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HomeMy WebLinkAbout11-5366OF THE PROTHO OTARY 2011 JUN 30 PM 2: 10 CUMBERLAND COUNTY PENNSYLVANIA METTE, EVANS & WOODSIDE Heather Z. Kelly, Esquire Attorney I.D. No. 86291 3401 North Front Street P.O. Box 5950 Harrisburg, PA 17110-0950 (717) 232-5000 (717) 236-1816 (fax) hzkellygmette.com Attorneys for Plaintiff METRO BANK, f/k/a Commerce Bank/Harrisburg, N.A. Plaintiff IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA V. , DOCKET NO. ??o Cl V c DUSAN BRATIC and KATHLEEN M. BRATIC Defendants CONFESSION OF JUDGMENT Pursuant to the authority contained in the Confession of Judgment clause in the Guaranty, a copy of which is attached to the Complaint filed in this action, I appear for the Defendants and confess judgment in favor of Plaintiff and against Defendants, jointly and severally, as fo ws: s §Va .-2T l?cL 1 IUc???-mac l?c? Principal: $324,999.90 Interest through 6/22/2011 $3,532.12 Late Charges*: $65,688.32 Attorneys' Commission: $32,853.20 *Continues to accrue until paid. TOTAL $427,073.54 Interest at the per diem rate of $45.14, attorney fees and costs of this action continue to accrue. Respectfully submitted, IOAA'&'? a e"Pw?'- Bather Z. Kell, squire I.D. No. 86291 Appearing herein for Defendants Mette, Evans & Woodside 3401 North Front Street P.O. Box 5950 Harrisburg, PA 17110-0950 Telephone: (717) 232-5000 Date: June V), 2011 METTE, EVANS & WOODSIDE Heather Z. Kelly, Esquire Attorney I.D. No. 86291 3401 North Front Street P.O. Box 5950 Harrisburg, PA 17110-0950 (717) 232-5000 (717) 236-1816 (fax) hzkelly(a),mette.com Attorneys for Plaintiff METRO BANK, f/k/a Commerce Bank/Harrisburg, N.A. Plaintiff V. DUSAN BRATIC and KATHLEEN M BRATIC Defendants FILED-OFFICE OF THE PROTHONOTARY 20?1 JUN 30 P11 2, 10 CUMBERLA-140 COU4TY FENN!SY(VANIi. IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA DOCKET NO./ COMPLAINT IN CONFESSION OF JUDGMENT AND NOW, thi92 `Jday of June, 2011, Plaintiff, Metro Bank, f/k/a Commerce Bank/Harrisburg, N.A. ("Plaintiff'), by its attorneys files the following Complaint in Confession of Judgment: 1. Plaintiff is a Pennsylvania banking institution with an address at 3801 Paxton Street, Harrisburg, PA 17111. 2. Defendants are Dusan Bratic and Kathleen M. Bratic, husband and wife, adult individuals with an address of 5609 Pinehurst Way, Mechanicsburg, PA 17050. 3. On July 16, 2004, Progress Avenue Limited Partnership executed a Promissory Note in the principal amount of Three Hundred and Twenty Five Thousand Dollars ($325,000.00) in favor of Plaintiff, which was subsequently modified by thirty-six (36) separate Promissory Note Modification Agreements or Change in Terms Agreements.' A true and correct copy of the Promissory Note, Change in Terms Agreements, and Promissory Note Modification Agreements is attached hereto as Exhibit "A" and referred to collectively as the "Note." 4. Pursuant to the terms of a Commercial Guaranty executed on July 20, 2004, Defendants guaranteed Progress Avenue Limited Partnership's obligations under the Note. A true and correct copy of the Commercial Guaranty is attached hereto as Exhibit "B" and referred to collectively as the "Guaranty." 5. Progress Avenue Limited Partnership has defaulted under the Note by failing to make payments when due. 6. By correspondence dated June 17, 2011, Plaintiff demanded payment in full from Defendants. A true and correct copy of the June 17, 2011 correspondence is attached hereto as Exhibit "C." 7. Defendants failed to repay the indebtedness in response to the June 17, 2011 demand. The Note and Guaranty were executed in connection with a commercial transaction. 9. Judgment is not being entered by confession against a natural person in connection with a consumer credit transaction. 10. The Note and Guaranty have not been assigned. 11. Judgment has not been entered on the Guaranty in any jurisdiction. ' The modifications are dated, in reverse chronological order: April 13, 2011; March 15, 2011; February 8, 2011; January 24, 2011; December 1, 2010; November 22, 2010; July 22, 2010; May 26, 2010; April 22, 2010; February 22, 2010; November 20, 2009; October 1, 2009; September 28, 2009; September 1, 2009; July 21, 2009; May 28, 2009; March 24, 2009; February 24, 2009; December 15, 2008; September 17, 2008; June 18, 2008; March 20, 2008; November 28, 2007; September 21, 2007; June 28, 2007; May 3, 2007; March 7, 2007; December 18, 2006; November 30, 2006; October 4, 2006; January 27, 2006; December 1, 2005; October 28, 2005; August 30, 2005; June 27, 2005, and July 20, 2004. VERIFICATION I, David M. Chajkowski, Asset Recovery Officer at Plaintiff Metro Bank fWa Commerce Bat&Harrisburg, N.A., have read the foregoing Complaint in Confession of Judgment and verify that the facts set forth therein are true and correct according to the best of my knowledge, information and belief, and that as an Asset Recovery Officer I am authorized to execute this Verification on behalf of the Plaintiff. I understand that any false statement made herein is subject to the penalties of 18 Pa. C.S. §4904, relating to unworn falsification to authorities. zzz? David M. Chajkowski Asset Recovery Officer Dated: ?o?? 0 / %am PROMISSORY NOTE References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "`"* " has been omitted due to text length limitations. Borrower: Progress Avenue Limited Partnership (TIN: 25-1780583) 101 U. S. Route 15 South Dillsburg, PA 17019 Lender: COMMERCE BANK/HARRISBURG N.A. COMMERCIAL BUSINESS DEPARTMENT 100 SENATE AVENUE CAMP HILL , PA 17011 1717) 975-5630 Principal Amount; $325,000.00 Initial Rate: 4.750% Date of.Note: July 16, 2004 PROMISE TO PAY. Progress Avenue Limited Partnership ("Borrower") promises to pay to COMMERCE BANK/HARRISBURG N.A. ("Lender"), or order, in lawful money of the United States of America, the principal amount of Three Hundred Twenty-five Thousand & 001100 Dollars ($325,000.00), together with interest on the unpaid principal balance from July 16, 2004, until paid in full. PAYMENT. Borrower will pay this loan in one principal payment of $325,000.00 plus interest on July 16, 2005. This payment due on July 16, 2005, will be for all principal and all accrued interest not yet paid. In addition, Borrower will pay regular monthly payments of all accrued unpaid interest due as of each payment date, beginning August 16, 2004, with all subsequent interest payments to be due on the same day of each month after that. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest; then to principal; then to any unpaid collection costs; and then to any late charges. The annual interest rate for this Note is computed on a 3651360 basis; that is, by applying the ratio of the annual interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate in writing. VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from time to time based on changes in an independent index which is the Prime Rate as published in the Money Rate Section of the Wall Street Journal. If a range of rates is published, the highest will be used. (the "Index"). The Index is not necessarily the lowest rate charged by Lender on its loans. If the Index becomes unavailable during the term of this loan, Lender may designate a substitute index after notice to Borrower. Lender will tell Borrower the current Index rate upon Borrower's request. The interest rate change will not occur more often than each day. Borrower understands that Lender may make loans based on other rates as well. The Index currently is 4.250% per annum. The interest rate to be applied to the unpaid principal balance of this Note will be at a rate of 0.500 percentage points over the Index, resulting in an initial rate of 4.750% per annum. NOTICE: Under no circumstances will the interest rate on this Note be more than the maximum rate allowed by applicable law. PREPAYMENT. Borrower agrees that all loan fees and other prepaid finance charges are earned fully as of the date of the loan and will not be subject to refund upon early payment (whether voluntary or as a result of default), except as otherwise required by law. Except for the foregoing, Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower's obligation to continue to make payments under the payment schedule. Rather, early payments will reduce the principal balance due. Borrower agrees not to send Lender payments marked "paid in full", "without recourse", or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender's rights under this Note, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes "payment in full" of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: COMMERCE BANK/HARRISBURG N.A., LOAN SERVICING, 100 SENATE AVENUE CAMP HILL, PA 17011. LATE CHARGE. If a payment is >6 days or more late, Borrower will be charged 5.000% of the regularly scheduled payment. INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, the total sum due under this Note will bear interest from the date of acceleration or maturity at the variable interest rate on this Note. The interest rate will not exceed the maximum rate permitted by applicable law. DEFAULT. Each of the following shall constitute an event of default ("Event of Default") under this Note: Payment Default. Borrower fails to make any payment when due under this Note. Other Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Note or in any of the related documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement q between Lender and Borrower. (;A a ad U -'as .9mam-Z Qc any other 29MOMORZ I'M 1-1-9 Ot -Ry Q%hQ; G;Qdi%Q; QF PORGA 41U4 FABY FA2%QFiaI1V ?94QG4 nRy Of 8Q;FQWQ;'C PFQpQAy or Environmental Default. Failure of any party to comply with or perform when due any term, obligation, covenant or condition contained in any environmental agreement executed in connection with any loan. False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Note or the related documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. Death or Insolvency. The dissolution or termination of Borrower's existence as a going business or the death of any partner, the insolvency of Borrower, the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the loan. This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute. Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the indebtedness or any Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any guaranty of the indebtedness PROMISSORY NOTE Loan No: 3178888 (Continued) Page 2 evidenced by this Note. In the event of a death, Lender, at its option, may, but shall not be required to, permit the Guarantor's estate to assume unconditionally the obligations arising under the guaranty in a manner satisfactory to Lender, and, in doing so, cure any Event of Default. Events Affecting General Partner of Borrower. Any of the preceding events occurs with respect to any general partner of Borrower or any general partner dies or becomes incompetent. Change In Ownership. The resignation or expulsion of any general partner with an ownership interest of twenty-five percent (25%) or more in Borrower. Adverse Change. A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance of this Note is impaired. Insecurity. Lender in good faith believes itself insecure. Cure Provisions. If any default, other than a default in payment is curable and if Borrower has not been given a notice of a breach of the same provision of this Note within the preceding twelve 0 2) months, it may be cured if Borrower, after receiving written notice from Lender demanding cure of such default: (1) cures the default within fifteen (15) days; or (2) if the cure requires more than fifteen (15) days, immediately initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. LENDER'S RIGHTS. Upon default, Lender may, after giving such notices as required by applicable law, declare the entire unpaid principal balance on this Note and all accrued unpaid interest immediately due, and then Borrower will pay that amount. ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower will pay Lender that amount. This includes, subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit, including attorneys' fees, expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), and appeals. If not prohibited by applicable law, Borrower also will pay any court costs, in addition to all other sums provided by law. GOVERNING LAW. This Note will be governed by, construed and enforced in accordance with federal law and the laws of the Commonwealth of Pennsylvania. This Note has been accepted by Lender in the Commonwealth of Pennsylvania. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower's accounts with Lender (whether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the indebtedness against any and all such accounts. COLLATERAL. Borrower acknowledges this Note is secured by Second mortgage behind a Commerce 1 st mortgage on the real estate located at the intersection of Progress Avenue & Kohn Road, Susquehanna Township, Harrisburg, Dauphin County, PA. POST CLOSING COMPLIANCE. Borrower agrees to execute, re-execute, cause a Guarantor(s) or other third party(ies) involved in the loan transaction 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 connection with the Loan which was incorrectly drafted and/or signed, as well as any document or instrument which should 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. Failure to Borrower to so comply shall, at the option of Lender, upon notice to Borrower, constitute an event of default under the Loan. COLLATERALIZED/CROSS DEFAULTED. This loan is Cross Collateralized/Cross Defaulted with other loans for Borrower. COMMITMENT LETTER COMPLIANCE.. This loan is contingent upon Borrower's compliance with all of the terms and conditions in the commitment letter issued by Lender to Borrower on or about July 7, 2004. Upon breach of any term of condition therein Lender shall have the right to declare this loan in default and demand payment in full of the principal balance remaining unpaid, together with all interest, which shall have accrued thereon. . SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and upon Borrower's heirs, personal representatives, successors and assigns, and shall inure to the benefit of Lender and its successors and assigns. NOTIFY US OF INACCURATE INFORMATION WE REPORT TO CONSUMER REPORTING AGENCIES. Please notify us if we report any inaccurate information about your account(s) to a consumer reporting agency. Your written notice describing the specific inaccuracy(ies) should be sent to us at the following address: COMMERCE BANK/HARRISBURG N.A. LOAN SERVICING 100 SENATE AVENUE CAMP HILL, PA 17011 GENERAL PROVISIONS. Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them. Borrower and any other person who signs, guarantees or endorses this Note, to the extent allowed by law, waive presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan or release any party, partner, or guarantor or collateral; or impair, fail to realize upon or perfect Lender's security interest in the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Note are joint and several. If any portion of this Note is for any reason determined to be unenforceable, it will not affect the enforceability of any other provisions of this Note. CONFESSION OF JUDGMENT. BORROWER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR BORROWER AFTER A DEFAULT UNDER THIS NOTE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT AGAINST BORROWER FOR THE ENTIRE PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED INTEREST, LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THIS NOTE, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10%) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS ($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 SUrw- CONFESSION OF JUDGMENT AND STATES TH'T EITHER A REPRESENTATIVE OF LENDER SPEC19CALLY CALLED THIS CONFESSI( OF JUDGMENT PROVISION TO BORROWER kTTENTION OR BORROWER HAS BEEN ' PROMISSORY NOTE Loan No: 3178888 (Continued) Page 3 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. BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE. THIS NOTE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS NOTE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. LASER PRO Lmdinp, Var. 3.21.10.002 Cop,. Hnlend A ...W SaWdon,, In,. 1997, 2001. NI Right Re,erved. - PA HAWIN"M%LPWIN\CFINM%020.Ft 1A-12291 PR-19 DISCLO. )RE FOR CONFESSION OF J% GMENT References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Anv item above containing " * * * " has been omitted due to text length limitations. Affiant: Progress Avenue Limited Partnership (TIN 25-1780583) 101 U. S. Route 15 South Dillsburg, PA 17019 Lender: COMMERCE BANK/HARRISBURG N.A. COMMERCIAL BUSINESS DEPARTMENT 100 SENATE AVENUE CAMP HILL, PA 17011 (717) 975-5630 DISCLOSURE FOR CONFESSION OF JUDGMENT I AM EXECUTING, THIS A/ DAY OF YA PROMISSORY NOTE FOR $325,000.00 OBLIGATING ME TO REPAY THAT AMOUNT. A. I UNDERSTAND THAT THE NOTE CONTAINS A CONFESSION OF JUDGMENT PROVISION THAT WOULD PERMIT LENDER TO ENTER JUDGMENT AGAINST ME IN COURT, AFTER A DEFAULT ON THE NOTE, WITHOUT ADVANCE NOTICE TO ME AND WITHOUT OFFERING ME AN OPPORTUNITY TO DEFEND AGAINST THE ENTRY OF JUDGMENT. IN EXECUTING THE NOTE, BEING FULLY AWARE OF MY RIGHTS TO ADVANCE NOTICE AND TO A HEARING TO CONTEST THE VALIDITY OF ANY JUDGMENT OR OTHER CLAIMS THAT LENDER MAY ASSERT AGAINST ME UNDER THE NOTE, I AM KNOWINGLY, INTELLIGENTLY, AND VOLUNTARILY WAIVING THESE RIGHTS, INCLUDING ANY RIGHT TO ADVANCE NOTICE OF THE ENTRY OF JUDGMENT, AND I EXPRESSLY AGREE AND CONSENT TO LENDER'S ENTERING JUDGMENT AGAINST ME BY.CON AS PROVIDED FOR IN THE CONFESSION OF JUDGMENT PROVISION. INITIALS: ::::>.:::::':5`"'?' _t:.".!:•;:: B. I FURTHER UNDERSTAND THAT IN ADDITION TO GIVING LENDER THE RIGHT TO ENTER JUDGMENT AGAINST ME WITHOUT ADVANCE NOTICE OR A HEARING, THE CONFESSION OF JUDGMENT PROVISION IN THE NOTE ALSO CONTAINS LANGUAGE THAT WOULD PERMIT LENDER, AFTER ENTRY OF JUDGMENT, AGAIN WITHOUT EITHER ADVANCE NOTICE OR A HEARING, TO EXECUTE ON THE JUDGMENT BY FORECLOSING UPON, ATTACHING, LEVYING ON, TAKING POSSESSION OF OR OTHERWISE SEIZING MY PROPERTY, IN FULL OR PARTIAL PAYMENT OF THE JUDGMENT. IN EXECUTING THE NOTE, BEING FULLY AWARE OF MY RIGHTS TO ADVANCE NOTICE AND A HEARING AFTER JUDGMENT IS ENTERED AND BEFORE EXECUTION ON THE JUDGMENT, I AM KNOWINGLY, INTELLIGENTLY AND VOLUNTARILY WAIVING THESE RIGHTS, AND I EXPRESSLY AGREE AND CONSENT TO LENDER'S IMMEDIATELY EXECUTING ON THE JUDGMENT, IN ANY MANNER PERMPPLICABLE STATE AND FEDERAL LAW, WITHOUT GIVING ME ANY ADVANCE NOTICE. INITIALS: C. AFTER HAVING READ AND DETERMINED WHICH OF THE FOLLOWING STATEMENTS ARE APPLICABLE, AND BY PLACING MY INITIALS NEXT TO EACH STATEMENT WHICH APPLIES, I REPRESENT THAT: INITIALS 1. 1 WAS REPRESENTED BY MY OWN INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THE NOTE. 2. A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THE CONFESSION OF JUDGMENT PROVISION IN THE NOTE TO MY ATTENTION. D. I CERTIFY THAT MY ANNUAL INCOME EXCEEDS $10,000; THAT THE BLANKS IN THIS DISCLOSURE WERE FILLED IN WHEN 1 INITIALED AND SIGNED IT; AND THAT I RECEIVED A COPY AT THE TIME OF SIGNING. THIS DISCLOSURE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS DISCLOSURE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. AF PR By LASER RIO Lording, Vr. 9.34.10.00Z Cop,. Nyland Fnm,W 9oNW- Ina. 1997, 3004. AS Rights R-d. - PA N:WRNAPP9\LPWINICR%LPL1030.FC M13291 P 19 Limited Partnership PROMISSORY NOTE MODIFICATION AGREEMENT THIS PROMISSORY NOTE MODIFICATION AGREEMENT, made.and entered into as of this 13°1 day of April, Z011, by and between Metro Bank (hereinafter called "Lender"), having its principal place of business at 3801 Paxton Street, Harrisburg Pennsylvania 17111, and Progress Avenue Limited Partnership (hereinafter called "Borrower"). WITNESSETH: WHEREAS, Borrower executed and delivered to Lender.a Promissory None dated July 16, 2004, as amended (the "Note"), in the original amounr of $325,000.00, which evidences a loan (N3178888) as amended, by the Lender to the Borrower; and WHEREAS, the Lender and Borrower mutually agree to modify the terms of the Note to extend the maturity date, as hereinafter provided. NOW THEREFORE, for value received and in consideration of the mutual covenants and agreements hereinafter contained and intending to be legally bound hereby, Lender and Borrower covenant and agree to amend and modify the Note heretofore described as follows: 1. The maturity date for the above-referenced loan is hereby extended from April 1, 2011 to May 1, 2011. This Promissory Note Modification Agreement is deemed to have been effective as of April 1, 2011. Reference to Lender: This Promissory Note Modification Agreement is being made by Metro Bank formerly known as Commerce Bank/Harrisburg, N.A. Confession of Judgment: BORROWER AGREES THAT THE CONFESSION OF JUDGMENT CLAUSE CONTAINED IN THE NOTE DATED JULY 16, 2004, REMAINS IN FULL FORCE AND EFFECT AND LENDER'S RIGHTS THEREUNOER CONTINUE WITH THE SIGNING OF THIS PROMISSORY NOTE MODIFICATION AGREEMENT. THE DISCLOSURE FOR CONFESSION OF JUDGMENT DATED JULY 16, 2004 REMAINS IN FULL FORCE AND EFFECT AND B DEEMED TO BE REAFFIRMED IMITH THE SIGNING OF THIS PROMISSORY NOTE MODIFICATION AGREEMENT. BOTH THE NOTE AND THE DISCLOSURE FOR CONFESSION OF JUDGMENT ARE ATTACHED HERETO AS EXHIOTTA. Except to the extent specifically set forth herein, all of the terms, conditions, covenants and agreements contained in the Note shall remain in full force and effect Borrower hereby ratifies and affirms each and every term and condition, obligation, and covenant of Borrower under the Note in every respect and shall pay and discharge the indebtedness evidenced by the Note in accordance With its terms as modified herein. This modification shall not altar, diminish, or otherwise affect the lien of the Promissory or the collateral therein described. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. ATTEST: Metro Bank C B. An rew D. J hnso nior vice resident Borrower: gressAvenue Limited Partnersh' BY, itness Dusan ratic, General Partne of Progress Avenue Limited Partnership JUL-22-2010 16:20 COMMERCE DOCUMENTATION 717 909 0355 P.06 L#,aCLOSURE FOR CONfES510N OF JUDGMEh THE UNDERSIGNED IS EXECUTING ON BEHALF OF DECLARANT, THIS 22"d DAY OF JULY, 2010, A CHANGE IN TERMS AGREEMENT TO THE PROMISSORY NOTE FOR $324,999.90 (LOAN NUMBER 3178888) OBLIGATING DECLARANT TO REPAY THAT AMOUNT. A. THE UNDERSIGNED UNDERSTANDS THAT THE NOTE AND THE CHANGE IN TERMS AGREEMENT CONTAINS A CONFESSION OF JUDGMENT PROVISION THAT WOULD PERMIT LENDER TO ENTER JUDGMENT AGAINST DECLARANT IN COURT, AFTER A DEFAULT ON THE NOTE AS AMENDED, WITHOUT ADVANCE NOTICE TO DECLARANT AND WITHOUT OFFERING DECLARANT AN OPPORTUNITY TO DEFEND AGAINST THE ENTRY OF JUDGMENT. IN EXECUTING THE CHANGE IN TERMS AGREEMENT, BEING FULLY AWARE OF DECLARANT'S RIGHTS TO ADVANCE NOTICE AND TO A HEARING TO CONTEST THE VALIDITY OF ANY JUDGMENT OR OTHER CLAIMS THAT LENDER MAY ASSERT AGAINST DECLARANT UNDER THE NOTE AS AMENDED, THE UNDERSIGNED, ON BEHALF OF THE DECLARANT, IS KNOWINGLY, INTELLIGENTLY, AND VOLUNTARILY WAIVING THESE RIGHTS, INCLUDING ANY RIGHT TO ADVANCE NOTICE OF THE ENTRY OF JUDGMENT, AND THE UNDERSIGNED EXPRESSLY AGREES AND CONSENTS TO LENDER'S ENTERING JUDGMENT AGAINST DECLARANT BY CONFESSION AS PROVIDED F N T CONFESSION OF JUDGMENT PROVISION. INITIALS: B. THE UNDERSIGNED FURTHER UNDERSTANDS THAT IN ADDITION TO GIVING LENDER THE RIGHT TO ENTER JUDGMENT AGAINST DECLARANT WITHOUT ADVANCE NOTICE OR A HEARING, THE CONFESSION OF JUDGMENT PROVISION IN THE NOTE AND THIS CHANGE IN TERMS AGREEMENT ALSO CONTAIN LANGUAGE THAT WOULD PERMIT LENDER, AFTER ENTRY OF JUDGMENT, AGAIN WITHOUT EITHER ADVANCE NOTICE OR A HEARING, TO EXECUTE ON THE JUDGMENT BY FORECLOSING UPON, ATTACHING, LEVYING ON, TAKING POSSESSION OF OR OTHERWISE SEIZING DECLARANTS PROPERTY, IN FULL OR PARTIAL PAYMENT OF THE JUDGMENT. IN EXECUTING THE CHANGE IN TERMS AGREEMENT, BEING FULLY AWARE OF DECLARANT'S RIGHTS TO ADVANCE NOTICE AND A HEARING AFTER JUDGMENT IS ENTERED AND BEFORE EXECUTION ON THE JUDGMENT, THE UNDERSIGNED, ON BEHALF OF THE DECLARANT, IS KNOWINGLY, INTELLIGENTLY AND VOLUNTARILY WAIVING THESE RIGHTS, AND THE UNDERSIGNED EXPRESSLY AGREES AND CONSENTS TO LENDER'S IMMEDIATELY EXECUTING ON THE JUDGMENT IN ANY MANNER PERMITTED BY APPLICABLE STATE AND FEDERAL W, WITHOUT GIVING DECLARANT ANY ADVANCE NOTICE. INITIALS: C. AFTER HAVING READ AND DETERMINED WHICH OF THE FOLLOWING STATEMENTS ARE APPLICABLE, BY INITIALING EACH STATEMENT THAT APPLIES, THE UNDERSIGNED REPRESENTS THAT: INITIALS: 1. DECLARANT WAS REPRESENTED BY DECLARANT'S OWN INDEPENDENT LEGAL COUNSEL IN CON 10 WITH THE NOTE AND THIS CHANGE IN TERMS AGREEMENT. 2. A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THE CONFESSION OF JUDGMENT PROVISIOU IN THE NOTE AND THIS CHANGE IN TERMS AGREEMENT TO DECLARANTS ATTENTION. THIS DISCLOS E IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS DISCLOSURE IS AND SHALL CONSTITUTE AND HAVE THE EF CT OF A SEALED INSTRUMENT ACCORDING TO LAW. DECLARANTAPROGRESS AVENUE LIMITED PARTNERSHIP BY: "-I' (SEAL) ( DUSAN BRATIC, GENERAL PARTNER OF PROGRESS AVENUE LIMITED PARTNERSHIP CHANGE IN TERMS AGREEMENT Principal Loan Date Maturity Loan No Call 1 Coll Account Officer Initials $324.999.90 07-16-2004 01-01-2011 3178888 2204 References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item, Any Item above containing -- has been omitted due to text length limitations. Borrower: Progress Avenue Limited Partnership Lender: METRO BANK 101 U. S. Route 15 South COMMERCIAL BUSINESS DEPARTMENT Dlllsburg, PA 17019 3301 PAXTON STREET HARRISBURG, PA 17111 (Nall) 937-0004 Principal Amount: $324,999.90 Date of Agreement: November 22, 2010 DESCRIPTION OF CHANGE IN TERMS. The maturity date for the above-referenced loan Is hereby extended from December 1, 2010 to January 1, 2011. CONTINUING VALIDITY. Except as expressly changed by this Agreement, the terms of the original obligation or obligations, Including all agreements evidenced or securing the obligation(s), remain unchanged and in hull force and effect. Consent by Lender to this Agreement does not waive Lendors right to strict performance of the ebllgatlon(s) as changed, nor obligate Lender to make any future change in terms. Nothing in this Agreement will constitute a satisfaction of the obligation(s), It is the intention of Lender to retain as liable parties all makers and endorsers of the original obligation(s), including accommodation parties, unless a party is expressly released by Lender in writing. Any maker or endorser. Including accommodation makers, will not be released by virtue of this Agreement. If any person who signed the original obligation does not sign this Agreement below, then all persons signing below acknowledge that this Agreement is given conditionally, based on the representation to Lander that the non-aigning party consents to the changes and provisions of this Agreement or otherwise will not be released ey it. This waiver applies not only to any initial extension, modification or release, but also to all such subsequent actions. REFERENCE TO LENDER. This Change in Terms Agreement is being made by Metro Bank formerly known as Commerce Bank / Harrisburg, N.A. CONFESSION OF JUDGMENT, BORROWER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE 1 PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR BORROWER AFTER A DEFAULT UNDER THIS NOTE AND WITH OR WITHOUT COMPLAINT FILED. CONFESS OR ENTER JUDGMENT AGAINST BORROWER FOR THE ENTIRE PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED INTEREST, LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THIS NOTE, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10%) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS (5500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS NOTE OR A COPY OF THIS NOTE VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS NOTE TO CONFESS JUDGMENT AGAINST BORROWER SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS NOTE. BORROWER HEREBY WAIVES ANY RIGHT BORROWER MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO BORROWER'S ATTENTION OR BORROWER HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. THIS AGREEMENT IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS AGREEMENT IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. PRIOR TO SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT. BORROWER AGREES TO THE TERMS OF THE AGREEMENT. BORROWER: PROGRESS AVENUE LIMITED PARTNERSHIP Partnership Lw 000 L..* O, vim. t.O.'s-M Cq4 $.M. ,> M ,90r, am N M" A-- - 0A A'KTILLCN6iVC1C TGwOlM M- DISCLOSURE FOR CONFESSION OF JUDGMENT THE UNDERSIGNED 15 EXECUTING ON BEHALF OF DECLARANT, THIS 22°° DAY OF NOVEMBER, 2010, A CHANGE IN TERMS AGREEMENT TO THE PROMISSORY NOTE FOR $324,999.90 (LOAN NUMBER 3178888) OBLIGATING DECLARANT TO REPAY THAT AMOUNT. A. THE UNDERSIGNED UNDERSTANDS THAT THE NOTE AND THE CHANGE IN TERMS AGREEMENT CONTAINS A CONFESSION OF JUDGMENT PROVISION THAT WOULD PERMIT LENDER TO ENTER JUDGMENT AGAINST DECLARANT IN COURT, AFTER A DEFAULT ON THE NOTE AS AMENDED, WITHOUT ADVANCE NOTICE TO DECLARANT AND WITHOUT OFFERING DECLARANT AN OPPORTUNITY TO DEFEND AGAINST THE ENTRY OF JUDGMENT. IN EXECUTING THE CHANGE IN TERMS AGREEMENT, BEING FULLY AWARE OF DECLARANT'S RIGHTS TO ADVANCE NOTICE AND TO A HEARING TO CONTEST THE VALIDITY OF ANY JUDGMENT OR OTHER CLAIMS THAT LENDER MAY ASSERT AGAINST DECLARANT UNDER THE NOTE AS AMENDED, THE UNDERSIGNED, ON BEHALF OF THE DECLARANT, IS KNOWINGLY, INTELLIGENTLY, AND VOLUNTARILY WAIVING THESE RIGHTS, INCLUDING ANY RIGHT TO ADVANCE NOTICE OF THE ENTRY OF JUDGMENT, AND THE UNDERSIGNED EXPRESSLY AGREES AND CONSENTS TO LENDER'S ENTERING JUDGMENT AGAINST DECLARANT BY CONFESSIO TIP VIDED FOR IN THE CONFESSION OF JUDGMENT PROVISION. INITIALS: B. THE UNDERSIGNED FURTHER UNDERSTANDS THAT IN ADDITION TO GIVING LENDER THE RIGHT TO ENTER JUDGMENTAGAINST DECLARANT WITHOUTADVANCE NOTICE OR A HEARING, THE CONFESSION OF JUDGMENT PROVISION IN THE NOTE AND THIS CHANGE IN TERMS AGREEMENT ALSO CONTAIN LANGUAGE THAT WOULD PERMIT LENDER, AFTER ENTRY OF JUDGMENT, AGAIN WITHOUT EITHER ADVANCE NOTICE OR A HEARING, TO EXECUTE ON THE JUDGMENT BY FORECLOSING UPON, ATTACHING, LEVYING ON, TAKING POSSESSION OF OR OTHERWISE SEIZING DECLARANT'S PROPERTY, IN FULL OR PARTIAL PAYMENT OF THE JUDGMENT. IN EXECUTING THE CHANGE IN TERMS AGREEMENT, BEING FULLY AWARE OF DECLARANT'S RIGHTS TO ADVANCE NOTICE AND A HEARING AFTER JUDGMENT 15 ENTERED AND BEFORE EXECUTION ON THE JUDGMENT, THE UNDERSIGNED, ON BEHALF OF THE DECLARANT, IS KNOWINGLY, INTELLIGENTLY AND VOLUNTARILY WAIVING THESE RIGHTS, AND THE UNDER5IGNED EXPRESSLY AGREES AND CONSENTS TO LENDER'S IMMEDIATELY EXECUTING ON THE JUDGMENT IN ANY MANNER PERMITTED BY APPLICABLE STATE AND FEDERAL LAW, WITHOUT GAING DECLARANT ANY ADVANCE NOTICE. INITIALS: M'1 C. AFTER HAVING READ AND DETERMINED WHICH OF THE FOLLOWING STATEMENTS ARE APPLICABLE, BY INITIALING EACH STATEMENT THAT APPLIES, THE UNDERSIGNED REPRESENTS THAT: INITIALS: 1. DECLARANT WAS REPRESENTED BY DECLARANT'S OWN INDEPENDENT LEGAL COUNSEL IN CONNE I N WITH THE NOTE AND THIS CHANGE IN TERMS AGREEMENT. 2. A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THE CONFESSION OF JUDGMENT PROVISION IN THE NO AND THIS CHANGE IN TERMS AGREEMENTTO DECLARANT'S ATTENTION. THIS DISCLOSURj1S GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS DISCLOSURE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEA O INSTRUMENT ACCORDING TO LAW. DECLARANT: ESS AVENUE LIMITED PARTNERSHIP BY: DUSAN (SEAL) C, GENERAL PARTNER OF PROGRESS AVENUE LIMITED PARTNERSHIP DISCLOSURE FOR CONFESSION OFJUDGMh- THE UNDERSIGNED IS EXECUTING ON BEHALF OF THIS 17th DAY F NUMBER 3078 88),OBLI6ATINGADENGE IN CLARANT rT0 AGREEMENT TO THE PROMISSORY NOTE FOR $324,999.90 REPAY THAT AMOUNT. A. THE UNDERSIGNED UNDERSTANDS THAT THE NOTE AND THE CHANGE IN TERMS AGREEMENT CONTAINS A CONFESSION OF JUDGMENT PROVISION THAT WOULD PERMIT LENDER TO ENTER JUDGMENT AGAINST DECLARANT IN COURT, AFTER A DEFAULT ON THE NOTE AS AMENDED, WITHOUT ADVANCE NOTICE TO DECLARANT AND WITHOUT OFFERING DECLARANT AN OPPORTUNITY TO DEFEND AGAINST THE ENTRY OF JUDGMENT. IN EXECUTING THE CHANGE IN TERMS AGREEMENT, BEING FULLY AWARE OF DECLARANT'S RIGHTS TO ADVANCE NOTICE AND TO A HEARING TO CONTEST THE VALIDITY OF ANY JUDGMENT OR OTHER CLAIMS THAT LENDER MAY ASSERT AGAINST DECLARANT UNDER THE NOTE AS AMENDED, THE UNDERSIGNED, ON BEHALF OF THE DECLARANT, IS KNOWINGLY, INTELLIGENTLY, AND VOLUNTARILY WAIVING THESE RIGHTS, BY UNDERSIGNED FESS ON EXPRESSLY INCLUDING ANY RIGHT TO ADVANCE AS NDER'S NOTICE ENTERING JUDGMENT AND THE AGREES AND CONSENTS TO PROVIDED F IN THE NFESSION OF JUDGMENT PROVISION. INITIALS: B. THE UNDERSIGNED FURTHER UNDERSTANDSTHAT IN ADDITION TO GIVING LENDER THE RIGHT TO THE CONFESSION OF ENTER JUDGMENT AGAINST DECLARANT WITHOUT ADVANCE NOTICE OR A HEARING, JUDGMENT PROVISION IN THE NOTE AND THIS CHANGE IN TERMS AGREEMENT ALSO CONTAIN LANGUAGE THAT WOULD PERMIT LENDER, AFTER ENTRY OF JUDGMENT, AGAIN WITHOUT EITHER ADVANCE NOTICE OR A LEVYING ON TAKING HEARING, TO EXECUTE ON THE JUDGMENT BY FORECLOSING UPON, ATTACHING, POSSESSION OF OR OTHERWISE SEIZING DECLARANT'S PROPERTY, IN FULL OR PARTIAL PAYMENT OF THE JUDGMENT. IN EXECUTING THE CHANGE IN TERMS AFTER UDGMENTES, EBEING NTERED AND BEFORE DEXECUT?ION,SON RIGHTS THE TO ADVANCE NOTICE AND A H JUDGMENT, THE UNDERSIGNED, ON BEHALF OF THE DECLARANT, IS KNOWINGLY, INTELLIGENTLY AND VOLUNTARILY WAIVING THESE RIGHTS, AND THE UNDERSIGNED EXPRESSLY AGREES AND CONSENTS TO LENDER'S IMMEDIATELY EXECUTING ON THE JUDGMENT IN ANY MANNER PERMITTED BY APPLICABLE STATE AND FEDERAL LAW, WITHOUT GIVING DECLARANT ANY ADVANCE NOTICE. INITIALS: C. AFTER HAVING READ AND DETERMINED WHICH OF THE FOLLOWING STATEMENTS ARE APPLICABLE, BY INITIALING EACH STATEMENT THATAPPLIES, THE UNDERSIGNED. REPRESENTSTHAT: INITIAL ONE BELOW: R1. DECLARANT WAS REPRESENTED BY DECLARANT'S OWN INDEPENDENT LEGAL COUNSEL IN CONNECTI N WITH THE NOTE AND THIS CHANGE IN TERMS AGREEMENT. 2. A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THE CONFESSION OF JUDGMENT PROVISION IN THE NOTE AND THIS CHANGE IN TERMS AGREEMENTTO DECLARANTS ATTENTION. THIS DISCL SURE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS DISCLOSURE IS AND SHALL CONSTITUTE AND HAVE THE IdFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. ROGRESS AVENUE LIMITED PARTNERSHIP (SEAL) BY: DUS BRATtC, GENERAL PARTNER OF PROGRESS AVENUE LIMITED PARTNERSHIP APR-27-2010 12:52 P•0'4 0 Hf" m-e-3-Gins 14- YJ7 IGRI.C JJUUUI'IGIV I1'I I lUly r i r `G CHANGE IN TERMS AREEMENT Principal loan Date Maturity Loan No tau / Con Account Initials. $324,989-90 07-16-2004 06.01-201D 3178888 ?24 t'_ Referenoes In Die boxes above its for Lender's use only and do not limit the applicability of this document to any particular klim- 1 itent. Any item above containing ""'" has been omitted due to text IOn th limitations. Borrower Progress Avenue Limited Partnership Lender: METRO BANK 101 V. a. Route 1'S South COMMERCIAL BUSINESS DEPARTMEN,*. r;. Dlltsburq, FA 17019 3601 PAXTON STREET HARRISBURG, PA 17111 (61A) 93T-0e04 ???, Principal Amount: $324.999.90 Date of Agreement: Aprt 2010, DESCRIPTION OF CHANGE IN TERMS. Tice maturity date for the above-refOrenced loan Is hereby extended from May 1, 2010 t4 A ?e 1.2010, ll d d i g r,xcl u ing s on or CONTINUING VALIDITY. Except as expressly changed by this Agreement, the terms of the or4nal obligat agreements evidenced or securing the obligation(s), remain unchanged and in full force and effect. Consent by Lander to this 4I$emettl dons not waive Landar'a right tC strict peAOmlance of the obligaton(s) as chiny@d, nor obligate Lender to make any future Change to Nothing, in this Agreement will constitute a ssti6fscti0n of the obligation(s), it Is th0 Intention of Lender to retain as liable partieAiaker9 end endorsers of the original obligation(s), including accommodation parties, unless a party it expressly released by Lender in wrlUng ;-i, maker or endorser, including accommodation makers, will not be released by virtua of this Agreement, If any person who signed the 6. obligation ; does not sign this Afire rnant below, then all persons signing below acknowledge that this Agreement is given oondillcnalry,' ad On tale,:.: ,.; representation to Lender that the non?igning party consents to the changes and provisions of this Agreement or Otherwise Nell m.4 -Ae relaaaad by it. Tnis wsivor applies not only to any initial extenaian, Axwcallon or release, but also to all such subsequent actlons, REFERENCE TO LENDER This Change in Terns Agreement is being made by Metro Bank formerly known as Commerce Bank / h?Lrg. NA. ± CONFESSION OF JUDGMENT. BORROWER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORJ?C-' OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR; AT=ANY TIME FOR BORROWER AFTER A DEFAULT UNDER THIS NOTE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENl'W? .UUDGMENT :. . AGAINST BORROWER FOR THE ENTIRE PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED INTEREST, LATE CHARGES.;?ANY AVID ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THIS NOTE, TOGETH 1±fH COS`t5 t OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10%) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED' M FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS ($500) ON WHICH JUDGMENT OR JUDGONE QR MORE EXECUTIONS MAY ISSUE IMMEDIATELY: AND FOR $O DOING, THIS NOTE OR A COPY OF THIS NOTE VERIFIED BY AFFfP&VIT SHALL tilt 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?MENTIN---- FULL OF ALL AMOUNTS DUE UNDER THIS NOTE BORROWER HEREBY WAIVES ANY RIGHT BORROWER MAY HAVE TO NgTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVegF LENDER - AS BEEN SPECIFICALLY CALMED THIS CONFESSION OF JUDGMENT PROVISION TO BORROWER'S ATTENTION OR BORROWER;E REPRESENTED BY INDEPENDENT LEGAL COUNSEL Y THIS AGREEMENT IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS AGREEMENT IS AND SHALL CONSTITUTE AP(1;I. HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. PRIOR TO SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT. *RROWER AGREES TO THYTERMS OF THE AGREEMENT. 'BORROWER PROGRESS MUE LIMITED PARTNEAUMP By: Pusan Waft, General Partner of Progress Avenue Limile Partnership -n sn.,u., aw cow c., .,, Mu+e. ?. Im. sta. mmm N1?'d?k FEB-25-2010 14:19 (1 r :Au o r?.u. r?n-cc- xulYJ 1J• J4 crr'-M 1Jut-ul•ILIV I n I IL7v CHANGE IN Tf:RMS AGREEMENT P. 05/05 r. ruti,o ru,) Principal Loan Date Maturity Loan No Call / Coil Account Officer Initials $324,999 90 07-16.2004 45-01-2010 31T$888 2204 References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any Item above. gcntainIng -m nos been ornitted due to text length limitations. Borrower: Progress Avenue Llmieed partnership 101 U. S. Route 15 South Dillsburg, PA 17019 Lender. METRO BANK COMMERCIAL BUSINESS DEPARTMENT 3801PAXTON STREET HARRISBURG, PA 17111 (899) 937-0004 Principal Amount: $324,999.90 Date of Agreement: February z2, 2010 DESCRIPTION OF CHANGE IN TERMS. The maturity date for the above-referenced loan is hereby extended from March 1, 2010 to May 1. 2010. CONTINUING VALIDITY. Except as expressly changed by Mls Agreement, the terms of the original obligation or obligations. including all agreements evidenced or securing the obligation(s), rema?R Lrienanged and in full force and effect. Consent by Lender to this Agreement does not waive Lender's right to strict performance of the obligation(s) as changed, nor obligate Lender to make any future change in terns. Nothing in this Agreement will constitute a satisfaction of the obligation(s). It is the Intention of Lender to retain as liable psrtles all makers and endorsers of the original obligation(s). including accommodation parties, unless a party is expressly released by Lender in writing, Any maker or endorser, including sccommodation makers, will not be released by virtue of this Agreement. If any person wr+o signed the original obligation does not sign this Agreement below, then all persons signing below acknowledge that this Agreement is given conditionally, based an tnr representation to Lender that the non-signing party consents to the changes and, provisions of this Agreement or olhenviso will not be released by it. This waiver applies not only to any initial extension. modipcetlon or release, but also to all such subsequent actions. REFERENCE TO LENDER This Change in Terms Agreement is being made by Metro Bank formerly known as Commerce Bank I Harrc;burg, NA. CONFESSION OF JUDGMENT. BORROWER HEREBY IRREVOCABLY AUTHCRI7-ES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR BORROWER AFTER A DEFAULT UNDER THIS NOTE AND WITH OR WITHOUT COMPLAINT FILED. CONFESS OR ENTER JUDGMENT AGAINST BORROWER FOR THE ENTIRE PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED INTEREST, LATE: CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THIS NOTE, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10%) OF THE UNPAID PRINCIPAL BALANCE 4WD ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS ($500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE UECLMONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS NOTE OR A COPY OF THIS NOTE VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRMT. THE AUTHORITY GRANTED IN THIS NOTE TO CONFESS JUDGMENT AGAINST BORROWER SMALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE: UNDER THIS NOTE. BORROWER HEREBY WAIVES ANY RIGHT BORROWER MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO* BORROWER'S ATTENTION OR BORROWER HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. THIS AGREEMENT IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS AGREEMENT IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. PRIOR TO SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT. BORROWER AGREES TO THE TERMS OF THE AGREEMENT. BORROWER, f PROGRESS ENUE LIMITED PARTNERSHIP By Seal) Dusa rot e, General Partner o Progress Avenue Llmlt Partnership IAA"MGL-ft. W.. CO.%Co, CY' M70 Y%,Wa -" •.. %Vllr.Ip1R:IC TW-121" Full TOTAL'P.05 CHANGE IN TERMS AGREEMENT Principal Loan Date maltulity Loan No Call I Coll T Account Officer Initials 7- I 07-16-2004 03-01-2010 3178888 2204 $324,999.90 Rererenoes in the boxes above are rot Lender's use only and do not limit the applicability or this document to any particular loan or item. Any item above containing has beers omht due to text length limitations. Borrower: Progress Avenue Limited Partnembip Lender. METRO BANK 101 U. S. Route 1 S South COMMERCIAL BUSINESS DEPARTMENT Dlllseurg, PA 17019 3801 PAXTON STREET' HARRISBURG, PA 17111 (888) 937.0004 ? r n rsi Principal Amount: $32x999.90 Date of Agreement: November 20, 2009 DESCRIPTION OF CHANGE IN TERMS. The maturity Cate for the above-referenced loan is hereby Extended from December 1, 2009 to March 1, 2010, CONTINUING VALIDITY. Except as expressly changed by this Agreement. Aria terms of the original obligation or obllgadons, Including all agreements evidenced or securing the obligation(s), remain unchanged and in full force and effect. Content oy Lender to this Agreement does not waive Lender's right to strict porformanee of the obligation(s) as changed, nor obligate Lender to make any future change In terms. Nothing in this Agreement will constitute a satisfaction of the obligation(s). It is the intention of Lender to retain as liable parties all makers and endorsers of the original obligation(s), including accommodation Parties, unless a party is exprossly released by Lender in writing. Any maker or endorser, including accommodation makers, will not be released by vine of this Agreement. If any person -tic signed the original obligation does not sign this Agreement below. Then all persons signing below acknowledge that this Agreement is given condMonally, based on the reprecent3tion to Lender gtet the non-signing party consents to the changes and provisions of this Agreement or otherwise will not be releaseo by it. This waiver applies not only to any Wliat extension, modification or release, but also to all such subsequent actions. REFERENCE TO LENDER. This Change in Terms Agreement is being made by Metro Bank formerly known as Commerce Bank I Harrisburg, N,A, CONFESSION OF JUDGMENT. BORROWER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE. TO APPEAR AT ANY TIME FOR BORROWER AFTER A DEFAULT UNDER THIS NOTE AND WITH OR WITHOUT COMPLAINT FILED. CONFESS OR ENTER JUDGMENT AGAINST BORROWER FOR THE ENTIRE PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED INTEREST, LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THIS NOTE, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10%) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS ($500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS NOTE OR A COPY OF THIS NOTE VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT, THE AUTHORITY GRANTED IN THIS NOTE TO CONFESS JUDGMENT AGAINST BORROWER SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS NOTE. BORROWER HEREBY WANES ANY RIGHT BORROWER MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO BORROWER'S ATTENTION OR BORROWER HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL THIS AGREEMENT IS GIVEN UNDER SEAL AND IT 13 INTENDED THAT THIS AGREEMENT 19 AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. PRIOR TO SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT, BORROWER AGREES TO THE 'FERNS OF THE AGREEMENT. BORROWER, PROGRESS Parlnership M1NC M11 NrM Yv W'*"I CW 'ter l+lrf?l }a,/?w, N{ 1,N IM rice, ??+.Y • ?? 1`C/ 4 O-t n 'b-,W ?4 ry 7T •7T ann7_b7_nnN DIS-OSURE FOR CONFESSION OF JUT;` .AF-NT THE UNDERSIGNED IS EXECUTING ON BEHALF OF DECLARANT. THIS 20" DAY OF NOVLMBER, 200Y. A CHANGE IN TERMS AGREEMENT TO THE PROMISSORY NOTE FOR $324,999.90 (LOAN NUMBER 3178888) OBLIGATING DECLARANT TO REPAY THAT AMOUNT. A. THE UNDERSIGNED UNDERSTANDS THAT THE NOTE AND THE CHANGE IN TERMS AGREEMENT CONTAINS A CONFESSION OF JUDGMENT PROVISION THAT WOULD PERMIT LENDER TO ENTER )UDGMFNT AGAINST DECLARANT IN COURT, AFTER A DEFAULT ON THE NOTE AS AMENDED, WITHOUT ADVANCE NOTICE TO DECLARANT AND WITHOUT OFFERING DECLARANT AN OPPORTUNITY TO DEFEND AGAINST THE ENTRY OF JUDGMENT. IN EXECUTING THE CHANGE IN TERMS AGREEMENT, BEING FULLY AWARE OF DECLARANC'S RIGHTS TO ADVANCE NOTICE AND TO A HEARING TO CONTEST THE VALIDITY OF ANY JUDGMENT OR OTHER CLAIMS THAT LENDER MAY ASSERT AGAINST DECLARANT UNDER THE NOTE AS AMENDED, THE UNDERSIGNED, ON BEHALF OF THE DECLARANT, IS KNOWINGLY, INTELLIGENTLY, AND VOLUNTARILY WAIVING THESE RIGHTS, INCLUDING ANY RIGHT To ADVANCE- NOTICE OF THE ENTRY OF JUDGMENT, AND THE UNDERSIGNED EXPRESSLY AGREES AND CONSENTS TO LENDER'S ENTERING JUDGMENT AGAINST DECLARANT BY CONFESSION AS PROVIDED FOR IN THE CONrESSiO?GMENT PROVISION. y INITIALS: B. THE UNDERSIGNED FURTHER UNDERSTANDS THAT IN ADDITION TO GIVING LENDER THE RIGHT TO EN'rER JUDGMENT AGAINST DECLARANT WITHOUT ADVANCE NOTICE OR A HEARING, THk CONFESSION OF JUDGMENT PROVISION IN THE NOTE AND THIS CHANGE IN TERMS AGREEMENT ALSO CONTAIN LANGUAGE THAT WOULD PERMIT LENDER, AFTER ENTRY OF JUDGMENT, AGAIN WiTI{OUT EITHER ADVANCE NOTICE OR A HEARING, 1.0 EXECUTE ON THE JUDGMENT BY FORECLOSING UPON, ATTACHING, LEVYING ON, TAKING POSSESSION OF OR OTHERWISE SEIZING DECLARANT'S PROPERTY, M FULL OR PARTIAL PAYMENT OF THE JUDGMENT. IN EXECUTING THE CHANGE IN TERMS AGREEMENT, BEING FULLY AWARE OF DECLARANT'S RIGHTS TO ADVANCE NOTICE AND A HEARING AFTER JUDGMENT IS ENTERED AND SEFORB EXECUTION ON THE JUDGMENT, THE UNDERSIGNED, ON BEHALF OF THE DECLARANT, IS KNOWINGLY, INTELLIGENTLY AND VOLUNTARILY WAIVING THESE RIGHTS, AND THE UNDERSIGNED EXPRESSLY AGREES AND CONSENTS TO LENDER'S IMMEDIATELY EXECUTING ON 114E JUDGMENT IN ANY M NNER PERMITTED BY APPLICABLE STATE AND FEDERAL LAW, WITHOUT GIVING DECLARANT ANl ANCE NOTICE. li INITIALS: C. AFTER HAVING READ AND DETERMINED WHICH OF THE FOLLOWING STATEMENTS ARE APPLICABLE, BY INITIALING EACH STATEMENT THAT APPLIES, THE UNDERSIGNED REPRESENTS THAT: q _.INITIALS: 1. DECLARANT WAS REPRESENTED BY DECLARANT'S OWN INDEPENDENT LEGAL COUNSEL IN CONNECTION Winl THE NOTE AND THIS CHANGE IN TERMS AGREEMENT. 2. A REPRESENTATIVE. OF LENDER SPECIFICALLY CALLED THE CONFESSION OF JUDGMENT PROVISION IN THE NOTF AND T141S CHANGE IN TERMS AGREEMENT TO DECLARANT'S ATTENTION. _ 1) ly IBIS DiSCLOSU IS GIVEN UNDER SEAL AND IT 1S INTENDED THAT THIS DISCLOSURE IS AND SHALL CONSTITUTE AN HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. DECLARANT: PR •SS AVENUE LIMITED QaR-rNFRCkro BY: DUSAN B (SEAL) OF PROGR$SS AVENUE LIMITED PARTNERSHIP TIC. GENERAL PAR DISCLOSURE FOR CONFESSION OF JUDGMENT THE UNDERSIGNED IS EXECUTING ON BEHALF OF DECLARANT, THIS _!-S-'- DAY OF 054" ? , 20 , A CHANGE IN TERMS AGREEMENT TO THE PROMISSORY NOTE FOR $324.999.90 (Loan #3178888) OBLIGATING DECLARANT TO REPAY THAT AMOUNT. A. THE UNDERSIGNED UNDERSTANDS THAT THE NOTE AND THE CHANGE IN TERMS AGREEMENT CONTAINS A CONFESSION OF JUDGMENT PROVISION THAT WOULD PERMIT LENDER TO ENTER JUDGMENT AGAINST DECLARANT IN COURT, AFTER A DEFAULT ON THE NOTE AS AMENDED, WITHOUT ADVANCE NOTICE TO DECLARANT AND WITHOUT OFFERING DECLARANT AN OPPORTUNITY TO DEFEND AGAINST THE ENTRY OF JUDGMENT. IN EXECUTING THE CHANGE IN TERMS AGREEMENT, BEING FULLY AWARE OF DECLARANT'S RIGHTS TO ADVANCE NOTICE AND TO A HEARING TO CONTEST THE VALIDITY OF ANY JUDGMENT OR OTHER CLAIMS THAT LENDER MAY ASSERT AGAINST DECLARANT UNDER THE NOTE AS AMENDED, THE UNDERSIGNED, ON BEHALF OF THE DECLARANT, IS KNOWINGLY, INTELLIGENTLY, AND VOLUNTARILY WAIVING THESE RIGHTS, INCLUDING ANY RIGHT TO ADVANCE NOTICE OF THE ENTRY OF JUDGMENT, AND THE UNDERSIGNED EXPRESSLY AGREES AND CONSENTS TO LENDER'S ELATE NG JUDGMENT AGAINST DECLARANT BY CONFESSION AS PROVIDED FOR IN THE CONFfr OF JUDGMENT PROVISION. INITIALS. B. THE UNDERSIGNED FURTHER UNDERSTANDS THAT IN ADDITION TO GIVING LENDER THE RIGHT TO ENTER JUDGMENT AGAINST DECLARANT WITHOUT ADVANCE NOTICE OR A HEARING, THE CONFESSION OF JUDGMENT PROVISION IN THE NOTE AND THIS CHANGE IN TERMS AGREEMENT ALSO CONTAIN LANGUAGE THAT WOULD PERMIT LENDER, AFTER ENTRY OF JUDGMENT, AGAIN WITHOUT EITHER ADVANCE NOTICE OR A HEARING, TO EXECUTE ON THE JUDGMENT BY FORECLOSING UPON, ATTACHING, LEVYING ON, TAKING POSSESSION OF OR OTHERWISE SEIZING DECLARANT'S PROPERTY, IN FULL OR PARTIAL PAYMENT OF THE JUDGMENT. IN EXECUTING THE CHANGE IN TERMS AGREEMENT, BEING FULLY AWARE OF DECLARANT'S RIGHTS TO ADVANCE NOTICE AND A HEARING AFTER JUDGMENT IS ENTERED AND BEFORE EXECUTION ON THE JUDGMENT, THE UNDERSIGNED, ON BEHALF OF THE DECLARANT, IS KNOWINGLY, INTELLIGENTLY AND VOLUNTARILY WAIVING THESE RIGHTS, AND THE UNDERSIGNED EXPRESSLY AGREES AND CONSENTS TO LENDER'S IMMEDIATELY EXECUTING ON E JUDGMENT IN ANY MANNER PERMITTED BY APPLICABLE STATE AND FEDERA W THOUT GIVING DECLARANT ANY ADVANCE NOTICE. INITIALS: C. AFTER HAVING READ AND DETERMINED WHICH OF THE FOLLOWING STATEMENTS ARE APPLICABLE, BY INITIALING EACH STATEMENT THAT APPLIES, THE UNDERSIGNED REPRESENTS THAT: INITIALS -I. DECLARANT WAS REPRESENTED BY DECLARANT'S OWN INDEPENDENT LEGAL CO I CONNECTION WITH THE NOTE AND THIS CHANGE IN TERMS AGREEMENT. 2. A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THE CONFESSION OF JUD NT PROVISION IN THE NOTE AND THIS CHANGE IN TERMS AGREEMENT TO DECLARANT'S ATTENTION. T0'd ?ti101 CHANGE IN TERMS AGREEMENT Loan Date Maturity Loan No calliCou Account Officer inH Principal 2204 24 999.90 07-16-2004 0930-2009 31788 nY particular loan or item. been cm neapClue to?fit?ext Ien is do ?? ors e Rdwancas in the oozes above Anv item shove e'3 u ni^ my and do not 9orrower: 10 ?sSAv Route nu 1s t filled Partnership S*uth Dllisbarg, PA 17019 Lender. METRO BANK COMMEROIAL BUSINESS OEPARTINENT 3601 pAXTON STREET HARRISBURG, PA 11111 (Sae)$37-0004 Principal Amount: $324,999.90 Date of Agreement: September 1, 2009 DE'ScRIPT10N OF CHANGE IN TERMS. The maturity dste for the above-referenced loan is hereby extended from August 31, 2009 to September 30, 2009. CONTINUING VALIDITY. Except as expressly changed by this Agreement, the terns of the original obligation or obligations, including ell . Consent Lender to obllgate Lendertto make anyyfuture change nterms. eNothing this agreements evidenced se teict f of the obligation(s) ration(s) at changed. nuor force as liab not waive Lendofs right t to awct performance t is the retain Lender to ntention maker or and in this Agreement 'D 1atfilo m? satisfaction parties, lunless a pally is @%pros* released by Lendarrl n'wrIting oiAl makers (s)' ? endorsers of the original o endorser. including s coommo dadon makers, Will not he released by vtrule of this Agrer:mcnt, If any poison who signed the origins obligation thi based on the does not sign this Agreement t below, than all perwiIi alto thelcchhanges ands prrovis ons of ihisrAgreemlentgoreotherwise win no ee released Qy oy ij. Triia wen to Lender nder th thall t the non*igning paM it. This waiver applies not only to any initial extension, modlficatian or release, but also to all such subsequent actions, REFERENCE TO LENDER This Charge In Terms Agreement is being made by Metro Bank formerly known as Commerce Bank / Harrisburg. N.A. THIS AGREEMENT IS. GIVEN UNDER SEAL AND IT 15 INTENDED THAT THIS AGPEEWENT IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. PRIOR TO SIGNING R S OF THE AGREEMENT. READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT. 80RROWER AGREES T E BORROWER: limited Partnorshlp 410a.wub.?.... f?taa?. ow?....r rr..w ?r,4d+n. API, ?+?a?a •p, :fcr,in?sft/e TV11Y• van G CHANGE IN TERMS AGREEMENT Principal Loan Date Maturity Loan No Cali / Coll Account Officer Initials $324,999.90 07-16-2004 08-31-2009 3178888 T 1 2204 References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "I"" has been omitted due to text length limitations. Borrower: Progress Avenue Limited Partnership Lender: COMMERCE BANK / HARRISBURG T/D/B/A METRO 101 U. S. Route 15 South BANK Dillsburg, PA 17019 COMMERCIAL BUSINESS DEPARTMENT 3801 PAXTON STREET HARRISBURG, PA 17111 (888) 937-0004 Principal Amount: $324,999.90 Date of Agreement: July 21, 2009 DESCRIPTION OF CHANGE IN TERMS. The maturity date for the above-referenced loan is hereby extended from July 31, 2009 to August 31, 2009. CONTINUING VALIDITY. Except as expressly changed by this Agreement, the terms of the original obligation or obligations, including all agreements evidenced or securing the obligation(s), remain unchanged and in full force and effect. Consent by Lender to this Agreement does not waive Lender's right to strict performance of the obligation(s) as changed, nor obligate Lender to make any future change in terms. Nothing in this Agreement will constitute a satisfaction of the obligation(s). It is the intention of Lender to retain as liable parties all makers and endorsers of the original obligation(s), including accommodation parties, unless a party is expressly released by Lender in writing. Any maker or endorser, including accommodation makers, will not be released by virtue of this Agreement. If any person who signed the original obligation does not sign this Agreement below, then all persons signing below acknowledge that this Agreement is given conditionally, based on the representation to Lender that the non-signing party consents to the changes and provisions of this Agreement or otherwise will not be released by it. This waiver applies not only to any initial extension, modification or release, but also to all such subsequent actions. REFERENCE TO LENDER. This Change in Terms Agreement is being made by Commerce Bank / Harrisburg t/d/b/a Metro Bank formerly known as Commerce Bank / Harrisburg, N.A. THIS AGREEMENT IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS AGREEMENT IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. PRIOR TO SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT. BORROWER AGREES TO THE TERMS OF THE AGREEMENT. BORROWER: PROGRESS By:U . Dus Bratic, General Partner of Progress Avenue Limited Partnership LASER PRO Lw*VS VW. 5.15.00.001 Cop. 880800 F%.n Sd. l . Me 1997. 2008. N RI,M$ Rft v - PA SACFNPL1020C.FC 7R-12291 PR-1S JUN-02-2009 16:16 P.33/24 CHANGE IN TERMS AGREEMEN,,(' Principal Loan Date Maturity Loan No Calt !Coll Account OfZOc4er Initials 5325,000.00 07-16-2004 07-31-2009 3178888 References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Anv item above containing " has been omitted due to text length limitations. Borrower: Progress Avenue Limited Partnership 101 U. S. Route 15 South Dillsburg, PA 17019 Lender: COMMERCE BANKMARRISBURG COMMERCIAL BUSINESS DEPARTMENT 3801 PAXTON STREET HARRISBURG, PA 17111 (888) 937-0004 Principal Amount: $325,000.00 Initial Rate: 3.750% Date of Agreement: May 28, 2009 DESCRIPTION OF CHANGE IN TERMS. The maturity date for the above-referenced loan is hereby extended from May 31, 2009 to July 31, 2009. CONTINUING VALIDITY. Except as expressly changed by this Agreement, the terms of the original obligation or obligations, including all agreements evidenced or securing the obligation(s), remain unchanged and in full force and effect. Consent by Lender to this Agreement does not waive Lender's right to strict performance of the obligation(s) as changed, nor obligate Lender to make any future change in terms. Nothing in this Agreement will constitute a satisfaction of the abligation(s). It is the intention of Lender to retain as liable parties all makers and endorsers of the original obligation(s), including accommodation parties, unless a party is expressly released by Lender in writing. Any maker or endorser, Including accommodation makers, will not be released by virtue of this Agreement. If any person who signed the original obligation does not sign this Agreement below, then all persons signing below acknowledge that this Agreement is given conditionally, based on the representation to Lender that the non-signing party consents to the changes and provisions of this Agreement or otherwise will not be released by it. This waiver applies not only to any initial extension, modification or release, but also to all such subsequent actions. THIS AGREEMENT IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS AGREEMENT IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. PRIOR TO SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT. BORROWER AGREES TO THE TERMS OF THE AGREEMENT. BORROWER: PROGRESS A / E LIMITED PARTNERSHIP ey:. Dusan/ erotic, General Partner of Progress Ave Limited Partnership W. WI$ --' U.0t11 MO I.,MM• v.,. ?AO.OO.etO NM. YN,N MYIeW 7,IetgM. I,e. 1n., men .n .•....•.-.o. - -.....-...L..-.....,. ...-.._.. . _- Ck"\NGE IN'TERMS AGREEMENT :` ccount officer Init Loan No call !con 2204 principal Loan Date Maturity 5324.999.90 07-16-200A 05-31-2009 3178688 it the spplic articular loan or .tem. abiltty of this document to any P Refe r ences in the boxes about ender's use only and do not lim Any arc item for L above containing - has been omitted due to text length limitationa- G 10 1 U. progress Avenue a 75 Sot" h Partnership Borrower: Dillaburg, PA 17019 Lender: COMMERCE B, ANKJHAKRISBUR COMMERCIAL BUSINESS DEPARTMENT 3801 PAXTON STREET HARRISBURG, PA 17111 (8881337-0004. Initial Rate: 3.750% Date of Agreement: March 24, LUUV Principal Amount: $324,999.90 for the above•rekrencad town is hereby extended from March 31, 2009 to May .. . maturity dace DESCRIPTION OF CHANGE IN TERMS. The mat or obligations, including et 2009. CONTINUING VALIDITY. Except as expressly changed by this Agreement, the terms of the original obllpation effe, onsent not waive evidenced securing peHo performance of(rhe ci g'ationts)as c angeo, nor obigatelendertTo make any future crhangel nAterms. Nothing not waive lender's right t t It is the intention of Lender to retain as liable parties all m in or Agreement wn constitute a satisfaction inof the lotion pa e(al• endorser, i makers and endorsers n the original rimod ioon akers, will not be released by virtue of this Agreement. 11 any person who signed the original obligation an the eiu accommoation makers. releaseo consents to the changes an provisions of h sr Agreement or otherwise willynotebed does hat sign this his Agreement below, then all persons exrenalon, modification or release, but also to all such subsequent actions. representation by it t Thhis waiis yuvtoer Lender applle9 that not the only T to o any initial any init party THIS AGREEMENT IS GIVEN UNDER SEAL ANO IT IS INTENDED THAT THIS AGREEMENT IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. PR10R TO SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT. BORROWER AGREES TO THE TERMS OF THE BORROWER: PROGRESS *I-NUE LIMITED By- _-, oa,r,.w nt Vroorass AV9nae Limit d Partnership w. CAI. aM •r M?•• •.r..a. . •• ? ryrv.h10.-eC.K ••,•fn, rw•. ?•rL4 ,e0 wpm.. V,,. wMM.? O?W hMw? / m? fsMm? TOTAL P-03 20/20' d LV : OT 6002-t7Z-NI,VJ S0 ' d -1H101 *?•-CHANGE IN TERMS AGREEN---JT Principal Loan Date Maturity Loan No Call / Coll Account Officer Initials $325,000.00 07-16-2004 03-31-2009 3178888 2204 _ References in the Doses above are for Lender'; uea only and do not limit the applicabliity of ihi; document to any particular loan or item. Any item above containing ""'° has been omitted due to text length limitarions. Borrower: Programs Avenue Limited Partnership 101 U. S. Route 15 South Dllsburg, PA 17913 Lender: COMMERCE BANK/HARRISBURG COMMERCIAL BUSINESS DEPARTMENT 3801 PAXTON STREET HARRISBURG, PA 17111 1888) 937.0004 Principal Amount: 5325,000.00 Initial Rate: 3.750% Date of Agreement: February 24, 2009 DESCRIPTION OF CHANGE IN TERMS. The maturity date for the abovo-rafereneed loan is hereby extended from January 31. 2009 to March 31, 2003. This Change in Terms Agrooment is decrned to have been effective as of January 31, 2009. CONTINUING VALIDITY. Except as expressly changed by this Agreement the terms of the original obligation or obligations, including all agreements evidenced or securing the obligation(s), remain unchanged and in full forco and effect. Consent by Lender to this Agreemert does not waive Lender's right to strict performance of the obllgation(s) as changed, nor obligate Lender to make any future change in terms. Nothing in this Agreement will.constitute a satisfaction of the obligation(s), it is the intention of Londer to retain as liable parties all makers and endorsers of the original obligation(s), including aceommodadon parties, unless a party is expressly rclmavcd by Lender in writing. .any maker or endorser, including accommodation makers, will not be released by virtue of this Agreement. If any parson who signed the original obligation does not sign this Agreement belo-, then all persons signing below acknowledge that this Agreement is given conditionally. based on the representation to Lender Thai the non-signing party consents to the chan9ps and provisions of this Agreement or otherwise will not be released by it. This waivrr applies not only to any Initlal extension, modification or releaso, out also to ell tiuch subvequent actions. THIS AGREEMENT IS G)VEN,UNDER SEAL AND IT IS INTENDED THAT THIS AGREEMENT IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. PRIOR TO SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT. 8ORROWER AGREES TO THE TERMS OF THE AGREEMENT. BORROWER: PROGRESS AVEN E LIMITED PARTNERSHIP BY (Seal) Dusan Braric, Gctierat Partner of Progro" Avenue Limited Partnership La1tA Poo L"-4. W f 10 U%3 CO. 4mum rp ., ^.14WA i¢ If". xa. AI Pwm auw. N 7--.ALLh1wH[ FC wk, 2411 M'# r•n .r•n • , C k_,-NGE IN TERMS AGREEMENT., i;000.00 07-16-2004 O1- - ferences in the boxes above era for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing has been omitted due to text length lirnkat'ion5. Loan Date Maturity Loan No Call i Coll Account Officer Initials 31 2009 3178888 2204 y. Lender: COMMERCE BANNIHARRtSBURG Borrower: Progress Avenue Limited Partnership COMMERCIAL BUSINESS DEPARTMENT 101 U. S. Route 15 South 3801 PAXTON STREET Dillsburg, PA 17019 HARRISBURG, PA 17111 (88B) 937-0004 Principal Amount: $325,000.00 Initial Rata: 4.500% Date of Agreement, December 15, 2008 DESCRIPTION OF CHANGE IN TERMS. The maturity date for the above-referenced loan is hereby extended from December 30. 2008 to 5 January 31, 2009. "CONTINUING VALIDITY. Except as expressly changed by this Agreement. the terms of the original obligation or obligations, including all . aareomerttc evidenced or securing the obligation(s), remain unchanged and in full force and effect. Consont by Lender to this Agreement does not, waive Lender's right to strict performance of the obligation(s) os changed, nor obllgate Lender to make any future change in terms. Nothing in this Agreement will constitute a satisfaction of the obligation(s). It is the intention of Lender to retain as liable parties all makcn, and endorsers of the Original obligation(s), including accommodation parties, unless a puny Is expressly released by Lender in writing. Any maker or ondomer, including accommodation makers, will not be released by virtue of this Agreement. If any person who signed the original obligation does not sign this Agreement below, then all persons signing below acknowledge that this Agreement is given conditionally, based on the representation to Lender that the non-signing party consents. to the changes and provisions of this Agreement or otherwise will not be releasod by it. This waiver applies not only io any initial extension, modification or release, but also to all such subsequent actions. !s=yTHIS AGREEMENT IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS AGREEMENT IS AND SHALL CONSTITUTE AND HAVE THE EFFECT dF A SEALED INSTRUMENT ACCORDING TO LAW. ? ?rR]OR TO SIGNING THIS AGREEMENT, BORROWER READ AND UNOE;WOOD ALL THE PROVISIONS OF THIS AGREEMENT. BORROWER 'AGREES TO THE TERMS OF THE AGREEMENT. ?BOMOWEPt: •,f ?iu'PROGIiESS AV LII I D PART RSHIP By: do- ?sy, Dusan racic, General Partner of Progress Avenue Lim.ted Partnership yl --- L+JIn •?O lw?era `M O.giNA07 Cm ".011 I..YKM S,Fns 4K. logo. 50?. •/ ¦/rr'?••••-?• • •? f:.C01009M IC 19-4301 i/ ii :F .4 ° T. .F ::i ?'0'd ?H101 :-vrIANGE IN TERMS AGREENIkF Loam No Can 1 Coll Account Officer Initials Principal Loan Date Maturity 2204 :;;325,000.00 07-16-2004 12-30-2008 3178898 articular loan or item. Fe(erances I- the boxes above ere for Lender's use only and do not limit the applicability of finis document to any p has been omitted due to text length limitations. Any item above containing - er: Progress Avenue Limited Partnership Lender: COMMERCE ?ANKIHARRISBURG N.A. Arrow COMMERCIgL BUSINESS DEPARTMENT 15 10t u, S. Route South 3801 PAXTON STREET DiOoburg, PA 17001 19 HARRISBURG. PA 17111 1888) 937-0004 Date of Agreement: September 17, 2008 . Principal Amount: $325,000.00 Initial Rate: 5.5009 ~ is hereby :`DESCRIPTION OF CHANGE IN TERMS. The maturity dote for the above-referenced loan oztended from September 30. 2006 to December 30, 2008. co NTINUING VALIDITY. Except es expressly changed by this agreement, the terms of the original obligation or obligations, including a it force and effec agreements a er' e 9 rremain unchanged and in as changed, nuor obligate Lendertto make any f ture crhangef inAterms. oNo hing not waive Lender's right t to strict performance ` in eh,s Agreement will constitute a sedsfaction of the Obtigation(6). It is the intention of Lender to retain as liable parties all makers 0nd released der ker or by Le will not be re sad by virtue unless a his Agreement Ifl any person whops gned the o6giriial obligation endorsers the original accommodation makers, ;ricludimg accommodation endorser, including below, then all persons signing below SCknOwledgo that this Agreement is given conditionally, based on The does not.zlgn this Agreement representation to Lender that the non-signing party consents to the changes and provisions of this Agreement or otherwise will not be released by it. This waiver applies not only to any initial extension. modification or release, but also to all such subsequent actions. THIS AGREEMENT IS GIVEN UNDER CC RDIND IT LAW?DED THAT THIS AGREEMENT IS AND SHALL CONSTITUTE AND HAVE THE ACCORDING ';'?•'EFFECT OF A SEALED INSTRUMENT ' PRIOR TO SIGNING IS AGREEMENT. BORROWER MAD AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT. BORROWER AGREES •7,0 THE T NIS OF THE AGREEMENT. •BpRR01MEA PROGRESS VE LIMITED PARTN HIP By.. (Seal) Dusan Bratic, General Partner at Progress Avenue Limited Partnership .;s W., 1, MOM LaY• ?r?.1 ArRL 7w.1Ma 4R. Ip?. 7mL Y IIM M? • la ?dG1•NLIII/OO.iC TL I}71/ IL 11 VIM MO Ly.WV ? r• f ` ?i TT -CT GR. n7_477__=C. JUN-19-2008 17:49 JUN-19-200e 10;eb CHANGE IN TERMS AGREEM,,04T P. 02/03 Principal Loan Date Maturity Loan NO Call I Coll Account T officer Initials $325,000.00 107-16-2004 09-30-2008 3178886 1 - - - 1 2204 References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. An item above containing ""*' has been omitted due to text length limitations. Borrower; Progress Avenue Limited Partnerehip 101 U. S. Routs 16 South Dillsburg, PA 17019 Lender: COMMERCE BANIUHARRLSBURG N.A. COMMERCIAL BUSINESS DEPARTMENT 3601 PAXTON STREET HARRISBURG, PA 17111 (7171975-5630 Principal Amount: $325,000.00 a Initial Rate: 5.500% Date of Agreement: June 18, 2008 DESCRIPTION OF CHANGE IN TERMS. Extend the maturity date from June 30, 2008 to September 30, 2005. CONTINUING VALIDITY. Except as expressly changed by this Agreement, the terms of the original obligation or obligations, including all agreements evidenced or securing the obligation(s), remain unchanged and in full force and effect. Consent by Lender to this Agreement does not waive Lender's right to strict performance of the obligation(s) as changed, nor obligate Lander to make any future change in terms. Nothing in this Agreement will constitute a satisfaction of the obligation(s). It is the intention of Lender to retain as liable parties all makers and endorsors of the original obligation(s), including accommodation parties, unless a party is expressly released by Lender in writing. Any maker or endorser, including accommodation makers, will not be released by virtue of this Agreement. If any person who signed the original obligation does not sign this Agreemant below, then all persona signing below acknowledge that this Agreement is given conditionally, based oil the representation to Lender that the non-cloning party consents to the changes and provisions of this'AgrBement or otherwise will not be released oy it. This walver applies not only to any initial extension, modification or release, but also to all such subsequent actions, THIS AGREEMENT IS GIVEN UNDER SEAL AND IT 13 INTENDED THAT THIS AGMMENT IS AND SHALL CONSTITVTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. PRIOR TO SIGNING THIS AGREEMENT, BORROWER READ-AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT. BORROWER AGREES TO THE TERMS OF THE AGREEMENT. ' BORROWER: PROGRE916 A UE LIMITED pAR1 ey: Dusaar Bratic, General Partner Limited Partnerch*lp W N ..p 1."ewe w,,, ).eam,?p N? n.eeeq Cq„re„ rwrimq Ile: iNf, ?/, Y ?,? ?4.?. • K 4?CnIL1410%C.rt A•I/tH ML IO CHANGE IN TERMS AGREEMEN References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "**" has been omitted due to text length limitations. Borrower: Progress Avenue Limited Partnership 101 U. S. Route 15 South Dillsburg, PA 17019 Lender: COMMERCE BANK/HARRISBURG N.A. COMMERCIAL BUSINESS DEPARTMENT 3801 PAXTON STREET HARRISBURG, PA 17111 (717) 975-5630 Principal Amount: $325,000.00 Initial Rate: 5.750% Date of Agreement: March 20, 2008 DESCRIPTION OF CHANGE IN TERMS. Extend the maturity date from March 31, 2008 to June 30, 2008. CONTINUING VALIDITY. Except as expressly changed by this Agreement, the terms of the original obligation or obligations, including all agreements evidenced or securing the obligation(s), remain unchanged and in full force and effect. Consent by Lender to this Agreement does not waive Lender's right to strict performance of the obligation(s) as changed, nor obligate Lender to make any future change in terms. Nothing in this Agreement will constitute a satisfaction of the obligation(s). It is the intention of Lender to retain as liable parties all makers and endorsers of the original obligation(s), including accommodation parties, unless a party is expressly released by Lender in writing. Any maker or endorser, including accommodation makers, will not be released by virtue of this Agreement. If any person who signed the original obligation does not sign this Agreement below, then all persons signing below acknowledge that this Agreement is given conditionally, based on the representation to Lender that the non-signing party consents to the changes and provisions of this Agreement or otherwise will not be released by it. This waiver applies not only to any initial extension, modification or release, but also to all such subsequent actions. THIS AGREEMENT IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS AGREEMENT IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. PRIOR TO SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT. BORROWER AGREES TO THE TERMS OF THE AGREEMENT. BORROWER: PROGRESS AVE LIMITED PARTNI By:. Dusan ratic, General Partner o Limited Partnership USER PRO Lmdln9. V.1. 9.39.00.009 C, W. MulPnd R-i4 3o 60n,, hn:. 1997. 3009. A9 Riehn A.-d. - PA SACRYLPL102OC.PC TA-12291 PR-18 'Zo ' d _IH1G1 CHANGE IN TERMS AGREEMENT References in the boxex above) are for Lender's use only and do not I;m;t rho applicability of th;t, documenl to any particular loan or ire M. Any item above containing "' •'" has been omitted due to'text length Ilm;rations. Borrower: Progress Avenue Limited Partnership 101 U. S. Route 15 South 0;113burg, PA 17019 Lender: COMMERCE BANKIHARRISBURG N.A. COMMERCIAL BUSINESS DEPARTMENT 3801PAXTON STREET HARRISBURG. PA 17111 1717) 975-5630 Principal Amount: 5325,000.00 Initial Rate: 8.000% Date of Agreement: November 28, 2007 DESCRIPTION OF CHANGE IN TERMS. Extend the maturity data from December 31, 2007 to March 31, 2003. CONTINUING VALIDITY. Except as expressly changed by this Agreoment the terms of the original obligation cr obligetlono, including ail agrcamonts ev;donced or securing the obligation(s), remain unchanged and in full force and offoct, Consent by Lender to this Agreement dons not waive Lender's right to strict performance or the obligarion(s) as changed, nor obligate. Lander to make any futuro cnande in terms. Nothing in this Agroament will con9titute a satisfaction of the obl;gationlM. it is the intention of Lender to retain as Lable parries all makurs and endorsers of the original obligation(s). Including accommodation parries, unless a party;; expressly released by Lender in writing, Any maker or endorsor, including accommodation makers, will nor be relaared by virrwO of this Agreement. It ony person v,ho signed the original obligation does npt sign this Agreement bolow, then all oersons a;gning bolow acknowledge that this Agr4oment is given condltional)y, based on the representaticn to Lender chat the non signing party consenta to the' changes and provisions of th;s Agreement or tahorwiyn will not bo released by it. Thin waiver applies not only to any Initial tiviension, modification or releaso, but also to all such cubsequrnt actions. THIS AGREEMENT IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS AGREEMENT IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED (NSTRUMENT ACCORDING TO LAW, PRIOR TO SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT. BORROWER AGREES TO THE TERMS OF THE AGREEMENT. BORROWER; PROGRESS V UE LIMITED PARTN By: Du an re) c, General Partner o Limited Pwilnevrhip ?.:ca..o t....,v. v... ! o?wos hM1 .wf.1 M1wtul i,yln.. Int. 10'J1 T317 •YNYo 4?,wU . r. •..u..r.s• ,,,..tnu.ll>iaK 1P V)71 r..lY a'-??? ?? yt.. i RECEIVED NOV 2 g 2007 !1 i TOTRL P.Oa f 9ANGE IN TERMS AGREEMENT References in the boxes above are for Lender's use only and do not limit the apolicability of this dccumen[ to any particular loan or item, I Any stern above containing """- has been omitted due to text length fimitaTlons. J Borrower: Progress Avenue Limited Partnership 101 U. S. Routia 15 South Dillsburg. PA 17019 Lender: COMMERCE BANK/HARRISBURG N.A. COMMERCIAL BUSINESS DEPARTMENT 3801PAXTON STREET HARRISBURG, PA 17111 (7171975-5630 Principal Amount: 9325,000,00 Initial Rate: 8,250% pate of Agreement: September 21, 2007 DESCRIPTION OF CHANGE IN TERMS. Extend the maturity date from September 30, 2007 to December 31. 2007. CONTINUING VALIDITY. Except as exprervdy changed by thin. Agreement, Tho term; of the original obligation or obligations. including all agroornents evidenced or securing the obligationls), remain unchanged and in full forco and effect. Consent by Lender to this Agreement does not weive Lender's right to strict performance of the obligation(s) as changed. nor obligate Lender to make any futura change in Terms. Nothing in this Agreement will constitute a satisfaction of the obligation(s). It is the intention of Lender to retain as liable parties all makers and endorsers of the original obligation(s). including accommodation parties, unless a party is expressly released by Lender in writing. Any makor or endorser. including accommodation makers. will not be released by virtue of this Agreement. if any person who signed the original obligation does not sign this Agreement below, then all persons signing below acknowledge that this Agreement is given conditionally, based on the representation to Lender that the non signing party consents to the changes and provisions of this Agreement or otherwise will not be released by it. This waiver apolios not only to sny initial oxtonsion, modification or release. but also to all such subsequent actions. THIS AGREEMENT IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS AGREEMENT IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. PRIOR TO SIGNING THIS AGREEMENT. BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT. BORROWER AGREES TO THE TERMS OF THE AGREEMENT. BORROWER: PROGRESS AVE By: Dusan aFatfo, Get Limited Partnership Avenue l/bM ..10 MnOr/ /.- A. OO.N. C/w. Mul„V M.Kid 3.1.6mw 1M. 40. Mop. M c,[..? . i. 2w.,In?,//7??P,iW,Crh??10lK.rC •9.1!!?. ??.,1 R ..__ .._?• e OK, EIV qtr 2OU7 DECEIVED 2007 ?-`HANGE IN TERMS AGREEW' ''T ?yx?.y...fy...?:y...... .. tt::'....wx ? ? qu_ry_ .w?._-G'•.:.. t.........? «. ...?... .?..::?rl':L i4!.:.•.:.l.j._. ... _v.?.?Y- .::1??;.... .. ?? ?,. _ .L Feference5 in the shaded area are for Lender's use only and do not 0m,t the applicability of this document to any particular loan or izom Any itern above containing " has been omitted due to text length limitations. Borrower: Progress Avenue Limited Partnership 101 U. S. Route 15 South Dillsburg, PA 17019 Lender: COMMERCE BANKIHARRISeURG N.A. COMMERCIAL BUSINESS DEPARTMENT 3801 PAXTON STREET HARRISBURG. PA 17111 17171 975-5630 Principal Amount: $325,000.00 Initial Rate: 8.750% Date of Agreement: June 28, 2007 DESCRIPTION OF CHANGE IN TERMS. e?c:cnd the maturity dare from July 31, 2007 to September 30, 2007. CONTINUING VALIDITY. Except as expressly changed by this Agreement, the terms of the original abligaiion or obligations, including all agreements evidenced or securing the obligation(s). remain unchanged wo in full force and effect. Consent by Lender to this Agreement does not waive Lender's right to strict performance of the obllgation(sl as changed. nor obligate Lender to make any future change in terms. Nothing in this Agreement will constitute a satisfaction of the obligation(s). It is the intention of Lender to retain as sable parvef all makers and rtndorsers of the original obligation(s). including accommodation parties, unless a party is expressly releeeed by Lender in wrizing. Any maker or endorser, including accommodation makers, will not bo released by virtue of this Agreement. If any person who signed The original obliyati"n does not sign this Agreement below, then all persons signing below acknowledge that this Agreement is given conditionally, based on the repremonto tion to Lender that the non signing party consents to the changes and provisions of this Agreement or otherwise will not be released by z. This waivor oppl es not only to any initial extension, modification or release. but also to all ouch subseavam actions THIS AGREEMENT IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS AGREEMENT IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. PRIOR TO SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT. BORROWER AGREES TO THE TEAMS OF THE AGREEMENT. BORROWER: PROGRESS AvANUE LIMITED PARTNERSHIP By:. - :.:,.....- . (Seal) Dugs Brune, General Partner of Pragress Avenue Limited Partnership • L+Bn.M lim _ %,-. 7.7j.oaoc+ C., r,n.wo r.. A.1 iYUNDa 1- 17.11.:077 \i aV1W - - . Yw q.Wniw.rC'LINIMtit.?llRlt'ioc 4 1m.Itot .. 1n - - - - )at -0,H ' NGE IN. TERMS AGREEML,.T References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing " * * * " has been omitted due to text length limitations. Borrower: Progress Avenue Limited Partnership (TIN 25-1780583) 101 U. S. Route 15 South Dillsburg, PA 17019 Lender: COMMERCE BANK/HARRISBURG N.A. COMMERCIAL BUSINESS DEPARTMENT 3801 PAXTON STREET HARRISBURG, PA 17111 (717) 975-5630 Principal Amount: $325,000.00 Initial Rate: 8.750% Date of Agreement: May 3, 2007 DESCRIPTION OF CHANGE IN TERMS. Extend the maturity date from May 31, 2007 to July 31, 2007. CONTINUING VALIDITY. Except as expressly changed by this Agreement, the terms of the original obligation or obligations, including all agreements evidenced or securing the obligation(s), remain unchanged and in full force and effect. Consent by Lender to this Agreement does not waive Lender's right to strict performance of the obligation(s) as changed, nor obligate Lender to make any future change in terms. Nothing in this Agreement will constitute a satisfaction of the obligation(s). It is the intention of Lender to retain as liable parties all makers and endorsers of the original obligation(s), including accommodation parties, unless a party is expressly released by Lender in writing. Any maker or endorser, including accommodation makers, will not be released by virtue of this Agreement. If any person who signed the original obligation does not sign this Agreement below, then all persons signing below acknowledge that this Agreement is given conditionally, based on the representation to Lender that the non-signing party consents to the changes and provisions of this Agreement or otherwise will not be released by it. This waiver applies not only to any initial extension, modification or release, but also to all such subsequent actions. THIS AGREEMENT IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS AGREEMENT IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. PRIOR TO SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT. BORROWER AGREES TO THE TERMS OF THE AGREEMENT. BORROWER: PROGRESS ENUE LIMITED NERSHIP By (Seal) Dusafi Bratic, General Partner of Progress Avenue Limited Partnership LASER PR0 Lwdi.. V- 126.OD. Cop, HHA d F-W S,4 ip"A Inc. 1997. 2007. A9 Righ,, Rm -d PA HAWINAPP5%LPWINICFA0L%D20C.FC TR-12291 PR-19 NPR-OS-2007 15 : 12 P.32/C4 L. MANGE IN TERMS AGREEMEN _ laffi a ::, :; ?h . .i :.0 f R :'sIL ;a d s'!P I' `-Is I' xa?' I `,Ili) .:::;, ; .::: •?: .::::i:i:...: ....::::: ? .. x:..........1.:81 I 20. (7 References in The shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "I"" has been omitted due to text length limitations. Borrower: Progress Avenue Limited Partnership (TIN 25-1780583) 101 U. S. Route 15 South Milsburg, PA 17019 Lender: COMMERCE BANK/HARRISBURG N.A. COMMERCIAL BUSINESS DEPARTMENT 3801 PAXTON STREET HARRISBURG, PA 17111 (7171 975-5630 Y Principal Amount: 5325,000.00 Initial Rate: 8.750% Date of Agreement: March 7, 2007 DESCRIPTION OF CHANGE IN TERMS. Extend the maturity date from March` 31, 2007 to May 31, 2007. CONTINUING VALIDITY. Except as expressly changed by this Agreement, the terms of the ariglnal obligation or obligations, including all agreements evidenced or securing the obligation(s), remain unchanged and in full force and effect. Consent by Lender to this Agreement does nor waive Lender's right to strict performance of the obligation(s) as changed, nor obligate Lender to mako any future change in terms. Nothing in this Agreement will constitute a satisfaction of the obligation(s). It is the intention of Lender to retain as liable parties all makers and endorsers of the original obligation(s), including accommodation parties, unless a party is oxpressly released by Lender in writing. Any maker or endorser, including accommodation makers, will not be released by virtue of this Agreement. If any person who signed the original obligation does not sign this Agreement below, then all persons signing below acknowledge That this Agreement is given conditionally, based on the representation to Lender that the non-signing party consents to the changes and provisions of this Agreement or otherwise will not be released by it. This waiver applies not only to any initial extension, modification or release, but also To all such subsequent actions, THIS AGREEMENT IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS AGREEMENT IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. PRIOR TO SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT. BORROWER AGREES TO THE TERMS OF THE AGREEMENT. BORROWER: ITED PARTNERSHIP By Dusan Bratic, General Partner of Progress Limited Partnership cstnYnna??rL ?? Wsen rye Ln"eMl, vnr. 1.31.40,W4 COP. •"r?.diiit.nwt/!1/I•,IbnY,IM. 1011. 7c11. M/bra n/YM1:a. •r0. n:.wrN,•PI`]1lx,ul???q, ?„D}0?.._ 70•I):OI M.ta MAR0?2d01 4p51k?f ' ' X 1ANGE IN TERMS AGREEME T t .#fc$? f?tf?as I References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containinq "•"" has been omitted due to text length limitations. Borrower: Progress Avenue Limited Partnership (TIN: Lender: COMMERCE BANK/HARRISBURG N.A. 25-1780583) COMMERCIAL BUSINESS DEPARTMENT 101 U. S. Route 15 South 3801 PAXTON STREET Dillsburg, PA 17019 HARRISBURG, PA 17111 (717) 975-5630 Principal Amount: $325,000.00 Initial Rate: 8.750% Date of Agreeme t: December 18, 2006 DESCRIPTION OF CHANGE IN TERMS. Extend the maturity date from January 31, 2007 to March 31, 2007. 7 CONTINUING VALIDITY. Except as expressly changed by this Agreement, the terms of the original obligation or obligations, including all agreements evidenced or securing the obligation(s), remain unchanged and in full force and effect. Consent by Lender to this Agreement does not waive Lender's right to strict performance of the obligation(s) as changed, nor obligate Lender to make any future change in terms. Nothing in this Agreement will constitute a satisfaction of the obligation(s). It is the intention of Lender to retain as liable parties all makers and endorsers of the original obligation(s), including accommodation parties, unless a party is expressly released by Lender in writing. Any maker or endorser, including accommodation makers, will not be released by virtue of this Agreement. If any person who signed the original obligation does not sign this Agreement below, then all persons signing below acknowledge that this Agreement is given conditionally, based on the representation to Lender that the non-signing party consents to the changes and provisions of this Agreement or otherwise will not be released by it. This waiver applies not only to any initial extension, modification or release, but also to all such subsequent actions. THIS AGREEMENT IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS AGREEMENT IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. RRIOR.:TE} SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL- THEPROVISIONS OF THIS AGREEMENT. BORROWER AGREES TO THE TERMS OF THE AGREEMENT. BORROWER: - PROGRESS VENUE LIMITED PARTNERSHIP By: (Seal) Du an Bratic, General Partner of Progress Avenue Limited Partnership LASER PRO Lm6rp, Vv. S 00.00.004 Cope H,,I,n6 FA,-W S,1.6 . In.. 1997. 2006. All A.9- R--d 2A N:IWINAPPSILPWWCFIILPLIOZOC.FC TN IZ291 PR 16 RECEIVED DEC 2.s. 20 id( ?s'd. ?a 12 ?e IJ CHANGE IN TERMS AGREEMENT I Referercas in the shadcd area arc lur Lender's use only and do not limit the applicability ul this document to any particular loan or item. Any item above containing "• has been ornined due to text length limitations. Borrower: Progress Avcnuc Limited Partnership (TIN: 25.1780583) 101 U. S. Route 16 South Dlllsburg. PA 17019 Lender: COMMERCE BANK/HARRISBURG N.A. COMMERCIAL BUSINESS DEPARTMENT 3801 PAXTON STREET HARRISBURG, PA 17111 f717) 975-6630 Principal Amount: $309.875.49 initial Hate: 8.750% Date of Agreement: November 30, 2006 DESCRIPTION OF CHANGE IN TERMS. Extend the maturity date trom November 30, 2006 to January 31, 2007, CONTINUING VALIDITY, Except a5 expressly changed by this Agrucmunt, the terms of the original obligation or obligations, including al) ar)reeltients evidenced or securing The obligation(s), remain unchanged and in full force and effect. Consent by Lender to this Agreement does not waiva Lender's right to strict performance Of The Obligation(s) as changed, nor obligate Lender to make any future change in terms. Nothing in this A(jreernent will constitute a satisfaction of the abligation(s). It is the intention of Lender to retain as liable parties all makers and endorsers of the original obligation(s), including accommodation parties, unless a party is expressly released by Lender in writing. Any maker or endorser, including accommodation makers, will not be released by virtue of this Agreement. If any person who signed the original obligation does not sign this AgrUrnent below, then all persons signing below acknowledge that this Agreement is given conditionally, based on the representation to Lender That The non-Signing party consents to the changes and provisions of this Agreamont or otherwise will not be released Uy It. This waiver applies not only to any initial extension, modification or release, but also to all such subsequent actions. THIS AGREEMENT IS GIVEN UNDER SEAL AND IT 15 INTENDED THAT THIS AGREEMENT IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. PRIOR TO SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT. BORROWER AGREES TO THE TERMS OF THE AGREEMENT. BORROWER: PROGRESS AV UE LIMITED PARTNER HJP, Dusan f/Bratic, General Partner of Progress Aven Limited Partnership '~•_ "927p L?NAy. V..-1.77.00.70, Caw...IMO/-1. fo,h-y IVW7. IOCL Aa N, I.A? A CA AAWMArrFjfNWIG91tnA9J1=.CC 72.137!1 MIS _J?= C ?NGE IN TERMS AGREEMEA ., _Y.l/:Skit.Y!41.:T•.?:t:.+:.i.:.T.-.-:.-::._ . ........................................_._ - References in the shaded area are for Lender's use only and do not limit the applicability of this document to Any item above containing " has been omitted due to text length limitations. Borrower: Progress Avenue Limited Partnership (TIN 25-1780583) 101 U. S. Route 15 South Dillsburg, PA 17019 Lender: COMMERCE BANK/HARRISBURG N.A. COMMERCIAL BUSINESS DEPARTMENT 100 SENATE AVENUE CAMP HILL, PA 17011 (717) 975-5630 M. Principal Amount: $310,857.00 Initial Rate: 8.250% Date of Agreement: April 25, 2006 DESCRIPTION OF CHANGE IN TERMS. To extend the maturity date from May 30, 2006 July 31, 2006. PAYMENT. Borrower will pay this loan in one principal payment of $310,857.00 plus interest on July 31, 2006. This payment due on July 31, 2006, will be for all principal and all accrued interest not yet paid. In addition, Borrower will pay regular monthly payments of all accrued unpaid interest due as of each payment date, beginning April 1, 2006, with all subsequent interest payments to be due on the same day of each month after that. VARIABLE INTEREST RATE. The interest rate on this loan is subject to change from time to time based on changes in an independent index which is the Prime Rate as published in the Money Rate Section of the Wall Street Journal. If a range of rates is published, the highest will be used. (the "Index"). The Index is not necessarily the lowest rate charged by Lender on its loans. If the Index becomes unavailable during the term of this loan, Lender may designate a substitute index after notifying Borrower. Lender will tell Borrower the current Index rate upon Borrower's request. The interest rate change will not occur more often than each day. Borrower understands that Lender may make loans based on other rates as well. The Index currently is 7.750% per annum. The interest rate to be applied to the unpaid principal balance during- this loan will be at a rate of 0.500 percentage points over the Index, resulting in an initial rate of 8.250% per annum. NOTICE: Under no circumstances will the interest rate on this loan be more than the maximum rate allowed by applicable law. CONTINUING VALIDITY. Except as expressly changed by this Agreement, the terms of the original obligation or obligations, including all agreements evidenced or securing the obligation(s), remain unchanged and in full force and effect. Consent by Lender to this Agreement does not waive Lender's right to strict performance of the obligation(s) as changed, nor obligate Lender to make any future change in terms. Nothing in this Agreement will constitute a satisfaction of the obligation(s). It is the intention of Lender to retain as liable parties all makers and endorsers of the original obligation(s), including accommodation parties, unless a party is expressly released by Lender in writing. Any maker or endorser, including accommodation makers, will not be released by virtue of this Agreement. If any person who signed the original obligation does not sign this Agreement below, then all persons signing below acknowledge that this Agreement is given conditionally, based on the representation to Lender that the non-signing party consents to the changes and provisions of this Agreement or otherwise will not be released by it. This waiver applies not only to any initial extension, modification or release, but also to all such subsequent actions. THIS AGREEMENT IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS AGREEMENT IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. PRIOR TO SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE AGREEMENT. BORR PROGREWAVENUE LIMITED PARTNERSHIP By: G I ?`" _ (Seal) Limited Partnership USER PIIO La dY q. Vs 9.31M OW Cop N,,1wd F .6W S1W6O11. Inc 1997. 2006 A, Righl, fle-W. PA N:IWINAPPS%LPWINICFIILPL1020C.FC TR-12291 PR IS G AGE IN TERMS AGREEMER PrinClp;1: Lgan Date .... M?Ittr(ty.:. Loan No Call (Boll : ACCUnt fl##ICer liitials ' 529fl 376;49 07-16-0474 0?a.3Q 2x06' 3178888 2204 References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "* * * " has been omitted due to text length limitations. Borrower: Progress Avenue Limited Partnership (TIN 25-1780583) 101 U. S. Route 15 South Dillsburg, PA 17019 Lender: COMMERCE BANK/HARRISBURG N.A. COMMERCIAL BUSINESS DEPARTMENT 100 SENATE AVENUE CAMP HILL, PA 17011 (717) 975-5630 Principal Amount: $290,375.49 Initial Rate: 7.750% Date of Agreement: January 27, 2006 DESCRIPTION OF CHANGE IN TERMS. To extend the maturity date from February 28, 2006 to May 30, 2006. PROMISE TO PAY. Progress Avenue Limited Partnership ("Borrower") promises to pay to COMMERCE BANK/HARRISBURG N.A. ("Lender"), or order, in lawful money of the United States of America, the principal amount of Two Hundred Ninety Thousand Three Hundred Seventy-five & 49/100 Dollars (5290,375.49), together with interest on the unpaid principal balance from December 1, 2005, until paid in full. PAYMENT. Borrower will pay this loan in one principal payment of $290,375.49 plus interest on May 30, 2006. This payment due on May 30, 2006, will be for all principal and all accrued interest not yet paid. In addition, Borrower will pay regular monthly payments of all accrued unpaid interest due as of each payment date, beginning January 1, 2006, with all subsequent interest payments to be due on the same day of each month after that. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest; then to principal; then to any unpaid collection costs; and then to any late charges. Interest on this Agreement is computed on a 365/360 simple interest basis; that is, by applying the ratio of the annual interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate in writing. VARIABLE INTEREST RATE. The interest rate on this Agreement is subject to change from time to time based on changes in an independent index which is the Prime Rate as published in the Money Rate Section of the Wall Street Journal. If a range of rates is published, the highest will be used. (the "Index"). The Index is not necessarily the lowest rate charged by Lender on its loans. If the Index becomes unavailable during the term of this loan, Lender may designate a substitute index after notice to Borrower. Lender will tell Borrower the current Index rate upon Borrower's request. The interest rate change will not occur more often than each day. Borrower understands that Lender may make loans based on other rates as well. The Index currently is 7.250% per annum. The interest rate to be applied to the unpaid principal balance of the Note will be at a rate of 0.500 percentage points over the Index, resulting in an initial rate of 7.750% per annum. NOTICE: Under no circumstances will the interest rate on the Note be more than the maximum rate allowed by applicable law. PREPAYMENT. Borrower agrees that all loan fees and other prepaid finance charges are earned fully as of the date of the loan and will not be subject to refund upon early payment (whether voluntary or as a result of default), except as otherwise required by law. Except for the foregoing, Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower's obligation to continue to make payments under the payment schedule. Rather, early payments will reduce the principal balance due. Borrower agrees not to send Lender payments marked "paid in full", "without recourse", or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender's rights under this Agreement, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes "payment in full" of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: COMMERCE BANK/HARRISBURG N.A., LOAN SERVICING, PO BOX 1195 CAMP HILL, PA 17011-1195. LATE CHARGE. If a payment is 10 days or more late, Borrower will be charged 5.000% of the regularly scheduled payment. INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, the total sum due under this Agreement will bear interest from the date of acceleration or maturity at the variable interest rate on this Agreement. The interest rate will not exceed the maximum rate permitted by applicable law. If judgment is entered in connection with this Agreement, interest will continue to accrue on this Agreement after judgment at the interest rate applicable to this Agreement at the time judgment is entered. DEFAULT. Each of the following shall constitute an Event of Default under this Agreement: Payment Default. Borrower fails to make any payment when due under the Indebtedness. Other Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Agreement or in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower. Default in Favor of Third Parties. Borrower defaults under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower's property or Borrower's ability to perform Borrower's obligations under this Agreement or any of the Related Documents. Environmental Default. Failure of any party to comply with or perform when due any term, obligation, covenant or condition contained in any environmental agreement executed in connection with any Indebtedness. False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Agreement or the Related Documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. Death or Insolvency. The dissolution or termination of Borrower's existence as a going business or the death of any partner, the insolvency of Borrower, the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the Indebtedness. This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute. FED-D1-?1705 _7 5? P. 0151-11216 Jh<`1-G r-Geen GG-bG l.Ul'U'IGR?-C Dr11`Ir? Ch. AGE IN TERMS AGREEMENT I. BEN env part References in the shaded ar Anv ea are for item above Lender's a use only and" has not limit the ap dlue bi ty oflthis d I u tilons cular loch or item. been ornitted to Borrower: Progress Avenue Urnitad Partnership [TIN: 25-17805831 101 U. s. Route 15 South Dillsburg, PA 17019 Lender: COMMERCE I COMMRCALL BUSINESS DEPARTMENT 100 SENATE AVENUE CAMP HILL. PA 17011 1717) 975.5630 Principal Amount: $290,375.49 Initial Rate: 7.750% Date of Agreement: January 27, 2006 DESCRIPTION OF CHANGE IN TERMS. To extend the maturity date from February 28, 2006 to May 30, 2006. PROMISE TO PAY. Progress Avenue Limited Partnership ("Borrower-) promises to pay 10 COMMERCE BANK/HARRISBURG N.A. I-Lender"l, or order, in lawful money of the United Sates of America. the principal amount of Two Hundred Ninety Thoussnd Three Hundred Seventy-five & 491100 Dollars (3290,375.491. together with interest on the unpaid principal balance from December 1, 2005, until paid in full. PAYMENT. Borrower will pay this loan In one principal payment of 3290,375,49 plus interest on May 30, 2006. This payment duo on May 30, 2006, will be for all principal and ell acwued interest not yet paid. In addition, Borrower will pay regular monthly payments of all accrued unpaid interest due as of each payment date, beginning January 1, 2006, with all subsequent interest payments to be due on the same day of each month after that. Unless otherwise agreed or required by applicable law, payments will be appled fast to any accrued unpaid interest; then to principal; then to any unpaid collection costs; and then to any late charges. interest on this Agreement is computed on a 3651360 simple interest basis; that is, by applying the ratio of the annual inurost rate over a year of 360 days, multipliod by the outstanding principal balance. multiplied by the actual number of days the principal balance is outstanding. Borrower will pay Lender at Lender's address shown about or at such other place as Lender may designate in writing. VARIABLE INTEREST RATE. The interest rate on this Agreement is subject to change from time to time based on charges in an Independent index which is the Prime Rate as published In the Money Rate Section of the Wall Street Journal. It a range of rates is published. the highest -will be used. (the 'Index"). The Index is not necessarily the lowest rate charged by Lender on Its loans. If the Index becomes unavalleble during the term of this loan, Lender may designate a substitute index after notice to Borrower. Lender will tell Borrower the current index rate upon Borrower's request. The interest rate change will not occur more often than each day. Borrower understands that Lender may make [oars based on other rates as well. The Index currently is 7.250% per annum. The interest rate to be applied to the unpaid principal balance of the Note will be at a rate of 0.500 percentage points over the Index, resulting in an initial rate of 7.750% per annum. NOTICE: Under nc circumstances will the interest rate on the Note be more than the maximum rate allowed by applicable law. PREPAYMENT. Borrower agrees that all loan fees and other prepaid finance charges are earned fully as of the date of the loan and will not ee =ubject w refund upon early payment (whether voluntary or as a result of default), except as otherwise required by law. Except for tre foregoing. Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments will not, unlots agreeC to by Lender in writing, relieve Borrower of Borrower's obligation to continue to make payments under the payment schedule. Rather, oarly payments will reduce the principal balance due. eorrower agrees not to send Lender payments marked -paid in full", 'without recourse". or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender's rights under this Agreement. br.d Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that Indicates that the payment constitutes "payment in full' of the amount owed or that ;s tendsred with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: COMMERCE BANKIHARRISBURG N.A.. LOAN SERVICING. PO BOX 1195 CAMP HILL, PA 17011-1195, LATE CHARGE, It a payment Is 10 days or more late. Borrower will be charged 5.000% of the regularly scheduled payment. INTEREST AFTER DEFAULT, Upon default, including failure to pay upon fins) maturity. the total sum due under this Agreement will bear interest from the date of acceleration or maturity at the variable interest rate on this Agreement. The interest rate will not exceed the maximum rate permitted by applicable law. If judgment is aniered In connection with this Agreement, interest will cominue to accrue an this Agreement after judgment at the interest rate applicable to this Agreement at the time judgment Is enured. DEFAULT. Each of the following shall constitute an Event of Default under this Agreement: Payment Defsult. Borrower fails to make any payment when duo under the Indebtedness. Other Defaults. Borrower feilt to comply with or to perform any other term, obligation, covenant or condition contained in This Agreement or in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement betwtcn Lender and Borrower. Default in Favor of Third Panies. Borrower defaults under any loan, extension of credit, security agreement purchase or sales agreement. or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower's property or Porrower's abilitv to perform Borrower's obligations under this Agreement or any of the Related Documents. Environmental Default. Failure of any pally, to comply with or perform when due any term. obligation, covenant or condition contained in any environmental agreement executed In connection with env Indebtedness. False Statements. Any worrsnty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Agreement or the Related Documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. Death or Insolvency. The dissolution or termination of Borrower's existence as a going business or the death of any partner, the insolvency of Borrower, the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditor. any type of creditor workout, or the commencement of any proceeding undev any bankruptcy or insolvency laws by or against Borrower. Creditor or Ror o'ture Proceedings. Commencement or foreclosure er forfeiture proceedings, whether by judicia! proceeding. selr'help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral secvr:n9 the Indebtedness. This includes a garnishment of any of Borrower': accounts, including deposit acceun:s, with Lender. However, this Event of Default shall not apply if there Is a good faith dispute by Borrower as to the validity or reasonableness of the Claim -Mich it the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits -hh Lander monies or a surety bond for the creditor or forfeiture proceeding. in an amount determined by Lender. ;n its sole discretior., as born; an adequate reserve or bond for the dispute. TOTAL P- E5 FED>-01-200G 17:54 P.02- QG JH(''-C?-?bbC LG?YJ? UUI'll'It'KI.C OMYI? CnANGE IN TERMS AGREEMENT Page 2 (Continued) Loan No: 3178888 with respect to any Guarantor of any of the Indebtedness or any tantV Event, Affecting Guarantor. Any t the preceding events occur6 but she l nlotbbe required C Ypermit the Guarantor. -estate to ledneS Guarantor dies or this Note. Insthecevent tof a, death•Lender, at1its uoption. veliaitv of. or assccd by in loin so, cure any event of assumume unconditionally the obligations arming under the guaranty in a manner satisfactory to lender, and, fl Default. Events Affecting General Partner of Borrower. Any of the preceding events occurs with respect to any general partner of Borrower or an•I general partner dies or becomes incompetent, Change In Ownership. The resignation or expulsion of any general partner with an ownership interest of twenty-five percent 125'4( or more in Borrower. Aoverae 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. Insecurity. Lender in good faith believes itself insecure. a notice of a breach of the Cure Provisions. II any default, other than a default in payment is curable and if Borrower has not been given same provision of LNs Agreement within the preceding twelve (12) months, it may be cured it Borrower, after receiving wntten nonce frdrr, Lender demanding cure of such default: 11) cures the default within fifteen (15) days: or (21 if the care reoures more than fifteen il5; oon ysoecurc I ly clef ll jland thereafter days. immediately initiates stapa which Lender deems in Lander's tole discretion sufficient continues and completes all reasonable and necessary steps sufficient to produce compliance LENDER'S RIGHTS. Upon default, Lender may. after giving such notices as required by applicable law. declare the entire unpaid pnncrp- balance on this Agreement and all accrued unpaid interest immediately due. and then Borrower will pay that amount. ATTORNEYS' FEES: EXPENSES. Lender may hire or pay someone else to help collect this Agreement if Borrower does not pav. Borrower will pay Lender that amount. This includes, subject w any limits under applioable law, Lender's attorneys' lees and Lender's legel expenses, whether or not there is a lawsuit, including attorneys' lees, expenses for bankruptcy proceedings )including efforts to modify c: vacate any automatic stay or injunction), and appeals If not prohibited by applicable law, Borrower also will pay any court costs, in addition to all ocher sums provided by law. GOVERNING LAW. This Agreement will be governed by federal law applicable to Lender and. to the extent not preempted by federal law, the laver, of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions. This Agreement has been accepted by Lender in the Commonwealth of Pennsylvania. RIGHT OF SETOFF. To the extent permitted by appllcablo law, Lender reserves a right of setoff In all Borrower's accounts with Lender (whether checking, savings. or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which Setoff would be prohibited by la,,. Borrower euihori:es Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the indebtedness against any and all such account!. COLLATERAL. Borrower acknowledges this Agreement is secured by Second mortgage behind a Commerce 1st mortgage on the real estate located at the intersection at Progress Avenue & Kohn Road, Susquehanna Township, Harrisburg. Dauphin County, PA. CONTINUING VALIDITY. Except as expraccly changed by this Agreement, the terms of the original obligation or ooligations. includlig ail agreements evidenced or securing the obligation(s), remain unchanged and in full force and effect. Con!em by Lender to This Agreement does not waive Lender's right to strict performance of the obtigatlonfsl as changed, nor obligate Lender to make env future change in terms. Nctn;ng in tnis Agreement will rori tltute a satlsfaetion of the obllgatlon(s). It is the intention of Lender to ratan asi liable parties all naireri and endorsers of the original obligation(s), including accommodation parties. unless a party is expressly released by Lender in writing: Any maker or endorser, including accommodation makers. will not be released by virtue of Thlr Agreement. if any person who signed t,< or:g nal obligation does not sign this Agreemerr below, then all persona signing below acknowledge that this Agreement is given ronclitionall•r based on the representation to Lender that the non signing party contents to the changes and provisions of this Agreement or otherwise will not Ce released by it. This waiver applies not only to any Initial extension. modification or release. but alto tc all such subsequent actions. SUCCESSOR INTERESTS. The terms of this Agreement shall be binding upon Borrower, and upon Borrower's heirs personal representatives, succossors. and assigns, and shall be enforceable by Lender and its successors and assigns. NOTIFY US OF INACCURATE INFORMATION WE REPORT TO CONSUMER REPORTING AGENCIES. Please notify u.s if we report any inaccurate information about your accountls) to a consumer reporting agency. Your written notice describing the specific naccuracv(;e.st chauld be sans to us at the following address: COMMERCE BANKIHARRISBVRG N.A. LOAN SERVICING PO BOX 1195 CAMP HILL. PA 17011.1-1-95. MISCELLANEOUS PROVISIONS. IF any part of this Agreement cannot be enforced, this fact will not affect the rest of the Agreement. Lender may delay or forgo enforcing any of its rlght3 or remedies under this Agreement without losing them. Borrower and any other person wnc signs, guarantees or endorses this Agreement, to the extent allowed by law, waive presentment, demand for payment, and notice of dishonor. Ucon any change in the terms of This Agreement, and unless otherwito expressly stated In writing, no party who signs This Agreement. whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew o: extend [repeatedly and for any Itngth of timel this loan or release any party, partner. or guarantor or collateral: or impair, `all tc rsaliic upon or periert Lender's security interest in the collateral,, and take any other action deemed necessary by Lendar without the consent of of notice to anyone. All such parties alma agree that Lender may modify this Ican without the consent of or notice To anyone other than Tho o3r'.y t•, tr whOrr. The modification is made. The obligations under this Agreement are joint and several it any portion of this Agreement is for zny reason determines to be unenforceable, it will not affect the enforceability of any other provisions of This Agreement. CONFESSION OF JUDGMENT. BORROWER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE. TC APPEAR A- ANN TIME FOR BORROWER AFTER A DEFAULT UNDER THIS AGREEMENT AND WITH OR WITHOUT COMPLAINT FILED. CONFESS OF ENTER JUDGMENT AGAINST BORROWER FOR THE ENTIRE PRINCIPAL BALANCE OF THIS AGREEMENT AND ALL ACCRUED INTEREST, LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECUAiNG THE (NDEVEONESS. TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION Of TEN PERCENT tt0°.e1 OF The UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS (5500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING. THIS AGREEMENIT OR A COPY OF THIS AGREEMENT VERIFIED BY AFFIOAV17 SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS AGREEMENT TO CONFESS JUDGMENT AGAINST BORROWER SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY SLIT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS AGFEEMENT. ;ORROWER HEREBY WAIVES ANY RIGHT BORROWER MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH gyn. ter a n.r nc n meueuT AArn CTATCG TUAT nrueo a pCORCCCNTCTIVF n. I ENDER SPECIFICALLY CALLED THIS CONFESSION OF FE9-01-2006 17:55 P. 0,7/ 015 jC??.J-z7-2@26 ?1= d..i C.1JMI''?tl'tLt tIHNK r . r?•+i r?o ANGE IN TERMS AGREEMENT Page 3 Loan No: 3178888 (Continued) JUDGMENT PROVISION TO BORROWER'S ATTENTION OR BORROWER HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. PRIOR TO SIGNING THIS AGREEMENT. BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE AGREEMENT. THIS AGREEMENT IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS AGREEMENT IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. BORROWER: / PROGRES VENUE LIMITED RTNEASHIP D._ an Bratic. General Partner arf Progress Avenue Limlted Partnership w, 7.30.dit . co.-4r -??w w. ?N1 ]ma ri.M? Wn+1 •M +WIIY?iV?1?NRUfaG.iC • 021 •d ?. uca ro L..r.. DEC-?T-2 k70.5 14: 05 ?c,,?jt?13F EN CIO uw E,..ANGE IN TERMS AGREEM i? cwt m.:.....rc ... ....::................... ........... ........ ..__ <;.-::•:?a t:f':fill;::':::,.:;.::;::: s c ....... .......... t .......... :z5:0o?i: µ ::?T;:1;20': fl2•$=2'us'.:..:-;;3 ay em above containing only and has not been lim m tted dlua to'textflenigth I m ietton?. n particular oan or item. References in the shaded are Anv a are Lender: COMMERCE BANK/HARRISBURG N.A. Borrower: Progress Avenue Limited Partnership (TIN: COMMERCIAL BUSINESS DEPARTMENT 101 U. S05831 100 SENATE AVENUE 101 U. S. Route 15 South CAMP HILL. PA 17011 Dillaburg, PA 17001 19 1717) 975-5630 Principal Amount: $325,000.00 Initial Rate: 7.500% Date of Agreement: December 1, 2005 DESCRIPTION OF CHANGE IN TERMS. To extend the maturity date from November 30. 2005 to February 26, 2006. PROMISE TO PAY. Progress Avenue Limited Partnership I"Borrower") promises to pay to COMMERCE BANK/HARRISBURG N.A. ("Lender"). or order. In lawful money of the United States. of_-America.._I)!.a,_-p.rlncipal amount of Three Hundred Twenty-five Thousand & 001100 Dollars 15325,000.001, together with interest on the unpaid principal balance from October 1, 2005, until Dald in full'. PAYMENT. Borrower will pay this loan in one principal payment of 9325,000.00 plus interest on February 28, 2006. This payment due on February 28, 2006, will be for all principal and all accrued interest not yet paid. In addition, Borrower will pay regular monthly payments of all accrued unpaid Interest due at of each payment date, beginning November 1, 2006, with all subsequent Interest payments to be due on the same day of each month after that. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest: then to prlncipel: &en lb any unpaid collictlon costs; and then to any late charges. Interest on thls Agreement Is computed on a 3651360 simple interest basis; that is, by applying the ratio of the annual interest rate over a year of 360 days, multiplied by the outstanding prlneipal balance, multiplied by the actual number of days the principal balance is outstanding. Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate in writing. VARIABLE INTEREST RATE. The interest rate on this Agreement Is subject to change from time to time based on changes in an independent index which is the Prime Rate as published in the Money Rate Section of the Wall Street Journal. If a range of rates its published, rho highest will be used. (the 'Index"). The Index is not necessarily the lowest rate charged by Lender on its loans. If the Index becomes unavailable during the term of this loan, Lender may designate a substitute index after notice to Borrower. Lender will tell Borrower the current Index rate upon 8orro%ver's request. The interest rate change will not occur more often then each day. Borrower understands that Lender may make loans based on other rates as welt. The Index currently Is 7.000% per annum. The Interest rate to be applied to the unpaid principal balance of the Note will be at a rate of 0.600 percentage points over the Index, resulting In an initial rats of 7.500% per annum. NOTICE: Under no circumstances will the interest rate on the Note be more than the maximum rate allowed by applicable law. PREPAYMENT. Borrower agrees that all loan fees and other prepaid finance charges are earned fully as of the date of the loan and will not be subject to refund upon early payment {whether voluntary or as a result of defaults. except as otherwise required by law. Except for the foregoing, Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing. relieve Borrower of Borrower's obligation to continue to make payments under the payment schedule. Rather, early payments will reduce the principal balance due. Borrower agrees not to send Lender payments markod "paid in full", "without recourso", or similar language. It Borrower sends such a payment, Lender may accept it without losing any of Lenders rights under this Agreament, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment Instrument that indicates that the payment constitutes "payment in full" of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: COMMERCE BANK!HARRISBURG N.A., LOAN SERVICING, PO BOX 1195 CAMP HILL, PA 17011-1195. LA CHARGE. 11 a payment is 1?daQy?sZo`r more late, Borrower will be charged 5.000% of the regularly scheduled payment- INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, the total sum due under this Agreement will bear Interest from the date of acceleration or maturity at the variable interest rate on this Agreement. The interest rate will not exceed the maximum rate permitted by applicable law. If judgment is entered In connection with this Agreement, interest will continue to accrue on this Agreement after judgment at tho interest rate applicable to this Agreement at the time judgment is entered. DEFAULT. Each of the.1ollowin8-ghall cons2ltute @n. Event of-Default under this Agreement: Payment Default. Borrower fails to make any payment when due under the Indebtedness. Other Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Agreement or in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower. Default in Favor of Third Parties. Borrower defaults under any loan. extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower's property or Borrower's ability to perform Borrower's obligations under this Agreement or any of the Related Documents. Environmental Default. Failure of any party to comply with or perform when due any term, obligation, covenant or condition contained in any environmental agreement executed in connection with any Indebtedness. False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Agreement or the Related Documents is false or misleading in any material respect. either now or at the time made or furnished or bocomes false or misleading at any time thereafter. insolvency Death or Insolvency. The dissolution or termination of Borrower's existence as a going i n ss or the death of my par tner. the any type of of ors. of Borrower, the appointment of a receiver for any pert of Borrower's property, creditor workout, or the corr.mencement of any proceeding under any bankruptcy or Insolvency lawh by of against Borrower. or forfeiture oroceedings• ding, self-help, of enY age.r-n eat een.mror ..C.11" the t)y any C[iiditov Of 90frowsr or by any govet"mental agency Creditor Ot FOtfeitUra PfOCe C mentement o1 fateclosure ?+h'c'-•'= ?^e'j°='° o• d@p041t yCCO Ines, rapO55eS51pn w'.Lh Ln"d°r. ?Vu+icv.r. rt+? 11 anu deooslL= tithe[ method, of 8ortOwer's ower as to accounts, the validity or forfeiture Droceedinp Indebtedness- This includes e garnishment of tali any dity or redsonablenes ti te clam th dispute ryes by BorrLender wntten notice of the creditor It there is a g i itS sole discretion, as of Default shag not apply and if Brrower g proceeding, in an amount determined by Lender, n the creditor Or forfeiture pro for nd far The ceeding a Lender monies orsurety d for the dispute. or forfeiture an adequate reserve r_nf 1 1914 DEil-27-200-1 14:06 P. 0113- CHANGE IN TERMS AGREEMENT Loan No: 3178888 (Continued) Page 2 Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the indebtedness or any Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness evidenced by this Note. In the event of a death, Lender, at its option, may, but shall not be required to, permit the Guarantor's estate to assume unconditionally the obligations arising under the guaranty in a manner satisfactory to Lender. and, in doing so, cure any Event of Default. Events Affecting General Partner of Borrower. Any of the preceding events occurs with respect to any general partner of Borrower or any general partner dies or becomes incompetent. Change In Ownership. The resignation or expulsion of any general partner with an ownership interest of twenty-five percent (259/f,1 or more in Borrower. Adverse Change. A material adverse change occurs in Borrower's financial condition, or Lender bolievess the prospect of payment or performance of the indebtedness is impaired. Insecurity. Lender in good faith believes itself insecure. Cure Provisions. If any default, other 1hrin .4 rlefaqjt.ip. POYMen; is CUFSbIS aAd if. aerrone; has not been given T-nutwe of a c1re8cn Of the ------ - - - ------ same Provision of this Agreement within the preceding twelve (12) months, it may be cured if Borrower, after receiving written notice from Lender demanding cure of such default: 11) cures the default within fifteen 1151 days; or (2) if the cure requires more than fifteen (151 days. immadiately initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. LENDER'S RIGHTS. Upon default, Lender may, after giving such notices as required by applicable law, declare the entire unpaid principal balance on this Agreement and all accrued unpaid interest Immediately due, and then Borrower will pay that amount. ATTORNEYS' FEES: EXPENSES. Lender may hire or pay someone else to help collect this Agreement if Borrower does not pay. Borrower will pay Lender that amount. This includes, subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal expanses, whether or not there is a lawsuit, including attorneys' fees, expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), and appeals. If not prohibited by applicable low. Borrower also will pay any court costs. In addition to all other sums provided by law. GOVERNING LAW. This Agreement will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions. Thin Agreement has been accepted by Lender in the Commonwealth of Pennsylvania. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower's accounts with Lender (whether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the indebtedness against any and all such accounts. COLLATERAL. Borrower acknowledges this Agreement is secured by Second mortgage behind a Commerce 1st mortgage on the real estate located at the intersection of Progress Avenue & Kohn Road, Susquehanna Township, Harrisburg, Dauphin County, PA. CONTINUING VALIDITY. Except as expressly changed by this Agreement, the terms of the original obligation or obligations, including all agreements evidenced or securing the obligation(s), remain unchanged and in full force and effect. Consent by Lender to this Agreement does not waive Lender's right to strict performance of the obligationls) as changed. nor obligate Lender to make any future change in terms. Nothing in this Agreement will constitute a satisfaction of the obligation(s). It is the intention of Lander to retain as liable parties all makers and endorsers of the original obligation(s), including accommodation parties, unless a party Is expressly released by Lender in writing. Any maker or endorser. Including accommodation makers, will not be released by virtue of this Agreement. If any person who signed the original obligation does not sign this Agreement below, then all persons signing below acknowledge that this Agreement Is given conditionally, based on the representation to Lender that the non-signing party consents to the changes and provisions of this Agreement or otherwise will not be released by it This waiver applies not only to any initial extension, modification or release, but also to all such subsequent actions. SUCCESSOR INTERESTS. The terms of this Agreement shall be binding upon Borrower, and upon Borrower's heirs, personal representatives, successors, and assigns, and shall be enforceable by Lander and its successors and assigns. NOTIFY US OF INACCURATE INFORMATION WE REPORT TO CONSUMER REPORTING AGENCIES. Please notify us if we report any inaccurate Information about your account(s) to a consumer reporting agency. Your written notice describing the specific inaccuracybes) should be sent to us at the following address: COMMERCE BANK/HARRISBURG N.A. LOAN SERVICING PO BOX 1 195 CAMP HILL. PA 17011-1195. MISCELLANEOUS PROVISIONS. Lender may delay or forgo enforcing any of its rights or remedies under this Agreement without losing them. Borrower and any other person who signs, guarantees or endorses this Agreement, to the extent allowed by law, waive presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this Agreement, and unless otherwise expressly stated in writing, no party who signs this Agreement, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan or release any parry, partner, or guarantor or collateral; or impair, fail to realize upon or perfect Lender's security interest in the collateral; and take any other action doomed necessary by Lender without the consent of or notice to anyone. All such parties also agree that Lander may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Agreement are joint and several. If any portion of this Agreement is for any reason determined to be unenforceable, it wiif not affect the enforceability of any other provision, of this Agreement. CONFESSION OF JUDGMENT. BORROWER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE. TO APPEAR AT ANY TIME FOR BORROWER AFTER A DEFAULT UNDER THIS AGREEMENT AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT AGAINST BORROWER FOR THE ENTIRE PRINCIPAL BALANCE OF THIS AGREEMENT AND ALL ACCRUED INTEREST, LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THE INDEBTEDNESS, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT 110%) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS 15500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS AGREEMETIT OR A COPY OF THIS AGREEMENT VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS AGREEMENT 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 AGREEMENT. BORROWER HEREBY WAIVES ANY RIGHT BORROWER MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF DEC-2^-2005 14:05 P.02 ?OG CHANGE IN TERMS AGREEMENT Loan No: 3178888 (Continued) Page 3 JUDGMENT PROVISION TO BORROWER'S ATTENTION OR BORROWER HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. PRIOR TO SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT. INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE AGREEMENT. THIS AGREEMENT IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS AGREEMENT IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. BORROWER: PROGRESS ENUE LIMITED PARTNERSHIP ? ..'Seal) By,. __.---..__-Dv6 4k,.- ai_Pr?gteszAvenue - - -- Limited.. Partnership -- - - - -- - -- -- - ---- ---- - -- OC.?CaV?y?1.n1 t4.w•M 4b1-+?.. Ana. 1)Ol. :+'a au M:?e ?w++wJ c?'•:tWiM?TiG^V.'iMCl1?L.l?J1?2.:i ?.?t?i - l6[--C1?G?10. Vw Lm C ' 4NGE IN TERMS AGREEME' - References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "` • * " has been omitted due to text length limitations. Borrower: Progress Avenue Limited Partnership (TIN 25-1780583) 101 U. S. Route 15 South Dillsburg, PA 17019 Lender: COMMERCE BANK/HARRISBURG N.A. COMMERCIAL BUSINESS DEPARTMENT 100 SENATE AVENUE CAMP HILL, PA 17011 (717) 975-5630 Principal Amount: $325,000.00 Initial Rate: 7.250% Date of Agreement: October 28, 2005 DESCRIPTION OF CHANGE IN TERMS. To extend the maturity date from October 31, 2005 to December 31, 2005. PROMISE TO PAY. Progress Avenue Limited Partnership ("Borrower") promises to pay to COMMERCE BANK/HARRISBURG N.A. ("Lender"), or order, in lawful money of the United States of America, the principal amount of Three Hundred Twenty-five Thousand & 00/100 Dollars ($325,000.00), together with interest on the unpaid principal balance from September 1, 2005, until paid in full. PAYMENT. Borrower will pay this loan in one principal payment of $325,000.00 plus interest on December 31, 2005. This payment due on December 31, 2005, will be for all principal and all accrued interest not yet paid. In addition, Borrower will pay regular monthly payments of all accrued unpaid interest due as of each payment date, beginning October 1, 2005, with all subsequent interest payments to be due on the same day of each month after that. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest; then to principal; then to any unpaid collection costs; and then to any late charges. Interest on this Agreement is computed on a 3651360 simple interest basis; that is, by applying the ratio of the annual interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate in writing. VARIABLE INTEREST RATE. The interest rate on this Agreement is subject to change from time to time based on changes in an independent index which is the Prime Rate as published in the Money Rate Section of the Wall Street Journal. If a range of rates is published, the highest will be used. Ithe "Index"). The Index is not necessarily the lowest rate charged by Lender on its loans. If the Index becomes unavailable during the term of this loan, Lender may designate a substitute index after notice to Borrower. Lender will tell Borrower the current Index rate upon Borrower's request. The interest rate change will not occur more often than each day. Borrower understands that Lender may make loans based on other rates as well. The Index currently is 6.750% per annum. The interest rate to be applied to the unpaid principal balance of the Note will be at a rate of 0.500 percentage points over the Index, resulting in an initial rate of 7.250% per annum. NOTICE: Under no circumstances will the interest rate on the Note be more than the maximum rate allowed by applicable law. PREPAYMENT. Borrower agrees that all loan fees and other prepaid finance charges are earned fully as of the date of the loan and will not be subject to refund upon early payment (whether voluntary or as a result of default), except as otherwise required by law. Except for the foregoing, Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower's obligation to continue to make payments under the payment schedule. Rather, early payments will reduce the principal balance due. Borrower agrees not to send Lender payments marked "paid in full", "without recourse", or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender's rights under this Agreement, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes "payment in full" of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: COMMERCE BANK/HARRISBURG N.A., LOAN SERVICING, PO BOX 1195 CAMP HILL, PA 17011-1195. LATE CHARGE. If a payment is 10 days or more late, Borrower will be charged 5.000% of the regularly scheduled payment. INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, the total sum due under this Agreement will bear interest from the date of acceleration or maturity at the variable interest rate on this Agreement. The interest rate will not exceed the maximum rate permitted by applicable law. If judgment is entered in connection with this Agreement, interest will continue to accrue on this Agreement after judgment at the interest rate applicable to this Agreement at the time judgment is entered. DEFAULT. Each of the following shall constitute an Event of Default under this Agreement: Payment Default. Borrower fails to make any payment when due under the Indebtedness. Other Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Agreement or in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower. Default in Favor of Third Parties. Borrower defaults under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower's property or Borrower's ability to perform Borrower's obligations under this Agreement or any of the Related Documents. Environmental Default. Failure of any party to comply with or perform when due any term, obligation, covenant or condition contained in any environmental agreement executed in connection with any Indebtedness. False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Agreement or the Related Documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. Death or Insolvency. The dissolution or termination of Borrower's existence as a going business or the death of any partner, the insolvency of Borrower, the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the Indebtedness. This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute. CHANGE IN TERMS AGREEMENT Loan No: 3178888 (Continued) Page 2 Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness or any Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness evidenced by this Note. In the event of a death, Lender, at its option, may, but shall not be required to, permit the Guarantor's estate to assume unconditionally the obligations arising under the guaranty in a manner satisfactory to Lender, and, in doing so, cure any Event of Default. Events Affecting General Partner of Borrower. Any of the preceding events occurs with respect to any general partner of Borrower or any general partner dies or becomes incompetent. Change In Ownership. The resignation or expulsion of any general partner with an ownership interest of twenty-five percent (25%) or more in Borrower. Adverse Change. A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance of the Indebtedness is impaired. Insecurity. Lender in good faith believes itself insecure. Cure Provisions. If any default, other than a default in payment is curable and if Borrower has not been given a notice of a breach of the same provision of this Agreement within the preceding twelve (12) months, it may be cured if Borrower, after receiving written notice from Lender demanding cure of such default: (1) cures the default within fifteen (15) days; or (2) if the cure requires more than fifteen (15) days, immediately initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. LENDER'S RIGHTS. Upon default, Lender may, after giving such notices as required by applicable law, declare the entire unpaid principal balance on this Agreement and all accrued unpaid interest immediately due, and then Borrower will pay that amount. ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect this Agreement if Borrower does not pay. Borrower will pay Lender that amount. This includes, subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit, including attorneys' fees, expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), and appeals. If not prohibited by applicable law, Borrower also will pay any court costs, in addition to all other sums provided by law. GOVERNING LAW. This Agreement will be governed by, construed and enforced in accordance with federal law and the laws of the Commonwealth of Pennsylvania. This Agreement has been accepted by Lender in the Commonwealth of Pennsylvania. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower's accounts with Lender (whether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the indebtedness against any and all such accounts. COLLATERAL. Borrower acknowledges this Agreement is secured by Second mortgage behind a Commerce 1st mortgage on the real estate located at the intersection of Progress Avenue & Kohn Road, Susquehanna Township, Harrisburg, Dauphin County, PA. CONTINUING VALIDITY. Except as expressly changed by this Agreement, the terms of the original obligation or obligations, including all agreements evidenced or securing the obligation(s), remain unchanged and in full force and effect. Consent by Lender to this Agreement does not waive Lender's right to strict performance of the obligation(s) as changed, nor obligate Lender to make any future change in terms. Nothing in this Agreement will constitute a satisfaction of the obligation(s). It is the intention of Lender to retain as liable parties all makers and endorsers of the original obligation(s), including accommodation parties, unless a party is expressly released by Lender in writing. Any maker or endorser, including accommodation makers, will not be released by virtue of this Agreement. If any person who signed the original obligation does not sign this Agreement below, then all persons signing below acknowledge that this Agreement is given conditionally, based on the representation to Lender that the non-signing party consents to the changes and provisions of this Agreement or otherwise will not be released by it. This waiver applies not only to any initial extension, modification or release, but also to all such subsequent actions. SUCCESSOR INTERESTS. The terms of this Agreement shall be binding upon Borrower, and upon Borrower's heirs, personal representatives, successors, and assigns, and shall be enforceable by Lender and its successors and assigns. NOTIFY US OF INACCURATE INFORMATION WE REPORT TO CONSUMER REPORTING AGENCIES. Please notify us if we report any inaccurate information about your account(s) to a consumer reporting agency. Your written notice describing the specific inaccuracy(ies) should be sent to us at the following address: COMMERCE BANK/HARRISBURG N.A. LOAN SERVICING 100 SENATE AVENUE CAMP HILL, PA 17011 MISCELLANEOUS PROVISIONS. Lender may delay or forgo enforcing any of its rights or remedies under this Agreement without losing them. Borrower and any other person who signs, guarantees or endorses this Agreement, to the extent allowed by law, waive presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this Agreement, and unless otherwise expressly stated in writing, no party who signs this Agreement, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan or release any party, partner, or guarantor or collateral; or impair, fail to realize upon or perfect Lender's security interest in the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Agreement are joint and several. If any portion of this Agreement is for any reason determined to be unenforceable, it will not affect the enforceability of any other provisions of this Agreement. CONFESSION OF JUDGMENT. BORROWER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR BORROWER AFTER A DEFAULT UNDER THIS AGREEMENT AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT AGAINST BORROWER FOR THE ENTIRE PRINCIPAL BALANCE OF THIS AGREEMENT AND ALL ACCRUED INTEREST, LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THE INDEBTEDNESS, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10%) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS ($500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS AGREEMENT OR A COPY OF THIS AGREEMENT VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS AGREEMENT TO CONFESS JUDGMENT AGAINST BORROWER SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME SAND AT ALL TIMES UNTIL PAYMENT IN FULL OF AI' -AMOUNTS DUE UNDER THIS AGREEMENT. BORROWER HEREBY WAIVES ANY RIGi -:RROWER MAY HAVE TO NOTICE OR TO A RING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STAI iAT EITHER A REPRESENTATIVE OF LENDER, -IFICALLY CALLED THIS CONFESSION OF JUDCMENT PROVISION TO BORROWER'S i ENTION OR BORROWER HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. I 'RANGE IN TERMS AGREEMENT Loan No: 3178888 (Continued) Page 3 JUDGMENT PROVISION TO BORROWER'S ATTENTION OR BORROWER HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. PRIOR TO SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE AGREEMENT. THIS AGREEMENT IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS AGREEMENT IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. BORROWER: Seal) LASER PRO Lodi g. V- 5.2S. W. W9 C,p,. H,l-d Fb MIW S11.6 na. Inc. 1997. 2009. All RiOHU R,-W. - PA H:MNAPPS MlrACFllLPL1D20C.FC TR-12291 PR-19 Limited Partnership CHANGE IN TERMS AGREEMENT References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Anv item above containing " * * * " has been omitted due to text length limitations. Borrower: Progress Avenue Limited Partnership (TIN 25-1780583) 101 U. S. Route 15 South Dillsburg, PA 17019 Lender: COMMERCE BANK/HARRISBURG N.A. COMMERCIAL BUSINESS DEPARTMENT 100 SENATE AVENUE CAMP HILL, PA 17011 (717) 975-5630 Principal Amount: $325,000.00 Initial Rate: 7.000% Date of Agreement: August 30, 2005 DESCRIPTION OF CHANGE IN TERMS. To extend the maturity date from August 31, 2005 to October 31, 2005. PROMISE TO PAY. Progress Avenue Limited Partnership ("Borrower") promises to pay to COMMERCE BANK/HARRISBURG N.A. ("Lender"), or order, in lawful money of the United States of America, the principal amount of Three Hundred Twenty-five Thousand & 001100 Dollars ($325,000.00), together with interest on the unpaid principal balance from July 1, 2005, until paid in full. PAYMENT. Borrower will pay this loan in one principal payment of $325,000.00 plus interest on October 31, 2005. This payment due on October 31, 2005, will be for all principal and all accrued interest not yet paid. In addition, Borrower will pay regular monthly payments of all accrued unpaid interest due as of each payment date, beginning August 1, 2005, with all subsequent interest payments to be due on the same day of each month after that. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest; then to principal; then to any unpaid collection costs; and then to any late charges. Interest on this Agreement is computed on a 3651360 simple interest basis; that is, by applying the ratio of the annual interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate In writing. VARIABLE INTEREST RATE. The interest rate on this Agreement is subject to change from time to time based on changes in an independent index which is the Prime Rate as published in the Money Rate Section of the Wall Street Journal. If a range of rates is published, the highest will be used. (the "Index"). The Index is not necessarily the lowest rate charged by Lender on its loans. If the Index becomes unavailable during the term of this loan, Lender may designate a substitute index after notice to Borrower. Lender will tell Borrower the current Index rate upon Borrower's request. The interest rate change will not occur more often than each day. Borrower understands that Lender may make loans based on other rates as well. The Index currently is 6.500% per annum. The interest rate to be applied to the unpaid principal balance of the Note will be at a rate of 0.500 percentage points over the Index, resulting in an initial rate of 7.000% per annum. NOTICE: Under no circumstances will the interest rate on the Note be more than the maximum rate allowed by applicable law. PREPAYMENT. Borrower agrees that all loan fees and other prepaid finance charges are earned fully as of the date of the loan and will not be subject to refund upon early payment (whether voluntary or as a result of default), except as otherwise required by law. Except for the foregoing, Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower's obligation to continue to make payments under the payment schedule. Rather, early payments will reduce the principal balance due. Borrower agrees not to send Lender payments marked "paid in full", "without recourse", or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender's rights under this Agreement, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes "payment in full" of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: COMMERCE BANK/HARRISBURG N.A., LOAN SERVICING, PO BOX 1195 CAMP HILL, PA 17011-1195. LATE CHARGE. If a payment is 10 days or more late, Borrower will be charged 5.000% of the regularly scheduled payment. INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, the total sum due under this Agreement will bear interest from the date of acceleration or maturity at the variable interest rate on this Agreement. The interest rate will not exceed the maximum rate permitted by applicable law. If judgment is entered in connection with this Agreement, interest will continue to accrue on this Agreement after judgment at the interest rate applicable to this Agreement at the time judgment is entered. DEFAULT. Each of the following shall constitute an Event of Default under this Agreement: Payment Default. Borrower fails to make any payment when due under the Indebtedness. Other Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Agreement or in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower. Default in Favor of Third Parties. Borrower defaults under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower's property or Borrower's ability to perform Borrower's obligations under this Agreement or any of the Related Documents. Environmental Default. Failure of any party to comply with or perform when due any term, obligation, covenant or condition contained in any environmental agreement executed in connection with any Indebtedness. False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Agreement or the Related Documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. Death or Insolvency. The dissolution or termination of Borrower's existence as a going business or the death of any partner, the insolvency of Borrower, the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the Indebtedness. This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute. CHANGE IN TERMS AGREEMENT ,Loan No: 3178888 (Continued) Page 2 Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness or any Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness evidenced by this Note. In the event of a death, Lender, at its option, may, but shall not be required to, permit the Guarantor's estate to assume unconditionally the obligations arising under the guaranty in a manner satisfactory to Lender, and, in doing so, cure any Event of Default. Events Affecting General Partner of Borrower. Any of the preceding events occurs with respect to any general partner of Borrower or any general partner dies or becomes incompetent. Change In Ownership. The resignation or expulsion of any general partner with an ownership interest of twenty-five percent (25%) or more in Borrower. Adverse Change. A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance of the Indebtedness is impaired. Insecurity. Lender in good faith believes itself insecure. Cure Provisions. If any default, other than a default in payment is curable and if Borrower has not been given a notice of a breach of the same provision of this Agreement within the preceding twelve (12) months, it may be cured if Borrower, after receiving written notice from Lender demanding cure of such default: (1) cures the default within fifteen (15) days; or (2) if the cure requires more than fifteen (15) days, immediately initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. LENDER'S RIGHTS. Upon default, Lender may, after giving such notices as required by applicable law, declare the entire unpaid principal balance on this Agreement and all accrued unpaid interest immediately due, and then Borrower will pay that amount. ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect this Agreement if Borrower does not pay. Borrower will pay Lender that amount. This includes, subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit, including attorneys' fees, expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), and appeals. If not prohibited by applicable law, Borrower also will pay any court costs, in addition to all other sums provided by law. GOVERNING LAW. This Agreement will be governed by, construed and enforced in accordance with federal law and the laws of the Commonwealth of Pennsylvania. This Agreement has been accepted by Lender in the Commonwealth of Pennsylvania. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower's accounts with Lender (whether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the indebtedness against any and all such accounts. COLLATERAL. Borrower acknowledges this Agreement is secured by Second mortgage behind a Commerce 1st mortgage on the real estate located at the intersection of Progress Avenue & Kohn Road, Susquehanna Township, Harrisburg, Dauphin County, PA. CONTINUING VALIDITY. Except as expressly changed by this Agreement, the terms of the original obligation or obligations, including all agreements evidenced or securing the obligation(s), remain unchanged and in full force and effect. Consent by Lender to this Agreement does not waive Lender's right to strict performance of the obligation(s) as changed, nor obligate Lender to make any future change in terms. Nothing in this Agreement will constitute a satisfaction of the obligation(s). It is the intention of Lender to retain as liable parties all makers and endorsers of the original obligation(s), including accommodation parties, unless a party is expressly released by Lender in writing. Any maker or endorser, including accommodation makers, will not be released by virtue of this Agreement. If any person who signed the original obligation does not sign this Agreement below, then all persons signing below acknowledge that this Agreement is given conditionally, based on the representation to Lender that the non-signing party consents to the changes and provisions of this Agreement or otherwise will not be released by it. This waiver applies not only to any initial extension, modification or release, but also to all such subsequent actions. SUCCESSOR INTERESTS. The terms of this Agreement shall be binding upon Borrower, and upon Borrower's heirs, personal representatives, successors, and assigns, and shall be enforceable by Lender and its successors and assigns. NOTIFY US OF INACCURATE INFORMATION WE REPORT TO CONSUMER REPORTING AGENCIES. Please notify us if we report any inaccurate information about your account(s) to a consumer reporting agency. Your written notice describing the specific inaccuracy(ies) should be sent to us at the following address: COMMERCE BANK/HARRISBURG N.A. LOAN SERVICING 100 SENATE AVENUE CAMP HILL, PA 17011 MISCELLANEOUS PROVISIONS. Lender may delay or forgo enforcing any of its rights or remedies under this Agreement without losing them. Borrower and any other person who signs, guarantees or endorses this Agreement, to the extent allowed by law, waive presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this Agreement, and unless otherwise expressly stated in writing, no party who signs this Agreement, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan or release any party, partner, or guarantor or collateral; or impair, fail to realize upon or perfect Lender's security interest in the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Agreement are joint and several. If any portion of this Agreement is for any reason determined to be unenforceable, it will not affect the enforceability of any other provisions of this Agreement. CONFESSION OF JUDGMENT. BORROWER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR BORROWER AFTER A DEFAULT UNDER THIS AGREEMENT AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT AGAINST BORROWER FOR THE ENTIRE PRINCIPAL BALANCE OF THIS AGREEMENT AND ALL ACCRUED INTEREST, LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THE INDEBTEDNESS, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10%) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS ($500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS AGREEMENT OR A COPY OF THIS AGREEMENT VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS AGREEMENT 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 A!' AMOUNTS DUE UNDER THIS AGREEMENT. BORROWER HEREBY WAIVES ANY RIG[ --RROWER MAY HAVE TO NOTICE OR TO A RING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STA1 iAT EITHER A REPRESENTATIVE OF LENDER. .IFICALLY CALLED THIS CONFESSION OF JUDCMENT PROVISION TO BORROWER'S : , , ENTION OR BORROWER HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. CHANGE IN TERMS AGREEMENT Loan No: 3178888 (Continuer) Page 3 JUDGMENT PROVISION TO BORROWER'S ATTENTION OR BORROWER HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. PRIOR TO SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE AGREEMENT. THIS AGREEMENT IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS AGREEMENT IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. BORROWER: PROGRESS ENUE LIMITS PARTNERSHIP o.... ... ..' .. ........:(Seal) Partnership LASER PRO LmdNg, Va. 8.28.00.004 Cgpr. Hximd Fmalt SolNign,, Inc. 1997, 2008. MI Rights R--d. - PA N:{WINAPPS%LPWIN%CFI%LPL\D20C.FC. TA-12291 PR-18 IANGE IN TERMS AGREEMI r References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item. l Any item above containing has been bmitted due to text length limitations. Borrower: Progress Avenue Limited Partnership (TIN: !Lender: COMMERCE BANK/HARRISBURG N.A. 25-1780583) COMMERCIAL BUSINESS DEPARTMENT 101 U. S. Route 15 South 100 SENATE AVENUE Dillsburg, PA 17019 i CAMP HILL, PA 17011 (717) 975-5630 I Principal Amount: $325,000.00 Initial Rath: 6.500% Date of Agreement: June 27, 2005 DESCRIPTION OF CHANGE IN TERMS. To extend the maturity date from July 1, 2005 to August 31, 2005. PROMISE TO PAY. Progress Avenue Limited Partnership ("Borrower") promises to pay to COMMERCE BANK/HARRISBURG N.A. ("Lender"), or order, in lawful money of the United States of America, the principal !amount of Three Hundred Twenty-five Thousand & 00/100 Dollars ($325,000.00), together with interest on the unpaid principal balance front June 1, 2005, until paid in full. PAYMENT. Borrower will pay this loan in one principal payment of $325,000.00 plus interest on August 31, 2005. This payment due on August 31, 2005, will be for all principal and all accrued interest not yep paid. In addition, Borrower will pay regular monthly payments of all accrued unpaid interest due as of each payment date, beginning July 1, 2005, with all subsequent interest payments to be due on the same day of each month after that. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid intorost; then to principal; then to any unpaid collection costs; and then to any Ike charges. Interest on this Agreement is computed on a 365/360 simple interest basis; that is, by applying the ratio of the annual interestirate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate in writing. i VARIABLE INTEREST RATE. The interest rate on this Agreement is subject to change from time to time based on changes in an independent index which is the Prime Rate as published in the Money Rate Section off the Wall Street Journal. If a range of rates is published, the highest will be used. (the "Index"). The Index is not necessarily the lowest rate charged by Lender on its loans. If the Index becomes unavailable during the term of this loan, Lender may designate a substitute index after noti,4e to Borrower. Lender will tell Borrower the current Index rate upon Borrower's request. The interest rate change will not occur more often; than each day. Borrower understands that Lender may make loans based on other rates as well. The Index currently is 6.00076 per annum.) The interest rate to be applied to the unpaid principal balance of the Note will be at a rate of 0.500 percentage points over the Index, resenting In an Initial rate of 6.500% per annum. NOTICE: Under no circumstances 'will the interest rate on the Note be more than the maximum rate allowed by applicable law. PREPAYMENT. Borrower agrees that all loan fees and other prepaid finance charges are earned fully as of the date of the loan and will not be subject to refund upon early payment (whether voluntary or as a result of default), except as otherwise required by law. Except for the foregoing, Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower's obligation to continue to make payments under the payment schedule. Rather, early payments will reduce the principal balance due. Borrower agrees not to: send Lender payments marked "paid in full", "without recourse", or similar language. It Borrower sends such a payment, Lender may accept it without losing any of Lender's rights under this Agreement, and Borrower will remain obligated to pay any further amount owed to Lenders. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes "payment in full" of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed arn0unt must be mailed or delivered to: COMMERCE BANK/HARRISBURG N.A., LOAN SERVICING, PO BOX 1195 CAMP HILL, PA 17011-1195. LATE CHARGE. If a payment is 10 days or more late, Borrower will be charged 5.000% of the regularly scheduled payment. INTEREST AFTER DEFAULT, Upon default, including failure To pay upon final maturity, the Loral sum due under this Agreement will bear interest from the date of acceleration or maturity at the variable interest rate on !this Agreement. The interest rate will not exceed the maximum rate permitted by applicable law. If judgment is entered in connection with this Agreement, interest will continue to accrue on this Agreement after judgment at the interest rate applicable to this Agreement at the time judgment is entered. DEFAULT. Each of the following shall constitute an Event of Default under this Agreement: Payment Default. Borrower fails to make any payment when due under the Indebtedness. Other Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Agreement or in any of the Related Documents or to comply with or to perform, any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower, Default in Favor of Third Parties. Borrower defaults under any loan, ;extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that;may materially affect any of Borrower's property or Borrower's ability to perform Borrower's obligations under this Agreement or any of thei Related Documents. Environmental Default. Failure of any party to comply with or perform when due any term, obligation, covenant or condition contained in any environmental agreement executed in connection with any Indebtedness. False Statements. Any warranty, representation or statement made pr furnished to Lander by Borrower or on Borrower's behalf under this Agreement or the Related Documents is false or misleading in any m?terial respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. Death or Insolvency. The dissolution or termination of Borrower's existence as a going business or the death of any partner, the insolvency of Borrower, the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under anyf bankruptcy or insolvency laws by or against Borrower. Creditor or Forfeiture Proceedings. Commencement of foreclosure) or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower br by any governmental agency against any collateral securing the Indebtedness. This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrower; as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an Adeatiare reserve or bond for the dispute. 'HANGE IN TERMS AGREEMENT Loan No: 3178888 (Contintied) Page 2 Events Affecting Guarantor. Any of the preceding events occurs with respcct to any Guarantor of any of the Indebtedness or any Guarantor dies or becomes incompetent, or revokes or dispvics the validity of, or liability under, any Guaranty of the Indebtedness evidenced by this Note. In the event of a death, Lender, at its option, may, but shall not be required to, permit the Guarantor's estate to assume unconditionally the obligations arising under the guaranty in a manner satisfactory to Lender, and, in doing so, cure any Event of Default. Events Affecting General Partner of Borrower. Any of the preceding events occurs with respect to any general partner of Borrower or any general partner dies or becomes incompetent. Change In Ownership. The resignation or expulsion of any general partner with an ownership interest of twenty-five percent 125%) or more in Borrower. Adverse Change. A material adverse change occurs in Borrower's' financial condition, or Lender believes the prospect of payment or performance of the Indebtedness is impaired. Insecurity. Lender in good faith believes itself insecure. Cure Provisions. If any default, other than a default in payment is curable and if Borrower has not been given a notice of a breach of the some provision of this Agreement within the preceding twelve 112) months, it may be cured if Borrower, after receiving written notice from Lender demanding cure of such default: (1) cures the default withini fifteen (15) days; or (2) if the cure requires more than fifteen 115) days, immediately initiates steps which Lender deems in Lender's 'sole discretion to be sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient,to produce compliance as soon as reasonably practical. LENDER'S RIGHTS, Upon default, Lender may after giving such notices as required by applicable law, declare the entire unpaid principal balance on this Agreement and all accrued unpaid interest immediately due,. and then Borrower will pay that amount. ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect this Agreement if Borrower does not pay. Borrower will .pay Lender that amount. This includes, subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit, including attorneys' fees, expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), and appeals. If not prohibited by applicable law, Borrower also will pay any court costs, in addition To all other sums provided by law. GOVERNING LAW. This Agreement will be governed by federal law applicable to Lender and, To the extent not preempted by federal law, the 'laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions. This Agreement has been accepted by Lender in the Commonwealth of Pennsylvania. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower's accounts with Lender (whether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by .law. Borrower authorizes Lender, To the extent permitted by applicable law, to charge or setoff all sums owing on the indebtedness against any and all such accounts. COLLATERAL. Borrower acknowledges this Agreement is secured by Second mortgage behind a Commerce 1st mortgage on the real estate located at the intersection of Progress Avenue & Kohn Road, Susquehanna Township, Harrisburg, Dauphin County, PA. CONTINUING VALIDITY. Except as expressly changed by this Agreement the terms of the original obligation or obligations, including all agreements evidenced or securing the obligationls), remain unchanged and in full force and effect. Consent by Lender to this Agreement does not waive Lender's right to strict performance of the obligation(s) as changed, nor obligate Lender to make any future change in terms. Nothing in this Agreement will constitute a satisfaction of the obligat(onls). It Is the intention of Lender to retain as liable parties all makers and endorsers of the original obligation(s), including accommodation parties, unless a party is expressly released by Lender in writing. Any maker or endorser, including accommodation makers, will not be released by virtue of this Agreement, If any parson who signed the original obligation does not sign this Agreement below, then all persons signing below acknowledge that this Agreement is given conditionally, based on the representation to Lender that The non-signing party consents To the changes and provisions of This Agreement or otherwise will not be released by it. This waiver applies not only to any initial extension, modification or release, but also to all such subsequent actions SUCCESSOR INTERESTS. The terms of This Agreement shall be binding upon Borrower, and upon Borrower's heirs. personal representatives, successors, and assigns, and shell be enforceable by Lender and its successors and assigns. NOTIFY US OF INACCURATE INFORMATION WE REPORT TO CONSUMER' REPORTING AGENCIES, Please notity us if we report any inaccurate information about your accounT(s) to a consumer reporting agency. Your written notice describing the specific inaccuracybes) should be sent to us at the following address: COMMERCE BANK/HARRISBURG N.A. LOAN SERVICING PO BOY, 1195 CAMP HILL. PA 1707 1-1195. MISCELLANEOUS PROVISIONS. Lender may delay or forgo enforcing any of its rights or remedies under this Agreement without losing Them. Borrower and any other person who signs, guarantees or endorses this Agreement, to the extenT allowed 'by law, waive presentment. demand for payment, and notice of dishonor. Upon any change in the terms of this Agreement. and unless otherwise expressly stated in writing, no party who signs this Agreement, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability, All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan or release any party, partner, or guarantor or collateral; or impair, fail to realize upon or perfect Lender's security interest in the collateral; and take any other action deerned necessary by Lender without the consent of or notice To anyone. All such parties also agree that Lander may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Agreement are joint and several, If any portion of this Agreemem is for any reason determined to be unenforceable, it will not affect the enforceability of any other provisions of this Agreement. CONFESSION OF JUDGMENT. BORROWER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR BORROWER AFTER A DEFAULT UNDER THIS AGREEMENT AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT AGAINST BORROWER FOR THE ENTIRE PRINCIPAL BALANCE OF THIS AGREEMENT AND ALL ACCRUED INTEREST, LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THE INDEBTEDNESS, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10%j 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 AGREEMENT OR A COPY OF THIS AGREEMENT VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS AGREEMENT TO CONFESS JUDGMENT AGAINST BORROWER SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHAL.. CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS AGREEM=NT. AnRRnwcR HERESY WAIVES ANY RIGHT BORROWER MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH 90'd 71di0i CHANGE IN TERMS AGREEMENT Loan No: 3178888 (Continued) Page 3 ?armr JUDGMENT PROVISION TO BORROWER'S ATTENTION OR BORROWER HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. PRIOR TO SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT. INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE AGREEMENT. THIS AGREEMENT IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS AGREEMENT IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. BORROW: PROGRES ENUE LIMITED P NERSHIP By-, (Seat) usa Bratic, General Partner of Progress Avenue Llml d Partnership y,:Ea Vop ?„p,nv. o..:.n.aa WI ?aq. nNOna In.Kgl 7awt.nF Mc. 1M, M4 ?M Aqm. v..rvr?. . an n:?W?NKO6wr'WIwhCFl\MC02:t.rC TX-?Z:1? -14 CIM . J t RANGE IN TERMS AGREEML " References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "* * * " has been omitted due to text length limitations. Borrower: Progress Avenue Limited Partnership (TIN: 25-1780583) 101 U. S. Route 15 South Dillsburg, PA 17019 Lender: COMMERCE BANK/HARRISBURG N.A. COMMERCIAL BUSINESS DEPARTMENT 100 SENATE AVENUE CAMP HILL, PA 17011 (717) 975-5630 Principal Amount: $325,000.00 Initial Rate: 4.750% Date of Agreement: July 20, 2004 DESCRIPTION OF CHANGE IN TERMS. Change payment due date day from the 16th day of each month to the 1st day of each month, with payments as detailed below. PROMISE TO PAY. Progress Avenue Limited Partnership ("Borrower") promises to pay to COMMERCE BANK/HARRISBURG N.A. ("Lender"), or order, in lawful money of the United States of America, the principal amount of Three Hundred Twenty-five Thousand & 00/100 Dollars ($325,000.00), together with interest on the unpaid principal balance from July 16, 2004, until paid in full. PAYMENT. Borrower will pay this loan in one principal payment of $325,000.00 plus interest on July 1, 2005. This payment due on July 1, 2005; will be for all principal and all accrued interest not yet paid. In addition, Borrower will pay regular monthly payments of all accrued unpaid interest due as of each payment date, beginning September 1, 2004, with all subsequent interest payments to be due on the same day of each month after that. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest; then to principal; then to any unpaid collection costs; and then to any late charges. Interest on this Agreement is computed on a 365/360 simple interest basis; that is, by applying the ratio of the annual interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate in writing. VARIABLE INTEREST RATE. The interest rate on this Agreement is subject to change from time to time based on changes in an independent index which is the Prime Rate as published in the Money Rate Section of the Wall Street Journal. If a range of rates is published, the highest will be used. (the "Index"). The Index is not necessarily the lowest rate charged by Lender on its loans. If the Index becomes unavailable during the term of this loan, Lender may designate a substitute index after notice to Borrower. Lender will tell Borrower the current•lndex rate upon Borrower's request. The interest rate change will not occur more often than each day. Borrower understands that Lender may make loans based on other rates as well. The Index currently is 4.250% per annum. The interest rate to be applied to the unpaid principal balance of the Note will be at a rate of 0.500 percentage points over the Index, resulting in an initial rate of 4.750% per annum. NOTICE: Under no circumstances will the interest rate on the Note be more than the maximum rate allowed by applicable law. PREPAYMENT. Borrower agrees that all loan fees and other prepaid finance charges are earned fully as of the date of the loan and will not be subject to refund upon early payment (whether voluntary or as a result of default), except as otherwise required by law. Except for the foregoing, Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower's obligation to continue to make payments under the payment schedule. Rather, early payments will reduce the principal balance due. Borrower agrees not to send Lender payments marked "paid in full", "without recourse", or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender's rights under this Agreement, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes "payment in full" of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: COMMERCE BANK/HARRISBURG N.A., LOAN SERVICING, 100 SENATE AVENUE CAMP HILL, PA 17011. LATE CHARGE. If a payment is 10 days or more late, Borrower will be charged 5.000% of the regularly scheduled payment. INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, the total sum due under this Agreement will bear interest from the date of acceleration or maturity at the variable interest rate on this Agreement. The interest rate will not exceed the maximum rate permitted by applicable law. DEFAULT. Each of the following shall constitute an Event of Default under this Agreement: Payment Default. Borrower fails to make any payment when due under the Indebtedness. Other Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Agreement or in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower. Default in Favor of Third Parties. Borrower defaults under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower's property or Borrower's ability to perform Borrower's obligations under this Agreement or any of the Related Documents. Environmental Default. Failure of any party to comply with or perform when due any term, obligation, covenant or condition contained in any environmental agreement executed in connection with any Indebtedness. False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Agreement or the Related Documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. Death or Insolvency. The dissolution or termination of Borrower's existence as a going business or the death of any partner, the insolvency of Borrower, the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the Indebtedness. This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute. CHANGE IN TERMS AGREEMENT Loan No: 3178888 (Continued) Page 2 Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness or any Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness evidenced by this Note. In the event of a death, Lender, at its option, may, but shall not be required to, permit the Guarantor's estate to assume unconditionally the obligations arising under the guaranty in a manner satisfactory to Lender, and, in doing so, cure any Event of Default. Events Affecting General Partner of Borrower. Any of the preceding events occurs with respect to any general partner of Borrower or any general partner dies or becomes incompetent. Change In Ownership. The resignation or expulsion of any general partner with an ownership interest of twenty-five percent (25%) or more in Borrower. Adverse Change. A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance of the Indebtedness is impaired. Insecurity. Lender in good faith believes itself insecure. Cure Provisions. If any default, other than a default in payment is curable and if Borrower has not been given a notice of a breach of the same provision of this Agreement within the preceding twelve (12) months, it may be cured if Borrower, after receiving written notice from Lender demanding cure of such default: (1) cures the default within fifteen (15) days; or (2) if the cure requires more than fifteen (15) days, immediately initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. LENDER'S RIGHTS. Upon default, Lender may, after giving such notices as required by applicable law, declare the entire unpaid principal balance on this Agreement and all accrued unpaid interest immediately due, and then Borrower will pay that amount. ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect this Agreement if Borrower does not pay. Borrower will pay Lender that amount. This includes, subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit, including attorneys' fees, expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), and appeals. If not prohibited by applicable law, Borrower also will pay any court costs, in addition to all other sums provided by law. GOVERNING LAW. This Agreement will be governed by, construed and enforced in accordance with federal law and the laws of the Commonwealth of Pennsylvania. This Agreement has been accepted by Lender in the Commonwealth of Pennsylvania. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower's accounts with Lender (whether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the indebtedness against any and all such accounts. COLLATERAL. Borrower acknowledges this Agreement is secured by Second mortgage behind a Commerce 1 st mortgage on the real estate located at the intersection of Progress Avenue & Kohn Road, Susquehanna Township, Harrisburg, Dauphin County, PA. CONTINUING VALIDITY. Except as expressly changed by this Agreement, the terms of the original obligation or obligations, including all agreements evidenced or securing the obligation(s), remain unchanged and in full force and effect. Consent by Lender to this Agreement does not waive Lender's right to strict performance of the obligation(s) as changed, nor obligate Lender to make any future change in terms. Nothing in this Agreement will constitute a satisfaction of the obligation(s). It is the intention of Lender to retain as liable parties all makers and endorsers of the original obligation(s), including accommodation parties, unless a party is expressly released by Lender in writing. Any maker or endorser, including accommodation makers, will not be released by virtue of this Agreement. If any person who signed the original obligation does not sign this Agreement below, then all persons signing below acknowledge that this Agreement is given conditionally, based on the representation to Lender that the non-signing party consents to the changes and provisions of this Agreement or otherwise will not be released by it. This waiver applies not only to any initial extension, modification or release, but also to all such subsequent actions. SUCCESSOR INTERESTS. The terms of this Agreement shall be binding upon Borrower, and upon Borrower's heirs, personal representatives, successors, and assigns, and shall be enforceable by Lender and its successors and assigns. NOTIFY US OF INACCURATE INFORMATION WE REPORT TO CONSUMER REPORTING AGENCIES. Please notify us if we report any inaccurate information about your account(s) to a consumer reporting agency. Your written notice describing the specific inaccuracy(ies) should be sent to us at the following address: COMMERCE BANK/HARRISBURG N.A. LOAN SERVICING 100 SENATE AVENUE CAMP HILL, PA 17011 MISCELLANEOUS PROVISIONS. Lender may delay or forgo enforcing any of its rights or remedies under this Agreement without losing them. Borrower and any other person who signs, guarantees or endorses this Agreement, to the extent allowed by law, waive presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this Agreement, and unless otherwise expressly stated in writing, no party who signs this Agreement, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan or release any party, partner, or guarantor or collateral; or impair, fail to realize upon or perfect Lender's security interest in the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Agreement are joint and several. If any portion of this Agreement is for any reason determined to be unenforceable, it will not affect the enforceability of any other provisions of this Agreement. CONFESSION OF JUDGMENT. BORROWER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR BORROWER AFTER A DEFAULT UNDER THIS AGREEMENT AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT AGAINST BORROWER FOR THE ENTIRE PRINCIPAL BALANCE OF THIS AGREEMENT AND ALL ACCRUED INTEREST, LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THE INDEBTEDNESS, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10%) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS ($500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS AGREEMENT OR A COPY OF THIS AGREEMENT VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS AGREEMENT 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 At I AMOUNTS DUE UNDER THIS AGREEMENT. BORROWER HEREBY WAIVES ANY RIGI -"RROWER MAY HAVE TO NOTICE OR TO A RING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STAT iAT EITHER A REPRESENTATIVE OF LENDER, :IFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO BORROWER'S f ENTION OR BORROWER HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. CHANGE IN TERMS AGREEMEV Loan No: 3178888 (Continued) Page 3 PRIOR TO SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE AGREEMENT. THIS AGREEMENT IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS AGREEMENT IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. BORROWER: PROGRE VENUE LIMIT D AR ERSHIP Limited Partnership Avenue LASER PRO Lmdinp. Va. 9.24.10.02 Cap, HM-d Fl-i l S.Wfio- Ina. 1997. 2004. AS Rlph. Ras M. - PA HAWINAPP%LPWIMCFl%LPL%D20C.FC TR-12291 PR-19 COMMERCIAL GUARANT`Q References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Anv item above containing "'""" has been omitted due to text length limitations. Borrower: Progress Avenue Limited Partnership (TIN 25-1780583) 101 U. S. Route 15 South Dillsburg, PA 17019 Lender: COMMERCE BANK/HARRISBURG N.A. COMMERCIAL BUSINESS DEPARTMENT 100 SENATE AVENUE CAMP HILL, PA 17011 (717) 975-5630 Guarantor: Dusan Bratic (SSN: Kathleen M. Bratic (S N: 1521 High Meadow Lane Mechanicsburg, PA 17055 AMOUNT OF GUARANTY. The amount of this Guaranty is Unlimited. CONTINUING UNLIMITED GUARANTY. For good and valuable consideration, Dusan Bratic and Kathleen M. Bratic ("Guarantor") absolutely and unconditionally guarantees and promises to pay, jointly and severally, to COMMERCE BANK/HARRISBURG N.A. ("Lender") or its order, in legal tender of the United States of America, the Indebtedness (as that term is defined below) of Progress Avenue Limited Partnership ("Borrower") to Lender on the terms and conditions set forth in this Guaranty. Under this Guaranty, the liability of Guarantor is unlimited and the obligations of Guarantor are continuing. INDEBTEDNESS GUARANTEED. The Indebtedness guaranteed by this Guaranty includes any and all of Borrower's indebtedness to Lender and is used in the most comprehensive sense and means and includes any and all of Borrower's liabilities, obligations and debts to Lender, now existing or hereinafter incurred or created, including, without limitation, all loans, advances, interest, costs, debts, overdraft indebtedness, credit card indebtedness, lease obligations, other obligations, and liabilities of Borrower, or any of them, and any present or future judgments against Borrower, or any of them; and whether any such Indebtedness is voluntarily or involuntarily incurred, due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined; whether Borrower may be liable individually or jointly with others, or primarily or secondarily, or as guarantor or surety; whether recovery on the Indebtedness may be or may become barred or unenforceable against Borrower for any reason whatsoever; and whether the Indebtedness arises from transactions which may be voidable on account of infancy, insanity, ultra vires, or otherwise. DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender, or any notice to Guarantor or to Borrower, and will continue in full force until all Indebtedness incurred or contracted before receipt by Lender of any notice of revocation shall have been fully and finally paid and satisfied and all of Guarantor's other obligations under this Guaranty shall have been performed in full. If Guarantor elects to revoke this Guaranty, Guarantor may only do so in writing. Guarantor's written notice of revocation must be mailed to Lender, by certified mail, at Lender's address listed above or such other place as Lender may designate in writing. Written revocation of this Guaranty will apply only to advances or new Indebtedness created after actual receipt by Lender of Guarantor's written revocation. For this purpose and without limitation, the term "new Indebtedness" does not include Indebtedness which at the time of notice of revocation is contingent, unliquidated, undetermined or not due and which later becomes absolute, liquidated, determined or due. This Guaranty will continue to bind Guarantor for all Indebtedness incurred by Borrower or committed by Lender prior to receipt of Guarantor's written notice of revocation, including any extensions, renewals, substitutions or modifications of the Indebtedness. All renewals, extensions, substitutions, and modifications of the Indebtedness granted after Guarantor's revocation, are contemplated under this Guaranty and, specifically will not be considered to be new Indebtedness. This Guaranty shall bind Guarantor's estate as to Indebtedness created both before and after Guarantor's death or incapacity, regardless of Lender's actual notice of Guarantor's death. Subject to the foregoing, Guarantor's executor or administrator or other legal representative may terminate this Guaranty in the same manner in which Guarantor might have terminated it and with the same effect. Release of any other guarantor or termination of any other guaranty of the Indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation Lender receives from any one or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. It is anticipated that fluctuations may occur in the aggregate amount of Indebtedness covered by this Guaranty, and Guarantor specifically acknowledges and agrees that reductions in the amount of Indebtedness, even to zero dollars ($0.00)• prior to Guarantor's written revocation of this Guaranty shall not constitute a termination of this Guaranty. This Guaranty is binding upon Guarantor and Guarantor's heirs, successors and assigns so long as any of the guaranteed Indebtedness remains unpaid and even though the Indebtedness guaranteed may from time to time be zero dollars ($0.00). GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, either before or after any revocation hereof, without notice or demand and without lessening Guarantor's liability under this Guaranty, from time to time: (A) prior to revocation as set forth above, to make one or more additional secured or unsecured loans to Borrower, to lease equipment or other goods to Borrower, or otherwise to extend additional credit to Borrower; (B) to alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of the Indebtedness or any part of the Indebtedness, including increases and decreases of the rate of interest on the Indebtedness; extensions may be repeated and may be for longer than the original loan term; (C) to take and hold security for the payment of this Guaranty or the Indebtedness, and exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any such security, with or without the substitution of new collateral; (D) to release, substitute, agree not to sue, or deal with any one or more of Borrower's sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; (E) to determine how, when and what application of payments and credits shall be made on the Indebtedness (F) to apply such security and direct the order or manner of sale thereof, including without limitation, any nonjudicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; (G) to sell, transfer, assign or grant participations in all or any part of the Indebtedness; and (H) to assign or transfer this Guaranty in whole or in part. GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that (A) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (B) this Guaranty is executed at Borrower's request and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (F) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor's financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor's financial condition since the date of the most recent financial Statampnts nrnvifipd to I Pnrlar and nn avant h- nrr„rr-1 which mn%, mntari?lly ?vurcnl.• efie t r ..?.? s f :........:... ....-A-:- ,u, COMMERCIAL GUARANTY Loan No: 3178888 (Continued) Page 2 no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (1) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower. GUARANTOR'S FINANCIAL STATEMENTS. Guarantor agrees to furnish Lender with the following: Annual Statements. As soon as available, but in no event later than one-hundred-twenty (120) days after the end of each fiscal year,. Guarantor's balance sheet and income statement for the year ended, prepared by Guarantor. Tax Returns. As soon as available, but in no eve t later than one-hundred-twenty (120) days after the applicable filing date for the tax reporting period ended, Federal and other governmental tax returns, prepared by Guarantor. All financial reports required to be provided under this Guaranty shall be prepared in accordance with GAAP, applied on a consistent basis, and certified by Guarantor as being true and correct. GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (A) to continue lending money or to extend other credit to Borrower; (B) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (C) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (D) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (E) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (F) to pursue any other remedy within Lender's power; or (G) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. Guarantor also waives any and all rights or defenses arising by reason of (A) any "one action" or "anti-deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (B) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (C) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (D) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (E) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced, there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (F) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both. GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees that each of the waivers set forth above is made with Guarantor's full knowledge of its significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to public policy or law. If any such waiver is determined to be contrary to any applicable law or public policy, such.waiver shall be effective only to the extent permitted by law or public policy. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Guarantor's accounts with Lender (whether checking, savings, or some other account). This includes all accounts Guarantor holds jointly with someone else and all accounts Guarantor may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Guarantor authorizes Lender, to the extent permitted by applicable law, to hold these funds if there is a default, and Lender may apply the funds in these accounts to pay what Guarantor owes under the terms of this Guaranty. SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the Indebtedness of Borrower to Lender, whether now existing or hereafter created, shall be superior to any claim that Guarantor may now have or hereafter acquire against Borrower, whether or not Borrower becomes insolvent. Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower, upon any account whatsoever, to any claim that Lender may now or hereafter have against Borrower. In the event of insolvency and consequent liquidation of the assets of Borrower, through bankruptcy, by an assignment for the benefit of creditors, by voluntary liquidation, or otherwise, the assets of Borrower applicable to the payment of the claims of both Lender and Guarantor shall be paid to Lender and shall be first applied by Lender to the Indebtedness of Borrower to Lender. Guarantor does hereby assign to Lender all claims which it may have or acquire against Borrower or against any assignee or trustee in bankruptcy of Borrower; provided however, that such assignment shall be effective only for the purpose of assuring to Lender full payment in legal tender of the Indebtedness. If Lender so requests, any notes or credit agreements now or hereafter evidencing any debts or obligations of Borrower to Guarantor shall be marked with a legend that the same are subject to this Guaranty and shall be delivered to Lender. Guarantor agrees, and Lender is hereby authorized, in the name of Guarantor, from time to time to file financing statements and continuation statements and to execute documents and to take such other actions as Lender deems necessary or appropriate to perfect, preserve and enforce its rights under this Guaranty. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Guaranty: Amendments. This Guaranty, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Guaranty. No alteration of or amendment to this Guaranty shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Attorneys' Fees; Expenses. Guarantor agrees to pay upon demand all of Lender's costs and expenses, including Lender's attorneys' fees and Lender's legal expenses, incurred in connection with the enforcement of this Guaranty. Lender may hire or pay someone else to help enforce this Guaranty, and Guarantor shall pay the costs and expenses of such enforcement. Costs and expenses include Lender's attorneys' fees and legal expenses whether or not there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services. Guarantor also shall pay all cc '`.costs and such additional fees as may be direbte i the court. Caption Headings. Caption headings it. s Guaranty are for convenience purposes only a. are not to be used to interpret or define the DISCLO, AE FOR CONFESSION OF J, . )GMENT References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Anv item above containing " * * * " has been omitted due to text length limitations. Borrower: Progress Avenue Limited Partnership (TIN 25-1780583) 101 U. S. Route 15 South Dillsburg, PA 17019 Lender: COMMERCE BANK/HARRISBURG N.A. COMMERCIAL BUSINESS DEPARTMENT 100 SENATE AVENUE CAMP HILL, PA 17011 (717) 975-5630 Affiant: Dusan Bratic (SSN: 1521 High Meadow Lane Mechanicsburg, PA 17055 DISCLOSURE FOR CONFESSION OF JUDGMENT U /, A GUARANTY FOR AN UNLIMITED AMOUNT. 1 AM EXECUTING, THIS DAY OF L4 '20 A. I UNDERSTAND THAT THE GUARANTY CON INS A (ONFESSION OF JUDGMENT PROVISION THAT WOULD PERMIT LENDER TO ENTER JUDGMENT AGAINST ME IN COURT, AFTER A DEFAULT ON THE GUARANTY, WITHOUT ADVANCE NOTICE TO ME AND WITHOUT OFFERING ME AN OPPORTUNITY TO DEFEND AGAINST THE ENTRY OF JUDGMENT. IN EXECUTING THE GUARANTY, BEING FULLY AWARE OF MY RIGHTS TO ADVANCE NOTICE AND TO A HEARING TO CONTEST THE VALIDITY OF ANY JUDGMENT OR OTHER CLAIMS THAT LENDER MAY ASSERT AGAINST ME UNDER THE GUARANTY I AM KNOWINGLY, INTELLIGENTLY, AND VOLUNTARILY WAIVING THESE RIGHTS, INCLUDING ANY RIGHT TO ADVANCE NOTICE OF THE ENTRY OF JUDGMENT, AND I EXPRESSLY AGREE AND CONSENT TO LENDER'S ENTER'N JUDGMENT AGAINST ME BY CONFESSION AS PROVIDED FOR IN THE CONFESSION OF JUDGMENT PROVISION. INITIALS: B. I FURTHER UNDERSTAND THAT IN ADDITION TO GIVING LENDER THE RIGHT TO ENTER JUDGMENT AGAINST ME WITHOUT ADVANCE NOTICE OR A HEARING, THE CONFESSION OF JUDGMENT PROVISION IN THE GUARANTY ALSO CONTAINS LANGUAGE THAT WOULD PERMIT LENDER, AFTER ENTRY OF JUDGMENT, AGAIN WITHOUT EITHER ADVANCE NOTICE OR A HEARING, TO EXECUTE ON THE JUDGMENT BY FORECLOSING UPON, ATTACHING, LEVYING ON, TAKING POSSESSION OF OR OTHERWISE SEIZING MY PROPERTY, IN FULL OR PARTIAL PAYMENT OF THE JUDGMENT. IN EXECUTING THE GUARANTY, BEING FULLY AWARE OF MY RIGHTS TO ADVANCE NOTICE AND A HEARING AFTER JUDGMENT IS ENTERED AND BEFORE EXECUTION ON THE JUDGMENT, I AM KNOWINGLY, INTELLIGENTLY AND VOLUNTARILY WAIVING THESE RIGHTS, AND I EXPRESSLY AGREE AND CONSENT TO LENDER'S IMMEDIATELY EXECUTING ON THE JUDGMENT,. IN AN;( MANNER PERMITTED BY APPLICABLE STATE AND FEDERAL LAW, WITHOUT GIVING ME ANY ADVANCE NOTICE. INITIALS: C. AFTER HAVING READ AND DETERMINED WHICH OF THE FOLLOWING STATEMENTS ARE APPLICABLE, AND BY PLACING MY INITIALS NEXT TO EACH STATEMENT WHICH APPLIES, I REPRESENT THAT: INITIALS 1. 1 WAS REPRESENTED BY MY OWN INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THE GUARANTY. -/92 2. A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THE CONFESSION OF JUDGMENT PROVISION IN THE GUARANTY TO MY ATTENTION. D. I CERTIFY THAT MY ANNUAL INCOME EXCEEDS $10,000; THAT THE BLANKS IN THIS DISCLOSURE WERE FILLED IN WHEN I INITIALED AND SIGNED IT; AND THAT I RECEIVED A COPY AT THE TIME OF SIGNING. THIS DISCLOS E IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS DISCLOSURE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A fltALED INSTRUMENT ACCORDING TO LAW. AFFIANT: LASER PRO Landing, VW. 9.21.10.002 Cop, M,Imd Fi-W SoluNOnA Ina. 199], 2001. AS RighW Raaannd. - PA M:IWINAPPML11WIMCRILPL%000.FC TR-12291 PHAS DISCLO, .-kRE FOR CONFESSION OF Jl....)GMENT References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Anv item above containing " * * * " has been omitted due to text length limitations. Borrower: Progress Avenue Limited Partnership (TIN 25-1780583) 101 U. S. Route 15 South Dillsburg, PA 17019 Lender: COMMERCE BANK/HARRISBURG N.A. COMMERCIAL BUSINESS DEPARTMENT 100 SENATE AVENUE CAMP HILL, PA 17011 (717) 975-5630 Affiant: Kathleen M. Bratic (SSN: 1521 High Meadow Lane Mechanicsburg, PA 17055 DISCLOSURE FOR CONFESSION OF JUDGMENT I AM EXECUTING, THIS leo?` DAY OF 20o 1, A GUARANTY FOR AN UNLIMITED AMOUNT. A. I UNDERSTAND THAT THE GUARANTY CONTAINS A CONFESSION OF JUDGMENT PROVISION THAT WOULD PERMIT LENDER TO ENTER JUDGMENT AGAINST ME IN COURT, AFTER A DEFAULT ON THE GUARANTY, WITHOUT ADVANCE NOTICE TO ME AND WITHOUT OFFERING ME AN OPPORTUNITY TO DEFEND AGAINST THE ENTRY OF JUDGMENT. IN EXECUTING THE GUARANTY, BEING FULLY AWARE OF MY RIGHTS TO ADVANCE NOTICE AND TO A HEARING TO CONTEST THE VALIDITY OF ANY JUDGMENT OR OTHER CLAIMS THAT LENDER MAY ASSERT AGAINST ME UNDER THE GUARANTY 1 AM KNOWINGLY, INTELLIGENTLY, AND VOLUNTARILY WAIVING THESE RIGHTS, INCLUDING ANY RIGHT TO ADVANCE NOTICE OF THE ENTRY OF JUDGMENT, AND I EXPRESSLY AGREE AND CONSENT TO LENDER'S ENTERING JUDGMENT AGAINST ME BY CONFESSION AS PROVIDED FOR IN THE CONFESSION OF JUDGMENT PROVISION. ................................... INITIALS: NNUM B. I FURTHER UNDERSTAND THAT IN ADDITION TO GIVING LENDER THE RIGHT TO ENTER JUDGMENT AGAINST ME WITHOUT ADVANCE NOTICE OR A HEARING, THE CONFESSION OF JUDGMENT PROVISION IN THE GUARANTY ALSO CONTAINS LANGUAGE THAT WOULD PERMIT LENDER, AFTER ENTRY OF JUDGMENT, AGAIN WITHOUT EITHER ADVANCE NOTICE OR A HEARING, TO EXECUTE ON THE JUDGMENT BY FORECLOSING UPON, ATTACHING, LEVYING ON, TAKING POSSESSION OF OR OTHERWISE SEIZING MY PROPERTY, IN FULL OR PARTIAL PAYMENT OF THE JUDGMENT. IN EXECUTING THE GUARANTY, BEING FULLY AWARE OF MY RIGHTS TO ADVANCE NOTICE AND A HEARING AFTER JUDGMENT IS ENTERED AND BEFORE EXECUTION ON THE JUDGMENT, 1 AM KNOWINGLY, INTELLIGENTLY AND VOLUNTARILY WAIVING THESE RIGHTS, AND I EXPRESSLY AGREE AND CONSENT TO LENDER'S IMMEDIATELY EXECUTING ON THE JUDGMENT, IN ANY MANNER PERMITTED BY APPLICABLE STATE AND FEDERAL LAW, WITHOUT GIVING ME ANY ADVANCE NOTICE. INITIALS: McCaw C. AFTER HAVING READ AND DETERMINED WHICH OF THE FOLLOWING STATEMENTS ARE APPLICABLE, AND BY PLACING MY INITIALS NEXT TO EACH STATEMENT WHICH APPLIES, I REPRESENT THAT: INITIALS 1. 1 WAS REPRESENTED BY MY OWN INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THE GUARANTY. 2. A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THE CONFESSION OF JUDGMENT PROVISION IN THE GUARANTY TO MY ATTENTION. D. I CERTIFY THAT MY ANNUAL INCOME EXCEEDS $10,000; THAT THE BLANKS IN THIS DISCLOSURE WERE FILLED IN WHEN I INITIALED AND SIGNED IT; AND THAT I RECEIVED A COPY AT THE TIME OF SIGNING. THIS DISCLOSURE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS DISCLOSURE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. AFFIANT: X:».:aN Seal `: ( ) athleen M. Bratic LASER PRO Landing, V.. 3.24.10.002 CW1. Nvbnd Fhan W SM,dona, Inc. 1997, 2004. AN Ri9hb Rwmvad. - PA N:%WINAPPSILPWIN%CFRLPL7030.FC TR-12291 PR-18 %L C, METTEO EVANS & WOODSIDE A PROFESSIONAL CORPORATION ATTORNEYS AT I.AW 3401 NORTH FRONT STREET HOWELL C. METTE MARY ALICE BUSBY P.O. BOX 3930 MARK D. HI PP ROBERT MOORE KATHRYN L SIMPSON HARRISBURG, PA 17110-0950 RONALD L FINCK CHARLES B. ZWALLY THOMAS F. SMIDA RANDALL G. HURST* PETER J. RESSLER PAULA J. LEICHT IRS NO. MELISSA L VAN ECK JAMES A. ULSH TIMOTHY A. HOY 23-1985005 HEATHER Z. KELLY JEFFREY A. ERNICO HENRY W. VAN ECK AARON T. DOMOTO TELEPHONE FACSIMILE (717) 232-3000 (717) 236-1916 TOLL PH=: 1-800-962-5097 HTTP;//WW W.METTE. COM 'June 17, 2011 Kathleen M Bratic 5609 Pinehurst Way Mechanicsburg, PA 17050 JAMES W. EVANS 1926-2008 • MARYLAND BAR VIA REGULAR AND CERTIFIED MAIL, RETURN RECEIPT REQUESTED Matter 00633-1416 Re: Loan No. 3178888 made by Metro Bank f/k/a Commerce Bank, Harrisburg/N.A. ("Bank") to Progress Avenue Limited Partnership ("Borrower") and guarantied by Dusan Bratic and Kathleen M. Bratic. ("Guarantor"). Dear Guarantor, Reference is made to Borrower's Promissory Note dated July 16, 2004 in the original principal amount of $325,000.00 ("Note"). The Note is in default for, among other things, failing to make payments when due. ("Note Default"). This letter constitutes formal notice to Guarantor of the occurrence of the Note Default. As a result of the Note Default, Bank has elected to exercise its option to declare the entire unpaid principal balance of the Note and all accrued and unpaid interest to be due and payable. As of June 10, 2011, there is unpaid, due and owing to the Bank under the Note, the aggregate amount of $377,223.30 ("Balance Due"), itemized as follows: Principal: $324,999.90 Accrued Interest through 6/10/2011: $2,855.04 Late Charges through 6/10/2011: $49,368.36 Other Fees/Charges TOTAL $377,223.30 Demand is hereby made for payment in full within ten (10) days of the date of this correspondence of the Balance Due, plus interest which accrues and fees and costs which Bank incurs after June 10, 2011, together with any and all other amounts which may become due under the Note. The Balance Due may increase or decrease as a result of the receipt of payments and the proceeds of collateral securing the Note and the accrual of interest, late charges, costs of collection and other fees, costs and expenses. Therefore, immediately prior to remitting payment, please contact the undersigned at (717) 232-5000 to obtain final payoff amounts and remittance instructions. You are also notified that as a result of the Note Default, the Bank has elected to have the Note accrue interest at the Default Rate (as defined in the Note) as of June 10, 2011. Nothing contained in this letter constitutes a waiver or release of any of the terms or provisions of the Note, or of any and all other instruments or agreements between or among Bank, Borrower and/or Guarantor ("Loan Documents"). Bank reserves all rights and remedies available to it under the Loan Documents and applicable law, all of which are expressly hereby reserved. No discussions between or among Bank, Borrower, and/or Guarantor concerning this notification, other loan relationships between or among Bank, Borrower, and/or Guarantor any other matter shall imply an agreement on the part of the Bank to waive any of its rights and remedies or to forbear from taking any action authorized by the Loan Documents or applicable law, whether or not such discussions may be continuing. Any communications with any representative of Bank, whether oral or written, will be mere discussions only and will not in any way commit or be binding upon Bank unless reduced to a writing signed by an authorized officer of Bank. Such communications will not represent any course of dealing, and in no manner shall you be entitled to rely in any way on any such discussions unless such communications are reduced to a writing signed by an authorized officer of Bank. The acceptance of any partial payment of any of the obligations of Borrower or Guarantor to Bank shall not be deemed a waiver or limitation of any of the Bank's rights reserved herein as to the full amount of any unpaid balance. Any delay or forbearance by Bank in the enforcement or pursuit of any of its rights and remedies under the Loan Documents or applicable law shall not constitute a waiver thereof, nor shall it be a bar to the exercise of Bank's rights or remedies at a later date. Should you have any questions, please do not hesitate to contact me. Sincerely, Heather kel1 Y 539717v1 METTE? EVANS & WOODSIDE A PROFESSIONAL CORPORATION ATTORNEYS AT LAW 3401 NORTH FRONT STREET HOWELL C. METTE MARY ALICE BUSBY P.O. BOX 5950 MARK D. HIPP ROBERT MOORE KATHRYN L. SIMPSON HARRISBURG, PA 17110-0950 RONALD L. FINCK CHARLES B. ZWALLY THOMAS F. SMIDA RANDALL G. HURST* PETER J. RESSLER PAULA J. LEICHT IRS NO. MELISSA L. VAN ECK JAMES A. ULSH TIMOTHY A. HOY 23-1985005 HEATHER Z. KELLY JEFFREY A. ERNICO HENRY W. VAN ECK AARON T. DOMOTO TELEPHONE FACSIMILE (717) 232.5000 (717) 238-1818 TOLL FREE: 1.800-982-5097 HTTP://W WW.METTE.COM June 17, 2011 JAMES W. EVANS 1926-2008 * MARYLAND BAR Dusan Bratic VIA REGULAR AND CERTIFIED MAIL, 5609 Pinehurst Way RETURN RECEIPT REQUESTED Mechanicsburg, PA 17050 Matter 00633-1416 Re: Loan No. 3178888 made by Metro Bank f/k/a Commerce Bank, Harrisburg/N.A. ("Bank") to Progress Avenue Limited Partnership ("Borrower") and guarantied by Dusan Bratic and Kathleen M. Bratic. ("Guarantor"). Dear Guarantor, Reference is made to Borrower's Promissory Note dated July 16, 2004 in the original principal amount of $325,000.00 ("Note"). The Note is in default for, among other things, failing to make payments when due. ("Note Default"). This letter constitutes formal notice to Guarantor of the occurrence of the Note Default. As a result of the Note Default, Bank has elected to exercise its option to declare the entire unpaid principal balance of the Note and all accrued and unpaid interest to be due and payable. As of June 10, 2011, there is unpaid, due and owing to the Bank under the Note, the aggregate amount of $377,223.30 ("Balance Due"), itemized as follows: Principal: $324,999.90 Accrued Interest through 6/10/2011: $2,855.04 Late Charges through 6/10/2011: $49,368.36 Other Fees/Char es TOTAL $377,223.30 Demand is hereby made for payment in full within ten (10) days of the date of this correspondence of the Balance Due, plus interest which accrues and fees and costs which Bank incurs after June 10, 2011, together with any and all other amounts which may become due under the Note. The Balance Due may increase or decrease as a result of the receipt of payments and the proceeds of collateral f} securing the Note and the accrual of interest, late charges, costs of collection and other fees, costs and expenses. Therefore, immediately prior to remitting payment, please contact the undersigned at (717) 232-5000 to obtain final payoff amounts and remittance instructions. You are also notified that as a result of the Note Default, the Bank has elected to have the Note accrue interest at the Default Rate (as defined in the Note) as of June 10, 2011. Nothing contained in this letter constitutes a waiver or release of any of the terms or provisions of the Note, or of any and all other instruments or agreements between or among Bank, Borrower and/or Guarantor ("Loan Documents"). Bank reserves all rights and remedies available to it under the Loan Documents and applicable law, all of which are expressly hereby reserved. No discussions between or among Bank, Borrower, and/or Guarantor concerning this notification, other loan relationships between or among Bank, Borrower, and/or Guarantor any other matter shall imply an agreement on the part of the Bank to waive any of its rights and remedies or to forbear from taking any action authorized by the Loan Documents or applicable law, whether or not such discussions may be continuing. Any communications with any representative of Bank, whether oral or written, will be mere discussions only and will not in any way commit or be binding upon Bank unless reduced to a writing signed by an authorized officer of Bank. Such communications will not represent any course of dealing, and in no manner shall you be entitled to rely in any way on any such discussions unless such communications are reduced to a writing signed by an authorized officer of Bank. The acceptance of any partial payment of any of the obligations of Borrower or Guarantor to Bank shall not be deemed a waiver or limitation of any of the Bank's rights reserved herein as to the full amount of any unpaid balance. Any delay or forbearance by Bank in the enforcement or pursuit of any of its rights and remedies under the Loan Documents or applicable law shall not constitute a waiver thereof, nor shall it be a bar to the exercise of Bank's rights or remedies at a later date. Should you have any questions, please do not hesitate to contact me. Sincerely, - "I 4?v Heather Z. Kelly 534717v1 OF THE PROTHONoTA RY 2011 JUN 30 PM 2: ? o Ct1PENNSYLVAN COUNTY 1A METTE, EVANS & WOODSIDE Heather Z. Kelly, Esquire Attorney I.D. No. 86291 3401 North Front Street P.O. Box 5950 Harrisburg, PA 17110-0950 (717) 232-5000 (717) 236-1816 (fax) hzkelly&mette.com Attorneys for Plaintiff METRO BANK, f/k/a Commerce Bank/Harrisburg, N.A. Plaintiff V. DUSAN BRATIC and KATHLEEN M. BRATIC Defendants IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA DOCKET NO. ) -, S3 (? Cs ?<<M' Certificate of Address I hereby certify that the Defendants maintain residential addresses at: Dusan Bratic Kathleen M. Bratic 5609 Pinehurst Way 5609 Pinehurst Way Mechanicsburg, PA 17050 Mechanicsburg, PA 17050 Respectfully submitted, Heather Z. Kell H 'squire I.D. No. 86291 Mette, Evans & Woodside 3401 North Front Street P.O. Box 5950 Harrisburg, PA 17110-0950 Telephone: (717) 232-5000 Date: June Z, 2011 Attorneys for Plaintiff FILED-OFFICE OF THE% PROTHONOTARY 2011 JUN 30 PM 2: 10 CUMBERLAND COUNTY PENNSYLVANIA METTE, EVANS & WOODSIDE Heather Z. Kelly, Esquire Attorney I.D. No. 86291 3401 North Front Street P.O. Box 5950 Harrisburg, PA 17110-0950 (717) 232-5000 (717) 236-1816 (fax) hzkellygmette.com Attorneys for Plaintiff METRO BANK, f/k/a Commerce Bank/Harrisburg, N.A. Plaintiff IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA V. DUSAN BRATIC and KATHLEEN M BRATIC Defendants DOCKET NO. AFFIDAVIT OF NON-MILITARY SERVICE I am the attorney for Metro Bank, f/k/a Commerce Bank/Harrisburg, N.A., and according to the best of my information and belief, the Defendants are adult individuals and are not in the United States Military Service. Dusan Bratic Kathleen M. Bratic 5609 Pinehurst Way 5609 Pinehurst Way Mechanicsburg, PA 17050 Mechanicsburg, PA 17050 Respectfully submitted, Q? AA4?! /? ;!?Z? Heather Z. Kelly, squire I.D. No. 86291 Mette, Evans & Woodside 3401 North Front Street P.O. Box 5950 Harrisburg, PA 17110-0950 Telephone: (717) 232-5000 Attorneys for Plaintiff Date: June ;7,1 , 2011 a FILED-OFFICE OF THE PROTHONOTARY 2011 JUN 30 PM 2: 10 UU PENNSYLVANIA TY METTE, EVANS & WOODSIDE Heather Z. Kelly, Esquire Attorney I.D. No. 86291 3401 North Front Street P.O. Box 5950 Harrisburg, PA 17110-0950 (717) 232-5000 (717) 236-1816 (fax) hzkelly@mette.com Attorneys for Plaintiff METRO BANK, f/k/a Commerce IN THE COURT OF COMMON PLEAS OF Bank/Harrisburg, N.A. CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff V. DOCKET NO. 1 S 3 (o ?v e• DUSAN BRATIC and KATHLEEN M. BRATIC Defendants Notice Under Pa R.C.P. 2958.1 Of Judgment And Execution Thereon Notice of Defendant's Rights TO: Dusan Bratic 5609 Pinehurst Way Mechanicsburg, PA 17050 A judgment in the amount of $427,073.54 has been entered against you in favor of the plaintiff without any prior notice or hearing, based on a confession of judgment contained in a written agreement or other paper allegedly signed by you. The sheriff may take your money or other property to pay the judgment at any time after thirty (30) days after the date on which this notice is served on you. .- You may have legal rights to defeat the judgment or to prevent your money or property from being taken. YOU MUST FILE A PETITION SEEKING RELIEF FROM THE JUDGMENT AND PRESENT IT TO A JUDGE WITHIN THIRTY (30) DAYS AFTER THE DATE ON WHICH THIS NOTICE IS SERVED ON YOU OR YOU MAY LOSE YOUR RIGHTS. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW. THIS OFFICE CAN PROVIDE YOU WITH INFORMATION ABOUT HIRING A LAWYER. IF YOU CANNOT AFFORD TO HIRE A LAWYER, THIS OFFICE MAY BE ABLE TO PROVIDE YOU WITH INFORMATION ABOUT AGENCIES THAT MAY OFFER LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE. Cumberland County Lawyer Referral Service Cumberland County Bar Association 32 S. Bedford Street Carlisle, PA 17013 (717) 249-3166 1-800-990-9108 Respectfully submitted, 0 ? a? --? / ??" /" ?/' Heather Z. Kelly, squire I.D. No. 86291 Mette, Evans & Woodside 3401 North Front Street P.O. Box 5950 Harrisburg, PA 17110-0950 Telephone: (717) 232-5000 Attorneys for Plaintiff Date: JuneN2011 OF TE PROTHONOTARY 2011 JUN 30 PM 2: 10 CUMBERLAND COUNTY PENNSYLVANIA METTE, EVANS & WOODSIDE Heather Z. Kelly, Esquire Attorney I.D. No. 86291 3401 North Front Street P.O. Box 5950 Harrisburg, PA 17110-0950 (717) 232-5000 (717) 236-1816 (fax) hzkelly(&mette.com Attorneys for Plaintiff METRO BANK, f/k/a Commerce Bank/Harrisburg, N.A. Plaintiff IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA V. : DOCKET NO. { 5' 3 6 DUSAN BRATIC and KATHLEEN M. BRATIC : Defendants Notice Under Pa R.C.P. 2958.1 Of Judgment And Execution Thereon Notice of Defendant's Rights TO: Kathleen M. Bratic 5609 Pinehurst Way Mechanicsburg, PA 17050 A judgment in the amount of $427,073.54 has been entered against you in favor of the plaintiff without any prior notice or hearing, based on a confession of judgment contained in a written agreement or other paper allegedly signed by you. The sheriff may take your money or other property to pay the judgment at any time after thirty (30) days after the date on which this notice is served on you. You may have legal rights to defeat the judgment or to prevent your money or property from being taken. YOU MUST FILE A PETITION SEEKING RELIEF FROM THE JUDGMENT AND PRESENT IT TO A JUDGE WITHIN THIRTY (30) DAYS AFTER THE DATE ON WHICH THIS NOTICE IS SERVED ON YOU OR YOU MAY LOSE YOUR RIGHTS. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW. THIS OFFICE CAN PROVIDE YOU WITH INFORMATION ABOUT HIRING A LAWYER. IF YOU CANNOT AFFORD TO HIRE A LAWYER, THIS OFFICE MAY BE ABLE TO PROVIDE YOU WITH INFORMATION ABOUT AGENCIES THAT MAY OFFER LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE. Cumberland County Lawyer Referral Service Cumberland County Bar Association 32 S. Bedford Street Carlisle, PA 17013 (717) 249-3166 1-800-990-9108 Respectfully submitted, (2 ? A, Ay, -? 1) t -, v-/- L) ? Heather Z. Kell , Esquire I.D. No. 86291 Mette, Evans & Woodside 3401 North Front Street P.O. Box 5950 Harrisburg, PA 17110-0950 Telephone: (717) 232-5000 Attorneys for Plaintiff Date: June 79, 2011 FILED-OFFICE OF THE PROTHONOTARY 2011 JUN 30 PM 2: 10 CUMBERLAND COUNTY PENNSYLVANIA METTE, EVANS & WOODSIDE Heather Z. Kelly, Esquire Attorney I.D. No. 86291 3401 North Front Street P.O. Box 5950 Harrisburg, PA 17110-0950 (717) 232-5000 (717) 236-1816 (fax) hzkellygmette.com Attorneys for Plaintiff METRO BANK, f/k/a Commerce Bank/Harrisburg, N.A. Plaintiff IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA V. DUSAN BRATIC and KATHLEEN M BRATIC Defendants DOCKET NO. l - S3 ?o c?/`,I NOTICE UNDER 42 Pa. C.S.A. 2737.1 OF RIGHT TO RECOVER ATTORNEY FEES AND COSTS AND PROCEDURE TO FOLLOW TO STRIKE OFF OR OPEN A CONFESSED JUDGMENT TO: Dusan Bratic 5609 Pinehurst Way Mechanicsburg, PA 17050 Pursuant to 42 Pa.C.S.A. 273 you are hereby notified that a debtor who has been incorrectly identified and had a confession of judgment entered against him shall be entitled to costs and reasonable attorney fees as determined by the court. Pursuant to 42 Pa.C.S.A. § 273 you are hereby notified of the instructions regarding the procedure to follow to strike off or open a confessed judgment under Pennsylvania Rule of Civil Procedure 2959, which is reproduced in full, on the following page. Respectfully submitted, QV4 Heather Z. Kelly, Esquire I.D. No. 86291 Mette, Evans & Woodside 3401 North Front Street P.O. Box 5950 Harrisburg, PA 17110-0950 Telephone: (717) 232-5000 Attorneys for Plaintiff Date: June2? , 2011 PENNSYLVANIA RULE OF CIVIL PROCEDURE 2959 STRIKING OFF OR OPENING JUDGMENT; PLEADINGS AND PROCEDURE (a)(1) Relief from a judgment by confession shall be sought by petition. Except as provided in subparagraph (2), all grounds for relief whether to strike off the judgment or to open it must be asserted in a single petition. The petition may be filed in the county in which the judgment was originally entered, in any county to which the judgment has been transferred or in any other county in which the sheriff has received a writ of execution directed to the sheriff to enforce the judgment (2) The ground that the waiver of the due process rights of notice and hearing was not voluntary, intelligent and knowing shall be raised only (i) in support of a further request for a stay of execution where the court has not stayed execution despite the timely filing of a petition for relief from the judgment and the presentation of prima facie evidence of a defense; and (ii) as provided by Rule 2958.3 or Rule 2973.3. (3) If written notice is served upon the petitioner pursuant to Rule 2956.1(c)(2) or Rule 2973.1(c), the petition shall be filed within thirty days after such service. Unless the defendant can demonstrate that there were compelling reasons for the delay, a petition not timely filed shall be denied. (b) If the petition states prima facie grounds for relief the court shall issue a rule to show cause and may grant a stay of proceedings. After being served with a copy of the petition the plaintiff shall file an answer on before the return day of the rule. The return day of the rule shall be fixed by the court by local rule or special order. (c) A party waives all defenses and objections which are not included in the petition or answer. (d) The petition and the rule to show cause and the answer shall be served as provided in Rule 440. (e) The court shall dispose of the rule on petition and answer, and on any testimony, depositions, admissions and other evidence. The court for cause shown may stay proceedings on the petition insofar as it seeks to open the judgment pending disposition of the application to strike off the judgment. If evidence is produced which in a jury trial would require the issues to be submitted to the jury, the court shall open the judgment. (f) The lien of the judgment or of any levy or attachment shall be preserved while the proceedings to strike off or open the judgment are pending. (g) (1) A judgment shall not be stricken or opened because of a creditor's failure to provide a debtor with instructions imposed by an existing statute, if any, regarding procedures to follow to strike a judgment or regarding any rights available to an incorrectly identified debtor. (2) Subdivision (g)(1) shall apply to (1) judgment entered prior to the effective date of a subdivision (g) which have not been stricken or opened as of the effective date and (2) judgment entered on or after the effective date. FILED-OFFICE OF THE PROTHONOTARY 1011 JUN 30 PM 2: 10 CUMBERLAND COUNTY PENNSYLVANIA METTE, EVANS & WOODSIDE Heather Z. Kelly, Esquire Attorney I.D. No. 86291 3401 North Front Street P.O. Box 5950 Harrisburg, PA 17110-0950 (717) 232-5000 (717) 236-1816 (fax) hzkellygmette.com Attorneys for Plaintiff METRO BANK, f/k/a Commerce Bank/Harrisburg, N.A. Plaintiff IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA V. DUSAN BRATIC and KATHLEEN M BRATIC Defendants DOCKET NO. 1 /, S 3? c--\4 I ?C`A' NOTICE UNDER 42 Pa. C.S.A. 2737.1 OF RIGHT TO RECOVER ATTORNEY FEES AND COSTS AND PROCEDURE TO FOLLOW TO STRIKE OFF OR OPEN A CONFESSED JUDGMENT TO: Kathleen M. Bratic 5609 Pinehurst Way Mechanicsburg, PA 17050 Pursuant to 42 Pa.C.S.A. 2737. 1, you are hereby notified that a debtor who has been incorrectly identified and had a confession of judgment entered against him shall be entitled to costs and reasonable attorney fees as determined by the court. Pursuant to 42 Pa.C.S.A. § 273 you are hereby notified of the instructions regarding the procedure to follow to strike off or open a confessed judgment under Pennsylvania Rule of Civil Procedure 2959, which is reproduced in full, on the following page. Respectfully submitted, Heather Z. Kelly, I&-quire I.D. No. 86291 Mette, Evans & Woodside 3401 North Front Street P.O. Box 5950 Harrisburg, PA 17110-0950 Telephone: (717) 232-5000 Attorneys for Plaintiff Date: June ??? 2011 PENNSYLVANIA RULE OF CIVIL PROCEDURE 2959 STRIKING OFF OR OPENING JUDGMENT; PLEADINGS AND PROCEDURE (a)(1) Relief from a judgment by confession shall be sought by petition. Except as provided in subparagraph (2), all grounds for relief whether to strike off the judgment or to open it must be asserted in a single petition. The petition may be filed in the county in which the judgment was originally entered, in any county to which the judgment has been transferred or in any other county in which the sheriff has received a writ of execution directed to the sheriff to enforce the judgment (2) The ground that the waiver of the due process rights of notice and hearing was not voluntary, intelligent and knowing shall be raised only (i) in support of a further request for a stay of execution where the court has not stayed execution despite the timely filing of a petition for relief from the judgment and the presentation of prima facie evidence of a defense; and (ii) as provided by Rule 2958.3 or Rule 2973.3. (3) If written notice is served upon the petitioner pursuant to Rule 2956.1(c)(2) or Rule 2973.1(c), the petition shall be filed within thirty days after such service. Unless the defendant can demonstrate that there were compelling reasons for the delay, a petition not timely filed shall be denied. (b) If the petition states prima facie grounds for relief the court shall issue a rule to show cause and may grant a stay of proceedings. After being served with a copy of the petition the plaintiff shall file an answer on before the return day of the rule. The return day of the rule shall be fixed by the court by local rule or special order. (c) A party waives all defenses and objections which are not included in the petition or answer. (d) The petition and the rule to show cause and the answer shall be served as provided in Rule 440. (e) The court shall dispose of the rule on petition and answer, and on any testimony, depositions, admissions and other evidence. The court for cause shown may stay proceedings on the petition insofar as it seeks to open the judgment pending disposition of the application to strike off the judgment. If evidence is produced which in a jury trial would require the issues to be submitted to the jury, the court shall open the judgment. (f) The lien of the judgment or of any levy or attachment shall be preserved while the proceedings to strike off or open the judgment are pending. (g) (1) A judgment shall not be stricken or opened because of a creditor's failure to provide a debtor with instructions imposed by an existing statute, if any, regarding procedures to follow to strike a judgment or regarding any rights available to an incorrectly identified debtor. (2) Subdivision (g)(1) shall apply to (1) judgment entered prior to the effective date of a subdivision (g) which have not been stricken or opened as of the effective date and (2) judgment entered on or after the effective date. 539728v1 METTE, EVANS & WOODSIDE Heather Z. Kelly, Esquire Attorney I.D. No. 86291 3401 North Front Street P.O. Box 5950 Harrisburg, PA 17110-0950 (717) 232-5000 (717) 236-1816 (fax) hzkelly@mette.com Attorneys for Plaintiff METRO BANK, f/k/a Commerce Bank/Harrisburg, N.A. Plaintiff IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA V. : : DOCKET NO. r S3 v . DUSAN BRATIC and KATHLEEN M. / BRATIC Defendants NOTICE OF ENTRY OF JUDGMENT TO: Kathleen M. Bratic 5609 Pinehurst Way Mechanicsburg, PA 17050 You are hereby notified pursuant to Rule 236 of the Pennsylvania Rules of Civil Procedure that Judgment has been entered against you in the amount of $427,073.54 as provided in the Note and Guaranty referenced in the Complaint plus all interest after the entry of such judgment at the rate permitted by law. Protho of Cumberland Count SEAL Dat By: METTE, EVANS & WOODSIDE Heather Z. Kelly, Esquire Attorney I.D. No. 86291 3401 North Front Street P.O. Box 5950 Harrisburg, PA 17110-0950 (717) 232-5000 (717) 236-1816 (fax) hzkellygmette.com Attorneys far Plaintiff METRO BANK, f/k/a Commerce Bank/Harrisburg, N.A. Plaintiff IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA V. ,I : DOCKET NO. ?? - S3G ??' DUSAN BRATIC and KATHLEEN M. BRATIC : Defendants NOTICE OF ENTRY OF JUDGMENT TO: Dusan Bratic 5609 Pinehurst Way Mechanicsburg, PA 17050 You are hereby notified pursuant to Rule 236 of the Pennsylvania Rules of Civil Procedure that Judgment has been entered against you in the amount of $427,073.54 as provided in the Note and Guaranty referenced in the Complaint plus all interest after the entry of such judgment at the rate permitted by law. Protho u mberland County SEAL Date B SHERIFF'S OFFICE OF CUMBERLAND COUNTY Ronny R Anderson c-s ? ?y Sheriff f t = . i Jody S Smith yti1r o airttb a???i rm ? a L rn- Chief Deputy ? X - r-' Richard W Stewart r Solicitor C- g CD _1 ) s C-5 C-31 r1ri 3- Metro Bank vs. Dusan Bratic (et al.) Case Number 2011-5366 SHERIFF'S RETURN OF SERVICE 07/05/2011 08:15 PM - Amanda Cobaugh, Deputy Sheriff, who being duly sworn according to law, states that on July 5, 2011 at 2015 hours, she served a true copy of the within Complaint in Confession of Judgment and Notice, upon the within named defendant, to wit: Dusan Bratic, by making known unto Kathleen Bratic, Wife of Defendant at 5609 Pinehurst Way, Mechanicsburg, Cumberland County, Pennsylvania 17050 its contents and at the same time handing to her personally the said true and correct copy of the same. my-4 d ck(l , I k A COBAUGH, DEPU 07/05/2011 08:15 PM - Amanda Cobaugh, Deputy Sheriff, who being duly sworn according to law, states that on July 5, 2011 at 2015 hours, she served a true copy of the within Complaint in Confession of Judgment and Notice, upon the within named defendant, to wit: Kathleen M. Bratic, by making known unto herself personally, at 5609 Pinehurst Way, Mechanicsburg, Cumberland County, Pennsylvania 17050 its contents and at the same time handing to her personally the said true and correct copy of the same. 1 Id I Y'Ll ARM COBAUGH, DEP SHERIFF COST: $54.44 July 06, 2011 SO ANSWERS, RON R ANDERSON, SHERIFF C! Coup?"'Suite She"f ie; eos tt. Inc, ?i V METRO BANK, f/k/a Commerce Bank/Harrisburg, N.A. Plaintiff V. DUSAN BRATIC and KATHLEEN M. BRATIC Defendants COURT OF COMMON : IN THE PE N PENNSYLVANI CUMBERLAND COUNTY, A -_D DOCKET NO. 11-5366 CIVIL _ -' :_ C, _ RULE TO SHOW CAUSE . ,-Z da of , 2011, it is hereby ORDERED that: AND NOW, this Y 1. A Rule is issued upon Respondent to show cause, if any ithas, wh th Judgment entered in the above-captioned matter should not opened and the defenses of the Petitioner be permitted; 2. The Respondent shall file an Answer to the Petition to Open Judgment within oj- days from the days of service upon the Respondent; 3. The Petition shall be decided under Pa.R.C.P. 206.7; 4. Depositions shall be completed within 66 days of this date No. 5. Argument shall be held on ? ? eA d 1 20J/ --- in Courtroom of the our?ty Courthouse; G-,& 02 ` 0 /4?9417 6. Notice of the entry of this Order shall be provided to all parties by the Petitioner; and 7. All proceedings, including all executions on the judgment docketed hereto are stayed pending this Court's review and determination of the Petition to Open Judgment and rulings thereon and the entry of an Order dissolving such Stay. Distribution List: Prothonotary Dusan Bratic, Esq. 101 South US Route 15, Dillsburg, PA 17019 Heather Kelly, Esq. Mette, Evans & Woodside, 3401 N. Front St., PO Box 5950, Harrisburg, PA 17110-0950 F 1es POP h _'RO H0N0TAP'. 2[111 AUG 29 h 10: 50 `'UMBERLAND COUNTY PENNSYLVANIA METTE, EVANS & WOODSIDE Heather Z. Kelly, Esquire Sup. Ct. ID No. 86291 3401 N. Front Street P.O. BOX 5950 Harrisburg, PA 17110-0950 (717) 232-5000 - Phone (717) 236-1816 - Facsimile hzkellygmette.com Attorneys for Plaint[ METRO BANK, f/k/a COMMERCE BANK/HARRISBURG, N.A., Plaintiff, IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA DOCKET NOS. 11-5366-CIVIL V. DUSAN BRATIC and KATHLEEN BRATIC, Defendants MOTION FOR EXTENSION OF TIME Plaintiff, Metro Bank f/k/a Commerce Bank/Harrisburg, N.A., by their counsel, Mette, Evans & Woodside, files the following Motion for Extension of Time of the August 16, 2011 Rules to Show Cause and aver in support: 1. On August 16, 2011, the Honorable Court issued identical Rules to Show Cause with regard to all of the above-referenced matters. 2. Counsel for the parties are actively engaged in negotiations in an attempt to settle all of the above-referenced actions. 542276v1 3. In an effort to contain costs of litigation, counsel for the parties jointly request an extension of time of the deadlines contained in the August 16, 2011 Rules to Show Cause as follows: a. The deadline for Plaintiff to file Answers to the Petitions to Open Judgment is extended to September 30, 2011 b. The deadline for taking depositions, if sought, is October 16, 2011 As previously scheduled, argument shall be held on October 21, 2011, in Courtroom No. 4 of the Cumberland County Courthouse at 2:00 p.m. 4. Counsel for the Defendants, Dusan Bratic and Kathleen Bratic, do not oppose this Motion. WHEREFORE, Plaintiff, Metro Bank, f/k/a Commerce Bank/Harrisburg, N.A. respectfully requests this Honorable Court enter an Order extending the deadlines of the August 16, 2011 Rules to Show Cause. Respectfully submitted, METTE, EVANS & WOODSIDE By: we-qA004, -R HEATHER Z. K LY, E UIRE Sup. Ct. I.D. No. 86291 3401 North Front Street P. O. Box 5950 Harrisburg, PA 17110-0950 (717) 232-5000 - Phone (717) 236-1816 - Fax Attorneys Plaintiff, Metro Bank f/k/a Commerce Bank/Harrisburg, N.A. Date: August 26, 2011 2 CERTIFICATE OF SERVICE I certify that I am this day serving a copy of the foregoing document upon the person(s) and in the manner indicated below, which service satisfies the requirements of the Pennsylvania Rules of Civil Procedure, by depositing a copy of same in the United States Mail at Harrisburg, Pennsylvania, with first-class postage, prepaid, as follows: Dusan Bratic, Esquire BRATIC and PORTKO 101 South Office Center, Suite A 101 South U.S. Route 15 Dillsburg, PA 17019 Respectfully submitted, METTE, EVANS & WOODSIDE By: /?k' A /A ,. z &?? HEATHER Z. LLY, QUIRE Sup. Ct. I.D. No. 86291 3401 North Front Street P. O. Box 5950 Harrisburg, PA 17110-0950 (717) 232-5000 - Phone (717) 236-1816 - Fax Attorneys Plaintiff, Metro Bank f/k/a Commerce Bank/Harrisburg, N.A. Date: August 26, 2011 METRO BANK, f/k/a COMMERCE BANK/HARRISBURG, N.A., Plaintiff, V. DUSAN BRATIC and KATHLEEN BRATIC, Defendants IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLV ANIA c c DOCKET NOS l l- 366 - CIVIL . ca zm c r -<> w nc' X °C CD -r ORDER - CO AND NOW, this day of August, 2011, upon Plaintiff's, Metro Bank, f/k/a Commerce Bank/Harrisburg, N.A. Motion for Extension of Time, IT IS HEREBY ORDERED that the following dates of the August 16, 2011 Rules to Show Cause filed in the above- referenced matters are extended as follows: The deadline for Plaintiff to file Answers to the Petitions to Open Judgment is extended to September 30, 2011 2. The deadline for taking depositions, if sought, is October 16, 2011. As previously scheduled, argument shall be held on October 21, 2011, in Courtroom No. 4 of the Cumberland County Courthou at 2:00 p.m. The rable Kevin A. Hess Distribution List: Prothonotary ?Heather Z. Kelly, Esquire, Mette, Evans & Woodside, 3401 N. Front Street, P.O. Box 5950, Harrisburg, PA 17110-0950; hzkellygmette.com; phone number (717) 232-5000 v/Dusan Bratic, Esquire, Bratic and Portko, 101 Office Center, Suite A, 101 South U.S. Route 15, Dillsburg, PA 17019; phone number (717) 432-9706 4 Yta F4? y v Y 1 Fi t. I E r? t METTE, EVANS & WOODSIDE Heather Z. Kelly, Esquire Sup. Ct. ID No. 86291 3401 N. Front Street P.O. Box 5950 Harrisburg, PA 17110-0950 (717) 232-5000 - Phone (717) 236-1816 - Facsimile hzkelly c,,mette.com Attorneys for Plaintiff METRO BANK, f/k/a COMMERCE BANK/HARRISBURG, N.A., Plaintiff, V. DUSAN BRATIC and KATHLEEN BRATIC, Defendants IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NO. I1-5366 CIVIL JOINT MOTION TO STAY PENDING CHAPTER 11 BANKRUPTCY NOW COME, Plaintiff and Defendants (the "Parties") and file the within Joint Motion to Stay Pending Chapter 11 Bankruptcy, in support whereof, the Parties aver as follows: 1. On or about June 30, 2011 Plaintiff entered judgment by confession against Defendants. 2. On or about August 4, 2011, Defendants filed a Petition to Open or Strike. 3. On or about August 16, 2011, this Honorable Court issued a Rule to Show Cause, and scheduled a hearing for 2:00 p.m. on Friday, October 21, 2011. 4. On September 19, 2011, Defendant Dusan Bratic filed a Chapter 11 bankruptcy petition, which bankruptcy is currently pending in the United States Bankruptcy Court for the Middle District of Pennsylvania and is docketed at 1:11-bk-06413-RNO ("Bankruptcy"). 5. Although Defendant Kathleen Bratic is not a named Debtor in the Bankruptcy, the obligations of Kathleen Bratic at issue in this matter will be addressed through the Bankruptcy. 6. The Parties are working cooperatively in through the Bankruptcy to resolve all outstanding obligations among the Parties. 7. A successful Chapter 11 Plan of reorganization through the Bankruptcy would resolve all of the issues raised in the Petitions to Open or Strike. 8. The Parties have jointly agreed to request a stay of these proceedings pending the conclusion of the Bankruptcy. WHEREFORE, the Parties jointly request that this Honorable Court stay these proceedings for the duration of Bankruptcy No. 1:11-bk-06413-RNO. Respectfully submitted, METTE, EVANS & WOODSIDE By: AA? f, z?A? HEATHER Z. Y, ESQ RE Sup. Ct. I.D. No. 86291 3401 North Front Street P. O. Box 5950 Harrisburg, PA 17110-0950 (717) 232-5000 - Phone (717) 236-1816 - Fax Attorneys Plaintiff, Metro Bank f/k/a Commerce Bank/Harrisburg, N.A. CERTIFICATE OF SERVICE I certify that I am this day serving a copy of the foregoing document upon the person(s) and in the manner indicated below, which service satisfies the requirements of the Pennsylvania Rules of Civil Procedure, by depositing a copy of same in the United States Mail at Harrisburg, Pennsylvania, with first-class postage, prepaid, as follows: Dusan Bratic, Esquire BRATIC and PORTKO 101 South Office Center, Suite A 101 South U.S. Route 15 Dillsburg, PA 17019 Respectfully submitted, METTE, EVANS & WOODSIDE By: EATHER Z. K'fLLY, QUIRE Sup. Ct. I.D. No. 86291 3401 North Front Street P. O. Box 5950 Harrisburg, PA 17110-0950 (717) 232-5000 - Phone (717) 236-1816 - Fax Attorneys Plaintiff, Metro Bank f/k/a Commerce Bank/Harrisburg, N.A. Date: October 21, 2011