The URL can be used to link to this page

Home My WebLink About09-1884Brian P. Downey (PA 59891) Justin G. Weber (PA 89266) PEPPER HAMILTON LLP 100 Market Street, Suite 200 Post Office Box 1181 Harrisburg, PA 17108-1181 717.255.1155 717.238.0575 Fax RITE AID CORPORATION, Plaintiff, vs. Attorneys for Plaintiff Rite Aid Corporation IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION NO. d4 -l ~~ l.- ~ L ~ ~ ~L_ IN-STORE BROADCASTING NETWORK, CIVIL ACTION - LLC, CONFESSION OF JUDGMENT FOR MONEY Defendant. CONFESSION OF .JUDGMENT Pursuant to the authority contained in the warrant of attorney, the original or a copy of which is attached to the complaint filed in this action, I appear for the Defendant In- Store Broadcasting Network, LLC, and confess judgment in favor of the Plaintiff Rite Aid Corporation, and against the Defendant in the amount of $879,209.92 plus costs of suit and attorneys' fees which are still accruing. Date: March 25, 2009 C~.C~-~- P. DOWNEY (PA 59891) IN G. WEBER (PA 89266) Pepper Hamilton LLP 100 Market Street, Suite 200 P.O. Box 1181 Harrisburg, PA 17108-1181 717.255.1155 717.238.0575 (fax) downeyb~a pepperlaw.com weberjg~a pepperlaw.com Attorneys for Plaintiff Rite Aid Corporation Brian P. Downey (PA 59891) Justin G. Weber (PA 89266) PEPPER HAMILTON LLP 100 Market Street, Suite 200 Post Office Box 1181 Harrisburg, PA 17108-1181 717.255.1155 717.238.0575 Fax RITE AID CORPORATION, Plaintiff, Attorneys for Plaintiff Rite Aid Corporation IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA vs. CIVIL ACTION NO. OQ- ~$g~p ~IV~~ 6 1N-STORE BROADCASTING NETWORK, CIVIL ACTION - LLC, CONFESSION OF JUDGMENT FOR MONEY Defendant. COMPLAINT IN CONFESSION OF JUDGMENT NOW COMES plaintiff, Rite Aid Corporation ("Plaintiff'), by its undersigned attorneys, and files this complaint for judgment by confession of money. PARTIES Plaintiff is a Delaware corporation with an office located at 30 Hunter Lane, Camp Hill, Cumberland County, Pennsylvania 17011. 2. Defendant In-Store Broadcasting Network, LLC is a Utah limited liability company with an address of 175 South Main Street, Suite 1600, Salt Lake City, Utah 84101. INSTRUMENT 3. On or about November 18, 2008, Defendant and Plaintiff entered into an agreement whereby Defendant agreed to pay to Plaintiff $510,000, with $310,000 to be paid on or before December 10, 2008, to settle a dispute in which Plaintiff claimed it was owed $1,004,209.92 (the "Agreement"). (A true and correct copy of the Agreement is attached hereto as Exhibit "A"). Defendant agreed that if it did not pay Plaintiff $310,000 on or before December 10, 2008, Plaintiff would obtain a judgment for $1,004,209.92 plus reasonable attorneys fees. DEFAULT 4. Defendant failed to pay $310,000 to Plaintiff on or before December 10, 2008. 5. To the date of this Complaint, Defendant has paid only $125,000 of the outstanding amount due to Plaintiff thereby constituting a default and permitting Plaintiff to confess judgment. 6. In the Agreement, Defendant, in pertinent part, authorized "any attorney of record or clerk of any court in the Commonwealth of PA" to "appear for and confess or enter judgment against IBN for $1,004,209.92." ITEMIZED COMPUTATION OF AMOUNT DUE 7. The amount due from Defendant to Plaintiff under the Agreement is $879,209.92, which is composed of the $1,004,209.92 agreed upon judgment amount minus the $125,000 that Defendant paid to Plaintiff. JUDGMENT NOT BEING ENTERED AGAINST A NATURAL PERSON IN CONNECTION WITH A CONSUMER CREDIT TRANSACTION 8. The judgment is not being entered by confession against a natural person in connection with a consumer credit transaction. NO ASSIGNMENT OF THE INSTRUMENT NO PRIOR ENTRY OF JUDGMENT ON THE INSTRUMENT 9. The Agreement was not previously assigned. 10. Judgment for money has not been entered on the Agreement in any jurisdiction. -2- INSTRUMENT NOT MORE THAN TWENTY YEARS OLD 11. Defendant executed the Agreement less than twenty years ago. DEMAND FOR JUDGMENT WHEREFORE, as authorized by the warrant contained in the Agreement, Plaintiff demands judgment against Defendant in the amount of $879,209.92 plus continuing interest, reasonable attorneys fees and costs of suit. Respectfully submitted, B A P. DOWNEY (PA 59891) IN G. WEBER (PA 89266) Pepper Hamilton LLP Suite 200, 100 Market Street P.O. Box 1181 Harrisburg, PA 17108-1181 717.255.1155 717.238-0575 Fax downeyb@pepperlaw. com weber] g@pepperlaw. com Attorneys for Plaintiff Date: March 25, 2009 Rite Aid Corporation -3- ~xti,d;t~ r 11i25i2008 11:24 IN STORE BROADCASTING NET -~ 18664221305 N0.274 D02 SETTI.FVIENT AGREEMENT AND RELEASE ~I'I IIS S(~'I'~1'LEMEN'1' A(iRfrEMIN'f ANI) KF:I..I;ASF (•°Settlemenl Agreement') is exscuted this ~~ day of Novemtx:r, ?008, by and between In-Store Bruadcastin~~ Network, Inc. ("IBN") and Ritc Aid Corporation {'•Riu Aid"), WITNESSETH: WHEREAS, certain claims and disputes have arisen between the parties includinb, without fimitatiun, an arbitration pending with the American Arbitration Association ("AAA"), captioned Rita ~11c/C'or~urulion vs. !n-:tirore BraadcastinR Network, Inc. (the "Action"); WHEREAS, the parties wish to amicably resolve all claims they have agein~t each other; NOW THEREFORE, IBN and Rite Aid, intending to be legally bound and in consideration ol'the mutual promises and covenants stlt forth herein. agree as follows: I. P• c .IBN or its rcprescntativ~ shall pay Ritc Aid Five-Hundred Tcn- Thousand Dollars ($510,000). "three-Hundred Ten-Thousand pollars ($310,000.00) shall be paid to Rite Aid on or before December 10.2008. In addition to the $310,000 cash payment, Rite Aid will take a pral'erred equity interest in IBN in the amount uTTwo-Hundred Thousand Dollars ($20Q,000), which is mare fully detailed in Exhibit A. If If3N does not make the $310,000 payment to Rite Aid on ar before December IU, 2008, lBN agrees that Rite ,Aid shall obtain a jud~mznt aglinst IBN in the amount of One 1~lillion t=n~~r Tlu~usand Two Flundred anJ Nine (?allots and Ninety= fw•o Cents ('S I,UU=t.2Uy.y3) plus nttorntys tees and costs as ter ti~rth in p;tragraph S. r 11%25i200B 11:24 1N STORE BROADCASTING NET ~ 18664221305 2. With rawal of Actir n, Upon receipt of the $310,000 iduntilied in paragraph I, Ritz Aid will withdraw the Action pending with the .4AA. 3, II3N's Releasec_, IBN fully, finally and forever acquits, quitclaims. releases and discharges Rite Aid and its personal mprcsentatives, affiliates, guardians, agents, N0, 274 (703 successors, heirs, assigns, insurers rend attorneys from any and all liabilities, claims, damages, demands, debts, liens, deficiencies or causes of action to, of ar for the benefit (whether directly or indirectly) of IBN, whether asserted or unassCrted, whether now known or hereafter discovered, whether statutory, in contract or in tort, as well as any other kind or character of actian now held, owned or possessed (whether directly or indirectly) by IBN, from the beginning of the world until the date of this Settlement Agreement. 4. Rite Aid's Releases, Rite Aid fully, Finally and forever acquits. quitclaims, releases and discharges IBN and its personal representatives, affiliates, guardians, agents, successors, heirs, assigns, insurers and attorneys tr•om any and all liabilities. clairne, damages, demands, debts, lions, deficiencies or causes of action to, of ar for the benefit (whether Directly or indirectly) of Rite Aid, whether asserted ur unasserted, whether now known or hereafter discovered, whether statutory, in contract or in tort. as well as any other kind or character of actian now held, owned ar possessed (whether directly or indirectly) by Rite A id, from the Ixginning of the world until the dale of this Settlement Agreement. ~. t:ntire Agreement. This Settlement Agreement contrtins thz entire agreement between I(3N and Rite Aid and may onty be modified or amended in a writing signed by f BN and Ritc ,lid. This Settlement ,1grecment supersedes all prier written ar oral a~ereernents, representations ur understandings, ifany, relating to the subject maucr hereof: -~- ' 11%252008 11:24 IN STORE BROADCASTING NET -~ 18664221305 N0.274 D04 !~. ('ounterparts. Phis Settlement Agreement may be executed in ccu~nt~rparts and any exec~~ted copy hereof, when taken with dnather exzcutcd copy, shall be cansidCred and dec;med the original hereof. ~. Compromise. This Settlement Agreement is a campmmise of disputed claims and does nc~t constitute an admission of liability or fault or of any material fact by IRN car Rite Aid. 8. Confesaian ot.lud~ment. THE FOLLOWING PARAGRAPH SETti FORTH A WARRANT OF ATTORNEY TU CONFESS JUDGMENT AGAINST IBN. IN GRANTTNC THTS WARRANT OF ATTORNEY, IBN HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY, AND ON THE ADVICE OF !TS SEPARATE COUNSEL, UNCONDITIONALLY WAIVES ANY AND ALL R1CIiTS WITH RESPECT TO SUCH WARRANT AND ANY EXECUTION THEREON THAT II3N ~IAY HAVE TO PRIOR NOTICE AND AN OPPORTUNITY FOR I{ERRING UNDER THE CONSTITUTION AND LAWS OF THE UNITED STATES, THE COMMONWEALTH OF PENNSYLVANIA OR ANY OTHER S'PA'CE. UPON THE OCCURRENCE OF IHN'S FAILURE TU PAY THE 5310,000 IDENTIFIED IN PARAGRAPH 1 OF THIS SETTLEMENT AGREEMENT TO RITE AID ON OR BEFORE DECEMBER 10, 2008, IBN HEREBY IRREVOCABLY 4EITIIORIZES AND EMPOWERS ANY ATTORNEY OF RECORD, OR TFIF. PROTHONOTARY OR CLERK 01' ANY COGRT iN THI± COMMONWEALTH OF ~ PENNSYLVANIA UI2 E;LSEWHERE:,'1'O APPEAR }'012 IBN AT ANY TIME OR 'TIMES, IN .ANY SUCH COURT IN AYY ACTION 13ROL'GHT AGAINST IBN, WIT}I i -3- 11i25i2008 11:24 IN STORE BROADCASTING NET ~ 18664221305 N0.274 D05 OR WITHOUT UFCI.ARATION FTLED, AND CONFESS OR lrNTER Jl1DGh1ENT AGAINST IBN FOR ONE MILLION FOUR THOUSAND TWO HUNDRED ANp NINE DOLLARS AND NINETY-TWO CENTS ($1,004,09.91), PLUS REASONABLE ATTORNEYS' FEES AND COSTS OF SUIT. 1BN WAIVES THE RIGHT TO ANY STAY OF EXECUTION AND THE BENEFIT OF ALL EXEMPTION LAWS NOW OR HFRE.4FTFR IN EFFECT AND RELEASES ANY PROCEDURAL ERRORS IN CONNECTION WITH OBTAINING THE CONFESSED JUUGMF.NT. NO SINGLE EXFRCTSE OF THE FOREGOING WARRANT AND POWER TO BRING ANY ACTION OR CONFESS JllDCMIrNT THEREIN SHALL BE DEEMED T4 EXHAUST ' THE POWER, BUT THE POWER SHALL CONTINUIT Uh'niMIN[SHED AND MAY BE EXERCISED FR4:~[ TIME TO TIME AS OFTEN AS RIT>r AID SHALL ELECT UNTIL ALL AMOUNTS PAYABI~,<+a TO RITE AID HEREUNDER SHALL I~A'VE BEEN PAID IN FULL. 9. nreseni?tio_n~ and Warranties. Each pally repre~nts and warrnnts to tht ~ other party that it has nut made any assignment or other transfer of any interest in any claim it I may have against any other party which could or would (a) require any party to obtain the constnt of any nonparty (including without limitation an assignee or transfcre:c) to execute, I deliver or pet•tnrm under this Settlement Agreement. (b) dtprivt any party of the full right, power and authority to execute, deliver and perform under this Settlement Agreement, ur (c) p~•rservr any portion ul'any claim irom being fully and finally released, settled and extinguished hereby. Mach party .hall indemnify, hold harmless and delend any other party from and agaimt any liability. claim. demand, damage. cost or exp~:nsu (including rcasonahla attorneys' fCes~ -=t- 11%2512008 11:24 IN STORE BROADCASTING Nl=t ~ 18664221305 NO.274 D06 incurred as a result of any assi~!nment or transfer by it of any interest in claims which it may have against the other party. Each party i~eprcsents and warrants that the person signing this Srttlcmcnt Agrct:ment has the authority to execute the Settlement Agreement. 10. Minding Agreement, This Settlement Agreement shall be bindin; upon and shall inure to the benefit of the; parties ht:rcto and their heirs, personal rcprCSCnta[ivcs, spouses, successors, assigns, licensees, afiiliatcs, of~ieers, directors, employers, agents, j shareholders and partners. As used in this Settlement Agrct:mcnt, the term "affiliate" shall mean, i with respect to any parry, a corporation, partnership, joint venture, limited liability company nr other entity that owns or controls, is owned or controlled by, or is under coinrnon ownership with, such party. i ! I. Severability. Ifany term, eovenan[, provision, paragraph or condition of this St:ttlrmt;nt Agreement shall be illegal or unenforceable, such illt:6ality or unenforceahility shall nut invalidate the entire Settlement Agreement, but this Settlement Agreement shall be constructs as if the illegal or unenforceable part were not contained herein, and the rights and obligations of the parties shall be construed and enforced accordingly. 12. .a tinns. The captions inscnad herein are foreonvcnience only, and in no way define, limit ttr expand the scope of this Settlement Agreement. 13. AttQrney~' I~ees. if any party breaches this Settlement Agreement forcing another party to incur attorneys' fetes w enforce the non-breaching party's rights, the breathing parry shall he responsible For the payment of such attorneys' fees. I~. ~'nlla[cral Daeuments. The parties shall execute any nrt:ded documznts to t:t'Icctuatc the terms ants conditions ut'ti,is Seulrmrnt A~treement. -~- ' 11i25i2008 11:24 IN STORE BROADCASTING NET -~ 164221305 N0.274 D07 I5. Applicahle Law, This Settlement A~recment shall be overnrd by the laws ~~f Pennsylvania and :iny action orisins out of or with respect to this A4rrrmcnt must be brought in the Court of Camman Pleas ol'C:umberland County or the United States District Court tin the Middle District of Pennsylvania. 1N WITNESS WHGREOf. the parties have executed this Setdcment Agreement as of the day and year first above written. 1N-STORE BROADCAS'l'1NG NETWORK. INC. ~._. By: Name: el-~• Nr,6 Title: RITE AID CO A~l"IO c-~-~~-- ~ "`` By: a. ,, -6- EXHIBITA „K,:.,.... R.aoAflrasrrarr rn:rtva~an October 28, 2008 Dear Brian.; These are surely the most challenging of times we have seen in decades for businesses, partnerships, and client relationships. IBN has experienced our share of headwind recently. With the recent economic implosion we lost most of our funding commitment. We spent several days last week with a restructuring consultant, attorneys, and our senior management team exploring various options for managing the company going forward. We have what we believe is a sound, fair, and workable solution to continue operating the business attd repay all of our current financial obligations. We have obtained funding for our video business going forward. We have secured some minimum funding to be utilized to bring the company current on its obligations. The good news is that we have a strong radio business that has doubted in sales and reach every year. In hindsight, we made the mistake of combining radio and video sales in 2006 when we procured our first large video contract. The good news is that we sold nearly $20 million in new video orders that year. The bad news was that we could not secure the necessary funding to install the stores and thus monetize our video orders. While we more than tripled our total sales (audio combined with new video) our audio sales flattened and then sagged slightly while we focused on video. Our problems were exacerbated by the fact that we added significant operating infrastructure to support the anticipated video business. Again, we sold $20 million in video orders before we installed even one video store. If we had received just partial funding and installed a few hundred stores we would have quickly monetized our video orders and we would have avoided any financial disruption. During the twenty-six months since we signed our first major retailer video agreement; we have been under contract for funding or purchase almost continuously. We were working under contract with two investment banks; UBS and Wachovia Securities, during most of that time. We were engaged in negotiations to sell IBN to a large media company for five months earlier this year. We walked away in June as their stock, and the media industry at large, began to fall. We have watched almost every "new" in- store media company go out of business during this same period. We approach in-store video differently today, We require the retailer to compel advertiser participation by channel before we will order or install that channel. Our research indicates that screens other that eye-level at the shelf, programmed with relevant messaging and interactivity, simply do little to improve the shopping experience or increase store sales. Screens must ultimately deliver the right personal message at the right time at the shelf near the actual product. Anything short of this model is ignored by the shopper. Going forward we do not order or install a network in a retailer until that channel is presold, pre- programmed, and prepaid. This allows us to expand our in-store video business without capital risk. Meanwhile, we continue to operate our 100 video stores in Los Angeles, Dallas, Houston, and New York City. We have signed two retailers to a video contract and expect to sign two more under our new model. It is a fairly straightforward plan right now; cut costs so that we are operating profitably today (the audio business nearly supports the entire company today), refocus on and build our radio business, and expand our video business without capital risk by partnering with our retailers. Our tec}tnology and operational approach to the shopper experience is unmatched in the industry. lBN is a unique business. The company has no real tangible assets. The only tangible asset of any real value is the equipment in stores that is under lien with the leasing company, KCT Leasing. Our business assets and value consist of: • contracts to provide in-store radio to nearly fifty retailers in more than fifteen thousand locations EXHIBIT A • contracts to provide in-store video in two retailers in more than three thousand locations • proprietary software and operations • human beings to run the software and systems as well as sell national advertising While the capital markets have collapsed we have managed to procure some funding. The funding partners will provide us a fraction of the monies earlier committed and ask that we implement some very specific, fiscal measures as conditions to close the funding including: • All monies loans owed to "insiders" be converted into equity-this amounts to approximately $1.5 million. • Retailers forgive significant back balances for revenue share-this amounts to approximately $4.1 million. • Equipment lien holders take a discount settlement and release all equipment liens-this amounts to almost $10 million. Additionally, the equipment lease company will convert over $1 million in lease payments in arrears into the preferred equity. • Twenty-three suppliers, including you, will be awarded a senior preferred status (elevated above the other creditors) as the only preferred equity in the company. This security will represent the only preferred security in the company and will be the first priority in the event of payout or liquidation. This security shall pay on a pro rata basis out of company earnings. The equity shall be retained by these creditors after the outstanding balance is repaid. IBN shall be required to remain thirty days ahead of estimated monthly payments beginning December 1, 2048 with these suppliers. The new equity shall pay back balances on a quarterly basis. Ernst & Young will provide company audits each quarter and the law firm of Kntse, Landa, Maycock, and Ricks will provide the distributions to each of the preferred creditors. When these requirements are met IBN will receive a small funding sufficient to continue to operate and expand the business. Thus, we will move forward with a clean balance sheet, a flat, clean capital structure, and the ability to continue operating. Now a little about our business including events that led us here and what will be different going forward. We became very distracted in our capital raising efforts during the past twenty-four months. We were seeking a large amount of capital to install and expand our video business. Under the guidance of two investment banks; UBS and Wachovia Securities, we sought up to $100 million to execute a video business. During the past two years we have been under several funding contracts with some of the nations most reputable firms. We never managed to make it to closing for a myriad of reasons ranging from a merger of two large private equity firms to the recent financial market meltdown. With each disappointment we have turned to insider funding to bridge us to a larger financing. We have raised $52 million to date. We have managed to continue expanding our radio and video businesses. We have made three important changes in our business model going forward: l . We have bifurcated our business into audio and video and have re-focused our sales efforts on the radio business again. We expect the audio business to cover all of our EXHIBIT A operating expenses. Video is a standalone business and the sales take place at the retailer level now. We are doubling our radio sales force during the next two months. 2. We have significantly reduced our operating expenses. 3. The video business is funded by advertiser commitments before we purchase equipment or install the same. We expand channel by channel as advertisers make commitments with strong retailer support. Thus, we are seeing remarkable gains in operating efficiencies as well as minimizing our need for capital to execute the video business. We have a strong eight.year business operating in more than 15,000 retail locations represented by nearly fifty retail partners. Our technology is unmatched. Our service is extraordinary. We have been caught in a storm of unfriendly capital markets and we made some positive modifications to our business model. We are requesting that you participate as one of twenty-three creditors that will convert your IBN receivable from an unsecured creditor status into a preferred security (stock) described herein. We have allocated 3% of the total outstanding stock of the company for these twenty-three creditors. We have contracted commitments from most of the creditors in this pool. There will be a total of $5,593,000 settled in this pool of twenty-three creditors. Only this pool of creditors will share the preferred instrument which sits atop all IBN obligations. Thus, we begin with approximately $23 million of creditor obligation and end with $5.59 million of preferred creditor ownership that pays off the related obligations on a pro rata basis out of company profits. 1. You move from one of seventy-one unsecured creditors and $23 million of unsecured obligations to one of twenty-tree secured creditors with a total of $5.59 million of obligation. 2. You are one of only twenty-tree priority creditors to be paid first from company profits and first in the unlikely event of a reorganization or liquidation. 3. Assurance that IBN will remain current going forward. The company will prepay estimated service fees beginning December 1, 2008. 4. You receive 100% repayment over time. 5. You retain upside in ownership of the stock. 6. Ernst & Young will conduct ongoing regular audits and provide IBN with distribution specifics, 7. The law firm of Kruse, Landa, Maycock, and Ricks will provide oversight with Ernst & Young. Kruse, Landa is also one of the largest creditors to hold the preferred security. 8. Payments are made each quarter on a pro rata basis as the company generates profits. If the company achieves our current plan you will be paid in full by the end of 2009, a better proposition than the current proposal we have proposed. I have included a copy of our forecast for your review, l look forward to discussing this proposal with you soon by phone. Meanwhile, if you would like additional information please let me know. Kruse, Landa, Maycock, and Ricks is drafting documents and will have the documents ready for your review early next EXHIBIT A week. We will also provide you a post transaction ownership table. As I mentioned, your ownership will be the only preferred stock after closing this financing. 1BN is a good business. We have had the misfortune of meeting up with unfriendly and now collapsed capital markets. Our business fundamentals are strong. Our business model is rightly timed and weU received. We now have full funding for our new video business going forward. Our audio business is growing. We took on some water while we evolved the video business, and responded to the retail and capital environments. We are now we[1 positioned to move forward. I ask for your consideration. I believe you will be fairly compensated for your support. Please call me at your convenience Respectfully, Rob Brazell Chairman, CEO VERIFICATION Tracy Landis signs this Verification on behalf of Rite Aid Corporation, and does hereby verify that the foregoing Complaint in Confession of Judgment was prepared with the assistance and advice of counsel, and in reliance upon counsel's advice; that the document, subject to inadvertent or undiscovered errors, is based upon and therefore limited by the records and information still in existence, presently recollected and thus far discovered in preparation of this document; and that subject to the limitations set forth herein, the statements contained in this document are true and correct to the best of his knowledge, information and belief. The language of the foregoing document is that of counsel. It is understood that the statements herein are made subject to the penalties of 28 U.S.C. §1746 relating to unsworn falsification to authorities. ~~ ~ ~-- TRACY LANDIS J Date: March 24, 2009 ~ ~_-~ `- i ~;.~ ~~ T ~~~~~ 1~ ` P * - ~* ~' -w ~~ ~ r N (\\~ c--~ Brian P. Downey (PA 59891) Justin G. Weber (PA 89266) PEPPER HAMILTON LLP 100 Market Street, Suite 200 Post Office Box 1181 Harrisburg, PA 17108-1181 717.255.1155 717.238.0575 Fax RITE AID CORPORATION, Plaintiff, vs. IN-STORE BROADCASTING NETWORK, LLC, Defendant. Attorneys for Plaintiff Rite Aid Corporation : IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION N0.04 , l g~l ~~ ~ ~ ~~' CIVIL ACTION - CONFESSION OF JUDGMENT FOR MONEY CERTIFICATE OF RESIDENCE follows: I certify that the last known of the address of the plaintiff and defendant are as Rite Aid Corporation 30 Hunter Lane Camp Hill, PA 17011 In-Store Broadcasting. Network, LLC 175 South Main Street, Suite 1600 Salt Lake City, UT 84101 Date: March 25, 2009 N P. DOWNEY (PA 59891) TIN G. WEBER (PA 89266) Pepper Hamilton LLP 100 Market Street, Suite 200 P.O. Box 1181 Harrisburg, PA 17108-1181 717.255.1155 717.238.0575 (fax) downeyb@pepperlaw. com weber] g@pepperlaw. com Attorneys for Plaintiff Rite Aid Corporation r-~ ~;; ;{,, =; "- _t n 1 c. __ ca '~ RITE AID CORPORATION, IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff, ; vs. CIVIL ACTION NO.OQ -lSg~( (.. tvil.r~' IN-STORE BROADCASTING NETWORK, CIVIL ACTION - LLC, CONFESSION OF JUDGMENT FOR MONEY Defendant. Notice Under Rule 2958.1 Of Jud meat And Execution Thereon Notice ofDefendaats' Rights A judgment in the amount of $879,209.92, plus costs of suit and attorneys' fees, has been entered against you and in favor of the Plaintiff without any prior notice or hearing based on a confession of judgment contained in a written agreement or other paper allegedly signed by you. The Sheriff may take your money or other property to pay the judgment at any time after thirty (30) days after the date on which this notice is served on you. You may have legal rights to defeat the judgment or to prevent your money or property from being taken. YOU MUST FILE A PETITION SEEKING RELIEF FROM THE JUDGMENT AND PRESENT IT TO A JUDGE WITHIN THIRTY (30) DAYS AFTER THE DATE ON WHICH THIS NOTICE IS SERVED ON YOU OR YOU MAY LOSE YOUR RIGHTS. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW. THIS OFFICE CAN PROVIDE YOU WITH INFORMATION ABOUT HIRING A LAWYER. IF YOU CANNOT AFFORD TO HIRE A LAWYER, THIS OFFICE MAY BE ABLE TO PROVIDE YOU WITH INFORMATION ABOUT AGENCIES THAT MAY OFFER LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE. Cumberland County Bar Association 32 South Bedford Street Carlisle, PA (717) 249-3166 C L Qv ~J,L N P. DOWNEY (PA 59891) STIN G. WEBER (PA 89266) Pepper Hamilton LLP 100 Market Street, Suite 200 P.O. BOX 1181 Harrisburg, PA 17108-1181 717.255.1155 717.238.0575 (fax) downeyb@pepperlaw.com weberjg@pepperlaw.com Attorneys for Plaintiff Date: March 25, 2009 Rite Aid Corporation ~ ~ ~~~_ ~ ~ ' F~'i ~ !! i-s~` rv rro :, ;~, _ u~ ? ~_~ - - , ,,~~~ ~. "`• cs ~ "~ ~ .s v RITE AID CORPORATION, IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff, vs. CIVIL ACTION NO. ~ ' !g$~ ~~C~~,,,~ IN-STORE BROADCASTING NETWORK, CIVIL ACTION - LLC, CONFESSION OF JUDGMENT FOR MONEY Defendant. : NOTICE OF ENTRY OF JUDGMENT To: IN-STORE BROADCASTING NETWORK, LLC, Defendant You are hereby notified that on March _, 2009, judgment by confession was entered against you in the sum of $879,209.92 plus costs and attorneys fees in the above- captioned case. DATE: /YI .., _ / ~ .~. _ _ ... / /_ --~ . ~ L..Y 'Prothonotary 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 S. Bedford Street Carlisle, PA 17013 Telephone: 717.249.3166 I hereby certify that the following is the address of the defendant(s) stated in the certificate of residence: In-Store Broadcasting Network, LLC 175 South Main Street, Suite 1600 Salt Lake City, Utah 84101 Attorney for Plaintiff(s) :~ A: IN-STORE BROADCASTING NETWORK, LLC, Demandado Por este medio sea avisado que en el dia de marzo de 2009, un fallo por admision fue registrado contra usted por la cantidad de $879,209.92 del caso antes escrito. Fecha: el dia de de 2009. Protonotario LLEVE ESTA DEMANDA A UN ABOGADO IMMEDIATAMENTE. SI NO TIENE ABOGADO O SI NO TIENE EL DINERO SUFICIENTE DE PAGAR TAL SERVICIO, VAYA EN PERSONA O LLAME POR TELEFONO A LA OFICINA CUYA DIRECCION SE ENCUENTRA ESCRITA ABAJO PARR AVERIGUAR DONDE SE PUEDE CONSEGUIR ASISTENCIA LEGAL. CUMBERLAND COUNTY BAR ASSOCIATION 32 S. Bedford Street Carlisle, PA 17013 Telephone: 717.249.3166 Por este medio certifico que to siguiente es la direction del demandado dicho en el certificado de residencia: In-Store Broadcasting Network, LLC 175 South Main Street, Suite 1600 Salt Lake City, Utah 84101 Abogado(a) de Demandante(s)