Loading...
HomeMy WebLinkAbout10-2079COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION SUSQUEHANNA BANK, successor in interest to CommunityBanks, Plaintiff V. HARRY I. MORRIS, JR., Defendant er1K DOCKET NO. 10 - a001q ?Ilvi ( ?T , i"T' r .. t.. _a. Sy .Z'7 t t1 CONFESSION OF JUDGMENT s ` , C. J PREVIOUSLY ASSIGNED TO: N/ .. r' r-o CONFESSION OF JUDGMENT Pursuant to the authority contained in the warrant of attorney, the original or a copy of which is attached to the Complaint filed in this action, I appear for the Defendant and confess judgment in favor of the Plaintiff and against the Defendant as follows: a. Principal b. Interest to March 9, 2010 C. Late Charges d. Satisfaction Fees e. Quote Fee f. Attorneys' Fees TOTAL: Date: MarchZ {, 2010 $159,493.51 $ 21,001.83 $ 3,028.44 $ 85.00 $ 20.00 $ 18,049.53 $201,678.31, plus interest, other expenses, fees and costs Respectfully submitted, McNees Wallace & Nurick LLC By: '"G e S. chuff, Esquire S reme Court ID #24848 00 Pine Street, PO Box 1166 Harrisburg, PA 17108-1166 (717) 237-5439 Attorneys for Plaintiff *a?.5o PO A-r Y CO 18&!680 COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION SUSQUEHANNA BANK, successor in interest to CommunityBanks, Plaintiff :DOCKET NO. 'Q - "7q V. CONFESSION OF JUDGMENT HARRY I. MORRIS, JR., Defendant PREVIOUSLY ASSIGNED TO: N/A COMPLAINT FOR CONFESSION OF JUDGMENT UNDER RULE 2951 1. The Plaintiff,, Susquehanna Bank, successor in interest to CommunityBanks, is a Pennsylvania financial institution with an office located at 100 Sterling Parkway, Suite 100 Mechanicsburg, PA 17050 ("Plaintiff'). 2. The Defendant, Harry I. Morns, Jr., is an adult individual whose last known address is 590 Lucinda Lane, Mechanicsburg, PA 17055 ("Defendant"). 3. The Defendant executed and delivered to the Plaintiff a Commercial Guaranty dated April 23, 2007 ("Guaranty"), a true and correct photostatic reproduction of the original of which is attached hereto as Exhibit "A" and made part hereof. 4. The Defendant executed and delivered to the Plaintiff a Disclosure for Confession of Judgment, a true and correct photostatic reproduction of the original of which is attached hereto as Exhibit "B" and made part hereof. 5. Under the Guaranty, the Defendant guaranteed to the Plaintiff the payment of all amounts due to the Plaintiff by Hampton Construction Management, Limited ("Debtor") under the Promissory Note dated April 23, 2007, in the original principal amount of Two Hundred Fifty Thousand Dollars ($250,000) ("Note"), a true and correct photostatic reproduction of the original of which is attached hereto as Exhibit "C" and made part hereof. 6. Judgment is not being entered by confession against a natural person in connection with a consumer credit transaction. 7. There has not been any assignment of the Guaranty or the Note. 8. Judgment has not been entered on the Guaranty in any jurisdiction. 9. The Debtor is in default of the Debtor's obligations to make payment to the Plaintiff as required in the Note. As a result of the Debtor's default, the outstanding amount of the Debtor's obligations to the Plaintiff is due and payable in full. The Plaintiff has demanded payment from the Defendant under the Guaranty. A copy of the Plaintiffs demand dated October 28, 2009, is attached hereto as Exhibit "D" and made a part hereof. However, the defendant has not made payment to the Plaintiff as required under the Guaranty. 10. An itemized computation of the amount due to the Plaintiff from the Defendant under the Guaranty as of March 9, 2010, is as follows: a. Principal $159,493.51 b. Interest $ 21,001.83 C. Late Charges $ 3,028.44 d. Satisfaction Fees $ 85.00 e. Quote Fee $ 20.00 f. Attorneys' Fees 18 049.53 TOTAL: $201,678.31 11. Interest continues to accrue at the rate of $34.11 per day through the date of payment, including on and after the date of entry of judgment on this Complaint. WHEREFORE, Plaintiff, Susquehanna Bank, successor in interest to CommunityBanks, demands judgment against the Defendant, Harry I. Morris, Jr., in the amount of Two Hundred and One Thousand Six Hundred Seventy-Eight and 31/100 Dollars ($201,678.31), plus interest at the rate of $34.11 per day through the date of payment, including on and after the date of entry of judgment on this Complaint, and for other expenses, fees and costs to which the Plaintiff may be entitled. Respectfully submitted, McNees Wallace & Nurick LLC Date: March2 2010 By. ?ieo ,Esquire ID #24848 Su e COS 0 Pine Street, PO Box 1166 Harrisburg, PA 17108-1166 (717) 237-5439 Attorneys for Plaintiff COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION SUSQUEHANNA BANK, successor in interest to CommunityBanks, Plaintiff : DOCKET NO. V. HARRY I. MORRIS, JR., Defendant : CONFESSION OF JUDGMENT PREVIOUSLY ASSIGNED TO: N/A VERIFICATION I, Robert Rahal, Senior Vice President for Susquehanna Bank, being authorized to do so on behalf of Susquehanna Bank, hereby verify that the statements made in the foregoing Complaint are true and correct to the best of my information, knowledge and belief. I understand that false statements herein are made subject to the penalties of 18 Pa. C.S. Section 4904, relating to unsworn falsification to authorities. SUSQUEHANNA BANK Date: By' /1'??' Robert Rahal Senior Vice President 4'OMMERCIAL GUARANTY References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item Any item above containing "•" has been omitted due to text length limitations. Borrower: Hampton Construction Management, Limited (TIN: Lender: CommunityBanks 25-1800323) Camp Hill 3607 CamH 201 St. Johns Church Road Camp Hill, , PA le PA 1701 Drive 1 Camp Hill, PA 17011 (717) 909-1590 Guarantor: Harry I. Morris, Jr. (SSN: 188-40-8617) 590 Lucinda Lane Mechanicsburg, PA 17055 CONTINUING GUARANTEE OF PAYMENT AND PERFORMANCE. For good and valuable consideration, Guarantor absolutely and unconditionally guarantees full and punctual payment and satisfaction of the Indebtedness of Borrower to Lender, and the performance and discharge of all Borrower's obligations under the Note and the Related Documents. This is a guaranty of payment and performance and not of collection, so Lender can enforce this Guaranty against Guarantor even when Lender has not exhausted Lender's remedies against anyone else obligated to pay the Indebtedness or against any collateral securing the Indebtedness, this Guaranty or any other guaranty of the Indebtedness. Guarantor will make any payments to Lender or its order, on demand, in legal tender of the United States of America, in same-day funds, without set-off or deduction or counterclaim, and will otherwise perform Borrower's obligations under the Note and Related Documents. Under this Guaranty, Guarantor's liability is unlimited and Guarantor's obligations are continuing. INDEBTEDNESS. The word "Indebtedness" as used in this Guaranty means all of the principal amount outstanding from time to time and at any one or more times, accrued unpaid interest thereon and all collection costs and legal expenses related thereto permitted by law, attorneys' fees, arising from any and all debts, liabilities and obligations of every nature or form, now existing or hereafter arising or acquired, that Borrower individually or collectively or interchangeably with others, owes or will owe Lender. "Indebtedness" includes, without limitation, loans, advances, debts, overdraft indebtedness, credit card indebtedness, lease obligations, liabilities and obligations under any interest rate protection agreements or foreign currency exchange agreements or commodity price protection agreements, other obligations, and liabilities of Borrower, and any present or future judgments against Borrower, future advances, loans or transactions that renew, extend, modify, refinance, consolidate or substitute these debts, liabilities and obligations whether: voluntarily or involuntarily incurred; due or to become due by their terms or acceleration; absolute or contingent; liquidated or unliquidated; determined or undetermined; direct or indirect; primary or secondary in nature or arising from a guaranty or surety; secured or unsecured; joint or several or joint and several; evidenced by a negotiable or non-negotiable instrument or writing; originated by Lender or another or others; barred or unenforceable against Borrower for any reason whatsoever; for any transactions that may be voidable for any reason (such as infancy, insanity, ultra vires or otherwise); and originated then reduced or extinguished and then afterwards increased or reinstated. 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 sppecifically provided below to the contrary) affect or invalidate any such other guaranties. Guarantor's liability will be Guarantor's aggregate liability under the terms of this Guaranty and any such other unterminated guaranties. CONTINUING GUARANTY. THIS IS A "CONTINUING GUARANTY" UNDER WHICH GUARANTOR AGREES TO GUARANTEE THE FULL AND PUNCTUAL PAYMENT, PERFORMANCE AND SATISFACTION OF THE INDEBTEDNESS OF BORROWER TO LENDER, NOW EXISTING OR HEREAFTER ARISING OR ACQUIRED, ON AN OPEN AND CONTINUING BASIS. ACCORDINGLY, ANY PAYMENTS MADE ON THE INDEBTEDNESS WILL NOT DISCHARGE OR DIMINISH GUARANTOR'S OBLIGATIONS AND LIABILITY UNDER THIS GUARANTY FOR ANY REMAINING AND SUCCEEDING INDEBTEDNESS EVEN WHEN ALL OR PART OF THE OUTSTANDING INDEBTEDNESS MAY BE A ZERO BALANCE FROM TIME TO TIME. DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender, or any notice to Guarantor or to Borrower, and will continue in full force until all the Indebtedness incurred or contracted before receipt by Lender of any notice of revocation 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. If Guarantor elects to revoke this Guaranty, Guarantor may only do so in writing. Guarantor's written notice of revocation must be mailed to Lender, by certified mail,,at Lender's address listed above or such other place as Lender may designate in writing. Written revocation of this Guaranty will apply only to new Indebtedness created after actual receipt by Lender of Guarantor's written revocation. For this purpose and without limitation, the term "new Indebtedness" does not include the Indebtedness which at the time of notice of revocation is contingent, unliquidated, undetermined or not due and which later becomes absolute, liquidated, determined or due. For this purpose and without limitation, "new Indebtedness" does not include all or part of the Indebtedness that is: incurred by Borrower prior to revocation; incurred under a commitment that became binding before revocation; any renewals, extensions, substitutions, and modifications of the Indebtedness. This Guaranty shall bind Guarantor's estate as to the Indebtedness created both before and after Guarantor's death or incapacity, regardless of Lender's actual notice of Guarantor's death. Subject to the foregoing, Guarantor's executor or administrator or other legal representative may terminate this Guaranty in the same manner in which Guarantor might have terminated it and with the same effect. Release of any other guarantor or termination of any other guaranty of the Indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation Lender receives from any one or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. It is anticipated that fluctuations may occur in the aggregate amount of the Indebtedness covered by this Guaranty, and Guarantor specifically acknowledges and agrees that reductions In the amount of the Indebtedness, even to zero dollars (50.00), shall not constitute a termination of this Guaranty. This Guaranty is binding upon Guarantor and Guarantor's heirs, successors and assigns so long as any of the Indebtedness remains unpaid and even though the Indebtedness may from time to time be zero dollars ($0.00). J GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, either before or after any revocation hereof, without notice or demand and without lessening Guarantor's liability under this Guaranty, from time to time: (A) prior to revocation as set forth above, to make one or more additional secured or unsecured loans to Borrower, to lease equipment or other goods to Borrower, or otherwise to extend additional credit to Borrower; (B) to alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of the Indebtedness or any part of';the Indebtedness, including increases and decreases of the rate of interest on the Indebtedness; extensions may be repeated and may bd for longer than the original loan term; (C) to take and hold security for the payment of this Guaranty or the Indebtedness, and exchange, enf&ce, 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 nonjudiciai sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; (G) to sell, transfer, assign or grant participations in all or any part of the Indebtedness; and (H) to assign or transfer this Guaranty in whole or in part. GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that (A) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (B) this Guaranty is executed at Borrower's request and not at the. request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (F) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor's financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (1) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower. GUARANTOR'S 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; L-al_ . L. - r, IN 11 ' q COMMERCIAL GUARANTY , Loan No: 901017560 (Continued) Page 2 (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 similaF 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' i:claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recolipment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both. GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees that each of the waivers set forth above is made with Guarantor's full knowledge of its significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to public policy or law, If any such waiver is determined to be contrary to any applicable law or public policy, such waiver shall be effective only to the extent permitted by law or public policy. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Guarantor's accounts with Lender (whether checking, savings, or some other account). This includes all accounts Guarantor holds jointly with someone else and all accounts Guarantor may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Guarantor authorizes Lender, to the extent permitted by applicable law, to hold these funds if there is a default, and Lender may apply the funds in these accounts to pay what Guarantor owes under the terms of this Guaranty. SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the Indebtedness, whether now existing or hereafter created, shall be superior to any claim that Guarantor may now have or hereafter acquire against Borrower, whether or not Borrower becomes insolvent. Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower, upon any account whatsoever, to any claim that Lender may now or hereafter have against Borrower. In the event of insolvency and consequent liquidation of the assets of Borrower, through bankruptcy, by an assignment for the benefit of creditors, by voluntary liquidation, or otherwise, the assets of Borrower applicable to the payment of the claims of both Lender and Guarantor shall be paid to Lender and shall be first applied by Lender to the Indebtedness. Guarantor does hereby assign to Lender all claims which it may have or acquire against Borrower or against any assignee or trustee in bankruptcy of Borrower; provided however, that such assignment shall be effective only for the purpose of assuring to Lender full payment in legal tender of the Indebtedness. If Lender so requests, any notes or credit agreements now or hereafter evidencing any debts or obligations of Borrower to Guarantor shall be marked with a legend that the same are subject to this Guaranty and shall be delivered to Lender. Guarantor agrees, and Lender is hereby authorized, in the name of Guarantor, from time to time to file financing statements and continuation statements and to execute documents and to take such other actions as Lender deems necessary or appropriate to perfect, preserve and enforce its rights under this Guaranty. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Guaranty: Amendments. This Guaranty, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Guaranty. No alteration of or amendment to this Guaranty shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Attorneys' Fees; Expenses. Guarantor agrees to pay upon demand all of Lender's costs and expenses, including Lender's attorneys' fees and Lender's legal expenses, incurred in connection with the enforcement of this Guaranty. Lender may hire or pay someone else to help enforce this Guaranty, and Guarantor shall pay -the costs and expenses of such enforcement. Costs and expenses include Lender's attorneys' fees and legal expenses whether or, not there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate, any automatic stay or injunction), appeals, and any anticipated post-judgment collection services. Guarantor also shall pay all court costs and such additional fees as may be directed by the court. Caption Headings. Caption headings in this Guaranty are for convenience purposes only and are not to be used to interpret or define the provisions of this Guaranty. Governing Law. This Guaranty will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions. Choice of Venue. If there is a lawsuit, Guarantor agrees upon Lender's request to submit to the jurisdiction of the courts of Cumberland County, Commonwealth of Pennsylvania. Integration. Guarantor further agrees that Guarantor has read and fully understands the terms of this Guaranty; Guarantor has had the opportunity to be advised by Guarantor's attorney with respect to this Guaranty; the Guaranty fully reflects Guarantor's intentions and parol evidence is not required to interpret the terms of this Guaranty. Guarantor hereby indemnifies and holds Lender harmless from all losses, claims, damages, and costs (including Lender's attorneys' fees) suffered or incurred by Lender as a result of any breach by Guarantor of the warranties, representations and agreements of this paragraph. Interpretation. In all cases where there is more than one Borrower or Guarantor, then all words used in this Guaranty in the singular shall be deemed to have been used in the plural where the context and construction so require; and where there is more than one Borrower named in this Guaranty or when this Guaranty is executed by more than one Guarantor, the words "Borrower" and "Guarantor" respectively shall mean all and any one or more of them. The words "Guarantor," "Borrower," and "Lender" include the heirs, successors, assigns, and transferees of each of them. If a court finds that any provision of this Guaranty is not valid or should not be enforced, that fact by itself will not mean that the rest of thistGuaranty will not be valid or enforced. Therefore, a court will enforce the rest of the provisions of this Guaranty even if a provision of this Guaranty may be found to be invalid or unenforceable. If any one or more of Borrower or Guarantor are corporations, partnerships, limited liability companies, or similar entities, it is not necessary for Lender to inquire into the powers of Borrower or Guarantor or of the officers, directors, partners, managers, or other agents acting or purporting to act on their behalf, and any indebtedness made or created in reliance upon the professed exercise of such powers shall be guaranteed under this Guaranty. Notices. Unless otherwise provided by applicable-law, any notice required to be given under this Guaranty shall be given in writing, and, except for revocation notices by Guarantor, 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. All revocation notices by Guarantor shall be in writing and shall be effective upon delivery to Lender as provided in the section of this Guaranty entitled "DURATION OF GUARANTY." Any party may change its address for notices under this Guaranty by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, Guarantor agrees to keep Lender informed at all times of Guarantor's current address. Unless otherwise provided by applicable law, if there is more than one Guarantor, any notice given by Lender to any Guarantor is deemed to be notice given to all Guarantors. No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Guaranty unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Guaranty shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Guaranty. No prior waiver by Lender, nor any course of dealing between Lender and Guarantor, shall constitute a waiver of any of Lender's rights or of any of Guarantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Guaranty, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender. Successors and Assigns. The terms of this Guaranty shall be binding upon Guarantor, and upon Guarantor's heirs, personal COMMERCIAL GUARANTY 901017560 (Continued) Page 3 Waive Jury. Lender and Guarantor hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either Lender or Guarantor against the other. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Guaranty. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise defined in this Guaranty shall have the meanings attributed to such terms in the Uniform Commercial Code: Borrower. The word "Borrower" means Hampton Construction Management, Limited and includes all co-signers and co-makers signing the Note and all their successors and assigns. Guarantor. The word "Guarantor" means everyone signing this Guaranty, including without limitation Harry I. Morris, Jr., 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 CommunityBanks, its successors and assigns. Note. The word "Note" means and includes without limitation all of Borrower's promissory notes and/or credit agreements evidencing Borrower's loan obligations in favor of Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of and substitutions for promissory notes or credit;,agreements. Related Documents. The words "Related Docuoents" mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness. CONFESSION OF JUDGMENT. GUARANTOR HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR GUARANTOR AFTER THE AMOUNTS HEREUNDER BECOME DUE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT AGAINST GUARANTOR FOR THE ENTIRE PRINCIPAL BALANCE OF THIS GUARANTY AND ALL ACCRUED INTEREST, LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THE INDEBTEDNESS, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10%) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS ($500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS GUARANTY OR A COPY OF THIS GUARANTY VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS GUARANTY TO CONFESS JUDGMENT AGAINST GUARANTOR SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS GUARANTY. GUARANTOR HEREBY WAIVES ANY RIGHT GUARANTOR MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO GUARANTOR'S ATTENTION OR GUARANTOR HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES TO ITS TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH IN THE SECTION TITLED "DURATION OF GUARANTY". NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY IS DATED APRIL 23, 2007. THIS GUARANTY IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS GUARANTY IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. GUARANTOR: X ` (Seal) Harry I. orris, Jr. Signed, owled d and slivered in the presence of-. X _ X _ M Witness VbER pRO LenObO. VV. S..H.OO.OW Cep,. -d lbpn,:W Eelulbne. Me. 1081, 100]. N RIpRte ReeerrsJ. .IA I:\XMLAb010Fl\VLIF10.fG TRllbll iRJI DISCLC -RE FOR CONFESSION OF J GMENT ?Yf.:n` ."4r .. '?4i? .5.}l .i/f . ., ,?{,., v {..$p i; ?$.{rr.. ? 't ? I .. ii?.ry,:tir?IlFtf'^.•....;..{` '?4 ?? ?3 ?t• .vrh A?: .:. .•hyk,{{?i?:: ??•s. .. {{?'v:• x gt • ayti? rr,? ,r' . :•!' •}} ? n v?' v 'i ow : : M v .. {. ,• .•i% , ' • l .•, ? r1 `: : p y F?eferences 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. 1 Any item above containing has been emitted due to text length limitations. Borrower: Hampton Construction Management, Limited (TIN: Lender: CommunityBanks 25-1800323) Camp Hill 3607 Hartzdale Drive 201 St. Johns Church Road Camp Hill, PA 17011 Camp Hill, PA 17011 (717) 909-1590 Declarant: Harry I. Morris, Jr. (SSN: 188-40-8617) 590 Lucinda Lane Mechanicsburg, PA 17055 DISCLOSURE FOR CONFESSION OF JUDGMENT I AM EXECUTING, THIS ?23Po DAY OF App C , 20P, A GUARANTY OF A PROMISSORY NOTE FOR $250,000.00 OBLIGATING ME TO REPAY THAT AMOUNT. A. I UNDERSTAND THAT THE GUARANTY CONTAINS A CONFESSION OF JUDGMENT PROVISION THAT WOULD PERMIT LENDER TO ENTER JUDGMENT AGAINST ME IN COURT, AFTER A DEFAULT ON THE GUARANTY, WITHOUT ADVANCE NOTICE TO ME AND WITHOUT OFFERING ME AN OPPORTUNITY TO DEFEND AGAINST THE ENTRY OF JUDGMENT. IN EXECUTING THE GUARANTY, BEING FULLY AWARE OF MY RIGHTS TO ADVANCE NOTICE AND TO A HEARING TO CONTEST THE VALIDITY OF ANY JUDGMENT OR OTHER CLAIMS THAT LENDER MAY ASSERT AGAINST ME UNDER THE GUARANTY, I AM KNOWINGLY, ;INTELLIGENTLY, AND VOLUNTARILY WAIVING THESE RIGHTS, INCLUDING ANY RIGHT TO ADVANCE NOTICE OF THE ENTRY OF JUDGMENT, AND I EXPRESSLY AGREE AND CONSENT TO LENDER'S ENT...IN. JUDGMENT AGAINST ME BY CONFESSION AS PROVIDED FOR IN THE CONFESSION OF JUDGMENT PROVISION. INITIALS: :>'..,•.. ;:::•:: ??::' B. I FURTHER UNDERSTAND THAT IN ADDITION TO GIVING LENDER THE RIGHT TO' ENTER JUDGMENT AGAINST ME WITHOUT ADVANCE NOTICE OR A HEARING, THE CONFESSION OF JUDGMENT PROVISION IN THE GUARANTY ALSO CONTAINS LANGUAGE THAT WOULD PERMIT LENDER, AFTER ENTRY OF JUDGMENT, AGAIN WITHOUT EITHER ADVANCE NOTICE OR A HEARING, TO EXECUTE ON THE JUDGMENT BY FORECLOSING UPON, ATTACHING, LEVYING ON, TAKING POSSESSION OF OR OTHERWISE SEIZING MY PROPERTY, IN FULL OR PARTIAL PAYMENT OF THE JUDGMENT. IN EXECUTING THE GUARANTY, BEING FULLY AWARE OF MY RIGHTS TO ADVANCE NOTICE AND A HEARING AFTER JUDGMENT IS ENTERED AND BEFORE EXECUTION ON THE JUDGMENT, I AM KNOWINGLY, INTELLIGENTLY AND VOLUNTARILY WAIVING THESE RIGHTS, AND I EXPRESSLY AGREE AND CONSENT TO LENDER'S IMMEDIATELY EXECUTING ON THE JUDGMENT IN AAY MANNER PERMITTED BY APPLICABLE STATE AND FEDERAL LAW, WITHOUT GIVING ME ANY ADVANCE NOTICE. INITIALS: :?'`::::;'.;? •.. •:::;",: 2 C. AFTER HAVING READ AND DETERMINED WHICH OF THE FOLLOWING STATEMENTS ARE APPLICABLE, BY INITIALING EACH STATEMENT THAT APPLIES, I REPRESENT THAT: INITIALS '' ffA II -- 1. 1 WAS REPRESENTED BY MY OWN INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THE GUARANTY. /`wk, 2. A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THE CONFESSION OF JUDGMENT PROVISION IN THE GUARANTY TO MY ATTENTION. D. I CERTIFY THAT MY ANNUAL INCOME EXCEEDS $10,000; THAT THE BLANKS IN THIS DISCLOSURE WERE FILLED IN WHEN I INITIALED AND SIGNED IT; AND THAT I RECEIVED A COPY AT THE TIME OF SIGNING. L R ,. -__._ _ _ - DISC SURE FOR CONFESSION OF JUG- RENT- -- - - Loan No: 901017560 (Continued) Page 2 THIS DISCLOSURE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS DISCLOSURE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. DECLARANT: X (Seal) Harry Morris, Jr. Signed, c owled d and elivered in the pm-s ce of: X ?- Witn s x JuSr ?ve Witnes USER PRO Lnde19, Ver. 2.04.00.002 Cap. friend FlneneW Selullene, Me. 1927, 2007. AN Right, Mewed. . - PA P:1fARLAND%CRILPL%O3MFC TR-28411 PR-04 PROMISSORY NOTE References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "***" has been omitted due to text length limitations. Borrower: Hampton Construction Management, Limited (TIN: Lender: CommunityBanks 25-1800323) Camp Hill 3607 Hartzdale Drive 201 St. Johns Church Road Camp Hill, PA 17011 Camp Hill, PA 17011 (717) 909-1590 Principal Amount: $250,000.00 Interest Rate: 7.700%, Date of Note: April 23, 2007 PROMISE TO PAY. Hampton Construction Management, Limited ("Borrower") promi$es to pay to CommunityBanks ("Lender"), or order, in lawful money of the United States of America, the principal amount of Two Hundred Fifty Thousand & 00/100 Dollars 1$250,000.00), together with interest at the rate of 7.700% per annum on the unpaid principal balance from April 23, 2007, until paid in full. The interest rate may change under the terms and conditions of the "INTEREST AFTER DEFAULT" section. PAYMENT. Borrower will pay this loan in 59 payments of $5,047.40 each payment;and an irregular last payment estimated at $5,048.12. Borrower's first payment is due May 23, 2007, and all subsequent payments are due on the same day of each month after that. Borrower's final payment will be due on April 23, 2012, and will be for all principal and all accrued interest not yet paid. Payments include principal and interest. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest; then to principal; then to any unpaid collection costs; and then to any late charges. The annual interest "rate for this Note is computed on a 365/360 basis; that is, by applying the ratio of the annual interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate in writing. PREPAYMENT PENALTY. Upon prepayment of this Note, Lender is entitled to the following prepayment penalty: In planning for the advancing of the proceeds of this loan and in planning its investment portfolio, the Lender is relying upon this Obligation and the interest to be derived therefrom, and some assured period of Interest accrual is a bargained-for-consideration In this transaction. Accordingly, during the term of the loan, the Lender shall be required to accept no partial prepayments of principal, other than those resulting from regularly scheduled amortization payments. In the event that Borrower prepays the principal of this Obligation prior to maturity, such payments shall be accompanied by a Prepayment Penalty equal to two percent (2.00%) of the prepaid amount. This Prepayment Penalty is a bargained-for consideration and not a liquidated damages provision. This Prepayment Penalty shall only be applicable If the prepayment of principal is derived from the balance of this Note being refinanced through another individual, agency, or other financial Institution.' The Lender reserves the sole right to determine if any prepayment of principal is eligible for this prepayment exemption. This Prepayment Penalty provision shall not be applicable in the event that the Lender's acceleration of the payment terms of this Obligation triggers the prepayment, unless the default resulting in such acceleration is reasonably deemed by the Lender to be a purposeful default. No partial prepayment shall postpone or interrupt payments of future installments of principal and interest, which shall continue to be due and payable at the time and in the amounts set forth above until payment in full. Except for the foregoing, Borrower may pay all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower's obligation to continue to make payments under the payment schedule. Rather, early payments will reduce the principal balance due and may result in Borrower's making fewer payments. Borrower agrees not to send Lender payments marked "paid in full", "without recourse", or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender's rights under this Note, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes "payment in full" of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: CommunityBanks, Camp Hill, 201 St. Johns Church Road, Camp Hill, PA 17011. LATE CHARGE. If a payment is 10 days or more late, Borrower will be charged 5.000% of the unpaid portion of the regularly scheduled payment or $50.00, whichever is greater. INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, the interest rate on this Note shall be increased by 2.000 percentage points. If judgment is entered in connection with this Note, interest will coitinue to accrue after the date of judgment at the rate in effect at the time judgment is entered. However, in no event will the interest rate exceed the maximum interest rate limitations under applicable law. , DEFAULT. Each of the following shall constitute an event of default ("Event of Default") under this Note: Payment Default. Borrower fails to make any payment when due under this Note. Other Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or 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. Default in Favor of Third Parties. Borrower or any Grantor defaults under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower's property or Borrower's ability to repay this Note or perform Borrower's obligations under this Note or any of the related documents. False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Note or the related documents is false or misleading in any material respect, either,now or at the time made or furnished or becomes false or misleading at any time thereafter. Insolvency. The dissolution or termination of Borrower's existence as a going business, the insolvency of Borrower, the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the loan. This includes a garnishment of any of Borrower's accounts, including deposit accqunts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute. I Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the indebtedness or any Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any guaranty of the indebtedness evidenced by this Note. Change In Ownership. Any change in ownership of twenty-five percent (25%) or more of the common stock of Borrower. i Adverse Change. A material adverse change occurs it 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 default, Lender may, after giving such notices as required by applicable law, declare the entire unpaid principal balance under this Note and all accrued unpaid interest immediately due, and then Borrower will pay that amount. ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower will pay Lender that amount. This includes, subject to any limits under applicable law, Lender's,attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit, including attorneys' fees, expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), and appeals. If not prohibited by applicable law, Borrower also will pay any court costs, in addition to all other sums provided by law. JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either Lender or Borrower against the other. GOVERNING LAW. This Note will be governed by federal law applicable to Lender and,, to the extent not preempted by federal law, the laws of the Commonwealth of Pennsylvania without regard to Its conflicts of law provisions. This Note has been accepted by Lender in the Commonwealth of Pennsylvania. CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lender's request toi submit to the jurisdiction of the courts of Cumberland PROMISSORY NOTE Loan No: 901017560 (Continued) Page 2 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 indebtedness against any and all such accounts. COLLATERAL. Borrower acknowledges this Note is secured by the following collateral described in the security instrument listed herein: inventory, chattel paper, accounts, equipment and general intangibles described in a Commercial Security Agreement dated April 23, 2007. 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. 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 THAWFIVE 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. PRIOR TO SIGNING THIS NOTE, BORROWER HEAD AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE. BORROWER AGREES TO THE TERMS OF THE NOTE. BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE. THIS NOTE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS NOTE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. BORROWER: HAMPTON CONSTRUCTION MANAGEMENT, By' ° iseal) marry 1 orris, Jr., President f Hampton Construction Management, Limited ATTEST: Secretary or Assistant Secretary ( Corporate Seal ) o Mat.a s H ao am c -.d r-a. w,. rn. xm. w wane. n....r. e. n.vuia.,,owrwuom..c m aei, m N N McNees Wallace & Nurick LLC attorneys at law (ILE tort GEOFFREY S. SHUFF DIRECT DIAL: (717) 23 7-543 9 DIRECT FAx: (717) 260-1743 E-MAIL ADDRESS: GSHUFF@MWN.COM October 28, 2009 VIA CERTIFIED AND FIRST CLASS MAIL Rodney J. Coy Harry I. Morris, Jr. 2032 Chelmsford Drive 590 Lucinda Lane Mechanicsburg, PA 17050 Mechanicsburg, PA 17055 RE: $500,000 Revolving Line of Credit from CommunityBanks, now by merger Susquehanna Bank $250,000 Loan from CommunityBanks, now by merger Susquehanna Bank NOTICE OF DEFAULT AND DEMAND FOR PAYMENT Gentlemen: Please be advised that this firm represents the interests of Susquehanna Bank (the "Bank") with respect to your obligations to the Bank. As you know, you are obligated to the Bank for the referenced $500,000 Revolving Line of Credit and the $250,000 Loan (together, the "Loans") pursuant to those certain Commercial Guaranty agreements dated April 23, 2007, and executed and delivered by you to the Bank (together, the "Guaranties"). As you also know, Hampton Construction Management, Limited ("Hampton") is in default of its obligations to the Bank for failure to make payments on the Loans as and when due. Pursuant to the Guaranties, you are jointly and severally liable to the Bank for the entire outstanding amounts of the Loans. As of October 27, 2009, the amounts of the obligations to the bank are as follows: $500,000 Revolving Line of Credit Principal $492,757.64 Interest through 10/27/09 $8,951.76 Late Charges $435.27 Attorneys' Fees $2,081.47 TOTAL $504,786.60 P.O. Box 1166.100 PINE STREET • HARRISBURG, PA 17108-1166 • TEL: 717.232.8000 • FAX' 717 9'R7 Finn 1.ULUMBUS, UN • STATE COLLEGE, PA • LANCASTER, PA • HAZLETON, PA • WASHINGTON, DC. 1z y?, .In " -?-C,-N ) N Rodney J. Coy Harry I. Morris, Jr. October 28, 2009 Page 2 Interest . at the rate of $41.06 per day, attorneys' fees and costs and other amounts to which the Bank is entitled continue to accrue until the date on which payment is received by the Bank. $250,000 Loan Principal $159,493.51 Interest through [date] $7,464.69 Late Charges $1,766.59 Attorneys' Fees $2,081.46 Satisfaction Fee $85.00 TOTAL $170,891.25 Interest at the rate of $34.11 per day, attorneys' fees and costs and other amounts to which the Bank is entitled continue to accrue until the date on which payment is received by the Bank. Payment of the full amount of your obligations to the Bank is hereby demanded. Please contact Robert Rahal of the Bank within ten (10) business days to make arrangements for payment of the entire amount of your obligations. Mr. Rahal may be contacted as follows: Robert Rahal Senior Vice President Susquehanna Bank 100 Sterling Parkway, Suite 100 Mechanicsburg, PA 17050 717-766-6542 Neither this letter nor anything contained herein waives, limits or otherwise affects in any way the Bank's right to exercise and enforce its rights and remedies under the agreements and documents that evidence and/or secure the Loans, or at law or in equity, all of which are reserved by the Bank and remain in full force and effect, enforceable by the Bank at any time on and after the date of this letter. Rodney J. Coy Harry I. Morris, Jr. October 28, 2009 Page 3 Thank you for your consideration in this matter. Very truly yours, McNEES WALLACE & NURICK LLC iff GSS:ADC:slt COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION SUSQUEHANNA BANK, : DOCKET NO. 10 - dd14 01VI l IGrrM successor in interest to CommunityBanks, Plaintiff V. CONFESSION OF JUDGMENT HARRY I. MORRIS, JR., Defendant PREVIOUSLY ASSIGNED TO: N/A PRAECIPE FOR ENTRY OF APPEARANCE TO THE PROTHONOTARY: Please enter my appearance on behalf of Plaintiff, Susquehanna Bank. Papers may be served at the address set forth below. Geoffrey S. Shuff, Esquire McNees Wallace & Nurick LLC 100 Pine Street, PO Box 1166 Harrisburg, PA 17108-1166 (717) 237-5439 Date: March j, 2010 Respectfully submitted, McNees Wallace & Nurick LLC By: Veo Shu , Esquire Court, #24848 Street, PO Box 1166 Harrisburg, PA 17108-1166 (717) 237-5439 Attorneys for Plaintiff N a ? r- CD ;L? t r• s rv COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION SUSQUEHANNA BANK, : DOCKET NO. 10 -,2 09 Civi (Term successor in interest to CommunityBanks, Plaintiff V. CONFESSION OF JUDGMENT HARRY I. MORRIS, JR., Defendant PREVIOUSLY ASSIGNED TO: N/A AFFIDAVIT OF NON-MILITARY SERVICE TO THE PROTHONOTARY: I do certify, to the best of my knowledge, that the Defendant in the above-captioned action, Harry I. Morris, Jr., is not presently on active or nonactive military status. U.. Respectfully submitted, 4 fi McNees Wallace & Nurick LLC cwt A W Date: March1j, 2010 By: 'Cleo Sff, Esquire S r e Court 1D #24848 00 Pine Street, PO Box 1166 Harrisburg, PA 17108-1166 (717) 237-5439 Attorneys for Plaintiff COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION SUSQUEHANNA BANK, DOCKET NO. 10- ao7q Cw ?Tp t-nt successor in interest to CommunityBanks, Plaintiff V. HARRY I. MORRIS, JR., Defendant I hereby certify that the precise address of the Plaintiff, Susquehanna Bank, is 100 Sterling Parkway, Suite 100 Mechanicsburg, PA 17050; and that the last known address of the Defendant, Harry I. Morris, Jr., is 590 Lucinda Lane, Mechanicsburg, PA 17055. Respectfully submitted, CERTIFICATE OF ADDRESSES CONFESSION OF JUDGMENT PREVIOUSLY ASSIGNED TO: N/A McNees Wallace & Nurick LLC Date: March '4 2010 By: G,Equire ourt. #24848 Pine Street, PO Box 1166 Harrisburg, PA 17108-1166 (717) 237-5439 Attorneys for Plaintiff ? _ _ o MM c.; 1' "at. COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION SUSQUEHANNA BANK, : DOCKET NO. 10 -,201 Cw IiTerrn successor in interest to CommunityBanks, Plaintiff V. CONFESSION OF JUDGMENT HARRY I. MORRIS, JR., C N Defendant : PREVIOUSLY ASSIGNED TO: rT ll ? NOTICE UNDER RULE 2958.1 OF JUDGMENT AND EXECUTION THEREON A CD NOTICE OF DEFENDANT'S RIGHTS w cy TO: Harry I. Morris, Jr. A judgment in the amount of $201,678.31, plus interest, other expenses, fees and costs has been entered against you and in favor of the plaintiff without any prior notice or hearing based on a confession of judgment contained in a written agreement or other paper allegedly signed by you. The sheriff may take your money or other property to pay the judgment at any time after thirty (30) days after the date on which this notice is served on you. You may have legal rights to defeat the judgment or to prevent your money or property from being taken. YOU MUST FILE A PETITION SEEKING RELIEF FROM THE JUDGMENT AND PRESENT IT TO A JUDGE WITHIN THIRTY (30) DAYS AFTER THE DATE ON WHICH THIS NOTICE IS SERVED ON YOU OR YOU MAY LOSE YOUR RIGHTS. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW. THIS OFFICE CAN PROVIDE YOU WITH INFORMATION ABOUT HIRING A LAWYER. IF YOU CANNOT AFFORD TO HIRE A LAWYER, THIS OFFICE MAY BE ABLE TO PROVIDE YOU WITH INFORMATION ABOUT AGENCIES THAT MAY OFFER LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE. '.1 114% Lawyer Referral Service Cumberland County Bar Association 32 South Bedford Street Carlisle, PA 17013 (717) 249-3166 Respectfully submitted, McNees Wallace & Nurick LLC Date: March4, 2010 By: RE Box 1166 Harrisburg, PA 17108-1166 (717) 237-5439 Attorneys for Plaintiff COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION SUSQUEHANNA BANK, : DOCKET NO. 10 - a,pr]q C?vi ror r" successor in interest to CommunityBanks, Plaintiff V. HARRY I. MORRIS, JR., Defendant To: Harry I. Morris, Jr., Defendant : CONFESSION OF JUDGMENT PREVIOUSLY ASSIGNED TO: N/A You are hereby notified that on March 616, 2010, judgment by confession was entered against you in the sum of $201,678.31, in the above-captioned case. DATE: -",* ?, %1' 14--- Pro otary i; fi-r YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. Lawyer Referral Service Cumberland County Bar Association 32 South Bedford Street Carlisle, PA 17013 (717) 249-3166 I hereby certify that the following is the address of the Defendant stated in the certificate of residence: Harry I. Morris, Jr. 590 Lucinda Lane Mechanicsburg, PA 17055 4seo Shuff, Attorney for Plaintiff A, Harry I. Morris, Jr., Demandado: Por este medio usted sea avisado que en el dia _ de de 2010, un juicio por admision fue registrado contra usted por la cantidad de $201,678.31, referente al caso mencionado arriba. Fecha: Protonotario LLEVE ESTA DEMANDA A UN ABOGADO INMEDIATAMENTE. SI USTED NO TIENE UN ABOGADO O SI NO TIENE EL DINERO PARA PAGAR TAL SERVICIO, VAYA PERSONALMENTE O LLAME POR TELEFONO A LA OFICINA CUYO TELEFONO Y DIRECCION SE ENCUENTRAN ESCRITOS ABAJO PARA AVERIGUAR DONDE USTED PODRA CONSEGUIR ASISTENCIA LEGAL. Lawyer Referral Service Cumberland County Bar Association 32 South Bedford Street Carlisle, PA 17013 (717) 249-3166 Por este medio certifico que la siguientes son las direcciones de los demandado, dicho en el certificado de residencia: Harry I. Morris, Jr. 590 Lucinda Lane Mechanicsburg, PA 17055 ffr . S ff, Abogado del Demandante r. COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION SUSQUEHANNA BANK, successor in interest to CommunityBanks, Plaintiff v. HARRY I. MORRIS, JR., Defendant DOCKET NO. 10-2079 CONFESSION OF JUDGMENT PREVIOUSLY ASSIGNED TO: N/A PARTIAL RELEASE OF JUDGMENT LIEN WHEREAS, on March 25, 2010, Judgment was entered in favor of Plaintiff and against Defendant in the Court of Common Pleas of Cumberland County at Docket No. 10-2079; and WHEREAS, Defendant owned an interest in that certain real property known as 4830 Brian Road, Hampden Township, Cumberland County, Pennsylvania, as more particularly described on Exhibit "A" attached hereto and made a part hereof (the "Property"); and WHEREAS, the Defendant has requested the Plaintiff to release the Property from the lien of the Judgment, which Property constitutes a portion, but not all, of the property that is subject to the lien of the Judgment. NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, and intending to be legally bound, Plaintiff, Susquehanna Bank, for itself and its successors and assigns, agrees that it will not attach or levy upon, sell or dispose of, or claim or demand the Property as a result of the Judgment, and further releases the lien of the Judgment on the Property only; provided, however, that neither this Partial Release nor anything herein contained invalidates, diminishes, alters, or otherwise affects the Judgment or the lien or security of the Judgment upon or against any other property of Defendant in Cumberland County, Pennsylvania, or elsewhere; and provided further that neither this Partial Release nor anything contained herein is or should be construed to be or to evidence satisfaction or discharge of the debt of the Defendant to the Plaintiff, Susquehanna Bank. };tad u, '~ ~~~t3311~ +:, ~,~Pd,~ /9J~~ ~~v 33~ IN WITNESS WHEREOF, the Undersigned executed this Partial Release this ~ day of June, 2010. SUSQUEHANNA BANK By: ~~`~ ~ ~ ~G L~ J Robert E. Rahal Senior Vice President COMMONWEALTH OF PENNSYLVANIA COUNTY OF LANCASTER SS.. On this, the Jg'~ day of June, 2010, before me, the undersigned officer, personally appeared Robert E. Rahal, who acknowledged himself to be the Senior Vice President of Susquehanna Bank, who being authorized to do so, executed the foregoing instrument for the purposes therein contained as such officer. IN WITNESS WHEREOF, I hereunto set my hand and notarial seal the day and year aforesaid. C~.l.~' v Notary Public My Commission Expires:,APl2/c~ /5, a 0 ~ f ~TARIAL SEAL GAIL F HESS Notary Public HMAPOEN TYYP.: CUMBERLAND CNN My Commlasbn Expires Apr 15, 2014 .lA~~ ~A;~AIt~N a~~n ~ qua 3+~ci:~q YtRtOY! ViNa 7NA ~c~a9lYFU:) .'i4Nf Y1~09MAH atD4 'r ~~~ .~~~ux3 ~;,~,,^zamrnoi yM i EXHIBIT "A" ALL THAT CERTAIN piece of land situate in the Township of Hampden, County of Cumberland and Commonwealth of Pennsylvania, more particularly bounded and described in accordance with a survey of William E. Whittock, Registered Professional Engineer, dated January 13, 1996. BEGINNING at a point on the Southerly line of Brian Road, which point is 85 feet East of Charles Road; thence along the Southerly line of Brian Road, South 85° 30' East, 56.64 feet to a point; thence continuing along Brian Road, South 83° 23' East, 8.36 feet to the line dividing Lots Nos. 47 and 48 on the hereinafter mentioned Plan of Lots; thence along the same South 4° 30' West, 146.39 feet to the Northerly line of Lot No. 18; thence along the same, South 87° 32' 11" West, 30.23 feet to a point; thence North 25° 50' S" West, 69.46 feet to a point; thence North 4° 30' East, 90.41 feet to the point of BEGINNING. BEING Lot No. 48, Block D, on Plan No. 3 of Del-Brook Manor, said Plan recorded in the Cumberland County Recorder's Office in Plan Book 8, Page 11. HAVING thereon erected a dwelling known as 4830 Brian Road, Mechanicsburg, Pennsylvania, 17050. PARCEL # 10 21-0279-275