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HomeMy WebLinkAbout07-5698' KEEPER WOOD ALLEN 8c fViHAL, LLP 210 WALNUT STREET ' °O BOX ~ 1963 HARRISBURG, PA 17108-1963 MANUFACTURERS AND TRADERS IN THE COURT OF COMMON PLEAS OF TRUST COMPANY CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff CIVIL ACTION -LAW v. NO. 07- 5c~98 Ci~~ t TAM NOBLE DENTAL ART, INC. CONFESSION OF JUDGMENT Defendant CONFESSION OF JUDGMENT By virtue of the authority conferred by the Note, a 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 for the sum of $147,891.17, and costs of suit. ~-'O .~ Eugene E.l~pinsky, Jr. Attorney for Defendant by virtue of the authorization contained in the Note KEEPER WOOD ALLEN He fV1HAL, LLP 210 WALNUT STREET . PO BOX 'J 1963 ' HARRISBURG, PA 17108-1963 MANUFACTURERS AND TRADERS IN THE COURT OF COMMON PLEAS OF TRUST COMPANY CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff v. NOBLE DENTAL ART, INC. Defendant COMPLAINT CIVIL ACTION -LAW NO. CONFESSION OF JUDGMENT 1. Plaintiff Manufacturers and Traders Trust Company is a New York banking corporation, with an office at 213 Market Street, Harrisburg, Pennsylvania 17105. 2. Defendant Noble Dental Art, Inc. is a Pennsylvania Corporation, whose address is 701 South West Street, Carlisle, Pennsylvania 17013. 3. On or about October 3, 2005, Defendant, for good and valuable consideration, executed and delivered a Term Note (the "Note"). A true and correct copy of said Note is attached hereto, made a part hereof and marked Exhibit "A". 4. The Note referred to in Paragraph 3 above has not been assigned by Plaintiff to any person or organization. 5. Judgment has not been entered on the Note referred to in Paragraph 3 above in any jurisdiction. 6. The Note provides that Plaintiff may confess judgment against Defendant for the full principal balance, all accrued interest and all other amounts due under the Note, together with costs of suit and 10% added as an attorney's fee. 7. The Defendant's obligations are in default, among other things, by reason of the failure to pay all amounts due under the Note. KEEPER WOOD ALLEN 8c fViHAL, LLP 210 WALNUT STREET S'O BOX 11963 HARRISBURG, PA 17108-1963 8. The amount due on the Note as of September 26, 2007, is $134,446.52 of which $133,773.01 is principal and $673.51 is interest. 9. This confession of judgment is not being filed against a natural person(s) in regards to a consumer credit transaction. WHEREFORE, Plaintiff demands judgment against Defendant in the sum of $147,891.17, together with interest as may hereafter accrue and costs of suit. KEEPER WOOD ALLEN & RAHAL, LLP Date: September 26, 2007 By: E E. Pepinsky, Jr. Attorney I.D. #23702 210 Walnut Street P.O. Box 11963 Harrisburg, PA 17108-1963 (717) 255-8051 Attorneys for Plaintiff VERIFICATION The and®rsigned Kenneth ~_ Milliken, hereby verit~i6s end state® that: ~. He Is Vice PresldentofManufacturersand Traders Trust Company, PlalntlfFherein; 2. He is authorized to make this Verification on Its behalf; 3. The facts set forth in the foregoing Complaint are true ®nd correct to the best of his knowledge, information and belief; and A~. He is aware that false statements herein ar® made aubJect to the penAlties of 18 P®. C.S. g 490~F, rotating to unswom falslflcation to authorities. Kenneth L. Milliken Dated: Sept®mbsr Zoo , 2007 .. ~ ~ M~ TERM NOTE f Manufacturers and Traders Trust Company P('nr1SylVarlla i0 1 ?, ,Zoos $ 150,000.00 i BORROWER: NOBLE DENTAL ART, INC., a corporation organized under the laws of Pennsylvania .Address of chief executive office: 701 South West Street, Carlisle, Pennsylvania 17013 BANK: MANUFACTURERS AND TRADERS TRUST COMPANY, a New York banking corporation with banking offices at One M&T Plaza, Buffalo, New York 14240 Attention: Office of General Counsel Promise to Pay. For value received, and intending to be legally bound, Borrower promises to pay to the order of the Bank, on the dates set forth below, the principal sum of ONE HUNDRED FIFTY THOUSAND DOLLARS AND NO CENTS ($150,000.00) (the "Principal°) plus interest as agreed below and all fees and costs (including without limitation attorneys' fees and disbursements whether for internal or outside counsel) the Bank incurs in order to collect any amount due under this Note, to negotiate or document a workout or restructuring, or to preserve its rights or realize upon any guaranty or other security for the payment of this Note ("Expenses"). Interest. The unpaid Principal of this Note shall earn interest calculated on the basis of a 360-day year for the actual number of days of each year (365 or 366) from and including the date the proceeds of this Note were disbursed to, but not including, the date all amounts hereunder are paid in full, at a rate per year which shall on each day be 7.25%. If no rate is specified, interest shall accrue at the Maximum Legal Rate (defined below). Maximum Legal Rate. It is the intent of the Bank and Borrower that in no event shall interest be payable at a rate in excess of the maximum rate permitted by applicable law (the "Maximum Legal Rate"). Solely to the extent necessary to prevent interest under this Note from exceeding the Maximum Legal Rate, any amount that would be treated as excessive under a final judicial interpretation of applicable law shall be deemed to have been a mistake and automatically canceled, and, if received by the Bank, shall be refunded to Borrower. Default Rate: If an Event of Default (defined below) occurs, the interest rate on the unpaid. Principal shall immediately be automatically increased to 5 percentage points per year above the otherwise applicable rate per year, and any judgment entered hereon or otherwise in connection with any suit to collect amounts due hereunder shall bear interest at such default rate. Repayment of Principal and Interest; Late Charge. Payments shall be made in immediately available United States funds at any banking office of the Bank. Interest will continue to accrue until payment is actually received. If payment is not received within five days of its due date, Borrower shall pay a late charge equal to the greatest of (a) $50.00, (b) 5% of the delinquent amount or (c) the Bank's then current late charge as announced from time to time. Payments may be applied in any order in the sole discretion of the Bank but, prior to default, shall be applied first to past due interest, Expenses, late charges and principal, then to current interest, Expenses, late charges and principal, and last to remaining principal. The Maturity Date of this Note is I ~ / ~i , 2015. Borrower shall pay Principal and interest in one hundred twenty (120) consecutive level monthly installments consisting of both Principal and interest,~mortized over a period of ten (10) years, commencing on ~ oyErrbEr 1 2005 and on the 1 ~ day of each month thereafter consisting of one hundred nineteen (119) equal installments of Principal and interest each in the amount of $1,769.04 and ONE (1) FINAL INSTALLMENT on the Maturity Date in an amount equal to the outstanding Principal togetherwith all otheramounts outstanding hereunder including, without limitation, accrued interest, costs and expenses. PLEASE NOTE THAT THE FINAL INSTALLMENT OF PRINCIPAL SHALL BE HIGHER THAN EXPECTED IF (1) A PAYMENT IS RECEIVED AFTER THE DUE DATE OR (2) THE INTEREST RATE UNDER THE NOTE IS A VARIABLE RATE AND THERE 1S AN INCREASE IN THE INTEREST RATE DURING THE TERM OF THE NOTE. IN THOSE SITUATIONS, MORE INTEREST WILL BE DUE THAN PLANNED AND LESS OF THE INSTALLMENT WILL BE APPLIED TO PRINCIPAL. Prepayment Premium. During the term of this Note, Borrower shall have the option of paying the Principal to the Bank in advance of the Maturity Date, in whole or in part, at any time and from time to time upon written notice received by the Bank at least three (3) business days prior to making such payment; provided, however, as consideration of the privilege of making such prepayment, Borrower shall pay to the Bank a premium equal to the greater of (a) one percent (1 %) of the Principal prepaid, or (b) an amount equal to the present value of the difference between (i) the amount of interest that would have accrued on the Principal during the remaining term of the Note, at the interest rate set forth herein in effect on the date of prepayment and (ii) the amount of interest that would have accrued on the Principal during the remaining term of this Note at the Current Market Rate. If the rate being charged on this Loan is variable, no premium will be charged. "Current Market Rate" shall mean the most recent yield on United States Treasury Obligations adjusted to a constant maturity having a term most nearly corresponding to the term remaining from the date of prepayment to the Maturity Date, in effect two (2) business days prior to the prepayment date as published by the Board of Governors of the Federal Reserve System in the Federal Reserve Statistical Release H.15 (519), or by such other quoting service, index or commonly available source utilized by the Bank. The present value calculation used herein shall use the Current Market Rate as the discount rate and shall be calculated as if each installment of the Principal had been made during the remaining term of this Note. Each partial prepayment of the Principal shall be applied in inverse order of maturity. Upon making any prepayment of the Principal in whole, Borrower shall pay to the Bank all interest and Expenses owing pursuant to this Note and remaining unpaid. This prepayment premium shall not apply if the Principal amount of this Note is $50,000 or less and is secured by a mortgage on Pennsylvania real property containing Iwo or less residential units or on which two or fewer residential units are to be built (including obligations on a residential condominium unit). !n the event the Maturity Date of this Note is accelerated following an Event of Default by Borrower, any tender of payment of the amount iecessary to satisfy the entire indebtedness made after such Event of Default shall be expressly deemed a voluntary prepayment. In such a :ase, to the extent permitted by law, the Bank shall be entitled to the amount necessary to satisfy the entire indebtedness, plus the appropriate prepayment premium calculated in accordance with the preceding paragraph. 'Representations, Warranties and Covenaq~~- Borrower represents, warrants and acknowled~- ~ to and agrees and covenants with the Bank that now and wntil this Note is paid in full: ( a. Business Purpose. The Loan proceeds shall be used onlyfora business purpose and notforany personal, family orhousehold purpose, .unless the following box is checked: O Personal Loan. b. Good Standing Authority. Borrower is an entity or sole proprietor (i) duly organized and existing and in good standing under the laws of the jurisdiction in which it was formed, (ii) duly qualified, in good standing and authorized to do business in every jurisdiction in which failure to be so qualified might have a material adverse effect on its business or assets and (iii) has the power and authority to own each of its assets and to use them as contemplated now or in the future. c. Legality. The execution, issuance, delivery to the Bank and performance by Borrower of this Note (i) are in furtherance of Borrower's purposes and within its power and authority; (ii) do not (A) violate any statute, regulation or other law or any judgment, order or award of any court, agency or other governmental authority or of any arbitrator or (B) violate Borrower's certificate of incorporation or other governing instrument, constitute a default under any agreement binding on Borrower, or result in a lien or encumbrance on any assets of Borrower; and (iii) have been duly authorized by all necessary corporate or partnership action. d. Compliance. The Borrower conducts its business and operations and the ownership of its assets in compliance with each applicable statute, regulation and other law, including without limitation environmental laws. All approvals, including without limitation authorizations, permits, consents, franchises, licenses, registrations, filings, declarations, reports and notices (the "Approvals") necessary to the conduct of Borrower's business and for Borrower's due issuance of this Note have been duly obtained and are in full force and effect. The Borrower is in compliance with all conditions of each Approval. e. Financial and Other Information. For each year until this Note is paid in full, Borrower shall provide to the Bank in form and number of copies and by accountants satisfactory to the Bank, within 90 days after the end of each fiscal year of the Borrower, statements of income and cash flows and the financial position and balance sheet of the Borrower as of the fiscal year end, each in reasonable detail and certified by an officer or member of Borrower to have been prepared in accordance with generally accepted accounting principles to present fairly the results of Borrower's operations and cash flows and its financial position in conformity with such principles, and to be correct, complete and in accordance with Borrower's records. Promptly upon the request of the Bank from time to time, Borrower shall supply all additional information requested and permit the Bank's officers, employees, accountants, attorneys and other agents to (A) visit and inspect each of Borrower's premises, (B) examine, audit, copy and extract from Borrower's records and (C) discuss Borrower's or its affiliates' business, operations, assets, affairs or condition (financial or other) with its responsible officers and independent accountants. f. Accounting; Tax Returns and Payment of Claims. Borrower will maintain a system of accounting and reserves in accordance with generally accepted accounting principles, has filed and will file each tax return required of it and, except as disclosed in an attached schedule, has paid and will pay when due each tax, assessment, fee, charge, fine and penalty imposed by any taxing authority upon Borrower or any of its assets, income or franchises, as well as all amounts owed to mechanics, materialmen, landlords, suppliers and the like in the ordinary course of business. g. Title to Assets; Insurance. Borrower has good and marketable title to each of its assets free of security interests and mortgages and other liens except as disclosed in its financial statements or on a schedule attached to this Note or pursuant to the Bank's prior written consent. Borrower will maintain its property in good repair and will maintain and on request provide the Bank with evidence of insurance coverage satisfactoryto the Bank including without limitation fire and hazard, liability, worker's compensation and business interruption insurance and flood hazard insurance as required. h. Judgments and Litigation. There is no pending or threatened claim, audit, investigation, action or other legal proceeding or judgment, order or award of any court, agency or other governmental authority or arbitrator (each an "Action") which involves Borrower or its assets and might have a material adverse effect upon Borrower or threaten the validity of this Note or any related document or transaction. Borrower will immediately notify the Bank in writing upon acquiring knowledge of any such Action. i. Notice of Change of Address and of Default. Borrower will immediately notify the Bank in writing (i) of any change in its address or of ttie location of any collateral securing this Note, (ii) of the occurrence of any Event of Default defined below, (iii) of any material change in Borrower's ownership or management and (iv) of any material adverse change in Borrower's ability to repay this Note. j. No Transfer of Assets. Until this Note is paid in full, Borrower shall not without the prior written consent of the Bank (i) sell or otherwise dispose of substantially all of its assets, (ii) acquire substantially all of the assets of another entity, (iii) if it is a corporation, participate in any merger, consolidation or other absorption or (iv) agree to do any of these things. Events of Default; Acceleration. The following constitute an event of default ("Event of Default"): (i) failure by Borrower to make any payment when due (whether at the stated maturity, by acceleration or otherwise) of the amounts due under this Note, or any part thereof, or there occurs any event or condition which after notice, lapse of time or both will permit such acceleration; (ii) Borrower defaults in the performance of any covenant or other provision with respect to this Note orany otheragreement between Borrowerand the Bank or any of its affiliates or subsidiaries (collectively, "Affiliates"); (iii) Borrower fails to pay when due (whether at the stated maturity, by acceleration or otherwise) any indebtedness for money owing to the Bank (other than under this Note), any third party or any Affiliate, the occurrence of any event which could result in acceleration of payment of any such indebtedness or the failure to perform any agreement with any third party; (iv) the reorganization, merger, consolidation ordissolution of Bon•ower(orthe making of any agreement therefor); the sale, assignment, transfer or delivery of all or substantially all of the assets of Borrower to a third party; or the cessation by Borrower as a going business concern; (v) the death or judicial declaration of incompetency of Borrower, if an individual; (vi) failure to pay, withhold or collect any tax as required bylaw; the service or filing against Borrower or any of its assets of any lien (other than a lien permitted in writing by the Bank), judgment, garnishment, order or award, otherthan a judgment, order or award for which Borrower is fully insured, if ten (10) days thereafter such judgment, order or award is not satisfied, vacated, bonded or stayed pending appeal; (vii) ifBon•ower becomes insolvent (however such insolvency is evidenced) or is generally not paying its debts as such debts become due; (viii) the making of any general assignment by Borrower for the benefit of creditors; the appointment of a receiver or similar trustee for Borrower or its assets; or the making of any, or sending notice of any intended, bulk sale; (ix) Borrower commences, or has commenced against it, any proceeding or request for relief under any bankruptcy, insolvency or similar laws now or hereafter in effect in the United States of America or any state or territory thereof or any foreign jurisdiction or any formal or informal proceeding for the dissolution or liquidation of, settlement of claims against orwinding up of affairs of Borrower; (x) any representation orwarranty made in this Note, any related document, any agreement between Borrower and the Bank or any Affiliate or in any financial statement of Borrower proves to have been misleading in any material respect when mad°~ Borrower omits to state a material fact necess?~r to make the statements made in this Note, any related document, any agreement betty( 3orrower and the Bank or any Affiliate or any( ncial statement of Borrower not misleading in lightofthe circumstances in which they were made; or, if upon the date o~'execution of this Note, there shall have been any materially adverse change in any of the facts disclosed in any financial statement, representation or warranty that was not disclosed in writing to the Bank at or prior to the time of execution hereof; (xi) any pension plan of Borrower fails to comply with applicable law or has vested unfunded liabilities that, in the opinion of the Bank, might have a material adverse effect on Borrower's ability to repay its debts; (xii) the occurrence of any event described in sub-paragraph (i) through and including (xi) hereof with respect to any endorser, guarantor or any o#her party liable for, or whose assets or any interest therein secures, payment of any ofthe amounts due underthis Note ("Guarantor"); (xiii) there occurs any change in the management orownership of Borrower or any Guarantor which is, in the opinion of the Bank, materially adverse to its interest and which remains uncorrected for thirty days after the Bank notifies Borrower of its opinion; (xiv) Borrower fails to supply new or additional collateral within ten days of request by the Bank; or (xv) the Bank in good faith deems itself insecure with respect to payment or performance of under this Note. All amounts hereunder shall become immediately due and payable upon the occurrence of (ix) above, or at the Bank's option, upon the occurrence of any other Event of Default. Right of Setoff. The Bank shall have the right to set off against the amounts owing under this Note any property held in a deposit or other account with the Bank or any Affiliate or otherwise owing by the Bank or any Affiliate in any capacity to Borrower or any Guarantor or endorser of this Note. Such set-off shall be deemed to have been exercised immediately at the time the Bank or such Affiliate elect to do so. Miscellaneous. This Note, together with any related loan and security agreements and guaranties, contains the entire agreement between the Bank and Borrower with respect to the Note, and supersedes every course of dealing, other conduct, oral agreement and representation previously made by the Bank. All rights and remedies of the Bank under applicable law and this Note or amendment of any provision of this Note are cumulative and not exclusive. No single, partial or delayed exercise by the Bank of any right or remedy shall preclude the subsequent exercise by the Bank at any time of any right or remedy of the Bank without notice. No waiver or amendment of any provision of this Note shall be effective unless made specifically in writing by the Bank. No course of dealing or other conduct, no oral agreement or representation made by the Bank, and no usage of trade, shall operate as a waiver of any right or remedy of the Bank. No waiver of any right or remedy of the Bank shall be effective unless made specifically in writing by the Bank. Borrower agrees that in any legal proceeding, a copy of this Note kept in the Bank's course of business may be admitted into evidence as an original. This Note is a binding obligation enforceable against Borrower and its successors and assigns and shall inure to the benefit of the Bank and its successors and assigns. If a court deems any provision of this Note invalid, the remainder of the Note shall remain in effect. Section headings are for convenience only. Singular number includes plural and neuter gender includes masculine and feminine as appropriate. Notices. Any demand or notice hereunder or under any applicable law pertaining hereto shall be in writing and duly given if delivered to Borrower (at its address on the Bank's records) or to the Bank (at the address on page one and separately to the Bank officer responsible for Borrower's relationship with the Bank). Such notice or demand shall be deemed sufficiently given for all purposes when delivered (i) by personal delivery and shat( be deemed effective when delivered, or (ii) by mail or courier and shall be deemed effective three (3) business days after deposit in an official depository maintained by the United States Post Office for the collection of mail or one (1) business day after delivery to a nationally recognized overnight courierservice (e.g., Federal Express). Notice by a-mail is not valid notice underthis or any other agreement between Borrower and the Bank. Joint and Several. If there is more than one Borrower, each of them shall be jointly and severally liable for all amounts and obligations which become due under this Note and the term "Borrower" shall include each as well as all of them. Governing Law; Jurisdiction. This Note has been delivered to and accepted bythe Bank and will be deemed to be made in the Commonwealth of Pennsylvania. Unless provided otherwise under federal law, this Note will be interpreted in accordance with the laws of the Commonwealth Of PennS)/IVanla eXClUding Its Conflict Of 18WS rU12S. BORROWER HEREBY IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT IN THE COMMONWEALTH OF PENNSYLVANIA IN A COUNTYOR JUDICIAL DISTRICT WHERE THE BANK MAINTAINS A BRANCH AND CONSENTS THAT THE BANK MAY EFFECT ANY SERVICE OF PROCESS IN THE MANNER AND AT BORROWER'S ADDRESS SET FORTH ABOVE FOR PROVIDING NOTICE OR DEMAND; PROVIDEDTHAT NOTHINGCONTAINED IN THIS NOTE WILL PREVENTTHE BANK FROM BRINGINGANYACTION, ENFORCING ANYAWARD ORJUDGMENT OR EXERCISING ANY RIGHTS AGAINST BORROWER INDIVIDUALLY, AGAINST ANY SECURITY OR AGAINST ANY PROPERTY OF BORROWER WITHIN ANY OTHER COUNTY, STATE OR OTHER FOREIGN OR DOMESTIC JURISDICTION. BOrrOWer acknOWledgeS and agrees that the Venue provided abOVe IS the mOSt convenientforum forboth the Bank and Borrower. Borrowerwaives any objection to venue and any objection based on a more convenientforum in any action instituted under this Note. Wa1Ver Of Jury Trldl. BORROWER AND THE BANK HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY BORROWER AND THE BANK MAY HAVE IN ANY ACTION OR PROCEEDING, IN LAW OR IN EQUITY, IN CONNECTION WITH THIS NOTE OR THE TRANSACTIONS RELATED HERETO. BORROWER REPRESENTS AND WARRANTS THAT NO REPRESENTATIVE OR AGENT OF THE BANK HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE BANK WILL NOT, IN T HE EVENT OF LITIGATION, SEEKTO ENFORCE THIS JURYTRIAL WAIVER. BORROWER ACKNOWLEDGES THAT THE BANK HAS BEEN INDUCED TO ENTER INTO THIS NOTE BY, AMONG OTHER THINGS, THE PROVISIONS OF THIS SECTION. POWer t0 COnfeSS Judgment. BORROWER HEREBY EMPOWERS ANY ATTORNEY OF ANY COURT OF RECORD, AFTER THE OCCURRENCE OF ANY EVENT OF DEFAULT HEREUNDER, TO APPEAR FOR BORROWER AND, WITH OR WITHOUT COMPLAINT FILED, CONFESS JUDGMENT, OR A SERIES OF JUDGMENTS, AGAINST BORROWER IN FAVOR OF THE BANK OR ANY HOLDER HEREOF FOR THE ENTIRE PRINCIPAL BALANCE OF THIS NOTE, ALL ACCRUED INTEREST AND ALL OTHER AMOUNTS DUE HEREUNDER, TOGETHER WITH COSTS OF SUIT AND AN ATTORNEY'S COMMISSION OF THE GREATER OF TEN PERCENT (10%) OF SUCH PRINCIPAL AND INTEREST OR $1,000 ADDED AS A REASONABLE ATTORNEY'S FEE, AND FOR DOING SO THIS NOTE OR A COPY VERIFIED BY AFFIDAVIT SHALL BE A SUFFICIENT WARRANT. BORROWER HEREBY FOREVER WAIVES AND RELEASES ALL ERRORS IN SAID PROCEEDINGS AND ALL RIGHTS OFAPPEAL AND ALL RELIEF FROM ANY AND ALL APPRAISEMENT, STAY OR EXEMPTION LAWS OF ANY STATE NOW IN FORCE OR HEREAFTER ENACTED. INTEREST ON ANY SUCH JUDGMENT SHALL ACCRUE AT THE DEFAULT RATE. NO SINGLE EXERCISE OF THE FOREGOING POWER TO CONFESS JUDGMENT, OR A SERIES OF JUDGMENTS, SHALL BE DEEMED TO EXHAUSTTHE POWER, WHETHER OR NOTANY SUCH EXERCISE SHALL BE HELD BYANY COURTTO BE INVALID, VOIDABLE, OR VOID, BUTTHE POWER SHALL CONTINUE UNDIMINISHED AND IT MAY BE EXERCISED FROM TIME TO TIME AS OFTEN AS THE BANK SHALL ELECT UNTIL SUCH TIME AS THE BANK SHALL HAVE RECEIVED PAYMENT IN FULL OF THE DEBT, INTEREST AND COSTS. Preauthorized Transfers from Deposit Acc nt. If a deposit account number is provided in this paragraph Borrower hereby authorizes the BanktodebitBorrower'sdepositaccount# ~~~~f~3~)~~ with the Bank automaticallyforanyamountwhichbecomes due under this Note. Acknowledgment. Borrower acknowledgerr~~'~at it has read and understands all the provisi ~ ~'of this Note, including the Confession of Judgment, Governing law, Jurisdiction al. Jaiver of Jury Trial, and has been advised b~ unsel as necessary or appropriate.• Tax -D/SS# 71-0889228 NOBLE DE L ART, INC. B '~~ ~ ~ ~ ~~. S y David L. G er, President Signature of Witness: Typed Name of Witness: V Avg ~ A ~Y'^ ACKNOWLEDGMENT COMMONWEALTH OF PENNSYLVANIA ) COUNTY OF ~!i._L~,Q~~j j/'~u~ ~ SS. On the '~1~~ day of dG~Z~ , in the year 2005, before me, the undersigned, a Notary Public in and for said Commonwealth, personally appeared DAVID L. GUYER, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within said instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/Jagr signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instr~.ry~tent. „ ( ~ p Notary Public COMMONWEALTH OF PENNSYLVANIA Notarial Seal Kathy J. Lear, Notary Public Carlisle Borg, Cumberland County My Commissbn Expires July 26, 2008 Member, Pennsylvania Association Of Notaries FOR BANK USE ONLY Authorization Confirmed: Product Code: i require per re i o icy anua ec ion , paragrap Disbursement of Funds: Credit A/C # Off Ck # Payoff Obligation # r7 r-, ~ ~ _ t_-_, _ •-,.~ C~. r7 P # .J ~.~ c~ ~ O `. _~- ~ ' . ~ ~ C::i ~ _, ~ ~ - Sb d .C ~ d r; _, ~ ~_ .. ; ~ `~ ~ :..1 ,~ r KEEPER WOOD ALLEN & RAHAL, LLP 210 WALNUT STREET PO BOX 1.1963 HARRISBURG, PA 17108-1963 MANUFACTURERS AND TRADERS TRUST COMPANY Plaintiff v. NOBLE DENTAL ART, INC. Defendant IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION -LAW NO. a1- Civil ~~M CONFESSION OF JUDGMENT NOTICE OF DEFENDANT'S RIGHTS A judgment in the amount of $147,891.17 has been entered against you and in favor of the Plaintiff without any prior notice or hearing based on a confession of judgment contained in a written agreement or other paper allegedly signed by you. The sheriff may take your money or other property to pay the judgment at any time after thirty (30) days after the date on which this notice is served on you. You may have legal rights to defeat the judgment or to prevent your money or property from being taken. YOU MUST FILE A PETITION SEEKING RELIEF FROM THE JUDGMENT AND PRESENT IT TO A JUDGE WITHIN THIRTY (30) DAYS AFTER THE DATE ON WHICH THIS NOTICE IS SERVED ON YOU OR YOU MAY LOSE YOUR RIGHTS. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER AND 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 32 South Bedford Street Carlisle, PA 17013 Telephone: (717) 249-3166 (800) 990-9108 KEEPER WOOD ALLEN & RAHAL, LLP By: Eugene E. Pepinsky, Jr. Attorney I.D. #23702 210 Walnut Street P.O. Box 11963 Harrisburg, PA 17108-1963 (717) 255-8051 Attorneys for Manufacturers and Traders Trust Company ~ --a t _--i i __. . ~ _ ~, (d y ~ 4'x.7 i-'~ ~ _:~ r , :'e , ~.t:' ,` ~ "`'s • sM., ` KEEPER WOOD ALLEN & RAHAL, LLP 210 WALNUT STREET E'O BOX 11963 HARRISBURG, PA 17108-1963 MANUFACTURERS AND TRADERS TRUST COMPANY Plaintiff v. NOBLE DENTAL ART, INC. Defendant IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION -LAW NO. 4'j-SGy~ Civil (err" CONFESSION OF JUDGMENT NOTICE To: NOBLE DENTAL ART, INC., Defendant You are hereby notified that on _, 2007, judgment by confession was entered against you in the sum of $147,891.17 in the above captioned case. Dated: , 2007 5 r honotary 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 32 South Bedford Street Carlisle, PA 17013 Telephone: (717) 249-3166 (800) 990-9108 I hereby certify that the following is the address of the Defendant stated in the certificate of residence. Noble Dental Art, Inc. 701 South West Street Carlisle, PA 17013 Attorney fo ain ' (s) ~..~ . KEEPER WOOD ALLEN & RAHAL, LLP 210 WALNUT STREET , . E'O BOX 1.1963 HARRISBURG, PA 17108-1963 MANUFACTURERS AND TRADERS IN THE COURT OF COMMON PLEAS OF TRUST COMPANY CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff v. : NOBLE DENTAL ART, INC. Defendant NOTICE NOBLE DENTAL ART, INC., Defendido CIVIL ACTION -LAW NO. CONFESSION OF JUDGMENT Usted esta siendo notificando que el de del 2007, se anoto en contra suya un fallo por confesion en la suma de $147,891.17 en el caso mencionado en el epigrafe. FECHA: , 2007 Prothonotary LISTED DEBE LLEVAR IMMEDIATAMENTE ESTE DOCUMENTO A SU ABOGADO. SI LISTED NO TIENE UN ABOGADO O NO PUEDE PAGARLE A LINO, LLAME O VAYA A LA SIGUIENTE OFICINA PARA AVERIGUAR DONDE PUEDE ENCONTRAR ASISTENCIA LEGAL. CUMBERLAND COUNTY BAR ASSOCIATION 32 South Bedford Street Carlisle, PA 17013 Telephone: (717) 249-3166 (800) 990-9108 Certifico que la siguiente direccion es la del defendido/a segun indicada en el certificado de residencia: Noble Dental Art, Inc. 701 South West Street Carlisle, PA 17013 i Attorney P aintiff(s)