HomeMy WebLinkAbout11-8204Christopher E. Rice, Esquire
Attorney I.D. No. 90916
Seth T. Mosebey, Esquire
Attorney I.D. No. 203046
MARTSON DEARDORFF WILLIAMS OTTO GILROY & FALLER
MARTSON LAW OFFICES
10 East High Street
Carlisle, PA 17013
(717) 243-3341
Attorneys for Plaintiff
MEMBERS 1 FEDERAL CREDIT : IN THE COURT OF COMMON PLEAS OF
UNION, : CUMBERLAND COUNTY, PENNSYLVANIA
Plaintiff
v : NO. 2011 - g?0 I CIVIL TERM
CHARLES L. ROTHSTEIN,
Defendant
NOTICE OF ENTRY OF JUDGMENT
PURSUANT TO PA. R.C.P. NO. 236
TO: Charles Rothstein, 40 Avon Lane, Staten Island, New York, 10314.
You are hereby notified that on ??*Ac, dy, 161/ , judgment by confession was
entered against you in the above-captioned case in favor of Members 1" Federal Credit Union as
follows:
Credit Aereement
Principal $150,000.00
Interest (through 10/18/11) $ 4,099.86
Costs of Suit (estimated) $ 250.00
Attorney Fees $ 15,000.00
Subtotal: $169,349.86*
*Plus interest per diem at $17.47, along with additional costs and fees incurred, until
paid in full.
Promissorv Note
Principal $290,932.26
Late Fees $ 50.00
Interest (through 10/18/11) $ 29,824.40
Costs of Suit (estimated) $ 250.00
Attorney Fees $ 29,093.22
Subtotal: $350,149.88*
*Plus interest per diem at $63.37, along with additional costs and fees incurred, until
paid in full.
Total: $519,499.74*
*Plus interest per diem at $80.84, along with a 'tiona is ees inc til
paid in full.
Date: c ?
Prothonotary
Christopher E. Rice, Esquire a
.
Attorney I.D. No. 90916 -'r*~ s
Seth T. Mosebey, Esquire
Attorney I.D. No. 203046 j : co
MARTSON DEARDORFF WILLIAMS OTTO GILROY & FALLER ?a
MARTSON LAW OFFICES
10 East High Street - R,
Carlisle, PA 17013
(717) 243-3341
Attorneys for Plaintiff
MEMBERS V51 FEDERAL CREDIT : IN THE COURT OF COMMON PLEAS OF
UNION, : CUMBERLAND COUNTY, PENNSYLV ANIA
Plaintiff
v : NO. 2011 - CIVIL TERM
CHARLES L. ROTHSTEIN, :
Defendant
COMPLAINT FOR CONFESSION OF JUDGMENT
Members 1" Federal Credit Union, by and through its undersigned counsel, hereby files this
Complaint for Confession of Judgment pursuant to Pa. R.C.P. Rule 2951 et seq., and in support
thereof, avers the following:
1. Plaintiff, Members 1 S` Federal Credit Union, ("Plaintiff') is a federally chartered
credit union located at 5000 Louise Drive, Mechanicsburg, Pennsylvania 17055.
2. Defendant Charles L. Rothstein is an individual with a last known address of 40 Avon
Lane, Staten Island, New York.
3. On June 21, 2007, Carleton Communications, Inc., a Pennsylvania corporation,
entered into a Credit Agreement and Disclosure ("Credit Agreement") with Plaintiff for a line of
credit with a credit limit of $150,000.00. A true and correct copy of the Credit Agreement is
attached hereto as Exhibit "A" and is incorporated herein by reference.
4. On June 21, 2007, Carleton Communications, Inc., entered into certain loan
documents, including a Promissory Note ("Note"), with Plaintiff to borrow $350,000.00, and agreed
to, among other things, make monthly payments of $5,460.48, until satisfaction of the principal
balance. A true and correct copy of the executed Note is attached hereto as Exhibit "B" and is
incorporated herein by reference.
5. On or about June 26, 2007, Defendant Charles L. Rothstein executed a Commercial
Guaranty (the "Guaranty") and agreed to, among other things, guarantee full payment and
satisfaction of all of Carleton Communication, Inc.'s indebtedness to Plaintiff. A true and correct
copy of the Guaranty is attached hereto as Exhibit "C"and is incorporated herein by reference.
6. Carleton Communications, Inc., defaulted under the Credit Agreement and Note, by
and including, but not limited to, allowing a material adverse change in its financial condition, and
failing to make payments as required under the Note and Credit Agreement (collectively the "Events
of Default")
7. The Guaranty provides that Plaintiff, after the Events of Default have occurred, may
confess judgment against Defendant Charles L. Rothstein for all sums due and owing under the
Credit Agreement and Note.
8. The total sum due and owing under the Credit Agreement and Note as of October 18,
2011, is as follows:
Credit Agreement
Principal $150,000.00
Interest (through 10/18/11) $ 4,099.86
Costs of Suit (estimated) $ 250.00
Attorney Fees $ 15,000.00
Subtotal: $169,349.86*
*Plus interest per diem at $17.47, along with additional costs and fees incurred, until
paid in full.
Promissory Note
Principal $290,932.26
Late Fees $ 50.00
Interest (through 10/18/11) $ 29,824.40
Costs of Suit (estimated) $ 250.00
Attorney Fees $ 29,093.22
Subtotal: $350,149.88*
*Plus interest per diem at $63.37, along with additional costs and fees incurred, until
paid in full.
Total: $519,499.74*
*Plus interest per diem at $80.84, along with additional costs and fees incurred, until
paid in full.
9. All conditions precedent have been satisfied to allow Plaintiff to confess judgment
against Defendant Charles L. Rothstein under the Guaranty.
10. Judgment was confessed against Defendant Charles L. Rothstein under the Guaranty
on April 20, 2010, in the Court of Common Pleas of Cumberland County, Pennsylvania.
11. Pursuant to an agreement between Plaintiff and Defendant, the judgment entered
against Defendant was marked satisfied, and Defendant agreed that all remedies set forth in the
Guaranty, Credit Agreement, and Note would remain available to Plaintiff.
12. Plaintiff is the holder of the Credit Agreement, Note, and Guaranty.
13. The Note, Credit Agreement, and Guaranty were executed and delivered in
connection with a commercial transaction, and judgment is not being entered by confession against
a natural person in connection with a consumer credit transaction.
14. The Credit Agreement, Guaranty, and Note have not been assigned.
WHEREFORE, Members 1" Federal Credit Union requests that this Court enter judgment
by confession against Carleton Communications, Inc., and Charles L. Rothstein in the amount of
$519,499.74, along with interest accruing at the per diem rate of $80.84, and additional fees and
costs as prayed for in the Complaint.
Respectfully submitted,
MARTSON LAW OFFICES
By: J`, &qk
Christopher E. Rice, Esqu'
Attorney I.D. No. 90916
Seth T. Mosebey, Esquire
Attorney I.D. No. 203046
10 East High Street
Carlisle, PA 17013
(717) 243-3341
Date: I0/7-1/0 Attorneys for Plaintiff
CRE. T AGREEMENT AND DISCLC JRE
References in the shaded ores are for Lender's use onlyd"do has n been limit t head li ic to l y o Isie document to any particular loan or Item.
Anv Item above containing length
Borrower: Carleton Communications, inc.
PO Box 384
Mechoniosbwg. PA 17055-0364
Lender: Members 1st Federal Credit Union
ATTN: Small Business Lending
5000 Louisa Draw
Mechanicsburg, PA 17055
CREDIT LIMIT: $150,000.00 DATE OF AGREEMENT: June 21, 2007
Introduction. This Credit Agreement and Disclosure ('Agreement") governs Borrower's line of credit (the "Credit Una' or the "Credit Una
Account") issued through Members 1 at Federal Credit Union. Borrower agrese to the following terra and conditions:
Promise to pay. Borrower promises to pay Members 1 at Federal Credit Union, or order, the total of all credit advances and FINANCE CHARGES
, together with all costs and expenses for which Borrower is responsible under this Agreement or under "a Security Agreement" which secures
Borrower's Credit Line. Borrower WIN pay Borrower's Credit Une according to the payment toms ant forth below. If time Is more than one
Borrower. each is joirhty and severalty Noble an this Agreement. This means Lender can requlre arty Borrower to pay all amounts due under this
Agreement. inoluding we* advanosa made to arty Borrower. Each Borrower auttorbse arty otter Borrower, on his or her signature alone. to
cancel the Crea Linea to request and recalve aredt advances, and to do alt other things necessary to carry out the terns of thb Agreement.
Lender can release any Borrower from responslibiMty under this Agreement. and the adtere will remain responsible.
Tern. The term of Borrower's Credit Una wilt begin as of the date of this Agreement 1"Opening Data') and WIN continta until June 21, 2010
('Maturity Date"). All Indebtedness under this Agreement, if not already paid pursuant to the payment provislons below, will be due and
payable upon maturity. The drew period of Borrower's Credit Una will begin on a date, after the Opening Date, when the Agreement Is
accepted by Lender in the Commonwealth of Pennsylvania, following the perfection of the security agreement, and the meeting of all of Lender's
other conditions. Borrower may obtain credit advances during this period ('Draw Period"). Borrower agrees that Lender may renew or extend
the period during which Borrower may obtain credit advances or make payments. Borrower further agrees that Lander may renew or extend
Borrower's Credit Une Account.
Mkhkramnn Psymertt. Borrower's "Regular Payment' will equal the amount of Borrower's accrued FINANCE CHARGES or 450.00, whichever is
greater. Borrower will make 35 of these payments. Borrower will then be required to pay the entire balance owing in a single balloon payment.
If Borrower makes only the minimum payments, Borrower may not repay any of the principal balance by the and of this payment stream.
Borrower's payments will be due monthly. An Increase M the ANNUAL PERCENTAGE RATE may increase the amount of Borrower's Regular
Payment.
In any event, if Borrower's Credit Una balance falls below 4250.00, Borrower agrees to pay Borrower's balance in full. Borrower agrees to pay
not Is" than the Minimum Payment on or before the due date.
Baboon Psymemt. Borrower's Credk Una Account Is payable in full upon maturity In a single balloon payment. Borrower must pay the entire
outstanding principal, Interest and any other charges then due. Urdses otherwise re**W by appltcabb law. Lender Is under no obligation to
refknancs the balloon payment at drat *M. Borrower may be required to oaks payments out of other assets Borrower owns or find a tinder.
which may be Lender, WON to lend Borrower the money. If Borrower rellrsnnces the balloon. Borrower may haw to pay some or all of the
coshg costs normally aasoobted with a new are& Nne account. even It Borrower obtain refinancing from Lender.
How Borrower's Paymemb Are Applied. Unless otherwise agreed or required by applicable law, payments and other credits will be applied first
to late charges and other charges; then to any amounts that exceed Borrower's Credit Limit; then to any voluntary credit life and disability
insurance premiums; then to Finance Charges; and than to unpaid principal.
Credit UmIL This Agreement covers a revolving Ikhe of credit for the principal amount of One Hundred Fifty Thousand & 00/100 Dollars
($150,000.00). which will be Borrower's "Credit Umh' under thin Agreement. Borrower may borrow against the Credit Una, repay any portion
of the amount borrowed, and re-borrow up to the amount of the Crack Limit. Borrower's Credit Limit is the maximum amount Borowk may
have outstanding at any one time. Borrower agrees not to attempt, request, or obtain a credit advance that will make Borrower's Credit Line
Account balance exceed Borrower's Crack Limit. Borrower's Crack Limit will not be Increased should Borrower overdraw Borrower's Credit
Una Account. If Borrower exceeds Borrower's Credit Umk, Borrower agrees to repay Immediately the amount by which Borrower's Credit Line
Account exceeds Borrower's Credit Limit. Any amount greater than the Credit Limit WIN be secured by the security agreement covering
Borrower's property.
Charges to Borrower's Credit Line. Lender may charge Borrower's Credit Una to pay other fees and costs that Borrower is obligated to pay
under this Agreement, the security agreement or any other document related to Borrower's Credit Una. In addition, Lender may charge
Borrower's Credit Una for funds required for continuing insurance coverage as described In the paragraph titled "Insurance" below or as
described in the security agreement for this transaction. Any amount so charged to Borrower's Credit Una will be a credit advance and will
decrease the funds available, if any, under the Credit Una. However, Lender has no obligation to provide any of the credit advances referred to
in this paragraph.
Effective Disbursement Date. The words "Effective Disbursement Date" as used in this Agreement mean a date, after the Opening Date, when
the Agreement Is accepted by Lender in the Commonwealth of Pennsylvania following the perfection of Lender's security agreements and the
meeting of all of Lender's other conditions. Borrower agrees and understands that Borrower may not receive any credit advance under
Borrower's Credit Line until after the Effective Disbursement Date of this Agreement.
Credit Advances. After the Effective Disbursement Date of this Agreement, Borrower may obtain credit advances under Borrower's Credit Line
as follows:
Telephone Request. Requesting a credit advance from Borrower's Credit Una to be applied to Borrower's designated account by telephone.
Except for transactions covered by the federal Electronic Fund Transfers Act and unless otherwise agreed in your deposit account
agreement, Borrower acknowledges and Borrower egress that Lander dose not accept responsibility for the authenticity of telephone
Instructions and that Lender will not be liable for any loss, expense, or cost wising out of any telephone request. Including any fraudulent or
unauthorised telephone request, when acting upon such Instructions believed to be genuine.
Requests By Mail. Requesting an advance by mail.
Requests in Parson. Requesting a credit advance in person at any of Lender's authorized locations.
C JIT AGREEMENT AND DISCLOS E
Loan No: (Continued) Page 2
one Borrower tailing Lender not to give advances to the other.
Transaction Requirements. The following transaction limitations will apply to the use of Borrower's Credit Una:
Request By Mal, in Person Request and Telephone Request Limitations. There are no transaction limitations for requesting an advance by
mail, requesting an advance in person or requesting an advance by telephone.
Future Credit Line Services. Borrower's application for this Credit Una also serves as a request to receive any new services (such as access
devices) which may be available at some future time as one of Lender's services in connection with this Credit Una. Borrower understands that
this request is voluntary and that Borrower may refuse any of these new services at the time they are offered. Borrower further understands
that the terms and conditions of this Agreement, together with any specific terms covering the new service, will govern any transactions made
pursuant to any of these new services.
Collateral. Borrower acknowledges this Agreement Is secured by the following collateral described in the security Instrument listed herein:
Inventory, chattel paper, accounts, equipment and general Intangibles described In a Commercial Security Agreement dated June 21, 2007.
Insurance. Borrower must obtain Insurance on the Property securing this Agreement that Is reasonably satisfactory to Lander. Borrower may
obtain property insurance through any company of Borrower's choice that in reasonably satisfactory to Lander. Borrower has the option of
providing any Insurance required under this Agreement through an existing policy or s policy independently obtained and paid for by Borrower,
subject to Lender's right, for reasonable caws before credit is extended, to decline any insurance provided by Borrower. Subject to applicable
law, if Borrower fob to obtain or maintain Insurance as required in the security agreement, Lander may purchase Insurance to protect Lender's
own interest, add the premium to Borrower's balance, declare the loan In default, or do any one or more of these things.
Statutary Lien. Borrower agrees that all credit advances Borrower receives under the plan are secured by aN shares and deposits in all joint and
individual accounts Borrower has with Lander now and In the future. Borrower authorizes Lender to apply the balance in these accounts to pay
any amounts due under this Agreement when Borrower Is in default under this Agreement. Shares and deposits In an Individual Retirement
Account and any other account that would lose special tax treatment under state or federal law If given as security are not subject to the
security interest Borrower has given in Borrower's shares and deposits.
When FINANCE CHARGES Begin to Acaus. Periodic FINANCE CHARGES for credit advances under Borrower's Credit Una will begin to accrue
on the date credit advances are posted to Borrower's Credit Una. There is no "free rids period" which would allow Borrower to avoid a
FINANCE CHARGE on Borrower's Credit Una credit advances.
Method Used to Determine the Balance on Which the FINANCE CHARGE WIN Be Computed. A monthly FINANCE CHARGE will be imposed on
sN credit advances made under Borrower's Credit Una Imposed from the date of each credit advance based on the "average dally balance'
method. To get the average daily balance, Lander takes the beginning balance of Borrower's Credit Una Account each day, add any new
advances and subtract any payments or credits. This gives Lender a daft balance. Then, Lander adds up all the daft balances for the
statement cycle and divides the total by the number of days in the statement cycle. This gives Lander the 'average daily balance.'
Method of Determining the Amount of FINANCE CHARGE. Any FINANCE CHARGE is determined by applying the monthly "Periodic Rats' to the
balance described herein. This is Borrower's FINANCE CHARGE calculated by applying a Periodic Rate.
Borrower also agrees to pay FINANCE CHARGES, not calculated by applying a Periodic Rate, as set forth below:
Minimum FINANCE CHARGE. In any event, including payment of the Credit Una balance in full, Borrower may have to pay a Minimum
FINANCE CHARGE of 40.50. This fee will be charged as follows: Monthly.
Annual Review Fes. At the time of an annual review of Borrower's Credit Una Account Borrower will be charged a tee as follows: 0.00.
Porkan Raft and Cwrespomfng ANNUAL PERCENTAGE RATE. The Perloclc Rate and the corresponding ANNUAL PERCENTAGE RATE on
Borrower's Credit Urn are subject to change from time to time based on changes in an index which is Lender's Prima Rate Itho "Index"). This Is
the rate Lender charges, or would charge, on 9"sy unsecured loans to the most creditworthy corporate customers. This rate may or may not
be the lowest rate available from Lander at any given time. The ANNUAL PERCENTAGE RATE on Borrower's Credit Urn Is based upon the
Index and the margin described below ("Margin").
The Periodic Rate and the corresponding ANNUAL PERCENTAGE RATE on Borrower's Credit Urn will Increase or decrease as the Index
increases or decreases from tins to time. Lender will determine the Periodic Rate and the corresponding ANNUAL PERCENTAGE RATE as
follows: Lander starts with the current Index and then adds a certain Margin as disclosed below. To determine the Periodic Rate that will apply
to Borrower's account, Lender adds a margin to the value of the Index, than divides the value by 12 (monthly). To obtain the ANNUAL
PERCENTAGE RATE Lender multiplies the Periodic Rate by 12 (monthly). This result Is the ANNUAL PERCENTAGE RATE. In no event will the
corresponding ANNUAL PERCENTAGE RATE be less than 3.000% per arumum or more than the longer of 18.000% or the maximum rate allowed
by applicable low. Adjustments to the Periodic Rate and to corresponding ANNUAL PERCENTAGE RATE resulting from changes In the Index
will take effect the first business day after a payment Is made following a change in interest rates. Notwithstanding the above provisions, the
maximum Increase or decrease In the Interest rate at env one time on this loan will not exceed 3.000 percentage points. Today the Index Is
8.250% per annum, and therefore the Initial ANNUAL PERCENTAGE RATE and the corresponding Periodic Rate on Borrower's Credit Line are as
stated below:
Current Rates for the First Payment Stream
Range of Balance Margin Added ANNUAL PERCENTAGE Monthly Periodic
or Conditions to index RATE Rate
AN Balances 1.000% 9.250% 0.77083%
Notwithstanding any other provision of this Agreement, Lander will not charge interest on any undisbursed loam proceeds.
Forgo Raft Increases. If we forgo an ANNUAL PERCENTAGE RATE Increase, at the time of a later adjustment we may return to the full Index
value plus margin.
Conditions Under Which Other Charges May Be Imposed. Borrower agrees to pay all the other fees and charges related to Borrower's Credit
Line as set forth below:
Fee to Stop Payment. Borrower's Credit Una Account may be charged 430.00 when Borrower requests a stop payment on Borrower's
account.
Late Charge. In addition to Lender's rights upon default, Borrower's payment will be late If it is not received by Lender within 15 days after
the "Payment Due Date" shown on the voucher Borrower receives with each credit advance. If Borrower's oavment is late Lender may
C. JIT AGREEMENT AND DISCLOS' E
Loan No: (Continued) Page 3
Right to Credit Advances. After the Effective Disbursement Date, Lender will honor Borrower's requests for credit advances up to Borrower's
Credit Limit so long as: (A) Borrower Is not in default under the terms of this Agreement; (B) this Agreement has not been terminated or
suspended; and IQ Borrower's Credit Una has not been cancelled as provided above in the section of this Agreement titled "Term."
Default. Lander may declare Borrower to be In default if any one or more of the following events occur: (A) Borrower falls to pay a Minimum
Payment when due; (B) an event of default occurs under the security agreement for the Property; (C) the Property is further encumbered In
any way, voluntarily or involuntarily; (D) Borrower dies; (E) Borrower makes any false or misleading statements on Borrower's Credit Una
application; (F) Borrower violates any provision of this Agreement or any other agreement with Lender; (G) any garnishment, attachment, or
execution Is issued against any material asset owned by Borrower; (H) Borrower exceeds Borrower's Credit Umit; (1) Borrower files for
bankruptcy or other insolvency relief, or an involuntary petition under the provisions of the Bankruptcy Code is filed against Borrower; (J)
Lender in good faith believes itself Insecure.
Lender's Rights. If Borrower is in defauit,.Londer will send notice to Borrower setting forth a time period of at least thirty (30) days within
which such default may be cured. During this cure period, without notice, Lender may suspend Borrower's Credit Una se provided below. If
such default is not cured during this period, Lender may either terminate or continue suspension of Borrower's Credit Line Account.
Suspension. If Lender suspends Borrower's Credit Una, Borrower will lose the right to obtain further credit advances. However, all other
terms of this Agreement WIN remain In effect and be binding upon Borrower, including Borrower's liability for any further unauthorized use
of any Credit Una access devices.
Termhurtlon. If Lander terminates Borrower's Credit Una, Borrower's Credit Una will be suspended and the entire unpaid balance of
Borrower's Credit Una Account will be immediately due and payable, without prior notice except as may be required by law, and Borrower
agrees to pay that amount plus all FINANCE CHARGES and other amounts due under this Agreement.
Coneodon Cosh. Lender may hire or pay someone also to help collect this Agreement If Borrower does not pay. Borrower will pay Lander
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, expanses for bankruptcy proceedings (including efforts to modify or vacate any automatic
stay or injunction), and appeals. If not prohibited by applicable law, Borrower also WIN pay any court costa, in addition to all other sums
provided by law.
Rate Imes". in addition to Lander'• other rights on default, Lander may Increase the variable Interest rate under this Agreement to
15.000 percent per annum. The Intweat rots WIN not exceed the maxknum rats permitted by applicable law. If Lender does not Increase
the interest rate on default, It WIN continue at the variable rate in effect as of the date Lander declares a default.
Delay in Enkm sment. Lender may delay or waive the enforcement of any of Lender's rights under this Agreement without losing that right or
any other right. If Lender delays or welves any of Lender's rights, Lender may enforce that right at any time in the future without advance
notice. For example, not terminating Borrower's account for non-payment will not be a waiver of Lander's right to terminate Borrower's account
In the future if Borrower has not paid.
Tow-rdnatlon by Borrower. If Borrower terminates this Agreement, Borrower mutt notify Lender. Despite termination, Borrower's obligations
under this Agreement will remain in full force and effect until Borrower has paid Lander all amounts due under this Agreement.
prepsymem Borrower may prepay ail or any amount owing under this Credit Line at any time without penalty, except Lender will be entitled to
receive the Minimum FINANCE CHARGES as stated above and to receive all accrued FINANCE CHARGES, and other charges, If any. Payments
in excess of Borrower's Minimum Payment will not relieve Borrower of Borrower's obligation to continue to make Borrower's Minimum
Payments. Instead, they WIN reduce the principal balance owed on the Credit Una. Borrower agrees not to "rid 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. AN 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:
Members 1 at Federal Credit Union, 5000 Loules Drive Mechanicsburg, PA 17050.
Nations. AN notices will be sent to Borrower's address as shown in Borrower's Credit Una application. Notices will be mailed to Borrower at a
different address If Borrower gives Lender written notice of a different address. Borrower agrees to advise Lender promptly If Borrower changes
Borrower's mailing address.
Annual Review. Borrower agrees that Borrower will provide Lander with a current financial statement, a new credit application, or both,
annually, on forms provided by Lander. Based upon this information Lander WIN conduct an annual review of Borrower's Credit Una Account.
Borrower also agrees Lander may obtain credit reports on Borrower at any time, at Lender's sole option and expense, for any reason, including
but not limited to datermini g whether there has been an adverse change in Borrower's financial condition. Lander may require a now appraisal
of the Property which aestxss Borrower's Credit Line at any time, Including an internal inspection, at Lender's sole option and expense.
Borrower agrees to pay the annual review fee shown above. Borrower authorizes Lender to release information about Borrower to third parties
as described in Lander's privacy policy and Lender's Fair Credit Reporting Act notice, provided Borrower did not opt out of the applicable policy,
or as permitted by law. Based upon s materials adverse charge in Borrower's financial condition (such as termination of employment or loss of
income), Lender may suspend Borrower's Credit Une.
Transfer or Assignment. Without prior notice or approval from Borrower, Lender reserves the right to sell or transfer Borrower's Credit Line
Account and Lender's rights and obligations under this Agreement to another lender, entity, or person, and to assign Lander's rights under the
security agreement. Borrower's rights under this Agreement belong to Borrower only and may not be transferred or assigned. Borrower's
obligations, however, are binding on Borrower's heirs and legal representatives. Upon any such sale or transfer, Lender will have no further
obligation to provide Borrower with credit advances or to perform any other obligation under this Agreement.
Notify Us of Inaccurate Information We Report To Consumer Reporting Agencies. Plea" notify us if we report any Inaccurate information about
your account(s) to a consumer reporting agency. Your written notice describing the specific Inaccuracylies) should be sent to us at the
following address: Members 1 at Federal Credit Union 5000 Louis* Drive Mechanicsburg, PA 17050.
Jury Waiver. Lander and Borrower hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either Lander or
Borrower against the other.
Governing Law. This Agreement will be governed by federal law applicable to Lender and, to the extent nor preempted by federal low, the laws
of the Commonwealth of Pennsylvenio without regard to its conflicts of law provisions. This Agreement has been accepted by Lender in the
Commonwealth of Pennsyhranis.
Choice of Venue. If there is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of the courts of Cumberland County,
Commonwealth of Pennsylvania.
C. )IT AGREEMENT AND DISCLOS
(Continued)
nnn Nn-
Page 4
provisions of this Agreement.
Interpretation. Borrower agrees that this oAgreement together f this Agreement Is nott valid or should not be enfc trcedb that fact by itself will not mean that the rest the Boo Lander.
If a court finds that any provision provisions of this Agreement even if s provision
filmed or
of this Agreement will not be valid or enforced. Therefore, a court may enforce the rest oft pro
of this Agreement may be found to be invalid or unenforceable. If Lender goes to court for any reason, Lander can use a cop
electronic, of any periodic merit, this Agreement, the security agreement or any other document to prove what Borrower owes Lender or
that a transaction has taken n place. The copy, microfilm, microfiche, or optics) image will have the some validity as the original. Borrower
agrees that, except to the extent Borrower can show there Is a billing error, Borrower's most current periodic statement Is the best evidence of
Borrower's obligation to pay. Invalid SevwgbMty. If s court n competent he offending provis on Illegal, Invalid, or un ^f ?Illegal a? o any other unenfoumsrceableanceas. of fany easible,
the not circumstance, that finding shell
offending p the illegellty, irwelfdity, or unenforceebflity of
any provision shall be co tls,s ? from th?N Agreement. °^Isss hsrwise required by low, If the offending provision cannot so
valid and enforceable. it shell be considered
any provialon of of this Agreement shall not sffsat the legality, validity or enforceability of any other provision of this Agreement.
modified.
them whelps indivklunl. I" , or alas In nature.
Borrower and Lander agree that all disputes, claims end controverales between s shall be akidivl d I o to the Rule of
wising from . s otherwise. inokx" without knknftn contract ed tort dispute, No act to take u dispose of any es of ere) the
this arbitrsdon agreement. This inokuds• without briftertlont obtei ring
shaAmh ? oom? tAU A?e A118 olatim in effect at the time the cl kn Is 994 upon request of elthar party
American s vs of this arbitration proemsmt or be prdnibited by deed of trust or mortgage: obtaining s writ of sttaciwnsM
tMuee invoking a power of ask render any
impositio reWn a e • t«nn«w reslnhinY order: to ,persond ?p ffy. lackWbq tolft or deposing of such property with , or without colvar; or
Impcial process of s roursuan doA ar Arrticlol.eh9g cf any tM UUnifor role Coisnerdsl Code. Any . alalrm, or coneowrsles concerning the Rn Conf!orR
s+?? shaft have the larn, or or tM power otherwise to modify enjoin any
n
nat. or exercise of any right. conowni g any CollatereL howevsi a1sYn to reeled, ro
reessonn"nos pursuant
sgroeneM r.IttR of to the P Coltntsd. shell ualso pon be any awbhra*mL provided thart no ward rendered by my wbftrtor may be ~ad In any court having jurisdiction. N°d'in in
restrain oany r rat sholl f any odud any `ern s"king equitelft ro Mf fronn a court of competu t jurisdotlom The stage of unitordone. estoppel.
leap s, eent wW sprepimMr b+ds any doctrines party whb oh would ould ad odnswMe be apple" MR on motion brought by s party shah be applicable in wrf ebkrat?
w
this eshrsAg, Agreement
nd o
prooeedng, nrnd the c t h@ a apply t of ar ar atrua on PrOWW" shah e"don. be and deemed enforcem the ent of this arbitration commencement of an action for these purpose. The
tion provision.
ROTHONOTARY OR
Federal Arbkretbn Ace theM apply to the canstruatlan• IntePr ATTORNEY
RROWER AFTER
THE C on at Judgment BORROWER HEREBY IRE F PENNSYLVANIA, OR ELSEWHERL TORA PEAR AT ANY TIME FORPBO
CLERK LERK ANY COURT COURT IN THE COMMONWEALTH
ALL
A DEFAULT UNDER THIS AGREEMENT AFOT HE WIT R?? EOACCOUNT AND ALL CONFESINTERESTS OR ENTER JUDGMENT AGAINST BORROWER
CH ERG CES AND OUNT ANDETHER
FOR THE ENTIRE AL BALANCE O
AMOUNTS EXPENDED DED O OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THE
THE
(10%) OF
INCIPAL WITH COSTS OF SUIT, AND ORNEY' S COMMISSION OF TEN
NY EVENT NOT LESS THAN FIVE UNDRED DOLLARS 0500) ONRWHICH J DGMENT ORD ACCRUED
AGREEMENT OR A COPY OF THIS
INTEREST FOR COLLECTION, BUT IN A
JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS _ ORITY
GRANTED AGREEMENT VERIFIED BY BORROWER NOT?BE EXHAUSTED BYRAANY.EX ECISE OF THAT AUTHIN TWO AGREEMENT TO CONFESS
, BUT S A O?RNHE FROM SHALL SUFFICIENT TIME AGAINST BORROWER
ME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS AGREEMENT. AN
WAIVES D STATES THAT RIGHT EITHER MAY RHAVE TO EPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION EOF JUDGMENT PROVISION TO
OR STTION A REPRESENT
BROWER'S ATTENTION OR BORROWER HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COON the terms
In this
BORROWER'S
and c
Agreement A , subject applicable and Agrondments. s. LenBorrower underrh+? the troas eerms and conditions of thhei Credit Una program ncludirg witho?mitation.
thate, subject to to anger laws. Eerier his the at right
the Margin. If Lends changes the Periodic Rea and subsequent new credit advances are made under this agreements with the entire balance Lander regarding will
subject to the new rates. Borrower also understands and agree the Borrows may be subject other transfer Instruments or access device which may access Borrower's Credit Une. Any person
signing below may requ"t ith a modification to this
Agreement, and, if granted, the modification will be blending upon all signers. By signing this Agreement, Borrower acknowledges that Borrower
has read this Agreement. Borrower also acknowledge receipt of a completed copy of this Agreement.
This Agreement is dated June 21, 2007.
ED THAT THIS AGREEMENT IS AND SHALL CONSTITUTE AND HAVE THE
THIS AGREEMENT IS GIVEN UNDACCORDING AD I TO LAW.
EFFECT OF A SEALED INSTRUMENT
BORROWER:
CARLETO ION
ISsdl
B
, resideM W"
Communications. Inc.
C. :)IT AGREEMENT AND DISCLOS' E page 5
(Continued)
1 non Nn:
ACCEPTED: MEMBERS 1ST FEDERAL CREDIT UNION
Seel)
By:
Au4Effecdw Disbursement Date:
v.. 4mmm+ CW. N•r+.r.wr SW d+ r nn. no. ?u srr. ?r...+ .
EXHIBIT "B"
PROMISSORY NOTE
of this References in the shaded area are for L-ender'sn Bseionnly ;nd"do n been limit the a due illityxt langth?imrt tions. any particular loan or Item. has Lender: Members 1
Borrower' Carleton Communications, Inc. at Faders! Credit Union
ATTN: Small Raciness Land"
p0 Box 364 5000 Louise Drive
Mechanicsburg, PA 17055-0364 Mechanicsburg, PA 17055
Interest Rate: 7.950% Date of Note: June 21, 2007
Principal Amount: #350.000.00
PROMISE TO PAY. Carkten CormwMentions, Inc. ("Borrower"1 Promises to pay to Members TM? Federal 00 1ro& 00 Ooliwa (Lander 000 001. together
lawful money of the United Stabs of Americe. the principal amount of Three Hundred Fifty
with interest at the raw of 7.950% per stem's an the unpaid p*w*d balance from June 21, 2007, until psfd in fu5. The Interest rate may
change under the terms and conditions of the "INTEREST AFTER DEFAULT' section. will this ban in 83 payments of 35.460.48 each payment and an Irregular last payment estimated at $5,460.31.
Borrower'PAYMENTs . first Borrower payment nt is d pay er August 1, 2007, erhd all subsequent payments are duo on the same day of each month after that. Borrower's and all accrued Interest
not yet paid. payments inckh:a prlhthencipipd end
ag reed J 1? 0r end b will be for ebb ell law. principal payments will be applied first to any unpaid collection costs;
find payment s be i due on
vvM interest. Unless l any law
ac
then to any y aoarrhed unpaid nwrost: and 1tNn to principal. Interest on this Note Is computed on outotneWlins a 3651365 principal sbnplprincipal balance, interest arae. multiplied
charges; raw over the number of days in a yew, multiplied by
by ctualg the rrdo of Interest Borrower wM pay Lender at Lender's address shown above or at such other
by the a actednumber of days that
b ? he ? Pri prinaipd balarhae Is outstanding. place so Lender may designate In writing.
MAXIMUM INTEREST RATE. Under no circumstances will the Interest rate on this Note law. (except for any higher default rate shown
below) the lesser of 18.000% per annum or the maximum rate allowed by applicable at La er Is
PREPAYMENT: MINIMUM INTEREST CHARGE. In any event, even upon full prepayment of this Note, Borro nterestwer understands th Borrower maybpay
entitled to a minimum Interest ohwpe of $1.00' Other than Borrower's obligation to pay any minimum I charge, writing without penalty all or a portion of the amount owed earlier than
it is due. Early payments will not, unless agreed to ender In w the principal liev
Borrower of Borrower's obligation to continue to make payments under the payment schedule. Rather, early payments will redu
balance der and may result in Borrower's making fewer payments. Borrower agrees not to send Lender payments marked "paid In full",
"without recourse', or similar language. If Borrower sands such a payment, Lender may accept it without losing any of Lender's rights under sputed this t and Borrower check remain other
obligated
that the paymentp onstitutes' pammunicadone yment In full?of the amoiunt wed or
payment to pay insitrumenft?r Indicates amount owed
amounts, , including any cor
eder Credit V f^ a? 5000 Louise Drive l Mschenicsburg, PA full satisfaction of a disputed amount met bs mailed or delivered to: Members st other conditions or
17.
F
LATE CHARGE. If a payment is 15 days or more lots, Borrower will be charged 5.000% of the unpaid pardon of to regularly scheduled
payment or 325.00, whichever b less.
INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, the interest rate on this Note shall be Increased to
15.000% per annum ("Default Rate"). If judgment is entered in connection with this Note, interest will continue to accrue after the date of
judgment at the Default Rate. However, in no event will the Interest rate exceed the maximum interest rate limitations under applicable law.
DEFAULT. Each of the following shall constitute an event of default ("Event of Default") under this Note:
Payment Default. Borrower fails to make any payment when der under this Note.
Other Defaults. Borrower falk to comply with or to perform any other term, obligation, covenant or condition contained in this Note or in
any of the related documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement
between Lander and Borrower.
Default in Favor of Third Parties. Borrower or any Grantor defaults under any loan, extension of credit, security agreement, purchase or
sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower's property or
Borrower's ability to repay this Note or perform Borrower's obligations under the Note or any of the related documents.
Fake Statements. Any warranty, representation or statement made or furnished to Lander by Borrower or on Borrower's behalf under this
Note or the related documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false
or misleading at any time thereafter.
Insolvency. The dissolution or termination of Borrower's existence as a going business, the insolvency creditor r over, the ppeointment of a
receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type
commencement of any proceeding under any bankruptcy or Insolvency laws by or against Borr ower.
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 procee
and
roceed
forfeiture
gives
rrower
by L nder, In Its so el discret on, an be nlg an adequate monies or
Lender ao surety bond fordthe creditoir°or forfeiture proceeding, In an ammount determinedtor or
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
evidenced
unonditinally the obligations arising tlunder the guaranty in a? mamay, nner but shall not be required to Lander, tande doing so,acureo
assume any Event of
Default.
Change In Ownership. Any change in ownership of twenty-five percent (25%) or more of the common stock of Borrower.
Adverse Change. A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or
performance of this Note is impaired.
PROMISSORY NOTE
Loan No: 22761403 (Continued) Page 2
Insecurity. Lender in good faith believes itself insecure.
Cum Provisions. If any default, other than a default In payment is curable and if Borrower has not been given a notice of a breech of the
same provision of this Note within the preceding twelve 112) months, it may be cured If Borrower, after receiving written notice from
Lender demanding cure of such default: 11) cures the default within thirty 130) days; or (21 if the cure requires more than thirty (30)
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 under this Note and all accrued unpaid Interest immediately due, and then Borrower will pay that amount.
ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect this Note If Borrower does not pay. Borrower will pay
Lender that amount. This includes, subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses, whether or
not there is a lawsuit, including attorneys' fees, apps ble law,aBo Borrower also will pay (including
courrt c sts, In addti n to all othernsumautomatic s provided bstay
or injunction), and nd appeals. If not prohibited by applicable
law.
JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial In any nation, proceeding, or counterclaim brought by either Lander
or Borrower against the other.
m ImornveaMh of Psnnsyhrania thou?sgardits conflicts of law provisions. This Note h been accepted by Lender in the the laws of by fedlerml law applicable to Lender and. to the extent
not preernlKed by fecland law, the Co
Commonwasith of Pennsylvania.
CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of the courts of Cumberland
County, Commonwealth of Pennsylvania.
DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $25.00 if Borrower makes a payment on Borrower's loan and the check or
preauthorized charge with which Borrower pays Is later dishonored.
STATUTORY LIEN. Borrower agrees that all ban advances under this Nob are secured by all shares and deposits In all joint and individual
accounts Borrower has with Lender now and In the future. Boowe authorizes Lender, to the extent permitted by applicable law, to apply the
balance In these accounts to pay any amounts due under this Notes when Borrows is in default under this Note. Shares and deposits in an
Individual Retirarnent Account and any other account that would lose special tax treatment under state or federal law if given as security are not
subject to the security interest Borrows has given in Borrower's shares and deposits.
COLLATERAL. Borrower acknowledges this Note is secured by the following collateral described in the security instrument listed herein:
Inventory, chattel paper, accounts, equipment and general Intangibles described in a Commercial Security Agreement dated June 21, 2007.
ARBITRATION. Borrows and Lander agree that all disputes, cline and controvereles between them whathw hxilvk u d. joint, or class in
nature. arising from this Note or otherwise, including without pMtadon ohntrmt and tort disputes, shag be arbitra W pursuant to the Rules of
the American Arbitration Association in sffsat at the time the claim is filed. upon request of shher party. No act to take or dispose of any
copstersl •souing tinier Notes shag constitute • wahnr of this arbitration egresmsnt or be pin! lbitsd by this arbitration agreement. This includes.
without Imitation, obtskft kajhactiw regal or a temporary restraining order; kwokkhg a power of sale under any dead of trust or mortgage;
obtakhkhg a writ of nttechroant or imposition of a receiver; or air P* Ing any right rsleft to Personal property, kcludkq taking or disposing of
such property with or without judicial process pursuant to Article S of the Uniform Comrnsroial Code. Any disputes. dim, or controversies
concomins the Iswfukhees or reaso "nsss of my act. or exercise of arty rlpht. concerning any collateral securing this Nob. including any
cisim to rescind, reform. or otherwise modify any agreement relating to the collateral ssourkng this Note, shag also be wbiti , provided
however that rho arbitrator shag haw the right or the power to erhjoin or restrain my sat of my party. Judgment upon any sward rendered by
any arbitrator may be entered in any taut havkhg jurisdiction. Nothing in this Nob shah preclude my party from seeking equitable rsgaf from a
court of cornpetwa jurisdiction. The statute of limitations, estoppel, wahw. lathes, and sknilm doctrines which would otherwise be applicable
in an action brought by a party shall be applicable in my arbitration procesding, and the commencement of on srbitrodon proceeding shag be
deemed the commencsmsnt of an action for these purposes. The Federal Arbitration Act shall apply to the construction, kntwpretatkan, and
enforcement of this arbitration provision.
MEMBERSHIP REQUIREMENTS. All borrowers and Guarantors must maintain a membership with the Credit Union in good standing for the life of
the loan.
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(les) should be sent to
us at the following address: Members let Federal Credit Union 5000 Louiss Drive Mechanicsburg, PA 17050.
GENERAL PROVISIONS. If any part of this Not cannot be enforced, this fact will not affect the rest of the Note. Lender may delay or forgo
enforcing any of Its rights or remedies under this Note without losing them. Borrower and any other person who signs, guarantees or endorses
this Note, to the extent allowed by law, waive presentment, demand for payment, and notice of dishonor. Upon any change In the terms of this
Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker, guarantor, accommodation maker or
endorser, shell be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this
loan or release any party or guarantor or collateral; or impair, fall to realize upon or perfect Lender's security Interest in the collateral; and take
any other action deemed necessary by Lends 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 (4500) 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
Loan No: 227614-03
PROMISSORY NOTE
(Continued)
Page 3
FULL IN ALL AMOUNTS DUE UNDER ANY SUCH CONFESSION OF JUDGMENT AND ROSTATES THAT EITHER A WER'S ATTENTION OR BORROWER HAS BEEN ENDER
HEARING IN CONNECTION WITH AN
SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO BOR
REPRESENTED BY INDEPENDENT LEGAL COUNSEL.
AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE. BORROWER AGREES TO THE
PRIOR TO SIGNING THIS NOTE. BORROWER READ
TERMS OF THE NOTE.
BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.
THIS NOTE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS NOTE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A
SEALED INSTRUMENT ACCORDING TO LAW,
BORROWER:
CARLETON M O
(Seal)
', rt
BYi M of Ca
Communic8dOna. Inc.
LENDER:
M "B S 1ST FEDERAL CREDIT UNION
X
S
EXHIBIT "C"
.OMMERCIAL GUARANTY
. applicability of this document to any particular loan or item.
Reeferences in the shaded area are for Lende^ ?t inioanly and do been omitted d due to text length limitations.
Borrower: Carleton Communications, Inc.
PO Box 364
Mechanicsburg. PA 17055-0384
Lender: Members let Federal Credit Union
ATTN: Small Business Lending
5000 Louise Drive
Mechanicsburg. PA 17055
Guarantor: Charles L. Rothstein
40 Avon Lane
Staten ISWW, NY 10314
GUARANTEE OF PAYMENT AND PERFORMANCE. For good and valuable consideration, Guarantor absolutely and unconditionally guarantees schar full and punctual payment and satisfaction of the
Indebtedness of Borrow of Lander, ° and the perf or ace and iif collection all Borrowr can
obligations under the Note and the Related Documents. This is a guaranty payment again enforce this Guaranty against Guarantor even when Lender has not ?u?ted ?Y orm g a arty ost athe
n one also obligated Gd to Guarantory the make ther
will
Indebtedness or against any collateral securing the Indebtedness, this any payments to Lender or its order, on demand, in legal tender of the United States of America, in same-day funds,
without set-off or
deduction or counterclaim, and will otherwise perform Borrower's obligations under the Note and Related Documents. amount o
time
tram
tanding
time INDEBTEDNESS. The word u IrWROst thas used In this Guaranty means all of the ereon and all collection costs and legal xpen eesl related the eto permitted by law, attornys'fees
one or more times, accrued unpaid id
arising from any and ell debts, liabilities and obligations that Borrower Individually or collectively or Interchangeably with others, owes or will
owe Lender under the Note and Related Documents and any renewals, extensions, modifications, refinancings, consolidations and substitutions
of the Note and Related Documents. under
all If Lender presently holds one or more guaranties or hereafter receives below too the coaarry) affect°orr Invalidaate any uch other gua anties.
shall be cumulative. This Guaranty shell not (unions specifically provided
Guarantor's liability will be Guarantor's aggregate liability under the terms of this Guaranty and any such other unterminated guaranties.
DURATION OF GUARANTY. This Guaranty will take effect when received by Lander without the necessity of any acceptance by Lender, or any
notice to Guarantor or to Borrower, and will continue in full force and all the Indebtedness shall have been fully and finally paid and satisfied and
all of Guarantor's other obligations under this Guaranty shall have been performed in full. Release of any 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.
GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, widout rotes or demand and without lessening Guerentor's
Ilabil1ty under this Guaranty, frere ties to dm: (A) to make one or more additional secured or unsecured loans to Borrower, to lease
equipment or other goods to Borrower, or otherwise to extend additional credit to Borrower, 181 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; exxttensloon i reM°sal aexchange, nd may be for enforce, longer than the
original loan term; (C) to take and hold security for the payment
subordinate, fail or decide not to perfect, and release any such security, with or without the substitution of now collateral; (D) to release,
substitute, agree not to sue, or deal with any one or more of Borrower's sureties, andoreem, or other guarantors on any terms or In any manner
Lender may chose; (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, , a sell judiisif°rsa sign i gent pas the to at of ine
controlling security agreement or deed of trust, as Lender In its discretion may determine: i
all or any part of the Indebtedness; and (Hl 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 wouldkGu quu?agf hliarny ?? i9? enof this Guy a ant Bi to (this Gus ty is full executed at Borrower's request and not at the
request of Lender;
(D) the provisions of this Guaranty do not conflict with or result in a default undan t agreement r or `t er Instrument r _nt inding upon will Gar ntor without
and do not result In a violation of any law, regulation, court decree or order applicable
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 dotes the financial
information Is provided; (G) no material adverse change has occurred in Guarantor's financial condition since the date of the most recent
financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (H)
no litigation, clelm, 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 credltworthfnsss of Borrower; and W1 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
Lender shall have no obligation to disclose to Guarantor any information or documents acquired by
ender in Guaranty, athe n Guarantor u its eler agrees that
p with Borrower.
GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (Al to continue lending
money or to extend other credit to Borrower; (8) 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 nonection 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;
hold by Lender from any B other onto give
no with
to proceed directly against or exhaust any lic o or private sale of personal proBrrower, any perty security other
notice the terms, time, and piece of any p
any other applicable provisions of the Uniform Commercial Code; IFI to pursue any other remedy within Lender's power; or (G) to commit any
act or omission of any kind, or at any time, with respect to any matter whatsoever.
Guarantor also waives any and all rights or defenses based on suretyship or impairment of collateral including, but not limited to, any rights or
defenses arising by reason of (A) any "one action' or "anti-deficiency" law or any other low 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,
COMMERCIAL GUARANTY
(Continued)
r ,.?.. N.,- 227614-03
Page 2
any of remedies by
, any
loss either judicially or by exercise of a power of 5 'saright (9)to proceed lagalnt t9orrowar for e reimbu sement In l dingy ithaout li it other defense of
qualifying,
i or discharging the indebtedness; 10 a or
rights Guarantor's subrogation rights or Gu or ualif as
reason of the caseation of Borrower's liability from any cause whatsoever, other
Borrower, , of any other guarantor, or of any other person, () by any right to claim discharge of the Indebtedness on the basis of unjustified
than rights of payment in full may in suffer legal by tender, reason of of the any law indebtedness; (D limiting,
impairment of any collateral for the Indebtedness; (E) any ststuts of limltatbn°, if at any time any action or slimitations; uit brought or Lender against
Indebtedness. If payment is made (F) any by Borrower,see
Guarantor is commenced, there is outstanding Indebtedness which is no barred yapplicable statute
given to guarantors at law or in equity other than actual payment and performance
ore
third party, on the Indebtedness a or s arts bankruptcy law forc to
whether voluntarily or otherwise, or by any
to Borrower' s trustee In bankruptcy or to any similar person under any w for the relief of debt settee payment
Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. guaranteed
under
is Guaran Guarantor further waives and cores not to assert or claim at
recoupment or similareright,dwhether su htclaim, demand or right may behasserted by the any
claim of setoff, counterclaim, counter demand,
waivers
Borrower, the Guarantor, or both.
and
warrants
the waivers are reasonable and Guarantor
above GUARANTOR'S UNDERSTANDING SNIT of lu?9nificance and consequences and th at. under the ci c " that each of ? aw? e , th the policy su rset ear warn shall d
mods with Guarantor's fee knowledge
not contrary to public policy or law. If °iYav °UO hpublic policy termined to be contrary to any
effective only to the extent permitted by whether now
may now have or hereafter a quire e°g°?t Borrower whether or riotdBorrower becomes
hereafter SUBORDINATION BORROWER'S that G 'Guarantor GUARANTOR.
created, shall be superior to to any any claim
a Guarantor hereby exproagly, subordinates have against Borrower, upon any account whatsoever, to any
claim m that Lender may now or r hereafter have againt any eorroBorroclaim wer. In Guarathe event of Insolvency and ntor may voluntary liquidation or _otherwise, tiaaesk?ts of Borrower
ePPlicabls to Borrower,
claim that nd ave against
through bankruptcy, the by an assignment both for the n of c s, by to Lender and shall be first applied by Lender to the Indebtedness.
the payment of of the claims of both Lender and GU8r Guarantor shall hah b bit paid
Guarantor does hereby assign to Lender all claims which It may have or acquire against Borrower or against any assignee or trustee In
for the purpose of assuring to Lender fee payment in
of Borrower; Indebtedness. however, that such assign note a °cr alt agrdeamer? now or hereafter evidencing any debts or obligations of
bankruptcy
legal tender the for shall be If Leder a requests. any
Borrower to Guarantor ereb bas marked ame othat the same are subject: to
Guarantor, from time to time this e Rana g s at ? and ^o° ti? °tionr sails rights
agrees, and Lender is hereby authorized,
ad to execute documents and to lairs such other actions as Lender deems necessary or appropriate
this Guaranty.
MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Guaranty: entire
as
of the
and
erstanding
parties Amy. This Guaranty, uarr with any
alteration Raor amendment to tMs Guaranty shallbe effective u given In writing and
the matters set forth in this Guaranty. No or bound by the alteration or amendment.
signed by the party or parties sought to be charged loam whether ?, ?,
signed
Arbitration. Borrower and Guarantor and Lander agree that sill disputes, ikons and contrww°le° bates hear be arbitrated
from this Gusrsrtty or otherwise, lmkdrg with" Iknitstion contract °d tort disputes, sh11 be party. No act to
p class in murk, Rulso srisotY Arbitration Assooistlon in effect at the lima the clAn Is flied. upon requeort of alther
agreement. mot
rid shad ^ aonatMAe a waiver of this arbitration agreement or be prohibited by this dead a of trust t. T is
pursuant the at t any of
Coestsrd the
tack or dispose order; ktvoldno a P?a of sale undo any
o an
includes. mortgage; btain ern a writ. obaMri~hment or ns b*xwlJ w rkesf itlon o of • a temporary rocolvet; or re°?exercle^S kq a y rights relmft to personal Property. crc
claims,
such s writ of w widen t kadlicloll process pursuant to Article S of the Uniform Comme bd Code. ce.Any disputes, krdhg takcg
oor dispoeobtaining
I of such emir ell or exercise of any right, concerning °^y
dsposfng
relodn to sat. the Coletersli shoe also be arbitrated. provided however that no
c corttrovkaled ciim . or tiles Iavrh+Mh modify of r leneementas of any
lecn to rescind. nfotm ig od»the p ? or restrain any sot of any party. Judgment upon any award reederkd by any arbitrator
may be sere hew the ?igiR or the power In this Guwarity shell precksde any P°Ky from seekcne equitable relief from a court
may be a ant Jd it any court hsvits ft ofllbrita toped. wshre, lahes. and sknlw doctrines which would otherwise be applicable in
of competent get bytlen. The sleets of isbleany arbitration Pm?q. and the commememsnt of sn abitrsdcn proceeding shell be
de edge bhrou e e ? ? bas ° for time time tea. The Federd Arbitration Act shear apply to the construction. Interpate*m, and
deemed the com nrrtrkncenarnt of an action
enforcement of this arbitration provision. fees Attorneys' Fees; Expenses. Guarantor agrees to pay upon demand all of Lender's costs and Lexpenses, ender may his Inor pay cluding Le
eomeons a e to help
include Lender's
expanses expenses for bankruptcy
and Lender's legal expenses, Incurred in connection with the enforcement of this Guaranty. such enforce this Guaranty, d%u°? Wr??po? not tcosts here lase lawsuit. Including attorneys'
enforcement.
tees and Costs legal and
by the corurtipated poet judgment collection
attorneys' fees and legal expenses any a proceedings (including efforts to modify ourtvcosts and such additional fees as may )be directedand
services. Guarantor also shall pay
Caption Headings. Caption headings in this Guaranty are for convenience purposes only and are not to be used to interpret or define the
provisions of this Guaranty.
Goveming Law. This euvanty will be governed by federal law applicable to Lender and. to the extent not preempted by federal low the
y f eder
laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions. This Guaranty has ben accepted by Lender
in the Commonwsshh of Pennsylvania.
Choice of Venue. If there Is a lawsuit, Guarantor agrees upon Lender's request to submit to the jurisdiction of the courts of Cumberland
County, Commonwealth of Pennsylvania. this
and parol
the Integration. Guarantor further agrees that Guarantor has read and fully understan>*e he erms fully reflects nty; Guarantor has had
opportunity to be advised by Guarantor's attorney with respect to this Guaranty;
Guarantor losses,
of the
evidence Is not ran and ced to Interpret the terms of this Guaanty. Guarantor hereby osts (including Lender's attorneysrfa s) suffered or Incurred by Leer as ahresult Lof any harmless
breach by all
claims, damages,
warranties, representations and agreements of this paragraph.
interpretation. In ail cases where there is more then one Borrower or Guarantor, then all words used In this Guaranty in the singular shall
d in this Guaranty or when this Guaranty is executed by more than one Guarantor, the words "Borrower" and "Guarantor?rrower
be deemed
respectively shall mean all and any one or more of them. The words "Guarantor," "Borrower," and "lender" Include the helm, successors,
named in
COMMERCIAL GUARANTY
I Nn- 227614-03 (Continued)
Page 3
assigns, and transferees of each of them. If a court finds that any provision of this Guaranty is not valid or should not be enforced, Mat
fact by Itself will not mean that the rest of this Guaranty will not be valid or enforced. Therefore, s court will enforce the rest of the Guaranty
be found to
unenforceable. It provisions of this more re corporations vprtnerships, limited Ii bility companies orisimilar entities it it Is Is not not necessary one for or more Lender o to inquire
even If a Borrower or of re
Into the powers ers Borrower or md,e or created in reliance upon the professed exercise of such powe s shall be guaranteed under his
their behalf, and any indebted
Guaranty.
deposited with
Notices. Unless otherwise provide by applicable law, any notice required to be given under this Guaranty shall be given in writing, a tolefacsim
uired
when
less othe
when deposited in the UfnitenStates malame?t classby
shall io effective when actually deliver.or, if mailedactually received
its address fe istered under
a nationally recognized overnight toes innin of this Guaranty. Any party may notices
postage prepaid, directed to the addresses shown near the beg g se of the this Guaranty by giving formal al written notice to the a?hnf oamedsatsall times of Gustran or eocurrsnt addrsiss.isUnlessaog
herwlai p o'viddrbYs.
Lender
For notice purposes, Guarantor egress to keep
applicable law, if there is more then one Guarantor, any notice given by Lender to an Guarantor is deems to be notice given to e
given iting and
such
Guar
this
Guarantors. any rights
a waiv r ofasuchiver
orianrother
No Welver by Lander. Lander shall not be deemed to have mission on the part of Lender Ine xercising any right shall operate asless
signed ed by by Lender. Le delay or omission shall not prejudice or constitute a waiver of Lender's right otherwise to demand
strict right, compliance waiver by Lender of provision or provision of any his other Guaranty provision of this Guaranty. No prior waiver by Lender, nor an course of dealing between
instance shall not transactions.
and Guar with that proh
Lander and Guarsntor, shag constitute required fvunnder hie Guaranty, the rights or granting of any of of such consent by Lender obligations as to
Whenever the consent of to Lender continuing consent sent to subsequent instances where such consent is required and in all cases such consent may be grants or withhold In
the sole discretion of Lender.
Successors and Assigns. The terns of this Guaranty shag be binding upon Guarantor, and upon Guarantor's heirs, persona
representatives, successors, and assigns, and shall be enforceable by Lender and its osuucc :and , assigns.
brought either
hereby wales the right to any jury trial in any em
Waive Jury. Lender and Guersnntor
Lender or Guarantor agsist the other.
and terms
to dollar amounts shag mean follow I lawful monnsy o} when the used United in this States of Guaranty. America. Unless Words specifically
DEFINITION8. The following capitalized
gular snti ll references include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise
use in its singular a state t the contrary,
defined in this Guaranty shell haw the meanings attributed to such terms In the Uniform Commercial Code:
have t
Borrower. The word "Borrower' moos Carleton Communications, Inc. and includes all co-signers and co-makers signing the Note and all
their successors and assigns. without limitation Charles L. Rothstein, and In each
Guarsntor• The word "Guarantor" means everyone signing this Guaranty, including
case, any signer's successors and assigns.
Guore nty. The word "Guaranty" means this guaranty from Guarantor to Lender.
Indebtedness, The word "Indebtedness" means Borrower's InUnion, debtedness Its to successors Lender a and more particularly describe in this Guaranty. assigns.
Lender. The word "Lender" means Members arei Credit t of !360,000.00 from Borrower
Note. The word "Note" means the promissory note dated June 21, 2007, in the original principal unourr
to Lander, together with all renewals of, extensions of, modification of, refinancings of, consolidations of, and substitution for he
promissory note or agreement.
trust, security deeds Dilate el nnoRan aegireem all s, environmental
Related Documents. The words "Related Documents" mean all promissory notes, credit
agreements, documents, security agreements, mortgages, agreements and nd whether now or hereafter existing, execute In connection with the Indebtedness.
PROTHONOTARY O APPEAR AT ANY TIME
CONFESSION OF JUDGMENT. CLERK OF ANY COURT N THE COMMONWEALTH OF PENNSYLVANIA, RREELSEWHERE, T
ENTER
OR OR C
FOR GUARANTOR AFTER THEN AMOUNTS FOR HE ENTIRE PRINCIPAL BALANCE OF HOS GU RAUNTY AND ALL ACC U? D INTE EST, LATE
SECURING THE
JUDGMENT AGAINST GUARA COLLATERAL
CHARGES AND ANY AWITH COUNTS OSTS OFPSUTEAND OR ADVANCED BY LENDER RELATING TO AN ATTORN Y'S COMM SS ON OF TENpPERCENT (10%) OF HE UNPAID
INDEBTEDNESS, TOGETHER DOLLARS 05001
PRINCIPAL BALANCE AND ACCRUED TS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; ATHAN FIVE ND FOR SO DOING, D THIS GUARANTY OR
THIS GUARANTY
GRANTED
AUTHORITY
ON WHICH JUDGMENT OR JUO(i THE
A COPY THIS GUARANTY MENT GUARANTORS ALL N TB ESEXHAUS D BYRANY EX RCISE OF THAT AUT ORITY, BUT SHALL
TO CONFESS JUDGMENT AGAINST
CONTINUE FROM B EWAIV S AN RIIGHT GUARANTOR MAY HAVE TO NOTICE OR TO AOHEARING N CONNECTION WITH ANY SUCH
GUARANTOR HEREBY CONFESSION OF
CONFESSION JUDGMENT GUARA TORS ATTENTION OR GUARANTOR HAS BEEN REPR S NTED BY INDEPE DENTS LEGAL COUNSEL.
JUDGMENT PROVISION T TO
COMMERCIAL GUARANTY Page 4
(Continued) AND
Loan No: 227614-03
EFFECT VE U ON GUARANTOR SGEXECUTION AND
REES TO ITS EACH UNDERSIGNED GUARANTOR UNDERSTANDS HAT4 H ALLGUARANTYTHE ISIONS
TERMS. IN ADDITION. , EACH H GUARANTOR
IN T O MAKE THIS GUARANTY
DELIVERY OF THIS GUARANTY "T NTHE GUARANTY WILL O FORMAL ACCEPTANCE BY LENDER IS NECESSARY N THE MANNER SET FORTH
IN THE SECTION TITLED "DURATION OF GUARANTY
EFFECTIVE. THIS GUARANTY IS DATED JUNE 21. 2007.
INTENDED THAT HIS GUARANTY IS AND SHALL CONSTITUTE AND HAVE THE EFFECT
THIS GUARANTY IS GIVEN UNDER SEAL AND IT IS
LAW.
OF A SEALED INSTRUMENT ACCORDING TO
GUARANTO '
., '' .:: .Seal)
INDIVIDUAL ACKNOWLEDGMENT
COMMONWEALTH OF PENNSYLVANIA I
f?i/ /11e ! ?L?ll U
COUNTY OF 1
L9Lp day of ?? . 20? before me
On?thi?? ethe undersigned Notary Public, personalhl sppsersd Charles L. Rothstein, known to me or satisfactorily
proven) to be the person whose name is subscribed to the within Instrument, and acknowledged that he or she executed the same for the
purpose therein a contained.
In witnes whereof, 1 hereunto set my hand and official seal.
COMMONWEALTH OF PENNSYLVANIA
Noland Seel Notary Public In and for the State of
Lira L Holes, Nobly Rift Upper Allen Twp., Crrnbedand Courdy
My Commiesloa E*m Jan. 25, 2011
Member, Famsynrame Assoomon 7x /w,s11R
Now- 1AY11 FM L."M. 71". S.73AOA * CAP. 7rwd Pow" /WYw,. M. W. am. M ????. ?? . M
VERIFICATION
1, Dan Summers, Collection Manager for Members V Federal Credit Union, acknowledge
I have the authority to execute this Verification on behalf of Members 1" Federal Credit Union and
certify that the foregoing Complaint for Confession of Judgment is based upon information which
has been gathered by my counsel in the preparation of the lawsuit. The language of this document
is that of counsel and not my own. I have read the document and to the extent the Complaint for
Confession of Judgment is based upon information which I have given to my counsel, it is true and
correct to the best of my knowledge, information and belief. To the extent the content of the
Complaint for Confession of Judgment is that of counsel, I have relied upon counsel in making this
Verification.
This statement and Verification are made subject to the penalties of 18 Pa. C.S. § 4904
relating to unsworn falsification to authorities, which provides that if I knowingly make false
averments, I may be subject to criminal penalties.
MEMBERS 1ST FEDERAL CREDIT UNION
By' Shy
Dan Summers, Collection Manager
RECEIVED
MAR r.S21V
sue' i. ".'S
Christopher E. Rice, Esquire
Attorney I.D. No. 90916 = :?
Seth T. Mosebey, Esquire - CO
Attorney I.D. No. 203046
MARTSON DEARDORFF WILLIAMS OTTO GILROY & FALLER
MARTSON LAW OFFICES
10 East High Street -
Carlisle, PA 17013
(717) 243-3341
Attorneys for Plaintiff
MEMBERS 1 FEDERAL CREDIT : IN THE COURT OF COMMON PLEAS OF
UNION, : CUMBERLAND COUNTY, PENNSYLVANIA
Plaintiff
v :NO. 2011 - CIVIL TERM
CHARLES L. ROTHSTEIN,
Defendant
CERTIFICATE OF RESIDENCE
We hereby certify that the last known address of the Defendant is:
Charles L. Rothstein
40 Avon Lane
Staten Island, NY 10314
The address of Plaintiff is: 5000 Louise Drive, Mechanicsburg, PA 17055
MARTSON LAW OFFICES
By: .? ` ?0-4
Christopher E. Rice, Es •e
Date: ! z? Seth T. Mosebey, Esquire
Attorneys for Plaintiff
Christopher E. Rice, Esquire rCUI -,
Attorney I.D. No. 90916
j
Seth T. Mosebey, Esquire =y rv P
'
Attorney I.D. No. 203046
MARTSON DEARDORFF WILLIAMS OTTO GILROY & FALLER '
MARTSON LAW OFFICES ' ,
10 East High Street -
Carlisle, PA 17013
(717) 243-3341
Attorneys for Plaintiff
MEMBERS 1" FEDERAL CREDIT
UNION,
Plaintiff
V.
CHARLES L. ROTHSTEIN,
Defendant
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
:NO. 2011 -
CIVIL TERM
AFFIDAVIT
I, Seth T. Mosebey, Esquire, attorney for Plaintiff, hereby certify, that to the best of my
knowledge, that the Confession of Judgment attached is not being entered against a natural person
in connection with a consumer credit transaction.
J.
Seth T. Mosebey, Esqui e
Sworn to and subscribed
before me this afik day of 2011.
At A (")J I A 0
N t Public
COMMONWEA TH OF PEN
Nobilal $"I
Mary M. Prim, Notary PubNc
CarWk 8oro, Cumberland County
My CarMrMSelon B" Aug. 18, 2015
MEMBER, ?ENNSYLVANIA TION OF NOTARIES
Christopher E. Rice, Esquire
Attorney I.D. No. 90916
Seth T. Mosebey, Esquire
Attorney I.D. No. 203046
MARTSON DEARDORFF WILLIAMS OTTO GILROY & FALLER
MARTSON LAW OFFICES
10 East High. Street
Carlisle, PA 17013
(717) 243-3341
Attorneys for Plaintiff
MEMBERS 1" FEDERAL CREDIT
UNION,
Plaintiff
V.
CHARLES L. ROTHSTEIN,
Defendant
>
'0
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
NO. 2011 - may CIVIL TERM
AFFIDAVIT AS TO MILITARY SERVICE
COMMONWEALTH OF PENNSYLVANIA )
:SS.
COUNTY OF CUMBERLAND )
Seth T. Mosebey, Esquire, being duly sworn according to law, deposes and says that he has
authority to make this affidavit on behalf of his client, and to the best of his knowledge, information
and belief, the Defendant Charles L. Rothstein is not in the military service of the United States of
America, that he has knowledge that Charles L. Rothstein resides at 40 Avon Lane, Staten Island,
New York.
Seth T. Mosebey, Esqui e
Sworn to and subsc bed before me
this?_ day of ?, 2011.
o ublic
COMMONWEALTH OF PENNSYLVANIA
N00041 U&I
Mary M. Price, Notary Public
Carilsle Born, Cumberland County
My Corns MOM Aug. 18, 2015
MEMBM PEWNSn.VANU assoaAnoN of NOTARIES
Christopher E. Rice, Esquire
Attorney I.D. No. 90916` =-
Seth T. Mosebey, Esquire
Attorney I.D. No. 203046 ` c
MARTSON DEARDORFF WILLIAMS OTTO GILROY & FALLER
MARTSON LAW OFFICES , .,
10 East High Street
Carlisle, PA 17013
(717) 243-3341
Attorneys for Plaintiff
MEMBERS I' ` FEDERAL CREDIT
UNION,
Plaintiff
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
V.
CHARLES L. ROTHSTEIN,
Defendant
NO. 2011 - CC ?-b? CIVIL TERM
NOTICES IN CONNECTION WITH JUDGMENTS BY CONFESSION
REQUIRED BY 42 PA. C.S.A. §2737.1. (Act 105 of 2000)
To: Defendant
PURSUANT TO 42 PA. C.S.A. SECTION 2737.1, IF YOU HAVE BEEN INCORRECTLY
IDENTIFIED AND HAD A CONFESSION OR JUDGMENT ENTERED AGAINST YOU,
YOU ARE ENTITLED TO COSTS AND REASONABLE ATTORNEY FEES AS
DETERMINED BY THE COURT.
INSTRUCTIONS REGARDING THE PROCEDURE TO STRIKE THE CONFESSED
JUDGMENT ARE SET FORTH BELOW:
Pennsylvania Rule of Civil Procedure 2959 - Striking Off Judgment
(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 Pennsylvania Rule of Civil Procedure 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 or before the return 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) judgments entered prior to the effective date of
subdivision (g) which have not been stricken or opened as of the effective date and (2) judgments
entered on or after the effective date.
You may have other rights available to you other than as set forth in this notice. 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
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 eligibl
no fee. e persons at a reduced fee or
Cumberland County Bar Association
32 South Bedford Street
Carlisle, Pennsylvania 17013
Telephone (717) 249-3166
UNITED STATES BANKRUPTCY COURT iit-
FOR THE MIDDLE DISTRICT OF PENNSYLVANIA n -0 n
IN RE: : IN BANKRUPTCY - - "' '' -,--,
CHARLES L. ROTHSTEIN : BK. NO. 1-14-bk-02783 MDF .. "° CD �''
C:
Debtor : CHAPTER 7 PROCEEDING IN.) 1--,
c-
ma- ...,
CHARLES L. ROTHSTEIN : LIEN AVOIDANCE ,.r•
'
Movant : COURT OF COMMON PLEAS
: CUMBERLAND COUNTY, PENNSYLVANIA
V.
: NO. 201.1-8204 CIVIL TERM
MEMBERS 1ST FEDERAL CREDIT
UNION
Respondent
ORDER OF COURT VOIDING JUDICIAL LIEN
In consideration of the within Motion for Order Avoiding Judicial Lien, filed by Counsel
for the Debtor/Movant, the Court finds the Respondent has failed to file an Answer or otherwise
plead to the Motion for an Order Avoiding Judicial Lien filed on July 8, 2014.and duly served
upon the Respondent; therefore, the Court orders judgment in favor of the Debtor/Movant,
Charles L. Rothstein, and against the Respondent, Members 1st Federal Credit Union as to the
relief requested in the Motion.
IT IS HEREBY ORDERED, adjudged and decreed that the judgment lien held by the
Respondent, is hereby declared void in its entirety and of no further force and effect as it violates
11 U.S.C. Section 522(f)(1) and interferes with 11 U.S.C. Section 522(d).
By the Court,
Chief Bankruptcy Judge
(JK)
CERTIFIED FROM THE RECORD this/
aytkk SCi•st a 4"1 day of ��
OAA Sq-) Clerk, U.S. LY
Dated: August 5, 2014 �_ I ' T1 Per
Deputy Clerk
Case 1:14-bk-02783-MDF Doc 22 Filed 08/05/14 Entered 08/05/14 15:53:45 Desc
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