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Home My WebLink About01-6095 COMMERCE BANK/HARRISBURG, N.A., IN THE COURT OF COMMON PLEAS CUMBERLANDCOUNTY,PENNSYLVAN~ Plain tiff CIVIL ACTION - LAW v. DAVID W. SANASACK, Defendant DOCKET NO. DI - fe.(5tS Go'll~EJu; CONFESSION OF JUDGMENT Pursuant to the authority contained in the warrant of attorney, a copy of which is attached to the Complaint filed in this action, I appear for the Defendant, David W. Sanasack, and confess judgment in favor of the Plaintiff, Commerce Bank/Harrisburg, N.A., and against the Defendant as foIlows: 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' coIlection 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: A?~ y P. Beneventano, Esquire Sup. Ct. I.D. #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~day of October, 2001. ~2_~ PROTHONOTARY (') c:> 0 C 'n ;!:: c> -ocP S?t ~IJ T.]I" Z:r:.1 N ."~' .", 25'" . ~, ~(; .<0' I,l --~~) -0 '-f: ...:;; ~O :J'; 't~~?l '7<2 r..(! -, ~ '.J'\ $J - '< , - '" t -- ) COMMERCE BANK/HARRlSBURG, N.A., IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff CIVIL ACTION - LAW v. DOCKET NO. 0\ - ~S c'u~l ~~ DAVID W. SANASACK, Defendant 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 . 1- COMMERCE BANK/HARRISBURG, N.A., IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff CML ACTION - LAW v. DOCKET NO. DAVID W. SANASACK, Defendant NOTICIA LE RAN 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 previo 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 INMEDIATAMENTA. SI NO TIENE ABOGADO 0 SI NO TIENE EL DINERO SUFICIENTE DE PAGAR TAL SERVICIO, VAYA EN PERSONA 0 LLAME POR TELEFONO A LA OFICINA CUYA DIRECCION SE ENCUENTRA ESCRITA ABAJO PARA AVERIGUAR DONDE SE PUEDE CONSEGUIR ASISTENCIA LEGAL. Cumberland County Bar Association 2 Liberty Avenue Carlisle, PA 17013 (71 7) 249-3166 (800) 990-9108 . COMMERCE BANKlHARRISBURG, N.A., IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff CIVIL ACTION - LAW v. DOCKET NO. DAVID W. SANASACK, 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 foIlowing: L 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, David W. Sanasack, is an adult individual who, upon information and belief, resides at 3517 Surrey Drive, Alexandria, Virginia 22309. 3. On May 14, 1999, Commerce Bank extended a commercial loan (hereinafter "Loan") to Tahoe Corporation, d/b/t/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% ofthe Indebtedness [as that term is defined in the Guarantee] of Tahoe Corporation dlb/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. 1 thereof under heading "Guaranty".) 9. Pursuant to the express terms of the Guarantee, Defendant "irrevocably authorizes and empowers any attomey * * * to appear at any time for 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 2 . < 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 coIlateral 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 coIlection * * *." (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 unconditionaIly 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. 14. Judgment has not been entered in any jurisdiction on either the Note or the Guarantee. 3 . 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 ofthe 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. 22. Defendant has failed and refused to cure Borrower's default under the Note. 4 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 Attorneys' 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 Mfidavit 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: ~?b: .../~ 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 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. Sl746, relating to unsworn falsification to authorities. David C. Amsden Vice-President/Asset Quality Commerce Bank/Harrisburg, N.A. Dated: J/i~/~-f/ _._m._ ExhIbIt A .".,.." ,," .'" PROMISSORY NOTE Borrower: Tahoe Corporallon dIbItJa Chesapeake Bagel Bakery (TIN: 541795484) 910 17th Slreet NW, Suite 800 Washington, DC 20006 lender: Commerce Bank/Harrisburg, National Association Main Office/Commercial Cost Center P.O. Box 8599 100 Senate Avenue Camp Hili, PA 17001.8599 ~ T Principal Amount: $50,000.00 Interest Rate: 9.500% Date of Note: May 14, 199~ PROMISE TO PAY, Tahoe Corporation clIbNa Chesapeake Bagel Bakery ("Borrower.) promises to pay to Commerce BanklHarrlsburg, Natlonat. Association (.lender.), or order, In lawful money 01 the United Stales or America, the principal amounl or Filly Thousand" 00/100 Dollarsl ($50,OOO.00),10gelher with Inlerest allhe rale or 9.500% per annum on Ihe unpaid principal balancelrom May 14, 1999, until paid In rull. j PAYMENT. Borrower will pay this loan In 60 payments 01 $1,053.80 each payment. Borrower's first paymen:t Is due June 14, 1999, and all. subsequent payments Ire due on the same day 01 each month after thai, Borrower's final payment will be due on May 14, 2004, and will be for" all principal and all accrued Interest not yet paid. Payments Include principal and Interest. The annuallnterest rate for this Note Is computed on a ~ 3651360 basis; thai Is. by applying Ihe rallo 01 Ihe ennual Interesl rete over a year 01 360 days, mulllplled by the outstending principal balance, , multiplied by the actual number of days the principal balance Is outstanding. Borrower will pay lender at lender's address shown above or at such .. other place as lender may designate In wrlllng. Unless otherwise agreed or required by applicable law, payments will be applied firsl to accrued t:) unpaid interest, then to principal, and any remaining amount to any unpaid collection costs and late charges. ~ PREPAYMENT. Borrower may pay without penalty all or a portion of the amount owed earlier than It Is due. Early payments will not, unless agreed to 1\ by Lender In writing, relieve Borrower of Borrower's obligation to conUnue to make payments under the payment schedule. Rather, they will reduce the r principal balance due and may result In Borrower making fewer payments. 3;;- LATE CHARGE. If a payment Is .15 days or more late, Borrower will be charged 5.000% 01 the regularly scheduled payment. <'> DEFAULT. Borrower will be in default if any of the following happens: (a) Borrower fails to make any payment when due. (b) Borrower breaks any ~. promise Borrower has made to Lender, or Borrower fails to comply with or to perform when due any other term, obligation, covenant, or condition ~ contained In this Note or any agreement related to this Note, or In any other agreement or loan Borrower has with Lender. (c) Borrower deraulls under ?! any loan; extension of credit, security agreement, purchase or. sales agreement, or any other agreemenl, in favor of any other creditor or person thai ~ may materially affect any of Borrower's property or Borrower's ability to repay this Note or perform Borrower's obligations under this Note or any of the ~ Related Documents. (d) Any representation or statement made or furnished to lender by Borrower or on Borrower's behalf Is false or misleading In any ~ material respect either now or at the time made or furnished. (e) Borrower becomes Insolvent, a receiver Is appointed for any part of Borrower's property, Borrower makes an assignment for the benefit of creditors, or any proceeding Is commenced either by Borrower or against Borrower under . any bankruptcy or Insolvency laws. (f) Any creditor tries 10 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 this default section occurs with respect to any guarantor of this Note. (h) A material adverse change occurs in Borrower's financial condition, or Lender believes the ~ prospect 01 payment or performance of the Indebtedness is Impaired. (I) Failure to meet the deadlines required in the Year 2000 Compliance ' Agreement fa be Year 2000 Compliant or a reasonable likelihood that Borrower cannot be Year 2000 Compliant on or before December 31, 1999. m Lender In good faith deems Itself Insecure. ~ If any default, other than a default in payment, Is curable and If Borrower has not been given a notice of a breach of the same provision of this Note ~ within the preceding twelve (12) months, It may be cured (and no event of default will have occurred) If Borrower, atler receiving written notice from lender demending cure of such delaull: (a) cures the deleult within ten (10) days; or (b) If the cure requires more than ten (10) days, Immediately ~ Initiates steps which lender deems In lender's sole discretion to be sufficient to cure the default and thereafter continues and completes all reasonable ~ and necessary steps sufficient to produce compliance as soon as reasonably practical. '- :--.:: lENDER'S RIGHTS. Upon delault, lender may. alter giving such notices as required by applicable law. declare the entire unpaid principal balence on C) this Note and all accrued unpaid Inlerest immediately due, and then Borrower will pay that amount. Upon default, Including failure to pay upon final ~ maturity, Lender, at Its option, may also, if permitted under applicable law, Increase the interest rate on this Note 2.000 percentage points. The Interest ~ rate will not exceed the maximum rate permitted by applJcable law. Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower also will pay Lender that amount. ThIs includes, subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses whelher or not there is a lawsuit, including attorneys' fees and legal expenses for bankruplcy proceedings (Including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-Judgment collection services. If not prohibited by applicable law, Borrower also will pay any court costs, In addilion to all other sums provided by law. If Judgment is entered-In connection with this Nota, interest win continue to accrue on this Nole after judgment at the existing interest rate provided for in this Note. This Note has been delivered to Lender and accepted by lender In the Commonweaflh of Pennsylvania. If there Is a lawsuit, Borrower agrees upon lender's request to submit to the lurlsdlcUon of the courts 01 Cumberland County, the Commonwealth of Pennsylvania. Lender and Borrower hereby waive the right to any Jury trial In any action, proceedIng, or counterclaim brought by either Lender or Borrower against the other. This Note shall be governed by and construed In accordance with the laws of the Commonwealth 01 Pennsylvania. DISHONORED ITEM FEE. Borrower will pay a fee to lender 01 $10.00 If Borrower makes a payment on Borrower's loan and the check or preauthorlzed charge with which Borrower pays Is later dishonored. RIGHT OF SETOFF. Borrower grants to lender a contractual security Interest in, and hereby assigns, conveys, delivers, pledges, and transfers to Lender all Borrower's right, title and interest In and 10, 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 the grant of B security Interest would be prohibited by law. Borrower authorizes lender, to the extent permllted 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 priority 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-l Financing Statement; Personal Guarantees of Paul B. Thompson end David W. Sanasack. OPTION TO DECLARE lOAN DUE. Although the repayment 01 the loan evidenced by this Instrument has been designed as If It were to extend for the term established In the .Payment" section,' hereinabove defined, Borrower understands that lender expressly reserves the right and option, exercisable at its discretion, to declare the entire unpaid principal balance under this Promissory Nole together with all 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) yeaf anniversary of that date durino thA term hprPnf h""r"'!ln,qftpr rpferrPri lo::r~ the.' ....,qn "''''11 n.,.". I.... lh,., ...."...,.,., ,.,,,....... ....r.....:~..... I... .....,,~...:..- 11_ _. .:~ ' .' , - ,,- . - - _t. . ., -' ,., .," 'i: '05-14-1999 Loan No 2811088 PROMISSORY NOTE (Continued) Page 2 eOAFtOWER FOR THE EfIITIRI!! PAINC'PAL SAUlt "'CE OF THIS Nom. ALL ACCRUED INTEREST, LATE CHAACiES. AND A.NY AND ALL AMOUN1 E)CP&NOED OR /lJJVANCm BY LENDER AaA nNG TO ANY COl.-LATERAL SECURING THIS NOTE TOOETl-tER \Nm-t INTI!REST ON SlJC AMOlJNTS, TOGI!:THIER WIn-. COSTS OF surr. AND AN ATTOANev'S COMMISSION OF TEN PERCENT (10%) 01'1 THE UNPAID PRINCIPA 9A.l.ANCI!!! ANO ACCRUED INTEREST FOR eOU~CTtON. BUT IN ANY EVENT NOT U!SS THAN ~Vl! HUNDAE!D DOUAAS (POO) ON wHle JlJOBM~T 0,. JUDGMENTS ONE OR lAORS IE> SCUTIONS MAY ISSUE IMMEDIATI!!I..Y: AND FOA SO DOING. nus NOTE OR A copy OF THI! NOTe VERIFIED By AFFIDA.VIT $liALL BE SUf FICIENT WARRANT. THE AU"niORrrY Gf'lANTB) IN "THIS NOTE TO CONFESS: JUDGME!' AGAINST BORROWER SHALL NOT BE EXHAUST =:D BY ANY EXERCISE OF l'HAT AUTHORITY. eUT $H....LL CONTINUE FROM TIMe TO nMS AN AT ALL TIMES UNTlL PAYMENT IN FULL OF ALL. AMOUNTS DUE UNDER THIS NOTE. BOAAOWEA HEAEBY WAivES ANY RIGHT BORROWE MAY HAVE TO NOTICII!: OR TO A HEARING IN ( ONNECTlON WITH ANY SUCH CONFESSION OF JUDGMENT, EXCEPT ANY NonCE ANOIOI HEARING FlBQUIAEO UNDER APPUCA!lLe' lJI...., WITH RESPECT TO EXECUTION 01= "...e JUDGMENT, AND 9"r.A.TES TIiAT E1TliEA REPReSENTA.TlVE OF LENOEA SPECfFICAU.Y CAlLeD THIS CONFESSION OF JUDGMENT PROVISION TO SORRoweR"S ATTENTION 0 BORROWER H4S BIEEN REPRESENTED BY IN[ EPENDENT lEC3AL COUNSEL nil!' liEN ARISING FAOM ANY JUDGMENT CONFESSED 0 EN11!A'Eo PUASUANT TO THE fE"OREGOING AU n-tOAnY SHAlL NOT EXTEND TO ANY OF BORROWEFl'S RESIDENTJAL REAL PROPERTY J l"HAT TERM IS DEFINED IN THE PENNSYl\tANIA. ACT OP JANUAAY 30. 1974 (PA. LAWS 13. NO. 8), REFERAED TO AS THe LOAN INTEREST AN PROTECTION LAW. AS AMENDED, ~NO THE "OLOER OF ANY JUDGMGNT CONFESSED OR ENTERED PURSVANT TO THE FORGOIN AUrnORITY SHALL NOT, IN ENFORCEMENT 01 r ANY SUCH JUOOi....ENT. EXECUTE, l.E\IY OR OTHERWISE PAOCEEO AGAINST ANY sue AESIDENnAL ~EAL PROPERlY: PROVIDED, HCNeVER, 'THAT THE Ue.l OF SUCH J\JOGMEN1' SHALL EXTEND TO SUCH RESIDENTlAL R8 PROpel'll""" AND TliAT THE HOLDEA THEAEOF :SHAL.L BE PERMI~ TO ~EeUTE. LEVY OFt PROCEED AGAINST SUCH RESIDENTIAL FIE PROPeRTY FAOM AND AFTER TkE SNTRY (oF A JUDGMI!NT AS CONTEMPLATED BY SECTION 407 OF SUCH LOAN IN'n!AEST AN PROTECTION LAW AND RULES 2881 TO 2988 OF mE PENNSYLVANIA RULES OF CIVrt.. PROCEDURE. OR SUCCESSOR OR SIMILAA STATUTE' AoNO FlULES. NO UMITAnON OF UEN OR ANY I XEcunON. LEVY OR OTHER ENFORCEMENT CONTAINED fN nte IMMEDIATELY F'nECEOIN' SENTENce SH....LL APPLY WJTI-f RESPECT TO )II "IIY JUOCJMENT OBTAINED OTHER THAN By THe ~EGOING AUTHORITY TO CONFESS 0 ENTER ,Juoa....ENT. PRIO.. TO SlaNINO THIS NOTE. .O....OWWR R!AQ AND UNDERsTOOD ALL THI! PROVISIONS OF THIS NOTE. eOAROWEA AGREB TO THE TEAMS OF THE HOB AND ACKNOWLEDGE S RECEIPT OF A COMJ>L.ETED COPY OF THE NOTE. THIS NOTl! HAS SEEN SIGiNED AND SRAI...I!D BV THI! UNDERSIGNED. ElOftnOWER: T.hoe Corporad BY:~:;.i~.:. ou D . fti~ SEAL) ATTESn ~~~:t~:;;;~":;(?I;~~\ll;jM!\1 'W"z..~..,tf~j:~}~.~::j~ ( Corporate s_r ) iFboQR",.. l...r~L L.ASliff ""0. ROllI. I .S.,...... T.M'. Ol.. V.r. :II.1Sa (a'J ,'''_ CI"I ~h:_ 1-. All oW'Ir. --.lIPA.cno F3.ae ~Nd..l.N Cl.ovLl Exhibit B ~OMMERCIAL GUARANTY ifiFil~llafljl i .......::..~:..:..::............-.-.......:.......-::,.. IJ~~!M:r!l,Mimi i,Wq~fiNq.i> Borrower: Tahoe Corporation dIbIlIa Chesapeake Bagel Bakery (TIN: 541785484) 810 17th Street NW, Suite 800 Washington, DC 20006 Lender: Commerce BankIHarrlsburg, National Association Main Office/Commercial Cost Center P.O. Box 8588 100 Senate Avenue Camp Hili, PA 17001-8588 Guarantor: David W. Sanasack 3517 Surrey Drive Alexandria, VA 22309 AMOUNT OF GUARANTY. This Is a guaranty of payment of 100.000% of the Note, Including without limitation the principal Note amount of Fifty Thousand & 00/100 Dollars ($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 (as that term Is defined below) d. Tahoe Corporation dIbItIa Chesapeake Bagel Bakery ("Borrower") to Lender on the terms and conditions set forth In this Guaranty. Guarantor agrees that lender, In Its sole discretion, may determine whIch portion of Borrower's Indebtedness to lender Is covered by Guarantor's percentage guaranty. DEFINITIONS. The following words shall have the following maanlngs when used In this Guaranty: Borrower. The word "Borrower" means Tahoe Corporation dlbNa Chesapeake 8agel 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. Indebtedness. The word "Indebtedness' means the Note, Including (a) all principal, (b) allloterest. (c) all late charges, (d) all loan laas 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 Lender's attorneys' fees and Lender's legal expenses, whether or not suit Is Instituted, and attorneys' fees and legal expenses for bankruptcy proceedings (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 BanklHarrlsburg, 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 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 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 Guaranlor under this Guaranty shall not exceed at anyone time 100.000% of Ihe amount of the Indebtedness described above, plus all costs and expenses of (a) enforcement of this Guaranty and (b) collection and sale of any collateral securing this Guaranty. The above limitation on liability Is not a restriction on the amount of the Indebtedness of Borrower to Lender either In the aggregate or al anyone time. n Lender presently holds one or more guaranties, or hereafter receives addiUonal 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 the aggregate liability of Guarantor under the terms of this Guaranty and any such other unterminated guaranties. NATURE OF GUARANTY. Guarantor Intends to guarantee 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 palel 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: (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, accelerate, or otherwise change one or mor~ times the time for payment or other terms of the Indebtedness or any part of the Indebtedness, Including Increases and decrease. of the rate of Interest on the Indebtednessj 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 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, endorser., 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 such security and direct the order or manner of sale thereof, Including wlthoulllmllallon, any nonjudicial sale permllled by the terms of the controlling security agreement or deed of trust, as Lender In Its discretion may determlnej (g) to sell, transfer, .sslgn, or grant participations In all or any part of the Indebtedness; and (h) to assign or transfer this Guaranty In whole or In part. GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that (a) no represanlatlons or agreements of any kind have been made to .Guarantor which 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 full power, right and authority to enter Into this Guaranty; (d) 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 a vk>latlon of any law, regulation, court decree or order applicable to Guarantor; (e) Guarantor has not and will not, without the prior written consent 01 Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any Interest therein; (I) upon Lender's request, Guarantor will provide to Lender financial and credit Information In form acceptable to Lender, and all such financial Information which currently has been, and all future financial information 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 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 to Guarantor as to the creditworthiness of Borrower; and 0> Guarantor has established adequate means of obtaining from Borrower on B 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 al1ect Guarantor's risks under Ihls Guaranty, and Guarantor further agraes thaI Lender shall have no obligation to disclosato Guarantor any InformaUon or documents acquired by Lender In the course of its relationship with Borrower. GUARANTOR'S WAIVERS. Excapt as prohibited by applicable law, Guarantor walvas any right 10 requlra Lender (a) to conlinue lending money or to extend other credit to Borrower; (b) to make any presentment, protest, demand, or notlca of any kind, Including noUca of any nonpaymant of tha Indebtedness or of any nonpayment related to any collateral, or notice of any action or nooaction 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 addltlonalloans 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 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 of any kind, or at any time, with respect to any matter whatsoever. II now or hereafter (a) Borrower shall be or become Insolvent, and (b) the Indebtedness shall nolat all times until paid be lully secured by collateral 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 time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. .,.1 05-14-1999 Loan No 2811088 COMMERCIAL GUARANTY (Continued) Page 2 " Guarantor also waives any and all rlghis or dafensas arising by reason of (a) any 'one action' or 'antl.daficlency' law or any othar law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foraclosure action, either Judicially or by axerclse of a power of sale; (b) any alectlon of rem~les by Lender which des.troys or otherwise adversely affects 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, 01 the Indebt~ness; (d) eny right to claim discharge 01 the Indebt~ness on the basis of unlustlfl~ impairment 01 any collateral for the Indebt~ness; (e) any stalute of limitations. if at eny time any action or suit brought by Lender against Guarantor Is commenc~ there Is oulstandlng Indebtedness of Borrower to Lender which Is not barred by any applicable statute of limitations; or (f) any defenses given to guarantors at law or In equity olher than actual payment and perlormanca of tha Indebtedness. If payment is made by Borrower, whether voluntarily 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 state 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 any time any deducUons to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both. GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guaranlor warrants and agrees thet each 01 the waivers set forth above Is made with Guarantor's full knowledge of Its significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to public policy or law. If any such waiver Is determined to be contrary to any applicable law or public policy, such waiver shall be e"ectlve only to the extent permitted by law or public policy. LENDER'S RIGHT OF SETOFF. In addition to all liens upon and rights of setoff against Ihe moneys, securities or other property of Guarantor given to Lender by law, Lender shall have, with respect to Guarantor's obligations to Lender under this Guaranty and to the extant permitted by law, a contractual security Interest In and a right of setoff against, and Guarantor hereby assigns, conveys, delivers, pledges, and transfers to Lender all of Guarantor's right, title and Interest in and to, 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 with someone else, or whether held for safekeeping or otherwise. eXCluding however all IRA, Keogh, and trust eccounts. Every such security Interest and right of setoff may be exercls~ without demand upon or notice to Guarantor. No security Interest or right of seto" shall be deemed to have been waived by any act or conduct on the part of Lender or by any neglect to exercise such right of setoff or to enforce such security inlerest 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. Guaranlor agrees thaI the Indebt~ness of Borrower to Lender. whether now existing or hereafter created, shall be prior to any claim that 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 liquldaUon 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 Lender. Guarantor does hereby assign to Lender all claims which It may have or acquire against Borrower or against any assignee or trustee 1" 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. If Lender so requests, any notes or credit agreements now or hereafter evidencing any debts or obligaUons 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 and to 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 miscellaneous provisions are a part of this Guaranty: Amendments. This Guaranty, together with any Related Documents, constitutes the enUre 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 Convnonwealth of Pennsylvania. Attorneys' Feesj Expenses. Guarantor agrees to pay upon demand all of Lender's costs and expenses, Including attorneys' fees and Lender's legal exp~nses, incurred in connection with the enforcement of this Guaranty. Lender may pay someone els9 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 collectlon services. Guarantor also shall pay all court costs and such additional fees as may be directed by the court. Notlce~. All notices required to be given by either party to the other under this Guaranty shall be in writing, may be senl by telefacslmUe (unless otherwise required by;,J~w), and shall be effective when actually delivered or when deposited with a natlonallUlPognized overnight courier or when deposited in thEt'''tJliited States mail, first class postage prepaid, addressed to the party to whom the nOllC~ 'Is to be given at the add/ess shown abov~ or to s,uch other addresses as either party may designate to the other In writing. 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. Interpretation. 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 to 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 "Borrower" and "Guarantor" respectively shall mean all and anyone or more of them. The words "Guarantor," "Borrower," 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 provisk>ns of this Guaranty. If a court of competent jurisdiction 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 01 this GuarantY in all other respects sha.lI remain valid and enforceable. If anyone or more of Borrower or Guarantor are corporations or partnerships, it Is not neces~ary 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 ~riall be guaranteed under this Guaranty. Waiver. Lende! shall not be deemed to have waived any rights under this Guaranty unless such waiver Is given In writing and signed by Lender. No del.ay Of Ofm~slon on the part of Lender In exercising any right shali operate as a waiver of such right or any other right. A waiver by Lender of a provlslOO of thiS Guaranty shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compUance with that provision or an~ other prOVision of this Guaranty. No prior waiver by Lender, nor any course of dealing between Lender and Guarantor shall constitute a waIVer of any of Lender's rights or of any of Guarantor's obligations as to any future transactions. Whenever the consent of'Lender is required under this Guaranty, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent Is required and in all cases such consent may be granted or withheld In the sole discretion of Lender. " ., 05-14-1999 Loan No 2811088 C:OMMERCIAL GUARANTY (Continued) P.".3 CONFeSSION 01'1' .IlJDGMENr. GUARANTOR -tERESV' IRREVOCABLY AUn-fORIZES AND EMPOWERS Ar.lY ATTORNEY OR THe PROTtiONOTAAY' OA CLERK OF ANY COURT IN n I! COMMONWEALTH OF PENNSYLVANIA, OR er...s&wHEFlE. TO APPEAR AT ANY 71MB FOA GUAAANTOR AFTER A DEFAULT UNDER THIS G1l ARANT'Y. AND WITH OR WITHOUT COflllPLAINT FILED. ....S OF ANY' TEAM. CONFESS OR ENTER JUDGM.ENT AQAINST GUARANTOR FOR . HE ENTIRE PRINCIP"L BALANCE OF THIS GUARANTY, AlL #\CCAUED INTEREST, LATE CHAAGES, AND ANY AND ALL AMOUNTS EXPENoeo OR ADVANCED BY LENDIm AeLAT1NG TO AN..... COUAT&AA.L SECURING THE INDeBTEDNESS TOGEniEA WITH INTEREST ON SIICH AMOUNTS. TOGeTHEA WITH COSTS OF surr. AND AN A.TTOANev-& COM"'SSJON OF ~ PERCI!NT (10"-) OF me UNPAID PRINCI"'AL e 'LANce AND ACCRUED INTEPlEST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOUAAS ($t500) ON WHicH JUDG"ENT OR JUDGMENTS ONE OR MOR& EXECInlONS MAY ISSUE IMMEDIATeLY; AND FOA so DOING, THIS GUARANTY OR A COPY OF TliIS GUARANTY vEAIFIED BY AFFIDAVIT SHALL BE SUP'FICIEr\oI" WAflAANT. TItE AUTHQFlITY GRANTED IN THIS GUARANTY TO CONIK"QS JUo.lMENT ACJAINST GUARANTOFI Sl-fALL NOT BE EXHAUSTED BY AI>IY ~ACI9E OP THAT AUTl-tOAfTY. BUT SHALL CONT1NUE FAOM TIME TC' f TIME AND AT All. TtMI!S UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNgER n'lIs GUAFtANTY'. GUAAANTOA HEAesv WAIVES ANY FIGHT GUAAANTOA MAY HAVE TO NonCE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF .IUD(3MB'lT, EXCEPT AN ( NOTICe AND/OR HEARING REOUIRED lJNOEA APPUCASLE LAW WJTlf RESPI!CT TO execuTIoN OF THE JUOQlMENT. AND STATES T1i1 T aTHER A REPRESENTATIVe ~ LENDEFl SPGCIACAL1.Y CAl.l..ED TItIS CONFESStON OF .JUDOMEtIT PROVISION TO GUAAANTOR'S ....TTENT ON OR GUARANTOA HAS BEEN AEPRESENTED BY INDIEPENOEfo,IT L.&aA~ COUN6B.. THE UEN ARISING FROM ANY JUDGMENT CONFESSED OR ENTERED PURSUANT TO THE FOREGOINQ AlITliOAITY SHALL NOT EXTEND TO ANY OF GUARANTOR'S RESlDEN'TlAL REAL PFlOPEAlY AS THAT TERM IS DEFINED IN Tfole PENNSYL.VANIA ACT OF JANUARY 30, 1874 (PA. LAWS 13. NO.6), REFERRED TO AS THE LOAN INTEREST. 'ND PROTECTION LAW, AS AMENDED, AND TIiE HOLDER OF ANY JUDGMeNT CONFESSED OR ENTERED PURSUANT TO THE FORGOINQ AU- HOFUTY SHALL NOT, IN ENFORCEMeNT OP ANY SUCH JUDGMENT. EXEClTTE, ~ OR OniERwlSE PROCEED AGAINST ANY SUCH RESI )ENT1AL REAL PROPEATV: PROVIDED. HOWEVER. TIiAT TIie UEN O~ SUCH .JUOGMENT SHALL EXTEND TO SUCH RESIDENTIAL REAL PRC PEATY AND THAT me HOlDER THEREOF $HALL. BE PEFfMrrrEO TO EXECUTE, LEVY OR PAOCEEC AGAINST SUCH RESIDENTIAL ReAL PAC PEATY FROM AND AFTER THI!: ENTRV OF ^ JUDGMENT AS CONTEMPLATED BY SECTION <<11 OF SUCH LO.AN INTII!::AEST AND PROTECTlON ( A,W AND RUt.ES 2081 TO 2988 OF THE PENNSYLVANIA. RULES OF CIVIL PROCEDURE. OR sUCceSSOR OR S1M1I..AR STATUTES AND RULE a. NO UMITATlON OF lieN OR ANY ExeCUTION. LEVY OR OTHER ~prOACEMENT CONTAINED IN THE IMMEDIATELY PAECEDINO sa.. fENCE SHALL APPL.Y WITJi AESPECT TO ANY JUDGMENT O!ITAINEO OTHER 'tHAN BY THE FOREGOING AUTHOAITY TO CONFESS OR ENTER. UDGMENT. I!&CH UNDERSIGNED Q,UARANTOFI ACI<NOWu;p. _liS HAVING PlEAD ALL T118 PROVISIONS OP THIS GUAJIlANTY AND AGREES TO rrs TERMS. IN ADDITION. IlACH iOIUAAAI'4TOA UNDEF STANO. THAT nilS GUARAI'fTY IS E"'C'T1v. UPON iOIlJAFULNTOA'S exeCUTION AND DEUV.nv O~ THIS GU.&"ANrV 'to LENDEft AND T "AT THI! GUARANTY WILL CONTlNU. UNTIL TERMINATeD IN THE MANNER SET PORTH IN THI! SECTION TJT\.&D -OURATlON OP QUARAN1 T'.. NO FORMAL ACcePTAHea BY LENDER IS HECESSA"V TO MA~ THIS GUARANTY EFFECnve. -nil. GUARANTY I' DATI!D MAY 1..18".. THIS au NTY HAS BEEN SIGNED AND SEA~ IYTtt. UNOI!ASIBNED. 'iJiC:. /tlt;:(;t (SEAL) Slgn_. IaCknoW'-ia-t and dellv-.d In 111. presence )1: " Wit"... )t Wlme.. uo.se!1~, "00lI. u.s. ........ T.M. CItr.. V.r. 3.2&.lc) l...CFlPnoS.......~ I ~ &\I noh.,. __....IP...--t:2QOaTAHJ.lJ'I C'.OVLJ .' ,..,~:.: ~.;~; , r I < i i I Exhibit c .-.t' .,,:'.' , ,...., ....., FOR USE WITH GUARANTY CONTAINING CONFESSION OF JUDGMENT CLAUSE EXPLANATION OF RIGHTS-CONFESSION OF JUDGMENT 1. On the date hereof, David W. Sarasack residing at 3517 Surrey Drive, Alexandria, Virginia (the "Guarantor") as Guarantor executed a Commercial Guaranty ("Guaranty") in favor of Commerce Bank/Harrisburg, N.A., its successors and assigns ("Commerce") 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 171h 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 " '~'."': .. " ;,t";.:'.{::'.~-.';'~' i;~'.:;',:. GUARANTOR HAS ,RE:AD THI ITS CONTENTS AND INTEND' I I GUAR TOR: j 'iI J: =~"N' ~. CONn; . OS L~M~ euws.. ou_~" UNDERSTANDS THAT GUA ' ,WOU .. HAVE THE FOLLOWING, (al tha right 'to have notice end an oppon ; i V tp ~e he ./ prior to entry of the Judgment; (b) 'the right '[0 have the burden of 0 i tJ efault t upon Commerce before Guarantor'. property can be exposed to I : III 'ehme garnishment or execution; fe) the right to avoid the additional expen ; I fees and costs incident to seeking relief from or opening end strikin I a j dgme ; (d) tho right to require Commerce to present I!lI SWOrn document' h in &;i -conelusory terms the basis of its claim before Commerce obtains a arnish~ nt or a writ of l!!Ilttachment' or a writ of execution; fe) 'the right 'to co '0 Issu' co of a writ of garnishment or a W"ri't of enachment or a writ of ex I notic~ lI!Ind review and approval by an official ' I vested with requisite Jurlsdie he op . rtUnltY for or rIght to a prompt hearing efter sei2url!l of or levy or u i In of uarenmr.s property. at which hearing Commerce must demonsuat bb8bre~ aridity of its claim and that Guarantor vofuntarily.. fntelligently and : n I 'Iy gay up Borrower's constitutional rlgh'[ to notice and hearing prior to en : : gme;: 3. Fully. e! p 'y anJI knowingly understanding these rights which Guarantor has prior tis g j' the' aranty and this instrument and clearly aware that the.. rights will ib IV' n up,,' aiv.d. relinquished and abandoned If Guaran'tor signs the guaran I t ~r lnst: ent" Guarentor nevertheless freely and voluntarily chooses to sign r nty 8'l1 this instrument", Guarantor.. intentions being to give up waive. rell' 'nd 8~ don 11:$ known rights as described in paragraph 2 above). and sub 'c.: : elf or /nIl rself to the circumstances described in paragraph 1 abo".. . 4. Gu.....nt ' oWle)1 s that lal the Guaranty and this instrument have been execu d I a :eom~ ela' transaction for bu..nesa purposes: (b) at ell time. materiel here 8 htor represented by counsel In connection W'ith the execution of the u r t' end "very other Related Doeument# and in particular the Guaranty and t n 'ment: 'I d (c) Guarantor reviewed the Guaranty and This Instrument w1th Gua 'n o' norn before Signing them. 5. Whenev I r t : I ont.ex~' 01 this Instrument requires. all terms used in the singular -will be 1 n t e: In th plural and vice verse; and each gender will include each other gende : jJ ~ted t I ~ day of May 1999. E FOR , GUARANTOR FULLY UNDERSTANDS LEG Y BOUND HEREBY. I . I I I BY: NA Exhibit 0 ;- './, ',I.. .',.: ....' :,-}", ".':' '..'.',.' "',, ,'i<":1 .!. ,:~'; '.:.~,~.. Borrower: T_oe Corpo,"'on cUbItI. Ch-.".. (11N: ..1.,.....) .10 17D'1 SIr_ NW. SuIIe ... _hlna_. DC _ GU....ntor: D.vld w..~ 3!!117 Sur,..,. Crt.. A............. VA 2230e eom.l~_ a..~ NaUonaf ~bsoc:latlon awn otIIc~.. eo.. Cen.... P.o. _QJ[__ 100 ___ A.,....... Camp HIli" P'A 17U01-115" CON SSJON OF JUDGMENT I AM EXECUTING. 'nf" J~ DAY OF' -'000.00 oeUGATlNQ MI!!' TO REPAY THAT AM A. I UNDE"STAND THAT THI! GUARANTY C ~.. "UDG~ ACJlJNST Me IN COURT. Af!T OJIR!AINQ MI! AN ~POATUt<<TY TO DEFEfm . 1.ll A GUARANTY OF A PROMISSORY NOTE POF OF JUDGMENT PAOVlSfON THAi WOULD PeR.... LENDER TO E ClUAFIANTY. WITHOUT ADVANCE NOTICE TO ME AND WO'1fOuT OP .JUDG"NT.. IN '1IXIICunNQ TH. CUARANTY. BaING PULLY CONT'EST THE VAl.JOITY' OF ANY .JU~NT O~ OTHeR CUUMS AM kNO'WINGILY. ~DfTLY. AND \IOLUNTARIL.Y WAIVING EHTRY OF .JuDGMENT. AND I EXPRessLY A_ AND CONse>rr AS PftO\I'IDIfD ~" IN nil! CONPB'8SION 011' .JUDGMIINT S, I Co AfITIIIt HAVING ~ AND DeT1!RlIlIlNeD ;..e INITIALS NEXT TO EAC" STATEMENT WHICH A UD. INI11ALS 1. I WAS RlIPR.......D BY MY OW i, I ~ A REP'FI'ESENTA:nV. 0,. LaNe iIlI t{ QUAAANTVTO MY AnENTlO.... : D. I CERTIFY THAT MY ANNUAL INCOME B INlTlal.2D AND SIONI!D", AND THAT I Ale I!R TllE RIGHT TO EmeR ~UDG_Nl' AOAlNS1' _ wmfOVr ROv.rON IN THE GUARANTY ALSO CONTAINS LANGUAG. nfAT ON nfI! JUOGMI!JrfT' BY FOI=teCl.OSINCI UPON. ATTACHlNQ., ERIY. IN FULL Oft PAR~ PAYMEiNT OF THE "'UDGMENT. CABLe: LAW .. IEX_CUTlNQ ANY CON.....D ..JUDGIa.NT. IN TO ADVANCE tIIOnCE AND A HEAAIHGI AF'I'1!J:t ....UDGMeNT IS WlNGLY. lNTU.Ua_HTLY AND VOL.UNTAJIIILY WAIVING THESE EcunHa ON nil! ..tUDQ~. IN ANY .....NND P."MI'TTaD ay OWING STAT'EMENTs ARe: APPUCA8le. "ND BY PLACING MY AT: L COUNSEL 'N COHtle.Cl1ON WITH ntl! GUAsu.NT"'t. ALLIED THI! CONFEssiON 0,. .JUDG"-NT PROVISION IN 'T'Ifa lliE BUNkS 'N llilS DISCLOSURE Wl!RE FILLED 'N WHEN I OF SlGNRIIG. llilS ;:a', ," i.::l;;.;~;i":~TN!."~:.:.'(~~:;:;: ~~ ~:,~;~ if. ~~~:,::;1 ATTbT, .:.: '.-. '~~~tN=t~~... SecNbry or AacWta.n s.cr.twy .:1.;'iiYk ( Corpo.... Seal ) L..A8M ""'0.""" u.s. P"'&T.M.0If..\r-'3~"'(c) '....CI"',.......... ~I ,"- ,............{ G~" G5T.....LN C1.OVI.J !: ExhIbIt E September 10, 2001 Commerce "Banko. David W. Sanasack 351 7 Surrey Drive Alexandria, VA 22309 RE: Tahoe Corp. d/b/t/a Chesapeake Bagel Bakery Loan Account #2811088 Dear Mr. Sanasack, 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 Bank/Harrisburg, 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 pavmentswill 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 onthis matter, you may call me at (717) 972-2881. /,\erelY, U J)...--.---- David C. Amsden Vice President /Asset Quality 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 &hIblt F C;; SENDER: "0 -Complete hems 1 andfor2 foraddlflonal services. "ii -Complete hems 3, 48, and 4b. · .PMt your name and address on the reverse of this tomi so thai we can return this I! cardtoyou.. . '. ~" . A11ach this tonn to the front of the mallplece, or on the back II apace does not _ permit. . -Write"Retum RBCSipt Reqqestsd" on the /'J1Mpiece below the article number. = -The Retum Receipt willehowtowham the art1dewae delivered and the date c delivered. . o ... 3. Article Addressed 10: ~ 'li E o u 1_ also wish to receive the following services (for an extra tee): Gl 1. 0 Addre..ee's Addre.. ~ : 2. 0 Restrlcted Delivery Jl Consult posbnaster for fe8. 0.' Ii: 4a. ArticJe. NUmbAt U I 001 0360 0002 3932 9108 40. Service TYpo" o Registered 13 Certified o Express Mell 0 Insured o Return Receipt for Merohancise 0 COD 7. Dale of Delivery 8. Addre..ee's Addre.. (Only If requested and fesls paid) !I[ 111 ~1 ~I ~. 0' -I ill :1 c. ~I I - __I PS Form 3811, December 1994 102595-.7.8-0179 ,(Domastic Return Receipt ,-;-...;. UNITED STATES POSTAL SERVICE .,,""'''7':''''''''-''',,- '""' ...' Arst'CIass Mall Postags & Fs,," Paid USPS .. Permil No. G-l0 · Print your nam~,~ddress. and ZIP Code)n this box . Commerce BAnk/Harrisburg, NA P. O. Box 8599 Camp Hill, PA 17001-8599 i 7i)0 i +8::::'3'3 D. Amsden 1...I/I.,.III,.,II.....,III..l,.I.I.I./"',I,,I.I,.I.I..,,I,ll U.S PC'stal Service CERTIFIED MAIL RECEIPT (DomestIc Mall Only, No Insurance Coverage ProVided) --....:...; '" c:J ..'! IT' ru $ m IT' Certified Fee m Return Receipt Fee ru (Endorsement Required) c:J CJ Restricted Delivery Fee CJ (Endorsement ReqUired) c:J ..n m c:J Total Postage & Fees $ fhvv /fJ....< f-/. fJ.GjJ--fJcJ Postmark He.. 71 '10 I DA entTo David W. Sanasack r=t~:;~f{,i.lj};z,~~i-..3.51-7-..s~~~.~y---D~i~-;---_..n____m.------....----.. c:J o cjty,.siste:-zip~-;i....--Ai;;~~.~d-~i..;:---VA.---.2-23Og--.----.......---. r'- PS Form 3800, January 2001 See Reverse for InstructIOns ExhIbIt G COMMERCE BANKlHARRISBURG, N.A., Plaintiff IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA CML ACTION - LAW v. DOCKET NO. DAVID W. SANASACK, 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 Affidavit on its behalf. 2. Defendant is David W. Sanasack, 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 3517 Surrey Drive, Alexandria, Virginia 22309. 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 of 1940 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: P. Beneventano, Esquire up. Ct. I.D. #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 SS. COUNTY OF DAUPHIN 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. Amsden, for purposed therein contained and in the capacity therein stated, and that the name of this deponent and of said David C. Amsden subscribed to the said instrument are of their respective handwritings. . Beneventano, Esquire Swom tJ and subscribed before me this ~ day of~, 2001. WITNESS my hand and Notarial Seal the day and year aforesaid. /J1/~ ~(~~ Notarial Seal . Melisa M Lucas, Nota~ Public Harrisburg, Da~phino fur~Y 2003 My commission ExpIres c. , . -" '-"I""'notNotanes M. ." ""r,.-,~:\,:"';:..'i~-,""'S(ll.., "~I> errn',.' .t-'i ._.. t~ [~ _ _~ '1 f ~ ~ () ~ ~&: f! :t"<; ~ . , o c "'" ~iTI ;.,; :).;~ ~) -~'); r~: ,:'.J -'0: z....') ~(;} <- z ~ .' c:> o 'n "::! h'-;'} " ," -' '~.J _.,lj ",:[] ;':: l'-~ C~~-n ;Ii :Q ::::J C, --4 N .,~.- -u :::z. '-I! (n COMMERCE BANKlHARRISBURG, N.A., Plaintiff VS. DA VID W. SANASSACK, Defendant IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYL VANIA CIVIL ACTION - LAW NO. 01-6095 CIVIL TERM PRAECIPE FOR SATISFACTION OF JUDGMENT TO THE PROTHONOTARY: Please mark the judgment entered in the above matter satisfied. By: Date: September 6, 2006 Respectfully submitted, METTE, EVANS & WOODSIDE 3401 North Front Street P. O. Box 5950 Harrisburg, P A 17110-0950 (717) 232-5000 - Phone (717) 236-1816 - Fax Attorneys for Plaintiff - .. CERTIFICATE OF SERVICE I certify that on the date stated below, the foregoing Praecipe for Satisfaction of Judgment was served on the person named below by placing the same in the United States Mail, postage prepaid, addressed as follows, which service satisfies the requirements of the Pennsylvania Rules of Civil Procedure. David W. Sanassack 3517 Surrey Drive Alexandria, VA 22309 Respectfully submitted, METTE, EVANS & WOODSIDE By: DA TED: September 6, 2006 45566lvl () f'-.;) Co. C,~, () c~::.) .'.... <;." -1/ f'/) ::;:1 C1 -.-.: 1:'~3 .. , c> ,