HomeMy WebLinkAbout12-4176INTEGRITY BANK,
Plaintiff
V.
SNYDER'S HARDWARE, INC., d/b/a
SNYDER DEVELOPERS and
RICHARD J. SNYDER
Defendants
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PENNSYLVANIA
No. /a - ??7b c?/vll
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CIVIL ACTION -LAW
CONFESSION OF JUDGMENT
($550,000.00 Loan)
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Pursuant to the authority contained in the Note attached as Exhibit A to the Complaint and
pursuant to the authority contained in the Guaranty attached as Exhibit B to the Complaint filed
the above captioned case, we appear for Defendants Snyder's Hardware, Inc., d/b/a Snyder
Developers and Richard J. Snyder, jointly and severally, and confess judgment in favor of
Integrity Bank, and against Defendants, as follows:
Principal $287,446.22
Interest 4,207.89
Late Fees 203.63
Satisfaction Fees 144.00
Attorney's Fees (10%) 29,165.41
Total: $321,167.15*
*along with interest accruing at the per diem rate of $33.93 from June 18,
2012, until paid in full, plus costs.
Date: July 3, 2012
McNEES WALLACE & NURICK LLC
By
Attorneys for Plaintiff Integrity Bank C # 07/31
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"Nedric L. l?sly
PA Attorney I.D. No. 44233
McNees Wallace & Nurick LLC
100 Pine Street - P.O. Box 1166
Harrisburg, PA 17108-1166
(717) 260-173 1 (Direct Fax)
(717) 232-8000 (Phone)
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Nedric L. Nissly
PA Attorney I.D. No. 44233
McNees Wallace & Nurick LLC
100 Pine Street - P.O. Box 1166
Harrisburg, PA 17108-1166
(717) 260-1731 (Direct Fax)
(717) 232-8000 (Phone)
nnissly(a,mwn.com
Attorneys for Plaintiff Integrity Bank
2 12 JUL -5 pN 1: 43
cUMBERLAND COUNTY
PENNSYLVANIA
INTEGRITY BANK, IN THE COURT OF COMMON PLEAS
Plaintiff CUMBERLAND COUNTY, PENNSYLVANIA
V. No. /)--/ / /d
SNYDER'S HARDWARE, INC., d/b/a
SNYDER DEVELOPERS and
RICHARD J. SNYDER
Defendants CIVIL ACTION -LAW
COMPLAINT FOR CONFESSION OF JUDGMENT
($550,000 Loan)
Plaintiff Integrity Bank, by and through its undersigned counsel, hereby files this Comp
for Confession of Judgment pursuant to Pa.R.C.P. No. 2951(b) and in support thereof avers the
following:
1. Plaintiff Integrity Bank (the "Bank") is a Pennsylvania banking institution
business at 3345 Market Street, Camp Hill, Pennsylvania 17011.
2. Defendant Snyder's Hardware, Inc., d/b/a Snyder Developers is a Pennsy
corporation having an address at 119 West Lancaster Avenue, Shillington, Pennsylvania 19607.
3. Defendant Richard J. Snyder is an adult individual who resides at 100 Knipe
Reading, Pennsylvania 19607-9440.
4. On September 12, 2005, Defendant Snyder's Hardware, Inc., d/b/a S
Developers (the "Borrower") borrowed from the Bank the sum of $550,000.00 (the "Loan")
business purpose as evidenced by a Loan Agreement ("Loan Agreement) and Mortgage Note
a
"Note") both of even date with the Loan, executed and delivered by Borrower in favor of the
Attached hereto as Exhibit A and incorporated herein by reference is a true and correct copy of
Loan Agreement and Note.
5. The indebtedness evidenced by the Note is guaranteed by Defendant Richard
Snyder (the "Guarantor") pursuant to a Guaranty and Suretyship Agreement (the
executed by Guarantor in favor of the Bank. Attached hereto as Exhibit B and incorporated herein
reference is a true and correct copy of the Guaranty.
6. Pursuant to certain Promissory Note Modification Agreements between the Bank
J.
the Borrower dated as of September 12, 2007, October 30, 2008, December 9, 2008, December 1,
2009, January 20, 2010, March 30, 2010, July 20, 2010, August 30, 2010, December 21, 2010 and
May 19, 2011 (the "Loan Modification Agreements"), the maturity date of the Loan extended.
Attached hereto as Exhibit C and incorporated herein by reference is a true and correct copy of he
Loan Modification Agreements.
7. Borrower has defaulted under the Note (as amended) by failing to make
when due thereunder for a period in excess of 95 days.
8. The Note provides that the Bank may confess judgment against the Borrower after a
default thereunder for the entire principal balance due and owing under the Loan along with
interest, late fees, costs of suit and an attorney's commission of 10% of the unpaid principal
and accrued interest.
9. The Guaranty provides that the Bank may confess judgment against the Guaranto# at
any time after the amounts thereunder become due for the entire principal balance due and
under the Loan along with accrued interest, late fees, costs of suit and an attorney's commis
of
10% of the unpaid principal balance and accrued interest.
10
The total amount due and owing under the Note and the Guaranty as of June 111 8,
2012, is itemized as follows:
Principal $287,446.22
Interest 4,207.89
Late Fees 203.63
Satisfaction Fees 144.00
Attorney's Fees (10%) 29,165.41
Total: $321,167.15*
*along with interest accruing at the per diem rate of $33.93 from June 18,
2012, until paid in full, plus costs.
11. All conditions precedent have been satisfied to allow the Bank to confess j
against the Borrower under the Note and against the Guarantor under the Guaranty.
12. The Bank is the holder of the Note and the Guaranty.
13. The Note and the Guaranty were executed and delivered in connection wi
business transaction and judgment is not being entered by confession against a natural person
connection with a consumer credit transaction.
14. Judgment has not been confessed or entered under the Note or the Guaranty in
other jurisdiction.
15. The 10% attorney's fee commission included in the confessed judgment is
under the Note and the Guaranty is being used to calculate a sum certain for purposes of confe
judgment: however, the Bank will only seek and recover its actual and reasonable attorney's fees
costs in this matter.
WHEREFORE, Plaintiff Integrity Bank hereby requests this Court to enter judgment by
confession against the Defendants, Snyder's Hardware, Inc., d/b/a Snyder Developers and Richard
Snyder, jointly and severally, in the amount of $321,167.15 along with interest from and fo
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June 18, 2012 at the per diem rate of $33.93 until paid in full, plus costs.
McNEES WALLACE & NURICK LLC
Date: July 3, 2012 By
edric L. y
PA Attorney I.D. No. 44233
McNees Wallace & Nurick LLC
100 Pine Street - P.O. Box 1166
Harrisburg, PA 17108-1166
(717) 260-173 1 (Direct Fax)
(717) 232-8000 (Phone)
nnisslygmwn.com
Attorneys for Plaintiff Integrity Bank
*WSO
I, Gary G. Klick, Vice President of Integrity Bank, verify that I am authorized to make this
verification on behalf of Integrity Bank, and that the facts contained in the foregoing Complaint for
Confession of Judgment are true and correct to the best of my knowledge, information and belief and
that the some are made subject to the penalties of 18 Pa. C.S.A. $ 4904 relating to unsworn
falsification to authorities.
("P7 ,
Gary G. Kli Vice PrWdent
..__/
LOAN AGREEMENT
THIS LOAN AGREEMENT (this "Agreement") is entered into as of September 12,
2005, between SNYDER'S HARDWARE, INC., dlb/a Snyder Developers, a Pennsylvania
corporation (the "Borrower") and INTEGRITY BANK, a Pennsylvania banking institution, its
successors and assigns (the "Bank").
The Borrower and the Bank, with the intent to be legally bound, agree as follows:
1. Loan. The Bank has made or may make a mortgage loan in the original principal
amount of $550,000 (the "Loan") to the Borrower to acquire 8-acre and 13-acre tracts of
unimproved land located in East Manchester Township, York County, Pennsylvania (the
"Mortgaged Property") and to fund soft costs and an interest reserve for the Loan, subject to
the terms and conditions and upon the representations and warranties of the Borrower set forth
in this Agreement. The Loan is or will be evidenced by a promissory note or notes of the
Borrower and all renewals, extensions, amendments and restatements thereof (if one or more,
collectively, the "Note") acceptable to the Bank, which shall set forth the interest rate,
repayment and other provisions, the terms of which are incorporated into this Agreement by
reference. Defined terms which are not specifically defined herein shall have the meaning
ascribed to them in the other Loan Documents.
2. Security. The security for repayment of the Loan shall include but not be limited
to the collateral, guaranties and other documents heretofore, contemporaneously or hereafter
executed and delivered to the Bank (the "Security Documents"), which shall secure
repayment of the Loan, the Note and all other loans, advances, debts, liabilities, obligations,
covenants and duties owing by the Borrower to the Bank of any kind or nature, present or future
(including any interest accruing thereon after maturity, or after the filing of any petition in
bankruptcy, or the commencement of any insolvency, reorganization or like proceeding relating
to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such
proceeding), whether or not evidenced by any note, guaranty or other instrument, whether
arising under any agreement, instrument or document, whether or not for the payment of
money, whether arising by reason of an extension of credit, opening of a letter of credit, loan,
equipment lease or guarantee, under any interest or currency swap, future, option or other
interest rate protection or similar agreement, or in any other manner, whether arising out of
overdrafts on deposit or other accounts or electronic funds transfers (whether through
automated clearing houses or otherwise) or out of the Bank's non-receipt of or inability to collect
funds or otherwise not being made whole in connection with depository transfer check or other
similar arrangements, whether direct or indirect (including those acquired by assignment or
participation), absolute or contingent, joint or several, due or to become due, now existing or
hereafter arising, and any amendments, extensions, renewals or increases and all costs and
expenses of the Bank incurred in the documentation, negotiation, modification, enforcement,
collection or otherwise in connection with any of the foregoing, including reasonable attorneys'
fees and expenses (hereinafter referred to collectively as the "Obligations"). Unless expressly
provided to the contrary in documentation for any other loan or loans, it is the express intent of
the Bank and the Borrower that all Obligations including those included in the Loan be
cross-collateralized and cross-defaulted, such that collateral securing any of the Obligations
shall secure repayment of all Obligations and a default under any Obligation shall be a default
under all Obligations.
(A69$M)
This Agreement, the Note and the Security Documents are collectively referred to as the
"Loan Documents." Capitalized terms not defined herein shall have the meanings ascribed to
them in the Loan Documents.
3. Representations and Warranties. The Borrower hereby makes the following
representations and warranties, which shall be continuing in nature and remain in full force and
effect until the Obligations are paid in full, and which shall be true and correct except as
otherwise set forth on the Addendum attached hereto and incorporated herein by reference (the
"Addendum"):
3.1. Existence. Power and Authority. The Borrower is duly organized,
validly existing and in good standing under the laws of the Commonwealth of Pennsylvania and
has the power and authority to own and operate its assets and to conduct its business as now
or proposed to be carried on, and is duly qualified, licensed and in good standing to do business
in all jurisdictions where its ownership of property or the nature of its business requires such
qualification or licensing. The Borrower is duly authorized to execute and deliver the Loan
Documents, all necessary action to authorize the execution and delivery of the Loan Documents
has been properly taken, and the Borrower is and will continue to be duly authorized to borrow
under this Agreement and to perform all of the other terms and provisions of the Loan
Documents.
3.2. Financial Statements. The Borrower has delivered or caused to be
delivered its most recent balance sheet, income statement, statement of cash flows, and tax
returns (as applicable, the "Historical Financial Statements"). The Historical Financial
Statements are true, complete and accurate in all material respects and fairly present the
financial condition, assets and liabilities, whether accrued, absolute, contingent or otherwise and
the results of the Borrower's operations for the period specified therein. The Historical Financial
Statements have been prepared in accordance with generally accepted accounting principles
("GAAP") consistently applied from period to period subject in the case of interim statements to
normal year-end adjustments and to any comments and notes acceptable to the Bank in its sole
discretion.
3.3. No Material Adverse Change. Since the date of the most recent
Financial Statements, the Borrower has not suffered any damage, destruction or loss, and no
event or condition has occurred or exists, which has resulted or could result in a material
adverse change in its business, assets, operations, financial condition or results of operation.
3.4. Binding Obillaadons. The Borrower has full power and authority to enter
into the transactions provided for in this Agreement and has been duly authorized to do so by
appropriate action of all its members or otherwise as may be required by law, charter, other
organizational documents or agreements; and the Loan Documents, when executed and
delivered by the Borrower, will constitute the legal, valid and binding obligations of the Borrower
enforceable in accordance with their respective terms.
3.5. No Defaults or Violations. There does not exist any Event of Default
under this Agreement or any default or violation by the Borrower of or under any of the terms,
conditions or obligations of: (i) its operating agreement or other applicable organizational
documents; (ii) any indenture, mortgage, deed of trust, franchise, permit, contract, agreement,
or other instrument to which it is a party or by which it is bound; or (iii) any law, regulation,
ruling, order, injunction, decree, condition or other requirement applicable to or imposed upon it
by any law, the action by any court or any governmental authority or agency; and the
(A893336:)
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consummation of this Agreement and the transactions set forth herein will not result in any such
default or violation.
3.6. Title to Assets. The Borrower has good and marketable title to the
assets reflected on the most recent Financial Statements, free and clear of all liens and
encumbrances, except for (1) current taxes and assessments not yet due and payable, (ii)
assets disposed of by the Borrower in the ordinary course of business since the date of the
most recent Financial Statements, and (iii) those liens or encumbrances, if any, specified on the
Addendum or in any policy of title insurance delivered to and accepted by the Bank.
3.7. Litigation. There are no actions, suits, proceedings or governmental
investigations pending or, to the knowledge of the Borrower, threatened against the Borrower,
which could result in a material adverse change in its business, assets, operations, financial
condition or results of operations and there is no basis known to the Borrower for any action,
suit, proceeding or investigation which could result in such a material adverse change. All
pending or threatened litigation against the Borrower is listed on the Addendum.
3.8. Tax Returns. The Borrower has filed all returns and reports that are
required to be filed by it in connection with any federal, state or local tax, duty or charge levied,
assessed or imposed upon it or its property or withheld by it, including unemployment, social
security and similar taxes, and all of such taxes have been either paid or adequate reserve or
other provision has been made therefore.
3.9. Employee Benefit Plans. Each employee benefit plan as to which the
Borrower may have any liability complies in all material respects with all applicable provisions of
the Employee Retirement Income Security Act of 1974 ("ERISA"), including minimum funding
requirements, and (i) no Prohibited Transaction (as defined under ERISA) has occurred with
respect to any such plan, (ii) no Reportable Event (as defined under Section 4043 of ERISA)
has occurred with respect to any such plan which would cause the Pension Benefit Guaranty
Corporation to institute proceedings under Section 4042 of ERISA, (iii) the Borrower has not
withdrawn from any such plan or initiated steps to do so, and (iv) no steps have been taken to
terminate any such plan.
3.10. Environmental Matters. To the best of Borrower's knowledge, Borrower
is in compliance, in all material respects, with all Environmental Laws, including, without
limitation, all Environmental Laws in jurisdictions in which the Borrower owns or operates, or has
owned or operated, a facility or site, stores Collateral, arranges or has arranged for disposal or
treatment of hazardous substances, solid waste or other waste, accepts or has accepted for
transport any hazardous substances, solid waste or other wastes or holds or has held any
interest in real property or otherwise. Except as otherwise disclosed on the Addendum, no
litigation or proceeding arising under, relating to or in connection with any Environmental Law is
pending or, to the best of the Borrower's knowledge, threatened against the Borrower, any real
property which the Borrower holds or has held an interest or any past or present operation of
the Borrower. No release, threatened release or disposal of hazardous waste, solid waste or
other wastes is occurring, or to the best of the Borrower's knowledge has occurred, on, under or
to any real property in which the Borrower holds any interest or performs any of its operations,
in violation of any Environmental Law. As used in this Section, "litigation or proceeding"
means any demand, claim notice, suit, suit in equity, action, administrative action, investigation
or inquiry whether brought by a governmental authority or other person, and "Environmental
Laws" means all provisions of laws, statutes, ordinances, rules, regulations, permits, licenses,
judgments, writs, injunctions, decrees, orders, awards and standards promulgated by any
{A693336:)
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governmental authority concerning health, safety and protection of, or regulation of the
discharge of substances into, the environment.
3.11. Intellectual Property. The Borrower owns or is licensed to use all
patents, patent rights, trademarks, trade names, service marks, copyrights, intellectual property,
technology, know-how and processes necessary for the conduct of its business as currently
conducted that are material to the condition (financial or otherwise), business or operations of
the Borrower.
3.12. Regulatory Matters. No part of the proceeds of the Loan will be used for
"purchasing" or "carrying" any "margin stock" within the respective meanings of each of the
quoted terms under Regulation U of the Board of Governors of the Federal Reserve System as
now and from time to time in effect or for any purpose which violates the provisions of the
Regulations of such Board of Governors.
3.13. Solvency. As of the date hereof and after giving effect to the
transactions contemplated by the Loan Documents, (i) the aggregate value of the Borrower's
assets will exceed its liabilities (including contingent, subordinated, unmatured and uniiquidated
liabilities), (ii) the Borrower will have sufficient cash flow to enable it to pay its debts as they
mature, and (iii) the Borrower will not have unreasonably small capital for the business in which
it is engaged.
3.14. Disclosure. None of the Loan Documents contains or will contain any
untrue statement of material fact or omits or will omit to state a material fact necessary in order
to make the statements contained in this Agreement or the Loan Documents not misleading.
There is no fact known to the Borrower which materially adversely affects or, so far as the
Borrower can now foresee, might materially adversely affect the business, assets, operations,
financial condition or results of operation of the Borrower and which has not otherwise been fully
set forth in this Agreement or in the Loan Documents or as disclosed on the Addendum.
4. Affirmative Covenants. The Borrower agrees that from the date of execution of
this Agreement until all Obligations have been fully paid and any commitments of the Bank to
the Borrower have been terminated, the Borrower will:
4.1. Books and Records. Maintain books and records in accordance with
GAAP and give representatives of the Bank, upon request, access thereto at all reasonable
times, including permission to examine, copy and make abstracts from any of such books and
records and such other information as the Bank may from time to time reasonably request, and
the Borrower will make available to the Bank, upon request, for examination copies of any
reports, statements or returns which the Borrower may make to or file with any governmental
department, bureau or agency, federal or state.
4.2. Interim Financial Statements: Certificate of No Default. If requested
by the Bank, furnish the Bank within 30 days after the end of each quarter the Borrower's
Financial Statements for such period, in reasonable detail, certified by an authorized officer of
the Borrower and prepared in accordance with GAAP applied from period to period. The
Borrower shall also deliver a certificate as to its compliance with applicable financial covenants
(containing detailed calculations of all financial covenants) for the period then ended and
whether any Event of Default exists, and, if so, the nature thereof and the corrective measures
the Borrower proposes to take. "Financial Statements" means consolidated and, if required
by the Bank in its sole discretion. consolidating balance sheets, income statements and
{A693336:)
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statements of cash flows for the year, month or quarter together with year-to-date figures and
comparative figures for the corresponding periods of the prior year.
4.3. Annual Financial Statements and Tax Returns. Furnish the Borrower's
Financial Statements to the Bank by April 30 of each year and also furnish the Bank with signed
copies of its annual federal income tax returns when filed. The Borrower shall also furnish the
Bank with annual Financial Statements for RICHARD J. SNYDER (the "Guarantor"), prepared
by an independent certified public accountant in form acceptable to the Bank, by April 30 of
each year and signed copies of his annual federal income tax returns when filed. All Financial
Statements will be prepared by a certified public accountant in accordance with GAAP. Audited
Financial Statements shall contain the unqualified opinion of a certified public accountant and its
examination shall have been made in accordance with GAAP consistently applied from period to
period.
4.4. Payment of Taxes and _Other Charges. Pay and discharge when d
all indebtedness and all taxes, assessments, charges, levies and other liabilities imposed up
the Borrower, its income, profits, property or business, except those which currently are bei
contested in good faith by appropriate proceedings and for which the Borrower shall have i
aside adequate reserves or made other adequate provision with respect thereto acceptable
the Bank in its sole discretion.
4.6. Maintenance of Existence. Operation and Assets. Do all th
necessary to maintain, renew and keep in full force and effect its organizational existence
all rights, permits, approvals and franchises necessary to enable it to continue its busir
continue in operation in substantially the same manner as at present; keep its properties in I
operating condition and repair; and make all necessary and proper repairs, rene?
replacements, additions and improvements thereto.
s
4.6. Insurance Maintain with financially sound and reputable insure
insurance with respect to its property and business against such casualties and contingencif
of such types and in such amounts as is customary for established companies engaged in t
same or similar business and similarly situated. In the event of a conflict between the provisio
of this Section and the terms of any Security Documents relating to insurance, the provisions
the Security Documents will control.
4.7. Compliance with Laws. Comply with all laws applicable to the Borrm
and to the operation of its business (including any statute, rule or regulation relating
employment practices and pension benefits or to environmental, occupational and hei
standards and controls).
4.8. Intentionally Omitted.
4.9. Additional Reports. Provide prompt written notice to the Bank of 1
occurrence of any of the following (together with a description of the action which the Borrow
proposes to take with respect thereto): (i) any Event of Default or potential Event of Default,
any litigation filed by or against the Borrower seeking injunctive relief and/or monetary damag
(ill) any Reportable Event or Prohibited Transaction with respect to any Employee Ben
Plan(s) (as defined in ERISA) or (iv) any event which might result in a material adverse char
in the business, assets, operations, financial condition or results of operation of the Borrower.
(A693336:)
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4.10 Use of Proceeds. Borrower shall use the proceeds of the Loan in the
following amounts:
Purchase of Mortgaged Property $250,000
Purchase of 13-acre tract 200,000
Interest Reserve 50,000
Soft costs 50.000
Total $550,000
4.11. Public . Allow the Bank to erect a sign on the Mortgaged Property
during the term of the Loan, which states that financing was provided by the Bank.
5. Negative Covenants. The Borrower covenants and agrees that from the date of
execution of this Agreement until all Obligations have been fully paid and any commitments of
the Bank to the Borrower have been terminated, the Borrower will not, except as set forth in the
Addendum, without the Bank's prior written consent:
5.1. indebtedness. Incur any indebtedness for borrowed money other than:
(i) the Loan and any subsequent indebtedness to the Bank; and (ii) open account trade debt
incurred in the ordinary course of business and not past due; (iii) indebtedness in respect of
purchase money financings of personal property; and (iv) indebtedness that is expressly
subordinated to the Borrower's indebtedness to the Bank, pursuant to any subordination
agreement required in connection with this Agreement.
5.2. Liens and Encumbrances. Except as provided in Section 3.6, create,
assume or permit to exist any mortgage, pledge, encumbrance or other security interest or lien
upon any assets now owned or hereafter acquired or enter into any arrangement for the
acquisition of property subject to any conditional sales agreement, except liens securing
purchase money indebtedness permitted pursuant to Section 5.1 above.
5.3. Guarantees. Guarantee, endorse or become contingently liable for the
obligations of any person, firm or corporation, except in connection with the endorsement and
deposit of checks in the ordinary course of business for collection.
5.4. Loans or Advances. Purchase or hold beneficially any stock, other
securities or evidences of indebtedness of, or make or have outstanding, any loans or advances
to, or make any investment or acquire any interest whatsoever in, any other person, firm or
corporation, except investments disclosed on the Borrower's Historical Financial Statements or
acceptable to the Bank in its sole discretion.
5.5. Meurer or Transfer of Assets. Merge or consolidate with or into any
person, firm or corporation or lease, sell, transfer or otherwise dispose of all, or substantially all,
of its property, assets and business whether now owned or hereafter acquired.
5.6. Change in Business, Management or Ownershlo. Make or permit any
material change in the nature of its business as carried on as of the date hereof, in the
composition of its current management, or in its equity ownership.
5.7. ivid . Declare or pay any dividends on or make any distributions
with respect to any class of its equity or ownership interest, or purchase, redeem, retire or
{A693336:}
-6-
otherwise acquire any of its equity, except for the amount of federal and state income tax of the
principals of the Borrower attributable to the earnings of the Borrower. Notwithstanding the
foregoing, the Borrower shall be authorized to make distributions to its partners provided no
Event of Default has occurred and is continuing and that the making of such distribution shall
not cause the Borrower to be unable to make all required payments on all debt of the Borrower.
6. Events of Default. The occurrence of any of the following will be deemed to be
an "Event of Default":
6.1. Covenant Default. The Borrower shall default in the performance of any
of the covenants or agreements contained in this Agreement.
6.2. Breach of Warranty. Any Financial Statement, representation, warranty
or certificate made or furnished by the Borrower to the Bank in connection with this Agreement
shall be materially false, incorrect or incomplete when made.
6.3. Other Default. The occurrence of an Event of Default as defined in the
Note or any of the Security Documents.
Upon the occurrence of an Event of Default, the Bank will have all rights and remedies specified
in the Note and the Security Documents and all rights and remedies (which are cumulative and
not exclusive) available under applicable law or in equity.
7. Conditigns. The Bank's obligation to make any advance under the Loan is
subject to the conditions that as of the date of the advance:
7.1. No Event of Default. No Event of Default or event which with the
passage of time, provision of notice or both would constitute an Event of Default shall have
occurred and be continuing.
7.2. Authorization Documents. The Bank shall have been furnished
certified copies of resolutions of the Borrower authorizing the execution and delivery of and
performance under this Agreement, the Note, the Security Documents and other Loan
Documents; and such other proof of authorization satisfactory to the Bank.
7.3. Receipt of Loan Documents. The Bank shall have received fully
executed originals of each of the Loan Documents and such other instruments and documents
which the Bank may reasonably request in connection with the transactions provided for in this
Agreement, including without limitation the Note, the Open-End Mortgage, Security Agreement,
Assignment of Leases and Rents and Fixture Filing, this Agreement, the Guaranty and
Suretyship Agreement from the Guarantor ("Guaranty"), the Disclosures for Confession of
Judgment relating to the Note and Guaranty, the Financing Statement, the Spousal Waiver from
the spouse of the Guarantor and an opinion of counsel for any party executing any of the Loan
Documents in form and substance satisfactory to the Bank.
7.4. Receipt of Other Documents. The Bank shall have received a
certification from the Borrower that it is current with respect to the payment of all federal, state
and local tax payments and that there are no federal, state or local tax liens filed against it. The
Bank shall have also received a certification from the Borrower that there are no pending or
threatened litigation against the Borrower or affecting the Mortgaged Property. The Bank shall
have received fully executed copies of such other instruments and documents which the Bank
(A693336:}
-7-
may reasonably request in connection with the Borrowers acquisition of the Mortgaged
Property.
8. Expenses. The Borrower agrees to pay the Bank, upon the closing of this
Agreement, and otherwise on demand, all costs and expenses incurred by the Bank in
connection with the preparation, negotiation and delivery of this Agreement and the other Loan
Documents, and any modifications thereto, and the collection of all of Borrowers Obligations to
the Bank, including but not limited to enforcement actions, relating to the Loan, whether through
judicial proceedings or otherwise, or in defending or prosecuting any actions or proceedings
arising out of or relating to this Agreement, including reasonable fees and expenses of counsel
(which may include costs of in-house counsel), expenses for auditors, appraisers and
environmental consultants, lien searches, recording and filing fees and taxes. In addition, the
Borrower agrees to pay the Bank a loan origination fee of $15,500.00, which shall be due and
payable to the Bank at closing of the Loan.
9. Increased Costs. On written demand, together with the written evidence of the
justification therefore, the Borrower agrees to pay the Bank, all direct costs incurred and any
losses suffered or payments made by the Bank as a consequence of making the Loan by
reason of any change in law or regulation or its interpretation imposing any reserve, deposit,
allocation of capital or similar requirement (including without limitation, Regulation D of the
Board of Governors of the Federal Reserve System) on the Bank, its holding company or any of
their respective assets.
10. Miscellaneous.
10.1. Notices. All notices, demands, requests, consents, approvals and other
communications required or permitted hereunder must be in writing and will be effective upon
receipt. Such notices and other communications may be hand-delivered, sent by facsimile
transmission with confirmation of delivery and a copy sent by first-class mail, or sent by
nationally recognized overnight courier service, to a party's address set forth below or to such
other address as any party may give to the other in writing for such purpose:
To the Bank: INTEGRITY BANK
3345 Market Street
Camp Hill, Pennsylvania 17011
Attention: Jeannetta L. Renninger, Senior Vice President
Facsimile No.: 717-920-3611
Telephone No.: 717-920-3699
To the Borrower: SNYDER DEVELOPERS
119 West Lancaster Avenue
Shillington, Pennsylvania 19607
Attention: Dolores Coleman
Facsimile No.: 610-777-9952
Telephone No.: 610-777-9959
{A693336.)
-8-
10.2. Preservation of Rights. No delay or omission on the Banks part to
exercise any right or power arising hereunder will impair any such right or power or be
considered a waiver of any such right or power, nor will the Bank s action or inaction impair any
such right or power. The Bank's rights and remedies hereunder are cumulative and not
exclusive of any other rights or remedies which the Bank may have under other agreements, at
law or in equity.
10.3. Illegality In case any one or more of the provisions contained in this
Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein shall not in any way be affected or
impaired thereby.
10.4. Changes in Wrlting. No modification, amendment or waiver of any
provision of this Agreement nor consent to any departure by the Borrower therefrom will be
effective unless made in a writing signed by the party to be charged, and then such waiver or
consent shall be effective only in the specific instance and for the purpose for which given. No
notice to or demand on the Borrower in any case will entitle the Borrower to any other or further
notice or demand in the same, similar or other circumstance.
10.5. Enti[2 Agreement. This Agreement (including the documents and
instruments referred to herein) constitutes the entire agreement and supersedes all other prior
agreements and understandings, both written and oral, between the parties with respect to the
subject matter hereof.
10.6. Counterparts. This Agreement may be signed in any number of
counterpart copies and by the parties hereto on separate counterparts, but all such copies shall
constitute one and the same instrument. Delivery of an executed counterpart of a signature
page to this Agreement by facsimile transmission shall be effective as delivery of a manually
executed counterpart. Any party so executing this Agreement by facsimile transmission shall
promptly deliver a manually executed counterpart, provided that any failure to do so shall not
affect the validity of the counterpart executed by facsimile transmission.
10.7. Successors and Assigns. This Agreement will be binding upon and
inure to the benefit of the Borrower and the Bank and their respective heirs, executors,
administrators, successors and assigns; Provided , bgWILve that the Borrower may not assign
this Agreement in whole or in part without the Bank's prior written consent and the Bank at any
time may assign this Agreement in whole or in part.
10.8. Interpretation. In this Agreement, unless the Bank and the Borrower
otherwise agree in writing, the singular includes the plural and the plural the singular; words
importing any gender include the other genders; references to statutes are to be construed as
including all statutory provisions consolidating, amending or replacing the statute referred to; the
word "or" shall be deemed to include "and/or", the words "including", "includes" and "include"
shall be deemed to be followed by the words "without limitation"; references to articles, sections
(or subdivisions of sections) or exhibits are to those of this Agreement unless otherwise
indicated; and references to agreements and other contractual instruments shall be deemed to
include all subsequent amendments and other modifications to such instruments, but only to the
extent such amendments and other modifications are not prohibited by the terms of this
Agreement. Section headings in this Agreement are included for convenience of reference only
and shall not constitute a part of this Agreement for any other purpose. Unless otherwise
{A693336:}
-9-
specified in this Agreement, all accounting terms shall be interpreted and all accounting
determinations shall be made in accordance with GAAP. If this Agreement is executed by more
than one party as Borrower, the obligations of such persons or entities will be joint and several.
10.9. Indemnity The Borrower agrees to indemnify each of the Bank, its
directors, officers and employees and each legal entity, if any, who controls the Bank (the
"Indemnified Parties") and to hold each Indemnified Party harmless from and against any and
all claims, damages, losses, liabilities and expenses (including, without limitation, all fees and
changes of intemal or external counsel with whom any Indemnified Party may consult and all
expenses of litigation or preparation therefore) which any Indemnified Party may incur or which
may be asserted against any Indemnified Party in connection with or arising out of the matters
referred to in this Agreement or in the other Loan Documents by any person, entity or
governmental authority (including any person or entity claiming derivatively on behalf of the
Borrower), whether (a) arising from or incurred in connection with any breach of a
representation, warranty or covenant by the Borrower, or (b) arising out of or resulting from any
suit, action, claim, proceeding or governmental investigation, pending or threatened, whether
based on statute, regulation or order, or tort, or contract or otherwise, before any court or
governmental authority, which arises out of or relates to this Agreement, any other Loan
Document, or the use of the proceeds of the Loan; provided, however, that the foregoing
indemnity agreement shall not apply to claims, damages, losses, liabilities and expenses solely
attributable to an Indemnified Party's negligence or willful misconduct. The indemnity
agreement contained in this Section shall survive the termination of this Agreement, payment of
any Loan and assignment of any rights hereunder. The Borrower may participate at its expense
in the defense of any such action or claim.
10.10. Asslanments and Partlclaations. At any time, without any notice to the
Borrower, the Bank may sell, assign, transfer, negotiate, grant participations in, or otherwise
dispose of all or any part of the Bank's interest in the Loan. The Borrower hereby authorizes the
Bank to provide, without any notice to the Borrower, any information concerning the Borrower,
including information pertaining to the Borrower's financial condition, business operations or
general creditworthiness, to any person or entity which may succeed to or participate in all or
any part of the Bank's interest in the Loan.
10.11. Governlna Law: Jurisdiction: Venue. This Agreement has been
delivered to and accepted by the Bank and will be deemed to be made in the Commonwealth of
Pennsylvania. THIS AGREEMENT WILL BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF THE
PARTIES HERETO DETERMINED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF
PENNSYLVANIA, EXCLUDING ITS CONFLICT OF LAWS RULES. The Borrower hereby irrevocably
consents to the exclusive jurisdiction of the Court of Common Pleas of Dauphin County,
Pennsylvania or the United States District Court for the Middle District of Pennsylvania in
Harrisburg; provided that nothing contained in this Agreement will prevent the Bank from
bringing any action, enforcing any award or judgment or exercising any rights against the
Borrower individually, against any security or against any property of the Borrower within any
other county, state or other foreign or domestic jurisdiction. The Bank and the Borrower agree
that the venue provided above is the most convenient forum for both the Bank and the
Borrower. The Borrower waives any objection to venue and any objection based on a more
convenient forum in any action instituted under this Agreement.
10.12. WAIVER OF JURY TRIAL. EACH OF THE BORROWER AND THE
BANK IRREVOCABLY WANES ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY
IN ANY ACTION, PROCEEDING OR CLAIM OF ANY NATURE RELATING TO THIS
{A693336:}
-10-
AGREEMENT, ANY DOCUMENTS EXECUTED IN CONNECTION WITH THIS AGREEMENT
OR ANY TRANSACTION CONTEMPLATED IN ANY OF SUCH DOCUMENTS. THE
BORROWER AND THE BANK ACKNOWLEDGE THAT THE FOREGOING WAIVER IS
KNOWING AND VOLUNTARY.
The Borrower acknowledges that it has read and understood all the provisions of
this Agreement, including the waiver of jury trial, and has been advised by counsel as
necessary or appropriate.
WITNESS the due execution hereof as a document under seal, as of the date first
written above.
BORROWER:
WITNESS:
(ns63M)
SNYDER'S HARDWARE, INC.,
a Pennsylvania corporation
By: (SEAL)
Richard J. Sny , resi nt
BANK:
INTEGRITY BANK
By:
Jeannetta L. Renninger,
Senior Vice President
- 11 -
ADDENDUM to that certain Loan Agreement dated September 12, 2005 between
SNYDER'S HARDWARE, INC., a Pennsylvania corporation, as the Borrower, and INTEGRITY
BANK, a Pennsylvania banking institution, as the Bank. Capitalized terms used in this
Addendum and not otherwise defined shall have the meanings given them in the Agreement.
Section numbers below refer to the sections of the Agreement.
3.6 Tltile to Assets. Describe additional liens and encumbrances below:
See Schedule B - Section II to First American Title Insurance Co. title commitment order no.
1088564R (W-FATICO) dated August 29, 2005.
3.7 Litination. Describe pending or threatened litigation, proceedings, etc. below:
None.
JAM3336:1
MORTGAGE NOTE
$550,000
September 12, 20051
FOR VALUE RECEIVED, SNYDER-S HARDWARE, INC., d/b/a Snyder Developers,
Pennsylvania corporation (the "Borrower"), with an address of 119 West Lancaster AvenL
Shillington, Pennsylvania 19607, promises to pay to the order of INTEGRITY BANK,
Pennsylvania banking institution, its successors and assigns (the "Bank"), in lawful money
the United States of America in immediately available funds at its offices located at 3345 Mari
Street, Camp Hill, Pennsylvania 17011, or at such other location as the Bank may designs
from time to time, the principal sum of Five Hundred Fifty Thousand and no/100 Dolls
($550,000), together with interest accruing on the outstanding principal balance from the ds
hereof, as provided below:
1. Rate of Interest.
Commencing on the date hereof and continuing for until the Maturity Date (as define
herein), amounts outstanding under this Mortgage Note (this "Note") will bear interest at
floating rate per annum (the "Floating Rate"), which is at all times one percentage po'
(1.00%) in excess of the Prime Rate (as defined herein).
Interest will be calculated on the basis of a year of 360 days for the actual number
days in each interest period. As used herein, "Prime Rate" shall mean the rate published frc
time to time as the "prime rate" in the Money Rates table of The Wall Street Journal. The Prir
Rate does not necessarily reflect the lowest rate of interest actually charged by the Bank to a
particular class or category of customers. If and when the Prime Rate changes, the Floatl
Rate will change automatically without notice to the Borrower, effective on the date of any su
change. In no event will the rate of interest hereunder exceed the maximum rate allowed
law.
2. Payment Terms.
Commencing on October 12, 2005 and continuing on the same day of each mor
thereafter, monthly payments of interest only shall be due and payable based on the Floati
Rate. Such interest payments, up to the sum of $50,000, shall be funded from an inters
reserve established under the terms of the Loan Agreement. After such interest reserve
depleted, Borrower shall pay all payments due hereunder.
Any unpaid principal together with interest due thereon if not sooner paid, shall be
and payable on September 12, 2006 (the "Maturity Date").
If any payment under this Note shall become due on a Saturday, Sunday or publi
holiday under the laws of the Commonwealth of Pennsylvania, such payment shall be made o
the next succeeding business day and such extension of time shall be included in computin
interest in connection with such payment. From and after the occurrence of an Event of Defau
(as hereinafter defined) the Borrower hereby authorizes the Bank to charge the Borrower'
deposit account at the Bank for any payment when due. Payments received will be applied 1
(A693333:)
charges, fees and expenses (including attorneys' fees), accrued interest and principal
order the Bank may choose, in its soie discretion.
3. Late Payments; Default Rate. If the Borrower fails to make any payment of
principal, interest or other amount coming due pursuant to the provisions of this Note within ten
(10) calendar days of the date due and payable, the Borrower also shall pay to the Bank a late
charge equal to five percent (5.00%) of the amount of such payment (the "Late Charge").
Such ten (10) day period shall not be construed in any way to extend the due date of any such
payment. Upon maturity, whether by acceleration, demand or otherwise, and at the Bank's
option upon the occurrence of any Event of Default (as hereinafter defined) and during the
continuance thereof, this Note shall bear interest at a rate per annum (based on a year of
360 days and actual days elapsed) which shall be three percentage points (3.00%) in excess of
the interest rate in effect from time to time under this Note but not more than the maximum rate
allowed by law (the "Default Rate"). The Default Rate shall continue to apply whether or not
judgment shall be entered on this Note. Both the Late Charge and the Default Rate are
imposed as liquidated damages for the purpose of defraying the Bank's expenses incident to
the handling of delinquent payments, but are in addition to, and not in lieu of, the Bank's
exercise of any rights and remedies hereunder, under the other Loan Documents or under
applicable law, and any fees and expenses of any agents or attorneys which the Bank may
employ. In addition, the Default Rate reflects the increased credit risk to the Bank of carrying a
loan that is in default. The Borrower agrees that the Late Charge and Default Rate are
reasonable forecasts of just compensation for anticipated and actual harm incurred by the Bank,
and that the actual harm incurred by the Bank cannot be estimated with certainty and withoul
difficulty.
4. Prepayment The Loan may be prepaid in whole or in part at any time
any prepayment fee.
5. Other Loan Documents. This Note is issued in connection with a Lo
Agreement between the Borrower and the Bank dated on or before the date hereof, and t
other agreements and documents executed in connection therewith or referred to therein, t
terms of which are incorporated herein by reference (as amended, modified or renewed frc
time to time, collectively the "Loan Documents"), and is secured by the property described
the Loan Documents and by such other collateral as previously may have been or may in t
future be granted to the Bank to secure this Note.
6. Events of Default. The occurrence of any of the following events will be
deemed to be an "Event of Default" under this Note: (i) the nonpayment of any principal
interest or other indebtedness under this Note for a period of ten (10) days following the date or
which such principal, interest or other payment was due; (ii) the occurrence of any event o
default or default and the lapse of any notice or cure period under any Loan Document or am
other debt, liability or obligation of Borrower to the Bank, or of any Obligor in connection witl
Borrower's Obligations to the Bank; (iii) the filing by or against any Obligor of any proceeding it
bankruptcy, receivership, insolvency, reorganization, liquidation, conservatorship or simila
proceeding (and, in the case of any such proceeding instituted against any Obligor, suci
proceeding is not dismissed or stayed within 60 days of the commencement thereof); (iv) an,,
assignment by any Obligor for the benefit of creditors, or any levy, garnishment, attachment o
similar proceeding is instituted against any property of any Obligor held by or deposited with thi
Bank; (v) a default with respect to any other indebtedness of any Obligor for borrowed money it
excess of $25,000, if the effect of such default is to cause or permit the acceleration of sucl
debt; (vi) the commencement of any foreclosure or forfeiture proceeding, execution o
{A693333:}
-2-
attachment against any collateral securing the obligations of any Obligor to the Bank; (vii) the
entry of a final judgment against any Obligor in excess of $25,000 and the failure of such
Obligor to discharge the judgment or otherwise bond off any judgment lien resulting therefrom
within thirty (30) days of the entry thereof; (viii) any material adverse change in any Obligor's
business, assets, operations, financial condition or results of operations; (ix) any Obligor ceases
doing business as a going concern; (x) the revocation or attempted revocation, in whole or in
part, of any guarantee by any Guarantor; (xi) the death or legal incompetency of any individual
Obligor, (xii) any representation or warranty made by any Obligor to the Bank in any Loan
Document, or any other documents now or in the future evidencing or securing the obligations
of any Obligor to the Bank, proves to be false, erroneous or misleading in any material respect
as of the date made; or (xiii) any Obligor's failure to observe or perform any covenant or other
agreement with the Bank contained in any Loan Document or any other documents now or in
the future evidencing or securing the obligations of any Obligor to the Bank. As used herein, the
term "Obligor" means the Borrower and the Guarantor, and the term "Guarantor" means any
guarantor of the Borrower's obligations to the Bank existing on the date of this Note or
thereafter.
Upon the occurrence of an Event of Default: (a) the Bank shalt be under no further
obligation to make advances hereunder; (b) if an Event of Default specified in clause (iii) or (iv)
above shall occur, the outstanding principal balance and accrued interest hereunder together
with any additional amounts payable hereunder shall be immediately due and payable without
demand or notice of any kind; (c) if any other Event of Default shall occur, the outstanding
principal balance and' accrued interest hereunder together with any additional amounts payable
hereunder, at the Bank's option and without demand or notice of any kind, may be acceleratec
and become immediately due and payable; (d) at the Bank's option, this Note will bear interes
at the Default Rate from the date of the occurrence of the Event of Default; and (e) the Banl,
may exercise from time to time any of the rights and remedies available under the Loar
Documents or under applicable law.
7. Power to Confess Judgment The Borrower hereby empowers any attome?
of any court of record, after the occurrence of any Event of Default hereunder, to appeal
for the Borrower and, with or without complaint filed, confess judgment, or a series o
judgments, against the Borrower In favor of the Bank or any holder hereof for the entire
principal balance of this Note, all accrued interest and all other amounts due hersunde
or under any of the other Loan Documents, together with costs of suit and an attomey'a
commission of the greater of 10% of such principal and interest or $5,000 added as o
reasonable attorney's fee, and for doing so, this Note or a copy verified by affidavit steal
be a sufficient warrant The Borrower hereby forever waives and releases all errors it
said proceedings and all rights of appeal and all relief from any and all appralsemenl
stay or exemption laws of any state now in force or hereafter enacted. Interest on the
principal balance portion of the judgment shall accrue at the Default Rate.
No single exercise of the foregoing power to confess judgment, or a series o
judgments, shall be deemed to exhaust the power, whether or not any such exercise
shall be held by any court to be invalid, voidable, or void, but the power shall continuw
undiminished and it may be exercised from time to time as often as the Bank shall elec
until such time as the Bank shall have received payment in full of the debt, interest ani
costs. Notwithstanding the attomey's commission provided for in the precedinl
paragraph (which is included in the warrant for purposes of establishing a sum certain]
the amount of attorneys' fees that the Bank may recover from the Borrower shall no
exceed the actual attorneys' fees incurred by the Bank.
(AS93333:)
-3-
8. Right of Setoff. In addition to all liens upon and rights of setoff against the
Borrower's money, securities or other property given to the Bank by law, the Bank shall have,
with respect to the Borrower's obligations to the Bank under this Note and to the extenl
permitted by law, a contractual possessory security interest in and a contractual right of setoff
against, and the Borrower hereby assigns, conveys, delivers, pledges and transfers to the Bank
all of the Borrower's right, title and interest in and to, all of the Borrower's deposits, moneys,
securities and other property now or hereafter in the possession of or on deposit with, or in
transit to, the Bank, whether held in a general or special account or deposit, whether held jointly
with someone else, or whether held for safekeeping or otherwise, excluding, however, all IRA,
Keogh, and trust accounts. Every such security interest and right of setoff may be exercised
without demand upon or notice to the Borrower following the occurrence of an Event of Default
Every such right of setoff shall be deemed to have been exercised immediately upon the
occurrence of an Event of Default hereunder without any action of the Bank, although the Bank
may enter such setoff on its books and records at a later time.
9. Miscellaneous. All notices, demands, requests, consents, approvals and othe
communications required or permitted hereunder must be in writing (except as may be agrees
otherwise above with respect to borrowing requests) and will be effective upon receipt. Sucl
notices and other communications may be hand-delivered, sent by facsimile transmission witl
confirmation of delivery and a copy sent by first-class mail, or sent by nationally recognize+
overnight courier service, to the addresses for the Bank and the Borrower set forth above or b
such other address as either may give to the other in writing for such purpose. No delay o
omission on the Bank's part to exercise any right or power arising hereunder will impair an,.
such right or power or be considered a waiver of any such right or power, nor will the Bank's
action or inaction impair any such right or power. No modification, amendment or waiver of an
provision of this Note nor consent to any departure by the Borrower therefrom will be effective
unless made in a writing signed by the Bank. The Borrower agrees to pay on demand, to the
extent permitted by law, all costs and expenses incurred by the Bank in the enforcement of it
rights in this Note and in any security therefor, including without limitation reasonable fees any
expenses of the Bank's counsel. If any provision of this Note is found to be invalid by a court
all the other provisions of this Note will remain in full force and effect. The Borrower and a
other makers and indorsers of this Note hereby forever waive presentment, protest, notice c
dishonor and notice of non-payment. The Borrower also waives all defenses based of
suretyship or impairment of collateral. If this Note is executed by more than one Borrower, th+
obligations of such persons or entities hereunder will be joint and several. This Note shall bin
the Borrower and its heirs, executors, administrators, successors and assigns, and the benefit
hereof shall inure to the benefit of the Bank and its successors and assigns; provided, howevei
that the Borrower may not assign this Note in whole or in part without the Bank's written conser
and the Bank at any time may assign this Note in whole or in part.
This Note has been delivered to and accepted by the Bank and will be deemed to
made in the Commonwealth of Pennsylvania.. THIS NOTE WILL BE INTERPRETED AND THE RIGF
AND LIABILITIES OF THE BANK AND THE BORROWER DETERMINED IN ACCORDANCE WITH THE LAWS
COMMONWEALTH OF PENNSYLVANIA, EXCLUDING ITS CONFLICT OF LAWS RULES. The Borrov
hereby irrevocably consents to the exclusive jurisdiction of the Court of Common Pleas
Dauphin County, Pennsylvania or the United States District Court for the Middle District
Pennsylvania in Harrisburg; provided that nothing contained in this Note will prevent the Bg
from bringing any action, enforcing any award or judgment or exercising any rights against i
Borrower individually, against any security or against any property of the Borrower within F
other county, state or other foreign or domestic jurisdiction. The Borrower acknowledges a
{A693333:}
-4-
agrees that the venue provided above is the most convenient forum for both the Bank and the
Borrower. The Borrower waives any objection to venue and any objection based on a more
convenient forum in any action instituted under this Note.
10. WAIVER OF JURY TRIAL. THE BORROWER IRREVOCABLY WAIVES ANY AND ALL
RIGHTS THE BORROWER MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR CLAIM OF
ANY NATURE RELATING TO THIS NOTE, ANY DOCUMENTS EXECUTED IN CONNECTION WITH THIS NOTE
OR ANY TRANSACTION CONTEMPLATED IN ANY OF SUCH DOCUMENTS. THE BORROWER
ACKNOWLEDGES THAT THE FOREGOING WAIVER IS KNOWING AND VOLUNTARY.
The Borrower acknowledges that it has read and understood all the provisions of
this Note, including the confession of judgment and waiver of jury trial, and has been
advised by counsel as necessary or appropriate.
WITNESS the due execution of this Note as a document under seal, as of the date
written above, with the intent to be legally bound hereby.
BORROWER:
WITNESS:
71111"
SNYDER'S HARDWARE, INC.,
a Pennsylvania corporation
By: a I- Z
Richard J. der, Pre ent
(A693331)
-5-
DISCLOSURE FOR CONFESSION OF JUDGMENT
Undersigned: SNYDER'S HARDWARE, INC.
119 West Lancaster Avenue
Shillington, Pennsylvania 19607
Lender: INTEGRITY BANK
3345 Market Street
Camp Hill, Pennsylvania 17011
The undersigned has executed, and/or is executing, on or about the date hereof, the
documents under which the undersigned is obligated to repay monies to Lender.
Mortgage Note - $550,000
A. THE UNDERSIGNED ACKNOWLEDGES AND AGREES THAT THE ABOVE DOCUMENTS CON
PROVISIONS UNDER WHICH LENDER MAY ENTER JUDGMENT BY CONFESSION AGAINST THE UNDERSIGNED. B
FULLY AWARE OF ITS RIGHTS TO PRIOR NOTICE AND A HEARING ON THE VALIDITY OF ANY JUDGMENT OR 01
CLAM THAT MAY BE ASSERTED AGAINST IT BY LENDER THEREUNDER BEFORE JUDGMENT IS ENTERED,
UNDERSIGNED HEREBY FREELY, KNOWINGLY AND INTELLIGENTLY WANES THESE RIGHTS AND EXPRE
AGREES AND CONSENTS TO LENDER'S ENTERING JUDGMENT AGAINST IT BY CONFESSION PURSUANT TO
TERMS THEREOF.
B. THE UNDERSIGNED ALSO ACKNOWLEDGES AND AGREES THAT THE ABOVE DOCUMENTS CONTA
PROVISIONS UNDER WHICH LENDER MAY, AFTER ENTRY OF JUDGMENT AND WITHOUT EITHER NOTICE OR
HEARING, FORECLOSE UPON, ATTACH, LEVY, TAKE POSSESSION OF OR OTHERWISE SEIZE PROPERTY OF TI
UNDERSIGNED IN FULL OR PARTIAL PAYMENT OF THE JUDGMENT. BEING FULLY AWARE OF ITS RIGHTS AFII
JUDGMENT IS ENTERED (INCLUDING THE RIGHT TO MOVE TO OPEN OR STRIKE THE JUDGMENT), THE UNDERSIGNI
HEREBY FREELY, KNOWINGLY AND INTELLIGENTLY WANES ITS RIGHTS TO NOTICE AND A HEARING Al
EXPRESSLY AGREES AND CONSENTS TO LENDER'S TAKING SUCH ACTIONS AS MAY BE PERMITTED UNDI
APPLICABLE STATE AND FEDERAL LAW WITHOUT PRIOR NOTICE TO THE UNDERSIGNED.
C. The undersigned certifies that a representative of Lender specifically called the confession
judgment provisions in the above documents to the attention of the undersigned, and/or that t
undersigned was represented by legal counsel in connection with the above documents.
D. The undersigned hereby certifies: that its annual income exceeds $10,000; that all
to "the undersigned" above refer to all persons and entities signing below, and that the u
received a copy hereof at the time of signing.
Dated: September 12, 2005
WITNESS:
01
SNYDER'S HARDWARE, INC.,
a Penn ania corporation
By: (SEAL}
Richard J. Y06. P (dent
{A693345:)
GUARANTY AND SURETYSHIP AGREEMENT
THIS GUARANTY AND SURETYSHIP AGREEMENT (this "Guaranty") is made and
entered into as of September 12, 2005, by RICHARD J. SNYDER, an adult individual (the
"Guarantor"), with an address of 100 Knipe Lane, Reading, PA 19807-9440, in consideration
of the extension of credit by INTEGRITY BANK, a Pennsylvania banking institution, its
successors and assigns (the "Bank"), with an address at 3345 Market Street, Camp Hill,
Pennsylvania 17011 to SNYDER'S HARDWARE, INC., a Pennsylvania corporation (the
"Borrower"), and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged. Guarantor is the general partner of the Borrower.
1. Guaranty of Obligations. The Guarantor hereby guarantees, and becomes
surety for, the prompt payment and performance of all loans, advances, debts, liabilities,
obligations, covenants and duties owing by the Borrower to the Bank, of any kind or nature,
present or future (including any interest accruing thereon after maturity, or after the filing of any
petition in bankruptcy, or the commencement of any insolvency, reorganization or like
proceeding relating to the Borrower, whether or not a claim for post-filing or post-petition interest
is allowed in such proceeding), whether or not evidenced by any note, guaranty or other
instrument, whether arising under any agreement, instrument or document, whether or not for
the payment of money, whether arising by reason of an extension of credit, opening of a letter of
credit, loan, equipment lease or guarantee, under any interest or currency swap, future, option
or other interest rate protection or similar agreement, or in any other manner, whether arising
out of overdrafts on deposit or other accounts or electronic funds transfers (whether through
automated clearing houses or otherwise) or out of the Bank's non-receipt of or inability to collect
funds or otherwise not being made whole in connection with depository transfer check or other
similar arrangements, whether direct or indirect (including those acquired by assignment or
participation), absolute or contingent, joint or several, due or to become due, now existing or
hereafter arising, and any amendments, extensions, renewals or increases and all costs and
expenses of the Bank incurred in the documentation, negotiation, modification, enforcement,
collection or otherwise in connection with any of the foregoing, including reasonable attorneys'
fees and expenses (collectively, the "Obligations").
If the Borrower defaults under any such Obligations, the Guarantor will pay the amount
of the Obligations to the Bank. Until the Obligations are indefeasibly paid in full, Guarantor's
liability hereunder shall not be reduced in any manner whatsoever by any amounts which the
Bank may realize before or after maturity of the Obligations, by acceleration or otherwise, as a
result of payments made by or on behalf of the Borrower or by or on behalf of any other person
or entity other than the Guarantor primarily or secondarily liable for the Obligations or any pars
thereof, or otherwise credited to the Borrower or such person or entity, or as a result of the
exercise of the Bank's rights with respect to any collateral for the Obligations or any part thereof.
2. Nature of Guaranty: Waivers. This is a guaranty of payment and not of
collection and the Bank shall not be required, as a condition of the Guarantor's liability, to make
any demand upon or to pursue any of its rights against the Borrower, or to pursue any rights
which may be available to it with respect to any other person who may be liable for the payment
of the Obligations.
This is an absolute, unconditional, irrevocable and continuing guaranty and will remain it
full force and effect until all of the Obligations have been indefeasibly paid in full, and the BanN
has terminated this Guaranty. This Guaranty will remain in full force and effect even if there h
{,693344:}
no principal balance outstanding under the Obligations at a particular time or from time to time.
This Guaranty will not be affected by any surrender, exchange, acceptance, compromise or
release by the Bank of any other party, or any other guaranty or any security held by it for any of
the Obligations, by any failure of the Bank to take any steps to perfect or maintain its lien or
security interest in or to preserve its rights to any security or other collateral for any of the
Obligations or any guaranty, or by any irregularity, unenforceability or invalidity of any of the
Obligations or any part thereof or any security or other guaranty thereof. The Guarantor's
obligations hereunder shall not be affected, modified or impaired by any counterclaim, set-off,
deduction or defense based upon any claim the Guarantor may have against the Borrower or
the Bank, except payment or performance of the Obligations.
Notice of acceptance of this Guaranty, notice of extensions of credit to the Borrower
from time to time, notice of default, diligence, presentment, notice of dishonor, protest, demand
for payment, and any defense based upon the Bank's failure to comply with the notice
requirements of the applicable version of Uniform Commercial Code § 9-610 are hereby waived.
The Guarantor waives all defenses based on suretyship or impairment of collateral.
The Bank at any time and from time to time, without notice to or the consent of the
Guarantor, and without impairing or releasing, discharging or modifying the Guarantor's
liabilities hereunder, may (a) change the manner, place, time or terms of payment or
performance of or interest rates on, or other terms relating to, any of the Obligations; (b) renew,
substitute, modify, amend or after, or grant consents or waivers relating to any of the
Obligations, any other guaranties, or any security for any Obligations or guaranties; (c) apply
any and all payments by whomever paid or however realized including any proceeds of any
collateral, to any Obligations of the Borrower in such order, manner and amount as the Bank
may determine in its sole discretion; (d) settle, compromise or deal with any other person,
including the Borrower or the Guarantor, with respect to any Obligations in such manner as the
Bank deems appropriate in its sole discretion; (e) substitute, exchange or release any security
or guaranty; or (f) take such actions and exercise such remedies hereunder as provided herein.
3. Repayments or Recovery from the Bank. If any demand is made at any time
upon the Bank for the repayment or recovery of any amount received by it in payment or on
account of any of the Obligations and if the Bank repays all or any part of such amount by
reason of any judgment, decree or order of any court or administrative body or by reason of any
settlement or compromise of any such demand, the Guarantor will be and remain liable
hereunder for the amount so repaid or recovered to the same extent as if such amount had
never been received originally by the Bank. The provisions of this section will be and remain
effective notwithstanding any contrary action which may have been taken by the Guarantor it
reliance upon such payment, and any such contrary action so taken will be without prejudice tc
the Bank's rights hereunder and will be deemed to have been conditioned upon such paymeni
having become final and irrevocable.
4. Financial Statements. Unless compliance is waived in writing by the Bank of
until all of the Obligations have been paid in full, the Guarantor will promptly submit to the Banl'
such information relating to the Guarantor's business and financial affairs (including but not
limited to annual financial statements and tax returns of the Guarantor) or any security for the
Guaranty as the Bank may reasonably request.
S. Enforceability of Obifaatlons. No modification, limitation or discharge of the
Obligations arising out of or by virtue of any bankruptcy, reorganization or similar proceeding foi
relief of debtors under federal or state law will affect, modify, limit or discharge the Guarantor's
(AG93344:)
-2-
liability in any manner whatsoever and this Guaranty will remain and continue in full force and
effect and will be enforceable against the Guarantor to the same extent and with the same force
and effect as if any such proceeding had not been instituted. The Guarantor waives all rights
and benefits which might accrue to it by reason of any such proceeding and will be liable to the
full extent hereunder, irrespective of any modification, limitation or discharge of the liability of the
Borrower that may result from any such proceeding.
6. gvents of Default. The occurrence of any of the following shall be an "Event of
Default": (i) any Event of Default (as defined in any of the Loan Documents); (ii) any default
under any of the Loan Documents that does not have a defined set of "Events of Default" and
the lapse of any notice or cure period provided in such Obligations with respect to such default;
(iii) demand by the Bank under any of the instruments or agreements giving rise to any of the
Obligations that have a demand feature; (iv) the Guarantor's failure to perform any of its
obligations hereunder, (v) the falsity, inaccuracy or material breach by the Guarantor of any
written warranty, representation or statement made or furnished to the Bank by or on behalf of
the Guarantor, or (vi) the termination or attempted termination of this Guaranty. Upon the
occurrence of any Event of Default, (a) the Guarantor shall pay to the Bank the outstanding
amount of the Obligations; or (b) on demand of the Bank, the Guarantor shall immediately
deposit with the Bank, in U.S. dollars, the outstanding amount of the Obligations, and the Ban
may at any time use such funds to repay the Obligations; or (c) the Bank in its discretion may
exercise with respect to any collateral any one or more of the rights and remedies provided a
secured party under the applicable version of the Uniform Commercial Code; or (d) the Bank i
its discretion may exercise from time to time any other rights and remedies available to it at law,
in equity or otherwise.
7. Right of Setoff. In addition to all liens upon and rights of setoff against 1
Guarantor's money, securities or other property given to the Bank by law, the Bank shall ha,
with respect to the Guarantor's obligations to the Bank under this Guaranty and to the exti
permitted by law, a contractual possessory security interest in and a contractual right of sel
against, and the Guarantor hereby assigns, conveys, delivers, pledges and transfers to 1
Bank all of the Guarantor's right, title and interest in and to, all of the Guarantor's depos
moneys, securities and other property now or hereafter in the possession of or on deposit w
or in transit to, the Bank, whether held in a general or special account or deposit, whether h
jointly with someone else, or whether held for safekeeping or otherwise, excluding, however,
IRA, Keogh, and trust accounts. Every such security interest and right of setoff may
exercised without demand upon or notice to the Guarantor. Every such right of setoff shall
deemed to have been exercised immediately upon the occurrence of an Event of Defi
hereunder without any action of the Bank, although the Bank may enter such setoff on its boi
and records at a later time.
8. C I teral. This Guaranty is secured by the property described in any coil
security documents which the Guarantor executes and delivers to the Bank and by such
collateral as previously may have been or may in the future be granted to the Bank to P
any obligations of the Guarantor to the Bank.
8. Costs. To the extent that the Bank incurs any costs or expenses in protecting
enforcing its rights under the Obligations or this Guaranty, including reasonable attorneys' fe
and the costs and expenses of litigation, such costs and expenses will be due on demand, i
be included in the Obligations and will bear interest from the incurring or payment thereof at 1
Default Rate (as defined in any of the Obligations).
W93U4:)
-3-
10. Postponement of Subrogation. Until the Obligations are indefeasibly paid in
full, the Guarantor irrevocably postpones and subordinates in favor of the Bank any and all
rights which the Guarantor may have to (a) assert any claim against the Borrower based on
indemnity, contribution or subrogation rights with respect to payments made hereunder, and (b)
any realization on any property of the Borrower, including participation in any marshalling of the
Borrower's assets.
11. Power to Confess Judgment. The Guarantor hereby empowers any
attorney of any court of record, after the occurrence of any Event of Default hereunder, to
appear for the Guarantor and, with or without complaint filed, confess judgment, or a
series of judgments, against the Guarantor in favor of the Bank for the amount of the
Obligations, together with interest thereon at the Default Rate set forth in the Note, costs
of suit and an attorney's commission of the greater of 10% of such principal and Interest
or $5,000 added as a reasonable attorney's fee, and for doing so, this Guaranty or a copy
verified by affidavit shall be a sufficient warrant. The Guarantor hereby forever waives
and releases all errors in said proceedings and all rights of appeal and all relief from any
and all appraiisement, stay or exemption laws of any state now In force or hereafter
enacted.
No single exercise of the foregoing power to confess judgment, or a series of
judgments, shall be deemed to exhaust the power, whether or not any such exercise
shall be held by any court to be invalid, voidable, or void, but the power shall continue
undiminished and it may be exercised from time to time as often as the Bank shall elect
until such time as the Bank shall have received payment In full of the outstanding
balance due on the Obligations and costs. Notwithstanding the attorney's commission
provided for in the preceding paragraph (which is included in the warrant for purposes of
establishing a sum certain), the amount of attorneys' fees that the Bank may recover
from the Guarantor shall not exceed the actual attorneys' fees incurred by the Bank.
12. Notices. All notices, demands, requests, consents, approvais and other
communications required or permitted hereunder must be in writing and will be effective upon
receipt. Such notices and other communications may be hand-delivered, sent by facsimile
transmission with confirmation of delivery and a copy sent by first-class mail, or sent by
nationally recognized overnight courier service, to the addresses for the Bank and the
Guarantor set forth above or to such other address as one may give to the other in writing foi
such purpose.
13. Preservation of Rlahts. No delay or omission on the Bank's part to exercise
any right or power arising hereunder will impair any such right or power or be considered
waiver of any such right or power, nor will the Bank's action or inaction impair any such right o
power. The Bank's rights and remedies hereunder are cumulative and not exclusive of and
other rights or remedies which the Bank may have under other agreements, at law or in equity
The Bank may proceed in any order against the Borrower, the Guarantor or any other obligor of
or any collateral securing, the Obligations.
14. Illegality. In case any one or more of the provisions contained in this Guaranfi
should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceabilit.
of the remaining provisions contained herein shall not in any way be affected or impairer
thereby.
(M93344:)
-4-
15. Changes In Writing. No modification, amendment or waiver of any provision
this Guaranty nor consent to any departure by the Guarantor therefrom, will be effective unle
made in a writing signed by the Bank, and then such waiver or consent shall be effective only
the specific instance and for the purpose for which given. No notice to or demand on tl
Guarantor in any case will entitle the Guarantor to any other or further notice or demand in tl
same, similar or other circumstance.
16. Entire Agreement. This Guaranty (including the documents and instrumer
referred to herein) constitutes the entire agreement and supersedes all other prior agreemer
and understandings, both written and oral, between the Guarantor and the Bank with respect
the subject matter hereof; provided, however, that this Guaranty is in addition to, and not
substitution for, any other guarantees from the Guarantor to the Bank.
17. Successors and Assigns. This Guaranty will be binding upon and inure to t
benefit of the Guarantor and the Bank and their respective heirs, executors, administrato
successors and assigns; provided, however, that the Guarantor may not assign this Guaranty
whole or in part without the Bank's prior written consent and the Bank at any time may assi
this Guaranty in whole or in part.
18. Interpretation. In this Guaranty, unless the Bank and the Guarantor otherwi
agree in writing, the singular includes the plural and the plural the singular; references
statutes are to be construed as including all statutory provisions consolidating, amending
replacing the statute referred to; the word "or' shall be deemed to include "and/or", the wor
"including', "includes" and "include' shall be deemed to be followed by the words "with(
limitation'; and references to sections or exhibits are to those of this Guaranty unless otherwi
indicated. Section headings in this Guaranty are included for convenience of reference only a
shall not constitute a part of this Guaranty for any other purpose. If this Guaranty is executed
more than one party as Guarantor, the obligations of such persons or entities will be joint a
several.
19. Indemnity The Guarantor agrees to indemnify each of the Bank, its directo
officers and employees and each legal entity, if any, who controls the Bank (the "Indemnif
Parties") and to hold each Indemnified Party harmless from and against any and all Gain
damages, losses, liabilities and expenses (including all fees and charges of internal or exten
counsel with whom any Indemnified Party may consult and all expenses of litigation
preparation therefor) which any Indemnified Party may incur or which may be asserted agail
any Indemnified Party as a result of the execution of or performance under this Guamr
provided, however, that the foregoing indemnity agreement shall not apply to ciaims, damage
losses, liabilities and expenses solely attributable to an Indemnified Party's gross negligence
willful misconduct. The indemnity agreement contained in this Section shall survive i
termination of this Guaranty. The Guarantor may participate at its expense in the defense
any such claim.
20. Governing Law and Jurisdiction. This Guaranty has been delivered to a
accepted by the Bank and will be deemed to be made in the Commonwealth of Pennsylvar
THIS GUARANTY WILL BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF THE BANK AND T
GUARANTOR DETERMINED IN ACCORDANCE WITH THE LAWS OF COMMONWEALTH OF PENNSYLYAN
EXCLUDING ITS CONFLICT OF LAWS RULES. The Guarantor hereby irrevocably consents to i
exclusive jurisdiction of the Court of Common Pleas of Dauphin County, Pennsylvania or 1
United States District Court for the Middle District of Pennsylvania in Harrisburg; provided tl
nothing contained in this Guaranty will prevent the Bank from bringing any action, enforcing a
W93344:}
-5-
award or judgment or exercising any rights against the Guarantor individually, against 6
security or against any property of the Guarantor within any other county, state or other fore
or domestic jurisdiction. The Guarantor acknowledges and agrees that the venue provit
above is the most convenient forum for both the Bank and the Guarantor. The Guaran
waives any objection to venue and any objection based on a more convenient forum in c
action instituted under this Guaranty.
21. Eaual Credit Opportunity Act If the Guarantor is not an "applicant for cre
under Section 202.2 (e) of the Equal Credit Opportunity Act of 1974 ("ECOA"), the Guarar
acknowledges that (1) this Guaranty has been executed to provide credit support for 1
Obligations, and (ii) the Guarantor was not required to execute this Guaranty in violation
Section 202.7(d) of the ECOA.
22. WAIVER OF JURY TRIAL. THE GUARANTOR IRREVOCABLY WAIVES AI
AND ALL RIGHT THE GUARANTOR MAY HAVE TO A TRIAL BY JURY IN ANY ACTIC
PROCEEDING OR CLAIM OF ANY NATURE RELATING TO THIS GUARANTY, AI
DOCUMENTS EXECUTED IN CONNECTION WITH THIS GUARANTY OR AI
TRANSACTION CONTEMPLATED IN ANY OF SUCH DOCUMENTS. THE GUARANTY
ACKNOWLEDGES THAT THE FOREGOING WAIVER IS KNOWING AND VOLUNTARY.
The Guarantor acknowledges that he has read and understood all the provisic
of this Guaranty, including the confession of judgment and waiver of jury trial, and t
been advised by counsel as necessary or appropriate.
WITNESS the due execution hereof as a document under seal, as of the date t
written above, with the intent to be legally bound hereby.
WITNESS: } GUARA OR:
i Richard J. Sn er
OM3443
-B-
DISCLOSURE FOR CONFESSION OF JUDGMENT
Undersigned: RICHARD J. SNYDER
100 Knipe Lane
Reading, Pennsylvania 19607
Lender: INTEGRITY BANK
3346 Market Street
Camp Hill, Pennsylvania 17011
The undersigned has executed, and/or is executing, on or about the date hereof, a Guaranty and
Suretyship Agreement, in respect of the obligations owed to Lender by SNYDER'S HARDWARE, INC., a
Pennsylvania corporation, under which the undersigned is obligated to repay monies to Lender.
A. THE UNDERSIGNED ACKNOWLEDGES AND AGREES THAT THE ABOVE DOCUMENT CONTAIN.
PROVISIONS UNDER WHICH LENDER MAY ENTER JUDGMENT BY CONFESSION AGAINST THE UNDERSIGNED. BEINI
FULLY AWARE OF HIS RIGHTS TO PRIOR NOTICE AND A HEARING ON THE VALIDITY OF ANY JUDGMENT OR OTHEI
CLAIMS THAT MAY BE ASSERTED AGAINST HIM BY LENDER THEREUNDER BEFORE JUDGMENT IS ENTERED, THI
UNDERSIGNED HEREBY FREELY, KNOWINGLY AND INTELLIGENTLY WAIVES THESE RIGHTS AND EXPRESSL
AGREES AND CONSENTS TO LENDER'S ENTERING JUDGMENT AGAINST HIM BY CONFESSION PURSUANT TO TH
TERMS THEREOF.
B. THE UNDERSIGNED ALSO ACKNOWLEDGES AND AGREES THAT THE ABOVE DOCUMENT CONTAII
PROVISIONS UNDER WHICH LENDER MAY, AFTER ENTRY OF JUDGMENT AND WITHOUT EITHER NOTICE OR
HEARING, FORECLOSE UPON, ATTACH, LEVY, TAKE POSSESSION OF OR OTHERWISE SEIZE PROPERTY OF TI
UNDERSIGNED IN FULL OR PARTIAL PAYMENT OF THE JUDGMENT. BEING FULLY AWARE OF HIS RIGHTS AFTI
JUDGMENT IS ENTERED (INCLUDING THE RIGHT TO MOVE TO OPEN OR STRIKE THE JUDGMENT), THE UNDERSIGNI
HEREBY FREELY, KNOWINGLY AND INTELLIGENTLY WAIVES HIS RIGHTS TO NOTICE AND A HEARING AI
EXPRESSLY AGREES AND CONSENTS TO LENDER'S TAKING SUCH ACTIONS AS MAY BE PERMITTED UNDI
APPLICABLE STATE AND FEDERAL LAW WITHOUT PRIOR NOTICE TO THE UNDERSIGNED.
C. The undersigned certifies that a representative of Lender specifically called the confession
judgment provisions in the above document to the attention of the undersigned, and/or that t
undersigned was represented by legal counsel in connection with the above document
D. The undersigned hereby certifies that his annual income exceeds $10,000; that all refen
to "the undersigned" above refer to the person signing below; and that the undersigned received a
hereof at the time of signing.
Dated as of September 12, 2005,
Witness
(AS93346:)
C
??
PROMISSORY NOTE MODIFICATION AGREEMENT
This MODIFICATION to a NOTE made and entered into as of this /eh- day of September, 2007 but
effective for all purposes as of Septemeber _, 2007 by and between Integrity Bank, (HEREINAFTER
referred to as "Bank") and Snyder's Hardware, Inc. t/a Snyder Developers.
WITNESSETH:
WHEREAS Borrower executed a Note with the Bank dated _ , evidencing a
loan in the principal amount of $550,000.00 (hereinafter referred to as "Note"); and
WHEREAS, the maturity date is October 12, 2007 and the Borrower has requested and the Bank has agreed
to modify the terms of the Note to extend the maturity date.
NOW, THEREFORE, for value received and the mutual covenants and agreements hereinafter contained,
and intending to be legally bound hereby, Bank and Borrower covenant and agrees as follows:
1. The maturity date of October 12, 2007 shall be extended to October 12, 2008
All other terms, conditions, and stipulations contained in the aforesaid Note except to the extent
modified herein shall remain in full force and effect.
3. Borrower shall discharge the indebtedness in accordance with the terms of the Note as herein modified.
IN WITNESS WHEREOF, the Bank and the Borrower have caused this Agreement to be duly executed as
of the day and year first written, intending to legally bind themselves, their respective heirs, representatives,
successors, and assigns.
Integrity
By. Rob K. Day
Senior Vice President
BORROWER Snyder's Hardware, Inc. t/a
Snyder Developers
p n
BY:
. fitness
BY:
Witness
10/30/2009 11:25 717-718-8001 INTEGRITY BANE, PAGE 04/00
.,SSORY NdTE MODIFICA7TnW AC3BSEME -
This MODMCA71ON to a NOTE made berod into as of this JQ_day of 1_ --!
2008 but effecdve for all purposes as of a .2009 by and between Ianteg<ity
Bank, OIERETNAFTER referred to ea `Bank") and Snyder's Hardware, Inc. t/a Snyder Developers.
WITNESS>3M:
WHERW Borrower exoeute d a Note with the Bank dated , evidenoiag a
loan in the principal amount of S530,0W.00 (hereinafter refMad to as "Note'); and
WHERFA3, the mwarity date is October 12, 2008 and the Bonvawer has requested and the Bank has aip+eod
to modify the terms of the Note to extend the matuuity, date.
NOW, THEMOR$, for vague received and the mutual covenants and agreeantttts hereinafter contained,
and intending to be legally bound hereby, Bank and Barrower covenant and agrem as follows:
1. The maturity date of October 12, 2008 shall be extended to Deoetnber 12, 2008
All other to.. , conditions, and stipulations oontained in the aforesaid Note exoept to the extent
modified herein shall m aain in Hill force and etlbct.
3. Borrower abed disoharge the indebtedness in accordattoe with the tetras of the Note as herein modified.
IN WUNE.SS WHEREOF, the Bank and the Borrower have caused this Agreenwat to be duly executed as
of the day and year first written, intending to legally bind themselves, their regmdve heirs, representatives,
successors, and assign.
. i e
Witness
BORROWER Snyder's Hardware, Itce. t/a
guy
BY:
BY
12/09/2008 02:42 717-719-B001
INTEGRITY BANG
PROMI O YNOTEMODIF•TOs'rlrrnt UREEMM
PAGE 0'
This 1w+1;ODMCATION to a NOTE mut and entered into as of this day of ''ti.
2048 but eftedw for all purposes as of . 2f108 and between Integrity
Hank, (.HEREMAFTER referred to as "Bank") and Snydcr's Hardware, Inc. t/a nydw Develo
VAME,SSSETH:
WHEREAS Borrower executed a Note with the Bank dated September 12, 2005, evidencing a ban in
the F ineW amount of $550,000.00 0mvjnafkT refarrad to as "Note" }; and
WkiMEAS, the maturity date is December 12, 2008 and the Borrower has Mueefed and the Bank hue
agroad to modify the terms of the Note to extend the maturity date.
NOW, THEREFORE;, for value reoeh ed and the mutual covenants and agreements bereinafter eontnirk4
and iatcndbt,g to be leplly bound bereby, Bank and Borrower covenant and agrees as follows:
I. The maturity date of December 12, 2008 shall be extended to December 12, 2009.
2. All otter terms, conditions, and st]p?+ s contained in the aforesaid Note except to tic extent
modified herein da renum in heal force and effect.
3. Borrower shall discharge the ittdebtednese in, accordance with the term of the Note as herein modff4ed_
IN WITNESS VMERBOF, the Bank and the Borrower have owaW thin A,gt+ea rient to be duly executed as
of the day and yaw fhst written, intending to legally bind themselves, their ragmdve heirs, representatives,
successors, end assigns.
I
Ernes --`
BY:
Regional Vice Pmident
10
WibMM ---- By'.
BORROWER Snyder's Hardware, Inc, t/a
PAGE 018/17
INTEGRITY BANK
12i21r2a0y 1 :51 71i-718-8001
i
PROMISSRY NOTFOD? A O ?,rr??^ I
Thin MODIFICATION to a N01Ts made and emtet A itua as of this -24day of _ _+?;"IQDA
but effective for ail poxpoees as of . 2009 by and betty m Integrity Sunk,
(MEIrlAFM wfeaed to as "Baalc' and Snyder's Hanfinre, Inc. Va Snyder Developers.
WrINESSETH:
WMEA,S Borrower executed a Note with the Beak fisted Sepemmber 14 2005, evidencing a loan In
dw principal amount of5550,000.00 Qmvbuft refeexed to as 14ote'l; and
WHEREAS, the maturity date is December 12, 2008 end the Borrower has requested and the Batik has
agreed to modify the terms of the Note to oneafd the maturity date.
NOW, TMMORL, for value received and the mutual covonar a and avemente hercinaft contained,
mad lntemdfng to be legally bound hereby, Bank and Borrower covenant and aVm as follows:
1. The maturity date of'Deeembeer 12, 2004 shall be extanded to Febmaty 15,2010.
2. All other betas, c o aditlona, and stipuladow contained in the efonnak! Note except to the extent
modifted herein shall wain in U) force and effeot.
3, Borrower shalt discharge the indebtedness in accordance with tba terms of the Note as hem modified.
IN WITNESS W'IMRBOF, the Bank wA the Borrowdr have caused this Agrroeme nt to be duly executed as
of the day and year first wrktou, ilnteading to legally bird thanselves, dwir respective heirs, representatives,
svccomors, and assigns.
;;1weal Wvice president
BORROWER Snyder's Hardware. Inc. t/a
SnydarDevelopaee .
l M s " 2
BY:
ROC. drab
Witness
BY:
11/21/2010 11:32 717-718-8001 INTEGRITY BAN; PAGE 0'x/05
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kwhr Dwdoiten
PROMISSORY NOTE MODIFICATION AGREEMENT
This MODIFICATION to a NO made and entered into as of this 30_day of je 010 but
effective for all purposes as of 2010 by and between Integrity Bank,
(HEREINAFTER referred to as' aide) and Snydees Hardware, Inc. t/a Snyder Developers.
WITNESSETII:
WHEREAS Borrower executed a Note with the Bank dated September 12, 2005, evidencing a loan in
the principal amount of $550,000.00 (hereinafter referred to as "Note'l; and
WHEREAS, the maturity date is December 12, 2008 and the Borrower has requested and the Bank has
agreed to modify the terms of the Note to extend the maturity date.
NOW, T BEREFORE, for value received and the mutual covenants and agreements hereinafter contained,
and intending to be legally bound hereby, Bank and Borrower covenant and agrees as follows:
1. The maturity date of March 15, 2010 shall be extended to June 15, 2010.
2. All other terms, conditions, and stipulations contained in the aforesaid Note except to the extent
modified herein shall remain in full force and effect.
3. Borrower shall discharge the indebtedness in accordance with the terms of the Note as herein modified.
IN WITNESS WHEREOF, the Bank and the Borrower have caused this Agreement to be duly executed as
of the day and year first written, intending to legally bind themselves, their respective heirs, representatives,
successors, and assigns.
In
Y•
_ Stev elty
Re Tonal Vice President
BORROWER Snydees Hardware, Inc. Va
Snyder Developers
001,
BY:
fitness Richard Snyder,
PROMISSORY NOTE MODIFICATION AGREEMENT
This MODIFICATION to a NOTE made and entered into as of this,&70 day of 2010 effective for all purposes as of , 2010 by and between Intndty Bank, IN FrER
referred to as `Bank") and Snyder's Hardware, Inc. Va Snyder Developers.
WITNESSETH:
WHEREAS Borrower executed a Note with the Bank dated September 12, 2005, evidencing a loan in
the principal amount of $550,000.00 (hereinafter referred to as "Note'l; and
WHEREAS, the maturity date is December 12, 2008 and the Borrower has requested and the Bank has
agreed to modify the terms of the Note to extend the maturity date.
NOW, THEREFORE, for value received and the mutual covenants and agreements hereinafter contained,
and intending to be legally bound hereby, Bank and Borrower covenant and agrees as follows:
1. The maturity date of June 15, 2010 shall be extended to July 30, 2010.
2. All other terms, oanditions, and stipulations contained in the aforesaid Note except to the extent
modified herein shall remain in full force and effect.
3. Borrower shall discharge the indebtedness in accordance with the terms of the Note as herein modified.
IN WITNESS WHEREOF, the Bank and the Borrower have caused this Agreement to be duly executed as
of the day and year first written, intending to legally bind themselves, their respective heirs, representatives,
successors, and assigns.
BY:
?/wi ess
Welty
nal Vice President
BORROWER Snyder's Hardware, Inc. t/a
Snyder Dever
BY:
Richard
Thin BCOCU CAY70N tp aNt3lB)Pde end entered tam m olft.-3Ldq at 2010 bw
ot&*m ft allpwpmn as of ) _ ,,2010 by end between 149MIty 9aolr,
raiisrrad to ae "?') oad t>hryde a Fiadwara, Ica rJs snyrdar Dovefopafs,
WtiB W" $0,r0wW eseoMd 0 Note with the Beak doled bp**w 12, 2003, evideaetag a loan to
the Primdtrel mnmmt of 1,000.00 (hoeeiaslbar mi6resd to eS "Note's; and
WB3&BAS, tbw meWft deco le December 12, 2008 wd the t30r mw baa ngwn bed Snd 0rm n&* h as
egged to m0ft tiro teems 0t`tbo Nate to exttbd ft memftdate,
NOW. OZH8 the value se0eW cad the mumd commis and re;roamaxte b w4hwRar carraebK
ad iubodurg lot* Ie4s4 bow d booby, Sm& and Sorrowsroomot and ae lbllowt
( i.J,TbO maa?ty tlaie o?Ja 3011020 shat! he eorteodp?t„ byls_ X010
Z All ath0r terms, oondisHaot, add ormtsined is the aibresaldNote except to the eatoat
mtd&d bmreio *4 rmmaln to foU iiamm and et&at
3. Bmm we dWi dieeba v the iadebtedoaee in aawdomm with the mm of the Note u bmwin modl&t
>N 9ro Heedt tad fie > have eanasd thin Agteerue0t b ba dviy exaaaled aM
of the dearsnd yeorfhstwrltbea, irseemdhog w leasl?yblod , drdrneepeetfvebein, represaotan'vaS,
srmoemora, and aariga
Prawont
Wttelpe
SOMWWML 3nyWs bTm"u*, lm da
8nyow yr kpn
gam:
Rlalrmd Sayda, P daut
900/20010 Sa3dOl3A30 Nd08NS 39881. me xvi 80:00 010ii/16/1
PROMISSORY NOTE MODIFICATION ACiREII?1EN I
This MODIFICATION to a NO moo and entered into as of this day of •, 2010 but -21 effective for all purposes as of 4LIZI 9 2010 by and between Integrity Bank, (HEREINAFTER
referred to as "Bank'I and Snyder 's Hardware, Inc. t/a Snyder Developers.
WITNESSETH:
WHEREAS Borrower executed a Note with the Bank dated September 12, 2005, evidencing a loan in
the principal amount of $550,000.00 (hereinafter referred to as "NoWl-, and
WHEREAS, the maturity date is November 15, 2010 and the Borrower has requested and the Bank has
agreed to modify the terms of the Note.
NOW, THEREFORE, for value received and the mutual covenants and agreements hereinefter contained,
and intending to be legally bound hereby, Bank and Borrower covenant and agrees as follows:
1. The maturity date of November 15, 2010 shall be extended to January 15, 2011.
2. All other terms, conditions, and stipulations contained in the aforesaid Nola except to the extent
modified herein shall remain in full force and effect.
3. Borrower shall discharge the indebtedness in accordance with the terms of the Note as herein modified.
IN WITNESS WHEREOF, the Bank and the Borrower have caused this Agreement to be duly executed as
of the day and year first written, intending to legally bind themselves, their respective heirs, representatives,
successors, and assigns.
Integrity
BY:
Welty
Regional Vice President
BORROWER Snyder's Hardware, Inc. t/a
Snyder Developers
BY
Wi Richard S Pnssi t
PROMISSORY NOTE MODIFICATION AGREEMENT
This MODIFICATION to a NOTE and entered into as of this ?tday of May, 2011 but
effective for all purposes as of e ' 2011 by and between Integrity Bank, (HEREINAFTER
referred to as `Bank') and Snyder 's Hardware, Inc. tta Snyder Developers.
WITNESSETH:
WHEREAS Borrower executed a Note with the Bank dated September 12, 2005, evidencing a loan in
the principal amount of $550,000.00 (hereinafter referred to as "Note'l; and
WHEREAS, the maturity date is August 1, 2011 and the Borrower has requested and the Bank has agreed
to modify the terms of the Note.
NOW, THEREFORE, for value received and the mutual covenants and agreements hereinafter contained,
and intending to be legally bound hereby, Bank and Borrower covenant and agrees as follows:
1. The maturity date of August 1, 2011 shall be extended to April 30, 2012.
2. All other terms, conditions, and stipulations contained in the aforesaid Note except to the extent
modified herein shall remain in full force and effect.
3. Borrower shall discharge the indebtedness in accordance with the terms of the Note as herein modified.
IN WITNESS WHEREOF, the Bank and the Borrower have caused this Agreement to be duly executed as
of the day and year first written, intending to legally bind themselves, their respective heirs, representatives,
successors, and assigns.
Vice President
BORROWER Snyder's Hardware, Inc. t/a
Snyder Developers
A WRichard Snyder, Pn si
C9
INTEGRITY BANK, IN THE COURT OF COMMON PLEAS
Plaintiff CUMBERLAND COUNTY, PENNSYLVANIA
V. No. 12 - VM
SNYDER'S HARDWARE, INC., d/b/a
SNYDER DEVELOPERS and
RICHARD J. SNYDER
Defendants CIVIL ACTION -LAW
NOTICE UNDER PA.R.C.P. NO. 2958.1 OF JUDGMENT
AND EXECUTION THEREON
TO: Snyder's Hardware, Inc., Richard J. Snyder
d/b/a Snyder Developers 100 Knipe Lane
119 West Lancaster Avenue Reading, PA 19607-9440
Shillington, Pennsylvania 19607
A judgment in the amount of $321,167.15 along with interest from and following June 18,
2012 at the per diem rate of $33.93 until paid in full, plus costs, has been entered against you and ii
favor of Integrity Bank, in the above captioned case without any prior notice or hearing based on a
confession of judgment contained in a written agreement or other paper allegedly signed by you. I
sheriff may take your money or other property to pay the judgment at any time after thirty (30) day
after the date on which this notice is served on you.
You may have legal rights to defeat the judgment or to prevent your money or property
being taken. YOU MUST FILE A PETITION SEEKING RELIEF FROM THE JUDGMENT
PRESENT IT TO A JUDGE WITHIN THIRTY (30) DAYS AFTER THE DATE ON WHICH
NOTICE IS SERVED ON YOU OR YOU MAY LOSE YOUR RIGHTS.
YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO N
HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE
FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP.
CUMBERLAND COUNTY BAR ASSOCIATION
32 South Bedford Street
Carlisle, PA 17013
(717) 249-3166 or (800) 990-9108
McNEES WALLACE & NURICK LLC
Date: July 3, 2012 By
OfTric L. Niss , Esquire
Attorney I.D. No. 44233
nnissly@mwn.com
100 Pine Street
P. O. Box 1166
Harrisburg, PA 17108-1166
(717) 232-8000
Attorneys for Integrity Bank
INTEGRITY BANK, IN THE COURT OF COMMON PLEAS
Plaintiff CUMBERLAND C7OUNTY,,4PENNSYLVANIA
V. No. /2, VI? `,?j 61 v/ z
-7
SNYDER'S HARDWARE, INC., d/b/a
SNYDER DEVELOPERS and
RICHARD J. SNYDER
Defendants CIVIL ACTION -LAW
CERTIFICATION OF ADDRESSES
1, Nedric L. Nissly, hereby certify the following addresses for the Defendants as follows:
Snyder's Hardware, Inc., Richard J. Snyder
d/b/a Snyder Developers 100 Knipe Lane
119 West Lancaster Avenue Reading, PA 19607-9440 c-) r -a
Shillington, Pennsylvania 19607
.rn
The following address for the Plaintiff is as follows:
r-h
Integrity Bank r-
3
3314 Market Street, Suite 305 p,c
Camp Hill, PA 17011 -+ w
McNEES WALLACE & NURICK LLC
Date: July 3, 2012
By
Nedric L. NisjAj
PA Attorney I.D. No. 44233
McNees Wallace & Nurick LLC
100 Pine Street - P.O. Box 1166
Harrisburg, PA 17108-1166
(717) 260-173 1 (Direct Fax)
(717) 232-8000 (Phone)
nnisslygmwn.com
Attorneys for Plaintiff Integrity Bank
r
c?
C-1
INTEGRITY BANK, IN THE COURT OF COMMON PLEAS
Plaintiff CUMBERLAND COUNTY, PENNSYLVAN IA
No. /? - vn?
V
.
SNYDER'S HARDWARE, INC., d/b/a
SNYDER DEVELOPERS and
RICHARD J. SNYDER
Defendants CIVIL ACTION - LAW
CC!
5-m-;a -off
AFFIDAVIT OF NON-MILITARY SERVICE S
AND LAST-KNOWN ADDRESSES OF C-, "ma
RICHARD J. SNYDER c
-?+ ?-
COMMONWEALTH OF PENNSYLVANIA :
SS.
DAUPHIN COUNTY
The undersigned, being duly sworn according to law, deposes and says that to the best of y
information and belief, Defendant Richard J. Snyder is not in the Military or Naval Service of the
United States or its Allies, or otherwise within the provisions of the Service Members Civil Rel of
Act, f/k/a the Soldier's and Sailor's Civil Relief Act of 1940, 50 U.S.C. App. 501, et seq. he
Defendant is over eighteen (18) years of age and were last known residing at 100 Knipe La e,
Reading, PA 19607-9440.
Nedr' Nissly
SWORN and"subscribed to b ore me thij y
of jply, 2012.
ry Public V OF PENNSYLVANIA
My Commission Expires CAMMONW "rlaisea' Pubic
SEAL Eiien M, pairner, Notary
( ) Dauphin County
City o(M Tres Aug. ,
My CommiSSM r9 EXP 14
ssion,
INTEGRITY BANK, IN THE COURT OF COMMON PLEAS
Plaintiff CUMBERLAND COUNTY, PENNSYLVANIA
V.
SNYDER'S HARDWARE, INC., d/b/a
SNYDER DEVELOPERS and
RICHARD J. SNYDER
Defendants
No. ?2- y?76
: CIVIL ACTION -LAW
el VIZ
NOTICE OF ENTRY OF JUDGMENT
($550,000 Loan)
TO: Snyder's Hardware, Inc., Richard J. Snyder
d/b/a Snyder Developers 100 Knipe Lane
119 West Lancaster Avenue Reading, PA 19607-9440
Shillington, Pennsylvania 19607
You are hereby notified that on July 5?2012 a judgment by confession was entered
each of you in the above-captioned case in favor of Integrity Bank as follows:
Principal $287,446.22
Interest 4,207.89
Late Fees 203.63
Satisfaction Fees 144.00
Attorney's Fees (10%) 29,165.41
Total: $321,167.15*
*along with interest accruing at the per diem rate of $33.93 from June 18,
2012, until paid in full, plus costs.
DATE: 4,149 e) 1P-
PROTHONOTARY
INTEGRITY BANK, IN THE COURT OF COMMON PLEAS
Plaintiff CUMBERLAND COUNTY, PENNSYLV ANIA
V. No. 12-4176 _ ?j
/
' r;jW
a
S HARDWARE, INC., d/b
SNYDER
SNYDER DEVELOPERS and
RICHARD J. SNYDER
r- ?-
=w,
Defendants CIVIL ACTION - LAW
`-
RETURN OF SERVICE PURSUANT TO ro
PA. R.C.P. No. 2958.1(c) C
Plaintiff, Integrity Bank, hereby files this Return of Service and swears and affirms that
persons listed below were served pursuant to Pa. R.C.P. No. 2958.1(b) with the Notice of
and Execution Required by Rule 2958.1 by certified mail, return receipt requested, as provided
Pa. R.C.P. No. 403. A copy of each receipt for certified mail is attached hereto.
TO: Snyder's Hardware, Inc.,
d/b/a Snyder Developers
119 West Lancaster Avenue
Shillington, Pennsylvania 19607
Date: July 17, 2012
Richard J. Snyder
100 Looking Glass Lane
Reading, PA 19607-9203
Respectfully submitted,
McNEES WALLACE & NURICK LLC
By
Nedric L. Nissly, Esquire
Attorney I.D. No. 44233
nnissly@mwn.com
100 Pine Street
P. O. Box 1166
Harrisburg, PA 17108-1166
(717) 237-5357
Attorneys for Integrity Bank
2. Article Number
FM 11111 lilt r (Please Pft CleaM B. of ivory
?e oe-s? Am- 77/ '
re
7196 9008 9111 4827 2894
Q Is dellvery address dill rent from Item 1?
NYE3, ender dellvery address below:
3. Service Type CERTIFIED MAIL-
4. Restrlded D~ (Eft Fee) DYes
1. Ardde Addressed to:
Snyder's Rose Hardware, Inc., d/b/a
Snyder Developers 21328-0124
119 West Lancaster Avenue
Shillington, PA 19607
3029
PS Form 3811, January 2005
2 Article Number 1
Domesdo Return Receipt
A. Received by tPleaee Print Ckadyl ( B.
E
E
7196 9008 9111 4827 2917
i
l 3. Service Type CERTIFIED MAIL-
] 4. R Vcbd D" r (Extras Fee) Oyes
1. Amide Addressed to:
Richard J. Snyder
100 Looking Glass Lane
Reading, PA 19607-9203
6delivery address Vffarert from rem 1? O Yee
M YES, enW dellad address below: ? No
21328-0124
3029
No
11-41-110