HomeMy WebLinkAbout12-3235
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.
t
COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY,
PENNSYLVANIA
CIVIL ACTION -- LAW
No. (? - 3a 1S (-
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 $ 59,831.75
Interest to and including 4/18/12 1,090.67
Late Fees 3.005.44
Other Charges 50.50
Attorneys* Fees 6,092?4
Total $ 70,070.60
Interest continues to accrue at the per diem rate of $8.72 from April 18, 2012, plus late
fees, and costs of collection.
35555-1b
BARLEY SNYDVZ LLP ,
By; t? v(.
William F. Colby; J Esrby; J Esr qu' e
a ?%(4 co ?'d a?
l jce ?va
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
SUSQUEHANNA BANK, Successor by
Merger to GRAYSTONE BANK
Plaintiff
V.
CUMBERLAND VALLEY
DEVELOPMENT, INC.
Attorney for Plaintiff
COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY.
PENNSYLVANIA
CIVIL ACTION - LAW
No. I'd - `j a3,5 ?Jvtl
COMPLAINT
CONFESSION OF JUDGMENT
1. The Plaintiff, Susquehanna Bank, Successor by Merger to Graystone Bank, is a
banking corporation maintaining an address of 1826 Good Hope Drive, Enola, PA 17025.
2. The Defendant, Cumberland Valley Development, Inc., is a Pennsylvania
corporation with a registered address of 71 Silver Crown Drive, Mechanicsburg, PA 17055.
3. On January 15, 2009, for value received, in connection with a commercial loan,
and not a consumer transaction, Westhafer Construction, Inc. and Steven E. Westhafer
(collectively, the "Business"), issued to the order of, and delivered to the Plaintiff a certain
Promissory Note ("Note"), pursuant to which the Business promised to pay the Plaintiff the
principal amount of Sixty Thousand Dollars ($60,000.00), plus interest and late fees thereon as
therein provided. A true and correct: copy of the Note is attached hereto, made a part hereof, and
marked Exhibit "A."
3555546
4. As security for the payment and performance of the obligations of the Business
under the Note, the Defendant executed and delivered to the Plaintiff a certain Commercial
Guaranty (the "Guaranty'), dated January 15, 2009; a true and correct copy of which is attached
hereto, made a part hereof, and marked Exhibit `B.- A true and correct copy of the Disclosure for
Confession of Judgment is attached hereto, made a part hereof, and marked Exhibit "C".
5. The Note was modified by a Change in Terms Agreement dated September 18,
2009. modifying various terms and condition of the Note as described in the Agreement; and
thereafter again modified by Change in Terms Agreements dated December 15., 2009, March 16,
2010. and June 25, 2010 (collectively, the -Agreements""). A true and correct copy of the
Agreements is attached hereto, made a part hereof, and marked as Exhibit "D". The Note and
Agreements are hereinafter collectively referred to as the "Note".
6. The Business is in default because the Business has failed, refused, and continues
to fail and refuse to pay the amount due Plaintiff as demanded by Plaintiff under and pursuant to
the Notre.
7. As a result of the default of the Business under the Note, the Plaintiff enters
judgment against the Defendant.
8. Judgment has not been entered on the warrant of attorney contained in the
Guaranty in any jurisdiction.
9. The Guaranty has not been assigned, and the Plaintiff remains the holder hereof.
10. Judgment is not being entered by confession against a natural person in
connection with a consumer credit transaction.
11. An itemization of the amount due and owing to the Plaintiff by the Defendant
under the Guaranty, as of April 18, 2012, is as follows:
3555546
Principal Balance $ 59,831.75
Interest to and including 4/18/12 1,090.67
Late Fees 3,005.44
Other Charges 50.50
Attorneys' Fees _6,092.24
Total $ 70,070.60
Interest continues to accrue at the per diem rate of $8.72 from April 18, 2012, plus late
fees, and costs of collection.
12. The warrant of attorney contained in the Guaranty provides for confession of
judgment against the Defendant for the amounts itemized as set forth in Paragraph 1 1 above.
WHEREFORE, the Plaintiff, prays your Honorable Court to grant judgment in favor of
the Plaintiff and against the Defendant in the sum of Seventy Thousand Seventy Dollars and
Sixty Cents ($70,070.60), plus interest at the per diem rate of $8.72, from April 18. 2012, late
fees, and costs of collection.
BARL Y S
By:
W Liam F.
Attorneys ft
LLP
I
iff
3555540 3
PROMISSORY NOTE
Borrower: Westhafer Construction, Inc_
Steven E. Westhafer
71 Silver Crown Drive
Mechanicsburg, PA 17055
Lender: GRAYSTONE BANK
Capital Region
112 Market Street
Harrisburg, PA 17101
Principal Amount: $60,000.00 Date of Note: January 15, 2009
PROMISE TO PAY. Westhafer Construction, Inc.; and Steven E. Westhafer, ("Borrower") jointly and severally promise to pay to GRAYSTONE
BANK f"Lender"), or order, in :awful money of the United States of America, the principal amount of Sixty Thousand & 001100 Dollars
($80,000.00(; together with interest on the unpaid principal balance from January 15, 2009, until paid in full.
PAYMENT. Subject to any payment changes resulting from changes in the Index, Borrower will pay this loan in accordance with the following
payment schedule:
Borrower will pay this loan immediately upon Lender's demand. Borrower will pay regular monthly payments of all accrued unpaid interest
due as of each payment date, beginning February 16, 2009 with all subsequent interest payments to be due on the same day of each
month after that. From the date hereof until January 15, 2010, interest shall be fixed at 6.75%. Thereafter, the interest rate shall revert
to Graystone Bank's Prime Rate (as defined in Variable Interest Rate below) plus 2.00%.
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.
VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from dine to time based on changes in an index which is
Lender's Prime Rate (the "Index"I. 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 of this Note will be calculated as
described in the "INTEREST CALCULATION METHOD" paragraph using a rate of 2.000 percentage points over the Index. NOTICE: Under no
circumstances will the interest rate on this Note be less than 5.000% per annum or more than the maximum rate, allowed by applicable law.
Whenever increases occur in the interest rate, Lender, at its option, may do one or more of the following: IN increase Borrower's payments to
ensure Borrower's loan will pay off by its original final maturity date, (B) increase Borrower's payments to cover accruing interest,' (C)
increase the number of Borrower's payments, and (D) continue Borrower's payments at the same amount and increase Borrower's final
payment.
INTEREST CALCULATION METHOD. Interest on this Note 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 Note is computed using this method.
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 and may result in Borrower's making fewer payments. Borrower agrees riot 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 20 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 Rate 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 excead the maximum
interest rate limitations under applicable law.
DEFAULT. Each of the following shall constitirte 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 omply 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 OF 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 i;ppiy 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
reservo .ar bord for the dispute.
events A.rfecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of ttve indebtedness or any
Guarantor dies or -becomes incompetent, or revokes nr disputes the validity of, or liability under, any guaranty of the indebtedness
evidenced by this Note..
ftaniie In Cwr:ership. An., :;i<nge in ownership Of twenty-Siva percent (25%) or more of the corlin-ron stock of Borrower
v
Y
PROMISSORY NOTE
Loan No: 4-6816 {Continued) Wage 2
Adverse Change. A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or
performance of this Note is impaired.
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 Note within the preceding twelve (12) months, it may he cured if Borrower, after racewing written notice from
Lender demanding cure of such default: (1) cures the default within fifteen (15) days; or (2) if ilia cure requires morn than fifteen 115)
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 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 Note will be governed by federal law applicable to Lender arid, to the extent not preempted by federal law, the laws of
the Commonwealth of Pennsylvania without regard to its conflictti of law provisions. This Note has been accepted by Lender in the
Commonwealth of Pennsylvania.
CHOICE OF VENUE. It there is a lawsuit, Borrower agrees upon Lender's request to Submit to the jurisdiction of the coons 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 riot include any :RA 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.
SECURITY. All collateral (as herein defined) is security fcr 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 (i) described in any mortgage, pledge, assignment or other security document separately executed in
favor of Lender, and 00 in which a security Interest has been granted to Lender pursuant to this Note.
CROSS COLLATERALIZEICROSS 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 he immediately due and payable in full. A default in one loan shall constitute a default in all others.
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 part 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. Each Borrower understands and agrees that, with or without notice
to Borrower, Lender may with respect to any other Borrower (a) make one or more additional secured or unsecured loans or otherwise extend
additional credit; (b) alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms
of any indebtedness, including increases and decreases of the rate of interest on the indebtedness; (c) exchange, enforce, waive, subordinate,
fail or decide not to perfect, and release any security, with or without the substitution of new collateral; (d) apply such security and direct the
order or manner of sale thereof, including without limitation, any non-judicial sale permitted by the terms of the controlling security agreements,
as Lender in its discretion may determine; (e) release, substitute, agree not to sue, or deal with any one or more of Borrower's sureties,
endorsers, or other guarantors on any terms or in any manner Lender may choose; and (f) determine how, when and wha, application of
payments and credits shall be made on any other indebtedness owing by such other Borrower. 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 Nate, 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 Lende, without the consent of or notice to anyone. All such parties also agree
that Lender +nay 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 enforceabil.`iy of any other provisions of this Note.
CONFESSION OF JUDGMENT. BORROWER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE
PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME
FOR BORROWER AFTER A DEFAULT UNDER THIS NOTE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT
AGAINST BORROWER FOR THE ENTIRE PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED INTEREST, LATE CHARGES AND ANY AND
ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER: RELATING TO ANY COLLATERAL SECURING THIS NOTE, TOGETHER WITH COSTS
OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10%) OF I'LIE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR
COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS ($500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR
MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS NOTE OR A COPY OF THIS NOTE VERIFIED BY AFFIDAVIT SHALL
BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS NOTE 1-0 CONFESS JUDGMENT AGAINST BORROWER SHALL NOT BE
EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN
FULL OF ALL AMOUNTS DUE UNDER THIS NOTE. BORROWER HEREBY WAIVES ANY RIGHT BORROWER MAY HAVE TO NOTICE OR TO A
HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER
SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO BORROWER'S ATTENTION OR BORROWER HAS BEEN
,1EPRESENTED BY INDFPLNDFNT LEGAL COUNSEL.
PROMISSORY NOTE
Loan No. 4-6816 (Continued) Page 3
PRIOR TO SIGNING THIS NOTE, EACH BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLUDING THE
VARIABLE INTEREST RATE PROVISIONS. EACH BORROWER AGREES TO THE TERMS OF THE NOTE.
BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF T HIS 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:
WES ER CONSTRUC7kON, C.
By: IN? )14 ? --(Seal)
Steven E. West afe . President Westhafer
Construction, Inc.
X C?A (Seal)
Steven E_ Westhafer, Individually
LENDER:
GRAYSTONE/BANK
R
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COMMERCIAL GUARANTY
Borrower: Westhafer Construction, Inc. Lender: GRAYSTONE BANK
Steven E. Westhafer Capital Region
71 Silver Crown Drive 112 Market Street
Mechanicsburg, PA 17055 Harrisburg. PA 17101
Guarantor: Cumberland Valley Development, Inc.
120 West Allen Street
Mechanicsburg, PA 17055'
CONTINUING GUARANTEE OF PAYMENT AND PERFORMANCE. For good and valuable consideration, Guarantor absolutely and unconditionally
guarantees full and punctual payment and satisfaction of the Indebtedness of Borrower, or any one or more of them, to Lender, and the
performance and discharge of all Borrower's obligations under the Note and the Related Documents. This is a guaranty of payment and
performance and not of collection, so Lender can enforce this Guaranty against Guarantor even when Lender has not exhausted Lender's
remedies against anyone else obligated to pay the Indebtedness or against any collateral securing the Indebtedness, this Guaranty or any other
guaranty of the Indebtedness. Guarantor will make any payments to Lender or its order, on demand, in legal tender of the United States of
America, in same day funds, without set-off or deduction or counterclaim, and will otherwise perform Borrower's obligations under the Note and
Related Documents- Under this Guaranty, Guarantor's liability is unlimited and Guarantor's obligations are continuing-
INDEBTEDNESS. The word "Indebtedness" as used in this Guaranty means all of the principal amount outstanding from time to time and at any
one or more times, accrued unpaid interest thereon and all collection costs and legal expenses related thereto permitted by law, reasonable
attorneys' fees, arising from any and all debts, liabilities and obligations of every nature or form, now existing or hereafter arising or acquired,
that Borrower individually or collectively or interchangeably with others, owes or will owe Lender. "Indebtedness" includes, without limitation,
loans, advances, debts, overdraft Indebtedness, credit card indebtedness, lease obligations, liabilities and obligations under any interest rate
protection agreements or foreign currency exchange agreements or commodity price protection agreements, other obligations, and liabilities of
Borrower, or any one or more of them, and any present or future judgments against Borrower, or any one or more of them, future advances,
loans or transactions that renew, extend, modify, refinance, consolidate or substitute these debts, liabilities and obligations whether: voluntarily
or involuntarily incurred; due or to become due by their terms or acceleration; absolute or contingent; liquidated or unliquidated; determined or
undetermined; direct or indirect; primary or secondary in nature or arising from a guaranty or surety; secured or unsecured; joint or several or
joint and several; evidenced by a negotiable or non-negotiable instrument or writing; originated by Lender or another or others; barred or
unenforceable against Borrower for any reason whatsoever; for any transactions that may be voidable for any reason (such as infancy, insanity,
ultra vices or otherwise); and originated then reduced or extinguished and then afterwards increased or reinstated.
If Lender presently holds one or more guaranties, or hereafter receives additional guaranties from Guarantor, Lender's rights under all guaranties
shall be cumulative. This Guaranty shall not (unless specifically provided below to the contrary) affect or Invalidate any such other guaranties.
Guarantor's liability will be Guarantor's aggregate liability under the terms of this Guaranty and any such other unterminated guaranties.
CONTINUING GUARANTY- THIS IS A "CONTINUING GUARANTY" UNDER WHICH GUARANTOR AGREES TO GUARANTEE THE FULL AND
PUNCTUAL PAYMENT, PERFORMANCE AND SATISFACTION OF THE INDEBTEDNESS OF BORROWER, OR ANY ONE OR MORE OF THEM, TO
LENDER, NOW EXISTING OR HEREAFTER ARISING OR ACQUIRED, ON AN OPEN AND CONTINUING BASIS. ACCORDINGLY, ANY PAYMENTS
MADE ON THE INDEBTEDNESS WILL NOT DISCHARGE OR DIMINISH GUARANTOR'S OBLIGATIONS AND LIABILITY UNDER THIS GUARANTY
FOR ANY REMAINING AND SUCCEEDING INDEBTEDNESS EVEN WHEN ALL OR PART OF THE OUTSTANDING INDEBTEDNESS MAY BE A
ZERO BALANCE FROM TIME TO TIME.
DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender, or any
notice to Guarantor or to Borrower, and will continue in full force until all the Indebtedness incurred or contracted before receipt by Lender of
any notice of revocation shall have been fully and finally paid and satisfied and all of Guarantor's other obligations under this Guaranty shall have
been performed in full- If Guarantor elects to revoke this Guaranty, Guarantor may only do so in writing. Guarantor's written notice of
revocation must be mailed to Lender, by certlfied mail, at Lender's address listed above or such other place as Lender may designate in writing.
Written revocation of this Guaranty will apply only to new Indebtedness created after actual receipt by Lender of Guarantor's written revocation.
For this purpose and without limitation, the term "ne%v Indebtedness" does not include the Indebtedness which at the time of notice of
revocation is contingent, unliquidated, undetermined or not due and which later becomes absolute, liquidated, determined or due. For this
purpose and without limitation, "new Indebtedness" does not include all or part of the Indebtedness that is: incurred by Borrower prior to
revocation; incurred under a commitment that became binding before revocation; any renewals, extensions, substitutions, and modifications of
the Indebtedness. This Guaranty shall bind Guarantor's estate as to the Indebtedness created both before and after Guarantor's death or
incapacity, regardless of Lender's actual notice of Guarantor's death. Subject to the foregoing, Guarantor's executor or administrator or other
legal representative may terminate this Guaranty in the same manner in which Guarantor might have terminated it and with the same effect.
Release of any other guarantor or termination of any other guaranty of the Indebtedness shall not affect the liability of Guarantor under this
Guaranty. A revocation Lender receives from any one or more Guarantors shall not affect the liability of any remaining Guarantors under this
Guaranty. It is anticipated that fluctuations may occur in the aggregate amount of the Indebtedness covered by this Guaranty, and Guarantor
specifically acknowledges and agrees that reductions in the amount of the Indebtedness, even to zero dollars ($0.00), shall not constitute a
termination of this Guaranty. This Guaranty is binding upon Guarantor and Guarantor's heirs, successors and assigns so long as any of the
Indebtedness remains unpaid and even though the Indebtedness may from time to time be zero dollars ($0.00).
GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, either before or after any revocation hereof, without notice or
demand and without lessening Guarantor's liability under this Guaranty, from time to time: (A) prior to revocation as set forth above, to make
one or more additional secured or unsecured loans to Borrower, to lease equipment or other goods to Borrower, or otherwise to extend
additional credit to Borrower; (BI to alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment
or other terms of the Indebtedness or any part of the Indebtedness, including increases and decreases of the rate of interest on the
Indebtedness; extensions may be repeated and may be for longer than the original loan term; (C) to take and hold security for the payment of
this Guaranty or the Indebtedness, and exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any such security, with
or without the substitution of new cOlateral; ID) to release, substitute, agree not to sue, or deal with any one or more of Borrower's sureties,
endorsers, or other guarantors on any terms or in any manner Lender may choose; (E) to determine how, when and what application of
payments and credits shall be made on the Indebtedness; (F) to apply such security and direct the order or manner of sate thereof, including
without limitation, any nonjudicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion
may determine; (G) to self, transfer, assign or grant participations in all or any part of the Indebtedness: and (H) to assign or transfer this
Guaranty in whole or in part.
GUARANTOR'S REPRESENTATIONS AND WARRANTIES- Guarantor represents and warrants to Lender that (A) no representations or
agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (B) this Guaranty is
executed at Borrower's request and not at the request of. Lender; (C) Guarantor has full power, right and authority to enter into this'Guararity;
(D) ilia provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor
I.- H r111
"'T b
COMMERCIAL GUARANTY
Loan No; 4-6816 (Continued) Page 2
and do not result in a violation of ar)X law, regulation, court decree or order applicable to Guarantor, (E) Guarantor has rat and will not, without
the prior written consent of Lendaf, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of
Guarantor's assets, of any interest therein; (F) upon Lender's request, Guarantor wilt provide w Lender financial and credit information in form
acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to
Lender is and will be true and correct in all material respects and fairly present Guarantor's financial conditicn as of the dates the financial
information is provided; IG) no material adverse change has occurred in Guarantor's financial condition since the date of the most recent
financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (H)
no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or
threataned; LI Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and IJ) Guarantor has established
adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees to
keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under this
Guaranty, and Guarantor further agrees that Lender shall have no obligation to disclose to Guarantor any information or documents acquired by
Lender in the course of its relationship with Borrower.
GUARANTOR'S FINANCIAL STATEMENTS. Guarantor agrees to furnish Lender with the following:
Tax Returns. As soon as available, but in no event later than one-hundred-twenty (120) days after the applicable filing date for the tax
reporting period ended, Federal and other governmental tax returns, prepared by a certified public accountant satisfactory to Lender.
All financial reports required to be provided under this Guaranty shall be prepared in accordance with GAAP, applied on a consistent basis, and
certified by Guarantor as being true and correct.
GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender iA) to continue lending
money or to extend other credit to Borrower; (e) to rnake any presentment, protest, demand, or notice of any kind, including notice of any
nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower,
Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional
loans or obligations; (C) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor;
(D) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or,any other person; (E) to give
notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or to comply with
any other applicable provisions of the Uniform Commercial Code; IF) to pursue any other remedy within Lender's power, or (G) to commit any
act or omission of any kind, or at any time, with respect to any matter whatsoever.
Guarantor also waives any and all rights or defenses based on suretyship or impairment of collateral including, but not limited to, any rights or
defenses arising by reason of (A) any "one action" of "anti-deficiency" law or any other law which may prevent Lender from bringing any
action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action,
either judicially or by exercise of a power of sale; IB) any election of remedies by Lender which destroys or otherwise adversely affects
Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without firnitation, any loss of
rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (C) any disability or other defense of
Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's Iiabilhy from any cause whatsoever, other
than payment in full in legal tsnder, of the Indebtedness; (D) any right to claim discharge of the Indebtedness on the basis of unjustified
impairment of any collateral for the Indebtedness; (E) any statute of limitations, if at any time any action or suit brought by Lender against
Guarantor is commenced, there is outstanding Indebtedness which is not barred by any applicable statute of limitations; or (F) any defenses
given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Borrower,
whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment
to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the
indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty.
Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any
claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the
Borrower, the Guarantor, or both.
GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees that each of the waivers set forth above is
made with Guarantor's full knowledge of its significance and consequences and that, under the circumstances, the waivers are reasonable and
not contrary to public policy or law- It any such waiver is determined to be contrary to any applicable law or public policy, such waiver shall be
effective only to the extent permitted by taw or public policy.
RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Guarantor's accounts with Lender
(whether checking, savings, or some other account). This includes all accounts Guarantor holds jointly with someone else and all accounts
Guarantor may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be
prohibited by taw. Guarantor authorizes Lender, to the extent permitted by applicable law, to held these funds if there: is a default, and Lender
may apply the funds in these accounts to pay what Guarantor owes under the terms of this Guaranty.
SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the Indebtedness, whether now existing or hereafter
created, shall be superior to any claim that Guarantor m.ay now have or hereafter acquire against Borrower, whether or not Borrower becomes
insolvent. Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower, upon any account whatsoever, to any
claim that Lender may now or hereafter have against Borrower. In the event of insolvency and consequent liquidation of the assets of Borrower,
through bankruptcy, by an assignment for the benefit of creditors; by voluntary liquidation, or otherwise, the assets of Borrower applicable to
the payment of the claims of both Lender end Guarantor shall be paid to Lender and shall be first applied by Lender to the Indebtedness.
Guarantor does hereby assign to Lender all claims which it may have or acquire against Borrower or against any assignee or trustee in
bankruptcy of Borrower; provided however, that such assignment shall be effective only for the purpose of assuring to Lender full payment in
legal tender of the Indebtedness. If Lender so requests, any notes or credit agreements now or hereafter evidencing any debts or obligations of
Borrower to Guarantor shall be marked with a legend that the same are subject to this Guaranty and shall be delivered to Lender. Guarantor
agrees, and Lender is hereby authorized, in the name of Guarantor, from time to time to file financing statements and continuation statements
and 'to execute documents and to take such other actions as lender deems necessary or appropriate to perfect, preserve and anfurce its rights
under this Guaranty.
MISCELLANEOUS PROVISIONS. l'he following rnisrellaneous provisions are a part of this Guaranty -
Amendments. Phis Guaranty, together with any Related Documents, constitutes the entire understanding and agreement of the parties as
to the matters set forth in this Guaranty. No alteration of or amendment to this Guaranty shall be effective unless given in writing and
signed by the party or parties sought to be charged or bound by the afteration or amendment.
Attorneys' Fees; Expenses. Guarantor agrees to pay upon demand all of Lender's costs and expenses, including Lender's reasonable
attorneys' fees and Lender's legal expenses, tnourred in connection with the enforcement of this Guaranty. Lander may hire or pay
COMMERCIAL, GUARANTY
Loan No: 4-6816 (Continued) Page 3
someone else to help enforce this Guaranty, and Guarantor shall pay the costs and expenses of such enforcement. Costs and expenses
include Lender's reasonable attorneys' fees and legal expenses whether or not there is a lawsuit, Including reasonable attorneys' fees and
legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any
anticipated post judgment collection services. Guarantor also shall pay all court costs and such additional fees as may be directed by the
court.
Caption Headings. Caption headings in this Guaranty are for convenience purposes only and are not to be used to Interpret or define the
provisions of this Guaranty.
Governing Law. This Guaranty will he governed by federal law applicable to Lender and, to the extent not preempted by federal law, the
laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions.
Choice of Venue. If there is a lawsuit, Guarantor agrees upon Lender's request to submit to the jurisdiction of the courts of Dauphin
County, Commonwealth of Pennsylvania.
Integration. Guarantor further agrees that Guarantor has read and fully understands the terms of this Guaranty; Guarantor has had the
opportunity to be advised by Guarantor's attorney with respect to this Guaranty; the Guaranty fully reflects Guarantor's intentions and parol
evidence is not required to interpret the terms of this Guaranty. Guarantor hereby indemnifies and holds Lender harmless from all losses,
claims, damages, and costs (including Lender's attorneys' fees) suffered or incurred by Lender as a result of any breach by Guarantor of the
warranties, representations and agreements of this paragraph.
Interpretation. In all cases where there is more than one Borrower or Guarantor, then all words used in this Guaranty in the singular shall
be deemed to have been used in the plural where the context and construction so require; and where there is more than one Borrower
named in this Guaranty or when this Guaranty is executed by more than one Guarantor, the words "Borrower" and "Guarantor"'
respectively shall mean all and any one or more of them. The words "Guarantor," "Borrower," and "Lender" include the heirs, successors,
assigns, and transferees of each of them. If a court finds that any provision of this Guaranty is not valid or should not be enforced, that
fact by itself will not mean that the rest of this Guaranty will not be valid or enforced. Therefore, a court will enforce the rest of the
provisions of this Guaranty even if a provision of this Guaranty may be found to be Invalid or unenforceable. If any one or more of
Borrower or Guarantor are corporations, partnerships, limited liability companies., or similar entitles, it is not necessary for Lender to inquire
into the powers of Borrower or Guarantor or of the officers, directors, partners, managers, or other agents acting or purporting to act on
their behalf, and any indebtedness made or created in reliance upon the professed exercise of such powers shall be guaranteed under this
Guaranty.
Notices. Unless otherwise provided by applicable law, any notice required to be given under this Guaranty shall he given in writing, and,
except for revocation notices by Guarantor, shall be effective when actually delivered, when actually received by teletacsimile (unless
otherwise required by law), when deposited with it nationally recognized overnight courier, or, if mailed, when deposited In the United
States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this Guaranty.
All revocation notices by Guarantor shall be in writing and shall be effective upon delivery to Lender as provided in the section of this
Guaranty entitled "DURATION OF GUARANTY." Any party may change its address for notices under this Guaranty by giving formal written
notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, Guarantor
agrees to keep Lender informed at all times of Guarantor's current address. Unless otherwise provided by applicable law, if there is more
than one Guarantor, any notice given by Lender to any Guarantor is deemed to be notice given to all Guarantors.
No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Guaranty unless such waiver is given in writing and
signed by Lender. No delay or omission on the par: of Lender it exercising any right shall operate as a waiver of such right or any other
right. A waiver by Lender of a provision of this Guaranty shall not prejudice or constitute a waiver of Lender's right otherwise to demand
strict compliance with that provision or any other provision of this Guaranty. No prior waiver by Lender, nor any course of dealing between
Lender and Guarantor, shall constitute a waiver of any of Lender's rights or of any of Guarantor's obligations as to any future transactions.
Whenever the consent of Lender is required under this Guaranty, the granting of such consent by Lender in any instance shall not constitute
continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in
the sole discretion of Lender.
Successors and Assigns. The terms of this Guaranty shall be binding upon Guarantor, and upon Guarantor's heirs, personal
representatives, successors, and assigns, and shall be enforceable by Lender and its successors and assigns,
Waive Jury_ Lender and Guarantor hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either
Lender or Guarantor against the other.
CROSS COLLATERALIZEICROSS DEFAULT. This loan will be cross-collateralized/cross-defaulted with all other loans front Borrower, or any
of Borrovver's related entities, to Lender. If at any time there is a default under this loan, all leans wilt 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 all
others
DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Guaranty. Unless specifically
stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms
used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise
defined In this Guaranty shall have the meanings attributed to such terms in the Uniform Commercial Code:
Borrower. The word "Borrower" means Westhafer Construction, Inc-; and Steven E. Westhafer and includes all co-signers and co-makers
signing the Note and all their successors and assigns.
GAAP. The word "GAAP" means generally accepted accounting principles.
Guarantor. The word "Guarantor" means everyone signing this Guaranty, including without limitation Cumberland Valley Development,
Inc., and in each case, any signer's successors and assigns.
Guaranty. Tire word "Guaranty" means this guaranty from Guarantor to Lender.
Indebtedness. The word "Indebtedness" means Borrower's indebtedness to Lender as more particularly described in this Guaranty.
Lender. Th word "Lencler" means GRAYSTONE BANK, its successors and assigns.
Note. I-he Word "Note" means and includes without limitation all of Borrower's promissory notes and/or credit agreements evidencing
Borrower's loan obligations it favor of Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations
of and oubstitutions for promissory notes or credit agreements.
Related Documents. The words "Related Documents" mean all promissory cotes, credit agreements, loan agreements, environmental,
agreements, guaranties, sec,rity agreements, mortgages, deeds of tfv t, security deeds, collateral mortgages, and all other instruments,
COMMERCIAL GUARANTY
Loan No: 4-6816 (Continued) page 4
agreemen°s'and documents, whether now or hereafter existing, executed in Connection with the Indebtedness.
CONFESSION OF JUDGMENT. GUARANIOR HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE
PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME
FOR GUARANTOR AFTER THE AMOUNTS HEREUNDER BECOME DUE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER
JUDGMENT AGAINST GUARANTOR FOR THE ENTIRE PRINCIPAL BALANCE OF THIS GUARANTY AND ALL ACCRUED INTEREST, LATE
CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THE
INDEBTEDNESS, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10%) OF THE UNPAID
PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS 0500)
ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS GUARANTY OR
A COPY OF THIS GUARANTY VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS GUARANTY
TO CONFESS JUDGMENT AGAINST GUARANTOR SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL
CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS GUARANTY.
GUARANTOR HEREBY WAIVES ANY RIGHT GUARANTOR MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH
CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF
JUDGMENT PROVISION TO GUARANTOR'S ATTENTION OR GUARANTOR HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL.
EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES (HAVING READ ALL THE PROVISIONS OF THIS' GUARANTY AND AGREES TO ITS
TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARAN-rOR'S EXECUTION AND
DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH
IN THE SECTION TITLED "DURATION OF GUARANTY". NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY
EFFECTIVE. THIS GUARANTY IS DATED JANUARY 15, 2009.
THIS GUARANTY IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS GUARANTY IS AND SHALL CONSTITUTE AND HAVE THE EFFECT
OF A SEALED INSTRUMENT ACCORDING TO LAW.
GUARANTOR!
CUh AND VALLEY DEVELOPMENT, I C.
By: \ (Sealy
Steven . Westhaver, resident q Cumberland
Valley Development, Inc.
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DISCLOSURE FOR CONFESSION OF JUDGMENT
Borrower: Westhafer Construction, Inc. Lender! GRAYSTONE BANK
Steven E. Westhafer Capftal Region
71 Silver Crown Drive 112 Market Street
Mechanicsburg, PA 17055 Harrisburg, PA 17131
Declarant: Steven E. Westhafer
71 Silver Crown Drive
Mechanicsburg, PA 17055
DISCLOSURE FOR CONFESSION OF JUDGMENT
I AM EXECUTING, THIS DAY OF C_ 21)A. A PROMISSORY NOTE FOR $60,000.00 OBLIGATING
ME TO REPAY THAT AMOUNT. /
A. I UNDERSTAND THAT THE NOTE CONTAINS A CONFESS] OF JUDGMENT PROVISION THAT WOULD PERMIT LENDER TO ENTER
JUDGMENT AGAINST ME IN COURT, AFTER A DEFAULT ON THE NOTE, WITHOUT ADVANCE NOTICE TO ME AND WITHOUT OFFERING ME
AN OPPORTUNITY TO DEFEND AGAINST THE ENTRY OF JUDGMENT- IN EXECUTING THE NOTE, 13EING FULLY AWARE OF MY RIGHTS TO
ADVANCE NOTICE AND TO A HEARING TO CONTEST THE VALIDITY OF ANY JUDGMENT OR OTHER CLAIMS THAT LENDER MAY ASSERT
AGAINST ME UNDER THE NOTE, I AM KNOWINGLY, INTELLIGENTLY, AND VOLUNTARILY WAIVING THESE RIGHTS, INCLUDING ANY RIGHT
TO ADVANCE NOTICE OF THE ENTRY OF JUDGMENT, AND I EXPRESSLY AGREE AND CONSENT TO LENDER'S ENTERING JUDGMENT
AGAINST ME BY CONFESSION AS PROVIDED FOR IN THE CONFESSION OF JUDGMENT PROVISION.
B. I FURTHER UNDERSTAND THAT W ADDITION TO GIVING LENDER THE RIGHT TO ENTER JUDGMENT AGAINST ME 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 MY PROPERTY,. IN FULL OR PARTIAL
PAYMENT OF THE JUDGMENT, IN EXECUTING THE NOTE, BEING FULLY AWARE OF MY RIGHTS TO ADVANCE NOTICE AND A HEARING
AFTER JUDGMENT IS ENTERED AND BEFORE EXECUTION ON THE JUDGMENT, I AM KNOWINGLY, INTELLIGENTLY AND VOLUNTARILY
WAIVING THESE RIGHTS, AND I EXPRESSLY AGREE AND CONSENT TO LENDER'S IMMEDIATELY EXECUTING ON THE JUDGMENT IN ANY
MANNER PERMITTED BY APPLICABLE STATE AND FEDERAL LAW, WITHOUT GIVING ME ANY ADVANCE NOTICE,
C. AFTER HAVING READ AND DETERMINED WHICH OF THE FOLLOWING STATEMENTS ARE APPLICABLE, BY INITIALING EACH
STATEMENT THAT APPLIES, i REPRESENT THAT:
INITIALS
1 . I WAS REPRESENTED BY MY OWN INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THE NOTE.
2. A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THE CONFESSION OF JUDGMENT PROVISION IN THE NOTE TO MY
ATTENTION,
D. I CERTIFY THAT MY ANNUAL INCOME EXCEEDS $10,000; THAT THE BLANKS IN THIS DISCLOSURE WERE FILLED IN WHEN I INITIALED
AND SIGNED IT; AND THAT 1 RECEIVED A COPY AT THE TIME OF SIGNING.
THIS DISCLOSURE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS DISCLOSURE IS AND SHALL CONSTITUTE AND HAVE THE
EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW.
DE(rANT;
X \\\ (5ea11
Steven E. West afar
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CHANGE IN TERMS AGREEMENT
Borrower: Westhafer Construction, Inc. Lender: Graystone Bank, a Division of Graystone Tower Bank
Steven E. Westhafer Capital Region
71 Silver Crown Drive 112 Market street
Mechanicsburg, PA 17055 Harrisburg, PA 17101
Principal Amount: $110,000.00 Date of Agreement: September 18, 2009
DESCRIPTION OF EXISTING INDEBTEDNESS. On January 15, 2009, Borrower executed and delivered to Lender a Promissory Note in the
original Principal Amount of Sixty Thousand and 00/100 Dollars ($60,000.00) ("Note"), due on Demand.
DESCRIPTION OF CHANGE IN TERMS. Effective the date of this Agreement, Lender and Borrower have agreed to a temporary increase In the
Principal Amount of the Note to One Hundred Ten Thousand and 00/100 Dollars ($110,000.00) until November 2, 2009 On November 3,
2009, the Principal Amount of the Note will revert to Sixty Thousand and 001100 Dollars ($60,000.00). Any principal amount outstanding in
excess of $60,000.00 will be immediately due and payable.
PROMISE TO PAY. Westhafer Construction, Inc.; and Steven E. Westhafer ("Borrower") jointly and severally promise 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 One Hundred
Ten Thousand & 00/100 Dollars ($110,000.00), together with interest on the unpaid principal balance from September 18, 2009, until paid in
full.
PAYMENT. Subject to any payment changes resulting from changes in the Index, Borrower will pay this loan In accordance with the following
payment schedule;
Borrower will pay this loan immediately upon 'Lenders demand. Borrower will. pay regular monthly payments of all accrued unpaid interest
due as of each payment date, beginning October 15, 2009 with all subsequent interest payments to be due on the same day of each month
after that From the date hereof until January 15, 2010, Interest shall be fixed at 6.75°1x_ Thereafter, the interest rate shall revert to
Graystone Bank's Prime Rate (as defined In Variable Interest Rate below) plus 2.00%.
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 cows. 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 loan Is subject to change from time to time based on changes In an index which Is
Lender's Prime Rate (the "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 a( 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. Interest on the unpaid principal balance of this loan will be calculated as described In the "INTEREST
CALCULATION METHOD" paragraph using a rate of 2.000 percentage points over the Index. NOTICE: Under no circumstances will the Interest
rate on this loan be less than 5.000% per annum or more than the maximum rate allowed by applicable law. Whenever Increases occur in the
Interest rate, Lender, at its option, may do one or more of the following: (A) increase Borrower's payments to ensure Borrower's loan will pay
off by its original final maturity date, (B) Increase Borrower's payments to cover accruing Interest, (C) Increase the number of Borrower's
payments, and (D) continue Borrower's payments at the same amount and increase Borrower's final payment.
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 penally 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 and may result in 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 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 tenderest with other conditions or limitations or as lull satisfaction of a disputed amount must be-,
mailed or delivered to: GRAYSTONE TOWER BANK, 112 Market Street Harrisburg, PA 17101.
LATE CHARGE. If a payment is 20 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 adding
a 2.000 percentage point margin ("Default Rate 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 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 falls 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 mis-leading 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 properly, 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 Borrowet or by any governmental agency against any collateral securing the
Indebtedness. This includes a garnishment of any cof 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
r.,. ,
CHANGE IN TERMS AGREEMENT
Loan No: 4-6816 (Continued) Page 2
Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discrellon, 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 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
same provision of this Agreement within 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 to tender's sole discretion to he sufficient to cure the default and thereafter
continues and completes all reasonable and necessary steps sufficient to produce compliance as soun 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 nct 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), anc 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 Gender in
the Commonwealth of Pennsylvania.
CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lenders 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 he 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, not 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 sinned 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 he 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 Leader and its successors and assigns.
MISCELLANEOUS PROVISIONS. if any part of this Agreement cannot be enforced, this fact will nut affect the rest of the Agreement. Lender
may delay or forgo enforcing any of its rights or remedies under this Agreement without losing them. Each Borrower understands and agrees
that, with or without notice to Borrower, Lender may with respect to any other Borrower (a) make one or more additional secured or unsecured
loans or otherwise extend additional credit, (h) alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time
for payment or other terms of any indebtedness, Including increases and decreases of the rate of interest on the indebtedness; (c) exchange,
enforce, waive, subordinate, fail or decide not to perfect, and release any security, with or without the substitution of new collateral; (d) apply
such security and direct the order or manner, of sale thereof, including without limitation, any non-judicial sale permitted by the terms of the
controlling security agreements, as Lender in its discretion may determine; (e) release, substitute, agree not to sue, or deal with any one or
more of Borrower's sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; and (f) determine how, when
and what application of payments and credits shall be made on any other indebtedness owing by such other Borrower. Borrower arid 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 realite
upon or perfect Lender's security interest In the collateral; and lake any other action deemed necessary by l.ender 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 Char, the party
with when the modification is made. The obligations under this Agreement are joint and several.
l
CHANGE IN TERMS AGREEMENT
Loan No: 4-6816 (Continued) Page 3
PRIOR TO SIGNING THIS AGREEMENT, EACH BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT,
INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. EACH 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:
WE AFER CONSTRUCTION, INC.
By:, -ASeal)
Steven E. Westhafer, President f Westhafer
Constru?cti?on?i?nc.., `
X ?.Nx11r" 1 4;6 ?Seal?
Steven E. Westhafer, Individually
LENDER: /
GRAYSTONEI BANK, A DIVISION Of, GRAYSTONE TOWEFfrt3ANK
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CHANGE IN TERMS AGREEMENT
Borrower: Wasthafer Construction, Inc. Lender: Graystono Bank, a Division of Graystone Tower Bank
Steven E. Weshiafer Capital Region
71 Sliver Crown Drive 112 Market Street
Mechanicsburg, PA 17055 Harrisburg, PA 17101
Principal Amount; $110,000.00 Date of Agreement: December 15, 2000
DESCRIPTION OF EXISTING INDEBTEDNESS. On January 15, 2009, Borrower executed and delivered to Lender a Promissory Note in the
original Principal Amount of Sixty Thousand and 00MOD Dollars ($130,000,00) ("Note").
DESCRIPTION OF CHANGE IN TERMS. Effective the date of this Agreement, Lender and Borrower have agreed to a temporary Increase in the
Principal Amount of the Note to One Hundred Ten Thousand and 001100 Dollars ($110,000.00) until January 2, 2010. On January 3, 2010,
the Principal Amount of the Note will revert to Sixty Thousand and OW100 Dodars ($60,000.00). Any principal amount oulstanding in excess
of $60,000.00 will be Immediately due and payable.
PROMISE. TO PAY. Wasthafer Construction, inc.; and Stevan E. Westhafer ("Borrower") Jointly and severally promise to pay to Graystono Bank,
a Division of Graystono Tower Bank ("Lender"), or order, in lawful money of the United States of America, the principal amount of One Hundred
Ten Thousand & 001100 Dollars ($110,000.00), together with Interest on the unpaid principal balance from December 15, 2009, until paid in
full.
PAYMENT. Subject to any payment changes resviting from changes In the Index, Borrower will pay this loan In accordance with the following
payment schedule;
Borrower will pay this loan immediately upon Lande 's demand. Borrower will pay regular monthly payments of alt accrued unpaid interest
due as of each payment date, beginning December 15, 2009 with all subsequent Interest payments to be due on the same day of each
month after that, From the date hereof until January 15, 2010, interest shall be fixed at 6.75%. Thereafter, the Interest rate shall roved
to Graystone Tower Bank's Prime Rate (as defined In Variable Interest Rate below) plus 2.00% (with a 5.00% floor).
On January 3, 2010, the Principal Amount of the Note will reva-t to Sixty Thousand and 001100 Dollars ($60,000,00). Any principal
amount outstanding In excess of $60,000.00 will be Immediately due and payable.
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 wilt pay lender at Lender's address shown above or at such other place as
Lender may deslgnate in writing.
VARIABLE INTEREST RATE. The Interest rate on this loan is subjeo' to change from time to lime based on changes in an Index which is
Lenders Prime Rate (the "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 lcwest rate available from Lender at any given lime. Lender will tell Borrower the current
Index role upon Borrowers 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 wall. Interest on the unpaid principal balance of this loan will be calculated as described In the `INTEREST
CALCULATION METHOD" paragraph using a rate of 2.000 percentage points over the Index. N071CE: Under no circumstances will the interest
role on this loan be less than 5.000% per annum or more than the maximum rate allowed by applicable law. Whenever increases occur In the
interest rate, Lender, at its option, may do one or more of the following: (A) increase borrower's payments to ensure Borrowers loan will pay
off by its original final maturity date, (B) Increase Borrower's payments to cover accruing Interest, (C) Increase Ina number of Borrower's
payments, and (0) continue Borrower's payments at the same amount and increase Borrower's final payment.
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 act al number of days the principal balance is oulstanding.
All Interest payable under this loan Is computed using this method.
PREPAYMENT. Borrower may pay without penalty all cr a portion of the amount owed eadier 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 file payment schedule. Rather,
early payments will reduce the principal balance due and may resuit.in lorrower's making fewer payments. Borrower agrees not to sand Lender
payments marked "paid in full", "without recourse", or similar language If Boryowar sands such a payment, Lender may accept it without
losing any of Lenders rights under this Agreement, and Borrower will iamain obligated to pay any further amount owed to Lender. Ail Written
communicalions concerning disputed amounts, Including any check of other payment instrument that Indicates that the payment constitutes
"payment In full' of the amount owed of that Is tendered with other conditions or limitations or as full satisfaction of u disputed amount must be
mailed or delivered to: GRAYETONE TOWER BANK, 112 Markel Street Harrisburg, PA 17101.
LATE CHARGE. If a payment Is 20 days or more late, Borrower will be charged 10.000% of the regularly scheduled payment of 5250.00,
whichever is greater.
INTEREST AFTER DEFAULT. Upon default, Including fallire to pay upon final maturity, the interest rate on this loan shall be Increased by adding
a 2.000 percentage point margin ('Default Rate Margin'). The Default Rafe 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 thls Agreement, Interest wilt continue to accrue after
the data 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 censtilule 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 tha Related Documents or to comply with or to perform any term, obligation, covenant or condition contained m any other
agreement between 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 miseading In any material respect, ellher 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 exfslence as if 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 wcrkout, cr the
commencement of any procaeding under any bankruptcy or insolvency laws by or against Borrower.
Creditor or Forfeiture Proceedings. Commoncoment of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help,
repossession or any other method, by any creditor of Borrower or by any governmanlal agency against any co(laterai securing, the
Indebtedness. This includes a gamishment of any, of Borrower's accounts, Including deposit accounts, with Lender, However this Evert
CHANGE IN TERMS AGREEMENT
Loan No: 4000006816 (Continued) Page 2
of De(ault shall not apply If there is a good faith dispute by Burrower 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 monles 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 revows 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 lwonly-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 tile,
same provision of this Agreement within the preceding twelve (12) months, it may be, cured If Borrower, after Lender sends written notice
to Bonewer demanding cure of such default; (1) cures the default within fifteen (IS) days; or (2) if the cure requires more than fifteen
(15) days, immediately Initiates steps which Lender deems In Lenders 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 Immadtately 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 Lenders legal
expenses, whether or riot 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 ail other sums provided by low.
JURY WAIVER. Lender and Borrower hereby waive the right to any fury trial to any action. proceeding, er 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 lawsull, Borrower agrees upon Lenders 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 tender, to the extent permitted by applicable law, to charge or setoff all sums owing on the indebtedness against tiny
and all such accounts,
CONTINUING VALIDITY. Except as axpressly 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 Lenders right to strict performance of the obligation(s) as changed, nor obligate tender 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 orlyinal obligation
does not sign this Agreement below, then all parsons 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 ha released
by It. This waiver applies not only to any Initial extension, modiflcatlon 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 represomatlves,
successors, and assigns, and shall be enforceable by Lender and Its successors and assigns.
MISCELLANEOUS PROVISIONS. If any part of (his Agreement cannot be enforced, this fact will not Effect the rest of the Agreement. Lender
may delay or forgo enforcing any of Its rights or remedles under this Agreement without losing them, Each Borrower understands and agrees
that, with or Without notice to Borrower, Lender may with respect to any other Borrower (a) make one or more additional secured or unsecured
loans or otherwise extend additional credit; (b) alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time
for payment or other terms of any Indebtedness, including increases and decreases of the rate of interest on the indebtedness, (c) exchange,
enforce, waive, subordinate, fail or decide not to perfect, and release any security, with or without the substitution of new collateral; (d) apply
such security and direct the order or manner of sale thereof, including without limllatlon, any non-judicial sale permitted by the terms of the
controlling security agreements, as Lender In Its discretion may determine; (e) release, substitute, agree not to sue, or deal with any one or
more of Borrower's sureties, endorsers, or other guarantors on any terms or In any manner Lender may choose; and (f) determine how, when
and what application of payments and credits shall be rnade on any other Indebtedness owing by such other Borrower. Borrower and any other
person who signs, guarantees or endorses this Agresrnent, 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 unions 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 (rapeatedly and for any length cf time) this ban 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 wham the modification Is made. The obligations under this Agreement are joint arid several.
CHANGE IN TERMS AGREEMENT
Loan No: 4000006816 (Continued) Page 3
PRIOR TO SIGNING THIS AGREEMENT, EACH BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT,
INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. EACH BORROWER AGREES TO THE TERMS OF THE AGREEMENT.
THIS AGREEMENT IS GIVEN UNDER SEAL AND IT 19 INTENDED THAT THIS AGREEMENT IS AND SHALL CONSTITUTE AND HAVE THE
EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW.
BORROWER:
tYE AFER GONSTitUCTION, IN .
'E _ j5ea[)
Steven E. Westhater, President Westhafer
Construction, Ina
}( ? __?Seal}
Steven E. Westhafer, Indivldually
LENDER:
GRAYSTOt4E ANTI, A DIVISION OF GRAYST9?E TOWER BANK
R.
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i
CHANGE IN TENNIS AGREEMENT
Borrower: Weslhafer Construction, Inc. Lender: Graystone Bank, a Division of Graystone Tower Bank
Steven E- Weslhafer Capital Region
71 Silver Crown Drive 112 Market Street
Mechanicsburg, PA 17055 Harrisburg, PA 17101
Principal Amount. $110,000.00 Date of Agreement: March 16, 2010
DESCRIPTION OF EXISTING INDEBTEDNESS. On January 15, 2009, Borrower executed and delivered to Lender a Promissory Note In the
original Principal Amount of Sixty Thousand and 001100 Dollars ($60,000,00) ("Note") with a subsqueht Change in Term Agreement dated
September 18, 2009 for a temporary increase in the Principal Amount of the Note to One Hundred Ten Thousand and 00/100 Dollars
($110,000.00) until January2, 2010.
DESCRIPTION OF CHANGE IN TERMS. Effective the dale of this Agreement, Lender and Borrower have agreed to a temporary increase in the
Principal Amount of the Note 1o One Hundred Ten Thousand and 001'00 Dollars ($110,000.00) until May 15, 2010. On May 16, 2010, the
Principal Amount of the Note will revert to Sixty Thousand and 00/100 Dollars ($60,000.00). Any principal anlOUnt outstanding In excess of
$60,000.00 will be immediately due and payable.
PROMISE TO PAY. Westhater Construction, Inc.; and Steven E. Westhafer ("Borrower") jointly and severally promise 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 One Hundred
Ten Thousand & 001100 Dollars ($110,000.00), together with interest on the unpaid principal balance from March 16, 2010, until paid in full.
PAYMENT. Subject to any payment changes resulting from changes in the Index, Borrower will pay this loan in accordance with the following
payment schedule:
Borrower will pay this loan Immediately upon Lender's demand. Borrower will pay regular monthly payments of all accrued unpaid interest
due as of each payment date, beginning April 15, 2010 with all subsequent interest payments to be due on the same day of each month
after that. The variable interest rate shall be Graystone Tower Bank's Prime Rate (as defined in Variable Interest Rate below) plus 2.00%
(with a 6.004/ floor).
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 A Lender's address shown above or at such other place as i
Lender may designate in writing.
VARIABLE INTEREST RATE. The interest rate on this loan is sutject to change from time to time based on changes in an index which is
Lender's Prime Rate (the "Index")- This Is the rate Lender charges, or would charge, on 90-clay unsecured loans to the most creditworthy
cotporaie 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. Interest on the unpaid principal balance of this loan will be calculated as described in the "INTEREST
CALCULATION METHOD" paragraph using a rate of 2.000 percentage points over the Index_ NOTICE: Under no circumstances will the interest
rate on this loan be less than 5.000% per annum or more than the maximum rate allowed by applicable law- Whenever increases occur in the
interest rate, Lender. at its option, may do one or more of the following: (A) Increase Borrower's payments to ensure Borrower's loan will pay
off by its original final maturity date, (B) increase Borrower's payments to cover accruing interest, (C) increase the number of Borrower's
payments, and (D) continue Borrowers payments at the same amount and Increase Borrower's final payment-
INTEREST CALCULATION METHOD. Interest on this loar is computed an 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 may pay without penalty all a a portion of the amount owed earlier than it is duo. 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 and may result in Borrower's making fewer payments. Borrower agrees not to send Lender
payments marked "paid in full", "without recourse", or similar language- If Borrower 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, Alt written
communications concerning disputed amounts, including any check of other payment instrument [hat 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 `POWER BANK, 1826 Good hope Road Enola, PA -17025.
LATE CHARGE, If a payment is 20 days or more late, Borrower will be charged 10.000% of (tie 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 adding
a 2.000 percentage point margin ("Default Rate 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 w4h 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 uvent will the interest rate exceed the maximum
interest rate limitations under applicable law.
DEFAULT. Each of the following shall constitute an Event of Default order this Agreement:
Payment Default. Borrower fails to make any payment when due render 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 periorm any term, obligation, covenant or condition contained in any other
agreement between Lender arid Borrower.
False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Burrower'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, or the
commencement of any proceeding under any bankruolcy or insolvency laws by or against Borrower.
Creditor or Forfelhire 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 bie validity or reasonableness of the claim which is the basis of
CHANGE IN TERMS AGREEMENT
Loan No: 4000006818 (Continued) Page 2
the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with
Lender monies Ora 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 (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
same provision of this Agreement within the preceding twelve (12) months, it may be cured 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' FEES; EXPENSES. Lender may hire or pay someone else to help collect this Agreement If Borrower does riot 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
rnodify 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 tv 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 ail 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 obligalion(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 or Lender to retain as liable parties all makers and
endorsers of the orlgloal 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 riot affect the rest of the Agreement- Lender
may delay or forgo enforcing any of its rights or remedies under this. Agreement without losing them, Each Borrower understands and agrees
that, with or without notice to Borrower, Lender may with respect to any other Borrower (a) make one or more additional secured or unsecured
loans or otherwise extend additional credit; (b) alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time
for payment or other terms of any indebtedness, including Increases and decreases of the rate of Interest on the indebtedness; (c) exchange,
enforce, waive, subordinate, fail or decide riot to perfect, and release any security, with or without the substitution of new collateral; (d) apply
such security and direct the order or manner of safe thereof, including without limitation, any non-judicial sale permitted by the terms of the
controlling security agreements, as Lender In its discretion may detarnine; (e) release, substitute, agree not to sue, or deal with any one or
more of Borrowers sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; and (f) determine how, when
and what application of payments and credits shall be made on any other indebtedness owing by such other Borrower. 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 liabifity. 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 ilia party
with whom the modification is made. The obligations under this Agreement are joint and several,
CHANGE IN TERMS AGREEMENT
Loan No: 4000006816 (Continued) Page 3
PRIOR *TO SIGNING THIS AGREEMENT, EACH BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS ,AGREEMENT,
INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. EACH 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:
WESTHAFER CONSTRUCTION, INC
By: ,Seal)
Steven E. Westhafer, Presid of Westhafer
Construction, Inc.
X_ ? _._??Seal}
Steven E. Westhafer, Individualfy
LENDER:
GRAYSTONE BAN)k, A DIVISION OF GRAYSTONE TOWER BANK
1 ASEA PPO l W+q. v?. 3.A9Oa.00] Gp. H. V.y f:uyd SJ?Nn?, lire. 1991. 3010 wp flVAt R.u?w1. . Pw
TP- Ny
CHANGE IN 'TERMS AGREEMENT
Borrower: Westhafer Construction, Inc. - Lender: Graystone Bank, a Division of Graystone Tower Bank
Steven E. Westhafer Capital Region
T1 Sliver Crown Drive 112 Markel Street
Mechanicsburg, PA 17055 Harrisburg, PA 17101
Principal Amount: $110,000.00 Date of Agreement: June 25, 2010
DESCRIPTION OF EXISTING INDEBTEDNESS. On January 15, 2009, Borrower executed and delivered to Lendar a Promissory Note in the
original Principal Amount of Sixty Thousand and 001100 Dollars ($60,000.00) ("Note") with subsquent Change in Term Agreements the most
recent dated March 16, 2010 for a temporary Increase in the Principal Amount of the Note to One Hundred Ten Thousand and 001100 Dollars
($110,000-00) until May 15, 2010.
DESCRIPTION OF CHANGE IN TERMS. The temporary increase in the Principal Amount of (lie Note to One Hundred Ten Thousand and 001100
Dollars ($110,000.00) which was originally to expire on May 15, 2010 has been extended- Lender and Borrower have agreed to extend the
temporary increase until September 1, 2016. On September 2, 2010, the Principal Amount of the Note will revert to Sixty Thousand and
00/100 Dollars($60,000.00)- Any principal amount outstancing in excess of $60,000.00 will be immediately due and payable
PROMISE TO PAY. Westhafer Construction,. Inc.; and Steven E. Westhafer ("Borrower") jointly and severally promise 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 One Hundred
Ten Thousand S 001100 Dollars ($110,000.00), together with interest on the unpaid principal balance from June 25, 2010, until paid in full.
PAYMENT. Subject to any payment changes resulting from changes in the Index, Borrower will pay this loan in accordance with the following
payment schedule:
Borrower will pay this loan immediately upon Lender's demand. Borrower will pay regular monthly payments of all accrued unpaid Interest
due as of each payment date, beginning July 15, 2010 with ail subsequent interest payments to be due on the same day of each month
after that. The variable interest rate shall he Graystone Tower Bank's Prime Rate (as defined in Variable Interest Rate below) plus 2.00%
(with a 5.00% floor).
Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid Interest; then to principal; then In
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 wrltinc.
VARIABLE INTEREST RATE. The interest rate on this loan is subject to change from time to time based on changes in an ndex which is
Lender's Prime Rate (the "Index"). This is the rate Leander 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. Inlerest on the unpaid principal balance of this loan will he calculated as described in the "INTEREST
CALCULATION METHOD" paragraph using a rate of 2.000 percentage points over the Index. NOTICE: Under no circumstances will tha Interest
rate on this lean be less than 5.000% per annum or more than the maximum rate allowed by applicable law. Whenever increases occur in the
interest rate, Lender, at Its option, may do one or more of the following: (A) increase Borrowers payments to ensure Borrower's loan will pay
off by Its original final maturity date, (B) Increase Borrower's payments to cover accruing interest, (C) Increase the number of Borrower's
payments, and (D) continue Borrower's payments at the same amount and increase Borrower's float payment.
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 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 and may result in Borrower's making fewer payments. Borrower agrees not to send Lender
payments marked "paid In full", "without recourse", or similar language. If Borrower sends such a payment. Lander 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. Alt written
communications concerning disputed amounts, including any check or other payment instrument that indica{es that the payment conslitules
"payment in full" of the amount owed or that is lenderecl 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 20 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 1o pay upon final maturity, (he interesl rate on trio loan shal he increased by adding
an additional 2-000 percentage point margin ("Default Rate Margin")- The Default Rate Margin shall also apply to each succeeding Interest rate
change that would have applied had there been no default. H 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 lifne 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 dissolution or termination of Borrower's existence as a going business, the Insolvency of Borrower, the appoirtment 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 banknrptay 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 Borrowers accounts, including deposit accounts, with Lender- However, this Event
of Default shall not apply it there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of
CHANGE IN TERMS AGREEMENT
Loan No: 4000006816 (Continued) Page 2
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 creditor or forfeiture proceeding, in an amount determined by tender, 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 (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
same provision of this Agreement within the preceding twelve (12) months, it may be cured 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 (hereafter
continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical
LENDER'S RIGHTS. Upon default, Lerider may. after [,living 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 al! 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 or 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 Nothtng
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 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.
MISCELLANE=OUS 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. Each Borrower understands and agrees
that, with or without notice. to Borrower, Lender may with respect to any other Borrower (a) make one or more additional secured or unsecured
loans or otherwise extend additional credit; (b) alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time
for payment or other terms of any indebtedness, Including Increases and decreases of the rate of Interest on the indebtedness; (c) exchange,
enforce, waive, subordinate, fail or decide not to perfect, and release any security, with or without the substitution of new collateral; (d) apply
such security and direct (tie order or manner of sale thereof, including without limitation, any non-judicial sale permitted by the terms of the
controlling security agreements, as Lender in its discretion may determine; (e) release, substitute, agree not to sue, or deal with any one or
more of Borrower's sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose: and (f) determine how, when
and what application of payments and credits shall be made on any other Indebtedness owing by such other Borrower. 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 lerms 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.
CHANGE IN TERMS AGREEMENT
Loan No: 4000006816 (Continued) Page 3
PRIOR TO SIGNING THIS AGREEMENT, EACH BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT,
INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. EACH 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:
WESTH(\('?'?FE,RCO?NJ?STRUCTION, ING
Steven E. Westhafer, President of Westhafer
Construction, Inc.
X C Seal)
Steven . Westhhafer, Individually
LENDER: /
GRAYS FONEJBANK, A DIVISION OF GRAYWONE TOWER BANK
10. -t.ia??w. - d..Z C-,--F.a.iab?$CI.4-,inc,IM-- ..N.H. A.,- -PA --- 1. 18 MIN M3
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:
Lisa. Painter
3555546
SUSQUEHANNA BANK, Successor by
Merger to GRAYSTONE BANK
Plaintiff
w.
CUMBERLAND VALLEY
DEVELOPMENT, INC.
COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY,
PENNSYLVANIA
CIVIL ACTION - LAW
No. d _ ?a?5 ?c ??
NOTICE
(X) Notice is hereby given that a judgment in the above-captioned matter has been entered
against you in the amount of '570,070.60, on May, 2012.
(X) A copy of all documents filed with the Prothonotary i upport of the thin judgmen e
enclosed.
Prothonotary Civil Division
By:
If you have any questions regarding this Notice, please contact the filing party:
NAME: William F. Colby. Esquire
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
3555546
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.
t
COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY.
PENNSYLVANIA
CIVIL ACTION - LAW
No.
NOTICE UNDER RULE 2958.1
OF JUDGMENT AND EXECUTION THEREON
NOTICE OF DEFENDANTS' RIGHTS
TO: CUMBERLAND VALLEY DEVELOPMENT, INC.
DATE: MAY g_A 2012
A judgment in the amount of $70,070.60, plus interest at the rate per day rate of $75.63
from April 18, 2012, plus 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.
3555546
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
SUSQUEHANNA BANK, Successor by
Merger to GRAYSTONE BANK
Plaintiff
V.
CUMBERLAND VALLEY
DEVELOPMENT, INC.
,j 1"VtJ.i
Attorney for Plaintiff
COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY,
PENNSYLVANIA
CIVIL ACTION -- LAW
No. IP- ? P 3 5 L ?'r?
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 1826 Good Hope Drive. Enola, PA
17025
The registered address for the Defendant, Cumberland Valley Development, Inc. is 71
Silver Crown Drive, Mechanicsburg, PA 17055.
Respectfully submitted,
BARLEY SNYDER LLP,
MA
By:
William 1 ' olb r.:, Esquire
3555544
SHERIFF'S OFFICE OF CUMBERLAND COUNTY
Ronny R Anderson
Sheriff
Jody S Smith wa?y?rt o{ ?nru6r x'144 D
Chief Deputy rr?
Richard W Stewart
-
Solicitor Fi FF,. -co
Susquehanna Bank
vs. Case Number
Cumberland Valley Development, Inc. 2012-3235
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: $78.00
June 14, 2012
JASO VIO L, DEPUTY
SO ANSWERS,
RbNl`W R ANDERSON, SHERIFF