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HomeMy WebLinkAbout09-8691ORRSTOWN BANK Plaintiff V. BELVEDERE MEDICAL ASSOCIATES, A PA PARTNERSHIP : AND GEORGE P. BRANSCUM, JR., INDIVIDUALLY : AND J. CRAIG JURGENSEN, INDIVIDUALLY Defendants IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NO. OCR' ?Gv 9? CIVIL ACTION-JUDGMENT BY CONFESSION CONFESSION OF JUDGMENT Pursuant to the authority contained in the warranty of attorney, the original or a copy of which is attached to the Complaint filed in this action, I appear for the Defendant and confess judgment in favor of the Plaintiff and against Defendant as follows: Amount due as per Demand Promissory Note: $ 55,231.88 Interest thru 2/13/2009 $ 282.22 Interest from 2/13/09 thru 12/9/09 $ 4,916.44 Late Charges $ 1,117.98 Other Charges $ 1,104.63 Attorney's Fees (15% of $ 68,608.02) $ 6,237.09 TOTAL $ 68,608.02 DUNCAN & HARTMAN, PC By: LuLccA? _k A illi A. D -Wan, Esq. Attorney I.D. No. 22080 1 Irvine Row Carlisle, PA 17013 (717) 249-7780 Attorney for Plaintiff Dated: l ORRSTOWN BANK IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff NO. V. BELVEDERE MEDICAL ASSOCIATES, A PA PARTNERSHIP AND : GEORGE P. BRANSCUM, JR., INDIVIDUALLY AND J. CRAIG JURGENSEN, INDIVIDUALLY ; Defendants CIVIL ACTION-JUDGMENT BY CONFESSION COMPLAINT AND NOW, comes Plaintiff, Orrstown Bank, by its attorneys, DUNCAN & HARTMAN, PC, and states the following cause of action: 1. Plaintiff, Orrstown Bank, is a corporation authorized to do business in the state of Pennsylvania and has a place of business situate at 77 E. King Street, Shippensburg, Pennsylvania. 2. Defendant Belvedere Medical Associates, is a PA Partnership with an address of 77 Nelson Drive, Carlisle, Pennsylvania, 17015. 3. Defendant George P. Branscum, Jr. is an adult individual with an address of 77 Nelson Drive, Carlisle, Pennsylvania, 17015 4. Defendant J. Craig Jurgensen is an adult individual with an address of 619 Sherwood Drive, Carlisle, Pennsylvania, 17013. 5. Defendant Belvedere Medical Associates executed a Demand Promissory Note on February 13, 2006 in the amount of $ 124,000.00, the original or copy of which is attached hereto as Exhibit "A". 6. George P. Branscum, Jr. is a partner in Belvedere Medical Associates and is liable for all the Partnership's present and future obligations to Lender as set forth in the attached PARTNERSHIP AUTHORIZATION executed on February 13, 2006, a copy which is attached as Exhibit "B". 7. J. Craig Jurgensen is a partner in Belvedere Medical Associates and is liable for all the Partnership's present and future obligations to Lender as set forth in the attached PARTNERSHIP AUTHORIZATION executed on February 13, 2006, a copy which is attached as Exhibit "B". 8. The Judgments to be entered by confession upon the attached Demand Promissory Note is not being entered by confession against a natural person in connection with a consumer credit transaction. 9. Judgment on the Demand Promissory Note has not been entered in this or any other jurisdiction. 10. A breakdown of the total amount due is as follows: Amount due as per Demand Promissory Note: $ 55,231.88 Interest thru 2/13/2009 $ 282.22 Interest from 2/13/09 thru 12/9/09 Late Charges Other Charges Attorney's Fees (10% of $ 62,320.93) TOTAL $ 4,916.44 $ 1,117.98 $ 1,104.63 $ 6,237.09 $ 68,608.02 WHEREFORE, Plaintiff demands judgment against the Defendant in the sum of $ 62,370.93 plus attorney's fees in the amount of $ 6,237.09, interest in the amount of $ 18.05/day after 12/17/09, for a total of $ 68,608.02 plus $18.05 per day after Dec. 17, 2009. Dated: III Z 0 00? DUNCAN & HARTMAN, PC 13 Y• VAW William A. Duncan, Esq. Attorney I.D. No. 22080 1 Irvine Row Carlisle, PA 17013 (717) 249-7780 Attorney for Plaintiff ORRSTOWN BANK Plaintiff V. BELVEDERE MEDICAL ASSOCIATES, A PA PARTNERSHIP AND GEORGE P. BRANSCUM, JR., INDIVIDUALLY AND J. CRAIG JURGENSEN, INDIVIDUALLY Defendants IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NO. CIVIL ACTION-JUDGMENT BY CONFESSION CERTIFICATE OF RESIDENCE PA.R.C.P. 236 I, WILLIAM A. DUNCAN, ESQUIRE, hereby certify that the precise residence of Plaintiff is: ORRSTOWN BANK 77 E. King Street Shippensburg, PA 17257 And certify that the last known address of the within Defendant is: Belvedere Medical J. Craig Jurgensen George P. Branscum, Jr. Associates c/o 619 Sherwood Drive 77 Nelson Drive George P. Branscum, Jr. Carlisle, PA 17013 Carlisle, PA 17015 77 Nelson Drive Carlisle, PA 17015 Respectfully submitted, Dated: DUNCAN & HART AN, PC By: V04t?am A. Duncan, Esq. Attorney I.D. No. 22080 1 Irvine Row Carlisle, PA 17013 (717) 249-7780 Attorney for Plaintiff ORRSTOWN BANK Plaintiff V. BELVEDERE MEDICAL ASSOCIATES, A PA PARTNERSHIP AND GEORGE P. BRANSCUM, JR., INDIVIDUALLY AND J. CRAIG JURGENSEN, INDIVIDUALLY Defendants IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NO. CIVIL ACTION-JUDGMENT BY CONFESSION AFFIDAVIT THAT DEFENDANT IS NOT IN THE MILITARY SERVICE, PURSUANT TO "SOLDIERS AND SAILORS" CIVIL RELIEF ACT OF 1918, REACTED 1940 TO: Prothonotary, Cumberland County Before me, the undersigned authority, personally appeared William A. Duncan who being duly sworn according to law, deposes and says that neither Belvedere Medical Associates, George P. Branscum, Jr., J. Craig Jurgensen, Defendant, are not in the Military or Naval Service, based upon the following facts: Age of Defendants: unknown; Present place of employment: unknown; Address of each as of the date of this Affidavit: Belvedere Medical Associates c/o George P. Branscum, Jr. 77 Nelson Drive Carlisle, PA 17015 J. Craig Jurgensen 619 Sherwood Drive Carlisle, PA 17013 George P. Branscum, Jr. 77 Nelson Drive Carlisle, PA 17015 Respectfully submitted, Dated: o" q'joo t Sworn to and subscribed befor me this -1.?? day o , 2009. . al/??= Nota ublic CO MONWEALTH OF PENNSYLVANIA NOTARIAL SEAL JOAN D. ADAMS, Notary Public Carlisle Boro., Cumberland County My Commission Expires March 7, 2011 DUNCAN & HARTM N, PC By. C u---- Will , Esq. W- Attorney I.D. No. 22080 1 Irvine Row Carlisle, PA 17013 (717) 249-7780 Attorney for Plaintiff VERIFICATION I, LINDA MOWEN, Assistant Vice President, authorized agent of ORRSTOWN BANK, a Company, do hereby verify that the facts stated in the foregoing instrument are true and correct to the best of my knowledge, information and belief. I understand that false statements herein are made subject to the penalties of 18 Pa.C.S. §4904 relating to unsworn falsification to authorities. Assistant Vice President Loan Workout & Collection Manager 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. Any item above containing "***" has been omitted due to text length limitations. Borrower: BMC Associates (TIN: 23-2158916) 850 Walnut Bottom Road Carlisle, PA 17013 Lender: ORRSTOWN BANK STONEHEDGE OFFICE 77 EAST KING STREET P O BOX 250 SHIPPENSBURG, PA 17257 Principal Amount: $124,000.00 Interest Rate: 7.400% Date of Note: February 13, 2006 Maturity Date: February 13, 2011 PROMISE TO PAY. BMC Associates ("Borrower") promises to pay to ORRSTOWN BANK ("Lender"), or order, in lawful money of the United States of America, the principal amount of One Hundred Twenty-four Thousand & 001100 Dollars ($124,000.00), together with interest at the rate of 7.400% per annum on the unpaid principal balance from February 13, 2006, until paid in full. PAYMENT. Borrower will pay this loan in full immediately upon Lender's demand. If no demand is made, Borrower will pay this loan in 60 payments of $2,484.44 each payment. Borrower's first payment is due March 13, 2006, and all subsequent payments are due on the same day of each month after that. Borrower will continue to make payments on this loan until this Note is paid in full or until Lender makes demand for payment in full, whichever occurs first. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest; then to principal; then to any unpaid collection costs; and then to any Into 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. PREPAYMENT PENALTY. Upon prepayment of this Note, Lender is entitled to the following prepayment penalty: Should Borrower prepay all or any amount of principal during the next five (5) years, the Borrower shall be assessed against the amount prepaid, a five percent (5.00%) prepayment penalty. The assessment percentage shall decrease one percent (1.00%) per annum to par. Lender acknowledges that excepted from this assessment will be principal payments that are generated as a result of operation of the business for which the loan was extended. Specifically not excepted will be any prepayments generated as a result of a refinancing at any other financial institution. Except for the foregoing, Borrower may pay all or a portion of the amount owed earlier then is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower or Borrower's obligation to continue to make payments under the payment schedule. Rather, they will reduce the principal balance due and may result in Borrower making fewer payments.. Except for the foregoing, Borrower may pay 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 under the payment schedule. Rather, early payments will reduce the principal balance due and may result in Borrower's making fewer payments. 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: ORRSTOWN BANK, 77 EAST KING STREET, P.O. BOX 250 SHIPPENSBURG, PA 17257. LATE CHARGE. If a payment is 16 days or more late, Borrower will be charged 5.000% of the regularly scheduled payment or $50.00, whichever is greater. INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, Lender, at its option, may, if permitted under applicable law, increase the interest rate on this Note 3.000 percentage points. The interest rate will not exceed the maximum rate permitted by applicable law. If judgment is entered in connection with this Note, interest will continue to accrue on this Note after judgment at the existing interest rate provided for in this Note. 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 condition 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 furnished 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. Death or Insolvency. The dissolution or termination of Borrower's existence as a going business or the death of any partner, 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 Borrower's 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. In the event of a death, Lender at it hall not be required to, permit the Guarantor's estate to assume unconditionally the obligations arising under factory to Lender, and, in doing so, cure any Event of Default. Events Affecting General Partner of Borrower. Any ,,was ith respect to any general partner of Borrower or any general partner dies or becomes incompetent. 7- PROMISSORY NOTE Loan No: 26383809004 (Continued) Page 2 Change In Ownership. The resignation or expulsion of any general partner with an ownership interest of twenty-five percent (25%) or more in 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. Cure Provisions. If any default, other than a default in payment is curable and if Borrower has not been given a notice of a breach of the same provision of this Note within the preceding twelve (12) months, it may be cured if Borrower, after receiving written notice from Lender demanding cure of such default: (1) cures the default within fifteen (15) days; or (2) if the cure requires more than fifteen 05) days, immediately initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. LENDER'S RIGHTS. Upon default, Lender may, after giving such notices as required by applicable law, declare the entire unpaid principal balance on 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. 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 authorizes 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: collateral described in a Commercial Security Agreement dated February 13, 2006. PROPERTY INSURANCE. Borrower understands that Borrower is required to obtain insurance for the collateral securing this Note. Further information concerning this requirement is set forth in the Security Agreement and in the Agreement to Provide Insurance, all the terms and conditions of which are hereby incorporated and made a part of this Note. FINANCIAL INFORMATION. The Borrower agrees to provide the Lender with Federal Tax Returns and/or CPA prepared Financial Statements and any other financial information, required by the Lender's Original Commitment Letter to the Borrower, on an annual basis. If the Lender does not receive the required financial information within two hundred seventy (270) days of the Borrower's fiscal year end, the Lender has the right to increase the interest rate charged on this Note by 0.25%. The Borrower shall receive written notification ten (10) days prior to the Lender increasing the interest rate charged on this Note. OVERDRAFT PROTECTION. You may obtain credit advances under your Credit Line by writing a check on your checking account(s) with us in excess of the available collected balance in the account(s). . 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 inaccuracy(ies) should be sent to us at the following address: ORRSTOWN BANK, STONEHEDGE OFFICE, 77 EAST KING STREET, P 0 BOX 250, SHIPPENSBURG, PA 17257. GENERAL PROVISIONS. This Note is payable on demand. The inclusion of specific default provisions or rights of Lender shall not preclude Lender's right to declare payment of this Note on its demand. 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, partner, 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 (5500) 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: 26383809004 (Continued) Page 3 PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE. 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: BMC ASSOCIATES I :........................... Sea Y George P Branscu-15 Jr, Gener Partner of BMC Associates Seal 1 J ai J r on. 1 G ra Partner M Asso 7as LASER PRO L ftg. V.. 6.30.00.004 Cop,. HttW d F-W 1904th- Inc. 1997, 2006. AN Rights R,w,vad. - PA 0ACFIILPL1020.FC M-12144 PR47 DISCLOSURE FOR CONFESSION OF JWGMENT 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. Declarant: BMC Associates (TIN: 23-2158916) 850 Walnut Bottom Road Carlisle, PA 17013 Lender: ORRSTOWN BANK STONEHEDGE OFFICE 77 EAST KING STREET P O BOX 250 SHIPPENSBURG, PA 17257 DISCLOSURE FOR CONFESSION OF JUDGMENT THE UNDERSIGNED IS EXECUTING ON BEHALF OF DECLARANT, THIS DAY OF / fBA&vr'eY 20 Of, , A PROMISSORY NOTE FOR $124,000.00 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 DECLARANT'S 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 AINS ECLARANT BY CONFESSION AS PROVIDED FOR IN THE CONFESSION OF JUDGMENT PROVISION. INITIALS: '•...:::.:`•::`:. B. THE UNDERSIGNE 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 DECLARANT'S PROPERTY, IN FULL OR PARTIAL PAYMENT OF THE JUDGMENT. IN EXECUTING THE NOTE, BEING FULLY AWARE OF DECLARANT'S 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 MANN PE I D 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 DECLARANT'S OWN INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THE OTE. 40(f2 A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THE CONFESSION OF JUDGMENT PROVISION IN THE NOTE TO ECLARANT'S ATTENTION. DISCLOSURE FOR CONFESSION OF JUDGMENT Loan No: 26383809004 (Continued) Page 2 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: BMC ASSOCIATES Y•. .:::. 1 .7 George P Branscum Jr, General Partner of BMC Associates LASER PRO Loading, Vv. 5.30.00.004 Cow. H Imd F-W So4Yeno, 1- 1997. 2009. All RIpAb Rooorwd. - PA QACFRLPL%O3O.FC T-121" PR-17 BUSINESS LOAN AGREEMENT Loan No: 26383809004 (Continued) Page 5 absolute owners of such interests in the Loan and will have all the rights granted under the participation agreement or agreements governing the sale of such participation interests. Borrower further waives all rights of offset or counterclaim that it may have now or later against Lender or against any purchaser of such a participation interest and unconditionally agrees that either Lender or such purchaser may enforce Borrower's obligation under the Loan irrespective of the failure or insolvency of any holder of any interest in the Loan. Borrower further agrees that the purchaser of any such participation interests may enforce its interests irrespective of any personal claims or defenses that Borrower may have against Lender. No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Agreement 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 Agreement 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 Agreement. No prior waiver by Lender, nor any course of dealing between Lender and Borrower, or between Lender and any Grantor, shall constitute a waiver of any of Lender's rights or of any of Borrower's or any Grantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Agreement, 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. Notices. Unless otherwise provided by applicable law, any notice required to be given under this Agreement 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 Agreement. Any party may change its address for notices under this Agreement 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, Borrower agrees to keep Lender informed at all times of Borrower's current address. Unless otherwise provided by applicable law, if there is more than one Borrower, any notice given by Lender to any Borrower is deemed to be notice given to all Borrowers. Severability. If a court of competent jurisdiction finds any provision of this Agreement to be illegal, invalid, or unenforceable as to any circumstance, that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other circumstance. If feasible, the offending provision shall be considered modified so that it becomes legal, valid and enforceable. If the offending provision cannot be so modified, it shall be considered deleted from this Agreement. Unless otherwise required by law, the illegality, invalidity, or unenforceability of any provision of this Agreement shall not affect the legality, validity or enforceability of any other provision of this Agreement. Subsidiaries and Affiliates of Borrower. To the extent the context of any provisions of this Agreement makes it appropriate, including without limitation any representation, warranty or covenant, the word "Borrower" as used in this Agreement shall include all of Borrower's subsidiaries and affiliates. Notwithstanding the foregoing however, under no circumstances shall this Agreement be construed to require Lender to make any Loan or other financial accommodation to any of Borrower's subsidiaries or affiliates. Successors and Assigns. All covenants and agreements by or on behalf of Borrower contained in this Agreement or any Related Documents shall bind Borrower's successors and assigns and shall inure to the benefit of Lender and its successors and assigns. Borrower shall not, however, have the right to assign Borrower's rights under this Agreement or any interest therein, without the prior written consent of Lender. Survival of Representations and Warranties. Borrower understands and agrees that in making the Loan, Lender is relying on all representations, warranties, and covenants made by Borrower in this Agreement or in any certificate or other instrument delivered by Borrower to Lender under this Agreement or the Related Documents. Borrower further agrees that regardless of any investigation made by Lender, all such representations, warranties and covenants will survive the making of the Loan and delivery to Lender of the Related Documents, shall be continuing in nature, and shall remain in full force and effect until such time as Borrower's Indebtedness shall be paid in full, or until this Agreement shall be terminated in the manner provided above, whichever is the last to occur. Time is of the Essence. Time is of the essence in the performance of this Agreement. Waive Jury. All parties to this Agreement hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by any party against any other party. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Agreement. 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 Agreement shall have the meanings attributed to such terms in the Uniform Commercial Code. Accounting words and terms not otherwise defined in this Agreement shall have the meanings assigned to them in accordance with generally accepted accounting principles as in effect on the date of this Agreement: Advance. The word "Advance" means a disbursement of Loan funds made, or to be made, to Borrower or on Borrower's behalf on a line of credit or multiple advance basis under the terms and conditions of this Agreement. Agreement. The word "Agreement" means this Business Loan Agreement, as this Business Loan Agreement may be amended or modified from time to time, together with all exhibits and schedules attached to this Business Loan Agreement from time to time. Borrower. The word "Borrower" means BMC Associates and includes all co-signers and co-makers signing the Note and all their successors and assigns. Collateral. The word "Collateral" means all property and assets granted as collateral security for a Loan, whether real or personal property, whether granted directly or indirectly, whether granted now or in the future, and whether granted in the form of a security interest, mortgage, collateral mortgage, deed of trust, assignment, pledge, crop pledge, chattel mortgage, collateral chattel mortgage, chattel trust, factor's lien, equipment trust, conditional sale, trust receipt, lien, charge, lien or title retention contract, lease or consignment intended as a security device, or any other security or lien interest whatsoever, whether created by law, contract, or otherwise. Environmental Laws. The words "Environmental Laws" mean any and all state, federal and local statutes, regulations and ordinances relating to the protection of human health or the environment, including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, at seq. ("CERCLA"), the Superfund Amendments and Reauthorization Act of 1986, Pub. L. No. 99-499 ("SARA"), the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, at seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, at seq., or other applicable state or federal laws, rules, or regulations adopted pursuant thereto. Event of Default. The words "Event of Default" mean any of the events of default set forth in this Agreement in the default section of this Agreement. GAAP. The word "GAAP" means generally accepted accounting principles. BUSINESS LOAN AGREEMENT Loan Nb: 26383809004 (Continued) Page 6 Grantor. The word "Grantor" means each and all of the persons or entities granting a Security Interest in any Collateral for the Loan, including without limitation all Borrowers granting such a Security Interest. Guarantor. The word "Guarantor" means any guarantor, surety, or accommodation party of any or all of the Loan. Guaranty. The word "Guaranty" means the guaranty from Guarantor to Lender, including without limitation a guaranty of all or part of the Note. Hazardous Substances. The words "Hazardous Substances" mean materials that, because of their quantity, concentration or physical, chemical or infectious characteristics, may cause or pose a present or potential hazard to human health or the environment when improperly used, treated, stored, disposed of, generated, manufactured, transported or otherwise handled. The words "Hazardous Substances" are used in their very broadest sense and include without limitation any and all hazardous or toxic substances, materials or waste as defined by or listed under the Environmental Laws. The term "Hazardous Substances" also includes, without limitation, petroleum and petroleum by-products or any fraction thereof and asbestos. Indebtedness. The word "Indebtedness" means the indebtedness evidenced by the Note or Related Documents, including all principal and interest together with all other indebtedness and costs and expenses for which Borrower is responsible under this Agreement or under any of the Related Documents. Lender. The word "Lender" means ORRSTOWN BANK, its successors and assigns. Loan. The word "Loan" means any and all loans and financial accommodations from Lender to Borrower whether now or hereafter existing, and however evidenced, including without limitation those loans and financial accommodations described herein or described on any exhibit or schedule attached to this Agreement from time to time. Note. The word "Note" means the Note executed by BMC Associates in the principal amount of $124,000.00 dated February 13, 2006, together with all renewals of, extensions of,'modifications of, refinancings of, consolidations of, and substitutions for the note or credit agreement. Permitted Liens. The words "Permitted Liens" mean (1) liens and security interests securing Indebtedness owed by Borrower to Lender; (2) liens for taxes, assessments, or similar charges either not yet due or being contested in good faith; (3) liens of materialmen, mechanics, warehousemen, or carriers, or other like liens arising in the ordinary course of business and securing obligations which are not yet delinquent; (4) purchase money liens or purchase money security interests upon or in any property acquired or held by Borrower in the ordinary course of business to secure indebtedness outstanding on the date of this Agreement or permitted to be incurred under the paragraph of this Agreement titled "Indebtedness and Liens"; (5) liens and security interests which, as of the date of this Agreement, have been disclosed to and approved by the Lender in writing; and (6) those liens and security interests which in the aggregate constitute an immaterial and insignificant monetary amount with respect to the net value of Borrower's assets. 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 Loan. Security Agreement. The words "Security Agreement" mean and include without limitation any agreements, promises, covenants, arrangements, understandings or other agreements, whether created by law, contract, or otherwise, evidencing, governing, representing, or creating a Security Interest. Security Interest. The words "Security Interest" mean, without limitation, any and all types of collateral security, present and future, whether in the form of a lien, charge, encumbrance, mortgage, deed of trust, security deed, assignment, pledge, crop pledge, chattel mortgage, collateral chattel mortgage, chattel trust, factor's lien, equipment trust, conditional sale, trust receipt, lien or title retention contract, lease or consignment intended as a security device, or any other security or lien interest whatsoever whether created by law, contract, or otherwise. BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS BUSINESS LOAN AGREEMENT AND BORROWER AGREES TO ITS TERMS. THIS BUSINESS LOAN AGREEMENT IS DATED FEBRUARY 13, 2006. THIS AGREEMENT IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS AGREEMENT IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. BORROWER: BMC ASSOCIATE .......... .. !+f5?»t. Se 1 ) Y .......2 .......................ff....:..::.:.:.:.::.:::...:....:.: a ?? f George P Branscu'Jr, General Partner of BMC Associates LENDER: B Seal ! 1 J eg: J jrgensT, -General PartnerofBMC As fat s ORRSTOWN BANK By: " ' (Seal) JACK BOWERS, BUSINESS DEVELOPMENT OFFICER I LASER PRO landing. V". 5.30.00.004 COP, Harbnd FManaial 9ow"ena, Mc. 1997,20W. AR Agh1. Ra,a ", -PA 0:ICFRLP0C40.FC TA-12144 PR-17 PARTNERSHIP AUTHORIZATION 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. Lender: ORRSTOWN BANK Partnership: BMC Associates (TIN: 23-2158916) STONEHEDGE OFFICE 850 Walnut Bottom Road 77 EAST KING STREET Carlisle, PA 17013 P O BOX 250 SHIPPENSBURG, PA 17257 IN CONSIDERATION OF the existing or proposed lending or banking relationship between BMC Associates ("the Partnership") and ORRSTOWN BANK ("Lender"), the persons signing below jointly and severally and on behalf of the Partnership represent and certify to Lender that: THE PARTNERSHIP'S EXISTENCE. The complete and correct name of the Partnership is BMC Associates ("Partnership"). The Partnership is a partnership which is, and at all times shall be, duly organized, validly existing, and in good standing under and by virtue of the laws of the Commonwealth of Pennsylvania. The Partnership is duly authorized to transact business in all other states in which the Partnership is doing business, having obtained all necessary filings, governmental licenses and approvals for each state in which the Partnership is doing business. Specifically, the Partnership is, and at all times shall be, duly qualified as a foreign partnership in all states in which the failure to so qualify would have a material adverse effect on its business or financial condition. The Partnership has the full power and authority to own its properties and to transact the business in which it is presently engaged or presently proposes to engage. The Partnership maintains an office at 850 Walnut Bottom Road, Carlisle, PA 17013. Unless the Partnership has designated otherwise in writing, the principal office is the office at which the Partnership keeps its books and records. The Partnership will notify Lender prior to any change in the location of The Partnership's principal office address or any change in The Partnership's name. The Partnership shall do all things necessary to preserve and to keep in full force and effect its existence, rights and privileges, and shall comply with all regulations, rules, ordinances, statutes, orders and decrees of any governmental or quasi-governmental authority or court applicable to the Partnership and The Partnership's business activities. AUTHORIZATIONS ADOPTED. At a meeting of the partners of the Partnership, duly called and held, or by other duly authorized action in lieu of a meeting, the agreements and authorizations set forth in this Authorization were adopted. PARTNERS. The following named persons are partners of BMC Associates: NAMES TITLES AUTHORIZED George P Branscum Jr General Partner Y X J Craig Jurgensen General Partner Y X ACTIONS AUTHORIZED. Any two (2) of the authorized persons listed above may e?lt? int any Wreements of any nature with Lender, and those agreements will bind the Partnership. Specifically, but without limitation, a w (2) of such authorized persons are authorized, empowered, and directed to do the following for and on behalf of the Partnership: Borrow Money. To borrow, as a cosigner or otherwise, from time to time from Lender, on such terms as may be agreed upon between the Partnership and Lender, such sum or sums of money as in their judgment should be borrowed; however, not exceeding at any one time the amount of One Hundred Twenty-four Thousand & 00/100 Dollars ($124,000.00), in addition to such sum or sums of money as may be currently borrowed by the Partnership from Lender. Execute Notes. To execute and deliver to Lender the promissory note or notes, or other evidence of the Partnership's credit accommodations, on Lender's forms, at such rates of interest and on such terms as may be agreed upon, evidencing the sums of money so borrowed or any of the Partnership's indebtedness to Lender, and also to execute and deliver to Lender one or more renewals, extensions, modifications, refinancings, consolidations, or substitutions for one or more of the notes, any portion of the notes, or any other evidence of credit accommodations. Grant Security. To mortgage, pledge, transfer, endorse, hypothecate, or otherwise encumber and deliver to Lender any property now or hereafter belonging to the Partnership or in which the Partnership now or hereafter may have an interest, including without limitation all of the Partnership's real property and all of the Partnership's personal property (tangible or intangible), as security for the payment of any loans or credit accommodations so obtained, any promissory notes so executed (including any amendments to or modifications, renewals, and extensions of such promissory notes), or any other or further indebtedness of the Partnership to Lender at any time owing, however the same may be evidenced. Such property may be mortgaged, pledged, transferred, endorsed, hypothecated or encumbered at the time such loans are obtained or such indebtedness is incurred, or at any other time or times, and may be either in addition to or in lieu of any property theretofore mortgaged, pledged, transferred, endorsed, hypothecated or encumbered. Execute Security Documents. To execute and deliver to Lender the forms of mortgage, deed of trust, pledge agreement, hypothecation agreement, and other security agreements and financing statements which Lender may require and which shall evidence the terms and conditions under and pursuant to which such liens and encumbrances, or any of them, are given; and also to execute and deliver to Lender any other written instruments, any chattel paper, or any other collateral, of any kind or nature, which Lender may deem necessary or proper in connection with or pertaining to the giving of the liens and encumbrances. Notwithstanding the foregoing, any one of the above authorized persons may execute, deliver, or record financing statements. Negotiate Items. To draw, endorse, and discount with Lender all drafts, trade acceptances, promissory notes, or other evidences of indebtedness payable to or belonging to the Partnership or in which the Partnership may have an interest, and either to receive cash for the same or to cause such proceeds to be credited to the Partnership's account with Lender, or to cause such other disposition of the proceeds d6rived therefrom as they may deem advisable. Further Acts. In the case of lines of credit, to designate additional or alternate individuals as being authorized to request advances under such lines, and in all cases, to do and perform such other acts and things, to pay any and all fees and costs, and to execute and deliver such other documents and agreements, including agreements waiving the right to a trial by jury and confessing judgment against the Partnership, as the partners may in their discretion deem reasonably necessary or proper in order to carry into effect the provisions of this Authorization. ASSUMED BUSINESS NAMES. The Partnership has fil filings required by law relating to all assumed business names used by the Partnership. Excluding the name o Is a complete list of all assumed business names under which the Partnership does business: None. PARTNERSHIP AUTHORIZATION Loan No: 26383809004 (Continued) Page 2 JOINT AND SEVERAL LIABILITY. Each partner agrees to be jointly and severally liable for all of the Partnership's present and future obligations to Lender. NOTICES TO LENDER. The Partnership will promptly notify Lender in writing at Lender's address shown above (or such other addresses as Lender may designate from time to time) prior to any (A) change in the Partnership's name; (B) change in the Partnership's assumed business name(s); (C) change in the partners of the Partnership, including the addition of new partners or the departure of current partners from the Partnership; (D) change in the authorized signer(s); (E) change in the Partnership's principal office address; (F) change in the Partnership's state of organization; (G) conversion of the Partnership to a new or different type of business entity; or (H) change in any other aspect of the Partnership that directly or indirectly relates to any agreements between the Partnership and Lender. No change in the Partnership's name, state or organization, or principal office address will take effect until after Lender has received notice. CERTIFICATION CONCERNING PARTNERS AND AUTHORIZATIONS. The partners named above are duly elected, appointed, or employed by or for the Partnership, as the case may be, and occupy the positions set opposite their respective names. This Authorization now stands of record on the books of the Partnership, is in full force and effect, and has not been modified or revoked in any manner whatsoever. CONTINUING VALIDITY. Any and all acts authorized pursuant to this Authorization and performed prior to the passage of this Authorization are hereby ratified and approved. This Authorization shall be continuing, shall remain in full force and effect and Lender may rely on it until written notice of its revocation shall have been delivered to and received by Lender at Lender's address shown above (or such addresses as Lender may designate from time to time). Any such notice shall not affect any of the Partnership's agreements or commitments in effect at the time notice is given. IN TESTIMONY WHEREOF, 1 have hereunto set my hand and attest that the signatures set opposite the names listed above are their genuine signatures. I have read all the provisions of this Authorization, and 1 jointly and severally and on behalf of the Partnership certify that all statements and representations made in this Authorization are true and correct. This Partnership Authorization is dated THIS AUTHORIZATION IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS AUTHORIZATION IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. CERTIFIED TO AND ATTESTED BY: ,.. ;; ? .:'•>EY>fC Authorized Signer, NOTE: If the partners signing this Authorization are designated by the foregoing document as one of the partners authorized to act on the Partnership's behalf, it is advisable to have this Authorization signed by at least one non-authorized partner of the Partnership. LASER PRO lining, V.. 5.30.00.00/ C.P. Hwlsnd FI-WI S94alms. Inc. 1557. 2006. Al Rot. Rsssn,sd. - PA e:%CF1XLPUC30.FC TA-12144 PR-17 Y ._ :., "CRY 2Di0 lp ECA' 17 Ff 1: 39 !Y -? ?, ?? 1,5?' - 4 &IX * /,-Isv c,) 3s-?> I ORRSTOWN BANK IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff NO. ? '4? y? V. BELVEDERE MEDICAL ASSOCIATES, A PA PARTNERSHIP AND GEORGE P. BRANSCUM, JR., INDIVIDUALLY AND J. CRAIG JURGENSEN, INDIVIDUALLY Defendants CIVIL ACTION-JUDGMENT BY CONFESSION NOTICE OF ENTRY OF JUDGMENT TO: Belvedere Medical J. Craig Jurgensen George P. Branscum, Jr. Associates c/o 619 Sherwood Drive 77 Nelson Drive George P. Branscum, Jr., Carlisle, PA 17013 Carlisle, PA 17015 77 Nelson Drive Carlisle, PA 17015 You are hereby notified in accordance with Pa.R.C.P. 236 that judgment has been entered on a: (x) Confession of Judgment The judgment is entered against each Defendant in the amount of $68,608.02 A certificate has been filed that a copy of the Praecipe has been mailed to each other party who has appeared in the action or to his attorney of record. Date: 17, -700,5' e.? nE Pro onotary ,el C)7- 71i4 20u? u'.C. 17 P.°? 1 : 3 w