HomeMy WebLinkAbout04-5084TUCKER ARENSBERG, P.C.
By: F. Stephenson Matthes
PA I.D. No. 67408
111 North Front Street
P.O. Box 889
Harrisburg, PA 17108-0889
Telephone:: 717-234-4121
Facsimile: 717~232-6802
THE LEGACY BANK,
2600 Commerce Drive
Harrisburg, PA 17110,
Plaintiff,
KRISTA K. BAER
71 Cold Springs Road
Carlisle, PA 17013,
Defendant.
COURT OF COMMON PLEAS
CUMBERLAND COUNTY
CIVIL DIVISION
NO, ¢'--/
ENTRY OF APPEARANCE
PRAECIPE FOR ASSESSMENT OF DAMAGES
AND CONFESSION OF JUDGMENT
TO THE PROTHONOTARY:
Kindly enter our appearance for and on behalf of the Defendant above
named.
Pursuant to the authority contained in the Warrant of Attorney separately
set forth in the Guaranty dated May 5, 2003, a true and correct copy of which is
attached as Exhibit A to the Complaint filed in this action, we hereby appear for
the Defendant in this matter, Krista K. Baer, and confess judgment authorized, in
favor of the Plaintiff and against the Defendant, as follows:
DAMAGES ARE ASSESSED AS FOLLOWS:
Principal balance under the Guaranty dated
May 5, 2003 as of August 5, 2004
Interest through August, 5, 2004
$300,000.00
2,614.59
$302,614.59'
*Together with all late charges and reasonable attorneys'
fees as per Guaranty (to be determined)
Dated:
72449.1
TUC,~KER ARENSBERG, P.C,
F. $
PA I.~;MNo. 67408
111 North Front Street
P.O. Box 889
Harrisburg, PA 17108-0889
Telephone: 717-234-4121
Facsimile: 717-232-6802
Attorneys for Plaintiff,
The Legacy Bank
-2-
TUCKER ARENSBERG, P.C.
By: F. Stephenson Matthes
PA I.D. No. 67408
111 North Front Street
P.O. Box 889
Harrisburg, PA 17108-0889
Telephone: 717-234-4121
Facsimile: 717-232-6802
THE LEGACY BANK,
2600 Commerce Drive
Harrisburg, PA 17110,
Plaintiff,
KRISTA K. BAER
71 Cold Springs Road
Carlisle, PA 17013,
Defendant.
COURT OF COMMON PLEAS
CUMBERLAND COUNTY
CIVIL DIVISION
NO.
COMPLAINT IN CONFESSION OF JUDGMENT
Plaintiff, The Legacy Bank (the "Bank"), by and through its attorneys,
Tucker Arensberg, P.C., flies this Complaint for judgment by confession pursuant to
Pennsylvania Rules of Civil Procedure 2950-2956 and, in support hereof, states as
follows:
1. The Bank is a national banking association with an address at 2600
Commerce Drive, Harrisburg, Pennsylvania 17110.
2. Defendant, Krista K. Baer, is an adult individual with a last known address
of 71 Cold Springs Road, Carlisle, Pennsylvania 17013.
3. The Defendant executed a certain Guaranty on May 5, 2003 (the
"Guaranty") pursuant to which the Defendant agreed to, and did, become unlimited
guarantor and surety for all obligations of HealthCore, LLC, (the "Borrower") to the
Bank, including but not limited to, Borrower's obligations to Bank under (i) that certain
Loan Agreement between the Borrower and the Bank dated May 5, 2003 and all related
documents (the "Agreements"). True and correct copies of the Guaranty and Note/Loan
Agreements are attached hereto and incorporated herein as Exhibits "A" and "B",
respectively.
4. Defendant, through the terms of the Guaranty, authorized the confession
of judgment against the Defendant.
5. Pursuant to the terms of the Guaranty, the Defendant was required to,
among other things, guarantee and act as surety for Borrower's obligations under the
Agreements.
6.
As a result (among other things) of Borrower's failure to pay certain
amounts as and when due under the Agreements, events of default occurred under the
Agreements.
7.
of default, the Bank was authorized to declare all amounts payable under the
Agreements to be immediately due and payable,
Pursuant to the terms of the Guaranty, upon the occurrence of an event of
default under the Agreements, the Bank was authorized to declare all amounts payable
under the Guaranty to be immediately due and payable.
Pursuant to the terms of the Agreements, upon the occurrence of an event
-2-
9. On or about August 10, 2004, the Bank sent letters to Borrower, notifying
the Borrower of the occurrence of events of default under the Agreements (the "Default
Letters") and declaring the unpaid principal amount of the Agreements, interest accrued
thereon, and all other amounts owing under the Agreements to be immediately due and
payable in full. True and correct copies of the Default Letter are attached hereto and
incorporated herein by reference as Exhibit "C".
10. On October 7, 2004, the Bank sent a letter to the Defendant, again
notifying the Defendant that all obligations under the Agreements were due and
payable. A true and correct copy of that letter is attached hereto and incorporated
herein as Exhibit "D".
11. Notwithstanding demand and default, the Borrower and the Defendant
have not paid the full amounts owed to the Bank under the Agreement.
12. Pursuant to the terms of the Agreements, upon the occurrence of an event
of default under the Guaranty, the Bank may appear for and confess judgment against
the Defendant for the amounts due and owing under the Guaranty.
13. Under the terms of the Guarantee, the Bank is entitled to recover from the
Defendant the costs of any suit, including attorneys' fees.
14. Under the terms of the Guaranty, the Defendant agreed that the Courts of
Common Pleas of the Commonwealth of Pennsylvania and any United States District
Court in Pennsylvania shall have jurisdiction with respect to matters involving the
Guaranty.
-3-
15.
Bank under the Guaranty are as follows:
Principal balance under the Guaranty dated
May 5, 2003 as of August 5, 2004
Interest through August 5, 2004
As of August 5, 2004, the amounts due and owing by the Defendant to the
$300,000.00
2,614.59
$302,614.59
*Together with all late charges and reasonable attorneys' fees as per
Guaranty (to be determined
16. The Note and the Guaranty had not been assigned by the Bank.
17. The Bank's claims against the Defendant are not based upon a residential
mortgage and Act 6 does not apply.
18. No judgment has been entered on the Guaranty in any jurisdiction.
19. The confession of judgment provision appearing in each of the Notes or
Guaranty is less than twenty (20) years old.
20. Judgment in favor of the Bank and against the Defendant is not being
entered against a natural person in a consumer credit transaction.
21. Judgment in favor of the Bank and against the Defendant as demanded is
authorized by the confession of judgment provisions contained in the Note and/or
Guaranty.
WHEREFORE, the Bank, as authorized by the Warrant of Attorney
contained in the Note and Guaranty, hereby demands that judgment by confession be
entered in its favor and against the Defendant, in the amount of $302,614.59, plus
-4-
interest accruing after August 5, 2004, plus costs and attorneys' fees and requests such
other and further relief as the Court may deem proper.
No. 67408
111 North Front Street
P.O. Box 889
Harrisburg, PA 17108-0889
Telephone: 717-234-4121
Facsimile: 717-232-6802
Dated:
72488.1
Attorneys for Plaintiff,
The Legacy Bank
-5-
CERTIFICATE OF SERVICE
ANDNOW, this ~--~ dayof L/~~ ,2004, I, DawnT. Heilman,
Legal Secretary to F. Stephenson Matthes, Esquire, for the firm of Tucker Arensberg,
P.C., hereby certify that I have this day served a true and correct copy of the within
document, by mailing same by U.S. Mail, Certified Return Receipt, postage prepaid,
addressed as follows:
Krista K. Baer
71 Cold Springs Road
Carlisle, PA 17013
D~Wn T. Heilman t '
72t01,1
GUARANTY
{Continuing Debt - Unllmitedl
DATE AND PARTIES. The date of this Guaranty is May 5, 2003. Tha parties and their addresses are:
LENDER:
THE LEGACY BANI(
2600 Commerce Drive
Harrisburg, Pennsylvania 17110
Telephone: {717) 441-3400
BORROWER:
HEALTHCORE LLC
a Pennsylvania Corporation
47 West Pomfret Street
Carlisle, Pennsylvania 17013
GUARANTOR:
KRISTA K. BAER
71 Cold Springs Road
Cadisle, Pennsylvania 17013
1. DEFINITIONS. As used in this Guaranty, the terms have the following meanings:
A, Pronouns. The pronouns "1", "ma" and "my" refer to all persons or entities signing this Guaranty, indlviduaUy and together with their hairs, successors and
assigns. "You" and "your" refer to the Lender, with its participants or syndicators, successors and assigns, or any person or company that acquires an interest
in the Debt.
S. Note. "Note" refars to the document that evidences the Sorrower's indebtedness, and any extensions, renewals, modifications and substitutions of the Note.
C. Debt. "Debt" refers to debts, liabilities, and obligations of the Borrower {including, but not limited to, amounts agreed to be paid under the terms of any
notes or agreements securing the payment of any debt, loan, liability or obligation, overdrafts, letters of credit, guaranties, advances for taxes, insurance, repairs
and storage, and all extensions, renewals, refinancings and modifications of thase debts} whether now existing or created or incurred in the future, due or to
become due, or absolute or contingent, including obligations and dufias arising from the terms of all documents prepared or submitted for the transaction such
as applications, security agreements, disclosures, the Note, and this Guaranty.
D. Property. "Property" means any property, real personal or intangible, that secures performance of the obligations of the Note, Debt, or this Guaranty.
2. AGREEMENT TO GUARANTY. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and to induce you, at your
option, to make loans or engage in any other transactions with the Sorrower from time to time, I absolutely and unconditionally promise to pay and guaranty the full
and prompt payment of the following Debt when due }whether at maturity or upon acceleration}, including without limitation, all principal, accrued interest,
attorneys' fees and collection costs, when allowed by law, that may become due from the Borrower to you in collecting the Debt and in enforcing this Guaranty and
all other agreements with respect to the Borrower.
3. SPECIFIC AND FUTURE DEST GUARANTY. I absolutely and unconditionally agree to all terms of and guaranty to you the payment and performance of each and
avery Debt, of every type, purpose and description that the Borrower either individually, among all or a portion of themselves, or with others, may now or at any
time in the future owe you, including, but not limited to the following described Debris):
You may, without notice, apply this Guaranty to such Debt of the Borrower as you may select from time to time.
4. EXTENSIONS. I consent to all renawals, extensions, modifications and substitutions of the Debt which may be made by you upon such terms and conditions as
you may see fit from time to time without further notice to me and without limitation as to tha number of renewals, extensions, modifications or substitutions.
E. PRIMARY LIABILITY. I am primarily liable under this Guaranty, regardless of whether or not you pursue any of your remedies against the Borrower, against any
other maker, surety, guarantor or endorser of the Debt or against any Property. You may sue me alone, or anyone else who is obligated on this Guaranty, or any
number of us together, to collect the Dabt. My liability is not conditioned on the signing of this Guaranty by any other person and further is not subject to any
condition not expressly set forth in this Guaranty or any instnJment executed in connection with the Debt. My obligation to pay according to the terms of this
Guaranty shall not be affected by the illegality, invalidity or unenforceability of any notes or agreements evidencing the Debt, the violation of any applicable usury
laws, forgery, or any other circumstances which make the indabtedness unenforceable against the Borrowar. I will remain obligated to pay on this Guaranty even if
any other person who is obligated to pay the Debt, including the Borrower, has such obligation discharged in bankruptcy, foreclosure, or otherwise discharged by
6. BANKRUPTCY. If a bankruptcy petition should at any time ba flied by or against tha Borrower, the maturity of the Debt, so far as my liability is concerned, shaJl
ba accelerated and the Debt shall be immediately payable by me. I acknowledge and agree that this Guaranty, and the Debt secured hereby, will remain in full force
and effect at all times, notwithstanding any action or undertakings by, or against, you or against any Property, in connection with any obligation in any proceading in
the United States Bankruptcy Courts. Such action or undertaking includes, without limitation, valuation of Property, alection of remedies or imposition of secured or
voidable preference under the bankruptcy or insolvency laws of the United States or otherwise, then my obligation will remain as an obligation to you and will not be
considered as having been extinguished.
7. REVOCATION. I agree that this is an absolute and unconditional Guaranty. I agree that this Guaranty will remain binding on me, whether or not there are any
Sorrower before you actually receive such notice, and all renewals, extensions, refinancings, and modifications of such Debts. I agree that if any other person
other person signing this Guaranty dies or is declared incompetent, such fact will not affect my obligations under this Guaranty.
B. PROPERTY. I agree that any Property may be assigned, exchanged, released in whola or in part or substituted without notice to me and without defeating,
discharging or diminishing my liability. My obligation is absolute and your failure to perfect any security interest or any act or omission by you which impairs the
possession. Por purposes of this paragraph, you will only be in "actual" possession when you have physical, immediate and exclusive control over the Prop~r~,~..~
Krista K. Beer
have .accepted Such co~ltrol in writing. Fur~ · ou will only be deemed to be in 'constructive' posse,· vhen you have both the power and intent to exercise
control over the Proper~y.
9. DEFAULT· I will be in default if any ~3f the following occur:
A. Payments. I fail to make a payment in full when due.
B. Insolvency or Bankruptcy. J make an assignment for the benefit of creditors or become insolvent, either because my liabilities exceed my assets or J am
unable to pay my debts as they become due; or I petition for protection under federal, state or IDeal bankruptcy, insolvency or debtor relief laws, or am the
subject of a petition or action under such laws and fail to have the petition or action dismissed within a reasonable period of time not to exceed 60 days·
C. Death o~' Incompetency. I die or am declared legally incompetent.
D, Failure to Perlorm. J fail to perform any condition or to keep any promise or covenant of this Guaranty.
E. Other Documents. A default occurs under the terms of any other transaction document·
F. Other Agreements. I am in default on any other debt or agreement I have with you.
PA/4fkachura00623900003872011050503Y e1996 ~ankers Systems, inc., St. Cloud, MN F--x;E~'
12. COLLECTION EXPENSES AND ATrORNE~ ~ FEES. On er a~er Default, to the extent permitted by la agree to pay air expenses of collection, enforcement or
protection of your rights and remedies under this Guaranty or any instrument executed in connection with the creation of any Debt guarantied by this Guaranty. All
fees and expenses will be secured by The Prope~y I have granted you, if any. To the extent permitted by the United States Bankruptcy Code, I agree to pay the
reasonable a~orneys' fees you incur to collect the Debt guarantied by this Guaranty as awarded by any cou~ exercising iurisdiction under the Bankruptcy Code.
13. WARRANTIES AND REPRESENTATIONS. I have the right and authority to enter into this Guaranty. The execution and delivery of this Guaranty will not violate
any agreement governing me or to whicti I am a party.
In addition, I represent and warrant that this Guaranty was entered into at the request of the Borrower, and that I am satisfied regarding the Borrower's financial
condition and existing indebtedness, authority to borrow and the use and intended use of all Debt proceeds. I further represent and warrant that I have not relied on
any representations or omissions from you or any information provided by you respecting the Borrower, the Borrower's financial condition and existing indebtedness,
the Borrower's authority to borrow or the Borrower's use and intended use of all Debt proceeds.
14. RELIANCE. I acknowledge that you are relying on this Guaranty in extending credit to the Borrower, and I have signed this Guaranty to induce you to extend
such credit. I represent and warrant to you that I have a direct and substantial economic interest in the Borrower and expec~ to derive substantial benefits from any
loans and financial accommodations resulting in the creation of indebtedness guarantied hereby. I agree to rely exclusively on the right to revoke this Guaranty
prospectively as to future transactions itl the manner as previously described in this Guaranty if at any time, in my opinion, the benefits then being received by me in
connection with this Guaranty are not sufficient to warrant the continuance of this Guaranty. You may rely conclusively on a continuing warranty that I continue to
be benefited by this Guaranty and you will have no duty to inquire into or confirm the receipt of any such benefits, and this Guaranty will be effective and
enforceable by you without regard to th*~ receipt, nature or value of any such benefits.
15. APPLICABLE LAW. This Guaranty is governed by the laws of Pennsylvania, the United States of America and to the extent required, by the laws of the
jurisdiction where the Property is located.
16. AMENDMENT, INTEGRATION AND SEVERABIMTY. This Guaranty may not be amended or modified by oral agreement. No amendment or modification of this
Guaranty is effective unless made in writing and executed by you and me. This Guaranty is the complete and final expression of the agreement, If any provision of
this Guaranty is unenforceable, then the unenforceable provision will be severed and the remaining provisions will still be enforceable.
17. INTERPRETATION. Whenever used, the singular includes the plural and the plural includes the singular. The section headings are for convenience only and are
not to be used to interpret or define the lerms of this Guaranty.
18. NOTICE. FINANCIAL REPORTS AND ADDITIONAL DOCUMENTS. Un,ess otherwise required by law, any notice will be given by delivering it or mailing [t by first
class mail to the appropriate party's address listed in the DATE AND PARTIES section, or to any other address designated in writing, Notice to one party will be
deemed to be notice to all parties. I will inform you in writing of any change in my name, address or other application information. ~ will provide you any financial
statement or information you request. All financial statements and information I give you will be correct and complete. I agree to sign, deliver, and file any
additional documents or certifications that you may consider necessary to perfect, continue, and preserve my obligations under this Guaranty and to confirm your
WARRANT OF AUTHORITY TO CONFESS ,JUDGMENT. Upon default, in addition to all other ~emedies and Hghts available to you, by signing below I i~evocably
20. SIGNATURES. By signing under seal I agree to the terms contained in this Guaranty, I also acknowledge receipt of a copy of this Guaranty.
Individually /
Krista K. Seer
Pennsylvania Guaranty
PA/4fkachura00623900003872011050503Y
~1996 Bankers Systems, inc., St. Cloud, MN E.~L;A~"
LOAN NUMBF_R L~ JAME ACCT. NUMBER OTE DATE INF'[ALE
100%01575 HealthCore LLC 05/05/03 RM
NOTE AMOUNT INDEX (w/MargJnl RATE MATUR~'Y DATE LOAN PURPOSE
$300,000.00 Wall Street Journal Prime plus 5.25% Payable on Demand Commercial
1.000%
PROMISSORY NOTE
(Commercial - Revolving Draw - Var;able Rata)
DATE AND pARTIES. The date of this Promissory Note (Note) is May 5, 2003. The part'es and their addresses are:
LENDER:
THE LEGACY BANK
2600 Commerce Drive
Harrisburg, Pennsylvania 17110
BORROWER:
HEALTHCORE LLC
a Pennsylvania Corporation
Carilsle, Pennsylvania 17013
1. DEFINIT]ONS. As used in this Note, the terms have the following meanings:
A. Ftonoune. The pronouns '1," 'me,' and 'my' refer to each Borrower signing this Note, individually and together w;th their helrs~ successors and assigns,
end each other person or Jegel entity {includlng guarantors, endorsers, and sureties} who agrees to pay this Note. 'You' and "Your' refer to the Le~der, with its
participants or syndicators, suCcessors and assigns, or any person or company that acquires an interest in the Loan.
I~. Note. Note refers to this document, and any extensions, renewals, modifications and substitutions of this Note.
C. Loan. Loan refers to this transection generally, including obligations and duties arisinG from the terms of all documents prepaced or submitted for this
disbursement, on the unpaid outctanding Principal balance until paid Jn full.
3. INTEREST. Interest will accrue on the unpaid Principal balance of this Note at the rate of 5.25 pemeflt (Interest Rate) until May 6, 2003, after which time it may
C. Statutory Authority. The amount assessed or collected on this Note is authorized by the Pennsylvania Simplification and Availabllity of Bank Credit Act {Pa.
Security Agreement - HeathCote LLC
HealthCore LLC
11. ASSUMPTIONS. Someone buying the Prope~y cannot assume the obJigation. You may declare the entire balance of the Note to be immediately due and
14, JOINT AND INDIVIDUAL UABILITY AND SUCCESSORS. My obllgati=n to pay this Loan ia independent of the obligation of any other person who has also
15, AMENDMENT, ~NTEGRATION AND SEVERABILITY. This Note may not be amended or modified by oral agreement, No amendment or modification of this NoTe
17. NOT~CE, FINANCIAL REPORTS AND ADDITIONAL DOCUMENTS. Unless otherwise required by law, any nodce wil~ be given by delivering it or mailing it by first
HealthCore LLC
PA/4fkachuraOOS2390000387Z011050fiOBN °1996 Bankers Systems, Inc., St. Cloud, MN ~M
By signing immediately ~elo~ I agree to the~erm, of the CONFESSION OF JUDGMENT section.
BORROWER:
J Kerr, Member
HealthCore LLC
Pennsylvania F~-omisaory Note
PA/4fkachuraOO6 Z3900003S72011050503N
01996 Bankers Systems, Inc., St.
APPENDIX: FEES AND CHARGES
AS described in the A[~DITIONAL CHARGES section of the at~ached Note, I agree to pay, or have paid, thes~ additional fees and charges,
Nonrefu~dable Fees and Charges. 'J~e following fees are earned when collected and wix not be refur~ded if I prepay this Note before ;he scheduled maturity date.
UCC filing. AIn) UCC filing fee of ~$4.00 payable from separate funds on ot before today's date.
Document Preparation. A(n) Document Preparafior~ fee of ~300.00 payable from separate funds on or before today's date.
understand and agree that some payments to third parties as par~ of this transection may also involve money retained by you or paid beck to you es commissions
or other remuneration,
HaaP~hCora I.LC
Pennsylvania I=~mt~gory Note
PA/4fkachura00623900003872011050503N
~1996 Bankers Systems, Inc., St. Cloud, MN F--~l~;~"
LOAN'NUMSER LO* ,AME ACCT. NUMBER ,EMENT DATE
1001-01575 HealthCo~e LLC 05/05/03
NOTE AMOUNT INDEX (w/Margin) RATE MATURITY DATE
$300,000,00 Well Street Journal I=¢ime plus 5.25% Payable on Demand
1,000%
Creditor Use Only
INITIALS
RM
LOAN PURPOSE
COMMERCIAL LOAN AGREEMENT
Revolving Oraw Loan
DATE AND PARTIES. The date of this Commercial Loan Agreement (Agreement) is May 5, 2003. The parties and their addresses are as
LENDER:
THE LEGACY BANK
2500 Commerce Drive
Harrisburg, Pennsylvania 17110
BORROWER:
HEALTHCORE LLC
Carlisle, Pennsylvania 17013
DEFINITIONS. For the purposes of this Agreement, the following terms have the following meanings.
A. Accounting Terms. In this Agreement, any accounting terms that are not =peciflcally defined will have their customary meanings under generally accepted
accounting principles.
8. Insiders. Insiders include those defined as insfders by the United States 5enkruptcy Code, as amended; or to the extent le~ undefined, include without
limitation any officer, employee, stockholder or member, director, par~ner, or any immediate family member of any of the foregoing, or any person or entity
which, directly or indirect[y~ control~, Js controlled by or is under common control with me.
C. Loan. The Loan refers to this transaction generally, including obllgations and duties arising from the terms of arJ documents prepared or submitted for this
transaction.
(2) I make a request by phone.
Heal~hCore LLC
PAJ4fkachura0062390OO03872011050503Y e1998 Bankers Systems, Inc., St. Cloud, MN ~
of any entity, merge into or consolidate with an'/ one, permit any one else to merge into me, acquire all or substantially all of the assets of any one else or
F. Dealings with Insiders. I will not purchase, acquire or lease any prope~y or services from, or se~l, provide or lease any property or services to, or permit any
outstanding loans or credit extensions to, or otherwise deal with, any Insiders except as required under contracts existing at the time I applied for the Loan and
G. Other Debts. ~ will pay when due any and all other debts owed or guaranteed by me and will faithfully per~orm, or comply with all the conditions and
obligations imposed on me concerning the debt or !;~uaranty.
H. Other Liabilities. I will not incur, assume or permit any debt evidenced by notes, bonds or similar obligations, except: debt in existence on the date of this
Agreement and fully disclosed to you; debt subordinated in payment to you on conditions and terms acceptable to you; accounts payable incurred in the
ordinary course of my business and paid under customary trade terms or contested in good faith with resecves satisfactory to you.
I. Notice to You. J will promptly notify you of any material change in my financial condition, of the occurrence of a default under the terms of this Agreement,
or a default by me under any agreement between ~le and any third party which materially and adversely affects my property, operations, financial condition o~
J. Certification of No Default, On your request, my chief financial officer or my independent accountant will provide you with a written certification that to the
condition or event which with the giving of notice c,r lapse of time or both would constitute a default. As requested, my chief financial officer or my independent
margin stock or otherwise cause the Loatt to violate Federal Reserve board Regulations G, U, or X, or Section 8 of the Securities and Exchange Act of 1934 and
L, Dispese of No Assets. Without your prior written consent or es the Loan documents permiT, I will not sell lease, assign, transfer, dispose of or otherwise
nonconsensual liens imposed by law arising out of the ordinary course of business on obligations that are not overdue or which I am contesting in good fa}th
after making appropriate reserves; valid purchase money security interests on personal property; or any other liens specifically agreed to by you in writing.
in writing.
party or by which I may be bound.
P. Legal Disputes. I will promptly notify you in writing of any threatened or pending lawsuit, arbitration or other proceeding against me or any of my property,
not identified in my financial statements, or that singly or together with other proceedings may materially and adversely affect my property, operations, financial
condition or business. I will use my best efforts to bring about a favorable and speedy result of any of these lawsuits, arbitrations or other proceedings.
Ct. Other Notices. I will immediately provide you with any information that may materlally and adversely affect my ability to perform this Agreement and of its
R. No Change in Capital. I will not release, redeem, retire, purchase o~ otherwise acquire, directly or indlrecfly, any of my capital s~tock or other equity security
disclosed to you or with your prior written consent.
S. Loan Obligations. I w~ll comply with the terms and agreements contained in this Agreement and in the other Loan documents.
This may include without limitation insurance policies for public liability, fire, hazard and extended risk, workers compensation, and, at your request, business
interruption and/or rent loss insurance. At your request, I wgl deliver to you certified copies of all of these insurance policies, binders or ce~Jficates. J will
obtain end maintain a mortgagee or loss payee endorsement for you when these endorsements are available. I will immediately notify you of cancellation or
termination of insurance. I w~lJ require all insurance policies to provide you with at least 10 days prior written notice to you of cancellation or modification.
consent ~o you using or disclosing information relative to any contract of insurance required by the Loan for the purpose of replacing this insurance. I also
U. Property Maintenance. I will keep all tangible and i~tanglble property that I consider necessary or useful in my business in good working condition by making
BORROWER:
HeelthCore LLC
Pennsylvania Commercial Loan Agreement
PA/4.fkachuraO06239000038720~ 1050503Y
01996 Bankers Systems, Inc,, St. Claud, MN F---~~
August 10, 2004
Jenine J. Kerr
Krista K. Baer
HealthCore, LLC
47 W. Pomfret St.
Carlisle, PA 17013
RE: NOTICE OF DEFAULT
Promissory Note between The Legacy Bank and HealthCore, LLC
dated May 5, 2003, in the Principal Amount of $300,000.00,
Legacy Account #100101575 (hereinafter referred to as the Line of
Credit)
Dear Ms. Kerr and Ms. Baer:
In our Written Notice of Maturity dated May 12, 2004 (copy attached), we
informed you the Line of Credit would not be renewed and required that
the Line of Credit be paid in full by August 5, 2004. You have failed to
comply with this requirement, and as a result we hereby provide you with a
WRITTEN NOTICE OF DEFAULT. Based upon this default, we will
exercise our right provided in the loan documents to increase the interest
rate on the Line of Credit by 3% to a floating rate of Wall Street Journal
Prime plus 4% until the loan is paid in full.
Should you wish to discuss this matter, please contact me at (717) 441-
3400 extension 129.
Sincerely,
THE LEGACY BANK
Robert E. McDonald
Director of Commercial Services
TUCKER .ARENaS,Bo
F. Stephenson Matthes
sm atthes~t uckedaw, com
October 7, 2004
VIA CERTIFIED MAIL, RETURN RECEIPT REQUESTED
NO. 7002 24'10 000'1 2367 3000 AND FIRST CLASS MAIL
Krista K. Baer
71 Cold Springs Road
Carlisle, PA 17013
RE:
Guaranty of Promissory Note dated May 5, 2003 (LOC) in Principal
Amount of $300,000 Between HealthCore, LLC and The Legacy Bank
Notice of Default and Demand for Payment
To Whom It May Concern:
This office represents The Legacy Bank ("Legacy" or "Lender").
Reference is made to that certain Promissory Note dated May 5, 2003 (the "Note") in the
principal amount of $300,000, which was executed and delivered to Legacy by
HealthCore, LLC ("Borrower"). Reference is further made to that certain Guaranty dated
April 30, 2003 (the "Guaranty"), which was executed and delivered to Legacy by Krista
K. Baer. (the "Guarantor").
The paragraph of the Note entitled "DEFAULT" provides, Jn part, that Borrower will be in
default if Borrower, among other things fails to make payments when due under this
Note or if Borrower is in Default under other Agreements with Lendor. The Note
provides that upon default, Lender may "la) require immediate payment of all amounts
owing under this Note; lb) collect all amounts owing from any Borrower or Guarantor; lc)
file suit and obtain judgment; (d) take possession of any Collateral; or (e) sell, lease or
otherwise dispose of any Collateral at public or private sale with or without
advertisement."
Borrower is presently in default for numerous reasons including failure to make
payments when due on several loan obligations to Legacy. By letter dated August 10,
2004, Legacy declared the Borrower to be in Default under the Note and made demand
for immediate payment in full of all amounts due and owing under the Note.
Pursuant to Section 1 of the Guaranty, Guarantor agreed to pay all amounts due under
the Note when Lender makes written demand upon the Guarantor for payment.
Pursuant to the direction of Legacy Bank, we hereby notify you that Legacy Bank hereby
makes demand for payment of the entire balance under the Note pursuant to the
Guarantyand demands immediate payment of all principal, interest, and fees, currently
$302,614.59, together with accruing interest, attorneys' fees and other expenses. This
balance is current as of August 5, 2004, but does not include attorneys' fees and costs.
For a complete breakdown of the same, please contact the undersigned.
Tucker Arensberg, RC. 111 North Front Street RO. Sox 889 Harrisburg, PA 17108 www. tuckerlaw.com
~ ~. p, 800.257,4121 p. 717.234.4121 f. 717,232,6802
TUCKER AREN SB,
Krista K. Baer
October 7, 2004
Page 2
Payment should be made by cashier's check or wire transfer to The Legacy Bank, 2600
Commerce Drive, Harrisburg, PA 17110. The Legacy Bank reserves all rights and
remedies that it has under the Note, any other loan documents executed in connection
with the Note, any other loan documents by the Borrower, any third party obligor, any
pledgor, any guarantor and/or at law or in equity.
Thank you for your immediate attention to this matter.
FSM/dth
cc: Jenine J. Kerr
Ronald W. Baer
HealthCore, LLC
TUCKER ARENSBERG, P.C.
By: F. Stephenson Matthes
PA I.D. No. 67408
111 North Front Street
P.O. Box 889
Harrisburg, PA 17108-0889
Telephone: 717-234-4121
Facsimile: 717-232-6802
THE LEGACY BANK,
2600 Commerce Drive
Harrisburg, PA 17110,
Plaintiff,
KRISTA K. BAER
71 Cold Springs Road
Carlisle, PA 17013,
Defendant.
COURT OF COMMON PLEAS
CUMBERLAND COUNTY
CIVIL DIVISION
AFFIDAVIT
COMMONWEALTH OF PENNSYLVANIA
CUMBERLAND COUNTY
SS.
Stejl~ns, being duly sworn according to law, deposes and says that he is a
Mark
CFO of The Legacy Bank, that he is duly authorized to make this affidavit on behalf of
Plaintiff; that the facts set forth in the foregoing Complaint In Confession Of Judgment
are true and correct to the best of his information and belief; and that the Guaranty (as
defined in the Complaint) which is attached as an Exhibit to the Complaint In
Confession Of Judgment is a true and correct copy of the original executed by the
Defendant.
Sworn to and subscribed before me
this ~ day of October, 2004.
72454.1
NOTARIAL SEAL
BARBARA L SARIANO, Nola~ I>~biic
~w4Nehanna Twp., Daup~fl Courtly
~ Commission Expires August 24, 2006
-2-
TUCKER ARENSBERG, P.C.
By: F. Stephenson Matthes
PA I.D. No. 67408
111 North Front Street
P.O. Box 889
Harrisburg, PA 17108-0889
Telephone: 717-234-4121
Facsimile: 717-232-6802
THE LEGACY BANK,
2600 Commerce Drive
Harrisburg, PA 17110,
COURT OF COMMON PLEAS
CUMBERLAND COUNTY
Plaintiff,
KRISTA K. BAER
71 Cold Springs Road
Carlisle, PA 17013,
CIVIL DIVISION
Defendant.
NOTICE
Pursuant to Rule 236 of the Supreme Court of Pennsylvania, you are hereby
notified that a JUDGMENT BY CONFESSION has been entered against you in the
above-captioned proceeding. Copies of all documents that have been filed with the
Prothonotary in support of the Confession of Judgment are attached hereto.
you have any questions concerning this Notice, please call, F. Stephenson
MaEhes, Esquire, at(717)234~121.
72466.1
ONOTARY
TUCKER ARENSBERG, P.C.
By: F. Stephenson Matthes
PA I.D. No. 67408
111 North Front Street
P.O. Box 889
Harrisburg, PA 17108-0889
Telephone: 717-234-.4121
Facsimile: 717-232-6802
THE LEGACY BANK,
2600 Commerce Drive
Harrisburg, PA 17110,
COURT OF COMMON PLEAS
CUMBERLAND COUNTY
Plaintiff,
KRISTA K. BAER
71 Cold Springs Road
Carlisle, PA 17013,
CIVIL DIVISION
NO.
Defendant.
AFFIDAVIT OF NON-MILITARY SERVICE
COMMONWEALTH OF PENNSYLVANIA
CUMBERLAND COUNTY
SS
Before me, the undersigped Notary Public, in and for said County and State,
personally appeared Mark Ste~ns, CFO of The Legacy Bank, Plaintiff herein who, as
an authorized representative thereof, being duly sworn according to law, deposes and
says that the Defendant is not in the military service of the United States of America, to
the best of his knowledge, information and bel~f~/r~, ~ ~
M~ r~k~te ~J~ ~:b
Sworn to a~ subscribed before
m~t~is ~:> day (~)c~ber, ,2004.
72458.1
NOTARIAL SEAL
BAR~ L SARIANO, No~' Pu~ic
M .,~.anna Twp,, Dauphin C(x~n~y
y ,.;err,,rnissioo Expires August 24, 2006
TUCKER ARENSBERG, P,C.
By: F. Stephenson Matthes
PA I.D. No. 67408
111 Nor[h Front Street
P.O. Box 889
Harrisburg, PA 17108-0889
Telephone: 717-234-4121
Facsimile: 717-232-6802
THE LEGACY BANK,
2600 Commerce Drive
Harrisburg, PA 17110,
COURT OF COMMON PLEAS
CUMBERLAND COUNTY
Plaintiff,
CIVIL DIVISION
KRISTA K. BAER
71 Cold Springs Road
Carlisle, PA 17013,
NO.
Defendant.
AFFIDAVIT OF INCOME
COMMONWEALTH OF PENNSYLVANIA
CUMBERLAND COUNTY
SS
/
Mark Ste~ns,, being duly sworn according to law, deposes and says that he is a
CFO of The Legacy Bank; that he is a duly authorized representative of Plaintiff; and
that to the best of his knowledge, information and belief the.jnc, ome/~f the Defendant is
in excess of $10,000.00 per year.~/~/~"'~ ~ ~~
Mark St~l~ler~, CEO/
The Leg~cy~Bank
Swor~o and Subscribed before me
this ~ day of Oc/ober,_.2004.,~
otary Public
72462.1
I E
~ARBARA L ~RIA"NO, Nolary
· _,_,_,_,_,_,_,_,_,~quehanna Twp,, Dauphin County
My Commission Expires Augu~f 24, 2~(~
TUCKER ARENSBERG, P.C.
By: F. Stephenson Matthes
PA I.D. No. 67408
111 North Front Street
P.O, Box 889
Harrisburg, PA 17108-0889
Telephone: 717-234-4121
Facsimile: 717-232-6802
THE LEGACY BANK,
2600 Commerce Drive
Harrisburg, PA 17110,
Plaintiff,
KRISTA K. BAER
71 Cold Springs Road
Carlisle, PA 17013,
Defendant.
COURT OF COMMON PLEAS
CUMBERLAND COUNTY
CIVIL DIVISION
AFFIDAVIT OF NONAPPLICABILITY OF
GOODS AND SERVICES INSTALLMENT SALES ACT
COMMONWEALTH OF PENNSYLVANIA :
SS
CUMBERLAND COUNTY
Mark Ste~ns, being duly sworn according to law, deposes and says that he is a CFO of
The Legacy BanE; that he is a duly authorized representative of Plaintiff; that the Complaint In
Confession Of Judgment does not arise out of a retail installment sale, contract, or account, as
defined under the Goods and Services Installment Sales Act, 69 Pa. Stat. Ann. {}1101, et s~eq.;
and that the foregoing facts are true and correct to the best of his knowle_dge, information and
Sworn~ and Subscribed before me
thins ~ day of October~2004. ~
72474.1
TUCKER ARENSBERG, P.C.
By: F. Stephenson Matthes
PA I.D. No. 67408
111 North Front Street
P.O. Box 889
Harrisburg, PA 17108-0889
Telephone: 717-234-4121
Facsimile: 717-232-6802
THE LEGACY SANK,
2600 Commerce Drive
Harrisburg, PA 17110,
COURT OF COMMQN PLEAS
CUMBERLAND COUNTY
Plaintiff,
V.
KRISTA K. BAER
71 Cold Springs Road
Carlisle, PA 17013,
CIVIL DIVISION
NO. ~/_ ~.~7
Defendant. :
AVERMENT OF DEFAULT
COMMONWEALTH OF PENNSYLVANIA
: SS.
CUMBERLAND COUNTY
Mark St+ns, being duly sworn according to law, deposes and
says that he is a CFO of
The Legacy Bank, that he is a duly authorized representative of Plaintiff; that the Defendant
executed the Guaranty (as defined in the Complaint), true and correct copies of which are
attached to the Complaint; that the Defendant is in default under the Guaranty; and that there is
$302,614.59 due and owing under the Guaranty as~f/~gust~15t,~"~_ 4...'
Swor~-~ and subscribed before me
th~...~_.~ day of Oc, to/~jr.~20 ~04.
BARBARA
Susquehanna Tw
My Commission
TUCKER ARENSBERG, P.C.
By: F. Stephenson Matthes
PA I.D. No. 67408
111 North Front Street
P.O. Box 889
Harrisburg, PA 17108-0889
Telephone: 717-234-4121
Facsimile: 717-232-6802
THE LEGACY BANK,
2600 Commerce Drive
Harrisburg, PA 17110,
COURT OF COMMON PLEAS
: CUMBERLAND COUNTY
Plaintiff,
KRISTA K. BAER
71 Cold Springs Road
Carlisle, PA 17013,
CIVIL DIVISION
Defendant.
AFFIDAVIT OF COMMERCIAL TRANSACTION
COMMONWEALTH OF PENNSYLVANIA
CUMBERLAND COUNTY
: SS
!
Mark Stej~ens, being duly sworn according to law, deposes and says that he is a
CFO of The Legacy Bank; that he is a duly authorized representative of Plaintiff; that the
underlying transaction relative to this Complaint In Confession,_D..f Jud~.ment is a
commercial transaction to the best of his knowle~~
Sworn to a~n.,.d subscribed before
me this ~ day of October, 2004.
Notary Public
72484/1
TUCKER ARENSBERG, P.C.
By: F. Stephenson Matthes
PA I.D. No. 67408
111 North Front Street
P.O. Box 889
Harrisburg, PA 17108-0889
Telephone: 717-234-4121
Facsimile: 717-232-6802
THE LEGACY BANK,
2600 Commeme Drive
Harrisburg, PA 17110,
COURT OF COMMON PLEAS
CUMBERLAND COUNTY
Plaintiff,
CIVIL DIVISION
KRISTA K. BAER
71 Cold Springs Road
Carlisle, PA 17013,
NO,
Defendant.
VERIFICATION
Mark Stet~ens, hereby states that he is a CFO of The Legacy Bank, and verifies
that the statements made in the foregoing Complaint In Confession of Judgment are
true and correct to the best of his knowledge, information and belief. The undersigned
understands that the statements made therein are made subject to penalties of 18 Pa.
Cons. Stat. Ann. §4904 relating to unsworn falSification to authorities.
Th L'g c~'~
Dated: I~ [~l~)?
72497. I
TUCKER ARENSBERG, P.C.
By: F. Stephenson Matthes
PA i.D. No. 67408
111 North Front Street
P.O. Box 889
Harrisburg, PA 17108-0889
Telephone: 717-234-4121
Facsimile: 717-232-6802
THE LEGACY BANK,
2600 Commerce Drive
Harrisburg, PA 17110,
: COURT OF COMMON PLEAS
: CUMBERLAND COUNTY
Plaintiff
KRISTA K. BAER
71 Cold Springs Road
Carlisle, PA 17013,
CIVIL DIVISION
NO.
Defendant.
ACT 105 OF 2000 NOTICE
A JUDGMENT HAS BEEN ENTERED AGAINST YOU BY CONFESSION OF
JUDGMENT.
PURSUANT TO 42 PA. C.S.A, §2737,1, iF YOU WERE INCORRECTLY iDENTIFIED
AS A DEFENDANT IN THE COMPLAINT IN CONFESSION OF JUDGMENT, YOU MAY BE
ENTITLED TO COSTS AND REASONABLE ATTORNEY FEES AS DETERMINED BY THE
COURT.
YOU MAY TAKE ACTION TO STRIKE THE JUDGMENT BY FOLLOWING THE
PROCEDURE IN RULE 2959 WHICH iS AS FOLLOWS:
Pennsylvania Rule of Civil Procedure 2959 - Striking Off Judclment.
(a)(1) Relief From a judgment by confession shall be sought by petition. Except as
provided in subparagraph (2), all grounds for relief whether to strike off the judgment or to open it
must be asserted in a single petition. The petition may be flied in the county in which the judgment
was originally entered, in any county to which the judgment has been transferred or in any other
county in which the sheriff has received a writ of execution directed to the sheriff to enforce the
judgment,
(2) The ground that the waiver of the due process rights of notice and hearing was not
voluntary, intelligent and knowing shall be raised only
(i) in support of a further request for a stay of execution where the court has
stayed execution despite the timely filing of a petition for relief from the judgment and the
presentation of prima facie evidence of a defense; and
(ii) as provided by Pennsylvania Rule of Civil Procedure 2958.3 or Rule 2973.3.
(3) If written notice is served upon the petitioner pursuant to Rule 2956.1(c)(2) or Rule
2973,1(c), the petition shall be filed within thirty days after such service. Unless the defendant
can demonstrate that there were compelling reasons for the delay, a petition not timely filed
shall be denied,
(b) If the petition states prima facie grounds for relief the court shall issue a rule to show
cause and may grant a stay of proceedings. After being served with a copy of the petition the
plaintiff shall file an answer on or before the return day of the rule. The return day of the rule
shall be fixed by the court by local rule or special order.
(c) A party waives all defenses and objections which are not included in the petition or
answer.
(d) The petition and the rule to show cause and the answer shall be served as provided
in Rule 440.
(e) The court shall dispose of the rule on petition and answer, and on any testimony,
depositions, admissions and other evidence. The court for cause shown may stay proceedings
on the petition insofar as it seeks to open the judgment pending disposition of the application to
strike off the judgment. If evidence is produced which a jury trial would require the issues to be
submitted to the jury the court shall open the judgment.
Dated and Served:
October ,~' , 2004
By Certified Mail
Return Receipt Requested
(f) The lien of the judgment or of any levy or attachment shall be preserved while the
proceedings to strike off or open the judgment is pending.
F{ St~phedson Ma{thes
PA_L,D. No. 67408
111 North Front Street
P.O. Box 889
Harrisburg, PA 17108-0889
Telephone: 717-234-4121
Facsimile: 717-232-6802
Attorneys for Plaintiff,
The Legacy Bank
72445.1
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