HomeMy WebLinkAbout03-5130HOURIGAN, KLUGER & QUINN
A PROFESSIONAL CORPORATION
BY: James T. Shoemaker, Esquire
IDENTIFICATION NO. 63871
LAW OFFICES
600 Third Avenue
Kingston, PA 18704
(570)287-3000
MELLON BANK, N.A., now by assignment,
CITIZENS BANK OF PENNSYLVANIA
8 West Market Street
Wilkes-Barre, PA 18711-0101,
Plaintiff
VS.
PENN-WILD PUBLICATIONS, 1NC.
4707 North Clearview Drive
Camp Hill, PA 17011,
Defendant
CONFESSION
ATTORNEY FOR PLAINTIFF/DEFENDANT
1N THE COURT OF COMMON PLEAS
OF CUMBERLAND COUNTY
CIVIL ACTION -- LAW
IN CONFESSION OF JUDGMENT
NO. C'3 - X'12 C>
OF JUDGMENT
Pursuant to the authority set forth in the warrant of attomey contained in the original
Unconditional Guarantee, a tree and correct copy of which is attached to the complaint filed in
this action, I appear for the defendant and confess judgment in favor of the plaintiff and against
the defendant, as follows:
574753.1
Principal balance on Note ................... $ 87,910.90
Interest to 09/11/03 ......................... $ 3,177.16
Attorneys' Fees (20%) ...................... $18,217.61
TOTAL $109,305.67, plus
interest and costs
HOURIGAN, KLUGER & QU1NN, P.C.
BY:
James T. Shoemaker, Esquire
ID No.: 63871
Attorney for the defendant for the purpose of
this complaint; otherwise, attorney for the
plaintiff
ORDER
AND NOW, this,gJ,,~ay of ,~q~' ~;~. ,2003, judgment is entered in favor of the
plaintiff, Mellon Bank, N.A., now by assignment, Citizens Bank of Pennsylvania, and against the
defendant, Penn-Wild Publications, Inc., in the amount of $109,305.67 together with interest and
costs until paid.
Prothonotary
Clerk
574753.1
HOURIGAN, KLUGER & QUINN
A PROFESSIONAL CORPORATION
BY: James T. Shoemaker, Esquire
IDENTIFICATION NO. 63871
LAW OFFICES
600 Third Avenue
Kings~n, PA 18704
(570) 287-3000
ATTORNEY FOR PLAINTIFF/DEFENDANT
MELLON BANK, N.A., now by assignment,
CITIZENS BANK OF PENNSYLVANIA
8 West Market Street
Wilkes-Barre, PA 18711-0101,
Plaintiff
VS.
PENN-WILD PUBLICATIONS, INC.
4707 North Clearview Drive
Camp Hill, PA 17011,
Defendant
IN THE COURT OF COMMON PLEAS
OF CUMBERLAND COUNTY
CIVIL ACTION -- LAW
1N CONFESSION OF JUDGMENT
COMPLAINT IN CONFESSION OF JUDGMENT
The plaintiff, Mellon Bank, N.A., now by assignment, Citizens Bank of Pennsylvania, by
and through its counsel, Hourigan, Kluger & Quinn, P. C., hereby complains of the defendant,
Penn-Wild Publications, Inc., as follows:
1. The plaintiff is a Pennsylvania state chmtered bank with a place of business at 8
West Market Street, Wilkes-Barre, Pennsylvania 18711-0101.
2. The defendant is a Pennsylvania corporation having a last known address of 4707
North Clearview Drive, Camp Hill, Pennsylvania 17011.
574749.l
3. On or about August 29, 2000, the plaintiff agreed to make a loan to Celtic Moon
Publishing, Inc. in the principal amount of $125,000.00 (the "Loan").
4. The aforesaid loan is evidenced by a note (the "Note") dated August 29, 2000.
(A tree and correct copy of the Note is attached hereto as Exhibit "A" and incorporated herein by
reference.)
5. In order to partially induce the plaintiff to make the Loan, the defendant executed
and delivered to plaintiff an unconditional guarantee (the" Guarantee"). (A tree and correct copy
of the Guarantee is attached hereto as Exhibit "B" and incorporated herein by reference.)
6. The Note has not been assigned, except as set forth above.
7. The Guarantee authorizes the plaintiff to confess judgment against the defendant
in favor of plaintiff for the amount the defendant is liable to plaintiff, with interest, costs and an
attorney's commission of twenty percent (20%), with release of errors.
8. No judgment has heretofore been entered, in any jurisdiction, under the power to
confess judgment under the Guarantee.
9. A default occurred in that the defendant failed to pay ail principal and interest,
whereby the plaintiff declared the entire balance of the Note due and payable.
10. The debt due and owing the plaintiff by the defendant is evidenced by an affidavit
of Joseph E. Sweeney, Assistant Vice President of the plaintiff ("Sweeney's Affidavit").
(Sweeney's Affidavit is attached hereto as Exhibit "C" and incorporated herein by reference.)
574749.1
2
11. Judgment by confession is not being entered against the defendant in connection
with a consumer credit transaction. Consequently, the defendant is indebted to plaintiff as
follows:
Principal balance on Note $87,910.90
Interest to 09/11/03 $ 3,177.16
Attomeys' Fees (20%) ...................... $18,217.61
TOTAL $109,305.67 plus
interest costs
WHEREFORE, the plaintiff, Mellon Bank, N.A., now by assignment, Citizens Bank of
Pennsylvania, requests that the Prothonotary enter judgment against the defendant, Penn-Wild
Publications, Inc., the amount of $109,305.67, together with interest and costs until paid.
600 Third Avenue
Kingston, PA 18704
(570) 287-3000 (Telephone)
(570) 287-8005 (Facsimile)
Date: 2003
Respectfully submitted,
HOURIGAN, KLUGER & QUINN, P.C.
BY:
James T. Shoemaker, Esquire
I.D. No. 63871
Counsel for the plaintiff, Mellon Bank, N.A.,
now by assignment, Citizens Bank of
Pennsylvania
574749.1
3
VERIFICATION
I, Joseph E. Sweeney, hereby certify that I am an Assistant Vice President of Citizens
Bank of Pemqsylvania. I havc the authority to make this verification on its behalf. The facts set
forth in the foregoing confession of judgment and complaint in confession of judgment are tree
and correct to the best of my knowledge or information and belief. I understand that this
statement is made subject to the penalties of 18 Pa. C.S. § 4904 relating to unswom falsification
to
authorities.
(~. Sweea/ey, Assistant Vice President
574744.1
U.S. Small Business Administration
NOTE
SBA Loan #
SBA Loan Name
Cate
Loan Amount
Interest Rate
Borrower
Operating
Company
Lender
PROMISE TO PAY:
In return for the Loan, Borrower promises to pay to the order of Lender the amount of
interest on the unpaid principal balance, and all other amounts required by this Note.
Dollars,
2. DEFINITIONS:
"Collateral" means any property taken as securit7 for payment of this Note or any guarantee of this Note.
"Guarantor" means each person or entity that signs a guarantee of payment of this Note.
"Loan" mea~s the loan evidenced by this Note.
"Loan Documentg' means the documents related to this loan signed by Borrower, any Guarantor, or anyone who
pledges collateral.
"SBA" means the Small Business Administration, an Agency of the United States of America.
SBA Form 147 (10/22~8) Pr~io~s cdJQons obaol~t~
EXHIBIT
Pa~¢ 1/6
PAYMENT TEP~M $:
Borrower must make all payments at the place Lender desienates.'The payment terms for this Note are:
The interest rate on this Note will fluctuate. The initial interest rate is 10.50% per year. This initial rate
is the prime rate on the date SBA received the loan application, plus 1.00%.
Borrower must pay a total of 6 payments of interest only on the disbursed principal balance
beginning one month from the month of initial disbursement on this Note and every month
thereafter; payments must be made on the ~tp'"F'4/ . calendar day.in the months they are due.
Borrower must pay interest on the disbursed principal balance, plus principal of $2,083.33 every month.
beginning seven months from the month of initial disbursement on this Note; payments must be made on
the / ~- f..~' calendar day in the months they are due.
Lender will apply each installment payment fa'st to pay interest accrued to the day Lender receives the
payment, then to' bring principal current, then to pay any late fees, and will apply any remaining balance
to reduce principal.
The interest rate will be adjusted monthly (the ~'change period").
The "Prime Rate" is the prime rate in effect on the first business day of the month in which an
interest rate change occurs, as published in the Wall Street $oumal on the next business day.
The adjusted interest rate will be 1.00% above the Prime Rate. Lender will adjust the interest rate
on the fa'st calendar day of each change period. The change in interest rate is effective on that day
whether or not Lender gives Borrower notice of the change. The initial interest rate must remain in
effect until the flint change period begins.
Lender must adjust the payment amount at least annually as needed to amortize principal over the
remaining term of the note.
If SBA purchases the guaranteed portion of the unpaid principal balance, the interest rate becomes
fixed at the rate in effect at the time of the earliest uncured payment default. If there is no uncured
payment default, the rate becomes fixed at the rate in effect at the time of purchase.
All remaining principal and accrued interest is due and payable 5 years and 6 months from date of initial
disbursement.
SBA Form 147 (10t22~8) Pr~ioea cditioo-~ obsolete P~g¢ 2/6
'!
RIOGHT TO PREPAY:
Borrower may prepay this Note. Borrower may prepay 20 percent or less of the unpaid principal balance at any time
without notice. If Borrower prepays more than 20 percent and the Loan ha~ been sold on the secondary market,
Borrower must:
A. ogive LandSr written notice;
B. Pay ail accrued interest; and
C. If the prepayment is received less than 21 days from the date Lender receives the notice, pay an amount equal to 21
days' interest fi.om the date lender receives the notice, less any interest accrued during the 21 days and paid under
subparagraph B.
If Borrower does not prepay within 60 days from the date Lender receives the notice, Borrower must give Lender a
new notice.
DEFAULT:
Borrower is in default under this Note if Borrower does not make a payment when due under this Note, or if Borrower
or Operating Company:
A. Fails to do anything required by this Note and other Loan Documents;
B. Defaults on any nthir loan. with Lender;
C. Does not preserve, or account to Lender's satisfaction for, any of the Collateral or its proceeds;
D. Does not disclose, or anyone acting on their behalf does not disclose, any material fact to Lender or SBA;
E. Makes, or anyone acting on their behalf makes, a materially false or misleading representation to Lander or SBA;
F. Defaults on any loan or agreement with another creditor, ifLandar believes the default may materially affect
Borrower's ability to pay this Note;
/2. Fails to pay any taxes when due;
H. Becomes the subject of a proceeding under any bankruptcy or insolvency law;
I. Has a receiver or liquidator appointed for any part of' their business or property;
$. Makes an assignment for the benefit of creditors;
K. Has any adverse change in financial condition or business operation that Lender believes may materially affect
Borrower's ability to pay this Note;
L. Reorganizes, merges, consolidates, or otherwise changes ownership or business structure without Lender's prior
written consent; or
M. Becomes the subject of a civil or criminal action that Lender believes may materially affect Borrower's ability to
pay this Note.
6. LENDER'S RIGHTS Il: THERE IS A DEFAULT:
Without notice or demand and without giving up' any of its fights, Lender may:
A. Require immediate payment of all amounts owing under this Note;
B. Collect all amounts owing from any Borrower or oGuarantor;
C. File suit and obtain judgment;
D. Take possession of any Collateral; or
E. Sell, lease, or otherwise dispose of, any Collateral at public or private sale, with or without advertisement
SBA Form 147 (10/22/9g} l~-vims ~ditio~s obsolet~ Pi~ 3/6
LENDER'S GENERAL POWERS:
Without notice and without Borrower's consent, Lender may:
A. Bid on or buy the Collateral at its sale or the sale of another lienholder, at any price it chooses;
B. Incur expenses to collect amounts due under this Note, enforce the terms of this Note or any other Loan
Document, and preserve or dispose of the Collateral. Among other things, the expenses may include payments
for property taxes, prior liens, insurance, appraisals, environmental remediation costs, and reasonable attorney's
fees and costs. If Lender incurs such expenses, it may demand immediate repayment from Borrower or add the
expenses to the principal balance;
C. Release anyone obligated to pay this Note;
D. Compromise, release, renew, extend or substitute any of the Collateral; and
E. Take any action necessary to protect the Collateral or collect amounts owing on this Note.
8. WHEN FEDERAL LAW APPLIES:
When SBA is the holder, this Note will be interpreted and enforced under federal law, including SBA regulations.
Lender or SBA may use state or local procedures for filing papers, recording documents, giving notice, foreclosing
liens, and other purposes. By using such procedures, SBA does not waive any federal immunity from stale or local
control, penalty, tax, or liability. As to this Note, Borrower may not claim or assert against SBA any local or state law
to deny any obligation, defeat any olaim of SBA, or preempt federal law.
SUCCESSORS AND ASSIGNS:
Under this Note, Borrower and Operating Company include the successors of each, and Lender includes its successors
and assigns.
10.
GENERAL PROVISIONS:
A. All individuals and emities signing this Note are jointly and severally liable.
B. Borrower waives all suretyship defenses.
C. Borrower must sign all documents necessary at any time to comply with the Loan Documen~ and to enable
Lender to acquire, perfect, or maintain Lender's liens on Collateral.
D. Lender may exercise any of its rights separately or together, as many times and in any order it chooses. L~ ender
may delay or forgo enforcing any of its right~ without giving up any of them.
E. Borrower may not use an oral statement of Lander or SBA to contradict or alter the written terms of this Note.
F. If any part of this Note is unenforceable, all other parts remain in effect.
G. To the extent allowed by law, Borrower waives all demands and notices in connection with this Note, including
presentment, demand, protest, and notice of dishonor. Borrower also waives any defenses based upon any claim
that Lender did not obtain any guarantee; did not obtain, perfect, or maintain a lien upon Collateral; impaired
Collateral; or did not obtain the fair market value of Co]lareral at a sale.
SBA Form 147 (1(2/22~8) Pr~viou~ editions obsolet~ Page 4/6
1 f. STATE-SPECIFIC PROVISIONS:
THE CONFESSION OF JUDGMENT BELOW IS PART OF THIS OBLIGATION.
THE UNDERSIGNED HEREBY AUTHORIZES AND EMPOWERS ANY ATTORNEY
OR CLERK OF ANY COURT OF RECORD IN THE UNITED STATES OR
ELSEWHERE TO APPEAR FOR AND, WITH OR WITHOUT DECLARATION FILED,
CONFESS JUDGMENT AGAINST THE UNDERSIGNED IN FAVOR OF THE
HOLDER, ASSIGNEE OR SUCCESSOR OF HOLDER OF THIS NOTE, AT ANY
TERM, FOR THE FULL OR TOTAL AMOUNT OF THIS NOTE, TOGETHER WITH
ALL "INDEBTEDNESS" PROVIDED FOR THEREIN, WITH COSTS OF SU1T AND
ATTORNEY'S COMMISSION OFTEN (10) PERCENT FOR COLLECTION; AND THE
UNDERSIGNED FmX~RESSLY RELEASES AT.I: EICRORS, WAIVES ALL STAY OF
EXECUTION, RIGHTS OF INQUISITION AND EXTENSION UPON ANY LEVY UPON
REAL ESTATE AND ALL EXEMPTION OF PROPERTY FROM LEVY AND SALE
UPON ANY EXECUTION HEREON, AND THE UNDERSIGNED EXPRESSLY
AGI~F~S TO CONDEMNATION AND EXPRESSLY R~I .INQUISHES ALL RIGHTS
TO BENEFITS OR EXEMPTIONS UNDER ANY AND ALL EXEMPTION LAWS NOW
IN FORCE OR WHICH MAY HEREAFTER BE ENACTED.
SBA Form 147 (10/98) Previous editions ob$ot~
P:~ ~/6
BOP, R. OWER'S NAME(S) AND SIGNATLrp,.E(S):
By si_m~m_e below, each individual or entiw becomes obligated under this Note ai Borrower.
~'-' (aiggai~e & tit.l~]
207 Ho~se Ava~, Suite 103
~ l-li.13., PA 17011
SBA Form 147 (10/98) Previous editions obsolete Pa~e 6/6
: (-~ '; Environmental Rider
THIS ENVIRONMENTAL RIDER dated /~,~'f~' .s ~'. . .~,~ , is a alder to
a Promisso~ Note, Note ~d Security Agre,ment, Security Ag~em~nt, L~tt~r of Credit Application or other
agreement dated ~ ~ q ~ , (~e "Agreement") from
to ~LLON B~ s~. ("Bank");
WHEREAS, Undersigned and Bank desire to incorporate the following provisions into the Agreement.
NOW, THEREFORE, Undersigned, intending to be legally bound hereby, convenants and agrees that the
following shall be added to the Agreement and made a pan thereof.
I. Additional Representations. Warranties and Covenants.
In addition to the representations, warranties, and covenants set forth in the Agreement, Undersigned
hereby represents, warrants, covenants, and agrees, on behalf of itself and each of its subsidiaries and
affiliates, if any, that:
(a)
Each of them now has and will continue to have all Environmental Permits (as hereinafter
defined) necessary for the conduct of each of their businesses and operations;
(b)
Each of them condukts and will continue t° conduct each of their businesses and operations in
material compliance with all applicable Environmental Laws (as hereinafter defined) and
Environmental Permits;
(c)
There does not exist, nor will any of them permit to exist, any event or condition that requires or
is likely to require any of them under any Environmental Law to pay or expend funds by way of
fines, judgments, damages, cleanup, remediation or the like in an aggregate amount, the payment
of which could reasonably be expected to interfere substantially with normal operations of
Undersigned or materially adversely affect the financial condition of Undersigned;
(d)
Undersigned shall notify the Bank, in writing within five (5) business days, upon becoming
aware of any pending or threatened proceeding, suit, investigation, allegation or inquiry regarding
any alleged event or condition that, if resolved unfavorably to Undersigned or any of
Undersigned's subsidiaries or affiliates, is likely to cause Undersigned or any of its subsidia~es
or affiliates under any Environmental Law to pay or expend funds by way of fines, penalties,
administrative actions, judgments, damages, cleaning, remediation, or the like, or cause
Undersigned or any of its subsidiaries or affiliates to pay or expend funds for any third party
claims, proceedings, actions or judgments for personal injury or property damage ~eanlting from
an event or condition relating to Hazardous Substances (as hereinafter defined) or from a release
or threatened release of Hazardous Substances; and
(e)
Undersigned shall provide at Undersigned's cost, upon request by Bank, certifications,
documentation, copies of pleadings and other information regarding the above, all in form and
content satisfactory to Bank.
2. Definitions.
As used in this Rider:
(a)
"Environmental Law" means any federal, state or local environmental law, statute, regulation,
rule, ordinance, court or administrative order or decree, or private agreement or interpretation,
now or hereafter in existence, relating to the manufacture, distribution, labeling, use, handling,
collection, storage, treatment, disposal or otherwise of Hazardous Substances, or in any way
relating to pollution or protection of the environment, or public health.
(b)
"Environmental Permit" means any federal, state or local permit, license or authorization issued
under or in connection with any Environmental Law.
(c)
"Hazardous Substances" means petroleum and petroleum products, radioactive materials,
asbestos, radon, lead containing materials, sewage or any materials or substances defined as or
included in the definition of "hazardous wastes," "hazardous substances," "hazardous materials,"
"toxic substances," "hazardous air pollutants," and "toxic pollutants," or "pollution" as those
terms are used in any Environmental Law.
Witness the due execution hereof.
Witness:
Individual:
(Seal)
Address
Witness:
Individual:
(Seal)
Address
AttesffW'itness:
Corporation or Other Entity
By: (Signature and Title)
By: (Stgnature and Tgle)
/~,~ ~Seal)
(Seal)
Business Address
207 ~ A~/~ErJ~, A~tl.~.t~t 103, ~ pill, ~ 17011
SBA LOAN NO: PLP 387-128-4008
LATE PAYMENT CHARGE ADDENDUM
SPECIFIED PERCENTAGE CHARGE
THIS ADDENDUM dated as of the ~gj,// day of ,,p~g$~. ~,~ , to the NOTE dated
~/~'~zt$~' ~ ~ , (the "Note") from Celtic Mt'on Publishing, Inc. ("Undersigned") to
MELLON BANK, N.A. ("Bank");
WHEREAS, Undersigned and Bank desire to incorporate the following provisions into the Note.
NOW, THEREFORE, Undersigned, intending to be legally bound hereby, covenants and agrees that the
following shall be added to the Note and made a part thereof.
1. If any payment (including without limitation any regularly scheduled payment, balloon payment and final
payment) is not paid within 15 days after it is due, Undersigned will pay a late charge equal to 4.0% of
the entire oavment due (regardless of whether part of the payment due had been made, and regardless of
whether the payment due consists of principal and interest, principal only or interest only). (Such late
charge shall be in addition to any increase made to the interest rote(s) applicable to the outstanding balance
hereof as a result of maturity of this Note or otherwise, as well as in addition to any other applicable fees,
charges and costs.) Also, Bank reserves the right to modify, in its sole discretion and upon thirty (30) days
prior written notice to Undersigned, the late charge set forth herein.
2. Except as stated in this LATE PAYMENT CHARGE ADDENDUM, the terms, covenants, conditions and
provisions of the Note will remain in full force and effect.
Witness the due execution hereof.
(Signatures) Borrower:-:
~ttest ~ '~ '
Celtic Moon Publishing, Inc.
X
By:
Address:
207 House Avenue, Suite 103
Camp Hill, PA 17011
U.S. Small Business Administration
UNCONDITIONAL GUARANTEE
SBA Loan #
SBA Loan Name
Guarantor
Borrower
Lender
Date
Note Amount
Guarantor tmeovditionally ~axantees payment to ~ of ~ ~ ~ ~d~ ~ Nom.
~ eff~t ~ ~ No~ ~ ~id ~ ~. ~ m~ pay ~ ~o~ ~ ~ ~e Hote wh~
Th~ "Note" is the pmmi~sory note dated .~,ff~'#.*7' ~ .~,~,~ ' in the pri~cipal a-~unt of
from Borrower to Lender. It includes any assumption, reaewa[, substitution, or r~placemem of the Note, and multiple
notes under ~ line of credit
DEFINn'IONS:
"CoEat~-al" m~am any prop~/~ as s~¢urity for paym~t oftl~ Note or any guara~t~ ofth~ Note,
"Loan~ masm th~ loan evicl~c~d by the Note.
"Loan Document" ~ the documents r~lated to the Loan si~zd by Borrower, Guar~tor or any oth~ guarantor, or
anyon~ who plcd~'s Cotlat~al.
"SBA" m~am the Sm,ll Blzsizl~s ~,~;stl'itiol~ a~ A~:zoy of the Unit~:l Sta~s of America.
SBA Fo~ l~ (1~) Pr~iom oailiom obsok~.
EXHIBIT
Lender may.take any of the foliow~ ection~ at any timc, without notice, without Guamut~r's con~nL and without
A. Modif,/the terms of the Note or any other Loan Document except to incre~e the amo~ ~ ~ ~e Note;
B. Refrain from taking any acdon on the Note, the Collateral, or any suarant~e;
C. Release ally Borrower or my ~q/ara~tor of the Note;
D. Comprorahe or settle with the Bon'ower or any ~usmntor of the Note;
£. Substitute or relea~ any of the Collateral, whether or not Lender receives anyrhi,~5 in term'n:
F. Foreclose upon or otherwise obtain, and dispose of, an), Col/atorai at public or private sale, with or without
advert/semant;
G'. Bid or buy at any sale o f Collateral by Lender or any other lieuholder, at any price Lander chooses; and
II. Exeroise any rights it has, includin~ those in the Note and other Loan Documant~.
These action~ will not release or reduce the obligations of Cnmrantor or create any riL~hm or c!~i,~ against Le~der.
When SBA is ~J~ h~lc~r, the Note and ~ C, mran~e will be construed and eaforc~d, under federal Iaw, indudi~ SBA
r~gulatiom. Lender or SBA may use state or local p~:w, edur~ for filing papers, reeordin~ documants, giving
lo. closing lie~, and other purpose~. By using such pro~du~, SBA do~ not waive any federal h-,~wunity f~m m or
local oonmfl, penalty., tax. or liability. As to ~is Cmarant~, Guarantor may not claim or assert any local or staz law
again.st SBA to &my any obligation, defeat any claim of SBA, or pgempt federal law.
RIGHTS, NOTICES, AND DEFf'::IqSBS THAT C6JARANTOR WAIVES:
A. Guanmtor wives ~ ril/hts to:
1) Requi~ pr-'~mm~-nt, protest, or d~m~,~d upon Borrower;,
2) Redeem any Colhterai befor~ or after L~ndor disposes of it;
3) I-bye any disposition of Colhteral adw'~/sed; ami
4) Requir~ a valuation of Colhteral befo~ or a/:~' Le~ader disposes of it
B. C-rotator waives any notice of.'
I) Any default uad~' the Note;
2) Pr~-mm~g dishonor, protea or de. md;
3) F. xe~ution ofth~ Note;
Any actioa or inaction on tl~ Note or Collateral, such a.s di~bussem~, paym~t, noupaymem, acc,~lera~,
intent to ac~lerate, assi~m~ng coll~:tion activity, and ~ eafot~m~t
5)Any change in the £wan~ial tonally/on or business opera~/ons of Bon'ower or any guarantor,
6) Any d~anges in th~ terms of the Note or otlgr Loan Do~umants. exoept inc~v, ases in tlg amoums du~ under t~
Note; and
7) The ~ or place of any sale or other disposRion of Collateral.
C. C-uamaWr waive~ defea.se~ based upon any chim that:
1) I,~mier failed to obtain any gumant~;
2) Lander failed to obt=;,~, porfact, or -~;-,t,,;,, a ~ority int~ in any property offend or t~l~ a~ Colhteral;
I~dor or other~ imF~Feriy valued or impeoted tho
4) The Colhterai cha~ed in value, or w~ negl~ed, Io~ d~'aoyed, or onderimurodg
:g~AFmm 14~ (I0/~) Pr~om M/~/om obmk~. P~2~
5) Lander impaired the Collateral;
6) Lander did not dispose of an5' of t.he Collateral:
Lender did not conduct a commereially reasonable sale:
8) Lander did not obtain the fair market value of the Collateral;
9) Lander did nnt make or pedeet a claim upon the death or disability of Borrower or any guaramor of ~e
Note:
10) The financial condition of Borrower or any guarantor was overstated or has adversely changed:
11) Lender made errors or omissions in Loan Dooumanta or admin/stration o f the Loan;
12) Lender did not seek payment from the Borrower, any other gum'antors, or any. Collateral before dernandi~_
paymem from Guarantor:
13) Lander impaired Guarantor's sure~'s?"?
14) Lander modified the Note tetras, ot!'zr ~..an to increase amomt$ due under the Note. Lr Lender modifies the
Note to increase the amounts due under tl~ Note without Guarantor's coment, Cmarantor ~511 not be liable
for the bacreased amounts and related interest and expemes, but remaim liable for all other amounu;
15) Borrower has avoided liability on the Note; or
16) Lender bas taken an action allowed under the Note, this Guarantee, or other Loan
DLrlIES AS TO COLLATERAL:
Guarantor will preserve the Collateral pledged by Cma.,antor to secure this Guarantee. Lander has no duty to pm~we or
dispose of any Collateral.
8. SUCCESSORS AND ASSIGNS:
Under this Guarantee, Guarantor includes heirs and successors, and Lender includes its successors and assigm.
9. G~NERAL PROVISIONS:
A. ENFORCEMENT EXPENSES. Guarantor promises to pay all expenses Lender incurs to enforce this Guarantee,
isazluding, but not limited to, attorney's fees and cost&
B. SBA. NOT A CO-GUARANTOR. Guaruntor's liability will continue even if SBA. pays Lender. SBA. is not a co-
guarantor with Guarantor. Guarantor has no right of contribution from SBA.
C. SUBROGATION P/Gl'iTS. Gtmmmor has no subrogation rig2xt$ as to the Note or the Collateral until the Note is
paid in full.
D. JOINT AND SEVERAL LIABILITY. Allindividualsandantitiessi?i-~asCnmrantorar~joimlyands~wrally
liable.
E. DOCLrMENT $I(3kxIING. C-ueramor muzt si~ all dnoument$ neeessar), at any time to comply with the Loan
Documents and to enable .L--ruder to acquit, perfect, or m,i,~tain L¢:ader's liens on Collateral.
F. FINANCIAL STAI"EMENTS. Guarantor mast gh'e l.,~ader f'man¢ial statemant~ as Lender requires.
O. LEN'DER'S RIGHTS CUMULATIVE, NOTWAIVED. Lt'ndermayexer~i$~anyofiterightzsepamt~lyor
together, as many times as it chooses. Lender may delay or forgo enforcing any of its rights without losing or
impairing any of th~a.
H. ORAL STA~S NOT BINDING. Guarantor may not use an oral statement to contradict or alter the writtan
terms of the Note or this Guarantee, or to ralsa a defuse to this Guarantee.
L SEVERABIL1TY. If any part of this Guarantee is found to be une~'omeable, all other peru will ~,in in effect.
I. CONSIDERATION. The consideration for this Goarantee is the Loan or any aex:ommodation by l.~-nd~ es to the
SBA Form 148 (10DS) Pre~ioua editions obsolete.
10. STATE-SPECII:IC PROVISIONS:
'"~ N N
· ..E CO: FESSIO~ OF JUDGMENT BELOW IS PART OF THIS OBLIGATION.
THE UNDERSIGNED HEREBY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR
CLERK OF ANY COURT OF RECORD IN THE UNITED STATES OR ELSEWHERE TO
APPEAR FOR .~'qD. WITH OR WITHOUT DECLARATION FILED, CONFESS
JUDGMENT AGAINST THE UNDERSIGNED IN FAVOR OF THE LENDER STATED IN
THE GUARANTY HEREOF, OR ANY ASSIGNEE OR SUCCESSOR OF LENDER. AT
ANY TERM. FOR THE FULL OR TOTAL AMOUNT AS SET FORTH IN THE
GUARANTY TOGETHER WITH ALL "LIABILITIES" PROVIDED FOR THEREIN WITH
COSTS OF SUIT AND ATTORzNEY'S COMMISSION OF TEN (10) PERCENT FOR
COLLECTION: AND THE UNDERSIGNED EXPRESSLY RELEASES ALL ERRORS,
WAIVES ..-M,L STAY OF E,'CECUTION. RIGHTS OF INQUISITION AND EXTENSION
UPON ANY LEVY UPON REAL ESTATE AND ALL EXEMPTION OF PROPERTY FROM
LEVY 2MHD SALE UPON ,-MNY EXECUTION HEREON, AND 'FIIE UNDERSIGNED
EXPRESSLY AGREES TO CONDEMNATION AND EXPRESSLY RELINQUISHtiS ALL
RIGHTS TO BENEFITS OR EXEMFTION UNDER ANY AND ALL EXEMPTION LAWS
NOW IN FORCE OR WHICH MAY HERE,ad--IsaR BE ENACTED.
SBA. Fo~m l.t~ (10~) Pr~io~ editio~
I I. GUAItAN'I'OR ACI~?qOWL£DGMENT OF
Guarantor acknowled~,es that Guarantor has mad and understands the sigmi/icance of all terms of the Note and this
Guarantee, inc[uciin~ all waivers.
12. CAJARANTOR NAME(S) PuND SIGNATLE~ (S):
Bv si-munnJ below, each in~vidual or entiw becomes obligated as Guarantor under this Guarantee.
se,u)
207 House Avenue, Suit~ 103, C~ Hill. PA I?0L1
SBA Form 14~ (10/98) ~ou~ od~ obmk-~ Pssv l/,~
AFFIDAVIT
COMMONWEALTH OF PENNSYLVANIA:
COUNTY OF LUZERNE
SS.
I, Joseph E. Sweeney, being duly sworn according to law, depose and say that I am an
Assistant Vice President of Citizens Bank of Pennsylvania. I am duly authorized to make this
affidavit on its behalf. On September 11, 2003, the amount owed to Mellon Bank, N.A., now by
assignment, Citizens Bank of Pennsylvania, pursuant to the Guaranty, was as follows:
Swom to and subscribed
befo~re me tl/,is ~ day of
j
I Luzerne Boro- Luzeme Cou~
I My Commission Expires Feb, 02, 2004
Principal balance on Note ................... $87,910.90
Interest to 09/11/03 ......................... $ 3,177.16
Attorneys' Fees (20%) ...................... $18,217.61
TOTAL $109,305.67, plus
interest and costs
Assistant Vice President
574739.1
EXHIBIT "C"
AFFIDAVIT OF LAST KNOWN ADDRESS
COMMONWEALTH OF PENNSYLVANIA:
: SS.
COUNTY OF LUZERNE :
I, Joseph E. Sweeney, Assistant Vice President of Citizens Bank of Pennsylvania, being duly
sworn according to law, depose and say that the last known address of the defendant is as follows:
Penn-Wild Publications, Inc.
4707 North Clearview Drive
Camp Hill, PA 17011
Sworn to and subscribed before me
NOTARIAL SEAL
TERRI C. SMtTH, Nota~ PL,'bI[c
f_,~ _~le Boro- Luzeme Coun~
~ Comml~lon E~lres Feb. 02, 2004
Assistant Vice President
574746.1
CERTIFICATION OF COMMERCIAL TRANSACTION
I, Joseph E. Sweeney, Assistant Vice President of Citizens Bank of Pennsylvania, depose
and say, subject to the penalties of 18 Pa. C.S. §4904 relating to unswom falsification to
authorities, that the underlying transaction relative to this complaint in confession of judgment is a
commercial transaction to the best of my knowledge or information and belief.
Assistant Vice President
574742.1
Prothonotary
Court of Common Pleas
Cumberland County Courthouse
Carlisle, PA 17013
CUMBERLAND COUNTY PENNSYLVANIA
TO:
Penn-Wild Publications, Inc.
4707 North Clearview Drive
Camp Hill, PA 17011
AS PRESCRIBED BY LAW, YOU ARE NOTIFIED THAT A JUDGMENT HAS
BEEN FILED IN THIS OFFICE AGAINST YOU BY CITIZENS BANK OF
PENNSYLVANIA IN THE AMOUNT OF $109,305.67, TOGETHER WITH 1NTEREST
I M SEPTEMBER 11, 2003, AND COSTS UNTIL PAID, ON THE .~{~,"/~DAY OF __
2003.
Yours truly,
Prothonotary
574747.1
HOURIGAN, KLUGER & QUINN
A PROFESSIONAL CORPORATION
BY: JAMES T. SHOEMAKER, ESQUIRE
IDENTIFICATION NO. 63871
LAW OFFICES
600 Third Avenue
Kingston, PA 18704
(570) 2874OO0
ATTORNEY FOR PLAINTIFF
MELLON BANK, N.A., now by assignment,:
CITIZENS BANK OF PENNSYLVANIA :
8 West Market Street
Wilkes-Barre, PA 18711-0101, :
IN THE COURT OF COMMON PLEAS
OF CUMBERLAND COUNTY
Plaintiff
VS.
CIVIL ACTION -- LAW
PENN-WILD PUBLICATIONS, INC.
4707 North Clearview Drive
Camp Hill, PA 17011,
Defendant
IN CONFESSION OF JUDGMENT
NO. 03-5130 Civil
AFFIDAVIT OF RETURN OF SERVICE BY MAIL
Oa 00.o~ 1, 2003, I mailed ~ nq~ite 2958.1 Notice ~ ca-lifted mil, ~ ~iF n~l~t~ a~l ~ ~il to DE~ Penn-Wild
Publications, Inc. lh~IMmdint sign~d~r~annm~d~u~mddiv~and~n:~d~t~atta~h~dh~r~Exhi~t"A~"wa~[~a~rn~dby~St~
0cto~3,2~3.
Inuketh~estate~/a Imuantto 18 PA. Com. Sbt ~49~4rd~ tomuw~fflsili~mto au$od~es andun&nmdthaffals¢ s~t~men~ may subject
fly COMMISSIO , L ,' .......
HOURIGAN, KLUGER & QUINN, P.C.
Jnc~ T. Sho~kca', Esquire
Atlon~ for Pl~i'"~
· Complete items 1, 2, and 3. Also complete
~te~n 4 if Restricted Delivery is desired.
· Pdnt your name and address on the reverse
so that we can return the card to you.
· Attach{his'card to the back of the mailpiece,
or on the front if space permits.
2. Articie Number (Copy h
i PS Form 3811, July 1'999
Date of Delivery
C. Signature
Agent
Addressee
address different from
If YES, enter delivery ~[ddress below: [] No
3. Service Type
[] Certified Mail [] E~press Mall
[] Registere~, [] Return Receipt for Merchandise
[] insured Mail [] C.O.D.
Restricted Delivery? (E'~tra Fee) [] Yes
7002 2410 0006 1863 8019
Domestic Return Receipt 102595-00-M-0952