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MID PENN BANK,
V.
WILLIAM C. KOLLAS and
DIANNE L. KOLLAS
IN THE COURT F COMMON PLEAS OF
CUMBERLAND OUNTY, PENNSYLVANIA
Plaintiff
No.
TO: William C. Kollas
850 Kiehl Drive
Lemoyne, PA 17043
Defendants
Dianne L. K llas
and 850 Kiehl Drive
Lemoyne, P 17043
NOTICE
Pursuant to Pa.R.C.P. 236, you are hereby notified that
entered against you in the above-captioned matter.
,5 /
Date: 3 / ?/ /4
by confession has been
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Prothonotary
ti
J )
Steven J. Schiffinan, Esq.
Jeni S. Pilgrim, Esq.
PA ID Nos. 25488 & 209536
SERRATELLI, SCHIFFMAN, BROWN & CALHOON, P.C
2080 Linglestown Road, Suite 201
Harrisburg, PA 17110-9670
(717) 540-9170
sschiffman&ssbc-law com
]pilgriL mkssbc-law com
Fll ED-C RICE
OF THE h } tr ? 7?F?PY
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20101 2 a 4
MID PENN BANK, IN THE COURT F COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
Plaintiff
V.
WILLIAM C. KOLLAS and
DIANNE L. KOLLAS
No.
Defendants
I
ESSION OF JUDGMENT FOR MONEY
Pursuant to the authority contained in the warrant of attorn?y, a copy of which is attached
to the Complaint filed in this action, I appear for DEFENDANTS d confess judgment in favor
of the Plaintiff and against the Defendants as follows:
Loan No. 500028709 j
Principal Balance:
$4,624,25.62
Interest through 2/09/10 $8,45.77
Attorneys' Fees (10% of
principal balance and interest,
as authorized by the Note): $463,2 2.44
Total $5,095, 96.83 plus all
amounts advanced by Plaintiff in collection of the debt ursuant to the
terms of the Notes and loan documents, along with all reasonable
J w
J
I
attorneys' fees, monthly late charges, and interest
Interest After Default rate as defined in the loan docu
of judgment.
Respectfully submit
SERRATELLI, SCHIFF
Date: (In G?? Z 3 ?o / d By
the accelerated
from the date
BROWN & CALHOON P. C.
re even rof. ffman, Esquire
ni S. , Esquire
Pa. ID 488 & 209536
2080 Lingles own Road, Suite 201
Harrisburg, P 17110-9670
(717) 540-9170
FLED-C RICE
THE pR OTf-! ? ;'NARY
OMAR 4 %1 a 34
Steven J. Schiffman, Esq.
Jeni S. Pilgrim, Esq.
PA ID Nos. 25488 & 209536
SERRATELLI, SCHIFFMAN, BROWN & CALHOON, P.C.
2080 Linglestown Road, Suite 201
Harrisburg, PA 17110-9670
(717) 540-9170
sschiffmangssbc-law com
ipil rimgssbc-law com
MID PENN BANK,
V.
WILLIAM C. KOLLAS and
DIANNE L. KOLLAS
Plaintiff
Defendants
IN THE COURT F COMMON PLEAS OF
CUMBERLAND OUNTY, PENNSYLVANIA
No.
CERTIFICATION
I hereby certify the precise last known addresses of the
Defendants:
William C. Kollas
850 Kiehl Drive
Lemoyne, PA 17043
are as follows:
Dianne L. Kollas
850 Kiehl Drive
Lemoyne, PA 17043
Plaintiff:
Mid Penn Bank
349 Union Street
Millersburg, Pennsylvania 17061
Date:
Respectfully
SERRATELLI,
By
BROWN & CALHOON P. C.
St en J. S in an, Esquire
J i S. P' , Esquire
(a," ID Nos. 5488 & 209536
0 Lingles own Road, Suite 201
Harrisburg, A 17110-9670
(717) 540-9170
s }
MID PENN BANK,
V.
Plaintiff
WILLIAM C. KOLLAS and
DIANNE L. KOLLAS
Defendants
IN THE COURT' OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
No. 0 - a 5-3 c v,
Notice Under Rule 2958.1
of Judgment and Execution Th
CONFESSED JUDGMENT
TO: William C. Kollas
Dianne L. K llas
850 Kiehl Drive and 850 Kiehl Drive
Lemoyne, PA 17043 Lemoyne, P 17043
A judgment in the amount of $5,095,996.83 has been entered against you and in favor of
the Plaintiff without prior notice or hearing based on a confession of judgment contained in a
written agreement or other paper allegedly signed by you. The Sheriff may take your money or
other property to pay the judgment at any time after thirty (30) d ys after the date on which this
Notice is served on you.
You may have legal rights to defeat the judgment or p event your money or property
from being taken. YOU MUST FILE A PETITION SEEKING RELIEF FROM THE
JUDGMENT AND PRESENT IT TO A JUDGE WITHIN THIRTY (30) DAYS AFTER THE
DATE ON WHICH THIS NOTICE IS SERVED ON YOU R YOU MAY LOSE YOUR
RIGHTS.
YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU
DON'T HAVE A LAWYER OR CANNOT AFFORD ONE, G TO OR TELEPHONE THE
OFFICE SET FOURTH BELOW TO FIND OUT WHERE YOU AN GET LEGAL HELP:
Cumberland County Bar Assoc
32 South Bedford Street
Carlisle, PA 17013
1-800-990-9108
717-249-3166
MID PENN BANK,
V.
WILLIAM C. KOLLAS and
DIANNE L. KOLLAS
Plaintiff
Defendants
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
No. / o
Please take notice that the plaintiff in this matter has
against you in the amount of $5,095,996.83.
judgment by confession
You are entitled to a petition to "strike" or "open" the ju gment. In order to do so, you
must promptly file a petition with the Court of Common Pleas of Cumberland County,
Pennsylvania, as required by Rule 2959 of the Pennsylvania Rule of Civil Procedure. Any such
petition can be filed with the clerk or Prothonotary at the cou house in Carlisle, Cumberland
County.
A petition is a formal statement of your basis for challenging the judgment. You must
include the names of the parties at the top of the first page and the case number, which is shown
above. The petition must state your reasons for challenging the judgment in separate numbered
paragraphs. You have to sign the petition and include a sworn statement at the end of the
document verifying that the facts you state in the petition are true and accurate. You will waive
any defense and objections not included in your petition to strike or open. You must therefore
make every effort to raise all possible issues and defenses in your petition to strike or open in
order to avoid waiving any claims.
If you elect to file a petition, you must meet the requirements of Rule 2959 of the Rules
of Civil Procedure. A full copy of Rule 2959 is attached to this Notice. You may also have to
comply with local rules of procedure in effect in the county where he judgment was entered.
If you do not file a petition challenging the judgment, t e Plaintiff may take steps to
collect on the judgment by asking the Sheriff to seize your ass ts. Accordingly, you should
immediately seek the advice of attorney. If you wish to discuss t e matter with an attorney but
do not know how to find one, you may request a referral by contacting the following agency:
Cumberland County Bar Association
32 South Bedford Street
Carlisle, PA 17013
1-800-990-9108
717-249-3166
Corporations may be unable to represent themselves in court. If the defendants include a
corporation, the corporation must appear through an attorney if it intends to challenge the
judgment.
You may receive other papers and notices regarding the j dgment. Those other papers do
not negate or override this Notice. Likewise, this Notice is not intended to and does not negate
any of the notices or information obtained in other papers that may be served upon you.
We reiterate that you are required to act promptly if you wish to seek relief from the
judgment. Under certain circumstances, you have only 30 days in which to file a petition after
papers are served on you. Even if the 30 day rule does not apply, you must act promptly in order
to protect your interests. Failing to act in a timely manner will render you unable to challenge
the judgment at a later time.
If you were incorrectly identified and judgment was entered against you in error you
may be entitled to collect cost and reasonable attorney's fees as determined by the Court.
RESPECTFULLY SUBITTED,
SERRATELLI, SCHIFF N, BROWN & CALHOON, P.C.
Date: A, c? 13 2610
c
By:
JNJeni. ilgr i squire
o 20 0 36
Harrisburg, P
(717) 540-91'
Counsel for A
n Road, Suite 201
17110-9670
Penn Bank
I
P '
OF THE
PED^??"C`N'0TAlY
2010 KA,R 24 N 3 35
i
fly
Steven J. Schiffman, Esq.
Jeni S. Pilgrim, Esq.
PA ID Nos. 25488 & 209536
SERRATELLI, SCHIFFMAN, BROWN & CALHOON, P.C.
2080 Linglestown Road, Suite 201
Harrisburg, PA 17110-9670
(717) 540-9170
sschiffman(Issbc-law com
ipilgrim@ssbc-law.com
MID PENN BANK,
V.
WILLIAM C. KOLLAS and
DIANNE L. KOLLAS
Plaintiff
Defendants
IN THE COURT F COMMON PLEAS OF
CUMBERLAND OUNTY, PENNSYLVANIA
No.
Plaintiff files this complaint pursuant to Pa.R.C.P. 2951?b) for judgment by confession
and in support thereof avers the following:
1. Plaintiff Mid Penn Bank ("Plaintiff') is an independently wned community bank with a
business address at 349 Union Street, Millersburg, Pennsylvania 17061.
2. Defendant William C. Kollas is an adult individual wit a last known address of 850
Kiehl Drive, Lemoyne, Cumberland County, Pennsylvania 17043.
4
3. Defendant Dianne L. Kollas is an adult individual with last known address of 850 Kiehl
Drive, Lemoyne, Cumberland County, Pennsylvania 17043. Defendant William C.
Kollas and Defendant Dianne L. Kollas are hereinafte referred to collectively as "the
Defendants."
Count I
Loan No. 500028709
4. Plaintiff incorporates herein by reference paragraphs 1 t ough 3 of this Complaint as if
fully set forth herein.
5. On or about February 15, 2005, Plaintiff extended a 1 e of credit, identified as loan
number 500028709, to Yorktown Funding, Inc., in the amount of $4,000,000.00 ("the
Line of Credit.") A. true and correct copy of the Promissory Note dated February 15,
2005, evidencing Yorktown Funding, Inc.'s indebtedne s under the Line of Credit, is
attached hereto as Exhibit "A" ("Note 1.")
6. On or about August 24, 2006, the Line of Credit was extended to $5,000,000.00, as
evidenced by a Promissory Note dated August 24, 2006, true and correct copy of which
is attached hereto as Exhibit "B" (hereinafter referred to a "Note 2.") Note 1 and Note 2
are hereinafter referred to collectively as "the Notes."
7. In partial consideration of the Line of Credit extended o Yorktown Funding, Inc. by
Plaintiff, as partial security for repayment, and as partial inducement to Plaintiff to so act,
Defendant William C. Kollas individually made, execute and delivered to Plaintiff two
Commercial Guaranties with regard to the indebtedness of Yorktown Funding, Inc. to
Plaintiff under the Line of Credit, thereby personally guaranteeing payment and
8
9
10.
11.
12
13
14
performance. True and correct copies of William C. K llas' Commercial Guaranties are
attached hereto respectively as Exhibit "C."
In partial consideration of the Line of Credit extended to Yorktown Funding, Inc. by
Plaintiff, as partial security for repayment, and as partial nducement to Plaintiff to so act,
Defendant Dianne L. Kollas individually made, executed, and delivered to Plaintiff two
Commercial Guaranties with regard to the indebtednes of Yorktown Funding, Inc. to
Plaintiff under the Line of Credit, thereby personally guaranteeing payment and
performance. True and correct copies of Dianne L. Kol as' Commercial Guaranties are
attached hereto respectively as Exhibit "D." William C. ollas' Commercial Guaranties
and Dianne L. Kollas' Commercial Guaranties are hereinafter referred to collectively as
"the Guaranties."
On or about February 9, 2010, Yorktown Funding, Inc. filed for bankruptcy in the
Pennsylvania Middle District Bankruptcy Court, Docket umber 1:10-bk-01042-MDF.
Yorktown Funding, Inc.'s bankruptcy constitutes a default under the terms of the Notes.
Due to Yorktown Funding, Inc.'s default, under the term ; of the Notes and Guaranties,
Plaintiff presently possesses the right to demand payment from Defendants on all
amounts due on the Line of Credit.
The Guaranties authorize judgment by confession.
Under the terms of the Notes and the Guaranties, Plaintiff is also entitled to attorneys'
fees equal to ten percent (10%) of the outstanding princip 1 balance and interest, due to
Yorktown Funding, Inc.'s default.
As the result of the default on the Line of Credit, the folio ng amounts are now due to
Plaintiff:
Principal Balance: $4,62 ,265.62
Interest through 2/09/10 $8,458.77
Attorneys' Fees (10% of
principal balance and interest,
as authorized by the Note): $46 ,272.44
Total $5,095,996.83 plus all
amounts advanced by Plaintiff in collection of the debt pursuant to the
terms of the Notes and loan documents, along
attorneys' fees, monthly late charges, and interest
Interest After Default rate as defined in the loan docu
of judgment.
15. Defendants have been notified of the default. True and c
to Defendants are attached hereto as Exhibit "E."
all reasonable
the accelerated
from the date
copies of Plaintiff's letters
16. The judgment sought herein is not against a natural perso in connection with a consumer
credit transaction.
17. The Notes have not been assigned.
18. Judgment by confession for money has not previously been entered in any jurisdiction
against defendant on the warrant of attorney contained in the Guaranties.
WHEREFORE, Plaintiff, as authorized by the confession of judgment clause contained in
Notes and Guaranties, requests judgment to be entered against De endant William C. Kollas
and Defendant Dianne L. Kollas in the sum of $5,095,996
attorneys' fees, and costs authorized by the warrant of attorney.
Respectfully su
SERRATELLI, SCi
, plus any additional interest,
MAN, BROWN & CALHOON P. C.
oLeve 6cmt , Esquire
Jeni j! igrim s ire
Pa.os. 25 8 209536
208 inglestown Road, Suite 201
Harrisburg, PA 17 10-9670
(717)540-9170
Date: &(V l Z 3 20/0
VERIFICATION
I, Gregory C. Scheer, do hereby state, under penalt
unsworn falsification to authorities, that I am an authorized re
Bank, am authorized to give this verification on its behalf, and
foregoing complaint are true and correct to the best of my knov
Mid Penn F
By:
GregoryC.
of 18 P.S. § 4904 relating to
!sentative of Plaintiff Mid Penn
at the averments set forth in the
Ige, information, and belief.
C
Collections Manager
OF NON-MILITARY
I, Gregory C. Scheer, being duly sworn according to law, depose and say that I am an
officer of Plaintiff Mid Penn Bank and I am authorized to make this affidavit on its behalf.
I hereby affirm that to the best of my knowledge, Dian
in the United States Military, nor in any State or Territory thei
Soldiers' and Sailors' Civil Relief Act of 1940 and the amendm
Date: X31012 010
Sworn to and subscribed
before me this Az* day
of /jla?c.? ,Zoio .
Notary Public
COMMONWEALTH OF PENNSYLVANIA
R0__U 1AI, SEAL
Scott D. Washinger, Notary Public
Steelton Borough, Dauphin county
my commission ' Jul 14 2012
Gregory C!
Mid Penn F
Kollas is not currently serving
or its allies, as defined in the
thereto.
uthorized Agent
VIT OF NON_
I, Gregory C. Scheer, being duly sworn according to 1 w, depose and say that I am an
officer of Plaintiff Mid Penn Bank and I am authorized to make this affidavit on its behalf.
I hereby affirm that to the best of my knowledge, Will
in the United States Military, nor in any State or Territory the
Soldiers' and Sailors' Civil Relief Act of 1940 and the amendn
Date: -1I p q rv
Sworn to and subscribed
before me this 19TH day
of /? ,? , ?oio
Notary Public
OOMMONMEAL9$ OF PENNSYLVANIA
Scott D. W?ashipng SEAL NOWY Public
Steelton Borou
gh, Dauphin County
My commission ex fires Jul 14 2012
Kollas is not currently serving
or its allies, as defined in the
thereto.
x 'C V
Gregory C. cheer, uthorized Agent
Mid Penn Bank
PROMISSORY NOTE
References in the shaded area are for Lender's use only and do not limit the applicability this document to any particular loan or item.
Any item above containing """' has been omitted due to text enoth limitations.
Borrower: Yorktown Funding, Inc. (TIN: 25-1661847) Lender: M d Penn Bank
1104 Fernwood Avenue, Suite 203 D rry Street Office
Camp Hill, PA 17011 4 8 Derry Street
H rrisbura. PA 17111
Principal Amount: $4,000,000.00 Initial Rate: 5.750% Date of Note: February 15, 2005
PROMISE TO PAY. Yorktown Funding, Inc. ("Borrower") promises to pay to Mid Penn Ban ("Lender"), or order, in lawful money of the United
States of America, on demand, the principal amount of Four Million & 00/100 Dollars (;4,000,000.00) or so much as may be outstanding,
together with Interest on the unpaid outstanding principal balance of each advance. I terest 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. Borrow
unpaid interest due as of each payment date, beginning March 1, 2005, with all subseque
each month after that. Unless otherwise agreed or required by applicable law, payments
then to principal; then to any unpaid collection costs; and then to any late charges. The
365/360 basis; that is, by applying the ratio of the annual interest rate over a year of 360 d+
multiplied by the actual number of days the principal balance is outstanding. Borrower will
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 1
is the the Prime Rate as quoted in the Wall Street Journal (the "Index"). The Index is not neces;
the Index becomes unavailable during the term of this loan, Lender may designate a substitute i
the current Index rate upon Borrower's request. The interest rate change will not occur more
Borrower understands that Lender may make loans based on other rates as well. The Index cu
applied to the unpaid principal balance of this Note will be at a rate of 0.500 percentage
5.750% per annum. NOTICE: Under no circumstances will the interest rate on this Note be mor
PREPAYMENT. Borrower may pay without penalty all or a portion of the amount owed earlier tl
by Lender in writing, relieve Borrower of Borrower's obligation to continue to make payments c
reduce the principal balance due. Borrower agrees not to send Lender payments marked "p
Borrower sends such a payment, Lender may accept it without losing any of Lender's rights and
any further amount owed to Lender. All written communications concerning disputed amounts,
indicates that the payment constitutes "payment in full" of the amount owed or that is tendered %
of a disputed amount must be mailed or delivered to: Mid Penn Bank, Derry Street Office, 4098 1
LATE CHARGE. If a regularly scheduled interest payment is 15 days or more late, Borrower
payment or $25.00, whichever Is greater. If Lender demands payment of this loan, and Borrc
Lender's demand, Borrower also will be charged either 10.000% of the sum of the unpai
whichever is greater.
;r will pay regular monthly payments of all accrued
it interest payments to be due on the same day of
will be applied first to any accrued unpaid interest;
annual interest rate for this Note is computed on a
fs, multiplied by the outstanding principal balance,
pay Lender at Lender's address shown above or at
ne based on changes in an independent index which
rily the lowest rate charged by Lender on its loans. If
iex after notice to Borrower. Lender will tell Borrower
ften than each month, on the first day of the month.
ently is 5.250% per annum. The interest rate to be
oints over the Index, resulting in an Initial rate of
than the maximum rate allowed by applicable law.
in it is due. Early payments will not, unless agreed to
accrued unpaid interest. Rather, early payments will
d in full", "without recourse", or similar language. If
r this Note, and Borrower will remain obligated to pay
ncluding any check or other payment instrument that
th other conditions or limitations or as full satisfaction
.rry Street, Harrisburg, PA 17111.
fill be charged 10.000% of the regularly scheduled
ier does not pay the loan in full within 15 days after
principal plus accrued unpaid interest or $25.00,
INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, Lende , at its option, may, if permitted under applicable law,
increase the variable interest rate on this Note to 5.500 percentage points over the Index. The in rest rate will not exceed the maximum rate permitted
by applicable law. If judgment is entered in connection with this Note, interest will continue to ccrue on this Note after judgment at the interest rate
applicable to this Note at the time judgment is entered.
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 ti a 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 typ 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 proc
repossession or any other method, by any creditor of Borrower or by any governmental s
includes a garnishment of any of Borrower's accounts, including deposit accounts, with Ler
there is a good faith dispute by Borrower as to the validity or reasonableness of the claim wt
and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and d
creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, a
Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guars
or becomes incompetent, or revokes or disputes the validity of, or liability under, any guarani
Change In Ownership. Any change in ownership of twenty-five percent (25%) or more of it
Adverse Change. A material adverse change occurs in Borrower's financial conditio
performance of this Note is impaired.
Insecurity. Lender in good faith believes itself insecure.
LeNDER'S RIGHTS. Upon Lender's demand, Lender may, after giving such notices as required
balance on this Note and all accrued unpaid interest immediately due, and then Borrower will pay
.edings, whether by judicial proceeding, self-help,
lency against any collateral securing the loan. This
ier. However, this Event of Default shall not apply if
;h is the basis of the creditor or forfeiture proceeding
posits with Lender monies or a surety bond for the
being an adequate reserve or bond for the dispute.
for of any of the indebtedness or any Guarantor dies
of the indebtedness evidenced by this Note.
common stock of Borrower.
or Lender believes the prospect of payment or
applicable law, declare the entire unpaid principal
. amount.
PROMISSORY NOTE
Loan No: 500028709 (Continued) Page 2
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
authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the debt 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. This loan is unsecured.
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. Lender will have no obligation to advance funds under this Note if:
(A) Borrower or any guarantor is in default under the terms of this Note or any agreement that Borrower or any guarantor has with Lender, including
any agreement made in connection with the signing of this Note; (B) Borrower or any guarantor ceases doing business or is insolvent; (C) any
guarantor seeks, claims or otherwise attempts to limit, modify or revoke such guarantor's guarantee of this Note or any other loan with Lender; (D)
Borrower has applied funds provided pursuant to this Note for purposes other than those authorized by Lender; or (E) Lender in good faith believes
itself insecure.
INCORPORATION OF COMMITMENT LETTER. The terms and conditions of a Commitment Letter dated February 3, 2005, between Lender,
Borrower, and Guarantors, together with any modifications and amendments, are hereby incorporated into this Agreement as if the Commitment Letter
were restated herein in its entirety.
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 May 1, 2006. 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.
PRIMARY DEPOSIT ACCOUNTS. Borrower agrees to open and maintain its primary business deposit account ("Account") with Lender so long as this
Note has an outstanding balance or loan availability. If Borrower does not open or maintain the Account with Lender, Borrower authorizes Lender to
increase the interest rate on this loan by one-quarter of one percent (0.250%).
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: Mid Penn Bank, Derry Street Office, 4098 Derry Street, Harrisburg, PA 17111.
GENERAL PROVISIONS. 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: 500028709 (Continued) Page 3
PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PRI
INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE NOTE.
BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSO
THIS NOTE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS NOTE IS AND
SEALED INSTRUMENT ACCORDING TO LAW.
BORROWER:
YORKTOW UNDI' G, INC.
By: (Seal)
1: L ensinger, President Yorktown
Funding, c.
SIONS OF THIS NOTE, INCLUDING THE VARIABLE
NOTE.
TALL CONSTITUTE AND HAVE THE EFFECT OF A
LASER PRO Lending, Var. 5.25.30.001 Copr. Harland Financial SoWliona, Inc. 1997, 2005. All Rlghls Reserved. - PA L;1CFI1LPL1D20.FC TR-2921 PR-SEC LINE
5, k, 6t- ? 19
PROMISSORY NOTE
References in the shaded area are for Lender's use only and do not limit the applicability of is document to any particular loan or item.
Any item above containing -- has been omitted due to text le gth limitations.
Borrower: Yorktown Funding, Inc. (TIN: 25-1661847)
1104 Fernwood Avenue, Suite 203
Camp Hill, PA 17011
Lender: d Penn Bank
D r y Street Office
4 Derry Street
H rrisburq, PA 17111
Principal Amount: $5,000,000.00 Initial Rate: 8.750% Date of Note: August 24, 2006
PROMISE TO PAY. Yorktown Funding, Inc. ("Borrower") promises to pay to Mid Penn Ban ("Lender"), or order, in lawful money of the United
States of America, on demand, the principal amount of Five Million & 00/100 Dollars ( 5,000,000.00) or so much as may be outstanding,
together with interest on the unpaid outstanding principal balance of each advance. I terest 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. Borrow
unpaid interest due as of each payment date, beginning September 1, 2005, with all subset
of each month after that. Unless otherwise agreed or required by applicable law, payments
then to principal; then to any unpaid collection costs; and then to any late charges. The
365/360 basis; that is, by applying the ratio of the annual Interest rate over a year of 360 d:
multiplied by the actual number of days the principal balance is outstanding. Borrower will
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 ti
is the Prime Rate as quoted in the Wall Street Journal (the "Index"). The Index is not necessarily
Index becomes unavailable during the term of this loan, Lender may designate a substitute index
current Index rate upon Borrower's request. The interest rate change will not occur more ofte
month. Borrower understands that Lender may make loans based on other rates as well. The
rate to be applied to the unpaid principal balance during this Note will be at a rate of 0.500 percer
of 8.750% per annum. NOTICE: Under no circumstances will the interest rate on this Note be me
PREPAYMENT. Borrower may pay without penalty all or a portion of the amount owed earlier thz
by Lender in writing, relieve Borrower of Borrower's obligation to continue to make payments of
reduce the principal balance due. Borrower agrees not to send Lender payments marked "paH
Borrower sends such a payment, Lender may accept it without losing any of Lender's rights under
any further amount owed to Lender. All written communications concerning disputed amounts, it
indicates that the payment constitutes "payment in full" of the amount owed or that is tendered wi
of a disputed amount must be mailed or delivered to: Mid Penn Bank, Derry Street Office, 4098 Di
LATE CHARGE. If a regularly scheduled interest payment is 15 days or more late, Borrower
payment or $25.00, whichever is greater. If Lender demands payment of this loan, and Borrov
Lender's demand, Borrower also will be charged either 10.0000/6 of the sum of the unpai
whichever is greater.
Dr will pay regular monthly payments of all accrued
uent interest payments to be due on the same day
will be applied first to any accrued unpaid interest;
annual Interest rate for this Note is computed on a
/s, multiplied by the outstanding principal balance,
pay Lender at Lender's address shown above or at
rre based on changes in an independent index which
the lowest rate charged by Lender on its loans. If the
fter notifying Borrower. Lender will tell Borrower the
than each month, on the first business day of the
ndex currently is 8.250% per annum. The interest
cage points over the Index, resulting in an initial rate
e than the maximum rate allowed by applicable law.
i it is due. Early payments will not, unless agreed to
ccrued unpaid interest. Rather, early payments will
in full", "without recourse", or similar language. If
this Note, and Borrower will remain obligated to pay
:luding any check or other payment instrument that
i other conditions or limitations or as full satisfaction
rry Street, Harrisburg, PA 17111.
rill be charged 10.000% of the regularly scheduled
sr does not pay the loan in full within 15 days after
principal plus accrued unpaid interest or $25.00,
INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, the inte est 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, inter st 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 rat 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 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 y 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 solvency 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 proc
repossession or any other method, by any creditor of Borrower or by any governmental al
includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lenc
there is a good faith dispute by Borrower as to the validity or reasonableness of the claim whi
and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and del
creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as
Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guara
or becomes incompetent, or revokes or disputes the validity of, or liability under, any guaranty
Change In Ownership. Any change in ownership of twenty-five percent (25%) or more of the
lings, whether by judicial proceeding, seK-help,
cy against any collateral securing the loan. This
However, this Event of Default shall not apply if
is the basis of the creditor or forfeiture proceeding
its with Lender monies or a surety bond for the
ng an adequate reserve or bond for the dispute.
r of any of the indebtedness or any Guarantor dies
the indebtedness evidenced by this Note.
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.
LENDER'S RIGHTS. Upon Lender's demand, Lender may, after giving such notices as required oy applicable law, declare the entire unpaid principal
PROMISSORY NOTE
Loan No: 500028709 (Continued) Page 2
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
authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the debt 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. This loan is unsecured.
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.
INCORPORATION OF COMMITMENT LETTER. The terms and conditions of a Commitment Letter dated July 10, 2006, between Lender, Borrower,
and Guarantors, together with any modifications and amendments, are hereby incorporated into this Agreement as if the Commitment Letter were
restated herein in its entirety.
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 May 1, 2007. 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.
PRIMARY DEPOSIT ACCOUNTS. Borrower agrees to open and maintain its primary business deposit account ("Account") with Lender so long as this
Note has an outstanding balance or loan availability. If Borrower does not open or maintain the Account with Lender, Borrower authorizes Lender to
increase the interest rate on this loan by one-quarter of one percent (0.250%).
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: Mid Penn Bank, Derry Street Office, 4098 Derry Street, Harrisburg, PA 17111.
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: 500028709 (Continued) Page 3
PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PR
INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE NOTE.
BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSC
THIS NOTE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS NOTE IS AND
SEALED INSTRUMENT ACCORDING TO LAW.
BORROWER:
YORKTO UNDING
BY: (Seal)
G . K singer, Preside t of Yorktown
Funding, Inc.
OF THIS NOTE, INCLUDING THE VARIABLE
NOTE.
ALL CONSTITUTE AND HAVE THE EFFECT OF A
USER PRO LN", Var. 5.31.00.04 CqX. RnMnd FlNMW SdW., IM. 1997, 2110S. M FI9MS Ra .d - PA MMLPL\D FC TA-2921 PR-SiEUNE
ti, ?; f (?-
j5x
OMMERCIAL GU
References in the shaded area are for Lender's use only and do not limit the applicability df this document to any particular loan or item.
Any item above containing ""- has been omitted due to text length limitations.
Borrower: Yorktown Funding, Inc. (TIN: 25-1661847) Lender: M id Penn Bank
1104 Fernwood Avenue, Suite 203 D erry Street Office
Camp Hill, PA 17011 44 198 Derry Street
H arrisburg, PA 17111
Guarantor: William C. KOllas (SSN: 172-24-8568)
850 Kiehl Drive
Lemoyne, PA 17043
AMOUNT OF GUARANTY. This is a guaranty of payment of the Note, including without It itation the principal Note amount of Four Million &
001100 Dollars ($4,000,000.00).
GUARANTY. For good and valuable consideration, William C. Kollas ("Guarantor") absolu ely and unconditionally guarantees and promises to
pay to Mid Penn Bank ("Lender") or its order, in legal tender of the United States of Ameri a, the Indebtedness (as that term is defined below)
of Yorktown Funding, Inc. ("Borrower") to Lender on the terms and conditions set forth in his Guaranty.
MAXIMUM LIABILITY. The maximum liability of Guarantor under this Guaranty shall not exceed at any one time the amount of the Indebtedness
described herein, plus all costs and expenses of (A) enforcement of this Guaranty and (B) collection and sale of any collateral securing this Guaranty.
The above limitation on liability is not a restriction on the amount of the Indebtedness of Borrower to Lender either in the aggregate or at any one time.
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) affe t or invalidate any such other guaranties. Guarantor's
liability will be Guarantor's aggregate liability under the terms of this Guaranty and any such othe unterminated guaranties.
INDEBTEDNESS GUARANTEED. The Indebtedness guaranteed by this Guaranty includes the Note, including (a) all principal, (b) all interest, (c) all
late charges, (d) all loan fees and loan charges, and (e) all collection costs and expenses relating to the Note or to any collateral for the Note.
Collection costs and expenses include without limitation all of Lender's attorneys' fees.
DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without th necessity of any acceptance by Lender, or any notice
to Guarantor or to Borrower, and will continue in full force until all 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 othe 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 Indebtedness owing from Borrower to Lender. Guarantor specifically acknowledges
and agrees that fluctuations in the amount of 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 writ g 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 ten r of all of Guarantor's other obligations under this
Guaranty.
GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, without no Ice 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 f the Indebtedness, including increases and decreases
of the rate of interest on the Indebtedness; extensions may be repeated and may be for Ion er 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 warrant 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 term 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 informal on is provided; (G) no material adverse change has
occurred in Guarantor's financial condition since the date of the most recent financial statement 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 agree 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 follo ing:
Annual Statements. As soon as available, but in no event later than one-hundred- enty (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.
All financial reports required to be provided under this Guaranty shall be prepared in accor ance with GAAP, applied on a consistent basis, and
certified by Guarantor as being true and correct.
COMMERCIAL GUARANTY
Loan No: 500028709 (Continued) Page 2
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.
In addition to the waivers set forth herein, if now or hereafter Borrower is or shall become insolvent and the Indebtedness shall not at all times until paid
be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and gives up in favor of Lender and Borrower, and Lender's and
Borrower's respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by
subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or
any successor provision of the Federal bankruptcy laws.
Guarantor also waives any and all 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 of Borrower to Lender 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 of Borrower to Lender, 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 of Borrower
to Lender. 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. This Guaranty has been accepted by Lender
in the Commonwealth of Pennsylvania.
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,
. .. . .. . . .. - - °-- - - , __-'__ __ - _..,...u s .,.,., I .,,,, k +,,, ('--+- „+ +tie
COMMERCIAL GUARANTY
Loan No: 500028709 (Continued) Page 3
representations and agreements of this paragraph.
Interpretation. In all cases where there is more than one Borrower or Guarantor, then t
deemed to have been used in the plural where the context and construction so require; an
Guaranty or when this Guaranty is executed by more than one Guarantor, the words "Bor
any one or more of them. The words "Guarantor," "Borrower," and "Lender" include the
them. If a court finds that any provision of this Guaranty is not valid or should not be enfo
Guaranty will not be valid or enforced. Therefore, a court will enforce the rest of the provisi
may be found to be invalid or unenforceable. If any one or more of Borrower or GL
companies, or similar entities, it is not necessary for Lender to inquire into the powers
partners, managers, or other agents acting or purporting to act on their behalf, and an,
professed exercise of such powers shall be guaranteed under this Guaranty.
words used in this Guaranty in the singular shall be
where there is more than one Borrower named in this
iwer" and "Guarantor" respectively shall mean all and
eirs, successors, assigns, and transferees of each of
ed, that fact by itself will not mean that the rest of this
is of this Guaranty even if a provision of this Guaranty
rantor are corporations, partnerships, limited liability
Borrower or Guarantor or of the officers, directors,
indebtedness made or created in reliance upon the
Notices. Unless otherwise provided by applicable law, any notice required to be given un er 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 irst 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 t change the party's address. For notice purposes,
Guarantor agrees to keep Lender informed at all times of Guarantor's current address. nless otherwise provided by applicable law, if there is
more than one Guarantor, any notice given by Lender to any Guarantor is deemed to be no ice 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 a y instance shall not constitute continuing consent to
subsequent instances where such consent is required and in all cases such consent may b 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 assig s.
Waive Jury. Lender and Guarantor hereby waive the right to any jury trial in any ac ion, proceeding, or counterclaim brought by either
Lender or Borrower against the other.
DEFINITIONS. The following capitalized words and terms shall have the1p1lowing?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 Uni ed States of-AmeNee. Words and terms used in the
singular shall include the plural, and the plural shall include the singular', as the context may r quire._ 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 Yorktown Funding, Inc. and includes all`co-signe and co-makers signing the Note.
GAAP. The word "GAAP" means generally accepted accounting principle's:
Guarantor. The word "Guarantor" means each and every person or entity signing this Gua- nfy n'
cludiri§Mthout limitation William C. Kollas.
Guaranty. The word "Guaranty" means the guaranty from Guarantor to Lender, including thout limitation a guaranty of all or part of the Note.
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 February 15, 2005, in the original principal amount of $4,000,000.00 from Borrower to
Lender, together with all renewals of, extensions of, modifications of, refinancings of, consol dations 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 deeps, collateral mortgages, and all other instruments,
agreements and documents, whether now or hereafter existing, executed in connection wit the Indebtedness.
CONFESSION OF JUDGMENT. GUARANTOR HEREBY IRREVOCABLY AUTHORIZE
PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVAN
GUARANTOR AFTER THE AMOUNTS HEREUNDER BECOME DUE AND WITH OR WITHOUT C
AGAINST GUARANTOR FOR THE ENTIRE PRINCIPAL BALANCE OF THIS GUARANTY AND f
AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLAT
WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10%) OF
INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLL/
ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS GUAR
AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS GUARAN'
SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTIP
PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS GUARANTY. GUARANTOR HEREE
NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGME
OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO GU/
REPRESENTED BY INDEPENDENT LEGAL COUNSEL.
AND EMPOWERS ANY ATTORNEY OR THE
OR ELSEWHERE, TO APPEAR AT ANY TIME FOR
uIPLAINT FILED, CONFESS OR ENTER JUDGMENT
ACCRUED INTEREST, LATE CHARGES AND ANY
AL SECURING THE INDEBTEDNESS, TOGETHER
IE UNPAID PRINCIPAL BALANCE AND ACCRUED
3 ($500) ON WHICH JUDGMENT OR JUDGMENTS
TY OR A COPY OF THIS GUARANTY VERIFIED BY
TO CONFESS JUDGMENT AGAINST GUARANTOR
FROM TIME TO TIME AND AT ALL TIMES UNTIL
WAIVES ANY RIGHT GUARANTOR MAY HAVE TO
AND STATES THAT EITHER A REPRESENTATIVE
NNTOR'S ATTENTION OR GUARANTOR HAS BEEN
COMMERCIAL GUARANTY
Loan No: 500028709 (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 FEBRUARY 15, 2005.
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)
William C. Kollas
INDIVIDUAL ACKNOWLEDGMENT
COMMONWEALTH OF PENNSYLVANIA
j SS
COUNTY OF 1) 7.XY1 Y )
On this, the day of d ?q , 20 05 , before me C ou\Q. 1?- wSL
the undersigned Notary Public, personally appeared William C. Kollas, known to me (or satisfactorily 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 thereunto set m hand wd o
NOTARIAL SEAL
CARL AROSE
Notary Public
ER Notary Public in and for the State of - m ilv
T1i1ISP Notary LOWER ALLEN ry I- bnl
UMBERLAND COUNTY
[CoC x t ion E sS Oct 21. X07 .
LASER PRO Lending, Ver. 5.25.30.001 Copr. Harland Financial Solutions, Inc. 1997, 200S. All Rights Reserved. - PA L:%CFIILPL%E20.FC 7R-2921 PR-SEC LINE
OMMERCIAL GUARA
References in the shaded area are for Lender's use only and do not limit the applicability of his document to any particular loan or item.
Any item above containing '***' has been omitted due to text le gth limitations.
Borrower: Yorktown Funding, Inc. (TIN: 25-1661847) Lender: M d Penn Bank
1104 Fernwood Avenue, Suite 203 wry Street Office
Camp Hill, PA 17011 Derry Street
Ha rrisburg, PA 17111
Guarantor: William C. Kollas (SSN: 172-24-8568)
850 Kiehl Drive
Lemoyne, PA 17043
GUARANTEE OF PAYMENT AND PERFORMANCE. For good and valuable consideration, G arantor 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 of 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 se 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 a ount outstanding from time to time and at any one or
more times, accrued unpaid interest thereon and all collection costs and legal expenses related hereto permitted by law, attorneys' fees, arising from
any and all debts, liabilities and obligations that Borrower individually or collectively or interchang bly with others, owes or will owe Lender under the
Note and Related Documents and any renewals, extensions, modifications, refinancings, cons lidations 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) affec 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 nterminated guaranties.
CONTINUING GUARANTY. THIS GUARANTY ENCOMPASSES A LINE OF CREDIT AND G ARANTOR UNDERSTANDS AND AGREES THAT THIS
GUARANTY SHALL BE OPEN AND CONTINUOUS UNTIL THE INDEBTEDNESS IS PAID IN F LL 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 thto Guarantor or to Borrower, and will continue in full force until all the Indebtedness shall hav
Guarantor's other obligations under this Guaranty shall have been performed in full. Release
guaranty of the Indebtedness shall not affect the liability of Guarantor under this Guaranty.
Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. This
specifically anticipated that fluctuations will occur in the aggregate amount of the Indebl
agrees that fluctuations in the amount of the Indebtedness, even to zero dollars ($ 0.00),
Guarantor's liability under this Guaranty shall terminate only upon (A) termination in writs
payment of the Indebtedness in full in legal tender, and (C) payment in full in legal tends
Guaranty.
GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, without no
liability under this Guaranty, from time to time; (A) to make one or more additional secured i
other goods to Borrower, or otherwise to extend additional credit to Borrower; (B) to after, c
change one or more times the time for payment or other terms of the Indebtedness or any part of
of the rate of interest on the Indebtedness; extensions may be repeated and may be for longe
security for the payment of this Guaranty or the Indebtedness, and exchange, enforce, waive, sut
such security, with or without the substitution of new collateral; (D) to release, substitute, agree i
sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; i
payments and credits shall be made on the Indebtedness; (F) to apply such security and direct
limitation, any nonjudicial sale permitted by the terms of the controlling security agreement or de(
(G) to sell, transfer, assign or grant participations in all or any part of the Indebtedness; and (H)
GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrant
of any kind have been made to Guarantor which would limit or qualify in any way the terms
Borrower's request and not at the request of Lender; (C) Guarantor has full power, right and au
of this Guaranty do not conflict with or result in a default under any agreement or other instrui
violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor ha:
Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substa
(F) upon Lender's request, Guarantor will provide to Lender financial and credit information i
information which currently has been, and all future financial information which will be provided to
respects and fairly present Guarantor's financial condition as of the dates the financial infonnatk
occurred in Guarantor's financial condition since the date of the most recent financial statements
may materially adversely affect Guarantor's financial condition; (H) no litigation, claim, inve
(including those for unpaid taxes) against Guarantor is pending or threatened; (1) Lender F
creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtainii
regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from suc
might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees
Guarantor any information or documents acquired by Lender in the course of its relationship with
GUARANTOR'S FINANCIAL STATEMENTS. Guarantor agrees to furnish Lender with the follow
Annual Statements. As soon as available, but in no event later than one-hundred-tw
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 ap
Federal and other governmental tax returns, prepared by Guarantor.
necessity of any acceptance by Lender, or any notice
been fully and finally paid and satisfied and all of
of any other guarantor or termination of any other
revocation Lender receives from any one or more
uaranty covers a revolving line of credit and it is
dress. Guarantor specifically acknowledges and
hall not constitute a termination of this Guaranty.
g by Borrower and Lender of the line of credit, (B)
of all of Guarantor's other obligations under this
ice or demand and without lessening Guarantor's
r unsecured loans to Borrower, to lease equipment or
xnpromise, renew, extend, accelerate, or otherwise
he Indebtedness, including increases and decreases
than the original loan term; (C) to take and hold
>rdinate, fail or decide not to perfect, and release any
of to sue, or deal with any one or more of Borrower's
_) to determine how, when and what application of
ie order or manner of sale thereof, including without
g of trust, as Lender in its discretion may determine;
assign or transfer this Guaranty in whole or in part.
to Lender that (A) no representations or agreements
rf this Guaranty; (B) this Guaranty is executed at
iority to enter into this Guaranty; (D) the provisions
lent binding upon Guarantor and do not result in a
not and will not, without the prior written consent of
itially all of Guarantor's assets, or any interest therein;
form acceptable to Lender, and all such financial
Lender is and will be true and correct in all material
i is provided; (G) no material adverse change has
rovided to Lender and no event has occurred which
;tigation, administrative proceeding or similar action
is made no representation to Guarantor as to the
g from Borrower on a continuing basis information
means of any facts, events, or circumstances which
that Lender shall have no obligation to disclose to
(120) days after the end of each fiscal year,
filing date for the tax reporting period ended,
COMMERCIAL GUARANTY
Loan No: 500028709 (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. This Guaranty has been accepted by Lender
in the Commonwealth of Pennsylvania.
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
COMMERCIAL GUARANT'I.
Loan No: 500028709 (Continued) Page 3
deemed to have been used in the plural where the context and construction so require; and here there is more than one Borrower named in this
Guaranty or when this Guaranty is executed by more than one Guarantor, the words "Borr wer" and "Guarantor" respectively shall mean all and
any one or more of them. The words "Guarantor," "Borrower," and "Lender" include the eirs, 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 enforc , 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 provisio is 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 Gua antor are corporations, partnerships, limited liability
companies, or similar entities, it is not necessary for Lender to inquire into the powers Borrower or Guarantor or of the officers, directors,
partners, managers, or other agents acting or purporting to act on their behalf, and any ndebtedness 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 chan 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 noti a 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 shalt 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 an 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 assign,.
Waive Jury. Lender and Guarantor hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either
Lender or Borrower against the other.
DEFINITIONS. The following capitalized words and terms shall have the following meanings wh n used in this Guaranty. Unless specifically stated to
the contrary, all references to dollar amounts shall mean amounts in lawful money of the Unit 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 r uire. 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 Yorktown Funding, Inc. 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 with cut limitation William C. Kollas, 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 mor 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, 2006, in the origins principal amount of $5,000,000.00 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 de s, collateral mortgages, and all other instruments,
agreements and documents, whether now or hereafter existing, executed in connection with he Indebtedness.
CONFESSION OF JUDGMENT. GUARANTOR HEREBY IRREVOCABLY AUTHORL
PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVj
GUARANTOR AFTER THE AMOUNTS HEREUNDER BECOME DUE AND WITH OR WITHOU
AGAINST GUARANTOR FOR THE ENTIRE PRINCIPAL BALANCE OF THIS GUARANTY AN
AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLT
WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10%) (
INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DO
ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS GW
AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS GUAR
SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CON
PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS GUARANTY. GUARANTOR HEF
NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGI'
OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO C
REPRESENTED BY INDEPENDENT LEGAL COUNSEL.
ES AND EMPOWERS ANY ATTORNEY OR THE
NIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR
COMPLAINT FILED, CONFESS OR ENTER JUDGMENT
ALL ACCRUED INTEREST, LATE CHARGES AND ANY
kTERAL SECURING THE INDEBTEDNESS, TOGETHER
F THE UNPAID PRINCIPAL BALANCE AND ACCRUED
LARS ($500) ON WHICH JUDGMENT OR JUDGMENTS
3ANTY OR A COPY OF THIS GUARANTY VERIFIED BY
kNTY TO CONFESS JUDGMENT AGAINST GUARANTOR
-INUE FROM TIME TO TIME AND AT ALL TIMES UNTIL
EBY WAIVES ANY RIGHT GUARANTOR MAY HAVE TO
ENT AND STATES THAT EITHER A REPRESENTATIVE
JARANTOR'S ATTENTION OR GUARANTOR HAS BEEN
COMMERCIAL GUARANTY
Loan No: 500028709 (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, 2006.
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}
William C. Koilas
INDIVIDUAL ACKNOWLEDGMENT
COMMONWEALTH OF PENNSYLVANIA )
) SS
COUNTY OF )
On h' the day of Au 20 before me L vt `r
t. uk? the undersigned Notary Public, personally appeared William C. Koll , known to me r satisfactorily pi
to be the person whose name is subscribed to the within instrument, and acknowledged that he or she exec or the purposes
contained.
In witness whereof, 1 hereunto set my hand and official seal.
Notary Public in and for the State of
LASER PRO Lendq, Vp. 6.31.30.WW Lop. P r%.d FW-.W SduO-, Inc. 1997, 2003. AM WoU R-d - PA P:IM PL\E21M 18-7927 PR-SEC_UNE
COMMERCIAL GUARAN.
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 containinq ""`" has been omitted due to text Iedgth limitations.
Borrower: Yorktown Funding, Inc. (TIN: 25-1661847)
1104 Fernwood Avenue, Suite 203
Camp Hill, PA 17011
Street Office
Lender: 4HHarrI'sburm Penn Bank
Derry Street
PA 17111
Guarantor: Dianne L. Kollas (SSN: 209-28-9361)
850 Kiehl Drive
Lemoyne, PA 17043
GUARANTEE OF PAYMENT AND PERFORMANCE. For good and valuable consideration, G
and punctual payment and satisfaction of the Indebtedness of Borrower to Lender, and the pert
under the Note and the Related Documents. This is a guaranty of payment and performance and
against Guarantor even when Lender has not exhausted Lender's remedies against anyone el
collateral securing the Indebtedness, this Guaranty or any other guaranty of the Indebtedness.
order, on demand, in legal tender of the United States of America, in same-day funds, without se
perform Borrower's obligations under the Note and Related Documents.
INDEBTEDNESS. The word "Indebtedness' as used in this Guaranty means all of the principal a
more times, accrued unpaid interest thereon and all collection costs and legal expenses related
any and all debts, liabilities and obligations that Borrower individually or collectively or interchan5
Note and Related Documents and any renewals, extensions, modifications, refinancings, cons
Documents.
antor absolutely and unconditionally guarantees full
lance and discharge of all Borrower's obligations
of collection, so Lender can enforce this Guaranty
obligated to pay the Indebtedness or against any
uarantor will make any payments to Lender or its
I or deduction or counterclaim, and will otherwise
t outstanding from time to time and at any one or
o permitted by law, attorneys' fees, arising from
with others, owes or will owe Lender under the
ons and substitutions of the Note and Related
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 r invalidate any such other guaranties. Guarantor's
liability will be Guarantor's aggregate liability under the terms of this Guaranty and any such other nterminated guaranties.
CONTINUING GUARANTY. THIS GUARANTY ENCOMPASSES A LINE OF CREDIT AND GL
GUARANTY SHALL BE OPEN AND CONTINUOUS UNTIL THE INDEBTEDNESS IS PAID IN FI
CREDIT IS FULLY SATISFIED, PERFORMED AND TERMINATED.
DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the
to Guarantor or to Borrower, and will continue in full force until all the Indebtedness shall have
Guarantor's other obligations under this Guaranty shall have been performed in full. Release
guaranty of the Indebtedness shall not affect the liability of Guarantor under this Guaranty. P
Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. This C
specifically anticipated that fluctuations will occur In the aggregate amount of the Indebti
agrees that fluctuations in the amount of the Indebtedness, even to zero dollars ($ 0.00), r
Guarantor's liability under this Guaranty shall terminate only upon (A) termination in writh
payment of the Indebtedness in full in legal tender, and (C) payment in full in legal tends
Guaranty.
GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, without not
liability under this Guaranty, from time to time: (A) to make one or more additional secured c
other goods to Borrower, or otherwise to extend additional credit to Borrower; (B) to after, a
change one or more times the time for payment or other terms of the Indebtedness or any part of 1
of the rate of interest on the Indebtedness; extensions may be repeated and may be for longer
security for the payment of this Guaranty or the Indebtedness, and exchange, enforce, waive, subs
such security, with or without the substitution of new collateral; (D) to release, substitute, agree r
sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; (
payments and credits shall be made on the Indebtedness; (F) to apply such security and direct t
limitation, any nonjudicial sale permitted by the terms of the controlling security agreement or dee
(G) to sell, transfer, assign or grant participations in all or any part of the Indebtedness; and (H) t
GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrant!
of any kind have been made to Guarantor which would limit or qualify in any way the terms r
Borrower's request and not at the request of Lender; (C) Guarantor has full power, right and aut
of this Guaranty do not conflict with or result in a default under any agreement or other instrun
violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has
Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substar
(F) upon Lender's request, Guarantor will provide to Lender financial and credit information it
information which currently has been, and all future financial information which will be provided to
respects and fairly present Guarantor's financial condition as of-the dates the financial informatio
occurred in Guarantor's financial condition since the date of the most recent financial statements I
may materially adversely affect Guarantor's financial condition; (H) no litigation, claim, inve,
(including those for unpaid taxes) against Guarantor is pending or threatened; (1) Lender h,
creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtainir
regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from suct
might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees
Guarantor any information or documents acquired by Lender in the course of its relationship with
GUARANTOR'S FINANCIAL STATEMENTS. Guarantor agrees to furnish Lender with the followi
Annual Statements. As soon as available, but in no event later than one-hundred-twi
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 api
Federal and other governmental tax returns, prepared by Guarantor.
ANTOR UNDERSTANDS AND AGREES THAT THIS
AND THE LENDER DECLARES THAT THE LINE OF
necessity of any acceptance by Lender, or any notice
been fully and finally paid and satisfied and all of
of any other guarantor or termination of any other
revocation Lender receives from any one or more
uaranty covers a revolving line of credit and it is
dness. Guarantor specifically acknowledges and
hall not constitute a termination of this Guaranty.
g by Borrower and Lender of the line of credit, (B)
of all of Guarantor's other obligations under this
ce or demand and without lessening Guarantor's
unsecured loans to Borrower, to lease equipment or
mpromise, renew, extend, accelerate, or otherwise
re Indebtedness, including increases and decreases
than the original loan term; (C) to take and hold
rdinate, fail or decide not to perfect, and release any
>t to sue, or deal with any one or more of Borrower's
:) to determine how, when and what application of
ie order or manner of sale thereof, including without
I of trust, as Lender in its discretion may determine;
assign or transfer this Guaranty in whole or in part.
to Lender that (A) no representations or agreements
f this Guaranty; (B) this Guaranty is executed at
ority to enter into this Guaranty; (D) the provisions
ant binding upon Guarantor and do not result in a
not and will not, without the prior written consent of
tially all of Guarantor's assets, or any interest therein;
form acceptable to Lender, and all such financial
-ender is and will be true and correct in all material
is provided; (G) no material adverse change has
rovided to Lender and no event has occurred which
ligation, administrative proceeding or similar action
s made no representation to Guarantor as to the
I from Borrower on a continuing basis information
means of any facts, events, or circumstances which
that Lender shall have no obligation to disclose to
(120) days after the end of each fiscal year,
filing date for the tax reporting period ended,
COMMERCIAL GUARANTY
Loan No: 500028709 (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 Commonweafh of Pennsylvania without regard to its conflicts of law provisions. This Guaranty has been accepted by Lender
in the Commonwealth of Pennsylvania.
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
COMMERCIAL GUARANT','.
Loan No: 500028709 (Continued)
Page 3
deemed to have been used in the plural where the context and construction so require; and w ere there is more than one Borrower named in this
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 enforce , 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 provision 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 Guar ntor 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 i debtedness 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 fir 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 hange 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 uaranty 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 t 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 ranted or withheld in the sole discretion of Lender.
Successors and Assigns. The terms of this Guaranty shall be binding upon Guarantor, aid 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 acti?On, proceeding, or counterclaim brought by either
Lender or Borrower against the other.
DEFINITIONS. The following capitalized words and terms shall have the following meanings whe used in this Guaranty. Unless specifically stated to
the contrary, all references to dollar amounts shall mean amounts in lawful money of the Unit 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 Yorktown Funding, Inc. and includes all co-sig ers 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 Dianne L. Kollas, 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, 2006, in the original principal amount of $5,000,000.00 from Borrower to
Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolid tions of, and substitutions for the promissory note or
agreement.
Related Documents. The words "Related Documents" mean all promissory notes, redit 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 t e indebtedness.
CONFESSION OF JUDGMENT. GUARANTOR HEREBY IRREVOCABLY AUTHORIZ
PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVA
GUARANTOR AFTER THE AMOUNTS HEREUNDER BECOME DUE AND WITH OR WITHOUT
AGAINST GUARANTOR FOR THE ENTIRE PRINCIPAL BALANCE OF THIS GUARANTY AN[
AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLL
WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10%) O
INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOL
ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS GUA
AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS GUAR)
SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CON'
PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS GUARANTY. GUARANTOR HER
NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGM
OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO Gil
REPRESENTED BY INDEPENDENT LEGAL COUNSEL.
S AND EMPOWERS ANY ATTORNEY OR THE
IA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR
COMPLAINT FILED, CONFESS OR ENTER JUDGMENT
ALL ACCRUED INTEREST, LATE CHARGES AND ANY
TERAL SECURING THE INDEBTEDNESS, TOGETHER
THE UNPAID PRINCIPAL BALANCE AND ACCRUED
RS ($500) ON WHICH JUDGMENT OR JUDGMENTS
ANTY OR A COPY OF THIS GUARANTY VERIFIED BY
NTY TO CONFESS JUDGMENT AGAINST GUARANTOR
INUE FROM TIME TO TIME AND AT ALL TIMES UNTIL
BY WAIVES ANY RIGHT GUARANTOR MAY HAVE TO
NT AND STATES THAT EITHER A REPRESENTATIVE
ARANTOR'S ATTENTION OR GUARANTOR HAS BEEN
COMMERCIAL GUARANTY
Loan No: 500028709 (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, 2006.
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.
GU NTOR:
.?
? - _ (seal)
........... .
anne L. Kollas
INDIVIDUAL ACKNOWLEDGMENT
COMMONWEMNkj- SYLVANIA )
?^1Q )SS
COUNTY OF ° \ )
this, t e day of All 6 U sT '20 0-v , before me ? ?-
the undersigned tary Public, personally appeared Dianne L Kolla known tom or satisfactorily proven)
to be the person hose name is subscribed to the within instrument, and acknowledged that he or she exec a for the purposes therein
contained.
In witness whereof, I hereunto set my hand and official seal.
Tti r s 1i.1 ,
Notary Public in and for the State of
LASER PRO La OM, V.. 5.31.00.001 Cap. H Wq Financial SdWMt, In. 1997. 2006. AN RVft R-d - PA P1CFN.PL\E2D.PC TA-2021 PR-SK-UNE
COMMERCIAL GUARAN''
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 I ngth limitations.
Borrower: Yorktown Funding, Inc. (TIN: 25-1661847)
1104 Femwood Avenue, Suite 203
Camp Hill, PA 17011
Guarantor: Dianne L. Kollas (SSN: 209-28-9361)
850 Kiehl Drive
Lemoyne, PA 17043
Lender: Mi Penn Bank
De ry Street Office
40 8 Derry Street
Ha risbura. PA 17111
AMOUNT OF GUARANTY. This is a guaranty of payment of the Note, including without lirr
00/100 Dollars ($4,000,000.00).
GUARANTY. For good and valuable consideration, Dianne L. Kollas ("Guarantor") absolute
pay to Mid Penn Bank ("Lender") or its order, in legal tender of the United States of Americ
of Yorktown Funding, Inc. ("Borrower") to Lender on the terms and conditions set forth in It
MAXIMUM LIABILITY. The maximum liability of Guarantor under this Guaranty shall not exct
described herein, plus all costs and expenses of (A) enforcement of this Guaranty and (B) colle
The above limitation on liability is not a restriction on the amount of the Indebtedness of BorrowE
If Lender presently holds one or more guaranties, or hereafter receives additional guaranties froi
be cumulative. This Guaranty shall not (unless specifically provided below to the contrary) affec
liability will be Guarantor's aggregate liability under the terms of this Guaranty and any such other
INDEBTEDNESS GUARANTEED. The Indebtedness guaranteed by this Guaranty includes the
late charges, (d) all loan fees and loan charges, and (e) all collection costs and expenses
Collection costs and expenses include without limitation all of Lender's attorneys' fees.
DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the
to Guarantor or to Borrower, and will continue in full force until all Indebtedness shall have been I
other obligations under this Guaranty shall have been performed in full. Release of any other
Indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation Londe
affect the liability of any remaining Guarantors under this Guaranty. This Guaranty covers a rev
that fluctuations will occur in the aggregate amount of Indebtedness owing from Borrow(
and agrees that fluctuations in the amount of Indebtedness, even to zero dollars ($ 0.00),
Guarantor's liability under this Guaranty shall terminate only upon (A) termination in writh
payment of the Indebtedness in full in legal tender, and (C) payment In full in legal tendr
Guaranty.
GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, without notl
liability under this Guaranty, from time to time: (A) to make one or more additional secured
other goods to Borrower, or otherwise to extend additional credit to Borrower; (B) to alter,
change one or more times the time for payment or other terms of the Indebtedness or any part o
of the rate of interest on the Indebtedness; extensions may be repeated and may be for long,
security for the payment of this Guaranty or the Indebtedness, and exchange, enforce, waive, sul
such security, with or without the substitution of new collateral; (D) to release, substitute, agree
sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose;
payments and credits shall be made on the Indebtedness; (F) to apply such security and direct
limitation, any nonjudicial sale permitted by the terms of the controlling security agreement or de
(G) to sell, transfer, assign or grant participations in all or any part of the Indebtedness; and (H)
GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrant.
of any kind have been made to Guarantor which would limit or qualify in any way the terms
Borrower's request and not at the request of Lender; (C) Guarantor has full power, right and ai
of this Guaranty do not conflict with or result in a default under any agreement or other instrt
violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor h;
Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or subst.
(F) upon Lender's request, Guarantor will provide to Lender financial and credit information
information which currently has been, and all future financial information which will be provided
respects and fairly present Guarantor's financial condition as of the dates the financial informati
occurred in Guarantor's financial condition since the date of the most recent financial statements
may materially adversely affect Guarantor's financial condition; (H) no litigation, claim, inv(
(including those for unpaid taxes) against Guarantor is pending or threatened; (1) Lender
creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtain
regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from su
might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees
Guarantor any information or documents acquired by Lender in the course of its relationship wit
GUARANTOR'S FINANCIAL STATEMENTS. Guarantor agrees to furnish Lender with the follow
Annual Statements. As soon as available, but in no event later than one-hundred-I
Guarantor's balance sheet and income statement for the year ended, prepared by Guaranto
Tax Returns. As soon as available, but in no event later than thirty (30) days after the ar
Federal and other governmental tax returns, prepared by Guarantor.
All financial reports required to be provided under this Guaranty shall be prepared in accorc
certified by Guarantor as being true and correct.
the principal Note amount of Four Million &
f and unconditionally guarantees and promises to
, the Indebtedness (as that term is defined below)
s Guaranty.
:d at any one time the amount of the Indebtedness
tion and sale of any collateral securing this Guaranty.
to Lender either in the aggregate or at any one time.
Guarantor, Lender's rights under all guaranties shall
or invalidate any such other guaranties. Guarantor's
interminated guaranties.
ote, including (a) all principal, (b) all interest, (c) all
:gating to the Note or to any collateral for the Note.
necessity of any acceptance by Lender, or any notice
Ily and finally paid and satisfied and all of Guarantor's
guarantor or termination of any other guaranty of the
receives from any one or more Guarantors shall not
Iving line of credit and it is specifically anticipated
to Lender. Guarantor specifically acknowledges
,hall not constitute a termination of this Guaranty.
g by Borrower and Lender of the line of credit, (B)
r of all of Guarantor's other obligations under this
:e or demand and without lessening Guarantor's
,r unsecured loans to Borrower, to lease equipment or
:ompromise, renew, extend, accelerate, or otherwise
the Indebtedness, including increases and decreases
r than the original loan term; (C) to take and hold
ordinate, fail or decide not to perfect, and release any
iot to sue, or deal with any one or more of Borrower's
E) to determine how, when and what application of
the order or manner of sale thereof, including without
3d of trust, as Lender in its discretion may determine;
io assign or transfer this Guaranty in whole or in part.
to Lender that (A) no representations or agreements
of this Guaranty; (B) this Guaranty is executed at
thority to enter into this Guaranty; (D) the provisions
rent binding upon Guarantor and do not result in a
s not and will not, without the prior written consent of
ntially all of Guarantor's assets, or any interest therein;
in form acceptable to Lender, and all such financial
o Lender is and will be true and correct in all material
m is provided; (G) no material adverse change has
provided to Lender and no event has occurred which
;ligation, administrative proceeding or similar action
ias made no representation to Guarantor as to the
ng from Borrower on a continuing basis information
:h means of any facts, events, or circumstances which
that Lender shall have no obligation to disclose to
Borrower.
(120) days after the end of each fiscal year,
filing date for the tax reporting period ended,
with GAAP, applied on a consistent basis, and
COMMERCIAL GUARANTY
Loan No: 500028709 (Continued)
Page 2
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.
In addition to the waivers set forth herein, if now or hereafter Borrower is or shall become insolvent and the Indebtedness shall not at all times until paid
be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and gives up in favor of Lender and Borrower, and Lender's and
Borrower's respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by
subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor' of Borrower within the meaning of 11 U.S.C. section 547(b), or
any successor provision of the Federal bankruptcy laws.
Guarantor also waives any and all 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 of Borrower to Lender 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 of Borrower to Lender, 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 of Borrower
to Lender. 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 taw, the
laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions. This Guaranty has been accepted by Lender
in the Commonwealth of Pennsylvania.
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,
c
COMMERCIAL GUARANTII',
Loan No: 500028709 (Continued) Page 3
representations and agreements of this paragraph.
Interpretation. In all cases where there is more than one Borrower or Guarantor, then a 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; an where there is more than one Borrower named in this
Guaranty or when this Guaranty is executed by more than one Guarantor, the words "Gorr wer" and "Guarantor" respectively shall mean all and
any one or more of them. The words "Guarantor," "Borrower," and "Lender" include the eirs, 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 enfor ed, 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 provisi ns 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 Gu rantor are corporations, partnerships, limited liability
companies, or similar entities, it is not necessary for Lender to inquire into the powers f 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 f rst class, certified or registered mail postage prepaid,
directed to the addresses shown near the beginning of this Guaranty. Any party may Chan a its address for notices under this Guaranty by giving
formal written notice to the other parties, specifying that the purpose of the notice is t change the party's address. For notice purposes,
Guarantor agrees to keep Lender informed at all times of Guarantor's current address. U less otherwise provided by applicable law, if there is
more than one Guarantor, any notice given by Lender to any Guarantor is deemed to be no ce 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 perate 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 o '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 an instance shall not constitute continuing consent to
subsequent instances where such consent is required and in all cases such consent may b 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 actpon, proceeding, or counterclaim brought by either
Lender or Borrower against the other.
DEFINITIONS. The following capitalized words and terms shall have the following meanings w n used in this Guaranty. Unless specifically stated to
the contrary, all references to dollar amounts shall mean amounts in lawful money of the Jni d-States -of America. >Words-aoo terms used in the
singular shall include the plural, and the plural shall include the singular, as the conteI 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 Yorktown Funding, Inc. and includes all co-signers end co-makers signing the Note.
GAAP. The word "GAAP" means generally accepted accounting principles.
Guarantor. The word "Guarantor" means each and every person or entity signinglf § G% h'ty-,rhicluding without limitation Dianne L. Kollas.
Guaranty. The word "Guaranty" means the guaranty from Guarantor to Lender, including w thout limitation a guaranty of all or part of the Note.
Indebtedness. The word "Indebtedness" means Borrower's indebtedness to Lender as mo?e 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 February 15, 2005, in the original principal amount of $4,000,000.00 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 AUTHORIZE:
PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANI
GUARANTOR AFTER THE AMOUNTS HEREUNDER BECOME DUE AND WITH OR WITHOUT C
AGAINST GUARANTOR FOR THE ENTIRE PRINCIPAL BALANCE OF THIS GUARANTY AND A
AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATI
WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10%) OF
INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLA
ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS GUAR/
AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS GUARANI
SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTIN
PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS GUARANTY. GUARANTOR HEREB
NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMEI
OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO GUA
REPRESENTED BY INDEPENDENT LEGAL COUNSEL.
AND EMPOWERS ANY ATTORNEY OR THE
OR ELSEWHERE, TO APPEAR AT ANY TIME FOR
OPLAINT FILED, CONFESS OR ENTER JUDGMENT
ACCRUED INTEREST, LATE CHARGES AND ANY
AL SECURING THE INDEBTEDNESS, TOGETHER
iE UNPAID PRINCIPAL BALANCE AND ACCRUED
i ($500) ON WHICH JUDGMENT OR JUDGMENTS
TY OR A COPY OF THIS GUARANTY VERIFIED BY
TO CONFESS JUDGMENT AGAINST GUARANTOR
FROM TIME TO TIME AND AT ALL TIMES UNTIL
WAIVES ANY RIGHT GUARANTOR MAY HAVE TO
AND STATES THAT EITHER A REPRESENTATIVE
%NTOR'S ATTENTION OR GUARANTOR HAS BEEN
COMMERCIAL GUARANTY
Loan No: 500028709 (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 FEBRUARY 15, 2005.
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:
XQ.lIY:Q l CEO a.? (Seal)
Dianne L. Kollas
COMMONWEALTH OF PENNSYLVANIA
INDIVIDUAL ACKNOWLEDGMENT
(?'??_ ) SS
COUNTY OF 6).d"bxXLb-4-a )
On this, the 154b day of d wa?? ?f 20 X, before me C -Q f o l Q„3 - UC4
, the undersigned Notary Publ , personally appeared Dianne L. Kollas, known to me (or satisfactorily 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.
NOTA-RIAL SEAL
CAROLE A ROSE
Notary Public
TWSP OF LOWER ALLEN
CUMBERLAND COUNTY
My Commission E xpires Oct 21, 2007
eLAD,,. Q . &g,
Notary Public in and for the State of
LASER PRO Lending, Ver. 5.25.20.001 COPr. Marlene Financial S.Ml.na, inc. 1091, 2005. All Rights Reserved. - PA L:%CFI%LPL%E20FC TR-2921 PR-SEC LINE
?(, k; ? i ? 1?7
4 %
0
,ENI S. PILGRIM
(717) 635-2920
FAX: (717) 635-2950
jpiIgrim@ssbc-Iaw.com
SUITE 201
2080 LINGLESTOWN ROAD
HARRISBURG, PA
17110-9670
(717) 540-9170
FAX (717) 540-5481
......................
March 17,
CERTIFIED MAIL-RETURN
William Kollas
850 Kiehl Drive
Lemoyne, PA 17043
Re: Our client, Mid Penn Bank
Your Loan No. 500028709
Dear Mr. Kollas:
Please be advised that the above-ref
law firm for collection. Mid Penn Bank
proceedings to enter judgment by confessio.
in accordance with the confession of ju(
Commercial Guaranty. As of February 9,
loan is as follows:
?10
REQUESTED
enced loan has been referred to this
as directed this firm to commence
against you on the loan in question,
ment provisions included in your
)10, the outstanding balance on the
LOAN # 500028709
PRINCIPAL $4,624,265.62
INTEREST (TO 02/09/2010) $ 8,458.77
NET PA YOFF $4,632,724.39
The above figures do not include oL
due on the loans in question. On or about 1
above-referenced loan, Yorktown Funding,
the terms of the loan documents, Yorktown
a default. Therefore, you are in default
Guaranty, meaning that you are additiona
interest at an accelerated rate, and other
hereby demanded that these amounts be pai,
Nothing contained in this letter is it
of the terms or provisions of your Loan Dc
:standing interest or fees that are also
ebruary 9, 2010, the Borrower on the
nc., filed for bankruptcy. Pursuant to
Funding Inc.'s bankruptcy constitutes
rider the terms of your Commercial
ly liable for late charges, additional
iverse financial consequences. It is
immediately.
ended as a waiver or a release of any
;uments, including without limitation,
? 4
the requirement that you, the Guarantor, pay on demand any amounts so payable
under the provisions of the instrument evidencing the same. Mid Penn Bank
reserves all rights and remedies available t it Luider the Loan Documents, and
applicable law, all of which are hereby expressly reserved. No discussions
between Mid Penn Bank, the Borrower and/or Guarantor concerning this
notification, other relationships between M .d Penn Bank, the Borrower and/or
Guarantor, or any other matter shall imply an agreement on the part of Bank to
waive any of its rights and remedies, or to forbear from taking any action
authorized by the Loan Documents or applicable law, regardless of whether such
discussions are continuing. The acceptant of a partial payment of any of the
obligations of the Borrower and/or Guarantor to Bank shall not be deemed a
waiver or limitation of any of the Bank's rights reserved herein as to the full
amount of any unpaid balance. Any delay or forbearance by Bank in the
enforcement or pursuit of any of its rights and remedies under the Loan
Documents or applicable law shall not constitute a waiver and thereof, nor shall it
be a bar to the exercise of Bank's rights or re nedies at a later date.
Please be guided accordingly.
Sincerel*,
SERRATELLI, SCHIFFMAN, BR(PIVN & CALHOON, P. C.
J i S. Pilgr; , Esq.
Cc: Greg Scheer, Mid Penn Bank
-!El I
JENI S. PILGRIM
(717) 635-2920
FAX: (717) 635-2950
jpilgrirn@ssbc-law.com
SUITE 201
2080 LINGLESTOWN ROAD
HARRISBURG, PA
17110-9670
(717) 540-9170
FAX (717) 540-5481
......................
March 17,
CERTIFIED MAIL-RETURN 1
Dianne Kollas
850 Kiehl Drive
Lemoyne, PA 17043
Re: Our client, Mid Penn Bank
Your Loan No. 500028709
Dear Ms. Kollas:
Please be advised that the above-ref
law firm for collection. Mid Penn Bank
proceedings to enter judgment by confessio
in accordance with the confession of jug
Commercial Guaranty. As of February 9,
loan is as follows:
?10
ZECEIPT REQUESTED
renced loan has been referred to this
ias directed this firm to commence
against you on the loan in question,
;ment provisions included in your
010, the outstanding balance on the
. ,
LOAN. #
500028709
PRINCIPAL $4,624,265.62
INTEREST (TO 02/09/2010 $ 8,458.77
NET PA YOFF $4,632, 724.39
The above figures do not include oL
due on the loans in question. On or about I
above-referenced loan, Yorktown Funding,
the terns of the loan documents, Yorktown
a default. Therefore, you are in default
Guaranty, meaning that you are additiona
interest at an accelerated rate, and other
hereby demanded that these amounts be pai
Nothing contained in this letter is ir
of the terms or provisions of your Loan Do
standing interest or fees that are also
sbruary 9, 2010, the Borrower on the
ic., filed for bankruptcy. Pursuant to
?unding Inc.'s bankruptcy constitutes
ider the terms of your Commercial
y liable for late charges, additional
[verse financial consequences. It is
immediately.
:nded as a waiver or a release of any
uments, including without limitation,
r t
r A.,
the requirement that you, the Guarantor, pay n demand any amounts so payable
under the provisions of the instrument evidencing the same. Mid Penn Bank
reserves all rights and remedies available to it under the Loan Documents, and
applicable law, all of which are hereby expressly reserved. No discussions
between Mid Penn Bank, the Borrower and/or Guarantor concerning this
notification, other relationships between Mil Penn Bank, the Borrower and/or
Guarantor, or any other matter shall imply a a agreement on the part of Bank to
waive any of its rights and remedies, or o forbear from taking any action
authorized by the Loan Documents or applicable law, regardless of whether such
discussions are continuing. The acceptance of a partial payment of any of the
obligations of the Borrower and/or Guaran or to Bank shall not be deemed a
waiver or limitation of any of the Bank's ights reserved herein as to the full
amount of any unpaid balance. Any del y or forbearance by Bank in the
enforcement or pursuit of any of its rights and remedies under the Loan
Documents or applicable law shall not consti ute a waiver and thereof, nor shall it
be a bar to the exercise of Bank's rights or re edies at a later date.
Please be guided accordingly.
SERRATELLI, SCHIFFMAN, BR WN & CALHOON, P. C.
,g
1,12
Je ?i S. Pilgri , sq.
Cc: Greg Scheer, Mid Penn Bank
-- _ „
Steven J. Schiffman, Esq.
Jeni S. Madden, Esq.
PA ID Nos. 25488 & 209536
SERRATELLI, SCHIFFMAN, & BROWN, P.C.
2080 Linglestown Road, Suite 201
Harrisburg, PA 17110-9670
(717) 540-9170
sschiffinan@ssbc-law. corn
jmadden@ssbc-law.com
MID PENN BANK, : IN THE COURT OF COMMON PLEAS OF
: CUMBERLAND COUNTY, PENNSYLVANIA
Plaintiff
v.
WILLIAM C. KOLLAS and
DIANNE L. KOLLAS
: No. 10-2053
Defendants
PRAECIPE TO SATISFY JUDGMENT
TO THE PROTHONOTARY:
Upon receipt of this Praecipe, kindly mark the judgment entered and docketed March 24,
2010 against Defendants in the above -captioned matter as satisfied.
Respectfully submitted,
Date: October 24, 2014
SERRATELLI, SCHIFFMAN & BROWN, P.C.
By
Ste n J. Schiffman, Esquire
J S. Madden, Esquire
aiID Nos. 25488 & 209536
1'680 Linglestown Road, Suite 201
Harrisburg, PA 17110-9670
(717) 540-9170