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HomeMy WebLinkAbout12-5239 _r ~'e~.C:Ca-flFF~~~ Th~~ F~~OTP~ONOT~~Y ~,L'~ 22 19~ 2~ C`J~~~F~~A"dD COUtiT ~~~d~dsY~v~rdia BARLEY SNYDER LLP William C. Colby, Jr., Esquire Troy B. Rider, Esquire Court I.D. No. 46880; 206319 50 North Fifth Street, P.O. Box 942 Reading, PA 19603-0942 (610) 376-6651 Attorney for Plaintiff SUSQUEHANNA BANK, Successor by COURT OF COMMON PLEAS OF Merger to GRAYSTONE BANK CUMBERLAND COUNTY, Plaintiff PENNSYLVANIA v. CIVIL ACTION -LAW f CENTRAL PENNSYLVANIA nn 3 ~/~Ul l PULMONARY ASSOCIATES, LLC No. ~ O~- sa 9 De endant CONFESSION OF NDGMENT Pursuant to the authority contained in the Warrant of Attorney, a true and correct copy f which is attached to the Complaint filed in this action, I appear for the Defendant and confess judgment in favor of the Plaintiff and against the Defendant, as follows: Principal Balance $ 151,366.37 Interest to and including 8/8/12 2,242.27 Late Fees 762.68 Attorneys' Fees 15,360.86 Total $ 169,732.18 Interest continues to accrue at the per diem rate of $23.13 from August 8, 2012, plus lat fees, and costs of collection. BARLE DER LLP By: William F. Co r. Esq ire Troy B. Ri pp..,,J a~ Attorney for Plaintiff a~ 3548292 C~ a 79~. I n v~,fi y ry1~IQ _ _ F'tL~C7-O ~'1C i1~Y Tfic f'~?DTFl~NOTi~F~` l~ i?1~J~' ~2 f!~ 2~ ~E~~'~t~D C0l~NTY BARLEY SNYDER LLP ~~~~~~Y~-~~`r{~~ William C. Colby, Jr., Esquire Troy B. Rider, Esquire Court I.D. No. 46880; 206319 50 North Fifth Street, P.O. Box 942 Reading, PA 19603-0942 (610) 376-6651 Attorney for Plaintiff SUSQUEHANNA BANK, Successor by COURT OF COMMON PLEAS OF Merger to GRAYSTONE BANK CUMBERLAND COUNTY, Plaintiff PENNSYLVANIA v. CIVIL ACTION -LAW CENTRAL PENNSYLVANIA q ~'ui PULMONARY ASSOCIATES, LLC No. ~ s' 3 + De endant COMPLAINT CONFESSION OF JUDGMENT 1. The Plaintiff, Susquehanna Bank, Successor by Merger to Graystone Bank is a banking corporation maintaining an address of 1826 Good Hope Drive, Enola, PA 17025. 2. Central Pennsylvania Pulmonary Associates, LLC (the "Defendant") is a Pennsylvania limited liability company with a registered address c/o Robert Romako, McKonl and Asbury, 415 Fallow Field Road, Camp Hill, PA 17011, and a business address of 2250 Millennium Way, Enola, PA 17025. 3. On February 23, 2006, for value received, in connection with a commercial, and not a consumer, transaction, Defendant executed to the order of, and delivered to Plaintiff a certain Promissory Note ("Note") pursuant to which the Defendant promised to pay to Plaintiff the principal amount of Two Hundred Thousand Dollars ($200,000.00), plus interest and late 3647631-1 I i _ - _ fees thereon as therein provided (the ``Note"). A true and correct copy of the Note is attached hereto, made a part hereof, and marked as Exhibit "A." A true and correct copy of the Disclosure for Confession of Judgment is attached hereto, made a part hereof, and marked as Exhibit "B". 4. The Note was modified. by Change in Terms Agreements dated January 5; 2009, and January 11, 2011 (collectively, the "Agreements"), modifying various terms and condition f the Note as described in the Agreements. A true and correct copy of the Agreements aze attach d hereto, made a part hereof, and mazked as Exhibit "C". The Note and Agreements aze hereina er collectively referred to as the ``Note". 5. The Note has not been assigned and the Plaintiff is the owner of the Note. 6. This Court has subject matter jurisdiction over all causes of action under the No e. 7. The Defendant is in default because the Defendant has failed, refused, and continues to fail and refuse to pay the monthly payments from June 1, 2012, and monthly thereafter, due Plaintiff under and pursuant to the Note. 8. The Plaintiff has made a demand upon Defendant for payment under and pursu t to the terms and conditions of the Note, which the Defendant has failed and refused to pay. A true and correct copy of the demand is attached hereto, made a pazt hereof, and mazked as Exhibit "D". 9. After a default under the terms and conditions of the Note, the Plaintiff may accelerate the full balance due under the Note and declaze the entire indebtedness immediately due and payable to Plaintiff without further notice to the Defendant. Plaintiff exercises this option. 3647631-1 i 10. Judgment is not being entered by confession against a natural person in connection with a consumer credit transaction. 11. Judgment has not been entered on the warrant of attorney contained in the Note n any jurisdiction. 12. An itemization of the amount due and owing to the Plaintiffby the Defendant under the Note, as of August 8, 2012, is as follows: Principal Balance $ 151,366.37 Interest to and including 8/8/12 2,242.27 Late Fees 762.68 Attorneys' Fees 15,360.86 Total $ 169,732.18 Interest continues to accrue at the per diem rate of $23.13 from August 8, 2012, plus late fees, and costs of collection. 13. The warrant of attorney contained in the Note provides for the confession of judgment against the Defendant for the entire principal balance owed under the Note, all accru d interest, late charges, together with costs of suit and an attorney s commission often percent (10%) of the unpaid principal balance and accrued interest. WHEREFORE, Plaintiff, prays your Honorable Court to grant judgment in favor of the Plaintiff and against the Defendant in the sum of One Hundred Sixty-nine Thousand Seven Hundred 'Thirty-two Dollars and Eighteen Cents ($169,732.18), plus interest at the per diem ra of $23.13, from August 8, 2012, late fees, and costs of collection. BARLEY SNYDER LLP By: William F olby, Jr., Esquire Troy B. ider, Esquire Attorneys for Plaintiff 364763 I -1 _ , PROMISSORY NOTE Borrower: Central Pennsylvania Pulmonary Associates, LLC Leader: GRAY570NE BANK 2250 Millennium Way Capital Region Enola, PA 17025 112 Market Street Harrisburg, PA 17101 Principal Amount: 5200,000.00 Date of Note: February 23 2006 in lawful money of the United States of America, on demand, the principal amount of Two Hundred Thousand &00/100 Dogare (5200, 00.00) or so much as may be outstandng, together with interest on the unpaid outstanding principal balance of each advance. Interest shat[ be calculated from the date of each advance until repayment of each advance. ' PAYMENT. Borrower wiN pay this keen in full immediately upon lender's demand. Borrower wiA pay regular monthly payments of all accrued unpaid interest due as of each payment date, beginning April 1, 2006, with all subsequent interest payments to be due on the same day of each month after that. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest then to principal; then to any late chargta; and than to any unpaid coNectlon costs. The annual interest rate for this Note is computed on a 65/3fi0 basis; that is, by applying the ratio of the annual interest rate over a year of 360 days, multiplied by the outstanding principal balance, ultiplied by the actual number of days the principal balance is outstanding. Borrower wiG pay Lender at Lender's address shown above or at su h other place as Lender may designate in.writing. VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from time to time based on changes in an index hich is Lender's Prime Rate (the "Index"). This is the rata Lender charges, or would charge, on 90-day unsecured Eoans to the most cred tworthy corporate customers. This rate may or may not be the lowest rate available from Lender at any given time: Lender will tail Borrower th current index rate upon Borrower's request. The interest rate change will not occur more often than each day. Borrower understands that Len er may make loans based on other rates as well. The interest rata to be applied to the unpaid principal balance of this Note wilt be at a rate f 1.000 percentage point over the Index. NOTICE: Under no circumstances will the interest rate on this Note be more than the maximum rate allowed by applicable law. PREPAYMENT. Borrower agrees that all loan fees and other prepaid finance charges are earned fu{ly as of the date of the loan and wi not be subject to refund upon early payment (whether voluntary or as a result of defaults, except as otherwise required by law. Except for the foregoing, Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments wiii not, unles agreed to by Lender in writing, relieve Borrower of Borrower's obligation to continua to make payments of accrued unpaid interest. Rath r, early payments will reduce the principal balance due, Borrower agrees not to sand Lender payments marked "paid in foil", "without reco se", or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender's rights under this Note, and 8 mower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including a check or other payment instrument that indicates that the payment constitutes "payment in full" of the amount owed or that is tendered wi h other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered tc: GRAYSTONE BANK, 112 Marke Street Harrisburg, PA 17101. LATE CHARGE. if a regularly scheduled interest payment is 20 days or more late, Borrower will be charged 10.000% of tht regularly eduled payment or S250.00, whichever is greater. If Lander demands payment of this loan, and Borrower does not pay the loan in full within 0 days after Lender's demand, Borrower also will be charged eRher 10.000% of the sum of the unpaid principal plus accrued unpaid int rest or 5250.00, whichever is greater. INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, Lender, at its option, may, if permitted under a licable law, increase the variable interest rate on this Note to 3.000 percentage points over the Index. The interest rate will not exceed the m ximum rate permitted by applicable law. If judgment is entered in connection with this Note, interest will continue to accrue on this N e after judgment at the interest rate applicable to this Noto at the time judgment is entered. LENDER'S RIGHTS. Upon Lender's demand, Lender may, after giving such notices as required by applicable taw, declare the entire unpaid principal balance on this Note and all accrued unpaid interest immediately due, and then Borrower will pay that amount. ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone ease to help collect this Note if Borrower does not pay, Borrower ill pay Lender that amount. This includes, subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses, wh that or not there is a lawsuit, including attorneys' fees, expenses for bankruptcy proceedings {inc[uding efforts to modify or vacate any autom -c stay or injunction), and appeals. If not prohibited by applicable law, Borrower also will pay any court costs, in addition to ail other sums pro idea by law. JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either Lender or Borrower against the other. GOVERNING LAW. This Note will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the awe of the Commonwealth of Pennsylvania without regard to its conftlcts of law provisions. This Note has been accepted by Lender in the Commonwealth of Pennsylvania. CHOICE OF VENUE. If there is a lawsuit, Borrower agreos upon Lender's request to submit to the jurisdiction of the courts of Dauphin aunty, Commonwealth of Pennsylvania. RIGHT OF SETOFF. To the extent permitted by app[icable taw, Lender reserves a right of setoff in all Borrower's accounts with Lender ( hether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borro er may open in the future. However, this does not include any 1RA or Keogh accounts, or any trust accounts for which setoff would be prohi tad by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff ail sums owing on the indebtedness agai st any and al! such accounts. LINE OF CREDIT. This Note evidences a revolving line of credit. Advances under this Note may be requested either orally or in wr' ing by Borrower or by an authorized person. All oral requests steal[ be confirmed in writing on the day of the request, on forms acceptable to ender. All communications, instructions, or directions by telephone or otherwise to Lander are to be directed to Lender's office shown above. B mower agrees to be liable for alt sums either: 4A) advanced in accordance with the instructions of an authorized person or (Bi credited to any of Borrower's accounts with Lender, The unpaid principal balance owing an this Note at any time may be evidenced by endorsements on th s Note or by Lender's internal records, including daily Computer print-outs. SECURITY. All collateral (as herein defined) is security for this Note and any renewals, extensions and modifications thereof, and the pa ment, performance and discharge of all other present or future indebtedness, obligations and undertakings (whether individual, joint, several, direct, contingent or otherwise) of the Borrower to or for the benefit of Lender, whether arising directly to Lender under this Note or under an other agreement, promissory note or undertakings now existing or hereinafter entered into by the Borrower to the Lender. The term "Cal ateral" E~~I~~BIT A T_ _ _ PROMISSORY NOTE - Loan IVo: 4000000762 (Continued) gage 2 includes sll tangible and intangible property Si) described in any mortgage, pledge, assignment or other security dacumant separately ex cuted in favor of Lender, and lit) in which a security interest has been granted to Lender pursuant to this Note. ANNUAL REVIEW. The Lender will review the Note annually for renewals and extensions; such renewals and extensions to be granted predicated on the performance of the company and/or individuals and adherence to the Loan Agreement and/or loan policy. CROSS COLLATERALIZEICROSS DEFAULT. This loan will be cross-collateralized/cross-defaulted with all other loans from Borrower, r any of Borrower's related entities, to Lender. If at any time there is a default under this loan, all loans will be considered in default and all ou landing amounts un er t o oans w~ a imma late y ue an pays e m u. a au t m one oan s a constitute a e su t in a l others. SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borcower, and upon Borrower's heirs, personal repres tatives, successors and assigns, and shall inure to the benefit of Lender and its successors and assigns. GENERAL PROVISIONS. Lender may delay or forgo enforcing any of Sts rights or remedies under this Note without losing them, Borr war and any other person who signs, guarantees or endorses this Note, to the eMent allowed by law, waive presentment, demand for pay ant, and notice of dishonor. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs is Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All-such parties agree tfiat Lender m y renew or extend irepeatedly and for any length of time} this loan or release any party or guarantor or collateral; or impair, fail to realize upon perfect Lender's security interest in the collateral; an¢ take any other action deemed necessary by Lender without the consent of or notice to anyone. AI! such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with hom the modification is made. The obligations under this Note are joint and several. If any portion of this Note is for any reason determin d to be unenforceable, it will not affect the enforceability of any other proviaions of this Note. CONFESSION OF JUDGMENT. BORROWER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY R THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT A Y TIME FOR BORROWER AFTER A DEFAULT UNDER THIS NOTE AND WITH OR WITHOUT COMPLAINT FlLED, CONFESS OR ENTER JU GMENT AGAINST BORROWER FOR THE ENTIRE PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED INTEREST, /.ATE CHARGES AND Y AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THIS NOTE, TOGETHER WIT COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT tt0%) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTER ST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS 15500) ON WHICH JUDGMENT OR JUDGMENTS NE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS NOTE OR A COPY OF THIS NOTE VERIFIED BY AFFIDAVI SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS NOTE TO CONFESS JUDGMENT AGAINST BORROWER SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAY ENT IN FULL OF ALL AMOUNTS DUE UNDER THIS NOTE. BORROWER HEREBY WAIVES ANY RIGHT BORROWER MAY HAVE TO N071CE R TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EETHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO BORROWER'S ATTENTION Ofl BORROWER H S BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISK)NS OF THfS NOTE, INCLUDING THE V RIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE NOTE. BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE, THIS NOTE IS GIVEN UNDER SEAL AND iT IS INTENDED THA7 THIS NOTE IS AND SHALL CONSTTfUTE AND HAVE THE EFFE T OF A SEALED INSTRUMENT ACCORDING TO LAW. BORROWER: CENTRAL PENNSYLVANIA P ARY ,LLC By: iSeal} Ti y A. rk ember of Central P ante Pulmonary crates, LLC LENDER: GRAYSTON NK j X Minta E. K se, Vice Presi ant lA9M PND L~ndln9. V.,. 179,00.001 Coq. N,A,N Fn,neW 9,WIMn,, Ino. 1997. 2006. AH A'g~MoonM. ~ PA 9:yrooWtNCRIlR1D20.IC TR-296 PR-1 _ _ I _ DISCL _ SURE FOR CONFESSICIN OF _JDGMENT ~r D@Clarent: Central Pennsylvania Pulmonary Associates, LLC Lender: GRAYSTONE BANK 2250 Millennium Way Capital Region Enola, PA 17025 1 i2 Market SVeet Harrisburg; PA 17101 DISCLOSURE FOR CONFESSION OF JUDGMENT THE UNDERSIGNED IS EXECUTING ON BEHALF OF DECLARANT, THIS DAY OF ~z$[iu~/ 20 A PROMISSORY NOTE FOR 5200,000.00 OBLIGATING DECLARANT TO REPAY THAT AMOUNT. A. THE UNDERSIGNED UNDERSTANDS THAT THE NOTE CONTAINS A CONFESSION OF JUDGMENT PROVISION THAT WOULD ERMIT LENDER TO ENTER JUDGMENT AGAINST DECLARANT IN COURT, AFTER A DEFAULT ON THE NOTE, WITHOUT ADVANCE NO CE TO DECLARANT AND WITHOUT OFFERING DECLARANT AN OPPORTUNITY TO DEFEND AGAINST THE ENTRY OF JUDGMENT. IN EXE UTING THE NOTE, BEING FULLY AWARE OF DECLARANT'S RIGHTS TO ADVANCE NOTICE AND 70 A HEARING TO CONTEST THE VALI ITY OF ANY JUDGMENT OR OTHER CLAIMS THAT LENDER MAY ASSERT AGAINST DECLARANT UNDER THE NOTE, THE UNDERSIGN D, ON BEHALF OF THE DECLARANT, IS KNOWINGLY, INTELLIGENTLY, AND VOLUNTARILY WAIVING THESE RIGHTS, INCLUDING ANY RI HT TO ADVANCE NOTICE OF THE ENTRY OF JUDGMENT, AND THE UNDERSIGNED EXPRESSLY AGREES AND CONSENTS TO LENDER'S EN ERiNG JUDGMENT AGAINST DECLARANT BY CONFESSION AS PROVIDED FOR IN THE CONFESSION OF JUDGMENT PROVISION. B. THE UNDERSIGNED FURTHER UNDERSTANDS THAT tN ADDITION TO GIVING LENDER THE RIGHT TO ENTER JUDGMENT A AINST DECLARANT WITHOUT ADVANCE NOTICE OR A HEARING, THE CONFESSION OF JUDGMENT PROVISION IN THE NOTE ALSO CO TAINS j LANGUAGE THAT WOULD PERMIT LENDER, AFTER ENTRY OF JUDGMENT, AGAIN WITHOUT EITHER ADVANCE NOTICE OR A HEAR NG, TO EXECUTE ON THE JUDGMENT BY FORECLOSING UPON, ATTACHING, LEVYING ON, TAKING POSSESSION OF OR OTHERWISE EIZING AECLARANT'S PROPERTY, IN FULL OR PARTIAL PAYMENT OF THE JUDGMENT. IN EXECUTING THE NOTE, BEING FULLY AW RE OF DECLARANT'S RIGHTS TO ADVANCE NOTICE AND A HEARING AFTER JUDGMENT IS ENTERED AND BEFORE EXECUTION N THE JUDGMENT, THE UNDERSIGNED, ON BEHALF OF THE DECLARANT, IS KNOWINGLY, INTELLIGENTLY AND VOLUNTARILY WAIVIN THESE RIGHTS, ANO THE UNDERSIGNED EXPRESSLY AGREES AND CONSENTS TO LENDER'S IMMEDIATELY EXECUTING ON THE JUDG ENT IN ~ ANY MANNER PERMITTED BY APPLICABLE STATE AND FEDERAL LAW, WITHOUT GIVING DECLARANT ANY ADVANCE NOTICE. C. AFTER HAVING READ ANO DETERMINED WHICH OF THE FOLLOWING STATEMENTS ARE APPLICABLE, BY INITIALIN EACH STATEMENT THAT APPLIES, THE UNDERSIGNED REPRESENTS THAT: INiCIALS 1. DECLARANT WAS REPRESENTED BY DECLARANT'S OWN INDEPENDENT LEGAL COUNSEL IN CONNECTION WI THE NOTE. 2. A REPRESENTATIVE OF LENDEA SPECIFICALLY CALLED THE CONFESSION OF JUDGMENT PROVISION IN THEN TE TO DECLARANT'S ATTENTION. THIS DISCLOSURE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS DISCLOSURE IS AND SHALL CONSTITIJTf AND HA E THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. DECLARANT: CENTRAL PENNSYLVANI PU O ARY , By: !Seal) Timothy k, bar of Central Pennsylvania Pulmonary soc s, LLC USEfl flfl0 lw.tli.p, V,r. 6.18.00.002 GeP~ fl+~~ w.HdA SNi.iM,~ Ina. tq7. 7006. M flIpIN MwrvW. ~ p~ 5.1Pn~b1GP11Lp11030.f't 1R,2pp PILL #~BIT B CHANGE 1N TERMS AGREEMENT (30ROWer: Genital pennaylvanis Puknonary Associates, LLC Lender. Gnystona Bank, a DivirJon of Graystona Tower Bank 2250 >uiYennitan Way Capital Region Enola, PA 17025 112 Marital Street Harrisburg, PA i710i Principal Amount: 5199,275.67 Date of Agreement: January 11, 2011 DFSCR1PTlON OE EXISTtNO INDEBTEDNESS. On February 23, 2006, Borrower exectrted and delvered to Lender a Promissory Note in the original Principal Amotxrt of Twa Hundred Thousand and 00/100 Dollars (5200,000.00) ("Note") with Interest aacrtdtrg at a Variable Interest Rata of Lenders Prime Rate plus i.009r° with no floor limitation. Interest only payments are due and payable monfleiy with principal due on Demand. A subsequent Change in Terms Agreement was executed on January 5, 2009 to include an interest rate floor of 5.50%_ As of the dabs of this Agreement, the principal balance of this Note is One Hundred Nh'rety Nine Thousand Two Hundred Seventy Five and 67/100 Dopers ($i 99,275.67). DESCRIPTION OF CHANGE IN TERhIS. Effective the date of this Agreement, and as provided larder iha PAYMENT section of this Agreement, Lender and Borrower have agreed to term out the principal balanda of the Note over five (5) years with initial principal and interest in~taBments of 33,813,43 each beginning F'etxttary 1, 2(111. In txxejurrctlon with thfe Change in Terms Agroenrent, the unlimited Commercial Guaranty of Sleep Disorder Centers of Central Perxrsyivania, Inc. tree been added to flu Note. PROtYOSE 7D PAY. Central Pennsytvarria Pugaonary Assochrtes, LLC ('Borrotrrer~ promicas to pay to Graystont Bank, a Division of Graystone Tower Banlr ('Lender'), or order, in lawful money of the United States of America, the prinGpsl amount of One Hundred Ninety-nine Thousand Two Hundred Seventy-five 8 571100 DoNars ($199,275.6'7'), together wkh lrrtereat on the unpaid pdnefpal balance from January 11, 2011, untN paid in full. PAYMENT. Subject b any payment changes resuNing from changes in the Index, Borrower will pay this loan In accordance with the following payment schedule: , Subject to any payment chateges resulting from dranges in the Index, Borrower wiN pay this loan fn 59 regumr payments of principal and interest, with the initial payment ire the amount of 33,813.43. The first payment will ba due Feirtrary 1, 2011 and aN sutraequeret payments will be due on the lama day of each month after that. Borrowar'a final payment will be dne on January 1, 201 B and will be for aq principal and sN atxtteed intareat mt yet paid. Lender reserves the rigfrt to immadlately adjust the montlUlr payment should negative amorCaation occur due to any changes in the Endex. ' Unless otherwise agreed a required by applicable law, Payments will be appBad first m any actxtred unpaid Interest; then to principal; then to - any late drarges; and then th arty unpaid collection ousts. Borrower wifl pay tender at Lender's addaess shown above or at such other pEsee as Lender may designate in writing. VARIABLE INTEREST RATE The interest rate on this k>an is subject to chatege from time to time ttased on changes in an index which is Lenders Prime Rate (the "Index"). This is dee rate Lender cdratgee, tx woukt charge, on g0-day unsecured loans to the most creditworthy corporate customers. This rate may or ^mY not be the lowest rate available front Lender at arty given lima. tender wql tail Bon~ower the current . Index rate upon Borrowers request, The interest rate change will not acatr more often than each day. Borrower understands that Lender may make loans based on other rates as wail. interest on the unpaid principal balance of this ban will be calculated as described fn the 'INTEREST CALCULATION MEf}iOD' paragraph using a rate of 1.000 percerdage pdnt over the Index. NOTICE: Under no drrwmstances wiN the interest rete on this loan be less them 5.500% per annum or more then the maximum tabs allowed by appflgble law. Whenever increases occur in the interest rate, Lender, at its option, may do one or more of the Tolbwing: (A) increase Bonnwers payments to ensure Borrower's loan will pay off by its original final mat~irtly date, (B) Incxxase Borrowers payments to cover accruing interest, (C) increase the number of 8onnwers payments, and (D) can6nuts Borrowers payments at the same amount and increase Borrower`s final payment. INTEREST CALCULATION NfEf}iOD. interest on this ben (s computed on a 365/360 basis; that b, try applying the ratb of the keterest rate over a year of 300 days, ratdtiptkd by the outstanding principal balance, muNipifed try the acWal number of days the priruciPal baiarrca N ou>stan~ng. Aq interest Payable under this loan b wmputed using this method. PREPAYWENT. Borrower may pay without penalty a8 or a portbn of the amount owed earBer Lhan ft is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of.Borrowers obligation to continue to make payments under the payment schedule. Rather, early payments wql redrece:tlx principal bafanoa due errd may result in Borrowers making fewer payments. Bortawer agrees not to send Lender payments marked "pakl in ,full', "uvithout recourse", or similar language. ff Borrower sends such a paymerrt, Lender may accept It without losing any of Lenders rights under arts Agreement, and Borrower will remain obligated tb pay any further amount awed to Lender. All written communications corecemmg disputed amourrts, includlreg any check or aTt>ar payment instrument that indicates That the payment carrsflhttes "payment in 1ul!" of the amount owed or that t8 tendered with other condititx+s or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: GRAYSTONE TOWER BANK i 826 Good Hope Road Enola, PA 17025. LATE CHARGE. If a payment N 15 days or more late, Borrower wql be charged 10.000°A of the regutarty scheduled payrtrent or $250.00, whichever is greater. INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, the interest rata on this loan shalt be increased by adding an additrortal 2.000 percentage pokit margin ("DefauN Rate Margin"}. Tito DefauN Rate Margin shag also apply to each succeeding interest rate change thak would have a `Bed had there been no detaulf. If judgment is entered in connection with this Agreement, interest wiU wrritnue to accrue after Lhe date of ju~ment at the raft in effect at the time judgment is entered. However, in no event will the interest rate exceed the maximum interest rate limitatigns under appligble law. DEFAULT. Each of the following sha8 constitute an Event of Default tinder this Agreement: Payment Default Borrowar fags to make any payment when due under the Indebtedness. Other Defaults, Borrower faits to comply with or to perform any other term, obligatbn, covenant or corrdhton contained in this Agreement or in any of the Related Documents or m comply with or to perform arty term, obligation, covenant or condition wntained in arty other agreement between Lender and Borrower. False Statements. Any warranty, representation or statement made or fumished to Lander by Borrower or on Borrowers hehaff under this Agreement or the Related Documents is false or misleading in any material respec*, either now err at the time made or fumfshed or becomes false a misleading at any time thereafter. Death err InsoWency. The dissolution of Borrower iregardless of whether election to continue Is made), any member withdraws from 13an-owner, or any other termir~tion of Borrowers existence as a going business or the death of any member, the insoNancy of Borrower, the appointmrnt of a receiver for any part of Borrowers property, arty assignment for the benefit of creditors, any type of creditor workout, or the commencement of acsy proceeding under any bankruptcy or iresoh+entq laws by or against Borrower. F~E#~~BIT C CHANGE IN TERMS AGREEMENT Loan Mo: 4000000762 (COtttinued) Page 2 Credkor or Foree4ure Prooeadings. Commerxernent of foreclosure or forfeiture proceedings, whether by judldal proceeding, selFheiP. repossession ar any other method, by any creditor of Bonrwer ar by any governmental agency against any collateral securing the I emishment of of Borrower's accounts, Indurling deposit accounts, with Lander. However, this Event of fJefautt shill not apply H there is a good feRh dispute rrower as a va t or teas ness o , the credPoor or forfeiture proceeding and ff Borrower gives Lender written notice of the creditor or fotfeittrre praoeeding and deposits with Lender nronies or a surly bond for the creditor or forfeiture proceeding, M err amount deberrrdned by Lender, in its ode dtsaetion, as being an adequate reserve ar bond for the dispute. Events Affar:Hrg Guarantor. Any of the preceding everts occurs with respect to any Guarantor of arty of the Indebtedness or any Guarantor dies or becomes inoornpetent, or revokes or disputes the valkiity of, or liability under, any Guaranty of the Indebtedness evidenced by this Note. Adverse Change A material adve?se change occurs in Borrowers financial condition, or Lander believes the prospect of payment or performance of the Indebtedness Ls impaired. Gura Proviaians. tf any default, other than a default in payment is arrabb and if Borrower has not been given a notice of a breach of the sattro provision of tNs AgreetrreM within the preced4rg twelve (12) nrontlts, it may be cured if Borrower, after Lender sends written notice to Borrower.demandtng cure of such default (1) cures the defiauit within fifteen (15) days: or (2} tf the cure requbes mots than fifteen (15) days, irrvrtedlatey Initiates steps which tender deems in La„ders sofa discretion to be sufficient ro wre the default and thereafter conflru~ea and completes ail reasorrabla and necessary steps sufficient to produce compliance es soon es reasonably practical. LENDER'S RIGHTS. Upon default, Lender may, after giving such notices as required by applicable law, letters the entire unpaid principal balance under this Agreement and alt accrued unpaid interest immedrabaly due, and then Borrower will pay that amount. ATTORNEYS' FEES; EXPENSES. under may hire or pay someone else to help cotiect this Agreement >E Borrower does not pay. Borrower will Pay Lender that amount This includes, subject to arty kmhs under applicable law, Lender's reasortade ettomeys' fees and Lender's legal expenses, whether or trot there Is a lawsuit, including reasonable attorneys' foss, expenses for bankruptcy proceedings (indudfng efforts to modify or vacate any aummade stay or injunctlon), and appeals. If not prohibited by applk:abie law, Borrower also will pay any court costs, in adddion to aq other sums provided by taw. JURY WAIVER. Lender and Bortower hereby wants flte right to any jury trial in any action, Proceeding, or ceunterefaim brought by either Lender or Borrower against the other. GOVERN1t+iG LAVV. This Agtaemant wilt be governed }ry federal taw applicable to Lender and, to the sxtatrt not preempted by federal law, the ?aws o7 the Corntrrotrwr•aldt' of Psrtrtsyhranta wthout regard to Its conflicts of law provisions. This Agreement has been accepted by Lender in the Commortweelth of Pemrtylvania. CHOICE OF Vt;NUE Itthere. is a lawsuit, Borrower agrees upon Lenders request to submit to the jurisdiction of the courts of Dauphin County, Commonwealth of Pennsylvania. RIGHT OF SETOFF. Tb the'exierrt Permitted by applicable law, Lender reserves a tight of setoff fi aq Borrowers accounts with Lender (whether cheddng, savings, or soma:other account). This includes ail acmrrnta Borrower tmlds joirsdy wtth someone else and ad accounfs Borrower may open in the future. However, this does not include arty IRA or Keogh atx~unta, or arty trust acoourrta for which setrcff would be prohibited by law. Borrower authorizes Lender, to the extent permitted by appik~ble law, to charge ar setoff ail sums outing on the indebtedness against any and ail such accounts. CONTINUING VALIDITY. F_xcePt as expressly changed by this AgroemerrL the terms of the original obligation or obligations, including ell agreements evidenced or securing the obligation(s), remain urrc~ranged and in full force and etfect_ Consent by Lender do this Agreement does not waive Candor's right to strict performance of the obltgaiion(s} as changed, trot obligate Lender to make any future thongs in terms. Nothing in this Agroamenf will cottstifu6s a satlsfaction of the obligaton(s} It is the Intention of Leader to retain as (table parties aU makers and endorsers of the original obfgation(s), including accommodation parties, unless a party is expressly released by Lender in writing. Arty maker ar endorser, including accommodation makers, will not lie released bS/ virtu of this Agreement. ff arry person who signed the original obligation dose not sign this Agreement bebw, then ant persons signlrg bebw acknowlettge ttrat this Agreement is given conditionatly, based on the representation to Lender That the non-signing party consents to the Changes and provisions of rtes Agreement or othennr(se wiEl not be released by it. This waiver appeaa not only th arry initial extension, modffir~tion or release, but also to alt such subsequent actions. SUCCESSOR 1NTERE3T9. The tame of this Agreement sfiaH be binding upon Borrower, and upon Borrowers heirs, personal representatives, successors, and assigns, and shall be enforreabie by Lender and its sucxeasors and assigns. NOTIFY US OF fNACCtfRATE INFOR~AATION WE REP~tT TO CONSUfNER REPORTING AGENGES. Please notify us if we report arty inaccurate irrfamtadon shout yotu account(s) th a cxmsumer reporting agency. Your wiitten notice describing the specifle irsaccuracy(ies} should be sent to us at the following address: GRAYSTONE TOWER BANK 182b Good Hare Road Enola, PA 17025, iAiSCEL1ANE0US PROVISIONS. If any part of this Agreement cannot be enforced, this fact will riot affect the rest of the Agreement. Lender may decay or forgo enfnrdng arty of Its rights or remedies under this Agreement without losing them. Borrower and any other person who signs, guarantees or eirdor;ses tltts Agreement, to the axte~nt albwed by taw, waive presentment, demand for payment, and notice of dishonor. Upon arty charge in the terms of this Agreement, and unless otherwise expressly stated in writing, rto party who signs this Agreement, whether as maker, guarantor, accommodation matter or endorser, shill Ira rei~sad from ifat„(Try. All such parties agree that Lender may renew or extend (n3peatedly and for any length of tkne} this loan or release any party or guarentar or collateral; or impair, fait to real¢e upon or pertect Lender's securtty interest In the ooliaterai; and faire any other action deemed necessary by Lander wtthnut the consent of ar notice >p anyone. Ail such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than ilia party with whom the modification is made. The obligations under this Agreamarrt are )ohtt and several. If arty portion of this Agreement is for any reason detannirred to be unenforceable, It wlp not affect the enforceability of any other provisions of this Agreement. CONFESSION OF JUDGMENT. 80RROWER HEREBY IRREVOCABLY ALfTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONVYE.ALTH OF PENNSYLVANIA, OR ELSE1At!-IERE, TO APPEAR AT ANY TIME FOR BORROWER AFTFJ2 A DEFAULT UNDER THIS AGREEMENT AND WITH OR WITHOUT COMPLAINT FILf~, CONFESS OR ENTER JUDGMENT AGAINST BORROWER FOR THE ENTIRE PRINCIPAL BALANCE OF THIS AGREEMENT ANO ALL ACCRUED INTEREST, LATE CHARGF~ AND ANY AND ALL AMOUNTS IXPENDF~ OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THE 1?JOtBCEDNESS, TOGETHFI2 WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (1tJ%} OF THE UNPAID PRINCIPAL BALANCE AND'ACCRUED INTEREST FOR COLLECTION, BUT IN AN`f EVENT NOT LESS THAN FiVE HUNDRED DOLLARS ($600) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMAAEDIATELY; AND FOR 50 DOING, THIS AGREEIAEN7 OR A COPY OF THIS AGREEMENT VFJ2?FIED BY AFFIDAVIT StiALC BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED tN THIS AGREEMENT TO GONFF~S JUDGMENT AGAINST BORROWER SHALT NOT BE DWAUSTED BY ANY F,CERCiSE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ACS. TIMES UNTIL PAYMENT IN FULL CF ALL AMOUNTS DUE UNDER THIS AGREEMENT. CHANGE IN TERMS AGREEMENT loan No: 40000007fi2 (COl~tinUed) Page 3 @ORROWER HEREBY WANES ANY RIGHT BORROWER MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATNE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF TO BORROWERS ATTENTION OR BORROWER HAS BEEN REPRESENTS BY INDEPENDENT LEGAL COUNSEL PRIOR TO SIGNR~Ni THIS AGREEIiAENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THiS AGREEMENT, WCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO THI: TERMS OF THE AGREEIYIENT. THIS AGREEMENT IS GIVEN UNDER SEAL AND R IS W7ENDED THAT THIS AGREEIi1EN7 IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. ' i BORROWER: CENTRAL PENNSriV ULIUONARY CIATES, LLC I By: Ti ~ rk, Member of Certral Peoneylvania Seal) Pul ssociates, LLC LENDER: GRAYSTON BANK, A D SION OF RAYSTONE TOUYER BANK c x in Krlse, Vice rns' ,ntetmotenwpw.s.mmwa awlYwnlevwr+w6w.w.,sr~xn. w¦yr ~..w. •w, d,10lg1YCNf4WOFYC iRMf va., _ _ _ _ . ,..RANGE IN TERMS AGREEM~..:T '1 1- -I-~ Borrower: Central Pennsylvania Pulmonary Associates, LLC Lender: GRAYSTONE BANK 2250 Millennium Way Capital Region Enola, PA 17025 112 Market SVeet Harrisburg, PA 17101 Principal Amount: 5200,000.00 Date of Agreement: January 5 2009 o ex cu an a were o en era romissory of m t e original Principal Amount of Twa Hundred Thousand and 00!100 Dollars ($200,000.001 1"Note") with interest accruing at a Variable Interest Rate of Lender's Prime Rate plus 1.00% with no floor limitation. DESCRlPT10N OF CHANGE IN TERMS. Effective the date of this Agreement, Lender and Borrower have agreed to include a floor of 5. 0% on the Variable Interest Rate, alt the terms of which era defined below. PROMISE TO PAY. Central Pennsylvania Pulmonary Associates, LLC ("Borrower"1 promises to pay to GRAYSTONE BANK ("Lander"), r order, in lawful money of the United States of America, on demand, the principal amount of Two Hundred Thousand & QO/t00 DoNare (5200 0.001 or so much as may be outstanding, together with interest on the unpaid outstanding principal balance of each advance. Interest shall be calculated from the date of each advance until repayment of each advanoe. PAYMENT. Borrower will pay this ban in full immediately upon Lender's demand. Borrower wik pay regular monthly payments of sil accrued unpaid interest due as of each payment date, beginning February 1, 2008, with all subsequent interest payments to be due on the sa day of each month after that. Unless otherwise agreed or required by appliaable law, payments will be app~ed first to any accrued unpaid nterest; then to principal; then to any late charges; and then to any unpaid collection costs. Borrower will pay Lender at Lender's address sho n shove or at such other place as Lender may designate in writing. VARIABLE INTEREST RATE. The interest rate on this loan is subject to change from time to time based on changes in an finder, Which is Lender's Prime Rate (the "Index"). This is the rate Lender charges, or would charge, on 90-day unsecured loans to the most cred tworthy corporate customers. This rata may or may not be the lowest rate available from Lender at any given time. Lender will tai) Borrower current Index rate upon Borrower's request. The interest rate change will not occur more often than each day. Borrower understands that Len er may make loans based on other rates as well. The interest rate to be applied to the unpaid principal balance of this loan will be calc ated as described in the "INTEREST CALCULATION METHOD' paragraph using a rate of 1.000 percentage point over the Index. NOTICE: nder no circumstances will the interest rate on this loan be less than 5.500% per annum or more than the maximum rate allowed by applicable I w. INTEREST CALCULATION METHOD. Interest on this loan is computed on a 365!360 basis; chat is, by applying the ratio of the interest to over a year of 360 days, multiplied by the outstanding prncipal balance, multiplied by the actual number of days the principal balance is ou landing. Al] interest payable under this loan is computed using this method. PREPAYMENT. Borrower may pay without penalty alt or a portion of the amount owed earlier than it is due. Early payments will no ,unless agreed to by Lender in writing, relieve Borrower of Borrower's obligation to continue to make payments of accrued unpaid interest. Rat r, early payments will reduce the principal balance due. Borrower agrees not to send Lender payments marked "paid in ful!", "without rec rse", or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender's rights under this Agreem nt, and Borrower wil! remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, i eluding any check or other payment instrument that indicates that the payment constitutes "payment in full" of the amount owed or that is entered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: GRAYSTONE BANK, t 1 Market Street Harrisburg, PA 17101. LATE CHARGE. If a regularly scheduled interest payment is 20 days or more late, Borrower wilt be charged 10.000% of the regularly s heduled payment or 8250.00, whichever is greater. If Lender demands payment of this loan, and Borrower does not pay the loan in full within 0 days after Lender's demand, Borrower also will be charged either 10.000% of the sum of the unpaid principal plus accrued unpaid in rest or $250.00, whichever is greater. INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, the interest rate on this loan shall be increased b adding a 2.000 percentage point margin ("Default Rate Margin"). The Default Rate Margin shall also apply to each succeeding interest rate cha ge that would have applied had there been no default. If judgment is entered in connection with this Agreement, interest will continue to ace ue after the date of judgment at the rate in effect at the time judgment is entered. However, in no event will the interest rate exceed the aximum interest rate limitations under applicable law. LENDER'S RIGHTS. Upon Lender's demand, Lender may, after giving such notices as required by applicable law, declare the entir unpaid principal balance under this Agreement and all accrued unpaid interest immediately due, and than Borrower will pay that amount. ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect this Agreement if Borrower does not pay. Borro er will pay Lender that amount. This includes, subject to any limits under applicable law, Lender's reasonable attorneys' fees and Lende 's legal expenses, whether or not there is a lawsuit, including reasonable attorneys' fees, expenses for bankruptcy proceedings {including a forts to modify or vacate any automatic stay or injunction), and appeals. If not prohibited by applicable law, Borrower also will pay any court asts, in addition to all other sums provided by law. JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by eithe Lender or Borrower against the other. GOVERNING LAW. This Agreement will be gavemed by federal law applicable to Lender and, to the extent not preempted by federal aw, the taws of the Commonwealth of Pennsylvania without regard to fts confBets of law provisions. This Agreement has been accepted by L nder in the Commonwealth of Pennsylvania. CHOICE OF VENUE. (f there is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of the courts of Dauphin ounty, Commonwealth of Pennsylvania. RIGHT OF SETOFF. 7o the extent permitted by applicable law, Lander reserves a right of setoff in all Borrower's accounts with Lender { hether checking, savings, or some other account!. This includes all accounts Borrower holds jointly with someone else and all accounts Borro er may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohi ited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing an the indebtedness ago nst any and all such accounts. LINE OF CREDIT. This Agreement evidences a revolving line of credit. Advances under this Agreement may be requested either or ly or in writing by Borrower or by an authorized person. All oral requests shall be confirmed in writing on the day of the request, on forms acce table to Lender. All communications, instructions, or directions by telephone or otherwise to Lender are to be directed to Lender's office show above. Borrower agrees to be liable for elf sums either: iA} advanced in accordance with the instructions of an authorized person ar (B) cr dited to - CHANGE fN TERMS AGREEMEN~~-- Loan No: 4000000762 tCOntiRUed1 Page 2 any of Borrower's accounts with Lender. The unpaid principal balance owing on this Agreement at any time may be evidenced by end sements on this Agreement or by Lender's internal records, including daily computer print-outs. CONTINUING VALIDITY. Except as expressly changed by this Agreement, the terms of the original obligation or obligations, inc uding all agreements evidenced or securing the obligations>, remain unchanged and in fulE force and effect. Consent by Lender to this Agree ant does not waive lender's right to strict performance of the obligation(s) as changed, nor obligate Lender to make any future change in terms. Nothing in this Agreement will constitute a satisfaction of the obligation(s). It is the intention of Lender to retain as liable parties all m kers and endorsers of the original obligation(s) including accommodation yarties uplsi~,~a.~,u2y s aYnrwcciy ~~a~a~i endorser, including accommodation makers, will not be released by virtue of this Agreement. If any person who signed the original bligation does not sign this Agreement below, then alt persons signing below acknowledge that this Agreement is given conditionally, bas d on the representation to Lender that the non-signing party consents to the changes and provisions of this Agreement or otherwise wit! not b released by it. This waiver applies not only to any initial extension, modification or release, but also to all such subsequent actions. SUCGE550R INTERESTS. The terms of this Agreement shell be binding upon Borrower, and upon Borrower's heirs, personal repres tatives, successors, and assigns, and shall be enforceable by Lender and its successors and assigns. MISCELLANEOUS PROVISIONS. If any part of this Agreement cannot be enforced, this fact will not affect the rest of the Agreement Lender may decay or forgo enforcing any of its rights or remedies under this Agreement without losing them. Borrower and any other pe on who signs, guarantees or endorses this Agreement, to the extent allowed by law, waive presentment, demand for payment, end notice of ishonor. Upon any change in the terms of this Agreement, and unless otherwise expressly stated in writing, no party who signs this Agreement whether as maker, guarantor, accommodation maker or endorser, shall be released frgm liability. All such parties agree that Lender may renew r extend (repeatedly and for any length of time) this loan or release any party or guarantor or collateral; or impair, fail to realize upon or perfe Lender's security interest in the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the mo ification is made. The obiigatians under this Agreement are joint and several. PR10R TO 51GNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THtS AGREEMENT, INCLUD G THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE AGREEMENT. THIS AGREEMENT IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS AGREEMENT 15 AND SHALL CONSTITUTE AND H VE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. BORROWER: CENTRAL PENNSYLV NARY A OCIATES, LLC BY: (Seep Timo A. CI Ilpe er of CenVal Pennsylvania Pulmonary As,~ocja~es, LLC LENDER: jj,~~ GRAYSTONE B K r X Mlnta . Kri e, Vice res ant lA99R NIO LenJnO. V,r. 5.42.W.OOt C9Ar. /N,MA RmAW Jel~tier.,, IM. 19W. ]009. All NI9M, 9am,ree. - M 5:4.ewitACFl1Vl1D]O[.rc 1P-]99 IA-1 I ~~rs~~~~h~r~r~a ~!r, l.~Lr~~`J~ ~lfiit~l.....~.!. +rl=~ ~K:~i~ ~C ''E'->L.`t"~ ~~:+::J~.ur'T~G` i AUgu~t 7U i2 _ I Cent-ai Pennsylvania Pulmonary Associates: L'~~ Timothy A. Giotto, Guarantor Cara J. Dente-Clark, Guarantor Sleep Disorder Centers a Central Pennsylvania; f nc. Timothy A. Clark; President, Guarantor 2250 t~~tillennium Wav Enola, PF. 1?025 Re: Haan In Crigina( arineip,aE Ats?QUfrtt a` $2C10,QOQ.QO By 5usque~;anna Bank; ffkla Grays~ar~e Bank, To _Cec?t:rai Pennsyfvar~i:a Pr~[Enanarv Associai,:es. LAC. Gear l,~Er. Glark; This letter is directed to ycrl as sale member o= Central PEnnsyivania Pulmonary Associates; l_LC, guarantor as President of Sleep Disorder Centers of Central ?enr,syivania, Inc., and as a personal guarantor of the above captioned lean Susquehanna Bank; f!'t~Ja Graystane Bank; (the `LenGe-"` -Wade a ioa^ to you in the original principal amount of X200;000.00. The loan in the original prncipal amount of ~200,DC0.00 evidenced by a Promissory Nate dated February 23; 200ir; C7ange in Terms Agreements dated January 5, 2009 and Janua; y 11, 20~ ~ , a:n Open-End f~ftartgage dated February 23; 200a and vario::s documents relating thereto or =xecuied in connection therewith. The Loan Docume~ its shall be referred tc cofiectiv~g- as the °Loar: Documents" between Central Pennsylvania Puimo~ary Associates; LLG as the borrower and Susquehanna Bank.. flk/a Graystone Bank: as lender. `!cu are in default under the Loan Documents because you failEd o make payments when and as due under the terms thereof on tune ~ 2~' 2 and Juiv i . 2,~ ~ 2. ~OnSO%Uently. tl1E Lender has cX°rC;Sed itS rlgi't `t0 dac:are ail amOUntS OUiSt~r;dlnu u-taer the Loan Gocuments to be immediately due and pavabie - As of P,ugust 202; the balance cutstandtng ~~ndE; the Loan GoCzmerits IS 54;259.94. Interest accrues o;.~ the unpaid principal balanca at the r2te of ~2~. i 3 per day vier August 20`2, in additron to the above amounts; you arE obligated to pay all reaSOnable attorneys' fec''S and eXpBnS2S IrtCUired b1r C`1E !ender In E.'r!iorGlnQ ihE L;,a!` Documents. #f~BiT D Central Pennsylvania Pulmonary Associates, LLC August 1, 2Q12 Page 2 ~ Nothing in this letter should be deemed an agreement by the Lender to forbear from enforcing any rights or remedies available to it under the Laan Dacuments or acceptance by the Lender of payment of less than the full amount due under the Loan Documents shall not constitute a waiver of the demand for payment of all amounts due, or any of the rights available to the Lender under the Laan Documents ar applicable law. Susquehanna Bank By, is ~ 1. ~ _.-t Lisa Painter VP, Loan Workout Officer OREONVarkout Department Phone: (717) 724-46Q5 i VERIFICATION Lisa Painter verifies that she is the Loan Workout Officer of Susquehanna Bank, Plaintiff in the within matter, that she is authorized to execute this Verification on its behalf, and that the facts set forth in the within Complaint are true and correct to the best of her knowledge, information and belief. She understands that false statements herein are made subject to the penalties of 18 Pa.C.S. Section 4904 relating to unsworn falsification to authorities. Date: ~~~-/'1 ~7i Lisa Painter 3647631-1 1 !1 F'~~~S~~h'~7 C©~~ L V,~ NrA T'r' BARLEY SNYDER LLP William C. Colby, Jr., Esquire Troy B. Rider, Esquire Court I.D. No. 46880; 206319 50 North Fifth Street, P.O. Box 942 Reading, PA 19603-0942 (610) 376-6651 Attorney for Plaintiff SUSQUEHANNA BANK, Successor by COURT OF COMMON PLEAS OF Merger to GRAYSTONE BANK CUMBERLAND COUNTY, Plaintiff PENNSYLVANIA v. CIVIL ACTION -LAW CENTRAL PENNSYLVANIA I PULMONARY ASSOCIATES, LLC No. I ~ , ~ 3 c .v De endant NOTICE UNDER RULE 2958.1 OF JUDGMENT AND EXECUTION THEREON NOTICE OF DEFENDANTS' RIGHTS TO: CENTRAL PENNSYLVANIA PULMONARY ASSOCIATES, LLC DATE: August ~ 2012 A judgment in the amount of $169,732.18, plus interest at the rate per day rate of $23.1 from August 8, 2012, continuing late fees, and costs of collection has been entered against you and in favor of the Plaintiff, Susquehanna Bank, without any prior notice or hearing based on a confession of judgment contained in a written agreement or other paper allegedly signed by yo . 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 364'7631-1 ~ , 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 NOT HAVE A LAWYER, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW. THIS OFFICE CAN PROVIDE YOU WITH INFORMATION ABOUT HIRING A LAWYE . IF YOU CANNOT AFFORD TO HIRE A LAWYER, THIS OFFICE MAY BE ABLE TO PROVIDE YOU WITH INFORMATION ABOUT AGENCIES THAT MAY OFFER LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE. Cumberland County Bar Association 34 S. Bedford Street Carlisle, Pennsylvania 717-249-3166 Respectfully submitted, BARLEY SNYDER LLP By Willi .Colby, Jr., Esquire Troy B. Rider, Esquire Attorney for Plaintiff 3647631-i _ _ _ t SUSQUEHANNA BANK, Successor by COURT OF COMMON PLEAS OF Merger to GRAYSTONE BANK CUMBERLAND COUNTY, Plaintiff PENNSYLVANIA v. CIVIL ACTION -LAW CENTRAL PENNSYLVANIA ~ PULMONARY ASSOCIATES, LLC No. ) ~ - Sa 3~ De endant (X) Notice is hereby given that a judgment in the above-captioned matter has been entered against you in the amount of $169,732.18, on August o`~a, 2012. (X) A copy of all documents filed with the Prothonotary in support of the within judgment e enclosed. Prothonotary Civil Division By: If you have any questions regarding this Notice, please contact the filing party: NAME: William F. Colby, Jr. Esquire Troy B. Rider, Esquire Barley Snyder LLP ADDRESS: 50 North Fifth Street P.O. Box 942 Reading, PA 19603 TELEPHONE:(610) 376-6651 (This Notice is given in accordance with Pa.R.C.P.236.) NOTICE SENT TO: NAME: Central Pennsylvania Pulmonary Associates, LLC. ADDRESS: c/o Robert Romako, McKonley and Asbury, 415 Fallow Field Road, Camp Hill, Pa 17011 ADDRESS: 2250 Millennium Way, Enola, PA 17025 3647631-1