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BARLEY SNYDER LLP C~,'t~~ERL~ND caU~dTY
William C. Colby, Jr., Esquire ~tNNSYLVAHIA
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. CNIL ACTION -LAW
TIMOTHY A. CLARK
De endant No. - f
CONFESSION OF JUDGMENT
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 la e
fees, and costs of collection.
BARLEY SNYDER L
By:
William .Colby, Jr., squire
Troy B. Rider, Esquire
Q~~ w~lo,oo a
3648324 ~ O~ ~ /O~
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BARLEY SNYDER LLP ~~,~s YL A NIAN ~ ~
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
TIMOTHY A. CLARK
De endant No. ` ~ ' S a~ 3 1~/l
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. The Defendant, Timothy A. Clark, is an adult individual with last known
addresses of 1401 English Drive, Mechanicsburg, PA 17055 and 2250 Millennium Way, Enol ,
PA 17025.
3. On February 23, 2006, for value received, in connection with a commercial to ,
and not a consumer transaction, Central Pennsylvania Pulmonary Associates, LLC (the
"Business"), issued to the order of, and delivered to the Plaintiff a certain Promissory Note
(``Note"), pursuant to which the Business promised to pay the Plaintiff the principal amount of
Two Hundred Thousand Dollars ($200,000.00), plus interest and late fees thereon as therein
3648324
provided. A true and correct copy of the Note is attached hereto, made a part hereof, and mark d
Exhibit "A."
4. As security for the payment and performance of the obligations of the Business
under the Note, the Defendant executed and delivered to the Plaintiff a certain Commercial
Guaranty (the "Guaranty"), dated February 23, 2006; a true and correct copy of which is attach d
hereto, made a part hereof, and marked Exhibit "B." A true and correct copy of the Disclosure or
Confession of Judgment is attached hereto, made a part hereof, and marked Exhibit "C".
5. 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
of the Note as described in the Agreements. A true and correct copy of the Agreements is
attached hereto, made a part hereof, and marked as Exhibit "D". The Note and Agreements ar
hereinafter collectively referred to as the "Note".
6. The Business is in default because the Business has failed, refused, and continu s
to fail and refuse to pay the amount due Plaintiff as demanded by Plaintiff under and pursuant o
the Note.
7. As a result of the default of the Business under the Note, the Plaintiff enters
judgment against the Defendant.
8. Judgment has not been entered on the warrant of attorney contained in the
Guaranty in any jurisdiction.
9. The Guaranty has not been assigned, and the Plaintiff remains the holder hereo
10. Judgment is not being entered by confession against a natural person in
connection with a consumer credit transaction.
3648324 2
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11. An itemization of the amount due and owing to the Plaintiff by the Defendant
under the Guaranty, 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 la
fees, and costs of collection.
12. The warrant of attorney contained in the Guaranty provides for confession of
judgment against the Defendant for the amounts itemized as set forth in Paragraph 11 above.
WHEREFORE, the Plaintiff, prays your Honorable Court to grant judgment in favor o
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 e
of $23.13, from August 8, 2012, late fees, and costs of collection.
BA~L,E LP
By:
William F. lby, Jr., Esquire
Troy B. ider, Esquire
Attorneys for Plaintiff
3648324 3
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. PROMISSORY NOTE
Borrower: Central Pennsylvania Puknonary Associates, LLC Lender: GRAYSTONE BANK !
2250 Miasnrdum Way Capital Region
Enola, PA 17025 112 Market Street j
Harcisburg, PA 17101 j
Principal Amount: 5200,000.00 Date of Note: February 2 , 2006
in lawful money of the Urrited States of America, on demand, the principal anu>fmt of Two Hundred Thousand & 00/100 Do1aro (5200 000.00)
or so much as may be outstanding, together with interest on the unpaid oubtanding prindpal balance of each advance. interest shall be
cak;uhted from the date of each advance until repayment of each advance.
PAYMENT. Borrower wiN pay this loan in tuB immediately upon Lender's demand. Borrower wr71 pay regular monthly payments of a accrued ~
unpaid interest due as of each payment data, beginning Aprg 1, 2006, with ~ subsequent interest payments to be due on the same da of each
month after that Unleaa otherwise agreed or required by appicable law, paymertb wiN ba appNed first to any accrued unpaid ketsr then to
princ~al; then to any bta charges; and than to any unpaid caBectbn costs. Ths arisrual interest rate for tfiis Note is computed on a 651360
basis; that is, by apQlying the rMio of the annual hrtereat rate over a year of 360 days, multiplied by the autatanding principal balance, uttipied
by the actual number of days tfis principal balance is outstanding. Borrower wip pay Lender at Lender's address shown above a at s h other
place as Lender may designate in.writing.
VARIABLE INTEREST RATE. The interest rate on this Nota is subject to change from time to time based on changes in an index hich is
Lender's Prime Rote (the "Index"1. This is the rate Lender charges, or would charge, on 90-day unsecured loans to the most cr itworthy
corporate customers. This rate may w may not be the lowest rate available from Lender at any given time: Ler~ter will tell Borcower current
Index rate upon Borrower's request. The interest rate change will not occur more often than each day. Borrower understands that Le er may
make loans based on other rates as weq. The interest rata to be applied to the unpaid principal balance of this Noie will 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 ra allowed
by applicable law.
PREPAYMENT. Borrower agrees that all loan fees and other prepaid finance charges are earned fully as of the date of the loan and w I not be
subject to refund upon early payment (whether voluntary or as a resuk of default(, except as otherwise required by law. Excep for the
foregdng, Borrower may pay without penalty all or a portion of the amount owed earlier then it is due. Early payments will not, unlea agreed
to by Lender in writing, relieve Borcower of Borrower's obligation to continue to make payments of accrued unpaid interest. Ra r, early
payments will reduce the principal balance due. Borrower agrees not to sand ),ender payments marked "paid in full", "without reco rse", or
similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender's rights under this Note, and orrower
will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including a y check
or other payment instrument that indicates that the payment constitutes "payment in futl" of the amount owed or that is tendered w other
conditions or Limitations or as full satisfaction of a disputed amount must be mailed or deliverod to: GRAYSTONE BANK, 112 Mark t Street
Harrisburg, PA 17101.
LATE CHAR[iE. if a regularly scheduled interest payment is 20 days or more late, Borrower will be charged 10.000% of tM reguWty heduted
payment or 52b0.00, whichever is {pester. If Lender demands paymerrt of this loan, and Borrower does not pay the loan in full within 0 days
after Lender's demand, Borrower ciao wiU be charged srther 10.000% of the sum of the unpaid principal plus accrued unpaid int rest or
5250.00, whichever ~ greater.
INTEREST AFTER DEFAULT. Upon defauk, including failure to pay upon final maturity, Lender, at its option, may, if permitted under a livable
law, increase the variable interest rate on this Note to 3.000 percentage points over the Index. The interest rate will not exceed the ximum
rate permitted by applicable law. If judgment is entered in connection with this Note, interest will continue to accrue on this N to after
judgment at the interest rate applicable to this Note 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 entir unpaid
principal balance on this Note aril aII accrued unpaid interest immediately due, artd then Borcower will pay that amount.
ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to heap 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 end Lender's legal expenses, w then or
not there is a lawsuit, incfudi~g attorneys' fees, expenses for bankruptcy proceedings (including efforts to modify or vacate any autom tic stay
or injunction), and appeals. If not prohibited by applicable law, Borrower also wr71 pay any court costs, in addition to all other sums pro ided by
law.
JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by eithe Lander
or Borcower against the other.
GOVERNING LAW. This Note wrll be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of
the Commonwealth of Pennsylvania without regard to its conflicts of law provisions. This Note has been accepted by Lende in the
Commonweakh of Pennsylvania.
CHOICE OF VENUE. if there is a lawsuit, Borrower agrees 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 applicable taw, Lender reserves a right of setoff in all Borcower's accounts with Lander f bather
checking, savings, or some other account). This includes all accounts Borcower holds jointly with someone else and ell accounts Borco er may
open in the future. However, this does not include any IRA or Keogh accounrts, or any trust accounts for which setoff would be prohi tied 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 alt such accounts.
LINE OF CREDiT. This Note evidences a revolving line of credit. Advances under this Nota may be requested either orally or in w ting by
Borrower or by an authorized person. All oral requests shat[ be confirned in writing on the day of the request, on forms acceptable to nder.
All communications, instructions, or directions by telephone or otherwise to Lender are to be directed to Lender's office shown above. B mower
agrees to be liable for alt sums either: (A) advanced in accordance with the instructions of an authorized person or lei credited to any of
Borrower's accounts with Lender. The unpaid principal balance owing on this Note at any time may be evidenced by endorsements on t 's Note
or by Lender's internal records, including daily computer print-outs.
SECURfTY. All collateral {as herein defined! is security for this Note and any renewals, extensions and modifications thereof, and the p ant,
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 benefrt of Lander, whether arising directly to Lender under this Nota or under a other
agreement, promissory note or undertakings now existing or hereinafter entered into by the Borrower to the Lender. The term "Co ateral"
E~E~I:~BtT A
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PROMISSORY NOTE -
Loan No: 4000000762 (Continued) I page 2
includes a!I tangibb and intangible property (i) described in arty mortgage, pledge, assignment or other security document separately a ecuted in
favor of Lender, and {ii) 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 b granted
predicated on the performance of the company and/or individuals and adherence to the Loan Agreement and/or loan policy.
CROSS COLLATERALIZEJCROSS DEFAULT. This loan will be cross-collateralized/cross-defaulted with all other loans from Borrower, or any of
Borrower's related entities, to Lender. If at any time there is a defauh under this loan, all loans will be considered in defauk and all o [standing
amounts u er ana w~ a imme late y ue a pays a in a au t m one oan s a cons lute a su t in a o ors.
SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and upon Borrower's heirs, personal repres ntattves,
successors and assigns, and shall inure to the benefit of Lender and its successors and assigns.
GENERAL PROVISKNS. Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them. Bo war and
any other person who signs, guarantees or endorses this Note, to the extent allowed by law, waive presentment, demand for pay eM, and
notice of dishonor. Upon any change in the terms of this Note, and unless otherwise expressty stated in writing, no party who signs his Note,
whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. AlCsuch parties agree that Lender y renew
or extend (repeatedly and for any length of time) this Icon or release any party or guarantor or collateral; or impair, fail to realize upon perfect
Lender's security interest in the collateral; and take any other action deemed necessary by Lender without the consent of or notice t anyone.
Ail such parties also agree that Lender may modify this loan without the eonseM of or notice io 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 determi ed to be
unenforceable, it will not affect the enforceability of any otfier provisions 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 AF?ER 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, LATE CHARGES AND NY 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 OFTEN PERCENT 110%? OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTE S7 FOR
COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS {S5001 ON WHICH.JUDGMENT OR JUDGMENTS ONE 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 PA ENT IN
FUU. OF ALL AMOUNTS DUE UNDER THIS NOTE. BORROWER HEREBY WAIVES ANY RIGHT BORROWER MAY HAVE TO NOTICE R TO A
HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER
SPEGFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO BORROWER'S ATTENTION OR BORROWER H S BEEN
REPRESENTED BY INDEPENDENT LEGAL COUNSEL.
PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLUDING THE V RIABLE
INTEREST RATE PROVISIONS. BORROWER AGREES TO THE'I'~tMS OF THE NOTE.
BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OP THIS PROMISSORY NOTE.
THIS NOTE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS NOTE IS AND SHALL CONSTTfUTE AND HAVE THE EFFE OF A
SEALED INSTRUMENT ACCORD~iG 70 LAW.
BORROWER:
CENTRAL PENNSYLVANIA ARY , LLC
BY~ (Seat)
T A. e r of Central P vanla
Pulmonary tea, LLC
LENDER:
GRAYSTON NK
X
Mints E. K s, Vtce Prsai
tA6W M10 Lwiq, Vw. 6.>8.00A01 CM. Mi1w1 Fwu,al,l6Wtluu,, Ms. if67. 1006. JW Whs MwwL - M E:YnwYAOHLLILNIOR T1-186 AFI
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. COMMERCIAL GUARANI _
Borrower: Centre Pennsylvania Pulmonary Associates, LLC Lender: GRAYSTONE BANK
2250 MiNsnnium Way Capital Region
Enola, PA 17025 112 Market Street
Harrisburg, PA 17101
Guarantor: Timothy A. Clark
9 Sand Pine Court
Mechanicsburg, PA 17050
CONTINU~IG GUARANTEE OF PAYMENT AND PERFORMANCE. For good and valuable consideration, Guarantor absolutely and unco ditionalty
guarantees full and punctual payment and satisfaction of the Indebtedness of Borrower to Lender, and the performance and discha ge of ail
Borrower's obligations under the Note and the Related Documents. This is a guaranty of payment and performance and not of coil etion, so
Lender can enforce this Guaranty against Guarantor even when Lender has not exhausted Lender's remedies against anyone else ob igated to ~
pay the Indebtedness or against any collateral securing the ]ndebtedness, this Guaranty or any other guaranty of the Indebtedness. uarantor i
will make any payments to Lender or its order, on demand, in legal tender of the United States of America, in same-day funds, without et-off or
deduction or counterclaim, end will otherwise perform Borrower's obligations under the Note and Related Documents. Under this uaranty,
Guarantor's liability is unlimited and Guarantor's obligations are continuing. ~
INDEBTEDNESS. The word "Indebtedness" es used in this Guaranty means all of the principal amount outstanding from time to time a d at any
one or more limas, accrued unpaid interest thereon end all collection costs and Isgal expenses related thereto permitted by taw, attorn ys' fees,
arising from any and all debts, Ilabltities and obligations of every nature or form, now existing or hereafter arising or acquired, that orrower
indlvldually or collectively or interchangeably with others, owes or will owe Lender. "Indebtedness" includes, without limitation, loans, dvances,
debts, overdraft indebtedness, credit card indebtedness, Jesse obligations, other obligations, and Itabilities of Borrower, and any presen or future
judgments against Borrower, future advances, loans or transactions that renew, extend, modify, refinance, consolidate or substi to these
debts, liabiiities and obligations whether: voluntarily or involuntarily incurred; due or to become due by their terms or acceleration; a solute or
contingent; liquidated or unliquidated; determined or undetermined; direct or indirect; primary or secondary in nature or arising from a guaranty
or surety; secured or unsecured; joint or several or joint and several; evidenced by a negotiable or non-negotiable instrument o writing;
originated by lender or another or others; barred or unenforceable against Borrower for any reason whatsoever; for any transactions that may
be voidable for any reason (such as infancy, insanity, ultra vires or otherwise); and originated then reduced or extinguished and then a terwards
increased or reinstated.
The above limitation on liability is not a restriction on the amount of the Note of Borrower to Lender either in the aggregate or at any ne time.
It Lander presently holds one or more guaranties, or hereafter receives additional guaranties from Guarantor, Lender's rights under ail uaranties
shall be cumulative. This Guaranty shall not (unless specifically provided bebw to the contrary) affect or invalidate any such other g eranties.
Guarantor's liability will be Guarantor's aggregate liability under the terms of this Guaranty and any such other unterminated guarantees
CONTINUING GUARANTY. THIS IS A "CONTINUING GUARANTY" UNDER WHICH GUARANTOR AGREES TO GUARANTEE THE F LL AND
PUNCTUAL PAYMENT, PERFORMANCE AND SATISFACTION OF THE INDEBTEDNESS OF BORROWER TO LENDER, NOW EXIS ING OR
IiEREAFTER ARISING OR ACQUIRED, ON AN OPEN AND CONTINUING BASIS. ACCORDINGLY, ANY PAYMENTS MADE ON THE
INDEBTEDNESS WILL NOT DISCHARGE OR DIM)N1SH GUARANTOR'S OBLIGATIONS AND LIABILITY UNDER THIS GUARANTY OR ANY
REMAINING AND SUCCEEDING INDEBTEDNESS EVEN WHEN ALL OR PART OF THE OUT57ANDlNG INDEBTEDNESS MAY BE A ZERO
BALANCE FROM TIME TO TIME.
DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lend r, or any
notice to Guarantor or to Borrower, and will continue in full force until alt the Indebtedness incurred or contracted before receipt by ender of
any notice of revocation shalt have been fully and finally paid and satisfied and all of Guarantor's other obligations under this Guaranty hail have
bean. performed in full. If Guarantor elects to revoke this Guaranty, Guarantor may only do so in writing. Guarantor's written notice of
revocation must be mailed to Lsnder, by certified mail, at Lender's address listed above or such other place as Lender may designate i writing.
Written revocation of this Guaranty will apply only to advances or new Indebtedness created after actual receipt by Lender of G grantor's
written revocation. For this purpose and without limitation, the term "new [ndebtedness" does not include the Indebtedness which a the time
of notice of revocation is contingent, unliquidated, undetermined or not due and which later becomes absolute, liquidated, determin or due.
This Guaranty will continue to bind Guarantor for alt the Indebtedness Incurred by Borrower or committed by Lender prior to ceipt of
Guarantor's written notice of revocation, including any extensions, renewals, substitutions or modifications of the Indebtedness. All enewals,
extensions, substitutions, and modifications of the Indebtedness granted after Guarantor's revocation, are contemplated under this Guaranty
and, specifically will not be considered to be new Indebtedness. This Guaranty shall bind Guarantor's estate as to the Indebtednes created
both before and after Guarantor's death or incapacity, regardless of Lender's actual notice of Guarantor's death. Subject to the regoing,
Guarantor's executor or administrator or other Isgal representative may terminate this Guaranty in the same manner in which Guars or might
have terminated it and with the same effect. Release of any other guarantor or termination of any other guaranty of the Indebtednes shall not
affect the liability of Guarantor under this Guaranty. A revocation Lender receives from any one or more Guarantors shall not affect t e liability
of any remaining Guarantors under this Guaranty. k is anticipated that fluctuations may occur in the aggregate amount of the Ind btedness
covered by this Gua?anty, and Guarantor specifically acknowledges and agrees that reductions in the amount of the Indebtedness, sv n to xero
dollars {50.00), prior to Guaramor's written revocation of this Guaranty shall not constitute a termination of this Guaromy. This G runty is
binding upon Guarantor and Guarartor's heirs, successors and assigns so long as any'of the Indebtedness remains unpaid and even t ough the
Indebtedness may from time to time be zero doNars (S0.00)-
GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, either before or after any revocation hereof, without notice or
demand and without lessening Guarantor's IiabiNty under this Guaranty, fiom time to time: (A) prior to revocation as set forth above to make
one or more additional secured or unsecured loans to Borrower, to lease equipment or other goods to Borrower, or otherwise o extend
additional credit to Borrower; (B) to alter, compromise, renew, extend, accelerate, or otherwise change one or more rimes the time fo payment
or ocher terms of the Indebtedness or any part of the Indebtedness, including increases and decreases of the rate of inters t on the
Indebtedness; extensions may be repeated and may be for longer than the original loan term; IC) to take and hold security for the p yment of
this Guaranty or the Indebtedness, and exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any such sec rity, with
or without the substitution of new collateral; ID) to release, substitute, agree not to sue, or deaf with any one or more of Borrower' sureties,
endorsers, or other guarantors on any terms or in any manner Lender may choose; {E) to determine how, when and what appl cation of
payments and credits shall be made on the Indebtedness; IF) to apply such security and direct the order or manner of sale thereof, including
without limitation, any nonjudicial sate permitted by the terms of the controlling security agreement or deed of trust, as Lender in its iscretion
may determine; (Gl to sell, transfer, assign or grant participations in all or any part of the Indebtedness; and (H1 to assign or tra seer this
Guaranty in whole or in part.
GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that (AI no represen ations or
agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (B) this G aranty is
E~~i~BIT B
l
COMMERCIAL GUARANTY
Loan No: 4000000762 (Continued) Page 2
executed at Borrower's request and not at the request of Lender; iC} Guarantor has full power, right and authority to enter into this uaranty;
(D} the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon uarantor
and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; {EI Guarantor has not and will no ,without
the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substant} Ily all of
Guarantor's assets, or any interest therein; lF) upon Lender's request, Guarantor will provide to Lender financial and credit informati n in form
acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be p ovided to
Lender is and will be true and correct in all material respects and fairly present Guarantor's financial condition as of the dates th financial
in orma on is prove a no ma e a a rse c n
financial statements provided to Lander and no event has occurred which may materially adversely affect Guarantor's financial cond lion; {HI
no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes} against Guarantor is nding or
threatened; (I} Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J} Guarantor has a tablished
adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor grees to
keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks nder this
Guaranty, and Guarantor further agrees that Lander shall have no obligation to disclose to Guarantor any information or documents a quired by
Lender in the course of its relationship with Borrower.
GUARANTOR'S FINANCIAL STATEMENTS. Guarantor agrees to furnish Lender with the following:
Annual Statements. As soon as available, but in no event later than sixty (60) days after the end of each fiscal year, Guarantor' balance
sheet and income statement for the year ended, prepared by Guarantor.
Tax Rewrns. As soon as available, but In no event later titan sixty 1$0I days after the applicable filing date for the tax report g period
ended, Federal and other governmental tax returns, prepared 6y Guarantor.
All financial reports required to be provided under this Guaranty shall be prepared in accordance with GAAP, applied on a consistent asis, and
certified by Guarantor as being true and correct.
GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (A) to contin a lending
money or io extend other credit to Borrower; IB) to make any presentment, protest, demand, or notice of any kind, including note a of any
nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of orcower,
Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or dditional
loans or obligations; iC} to resort for payment or to proceed directly or at once against any person, including Borrower or any other uarantor;
(D) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; to give
notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or to co ply with
any other applicable provisions of the Uniform Commercial Code; (F) to pursue any other remedy within Lender's power; ar IG} to c mmit any
act or omission of any kind, or at any time, with respect to any matter whatsoever.
Guarantor also waives any and ail rights or defenses based on suretyship or impairment of collateral including, but not limited to, an rights or
defenses arising by reason of fA1 any "one action" or 'anti-deflciency" taw or any other law which may prevent Lender from bri grog any
action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosu a action,
either judicially or by exercise of a power of sale; [B) any election of remedies 6y Lender which destroys or otherwise adverse y affects
Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, e y loss of
rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; IC) any disability or other Tense of
Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoe er, other
than payment in full in ?egal tender, of the Indebtedness; (DI any right to claim discharge of the Indebtedness on the basis of njustlfied
impairment of any collateral for the Indebtedness; IE) any statute of limitations, if at any time any action or suit brought by Len r against
Guarantor is commenced, there is outstanding Indebtedness which is not barred by any applicable statute of limitations; or IF) any defenses
given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by orrower,
whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of the payment
to Borcower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of de tors, the
Indebtedness shalt be considered unpaid for the purpose of the enforcement of this Guaranty.
Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaran y for any
claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be assert d by the
Borrower, the Guarantor, or both.
GUARANTOR'S UNDERSTANDING WRH RESPECT TO WAIVERS. Guarantor warrants and agrees that each of the waivers set fort above is
made with Guarantor's full knowledge of its significance and consequences and that, under the circumstances, the waivers are reaso able and
not contrary to public policy or law. If any such waiver is determined to be contrary to any applicable law or public policy, such waiv r shall be
effective only to the extent permitted by law or public policy.
RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Guarantor`s accounts wi h Lender
(whether checking, savings, or some other account). This includes all accounts Guarantor holds jointly with someone else and all accounts
Guarantor may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be
prohibited by taw. Guarantor authorizes Lender, to the extent permitted by applicable }aw, to hold these funds if there is a default, a d Lender
may apply the funds in these accounts to pay what Guarantor owes under the terms of this Guaranty.
SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the Indebtedness, whether now existing or hereafter
created, shall be superior to any claim that Guarantor may now have or hereafter acquire against Borrower, whether or not Borrower becomes
insolvent, Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower, upon any account whatsoev r, to any
claim that Lender may now or hereafter have against Borrower. In the event of insolvency and consequent liquidation of the assets of orrower,
through bankruptcy, by an assignment for the benefit of creditors, by voluntary liquidation, or otherwise, the assets of Borrower ap liceble to
the payment of the claims of both Lender and Guarantor shall be paid to Lender and shall be first applied by Lender to the Inde tedness.
Guarantor does 'hereby assign to Lender all claims which it may have or acquire against Borrower or against any assignee or rustee in
bankruptcy of Borrower; provided however, that such assignment shall be effective only for the purpose of assuring to Lender full p yment in
legal tender of the Indebtedness. If Lender so requests, any notes or credit agreements now or hereafter evidencing any debts or obit ations of
Borrower to Guarantor shall be marked with a legend that the same are subject to this Guaranty and shall be delivered to Lender. uarantor
agrees, and Lender is hereby authorized, in the name of Guarantor, from time to time to file financing statements and continuation s elements
and to execute documents and to take such other actions as Lender deems necessary or appropriate to perfect, preserve and enforce its rights
under this Guaranty.
MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Guaranty:
Amendments. This Guaranty, together with any Related Documents, constitutes the entire understanding and agreement of the arties as
_ _ _ _ ~ )
. COMMERCIAL GUARANTY
Loan No: 4000000762 (COifltiiflhl8d) ',Page 3
to the matters set forth in this Guaranty. No alteration of or amendment to this Guaranty shall be effective unless given In w Iting and
signed by the party or parties sought to be charged or bound by the alteration or amendment.
Attorneys' Fees; Expenses. Guarantor agrees to pay upon demand all of lender's costs and expenses, including Lender's attorn ys' fees
and Lender's legal expenses, incurred in connection with the enforcement of this Guaranty. Lender may hire or pay someone el to help
enforce this Guaranty, and Guarantor shall pay the costs and expanses of such enforcement. Costs and expenses include Lender's
attorneys' fees and legal expenses whether or not there is a [awsuit, including attorneys' fees and Legal expenses for b nkruptcy
- ioc~
services. Guarantor also shall pay all court costs and such additional fees as may be directed by the court.
Caption Headings. Caption headings in this Guaranty are for convenience purposes only and are not to be used to interpret or fine the
provisions of this Guaranty.
Governing Law. This Guaranty will be governed by federal law applicable to Lender and, to the extern not preempted by federal law, the
laws of the Commonweahh of Pennsylvania without regard to its conflicts of law provisions. This Guaranty has been accepted y Lender
in the Commonwealth of Pennsylvania.
Choice of Venue. if there is a lawsuit, Guarantor agrees upon Lender's request to submit to the jurisdiction of the courts c Dauphin
County, Commonwealth of Pennsylvania.
Irnegration. Guarantor further agrees that Guarantor has read end fully understands the terms of this Guaranty; Guarantor he had the
opportunity to be advised by Guarantor's attorney with respect to this Guaranty; the Guaranty fully reflects Guarantor's intentions nd parol
evidence Is not required to interpret the terms of this Guaranty. Guarantor hereby indemnifies and holds Lender harmless from ll bases,
claims, damages, and costs {including Lender's attorneys' fees) suffered or incurred by Lender as a result of any breach by Guaran or of the
warranties, representations and agreements of this paragraph.
Interpretation. In ail cases where there is more than one Borrower or Guarantor, than all words used in this Guaranty in the sin lar shall
be deemed to have been used In the plural where the context and construction so require; and where there is more than one orrower
named in this Guaranty or when this Guaranty is executed by more than one Guarantor, the words "Borrower" and "G Grantor'
respectively shall mean all ahd any one or mare of them. The words "Guarantor," "Borrower," and "Lender" include the heirs, su cessors,
assigns, and transferees of each of them. If a court finds that any provison of this Guaranty is not valid or should not be enfo ed, that
fact by itself will not mean that the rest of this Guaranty will not be valid or enforced. Therefore, a court will enforce the r tot the
provisions of this Guaranty even if a provision of this Guaranty may be found to be invalid or unenforceable. If any one or more of
Borrower or Guarantor are corporations, partnerships, limited liability companies, or similar entities, it is not necessary for Lender o inquire
into the powers of Borrower or Guarantor or of the officers, directors, partners, managers, or other agents acting or purporting o act on
their behalf, and any indebtedness made or created in reliance upon the professed exercise of such powers shall be guaranteed nder this
Guaranty.
Notices. Unless otherwise provided by applicable law, any notice required to be given under this Guaranty shall ba given in wri ing, and,
except for revocation notices by Guarantor, shall be affective when actually delivered, when actually received by telefacsimil Sunless
otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed, when deposited in t United
States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this uaranty.
All revocation notices by Guarantor shall be in writing and shall be effective upon delivery to Lander as provided in the sects n of this
Guaranty entitled "DURATION OF GUARANTY." Any party may change its address for notices under this Guaranty by giving form 1 written
notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, uarantor
agrees to keep Lender informed at all times of Guarantor's currant address, Unless otherwise provided by applicable law, if ther is more
than one Guarantor, any notice given by Lender to any Guarantor is deemed to be notice given to all Guarantors.
No Waiver by Lsnder. Lender shall not be deemed to have waived any rights under this Guaranty unless such waiver is given in w sting and
signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or ny other
right. A waiver by Lender of a provision of this Guaranty shall not prejudice or constitute a waiver of Lender's right otherwise t demand
strict comptiance with that provision or any other provision of this Guaranty. No prior waiver by Lender, nor any course of dealing between
Lender and Guarantor, shall constitute a waiver of any of Lender's rights or of any of Guarantor's obligations as to any future tra actions.
Whenever the consent of Lender is required under this Guaranty, the granting of such consent by Lander in any instance shall not onstitute
continuing consent to subsequent instances where such consent is required and in ail cases such consent may be granted or w thheid in
the sale discretion of Lender.
Successors and Assigns. The terms of this Guaranty shall be binding upon Guarantor, and upon Guarantor's heirs, personal
representatives, successors, and assigns, and shall be enforceable by Lender and its successors and assigns.
Waive Jury. Lender and Guararnor hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought y either
Lender or Borrower against the other.
ANNUAL REVIEW. The Lender will review the Note annually for renewals and extensicns; such renewals and extensions to b granted
predicated on the performance of the company and/or individuals and adherence to the Loan Agreement and/or loan policy.
CROSS COLLATERALIZElCROSS DEFAULT. This loan will be cross-collateralized/cross-defaulted with all other loans from Borrower, r any of
Borrower's related entities, to Lander. If at any time there is a default under this loan, all loans will be considered in default and all ou standing
amounts under the loans will be immediately due and payable in full. A default in one loan shall constitute a default in all others,
DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Guaranty. Unless s eciflcally
stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words d terms
used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Wards and terms not therwise
defined in this Guaranty shall have the meanings attributed to such terms in the Uniform Commercial Cade:
Borrower. The word "borrower" means Central Pennsylvania Pulmonary Associates, LLC and includes all co-signers and co-make signing
the Note and all their successors and assigns.
GAAP. The word "GAAP" means generally accepted accounting principles.
Guarantor. The word "Guarantor" means everyone signing this Guaranty, including without limitation Timothy A. Clark, and in a ch case,
any signer's successors and assigns.
Guaranty. The word "Guaranty" means this guaranty from Guarantor to Lender.
Indebtedness. The word "Indebtedness" means Borrower's indebtedness to Lender as more particularly described in this Guaranty
Lender. The word "Lender" means GRAYSTONE BANK, its successors and assigns.
_ _ ~ _ _
- COMMERCIAL GUARANTY
Loan No: 4000000762 {Continued) (Page 4
Note. The word 'Note" means and includes without limitation all of Borrower's promissory notes andfor credit agreements a idencing
Borrower's loan obligations in favor of Lender, together with all renewals of, extensions of, modifications of, refinancings of, cons lidations
of and substitutions for promissory notes or credit agreements.
Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, envir nmental I,
agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other inst uments, i
agreements and documents, whether now or hereafter existing, executed 1n connection with the indebtedness. I
CONFESSION OF JUDGMENT.
PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT A Y TIME
FOR GUARANTOR AFTER THE AMOUNTS HEREUNDER BECOME DUE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS 0 ENTER
JUDGMENT AGAINST GUARANTOR FOR THE ENTIRE PRINCIPAL BALANCE OF THIS GUARANTY AND ALL ACCRUED INTERE T, LATE
CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED SY LENDER RELATING TO ANY COLLATERAL SECUR NG THE '
INDEBTEDNESS, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10961 OF THE UNPAID
PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT N07 LESS THAN FIVE HUNDRED DOLLAR ($500)
ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS GUAR NTY OR
A COPY OF THIS GUARANTY VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS GU RANTY
TO CONFESS JUDGMENT AGAINST GUARANTOR SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BU SHALL
CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT 1N FULL OF ALL AMOUNTS DUE UNDER THIS GU RANTY.
GUARANTOR HEREBY WAIVES ANY RIGHT GUARANTOR MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH A Y SUCH
CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFES ION OF
JUDGMENT PROVISION TO GUARANTDR'S ATTENTION OR GUARANTOR HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUN EL.
EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREE TO ITS
TERMS. IN ADDITfON, EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUT ON AND
DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UN71L TERMINATED IN THE MANNERS FORTH
IN THE SECTION TITLED 'DURATION OF GUARANTY". NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GU RANTY
EFFECTIVE. THIS GUARANTY IS DATED FEBRUARY 23, 2006.
THIS GUARANTY IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS GUARANTY IS AND SHALL CONSTITUTE AND HAVE TH EFFECT
OF A SEALED INSTRUMENT ACCORDING TO LAW.
GUARANTOR:
X (Seal)
Timothy A. ark
V33R PRO L.nNn~, Vt. 6.A.OO.OOl Gq. Mrl"M fin"d Ee4,Wna In". 1397. 7005. M RIp1,U Ilan"!. • PA E14~nWMCRNJtllallG 7R-7EE fiF1
)
DISCL._aURE FOR CONFESSION OF JDGMENT
Borrower: Central Pennsylvania Pulmonary Associates, LLC Lender: GRAYSTONE BANK
2250 Miilennitan Way Capital Ragion
Enola, PA 17025 112 Market Street
Harrisburg, PA 17101
DSCIaraRt: Timothy A. Clark
9 Sand Pine Court
Mechanicsburg, PA 17050
DISCLOSURE FOR CONFESSION OF JUDGMENT
! AM EXECUTING, THIS DAY OF 20 ~ , A GUARANTY OF A PROMISSORY N TE FOR
5200,000.00 OBLIGATING ME TO REPAY THAT AMOUNT.
A. I UNDERSTAND THAT THE GUARANTY CONTAINS A CONFESSION OF JUDGMENT PROVISION THAT WOULD PERMIT LENDER T ENTER
JUDGMENT AGAINST ME IN COURT, AFTER A DEFAULT ON THE GUARANTY, WITHOUT ADVANCE NOTICE 70 ME AND RHOUT
OFFERING ME AN OPPORTUNITY 70 DEFEND AGAINST THE ENTRY OF JUDGMENT. IN EXECUTING THE GUARANTY, BEING FULL AWARE
OF MY RIGHTS TO ADVANCE NOTICE AND TO A HEARING TO CONTEST THE VALIDITY OF ANY JUDGMENT OR OTHER CLAI S THAT
LENDER MAY ASSERT AGAINST ME UNDER THE GUARANTY, I AM KNOWINGLY, INTELLIGENTLY, AND VOLUNTARILY WAN~1 THESE
RIGHTS, INCLUDING ANY RIGHT TO ADVANCE NOTICE OF THE ENTRY OF JUDGMENT, AND t EXPRESSLY AGREE AND CON ENT TO
LENDER'S ENTERING JUDGMENT AGAINST ME BY CONFESSION AS PROVIDED FOR IN THE CONFESSION OF JUDGMENT PROViSl0 .
B. I FURTHER UNDERSTAND THAT IN ADDITION TO GIVING LENDER THE RIGHT TO ENTER JUDGMENT AGAINST ME WITHOUT VANCE
NOTICE OR A HEARING, THE CONFESSION OF JUDGMENT PROVISION IN THE GUARANTY ALSO CONTAINS LANGUAGE THAT WOULD
PERMIT LENDER, AFTER ENTRY OF JUDGMENT, AGAIN WITHOUT EITHER ADVANCE NOTICE OR A HEARING, TO EXECUTE N THE
JUDGMENT BY FORECLOSING UPON, ATTACHING, LEVYING ON, TAKING POSSESSION OF OR OTHERWISE SEIZING MY PROPERTY, IN FULL
OR PARTIAL PAYMENT OF THE JUDGMENT. IN EXECUTING THE GUARANTY, BEING FULLY AWARE OF MY RIGHTS TO ADVANC NOTICE
AND A HEARING AFTER JUDGMENT IS ENTERED AND BEFORE EXECUTION ON THE JUDGMENT, I AM KNOWINGLY, INTELLIG LY AND
VOLUNTARILY WANING THESE RIGHTS, AND I EXPRESSLY AGREE AND CONSENT TO LENDER'S IMMEDIATELY EXECUTING N THE
JUDGMENT IN ANY MANNER PERMITTED BY APPLICABLE STATE AND FEDERAL LAW, WITHOUT GIVING ME ANY ADVANCE NOTIC .
C. AFTER HAVING READ AND DETERMINED WHICH OF THE FOLLOWING STATEMENTS ARE APPLICABLE, BY iNITIALIN EACH
STATEMENT THAT APPLIES, 1 REPRESENT THAT:
INITIALS
1. I WAS REPRESENTED BY MY OWN INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THE GUARANTY.
2. A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THE CONFESSION OF JUDGMENT PROVISION IN THE GU RANTY
TO MY ATTENTION.
D. I CERTIFY THAT MY ANNUAL INCOME EXCEEDS 510,000: THAT THE BLANKS IN THIS DISCLOSURE WERE FILLED IN WHEN I 1 ITIALED
AND SIGNED 17; AND THAT 1 RECEIVED A COPY AT THE TIME OF SIGNING.
THIS DISCLOSURE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS DISCLOSURE IS AND SHALL CONSTITUTE AND H E THE
EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW.
DECLARANT;
X {Seal)
Timothy . Cl
U61A Plb L,MbY. Kr. 130.00.007 GIr. M.V4N PF,YIOiY AiuYtlwi,, 1~ ,f0f, 2001. At Mll.b IMwvW. - PA 7 ~M.,MMrCFILLPlW30.IC ip.~M PN.t
_ _ _
_ _ I
CHANGE IN TERMS AGREEMENT
Borrower. Central Pennsyhrarria Puknvrrary Associates, LLC Lender. Grayatona Bank, a Oivls(on of Graystone Tower Bank
22SO IrOgenhktm Way Capitad Region
Enota, PA 17025 112 Maskat Street I
ltartisbcag, PA 17101
Princtpat Atttourtt: 5199,275.67 ~ Date of Agreement: January 11, 2011 ~
DESCRIP710N OF FCOSTINti gIDEHI'ED11ES5. On February 23, 2006, Borrower execxrted arzl deBrrered to Lender a Promissory Note M the i
orlgirret Principal Amount of Two Hundred Thousand and 00/100 Dollars (5200,000.00) ("NoEs") with Interest acaving at a Variatrk lnterrst
Rats of Lenders Prhrts Baia plus 1.009. with no M1oor farrtaOorr. Itrterost ordy paynuxds are due and payable rnorrthly with prtrx~rel due on
Demand. A su~quaM Ctrenpa in Terms Agreerrrent was executed on January 5, 2005 W irx:Rrde >m Interest rate floor of 5.50°h. As of the
data of this Agreement, the prirdpal balance of this Note is One Hundred Ntrrely Nine Thousand Two Hurdrad Seventy Fhre and 67!100 Dopers
(s1ss,273.s~_
DESCRIPTION OF CHANGE 1N TERmfS. Etfecdve the date of this Agreement, and as provided radar the PAYMENT seesmn of this Agroement,
tender and Borrower have agreed to term out the principal bslau;e of Ore Note over five {5) yrsars with inifial prncipal and 'mtaest trrstapnvsnts
of f
3,813.43 ~df begktning Febnrsry 1, 2011. In c~njurxdion with this Change in Fem~s Agroement, the urttimited Commercial tiuaranty of
Sleep Disorder Centers of Csnbaf Petwrsytvania, fnc. tree been added to the Note.
PROMISE TO PAY. Central Paursylvarda Prrhronay Asasdalss, Lf_C ('8onpursr'~ promises W pay to Graystone Bank, a Division of Graystone
Tower Bank ('Lender'), or ordrx, to lawful money of Ore United States of Aererica, the prtndpsl amount of One Hundred Ninsiy-nine Thousand
Two Hunted 3avevrfy-Ova & B7M00 Dolhatt (6199,275.67). togettrer wkh irrtenest on the anpatd PMn~al balance from Janrmry i 1, 2011, until
paid to foil.
PAYMENT. Subject b any payment changes raeutlkrg from changes h the Index, eonovur will pay this Wan fn accortlance wkh tfie fdlowing
payment sehsdule: ,
Sut>jsct to arty payment ehar?ges rasrdOng from dpmges in if» Indsz, 13orruwer wiM1 pay this lawn h 59 regrdar Payments of pnc~ipat and
interest, with the hrklsl paymwrt h Ora amount of 53,813.49. Tire first payment will bs due February 1, 21Y11 and all subsequerrt
payments will hs due on the soma day of each month attar that Borruwst'a final paymeru will be doe on January 1, 2090 and will ire for
. a0 prtndpst and all aeenaad intsnst not yet paid. Lender reserves lire right to Imrer.dtatety adjust the monthly payment should negatlve
amortlss8on occur due to any ctrarges Ia the Index. .
Unless otlrerwise agr+sed a requked by applicable law. Payments will W aPPped 11rst m any accrued rayfaid IntaresG Oran to prtndpal; then to
any late daryes; and ttren >b ary unpaid oopecpon ousts. Borrower wiH pay Lender at tendm'a addrasa shown above or at such other place as
• Lender may detignste in wrlOng.
VARfABLE INTEREST RATE. Tire interest rate ~ this ban la subject to drags from time to time based on cdrerrgea in an index which is
Lender`s Pdtrw Rob (the "irdez'). This is the tab Lender eharyea, a would drerge, on 911-day unseomd krens to the moat credttuwrthy
ttxporaM customers. This rate may or may trot be ttte ioNrest rata avaNabls hum Lender at any given lima. Lender w01 te0 Borrower the currer?t
index tab upon Borower's request.. 't'he htereat rate dmrrge ru01 not Doors rrwne often Oren each day. BomoMrar underrlterda thsi Lender may
make losure based on oOrer rates as wdL tntereat on the unpaid prindpal baienrx of this Warr +wpl ha calculated es deacMbed h the 'IM'ERE5T
CALCULATION MkTHOD" penKPaph using a rata of 1.t>DO percentage pdrd over the Index. NQTiCE Under no draxturAenoes w>n the intsreat '
rate on tl>fa !cart be less Ouarr 'a.~0096 Per annum or moon than the mmdrrsan tab apowad by apppcable law. 4Vfrenaver irxreases occur in the '
inbsreat rate, Lander, at: its option, may do one or more of the fotbwtrg: (A) kxaeeae l3ornower'a t>ayrrrerrts to ensure Borrower's loot wip pay ~ .
off try its original Arrd matir~y date. (B) Increase BarreaNeYs payrnenb tb cover acuullg trdereat, (C) kwease the number of Borrower`s
paymentsr, anH (b) corrOnrie Borrower's paymerm at Ore same amourd std increase Borraurer`s final payment
INTEREST CALCULATK)N F(ECHOD. intatest on thla iwn Is rromputed on a 3651300 Nisi that Ie. by applying the ratb afi the krterest rgte over
a year of 300 days, naritlpifed by lire oulsbridbrg pdridpai balance, mu1lgriled by ffia actual number of days the principal balance M outstsrxNng.
All krterest paysMe ta+der 1M1ds Ian b wmputed trskg this nia8rod. '
PREPAYp1E?iT. tionvwer may pay witliout penally ar or a portior? of the amount awed eerper than O is due. F.sr~ payments will trot, untess
agreed to by Lender lei writhig, rolbve Borrower of.Borrmarers obllgatbn to rarrtlnue to make payments under the paynietit schedule. Rather,
early payrrrents wN rodnea.lhe prkidpat 6alanoa due and may rosuit to Borrower's msktng fewer payment. Borrower agrees not to send Lender
Payments marked 'paid In ,firli', 'lvlltiout_ recourse", or similar language. ff eorroivar sends such a payment, Lender may aaoept If wkhout
kisrtig arty of Lryidet"s rlghts,tuider itt6 Agraersrerrt, and Borrower will remah obpgaled to pay any further amount awed to Lender. AN wtttten
oommunlcatlorrs oorroemk'rH,dleptbed arnounta, 4raludnA any check or artier peyrrrent lnstrurrbrrt that indlcetes Oiat Ole payment oorieObrtes
"payment in full" of the atridurit owed ~ that is ordered w1Oi other contifOor>s or titrdtations or as fop saOsfadbn of a disputed amourrt must ba
rtiafled or delhren3d to: GRAYSTONE Tt7Wf7t BANK 1826 Good Hope Road Endo, PA 17025.
LATE CHARGE. if a payment le i5 days or more late, Borrower will be charged 10.000°~ of the regularly scheduled payment or ;250.00,
wfikhevv is greabr.
INTEREST AFTER DEFAULT. Llpori default, Inducting falkaB to pay upon tkrel tirehrtity, Ora interest rate on this Ivan shag•be irraeesed by addkig
an additiorial 2.000 percentage po&it margin {"Default Rata Msrgitr'~. The Defaut Rate Margin strep aL~o apply m each wccnedng rtrterest rate
change that waAd heire~~had there been no detaldt. If judgniatrt to entered b corxredten with thb Agreement, irrterssf wi0 owrOrsua to
accrue after Oia date of at the rate in at the Omn judgment is entered. Howewar, in no event will the interest rate exceed the
maidmum merest rate pmitetiorra order appprreble law.
IIEFAULt. Each of the foik~wirg ehaM oonsObrte an Event of Default under this Agreement:
Paymait Default. Borrowerfalls m malca any payment when due under the Indsbtedrless.
Other Defaidb. Bcrroiswr fella to oorrrply vufth or to perforro arty other brrir, obligaOon, orwerrerit ar ooriditforr skied to !his
Agrearrrent
or to any of tl?e Related boixaridrJS or to comply with or to perform arty term, obligation, covenarrt or oondidon carrtainad in any other
agrnernerit between Lander acrd borrower.
False Stafetrrerrls. Any warrenty, repr+eserrbtlon at sigternent made or fumletied tp Lender by Borrower of on Borrower's behalf render this
Agreement or Ole belated Dousrwrits b false ar tnisleadfrig fn any rrrabrrel reapeet, eiOrer new or ad the time made or famished ar becomes
faire or mng at arty Ortie OierreaAer
DeoKh or Irredvurcy. Tlrs disaolutbri of Borrower (regarWess of whether •lectiori to coritldas Is made). any member wkhdnaws from
Borrovuer, or anyr oOtisr fsrrntrialfoti of Bortower'a exkterroe as a going brrsirieea a the death of any mertibar, lire insolvency of eomower,
Oie appoiMttec>< of a receiver for arty part of Bonawv'a ProP~Y. airy aasigmiant for the benetk of aeritors, arty type of creditor woriwut,
ar fffe cnrrirriericemerit of any proceedkg under ary bankruptcy a trtsolverwy taws by or against Borrower.
~EB~T D
_T
CHANGE IN TERMS AGREEMENT
Loan No: 4000000762 (Continued} Page 2
Creditor or Forfellrat Proceertings. Commencement of foredostxe or forAalba+e proceedings, whether by judidal proceed'mg, sent-tmip,
ropoeaessbrt a any other method, by any creditor of Bortuwer or by any govamrttental agency against any colMterai securing the
of of Borrowers aiomurrta, htdtrring deposk arxx>am0.s, with Lettd~. However, this Event
of Default shat net apply N there to a good fa dispute as or
the crsdisor or forfeiture proceeding and ff 8orrotreer gives Lender written notke of the creditor or fotftriture prtxeeding and deposits wrltit '
larder moMes or a surely bond for the creditor or forfeiture procsedng, in ~ amount debemtirted 67/ Lender. in ICs sole discretlon, as being
an adequate reserve or bad for the dispuba.
Event Afhctktg Guarantor. Arty of flta preceding events deans with respect to any Guarantor of arty o1 ttte Irdebtedness a any
Guarantor dies or trecomes incompetent. w revokes a disputes flte vaffdity of, or fiabiltty under, any Guaranty of the indebtedness
evidenced by this Note.
Adverse Clw+ge. A materiel adverse change occurs in Borrower's fatandal condib'on, or Lender believes the prospect of payment a
perlormence of the Indebtedness to knpafred.
Cure Provisions. tf any default, other than a detauk in payment is aaa6le and if Borrower has not been glean a notice of a breach of the
earns provtsiat of >iVa Agreerrrterrt within the preceding /vvelve {12) ntortths, it may be cured N Borrowrer, after Lender serxls written notice
to Bon'oMrer.detnandirkJ sue of such default (1) curds fire default writttin flltaeen (15} days; or (2) ~ the sue regtr6es more than fifteen
(1ST days, immedtetely irtitlates steps which Lender deems in lsnder`s sok dfscreflon to be sutitcient tb wre the default and thereafter
cordiraree artd campfetes ap reasatatt~ and necessary steps sufideM m produce compliance es soon es reasonably practical.
LENDERS RIGHTS. Upon default, Larder may, after giving such notices as required by applicable law, dedare the entire unpaid prinapal
balartca under true Agreement and ap sarued unpaid interest immedtasely due, and then Borrower will pay that amount.
ATTORNEYS' 1~ES; 17(PEtiSES. Lender rttay hire a pay someone else to help collect this Agreement ff Borrower does not pay. Borrower will i
pay Larder that amount. This inductee, subfed to any limits under applicable few, Lerda's reaeortade attorneys' fees and lenders legal
expenses, whether a not there b a lauvsuit, including rea9artaWe atbomeys' Lees, expenses for bankruptcy praceedrtgs (Inducting efforts to
modify or vacete any aubmatic stay or Injuratbn), and appeals. !f not prohibited by applkatble taw, Borrower anted will pay arty court coats, in
addttbtt to aft outer sums provided bylaw.
Jl1RY WAIVER. Lender and Borrower beratyt wrahre ttte right to arty fury frets N arty action, proceeding, or countetrJalm brought by ekher Lender
or Sorrowar agalhsl the other. j
GOVERWN(3 LAW. Thk Agreement mill t» governed by federal taw spptcable fA Lender and, to the extant not preempted by federal law, the I
laws ad the Comtrtotrwealtlr of Pennsylvania wrkftout regard to its conflicts of law provisions. This Agreement has been accepted by Lender In j
the Conarterwwaltft of Pertrtaylvania.. ~
CHOICE OF VENUE if there, fs a lenivstrit, Borrower agrees upon Lenders request to submK to the jurisdiction of the cotats of Dauphin County,
Comrrtortwesfih of PennayMartia.
RlGkIT ~ SETOFF. Tb flte'sadant pemulted by applcable law, Larder reserves a right of setoff Tn ap Borowers accounts with Lender (witettter
dteddng, aavkga, a at>trta:atiter aooourd). Thk 4aGdes all sxarrrta Borrower holds jairdly wqh srxneate else std alt aceotatte t]orrtawer may
open iR the tortes. Howrever, this does not ktclude any IRA or Keogh acoour>ta, a arty trust accarMa for wltfdt satotf would be prohibited by
taw. Borrower authorizes Lender. to the extern penrtksed 1'ry applicable law, to cJwge or setoff ati sums owttg on the Indebtedness agahtst any
and ail such accounts.
COt+IfINU1NG VALJDITY. 6aoept as expressly changed by ihla AgreerrtenG the terms of the original obn or obifgetiats, including ep
egreenterts evklartosd or securing the oltpgafiort(a), rornain urrdtartgad erd it Lull force and effect. CatseM by Lender Gtr this Agreement does ~
not weiwe Lenders rat to strict performance of flte obpgetbn(s} as rltanged, tar obtigrda lender to make any fr nuro cFtertge in terms. Nothing
In lhls Apraartrerrt wig arts6krte a s~lstadion of the obligstlm(s} R is the th~rtOn of Calder to rot~rt as stable parties ant makers ant
endasera of the orlgirtal obligation(s). btdudktg acoommodatlon parfles, rmle~ a party is expressy released by Lender in writing. Any maker or i
endorser, htduding a~tntitodedicn makers, will rat be reeased by virtue of flue Agreement. ff any person who signed the ori~rtal obligetbn I
does not sign Otis Agreement below. then ell persona algrrkrp bebw adatowMdge that this Agreement k given oortdRionapy, based on ltte
roprosentation b Lender that the ran-signing party oonaents to the oltenQes and provisions of this Agreement or otherwise will not be released
by it. This waiver apples not qtly !p any initial extension, modffiration a release, but also tc ap such subsequent actions.
SUCCESSOR pVTERE3T3. Tile terms of this Agreement shah Oe bGrdktg upon Borrower, oral upon Borrowers Heirs, personal representathres,
suns, and aesigrrs, and strap De enforceable by Lander and ks suaxeaas std assigns.
NOTIFY US OF INACCURATE 1NFt7RiA,tLTION WE REPORT TO CONSUMER tiEPORTING AGENClF.S. Please notify us tf wa report arty inaccurate
irfornatkxt about your aceotart(s) to a consurrter reporUrtg ageruy. Yax vriitten notice describing the specific inarxxrracy(es} should be sent to
us at ttte lC111owAng address: GRAYSTONE TOWER BANK 182& Good Rope Road Eitola, PA 17025.
NIISI~LtAlIEAUS PROVl310NS. ff any pad of this Agreernertt cannot be enforced, this fad wAfl rat affect the rest of the Agreement. Lender
may delay or largo eMorclrtg arty at Its rights a remedies under this Agreement without losing them. Barrourer and any otlxr person who
signs, gtmrarrtess a' eitcbr~ tltis Agreement, to the extant apowed by law, waive preserttrrtertt, demand for payment, and rtotke of disftawr.
Upon any dttitge M the ierrrts of this Agreemera, and unless otherwise expressly stated in writlng, no Party wrtto signs thk Agreement, whether
as maker, guarantor, acoonvrrodsflorr matter or endorser. shetl ba released from 1Mta'pty. All such parties agree that Lendx may renew a exMrtd
{repeasecly and for any length of lkne) this loan a release cry party a guarantor or edlatarah or hnpair, fait to real¢e upon a perfect Lenders '
seaatty interest !n the ooh and take any ottter action deemed necessary try Larder without the consent of or notice in anyone. An such
parties also agree that L.urtder may modify fhb Bart wdthout the consent of a nadtoa to any«te oiFter than the party with whom the modtfiption
is made. The Obligadiorts tttdor this Agrtssrrtatt ens Joint and several. If arty portlat of this Agroertertl is for any reason determined to be
LitarJorceaWe, R wr1U not affect the ertforreabitlty of arty oflter provisions of this Agreement
CONFESSION Of JUDGMENT. BORROWER HEREBY 62REVOCABLY AUTi10RiZES AND Ef,6'OWERS ANY ATTORNEY OR THE
PROTFIC>riOTARY OR CLHtK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR tSRE, TO APPEAR AT ANY TIME
FOR BORROWER AF'r®2 A DEFAULT UNDER THIS AGREEAtFJdT AND WITH OR WfTHOIJT COMPLAINT FILED, CONFESS OR ENTER
JUDGMENT AGAINST BORROWER FOR THE ENTIRE PRit~IPAL BALANCE OF THI3 AGREEMENT AtJO ALL ACCRUED INTEREST, LATE
CIiARGES AND ANY AND ALL AMOUNTS DCPENDED OR ADVANCED $Y LENDER RFJATitdG TO ANY COLLATt'fiAL SECURING THE
INKS, TOGETFER WlTif COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCETIT (10'k) OF THE UNPAiD
PRINCIPAL BALANCE AND'ACCRU~ INTEREST FOR COLLECTION, 8tlf IN ANY tl/ENT NOT LESS THAN F11IE Hl1NORED OOLL.ARS (sti00y
ON WHICH .0.JDGMENT 0[2 JUD(~MIF6fTS (N~ OR MORE DtE{21ji0FIS MAY ISBUE 1M'trti~iAT13Y; AND FOR SO !X)MIG, THIS AGREEiAP~17
OR A COPY OF THIS Af3R~lAENT 1IERiFIED BY AFFIDAVR SHALL flE SUFFIgEM WARRANT. THE AUTIiORtTY GRANTED IN THiS
AGREEMENT TO COtFES3 .AJDGMENT AGAINST BORROWERt SHALL NOT BE E)OiAUS`iF.[} BY ANY EItERCISE OF THAT AUTHORITY, BUT
SHALL CONTINUE FItOAA TUB TO TIME AND AT A[i TIME UNTiL PAYMENT NJ F1JLL OF ALL AMOUNTS DUE UND132 THiS AGREEMENT.
I
i
CHANGE IN TERMS AGREEMENT I .
Loan No: 4000000762 (Cotltinued) Page 3
BORROWER HEREBY WANES ANY RIGHT BORROWER MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH
CONFESSION OF JUDf3MENT AND STATES THAT EITrIER A REPRESENTATNE OF LENDER SPEGFICALLY CALLED THIS CONFESSION OF
ATTENTION OR BORROWER HAS BEEN REPRESENTS 8Y INDEPENDENT LEGAL COUNSEL
PRIOR TO SKsMNO THIS AGREEMENT, BORROWER READ AND UNDERST000 ALL THE AROV181DN5 OF 71i1S AGREEMENT, INCLUDING THE
VARIABLE 1NTEREBT RATE PROVISIONS. BORROWER ARREE8 TO 718= TERMS QF THE AIiREEMEFIT.
TH13 llliREEiAtNT IS QiVEM UNDER SEAL AND R IS MTENDED THAT THIS AGREEIdENT IS AND SHALL CONSTRUTE AND HAVE THE i
EFFECC OF A SEALED INSTRUMENT ACCORDING TO LAW,
BORROWER: .
CENTRAL PENNSYLY ULdtONARY U1TE5, LLC
`t ~
of Cerdral Pannsylvanla
Pdmon • ssociatas, LLC
UNDER:
I
GRAYSTO BANK, A SION OF RAYSTONE TOWER BANK ~
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_ ,aetn~o~y,w.lirsw cr.ir?ni w.+eruxsw,ne w,,mn. wy„w~.a .M~ nuw win
I
..RANGE 1N TERMS AGREEM~..T
i
Borrower: Central Pennsylvania Pulmonary Associates, LLC Lender: GRAYSTONE BANK
2250 Millennium Way Capital Region
Enola, PA 17025 112 Market Street
Harrisburg, PA 17101
Priricipal Amount: 5200,000.00 Date of Agreement: January , 2009
o a rvere o en era rom ssory o e ~n
original Principal Amount of Two Hundred Thousand and 00/100 Dollars ($200,000.00) ("Note") with interest accruing at a Variabl Interest
Rate of Lender's Prime Rate plus 1.00% with no floor limitation.
DESCRIPTION OF CHANGE IN TERMS. Effective the date of this Agreement, Lender and Borrower have agreed to include a floor of 5 50% on
the Variable Interest Rate, all the terms of which are defined below.
PROMISE TO PAY. Central PennsyhranIa Pulmonary Associates, LLC ("Borrower") promises to pay to GAAYSTONE BANK ("Lender"), r order,
in lawful money of the United States of America, on demand, the principal amount of Two Hundred Thousand & 00/100 DoNara (S20 000.00)
or ao 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 advance,
PAYMENT. Borrower will pay thta ban in full immediately upon Lender's demand. Borrower wiN pay regular monthly payments of al accrued
unpaid interest due as of each payment date, beginning February 1, 2009, with all subaequerrt trrtarest payments to be due on the sa a day of
each month after that. Unteas otherwise agreed or required by appgoable law, payrnenta wgt be appRad first to any accrued unpaid interest;
then to principal; then to any late charges; and then to any unpaid coHectbn coats. Borrower wiH pay Lender at Lender's address sho n above
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 ider, hich is
Lender's Prime Rate (the "Index"). This is the rate Lender charges, or would charge, on 90-day unsecured loans to the most cre itworthy i
corporate customers. This rate may or may not be the lowest rate available from Lender at any given time. Lender will tell Borrower t current '
Index rate upon Borrower's request. The interest rate change will not occur more often than each day. Borrower understands that Le der 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 cal lated as ~
described in the "INTEREST CALCULATION METHOD' paragraph using a rate of 1.000 percentage point over the Index. NOTICE: ndar no i
circumstances will the interest rata on this loan be less than 5.500% per annum ar more than the maximum rate allowed by applicable I w. j
INTEREST CALCULATION METHOD. Interest on this ban la computed on a 36b/360 basis; that Is, by applying the ratio of the krterast ate over i
a year of 360 days, multlpied by the outstanding principal balance, multiplied by the actual number of days the principa! balance is ou landing.
All interest payable under this loan is computed using this methal. i
PREPAYMENT. Borrower may pay without penalty all or a portion of the amount awed 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. Rai er, early
payments wiH reduce the principal balance due. Borrower agrees not to send Lender paymerts marked "paid in full", "without rec ae", or
similar language. If Borrower sends such a payment, Lender may accept it without bsing any of Lender's rights under this Agreem nt, and
Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, i luding
any check or other payment instrument that indicates that the payment constitutes "payment in full" of the ameunt owed or that is andared
with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: GRAYSTONE BANK, 11 Market
Street Harrisburg, PA 17101.
LATE CHARGE. 1f a regularly scheduled interest payment is 20 days or more {ate, Borrower wilt be charged 10.000% of the regularly s heduled
payment or $250.00, whichever is greater. if Lander demands payment of this loan, and Borrower does not pay the loan in full within 0 days
after Landar's demand, Borrower also w1N be charged either 10.000% of the sum of the unpaid principal plus accrued unpaid int 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 a that
would have applied had there been no default. If judgment is entered in connection with this Agreement, interest will continue to acc a after
the date of judgment at the rate in effect at the time judgment is entered. However, in no event wilt the interest rate exceed the ximum
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 entire unpaid
principal balance under this Agreement and all accrued unpaid interest immediately due, and then Borrower will pay that amount.
ATTORNEYS' FEES; EXPENSES. Lander 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, LendePs reasonable attorneys' tees and Lends 's legal
expenses, whether or not there is a lawsuit, including reasonable attorneys' fees, expanses for bankruptcy proceedings (including a orts to
modify or vacate any automatic stay or injunctionl, and appeals. If not prohibited by applicable law, Borrower also will pay any court sts, in
addition to all other sums provided by law.
JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial In any action, proceeding, or counterclaim brought by either tender
or Borrower against the other.
GOVERNING LAW. This Agreement w81 be governed by federal law appGcabie to Lender and, to the extent not preempted try federal (w, the
Paws of the Commonwealth of Pennsylvania without regard to Its conflicts of law proviaiorrs. This Agreement has been accepted by L ndar in
the Commonwealth of Pennsylvania.
CHOICE OF VENUE. If 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. To the extent permitted by applicable law, Lander reserves a right of setoff in all Borrower's accounts with Lender { bather
checking, savings, or some other account). This includes all accounts Borrower holds jdntly with someone else and all accounts Borro r may
open in the future. However, this does not include any lRA or Keogh accounts, or any trust accounts for which setoff would tie prohi led by
law. Borrower authorizes Lander, to the extent permitted by applicable law, to charge or setoff all sums owing on the indebtedness agai st any
and all such accounts.
LINE OF CREDIT. This Agreement evidences a revolving Ilne of credit. Advances under this Agreement may be requested either Orel 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 accep ble to
Lender. All communications, instructions, or directions by telephone or otherwise to Lender are to be directed to lender's office shown above.
Borrower agrees to be liable for all sums either: (A) advanced in accordance with the instructions of an authorized person or (8) cre ited to
CHANGE {N TERMS AGREEMEN-~~-~
' 'Loan No: 4000000762 (COntinued) 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 rsements
on this Agreement or by lender's internal records, including daily computer print-outs.
CONTINUNVG VALIDITY. Except as expressly changed by this Agreement, the terms of the original obligation or obligations, in lading all
agreements evidenced or securing the obligation(s), remain unchanged and in fu{I 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 farms Nothing
in this Agreement will constitute a satisfaction of the obligation(s). [t is the intention of Lender to retain as liable parties all m kern and
endorsers of the on final obit anon s includi acco m a '
endorser, including accommodation makers, wiU not be released 6y virtue of this Agreement. If any person who signed the original obligation
does not sign this Agreement below, then aft persons signing below acknowledge that this Agreement is given conditionally, bas d on the
representation to Lender tfiat the non-signing party consents to the changes and provisions of this Agreement or otherwise wit! not released
by it. This waiver applies not only to any initial extension, modification or release, but also to ail such subsequent actions.
SUCCESSOR INTERESTS. The terms of this Agreement shell be binding upon Borrower, and upon Borrower's heirs, personal repre ntatives,
successors, and assigns, and shall be enforceab[a by Lender and its successors and assigns.
MISCELLANEOUS PROVISIONS. If any part of this Agreement cannot 6e enforced, this fact will not affect the rest of the Agreemen . Lender
may delay or forgo enforcing any of its rights or remedies under this Agreement without losing them. Borrower and any ether pe son whc
signs, guarantees or endorses tfiis Agreement, to the extent allowed by law, waive presentment, demand for payment, and notice of dishonor..
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 from liab8ity. 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 pe 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 them ification
is made. The o61'gations under this Agreement are joint and several.
PRIOR TO SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT, 1NCLUD NG THE
VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE AGREEMENT.
THIS AGREEMENT fS GIVEN UNDER SEAL AND IT I5 INTENDED THAT THIS AGREEMENT IS AND SHALL CONSTITUTE AND H VE THE
EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW.
BORROWER:
CENTRAL PENNSYLV AAY OCIATES, LLC
By: lSesl)
A. 11Ae r of Central P6nnsyhranla
Pulmonary A oc as, LLC
LENDER:
GRAYSTONE 6 K
r
l~
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M to . K e, ice res ant
W91 /IW IwW,O. VI,. 5.4200.EM CNr. IMIYM Alwil iM,WN. hr tOA. DOI. N ~ M~we. • IA S.i/rIMIMCI9LLIUO10CJG TI-Mf IM•1
_ T _ _ _
T
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: D I ~1'
Lisa Painter
3648324
~
;r i~,t~]~}Efijj°~(1t1-fit;';.
~U~ 22 P~ ~ i
BARLEY SNYDER LLP f
v ~~~~d~'$
y~~ CUNT Y
a rvrA
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
TIMOTHY A. CLARK Y 3 < < ~ ~ `~"t ~ i.
De endant No. ~ v~- '
CERTIFICATE OF RESIDENCE
PA. R.C.P. 236
I, Troy B. Rider, Esquire, Attorney for the Plaintiff, hereby certify to the best of my
knowledge, information and belief that the name and current address of each party is as follow
The address of the Plaintiff, Susquehanna Bank, is 1826 Good Hope Drive, Enola, PA
17025.
The last known addresses for the Defendant, Timothy A. Clark are 1401 English Drive,
Mechanicsburg, Pa 17055, and 2250 Millennium Way, Enola, PA 17025.
Respectfully submitted,
BARL ER LLP
By:
Troy B ider, Esquire
3648324
_
i ~IF'~= tC
~~M~~ ~2 P~ ! 9
FENS q
~~HrY
BARLEY SNYDER LLP ~lQ
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
TIMOTHY A. CLARK
De endant No. 1 ~2 ~ G'?•
AFFIDAVIT OF BUSINESS PURPOSE
COMMONWEALTH OF PENNSYLVANIA
L_'/ ss
COUNTY OF U~'C~'/Q.!'1~~
Before me, the undersigned authority, personally appeared LISA PAINTER, who being
duly sworn according to law, doth depose and say that the Promissory Note and Commercial
Guaranty which is the subject matter of this Complaint for Confession of Judgment for money
damages was entered into solely for business purposes, and not for the purpose of any personal,
household, family or residential uses, as of the date of this A~~,
,idav t.
Lisa Painter
SWO ~O and subs ribed b ore me
this da of y , 2012.
COMMON~pF
PENNSYI.VAN
No Public
Devanna Luga% Notary public
Swatara Twp., DauptUn County
My won rbb. 22, 2014
Member, Pennsylvania A~sodagon ~ NoQarks
3648324
f°-~~.~l3-~f FIGt:.
ry ~RaTHa~OTAR
2~f l7 AUG ~2 Pt1 1 ~ ~ g
~uM~~R~.Arro cauNrY
BARLEY SNYDER LLP ~~~HSYLVA~dfA
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. CNIL ACTION -LAW
TIMOTHY A. CLARK
De endant No. ~ y 3 ~
NON-MILITARY AFFIDAVIT
COMMONWEALTH OF PENNSYLVANIA
/~~,~f'1~-- ss
COUNTY OF L
Before me, the undersigned authority, personally appeared Lisa Painter, who being duly sworn
according to law, doth depose and say that Timothy A. Clark, the Defendant, is not in the
Military or Naval Service based on the following facts:
Age of Defendant: 43
Last known place of employment: Unknown
Last known place of residence: 1401 English Drive, Mechanicsburg, PA 17055
2250 Millennium Way, Enola, PA 17025
as of the date of this Affidavit.
G%,!~t _
Lisa Painter
SWO and subs ribed b fore me
this day of ~ , 2012.
COMMONWEALTH OF PENNSYLVAWIA
Notarial Seal
otary Public Devanna lugaro, Notary Publk
Swatara Twp., Dauphin County
MY Commission ElcpheSFeb. 22, 2014
Member, Pennsylvania Assodagon of Notaries
3648324
I
Results as of :Aug-03212 07:22:47
Department of Defense Manpower Data Center
SCRA 2.3
~ ~C~V~~ ~1''Vil ~~f
Last Name: CLARK
First Name: TIMOTHY
Middle Name:
Active Duty Status As Of: Aug-09-2012
on Itthh orxy Dn Ix+>Ytr ~ seww t7.N
Astlva Duty Srart Date Acdve ~Y Ord nCW SHWs Servlo~ Cartgrwnt
_..NA NP No NA
This response reflactstM prdyrldueis aoliye d1.dy;tekiet>fu.e~~ or, tho ActNpDriy Status Date
AaWe Club W1tMn JO'7 t1Myb of AcAw Wy BrrNS MM
Actlve Duty Sbrt(~te AeiM Duty Errd D~ 9llpra 9arvwrG'oaipoirerrt
NA NA No' NA
This response reflects wtiero the Indhridual left active dtrty~3t>Akre ~Y1MI~i38T.deys preceding the RGlw Lk~ty Status Date
The AAember a Hb/rier t1iY1 Wss NoNMd d a FuWro Ca?-Up to Atfiv Duty en Atriw bufy BMhra ChM
.
Order Noflllcation Start Dhe Order Nation End Fate $leLrt Sorvfci Comporwnt
NA TL4 NG NA
This response reflects whether the rrMtl~li-or trtLbar unit has received,dAttlytn to report for active duty
Upon searching the data banks of the Department of Defense Manpower Data Ceder. based on the information that you provided, the above is the ~tatus of
the individual on the active duty status date as to all branches of the Uniformed Services (Army, Navy, Marine Corps, Air Force, NOAA, Public Healt ,and
Coast Guard). This status includes information on a Servicemember or his/her unit receiving notification of future orders to report for Active Duty.
`
Mary M. Snavely-Dixon, Director
Department of Defense -Manpower Data Center
4800 Mark Center Drive, Suite 04E25
Arlington, VA 22350
~~'-C~i= Iii:;
2092 kUG 22 Py I : ! g
~t1M~ERLAND COUNTY
FENPiSYLVANIA
BARLEY SNYDER LLP
William C. Colby, Jr., Esquire
Troy B. Rider, Esquire
Court LD. 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. CNIL ACTION -LAW
TIMOTHY A. CLARK J
De endant No. ~ S~1 ~ 3 f -v~ I
NOTICE UNDER RULE 2958.1
OF JUDGMENT AND EXECUTION THEREON
NOTICE OF DEFENDANTS' RIGHTS
TO: TIMOTHY A. CLARK
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, plus late fees, and costs of collection has been entered against you and i
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.
3648324
_ T_ _ . _ _ _ _
T
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
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
William .Colby, Jr., Esquire
Troy .Rider, Esquire
Attorney for Plaintiff
3648324
SUSQUEHANNA BANK, Successor by COURT OF COMMON PLEAS OF
Merger to GRAYSTONE BANK CUMBERLAND COUNTY,
Plaintiff PENNSYLVANIA
v. CIVIL ACTION -LAW
TIMOTHY A. CLARK C ~ n v Z
De endant No. J p~ ~ L.~j
NOTICE
(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'1~.- , 2012. -
(X) A copy of all documents filed with the Prothonotary in support of the within judgm e
enclosed.
Pr notary Civil Division
By:
If you have any questions regarding this Notice, please contact the filing party:
NAME: William F. Colby, 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: Timothy A. Clark
ADDRESS: 1401 English Drive, Mechanicsburg, PA 17055
2250 Millennium Way, Enola, PA 17025
3648324