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HomeMy WebLinkAbout09-5983J HENRY & BEAVER LLP By: Marc A. Hess Identification No. 55774 937 Willow Street P.O. Box 1140 Lebanon, PA 17042-1140 (717) 274-3644 MID PENN BANK, vs. IN THE COURT OF COMMON PLEAS Plaintiff CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION -LAW EDWARD H. POWERS and KATHRYN A. POWERS, Individually and Jointly, Defendants No. O Q- 5483 0'M I lerm CONFESSION OF JUDGMENT Pursuant to the authority contained in the Warrant of Attorney, a copy of which is attached to the Complaint filed in this action, I appear for the Defendants and confess judgment in favor of the Plaintiff and against Defendants, individually and jointly, as follows: Principal Sum Due - $ 193,683.97 Interest to 8/20/2009 - 1,819.17 Late Fees to 8/20/2009 - 521.78 Satisfaction Fee - 84.00 Attorney's Commission (10% of unpaid principal and interest) - 19.550.31 Total -- $ 215,659.23 Plus interest which continue to accrue after August 20, 2009, and after entry of judgment at the contract rate ($22.87 per diem), late charges as may accrue pursuant to the terms of the Guarantees, reasonable attorney's fees, any and all amounts expended or advanced by Plaintiff relating to the collateral securing the Guarantees, together with costs of suit. HENRY & BEAVER LLP By: MARC?AJiES,cY I . D. #55774 Attorney for Defendants Prothonotary - 2 - c HENRY & BEAVER LLP By: Marc A. Hess Identification No. 55774 937 Willow Street P.O. Box 1140 Lebanon, PA 17042-1140 (717) 274-3644 MID PENN BANK, vs. IN THE COURT OF COMMON PLEAS Plaintiff CUMBERLAND COUNTY, PENNSYLVANIA : CIVIL ACTION - LAW EDWARD H. POWERS and KATHRYN A. POWERS, Individually and Jointly, Defendants No. 6 ?_ S9 r3 c ?ti: ( f?r,,?? COMPLAINT CONFESSION OF JUDGMENT Plaintiff files this Complaint pursuant to Pa. R.C.P. No. 2951(b) for judgment by confession and avers the following: 1. The Plaintiff is Mid Penn Bank, with an office located at 51 South Front Street, Steelton, Pennsylvania 17113. 2. The Defendants are Edward H. Powers and Kathryn A. Powers, individually and jointly, last known to reside at 851 Kiehl Drive, Lemoyne, Cumberland County, Pennsylvania 17043. 3. On or about August 24, 2007, Plaintiff made a loan to Ed-Kat, Inc. d/b/a H. I. Brown Mirror & Glass ("Borrower") in the original principal amount of Two Hundred h Thousand Dollars ($200,000.00) pursuant to a Promissory Note, a true and correct copy of which is attached hereto as Exhibit "A". The loan to Borrower was unconditionally guaranteed by Defendants pursuant to their Commercial Guarantees dated August 24, 2007 and delivered to Plaintiff, true and correct copies of which are attached hereto and incorporated herein as Exhibits "B" and "C", respectively (the "Guarantees"). 4. The Guarantees have not been assigned. 5. Judgment has not been entered on the Guarantees in any jurisdiction. 6. Default was made by the Defendants under and pursuant to the terms of their respective Guarantees having failed to make payment of the installment of principal and interest due and owing to the Bank on June 1, 2009, and in the payment of all subsequent installments, whereby the entire sum is in default and immediately due and payable. 7. As a consequence of the foregoing and pursuant to the Warrant of Attorney in the Guarantees, Defendants are individually and jointly liable to Plaintiff as follows: Principal Sum Due - $ 193,683.97 Interest to 8/20/2009 - 1,819.17 Late Fees to 8/20/2009 - 521.78 Satisfaction Fee - 84.00 Attorney's Commission (10% of unpaid principal and interest) - 19,550.31 Total - $ 215,659.23 Plus interest which continue to accrue after August 20, 2009, and after entry of judgment at the contract rate ($22.87 per diem), late charges as may accrue pursuant to the terms of the Guarantees, reasonable attorney's fees, any and all amounts - 2 - expended or advanced by Plaintiff relating to the collateral securing the Guarantees, together with costs of suit. 8. Judgment is not being entered by confession against a natural person in connection with a consumer credit transaction. WHEREFORE, Plaintiff demands judgment against Defendants, individually and jointly, in the sum of: Principal Sum Due - $ 193,683.97 Interest to 8/20/2009 - 1,819.17 Late Fees to 8/20/2009 - 521.78 Satisfaction Fee - 84.00 Attorney's Commission (10% of unpaid principal and interest) - 19,550.31 Total - $ 215,659.23 Plus interest which continue to accrue after August 20, 2009, and after entry of judgment at the contract rate ($22.87 per diem), late charges as may accrue pursuant to the terms of the Guarantees, reasonable attorney's fees, any and all amounts expended or advanced by Plaintiff relating to the collateral securing the Guarantees, together with costs of suit, as authorized by the Warrant of Attorney appearing in the Guarantees. HENRY V LLP By: MARC-A. HESS/ I.D. #55774 937 Willow Street P.O. Box 1140 Lebanon, PA 17042-1140 (717) 274-3644 Attorney for Plaintiff - 3 - PROMISSORY NOTE References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Anv item above containing "***" has been omitted due to text length limitations. Borrower: ED-KAT, Inc., DBA H I Brown Mirror And Glass Lender: Mid Penn Bank (TIN: 25-1779270) Market Square Plaza 640 W. Main Street 17 North Second Street Palmyra, PA 17078 Harrisburg, PA 17101 Principal Amount: $200,000.00 Initial Rate: 9.250% Date of Note: August 24, 2007 PROMISE TO PAY. ED-KAT, Inc., DBA H I Brown Mirror And Glass ("Borrower") promises to pay to Mid Penn Bank ("Lender"), or order, in lawful money of the United States of America, on demand, the principal amount of Two Hundred Thousand & 00/100 Dollars ($200,000.00) or so much as may be outstanding, together with Interest on the unpaid outstanding principal balance of each advance. Interest shall be calculated from the date of each advance until repayment of each advance. PAYMENT. Borrower will pay this loan in full immediately upon Lender's demand. Borrower will pay regular monthly payments of all accrued unpaid interest due as of each payment date, beginning October 1, 2007, with all subsequent interest payments to be due on the same day of each month after that. Unless otherwise agreed or required by applicable taw, payments will be applied first to any accrued unpaid interest; then to principal; then to any unpaid collection costs; and then to any late charges. The annual interest rate for this Note is computed on a 365/360 basis; that is, by applying the ratio of the annual Interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate in writing. VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from time to time based on changes in an independent index which is the Prime Rate as quoted in the Wall Street Journal (the "Index"). The Index is not necessarily the lowest rate charged by Lender on its loans. If the Index becomes unavailable during the term of this loan, Lender may designate a substitute index after notifying Borrower. Lender will tell Borrower the current Index rate upon Borrower's request. The interest rate change will not occur more often than each month, on the first business day of the month. Borrower understands that Lender may make loans based on other rates as well. The Index currently is 8.250% per annum. The interest rate to be applied to the unpaid principal balance during this Note will be at a rate of 1.000 percentage point over the Index, resulting in an initial rate of 9.250% per annum. NOTICE: Under no circumstances will the interest rate on this Note be more than the maximum rate allowed by applicable law. PREPAYMENT. Borrower agrees that all loan fees and other prepaid finance charges are earned fully as of the date of the loan and will not be subject to refund upon early payment (whether voluntary or as a result of default), except as otherwise required by law. Except for the foregoing, Borrower / may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower's obligation to continue to make payments of accrued unpaid interest. Rather, early payments will reduce the principal balance due. Borrower agrees not to send Lender payments marked "paid in full", "without recourse", or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender's rights under this Note, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes "payment in full" of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: Mid Penn Bank, Market Square Plaza, 17 North Second Street, Harrisburg, PA 17101. LATE CHARGE. If a regularly scheduled interest payment is 15 days or more late, Borrower will be charged 10.000"/0 of the regularly scheduled payment or $25.00, whichever is greater. If Lender demands payment of this loan, and Borrower does not pay the loan in full within 15 days after Lender's demand, Borrower also will be charged either 10.000% of the sum of the unpaid principal plus accrued unpaid interest or $25.00, whichever Is greater. INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, the interest rate on this Note shall be increased by adding a 5.000 percentage point margin ("Default Rate Margin"). The Default Rate Margin shall also apply to each succeeding interest rate change that would have applied had there been no default. If judgment is entered in connection with this Note, interest will continue to accrue after the date of judgment at the rate in effect at the time judgment is entered. However, in no event will the interest rate exceed the maximum interest rate limitations under applicable law. DEFAULT. Each of the following shall constitute an event of default ("Event of Default") under this Note: Payment Default. Borrower fails to make any payment when due under this Note. Other Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or cond'it'on contained in this Note or in any of the related documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower. False Statements. Any warranty, representation or statement made or fumished to Lender by Borrower or on Borrower's behalf under this Note or the related documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. Insolvency. The dissolution or termination of Borrower's existence as a going business, the insolvency of Borrower, the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the loan. This includes a garnishment of any of Borrowers accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute. Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the indebtedness or any Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any guaranty of the indebtedness evidenced by this Note. Change In Ownership. Any change in ownership of twenty-five percent (25%) or more of the common stock of Borrower. Adverse Change. A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance of this Note is impaired. Insecurity. Lender in good faith believes Itself insecure. PROMISSORY NOTE Loan No: 500042171 (Continued) Page 2 LENDER'S RIGHTS. Upon Lender's demand, Lender may, after giving such notices as required by applicable law, declare the entire unpaid principal balance under this Note and all accrued unpaid interest immediately due, and then Borrower will pay that amount. ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect this Note If Borrower does not pay. Borrower will pay Lender that amount. This includes, subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit, including attorneys' fees, expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), and appeals. If not prohibited by applicable law, Borrower also will pay any court costs, in addition to all other sums provided by law. JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial In any action, proceeding, or counterclaim brought by either Lender or Borrower against the other. GOVERNING LAW. This Note will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions. This Note has been accepted by Lender in the Commonwealth of Pennsylvania. CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of the courts of Dauphin County, Commonwealth of Pennsylvania. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower's accounts with Lender (whether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Borrower aufhorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the indebtedness against any and all such accounts, and, at Lender's option, to administratively freeze all such accounts to allow Lender to protect Lender's charge and setoff rights provided in this paragraph. COLLATERAL. Borrower acknowledges this Note is secured by the following collateral described in the security instrument listed herein: inventory, chattel paper, accounts, equipment and general intangibles described in a Commercial Security Agreement dated August 24, 2007. LINE OF CREDIT. This Note evidences a revolving line of credit. Advances under this Note, as well as directions for payment from Borrower's accounts, may be requested orally or in writing by Borrower or by an authorized person. Lender may, but need not, require that all oral requests be confirmed in writing. Borrower agrees to be liable for all sums either. (A) advanced in accordance with the instructions of an authorized person or (B) credited to any of Borrower's accounts with Lender. The unpaid principal balance owing on this Note at any time may be evidenced by endorsements on this Note or by Lender's internal records, including daily computer print-outs. ANNUAL PROCESSING FEE. Lender shall assess a processing fee for this revolving line of credit. The assessment of this processing fee does not necessarily mean that the line of credit has been renewed . DEMAND LOAN MATURITY AND ANNUAL REVIEW. This loan is written on demand with no specific maturity date. This loan is subject to an annual review by Lender of financial information and loan performance. The first annual review is scheduled for June 1, 2008. To facilitate the annual review process, Lender may use a maturity date on its computer system or systems which may appear on billing statements or other mailings and notices to Borrower. The presence of a maturity date on billing statements or other mailings and notices shall not be considered a waiver of Lenders right to demand full repayment of the loan at any time. . SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and upon Borrower's heirs, personal representatives, successors and assigns, and shall inure to the benefit of Lender and its successors and assigns. NOTIFY US OF INACCURATE INFORMATION WE REPORT TO CONSUMER REPORTING AGENCIES. Please notify us if we report any inaccurate information about your account(s) to a consumer reporting agency. Your written notice describing the specific irnaccuracy(ies) should be sent to us at the following address: Mid Penn Bank, Market Square Plaza, 17 North Second Street, Harrisburg, PA 17101. GENERAL PROVISIONS. If any part of this Note cannot be enforced, this fact will not affect the rest of the Note. Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them. Borrower and any other person who signs, guarantees or endorses this Note, to the extent allowed by law, waive presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan or release any party or guarantor or collateral; or impair, fail to realize upon or perfect Lender's security interest in the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Note are joint and several. If any portion of this Note is for any reason determined to be unenforceable, it will not affect the enforceability of any other provisions of this Note. CONFESSION OF JUDGMENT. BORROWER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR BORROWER AFTER A DEFAULT UNDER THIS NOTE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT AGAINST BORROWER FOR THE ENTIRE PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED INTEREST, LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THIS NOTE, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10%) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS ($500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS NOTE OR A COPY OF THIS NOTE VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS NOTE TO CONFESS JUDGMENT AGAINST BORROWER SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS NOTE. BORROWER HEREBY WAIVES ANY RIGHT BORROWER MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO BORROWER'S ATTENTION OR BORROWER HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. PROMISSORY NOTE Loan No: 500042171 (Continued) Page 3 PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE NOTE. BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE. THIS NOTE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS NOTE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. BORROWER: ED- T, IN ., DBA H I BRO MIRROR AND GLASS »> S l ea . .:: ...::::::..:...............:.................. r H. Po ers, President of ED-KAT, Inc., DBA H I Brown Mirror And Glass LASER PRO La drip. Vv. S.39.00.OW Cw.. HeMM FWnWI S"-. 1.. 1947. 9W1. All Rahls R-ed. - PA P:ICFRLPU020.FL 78-1596 PRSEC_UNE DISCLOSURE FOR CONFESSION OF JUDGMENT References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Anv Rem above containing a'"" has been omitted due to text length limitations. Declarant: ED-KAT, Inc., DBA H I Brown Mirror And Glass Lender: Mid Penn Bank (TIN: 25-1779270) Market Square Plaza 640 W. Main Street 17 North Second Street Palmyra, PA 17078 Harrisburg, PA 17101 DISCLOSURE FOR CONFESSION OF JUDGMENT THE UNDERSIGNED IS EXECUTING ON BEHALF OF DECLARANT, THIS -?Jjj-- DAY OFS 20 d'1 , PROMISSORY NOTE FOR $200,000.00 OBLIGATING DECLARANT TO REPAY THAT AMOUNT. A. THE UNDERSIGNED UNDERSTANDS THAT THE NOTE CONTAINS A CONFESSION OF JUDGMENT PROVISION THAT WOULD PERMIT LENDER TO ENTER JUDGMENT AGAINST DECLARANT IN COURT, AFTER A DEFAULT ON THE NOTE, WITHOUT ADVANCE NOTICE TO DECLARANT AND WITHOUT OFFERING DECLARANT AN OPPORTUNITY TO DEFEND AGAINST THE ENTRY OF JUDGMENT. IN EXECUTING THE NOTE, BEING FULLY AWARE OF DECLARANTS RIGHTS TO ADVANCE NOTICE AND TO A HEARING TO CONTEST THE VALIDITY OF ANY JUDGMENT OR OTHER CLAIMS THAT LENDER MAY ASSERT AGAINST DECLARANT UNDER THE NOTE, THE UNDERSIGNED, ON BEHALF OF THE DECLARANT, IS KNOWINGLY, INTELLIGENTLY, AND VOLUNTARILY WAIVING THESE RIGHTS, INCLUDING ANY RIGHT TO ADVANCE NOTICE OF THE ENTRY OF JUDGMENT, AND THE UNDERSIGNED EXPRESSLY AGREES AND CONSENTS TO LENDER'S ENTERING JUDGMENT AGAINS DECLARANT BY CONFESSION AS PROVIDED FOR IN THE CONFESSION OF JUDGMENT PROVISION. INITIALS: .:.a::'`.:'r :ir:'ti:`•?: B. THE UNDERSIGNED FURTHER UNDERSTANDS THAT IN ADDITION TO GIVING LENDER THE RIGHT TO ENTER JUDGMENT AGAINST DECLARANT WITHOUT ADVANCE NOTICE OR A HEARING, THE CONFESSION OF JUDGMENT PROVISION IN THE NOTE ALSO CONTAINS LANGUAGE THAT WOULD PERMIT LENDER, AFTER ENTRY OF JUDGMENT, AGAIN WITHOUT EITHER ADVANCE NOTICE OR A HEARING, TO EXECUTE ON THE JUDGMENT BY FORECLOSING UPON, ATTACHING, LEVYING ON, TAKING POSSESSION OF OR OTHERWISE SEIZING DECLARANTS PROPERTY, IN FULL OR PARTIAL PAYMENT OF THE JUDGMENT. IN EXECUTING THE NOTE, BEING FULLY AWARE OF DECLARANTS RIGHTS TO ADVANCE NOTICE AND A HEARING AFTER JUDGMENT IS ENTERED AND BEFORE EXECUTION ON THE JUDGMENT, THE UNDERSIGNED, ON BEHALF OF THE DECLARANT, IS KNOWINGLY, INTELLIGENTLY AND VOLUNTARILY WAIVING THESE RIGHTS, AND THE UNDERSIGNED EXPRESSLY AGREES AND CONSENTS TO LENDER'S IMMEDIATELY EXECUTING ON THE JUDGMENT IN ANY MANNER PERMITTED BY APPLICABLE STATE AND FEDERAL LAW, WITHOUT GIVING DECLARANT ANY ADVANCE NOTICE. INITIALS: C. AFTER HAVING READ AND DETERMINED WHICH OF THE FOLLOWING STATEMENTS ARE APPLICABLE, BY INITIALING EACH STATEMENT THAT APPLIES, THE UNDERSIGNED REPRESENTS THAT: INITIALS 1. DECLARANT WAS REPRESENTED BY DECLARANTS OWN INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THE NOTE. 4?V2. A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THE CONFESSION OF JUDGMENT PROVISION IN THE NOTE TO DECLARANTS ATTENTION. THIS DISCLOSURE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS DISCLOSURE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. DECLARANT: ED-KAT, INC., A H BR ROR AND GLASS r?. .. C?c -`.; ...:. :::(Seal) By.<:. Edward H. Powers, President of ED-KAT, Inc., DBA H I Brown Mirror And Glass LASER PRO L-ft, Var. S.SSAD.M Copt. L%dsed FW WI S&*-. W. 1847, 91W. AB PJ" Reserved. - PA MFPLPL%DSO.FC TR-4585 PRSECUNE COMMERCIAL GUARANTY References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any Rem above containing ' *- has been omitted due to text length limitations. Borrower: ED-KAT, Inc., DBA H I Brown Mirror And Glass Lender: Mid Penn Bank (TIN: 25-1779270) Market Square Plaza 640 W. Main Street 17 North Second Street Palmyra, PA 17078 Harrisburg, PA 17101 Guarantor: Edward H. Powers (SSN: 173-40-6825) 851 Kiehl Drive Lemoyne, PA 17043 GUARANTEE OF PAYMENT AND PERFORMANCE. For good and valuable consideration, Guarantor absolutely and unconditionally guarantees full and punctual payment and satisfaction of the Indebtedness of Borrower to Lender, and the performance and discharge of all Borrower's obligations under the Note and the Related Documents. This is a guaranty of payment and performance and not of collection, so Lender can enforce this Guaranty against Guarantor even when Lender has not exhausted Lender's remedies against anyone else obligated to pay the Indebtedness or against any collateral securing the Indebtedness, this Guaranty or any other guaranty of the Indebtedness. Guarantor will make any payments to Lender or its order, on demand, in legal tender of the United States of America, in same-day funds, without set-off or deduction or counterclaim, and will otherwise perform Borrower's obligations under the Note and Related Documents. INDEBTEDNESS. The word "Indebtedness" as used in this Guaranty means all of the principal amount outstanding from time to time and at any one or more times, accrued unpaid interest thereon and all collection costs and legal expenses related thereto permitted by law, attorneys' fees, arising from any and all debts, liabilities and obligations that Borrower individually or collectively or interchangeably with others, owes or will owe Lender under the Note and Related Documents and any renewals, extensions, modifications, refinancings, consolidations and substitutions of the Note and Related Documents. If Lender presently holds one or more guaranties, or hereafter receives additional guaranties from Guarantor, Lender's rights under all guaranties shall be cumulative. This Guaranty shall not (unless specifically provided below to the contrary) affect or invalidate any such other guaranties. Guarantor's liability will be Guarantor's aggregate liability under the terms of this Guaranty and any such other unterminated guaranties. CONTINUING GUARANTY. THIS GUARANTY ENCOMPASSES A LINE OF CREDIT AND GUARANTOR UNDERSTANDS AND AGREES THAT THIS GUARANTY SHALL BE OPEN AND CONTINUOUS UNTIL THE INDEBTEDNESS IS PAID IN FULL AND THE LENDER DECLARES THAT THE LINE OF CREDIT IS FULLY SATISFIED, PERFORMED AND TERMINATED. DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender, or any notice to Guarantor or to Borrower, and will continue in full force until all the Indebtedness shall have been fully and finally paid and satisfied and all of Guarantor's other obligations under this Guaranty shall have been performed in full. Release of any other guarantor or termination of any other guaranty of the Indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation Lender receives from any one or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. This Guaranty covers a revolving line of credit and It Is specifically anticipated that fluctuations will occur in the aggregate amount of the Indebtedness. Guarantor specifically acknowledges and agrees that fluctuations in the amount of the Indebtedness, even to zero dollars ($ 0.00), shall not constitute a termination of this Guaranty. Guarantor's liability under this Guaranty shall terminate only upon (A) termination in writing by Borrower and Lender of the line of credit, (B) payment of the Indebtedness in full in legal tender, and (C) payment in full in legal tender of all of Guarantor's other obligations under this Guaranty. GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, without notice or demand and without lessening Guarantor's liability under this Guaranty, from time to time: (A) to make one or more additional secured or unsecured loans to Borrower, to lease equipment or other goods to Borrower, or otherwise to extend additional credit to Borrower; (B) to alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of the Indebtedness or any part of the Indebtedness, including increases and decreases of the rate of interest on the indebtedness; extensions may be repeated and may be for longer than the original loan term; (C) to take and hold security for the payment of this Guaranty or the Indebtedness, and exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any such security, with or without the substitution of new collateral; (D) to release, substitute, agree not to sue, or deal with any one or more of Borrower's sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; (E) to determine how, when and what application of payments and credits shall be made on the Indebtedness; (F) to apply such security and direct the order or manner of sale thereof, including without limitation, any nonjudicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; (G) to sell, transfer, assign or grant participations in all or any part of the Indebtedness; and (H) to assign or transfer this Guaranty in whole or in part. GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that (A) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (B) this Guaranty is executed at Borrower's request and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (F) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor's financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (1) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower. GUARANTOR'S FINANCIAL STATEMENTS. Guarantor agrees to furnish Lender with the following: Annual Statements. As soon as available, but in no event later than one-hundred-twenty (120) days after the end of each fiscal year, Guarantor's balance sheet and income statement for the year ended, prepared by Guarantor. Tax Returns. As soon as available, but in no event later than thirty (30) days after the applicable filing date for the tax reporting period ended, Federal and other governmental tax returns, prepared by Guarantor. COMMERCIAL GUARANTY Loan No: 500042171 (Continued) Page 2 All financial reports required to be provided under this Guaranty shall be prepared in accordance with GAAP, applied on a consistent basis, and certified by Guarantor as being true and correct. GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (A) to continue lending money or to extend other credit to Borrower; (B) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (C) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (D) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (E) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (F) to pursue any other remedy within Lender's power; or (G) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. Guarantor also waives any and all rights or defenses based on suretyship or impairment of collateral including, but not limited to, any rights or defenses arising by reason of (A) any "one action" or "anti-deficiency' law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (B) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (C) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, other than payment in full in Legal tender, of the Indebtedness; (D) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (E) any statute of limitations, If at any time any action or suit brought by Lender against Guarantor is commenced, there is outstanding Indebtedness which is not barred by any applicable statute of limitations; or (F) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both. GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees that each of the waivers set forth above is made with Guarantor's full knowledge of its significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to public policy or law. If any such waiver is determined to be contrary to any applicable law or public policy, such waiver shall be effective only to the extent permitted by law or public policy. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Guarantor's accounts with Lender (whether checking, savings, or some other account). This includes all accounts Guarantor holds jointly with someone else and all accounts Guarantor may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Guarantor authorizes Lender, to the extent permitted by applicable law, to hold these funds if there is a default, and Lender may apply the funds in these accounts to pay what Guarantor owes under the terms of this Guaranty. SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the Indebtedness, whether now existing or hereafter created, shall be superior to any claim that Guarantor may now have or hereafter acquire against Borrower, whether or not Borrower becomes insolvent. Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower, upon any account whatsoever, to any claim that Lender may now or hereafter have against Borrower. In the event of insolvency and consequent liquidation of the assets of Borrower, through bankruptcy, by an assignment for the benefit of creditors, by voluntary liquidation, or otherwise, the assets of Borrower applicable to the payment of the claims of both Lender and Guarantor shall be paid to Lender and shall be first applied by Lender to the Indebtedness. Guarantor does hereby assign to Lender all claims which it may have or acquire against Borrower or against any assignee or trustee in bankruptcy of Borrower; provided however, that such assignment shall be effective only for the purpose of assuring to Lender full payment in legal tender of the Indebtedness. If Lender so requests, any notes or credit agreements now or hereafter evidencing any debts or obligations of Borrower to Guarantor shall be marked with a legend that the same are subject to this Guaranty and shall be delivered to Lender. Guarantor agrees, and Lender is hereby authorized, in the name of Guarantor, from time to time to file financing statements and continuation statements and to execute documents and to take such other actions as Lender deems necessary or appropriate to perfect, preserve and enforce its rights under this Guaranty. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Guaranty: Amendments. This Guaranty, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Guaranty. No alteration of or amendment to this Guaranty shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Attorneys' Fees; Expenses. Guarantor agrees to pay upon demand all of Lender's costs and expenses, including Lender's attorneys' fees and Lender's legal expenses, incurred in connection with the enforcement of this Guaranty. Lender may hire or pay someone else to help enforce this Guaranty, and Guarantor shall pay the costs and expenses of such enforcement. Costs and expenses include Lender's attorneys' fees and legal expenses whether or not there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services. Guarantor also shall pay all court costs and such additional fees as may be directed by the court. Caption Headings. Caption headings in this Guaranty are for convenience purposes only and are not to be used to interpret or define the provisions of this Guaranty. Governing Law. This Guaranty will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions. Choice of Venue. If there is a lawsuit, Guarantor agrees upon Lender's request to submit to the jurisdiction of the courts of Dauphin County, Commonwealth of Pennsylvania. Integration. Guarantor further agrees that Guarantor has read and fully understands the terns of this Guaranty; Guarantor has had the opportunity to be advised by Guarantor's attorney with respect to this Guaranty; the Guaranty fully reflects Guarantor's intentions and parol evidence is not required to interpret the terms of this Guaranty. Guarantor hereby indemnifies and holds Lender harmless from all losses, claims, damages, and costs (including Lender's attorneys' fees) suffered or incurred by Lender as a result of any breach by Guarantor of the warranties, representations and agreements of this paragraph. Interpretation. In all cases where there is more than one Borrower or Guarantor, then all words used in this Guaranty in the singular shall be deemed to have been used in the plural where the context and construction so require; and where there is more than one Borrower named in this COMMERCIAL GUARANTY Loan No: 500042171 (Continued) Page 3 Guaranty or when this Guaranty is executed by more than one Guarantor, the words 'Borrower' and "Guarantor" respectively shall mean all and any one or more of them. The words "Guarantor,' 'Borrower," and "Lender" include the heirs, successors, assigns, and transferees of each of them. If a court finds that any provision of this Guaranty is not valid or should not be enforced, that fact by itself will not mean that the rest of this Guaranty will not be valid or enforced. Therefore, a court will enforce the rest of the provisions of this Guaranty even if a provision of this Guaranty may be found to be invalid or unenforceable. If any one or more of Borrower or Guarantor are corporations, partnerships, limited liability companies, or similar entities, it is not necessary for Lender to inquire into the powers of Borrower or Guarantor or of the officers, directors, partners, managers, or other agents acting or purporting to act on their behalf, and any indebtedness made or created in reliance upon the professed exercise of such powers shall be guaranteed under this Guaranty. Notices. Unless otherwise provided by applicable law, any notice required to be given under this Guaranty shall be given in writing, and shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, If mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this Guaranty. Any party may change its address for notices under this Guaranty by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, Guarantor agrees to keep Lender informed at all times of Guarantor's current address. Unless otherwise provided by applicable law, If there is more than one Guarantor, any notice given by Lender to any Guarantor is deemed to be notice given to all Guarantors. No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Guaranty unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Guaranty shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Guaranty. No prior waiver by Lender, nor any course of dealing between Lender and Guarantor, shall constitute a waiver of any of Lender's rights or of any of Guarantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Guaranty, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender. Successors and Assigns. The terms of this Guaranty shall be binding upon Guarantor, and upon Guarantor's heirs, personal representatives, successors, and assigns, and shall be enforceable by Lender and its successors and assigns. Waive Jury. Lender and Guarantor hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either Lender or Guarantor against the other. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Guaranty. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise defined in this Guaranty shall have the meanings attributed to such terms in the Uniform Commercial Code: Borrower. The word 'Borrower" means ED-KAT, Inc., DBA H I Brown Mirror And Glass and includes all co-signers and co-makers signing the Note and all their successors and assigns. GAAP. The word 'GAAP' means generally accepted accounting principles. Guarantor. The word "Guarantor" means everyone signing this Guaranty, including without limitation Edward H. Powers, and in each case, any signer's successors and assigns. Guaranty. The word "Guaranty" means this guaranty from Guarantor to Lender. Indebtedness. The word "Indebtedness' means Borrower's indebtedness to Lender as more particularly described in this Guaranty. Lender. The word 'Lender" means Mid Penn Bank, its successors and assigns. Note. The word "Note" means the promissory note dated August 24, 2007, in the original principal amount of $200,000.00 from Borrower to Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the promissory note or agreement. Related Documents. The words 'Related Documents' mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness. CONFESSION OF JUDGMENT. GUARANTOR HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR GUARANTOR AFTER THE AMOUNTS HEREUNDER BECOME DUE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT AGAINST GUARANTOR FOR THE ENTIRE PRINCIPAL BALANCE OF THIS GUARANTY AND ALL ACCRUED INTEREST, LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THE INDEBTEDNESS, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10%) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS ($500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS GUARANTY OR A COPY OF THIS GUARANTY VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS GUARANTY TO CONFESS JUDGMENT AGAINST GUARANTOR SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS GUARANTY. GUARANTOR HEREBY WAIVES ANY RIGHT GUARANTOR MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO GUARANTOR'S ATTENTION OR GUARANTOR HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. COMMERCIAL GUARANTY Loan No: 500042171 (Continued) Page 4 EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES TO ITS TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH IN THE SECTION TITLED "DURATION OF GUARANTY". NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY IS DATED AUGUST 24, 2007. THIS GUARANTY IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS GUARANTY IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. GUARANTOR: X ;;.(Seal) E ar H. Pow INDIVIDUAL ACKNOWLEDGMENT COMMONWEALTH OF PENNSYLVANIA ) Q?? )SS COUNTY OF , f ) On this, the ``? day of 1lS T , 20 before me ?. Tl It { J? J the undersigned Notary Public, personally appeared Edward H. Powers, known t me (or sati factorily proven) to be the person whose name is subscribed to the within instrument, and acknowledged that he or she executed the same for the purposes therein contained. In witness whereof, I hereunto set my hand and official seal. USER PRO Lw0io. Var. SAS.00.001 Cep. Had" FNentltl 8016-. Inc. 107, M. A7 RWft R-d - PA PAMUPU1E2 M TR4W PR-MC}1NE COMMONWEALTH OF PENNSYLVANIA Notarial Seal Kalhy A. Snyder. Notary Pubic City Of Hanisbus Dauphin County My Comr *sbn Enq w Sept 15, 2007 Member, Pennsyhranis Association Of Notaries COMMERCIAL GUARANTY References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "***" has been omitted due to text length limitations. Borrower: ED-KAT, Inc., DBA H I Brown Mirror And Glass Lender: Mid Penn Bank (71N: 25-1779270) Market Square Plaza 640 W. Main Street 17 North Second Street Palmyra, PA 17078 Harrisburg, PA 17101 Guarantor: Kathryn A. Powers (SSN: 181-42-9001) 851 Kiehl Drive Lemoyne, PA 17043 GUARANTEE OF PAYMENT AND PERFORMANCE. For good and valuable consideration, Guarantor absolutely and unconditionally guarantees full and punctual payment and satisfaction of the Indebtedness of Borrower to Lender, and the performance and discharge of all Borrower's obligations under the Note and the Related Documents. This is a guaranty of payment and performance and not of collection, so Lender can enforce this Guaranty against Guarantor even when Lender has not exhausted Lender's remedies against anyone else obligated to pay the Indebtedness or against any collateral securing the Indebtedness, this Guaranty or any other guaranty of the Indebtedness. Guarantor will make any payments to Lender or its order, on demand, in legal tender of the United States of America, in same-day funds, without set-off or deduction or counterclaim, and will otherwise perform Borrower's obligations under the Note and Related Documents. INDEBTEDNESS. The word 'Indebtedness' as used in this Guaranty means all of the principal amount outstanding from time to time and at any one or more times, accrued unpaid interest thereon and all collection costs and legal expenses related thereto permitted by law, attorneys' fees, arising from any and all debts, liabilities and obligations that Borrower individually or collectively or interchangeably with others, owes or will owe Lender under the Note and Related Documents and any renewals, extensions, modifications, refinancings, consolidations and substitutions of the Note and Related Documents. If Lender presently holds one or more guaranties, or hereafter receives additional guaranties from Guarantor, Lender's rights under all guaranties shall be cumulative. This Guaranty shall not (unless specifically provided below to the contrary) affect or invalidate any such other guaranties. Guarantor's liability will be Guarantor's aggregate liability under the terms of this Guaranty and any such other unterminated guaranties. CONTINUING GUARANTY. THIS GUARANTY ENCOMPASSES A LINE OF CREDIT AND GUARANTOR UNDERSTANDS AND AGREES THAT THIS GUARANTY SHALL BE OPEN AND CONTINUOUS UNTIL THE INDEBTEDNESS IS PAID IN FULL AND THE LENDER DECLARES THAT THE LINE OF CREDIT IS FULLY SATISFIED, PERFORMED AND TERMINATED. DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender, or any notice / to Guarantor or to Borrower, and will continue in full force until all the Indebtedness shall have been fully and finally paid and satisfied and all of Guarantor's other obligations under this Guaranty shall have been performed in full. Release of any other guarantor or termination of any other guaranty of the Indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation Lender receives from any one or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. This Guaranty covers a revolving line of credit and It Is specifically anticipated that fluctuations will occur in the aggregate amount of the Indebtedness. Guarantor specifically acknowledges and agrees that fluctuations In the amount of the Indebtedness, even to zero dollars ($ 0.00), shall not constitute a termination of this Guaranty. Guarantor's liability under this Guaranty shall terminate only upon (A) tennlnation in writing by Borrower and Lender of the line of credit, (B) payment of the Indebtedness in full in legal tender, and (C) payment in full In legal tender of all of Guarantor's other obligations under this Guaranty. GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, without notice or demand and without lessening Guarantor's liability under this Guaranty, from time to time: (A) to make one or more additional secured or unsecured loans to Borrower, to lease equipment or other goods to Borrower, or otherwise to extend additional credit to Borrower; (B) to after, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of the Indebtedness or any part of the Indebtedness, including increases and decreases of the rate of interest on the Indebtedness; extensions may be repeated and may be for longer than the original ban term; (C) to take and hold security for the payment of this Guaranty or the Indebtedness, and exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any such security, with or without the substitution of new collateral; (D) to release, substitute, agree not to sue, or deal with any one or more of Borrower's sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; (E) to determine how, when and what application of payments and credits shall be made on the Indebtedness; (F) to apply such security and direct the order or manner of sale thereof, including without limitation, any nonjudicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; (G) to sell, transfer, assign or grant participations in all or any part of the Indebtedness; and (H) to assign or transfer this Guaranty in whole or in part. GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that (A) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (B) this Guaranty is executed at Borrower's request and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result In a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (F) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor's financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (1) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower. GUARANTOR'S FINANCIAL STATEMENTS. Guarantor agrees to furnish Lender with the following: Annual Statements. As soon as available, but in no event later than one-hundred-twenty (120) days after the end of each fiscal year, Guarantor's balance sheet and income statement for the year ended, prepared by Guarantor. Tax Returns. As soon as available, but in no event later than thirty (30) days after the applicable filing date for the tax reporting period ended, Federal and other governmental tax returns, prepared by Guarantor. COMMERCIAL GUARANTY ` Loan No: 500042171 (Continued) Page 2 All financial reports required to be provided under this Guaranty shall be prepared in accordance with GAAP, applied on a consistent basis, and certified by Guarantor as being true and correct. GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (A) to continue lending money or to extend other credit to Borrower; (B) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (C) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (D) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (E) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (F' to pursue any other remedy within Lender's power; or (G) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. Guarantor also waives any and all rights or defenses based on suretyship or impairment of collateral including, but not limited to, any rights or defenses arising by reason of (A) any 'one action' or 'anti-deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (B) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (C) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (D) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (E) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced, there is outstanding Indebtedness which is not barred by any applicable statute of limitations; or (F) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both. GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees that each of the waivers set forth above is made with Guarantor's full knowledge of its significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to public policy or law. If any such waiver is determined to be contrary to any applicable law or public policy, such waiver shall be effective only to the extent permitted by law or public policy. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Guarantor's accounts with Lender (whether checking, savings, or some other account). This includes all accounts Guarantor holds jointly with someone else and all accounts Guarantor may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Guarantor authorizes Lender, to the extent permitted by applicable law, to hold these funds if there is a default, and Lender may apply the funds in these accounts to pay what Guarantor owes under the terms of this Guaranty. SUBORDINATION OF BORROWER'S DEBTS.TO GUARANTOR. Guarantor agrees that the Indebtedness, whether now existing or hereafter created, shall be superior to any claim that Guarantor may now have or hereafter acquire against Borrower, whether or not Borrower becomes insolvent. Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower, upon any account whatsoever, to any claim that Lender may now or hereafter have against Borrower. In the event of insolvency and consequent liquidation of the assets of Borrower, through bankruptcy, by an assignment for the benefit of creditors, by voluntary liquidation, or otherwise, the assets of Borrower applicable to the payment of the claims of both Lender and Guarantor shall be paid to Lender and shall be first applied by Lender to the Indebtedness. Guarantor does hereby assign to Lender all claims which it may have or acquire against Borrower or against any assignee or trustee in bankruptcy of Borrower; provided however, that such assignment shall be effective only for the purpose of assuring to Lender full payment in legal tender of the Indebtedness. If Lender so requests, any notes or credit agreements now or hereafter evidencing any debts or obligations of Borrower to Guarantor shall be marked with a legend that the same are subject to this Guaranty and shall be delivered to Lender. Guarantor agrees, and Lender is hereby authorized, in the name of Guarantor, from time to time to file financing statements and continuation statements and to execute documents and to take such other actions as Lender deems necessary or appropriate to perfect, preserve and enforce its rights under this Guaranty. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Guaranty: Amendments. This Guaranty, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Guaranty. No alteration of or amendment to this Guaranty shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Attorneys' Fees; Expenses. Guarantor agrees to pay upon demand all of Lender's costs and expenses, including Lender's attorneys' fees and Lender's legal expenses, incurred in connection with the enforcement of this Guaranty. Lender may hire or pay someone else to help enforce this Guaranty, and Guarantor shall pay the costs and expenses of such enforcement. Costs and expenses include Lender's attomeys' fees and legal expenses whether or not there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services. Guarantor also shall pay all court costs and such additional fees as may be directed by the court. Caption Headings. Caption headings in this Guaranty are for convenience purposes only and are not to be used to interpret or define the provisions of this Guaranty. Governing Law. This Guaranty will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions. Choice of Venue. If there is a lawsuit, Guarantor agrees upon Lender's request to submit to the jurisdiction of the courts of Dauphin County, Commonwealth of Pennsylvania. Integration. Guarantor further agrees that Guarantor has read and fully understands the terms of this Guaranty; Guarantor has had the opportunity to be advised by Guarantor's attorney with respect to this Guaranty; the Guaranty fully reflects Guarantor's intentions and parol evidence is not required to interpret the terms of this Guaranty. Guarantor hereby indemnifies and holds Lender harmless from all losses, claims, damages, and costs (including Lender's attorneys' fees) suffered or incurred by Lender as a result of any breach by Guarantor of the warranties, representations and agreements of this paragraph. Interpretation. In all cases where there is more than one Borrower or Guarantor, then all words used in this Guaranty in the singular shall be deemed to have been used in the plural where the context and construction so require; and where there is more than one Borrower named in this COMMERCIAL GUARANTY Loan No: 500042171 (Continued) Page 3 Guaranty or when this Guaranty is executed by more than one Guarantor, the words "Borrower' and "Guarantor' respectively shall mean all and any one or more of them. The words "Guarantor,' "Borrower," and "Lender" include the heirs, successors, assigns, and transferees of each of them. If a court finds that any provision of this Guaranty is not valid or should not be enforced, that fact by itself will not mean that the rest of this Guaranty will not be valid or enforced. Therefore, a court will enforce the rest of the provisions of this Guaranty even if a provision of this Guaranty may be found to be invalid or unenforceable. If any one or more of Borrower or Guarantor are corporations, partnerships, limited liability companies, or similar entities, it is not necessary for Lender to inquire into the powers of Borrower or Guarantor or of the officers, directors, partners, managers, or other agents acting or purporting to act on their behalf, and any indebtedness made or created in reliance upon the professed exercise of such powers shall be guaranteed under this Guaranty. Notices. Unless otherwise provided by applicable law, any notice required to be given under this Guaranty shall be given in writing, and shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this Guaranty. Any party may change its address for notices under this Guaranty by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, Guarantor agrees to keep Lender informed at all times of Guarantor's current address. Unless otherwise provided by applicable law, if there is more than one Guarantor, any notice given by Lender to any Guarantor is deemed to be notice given to all Guarantors. No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Guaranty unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Guaranty shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Guaranty. No prior waiver by Lender, nor any course of dealing between Lender and Guarantor, shall constitute a waiver of any of Lender's rights or of any of Guarantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Guaranty, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender. Successors and Assigns. The terms of this Guaranty shall be binding upon Guarantor, and upon Guarantor's heirs, personal representatives, successors, and assigns, and shall be enforceable by Lender and its successors and assigns. Waive Jury. Lender and Guarantor hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either Lender or Guarantor against the other. DEFINMONS. The following capitalized words and terms shall have the following meanings when used in this Guaranty. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise defined in this Guaranty shall have the meanings attributed to such terms in the Uniform Commercial Code: Borrower. The word "Borrower' means ED-KAT, Inc., DBA H I Brown Mirror And Glass and includes all co-signers and co-makers signing the Note and all their successors and assigns. GAAP. The word "GAAP" means generally accepted accounting principles. Guarantor. The word 'Guarantor" means everyone signing this Guaranty, including without limitation Kathryn A. Powers, and in each case, any signer's successors and assigns. Guaranty. The word "Guaranty" means this guaranty from Guarantor to Lender. Indebtedness. The word "Indebtedness" means Borrower's indebtedness to Lender as more particularly described in this Guaranty. Lender. The word 'Lender' means Mid Penn Bank, its successors and assigns. Note. The word 'Note' means the promissory note dated August 24, 2007, in the original principal amount of $200,000.00 from Borrower to Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the promissory note or agreement. Related Documents. The words "Related Documents' mean all promissory notes, credit agreements, ban agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness. CONFESSION OF JUDGMENT. GUARANTOR HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR GUARANTOR AFTER THE AMOUNTS HEREUNDER BECOME DUE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT AGAINST GUARANTOR FOR THE ENTIRE PRINCIPAL BALANCE OF THIS GUARANTY AND ALL ACCRUED INTEREST, LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THE INDEBTEDNESS, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10%) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS ($500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS GUARANTY OR A COPY OF THIS GUARANTY VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS GUARANTY TO CONFESS JUDGMENT AGAINST GUARANTOR SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS GUARANTY. GUARANTOR HEREBY WAIVES ANY RIGHT GUARANTOR MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO GUARANTOR'S ATTENTION OR GUARANTOR HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. COMMERCIAL GUARANTY Loan No: 500042171 (Continued) Page 4 EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES TO ITS TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH IN THE SECTION TITLED "DURATION OF GUARANTY". NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY IS DATED AUGUST 24, 2007. THIS GUARANTY IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS GUARANTY IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. GUARANTOR: X ;.(Seal) Kbthtyn A. Powerb INDIVIDUAL ACKNOWLEDGMENT COMMONWEALTH OF PENNSYLVANIA ? ) SS COUNTY OF 4tt On this Z day of 1AG U S 1 -200 -1 before me the undersigned Notary Public, personally appeared Kathryn A. Powers, known to me (or satisfactorily provtd n) be the pe on whose name is subscribed to the within instrument, and acknowledged that he or she executed the same for the purposes therein contained. In witness whereof, I hereunto set my hand and official seal. Public in and for tht?tate of 1,- 1,J N S\t. iAr,? lASEA PRO L&XWV. Vu. 5.35.00.001 Copy. HOW Pn-W SOAM6, Vq. 107,1W7. AN NOW Ru-d • PA P.9CFlLLPUEMYC 1A-45H PRSEC_UNE COMM01N1 F_ALTH OF PENNSYLVANIA Seal Kath y A Snyder, Notary Public Of r9. Daupt . County My ?m?r>ission Expi?es Sept. 15, 2007 Member. Pennsylvania Association Of Notaries i ? _py l C; Y .fct o Po A IZ`Y e1C O (Gasm W a500gq 01, HENRY & BEAVER LLP By: Marc A. Hess Identification No. 55774 937 Willow Street P.O. Box 1140 Lebanon, PA 17042-1140 (717) 274-3644 MID PENN BANK, IN THE COURT OF COMMON PLEAS Plaintiff CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW vs. No. OA- 5983 a-MtP-rot EDWARD H. POWERS and KATHRYN A. POWERS, Individually and Jointly, Defendants PRAECIPE FOR ENTRY OF APPEARANCE TO THE PROTHONOTARY OF SAID COUNTY: Sir, please enter the appearance of Marc A. Hess, of the law firm of Henry & Beaver LLP, whose address is 937 Willow Street, P.O. Box 1140, Lebanon, Pennsylvania 17042-1140 as attorney for Mid Penn Bank, the Plaintiff in the above- captioned case. Dated, 77 ?AQJ?xn?- 2009 ARC A. H SS I.D. #55774 Attorney for Plaintiff RL fwi: TLI" I- 0 Z.19 S; --: I F i,, 9 t r" HENRY & BEAVER LLP By: Marc A. Hess Identification No. 55774 937 Willow Street P.O. Box 1140 Lebanon, PA 17042-1140 (717) 274-3644 MID PENN BANK, IN THE COURT OF COMMON PLEAS Plaintiff CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION -LAW vs. : : No. 09 -5983 ?ivi t Term EDWARD H. POWERS and KATHRYN A. POWERS, Individually and Jointly, Defendants AFFIDAVIT AS TO NON-MILITARY SERVICE AND CERTIFICATION OF LAST KNOWN ADDRESS OF DEFENDANT AND PLAINTIFF COMMONWEALTH OF PENNSYLVANIA COUNTY OF DAUPHIN ss. Before me the undersigned authority, personally appeared Gregory C. Scheer, Collection Manager of Mid Penn Bank, who being duly sworn according to law, deposes and says that upon reasonable investigation to the best of his knowledge and belief the Defendant is not in the active Military or Naval Service of the United States of America and that the last known address of said Defendants is as follows: 851 Kiehl Drive, Lemoyne, Pennsylvania 17043. The address of the above Plaintiff is 51 South Front Street, Steelton, Pennsylvania 17113. MID PENN BANK By: L',? Gregory . Sc er Collection Manager Sworn and subscribed before me: this.?V.Xl day of . u s 2009. 617 vs??v Notary P 6ic COMMONWEALTH OF PENNSYLVANIA NOTARIAL SEAL Scott D. Washinger, Notary Public Steelton Borough, Dauphin County h commieeion ex ' Jul 14 2012 - 2 - HLE" O 2009 SE D -1 P " l : ;+9 r? HENRY & BEAVER LLP By: Marc A. Hess Identification No. 55774 937 Willow Street P.O. Box 1140 Lebanon, PA 17042-1140 (717) 274-3644 MID PENN BANK, vs. IN THE COURT OF COMMON PLEAS Plaintiff CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION -LAW EDWARD H. POWERS and KATHRYN A. POWERS, Individually and Jointly, Defendants No. - 5983 AFFIDAVIT COMMONWEALTH OF PENNSYLVANIA : ss. COUNTY OF DAUPHIN a-16 I T&rww Gregory C. Scheer, Collection Manager, of Mid Penn Bank, being duly sworn according to law, deposes and says that he has authority to sign this Affidavit on behalf of Mid Penn Bank and that the facts set forth in the foregoing Complaint are true and correct to the best of his knowledge, information and belief; and that the copies of the Promissory Note, Exhibit "A", and Commercial Guarantees, Exhibits "B" and "C", respectively, attached to the Complaint, are true and correct copies of the originals which are held in the files of the Plaintiff and which were executed and delivered by the Defendants to Plaintiff. MID PENN BANK By:. c, S Gregory Sch Collection Manager Sworn and subscribed to before me: this asirv day of 2009. Notary P lic COMMONWEALTH OF PENNSYLVANIA NOTARIAL- SEAL Public Scott D. Washingor, Noon County Steelton Borough, DauP M commieeioa ex iree Jul 14, 2012 - 2 - OFD'"c" rz 49 npug .. ; \ YTIa OFFICE OF THE PROTHONOTARY COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA TO: Mr. Edward H. Powers 851 Kiehl Drive Lemoyne, PA 17043 MID PENN BANK, IN THE COURT OF COMMON PLEAS Plaintiff CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW vs. n _ No. Dq - 5983 Eivil )erh EDWARD H. POWERS and KATHRYN A. POWERS, Individually and Jointly, Defendants NOTICE Pursuant to Pa.R.C.P. Rule 236 please be advised that judgment by confession in the above proceeding was entered against you, individually and jointly, on !aj* e, , 2009, in the amount of: Principal Sum Due - $ 193,683.97 Interest to 8/20/2009 - 1,819.17 Late Fees to 8/20/2009 - 521.78 Satisfaction Fee - 84.00 Attorney's Commission (10% of unpaid principal and interest) - 19,550.31 Total - $ 215,659.23 Plus interest which continue to accrue after August 20, 2009, and after entry of judgment at the contract rate ($22.87 per diem), late charges as may accrue pursuant to the terms of the Guarantees, reasonable attorney's fees, any and all amounts expended or advanced by Plaintiff relating to the collateral securing the Guarantees, together with costs of suit. Copies of all documents filed are attached hereto. is I ILul P. Prothonotary OFFICE OF THE PROTHONOTARY COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA TO: Mrs. Kathryn A. Powers 851 Kiehl Drive Lemoyne, PA 17043 MID PENN BANK, IN THE COURT OF COMMON PLEAS Plaintiff CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW vs. No. p4 - 5983 0 tv i i Term EDWARD H. POWERS and KATHRYN A. POWERS, Individually and Jointly, Defendants NOTICE Pursuant to Pa.R.C.P. Rule 236 please be advised that judgment by confession in the above proceeding was entered against you, individually and jointly, on 2009, in the amount of: Principal Sum Due - $ 193,683.97 Interest to 8/20/2009 - 1,819.17 Late Fees to 8/20/2009 - 521.78 Satisfaction Fee - 84.00 Attorney's Commission (10% of unpaid principal and interest) - 19,550.31 Total - $ 215,659.23 Plus interest which continue to accrue after August 20, 2009, and after entry of judgment at the contract rate ($22.87 per diem), late charges as may accrue pursuant to the terms of the Guarantees, reasonable attorney's fees, any and all amounts expended or advanced by Plaintiff relating to the collateral securing the Guarantees, together with costs of suit. Copies of all documents filed are attached hereto. s "K Pr6thonotary b" I . HENRY & BEAVER LLP By: Marc A. Hess Identification No. 55774 937 Willow Street P.O. Box 1140 Lebanon, PA 17042-1140 (717) 274-3644 MID PENN BANK, Plaintiff vs. EDWARD H. POWERS and KATHRYN A. POWERS, Individually and Jointly, Defendants IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLV CIVIL ACTION -LAW No. 09-5983 Civil Term AFFIDAVIT OF SERVICE COMMONWEALTH OF PENNSYLVANIA : . ss. COUNTY OF LEBANON I, Lisa I. Fox, of the law firm of Henry & Beaver LLP, depose and state that N MIA forwarded a certified true and correct copy of the attached Notice Under Rule 295$11 of Judgment and Execution Thereon - Notice of Defendant's Rights by First Class U States Mail, Certified, Return Receipt Requested, on September 4, 2009 to Edward H. Powers and Kathryn A. Powers, at 851 Kiehl Drive, Lemoyne, Pennsylvonia 17043. Said Notice mailed to Edward H. Powers was received on September 5, 2 109. Said Notice mailed to Kathryn A. Powers was received on September 9, 2009. Attached hereto and made a part hereof is the United States Postal Serv Domestic Return Receipts and Receipts for Certified Mail. 1 ;?7 LISA F. Sworn and subscribed to before me: th' 10th day of September 2009. Notary is NOTARIAL SEAL l PATRICIA L. YOUNG, Notary Pab - City of Lebanon, Lebanon County E:iv Commission Exoires December 17, 2009 - 2 - HENRY & BEAVER LLP By: Marc A. Hess Identification No. 55774 937 Willow Street P.O. Box 1140 Lebanon, PA 17042-1140 (717) 274-3644 MID PENN BANK, Plaintiff vs. EDWARD H. POWERS and KATHRYN A. POWERS, Individually and Jointly, Defendants IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLV CIVIL ACTION - LAW No. 09-5983 Civil Term NOTICE UNDER RULE 2958.1 OF JUDGMENT AND EXECUTION THEREON NOTICE OF DEFENDANT'S RIGHTS To: Mr. Edward H. Powers 851 Kiehl Drive Lemoyne, PA 17043 A judgment in the amount of: Principal Sum Due - Interest to 8/20/2009 - Late Fees to 8/20/2009 - Satisfaction Fee - Attorney's Commission (10% of unpaid principal and interest) - Total - NIA $193,63 .97 1,813.17 5 ?1.78 00 19 5 .31 $ 215,650.23 II Plus interest which continue to accrue after August 20, 2009, and after entry of judgment at the contract rate ($22.87 per diem), late charges as may accrue purs?0t to the terms of the Guarantees, reasonable attorney's fees, any and all amounts expended or advanced by Plaintiff relating to the collateral securing the Guara together with costs of suit, has been entered against you and in favor of the Plai without any prior notice or hearing based on a confession of judgment contained i? a written agreement or other paper allegedly signed by you. The Sheriff may take money or other property to pay the judgment at any time after thirty (30) days afte date on which this notice is served on you. You may have legal rights to defeat the judgment or to prevent your mon property from being taken. YOU MUST FILE A PETITION SEEKING RELIEF F 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 LOSE YOUR RIGHTS. YOU SHO YOUR LA NOT HAVE A LAWYER. GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW. A LAWYER. TO PROVID DE YOU WITH IIS FORD TO HI )UT AGENCIES HI r r DO MAY BE ABLE - 2 - LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE. Lawyer Referral Service Court Administrator Cumberland County Courthouse One Courthouse Square Carlisle, PA 17013 (717) 240-6200 HENRY & BEAV&Z LI P By: PARC-A. MESS I.D. #55774 1 937 Willow Street P.O. Box 1140 Lebanon, PA 17042-1140 (717) 274-3644 Attorney for Plaintiff - 3 - (Domestic Mail Only; No Insurance Coverage Provided) rq For delivery information visit our website at www.usps.com?, M ? Postage $ p. Certified Fee C3 & Postma Return Receipt Fee M (Endorsement Required) H ,._ Restricted Delivery Fee r3 (Endorsement Required) rr1 V;,rQ `L cO Total Postage & Fees r? Sent To Q Edward H. Powers Q bYr®ef Ap_ t -W -------------- - ------------------------------------------ or PO Box No....... U I.-Ki-e l-Ilmimp-------------------------------- City State, ZIP+4 Lemoyne PA 17043 P? Form :3800. AUgUst 2006 See Reverse for Instructions ¦ Complete items 1, 2, and 3. Also complete Nam 4 If Restricted Delivery Is desired. ¦ Print your name and address on the reverse so that we can return the card to you. ¦ Attach this card to the back of the mailpiece, cr4 n the front If space permits. 1. Article Addressed to: Edward H. Powers 851 Kiehl Drive Lemoyne PA 17043 a X ? Agent B. R by (ln C D f Deffiw? 70 M 7Z 4 ? tr' D. Is delivery address different from item 1? Yes H YES, enter delivery address below: ? No 3. Service Type MCerttfled Mail ? Express Mail ? Registered ? Return Receipt for Merchnntlke ? Insured Mail ? C.O.D. 4. Restricted Delivery? (Extra F egrD n [a Yras 2. ArWe Number (Hansfer from service label) PS Form 3811, February 2004 7ao8 1830 0004 Domestic Returneye 118 3 144? .595-02.M-1 HENRY & BEAVER LLP By: Marc A. Hess Identification No. 55774 937 Willow Street P.O. Box 1140 Lebanon, PA 17042-1140 (717) 274-3644 MID PENN BANK, IN THE COURT OF COMMON PLEAS Plaintiff CUMBERLAND COUNTY, PENNSYL NIA CIVIL ACTION - LAW vs. No. 09-5983 Civil Term EDWARD H. POWERS and KATHRYN A. POWERS, Individually and Jointly, Defendants NOTICE UNDER RULE 2958.1 OF JUDGMENT AND EXECUTION THEREON NOTICE OF DEFENDANT'S RIGHTS To:- Mrs. Kathryn A. Powers 851 Kiehl Drive Lemoyne, PA 17043 A judgment in the amount of: Principal Sum Due - $ 193,6 3.97 Interest to 8/20/2009 - 1,8 9.17 Late Fees to 8/20/2009 - 5 1.78 Satisfaction Fee - 4.00 Attorney's Commission (10% of unpaid principal and interest) - 19 5 0.31 Total - $ 215,6 9.23 Plus interest which continue to accrue after August 20, 2009, and after entry of judgment at the contract rate ($22.87 per diem), late charges as may accrue pars ant to the terms of the Guarantees, reasonable attorney's fees, any and all amounts expended or advanced by Plaintiff relating to the collateral securing the Guarante , together with costs of suit, has been entered against you and in favor of the Plaint' without any prior notice or hearing based on a confession of judgment contained i written agreement or other paper allegedly signed by you. The Sheriff may take y money or other property to pay the judgment at any time after thirty (30) days afte f date on which this notice is served on you. You may have legal rights to defeat the judgment or to prevent your mone property from being taken. YOU MUST FILE A PETITION SEEKING RELIEF FF 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 LOSE YOUR RIGHTS. OULD TAKE THIS PAPER TO YOUR LAWYER AT NOT HAVE A LAWYER, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW. THIS OFFICE CAN PROVIDE YOU WITH INFORMATION ABOUT HI A LAWYER. CANNOT AFFORD TO HIRE A LAWYER THIS OFFICE MAY BE TO PROVIDE YOU WITH INFORMATION ABOUT AGENCI - 2 - LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE. Lawyer Referral Service Court Administrator Cumberland County Courthouse One Courthouse Square Carlisle, PA 17013 (717) 240-6200 HENRY By: MARC-A! HESS' I.D. #55774 i` 937 Willow Street P.O. Box 1140 Lebanon, PA 17042-1140 (717) 274-3644 Attorney for Plaintiff - 3 - -r I Ln Domestic Mail Only; No Insurance Coverage Providea For delivery information visit our website at www.uspsxom?, M CU r-3 Postage $ Certified Fee mark 0 Return Receipt Fee I(d, H C3 (Endorsement Required) o Restricted Delivery Fee (Endorsement Required) M y: yJ ^ rya Total Postage & Fees a nt o M a, rn Kathryn A_ Powers ,5 S4;eeF,AF W,---- ------ u; :,.?-= tti or PC Box No. 851 Kiehl Drive ----------------------------------------------------------------- .--- Ci?y; State, ZIP+4 Lemoyne PA 17043 -983 ¦ Complete items 1, 2, and 3. Also complete tilsm 4 if Restricted Delivery Is desired. ¦ Print your name and address on the reverse so that we can return the card to you. ¦ Attach this card to the back of the mailplece, or on the front if space permits. 1. Article Addressed to: Kathryn A. Powers 851 Kiehl Drive Lemoyne PA 17043 2, Article Number (transfer hom swvtoe labeo A. S nature 0 0 Agent G*ddraeset ,? ((A Received bye?(( ted Name) C. Date of Delivery'' L- -j4 v /ieA -P 7S D. Is delivery address different from Rem 1? ? Yes if YES, enter delivery address below: ? No 3. Service Type UCerWW Mail O Exprees Mail 0 Registered 0 Return Receipt for Merchandiw ? Insured Mail ? C.O.D. 4. Restricted Delivery? (Extra kq& ? Yes 7nnR l.A-4n nnnu -t -t a-3 , ?, r., PS Form 3811, February 2004 Domestic Return Receipt t r r,'!_(C'E: _ OF ?f3r : , .. t'uy IZ -;, i-ErN I VL>YLVANA Chad J. Julius Jacobson, Julius & McPartland Attorneys for the Plaintiff 8150 Derry Street, Ste. A Harrisburg, PA 17111 - 5260 717.909.5858 717.909.7788 (fax) MID PENN BANK, v. Edward H. Powers Kathryn A. Powers, Plaintiff Defendants JrLEP-OFFIC TH P(\OTHONOT 2014 JUL 11 1"i111 CUMBERLAND C PENNSYLVANIA ENNS YLVANIANTY : IN THE COURT OF COMMON PLEAS : CUMBERLAND COUNTY, PENNSYLVANIA : No. 2009-05983 ENTRY OF APPEARANCE TO THE PROTHONOTARY: Enter the appearance of Chad J. Julius and Jacobson, Julius & McPartland on behalf of the Defendant, Edward H. Powers and Kathryn A. Powers, in the above matter. DATED: July 9, 2014 By: Res ectfully submitted, Chad J. Julius No. 209496 Attorney for Defendants 8150 Derry Street, Suite A Harrisburg, PA 17111 717.909.5858 717.909.7788 [fax] CERTIFICATE OF SERVICE AND NOW, this 9th day of July 2014, I, Chad J. Julius of Jacobson, Julius & McPartland, attorney for Movants, Edward H. Powers and Kathryn A. Powers, hereby certify that on this day I served the within documents upon the person indicated below via the method described below of a true and correct copy of the same, which service satisfies the requirements of the Pennsylvania Rules of Civil Procedure: Service by First -Class Mail, Addressed as Follows: Marc A. Hess Henry & Beaver, LLP PO Box 1140 Lebanon, Pennsylvania 17042-1140 Chad J. Julius Chad J. Julius Jacobson, Julius & McPartland Attorneys for the Plaintiff 8150 Derry Street, Ste. A Harrisburg, PA 17111 - 5260 717.909.5858 717.909.7788 (fax) MID PENN BANK, Plaintiff v. Edward H. Powers Kathryn A. Powers, JUL 16 FV1 3: CUMBERLAND :l U', . " PENNSYLVANIA : IN THE COURT OF COMMON PLEAS : CUMBERLAND COUNTY, PENNSYLVANIA : No. 2009-05983 Defendants PRAECIPE TO TERMINATE JUDGMENT TO THE PROTHONOTARY: Kindly terminate the judgment entered against Edward H. Powers and Kathryn A. Powers per the attached certified copy of the bankruptcy court order referencing this case and attach a copy of this to the docket. Dated: July 9, 2014 Respectfully submitted, JACOBSON, JULIUS : MCPARTLAND ad J. Julius Attorney for Defendants 8150 Derry Street Harrisburg, PA 17111 717.909.5858 FAX: 717.909.7788 IN THE UNITED STATES BANKRUPTCY COURT (71-7 THE, MIDDLE DISTRICT 01' PENNSYLVANIA THE F kO I f- ONO IN RE: Edward 11. Powers Idba EdKat. Inc. fdba I1.I. Brown Mirror and Glass Kathryn A. Powers Debtor Edward H: Powers Kathryn A. Powers. Movants v. MID PENN 13ANK. Respondent. : CHAPTER 7 : CAE: NO. 1:1 -hk-01681-RNO ORDER ZRJUL 16 PH s: CUMBERLAND COUN CERTIFIM[SFRO,NiA THE RECORD :1:114111 Dated: June 18, 2014 C Ciefinbini, Deputy C$crk UPON consideration of the foregoing .Motion to Avoid Judgment of Respondent under Section 522(d) and Section 522(f)(1) of the Bankruptcy Code, it is hereby ORDERED AND DECREED that the relief prayed for in the Motion be, and hereby is GRANTED, to wit, the judgment of MID PENN BANK, in the amount of $215,659.23 entered in Cumberland County at docket number 2009-05983 be and hereby is avoided as it violates 1 1 U.S.0 Section 522(f)(1) and interferes with 11 U.S.C. Section 522(d); it is further ORDERED AND DECREED that a certified copy of this Order may be filed with the Prothonotary of Cumberland County and the Prothonotary is directed to terminate the judgment in the judgment indices.. Dated: August 19, 2013 By the Court, U. 444 Jr Robert N. Opel, ]Q, Bankruptcy Judge (DG) . so AL /Ay CfCi /792 1Z±4 a4asta0 Case 1:13-bk-01681-RNO Doc 29 Filed 08/19/13 Entered 08/19/13 14:44:35 Desc Main Document Page 1 of 1 CERTIFICATE OF SERVICE AND NOW, this 9th day of July 2014, I, Chad J. Julius of Jacobson, Julius & McPartland, attorney for Movants, Edward H. Powers and Kathryn A. Powers, hereby certify that on this day I served the within documents upon the person indicated below via the method described below of a true and correct copy of the same, which service satisfies the requirements of the Pennsylvania Rules of Civil Procedure: Service by First -Class Mail, Addressed as Follows: Marc A. Hess Henry & Beaver, LLP PO Box 1140 Lebanon, Pennsylvania 17042-1140