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HomeMy WebLinkAbout99-04871Ir.' K' F? q:::;,. FULTON BANK, * IN THE COURT OF COMMON PLEAS Plaintiff * CUMBERLAND COUNTY, PENNSYLVANIA * VS. * No.: 99-4871 Civil * MATT CORPORATION, * CIVIL ACTION - LAW CHARLES R. DAVIS and KAREN S. DAVIS, his wife, * CONFESSION OF JUDGMENT - MONEY Defendants PRAECIPE TO THE CUMBERLAND COUNTY PROTHONOTARY: Please mark the above-referenced judgment entered in favor of Fulton Bank and against Defendants Matt Corporation, Charles R. Davis and Karen S. Davis, satisfied and paid in full. Respectfully submitted, CALDWELL & KEARNS By: C.? J es R. lippinger, q f r Attomey No. 07159 Attorney for Plaintiff, Fulton Bank 3631 North Front Street Harrisburg, Pennsylvania 17110-1533 (717) 232-7661 Date: 9 A 95 20531/2920 0 to n Z? o w 3 w 2 Q F ¢ 1 Wow vl Y o Q i y ;m 0 0 z l i J W I W J o Z r a 0K " 0 z 3 O o Q " < m a m U` ? rc xx (1l , ice' q V) „ _ IL a O Ch cn :a e+cau . nn ue•mxs as ox wuoe M.U iaeM iroII n 3irssmr vc N i ' J v Ao O t z= o w a M LL F ? W Z W p J N J Y o a = N 'o 2 N J w ` w J o Z F a a 0 0 ¢ 3 W o Z ' p o r a U rc rc a x l I ly [9 ON ON MUJOJ 0 O] AGVdnSIIS • I O 1M31GGI[9]1V1S lh 1Ytl' FULTON BANK, Plaintiff VS. MATT CORPORATION and, 2016 Yale Avenue Camp Hill, PA 17011 -and- CHARLES R. DAVIS and KAREN S. DAVIS, his wife 57 South Terrace Road Wormleysburg, PA 17043 Defendants * IN THE COURT OF COMMON PLEAS * CUMBERLAND COUNTY, PENNSYLVANIA * No.: q q - * * CIVIL ACTION - LAW * * CONFESSION OF JUDGMENT - MONEY NOTICE UNDER RULE 2958.1 OF JUDGMENT AND EXECUTION THEREON TO: MATT CORPORATION CHARLES R. DAVIS and KAREN S. DAVIS, his wife A judgment in the amount of$15,332.04 has been entered against you in favor of the plaintiff without prior notice and hearing based on a confession of judgment contained in a written agreement or other paper allegedly signed by you. The sheriff may take your money or other property to pay the judgment at any time after thirty (30) days after the date on which this notice is served on you. You may have legal rights to defeat the judgment or to prevent your money or property from being taken. YOU MUST FILE A PETITION SEEKING RELIEF FROM THE JUDGMENT AND PRESENT IT TO A JUDGE WITHIN THIRTY (30) DAYS AFTER THE DATE ON WHICH THIS NOTICE IS SERVED ON YOU OR YOU MAY LOSE YOUR RIGHTS. - YOU SHOULD TAKE THIS PAPER TO YOUR 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 Bar Association 2 Liberty Avenue Carlisle, PA 17013 (717) 249-3166) Respectfully submitted, CALDWELL & KEARNS By: J "es Pq. Clip geh, Esquire Atterwy ID No. 7159 Attorney for Plaintiff, Fulton Bank 3631 North Front Street Harrisburg, Pennsylvania 17110-1533 (717) 232-7661 Date: AUG 0 9 1999 1021/2053L FULTON BANK, Plaintiff vs. MATT CORPORATION and, - and - CHARLES R. DAVIS and KAREN S. DAVIS, his wife Defendants * IN THE COURT OF COMMON PLEAS * CUMBERLAND COUNTY, PENNSYLVANIA * * No.: * * * CIVIL ACTION - LAW * * CONFESSION OF JUDGMENT - MONEY * CONFESSION OF JUDGMENT COMPLAINT PURSUANT TO PA R.C.P. 2952 AND NOW, comes the Plaintiff, Fulton Bank, by its attorneys, Caldwell & Kearns, who submits the following Complaint and states in support thereof as follows, to wit: Plaintiff, Fulton Bank is a Pennsylvania bank and trust company duly incorporated and existing under the laws of the Commonwealth of Pennsylvania. Plaintiff has a principal place of business located at One Penn Square, Lancaster, Lancaster County, Pennsylvania, 17604. Plaintiff does regularly conduct business within Cumberland County. Pennsylvania. 2. Defendant Matt Corporation, is a corporation organized and existing under the laws of the Commonwealth of Pennsylvania, having a principal place of business at 2016 Yale Avenue, Camp Hill, Cumberland County, Pennsylvania, 17011. 3. Defendants Charles R. Davis and Karen S. Davis, are both adult individuals whose last known a address is 57 South Terrace Road, Wormleysburg, Cumberland County, Pennsylvania, 17043. 4. On or about July 9, 1996, Matt Corporation did apply for and receive a certain Line of Credit from Fulton Bank and did execute a certain Line of Credit Note and Agreement of said date in the amount of the line of credit of $15,000.00. A true and correct copy of said Line of Credit Note and Agreement is attached hereto, marked Exhibit "A" and made a part hereof by reference thereto. 5. In conjunction of the issuance by Fulton Bank of said Line of Credit, did request and receive the written Guaranties of Defendants Charles R. Davis and Karen S. Davis. A true and correct copy of said Guaranty of Defendants Charles R. Davis and Karen S. Davis is attached hereto, marked Exhibit "B" and made a part hereof by reference thereto. 6. Said Line of Credit and Agreement did provide that the Borrower, Matt Corporation, would make a payment ofprincipal sufficient to cause the outstanding principal amount to reduce to a zero balance for a period of thirty (30) consecutive days during each fiscal year and interest would be payable at an annual variable rate at one (1%) percent above the annual floating rate of interest designated from time to time by Fulton as its prime rate. The Line of Credit and Agreement further provided that accrued interest would be payable monthly on the thirtieth (30"') day of each month until all sums due have been paid in full. 7. The said Defendant Matt Corporation with Guarantors did fail or refuse to make the monthly installment payments due April 30, 1999 through July 30, 1999, rendering the obligation in default on or about May 1, 1999. 8. A further demand has been made forsaid monthly payments, but Defendants have failed or refused to remit same to Fulton Bank. 9. Pursuant to the rights contained in the Line of Credit and Agreement and Guaranty, Fulton Bank is entitled to claim the full amount due on said obligation, as follows: Principal $14,914.91 Interest through 07-19-99 $ 400.63 Late Charges 16.50 Total $15,332.04 It is further noted that interest is accruing after July 19, 1999 at a per diem of $3.72 per day. 10. Plaintiff Fulton Bank has demanded payment of the aforesaid obligation from Defendants but said Defendants have failed and/or refused to cure said default or pay any further sum or portions thereof. 11. Demands for payment were given to said Defendants on June 17, 1999. 12. By virtue of the terms of the Line of Credit and Agreement and Guaranty, all of the obligations are due and demand for payment is made therefore. 13. Judgment has not been heretofore entered on the Guaranty in this or any other jurisdiction. 14. The Defendants obligations hereinbefore identified were for exclusively business purposes. 15. None of the Defendants were members of the Armed Forces of the United States or its allies. 16. Demand is also made for reasonable attorney's fees in the amount of $1,000.00 as provided in the Line of Credit and Agreement. WHEREFORE, Plaintiff demandsjudgment against Defendants in the amount of $15,332.04, attorneys fees in the amount of $1,000.00, plus cost of suit. Respectfully submitted, CALDWELL & KEARNS By: Flippi*r, Esquire ?D No. 159 for Plaintiff, Fulton Bank 3631 North Front Street Harrisburg, Pennsylvania 17110-1533 (717) 232-7661 Date: AUG 0 9 1999 1021/2053L VERIFICATION I, Clint Miller, Vice President, of Fulton Bank, hereby verifies that the statements made in the foregoing document are within the personal knowledge of the undersigned, are true and correct, and as to the facts based on the information of others, the undersigned, after diligent inquiry, believe it to be true. And further, that I signed this Verification on the recommendation of my attorneys, who advise me that the allegations and language in this document are required legally to raise issues for resolution at trial, by the Court, or by continuing investigation and preparation for trial. I understand that some of these allegations may prove inappropriate after investigation and trial preparation are complete and I leave determination of these matters to my attorneys on their advice. I understand that all statements herein are made subject to the penalties of 18 Pa. C.S.A. §4904, relating to unswom falsifications to authorities. FULTON BANK: By: -Q^ ?.- S- Clint Miller, Vice President Date: 102120531 FULTON BANK, Plaintiff vs. ¦ MATT CORPORATION and, - and - CHARLES R. DAVIS and KAREN S. DAVIS, his wife Defendants IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA No.: CIVIL ACTION - LAW CONFESSION OF JUDGMENT - MONEY CONFESSION OF JUDGMENT Pursuant to the authority contained in the warrant of attorney, a copy of which is attached to the Exhibits of the Complaint filed in this action, I appear for the Defendants and confess judgment in favor of the Plaintiff and against the Defendants as follows: Principal - $14,914.91 Interest through July 19, 1999 - $ 400.63 Late Charges - $ 16.50 Attorney's Fees 1000.00 TOTAL 1021/2053L $16,332.04 Exhibit A Fulton Sank A) Ltd(, Lancaster, Pennsylvania 7151691 Bank Line of Credit Note and Agreement $ ******15,_000..00__, Date l FOR VALUE RECEIVED, Matt Corporation (the "Bormwer") promises to pay to the order of Bank iralttated above at any of its banking offices, the principal sum or _F1FTFiEN THOUSAND AND NO 100 DOLLARS ($ * * * * **15,_OQQ.,.O Q ), or such lesser of greater principal amount as may be outstanding from timc to [rase under this Line of Credo[ Nate and Agreement (tire "Nolte and Agreement") as shown on Bank's records, payable on DEMAND by Baulk, with interest at die rate specified below. INTEREST RATE -- The interest rate is the annual variable rate of 1 , 00- % above the annual floating rate of interest designated front time In time by the Bank as itsand used by Bank as a reference rule with respect io different nits of interest charged to borrowers. Accrued interest shall be payable monthly on dte.343h-_day of each month until all stuns due under this Note have been paid in full and the credit availability evidenced hereby has expired or been terminated. The interest rate shall change automatically and simultaneously upon the effective date of Bank's designation of any change in the reference rate. Bank's designation frum time to time of its "prime" rate shall not in any way preclude Bank from making loans to other borrowers at a rate which is higher or lower than or different from the prime rate. All interest shall be computed for the actual number of days elapsed tun the basis ore year consisting of 361 days. MANDATORY PRINCIPAL PAYMENTS -- The Borrower promises to make a payment of principal sufficient to cause the outstanding principal amount to be reduced to a zero balance for a period of thirty (30) consecutive days during each fiscal year of the Borrower, commencing with the first full fiscal year occurring after the date hereof. LATE CHARGE - The Borrower also promises to pay to Bank as a late charge and not as additional interest, an amount equal to 5% of any payment not received by Bank on or before die 15th calendar day after the date it was due. The following paragraph seta forth a warrant of attorney to confess judgment against the Borrower. In granting this warrant or attorney to confess judgment against the Borrower, the Borrower hereby knowingly, intentionally, voluntarily, and, with opportunity for advice of separate counsel, unconditionally waives any and all rights the Borrower has or may have to prior notice and an opportunity for hearing under the respective consultations and laws of the Uatled Slates and the Commonwealth of Pennsylvania. CONFESSION OF JUDGMENT - THE BORROWER HEREBY AUTHORIZES AND EMPOWERS IRREVOCABLYTHE PROTHONOTARY OR ANY CLERK OR ATTORNEY OF ANY COURTOF RECORDTO APPEAR AND TO CONFESS JUDGMENT AGAINST THE BORROWER IN FAVOR OF THE HOLDER OF THIS NOTE AS OFTEN AS NECESSARY UNTIL ALL LIABILITIES HAVE BEEN PAID IN FULL, AS OF ANYTERM, FOR ALL AMOUNTS OWING (WHETHER OR NOT THEN DUE) UNDER THIS NOTE AND AGREEMENT, TOGETHER WITH COSTS OF LEGAL PROCEEDINGS AND A REASONABLE ATTORNEYS' FEE FOR COLLECTION (WHICH FOR PURPOSES OF EXERCISING THIS WARRANT OF ATTORNEY TO CONFESS JUDGMENT SHALL BE DEEMED TO BE EQUAL TO 15% OF THE SUM OF THE PRINCIPAL PLUS INTEREST FOR WHICH JUDGMENT IS THEN CONFESSED), WITH RELEASE OF ALL ERRORS, WAIVER OF APPEALS, AND WITHOUT STAY OF EXECUTION. THE BORROWER HEREBY WAIVES ALL RELIEF FROM ANY AND ALL APPRAISEMENT, STAY OR EXEMPTION LAWS OR RULES OF COURT NOW OR HEREAFTER IN EFFECT. The terms and conditions stated on the reverse side and the pages attached hereto arc incorporated here by reference. Witness Signatures Witness the due execution of this Note and Agreement under scal on the day and year first above written. Matt Corporation l ?U•/. ---- E-`iu-b??Sfo-r? ?1 EAL) (SEAL) . (SEAL) Address: 1200 Cams Hill Bypass, Camp_Hi 1.1,. PA 17011 C --I Line of Credit Note and Agreement (Cronin ) This Note and Agreement evidences life Borrower's liabilities and ohligalions it, Bank in amnectinn ine of credit Ube "l.ine") not h, exceed in the aggregate at any one time the face amount of fill, Nile and Agreement, which shall he available to the Borrower upon the following terms and conditions: ® If checked here. the Line shall he a revolving line of credit under which Borrower may borrow, repay and rabormw amounts not to exceed in the aggregate at any one time the face amount of the Now and Agreement. ® If checked here, no amount shall be outstanding under the Line for a perind of dory (M) consecutive days during each fiscal year of the Borrower, commencing with the first full fiscal year occurring after the dam hereof. ? If checked here, the Line shall he a ro -mvolving line of crelil under which Borrower may borrow amounts not to exceed in the aggregate the face amount of the Note and Agreement. 1. IkBnillom --As used herein, the following renu shall have the meanings indicated, unless the context otherwise requires: a. Borrower-- The tern "Borrower" means each and any one or more of the persons or entities executing this Note and Agreement including, in the case of any partnership, all general partners of the partnership individually and collectively, whether or not such partners sign this Note and Agreement, and if more than one Borrower executes this Note and Agreement, all such Borrowers are jointly and severally liable. In. Collateral -The term "Collateral" includes: (1) all real and personal property of any Obligor (as hereinafter defined) now or hereafter pledged, mortgaged, assigned or granted to Bank to secure payment of this Note and Agreement specifically nr all indebtedness or liahililes to Bank generally; and (2) all property of any nature whatsoever of the Borrower now or hereafter in the possession of or assigned or hypothecated to Bank for any purpose, and any balance or share belonging to the Borrower of any deposit, agency or other accounts with Bank, and any other amount which may be owing from time to time by Bank to the Borrower. e. Collateral Documents -- The term 'Collateral Documents" means all mortgages, security agreements and other documents and instruments executed and delivered ;a Bank with respect to the Collateral. it. Liabilities -- The tern "Liabilities' includes: (1) all amounts at any time owing under this Note and Agreement, including any past, present or furore advances or readvances and all subniuuions, extensions, renewals and modifications hereof and all interest, late charges, penalties and fees of any and all types owing or payable hereunder; (2) all costs and expenses incurred by Bank in the collection or enforcement of this Note and Agreement; (3) all future advances made by Bank for taxes, levies, insurance and repairs to or maintenance of the Collateral; and (4) all existing and furore liabilities of the Borrower outstanding to Bank, whether absolute it committal, direct or indirect, joint, several or independent, due or to become due, whether as drawer, maker, endorser, guarantor, surety, or otherwise. held or to be held by Bank for its own account or as agent for another or others, and even If acquired by way of assignment, except that the term "Liabilities" shall not include any obligation incurred by the Borrower which is "consumer credit" as defined by Pedeml Reserve Board Regulation Z. 12 C.F.R. 1226.1 or seq., and which is not exempted from the application of that Regulation. e. Obligor-- The tern "Obligor" means the Borrower. each surety or guarantor of this Now and Agreement, and any other person or entity which has granted or in the future goats to Bank a security interest in, or lien upon, property to secure this Note and Agreement specifically or indebtedness or liabilities of the Borrower to the Bank generally. 2. Line of Credit Availability -- From the date hereof and prior to demand by Bank, subject to the terms and conditions of this Note and Agreement. Borrower may borrow hereunder. Borrower shall have the right voluntarily to prepay without penalty or premium, at any time and from time to time, any or all porticos of the principal balance outstanding under the Line; provided that accrued interest upon the amount prepaid shall be paid at the time of any such prepayment. Borroweracknowledges and agrees that no provision hereof, nor any course of dealing In connection herewith, shall be deemed la create or shag Imply the existence of any commitment on the part of Bank to make advances hereunder. Bank shall have no such commitment or obligation. Each advance shall be made solely at Bank's discretion. 3. Procedures for Borrowing -- Bank agrees until further notice from Bank that, upon Borrower's request by telephone from time to time from either the _tCauen_9_._Daa,is of Borrower to borrow money under the Line, Bank will lend and forthwith credit Borrower's demand deposit account number N?219=3.fifi03 with Bank ("Account") such sums of money as may he mutually agreed upon by telephone. Such a request shall be deemed to constitute a representation by Borrower that all of the conditions set forth in Section 5 hereof have been satisfied. Borrower agrees to forward written evidence of such request for advances by mailing an the same day a letter of confirmation signed by the President-or _KaTen_S-Davis_ of Borrower continuing the amount so borrowed. Pending receipt of such letter by Bank in the ordinary course of the mails, any sums of money borrowed by telephone in accordance with the foregoing armngemems; shall immediately be placed to Bormwer's credit in Borrower's Account. Bank will forward written advice of such credit to Bormwer. In the event that Bank does not receive the required confirming letter within three (3) business days of the date of request, Bank shall have the right to debit Borrower's Account, or any other account of Borrower at Bank if funds in the Account are insufficient, for the unconfirmed borrowings and apply the debited amount to the principal balance outstanding underthe Line. 4. Representatlam and Warranties -- The Borrower hereby makes the hollowing representations and warranties as of this date and as of the making of any advances hereunder and continuing until all amounts outstanding under the Line have been paid in full: A. Organization -- If the Borrower is a corporation at a partnership: (1) the Borrower is duly organized, validly existing and in good standing under the laws of the jurisdiction in which the Borrower is incorporated or was Ihmted; (2) the Borrower has the power and authority to own its properties and assets and to carry on its business as now being conducted; and (3) the Borrower is qualified to do business in every jurisdiction in which it is required to qualify to do business. b. Due Authorization -- If the Borrower is a corporation or a partnership, the execution, delivery and performance of this Note and Agreement, the Collateral Documents and all other documents and instruments executed and delivered no Bank in connection herewith and [herewith have been duly authorized by all requisite corpri or partnership action. c. Conflicting Instruments -- The execution. delivery and Performance of this Norte and Agreement, the Collateral Documents and all other documents and instruments executed and delivered In Bank in connect... n herewith and therewith will nit: (1) vinta[e any provision of law, any order of any court or governmental agency, the chaner documents and bylaws it partnership agreement of the Borrower, or any provision of any indenture, agreement or other instrument binding upon the Borrower it any of its properties or assets; (2) conflict with or result in a breach of or (with due notice or lapse of time) a default under any indenture, agreement or other instrument binding upon the Borrower or any of its properties or assets; or (3) result in the creation or imposition of any lien, charge or encumbrance if any nature whatsoever upon any of the properties or assets of the Borrower, except in favor of Bank. J. Validity; Binding Nature -- The Bormwer has the power to execute, deliver and perform this Note and Agreement and the Collateral Documents, and when executed and delivered, this Note and Agreement and the Collateral Documents will be valid and binding obligations of the Borrower, enforceable in accordance with their terms, except as enforceability may he limited by hankmpncy, insolvency or other similar laws affecting the enforcement of creditors' rights generally. e. Litigation -- Except as disclosed in writing to Bank, there is no action, suit or proceeding at law or in equity by or before any governmental instrumentality or agency pending or. to the knowledge of the Borrower, Ihreanened by or against it affecting the Borrower or any of the Borrower's properties or rights which, if Jeu mined adversely to the Borrower would impair the Borrower's right ro carry on its business as now conducted or would adversely affect the Borrower's financial condition, business or operations. f. Authorization and Cement -- Nn authorization, consent, approval, license or exemption of, and no regulation, qualification, designation, declaration or filing with any court or governmental department, commission, bard, bureau, agency or instrumentality, domestic or foreign, is necessary to the valid execution, delivery or performance of this Note and Agreement, the Collateral Documents or any other documents or instroments executed and delivered to Bank in connection herewith or therewith. g. Financial Condition -- The most recent financial statements of the Borrower delivered to Bank are [me and correct and represent accurately and completely the Borrower's financial condition as of the date thereof and the results of its operations for the periods indicated and show all known liabilites of the Borrower, direct or contingent, as of the date thereof. Since the dam of such financial statements, there has been no material adverse change In the financial condition of Ile Borrower or in its operations, business, prospects or properties, and since such date, the Borrower has not Incurred, other than in the ordinary course of business, any indebtedness, liabilities, obligmions or commitments. It. Compliance with Laws -- The Borrower is not in violation of or subject to any contingent liability on account of any law or any order or regulation issued by any court or governments[ authority, state (ir federal, including, without limitation, the Employer Retirement Income Security Act of 1974,as amended VERISA'), the Internal Revenue Code of 1986,as amended (the 'Code-), any applicable occupational and health or safety law, environmental protection or pollution control law it hazardous waste or toxic substances management, handling or disposal law. 3. Conditions Precedent -- The Borrower's ability to request an advance hereunder is subject in the performance by the Borrower of the obligation to be performed by the Borrower under this Note and Agreement, under the Collateral Documents and under the other documents and Instruments executed in connection herewith and (herewith on or before the date of each advance hereunder and also to the satisfaction of the following additional conditions: a. The representations and warranties contained in this Note and Agreement and in the Collateral Documents shall be [me on and as of the date of each advance hereunder with the saute effect as though each such representation and warranty was made on and as of the date of each advance hereunder; b. The conditions, if any, specified in the Collateral Documents and in any document or instmmcnt amending, modifying or supplementing this Note and Agreemear shall have been fuffa[Ied. 6. AfBrsnaliveCovemnts -- The Borrower hereby covenants and agrees that so long as any of the Liabilities or any other of Borrower's obligations to Bank created pursuant to this Note and Agreement or any of the Collateral Documents are outstanding or unperformed, the Borrower shall, except as Bank may otherwise agree in writing: a. Financial Statements - Annual -- Furnish to Bank, within 120 days after the end of each fiscal year of the Borrower, a balance sheet and income statement, consolidated and consolidating and with a reconciliation of surplus for such fiscal year, and setting forth in comparative form the corresponding figures for the preceding fasces[ year, all in reasonable detail and all prepared by an independent, certified public accountant satisfactory to Bank, in conformity with generally accepted accounting standards consistently applied. b. Firranclal Information - Other -- Furnish to Bank each financial statement or certificate required to be delivered by the Borrower to Bank pursuant to any amerdment or supplement to this Note and Agreement, and such other information concerning the Borrower's financial or business affairs as Bank may from time to time require. c. Properly -- Maintain, preserve and keep all of its properties in grad repair, condition and working order and make or cause to be made all renewals, replacements, substitutions, additions aid improvements thereto necessary or appropriate to properly preserve and maintain the efficiency of all such properties. d. Taxes and Assessments -- Pay and discharge all taxes, assessments and governmental charges levied upon or assessed against the Borrower or its properties or income prior to the date any penalties are anached thereto. e. Litigation -- Notify Bank promptly of the commencement of any material litigation, arbitration or governmental proceeding affecting the Borrower, and notify Bank of any governmental investigation or labor dispute pending, or to the knowledge of the Borrower, threatened, which could interfere with the normal operations of the Borrower's business or materially adversely affect the Borrower's financial condition, business or operations. f. Books and Records -- Maintain and keep proper records and books of account in conformity with generally accepted accounting standards applied on a consistent basis, which shall accurately and completely reflect the Borrower's business, operations and affairs. S. Access to Books, Records and Properties -- Permit officers, employees and other representatives of Bank to visit and inspect the Borrower's properties and to examine the Borrower's books and records, and shall discuss the Borrower's accounts, finances, business and affairs with Bank representatives, during normal business hours and as often as Bank may request. It. Financial Information - Guarantors -- Cause any guarantor and any surety of the Liabilities to submit to Bank personal and business financial statements containing such financial information as Bank may from time to time request. I. Other Obligations -- Maintain in a current status all of its obligations, however incurred including, without limitation, obligations for borrowed money or for services or goods purchased by the Borrower, and not amend or modify any existing agreement with any person or entity in any manner materially adverse in the Borrower. j. Business Operations -- Maintain the management, including management personnel, of its business as it currently exists and is currently conducted, shall not engage in any pine of business other than those in which the Borrower is actively engaged as of the date of this Note and Agreement, and shall not establish any partnership, subsidiary, corporation, joint venture or other form of business combination. k. Compliance With Laws-- Comply with all paws and all rules, regulations and orders issued pursuant thereto including, without limitation. ERISA, the Code, any applicable occupational and health or safety law, environmental protection or pollution control law or hazardous waste or toxic substances management, handling or disposal law. 1. Insurance -- Keep all of its properties, real and personal, now owned or hereafter acquired, insured at all times against loss or damage by fire and extended coverage risks and other hazards customarily insured against, shall maintain liability insurance and such other insurance coverage required by Bank or by law, with carriers and in amounts, form and substance satisfactory to Bank and mining Bank as additional insured/loss payee, as Bank's interest may appear, and shall promptly deliver to Bank from time to time upon request a summary schedule indicating all insurance in effect. m. Use of Loan Proceeds -- Use advances under the Line only for the purposes stated in the application submitted by the Bor i to Bank in connection with the Line if any, or in any cmmmitment letter issued by Bank to the Borrower in connection with the Line n. Other Liabilities -- Not endorse, assume, become guarantor or surety for or otherwise become liable in connection with the obligations of any person, firm or corporation, except in favor of Bank; provided, however, that the Borrower may endorse negotiable or other inmmments for deposit or collection or similar transactions in the ordinary course of its business. o. Sale of Assets -- Not sell, lease, transfer or otherwise dispose of in a single transaction or series of transactions, all or a substantial par of the Borrower's assets and properties, whether now owned or hereafter acquired. p. Investments -- Not purchase, own, invest in or acquire, directly or indirectly, any stack or other securities or any other interest whatsoever in any other corporation or other entity or permit to exist any bans or advances for such purposes except for investments in direct obligations of the United States or any agency thereof. q. Selling Accounts Receivable -- Not sell, assign or discount any of its accounts receivable or any promissory notes held by it, with or without recourse, other thin the discount of such receivables or notes for collection in the ordinary course of business. r. Nonce of Breach -- Promptly give notice in writing it, Bank of the occurrence or existence of any evert, condition, act or omission, which would constitute a breach or violation of any of the representations, warranties or covenants made by the Borrower in this Note and Agreement or in any Collateral Documents. 7. Collateral; Incorporation of Other Dob tments -- The Collateral shall secure payment to Bank of any aril' all amounts due undef thli Now and Agreement. The Borrower hereby grans or confirms the grant to Bank of a security interest in, lien upon, and right of setoff against the Collateral. The holder of this Note and Agreement shall be entitled to all rights, remedies and hmcfits of any of the Collateral Documents and any other documents and instruments executed and delivered to Bank in connection herewith or therewith and all of such documents arc incorporated in this Nate and Agreement by reference. Without limiting the generality of the foregoing, the Collateral Documents, as of the date hemoL include the following: Guaranty of Charles R. Davis and Karen S. Davis Accounts receivable, inventory, general intangibles, machinery and equipment of Borrower B. Atlorneys'Fees; Expenses -- The Borrower also agrees to pay to Bank, upon demand at any time, all costs and expenses (including reasonable attorneys' fees and legal expenses) incurred by Bank in the enforcement of the Borrower's liabilities and obligations to Bank under this Note and Agreement. 9. Rights of Bards -- If the Borrower fails to pay on demand the balance or any lesser amount demanded (or past due prior to demand) under this Note and Agreement, Bank shall have the option to declare to be immediately due and owing any and all other Liabilities. Whether or not it elects to accelerate the Liabilities. Bank may set off accounts and may exercise any rights and remedies against any Obligor or the Collateral as may be available to Bank under this Note and Agreement, the Collateral Documents, the Uniform Commercial Code or other applicable law. Setoff shall be deemed to have occurred immediately after any default in payment, whether or not any book or accounting entry shall have been made. If payment of all amounts owing under this Note and Agreement is not received by Bank within 15 days after Bank's demand therefor, interest shall accme, at the option of Bank and only after notice to the Bormwer, at a rate 5% per annum above the interest rate specified above until all amounts due under this Note and Agreement are paid. Interest shall continue to accrue after entry of judgment by confession or otherwise at the contractual interest rate until all sums due under this Note and Agreement and under any judgment are paid Bank reserves the right to proceed against any Obligor and to apply proceeds of Collaterai to amounts due under this Note and Agreement or to any other Liabilites in such amounts and in such order as Bank may in its sole discretion determine. 10. Miscellaneous -- (a) The Borrower hereby waives presentment for payment, notice of demand, notice of nonpayment or dishonor, protest, notice of protest, and all other notices in connection with the delivery, acceptance, performance or enforcement of payment of this Note and Agreement; (b) Notwithstanding any other provision of this Note and Agreement, at no time shall the Borrower he obligated to pay interest hereunder at a rate which is in excess of the maximum rate permitted by law, and if, by the terms of this Note and Agreement, the Borrower is at any time obligated to pay interest in excess of such maximum rate, the rate of interest hereunder shall be deemed immediately reduced to such maximum rate of interest; (c) If any provision of this Note and Agreement is for any reason held invalid or unenforceable, no other pmvision shall be affected thereby, and this Note and Agreement shall be construed as if the invalid or unenforceable provision had never been a pan of it; (d) The duties of the Borrower shall be binding on the Borrower and all heirs, personal representatives, receivers, trustees, successors and assigns of the Borrower and, with respect to any partnership executing this Note and Agreement, each general partner shall be bound hereby both in such general partner's individual and partnership capacities; (e) This Note and Agreement shall in all respects be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania; (O So long as Bank is the holder hereof. Bank's books and records shall be presumed (except in the case of manifest error) to accurately evidence at all times all amounts due under this Note and Agreement and the date and amount of all payments made pursuant hereto; (g) This Note and Agreement shall remain valid and effective to evidence the Line and all advances made hereunder despite the fact that there may occur periods when no indebtedness is outstanding hereunder; (h) Notwithstanding the intention not to have the principal amount outstanding under the Line exceed the amount for which this Note and Agreement is written, all the terms set forth herein and in the Collateral Documents will apply to any advance which causes the amount outstanding under the Line to exceed the stated limit; and (i) EACH PARTY TO THIS NOTE AND AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING, WHETHER A CLAIM OR COUNTERCLAIM (AND WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE), WHICH RELATES IN ANY WAY, DIRECTLY OR INDIRECTLY, TO THIS NOTE AND AGREEMENT, THE RELATIONSHIP ESTABLISHED UNDER THIS NOTE AND AGREEMENT, THE TRANSACTIONS ENTERED INTO PURSUANT TO THIS NOTE AND AGREEMENT, OR THE DEALINGS BETWEEN THE PARTIES WITH RESPECT TO THIS NOTE AND AGREEMENT; THIS WAIVER PROVISION IS AGREED TO BE A MATERIAL PROVISION OF THIS NOTE AND AGREEMENT AND A MATERIAL INDUCEMENT FOR BANK TO ENTER INTO THIS NOTE AND AGREEMENT. Exhibit B FULTON BANK 'Bank' GUARANTY (ALL LIABILITIES) The Undersigned, intending to be legally bound hereby, and in consideration of the credit heretofore, concurrently or hercafier extended by Bank to _Matt-C=poration._.____._____ ("Burrower"), has entered into this Guaranty and Batik has agreed it) make available or mailnaln such credit for Borrower in reliance hill Wls Guaranty. 1. DEFINITION& As herein the following terms shall have the meanings that follow: The terms "Borrower's Liabilities" or "Liabilities" mean and refer to all existing and future indebtedness and other liabilities outstanding to Bank from Borrower, whether absolute or contingent, direct or indirect, joint, several or independent, held or to be held by Bank for its own account or as agent for another or others, and even if acquired by way of assignment. "Collateral" means all real and personal property, tangible and intangible, of every description, as set forth on any separately executed mortgages or other security agreements or documents granting to Bank a security interest to secure this Guaranty specifically or liabilities of the Undersigned generally; and all property of any nature whatsoever of the Undersigned now or hereafter in the possession of or assigned or hypothecated m Bank for any purpose, and any balance or share belonging to the Undersigned of any deposit, agency or other accounts with Bank and other amounts which may be owing from tittle al time by Bank to the Undersigned. Without limiting the generality of the foregoing, the Cullateral includes the following: NONE 2. CONTINUING SURETY OBLIGATION- The Undersigned dues hereby unconditionally guarantee, and become surety to Bank for The full and prompt payment when due, whether by acceleration or otherwise, and at all times thereafter, of all the Liabilities. This Guaranty is a continuing one and shall be effective and binding on the Undersigned regardless of how lung before or after the date hereof any of Borrower's Liabilities were or are incurred Notwithstanding the foregoing, any one of the Undersigned may at any time not less than 363 days from execution of this Guaranty, give written notice to Bank of such Undersigned's intention to terminate prospectively their surety obligation for Borrower's Liabilities pursuant to this Guaranty. Any notice so given shall be effective with respect to Borrower's Liabilities incurred after receipt by Bank of The written notice, but shall not be effective with respect m, ter terminate tile Undersigned's liability for, Liabilities which are renewals, extensions or modifications of existing Liabilities or Liabilities as o which Bank is then bound by agreement or commitment to thereafter extend. The Undersigned guarantees that all payments and recoveries of collateral (including, but not limited to, the Collateral) applied by Bank to the Liabilities will, when made, or when so applied, be final and not recoverable in any insolvency or bankruptcy proceeding; and agrees that if any amount applied to the Liabilities is recovered from, or repaid by, Bank in whole or in part in any bankruptcy, insolvency or similar proceeding instituted by or against Borrower, the obligation of the Undersigned shall continue to be fully applicable to the amount so repaid or recovered to the same extent as though the amount recovered or repaid had never been applied with respect to the Liabilities. The Undersigned hereby grants to Bank authority nl maintain of record, and ui record, documents necessary to perfect or to continue Bank's perfected interest in the Collateral until such time as Bank is satisfied in its sole discretion that it no longer has exposure to disgorgement. The right of Bank to continue its perfected interest in the Collateral is fin its sole benefit, and the Undersigned shall not be relieved of personal liability for Borrower's Liabilities because Bank elects not to continue an interest in the Collateral 3. AMOUNT OF LIABILITY- The amount of the Undersigned's liability hereunder shall be limited to the maximum principal sum of $ UNLIMITED , plus interest accrued thereon. If no insertion has been made in the preceding space, the amount of the Undersigned's Liability hereunder shall be UNLIMITED. If the amount of the Undersigned's liability hereunder is herein limited, the Undersigned agrees that the amount of Borrower's Liabilities may from time to time exceed the limit of the Undersigned's liability hereunder without in any way affecting or diminishing the obligation of the Undersigned, and that Bank may apply any payment by or on behalf of Borrower with respect to Borrower's Liabilities to or tin account of such of Borrower's Liabilities and in such order as Bank may elect. 4. UNCONDITIONAL LIABILITY- The liability of the Undersigned hereunder is absolute and unconditional and shall not be affected in any way by reason of (a) any failure to retain or preserve, or the lack of prior enforcement of, any judgment or tither rights against any person or persons (including Burrower and any other surety or guarantor) or in any property, (b) the invalidity or unavailability of any such judgment or other rights which may be attempted to be obtained, (c) any delay in enforcing or failure to enforce any such rights even if such rights are thereby lost, or (d) any delay in making demand tin the Undersigned for performance or payment of The Undersigned's obligations hereunder. 5. WAIVERS- The Undersigned hereby waivesall notices of any character whatsoever with respect to this Guaranty and Liabilities to Bank, including but not being limited to notice: of the acceptance hereof and reliance hereon, of the present existence or future incurring ofany of the Borrower's Liabilities to Bank, of the amount, terms and conditions thereof, and of any defaults thereon. The Undersigned hereby consents to doe taking of, or failure to take from time to time without notice to the Undersigned, any action orally nature whatsoever with respe'c't to the Borrower's Liabilities to Bunk and with respect ul any rights against any person or persons (including Borrower or any of the Undersigned) or in any property, including but not being limited to any renewals, extensions, modifications, postponements, compromises, indulgences, waivers, surrenders, exchanges, and releases, and the Undersigned will r-miain fully liable hereon notwithstanding any of the foregoing; provided, however, that tie granting of a release of the liability hereunder of less than all of the Undersigned shall be effective with respect to the liability hereunder of lite one or more Undersigned who are specifically released, but shall in nu way affect The liability hereunder of any of the Undersigned not specifically released. The death or incapacity elf ally of tile Undersigned shall in no way affect the liability hereunder of any other of the Undersigned. The Undersigned hereby waives the benefit of all laws now or hereafter in effect in any way limiting or restricting tie liability of rile Undersigned hereunder, including, without limitation, (i) all defenses whatsoever to the Undersigned's liability hereunder, except the defense of payments made on account of Borrower's Liabilities to Bank and the Undersigned's liability hereunder; (II) all right to stay of execution and exenipuom of properly in any action to enforce rile liability of the Undersigned hereunder; and (iii) THE UNDERSIGNED HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING, WHETHER A CLAIM OR COUNTERCLAIM (AND WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE), WHICH RELATES IN ANY WAY, DIRECTLY OR INDIRECTLY, TO THIS GUARANTY, THE RELATIONSHIP ESTABLISHED UNDER THIS GUARANTY, THE TRANSACTIONS ENTERED INTO IN CONNECTION WITH THIS GUARANTY, OR THE DEALINGS BETWEEN THE PAR'T'IES WITH RESPECT TO THIS GUARANTY; THIS WAIVER PROVISION IS AGREED TO BE A MATERIAL PROVISION OF '['HIS GUARAN'T'Y AND A MATERIAL INDUCEMENT FOR BANK TO ENTER INTO Tim TRANSACTIONS WHICH RESULTED IN THE CREATION, RENEWAL, L'XTENSION OR MODIFICATION OF BORROWER'S LIABILITIES. 6. PAYMENT OF COSTS -- In addition it) all other liability of the Undersigned hereunder and notwithstanding the limit, if any, set forth in paragraph 3 hereof, the Undersigned also agrees to pay Bank on demand all costs and expenses (including reasonable attorneys' fees and legal expenses) which may be incurred in the enforcement of the Borrower's Liabilities or the liability of the Undersigned hereunder. 7. ACCELERATION OF LIABILITIES-- If any of Borrower's Liabilities to Batik are not paid when due or if there occurs a default or event of default under agreements pertaining to any of Borrower's Liabilities, all Borrower's Liabilities to Bank shall at Bank's option and without prior notice Ri the Undersigned he deemed to he forthwith due and payable for purposes of this Guaranty and the liability of the Undersigned hereunder. As between the Undersigned and (lank, the I.wbilities for which the Undersigned is surety hereunder may be declared to he due and payable for purpose's of (his Guaranty notwithstanding any stay, injunction or tither prohibition which may prevent, delay or initiate any such declaration as against Burrower. S. DEFAULT-There shall occur a "Default" under this Guaranty if the Undersigned fails to Pay when due any amount owing hereunder or fails to do or perform any of its obligations under any documents pertaining in the Collateral. If a Default occurs, Bank may exercise its right of setoff and may exercise any and all rights and remedies against the Undersigned or the Collateral as may he available hereunder, under security and other collateral documents pertaining to the Collateral, under the Uniform Commercial Code, or otherwise. The terms of the security and other collateral documents are incorporated herein by reference. The remedies set Forth in those other documents shall be in addition to (filter remedies of the Bank hereunder with respect ht the indclucdness of tlhe Undersigned, including, without limitation, the right to confess judgment against the Undersigned at any time, whether or not a Default has occurred. 9. WAIVER OF SUBROGATION=rhe Undersigned herelry irrevocably waives any and all rights the Undersigned may have at any time (whether arising directly or indirectly, by operation of law or by contract) in assert any claim against Borrower all account of payments made under this Guaranty including, without limitation, any and all rights of subrogation, reimbursement, exoneration, contribution or indemnity. 10, OTHER GUARANTIES- A subsequent agreement of suretyship or guaranty by the Undersigned or any otter obligor shall not be deemed to he in lieu of or in supersede or terminate this Guaranty but shall be construed as an additional or supplementary agreement of suretyship or guaranty unless otherwise expressly provided therein; and in the event the Undersigned or any other obligor has given to the Bank any such agreement of suretyship or guaranty previously, this Guaranty shall be construed to be an additional or supplementary agreement of suretyship, and not to be in lieu thereof or to terminate any such previous agreement of suretyship or guaranty unless expressly so provided herein. 11. MISCELLANEOUS- If the Undersigned consists of more than one person, such persons shall he jointly and severally liable hereunder. This Guaranty shall inure to the benefit of the Bank, its successors, assigns, endorsers and any person or persons, including any banking institution or institutions, to whom the Bank may grant any interest in Borrower's Liabilities, or any of them; and shall he binding upon the Undersigned and the Undersigned's heirs, executors, administrators, successors, assigns, and other legal representatives. The Undersigned intends this to be a sealed instrument and to be legally hound hereby. All issues arising hereunder shall be governed by the law of Pennsylvania. The following paragraph sets forth a warrantor attorney to confess judgment against the Undersigned. In granting this warrantporor attornef to confess Judgment against the Undersigned, the Undersigned hereby knowingly,Intenttonally and voluntarily, and, with optunor ityy the advice or separate counsel of the Undersigned, unconditionally waives any and alt right., the Undersigned has or may have to prior notice and an opportunity for hearing under the respective constitutions and laws of the United States and the Commonwealth of Pennsylvania. CONFESSION OF JUDGMENT - EACH OF THE UNDERSIGNED HEREBY AUTHORIZES AND EMPOWERS IRREVOCABLY THE PROTHONOTARY OR ANY CLERK OR ATTORNEY OF ANY COURT OF RECORD TO APPEAR AND TO CONFESS JUDGMENT AGAINST THE UNDERSIGNED OR ANY ONE OR MORE OF THEM IN FAVOR OF THE HOLDER OF THIS GUARANTY AS OFTEN AS NECESSARY UNTIL ALI. LIABILITIES OF THE UNDERSIGNED HAVE BEEN PAID IN FULL, AS OF ANY TERM, FOR ALL AMOUNTS OWING (WHETHER OR NOT THEN DUE) UNDER THIS GUARANTY, TOGETHER WITH COSTS OF LEGAL PROCEEDINGS AND A REASONABLE ATTORNEYS' FEE FOR COLLECTION (WHICH FOR PURPOSES OF EXERCISING THIS WARRANT OF ATTORNEY TO CONFESS JUDGMENT SHALL BE DEEMED TO BE EQUAL TO 15% OF THE SUM OF THE PRINCIPAL PLUS INTEREST FOR WHICH JUDGMENT IS THEN CONFESSED), WITH RELEASE OF ALL ERRORS, WAIVER OF APPEALS, AND WITHOUT STAY OF EXECUTION. THE UNDERSIGNED HEREBY WAIVES ALL RELIEF FROM ANY AND ALL APPRAISEMENT, STAY OR EXEMPTION LAWS OR RULES OF COURT NOW OR HEREAFTER IN EFFECT. WITNESS SIGNATURES Witness the due execution of this Guaranty on the day of__4/ ?9?aG ??! - (SEAL) ----- -Charles R. Davie _24.i n J ( JG :/ (SEAL) Karen S. Davis ..--(SEAL) Address:-57-So_1kth_Terrace_Road,_ Wormley_aburg,__PA