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Home My WebLink About04-5088 6 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, v. CIVIL DIVISION NO. (}il- 5cPf? ~ JENINE J. KERR 21 Dannah Drive Carlisle, PA 17013, Defendant. 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, Jenine J. Kerr, 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 (yet to be determined) RENSBERG, P.C. ~ F. te henson es PA I. . No. 67408 111 North Front Street P.O. Box 889 Harrisburg, PA 17108-0889 Telephone: 717-234-4121 Facsimile: 717-232-6802 Dated: lit r 0'( Attorneys for Plaintiff, The Legacy Bank 72451.1 -2- TUCKER ARENSBERG, P.C. By: F. Stephenson Matthes PA 1.0. 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, v. CIVIL DIVISION JENINE J. KERR 21 Dannah Drive Carlisle, PA 17013, NO. Defendant. COMPLAINT IN CONFESSION OF JUDGMENT Plaintiff, The Legacy Bank (the "Bank"), by and through its attorneys, Tucker Arensberg, P.C., files 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, Jenine J. Kerr, is an adult individual with a last known address of 21 Dannah Drive, 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 "8", 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. Pursuant to the terms of the Agreements, upon the occurrence of an event of default, the Bank was authorized to declare all amounts payable under the Agreements to be immediately due and payable. 8. 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. - 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". 1 O. 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 "0". 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. As of August 5, 2004, the amounts due and owing by the Defendant to the 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 $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. F. te henson Ma hes P J. . No. 67408 111 orth Front Street P.O. Box 889 Harrisburg, PA 17108-0889 Telephone: 717-234-4121 Facsimile: 717-232-6802 Dated: 72495.1 19 )> J r Attorneys for Plaintiff, The Legacy Bank - 5- CERTIFICATE OF SERVICE AND NOW, this tL S; day of () afr;!J.!L- , 2004, J, Dawn T. 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: Jenine J. Kerr 21 Dannah Drive Carlisle, PA 17013 ~_1~ Jawn T. Heilman 72101,1 GUARANTY (Continuing Debt. Unlimited' DATE AND PARTIES. The date of this Guaranty is May 5. 2003. The parties and their addresses are: LENDER: THE LEGACY BANK 2600 Commerce Drive Harrisburg, Pennsylvania 17110 Telephone: (117) 441.3400 BORROWER: HEAL THCORE LtC a Pennsylvania Corporation 47 West Pamfrst Street Carlisle, Pennsylvania 17013 GUARANTOR: JENINE J. KERR 21 Oannah Drive Carlisle, Pennsylvania 1 7013 1. DEFINITIONS. As used in this Guaranty, the terms have the following meanings: A. Pronouns. rhe pronouns "1M. "me" and -my" refer to all persons or entities signing this Guaranty, individuallY and together with their heirs. 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. B. Note. RNoteR refers to the document that evidences the Borrower's indebtedness, and any elCtensions, 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, overdraft" letters of credit, guaranties, advances for taxes, insurance, repairs and storage, and all extensions, renewals, refinancings and modifications of these debts) whether now existing or created or inCurred in the future, due or to become due, or absolute or contingent, including obligations and duties arising from the terms of all documents prepared or submitted for the transaction such lIS applications, security agreements. disclosures, the Note, and this Guaranty. D. Property. "PropertyR 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 Borrower 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 intersst, attomeys' 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 DEBT GUARANTY. I absolutely and unconditionally agree to all terms of and guaranty to you the payment and performance of each and every 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 Debt(s): 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 renewals, 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 the number of renewals, extensions, modifications or substitutions. $. 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 Debt. 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 instrument 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 agreement.s evidencing the Debt, the violation of any 8PplicSlble usury laws, forgery, or any other Circl,lmstances which make the indebtedness unenforceable against the Borrower. 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 law. 6. BANKRUPTCY. If a bankruptcy petition should at any time be filed by or against the Borrower, the maturity of the Debt, so far as my liability is concerned, shall be accelerated and the Debt shall be immediately payable by me. I acknowledge and agree that this GuarantY, and the Debt secl,lred hereby, will remain in full force and affect at all times, notwithstanding any action or undertakings by, or against, you or against any Property, in connection with any obligation in any proceeding in the United States Bankruptcy Courts. Such action or undertaking includes, without limitation, valuation of Property, election of remedies or imposition of secured or unsecured claim status upon claims by you, pursuant to the United States Bankruptcy Cod" as amended. In the event that any payment of principal or interest received and paid by any other guarantor, borrower, surety, endorser or co-maker is deemed, by final order of a court of competent jurisdiction, to have been a 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 wiU remain binding on me, whether or not there are any debts outstanding, until you have actually received written notice of my revocation or written notice of my death or incompetence. Notice of revocation or notice of my death or incompetence will not affect my obligations under this Guaranty with respect to any Debts incurred by or for which you have made a commitment to Borrower before you actually receive such notice, and all renewals, extensions, refinancings, and modifications of such Debts. I agree that if any other person signing this Guaranty provides a notice of revocation to you, I will still be obligated under this Guaranty until I provide such a notice of revocation to you. If any other person signing this GuarantY dies or is declared incompetent, such fact will not affect my obligations under this Guaranty. 8. PROPERTY. I agree that any Property may be assigned, exchanged, released in whole 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 Propeny will not relieve me or my liability under this Guaranty. You are under no duty to preserve or protect any Property until you are in actual or constructive --_. ~ ~- .." --""~, -, - '" .-. .-,- -""" - .~~. _., _.~~. -"-"1' JeOlne J. Kerr '! Pennsylvania Guaranty 100tla PAJ4fkachura00623900003872011050503Y =1996 Bankers Systems, Inc., St. Cloud, MN ~.. age 1 have accepted such control in writing. Furtl control over the Property. ou will only be deemed to be in "constructiveM posse! vhen you have both the power and intent to exercise 9. DEFAULT. I will be in default if any of the following occur: A. Paymen1s. I fail to make a payment in full when dUe. B. Insolvency or Bankrup1cy. I make an assignment for the benefit of creditors or become insolvent, either because my liabilities exceed my assets or I am unable to pay my debts as they become due; or I petition for protection under federal, state or local 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. De.1h or Incompetency. I die or am declared legally incompetent. D. Failure to Perform. I fail to perform any condition or to keep any promise or covenant of this Guaranty. E. Other Documen1s. A default occurs under the terms of any other transaction document. F. Other Agreements. I am in default on any ot"er debt or agreement I have with you. G, Misrepresentation. I make any verbal or written statement or provide any financial information that is untrue, inaccurate, or conceals a material fact at the time it is made or provided. H. Judgment. I fail to satisfy or appeal any judgment against me. I. Forfeiture. The Property is used in a manner or for a purpose that threatens confiscation by a legal authority. J. Name Change. I change my name or assume an additional name without notifying you before making such a change. K. Property Transfer. I transfer all or a substantial part of my money or property. L. Property Value. The value of the Property declines or is impaired. M.lnsecurhy. You reasonably believe that you are insecure. 10. WAIVERS AND CONSENT. To the extent not prohibited by taw, I waive protest, presentment for payment, demand, notice of acceleration, notice of intent to accelerate and notice of dishonor. A. Addhional Waivers. tn addition, to the extent permitted by law, I consent to certain actions you mClY take, and generally waive defenses that may be available based on these actions or based on the status of a party to the Debt Or this Guaranty. (11 You may renew or extend payments on the Debt, regardless of the number of such renewals or extensions. 121 You may release any Borrower, endorser, guarantor, surety, accommodation maker or any other co-signer. 13t You may release, substitute Or impair any Property securing the Debt. (4) You, or any institution partiCipating in the Debt, may invoke your right of set~off. (5' You may enter into any sales, repurchases or participations of the Debt to any person in any amounts and I waive notice of such sales, repurchases or participations. 16t I agree that the Borrower is authorized to modify the terms of the Debt or any instrument securing, guarantying or relating to the Debt. 17t You may undertake a valuation of any Property in connection with any proceedings under the United States Bankruptcy Code concerning the Borrower or me, regardless of any such valuation, or actual amounts received by you arising from the sale of such Property. IBII agree to consent to any waiver granted the Borrower, and agree that any delay or lack of diligence in the enforcement of the Debt, or any failure to file a claim or otherwise protect any of the Debt, in no way affects Or impairs my liability. 19) I agree to waive reliance on any anti-defiCiency statutes, through subrogation or otherwise, and such statutes in no way affect or impair my liability. In addition, I waive any right of subrogation, contribution, reimbursement, indemnification, exoneration, and any other right I may have to enforce any remedy which you now have or in the future may have against the Borrower or another guarantor or as to any Property. Any Guarantor who is an "insider, M as contemplated by the United States Bankruptcy Code, 11 U.S,C. 101, as amended, makes these waivers permanently. IAn insider includes, among others, a director, officer, partner, or other perSon in control of the Borrower, a perSon or an entity that is a co. partner with the Borrower, an entity in which the Borrovver is a general partner, director, officer or other person in control or a close relative of any of these other persons.) Any Guarantor who is not an insider makes these waivers until all Debt is fully repaid. B. No Waiver By Lender. YOUr course of dealing, or your forbearance from, or delay in, the exercise of any of your rights, remedies, privileges or right to insist upon my strict performance of any provisions contained in the Debt Instruments, shall not be construed as a waiver by you, unless any such waiver is in writing and is signed by you. C. Waiver of Claims. I waive all claims for loss or damage caused by your acts or omissions where you acted reasonably and in good faith. 11. REMEDIES. After the Borrower or I default, and after you give any legally required notice and opportunity to cure the default, you may at your option do any one or more of the following. A. Acceleration. You may make aU or any part of the amount owing by the terms of this Guaranty immediately due. 8. Sources. You may use any and all remedies you have under state or federal law or in any instrument securing the Debt. C. Insunmce Benefits. You may make a claim for any and all insurance benefits or refunds that may be available on default. D. Payments Made on the 80rrower's Behalf. Amounts advanced on the Borrower's behalf will be Immediately due and may be added to the balance owing under the Debt. E. Termination. You may terminate my right to obtain advances and may refuse to make any further extensions of credit. F. Set.Off. You may use the right of set.off. This means you may set-off any amount due and payable uncler the terms of this Guaranty against any right I have to receive money from you. My right to receive money from you includes any deposit or share account balance I have with you; any money owed to me on an item presented to you or in your poss8ssion for collection or exchange; and any repurchase agre8ment or other non.deposit obligation. MAny amount due and payable under the terms of this GuarantyM means the total amount to which you are entitled to demand payment under the terms of this Guaranty at the time you set-off. Subject to any other written contract, if my right to receive money from you is also owned by someone who has not agreed to pay the Debt, your right of set- off will apply to my interest in the obligation and to any other amounts I could withdraw on my sole request or endorsement. Your right of set.off does not apply to an account or other obligation where my rights arise only in a representative capacity. It also does not apply to any Individual Retirement Account or other tax-deferred retirement account. You will not be liable for the dishonor of any check when the dishonor occurs because you set-off against any of my accounts. I agree to hold you harmless from any such claims arising as a result of your exercise of yOUr right of set-off. G. Waiver. Except as otherwise required by law, by choosing anyone or mOre of these remedies you do not give up your right to use any other remedy. You do not waive a default jf you choose not to use a remedy. By electing not to use any remedy, you do not waive your right to later consider the event a default and to use any remedies if the default continues or occurs again. Jttnine J. Kerr Pennsylvania Guaranty PA/4fkachura00623900003B72011050503Y =1996 Bankers Systems, Inc., St. Cloud, MN ~.. 12. COLLECTION EXPENSES AND ATTORNE).;. FEES. On or after Default, to the extent permined by la. agree to pay olIlI 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 Property I have granted you, if any. To the extent permined by the United States Bankruptcy Code, I agree to pay the reasonable anorneys' fees you incur to collect the Debt guarantied by this Guaranty as awarded by any court exercising jurisdiction 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 which 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 proceElds. 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 aU 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 expect to derive substantial benefits from any loans and financial accommodations resulting in the creation of indebtedness guarantied hereby, I agree to rely exclusivlJly on the right to revoke this Guaranty prospectively as to future transactions in 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 the receipt, nature or value of any such benefits. 15. APPLICABLE LAW. This Guaranty is governed by the laws of PennsylvClnia, 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 SEVERABILITY. 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 terms of this Guaranty. 18, NOTICE. FINANCIAL REPORTS AND ADDITIONAL DOCUMENTS. Unless otherwise required by law, any notice will be given by delivering it or mailing it 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. I will provide you any financial statement or information you request. All financial statements and information t 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 lien status on any Property. Time is of the essence. 19. CREDIT INFORMATION. I agree that from time to time you may obtain credit information about me from others, including other lenders and credit reporting agencies, and report to others (such as a credit reporting agency) your credit experience with me. I agree that you will not be liable for any claim arising from the use of information provided to you by others or for providing such information to others. WARRANT OF AUTHORITY TO CONFESS JUDGMENT. Upon default, In addition to all other remedies and rights available to you, by signing below I irrevocabfy authorize the prothonotary, clerk, or any attorney to appear in any court of record having jurisdiction over this matter and to confess judgment against me at any time without stay of execution. I waive notice, service of process, and process. I agree and understand that judgment may ba confessed ageinst me for any unpaid principal, accrued interest, and accrued charges due on this Guaranty. plus collection costs and reasonable attorneys' fees up to 15 percent of the judgment. The exercise of the power to confess judgment will not exhaust this warrant of authority to confeSf judgment and may be done as often as you elect. I further understand that my property may be seized without prior notice to satisfy the debt owed. I knowingly, intentionally, and voluntarUy waive any and all constitutional rights I have pre-deprivatlon notice and hearing under federal and state laws and fully understand the consequences of this waiver. By signing \m ~~~;;~czr,~Of the CONFESSION OF JUDGMENT s.ctlon. J. Kerr! idually / , 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, GUA~~ uM()7a-- , .0' IS..n e J. Kerr ndi idually / Janine J. Kerr Pennsylvania Guanmty PA14flc.achuraOO62390000387201 10!$0503Y =1996 Bankers Systems, Inc., St. Cloud, MN ~.. In;tia~l IS~ RATE 5.25% OTE DATE 05/05103 MATURITY DATE INITIALS RM LOAN PURPOSe LOAN NUMBeR 1001.0.1575 NOTE AMOUNT $300.000.00 u-: JAME HeaithCore LLC INOEX tw/Marginl Wall Street Journal Prime plus 1,000% ACCT. NUMBER Payable en Demand Commercial Credh()r Use Only PROMISSORY NOTE (Commercial - ~avol...,;ng Draw - Variable Rate) COpy .. DATE AND PARTIES. The date of this Promiuary Note (Note) is May 5. 2003. The parties and their addresses are: LENDER: THE LEGACY BANK 2600 Commerce Drive Harrisburg. Pennsylvania 17110 Telephone: (7171441.3400 BORROWER: HEA1.THCORE LLC II Pennsylvania Corporation 47 West Pomfret Street Carlisle. Pennsylvania 17013 ,. DEFINITIONS. As used in this Note. the terms have the following meanings: A. Pronouns. The pronouns -',. ~me.. and "my. refer to each BOrrow81' signing this Note, individually and together with their heirs, successol"3 and assigns, and each other person or legal entity (including guarantora, endorsers, and sureties) wno agrees to pay this Note. ~You. and "Your" refer to the Lander, witn its participants or syndicators, :oucceuors and assigns, or any person or company tnat acquires an interest in the Loan. B. Note. Note refers to this document, an.d any extensions, renewals, modifications and substitutions of this Note. C. Loan. Loan refers to tnis transaction generally, including obligations and duties arising from the terms of aU docl..lment:s prl!!pared or submitted for thi:!! transaction such as applications, security agreements, disclosures or notes, and this Note. D. Property. Property is any property, real, personal or intangible, that secure:!! my performat'lce of the obligations of this l.oan. E. Percent. Rates and rate t:hang. limitilltion:!! are expres:!l8d as annualized percentages. 2. PROMISE To PAY. For value received, I promise to pay you or your order, at your address, Of' at suen other location a:!! you may designate, amounts advanced from time to time I.tnder the tllrms of this Note up to the maximum outstanding principal balancll of $300,000.00 (Principal). plus interest tram the date of disbursement, on the unpaid outstanding Principal balance until paid in fu!1. I may borrow up to the Principal amount more than one tim.. All advances made will be made subject to all other terms and conditions of this Loan. 3. INTEREST. Interest will accrue on the unpaid Principal balance of this Note at the rate of 5.25 pereent IInterest RIlt_) until May 6, 2003, after which time it may change as described in the Variable Rate subsection. A. Interes, After Default. If you declar. a default under the terms of this l.oan, including for failure to pay in full at maturity, you may incrillase the Interest Rate payable on the outstanding Principal balance of this Note. In such .vent, int8l'ut will accrue in the following manner: In the event of default for which Lender doe$ not accelerate the Loan, including failure of borrower to provide the financial statements as required hereunder or under the loan agreement, the applicable in,erest rate to the Loan for a p.riod beginning three (31 days after written notice of such default and ending upon the curing of said noticed default, shall incruse three percent {3%1 during the period which noticed default continues. Such default interest rate shall apply to the outstanding principal balance of the Loan. Upon the curing of the no'iced default. the interest ratllt on the Loan shall revert to the initially agreed upon interest tate eHec;tive on the date on wnich the default is cured. B. Maximum Int.res1 AmoUnt. Any amount assessed or collected as interest under the terms of this Note 01 obligation will b. limited to the Maximum Lawful Amount of interest allowed by state or federal law. Amounts collected in excess of the Maximum uwful Amount will be applied first to the unpaid Principal balance. Any remainder will be refunded to ",Il. C. Statutory Authority. The amount llSsessed or collected on this Notll is authorized by th. Pennsylvania Simplification and Availability of Sank Credit Act (Pa. Stat. Ann. titl. 7, S 322). D. Accrual. During the scheduled term of this Loan interest accrues using an Actual/360 days counting method. E. Variable Rat.. The lnterut Rate may cnange during the t.rm of this transaction. 1111ndu. Beginning with tl-le first Change Date, the Interest Rat. will be based on the following index: the highest base rate on corporate loans postlld by at least 75% of the nation's 30 largest bank.s that The Wall Street Journal publishes as th. Prime Rate. The Current Index is the most recent index figure available: on each Change Date. You do not guaranty by selecting this Index, or the margin, tnllt the Intl!lrest Rate on this Note will be the same rate you charge on ~ny other loans or class of loans you make to me or other borrowers. If this Index i$ no longer IIvailabl., you will substitute II similar index. You will give me notice of your choice. . (21 Change Date. Each date on which the Interest Rate may change is called a Change Date. The Interest Rate may change May 6, 2003 and dally thereafter. 131 Calculation Of Change. On each Cnange Date, you will calculatll the lnternt Rata, whicn will be tne Current Index plus 1.000 ~.rcent. The result of this calculation will b. rounded up to the nearest. 125 percent. Subject to any limitations, this wm b. the Interest Rate until 'the next: Change Date. The new Interest Rate will become eff.c;ti.... on I!lach Change Date. The Interest Rate and otner charges on this Nota will never exceed the nighftst rate or charge allowed by law for tnis Note. :~";,:~: _. . ....- ~ -..- -~... ,...... ~~.... -"' ..- .-- ~-.:Jj~ PA/4fkacMura006239000038720110S0503N o199S-Banker-s Systems, Inc., St. Cloud, MN ~ ge 1 4. ADDITIONAL CHARGES. As additional c_ ..eraticn. I agree to pay, or have paid. the fees and char!;r ted on the APPENOlX: FEES AND CHARGES. which is attached to and made part of this Note. 1 understand and i1Qree that some payments to third parties as par, of this transaction may also involve money retained by you or paid bacle to you as commissions or other remuf'\eration. 5. REMEDIAL CHARGES. In addition to interest or other fin""nce ckarges. I agree that I will pay these additional feu based on my method and pattern of payment. Additional remedial charges may be described el:sewhere in this Note. A. Late Charge. If a payment is more tkan 15 days [.;Ite, I will be charged 5.000 percent of the Amount of Payment. I will pay this late charge promptly but only once for each late payment. 6. GOVERNING AGREEMENT. Thi.s Notei:s further governed by the Commercial Loan Agreement executed between you and me as part of this l.oan. as modified. amended or supplemented. Upon execution of tl1is Note. I represent that I have reviewed and am in l:ompliance ......ith the tlHms contained in the Commercial Loan Agreement. 7. PAYMENT. I agree to pay this Note on demand. Upon your demand the entire unpaid balance of Prineipal and accrued interest. along with any earned. and unpaid fees or charges, and the amount of any advances mi!lde on my behalf. will be due and OWing. In addition, I agree to malee the following payments: Interest shall be payable monthly on any un~aid principal balance on the 5th of each month beginning June 5, 2003.. Payments will be rounded to the nearest $.01. With the finlll paYf"l1ent I also agree to pay any additional fees or charges Owing and the amotJnt of any advances you have made to others on my behalf. Payments scheduled to be paid on the 29th, 30th or 31st day of a month that contains no such day ......iII. instead. be made on the IlISt day of such month. Each payment I malee cn this Note will be applied first to interest that is due then to principal that is due, and finally to any charges that I owe other than principal and interest. If you and I agree to a diffe~ent application of payments, Wet will describe cur agreement on this Note. The actual amount of my final payment will depend on my payment record. 8. PREPAYMENT. I may prepay this Loan in full or in part at any time. Any partial prepayment will not excuse any later scheduled payments until I pay in full. 9. LOAN PURPOSE. The purpose of this Loan is to provide a wor~ing capitallina of l:redit. 10. SECURITY. This Loan i:s secured by separate security instruments prepared together with this Note as. follows: Oocument Name Security Agreement. HealthCore LLC Parties to DOCUment HealthCore LLC , 1. ASSUMPTIONS. Someone buying the Property cannot assume the obligation. You may declare the entire balance of the Note to be immediately due and payable upon the creation of. or contract for the creation of. any lien. encumbrance, or transfer of the Property. 12. WAIVERS AND CONSENT. To the e.xtent not prohibite.d by law. I waivlS protest. presentment for payment. demand, notil:e of acceleration. notiClll of intent to accelerate and notice of dishonor. A. Addition~1 Waivers By Borrower. In addition, I, and any party to this Note and Loan. to the extent permitted by law, consent to certain actions you may tak.e, and generally waive defenses that may be Ivailahle based on these actions or ba.sed on the status of a party to thi:s Note. 111 You may renew or extend payments on this Note, regardless of the number of such renewals or extensions. 121 You may release any Borrower, endorser, guarantor. surety, accommodation mak.er or any other co-signer. 131 You may release. substitute or impair any Property securing this Note. 14) You. or any institution participating in this Note. may invoke your right of set.off. 151 You may enter into any sales, repurchases or partidpation8 of this Note to any per80n in any amounts and I waivlt notice of such sales, repurchases or participations. 16) 1 agree that ilny of us signing this Note as a Borrower is iluthorb:ed to modify the term:s of this Note or any instrument securing, guarantying or relating to this Note. 171 I agree that you may inform any party who guarantees this Loan of any Loan accommodations, renewals. extensions. modifications, substitution:s or future advances. B. No Waiver By Lender. Your cour$e of dealing. or your forbearance from. or delay in, the exercise of any of your rights, remedies. privileges or right to insist upon my strict performance of any provisions contained in this Note, or other Loan documents, shall not be constnJed as a waiver by you. unless any such waiver is in writing and is signed by you. 13. APPUCABtE LAW. Thilil Note is governed by the laws of PlInnsylvania. the United States of America and to the extent required. by the law$ of the jurisdiction where the Property is located. In the event of a dispute. the exclusive forum. venue and place of jurisdiction will be in Pennsylvania. unles:s otherwise required by law. Any provision that appoints you as an agent is not subject to the provisions of 20 Pa.C.S.A. Section 5601 et seq. (Chapter 56; Decedents, Estatt's and Fiduciaries Code). By exercising any of your rights under this Note, you do $0 for your sole benefit. 14. JOINT AND INDIVIDUAL LIABILITY AND SUCCESSORS. My obligation to pay this Loan is independent of the obligaticm of any other person who has abo agreed to pay it. You may sue me alone, Q( anyone else who is obligated 01"1 this Loan, or any number of \JS together, to collect this Loan. Extending this Loan or new obligations under this Loan. will not affect: my duty u"der this Loan and I will stin be obligated to pay this Loan. The duties and benefits of this Loan will bind and benefit thIS succl!l$scrs and anigns of you and me. 15. AMENDMENT, INTEGRATION AND SEVERABILlTY. This Note may not be amended or modified by oral agreement. No amendment or modification of this Note is effective unless made in writing and uecuted by you and me. This Note is the complete and final exprusion of the agreement. If any provision of this Note is unenforceable. then the unenforceable provision will be severed and the remaining provisions will still be enforceable. 16. 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 terms of this Note. 17. NOTICE. FINANCIAL REPORTS AND ADDITIONAL DOCUMENTS. Unles~ otherwise required by law. any notice will be given by delivering it or mailing it by first class mail to the appropriate party's addreSS listed in the DATE AND PARTIES seetion. 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. I agree to sign, deliver, and file any additional documents or certifications that you may consider necessary to perfect, continlle. and preserve my obligations under this Loan and to confirm your lien status on any Property. Time is of the eSSence. 1a. CREDIT INFORMATION. 1 agree to supply you with wnatever information you reasonably feel you need to decide whether to continue this Loan. You win malte retquests for this information without undue frequency, and will give me reasonable time in which to supply the information. HellthCore LLC PI!Il'lnsylvania PTOmissory Note PA/4tkacnuraOO62390000387201 1050503N 101996 Banlters Systems, Inc:., St. Cloud. MN ~ /l^t In;ti.,~ Pfe2 19. ERRORS AND OMISSIONS. I agree. if rlii~. ..ted by you, to fully cooperate in the correction, if nece1 in the reasonable discretion of you of any and a1l10an closing documents so that all documents accuratety describe the loan between you and me. I agree to a..sume all cO$'CS including by way of i1\ustrllltion and not limnatiQn, actual expenses, legal fees and marketing losses for failing to reasonably comply with your requesU withif'\ thirty (30) days. WARRANT OF AUTHORITY TO CONFESS JUDGMENT. Upon default. in addition to all other remedies and rights available to you, by signing below I irrevocably authorize the prothonotary. clerk. or any attorney to appear in any court of record having jurisdiction OVer this matter and to confess judgment against mil! at any time without stay of execution. I wllive notice. service of process, and process. I agree and understand that judgment may be confessed against me for any unpaid principilll. accrued interest, and accrued charges due on this Note, plus collection costs and reasonable attorneys' fees up to 15 percent of the judgment. The exercise of the power to confess judgment will not e:thaust this warrant of authority to confess judgment and may b_ done as often as you elect. I further understand that my property may be sei2.ltd without prior notice to satisfy the debt owed. I knowing}y. intentionally. and voluntarily waive any and ail constitutional rights I have to pre-deprivation notice and hearing under federal and stat. laws and fully understand th_ cllnsequences of this waiver. By ,;gn;ng ~~.:~;:te~};~i-2 ~e=s of the CONFESSION OF JUDGMENT secl;on. I ~ J ______ By I Jer'" J Kerr, Member \ I. 20. SiGNATURES. \)S19nln9 under ~ I, I agree to the terms contained In thIS Note. I also acknowledge receipt of a copy of this Note, BORROWER: HealthCore LLC PannsyivlJnia Promi.sory Note PAJ4fkachura0062J90000JS7 201 1050503N 01996 Banltars Systems, Inc.. St. Cloud, MN ~ ,..." I UtA Ini~"r'-- APPENDIX: FEes AND CHARGES A~ de$cribed in the ADDITIONAL CHARGES section of the anached Not!!l, I agres to pay. or have paid, thes... additional fees and charges. Nonrefundable Fees and Chargu. The following fees are earned when collected and will not be refund$d if I prepay this NQte before the $cheduled maturity date. UCC filing. Aln) UCC filing fee of $84.00 payable from sepOlrata funds on or before today's date. Cocument Prepar:atlon. Atn) Document Preparation fee of $300.00 payable from separate funds on or before today's date. I understand and agree that some payments to third parties as part of this transaction may also involve money retained by you or paid bade to you as commissions or other remuneration. HealthCore LLC Pennsylvania Promissory Note PAJ4fkac:huraOOS239000038720 1 10S0503N 01996 Bankers SYS'tllma, Inc., St. Cloud. MN ~ In;tial.(f:1 Pag 4 i LOAN NUMBER La. .AME ACCT. NUMBER ,EMENT DATE 1001.01575 HealthCore LLC 05/05/03 \ ., NOTE AMOUNT INDEX Iw/Marginl RATE MATURITY DATE $300,000.00 Walt Street Journal Prime pius 5.25% Payable on Demand 1.000% Creditor Use Only INITIALS RM LOAN PURPOSE Commercial COMMERCIAL LOAN AGREEMENT Revolving Draw Loan DATE AND PARTIES. The date af this Commercial Loan Agree,ment (Agreementl is May 5, 2003. The partie.$ and 'their addres~es are as follows: LENDER: THE LEGACY BANK 2600 Cammerce Orivlt Harrisburg, Pennsylvania 17110 BORROWER: HEAL THeORE LLC a Pennsylvania Corporation 47 West Pomfret Street Carlisle. Pennsylvania 17013 1. DEFINITIONS. F=or the purpoSes of this Agreement, the following terms have the fOllowing meanings. A. Accounting Terms. In this Agreement, any accounting terms that are not specifically defined wlll have their cU.!ltomary meanings under generally accepte,d accounting principles. ' B. Insiders. Insiders includ. thou defined as insiders by the United States Bankruptcy Code, iIS amended; or to thlt extent left undefined, include without limiUltion any officer, employee, $tockholder or membltr, director, partner, or any immediate family mElmber of any of the foregoing, or any person or entity which, dirElctly or indirsctly, controls, is controlled by or is under common control with me. C. Loan. The Loan rltfers tl:) this tri!lnsaction generally, including obligatio"5 and duties arising from the terms of aU documents prepared or submitted for this transaction. D. Pronouru. The pronouns "I", "ml!l" and '"my" refer to every BorrowElr signing tnis Agreement, individually or together, land their heirs, successors and assigns. "You. and "your'" refers to the Loan's lender, any participants or syndicators, or any person or company.that acquires an interest in the Loan and their SUCCltssors and assigns. E. Property. Property is any property, real, personal or intangible, that secures my performance of the obligations of tnis LQan. 2. ADVANCES. Advances under this Agreement lire made according to the following terms and eonditlons. A. Multiple Adv.nces . Revolving. In accordance with the terms of this Agreement and ath.r Loan documents, you will pr,ovide me with a revolVing draw note and the maximum ouU:tanding principal balance will not exceed $300,000.00 lPrincipi!lll. B. Requests for Advances. My requests are a warranty that I am in compliance with all the Loan documents. When required by you for a particular method of advance, my requests for an advance must specify the rElquested amount and the datEl and be accompanied with any agreements, documents. and instruments that you require for the Loan. Any payment by you of any check, sh/!lre draft or other charge may, at your option, constitute an advance on the Loan to me. All advances will bEl madlt in United States dollars. I will indemnify you and hold you harmless for your reliance on any request for advances that you reasonably believe to be genuine. To the extent permitted by law. I will indemnity you and hold you harmless when the person making any request reprltsents that I authorized this person to request an advi!lnce even whltn this pl!lrson is unauthorized or this person's signature 1s not genuine. , or anyone I authorize to act on my behalf may request advances by the following methods. 11} I make a request in person. IZ11 mak.e a request by phone, 131 I make a request by mail, C. AdvanCIt Umhations. In addition to any other Loan conditions. requests for, and access ta, advances are sub}ect to, the following limitations. 111 Discretionary Advances. You will milk. all Loan advances at your sole discretion. IZI Advance Amount. Subject to the terms and condition" contained in thi!l Agreement, advances will be made in exactly the amount I request. 131 Cut.OH Time. Requests fOf an advance received before 02:00 PM will be made on any day that you are open for business, on the day fOf which the advance is requested. 141 Disbursement of Advances. On my fulfillment of this Agreement's terms and conditions, you will disburslt the advance in any manner as you and I agrlte. 151 Credit Limit. I understand that you will not ordinarily grant a request for an advance that would cause the unpaid principal of my Loan to b. greater than the Principal limit. You may, at your option, grant slJCh a reque$t without obligating yourselves to do so i.... the future. 161 Records. Your records will be concll./sive evidence as to the amOl.lnt of advances, the Loan's utl~aid f:lrincipal balances and the accrued intltre.st. D. Conditions. I will satisfy all of the following conditions before you either issue any promissory notes or make any advances under this Agreement. (1) No Default. Thenl has not been a default under this Agreement or other Loan documents nor would a default result from mal(jng the Loan or any advance. IZllnformation. You have received all documents, information, certtflcatiClns and warranties as you may r&quire, all properly executflld, if appropriate, on forms acceptable to you. This includes, but is not Iimltec:l to, the documents and other items Iistltd in the Loan Checklist Report which is hereby incorporated by reference into this Agreement. 131 Inspections. You have made all inspections that you consider necessary and are satisfied with this inspection. HealthCare t.LC Pennsylvanio1l Commercial Loan Agreement PA/4fkaehura0062390000387~O 11 050503Y 01996 Bankers Systems, Inc., St. Cloud, MN ~.. 'n"'" ID- 7"' 141 Conditions and Covenants. I WI, other Loan documents. 151 Warranties and Representations. The warranties and representations contained in this Agreement are true and correct at the time of making the requested advance. 161 Finaneial Statements. My most recent financial statements and other financ::ial reports, delivered to you, are current, complete, true and accurate in all material respects and fairly represent my financial condition. (7) Bankruptcy Proceedings. No proceeding under the United States Bankruptcy Code has been commenced by or against me or any of my affiliates. E. Additional Conditions. All draws andlor advancllS must be requested in writing via fax or in person and are subject to a 2.4 hour processing period Ie performed and complied with all conditions required t advance and all covenants in this Agreement and any 3. DEMAND. I agree to fully repay the Loan on demand. 4. WARRANTIES AND REPRESENTATIONS. I make to you the following warrantin and representations which will c:ontinlJe as long iilIS thi.$ Loan is in effect, except when this Agreement provides othl!'lrwise. A. Power. I am duly organized, and validly exi.$ting and in good standing in all jurisdiction$ in which I operate. I have the power and authority to enter into this transaction and to carry on my business or activity as it is now being conducted and, as applicable, am qualified to do 50 in each jurisdiction in which I operate. B. Authority. The execution, delivery and performance of tkis Loan and the obligation evidenced by the Note ate within my ~oWers, have been duly alJthorized, have received all necessary governmental approval, will not violate any provision of law, or order of court or governmental agency, and will not violate any agreement to which I am a ~arty or to which l;am or any of my property is subject, C. Name and Place of Business. Other than previously disclosed in writing to you I have not changed my name or principal place at business within the last 10 years and have not used any Clther trade or fictitiou; name, Without your prior written consent, I do not and will not use any other name ;and will preset\le my existing name, tradlt names and franchises. D. Loan Purpon, This LOan is for Commercial purposes, E. No Other Liens, lawn or lease aU property that I need to conduct my business and activities. I have good and marketable title to all property that I own or lea:se. All of my Property is free and clear of all liens, security interests, encumbrances and other adverse c:laims and interests, except those to you or those you consent to in writing, F. Compliance With Laws. I am not violating any laws, "lIgulations, rules, orders, judgments or decrees applicable to me or my property, except for those which I am challenging in good faith through proper proceedings after providing adequate reserves to fully p"y thl!'l claim and its challenge should I 1058. G. Legal Dispute. There are no pending or threatened lawsuits, arbitrations or Other proceeding$ against me or my property that singly or together may materially and adversely affect my property, operations, financial condition, or business. H. Adverse Agreements. I am not Oil party to, nor am I bound by, any agreement that is now or is likely to become materially adverse to my business, Property or operations. I. Other Claims. There are no outstanding claims or rights that would conflict with the execution, dl!'llivery or performance by me of the terms and con,ditions of this Agreement or the other Loan documents. No outstanding claims or rights exist that may result in a lien on the Property, the Property's proceeds and the proceeds of proceeds, except liens that were disclosed to and agreed to by you in writing. J. Solvency. I am able to pay my debts as they mature, my assets eXceed my liabilities and I have sufficient capital for my current and planned business and other activities. I will not become insolvent by the execution or performance of this Loan. 5. FINANCIAL STATEMENTS. I will prepare and maintain my financial records using consistently applied generally accepted accounting principles then in effect. I will provide you with financial information in a form that you accept and under the follOWing terms. A. Certification. I represent and warrant that any financial statements that I prOVide you fairly represents my financial condition for the stated periods, is current, complete, true and ac;curate in all material respects, includes all of my direct or contingent liabilities and there has been no material adverse ckange in my financial condition, operations or business sinclI the date the financial information was prepared. B. Frequency, Annually, I will provide to you my financial statemel"\ts, tax returns, annual internal audit reports or those prepared by independent accountantS as soon as available or at IUlit within 90 days after the close of each of my fiscal years. Any annual financial statements that 1 provide you will be compiled stat8ments. C. SEC Reports. I will provide you with true and corrttCt copies of all reports, notices or statements that I provide to the Securities and Exchange Commission, any securities exchange or my stockholders, owners, or the holders of any material indebtedness as $oon as available or at least wlthin days aft.r issuance. D. Requested Information. r will provide you with any other information about my operations, financial aHairs and conditiof'l within 30 days after your request. 6. COVENANTS. Until the Loan and all related debts, liabilities and obligations are paid and discharged, I will comply with the following terms, unless you waive complil!lnce in writing. A. Participation. I consent to you participating or syndic::ating the Loan and sharing any information that you decide is necessary about me and the Loan with the othl!'lr participants or syndicator;. B. Inspection. Upon rnsonable notice, I will permit you or your agent:s to enter any of my premises and any location where my Property is lceated during regular business hours to do the following. (1) You may inspect, audit, chec~, review olIond obtain copies from my books, records. journals, orders, receipts, and any corre$pondence and other busines$ related data, HealthCore LLC Pennsylvania Commerc::lal Loan Agreement PA/4fk.achura008 239000038720 11 050503Y 121 You may discuss my affairs, finances and business with olIony Of'le who provides you with IlIvidence that th.y are a creditor of mine, the sufficiency of which will be subjkt to your sole discretion. 131 You may inspect my Property, audit for the use and disposition of the Property's proceeds and proceeds of proceeds: or do whatever yOlJ decide is necessary to preserve and protect the Property and your interest in the Property. After prior notice to me, you may discuss my financial condition and business operations with my independent accountants, if any, or my chief financial oHicer and I may be presl!lnt during these discuuions. As long as the Loan is outstanding, I will direct all of my aCCOl.lntants and auditors to permit you to examine my records in their possession and to make copies of these records. You will U$9 your best efforts to maintain the confidentiality of the information you or your agents obtain, exc:ept you may provide your regulator, if any, with required information about my financial condition, opefation and business or that of my parent, subsidiaries or affiliates. C. Business Requirements. I will preserve and maintain my present existence and good standing: in the jurisdiction where I am organind and all of my rights, privileges and franchises. I will do all that is needed or required to continue my business or activities as presently conducted, by obtaining licenses, permits and bonds everywhllre I engage in business or activitie$ or own, lease or locate my property. I will obtain your prior written consent beforlll cea$9 my business or before I engage in any new line of business that is materially different from my present business. D. Compllanc::e with Laws. I will not violate any laws, regulations, rules, orders, judgments or decrees applicable to me or my Property, except for those which I challenge in good faith through proper proceedings after providing adeqlJate reserves to fully pay the claim and its appei!ll should I lose. Laws include without limitation the Federal Fair Labor Standards Act requirements for producing goods, the federal Employee Retirement Income Security Act of 1974's requirements for the establishment, funding and manollogement of qualified def.red compenliation plans for employees, health and safety laws, environmental laws, tax laws, licensing and permit laws. On your request, I will provide you WIth wrItten evidence that I have fully and tImely p.lId my taxes, assessments a114)oth8r Inonal~ ,age 2 01996 Bankers Systems, Inc , St. Cloud, MN ~,. governmental charges levied at impos6(' ne, my ir'lcome or profits and my property. Tax~s i. without limitation sales taxes, use taxes, person~1 property ta;ltes, documentary stamp taxes, recordation taxes, franchi::;e taxes, income taxes, wlthho, J taxes, FICA taxes and unemployment taxes. I Will adequately !:Irovide for the payment of thue taxes, assessments and other charges that have accrued buc are not yet due and payable. E. New Organizations. I will obtain your written consent and any necessary change: to the Loan documents before I organize or participate in the organization of any entity, merge into or consolidate with anyone, permit anyone else to merge into me, acquire all or substantially all of the assets of anyone else or otherwise materially change my legal structure, management. ownership or financial condition. F. Dealings with Insiders. I will not purchase, acquire or lease any property or services from, or sell, 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 approved by you or as this Agreement otherwise permits. I will not change or breach the$e contracts existing at Loan application so as to cause an acceleration of or an increase in any paymeMs due. G. Other Debts. I will pay when due any and all other debts owed or guaranteed by me and will faithfully perform, or comply with all the conditions and obligations imposed on me concerning the debt or guaranty. H. Other UlIbilities. 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 term.s acceptable to yOIJ; accounts payable incurred in the ordinary course of my business and paid under customary trade terms or contested in good faith with reserves satisfactory to you. I. Notice to You. I 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 me and any third party which materially and adversely affects my property, operations, financial condition or business. 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 best of their knowledge no event of default exists under the terms of this Agreement or the other Loan documents, and that there exists no ather action, condition or event which with the giving of notice or la~se of time or both would constitute a default. As requested, my chief financial officer or my independent accountant will also provide you with computations demonstrating compliance with any financial covenants and ratios contained in this Agreement. If an action, condition or event of default dollS exist, the certificate must accurateiy and tully disclose the ltxtent and nature of this action, condition or event and state what must be done to correct it. K. Un of loan Proceeds. I will not permit the loan proceeds to be used to purchase, carry, reduce, or rlttire any loan ori!jlinally incurred to purchase or carry any margin stock or otherwise cause the Loan to violate Federal Fl.es~rve board Fl.egulations G, U, Qr X, or Section a of the Securities and Exchange Act of 1934 and its regulations, CIS amended. L. Dispose of No AS3ets. Without your prior written consent or as the Loan docun'ients permit, t will not sell, lease, assign. transfer, dispose of or otherwise distribute all or substantially aU of my assets to any person other than in the ordinary course of business tar thll assets' depreciated bOOK value or more. M. No Other Liens. I will not create, permit or sufter any lien or encumbrance upon any of my properties for or by ilnyone, ather than you, except for: nanconsensual 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 faith after making appropriate reserVes; valid purchase money security interesu on personal property; or any other liens specifically agreed to by you in writing, N. Guaranties. I will not guaranty or bl!!come liable in any way as surety. endorser (other than as endorser at negotiable instruments in the ordinary course ot business) or accommodation endor$er or otherwise for the debt or obligations of any other person or entity, except to you or as you otherwise specifically agree in writing. O. No Def.ult under Other Agreements. I will not allow to occur, or to continue unremedied, any act. event or condition which constitutes 21 default, or which, with the passage ot time or giving of noticlt, or both, would constitute a default under any agreement, document, instrument or undertaking to which I am a 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 Qr business. 1 will use my best efforts to bring about a favorable and speedy result of any of these lawsuits, arbitrations or other proceedings. Q. Other Notic.". I will immediately provide you with any information that may materially and adversely aNect my ability to perform this Agreement and of Its anticipated effect. R. No Change in Capital. I will not release, redeem, retire, purchase or otherwise acquire, directly or indirectly, any of my capital stock or other equity security or partnership interest, or make any change in my capital structure, except to the extent required by any agreements signed prior to this Agreement and disclosed to you or with your prior written consent. S. Loan Obligations. I will comply with the terms and agreements con~ained in this Agreement and in the other Loan documents, T. Insurance. I will obtain and maintain insurance with inllurers, in amOl,inU and coverages that are acceptable to you and customary with industry practice. lhis 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 will deliver to you certified copies of all of these insurance policies, binders or certificates. I will obtain and maintain a mortgagee or loss payee endorsement for YOl,i when these endorsements are available. t will immediately notify you of cancellation ot termination of insurance. 1 will require all insurance policies to provide you with at least 10 day~ prior written r'lotice to you of cancellation or modification. I consent to you using or disclosing information relative to any contract Qf insurance required by the Loan for the purpose of replacing this insurance. I also authorize my insurer and you to exchange all relevant information related to any contract of insurance required by any document executed as part of this Loan. U. Property Maintenance. I will Keep all tangible and intangible property that I consider necessary or useful in my business in good working condition by making all needed repairs, replacements and improvements and by making 2111 rental, lease or other payments due on this proplitrty. V. Property Lou. I will immediately notify you, and the insurance company when appropriate, of any matarial casualty. loss or depreciation to the Property or to my other property that affects my business. W. Accounts Receivable Collection. I will collect and otherwise enforce all of my unpaid Accounts Fl.eceivable at my cost and expense, until you end my authority to do so, which you may do at any time to protect your best interests. I will not sell, assign or otherwin dispose of any Accounts Fl.eceivable without your written consent. I will not commingle the Accounts Fl.eceivabl. proceeds with any ot my other property. X. R.serves. You may set aside and reserve Loan proceeds for Loan interest. fees and expenses, taxes, and insurance. No interest will accrue on any reserve Loan procnds. Disbursement of reserves is disbursement of the Loan's proceeds. At my request, you wilt disburse the reserves for the purpose they wero set aside for, as long 21$ I am not in default under this Agreement. You may directly pay these reserved items, reimburse me tor payments I made, or reduce thlt renrves and increase the Loan proceeds available for disbursement. Y. Additicmal Covenants. Total Owner's Compensation snail be limited to the grea~er of the sum of Owner's income tax liability, life insurance and disability insurance premiums or 50% of accrual basis profit, with a minimum amount of $100,000.00, 7. COLLECTION EXPENSES AND ATTORNEYS' FEES. On or after Oefal.llt, to the extent permined by law, I agree tQ pay all expenses of collection, enforcement or protection of your rights and remedies under this Agreement. expenses include. but are not limited to, anorneys' fees, court costs and Qther legal expenses. These expf!:nses are due and ~ayable immediately. If not !:laid immediately, these expenses will bear interest from the date of payment until paid in full at the highest interest rate in effect as provided for in the terms of this Loan. All fees and expenseS will be secured by the Property I have granted to you, if any. To the extent permitted by the United States BankrIJptcy Code, I agree to pay the reasonable iittorneys' fees you incur to collect this debt as awarded by any COIJrt exercising juriSdiction under the Bankruptcy Code. HealthCore LlC Pennsylvania Commercial Loan Agreement PAJ4fkachura006Z390000J8720110S0S03Y 01996 Bankers Systems, Inc., St. Cloud, MN ~ Initi~ rQfI 3 8. APPllCA3LE LAW. This Agreement is gl.....rned by the laws of Pennsylvania. the United States 01 ..rica and to the extlitnt reqUired. by the laws of the jurisdiction where the Property is located. In the event of a dispute. the exclusive forum, venue and place of jurisdiction will 'be in Pennsylvania, unless otherwise required by law. Any pr<:lvision that appoints you i!IS an agent is not subject to the provisions of 20 Pa.C.S.A. Section 5601 et seq, (Chapter 56; Decedents, Estates and Fiduciaries Code). By exercising any of your rights under this Agreement, you do $0 for your sole benefit. s. JOINT AND INDIVIDUAL LIABILITY AND SUCCESSORS. My obligation to pay this Loan is independent of the obligation of any other person who has also agreed to pay it. You may sue me alone. or anyone else who is obligated on thi.s Loan, or any number of us together, to collect this Loan. Extending thi.s Loan or new obligatil;ms under this Loan, will not affect my duty under thi.s Loal'! and I will still be obligated to pay this L()an. Thl!l duties and benefits of this Loan will bind and benefit the successors al'!d assigns of you and me. 10. AMENDMENT. INTEGRATION AND SEVERABILITY. This Agre$ment may not be amended or modified by oral agreement. No amendment or modification of this Agreement is effective unless made in writing and executed by you and me. This Agreement is the complete and final expression of the understanding between you and me, If any prOVision of this Agreement is unenforceable, then the unenforceable provision will be severed and the remaining provisions will still be enforceable. 11.INTERPRETATION. Whenever used, the singular includes the plural and th. plural includes the singular. The section headings are for convenience only and are not to be used to interpret or define the terms of this Agreement. 12. NOTICe. FINANCIAL REPORTS AND ADDITIONAL DOCUMENTS. Unless otherwise required by law, any notice will be given by delivering It or mailing it 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. I will provide you any financial statement or information you request. All financial statements and information 1 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 Loan and to confirm your lien status on any Property. Time is of the essence. 13. SIGNATURES. By signing under seal, I agree to the terms contained in this Agreement. I also ack.nowledge receipt of a copy of this Agreement. BORROWER: L,~~~ I Saer. Me b~ ,)11 B" UlQ/~ r 'JK.n.Meo /SeiJH (SeiJl) HealthCore LlC Pennsylvania Commercial Loan Agreement PA/4fkachura0062390000387 2011 050503y 01996 Bank.ers Systems, Inc., St. Cloud. MN ~.. (\, . In;ti'l~ pat4 August 10, 2004 J enine 1. 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 woulli 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 Joumal 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 ..... ,'1< ~ I , TUCI<ERIARE~~Po?n~~ -" '.. - f.c .-~epnl!niorr~ne-s~ smatthes@tuckerlaw.com October 7, 2004 VIA CERTIFIED MAil, RETURN RECEIPT REQUESTED NO. 7002 2410 000123672683 AND FIRST CLASS MAIL Jenine J. Kerr 21 Dannah Drive 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, 20.03 (the "Guaranty"), which was executed and delivered to Legacy by Jenine J. Kerr. (the "Guarantor"). The paragraph of the Note entitled "DEFAULT" provides, in part, that Borrower will be in default if Borrower, among other things fails to make payments when due under thi,s Note or if Borrower is in Default under other Agreements with Lendor. The Note provides that upon default, Lender may "(a) require immediate payment of all amounts owing under this Note; (b) collect all amounts owing from any Borrower or Guarantor; (c) 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 Aremsberg,P.C; .... ..... 111 North Front Street P.O. Box 889 Harrisburg, PA 17108 www.tuckerlaw.com p.800.257.4121 p.717.234.4121 f.717.232.6802 TUCKER!ARE~~~?n~~ Jenine J. Kerr 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. Very truly yours, FSM/dth cc: Ronald W. Baer Krista K. Baer HealthCore, LLC 72492.1 r-..:'> , ~ ~ ~ "- v\ ~ G ~ (p, ~~ . r ~ ~ ~ ~ ", '." \.J .....' ~ ~ \..v \ '\.'l, "'- ~ ""- 'J0 . <: '. ~ ~ ~ ~~ ~ 'lJ ~ <. }J N TUCKER ARENSBERG, P.C. By: F. Stephenson Matthes PA 1.0. 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, v. CIVIL DIVISION JENINE J. KERR 21 Dannah Drive Carlisle, PA 17013, NO. Defendant. AFFIDAVIT COMMONWEALTH OF PENNSYLVANIA 88. CUMBERLAND COUNTY Mark 8tetens, being duly sworn according to law, deposes and says that he is a 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. MTIl4 ~'F The Legacy B~k swor~o and subscribed before me this day of October, 2004. ~.~(7()~ N~ Public. ~flJ. ~~ ~~", " NOT IA ' Ii BARBARA L. SAlary Put;)iC I 'i SU2qoohanna Twp" Dauphin CCi>~IL. ! , f,~", Ccmmiss!on Expires August ?~~,,~~~<?~. J' :....--:...--~-_.~-, -"-_'~-~,""""._"-.,.." 72456.1 - 2- r--' C:.1 'i2 (":/ (-;' --.\ , (1J ~, TUCKER ARENSBERG, P.C. By: F. Stephenson Matthes PA 1.0. No. 67408 111 North Front Street P.O. Box 889 Harrisburg, PA 17108-0889 Telephone: 717-234-4121 Facsimile: 717-232-6802 '-t? -:,':\ (~) ~<. 0) THE LEGACY BANK, 2600 Commerce Drive Harrisburg, PA 17110, COURT OF COMMON PLEAS CUMBERLAND COUNTY Plaintiff, v. CIVIL DIVISION JENINE J. KERR 21 Dannah Drive Carlisle, PA 17013, NO. Defendant. AFFIDAVIT OF NON-MILITARY SERVICE COMMONWEALTH OF PENNSYLVANIA CUMBERLAND COUNTY SS Before me, the unders~' ned Notary Public, in and for said County and State, personally appeared Mark St ns, CFO of The Legacy Bank, Plaintiff herein who, as an authorized representative t ereof, being duly sworn according to law, deposes and says that the Defendant is not in the military service of the . States of America, to the best of his knowledge, information and bereyr '1iD~ . Mark &t~ ,CF The Legac ank Sworn to~d subscribed before m~~ day of Oc ber,2004( Notary Public 72460.1 TUCKER ARENSBERG, P.C. By: F. Stephenson Matthes PA 1.0. 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, v. CIVIL DIVISION JENINE J. KERR 21 Dannah Drive Carlisle, PA 17013, NO. Defendant. AFFIDAVIT OF INCOME 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 Bank; that he is a duly authorized representative of Plaintiff; and that to the best of his knowledge, information and belief th . ome of the Defendant is ;0 e'oo~ of $10,000.00 pe, ye". M'MJ, \ ~FO The Legacy1~nk '-- 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, v. CIVIL DIVISION NO. JENINE J. KERR 21 Dannah Drive Carlisle, PA 17013, Defendant. 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 Bank; 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. ~11 01, et ~.; ~~~e~hat the foregoing facts are true and correct t~lJ;1 of his wle e, information and Mar~ ~t'~s~~o The Legacy Bank swo~o and Subscribed before me thkAC::~~ N~ Public 72476,1 r.---'....-NoT'" i L :1 BARBARA L SAt ., NO, Notp,;)' PU(':i; 1 Susqoohanna Twp., Dauphin Cc:mr/ _~Y- CQm~~El~~_.~~F(!.9.3Jl.~~q~~~~}.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 Commerce Drive Harrisburg, PA 17110, COURT OF COMMON PLEAS CUMBERLAND COUNTY Plaintiff, v. CIVIL DIVISION JENINE J. KERR 21 Dannah Drive Carlisle, PA 17013, NO. Defendant. AVERMENT OF DEFAULT 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 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 a 0 to and subscribed before me day of Octo9rr, tf04. , t~ otary Public. 72481,1 TUCKER ARENSBERG, P.C. By: F. Stephenson Matthes PA 1.0. 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, v. CIVIL DIVISION NO. JENINE J. KERR 21 Dannah Drive Carlisle, PA 17013, Defendant. AFFIDAVIT OF COMMERCIAL TRANSACTION 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 Bank; that he is a duly authorized representative of Plaintiff; that the underlying transaction relative to this Complaint In Confession Of Judgment is a commercial transaction to the best of his know d infor Ion a elief. Sworn to and subscribed before me this "(;. day c;>f..O ober, 2004. ~l~j( ~ ~~t:ry Public 72486.1 TUCKERARENSBERG,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, v. CIVIL DIVISION JENINE J. KERR 21 Dannah Drive Carlisle, PA 17013, NO. Defendant. VERIFICATION Mark Ste~ns 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. 34904 relating to unsworn falsification to a Dated: 72499.1 loh\OLf Mark St n CFO The Legacy ank 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, ,c/ COURT OF COMMON PLEAS CUMBERLAND COUNTY Plaintiff, v. CIVil DIVISION NO. JENINE J. KERR 21 Dannah Drive Carlisle, PA 17013, Defendant. ACT 105 OF 2000 NOTICE A JUDGMENT HAS BEEN ENTERED AGAINST YOU BY CONFESSION OF JUDGMENT. PURSUANT TO 42 PA C.S.A. 92737.1, 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 - StrikinQ Off JudQment. (a)(l) 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 filed 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. (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. R A~BERG. P.C. F. "eo,,, ~ PA 1.0. No. 67408 111 North Front Street P.O. Box 889 Harrisburg, PA 17108-0889 Telephone: 717-234-4121 Facsimile: 717-232-6802 Dated and Served: October L, 2004 By Certified Mail Return Receipt Requested Attorneys for Plaintiff, The Legacy Bank 72447.1 - 2- TUCKERARENSBERG,P.C. By: F. Stephenson Matthes PA 1.0. No. 67408 111 North Front Street P.O. Box 889 Harrisburg, PA 17108-0889 Telephone: 717-234-4121 Facsirnile: 717-232-6802 THE LEGACY BANK, 2600 Commerce Drive Harrisburg, PA 17110, COURT OF COMMON PLEAS CUMBERLAND COUNTY Plaintiff, v. CIVIL DIVISION No.()1-!JJ~<:J JENINE J. KERR 21 Dannah Drive Carlisle, PA 17013, Defendant. ENTRY OF JUDGMENT BY CONFESSION AND ASSESSMENT OF DAMAGES Pursuant to the Complaint in Confession of Judgment filed in the within action and the Warrant of Attorney attached hereto, judgment is hereby entered against the Defendant, jointly and severally. 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) 72472.1 - 2- m.;1 joJ~nnnJ p OTHO~A~Y / TUCKERARENSBERG,P.C. By: F. Stephenson Matthes PA 1.0. 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, v. CIVIL DIVISION rI NO. (] 1 -:.50C6 'b JENINE J. KERR 21 Dannah Drive Carlisle, PA 17013, 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. If you have any questions concerning this Notice, please call, F. Stephenson Matthes, Esquire, at (717) 234-4121. qQ1 II) /cJ/m~)j)fW) "196'THONOTARY / 72468.1 J Uniform Tax Parcel No. 08-11-0294-136 SS ~QDl1-50~~ COMMONWEALTH OF PENNSYLVANIA COUNTY OF CUMBERLAND PARTIAL RELEASE OF JUDGMENTS LIENS KNOW ALL MEN BY THESE PRESENTS that THE LEGACY BANK (the "Bank" or "Releasor"), hereby declares as follows: BACKGROUND A. On or about October 28, 2004, Judgment was entered in the amount of $302,614.59 in favor of the Bank and against Jenine J. Kerr a/k/a Jenine Jeska Kerr, in the Court of Common Pleas of Cumberland County, and docketed to civil action #2004- 5088. B. The above-referenced Judgment IS hereinafter collectively referred to as the "Judgment". C. Jenine J, Kerr a/k/a Jenine Jeska Kerr, is the owner of that certain lot located at and known as 21 Dannah Drive, Dickinson Township, Cumberland County, Pennsylvania, also known as tax parcel identification number 08-11-0294-136 and as more particularly described in Exhibit "A" attached hereto (collectively the "Property"). D. The Judgment presently operates as a lien on the Property of Jenine J. Kerr a/k/a Jenine Jeska Kerr. E. The Bank is willing to release the Property from the lien of the Judgment as stated herein. RELEASE NOW THEREFORE, at the instance and request of Jenine J. Kerr a/k/a Jenine Jeska Kerr and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, The Legacy Bank, for itself, its successors and assigns, does hereby covenant, promise, and agree with Jenine J. Kerr a/k/a Jenine Jeska Kerr and her heirs, executors, administrators, successors and assigns, that it will not attach or levy upon, sell or dispose of, claim or demand the said Property, in or as a result of the Judgments, or any of them, or assert or claim any estate in, to or under said Property; and further releases the liens of the Judgments only on the said Property, in order that Jenine J. Kerr a/k/a Jenine Jeska Kerr and her respective heirs, executors, administrators, successors, assigns, and grantees shall and hereafter may hold, own and possess the said Property free and clear from the Judgments; provided, however, that nothing herein contained shall invalidate the lien or security of the Judgments upon any other real estate of Jenine J. Kerr a/k/a Jenine Jeska Kerr, individually or jointly, in Cumberland County, Pennsylvania or elsewhere. l ( ~_.. IN WITNESS WHEREOF, the Bank has executed this Partial Release of Judgments Liens this LoTll day of5pptemt>e.(, 2006. WITNESS: a 0r\#~ G '&1f 1c(J The Lega~ ~ By: ~ert W. Engf Its: J/ru- ?fC(;cf~ I COMMONWEALTH OF PENNSYLVANIA SS COUNTY OF On this, &fu day of S~+e-mDer \ 2006, before me, a Notary Public, the undersigned officer, personally appeared fZo'oe{ t- W. f. ~e \ who acknowledged himself/herself to be the V', C~ P (e S \ c\ ery-t- of the Legacy Bank, a ~i Ilq'{\<S,'\ q \ \{,Ce.. Pres\c\e(\+ banking association and that he/she as such being authorized to do so, execute and acknowledged the foregoing instrument for the purpose therein contained by signing the name of The Legacy Bank by himself/herself as V'ICe.. P (e s \c\ e-y\T IN WITNESS WHEREOF, I hereunto set my hand and official seal. . ~a.j~ Notary Public After recording return to: CUNNINGHAM & CHERNICOFF, P.C. Bruce J. Warshawsky, Esquire 2320 North Second Street Harrisburg, Pennsylvania 17110 COMMONWEALTH OF PENNSYLVANIA Notarial Seal Debra A. Sullivan. Notary Public City Of Wdliam$pOrt. Lycoming County My Com/T1i$SiOn Expires Apr. 25.2010 Member. Pennsylvania Association of Notaries " ,~ EXHIBIT "A" - LEGAL DESCRIPTION ALL THAT CERTAIN lot of land situated in Dickinson Township, Cumberland County, Pennsylvania, bounded and described in accordance with Subdivision Plan for Heritage Valley prepared by Statler-Brehm Associates, Inc., dated October 13, 1993, consisting of 10 pages, a copy of which was recorded in the hereinafter named Recorder's Office on February 10, 1995, in Plan Book 69, Page 79, etc., which Subdivision Plan for Heritage Valley is incorporated herein by reference, as follows: BEGINNING at a point on the northern line of 50 feet wide Dannah Drive at the dividing line between Lots Nos. 43 and 44; thence along said northern line of 50 feet wide Dannah Drive the following two courses and distances; (1) by a curve to the left having a radius of 250.00 feet an arc distance of 56.04 feet to a point; and (2) North 85 degrees 02 minutes 30 seconds West a distance of 51.14 feet to a point at the dividing line between Lots Nos. 44 and 45; thence along said dividing line between said Lots Nos. 44 and 45, North 04 degrees 57 minutes 30 seconds East a distance of 286.15 feet to a point on the southern dedicated right of way line of Pennsylvania route No. 174 known as West Old York Road, which southern dedicated right of way line is 30 feet south of the original centerline of said West Old York Road; thence along said southern dedicated right of way line, by a curve to the right having a radius of 3000.00 feet an arc distance of 320.50 feet to a point at the dividing line between said Lots Nos. 43 and 44; thence along said dividing line between said Lots Nos. 43 and 44, South 37 degrees 30 minutes 28 seconds West a distance of 342.52 feet to a point on the northern line of 50 feet wide Dannah Drive at the place of beginning. THE ABOVE described lot of land is all of Lot No. 44 as shown on said Subdivision Plan for Heritage Valley recorded as aforesaid, and contains an area of 67,036.84 square feet, or 1.54 acres, more or less, and has the mailing address of 21 Dannah Drive, Carlisle, Pennsylvania 17013. BEING the same premises which Peter Them Builders, Inc., a corporation, by Deed dated April 30, 2002, and recorded in the Cumberland County Recorder of Deeds Office on May 1, 2002, in Deed Book 251, Page 2553 conveyed unto Jenine Jeska Kerr. , - ~ ~ ...c::.. ~ ~ ...' ~ c- ~ s--. w ~ o ~ """ (to- ~ ~ ~ ~ - } ~ ~ \'" \ o c: ,<':"" ~ -.... --. ~ '" r; ("'\ /'-..) = <-.-::...., er- (/) ..1 "~D o ""Tl ~ [11 :!J r ,-.m ;;)0 , " J. '~:fC) ~~~ ,c5'n 5;! ::0 .< N -.l ~ _\"l.. o G.) \..0