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HomeMy WebLinkAbout01-1208COMMERCE BANK/HARRISBURG, : Plaintiff Vo BRENT L. CARMAN, Defendant IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION ~ LAW DOC T NO. O, - NOTICE YOU HAVE BEEN SUED IN COURT. If you wish to defend against the claims set forth in the following pages, you must take action within twenty (20) days after this Complaint and Notice are served, by entering a written appearance personally or by attorney and filing in writing with the Court your defenses or objections to the claims set forth against you. You are warned that if you fail to do so the case may proceed without you and a judgment may be entered against you by the Court without further notice for any money claimed in the Complaint or for any other claim or relief requested by the Plaintiff(s). You may lose money or property or other rights important to you. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. Cumberland County Bar Association 2 Liberty Avenue Carlisle, PA 17013 (717) 249-3166 (800) 990-9108 COMMERCE BANK/HARRISBURG, : Plaintiff Vo BRENT L. CARMAN, Defendant IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW DOCKET NO. NOTICIA LE HAN DEMANDADO A USTED EN LA CORTE. Si usted quiere defenderse de estas demandas expuestas en las paginas siguientes, usted tiene viente (20) dias de plazo al partir de la fecha de la demanda y la notificacion. Usted debe presentar una apariencia escrita o en persona o pot abogado y archivar en la corte en forma escrita sus defensas o sus objeciones a las demandas en contra de su persona. Sea avisado que si usted no se defiende, la corte tomara medidas y puede entrar una orden contra usted sin previo aviso o notificacion y por cualquier queja o alivio que es pedido en la peticion de demanda. Usted puede perder dinero o sus propiedades o otros derechos importantes para usted. LLEVE ESTA DEMANDA A UN ABODAGO INMEDIATAMENTA. SI NO TIENE ABOGADO O SI NO TIENE EL DINERO SUFICIENTE DE PAGAR TAL SERVICIO, VAYA EN PERSONA O LLAME POR TELEFONO A LA OFICINA CUYA DIRECCION SE ENCUENTRA ESCRITA ABA JO PARA AVERIGUAR DONDE SE PUEDE CONSEGUIR ASISTENCIA LEGAL. Cumberland County Bar Association 2 Liberty Avenue Carlisle, PA 17013 (717) 249-3166 (800) 990-9108 COMMERCE BANK/HARRISBURG, : Plaintiff Vo BRENT L. CARMAN, Defendant IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW DOCKETNO. c)/- /.2oY ~c;~ COMPLAINT AND NOW, Plaintiff, COMMERCE BANK/HARRISBURG, N.A., through its counsel, Metre, Evans and Woodside, brings this Complaint before the Court, in support of which it avers as follows: 1. Plaintiff is Commerce Bank/Harrisburg, N.A. (hereinafter "Commerce Bank"), a national banking association with an office at 100 Senate Avenue, Camp Hill, Pennsylvania 17001-8599. 2. Defendant Brent L. Carman is an adult individual who resides at 2195 Ridge View Road, Dallastown, Pennsylvania 17313. 3. On March 31, 1999, 4 NU Marketing, Ine. (hereinafter "NU Marketing"), upon information and belief a Pennsylvania business corporation with an office at 1600 Pennsylvania Avenue, Cyber Center, York, Pennsylvania 17404, executed and delivered to Commerce Bank a promissory note (hereinafter "Note") evidencing its obligation to Commerce Bank under a Business Loan Agreement dated March 31, 1999 (hereinafter "Agreement") pursuant to which NU Marketing obtained a revolving line of credit from Commerce Bank. True and correct copies of the Note and the Agreement are attached hereto, respectively, at Exhibits "A" and "B." the Note. Commerce Bank advance the sum of $125,000 to NU Marketing under 5. Pursuant to the Note, NU Marketing covenanted and agreed that it would pay the indebtedness as provided in the Note and that the whole principal sum and interest would become due at the option of Commerce Bank in the event that it failed to keep, observe or perform any of the covenants, conditions or agreements contained therein. 6. Specifically, pursuant to the Note, "[u]pon default, Lender may, after giving such notices as required by applicable law, declare the entire unpaid principal balance on this Note and all accrued unpaid interest immediately due, and then Borrower will pay that amount." (See Exhibit "A" under heading "Lender's Rights.") 2 7. NU Marketing has defaulted in the performance of its obligations under the Note by failing to pay, inter alia, the monthly installments of principal and interest due as required under the Note. 8. By notice dated September 28, 2000, Commerce Bank provided NU Marketing with written notice of its default. A true and correct copy of the written notice is attached hereto at Exhibit "C" and incorporated herein by reference. o Note. NU Marketing has failed and refused to cure its default under the 10. On the same date as the Note and Agreement (i.e., March 31, 1999), Defendant Brent L. Carman executed a Commercial Guaranty (hereinafter "Guaranty") pursuant to which he "absolutely and unconditionally guarantees and promises to pay to Commerce Bank * * * 100% of the Indebtedness * * * of 4 NU Marketing, Inc. * * * on the terms and conditions set forth in this Guaranty." A true and correct copy of the Guaranty is attached hereto at Exhibit "D" and incorporated herein by reference. 3 11. Specifically, pursuant to the Guaranty, "Guarantor intends to guarantee at all times the performance and prompt payment when due, whether at maturity or earlier by reason of acceleration or otherwise, of all Indebtedness within the limits set forth in the preceding section of this Guaranty. This Guaranty covers a revolving line of credit and Guarantor understands and agrees that this Guarantee shall be open and continuous until the line of credit is terminated and the Indebtedness is paid in full, as provided below." (See Exhibit "D" under heading "Nature of Guaranty.") 12. By notice dated December 8, 2000, Commerce Bank provided Defendant Brent L. Carman with official notice that the Note was in default and that Commerce Bank, under the terms and conditions of the Guaranty, was "making a demand upon [him] for repayment of the loan obligation." A true and correct copy of the official notice is attached hereto at Exhibit "E" and incorporated herein by reference. 13. Commerce Bank advised the Defendant that he had "ten days from the date of [the notice] to contact [Commerce Bank] to discuss the possible terms of loan repayment." (See Exhibit "E.") 4 14. Defendant Brent L. Carman received notice that the Note was in default on December 12, 2000. True and correct copies of the U.S. Postal Service Certified Mail Receipt (Article No. 7099 3400 0001 4127 8023) and PS Form 3811 evidencing receipt are attached hereto at Exhibit "F." 15. Defendant Brent L. Carman has failed and refused to contact Commerce Bank "in order to discuss the possible terms of the loan repayment" or otherwise act in accordance with his duties under the Guaranty by curing the default of NU Marketing under the Note. 16. Commerce Bank has called the Note and declares that the unpaid principal balance, together with accrued interest, attorney's fees and costs as provided therein to be immediately due and payable by Defendant Brent L. Carman pursuant to the terms and conditions of the Guaranty. 17. The following amounts are currently due and owing Commerce Bank on the Note: 5 Unpaid Principal Balance Interest Accrued and Unpaid as of February 19, 2001 ($26.29 per diem) (To be further calculated at the time of complete payment or collection) Late Fees as of February 19, 2001 (To be further calculated at the time of complete payment or collection) Attorneys' Fees and costs of suit TOTAL: $ $ 90,152.37 $ 6,698.83 $ 4,727.90 To be determined 101,579.10 (As of February 19, 2001) WHEREFORE, Plaintiff respectfully requests that judgment be entered in its favor and against Defendant Brent L. Carman in the amount of $101,579.10, plus interest thereon of $26.29 per diem, plus attorneys' fees, costs and other charges as provided in the Note and Guaranty, and awarding Commerce Bank such other relief as is just under the circumstances. Respectfully submitted, METTE, EVANS & WOODSIDE //~'~/P. Beneventano, Esquire c-'Sup. Ct. I.D. #43107 3401 North Front Street P.O. Box 5950 Harrisburg, PA 17110-0950 Attorneys for Plaintiff Commerce Bank/Harrisburg, N.A. Date: FEB-19-2001 14:14 COMMERCE BANK 717 9?5 0581 P.03/0~ VERIFICATION I, David C. Amsden, state that I hold the title of Vice President/Asset Quality at Commerce Bank/Harrisburg, N.A., the Plaintiff in the above-captioned action, that Iarn authorized to make this Verification on its behalf, and that the facts set forth in the foregoing Complaint are true and correct to the best of my knowledge, information and belief. I understand that my statements are made subject to the penalties of 1S Pa,C.S.A. t4904 re. latinS to unsworn falsificat/on to authorities. COMMERCE BANK/I'IAtL~SBURG, N,A. David C. Amsden Vice President/Asset Quality TOTAL P.O~ Exhibit A PROMISSORY Relerances in ~e s~d~ area ara for L~er's use ~ty a~do ~t limit ~e a~abili~ of ~ts ~u~nt ~ any ~olar I~n ~ Borrower: 4 NU Marketing, Inc. ~N: 23291S78S) Lender: Comm~ Ban~a~tsburg, National All.lotion I~ P~nsylvents Avenue Math Offic~Comme¢clal Coat C~t~ Yor~ PA 174~ P.O. Box ~gg 1~ Senate Avenue Camp Hill, PA 17~gg Principal Amount: $125,000.00 Initial Rate: 10.000% Date of Note: March 31, 199~ PROMISE TO PAY. 4 NU Merkellng, Inc. ("Borrower') promtsee to pay to Commerce Ben~errtsburg, National Asseetstlon ("L~d~"). or~ order, th Ia~ul money o~ the Unlt~ States of Amerlca~ the principal amount of One Hundr~ Twenty Five Thousand & ~1~ Dollars ($125,~.~) or ~o much al may be outstanding, together with Inler~t on the un~ld outstanding principal balance of ~ch advance. Int~t shall ~ calculat~ from the date of ~ch advance until r~e~enl of ~ch advance. PAYME~. Borrower wlti pay this loan on demand, or II no demand Is mede, in one payment of att o~tandthg pdncipal plus ali eccm~ unpaid Interest on March 31, ~. In addition, Borrower will pay regular monthly payments of eccru~ unpaid Int~elt ~lnnlng April 30, 1999, and ag subs~uonl Int~t payments are due on the eeme day of ~ch month aR~ IhaL ~e annul interest rate lot ~ls Note is on a 3~3~ ~sJs; Ihal is, by ap~ying ~e mt~ o~ ~e annual interest rote over a year of 3~ days, m~ti~i~ by ~e o~s~ing pri~i~l molti~i~ by ~e actual numar ct days the ~i~i~l balance is outs~ing. Borrower will ~y L~er at Le~er's address s~wn a~ve ~ at o~er place as LePer ~y designate in wdl~g. Unless o~e~ise agm~ or r~ulr~ by operable law, ~yments will ~ a~i~ fimt to unpa~ Interesl, ~en to prinol~l, end any re~ing a~unt to any un~id c~l~t~ costs a~ lets c~¢ges. VARIABLE INTEREST RATE. Tbe inlerest rate on ~ls Note is sublet to chen~ [r~ ti~ to time ~s~ ~ changes ~ en ~ex ~h "COMMERCE BAN~HARRISBURG, NATIONAL ASSOCIATION R~AIL PRIME RATE" (~e 'index"). ~e Com~rce Ban~ardsbu~,NaiVe ~s~lat~ Re~il Pri~ Rate, herei~fler referr~ th as "Core.roe Sank Prime' s~tl ~ ~at rats wh~h LePer es~h~ as ~ Pri~ Rate, ~e~er or ~t pu~ish~. ~e es~blls~t a~ pu~ati~ o~ Co--arcs Prime Rate by LePer shall not in any way p~e or I~ti LePer ~ I~ing to ce~in ~rrowers, from time Io time, at a rate ol interesl less than ~e Co~rce Bank Pri~ Rate. ~e ~a~e Rate o¢ intreat s~ll c~n~ ~ ~te ~n w~h ~y c~ge ~ ~e Com~rce Ben~arrisburg, Nat~nal Ass~lat~ Re.il Pri~ Rate shall ~ afl.live. ~en sa~ ~tsrast role changes ~ a day o~er than a pay~nt due date u~er this Note, interest shall ~ caiculal~ on a ~r di~ ~s~ for such ~. To ~e e~t ~rmi~ by P~nsylvan~ law, interest shall ~ ~iculat~ by ~e me~ kn~n as ~e '~nke~s Rule' ~ing ~ ect~l days ~e pri~i~ ~la~e outs~ding bemunder divid~ by ~ ~ys ~ multiHi~ by the ~en a~ica~e mia of inter~t descri~ heroin; pmv~, h~ever, ~at to ~e e~ent s~h calcu/a~ ~ ~t ~rmiQ~ by Pennsylvan~ law. interest ~ereunder s~ll ~ calculat~ ~ ~e ~s~ of a 3~ or 366 day y~r, as ~e ~se ~y Lender will tell ~rrower the current I~ex rate u~n ~rr~er s r~uest. ~rrower u~em~s ~at L~er ~y ~ke I~ns ~s~ ~ o~r miss as well. The interest rate change will ~t ~cur ~ra oOen I~n each day. The Index currently Is 8.5~% ~r annum. The Int~t rate to ~ appll~ to the unpaid principal balance of this Note will ~ al a rate of 1.5~ ~rcentage points over the Index, resulting In an Initial rate ct 10.~% annum. NOTICE; U~er no circu~nces wil~ ~e interest rate ~ ~is Note ~ ~ra ~n ~e ~imum rate allow~ by a~e law. PREPAYME~. Borrower ~y pay wil~ut panal~ ail or a ~Hi~ ol the a~unt ~ earlier ~n it Is due. Early pay~n~ w~ ~t, unless agm~ by Lender in writing, relieve Sorrower of ~orrower's o~i~lion to continue to ~ke ~ym~ts o~ accru~ unpaid interest. Rather, ~ey will r~e ~e princi~l ~lance due. ~TE CHARGE. If a ~y~nt is 15 days or more late, ~ff~er will ~ charg~ 5.~% of the regularly sch~ul~ paym~t, DEFAULT. Borrower will be in default I[ any ct the f~lowing happens: (a) Borrower foils to ~ke any ~yment when ~ue. (bi ~rmwer br~ks eny promise Borrower has ~de to LePer, or Borrower fails to c~ply wl~ or to ~dorm when due any o~er term, obli~t~, cov~nt, ~ c~in~ in ~is Note or any agrae~nt relal~ to this Nole, or in any o~er agree~nt m I~n ~orr~er ~s wi~ Lender. (c) ~rr~er para.ts u~er any I~n, exte~i~ of cr~il, s~ud~ agre~enl, purchase or sales agreement, or any o~er agreement, ~ favor ct any other crier or ~ ~y ~tedalty aff~t any o~ Borrowers propa~ ~ ~mwer's abilt~ to rely this Note or ~do~ ~ffower's o~i~li~s u~er ~is Note or any o~ ~e Relat~ D~uments. (d) Any repres~tion or s~le~nl ~de or tumish~ lo L~er by ~rrower or ~ Borrower's ~1[ is tsJse or misleading in any material reset either now ~ at ~e time ~de ~ [umish~. (el ~orrower ~omes ins~vent, a r~eiver ~ ap~int~ for any ~d ct Borrower's prope~y, B~rower ~kes en assignmenl for ~e benetit of c¢~itors, or any pr~ing is c~enc~ e~er by Borrower or a~insl ~rrower u~er any ~nkrupt~ or ins~vency laws. (0 Any cr~itor thcs to take any of Borrower's pmpe~ ~ or in wh~h L~er has a li~ or s~ud~ interest. includes · gamishm~t of any of Borrower's accounts with Lender. (gl ~y guarantor di~ or any of ~e other ev~ts bescH~ in this default s~ ~curs wtih resp~t to any guarantor of Ihis Note. (hi A ~terial adverse c~nge ~curs in Borrower's fina~l ~il~, or LePer ~ieves ~e pros~t of ~yment or ~do~n~e of ~e indebl~ness Is i~ir~. (i) Failure Io meal the deadlines r~uir~ ~ ~e Y~r ~ C~e Agree~nt Io ~ Year 2~ C~nt or a rees~e~e likeli~ thai Borr~er cen~t ~ Y~r ~ C~iant ~ or ~f~e D~e~r 31, 1 g99. If eny de~ault, other ~n a default h ~yment, is curable end ti Borrower has ~t ~n given a notice of a broach ct Ihs sa~ ~ovis~n o~ ~is Note within the pr~ing ~blve (12) ~s, R ~y ~ cur~ (and no event of defaull will ~ve ~curr~) if Borrower, aQer r~eiving wria~ ~tbe [~ L~der de~ing cure ol s~h default: (al cures the de[null within lan (10) days; or (bi if the cure r~ulrec ~e than ten {10) days, i~ial~y iniliates steps which Le~e¢ dee~ in Lender's sole discmfl~ to ~ su~ient to cure ~e de[aolt and ~eraa~er ~nfinu~ a~ ~leles ~1 r~s~able end n~essa~ steps suff~ient to pr~uce c~plia~e as s~n as reas~a~y pmct~al. LENDER'S RIGHTS. U~ default, L~er may, aRer giving s~h notices as r~uir~ by a~lica~e law, d~lara the entire un~ld princi~l ~lance ~ this Note a~ all accru~ un~ interest imm~tely due, a~ then Borr~er will ~y ~at a~uct. U~ defa~t, I~l~ing failure to ~y u~ ~i~l ~turi~, Lender, at tis opt~n, ~y also, ti ~rmiR~ u~er applicable law, increase ~e vada~e interest rate ~ ~ts Note 1o 3.~ ~m~ge ~in~ over the I~ex. The interest rate will nol ex~e~ ~e ~imum rote permIQ~ by applicable law. LePer ~y hire or ~y s~ne ~se to ~p c~l~t this Note if Borrower d~s ~t ~y. Borr~er also will ~y LePer that a~nt. ~is inci~es, su~t to any limits under a~e law, Le~er's a~omeys' ~ees a~ L~er's legal ex~nses whether or not ~ere is a lawsuit, i~l~ing a~meys' tees a~ le~l ex~s~ lot ~nkr~lcy preenings (including effo~ to ~i~ or vacate any aut~t~ stay or injuncti~), appeals, and any anticipat~ ~st-J~g~nt ~l~t~ sewices. II mt p~hibit~ by a~ica~e law, ~er also will ~y any coud costs, in addili~ to ail other sums provid~ by law. If Judgment Is ~ter~ ~ ~n~t~ with this Note, infarct will c~flnoe to a~roe on this Note a~er J~ent at ~e ~ter~t role appil~e to ~ls Note at ~ 1~ J~l is enterS. ~la Note hal b~ dettv~ to Lender end aucept~ b~ Lender In the Commonw~lth of P~nlylvanla. If there I~a lawlult, Borrower u~n Lend~'a r~uest to submit to the Jurisdiction of the couHl of Cure.fiend County, ~e Commonwealth of P~n~yJvanla. Lender and Borrower hereby waive the right to any Ju~ trial In any action, proc~lng, or count~clalm brought by either L~d~ or Borrower agalnlt olber. ~la Note shall ~ gov~n~ by and constru~ th accordance with tbs laws of tbs Commonw~lth of Ponnsylvenla. DISHONORED ITEM FEE. Borr~er will ~y a f~ to Lender o~ $10.~ J~ ~rrower ~kes a payment ~ ~r~ers J~n end ~e ch~k or preau~oriz~ char~ wi~ which ~rower ~ys ~ later dis~ner~. RIG~ OF S~OFF. ~rrower grants to L~er a contractual s~uri~ internal in, a~ hereby assigns, c~vey8, d~s, pl~ges, and ~ans~era LePer all ~rrower's ri~t. rifle end inlerect in a~ to, Borr~er'a accounts wi~ L~r (whaler ch~k~g, ~vings, or s~ o~r a~nt), i~l~ing without limi~fl~ all en~unts held Jointly with som~ne else a~ all ec~unts ~rrower ~y ~n In I~ l~ure, exclud~g ~ever all IRA a~ K~h accounts, a~ all trust accounts for which t~ grant of · s~uH~ interest would ~ prohibil~ by law. ~rr~er au~rEes Le~m, to ~e pe~i~ by ap~lcable law, to c~rge or se~ff all su~ ~ing on ~is Nole a~inst any end ail such accounts, COL~TERAL. This Nots is s~ur~ by a Modgage ~r~ Grantor to Lender dat~ March 3t, 19~ ~ p~ k~ as Lot ~24, Fai~ay D~e, West Manchester T~nship, Yo~, Pennsylvania; a 1st lien pddri~ s~uri~ intemsl in ail business assets of ~e ~r~er as ~m fully set ~o~ tn Commemial S~uri~ Agreement ct even date herewith a~ to be pe~l~ by UCC-1 Fi~ing Stale~nt; ~s~n~nt ol Lile Insurers ¢~ by Jerome E. Kub~kl; Pemonal Guaranlees of Jerks E. Kub~ki, Ste~enie A. Kubicki, Bront L. Ca~n, Ma~ L Td~er ~ D~nis E. S~kley. LINE OF CREDIT, This Note evidences a revolving line of cradil. Advances under lhis Note may be requested orally by Borrower or by an authorized person. Lender may, but need not, require that all oral requests be confirmed in writing. AJI communicatk~ns, instructions, or directions by telephone or otherwise to Lender am to be directed to Lender's office shown above. The following party or parties are authorized to request advances under the line of credit until Lender receives from Borrower at Lender's address shown above written notice of revocation of their authority: ,Jerome E. Kublckl, President; and Brant L. Carman, Vice President. Borrower agrees to be liable for alt sums either: (al advanced in accordance with the inslructions of an authorized person or (bi 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 1o advance funds under this Noid if: (al 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; (bi Borrower or any guarento~ 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; or (d} Borrower has applied funds provided pu~suent to this Note for purposes other than those authorized by Lender. NNUAL PAYOUT PERIOD. Borrower shall be required to reduce the outstanding principal balance under this Line of Credit to zero for a thirty (30) 03-31-1999 PROMISSORY NOTE Page 2 Loan No 2805450 (Continued) consenut ve day period during each year of the Line of Credit. GENERAL PROVISIONS. This Note is payable o;1 demand. The inclusion of specific default provisions or rights of Lender shall not preclude Lender's right to declare payment o! this Note on its demand. Lender may delay or forgo enlorcing any et its rights or remedies under this Note w;~out 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, protest and notice el dishonor. Upon any change in the terms et this Note, and unless otherwise expressly slated in writing, no party who signs this Note, whether as maker, guarantor, accommodation maker or endomer, shall ha released from liability. All such pad/es agree that Lender may renew or extend (repeatedly and for any length of time) this luan, 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 neceesa;y by Lender without the consent et 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. If any portion of this Note is for any reason determined to be unenforceable, it will not affect the enfomesl~lity of any other provisions of this Note. CONFESSION OF JUDGMENT. BORROWER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATFORNEY 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, AS OF ANY TERM, CONFESS OR ENTER JUDGMENT AGAINST BORROWER FOR THE ENTIRE PRINCIPAL BALANCE OF THIS NOTE, ALL ACCRUED INTEREST, LATE CHARGES, AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THIS NOTE TOGETHER WiTH INTEREST ON SUCH AMOUNTS, TOGETHER WITH COSTS OF SUIT, AND AN A'CFORNEY'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, EXCEPT ANY NOTICE AND/OR HEARING REQUIRED UNDER APPLICABLE LAW WITH RESPECT TO EXECUTION OF THE 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 READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE NOTE AND ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THE NOTE. THIS NOTE HAS BEEN SIGNED AND SEALED BY THE UNDERSIGNED. BORROWER: 4 NU Marketing, Inc. J~rer~,.~E. Kublckl, Freslclant ATT~ '"'" '"'"'"'~ ~;:i?" '"' ':'" '"' ''~ :~" SEAL BI'ant L. Carmen, Vice Prealdenr- ( Corporate Seal ) LASER PRO, Reg. U.S.~al. & T.M. OS., Var. 3.26a (c) 1999 CFI P~oSlrvice~, ~c. All rig}Its n~ewld. IFA-D20 F3.26 034NUg.t.N C21.OVL] Exhibit B BUSINESS LOAN AGREE ' NT ~'-~'~l~Cipa i Loan Date Maturity i Loan No Call Collateral i A~'count ~ Officer ~ Initials ..S1.2.5--.000r'00.-- i_0~1'3__1-!._999- ........ i__2.8--0.54..5--0 .......... ~ .......... ..220.__j . ..... References in the shaded area are for Lender's use only end do not limit the applicability of this document to any particutar roan or item. Borrower: 4 NU Marketing, Inc. (TIN: 232915785) Lender: Commerce Bank/Harrisburg, National Aesoclatlon 1600 Pennsylvania Avenue Main Office/Commercial Cost Center York, PA 17404 P.O. Box 8.~99 100 Senate Avenue Camp Hill, PA 17001-8.599 THIS BUSINESS LOAN AGREEMENT between 4 NU Marketing, Inc. ("Sorrower") and Commerce BankJHerrlsburg, National Association ("Lender") is made and executed on tho following terms and conditions. Borrower hes received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans and other financial accommodations, Including those which may be described on any exhibit or echedule attached to this Agreement. All such loans and financial aeaommodatlona, together with all future loans and financial accommodations from Lender to Borrower, are referred to in thts Agreement individually as the 'Loan" and coitectlveiy as the "Loans." Borrower understands and agrees that: (a) In granting, renewing, or extending any Loan, Lender ia relying upon Borrower's representations, warranties, and agreements, aa set forth in this Agreement; (b) the granting, renewing, or extending of any Loan by Lender at all tlmea shall be subject to Lender's sole judgment and discretion; and (c) all such Loans shall be and shall remain subject to the following terms and conditions of this Agreement. TERM. This Agreement shall be effective as of March 31, 1999, and shall continue thereafter until ali Indebtedness of Borrower to Lender has been performed in fuji and the parties terminate this Agreement in writing. DEFINITIONS. The following words shall have the following moanings when used in this Agreement. Terms not otherwise defined in this Agreement shell have the meanings attributed to such terms in the Uniform Commercial Code. All references to dollar amounts shall mean amounts in lawful money of the United States of Amorica. Agreement. The word "Agreemont" means this Business Loan Agreemont, as this Business Loan Agreement may be amended or modified from time to timo, together with ali exhibits and schedules attached to this Business Loan Agreement from time to time. Borrower. The word "Borrower" means 4 NU Marketing, Inc,. The word 'Borrower" also inctudes, as applicabte, all subsidiaries and affi]iatas of Borrower as provided below in the paragraph titled "Subsidiaries and Affiliates." CERCLA. The word "CERCLA' means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended. Collateral. The word "Collateral" means and includes without limitation all property and assets granted as cotlaterel security for a Loan, whether real or personal property, whether granted directly or indirectly, whether granted now or in the future, and whether granted in the form of a security interest, mortgage, deed of trust, assignmont, pledge, chattel mortgage, chattel trust, factor's iien, equipment trust, conditional sale, trust receipt, lien, charge, lien Or title retention contract, lease Or consignment intended as a security device, or any other security or lien interest whatsoever, whether created by law, contract, or otherwise. ERISA. The word "ERISA" means the Employee Retirement Income Security Act of 1974, as amended. Event of Default. The words "Event of Default' mean and include without limitation any of the Events of Default set forth below in the section titled "EVENTS OF DEFAULT." Grantor. The word "Grantor" means and includes without limitation each and all of the parsons or entities granting a Security Interest in any Collateral for the indebtedness, including without limitation all Borrowers granting such a Security Interest. Guarantor. The word "Guarantor" means and includes without limitation each and all of the guarantors, sureties, and accommodation parties in connection with any Indebtedness. Indebtedness. The word "indebtedness" means and includes without limitation all Loans, together with all other obligations, debts and liabilities of BOrrower to Lender, or any one or more cf them, as well as ali claims by Lender against BOrrower, or any one or more of them; whether now or hereafter existing, voluntary or involuntary, due or nat due, absolute or contingent, liquidated or unliquidated; whether Borrower may be liable individually or jointly with others; whether Borrower may be obligated as a guarantor, surety, or otherwise; whether recovery upon such Indebtednass may be or hereafter may become barred by any statute of limitations; and whether such Indebtedness may be or hereafter may become otherwise unanfomesble. Lender. The word "Lender" means Commerce Bank/Harrisburg, National Association, its successors and assigns. Loan. The word "Loan" or "Loans" moans and includes without limitation any and ell commercial loans and financial accommodations from Lender to Borrower, whether now or hereafter existing, and however evidenced, including without limitation these leans and financial accommodations described herein or described on any exhibit or schedule attached to this Agreemont from time to time. Note. The word "Note" means and includes without limitation Borrower's promissory note or notes, if any, evidencing Borrower's Loan obligations in favor of Lender, as wel~ as any substitute, replacement or refinancing note or notes therefor. Permitted Liens, The words "Permitled Liens" mean: (a) liens and security interests securing Indebtedness owed by Borrower to Lender; (b) liens for taxes, assessments, or similar charges either not yet due or being contested in g(x)d faith; (c) liens of moterielmen, mechanics, warehousemen, or carriers, or other like liens arising in the ordinary course of business and securing obligations which are not yet delinquent; (d) purchase money liens or purchase money security interests upon or in any property acquired or held by Borrower in the ordinary course of business to secure indebtedness outstanding on the date of this Agreement or permitted to be incurred under the paragraph of this Agreement t~ed 'indebtedness and Liens'; (e) liens and security interests which, as of the date of this Agreement, have been disclosed to and approved by the Lender in writing; and (f) those liens and security interests which in the aggregate constitute an immaterial and insignificant monetary amount with respect to the net value of Borrower's assets. Related Documents. The words "Related Documents" mean and include without limitation all promissory notes, crudit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, and all other instrumonts, agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness. Security Agreement. The words "Security Agreement" mean and include without limitation any agreements, promises, covenants, arrangements, understandings or other agreements, whether created by law, contract, or otherwise, evidencing, governing, representing, or creating a Security Interest. Security Interest. The words "Security Interest" mean and include without limitation any type of collateral security, whether in the form of a lien, charge, mortgage, deed of trust, assignmont, pledge, chattel mortgage, chattel trust, factor s lan, equ pmont trust, conditions sale, trust receipt, lien or tit~e retention contract, lease or consignment intended as a security device, or any other security or lien interest whatsoever, whether created by law, contract, or otherwise. SARA. The word "SARA" means the Superfund Amondments and Resuthorization Act of 1986 as now or hereafter amonded. CONDmONS PRECEDENT TO EACH ADVANCE. Lender's obligation to make the initial Lean Advance and each subsequent Loan Advance under this Agreement shait be subject to the fulfillment to Lender's satisfaction of all of the conditions set forth in this Agreement and in the Related Documents. Loan Documents. Borrower shal~ provide to Lender in form satisfactory to Lender the following documents for the Loan: (a) the Note, (b) Security Agreements granting to Lender secudty interests in the Collateral, (c) Financing Statements pedecting Lender's Security Interests; (d) evidence of insurance ss required below; and (e) any other documents required under this Agreement or by Lender or its counsel, including without limitation any guaranties described below. Borrower's Authorization. Borrower shall have provided in form and substance satisfactory to Lender propedy certified resolutions, duly authorizing the execution and delivery of this Agreement, the Note and the Related Documents, and such other authorizations and other documents and instruments as Lender or its counsel, in their sole discretion, may require. Payment of Fees and Expenses. Borrower shall have paid to Lender all fees, charges, and other expenses which are then due and payable as specified in this Agreement or any Related Document. Representations and Warranties. The representations and warranties set forth in this Agreement, in the Relatad Documents, and in any document or certificate delivered to Lender under this Agreement are true end correct. No Event of Default. There shall not exist at the time of any advance a condition which would constitute an Event of Default under this Agreement. REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to Lender, as of the date of this Agreement, as of the date of each 03-31-1999 BUSINESS LOAN AGREEMENT Page 2 Loan No 2805450 (Continued) disbursement of Load' proceeds, as of the date of any renewal, ext,ansion or Ftodification of any Loan, and at all times any Indebtedness exists: Organization. Borrower is a corporation which is duly organized, validly existing, and in good standing under the laws of the Commonwealth of Pennsylvania and is velidiy existing and in good standing in all states in which Borrower is doing business. Borrower has the full power and authority to own its properties and to transact the businesses in which it is presently engaged or presently proposes to engage. Borrower also is duly qualified as a foreign corporation and is in good standing in all states in which the failure to so qualify would have a material adverse effect on its businesses or financial condition, Authorization. The execution, delivery, and performance of this Agreement and all Related Documents by Borrower, to the extent to be executed, delivered or performed by Borrower, have been duly authorized by alt necessary action by Borrower; do not rsquire the consent or approval of any other person, regulatory authority or governmental body; and do not coctiict with, result in a violation of, or constitute a default under (a) any provision of its articles of incorporation or organization, or bylaws, or any agreement or other instrument binding upon Borrower or (b) any law, governmental regulation, court decree, or order applicabis to Borrower. Financial Information. Each financial statement of Borrower supplied to Lender truly and completely disclosed Borrower's financial condition as of the date of the statement, and there has Peen no material adverse change in Borrower's financial condition subsequent to the date of the most recent financial statement supplied to Lender. Borrower has no material contingent obligations except as disclosed in such financial statements. Legal Effect. This Agreement constitutes, and any instrument or agreement required hereunder to be given by Borrower when delivered will constitute, legal, valid and binding obligations of Borrower enfomeeble against Borrower in accordance with their respective terms. Properties. Except as contemplated by this Agreement or as previously diselosed in Borrower's financial statements or in writing to Lender and as accepted by Lender, and except for property tax liens for taxes not presently due and payable, Borrower owns and has good title to all of Borrower's properties free and clear of all Security Interests, and has not executed any security documents or financing statements relating to such properties. All of Borrower's properties are titled in Borrower's legal name, and Borrower has not used, or filed a financing statement under, any other name for at least the last five (5) years. Hazardous Substances. The terms "hazardous waste," "hazardous substance," "disposal," "release," and "threatened release," as used in this Agreement, shell have the same meanings as set forth in the 'CERCLA," "SARA," the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., or other applicable state or Federal laws, rules, or regulations adopted pursuant to any of the foregoing. Except as disclosed to and acknowledged by Lender in writing, Borrower represents and warrants that: (a) During the period of Borrower's ownership of the properties, there has been no use, generation, manufacture, storage, treatment, disposal, release or threatened release of any hazardous waste or substance by any person on, under, about or from any of the properties. (b) Borrower has no kocwledga of, or reason to pelieve that there has been (i) any use, generation, manufacture, storage, treatment, disposal, release, or threatened release of any hazardous waste or substance on, under, about or from the properties by any prior owners or occupants of any of the properfies, or {ii) any actual or threatened litigation or claims of any kind by any person relating to such matters. (c) Neither Borrower nor any tenant, contractor, agent or other author[zed user of any of the properties shall use, generate, manufacture, store, treat, dispose of, or release any hazardous waste or substance on, under, about or from any of the properties; and any such activity shall be conducted in compliance with all applicable federal, state, and local laws, regulations, and ordinances, including without limitation those taws, regulations and ordinances described above. Borrower authorizes Lender and its agents to enter upon the properties to make such inspections and tests as Lender may deem appropriate to determine compliance of the properties with this section of the Agreement. Any inspections or tests made by Lender shall be at Borrower's expense and for Lender's purposes only and shall not pe construed to create any responsibility or liability on the part of Lender to Borrower or to any other person. The representations and warranties contained herein are based on Borrower's due diligence in investigating the properties for hazardous waste and hazardous substances. Borrower hereby (a) releases and waives any future claims against Lender for indemnity or contribution in the event Borrower becomes liable for cleanup or other costs under any such laws, and (b) agrees to indemnify and hold harmless Lender against any end all claims, losses, liabilities, damages, penalties, and expenses which Lender may directly or indirectly sustain or suffer resulting from a breech of this section of the Agreement or as a consequence of any use, generation, manufacture, storage, disposal, release or threatened release of a hazardous waste or substance on the properties. The provisions of this section of the Agreement, including the ooligatioc to indemnify, shall survive the payment of the Indebtedness and the termination or expiration of this Agreement and shall not be affected by Lender's acquisition of any interest in any of the properties, whether by foreclosure or otherwise. Litigation and Claims. No litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Borrower is pending or threatened, and no other event has occurred which may materially adversely affect Borrower's financial condition or properties, other than litigation, claims, or other events, if any, that have peen disclosed to and acknowledged by Lender in writing. Taxes. To the best of Borrower's knowledge, alt tax returns and reports of Borrower that are or were required to be filed, have been filed, and all taxes, assessments end other governmental charges have been paid in full, except those presently being or to be contested by Borrower in good faith in the ordinary course of business and for which adequate reserves have been provided. Lien Priority. Unless otherwise previously disclosed to Lender in writing, Borrower has not entered into or granted any Security Agreements, or permitted the filing or attachment of any Security Interests on or affecting any of the Collateral directly or indirectly securing repayment of Borrower's Loan and Note, that would be prior or that may in any way pe superior to Lender's Security Interests and rights in and to such Collateral. Binding EffecL This Agreement, the Note, all Security Agreements directly or indirectly securing repayment of Borrower's Loan and Note and all of the Re~ated Documents are binding upon Borrower as well as upon Borrower's successors, representatives and assigns, and are legally enforceable in accordance with their respective terms. Commercial Purpoaee. Borrower intends to use the Loan preseeds solely for business or commercial related purposes. Employee Benefit Plane. Each employee benefit plan as to which Borrower may have any liability complies in ell material respects with all applicable requirements of law and regulations, and (i) no Reportable Event nor Prohibited Transaction (as defined in ERISA) has occurred with respect to any such plan, (ii) Borrower has not withdrawn from any such plan or initiated steps to do so, (iii) no steps have been taken to terminate any such plan, and (iv) there are no unfunded liabilities other than those previously disclosed to Lender in writing. Location of Borrower'e Offlcee and Records.. Borrower's place of business, or Borrower's Chief executive office, if Borrower has more than one place of business, is located at 1600 Pennsylvania Avenue, York, PA 17404. Unless Borrower has designated otherwise in writing this location is also the office or offices where Borrower keeps its records concerning the Coliaterel. Information. All information heretofore or contemporaneously herewith furnished by Borrower to Lender for the purposes of or in connection with this Agreement or any transaction contemplated hereby is, and all information heroaffer furnished by or on behalf of Borrower to Lender will be, true and accurate in every material respect on the date as of which such information is dated or certified; and none of such information is or will be incomplete by omitting to state any material fact necessary to make such information not misleading. Survival of Representations and Warranties. Borrower understands and agrees that Lender, without independent investigation, is relying upon the above representations and warranties in extending Loan Advances to Borrower. Borrower further agrees that the foregoing representations and warranties shall pe continuing in nature and shall remain in full force and effect until such time as Borrower's Indebtedness shall bo paid in full, or until this Agreement shall Pe terminated in the manner provided above, whichever is the last to occur. AFFIRMATIVE COVENANTS. Borrower covenants and agrees with Lender that, while this Agreement is in effect, Borrower will: Litigation. Promptly inform Lender in writing of (a) all material adverse changes in Borrower's financial condition, and (b) all existing and all threatened litigation, claims, investigations, administrative proceedings or similar actions affecting Borrower or any Guarantor which could matarial~y affect the financial condition of Borrower or the financial condition of any Guarantor. Financial Records. Maintain its books and records in accordance with generally accepted accounting principles, applied on a consistent basis, and permit Lender to examine and andif Borrower's books and records at all reasonable times. Financial Statements. Furnish Lender with, as soon as available, but in no event later than ninety (90) days after the end of each fiscal year, Borrower's balance sheet and income statement for the year ended, reviewed by a carried public accountant satisfactory to Lender. All financial reports required to Pe provided under this Agreement shall be prepared in accordance with generally accepted accounting principles, applied on a consistent basis, and certified by Borrower as being true and correct. Additional Information. Furnish such additional information and statements, lists of assets and liabilitias, agings of receivables and payables, inventory schedules, budgets, forecasts, tax returns, and other reports with respect to Borrower's financial condition and business operations as Lender may requast from time to time. Insurance. Maintain fire and other risk insurance, public liability insurance, and such other insurance as Lender may require with respect to Burro. war's properties and operations, in form, amounts, coverages and with insurance companies reasonably acceptable to Lender. Borrower, upon, request of Lender, will deliver to Lender from time to time the policies or certificates of insurance in form satisfactory to Lender, inoluding stipulations that coverages will not be cancelled or diminished without at least thirty (30) days' pdor wtit'~en notice to Lender. Each insurance polioy also shall include an endor~ ~;~nt providing that coverage in favor of Lender will .r?~.~.~.~mpaired in any way by any act, omission or default of Borrower or any other person~ ?connection with all policies coverng assets in whi[;~'! ~:~nder holds or s offered a security interest for the 03-31-1999 ~:~ BUSINESS LOAN AGREE T Page 3 Loan No 2805450 (Continued) Loans, Borrower wil~, provide lender with such loss payable or other endorsements as Lender may require. Inaurance Reports. Furnish to Lender, upon request of Lender, reports 6n each existing insurance policy showing such information as Lender may reasonably request, including without limitation the following: (a) the name of the iosumr; (b) the risks insured; (c) the amount of the policy; (d) the properties insured; (e) the then current property values on the basis of which insurance has been obtained, and the manner of determining those values; and (f) the expiration date of the policy. In addition, upon request of Lender (however not mom often than annually), Borrower will have an independent appraiser satisfactory to Lender determine, as applicable, the actual cash value or replacement cost of any ColiataraL The cost of such appraisal sball be paid by Borrower. Guaranties. Prior to disbursement of any Loan proceeds, furnish executed guaranties of the Loans in favor of Lender, executed by the guarantom named below, on Lender's forms, and in the amounts and under the conditions spal~ed out in those guamntlis, Guarantors Amounts Jerome E. Kubtokl 100,000% of $125,000.00 Stephanie A. Kubtckl 100,000% of $125,000.00 Brant L Carman 100,000% of $125,000.00 Marry L. Trimmer 100.000% of $125,000.00 Dennis E. Shockley 100.000% of $125,000.00 Other Agreements. Comply with all terms and conditions of all other agreements, whether now or hereafter existing, between Borrower and any other party and notify Lender immediatafy in writing of any default in connection with any other such agreements. Loan Proceeds. Use all Loan proceeds sblaly for Borrower's business operations, unless specifically consented to the contrary by Lender in writing. Taxes, Charges and Liens. Pay and discharge when due all of its indebtedness and obligations, including without limitation all assessments, taxes, governmental charges, levies and liens, of every kind and nature, imposed upon Borrower or its properties, income, or profits, prior to the date on which penalties would attach, and all lawful claims that, it unpaid, might become a lien or charge upon any of Borrower's properties, income, or profits. Provided however, Borrower will not be required to pay and discharge any such assessment, tax, charge, levy, lien or claim so long as (a) the legality of the same shall be contested in good faith by appropriate proceedings, and (b) Borrower shall have established on its books adequate resales with respect to such contested assessment, tax, charge, livy, lien, or claim in accordance with generally accepted accounting practices. Borrower, upon demand of Lender, will furnish to Lender evidence of payment of the assessments, taxes, charges, levies, ~iaos and claims and will authorize the appropriate governmental official to deliver to Lender at any time a wdttan statement of any assessments, taxes, charges, levies, liens and claims against Borrower's properties, income, or profits. Performance. Perform and comply with all terms, conditions, and provisions set forth in this Agreement and in the Ralateq Documents in a timely manner, and promptly notify Lender if Borrower learns of the occurrence of any event which constitutes an Event of Default under this Agreement or under any of the Rblated Documents. Operations. Maintain executive and management pamonnel with substantially the same qualifications and experience as the present executive and management personnel; provide written notice to Lender of any change in executive and management personnel; conduct its business affairs in a reasonable and prudent manner and in compliance with all applicable federal, state and municipal laws, ordinances, rulis and regulations respecting its properties, charters, businesses and operations, including without limitation, compliance with the Americans With Diesbilitias Act and with all minimum funding standards and other requirements of ERISA and other laws applicabli to Borrower's employee benefit plans. Inspection. Permit employees or agents of Lender at any reasonable time to inspect any and all Collateral for the Loan or Loans and Borrower's other properties and to examine or audit Borrower's books, accounts, and records and to make copies and memoranda of Borrower's books, accounts, and records. If Borrower now or at any time hereafter maintains any records (including without itmitation computer generated records and computer software programs for the generation of such records) in the possession of a third party, Borrower, upon request of Lender, shall notify such party to permit Lender free access to such records at all reasonable times and to provide Lender with copies of any records it may request, all at Borrower's expense. Compliance Certificate. Unless waived in writing by Lender, provide Lender at least annually and at the time of each disbursement of Loan proceeds with a certificate executed by Borrower's chief financial officer, or other officer or person acceptable to Lender, certifying that the representations and warranties set forth in this Agreement are true and correct as of the date of the certificate and further certifying that, as of the date of the certificate, no Event of Default exists under this Agreement. Environmental Compliance and Reporta. Borrower shall comply in all respects with all environmental protection federal, state and local laws, statutes, regulations and ordinances; not cause or permit to exist, as a result of an intentiona} or unintentional action or omission on its pert or on the part of any third party, on properb/ owned and/or occupied by Borrower, any environmental activity where damage may result to the environment, unless such environmantat activity is pursuant to and in compliance with the conditions of a permit issued by the appropriate federal, state or Ioca~ governmental authorities; shall furnish to Lender promptly and in any event within thirty (30) days after receipt thereof a copy of any notice, summons, lien, citation, directive, letter or other communication from any governmental agency or instrumentality concerning any intentional or unintentional action or omission on Borrower's part in connection with any environmental activity whether or not there is damage to the environment and/or other natural resources~ Additional Assurances. Make, execute and deliver to Lender such promissory notes, mortgages, deeds of trust, security agreements, financing statements, instruments, documents and other agreements as Lender or its attorneys may reesona~y request to evidence and secure the Loans and to pertect all Securify Interests. RECOVERY OF ADDITIONAL cos'rs. If the imposition of or any change in any law, rule, regulation or guideline, or the interpretation or application of any thereof by any court or administrative or governmental authority (including any request or policy not having the force of law) shall impose, modify or make applicable any taxes (except U.S. federal, state or local income or franchise taxes imposed on Lender), reserve requirements, capital adequacy requirements or other obliget.~ons which would (a) increase the cost to Lender for extending or maintaining the credit facilities to which this Agreement relates, (b) reduce the amounts payable to Lender under this Agreement or the Related Documents, or (c) reduce the rate of return on Lender's capital as a consequence of Lender's obligations with respect to the credit facilities to which this Agreement relates, then Borrower agrees to pay Lender such additional amounts as will compensate Lender therefor, within five (5) days after Lender's written demand for such payment, which demand shall be accompanied by an explanation of such imposition or charge and a calculation in reasonable detail of the additional amounts payable by Borrower, which explanation and calculations shall ba conclusive in the absence of manifest error. NEGATIVE COVENANTS. Borrower covenants and agrees with Lender that while this Agreement is in effect, Borrower shall not, without the prior written consent of Lender: Indebtedness and Liens. (a) Except for trade debt incurred in the normal course of business and indebtedness to Lender contemplated by this Agreement, create, incur or assume indebtedness for borrowed money, including capital leases, (b) except as allowed as a Permitted Lien, sal~, transfer, mortgage, assign, pledge, lease, grant a security interest in, or encumber any of Borrower's assets, or (c) sell with recourse any of Borrower's accounts, except to Lender. Continuity of Operations. (a) Engage in any business activities substantially different than those in which Borrower is presently engaged, (b) cease operations, liquidate, merge, transfer, acquire or consolidate with any other entity, change ownership, change its name, dissolve or transfer or sail Collitaral out of the ordinary coume of business, (c) pay any dividends on Borrower's stock (other than dividends payable in its stock), provided, however that nofwithstanding the foregoing, but only so long as no Event of Default has occurred and is continuing or would result from the payment of dividends, [f Borrower is a "Subchapter S Corporation' (as defined in the Internal Revenue Cede of 1986, as amended), Borrower may pay cash dividends on its stock to its shareholders from time to time in amounts necessary to enable the shareholders to pay income taxes and make estimated income tax payments to satisfy their liabilities under federal and state law which arise solely from their status as Shareholders of e Suhohaptar S Corporation because of their ownership of shares of stock of Borrower, or (d) pumhase or retire any of Borrower's outstanding shares or alter or amend Borrower's capital structure. Loans, Acqutsltlone and Guaranties. (a) Loan, invest in or advance money or assets, (b) purchase, create or acquire any interest in any other enterprise or entity, or (c) incur any obligation as surety or guarantor other than in the ordinary course of business. CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan to Borrower, whether under this Agreement or under any other agreement, Lender shall have no obligation to make Loan Advances or to disburse Loan proceeds if: (a) Borrower or any Guarantor is in default under the terms of this Agreement or any of the Related Documents or any other agreement that Borrower or any Guarantor has with Lender; (b) Borrower or any Guarantor becomes insolvent, files a petition in bankruptcy or similar proceedings, or is adjudged a bankrupt; (c) there occurs a material adverse change in Borrower's financial condition, in the financial condition of any Guarantor, or in the value of any Co~lataral securing any Loan; or (d) any Guarantor seeks, blaims or cthe~wise attempts to limit, modify or revoke such Guarantor's guaranty of the Loan or any other loan with Lender. ANNUAL PAYOUT PERIOD. Borrower shall be required to reduce the outstanding prthcipel balance under this Line bt Credit to zero for a thirty (30) consecutive day period during each year of the Line of Credit. COMMITMENT LETFER COMPLIANCE. This loan is contingent upon Borrower's compliance with all of the terms and conditions contained in the 03-31-1999 BUSINESS LOAN AGREEMENT Page 4 Loan No 2805450 (Continued) comm~tmeet attar ssued by Lender to Borrower on or about March 30, 199,9. Upon breach of any term or condition contained therein, Lender shall have the right to declare this lean in default and demand payment ih fuil of the principal balance remaining unpaid, together with el~ interest which shall have accrued thereon. POST CLOSING COMPUANCE. Borrower agrees to execute, re-execute, cause any Gueranthr(s) or other third party(las) involved in the loan transac~co to execute and/or re-execute and to deliver to Lender or its legal counsel, as may be deemed appropriate, any document or instrument signed in cconsction with the Loan which was incorrectly drafted end/or signed, as well as any document or instrument which shoutd have been signed at or prior to the closing of the Loan, but which was not so signed and delivered. Borrower agrees to comply with any written request by Lender within ten (10) days after receipt by Borrower of such request. Fellure by Borrower to so comply shall, at the option of Lender, upon notice to Borrower, constitute an event of default under the Loan. PUBLICITY. The Lender, at its option, may announce and publicize the source of the financing granted hereunder, by means and media selected by the Lender. The Lender, at its option, may deliver th any prpperty(ias) pledged as security for the repayment of the lean signs for display indicating that the Lender is providing the financing for the promises, if such sign is provided by the Lender, Borrower agrees to cause the sign to be displayed in such place by suitably affixing the sign to a structure on the site, and to maintain the display of such sign for the duration of the Loan. LEASES. All lasses pursuant to which Borrower shell lease to third parties portions of any property(les) pledged as security for the repayment of this loan shall be subject to prior written approval by the Lender (i) as to form and content and (ii) as to the identity and financial condition of leases. RE-APPRAISALS. In the event that during the term of this loan or any extension thereof, Lender shait deem it necessary to obtain a current appraisal of any property(las) pledged as security for the repayment of this lean, Lender shell engage the services of an appraiser acceptable to it end Borrower agrees to pay the fee charged by such appraiser in providing the current appraisal. FEDERAL TAX IDENTIFICATION NUMBER. Borrower shall provide Lender with Borrower's Federal employer's identification number. RIGHT OF SETOFF. Borrower grants to Lender a contractual security interest in, and hereby assigns, conveys, delivers, pledges, and transfers to Lender all Borrower's right, title and interest in and to, Borrower's accounts with Lender (whether checking, savings, or some other account), including without limitation all accounts held jointly with someone else and ell accounts Borrower may open in the future, excluding however all IRA and Keogh accounts, end all trust accounts for which the grant of a security interest would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff alt sums owing on the Indebtedness against any and all such accounts. EVENTS OF DEFAULT. Each of the following shall constitute an Event of Default under this Agreement: Default on Indebtedness. Failure of Borrower to make any payment when due on the Leans. Other Defaults. Failure of Borrower or any Grantor to comply with or to perform when due any other term, obligation, covenant or condition contained in this Agreement or in any of the Related Documents, or failure of Borrower to comply with or to perform any other term, obligation, covenant or condition contained in any other agreement between Lender and Borrower. Default in Favor of Third Partlee. Should Borrower or any Grantor default 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 or any Grantor's abifity to repay the Loans or perform their respective obligations under this Agreement or any of the Related Dcouments. False Statements. Any warranty, representation or statement made or furnished to Lender by or on behalf of Borrower or any Grantor under this Agreement or the Related Documents is false or misleading in any material respect at the time made or furnished, or becomes false or misleading at any time thereafter. Defective Collaterallzatfon. This Agreement or any of the Related Documents ceases to be in fuji fome and effect (including failure of any Security Agreement to create a valid and perfected Securi!¥ Interest) at any time and for any reason. Insolvency. The dissolution or termination of Borrower's existence as a going business, the insolvenoy 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, rebossessico or any other method, by any creditor of Borrower, any creditor of any Grantor against any collateral securing the indebtedness, or by any governmental agency. This includes a gamishmeot, attachment, or levy on or of any of Borrower's beposif accounts with Lender. However, this Event of Default shell not apply if there is a good faith dispute by Borrower or Grantor, as the case may be, as to the velidify or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding, and if Borrower or Grantor gives Lender written notice of the creditor or forfeiture proceeding and furnishes reserves or a surety bond for the creditor or f~rfeltura proceeding satisfactory to Lender. 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. Lender, at its option, may, but shalt not be required to, permit the Guarantor's estate to assume uncondifionelly the o~[gaticos arising under the guaranty in a manner satisfactory to Lender, and, in doing so, cure the Event of Default. Change In Ownership. Any change in ownership of twenty-five percent (25%) or mare of the common stock of Borrower. Adverse Change. A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance of the Indebtedness is impaired. Year 2000 Compliance Failure. Failure to meet the deadlines required in the Year 2000 Compliance Agreement to be Year 2000 Compliant or a reasonable likelihood that Borrower cannot be Year 2000 Compliant on or before December 31, 1999. Right to Cure. if any default, ct~er than a Default on Indebtedness, is curable and if Borrower or Grantor, as the case may be, has not been given a notice of a similar detault within the presedihg twelve (12) months, it may be cured (and no Event of Default will have occurred) if Borrower or Grantor, as the case may be, after receiving written notice from Lender demanding cure of such default: (a) cures the default within ten (10) clays; or (b) if the cure requires more than tan (10) days, immediately initiates steps which Lender deems in Lender's sola discretion to be sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. EFFECT OF AN EVENT OF DEFAULT. If any Event of Detauit shell occur, except where otherwise provided in this Agreement or the Related Documents, ali comthitmeots and obligations of Lender under this Agreement or the Related Documents or any other agreement immediately will terminsta (including any obligation to make Loan Advances or disbursements), and, at Lender's option, all Indebtedness immediately will become due and payable, all without notice of any kind to Borrower, except that in the case of an Event of Default of the type described in the 'insolvency" subsection above, such acceleration shall be aufometic and not optional. In addition, Lender shall have ail the rights and remedies provided in the Related Documents or available at law, in equity, or otherwise. Except as may be prohibited by applicable law, all of Lender's rights and remedies shall be cumulative and may be exercised singularty or concurrant~y. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an e~ection to make expenditures or to take action to perform an obligation of Borrower or of any Grantor shell not affect Lender's right to declare a default and to exemise its rights and remedies. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a pert of this Agreement:. Amendments. This Agreement, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Agreement. No eltaration of or amendment to this Agreement shell be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Applicable Law. This Agreement has been delivered to Lender and accepted by Lender In the Commonwealth of Pennsylvania. If there is a lawsuit, Borrower agrees upon Lender's request to submit to the Jurisdiction of the courts of Cumberland County, the Commonwealth of Pennsylvania. 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. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania. Caption Headings. Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or define the provisions of this Agreement. Multiple Parties; Corporate Authority. All obligations of Borrower under this Agreement shell be joint and several, and all references to Borrower shell mean each and every Borrower. This means that each of the persons signing below is responsible for all obligations in this Agreement. Consent to Loan Participation. Borrower agrees and consents to Lender's sale or transfer, whether now or later, of one or more participation inter-~sts in the Leans to one or more purchasers, whether re~ated or unrelated to Lender. Lender may provide, without any itmitation whatsoever, to andy one or more purchasers, or potential purchasers, any information or knowledge Lender may have about Borrower or about any other matter relating to the Loan, and Borrower~ h~reby waives any rights to privacy it may have with re.,~t to such matters. Borrower edditicnslly waives any and all notices of sa~e of particil~ ? ~intarests as well as all notices of any ropumhase {~h pa~cipation ntarests. Borrower aso agrees that 03-31-1999 ~,6 BUSINESS LOAN AGRE :~'NT Page 5 Loan No 2805450 (Continued) rights granted under, the participation agreement or agreements governing the sale of such participation interests. Borrower farther waives all dghts of offset or countemlaim that it may have now or later ,against Lender or against any pumhaser of such a participation interest and unconditionally agrees that either Lender or such purchaser may enforce Borrower's obligation under the Loans irrespactive of the failure or insolvency of any holder of any interest in the Loans. Borrower further agrees that the purchaser of any such participation interests may enforce its interests irrespective of any personal claims or defenses that Borrower may have against Lender. Costa and Expenses. Borrower agrees to pay upon demand all of Lender's expenses, including without limitation attomeys' fees, incurred in connection with the preparation, execution, enforcement, modification and collaction of this Agreement or in connection with the Loans made pursuant to this Agreement. Lender may pay someone else to help collect the Loans and to enforce this Agreement, and Borrower will pay that amount. This inoludes, subject to any limits under applicabla law, Lender's attomeys' fees and Lender's legal expenses, whether or not there is a lawsuit, including attorneys' fees for bankruptcy proceedings (inoluding efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated pest-judgment collactton services. Borrower also will pay any court costs, in addition to all other sums provided by law. Notices. All notices required to be given under this Agreement shall be given in writing, may ha sent by tetefacsimile (unless otherwise required by law), and shall be effective when actually delivered or when deposited with a nationally recognized overnight courier or deposited in the United States mail, first class, postage prepaid, addressed to the party to whom the notice is to be given at the address shown above. Any party may change its address for notices under this Agreement by giving formal written notice to the other parties, specifying that the puq)ose of the notice is to change the party's address. To the extent permitted by applicabla law, if there is more than one Borrower, notice to any Borrower wirl constitute notice to all Borrowers. For notice purposes, Borrower witl keep Lender informed at all times of Borrower's current address(es). Severablllty. If a court of competent jurisdiction finds any provision of this Agresmant to be invalid or unenforceable as to any person or circumstance, such finding shall not render that provisk)n invalid or unenforceable es to any other persons or circumstances. If feasible, any such offending provision shall be deemed to ha modified to be w~thin the limits of enforceability or validity; however, if the offending provision cannot be so modified, it shall be stricken and alt other provisions of this Agreement in all other respects shall remain valid and enforcaabla. Subsidiaries and Affglatee of Borrower. To the extent the context of any provisions of this Agreement makes it appropriate, including without limitation any representation, warranty or covenant, the word "Borrower' as used herein shall include all subsidiaries and affiliates of Borrower. Notwithstanding the foregoing however, under no circumstances shall this Agreement be construed to require Lender to make any Loan or other financial accommodation to any subsidiary or affiliate of Borrower. Successors and Assigns. All covenants and agreements contained by or on behalf of'Borrower shall bind its successors and assigns and shall inure to the benefit of Lender, its successors and assigns. Borrower shall not, however, have the right to assign its righls under this Agreement or any interest therein, without the prior written consent of Lender. Survival. All warranties, representations, and covenants made by Borrower in this Agreement Or in any certificate or other instrument delivered by Borrower to Lender under this Agreement shall ha considered to have been relied upon by Lender and will survive the making of the Loan and delivery to Lender of the Related Documents, regardlass of any investigation mede by Lender or on Lender's behalf. Time la of the Eeeence. Time is of the essence in the pariormsnce of this Agreement. Waiver. Lender shall not be deemed to have waived any rights under this Agreement unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any rlgl'ff shall operate as e waiver of such right or any other right. A waiver by Lender of a provision of this Agreement shall not prejudice or constitute a waiver of Lender's right otherwise to demand sb'ict compliance with that provision or any other provision of this Agreement. No pdor waiver by Lender, nor any course of dealing between Lender and Borrower, or between Lender and any Grantor, shall constitute a waiver of any of Lender's rights or of any obligations of Borrower or of any Grantor as to any future transactions. Whenever the consent of Lender is required under this Agreement, the granting of such consent by Lender in any instance shall not constitute continuing consent in subsequent instances where such consent is required, and in all cases such consent may ha granted or withheld in the sole discretion of Lender. BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS BUSINESS LOAN AGREEMENT, AND BORROWER AGREES TO ITS TERMS. THIS AGREEMENT IS DATED AS OF MARCH 31, 1999. THIS AGREEMENT HAS BEEN SIGNED AND SEALED BY THE UNDERSIGNED. BORROWER: 4 NU Marketing, Inc. Brant L Carman, Vice Preslde-I'tt ( Corporate Seal ) Secretary o LENDER: / Comm~x~anld~arrlaburg, N/atlonal A..clatlon O.,oer/ ' [ U Exhibit C ,Commerce Bank. September 28, 2000 4 NU Marketing, Inc. Account No. 280540 4 NU Mark~'.'ing, Inc. 140 RooseYelt Ave., Suite 209 York, PA 17'404 Dear Sirs, This loan is past due for payments for July 30, 2000, August 30, 2000. You were sent timely notice of these payments. The bank is hereby demanding payment in full on this loan by 3:00 p.m. on October 10, 2000. This is your final notice. Through September 27, 2000, the indebtedness that you owe the bank is $92,382.08 plus any ath~rneys' fees and other costs of collection. Such $92,832.08 is computed as follows: Principal through 9/27/00 Interest through 9/27/00 Late fees th.'ough 9~27~00 Total $90,152.37 2,591.89 87.82 $92,832.08 Interest continues to accrue currently on such indebtedness on a per annum basis at Commerce Bank/Harrisburg, NA Prime Rate plus one and one-half percent per annum, on a floating basis. Currently this equals eleven and one-half (11.50%) percent. The current per diem accrual is $28.80. Any attorneys' fees and collection costs will also acc[ue. Commerce Bank, N.A, RO. Box 8599 100 Senate Avenue Camp Hill, Pennsylvania 17001-8599 You should contact me in person or by telephone at (717) 975-5630 to determine the exact payoff amount. If the indebtedness that you owe the bank is not paid in full on or before October 10, 2000 we will instruct our attorneys to proceed immediately against you and your property in order to collect the indebtedness. Such action will include among other things the entry of. judgment by confession against you. Very truly ~'ours, IdaC. Amsden Vice President/Asset Quality DCA CC; G. Beneventano, Esq. Jerome Kubicki Stephanie Kubicki Dennis Shockley Marly Trimmer Brent Carman Roger Guttridge Via Regular U.S. Mail Via Certified Mail, return receipt requested Exhibit COMMERCIAL GUARAN -Y References in the shaded area are lor Lender's use only and do not limit the applicabll~ of this document to any particular loan or item. Borrower: 4 NU Marketing, thc. (TIN: 2329157~5) Lender: 1600 Pennsylvenl· Avenue York, PA 17404 Guarantor: Brant L Carman 2195 Ridge View Road Dallaxtown, PA 17313 Main Office/Commercial Co~t Center P.O. Sox 8599 100 Senate Avenue Camp Hilt, PA 1TI)01-8599 AMOUNT OF GUARAK]'Y. This is · guaranty of payment of 100.000% of the Note, Including without llmlMtlon the principal Note ·mount of One Hundred Twenty Five Thousand & 00/100 Dollars ($125,000.00). GUARANTY. For good ·nd valuable consideration, Brant L. Carman ('Guarantor") ab·olut"ly end unconditionally guerantoee end promises to pay to Commerce Benk/Harrieburg, National Aesoclatlon ("Lender") of It. order, on demand, In legal lender al the United St.tee of Am"rice, I00.000% al the Indebt"clnesl (al that term ta defined below) of 4 NU Marketing, Inc. ('Sorrower') to Lender on the terme and cond/tlone act torth In thle Guaranty. Guarantor egrele that Lender, In its sola dlanroflon, may determine which portion of Borrower'e Indebtednese to Lender ta covered by Guarantor'. percentage guaranty. DEFINITIONS. The tblfowing words shall have the following meanings when used in this Guaranty; Sorrower. The word 'Borrower' moans 4 NU Marketing, Ir,c.. Guarantor. The word 'Guarantor' means Srant L. Carman. Guaranty. The word 'Guaranty' means this Guaranty mode by Guarantor for the benefit of Lender dated Mamh 31, 1999. Indebtedness. The word "Indebtedness' means the Note, including (el all princJpel, (bi all interest, (c} eli late charges, (d) all lean taee end loan charges, and (e) all collectinn costs end expenses relating to the Note or to any coil.torsi for the Note. Collection costs end expenses include without lim~aiton all of Lender's eltomeys' fees end Lender's legal expenses, whether or not ·uti is instituted, and attorneys' fees and legal expenses for bankroptcy proceedings (including efforts to modify or vacate any automatic slay or injunction), appalls, and any anticipated post. Judgment c~isction services. Lender. The word 'Lender' mu"os Commerce Bank/Harrisburg, N·tionel Association, its successors and assigns. Note. The word 'Note' means the promissory note or credit agreement dated Mamh 31. 1999, Iff tho original principal amount al Irom Borrower to Lender, together with all renewals of, extensions of, modifications of, retlnancinga of, consolidations of, and Substitutions for the promissory note or agreement. Notice to Guarantor: The Note evidence/a revolving Dine of credit from Lender to Sorrower. Related Documents. The words 'Related Dncumanis" mean and include without limitation all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agraemonis, mortgages, deeds of trust, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness. MAXIMUM UABILITY. The maximum liability of G,)·rantor under this Guaranty shell not exceed ·t any one time 100.000% of the amount of the Indebtednesl described above, plus ·Il costs and expanses of (al enforcement of thio Guaranty ·nd (bi callentlon and ella of any collateral eecurtog thte Guaranty. The above I/mit. lion on liability is not a restriction on the amount ct the Indebtedness of Borrower to Lender either in the aggregate or at any one time. II Lander preeenity holds one or more guaranties, or hereafter receives additional guarenites florn Guarantor. the rights of Lender under all guaranties shall be cumuistive. This Guaranty shell not (unless specifically provided below to the contrary) effect or invalldofe any such other guarantios. The liability Gl Guaranlor will be the eggragata lisbiJity of Guarantor under Iha terms of this Guaranty end any such Other untermlnated guaranifes. NATURE OF GUARANTY. Guarantor intends to guarantee at all times the perforrnanoe ·nd prompt payment when due, whether al metority or eedlar by reason of accel"ration or otherwise, of all indebtedness with/n the limits set forth in Ih· preceding section of this Guaranty, This Guarenty coy"ri · revolving line of credit and auarentor underxtende and agreee that this guarantee cheil bo open and contlnuoue until the line of credit t" terminated end the Indabtedneee t" paid In full. ee provided boiow. OURATION OF GUARANTY. This Guaranty will lake effect when received by Lender without the necessity of any acceptsoce by Lender. or any notice to Guarantor or to Borrower, and will continue in full tome until ell Indebtedness shall have been tully and finally paid and satisfied and all otimr obligations of Guarantor under this Guaranty shall have haan performed in full. Release of any other guarantor or termination of any other guaranty the Indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation received by Lender from any one or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. Thio Guaranty covers · revolving line al credit end it t" ·paclflually antlclpeted that fluctuations will occur In the aggregate amount of Indebtedness owing from Borrower to Lender. Guarantor spoclfloatiy acknowledges end egrael that fluctuations In the amount of Indebtedness, even to zero dollara ($ 0.00), ·hall not conxtltute · termination of this Guaranty. Goarantor'. liability under thio Guaranty cheil terminal" only upon (el termination In writing by Borrower and Lender of the line of cravat. (bi payment of the Indebtedness In tull In legal tender, end (c) payment in full in legal tender al eli other obtigltione al Guarantor under thio Guaranty. GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, without notice or dentand and without leeeening Guarantor'e lisbltity under this Guaranty, from time to time: (e) to make one or more eddltlonel secured or uneeeurod loans to Sorrower, to equipment or ether goods to Sorrower, or otherwise to extend addlttonel credit to Borrower; (bi to alter, compromlel, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of the thdedtednese or any pert of the Indebtednese, Including Increeeee end docreeees al the rate of Interest on the Indedtednese; extenelooa may bo repeated and may be for longer than the original loan term; (c) to take end hold eesurlty for the payment of thio Guaranty or the Indebtednese, end exchange, enforce, waive, subordinate, fell or decide not to perfect, end release any ouch eecurity, with or without the eubxtltutton of new ~olletarel; (d) to lubefltute, agree not to lue, or dell with any one or more of Borrower'· eurefles, endorelra, or other guarantors on any ternm or In any manner Lender may choose; (e} to determine how, when end what application al payment" end credit" cheil be made on the Indebtedness; (fi to apply ·uGh eenurlty and direct the order or manner of ella th"rent, Including without limit"lion, any nonjudicial ·ale permitted by the terms of the controlling eocurlty agreement or deed al tguet, es Lender In It. dl·cratlon may determine; (gl to elll, tmnefar, ·eslgn, or grant Pertlclpatlon~ In all or any part al the Indebtednees; and (hi to assign or trenefer thio Guaranty In whole or In part GUARANTOR'S; REPRESENTATIONS AND WARRANTIES. Guaranthr represents and warrants to Lender that (al no representations or agreements of any kind have been mode to Guarantor which would lirnlt or qualify in any way the terms Gl this Guaranty; (bi this Guaranty la executed at Borrewer'e request and not at the requast of Lande~, (c) Guarantor has full power, right and authority to enter into this Guaranty; (d) the provisions of this Guaranty do not conitict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in e vic~aflon of any law, regulation, court decree or order applicable to Guarantor; (e) Guarantor has not end will not, wltilout the prior writlen consent of Lender, sell, lease, eselge, encumber, hypothecet", transfer, or otherwise dispose of all or eubstanflaily ell of Guarantor's assets, or any interest therein; (t) upon Lender's request, Guarantor will Provide to Lender financial and credit information in form acceptable to Lender, and ell such financial information which eurranity 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 fa/dy present the financial condition of Guarantor es of the dates the financial information is provided; (gl no material adverse change has occurred in Guarantor's itnen~lal condition since the date of the most resent flnanoisl statements provided to Lender end no event has occurred which may materially adversely ellecl Guarantor's financial condlllon; (hi no IltigalJon, cislm, invesllgelion, adminisiralk, e Proceeding or s~nlier eclicn (Including those for unpaid taxes) e~afnsI Guarantor is pending or threatened; (ii Lender has mad· no representation to Guarantor as fo the credilworihiness of Sorrower; and (j) Guarantor has established adequate means of obtaining from Sorrower on a continuing basis intone.lion regarding Borrower's financial condition. Guarantor agree· to keep adequately informed from such means of any fools, ovenis, or cirournstancos which m~ghl in any way effect Guarantor's risks under this Guaranty, and Guarantor further agrees that Lender shall have no ol~igaUon to disclose to Guarantor ·ny information or documents acquired by Lender in the course of its relationship with Borrower. GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waive· any right to require Lender (al to conitnua lending money or to extend other credit to Borrower; (bi tO make any preeentmont, protest, demand, or notice of any kind, including notice of any nonpaymont of the Indebtedness or of any nonpayment related to any coil.tar"l, or notice of any action or nonaciton on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indobteqness or in connection with the oreeiton ct new or addtiionaJ loans or obligations; (c} to resort for payment or to proceed direcity or at once against any person, including Borrower or any other guarantor; (d) to Proceed dlrecity against or exhaust any coil,total held by Lender from Borrower, any other guarantor, or any other person; (el to give notice of the terms, time, and pt"ca of any public or private sate o! personal property Security held by Lender from Borrower or to comply with any other applicable provisions Gl the Uniform Commemial Code; (fi to pursue any other remedy within Lender's power; or ~, to commll any sci or omissinn of any kind, or st any time, with respect to any 03-31-1999 COMMERCIAL GUARANTY Page 2 Loan No 2805450 (Continued) matter whatsoever. ' If now or hereafter (a) Borrower shall be or become insolvent, a~d (b) th~ Indebtedness shall nol at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives end relinquishes in favor of Lender and Borrmver, and their respective successors, any oleim or right to payment Guarantor may now have or hereatter have or acquire against Sorrower, by subrogation or ofherwise, an ti'mt at no t/me shall Guarantor ha or become a 'creditor' of Borrower within the meaning of 1 f U.S.C. section 547(b), or any successor provision of the Federal bankruptcy 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 bower of sale; (b) any election of remedies by Lender which destroys or otherwise advemely affects Guaractor's subrogation rights or Guerentor's rights to proceed against Borrower for ralmbursement; including wlttx)ut limifatton, any lose of rights Guarantor may suffer by reason ol any law limiting, qualifying, or discharging the Indebtedness; (c) any disability or other defense of Borrower, of any other guarantor, or o! any other parson, or by reason of the cesuatior~ of Borrower's liability from any cause whatsoever, other than paymunt in full in legal lender, of the Indebtedness; (d) any right to claim discharge of Iha Indebtedness on the basis of unjustified Impairment of any collateral lor the Indebtedness; (e) any statute of limitations, If at any time any acifon or suit brought by Lender against Guarantor is cornmenced there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limifaifons; 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 voluntar~y or ofharwlea, or by any third pady, on the Indebtedness and thereafter Ler~:tar Is forced to remit the amount of that paymanl to Borrower's truatae irt bankruptcy or to any similar person under any federal or state bankruptcy Jaw or law for the relief of debtors, the Indebtedness shall ha considered unpaid for the purpose of enfercement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions Io the arncunt guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whelher such ctalm, demand or righl 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 fo~J~ above is made with Guarantor's full knowledge of tis algrtificanca end c(x~sequancee and that, uorter the cimumstancea, the weivem em reesormble end not cuntrary to public policy or law. If any such waiver Is determined to be cuntrsry to any applicable law or public boticy, such waiver shall be effective ordy to the extent parmifted by law or public policy. LENDER'S RIGHT OF SETOFF. In addition to all liars upon and rights of eetoft against the moneys, seaufiflea or other properly of Guarantor given to Lender by law, Lender shall have, with respect to Guarantor's obligations to Lender under this Guaranty and to the extent pamflttad by law, e conlractual security interest In and · right of oetoff against, and Guarantor hereby assigns, conveys, delivers, pledges, and trar~tars to Lender ell of Guarantor's right, ttfle and interest in end to, all deposits, moneys, securities and other property of Guarantor now or hereafter in the possession of or on deposit with Lender, whether held in a garmraJ or special account or deposit, whaftmr bald jointly with someone alee, or whether held for safekeeping or otherwise, excluding however all IRA, Keogh, and trust accou~'ds. Even/such security interest and right of eetoff may be exercised without demand upon or notice to Guarantor. No security interest or right of eatoff shall be deemed to have been waived by any act or conduct on the part of Lander or by any neglect to exemise such right of uatoff or to enforce such security interest or by any delay in so doing. Every right of estoff and security interest shall coritinue In full rome and effect until such right of sctoff or security interest Is specifically waived or ralessed by an insti'uroent in writing executsd by Lender. SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the Indebtsd~ees of Borrower to Lender, whether now existing or hereafter created, shall be prior 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 ac~oont whatsoever, to any ctsim that Lender may now or hereafter have against Borrower. In the event oF Insolvancy and consequent liquidation of the assets of Borrower, through bankruptcy, by an esalgnment for the benofit of creditors, by voluntary liquidation, or othetwloe, the assets of Borrower appticable to the payment of the claims of both Lender and Guarantor Shall be paid to Lender and shaJl be first applied by Lender ~ the It'~debredness of Borrower to Lender. Guarantor does hereby assign to Lender all claims which it may have or acquire against Borrower or age,st any easlgnee or trustee in bankruptcy of Borrower; provided however, that such assignment shall be Offesflve only for the purpose of essuring to Lender fLdl payment in legal tender of the Indeblednees. If Lender so requests, any notes or credit agreements now or hereafter evidencing any debts or obligations of Borrewer to Guarantor shall be marked with a legend that the same am su~ecf to this Guaranty and shall be delivered to Lender. Guarantor agrees, and Lertcler hereby is authorized, In the name of Guarantor, from time to time to execute and file financing statements and continuation statements and to execute such other documents and to take such ofher actions as Lender dearns necessary or appropriate to perfect, preserve and aniome ~ts rights under thIs Guaranty. MISCELLANEOUS PROVISIONS. The following miscallanecus provisions are a part of this Guarsnly: 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 Guaranfy shall be efiective unless given in writIng and slgoed by the party or parties sought to be charged or bound I~y the alrsrstion or a~nt. Applicable Law. This Guaranfy has been delivered to Lender and accepted by Lender in the Comrncmvesifh of Per~syivenis. If there is a lawsuit, Guarsnlor agrees upon Le~fer's request to submit to the jurisdiction of the courts of Cumberland County, Commonwealth Of Pennsylvania. 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. This Guaranty shall be governed by and construed in aCCordeuce with the laws of the Commonwealth Of Pennsylvania. Attorneys' Feee; Expenses. Guarantor agrees to pay upon demand ell of Lender's co, ts end expenses, including eftomays' taes and Lender's legal expanses, incurred in co~nectk~ with the enforcement of this Guaranty, Lender may pay someone else to halp enforce this Guaranty, er~ Guarantor shell pay the costs and expenses of such entomemant. Costs and expenses include Lender's attorneys' fees end legal expanses whether or not thers is · lawsuit, IncludIng attorneys' fees and legal expanses for bankruptcy proueeding~ (end fi~.Judlng efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services. Guarantor ciao shall pay all court coats and such additional fees es may be directed by the court. Noflcee. All notices required to be given by either party to the other under this Guaranty shall ha In writing, may ha sent by talofecsindle (ut'deaa other'wise required by law), and ehaJl be effective when actually delivered or when deposited with a oetionally recognized overnight courier, or when deposited in the United States mall, first class postage prepaid, addressed to the party to whom the notice Is to be given et the address shown abeve or to such other addresses es either party may designate to the other in wrif~. If there Is more than one Guarantor, notkrs to any Guarantor will constitute notice to all Guarantors. For notice purposes, Guarantor agrees tO keep Lender informed at all times of Guarantor's currant address. Interpretation. In all cases where there is more than one Borrower or Guarantor, than all words used In this Guaranty in the singular shall bo deemed to have been used in the plural where ftm context and construction so require; end where there is m~re than ene Borrower named in thIs Guaranty or when this Guaranty ia executed by more than orm Guarantor, the words 'Borrower' and 'Guarantor' respac~,vely shall mean all and any one or mom of them. The words 'Guarantor,' 'Borrower,' and 'Lender' Include the hairs, successors, assigns, and trenctarses of each of them. Caption headings in thIs Guaranty ere for convenience purposes only and are not to be used to Intarprel or define the provisions of this Guaranty. If a court of competent juriadicifun if~ds any provision of this Guarenfy to be invalid or unenforceable as to any parson or circumstance, such finding shell not render that provision invalid or unenforceable es to any other parsons or clmumatancee, and all provisk:~s of this Guaranty in all other respects shall remain valid and enlorceable, if any una or more of Borrower or Guarantor are cerporattuns or partoerahipa, it Is nor necessary for Lerner to inquire into the powers of Borrower or Guarantor or of the officers, directors, partners, or agents acting or purporfing to act on their behalf, and any thdebtedoees made or created in reliance upon the professed exercise of such puw6rs shall ha guarentead under this Guaranty. Waiver. Lender shall not be deemed to have waived any rights under this Guaranty L~Iess 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 cons~ute · waiver of Lender's right otherwise to dernm~ strict complisnoe with trml prevIsion or any other provislun of this Guaranty. No prior waiver by Lender, nor any course of dealing hatwean Lender and Guarento~', shall co~stfiuta a waiver of any of Lender's rights or of any of Guarantor's obligations as to any luture transactions. Whenever Ihs consent of Lender ia required under this Guaranty, the granting of such consent by Lender In any Instance shall not constitute continuing cormerti[ to subsequent instenoes where such consent Is required and In all cases such consent may be granted or withheld in the sole discretion Of Lender. 03-31-1999 Loan No 2805450 COMMEI~CIAL GUARA! (Continued) Page 3 COI~FESSION OF' JUDGI~ENT. GUARANTOR HEREBY IRREVOCABLY AUTHORIZES AND EMPOWE~RS AN~' ATI'ORNEY OR TH PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME F¢ GUARANTOR AFTER A DEFAULT UNDER THIS GUARANTY, AND WITH OR WITHOUT COMPLAINT FILED, AS OF ANY TERM, CONFESS C ENTER JUDGMENT AGAINST GUARANTOR FOR THE ENTIRE PRINCIPAL BALANCE OF THIS GUARAN'P(, ALL ACCRUED INTEREST, LA' CHARGES, AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING TI' INDEBTEDNESS TOGETHER WITH INTEREST ON SUCH AMOUNTS. TOGETHER WITH COSTS OF SUIT, AND AN ATI'ORNEY'S COMMISSION O, TEN PERCENT (10%) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS 'FHA FIVE HUNDRED DOLLARS ($500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FO[: SO DOING, THIS GUARANTY OR A COPY OF THIS GUARANTY VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORI1 GRANTED IN THIS GUARANTY TO CONFESS JUDGMENT AGAINST GUARANTOR SHALL NOT BE EXHAUSTED SY ANY EXERCISE OF TH.~ AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT JN FULL OF ALL AMOUNTS DUE UNDER THI~ GUARANTY. GUARANTOR HEREBY WAIVES ANY RIGHT GUARANTOR MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH AN SUCH CONFESSION OF JUDGMENT. EXCEPT ANY NOTICE AND/OR HEARING REQUIRED UNDER APPLICABLE LAW WITH RESPECT T( EXECUTION OF THE JUDGMENT, AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION C JUDGMENT PROVISION TO GUARANTOR'S ATI'ENTION OR GUARANTOR HAS SEEN 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 GUARAN'FY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND DELIVERY OF THIS GUARAN'rY 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 MARCH 31, 1999. THIS GUARANTY HAS BEEN SIGNED AND SEALED BY THE UNDERSIGNED. GUARANTOR: Brant L. Carman Signed, enld~owledged and ~ellvered In the presence of: X Witness Exhibit E Guy P, BENEVENTANO December 8, 2000 VIA CERTIFIED MAIL RETURN RECEIPT REQUESTED Dennis E. Shockley 923 Greenbriar Road York, PA 17404 Marty L. Trimmer / 2970 Persimmon Drive York, PA 17404 Stephanie A. Kubicki 2642 Wedgewood Way York PA 17404 Brent L. Carman ~ 2195 Ridge View Drive Dallastown,'PA 17313 Jerome E. Kubicki / 2462 Wedgewood Way York, PA 17404 Re: 4 NU iVfarketing, Inc.~Commerce Bank Business Loan Agreement 633.906 Gentlemen and Ms. Kubicki: I write to you on behalf of my client, Commerce Bank, in connection with the above-identified Business Loan Agreement. On March 31, 1999, 4 NU Marketing, Inc. (hereinafter "NU Marketing"), executed and delivered to Commerce Bank a Promissory Note evidencing its obligation to Commerce Bank under a commercial loan in the principal amount of $125,000, together with interest and other charges. Commerce Bank advanced the full amount of the $125,000 to NU Marketing under the Note. Pursuant to the Business Loan Agreement, loan guarantees were required from the four of you prior to disbursement of the loan proceeds. Each of you signed a commercial guaranty instrument obligating you to pay to Commerce Bank 100% of the indebtedness of NU Marketing in the event that it defaulted on its loan obligation to Commerce Bank. December 8, 2000 Page - 2 - As you are aware, NU Marketing is substantially in default on its loan obligation. Accordingly, Commerce Bank is hereby making a demand upon each of you for repayment of the loan obligation. You have ten days from the date of this letter to contact me in order to discuss the possible terms of the loan repayment. If you fail to contact me within the next ten days, the Bank will consider enforcing all of its rights under the commercial guaranty agreement which you signed, including instituting suit against you for collection of the debt. Thank you for your prompt attention to this letter. Very truly yours, uy P. Beneventano GPB:gls cc: David C. Amsden, Vice President 245217 Exhibit F · Complete items 1, 2, and 3. Also complete item 4 if Res'tdcted Delivery is desired. · Pdnt your name and address on the reverse so that we can return~the card to you. · Attach this card to the back of the mailpiece, or on the front if space permits. t, Article Addressed to: 2195 RIDGE VIEW DRIVE DALLASTOWN PA 17313 3. Service Type [~ Certified Mail ¢-f Registered ¢"1 Express Mail ~] Return Receipt for Merct3a~dise ~ Insure(/Mail E] C.O.D, 4. Restricted delivery? (Extra Fee) 2. Article Number (Copy from service label) 7099 3400 0001 4127 8023 PS Form 3811, July 1999 Domestic Return Receipt ,- II {~ rs -Class Mail dress, ~ Z~P+4 in' this boxy, GL~ p. BENEVENTANo ESQUIRE METTE EVANs & WOODsIDE 3401 NORTH FRONT S~ET P 0 BOX 5950 MARRISBURG PA 17110-0950 4 I~ MARKETIN~ SHERIFF'S RETURN - CASE NO: 2001-01208 P COMMONWEALTH OF PENNSYLVANIA: COUNTY OF CUMBERLAND COMMERCE BANK/HARRISBURG NA VS CARMAN BRENT L OUT OF COUNTY R. Thomas Kline duly sworn according to law, says, that he made and inquiry for the within named DEFENDANT CARMAN BRENT L but was unable to locate Him in his deputized the sheriff of YORK serve the within COMPLAINT & NOTICE Sheriff or Deputy Sheriff who being a diligent search and , to wit: bailiwick. He therefore County, Pennsylvania, to On March 29th , 2001 this office was in receipt of the attached return from YORK Sheriff's Costs: Docketing 18.00 Out of County 9.00 Surcharge 10.00 DEP. YORK COUNTY 28.28 .00 65.28 03/29/2001 METTE, So answers~r'. ~ ~,~ ; ~ R. Thomas Kline Sheriff of Cumberland County EVANS & WOODSIDE Sworn and subscribed to before me this 30~2~ day of~Pta~ Prothonotary COUNTY OFYORK OFFICE OF THE SHERIFF 28 EAST MARKET S3~, YORK, PA 17401 SERVICE CALL (717) 771-9601 SHERIFF SERVICE PROCESS RECEIPT, and AFFIDAVIT OF RETURN 3. DEFENDAN~/~o~[q%~rc~ Bank/Harrisburg Brent L. Carman SERVE 2. COURTNUMBER 01--1208 Civil 4. TYPE OF WRIT OR COMPLAINT Notice & Complaint AT 7. INDICATE SERVICE: O PERSONAL ~l PERSON IN CHARGE )(3 DEPUTIZE C Lm~']E~ d ' [3 1 ST CLASS MAIL [~ POSTED NOW 3 / '~ / 0 ] 19 I, SHERIFF OF)~K C~.~J.N~Y~, dO hereby d.ep~l~t~TI9 the sheriff of York COUNTY to ex~l['&~e r~l~"~,~r_eoaf according to law. This deputation being made at the request and risk of the plaintiff, r. -~ ~ ' - ~ ~ ..mf.,4,,,~.F 8. SPECIAL INSTRUCTIONS OR OTHER INFORMATION THAT WILL ASSIST IN EXPEDITING SERVICE: Cumberland 5. NAME OF INDIVIDUAL, COMPANY, CORPORATION, ETC. TO SERVE OR DESCRIPTION OF PROPERTY TO BE LEVIED, ATTACHED, OR SOLD. Brant L. Carman 6. ADDRESS (STREET OR RFC WITH BOX NUMBER, APT NO., CITY, BORO, TWR, STATE AND ZiP CODE 2195 Ridqe View Rd, Dallastown, PA 173!3 [3 OTHER ADVANCE FEE PAID BY CUMBEP~LAND COUNTY SHERIFF NOTE ONLY APPLICABLE ON WRIT OF EXECUTION: N.S. WAIVER OF WATCHMAN - Any deputy sheriff levying upon or attaching any property under within writ may leave same without a watchman, in custody of whomever is found in possession, after notifying person of levy or attachment, without liability on the part of such deputy or the sheriff to any plaintiff herein for any loss, destruction, or removal of any property before sheriff's sale thereof. 9. TYpEG[3~.NAMEp. ANDB~N_~f.~2.~iTANO ~ADDRESS of ATTORNEY/ORIGINATOR~sQ. and SIGNATURE 10. TELEPHONE NUMBER 11. 3/2/01DATE FILED 3401 N. FRON~£ ST., PO BOX 5950, Harrisburg, PA 17110-0950 ~3~'~--~ 12, SEND NOTICE OF SERVICE COPY TO NAME AND ADDRESS BELOW: (This area must be completed if notice is to be mailed). CUMBERLAND COUNTY SHERIFF SPACE BELOW FOR USE OF THE SHERIFF ONLY - DO NOT WRITE BELOW THIS LINE 13.or complaint as indicated above.I acknowledge receipt of the writ J. ~UDw[GSIGNATURE OF AUTHORIZED CLERK 14.3/5/0]-Date Received 4/1/0].15' Expiration/Hearing Date 16. HOW SERVED: PERSONAL ( ) RESIDENCE ( ) POSTED ( ) POE ( ) SHERIFF'S OFF ( ) OTHER,{,~ SEE REMARKS 17. CJI her.~ certify and return a NOT FOUND because I am unable to locate the individual, company, corporalion, etc, named above. (See remarks below.) 1 ~. N~I~ ~A~ J~D TITLE OF INDIVIOU~kL.S~RV.~D / LIST ADDRESS HERE IF NOT SHOWN ABOVE (Relationship to Defendant) I 1 ~. Date of. Servicel 20. Time of Service 21 ATTEMPTSIDflI~ ITm.~IM esI nt.(ID~e[Tim~14iles[ Int. {Oatej~lme!MilesI Iht, Date ITime Miles Int. Date Time Miles Int. Date Time Miles Int. 22. REMARKS: 23. Advance100.00Costs 24. Service18.00Costs 25. N/F 26.8.28Mileage I 27. Postsge 28.26.~8Sub Tolal 29. Pound 30.~.00Notary Fee 34. Foreign County Costs 35. Advance Costs 36. Service Costs 37. Notary Cert. 38. Mileage/Postage/N.F. I 31. Surcharge 32 T°ta' C°sts~'~33'~CJ~C/IJ[~/~)'~28o~8 "j33'~1.'~}C°st Due or eful~.,~ 39. Total Costs 40. Cosl Due or Refund 41.AFFIRMED and subscbbed ,o before me this ~ 44. Signature of '7~ _ ..- ~._~. ?SWER. Dap. Sheriff 4~ "ARCH .~.~ VO~,~ MY COMMISSION EXPIRE8 ~ri~l S~ ] C~nN Sheri~ s0. ~ ~CK.O~E~,~~.~ OF AU~RI~ ~~~_ 47. 48. Date 3-76-01 49. Date 51. Date Received COUNTY OF YORK OFFICE OF THE SHERIFF 28 EAST MARKET ST., YORK, PA 17401 SERVICE CALL (717) 771-9601 SHERIFF SERVICE PROCESS RECEIPT, and AFFIDAVIT OF RETURN 1. PLAINTIFF/S/ 3. DEFENDANT/S/ SERVEAT { INSTRUCTIONS PLEASE TYPE ~LY LINES 1 TO 12 DO NOT DETACH ANY COPIES. 2. COURT NUMBER ;~ - i '~' :~ ~ 4. TYPE OF WRIT OR COMPLAINT 5. NAME OF INDIVIDUAL, COMPANY, CORPORATION, ETC. TO SERVE OR DESCRIPTION OF PROPERTY TO BE LEV~ED, ATTACHED, OR SOLD 6, ADDRESS (STREET OR RFD WITH BOX NUMBER, APT NO., CITY, BORO, TWP., STATE AND ZIP CODE 7. INDICATE SERVICE: r~ PERSONAL r~ PERSON IN CHARGE %'O DEPUTIZE ~ ~'~O CER~ ~ [3 1 ST CLASS MAIL r~ POSTED [3 OTHER NOW ' '; ' 19 _ I, SHERIFF OIs~vi~RK COUNTY, PA, do hereby deputize the sheriff of COUNTY to execute this Writ and make return thereof according to law. This deputation being made at the request and risk of the plaintiff. 8. SPECIAL INSTRUCTIONS OR OTHER INFORMATION THAT WILL ASSIST IN EXPEDITING SERVICE: NOTE ONLY APPLICABLE ON WRIT OF EXECUTION: N.B. WAIVER OF WATCHMAN - Any deputy sheriff lewing upon or attaching any property under within writ may leave same without a watchman, in custody of whomever is found in possession, after notifying person of levy or attachment, without liability on the pad of such deputy or the sheriff to any plaintiff herein for any loss, destruction, or removal of any property before sheriffs sale thereof, 9, TYPE NAME AND ADDRESS of ATTORNEY/ORIGINATOR and SIGNATURE 10 TELEPHONE NUMBER 11. DATE FILED 12. SEND NOTICE OF SERVICE COPY TO NAME AND ADDRESS BELOW: {This area must be completed if notice is to be mailed). SPACE BELOW FOR USE OF THE SHERIFF OHLY - DO NOT WRITE BELOW THIS LINE 13. ] acknowledge receipt of the writ SIGNATURE OF AUTHORIZED CLERK 14. ~Date Received t 5. Expiration/Hearing Date or complaint as indicated above. - ~-¢u; ) , , ~ 4. ; L 16. HOW SERVED:- PERSONAL ( ) RESIDENCE ( ) POSTED ( ) POE ( ) SHERIFF'S OFF ( ) OTHERI~~) SEE REMARKS 17. ~ I hemb~y certify and return a NOT FOUND because I am unable to locate the individual, company, corporation, otc, named above (See remarks below.) 18. NA~E ~UqD TITLE OF INDIVIDUAL ~ERVED / LIST ADDRESS HERE IF NOT SHOWN ABOVE Relationship to Defendant) I 9 Date of Service 20 T me o Serv ce · , ~ ~,~ , , I , I 21.ATTEMPTS/DatelTin~e~llesrl~jI3~lte,Tirrm-~'Milesl Int. Dateuime Miles pt Date Time'M es nt Date Tme M esi n Date TmeM es nt 22. REMARKS: 23. Advance Costs swE.. 41.AFFIRMED and subscdbed to before me this *:..- 44. Signature of 42da~ -~A~ : ~ ~9:,' --2 00 ' 45' Signature °f Y°rk~ '" MY COMMISSION E~S ~:~ ~.,., t Cou~ Sheriff ~, ~ ~,t~ N~r~ : ' ~ . 24.~e ,:':: T:sts 25. N/F 26. Mileage 27. Postage 28. SubTotal 29. Pound 30. Notary Fee 3t. Surcharge 32 7:~tal_C~sts~3:C, ost~D:e or Refund 40. Cost Due or Refund 48. Date 49. Date 51. Date Roceived COMMERCE BANK/HARRISBURG, N.A., Plaintiff BRENT L. CARMAN, Defendant 1N THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION -LAW DOCKET NO. 01-1208 Civil Term PRAECIPE This case is hereby discontinued without prejudice. Lloyd ~. Persun, Esquire Mett~Evans & Woodside 340/1' North Front Street P.O. Box 5950 Harrisburg, PA 17110-0950 (717) 232-5000 (717) 236-1816 fax Attorneys for Plaintiff October 25, 2004 CCi Mr. Brent L. Carman 2195 Ridge View Road Dallastown, PA 17313 409537vl