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HomeMy WebLinkAbout12-4177INTEGRITY BANK, Plaintiff V. SNYDER'S HARDWARE, INC., d/b/a SNYDER DEVELOPERS and RICHARD J. SNYDER Defendants IN THE COURT OF COMMON PLEASn ,.,, LAN CUMBERLAND COUNTY, PENNSY No / 7 / ? =rn rC- . Y ?Y? t- cn r ? 2y CIVIL ACTION - LAW cn CONFESSION OF JUDGMENT ($810,000.00 Loan) 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 i 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 Plainti Integrity Bank, and against Defendants, as follows: Principal $805,242.34 Interest 11,787.34 Late Fees 285.18 Satisfaction Fees 72.00 Attorney's Fees (10%) 81,703.02 Total: $898,090.40* *along with interest accruing at the per diem rate of $95.06 from June 18, 2012, until paid in full, plus costs. McNEES WALLACE & NURICK LLC Date: July 3, 2012 By edric L. fftsly 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) nnisslxna,mwn.com 44 Attorneys for Plaintiff Integrity Bank e491-a T7 0- C? C73 C- c-; _.? r-r1a ? 0 pa/ A?? q-0 59 4i? Av//SO/ -- r Nedric L. Nissly ter, PA Attorney I.D. No. 44233 McNees Wallace & Nurick LLC n =K 100 Pine Street - P.O. Box 1166 C- ?.. ?? Harrisburg, PA 17108-1166 (717) 260-1731 (Direct Fax) c.:7 (717) 232-8000 (Phone) nnissly(q,mwn.com Attorneys for Plaintiff Integrity Bank N? {"'rl O C) r INTEGRITY BANK, IN THE COURT OF COMMON PLEAS Plaintiff CUMBERLAND COUNTY, PENNSYLVANIA V. No. 2- SNYDER'S HARDWARE, INC., d/b/a SNYDER DEVELOPERS and RICHARD J. SNYDER Defendants CIVIL ACTION -LAW COMPLAINT FOR CONFESSION OF JUDGMENT ($810,000 Loan) Plaintiff Integrity Bank, by and through its undersigned counsel, hereby files this 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 do 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 December 2, 2005, Defendant Snyder's Hardware, Inc., d/b/a Snyder (the "Borrower") borrowed from the Bank the sum of $810,000.00 (the "Loan") for a purpose as evidenced by a Loan Agreement ("Loan Agreement) and Mortgage Note (the )) both of even date with the Loan, executed and delivered by Borrower in favor of the Bank. hereto as Exhibit A and incorporated herein by reference is a true and correct copy of the Agreement and Note. 5. The indebtedness evidenced by the Note is guaranteed by Defendant Richard J. Snyder (the "Guarantor") pursuant to a Guaranty and Suretyship Agreement (the "Guarantt") 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 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 was extended. Attac ed hereto as Exhibit C and incorporated herein by reference is a true and correct copy of the 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 Guaranto4 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 commission] 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 2012, is itemized as follows: Principal $805,242.34 Interest 11,787.34 Late Fees 285.18 Satisfaction Fees 72.00 Attorney's Fees 10%) 81,703.02 Total: $898,090.40* *along with interest accruing at the per diem rate of $95.06 from June 18, 2012, until paid in full, plus costs. 11. All conditions precedent have been satisfied to allow the Bank to confess 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 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 confess 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 $898,090.40 along with interest from and following 8, a in June 18, 2012 at the per diem rate of $95.06 until paid in full, plus costs. McNEES WALLACE & NURICK LLC Date: July 3, 2012 By 146ric L. ssly PA Attorney . o. 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) nnissl ya,mwn.com Attorneys for Plaintiff Integrity Bank 6 frl o! a C. C OA4 I, Gary G. Kuck, 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 Judgmew are true and coma to the best of my knowledge, information and belief and that the same are made subject to the penalties of 18 Pa. C.S.A. 4 4904 relating to unworn falsification to authorities. -<-K. W R jel, Gary G. Klick, Vice dent i \? LOAN AGREEMENT THIS LOAN AGREEMENT (this "Agreement") is entered into as of December 2, between SNYDER'S HARDWARE, INC., d/b/a Snyder Developers, a Pennsylvania corps (the "Borrower") and INTEGRITY BANK, a Pennsylvania banking institution, its suco 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 principa amount of $810,000 (the "Loan") to the Borrower to acquire a 100-acre +/- tract of unimprovec land located at 1040 Waggoner's Gap Road, in North Middleton Township, Cumberland County Pennsylvania (the "Mortgaged Properly") and to fund an interest reserve for the Loan, subjec to the terms and conditions and upon the representations and warranties of the Borrower se 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 bi reference. Defined terms which are not specifically defined herein shall have the meaninc ascribed to them in the other Loan Documents. 2. Security The security for repayment of the Loan shall include but not be limit to the collateral, guaranties and other documents heretofore, contemporaneously or hereaf executed and delivered to the Bank (the "Security Documents"), which shall sect repayment of the Loan, the Note and all other loans, advances, debts, liabilities, obligation covenants and duties owing by the Borrower to the Bank of any kind or nature, present or futt (including any interest accruing thereon after maturity, or after the filing of any petition bankruptcy, or the commencement of any insolvency, reorganization or like proceeding relati to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in su proceeding), whether or not evidenced by any note, guaranty or other instrument, when arising under any agreement, instrument or document, whether or not for the payment money, whether arising by reason of an extension of credit, opening of a letter of credit, Ioi equipment lease or guarantee, under any interest or currency swap, future, option or off interest rate protection or similar agreement, or in any other manner, whether arising out overdrafts on deposit or other accounts or electronic funds transfers (whether throu automated clearing houses or otherwise) or out of the Bank's non-receipt of or inability to colli funds or otherwise not being made whole in connection with depository transfer check or ott similar arrangements, whether direct or indirect (including those acquired by assignment participation), absolute or contingent, joint or several, due or to become due, now existing hereafter arising, and any amendments, extensions, renewals or increases and all costs a expenses of the Bank incurred in the documentation, negotiation, modification, enforceme collection or otherwise in connection with any of the foregoing, including reasonable attome, fees and expenses (hereinafter referred to collectively as the "Obligations"). Unless express provided to the contrary in documentation for any other loan or loans, it is the express intent the Bank and the Borrower that all Obligations including those included in the Loan cross-collateralized and cross-defaulted. such that collateral securing any of the Obligatic shall secure repayment of all Obligations and a default under any Obligation shall be a defy under all Obligations. (A725M:) 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 tc 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 an( effect until the Obligations are paid in full, and which shall be true and correct except a: otherwise set forth on the Addendum attached hereto and incorporated herein by reference (th( "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 anc has the power and authority to own and operate its assets and to conduct its business as nov 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 suct qualification or licensing. The Borrower is duly authorized to execute and deliver the Loar Documents, all necessary action to authorize the execution and delivery of the Loan Document: has been properly taken, and the Borrower is and will continue to be duly authorized to borrov under this Agreement and to perform all of the other terms and provisions of the Loar 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 tai returns (as applicable, the "Historical Financial Statements"). The Historical Financia 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 an( the results of the Borrower's operations for the period specified therein. The Historical Financia 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 tc normal year-end adjustments and to any comments and notes acceptable to the Bank in its solo discretion. 3.3. No Material Adverse Chanae. Since the date of the most rece Financial Statements, the Borrower has not suffered any damage, destruction or loss, and r event or condition has occurred or exists, which has resulted or could result in a mated adverse change in its business, assets, operations, financial condition or results of operation. 3.4. Bindina Obligations. The Borrower has full power and authority to ent into the transactions provided for in this Agreement and has been duly authorized to do so t appropriate action of all its members or otherwise as may be required by law, charter, othi organizational documents or agreements; and the Loan Documents, when executed ar delivered by the Borrower, will constitute the legal, valid and binding obligations of the Borrow enforceable in accordance with their respective terms. 3.5. No Defaults or V' ns. There does not exist any Event of Defal under this Agreement or any default or violation by the Borrower of or under any of the term conditions or obligations of: (i) its operating agreement or other applicable organization documents; (ii) any indenture, mortgage, deed of trust, franchise, permit, contract, agreemer or other instrument to which it is a party or by which it is bound; or (iii) any law, regulatio ruling, order, injunction, decree, condition or other requirement applicable to or imposed upon by any law, the action by any court or any governmental authority or agency; and tt {A72W46:) 2 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 (i) 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. Iti tion. There are no actions, suits, proceedings or governmenta! 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, financia 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. Al 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, socia security and similar taxes, and all of such taxes have been either paid or adequate reserve of 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 o the Employee Retirement Income Security Act of 1974 ("ERISA" ), including minimum funding requirements, and (i) no Prohibited Transaction (as defined under ERISA) has occurred witt 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 Guarant! Corporation to institute proceedings under Section 4042 of ERISA, (iii) the Borrower has no withdrawn from any such plan or initiated steps to do so, and (iv) no steps have been taken V terminate any such plan. 3.10. Environmental Matters. To the best of Borrower's knowledge, Borrowe is in compliance, in all material respects, with all Environmental Laws, including, withou limitation, all Environmental Laws in jurisdictions in which the Borrower owns or operates, or hai owned or operated, a facility or site, stores Collateral, arranges or has arranged for disposal o treatment of hazardous substances, solid waste or other waste, accepts or has accepted fo transport any hazardous substances, solid waste or other wastes or holds or has held an,, interest in real property or otherwise. Except as otherwise disclosed on the Addendum, ni litigation or proceeding arising under, relating to or in connection with any Environmental Law i1 pending or, to the best of the Borrowers knowledge, threatened against the Borrower, any res property which the Borrower holds or has held an interest or any past or present operation c the Borrower. No release, threatened release or disposal of hazardous waste, solid waste c other wastes is occurring, or to the best of the Borrower's knowledge has occurred, on, under c 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, investigatioi or inquiry whether brought by a governmental authority or other person, and "Environments Laws" means all provisions of laws, statutes, ordinances, rules, regulations, permits, licensee judgments, writs, injunctions, decrees, orders, awards and standards promulgated by an {A725646:} -3- 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 al patents, patent rights, trademarks, trade names, service marks, copyrights, intellectual property. technology, know-how and processes necessary for the conduct of its business as currentl) conducted that are material to the condition (financial or otherwise), business or operations o' the Borrower, 3.12. Regulatory Matters. No part of the proceeds of the Loan will be used foi "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 unliquidatec liabilities), (ii) the Borrower will have sufficient cash flow to enable it to pay its debts as the) mature, and (iii) the Borrower will not have unreasonably small capital for the business in whist it is engaged. 3.14. Dlscknure. None of the Loan Documents contains or will contain an) 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 full 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 o this Agreement until all Obligations have been fully paid and any commitments of the Bank tc the Borrower have been terminated, the Borrower will; 4.1. Books and Records. Maintain books and records in accordance witt 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 an( records and such other information as the Bank may from time to time reasonably request, an( the Borrower will make available to the Bank, upon request, for examination copies of an, reports, statements or returns which the Borrower may make to or file with any governments department, bureau or agency, federal or state. 4.2. Interim Financial Statements: Certificate of No Defaulir If re:queste( by the Bank, furnish the Bank within 30 days after the and of each quarter the Borroweei Financial Statements for such period, in reasonable detail, certified by an authorized officer c the Borrower and prepared in accordance with GAAP applied from period to period. Thi 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 an( 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 requires by the Bank in its sole discretion, consolidating balance sheets., income statements ano {A725546:} -4- statements of cash flows for the year, month or quarter together with year-to-date figures comparative figures for the corresponding periods of the prior year. 4.3. Annual Financial Statements and In Returns. Furnish the Borrower Financial Statements to the Bank by April 30 of each year and also furnish the Bank with signs copies of its annual federal income tax returns when filed. The Borrower shall also furnish tf Bank with annual Financial Statements for RICHARD J. SNYDER (the "Guamrift ), prepare by an independent certified public accountant in form acceptable to the Bank, by April 30 each year and signed copies of his annual federal income tax returns when filed. All Financi Statements will be prepared by a certified public accountant in accordance with GAAP. Audite Financial Statements shall contain the unqualified opinion of a certified public accountant and i examination shall have been made in accordance with GAAP consistently applied from period I 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 . aside adequate reserves or made other adequate provision with respect thereto acceptable the Bank in its sole discretion. 4.5. Maintenance of Existence. Operation and Assets. Do all things necessary to maintain, renew and keep in full force and effect its organizational existence anc all rights, permits, approvals and franchises necessary to enable it to continue its business continue in operation in substantially the same manner as at present; keep its properties in gooc operating condition and repair, and make all necessary and proper repairs, renewals replacements, additions and improvements thereto. 4.6. Insurance. Maintain with financially sound and reputable insurers insurance with respect to its property and business against such casualties and contingencies of such types and in such amounts as is customary for established companies engaged in the same or similar business and similarly situated. In the event of a conflict between the provision. of this Section and the terms of any Security Documents relating to insurance, the provisions it the Security Documents will control. 4.7. Compliance with Laws. Comply with all laws applicable to the Borrower and to the operation of its business (including any statute, rule or regulation relating t( employment practices and pension benefits or to environmental, occupational and healtt standards and controls). 4.8. Additional Reports. Provide prompt written notice to the Bank of the occurrence of any of the following (together with a description of the action which the Borrows proposes to take with respect thereto): (i) any Event of Default or potential Event of Default, (ii any litigation filed by or against the Borrower seeking injunctive relief and/or monetary damages (iii) any Reportable Event or Prohibited Transaction with respect to any Employee Benef Plan(s) (as defined in ERISA) or (iv) any event which might result in a material adverse change in the business, assets, operations, financial condition or results of operation of the Borrower. 4.9 Use of Proceeds. Borrower shall use the proceeds of the Loan in the following amounts: {A7zsa4e:) -6- Purchase of Mortgaged Property $750,000 Interest Reserve 60.000 Total $810,000 4.10. Publicity . Allow the Bank to erect a sign on the Mortgaged Property for the duration of the term of the Loan, which states that financing was provided by the Bank. 6. 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. 6.3. 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. Meraer 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. Chanas in Business. Manaaement or Ownership. 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. Dividends . 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 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. {A7256M:) -6- 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. Conditions. 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 may reasonably request in connection with the Borrower's acquisition of the Mortgaged Property. $. 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 (A725M:) -7- connection with the preparation, negotiation and delivery of this Agreement and the other Loa Documents, and any modifications thereto, and the collection of all of Borrower's Obligations 1 the Bank, including but not limited to enforcement actions, relating to the Loan, whether throug judicial proceedings or otherwise, or in defending or prosecuting any actions or proceeding arising out of or relating to this Agreement, including reasonable fees and expenses of counsi (which may include costs of in-house counsel), expenses for auditors, appraisers an environmental consultants, lien searches, recording and filing fees and taxes. In addition, th Borrower agrees to pay the Bank a loan origination fee of $8,100.00, which shall be due an payable to the Bank at closing of the Loan. 9. Incrmwed Costs. On written demand, together with the written evidence of t justification therefore, the Borrower agrees to pay the Bank, all direct costs incurred and a losses suffered or payments made by the Bank as a consequence of making the Loan reason of any change in law or regulation or its interpretation imposing any reserve, depot allocation of capital or similar requirement (including without limitation, Regulation D of t Board of Govemors of the Federal Reserve System) on the Bank, its holding company or any their respective assets. 10. Miscellaneous. 10.1. Notices. All notices, demands, requests, consents, approvals and of communications required or permitted hereunder must be in writing and will be effective ul receipt. Such notices and other communications may be hand-delivered, sent by facsir transmission with confirmation of delivery and a copy sent by first-class mail, or sent nationally recognized ovemight courier service, to a party's address set forth below or to s 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 10.2. Preservation of Rights. No delay or omission on the Bank's part exercise any right or power arising hereunder will impair any such right or power or considered a waiver of any such right or power, nor will the Bank s action or Inaction impair a such right or power. The Bank's rights and remedies hereunder are cumulative and 1 exclusive of any other rights or remedies which the Bank may have under other agreements, law or in equity. (A72r t:} -8- 10.3. 1 le al' In case any one or more of the provisions contained in t Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality a enforceability of the remaining provisions contained herein shall not in any way be affected impaired thereby. 10.4. Channes in Writing. No modification, amendment or waiver of a provision of this Agreement nor consent to any departure by the Borrower therefrom will effective unless made in a writing signed by the party to be charged, and then such waiver consent shall be effective only in the spec instance and for the purpose for which given. I notice to or demand on the Borrower in any case will entitle the Borrower to any other or furtt notice or demand in the same, similar or other circumstance. 10.5. Entire Agreement This Agreement (including the documents instruments referred to herein) constitutes the entire agreement and supersedes all other I agreements and understandings, both written and oral, between the parties with respect to subject matter hereof. 10.6. Counterparts. This Agreement may be signed in any number counterpart copies and by the parties hereto on separate counterparts, but all such copies sl constitute one and the same instrument. Delivery of an executed counterpart of a signat page to this Agreement by facsimile transmission shall be effective as delivery of a manu, executed counterpart. Any party so executing this Agreement by facsimile transmission sl promptly deliver a manually executed counterpart, provided that any failure to do so shall affect the validity of the counterpart executed by facsimile transmission. 10.7. Successors and Assigns. This Agreement will be binding upon inure to the benefit of the Borrower and the Bank and their respective heirs, execu. administrators, successors and assigns; provided, however that the Borrower may not as this Agreement in whole or in part without the Bank's prior written consent and the Bank at time may assign this Agreement in whole or in part. 10.8. Interpretation. In this Agreement, unless the Bank and the Borrowl otherwise agree in writing, the singular includes the plural and the plural the singular; won: Importing any gender include the other genders; references to statutes are to be construed a including all statutory provisions consolidating, amending or replacing the statute referred to; th word "or" shall be deemed to include "and/or", the words "including', "includes" and "includii shall be deemed to be followed by the words "without limitation"; references to articles, sectior (or subdivisions of sections) or exhibits are to those of this Agreement unless otherwis indicated; and references to agreements and other contractual instruments shall be deemed I include all subsequent amendments and other modifications to such instruments, but only to th extent such amendments and other modifications are not prohibited by the terms of th Agreement. Section headings in this Agreement are included for convenience of reference on and shall not constitute a part of this Agreement for any other purpose. Unless otherwis specified in this Agreement, all accounting terms shall be interpreted and all accountin determinations shall be made in accordance with GAAP. If this Agreement is executed by mot than one party as Borrower, the obligations of such persons or entities will be joint and several. 10.9. IndemnThe Borrower agrees to indemnify each of the Bank, directors, officers and employees and each legal entity, if any, who controls the Bank I "Indemnified Parties") and to hold each Indemnified Party harmless from and against any ; all claims, damages, losses, liabilities and expenses (including, without limitation, all fees ; {A725646:) -9- charges of internal or external counsel with whom any Indemnified Party may consult and expenses of litigation or preparation therefore) which any Indemnified Party may incur or whi may be asserted against any Indemnified Party in connection with or arising out of the matte referred to in this Agreement or in the other Loan Documents by any person, entity governmental authority (including any person or entity claiming derivatively on behalf of t Borrower), whether (a) arising from or incurred in connection with any breach of representation, warranty or covenant by the Borrower, or (b) arising out of or resulting from a suit, action, claim, proceeding or governmental investigation, pending or threatened, whett based on statute, regulation or order, or tort, or contract or otherwise, before any court governmental authority, which arises out of or relates to this Agreement, any other Lol Document, or the use of the proceeds of the Loan; provided however, that the foregoi, indemnity agreement shall not apply to claims, damages, losses, liabilities and expenses sole attributable to an Indemnified Party's negligence or willful misconduct. The indemn agreement contained in this Section shall survive the termination of this Agreement, payment any Loan and assignment of any rights hereunder. The Borrower may participate at its expen in the defense of any such action or claim. 10.10. Assionments and ParticiaatlOns. 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 of general creditworthiness, to any person or entity which may succeed to or participate in all of any part of the Bank's interest in the Loan. 10.11. Governing Law: Jurisdiction: Venue. This Agreement has beer delivered to and accepted by the Bank and will be deemed to be made in the Commonwealth o. 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 it Harrisburg; provided that nothing contained in this Agreement will prevent the Bank frorr 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 T BANK IRREVOCABLY WAIVES ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JU IN ANY ACTION, PROCEEDING OR CLAIM OF ANY NATURE RELATING TO TI AGREEMENT, ANY DOCUMENTS EXECUTED IN CONNECTION WITH THIS AGREEME OR ANY TRANSACTION CONTEMPLATED IN ANY OF SUCH DOCUMENTS. T BORROWER AND THE BANK ACKNOWLEDGE THAT THE FOREGOING WAIVER KNOWING AND VOLUNTARY. The Borrower acknowledges that it has read and understood all the provisions this Agreement, Including the waiver of jury trial, and has been advised by counsel necessary or appropriate. (A725848:) 10- ADDENDUM to that certain Loan Agreement dated December 2, 2005 befi SNYDER-S HARDWARE, INC., a Pennsylvania corporation, as the Borrower, and INTEGI BANK, a Pennsylvania banking institution, as the Bank. Capitalized terms used in Addendum and not otherwise defined shall have the meanings given them in the Agreer Section numbers below refer to the sections of the Agreement. 3.6 Title to Assets. Describe additional liens and encumbrances below: See Schedule B - Section II to First American Title Insurance Co. title commitment order n 1127969R (W-FATICO) dated November 16, 2005, a copy of which was delivered to the Bank. 3.7 Litination. Describe pending or threatened litigation, proceedings, etc. below: None. (A726646:) WITNESS the due execution hereof as a document under seal, as of the date written above. WITNESS: {A725646:} BORROWER: SNYDER'S HARDWARE, INC., a Pennsylvania corporation By: Richard J. Snyd , President BANK: INTEGRITY BANK By: Jeannetta L. Renninger, Senior Vice President - 11 - MORTGAGE NOTE $810,000 December 2, 2005 FOR VALUE RECEIVED, SNYDER'S HARDWARE, INC., d/b/a Snyder Developers, Pennsylvania corporation (the "Borrower"), with an address of 119 West Lancaster Avent 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 Marl' Street, Camp Hill, Pennsylvania 17011, or at such other location as the Bank may designs from time to time, the principal sum of Eight Hundred Ten Thousand Dollars ($810,001 together with interest accruing on the outstanding principal balance from the date hereof, provided below: 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 poi (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 fn time to time as the "prime rate" in the Money Rates table of The Wag Street Journal. The Prii 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 Floati 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 January 2, 2006 and continuing on the same day of each moi thereafter, monthly payments of interest only shall be due and payable based on the Floati Rate. Such interest payments, up to the sum of $60,000, shall be funded from an inten 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 December 2, 2006 (the "Maturity Date"). If any payment under this Note shall become due on a Saturday, Sunday or put holiday under the laws of the Commonwealth of Pennsylvania, such payment shall be made the next succeeding business day and such extension of time shall be included in compute interest in connection with such payment. From and after the occurrence of an Event of Defa (as hereinafter defined) the Borrower hereby authorizes the Bank to charge the Borrowe deposit account at the Bank for any payment when due. Payments received will be applied tA725658:) charges, fees and expenses (including attorneys' fees), accrued interest and principal in any order the Bank may choose, in its sole 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 without difficulty. 4. Prepavment. The Loan may be prepaid in whole or in part at any time without any prepayment fee. 6. _Other Loan Documents. This Note is issued in connection with a Loan Agreement between the Borrower and the Bank dated on or before the date hereof, and the other agreements and documents executed in connection therewith or referred to therein, the terms of which are incorporated herein by reference (as amended, modified or renewed from time to time, collectively the "Loan Documents"), and is secured by the property described in the Loan Documents and by such other collateral as previously may have been or may in the 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 on which such principal, interest or other payment was due; (ii) the occurrence of any event of default or default and the lapse of any notice or cure period under any Loan Document or any other debt, liability or obligation of Borrower to the Bank, or of any Obligor in connection with Borrower's Obligations to the Bank; (iii) the filing by or against any Obligor of any proceeding in bankruptcy, receivership, insolvency, reorganization, liquidation, conservatorship or similar proceeding (and, in the case of any such proceeding instituted against any Obligor, such proceeding is not dismissed or stayed within 60 day's of the commencement thereof); (iv) any assignment by any Obligor for the benefit of creditors, or any levy, gamishment, attachment or similar proceeding is instituted against any property of any Obligor held by or deposited with the Bank; (v) a default with respect to any other indebtedness of any Obligor for borrowed money in excess of $25,000, if the effect of such default is to cause or permit the acceleration of such debt; (vi) the commencement of any foreclosure or forfeiture proceeding, execution or {A725658:} -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 shall 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 accelerated and become immediately due and payable; (d) at the Bank's option, this Note will bear interest at the Default Rate from the date of the occurrence of the Event of Default; and (e) the Bank may exercise from time to time any of the rights and remedies available under the Loan Documents or under applicable law. 7. Power to Confess Judgment. The Borrower hereby empowers any attorney of any court of record, after the occurrence of any Event of Default hereunder, to appear for the Borrower and, with or without complaint filed, confess judgment, or a series of 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 hereunder or under any of the other Loan Documents, together with 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 Note or a copy verified by affidavit shall be a sufficient warrant. The Borrower hereby forever waives and releases all errors in said proceedings and all rights of appeal and all relief from any and all appraisement, 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 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 debt, interest 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 Borrower shall not exceed the actual attorneys' fees incurred by the Banc. {A725B58:} -3- 8. Riaht 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 extent 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. Ail notices, demands, requests, consents, approvals and other communications required or permitted hereunder must be in writing (except as may be agreed otherwise above with respect to borrowing requests) 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 Borrower set forth above or to such other address as either may give to the other in writing for such purpose. 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 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 any 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 its rights in this Note and in any security therefor, including without limitation reasonable fees and 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 all other makers and indorsers of this Note hereby forever waive presentment, protest, notice of dishonor and notice of non-payment. The Borrower also waives all defenses based on suretyship or impairment of collateral. If this Note is executed by more than one Borrower, the obligations of such persons or entities hereunder will be joint and several. This Note shall bind the Borrower and its heirs, executors, administrators, successors and assigns, and the benefits hereof shall inure to the benefit of the Bank and its successors and assigns; provided, however, that the Borrower may not assign this Note in whole or in part without the Bank's written consent 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 be made in the Commonwealth of Pennsylvania.. THIS NOTE WILL BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF THE BANK AND THE BORROWER DETERMINED IN ACCORDANCE WITH THE LAWS OF 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 Note 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 Borrower acknowledges and {A725658') 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 first written above, with the intent to be legally bound hereby. BORROWER: WITNESS: SNYDER'S HARDWARE, INC., a Pennsylvania corporation By. EAQ µ Richard J. rer, President {A7zessa;} DISCLOSURE FOR CONFESSION OF JUDGMENT Undersigned: SNYDER'S HARDWARE, INC. 119 West Lancaster Avenue Shillington, Pennsylvania 19W7 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 - $810,000 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 CLAIMS 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 AFTI 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 EXPREISSLY 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: December 2, 2005 WITNESS: 1 By (A725658:) -s- SNYDER'S HARDWARE, INC., a Pennsylvania corporation ?i? GUARANTY AND SURETYSHIP AGREEMENT THIS GUARANTY AND SURETYSHIP AGREEMENT (this "Guaranty") is made anc entered into as of December 2, 2005, by RICHARD J. SNYDER, an adult individual (tht "Guarantor"), with an address of 100 Knipe Lane, Reading, PA 19607-9440, in consideratior of the extension of credit by INTEGRITY BANK, a Pennsylvania banking institution, it: successors and assigns (the `Bank"), with an address at 3345 Market Street, Camp Hill Pennsylvania 17011 to SNYDER'S HARDWARE, INC., a Pennsylvania corporation (th( "Borrower"), and other good and valuable consideration, the receipt and sufficiency of whict 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 am petition in bankruptcy, or the commencement of any insolvency, reorganization or lik( proceeding relating to the Borrower, whether or not a claim for post-filing or post-petition interes is allowed in such proceeding), whether or not evidenced by any note, guaranty or othe instrument, whether arising under any agreement, instrument or document, whether or not fo the payment of money, whether arising by reason of an extension of credit, opening of a letter o credit, loan, equipment lease or guarantee, under any interest or currency swap, future, optiol or other interest rate protection or similar agreement, or in any other manner, whether arisins out of overdrafts on deposit or other accounts or electronic funds transfers (whether througl automated clearing houses or otherwise) or out of the Bank's non-receipt of or inability to collec funds or otherwise not being made whole in connection with depository transfer check or othe similar arrangements, whether direct or indirect (including those acquired by assignment o participation), absolute or contingent, joint or several, due or to become due, now existing o hereafter arising, and any amendments, extensions, renewals or increases and all costs an( expenses of the Bank incurred in the documentation, negotiation, modification, enforcement collection or otherwise in connection with any of the foregoing, including reasonable attomeys fees and expenses (collectively, the "Obligations"). If the Borrower defaults under any such Obligations, the Guarantor will pay the amoun of the Obligations to the Bank. Until the Obligations are indefeasibly paid in full, Guarantor'; liability hereunder shall not be reduced in any manner whatsoever by any amounts which thi Bank may realize before or after maturity of the Obligations, by acceleration or otherwise, as result of payments made by or on behalf of the Borrower or by or on behalf of any other persoi or entity other than the Guarantor primarily or secondarily liable for the Obligations or any par thereof, or otherwise credited to the Borrower or such person or entity, or as a result of thi 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 c 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 right, which may be available to it with respect to any other person who may be liable for the paymen 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 Banl has terminated this Guaranty. This Guaranty will remain in full force and effect even if there i; {A725685:} 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 alter, 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 in reliance upon such payment, and any such contrary action so taken will be without prejudice to the Bank's rights hereunder and will be deemed to have been conditioned upon such payment having become final and irrevocable. 4. Financial Statements. Unless compliance is waived in writing by the Bank or until all of the Obligations have been paid in full, the Guarantor will promptly submit to the Bank 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. 5. Enforceability of Obllaations. No modification, limitation or discharge of the Obligations arising out of or by virtue of any bankruptcy, reorganization or similar proceeding for relief of debtors under federal or state law will affect, modify, limit or discharge the Guarantor's (A725sa5:) -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. Events 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 Bank 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 in its discretion may exercise from time to time any other rights and remedies available to it at law, in equity or otherwise. 7. Riaht of Setoff. In addition to all liens upon and rights of setoff against the Guarantor's money, securities or other property given to the Bank by law, the Bank shall have, with respect to the Guarantor's obligations to the Bank under this Guaranty and to the extent permitted by law, a contractual possessory security interest in and a contractual right of setoff against, and the Guarantor hereby assigns, conveys, delivers, pledges and transfers to the Bank all of the Guarantor's right, title and interest in and to, all of the Guarantor'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 Guarantor. 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. 8. Collateral . This Guaranty is secured by the property described in any collateral security documents which the Guarantor executes and delivers to the Bank and by such other collateral as previously may have been or may in the future be granted to the Bank to secure any obligations of the Guarantor to the Bank. 9. Costs. To the extent that the Bank incurs any costs or expenses in protecting or enforcing its rights under the Obligations or this Guaranty, including reasonable attorneys' fees and the costs and expenses of litigation, such costs and expenses will be due on demand, will be included in the Obligations and will bear interest from the incurring or payment thereof at the Default Rate (as defined in any of the Obligations). JA725685:1 -3- 10. Postoonement of Subrouation. 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 Bark 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 appralsement, 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, 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 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 for such purpose. 13. Preservation of Rights. 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 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. The Bank may proceed in any order against the Borrower, the Guarantor or any other obligor of, or any collateral securing, the Obligations. 14. Illouality. In case any one or more of the provisions contained in this Guaranty 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. (A725685:) -4- IS. Channes in Writing. No modification, amendment or waiver of any provision of this Guaranty nor consent to any departure by the Guarantor therefrom, will be effective unless made in a writing signed by the Bank, 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 Guarantor in any case will entitle the Guarantor to any other or further notice or demand in the same, similar or other circumstance. 16. Entire Aareement. This Guaranty (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 Guarantor and the Bank with respect to the subject matter hereof; provided, however, that this Guaranty is in addition to, and not in substitution for, any other guarantees from the Guarantor to the Bank. 17. Successors and Assigns. This Guaranty will be binding upon and inure to the benefit of the Guarantor and the Bank and their respective heirs, executors, administrators, successors and assigns; provided, however, that the Guarantor may not assign this Guaranty in whole or in part without the Bank's prior written consent and the Bank at any time may assign this Guaranty in whole or in part. 18. Interpretation. In this Guaranty, unless the Bank and the Guarantor otherwise agree in writing, the singular includes the plural and the plural the singular; 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"; and references to sections or exhibits are to those of this Guaranty unless otherwise indicated. Section headings in this Guaranty are included for convenience of reference only and shall not constitute a part of this Guaranty for any other purpose. If this Guaranty is executed by more than one party as Guarantor, the obligations of such persons or entities will be joint and several. 19. Indemnity. The Guarantor 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 all fees and charges of internal or external counsel with whom any Indemnified Party may consult and all expenses of litigation or preparation therefor) which any Indemnified Party may incur or which may be asserted against any Indemnified Party as a result of the execution of or performance under this Guaranty; rovi ed however, that the foregoing indemnity agreement shall not apply to claims, damages, losses, liabilities and expenses solely attributable to an Indemnified Party's gross negligence or willful misconduct. The indemnity agreement contained in this Section shall survive the termination of this Guaranty. The Guarantor may participate at its expense in the defense of any such claim. 20. Governina Law and Jurisdiction. This Guaranty has been delivered to and accepted by the Bank and will be deemed to be made in the Commonwealth of Pennsylvania. THIS GUARANTY WILL BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF THE BANK AND THE GUARANTOR DETERMINED IN ACCORDANCE WITH THE LAWS OF COMMONWEALTH OF PENNSYLVANIA, EXCLUDING ITS CONFLICT OF LAWS RULES. The Guarantor 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 Guaranty will prevent the Bank from bringing any action, enforcing any {A725685:} -5J= award or judgment or exercising any rights against the Guarantor individually, against any security or against any property of the Guarantor within any other county, state or other foreign or domestic jurisdiction. The Guarantor acknowledges and agrees that the venue provided above is the most convenient forum for both the Bank and the Guarantor. The Guarantor waives any objection to venue and any objection based on a more convenient forum in any action instituted under this Guaranty. 21. Equal Credit Opportunity Act. If the Guarantor is not an "applicant for credit" under Section 202.2 (e) of the Equal Credit Opportunity Act of 1974 ("ECOR), the Guarantor acknowledges that (i) this Guaranty has been executed to provide credit support for the Obligations, and (ii) the Guarantor was not required to execute this Guaranty in violation of Section 202.7(d) of the ECOA. 22. WAIVER OF JURY TRIAL. THE GUARANTOR IRREVOCABLY WAIVES ANY AND ALL RIGHT THE GUARANTOR MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR CLAIM OF ANY NATURE RELATING TO THIS GUARANTY, ANY DOCUMENTS EXECUTED IN CONNECTION WITH THIS GUARANTY OR ANY TRANSACTION CONTEMPLATED IN ANY OF SUCH DOCUMENTS. THE GUARANTOR ACKNOWLEDGES THAT THE FOREGOING WAIVER IS KNOWING AND VOLUNTARY. The Guarantor acknowledges that he has read and understood all the provisions of this Guaranty, including the confession of judgment and 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 written above, with the intent to be legally bound hereby. WITNESS: GUA TO (SEAL) Richard J. Sny {A725685-} -6- DISCLOSURE FOR CONFESSION OF JUDGMENT Undersigned: RICHARD J. SNYDER 100 Knipe Lane Reading, 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, a Guaranty an Suretyship Agreement, in respect of the obligations owed to Lender by SNYDER'S HARDWARE, INC., Pennsylvania corporation, under which the undersigned is obligated to repay monies to Lender. A. THE UNDERSIGNED ACKNOWLEDGES AND AGREES THAT THE ABOVE DOCUMENT CONT PROVISIONS UNDER WHICH LENDER MAY ENTER JUDGMENT BY CONFESSION AGAINST THE UNDERSIGNED. B FULLY AWARE OF HIS RIGHTS TO PRIOR NOTICE AND A HEARING ON THE VALIDITY OF ANY JUDGMENT OR 01 CLAIMS THAT MAY BE ASSERTED AGAINST HIM BY LENDER THEREUNDER BEFORE JUDGMENT IS ENTERED, UNDERSIGNED HEREBY FREELY, KNOWINGLY AND INTELLIGENTLY WANES THESE RIGHTS AND EXPREI AGREES AND CONSENTS TO LENDER'S ENTERING JUDGMENT AGAINST HIM BY CONFESSION PURSUANT TO 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 T] 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 WANES HIS RIGHTS TO NOTICE AND A HEARING AI EXPRESSLY AGREES AND CONSENTS TO LENDER'S TAKING SUCH ACTIONS AS MAY BE PERMITTED UND 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 refere 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 December 2, 2005. Witness i Richard J. Snyder Social Security Mo. 171-36-7632 (A725685:) -7- l\ PROMISSORY NOTE MODIFICATION AGREEMENT This MODIFICATION to a NOTE made and entered into as of this /V-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. Va Snyder Developers. WITNESSETH: WHEREAS Borrower executed a Note with the Bank dated , evidencing a loan in the principal amount of $810,000.00 (hereinafter referred to as "Note"); and WHEREAS, the maturity date is October 2, 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 2, 2007 shall be extended to October 2, 2008 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 shalt 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. Witness Integrity BY: ' ?2 '.5 ?e R6be)t K. Day Senior Vice President BORROWER Snyder's Hardware, Inc. t/a Snyder Developers BY: QIf 61 Witness BY: 10/3012008 11:25 717-718-8001 INTEGRITY BANK PAGE 05/08 PROMISSORY NOTE MODIFICATION pQREEk4M This MODIFICATION to a NOTE made wd ptered into 1ei,yof tis h ,,,,day a =, 2008 but offbotive for all purposes as of f?? 3d Zoo Z? . ZOOS by and between Mtegrity Bank, (HERMNAFTER referred to as 'Bank") and 3ayde r s Hardware, Inc. t/a Snyder Developers. WrrNESSETH: WHEREAS Borrower executed a Note with the Bank dated , evidencft a loan in the prineipal amount of $610,000.00 (hereinafter referred to as "Note'); and WHEREAS, the maturity date ir. October 2, 2008 and the Borrower has requested and the Bank has Wed to modify the terms of the Note to extend the maturity date. NOW, THEREFORE. for value received and the mutual covenants and agreameats hereinafter contained, and intending to be legally bound hereby, Bank and Borrower covenant and agroog as follows: 1. Ile maturity date of October 2, 2008 shall be extended to December 2, 2008 2. All other terms, conditions, and stipulations contained in the aforesaid Now except to the extent modified herein shall remain in fail force and effect. 3. Borrower shall discharge the indebtedness in memrdance with the terms of the Note ae hetein modified. IN WITNESS WHEREOF, the Bank and the Borrower have caused this Agreement to be duly executod as of the dry and year feet written, intending to legally bind thesnmse)v their respective heirs, repm= tativeg, successors, and essigaa. /BY: 1 S city ionat Vice President BORROWER Snyder's Hardware, Tac, t/a Snyder Developers BY: Wi t BY: Witaoss ?- 12/09/2008 02:42 717-718-8001 INTEGRITY E" O SSQU--S E; MOD)( CATION A9RE PAGE K110 This MODIFICATION to a NOTE made end onwrod into as of this -2-4, of , 2008 but effective for all purpoms as of y 2008 by and between Iatgp4ty Bank, (MtENAFrER referred to as sank") and Suydm'a xdwaxe, Inc_ t!a Snyder Developers. Wf MSSFTH: WHEREAS Borrower executed a Note with the Bank dated December 2,2M, evidencing a loan in the priacipal amount of $810,000.00 oweinafkr refwresd to as "Note'; and WMEAS, the maturity dace is December 2, 2008 and the Borrower has requested and the Bank has ageed t0 modify the terms of the N m to extend the maturity date. NOW, TfUM FORE, for value received ahd the mutual covenants and a8rementa hereinafter contained, and intending to be legally bound hereby, B!rmk and Bormwer covenant and agrees as follows: ? 1. The maturity date of December 2, 2008 shall be extarided to December 2,2W9. 2. All other tams, conditiorts, and stipulations contained In the aforesaid Note except to the axtont modified herein shall remain in fall force and effect, 3. Borrower shall discharge the indebtedness in accordance with the tetma of the Note as herein modified_ IN WITNESS WHEREOF, the Bank and tare Borrower have caused this Agreement to be duly executed as of the day and year first written, intending to legally bind themselves, their respective bets, representatives, suocessm, and assigns. Snyder Developers BY BY- BURROWER Snyder'sHsrdwarc,Inc. Ua 12i 21 / 2009 14:51 1- AO;6fxe- L Ili-718-8801 1N`1EUR11Y &" PAGE This MODIFICATION to a NOTE made and entered into as of 1118 day of OOg but d%ctive for aIi ptapoaea as of 2009 by and between rntagrity Bank, (HHRlMUFTBI»< refwM to ae `B=W1 and Snydaeu Hardware, W. da Snyder Developers. WHEREAS Borrower caseated a Not With the Bank deed December 2, 2005, evidencing a loan in the Arhtcipal amount of $810,000.00 (bmvhmft referred to as'Note'7; and WHEREAS, the maturity date is December 2, 2008 and the Borrower has regnesied and the Bank has agreed to Modify the arms of the Note to extend the maturity date. NOW, THEREFORE. for value received and the mutual covenants Wad agreements herrkmattber oontained, and intending to be legally bound hereby, Bak and Bonner eovensm and agrees a follows: 1. The maturity dale of Decetnbet 2, 2009 shall be extended to Fdnuary S, 2010. 2. All other tm ms, oonditkxm6 and stipulations contained m the aforesaid Note except to the extent modified bemin OW rmsin in full force and efftot. 3. Borrower shall discharge the indebtedness is acoor+dance with the terms of the Note as herein modifimd. IN WITNEN WEIIBREOF, the Bank and ft Borrower bane caused this Agremeent to be duly exoouted ae of the day and yearfkat written, into nding to legally bind d3etneelvoa, their respective heirs, representatives, ei==som and assigns. Snyder Developers Aft BY: yt /U c f `fir C. r? q+qa BY: 00117 witness BORROWER Snyder's Hardware, Inc, Va. 01/21/2010 11:32 717-710-8001 INTEGRITY BAW' PAGE 02/05 Tbio ird01)ffIC,A17o31 b aliG7E tddedb qd aaaaIerndkao m d*b dq aC 2010 bat ? e?Yodye mt aA pepol?l a{ 0? ? ? ? •? 10 . Z0?0 b???d ?kcrod to u 8bd+rm? th 9 MMumoym ism: wMWA 8 Boom =mad s lYate wA do pa*dmd D0Mbw2:3004, ffMW04 a km m the priiretpd at?eaaat e[lR30,OOG,OD paasgilaollermlerded de eaa "Nar'gi wd WjWWAS, Ore dam it Dam dw 2J 2003 et?d do B=oww bu rwm9m d etod dw Ba k bw aapeed b godly ar?lasms efaMel3elo m aaased dos dote. and Was&* tabs hwftbooedh=by,3mk srntnww aawaoal? mdjrWr t. rba mt?el??a.n odF+tuun s,'efo.bn 6e oettaoded oo A? 3? ?1 p. 2 altl odxr boede? eoa0idoee, oad aalipatntiio•e ootadr?ed is d>• aa?reMii I?oeo mocrtat Oa dbs aterec modlbed b?adn a?adl s? in Otil ?• end al?o't. 3. 8oddve? da adap so i &uft a in et:eord ose Mlb on bans odic Kato m bank mew. ]XWf NM WMWW, of dar dw wad im get wtiaea? bMmaq to kl* bbd dtemrhm disk mpomdw b ft a WmNWI er, woaaMata6 gad eaaarr• BY: 9 ws Pssfdeat aWat09Y1D. SWWs HandMM bm tea soydwDeva*m 3&el6c- r1-. (?l CL wtheeo 8d Lz BY: WYaaae mommoom nww 1,ww Rh nl??..1-4 n-.I ?A ILIh 7fPNft lI IwIA 1/VI AA 'AI AI w9 J17J PROMISSORY NOTE MODIFICATION AGREEMENT This MODIFICATION to a NOM made and entered into as of this day of 10 but effective for all purposes as of 3J.50 2010 by and between Integrity Bank, AFTER referred to as "Bank") and Snyder's Hardware, Inc. t/a Snyder Developers. WITNESSETH: WHEREAS Borrower executed a Note with the Bank dated December 2, 2005, evidencing a loan in the principal amount of $810,000.00 (hereinafter referred to as "Note'); and WHEREAS, the maturity date is December 2, 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 April 5, 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. Regional Vice President BORROWER Snyder's Hardware, Inc. t/a Snyder Developers BY: Wi ess PROMISSORY NOTE MODIFICATION AGREEMENT This MODIFICATION to a NOTE made and entered into as of this A0 day of 2010 but effective for all purposes as of , 2010 by and between Integrity Bank, AFTER referred to as 'Bank'l and Snyder's Hardware, Inc. t/a Snyder Developers. WITNESSETH: WHEREAS Borrower executed a Note with the Bank dated December 2, 2005, evidencing a loan in the principal amount of $810,000.00 (hereinafter referred to as "Note'; and WHEREAS, the maturity date is December 2, 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 he extended to July 30, 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. BY: S e Welty Regional Vice President BORROWER Snyder's Hardware, Inc. t/a Snyder Developers BY: Wi ess Richard PRCtWASONYWall mde mcMCAMW to a N7I8 and soured I= m of ft AW-day of? 8010 but Sor ou proposes ee of 31 `? 2010 by sod bovmn Iategft AFrML rettaed to as" %mWj and I= ds Sw,,darDe 4ww. Wt EUM Borrower a mtad s'Now with dw Bak Wed Dsostaher 2,2005,4vkftft o loon itt due p bow smaamt of 1210,000.00 OATIonflarrebtred to = I%bta'x OW WHIMMA& to utrWft dam iaDaaembmr2, 2008 and daeBwowerhas ragaested ad the Baskbu grood to mo ft Ste terms Of the Hole to atdm4d Die moludO? date. NOW, MMUM . fx value etcrw and the mnmd eawwwo end wmetattts lwstada ft amueined, ?atd isdmdia11 jobs hrgsity batted hereby, Sauk ad Sommer euv®nt and agrees es Maws; _ r 1 )Yhe?, ; e r• ?? '? Zn1n ,brill ha e?raaaaa to,? ?? zo1Q.- - 2. All ud" ietats, twad dws. eodatipoUg ma conmined is the aih MM Note U9W to ft atdeat wvd $ d herein AmH t dW* io 15411 Soave sod afloat 3. Bardnwer dml d W:Im v doe indebtedumm in aaxotskmae with the trtme of dig Now ad hwft modified. 111 W11NM WWWF. da Awk ad dos Bormwerhm dossed this Agrmmad io he daty amled oar of due d w sod ywfnt waiMm, iotmdie0 to legally bind tbetaselvva, lb* mpwAft bake, rmpraaudativa6, eeaeseaate. sad aaeig m. Sagioaat Vino Pmddant Bt2MVM tinydeez Utidme, Iva. tla S4gftv9v44eto (2x&A?- BY. a ? - Witt4ms Riobord Snyder, t ONNIIIIIIIIIIIIIN 15W14. 900/tOD IA S83d013A30 MANS 398OLLLQ18 IM Ol ! ki OIOME PROMISSORY NOTE MODIFICAT19NAGREEMENT This MODIFICATION to a NO a and entered into as of this A/day of A" • -2010 but effective for all purposes as of / Zt l 2010 by and between integrity Bank, (HEREINAFTER referred to as "Bank") and Snyder s Hardware, Inc. Us Snyder Developers. WTTNESSETH: WHEREAS Borrower executed a Note with the Bank dated December 2, 2005, evidencing a loan in the principal amount of $810,000.00 (hereinafter referred to as "Note'; 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 hereinafter contained, and intending to be legally bawd 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 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 legaUy bind themselves, their respective heirs, representatives, successors, and assigns. Integri B . St Welty Regional Vice President BORROWER Snyder's Hardware, Inc, Us Snyder Developers BY: C.._ Wi s Richard Snyder rase t PROMISSORY NOTE MODIFICATION AGREEMENT This MODIFICATION to a NOTE ad and entered into as of this 19 day of May, 2011 but effective for all purposes as of 2011 by and between integrity Bank, (HEREINAFTER referred to as'Banlo and Snyder's ware, Inc. t/a Snyder Developers. WTTNESSETH: W11EREAS Borrower executed a Note with the Bank dated December 2, 2005, evidencing a loan in the principal amount of $810,000.00 (hereinafter referred to as "Note"); and WHEREAS, the maturity date is August 1, 201 land the Borrower has requested and the Bank has agreed to modify the terms of the Note. NOW, TBEREFORE, 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. BORROWER Snyder's Hardware, Inc. t/a Snyder Developers BY: Wi' ti, Snyder, 5,dq ,f. 7?.a;. ! . sl?rla C •a 4 4 INTEGRITY BANK, Plaintiff V. IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA No./ 2 - 411 e7 ` r7kLn 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 $898,090.40 along with interest from and following June 18, 2012 at the per diem rate of $95.06 until paid in full, plus costs, has been entered against you and in 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. The sheriff may take your money or other property to pay the judgment at any time after thirty (30) days after the date on which this notice is served on you. You may have legal rights to defeat the judgment or to prevent your money or property from being taken. YOU MUST FILE A PETITION SEEKING RELIEF FROM THE JUDGMENT AND PRESENT IT TO A JUDGE WITHIN THIRTY (30) DAYS AFTER THE DATE ON WHICH THUS NOTICE IS SERVED ON YOU OR YOU MAY LOSE YOUR RIGHTS. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET 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 "e? Date: July 3, 2012 By edric L. ' sly, 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 COUNTY, PENNSYLVANIA No. (a. - ql 7 7 `L V. 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 c-) d/b/a Snyder Developers 100 Knipe Lane 119 West Lancaster Avenue Reading, PA 19607-9440 G Shillington, Pennsylvania 19607 ?q t1t 0 The following address for the Plaintiff is as follows: "5 Integrity Bank 3314 Market Street, Suite 305 - Camp Hill, PA 17011 McNEES WALLACE & NURICK LLC Date: July 3, 2012 By Nedric L. 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) nnisslykmwn.com t D Attorneys for Plaintiff Integrity Bank INTEGRITY BANK, IN THE COURT OF COMMON PLEAS Plaintiff CUMBERLAND COUNTY, PENNSYLVANIA 2-41177 ?lviL V. No. f SNYDER' S HARDWARE, INC., d/b/a SNYDER DEVELOPERS and RICHARD J. SNYDER Defendants CIVIL ACTION - LAW AFFIDAVIT OF NON-MILITARY SERVICE AND LAST-KNOWN ADDRESSES OF RICHARD J. SNYDER COMMONWEALTH OF PENNSYLVANIA : . SS. DAUPHIN COUNTY The undersigned, being duly sworn according to law, deposes and says that to the best of information and belief, Defendant Richard J. Snyder is not in the Military or Naval Service of United States or its Allies, or otherwise within the provisions of the Service Members Civil Re Act, f/k/a the Soldier's and Sailor's Civil Relief Act of 1940, 50 U.S.C. App. 501, et seq. ' Defendant is over eighteen (18) years of age and were last known residing at 100 Knipe L? Reading, PA 19607-9440. Nedric L. Nissly c_ C r ? r SWORN and sub to before me thisday tz cut =C o dimly, 2012. M .?" n 3 ? NWT F PENNSYLVANIA CoM_ M Nom+? ? ? t +i ry ublic \ EUvn M. aa?m?r, Notwy PubcounNc ty -•c ? -- My Commission Expir s ?,m nuo. i, zoi4 ?40W bores (SEAL) F rte: INTEGRITY BANK, IN THE COURT OF COMMON PLEAS Plaintiff CUMBERLAND COUNTY, PENNSYLVANIA V. No. f SNYDER'S HARDWARE, INC., d/b/a SNYDER DEVELOPERS and RICHARD J. SNYDER Defendants CIVIL ACTION -LAW NOTICE OF ENTRY OF JUDGMENT ($810,000 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 $805,242.34 Interest 11,787.34 Late Fees 285.18 Satisfaction Fees 72.00 Attorney's Fees (10%) 81.703.02 Total: $898,090.40* *along with interest accruing at the per diem rate of $95.06 from June 18, 2012, until paid in full, plus costs. neTR• 7 Irlw z - PROTHONOTARY INTEGRITY 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, PENNSYLV No. 12-4177 `-` rrl CC ? r+z ' . ?b CIVIL ACTION - LAW -* C:: RETURN OF SERVICE PURSUANT TO PA. R.C.P. No. 2958.1(c) c` rv 0 'D 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.Igissty, 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 Bunk r`n r, ?f' Z Mlcle Number 7196 9008 9111 4827 2924 1 3. Service Type CERTIFIED MAILTM 4. Re *tWd DeHveryR aDft fee) Dyes t. Amide Addressed tw. Richard J. Snyder 100 Looking Glass Lane Reading, PA 19607-9203 PS A. ReoeW by (Please FrW Ol W- l ;;;Zwentet'7 tlAaddress below 1? 21328-0124 3029 we No r?lt-t7 z t 21328-0124 3029