HomeMy WebLinkAbout12-0640_y
Darrell C. Dethlefs, Esquire
ID #58805 t
Dethlefs-Pykosh Law Group, LLC _
,.., a ski ??{?--3i•
2132 Market Street
Camp Hill, Pennsylvania 17011
Telephone - (717) 975-9446
Fax - (717) 975-2309
DDethlefsna.aol.com Attorney for Plaintiff
MID PENN BANK, IN THE COURT OF COMMON PLEAS
Plaintiff, CUMBERLAND COUNTY, PENNSYLVANIA
V.
I?_- (oq0
No.: 44- - CIVIL TERM
WSW ENTERPRISES, LLC,
AAW DISTRIBUTOR, LLC,
STANLEY A. WATTS, JR. and
WENDY S. WATTS, CONFESSED JUDGMENT
Defendants
CONFESSION OF JUDGMENT
Pursuant to the Confession of Judgment paragraph/warrant contained in the
Promissory Note dated June 17, 2008, the originals or copies of which are attached to the
Complaint filed in this action, I appear for the Defendants, WSW Enterprises, LLC, AAW
Distributor, LLC, Stanley A. Watts, Jr. and Wendy S. Watts, and confess judgment in favor of
the Plaintiff, Mid Penn Bank, and against Defendants, WSW Enterprises, LLC, AAW
Distributor, LLC, Stanley A. Watts, Jr. and Wendy S. Watts, as follows relative to the
aforementioned Note:
Unpaid Principal through 1/24/2012 $ 386,541.46
Past Due Interest through 1/24/2012 $ 1,095.20
Late Fees $ 227.98
Costs $ TBD
Attorneys' Commission (10%) $ 38,763.67
TOTAL $ 426,628.31
with interest from the date of the filing of this action, on the total sum of ($426,628.31), at the
rate of 4.2500% simple interest, which computes to a per diem of 45.63.
Resp c ully Submitted,
Dated:
D rrell C. Dethlefs, Esquire
CkIl J1.LL4-
??ice 5 !5
r _
Darrell C. Dethlefs, Esquire T
ID #58805 t' `ice 9 ,, 1
Dethlefs-Pykosh Law Group, LLC ' t
2132 Market Street
Camp Hill, Pennsylvania 17011
Telephone - (717) 975-9446
Fax - (717) 975-2309
DDethlefsQaol.com
MID PENN BANK, IN THE COURT OF COMMON PLEAS
Plaintiff, CUMBERLAND COUNTY, PENNSYLVANIA
V.
No.: 1-1-- qb - CIVIL TERM
WSW ENTERPRISES, LLC,
AAW DISTRIBUTOR, LLC,
STANLEY A. WATTS, JR. and
WENDY S. WATTS, CONFESSED JUDGMENT
Defendants
COMPLAINT
CIVIL ACTION - COMPLAINT IN CONFESSION OF JUDGMENT
Plaintiff, Mid Penn Bank, by its attorneys, the Dethlefs-Pykosh Law Group, LLC, by
Darrell C. Dethlefs, Esquire, files this Complaint in Confession of Judgment for Money and in
support thereof avers as follows:
1. Plaintiff, Mid Penn Bank, is a Pennsylvania financial institution existing under
the laws of the Commonwealth of Pennsylvania, with its principal office located
at 349 Union Street, Millersburg, Dauphin County, Pennsylvania.
2. Defendant, WSW Enterprises, LLC is a Pennsylvania Limited Liability Company
with an office located at 770 West South Street, Carlisle, Cumberland County,
Pennsylvania 17013.
3. Defendant, AAW Distributor, LLC, is a is a Pennsylvania Limited Liability
Company with an office located at 770 West South Street, Carlisle, Cumberland
County, Pennsylvania 17013.
4. Defendant, Stanley A. Watts, Jr., is an adult individual currently residing at 6335
Oxford Road, Gardners, Adams County, Pennsylvania 17324.
5. Defendant, Wendy S. Watts, is an adult individual currently residing at 6335
Oxford Road, Gardners, Adams County, Pennsylvania 17324.
6. On or about June 17, 2008, Defendant, AAW Distributor, LLC, executed a
Promissory Note, which authorized the confession of judgment against the
Defendant, AAW Distributor, LLC. (A true and correct copy of the Promissory
Note is attached hereto, made part hereof and marked as Exhibit "A")
7. On or about June 17, 2008, Defendant, AAW Distributor, LLC, executed a
Disclosure for Confession of Judgment. (A true and correct copy of the
Disclosure is attached hereto, made part hereof and marked as Exhibit "B").
8. On or about June 17, 2008, Defendant, Wendy S. Watts, executed a
Commercial Guarantee, which authorized the confession of judgment against
the Defendant, Wendy S. Watts. (A true and correct copy of the Commercial
Guarantee is attached hereto, made part hereof and marked as Exhibit "C")
9. On or about June 17, 2008, Defendant, Wendy S. Watts, executed a Disclosure
for Confession of Judgment. (A true and correct copy of the Disclosure is
attached hereto, made part hereof and marked as Exhibit "D")
10. On or about June 17, 2008, Defendant, Stanley A. Watts, Jr., executed a
Commercial Guarantee, which authorized the confession of judgment against
the Defendant, Stanley A. Watts, Jr. (A true and correct copy of the Commercial
Guarantee is attached hereto, made part hereof and marked as Exhibit "E")
11. On or about June 17, 2008, Defendant, Stanley A. Watts, Jr., executed a
Disclosure for Confession of Judgment. (A true and correct copy of the
Disclosure is attached hereto, made part hereof and marked as Exhibit "F).
12. On or about June 17, 2008, Defendant, WSW Enterprises, LLC, executed a
Commercial Guarantee, which authorized the confession of judgment against
the Defendant, WSW Enterprises, LLC. (A true and correct copy of the
Commercial Guarantee is attached hereto, made part hereof and marked as
Exhibit "G").
13. On or about June 17, 2008, Defendant, WSW Enterprises, LLC, executed a
Disclosure for Confession of Judgment. (A true and correct copy of the
Disclosure is attached hereto, made part hereof and marked as Exhibit "H")
14. By letter dated March 11, 2011, Plaintiff informed Defendants, WSW
Enterprises, LLC, Stanley A. Watts, Jr. and Wendy S. Watts, of the occurrence
of the Term Note Default and formally demanded that the same be cured. (A
copy of the March 11, 2011 correspondence is attached hereto, made part
hereof and marked as Exhibit "I").
15. The originals of the aforementioned documents are available, for inspection and
production, upon request to Plaintiff.
16. The Promissory Note and Commercial Guaranties authorized the entry of
judgment after default.
17. The obligation of all Defendants to Plaintiff, Mid Penn Bank, is in default.
18. Judgment is not being entered by confession against a natural person in
connection with a consumer credit transaction.
19. Judgment has not been entered on this instrument in any other jurisdiction.
20. An itemization of the amount due under the Note, including interest, attorneys'
commission is as follows:
Unpaid Principal through 1/24/2012 $ 386,541.46
Past Due Interest through 1/24/2012 $ 1,095.20
Late Fees $ 227.98
Costs $ TBD
Attorneys' Commission (10%) $ 38,763.67
TOTAL $ 426,628.31
WHEREFORE, the Plaintiff, Mid Penn Bank„ as authorized by the Confession of
Judgment warrant contained in the aforementioned documents, demands judgment against
the Defendants, WSW Enterprises, LLC, AAW Distributor, LLC, Stanley A. Watts, Jr. and
Wendy S. Watts, in the total sum of $426,628.31, with interest from the date of the filing of
this action, on the total sum of ($426,628.31), at the simple rate of 4.2500% per year, which
computes to a current per diem of $45.63.
Dated:
Re bmitted,
Darrell C. Dethlefs, Esquire
Darrell C. Dethlefs, Esquire
ID # 58805
Dethlefs-Pykosh Law Group, LLC
2132 Market Street
Camp Hill, Pennsylvania 17011
Telephone - (717) 975-9446
Fax - (717) 975-2309'
DDethlefsna.aol.com
MID PENN BANK, IN THE COURT OF COMMON PLEAS
Plaintiff, CUMBERLAND COUNTY, PENNSYLVANIA
V.
No.: 11- - CIVIL TERM
WSW ENTERPRISES, LLC,
AAW DISTRIBUTOR, LLC,
STANLEY A. WATTS, JR. and
WENDY S. WATTS, CONFESSED JUDGMENT
Defendants
Certificate of Residence pursuant to Pa. R.C.P. 2951(a)(2)
I, Darrell C. Dethlefs, Esquire, hereby certify, based upon research conducted by me
and a review of documents provided to me that the addresses of the parties are as follows:
1. Plaintiff, Mid Penn Bank, is a Pennsylvania financial institution existing under
the laws of the Commonwealth of Pennsylvania, with its principal office located
at 349 Union Street, Millersburg, Dauphin County, Pennsylvania.
2. Defendant, WSW Enterprises, LLC is a Pennsylvania Limited Liability Company
with an office located at 770 West South Street, Carlisle, Cumberland County,
Pennsylvania 17013.
3. Defendant, AAW Distributor, LLC, is a is a Pennsylvania Limited Liability
Company with an office located at 770 West South Street, Carlisle, Cumberland
County, Pennsylvania 17013.
4. Defendant, Stanley A. Watts, Jr., is an adult individual currently residing at 6335
Oxford Road, Gardners, Adams County, Pennsylvania 17324.
5. Defendant, Wendy S. Watts, is an adult individual currently residing at 6335
Oxford Road, Gardners, Adams County, Pennsylvania 17324
Respectful S bmitted,
Dated: ??--
Darrell C. Dethlefs, Esquire
Attorney Id. No.: 58805
2132 Market Street
Camp Hill, PA 17011
(717) 975-9446
MID PENN BANK, .
Plaintiff,
V.
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PENNSYLVANIA
No.: 11- - CIVIL TERM
WSW ENTERPRISES, LLC,
AAW DISTRIBUTOR, LLC,
STANLEY A. WATTS and
WENDY S. WATTS, CONFESSED JUDGMENT
Defendants
VERIFICATION
I hereby verify that the statements of fact made in the foregoing documents are true
and correct to the best of my personal knowledge, information and belief. I understand that
any false statements therein are subject to the criminal penalties contained in 18 Pa C. S. §
4904, relating to unsworn falsification to authorities.
Date:
er
my Nsf
Title: P. Asset Recovery Manager
Mid Penn Bank
?'oao 5/G 3 ? ?
U.S. Small Business Administration
NOTE
SBA Loan # PLP 3204486008
SBA Loan Name WSW Enterprises, LLC
Date JUNE 17. 2008
Loan Amount 420,000.00
Interest Rate 6.00% (VARIABLE AT WALL STREET JOURNAL PRIME RATE + 1.00'x.)
Bomower WSW Enterprises, LLC
Operating
Company WSW Enterprises, LLC
Lender Mid Penn Bank
1. PROMISE TO PAY:
In return for the Loan, Borrower promises to pay to the order of Lender the amount of
FOUR HUNDRED TWENTY THOUSAND AND NO Dollars,
interest on the unpaid principal balance, and all other amounts required by this Note.
2. DEFINITIONS:
"Collateral" means any property taken as security for payment of this Note or any guarantee of this Note.
"Guarantor" means each person or entity that signs a guarantee of payment of this Note.
"Loan" means the loan evidenced by this Note.
"Loan Documents" means the documents related to this loan signed by Borrower, any Guarantor, or anyone who
pledges collateral.
"SBA" means the Small Business Administration, an Agency of the United States of America.
S8A Forth 147 (06103/02) Verson 4.1 'pr"
Wolters Kluwer Financial Se
0 0
3. PAYMENT TERMS;
Borrower must make all payments at the place Lender designates. The payment terms for this Note are:
The interest rate on this Note will fluctuate. The initial interest rate Is 6.00% per annum.
Borrower must pay principal and Interest payments of $2,707.00 every month, beginning one month from the month
this Note is dated; payments must be made on the 17th calendar day In the months they are due.
Lender will apply each installment payment first to pay interest accrued to the day Lender receives the payment, then
to bring principal current, then to pay any late fees, and will apply any remaining balance to reduce principal.
The interest rate will be adjusted monthly (the "change period").
The "Prime Rate" is the prime rate in effect on the first business day of the month in which an interest rate change
occurs, as published in the Wall Street Journal on the next business day.
The adjusted interest rate will be 1.00% above the Prime Rate. Lender will adjust the interest rate on the first
calendar day of each change period. The change in interest rate is effective on that day whether or not Lender gives
Borrower notice of the change. The initial interest rate must remain in effect until the first change period begins.
Lender must adjust the payment amount at least annually as needed to amortize principal over the remaining term of
the note.
If SBA purchases the guaranteed portion of the unpaid principal balance, the interest rate becomes fixed at the rate
in effect at the time of the earliest uncured payment default. If there is no uncured payment default, the rate becomes
fixed at the rate in effect at the time of purchase.
All remaining principal and accrued interest is due and payable 25 years from date of Note.
Notwithstanding anything to the contrary:
Borrower may prepay this Note. Borrower may prepay 20% or less of the unpaid principal balance at any time
without notice.. If Borrower prepays more thab 20% and the Note has been sold on the secondary market, Borrower
must;
a. Give Lender written notice;
b. Pay all accrued interest; and
c. If the payment is received less than 21 days from the date Lender receives the notice, pay an amount equal to 21
days Interest from the date Lender receives the notice, less any interest accrued during the 21 days and paid under
subparagraph b. above.
If Borrower does not prepay within 30 days from the date Lender receives the notice, Borrower must give Lender a
new notice.
fst3A Form 147 (08k=2) Version 4.1 Page 21e
Wolters Kluwer Flnanclal Services, St. Cloud, MN
SBA 147: Note Page 2 Continuation
Continuation of "..."
Prepayment Charge: When in any of the first 3 years fron the date of initial disbursement Borrower voluntarily
prepays more than 25% of the outstanding principal balance of the loan, Borrower must pay to Lender on behalf
of SBA a prepayment fee for that year as follows:
a. During the first year after the date on which the loan is first disbursed, 5% of the total prepayment amount;
b. During the second year after the date on which the loan is first disbursed, 3% of the total prepayment
amount; and
c. During the third year after the date on which the loan is first disbursed,1 % of the total prepayment amount.
Late Charge: If a payment on this Note is more than 10 days late, Lender may charge Borrower a late fee up to
5% of the unpaid portion of the regularly scheduled payment.
Page 1 Bankers Systems, Inc., St. Cloud, MN
4. DEFAULT:
Borrower is in default under this Note if Borrower does not make a payment when due under this Note, or if Borrower
or Operating Company:
A. Fails to do anything required by this Note and other Loan Documents;
B. Defaults on any other loan with Lender;
C. Does not preserve, or account to Lender's satisfaction for, any of the Collateral or its proceeds;
D. Does not disclose, or anyone acting on their behalf does not disclose, any material fact to Lender or SBA;
E. Makes, or anyone acting on their behalf makes, a materially false or misleading representation to Lender or SBA;
F. Defaults on any loan or agreement with another creditor, if Lender believes the default may materially affect
Borrower's ability to pay this Note;
0. Fails to pay any taxes when due;
H. Becomes the subject of a proceeding under any bankruptcy or insolvency law;
1. Has a receiver or liquidator appointed for any part of their business or property;
J. Makes an assignment for the benefit of creditors;
K. Has any adverse change in financial condition or business operation that Lender believes may materially affect
Borrower's ability to pay this Note;
L. Reorganizes, merges, consolidates, or otherwise changes ownership or business structure without Lender's prior
written consent; or
M. Becomes the subject of a civil or criminal action that Lender believes may materially affect Borrower's ability to
pay this Note.
5. LENDER'S RIGHTS IF THERE IS A DEFAULT:
Without notice or demand and without giving up any of its rights, Lender may:
A. Require immediate payment of all amounts owing under this Note;
B. Collect all amounts owing from any Borrower or Guarantor;
C. File suit and obtain judgment;
D. Take possession of any Collateral; or
E. Sell, lease, or otherwise dispose of, any Collateral at public or private sale, with or without advertisement.
6. LENDER'S GENERAL POWERS:
Without notice and without Borrower's consent, Lender may:
A. Bid on or buy the Collateral at its sale or the sale of another lienholder, at any price it chooses;
B. Incur expenses to collect amounts due under this Note, enforce the terries of this Note or any other Loan
Document, and preserve or dispose of the Collateral. Among other things, the expenses tray include payments
for property taxes, prior liens, insurance, appraisals, environmental rernediation costs, and reasonable attorney's
fees and costs. If Lender incurs such expenses, it may demand immediate repayment from Borrower or add the
expenses to the principal balance;
C. Release anyone obligated to pay this Note;
D. Compromise, release, rcnew, extend or substitute any of the Collateral; and
E. Take any action necessary to protect the Collateral or collect amounts owing on this Note.
SBA Form 147 (08103/02) Version 4.1 Pape 318
Wolters Kluwer Financial Services, St. Cloud, MN
0 •
7. WHEN FEDERAL LAW APPLIES:
When SBA is the holder, this Note will be interpreted and enforced under federal law, including SBA regulations.
Lender or SBA may use state or local procedures for filing papers, recording documents, giving notice, foreclosing
liens, and other purposes. By using such procedures, SBA does not waive any federal Immunity from state or local
control, penalty, tax, or liability. As to this Note, Borrower may not claim or assert against SBA any local or state law
to deny any obligation, defeat any claim of SBA, or preempt federal law.
8. SUCCESSORS AND ASSIGNS:
Under this Note, Borrower and Operating Company include the successors of each, and Lender includes its successors
and assigns.
9. GENERAL PROVISIONS:
A. All individuals and entities signing this Note are jointly and severally liable.
B. Borrower waives all suretyship defenses.
C. Borrower must sign all documents necessary at anytime to comply with the Loan Documents and to enable
Lender to acquire, perfect, or maintain Lender's liens on Collateral.
D. Lender may exercise any of its rights separately or together, as many times and in any order it chooses. Lender
may delay or forgo enforcing any of its rights without giving up any of them.
E. Borrower may not use an oral statement of Lender or SBA to contradict or alter the written terms of this Note.
F. If any part of this Note is unenforceable, all other parts remain in effect.
0. To the extent allowed by law, Borrower waives all demands and notices in connection with this Note, including
presentment, demand, protest, and notice of dishonor. Borrower also waives any defenses based upon any claim
that Lender did not obtain any guarantee; did not obtain, perfect, or maintain a lien upon Collateral; impaired
Collateral; or did not obtain the fair market value of Collateral at a sale.
SBA Form 147 (OSM3102) Version 4.1 Pape 416
Wolters Kluwer Financial Services, St. Cloud, MN
0
10. STATE-SPECIFIC PROVISIONS:
•
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°A) OF
THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE
HUNDRED DOLLARS ($500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE
IMMEDIATELY; AND FOR SO DOING, THIS NOTE OR A COPY OF THIS NOTE VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT
WARRANT. THE AUTHORITY GRANTED IN THIS NOTE TO CONFESS JUDGMENT AGAINST BORROWER SHALL NOT BE
EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES
UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS NOTE. BORROWER HEREBY WAIVES ANY RIGHT
BORROWER MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT 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.
SBA Forte 147 (o9/03M2) Version 4.1 Page &5
Wolters Kluwer Financial Services, St Cloud, MN
0
11. BORROWER'S NAME(S) AND SIGNATURE(S):
By signing below, each individual or entity becomes obligated under this Note as Borrower.
WSW Enterprises, LLC
June 17, 2008
Stanley A. Watts, Jr,
June 17, 2008
SBA Form 147 (00103x02) Version 4.1
Page BIB
Wolters Kluwer Financial Services, St. Cloud, MN
DISCLO*RE FOR CONFESSION OF `DGMENT
References in the shaded area are for Lender's use only and do not limit the apppplIicability of this document to any particular loan or item.
Anv Item above containin4 ""' has been omitted due to text length limitations.
Declarant: WSW Enterprises, LLC (TIN: 26.2103658) Lender: Mid Penn Bank
770 West Street Camp Hill Office
Carlisle, PA 17013 2101 Market Street
Camp Hill, PA 17011
DISCLOSURE FOR CONFESSION OF JUDGMENT
THE UNDERSIGNED IS EXECUTING ON BEHALF OF DECLARANT, THIS /7 DAY OF JWN-e- , 20 M,
PROMISSORY NOTE FOR $420,000.00 OBLIGATING DECLARANT TO REPAY THAT AMOUNT.
A. THE UNDERSIGNED UNDERSTANDS THAT THE NOTE CONTAINS A CONFESSION OF JUDGMENT PROVISION THAT WOULD PERMIT
LENDER TO ENTER JUDGMENT AGAINST DECLARANT IN COURT, AFTER A DEFAULT ON THE NOTE, WITHOUT ADVANCE NOTICE TO
DECLARANT AND WITHOUT OFFERING DECLARANT AN OPPORTUNITY TO DEFEND AGAINST THE ENTRY OF JUDGMENT. IN EXECUTING
THE NOTE, BEING FULLY AWARE OF DECLARANTS 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, 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 G, .,I BY CONFESSION AS PROVIDED FOR IN THE 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 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
DECLARANTS PROPERTY, IN FULL OR PARTIAL PAYMENT OF THE JUDGMENT. IN EXECUTING THE NOTE, BEING FULLY AWARE OF
DECLARANTS 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 MANN ER D BY /APPLICABLE STATE AND FEDERAL LAW, WITHOUT GIVING DECLARANT ANY ADVANCE NOTICE.
INITIALS: " >ss.:'s4 1
4 1? - Mw
C. AFTER HAVING READ AND DETERMINED WHICH OF THE FOLLOWING STATEMENTS ARE APPLICABLE, BY INITIALING EACH
STATEMENT THAT APPLIES, THE UNDERSIGNED REPRESENTS THAT:
1 vDECLARANT WAS REPRESENTED BY DECLARANTS OWN INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THE
NOTE.
7 A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THE CONFESSION OF JUDGMENT PROVISION IN THE NOTE TO
DECLARANTS ATTENTION.
THIS DISCLOSURE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS DISCLOSURE IS AND SHALL CONSTITUTE AND HAVE THE
EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW.
DECLARANT:
WSW ENTERPRISES, LLC
By:.sLUL..s` h7 (Soul)
en s, Me or o WS Enterprises, L C
By: (Seal)
w,V/,.s
tans y A. Watts, Jr., Member of WSW Enterprises,
LLC
LASER PRO Lwd Vw. 6.29.00001 Cop. IY n-1- $"-. MI6. 190.2099. AM NOR% PASO"" • M P.ICFN^U)30.FC 7R90N
9 COMMERCIAL GUARANTO
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: WSW Enterprises, LLC (TIN: 26-2103658) Lender: Mid Penn Bank
770 West Street Camp Hill Office
Carlisle, PA 17013 2101 Market Street
Camp Hill, PA 17011
Guarantor: Wendy S. Watts (SSN: 210-48-8952)
6335 Oxford Road
Gardners, PA 17324
GUARANTEE OF PAYMENT AND PERFORMANCE. For good and valuable consideration, Guarantor absolutely and unconditionally guarantees full
and punctual payment and satisfaction of the Indebtedness of Borrower to Lender, and the performance and discharge of all Borrower's obligations
under the Note and the Related Documents. This is a guaranty of payment and performance and not of collection, so Lender can enforce this Guaranty
against Guarantor even when Lender has not exhausted Lender's remedies against anyone else obligated to pay the Indebtedness or against any
collateral securing the Indebtedness, this Guaranty or any other guaranty of the Indebtedness. Guarantor will make any payments to Lender or its
order, on demand, in legal tender of the United States of America, in same-day funds, without set-off or deduction or counterclaim, and will otherwise
perform Borrower's obligations under the Note and Related Documents.
INDEBTEDNESS. The word 'Indebtedness' as used in this Guaranty means all of the principal amount outstanding from time to time and at any one or
more times, accrued unpaid interest thereon and all collection costs and legal expenses related thereto permitted by law, attorneys' fees, arising from
any and all debts, liabilities and obligations 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.
If Lender presently holds one or more guaranties, or hereafter receives additional guaranties from Guarantor, Lender's rights under all guaranties shall
be cumulative. This Guaranty shall not (unless specifically provided below to the contrary) affect or invalidate any such other guaranties. Guarantor's
liability will be Guarantor's aggregate liability under the terms of this Guaranty and any such other unterminated guaranties.
DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender, or any notice
to Guarantor or to Borrower, and will continue in full force until all the Indebtedness 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, without notice or demand and without lessening Guarantor's
liability under this Guaranty, from time to time: (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, (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 ban 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 statements provided to Lender and no event has occurred which
may materially adversely affect Guarantor's financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action
(including those for unpaid taxes) against Guarantor is pending or threatened; (1) Lender has made no representation to Guarantor as to the
creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis Information
regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which
might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that Lender shall have no obligation to disclose to
Guarantor any Information or documents acquired by Lender in the course of its relationship with Borrower.
GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (A) to continue lending money or to
extend other credit to Borrower; (B) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the
Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser,
or other guarantor in connection with the Indebtedness or In connection with the creation of new or additional loans or obligations; (C) to resort for
payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (D) to proceed directly against or exhaust
any collateral held by Lender from Borrower, any other guarantor, or any other person; (E) to give notice of the terms, time, and place of any public or
private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial
Code; (F) to pursue any other remedy within Lender's power; or (G) to commit any act or omission of any kind, or at any time, with respect to any
matter whatsoever. ?
Guarantor also waives any and all rights or defenses based on suretyship or impairment of collateral Including, but not limited to
arising by reason of (A) any 'one action' or 'anti-deficiency' law or any other law which may prevent Lender from bringing
claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either
of a power of sale; (B) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subroga
rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by re
10 COMMERCIAL GUARANTY
Loan No: 500046321 (Continued) Page 2
qualifying, or discharging the Indebtedness; (C) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by
reason of the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (D) any right
to claim discharge of the Indebtedness on the basis of unjustified Impairment of any collateral for the Indebtedness; (E) any statute of limitations, If at
any time any action or suit brought by Lender against Guarantor is commenced, there is outstanding Indebtedness which is not barred by any
applicable statute of limitations; or (F) any defenses given to guarantors at law or In equity other than actual payment and performance of the
Indebtedness. If payment is made by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender is
forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any 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 terns of this Guaranty.
SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the Indebtedness, whether now existing or hereafter created,
shall be superior to any claim that Guarantor may now have or hereafter acquire against Borrower, whether or not Borrower becomes insolvent.
Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower, upon any account whatsoever, to any claim that Lender
may now or hereafter have against Borrower. In the event of insolvency and consequent liquidation of the assets of Borrower, through bankruptcy, by
an assignment for the benefit of creditors, by voluntary liquidation, or otherwise, the assets of Borrower applicable to the payment of the claims of both
Lender and Guarantor shall be paid to Lender and shall be first applied by Lender to the Indebtedness. Guarantor does hereby assign to Lender all
claims which it may have or acquire against Borrower or against any assignee or trustee in bankruptcy of Borrower; provided however, that such
assignment shall be effective only for the purpose of assuring to Lender full payment in legal tender of the Indebtedness. If Lender so requests, any
notes or credit agreements now or hereafter evidencing any debts or obligations of Borrower to Guarantor shall be marked with a legend that the same
are subject to this Guaranty and shall be delivered to Lender. Guarantor agrees, and Lender is hereby authorized, in the name of Guarantor, from time
to time to file financing statements and continuation statements and to execute documents and to take such other actions as tender 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 attomeys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or
vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services. Guarantor also shall pay all court costs
and such additional fees as may be directed by the court.
Caption Headings. Caption headings in this Guaranty are for convenience purposes only and are not to be used to interpret or define the
provisions of this Guaranty.
Governing Law. This Guaranty will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the
laws of the Commonwealth of Pennsylvania without regard to Its conflicts of law provisions.
Choice of Venue. If there is a lawsuit, Guarantor agrees upon Lender's request to submit to the jurisdiction of the courts of Cumberland County,
Commonwealth of Pennsylvania.
Integration. Guarantor further agrees that Guarantor has read and fully understands the terms of this Guaranty; Guarantor has had the
opportunity to be advised by Guarantor's attorney with respect to this Guaranty; the Guaranty fully reflects Guarantor's Intentions and parol
evidence is not required to interpret the terms of this Guaranty. Guarantor hereby indemnities and holds Lender harmless from all losses, claims,
damages, and costs (including Lender's attorneys' fees) suffered or incurred by Lender as a result of any breach by Guarantor of the warranties,
representations and agreements of this paragraph.
Interpretation. In all cases where there is more than one Borrower or Guarantor, then all words used in this Guaranty in the singular shall be
deemed to have been used in the plural where the context and construction so require; and where there is more than one Borrower named In this
Guaranty or when this Guaranty is executed by more thaii one Guarantor, the words 'Borrower' and 'Guarantor' respectively shall mean all and
any one or more of them. The words 'Guarantor,' 'Borrower; and 'Lender' include the heirs, successors, assigns, and transferees of each of
them. If a court finds that any provision of this Guaranty is not valid or should not be enforced, that fact by itself will not mean that the rest of this
Guaranty will not be valid or enforced. Therefore, a court will enforce the rest of the provisions of this Guaranty even if a provision of this Guaranty
may be found to be invalid or unenforceable. If any one or more of Borrower or Guarantor are corporations, partnerships, limited liability
companies, or similar entities, it is not necessary for Lender to inquire into the powers of Borrower or Guarantor or of the officers, directors,
partners, managers, or other agents acting or purporting to act on their behalf, and any indebtedness made or created in reliance upon the
professed exercise of such powers shall be guaranteed under this Guaranty.
Notices. Unless otherwise provided by applicable law, any notice required to be given under this Guaranty shall be given in writing, and shall be
effective when actually delivered, when.actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally
recognized overnight courier, or, if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid,
directed to the addresses shown near the beginning of this Guaranty. Any party may change Its address for notices under this Guaranty by giving
formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes,
Guarantor agrees to keep Lender informed at all times of Guarantor's current address. Unless otherwise provided by applicable law, 9 there Is
more than one Guarantor, any notice given by Lender to any Guarantor is deemed to be notice given to all Guarantors.
No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Guaranty unless such waiver is given in writing and
0 COMMERCIAL GUARANTY
Loan No: 500046321 (Continued)
Page 3
sigru.d by Lender.. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A
waiver by Lender of a provision of this Guaranty shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance
with that provision or any other provision of this Guaranty. No prior waiver by Lender, nor any course of dealing between Lender and Guarantor,
shall constitute a waiver of any of Lender's rights or of any of Guarantor's obligations as to any future transactions. Whenever the consent of
Lender is required under this Guaranty, the granting of such consent by Lender in any Instance shall not constitute continuing consent to
subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender.
Successors and. Assigns. The terms of this Guaranty shall be binding upon Guarantor, and upon Guarantor's heirs, personal representatives,
successors, and assigns, and shall be enforceable by Lender and its successors and assigns.
Waive Jury. Lender and Guarantor hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either
Lender.or Guarantor against the other.
DEFINMONS. The following capitalized words and terms shall have the following meanings when used in this Guaranty. Unless specifically stated to
the conA n amounts in lawful money of the United States of America. Words and terms used in the
singutar all include thM lural all i lude the singular, as the context may require. Words and terms not otherwise defined in this
Guaran shall have t d to such t s in the Uniform Commercial Code:
Bo Enterprises, LLC and includes all co-signers and co-makers signing the Note and all their
s
Gu ne signing this Guaranty, including without limitation Wendy S. Watts, and in each case, any
signers successors and assigns.
Guaranty. The word 'Guaranty' means this guaranty from Guarantor to Lender.
Indebtedness. The word 'Indebtedness' means Borrower's Indebtedness to Lender as more particularly described in this Guaranty.
Lender. The word 'Lender' means Mid Penn Bank, its successors and assigns,
Note. The word 'Note' means the promissory note dated June 17, 2008, In the original principal amount of $420,000.00 from Borrower to
Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the promissory note or
agreement.
Related Documents. The words 'Related Documents' mean all promissory notes, credit agreements, loan agreements, environmental
agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments,
agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness.
CONFESSION OF JUDGMENT. GUARANTOR HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE
PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR
GUARANTOR AFTER THE AMOUNTS HEREUNDER BECOME DUE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT
AGAINST GUARANTOR FOR THE ENTIRE PRINCIPAL BALANCE OF THIS GUARANTY AND ALL ACCRUED INTEREST, LATE CHARGES AND ANY
AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THE INDEBTEDNESS, TOGETHER
WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10°x) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED
INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS ($500) ON WHICH JUDGMENT OR JUDGMENTS
ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS GUARANTY OR A COPY OF THIS GUARANTY VERIFIED BY
AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS GUARANTY TO CONFESS JUDGMENT AGAINST GUARANTOR
SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL
PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS GUARANTY. GUARANTOR HEREBY WAIVES ANY RIGHT GUARANTOR MAY HAVE TO
NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE
OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO GUARANTOR'S ATTENTION OR GUARANTOR HAS BEEN
REPRESENTED BY INDEPENDENT LEGAL COUNSEL.
EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES TO ITS
TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND
DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH
IN THE SECTION TITLED "DURATION OF GUARANTY". NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY
EFFECTIVE. THIS GUARANTY IS DATED JUNE 17, 2008.
THIS GUARANTY IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS GUARANTY IS AND SHALL CONSTITUTE AND HAVE THE EFFECT
OF A SEALED INSTRUMENT ACCORDING TO LAW.
GUARANTOR:
X &L.(., ", G 5 1. t .._.. Seal)
Wendy S. Watts
• COMMERCIAL GUARANTY
Loan No: 500046321 (Continued) Page 4
INDIVIDUAL ACKNOWLEDGMENT
COMMONWEALTH OF PENNSYLVANIA
)SS
COUNTY OF ?-"-A
)
On this, the , day of 20 Og before me
the undersigned Notary Public, personally appeared Wen S. Wafts kn
to be the person whose name is subscribed to the within Instrument, and acknowledged that h
contained. a
In witness whereof, I hereunto set my hand and official seal.
No
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DISCLOORE FOR CONFESSION OFODGMENT
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: WSW Enterprises, LLC (TIN: 26-2103658) Lender: Mid Penn Bank
T70 West Street Camp Hill Office
Carlisle, PA 17013 2101 Market Street
Camp Hill, PA 17011
Declarant: Wendy S. Watts (SSN: 210-48-8952)
6335 Oxford Road
Gardners, PA 17324
DISCLOSURE FOR CONFESSION OF JUDGMENT
1 AM EXECUTING, THIS DAY OF tit,. 20. A GUARANTY OF A PROMISSORY NOTE FOR $420,000.0
OBLIGATING ME TO REPAY THAT AMOUNT.
A. I UNDERSTAND THAT THE GUARANTY CONTAINS A CONFESSION OF JUDGMENT PROVISION THAT WOULD PERMIT LENDER TO ENTER
JUDGMENT AGAINST ME IN COURT, AFTER A DEFAULT ON THE GUARANTY, WITHOUT ADVANCE NOTICE TO ME AND WITHOUT OFFERING
ME AN OPPORTUNITY TO DEFEND AGAINST THE ENTRY OF JUDGMENT. IN EXECUTING THE GUARANTY, BEING FULLY AWARE OF MY
RIGHTS TO ADVANCE NOTICE AND TO A HEARING TO CONTEST THE VALIDITY OF ANY JUDGMENT OR OTHER CLAIMS THAT LENDER
MAY ASSERT AGAINST ME UNDER THE GUARANTY, I AM KNOWINGLY, INTELLIGENTLY, AND VOLUNTARILY WAIVING THESE RIGHTS,
INCLUDING ANY RIGHT TO ADVANCE NOTICE OF THE ENTRY OF JUDGMENT, AND I EXPRESSLY AGREE AND CONSENT TO LENDER'S
ENTERING JU G NT A?NST 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 JUDOAAENT IN ANY MANNER PERMITTED BY APPLICABLE STATE AND FEDERAL LAW, WITHOUT GIVING ME ANY
ADVANCE NO -?
t.
INITIALS:
C. AFTER HAVING READ AND DETERMINED WHICH OF THE FOLLOWING STATEMENTS ARE APPLICABLE, BY INITIALING EACH
STATEMENT THAT APPLIES, I REPRESENT THAT:
INm LS?
1. I WAS REPRESENTED BY MY OWN INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THE GUARANTY.
QV2. 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 1 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.
DECLARANT: Q
X [' L? Seal)
'Wendy S. Wait
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D
I* COMMERCIAL GUARANT*
Borrower: WSW Enterprises, LLC (TIN: 26.2103655) Lender: Mid Penn Bank
770 West Street Camp Hill Office
Carlisle, PA 17013 2101 Market Street
Camp Hill, PA 17011
Guarantor: Stanley A. Watts, Jr. (SSN: 168-62.8426)
6335 Oxford Road
'
Gardners, PA 17324'"'
GUARANTEE OF PAYMENT AND PERFORMANCE. For good and valuable consideration, Guarantor absolutely and unconditionally guarantees full
and punctual payment and satisfaction of the Indebtedness. of Borrower to Lender, and the performance and discharge of all Borrower's obligations
under the Note and the Related Documents. This is a guaranty of payment and performance and not of collection, so Lender can enforce this Guaranty
against Guarantor even when Lender has not exhausted Lender's remedies against anyone else obligated to pay the Indebtedness or against any
collateral securing the Indebtedness; this Guaranty or any other guaranty of the Indebtedness. Guarantor will make any payments to Lender or Its
order, on demand, in legal tender of the United States of America, in same-day funds, without set-off or deduction or counterclaim, and will otherwise
perform Borrower's obligations under the Note and Related Documents.
INDEBTEDNESS. The word 'Indebtedness' as used in this Guaranty means all of the principal amount outstanding from time to time and at any one or
more times, accrued unpaid Interest thereon and all collection costs and legal expenses related thereto permitted by law, attorneys' fees, arising from
any and all debts, liabilities and obligations 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.
If Lender presently holds one or more guaranties, or hereafter receives additional guaranties from Guarantor, Lenders rights under all guaranties shall
be cumulative. This Guaranty shall not (unless specifically provided below to the contrary) affect or invalidate any such other guaranties. Guarantor's
liability will be Guarantor's aggregate liability under the terms of this Guaranty and any such other unterminated guaranties.
DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender, or any notice
to Guarantor or to Borrower, and will continue in full force until all the Indebtedness 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, without notice or demand and without lessening Guarantor's
liability under this Guaranty, from time to time: (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; (B) to after, 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 quality 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 Guarantors 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 Guarantors financial condition as of the dates the financial information is provided; (G) no material adverse change has
occurred in Guarantors financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which
may materially adversely affect Guarantor's financial condition; (H) no litigation, claim, Investigation, administrative proceeding or similar action
(including those for unpaid taxes) against Guarantor is pending or threatened; (1) Lender has made no representation to Guarantor as to the
creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information
regarding Borrowers financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which
might in any way affect Guarantors risks under this Guaranty, and Guarantor further agrees that Lender shall have no obligation to disclose to
Guarantor any Information or documents acquired by Lender In the course of its relationship with Borrower.
GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (A) to continue lending money or to
extend other credit to Borrower; (B) to make any presentment, protest, demand, or notice of any kind, Including notice of any nonpayment of the
Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser,
or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional bans 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 based on suretyship or impairment of collateral including, but not limited to, any
arising by reason of (A.) any 'one action' or "anti-deficiency" law or any other law which may prevent Lender from bringing claim for deficiency, against Guarantor, before or after Lender's
commencement or completion of any foreclosure action, either j
of a power of sale; (B) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogati
rights to proceed against Borrower for reimbursement, Including without limitation, any loss of rights Guarantor may suffer by or defenses
• COMMERCIAL GUARANTY
Loan No: 600046321 (Continued) Page 2
qualifying, or discharging the Indebtedness; (C) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by
reason of the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (D) any right
to claim discharge of the Indebtedness on the basis of unjustified Impairment of any collateral for the Indebtedness; (E) any statute of limitations, if at
any time any action or suit brought by Lender against Guarantor is commenced, there is outstanding Indebtedness which is not barred by any
applicable statute of limitations; or (F) any defenses given to guarantors at law or in equity other than actual payment and performance of the
Indebtedness. If payment is made by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender is
forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any 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, whether now existing or hereafter created,
shall be superior to any claim that Guarantor may now have or hereafter acquire against Borrower, whether or not Borrower becomes insolvent.
Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower, upon any account whatsoever, to any claim that Lender
may now or hereafter have against Borrower. In the event of insolvency and consequent liquidation of the assets of Borrower, through bankruptcy, by
an assignment for the benefit of creditors, by voluntary liquidation, or otherwise, the assets of Borrower applicable to the payment of the claims of both
Lender and Guarantor shall be paid to Lender and shall be first applied by Lender to the indebtedness. Guarantor does hereby assign to Lender all
claims which it may have or acquire against Borrower or against any assignee or trustee in bankruptcy of Borrower; provided however, that such
assignment shall be effective only for the purpose of assuring to Lender full payment in legal tender of the Indebtedness. If Lender so requests, any
notes or credit agreements now or hereafter evidencing any debts or obligations of Borrower to Guarantor shall be marked with a legend that the same
are subject to this Guaranty and shall be delivered to Lender. Guarantor agrees, and Lender Is hereby authorized, In the name of Guarantor, from time
to time to file financing statements and continuation statements and to execute documents and to take such other actions as Lender deems necessary
or appropriate to perfect, preserve and enforce its rights under this Guaranty.
MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Guaranty:
Amendments. This Guaranty, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the
matters set forth in this Guaranty. No alteration of or amendment to this Guaranty shall be effective unless given in writing and signed by the party
or parties sought to be charged or bound by the alteration or amendment.
Attorneys' Fees; Expenses. Guarantor agrees to pay upon demand all of Lender's costs and expenses, including Lender's attomeys' 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 attomeys' tees and legal
expenses whether or not there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or
vacate any automatic stay or Injunction), appeals, and any anticipated post-judgment collection services. Guarantor also shall pay all court costs
and such additional fees as may be directed by the court.
Caption Headings. Caption headings in this Guaranty are for convenience purposes only and are not to be used to interpret or define the
provisions of this Guaranty.
Governing Law. This Guaranty will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the
laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions.
Choice of Venue. If there is a lawsuit, Guarantor agrees upon Lender's request to submit to the jurisdiction of the courts of Cumberland County,
Commonwealth of Pennsylvania.
Integration. Guarantor further agrees that Guarantor has read and fully understands the terms of this Guaranty; Guarantor has had the
opportunity to be advised by Guarantor's attorney with respect to this Guaranty; the Guaranty fully reflects Guarantor's Intentions and parol
evidence is not required to interpret the terms of this Guaranty. Guarantor hereby indemnifies and holds Lender harmless from all losses, claims,
damages, and costs (including Lender's attorneys' fees) suffered or incurred by Lender as a result of any breach by Guarantor of the warranties,
representations and agreements of this paragraph.
Interpretation. In all cases where there is more than one Borrower or Guarantor, then all words used in this Guaranty in the singular shall be
deemed to have been used in the plural where the context and construction so require; and where there Is more than one Borrower named in this
Guaranty or when this Guaranty is executed by more than one Guarantor, the words 'Borrower' and 'Guarantor' respectively shall mean all and
any one or more of them. The words 'Guarantor,' 'Borrower; and 'Lender' Include the heirs, successors, assigns, and transferees of each of
them. If a court finds that any provision of this Guaranty is not valid or should not be enforced, that fact by itself will not mean that the rest of this
Guaranty will not be valid or enforced. Therefore, a court will enforce the rest of the provisions of this Guaranty even If a provision of this Guaranty
may be found to be Invalid or unenforceable. If any one or more of Borrower or Guarantor are corporations, partnerships, limited liability
companies, or similar entities, it Is not necessary for Lender to inquire into the powers of Borrower or Guarantor or of the officers, directors,
partners, managers, or other agents acting or purporting to act on their behalf, and any indebtedness made or created in reliance upon the
professed exercise of such powers shall be guaranteed under this Guaranty.
Notices. Unless otherwise provided by applicable law, any notice required to be given under this Guaranty shall be given in writing, and shall be
effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally
recognized overnight courier, or, if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid,
directed to the addresses shown near the beginning of this Guaranty. Any party may change its address for notices under this Guaranty by giving
formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes,
Guarantor agrees to keep Lender informed at all times of Guarantor's current address. Unless otherwise provided by applicable law, if there is
more than one Guarantor, any notice given by Lender to any Guarantor is deemed to be notice given to all Guarantors.
No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Guaranty unless such waiver is given In writing and
COMMERCIAL GUARANTY
Loan No: 500046321 (Continued) Page 3
signed by Lender. No delay or omission on the part of Lender In exercising any right shall operate as a waiver of such right or any other right. A
waiver by Lender of a provision of this Guaranty shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance
with that provision or any other provision of this Guaranty. No prior waiver by Lender, nor any course of dealing between Lender and Guarantor,
shall constitute.a waiver of any of Lender's rights or of any of Guarantor's obligations as to any future transactions. Whenever the consent of
lender is, required under this Guaranty, the granting of such consent by Lender in any Instance shall not constitute continuing consent to
subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender.
Successors and Assigns. The terms of this Guaranty shall be binding upon Guarantor, and upon Guarantor's heirs, personal representatives,
successors, and assigns, and shall be enforceable by Lender and its successors and assigns.
Waive Jury. Lender and Guarantor hereby waive the right to any jury trial In any action, proceeding, or counterclaim brought by either
Lender or Guarantor against the other.
DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Guaranty. Unless specifically stated to
the can amounts In lawful money of the United States of America. Words and terms used in the
singurtyshait'r cludeghe plural she include the singular, as the context may require. Words and terms not otherwise defined in this
Guar havuted to suc ers in the Uniform Commercial Code:
Enterprises, LLC and includes all co signers and co-makers signing the Note and all their
Th d!W
signing this Guaranty, including without limitation Stanley A. Watts, Jr., and in each case, any
Guaranty. The word 'Guaranty' means this guaranty from Guarantor to Lender.
Indebtedness. The word 'Indebtedness' means Borrower's Indebtedness to Lender as more particularly described in this Guaranty.
Lender. The word "Lender' means Mid Penn Bank, its successors and assigns.
Note. The word "Note" means the promissory note dated June 17, 2008, In the original principal amount of $420,000.00 from Borrower to
Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the promissory note or
agreement.
Related Documents. The words 'Related Documents' mean all promissory notes, credit agreements, loan agreements, environmental
agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other Instruments,
agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness.
CONFESSION OF JUDGMENT. GUARANTOR HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE
PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR
GUARANTOR AFTER THE AMOUNTS HEREUNDER BECOME DUE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT
AGAINST GUARANTOR FOR THE ENTIRE PRINCIPAL BALANCE OF THIS GUARANTY AND ALL ACCRUED INTEREST, LATE CHARGES AND ANY
AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THE INDEBTEDNESS, TOGETHER
WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10%) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED
INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS ($500) ON WHICH JUDGMENT OR JUDGMENTS
ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS GUARANTY OR A COPY OF THIS GUARANTY VERIFIED BY
AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS GUARANTY TO CONFESS JUDGMENT AGAINST GUARANTOR
SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL
PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS GUARANTY. GUARANTOR HEREBY WAIVES ANY RIGHT GUARANTOR MAY HAVE TO
NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE
OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO GUARANTOR'S ATTENTION OR GUARANTOR HAS BEEN
REPRESENTED BY INDEPENDENT LEGAL COUNSEL
EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES TO ITS
TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND
DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH
IN THE SECTION TITLED "DURATION OF GUARANTY". NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY
EFFECTIVE. THIS GUARANTY IS DATED JUNE 17,200&
THIS GUARANTY IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS GUARANTY IS AND SHALL CONSTITUTE AND HAVE THE EFFECT
OF A SEALED INSTRUMENT ACCORDING TO LAW.
GUARANTOR:
(Seal)
X
01,?
Stan ey A. Watts, Jr.
COMMERCIAL GUARANTY
Loan No: 500046321 (Continued) Page 4
INDIVIDUAL ACKNOWLEDGMENT
COMMONWEALTH OF PENNSYLVANIA
II )SS
COUNTY OF _??`^ O?rEil )
y ^? ?h
On this, th e \ ` day of -'20
the undersigned Notary Public, personally appeare
proven) to be the person whose name is subscribed to the within Instrument, and acknowl
therein contained.
In witness whereof, I hereunto set my hand and official seal.
before me
r A. Watts, Jr., known to me (or sails actorily
!"pop I.- es
O• RAM?E?
NO111" row
Notary Pu a 01?rrrrt
LASER PRO Lr ". Va. S.XOD W Ow tW -4 Wr M 80u . MK. iW7. ML M Al" F-ft • PA P.lCn% AXFC TMM PN•SECOTON
DISCLOiRE FOR CONFESSION OF 4IDGMENT
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. I
Anv item above containing ""' has been omitted due to text length limitations.
Borrower: WSW Enterprises, LLC (TIN: 26.2103658) Lender: Mid Penn Bank
770 West Street Camp Hill Office
Carlisle, PA 17013 2101 Market Street
Camp Hill, PA 17011
Declarant: Stanley A. Watts, Jr. (SSN: 18882-8426)
6335 Oxford Road
Gardners, PA 17324
DISCLOSURE FOR CONFESSION OF JUDGMENT
1 AM EXECUTING, THIS, 1 ?2 DAY OF 3V 1. , 20j2C, A GUARANTY OF A PROMISSORY NOTE FOR $420,000.0
OBLIGATING ME TO REPAY THAT AMOUNT.
A. 1 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 J D MENT 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 ANY MANNER PERMITTED BY APPLICABLE STATE AND FEDERAL LAW, WITHOUT GIVING ME ANY
ADVANCE NO
INITIALS:
C. AFTER HAVING READ AND DETERMINED WHICH OF THE FOLLOWING STATEMENTS ARE APPLICABLE, BY INITIALING EACH
STATEMENT THAT APPLIES, 1 REPRESENT THAT:
7 INI LS
?? 1 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.
DECLAR
X Seal)
tanley A. Watts, Jr.
USER PRO l nj. Vv. 5.55AO.O4 Cop. RuYM FIn IW SOW-, ft. 1557. 205. M 15dp ft"m • PA PAURMWAFC 11405] PR-SECOTERM
F
0 COMMERCIAL GUARANI*
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: WSW Enterprises, LLC (TIN: 26-2103658) Lender: Mid Penn Bank
770 West Street Camp Hill Office
Carlisle, PA 17013 2101 Market Street
Camp Hill, PA 17011
Guarantor: AAW Distributor, LLC (TIN: 26-2097434)
770 West Street
.,Carlisle, PA, 17913
GUARANTEE OF PAYMENT AND PERFORMANCE. For good and valuable consideration, Guarantor absolutely and unconditionally guarantees full
and punctual payment and satisfaction of the Indebtedness of Borrower to Lender, and the performance and discharge of all Borrower's obligations
under the Note and the Related Documents. This is a guaranty of payment and performance and not of collection, so Lender can enforce this Guaranty
against Guarantor even when Lender has not exhausted Lender's remedies against anyone else obligated to pay the Indebtedness or against any
collateral securing the Indebtedness,. this Guaranty.or any other guaranty of the Indebtedness. Guarantor will make any payments to Lender or Its
order, on demand, in legal tender of the United States of America, in same-day funds, without set-off or deduction or counterclaim, and will otherwise
perform Borrower's obligations under the Note and Related Documents.
INDEBTEDNESS. The word 'Indebtedness" as used in this Guaranty means all of the principal amount outstanding from time to time and at any one or
more times, accrued unpaid interest thereon and all collection costs and legal expenses related thereto permitted by law, attorneys' fees, arising from
any and all debts, liabilities and obligations 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.
If Lender presently holds one or more guaranties, or hereafter receives additional guaranties from Guarantor, Lender's rights under all guaranties shall
be cumulative. This Guaranty shall not (unless specifically provided below to the contrary) affect or invalidate any such other guaranties. Guarantor's
liability will be Guarantor's aggregate liability under the terms of this Guaranty and any such other unterminated guaranties.
DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender, or any notice
to Guarantor or to Borrower, and will continue In full force until all the Indebtedness shall have been fully and finally paid and satisfied and all of
Guarantors 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, without notice or demand and without lessening Guarantor's
liability under this Guaranty, from time to time: (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; (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 Borrowers
sureties, endorsers, or other guarantors on any terns 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 assignor 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
Borrowers 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 Guarantors assets, or any interest therein;
(F) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial
information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material
respects and fairly present Guarantor's financial condition as of the dates the financial information is provided; (G) no material adverse change has
occurred in Guarantor's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which
may materially adversely affect Guarantor's financial condition; (H) no litigation, claim. Investigation, administrative proceeding or similar action
(including those for unpaid taxes) against Guarantor is pending or threatened; (1) Lender has made no representation to Guarantor as to the
creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis Information
regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which
might in any way affect Guarantors risks under this Guaranty, and Guarantor further agrees that Lender shall have no obligation to disclose to
Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.
GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (A) to continue lending money or to
extend other credit to Borrower; (B) to make any presentment, protest, demand, or notice of any kind, Including notice of any nonpayment of the
Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser,
or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (C) to resort for
payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (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 terns, 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 Lenders 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, fancon
arising by reason of (A) any 'one action' or 'anti-deficiency' law or any other law which may prevent Lender from bringing a
claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either j
of a power of sale; (B) any election of remedies by Lender which destroys or otherwise adversely affects Guarantors subrogati
rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by rea
• COMMERCIAL GUARANTY
Loan No: 500046321 (Continued) Page 2
qualifying, or discharging the Indebtedness; (C) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by
reason of the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (D) any right
to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (E) any statute of limitations, if at
any time any action or suit brought by Lender against Guarantor is commenced, there is outstanding Indebtedness which is not barred by any
applicable statute of limitations; or (F) any defenses given to guarantors at law or in equity other than actual payment and performance of the
Indebtedness. If payment is made by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender is
forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any 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, whether now existing or hereafter created,
shall be superior to any claim that Guarantor may now have or hereafter acquire against Borrower, whether or not Borrower becomes insolvent.
Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower, upon any account whatsoever, to any claim that Lender
may now or hereafter have against Borrower. In the event of insolvency and consequent liquidation of the assets of Borrower, through bankruptcy, by
an assignment for the benefit of creditors, by voluntary liquidation, or otherwise, the assets of Borrower applicable to the payment of the claims of both
Lender and Guarantor shall be paid to Lender and shall be first applied by Lender to the Indebtedness. Guarantor does hereby assign to Lender all
claims which it may have or acquire against Borrower or against any assignee or trustee in bankruptcy of Borrower; provided however, that such
assignment shall be effective only for the purpose of assuring to Lender full payment in legal tender of the Indebtedness. If Lender so requests, any
notes or credit agreements now or hereafter evidencing any debts or obligations of Borrower to Guarantor shall be marked with a legend that the same
are subject to this Guaranty and shall be delivered to Lender. Guarantor agrees, and Lender is hereby authorized, in the name of Guarantor, from time
to time to file financing statements and continuation statements and to execute documents and to take such other actions as Lender deems necessary
or appropriate to perfect, preserve and enforce Its rights under this Guaranty.
MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Guaranty:
Amendments. This Guaranty, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the
matters set forth in this Guaranty. No alteration of or amendment to this Guaranty shall be effective unless given in writing and signed by the party
or parties sought to be charged or bound by the alteration or amendment.
Attorneys' Fees; Expenses. Guarantor agrees to pay upon demand all of Lender's costs and expenses, including Lender's attorneys' fees and
Lender's legal expenses, incurred in connection with the enforcement of this Guaranty. Lender may hire or pay someone else to help enforce this
Guaranty, and Guarantor shall pay the costs and expenses of such enforcement. Costs and expenses Include Lender's attomeys' fees and legal
expenses whether or not there is a lawsuit, including attomeys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or
vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services. Guarantor also shall pay all court costs
and such additional fees as may be directed by the court.
Caption Headings. Caption headings in this Guaranty are for convenience purposes only and are not to be used to interpret or define the
provisions of this Guaranty.
Governing Law. This Guaranty will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the
laws of the Commonwealth of Pennsylvania without regard to Its conflicts of law provisions.
Choice of Venue. If there is a lawsuit, Guarantor agrees upon Lender's request to submit to the jurisdiction of the courts of Cumberland County,
Commonwealth of Pennsylvania.
Integration. Guarantor further agrees that Guarantor has read and fully understands the terms of this Guaranty; Guarantor has had the
opportunity to be advised by Guarantor's attorney with respect to this Guaranty; the Guaranty fully reflects Guarantor's intentions and parol
evidence is not required to interpret the terms of this Guaranty. Guarantor hereby indemnifies and holds Lender harmless from all losses, claims,
damages, and costs (including Lender's attorneys' fees) suffered or incurred by Lender as a result of any breach by Guarantor of the warranties,
representations and agreements of this paragraph.
Interpretation. In all cases where there is more than one Borrower or Guarantor, then all words used in this Guaranty in the singular shall be
deemed to have been used in the plural where the context and construction so require; and where there is more than one Borrower named in this
Guaranty or when this Guaranty is executed by more than one Guarantor, the words *Borrower" and 'Guarantor' respectively shall mean all and
any one or more of them. The words 'Guarantor,' 'Borrower; and 'Lender' Include the heirs, successors, assigns, and transferees of each of
them. If a court finds that any provision of this Guaranty is not valid or should not be enforced, that fact by itself will not mean that the rest of this
Guaranty will not be valid or enforced. Therefore, a court will enforce the rest of the provisions of this Guaranty even if a provision of this Guaranty
may be found to be invalid or unenforceable. If any one or more of Borrower or Guarantor are corporations, partnerships, limited liability
companies, or similar entitles, it is not necessary for Lender to Inquire Into the powers of Borrower or Guarantor or of the officers, directors,
partners, managers, or other agents acting or purporting to act on their behalf, and any indebtedness made or created in reliance upon the
professed exercise of such powers shall be guaranteed under this Guaranty.
Notices. Unless otherwise provided by applicable law, any notice required to be given under this Guaranty shall be given in writing, and shall be
effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally
recognized overnight courier, or, if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid,
directed to the addresses shown near the beginning of this Guaranty. Any party may change its address for notices under this Guaranty by giving
formal written notice; to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes,
Guarantor agrees to keep Lender informed at all times of Guarantor's current address. Unless otherwise provided by applicable law, if there is
more than one Guarantor, any notice given by Lender to any Guarantor is deemed to be notice given to all Guarantors.
No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Guaranty unless such waiver is given in writing and
COMMERCIAL GUARANTY.
Loan No: 500046321 (Continued) Page 3
signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A
waiver by Lender of a provision of this Guaranty shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance
with that provision cr any other provision of this Guaranty. No prior waiver by Lender, nor any course of dealing between Lender and Guarantor,
shall constitute a waiver of any of Lender's rights or of any of Guarantor's obligations as to any future transactions. Whenever the consent of
Lender.is required under this Guaranty, the granting of such consent by Lender In any Instance shall not constitute continuing consent to
subsequent instances where such consent Is required and in all cases such consent may be granted or withheld in the sole discretion of Lender.
Successors and'Assigns. The terms of this Guaranty shall be binding upon Guarantor, and upon Guarantor's heirs, personal representatives,
succdi6ors, and assigns, and shall be enforceable by Lender and its successors and assigns.
' Waide Jury. Lender and Guarantor hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either
Lender• or Guarantor against the other.
DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Guaranty. Unless specifically stated to
the contrary, all references to dollar a ou an amounts in lawful money of the United States of America. Words and terms used in the
11 n ude the singular, as the context may require. Words and terms not otherwise defined in this
singular
to such to s in the Uniform Commercial Code:
Guaran W
ns WSW terprises, LLC and Includes all co-signers and co-makers signing the Note and all their
Bor The ea
WOOD-,
suc
ng this Guaranty, including without limitation AAW Distributor, LLC, and in each case, any
Gua tIj10M Mdgd? signi
sign im"
Guaranty. The word 'Guaranty' means this guaranty from Guarantor to Lender.
Indebtedness. The word 'Indebtedness' means Borrower's indebtedness to Lender as more particularly described in this Guaranty.
Lender. The word 'Lender' means Mid Penn Bank, Its successors and assigns.
Note. The word "Note' means the promissory note dated June 17, 2008, In the original principal amount of $420,000.00 from Borrower to
Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the promissory note or
agreement.
Related Documents. The words 'Related Documents' mean all promissory notes, credit agreements, loan agreements, environmental
agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other Instruments,
agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness.
CONFESSION OF JUDGMENT. GUARANTOR HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE
PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR
GUARANTOR AFTER THE AMOUNTS HEREUNDER BECOME DUE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT
AGAINST GUARANTOR FOR THE ENTIRE PRINCIPAL BALANCE OF THIS GUARANTY AND ALL ACCRUED INTEREST, LATE CHARGES AND ANY
AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THE INDEBTEDNESS, TOGETHER
WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10%) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED
INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS ($500) ON WHICH JUDGMENT OR JUDGMENTS
ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS GUARANTY OR A COPY OF THIS GUARANTY VERIFIED BY
AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS GUARANTY TO CONFESS JUDGMENT AGAINST GUARANTOR
SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL
PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS GUARANTY. GUARANTOR HEREBY WAIVES ANY RIGHT GUARANTOR MAY HAVE TO
NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE
OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO GUARANTOR'S ATTENTION OR GUARANTOR HAS BEEN
REPRESENTED BY INDEPENDENT LEGAL COUNSEL
EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES TO ITS
TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND
DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH
IN THE SECTION TITLED "DURATION OF GUARANTY". NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY
EFFECTIVE. THIS GUARANTY 1S DATED JUNE 17, 2008.
THIS GUARANTY IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS GUARANTY IS AND SHALL CONSTITUTE AND HAVE THE EFFECT
OF A SEALED INSTRUMENT ACCORDING TO LAW.
GUARANTOR:
AAW DISTRIBUTOR, LLC
By:tt(GL g'.. G `Seal) By. (Seal)
Wendy S. Wa Member of AAW Distributor, LLC Stan y A. Watts, Jr., Member of AAW Distributor,
LLC
• COMMERCIAL GUARANTY
Loan No: 500046321 (Continued) Page 4
LIMITED LIABILITY COMPANY ACKNOWLEDGMENT
COMMONWEALTH OF PENNSYLVANIA
l ) SS
COUNTY OF
On this, the
day of 20 Q?L before me ? • ?GO? ?M
the undersigned Notary Public, personally appeared Wendy S. Watts, Member; tanley A. Watts, Jr.,
Member of AAW Distributor, LLC, who acknowledged themselves to be the members or d t Iii star LLC, a Limited
Liability Company, and that they as such members or designated agents, being authorized do so, exe R!f for the
purposes therein contained by signing the name of the Limited Liability Company by themselves members %e 68812 a
In witness whereof, I hereunto set my hand and official seal.
Notary P b c ipand or the State o T
USED PRO L814N. VW. 0.]6.00.001 Cep. IYMIIO FVm JW 3"W . IM. IM, M. Al "6 Rwm6 . PA PXFIUPUEM.FC TR•5065 PR4ECOTERR
DISCLOJIRE FOR CONFESSION OF&DGMENT
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: WSW Enterprises, LLC (TIN: 26-2103658) Lender: Mid Penn Bank
770 West Street Camp Hill Office
Carlisle, PA 17013 2101 Market Street
Camp Hill, PA 17011
Declarant: AAW Distributor, LLC (TIN: 26-2097434)
770 West Street
Carlisle, PA 17013
DISCLOSURE FOR CONFESSION OF JUDGMENT
THE UNDERSIGNED IS EXECUTING ON BEHALF OF DECLARANT, THIS /2 DAY OF J u Al 20 ff',
GUARANTY OF A PROMISSORY NOTE FOR $420,000.00 OBLIGATING DECLARANT TO REPAY THAT AMOUNT.
A. THE UNDERSIGNED UNDERSTANDS THAT THE GUARANTY CONTAINS A CONFESSION OF JUDGMENT PROVISION THAT WOULD PERMIT
LENDER TO ENTER JUDGMENT AGAINST DECLARANT IN COURT, AFTER A DEFAULT ON THE GUARANTY, WITHOUT ADVANCE NOTICE TO
DECLARANT AND WITHOUT OFFERING DECLARANT AN OPPORTUNITY TO DEFENb AGAINST THE ENTRY OF JUDGMENT. IN EXECUTING
THE GUARANTY, BEING FULLY AWARE OF DECLARANTS 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 GUARANTY, THE UNDERSIGNED,
ON BEHALF OF THE DECLARANT, 1S 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 J MEN /?GAINSrDECLARANT BY CONFESSION AS PROVIDED FOR IN THE 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 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 DECLARANT'S PROPERTY, IN FULL OR PARTIAL PAYMENT OF THE JUDGMENT. IN EXECUTING THE GUARANTY, BEING FULLY
AWARE OF DECLARANTS 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 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 THAT APPLIES, THE UNDERSIGNED REPRESENTS THAT:
I?N
1. DECLARANT WAS REPRESENTED BY DECLARANTS OWN INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THE
Oi ?y
GUARANTY.
.((?/??/ Syr 2. A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THE CONFESSION OF JUDGMENT PROVISION IN THE GUARANTY
{DECLARANTS ATTENTION.
DISCAURE FOR CONFESSION OF JUNMENT
Loan No: 500046321 (Continued) Page 2
THIS DISCLOSURE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS DISCLOSURE IS AND SHALL CONSTITUTE AND HAVE THE
EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW.
DECLARANT:
AAW DISTRIPUTOR, LLC
By: (Seal)
Wend ?? S. W s, Memb f AAW Distributor, LLC
By- r Seal
L LC I A. Watts, Jr., M ber of AAW Distributor,
USER PRO Lwdnl VW. 6.36AO04 CW. NYMM FWOV W S*ftU. YC. 1W. M& M Wp le %WM & • PA P.Vm %DS0.FC TA-SW P"NOTEW
March 11, 2011
VIA FIRST-CLASS AND CERTIFIED MAIL,
RETURN RECEIPT REQUESTED
WSW Enterprises LLC
770 south West Street
Carlisle PA 17013
Stanley A Watts
6335 Oxford Road
Gardners, PA 17324
Wendy S Watts
6335 Oxford Road
Gardners, PA 17324
Re: Indebtedness of WSW Enterprises LLC ("Borrower") to Mid Penn
Bank ("Bank") as guarantied by Stanley A Watts and Wendy S Watts
(collectively, the "Guarantors").
Dear Mr. & Mrs. Watts,
Reference is made to the Promissory Note of the Borrower in the original
principal amount of $420,000.00 ("Note Amount"), dated June 17, 2008 ("Note Date")
and payable to the order of Mid Perm Bank (`Bank"). The Borrower is in default under
the Term Note, due to Payment Default ("Term Note Default").
This letter constitutes formal notice to the Borrower and Guarantors of the
occurrence of the Term Note Default and formal demand by the Bank that the Term Note
Default be cured within 10 days of the date of this letter ("Cure Date"). The Term Note
Default can be cured by making payment of all past and currently due loan payments,
including Principal, Interest and Late Fees.
If the Bank does not receive satisfactory evidence by the Cure Date that the Term
Note Default has been cured, the Bank may exercise its rights and remedies under the
Term Note and any other notes, instruments, or agreements between the Bank and the
Borrower.
In addition, if the Bank does not receive satisfactory evidence by the Cure Date
that the Term Note Default has been cured, the Bank may increase the rate of interest
charged on the unpaid principal balance of the Term Note to the default rate of interest
provided for in the Term Note. The Borrower may continue to receive invoices for
payments under the Term Note that do not reflect this change in interest rate. The failure
of the Bank to forward invoices to the Borrower reflecting payments at the Term Note
Default Interest Rate is in no event a waiver of the imposition by the Bank of the Term
Note Default Interest Rate under the Term Note as of the date set forth herein.
Nothing contained in this letter constitutes a waiver or release of any of the terms
or provisions of the Loan Documents. The Bank reserves all rights and remedies
available to it under the Loan Documents and applicable law.
No discussions between the Bank and the Borrower and/or Guarantors concerning
this notification, other loan relationships between the Bank and the Borrower or 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 the Bank, whether oral or
written, will be mere discussions only and will not in any way commit or be binding upon
the Bank unless reduced to a writing signed by an authorized officer of the Bank. Such
communications will not represent any course of dealing, and in no manner shall you rely
in any way on any such discussions unless such communications are reduced to a writing
signed by an authorized officer of the Bank.
The acceptance of any partial cure of the Term Note Default shall not be deemed
a waiver or limitation of any of the Bank's rights reserved herein. Any delay or
forbearance by the 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 the Bank's rights or remedies at a later date.
Should you have any questions, please do not hesitate to contact me.
Sincerely,
MID PENN BANK
Amy M. Custer
Assistant Vice President
Asset Recovery Manager
¦ Complete items 1, 2, and 3. Also complete
item 4 if Restricted Delivery is desired.
¦ Print your name and address on the reverse
so that we can return the card to you.
¦ Attach this card to the back of the mailpiece,
or on the front if space permits.
1. Article Addressed to:
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A. !Mre
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3. Service Type _ :.,..
iC;,&rtifled Mail ? Express Mail
? Registered ? Return Receipt for Merchandisi
? Insured Mail ? C.O.D.
4. Restricted Deliver)? (Extra Fee) ? Yes
2. Article Number
(rmnsferfromservice faW 7010 1870 0000 8505 5913
PS Form 3311, February 2004 Domestic Retum Receipt 102595-02-M-154
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MID PENN BANK, IN THE COURT OF COMMON PLEAS
Plaintiff, CUMBERLAND COUNTY, PENNSYLVANIA
V. No.: CIVIL TERM
WSW ENTERPRISES, LLC,
AAW DISTRIBUTOR, LLC,
STANLEY A. WATTS, JR. and
WENDY S. WATTS, CONFESSED JUDGMENT
Defendants
TO: WSW Enterprises:
NOTICE OF DEFENDANT'S RIGHTS
Please be advised that, pursuant to Pa. R.C.P. 236, you are hereby notified that, a
judgment in the amount of $426,628.31 with interest from the date of the filing of this action,
on the total sum of ($426,628.31), at the simple rate of 4.2500% per year, which computes to
a current per diem of $45.63 per day has been entered against you and in favor of the
Plaintiff without any prior notice or hearing based on a confession of judgment contained in a
written agreement or other paper allegedly signed by you. The sheriff may take your money
or other property to pay the judgment at any time after thirty (30) days after the date on which
this notice is served on you.
You may have legal rights to defeat the judgment or to prevent your money or property
from being taken. YOU MUST FILE A PETITION SEEKING RELIEF 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 OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE
OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP:
Cumberland County Bar Association/
32 South Bedford Street
Carlisle, PA 17013
Telephone: 717-249-3
Toll Free (in PA): 1-800-9 0- 108
Date: ! > U - BY:
Darr . Dethlefs, Esquire
Attorney Id. No.: 58805
2132 Market Street
Camp Hill, PA 17011
MID PENN BANK, IN THE COURT OF COMMON PLEAS
Plaintiff, CUMBERLAND COUNTY, PENNSYLVANIA
V.
WSW ENTERPRISES, LLC,
AAW DISTRIBUTOR, LLC,
STANLEY A. WATTS, JR. and
WENDY S. WATTS,
Defendants
No.:1M- CIVIL TERM
CONFESSED JUDGMENT
NOTICE OF DEFENDANT'S RIGHTS
TO: AAW Distributor, LLC:
Please be advised that, pursuant to Pa. R.C.P. 236, you are hereby notified that, a
judgment in the amount of $426,628.31 with interest from the date of the filing of this action,
on the total sum of ($426,628.31), at the simple rate of 4.2500% per year, which computes to
a current per diem of $45.63 per day has been entered against you and in favor of the
Plaintiff without any prior notice or hearing based on a confession of judgment contained in a
written agreement or other paper allegedly signed by you. The sheriff may take your money
or other property to pay the judgment at any time after thirty (30) days after the date on which
this notice is served on you.
You may have legal rights to defeat the judgment or to prevent your money or property
from being taken. YOU MUST FILE A PETITION SEEKING RELIEF 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 OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE
OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP:
Cumberland County Bar Association/
32 South Bedford Street
Carlisle, PA 17013
Telephone: 717-249-31
Toll Free (in PA): 1-800-9 0 108
Date: BY:
Darrel l"(5. Dethlefs, Esquire
Attorney Id. No.: 58805
2132 Market Street
Camp Hill, PA 17011
MID PENN BANK, IN THE COURT OF COMMON PLEAS
Plaintiff, CUMBERLAND COUNTY, PENNSYLVANIA
V.
No.: 1- /° '?6
- CIVIL TERM
WSW ENTERPRISES, LLC,
AAW DISTRIBUTOR, LLC,
STANLEY A. WATTS, JR. and
WENDY S. WATTS, CONFESSED JUDGMENT
Defendants
TO: Stanley A. Watts, Jr.:
NOTICE OF DEFENDANT'S RIGHTS
Please be advised that, pursuant to Pa. R.C.P. 236, you are hereby notified that, a
judgment in the amount of $426,628.31 with interest from the date of the filing of this action,
on the total sum of ($426,628.31), at the simple rate of 4.2500% per year, which computes to
a current per diem of $45.63 per daY has been entered against you and in favor of the
Plaintiff without any prior notice or hearing based on a confession of judgment contained in a
written agreement or other paper allegedly signed by you. The sheriff may take your money
or other property to pay the judgment at any time after thirty (30) days after the date on which
this notice is served on you.
You may have legal rights to defeat the judgment or to prevent your money or property
from being taken. YOU MUST FILE A PETITION SEEKING RELIEF 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 OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE
OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP:
Cumberland County Bar Association/
32 South Bedford Street
Carlisle, PA 17013
Telephone: 717-249-3 66
Toll Free (in PA): 1-800- -9108
Date: -(2
BY:
Darrell C. Dethlefs, Esquire
Attorney Id. No.: 58805
2132 Market Street
Camp Hill, PA 17011
MID PENN BANK, IN THE COURT OF COMMON PLEAS
Plaintiff, CUMBERLAND COUNTY, PENNSYLVANIA
V. .
No.: 1fi 1 ? ` GY b - CIVIL TERM
WSW ENTERPRISES, LLC,
AAW DISTRIBUTOR, LLC,
STANLEY A. WATTS, JR. and
WENDY S. WATTS, CONFESSED JUDGMENT
Defendants
TO: Wendy S. Watts:
NOTICE OF DEFENDANT'S RIGHTS
Please be advised that, pursuant to Pa. R.C.P. 236, you are hereby notified that, a
judgment in the amount of $426,628.31 with interest from the date of the filing of this action,
on the total sum of ($426,628.31), at the simple rate of 4.2500% per year, which computes to
a current per diem of $45.63 Per day has been entered against you and in favor of the
Plaintiff without any prior notice or hearing based on a confession of judgment contained in a
written agreement or other paper allegedly signed by you. The sheriff may take your money
or other property to pay the judgment at any time after thirty (30) days after the date on which
this notice is served on you.
You may have legal rights to defeat the judgment or to prevent your money or property
from being taken. YOU MUST FILE A PETITION SEEKING RELIEF 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 OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE
OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP:
Cumberland County Bar Association/
32 South Bedford Street
Carlisle, PA 17013
Telephone: 717-249-3 6
Toll Free (in PA): 1-800- -9108
Date: BY:
Darrell C. Dethlefs, Esquire
Attorney Id. No.: 58805
2132 Market Street
Camp Hill, PA 17011
SHERIFF'S OFFICE OF CUMBERLAND COUNTY
Ronny RAnderson
Sheriff
Jody S Smith l
Chief Deputy L 13 Am
Richard W Stewart rw??grERL?ND COUNTY
? ?NNSYLVAN?
Solicitors'
Mid Penn Bank Case Number
vs. 2012-640
Stanley A. Watts, Jr. (et al.)
SHERIFF'S RETURN OF SERVICE
02/03/2012 10:25 AM - William Cline, Corporal, who being duly sworn according to law, states that on February 3,
2012 at 1025 hours, he served a true copy of the within Complaint in Confession of Judgment, upon the
within named defendant, to wit: WSW Enterprises, LLC, by making known unto Wendy Watts, Owner of
WSW Enterprises, LLC at 770 S. West Street, Carlisle, Cumberland County, Pennsylvania 17013 its
contents and at the same time handing to her personally the said true and corr t copy of the same.
ILLIAM CLINE, DEPUTY
02/03/2012 10:25 AM - William Cline, Corporal, who being duly sworn according to law, states that on February 3,
2012 at 1025 hours, he served a true copy of the within Complaint in Confession of Judgment, upon the
within named defendant, to wit: AAW Distributor, LLC, by making known unto Wendy Watts, Owner of
AAW Distributor, LLC at 770 S. West Street, Carlisle, Cumberland County, Pennsylvania 17013 its
contents and at the same time handing to her personally the said true and corr ct copy of the same.
lq--z -1
LLI M CLINE, DEPUTY
02/03/2012 10:25 AM - William Cline, Corporal, who being duly sworn according to law, states that on February 3,
2012 at 1025 hours, he served a true copy of the within Complaint in Confession of Judgment, upon the
within named defendant, to wit: Stanley A. Watts, Jr., by making known unto Wendy Watts, Owner of
WSW Enterprises, LLC at 770 S. West Street, Carlisle, Cumberland County, Pennsylvania 17013 its
contents and at the same time handing to her personally the said true and co sect copy of the same.
WILLIAM CLINE, DEPUTY
02/03/2012 10:25 AM - William Cline, Corporal, who being duly sworn according to law, states that on February 3,
2012 at 1025 hours, he served a true copy of the within Complaint in Confession of Judgment, upon the
within named defendant, to wit: Wendy S. Watts, by making known unto herself personally, at 770 S.
West Street, Carlisle, Cumberland County, Pennsylvania 17013 its contents and at the same time handing
to her personally the said true and correct copy of the same.
LLIA CLINE, DEPUTY
SHERIFF COST: $88.45
February 09, 2012
is CountySuite Sheriff, Teleosott, Inc.
SO ANSWERS,
RON R ANDERSON, SHERIFF