HomeMy WebLinkAbout12-4179INTEGRITY BANK, IN THE COURT OF COMMON PLEAS
Plaintiff CUMBERLAND COUNTY, PENNSYLVANIA Lh *7
V. No. 12-1117q
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SNYDER'S ROSE PROJECT, LP,
SNYDER'S HARDWARE, INC., and r-
RICHARD J. SNYDER
Defendants CIVIL ACTION - LAW
-v
CONFESSION OF JUDGMENT
($3,640,000.00 Loan) cn
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Pursuant to the authority contained in the Note attached as Exhibit A to the Complaint and
pursuant to the authority contained in the Company Guaranty attached as Exhibit B to the Complaint
pursuant to the authority contained in the Individual Guaranty attached as Exhibit C to the Complaint
filed in the above captioned case, we appear for Defendants Snyder's Rose Project, LP, Snyder's
Hardware, Inc., and Richard J. Snyder, jointly and severally, and confess judgment in favor of
Plaintiff Integrity Bank, and against Defendants, as follows:
Principal $3,640,000.00
Interest 39,098.81
Late Fees 1,137.49
Satisfaction Fees 72.00
Attorney's Fees Q 0%) 367,909.88
Total: $4,048,218.18*
*along with interest accruing at the per diem rate of $379.17 from June 18,
2012, until paid in full, plus costs.
McNEES WALLACE & NURICK LLC
Date: July 3, 2012
Attorneys for Plaintiff Integrity Bank
(717) 232-8000 (Phone)
nnisslynmwn.com .f //J. 6
By
edric 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)
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Nedric L. Nissly
PA Attorney I.D. No. 44233 W C_
McNees Wallace & Nurick LLC r
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100 Pine Street - P.O. Box 1166 1
Harrisburg, PA 17108-1166 ..' cn
(717) 260-1731 (Direct Fax)
(717) 232-8000 (Phone) _
nnisslv(&mwn.com - •'
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Attorneys for Plaintiff Integrity Bank
INTEGRITY BANK, IN THE COURT OF COMMON PLEAS
Plaintiff CUMBERLAND COUNTY, PENNSYLVANIA
V. No. 12- '7 lr? / q 6Vd --7`l°f_eP7
SNYDER'S ROSE PROJECT, LP,
SNYDER' S HARDWARE, INC., and
RICHARD J. SNYDER
Defendants CIVIL ACTION -LAW
COMPLAINT FOR CONFESSION OF JUDGMENT
($3,640,000 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
business at 3345 Market Street, Camp Hill, Pennsylvania 17011.
2. Defendant Snyder's Rose Project, LP, is a Pennsylvania limited partnership hav
address at 119 West Lancaster Avenue, Shillington, Pennsylvania 19607.
3. Defendant Snyder's Hardware, Inc., is a Pennsylvania corporation having an
at 119 West Lancaster Avenue, Shillington, Pennsylvania 19607.
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4. Defendant Richard J. Snyder is an adult individual who resides at 100 Knipe Laie,
Reading, Pennsylvania 19607-9440.
5. On March 18, 2008, Defendant Snyder's Rose Project, LP, (the "B
borrowed from the Bank the sum of $3,640,000.00 (the "Loan") for a business purpose as ev
by a Loan Agreement ("Loan Agreement) and Promissory Note (the "Note") both of even date v i
the Loan, executed and delivered by Borrower in favor of the Bank. Attached hereto as Exhibi# A
and incorporated herein by reference is a true and correct copy of the Loan Agreement and Note.
6. The indebtedness evidenced by the Note is guaranteed by Defendant Snydor's
Hardware, Inc., (the "Company Guarantor") pursuant to a Guaranty and Suretyship Agreement
"Guaranty") executed by Company Guarantor in favor of the Bank. Attached hereto as Exhibij B
and incorporated herein by reference is a true and correct copy of the Company Guaranty
7. The indebtedness evidenced by the Note is also guaranteed by Defendant Richar4 J.
Snyder (the "Individual Guarantor") pursuant to a Guaranty and Suretyship Agreement
"Individual Guaranty") executed by Individual Guarantor in favor of the Bank. Attached hereto as
Exhibit C and incorporated herein by reference is a true and correct copy of the Individual Guaran?y.
8. Pursuant to certain Promissory Note Modification Agreements between the Bank
the Borrower dated as of September 22, 2009, December 21, 2009, January 20, 2010, July 20, 20 0,
August 30, 2010, December 21, 2010 and May 19, 2011 (the "Loan Modification Agreements"), he
maturity date was extended. Attached hereto as Exhibit D and incorporated herein by reference i a
true and correct copy of the Loan Modification Agreements.
9. Borrower has defaulted under the Note (as amended) by failing to make
when due thereunder for a period in excess of 95 days.
10. The Note provides that the Bank may confess judgment against the Borrower aftek 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.
11. Each of the Company Guaranty and Individual Guaranty (each a "Guaranty"
collectively the "Guarantees") provides that the Bank may confess judgment against the Company
Guarantor and the Individual Guarantor (each a "Guarantor" and collectively the
respectively, any time after the amounts thereunder become due for the entire principal balance
and owing 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.
12. The total amount due and owing under the Note and the Guaranty as of June 118,
2012, is itemized as follows:
Principal $3,640,000.00
Interest 39,098.81
Late Fees 1,137.49
Satisfaction Fees 72.00
Attorney's Fees 10%) 367,909.88
Total: $4,048,218.18*
*along with interest accruing at the per diem rate of $379.17 from June 18,
2012, until paid in full, plus costs.
13. All conditions precedent have been satisfied to allow the Bank to confess j
against the Borrower under the Note and against the Guarantors under the Guarantees.
14. The Bank is the holder of the Note and the Guarantees.
15. The Note and the Guarantees were executed and delivered in connection with a
business transaction and judgment is not being entered by confession against a natural person in
connection with a consumer credit transaction.
16. Judgment has not been confessed or entered under the Note or the Guarantees in
other jurisdiction.
17. The 10% attorney's fee commission included in the confessed judgment is
under the Note and the Guarantees is being used to calculate a sum certain for purposes of
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 Rose Project, LP, Snyder's Hardware, Inc., and
J. Snyder, jointly and severally, in the amount of $4,048,218.18 along with interest from and
following June 18, 2012 at the per diem rate of $379.17 until paid in full, plus costs.
McNEES WALLACE & NURICK LLC
Date: July 3, 2012 By
edric L. Niss
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
Attorneys for Plaintiff Integrity Bank
*.5 &A An L- POW
I, Gary G. Klick, Vice President of Integrity Bank, verify that I am audwrized tD melee this
verification on behalf of Integrity Bank, and that the facts contained in the foregoing Complaint for
Confession of Judgment are tree and correct to the best of my knowledge, information and belief and
that the same are made subject to the penalties of 19 Pa. C.S.A. $ 4904 relating to unworn
falsification to authorities.
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Gary G. President
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LOAN AGREEMENT
THIS LOAN AGREEMENT (this "Agreement") is entered into as of March 18, 2
between SNYDER'S ROSE PROJECT, LP, a Pennsylvania limited partnership
"Borrower") and INTEGRITY BANK, a Pennsylvania banking institution, its successors
assigns (the "Bank").
The Borrower and the Bank, with the intent to be legally bound, agree as follows:
1. Loan. The Bank has made or may make a mortgage loan in the original principal
amount of $3,640,000 (the "Loan") to the Borrower to refinance existing indebtedness secured
by a mortgage against a 186-acre +/- tract of unimproved land located at Route 283, in
Londonderry Township, Dauphin County, Pennsylvania (the "Mortgaged Property") and to
fund engineering costs, township fees and an interest reserve for the Loan, subject to the to s
and conditions and upon the representations and warranties of the Borrower set forth in t is
Agreement and in a commitment letter from the Bank (the "Commitment"). The Loan is or ill
be evidenced by a promissory note or notes of the Borrower and all renewals, extensio s,
amendments and restatements thereof (if one or more, collectively, the "Note") acceptable to
the Bank, which shall set forth the interest rate, repayment and other provisions, the terms of
which are incorporated into this Agreement by reference. Defined terms which are of
specifically defined herein shall have the meaning ascribed to them in the other Lo n
Documents.
2. §mr-k-y. 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, obligatioi
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, lot
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 calls
funds or otherwise not being made whole in connection with depository transfer check or off
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 Obligatio
shall secure repayment of all Obligations and a default under any Obligation shall be a defy
under all Obligations.
in
of
(Al 111524:1)
This Agreement, the Commitment, the Note and the Security Documents are collectiv ly
referred to as the "Loan Documents." Capitalized terms not defined herein shall have he
meanings ascribed to them in the Loan Documents.
3. Representations and Warranties. The Borrower hereby makes the following
representations and warranties, which shall be continuing in nature and remain in full force and
effect until the Obligations are paid In full, and which shall be true and correct:
3.1. Existence. Power and Authority. The Borrower is a limited partners ip,
duly organized, validly existing and in good standing under the laws of the Commonwealth of
Pennsylvania and has the power and authority to own and operate its assets and to conduct its
business as now or proposed to be carried on, and is duly qualified, licensed and in g cod
standing to do business in all jurisdictions where Its ownership of property or the nature of its
business requires such qualification or licensing. The Borrower is duly authorized to exec to
and deliver the Loan Documents, all necessary action to authorize the execution and deliver) of
the Loan Documents has been properly taken by its general partner, and the Borrower is d
will continue to be duly authorized to borrow under this Agreement and to perform all of he
other terms and provisions of the Loan Documents.
3.2. Financial Statements. The Borrower has delivered or caused to be
delivered its most recent balance sheet, income statement, statement of cash flows, and ax
returns (as applicable, the "Historical Financial Statements"). The Historical Finan 'al
Statements are true, complete and accurate in all material respects and fairly present he
financial condition, assets and liabilities, whether accrued, absolute, contingent or otherwise nd
the results of the Borrower's operations for the period specified therein. The Historical Finan ial
Statements have been prepared on a tax basis, consistently applied from period to period
subject in the case of interim statements to normal year-end adjustments.
3.3. N Material Aoverse Change. Since the date of the most rent
Financial Statements, the Borrower has not suffered any damage, destruction or loss, and no
event or condition has occurred or exists, which has resulted or could result in a mate 'al
adverse change in its business, assets, operations, financial condition or results of operation.
3.4. Binding ObI1190112ns. The Borrower has full power and authority to enter
into the transactions provided for in this Agreement and has been duly authorized to do so by
appropriate action of the members of its general partner or otherwise as may be required by
law, charter, other organizational documents or agreements; and the Loan Documents, wh n
executed and delivered by the Borrower, will constitute the legal, valid and binding obligation of
the Borrower enforceable in accordance with their respective terms.
3.5. No Defaulits or Violations. There does not exist any Event of Def uit
under this Agreement or any default or violation by the Borrower of or under any of the to s,
conditions or obligations of: (I) its operating agreement or other applicable organizatio al
documents; (11) any indenture, mortgage, deed of trust, franchise, permit, contract, agreement,
or other instrument to which it is a party or by which it is bound; or (iii) any law, regulation,
ruling, order, injunction, decree, condition or other requirement applicable to or imposed upo it
by any law, the action by any court or any governmental authority or agency; and e
consummation of this Agreement and the transactions set forth herein will not result in any su h
default or violation.
JA1111524:1 } 1
2
3.6. Title to Assets. The Borrower has good and marketable title to he
assets reflected on the most recent Financial Statements, free and clear of all liens d
encumbrances, except for (1) current taxes and assessments not yet due and payable, ii)
assets disposed of by the Borrower in the ordinary course of business since the date of e
most recent Financial Statements, and (iii) those liens or encumbrances, If any, specified on e
policy of title insurance delivered to and accepted by the Bank.
3.7. Uti ion. There are no actions, suits, proceedings or govemme tal
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, finan ial
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.
3.8. Tax Returns. The Borrower has filed all returns and reports that are
required to be filed by it in connection with any federal, state or local tax, duty or charge levied,
assessed or imposed upon it or its property or withheld by it, including unemployment, social
security and similar taxes, and all of such taxes have been either paid or adequate reserve or
other provision has been made therefore.
3.9. Employee Benefit Plans. Each employee benefit plan as to which e
Borrower may have any liability complies in all material respects with all applicable provisions of
the Employee Retirement Income Security Act of 1974 ("ERISA"), including minimum fund
requirements, and (i) no Prohibited Transaction (as defined under ERiSA) has occurred th
respect to any such plan, (ii) no Reportable Event (as defined under Section 4043 of ERI )
has occurred with respect to any such plan which would cause the Pension Benefit Guara ty
Corporation to institute proceedings under Section 4042 of ERISA, (iii) the Borrower has of
withdrawn from any such plan or initiated steps to do so, and (iv) no steps have been taken to
terminate any such plan.
3.10. Environmental Matters. To the best of Borrower's knowledge, Borroer
is in compliance, in all material respects, with all Environmental Laws, including, without
limitation, all Environmental Laws in jurisdictions in which the Borrower owns or operates, or s
owned or operated, a facility or site, stores Collateral, arranges or has arranged for disposal or
treatment of hazardous substances, solid waste or other waste, accepts or has accepted or
transport any hazardous substances, solid waste or other wastes or holds or has held a y
interest in real property or otherwise. No litigation or proceeding arising under, relating to o in
connection with any Environmental Law is pending or, to the best of the Borrower's knowledge,
threatened against the Borrower, any real property which the Borrower holds or has held an
interest or any past or present operation of the Borrower. No release, threatened release or
disposal of hazardous waste, solid waste or other wastes is occurring, or to the best oft e
Borrower's knowledge has occurred, on, under or to any real property in which the Borro er
holds any interest or performs any of its operations, in violation of any Environmental Law. As
used in this Section, "litigation or proceeding" means any demand, claim notice, suit, suit in
equity, action, administrative action, investigation or inquiry whether brought by a governmen i
authority or other person, and "Environmentaf Laws" means all provisions of laws, statutes,
ordinances, rules, regulations, permits, licenses, judgments, writs, injunctions, decrees, orders,
awards and standards promulgated by any 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 II
patents, patent rights, trademarks, trade names, service marks, copyrights, intellectual prope ,
(A1111524:1)
3
technology, know-how and processes necessary for the conduct of its business as curre by
conducted that are material to the condition (financial or otherwise), business or operation of
the Borrower.
3.12. Regulatory Matters. No part of the proceeds of the Loan will be used
"purchasing" or "carrying" any "margin stock" within the respective meanings of each of
quoted terms under Regulation U of the Board of Governors of the Federal Reserve System
now and from time to time in effect or for any purpose which violates the provisions of
Regulations of such Board of Governors.
3.13. Solvency. As of the date hereof and after giving effect to
transactions contemplated by the Loan Documents, (i) the aggregate value of the Borror
assets will exceed its liabilities (including contingent, subordinated, unmetured and unliquid
liabilities), (ii) the Borrower will have sufficient cash flow to enable it to pay its debts as
mature, and (iii) the Borrower will not have unreasonably small capital for the business in a
it is engaged.
3.14. D s io re. None of the Loan Documents contains or will contain
untrue statement of material fact or omits or will omit to state a material fact necessary in of
to make the statements contained in this Agreement or the Loan Documents not mislead
There is no fact known to the Borrower which materially adversely affects or, so far as
Borrower can now foresee, might materially adversely affect the business, assets, operatic
financial condition or results of operation of the Borrower and which has not otherwise been i
set forth in this Agreement or in the other Loan Documents.
4. Affirmative Covenants. The Borrower agrees that from the date of execution of
this Agreement until all Obligations have been fully paid and any commitments of the Bank to
the Borrower have been terminated, the Borrower will:
4.1. Books and Records. Maintain books and records on a tax basis a
give representatives of the Bank, upon request, access thereto at all reasonable times, includ
permission to examine, copy and make abstracts from any of such books and records and SL
other information as the Bank may from time to time reasonably request, and the Borrower 1
make available to the Bank, upon request, for examination copies of any reports, statements
returns which the Borrower may make to or file with any governmental department, bureau
agency, federal or state.
4.2. Annual Financial Statements Bad Tax Returns. Furnish the Borro s
Financial Statements to the Bank by April 30 of each year and also furnish the Bank with sign d
copies of its annual federal income tax returns when filed. The Borrower shall also furnish t e
Bank with signed personal financial statements for RICHARD J. SNYDER and Finan al
Statements for SNYDER'S HARDWARE, INC., a Pennsylvania corporation (collective y,
"Guarantor") by April 30 of each year and signed copies of their annual federal income t
returns when filed. "Financial Statements" means consolidated and, if required by the Bank in
its sole discretion, consolidating balance sheets, Income statements and statements of ca ;h
flows for the year, month or quarter together with year-to-date figures and comparative figu s
for the corresponding periods of the prior year.
4.3. Payment of Taxes and Other Charges. Pay and discharge when
all indebtedness and all taxes, assessments, charges, levies and other liabilities imposed i
the Borrower, its income, profits, property or business, except those which currently are I:
{A1111524:1)
4
contested in good faith by appropriate proceedings and for which the Borrower shall have?et
aside adequate reserves or made other adequate provision with respect thereto acceptabl to
the Bank in its sole discretion.
4.4. Maintenance of Existence. Operation and Assets. Do all things
necessary to maintain, renew and keep in full force and effect its organizational existence end
all rights, permits, approvals and franchises necessary to enable it to continue Its business;
continue in operation In substantially the some manner as at present; keep its properties in good
operating condition and repair; and make all necessary and proper repairs, renewals,
replacements, additions and improvements thereto.
4.5. Insurance. Maintain with financially sound and reputable insurers,
insurance with respect to its property and business against such casualties and contingenci as,
of such types and in such amounts as is customary for established companies engaged in he
same or similar business and similarly situated. In the event of a conflict between the provisions
of this Section and the terms of any Security Documents relating to insurance, the provision in
the Security Documents will control.
4.6. 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 to
employment practices and pension benefits or to environmental, occupational and health
standards and controls).
4.7. Additional Reports. Provide prompt written notice to the Bank of he
occurrence of any of the following (together with a description of the action which the Borro%
proposes to take with respect thereto): (1) any Event of Default or potential Event of Default, (it)
any litigation filed by or against the Borrower seeking injunctive relief and/or monetary damag s,
(iii) any Reportable Event or Prohibited Transaction with respect to any Employee Ben fit
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.
4.8. P I ci . Allow the Bank to erect a sign on the Mortgaged Property or
the duration of the term of the Loan, which states that financing was provided by the Bank.
4.9 Use of Proceeds. Borrower shall use the proceeds of the Loan in
following amounts:
Refinance Mortgaged Property $2,500,000
Engineering Fees 800,000
Township Fees 300,000
Interest Reserve 40 000*
Total $3,640,000
*an additional sum of $310,000 shall be available for the payment of interest on the L
from the proceeds of a loan from the Bank to Richard J. and Carole B. Snyder of e
date herewith.
5. Neastlve 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, without the Bank's p or
written consent:
(A1111524:1)
5
5.1. indebtedness. Incur any indebtedness for borrowed money other tha :
(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 respec 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 subordinat on
agreement required in connection with this Agreement.
5.2. Liens and Encumbrances. Except as provided in Section 3.6, cre te,
assume or permit to exist any mortgage, pledge, encumbrance or other security interest or I an
upon any assets now owned or hereafter acquired or enter into any arrangement for he
acquisition of property subject to any conditional sales agreement, except liens secu ng
purchase money indebtedness permitted pursuant to Section 5.1 above.
5.3. Guarantees. Guarantee, endorse or become contingently liable for
obligations of any person, firm or corporation, except in connection with the endorsement
deposit of checks in the ordinary course of business for collection.
5.4. Loans or Advances. Purchase or hold beneficially any stock, o or
securities or evidences of indebtedness of, or make or have outstanding, any loans or advan s
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 Statement or
acceptable to the Bank in its sole discretion.
5.5. Merger or Transfer of Assets. Merge or consolidate with or Into
person, firm or corporation or lease, sell, transfer or otherwise dispose of all, or substantially
of its property, assets and business whether now owned or hereafter acquired.
5.6. Change in Business. Management or Ownership. Make or permit
material change in the nature of its business as carried on as of the date hereof, in
composition of its current management, or in its equity ownership.
5.7. Dividends. Declare or pay any dividends on or make any distribute ns
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 he
principals of the Borrower attributable to the earnings of the Borrower. Notwithstanding he
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 distributions all
not cause the Borrower to be unable to make all required payments on all debt of the Borrower.
6. Events of Default. The occurrence of any of the following will be deemed to
an "Event of Default":
6.1. Covenant Default, The Borrower shall default in the performance of
of the covenants or agreements contained in this Agreement.
6.2. Breach of Warranty. Any Financial Statement, representation,
or certificate made or furnished by the Borrower to the Bank in connection with this A
shall be materially false, Incorrect or incomplete when made,
(Al 111524:11
6
6.3. Other Default. The occurrence of an Event of Default as defined in ?he
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 Loa 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 he
passage of time, provision of notice or both would constitute an Event of Default shall have
occurred and be continuing.
7.2. Authorigp lon Qg21j 2rft The Bank shall have been furnis ed
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 docume is
which the Bank may reasonably request in connection with the transactions provided for in is
Agreement, including without limitation the Note, the Open-End Mortgage, Security Agreement,
Assignment of Leases and Rents and Fixture Filing, this Agreement, the Collateral Assignment
of Agreements Affecting Real Estate, the Collateral Assignment of Agreements of Sale, he
Guaranty and Suretyship Agreement of each Guarantor ("Guaranty"), the Disclosures for
Confession of Judgment relating to the Note and Guaranty, the Spousal Waiver of Carole B.
Snyder relating to the Mortgaged Property, and the Environmental Indemnification Agreement.
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, st to
and local tax payments, that there are no federal, state or local tax liens filed against it, and t at
there are no pending or threatened litigation against the Borrower or affecting the Mortga ed
Property. The Bank shall have received fully executed copies of such other instruments nd
documents which the Bank may reasonably request in connection with the Barrow is
acquisition and/or refinance of the Mortgaged Property.
8. uses. The Borrower agrees to pay the Bank, upon the closing of this
Agreement, and otherwise on demand, all costs and expenses incurred by the Bank in
connection with the preparation, negotiation and delivery of this Agreement and the other Loan
Documents, and any modifications thereto, and the collection of all of Borrower's Obligation to
the Bank, including but not limited to enforcement actions, relating to the Loan, whether throgh
judicial proceedings or otherwise, or in defending or prosecuting any actions or proceedings
arising out of or relating to this Agreement, including reasonable fees and expenses of coun ei
(which may Include costs of in-house counsel), expenses for auditors, appraisers nd
environmental consultants, lien searches, recording and filing fees and taxes. In addition, he
Borrower agrees to pay the Bank a loan commitment fee of &19.750, which shall be due end
payable to the Bank at closing of the Loan and closing of a related loan in the amount of
$310,000 to Richard J. Snyder and Carole B. Snyder to be guaranteed by Borrower end
secured by a mortgage against the Mortgaged Property.
(A1111524:1)
7
9. Increased Costs. On written demand, together with the written evidence of the
justification therefore, the Borrower agrees to pay the Bank, all direct costs incurred and any
losses suffered or payments made by the Bank as a consequence of making the Loan by
reason of any change in law or regulation or its interpretation imposing any reserve, deposit,
allocation of capital or similar requirement (including without limitation, Regulation D of he
Board of Governors of the Federal Reserve System) on the Bank, Its holding company or an of
their respective assets.
10. Miscellaneous.
10.1. Notices. All notices, demands, requests, consents, approvals and ot her
communications required or permitted hereunder must be in writing and will be effective up on
receipt. Such notices and other communications may be hand-delivered, sent by facsim ile
transmission with confirmation of delivery and a copy sent by first-class mail, or sent by
nationally recognized overnight courier service, to a party's address set forth below or to s ch
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: Robert K. Day, Executive Vice President
Facsimile No.: 717-920-3611
Telephone No.: 717-920-3694
To the Borrower: SNYDER'S ROSE PROJECT, LP
119 West Lancaster Avenue
Shiliington, Pennsylvania 19607
Attention: Richard J. Snyder
Facsimile No.: 610-777-9952
Telephone No.: 610-777-9959
10.2. Preservation of RI hts. 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 ny
such right or power. The Bank's rights and remedies hereunder are cumulative and of
exclusive of any other rights or remedies which the Bank may have under other agreements at
law or in equity.
10.3. Il?ge ality. In case any one or more of the provisions contained in t is
Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein shall not in any way be affected or
impaired thereby.
10.4. Changes in 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 specific instance and for the purpose for which given.
(A1111524:1)
8
notice to or demand on the Borrower in any case will entitle the Borrower to any other or
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 F
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 s
constitute one and the same instrument. Delivery of an executed counterpart of a signet
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 Assinns. This Agreement will be binding upon
Inure to the benefit of the Borrower and the Bank and their respective successors and ass
provided, however, that the Borrower may not assign this Agreement in whole or in part wt
the Bank's prior written consent and the Bank at any time may assign this Agreement in %A
or in part.
10.8. Interpretation. In this Agreement, unless the Bank and the Borrower
otherwise agree in writing, the singular includes the plural and the plural the singular; wo ds
importing any gender include the other genders; references to statutes are to be construed as
including all statutory provisions consolidating, amending or replacing the statute referred to; he
word "or" shall be deemed to include "and/or", the words "including", "includes" and "include"
shall be deemed to be followed by the words "without limitation"; references to articles, secti ns
(or subdivisions of sections) or exhibits are to those of this Agreement unless othe se
indicated; and references to agreements and other contractual instruments shall be deeme w
include all subsequent amendments and other modifications to such instruments, but only to he
extent such amendments and other modifications are not prohibited by the terms of is
Agreement. Section headings in this Agreement are included for convenience of reference only
and shall not constitute a part of this Agreement for any other purpose. Unless othe se
specified in this Agreement, all accounting terms shall be interpreted and all account ng
determinations shall be made in accordance with GAAP. If this Agreement is executed by more
than one party as Borrower, the obligations of such persons or entities will be joint and sever I.
10.9. indemni . The Borrower agrees to indemnify each of the Bank,
directors, officers and employees. and each legal entity, If any, who controls the Bank (
"Indemnified Parties") and to hold each Indemnified Party harmless from and against any i
all claims, damages, losses, liabilities and expenses (including, without limitation, all fees
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 wh
may be asserted against any Indemnified Party in connection with or arising out of the matt
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
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 i
suit, action, claim, proceeding or governmental investigation, pending or threatened, whet
based on statute, regulation or order, or tort, or contract or otherwise, before any court
{A1111524:1}
9
governmental authority, which arises out of or relates to this Agreement, any other Lean
Document, or the use of the proceeds of the Loan; orovided, however, that the foreg Ing
indemnity agreement shall not apply to claims, damages, losses, liabilities and expenses so eiy
attributable to an Indemnified Party's negligence or willful misconduct. The indem ity
agreement contained in this Section shall survive the termination of this Agreement, payment of
any Loan and assignment of any rights hereunder. The Borrower may participate at its expe se
in the defense of any such action or claim.
10.10. Assionments and Participations At any time, without any notice to he
Borrower, the Bank may sell, assign, transfer, negotiate, grant participations in, or othe !so
dispose of all or any part of the Bank's interest in the Loan. The Borrower hereby authorizes he
Bank to provide, without any notice to the Borrower, any information concerning the Borro er,
including information pertaining to the Borrower's financial condition, business operation or
general creditworthiness, to any person or entity which may succeed to or participate in al or
any part of the Bank's interest in the Loan.
10.11. Govennina Law: Jurisdiction: Venue. This Agreement has b
delivered to and accepted by the Bank and will be deemed to be made in the Commonwealt
Pennsylvania. THIS AGREEMENT WILL BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF
PARTIES HERETO DETERMINED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH
PENNSYLVANIA, EXCLUDING ITS CONFLICT OF LAWS RULES. The Borrower hereby irrevoG
consents to the exclusive jurisdiction of the Court of Common Pleas of Cumberland Cou
Pennsylvania; provided that nothing contained in this Agreement will prevent the Bank f
bringing any action, enforcing any award or judgment or exercising any rights against
Borrower individually, against any security or against any property of the Borrower within
other county, state or other foreign or domestic jurisdiction. The Bank and the Borrower ac
that the venue provided above is the most convenient forum for both the Bank and
Borrower. The Borrower waives any objection to venue and any objection based on a IT
convenient forum in any action instituted under this Agreement.
10.12. WAIVER OF j RY 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 WAVER
KNOWING AND VOLUNTARY.
[SIGNATURES APPEAR ON FOLLOWING PAGE]
Of
OF
4E
IS
{AII11524:1)
10
The Borrower acknowledges that it has read and understands all the provisions
this Agreement, including the waiver of jury trial, and has been advised by counsel
necessary or appropriate.
WITNESS the due execution hereof as a document under seal, as of the date 1
written above.
BORROWER:
Witness:
SNYDER'S ROSE PROJECT, LP,
a Pennsylvania limited partnership
By: Snyder's Rose Project, LLC,
a Pennsylvania limited liability company,
its sole goneCal partner
By
BANK:
Richard J. Snfler, Manager
INTEGRITY BANK
f
Steven P. Welty,
Regional Vice President
of
as
Iirst
{A1111524:1}
11
PROMISSORY NOTE
$3,640,000 March 18,
FOR VALUE RECEIVED, SNYDER'S ROSE PROJECT, LP, a Pennsylvania lira
partnership (the "Borrower"), with an address of 119 West Lancaster Avenue, Shilling
Pennsylvania 19607, promises to pay to the order of INTEGRITY BANK, a Pennsylvo
banking institution, its successors and assigns (the "Bank"), in lawful money of the Ur
States of America in immediately available funds at its offices located at 3345 Market Str
Camp Hill, Pennsylvania 17011, or at such other location as the holder of this Promissory P
(this "Note") may designate from time to time, the principal sum of Three Million Six Hunc
Forty Thousand Dollars ($3,640,000), together with interest accruing on the outstan(
principal balance from the date hereof; as provided below:
1. Rate of Interest.
a. Commencing on the date hereof and continuing for until the Maturity [
(as defined herein), amounts outstanding under this Note will gear interest at a floating rate
annum (the "Floating Rate"), which is at all times equal to one-half of one percentage p
(.50%) in excess of the Prime Rate (as defined herein).
b. Interest will be calculated on the basis of a year of 360 days for the
number of days in each interest period.
C. "Prime Rate" shall mean the rate published from time to time as
"prime rate" in the Money Rates table of The Wall Street Journal. The Prime Rate does
necessarily reflect the lowest rate of interest actually charged by the Bank to any particular cl+
or category of customers. If and when the Prime Rate changes, the Floating Rate will char
automatically without notice to the Borrower, effective on the date of any such change. In
event will the rate of interest hereunder exceed the maximum rate allowed by law.
2. Payment Terms.
a. Commencing on April 18, 2008 and continuing on the same day of e
month thereafter, monthly payments of interest only shall be due and payable based on
Floating Rate. Such interest payments, up to the sum of $350,000, shall be funded from
interest reserve established under the terms of the Loan Agreement and from the proceeds c
non-revolving line of credit loan from the Bank to Richard J. and Carole B. Snyder of even d
herewith in the amount of $310,000. After such interest reserve is depleted, Borrower shall I
all payments due hereunder.
b. Any unpaid principal together with interest due thereon if not sooner
shall be due and payable on September 18, 2009 (the "Maturity Date").
C. If any payment under this Note shall become due on a Saturday, Sund
or public holiday under the laws of the Commonwealth of Pennsylvania, such payment shall
made on the next succeeding business day and such extension of time shall be included
computing interest in connection with such payment. From and after the occurrence of an Eve
of Default (as hereinafter defined) the Borrower hereby authorizes the Bank to charge tl
Borrower's deposit account at the Bank for any payment when due. Payments moeived will
(A1111668:1)
applied to charges, fees and expenses (including attorneys' fees), accrued interest and prlncl?al
in any order the Bank may choose, in its sole discretion.
3. Late Pavmeats., 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 su h
payment. Upon maturity, whether by acceleration, demand or otherwise, and at the Ban 's
option upon the occurrence of any Event of Default (as hereinafter defined) and during tie
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 rte
allowed by law (the "Default Rate"). The Default Rate shall continue to apply whether or of
judgment shall be entered on this Note. Both the Late Charge and the Default Rate re
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 Ban 's
exercise of any rights and remedies hereunder, under the other Loan Documents or un er
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 Bar k,
and that the actual harm incurred by the Bank cannot be estimated with certainty and without
difficulty.
4. Non-Revolving Line of Credit. This Note evidences a straight non-revolving
line of credit. Once the total amount of principal has been advanced, Borrower is not entitled to
further advances on the Loan.
5. Prepayment. 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 tie
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 tie
future be granted to the Bank to secure this Note.
7. Events of Default. The occurrence of any of the following events will
deemed to be an "Event of Default" under this Note: (i) the nonpayment of any princip I,
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 a y
other debt, liability or obligation of Borrower to the Bank, or of any Obligor in connection w th
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 simi r
proceeding (and, in the case of any such proceeding instituted against any Obligor, su h
proceeding is not dismissed or stayed within 60 days of the commencement thereof); (iv) a y
assignment by any Obligor for the benefit of creditors, or any levy, gamishment, attachment or
(A7111568:1)
2
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 n
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
attachment against any collateral securing the obligations of any Obligor to the Bank; (vii) e
entry of a final judgment against any Obligor in excess of $25,000 and the failure of su h
Obligor to discharge the judgment or otherwise bond off any judgment lien resulting therefro
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 n
part, of any guarantee by any Guarantor; (xi) the death or legal incompetency of any individu I
Obligor; (xil) any representation or warranty made by any Obligor to the Bank in any Lo n
Document, or any other documents now or in the future evidencing or securing the obligabo s
of any Obligor to the Bank, proves to be false, erroneous or misleading in any material respe t
as of the date made; or (xili) any Obligor's failure to observe or perform any covenant or oth r
agreement with the Bank contained in any Loan Document or any other documents now or n
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 (i )
above shall occur, the outstanding principal balance and accrued interest hereunder together
with any additional amounts payable hereunder shall be immediately due and payable witha it
demand or notice of any kind; (c) if any other Event of Default shall occur, the outstandi g
principal balance and accrued interest hereunder together with any additional amounts payab e
hereunder, at the Bank's option and without demand or notice of any kind, may be accelerat
and become immediately due and payable; (d) at the Bank's option, this Note will bear inter it
at the Default Rate from the date of the occurrence of the Event of Default; and (e) the Bar k
may exercise from time to time any of the rights and remedies available under the Lo n
Documents or under applicable law.
8. Power to Confess Judgment. The Borrower hereby empowers any attorny
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 enti e
principal balance of this Note, all accrued interest and all other amounts due hemun r
or under any of the other Loan Documents, together with costs of suit and an aftorney's
commission of the greater of 5% of such principal and interest or $5,000 added as
reasonable attorney's fee, and for doing so, this Note or a copy verified by affidavit sh l
be a sufflclent warrant. The Borrower hereby forever waives and releases all errors
said proceedings and all rights of appeal and all relief from any and all appraiseme
stay or exemption laws of any state now in force or hereafter enacted. Interest on t
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 f
judgments, shall be deemed to exhaust the power, whether or not any such exercis
shall be held by any court to be invalid, voidable, or void, but the power shall continu
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 an
(A1111568:1)
3
costs. Notwithstanding the attorney's commission provided for in the precedi
paragraph (which is included in the warrant for purposes of establishing a sum certal
the amount of attorneys' fees that the Bank may recover from the Borrower shall r
exceed the actual attorneys' fees incurred by the Bank.
9. Rlaht of Setoff. In addition to all liens upon and rights of setoff against
Borrower's money, securities or other property given to the Bank by law, the Bank shall h
with respect to the Borrower's obligations to the Bank under this Note and to the er
permitted by law, a contractual possessory security interest in and a contractual right of si
against, and the Borrower hereby assigns, conveys, delivers, pledges and transfers to the E
all of the Borrower's right, title and interest in and to, all of the Borrower's deposits, mon,
securities and other property now or hereafter in the possession of or on deposit with, c
transit to, the Bank, whether held in a general or special account or deposit, whether held jo
with someone else, or whether held for safekeeping or otherwise, excluding, however, all I
Keogh, and trust accounts. Every such security interest and right of setoff may be exerc
without demand upon or notice to the Borrower following the occurrence of an Event of Deli
Every such right of setoff shall be deemed to have been exercised immediately upon
occurrence of an Event of Default hereunder without any action of the Bank, although the E
may enter such setoff on its books and records at a later time.
10. Miscellaneous. All notices, demands, requests, consents, approvals and oth
communications required or permitted hereunder must be in writing (except as may be agre
otherwise above with respect to borrowing requests) and will be effective upon receipt. Su
notices and other communications may be hand-delivered, sent by facsimile transmission w
confirmation of delivery and a copy sent by first-class mail, or sent by nationally recognize
overnight courier service, to the addresses for the Bank and the Borrower set forth above or
such other address as either may give to the other in writing for such purpose. No delay
omission on the Bank's part to exercise any right or power arising hereunder' will impair a
such right or power or be considered a waiver of any such right or power, nor will the Bani
action or inaction impair any such right or power. No modification, amendment or waiver of a.
provision of this Note nor consent to any departure by the Borrower therefrom will be effect!
unless made in a writing signed by the Bank. The Borrower agrees to pay on demand, to tl
extent permitted by law, all costs and expenses incurred by the Bank in the enforcement of
rights in this Note and in any security therefor, including without limitation reasonable fees ai
expenses of the Bank's counsel. If any provision of this Note is found to be invalid by a cou
all the other provisions of this Note will remain in full force and effect. The Borrower and
other makers and indorsers of this Note hereby forever waive presentment, protest, notice
dishonor and notice of non-payment. This Note shall bind the Borrower and its successors al
assigns, and the benefits hereof shall inure to the benefit of the Bank and its successors ai
assigns; provided, however, that the Borrower may not assign this Note in whole or in pi
without the Bank's written consent and the Bank at any time may assign this Note in whole or
part.
This Note has been delivered to and accepted by the Bank and will be deemed to
made in the Commonwealth of Pennsylvania.. THIS NOTE WILL BE INTERPRETED AND THE RIGF
AND LIABILITIES OF THE BANK AND THE BORROWER DETERMINED IN ACCORDANCE WITH THE LAWS
COMMONWEALTH OF PENNSYLVANIA, EXCLUDING ITS CONFLICT OF LAWS RULES. The Borror
hereby irrevocably consents to the exclusive jurisdiction of the Court of Common Pleas
Cumberland County, Pennsylvania; provided that nothing contained in this Note will prevent
Bank from bringing any action, enforcing any award or judgment or exercising any rights agai
the Borrower individually, against any security or against any property of the Borrower wit
{A1111588:1)
4
any other county, state or other foreign or domestic jurisdiction. The Borrower acknowle4
and agrees that the venue provided above is the most convenient forum for both the Bank
the Borrower. The Borrower waives any objection to venue and any objection based on a r
convenient forum in any action instituted under this Note.
11. WAIVER OF JURY TRIAL. THE BORROWER IRREVOCABLY WANES ANY AND 1
RIGHTS THE BORROWER MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR CLAIM
ANY NATURE RELATING TO THIS NOTE, ANY DOCUMENTS EXECUTED IN CONNECTION WITH THIS Nt
OR ANY TRANSACTION CONTEMPLATED IN ANY OF SUCH DOCUMENTS. THE BORROVI
ACKNOWLEDGES THAT THE FOREGOING WAIVER IS KNOWING AND VOLUNTARY.
The Borrower acknowledges that it has read and understands all the provisions
this Note, including the confession of judgment and waiver of jury trial, and has be
advised by counsel as necessary or appropriate.
WITNESS the due execution of this Note as a document under seal, as of the date
written above, with the intent to be legally bound hereby.
BORROWER:
Witness:
SNYDER'S ROSE PROJECT, LP,
a Pennsylvania limited partnership
By: Snyder's Rose Project, LLC,
a Pennsylvania limited liability company,
its sole ge I pa er
By Ei
Richard J. S *der, Manager
(Ai 111568:1)
5
DISCLOSURE FOR CONFESSION OF JUDGMENT
Undersigned: SNYDER'S ROSE PROJECT, LP
119 West Lancaster Avenue
Shillington, Pennsylvania 19607
Lender: INTEGRITY BANK
3345 Market Street
Camp Hill, Pennsylvania 17011
The undersigned has executed, and/or is executing, on or about the date hereof, the
documents under which the undersigned is obligated to repay monies to Lender:
Promissory Note - $3,640,000
A. THE UNDERSIGNED ACKNOWLEDGES AND AGREES THAT THE ABOVE DOCUMENTS CON
PROVISIONS UNDER WHICH LENDER MAY ENTER JUDGMENT BY CONFESSION AGAINST THE UNDERSIGNED. 8
FULLY AWARE OF ITS RIGHTS TO PRIOR NOTICE AND A HEARING ON THE VALIDITY OF ANY JUDGMENT OR Or
CLAIMS THAT MAY BE ASSERTED AGAINST IT BY LENDER THEREUNDER BEFORE JUDGMENT IS ENTERED,
UNDERSIGNED HEREBY FREELY, KNOWINGLY AND INTELLIGENTLY WAIVES 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 CON
PROVISIONS UNDER WHICH LENDER MAY, AFTER ENTRY OF JUDGMENT AND WITHOUT EITHER NOTICE
HEARING, FORECLOSE UPON, ATTACH, LEVY, TAKE POSSESSION OF OR OTHERWISE SEIZE PROPERTY OF
UNDERSIGNED IN FULL OR PARTIAL PAYMENT OF THE JUDGMENT. BEING FULLY AWARE OF ITS RIGHTS Al
JUDGMENT IS ENTERED (INCLUDING THE RIGHT TO MOVE TO OPEN OR STRIKE THE JUDGMENT), THE UNDERSIC
HEREBY FREELY, KNOWINGLY AND INTELLIGENTLY WAIVES ITS RIGHTS TO NOTICE AND A HEARING
EXPRESSLY AGREES AND CONSENTS TO LENDER'S TAILING SUCH ACTIONS AS MAY BE PERMITTED UN
APPLICABLE STATE AND FEDERAL LAW WITHOUT PRIOR NOTICE TO THE UNDERSIGNED.
Y
A
C. The undersigned certifies that a representative of Lender specifically called the confession of
judgment provisions in the above documents to the attention of -the undersigned, and/or that e
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: March 18, 2008
Witness:
(A1111568:1)
SNYDER'S ROSE PROJECT, LP,
a Pennsylvania limited partnership
By: Snyder's Rose Project, LLC,
a Pennsylvania limited liability company,
its sole rai p er
By FJ
Richard J. nnder. Manaaer
6
GUARANTY AND SURETYSHIP AGREEMENT
THIS GUARANTY AND SURETYSHIP AGREEMENT (this "Guaranty") is entered it
as of March 18, 2008, by SNYDER'S HARDWARE, INC., a Pennsylvania corporati
("Guarantor"), with an address at 119 West Lancaster Avenue, Shillington, Pennsylvar
19607, in consideration of the extension of credit by INTEGRITY BANK, a Pennsylvar
banking institution, its successors and assigns ("Bank"), with an address at 3345 Mari
Street, Camp Hill, Pennsylvania 17011 to SNYDEWS ROSE PROJECT, LP, a Pennsylvar
limited partnership ("Borrower"), and other good and valuable consideration, the receipt a
sufficiency of which are hereby acknowledged.
1. Guaranty of Obliooons. The Guarantor hereby guarantees, and becom
surety for, the prompt payment and performance of: all loans, advances, debts, liabilitit
obligations, covenants and duties owing by the Borrower to the Bank, of any kind or natui
present or future (including any interest accruing thereon after maturity, or after the filing of a
petition in bankruptcy, or the commencement of any insolvency, reorganization or Ii
proceeding relating to the Borrower, whether or not a claim for post-filing or post-petition inters
is allowed in such proceeding), whether or not evidenced by any note, guaranty or oth
instrument, whether arising under any agreement, instrument or document, whether or not 1
the payment of money, whether arising by reason of an extension of credit, opening of a letter
credit, loan, equipment lease or guarantee, under any interest or currency swap, future, optic
or other interest rate protection or similar agreement, or in any other manner, whether arisii
out of overdrafts on deposit or other accounts or electronic funds transfers (whether throul
automated clearing houses or otherwise) or out of the Bank's non-receipt of or inability to colk
funds or otherwise not being made whole in connection with depository transfer check or oth
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 ai
expenses of the Bank incurred in the documentation, negotiation, modification, erforcemei
collection or otherwise in connection with any of the foregoing, including reasonable attome?
fees and expenses (collectively, the "Obligations").
If the Borrower defaults under any such Obligations, the Guarantor will pay the amount of tl
Obligations to the Bank. Until the Obligations are indefeasibly paid in full, Guarantors liabil
hereunder shall not be reduced in any manner whatsoever by any amounts which the Bank m;
realize before or after maturity of the Obligations, by acceleration or otherwise, as a result
payments made by or on behalf of the Borrower or by or on behalf of any other person or ent
other than the Guarantor primarily or secondarily liable for the Obligations or any part thereof,
otherwise credited to the Borrower or such person or entity, or as a result of the exercise of tl
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
collection and the Bank shall not be required, as a condition of the Guarantor's liability, to mal
any demand upon or to pursue any of its rights against the Borrower, or to pursue any righ
which may be available to it with respect to any other person who may be liable for the payme
of the Obligations.
This is an absolute, unconditional, irrevocable and continuing guaranty and will remain
full force and effect until all of the Obligations have been indefeasibly paid in full, and the Bar
has terminated this Guaranty. This Guaranty will remain in full force and effect even if there
JA1111849:1)
no principal balance outstanding under the Obligations at a particular time or from time to ti e.
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 oft e
Obligations or any guaranty, or by any irregularity, unenforceability or invalidity of any oft the
Obligations or any part thereof or any security or other guaranty thereof. The Guaranto s
obligations hereunder shall not be affected, modified or impaired by any counterclaim, set- ff,
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 Borror
from time to time, notice of default, diligence, presentment, notice of dishonor, protest, dema d
for payment, and any defense based upon the Bank's failure to comply with the noti
requirements of the applicable version of Uniform Commercial Code § 9-610 are hereby waive d.
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 oft e
Guarantor, and without impairing or releasing, discharging or modifying the Guaranto '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) rene ,
substitute, modify, amend or alter, or grant consents or waivers relating to any oft e
Obligations, any other guaranties, or any security for any Obligations or guaranties; (c) ap ly
any and all payments by whomever paid or however realized including any proceeds of a y
collateral, to any Obligations of the Borrower in such order, manner and amount as the Ba k
may determine in its sole discretion; (d) settle, compromise or deal with any other pers n,
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 secu ty
or guaranty; or (f) take such actions and exercise such remedies hereunder as provided herei .
3. Repayments or Recovery from the Bank. If any demand is made at any ti e
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 y
reason of any judgment, decree or order of any court or administrative body or by reason of a y
settlement or compromise of any such demand, the Guarantor will be and remain list le
hereunder for the amount so repaid or recovered to the same extent as if such amount h d
never been received originally by the Bank. The provisions of this section will be and rem in
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 lWements. 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 Ba k
such information relating to the Guarantor's affairs (including but not limited to annual financial
statements and tax returns for the Guarantor).
5. Enforceabliky of Oblgations. No modification, limitation or discharge oft the
Obligations arising out of or by virtue of any bankruptcy, reorganization or similar proceeding r
relief of debtors under federal or state law will affect, modify, limit or discharge the Guarantor's
liability in any manner whatsoever and this Guaranty will remain and continue in full force arid
(Al 111849:1)
2
effect and will be enforceable against the Guarantor to the same extent and with the same for
and effect as if any such proceeding had not been instituted. The Guarantor waives all Ngt
and benefits which might accrue to it by reason of any such proceeding and will be liable to t
full extent hereunder, irrespective of any modification, limitation or discharge of the liability of t
Borrower that may result from any such proceeding.
6. Events of Default. The occurrence of any of the following shall be an "Event
Default": (1) any Event of Default (as defined in any of the Loan Documents); (ii) any defa
under any of the Loan Documents that does not have a defined set of "Events of Default" ai
the lapse of any notice or cure period provided In such Obligations with respect to such defat
(iii) demand by the Bank under any of the instruments or agreements giving rise to any of tl
Obligations that have a demand feature; (iv) the Guarantor's failure to perform any of
obligations hereunder; (v) the falsity, inaccuracy or material breach by the Guarantor of a
written warranty, representation or statement made or furnished to the Bank by or on behalf
the Guarantor, or (vi) the termination or attempted termination of this Guaranty. Upon tl
occurrence of any Event of Default, (a) the Guarantor shall pay to the Bank the outstandii
amount of the Obligations; or (b) on demand of the Bank, the Guarantor shall immediate
deposit with the Bank, In U.S. dollars, the outstanding amount of the Obligations, and the Ba
may at any time use such funds to repay the Obligations; or (c) the Bank in its discretion m+
exercise with respect to any collateral any one or more of the rights and remedies provided
secured party under the applicable version of the Uniform Commercial Code; or (d) the Bank
its discretion may exercise from time to time any other rights and remedies available to it at la
in equity or otherwise.
7. Riaht of Setoff. In addition to all liens upon and rights of setoff against tl
Guarantor's money, securities or other property given to the Bank by law, the Bank shall hav
with respect to the Guarantor's obligations to the Bank under this Guaranty and to the exte
permitted by law, a contractual possessory security interest in and a contractual right of sets
against, and the Guarantor hereby assigns, conveys, delivers, pledges and transfers to tl
Bank all of the Guarantor's right, title and interest in and to, all of the Guarantor's deposit
moneys, securities and other property now or hereafter in the possession of or on deposit wit
or in transit to, the Bank, whether held in a general or special account or deposit, whether he
jointly with someone else, or whether held for safekeeping or otherwise, excluding, however,
IRA, Keogh, and trust accounts. Every such security interest and right of setoff may I
exercised without demand upon or notice to the Guarantor. Every such right of setoff shall I
deemed to have been exercised immediately upon the occurrence of an Event of Defai
hereunder without any action of the Bank, although the Bank may enter such setoff on its bool
and records at a later time.
8. Collateral. This Guaranty is secured by the property described in any collater
security documents which the Guarantor executes and delivers to the Bank and by such oth
collateral as previously may have been or may in the future be granted to the Bank to secu
any obligations of the Guarantor to the Bank.
9. Costs. To the extent that the Bank incurs any costs or expenses in protecting
enforcing its rights under the Obligations or this Guaranty, including reasonable attorneys' fet
and the costs and expenses of litigation, such costs and expenses will be due on demand, w
be included in the Obligations and will bear interest from the incurring or payment thereof at tt
Default Rate (as defined in any of the Obligations).
JA1111849:1)
3
10. Postponement of Sub on. Until the Obligations are indefeasibly paid n
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
subrogation rights with respect to payments made hereunder, and (b) any realization on a y
property of the Borrower, including participation in any marshalling of the Borrower's assets.
11. Power to Confess Judgment. The Guarantor hereby empowers ai
attorney of any court of record, after the occurrence of any Event of Default hereunder,
appear for the Guarantor and, with or without complaint filed, confess judgment, or
series of judgments, against the Guarantor in favor of the Bank for the amount of ti
Obligations, together with interest thereon at the Default Rate set forth In the Note, cos
of suit and an attorney's commission of the greater of 5% of such principal and intere
or $5,000 added as a reasonable attorney's fee, and for doing so, this Guaranty or a col
verified by affidavit shall be a sufficient warrant. The Guarantor hereby forever waiv4
and releases all errors in said proceedings and all rights of appeal and all relief from ar
and all appraisement, stay or exemption laws of any state now in force or hereaft
enacted.
No single exercise of the foregoing power to confess judgment or a series of judgment
shall be deemed to exhaust the power, whether or not any such exercise shall be held i
any court to be invalid, voidable, or void, but the power shall continue undiminished ai
it may be exercised from time to time as often as the Bank shall elect until such time
the Bank shall have received payment in full of the outstanding balance due on tl
Obligations and costs. Notwithstanding the attorney's commission provided for in tl
preceding paragraph (which is included in the warrant for purposes of establishing
sum certain), the amount of attorneys' fees that the Bank may recover from tl
Guarantor shall not exceed the actual attorneys' fees incurred by the Bank.
12. Notices. All notices, demands, requests, consents, approvals and oth
communications required or permitted hereunder must be in writing and will be effective upi
receipt. Such notices and other communications may be hand-delivered, sent by facsim
transmission with confirmation of delivery and a copy sent by first-class mail, or sent
nationally recognized overnight courier service, to the addresses for the Bank and ti
Guarantor set forth above or to such other address as one may give to the other in writing f
such purpose.
13. Preservation of Rights. No delay or omission on the Bank's part to exercii
any right or power arising hereunder will impair any such right or power or be considered
waiver of any such right or power, nor will the Bank's action or inaction impair any such right
power. The Bank's rights and remedies hereunder are cumulative and not exclusive of al
other rights or remedies which the Bank may have under other agreements, at law or in equil
The Bank may proceed in any order against the Borrower, the Guarantor or any other obligor c
or any collateral securing, the Obligations.
14. Illegality. In case any one or more of the provisions contained in this Guaran
should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceabili
of the remaining provisions contained herein shall not in any way be affected or impaire
thereby.
15. Changes in Writing. No modification, amendment or waiver of any provision
this Guaranty nor consent to any departure by the Guarantor therefrom. will be effective unle,
JA1111849:11
4
made in a writing signed by the Bank, and then such waiver or consent shall be effective only
the specific instance and for the purpose for which given. No notice to or demand on tl
Guarantor in any case will entitle the Guarantor to any other or further notice or demand in tl
same, similar or other circumstance.
16. Entire Agreement. This Guaranty (including the documents and instrumer
referred to herein) constitutes the entire agreement and supersedes all other prior agreemer
and understandings, both written and oral, between the Guarantor and the Bank with respect
the subject matter hereof; provided, however, that this Guaranty is in addition to, and not
substitution for, any other guarantees from the Guarantor to the Bank.
17. Successors alid Anions. This Guaranty will be binding upon and inure to tl
benefit of the Guarantor and the Bank and their respective successors and assigns; rovi e
however, that the Guarantor may not assign this Guaranty in whole or in part without the BanN
prior written consent and the Bank at any time may assign this Guaranty in whole or in part.
18. Interpretgtion. In this Guaranty, unless the Bank and the Guarantor otherwi:
agree in writing, the singular includes the plural and the plural the singular; references
statutes are to be construed as including all statutory provisions consolidating, amending
replacing the statute referred to; the word "or" shall be deemed to include "and/or", the won
"including", "includes" and "include" shall be deemed to be followed by the words "withc
limitation"; and references to sections or exhibits are to those of this Guaranty unless otherwi:
indicated. Section headings in this Guaranty are included for convenience of reference only ai
shall not constitute a part of this Guaranty for any other purpose. If this Guaranty is executed I
more than one party as Guarantor, the obligations of such persons or entities will be joint al
several.
19. Ind mni . The Guarantor agrees to indemnify each of the Bank, its director
officers and employees and each legal entity, if any, who controls the Bank (the "Indemnifli
Parties") and to hold each Indemnified Parry harmless from and against any and all clairr
damages, losses, liabilities and expenses (including all fees and charges of internal or exterr
counsel with whom any Indemnified Party may consult and all expenses of litigation
preparation therefor) which any Indemnified Party may incur or which may be asserted agair
any Indemnified Party as a result of the execution of or performance under this Guarani
provided, owever, that the foregoing indemnity agreement shall not apply to claims, damage
losses, liabilities and expenses solely attributable to an Indemnified Party's gross negligence
willful misconduct. The indemnity agreement contained in this Section shall survive ti
termination of this Guaranty. The Guarantor may participate at its expense in the defense
any such claim.
20. Goveminsaf Law and Jurisdiction. This Guaranty has been delivered to at
accepted by the Bank and will be deemed to be made in the Commonwealth of Pennsylvani
THIS GUARANTY WILL BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF TH'E BANK AND T1
GUARANTOR DETERMINED IN ACCORDANCE WITH THE LAWS OF COMMONWEALTH OF'PENNSYLVANI
EXCLUDING ITS CONFLICT OF LAWS RULES. The Guarantor hereby irrevocably consents to ti
exclusive jurisdiction of the Court of Common Pleas of Cumberland County, Pennsylvani
provided that nothing contained in this Guaranty will prevent the Bank from bringing any actin
enforcing any award or judgment or exercising any rights against the Guarantor individuall
against any security or against any property of the Guarantor within any other county, state
other foreign or domestic jurisdiction. The Guarantor acknowledges and agrees that the vent
provided above is the most convenient forum for both the Bank and the Guarantor. Ti
JAI 111849:1)
Guarantor waives any objection to venue and any objection based on a more convenient fort
in any action instituted under this Guaranty.
21. WAIVER OF JURY TRIAL. THE GUARANTOR IRREVOCABLY WAIVES AP
AND ALL RIGHT THE GUARANTOR MAY HAVE TO A TRIAL BY JURY IN ANY ACTIO
PROCEEDING OR CLAIM OF ANY NATURE RELATING TO THIS GUARANTY, AP
DOCUMENTS EXECUTED IN CONNECTION WITH THIS GUARANTY OR A?
TRANSACTION CONTEMPLATED IN ANY OF SUCH DOCUMENTS. THE GUARANTC
ACKNOWLEDGES THAT THE FOREGOING WAIVER IS KNOWING AND VOLUNTARY.
The Guarantor acknowledges that It has read and understands all the provisioi
of this Guaranty, including the confession of judgment and waiver of jury ' trial, and hi
been advised by counsel as necessary or appropriate.
WITNESS the due execution hereof as a document under seal, as of the date fli
written above, with the intent to be legally bound hereby.
ATTESTIWITNESS: SNYDER'S HARDWARE, INC.,
a Pennsylv ' co tion
By
/5" Richard J. Sny r, resident
(Al 111849:1)
6
DISCLOSURE FOR CONFESSION OF JUDGMENT
Undersigned: SNYDER'S HARDWARE, INC.
119 West Lancaster Avenue
Shillington, Pennsylvania 19607
Lender: INTEGRITY BANK
3345 Market Street
Camp Hill, Pennsylvania 17011
The undersigned has executed, and/or is executing, on or about the date hereof, a Guaranty nd
Suretyship Agreement, in respect of the obligations owed to Lender by, SNYDER'S ROSE PROJE T,
LP, a Pennsylvania limited partnership, under which the undersigned is obligated to repay monle to
Lender.
A. THE UNDERSIGNED ACKNOWLEDGES AND AGREES THAT THE ABOVE DOCUMENT CONT NS
PROVISIONS UNDER WHICH LENDER MAY ENTER JUDGMENT BY CONFESSION AGAINST THE UNDERSIGNED. BE NG
FULLY AWARE OF ITS RIGHTS TO PRIOR NOTICE AND A HEARING ON THE VALIDITY OF ANY JUDGMENT OR O ER
CLAIMS THAT MAY BE ASSERTED AGAINST IT BY LENDER THEREUNDER BEFORE JUDGMENT IS ENTERED, E
UNDERSIGNED HEREBY FREELY, KNOWINGLY AND INTELLIGENTLY WAIVES THESE RIGHTS AND EXPRE LY
AGREES AND CONSENTS TO LENDER'S ENTERING JUDGMENT AGAINST IT BY CONFESSION PURSUANT TO E
TERMS THEREOF.
B. THE UNDERSIGNED ALSO ACKNOWLEDGES AND AGREES THAT THE ABOVE DOCUMENT CONT
PROVISIONS UNDER WENCH LENDER MAY, AFTER ENTRY OF JUDGMENT AND WITHOUT EITHER NOTICE 0 A
HEARING, FORECLOSE UPON, ATTACH, LEVY, TAKE POSSESSION OF OR OTHERWISE SEIZE 'PROPERTY OF E
UNDERSIGNED IN FULL OR PARTIAL PAYMENT OF THE JUDGMENT. BEING FULLY AWARE OF ITS RIGHTS R
JUDGMENT IS ENTERED (INCLUDING THE RIGHT TO MOVE TO OPEN OR STRIKE THE JUDGMENT, THE UNDERSKG ED
HEREBY FREELY, KNOWINGLY AND INTELLIGENTLY WAIVES ITS RIGHTS TO NOTICE AND A HEARING D
EXPRESSLY AGREES AND CONSENTS TO LENDER'S TAKING SUCH ACTIONS AS MAY BE PERMITTED UN ER
APPLICABLE STATE AND FEDERAL LAW WITHOUT PRIOR NOTICE TO THE UNDERSIGNED.
C. The undersigned certifies that a representative or Lender specifically called the confessio of
judgment provisions in the above document to the attention of the undersigned, and/or that
undersigned was represented by legal counsel In connection with the above document.
D. The undersigned hereby certifies that its annual Income exceeds $10,000; that all n
to "the undersigned" above refer to the entity below, and that the undersigned received a copy
the time of signing.
Dated as of March 18, 2008.
SNYDER'S HARDWARE, INC.,
a PennsvIvada comoration
By,
(Al 111849:1)
7
Richard J.
at
ATTESTANITNESS:
?? .
GUARANTY AND SURETYSHIP AGREEMENT
THIS GUARANTY AND SURETYSHIP AGREEMENT (this "Guaranty") is made s
entered into as of March 18, 2008, by RICHARD J. SNYDER, an adult individual (I
"Guarantor"), with an address of 100 Knipe Lane, Reading, PA 19607-9440, in considerat
of the extension of credit by INTEGRITY BANK, a Pennsylvania banking institution,
successors and assigns (the "Bank"), with an address at 3345 Market Street, Camp 1
Pennsylvania 17011 to SNYDER'S ROSE PROJECT, LP, a Pennsylvania limited partners)
(the "Borrower"), and other good and valuable consideration, the receipt and sufficiency
which are hereby acknowledged. Guarantor is the general partner of the Borrower.
1. Guaranty of ObIlaatione. The Guarantor hereby guarantees, and becom s
surety for, the prompt payment and performance of. all loans, advances, debts, liabilitl s,
obligations, covenants and duties owing by the Borrower to the Bank, of any kind or natu ,
present or future (including any interest accruing thereon after maturity, or after the filing of a y
petition in bankruptcy, or the commencement of any insolvency, reorganization or li e
proceeding relating to the Borrower, whether or not a claim for post-filing or post-petition inte it
is allowed in such proceeding), whether or not evidenced by any note, guaranty or oth r
instrument, whether arising under any agreement, instrument or document, whether or not r
the payment of money, whether arising by reason of an extension of credit, opening of a letter
credit, loan, equipment lease or guarantee, under any interest or currency swap, future, optic n
or other Interest rate protection or similar agreement, or in any other manner, whether arisi g
out of overdrafts on deposit or other accounts or electronic funds transfers (whether throu h
automated clearing houses or otherwise) or out of the Bank's non-receipt of or inability to colt
funds or otherwise not being made whole in connection with depository transfer check or oth r
similar arrangements, whether direct or indirect (including those acquired by assignment r
participation), absolute or contingent, joint or several, due or to become due, now existing r
hereafter arising, and any amendments, extensions, renewals or increases and all costs arid
expenses of the Bank incurred in the documentation, negotiation, modification, enforcement,
collection or otherwise in connection with any of the foregoing, including reasonable attorne s'
fees and expenses (collectively, the "Obligations").
If the Borrower defaults under any such Obligations, the Guarantor will pay the amou it
of the Obligations to the Bank. Until the Obligations are indefeasibly paid in full, Guaranto s
liability hereunder shall not be reduced in any manner whatsoever by any amounts which the
Bank may realize before or after maturity of the Obligations, by acceleration or otherwise, as a
result of payments made by or on behalf of the Borrower or by or on behalf of any other person
or entity other than the Guarantor primarily or secondarily liable for the Obligations or any part
thereof, or otherwise credited to the Borrower or such person or entity, or as a result of e
exercise of the Bank's rights with respect to any collateral for the Obligations or any part there f.
2. Naturq of GuaranW Waivers. This is a guaranty of payment and not
collection and the Bank shall not be required, as a condition of the Guarantor's liability, to mi
any demand upon or to pursue any of its rights against the Borrower, or to pursue any rig
which may be available to it with respect to any other person who may be liable for the paym
of the Obligations.
This is an absolute, unconditional, irrevocable and continuing guaranty and will remain
full force and effect until all of the Obligations have been indefeasibly paid in full, and the Bar
has terminated this Guaranty. This Guaranty will remain in full force and effect even if there
{A1111813:1}
no principal balance outstanding under the Obligations at a particular time or from time to tirr
This Guaranty will not be affected by any surrender, exchange, acceptance, compromise
release by the Bank of any other party, or any other guaranty or any security held by it for any
the Obligations, by any failure of the Bank to take any steps to perfect or maintain its lien
security interest in or to preserve its rights to any security or other collateral for any of t
Obligations or any guaranty, or by any irregularity, unenforceability or invalidity of any of t
Obligations or any part thereof or any security or other guaranty thereof. The Guaranto
obligations hereunder shall not be affected, modified or impaired by any counterclaim, set-c
deduction or defense based upon any claim the Guarantor may have against the Borrower
the Bank, except payment or performance of the Obligations.
Notice of acceptance of this Guaranty, notice of extensions of credit to the Borroo
from time to time, notice of default, diligence, presentment, notice of dishonor, protest, dema
for payment, and any defense based upon the Bank's failure to comply with the not!
requirements of the applicable version of Uniform Commercial Code § 9-610 are hereby waiv(
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
Guarantor, and without impairing or releasing, discharging or modifying the Guarantc
liabilities hereunder, may (a) change the manner, place, time or terms of payment
performance of or interest rates on, or other terms relating to, any of the Obligations; (b) rent
substitute, modify, amend or after, or grant consents or waivers relating to any of
Obligations, any other guaranties, or any security for any Obligations or guaranties; (c) ap
any and all payments by whomever paid or however realized including any proceeds of F
collateral, to any Obligations of the Borrower in such order, manner and amount as the Be
may determine in its sole discretion; (d) settle, compromise or deal with any other pens
including the Borrower or the Guarantor, with respect to any Obligations in such manner as
Bank deems appropriate in its sole discretion; (e) substitute, exchange or release any secu
or guaranty; or (f) take such actions and exercise such remedies hereunder as provided herei
3. Repayments or Recovery from the Bank. - If any demand is made at any tir
upon the Bank for the repayment or recovery of any amount received by it in payment or
account of any of the Obligations and if the Bank repays all or any part of such amount
reason of any judgment, decree or order of any court or administrative body or by reason of a
settlement or compromise of any such demand, the Guarantor will be and remain Rat
hereunder for the amount so repaid or recovered to the some extent as if such amount h
never been received originally by the Bank. The provisions of this section will be and remi
effective notwithstanding any contrary action which may have been taken by the Guarantor
reliance upon such payment, and any such contrary action so taken will be without prejudice
the Bank's rights hereunder and will be deemed to have been conditioned upon such payme
having become final and irrevocable.
4. Financial Statements. Unless compliance is waived in writing by the Bank
until all of the Obligations have been paid in full, the Guarantor will promptly submit to the Ba
such information relating to the Guarantor's business and financial affairs (including but i
limited to annual financial statements and tax returns of the Guarantor) or any security for i
Guaranty as the Bank may reasonably request.
5. Enforceability of Obligations. No modification, limitation or discharge of
Obligations arising out of or by virtue of any bankruptcy, reorganization or similar proceeding
relief of debtors under federal or state law will affect, modify, limit or discharge the Guaranty
{A1111813:11
-2-
liability in any manner whatsoever and this Guaranty will remain and continue in full force
effect and will be enforceable against the Guarantor to the same extent and with the same fc
and effect as if any such proceeding had not been instituted. The Guarantor waives all ric
and benefits which might accrue to It by reason of any such proceeding and will be liable to
full extent hereunder, irrespective of any modification, limitation or discharge of the liability of
Borrower that may result from any such proceeding.
6. Events of Default. The occurrence of any of the following shall be an "Event f
Default": (1) any Event of Default (as defined in any of the Loan Documents); (ii) any defa ill
under any of the Loan Documents that does not have a defined set of "Events of Default" a d
the lapse of any notice or cure period provided in such Obligations with respect to such defa t;
(iii) demand by the Bank under any of the instruments or agreements giving rise to any oft e
Obligations that have a demand feature; (iv) the Guarantor's failure to perform any of s
obligations hereunder, (v) the falsity, inaccuracy or material breach by the Guarantor of a y
written warranty, representation or statement made or furnished to the Bank by or on behalf f
the Guarantor; or (vi) the termination or attempted termination of this Guaranty. Upon t e
occurrence of any Event of Default, (a) the Guarantor shall pay to the Bank the outstandi g
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 Ba k
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 la ,
in equity or otherwise.
7. Right of Setoff. In addition to all liens upon and rights of setoff against
Guarantor's money, securities or other property given to the Bank by law, the Bank shall ha
with respect to the Guarantor's obligations to the Bank under this Guaranty and to the ext
permitted by law, a contractual possessory security interest in and a contractual right of se'
against, and the Guarantor hereby assigns, conveys, delivers, pledges and transfers to
Bank all of the Guarantor's right, title and interest in and to, all of the Guarantor's depos
moneys, securities and other property now or hereafter in the possession of or on deposit w
or in transit to, the Bank, whether held in a general or special account or deposit, whether h
jointly with someone else, or whether held for safekeeping or otherwise, excluding, however,
IRA, Keogh, and trust accounts. Every such security interest and right of setoff may
exercised without demand upon or notice to the Guarantor. Every such right of setoff shall
deemed to have been exercised immediately upon the occurrence of an Event of Deft
hereunder without any action of the Bank, although the Bank may enter such setoff on its boc
and records at a later time.
8. Coll ral. This Guaranty is secured by the property described in any collate
security documents which the Guarantor executes and delivers to the Bank and by such ott
collateral as previously may have been or may in the future be granted to the Bank to sect.
any obligations of the Guarantor to the Bank.
9. Coats. To the extent that the Bank incurs any costs or expenses in protecting
enforcing its rights under the Obligations or this Guaranty, including reasonable attorneys' fe
and the costs and expenses of litigation, such costs and expenses will be due on demand, v
be included in the Obligations and will bear interest from the incurring or payment thereof at tl
Default Rate (as defined in any of the Obligations).
(Al 111813:1)
..3.
10. Postaonement of Subrogation. Until the Obligations are indefeasibly paid in
full, the Guarantor irrevocably postpones and subordinates in favor of the Bank any and all
rights which the Guarantor may have to (a) assert any claim against the Borrower based on
indemnity, contribution or subrogation rights with respect to payments made hereunder, and b)
any realization on any property of the Borrower, including participation in any marshalling of the
Borrower's assets.
11. Power to Confess Judgment. The Guarantor hereby empowers a y
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, o a
series of judgments, against the Guarantor in favor of the Bank for the amount of Me
Obligations, together with Interest thereon at the Default Rate set forth in the Note, c is
of suit and an attorney's commission of the greater of 5% of such principal and into at
or $5,000 added as a reasonable attomey's fee, and for doing so, this Guaranty or a co y
verified by affidavit shall be a sufficient warrant. The Guarantor hereby forever wai as
and releases all errors In said proceedings and all rights of appeal and all relief from a y
and all appraisement, stay or exemption laws of any state now in force or hereer
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 contin e
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 commis n
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 reco er
from the Guarantor shall not exceed the actual attorneys' fees incurred by the Bank.
12. Notices. All notices, demands, requests, consents, approvals and o or
communications required or permitted hereunder must be in writing and will be effective up )n
receipt. Such notices and other communications may be hand-delivered, sent by facsi ile
transmission with confirmation of delivery and a copy sent by first-class mail, or sent y
nationally recognized overnight courier service, to the addresses for the Bank and e
Guarantor set forth above or to such other address as one may give to the other in writing or
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 considers 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 a y
other rights or remedies which the Bank may have under other agreements, at law or in equ .
The Bank may proceed in any order against the Borrower, the Guarantor or any other obligor of,
or any collateral securing, the Obligations.
14. Illegality. In case any one or more of the provisions contained in this Guara ty
should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceabi ty
of the remaining provisions contained herein shall not in any way be affected or impair d
thereby.
(A1111813:1)
4-
15. Chances 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 Agreement. This Guaranty (including the documents and instrume is
referred to herein) constitutes the entire agreement and supersedes all other prior agreeme is
and understandings, both written and oral, between the Guarantor and the Bank with respect c
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 Asslgns. This Guaranty will be binding upon and inure tot the
benefit of the Guarantor and the Bank and their respective heirs, executors, administrate ,
successors and assigns; roR, vided, 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. intemrstation. In this Guaranty, unless the Bank and the Guarantor otherwi e
agree in writing, the singular includes the plural and the plural the singular, references o
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 won: s
"including", "includes" and "include" shall be deemed to be followed by the words "witho it
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 arid
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 a d
several.
19. in ni . The Guarantor agrees to indemnify each of the Bank, its director ,
officers and employees and each legal entity, if any, who controls the Bank (the ` Indemnify d
Parties") and to hold each Indemnified Party harmless from and against any and all claim ,
damages, losses, liabilities and expenses (including all fees and charges of internal or extern I
counsel with whom any Indemnified Party may consult and all expenses of litigation r
preparation therefor) which any Indemnified Party may incur or which may be asserted again t
any Indemnified Party as a result of the execution of or performance under this Guaran ;
Provided, however, that the foregoing indemnity agreement shall not apply to claims, damag ,
losses, liabilities and expenses solely attributable to an Indemnified Party's gross negligence r
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. Governing Law and Jurisdiction. This Guaranty has been delivered to a
accepted by the Bank and will be deemed to be made in the Commonwealth of Pennsylvani .
THIS GUARANTY WILL BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF THE BANK AND T
GUARANTOR DETERMINED IN ACCORDANCE WITH THE LAWS OF COMMONWEALTH Of PENNSYLVANI ,
EXCLUDING ITS CONFLICT OF LAWS RULES. The Guarantor hereby irrevocably consents to t
exclusive jurisdiction of the Court of Common Pleas of Cumberland County, Pennsylvani ;
provided that nothing contained in this Guaranty will prevent the Bank from bringing any actin ,
enforcing any award or judgment or exercising any rights against the Guarantor individual) ,
(AM1813:1)
-5-
against any security or against any property of the Guarantor within any other county, state
other foreign or domestic jurisdiction. The Guarantor acknowledges and agrees that the ven
provided above is the most convenient forum for both the Bank and the Guarantor. T
Guarantor waives any objection to venue and any objection based on a more convenient fort
in any action instituted under this Guaranty.
21. Equal Credit OagoE unity Act. If the Guarantor Is not an "applicant for crec
under Section 202.2 (e) of the Equal Credit Opportunity Act of 1974 ("ECOA"), the Guaran
acknowledges that (1) this Guaranty has been executed to provide credit support for t
Obligations, and (ii) the Guarantor was not required to execute this Guaranty in violation
Section 202.7(d) of the ECOA.
22. WAIVER OF JURY TRIAL. THE GUARANTOR IRREVOCABLY WAIVES AP
AND ALL RIGHT THE GUARANTOR MAY HAVE TO A TRIAL BY JURY IN ANY ACTIO
PROCEEDING OR CLAIM OF ANY NATURE RELATING TO THIS GUARANTY, AP
DOCUMENTS EXECUTED IN CONNECTION WITH THIS GUARANTY OR AP
TRANSACTION CONTEMPLATED IN ANY OF SUCH DOCUMENTS. THE GUARANTC
ACKNOWLEDGES THAT THE FOREGOING WAIVER IS KNOWING AND VOLUNTARY.
The Guarantor acknowledges that he has read and understands all the provisioi
of this Guaranty, including the confession of judgment and waiver of jury trial, and hi
been advised by counsel as necessary or appropriate.
WITNESS the due execution hereof as a document under seal, as of the date fit
written above, with the intent to be legally bound hereby.
WITNESS: GUA TOR:
(SEAL)
17 RICH J. SNYMIV
(A1111813:1)
-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 ai
Suretyship Agreement, in respect of the obligations owed to Lender by SNYDER'S ROSE PROJECT, L
a Pennsylvania limited partnership„ under which the undersigned is obligated to repay monies to Lende
A. THE UNDERSIGNED ACKNOWLEDGES AND AGREES THAT THE ABOVE DOCUMENT CONTAII
PROVISIONS UNDER WHICH LENDER MAY ENTER JUDGMENT BY CONFESSION AGAINST THE UNDERSIGNED. BEII
FULLY AWARE OF HIS RIGHTS TO PRIOR NOTICE AND A HEARING ON THE VALIDITY OF ANY JUDGMENT OR OTHI
CLAIMS THAT MAY BE ASSERTED AGAINST HIM BY LENDER THEREUNDER BEFORE JUDGMENT IS ENTERED, T
UNDERSIGNED HEREBY FREELY, KNOWINGLY AND INTELLIGENTLY WANES THESE RIGHTS AND EXPRESS
AGREES AND CONSENTS TO LENDER'S ENTERING JUDGMENT AGAINST HIM BY CONFESSION PURSUANT TO TI
TERMS THEREOF.
B. THE UNDERSIGNED ALSO ACKNOWLEDGES AND AGREES THAT THE ABOVE DOCUMENT CONTAII
PROVISIONS UNDER WHICH LENDER MAY, AFTER ENTRY OF JUDGMENT AND WITHOUT EITHER NOTICE OR
HEARING, FORECLOSE UPON, ATTACH, LEVY, TAKE POSSESSION OF OR OTHERWISE SEIZE PROPERTY OF TI
UNDERSIGNED IN FULL OR PARTIAL PAYMENT OF THE JUDGMENT. BEING FULLY AWARE OF HIS RIGHTS AFTI
JUDGMENT IS ENTERED (INCLUDING THE RIGHT TO MOVE TO OPEN OR STRIKE THE JUDGMENT), THE UNDERSIGNI
HEREBY FREELY, KNOWINGLY AND INTELLIGENTLY WAIVES HIS RIGHTS TO NOTICE AND A HEARING AI
EXPRESSLY AGREES AND CONSENTS TO LENDER'S TAKING SUCH ACTIONS AS MAY BE PERMITTED UNDI
APPLICABLE STATE AND FEDERAL LAW WITHOUT PRIOR NOTICE TO THE UNDERSIGNED.
C. The undersigned Certifies that a representative of Lender specifically called the confession
judgment provisions in the above document to the attention of the undersigned, and/or that tl
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 refereno
to "the undersigned" above refer to the person signing below; and that the undersigned received a co
hereof at the time of signing.
Dated as of March 18, 2008.
%Ap4r. -
(Al 111813:11
-7-
T*XOvuqcAnoN 2009 10 tlbaetae &x 4 1D a N=mwdq,md m? ad ? +? of!}i? ?? a?
DiA am I4Fm to u 3a' pie L F.
Y
WERMU Doavwa wa=W a Nob wS to Xa.k lobed Nbnb 116 M, avidw *g a loss k the
P'b* aolt ! ti ?,ti?G4Q01}.QO Qtea+olwlerR l+tBa?od to as -tW,%, =d
? ?+bY drk i 8?plemt?er ?0, ?!I and the Ha?+a?nerbr t+e?ts?d ,Ad be Blt?'c baa
mooed to mft"tam ol6a NMI* atttam ** &v-
I?TOW, T=UWCWA ft TO* aaaai?ad and 60 mataai ow mw* ad t?oaagta? ImWi tc eaea? I is
1. be waft* drae of Upt=bw 20.2009 d0 ba mjw*d bNMkgM 9004.
2. Ad otbae bra, oo?tjp? tmd ttloaa aooeMiglsd b dta t?awidNate uxoept b tba ax?eoe
m disci gawk X11 m"? fta and dfm
9. Dot:+o wn Pug die 0a taiaboetB m is anomk= wM ** ftm efdp Nofa as ism wod?d.
?t'0ti'1 Yid, +6a'Bsa??t mad dra aa?rawet itawa pltyMd ? Apnaeoa?t b ba d01pt rocaaabd ea
o?dur dqr and yac8nt ba + ? ?1dVoa, tbK mapeodro eeptiermm+ra?,
wvoaataw,+md ateb?.
MORROl 4 oc'r Rona Prod % UP
/(Posey-)
.BY:_.
12/21/2089 14:51 717-718-8001 IWEERITY l AW, PAGE 11811 i
This MODIFICATION tp a NOTE made mW matted into as of this o+ „day of
2009 but effective for all putpcaea so of
- 2009 by and between intootity
Bank, WMWKAFTSRreNued tp as ">3an and Snyder's Rose Pmjoat, LP.
WITNMSETR-.
WHEREAS Botrower acemiieed a Note with the Bank dated March 18, 2008, evidmoins a kmw in the
principal anx mt of $3,640,000.00 (hereinafter zeftrred to as `No& ); and
AREAS, dro metutity date is September 20, 2004 and the Barraww has requemed and the Bank has
agreed to modify the terets of the Note to extend the matntity data
NOW, TEMR.EFORF, fot vabue received and the mutual eovemants and agremmetots hereirwhor comaintdl,
and intt Wing to be legaly bound hereby, Bsok and Borrower covenant end aVecs as follows:
1. The m4Wty dote of November Z0, 2004 shall be adm oided tc Jttnuttry 20, 2010.
2. All other terms, conditions, and adpalsdons contained in be at mmaid Nato except to the extent
modified heroin shall reach in fall $anae wad effect.
3. Bomowcx shall die Jwne the fixielftdum in aeotxdimce wide the farms of the Now as herein modified.
IN WrTI!1 ME V4U OP, the Bank amt the Borrower have ceased this Agreement to be duty cmecuted as
of the day and year first written, intemdtag to legally bind tbramdves, their see wfm holm tepr o u r tstives,
m meteors, and assigns.
I Ban ?-
x:
Welty
Regioatal Vice President
BORROWER Sayder's Rose Project, LP
Witntms
wi s
Bx: 4&Ecolo., A"
BY:
./21/2010 1^.:22 717-718-8001 INTEGRITY BANK PAGE 05/05
Zble MaDO.,AATtt73! to a IdCI?B ride od COW WO M eitd& oe,. ,2y 701.0 but
edAoK?a dr a1l i?rei ss d 7ala ity and blow m1 tlttagty Polk
R L>'.
CAERENAFM=hmd 10 w OBOdO EXX MP#Igmm
W A9 Bono W amisd a Alm wO t4+ Do* deed WEE 19, MM oWdomiog a lose la On
prlaatpd mown d13,64O,fl00.00 (betdedtr t 16 - b m w)40te"k sod
WI EM& to malty dries ix sqwWw2% NO and the Bortv+wr bm is* mld sod dw Sack ha
sfteed a mdil? do term of tba lkle to rased tM m ft dm%r
jpm,1 tar vdw i =hod and the sa *W co mmW oAd 6etehto0rr 4wnta?ed.
sad MmW ft w be UpIly hood bnb%Du& sod Aamwsr ooumimt ud s¢am r tope
jubi ql dMA of Jatlaety 2% 7oio still be a waded ioM" A 7010.
2. All other toark ovwMtlone. and et?palatkd ooateieed bt oo donswid Well nppt to tba sweat
ntodlSed baaia t6si1 ? ? 5d11beza sad s?eot.
7. boss mw etm11 d *wp tba iombte wu la -P p.& dseat va tlet terms d*B Note as bwok awafiod
W Wr W M V2ZU +, ft Beale Md tte lloU=WbM aotald tbta Ar=W*tn bed* atotat W m
d'mo dry and lw mot vd2ra. aetmft lo lspdy bloc &vm Wvo% ftt n mU" belts, mprauemtdvm
ouabason4.od ashes.
BMULOWU &Wdee'a !Bete PYOjaot, LP
s LLC
1?Y
wtb m
nnn$VA. FA aU1 In17 a 7n'u in I HP 7pnnl,iAin Vui 0 n'AI AI 0711711
PROMISSORY NOTE MODIFICATION AGREEMENT
This MODIFICATION to a NOTE made and entered into as of this W _day of -Tie 2010 but
effective for all purposes as of 2010 by and between. Integrity Bank,
(HEREINAFTER referred to as "Bank") and Snyder's Rose Project, LP.
WITNESSETH:
WHEREAS Borrower executed a Note with the Bank dated March 18, 2008, evidencing a loan in the
principal amount of $3,640,000.00 (hereinafter referred to as "Note'l; and
WHEREAS, the maturity date is September 20, 2009 and the Borrower has requested and the Bank has
agreed to modify the teams of the Note to extend the maturity date.
NOW, THEREFORE, for value received and the mutual covenants and agreements hercinaft contained,
and intending to be legally bound hereby, Bank and Borrower covenant and agrees as follows:
1. The maturity date of March 20, 2010 shall be 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.
fitness i
BORROWER Snyder's Rose Project, LP
nyder's Project, LLC
BY:
Richard Snyder, anager
IU MO1>ETCA'IW to a N07Fymads aad,aa.?d into as of Ihir?da?y of-A92010 bat
ef'I?tlve fbrall pl?posoe as cd 5r,
.,, 2010 by and between Yaesaity?ntc,
'=vAm*d ton 8 k") ao Sayddr'sRw?rcd%f LP.
WHff4M Borrower moptad a Noes wah the Hank dated Mueh 10, ZOOS, evfdwaidg a laee id that
pdmcW amomt of 53640,0 M (huekm*w raged to a' tiotd"k, and
WFTEMM, dm mummy date Is Se ptember90, 2009 pd go Vartawar bu rapestad amd float Beak bu
agreed to modify the frame ordte Kola to auctead the eta mitt' deter
MW, T M fbr vdm aeadvad and d w mood eovaoeata and mrmmmu herofndw tatntained,
ad hmft lobe lqp* boded haraby, Back and Ron mw=vanW=d agtnee ee followers
! ? ?beat aueaihr date ofJdbr 3 . 010 ef:dibe euaedad to ? 7S, ?b1Q
I AR atlmrfiams, coodffim, and obwadoes aoataiead In the d woWdNoae anept to the enfant
meddled bertha dzaII moth to *U &= ad dl=L
3. 8craa?woc a1td1 diaohatgc the h3debfodboas is vrid? d+e termer etttta Nate as Lmmio niadtf9ed.
IN WnMS W , die Beak and f;h Emmm bave oeaaad dda Ag = mt to be daft' mac *d Ya
of Ion day aetd Tear 1ltetwdtbx% hooft to IwUybk d tbemeelvae, %ek smoaafve bb% rRm ameaftek
to ,, r - and "Osm
Re IwW Two Pmddent
BORRO4ML %ydeesR*wPn&ct,LP
a Pr1*4 LLC
BY:
Mod SAyder
500/90018 SH3d013A39-HIOdNS 390911LOIS %tl-4 w n OIOZAC/80
This MODIFICATION to a NOTE spade nd entered into as of this ail day of 2010 but
effective for all purposes as of ae , 2010 by and between Integrity Bank,
(HEREINAFTER referred to as "B 'l and Snyder's Rose Project, LP.
WTTNESSETH:
WHEREAS Borrower executed a Note with the Bank dated March 18, 2008, evidencing a loan in the
principal amount of $3,640,000.00 (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 bound hereby, Bank and Borrower covenant and ag= as follows:
1. The maturity date of November 15, 2010 shalt be extended to January 15, 2011.
2. All other terms, conditions, and stipulations contained in the aforesaid Note except to the extant
modified herein shall remain in full force and effect.
3. Borrower shall discharge the indebtedness in accordance with the berms 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 fast written, intending to legally bind themselves, their respective heirs, representatives,
successors, and assigns.
Integrity
Welty
Venal vice President
BORROWER Snyder's Rose Prcjec? LP
MIS 7/7jec LLC
i
BY
Wi
s
4KS
PROMISSORY NOTE MODIFICATION AGREEMENT
This MODIFICATION to a NOTE =Ad and entered into as of this day of May, 2011 but
effective for all purposes as of ?/ / 2011 by and between Integrity Bank,
(HEREINAFTER referred to as'Bank") and Snyder's Rose Project, I.P.
WII'NESSETH:
WHEREAS Borrower executed a Note with the Bank dated March 18, 2008, evidencing a loan in the
principal amount of $3,640,000.00 (hereinafter referred to as "Note'); and
WHEREAS, the maturity date is August 1, 2011 and the Borrower has requested and the Bank has agreed
to modify the terms of the Note.
NOW, THEREFORE, for value received and the mutual covenants and agreements hereinafter contained,
and intending to be legally bound hereby, Bank and Borrower covenant and agrees as follows:
1. The maturity date of August 1, 2011 shall be extended to April 30, 2012.
2. All other terms, conditions, and stipulations contained in the aforesaid Note except to the extent
modified herein shall remain in full force and effect.
3. Borrower shall discharge the indebtedness in accordance with the terms of the Note as herein modified
IN WITNESS WHEREOF, the Bank and the Borrower have caused this Agreement to be duly executed as
of the day and year first written, intending to legally bind themselves, their respective heirs, representatives,
successors, and assigns.
'ele '1011
/itness
Integrity
ste elty s?
Regional Vice President
BORROWER Snyder's Rose Project, LP
Snyder's Rose Project, LLC
-xf?s .>YE
BY:
Richard Snyder;
djr ?
au1a
"4 ,:6T,4t
INTEGRITY BANK,
Plaintiff
IN THE COURT OF COMMON PLEAS q
CUMBERLAND COUNTY, PENNSYLVANIA y'!
V.
1Z' y?7?
:No.
el v1 L
SNYDER'S ROSE PROJECT, LP,
SNYDER'S HARDWARE, INC., 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 Rose Project, LP
119 West Lancaster Avenue
Shillington, Pennsylvania 19607
Snyder's Hardware, Inc.
119 West Lancaster Avenue
Shillington, Pennsylvania 19607
Richard J. Snyder
100 Knipe Lane
Reading, PA 19607-9440
A judgment in the amount of $4,048,218.18 along with interest from and following June 18,
2012 at the per diem rate of $379.17 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 THIS
NOTICE IS SERVED ON YOU OR YOU MAY LOSE YOUR RIGHTS.
YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO N
HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE
FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP.
CUMBERLAND COUNTY BAR ASSOCIATION
32 South Bedford Street
Carlisle, PA 17013
(717) 249-3166 or (800) 990-9108
McNEES WALLACE & NURICK LLC
Date: July 3, 2012 By
edric L. Niss uire
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
V. No. 12- 4117?
SNYDER S ROSE PROJECT, LP,
SNYDER'S HARDWARE, INC., and i
RICHARD J. SNYDER ?--
Defendants CIVIL ACTION - LAW
?a
CERTIFICATION OF ADDRESSES
Ln
I, Nedric L. Nissly, hereby certify the following addresses for the Defendants as follows:
Snyder's Rose Project, LP Richard J. Snyder
119 West Lancaster Avenue 100 Knipe Lane
Shillington, Pennsylvania 19607 Reading, PA 19607-9440
Snyder's Hardware, Inc.
119 West Lancaster Avenue
Shillington, Pennsylvania 19607
The following address for the Plaintiff is as follows:
Integrity Bank
3314 Market Street, Suite 305
Camp Hill, PA 17011
Date: July 3, 2012
McNEES WALLACE & NURICK LLC
By
biffric L. Ni sly
PA Attorney No. 44233
McNees Wallace & Nurick LLC
100 Pine Street - P.O. Box 1166
Harrisburg, PA 17108-1166
(717) 260-173 1 (Direct Fax)
(717) 232-8000 (Phone)
nnisslygmwn.com
Attorneys for Plaintiff Integrity Bank
r--
rY
c
INTEGRITY BANK, IN THE COURT OF COMMON PLEAS
Plaintiff CUMBERLAND COUNTY, PENNSYLVANIA
V. No. 12 - Ul T° C ! L/ f ??Lj
SNYDER'S ROSE PROJECT, LP,
SNYDER' S HARDWARE, INC., and
C_
oz
C=
RICHARD J. SNYDER `.
a
Defendants CIVIL ACTION - LAW
AFFIDAVIT OF NON-MILITARY SERVICE nr} _,.1
?'
AND LAST-KNOWN ADDRESSES OF :z C
5 c:
i
RICHARD J. SNYDER
? Gi7 ?
-ti c-n 3
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 LE
Reading, PA 19607-9440.
N ric L. Nissl
SWORN and subscr' d to before me thi day
ofd/ ,July, 2012. pE.NN?4vW?1P
8% POW
0?4
ruo, .1
Notary Public E Ns??
My Commission Expires utv?,0?
(SEAL) r"'?
INTEGRITY BANK, IN THE COURT OF COMMON PLEAS
Plaintiff CUMBERLAND COUNTY, PENNSYLVANIA
V. No. IZ- l1 r7l
SNYDER'S ROSE PROJECT, LP,
SNYDER'S HARDWARE, INC., and
RICHARD J. SNYDER
Defendants CIVIL ACTION -LAW
NOTICE OF ENTRY OF JUDGMENT
($3,640,000 Loan)
TO: Snyder's Rose Project, LP
119 West Lancaster Avenue
Shillington, Pennsylvania 19607
Snyder's Hardware, Inc.
119 West Lancaster Avenue
Shillington, Pennsylvania 19607
Richard J. Snyder
100 Knipe Lane
Reading, PA 19607-9440
You are hereby notified that on July 2012 a judgment by confession was entered agaii
each of you in the above-captioned case in favor of Integrity Bank as follows:
Principal $3,640,000.00
Interest 39,098.81
Late Fees 1,137.49
Satisfaction Fees 72.00
Attorney's Fees 10%) 367,909.88
Total: $4,048,218.18*
*along with interest accruing at the per diem rate of $379.17 from June 18,
2012, until paid in full, plus costsjab
a3wuf
DATE: Z/?A?41 ? PROTHONOTARY
INTEGRITY BANK, IN THE COURT OF COMMON PLEAS
Plaintiff CUMBERLAND COUNTY, PENNSYLV
SNYDER'S ROSE PROJECT, LP,
SNYDER'S HARDWARE, INC., and
RICHARD J. SNYDER
Defendants
V.
No. 12-4179
CIVIL ACTION -LAW
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RETURN OF SERVICE PURSUANT TO
PA. R.C.P. No. 2958.1(c)
Plaintiff, Integrity Bank, hereby files this Return of Service and swears and affirms that
persons listed below were served pursuant to Pa. R.C.P. No. 2958.1(b) with the Notice of J
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 Rose Project, LP
119 West Lancaster Avenue
Shillington, Pennsylvania 19607
Snyder's Hardware, Inc.
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. Nis , Esquire
Attorney I.D. No. 44233
nnissly@mwn.com
100 Pine Street
P. O. Box 1166
Harrisburg, PA 17108-1166
(717) 237-5357
Attorneys for Integrity Bank
?. Article Number • • • %•
A. ReoeNer by (Please Pri Cle?uly) B. I?at of N
C. S nature
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7196 9008 9111 4826 9832 X ?t??"?'`-?'/ ?
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itYEs, enter delivery address below . Nc
3 Service Type CERTIFIED UMTO
4. Restricted D~ (Extra Fee) DYM
1. Article Addressed to: __-
Snyder's Hardware, Inc.
119 West Lancaster Avenue
Shillington, PA 19607 2 l =.28-0124
3029
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Form 3811. January 2005 Domestic Retum Receipt,
2 Article Number
A, eoehred (Pkaee PrtK Ckarry?
C.
7196 9008 9111 4826 9856 X
Q b dellmy address dtrererrt from item t?
M YES, erMer dellmy address below:
3 SwAce Type CERTIFIED M L*r
4. Resided DeNwry? (Odra FM) ?y"
1. Article Addressed lix.
Snyder's Rose Project, LP
119 West Lancaster Avenue
Shillington, PA 19607 21328-0124
3029
PS Form 3811, Jamiary 2005 Domestic ROM
2 Article Number
A. I
CI
7196 9006 9111 4626 9955
3. Service Type CERTIFIED NAIL"
4. Restricted DeNwry4 (Extra Fee) Dyes
1. Article Addressed to. 4L
Richard J. Snyder
100 Looking Glass Lane
Reading, PA 19607-9203
(Please Print Ciearyl
delivery d%rent Uwif item 1?
BYES, address below.
21328-0124
3029
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yes
No
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PS Form 3811,
Return Receipt