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HomeMy WebLinkAbout12-3069BARLEY SNYDER LLP William C. Colby, Jr., Esquire Court I.D. No. 46880 50 North Fifth Street, P.O. Box 942 Reading, PA 19603-0942 (610) 376-6651 ,_R - <x, Attorney for Plaintiff SUSQUEHANNA BANK, Successor by Merger to GRAYSTONE BANK Plaintiff V. CUMBERLAND VALLEY DEVELOPMENT, INC. t COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW No. /a - 30(o? 01vit W*t CONFESSION OF JUDGMENT Pursuant to the authority contained in the Warrant of Attorney, a true and correct copy of which is attached to the Complaint filed in this action, I appear for the Defendant and confess judgment in favor of the Plaintiff and against the Defendant, as follows: Principal Balance $ 473,534.08 Interest to and including 4/18/12 20,683.58 Late Fees 15,622.43 Attorneys' Fees 49,421.77 Total $ 559,261.86 Interest continues to accrue at the per diem rate of $75.63 from April 18, 2012, continuing late fees, and costs of collection. BARLEY SNYDER LLP By: William F. olby, Jr Es uire s Attorney for Plaintif 44to-oo P,6 ATTk/ eont>&&a P- # (9 a 75c z V7 3548292 NoiFice l(6-iled BARLEY SNYDER LLP William C. Colby, Jr., Esquire Court I.D. No. 46880 50 North Fifth Street, P.O. Box 942 Reading, PA 19603-0942 (610) 376-6651 Attorney for Plaintiff SUSQUEHANNA BANK, Successor by Merger to GRAYSTONE BANK Plaintiff V. CUMBERLAND VALLEY DEVELOPMENT, INC. COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW No. I ?L 3 6 b 9 1 -f COMPLAINT CONFESSION OF JUDGMENT The Plaintiff, Susquehanna Bank, Successor by Merger to Graystone Bank is a banking corporation maintaining an address of 1828 Good Hope Drive, Enola, PA 17025. 2. Cumberland Valley Development, Inc. (the "Defendant'') is a Pennsylvania corporation with a registered address of 71 Silver Crown Drive, Mechanicsburg, PA 17055. 3. On May 31, 2006, for value received, in connection with a commercial, and not a consumer, transaction, Defendant executed to the order of, and delivered to Plaintiff a certain Promissory Note ("Note") pursuant to which the Defendant promised to pay to Plaintiff the principal amount of Nine Hundred Seventy Thousand Dollars ($970,000.00), plus interest and late fees thereon as therein provided (the "Note"). A true and correct copy of the Note is attached hereto, made apart hereof, and marked as Exhibit "A." A true and correct copy of the 3548292-1 Disclosure for Confession of Judgment is attached hereto, made a part hereof, and marked as Exhibit -13". 4. The Note was modified by a Change in Terms Agreement dated May 22, 2008, modifying various terms and condition of the Note as described in the Agreement; and thereafter again modified by Change in Terms Agreements dated July 17, 2008, October 28, 2009, March 16, 2010, June 25, 2010, and May 25, 2011 (collectively, the "Agreements"). A true and correct copy of the Agreements are attached hereto, made a part hereof, and marked as Exhibit "C". The Note and Agreements are hereinafter collectively referred to as the ``Note". 5. The Note has not been assigned and the Plaintiff is the owner of the Note. 6. This Court has subject matter jurisdiction over all causes of action under the Note. 7. The Defendant is in default because the Defendant has failed, refused, and continues to fail and refuse to pay the monthly payments from October 15, 2011, and monthly thereafter, due Plaintiff under and pursuant to the Note. The Plaintiff has made a demand upon Defendant for payment under and pursuant to the terms and conditions of the Note, which the Defendant has failed and refused to pay. A true and correct copy of the demand is attached hereto, made a part hereof, and marked as Exhibit "D". 9. After a default under the terms and conditions of the Note, the Plaintiff may accelerate the full balance due under the Note and declare the entire indebtedness immediately due and payable to Plaintiff without further notice to the Defendant. Plaintiff exercises this option. 10. Judgment is not being entered by confession against a natural person in connection with a consumer credit transaction. 3548292-1 11. Judgment has not been entered on the warrant of attorney contained in the Note in any jurisdiction. 12. An itemization of the amount due and owing to the Plaintiff by the Defendant under the Note and Mortgage, as of April 18, 2012, is as follows: Principal Balance $ 473,534.08 Interest to and including 4/18/12 20,683.58 Late Fees 15,622.43 Attorneys' Fees 49,421.77 Total $ 559,261.86 Interest continues to accrue at the per diem rate of $75.63 from April 18, 2012, plus late fees, and costs of collection. 13. The warrant of attorney contained in the Note provides for the confession of judgment against the Defendant for the entire principal balance owed under the Note, all accrued interest, late charges, together with costs of suit and an attorney's commission of ten percent: (10%) of the unpaid principal balance and accrued interest. WHEREFORE, Plaintiff, prays your Honorable Court to grant judgment in favor of the Plaintiff and against the Defendant in the sum of Five Hundred Fifty-Nine Thousand Two Hundred Sixty-one Dollars and Eighty-six Cents ($559,261.86), plus interest at the per diem rate of 575.63, from April 18, 2012, late fees, and costs of collection. BARLEY SNYDER LLP By: William F?ol??" J& Attorneys or Plaintiff 348292-1 PROMISSORY DOTE Borrower: Cumberland Valley Development, Inc. 71 Silver Crown Drive Mechanicsburg, PA 17055 Lender: GRAYSTONE BANK Capital Commercial Banking Region 112 Market Street Harrisburg, PA 17101 Principal Amount: $970,000.00 Date of Note: May 31, 2006 PROMISE TO PAY. Cumberland Valley Development, Inc. ("Borrower") promises to pay to GRAYSTONE BANK ("Lender"i, or order, in lawful money of the United States of America, the principal amount of Nine Hundred Seventy Thousand & 001100 Dollars 0970,000.001 or so much as may be outstanding, together with Interest on the unpaid outstanding principal balance of each advance. Interest shall be calculated from the date of each advance until repayment of each advance. PAYMENT. Borrower will pay this loan In one payment of all outstanding principal -plus all accrued unpaid interest on April 30, 2006. In addition, Borrower will pay regular monthly payments of all accrued unpaid Interest due as of each payment date, beginning July 1, 2006, with all subsequent interest payments to be due on the same day of each month after that. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid Interest; then to principal; then to any late charges; and then to any unpaid collection costs. The annual Interest rate for this Note is computed on a 365/360 basis; that is, by applying the ratio of the annual interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate in writing. VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from time to time.based on changes in an index which is Lender's Prime Rate Ithe "Index"). This is the rate Lender charges, or would charge, on 90-day unsecured loans to the most creditworthy corporate customers. This rate may or may not be the lowest rate available from Lender at any given time. Lender will tell Borrower the current Index rate upon Borrower's request. The interest rate change will not occur more often than each day. Borrower understands that Lender may make loans based on other rates as well. The interest rate to be applied to the unpaid principal balance during this Note will be at a rate of 1.000 percentage point over the index. NOTICE: Under no circumstances will the interest rate on this Note be more than the maximum rate allowed by applicable taw. PREPAYMENT. Borrower agrees that all loan fees and other prepaid finance charges are earned fully as of the date of the loan and will not be subject to refund upon early payment (whether voluntary or as a result of default), except as otherwise required by law. Except for the foregoing, Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower's obligation to continue to make payments of accrued unpaid interest. Rather, early payments will reduce the principal balance due. Borrower agrees not to send Lender payments marked "paid in full", "without recourse", or similar language. If Borrower sends :such a payment, Lender may accept It without losing any of Lender's rights under this Note, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes "payment In full" of the amount owed or that is tendered with other conditions or. limitations or as full satisfaction of a disputed amount must be mailed or delivered to: GRAYSTONE BANK, 112 Market Street Harrisburg, PA 17101. LATE CHARGE. If a payment is 15 days or more late, Borrower will be charged 10.000% of the regularly scheduled payment or $250.00, whichever is greater. , INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, the interest rate on this Note shall be increased by adding a 2.000 percentage point margin ("Default 'Rete Margin"). The Default Rate Margin shall also apply to each succeeding Interest rate change that would have applied had there been no'default. If judgment is entered in connection with this Note, Interest will continue to accrue after the date of judgment at the rate in effect at the time judgment is entered. However, In no event will the interest rate exceed the maximum interest rate limitations under applicable law. DEFAULT. Each of the following shall constitute an event of default ("Event of Default") under this Note; Payment Default. Borrower fails to make any payment when due under this Note. Other Defaults. Borrower fails to comply with. or to perform any other term, obligation, covenant or condition contained in this Note or in any of the related documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower. False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Note or the related documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. 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, self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the loan. This Includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lander monies or. a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute. Events Affecting Guarantor, Any of the preceding events occurs with respect to any Guarantor of any of the indebtedness or any Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any guaranty of the indebtedness evidenced by this Noto. In thc;event of a death, Lender, at its option, may, but shall not be required to, permit the Guarantor's estate to assume unconditionally the obligations arising under the guaranty in a manner satisfactory to Lender, and, in doing so, cure any Event of Default. Change In Ownership. Any charge in ownership of twenty-five percent (25%) or more of the common stack of Borrower, Adverse Change. A material advarse change occurs In Borrower's financial condition, or Lender believes the prospect of payment or performance of this Note is impaired. Cure Prov%lons. If any default, other than a default in payment is curable and it Borrower has not been given a notice of a breach of the same provision of this Note within the preceding twelve ( i 2) months, it may be cured If Borrower, after receiving written notice from Lender demanding cure of such default; (11 cures the dgfaLlt within fifteen (15) days; or (2) if the cure requires more than fifteen (15) PROMISSORY NOTE Loan No: 4000001254 (Con inued) Page 2 days, immediately initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. LENDER'S RIGHTS. Upon default, Lender may, after giving such notices as required by applicable law, declare the entire unpaid principal balance under this Note and all accrued unpaid interest immediately due, and then Borrower will pay that amount. ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower will pay Lender that amount. This includes, subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit, including attorneys' fees, expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), and appeals. If not prohibited by applicable law, Borrower also will pay any court costs, in addition to all other sums provided by law. JURY WAIVER. Lender and Borrower hereby walve the right to any jury trial in any action, proceeding, or counterclaim brought by either Lender or Borrower against the other, GOVERNING LAW. This Note will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions. This Note ties been accepted by Lender in the Commonwealth of Pennsylvania. CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of the courts of Dauphin bounty, Commonwealth of Pennsylvania. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower's accounts with Lender (whethar checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the indebtedness against any and all such accounts, LINE OF CREDIT. This Note evidences a straight line of credit. Once the total amount of principal has been advanced, Borrower is not entitled to further loan advances. 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. CROSS COLLATERALITE/CROSS DEFAULT. This loan will be cross-collateralized/cross-defaulted with all other loans from Borrower, or any of Borrower's related entities, to Lender. If at anytime there is a default under this loan, all loans will be considered in default and all outstanding amounts under the loans will be immediately due and payable In full. A default in one loan shall constitute a default in alt others. SECURITY. All collateral (as herein defined) is security for this Note and any renewals, extensions and modifications thereof, and the payment, performance and discharge of all other present or future indebtedness, obligations and undertakings (whether individual, joint, several, direct, contingent or otherwise) of the Borrower to or for the benefit of Lender, whether arising directly to Lender under this Note or under any other agreement, promissory note or undertakings now existing or hereinafter entered Into by the Borrower to the Lender. The term "Collateral" includes all tangible and intangible property (ii described in any mortgage, pledge, assignment or other security document separately executed in favor of Lender, and fill in which a security interest has been granted to Lender pursuant to this Note. LETTER OF CREDIT. Lender, in conjunction with the writing of this Note, may Issue one or more Letters of Credit In amounts not to exceed the Note amount. Lender shall maintain at all times undishursed funds from the Note amount in quantity sufficient enough to cover the outstanding balance on any issued Letters of Credit. SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and upon Borrower's heirs, personal representatives, successors and assigns, and shall inure to the benefit of Lender and its successors and assigns. GENERAL PROVISIONS. If any pert of this Note cannot be enforced, this fact will not affect the rest of the Note. Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them, Borrower and any other person who signs, guarantees or endorses this Note, to the extent allowed by law, waive presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker, guarantor, accommodation maker or endorser, 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, fail to realize upon or perfect Lender's security Interest in the collateral; and take any other action deamed necessary by Lender without the consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Note are joint and several. If any portion of this Note is for any reason determined to be unenforceable, It will not affect the enforceability of any other provisions of this Note. CONFESSION OF JUDGMEN'T_ BORROWER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR BORROWER AFTER A DEFAULT UNDER THIS NOTE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT AGAINST BORROWER FOR THE ENTIRE PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED INTEREST, LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THIS NOTE, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT 110%) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT-NOT LESS THAN FIVE HUNDRED DOLLARS (5500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS NOTE OR A COPY OF THIS NOTE VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS NOTE TO CONFESS JUDGMENT AGAINST BORROWER SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS NOTE. BORROWER HEREBY WAIVES ANY RIGHT BORROWER MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO BORROWER'S ATTENTION OR BORROWER HAS 6EEN REPRESENTED 13Y INDEPENDENT LEGAL COUNSEL. PROMISSORY (VOTE Loan No: 4000001254 (Continued) Page 3 PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE NOTE. BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE. THIS NOTE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS NOTE IS.AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. BORROWER: C ERLAND VALLEY D1EVELOPME IN . BY' 1? (Seal) Steven E. Westhafer, Preside gt/of Cumberland Valley Development, Inc- i LENDER- LASER IRO Le 69, Vr. S]1.00.0p1 Cep- --d (i 1r 506-1.-,, lac. 1-7. 1000. M WQn'O ft-d. -?A S tV-ik1CFAUU070.LC' TR-175 DISCLOSURE FOR CONFESS141V OF JUDGMENT Declarant: Cumberland Valley Development, Inc. Lender: GRAYSTONE BANK 71 Silver Crown Drive Capital Commercial Banking Region Mechanicsburg, PA 17055 112 Market Street Harrisburg, PA 17101 DISCLOSURE FOR CONFESSION OF JUDGMENT THE UNDERSIGNED 1S EXECUTING ON BEHALF OF DECLARANT, THIS ?g16T DAY OF I" T AY 20 0-4 , A PROMISSORY NOTE FOR $970,000.00 OBLIGATING DECLARANT TO REPAY THAT AMOUNT. A. THE UNDERSIGNED UNDERSTANDS THAT THE NOTE CONTAINS A CONFESSION OF JUDGMENT PROVISION THAT WOULD PERMIT LENDER TO ENTER JUDGMENT AGAINST DECLARANT IN COURT, AFTER A DEFAULT ON THE NOTE, WITHOUT ADVANCE NOTICE TO DECLARANT AND WITHOUT OFFERING DECLARANT AN OPPORTUNITY TO DEFEND AGAINST THE ENTRY OF JUDGMENT. IN EXECUTING THE NOTE, BEING FULLY AWARE OF DECLARANT'S RIGHTS TO ADVANCE NOTICE AND TO A HEARING TO CONTEST THE VALIDITY OF ANY JUDGMENT OR OTHER CLAIMS THAT LENDER MAY ASSERT AGAINST DECLARANT UNDER THE NOTE, THE UNDERSIGNED, ON BEHALF OF THE DECLARANT, IS KNOWINGLY, INTELLIGENTLY, AND VOLUNTARILY WAIVING THESE RIGHTS, INCLUDING ANY RIGHT TO ADVANCE NOTICE OF THE ENTRY OF JUDGMENT. AND THE UNDERSIGNED EXPRESSLY AGREES AND CONSENTS TO LENDER'S ENTERING JUDGMENT AGAINST DECLARANT BY CONFESSION AS PROVIDED FOR IN THE CONFESSION OF JUDGMENT PROVISION. B. THE UNDERSIGNED FURTHER UNDERSTANDS THAT IN ADDITION TO GIVING LENDER THE RIGHT TO ENTER JUDGMENT AGAINST DECLARANT WITHOUT ADVANCE NOTICE OR A HEARING, THE CONFESSION OF JUDGMENT PROVISION IN THE NOTE ALSO CONTAINS LANGUAGE THAT WOULD PERMIT LENDER, AFTER ENTRY OF JUDGMENT, AGAIN WITHOUT EITHER ADVANCE NOTICE OR A HEARING, TO EXECUTE ON THE JUDGMENT BY FORECLOSING UPON, ATTACHING, LEVYING ON, TAKING POSSESSION OF OR OTHERWISE SEIZING DECLARANT'S PROPERTY, IN FULL OR 'PARTIAL PAYMENT OF THE JUDGMENT. IN EXECUTING THE NOTE, BEING FULLY AWARE OF DECLARANT'S RIGHTS TO ADVANCE NOTICE AND A HEARING AFTER JUDGMENT IS ENTERED AND BEFORE EXECUTION ON THE JUDGMENT, THE UNDERSIGNED, ON BEHALF OF THE DECLARANT, IS KNOWINGLY, INTELLIGENTLY AND VOLUNTARILY WAIVING THESE RIGHTS,.AND THE UNDERSIGNED EXPRESSLY AGREES AND CONSENTS TO LENDER'S IMMEDIATELY EXECUTING ON THE JUDGMENT IN ANY MANNER PERMITTED 13Y APPLICABLE STATE AND FEDERAL LAW, WITHOUT GIVING DECLARANT ANY ADVANCE NOTICE, C. AFTER HAVING READ AND DETERMINED WHICH OF THE FOLLOWING STATEMENTS ARE APPLICABLE, BY INITIALING EACH STATEMENT THAT APPLIES, THE UNDERSIGNED REPRESENTS THAT: INITIALS _ 1, DFCLARANT WAS REPRESENTED BY DECLARANT'S OWN INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THE NOTE. E.W2. A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THE CONFESSION OF JUDGMENT PROVISION IN THE NOTE TO DECLARANT'S ATTENTION, THIS DISCLOSURE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS DISCLOSURE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. DECLARANT: CU 7RLAND VALLEY DELVE/LO?PMENT. I ,. Sy: z (Seal) Steven E. Westhafer, President Cumberland Valley Development, Inc. 1A610 AO L.4,9, V- 5.51.00M4 C- fW," Anadr Sw6on,, bc. t6G). ]ooi. Nt ntync Pw..tl. - M SAW-u\CA LIUAX.IC 10.475 XT ?3 CHANGE IN TERMS AGREEMENT Borrower: Cumberland Valley Development, Inc. Lender: GRAYSTONE BANK 71 Silver Crown Drive Capital Region Mechanicsburg. PA 17055 112 Market Street Harrisburg. PA 17101 Principal Amount: $477,931.68 Date of Agreement: May 22, 2008 DESCRIPTION OF EXISTING INDEBTEDNESS. On May 31, 2006, Borrower executed and delivered to Lender a Promissory Note in the original Principal Amount of Nine Hundred Seventy Thousand and 00/100 Dollars (5970,000.00) ("Note") with Interest accruing at Lender's Prime Rate plus 1.00% and a Maturity Date of April 30, 2008. As of the date of this Agreement, the principal balance of this Note is Four Hundred Seventy Seven Thousand dine Hundred Thirty One and 681100 Dollars 15477,931.68). DESCRIPTION OF CHANGE IN TERMS. Effective the date of this Agreement, Lender and Borrower have agreed to an extension of the Maturity Date to June 30, 2008 and changing the rate of interest to 6.75% fixed, all the terns of which are defined befdw under PAYMENT. PROMISE TO PAY. Cumberland Valley Development. Inc. ("Borrower") promises to pay to GRAYSTONE BANK ("Lender"), or order, in lawful money of the United States of America, the principal amount of Four Hundred Seventy-seven Thousand Nine Hundred Thirty-one & 681100 Dollars (6477.931.68), together with interest at the rate of 6.750% per annum on the unpaid principal balance from May 22, 2008, untie paid in full. The interest rate may change under the terms and conditions of the "INTEREST AFTER DEFAULT" section. PAYMENT. Borrower will pay this loan In one principal payment of 6477,931.68 plus interest on June 30, 2008. This payment due on June 30, 2008, will be for all principal and all accrued interest not yet paid. In addition, Borrower will pay regular monthly payments of all accrued unpaid interest due as of each payment date, beginning May 30, 2008, with all subsequent interest payments to be due on the same day of each month after that. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest: then to principal: then to any late charges; and then to any unpaid collection costs. Interest on this loan is computed on a 3651360 simple interest basis, that is, by applying the ratio of the annual Interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the, principal balance is outstanding. Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate in writing- PREPAYMENT. Borrower may pay without penalty all or a portion of the amount owed earlier than it Is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower's obligation to continue to make payments under the payment schedule. Rather, early payments will reduce the principal balance due. Borrower agrees not to send Lender payments marked "paid to full", "without recourse", or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender's rights under this Agreement, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts. Including any check or other payment instrument that indicates that the payment constitutes "payment in full" of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: GRAYSTONE BANK, 112 Market Street Harrisburg, PA 17101. LATE CHARGE: If a payment is 15 days or more late, Borrower will be charged 10.000% of the regularly scheduled payment or 6250.00, whichever is greater. INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, the Interest rata on this loan shall be Increased by 2.000 percentage points. If judgment is entered In connection with this Agreement, interest will continue to accrue after the date of judgment at the rate In effect at the time judgment is entered. However, in no event will the interest rate exceed the maximum interest rate limitations under applicable law. DEFAULT. Each of the following shall constitute an Event of Default under this Agreement: Payment Default. Borrower fails to make any payment when due under the Indebtedness. Other Defaults. Borrower falls to comply with or to perform any other term, obligation, covenant or condition contained in this Agreement or in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower. False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Agreement or the Related Documents is false or misleading In any material respect, either now or et the time made or furnished or becomes false or misleading at any time thereafter. Insolvency. The dissolution or termination of Borrower's existence as a going business, the insolvency of borrower, the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the indebtedness. This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender: However, this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, 8s being an adequate reserve or bond for the dispute. Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness or any Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any. Guaranty of the Indebtedness evidenced by this Note. Change In Ownership. Any change in ownership of twenty-five percent (25%) or more of the common stock of Borrower. Adverse Change. A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance of the Indebtedness is impaired- Cure Provisions. :f any default, other than a default in payment is curable and if Borrower has not been given a notice of a breach of the same provision of this Agreement within the preceding twelve (12) months, It may be cured if Borrower, after receiving written notice from Lender demanding cure of such default: (1) cures the default within fifteen 05) days; or (2) if the cure requires more than fifteen (15) days,. immediately initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. LENDER'S RIGHTS. Upon default, Lender may, after giving such notices as required by applicable law, declare the entire unpaid principal balance under this Agreement and all accrued unpaid fntere t Immediately due, and then Borrower will pay that umounL CHANGE IN TERMS AGREEMENT Loan No: 4000001254 (Continued) Page 2 ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect this Agreement if Borrower does not pay. Borrower will pay Lender that amount. This includes, subject to any limits under applicable law, Lender's reasonable attorneys' fees and Lenders legal expenses, whether or not there is a lawsuit, including reasonable attorneys' fees, expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), and appeals. If not prohibited by applicable law, Borrower also will pay any court costs, In addition to all other sums provided by law. JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either Lender or Borrower against the other. GOVERNING LAW. This Agreement will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the Commonwealth of Pennsylvania without regard to Its conflicts of law provisions. This Agreement has been accepted by Lender in the Commonwealth of Pennsylvania. CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of the courts of Dauphin County, Commonwealth of Pennsylvania. RIGHT OF SETOFF- To the extent permitted by applicable Jaw, Lender reserves a right of setoff in all Borrower's accounts with Lender (whether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by taw. 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. CONTINUING VALIDITY. Except as expressly changed by this Agreement, the terms of the original obligation or obligations, including all agreements evidenced or securing the obligation(s), remain unchanged and In full force and effect. Consent by Lender to this Agreement does not waive Lender's right to strict performance of the obligatlon(s) as changed, nor obligate Lender to make any future change in terms. Nothing in this Agreement will constitute a satisfaction of the obligation(s). It is the intention of Lender to retain as (table parties all makers and endorsers of the original obligation(s), including accommodation parties, unless a party is expressly released by Lender in writing. Any maker or endorser, including accommodation makers, will not be released by virtue of this Agreement. If any person who signed the original obligation does not sign this Agreement below, then all persons signing below acknowledge that this Agreement is given conditionally, based on the representation to Lender that the non-signing party consents to the changes and provisions of this Agreement or otherwise will not be released by it. This waiver applies not only to any initial extension, modification or release, but also to all such subsequent actions. SUCCESSOR INTERESTS- The terms of this Agreement shall be binding upon Borrower, and upon Borrower's heirs, personal representatives, successors, and assigns, and shall be enforceable by Lender and Its successors and assigns. MISCELLANEOUS PROVISIONS. If any part of this Agreement cannot be enforced, this fact will not affect the rest of the Agreement. Lender may delay or forgo enforcing any of its rights or remedies under this Agreement without losing them. Borrower and any other person who signs, guarantees or endorses this Agreement, to the extent allowed by law, waive presentment, demand for payment, and.notice of dishonor. Upon any change in the terms of this Agreement, and unless otherwise expressly stated in writing, no party who signs this Agreement, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or, extend irepeatedly and for any length of time) this Loan or release any party or guarantor or collateral; or impair, fail to realize upon or perfect Lender's security interest in the collateral;-and take any other action deemed necessary by Lender without the consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Agreement are joint and several, PRIOR TO SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT. BORROWER AGREES TO THE TERMS OF THE AGREEMENT. THIS AGREEMENT IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS AGREEMENT IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW, BORROWER: CU =RLANDVAL Y D EVELOPM T INC. B(Seat) Steven E. Westhafer, Pre dent of Cumberland Valley Development, Inc. LENDER: GRAYST NE BANK r, X eat R. all, Asst. Vice Pr ident ,MEP Vno Wepy,Vs.6A000=3 C.F.--Fi,.W 6,"-I-1692,2009 MA,#,. M-- .M SA-1"CF"M10C5t 571.6]6 UHANGE IN TERMS AGREEMEN i Borrower: Cumberland Valley Development, Inc. Lender: GRAYSTONE BANK 71 Silver Crown Drive Capital Region Mechanicsburg, PA 17055 112 Market Street Harrisburg, PA 17101 Principal AITIOLInt: $477,931.68 Date of Agreement: July 17, 2008 DESCRIPTION OF EXISTING INDEBTEDNESS. On May 31, 2006, Borrower executed and delivered to Lender a Promissory Nord it the original Principal Amount of Nine Hundred Seventy Thousand and 001100 Dollars 0970,000.00) ("Note") maturing April 30, 2008. A subsequent Change in Terms Agreement was executed on May 22, 2008 extending the Maturity date to June 30, 2008. As of the date of this Agreement, the principal balance of this Note is Four Hundred Seventy Seven Thousand Nine Hundred Thirty One and 681100 Dollars ($477,931 ,88), DESCRIPTION OF CHANGE IN TERMS. Effective the date of this Agreement, Lender and Borrower have agreed to an extension of the Maturity Date to October 2, 2008, all the terms of which are defined below under PAYMENT. PROMISE TO PAY. Cumberland Valley Development, Inc. I"Borrower") promises to pay to GRAYSTONE BANK ("Lender"), or order, in lawful money of the United States of America, the principal amount of Four Hundred Seventy-seven Thousand Nine Hundred Thirty-one & 68/100 Dollars ($477,931.68), together with interest at the rate of 6.750`86 per annum on the,unpaid principal balaaoc from July 17, 2008, until paid In full. The interest rate may change under Hie terms and sondi'tions of the "INTEREST AFTER DEFAULT" section. PAYMENT. Borrower will pay this loan in one principal payment of $477,931.68 plus interest on October 2, 2008. Ibis payment due on October 2, 2008, will be for all principal and all accrued interest riot yet paid. In addition, Borrower will pay regular monthly payments of all accrued unpaid interest due as of each. payment date, beginning July 30, 2008, with all subsequent interest payments to be due on the same day of each month after that. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest; then to principal; then to any late charges; and then to any unpaid collection costs. Interest on this loan is computed on a 3651360 simple interest basis; that Is, by applying the ratio of the annual Interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by. the actual number of days the principal balance is outstanding. Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate in writing. 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 he subject to refund upon early payment (whether voluntary or as a result of default), except as otherwise required by law. Except for the foregoing; Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, refieve Borrower of. Borrower's obligation to continue to make payments under the payment schedule. Rather, early payments will reduce the principal balance due. Borrower agrees not to send Lender payments marked "paid in full", "without recourse", or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender's rights under this Agreement, and Borrower will remain obligated to pay any further amount awed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes "payment In full" of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: GRAYSTONE BANK, 112 Market Street Harrisburg, PA 17101. I-ATE CHARGE. J a payment is lb days or more late, Borrower will be charged 10.000% of the regularly scheduled payment or $250.00, whichever is greater. INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, the interest rate on this loan shall be increased by 2.000 percentage points. If judgment is entered in connection with this Agreement, interest will continue to accrue after the date of judgment at the rate in effect at the time judgment is entered. However, in no event will the interest rate exceed the maximum interest rate limitations under applicable law. DEFAULT. Each of the following shall constitute an Event of Default under this Agreement: Payment Default. Borrower fails to make any payment when due under the Indebtedness. Other Defaults- Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Agreement or in any of the Related Documents or to comply with or to perform any term, obligation; covenant or condition contained in any other agreement between Lender and Borrower. False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Agreement or the Related Documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. Insolvency. The &sso(ution 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, self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the indebtedness. This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute. Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness or any Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability under,. any Guaranty of the indebtedness evidenced by this Note. Change In Ownership. Any change in ownership of twenty-five percent (26%) or more of the common stock of Borrower Adverse Change. A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance of the indebtedness is impaired. Cue Provisions. If any default, other than a default in payment is curable and if Borrower has not been given a notice of a breach of the same provision of this Agreement within the preceding twelve 02) months, it may be cured if Borrower, after receiving written notice from Lender demanding cure of such default; ill cures the default within fifteen (15) days; or (2) if the cure requires more than fifteen (15) days, immediately initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. CHANGE IN TERMS AGREEMENT Loan No: 4000001.254 (Continued) Page 2 LENDER'S RIGHTS. Upon default, Lender may, after giving such notices as required by applicable law, declare the entire unpaid principal balance under this Agreement and all accrued unpaid interest immediately due, and-then Borrower will pay that amount. ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collact this Agreement if Borrower does not pay. Borrower will pay Lender that amount. This includes, subject to any limits under applicable law, Lender's reasonable attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit; including reasonable attorneys' fees, expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), and appeals. It not prohibited by applicable law, Borrower also will pay any court costs, in addition to all other sums provided by law. JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either lender or Borrower against the other. GOVERNING LAW. This Agreement will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the taws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions. This Agreement has been accepted by Lender in the Commonwealth of Pennsylvania. CHOICE OF VENUE. If there Is a lawsuit, Borrower agrees upon tender's request to submit to the jurisdiction of the courts of Dauphin County, Commonwealth of Pennsylvania. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower's accounts with Lender (whether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However, this does not include any IRA or Keogh accounts, or any trust aCCOUntS for which setoff would be prohibited by law. Borrower authorizes Lender, to the extern permitted by applicable law, to charge or setoff all sums owing on the indebtedness against any and all such accounts. CONTINUING VALIDITY. Except as expressly changed by this Agreement, the terms of the original obligation or obligations, including all agreements evidenced or securing the obligation(s), remain unchanged and in full force and effect. Consent by Lender to-this Agreement dyes not waive Lender's right to strict performance of the obligation(s) as changed, nor obligate Lender to make any future change in terms. Nothing_ in this Agreement will constitute a satisfaction of the obligation(s). It is the intention of Lender to retain as liable parties all makers and endorsers of the original obligation(s), including accommodation parties, unless a party is expressly released by Lender in writing. Any maker or endorser, including accommodation makers, will not be released by virtue of this Agreement. If any person who signed the original obligation does not sign this Agreement below, then all persons signing below acknowledge that this Agreement is given conditionally, based on the representation to Lender that -the non-signing party consents to the changes and provisions of this Agreement or otherwise wit] not be released by it. This waiver applies not only to any initial extension, modification or release,'but also to all such subsequent actions. SUCCESSOR INTERESTS. The terms of this Agreement shall be binding upon Borrower, and upon Borrower's heirs, personal representatives, successors, end assigns, and shall he enforceable by Lender and its successors and assigns. MISCELLANEOUS PROVISIONS. If any part of this Agreement cannot be enforced, this fact will not affect the rest of the Agreement. Lender may delay or forgo enforcing any of its rights or remedies under this Agreement without losing them. Borrower and any other person who signs, guarantees or endorses this Agreement, to the extent allowed by law, waive presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this Agreement, and unless otherwise expressly stated in writing, no party who signs this Agreement, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan or release any party or guarantor or collateral; or impair, fail to realize upon or perfect Lender's security interest in the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Agreement are joint and several. PRIOR TO SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT. BORROWER AGREES TO THE TERMS OF THE AGREEMENT. THIS AGREEMENT IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS AGREEMENT IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. BORROWER: C ERLAND VALLEY D VELO MENT, INC. By' (Seal) Steven E. est afer,^ Presid of Cumberland Valley Development, Inc, ^_---?? -?_ ?_-- USfR PRO lroint, v.,. 6.+O.W.OO3 CeD1b,lhe F •+cwl sd.ilien , In=. 199), 1008. AS M1p,l, lief. V1 wA - Y4 S:IplafuiralCRkPLN]OC.fC Thi15 CHANGE IN TERMS AGREEMENT Borrower: Cumberland Valley Development, Inc. Lender: Graystone Bank, a Division of Graystone 'rower Bank 71 Silver Crown Drive Capital Region Mechanicsburg, PA 17055 112 Market Street Harrisburg, PA 17101 Principal Amount: $477,931.68 Date of Agreement: October 28, 2009 DESCRIPTION OF EXISTING INDEBTEDNESS. On May 31, 2006, Borrower executed and delivered to Lender a Promissory Nola In the original Principal Amount of Nine Hundred Seventy Thousand and 00000 Dollars ($970,13WOO) ("Note") nnaluring April 30, 2008 ("Maturity Data"). Subsequent Change In Terms Agreements were excecuted to extend the Maturity Dale, with the most recent Agreement dated October 27, 2008 to extend the Maturity Dale to October 2, 2009. As of the date of this Agreement, the principal balance of this Note is Four Hundred Seventy Seven Thousand Nine Hundred Thirty One and 68/100 Dollars ($477,931.68). DESCRIPTION OF CHANGE IN TERMS. Effective the data of this Agreement, Lender and Borrower have agreed to an extension of the Maturity Date to February IS, 2010, all the terms of which are defined below under PAYMENT. PROMISE TO PAY. Cumberland Valley Development, Inc. ("Borrower") promises to pay to Graystone Bank, a Olvlsian,of Oraysione Tower Bank ("Lender'), or order, In lawful money of the United Slates of America, the principal amount of Four'Hundred Soventy-seven Thousand Nine Hundred Thirty-one & 681100 Dollars ($477,931.68), together with Interest on the unpaid principal balance from October 28, 2009, calculated as described in the "INTEREST CALCULATION METHOD" paragraph using an Interest rate of 6.750% per annum based on a year of 360 days, until paid in full. The interest rate may change under the terms and conditions of the "INTEREST AFTFR DEFAULT" section. PAYMENT. Borrower will pay this loan In one principal payment of $477,931.68 plus interest on February 15, 2010. This payment due on February 15, 2010, will be for all principal and all accrued interest not yet paid. In addition, Borrower will pay regular monthly payments of all accrued unpaid interest due as of each payment date, beginning November 2, 2009, with all subsequent Interest payments to be due on the same day of each month after that. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest; then to principal; then to any late charges; and then to any unpaid collection costs. Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate In writing. INTEREST CALCULATION METHOD. Interest on this loan is computed on a 3651360 basis; that is, by applying the ratio of the interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. All interest payable under this loan is computed using this method. PREPAYMENT, Borrower may pay without penalty all or a portion of the amount awed earner than it is clue. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower's obligation to continue to make payments under Ilia payment schedule. Rather, early payments will reduce the principal balance due. Borrower agrees not to send Lender payments marked "paid in full", 'without recourse", or similar language. 11 Borrower sends such a payment, Lender may accept it without losing any of Lenders rights under this Agreement, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or o(her payment Instrument that indicates that the payment constitutes "payment in full" of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: GRAYSTONE TOWER HANK, 112 Market Street Pwrishurg, PA 17101. LATE CHARGE. If a payment is 15 days cr more late, Borrower will be charged 10.000% of the regularly scheduled payment or $250.00, whichever Is greater. INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, the interest rate on this loan shall be Increased by 2.000 percentage points. If judgment is entered in connection with this Agreement, interest will continue to accrue after the date of judgment at the rate In effect at the time judgment is entered. However, in no event will the interest rate exceed the maximum interest rate limitations under applicable law. DEFAULT. Each of we following shall constitute as Event of Default under this Agreement: Payment Default. Borrower fails to make any payment when due under the Indebtedness. Other Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Agreement or in any of the Related Documents or to comply with or to peffonn any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower. False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Agreement or the Related Documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading,. at any time thereafter. 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, nr 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 judirdal procaeding, self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the Indebtedness. This Includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However, this Evont of Default shall riot apply if there Is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and it Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the cfeditar or forfeiture proceeding, in an amount determined by Lender, in Its sole discretion, as being an adequate reserve or bond for the dispute. Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness or any Guarantor dies or becomes Inwrnpelent, or revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness. evidenced by this Note. Change In Ownership. Any change in ownership of twenty-five percent (25%) or more of the common stock of Borrower. Adverse Change. A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance of the Indebtedness is impaired- Cure Provisions. If any default, other than a default in payment is curable and if Borrower has not been given a notice of a breach of the Berne provision of this Agreement wittun the preceding twelve (12) months, it may be cured if Borrower, after tender sends written notice to Borrower demanding cure of such default: (1) cures the default within fifteen (15) days: or (2) if the cure requires more than fifteen (15) days, immediately initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter CHANGE IN TERMS AGREEMENT Loan ND: 4000001254 (Continued) Page 2 continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. LENDER'S RIGHTS. Upon default, Lender may, after giving such notices as required by applicable law, declare the entire unpaid principal balance under this Agreement and all accrued unpaid interest Immediately due, and then Borrower will pay that amount. ATTORNEYS' FEES; EXPENSES, Lender may hire or pay someone else to help collect this Agreement if Borrower does not pay. Borrower will pay Lender that amount. This includes, subject to any limits under applicable law, Lender's reasonable attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit, including reasonable attorneys' fees, expenses for bankruptcy proceedings (Including efforts to modify or vacate any automatic stay or Injunction), and appeals. If not prohibited by applicable law, Borrower also will pay any court costs, in addition to all other sums provided by law. JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either Lender or Borrower against the other. GOVERNING LAW. This Agreement will be governed by federal law applicable to Lender and, to (lie extent not preempted by federal law, the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provislons, This Agreement has been accepted by Lender In the Commonwealth of Pennsylvania. CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of the courls of Dauphin County, Commonwealth of Pennsylvania. RIGHT OF SETOFF. To the extent permitted by applicable law. Lender reserves a right of setoff in all Borrowers accounts with Lender (whether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open In the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which aetoff 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. CONTINUING VALIDITY. Except as expressly changed by this Agreement, the terms of the original obligation or obligations, Including all agreements evidenced or securing the obligation(s), remain unchanged and in full force and effect. Consent by Lender to this Agreement does riot waive Lender's right to strict performance of the obligation(s) as changed, nor obligate Lender to make any future change in terms. Nothing in this Agreement tvili constitute a satisfaction of the obligation(s). It is the Intention of Lender to retain as liable parties all makers and endorsers of the original obligation(s), including accommodation patties, unless a party Is expressly released by Lender In writing. Any maker or endorser, including accommodation makers, will not be released by virtue of this Agreement. If any person who signed the original obligation does not sign this Agreement below, then all persons signing below acknowledge that this Agreement is given conditionally, based on the representation to Lender that the nort-signing party consents to the changes and provisions of this Agreement or otherwise will not be released by it. This waiver applies not only to any initial extension, modification or release, but also to all such subsequent actions. SUCCESSOR INTERESTS. The terms of this Agreement shall be binding upon Borrower, and upon Borrower's heirs, personal representatives, successors, and assigns, and shall be enforceable by Lender and Its successors and assigns. MISCELLANEOUS PROVISIONS. If any part or this Agreement cannot be enforced, this fact will not affect the rest of the Agreement. Lender may delay or forgo enforcing any of its rights or remedies under. this Agreement without losing them. Borrower and any other person who signs, guarantees or endorses Ihls Agreement, to the extent allowed by law, waive presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this Agreement, and unless otherwise expressly staled in writing, no party who signs this Agreement, whether as maker, guarantor, aecommodallon maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of lime) this loan or release any party or guarantor or collateral; or impair, fail to realize upon or perfect Lenders security interest In the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone- All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Agreement are joint and several. PRIOR TO SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT- BORROWER AGREES TO THE TERMS OF THE AGREEMENT. THIS AGREEMENT IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS AGREEMENT' 15 AND SHALL CONSTITUTE AND HAVE THE? EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. BORROWER: CUMB LAND VAt.LEY DEVELOPME ,INC. By: Steven (Seat) E. WesUtafer, President Cumberland Valley Development, lnc. LENDER: CHANGE IN TERMS AGREEMENT' Loan No: 4000009254 (Continued) Page 2 continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. LENDER'S RIGHTS. Upon default, Lender may, after giving such notices as required by applicable law, declare the entire unpaid principal balance under this Agreement and all accrued unpaid interest immediately due, and then Borrower will pay that amount. ATTORNEYS' FEES; EXPENSES, Lender may hire or pay someone else to help collect this Agreement if Borrower does not pay. Borrower will pay Lender that amount. This includes, subject to any limits under applicable law. Lender's reasonable attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit, Including reasonable attorneys' fees, expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), and appeals. If not prohibited by applicable law, Borrower also will pay any court costs, In addition to all other sums provided by law. JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either Lender or Borrower against the other. GOVERNING LAW. This Agreement will be governed by federal raw applicable to Lender and, to the extent not preempted by federal law, the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions. This Agreement has been accepted by Lender in the Commonwealth of Pennsylvania. CHOICE OF VENUE. If there Is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of Ole courts of Dauphin Counly, Commonwealth of Pennsylvania. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower's accounts with Lender (whether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However, this does not include any IRA or Keogh aCCOLmis, or any trust accounts for which setoff would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the indebtedness against any and all such accounts. CONTINUING VALIDITY. Except as expressly changed by this Agreement, the terms of the original obligation or obligations, including all agreements evidenced or securing the obligation(s), remain unchanged and In full force and effect. Consent by Lender to this Agreement does not waive Lender's right to strict performance of the obligation(s) as changed, nor obligate Lender to make any future change In terms. Nothing in this Agreement will constitute a satisfaction of the obligation(s). It Is the Intention of Lender to retain as liable parties all makers and endorsers of the original obligation(s), including accommodation parties, unless a party Is expressly released by Lender in writing. Any maker or endorser, including accommodation makers, will not be released by virtue of this Agreement. If any person who signed the original obligation dons not sign this Agreement below, then all persons signing below acknowledge that this Agreement is given conditionally, based on the representation to Lender that the non-signing party consents to the changes and provisions of [his Agreement or otherwise will riot be released by it. This waiver applies not only to any Initial extension, modification or release, but also to all such subsequent actions. SUCCESSOR INTERESTS. The terms of this Agreement shall be binding upon Borrower, and upon Borrower's heirs, personal representatives, successors, and assigns, and shalt be enforceable by Lender and its successors and assigns. MISCELLANEOUS PROVISIONS- If any part of this Agreement cannot be enforced, this fact will not affect the rest of the Agreement. Lender may delay or forgo enforcing any of Its rights or remedies under this Agreement without losing them. Borrower and any other person who signs, guarantees or endorses this Agreement, to the extent allowed by law, waive presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this Agreement, and unless otherwise expressly stated in writing, no party who signs this Agreement, whether as maker, guarantor, accommodation maker or endorser. shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan or release any party or guarantor or collateral; or impair, fall to realize upon or perfect Lender's security interest In the collateral; and lake any other action deemed necessary by Lender without the consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Agreement are joint and several. PRIOR TO SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT. BORROWER AGREES TO THE TERMS OF THE AGREEMENT. THIS AGREEMENT IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS AGREEMENT IS AND SHALL CONS'T'ITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. BORROWER GU LAND VALLEY DEVELOPME T, IN . By: {Seal) Steven ! . esthafor, President of Cumberland Valley Development, Inc. LENDER: GRAYSTONE BANK, A DIVISION OF GRAOTON9 TOWER BANK MW..... - "A wUROEU itVJ.t,tiw?[t3c iq ,16 CHANGE IN TERMS AGREEMENT Borrower: Cumberland Valley Development, Inc. Lender: Graystone Bank, a Division of Graystone Tower Bank 71 Silver Crown Drive Capital Region Mechanicsburg, PA 17055 112 Market Street Harrisburg, PA 17101 Principal Amount: $477,931.66 Date of Agreement: June 25, 2010 DESCRIPTION OF EXISTING INDEBTEDNESS. On May 31, 2006, Borrower executed and delivered to Lender a Promissory Note in the original Principal Amount of Nine Hundred Seventy Thousand and 00/100 Dollars ($970,000.00) ("Note") maturing April 30, 2008 ("Maturity Date"). Subsequent Change in Terms Agreements were excecuted to extend the Maturity Date, with the most recent Agreement dated March 16, 2010 to extend the Maturity Date to May 15, 2010. As of the date of this Agreement, the principal balance of this Note is Four Hundred Seventy Seven Thousand Nine Hundred Thirty One and 661100 Dollars ($477,931.66). DESCRIPTION Of CHANGE IN TERMS. Effective the date of this Agreement, and as provided under the PAYMENT section of this Agreement, Lender and Borrower have agreed to an extension of the Maturity Dale to May 15, 2011. PROMISE TO PAY. Cumberland Valley Development, Inc. ("Borrower") promises to pay to Graystone Bank, a Division of Graystone Tower Bank ("Lender"), or order, In lawful money of the United States of America, the principal amount of Four Hundred Seventy-seven Thousand Nine Hundred Thirty-one & 661100 Dollars ($477,931.66), together with Interest on the unpaid principal balance from June 25, 2010, calculated as described in the "INTEREST CALCULATION METHOD" paragraph using an Interest rate of 6.750% per annum based on a year of 360 days, until paid in full. The interest rate may change under the terms and conditions of the "INTEREST AFTER DEFAULT" section. PAYMENT. Borrower will pay [his loan in one principal payment of $477,931.66 plus Interest on May 15, 2011. This payment due on May 15, 2011, will be for all principal and all accrued interest not yet paid. In addition, Borrower will pay regular monthly payments of all accrued unpaid interest due as of each payment date, beginning July 2, 2010, with all subsequent interest payments to be due on the same day of each month after that. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid Interest; then to principal; then to any late charges; and then to any unpaid collection costs. Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate in writing. INTEREST CALCULATION METHOD: Interest on this loan is computed on a 365/360 basis; that is, by applying the ratio of the interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. All Interest payable under this loan is computed using this method. PREPAYMENT. Borrower' agrees that all loan fees and other prepaid finance charges are earned fully as of the date of the loan and will not be subject to refund upon early payment (whether voluntary or as a result of default), except as otherwise required by law. Except for the foregoing, Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender In writing, relieve Borrower of Borrower's obligation to continue to make payments under the payment schedule. Rather, early payments will reduce the principal balance due. Borrower agrees not to send Lender payments marked "paid in full", "without recourse", or similar language. If Borrower sends such a payment, Lender may accept It without losing any of Lenders rights under this Agreement, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, Including any check or other payment instrument that Indicates that the payment constitutes "payment In full" of the amount owed or (fiat Is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: GRAYSTONE TOWER BANK, 1828 Good Hope Road Enola, PA 17025. LATE CHARGE. If a payment is 15 days or more late, Borrower will be charged 10.000%n of the regularly scheduled payment or $250-OD, whichever Is greater. INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, the Interest rate on this loan shall be increased by 2.000 percentage points. It judgment is entered in connection with this Agreement, interest will continue to accrue after the date of judgment at the rate in effect at Inc-) lime judgment Is entered. However, in no event will the interest rate exceed the maximum interest rate limitations under applicable law. DEFAULT. Each of the following shall constitute an Event of Default under this Agreement: Payment Default. Borrower fails to make any payment when due under the Indebtedness. Other Defaults. Burrower falls to comply with or to perform any other term, obligation, covenant or condition contained in this Agreemeol or in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement behveen Lender and Borrower. False Statements- Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrowers behalf under this Agreement or the Related Documents is false or misleading In any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. 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 Borrowers property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the Indebtedness. This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole dlscretlon, as being an adequate reserve or bond for the dispute. Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness or any Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness evidenced by this Note. Change In Ownership. Any change in ownership of twenty-five percent (25%) or more of the common stock of Borrower. Adverse Change. A unaterial.adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance of the Indebtedness is Impaired. Cure Provisions. If any default, other than a default in payment is curable and if Borrower has not been given a notice of a breach of the same provision of this Agreement within the preceding twelve (12) months, it may be cured if Borrower, otter Lender sends w(irier) notice: CHANGE IN TERMS AGREEMENT Loan No: 4000001254 (Continued), Page 2 to Borrower demanding cure of such defatilt: (1) cures the default within fifteen (15) days; or (2) if the cure requires more than fifteen (15) days, Immediately initiates steps which Lender deems In Lendods sole discretion to be sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. LENDER'S RIGHTS. Upon default; Lender may, after giving such notices as required by applicable law, declare the entire unpaid principal balance under this Agreement and all accrued unpaid Interest immediately due, and then Borrower will pay that amount. ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect this Agreement if Borrower does not pay. Borrower vrill pay Lender that amount. This includes, subject to any limits under applicable law, Lender's reasonable attorneys' fees and Lenders legal expenses, whether or not there Is a lawsuit, including reasonable attorneys' fees, expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), and appeals. If not prohibited by applicable law, Borrower also will pay any court costs, in addition to all other sums provided by law. JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either Lender or Borrower against the ethiin GOVERNING LAW- This Agreement will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the Commonwealth of Pennsylvania without regard to Its conflicts of law provisions. This Agreement has been accepted by Lender in the Commonwealth of Pennsylvania. CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of the courts of Dauphin County, Commonwealth of Pennsylvania. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower's accounts with Lender (whether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open In the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the indebtedness against any and all such accounts. CONTINUING VALIDITY. Except as expressly changed by this Agreement, the terms of the original obligation or obligations, including all agreements evidenced or securing the obligation(s), remain unchanged and In full force and effect. Consent by Lender to this Agreement does not waive Lender's right to strict performance of the obligation(s) as changed, nor obligate Lender to make any future change in terms. Nothing in this Agreement will constitute a satisfaction of the obligation(s). It is the Intention of Lender to retain as liable parties all makers and endorsers of the original obligation(s), Including accommodation parties, unless a party is expressly released by Lender In writing. Any maker or endorser, including accommodation makers, will riot be released by virtue of this Agreement. If any person who signed the original obligation does not sign this Agreement below, then all persons signing below acknowledge that this Agreement Is given conditionally, based on the representation to Lender that the non-signing party consents to the changes and provisions of this Agreement or otherwise will not be released by it_ This waiver applies not only to any initial extension, modification or release, but also to all such subsequent actions. SUCCESSOR INTERESTS. The terms of this Agreement shall be binding upon Borrower, and upon Borrowers heirs, personal representatives, successors, and assigns, and shall be enforceable by Lender and its successors and assigns. MISCELLANEOUS PROVISIONS. If any part of this Agreement cannot be enforced, this fact will not affect the rest of the Agreement. Lender may delay or forgo enforcing any of its rights or remedies under this Agreement without losing them. Borrower and any other person who signs, guarantees or endorses this Agreement, to the extent allowed by law, waive presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this Agreement, and unless otherwise expressly stated in writing, no party who signs this Agreement, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this ban or release any party or guarantor or collateral; or impair, fait to realize upon or perlect Lender's security interest in the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone- All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Agreement are joint and several. PRIOR TO SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT. BORROWER AGREES TO THE TERMS OF THE AGREEMENT. THIS AGREEMENT IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS AGREEMENT' IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. BORROWER: CU BLAND VALLEY DEVELOPME T, IN 1 BY: JSeal) Steven E_ Westha er, President CUM er an Valley Development, Inc, LENDER: GRAYSTONE,RANK, A DIVISION OF CHANGE IN TERMS AGREEMENT Borrower, Cumberland Valley Development, Inc, Lender: Graystone Bank, a Division of Graystone Tower Bank 71 Silver Crown Drive Capital Region Mechanicsburg, PA 17055 112 Market Street Harrisburg, PA 17101 Principal Amount: $471,931.66 Date of Agreement: May 25, 2011 DESCRIPTION OF EXISTING INDEBTEDNESS. On May 31, 2006, Borrower executed and delivered to Lender a Promissory Note in the original Principal Amount of Nine Hundred Seventy Thousand and 00/100 Dollars ($970,000.00) ("Note") at a fixed Interest rate of 6.75% and maturing April 30, 2008 ("Maturity Date"). Subsequent Change in Terms Agreements were excecuted to extend the Maturity Date, with the most recent Agreement dated June 25, 2010 to extend the Maturity Date to May 15, 2011, As of the date of this Agreement, the principal balance of this Note is Four Hundred Seventy Seven Thousand Nine Hundred Thirty One and 661100 Dollars ($477,931.66). DESCRIPTION OF CHANGE IN TERMS.' Effective the date of this Agreement, and as provided under the PAYMENT section of this Agreement, Lender and Borrower have agreed to term out the Note over two (2) years with monthly principal and interest payments of $3,373.65 (based on a fixed interest rate of 5.75% and an arnortizalion period of 240 months): PROMISE TO PAY. Cumberland /alley Development, Inc. ("Borrower') promises to pay to Graystone Bank, a Division of Graystone Tower Bank ("Lender"?, or order, in lawful money of the United Stales of America, the principal amount of Four Hundred Seventy-seven Thousand Nine Hundred Thirty-one & 661100 Dollars (5477,931-66), together with interest on the unpaid principal balance from May 25, 2011, calculated as described in the "INTEREST CALCULATION METHOD" paragraph using an Interest rate of 5.750% per annum based on a year of 360 days, until paid in full. The interest rate may change under the terms and conditions of the "INTEREST AFTER DEFAULT" section. PAYMENT. Borrower wig pay this loan In 23 regular payments of $3,373.65 each and one irregular last payment estimated at $453,839.116. Borrower's first payment is due June 15, 2011, and all subsequent payments are due on the same day of each month after that. Borrower's final payment will he due on May 15, 2013, and will be for ail principal and all accrued interest not yet paid. Payments include princlpal and Interest. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest; then to principal; then to any late charges; and then to any unpaid collection costs. Borrower will pay Lender at Lenders address shown above or at such other place as Lender may designate in writing. INTEREST CALCULATION METHOD. Interest on this loan Is computed on a 3651360 basis; that is, by applying the ratio of the interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. All interest payable under this ban is computed using this method. PREPAYMENT. Borrower agrees that all loan tees and other prepaid finance charges are earned fully as of the dale of the loan and will not be subject to refund upon early payment (whether voluntary, or as a result of default), except as otherwise required by law. Except for the foregoing, Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writtng, relieve Borrower of Borrowers obligation to continue to make payments under the payment schedule. Rather, easy payments will reduce the principal balance due and may result to Borrowers making fewer payments. Borrower agrees not to send Lender payments marked "paid In full", "without recourse", or similar language, If Borrower sends such a payment, Lender may accept it without losing any of Lenders rights under this Agreement, and Borrower will remain obligated to pay any further amount owed to lender. All written communications concerning disputed amounts, including any check or other payment instrument that Indicates that the payment constitutes "payment in full" of the amount owed or that Is tendered with other conditions.or limitations or as full satisfaction of a disputed amount must he mailed or delivered to: GRAYSTONE TOWER BANK, 1826 Good Hope Road Enola, PA 17025. LATE CHARGE. If a payment is 15 days or more late, Borrower will be charged 10.000%, of the regularly scheduled payment or $250.00, whichever is greater. INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, the Interest rate on this loan shall be increased by 2.000 percentage points. If judgment is entered In connection with this Agreement, interest will continue to accrue after the date of judgment at the rate in effect at the time judgment is entered, However, In no event will the interest rate exceed the maximum interest rate limitations under applicable taw. DEFAULT. Each of the following shell constitute an Event of Default under this Agreement: Payment Default- Borrower fails to make any payment when due under the Indebtedness, Other Defaults. Borrower faits to comply with or to perform any other term, obligation, covenant or condition contained in this Agreement or in any of the Related Documents or to comply with or to perform any tens, obligation, covenant or condition contained in any other agreement between Lender and Borrower, False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Agreement or the Related Documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. Insolvency. The dissolution or termination of Borrowers 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. Cnmmencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the indebtedness. This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply If there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute. Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness or any Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liabOlly under. any Guaranty of the Indebtedness: evidenced by this Note. Change In Ownership. Any change in ownership of twenty-five percent (25%) or more of the common stock of Borrower. Adverse Change.. A material adverse change occurs in Borrowers financial condition, or Lender believes the prospect of payment or performance of the Indebtedness Is Impaired. Cure Provisions. If any default, other than a default In payment is curable and if Borrower has not been given a notice of a breach of the. CHANGE IN TERMS AGREEMENT Loan No: 4000001254 (Continued) Page 2 same provision of this Agreement w;lldn the preceding twelve (12) months, it may be cued if Borrower, after Lender sends written notice to Borrower demanding cure of such default: (1) cures the default within fifteen (15) days; or (2) If the cure requires more than fifteen (15) days, immediately initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical, LENDER'S RIGHTS. Upon default, Lender may, after giving such notices as required by applicable law, declare the entire unpaid principal balance under this Agreement and all accrued unpaid interest Immediately due, and then Borrower will pay that amount. ATTORNEYS' FEE'S; EXPENSES. Lender may hire or pay someone else to help collect this Agreement If Borrower does not pay. Borrower will pay Lender that amount. This includes, subject to any limits under applicable law, Lenders reasonable attorneys' fees and Lender's legal expenses, whether or not there Is a lawsuit, including reasonable attorneys' tees, expenses for bankruptcy proceedings (including efforts to modify, or vacate any automatic stay or injunction), and appeals. If not prohibited by applicable taw, Borrower also will pay any court costs, In addition to all other sums provided by law. JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial is any action, proceeding, or counterclaim brought by either Lender or Borrower against the other. GOVERNING LAW, This Agreement will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions- This Agreement has been accepted by Lender In the Commonwealth of Pennsylvania. CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of the courts of Dauphin County, Commonwealth of Pennsylvania. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower's accounts with Lender (whether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the indebtedness against any and all such accounts. CONTINUING VALIDITY. Except as expressly changed by this Agreement, the terms of the original obligation or obligations, including all agreements evidenced or securing the obligation(s), remain unchanged and in full force and effect. Consent by lender to this Agreement does not waive Lender's right to strict performance of the obligation(s) as changed, nor obligatd Lender to make any future change in terms. Nothing in this Agreement will constitute a satisfaction of the obligation(s). It is the intention of Lender to retain as liable parties all makers and endorsers of the original obligation(s). Including accommodation parties, unless a party is expressly released by Lender in writing. Any maker or endorser, including accommodation makers, will not be released by virtue of this Agreement. If any person who signed the original obligation does not sign this Agreement below, then all persons signing below acknowledge that this Agreement is given conditionally, based on the representalion to Lender that the non-signing parry consents to the changes and provisions of this Agreement or otherwise will not be released by it. This waiver applies not only to any initial extension, modification or release, but also to all such subsequent actions. SUCCESSOR INTERESTS. The terms of this Agreoment shall be binding upon Borrower, and upon Borrower's heirs, personal representatives, successors, and assigns, and shaft be enforceable by Lender and its successors and assigns. MISCELLANEOUS PROVISIONS. If any part of this Agreement cannot be enforced, this fact will not affect the rest of the Agreement. Lender may delay or forgo enforcing any of its rights or remedies under this Agreement without losing them. Borrower and any other person who signs, guarantees or endorses this Agreement, to the extent allowed by law, waive presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this Agreement, and unless otherwise expressly stated in writing, no parry who signs this Agreement, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan or release any party or guarantor or collateral; or impair, fail to realize upon or perfect Lender's security interest in the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Agreement are joint and several PRIOR TO SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT. BORROWER AGREES TO THE TERMS OF THE AGREEMENT. THIS AGREEMENT IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS AGREEMENT IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. BORROWER: CUMBERLAND VALLEY 13EVELOPME IN . BY: - fSeal) Steven E Westhafer, Pres dent of Cumberland Valley Development, inc. LENDER: 91 7199 9991 7030 3418 2437 March 21, 2012 I usquehanna / a VIA 1st CLASS MAIL AND CERTIFIED MAIL RFTURN RECEIPT REOU'JESTED Westhafer Construction, Inc. Steven E. Westhafer Cumberland Valley Development, Inc. 71 Silver Crown: Drive Mechanicsburg, PA 17055 Re. Loans In Original Principal Amounts of $125,000.00, $970,000.00 and $60,000.00 By Susquehanna Bank, successors by merger to Oraystone Bank; To Westhafer Construction, Inc.. Steven E. Westhafer and Cumberland Valley Development, Inc, Dear Mr. Westhafer: Susquehanna Sank, successor by merger to Graystone Bank (the "Lender") made a loan to Westhafer Construction Inc. (the "Borrower") in the original principal amount of One Hundred Twenty-Five Thousand Dollars ($1251000.00)1 a loan to Cumberland Valley Development, Inc., (the "`Borrower") in the original principal amount of Dine Hundred Seventy Thousand Dollars ($970,000.00) and a loan to Westhafer Construction, Inc. and Steven E. Westhafer; (the "Borrower") in the original principal amount of Sixty Thousand Dollars ($60,000.00) respectively. The loan in the original principal amount of One Hundred Twenty-Five Thousand Dollars ($125,000.00) is evidenced by a Promissory Note dated May 16, 2006, a Change in Terms Agreement dated May 29, 2008, an Open-End Mortgage dated May 16, 2006, a Business Loan Agreement dated May 16; 2006 and various documents relating to the loan (collectively, the "Loan 1 Documents"). The loan in the original principal amount of Nine Hundred Seventy Thousand Dollars ($970;000.00) is evidenced by a Promissory Note dated May 31, 2006, Change in Terms Agreements dated May 29, 2008, July 17, 2008; October 27, 2008, October 28, 2009, March 10, 2010; June 25, 2010 and May 25, 2011, two Open-End Mortgages dated May 31, 2006; a Modification of Mortgage dated January 15, 2009, a Construction Loan Agreement dated May EXHIBIT D Westhafer Construction, Inc. Stever Westhafer March 21, 2012 Page 2 31, 2006 and various documents relating to the loan (collectively, the "Loan 2 Documents"). The loan in the original principal amount of Sixty Thousand Dollars ($60,000.00) is evidenced by a Promissory Note dated January 15, 2009, Change in Terms dated September 18, 2009, December 15, 2009, March 16, 2010, June 25, 2010, an Open-End Mortgage dated January 15, 2009, a Business Loan Agreement dated January 15, 2009, and various documents relating to the loan (collectively, the "Loan 3 Documents"). The Loan 1 Documents, Loan 2 Documents; and Loan 3 Documents shall be referred to collectively as the ("Loan Documents"). Pursuant to a Commercial Guaranty dated May 16, 2006 and May 31, 2006, Steven E. Westhafer, (the "Guarantor") unconditionally guaranteed the payment and performance of the Borrower's obligations to the Lender under the Loan 1 and 2 Documents. A Commercial Guaranty dated January 15, 2009, by Cumberland Valley Development, Inc. (the "Guarantor") unconditionally guaranteed the payment and performance of the of the Borrower's obligations to the Lender under the Loan 3 Documents, The Borrower's obligations to the Lender under the Loan Documents are due and payable upon demand by the Lender whether or not the Borrower is in default. Moreover, the Borrower is in default under the Loan Documents due to its failure to make payments when and as due under the Loan Documents. Accordingly, the Lender demands that the Borrower pay its obligations under the Loan Documents immediately. As of March 21, 2012, the balance outstanding under the Loan 1 Documents is $119,501.81. Interest accrues on the unpaid principal balance at the rate of $19.77 per day after March 21, 2012. In addition to the above amounts, -the Borrower is obligated to pay all reasonable attorneys' fees and expenses incurred by the Lender in enforcing the Loan 1 Documents. As of March 21, 2012, the balance outstanding under the Loan 2 Documents is $507,487.46. Interest accrues on the unpaid principal balance at the rate of $75.63 per day after March 21, 2012. In addition to the above amounts, the Borrower is obligated to pay all reasonable attorneys' fees and expenses incurred by the Lender in enforcing the Loan 2 Documents. As of March 21, 2012, the balance outstanding under the Loan 3 Documents is $63,484.05, Interest accrues on the unpaid principal balance at the rate of $8.73 per day after March 21, 2012. In addition to the above amounts, Westhafer Construction, Inc. Steven Westhafer March 21, 2012 Page 3 the Borrower is obligated to pay all reasonable attorneys' fees and expenses incurred by the Lender in enforcing the Loan 3 Documents. The Lender hereby demands that the Borrower pay the amounts set forth by certified check, cashier's check or wire transfer by March 31, 2012. Nothing in this letter should be deemed an agreement by the Lender to forbear from enforcing any rights or remedies available to it under the Loan Documents or applicable law. The Lender reserves all of its available rights and remedies. Moreover, acceptance by the Lender of payment of less than the full amount due under the Loan Documents shall not constitute a waiver of the demand for payment of all amounts due, or any of the rights available to the Lender under the Loan Documents or applicable law. Susquehanna Bank By: Lisa Painter VP, Loan Workout Officer OREOIWorkout Dept Phone: 717-724-4605 VERIFICATION Lisa Painter verifies that she is the Loan Workout Officer of Susquehanna Bank, Plaintiff in the within matter, that she is authorized to execute this Verification on its behalf, and that the facts set forth in the within Complaint are true and correct to the best of her knowledge, information and belief. She understands that false statements herein are made subject to the penalties of 18 Pa.C.S. Section 4904 relating to unsworn falsification to authorities. Date: J 3 112, Lisa Painter 3548292-1 BARLEY SNYDER LLP William C. Colby, Jr., Esquire Court I.D. No. 46880 50 North Fifth Street, P.O. Box 942 Reading, PA 19603-0942 (610) 376-6651 Attorney for Plaintiff ee rn 77 r, r 7y SUSQUEHANNA BANK, Successor by Merger to GRAYSTONE BANK Plaintiff V. CUMBERLAND VALLEY DEVELOPMENT, INC. CERTIFICATE OF RESIDENCE PA. R.C.P. 236 I, William F. Colby, Jr., Esquire, Attorney for the Plaintiff, hereby certify to the best of my knowledge, information and belief that the name and current address of each party is as follows: The address of the Plaintiff, Susquehanna Bank, is 1828 Good Hope Drive, Enola, P'A 17025. The registered address for the Defendant, Cumberland Valley Development, Inc. is "71 Silver Crown Drive, Mechanicsburg, PA 17055. COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW No. /a - 30(09 O;v i ( lerW- Respectfully submitted, BARLE43L By: Liam e WAttorney 3548292-1 BARLEY SNYDER LLP William C. Colby, Jr., Esquire Court I.D. No. 46880 50 North Fifth Street, P.O. Box 942 Reading, PA 19603-0942 (610) 376-6651 0 - r- C - C.J Attorney for Plaintiff SUSQUEHANNA BANK, Successor by Merger to GR.AYSTONE BANK Plaintiff V. CUMBERLAND VALLEY DEVELOPMENT, INC. COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW No. /a, - 3O(vq 0ivi iT?o NOTICE UNDER RULE 2958.1 OF JUDGMENT AND EXECUTION THEREON NOTICE OF DEFENDANTS' RIGHTS TO: CUMBERLAND VALLEY DEVELOPMENT, INC. DATE: May , 2012 A judgment in the amount of $559,261.86, plus interest at the rate per day rate of $75.63 from April 18, 2012, continuing late fees, and costs of collection has been entered against you and in favor of the Plaintiff, Susquehanna Bank, without any prior notice or hearing based on a confession of judgment contained in a written agreement or other paper allegedly signed by you. The sheriff may take your money or other property to pay the judgment at any time after thirty (30) days after the date on which this notice is served on you. You may have legal rights to defeat the judgment or to prevent your money or property from being taken. YOU MUST FILE A PETITION SEEKING RELIEF FROM THE JUDGMENT AND PRESENT IT TO A JUDGE WITHIN THIRTY (30) DAYS AFTER THE 354x292-I V DATE ON WHICH THIS NOTICE IS SERVED ON YOU OR YOU MAY LOSE YOUR RIGHTS. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW. THIS OFFICE CAN PROVIDE YOU WITH INFORMATION ABOUT HIRING A LAWYER. IF YOU CANNOT AFFORD TO HIRE A LAWYER, THIS OFFICE MAY BE ABLE TO PROVIDE YOU WITH INFORMATION ABOUT AGENCIES THAT MAY OFFER LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE. Cumberland County Bar Association 34 S. Bedford Street Carlisle, Pennsylvania 717-249-3166 Respectfully submitted, BARLEY SNYDER LLP By Attorney for Jr., Efquire 3548292-1 SUSQUEHANNA BANK, Successor by Merger to GR.AYSTONE BANK Plaintiff V. CUMBERLAND VALLEY DEVELOPMENT, INC. COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW No. 161- 30409 8Vir7&0t (X ) Notice is hereby given that a judgment in the above-captioned matter has been entered against you in the amount of 5559,261.86, on May 16*, 2012. (X) A copy of all documents filed with the Prothonotary in support of the within ju ent are enclosed. Prothonotary Civil Division By: - If you have any questions regarding this Notice, please contact the filing party: NAME: William F. Colby, Jr. Barley Snyder LLP ADDRESS: 50 North Fifth Street P.O. Box 942 Reading, PA 19603 TELEPHONE:(610) 376-6651 (This Notice is given in accordance with Pa.R.C.P.236.) NOTICE SENT TO: NAME: Cumberland Valley Development, Inc. ADDRESS: 71 Silver Crown Drive, Mechanicsburg, PA 17055 Esquire 3548292-1 SHERIFF'S OFFICE OF CUMBERLAND COUNTYI f _ 2. Ronny R Anderson Sheriff Jody S Smith Chief Deputy Richard W Stewart "? Solicitor Susquehanna Bank vs. Case Number Cumberland Valley Development, Inc. 2012-3069 SHERIFF'S RETURN OF SERVICE 06/13/2012 01:35 PM - Jason Vioral, Sergeant, Deputy Sheriff, who being duly sworn according to law, states that on June 13, 2012 at 1335 hours, he served a true copy of the within Complaint in Confession of Judgment and Notice 2958.1, upon the within named defendant, to wit: Cumberland Valley Development, Inc., by making known unto Steve Westhafer, Owner of Cumberland Valley Development, Inc. at The Cumberland County Courthouse, 1 Courthouse Square, Carlisle, Cumberland County, Pennsylvania 17013 its contents and at the same time handing to him personally the said true and correct copy of the same. SHERIFF COST: $88.00 June 14, 2012 JASO 10 L, DEPUTY SO NSWERS, RON R ANDERSON, SHERIFF