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HomeMy WebLinkAbout12-3236F i 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. WESTHAFER CONSTRUCTION, INC. COURT OF COMMON PLEAS OF CUMBERLAND COUNTY. PENNSYLVANIA CIVIL ACTION - LAW No. -'?3 ??Lt 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 S 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 S 70,070.60 Interest continues to accrue at the per diem rate of 58.72 from April 18, 2012, continuing late fees, and costs of collection. BARLEY SNY R LLP By. William F. o y, Jr. s ire 5482'), Attorney for Plaintiff ? ? Vim{ ? y (? ' ?° ss7 NrA ?ti?? ??ec1 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. WESTHAFER CONSTRUCTION, INC. De,(endant COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW COMPLAINT CONFESSION OF JUDGMENT 1. The Plaintiff, Susquehanna Bank, Successor by Merger to Graystone Bank, is a banking corporation maintaining an address of 1828 Good. Hope Drive, Enola, PA 17025. 2. Westhafer Construction, Inc. (the "Defendant") 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. and not a consumer, transaction, Defendant and Steven E. Westhafer executed to the order of, and delivered to Plaintiff a certain Promissory Note (`Note") pursuant to which the Defendant promised to pay to Plaintiff the principal amount of Sixty Thousand Dollars ($60,000.00), plus interest and late fees thereon as therein provided (the "Note"). A true and correct copy of the Note is attached hereto, made a part hereof, and marked as Exhibit "A." A true and correct copy of the Disclosure for Confession of Judgment is attached hereto, made a part hereof, and marked as Exhibit "B". 355074?-1 4. 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 "C''. The Note and Agreements are hereinafter collectively referred to as the "Note'". 5. The Note has not been assigned and the Plaintiff is the owner of the Note. 6. This Court has subject matter jurisdiction over all causes of action under the Note. 7. The Defendant is in default because the Defendant has failed, refused, and continues to fail and refuse to pay the monthly payments from January 15, 2012, and monthly thereafter, due Plaintiff under and pursuant to the Note. 8. The Plaintiff has made a demand upon Defendant for payment under and pursuant to the terms and conditions of the Note, which the Defendant has failed and refused to pay. A true and correct copy of the demand is attached hereto, made a part hereof, and marked as Exhibit "D". 9. After a default under the terms and conditions of the Note, the Plaintiff may accelerate the full balance due under the Note and declare the entire indebtedness immediately due and payable to Plaintiff without further notice to the Defendant. Plaintiff exercises this option. 10. Judgment is not being entered by confession against a natural person in connection with a consumer credit transaction. 11. Judgment has not been entered on the warrant of attorney contained in the Note in any jurisdiction. 3550742-t 12. An itemization of the amount due and owing to the Plaintiff by the Defendant under the Note and Mortgage, as of April 18, 2012, is as follows: Principal Balance $ 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 $8.72 from April 18, 2012, plus late fees, and costs of collection. 1 ?. The warrant of attorney contained in the Note provides for the confession of judgment against the Defendant for the entire principal balance owed under the Note, all accrued interest, late charges., together with costs of suit and an attorneys commission of ten percent (100/,)) of the unpaid principal balance and accrued interest. WHEREFORE, Plaintiff, prays your Honorable Court to grant judgment in favor of the Plaintiff and against the Defendant in the sum of Seventy Thousand Seventy Dollars and Sixty Cents ($'70,070.60), plus interest at the per diem rate of $8.72, from April 18, 2012, late fees, and costs of collection. BARLEY S DER LLP By: Wi liar of , Jr. wire Attorneys for intiff 3550-,42-I PROMISSORY (VOTE 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 ("Lender"), or order, in lawful money of the United States of America, the principal amount of Sixty Thousand & 00/100 Dollars ($60,000.00); 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 data, beginning February 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 6.751A. 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 time to time based an changes in an index which is Lender's Prime Rate (the "Index"l. 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 then 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 taw. 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 (0) 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 not to send Lender payments marked "paid in full", "without recourse", or similar language. If Borrower sends such a payment, Lender mey 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:'0 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 exceed the maximum interest rate limitations under applicable law. DEFAULT. Each of the following shall constitute an event of default I"Event of Default") under this Note: Payment Default. Borrower fails to make any payment when due under this Note. Other Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Note or in any of the related documents or to comply with or 1 o perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower. False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Note or the related documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter.' Insolvency. The dissolution or termination of Borrower's existence as a going business, the insolvency of Borrower, the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the loan- This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute. Events Aifecting 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 =1vvnership_ Any change in ownership of twenty-five percent (25%) or more of the common stock ul Borrower r? " PROMISSORY NOTE Loan No: 4-6816 (Continued) Page 2 Adverse Change. A material adverse change occurs in Borrower's financial condition, or Lendf:r 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 or a breach of the same provision of this Note within the preceding twelve 021 months, it may be cured if Borrower, after receiving written notice from Lender 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 practice! 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 of vacate any automatic stay or injunction), and appeals. If not prohibited by applicable law, Borrower also will pay any court r,nsts, 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 and, to the extent not preempted by federal law, the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions. This Note has been accepted by Lender in the Commonwealth of Pennsylvania. CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of the courts of Dauphin County, Commonwealth of Pennsylvania. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in till 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 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. SECURITY. All collateral (as herein defined) is security for this Nate 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 III) in which a security interest has been granted to Lender pursuant to this Note, CROSS COLLATERALIZEICROSS DEFAULT. This loan will be crass-collateralizedlcross-defaulted with all other loans from Borrower, or any of Borrower's related entities, to Lender. If at any time theme 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 othurs. 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. H any part of this Note cannot be enforced, this fact will riot affect the rest of the Note. Lender may delay or forgo enforcing any of its rights or remedies under this Note wilthout losing them. Each Borrower understands and agrees that, w•iq) 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; (bl 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, arid 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 safe 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 Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan or release any party or guarantor or collateral; or impair, fail to realize upon or perfect Lender's security interest in the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone. A8 such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Note are joint and several. If any. portion of this Note is for any reason determined to be unenforceable, i', will not affect the enforceability of any other provisions of this Note. CONFESSION OF JUDGMENT. BORROWER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR BORROWER AFTER A DEFAULT UNDER THIS NOTE AND WITH OR WITHOUT COMPLAINT FILED, 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 THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS ($500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS NOTE OR A COPY OF THIS NOTE VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS NOTE TO CONFESS JUDGMENT AGAINST BORROWER SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL. PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS NOTE. BORROWER HEREBY WAIVES ANY RIGHT BORROWER MAY HAVE TO NOl ICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND. STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO BORROWER'S ATTENTION OR BORROWER HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. 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 By. ?RUCTIONL:7?? (Seal) Steven E. West afe , President Westhafer Construction, Inc. X C?A !- 1/( J? [Seal) Steven E. Westhafer, Individually LENDER: GRAYSTONEIBANK X 5..2.00.004 C".HF.WJ r-.*.l 6mwuon 4-'007.1009. M%-PO«rv, -PA SAPI-ilACAI[fi} WFC DISCLOSURE FOR CONFESSION OF JUDGMENT Borrower, Westhafer Construction, Inc. Lender: GRAYSTONE (TANK Steven E. Westhafer Capital Region 71 Silver Crown Drive 112 Market Street Mechanicsburg, PA 17055 Harrisburg, PA 17101 Declarant: Westhafer Construction, Inc. 71 Silver Crown Drive Mechanicsburg, PA 17055 DISCLOSURE FOR CONFESSION OF JUDGMENT THE UNDERSIGNED IS EXECUTING ON BEHALF OF DECLARANT, THIS DAY OF ?EENTT 20M ,A PROMISSORY NOTE FOR $60,000.00 OBLIGATING DECLARANT TO REPAY TAT AMOUNT, A. THE UNDERSIGNED UNDERSTANDS THAT THE NOTE CONTAINS A CONFESSION OF JUROVIS N HAT WOULD PERMIT LENDER TO ENTER JUDGMENT AGAINST DECLARANT IN COURT, AFTER A DEFAULT ON THE NOTE, WITHOUT ADVANCE NOTICE TO DECLARANT AND WITHOUT OFFERING DECLARANT AN OPPORTUNITY TO DEFEND AGAINST THE ENTRY OF JUDGMENT. IN EXECUTING THE NOTE, BEING FULLY AWARE OF DECLARANT'S RIGHTS TO ADVANCE NOTICE AND TO A HEARING TO CONTEST THE VALIDITY OF ANY JUDGMENT OR OTHER CLAIMS THAT LENDER MAY ASSERT AGAINST DECLARANT UNDER THE NOTE, THE UNDERSIGNED, ON BEHALF OF THE DECLARANT, IS KNOWINGLY, INTELLIGENTLY, AND VOLUNTARILY WAIVING THESE RIGHTS, INCLUDING ANY RIGHT TO ADVANCE NOTICE OF THE. ENTRY OF JUDGMENT, AND THE UNDERSIGNED EXPRESSLY AGREES AND CONSENTS TO LENDER'S ENTERING JUDGMENT AGAINST DECLARANT BY CONFESSION AS PROVIDED FOR IN THE CONFESSION OF JUDGMENT PROVISION. B, THE UNDERSIGNED FURTHER UNDERSTANDS THAT IN ADDITION TO GIVING LENDER THE RIGHT TO ENTER JUDGMENT AGAINST DECLARANT WITHOUT ADVANCE NOTICE OR A HEARING, THE CONFESSION OF JUDGMENT PROVISION IN THE NOTE ALSO CONTAINS LANGUAGE THAT WOULD PERMIT LENDER, AFTER ENTRY OF JUDGMENT, AGAIN WITHOUT EITHER ADVANCE NOTICE OR A HEARING, TO EXECUTE ON THE JUDGMENT BY FORECLOSING UPON, ATTACHING, LEVYING ON, TAKING POSSESSION OF OR OTHERWISE SEIZING DECLARANT'S PROPERTY, IN FULL OR PARTIAL. PAYMENT OF THE JUDGMENT. IN EXECUTING THE NOTE, BEING FULLY AWARE OF DECLARANT'S RIGHTS TO ADVANCE NOTICE AND A HEARING AFTER JUDGMENT IS ENTERED AND BEFORE EXECUTION ON THE JUDGMENT, THE UNDERSIGNED, ON BEHALF OF THE DECLARANT, IS KNOWINGLY, INTELLIGENTLY AND VOLUNTARILY WAIVING THESE RIGHTS, AND THE UNDERSIGNED EXPRESSLY AGREES AND CONSENTS TO LENDER'S IMMEDIATELY EXECUTING ON THE JUDGMENT IN ANY MANNER PERMITTED BY APPLICABLE STATE AND FEDERAL LAW, WITHOUT GIVING DECLARANT ANY ADVANCE NOTICE. C. AFTER HAVING READ AND DETERMINED WHICH OF THE FOLLOWING STATEMENTS _ ARE APPLICABLE, BY INITIALING EACH STATEMENT THAT APPLIES. THE UNDERSIGNED REPRESENTS THAT: INITIALS t 1. DECLARANT WAS REPRESENTED BY DECLARANT'S OWN INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THE NOTE, LLA) 2. AJREPRESENTATIVE OF LENDER SPECIFICALLY CALLED THE CONFESSION OF JUDGMENT PROVISION IN THE NOTE TD DECLARANT'S ATTENTION. THIS DISCLOSURE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS DISCLOSURE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING 'TO LAW, DECLARANT: WE5 ER CONSTRUCTION, INC• / BY; (Seal) even est a er, President of t a er Constructi n, Inc. La5Fl1 MOItM?,y. Yr-l./500.001 C?01. w•ne T?naf?agyain,, 4•10ei, Ia». MmMw.Rwnwi. -PA S:,pp,ul?.lCfIVIPI.,C10.FC i0.9f60 OP-3 -? CHANGE IN TERMS AGREEMENT i3orrower: 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 Dale 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 00/100 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 & 001100 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 Lender's 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%_ 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 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 [tie 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 Borrowers request The interest rate change will not occur more often than each day, Borrower understands that Lender may make bans 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 nurnher 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 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 Lender's rights under this Agreement, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes "payment In full" of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be•. malled 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 conthue to accrue after the date of judgment at the rate in effect at the time judgment is entered. However, in no event will the interest rate exceed the maximum Interest rate limitations under applicable law. DEFAULT. Each of the following shall constitute an Event of Default under this Agreement: Payment Default. Borrower fails to make any payment when due under the Indebtedness. Other Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Agreement or in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower. False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Agreement or the Related Documents is false or misleading in any material respect, either now or at the time made or fumished 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 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 Borrower or by any governmental agency against any collateral securing the Indebtedness. This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there Is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the credltor or forfeiture proceeding and deposits with CHANGE IN TERMS AGREEMENT Loan No: 4-6816 (Continued) Page 2 Lender monies or a surety bond for the creditor at 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 arty 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 rnay hire or pay someone else to help collect this Agreement If Borrower does not pay. Borrower wilt pay Lender that amount. This Includes, subject to any limits under applicable law, Lender's reasonable attorneys' fees and Lenders legal expenses, whether or not there is a lawsuit, including reasonable attorneys' fees, expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic: slay 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 Lenders request to submit to the jurisdiction of the Courts o` Dauphin County, Commonwealth of Pennsylvania. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrowers accounts with Lender (whether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the indebtedness against any and all such accounts. CONTINUING VALIDITY. Except as expressly changed by this Agreement, the terms of the original obligation or obligations, including all agreements evidenced or securing the obligation(s), remain unchanged and in full force and effect. Consent by Lender to this Agreement does not waive Lender's right to strict performance of the obligation(s) as changed, nor obligate Lender to make any future change in terms. Nothing in this Agreement will constitute a satisfaction of the obligation(s). It Is the intention of Lender to retain as liable parties all makers and endorsers of the original obligation(s), Including accommodation parties, unless a party Is expressly released by Lender in writing. Any maker or endorser, Including accommodation makers, will not be released by virtue of this Agreement. If any person who signed the original obligation does riot sign this Agreement below, then all persons signing below acknowledge that this Agreement is given conditionally, hased 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 shalt 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 not to perfect, and release any security, with or without the substitution of now 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 wlth 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 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, Ali 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 realise upon or perfect Lender's security interest in the collateral; and take any other action deemed necessary by Lender without the consent Oi 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: 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; ?Seal? By, sthafer Gonstructlon, Inc. pp x -(Seal) Steven E. Westhafer, Individually LENDER: / WE AFER CONSTRUCTION, INC. . Steven E. Westhafer, President f We BANK, A DIVISION OY, GRAJYST.ONE TOWE CHANGE IN TERMS AGREEMENT Borrower: Wosthafer Construction, Inc. Lender: Graystone Bank, a Division of Graystona Tower Pink Steven E. Wasthafer Capital Region 71 Silver Crown Drlva 112 Market Street Mechanicsburg, PA 17055 Harrisburg, PA 171D1 Principal Amount: $110000.00 Date of Agreement; December 15, 2008 DESCRIPTION OF EXISTING INDEBTEDNESS. On January 15, 2009, Borrower executed and delivered to Lender a Prorr:issory Note in the original Principal Amount of Sixty Thousand and 001100 Dollars ($60,000,00) ("Note"). DESCRIPTION OF CHANGE IN TERMS. Effective the da'le of this Agreement, Lander 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 January 2, 2010. On January 3, 2010, the Pitnelpai Amount of the Note will revert to Sixty Thousand and 001100 Dollars ($60,000.00). Any principal arnount outstanding In oxcoss of $60.ODO.00 will be Immediately due and payable. PROMISE TO PAY. Wosthafer Construction, lnc.; and Steven E. Westhafer ("Borrower") jointly and severally promise to pay to Graystona Bank, a Divlslon of Graystona Tower Bank ("Lender"), or order, In lawful money of the United States of America, the prlndpal amount of Ono 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 payrnant changes resulting from changes In the Index, Borrower will pay this loan In accordance with the following paymont schedule: Borrower will pay this loan Immediately upon Lender'a demand. Borrower will pay regular monthly payments of all aecnied 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 revert to Graystona Tower Battles Prime Rate (as defined h Variable Interest Rate below) plus 2.00% (with a 5.00% floor). On January 3, 2010, 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 payablo. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpald 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 loan Is subject to change from time to time 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 lowest rata available from Lender at any given time, Lander will tell Borrower the current Index rate upon Borrower's request. The Interest rate change will not occur more often then 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. Lander, 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, (8) Increase Borrower's payments to cover accruing Interest, (C) Increase the number of Borrower's payments, and (0) continue Borrower's payments at the same amount and Increase Borrower's final payment. 114TEREST CALCULATION METHOD. Interest on this loan is computed on a 3651360 balls; that Is, by applying the ratio of the Interest rate over a year at 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal batance 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 to writing, relieve Borrower of Borrower's obligation to continue to make payments under (he payment schedule. Rather, early payments will reduce the principal balance due and may result.in Borrower's making fewer payments. Borrower agrees not fo sand Lender payments marked "paid in full", 'without recourse', o- similar language If Borrower sends such a payment, Lender may accept k 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 cif other payment Instrument that Indicates that the payment constitutes "paymont In full" of the amount owod or that Is tendered with other conditions or limitations or ns full satisfaction or a disputed amount must be mailed or delivered to: GRAYSTONE TOWER BANK, 112 Markel Street Harrisburg, PA 17101. LATE CHARGE. It 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, tho 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 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 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 pe4unn any term, obligation, covenant or condition contained in any other agreernenl between Lender and Borrower. False Statements. Any warranty, represeniallon or statement me:de 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 exlstem a as a going business, the insolvency of Borrower, the appomiment of a receiver for any pact of Borrower's property, any assignment for the benefit of credltors, any type of creditor workout, or the nommencemenl of any proceeding under any bankruptcy or Insolvency laws by or against Borrower. Creditor or Forfeiture Proceedings. Commencement of toraclosum or forfellure procaadings, 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 is garnishment of any of Borrower's accounts, Including deposit accounts, with Lender. Howevor this Even[ CHANGE IN TERMS AGREEMENT Loan No: 4000006816 (Continued) page 2 of Default shall not apply If there Is a good faith dispute by Harrower 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 delennined by Lender, In Its seta 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 Iwonty-five percent (25%) or more of the common stock of Borrower. Adverse Change. A material adverse change occurs In Borrowers financial condition, or Lender ballavas the prospect of payment or performance ofthe 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 (12'1 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 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, Lander may, after giving such notices as required by applicable law, declare the entire unpaid principal balance under this Agreement and all accrued unpaid interest immedtately due, and then Borrower will pay that amount, ATTORNEYS' FEES; EXPENSES. Lander may hire or pay someone else to help collect this Agreement If Borrower does net pay. Borrower will pay Lender that amount. This includes, subject to any limits under applicable law, Lender's reasonable attorneys' fees and Lenders legal expenses, whether or not there Is a lawsuit, including reasonable attorneys' fees, expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or in)unctlon), 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 WAtVER. Lender and Borrower hereby waivo the aghl to any jury trial In any action, proceeding, or counterclaim brought by either Lander 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 oy Lander 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 end 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 setelf 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 Lenders right to strict performance of the obligation(s) as changed, nor obligate Lender to make any future change in terns. Nothing in this Agreement will constitute a satisfact)on of the obligation(s). It is the Intention of Lender to retain as 'liable parties ail makers and endorsets of the original obligation(s), including accommodation parties, unless a parry 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 Lander that the non-signing parry 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, modification or release, but also to alt such subsequent actions. SUCCESSOR INTERESTS. The terms of this Agreement shall be binding upon Borrower, and upon Borrower's heirs, personal representatlvea, successors, and assigris, and shall be enforceable by Lender and Its successors and assigns. MISCELLANEOUS PROVISIONS. If any part of this Agreement cannot be enforced, this fact will not affect the rest of the Agreement. Lander 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 tfmas the lime 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 mariner of sale thereof, including without Ilrnllation, any non-judicial safe 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, andorsers, 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 am 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 staled to writing, no party who signs this Agreement, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such patties agree that Lender may renew or extend (repeatedly and for any length of time) this ban or release any party or guarantor or collateral; or impair, 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 noiloo 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 AMC, HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. BORROWER! WE AFER CONSTRUCTION, IN '. By: _JSeal) Staven E. asthafar, President Westhafer Construction, Inc. X ?jSealj Steven E. WestJhafer, Individually -` LENDER. / GRAYSTONE BANK. A DIVISION OF GRAYSTor: TOWER BANK 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: 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 subsquent 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 January 2, 2010. DESCRIPTION OF CHANGE IN TERMS. Effective 11te date of this Agreement, Lender and Borrower have agreed to a temporary increase in lie Principal Amount of the Note to One Hundred Ten Thousand and 001100 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.(30). 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 & 001100 Dollars ($110,000.00), together with interest on the unpaid principal balance from March 16, 2010, until paid in full. PAYMENT. Subject to arty 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 5.001/ floor). Unless elherwlse 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 tate on this loan is subject to change from time to time 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 htay not be the lowest rate available from Lender at any given time. Lender will tell Borrower the current Index rate 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 Yates 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 taw. Whenever increases occur in the interest rate, Lender, at its option, rnay 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 Bonowers 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 on a 3651360 basis; flint is, by applying the ratio of the Interest rate over a year of 360 clays, 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 ar a portion of ,he 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, 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 tender, All written communications concerning disputed amounts, including any check or other payment Instrument that indicates that (he payment constitutes "payment In full" of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: GRAYSTONE TOWER BANK. 1£326 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 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 tha date of ludcgrneni at the rate to effect at the time judgment Is entered. However, in no event will the Interest rate exceed the madmen interest rate limitations under applicable law. DEFAULT. Each of the following shall constitute an Event of Default under this Agreement: Payment Default. Borrower fails to make any payment when due under the Indebtedness. Other Defaults. Borrower falls to comply with or to perform any other lent, obligation, covenant or condition contained in this Agreement or in any of the Related Dncumenls or to comply with or to perlorm any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower. False Statements. Any warranty, representation or stalement rnacie 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 lime thereafter. Insolvency. The dissolution or termination of Borrowers existence as a going business, the insolvency of Borrower, the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower. Creditor, or Forfeiture Proceedings. Commencement of foreclosure or forfehure proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any colhteral securing the indebtedness. This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However, this Event of Default shall riot apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of CHANGE IN TERMS AGREEMENT Loan No. 4000006816 (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 or a surely bond for the creditor or fortellure proceeding, in an amount datermlned 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 arty Guarantor of any of the Indebtedness or any Guarantor dies or becomes incompetent, or revof,es 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 Borrowers financial condition, or Lender believes the prospect of payment or performance of the Indebtedness Is impaired. Cure Provisions. If any default, other than a default in payment is curable and if Borrower has not been given a notice of a breach of the same provision or 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 modify or vacate any automatic stay or Injunction), and appeals. if not prohibited by appflcable law. Borrower also will pay any court costs, in addition to all other sums provided by law. JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either Lender or Borrower against the other. GOVERNING LAW. This Agreement will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions. This Agreement has been accepted by Lender In the Commonwealth of Pennsylvania. CHOICE OF VENUE. If there Is a, lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of the courts of Dauphin County. Commonwealth of Pennsylvania. RIGHT OF SETOFF. To the extent permitted by applicable 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 fn the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the indebtedness against any and all such accounts. CONTINUING VALIDITY. Except as expressly changed by this Agreement, the terms of the original obligation or obligations, including all agreements evidenced or securing the obligation(s), remain unchanged and in full force and effect. Consent by Lender to this Agreement does not waive Lender's right to strict performance of the obligation(s) as changed, nor obligate Lender to make any future change in terms. Nothing in this Agreement will constitute a satisfaction of the obligation(s). It is the Intention of Lender to retain as liable parties all makers and endorsers of the orlginal obligation(s), including accommodation parties, unless a party is expressly released by tender 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 extenslon, modification or release, but also to all such subsequent actions. SUCCESSOR INTERESTS. The terms of this Agreement shall be binding upon Borrower, and upon Borrower's heirs, personal representatives, successors, and assigns, and shall be enforceable by Lender and Its successors and assigns. MISCELLANEOUS PROVISIONS. If any part of this Agreement cannot be enforced, this fact will not affect the rest of the Agreement- Lender may delay or forgo enforcing any of its rights or remedies under this. Agreement without losing them, Each Borrower understands and agrees that, with or without notice to Borrower, Lender may whin 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 now 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 deterrnina; (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 terms of this Agreement, and unless otherwise expressly stated in writing, no party who signs this Agreement, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that lender may renew or extend (repeatedly and for any length of time) this loan or release any party or guarantor or collateral; or impair, fail to realize upon or perfect Lender's security interest in the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Agreement are joint and several. CHANGE IN TERMS AGREEMENT Loan No: 4000006816 (Continued) Page 3 PRIOR TO SIGNING THIS AGREEMENT, EACH BORROWER READ AND UNDERSTOOD ALL THE PROVISION$ 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 CONSTITUIF AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. BORROWER: WESTHAFER CONSTRUCTION, INC 8y: r -,Seal) Steven E. Westhafer, Presid of Westhafer Construction, Inc. X - I il- ?' 1"4?r_?- . _? JSeal} -%;i:? Steven E. Westhafer, Individually LENDER GRAYSTONE BANt, A DIVISION OF CX<AYSTgNE TOWER BANK IAiER MOIWup-Vw.S.E900.00]C?r.HrV.bP:..ns.l iW.4ons. i.?:.1b4t. 2014 FbflY?+R?u.N. -PA P.ICPt1Pl?OE4L GL TR10.l4 K{1 -?--???- CHANGE IN TERMS AGREEMENT i3orrower: Westhafer Construction, Inc. - Lender: Graystone Bank, a Division of Graystone Tower Bank Steven E. Westhafer Capital Region 71 Silver Crown Drive 112 Marke( Street Mechanicsburg, PA 17055 Harrisburg, PA 17101 Principal Amount: $110,000.00 Date of Agreement: Jurle 25, 2010 DESCRIPTION OF EXISTING INDEBTEDNESS. On January 15. 2009. Borrower executed and delivered to I-ender 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 ilia Principal Amount of the Note to OneHundred Ten Thousand and 00/100 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, 2010. 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 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 & 001100 Dollars ($110,000.00), together with interest on the unpaid principal balance from June 25, 3010, until paid In full. PAYMEN It, Subject to any payment changes resulting from changes In the Index, Borrower will pay this loan in accordance will) 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 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 fas 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 to any late charges and then to any unpaid collection costs. Borrower will pay Lender at Lender's address shown above or all such other place as Lender may designate in writinc. 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;; 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 at any given time. Lender will tell Borrower the current Index rate upon Borrowers request. The interest rate change will not occur more often than each day. Borrower understands that Lender may make loans based an 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 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 Borrowers 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 tine 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 indica{es that the payment constitutes "payment m full- of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed arnount roust be mailed or delivered to: GRAYSTONE TOWER BANK, 18.?8 Good Hope Road Enola, PA. 17021, 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 shah be increased by adding an additional 2-000 percentage point margin ("Default Rate Margin")- The Default Rate Margin shalt 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 lithe judgment is entered. However, in no event will the Interest rate exceed the maximum interest rate limitations under applicable law. DEFAUI T. 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 Borrowers behalf under this Agreement or the Related Documents is false or misleading in any material respect, either now or at the time made or turnished or becomes false or misleading at any time thereafter. Insolvency, The dissolution or termination of Borrowers existence as a going business, the Insolvency of Borrower, the appointment of a receiver for any part of Borrower's property, any assignment for the henefit of creditors, any type of creditor workout, or the, commencement of any proceeding under any bankrupicy or Insolvency taws 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 at 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 if 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 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 tender believes the prospect of payment Or performance of the Indebtedness Is Impalred. 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 iniltates steps which Lender deems in Lenders 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, Lender may. after giving such notices as required by applicable law, declare the entire unpaid principal balance under this Agreement and all accrued unpaid interest Immediately due, and then Borrower will pay that amount ATTORNEYS' FEES; EXPENSES, Lender may hire or pay someone else to help collect this Agreement If Borrower does not pay. Borrower will pay Lender that amount. This includes, subject to any limits under applicable law, Lender's reasonable attorneys' fees and Lender's legal expanses, 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 nct 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 elther Lender or Borrower against the other. GOVERNING LAW. This Agreement will be governed by federal taw 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 Lenders request to submlt 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 tender (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 Lenders right to strict performance of the obligation(s) as changed, nor obligate Lender to make any future change In terms- Nothing in this Agreement will constitute a satisfaction of the obligation(s). It is the intention of Lender to retain as tlable 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 aft such subsequent actions. SUCCESSOR INTERESTS. The terms of this Agreentant shall be bindi.ng upon Borrower, and upon Borrower's heirs, personal representatives, successors, and assigns, and shall be enforceable by Lender and its successors and assigns. MISCELLANEOUS PROvisioNS- If any part of this Agreement cannot be enforced, this fact will not affect the rest of the Agreement. Lender may delay or forgo enforcing any of Its rights or remedies under this Agreement without losing them. 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 toans 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 determtne; (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 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 lime) this loan or release any party or guarantor or collateral; or impair, fall to realize upon or perfect Lenders security interest in the collateral: and take ally 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 fER CQNSTRUCTIONBy: Seal) Steven E. Westhafer, President of Westhafer Constriction, Inc. X G Seal) Steven . Westhafer, Individually LENDER: GRAYSTONFJBANK, A DIVISION OF GRAYWONE TOWER BANK USF -I.wu-11.66,000; --- --l Sd4-I--fBPT. 30,0. --q4 A-- -AA PICf?thblOC.fO Th It.. PRJ 91 7199 9991 7030 3418 2437 Miarch 21. 2012 Susque an?4a VIA 15' CLASS MAIL AND CERTIFIED MAIL RETURN RECEIPT REQtrr-STED Westhafer Construction, Inc. Steven E, Westhafer Cumberland Valley Development.. Inc. 71 Silver Crown Drive Mechanicsburg, PA 17055 Re: Loans In Original Principal Amounts of $125,000.40, $970,000.00 and $60,000.00 By Susquehanna Bank, successors by merger to Graystone Bank, To Westhafer Construction, Inc.. Steven E. Westhafer and Cumberland Valley Development, Inc. Dear Mr. Westhafer: Susquehanna Bank, successor by merger to Graystone Bank (the "Lender") made a loan to WEN sthafer Construction Inc. (the "Borrower") in the original principal amount of One Hundred Twenty-Five Thousand Dollars ($125.000.00;: a loan to Cumbedand Valley Development, Inc., (the "Borrower") in the original principal amount of Nine Hundred Seventy Thousand Dollars ($970,000.00) and a loan to Westhafer Construction; Inc. and Steven E. Westhafer: (the "Borrower") in the original principal amount of Sixty Thousand Dollars ($60,000.00) respectively. The loan in the original principal amount: of One Hundred Twenty-f=ive Thousand Dollars ($125,000.00) is evidenced by a Promissory Note dated May 16, 2006, a Change in Terms Agreement dated May 29, 2008, an Oper:-End 1ortgage dated May 16; 2006, a Business Loan Agreement dated May 16; 2006 and various documents relating to the loan (collectively, the "Lean 1 Documents°). The loan in the original principal amount of Nine Hundred Seventy Thousand Dollars ($970;000.00) is evidenced by a Promissory Note dated May 31, 2006, Change in Terms ,agreements dated May 29, 2008, July 17, 2008; October 27, 2008, October 28, 2009, March 10, 2010, June 25, 2010 and May 25, 2011, two Open-End Mortgages dated May 31. 2006; a Modification of Mortgage dated January 15; 2009; a i?onstruction Loan Agreement dated May Westhafer Construction, Inc. Steven Westhafer March 21, 2012 Page 2 31, 2006 and various documents relating to the loan (collectively, the "Loan 2 Documents"). The loan in the original principal amount of Sixty Thousand Dollars ($60,000.00) is evidenced by a Promissory Note dated January 15, 2009, Change in Terms dated September 18, 2009, December 15, 2009, March 16, 2010, June 25, 2010, an Open-End Mortgage dated January 15, 2009, a Business Loan Agreement dated January 15, 2009, and various documents relating to the loan (collectively, the "Loan 3 Documents"). The Loan 1 Document;, Loan 2 Documents, and Loan 3 Documents shall be referred to collectively as the ("Loan Documents"). Pursuant to a Commercial Guaranty dated May 16, 2006 and May 31, 2005, Steven E. Westhafer, (the "Guarantor") unconditionally guaranteed the payment and performance of the Borrower's obligations to the Lender under the Loan 1 and 2 Documents. A Commercial Guaranty dated January 15, 2009, by Cumberland Valley Development, Inc. (the "Guarantor") unconditionally guaranteed the payment and performance of the of the Borrower's obligations to the Lender under the Loan 3 Documents. The Borrower's obligations to the Lender under the Loan Documents are due and payable upon demand by the Lender whether or not the Borrower is in default. Moreover, the Borrower is in default under the Loan Documents due to its failure to make payments when and as due under the Loan Documents. Accordingly, the Lender demands that the Borrower pay its obligations under the Loan Documents immediately As of March 21, 2012, the balance outstanding under the Loan 1 Documents is $119,501.81. Interest accrues on the unpaid principal balance at the rate of $19.77 per day after March 21, 2012. In addition to the above amounts, the Borrower is obligated to pay all reasonable attorneys' fees and expenses incurred by the Lender in enforcing the Loan 1 Documents. As of March 21, 2012, the balance outstanding under the Loan 2 Documents is $507,487.46. Interest accrues on the unpaid principal balance at the rate of $75.63 per day after March 21, 2012. In addition to the above amounts, the Borrower is obligated to pay all reasonable attorneys' fees and expenses incurred by the Lender in enforcing the Loan 2 Documents. As of March 21, 2012, the balance outstanding under the Loan 3 Documents is $63,484.05, Interest accrues on the unpaid principal balance at the rate of $8.73 per day after March 21, 2012. In addition to the above amounts, Westhafer Construction, Inc. Steven Westhafer March 21, 2012 Page 3 the Borrower is obligated to pay all reasonable attorneys' fees and expenses incurred by the Lender in enforcing the Loan 3 Documents. The Lender hereby demands that the Borrower pay the amounts set forth by certified check, cashier's check or wire transfer by March 31, 2012. Nothing in this letter should be deemed an agreement by the Lender to forbear from enforcing any rights or remedies available to it under the Loan Documents or applicable law. The Lender reserves all of its available rights and remedies. Moreover, acceptance by the Lender of payment of less than the full amount due under the Loan Documents shall not constitute. a waiver of the demand for payment of all amounts due, or any of the rights available to the Lender under the Loan Documents or applicable law. Susquehanna Bank Lisa Painter VP, Loan Workout Officer OREO/Workout Dept Phone: 117-724-4605 VERIFICATION Lisa Painter verifies that she is the Loan Workout Officer of Susquehanna Bank, Plaintiff in the within matter, that she is authorized to execute this Verification on its behalf, and that the facts set forth in the within Complaint are true and correct to the best of her knowledge, information and belief. She understands that false statements herein are made subject to the penalties of 18 Pa.C.S. Section 4904 relating to unsworn falsification to authorities. Date: Lisa. Painter 35,00742-1 BARLEY SNYDER LLP William C. Colby, Jr., Esquire Court I.D. No. 46880 50 North Fifth Street, P.O. Box 942 Reading, PA 19603-0942 (610) 376-6651 Attorney for Plaintiff SUSQUEHANNA BANK, Successor by Merger to GRAYSTONE BANK Plaintiff v. WESTHAFER CONSTRUCTION, INC. nt COURT OF COMMON PLEAS OF CUMBERLAND COUNTY. PENNSYLVANIA CIVIL ACTION - LAW No. i a- 30)3 b C_jU L I CERTIFICATE OF RESIDENCE PA. R.C.P. 236 I, William F. Colby, Jr., Esquire, Attorney for the Plaintiff, hereby certify to the best of my knowledge, information and belief that the name and current address of each party is as follows: The address of the Plaintiff, Susquehanna Bank, is 1828 Good Hope Drive. Enola, PA 17025. The registered address for the Defendant, Westhafer Construction, Inc. is 71 Silver Crown Drive, Mechanicsburg, PA 17055. Respectfully submitted, BARLEY SN By: William F C? y, J Attorney (rf Plainti ?550742-f SUSQUEHANNA BANK, Successor by Merger to GRAYSTONE BANK Maintiff V. WESTHAFER CONSTRUCTION, INC. Def -ndant COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW No. 1 c ? (X ) Notice is hereby given that a judgment in the above-captioned matter has been entered against you in the amount of $70,070.60, on May 2012. (X) A copy of all documents filed with the Prothonotary . support of the within judgm re enclosed. 1 w Prothonotary Civil Division By: If you have any questions regarding this Notice, please contact the filing party: NAME: William F. Colby, Jr. 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: Westhafer Construction, Inc. ADDRESS: 71 Silver Crown Drive, Mechanicsburg, PA 17055 3550?4?-1 BARLEY SNYDER LLP William C. Colby, Jr., Esquire Court I.D.. No. 46880 50 North Fifth Street, P.O. Box 942 Reading, PA 19603-0942 (610) 376-6651 Attorney for Plaintiff SUSQUEHANNA BANK, Successor by Merger to GRAYSTONE BANK Plaintiff V. WESTHAFER CONSTRUCTION, INC. Defend 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: WESTHAFER CONSTRUCTION, INC. DATE: May 2012 A judgment in the amount of 570,070.60, plus interest at the rate per day rate of $8.72 from April 18, 2012, continuing late fees, and costs of collection has been entered against you and in favor of the Plaintiff, Susquehanna Bank, without any prior notice or hearing based on a confession of judgment contained in a written agreement or other paper allegedly signed by you. The sheriff may take your money or other property to pay the judgment at any time after thirty (30) days after the date on which this notice is served on you. You may have legal rights to defeat the judgment or to prevent your money or property from being taken. YOU MUST FILE A PETITION SEEKING RELIEF FROM THE JUDGMENT AND PRESENT IT TO A JUDGE WITHIN THIRTY (30) DAYS AFTER THE 3550'4?-1 DATE ON WHICH THIS NOTICE IS SERVED ON YOU OR YOU MAY LOSE YOUR RIGHTS. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW. THIS OFFICE CAN PROVIDE YOU WITH INFORMATION ABOUT HIRING A LAWYER. IF YOU CANNOT AFFORD TO HIRE A LAWYER. THIS OFFICE MAYBE ABLE TO PROVIDE YOU WITH INFORMATION ABOUT ,AGENCIES THAT MAY OFFER LEGAL. SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE. Cumberland County Bar Association 34 S. Bedford Street Carlisle, Pennsylvania 717-249-3166 Respectfully submitted, BARLEY SNYDER LLP By illia} .T? .,-r"squire tomev or Plaintiff 3550742-1 SHERIFF'S OFFICE OF CUMBERLAND COUNTY Ronny R Anderson Sheriff rttr ui ?uu1UPf?@ - Jody S Smith Chief Deputy Richard W Stewart Solicitor Susquehanna Bank vs. I Case Humber Westhafer Construction, Inc. 2012-3236 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: Westhafer Construction, Inc., by making known unto Steve Westhafer, Owner of Westhafer Construction, 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: $68.00 June 14, 2012 L, EPUTY JASr SO , RON R ANDERSON, SHERIFF ,C) CluntySWte Shenff. i-etie05utt. Inc.