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HomeMy WebLinkAbout01-6094 COMMERCE BANK/HARRISBURG, N.A., Plaintiff IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA v. CIVIL ACTION - LAW DOCKET NO. 01- bOC1Y (!jUte <=-r~ PAUL B. THOMPSON, Defendant CONFESSION OF JUDGMENT Pursuant to the authority contained in the warrant of attomey, a copy of which is attached to the Complaint filed in this action, I appear for the Defendant, Paul B. Thompson, and confess judgment in favor of the Plaintiff, Commerce Bank/Harrisburg, N.A., and against the Defendant as follows: Unpaid balance of Note (as of October 1, 2001) $32,863.01 Interest on unpaid balance (as of October 1,2001) $1,227.12 Late fees (as of October 1, 2001) $263.45 $3,409.01 Attorneys' collection fee (10% of unpaid principal balance and accrued interest as of October 1,2001) TOTAL (as of October 1, 2001) $37,762.59 Respectfully submitted, METTE, EVANS & WOODSIDE By: ~T?~ P. Beneventano, Esquire Sup. Ct. LD. #43107 3401 North Front Street P.O. Box 5950 Harrisburg, PA 17110-0950 Attorneys for Defendant Commerce Bank/Harrisburg, N.A. Date: October 19, 2001 Judgment entered as above thiS~ay of October, 2001. (L,-f,;;,,,, ~~ PROTHONOTARY () 0 0 c: -on s:: C) -0 (1] n 'q mnl -l r"- Z:o N r'7'1 ze CJ en).': .~ , -<.e' ~:~ ~t.:j -0 "~--I ~() ......~ '~~2 ( ") >8 ~ ;::jnl ~ ~ ~ 5.; (Xl -< . .. COMMERCE BANK/HARRISBURG, N.A., Plaintiff IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW v. PAUL B. THOMPSON, Defendant DOCKET NO. C>I-W1~ C()tL'r~ 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 Plaintiff(s). 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 Bar Association 2 Liberty Avenue Carlisle, PA 17013 (71 7) 249-3166 (800) 990-9108 . . COMMERCE BANK/HARRISBURG, N.A., Plaintiff IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYL VANIA CIVIL ACTION - LAW v. PAUL B. THOMPSON, Defendant DOCKET NO. 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 0 en persona 0 por abogado y archivar en la corte en forma escrita sus defensas 0 sus objeciones alas 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 previa aviso 0 notificacion y por cualquier queja 0 alivio que es pedido en la peticion de demanda. Usted puede perder dinero 0 sus propiedades 0 otros derechos importantes para usted. LLEVE ESTA DEMANDA A UN ABODAGO INMEDlATAMENTA. SI NO TIENE ABOGADO 0 SI NO TIENE EL DlNERO SUFICIENTE DE PAGAR TAL SERVICIO, VAYA EN PERSONA 0 LLAME POR TELEFONO A LA OFICINA CUYA DlRECCION SE ENCUENTRA ESCRITA ABA.JO PARA AVERIGUAR DONDE SE PUEDE CONSEGUlR ASISTENCIA LEGAL. Cumberland County Bar Association 2 Liberty Avenue Carlisle, PA 17013 (71 7) 249-3166 (800) 990-9108 . . COMMERCE BANK/HARRISBURG, N.A., Plaintiff IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYL VANIA CIVIL ACTION - LAW v. DOCKET NO. PAUL B. THOMPSON, Defendant COMPLAINT AND NOW, this 19th day of October, 2001, the Plaintiff, Commerce Bank! Harrisburg, N.A., through its counsel, Mette, Evans and Woodside, hereby files this Complaint pursuant to Pa.R.C.P. 2951(b), 42 Pa.C.S.A., for judgment by confession and avers the following: 1. Plaintiff is Commerce Bank/Harrisburg, N.A. (hereinafter "Commerce Bank"), a national banking association with a principal place of business at 100 Senate Avenue, Camp Hill, Pennsylvania 17001-8599. 2. Defendant, Paul B. Thompson, is an adult individual who, upon information and belief, resides at 33 Elm Avenue, Hershey, Pennsylvania 17033- 1438. 3. On May 14,1999, Commerce Bank extended a commercial loan (hereinafter "Loan") to Tahoe Corporation, dlblt/a Chesapeake Bagel Bakery (hereinafter "Borrower"), the proceeds of which were intended to finance certain . .. leasehold improvements and equipment purchases for a new franchise store to be opened by the Borrower in Hershey, Pennsylvania. 4. The principal amount of the Loan was $50,000. 5. On May 14, 1999, Borrower executed and delivered to Commerce Bank a promissory note (hereinafter "Note") evidencing its obligation to Commerce Bank under the Loan. (A true and correct copy of the Note is attached hereto at Exhibit "A" and incorporated herein by reference.) 6. The Note specifically grants Commerce Bank the authority to confess judgment against the Borrower. 7. Commerce Bank advanced the full amount of $50,000 to Borrower under the Note. 8. On the same date as the execution and delivery of the Note and to in part secure the Loan, Defendant executed an unconditional guarantee (hereinafter "Guarantee") pursuant to which he "absolutely and unconditionally guarantees and promises to pay to Commerce Bank * * * 100% of the Indebtedness [as that term is defined in the Guarantee] of Tahoe Corporation d/b/t/a Chesapeake Bagel Bakery * * * on the terms and conditions set forth in this Guarantee." (A true and correct copy of the Guarantee is attached hereto at Exhibit "B" and incorporated herein by reference; see pg.l thereof under heading "Guaranty".) 9. Pursuant to the express terms of the Guarantee, Defendant "irrevocably authorizes and empowers any attorney * * * to appear at any time for 2 . . Guarantor [i.e., Defendant] after a default under this Guarantee and * * * confess or enter judgment against Guarantor [i.e., Defendant] for the entire principal balance of this Guarantee, all accrued interest, late charges, and any and all amounts expended or advanced by Lender [i.e., Commerce Bank] relating to any collateral securing the Indebtedness together with interest on such amounts, together with costs of suit, and an attorney's commission of 10% of the unpaid principal balance and accrued interest for collection * * *." (See Exhibit "B" on page 3 under heading "Confession of Judgment.") 10. In connection with the Guarantee, Defendant was provided with certain documents explaining the meaning and consequence of the confession of judgment. These documents are identified as "Explanation of Rights - Confession of Judgment" and "Disclosure for Confession of Judgment," true and correct copies of which are attached hereto and identified, respectively, as Exhibits "C" and "D." 11. On May 14, 1999, Defendant executed both documents in connection with the Guarantee. (See Exhibits "C" and "D.") 12. By executing the "Explanation" and the "Disclosure," Defendant expressly and unconditionally acknowledged his understanding that Commerce Bank has the right to confess judgment against him in the event that he defaults on the performance of his duties as a Guarantor of the Loan. 13. Neither the Note nor the Guarantee has been assigned. 3 * . 14. Judgment has not been entered in any jurisdiction on either the Note or the Guarantee. 15. Borrower defaulted in the performance of his obligations under the Note by failing to pay, inter alia, the monthly installments of principal and interest due as required under the Note. 16. Borrower has failed to cure the default under the Note. 17. Commerce Bank has called the Note and declares that the unpaid principal balance, together with accrued interest, attorneys' fees and costs as provided therein, to be immediately due and payable. 18. By letter dated September 10, 2001, Commerce Bank provided Defendant with written notice that Borrower defaulted in the performance of his obligations under the Note. A true and correct copy of the written notice is attached hereto as Exhibit "E" and incorporated herein by reference. 19. Therein, Defendant was instructed to make "payment in full of the remaining Loan balance no later than the close of business on September 20,2001." (Emphasis included.) (See Exhibit "E.") 20. Defendant received notice that the Note was in default. True and correct copies of the United States Postal Service certified mail receipt (Article No. 7001 03600023932) and P.S. Form 3811 evidencing receipt are attached hereto at Exhibit "F." 21. The notice sent to Defendant by First Class Mail was not returned. 4 . . 22. Defendant has failed and refused to cure Borrower's default under the Note. 23. Default was made by the Borrower in the payment of $1,053.80 due on June 14, 2001, and in the payment of all subsequent installments, whereby under the Note and the Guarantee the entire sum is in default and immediately payable. 24. Such defaults are continuing. 25. Defendant is currently liable to Commerce Bank as follows: Unpaid balance of Note $32,863.01 (as of October 1, 2001) Interest on unpaid balance $1,227.12 (as of October 1, 2001) Late fees (as of October 1, 2001) $263.45 Attomeys' collection fee (10% of unpaid principal $3,409.01 balance and accrued interest as of October 1, 2001) TOTAL (as of October 1, 2001) $37,762.59 26. An Affidavit certifying the last known address of Defendant, that (upon execution of the Guarantee) his annual income exceeded $10,000 per year, and that he is not in the military service of the United States or its states or territories, is attached hereto as Exhibit "G" and incorporated herein by reference. 5 . . WHEREFORE, Commerce Bank demands judgment in the sum of $37,762.59, plus all additional sums resulting from Defendant's continuing default, as authorized by the warrant of attorney appearing in the attached instrument. Respectfully submitted, METTE, EVANS & WOODSIDE By: ~?2?~ P. Beneventano, Esquire Sup. Ct. LD. #43107 3401 North Front Street P.O. Box 5950 Harrisburg, PA 17110-0950 Attorneys for Defendant Commerce Bank/Harrisburg, N.A. Date: October 22, 2001 . VERIFICATION I, DAVID C. AMSDEN, a Vice-President and Loan Officer of Commerce Bank!Harrisburg, N.A., hereby acknowledge that I have read the foregoing Complaint in Mortgage Foreclosure and that the facts stated therein are true and correct to the best of my knowledge, information and belief. I understand that any false statements herein are made subject to penalties of 28 D.S.C. H 746, relating to unsworn falsification to authorities. Wv David C. Amsden Vice-President/Asset Quality Commerce Bank!Harrisburg, N.A. Dated: __"0.- ExhibIt A .. ;.... '05.14-1999 Loan No 2811088 . . PROMISSORY NOTE (ContlnuedJ Page 2 BOA"OWER FOR "THe EHTIA" PAINC'PAL "ALA <ce OF "TH'S NOTE, ALL ACCAUEO INTEAEST, LATE CHAAGeS, AND ANY AND ALL AMOUm ""P"NDEl> OA ADVANCI!O BY LEND"," REtA ITN" TO ANY COCLATERAC SECURING "TH'S NOTe TOoEllieR WITli INTEReST ON sue AMOUNTS, TOGI!:TH"R WIlli COSTs OF SUIT, AND AN ATTO"N"Y'S COMMISSION OF TEN PERCENT ('''"''') O~ "THe UNPAID "RINCI"A B........C.. AND ACCRUED 'NTEAEST POA cou .ECTION. BUT 'N "NY EVENT NOT U!S!l "THAN F1v", HUNDRED DOlLARS CSOOO) ON WHIC "UDGM!!NT 0" "UDGMENTS ONE 0" "ORE C>EcUTlONS MAY 'SSue I..MEDIATay; ANO FO" so DO'N13. 1><,s NOTE 0" A COPY OF llil' NOTE V","'F'ED By AFFID"VIT SHALL Be SUI FIC'ENT WAARANT. 11-IE "UlliORrTY GRANTED 'N "THIS NO.... TO CONFESS "UOI3...... "GA'NST BO"AOWEA SH...... NOT BE EXHAUST'D BY ANy EXEAClse OF lHAT "lJn.IOAITY. "UT SHALC CONTINUE FAOM TIME 'TO TIME "N "T ALL TIMES UNTIL PAYMENT IN FULL OF AlL AMOUNTS DUE UNDEA lHIS NOTE. BOAROW"A HEAESY WAIVES ANY AIGHT BOAAOWE "'"y H"VE To NOTICE OA TO A H"""'NG IN ( ONNECTlON WITH ANY SUCH CONFESSION OF "UDG..err. EXCEPT ANY NOTICE ANDIO' HEARIN" REOU'RED UNDEA A........C....LI! ....,. WITH AES"ECT TO EXECUTION OF "THE "UDGMENT, AND STATE$ lHAT "'"THEA A....Aesem-ATlVE OF LENDeR SPECIFICALLY CALLED TH'$ CONFES$ION OF "UDGMENT PAQVISION TO BORROWEA'$ ATl"e'mON 0 "OAAOWER H"-S BEEN REPAESENTED By 'N[ EPENDENT LEGAL COUNSEL lHE LIEN AA'S'NG FADM ANy "UDGM"NT CONFESSED 0 ENTI!"ED PUASU/WT To "TH.. ~OREGO'NG AU rHOArTY SHALL NOT EXTEND TO ANy OF BORROWEA'S RESIOEHTIAL REAL "AOPERr.- , lliAT TEAM'S oeFlNI!!D IN lHe PENNSYLVAN'A ACT OF "ANUARY 30. 1974 (PA. LAWS ". NO. OJ, REFERRED TO AS lliE LOAN II'll"EREST AN PROTECTION LAW, AS AMENDED, "NO THE 'OLDER OF ANY NoGMENT CONFESSED OA ENTERED PURSUANT TO THE FORGOIN AUlHORITY SHALL NOT, 'N ENFoRCEMENT Ot' ANY SUCH JUDGMENT, EXECUTe, lEVY OR O"THERW'SE "ROCEeo AGAINST ANY SUC "ES'DENTlAC AEA.C PAOPEAn"; PROVIDED, HC """"EA, TI,\4T "THE UEN OF SUCH "UoGMENT SHALL EXTEND TO $UCH ReS'DEmlAL REO. PRO""ATY AND "THAT "THE HOlDE" THE""OF 3HALL BE PERMITTI!D TO EXECUTE. lEVY OA P"OCEED AGAINST SUCH RESIDENnAL I'IE "ROPEATY FADM ANO AFTER THEENT!<Y 'oF A "UDG....NT "S CONTEMPLA"TED BY SECTION 407 OF SUCH LOAN IN'rEAEST AN PROTECTION LAW AND RULEs tll6, TO t9<le OF "THE "ENNSYLVANIA RUlES OF C'VIL PROCEDURE, OR SUCCESso" OR SIMILAR STATUTE' AND RULES. NO U..ITATlON OF UEN OR ANv I "'"cunON, LEvY OR O"THER ENFoRC....ENT CONTA'NEo IN "THe '.....EOI"TELY rRECEolN' SENTENce SHA~L APPI. Y WITH RESPECT TO ~ ~Y "UoGMENT 08TA'NED OlHER lH"N BY THE FoR"GOIN13 AUTliORI1Y TO CONFES$ 0 ENTER JUDC3M&IT. PRIOR TO SIGNING 1'lfIS NoTE. ."""O"'R R....O "NO UNDERSTOOD ALL TIft! PROVISIONS OF THIS NO"Il!. ..ORROWI!!R "GReES To THE TERMS OF THE NOT. AND ACKNOWLEDGE 8 RECmPT OF A COMl'LETED COpy OF Tf-tE NOTE. THIS NOn HA.8 BEEN SIGNED AND S.l!!.&J.:eD By 'THe. UNOERSIGNED. BOAAOWIm: T.hoe COrpo...d lv~~~~~ (SI!.AL) . ~ SEAL)D ~'m='.. BV: "~.'''''fi>.;'i:::",._ .u 8.""0 ATTEsT: R:._"d All'.. l....ranm.r.l ~1;~ti:a~~~.:;-lwt'l!~1,~.:~~ WfZ.'NliiN~'~r~~J. ( Corporate S_I ) I..<t.Spt PRO. "'.,g, I .S.~.... T.M'. or_. ".r. 3.Jr&. (8, 18_ C,.. ProS.Nl~ Inr:. ..... """'IIl..........a IPA-Oao f:"2'- MTAnll.Uf Cl.ovL] ".',' , ", ;',;, ,,',:::: " . . PROMISSORY NOTE ' Borrower: Tahoe Corporallon dIbIVa Chesapeake Bagel Bakery (T'N: 541795484) 910 17th Street NW, Suite 800 Washington, DC 20006 and do not limit the appllcabUlry of this document 10 any particular loan or Ifem. Lender: Commerce BankIHarrlsburg. Natlona' Association MaIn Office/Commercial Cost Center P.O. Box 8599 100 Senate A venue Camp Hili, PA 17001-8599 Principal Amount: $50,000,00 Interest Rate: 9,500% Date of Note: May 14, 1999 PROMISE TO PAY. Tshoe Corporallon dIbIVa Chesapeake Bagel Bakery ("Borrower") promises to pay to Commerce BanklHarrlsburg Nallona; Assoclallon ("Lender"), or order, In lawlul money of the United States of America, the principal amount of Fifty Thousand & OOIlOD DOllars! ($50,000.00), together with Interest at the rate 01 9.500% per annum on the unpaid principal balance from May 14, 1999, until paid In full. I PAYMENT. Borrower will pay this loan In 60 payments of $1,053.80 each payment. Borrower's first payment Is due June 14 1999 and all. subsequent payments are due on the same day of each month after that. Borrower's final payment will be due on May 14, 2004, ~nd w,i, be for" all principal and all accrued Interest not yet paid, Payments Include principal and Interest. The annuallnlarest rale lor this No'e Is compuled on a i 365f:l60 besls; that Is, by applying Ihe ratk> 01 lhe annual Interesl rale over a year 01 360 days, multiplied by the ou'standlng principal belance, , mulhplled by the aclual number of days the principal balance Is outs landing. Borrower will pay lender at lender's address shown above or at such _ other p!ace es Lender may designate In wrlllng. Unless othalWlse agreed or required by applicable law, payments will be applied first to accrued l:l unpaid Interest, then to prlnclpa', and any remaining amount to any unpaid collection costs and late charges. ~ PREPAYMENT. Borrower may pay wllhout panaltv all or a portion 01 the amounl owed earlier 'han Ills dUa. Eariy payments will nol, unless agreed 10 ~ by Lender In writing, relieve Borrower of Borrower's obllgallon to continue to make payments under the payment schedule. Rather, they will reduce the principal balance due and may result In Borrower making fewer paymenls. r ::s, LATE CHARGE. If a payment Is 15 days or more lat8. Borrower will be charged 5.000% ot Ihe regularly scheduled payment. ~ DEFAULT. Borrower will be in default if any of the following happens: (a) Borrower falls to make any payment when dUe. (b) Borrower breaks any ~. promise Borrower has made to lender, or Borrower falls 10 comply with or to perform when due any other term, obligation, covenant, or condition ~ conlalned In this Note or any agreement related to this Nole, or In any olher agreement or loan Borrower has wllh lender. (c) Borrowor defaults under ~ any loan.. extension of credit, security agreement, purchase or sales agreement, or any other agreement, In favor of any other creditor or person that ">i may malerially affect Bny of Borrower's property or Borrower's ability to repay this Note or perform Borrower's obligations under lhls Nole or any of the n:: Related Documents. (d) Any represenLallon or statement made or furnished to Lender by Borrower or on Borrower's behalf is false or misleading In any j malerlal respect either now or at the lime made or furnished. (e) Borrower becomes Insolvent, a receiver Is appointed for any part of Borrower's property, Borrower makes an asslgnmenl for Ihe benefit of creditors, or any proceedIng Is commenced either by Borrower or against Borrower under _ any bankruptcy or Insolvency laws. (f) Any credilor tries to take any of Borrower's property on or In which lender has a lien or security Interest. This ~ Includes a garnishment of any of. Borrower's accounts wilh Lender. (g) Any guarantor dies or any of the other events described In lhis default section ........ occurs with respect to any guarantor of this Note. (h) A malerlal adverse change occurs In Borrower's financial condition, or Lender believes the ~ prospect of payment or performance of the Indebtedness Is Impaired. (I) Failure to meet the deadlines required in the Year 2000 Compliance Agreement to be Year 2000 Compllanl or a reasonable likelihood that Borrower cannot be Year 2000 Compliant on or before December 31, 1999. m Lender In good fallh deems IIself Insecure. ~ If any defaull, other Ihan a default In payment, Is curable and if Borrower has not been given a notice of a breach of the same provision ot this Note ~ wilhln the preceding twelve (12) months, It may be cured (and no event 0' default will have occurred) if Borrower, after receiving written notice from Lender demanding cure of such de'aull: (a) cures the default wllhln ten (10) days; or (b) If the cure requires more than ten (10) days, Immediately ~ Inlllales steps which Lender deems In Lender's sole dlscretk>n to be su"lclentto cure the de'ault and Ihereafter conllnues and completas all reasonable c::,.., and necessary steps sufficient to produce compliance as Soon as reasonably practical. ::-..... ~ LENDER'S RfGHTS, Upon default, Lender may, aftar giving such nollces as required by eppllcable law, declare tha enllre unpaid principal belance on ~ this Note and all accrued unpaid Inleresl immediately due, and then Borrower will pay that amount. Upon default, Including failure to pay upon final ~ maturity, lender, at Its opt/on, may also, If permitted under applicable law, Increase the inlerest rate on this Note 2.000 percentage points. The Interest ~ rate will not exceed Ihe maximum rate permitted by applicable law. Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower also will pay Lender thaI amount. This Includes, subJect to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses whether or not there Is a lawsuit, Including attorneys' fees and legal expenses tor bankruptcy proceedings (Including efforts to modify or vacate any automallc stay or InJunction), appeals, and any anticipated post-judgment collection services. It not prohibited by applicable law, Borrower also will pay any court costs, in addition to all other sums provided by law. "Judgment is entered In connection with this Note, interest will continue to accrue on Ihis Note after Judgment at the existing interest rale provided for In Ihis Note. This Note has been delivered to lender and accepted by Lender In the Commonwealth of Pennsylvania. If there Is a lawsuit, Borrower agrees upon lender's requesllo submit to Ihe lurlsdlcUon 01 the courts of Cumberland County, the Commonwealth of Pennsylvania. lender and Borrower hereby waive the right to any jury trlal'n 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 01 Pennsylvania. DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $10.00 it Borrower makes a payment on Borrower's loan and the check or pre8uthorlzed charge with which Borrower pays Is later dishonored. RIGHT OF SETOFF. Borrower grants 10 Lender a conlractual security Interest in, and hereby assigns, conveys, delivers, pledges, and transfers to Lender all Borrower's right, tiUe and interest In and to, Borrower's accounts with Lender (whether checking, savings, or some other 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 accounts for which Ihe grant of a security Interest would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on this Note agaInst any and all such accounts. COLLATERAL. This Note is secured by a 1st lien pri0rlty security interest In all business assets of the Borrower as more fully set forth in the Commercial Security Agreement of even date herewith and to be perfected by UCC-1 Financing Statement; Personal Guarantees of Paul B. Thompson and David W. Sanasack. OPTION TO DECLARE LOAN DUE. Although 'he repaymenl ollhe loan evidenced by this InSlrument has been designed as If II were '0 exlend for the term established In the .Payment" section, hereinabove defined, Borrower understands that lender expressly reserves the righl and oplion, exercisable at Its discretion, to declare the entire unpaid principal balance under this Promissory Nole together with a/l Interest which shall have accrued thereon to be due and payable on the fifth (5th) anniversary of the date of this Promissory Note and on each succeeding Five (5) year anniversary of that, date durino fhR term h~fF"nf h~fl"!ln..ftpf fpferrF"rllo 1'11:\ the'" I"lAn ("...11 n.......n I,., Ih.... ..."",...f 1 "'n,..l.... ,..l"...:~...... I... ",..,.,~..:.._ 11- __ .:~ ',. _' , _" '. _ _I. . .. ~,. ," .. .. \ ~,--' \~ -' I " I , ... \ , , Exhibit B 05-14-1999 Loan No 2811088 COMMERCIAL GUARANTY (Continued) , Page 2 . . Guarantor also waives any and all rights or defenses arising by reason at (8) any .one action" or "anti-deficiency. law or any other law which may prevent Lender from bringing any action, Including 8 claim for deficiency, against Guarantor, before or after lender's commencement or completion of any foreclosure action, either Judicially or by exercise of 8 power of sale; (b) any election of remedies by lender which destroys or otherwise adversely ~ffects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, Including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (c) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, other than payment in full In legal tender, of the Indebtedness; (d) any right to claim discharge of the Indebtedness on the basis of unjustified Impairment of any collateral for the Indebtedness; (e) any statute of limitations, Jf at any time any action or suIt brought by Lender against Guarantor is commenced there Is outstanding Indebtedness of Borrower to lender which Is nqt barred by any applicable statute of limitations; or (f) any defenses given to guarantors at law or In equity other than actual payment and performance of the Indebtedness. If payment Is made by Borrower, whether vofuntarlly or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's trustee In bankruptcy or to any similar person under any federal or slate bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of enforcement of this Guaranty. Guarantor further .waives and agrees not to assert or claim at 8~y time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar fight, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both. GUARANTOR'S UNOERSTANOING WITH RESPECT TO WAIVERS. Guaranlor warrants and agrees that each of tha waivers sat forth abova Is made with Guar~ntor's full knowledge of Its significance and consequences and that, under (he circumstances, the waivers are reasonable and not contrary to public polICY or law. If any such walvar Is dalermined to be contrary '0 any applicable law or public policy, such waiver shall ba effactiva only to the axtant permllled by law or public policy. lENDER'S RIGHT OF SETOFF. In addnlon to all liens upon and rights of seloff against lI1e moneys, securllles or other property 01 Guaran'or given to lender by law, Lender shall have, with respect to Guarantor's obligations to lender under this Guaranty and to the extent permitted by law, a contractu~1 security Interest In and a right 0' setoff against, and Guarantor hereby assigns, conveys, delivers, pledges, and transfers to lender all of Guarantor s right, title and interest In and 10, all deposits, moneys, securities and other property of. Guarantor now or hereafter In the possession of or on deposit with Lender, whether held in a general or special account or deposit, whether held jointly wfth someone else, or whether held for safekeeping or otherwise, excluding however all IRA, Keogh, and trust accounts. Every such security Interest and right of setoff may be exercised without demand upon or notice to Guarantor. No security interest or right of setoff shall be deemed to have been waived by any act or conduct on the part of lender or by any neglect 10 exercise such right of setoff or to enforce such security Interest or by any delay in so doing. Every right of setoff and security Interest shall continue In full force and effect until such right of setoff or security Interest Is specifically waived or released by an Instrument In writing executed by lender. SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agree. that tha Indabtedness of Borrower to lender, whether now existing or hereafter created, shall be prior to any claim thai Guarantor may now have or hereafter acquire against Borrower, whether or not Borrower becomes Insolvent. Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower, upon any account whatsoever, to any claim that lender may now or hereafter have against Borrower. In the event of Insolvency and consequent liquidation of the assets of Borrower, through bankruptcy, by an assignment for the benefit of creditors, by voluntary liquidation, or otherwise, the assets of Borrower applicable to the payment of the claims of both lender and Guarantor shall be paid to lender and shall be first applied by lender to the Indebtedness of Borrower to Lencler. Guarantor does hereby aSSign to lender all claims which It may have or acquire against Borrower or against any assignee or trustee In bankruptcy of Borrower; provided however, that such assignment shall be effective only for the purpose of assuring to lender full payment In legal tender of the Indebtedness. II lender so requests, any notes or credit agreements now or hereafter evidencing any debts or obligations of Borrower to Guarantor shall be marked with a legend that the same are SUbject to thIs Guaranty and shall be delivered to lender. Guarantor agrees, and lender hereby Is authorized, In the name of Guarantor, from time to time to execute and file financing statements and continuation statements andte execute such other documents and to take such other actions as lender deems necessary or appropriate to perfect, preserve and enforce Its rights under this Guaranty. MISCELLANEOUS PROVISIONS. The following mi.cellaneous provisions are a part of II1ls Guaranty: Amendments. This Guaranty, together with any Related Documents, constitutes the entire understanding and agreement of the parties as tO,the matters set forth In this Guaranty. No alteration of or amendment to this Guaranty shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Applicable Law. This Guaranty has been delivered to lender and accepted by lender In the COmmonwealth of Pennsylvania. If there is a lawsuit, Guarantor agrees upon lender's request to submit to the jurisdiction of the courts of Cumberland County, Commonwealth of Pennsylvania. lender and Guarantor hereby waive the right to any Jury trial In any action, proceeding, or counterclaim brought by either lender or Guarantor against the other. This Guaranty shall be governed by and construed In accordance with the laws of the Commonwealth of Pennsylvania. Attorneys' Fees; Expenses. Guarantor agrees to pay upon demand all of lender's costs and expenses, Including attorneys' fees and lender's legal expenses. Incurred In connection with the enforcement of this Guaranty. lender may pay someone else to help enforce this Guaranty, and Guarantor shall pay the costs and expenses of such enforcement. Costs and expenses Include lender's attorneys' fees and legal expenses whether or not there is a lawsuit, Including attorneys' fees and legal expenses for bankruptcy proceedings (and Including efforts to modify or vacate any automatic stay or Injunction), appeals, and any anticipated post-judgment collection services. Guarantor also shall pay all court costs and such additional fees as may be directed by the court. Notices. All notices required to be given by either party to the other under this Guaranty shall be In writing, may be sent by telefacslmlle (unless otherwise required by law), and shall be effective when actually delivered or when deposited with a nationally recognized overnight courier, or when deposited in the United States mail, first class postage prepaid, addressed to the party to whom the notlee Is to be given at the address shown above or to such other addresses as either party may designate to the other In wrltlng. If there Is more than one Guarantor, notice to any Guarantor will constitute notice to all Guarantors. For notice purposes, Guarantor agrees to keep lender informed at all times of Guarantor's current address. Interpretallon. In all cases where there Is more than one Borrower or Guarantor, then all words used In this Guaranty In the singular shall be deemed 10 have been used In the plural where the context and construction so require; and where there Is more than one Borrower named In this Guaranty or when this Guaranty Is executed by more than one Guarantor, the words MBorrowerM and MGuarantor" respectively shall mean all and anyone or more of them. The words "Guarantor,M MBorrower," and "lender" Include the heirs, successors, assigns, and transferees of each of them. Caption headings in this Guaranty are for convenience purposes only and are not to be used to interpret or define the provlsJons of this Guaranty. If a court of competent jurlsdJctlon finds any provision of this Guaranty 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, and all provisions of this Guaranty In all other respects shall remain valid and enforceable. If anyone or more of Borrower or Guarantor are corporations or partnerships, it Is not necessary for lender to Inquire Into the powers of Borrower or Guarantor or of the officers, directors, partners, or agents acting or purporting to act on their behalf, and any Indebtedness made or created in reliance upon the professed exercise of such powers shall be guaranteed under this Guaranty. Waiver. lender shall not be deemed to have waived any rights under this Guaranty 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 operate as a waiver of ,such right or any other right. A waiver by Lender of a provision of this Guaranty shall not prejudice or constitute a waiver of Lender's light otherwise to demand strict compliance with that provision or any other provision of this Guaranty. No prior waiver by lender, nor any course of dealing between Lender and Guarantor, shall constitute 8 waiver of any of lender's rights or of any of Guarantor's obligations 8S to any future transactions. Whenever the consent of Lender Is required under thl. Guaranty, the granting 01 such con.ent by lender In any Instance shall not constlluta continuing con.ent to subsaquent Instances where such c"".ent Is raqulred and In all ca.es such con.ent may be granted or withheld In the sole discretion of lender. ,..~ , 95-14-1999 Loan No 2811088 -, . ::OMMERCIAL GUARANTY (ConUnuRd) Paga3 CONFESSION OF JUDClMIlHT. GU"""'-NTOR HER""y I"''''EVOCABLY AUlliORIZES AND EMPOWERS ANy ATTORNEY OR THE PROTJofONOTARY OR CU!Rk OF ANY COURT IN T <E COMMONWEALTH OF PENNSYLVANIA. OR ELSI!WHERE. TO APPEAR AT ANY TIME FOR GUARANTO'" AFTER A DEFAULT UNOER THIS G JARANTY. AND WITH 0'" WITHOUT COMPLAINT FILED. AS OF ANY TEAM. CONFESS 0" ENTER JUDQMENT AGAINST GUARANTOR FOR rHE ENTI"E PF>INC'PAL BALANCE OF THIS GUARANTY, ALL ACC"Ueo INTEAEST, LATE CHARGES, AND ANY AND ALL AMOUNTS Exp 'NDED OR ADVANCED BY LENDER .........TING TO ANy COLLATE".... seCURING TIiE IN"....TEDNE.... TOGE'rHE" WIlli 'NTEAEST ON SUCH AMOUNTS, TOGETHE" WITH COSTS OF surr, AND AN ATTORNEYs COMMISSION OF TEN PERCENT (1"""1 OF THE UNPAID PRINCIPAL' ALANCE AND ACC"UED INTEREST FOR COLLECTION. BUT IN ANY EVENT NOT U!SS THAN FIVE HUNO"ED DOLLARS ($llOO) ON WHICH JUOe! "liNT 0" JUDGMENTS ONE OR MORE EXECUTIoNS MAY Issue '....EDlATELY; AND FOR so DOING, THIS GUA....NTY OR A COPY OF mil. GUARANTY VERIFIED BY AFFIDAVIT SHAU. SE SUFFICIENT WARRANT. THE AUTHORm GRANTED IN THIS GUARANTY TO CONFESS JOCGMENT AGAINST GUA"ANTOA SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF TIiA' AUTHORITY, BUT SHALL CONTINUE FROM nME T;) TIME AND AT ALL nMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUe UNDER 'tHIS GUAR""TY. GU"""'-NTOR HEFlEBY WAIVES ANY "GHT GUA....NTOR MAY HAve To NOT'ce OR TO A HEARING IN CONNECTION INlTIi ANY SUCH CONFESSION OF JUDGMENT. ExCEM' A> Y NonCE ANDJOR HEARING REOUIRED UNOER APPUCAIlLE LAW WITH RESPECT TO ""econON OF THE JUOG"ENT, AND STAres lli., EITHER A REPRESENTATIve OF lm'<DER S_CIF/CALLY CAI.L&D THIS CONFEsSION OF JUDGMENT P"OVISION To GUARANTOR'S ATTEN" ION 0.. GUARANTOR HAs BEEN ""PRESENTED BY INDEPENDENT LEGAL COUNSEL. THE UEN ARISING F"OM ANY JUDGMENT OONI'I!SSI!I' 0" ENTERED PURSUANT TO THE FOREGOING AlJT1iORITY SHALL NOT El<TI!!ND 1'0 ANY OF GUA"ANTOR'S RESIDENTIAL "EAL PROPERTl AS mAT TEAM IS DEFINED IN THE ~NN$YL.VANIA ACT OF JANUARY 30. 19741"A. LAWS 13. NO. 0), REFERRED 1'0 AS THE LOAN INTEREST AND ""OTECTlON LAW. AS AMENDED. AND lliE HOLDEA OF ANY JUDGMENT CONFESSED OR ENTERED PURSUANT TO lliE FORGOING AU OiORITY SHALL NOT. IN ENFORCEMENT OF ANY SUCH JUDGMENT. EXECUTE, LEvY OR OTHI!AWISE PAoce:m ABAfNST ANY SUCH AESDENTlAL REAL PROPERTY; PAOVIDI!D, HOWEVER. ~T THe l.IEN OF SUCH JUDGMENT SHALL ExTEND TO SUCH RESIDENTIAL REAL PR. 'PEATY AND ""'AT THE HOLDER THEREOF SHALL BE PERMITTED TO EXECUTE. LEVY OF PROCEED I\(];AINST SUCH R~IO~AI. REAl. PR. )PEATY FROM AND AFTER lliE ENTRy OF A .JUDGMENT AS CONT1!MPLATED BY SEeTIOl\ <<T7 OF SUCH LOAN INTEREST AND PROTECTlON -AW AND RlILES 2"1 TO 2ne OF THE PENNSYLVANIA RULES OF CIVIL PROCEDURE. OR SUCCE8SOA OR 81MILAA: STATIJTES AND AUU 8. NO l.rMl'tATlON OF LIEN OR ANY ExECl1110N, LEVY OR OTHER ENFORCEMENT CONTAlNI!D IN THE 'MMeDlA.TI!l.Y PRECEDINGI SEI rTENCE SHALL APPLy WITH RESPECT TO ANy JUDGMENT OBTAINEO OTHER THAN BY THE FOREGOING ALJn..tOAfTY' TO CONFESS OR EJ'I.rTER JUDGM.l!NT, RACH UNDMSlGNI!D QUA.FlANTOR ACKNOWLEt OES HAVING READ ALL TH. PROVISIONS Oflt THIS GUA~"'NTY AND AOREES TO ns TeAMS. IN ADbthON. iliAC" QUARANTa.. UNDe 'STANDS TliAT T1fIS GUARANTY IS EFFECnVE UPON GUARANTOA'S EXEcunON AND D.EU\fERY OF ntI$ GU...ft.,NTY TO LENDEPI AND . HA.T THE GUARANTY WILL CONTlNUE UNTlL TERMINATED rN' TH~ MANHf!ft SET PORTH 'N THE SEC110N TITLED ""DURATlON OP' GUARAN "Y.. NO FoRMAL ACCEPTANCE BT LENDER IS NECESSARY TO MA.Ka: THISI GUARANTY EFFECTIVE. THIS GUARANTY 'S DA'TWD AllAY 1'" t f98. ::::::::::.. II '(j""'1JND S:LED BY THE UNDER8IClNI!D, . ~ ~~~. ~SEAL) PaulB.Tho SllIned. lIdcnowledgocl' and del'vered In the pt'eeenOf 0': X Wf..._ X WItn_ LA$IiA "'RO. R... v,s. Pft. & "t.M. Orr., v... :lI:a.e.<<.., 18., Cl"1 F'PltS.rvIl:<111, ao.o. All n..... '""'.....-_l..~o OSTHtlLu.! c1.0YLI ~ COMMERCIAL GUARANTY References In the shaded area Bre for lender's use ani and do not limit the a lIcablli of this document to an Borrower: Tahoe Corpora lion dIbIVa Che.apeak. Bagel Bakery (TIN; 541795484) 910 17th Street NW. Suite 800 W..hlngton, DC 20006 Lender: Commerce BankIHarrlsburg, National Association Main Office/Commercial COlt Center P.O. Box 8599 100 Senate Avenue Camp Hili, PA 17001-8599 Guarantor: Paul B, Thomp.on 560 N Street NW Wa.hlngton, DC 20024 AMOUNT OF GUARANTY, Thl. I. . gu.ranty of p.ymenl of 100.000"10 of th. Not., Inc'udlng without limitation tho prinCipal Not. amounl or Filly Thou.and & 00/100 Dollar. ($50,000.00). GUARANTY. For good and valuable consideration, Paul B. Thompson ("Guarantor") absolutely and unconditionally guarantees and promIses to pay to Commerce BankIHarrlsburg, National AlsDelatlon ("Lender'" or It I order, In legal tender of the United Slates of America, 100.000% of , Ihe Ind.bledn... (as that term I. defined below) or Taho. Corporation dlbNa Che.apeake B.g.' Bakery ("Borrow.r") to Lender on th. lerm. and conditions let forth In thl. Guaranty. Guarantor agrees that Lender, In Its sole discretion, may determine which portion of Borrower's Indebtedness to Lender Is covered by Guarantor'. percentage guaranty. DEFINITIONS. The following words shall have the following meanings when used in this Guaranty: Borrower. The word MBorrower" means Tahoe Corporation dlblt/a Chesapeake Bagel Bakery. Guarantor. The word MGuarantorM means Paul B. Thompson. Guaranty. The word MGuarantyM means this Guaranty made by Guarantor for the benefit of Lender dated May 14, 1999. Ind.btedn.... Ths word .Ind.btedn.... m.an. th. Not., InCluding (a).II prlnclpel, (b) all Int.rs.t, (c).II lats ch.rg.., (d) all loon f... .nd loan charges, and (e) all collection costs and expenses relating to the Note or to any collateral for the NOle. Collection costs and expenses Include without limitation all of Lender's aUorneys' fees and Lender's legal expenses, whether or not sullls Instituted, and' aUorneys' fees and legal expenses for bankruptcy proceedings (Including efforts to modify or vacate any automatic Slay or Injunction), appeals, and any anticipated post-judgment collection services. Lender. The word "Lender" means Commerce BanklHarrlsburg, National Association, Its successors and assigns. Note. The word MNote" means the promissory note or credit agreement dated May 14, 1999, In the original principal amount of $50,000.00 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. Related Documents. The words "Related DocumentsM mean and Include without limitation all 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 UABILITY, Th. maximum liability or Guarantor under thl. Guaranty .h.1I not.xceed at.ny on. 11m. 100.000% of th. amount of the Indebtedness described above, plus a" co.ts and expenses of (a) enforcement of this Guaranty and (b) collection and sale of any collateral .ecurlng thl. Guar.nty, The above limitation on liability Is not a restriction on the amount of the Indebtedness of Borrower 10 Lender either In the aggregate or at anyone time. If Lender presently holds one or more guaranties, or hereafter receives additional guaranties from Guarantor, the rights of Lender under all guaranties .hall be cumulatlv.. Thi. Gu.ranty .h.II not (unles. .pecifically provided below 10 the contrary) aftect or invalldal. any such olh.r guarantle.. Th. liablllty of Guarantor will be the aggregate liability of Guarantor under the terms of this Guaranty and any such other unterminated guaranties. NATURE OF GUARANTY, Guarantor Intend. 10 guarante. al.II time. Ihe performancs and prompt payment wh.n du., wh.lh.r at maturity or .arller by r...on of acceleration or oth./Wlse, of all Indebtedn... wilhin tho IImils .el forth In th. preceding section of thl. Guaranty. DURATION OF GUARANTY. Thi. Guar.nty will lake .flect wh.n received by Lsnder wilhoulth. neces.ity of any .ee.ptanc. by Lend.r, or any notlcs to Guarantor or to Borrower, and will continue In full force until all Indebtedness shall have been fully and finally paid and satlsfled and all other obligations of Guarantor under this Guaranty shall have been performed in full. Release of any other guarantor or termination of any other guaranty of the Indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation received by Lender from anyone or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. GUARANTOR'S AUTHORIZATION TO LENDER: Guarantor .uthorlz.. Lend.r, without nolle. or d.mand and without I...enlng Guarantor'. liability under this Guaranly, from time to time: (a) to make one or more additional secured or unsecured loans to Borrower, to lease equipment or other goods to Borrower, or otherwise to extend additional credit to Borrower; (b) to alter, compromIse, renew, extend, Iccelerste, or otherwise change one or more times the' time for payment or other term. of the Indebtedness or any part of the Indebtedn.... IncludIng Increase. and decreases of the rate of Interest on the Indebtedness; extensions may be repeated and may be for longer than the original loan term; (c) to take and hold securlly for the payment of this Guaranty or the Indebtedness, and exchange, enforce, waive, subordInate, fall or decide not to perfect, and release any such security, with or without the substitution of new collateral; (d) to release, substitute, agree not to sue, or deal with anyone or more of Borrower's sureties, endorsers, or other guarantors on any terms or In any manner Lender may choose; (e) to determine how, when and what application of payments and credits shall be made on the Indebtedness; (f) to apply .uch .ecurlty .nd direct the ord.r or manner of sale thereof, Including wlthoutllmltallon. .ny nonjudicial .al. permitted by the terms of the controlling security agreement or deed of trust, .1 Lender In Its discretion may determine; (g) to sell, transfer, a..lgn, or grant partlclpallon. In all or .ny part of the Indebtedn...; and (h) to ...Ign or Iran.fsr thl. Gu.r.nly In whol. or In part. GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Gu.r.nlor repre.ent. and warrants to L.nder that (a) no repr..entetion. or agr.em.nts of .ny kind havs been mad. to Guar.ntor which would Iimil or qualify In any wey the terms of thl. Guaranty; (b) this Gueranty I. .xecuted at Borrower's request and not at the request of Lender; (c) Guarantor has full power, right and authority to enter Into this Guaranty; Cd) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other Instrument binding upon Guarantor and do not result In 8 vlofallon of any law, regulation, court decree or order applicable to Guarantor; (e) Guarantor has not and will not, without the prior wrlUen consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (1) upon Lender's request, Guarantor will provkfe to Lender financial and credit Information In fonn acceptable to Lender, and all such financlallnformation which currently has been, and all future financlallnformallon which will be provided to Lender Is and will be true and correct In all material respects and fairly present the financial condition of Guarantor as of the dates the financial Information Is provided; (g) no material adverse change has occurred In Guarantor's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condltfon; (h) no lIt1gaUon, claim, Investigation, administrative proceeding or slm"ar action (Including lhose for unpaid taxes) against Guatantor Is pending or threatened; ei) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and 0> Guarantor has established adequate means of obtaining from Borrower on 8 continuing basis information regarding Borrower's financial condition. Guarantor agrees to keep adequately Informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that Lender shall have no obligation to disclose to Guarantor any information or document. .cquired by Lend., In Ihe cour.. of its relation.hip wllh Borrower. GUARANTOR'S WAIVERS. Except a. prohlblled by appllcabl.law, Gu.rantor waives any right to require Lender (a) to continue lending money or to extend other credit to Borrower; (b) to make any presentment, prolest, demand, or notice of any kind, Including notice of any nonpayment of the Indebtedness or of any nonpayment related to any coflateral, or notice of any action or nonactlon on the part of Borrower, Lender, any surety, endorser, or other guarantor In connection with the Indebtedness or in connection with the creation of new or additional loans or Obligations; (c) to resort tor payment or to proceed directly or at once against any person, Including Borrower or any other guarantor; (d) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (e) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (I) to pursue any other remedy within Lender's power; or (g) to commit any act or omission ot any kind, or at any time, with respect to any maUer whatsoever. If now or h.realt.r (a) Borrow.r .hall b. or become Insotvenl, .nd (b) the Indeblednes. .hall not at all time. unlll paid be fully secured by collat.ral pledged by Borrower, Guarantor hereby forever waives and relinquishes In favor of Lender and Borrower, and their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no lime shall Guarantor be or become a "creditorM ot Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision at the Federal bankruptcy laws. r I , i I Exhibit C COMMERCIAL GUARANTY lslilflf@!;IJiJ Guarantor: Dlvld W. S"n","ck 3517 Surrey Drive Alexlndrll, VA 22309 Lender: Commerce BankIHarrlsburg, National Association Main Office/Commercial Cost Center P.O. Box 8599 100 Senate Avenue Clmp Hili, PA 17001-11599 AMOUNT OF GUARANTY. Thl. I. I guarlnty of plymenl of 100.000% of Ihe Nole, Including without IImltltlon the principal Nole Imount of Fifty Thou.lnd & 001100 00111.. ($50,000.00). GUARANTY. For good and valuable consideration, David W. Sanasack ("Guarantor") absolutely and unconditionally guarantees and promises to pay to Commerce BankIHarrlsburg, National Association ("Lender") or Its order, In legal tender of the United States of America, 100.000% of the Indebtedness (al that term Is defined below) of Tahoe Corporation dlbNa Chesapeake Bagel Bakery ("Borrower") to Lender on the terms and conditions let forth In this Guaranty. Guarantor agrees that lender, In Its sole discretion, may determine which portion of Borrower'. Indebtedness to Lender Is covered by Guarantor'. percentage guaranty. DEFINITIONS. The following words shall have the following meanings when used In this Guaranty: Borrower. The word -Borrower" means Tahoe Corporation dlblVa Chesapeake Bagel Bakery. Guarantor. The word "Guarantor- means David W. Sanasack. Guaranty. The word -Guaranty- means this Guaranty made by Guarantor for the benefit of lender dated May 14, 1999. Indebtedn.... The word "Indebtedness" means the Note, Including (I) all principal, (b) all Interest, (c) III late chargas. (d) all loan leIS and loan charges, and (e) all collection costs and expenses relating to the Note or to any collateral for the Note. Collection costs and expenses Include without limitation all of le~er's sUomeys' fees and lender's legal expenses, whether or not suit Is instituted, and aUomeys' fees and legal expensss for bankruptcy proceechngs (Including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services. Lender. The word "lender" means Commerce BanklHarrisburg, National Association, Its successors and assigns. Note. The word -Note- means the promissory note or credit agreement dated May 14, 1999, In the original principal amount of $50,000.00 trom Borrower to Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the promissory note or agreement. Related Document.. The words "Related Documents- mean and include without limitation all 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 shall not exceed at anyone time 100.0000/. of the amount of -the Indebtedne.. described above, plus all costs and expenses of (a) enforcement 0' this Guaranty and (b) eollectlon and sale 0' any eollateral .ecurlng thl. GUlranly. The above limitation on liability Is not a restriction on the amount of the Indebtedness of Borrower to Lender either In the aggregale or at anyone time. It Lender presently holds one or more guaranties, or hereafter receives additional guaranties from Guarantor, the rights of lender under all guaranties shall 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 Ihe aggregate liability of Guarantor under the terms of thIs Guaranty and any such other untermlnated guaranties. NATURE OF GUARANTY. Guarantor Inlends to guaranlee at all times the performance and prompt payment when due, whether at maturity or earlier by reason of acceleration or otherwise, of all Indebtedness within the limits set forth in the preceding section of this Guaranty. DURATION OF GUARANTY. This Guaranty will take effect when received by lender without the necessity of any acceptance by Lender, or 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 obligations of Guarantor under this Guaranty shall have been performed In full. Release of any other guarantor or termination of any other guaranty of the Indebtedness shall not affect the liability of Guarantor under thIs Guaranty. A revocation received by Lender from anyone or more Guarantors shall not affect the liability of any remaining Guarantors 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 time to time: (8) to make one or more additional secured or unsecured loanl to Borrower, to lease equipment or other goods to Borrower, or otherwise to extend additional credit to Borrowerj (b) to alter, compromise, renew, extend, Beceler.te, or otherwise change one or more times the time for payment or other terms of the Indebtedness or any part of the Indebtedness, Including Increases and decreases of the rate of Interest on the Indebtedness; extensions may be repeated and may be for longer than the original loan termj (c) to take and hold security for the payment of this Guaranty or the Indebtedness, and exchange, enforce, waive, subordinate, fall or decide not to perfect, and release any luch security, with or without the substitution of new eollaterali (d) to release, substitute, agree not to sue, or deal with anyone or more 0' Borrower', .uretles, endorsers, or other guarantor. on any terms or In any manner Lender may choosej <e) to determine how, when and what application of payments and creellts shall be made on the Indebtednessj (f) to apply .uch .ecurlly and direct th. order or mlnner of IIle Ihereof, Including wlthoutllmltlUon, Iny nonjudlclll .11. permitted by th. terms of the controlling security agreement or deed of trust, as lender In Its discretion may determine; (g) to sell, transfer, assign, or grant plrtlclplUon. In III or Iny plrt of the Indebledne..; Ind (h) to 1..lgn or Irln.f.r Ihl. Guarlnty In whol. or In plrt. GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guaranlor represents and warrlnts to Lender Ihat (a) no represents"ons or Igreements of any kind have been made to Guarantor whJch would limit or qualify In any way the terms of this Guaranty; (b) this Guaranty Is executed at Borrower's request and not at the request of lender; (c) Guarantor has tull power, right and authority to enter Into this Guaranty; (d) the provisions of this Guaranty do not connict with. or result In a default under any agreement or other Instrument binding upon Guarantor and do not result In a violation of any law, regulation, court decree or order applicable to Guarantor; (e) Guarantor has not and will not, without the prior wriUen consent of lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any Interest therein; (f) upon Lender's request, Guarantor will provide 10 Lender financial and credit Information In form acceptable to Lender, and all such financlallnformatlon which currently has been, and all future tlnanclallnformatlon which will be provided to Lender Is and will be true and correct In all material respects and fair1y present the financial condition at Guarantor as of the dates the financial information Is provided; (g) no material adverse change has occurred In Guarantor's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (h) no litigation, claim, Investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation 10 Guarantor as to the creditworthiness of Borrower; and 0) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees 10 keep adequatelylntormed from such means of any facts, events, or circumstances which might to any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that Lender shall have no obligation to disclose to Guarantor any Information or documents acquired by lender In the course of Its relationship with Borrower. GUARANTOR'S WAIVERS. Excepl as prohibited by applicable law, Guarantor waives any right to require Lender (a) 10 conlinue lending money or to extend other credit to Borrower; (b) to make any presentment, protest, demand, or notice of any kind, Including notice ot any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonactlon on the part of Borrower, Lender, any surety, endorser, or other guarantor In connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (c) to resort for payment or to proceed directly or at once against any person, Including Borrower or any other guarantor; (d) to proceed directly against or exhaust any collateral held by lender from Borrower, any other guarantor, or any other person; (e) to gIve notice of the terms, time, and place of any public or privlte sail of personal property sacurity held by Lendar Irom Borrower or to comply with Iny other Ippllcable provisions of the Unilorm Commercial Code; (I) to pursue any other remedy within lender's power; or (g) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. If nOW or hereaner (a) Borrower shail be or become insolvan!, and (b) the Indebtedness shail not at ailUmes until paid be fuily secured by coilateral pfedged by Borrower, Guarantor hereby forever waives and relinquishes in favor of lender and Borrower, and their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor- of Borrr '"'r withIn the meaning of 11 V.S.C. section 547(b), or anll successor provision of the Federal bankruptcy laws. ........... ;,A-F-,[(iAI ,'Oe . '';, H>(;,,-,,I' Exhibit 0 : . .' ~ ;, ' .; .". :.: '....:-....: , ':,::.:1;,': . ~..'.., ;;: .}~. . .; ":,\':.\k':~~V/';::\;:: . , . FOR USE WITH GUARANTY CONTAINING CONFESSION OF JUDGMENT CLAUSE EXPLANATION OF RIGHTS-CONFESSION OF JUDGMENT 1. On the date hereof, Paul B. Thompson residing at 560 N Street NW, Washington DC (the "Guarantor") as Guarantor executed a Commercial Guaranty '"Guaranty") in favor of Commerce Bank/Harrisburg, N.A., its successors and assigns ("Commerca") guaranteeing the payment and performance of the obligations a defined therein, The obligations include loan proceeds issued or to be issued by Commerce to or for the benefit of Tahoe Corporation d/b/t/a Chesapeake Bagel Bakery, 910 17th Street NW, Washington DC, (the "Borrower"). Guarantor desires to induce commerce to close the loan to Borrower, Guarantor understands clearly and specifically that by signing the guaranty, which contains a Confession of Judgment Clause: (a) Guarantor authorizes Commerce to enter a Judgment against Guarantor and in Commerce's favor; which will give Commerce a lien upon any real estate which the Guarantor may own; (b) Guarantor gives up the right to any notice or opportunity to be heard prior to the entry of such Judgment on the records of the court; (c) Guarantor agrees that Commerce can enter the Judgment after default as defined in the Guaranty or in any other Related Document or Related Documents as defined therein executed by borrower simultaneously herewith; (d) Guarantor subjects Guarantor's property, real, personal and mixed, to execution and sheriff's sale, pursuant to the Judgment, prior to proof of non-payment or other default on Guarantor's part; (e) Guarantor will be unable to challenge the Judgment, should Commerce enter it except by proceeding to seek relief from or to open or to strike the Judgment, and such a proceeding will result in attorneys' fees and costs which the Guarantor will have to pay; (f) Guarantor gives up the right to require Commerce to present a sworn document setting forth in non- conclusory terms the basis for its claim before obtaining a writ of garnishment or a writ of attachment or a writ of execution; (g) Guarantor agrees that the writ of garnishment or writ of attachment or writ of execution may be issued without notice and without the necessity of a review and approval by an official vested with requisite discretion; and . .~:",.,".;:\:'j? .... , . 3. Fully. c. P which Guarantor has prIor t !. 9 aWare that th... r-ights will Ib Guarantor signs the guarantY:8 d voluntarilv chooses to sign t .it being to give up waive~ reU :q paragraph 2 abovel. and subj \c paragraph 1 above. ' CONTAINS THE CONA: UNDERSTANDS THAT QUA to havo notlee and an oppon ,ni y ~ be he right to have the burden ot 1'0 i default property can be exposed to ': ~ tachme 'to avoid the additional elCpa" Ie ~ ttorney from or opening and striking 10 , a judgma present a SWorn document $ :ti 9 "h in c beforo Commerce obtains a rri f garnish execution; fe' the rfght to co i:fi 0 attachment or a writ of ex vested wl'th requlsit. jurisdic after seizure of or levy or Commerce must demonstrat DGMENT ClAUSE. GUARANTOR HAVE THE FOLLOWING: (el the right prior to entry of the .Judgment: (b) the at Upon Commerce before Guarantor.s garnishment or execution; (c) the right ees Bod cos'ts incident' t'o seekIng relief (dJ the right to require Commerce to -conclusory terms the basis of lu claim nt or 8 writ of attachment or a writ of ce of . writ of gamishment or a writ of and review and approval bv an official rtunity for or right 1:0 8 prompt heering arantor.s property; at which hearing elidity of its claim and that Guarantor up Borrower's conSTitutional right to owinglV understanding the.e rights arantv and 'this inftrllmen't and clearlv aived; relinquished and abandoned if ent; Guarantor ne'Vortheless freely and this InstrUment, Guarantor', Intention. don its known rights as described In rself to the circumstances described in 4. Guarant ir instrument ha"e been execu td lb) at an tim.. material heret, with the execution of 'the IU r panicular the Guaranty end t Is n end this Instrumen~ with Gua tn or' 5~ Whenev: t~1 used in the singular will be C ,In will Include each other gende · t:hat (a) t:he Guaranty and this leI tran.a~lon for buslnes. purposes; represented bv counsel in connection ery other ReJat:ed Documentr and in d CcJ Guarantor rovlewed the Guaranty before signing Lhem. of this instrument require.; all "terma Iura' and vice vorS8r and each gender Oat:ed t ~ day of May 1999. GUARANTOR FULLY UNDERSTANDS Y BOUND HEREBY. GUARANTOR HAS READ THI : ITS CONTENTS AND INTEND, GUARANTOR: 6~ BY: NA Ii ~I ExhIbIt E '..~:\:.<;.:/..:..: ; Borrower: Tahoe Corpanrtlon dIbIt1a a..s.....:II Ba,.. ~ cnN: S417SS4at1) a10' 171h ........ NW. SU,.. eGo W"""ngton. Dc 2DOOS Gu.r.ntor: .....11.. The'tlf c. Ao N s.r...: NW W.....lngton, DC 2Oa24 Lender: c_....n__ e..frIIfIn1aburw,. NarIorMl 4- ~IGft Main Oft'f~IIWI'.WOIaI Cost Cent. P.O. Box U.. 100 s..... A".....,.. c...p HI" Pili. 17001-85" DISCLOSUflE FOR CONFESSION OF JUDGMENT I - IDU!CunNG, T1fta / -{ DAY Of' AI ,aT ' 1.22... A GUAAANTY OF A PRO......O"Y N011! 1'01 SSG.ooo.oo OBL.lCUTINQ IE. TO "'PA Y THAT ~ UiIT. A. I UNDt!ASl"AND nlAT nil! GUARANTY CON TAlNS A CONFEsslDN OF JUDG_NT PROVISION THAT WOULD "'"I'lMIT LEND"" 1'0 '""'- oIUOQlmNT AGAINST'" 'N COURT. """ iPI A DEFAULT ON TltE GUAR..NTY. WfJ'HOLrr ADVANce NOTICl! TO ME AND WITHouT O..........G - AN O~NnY To DeNND '_ST T1f1! .......Y OF J~, IN EXI!etInNQ THE GUAAANTY, _NG AlULV "WARE OF MY "'GHT'S TO ADVANCII NOTICE AlII> To A ......RlNG TO CONTESrr nil! VAUDITY OF ANY oRJDQUIINT OR OTHER CLJU_ THAT LlENDI!R MAY ASSERT AGAINST - UNDIIR THE GUAfIANTY, I AM kNOWINGLY, IHnlLUGI!NTt.Y. AND VOLUNTAAlLY WAIVING THesE "'GHTs, INCWDlNG ANY ItIGHT To ADYI NCII Nonce OF TlfE ",,",Y OF .JUDGMEWT. AND I IDCPRhaLY AGRI!!! AND CONSeNT To LENDER" -.-.- JUDG_NT ......... .... 8y CON"""SlON AS PROVIDED FOR IN THI! CONFEssION Of' JUDGMeNT PfIOVIlMON. INITIALS: :'..'Ur~..r~ II. 'FURTHIIR UNDImSTAND T1fAT 'N ADDII1->N To GIVING Ll!NDI!A TltE RIGHT To ENT1!R JUDGMENT ACiIAINST ... WITHOUT ADVANCE NOnCE Oft .. HI!ARING. TltE CON..... liON OF .JUDGMENT PAOVlS.ON IN mE GUARANTY ......0 CONTAINS LANGUAGE ntAT WOULo Pl!R..,. LENDER, """,,, I!H1'RY OF .... ......IlHT, TO II.Xl!CUTe ON ntII JUDGMENT BY FOReCLOSING "'ON, ..TT..CHING. I.E\mNG ON. TAkiNG POSSEsSION OF OR DnfI!AWlSE SEIZING MY PIOOPl!R1"Y, IN I'UUL OR PAI'IT1AL PAY.....,. OF THE JUDGMENT. HO~..... LENDER MIST PROVIDe NDTICE ,:> _ UND", APPUCABLE LAW IN IIl<IlCUTlNG "NV CDNFEsseo JUDGMENT, 'N exECUTING TltE GUARANTY, BEING FULLY.... 'AAe OF MT R........ TO ....VANCO! NOTles AND A ......._ AI'11IR JUDGM,.,.,. IS I!NT1!Am AND &EPO". ~U'11()N ON THe . UDG"'NT. I .... kNOWINGLY, INTELLIGENTLY AND VOLUNTARILY WAIVING TltESE RIGHTS, ANI> I I!XPRESSI.. Y AGREE AND CONSI,NT TO LENDER's I!XECUTJNG ON THO! .JUDGMENT. IN ANY MANNEIl .............., BY APPlICA,Bl.E STATIi AND AlDliRAL LAW. 'NntAIS: ~:r~'~1 Co "/"TG .....VlNG READ _D D.....R...NI!D ~ 'HIctt OF ruE FOULOWING ..,....TI!MI!NTs ARE "PPLlCABLE. AND BY F'LAClNa MY 'N"nALs NEXT TO EACH STA1'EM1!NT' wtNCH APF uu. I ".PAI!SI!NT mAT: 1Nn1AL$ . 1, ,w....s REP'RESBfT1!D By II'( OWl I INDEPENDENT LEGAL COUNSEL IN CONNl!e'nON WITH THE GUARANTY. 2. A REPRESENTATIVE OF' LBlD!R SPECIFICALLy CALLED THE CON_ION OF JUDGMEHr PROVISION IN TltE GU..."ANTY TO MY ATTENTION. D. I cemFY TliAT MY ANNUAL INCOME EXc EEDS $1"'-, TliAT m. .LANkS IN "THIS DISCLOSURE WEAE FILLED IN WHEN I INmALED AND SIGNED JT: AND THAT I REcRYEr A COPY AT nfEllMe OF Sl13N1NQ. mlSDl . :':.~i.::.":~ ~~~Rf:.;~ ( Corporata S_I ) UUiCA PRO. "-0.0.3....... .. T."'. 01'/'.. v.,. UII!!. ee) 1_ a:J P..___ ..... ... w.. I"_.I~A~ "".JIII!! OIlTNfS.I,I<(CI.OVl.I .. . Commerce _Banko. September 10, 2001 Paul B. Thompson 33 Elm Avenue Hershey, PA 17033-1438 RE: Tahoe Corp. dlbltla Chesapeake Bagel Bakery Loan Account #2811088 Dear Mr, Thompson, This will serve as formal notification that Tahoe Corporation is in default on the above loan because the account is still due for the June 14, 2001 payment, the July 14, 2001, and the August 14, 2001 payment. As a Guarantor on this loan you are personally liable on this obligation. Commerce BanklHarrisburg, N.A. (Commerce) is hereby demanding from you payment In full of the remaining loan balance no later than the close of business on September 20, 2001. No partial payments will be accepted. The amount due at this time is as follows: Principal Interest through 9/9/01 Late fees through 9/9/01 TOTAL $32,863.01 1,036.33 210,76 $34,110.10 The loan continues to accrue interest at the rate of nine and one half (9.50%) per annum with a current daily interest accrual of $8.67. Should the loan balance not be paid in full by the close of business on September 20, 2001 as demanded herein, be advised that the Bank will pursue all legal remedies against you as explained in the Promissory Note and your Guarantee. If you have any questions on this matter, you may call me at (717) 972-2881. UJ:--.. David C. Amsden Vice President IAsset Ouality DCA cc: Guy Beneventano, Esq. cc: George Gunnett Via Certified Return Receipt Requested U.S. Postal Service Mail Via Regular U.S. Postal Service Mail Commerce Bank, N.A. P.O. Box 8599 100 Senate Avenue Camp Hill, Pennsylvania 17001-8599 EldlIbIt F ~ - .. SENDER: " -Coq1p1eteltams 1 and/or 2 for additional Mrvlce.. ~ -Complete items 3, 48, and 4b. . : .Print yotJr name and address on the I1Iverse of this form 10 that we can retum this ... card to you. ~..,..., -Attach this form to the front 0' the mallp1ece, or on the back If space do.. not e permit. . -Write -Return Rsceipt Requested" on &he ma/Jpiece betow the article number. = -The Retum Receipt win show to whom the atticJe waa delvered and the date . c dellv8l'ed. o '0 3. Artfcle Addre.sed to: ~ 'li. E o u 7001 0360 0002 3932 9115 I also wish to receive the following servlc.. (for on .xtra f..): 1. 0 Addr....a.. Addr... 2. 0 R.lI$trlcted D.liv.1)' Consult poslmaster for f... Paul B. Thompson 33 Elin Avenue Hershey, PA 17033-1438 4b. Sarvlce Typ. CJ Reglst.red EI Cartffled CJ Express Mail CJ In.ur.d CJ R.turn RecoIpt for Merthandlso CJ COD 7. Dale of DelivaI)' 9 If '() 8. Addr.....'. Address (Only if reqUBSted and fee /spaid) G'; u ~' Vi "'I' a -, ~I i 'E' " 'i II: '" c ;; " 15 - "I g.. if r I 5. Received By: (Print N8f!lS) .;11 vi 't.. 'rt......./r.~_. !; 8. Signature: (Addressee or gent) g. X c-/\'"'---L",,--- . .!! PS Fonn 3811, December 1994 102595.97.8-0179 Domestic Return Receipt 111111 Firet-Cl... Mall Pos1age & Fe" Paid USPS Permit No. G-1D '. UNITED STATES POSTAL SERVICE · Print your name, address, and ZIP Code in this box. Commerce Bank/Harrisburg, NA P. O. Box 8599 Camp Hill, PA 17001-8599 D, Amsden . U.S. Postal ServIce CERTIFIED MAIL RECEiPT (DomestIc Mall Only; No Insuraf1ce COllerage Provided) J, .... .... II'" ru rn II'" rn ru <:] <:] <:] <:] ...Il m ent 0 <:] .n.n...n.nn...~:'!:~~m~.:...!\!~J!l.P.~.~!!m....n..m..m..n"_....n....... Street, Apt. No.; a or PO Box No. 33 Elm Avenue c::Jcity,.si.ij,;.z;;;;.;i.......................................................................... l"- Hershe PA 17033-14 :... I. Postage $ (J-z "'~....,! Certified Fee fl.r>cJ. IPd Return Receipt Fee ostmark He", (Endorsement ReqUired) qjltJ/tl/ Restricted Delivery Fee (Endorsement RequIred) Total Postage & Fees $ J 'I DA ExhIbit G > .. COMMERCE BANK/HARRISBURG, N.A., IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff CIVIL ACTION - LAW v. DOCKET NO. PAUL B. THOMPSON, Defendant AFFIDAVIT OF LAST KNOWN ADDRESS AND INCOME AND VERIFICATION OF NON-MILITARY SERVICE I, David C. Amsden, being duly sworn according to law, depose and say that: 1. I hold the title of Vice President/Asset Quality at Commerce Bank! Harrisburg, N.A., the Plaintiff in this action, and am authorized to make this Mfidavit on its behalf. 2. Defendant is Paul B. Thompson, an adult individual. 3. To the best of my knowledge, information and belief, the income of the Defendant exceeds $10,000 per year, 4. To the best of my knowledge, information and belief, the address of the Defendant is 560 North Street N,W., Washington, DC 20024. 5, To the best of my knowledge, information and belief, Defendant is not in the military service of the United States, nor any state or territory thereof, or its allies as defined in the Soldier's and Sailor's Civil Relief Act of1940 and amendments thereto. . ... IN WITNESS WHEREOF, I have hereunto set my hand and seal this 19th day of October, 2001. C]~ David C. Amsden Vice-President/Asset Quality Commerce Bank/Harrisburg, N.A. Respectfully submitted, METTE, EVANS & WOODSIDE By: ~ 7'?~t.- y p, Beneventano, Esquire Sup, Ct. LD, #43107 3401 North Front Street P.O. Box 5950 Harrisburg, PA 17110-0950 Attorneys for Defendant Commerce Bank/Harrisburg, N.A. Date: October 19, 2001 , < . ' ~ .. COMMONWEALTH OF PENNSYLVANIA COUNTY OF DAUPHIN SS, On this 19th day of October, 2001, before me, the subscriber, a Notary Public in and for the Commonwealth of Pennsylvania, personally appeared Guy p, Beneventano, Esquire, who being duly sworn according to law says that he/she was personally present at the execution of the foregoing instrument and he acknowledged that the said instrument was duly executed by David C. Amsder>, for purposed therein contained and in the capacity therein stated, an'!.' . <f.S>-4 e of this deponent and of said David C. Amsden subscribed to the 0 _..-. _ e their respective handwritings. ;;;? B~e~o,~u ~ ;/ .y ~.' , \' Sworn ty and subscribed before me this ~ day of Ot!hb/- ,2001. WITNESS my hand and Notarial Seal the day and year aforesaid, ~-:J ~;:~__ Notarial Seal Melisa M. lucas, Notary Public Harrisburg, Dauphin County My Commission Expires Oct. 13.2003 r,"'em~~(~r, PemlsYlvapJ;) A<jSOClatlonot Notanes j , . . , - " t 'J:::J ~ ~ ~ If:. - ~ 8 f' '- (") c-:) 0 ...... c - ~ ::;-:-- "-:1 ~ S:itu ~ i f! :'..-) W -< q 3 () I'::: ;"'r- r<) _..-, ..,.., '" ~/~;~ .," ~~.,..: i__:j lr , ""J r.;:C.J -.:l ", c;~ ...;:- .... J .;z C) -~. ~}~-~ f: :tV ;"? '-- ~. z -~ ~ "" ~:-- '0 :Q COMMERCE BANK/HARRISBURG, N.A., Plaintiff IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW v, PAUL B. THOMPSON, DOCKET NO. 01-6094 CIVIL TERM Defendant NOTICE UNDER RULE 2958.1 OF JUDGMENT AND EXECUTION THEREON NOTICE OF DEFENDANT'S RIGHTS TO: Paul B. Thompson On October 24,2001, a judgment in the amount of $37,762,59 (aggregate as of October 1, 2001) was entered against you and in favor of Plaintiff, without any prior notice or 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, i.. " . . 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 (71 7) 249-3166 (800) 990-9108 METTE, EVANS & WOODSIDE Attorneys for Plaintiff Commerce Bank/Harrisburg, N,A. Date: January 29, 2002 283856 (') 0 (J C r" " :-OS: J:;; : .:~ mCl) - T1; C<. Z~"'J::I ~ 25,' N --..~ .-~~ \L) ~j ~-_:J ~,,: <'")- ,1.. r::C' ." -'1 ~,..> ~(") ::Ji: :';?i~~ pO ry ~.:srn c z N };! =< 5) ':J -< "",. SHERIFF'S RETURN - OUT OF COUNTY CASE NO: 2001-06094 P COMMONWEALTH OF PENNSYLVANIA: COUNTY OF CUMBERLAND COMMERCE BANK/HARRISBURG N A VS THOMPSON PAUL B R. Thomas Kline , Sheriff or Deputy Sheriff who being duly sworn according to law, says, that he made a diligent search and and inquiry for the within named DEFENDANT , to wit: THOMPSON PAUL B but was unable to locate Him in his bailiwick, He therefore deputized the sheriff of DAUPHIN County, Pennsylvania, to serve the within NOTICE OF JUDG & EXECU On February 15th, 2002 , this office was in receipt of the attached return from DAUPHIN Sheriff's Costs: Docketing Out of County Surcharge Dep Dauphin Co 18,00 9,00 10,00 30,50 ,00 67,50 02/15/2002 METTE EVANS ~.er '. /~....."".. ../-//.----- ~ ,--- ,/ . ."" ----- ..'~~ R. Thomas Kline Sheriff of Cumberland County WOODSIDE Sworn and subscribed to before me daYOf~~ @ffitt llf tq~ ~4~:riff William T. Tully Solicitor J. Daniel Basile Chief Deputy Mary Jane Snyder Real Estate Deputy Michael W. Rinehart Assistant Chief Deputy Dauphin County Harrisburg, Pennsylvania 17101 ph: (717) 255-2660 fax: (717) 255-2889 Jack Lotwick Sheriff Commonwealth of Pennsylvania COMMERCE BANK vs County of Dauphin THOMPSON PAUL B Sheriff's Return No. 0274-T - -2002 OTHER COUNTY NO. 01-6094 AND NOW: February 7, 2002 at 8 : 4 SAM served the wi thin NOTICE OF JUDGEMENT upon THOMPSON PAUL B by personally handing to MARIA THOMPSON, WIFE OF DEFENDANT 1 true attested copy(ies) of the original NOTICE OF JUDGEMENT and making known to him/her the contents thereof at 33 ELM AVENUE HERSHEY, PA 17033-0000 Sworn and subscribed to before me this 8TH day of FEBRUARY, 2002 (\ ~~.(+)~ So Answers, JfcIM- PROTHONOTARY Sheriff of Dauphin County, Pa. (~A~ By Deputy Sheriff Sheriff's Costs: $30.50 PD 02/05/2002 RCPT NO 159642 STRUBHA . In'The Court of Common Pleas of Cumberland County, Pennsylvania Carrnerce Bank VS. Paul B. Thanpson SERVE: Paul B. Thanpson No. 01 6094 civil Now, February L 2002 , I, SHERIFF OF CUMBERLAND COUNTY, P A, do hereby deputize the Sheriff of Dauphin County to execute this Writ, this deputation being made at the request and risk of the Plaintiff. --/?/' ~. .r~<f'-~ Sheriff of Cum berland County, P A Affidavit of Service Now, ,20_, at 0' clock M, served the within upon at by handing to copy of the original a and made known to the contents thereof. So answers, Sheriff of County, PA Sworn and subscribed before me this day of , 20_ COSTS SERVICE MILEAGE AFFIDA VIT $ $ COMMERCE BANKlHARRISBURG, N.A., Plaintiff v. PAUL B. THOMPSON, Defendant TO THE PROTHONOTARY OF CUMBERLAND COUNTY: IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW DOCKET NO. 01-6094 Civil Term PRAECIPE Please mark the judgment in this case satisfied. DATE: February 10,2006 442968vl Respectfully submitted, ) / , ~>.d /r)~_L ~ . Persun, Esquire Mette, vans & Woodside Sup. t. I.D. #10139 3401 North Front Street P.O. Box 5950 Harrisburg, PA 17110-0950 (717) 232-5000 , i -~,l....// Attorneys for Defendant Commerce Bank/Harrisburg, N.A. ""1 :.~; c:'