Loading...
HomeMy WebLinkAbout04-4796TUCKER ARENSBERG, P'C' F. Stephenson Matthes By: PA i.D. No. 67408 111 North Front Street P.O. Box 889 Harrisburg, PA 17108-0889 Telephone: 717-234-4121 .. · · 717-232-6802 Facsimile. .6802 . c. nHRT OF COMMO_.N._P.L, EAS THE LEGACY BANK, : ~'BERLAND cOUNTY 2600 Commerce Drive Harrisburg, PA 17110, Plaintiff, CIVIL DIVISION V. NO. Ocl. q' qG RONALD W. BAER 71 Cold Springs Road Carlisle, PA 17013, ENTRY OF JUDGMENT BY CONFESSION AND ASSESSMENT OF DAMAGES. Pursuant to the Complaint in Confession of Judgment filed in the within action and the Warrant of Attorney attached hereto, judgment is hereby entered against the Defendant, jointly and severally. DAMAGES ARE ASSESSED AS FOLLOWS: Unpaid principal balance under the Unconditional Guarantee dated April 30, 2003 as of $444,454.49 July 6, 2004 Late fees from July 6, 2004 1,160.7~ $445,615.25' *Together with interest accruing at the rate in the Unconditional Guarantee from July 6, 2004, attorneys' fees, and costs of this action (to be determined) 72077.1 ~ -2- TucKER ARENSOERG, P'C' By: F. Stephenson Matthes PA I.D. No. 67408 111 North Front Street P.O. Box 889 Harrisburg, PA 17108-0889 Telephone'- 717-234-4121 Facsimile: 717-232-6802 ~_~__________~.. ~;~~~ ~ CUMBERLAND cOUNTY 2600 Commerce Drive Harrisburg, PA 17110, plaintiff, : : CIVIL DiVISiON v. : NO. 0¥ RONALD W. BAER 71 Cold Springs Road Carlisle, PA 17013, ENTRY OF APPEARANCE PRAECIPE FOR ASSESSMENT OF DAMAGES AND CONFESSION OF JUDGMENT TO THE PROTHONOTARY: Kindly enter our appearance for and on behalf of the Defendant above named. Pursuant to the authority contained in the Warrant of Attorney separately set forth in the Unconditional Guarantee dated April 30, 2003, a true and correct copy of which is attached as Exhibit A to the Complaint filed in this action, we hereby appear for the Defendant in this matter, Ronald W. Baer, and confess judgment authorized, in favor of the Plaintiff and against the Defendant, as folloWS: DAMAGEs ARE ASSESSED AS FOL/.OW$: Unpaid principal bal Guarantee d ance Under July 8, 2004 ated April 30, 2003 tha~oUfnc°nditional Late fees from July 8, 2004 $444,454.49 $448,618.25. *.~Tog. .ether With inte ., ~tn~nC°nditional eGr~:! a_ ~ru'.g at the ,~.- . Lrurneys, ~A_ ,~rantee fro..- · · ,are In '~-*', and cost~ ,.~,': ¥'" du~y 8, 20n,~ "~ ,,~ mia aCt/on ~'to , ,~e ~etermined) ~.o. Box 889 reet Harrisburg, PA  Telep. hone: 717-2- Dated: Facsimile: ?~ ~ ?~o~a.~ A~tOmeya for Plainti The Legacy Bank fi' -2- TUCKER ARENSBERG, P.C. By: F. Stephenson Matthes PA I.D. No. 67408 111 North Front Street P.O. Box 889 Harrisburg, PA 17108-0889 Telephone: 717-234-4121 Facsimile: 717-232-6802 THE LEGACY BANK, COURT OF COMMON PLEAS 2600 Commerce Ddve CUMBERLAND COUNTY Harrisburg, PA 17110, : Plaintiff, : v. CIVIL DIVISION RONALD W. BAER NO. O(/- ~7~/G 71 Cold Spdngs Road Carlisle, PA 17013, Defendant. : COMPLAINT IN CONFESSION OF JUDGMENT Plaintiff, The Legacy Bank (the "Bank"), by and through ils attorneys, Tucker Arensberg, P.C., files this Complaint for judgment by confession pursuant to Pennsylvania Rules of Civil Procedure 2950-2956 and, in support hereof, states as follows: 1. The Bank is a national banking association with an address at 2600 Commerce Drive, Harrisburg, Pennsylvania 17110. 2. Defendant, Ronald W. Baer, is an adult individual with a last known address of 71 Cold Springs Road, Carlisle, Pennsylvania 17013. 3. The Defendant executed a certain Unconditional Guarantee on April 30, 2003 (the "Guarantee") pursuant to which the Defendant agreed to, and did, become unlimited guarantor and surety for all obligations of HealthCore, LLC, (the "Borrower") to the Bank, including but not limited to, Borrower's obligations to Bank under (i) that certain Loan Agreement between the Borrower and the Bank dated April 30, 2003 and all related documents (the "Agreements"). True and correct copies of the Unconditional Guarantee and Note/Loan Agreements are attached hereto and incorporated herein as Exhibits "A" and "B", respectively. 4. Defendant, through the terms of the Guarantee, authorized the confession of judgment against the Defendant. 5. Pursuant to the terms of the Guarantee, the Defendant was required to, among other things, guarantee and act as surety for Borrower's obligations under the Agreements. 6. As a result (among other things) of Borrower's failure to pay certain amounts as and when due under the Agreements, events of default occurred under the Agreements. 7. Pursuant to the terms of the Agreements, upon the occurrence of an event of default, the Bank was authorized to declare all amounts payable under the Agreements to be immediately due and payable. 8. Pursuant to the terms of the Guarantee, upon the occurrence of an event of default under the Agreements, the Bank was authorized to declare all amounts payable under the Guarantee to be immediately due and payable. -2- 9. On or about September 17, 2004, the Bank sent letters to Borrower, notifying the Borrower of the occurrence of events of default under the Agreements (the "Default Letters") and declaring the unpaid principal amount of the Agreements, interest accrued thereon, and all other amounts owing under the Agreements to be immediately due and payable in full. True and correct copies of the Default Letter are attached hereto and incorporated herein by reference as Exhibit "C". 10. On September 22, 2004, the Bank sent a letter to the Defendant, again notifying the Defendant that all obligations under the Agreements were due and payable. A true and correct copy of that letter is attached hereto and incorporated herein as Exhibit "D". 11. Notwithstanding demand and default, the Borrower and the Defendant have not paid the full amounts owed to the Bank under the Agreement. 12. Pursuant to the terms of the Agreements, upon the occurrence of an event of default under the Guarantee, the Bank may appear for and confess judgment against the Defendant for the amounts due and owing under the Guarantee. 13. Under the terms of the Guarantee, the Bank is entitled to recover from the Defendant the costs of any suit, including attorneys' fees. 14. Under the terms of the Guarantee, the Defendant agreed that the Courts of Common Pleas of the Commonwealth of Pennsylvania and any United States District Court in Pennsylvania shall have jurisdiction with respect to matters involving the Guarantee. -3- 15. As of July 6, 2004, the amounts due and owing by the Defendant to the Bank under the Guarantee are as follows: Unpaid principal balance under the Unconditional Guarantee dated April 30, 2003 as of July 6, 2004 $444,454.49 Late fees from July 6, 2004 I 160.76 $445,615.25* *Together with interest accruing at the rate in the Unconditional Guarantee from July 6, 2004, attorneys' fees, and costs of this action (to be determined) 16. The Note and the Guarantee had not been assigned by the Bank. 17. The Bank's claims against the Defendant are not based upon a residential mortgage and Act 6 does not apply. 18. No judgment has been entered on the Guarantee in any jurisdiction. 19. The confession of judgment provision appearing in each of the Notes or Guarantee is less than twenty (20) years old. 20. Judgment in favor of the Bank and against the Defendant is not being entered against a natural person in a consumer credit transaction. 21. Judgment in favor of the Bank and against the Defendant as demanded is authorized by the confession of judgment provisions contained in the Note and/or Guarantee. WHEREFORE, the Bank, as authorized by the Warrant of Attorney contained in the Note and Guarantee, hereby demands that judgment by confession be -4- entered in its favor and against the Defendant, in the amount of $445,615.25, plus interest accruing after July 6, 2004, plus costs and attorneys' fees and requests such other and further relief as the Court may deem proper. 111 North Front Street P.O. Box 889 Harrisburg, PA 17108-0889 Telephone: 717-234-4121 Facsimile: 717-232-6802 Dated:~~[~/~ Attomeys for Plaintiff, ?207g.~ ,. ~ The Legacy Bank -5- TUCKER ARENSBERG, P.C. By: F. Stephenson Matthes PA I.D. No. 67408 111 North Front Street P.O. Box 889 Harrisburg, PA 17108-0889 Telephone: 717-234-4121 Facsimile: 717-232-6802 THE LEGACY BANK, : COURT OF COMMON PLEAS 2600 Commerce Ddve : CUMBERLAND COUNTY Harrisburg, PA 17110, : Plaintiff, v. CIVIL DIVISION RONALD W. BAER : NO. 71 Cold Springs Road Carlisle, PA 17013, : Defendant. VERIFICATION Don Signor hereby states that he is a Loan Review Officer of The Legacy Bank, and verifies that the statements made in the foregoing Complaint In Confession of Judgment are true and correct to the best of his knowledge, information and belief. The undersigned understands that the statements made therein are made subject to penalties of 18 Pa. Cons. Stat. Ann. ~4904 relating to unsworn falsification to authorities. Don Signor, Loed'Re~w Officer The Legacy Bank Dated: ?/~ ~),~ ~,z 72052.1 CERTIFICATE OF SERVIC~ AND NOW, this ~f'~ day of ~, 2004, I, Dawn T..eilman, Legal Secretary to F. Stephenson Matthes, Esquire, for the firm of Tucker Arensberg, P.C., hereby certify that I have this day served a true and correct copy of the within document, by mailing same by U.S. Mail, Certified Return Receipt Requested, postage prepaid, addressed as follows: Ronald W. Baer 71 Cold Springs Road Carlisle, PA 17013 Dawn T. Heilman 72101.1 U.S. Small Business Administration UNCONDITIONAL GUARANTEE SBA Loan # ! GP 826 380 ~0 09 HBGI SBA Loan Name Hoal~Cora, LLC Ronald W. Boar Guarantor Krista K. Beer HoallhCom, LLC Lender The Legacy Bank Date Aprf130, 2003 Note Amount 500,0OO.OO 1. GUARANTEE: Guarantor uncund~fien~Uy guaran~es payment to Lender of all amounts owing under the Note. This Guarantee remains effect unt, I ~be Nora ts prod m full. Ooaramm- must pay ali amounts due undar thc Note when Lender m~keS written demand upon Guarantor. Lender is nm rcqu~d to seek payment fTom any other source before demanding payment from Guarantor. 2. NOTE: The "Note" is the pra~sso~ note da~d Apd130, 2003 in thc principal amount of FIVE HUNDRED THOU,~,ND AND NO/100 Dollars, from Bonower to Lender. It includes any assumption, renewal, substitodoa, or zeplacement of the Note, and multiple notes under a line of credit. 3. DEFINITIONS: "Collamtal" means any property taken as security for payment of the Note or any guarantee of the Note. "Loan" metals the loan evidenced by the Note. "Loan Documents" means the documents related to the Loan signed by Borrower, Guarantor or any othar gunnmtm', or anyone who pledges Collateral. SBA" means the Small Business Administration, an Agency of the United States of America. SBA Fora1148 (1 (Y9~) Previous editions ObSOlete. Page 1/5 Bankers Systems, Inc., St. Cloud. MN 4. LENDER'S OEKERAL POWERS: Lcnd~ may l~e any of the foHowin~ actions at ~ ~ne. without notice, wi~out Oua~antm"s consm~ aad without maki~ den~d upoo Guarantor. A. Modif3, ~he lenns of r. he No~e ~- any o~he~ Loan Docume~ excel~ to increase Ibc amouats due under the Note; B. Refrain from taking any action on the Note, ~he Collateral, or a~y guarantee; C. Release a~y Borrower or any gu,~rantc~ of the No,,'; D. Compron~e or set-de wi~h ~ Bcd'rower o~ any ~u~antar of the No~e; .~. Substitu,,. c~ ~elease any of the Collamnd, whethc~ ~ not Lender reccive~ any~ing in return; F. Foreclose upo~ or o&erwi~ obtain, and dhpose of, any Collar-al ~ public o~ private ~e. with o~ without advc~isemen~; G, Bid °r buy at a~Y sale of Colia~'zi by Leuder o~ a~y other lie~holde~-, at ~y price Leader chooses; ~ H. ~.xc~cisc any ~i~hts il ha~. includiag those i~ the Nole aad other Loan Docume~t~. The. se ~c2ions will not release or rcduce the obliga~on$ of Gtlarant~ c~' create aay l'ights m' ¢1~i~* a~n~e Lendcl'. Whea SBA is the holder, thc Note and ~i$ Guarantee will be construed and euf-c~ced under federal law, iaclug~n~ SBA re~,ul~on$. Lender c~ SBA may u~e stale o~ local !~ocedu~es for filh~g pa~cr~, recording document~ givi~ notice, foreclosing li~, and othe~ p~oscs. By usin~ such procedures. SBA d~es no~ wsive a~y federal iran'Rlllity ~ ~.~ local consol, pertain,, tax. or liability. As to ~ C, uarantee, Guaranty- may no~ claim o~ a~sefi ~y Iocsl c~ state law ag~insl SBA m deny any obligation, defe~ a~y claim of SBA, c~ l~eemp~ red,al law. 6. RIGHT~, NOTICF~. AND DF. FENSF~ THAT GUAI~TOR WAIVBS: To L~c exten~ permiu~l by law, A. C, uaramor waives ~11 rights to: I) R~ui~e pfescntme~ prote~ or &,m~a upon 2) R~;_"m any Collaleral befm'c or after Leader dispo~e~ of it; 3) Have any disposition of Collateral adverted: and 4) R~ui~e a valu~io~ of Col]~lc~al before or afl. er Le~der disposes of iL B. Guarani- waives any r, olice of: I) Any defauh trader the Note: 2) P~se~unen~, dishonor, protest, of ~) Bxecution of the Note; 4) .Any ac~o~ or inactioa o~ the Not~ or Coll~leral, such as a~sbursemea~, payment. ~o~ayment. accele~ion. ~) Any clung~s inlhe ~ of the Note or o~hc~ Loan ~, exc~M increases in the smmmte due NOTe; and 7) The t~nc or place o~ any sek oF other disposition of Colla~ml. C. Guarantor waives d~enses bs.~d upon an), claim th~ 1) Lendm- f~ilcd to obUin any 3) Lender oF o~crs i~,~ri~ ve]ued oF inspected the Colle~d; 4) Thc ¢ollat~l changed in va]ut, o~ w~ neglected, lost. desmar, oF unde~su~d; SBA ~mn 148 ~lt:b~8) ProvJotm otfflons obsoioto. 5) Lender impaired the Collateral: 6) Londer did not dispose of any of the Collateral; 7) Lender did not conduct a commercially reasonable sale; 8) Lender did not obtain the fair market value of thc Collamral; 9) Lender did not ~e or perfect a clabu upon the death or disability of Borrower or any guarantor of the Note'- ] 0) The ~nandal condition of Borrower or any guerantor was overrated or has advex~.ly changed; l 1) Lender ~**~,. orrms or omissions in Loan Documents or edminis~atiou of the Loan; 19) Land~ did not seek payment from the Borrower, any other guarantors, or any Collateral before demanding payment from Guarantor:. 13) Lender/repaired Guarantor's stu~tysh/p rights; 14) Lender modified the Note m-ms, other than to increase amounts due under the Note. If Lender mod/ties the Note to inere,~qe the amounts due under the Note w/tbuut Guaranml"s ccosen~ Guarantor wilJ no~ be liab]c for the increased amounts and related interest and expenses, but rrm*i,~ lich]e fro' ali other amounts; 15) Bormwof has av0/ded liability on the Note; or 16) Lender has takan an action allowed under the Note, this Guarantee, or oth~ Loan Donumunl~. 7. DUTEES AS TO COLLATERAL: C, annmtor wfl] preserve the Coliatentl pledged by Guarantor to seunre this Guarantee. Lender has nu duty to pp,-se, rye or dispose of any Conateral. 8. SUCCT~SORS AND ASSIGNS: Under this Guwantee, Gti~,,tor includes he/rs and successors, and Lunder includes its successors ami assigns. 9. GENERAL PROVISIONS: A. ENI=OR~ EXPENSES. Guarantor promises to pay all expenses Leader incurs to enforce this Guarantee, including, but not l/mired to. atxm'uey's fees and costs. B. SBA NOT A CO-(3UARA.NTOR. Guarantor's liability will continue even if SBA pays Lender. SBA is not a co-guaraotor with Guarantor. Guarantm-has no right of eontsibul/co ~ SBA. C. SUBROGATION R]i~HTS. Guarantor has no subrogation rights as to the Nora or the Coliatend nut/l the Note is D. JOINT AND SEVERAL LIABILITY. All individuals and endl/es si?i,~5 as Oanrantor ere jointly and severally liable. E. DOCUMENT SIGNING. C, uasantor must sign all docJ,,,--qts necessary at any time to c~uq~iy with the Loan Documents and to enable Lender to anqu/re, perfec~ or maintain Lender's liens un Colia~m'al. 1~. FINANCL~.L STATEMEqTS. Guarantor must give Leader ~n*n,./al ~a~.*,~un~ as Lender G. I..~NrDI/P,'S P, JCoHTS CUMULAT/V~ NOT W~. Lender may exe~:/se any of its rights separately or together, as ,~,y. times as it chooses. Lender may delay or forgo enf~,~.;.,g any of its rights without losing or impairing any of them. H. ORAL STA~$ NOT BINDING. C*um'antor may not use an omi statement to coulred/ct of altm' the written terms of the Note of this Oueranme, or to raise a defeflse to this Guersutee. L SEVF..RABILITY. If any part of this Gueranme is found to be uneoforceable, ali other parts will r~m,,i,, in e/T'ant. J. CONSIDERATION. The consideration for this C, uasantee is thc Loan of any accommodation by Lender as to the Loan. Banlmrs 5'ystoms, Ino., ~t. CJoucl, MN 10. STATE.SPECII~IC PROVISIONS: WARRANT OF AUTHORITY TO CONFESS JUDGEMENT. Upon default, in addition to all other remedies and dghts available to you, by signing below I irTevocably authorize the prothonota~, clerk, or any attorney to appear in any ocu~t of record having j:~iction o.ver this matter and to confess judgment agalrtst me at any time without stay of axesulton. I waive notice, service of p cesa, eno process. ! agree and understand that judgment may be confessed agalrmt me for any unpaid principal, so~ued charges due off this Note. plus co41estlon costs and reasonable attorneys' fees up to 15 percent of ~e JudgemenL The axercJea of the power to confess judgment will no~ exhaust this warrant of aofhority to understand that my property may be seized without prior notice to satisfy the debt owed. I knowingly, Intando~aily, end voluntarily waive any artd ail ocnstJtudonaJ rights I have to pre-deprivetion nodca and hearing under federal and state laws ~ncl fully understand the consequenoea of Ibis waiver. By signing immediately below, I agree to the terms of the CONFESSION OF JUDGEMI~'dT section. . S~A Fo~m 148 (10/96) Previou~ editiona obsolete. Page 4/5 Bankem Systems, Inc., St. Cloud, MN 11. GUARANTOR ACKNOW~.I=r~GM~NT OF TERMS. Guarantor acknowl~es tbac GuaranLor has read and understands th~ significance of all terms of the Note and this Guarantee, including all waivers. 12. GUARANTOR NAM]E($) AND $1GNATUR~$): B3' signing below, each individual or entity becomes obligated as Guarantor under this Otiarantee. F~ .8aer I~s/ta K. Baer ~' April 30, 2003 B~nkers System, s, Inc., St. C~oud, MN U.S. Small Business Ad,~iaistration -" NOTE SBA Loan # Gp 626 380 40 09 HBG SBA Loan Name HoallhCore. LLC Date April 30, 2003 Loan Amount ' 500.000.00 Interest Rate WSJ Prime + 2.75% ' Heal. Core. U..C Borrower Operating Company Lender The Legacy Bank I. PROMISE TO PAY: In remm t'or the Loan, Borrower promises to pay to rb~ orck-r of Lender lite smotm£ of' FIVE HUNDRED THOUSAND AND NO/100 Dollars, interest on the unpaid principal balance, and rill other amounts required by this Note. 2. DEFINTrlONS: "Collateral" mcaus any propen~ zakeu as security for paymeni of this Noie or any ~uaranlee of ~ Note. "Ouaranter" means each person oi' en~iuy ~bat signs a ~uaranme of payment of ~ Note. "Loan" m~ans rite loan evi~nced by r.his Note. ~'~Loau Documents" means bbc documenLm rela~ed ~o ~ loan sigued by Borrower, any Ou~zm~ar, ar aayoue who pledges colla~ral. "SBA" means the Small Business Ad,-i-isii-asion, ~m Agency of ~he Uni~d Stales ol' America. SBA Fgwm 147 (06/03/02~ vemion 4.1 . P~ge 1/~ ' BeJ'tkers Systems, Inc., St. C~I, MN ' .3. PA Y]V',..Ei',Ff Borrower must mnke ali payments at ~he place L~nder dcsi~natc$. The paymeut terms t'or this Note are: The interest rate on this Note will fluctuate. The initial interest rate is 7.500% per year. This initial rate is the prime rate on the date SBA received the loan application, plus 2.75%. The initial interest rate must remain in effect until the first change peded begins. Borrower must pay principal and interest payments of $7,547.00 every month, beginning one month from the month of initial disbursement on this Note; payments must be made on the same day as the date of initiaJ disburseu3p~t nn fh[~ N~te 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 quarterly (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, a published in the Wall Street Journal on the next business day. The adjusted interest rate will be 2.75% 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 initiaJ interest rate must remain in effect until the first change period begins. Lender must adjust the payment amount at least a__n_nnually 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 7 years from date of Note. Late Charge: If a payrcent on this Note is more than 10 days late, Lender may charge Borrower a late fee of up to 5% of the unpaid portion of the regularly scheduled payment. Loan Prepayment: Notwithstanding any provision in this Note to the contrary: Borrower may prepay this Note. Borrower may prepay 20 beroent or }ess of the unpaid principal balance at any time without notice. If Borrower prepays more that 20 percent of the Loan and the Loan has been sold on the secondary market, Borrower must: a. Give Lender wr'~an notice: b. Pay ail accrued interest; and c. If the prepayment 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. Farm 147 ((]~133~32) Va r~i~l 4.1 Page ~/6 Bankers Systems, Inc., St. Cloud, MN 4. DEFAULT: Borrower is in default under t.his Note if Borrower don~ not maku a payment when due under th/s Notn, or if Borrower or Oparating Company: A. Fails to do anything required b)' this Note and other Loan Douun~nts; B. Defatflt$ on any other loan with L~ltier; C. Does not preserve, or account ro Lender's satisfaction for, any of the Collateral or its pwcands; D. Does not disclose, or anyone acting ou their behalf dce~ not disclose, any material fact to Lender or SBA; F.. Make~, or anyone acting on their behalf m~,¥es, a materially false or misleading represe~tagon to Lender or SBA; F. Defaults on any loa~ or agreement wi~h another creditor, if Lnoder believes th~ default may materially affect Borrower's abiliv/to pay this Note; G. Fails to pay any h~',as when due; H. Bacomes the subject of a proceeding under any banknip,-y or iusoivancy law; I. Has a receiver or liquidator appointed for any pan of their business or property; J. Makes an assi~unont for the henefit of creditors; K. Has any adverse change ia financial anndition or busine~ operation thai Lectier helioves may m*~,,'i'ially affect Borrower's ability to pay this Note; L. Reorganians, mergas, cousolidates, or otherwise cbangas ownership or busiae~ atmcmr~ witho,,~ Lender's prior wliIi~n onikseut; or M. Becomes the subject of a civil or criminal action that Lender believes may matorially affect Borrower's ability to pa), this Note. /i. LENDER'S RIGHTS IF THI~RE IS A DEFAULT: Without uctice or dem*~d and without giving up any of its fi~hts, Lender may: A. Require immediate payment of all amounts owiag under this No~; B. Collact all amounts owing from any Borrower or Guarantor, C. File suit and obtain jucl~mact; D. Take possession of any Colla~ral; or E. Sell. lease, or otherwise dispose of, any Collale~al al pt~blic or prival~ sale, with or wihhout advertisement. 6. LF-.NDER'S GENERAL POWERS: Without notice and without Bon, ower'$ consun~, l.--'nder may: A. Bid on or buy the Collateral al its sale or ~ sale of another lionholder, at any price it chooses; B. Incur expanses to collect amounts due onder this Note, onforce the tenus of this Note or any other Loan Doonmen~, and preserve or dispoac of the Colla~ral. Among other things, the expanses ~ iachde paymon~s for property ~sans, prior lians, iasc, ~y,~isals, envimnmontel remerliation costs, and ransonable a~omey's fe~ and costs. If Lender i~curs such exper~¢s, it may demand immediate repayment from Borrower or add the expenses to the priecip~l balance; C. Release anyone oblip, ted to pay this Note; D. Compromisc. release, r~u~w, extend or substitute any of the Collamal; and E. Take any action nacessa~ to protect the Collalerel or collect amounts owing on this Note. SBA Fora11/,7 (06/1~3/~ Version 4.1 Pilg~ 3~ Bankers Systoms, Inc., St. Cloud, MN 7. WHEN FEDERAL LAW APPLIES: When SBA is ~he holder, ~his Note will be inu~rpre~cd and enforced under federal law, including SBA ragularions. Lender or SBA may use s~le or local procedures for filing papers, recording doenmen~s, ~iving no,cc, foreclosin~ hens, and ori~er purposes. By using such procedures, SBA does not waive any fcfleral imm,llli~y ~ s~le or local conlrol, penal~y, ta~, or linbili~y. As to rigs No'", Borrower may not claim or a~ser~ against SBA any local or s~c law ~o deny any oblig~en, dele,,' any claim of SBA, or preempt federal law. 8. SUCCESSORS AND ASSIGNS: Under this Note, Borrower and Operating Company include die successors of usch, and Lender includes i'" succnsso'~ and assi~s. 9. GENERAL PROVISIONS: A. All individuals and en~iti~s si~ ~s Note are jointly and severall), liable. B. Borrower waives all su~tyship d~fenses. C. Borrower must si~ all dcc~man~s necessary a~ any ,line to comply wi~h tbe Loan Documents a~nd to ~nabl¢ Lender to acquire, p~r~e~ or maintain Lender's liens on Collateral. D. Leo~r ma), e~erclse any of its rights separably or together, as many ~imas and in any ~ it chooses. Lender may delay or forgo ~nfi~:i~ any of i~s rights without ~iviag up an~, of ri~m. E. Borrower may not use an oral statem~a~ ot' Lender or SBA ~o coorradic~ or al~e4' ~e wriv. en len~s of this No~,'. F. If an), pan ol' ~his No~ is ur~nforc¢~bl~, all o~er pans remain in eff~:~ ~. To th~ ex~,'nt allowed by law, Borrower waives all demands and aolic~s in ¢onnec~ien wi~ ~his Not-, im:ludin~ presentman~, demand, protest, and en~i~e of dishonor. Borrower also waives any defenses ba.~d upon an), claim dia~ Lender did not olXaln an), suaran~ee; did not obtain, pert'e~t, or main~sin a ~ upon Collateral; impaired Colla~eral; or did not olXaln rlz fair murat valu~ of Colla~'al a~ a sal~. Bankem Systems, Inc., bt. Clot~, MN I0. STATE-SPECIFIC PROVISIONS: WARRANT OF AUTHORITY TO CONFESS JUDGEMENT, Upon default, in addition to all other remedies end rights available to you. by signing below I irrevocably authorize the prothonotary, clerk, or any attorney ta appear in any court of record having jurisdiction over this matter and to confess judgment against me at any time without stay of execution. I waive notice, service of process, and process. I agree and understand that judgment may be confessed against me for any unpaid principal, accrued charges due on His Note, plus collection costs and reasonable attomeys' fees up to 15 percent of the JudgemenL The exercise of the power to co~nfese judgment will not exhaust this werrsnt of authority to understand that my property may be se[zed without pi~or nclice to satisfy the debt owed. I knowingly, intandonstly, end voluntarily waive any and all constitutional rights I have to pre-depriva~on notice and hearing under federal and state laws and fully understand the consequences of this waiver. SBA Form 1~7 (06/03~2) Vemlo~ 4.1 Page 5/8 Bankers Systems, Inc., St. Cloud, MN 11. BORROWER'S NAMe(S) AND SIGNATURE(S): By sig'tfing below, each individual or entity b~comes obligated uader this Nora as Borrower. Heal~lGOm, LLC S~A ,=orm 147 (06/O3/QL)) Vemion 4.'~ Page 6/0 B~nkers Sy,~toms, inc., ~t. Cloud, MN TUCKER ARENSBERG sm etU~tucJ~edew, ccm Attorneys September 16, 2004 VIA CERTIFIED MAIL, RETURN RECEIPT REQUESTED NO. 7002 24'10 0001 2367 2348 AND FIRST CLASS MAIL Jenine J. Kerr Krista K. Baer HealthCore, LLC 47 West Pomfret Street Carlisle, PA 17013 RE: Promissory Note dated April 30, 2003 (SBA Loan) in Principal Amount of $500,000 Between HealthCore, LLC and The Legacy Bank Notice of Default and Demand for Payment Dear Ms. Kerr and Ms. Baer: This office represents The Legacy Bank ("Legacy" or "Lender`').- Reference is made to that certain Promissory Note dated April 30, 2003 (the "Note") in the principal amount of $500,000, which was executed and delivered to Legacy by HealthCore, LLC ("Borrower"). Reference is further made to that certain Commercial Security Agreement dated April 30, 2003 (the "Security Agreement"}, which was executed and' delivered by the Borrower to Legacy. The paragraph of the Note entitled "DEFAULT" provides, in p;trt, that Borrower will be in default 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) fails to pay any taxes when due; ...". The Note provides that upon default, Lender may "(a) require immediate 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." Borrower is presently in default for numerous reasons including a failure to make payments when due on several loan obligations to Legacy, as well as for failing to make tax payments when due. Pursuant to the direction of Legacy Bank, we hereby notify you that Legacy Bank declares the entire balance under the Notes immediately due and payable and demands immediate payment of all principal, interest, and fees, currently $444,454.49, together with accruing interest, attorneys' fees and other expenses. This balance is current as of September 15, 2004, but does not include attorneys' fees and costs. For a complete breakdown of the same, please contact the undersigned. Tucker Arensl=erg, P.C. 111 North Front Street P.O. 8ox 889 Harrisburg. PA 17'108 w,~nv, tuckerfaw, com ''" ~ p. 800.257.4121 p. 717.234.4121 1. 71~'L~32..8802 TUCKER ARENSBERG Attorneys Jenine J. Kerr Krista K. Baer September 16, 2004 Page 2 Payment should be made by cashier's check or wire transfer to The Legacy Bank, 2600 Commerce Drive, Harrisburg, PA 17110. The Legacy Rank reserves all rights and remedies that it has under the Note, any other loan documents executed in connection with the Note, any other loan documents by the Borrower, any third party obligor, any pledgor, any guarantor and/or at law or in equity. Thank you for your immediate attention to this matter. Very truly yours, F. S~phenson Matthes FSMIdth cc: Jenine J. Kerr Ronald W.' Baer Krista K. Baer W&C Realty & Holdings, L.P. HealthCore of Maryland, LLC HealthCore of Ohio, LLC 71852.1 Exhibit D TUCKER ARENSBEI A t t o r n e y s smatthe~tuc~eflaw,com September 22, 2004 VIA FACSIMILE, CERTIFIED MAIL, RETURN RECEIPT REQUESTED NO. 7002 24t0 0001 2367 2836 AND FIRST CLASS MAJL Ronald W. Baer 71 Cold Springs Road Carlisle, PA 17013 RE: Guaranty of Promissory Note dated April 30, 2003 (SBA Loan) in Principal Amount of $500,000 Between HealthCore, LLC and The Legacy Bank Notice of Default and Demand for Payment To Whom It May Concern: This office represents The Legacy Bank ("Legacy" or "Lender"). Reference is made to that certain Promissory Note dated April 30, 2003 (the "Note") in the principal amount of $500,000, which was executed and delivered to Legacy by HealthCore, LLC ("Borrower"). Reference is further made to that certain Commercial Security Agreement dated April 30, 2003 (the "Security Agreement"), which was executed and delivered by the Borrower to Legacy. Reference is further made to that certain Unconditional Guaranty dated April 30, 2003 (the "Guarantee"), which was executed and delivered to Legacy by Ronald W. Baer. (the "Guarantor"). The paragraph of the Note entitled "DEFAULT" provides, in part, that Borrower will be in default 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) fails to pay any taxes when due; ...". The Note provides that upon default, Lender may "(a) require immediate 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." Borrower is presently in default for numerous reasons including a failure to make payments when due on several loan obligations to Legacy, as well as for failing to make tax payments when due. By letter dated September 16, 2004, Legacy declared the Borrower to be in Default under the Note and made demand for immediate payment in full of all amounts due and owing under the Note. Pursuant to Section I of the Guarantee, Guarantor agreed to pay all amounts due under the Note when Lender makes written demand upon the Guarantor for payment. Tucker Arensberg, RC. 111 North Front Street P.O. Box 889 Harrisburg. PA 17108 www. tuckerlaw.com p. 800.257.4121 p. 717.234.4121 1.717.232.6802 TUCKER ARFNSBERG Attorneys Ronald W. Baer September 22, 2004 Page 2 Pursuant to the direction of Legacy Bank, we hereby notify you that Legacy Bank hereby makes demand for payment of the entire balance under the Note pursuant to the Guarantee and demands immediate payment of all principal, interest, and fees, currently ?,~.~.,454.49, together with accruing interest, attorneys' fees and other expenses. This balance is current as of September 15, 2004, but does not include attorneys' fees and costs. For a complete breakdown of the same, please contact the undersigned. Payment should be made by cashier's check or wire transfer to The Legacy Bank, 2600 Commerce Drive, Harrisburg, PA 17110. The Legacy Bank reserves all rights and remedies that it has under the Note, any other loan documents executed in connection with the Note, any other loan documents by the Borrower, any third party obligor, any pledgor, any guarantor and/or at law or in equity. Thank you for your immediate attention to this matter. Very truly yours, TUCKER ARENBBERG, P.C. F. Stephenson Matthes FSMIdth cc: Jenine J. Kerr Krista K. Baer HealtCore of Maryland, LLC W&C Realty & Holdings, L.P. HealthCore of Ohio, LLC HeaithCore, LLC TUCKER ARENSBERG, P.C. By: F. Stephenson Matthes PA I.D. No. 67408 111 North Front Street P.O. Box 889 Harrisburg, PA 17108-0889 Telephone: 717-234-4121 Facsimile: 717-232-6802 THE LEGACY BANK, COURT OF COMMON PLEAS 2600 Commerce Drive CUMBERLAND COUNTY Harrisburg, PA 17110, : Plaintiff, v. CIVIL DIVISION RONALD W. BAER NO. O L~. ,.~ '7-~ 71 Cold Springs Road : Carlisle, PA 17013, : Defendant. : AFFIDAVIT COMMONWEALTH OF PENNSYLVANIA : SS. CUMBERLAND COUNTY : Don Signor, being duly sworn according to law, deposes and says that he is a Loan Review Officer of The Legacy Bank, that he is duly authorized to make this affidavit on behalf of Plaintiff; that the facts set forth in the foregoing Complaint In Confession Of Judgment are true and correct to the best of his information and belief; and that the Guarantee (as defined in the Complaint) which is attached as an Exhibit to the Complaint In Confession Of Judgment is a true and correct copy of the odginal executed by the Defendant. Don Signor, L~fficer The Legacy Bank Sworn to and subscribed before me  /~.~ay of September, 2004. ry Public. - - - 72053.1 I ' Nm~al Seal -2- TUCKER ARENSBERG, P.C. By: F. Stephenson Matthes PA I.D. No. 67408 111 North Front Street P.O. Box 889 Harrisburg, PA 17108-0889 Telephone: 717-234-4121 Facsimile: 717-232-6802 THE LEGACY BANK, : COURT OF COMMON PLEAS 2600 Commerce Drive CUMBERLAND COUNTY Harrisburg, PA 17110, Plaintiff, v. : CIVIL DIVISION RONALDW. BAER : NO. O~'-~''~)~ 71 Cold Springs Road : Carlisle, PA 17013, Defendant. AFFIDAVIT OF NON-MILITARY SERVlCI= COMMONWEALTH OF PENNSYLVANIA : SS CUMBERLAND COUNTY Before me, the undersigned Notary Public, in and for said County and State, personally appeared Don Signor, Loan Review Officer of The Legacy Bank, Plaintiff herein who, as an authorized representative thereof, being duly sworn according to law, deposes and says that the Defendant is not in the military service of the United States of America, to the best of his knowledge, information and belief. Don Signor, ~cer The Legacy Bank to and subscribed before ?y of September, 2004. N~et~ry'Public - TUCKER ARENSBERG, P.C. By: F. Stephenson Matthes PA I.D. No. 67408 111 North Front Street P.O. Box 889 Harrisburg, PA 17108-0889 Telephone: 717-234-4121 Facsimile: 717-232-6802 THE LEGACY BANK, COURT OF COMMON PLEAS 2600 Commerce Drive : CUMBERLAND COUNTY Harrisburg, PA 17110, Plaintiff, : v. CIVIL DIVISION RONALD W. BAER NO. 71 Cold Springs Road : Carlisle, PA 17013, Defendant. AFFIDAVIT OF INCOME COMMONWEALTH OF PENNSYLVANIA : SS CUMBERLAND COUNTY Don Signor, being duly swom according to law, deposes and says that he is a Loan Review Officer of The Legacy Bank; that he is a duly authorized representative of Plaintiff; and that to the best of his knowledge, information and belief the income of the Defendant is in excess of $10,000.00 per year. Don ~ k-~~cer The Legacy Bank ...~_, .~..and Subscribed before me day of Septern~b. er, 20~04. ~N~tary Phblic - 72057.1 TUCKER ARENSBERG, P.C. By: F. Stephenson Matthes PA I.D. No. 67408 111 North Front Street P.O. Box 889 Harrisburg, PA 17108-0889 Telephone: 717-234-4121 Facsimile: 717-232-6802 THE LEGACY BANK, : COURT OF COMMON PLEAS 2600 Commerce Drive : CUMBERLAND COUNTY Harrisburg, PA 17110, : : Plaintiff, : : v. : CIVIL DIVISION .. RONALD W. EAER : NO. O 71 Cold Springs Road Carlisle, PA 17013, : : Defendant. : AFFIDAVIT OF NONAPPLICABILITY OF GOODS AND SERVICES INSTALLMENT SALES ACT COMMONWEALTH OF PENNSYLVANIA SS CUMBERLAND COUNTY Don Signor, being duly sworn according to law, deposes and says that he is a Loan Review Officer of The Legacy Sank; that he is a duly authorized representative of Plaintiff; that the Complaint In Confession Of Judgment does not arise out of a retail installment sale, contract, or account, as defined under the Goods and Services Installment Sales Act, 69 Pa. Stat. Ann. §1101, et se_~.q.; and that the foregoing facts are true and correct'to the best of his knowledge, information and belief. '~ ~ Don Signor, Loan'Revi~Officer The Legacy Bank .,/(and Subscribed before me day of September,,2004. . · oar~ ublio ' TUCKER ARENSBERG, P.C. By: F. Stephenson Matthes PA I.D. No. 67408 111 North Front Street P.O. Box 889 Harrisburg, PA 17108-0889 Telephone: 717-234-4121 Facsimile: 717-232-6802 THE LEGACY BANK, COURT OF COMMON PLEAS 2600 Commerce Drive CUMBERLAND COUNTY Harrisburg, PA 17110, Plaintiff, v. CIVIL DIVISION RONALD W. BAER NO. ~'~' 71 Cold Springs Road Carlisle, PA 17013, Defendant. AVERMENT OF DEFAULT COMMONVVEALTH OF PENNSYLVANIA SS. CUMBERLAND COUNTY Don Signor, being duly sworn according to law, deposes and says that he is a Loan Review Officer of The Legacy Bank, that he is a duly authorized representative of Plaintiff; that the Defendant executed the Guarantee (as defined in the Complaint), true and correct copies of which am attached to the Complaint; that the Defendant is in default under the Guarantee; and that there is $445,615.25 due and owing under the Guarantee as of Ju Don Signor, Lo, ast'Rev~w Officer The Legacy Bank l/toand subscribed before me ay of Septem/l~e~ ~,~.,, lC. J Nummi.-: Seal TUCKER ARENSBERG, P.C. By:F. Stephenson Matthes PA I.D. No. 67408 111 North Front Street P.O. Box 889 Harrisburg, PA 17108-0889 Telephone: 717-234-4121 Facsimile: 717-232-6802 THE LEGACY BANK, COURT OF COMMON PLEAS 2600 Commerce Drive : CUMBERLAND COUNTY Harrisburg, PA 17110, : Plaintiff, v. : CIVIL DIVISION RONALDW. BAER NO. 0~/' ~' 71 Cold Springs Road : Carlisle, PA 17013, Defendant. AFFIDAVIT OF COMMERCIAL TRANSACTION COMMONWEALTH OF PENNSYLVANIA SS CUMBERLAND COUNTY Don Signor, being duly sworn according to law, deposes and says that he is a Loan Review Officer of The Legacy Bank; that he is a duly authorized representative of Plaintiff; that the underlying transaction relative to this Complaint In Confession Of Judgment is a commercial transaction to the best of his knowledge, information and belief. Don Signor, Loa.,~Rev~ Officer The Legacy Bank Sworn to and subscribed before ~'~'~ti~ay of Septerr~)er, 2004. a Pub,c TUCKER ARENSSERG, P.C. F. Stephenson Matthes By: PA I.D. No. 67408 111 North Front Street P.O. Box 889 Harrisburg, PA 17108-0889 Telephone: 717-234-4121 .232-6802 Facsimile: 717 32-6802 COURT OF COMMON PLEAS ~NK, CUMBERLAND cOUNTY 2600 commerce Drive Harrisburg, PA 17110, Plaintiff, CIVIL DIVISION V. NO. RONALD W. BAER 71 Cold Springs Road Carlisle, PA 17013, Defendant. ACT t05 OF 2000 NOTIC~E A JUDGMENT HAS BEEN ENTERED AGAINST YOU BY CONFESSION OF JUDGMENT. MAY BE PURSUANT TO 42 PA. C.S.A. §2737.1, IF YOU WERE INCORRECTLY IDENTIFIED ENTITLED TO COSTS AND REASONABLE ATTORNEY FEES AS DETERMINED BY THE AS A DEFENDANT IN THE COMPLAINT IN CONFESSION OF JUDGMENT, YOU COURT. YOU MAY TAKE ACTION TO STRIKE THE JUDGMENT BY FOLLOWING THE PROCEDURE IN RULE 2959 WHICH IS AS FOLLOWS: ~959- Stn'kin Off Jud ment. 'ud ment by confession shall be sought by pet?io.n. Ex.ce~as it provided in subparagra.pn [~:J, '"'. ? The ition may be filed in the ceumy . county in whiCh the sheriff has received a writ of execution directed to the sheriff to enforce the judgment. (2) The ground that the waiver of the due process rights of notice and hearing was not voluntary, intelligent and knowing shall be raised only (i) in support of a further request for a stay of execution where the court has stayed execution despite the timely filing of a petition for relief from the judgment and the presentation of prima facie evidence of a defense; and (ii) as provided by Pennsylvania Rule of Civil Procedure 2958.3 or Rule 2973.3. (3) If written notice is served upon the petitioner pursuant to Rule 2956.1(c)(2) or Rule 2973.1(c), the petition shall be filed within thirty days after such service. Unless the defendant can demonstrate that there were compelling reasons for the delay, a petition not timely filed shall be denied. (b) If the petition ste~es prima facie grounds for relief the court shall issue a rule to show cause and may grant a stay of proceedings. After being served with a copy of the petition the plaintiff shall file an answer on or before the return day of the rule. The m/urn day of the rule shall be fixed by the court by local rule or special order. (c) A party waives all defenses and objections which are net included in the petition or answer. (d) The petition and the rule to show cause and the answer shall be served as provided in Rule 440. (e) The court shall dispose of the rule on petition and answer, and on any testimony, depositions, admissions and other evidence. The court for cause shown may stay proceedings on the petition insofar as it seeks to open the judgment pending disposition of the application to strike off the judgment. If evidence is produced which a jury trial would require the issues to be submitted to the jury the court shall open the judgment. (f) The lien of the judgment or of any levy or attachment shall be preserved while the the judgment is pending. / . proceedings to strike off or open 1,,- - ' e, ;" PA I.D.o. 111 North Front Street Dated and Served: P.O. Box 889 September ~,~, 2004 Harrisburg, PA 17108-0889 By Certified Mail Telephone: 717-234-4121 Return Receipt Requested Facsimile: 717-232-6802 Attorneys for Plaintiff, The Legacy Bank 72075.1 -2- TUCKER ARENSBERG, P.C. By: F. Stephenson Matthes PA I.D. No. 67408 111 North Front Street P.O. Box 889 Harrisburg, PA 17108-0889 Telephone: 717-234-4121 Facsimile: 717-232-6802 THE LEGACY BANK, COURT OF COMMON PLEAS 2600 Commerce Drive CUMBERLAND COUNTY Harrisburg, PA 17110, Plaintiff, : v. CIVIL DIVISION RONALDW. BAER NO. ~/.~ -~7-~' 71 Cold Springs Road Carlisle, PA 17013, : Defendant. NOTICE Pursuant to Rule 236 of the Supreme Court of Pennsylvania, you are hereby notified that a JUDGMENT BY CONFESSION has been entered against you in the above-captioned proceeding. Copies of all documents that have been filed with the Prothonotary in support of the Confession of Judgment are attached hereto. If you have any questions concerning this Notice, please call, F. Stephenson Matthes, Esquire, at (717)234-4121. 72076.1