE BANK/HARRISBURG,
N.A.,
Plaintiff
V.
R-GEE CONTRACTING, INC.,
Defendant
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY,
PENNSYLVANIA
CIVIL ACTION - LAW
Case No. 99-3202
PLAINTIFF'S MOTION FOR SPECIAL ORDER OF COURT
Plaintiff, Commerce Bank/Harrisburg, N.A. ("Commerce Bank"), through its
counsel, Mette, Evans & Woodside, hereby moves for a special order of court, in
support of which it avers as follows:
1. This case was scheduled to be dismissed on October 22, 2002.
By letter dated October 21, 2002 (See Exhibit "A."), the undersigned
counsel wrote to the court administrator requesting that this case be
kept on the docket "for at least an additional thirty (30) days."
3. By Order dated October 22, 2002, this Court struck this case "from the
purge list, conditioned upon docket activity occurring within 30 days."
4. The docket in this case indicates that a complaint in replevin was filed
on June 15, 1999, but that service was not effectuated upon the
Defendant.
5. According to the Sheriff Service, the Sheriff specifically certified and
returned a "not found."
6. The undersigned counsel, who is replacement counsel for the counsel
who filed the complaint, has made a good faith effort to locate the
Defendant but has not yet been able to do so.
7. The undersigned replacement counsel respectfully seeks an additional
thirty (30) days in order to allow more time to locate the Defendant.
WHEREFORE, Plaintiff requests that this Court enter an order further
striking this case from the purge list, conditioned upon docket activity occurring by
December 23, 2002.
Respectfully submitted,
METTE, EVANS & WOODSIDE
By:"??
y . eneventano, Esquire
Ct. I.D. #43107
3401 North Front Street
P.O. Box 5950
Harrisburg, PA 17110-0950
Phone: (717) 232-5000
Fax: (717) 236-1816
Attorneys for Commerce Bank/
Harrisburg, N.A.
Date: November 22, 2002
311593
I
METTE, EVAN6 & WOODSIDE
A PROPRHHIONAL OORPORATION
ATTOR.NRYS AT LAW
HOWELL C. METTE
ROEERT MOORE KATHRYN L SIMISON 8401 NORTH FRONT STREET
CIIARLES D.ZWALLY P. DANIEL ALTLANO
ANDREW If, DOWLING
P.O. DOE 6060 YICAY ANN TRIMMER
TIMOTHY A
ROY
PETERJ.RIEELBR
LLOYD R
PERSON MIcI1An D.RE10 11ARR1HDURG, PA 17310.0060 .
KATHLEEN DOYLB YANINEK '
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CRAIGA.STO6E PAULAJ.L[ICIIT
GARYJ.1111M
IRS NO. JAMES M. STRONG.
OI COUNSEL
JENNIFER A. YANKANICII
OUNSEL
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JAMES A. ULMI
DAVIDA.FITldaO]NE
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JEMLYA.ERMco TIIOANEF.sAIIDA
JOHN F. YANINIDA FAX
17171984.6000 17171400.1010
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October 21, 2002
VIA FIRST CLASS MAIL &
FACSIMILE NO. 240-6460
Taryn Dixon, Court Administrator
Cumberland County Courthouse
One Courthouse Square
Carlisle, PA 17013
Re. Commerce Bank/Harrisburg, N.A. v. R-GEE Contracting, Inc,
Docket No. 99-3202
Our File No. 633-1
Dear Ms. Dixon:
I write as a follow-up to this morning's telephone conversation concerning the
above-captioned civil action.
Please be advised that Commerce Bank wishes to keep this case on the docket
for at least an additional thirty (30) days. By November 22nd, Commerce Bank will
determine whether it wishes to prosecute the Replevin action. Its decision will be
based primarily on the results of discussions to be held with Defendant's legal
counsel. By November 22 , Commerce Bank will either move forward with the case
or praecipe to discontinue the action.
I understand that I need not appear at tomorrow's special call of the list in
order to keep this case active for an additional thirty (30) days. If I am mistaken in
my understanding, please contact me immediately.
Otherwise, I will assume that the case will not be purged and I will provide you
with a status report on this matter within the next two to three weeks.
October 21, 2002
Page 2
Defendant's legal counsel is copied on this correspondence so that he is aware
of the terms in my communication with your office.
Thank you for your attention to this matter.
Very truly yours,
7?v
uy P.Beneventano
GPB/smr
cc: Gary J. Imblum, Esquire (Via Facsimile & First Class Mail)
:soes;a 1
COMMERCE BANK/HARRISBURG,
N.A.,
Plaintiff
V.
R-GEE CONTRACTING, INC.,
Defendant
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY,
PENNSYLVANIA
CIVIL ACTION - LAW
Case No. 99-3202
CERTIFICATE OF SERVICE
I certify that I am on this day serving a copy of the foregoing document upon
the person(s) and in the manner indicated below, which service satisfies the
requirements of the Pennsylvania Rules of Civil Procedure, by depositing a copy of
the foregoing document in the United States Mail at Harrisburg, Pennsylvania, with
first class postage, as follows:
Gary J. Imblum, Esq.
Knupp, Kodak & Imblum, P.C.
407 N. Front Street
Harrisburg, PA 17110
Respectfully submitted,
METTE, EVANS & WOODSIDE
By: l
Beneventano, Esquire
up. Ct. I.D. #43107
3401 North Front Street
P.O. Box 5950
Harrisburg, PA 17110.0950
Phune: (717) 232-5000
Fax: (717) 236-1816
Attorneys for Commerce Bank
Harrisburg, N.A.
Date: November 22, 2002
311593
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COMMERCE BANK/HARRISBURG,
N.A.,
Plaintiff
V.
R-GEE CONTRACTING, INC.,
Defendant
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY,
PENNSYLVANIA
CIVIL ACTION - LAW
Case No. 99-3202 Civil Term
PRAECIPE TO REINSTATE COMPLAINT
TO: Prothonotary
Pursuant to Pa. R.C.P. No. 41(b)(1), please reinstate the complaint in the
above-captioned matter.
Respectfully submitted,
METTE, EVANS & WOODSIDE
By:
/ . Beneventano, Esquire
544uinpil t. I. D. #43107
North Front Street
P.O. Box 5950
Harrisburg, PA 17110-0950
Phone: (717) 232-5000
Fax: (717) 236-1816
Date: December 13, 2002
Attorneys for Commerce Bank/
Harrisburg, N.A.
COMMERCE BANK/HARRISBURG,
N.A.,
Plaintiff
V.
R-GEE CONTRACTING, INC.,
Defendant
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY,
PENNSYLVANIA
CIVIL ACTION - LAW
Case No. 99-3202
CERTIFICATE OF SERVICE
I certify that I am on this day serving a copy of the foregoing document upon
the person(s) and in the manner indicated below, which service satisfies the
requirements of the Pennsylvania Rules of Civil Procedure, by depositing a copy of
the foregoing document in the United States Mail at Harrisburg, Pennsylvania, with
first class postage, as follows:
Gary J. Imblum, Esq.
407 North Front Street
Harrisburg, PA 17101
Respectfully submitted,
METTE, EVANS & WOODSIDE
BA3401 . Bene entano, Esquire
Ct. I.D. #43107
North Front Street
P.O. Box 5950
Harrisburg, PA 17110-0950
Phone: (717) 232-5000
Fax: (717) 236-1816
Date: December 13, 2002
Attorneys for Commerce Bank/
Harrisburg, N.A.
:312984 1
1 v.:
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'
COMMERCE BANK/
HARRISBURG, N.A.,
Plaintiff
V.
R-GEE CONTRACTING,
INC.,
Defendant
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
CIVIL ACTION - LAW
NO. 99-3202 CIVIL TERM
ORDER OF COURT
AND NOW, this 19`x' day of December, 2002, upon consideration of the attached
letter from Guy P. Beneventano, Esq., attorney for Plaintiff, it is ordered and directed that
the above case is hereby stricken from the purge list of 2002, and the case shall remain on
active status.
Guy P. Beneventano, Esq.
3401 N. Front Street
P.O. Box 5950
Harrisburg, PA 17110-0950
Attorney for Plaintiff
Gary J. Imblum, Esq.
407 North. Front Street
Harrisburg, PA 17101
Attorney for Defendant
:rc
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BY THE COURT,
i1
METTE, EVANS & WOODSIDE
A PROFONSIONAL CONPORATION
ATTORNEYS AT LAW
ROwm C.ME'PIE KATIIRYNLSIMPNON 3401 NORTH FRONT STREET VICKY ANN TNIMMF.R
RonERTM00RE P. DANIEL ALTLAND RO. DOE 6000 TIMOTHY A. IIOY
CHARLES B. ZWALLY
ANDRew1l.DomiNo
HARRISBURG. PA 17130.0000
KATIILFKN DOYLKYANINUK _
PeYERJ.RmLP.0 MICHAEL D. IIEF.D JAMES M.STRONG OPCOUNSEL
I.LGVO R. PPSAUN PAULA J. LF.ICIIT nTD NO JENNIFER A. YANKANICR JAMES W. EVANS
CRAIG A. STONE GARYJ.IIP.IM 98.1060000 RANDALLGAIURRT•
JAM®AUL9R
DAVID A. FinvomoNN
MARK D. HIPP _
DANIELLSULWVAN GUYP.DENEVGTANO TELEPHONIC FAX RONALD L FRICK
STem D. SNYDER 7YIOMASF.SMIIIA 17171009-0000 17171080.1616 SCOTTC.SnurenT -MMIVIANVBM
JurReYA.EENICO JOUNRYANINEK•
hnpalwww.msn*.eom
December 17, 2002
Honorable J. Wesley Oler, Jr., Judge
Court of Common Pleas
Cumberland County Courthouse
One Courthouse Square
Carlisle, PA 17013
Re: Commerce Bank/Harrisburg, N.A. v. R'Gee Contracting, Inc.
Docket No. 99.3202 633.1
Dear Judge Oler:
I write as a follow-up to my correspondence of November 22'
By Order dated November 25', you have given the Plaintiff, Commerce Bank,
until December 23' to initiate docket activity in the above-captioned action.
Enclosed please find a time-stamped copy of the Praecipe to Reinstate Complaint
filed with the Court on December 16, 2002. The Reinstated Complaint has been
served upon counsel for the defendant, Gary J. Imblum, Esquire. Mr. Imblum has
accepted service on behalf of the defendant.
Mr. Imblum and I will pursue a resolution of this matter. In the meantime,
please do not enter an order purging the above-captioned civil action. Commerce
Bank has initiated docket activity and will move forward with the action in
accordance with the Rules of Civil Procedure.
Thank you for your attention to this letter.
Very truly yours,
?I
Guy P, eneventano 1)
GPB:mpv
Enclosure
cc: Gary J. Imblum, Esquire (w/o enc.)
:3133101
COMMERCE BANK/HARRISBURG
N.A.,
Plaintiff
V.
R-GEE CONTRACTING, INC.,
Defendant
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
CIVIL ACTION - LAW
No. 99-3202 CIVIL TERM
ORDER OF COURT
AND NOW, this 22nd day of October, 2002,
upon consideration of a letter from Plaintiff's counsel,
Guy P. Beneventano, Esquire, requesting that this case
remain active for a period of 30 days, and there being no
objection presented in open court to the request, the
request is granted, and the case is stricken from the purge
list, conditioned upon docket activity occurring within 30
days.
Guy P. Beneventano, Esquire
For the Plaintiff
R-Gee Contracting, Inc. I?CEt?S
676A Wellsville Road
Wellsville, PA 17365
Defendant
Court Administrator
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d
By the Court,
1.... .. ......?
V J.?.. ? ii .ll
?'?:I?. ?., ?I L?;''. ...
COMMERCE BANK/HARRISBURG,
N.A.,
Plaintiff
IN THE COURT OF COMMON PLEAS
OF CUMBERLAND COUNTY, PENNSYLVANIA
CIVIL ACTION - LAW
V.
R-GEE CONTRACTING, INC.
NO. ML99-3202 CIVIL TERM
Defendant
PRAECIPE TO DISCONTINUE
TO THE PROTHONOTARY:
Please mark this action discontinued and ended.
Respectfully submitted,
METTE, EVANSS&&?WOODSIDE
By / /
y P. Benevantano, Esquire
Supreme Court I.D.#43107
3401 North Front. Street
P. 0. Box 5950
Harrisburg, PA 17110-0950
(717)232-5000
Attorneys for Plaintiff
Commerce Bank/Harrisburg, N.A.
n
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