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HomeMy WebLinkAbout01-1788 PNC BANK, NATIONAL ASSOCIATION, ' /N THE COURT OF COMMON PLEAS SUCCESSOR BY MERGER TO THE FIRST · CUMBEreD COUNTY, PENNSYLV~~ BANK AND TRUST COMPly Plaintiff ' CAROLYN L. THOMPSON, i T/Dm/^ C & ~ ENTERPRISES AND JOH~ M. THOMPSON, ' CONFESSION OF JUDGMENT Defendants ' · CIVIL ACTION_ LAW CONFESSION OF JUDGMENT Pursuant to the authority contained in the warrant of attorney, the original or a copy of which is attached to the complaint filed in this action, I appear for the Defendants and confess .judgment in favor of the Plaintiff and against Defendants as follows: Principal $127,519.40 Other authorized items: Interest to March 26, 2001 $ 24,333.17 Attorney's Commission TOTAL ~ $167,037.83 plus interest at the default rate set forth in the Loan Extension Agreement and costs of suit Respectfully submitted, SAID/S, SHUFF, FLOWER & LINDSAY Date: '~9 'g..0 [ By:~ · /~I-M. Ledeb, " , sqmre ( Supreme Court ID #59012 2109 Market Street Camp Hill, PA 17011 (717) 73 7-3405 PNC BANK, NATIONAL ASSOCIATION, ·IN THE COURT OF COMMON PLEAS SUCCESSOR BY MERGER TO THE FIRST ·CUMBERLAND COUNTY, PENNSYLVANIA BANK AND TRUST COMPANY · Plaintiff · NO. Vo ° CAROLYN L. THOMPSON, · T/D/B/A C & J ENTERPRISES · CONFESSION OF JUDGMENT AND JOHN M. THOMPSON, · Defendants · · CIVIL ACTION- LAW COMPLAINT FOR CONFESSION OF JUDGMENT UNDER RULE 2951 1. The name and address of the Plaintiff is PNC Bank, National Association, Successor by Merger to The First Bank and Trust Company, 4242 Carlisle Pike, Camp Hill, Cumberland County, Pennsylvania 17011. 2. The names and last known address of the Defendants are Carolyn L. Thompson, t/Wb/a C & J Enterprises and John M. Thompson, is 501 East Marble Street, Mechanicsburg, Cumberland County, Pennsylvania 17055. 3. Defendants executed and delivered to Plaintiff a Note ("Note"), a true and correct photostatic reproduction of the original of which is attached hereto as Exhibit "A" and made a part hereof. 4. Defendants executed and delivered to Plaintiff a second Loan Extension and Modification Agreemem dated April 1, 1999 regarding Defendants' obligations to Plaintiff under the Note, containing a confession of judgmem clause (the "Loan Extension Agreemem"). A copy of the Loan Extension Agreemem is attached hereto as Exhibit "B" and made part hereof. 5. ,. Defendants have defaulted in their obligations under the Note and the Loan Extension Agreement and Plaintiff has demanded the immediate payment of all mounts due to Plaintiff under the Note and the Loan Extension Agreement. A copy of Plaintiff's demand is attached hereto as Exhibit "C" and made part hereof. 6. Judgment is not being entered by confession against a natural person in connection with a consumer credit transaction. 7. There has not been any assignment of the Note or the Forbearance Agreement. 8. Judgment has not been entered on the Note in any jurisdiction. 9. The mount due to Plaintiff as a result of Defendants' default is as follows: Principal $127,519.40 Interest to March 26, 2001 $ 24,333.17 Attorney's Commission $_$ 15,185.26 TOTAL $167,037.83 10. Interest continues to accrue at the default rate provided in the Loan Extension Agreement. WHEREFORE, Plaimiff demands judgment against Defendant, Carolyn L. Thompson, t/d/b/a C & J Enterprises and John M. Thompson, as authorized by the warrant of attorney contained in the Forbearance Agreement for One Hundred Sixty-Seven Thousand Thirty-Seven and 83/100 Dollars ($167,037.83), plus interest from and including the date of this Complaint and judgment entered hereon at the default rate provided in the Loan Extension Agreement and costs of suit. Respectfully submitted, SAIDIS, S,H~, FLOWER & LINDSAY S preme Court ID #59012 2109 Market Street Camp Hill, PA 17011 (717) 73 7-3405 2 mm · US $__33~,u00.00 - ~~-' 19_92_ .dechanicsburg, PA ,. FOR VALUE J~ECE[VED, the undersfgned ("Borrower") promise(s) to pay THE FIRST BANK AND TRUST COHPANY, ~chanJcsburg, Pennsylvania 17055 or order, the prJncJpa] Sum 0~ · ~ th Do I 1 a rs ~ until pard, a~ the rate pe~ annum computed as fo]lo~s. ~he "Prj~m Ra~e" of ]n~eres~ pe~ annum as established and desJgnated from tJ~ ~o tJ~ as a often as estab]fshed by Provident National Bank, Philadelphia, PA, plus one pe~ centum ( 1.0 ~) pe~ annum (sa~d Jnteres~ to be computed end recompu~ed~n the~npa~d be]ante of PrJncJpal as of and a~ each t~ said P~ Rate ts established [end ~ees~ab]fshed] and published [and repub/~s.hed], (but ]n no even~ sa~d to~al fn~eres~ ~e~e be less then cen~ ( ~) pe~ ann~ o~ greete~ ~han pe~ ~ pe~ censure ( ~) pe~annum). Principal end Jn~e~e's~ shail be payable a~any of ~he Bank s branch offfces, o~ such .ot~er place as ~he no~e holde~ may designate, Jn .consecutfve monthly paints of on cna n~ch eg~nnfng ~ - 19 93 ~ Such monthly ~~nts sha]l, continue for one ~dc~ eiahcv ~nc~ . ' filament of $ 3,201.~ ~ ~]11 be due on ~~~c 9~ 2~? - , lg . Any ~nc~ease o~ decrease ~n ~he a~unt of fnterest due caused by early le~e~ents ~11 be reflected ~n ~he f~nal paint ~hJch ~11 be ~dJfJed acco~dfng]y. ~f any ~nth]y paints under this No~e Js not paJd ~hen due and remaJns unpafd after a da~e specified by a notice to Bo~ro~e~, the entJ~e principal a~un~ outstanding and accrued ~n~e~es~ ~hereon shell at once become due and payable a~ the optJon · ~he ~oLe holder. The da~e specJfJed shall no~ be'less ~han thJ~y days from the date such no~Jce Js mailed. The Note holde~ may exercise this option to accelerate du~Jng any defau]~ by Bor~o~e~ regardless of any pr~o~ forbearance ZF su~ Js brought collec~ this Note, the No~e holder shall be en~)ed ~o col~ec~ ~]] reasonable costs and expenses of suit, but no~ l~mJ~ed ~o, reasonable attorney's fees. Borro~e~ shall pay ~o ~he No~e holder a late charge of 5(~ive) percen~ of any monthly pa~n~s no~ received by ~he No~e holde~ ~hJn ~he pa~en~ ~s due. ~ ~ days Borro~e~ may prepay ~he principal amoun~ ouLs~andJng ~n ~hole o~ Jn part. The Ho~e ho]de~ may require ~ha~ any pa~t~al prepa~nts (~) be made on ~he da~e monthly pa~en~s are due and (J~) be ~n ~he amount of ~ha~ part of one ~re ~nthly pa~en~s ~h~ch ~ould be app]]cable to prJnc~pa]. Any partial p~epa~n~ shall be app]Jed agaJns~ ~he Principal amoun~ outstanding and shall not postpone ~he due da~e of any subsequen~ monthly pe~en~s or change ~he a~unt of such pa~n~s unless the Note holder shall o~her~se agree ~n ~r]~Jng. Presentment, notice of dishonor, and pro,est are hereby ~aJved by al1 makers, sureties, guarantors and endorsers hereof. Thfs No~e shall be the jo~n~ and several obligation of all meke~s, guarantors, and endorse~s, and shall be binding upon ~hem and ~heJ~ successors and assfgns. Any no~Jce ~o Bor~o~e~ provided for ~n ~hJs No~e shall be given by ma~)Jng such notice by certified mall addressed to Borro~e~ a~ the Property Address sta~ed or ~o such o~her address as Borro~e~ may des~gnaLe by no~ce ~o ~he ~o~e holder. Any no~Jce ~o the No~e holder shall be g~ven by ma~lJng such no~Jce by cer~ff~ed mall, re~urn receJp~ requested, ~he the ~o~e holder a~ ~he address s~a~ed ~n ~he fJrs~ p~ragraph of ~h~s ~o~e, o~ a~ such o~her address as may have been designated by noLJce ~o Borrower. The fndeb~edness evidenced by ~hJs Ho~e fs secured by'a Ho~gag da~ed 2/9/92 ~ , and reference is made to the ~rtgage ~r right'as -- to acceleration of the ind~tedness evidenced by this Note** ~rol~ ~. Th~on T/D/B/A C~ Ente~rises ' ~'Y" ~'- ~, Prop. . 501 E. ~le St. ~ ~.~.,_/ ~-' ~/ .,' Property Address ~~ _ Jo~ M. Th~on . _ ** Additional security as stated on attached Security Agre~ent of even date. ~zhibi t "A- - S~ECO .ND... LOAN EXTENSI. ON AND MODIFICATION THIS A~REEMENT is made as of April 1, 1999, by and among CAROLYN L. THOMPSON, individually and ~/~/b/a C ~ J ENTERPRISES, and. JOl~ M. THOMPSON, adult; individuals wit:h an address of 510 Eas~ Marble Stree=, Mechanicsburg, Pennsylvania 17055 (jointly and severally, "Borrowor") , and PNC B~IK, NATIONAL ASSOCIATION, a national banking association wi~h an office ae 4242 Carlisle Pike, Camp IIill, Pennsylvania 170 ll ( "Bank" ) . Recitals A. Borrower executed and delivered to the Bank a term loan Promissory No~e dated December 9, 1992, in the original principal amount of Three Hundred Thirty-Five Thousand Dollars ($335,000.00) ("Note") . B. Borrower and Bank executed a Loan Extension and Modification Agreement dated January 16, 1998 ("First Modi f i c a ~ i on" ) . C. The Note, the First Modification and this Agreement are secured by a ~hird lien mortgage da~ed December 9, 1992, and recorded in the Office of the Recorder of Deeds of Cumberland County, Pennsylvania ("Recorder's Office"), at Mortgage Book 1116, Page 435, ~iven r.o Bank by' Carolyn L. Thompson and John M. Thompson, on t;he real property situate in the Borough o= Mechanicsbur~, Cumberland Count;y, Pennsylvania, known as 510 East.. Marble S~ree~, as more fully described in the mortgage, and by a second lien mort;gage dated January 16, 1998, and recorded in the 1 Exhibit "B" Recorder,s Office ~iven to Bank by Carolyn L. Thompson and John M. Thompson on certain real property known as 5252 Eas~ Trindle Road, Mechanicsbur~, Pennsylvania, as more fully described in ~he mortgage (such mortgages bein~ referred ~o hereinafter to~e~her as ~he "Mortgage, ,, and such properties bein~ referred ~o hereinafter ~o~e~her as ~he "Property,,), and by a security a~reemen~ da~ed December 9, 1992, and by a security a~reemen~, da~ed December 18, 1996 (~o~e~her, ~he "Security Aqreemen~,,), pursuan~ to which Borrower has ~ran~ed Bank a security in~eres~ in and ~o all of Borrower,s machinery, equipment, vehicles, furniture, fixtures, accounts, accounts receivable, con~rac~ ri~h~s, cha~el paper, instruments, documents, goods, inventory, general intangibles, cash and cash equivalents, and other personal property used in Borrower,s business operations, now owned and hereafter acquired, as more particularly described in the Security Agreement, and any and all proceeds therefrom (collectively, "Collateral,,) which security in=erest ~he Bank has perfected by filing Uniform Commercial Code financing statements. D. Borrower,s indebtedness under the Note, as previously · modified, matured and was due and payable in full on December 31 1998. , E. Borrower has requested Bank ~o ex~end and modify ~he Loan, and Bank has a~reed ~o Borrower's request, subjec~ ~o the provisions of ~his Aqreemen~. A~ree~en ~ NOW T~EREFO~E, in 'consideration of the foregoing Recitals which are an ±n~egral 9ar= of this Agreement and are expressly inc°rg°ra~ed as 9ar~ of this Agreement, and of the agreements hereinafter set for=h, and intending to be legally bound ~orrower aad ~ank agree as follows. ' 1. Borrower agrees =o pay to the Bank simultaneously with execution of chis Agreement the sum of Three Thousand Five ~{undred Six and 23/100 Dollars ($3,$06.23) . The Bank agrees to accept this amount and apply i~ ~o the extent ~hat funds are available to the following i~ems in =he following order of priori=y. a. First, to pay Bank a $1,266.00 fee for and in considera=ion of Bank's extension and modification of the Loan as provided herein, which Borrower hereby agrees has been fully earned by Bank. b. Second, tc reimburse Bank for its actual attorneys, fees of $819.00 incurred or paid by Bank in connection with the preparation, negotiation and implementation of this Agreemen=. 2. Bank agrees, withou~ waiving any of Bank's rights or remedies aga.ins~ Borrower or the Property or Collateral, the maturity of ~he Loan un~il December 31, 1999. to extend 3. The loan evidenced by the Note ("Loan,,) is hereby modified as follows. Borrower hereby acknowledges and a~rees thau the balance of the Loan outstandin~ as of the date of ~his A~reement, includin~ principal and interest, is $128,246..36. Commencin~ on April 1, 1999, and con~inuin~ on :'he firs~ day of each calendar month ~hereaf~er un~il ar.. includin~ December 1, 1999, Borrower shall pay the ~ [28,246.36 ou~s~andin~ balance of the Loan in monthly installments of principal and in~eres~ from and includin~ April 1, 1999, in arrears, a~ the ra~e of 10% per annum, calculated according to a 14-year amortization schedule, and o~herwise as provided in ~he No~e, each in the amoun~ of One Thousand Four Hundred Twenty-One and 23/100 Dollars ($1,421.23) . On December 31, 1999, the entire outstanding pr'n~ipal balance of the Loan, ~o~ether wi~h all accrued and unpaid interes~ thereon and any and all o~her sums due under or in connection wi~h Zhe Loan, shall be due and payable ir: full, wi~hou~ no~ice or demand, or se~off, counterclaim or d~-~.~ction of any nature. If ~he Borrower fails ~o make any paymen~ of p:incipal, in~eres~ or other amount within fifteen (15) days a'~er such paymen~ is due pursuant to the provisions of this Agreement, ~he Borrower also shall pay to the Bank a late charge equal ~o five percen~ (5%) of the amount of such payment. The la~e charge is imposed for the purpose of defrayin~ the Bank's expenses inciden~ ~o the handlinq of delinquent payments and is in addition ~o, and no~ in lieu of, ~he exercise by ~he Bank of any rights and remedies hereunder, under ~he o~her , ._ documents which evidence or secure the loan or under · applicable laws, and any fees and expenses of any a~ents or attorneys which the Bank may employ. Upon maturity, whether by acceleration, demand or otherwise, and ac the option of the Bank upon the occurrence of any defaul~ (as hereinafter provided) and durin~ the continuance thereof, this A~reement shall bear interes~ at a ra~e per annum (based on a year of 360 days and actual days elapsed) which shall be two percentage points (2.0%) in e:...'.cess of ~he interes~ rate in effect from ~ime to time under this Agreement bu~ not more than ~he maximum rate allowed by law (the "Default Ra~e,,). The Defaul~ Rate shall continue ~o apply whether or no~ judgmen~ shall be entered on this Agreemen=. 4.a. Borrower hereby reaffirms, affirms, ratifies and confirms Borrower,s absolute and unconditional liability to make all payments and to observe and perform all of the duties, obligations and o=her agreements of Borrower under or in connection wi~h the Loan, including specifically but wi~hou~ limitation ~hose contained in the No~e, =he Mortgage, the Security Agreemen~ and the Firs~ Mod+fica~ion, subjec~ only ~o any express modification contained in this Agreement. Excep~ as expressly se~ forth herein, no~hing contained in ~his Agreement releases, limits, or o~herwise affects in any way or a~ any time the liability of Borrower for or with respect ~o the Borrower,s obiiga~ions and agreements under or in connection with ~he Loan. This Agreement , 5 does no~ .evidence or represent in any way new indebtedness or satisfaction of Borrower,s obligations ~o ~he Bank. All provisions of ~he No~e, the Mortgage, ~he Security Aqreemen~ and the Firs~ Modification, remain in full force and effect, enforceable by ~he Bank in accordance wi~h ~he provisions of each of ~hem, excep~ as expressly modified hereby, includin~ wi~hou~ limitation any provisions for confession of judgmen~ contained in ~he No~e, the Mortgage, ~he Security A~reement or the Firs~ Modification. No~hin~ contained in ~his Agreement waives or should be construed as a waiver of any of the Bank's rights and remedies under the No~e, the Mortgage, ~he Security A~reemen~, the Firs~ Modification or a~ law or in equity. b A1: · ~ of ~he provisions of ~he No~e, the Mortgage, ~he Security A~reemen~ and ~he First Modification are incorporated herein by reference and made a par~ hereof as if se~ forth in full herein, and all of ~he provisions of ~his Aqreemen~ are incorporated in~o ~he No~e, ~he Mortgage, ~he Securi ~y A~reemen~ and ~he Firs~ Mcdifica~ion and made a par~ ~hereof as if se~ forth in full ~herein. The provisions of ~his A~reemen~ are and wi~: ~- be deemed ~o be supplemental ~o, and no~ in derogation of, ~he provisions of ~he No~e, ~he Mortgage, ~he Security Aqreemen~, and ~he Firs~ Modification whenever possible. However, if ~here is any conflic~ or inconsistency between or amon~ ~he provisions of ~he 6 No~e, the Mortgage, the Security Agreement the First Modification, and ~his Agreemen~, ~he provision (s) determined by Bank in i ts sole discretion to be applicable will govern and control ~he resolution of any , such conflict:; or inconsistency, and Borrower a~rees to be bound by Bank' s determination. c. Borrower hereby represents and warrants, and covenants and agrees, that Borrower is, and will be (except as provided in section 6.g), ~he sole owner of all of ~he Collateral. d. Borrower hereby expressly acknowledges that the 510 East Marble Street Property was inadvertently, due to clerical error, referred to in the Security Agreement and Mortgage, and related agreements and documents as 501 Marble Street; and Borrower hereby agrees that such error is hereby deemed to be and is hereby corrected in all such agreements and documents, and tha~ such error has ncc and does not in any way or at any time waive(d), limit(ed) or otherwise adversely affect (ed) any provision of any such agreement or documen~ or any right or remedy of Bank provided for therein. 5. Bank's agreements contained herein are conditioned upon and subject Uo the following representations, warranties, covenants and agreements of Borrower- a. All federal, state and local taxes due and payable by Borrower have been paid as of the date hereof; and 0. .. b. Neither the Proper~y nor the Collateral has been or will a~ any ~ime be used in any manner so as to cause any contamination of the environment or any.environmentally threa~enin~ condition in violation of, or which may require remedia~ion under, any applicable regulation, rule, ordinance, requirement, res~ricti. covenant, order or decree; and c. Neither the Proper~¥ nor ~he Collateral has been or will at any ~ime be used in violation of any law, regulation, ordinance, requirement, restriction, covenant, order' or decree which may result in forfeiture of either premises. d. Borrower will furnish Bank wi~h such addi~ £onal information and s~a~emen~s, lis~s of asse- s and liabilities, a~in~s of receivables and payables, inventory schedules, bud~e~s, forecasts, tax returns, and o~her reports wi~h respec~ to Borrower and Borrower's business opera~ions as Bank may reques~ from ~ime time. e. In addition to all liens upon and rights ¢: se~off a~ainst ~he money, securities or o~her propert of the Borrower ~iven ~o the Bank by law, the Bank shall have, wi~h respect to ~he Borrower's ob!i~a~ions ~o the Bank under ~he No~e, ~he Firs~ Modification and this A~reement and ~o ~he ex~en~ permitted by law, a contractual possessory security interes~ in and a con~rac~ua~. ri~h~ of se~off a~ains~, and ~he Borrower hereby assigns, conveys, delivers, p!ed~es and transfers to ~he Bank all $ of the Borrower's right, title and interes~ in and to, all deposits, moneys, securities and other property of ~he Borrower now or hereafter in the possession of or on deposit with, or in transit to, ~he Bank whether held in , a general or special accoun~ or deposit, whether held jointly wi~h someone else, or whether held for safekeeping or otherwise, excluding, however, all IRA, Keogh, and trust accounts. Every such security interest and right of setoff may be exercised without demand upon or no~ice ~o the Borrower. Every such right of setoff shall be deemed to have been exercised hereunder without any action of the Bank, although the Bank may enter such setoff on its books and records at a later time. 6. The occurrence of any one or more of the following is a default under this Agreement' a. Borrower's failure to make any payment required under the provisions of this Agr__ment on or before the du_ date; b. Borrower's failure to observe or perform each and every one of the provisions on Borrower's part to be observed or performed under this Agreement, or under the No~e, the Mortgage, the Security Agreemen~ or the First Modification, as modified by this Agreement; c. Commencement by Borrower of any proceedings in bankruptcy or proceedings for an arrangement or reorganization, or for the readjustment of debts under any law, whether state or federal, for the relief of debtors, now or hereaf=er .existing, or commencement of any such proceeding agains~ Borrower; d. Application by Borrower for the appointment of a receiver or appointment of a receiver for Borrower; e. Making of an assignment by Borrower for ~he benefi~ of creditors; f. En=ry of any judgment- or' issuance of any execution process against Borrower, or any of Borrower,s respective assets (other than by Bank) which is not removed or satisfied within twenty (20) days; g. Wi~hou~ prior written approval of Bank, transfer or any at~emp~ to transfer by Borrower of control or ownership of ~he Property or any of the Collateral, or any in~eres~ therein, o~her than in the ordinary course of business, whether by sale, assignment, lease, encumbrance or any o~her =ype of transfer or conveyance, whether direct or indirect, and whether voluntarily or by operation of law. However, no~withs~anding this section of this Agreement, Bank hereby acknowledges Borrower's intention to form a corporation for, among others, the purposes of owning Borrower's assets (including the Collateral), operating Borrower's business, and including additional owe. ers of Borrower's business. Bank hereby agrees ~hat such action will no~ be a defaul~ of this section of ~his Agreemen~ if, and only if, (1) Borrower gives Bank written no~ice of Borrower's in~en~ion to ~ransfer Borrower's asse~s to such corporation a~ least thirty (30) days before ~he 10 dace on which such transfer is to occur ("Transfer Date"), and (2) on the Transfer Date Borrower and such corporation execute and deliver to Bank .the Bank's form of Assump=ion Agreement and such other, agreements and documents as Bank may require with respect to such t ransac~ ion, and ( 3 ) on the Transfer Date such corporation executes and delivers ~o Bank Uniform Commercial Code financing statements for filing ~o continue Bank's perfection of Bank's security interest in the Collateral following transfer to such corporation, and (4) Borrower and/or such corporation pay or reimburse Bank for Bank's a~torneys' fees and costs incurred or paid in connection wi~h the transaction, including preparation, negot ia~ion and implementation of the Assumption Agreement and related agreements and documents and the financing statements, and all filing fees. h I~ · .~ any representation, warranty, or financial s~a~ement or presentation of Borrower at any time made to Bank in connection wi th Borrower's indebtedness to Bank is de~ermined by Bank to be materially incorrec~ or misleading, including without limitation any financial statements provided by Borrower to Bank in accordance wi~h this Agreement. 7. Upon the occurrence of any defau!~, Bank may immediately and withou~ no~ice or demand exercise or proceed to enforce any or all of ~he rights or remedies available to Bank at law or in equity or under ~his Agreement, the Note, ~he Mortgage, the Security 1i Agreement, the Firs= .Modification, or some, any or all of them. Bank may exercise or proceed ~o enforce Bank's rights and remedies independently or cumulatively, concurrently or successively, agains= Borrower, or the Property, the CollateraI or any o~her proper~y of Borrower, in connection with all of ~he indebtedness o= Borrower ~o Bank a~ any time or times and in any order as Bank may elect. Failure of Bank ~o exercise any righ~ or remedy as provided herein a~ any time will not consti=u~e a waiver of any such remedy or preclude the Bank from the subsequent exercise of any such remedy. 8. Borrower agrees that a defaul~ under any of the Note, the Mortgage, the Security Agreement, this Agreement, the First Modification, or under any other agreement or document evidencing or securing any other indebtedness or obligation of Borrower to Bank, is a default under all of the Note, the Mortgage, the Security Agreement, the Firs~ Modification, this Agreemen~ and all such o~her agreements and documents. 9. Borrower hereby releases and agrees to indemnify, defend and hold Bank, its predecessors, successors and assigns, and its and their respective parent corporations, subsidiaries, affiliates, stockholders, directors, officers, employees, agents and attorneys (collectively, the "Indemnified Parties") harmless for, from or agains~ any and all liability of any nature whatsoever, including wi~hou= limitation any demands, claims, suits, proceedings or actions of any nature whatsoever, and any damages, losses, costs, expenses and fees (including attorneys' fees) or o=her liabilities o~_ any nature whatsoever, arising a~ any ~ime before, on or after 12 I · ~he da~e of ~his Agreemen~ as a resul¢ of or in connection wi~h any acgions or inac~.ions of any of ghe Indemnified ~ar~ies, whet:her intentional or negligent, which occurred on or prior ~o ~he da~e of ~his Agreement. This provision will survive any expiration or r-.orminar..ion of ~his A~reement:., whet:her by payment; in full of Loan and all or:her ~urn~ due under or in ¢onnect:±on t::herewit:h, or o~herwise. 10. Borrower will execute or deliver t;o Bank such addigional documents, agreements or materials, or will ~ake such further act. ion, as Bank may reasonably, request; at: any' ~ime and from gime ~ime ~o give effec~ Co ~he purposes or provisions of ~his A~reemenr... 11. All documents, agreements and materials of any nature whatsoever required a~ any ~ime to be executed or delivered ~o Bank in connect;ion with any of ~.he obligations of Borrower t;o Bank under ~his Agreemen: will be in form and substance satisfactory ~o Bank in Bank's sole discre~.ion. 12. No modification of any provision of this Agreement, the Nor. e, ~he Mort;~ac3e, t:;he Securi ~.y A~reement; or t;he First:; Modification shall be effective unless in writing and signed by all of the par~ies. 13. If a~ any ~ime or ~imes Bank believes i~ ~o be necessary or desirable t;o refer any aspect of ~he administ:ra~ion of this Agreement, or ~he enforcemen~ of any provision of ~his Agreement, ~o any ar..r..orney, Borrower will be liablo t;o pay or reimburse Bank for all reasonable a~orneys' fees and costs incurred or paid by Bank as a resul~ of such referral, which fees and cost will be due when incurred and payable immediately upon demand ~herefor. 14. Time is of ~.he essence of Borrowor's obligations under this A~reement. I 15. The provisions of ~his A~reemen~ are severable and ~he invalidity or unenforceability of any provision will not' affect or impair the remainin~ provisions, which shall remain in full force and offect;. 16. This A~reemen~ shall be interpreted and construed under the laws of the Commonwealth of Pennsylvania. Borrower consents to the jurisdiction of the Court of Common Pleas of Cumberlanc[ County, Pennsylvania, and the Uniged S~.at::es Dist;ricr. Court for the Middle Dis~ric~ of Pennsylvania over all ma~ters arisin~ from or related to ~he No~e, the Mortgage, ~he Security A~reemen~, the First Modification and this Agreement. Borrower and Bank a~ree that any · dispute or con~rovorsy between Borrower and Bank would nog lend itself to resolution or determination in trial by jury. T~erefore, Borrower and Bank each hereby voluntarily, knowingly and understandingly waive the right to ~rial by jury in any action or proceeding with respect to any dispute or controversy which may arise between them under or in connection with the Loan or this Agreement and the subject matter of this Agreement. 17. Borrower hereby voluntarily, intelligently and knowingly empowers the Prothonotary or any attorney of any court of record to appear for Borrower and to confess judgment for all ~mounts due or payable under this Agreement, wi th or without filing a complaint, including without limitation the entire balance of principal due or . 14 payable, la=e charges: in=ares=, expenses and fees, cos=s of suit and a~orneys, fees equal =o =en percen~ (10%) of the ~otal of all such amounts, an~ Borrower hereby releases all errors or defects in any such ac=ion and ~he entry of any such judgment, and waives all laws exemp=ing real or personal property from execu=ion. 18. This Agreemen~ shall inure to ~he benefi~ of Bank, i~s predecessors, successors and assigns, and i~s and their respective parent corporations, subsidiaries, affiliates, s~ockholders, directors, officers, employees, agents and attorneys, and all obligations of Borrower shall bind ~heir respective heirs, personal representatives, successors and assigns. IN WITNESS WHEREOF, Borrower and Bank have executed this Agreemen~ as of the date firs~ written above. WITNESS: By- INDIV C & j ENTERPRISES · /JO.'~ M. THOMPSON / · / . ~' PNC BANK, NATIONAL ASSOCIATION ~RIC D. KRI~L -- ASSISTANT VICE PRESIDENT ' SAIDlo, SFIUFF, FLOWER & LINDSAY A PROFESSIONAL CORPORATION JAMES D. FLOWER 2109 MARKET STREET JOHN E. SLIKE CAMP HILL, PENNSYLVANIA 17011 TELEPHONE: (717) 737-3405 FACSIMILE: (717) 737-3407 ' ROBERT C. SAIDIS _ GEOFFREY S. SHUFF EMAIL: attomey@ssfl-law.com JAMES D. FLOWER, JR. www.ssfl-law.com CAROL ]. LINDSA y JOHNNA ]. KOPECKY 2C~ARLISLE OFFICE: W. HIGH STREET KARL M. LEDEBOHM CARLISLE, PA 17013 JOSEPH L. HITCHINGS TELEPHONE: (717)243-6222 THOMAS E. FLOWER FACSIMILE: (717)243-6486 .- REPLY TO CAMP HILL December 19, 2000 Carolyn L. Thompson 10 East Marble Street Mechanicsburg, PA 17055 John Thompson 10 East Marble Street Mechanicsburg, PA 17055 C & J Enterprises 10 East Marble Street Mechanicsburg, PA 17055 RE: PNC Bank, National Association Obligation # 600723739 Dear Mr. & Mrs. Thompson and C & J Enterprises- Our firm represents PNC Bank, National Association in connection with the collection of the amounts due to PNC under the above referenced Obligation and that certain Forbearance and Loan Modification Agreement dated December 18. 1996 (the "Forbearance Agreement"). You are in dethult of your obligations under the Forbearance Agreement and the Promissory Note dated December 9, 1992 in the original principal amount of $335,000.00, inter alia. failure to make payment to PNC when due under the Note and Forbearance Agreement and for your obligations under the Note as modified by the Forbearance Agreement having matured. As a result of the above defaults, PNC hereby demands payment of all amounts due to PNC under the Note and the Forbearance Agreement in the amount of $150,286.0'5 itemized as tbllovvs- 1. Principal $127,519.40 '~. Interest as of December 8, 2000 $ 20,559.65 Exhibit "C" .' 3. Total due to PNC as of December 8, 2000 $150,286.05 Please deliver payment of the $&150,286.05 to my office immediately. Checks must be made payable to Saidis, Shuff, Flower Lindsay and be in form of a certified or cashiers check. ' . In the event payment of $150,286.05 together with additional interest at the rate of $4.94 per day is not-delivered to my office within ten (10) days of the day of this letter, PNC has instructed our'firm to pursue its fights and remedies to collect the debt under the Forbearance " Agreement, the Note, any other .documents evidencing the obligation and at law and in equity without further notice. Nothing herein shall be construed as an offer to compromise the debt or as a commitment on behalf of' PNC to accept any terms and conditions in exchange for payment in full of all amounts due to PNC except for the immediate payment of all amounts due to PNC. This letter shall be without prejudice to and . · postponement of any ri hts or r ~,~ ..... :,..,_,_ ~ shall not be deemed a waiver or g emed,~o ,~v~uao~e ~o PNC, including, without limitation, PNC's rights to accept partial payments without waiving demand for payment in full of all obligations due under the above-referenced Note or reinstating Borrower's obligation. Neither this letter nor any subsequent discussion shall be deemed offers to extend the maturity of the loan or otherwise waive any defaults thereunder. PNC looks forward to receipt of the $150,286 05 together with interest to the date of payment in the immediate future. ' Very truly yours, SAIDIS/,,SHI. IFF, FLOWER_& ~ ' , r:~qmre cc. Anura Unger Robert T. Wheeler ! 7177JTJ407 SAIDIS SHUFF MASLAND 4J6 P08 MAR 18 01 15:16 PNC BANK, NATIONAL ASSOCIATION, · IN THE COURT OF COMMON PLEAS SUCCESSOR BY MERGER TO THE FIRST · CUMBERLA~ COUNTY, PENNS~V~ BANK AND TRUST COMPANY · Plaintiff 'NO. CAROLYN L. THOM~SON, · T/D~/A C & J ENTE~RISES · CONFESSION OF JUDGMENT AND JOHN M. THOMPSON, . Defendants . · CIVIL ACTION- LAW VERIFICATION I, Anura Unger, Assistant Vice President, for PNC/CRC, being authorized to do so on behalf of PNC Bank, National Association, hereby verify that the statements made in ~he foregoing pleading are true and correct to the best of my information, knowledge and belief. I understand that false statements herein are made subject to the penalties of 18 pa. C.$. Section 4904, relating to unswom falsification to authorities. Assistant Vice Presi~dent PNC BANK, NATIONAL ASSOCIATION, · IN THE COURT OF COMMON PLEAS SUCCESSOR BY MERGER TO THE FIRST ·CUMBERLAND COUNTY, PENNSYLVANIA BANK AND TRUST COMPANY · Plaintiff 'NO. eSI- ]7oOf C'o~.(.~~..a~ Vo · CAROLYN L. THOMPSON, · T/D/B/A C & J ENTERPRISES · CONFESSION OF JUDGMENT AND JOHN M. THOMPSON, · Defendants · · CIVIL ACTION- LAW NOTICE TO' Carolyn L. Thompson, individually and t/d/b/a C & J Enterprises and John M. Thompson Pursuant to Rule 236 of the Supreme Court of Pennsylvania, you are hereby notified that a JUDGMENT BY CONFESSION has been entered against you in the above proceeding and that enclosed herewith is a copy of all the documents filed in support of the said judgment. IF YOU HAVE ANY QUESTIONS CONCERN~G THIS NOTICE, PLEASE CALL: KARL M. LEDEBOHM, ESQUIRE TELEPHONE NUMBER: (717) 737-3405 Prothor~otar~ PNC BANK, NATIONAL ASSOCIATION, · IN THE COURT OF COMMON PLEAS SUCCESSOR BY MERGER TO THE FIRST · CUMBE-~~D COUNTY, PENNSYLVANL~ BANK AND TRUST COMPANY . Plaintiff 'NO. AND JOHN M. THOMPSON, . Defendants . ·CIVIL ACTION- LAW CERTIFICATE OF ADDRESSES I hereby certify that the precise ad&ess of Plaintiff, PNC Bank, National Association, is 4242 Carlisle Pike, Camp Hill, Cumberland County, Pennsylvania 17011; and that the last known ad&ess of the Defendants, Carolyn L. Thompson, t/dPo/a C & J Enterprises, and John M. Thompson, is 501 East Marble Street, Mechanicsburg, Cumberland County, Pennsylvania 17055. Respectfully submitted, SAIDIS, SHUFF, FLOWER & LINDSAY Date: '~/~'qO, .,..__~__1~~_.~___.. By: · ~ ~vs. ~eae~otnn, Esqmre Supreme Court ID #59012 2109 Market Street Camp Hill, PA 17011 (7! 7) 73 7-3405 PNC BANK, NATIONAL ASSOCIATION, · 1N THE COURT OF COMMON PLEAS SUCCESSOR BY MERGER TO THE FIRST · CUMBERLAND COUNTY, PENNSYLVANIA BANK AND TRUST COMPANY : Plaintiff ' NO. ~--/~~ V. : CAROLYN L. THOMPSON, : T/D/B/A C & J ENTERPRISES : CONFESSION OF JUDGMENT AND JOHN M. THOMPSON, : Defendants : : CIVIL ACTION- LAW AFFIDAVIT OF NON-MILITARY SERVICE TO THE PROTHONOTARY: I do certify, to the best of my knowledge, that the Defendants, Carolyn L. Thompson and John M. Thompson, in the above-captioned action are not presently on active or nonactive military stares. Respectfully submitted, SAIDIS, SHUFF, FLOWER & LINDSAY Date: ,,~/'Z.~/Dil By:. Ir~l M. Ledebohm, Esquire Supreme Court ID #59012 2109 Market Street Camp Hill, PA 17011 (717) 737-3405 PNC BANK, NATIONAL ASSOCIATION, · IN THE COURT OF COMMON PLEAS SUCCESSOR BY MERGER TO THE FIRST · CUMBEreD COUNTY, PENNS~V~IA BANK AND TRUST COMPly . Plaintiff 'NO. ~::51- l'7~? Cto t ~ V. CAROLYN L. THOMPSON, . T/D~/A C & J ENTERPRISES ' CONFESSION OF JUDGMENT AND JOHN M. THOMPSON, . Defendants . ·CIVIL ACTION- LAW ENTRY OF APPEARANCE TO THE PROTHONOTARY: Please enter the appearance of the undersigned on behalf of PNC Bank, National Association, Plaintiff in the above captioned matter. Respectfully submitted, SAIDIS, SHUFF, FLOWER & LINDSAY Date: 5/~/~ ] By:_ K hm, Esquire Supreme Court ID #59012 2109 Market Street Camp Hill, PA 17011 (7! 7) 73 7-3405