HomeMy WebLinkAbout12-2080CENTRIC BANK : IN THE COURT OF COMMON PLEAS
Plaintiff : CUMBERLAND COUNTY, PENNSYLVANIA
V. :NO. l01 ` a080 civil
Esc ?s C+'1
NEW KINGSTOWN AUTO SALES, INC., : =`:
HARRY D. LAUGHMAN and TERESA E.:
BLOSSER nka TERESA E. LAUGHMAN
Defendants y
CONFESSION OF JUDGMENT
Pursuant to the authority contained in the warrant of attorney in the Promissory Note and
Commercial Guaranty, a copy of which are attached to the Complaint filed in this action, I appear
for the Defendants and confess judgment in favor of the Plaintiff and against the Defendants for
the following amounts:
Unpaid Balance of Instrument $ 73,459.98
Interest
Late Fees
$ 2,151.45
$ 279.98
Attorney's Collection Fee 7,589.14
TOTAL $ 83,480.55
Charles Rect r, quire
Attorney for Defendant
Date:
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CENTRIC BANK
V.
NEW KINGSTOWN AUTO SALES, INC.,
HARRY D. LAUGHMAN and TERESA E.
BLOSSER nka TERESA E. LAUGHMAN
Defendants
IN THE COURT OF COMMON PLEAS
Plaintiff : CUMBERLAND COUNTY, PENNSYLVANIA
:NO. /a - 08 a
0 ivi I Term
NOTICE OF DEFENDANTS RIGHTS
TO: New Kingstown Auto Sales, Inc. Harry & Teresa Laughman
73 E. Main Street/PO Box 48 12 Oak Ridge Road
New Kingstown, PA 17072 Carlisle, PA 17013
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A judgment in the amount of $ 83,480.55 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 FROM THE JUDGMENT AND PRESENT 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
1-800-990-9108 717-249-3166
I
Date: 3 4
BY:
Charles Rectd'r, Esquire
1104 Fernwood Avenue, Ste. 203
Camp Hill, PA 17011-6912
(717) 761-8101
Attorney for Plaintiff
i r
COMPLAINT FOR CONFESSION OF JUDGMENT
AND NOW, comes the Plaintiff, Centric Bank, by and through its' attorney, Charles
CENTRIC BANK
V.
Plaintiff
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PENNSYLVANIA
NO. o2090 (21y; lTP?'h m
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NEW KINGSTOWN AUTO SALES, INC.,
HARRY D. LAUGHMAN and TERESA E.
BLOSSER nka TERESA E. LAUGHMAN
Defendants
Rector, Esquire, and avers the following in support of the within Complaint:
1. Plaintiff, Centric Bank is a financial institution with its headquarters located at
4320 Linglestown Road, Harrisburg, Dauphin County, Pennsylvania.
2. Defendant, New Kingstown Auto Sales, Inc., is a Pennsylvania Corporation with
its principal business located at 73 E. Main Street, New Kingstown, Cumberland County,
Pennsylvania.
3. Defendant, Harry D. Laughman, is an adult individual who resides at 12 Oak Ridge
Road, Carlisle, Cumberland County, Pennsylvania.
4. Defendant, Teresa E. Blosser, now known as Teresa E. Laughman, is an adult
individual who resides at 12 Oak Ridge Road, Carlisle, Cumberland County, Pennsylvania.
5. On September 24, 2004, Defendant, New Kingstown Auto Sales, Inc. entered into a
Business Loan Agreement with Vartan National Bank and executed a Promissory Note for the
amount of $80,000.00. A true and correct copy of said Business Loan Agreement and Promissory
Note are attached hereto, made a part hereof, and marked as Exhibits "A" and "B."
6. Defendants, Harry Laughman and Teresa Blosser nka Teresa Laughman, each
executed Commercial Guaranties and accepted responsibility for repayment of the loan. A true
and correct copy of the Commercial Guaraties are attached hereto, made a part hereof, and marked
as Exhibits "C" and "D."
7. Vartan National Bank was acquired by Plaintiff on February 8, 2007. The loan was
therefore acquired by Plaintiff.
8. The parties agreed to an extension of the loan maturity date and further agreed to
repayment terms on May 27, 2010. A true and correct copy of the Note Modification Agreement is
attached hereto, made part hereof, and marked as Exhibit "E."
9. Default was made by the Defendants by failing to make the agreed upon monthly
payments, whereby under the Promissory Note (Exhibit "B"), the entire sum is in default and
immediately payable. The last payment made by Defendants was October 13, 2011.
10. Despite multiple demands for payment, Defendants have failed and refused to pay
the outstanding account balance.
11. Plaintiff is authorized to confess judgment against Defendants under the
Promissory Note (Exhibit "B") and Commercial Guaranties (Exhibit "C" and "D").
2
12. Consequently, the Defendants are liable to Plaintiff as follows:
Unpaid Balance of Instrument $ 73,459.98
Interest $ 2,151.45
Late Fees $ 279.98
Attorney's Collection Fee 7,589.14
TOTAL $ 83,480.55
WHEREFORE, Plaintiff demands judgment in the sum of $83,480.55 as authorized by the
warrant of attorney appearing on the attached instruments.
Date: q %T
RESPECTFULLY SUBMITTED:
Charles Rect , E ire _
1104 Fernwood Avenue, Ste. 203
Camp Hill, PA 17011-6912
(717) 761-8101
Attorney for Plaintiff
3
I verify that the statements made herein are true and correct. I understand that
false statements herein are made subject to the penalties of 18 Pa.C.S. Section 4904,
relating to unsworn falsification to authorities.
Sheri L. Brown, Senior Vice President
Centric Bank
Date:
4
CERTIFICATE OF SERVICE.
I, Charles Rector, Esquire, do hereby certify that on the 29th day of March, 2012, 1
caused a true and correct copy of the within Complaint for Confession of Judgment to be served
upon the following Defendants by depositing same in first class, United States mail, postage
paid, in Camp Hill, Pennsylvania:
New Kingstown Auto Sales, Inc.
73 E. Main Street/PO Box 48
New Kingstown, PA 17072
Date: 3 0, 11.2
& Harry & Teresa Laughman
12 Oak Ridge Road
Carlisle, PA 17013
By:
Ch es Rector, E uir
1104 Femwood Avenue, Ste. 203
Camp Hill, PA 17011-6912
(717) 761-8101
Attorney for Plaintiff
'isUSINESS LOAN AGREEMEN
Borrower: Now Kingstown Auto Sales, Inc. Lender: Vartan National Bank
73 Fast Main Street Silver Spring office
New Kingstown, PA 17072 "SO Carlisle Pike
Mechanicsburg, PA 17050
THIS SWINESS LOAN AGREEMENT between New Kingstown Auto Sales, Inc. ("Borrower") and Vartan National Bank ("Lender") is made and
executed on the following terms and conditions. Borrower has received prior commercial loans from Lender or has applied to Lender for a
commercial loan or loans and other financial accommodations, including those which may be described on any exhibit or schedule attached to
this Agreement. All such foams and financial accommodations, together with all future lows and financial accommodations from Lender to
Borrower, we referred to in this Agreement individually as the "Loan" and collectively as the "Lows." Borrower understands and agrees that:
(a) in granting, renewing, or extending any Loan, Lender is retying upon Borrower's representations, warrrettfes, and agreements, as set forth
in this Agreement; (b) the granting, renewing, or extending of any Loan by Lender at all times shall be subject to Lender's sole judgment and
discretion; and (c) all such Loans shall be and shall remain subject to the following terms and conditions of this Agreement.
TERM. This Agreement shall be effective as of September 24, 2004, and shall continue thereafter until all Indebtedness of Borrower to Lander has
been performed in full and the parties terminate this Agreement In writing.
DEFINITIONS. The following words shall have the following meanings when used in this Agreement. Teets not otherwise defined In this Agreement
shall have the meanings attributed to such terms in the Uniform Commercial Code. All references to dollar amounts shall mean amounts in lawful
money of the United States of America.
Agreement. The word "Agreement" means this Business Loan Agreement, as this Business Loan Agreement may be amended or modified from
time to time, together with all exhibits and schedules attached to this Business Loan Agreement from time to time.
Borrower. The word "Borrower" means Now Kingstown Auto Sales, Inc.. The word "Borrower" also Includes, as applicable, all subsidiaries and
affiliates of Borrower as provided below in the paragraph titled "Subsidiaries and Affiliates."
CERCLA. The word "CERCLA" means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended.
Collateral. The word "Collateral" means and Includes without limitation all properly and assets granted as collateral security for a Loan, whether
read or personal property, whether granted directly or Indirectly, whether granted now or in the future, and whether granted In the form of a security
interest, mortgage, deed of trust, assignment, pledge, chaitel mortgage, chattel trust, factor's Ilan, equipment trust, conditional sale, trust receipt,
Ilan, charge, Ilan or title retention contract, lease or consignment Intended as a security device, or any other security or Ilan Interest whatsoever,
whether created by law, contract, or otherwise.
ERISA. The word N.RISA" means the Employee Retirement Income Security Act of 1974, as amended
Event of Default. The words "Event of Defauir mean and include without limitation any of the Events of Default set forth below in the section titled
"EVENTS OF DEFAULT."
Grantor. The word "Grantor" means and includes without Imitation each and all of the persons or entitles granting a Security Interest in any
Collateral for the Indebtedness, including without limitation all Borrowers granting such a Security Interest.
Guarantor. The word "Guarantor" means and Includes without ]imitation each and all of the guarantors, sureties, and accommodation parties in
connection with any Indebtedness.
Indebtedness. The word "Indebtedness" means and Includes without limitation all Loans, together with all otter obligations, debts and liabilities
of Borrower to Lender, or any one or more of them, as well as all claims by Lender against Borrower, or any one or more of them; whether now or
hereafter existing, voluntary or involuntary, due or not due, absolute or contingent, liquidated or unliquidated; whether Borrower may be liable
individually or jointly with otters; whether Borrower may be obligated as a guarantor, surety, or otherwise, whether recovery upon such
Indebtedness may be or hereafter may become barred by any statute of Ilmliallons; and whether such Indebtedness may be or hereafter may
become otherwise unenforceable.
Lender. The word "Lender" means Varian National Bank, its successors and assigns.
Loan. The word "Loan" or "Loans" means and Includes without limitation any and all commercial loans and financial accommodations from
Lander to Borrower, whether now or hereafter existing, and however evidenced, including without limitation those loans and financial
accommodations described herein or described on any exhibit or schedule attached to this Agreement from time to time.
Note. The word "Note" means and includes without limitation Borrower's promissory note or notes, if any, evidencing Borrower's Loan obligations
in favor of Lender, as well as any substitute, replacement or refinancing note or notes therefor.
Permitted Liens. The words "Permitted Liens" mean: (a) liens and security Interests securing Indebtedness owed by Borrower to Lender, (b)
Hens for taxes, assessments, or similar charges either not yet due or being contested In good faith; (c) tens of materiatmen, mechanics,
warehousemen, or carriers, or other Ilse liens arising In the ordinary course of business and securing obligations which are not yet delinquent; (d)
purchase money Hears or purchase money security interests upon or in any property acquired or hold by Borrower in the ordinary course of
business to secure indebtedness outstanding on the date of this -Agreement or permitted to be incurred under the paragraph of this Agreement
titled "Indebtedness and Liens"; (e) liens and security Interests which, as of the date of this Agreement, have been disclosed to and approved by
the Lender In writing; and (f) those liens and security interests which In the aggregate constitute an immaterial and insignificant monetary amount
with respect to the net value of Borrower's assets.
Related Documents. The words "Related Documents" mean and Include without limitation all promissory notes, credit
agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, and all other I mans an
documents, whether now or hereafter existing, executed In connection with the Indebtedness.
Security Agreement. The words "Security Agreement" mean and include without limitation any agreements, promis covenanls?? gements,
understandings or other agreements, whether created by law, contract, or otherwise, evidencing, governing, rep ling; or cr a Security
Interest.
Security Interest. The words "Security Interest" mean and Include without Imitation any type of collateral securlty, th arm of a lien,
charge, mortgage, deed of trust, assignment, pledge, chattel mortgage, chattel trust, factor's Ion, equipment trust, c a
Ilan or title retention contract, lease or consignment intended as a security device, or any other security or Hen in r, whether
created by taw, contract, or otherwise.
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09-24-.2004 _ BUSINESS LOAN AGREEMEN _ Page 2
Loan-No-6155360 (Continued)
CONDITIONS PRECEDENT TO EACH ADVANCE. Lander's obligation to make the initial Loan Advance and each subsequent Loan Advance under
this Agreement shall be subject to the fulff0ment to Lender's satisfaction of all of the conditions set forth In this Agreement and In the Related
Documents.
Loan Documents. Borrower shall provide to Lender In form satisfactory to Lender the fallowing documents for the Loan: (a) the Note, (b)
Security Agreements granting to Lander security interests in the Collateral, (e) Financing Statements perfecting Lender's Security Interests; (d)
evidence of insurance as required below; and (a) any other documents required under this Agreement or by Lander or its counsel, including
without limitation any guaranties described below.
Borrower's Authorization. Borrower shall have provided In form and substance satisfactory to Lender properly certified resolutions, duty
authortdng the execution and delivery of this Agreement, the Note and the Related Documents, and such other authorizations and other
documents and instruments as Lender or its counsel, In their sole discretion, may require.
Payment of Fees and Expenses. Borrower shall have paid to Lender all lees, charges, and other expenses which are then due and payable as
specified in this Agreement or any Related Document.
Representations and Warrantees. The representations and warranties set forth in this Agreement, in the Related Documents, and in any
document or certificate delivered to Lender under this Agreement are true and correct.
No Event of Default. There shall not exist at the time of any advance a condition which would constitute an Event of Default under this
Agreement.
REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to Lender, as of the date of this Agreement, as of the data of each
disbursement of Loan proceeds, as of the date of any renewal, extension or modification of any Loan, and at all times any Indebtedness exists:
Organization. Borrower is it corporation which Is duly organized, validly existing, and in good standing under the laws of the Commonwealth of
Pennsylvania and is validly existing and In good standing In all states In which Borrower Is doing business. Borrower has the full power and
authority to own Its properties and to transact the businesses In which it is presently engaged or presently proposes to engage. Borrower also is
duly qualified as a foreign corporation and is in good standing in all states In which the failure to so qualify would have a material adverse effect on
Its businesses or financial condition.
Authorization. The execution, delivery, and performance of this Agreement and all Related Documents by Borrower, to the extent to be executed,
delivered or performed by Borrower, have been duty authorized by all necessary action by Borrower, do not require the consent or approval of
any other person, regulatory authority or governmental body; and do not conflict with, result in a violation of, or constitute a detauti under (a) any
provision of Its articles of Incorporation or organization, or bylaws, or any agreement or other Instrument binding upon Borrower or (b) any law,
governmental regulation, court decree, or order applicable to Borrower.
Financial Information. Each financial statement of Borrower supplied to Lender truly and completely disclosed Borrower's financial condition as
of the date of the statement, and there has been no material adverse change In Borrower's financial condition subsequent to the date of the most
recent financial statement supplied to Lander. Borrower has no material contingent obligations except as disclosed in such financial statements.
Legal Effect. This Agreement constitutes, and any instrument or agreement required hereunder to be given by Borrower when delivered will
constitute, legal, valid and binding obligations of Borrower enforceable against Borrower in accordance with their respective terms.
Properties. Except as contemplated by this Agreement or as previously disclosed in Borrower's financial statements or in writing to Lender and as
accepted by Lender, and except for property tax Hens for taxes not presently due and payable, Borrower owns and has good tttie to all of
Borrower's properties free and clear of all Security Interests, and has not executed any security documents or financing statements relating to such
properties. AN of Borrowers properties are fitted in Borrower`s legal name, and Borrower has not used, or filed a financing statement under, any
other name for at least the last five (6) yam.
Hazardous Substances. The terms "hazardous waste," "hazardous substance," "disposal," "release; and "threatened release," as used in this
Agreement, shall have the same meanings as set forth in the "CERCLA," "SARA," the Hazardous Materials Transportation Act, 49 U.S.C. Section
1801, at seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, at seq., or other applicable state or Federal laws, rules, or
regulations adopted pursuant to any of the foregoing. Except as disclosed to and acknowledged by Lender in writing, Borrower represents and
warrants that: (a) During the period of Borrower's ownership of the properties, there has been no use, generation, manufacture, storage,
treatment, disposal, refease or threatened release of any hazardous waste or substance by any person on, under, about or from any of the
properties. (b) Borrower has no knowledge of, or reason to believe that there has been (I) any use, generation, manufacture, storage, treatment,
disposal, release, or threatened release of any hazardous waste or substance on, under, about or from the properties by any prior owners or
occupants of any of the properties, or (ti) any actual or threatened litigation or claims of any kind by any person relating to such matters. (c)
Neither Borrower nor any tenant, contractor, agent or other authorized user of any of the properties shall use, generate, manufacture, store, treat,
dispose of, or release any hazardous waste or substance on, under, about or from any of the properties; and any such activity shall be conducted
In compliance with all applicable federal, state, and local laws, regulations, and ordinances, including without limitation those laws, regulations and
ordinances described above. Borrower authorizes Lender and Its agents to enter upon the properties to make such inspections and tests as
Lender may deem appropriate to determine compliance of the properties with this section of the Agreement. Any Inspections or tests made by
Lender shall be at Borrower's expense and for tender's purposes only and shag not be construed to create any responsibility or liability on the part
of Lender to Borrower or to any other person. The representations and warranties contained herein are based on Borrower's due diligence In
tnvesfigating the properties for hazardous waste and hazardous substances. Borrower hereby (a) releases and waives any future claims against
Lender for indemnity or contribution In the event Borrower becomes liable for cleanup or other costs under any such laws, and (b) agrees to
Indemnify and hold harmless Lender against any and all claims, losses, liabilities, damages, penalties, and expenses which Lander may directly or
Indirectly sustain or suffer resulting from a breach of this section of the Agreement or as a consequence of any use, generation, manufacture,
storage, disposal, release or threatened release of a hazardous waste or substance on the properties. The provisions of this section of the
Agreement, including the obligation to Indemnify, shall survive the payment of the Indebtedness and the termination or expiration of this
Agreement and shall not be affected by Lenders acquisition of any Interest in any of the properties, whether by foreclosure or otherwise.
Uttgatton and Claims. No litigation, claim, Investigation, administrative proceeding or similar action pnaluding those for unpaid taxes) against
Borrower is pending or threatened, and no other event has occurred which. may materially adversely affect Borrower's financial condition or
properties, other than litigation, claims, or other events, It any, that have been disclosed to and acknowledged by Lender in writing.
Taxers. To the best of Borrowers knowledge, all tax returns and reports of Borrower that are or were required to be filed, have been filed, and eN
taxes, assessments and other governmental charges have been paid In full, except those presently being or to be contested by Borrower In good
faith In the ordinary course of business and for which adequate reserves have been provided.
Lien Priority. Unless otherwise previously disclosed to Lander in writing, Borrower has not entered Into or granted any Security Agreements, or
permitted the filing or attachment of any Security Interests on or affecting any of the Collateral directly or indirectly securing repayment of
Borrower's Loan and Note, that would be prior or that may in any way be superior to Lender's Security Interests and rights in and to such
09.-24-.2004 -- BUSINESS LOAN AGREEMEN 1-
Loan No 6155360 (Continued)
Page 3
Binding Effect. This Agreement, the Note, all Security Agreements directly or indlrectly securing repayment of Borrower's Loan and Note and all
of the Related Documents are binding upon Borrower as well as upon Borrower's successors, representatives and assigns, and are legally
enforceable in accordance with their respective terms.
Commercial Purposes. Borrower intends to use the Loan proceeds solely for business or commercial related purposes.
Employee Benefit Plans. Each employee benefit plan as to which Borrower may have any liability complies In all material respects with all
applicable requirements of law and regulations, and (t) no Reportable Event nor Prohibited Transaction (as defined In ERISA) has occurred with
respect to any such plan, 01) Borrower has not withdrawn from any such plan or Initiated steps to do so, (ill) no steps have been taken to
terminate any such plan, and (iv) there are no unfunded Ilabilltles other than those previously disclosed to Lender in writing.
Location of Borrower's Offices and Records. Borrower's place of business, or Borrower's Chief executive office, If Borrower has more than one
place of business, is located at 73 East Main Street, New Kingstown, PA 17072 Unless Borrower has designated otherwlsa In writing this location
Is also the office or offices where Borrower keeps Its records concerning the Collateral.
Information. All Information heretofore or contemporaneously herewith furnished by Borrower to Lander for the purposes of or in connection with
this Agreement or any transaction contemplated hereby is, and all information hereafter furnished by or on behalf of Borrower to Lender will be,
true and accurate in every material respect on the date as of. which such Information is dated or certified; and none of such Information Is or will be
incomplete by omifting to state any material fact necessary to make such Information not misleading.
Survival of Representations and Warranties. Borrower understands and agrees that Lander, without Independent Investigation, Is relying upon
the above representations and warranties in extending Loan Advances to Borrower. Borrower further agrees that the foregoing representations
and warranties shelf be continuing In nature and shall remain in full force and effect until such time as Borrower's Indebtedness shall be paid In
full, or until this Agreement shall be terminated in the manner provided above, whichever is the last to occur.
AFFIRMATIVE COVENANTS. Borrower covananls and agrees with Lender that, while this Agreement is In effect, Borrower will:
Litigation. Promptly Inform Lender in writing of (a) all material adverse changes In Borrower's financial condition, and (b) all existing and all
threatened gtigatlon, claims, investigations, administrative proceedings or similar actions affecting Borrower or any Guarantor which could
materially affect the financial condition of Borrower or the financial condition of any Guarantor.
Financial Records. Maintain Its books and records In accordance with generally accepted accounting principles, applied on a consistent basis,
and permit Lender to examine and audit Borrower's books and records at all reasonable times.
Financial Statements. Furnish Lender with, as soon as available, but in no event later than one hundred twenty (120) days after the and of each
fiscal year, Borrowers balance sheet and income statement for the year ended, prepared by Borrower. All financial reports required to be
provided under this Agreement shall be prepared in accordance with generally accepted accounting principles, applied on a consistent basis, and
certified by Borrower as being true and correct.
Additional information. Furnish such additional Information and statements, Data of assets and liabilities, agings of receivables and payables,
Inventory scfedules,'budgets, forecasts, tax returns, and other reports with respect to Borrower's financial condition and business operations as
Lender may request from time to time.
Insurance. Maintain fire and other risk Insurance, public liability Insurance, and such other insurance as Lender may require with respect to
Borrower's properties and operations, in form, amounts, coverages and with Insurance companies reasonably acceptable to Lander. Borrower,
upon request of Lender, wig deliver to Lander from time to time the policies or certificates of Insurance In form satisfactory to Lender, Including
stipulations that coverages will not be cancelled or diminished without at least thirty (30) days' prior written notice to Lender. Each Insurance
policy also shall Include an endorsement providing that coverage In favor of Lender will not be Impaired in any way by any act, omission or default
of Borrower or any other person. In connection with all policies covering assets in which Lander holds or is offered a security Interest for the
Loans, Borrower will provide Lander with such loss payable or otter endorsements as Lender may require.
Insurance Reports. Furnish to Lender, upon request of Lander, reports on each existing insurance policy showing such Information as Lender
may reasonably request, including without limitation the following: (a) the name of the Insurer, (b) the risks Insured; (c) the amount of the policy;
(d) the properties Insured; (e) the then current property values on the basis of which insurance has boon obtained, and the manner of
determining those values; and (Q the expiration date of the policy. In addition, upon request of lender (however not more often than annually),
Borrower will have an Independent appraiser satisfactory to Lander determine, as applicable, the actual cash value or replacement cost of any
Collateral. The cost of such appraisal shall be paid by Borrower.
Guaranties. Prior to disbursement of any Loan proceeds, fumish executed guaranties of the Loans to favor of Lander, executed by the guarantors
named below, on Lender's forms, and In the amounts and under the conditions spelled out In those guaranties.
Guam Amounts
Teresa I- Blosser $80,000.00
Harry Laughman $80,000.00
Other Agreements. Comply with all terms and conditions of all other agreements, whether now or hereafter existing, between Borrower and any
other party and notity Lender immediately in writing of any default in connection with any other such agreements.
Loan Proceeds. Use all Loan proceeds solely for Borrower's business operations, unless specifically consented to the contrary by Lender In
writing.
Taxes, Charges and Liens. Pay and discharge when due all of its Indebtedness and obligations, Including without limitation all assessments,
taxes, governmental charges, levies and liens, of every kind and nature, Imposed upon Borrower or Its properties, income, or profits, prior to the
date on which penalties would attach, and all lawful claims that, If unpaid, might became a Ilan or charge upon any of Borrower's properties,
income, or profits. Provided however, Borrower will not be required to pay and discharge any such assessment, tax, charge, levy, lien or claim so
long as (a) the legality of the same shall be contested in good faith by appropriate proceedings, and (b) Borrower shall have established on its
books adequate reserves with respect to such contested assessment, tax, charge, levy, lien, or claim In accordance with generally accepted
accounting practices. Borrower, upon demand of Lander, will furnish to Lander evidence of payment of the assessments, taxes, charges, levies,
liens and claims and will authorize the appropriate governmental ctficial to deliver to Lender at any time a written statement of any assessments,
taxes, charges, levies, liens and claims against Borrowers properties, Income, or profits.
Performance. Perform and comply with all terms, conditions, and provisions set forth In this Agreement and In the Related Documents in a timely
manner, and promptly notify Lander If Borrower learns of the occurrence of any event which constitutes an Event of Default under this Agreement
or under any of the Related Documents.
Operations. Maintain executive and management personnel with substantially the same quatifEcations and experience as the present executive
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0944-2004 BUSINESS LOAN AGREEMEN
.Loan No 6155360 (Continued)
Page 4
respecting Its properties, charters, businesses and operations, including without Iimitaflon, compliance with the Americans With OlsablilNes Act and
with all minimum funding standards and other requirements of ERISA and other laws applicable to Borrower's employes benefit plans.
Inspection. Permit employees or agents of Lender at any reasonable time to Inspect any and all Collateral tar the Loan or Loans and Borrower's
other properties and to examine or audit Borrower's books, accounts, and records and to make copies and memoranda of Borrower's books,
accounts, and records. If Borrower now or at any time hereafter maintains any records (Including without limitation computer generated records
and computer software programs for the generation of such records) in the possession of a third party, Borrower, upon request of Lender, shah
notify such party to permit Lender free access to such records at all reasonable times and to provide Lender with copies of any records it may
request, all at Barrower's expense.
Compliance Cartifkate. Unless waived in writing by Lander, provide Lender at least annually and at the time of each disbursement of Loan
proceeds with a certificate executed by Borrower's chief financial officer, or other officer or person acceptable to Lender, certifying that the
representations and warranties set forth in this Agreement are true and correct as of the date of the certificate and further certifying that, as of the
date of the certificate, no Event of Default exists under this Agreement.
Environmental Compliance and Reports. Borrower shall comply in all respects with all environmental protection federal, state and local laws,
statutes, regulations and ordinances; not cause or permit to exist, as a result of an Intentional or unintentional action or omission on Its part or on
the part of any third party, on property owned and/or occupied by Borrower, any environmental activity where damage may result to the
environment, unless such environmental activity Is pursuant to and In compliance with the conditions of a permit issued by the appropriate federal,
state or local governmental authorities; shall furnish to Lender promptly and in any event within thirty (30) days after receipt thereof a copy of any
notice, summons, lien, citation, directive, letter or other communicatlon from any governmental agency or instrumentally concerning any intentional
or unintentional action or omission on Borrower's part In connection with any environmental so" whether or not there is damage to the
environment and/or other natural resources.
Additional Assurances. Make, execute and deliver to Lender such promissory notes, mortgages, deeds of trust, security agreements, financing
statements, Instruments, documents and other agreements as Lender or Its attorneys may reasonably request to evidence and secure the Loans
and to perfect all Security Interests.
RECOVERY OF ADDITIONAL COSTS. If the Imposition of or any change in any law, rule, regulation or guideline, or the Interpretation or application of
any thereof by any court or administrative or governmental authority (Inciuding any request or policy not having the force of law) shall Impose, modify or
make applicable any taxes (except U.S. federal, state or local income or franchise texas imposed on Lender), reserve requirements, capital adequacy
requirements or other obligations which would (a) increase the cost to Lender for extending or maintaining the credit facilitiees to which this Agreement
relates, (b) reduce the amounts payable to Lender under this Agreement or the Related Documents, or (c) reduce the rate of return on Lender's capital
as a consequence of Landers obligations with respect to the credit faclhhes to which this Agreement relates, then Borrower agrees to pay Lender such
additional amounts as will compensate Lander therefor, within five (5) days after Lender's written demand for such payment, which demand shall be
accompanied by an explanation of such Imposition or charge and a calculation In reasonable detail of the additional amounts payable by Borrower,
which explanation and calculations shah be conclusive in the absence of manifest error.
NEGATIVE COVEtANTS' 'Borrower covenants and agrees with Lander that while this Agreement is in effect. Borrower shall not, without the prior
written consent of Lander.
Indebtedness and Liens. (a) Except for trade debt Incurred in the normal course of business and Indebtedness to Lander contemplated by this
Agreement, create, incur or assume Indebtedness for borrowed money, including capital losses, (b) except as allowed as a Permitted Lien, sell,
transfer, mortgage, assign, pledge, tease, grant a security interest In, or encumber any of Borrowers assets, or (c) sell with recourse any of
Borrower's accounts, except to Lender.
Continuity of Operations. (a) Engage In any business acthrBias substantially different than those In which Borrower Is presently engaged, (b)
cease operations, liquidate, merge, transfer, acquire or consolidate with any other entity, change ownership, change its name, dissolve or transfer
or sell Collateral out of the ordinary course of business, (c) pay any dividends on Borrowers stock (other than dividends payable in Its stock),
provided, however that notwithstanding the foregoing, but only so tong as no Event of Default has occurred and is continuing or would result from
the payment of dividends, If Borrower Is a "Subchapter S Corporation" (as defined in the Internal Revenue Code of 19136, as amended), Borrower
may pay cash dividends on Its stock to Its shareholders from time to time in amounts necessary to enable the shareholders to pay Income taxes
and make estimated Income tax payments to satisfy their liabilities under federal and state law which arise solely from their status as Shareholders
of a Subchapter S Corporation because of their ownership of shares of stock of Borrower, or (d) purchase or retire any of Borrowers outstanding
shares or alter or amend Borrowers capital structure.
Loans, Acquisitions and Guaranties. (a) Loan, Invest in or advance money or assets, (b) purchase, create or acquire any Interest in any other
enterprise or entity, or (c) Incur any obligation as surety or guarantor other than In the ordinary course of business.
CESSATION OF ADVANCES. If Lender her, made any commitment to make any Loan to Borrower, whether under this Agreement or under any other
agreement, Lander shall have no obligation to make Loan Advances or to disburse Loan proceeds IP (a) Borrower or any Guarantor Is in default under
the terms of this Agreement or any of the Related Documents or any other agreement that Borrower or any Guarantor has with Lender, (b) Borrower or
any Guarantor becomes insolvent, files a petition In bankruptcy or similar proceedings, or is adjudged a bankrupt; (c) there occurs a material adverse
change in Borrowers financial condition, In the financial condition of any Guarantor, or in the value of any Collateral securing any Loan; (d) any
Guarantor seeks, claims or otherwise attempts to limit, modify or revoke such Guarantor's guaranty of the Loan or any other loan with Lender, or (e)
Lender in good faith deems itself Insecure, even though no Event of Default shall have occurred.
RIGHT OF SETOFF. Borrower grants to Lender a contractual security Interest In, and hereby assigns, conveys, delivers, pledges, and transfers to
Lander all Borrower's right, Bile and interest in and to, Borrower's accounts with Lender (whether checking, savings, or some other account), including
without limitation all accounts held Jointly with someone else and all accounts Borrower may open in the future, excluding however all IRA and Keogh
accounts, and all trust accounts for which the grant of a security interest would be prohibited by law. Borrower authorizes Lender, to the extent
permitted by applicable law, to charge or setoff all sums owing on the Indebtedness against any and all such accounts.
EVENTS OF DEFAULT. Each of the.fohowing shall constitute an Event of Default under this Agreement:
Default an Indebtedness. Failure of Borrower to make any payment when due on the Loans.
Other Defaults. Failure of Borrower or any Grantor to comply with or to perform when due any other term, obligation, covenant or condition
contained In this Agreement or in any of the Related Documents, or failure of Borrower to comply with or to perform any other term, obligation,
covenant or condition contained in any other agreement between Lander and Borrower.
Default in Favor of Third Parties. Should Borrower or any Grantor default under any loan, extension of credit, security agreement, purchase or
sales agreement, or any other agreement, In favor of any other creditor or parson that may materially affect any of Borrowers property or
Borrower's or any Grantor's ability to repay the Loans or perform their respective obligations under this Agreement or any of the Related
Documents.
09-.24.2004 v BUSINESS LOAN AGREEMEN. page s
.Loan No 6155360 (Continued)
Agreement or the Related Documents is false or misleading in any material respect at the time made or furnished, or becomes false or misleading
at any time thereafter.
Defective Collateralizatfon. This Agreement or any of the Related Documents ceases to be in full force and effect (including failure of any
Security Agreement to create a valid and perfected Security Interest) at any time and for any reason.
Insolvency. The dissolution or termination of Borrower's existence as a going business, the insolvency of Borrower, the appointment of a receiver
for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any
proceeding under any bankruptcy or insolvency laws by or against Borrower.
Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, sell,-help,
repossession or any other method, by any creditor of Borrower, any creditor of any Grantor against any collateral securing the Indebtedness, or by
any governmental agency. This includes a garnishment, attachment, or levy on or of any of Borrower's deposit accounts with Lender. However,
this Event of Default shall not apply If there is a good faith dispute by Borrower or Grantor, as the case may be, as to the validity or reasonableness
of the claim which Is the basis of the creditor or forfeiture proceeding, and if Borrower or Grantor gives Lender written notice of the creditor or
forfeiture proceeding and furnishes reserves or a surety bond for the creditor or foriaiture proceeding satisfactory to Lender.
Events Affecting Guarantor. Any of the preceding events occurs with rasped to any Guarantor of any of the Indebtedness or any Guarantor dies
or becomes Incompetent, or revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness. Lender, at Its option, may, but
shall not be required to, permit the Guarantor's estate to assume unconditionally the obligations arising under the guaranty in a manner satisfactory
to Lender, and, in doing so, cure the Event of Default.
Change In Ownership. Any change In ownership of twenty-five percent (25%) or more of the common stock of Borrower.
Adverse Change. A material adverse change occurs to Borrower's financial condition, or Lander believes the prospect of payment or
performance of the Indebtedness is Impaired.
Insecurity. Lender, In good faith, deems Itself Insecure.
Right to Cure. If any default, other then a Default on indebtedness, is curable and If Borrower or Grantor, as the can may be, has not been
given a notice of a similar default within the preceding twelve (12) months, it may be cured (and no Event of Default will have occurred) If Borrower
or Grantor, as the case may be, after receiving written notice from Lander demanding tune of such default: (a) cures the default within tttteen (15)
days; or (b) If the cure requires more than fifteen (15) days, Immediately Initiates steps which Lender deems in Lender's sole discretion to be
sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon
as reasonably practical.
EFFECT OF AN EVENT OF DEFAULT. If any Event of Default shall occur, except where otherwise provided in this Agreement or the Related
Documents, all commitments and obligations of Lender under this Agreement or the Related Documents or any other agreement Immediately will
terminate (including any obligation to make Loan Advances or disbursements), and, at Lender's option, all Indebtedness immediately will become due
and payable, all without•;rotice of any kind to Borrower, except that In the case of an Event of Default of the type described in the "Insolvency"
subsection above, such acceleration shall be automatic and not optional. In addition, Lender shall have all the rights and remedies provided in the
Related Documents or available at law, In equity, or otherwise. Except as may be prohibited by applicable law, all of Lender's rights and remedies shall
be cumulative and may be examised singularly or concurrently. Election by Lender to pursue any remedy shall not exclude pursues of any other
remedy, and an election to make expenditures or to take action to perform an obligation of Borrower or of any Grantor shall not affect Lender's right to
declare a default and to exercise its rights and remedies.
MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Agreement:
Amendments. This Agreement, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the
matters set forth in this Agreement. No alteration of or amendment to this Agreement shall be effective unless given in writing and signed by the
party or parries sought to be charged or bound by the alteration or amendment.
Applicable Law. This Agreement has been delivered to Lender and accepted by fender In the Commonwealth of Pennsylvania. If there is
a lawsult, Borrower agrees upon Lender's request to submit to the )urlsdiction of the courts of Dauphin County, the Commonwealth of
Pennsylvania. This Agreement shall be governed by and construed in accordance with The laws of the Commonwealth of Pennsylvania.
Caption Headings. Caption headings in this Agreement are for convenience purposes only and are not to be used to Interpret or define the
provisions of this Agreement.
Consent to Loan Participation. Borrower agrees and consents to Lender's sale or transfer, whether now or later, of one or more participation
interests in the loans to one or more purchasers, whether related or unrelated to Lender. Lender may provide, without any limitation whatsoever,
to any one or more purchasers, or potential purchasers, any information or knowledge Lender may have about Borrower or about any other matter
relating to the Loan, and Borrower hereby waives any rights to privacy it may have with respect to such matters. Borrower additionally waives any
and all notices of sale of participation interests, as well as all notices of any repurchase of such participation interests. Borrower also agrees that
the purchasers of any such participation interests will be considered as the absolute owners of such interests In the Loans and will have all the
rights granted under the participation agreement or agreements governing the sale of such participation interests. Borrower further walves all
rights of offset or counterclaim that it may have now or later against Lender or against any purchaser of such a participation interest and
unconditionally agrees that either Lender or such purchaser may enforce Borrower's obligation under the Loans Irrespective of the failure or
insolvency of any holder of any interest In the Loans. Borrower further agrees that the purchaser of any such participation Interests may enforce its
interests irrespective of any personal claims or defenses that Borrower may have against Lender.
Costs and Expenses. Borrower agrees to pay upon demand all of Lender's expenses, Including without limitation attorneys' fees, incurred in
connection with the preparation, execution, enforcement, modification and collection of this Agreement or in connection with the Loans made
pursuant to this Agreement. Lander may pay someone else to help collect the Loans and to enforce this Agreement, and Borrower will pay that
amount. This Includes, subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses, whether or not there is a
lawsuit, including attorneys' fees for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and
any anticipated post-judgment collection services. Borrower also will pay any. court costs, in addition to all other sums provided by law.
Notices. All notices required to be given under this Agreement shall be given in writing, may be sent by tatefacsimite (unless otherwise required
by law), and shall be effective when actually delivered or when deposited with a nationally recognized overnight courier or deposited in the United
States mall, first class, postage prepaid, addressed to the party to whom the notice is to be given at the address shown above. Any party may
change Its address for notices under this Agreement by giving formal written notice to the other parties, specifying that the purpose of the notice is
to change the party's address. To the octant permitted by applicable law, if there Is more than one Borrower, notice to any Borrower will constitute
notice to all Borrowers. For notice purposes, Borrower will keep Lender Informed at all times of Borrower's current address(es).
Severabflfty. If a court of competent Jurlsdiction finds any provision of this Agreement to be invalid or unenforceable as to any person or
09-24-2004 -- BUSINESS LOAN AGREEMEN r?
Loan No,6156360 (Continued)
Page 6
offending provision shall be deemed to be modified to be within the limits of enforceability or validity; however, If the offending provision cannot be
so modified, it shall be stricken and all other provisions of this Agreement In all other respects shall remain valid and enforceable.
Subsidiaries and Affiliates of Borrower. To the extent the context of any provisions of this Agreement makes it appropriate, including without
limitation any representation, warranty or covenant, the word "Borrower" as used herein shall Include all subsidiaries and affiliates of Borrower.
Notwithstanding the foregoing however, under no circumstances shall this Agreement be construed to require Lender to make any Loan or other
financial acoommodstton to any subsidiary or affiliate of Borrower.
Successors and Assigns. All covenants and agreements contained by or on behalf of Borrower shall bind Its successors and assigns and shall
Inure to the benefit of Lender, Its successors and assigns. Borrower shall not, however, have the right to assign Its rights under this Agreement or
any interest therein, without the prior written consent of Lender.
Survival. All warranties, representations, and covenants made by Borrower in this Agreement or In any certificate or other instrument delivered by
Borrower to Lender under this Agreement shall be considered to have been relied upon by Lender and will survive the making of the Loan and
delivery to Lender of the Related Documents, regardless of any investigation made by Lender or on Lender's behalf.
Time Is of the Essence. Time Is of the essence in the performance of this Agreement.
Waiver. Lender shall not be deemed to have watered any rights under this Agreement unless such waiver Is given in writing and 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 Agreement shalt not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that
provision or any other provision of this Agreement. No prior waiver by Lander, nor any course of dealing between Lender and Borrower, or
between Lander and any Grantor, shall constitute a waiver of any of Lender's rights or of any obligations of Borrower or of any Grantor as to any
future transactions. Whenever the consent of Lender is required under this Agreement, the granting of such consent by Lender in any Instance
shalt not constitute continuing consent In subsequent Instances where such consent Is required, and in all cases such consent may be granted or
withheld In the sole discretion of Lender.
BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS BUSINESS LOAN AGREEMENT, AND BORROWER AGREES TO
ITS TERMS. THIS AGREEMENT IS DATED AS OF SEPTEMBER 24, 2004.
THIS AGREEMENT HAS BEEN SIGNED AND SEALED BY THE UNDERSIGNED.
BORROWER:
New Kingstown Auto Sales, Inc.
LENDER:
Varian National Bank
Rep. U.S. Pat. 6 T.M. Crt., Ver. 3.20a(C)Concentrex2004 All rights reserved. IPA-C40 E3.20
PROMISSORY NOTE
Borrower: New Kingstown Auto Sates, Inc.
73 East Main Street
New Kingstown, PA 17072
Principal Amount: $80,000.00
Lender: Vartan National Bank
Silver Spring Office
5480 Carlisle Pike
Mechanicsburg, PA 17050
Initial Rate: 5.750%
Date of Note: September 24, 2004
PROMISE TO PAY. New Kingstown Auto Sales, Inc. ("Borrower") promises: to pay to Vartan National Bank ("Lender"), or order, in lawful
money of the United Stoics of America, the principal amount of Eighty Thousand & 001100 Dollars (t80,000A0) or so much as may be
outstanding, together with interest on the unpaid outstanding principal balance of each advance. lntereat shah be calculated from the date of
each advance until repayment of each advance.
PAYMENT. Borrower will pay this loan on demand, or if no demand Is made, In one payment of all outstanding principal plus all accrued
unpaid interest on September 24, 2009. In addition, Borrowerwill pay regular monthly payments of accrued unpaid Interest beginning October
24, 2004, and all subsequent Interest payments are due on the acme day of each month after that. The annual Interest rate for this Note is
computed on a 365/380 basis; that is, by applying the ratio of the annual Interest rate over a year of 380 days, multiplied by the outstanding principal
balance, multiplied by the actual number of days the principal balance Is outstanding. Borrower will pay Lender at Lender's address shown above or at
such other place as Lender may designate to writing. Unless otherwise agreed or required by applicable law, payments will be applied first to accrued
unpaid interest, then to principal, and any remaining amount to any unpaid collection costs and late charges.
VARIABLE INTEREST RATE. The Interest rate on this Note Is subject to change from time to fime based on changes In an Independent index which
is the The Wall Street Journal Prime (the "Index"). The Index is not necessarily the lowest rate charged by Lender on Us loans. If the Index becomes
unavailable during the term of this loan, Lender may designate a substitute Index attar notice to Borrower. Lender will tell Borrower the current Index
rate upon Borrower's request. Borrower understands that Lender may make loans based on other rates as well. The Interest rate change wit not occur
more often than each month. The Index currently is 4.750% per annum. The Interest rate to be applied to the unpaid principal balance of this
Note will be at a rate of 1.000 percentage point over the Index, adjusted if necessary for the minimum and maximum rate limitations dawribed
below, resulting In an initial rate of 5.750% per annum. Notwithstanding any other provision of this Note, the variable Interest fate or rates
provided for in this Note will be subject to the following minimum and maximum rates. NOTICE Under no circumstances will the Interest rate on
this Note be less than 5.750% per annum or more than the maximum rats allowed by applicable law.
PREPAYMENT. Borrower agrees that all loan fees and other prepaid finance charges are earned fully as of the date of the loan and will not be subject
to refund upon early payment (whether voluntary or as a result of defaufi), except as otherwise required by law. Except for the foregoing, Borrower
may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by tender in writing, relieve
Borrower of Borrower's obligation to continue to make payments of accrued unpaid Interest. Rather, they will reduce the principal balance due.
LATE CHARGE. If a payment is 16 days or more late, Borrower will be charged 5.000% of the unpaid portion of the regularly scheduled
payment.
DEFAULT. Borrower will be in default If any of the following happens: (a) Borrower fails to make any payment when due. (b) Borrower breaks any
promise Borrower has made to Lander, or Borrower falls to comply with or to perform when due any other term, obilgallon, covenant, or condition
contained in this Note or 4ny agreement related to this Note, or in any other agreement or loan Borrower has with Lender. (a) Borrower defaults under
any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that
may materially affect any of Borrower's property or Borrower's ability to repay this Note or perform Borrower's obligations under this Note or any of the
Related Documents. (d) Any representation or statement made or furnished to Lender by Borrower or on Borrower's behalf Is false or misleading in any
material respect either now or at the time made or furnished. (e) Borrower becomes Insolvent, a receiver is appointed for any part of Borrower's
property, Borrower makes an assignment for the benefit of creditors, or any proceeding Is commenced either by Borrower or against Borrower under
any bankruptcy or insolvency laws. (f) Any creditor tries to take any of Borrower's property on or In which Lender has a Nan or security Interest. This
includes a garnishment of any of Borrower's accounts with lender. (g) Any guarantor dies or any of the other events described in this default section
occurs with respect to any guarantor of this Note. (h) A material adverse change occurs in Borrower's financial condition, or Lender believes the
prospect of payment or performance of the Indebtedness Is Impaired. (1) Lender in good faith deems Itself Insecure.
If any default, other than a default In payment, Is curable and if Borrower has not been given a notice of a breach of the same provision of this Note
within the preceding twelve (12) months, it may be cured (and no event of default will have oc curmd) 9 Borrower, after receiving written notice from
Lender demanding cure of such default: (a) cures the default within fifteen (15) days; or (b) it the cure requires more than fifteen (15) days,
immediately initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter continues and completes all
reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical.
LENDER'S RIGHTS. Upon default, Lender may, after giving such notices as required by applicable law, declare the entire unpaid principal balance on
this Note and all accrued unpaid interest immediately due, and then Borrower will pay that amount. Upon default, Including failure to pay upon final
maturity, Lender, at Its option, may also, if permitted under applicable law, Increase the variable interest rate on this Nate to 2.600 percentage points
over the Index. The interest rate will not exceed the-maximurrn rate permitted by applicablp few. Lender may hire or pay someone else to help collect
this Note If Borrower does not pay. Borrower also will pay Lender that amount. This thblbbes, subject to any limits under applicable law, Lender's
allomays' feas and Lender's legal expenses whether or not there Is a lawsuit, Including attomeys' feas 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. If not
prohibited by applicable law, Borrower also will pay any court costs, in addition to all other sums provided by law. If judgment is entered in connection
with this Note, Interest w10 continue to accrus on this Note after judgment at the interest rate applicable to this Note at the time judgment is entered.
This Note has been delivered to tender and accepted by Lender In the Commonwealth of Pennsylvania. If there is a lawsuit, Borrower agrees
upon Lender's request to submit to the jurisdiction of the courts of Dauphin County, the Commonwealth of Pennsylvania. This Note shall be
governed by and construed In accordance with the laws of the Commonwealth of Pennsylvania
RIGHT OF SETOFF. Borrower grants to Lender a contractual security Interest In, and hereby assigns, conveys, delivers, pi es, and 1
Lender all Borrower's right, tiffs and interest in and to, Borrowar's accounts with Lender (whether checking, savings; or some or acco
without limitation all accounts held jointly with someone else and all accounts Borrower may open in the future, excluding h ter ail IFtaC'
accounts, and all trust accounts for which the grant of a security interest would be prohibited by law. Borrower authors Lender, to
permitted by applicable law, to charge or setoff all sums owing an this Note against any and all such accounts.
LINE OF CREDIT. This Note evidences a revolving line of credit. Advances'under this Note may be requested orally by Bi
this paragraph. Lender may, but need not, require that all oral requests be confirmed In writing. All communications, inst
telephone or otherwise to Lender are to be directed to Lender's office shown above. The following party or parties are auth
09--24-2004 PROMISSORY NOTE
Loan No 6155360 (Continued)
Page 2
revocation of their authority: Henry Loughman, President. Advances will be made on your Instructions. Proceeds will be advanced directly Into
your demand deposit account at Varian National Bank. Borrower agrees to be liable for all sums either. (a) advanced in accordance with the
Instructions of an authorized person or (b) credited to any of Borrower's accounts with Lender. The unpaid principal balance owing on this Note at
any time may be evidenced by endorsements on this Note or by Lender's Internal records, including daily computer print-outs. Lender will have no
obligation to advance funds under this Note II: (a) Borrower or any guarantor Is in default under the terms of this Note or any agreement that Borrower
or any guarantor has with Lender, Including any agreement made in connection with the signing of this Note; (b) Borrower or any guarantor ceases
doing business or is Insolvent; (c) any guarantor seeks, claims or otherwise attempts to limit, modify or revoke such guarantor's guarantee of this Note
or any other loan with Lander, (d) Borrower has applied funds provided pursuant to this Note for purposes other than those authorized by Lender, or
(e) Lender In good faith deems Itself insecure under this Note or any other agreement between Lender and Borrower.
CALL PROVISIONS. The Una of Credit will be for five (5) years with annual call provisions.
PROTECTION OF LENDER'S SECURITY. It Borrower falls to perform according to the terms of the covenants and agreements contained in the
Commercial Security Agreement and/or Business Loan Agreement, or if any action or proceeding Is commenced which affects the collateral or tiles
thereto, or the Interest of the bank therein, Including, but not limited to, eminent domain, insolvency, code enforcement, or arrangements or
proceedings involving a bankrupt or decdent, then the Bank at the Bank's option may make such appearances, disburse such sums, and take such
action as the Bank deems necessary in Its sole dlscrellon, to protect the Bank's Interest, Including, but not limited to, disbursement of attorney's fees,
seizure of any collateral; to make repairs, and procurament of satisfactory Insurance. Any amounts disbursed by the bank pursuant to this paragraph
shad become additional indebtedness of the Borrower secured by the Mortgage attached to that collateral. Unless Borrower and the Bank agree to
other tams of payment, such accounts shall be immediately due and payable and shall bear Interest from that date at the rata stated In the Note unless
collection from the Borrower at such rata would be contrary to applicable taw, In which event, such amount shad beer Interest at the highest rate which
may be collected from the Borrower under applicable law. Borrower hereby covenants and agrees that the Bank shall be subrogated to the lien of any
mortgage or other Ran discharged, and in whole or in paint, by the indebtedness secured hereby. Nothing contained in this paragraph shad require the
bank to Incur any expense to take any action hereunder.
DEPOSIT RELATIONSHIP. Borrower shall maintain a business deposit account relationship with Varian National Bank. If Borrower does not maintain
a business deposit account relationship with a compensating balance totaling 3% of the outstanding balance, the bank may Increase the loan interest
rate by 26 basis points.
GENERAL PROVISIONS. This Note Is payable on demand. The Inclusion of specific default provisions or rights of Lender shall not preclude Lander's
right to declare payment of this Note on its demand. Lander may delay or forgo enforcing any of ifs rights or remedies under this Note without losing
them. Borrower and any other person who signs, guarantees or endorses this Note, to the extent allowed by law, waive presentment, demand for
payment, protest and notice of dishonor. Upon any change in the terms of this Note, and unless otherwise expressly stated In writing, no parry who
signs this Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender
may renew or extend (repeatedly and for any length of time) this loan, or release any party or guarantor or collateral; or impair, fall to realize upon or
perfect Lender's security Interest In the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone.
All such parties also agree that Lender may modify this loan without the consent of or notice to rtnyons other than the party with whom the modification
Is made. If any portion of this Note is for any reason determined to be unenforceable, it will not affect the enforceability of any other provisions of this
Note.
CONFESSION OF JUDGMENT. BORROWER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY
OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR BORROWER AFTER
A DEFAULT UNDER THIS NOTE, AND WITH OR WITHOUT COMPLAINT FILED, AS OF ANY TERM, CONFESS OR ENTER JUDGMENT AGAINST
BORROWER FOR THE ENTIRE PRINCIPAL BALANCE OF THIS NOTE, ALL ACCRUED INTEREST, LATE CHARGES, AND ANY AND ALL AMOUNTS
EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THIS NOTE TOGETHER WITH INTEREST ON SUCH
AMOUNTS, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10%) OF THE UNPAID PRINCIPAL
BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS ($500) ON WHICH
JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS NOTE OR A COPY OF THIS
NOTE VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS NOTE TO CONFESS JUDGMENT
AGAINST BORROWER SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TiME AND
AT ALLTIMES 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, EXCEPT ANY NOTICE AND/OR
HEARING REQUIRED UNDER APPLICABLE LAW WITH RESPECT TO EXECUTION OF THE 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
PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE
INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE NOTE AND ACKNOWLEDGES RECEIPT OF A COMPLETED
COPY OF THE NOTE.
THIS MOTE HAS BEEN SIGNED AND SEALED BY THE UNDERSIGNED.
BORROWER:
New Kingstov)h Auto Sates, Inc.
Varlable Rate.
LASER PRO, Reg. U.S. Pal, i T.M. Off., Ver. 3.2aa (C)
E3.29 6168300.LN
COMMERCIAL GUARANTY
Borrower: New Kingstown Auto Sates, Inc.
73 Fast Main- Street
New Kingstown, PA 17072
Lender: Varten National Bank
Silver Spring Office
6490 Carlisle Pike
Mechanicsburg, PA 17050
Guarantor: Harry Loughman
12 Oakridge Road
Carlisle, PA 17013
AMOUNT OF GUARANTY. The principal amount of this Guaranty Is Eighty Thousand 111001100 Dollars ($90,000.00)
CONTINUING GUARANTY. For good and valuable consideration, Barry Loughman ("Guarantor") absolutely and unconditionally guarantees
and promises to pay to Varian National Bank ("Lender") or its order, on demand, In legal tender of the United States of AmWee, the
Indebtedness (as that term is defined below) of New Kingstown Auto Sales, inc. ("Borrower") to Lender on the terms and conditions set forth
in this Guaranty. The obligations of Guarantor under this Guaranty are continuing.
DEFINITIONS. The following words shall have the following meanings when used in this Guaranty:
Borrower. The word "Borrower" means Now Kingstown Auto Sales, inc..
Guarantor. The word "Guarantor" means Barry Loughman.
Guaranty. The ward "Guaranty" means this Guaranty made by Guarantor for the benefit of Lender dated September 24, 2004.
Indebtedness. The word "Indebtedness" Is used in Ila most comprehensive sense and means and Includes any and all of Borrower's Debilities,
obligations, debts, and indebtedness to Lender, now existing or hereinafter Incurred or created, including, without limitation, all loans, advances,
Interest, costs, debts, overdraft Indebtedness, credit card indebtedness, lasso obligations, other obligations, and liabilities of Borrower, or any of
them, and any present or future judgments against Borrower, or any of them; and whether any such Indebtedness Is voluntarily or involuntarily
Incurred, due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined; whether Borrower may be gable
individually or jointly with others, or primarily or secondarily, or as guarantor or surety; whether recovery on the Indebtedness may be or may
become barred or unenforceable against Borrower for any reason whatsoever, and whether the Indebtedness arises from transactions which may
be voidable on account of infancy, Insanity, ultra vlres, or otherwise.
Lender. The word "Lender" means Varian National Bank, Its successors and assigns.
Related Documents. The words "Related Documents" mean and Include without limitation all promissory notes, credit agreements, loan
agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, and all other Instruments, agreements and
documents, whether now or hereafter existing, executed In connection with the Indebtedness.
MAXIMUM LIABILITY. The maximum liability of Guarantor under this Guaranty shall not exceed at any an time the stem of the principal
amount of $60,000A0, plus all Interest thereon, plus all of Lender's costs, expenses, and attorneys' fees Incurred M connection with or relating
to (a) the collection of the Indebtedness, (b) the collection and sale of any collateral for the Indebtedness or this Guaranty, or (c) the
enforcement of this Guaranty. Attorneys' fees include, without limitation, attorneys' fees whether or not there Is a lawsuit, and if there is a
lawsuit, any fees and costs for trial and appeals.
The above limitation on Nablitty is not a restriction on the amount of the Indebtedness of Borrower to Lender either in the aggregate or at any one time.
If Lender presently hold one or more guaranties, or hereafter receives additional guaranties from Guarantor, the rights of Lander under all guaranties
shall be cumulative. This Guaranty shall not (urdess specifically provided below to the contrary) affect or invalidate any such other guaranties. The
liability of Guarantor will be the aggregate NabNfty of Guarantor under the terms of this Guaranty and any such other unterminafed guaranties.
NATURE OF GUARANTY. Guarantor's liability under this Guaranty shall be open and continuous for so long as this Guaranty remains In farce.
Guarantor Intends to guarantee at all times the performance and prompt payment when due, whether at maturity or sariter by reason of acceleration or
otherwise, of all indebtedness within the limits set forth in the preceding section of this Guaranty. Accordingly, no payments made upon the
Indebtedness will discharge or diminish the continuing liability of Guarantor In connection with any remaining portions of the Indebtedness or any of the
indebtedness which subsequently arises or is thereafter Incurred or contracted.
DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender, or any notice
to Guarantor or to Borrower, and will continue In full force until all Indebtedness incurred or contracted before receipt by Lender of any notice of
revocation shall have been fully and finally paid and satisfied and all other obligations of Guarantor under this Guaranty shall have been performed In
full. If Guarantor elects to revoke this Guaranty, Guarantor may only do so In writing. Guarantor's written notice of revocation must be melted to
Lender, by certified mail, at the address of Lander listed above or such other place as lender may designate in writing. Written revocation of this
Guaranty wIN apply only to advances or new Indebtedness created after actual receipt by Lender of Guarantor's written revocation. For this purpose
and without limitation, the term "new indebtedness" does not Include Indebtedness which at the time of notice of revocation Is contingent, untiquidated,
undetermined or not due and which later becomes absolute, liquidated, determined or due. This Guaranty will continue to bind Guarantor for all
Indebtedness Incurred by Borrower or committed by Lender prior to receipt of Guarantor's written notice of revocation, including any extensions,
renewals, substitutions or modifications of the Indebtedness. All renewals, extensions, substitutions, and modifications of the Indebtedness granted
after Guarantor's revocation, are contemplated under this Guaranty and, specifically will not be considered to be new Indebtedness. This Guaranty
shall bind the estate of Guarantor as to Indebtedness created both before and after the death or incapacity of Guarantor, regardless of Lender's actual
notice of Guarantor's death. Subject to the foregoing, Guarantor's executor or administrator or other legal representative may terminate this Guaranty in
the same manner In which Guarantor might have terminated It and with the same atfecL Release of any other guarantor or termination of any other
guaranty of the Indebtedness shall not affect the Debility of Guarantor under this Guaranty.. A revocation received by Lender from any one or more
Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. It Is anticipated that fluctuations may occur In the
aggregate amount of Indebtedness covered by this Guaranty, and It Is specifically acknowledged and agreed by G nlaafitulaaa111elfaaeri`
the amount of Indebtedness, even to zero. dollars ($0.00), prior to written revocation of this Guaranty by Gu or shalt not constitute -W
termination of this Guaranty. This Guaranty is binding upon Guarantor and Guarantor's heirs; successors and s so of the
guaranteed Indebtedness remains unpaid and even though the Indebtedness guaranteed may from time to time be ro dollars
GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, either before or after any revocatio tereof, w out notice or
demand and without lessening Guarantor's liability under this Guaranty, from time to times (a) prior to revocation set forks N
one or more additional secured or unsecured loans to Borrower, to lease equipment or other goods to Borrotn , oT otiser?w se o ex end
additional credit to Borrower; (b) to alter, compromise, renew, extend, accelerate, or otherwise change one o
wvuw,nw/ w.. wl{...• /..r.ww wf li.e Iwrla/+/nrlnnae! nr sn.. wnri ..s ,v.. \?.t_,.?_1???? 1....1..1/?.. -------- --
?
09-24-2004 COMMERCIAL GUARANTY page 2
Loan No 6156360 (Continued)
Indebledness; 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, fall 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 safe 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 pert 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 Guarantor's assets, or any Interest therein; (f) upon
LendWs 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 ell future financial Information which will be provided to Lender is and will be true and correct in all material respects and
fairly present the financial condition of Guarantor 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; 0) Lender has made no representation to Guarantor as to the creditworthiness of
Borrower, and U) 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 fts 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 hold by tender from Borrower, any other guarantor, or any other person; (e) to give notice of the terms, time, and place of arty 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 (rind, or at any time, with respect to any
matter whatsoever.
If now or hereafter (a) Borrower shall be or become insolvent, and (b) the Indebtedness shall not at all times until paid be fully secured by collateral
pledged by Borrower, Guarantor hereby forever waives and relinquishes In favor of Lender and Borrower, and their respective successors, any claim or
right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall
Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy
laws.
Guarantor also waives any and all rights or defenses arising by reason of (a) any "one action" or "anti-deficiency" law or any other law which may
prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of
any foreclosure action, either Judicially or by exercise of a power of sale; (b) any election of remedies by Lender which destroys or otherwise adversely
effects Guarantor`s subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without iimilation, any loss of
rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (c) any disablfity 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; (a) any statute of limitations, It at any time any action or suit brought by Lender against Guarantor is commenced there Is outstanding
Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (f) any defenses given to guarantors at law or to
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 low for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of
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 walvers set forth above is made
with Guarantor's full knowledge of Its significance and consequences and that, under the circumstances, the walvem 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.
LENDER'S RIGHT OF SETOFF. In addition to all Ilan upon and rights of setoff against the moneys, securities or other property of Guarantor given to
Lender by law, Lender shall have, with respect to Guarantor's obligations to Lender under this Guaranty and to the extent permitted by law, a
contractual security interest In and a right of setoff against, and Guarantor hereby assigns, conveys, delivers, pledges, and transfers to Lender all of
Guarantor's right, title and Interest In and to, all deposits, moneys, securities and other property of Guarantor now or hereafter in the possession of or
on deposit with Lender, whether hold in a general or special account or deposit, whether held jointly with someone else, or whether held for
safekeeping or otherwise, excluding however all IRA, Keogh, and trust accounts. Every such security Interest and right of setoffmay be exercised
without demand upon or notice to Guarantor. No security interest or right of setoff shall be deemed to have been waived by any act or conduct on the
part of Lender or by any neglect to exercise such right of setoff or to enforce such security interest or by any delay In so doing. Every right of setoff and
security interest shall continua in full force and effect until such right of setoff or security Interest is specifically waived or released by an Instrument In
writing executed by Lender.
SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the Indebtedness of Borrower to Lender, whether now
existing or hereafter created, shell be prior 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
navmant of the nleln,e of Fn1h 1 anrlar nnrl Ms larantnr shell he ....Lr 1.. 1 ....d..... 4 ehnll 1- 61-1 -11....1 6.. 1 -4- /.. $... In.1..h+...i...,.... -s a_
09--24--2004 COMMERCIAL GUARANTY
Loan No 6156360 (Continued)
Page 3
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
hereby Is authorized, In the name of Guarantor, from time to time to execute and fife financing statements and continuation statements and to execute
such other 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 provislons 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 affective unless given in wring and signed by the party
or parties sought to be charged or bound by the alteration or amendment.
Applicable Law. This Guaranty has been delivered to Lender and accepted by Lender in the Commonwealth of Pennsylvania. If there Is a
lawsuit, Guarantor agrees upon Lender's request to submit to the jurisdiction of the courts of Dauphin County, Commonwealth of Pennsylvania.
This Guaranty shall be governed by and construed In accordance with the laws of the Commonwealth of Pennsylvania.
Attomeys' Fees; Expenses. Guarantor agrees to pay upon demand all of Lender's costs and expenses, Including attorneys' fees and Lender's
legal expenses, Incurred In connection with the enforcement of this Guaranty. Lender may 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 More Is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (and 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.
Notices. All notices required to be given by either party to the other under this Guaranty shall be in writing, may be sent by telefacsimlle (unless
otherwise required by few), and,'except for revocation notices by Guarantor, shall be effective when actually delivered 'or when deposited with a
nationally recognized overnight courier, or when deposited in the United States mail, first class postage prepaid, addressed to the party to whom
the notice is to be given at the address shown above or to such other addresses as either party may designate to the other in writing. All
revocation notices by Guarantor shall be in writing and shall be effective only upon delivery to Lender as provided above In the section titled
"DURATION OF GUARANTY." If there is more than one Guarantor, notice to any Guarantor will constitute notice to all Guarantors. For notice
purposes, Guarantor agrees to keep Lender informed at all times of Guarantor's current address.
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 then 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 helm, successors, assigns, and transferees of each of
them. 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. If a court of competent jurisdiction finds any provision of this Guaranty to be invalid or unenforceable as to any person or circumstance,
such finding shall not render that provision Invalid or unenforceable as to any other persons or circumstances, and all provisions of this Guaranty
in all other respects 'stia l remain valid and enforceable. If any one or more of Borrower or Guarantor are corporations or partnerships, it Is not
necessary for Lender to inquire Into the powers of Borrower or Guarantor or of the officers, directors, partners, or 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.
Waiver. Lender shall not be deemed to have waived any rights under this Guaranty unless such waiver is given In writing and 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 tender.
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 A DEFAULT UNDER THIS GUARANTY, AND WITH OR WITHOUT COMPLAINT FILED, AS OF ANY TERM, CONFESS OR
ENTER JUDGMENT AGAINST GUARANTOR FOR THE ENTIRE PRINCIPAL BALANCE OF THIS GUARANTY, ALL ACCRUED INTEREST, LATE
CHARGES, AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THE
INDEBTEDNESS TOGETHER WITH INTEREST ON SUCH AMOUNTS, 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 (1115M) 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, EXCEPT ANY NOTICE AND/OR HEARING REQUIRED UNDER APPLICABLE LAW WITH RESPECT TO
EXECUTION OF THE 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 SEPTEMBER 24, 2004.
THIS GUARANTY HAS BEEN SIGNED AND SEALED BY THE UNDERSIGNED.
GUARANTOR:
09-24-2004 COMMERCIAL GUARANTY
Loan No 61553 (Continued)
Page 4
LASER PRO, Reg, U.S. Pao &T.M. Off., VAN 3.29& (O) Ccncanlrax 2004 All rights reserved.IPA-E20 E3.29 F3.29 9155390.LN C1.OVLI
DISCLOSURE 'FOR CONFESSION OF JUDGMENT
Borrower: New Kingstown Auto Sales, Inc. Lender: Varian National sank
73 East Main Street Silver Spring Office
Now Kingstown, PA 17072 6480 Carlisle Pike
Mechanicsburg, PA 17050
Guarantor: Harry Loughman
12 Oakrldge Road
Carlisle, PA 17013
DISCLOSURE FOR CONFESSION OF JUDGMENT
I AM EXECUTING, THIS DAY OF S6h 1Pyy&-,eY- , 20 N, A GUARANTY IN THE AMOUNT OF $sopo0A0
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, 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. 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, 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.
HOWEVER, LENDER MUST PROVIDE NOTICE TO ME UNDER APPLICABLE LAW IN EXECUTING ANY CONFESSED 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 ER'S EXECUTING ON THE JUDGMENT, IN ANY MANNER PERMITTED BY
APPLICABLE STATE AND FEDERAL LAW. INITIALS: -' .
C. AFTER HAVING READ AND DETERMINED WHICH OF THE FOLLOWING STATEMENTS ARE APPLICABLE, AND BY PLACING MY
INITIALS NEXT TO EACH STATEMENT WHICH APPLIES, I REPRESENT THAT:
INITIALS
1. I 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 HAS BEEN SIGNED AND SEALED BY THE UNDERSIGNED.
AFFIANT:
Hang
LASER MO. Reg. U.S. Pal. S T.M. Df Ver. 3.292 (C)COncentrex2d04 All rights reserved. IPA-D39 E3.29 F3.29 61S539o.LN C1.OVLI
COMMERCIAL GUARANTY
Borrower: New Kingstown Auto Sales, inc. Lender: Varian National Bank
73 least Main Street Silver Spring Office
New Kingstown, PA 17072 8480 Carlisle Pike
Mechanicsburg, PA 17050
GUltr8ntor: Teresa E. Blosser
P.O. BOX 48
New Kingstown, PA 17072
AMOUNT OF GUARANTY. The principal amount of this Guaranty Is Eighty Thousand & 00/100 Dollars ($80,000A0).
CONTINUING GUARANTY. For good and valuable consideration, Teresa E. Blosser ("Guarantor") absolutely and unconditionally guarantees
and promises to pay to Varian National Bank ("Lender") or Its order, on demand, In legal tender of the United States of America, the
Indebtedness (as that term is defined below) of New Kingstown Auto Sates, Inc. ("Borrower") to Lender on the terms and conditions set forth
In this Guaranty. The obligations of Guarantor under this Guaranty are continuing.
DEFINITIONS. The following words shall have the following meanings when used in this Guaranty:
Borrower. The word "Borrower" means New Kingstown Auto Sates, Inc..
Guarantor. The word "Guarantor" means Teresa E. elosser.
Guaranty. The word "Guaranty" means this Guaranty made by Guarantor for the benefit of Lender dated September 24, 2004.
Indebtedness. The word "Indebtedness" is used In Its most comprehensive sense and means and Includes any and all of Borrower's liabilities,
obligations, debts, and indebtedness to Lander, now existing or hereinafter incurred or crated, including, without limitation, all loans, advances,
Interest, costs, debts, overdraft Indebtedness, credit card Indebtedness, lease obligations, other obligations, and Ilablgties of Borrower, or any of
them, and any present or future judgments against Borrower, or any of them; and whether any such Indebtedness is voluntarily or Involuntarily
incurred, due or not due, absolute or contingent, liquidated or untiquidated, determined or undetermined; whether Borrower may be liable
individually or jointly with others, or primarily or secondarily, or as guarantor or surety; whether recovery on the Indebtedness may be or may
become barred or unenforceable against Borrower for any reason whatsoever, and whether the Indebtedness arises from transactions which may
be voidable on account of infancy, Insanity, uitre vies, or otherwise.
Lender. The word "Lender" means Varian National Bank, Its successors and assigns.
Related Documents. The words "Related Documents" mean and Include without limitation all promissory notes, credit agreements, loan
agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, and all other Instruments, agreements and
documents, whether now or hereafter existing, executed In connection with the indebtedness.
MAXIMUM LIABILITY. The maximum fiabfllty of Guarantor under this Guaranty shag not exceed at any one Itme the sum of the principal
amount of $80,000.00, plus all Interest thereon, plus all of Lender's costs, expenses, and attorneys' fees Incurred In connection with or relating
to (a) the collection of the Indebtedness, (b) the collection and sale of any collateral for the Indebtedness or this Guaranty, or (c) the
enforcement of this Guaranty. Attorneys' fees include, without limitation, attorneys' fees whether or not there is a lawsuit, and if there is a
lawsuit, any fees and costs for trial and appeals.
The above limitation on liability is not a restriction on the amount at the Indebtedness of Borrower to Lender either In the aggregate or at any one time.
It Lander presently holds one or more guaranties, or hereafter receives additional guaranties from Guarantor, the rights of Lander under all guaranties
shall be cumuladve. This Guaranty shall not (unless specifically provided below to the contrary) affect or Invalidate any such outer guaranties. The
liability of Guarantor will be the aggregate liability of Guarantor under the terms of this Guaranty and any such other unterminated guaranties.
NATURE OF GUARANTY. Guarantees liability under this Guaranty shall be open and continuous for so long as this Guaranty remains in force.
Guarantor intends to guarantee at all times the performance and prompt payment when due, whether at maturity or earlier by reason of acceleration or
otherwise, of all Indebtedness within the limits set forth In the preceding section of this Guaranty. Accordingly, no payments made upon the
Indebtedness will discharge or diminish the continuing liability of Guarantor in connection with any remaining portions of the Indebtedness or any of the
Indebtedness which subsequently arises or is thereafter Incurred or contracted.
DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender, or any notice
to Guarantor or to Borrower, and will continue In full force until all indebtedness incurred or contracted before receipt by Lender of any notice of
revocation shag have been fully and finally paid and satisfied and all other obligations of Guarantor under this Guaranty shall have been performed In
full. If Guarantor elects to revoke this Guaranty, Guarantor may only do so In writing. Guarantor's written notice of revocation must be malted to
Lender, by certified mail, at the address of Lender listed above or such other place as Lander may designate In writing. Written revocation of this
Guaranty will apply only to advances or new indebtedness created after actual receipt by Lander of Guarantor's written revocation. • For this purpose
and without limitation, the term "now indebtedness" does not Include Indebtedness which at the time of notice of revocation Is contingent, unliquldated,
undetermined or not due and which later becomes absolute, liquidated, determined or due. This Guaranty will continue to bind Guarantor for all
Indebtedness incurred by Borrower or committed by Lender prior to receipt of Guarantor's written notice of revocation, including any extensions,
renewals, substitutions or modifications of the Indebtedness. All renewals, extensions, substitutions, and modifications of the Indebtedness granted
after Guarantees revocation, are contemplated under this Guaranty and, specifically will not be considered to be now Indebtedness. This Guaranty
shall bind the estate of Guarantor as to Indebtedness created both before and after the death or incapacity of Guarantor, regardless of Landees actual
notice of Guarantees death. Subject to the foregoing, Guarantor's executor or administrator or other legal representative may terminate this Guaranty in
the same manner In which Guarantor might have terminated It and with the some effect. Release of any other guarantor or termination of any other
guaranty of the Indebtedness shall not affect the Ilabgfty of Guarantor under this Guaranty. A revocation received by Lander from any one or more
Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. It is anticipated that fluct
aggregate amount of Indebtedness covered by this Guaranty, and It Is specifically acknowledged and agreed by G rantar?thill reductions le
e
the amount of Indebtedness, even to zero dollars ($0.0D), prior to written revocation of this Guaranty by Guru or she ute a
termination of this Guaranty. This Guaranty is binding upon.Guarantor and Guarantor's heirs, successors and a so Ion any of the
guaranteed Indebtedness remains unpaid and even though the indebtedness guaranteed may from time to time be dollars ).
GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, either before or after any revoca haroof. wi notice or
demand and without lessening Guarantor's liability under this Guaranty, from time to time: (a) prior to revocation set r?i , e
one or more additional secured or unsecured loans to Borrower, to lease equipment or other goods to Barr
additional credit to Borrower; (b) to alter, compromise, renew, extend, accelerate, or otherwise change one or
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09-24-2004 - COMMERCIAL GUARANTY --- Page 2
Loan No 6166360 (Continued)
Indebtedness; extenslans 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
suretlas, endorsers, or other guarantors on any terms or to any manner Lander may choose; (e) to determine how, when and what application
of payments and credits shall be made an the indebtedness; (f) to apply such security and direct the order or manner of sale thereof,
including without ilmfiation, any nonjudiclal sate permitted by the terms of the controlling security agreement or deed of trust, as Lender in Its
discretion may detenulne; (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 Lander, (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,
salt, 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 crag information to 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 the financial condition of Guarantor 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 recant 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; p) 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 Lander (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, tiros, and place of any public or
private sate of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial
Code; (0 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.
If now or hereafter (a) Borrower shall be or become Insolvent, and (b) the Indebtedness shall not at all times until paid be fully secured by collateral
pledged by Borrower, Guarantor hereby forever waives and relinquishes in favor of Lender and Borrower, and their respective successors, any claim or
right to payment Glraranter may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall
Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 647(b), or any successor provision of the Federal bankruptcy
laws.
Guarantor also waives any and all rights or defenses arising by reason of (a) any "one action" or "anti--deficiency" law or any other taw which may
prevent Lander from brinoing any action, Including a claim for deficiency, against Guarantor, before or attar Lender's commencement or completion of
any foreclosure action, either judlddy or by exercise of a power of sale; (b) any election of remedies by Lender which destroys or otherwise adversely
affects Guarantor's subrogation rights or Guamniaes rights to proceed against Borrower for reimbursement, Including without limitation, any loss of
rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (c) any disability or other defense of Borrower, of
any other guarantor, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, other than payment In full
in legal tender, of the Indebtedness; (d) any right to claim discharge of the Indebtedness on the basis of unjustified Impairment of any collateral for the
Indebtedness; (a) any statute of Urnftallons, it at any time any action or suit brought by Lender against Guarantor is commenced there Is outstanding
Indebtedness of Borrower to Lender which Is not barred by any applicable statute of limitations; or (1) 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 Lander 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
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.
LENDER'S RIGHT OF SETOFF. In addition to all Uens upon and rights of setoff against the moneys, securities or other property of Guarantor given to
Lender by law, Lender shall have, with respect to Guarantor's obligations to Lander under this Guaranty and to the extent permitted by law, a
contractual security interest in and a right of setoff against, and Guarantor hereby assigns, conveys, delivers, pledges, and transfers to Lender all of
Guarantor's right, title and interest in and to, all deposits, moneys, securities and other property of Guarantor now or hereafter in the possession of or
on deposit with Lender, whether held In a general or special account or deposit, whether held Jointly with someone else, or whether held for
safekeeping or otherwise, excluding however all IRA, Keogh, and trust accounts. Every such security Interest and right of setoff may be exercised
without demand upon or notice to Guarantor. No security Interest or right of setoff shelf be deemed to have been waived by any act or conduct on the
part of Lender or by any neglect to exercise such right of setoff or to enforce such security Interest or by any delay In so doing. Every right of setoff and
security Interest shall continue in full force and effect until such right of setoff or security Interest Is specifically waived or released by an Instrument in
writing executed by Lender.
SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the Indebtedness of Borrower to Lender, whether now
existing or hereafter created, shall be prior 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
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09-24-2004 COMMERCIAL GUARANTY
Loan No 6155360 - (Continued)
Page 3
bankruptcy of Borrower, provided however, that such assignment shall be effecliva only for the purpose of assuring to Lender full payment In legal
tender of the Indebtedness. It 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
hereby is authorized, In the name of Guarantor, from time to time to execute and file financing statements and continuation statements and to execute
such other 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.
Applicable Law. This Guaranty has been delivered to Lender and accepted by Lender in the Commonwealth of Pennsylvania. If there is a
lawsuit, Guarantor agrees upon Lender's request to submit to the jurisdiction of the courts of Dauphin County, Commonwealth of Pennsylvania.
This Guaranty shall be governed by and construed In accordance with the laws of the Commonwealth of Pennsylvania.
Attorneys' Fees; Expenses. Guarantor agrees to pay upon demand all of Lender's costs and expenses, including attorneys' fees and Lender's
legal expenses, Incurred to connection with the enforcement of this Guaranty. Lender may pay someone also to help enforce this Guaranty, and
Guarantor shall pay the costs and expenses of such enforcement. Costs and expenses Include Lender's attorneys' fees and legal expenses
whether or not there Is a lawsuit, Including attorneys' fees and legal expenses for bankruptcy proceedings (and Including efforts to modify or
vacate any automatic stay or Injunction), appeals, and any anticipated posyudgment collection services. Guarantor also shall pay all court costs
and such additional fees as may be directed by the court.
Notices. AN notices required to be given by either party to the other under this Guaranty shall be In writing, may be sent by tetetacsfmile (unless
otherwise required by law), and, except for revocation notices by Guarantor, shall be effective when actually delivered or, when deposited with a
nationally recognized overnight courier, or when deposited In the United States mall, first class postage prepaid, addressed to the party to whom
the notice is to be given at the address shown above or to such other addresses as either party may designate to the other In writing. All
revocation notices by Guarantor shall be In writing. and shall be effective only upon delivery to Lender as provided above In the section titled
"DURATION OF GUARANTY." if there is more than one Guarantor, notice to any Guarantor will constitute notice to all Guarantors. For notlce
purposes, Guarantor agrees to keep Lender Informed at all times of Guarantor's current address.
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 hairs, successors, assigns, and transferees of each of
them. Caption headings in this Guaranty are for convenience purposes only and are not to be used to interpret or define the provisions of this
Guarantyif a court of competent jurisdiction finds any provision of this Guaranty to be Invalid or unenforceable as to any person or circumstance,
such finding shall not, render that provision Invalid or unenforceable as to any other persons or circumstances, and all provisions of this Guaranty
In all other respects'stiall remain valid and enforceable. If any one or more of Borrower or Guarantor are corporations or partnerships, It Is not
necessary for Lender to Inquire Into the powers of Borrower or Guarantor or of the officers, directors, partners, or 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.
Waiver. Lender shall not be deemed to have waived any rights under this Guaranty unless such waiver Is given in writing and signed by Lander.
No delay or omisslorl.on the part of Lender In exercising any right shag 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 consiltuta 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 Lander and Guarantor, shall constitute a
walver of any of Lender's rights or of any of Guarantor's obligations as to any future transaotlons. Whenever the consent of Lender is required
under this Guaranty, the granting of such consent by Lender in any Instance shalt 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.
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 A DEFAULT UNDER THIS GUARANTY, AND WITH OR WITHOUT COMPLAINT FILED, AS OF ANY TERM, CONFESS OR
ENTER JUDGMENT AGAINST GUARANTOR FOR THE ENTIRE PRINCIPAL BALANCE OF THIS GUARANTY, ALL ACCRUED INTEREST, LATE
CHARGES, AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THE
INDEBTEDNESS TOGETHER WITH INTEREST ON SUCH AMOUNTS, TOGETHER WITH COS'T'S 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, EXCEPT ANY NOTICE: AND/OR HEARING REQUIRED UNDER APPLICABLE LAW WITH RESPECT TO
EXECUTION OF THE 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
TEAMS. 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 SEPTEMBER 24,'2004.
THIS GUARANTY HAS BEEN SIGNED AND SEALED BY THE UNDERSIGNED.
GUARANTOR:
1 i
04 COMMERCIAL GUARANTY Page 4
6155360 (Continued)
LASER PRO, Rep. U.S. Pat. a T.M. Off., Ver. 3.202 (C) Concenlrsx2004 All rlphls reserved (PA-E20 E3'.29 F3.29 M553a0.LN C1.OVLJ
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_DISCLOWRE =FOR CONFESSION OF JUDGMENT
Borrower: New Kingstown Auto Sales, Inc.
73 East Main Street
New Kingstown, PA 17072
Guarantor: Teresa E. Blosser
P.O. Box 48
New Kingstown, PA 17072
Lender: Varian National Bank
Silver Spring Office
6480 Carlisle Pike
Mechanicsburg, PA 17060
DISCLOSURE FOR CONFESSION OF JUDGMENT
1 AM EXECUTING, THIS DAY OF 3el Ls? , 20 ()-(, A GUARANTY IN THE AMOUNT OF $80,000.00
OBLIGATING ME TO REPAY THAT AMOUNT.
A. I UNDERSTAND THAT THE GUARANTY CONTAINS A CONFESSION OF JUDGMENT PROVISION THAT WOULD PERMIT LENDER TO
ENTER JUDGMENT AGAINST ME IN COURT, AFTER A DEFAULT ON THE GUARANTY, WITHOUT ADVANCE NOTICE TO ME AND WITHOUT
OFFERING ME AN OPPORTUNITY TO DEFEND AGAINST THE ENTRY OF JUDGMENT. IN EXECUTING THE GUARANTY, BEING FULLY
AWARE OF MY RIGHTS TO ADVANCE NOTICE AND TO A HEARING TO CONTEST THE VALIDITY OF ANY JUDGMENT OR OTHER CLAIMS
THAT LENDER MAY ASSERT AGAINST ME UNDER THE GUARANTY, I AM KNOWINGLY, INTELLIGENTLY, AND VOLUNTARILY WAIVING
THESE RIGHTS, INCLUDING ANY RIGHT TO ADVANCE NOTICE OF THE ENTRY OF JUDGMENT, AND I EXPRESSLY AGREE AND CONSENT
TO LENDER'S ENTERING JU MENT AGAINST ME BY CONFESSION AS PROVIDED FOR IN THE CONFESSION OF JUDGMENT
a 'e
PROVISION. INITIALS:
B. I FURTHER UNDERSTAND THAT IN ADDITION TO GIVING LENDER THE RIGHT TO ENTER JUDGMENT AGAINST ME WITHOUT
ADVANCE NOTICE OR A HEARING, THE CONFESSION OF JUDGMENT PROVISION IN THE GUARANTY ALSO CONTAINS LANGUAGE THAT
WOULD PERMIT LENDER, AFTER ENTRY OF JUDGMENT, TO EXECUTE ON THE JUDGMENT BY FORECLOSING UPON, ATTACHING,
LEVYING ON, TAKING RaSSESSION OF OR OTHERWISE SEIZING MY PROPERTY, IN FULL OR PARTIAL PAYMENT OF THE JUDGMENT.
HOWEVER, LENDER MUST PROVIDE NOTICE TO ME UNDER APPLICABLE LAW IN EXECUTING ANY CONFESSED JUDGMENT. IN
EXECUTING THE GUARANTY, BEING FULLY AWARE OF MY RIGHTS TO ADVANCE NOTICE AND A HEARING AFTER JUDGMENT IS
ENTERED AND BEFORE EXECUTION ON THE JUDGMENT, I AM KNOWINGLY, INTELLIGENTLY AND VOLUNTARILY WAIVING THESE
RIGHTS, AND 1 EXPRESSLY AGREE AND CONSENT TO LEN '$ EXECUTING ON THE JUDGMENT, IN ANY MANNER PERMITTED BY
APPLICABLE STATE AND FEDERAL LAW. INITIALS: m -
C. AFTER HAVING READ AND DETERMINED WHICH OF THE FOLLOWING STATEMENTS ARE APPLICABLE, AND BY PLACING MY
INITIALS NEXT TO EACH STATEMENT WHICH APPLIES, I REPRESENT THAT.
INITIALS
1. 1 WAS REPRESENTED BY MY OWN INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THE GUARANTY.
:;?&. A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THE CONFESSION OF JUDGMENT PROVISION IN THE
I/// 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 HAS BEEN SIGNED AND SEALED BY THE UNDERSIGNED.
AFF
:?
X _ -- (SEAL)
..... _ . - s . __?..?,..? Oerese E. Blosser
LASER PRO, Reg.U.S.pat.AT.M.Off.,Ver.3.29a(0)Coneantrex2M Allrfghtsreserved. IPA_D30E3.29F3.296155360.LNCI.OVL)
i
CENTRIC
BLANK
•We Revolve Around You.
1
CENTRIC BANK
NOTE MODIFICATION AGREEMENT
Account No. 6155360
THIS AGREEMENT made this o27 A day of May, 2010, between New Kingstown
Auto Sales, Inc. (Borrower") with an address at 73 East Main Street, New Kingstown, PA
17072 and Centric Bank, ("Lender") a corporation organized and existing under the laws of the
Pennsylvania with an office located at 4320 Linglestown Road, Harrisburg, Pennsylvania,
provides as follows:
WHEREAS, Lender has executed and delivered to Borrower that certain note (the
"Note") dated September 24, 2004 in the original principal amount of $80,000.00, which Note is
secured by Commercial Security Agreement dated September 24, 2004, covering all business
assets as evidenced by UCC Filing Number 2009072714770.
WHEREAS, The Note matured on January 31, 2010 ("Maturity Date") and Borrower
requested and Lender agreed in principal to extend the Note prior to the Maturity Date.
NOW THEREFORE, in consideration of the forgoing and other good and
valuable consideration, receipt of which is hereby acknowledged, and intending to be legally
bound, Borrower and Lender agree as follows:
1. The maturity date of January 31, 2010 will be extended to May 31, 2015, with
interest only payments through May 31, 2010, followed by 60 monthly payments of
$659.14 principal and interest. The applicable interest rate will be fixed at 6.00%
for five (5) years. Ali outstanding principal, interest, and any fees owing will be due
and payable on May 31, 2015. The monthly payment will be $659.14 and shall
include principal and interest beginning on May 31, 2010.
EXHIBIT
320 Linglestown Road
Harrisburg, PA 17112
T 717.657.7727
F 717.657.7748
www.centricbank.com
2. Except as specially amended by this Agreement, the Note shall remain unmodified
and in fall force and effect Nothing herein is intended to impair the priority or effect of
the Commercial Security Agreement with respect to the indebtedness evidenced by the
Note.
IN WITNESS WHEREOF, The parties hereto cause this Note Modification Agreement to
be executed as of the date first above mentioned.
(Borrower)
By:
?, President
Auto Sales, Inc.
(Lender)
By:
Shen L. Brown
Senior Vice President
V I, ,
ACKNOWLEDGEMENT:
Each of the undersigned Guarantors, acknowledge and agree to the terms and conditions as stated
in the Note Modification Agreement and further acknowledge the Commercial Guaranty executed
and delivered by the undersigned on September 24, 2444, continue in full force and effect until
terminated by Lender.
By: I/- - .
Wry lAughman, Guarantor
By:
age
Dresa Laughman 41tor(I