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HomeMy WebLinkAbout09-2011IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CITIZENS BANK OF PENNSYLVANIA, Plaintiff, CIVIL DIVISION NO.: 69 - 2011 au-t- C vs. GARY CHRONISTER d/b/a G.L. CHRONISTER TRUCKING, Defendant. TYPE OF PLEADING: CIVIL ACTION-COMPLAINT IN BREACH OF CONTRACT TO DEFENDANT: You are hereby notified to plead to the enclosed COMPLAINT WITHIN TWENTY (20) DAYS OF FROM SERVICE HEREOF RNEY OR PLAINTIFF FILED ON BEHALF OF PLAINTIFF: Citizens Bank of Pennsylvania COUNSEL OF RECORD FOR THIS PARTY: I HEREBY CERTIFY THAT THE ADDRESS OF THE PLAINTIFF IS: 525 William Penn Place Pittsburgh, PA 152222 AND THE DEFENDANT IS: 675 Williams Grove Road Mechanicsb g, PA 17055 Joseph A. Fidler, Esquire Pa. I.D. #87325 GRENEN & BIRSIC, P.C. One Gateway Center Ninth Floor Pittsburgh, PA 15222 (412) 281-7650 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CITIZENS BANK OF PENNSYLVANIA, CIVIL DIVISION Plaintiff, VS. INCOME MANAGEMENT CONSULTANTS, INC., Defendant. NO.. NOTICE TO DEFEND You have been sued in court. If you wish to defend against the claims set forth in the following pages, you must take action within twenty (20) days after this complaint and notice are served, by entering a written appearance personally or by attorney and filing in writing with the court your defenses or objections to the claims set forth against you. You are warned that if you fail to do so the case may proceed without you and a judgment may be entered against you by the court without further notice for any money claimed in the complaint or for any other claim or relief requested by the plaintiff. You may lose money or property or other rights important to you. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER, 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 ELIGBLE PERSONS AT A REDUCED FEE OR NO FEE. Cumberland County Bar Association 32 S. Bedford Street Carlisle, PA 17013 (717) 249-3166 or Toll Free (800) 990-9108 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CITIZENS BANK OF PENNSYLVANIA, CIVIL DIVISION Plaintiff, NO.: o q - ,20 J/ vs. INCOME MANAGEMENT CONSULTANTS, INC., Defendant. COMPLAINT IN BREACH OF CONTRACT &,?d Tt-41 AND NOW, comes Citizens Bank of Pennsylvania, by and through it's counsel Grenen & Birsic, P.C., and files this Complaint in Breach of Contract, and in support thereof avers as follows: 1. The Plaintiff is Citizens Bank of Pennsylvania ("Plaintiff'), a state bank organized and existing under the laws of the Commonwealth of Pennsylvania, with an office located at 525 William Penn Place, Pittsburgh, PA 15219. 2. The Defendant, Gary Chronister d/b/a G.L. Chronister Trucking is an adult individual with a last known address of 675 Williams Grove Road, Mechanicsburg, PA 17055 (hereinafter "Defendant"). 3. On or about October 28, 2005, Plaintiff notified Defendant ("Notice") that Plaintiff had agreed to issue Defendant a business line of credit in the amount of $100,000.00 pursuant to the terms of the Notice and a certain Business Line of Credit Agreement (hereinafter collectively referred to as the "Agreement"). True and correct copies of the Notice and Agreement are marked as Exhibits "A-1" and "A-2" respectively, attached hereto and made a part hereof. 4. Under the terms of the Agreement, Defendant promised to pay to Plaintiff the sums extended to Defendant under the Agreement with interest thereon at the contractual rate set forth in the Notice and Agreement. 5. Defendant is in default under the terms and conditions of the Agreement for failing to pay when due the monthly installments in accordance with the terms and conditions of the Agreement. 6. The Agreement havs not been released, transferred or assigned. 7. Any and all conditions precedent to payment to Plaintiff have been satisfied. 8. The amount due and owing to Plaintiff under aforesaid Agreement is as follows: Principal $97,735.24 Interest to 3/18/09 $ 6,057.97 Late Charges to 3/18/09 $ 1,365.33 TOTAL $1059156.54 WHEREFORE, Plaintiff demands judgment against Defendant for the sum of $105,156.54 with interest on the principal sum ($97,735.24) from March 18, 2009 at the interest rate of $14.05 per diem, floating, together with late charges, costs and reasonable and actually incurred attorney's fees. Respectfully Submitted, GRENEN & BIRSIC, P.C. ?fseph k. Fidler, Esqu Pa. I.D. #87325 Attorneys for Plaintiff One Gateway Center Ninth Floor Pittsburgh, PA 15222 (412) 281-7650 EXHIBIT 66A-1" 0 Citizens Bank 11 I Citizens Drive Mail Stop: RDC160 Riverside, RI 02915 10/28/2005 GARY CHRONISTER D/WA G.I.. CHRONISTER TRUCKING 675 WU.LL4MS GROVE ROAD MECHANICBURG, PA 17055 Congratulations! We have approved your recent request for a Citizens Bank Business Credit Line Account ("Credit Line") with a credit limit amount of $ 100 000.00 Your Annual Percentage Rate will be based upon an Index as o m m e enc o Business Credit Line Agreement ("Agreement") plus a Margin of 1.000 %. Please read the Agreement carefully before using the Business Credit Line Account. s ocument is incorporated by reference into the enclosed Agreement and shall be considered as a part thereof. For your convenience, we have enclosed a book of temporary checks. You may begin to utilize these checks immediately. A Business Credit Line checkbook has been ordered for you and you should receive it within 10 to 14 days. If you have any questions concerning your new Credit Line, please feel free to call us at 1-800-4-BUSINESS. Thank you for choosing Citizens Bank as your Business Partner. CITIZENS BANK Retail Lending Services Rev. 07/05 SBweleome EXHIBIT "A-2" • • Citizens Bank BUSINESS CREDIT LINE AGREEMENT LENDER: 1 CIS Wm Rhoda Island 0,7fts Now Hampshire pMtnnyhrmis ® CN a M ff Prorldanea, Itl 02003 pAlgnudash?, NN 03101 1111M 1Ns, o ?A 1!103 13 EuOsns?O'NsNI Connecticut M 70 stlNs =of Massachusetts CNtrsm Bank: N. London, CT 00320 bsbon, MA 02109 01f Naslh YarkM Bulb 200 IIVIMmNmOtarn, DE 10001 ? If checked here, this loan is guamteed by the Small Business Administration ("SBA"). This Business Credit Line Agreement (the "Agmemml•) am forth the terms of a credit line ("Credit Lim") wtiblished under a palter ("Approval Letts") from the Lander ("Leder", "we", "us" or "our") identified above to an applicant (the "Bormw ee or "you"). The Borrower has submitted an application ("Application") for the Credit Line which incorporates the elms of thu ee theliob?Ii ns?imder ? sums sdvamced under the Credit Lino. Certain parrot(s) ("Ouarsttor') lave. erAgreormett?bryrefermce to p2- of bby this and ent, the Approval !.asses, anY guaranty and say other documants exelxuted in coaeecdonDo Wo ? Credit L1?Applicatiot, this 1. Credit Lhait We have established a Credit Line for your short-term borrowing needs with a limit (the "Credit Limit") set forth in the Approval Letter. The Credit Limit is the maximum principal amount you may have outstanding under the Credit Use at any time. We reserve the right, in our sole discretion, to reduce your Credit Limit or terminate your Credit Line as provided below. 2. Psrpose. This Credit Line is for business purposes only, and may not be used for consumer, household or other personal purposes. 3. Low. (a) We agree to make Advances to you until the occurrence of an Event of Default (as defined in Parag ao 17, below) or notice of tormin ation of the Credit Line; provided that the aggregate principal amount outstanding dos not exceed the Credit Limit You agree to repay the Advances in alxordmce with this Agreement. (b) Letters of Credit If there is no Default under this Agreement, Borrower shall be entitled to request that the Lender issue condrti vial or standby letters of credit under this Agreement (subject to the limitations described above) pursuant to the following (1) Issuance of Letters of Croft From time to time on any business day occurring prior to Default or demand hereunder, the Borrower may request the issuance of oommerew orstandby letto of credit (each • "Letter of Credit" ant coliwdvely, "Letts of Credit") for its own account in reaped of obligations of the Borrower in BMW face amounts (each such stated five amount tot to be less than $1,000) requested by the Borrower on such day with an expiry date not hear than the earlier of one year fYom the date of ouch issuance; or extend the expiry date of an existing Letter of Credit previously issued hereunder to a date not later than one year from the due of such extension. No issuance or extension of & Letter of Credit shall be made if, after giving effect thereto: (a) the aggregate face amount of all outstanding Letters of Credit, 21M (b) the aggregate outstanding principal amount of all outstanding advances under this Agreement jg >iMSKA@ (c) the principal amount of this Agreement To request the issuance of a Letter of Credit (or the extension of an outstanding Letter of Credit) the Borrower shall hand deliver to the Lander a notice requesting One issuance of & Letter of Credit, or the Letter ofCrodit to be extended, the of i extension, the date on which such Later of Credit is to expire (which shall comply with the imitmons set out aboved as wellal or submitting the appropriate letter of credit application on the Lender's standard form. By requesting the issuance of a Letter of Credit (or the extension of an outstanding form of letter of credit application, Borrower will be deemed to have agreed to th to thAmer of this sec red of t signior e the [Antler's standard "LETTERS OF CREDIT-). the term of this section of this Agreement (captioned Each Letter of Credit issued by the Lender shall be, in addition to the terns hereof, subject to the terms and conditions of any from of letter of credit application or other agreement submitted or entered into by the Borrower in correction with the issuance of any Letter of Credit. In the even ofany incontinency between the tarns and conditions of this , of form latter of credit application or other agreement submitted or entered into the Agreement, the Loan nroemant and the terms y any Letterof Crodit, the forms and condition of ouch letter of credit application or ootlter connect wltlr the issuance of anry agreement shell control. control. (0) Avallabke Credit. The credit available under this Agreement shall be reduced 1 the Lettersof Credit In the event that the Lefler pays any draft under any Letter of Credit d amount of the of all issued and o such draft tg amount as an advance under this Agreement, and such advance shall bear inteerte" under and be subjecl?the charge other terms of this Agreement. 011) Rdsabo rseoest If the Lender shall honor or otherwise take any disbursement in respect of a Letter of Credit, the Borrower shall reimburse the Lender in the Atli principal amount of such disbursaxant by paying to the Lender an amount equal to such disbursement not laser than the close of busieaas on the day such disbursement is made. Notwithstanding the foregoing, the Borrower may, subject to the terms and conditions of this Agrv mant, request that such reimbursement payment be financed by means of an advance hereunder. The Borrower acknowledges and agrees that the Leader is under no obligation to so honor any such request and that unless the Borrower shall reimburse the Lender in f d! on the date such disburssmeu is made, the unpaid amount thereof shell Meer interest, for each day from end including the date such uo-nermbursed disbursement is made to but excluding the date that the Borrower reimburses such disbursement, at the rate per annum than applicable to advances hereunder. (Iv) Letter of Credit Fees. The Borrower agrees to pay to the Lender a Letter of Credit fee in an amount equal to the then pplicable acF interest rest rrue for advances hereunder mu multiplied by thstated face a mwmt of all Letters of Credit outstanding, s ch fee to be ate the is accordance with the payment schedule act out below. The Borrower farther suance of each Letter of ? to pay the Larder (I) on or otherwise) of the stated expiry Ceeh? (Y) each increase as pro in the orated face amount thereof and (x) each extension a (automatic due submitted or entered into by Borrower riinoconnecx msswith such issuance, increase letter orr extension, wid (ixn or other reasonable agreement expenses incurred by the Lander in connection with such Letter of Credit (v) Cash Collateralludon, If the Lender shall make demand hereunder or upon the occunvnco of my Default. on the day that the Borrower receives notices from the Lender demanding the deposit of ash collateral, the Borrower shall deposit in an account with the Lender, in the name of and for the benefit of the Lander, an amount in cob equal to the ggreWe amount of all Locus of Ctadrt thm outstanding. Such deposit shall be held by the Lender as collateral for the payment and performance of the obligations of the Borrower with respect to such outstanding Letters of Credit, this Agreement, the Loan Agreemennt, and entered into by the Borrower in connection with de issuance of any Latter of Credit The Leader shall brave n usive and or or agreemet submitted control, including the exclusive right of withdrawal, over such account. Other than inures earned on the investment of such deposits, which such invesfmmy shall be at the option and sole discretion of the Lender and at the Borrower's risk and expanse, such deposits shall not bear interest. Interest or profits, if any, on such investments" accumulate in such w=%mL Moneys in such account shall be applied by the Leader to reimburse the Lender for Letter of Credit duburaetnmb for which it has not hem reimbursed and, to the extent not so applied, Wall be held for the satrsfhctim of the reimbursement obligations of the Borrower for outstanding has beet made hereunder, be applied to sati* other obligations of the Borrower under this outstanding Letters rr of , Credit or. if required to provide an amount of cash collateral heron der as a result of the occurrence of a Default and Lender If the BOrre n io from demanding payment hereunder, soh amount (to the extent not applied as aforesaid) I be returned to the Borrower dxin 3 busi days after all Definite have been cured or waived. ness SBL OC - 06/05 • Page 2 4. Fees. The following fees apply to your Credit Line: a) Packaging Fee. Upon "in= of the Approval Letter, by requesdng an Advance or otherwise, you may be requited to pay us a packaging fee of $250 (less any fee paid in connection with the Application) by means of an Advance under the Credit Line, which shall not be subject to any rotund upon termination. b) Annual Fee. On each yearly anniversary of the date of this Agreement, you shall pay us an annual fee of $100 by means of an Advance under the Credit Line which shall not be subject to any refund upon termination. c) Late Fee. If any payment is not made within fifteen (15) days after it is due, you may be required to pay us a late fee of (i) $35, or (ii) five percent (S%) of the overdue payment, whichever is greater. d) Collection Face. If any payment is not made when due, you will pay us any reasonable collection costs including, but not limited to, legal fees and court costs. 5. Interest Rate. The outstanding principal balance of each Advance shall bear interest until paid at the Prime Rate plus a certain number of percentage points (the "Margin"). The initial Margin is art forth in the Approval Letter and does not exceed eight (11%) percent. "Prime Rate" shall mean the prime rate published in The Wall Sum Journal as the prevailing prime rate at banks in the United States, or, if no longer published, a similar rue determined from a commercially accepted service chosen by the Lander. The Prime Rate is a refinance rate and does not necessarily represent the lowest or bast rue charged to any of our customers. Internet rate adjustments under this Agreement dull be effective (i) with respect to the Prima Rate, on the sang date that an adjustment is determined to have occurred, and (ii) with respect to any Margin adjustment, on the date eat forth in a notice send to you. Any inteeen nine adjustment shall be applicable to the entire balance outstanding under tills Agmenam as well as to all Advances made thereafter under this Agreement. For SBA guaranteed loans, the interest rate will change on the fire day of the calendar month following a change in the Prime Rate. Thu interest rue change will not occur more often than once each month. Internet shall be computed daily on the basis of a 365-day year (366 in eery leap year) using the actual number of days elapsed. We may, within our sole discretion flour time to time, but no earlier than one year hom the date of the Approval Later, increase or decrease the Margin. Any change in the Margin shall be effective upon not less than thirty (30) days' notice to you. You may, at your option, elect to terminate this Agreement rather than be bound by a change in the Margin. If you decide to terminate this Agreement you must give us written notice of your decision to do so before the effective date of the change and you must pay all amounts outstanding under this Agreement prior to the effective date of the change. In PA, for business loans to non-corporation borrowers in amounts less then or equal to $10,000, the maximum allowable interest rate is currently 19% 6. Payments, This Agreement is payable ON DEMAND. Until demand is made, you shall pay the principal and interest according to the following schedule: You must nuke regular monthly payments on the date ("Payment Date") ad forth in your billing sumamemt. The first Payment Date will be one month after the date of the Approval Letter and monthly on the same day of the month thereafter. On each Payment Date, you must pay the following amounts: © If the box at the beginning of this paragraph is checked, your regular monthly payments will be equal an the sum of (a) accrued interest and any odor charges posted to the account at the close of the billing cycK plus (b) any amount which is past due, phis (c) any amount by which the outstanding principal balance of the law exceeds the Credit Limit (except as a mat of a reduction by us of your Credit Limit). This minimum moaddy payment will not reduce the principal dot is outstanding on the Credit Line, and will result in gredw expenses over the life of the Credit Line Account. In addition to the minin an monthly payment ad forth above, you agree that at last once during each 12 consecutive calendar month period (beginning on the date of the Approval Letter) you will reduce, for a period of 30 consecrative days, the principal balance of the Credit Line to not more than fifty percent (SOY.) of the highest outstanding principal balance on the Credit Line for the preceding 12 calendar months. Unless the box at the beginning of the preceding paragraph has been checked, your regular monthly payment will be equal to the sum of (a) accrued interest and any other charges posted to the account at the close of the billing cycle, plus (b) principal in the minimum amount of (i) $200.00, or (ii) two percent (2%) of the outstanding principal balance at the close of the billing cycle, whichever is greater (however, the minimum payment will never exceed the entire amount outstanding), plus (c) any areount which is pant due, plus (d) any amount by which the outstanding principal balance of the Loans exceeds the Credit Limit (except as a result of & reduction by us of your Credit Limit). You may make additional repayments of principal at any time, but these additional payments will not release you from the obligation to make payments on the next Payment Doe. Upon the occurrence of an Event of Default (as defined in Paragraph 17, below) or termination of the Credit Line, all amounts outstanding under the Credit Lime will be due and payable in full. However, in our sole discretion, we nay allow you to pay the amounts outstanding over a period of time ("Extension Agroenant"). We will indicate our approval of an Extension Agreement by a notation on your billing statement or other written notice. Unless we indicate a different urahilemam in written notice to you, an Extension Agreement will require monthly payments on the Payment Date equal to the sum of (a) accrued hr and other charges posted to your account at the close of your billing cycle, plus (b) one thirty-sixth (1 /36th) of the principal balance outstanding when we terminated the Credit Lime, plus (c) any amount which is pan due. All outstanding amounts subject to an Extension Agmeeman will be due and payable in full if there is a subsequent Event of DefanlL Any payment due on a Saturday. Sunday or other banking holiday may be made on the firs day we we open after the date due, but interest and other charges shall be computed through the date on which payment is actually made. All payments will be made to Lender at the address on the billing statement in lawful currency of the United States of America. If you pay us with a check or similar instrument tout has notations or instructions on or with the check, you agree the (i) we may ignore those notations and instructions except as expressly provided below; and (ii) we may credit any payment we receive an your Credit Line (including ¦ check), and our crediting of that payment will not now that we have agreed to any notations or instructions on or with that payment. If you want to pay the outnanding balance of the Credit Line in full with a check or similar instrument that has such special rotations or instructions on it or with it, but not close the Credit Line, you must send the payment (including special notations or instructions) to Loan Operations, Citizens Bank, 1 Citizens Drive, Riverside, 8102913. If you want to pay the Credit line in full with a check or similar instrument that has such special notations or instructions on it or with it, and close the Credit Line, you must send the payment (including special notations or instructions) to Loan Operations, Citizens Bank, I Citizens Drive, Riverside, 810291 S. If payment in full is received at any other address, (i) we may ignore any special notations or instructions, and (ii) our crediting any such check or other instrument to the Credit Line does not mean rho we have agreed to the special notations or instructions. 7. Regratimg Advaseem. You may request an Advance by using the special ban checks we will give you. The following rules apply to your use of special lean checks. a) Last or Stolen Special Lou Checks. You agree to tell us if special ban chucks are lost or stolen, or if you believe someone is using your Credit Line without your permission. The fastest way to notify us of lost or stolen checks is by calling us at 1-800-4-BUSINESS. b) Forged Special Lau Cheeks. You agree that we do not have to pay any of your special loan checks if we believe the signature on the check has been forged, unless you tell us to. c) Postdated Special Lose Checks. If you date a special loan check with a date that is later than the date on which you actually wrote the special loan check, you agree that we may pay the special loan check, even if we pay it or post it to your Credit Line on a date which is earlier than the doe on the special loan check. d) Stopping Payment our a Special Loam Cheek. You can ask us to stop payment on any special loan check you have written that has not been paid by calling us at the telephone number shown on your statement. An ono stop payment order will stay in effect for fourteen (14) days, unless you confirm it in writing or tell us to cancel it. You can confirm your stop payment order by writing to us at the address shown on your statement. A written stop payment request will stay in effect for six (6) months, unless you tell us to cancel it. e) We Are Not Liable. We will not be liable if anyone fails to honor a special loan check written by you. 0 0 Page 3 f) Paying Special Loan Checks in Excess of Your Credit Limit. We do not have to pay any special loan check that would cause you to go over your Credit Limit. However, we may do so if we choose. g) Paying Special Loan Checks After Termination. We will not pay any additional special loan checks presented to us for payment after we send you notice of torminaion of the Credit Line (as provided in Paragraph 14, below). If you terminate die Credit Line (as provided in Paragraph 14, below), you will be responsible fbr paying arty additional Advances we make to pay special loan checks which are presented In us for payment before we have had a reasonable amount of time to implement your termination notice. Once we have implemented your termination notice, we will not pay any additional special loan checks presented to us for payment. 8. Debts. If you have so indicated on the Application and have complassi an authorization on the form we provided to you, you authorize us to debit your Citizens Bank business checking account with us for all sums (including, withal limitation stmronst and fen) payable under ?Agmara ent W the Loamin :lull rat obligate uto create or allow ay overdraft rovid that ?I assure the payaunu w deth arc cot fficient yYab deduct your payments your checking ftOns count wced the iotaest rate trimrnedt by tens peaces (I S4p). If you close your checking account, if you revoke your authorization to debit paymrom you checking account or if autoeuatie payments we otherwise terminated for any reason, we have the right tD inorcase tta Margin on your Credit Line by ors pennant (1 X), without any prier notice to you. Unless payments are made by aulomatk debit of your checking aaonnt you must make payments to Lender at the address on the billing statwnmt in lawful curmicy of the United States of America 9. Biking Stateweats. We will provide you each month with a billing statement showing the Payment Date, time minimum amount due on the Payment Date, the current inuring rue, my changes in the interest rate, any Advances, all payments made, the principahbalma of all appropriate debits and credits. All entries in your!.eooum will be made in accordance with our euummery otu;ouning Practices in effect flout time to time. Any f :nine to record Advaices, (non or =d== error in so recording shall not limit or otherwise reduce your Obligations to ua miler the Lan DocueuntL The balance recent printout of your account, absent manifest error or omission, will be presumptive evidence of the amounts due and owing by you to us under this Agreement. 10. Dehdt Into a L After the occurrence of an Event of Default (u defined in Paragraph 17, below), and wbedbr before or after a judgment is issued, we may impose, in our sole discretion, on all principal and other amounts outstanding and payable under the Loan Documents, inform until paid in full at the no (the "Default Rate") of four percent (4%) in excess of the rate described in Paragraph S (above). For business loans to an-corporation borrowers in amounts lea than or equal to S 10,000, time total maxitnum allowable interest rue is currently I11% 11. Masiou Rate of leferesL All provisions of this Agreement are expressly subject to the condition that, in no event shall the amount paid or agreed to be paid to usheeunder and deemed irom under applicable law exceed the maximum rats of interest allowed by applicable law (the "Maximum Allowable Rate"). In do event that fidfdlmeu of any provision of this Agreement results in a determination that the interest rue bounder is in excess of the Maximum Allowable Rate, the obligation to be fulfilled shall be reduced, as promptly as predicable slier such determination is made, to eliminate such exceesa Any amour collected in excess of the Maximum Allowable Rate prior to the dam on which the obligation is reduced shall be applied to and domed a prepayment of the unpaid principal balance of the Advances. 12. Prepaysaent. You :lull have the right at any time and from time to time to prepay the unpaid principal balance of all Advances in whole or in pad, without premium or penalty, but with accroed interest end other charges to tM day of such prepayment on the amount ptepeid. 13. Redectles of Credit Line. We may reduce your Credit Limit at any time, in our sole discretion, by wrim n notice to you. Any reduction will be etbctive on the date specified in our notice (which may be the date of the notice). You will not be entitled to Author Advances if den aggregate principal amount of all Advances outstanding would exceed the reduced Credit Limit if the aggrepa principal amount of all Advances outstanding exceeds the reduced Credit Limit on the etieetive daft of the reduction, you must pay a tam au@icient to reduce the outstanding principal balance to the reduced Credit Limit within thirty (30) days of the effective date of the reduction. 14. Tersslnadon. The Credit Line will terminate automatically upon the occurrence of an Event of Default (as defined in Paragraph 17, below). We may terminate the Credit Irene at any time, in our sole diecntiom, upon a data specified in wtium notice to you which date will be at least thirty (30) days after the data of our source. You will not be satitled to further Advances fiom the dab of our notice, aver though termination is effective at a future data. Upon btmination, all amounts owing under the Loan Docmnenb shall be due and payable in full. You may umnisb the Credit Line at any time by written notice to us, provided there is no outstanding balance of principal, interest or other charges. 15. RepreaMatMa and Warraadea You represent and warrant the (i) all information contained in the Application or otherwise furnished to u by you or any Guarantor is accurate and complete, (ii) if you are not an individual, you are duly organized, validly existing and in good standias under the law of the state where you are organized, (iii) you have all material licence, permits and registrations needed to conduct your business, (iv) the person(s) signing the Loan Documents is duly authorized, (v) the Loan Documents are valid, binding and enforceable against you and any Guarantors, and (vi) you are under no legal restriction that would prevent borrowing under this Agreement Iii. Coveswts. You covesnt and agree (i) to keep the repress nitatione and warranties contained in Paragraph Own mall times, (ii) to operate in accordance with all present and future laws and governmental regula ins; (iii) to pay all your obligation when due, (iv) to firnish u with such information regarding yam business and financial condition, and that of any Guarantors, as we may reasonably v allow u and our tepresernativa to moped your business operations and books and records (rod to mace wpm diem ot) at reasonable tints upon reasonable notice; (vi) to maintain the current name of your company or business including but no limited to filial all necessary reports with your jurisdiction of organizedow and (vii) to refrain from soy dissolution, consolidation, merger, ale officials outside the ordinary course, or change of ownership. 17. Events of DehalL The occurrence of any of the following ("Event of Default") with respect to any Borrower or any Guarantor shall constimts a default under the Loan Documents: (i) failure to pay when due any principal, interest or other charge relating to the Advances; (ii) failure of any representation or warranty made in connection with any of the Loan Documents to be true when made; (iii) delivery of any Not or misleading certificate, financial statement or other written document in connection with time Advances; (iv) failure to observe any covenant contained in the Loan Documents; (v) overdraft of any checking account with the Lender; (vi) default under any agreement with the Lender (whether in the Loan Documents or otherwise); (vii) notice from any Guarantor terminating a guaranty, death of a Guarantor, or assertion that a guaranty is not in full force and effect as to all Advances; (viii) suspension of business for a reason other than strike, casualty or other cause beyond your control; (ix) commencement of any voluntary or involuntary proceeding under the Bankruptcy Code, appointment of a cusmdian (ss defined in the Bankruptcy Code), commencement of any other insolvency proceeding, or inability to pay debts generally as they become due; (x) attachment or other judicial encumbrance of property; (xi) occurrence of any material uninsured casualty loss; (xii) indictment for criminal activity; or Page 4 ,X O any material adverse change in financial condition or business prospects which leads the Lender to believe that pv*ffna= of any agreement or undertaking with the Lender is or may be substantially impaired. IS. Re toll- Upon the occurrence of an Event of Default (m defined in Parslirapr 17, above), 6) you shall have ne fiulbw right o borrow under the Credit lice, 00 all outstanding smmourne under the Credit Line we due and payable, (iii) the outatea ft amounts shall earn interest at the Default Rate, and (iv) we have the right to bring suit and exercise all rights and remedies available under applicable law. 19. Cott of CoBecfNa. You agree to pay all expenses incurred by us in connection with the adbrcement of our rights under the Loan Documents to the extent allowed by law including, but not limited to, all appraisal, accounting and legal tees (including, but not limited to, allocated costs of in-house counsel) and related distnrsewente. 20. Nodess. All notices shall be in wridnmg, mailed to or delivered to each party to the following addresses: If to the Borrower or Guarantor. at the address set forth in the Application; If to the Lender, Citimms Bank, Business Banking Center, One Citizens Drive, Riverside, RI 02915; Or such other address a any party may specify by prior notice to the other peaty. 21. Amendments and Waivers. The Lone Documents may be amended only by (a) writing signed by the Lender and the Borrower. or (b) the Lender providing written notice to the Borrower at last thirty (30) days prior In the prepetod effective dab of the amendment. If the Larder proposes an amendment upon thirty (30) days' notice, the amendment will baooma d1lctive without the sipohn of die B amendmouL orrower union on ? in er gives notice to the Larder prior to the proposed eflledw data that the Borrower don not accept the ay exorcising any right dull constitute a waiver or affect our right to act at a later time. No waiver or consent shall be efFietive unless in writing signed by the putt, grouting the waiver or consent. No waiver of an Evert of Default (se described in Paragraph 17, above) or specific provision shall affect any other Event of Default or other provision. Any waiver shall be effective only for the specific instance indicated in the waiver. 22. Jodat and Several ObUptloes. If the Application is signed by more than out Borrower, all obligations Loan Documents are their joint and several obligations, and all references to the Borrower herein dull be deemed refer to each of the them, either of them, and all of them. 23. Co odative Rome"; Se6M The rights and remedies provided the Lender in this Agreement and in the other Loan Documents shall be cumulative and shall be in addition to and not in deception of nay rights or remedies provided the Larder in any other docenent, instrument or agreement or under applicable law and may be exercised concurrently or soccoadvaly. The Borrower grants the Lender the adequacy of ght of setoff Il?all deposits and property of the Borrower now or hereafter in the possession of the Leader without regard to the ri 24. Entire Agreement; Assignment; Sweassers and Assigns. The Loan Do-now supersede all with respect to the Credit Line, whether and or written. The Loan Doeununts canymma du cadre prior W- 4poomorn betweents ? wthe parties ith respect to the Credit Line. Bormwer shill not be entitled to assipm any of its rights or obligations under the Loan Documents without Lender's prior written consent. Lender shill be entitled to assign some or all of its rights under the Loan Doamments without notice to or consent of Borrower. This Agreement and the Loan Doffs 60 be binding upon and imre to the bemafli of Borrower, Lender and their respective successors, assigns, trustees, receivers, adaministrators, personal reprneotaives kgasss and devises. 25. Leader Linbaft. The Lender shall not be liable for army lost s sWmed by any party resulting from 'omission or failure to act by the Lender, whether with respect to the exercin or enibnroment of the Iwader's any the Law Documents or otherwise, unless such goat is caused by the actual willfbl misconduct of the Lender rights or remodies under in bad Adth. IN NO EVENT THE LENDER EVER BE LIABLE FOR CONSEQUENTIAL, OR PUNITIVE DAMAGE RIGHT OR CLAM THERETOS BEING EXPRESSLY AND UNCONDITIONALLY WAIVED. 26. IndemotlhuUoo. The Borrower hereby kmdemwfin and agree No protect, defend and hold harmless &a Larder and the Lender's directors, offloen, employees, agents, atlornays and damholdm from and against say and oil bass, damages, eq or liabilities of any kind or nature and from may suits. claims or demands, including all reasonable coonel rase kncarred in investigating, evaluating or defending such claim, suffned by any of than and caused by, relating to, arid" out of; noddng AM or in any way connoted with this Agreement, the Application, the other Lane Doaunts and any transaction contemplated heralm or therein including, but not limited to, inde claims mni as d Won any sox or failure a act by the Lender. If sae Borrower shall have Imowiedge or any claim or liability hereby against, it shall promptly give written notice thereof to the Lender. The Borrower acknowledges that this covenant shall survive payment of all Advances. 27. WAIVER OF TRIAL BY JURY. THE LENDER, THE BORROWER AND ANY GUARANTOR HEREBY VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING HEREAFTER INSTTTUTED BY OR AGAINST THE LENDER, THE BORROWER OR ANY GUARANTOR OF ANY KIND, IN ANY COURT, ARISING OUT OF THIS AGREEMENT, THE APPLICATION, THE OTHER LOAN DOCUMENTS OR ANY RELATED DOCUMENTS. 211. WAIVER OF PREJUDGMENT }RARING. THE BORROWER AND ANY GUARANTOR (i) ACKNOWLEDGE THAT THIS AGREEMENT IS A PART OF A COMMERCIAL TRANSACTION AND (ii) TO THE EXTENT PERMITTED BY ANY STATE OR FEDERAL LAW, WAIVE THE RIGHT THE BORROWER OR ANY GUARANTOR MAY HAVE TO PRIOR NOTICE OF AND A PRIOR COURT HEARING ON THE RIGHT OF ANY HOLDER OF THIS AGREEMENT TO ANY REMEDY OR COMBINATION OF REMEDIES THAT ENABLES SAID HOLDER, BY WAY OF ATTACHMENT, FOREIGN ATTACHMENT, GARNISHMENT, REPLEVIN, OR DIM PREJUDGMENT PROCESS TO DEPRIVE THE BORROWER OR ANY GUARANTOR OF PROPERTY, AT ANY T114E, PRIOR TO FINAL JUDGMENT IN ANY LITIGATION INSTITUTED IN CONNECTION WITH THIS AGREEMENT, AND FURTHER WAIVES ANY REQUIREMENT OF LENDER TO POST A BOND OR OTHER SECURITY IN CONNECTION WITH SUCH REMEDY. 29. Jurisdiction. The mains o?of the Lenders located. Borrower and any Guarantor consent to the personal jurisdiction in any court of the stte a in which the 30. Waiver of Personal Servim The Borrower and any Guarantor waive personal service of process in connection with any action or proceeding commenced by the Lender in connection with the Loan Documents, agreeing that such service may be made by certified mail to the address specified in this Agreement for notices. 31. Descriptive HeaoBoga; Context. The captions in this Agreement m for convenience of reference only and shall not define or limit any provision. Whenever the context requites, reference in this Agreement to time nearer gander shall include the masculine and/or feminine gedw, and the singular number shall include the plural and in each cane, vice verse. 32. Starvlval. This Agreement and all covenants agreements, representations and warranties made herein and in any certificates delivered pursuant bereft shall survive any waiting by the Lender of any Advances and the execution and delivery of any Loan Documents and shall continue in Nil force and effect until this Agreement is terminated and all obligations of the Borrower to the Lender are paid in full. 33. Choke of Law. This Agreement and all other Loan Documents we entered into under and shall be construed, interpreted, enforced and governed by the laws of the stn in which the Lender's main office is located. 34. Maine Dindessav. I address for the Borrower is Maine, the following notice applies: Notice. Under Maine law. no promise, contract or spoement to l money, extend credit. forbear from collection of a debt or nuke any of a debt for more than $250,000 may be enforced in court against Lender, unless the other promisk acagreement is for the repayment in writi signed by Lender. Accordingly Borrower cannot enforce any oral promise o extend credit on its o co? awritten document and signed by Lender, nor can any change, ftrbearance, or other accommodation relating to any extension of eedit by Lender to Borrower be aced, unless it is in writing signed by Lender. 35. Seal. This Agreement is made as an instrument under sal. VERIFICATION Brenda Moores, Assistant Vice President and duly authorized representative of Citizens Bank of Pennsylvania, deposes and says subject to the penalties of 18 Pa. C.S.A. §4904 relating to unsworn falsification to authorities that the facts set forth in the foregoing pleading are true and correct to her information and belief. R C Brenda Moores Assistant Vice President Citizens Bank of Pennsylvania ._Er, 1 4? 44 ???? l0?'7?7 ?2? aa3o?8 H of-d? Sheriffs Office of Cumberland County R Thomas Kline 0,1%, Ell C11111b"I'l Sheriff Ronny R Anderson Chief Deputy Edward L Schorpp Solicitor Jody S Smith Civil Process Sergeant SHERIFF'S RETURN OF SERVICE 04/01/2009 11:31 AM - R. Thomas Kline, Sheriff, who being duly sworn according to law, states that on April 1, 2009 1131 hours this Complaint and Notice upon defendant Gary Chronister is returned not served per request from attorney Joseph A. Fidler. SHERIFF COST: $33.42 SO ANSWE S, April 01, 2009 2009-2011 CITIZENS BANK VS GARY CHRONISTER R THOMAS KLINE, SHERIFF RLED-O FFICE OF THE PROTHONOTARY 2009 APR -2 AM 1 I : 00 V % IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CITIZENS BANK OF PENNSYLVANIA, CIVIL DIVISION Plaintiff, NO.: - vs. TYPE OF PLEADING: GARY CHRONISTER d/b/a G.I. CHRONISTER TRUCKING, Defendant. PRAECIPE TO SETTLE AND DISCONTINUE WITHOUT PREJUDICE FILED ON BEHALF OF: Citizens Bank of Pennsylvania, Plaintiff COUNSEL OF RECORD FOR THIS PARTY: Joseph A. Fidler, Esquire Pa. I.D. # 87325 GRENEN & BIRSIC, P.C. One Gateway Center Ninth Floor Pittsburgh, PA 15222 (412) 281-7650 Is 4 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CITIZENS BANK OF PENNSYLVANIA, CIVIL DIVISION Plaintiff, NO.: - vs. GARY CHRONISTER d/b/a G.I. CHRONISTER TRUCKING, Defendant. PRAECIPE TO SETTLE AND DISCONTINUE WITHOUT PREJUDICE TO: PROTHONOTARY SIR: Kindly settle and discontinue without prejudice the above-captioned matter and mark the docket accordingly. B Sworn to and subscribed before me thiscvmay of , 2009. Notary Public commewVit fm 14NDYLVAN1A Payda A. TOMWnd, Notary Put*c 12 , 2011 Expirm ,,un9 Member. Pennsylvania Ass-1-0n of Notaries GRENEN & BIRSIC, P.C. ,??' ? ? "? ?' ,.,';- ? r7 ?:. W --??jj 7 ?.? ?fTi ,.;`? C?