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HomeMy WebLinkAbout12-4001IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW ORRSTOWN BANK .e NO. /07 - 1?ODl 4wj vs. c a <?+ SUSAN DeREMER SLAGLE and ROBERT L. SLAGLE ENTRY OF APPEARANCE CONFESSION OF JUDGMENT Y Pursuant to the authority contained in the Guaranty dated December 29, 2010, a copy of w°?iicl s attached to the Complaint in Confession of Judgment filed in this action, I appear for the Defendants and confess judgment in favor of Plaintiff, Orrstown Bank, and against Defendants, Susan DeRemer Slagle and Robert L. Slagle, jointly and severally, Principal: $105,470.36 Interest as of March 26, 2012: $ 242.28 Loan Admin Fee $ 200.00 Legal Fees $ 3,000.00 Total $108,912.64 Dilworth Paxson LLP By. Eliza eth Goldstein, Esquire Attorney for Defendants 93834841 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW ORRSTOWN BANK NO. vs. , te ? SUSAN DeREMER SLAGLE and a '' ° 5 11 ROBERT L. SLAGLE 1 -n a c,? COMPLAINT IN CONFESSION OF JUDGMENT Plaintiff files this Complaint pursuant to Pennsylvania Rule of Civil Procedure 2951(b) for judgment by confession and avers the following: 1. Plaintiff is Orrstown Bank, a bank authorized to do business under the laws of the Commonwealth of Pennsylvania with an office at 77 East King, Shippensburg, Pennsylvania 17257. 2. Defendants are Susan DeRemer Slagle and Robert L. Slagle ("Mr. & Mrs Slagle") individuals with a last known to reside at 8 Foxfield Court, Mechanicsburg, Cumberland County, Pennsylvania. 3. Defendants, Mr. and Mrs. Slagle, for good and valuable consideration, made and executed in favor of Plaintiff, Orrstown Bank, a Commercial Guaranty dated December 29, 2010 whereby Mr. and Mrs. Slagle, unconditionally and jointly and severally, became guarantors to Orrstown Bank, for what was due and owing, or which thereafter might become due and owing to Plaintiff, Orrstown Bank, by Marvin Window & Door Showplace, Inc.. A true and correct copy of said Commercial Guaranty is attached hereto as Exhibit "A" and made a part hereof. 4. Marvin Window & Door Showplace, Inc., for good and valuable consideration, made and executed in favor of Plaintiff, Orrstown Bank, a Promissory Note dated April 4, 2005 in the principal amount of $550,000. A true and correct copy of said Promissory Note is attached hereto as Exhibit "B" and made a part hereof. 93834842 c 5. The Promissory Note dated April 4, 2005 was subsequently amended on December 29, 2010 pursuant to an agreement entitled First Amendment to Promissory Note (the note, as amended, is hereinafter referred to as the " April Note"). A true and correct copy of said First Amendment to Promissory Note is attached hereto as Exhibit "C" and made a part hereof. 6. Marvin Window & Door Showplace, Inc., owes Plaintiff, Orrstown Bank, the following under the terms of said April Note: Principal: $105,470.36 Interest as of March 26, 2012: $ 242.28 Loan Admin Fee $ 200.00 Legal Fees $ 3,000.00 Total $108,912.64 7. Defendants, Mr. and Mrs. Slagle, jointly and severally, owe Plaintiff, Orrstown Bank, the following under the terms of said Commercial Guaranty: Principal: $105,470.36 Interest as of March 26, 2012: $ 242.28 Loan Admin Fee $ 200.00 Legal Fees $ 3,000.00 Total $108,912.64 8. Said guaranty is in default for Defendants' failure to pay principal and interest when due and owing and the amounts set forth above are due. In addition, by virtue of, among other things, the failure to satisfy a judgment against Defendant despite notice and an opportunity to cure, the guaranty is in default. To date, the judgment remains unpaid. In addition, the guaranty is in default as obligations of Mr. and Mrs. Slagle to Plaintiff for indebtedness have become due or been declared due and have not been paid. 93834842 9. Judgment has not previously been entered on said Commercial Guaranty in any jurisdiction. 10. There have been no assignments of said guaranty. 11. Judgment is not being entered by confession against a natural person in connection with a consumer credit transaction. WHEREFORE, Plaintiff, Orrstown Bank, demands judgment against Defendants, Susan Deremer Slagle and Robert L. Slagle, jointly and severally, in the amount of $108,912.64 Dilworth Paxson, LLP By: Elizabeth Goldstein, Esquire Martin J. Weis, Esquire Dilworth Paxson LLP 112 Market St., Suite 800 Harrisburg, PA 17101 (717) 236-4812 93834842 Exhibit "A" GUARANTY AND SURETYSHIP AGREEMENT THIS GUARANTY AND SURETYSHIP AGREEMENT is made as of December 2010 by ROBERT L. SLAGLE and SUSAN DEREMER SLAGLE husband and wife (each, a Guarantor and collectively the "Guarantor"), in favor of ORRSTO WN BANK (the "Lender"). RECITALS The Lender has made a $550,000 Loan (the "Loan") to MARVIN VrINDOW & DOOR SHOWCASE, INC. (the "Borrower"), as evidenced by the Borrower's Promissory Note dated April 4, 2005, as amended and supplemented by that certain First Amendment to Promissory Note of even date herewith by and between the Borrower and the Lender (together, the "Note," as the same may be further Supplemented). All capitalized terms not otherwise defined herein shall have the meanings attributed thereto in the Loan Agreement of even date herewith by and between the Borrower and the Lender (the "Loan Agreement"). The Guarantor is a shareholder of the Borrower. As an inducement to the Lender to restructure the repayment of the Loan as provided in the First Amendment to Promissory Note, the Guarantor has offered to execute and deliver this Agreement to the Lender. NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the Guarantor, and intending to be legally bound hereby, the Guarantor hereby agrees as follows: SECTION 1. Guaranty. The Guarantor hereby irrevocably and unconditionally guarantees to the Lender and agrees to act as surety to the Lender for (a) the full and prompt payment when due, whether by acceleration or otherwise, and at all times thereafter of the Loan, (b) the full and prompt performance of all of the obligations of the Borrower under the Loan Documents, and (c) the full and prompt payment and performance of any other indebtedness or liability of the Borrower to the Lender, whether direct or indirect, joint or several, absolute or contingent, contemplated or uncontemplated, now existing or hereafter arising (collectively, the "Liabilities"), whether accruing before or after any bankruptcy or insolvency case or proceeding involving the Borrower, any other guarantor, or any other Person, and, if interest on any portion of such obligations ceases to accrue by operation of law by reason of the commencement of such case or proceeding, including such interest as would have accrued on any such portion of such obligations if such case or proceeding had not commenced, and further agree to pay all expenses (including reasonable attorneys' fees and legal expenses) paid or incurred by the Lender in endeavoring to collect the Liabilities, or any part thereof, and in enforcing this Agreement. In any action or proceeding involving any state corporate law, or any state or Federal bankruptcy, insolvency, reorganization or any other law affecting the rights of creditors generally, if the obligations of the Guarantor under this Agreement would otherwise be held or determined by a final and non-appealable order of a court of competent jurisdiction to be void, 801294.1 invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under this Agreement, then, notwithstanding any other provision hereof to the contrary, the amount of the Guarantor's liability only, without any further action by such Guarantor or any other Person, shall be automatically limited and reduced to the highest amount which is valid and enforceable as determined in such action or proceeding pursuant to such final and non-appealable order. Guarantor agrees that, in the event of the dissolution, bankruptcy or insolvency of Borrower or any other guarantor or the inability or failure of Borrower or any other guarantor to pay its debts as they become due, or an assignment by Borrower or any other guarantor under any bankruptcy, insolvency or similar laws, and if such event shall occur at a time when any of the Liabilities may not then be due and payable, the Guarantor will pay to the Lender forthwith the full amount which would be payable hereunder by the Guarantor as if all liabilities 'were then due and payable. This Agreement shall constitute an absolute and unconditional guaranty of payment and performance (and not of collection) and the absolute and unconditional undertaking by the Guarantor with respect to the payment and performance of the Liabilities. This Agreement shall remain in full force and effect (notwithstanding, without limitation, the dissolution of the Guarantor). The liability of the Guarantor hereunder shall be direct and may be enforced without the Lender being required to resort to any other right, remedy or security. The Lender may, from time to time at its discretion and without notice to the Guarantor, take any or all of the following actions (a) retain or obtain alien upon or a security interest in any property to secure any of the Liabilities or any obligation hereunder, by the grant thereof from the Borrower or any guarantor, or other owner thereof; (b) retain or obtain the primary or secondary obligation of any obligor or obligors, in addition to the Guarantor, with respect to any of the Liabilities; (c) extend or renew for one or more periods (regardless of whether longer than the original period), alter or exchange any of the Liabilities, or release or compromise any obligation of the Guarantor hereunder or any obligation of any nature of any other obligor with respect to any of the Liabilities; (d) release or fail to perfect or maintain perfection of its lien upon or security interest in, or impair, surrender, release or permit any substitution or exchange for, all or any part of any property securing any of the Liabilities or any obligation hereunder, or extend or renew for one or more periods (regardless of whether longer than the original period) or release, compromise, alter or exchange any obligations of any nature of any obligor with respect to any such property; and (e) upon an Event of Default (hereinafter defined) resort to Guarantor for payment of any of the Liabilities, regardless of whether the Lender shall have resorted to any other Person or any property securing any of the Liabilities or any obligation hereunder or shall have proceeded against any other obligor primarily or secondarily obligated with respect to any of the Liabilities (all of the actions referred to in this paragraph being hereby expressly waived by Guarantor). -2- SECTION II. Guarantor's Obl a; tion Unconditional. Guarantor's obligations hereunder are independent in respect of any other Person, and the. Lender may enforce any of its rights hereunder independently of any other right or remedy that it may at any time hold with respect to the Liabilities or any security or other guaranty therefor; provided that no double recovery of the same amount shall be permitted. Such obligations shall be absolute and unconditional, shall not be subject to any counterclaim, set off, deduction, diminution, abatement, recoupment, suspension, deferment, reduction or defense (other than full and strict compliance by the Guarantor with its obligations hereunder), whether based upon any claim that the Borrower or any guarantor, or any other Person may have against the Lender or any other Person or otherwise, and shall remain in full force and effect without regard to, and shall not be released, discharged or in any way affected by, any circumstance or condition whatsoever (whether or not the Guarantor or any other Person shall have any knowledge or notice thereof) including, without limitation: A. any amendment, modification, addition, deletion, supplement or renewal to or of or other change in the Liabilities or any Loan Document or any of the agreements referred to in any thereof, or any other instrument or agreement applicable to any Loan Document or any of the parties to such agreements, or to the Collateral, or any assignment, mortgage or transfer thereof or of any interest therein, or any furnishing or acceptance of additional security for, guaranty of or right of offset with respect to, any of the Liabilities; or the failure of any security or the failure of the Lender to perfect or insure any interest in any collateral; B. any failure, omission or delay on the part of the Borrower or any guarantor to conform or comply with any term of any instrument or agreement referred to in clause A above; C. any waiver, consent, extension, indulgence, compromise, release or other action or inaction under' or in respect of any instrument, agreement, guaranty, right of offset or security referred to in clause A- above or any obligation or liability of the Borrower or any guarantor, or the Lender, or any exercise or non-exercise by the Lender of any right, remedy, power or privilege under or in respect of any such instrument, agreement, guaranty, right of offset or security or any such obligation or liability; D. any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or similar proceeding with respect to the Borrower or any guarantor, the Lender or any other Person or any of their respective properties or creditors, or any action taken by any trustee, receiver or court in any such proceeding; E. any limitation on the liability or obligations of any Person under any Loan Document, the Liabilities, any collateral security for the Liabilities, any other -3- guaranty of the Liabilities or any discharge, termination, cancellation, frustration, irregularity, invalidity or unenforceability, in whole or in part, of any of the foregoing or any other agreement, instrument, guaranty or security referred to in clause A above or any term of any thereof; F. any defect in the title, compliance with specifications, conditions, design, operation or fitness for use of, or any damage to or loss or destruction of, or any interruption or cessation in the use of any Collateral by the Borrower, Guarantor or any other Person for any reason whatsoever (including, without limitation, any governmental prohibition or restriction, condemnation, requisition, seizure or any other act on the part of any governmental or military authority, or any act of God or of the public enemy) regardless of the duration thereof (even though such duration would otherwise constitute a frustration of a lease), whether or not resulting from accident and whether or not without fault on the part of Guarantor or any other Person; G. any merger or consolidation of Borrower into or with any other Person or any sale, lease or transfer of any of the assets of Borrower or any guarantor to any other Person; H. any change in the ownership of any of the shares of capital stock of the Borrower or any structural change in the Borrower; I. any loan to or other transaction between the Lender and Borrower or any guarantor; or any other occurrence or circumstance whatsoever, whether similar or dissimilar to the foregoing, and any other circumstance that might otherwise constitute a legal or equitable defense or discharge of the liabilities of a guarantor or surety or that might otherwise limit recourse against the Guarantor. The obligations of the Guarantor set forth herein constitute the full recourse obligations of the Guarantor enforceable against it to the full extent of all of its assets and properties, notwithstanding any provision of the Loan Documents or any other document or agreement to the contrary. Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Liabilities and notice of or proof of reliance by the Lender upon this Agreement or acceptance of this Agreement, and the Liabilities shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Agreement. Guarantor unconditionally waives, to the extent permitted by law: (a) acceptance of this Agreement and proof of reliance by the Lender hereon; (b) notice of any of the matters referred to in clauses. A through I above, or any right to consent or assent to any thereof; (c) all notices that may be required by statute, rule -4- of law or otherwise, now or hereafter in effect, to preserve intact any rights against Guarantor, including, without limitation, any demand, presentment, protest, proof or notice of nonpayment under any Loan Document and notice of default or any failure on the part of the Borrower or any guarantor to perform and comply with any covenant, agreement, term or condition of any Loan Document; (d) any right to enforcement, assertion or exercise against the Borrower of any right, power, privilege or remedy conferred in any Loan Document or otherwise; (e) any requirement of diligence on the part of any Person; (f) any requirement of the Lender to take any action whatsoever, to exhaust any remedies or to mitigate the damages resulting from a default by any Person under any Loan Document; (g) any notice of any sale, transfer or other disposition by any Person of any right under, title to or interest in any Loan Document, or any Collateral; and (h) any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge, release or defense of a guarantor or surety, or that might otherwise limit recourse against such Guarantor. Guarantor agrees that this Agreement shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of itself or the Borrower or any guarantor, is rescinded or must be otherwise restored by the Lender whether as a result of any proceedings in bankruptcy or reorganization. Guarantor further agrees that, without limiting the generality of this Agreement, if an Event of Default shall have occurred and be continuing and the Lender is prevented by applicable law from exercising its remedies under the Loan Documents, the Lender shall be entitled to receive hereunder from Guarantor, upon demand therefor, the sums which would have otherwise been due from the Borrower had such remedies been exercised. SECTION III. Waiver of Subrogation. Guarantor hereby irrevocably waives any claim or other rights, which it may now or hereafter acquire against the Borrower or any guarantor by virtue of any payments made by Guarantor hereunder. SECTION IV. Reasonableness and Effect of Waivers. Guarantor warrants and agrees that each of the waivers set forth in the Agreement is made with fall knowledge of its significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to public policy or law. If any of such waivers are determined to be contrary to any applicable law or public policy, such waivers shall be effective only to the maximum extent permitted by law. SECTION V. Reresentations and Warranties of Guarantor. As of the date hereof, Guarantor makes the representations and warranties set forth in this Section V to the Lender. A. Sui Juris. The Guarantor is sui juris. B. Authorization: No Conflict. The execution, delivery and performance by Guarantor of the Loan Documents to which he is or is to be a party, and the consummation of -5- the transactions contemplated thereby, do not and will not cause or constitute a violation of any provision of law or regulation or result in the creation of any lien, charge or encumbrance upon any of the properties, revenues, or assets of the Guarantor pursuant to, any indenture or other agreement or instrument to which the Guarantor is a party or by which the Guarantor or Guarantor's property may be bound or affected, no authorization, consent, approval (including any exchange control approval), license or other action by, and no notice to or filing or registration with, any governmental authority, agency or regulatory body or any other third party is required for the due execution, delivery and performance by Guarantor of the Loan Documents. C. Enforceability, etc. Each Loan Document to which the Guarantor is or is to be a party constitutes its legal, valid and binding obligation, enforceable against Guarantor in accordance with the terms thereof, except as such enforceability may be limited by applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and by general equitable principles. D. Litigation. There is no action, proceeding or investigation pending or threatened to which Guarantor is or is to be a party in which Guarantor is challenging or intends to challenge the validity of the Loan Documents or any action taken or to be taken pursuant to the Loan Documents, and there is no action, proceeding or investigation pending or threatened to which Guarantor is or is to be a party which, if adversely determined, would have a material adverse effect on (i) the financial condition, operations or business, prospects or property of Guarantor taken as a whole, (ii) the ability of Guarantor to perform Guarantor's obligations hereunder or under any other Loan Document to which Guarantor is a party or (iii) the ability of the Lender to enforce this Agreement or any Loan Document. E. Taxes. Guarantor has filed or caused to be filed all United States Federal and all other material tax returns that are required to be filed by Guarantor, and has paid or caused to be paid all taxes shown to be due and payable on such returns or on any assessment received by Guarantor to the extent that such taxes have become due and payable except to the extent that taxes due, but unpaid, are being contested in good faith by Guarantor by appropriate action or proceeding and, to the extent (if any) that such taxes are not due and payable, Guarantor has established or caused to be established reserves that are adequate for the payment thereof in accordance with generally accepted accounting principles. F. Investment Company Act. Guarantor is not an "investment company" or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended. G. Public Utility Holding Company. Guarantor is not subject to regulation as a "holding company," an "affiliate" of a "holding company," or a "subsidiary company" or a "holding company", within the meaning of the Public Utility Holding Company Act of 1935, as amended. -6- H. Solvency. The consummation by Guarantor of the transactions contemplated by the Loan Documents to which Guarantor is, or is to be, a party does not and will not render Guarantor insolvent, nor have the transactions contemplated by the Loan Documents to which Guarantor is, or is to be, a party been entered into by the Guarantor in contemplation of Guarantor's insolvency; the value of Guarantor's assets and properties at fair valuation and at their then present fair salable value is and, after such transactions, will be greater than Guarantor's total liabilities, including contingent liabilities, as they become due; the property remaining in Guarantor's hands was not and will not be an unreasonably small amount of capital. SECTION VI. Event of Default. The occurrence of any of the following events shall constitute events of default ("Events of Default") under this Agreement and shall entitle the Lender to exercise all rights and remedies provided by applicable laws or otherwise set forth in this Agreement: A. The occurrence of an Event of Default as defined in any other Loan Document, subject to the giving of such notice and the expiration of such cure period, if any, as may be required therein. B. An Act of Bankruptcy (hereinafter defined) shall occur with respect to Guarantor; provided, however, if a proceeding with respect to an Act of Bankruptcy is filed or commenced. against Guarantor, the same shall not constitute an Event of Default if such proceeding is dismissed within ninety (90) days from the date of such Act of Bankruptcy. The term "Act of Bankruptcy," as used herein, shall mean the filing of a petition in bankruptcy under the United States Bankruptcy Code, 11 U.S.C. §101 et. M., and all future acts supplemental thereto or amendatory thereof, or the commencement of a proceeding under any other applicable law concerning insolvency, reorganization or bankruptcy, by or against the Guarantor. C. A representation or warranty made by Guarantor herein, in any of the other Loan Documents to which Guarantor is a party, if any, or in any certificate, report or opinion (including legal opinions), financial statements or other instrument furnished by or on behalf of Guarantor in connection with this Agreement or the other Loan Documents, is proven to have been incorrect, false or misleading in any material respect. D. Any obligation of Guarantor, whether as principal, Guarantor, surety or other obligor, for the payment of any indebtedness or operating leases, (i) shall become or shall be declared due and payable prior to the, expressed maturity thereof, or (ii) shall not be paid when due or within any grace period for the payment thereof, or (iii) any holder of any such obligation shall have the right to declare such obligation due and payable prior to the expressed maturity thereof. E. The occurrence of a default under any other indebtedness owed by Guarantor or any affiliate of Guarantor to the Lender, whether now existing or hereafter created, whether -7- secured or unsecured, subject to the giving of such notice and the expiration of such cure period, if any, as may be required thereunder. SECTION VII. Confession of Judgment. GUARANTOR DOES HEREBY EMPOWER ANY ATTORNEY OF ANY COURT OF RECORD WITHIN THE UNITED STATES UPON THE OCCURRENCE OF AN EVENT OF DEFAULT TO APPEAR FOR THE GUARANTOR AND, WITH OR WITHOUT DECLARATION FILED, CONFESS JUDGMENT AGAINST THE GUARANTOR AND IN FAVOR OF THE LENDER, ITS SUCCESSORS AND ASSIGNS, FOR SUCH SUMS AS SHALL HAVE BECOME DUE UNDER THIS AGREEMENT, BY ACCELERATION OR OTHERWISE, WITH COSTS OF SUIT AND AN ATTORNEYS' COMMISSION FOR COLLECTION, AND FORTHWITH ISSUE A WRIT OR WRITS OF EXECUTION THEREON, WITH RELEASE OF ALL ERRORS, AND WITHOUT STAY OF EXECUTION, AND INQUISITION AND EXTENSION UPON AND LEVY ON REAL ESTATE ARE HEREBY EXPRESSLY WAIVED, AND CONDEMNATION AGREED TO, AND EXEMPTION OF ANY AND ALL LAND FROM LEVY OR SALE BY VIRTUE OF ANY EXEMPTION NOW IN FORCE OR WHICH MAY HEREAFTER BE ENACTED IS ALSO EXPRESSLY WAIVED BY THE GUARANTOR. IF A COPY OF THIS AGREEMENT, VERIFIED BY AFFIDAVIT OF THE LENDER, OR SOMEONE ON THE LENDER'S BEHALF, SHALL HAVE BEEN FILED IN SUCH ACTION, IT SHALL NOT BE NECESSARY TO FILE THE ORIGINAL OF THIS AGREEMENT AS A WARRANT OF ATTORNEY. THE ENTRY OF JUDGMENT UNDER THE FOREGOING WARRANT SHALL NOT EXHAUST THE WARRANT, BUT SUCCESSIVE JUDGMENTS MAY BE ENTERED THEREUNDER FROM TIME TO TIME AS OFTEN AS AN EVENT OF DEFAULT OCCURS. THE LENDER MAY FORTHWITH ISSUE A WRIT OR WRITS OF EXECUTION FOR THE AMOUNT OF ANY JUDGMENT AND COSTS WITHOUT LEAVE OF COURT. GUARANTOR ACKNOWLEDGES THAT IT HAS BEEN REPRESENTED BY LEGAL COUNSEL IN CONNECTION WITH THE EXECUTION AND DELIVERY OF THIS AGREEMENT. GUARANTOR HEREBY FREELY, KNOWINGLY AND VOLUNTARILY WAIVES ITS RIGHT TO NOTICE AND HEARING WITH RESPECT TO THIS CONFESSION OF JUDGMENT PROVISION. SECTION VIII. Transfer by the Lender. The Lender may, from time to time, whether before or after any discontinuance of this Agreement, at its sole discretion and without notice to or consent of the Guarantor, assign or transfer any or all of the Liabilities or any interest therein; and, notwithstanding any such assignment or transfer or any subsequent assignment or transfer thereof, such Liabilities shall be and remain Liabilities for the purposes of this Agreement, and each and every immediate and successive assignee or transferee of any of the Liabilities or of any interest therein shall, to the extent of such assignee's or transferee's interest in the Liabilities, be entitled to the benefits of this Agreement to the same extent as if such assignee or transferee were the Lender. -8- SECTION IX. No Waiver by the Lender. No delay in the exercise of any right or remedy shall operate as a waiver thereof, and no single or partial exercise of any other right or remedy shall preclude other or further exercise thereof or the exercise of any other right or remedy; nor shall any modification or waiver of any of the provisions of this Agreement be binding upon the Lender except as expressly set forth in a writing duly signed and 'delivered on its behalf. No action permitted hereunder shall in any way affect or impair the Lender's rights or Guarantor's obligations under this Agreement. For the purposes of the Agreement, Liabilities shall include all of the obligations described in the definition thereof, notwithstanding any right or power of Guarantor or anyone else to assert any claim or defense as to the invalidity or enforceability of any such obligation, and no such claim or defense shall affect or impair the obligations of Guarantor hereunder. Guarantor's obligations under this Agreement shall be absolute and unconditional irrespective of any circumstance, whatsoever which might constitute a legal or equitable discharge or defense of such Guarantor. Guarantor hereby acknowledges that there are no conditions to the effectiveness of this Agreement. SECTION X. Heirs and Assigns. All obligations under this Agreement shall be binding upon Guarantor and upon Guarantor's heirs and assigns; provided, however, that this provision should not constitute any right of Guarantor to assign Guarantor's rights or obligations under this Agreement or the other Loan Documents. All references herein to Guarantor shall be deemed to include any successor or successors, whether immediate or remote, to such Person. SECTION XI. Severability. Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of the Agreement shall be prohibited by or invalid thereunder, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. SECTION XII. Submission to Jurisdiction. Each party hereto may bring suit to enforce any claim arising from or relating to this Agreement or any other Loan Document in any appropriate court in Cumberland County, Pennsylvania at the discretion of the Lender and with respect to any such claim, Guarantor hereby irrevocably: (a) submits to the jurisdiction of such courts; and (b) consents to the service of process out of said courts by mailing a copy thereof, by registered mail, postage prepaid, to the Guarantor at its address specified in Schedule I attached hereto and incorporated herein by reference, and agrees that such service, to the fullest extent permitted by law: (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding; and (ii) shall be taken and held to be valid personal service upon and personal delivery to it. Guarantor irrevocably waives, to the fullest extent permitted by law: (A) any claim, or any objection, that it now or hereafter may have, that venue is not proper with respect to any such suit, action or proceeding brought in such a court including, without limitation, any claim that any such suit, action or proceeding brought in such court has been brought in an inconvenient forum; and (B) any claim that Guarantor is not subject to personal jurisdiction or service of process in such forum. Nothing herein contained shall preclude the -9- Lender from bringing an action or proceeding in respect hereof in any other state or Federal court within the United States having subject matter jurisdiction with respect to such action and personal jurisdiction over the parties to such action. Guarantor agrees that a final judgment in any action or proceeding in a state or Federal court within the United 'States may be enforced in any other jurisdiction by suit on the judgment or in any manner provided by law. SECTION XIII Jury Trial GUARANTOR WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT OR ANY RELATED DOCUMENT OR UNDER ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH OR ARISING FROM ANY RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT OR ANY RELATED DOCUMENT AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. SECTION XIV. Notices. All notices, demands, requests, consents, approvals, and other instruments hereunder shall be in writing and shall be deemed to have been properly given if given in the manner provided in Loan Agreement to the address specified in Schedule I hereto. SECTION XV. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS. SECTION XVI. JOINT AND SEVERAL. The Liabilities are the joint and several obligations of Guarantor and each other guarantor of the Loans. IN WITNESS WHEREOF, the Guarantor has caused this Agreement to be executed and delivered as of the date first above written. (SEAL) R bert LAIagle Susan DeRemer Slagle -10- SCHEDULEI ADDRESSES Guarantor Robert L. Slagle Susan DeRemer Slagle 8 Foxfeld Court Mechanicsburg, PA 17050 COMMONWEALTH OF PENNSYLVANIA COUNTY OF ` C On this, the 29th day of December 2010, before me the undersigned officer, personally appeared Susan DeRmmer Slagle, known to me (or satisfactorily proven) to be the person whose name is subscribed to the above captioned instruments, and acknowledged that she executed the same for the purposes therein contained. In witness whereof, I hereunto set my hand and official seal. Notary Public F OTARIAL SEAL OPM L BRUCE R UCAEgIAM CCUWy EX**$ Oft S. -1014 Exhibit "B" PROMISSORY NOTE Calf ?7 v t I References in the shaded area are for Lender's use onl and do not limit the applicability of this document to any particular loan or item. Any item above containing X has been omitted due to text length limitations.: Borrower: Marvin Window & Door Showplace, Inc. (TIN: Lender: ORRSTOWN BANK 52-1867994) STONEHEDGE OFFICE 126.1 Claremont Road PO BOX 250 Carlisle, PA 17013-9726 SHIPPENSBURG, PA 17257 Principal Amount: $550,000.00 Date of Note: April 4, 2005 Maturity Date: April 4, 2012 PROMISE TO PAY. Marvin Window &-Door Showplace,' Inc. ("Borrower") promises to pay to ORRSTOWN BANK ("Lender"), or order, in lawful money of the United States of America, the principal amount of Five Hundred Fifty Thousand & 001100 Donars (455000.00), togethe ,with interest on the unpaid principal balance from April 4, 2005, until, paid in full. PAYMENT. Borrower will pay this loan in full immediately upon Lender's demand. If no demand, Is made, subject to any payment changes resulting from changes in the Index, Borrower will pay this ban in accordance with the following payment schedule: 60 monthly consecutive principal and interest payments in the initial amount of 88,287.81 each, beglnrring May 4, 2005, with 'bttstim, calculated- on the unpaid principal balances at an Initial interest rate of 6.850% per annum; and 24 monthly consecutive principal and interest payments In the initial amount of $8,236.77 each, beginning- May 4, 2010, with interest calculated on the unpaid principal, balances at an Interest rate based on the WaN Street Prime (currently 6.750%), plus a margin of 0.500%, resulting in an initial interes't rate of 6.250%. Borrower's final payment will be due on April 4, 2012 and will be for all principal and accrued interest not yet paid, together with any other unpaid amounts under this Note. Unless otherwise agreed or required by applicable law, payments will be applied, firat to any accrued unpaid interest; then to priniaipai than to any unpaid collection costs, and then to any late charges. The annual interest rate for this Note i computed on a 365!360 bash that is, by applying the ratio of the annual interest rate over a yesr of 360 days, multiplied by the outstanding ptincdpal balahcii multiplied by the actual number of days the principal balance is outstanding. Borrower will pay Lender at Lender's address shown above or st auoh other place at Lender may designate in writing. VARIABLE INTEREST RATE. For the first 60 payments, the interest rate on this (Vote will be.6.850%. Thereafter, the interest rate on this Note is subject to change from time to time based on changes in an independent' index which is tha Wall Street Prime (the "index"). The Index Is not necessarily the lowest rate charged by Lender on its loans. If the Index becomes unavailable during the term of this loan, Lender may designate a substitute index after notice to Borrower. Lender wilt tell Borrower the current index rate upon Borrower's request. The interest rate change. will not occur more often than each day. Borrower understands that Lender may make loans based on other rates as well. The Index currently is 5.750% per annum. The. Interest rate or rates to be applied to the unpaid principal balance of this Note will be the rate or rates oat forth herein In the "Payment" section. Notwithstanding any other provision of this Note, after the first payment , the interest rate for each subsequent payment stream will be sffactive as of the last payment data of the just+onding payment stream. ?E, Under no circumstances will the interest rate on this Note be more than the maximum rate allowed by applicable law. Whenever Increases occur in the Interest rate, Lender, at its option, may do one or more of the following: (A) increase. Borrower's payments to ensure Borrower's loan will pay off by its original final maturity date, (Bi increase Borrower's payments to cover accruing' interest, (C) increase the number of Borr'ower's payments, and (O) continue Borrower's payments at the same amount and icrease Borrower's final payment. PREPAYMENT PENALTY. Borrower agrees that all loan fees and other prepaid finance charges are earned fully as of the date of the loan and will not be subject to refund upon early payment (whether voluntary or as a result of default), except as otherwise required by law. Upon prepayment of this Note, Lender Is entitled to the following prepayment penalty: Should Borrower prepay all or any,amount of principal during the nerd fine (5) years, the Borrower "It be assessed against the amount prepaid, a five percent (5.00%) prepayment penalty. The asesssiment percentage shall decrease one percent (1.00%) per annum to per. Lender acknowledges that excepted from this assessment will be principal payments that are generated as a result of operation of the business for which the loan was extended. Specifically not excepted will be any prepayments genaratsd.as a result of a refinancing at any other financial Institution. Except for the foregoing, Borrower may pay all or a portion of the amount owed earlier than is due. Early payments wi l not, unless agreed to by Lander to writing, relieve Borrower or Borrower's obligation to continue to make payments under the payment schedule. Rather, they will reduce the principal balance due and may reautt in Borrower maldng fewer payments.. Egypt for the foregoing, Borrower may pay all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower`s obligation to continue to make payments under the payment schedule. Rather, early payments will reduce the principal balance due and may result In Borrower's making fewer payments. Borrower agrees not to send Lender payments marked "paid In full", "without recourse", or similar language. If Borrower sends such a payment, Lander may accept, it without losing any of Lender's rights under this Note, and Borrower will remain obligated to pay any further amount owed to Lender. Alt written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes "payment in full" of the amount owed or that is tendered with other conditions or limitations or as full satisfactionof a disputed amount must be malted at delivered to: ORRSTOWN BANK, P.O. BOX 2,50 SHIPPENSBURG, PA 17257. LATE CHARGE. If a payment is 16 days or more late, Borrower will be charged 5.000% of the regularly scheduled payment or $50:00, whichever is greater. INTEREST AFTER DEFAULT. Upon default,, including failure to pay upon' final maturity, Lander, at Its option, may, if permitted under applicable law, increase the variable interest rage on this Note to 3.$00 percentage points over the Index. The interest rate will not exceed the maximum rate permitted by applicable law. If judgment is entered in connection with this Note, interest will continue to accrue on this Note after judgment at the Interest rate applicable to this Note at the time judgment is entered. DEFAULT. Each of the following shall constitute an event of default ("Event of Default") under this Note: Payment Default. Borrower fags to make any payment when due under this Note. Other Defaults. Borrower, falls to comply with or to perform any other term, obligation, covenant or condition contained in this Note or in any of the related documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Leander and Borrower. False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Note or the related documents is false or mialesding in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. Insolvency. The dissolution or termination of Borrower's existence as a going business, the insolvency of Borrower; the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the PROMISSORY NOTE (Continued) Page 2 commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower. Creditor or Forfeiture Proceedings, Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the loan. This includes a garnishment of any of Borrower's accounts, including, deposit accounts, with Lender. However, this Event of Default shall not apply If --there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which Is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute. Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the indebtedness or any Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any guaranty of the indebtedness evidenced by this Note. In the event of a death, Lender, at its option, may, but shall not be required to, psrmlt the Guarantor's estate to assume unconditionally the obligations arising under the guaranty in a mannersatisfactory to Lender, and, In doing so, cure any Event of Default. Change In Ownership. Any change in ownership of twenty-five percent (25%) or more of the common stock of Borrower. Adverse Change. A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance. of this Note is impaired. Insecurity. Lender in good faith believes itself insecure. Cure Provisions. If any default, other than a defoult.in payment is curable and if Borrower has not been given a notice of a breach of the same provision of this Note within the preceding twelve (12) months, it may be cured if Borrower, after receiving written notice from Lender demanding cure of such default: (11 cures the default within fifteen (15) days; or (2) if the cure requires more than fifteen 0 5) days, immediately initiates steps which. Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps. sufficient to produce comptianoe as soon as reasonably practicai. LENDER'S. RIGHTS. Upon default, Lender may, after giving such notices as required by applicable law, declare the entire unpaid principal balance on this Note and all accrued unpaid' interest imImediately due, and than Borrower, will pay that amount. ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect this Note if Borrower does=not pay. Borrower will pay Lender that amount. This includes, subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses, whether, or not there is a lawsuit, Including attorneys' fees, expenses for bankruptcy proceedings (including efforts to modify or vacate any automatlo stay or Injunction), and appeals. If not prohibited by applicable law, Borrower also will pay any court costs, in addition to all other sums provided by law. JURY WAIVER. Lender and Borrower hereby waive the right to, any jury trial in any action, proceeding, or counterclaim brought by either Lender or'Borrower against the other. RIGHT OF SETOFF. To the extent permitted by applicable; law, Lender reserves a right of setoff in all Borrower's accounts with Lender (whether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open In the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the indebtedness against any, and all such accounts, and, at Lender's option, to administraihWy freeze all such accounts to allow' Lender to protect Lender's charge and setoff rights provided in this paragraph. COLLATERAL. Borrower acknowledges this Note is secured by the following collateral described in the security Instrument listed herein: inventory, chattel paper, accounts, equipment°and general intangibles, described in a Commercial Security, Agreement dated April 4, 2005. PROPERTY INSURANCE. Borrower understands that Borrower is 'required to obtain insurance for the collateral -securing this Note. Further, information concerning this requirement is set forth in the Security Agreement and in the Agreement to Provide Insurance, all the terms and conditions of which are hereby incorporated and made a part of this Note. FINANCIAL INFORMATIOIN. The Borrower agrees to provide the Lender with Federal Tax Returns and/or CPA prepared Financial Statements and any other financial information, required by the Lender's Original Commitment Letter to the-.Borrower, on an annual basis. if the Lender does not receive the required financial information within two hundred seventy (270) days of the Borrower's fiscal year end, the tender has the right to increase the interest rate charged on this Note by 0.25%.. The Borrower shell receive written notification ten OM days prior to the Lender increasing the interest rate charged on this Note. SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and upon Borrower's heirs, personal representatives, successors and assigns, and shall inure to the benefit of Lender and its successors and assigns. NOTIFY US OF INACCURATE INFORMATION WE REPORT TO CONSUMER REPORTING AGENCIES. Please notify us if we report any Inaccurate information about your account(s) to a consumer reporting agency, Your written notice describing the specific inaccuracy(ies) should be sent to us at the following address: ORRBTOWN BANK; STONEHEDGE OFFICE, PO BOX 250, SHIPPENSBURG, PA 17257. GENERAL PROVISIONS. This Note` is payable on demand. The inclusion of specific default provisions or rights of Lender shall' not preclude Lender's right to declare payment of this Note on its demand. Lender may delay or forgo enforcing any of its rights or remedies under this, Note without loosing them. Borrower and any other person who signs, guarantees or endorses this Note, to the extent allowed by law, waive presentment, demand for payment, and notice of dishonor. Upon any change In the terms of this Note, and unless otherwise expressly stated in writing, no party- who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan or release any party or guarantor or collateral; or impair, fail to realize upon or perfect Lender's security interest in the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Note are joint and several. it any portion of this Note to for any reason determined to be unenforceable, it will not affect the enforceability of any other provisions of this Note. CONFESSION OF JUDGMENT. BORROWER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR BORROWER AFTER A DEFAULT UNDER THIS NOTE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT AGAINST BORROWER FOR THE ENTIRE PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED INTEREST, LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THIS NOTE, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10.96) OF THE UNPAID PRINCIPAL BALANCE ND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS (450O) ON WHICH JUDGM OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS NOTE OR A COPY OF THIS NOTE VIERIFIED BY AFFIDAVIT SHALL r s PROMISSORY NOTE (Continued) Page 3. BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS NOTE TO CONFESS JUDGMENT AGAINST BORROWER SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CO'NT'INUE FROM TIME TO TIME AND AT ALL TIMES UNTIL. PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS NOTE. BORROWER HEREBY WAIVES ANY RIGHT BORROWER MAY HAVE TO NOTICE OR To A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT E"ffl A REPRESENTATIVE OF LENDER. SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO BORROWER'S ATTENTION OR BORROWER HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE NOTE. BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE. THIS NOTE IS GIVEN UNDER` SEAL AND IT IS INTENDED THAT THIS NOTE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW'. BORROWER: AARVIN WINDOW & D SHOWPLA -INC. ? ?, Sesll -Suss 7 DsRsmer, P' ryent o Marvin Window & r Showplace, Inc. u?sa?wrot+nr?..w.s. Raoaoa e?Ye.Wirr,tti+iw#AlmKb0.IW.20*- R140ows, a- -hi ti;i6ksAm0lc m 3 MIT Exhibit "C" FIRST AMENDMENT TO PROMISSORY NOTE THIS F ??T.? AMENDMENT TO PROMISSORY NOTE (this "'First Amendment") is made as of Deeembe ' L• 2010, by and between MARVIN WINDOW & DOOR SHOWCASE, INC. (the "Borrower") and ORRSTOWN BANK (the "Bank"). RECITALS Lender made a $.550,000 loan (the "Loan") to the Borrower as evidenced by the Borrower's Promissory Note dated April 4, 2005 in the stated principal amount of $5,50,000.00 (the ` 1. • ote"). The Note provided for 60, consecutive monthly, installment payments of principal and interest at the rate of 6.850 percent per annum in the amount of $8,287.81 each, and 24 consecutive monthly installment payments of principal and interest at a rate based upon the Wail Street Prime plus a margin of 0.500% in an initial amount of $8,236.77 each, with a final payment due on April 4, 2010. The Borrower has requested and the Lender has agreed to amend the payment terms and extend the maturity date of the Note as set. fbrth in this, First Amendment. AGREEMENTS. NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows: 1. Outstanding: Balance. Borrower and. Lender hereby acknowledge and agree that the outstanding principal balance under the Note as of the date of this First Amendment is $125;910.22. 2. Interest Rate. The Borrower and the Lender hereby acknowledge, agree and confirm that from the date of this First Amendment and continuing thereafter until all sums due under the Note, whether principal, interest, charges, fees or other. sums are paid in full, interest shall accrue on the unpaid principal balance outstanding from time to time at a per annum variable rate of interest equal to the Wall Street Prime plus a margin of 0.500%. 3. Payment. Borrower will pay the balance of the Loan according to the following schedule: 83 consecutive monthly installment payments of principal and interest in the amount of $1,709.74 each beginning January 4, 2011, and one final payment on December 4, 2017 in the amount of all principal and accrued interest not yet paid, together with any other unpaid amounts under the Mote; provided,, however, that if there is a change in the interest rate, the amount of the monthly installment, payments of principal and interest may be adjusted from time to time as determined to be necessary by Lender to assure repayment of the amounts due hereunder in 801595.2 substantially equal installment payments of principal and interest based upon an agreed upon eighty- four (84) month amortization. 4. Default Interest Rate. If an Event of Default occurs under any of the Loam Documents, and for so long as the Event of Default is continuing, the Lender, in the Lender's sole discretion and without notice or demand, may raise the rate of interest accruing on the unpaid principal balance to a rate per annum equal to the rate of interest otherwise applicable under the Note us five percent (5%), but not more than the maximum rate allowed by law (the "Default Rate" or "Penalty Rate"), independent of whether the Lender elects to accelerate the unpaid principal balance as a result of such Event of Default. Such interest. shall continue to accrue despite any legal moratorium on payment or any delay in payment ordered or permitted by a court assuming jurisdiction. 5. Other Terms. Except as specifically provided in this First Amendment, all other terms and conditions of the Note shall remain unchanged and in full force and effect. &. No Novation. This First Amendment shall not constitute a novation and shall not extinguish, terminate or impair the Borrower's obligations under the Note or the obligations of any party under any other loan documents. 7. Incorporation. The terms and conditions of the Note are incorporated by reference and made a part hereof as if fully set forth herein. In the event of any inconsistencies between this First Amendment and the Note or any other loan documents, the terms and conditions of the Note and the other loan documents shall control, except to the extent expressly modified in this First Amendment. 8. Binding Agreement. This First Amendment shall. be legally binding upon and shall inure to the 'benefit of the Borrower and the Lender, and their respective successors and permitted assigns. 9. Choice of Law. This First Amendment shall be governed by the laws of the Commonwealth of Pennsylvania. [signatures on following page] -2- IN WITNESS WHEREOF, the Borrower and the Lender have each caused this First .knaendment to be executed as an instrument under seal as of the day and year first written above. ATTEST: { (SEAL) BORROWER: MARVIN WINDOW & DOOR SHOWCASE, INC. BY Susa eReme Sla e, President LENDER: ORRSTO WN BAND B_ , h i . a u . Assistant Vice president -3- COMMONWEALTH OF PENNSYLVANIA : SS COUNTY OF FRANKLIN Bradley Tanguay, being duly sworn according to law, deposes and says that he is Vice President of Orrstown Bank, Plaintiff named herein; that as such he is authorized to take this Affidavit on its behalf; that the facts set forth in the foregoing Complaint in Confession of Judgment are true and correct to the best of his knowledge, information and belief. Bradley Tanguay Vice President Sworn to and Subscribed before me this day of 201 . Notary Public COMMONWEALTH OF PENNSYLVANIA Notarial Seal Christiana R. Timmons, Notary Puibk Chambersburg Boro, Franklin Courity My Commission Expires March 3, 2014 Member, Pennsylvania Association or Notaries 93834941 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW ORRSTOWN BANK ' NO. i vs. SUSAN DeREMER SLAGLE and ROBERT L. SLAGLE AFFIDAVIT OF BUSINESS OR COMMERCIAL TRANSACTION COMMONWEALTH OF PENNSYLVANIA : COUNTY OF DAUPHIN SS Elizabeth J. Goldstein, Esquire, being duly sworn according to law, deposes and says that she is attorney for Plaintiff named herein; that as such she is authorized to take this Affidavit on its behalf; that the facts set forth herein are true and correct to the best of her knowledge, information and belief; and that the facts set forth in the foregoing matter involve a business transaction. Dilworth Paxson LLP Sworn to and Supscribed before me day of 2012. Notary P blic COMMONWEALTH OF PENNSYLVANIA Notarial Sep Deborah L. Julian, Notary Public Susquehanna Twp•, Dauphin CountY MY Commission Expires Oct. 20, 2014 Member. Pennsvlvania Association of Notaries By: izlw -Iojt" Elizabeth J. Goldstein, Esquire Attorney for Plaintiff c`s C e rVT O% V K 93834841 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW ORRSTOWN BANK NO. vs. SUSAN DeREMER SLAGLE and c ROBERT L. SLAGLE AFFIDAVIT COMMONWEALTH OF PENNSYLVANI : ''' COUNTY OF DAUPHIN Elizabeth J. Goldstein, Esquire, attorney for Plaintiff, hereby certifies that the move=-r captioned matter is not an action by a seller, holder or assignee arising out of a retail installment sale, contract, or account. Dilworth Paxson LLP By: 9U& j ? );a-,L- Elizabeth J. oldstein Attorney for Plaintiff Sworn to and Subscribed before me this /day of , 2012. Notary Public COMMONWEALTH OF PENNSYLVANIA Notarial Seal Deborah L. Julian, Notary Public sm"hanna Twp., Dauphin County Conlm10ori res Oct 20, 2014 M&hibte, nnvvivllhia ASWdation of Notarie`+ 93834841 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW ORRSTOWN BANK NO. VS. SUSAN DeREMER SLAGLE and ROBERT L. SLAGLE CERTIFICATION OF NON-CONSUMER CREDIT TRANSACTION I certify, pursuant to the penalties of 18 Pa.C.S. §4904 (pertaining to unsworn falsification to authorities), that this judgment is not being entered by confession against a natural person in connection with a "consumer credit transaction" as the same is defined in Pa.R.C.P. 2950. Dilworth Paxson LLP Sworn to and Subscribed before me 1244- day of 2012. Q Notary Pidblic COMMONWEALTH OF PENNSYLVANIA Notarial Seel Deborah L. Julian, Notary Public Susquehanna Twp., Dauphin County My Commission 150res Oct. 20, 2014 Member. Pennd&dAia AMdatlon of Notaries By.??? Elizabeth J. Goldstein, Esquire Attorney for Plaintiff z io clti r ?. y..r? < 93834841 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW ORRSTOWN BANK NO. 1 d VS. e", SUSAN DeREMER SLAGLE and ROBERT L. SLAGLE AFFIDAVIT OF NON-MILITARY SERVICE i COMMONWEALTH OF PENNSYLVANIA: .,_ SS -? a COUNTY OF DAUPHIN ELIZABETH J. GOLDSTEIN, ESQUIRE, being duly sworn according to law, deposes and says that she is attorney for Plaintiff named herein; that as such she is authorized to take this Affidavit on its behalf; that the facts set forth herein are true and correct to the best of her knowledge, information and belief; that the Defendant's last known address was 8 Foxfield Court, Mechanicsburg, Cumberland County, Pennsylvania; that Defendant Susan DeRemer Slagle's last known employment was as president of Marvin Window & Door Showplace, Inc..; that Defendant Susan DeRemer Slagle is over 18 years of age; and not in the Active Military or Naval Service of the United States or its Allies or otherwise within the provisions of the Soldiers' and Sailors' Civil Relief Act of Congress of 1940 and its amendments. Dilworth Paxson LLP By: 9..-# 4 ?" Elizabeth J. Goldstein, Esquire Attorney for Plaintiff Sworn to and Subscribed before me day of , 2012. No&ry Public COMMONWEALTH OF PENNSYLVANIA pe, Notary Public 9383484_1 SusDauphin County My Cm Oc 20, 2014 Annwlvanjo Seal mmwmm ef, oodation of Notaries IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW ORRSTOWN BANK NO. vs. SUSAN DeREMER SLAGLE and ' ) ROBERT L. SLAGLE g4z x r v04+ t AFFIDAVIT OF NON-MILITARY SERVICE COMMONWEALTH OF PENNSYLVANIA: `•° Ana SS -c rn COUNTY OF DAUPHIN < ELIZABETH J. GOLDSTEIN, ESQUIRE, being duly sworn according to law, deposes and says that she is attorney for Plaintiff named herein; that as such she is authorized to take this Affidavit on its behalf; that the facts set forth herein are true and correct to the best of her knowledge, information and belief; that the Defendant's last known address was 8 Foxfield Court, Mechanicsburg, Cumberland County, Pennsylvania; that Defendant Robert L. Slagle's last known employment was as treasurer of Marvin Window & Door Showplace, Inc..; that Defendant Robert L. Slagle is over 18 years of age; and not in the Active Military or Naval Service of the United States or its Allies or otherwise within the provisions of the Soldiers' and Sailors' Civil Relief Act of Congress of 1940 and its amendments. Dilworth Paxson LLP By: Eliza eth J. Goldstein, Esquire Attorney for Plaintiff Sworn to and Subscribed before me / 3 ?'` day of J? , 2012. to - f' No Public COMMONWEALTH OF PENNSYLVANIA Normal Seal Deborah L. Julian, Notary Public 9383484_1 ?Ju whanna T"., Dauphin County My ComMisgion Expires Oct. 20, 2014 Member, ftnn Amart* n of Notaries 4 ? IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW ORRSTOWN BANK VS. SUSAN DeREMER SLAGLE and ROBERT L. SLAGLE NO. b-, t1o/ NOTICE TO HOLDER OF DOCUMENT CONTAINING PROVISION FOR JUDGMENT BY CONFESSION 6 " 4 ? C sin ss =C 0-- trn- m You are notified that the Prothonotary of Cumberland County is not permitted to enter judgment on a document containing provision for judgment by confession (other than bonds and warrants of attorney accompanying mortgages) unless the document is accompanied by an affidavit suggested form of which is as follows: PLAINTIFF'S AFFIDAVIT OF DEBTOR'S WAIVER OF RIGHTS COMMONWEALTH OF PENNSYLVANIA: SS COUNTY OF DAUPHIN Elizabeth J. Goldstein, being duly sworn/affirmed according to law, deposes and says that she is attorney for Plaintiff in the above captioned matter; that at the time of the signing of the document containing provision for judgment by confession in the said matter, the defendants (X) (1) Earned more than $10,000 annually, OR () (2) If annual earnings are less than $10,000, did intentionally, understandingly, and voluntarily waive: (a) the right to notice and hearing; (b) the right of defalcation, i.e. the right to reduce or set off a claim by deducting a counterclaim; (c) release of errors; (d) inquest (to ascertain whether rents and profits of defendant's real estate will be sufficient to satisfy the judgment within seven years); (e) stay of execution (if defendant owns real estate in fee simple within the county worth the amount to which the plaintiff is entitled, clear of encumbrances); 93834841 4 (f) exemption laws now in force or hereafter to be passed; (g) The facts showing such waiver are: Dilworth Paxson LLP By: r-Z . AJA 41J _ h . Goldstein, Esquire Eli abe137' Attorney for Plaintiff Sworn to and Supscribed before me. - day of 92012. ?P Notady Public COMMONWEALTH OF PENNSYLVANIA Notarial Seal Deborah L Julian, Notary Pubic Susquehanna 7Wp., Dauphin County CommWon EV?s Oct 20, 2014 Mombor, psnAwwanis Anodation of Notaries 93834841 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW ORRSTOWN BANK NO. vs. SUSAN DeREMER SLAGLE and ROBERT L. SLAGLE ACT 105 OF 2000 NOTICE A JUDGMENT HAS BEEN ENTERED AGAINST YOU BY CONFESSION OF JUDGMENT PURSUANT TO 42 PA.C.S.A. §2737.1. IF YOU WERE INCORRECTLY IDENTIFIED AS A DEFENDANT IN THE COMPLAINT IN CONFESSION OF JUDGMENT, YOU MAY BE ENTITLED TO COSTS AND REASONABLE ATTORNEY'S FEES AS DETERMINED BY THE COURT. YOU MAY TAKE ACTION TO STRIKE THE JUDGMENT BY FOLLOWING THE PROCEDURE IN RULE 2959 WHICH IS AS FOLLOWS: Pennsylvania Rule of Civil Procedure 2959 - Striking Off Judgment. (a) (1) Relief from a judgment by confession shall be sought by Petition. Except as provided in Subparagraph (2), all grounds for relief whether to strike off the judgment or to open it must be asserted in a single Petition. The Petition may be 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 93834841 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. (g) (1) A judgment shall not be stricken or opened because of a creditor's failure to provide a debtor with instructions imposed by an existing statute, if any, regarding procedures to follow to strike a judgment or regarding any rights available to an incorrectly identified debtor. (2) Subdivision (g)(1) shall apply to (1) judgments entered prior to the effective date of subdivision (g) which have not been stricken or opened as of the effective date and (2) judgments entered on or after the effective date. DILWORTH PAXSON LLP BY: L?!rtial? Elizabeth Goldstein, Esquire Attorney for Plaintiff 93834841 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW ORRSTOWN BANK VS. SUSAN DeREMER SLAGLE and ROBERT L. SLAGLE NO. ORDER FOR APPEARANCE Kindly enter my appearance for Plaintiff, Orrstown Bank, and enter judgment against Defendants Susan Deremer Slagle and Robert L. Slagle. Dilworth Paxson LLP By: 9& 4-v- Elizabeth Goldstein, Esquire Attorney for Plaintiff x ns vY A kc cam -t cs? 93834841 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW ORRSTOWN BANK VS. SUSAN DeREMER SLAGLE and ROBERT L. SLAGLE r?p0/ NO. / 4d CERTIFICATION OF ADDRESSES I hereby certify that the present address of the within named Judgment Creditor is 77 East King Street, P.O. Box 250, Shippensburg, PA, Franklin County, Pennsylvania 17257. I hereby certify that the last known address of the Judgment Debtors was 8 Foxfield Court, Mechanicsburg, Cumberland County, Pennsylvania. Dilworth Paxson LLP '1 By: Ugou j Elizabeth J. Goldstein, Esquire Attorney for Plaintiff c 2 Cn .. --4 <J vrn 93834841 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW ORRSTOWN BANK NO. VS. SUSAN DeREMER SLAGLE and ROBERT L. SLAGLE PENNSYLVANIA RULE OF CIVIL PROCEDURE 236 NOTICE Notice is hereby given that a judgment in the above-captioned matter has been entered against you on 1,-?26Z , 2012. By: Prothon D rothonotary If you have any questions concerning the above, please contact: Elizabeth Goldstein, Esquire Dilworth Paxson LLP 112 Market St., Suite 800 Harrisburg, PA 17101 (717) 236-4812 93834841 SHERIFF'S OFFICE OF CUMBERLAND COUNTY Ronny R Anderson Sheriff Jody S Smith Chief Deputy Richard W Stewart Solicitor e9112 JUL 24 AM 8 2C PENNSYLVANIA Lptt jv dt LFIq!(""141t'o ("r ? - ?-F Orrstown Bank vs. Robert L Slagle (et al.) Case Numb 2012-4001 SHERIFF'S RETURN OF SERVICE 07/13/2012 09:10 PM - Ryan Burgett, Deputy Sheriff, who being duly sworn according to law, states that on July 1 2012 at 2110 hours, he served a true copy of the within Complaint in Confession of Judgment and PA Rule of Civil Procedure 236 Notice, upon the within named defendant, to wit: Susan Deremer Slagle, t making known unto Robert Slagle, Husband of Defendant at 8 Foxfield Court, Mechanicsburg, Cumberland County, Pennsylvania 17050 its contents and at the same time handing to him personally said true and correct copy of the same. RYAN BURGETT, DE 07/13/2012 09:10 PM - Ryan Burgett, Deputy Sheriff, who being duly sworn according to law, states that on July 1 2012 at 2110 hours, he served a true copy of the within Complaint in Confession of Judgment and PA Rule of Civil Procedure 236 Notice, upon the within named defendant, to wit: Robert L. Slagle, by mak known unto himself personally, at 8 Foxfield Court, Mechanicsburg, Cumberland County, Pennsylvania 17050 its contents and at the same time handing to him personally the said true and correct copy of th same. N BURGETT, SHERIFF COST: $54.45 July 17, 2012 SO ANSWERS, RONNY R ANDERSON, SHERIFF , Orrstown Bank : IN THE COURT OF COMMON PLEAS v. : CUMBERLAND COUNTY, PENNSYLVANIA Susan Deremer Slagle and Robert L.Slagle : NO. 2012-4001 ' n - . PRAECIPE TO THE PROTHONOTARY: Please mark the above judgment as satisfied for the property known as 8 Foxfield Court as outlined in the attached Exhibit. Respectfully Submitted; Martin J. Weis, Esquire j. 190/ Di/WO f/4 / a�716.6 J�axso� C� 29 7f9‘ MARTIN J. WEIS, ESQUIRE ATTORNEY FOR PLAINTIFF IDENTIFICATION NO. 51379 DILWORTH PAXSON LLP 1500 MARKET STREET, SUITE 3500E PHILADELPHIA, PENNSYLVANIA 19102-2101 (215) 575-7000 ORRSTOWN BANK CUMBERLAND COUNTY COURT OF COMMON PLEAS vs. CIVIL DIVISION SUSAN DEREMER SLAGLE AND ROBERT L. NO. 2012-4001 SLAGLE RELEASE OF LIEN OF JUDGMENT TO THE PROTHONOTARY: Plaintiff in the above-stated action, at the request of Defendant and for and in consideration of the sum of Ten Dollars ($10.00) to us in hand paid by Defendant at the time of execution hereof, the receipt of which is hereby acknowledged, do for ourselves, our successors and assigns, covenant, promise, and agree, to and with the Defendant, their heirs and assigns, by these presents, that we will not at any time hereafter sell or dispose of, attach or levy upon, or claim or demand the premises known as 8 Foxfield Court, Mechanicsburg, Cumberland County, Pennsylvania, more fully described in Exhibit "A" attached hereto, with the appurtenances or any part thereof by virtue of the said judgment, so that the said Defendant, their heirs and assigns, shall and may hold the same, free and clear of and from the lien of the said judgment; provided, 11292134_1 however, that nothing herein contained shall invalidate the lien, indebtedness or security of the said judgment upon any other estate of Defendant. Dilworth Paxs LLP Date: September)G) 2013 By: ZMart'n J. We , squire Attorney for Plaintiff 2 11292134_1 LEGAL DESCRIPTION ALL THAT CERTAIN tract or parcel of land situate in Silver Spring Township,Cumberland County, Pennsylvania,more particularly bounded and described in accordance with the Major Final Subdivision Plan for The Peninsula(Phase 1),prepared by H.Edward Black&Associates,P.C.,more particularly bounded and described as follows,to wit: • BEGINNING at a concrete monument on the western right-of-way line of Foxfield Court at the dividing line between Lot-110 and Lot-109 on the hereinabove mentioned subdivision plan;thence along said dividing line between Lot-110 and Lot-109,South 73 degrees 46 minutes 42 seconds West,a distance of 629.47 feet to an iron pin along the eastern right-of-way line of Conodoguinet Creek;thence along the eastern right-of- way line of Conodoguinet Creek North 10 degrees 50 minutes 57 seconds West,a distance of 511 feet to an iron pin along potherb lands now or formerly of Sample Bridge Associates;thence along the lands now or formerly of Sample Bridge Associates North 81 degrees 30 minutes 00 seconds East,a distance of 428.30 feet to an iron pin at the dividing line between Lot 108 and Lot 109;thence along said dividing line.between Lot-10$and Lot- 109 South 40 degrees 19 minutes 46 seconds East,a distance of436.89 feet to a concrete monument along the western right-of-way line of Foxfield.Court;thence along the western right-of-way line of Fox.field Court on a curve to the left having a radius of 50 feet an arc length of 65 feet to a concrete monument at the dividing line between Lot-I09 and Lot-110;the point and place of BEGINNING. CONTAINING 5.9597 acres more or less. BEING LOT-109 on the hereinabove mentioned Subdivision Plan for The Peninsula(Phase I)as recorded in the Office of the Recorder of Deeds in and for Cumberland County in Plan Book.65 at'Page 28. BEING the same premises which Sample Bridge Associates by its deed dated January 13, 1994 and recorded on January 24, 1994,in Deed Book"T",Volume 36,Page 772,in the Office of the Recorder of Deeds in and for Cumberland County,Pennsylvania,granted and conveyed unto Robert L.Slagle and Susan D.Slagle, husband and wife,the Borrowers and Mortgagors herein. • • • •