HomeMy WebLinkAbout01-21-131505611185
REV-1500 EX (02-it)(Fp
PA Depenmenl d Revenue 4FFlCIAL USE ONLY
Bureau of Intlividual Taxes County CAtle Vear File Number
PO BOX 280601 INHERITANCE TAX RETURN 21 12 1218
Hartisburg, PA 17128-0601 RESIDENT DECEDENT
ENTER DECEDENT INFORMATION BELOW
Soci21 S¢CUrlty Number Date of Death MMDDYVVY Date Of Birth MMDDVYW
193-36-2917 01292012 10151946
Decedent's Last Name Suffix Decedent's First Name MI
LIDDICK SALLY ~
(If Applicable) Enter Surviving Spouse's Information Below
Spouse's Last Name Suffix Spouse's First Name M I
LIDDICK, SR• THOMAS
G
Spouse's Social Security Number
THIS PETURN MUST BE FILED IN DUPLICATE WITH THE
- - REGISTER OF WILLS
FILL IN APPROPRIATE BOXES BELOW
® 1. Original Return ^ 2. Supplemental Return ^ 3. Remainder Retum (Date of Death
^
4. Limited Estate
^
4a. Future Interest Compromise (date of
^ Prior to 12-13-82)
5. Federal Estate Tax Return Required
®
6. Decedent Died Testate
(Attach Copy of Will)
^ death after 12-12-82)
7. Decedent Maintained a Living Trust
(Attach Copy of Trust.)
~
8. Total Number of Safe Deposit Boxes
^ 9. Litigation Proceeds Received ^ 10. Spousal Poverty Credit (Date of Death ^ 11. Election to Tax under Sec. 9113(A)
Between 12-31-91 and 1-1-95) (Attach Schedule O)
wrcnearunucnl - TNIa SECrION MUST BE COMPLETED. ALL CORRESPONDENCE AND CONFIDENTIAL TAX INFO{MATION SHOUL081
Name Daytime TeMphone Numtlgtt~
$ O
SALVATORE BAUCCIO 7 17-~7JT5238 S
' 31lR OFWILL~1l EONLY
r> ~ n; N rr1
:+:,
First Line of Address 1~4: .. - y~
-
O ~
100 PINE STREET . r.... r;
t. "' '~ -si ...~.'
~1
Second Line of Atldress --f r~_~
`, .I
^-~ `"''
I _.
P•0• BOX 1166 `'
P) `~° `''
~T
City or Post Office State ZIP Cade DATE FlLED
HARRISBURG PA 171081166
Correspondent•ce-mail address: SBAUCCIOaMWN•COM
Untlar penalties ofperjury, I declare That I have examined this return, induding aaompanying schedules and statements, and to the beat d my knovaedge and beNef,
it is true, wrcect and complete. Declaration of preparar other than the personal representative Is basetl on ell in(onnalbn of whits preperer has any knowletlge
SIG~j RE OF PERSOfLRESPfd ~~~ FOR FILING~2ETURN / p/TF _/
49 LONGWOOD DRIVE, MECHANICSDURG, PA 17050
SIGNATURE OF PREPARER OTHER THAN REPRESENTATIVE ~ /A~yO~ / DP~TE~
MCNEES WALLACE 8 NURICK LLC, BY: /ti
100 PINE STREET, P•0. BOX 1166, HARRISBURG, PA 17108-1166
PLEASE USE ORIGIN/V_ FORM ONLY
L 1505611185
Side 1
OM464] 3.000
1505611185
1505611285
REV-i500 EX (FI)
Decedent's Social Secudty Number
193-36-2917
RECAPITULATION
t. Real Estate (Schedule A) .... .. . ................... .. 1, Q . 0 Q
2. Stocks and Bonds (Schedule B) . .. ... .. .... .. ..... .... . . 2 Q , Q 0
3. Closely Heltl Corporation, Partnership or Sde-Proprietorship (Schedule C), 3. 300 , Q 0 0 • Q Q
4. Mortgages and Notes Receivable (Schedule D) q Q - Q Q
5. Cash, Bank Deposits and Miscellaneous Personal Property (Schedule E) 5, Q . Q Q
6. Jointly Owned Property (Schedule F) ^ Separate Billing Requested g, Q • Q 0
7. Inter-Vivos Transfers & Miscellaneous Non-Probate Property
(Schedule G) ^ Separate Billing Requested .... 7. 91 , 7 Q 1 . Q 0
8. Total Gross Assets (total Lines 1 through 7) ..... .. ....... .. . . g. 391 , 7 Q 1 • Q 0
9. Funeral Expenses and Administrative Costs (Schedule H) ... ... ... .. .. g, 18 , 0 8 3.0 0
10. Debts of Decedent, Mortgage Liabilities, and Liens (Schedule I) 1 p, Q . Q Q
11. Total Deductions (total Lines 9 and tg), 11. 1$ , 083.00
12. Net Value of Estate (Line 8 minus Line 11) , 12, 3 73 , 618.00
13. Charitable and Governmental Bequests/Sec 9113 Trusts for which
an election to tax has not been made (Schedule J), , 13. 0 , Q Q
14. Net Value SubJect to Tax (Line 12 minus Line 13) , 14. 37 3 , 618 • Q Q
TAX CALCULATION -SEE INSTRUCTIONS FOR APPLICABLE RATES
15. Amount of Line 14 taxable
at the spousal tax rate, or
transfers under Sec. 9116
(a)(1.2)X.O. 373,618.00 1s. 0.00
i6. Amount of Line 14tHxable
at lineal rate X.O- Q.OQ 16. Q•OQ
i7. Amount of Line 14 taxable
at sibling rate X.12 Q,QQ ,,. o.oo
i6. Amount of Line 14 taxable
at collateral mte X .15 Q. 0 0 18 0• Q Q
19. TAX DUE ....... .. .. ... .. .. .. .. ....... ...... 19. 0.0Q
^
20. FILL IN THE BOX IF YOU ARE REQUESTING A REFUND OF AN OVERPAYMENT
1505611285
oMasae s.ooo
Side 2
1505611285
REV-15110 EX (FO Page 3
Decedent's Complete Address:
File Number
21 12 1218
DECEDENTS NAME
Y
STREET ADDRESS
CfTV
G STATE ZIP
Tax Payments and Credits:
1. Taz Due (Page 2, Line 19)
2. CreditslPayments
A. Prior Payments Q . Q
B. Dismunt ~ . ~ ~
3. Interest
(t)
Total Credits (A + B) (2)
4. If Line 2 is greater than Line 1 + Line 3, enter the difference. This is the OVERPAYMENT.
Fill in box on Page 2, Line 20 to request a refund.
5. If Line 1 + Line 3 is greater than Line 2, enter the difference. This is the TAX DUE.
(3)
(q) 0 . ~ 0
(5)
Make check payable to: REGISTER OF WILLS, AGENT.
PLEASE ANSWER THE FOLLOWING QUESTIONS BY PLACING AN "X" IN THE APPROPRWTE BLOCKS
1. Did decedent make a transfer and: Yes No
a. retain the use or income of the property transferred ...................... .. ^ ^X
b. retain the right to designate who shall use the property transfamed or its income ........ . ^
:
i
i
i ^
nterest .......... .. ..................... .
c. reta
n a revers
onary
^
d. receive the promise for Ida of eiMer payments, benefits ar care? ..................
2. If death occurred after Dec. 12, 1982, did decedent transfer property within one year of death
without receiving adequate consideration? ............................ .
3. Did decedent own an "in trust for" or payable-upon-death bank account ar security at his or her death? . ^
4. Did decedent own an individual retirement account, annuity, or other non-probate property, which
contains a beneficiary designation? .. . . ............................. ® ^
IF THE ANSWER 70 ANY OF 7HE ABOVE OUES710N5 IS YES, YOU MUST COMPLETE SCHEDULE G AND FILE IT AS PART OF THE RETURN.
For dates of death on or after July 1, 1994, and before Jan. t, 1995, the tax rate imposed on the net value of transfers to or for [he use of the surviving spouse
is 3 percent [72 P.S. §9 N 6 (a) (i. t) (i)].
For dates of death on or after Jan. 1, 1995, the tax rate imposed on the net value of transfers to a for the use of the surviving spouse is 0 percent
[72 P.S. §9116 (a) (1.1) (ii)]. The statute does not exempt a transfer to a surviving spouse from tax, and [he statutory requirements far disclosure of assets and
filing a tax return are still applicable even if the surviving spouse is the only beneficiary.
Far dates of death on or after July 1, 2000:
• The tax rate Imposed on the net value of transfers from a deceased child 21 years of age or younger at death to or for the use of a natural parent, an
adoptive parent or a stepparent of fhe child is 0 percent [72 P.S. §9116(a)(1.2)].
• The tax rate imposed on the net value of transfers to or for the use of the decedent's lineal beneflciades Is 4.5 percent, except as noted in [/2 P.S. §9116(a)(1 )].
• The tax rate imposed on the net value of transfers to or for [he use of the decedent's siblings is 12 percent [72 P.S. §9116(a)(1.3)]. A sibling is defined,
under Section 9102, as an individual who has at least one parent in common with the decedent, whether by blood or adoption.
ouaelr z.oso
REV-0501 FJ(~1fi-90) SCHEDULE C
(bMMONvVEALTH OF PENNSYLVANIA CLOSELY-HELD CORPORATION,
INHERffANCE TAX RETURN PARTNERSHIP ORSOLE-PROPRIETORSHIP
ESTATE OF
Schetlule G1 or C-2 (including all supporting information) must be attached for each cbsely-held cgporatlmlpartnership interest of the decedent, other than e
sole-proprietorship. Sea instructions for the wppwng Infonnalim b be submitted for ads-propriefaships.
ITEM VALUE AT
NUMBER DESCRIPTION DATE OF DEATH
~' The closely held stock (a probate sees t) passes to
decedent's spouse, Thomas O. Liddick, Sr., per Item 2 of
Will. Subsequent to death, the stock was sold for
$300,000 (a copy of the Stock Purchase Agreement is
attached).
50 Shares
Sarkleigh Management Oroup, Inc. W sale price
2 490 Shares
Sarkleigh Productions, Inc ® sale price
awasw t.apa
Ti7fAL (Also enter on line 3, Rai
more space is needed, insen additional sheets of [he same
54,000
246,000
$ 300.000
REV-1518 EX i (0a-09)
Pennsylvania
DEPARTA£Ni OF REVENUE
INHERITANCE TAX RETURN
RESIDENT DECEDEM
SCHEDULE G
INTER-VIVOS TRANSFERS AND
MISC. NON-PROBATE PROPERTY
This schetlule must be completetl and filed If the answer to any of questions 1 through 4 on page throe of the REV-1500 is yes.
ITEM
NUMBE DESCRIPTION OF PROPERTY
w~nEnEwweornEmasrEaff.rflaa¢nnorsHrro oECecewruo
nEOSieormaeraa An~aADprosrE Oem maaeu esrAre
DATE OF DEATH
VALUE OF ASSET
y, OF DECDS
INITEREST
EXCLUSION
IFAPPI.IG4aLE
TAXABLE
VALUE
~~ MorganStanley SmithBarney Roth
IRA Account #724-68570-SO-790 6,381 100.0000 0 6,381
Beneficiary:
Thomas Liddick, Sr.
2 MorganStanley SmithBarney
Simple IRA Account #724-68514-
12-790 85,320 100.0000 0 85,320
Beneficiary:
Thomas Liddick, Sr.
Interest accrued to 1/29/2012 0 100.0000 0
TOTAL (Also enter on Ilne 7, Recapttulatlon) $
If more space is neetleq use atlditlonal sheets of paper of [he same size.
9W48AF 3.000
REV-1511 E%~ (10.09)
pennsylvania
OEPNnABROF REVENUE
ESTATE OF
Decatlent's debts must ba reported on Schedule I.
REM
NUMBER DESCRIPTION AMOUNT
A. FUNERPL EXPENSES:
~, Myers Huhrig Funeral Home
funeral expanse 14,157
B.
1
ADMINISTRATIVE COSTS:
Personal Representathre Commissions:
Name(s) of Personal Representative(s)
Street Address
CIN
SCHEDULE H
FUNERAL EXPENSES AND
ADMINISTRATIVE COSTS
State DP
Year(s) Commission Paid:
2. Attorney Fees:
3. Family Exemption: (If decedent's atldress is not the same as claimant's, attach explanation.)
Claimant
Street Address
4.
6.
6.
7.
1
Ciry State DP
Relationship of Claimant to Decedent
Probate Faes:
Accountant Fees:
Tax Return Preparer Fees:
McNees 9fallace & Nurick LLC
Costa:
Probate Feea $ 369.50
Oath 20.00
Photocopy 8xp. 6.60
Total from continuation schedules
3,500
396
30
18
SWABAG 2.000 If more space s needed, use additional sheets of paper of the same size.
Hetate of: Sally J. Liddick
Schedule H Part 7 (Page 2)
2 Cumberland County Register of mills
Coat to file Inventory and PA Inheritance Tax Return
21 12 1218
30
Total (Carry forward to main schedule) 30
REV-1513 EX+(01-10)
Pennsylvania
OEPARIAENT OF REVENUE
INHERRANCE TAX RETURN
RESIDENT DECEDEM
SCHEDULE J
BENEFICIARIES
FILE NUMBER:
Sall J. L1ad1CK 21 12 1218
RELATIONSHIP TO DECEDENT AMOUNT OR SHARE
NUMBER NAME AND ADDRESS OF PERSON(S) RECENING PROPERTY Do Not List Trustee(s) OF ESTATE
I TAXABLE DISTRIBUTIONS (Intlude oualght spousal d'sidbutions antl Transfers antler
Sec. 9116 (a) (1.2).]
1. Thomas G. Liddick, Sr.
49 Longwood Drive
Mechanicsburg, PA 17050
MorgaaStanley SmithBarney Roth IRA
Account #724-68570-10-790
Inventory Value: 6,381
MorgaaStanley SmithBarney Simple IRA
Account #724-68514-12-790
Inventory Value: 85,320
Accrued: 0
All of Residue: 281,917 Surviving Spouse 373,618
ENTER DOLLARAMOUNfS FOR DISTRIBUTIONS SHOWN ABOVE ON LINES 15 THROUGH 1 8 OF REV-7500 COVER SHEET, AS APP ROPRIATE.
II NON-TAXABIE DISTRIBUTIONS
A SPOUSAL DISTRIBUTIONS UNDER SECTION 9113 FOR WHICH AN ELECTION TO TAX IS NOT TAKEN:
1.
B. CHARRABLE AND GOVERNMENTAL DISTRIBUTIONS:
1.
TOTAL OF PART II - ENTER TOTAL NON-TAXABLE DISTRIBUTIONS ON UNE 13 OF REV-1500 COVER SHEET. S 0
awasAl 2.000 If more space Is needed, use addiUonel sheets of paper of the same size.
FILL
OF
SALLY J T.IDDICK
I, SALLY J. LIDDICK, of Cumberland County, Pennsylvania, declare this to
be nay will and hereb}' revoke all prior wills and codicils made by me.
1. Personalty. I bequeath such items of my tangible personal
property as are specifically itemized on a list, if any, in my handwriting,
signed and dated by me at the end thereof, and attached to this, my will, to
the persons named thereon to receive such items. I bequeath to my husband,
Thonas G. Liddick, Sr., all of my remaining tangible personal property not
uses in business or for the production of income, including without limitation
furniture, furnishings, clothing, jewelry, objects of art and decoration, and
t},e like, and any motor vehicles which I own, together with the insurance
thereon, if he survives me, If my husband does not survive me, then I
bequeath all said property, together with the insurance thereon, to my son,
Thomas G. Liddick, Jr., if he survives me, and if he does not survive me, to
his issue per stirp es.
2. Residue. I bequeath, devise, and appoint all the rest of my
prop•~rty, of whatever nature and wherever situated, including property over
which I hold a power of appointment, except that I do not exercise any power
of a~~pointment given to me by my husband, to my husband, Thomas G. Liddick,
Sr. if he survives me, or, if h.e does not survive me, to my son, Thomas G.
Li,id:.ck, Jr., or, if my son does not survive me, to his issue per stirpes.~ I
specifically request that any beneficiary hereunder provide ou[ of assets
re~ei ved hereunder such amounts as are needed for my mother, Sara J. Stanton,
and niy husband's mother, M. Elizabeth Thomas, to enable them to lead
comfortable lives, or as needed for emergencies, to the extent that funds are
not available elsewhere (such as through Medicare or Medicaid), as long as
t}-.ey shall live.
3. Survival. If any beneficiary should die within sixty (60) days
after me, then he or she shall be deemed to have predeceased me for all
purposes of this will.
4. Spendthrift Clause. No interest of any beneficiary hereunder
shall be subject to anticipation, pledge, assignment, sale or transfer in any
manner, nor shall any beneficiary have power in any manner to charge or
encu.nber his or her interest, nor shall the interest of any beneficiary be
1iabLe or subject in any manner while in the possession of my fiduciaries for
any Liability of such beneficiary, whether such liability arises from his or
her ~3ebts, contracts, torts, or other engagements of any type.
5. Trust for Minor Beneficiary. If any beneficiary hereunder is under
the .ige of twenty-five (25) years, his or her share shall be retained by my
exzciicor as trustee in trust until such beneficiary has attained said age.
During the period of the trust, there shall be distributed to the beneficiary
such portions of income or principal as may, in the sole discretion of the
t r~is c:ee, be necessary for his or her support, education or to meet needs of an
zmerp;e ncy nature, such as those arising from serious illness or accident,
taking into account such other sources of support as may he available. The
:o •:ai amount due the beneficiary shall be paid to him or her iohen he or she
at':ains the age of t•.aenty-five (25), and, if he or she dies prior to such age,
such amount shall be paid to his or her estate.
2 -
6. Facility of Payment for Minors or Incompetents. Any amounts cr
assets which are payable or distributable to a minor or incompetent hereunder
may, at the discretion of my fiduciaries, be paid or distributed to the parent
or guardian of such minor or incompetent, to the person with whom such minor
or incompetent resides, or directly to such minor or incompetent, or may be
applied for the use or benefit of such minor or incompetent.
7. Powers. In additioxx to such other powers and duties as may be
granted elsewhere herein or which may be granted by law, my fiduciaries
he render shall have the following powers and duties, without the necessity of
noti:e to or consent of any court:
(a) To retain all or any part of my property, real or
personal, in [he form in which it may be held at the time of its
receipt, including any closely held business in which I have an
interest and the stock of any corporate fiduciary hereunder, as
long as in the exercise of their discretion it may be advisable so
to do, notwithstanding that said property may not be of a charac-
ter authorized by law.
(b) To im•est and reim•est any funds held hereunder in any
property, real or persona]., including, but not by way of limita-
tion, bonds, preferred stocks, common stocks and other securities
of domestic or foreign corporations or investment trusts, mort-
gages or mortgage participations, mutual funds with or without
sales or redemption charges, and common trust funds, even though
such property would not be. considered appropriate or legal for a
fiduciary apart from this provision.
(c) To sell, convey, exchange, partition, give options to
buy or lease upon, or otherwise dispose of any property, real or
personal, at the time held by them, at public or private sale or
otherwise, for cash or other consideration or on credit, and upon
such terms and for such price as they may determine, and to convey
such property free of all crusts.
(d) To borrow money from any person, including any fiduci-
ary hereunder, for any purpose in connection with the administra-
tion hereof. [o execute promissory notes or other obligations for
amounts so borrowed, to secure the payments of such amounts h}'
3 -
mortgages or pledges of any property, real or personal, which may
be held hereunder.
(e) To make loans, secured~or unsecured, in such amounts,
upon such terms, at such rates of interest, and to such persons,
firms, or corporations as they may deem advisable..
(f) To renew or extend the time for payment of any obliga-
tion, secured or unsecured, payable to or by them as fiduciaries,
for as long a period or periods of time and on such terms, as they
may determine, and to adjust, settle, and arbitrate claims or
demands in favor of or against them.
(g) In dividing or distributing any property, real or
personal, included herein, to divide or distribute in cash, in
kind, or partly in cash and partly in kind.
(h) Without limitation of powers elsewhere granted
therein, to hold, manage and develop any real estate which may be
held by them at any time, to mortgage any such property in such
amounts and on such terms as they may deem advisable, to lease any
such property for such term or terms and upon such conditions and
rentals as they may deem e~dvisable, whether or not the term of any
such lease shall exceed tYie period permitted by law or the
probable period of re tenti.on under this instrument; to make
repairs, replacements and improvements, structural or otherwise,
in connection with any such property, to abandon any such prop-
erty which they may deem to be worthless or not of sufficient
value to warrant keeping cr protecting, and to permit any such
property to be lost by tax. sale or any other proceedings.
(i) To employ such. brokers, banks-, custodians, investment
counsel, attorneys, and other agents, and to delegate to them such
duties, rights and powers as they may determine, and for such
periods as they think fit.
(j) To register any securities at any time in their own
names, in their names as fiduciary, or in the names of nominees,
•aith or without indicating the trust character of the securities
so registered.
(k) With respect to any securities forming a part of the
trust, to vote upon any proposition or election at any meeting of
the corporation issuing such securities, and to grant proxies,
discretionary or otherwise, to vote at any such meeting; to join
or become a party to any reorganization, readjustment, merger,
voting trust, consolidation or exchange, and to deposit any such
securities with any committee, depository, trustee or otherwise,
and to pay out of the assets held hereunder, any fees, expenses
- 4 -
end assessments incurred i.n connection therewith, to exercise
conversion, subscription cs other rights, and to receive or hold
any new securities issued as a result of any such reorganization,
readjustment, merger, voting trust, consolidation, exchange or
exercise of conversion, subscription or other rights and gen-
erally to take all action with respect to any such securities as
could be taken by the absolute owner thereof.
(1) To engage in sales, leases, loans, and other transac-
tions with the estate of niy husband or-any trust established by
either of us, even if they are fiduciaries or beneficiaries
thereof.
(m) To exercise all elections which they may have with
respect to income, gift, estate, inheritance and other taxes,
including without limitation execution of joint income tax
returns, election to deduct expenses in computing one tax or
another, election to split: gifts, and election to pay or to defer
payment of any tax, in al]. events without their being bound to
require contribution from any other person.
(n) To operate, own, or develop any business or property
held hereunder in any form, including without limitation sole
proprietorship, limited ox' general partnership, corporation,
association, tenancy in common, condominium, or any other, whether
or not they have restricted or no management rights, as they in
their discretion think be;:t.
8. Taxes. I direct that all estate, inheritance, and succession
taxes that may be assessed in consequence of my death, of whatever nature and
by whatever jurisdiction imposed, other than generation-skipping taxes, shall
be p.iid out of the principal of my general estate to the same effect as if
said taxes were expenses of administration, except that any such additional
caxe:; (and interest and penalties thereon) imposed on account of my interest
in o- power over any trust established by my husband shall be paid out of the
property held in such trust, anc. all other property includible in my taxable
es ta~:e for federal or state tax purposes, •ahether or not passing under this
will shall be free and clear thereof; provided, however, that my executor may
in t}~e discretion of my executor request that any portion or all of said taxes
5 -
(to lie paid out of the principal. of my general estate) shall instead be paid
out of the principal of any trust established by me, to the extent expressly
auth~~rized under the terms of said trust.
9. Fiduciaries. I appoint as executor hereunder my husband, Thomas
G. L:ddick, Sr. If he should be unable or unwilling to serve or to complete
the .administration of my estate, then my son, Thomas J. Liddick, Jr., shall
serve in his place. If he should be unable or unwilling to serve, then
Gwendolyn J. Shelly, of Wormleysburg, Pennsylvania, shall serve in his place.
No Individual fiduciary shall be liable for the acts, omissions or defaults
of a;~y agent appointed and retained with due care or of any co-fiduciary. No
fidu~:iary named herein shall be required to furnish bond or other security for
the proper performance of duties hereunder.
10. Gender. Unless the context indicates otherwise, any use of
masc~iLine gender herein shall also include the feminine gender.
IN WITNESS WHEREOF, I, SALLY J. LIDDICK, herewith set my hand to this,
my last Will, typewritten on seven (7) sheets of paper including thneL
se lfproving attestation clause and signatures of witnesses, this `i "T'~ day of
-~~, 1990.
~~Pr ~,
.'~ 2C-Qci ~" ~ ~~C P_c:~GG~ (SEAL)
SALLY J. IDDIF'1C
Wi me ssed:
n
\\ A 1 ' n
o~~'l~ U ~•-~~ r ~J ~ /~~ iii \ /~`
~~ ~~ ~•~ residing at ~~'~(~ `'.J ~ / ,
///f ~}''~/%
~~ t,l //~~L~'(-!~ residing at ~~f~~!I /~-~L~C~ f~
/ /,,, i
--- residing at ///~/1Q/!,/~1(/.Q~ ~j9
6
COMM )NWEALTH OF PENNSYLVANIA
COUN LY OF DAUPHIN
SS:
l~ SAL J. DDICK, (the testatrix) t~'7~4J ~4/2Cu C( P1 ~" `(6«(,j~ `"i)
X +JO ~ ~( ~~ 'F~ and ~?~j(L(~C fry, ,C~/![tn - (the witnesses j",
whose names are signed to the foregoing instrument,- eing first duly sworn,
each hereby declares to the undersigned authority that the testatrix signed
and executed the instrument as her last will-in the presence of the witnesses
and that she had signed willingly, and that she executed it as her free and
voluntary act for the purposes therein expressed, and that each of the
witnesses, in the presence and hearing of the testatrix, signed the will as
witnass and that to the best of his or her knowledge the testatrix was at that
time eighteen years of age or o]-der, of sound mind and under no constraint or
undue influence.
WITN35S:
TESTATRIX:
1\ \ I, ~1 t~~ ~ 4~ .
-`L!~`A-n_..v\ vL 1y CL.Q ~~~`4~~--9 /~21~E~.G.C~
SALLY J. ~lUll1~
WITN ?SS: WITNESS:
Suosr.ribed, sworn to and acknowledged before me by SALLY J. LIDDICK, the
testatrix,/and subscribed and sworn to before me by ,{,.QL4 (( ~ll~ ~~~`~Z C'E,1.~7.
lam(. )CC (-~. ~~~(~L;i«( and /'~~ ~' _~ ~~(L C_C~a the witnesses,
~'~l L ~(
this_~ day of--H,~rc-k;-1990.
,~
--~tLC~L~ t ~C C,~. ~~~,ccv i~~~~~
i Notary Public
(SEAL)
IiL~ _ i.Y UG _. . I
_ 7
STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT (this "Agreement") is made and entered into
as of December 6, 2012 by and among GWEN SHELLY, TODD SHELLY and ADAM LOHR
(each, a "Buyer" and collectively, the "Buyers"), THOMAS G. LIDDICK, SR. (the "Seller"),
BARKLEIGH PRODUCTIONS, INC., a Pennsylvania corporation ("Productions"), and
BARKLEIGH MANAGEMENT GROUP, INC., a Pennsylvania corporation ("Management").
Background
A. During her lifetime, Sally J. Liddick ("Sally") owned: (i) 490 shares of common
stock of Productions (the "Productions Shares"); and (ii) 50 shazes of common stock of
Management (the "Management Shares"). The Productions Shazes and the Management
Shazes shall be collectively referred to in this Agreement as the "Shares".
B. Sally died testate on January 29, 2012. Seller was the surviving spouse of Sally
and the beneficiary of the Shazes upon her death. Seller now holds good and mazketable title to
the Shares.
C. The Seller desires to sell to the Buyers, and the Buyers desire to purchase from
Seller, all of the Shazes pursuant to the terms and conditions of this Agreement.
Agreement
In consideration ofthe foregoing background, which isincorporated herein by reference,
and of the representations, warranties, covenants and agreements set forth in this Agreement, and
for other good and valuable consideration, the receipt and sufficiency of which is acknowledged,
and intending to be legally bound, the parties agree as follows.
ARTICLE I
SALE AND PURCHASE OF SHARES
1.1 Purchase Price of the Shares. Upon the consummation of the transactions
contemplated by this Agreement (the "Closing"), the Seller agrees to sell, convey, assign,
deliver, and transfer to Buyers, and Buyers agree to purchase and assume from the Seller, all of
the Seller's right, title and interest in and to all of the Shares. The Purchase Price for the Shares
shall be $300,000.00 (the "Purchase Price").
1.2 Convevance of the Shazes. At the Closing, Seller shall convey good and
marketable title to the Shares to the Buyers, free and cleaz of any and all liens, pledges, security
interests, restrictions, claims or encumbrances of any kind or nature (individually and
collectively, "Encumbrances").
1.3 Allocation of Shares. Each Buyer shall purchase their portion of the Shazes and
pay their portion of the Purchase Price as follows:
1.3 Allocation of Shares. Each Buyer shall purchase their portion of the Shares and
pay their portion of the Purchase Price as follows:
Buyer Number of
Productions
Shares Being
Purchased Purchase
Price of
Productions
Shares Number of
Management
Shares Being
Purchased Purchase
Price of
Management
Shares Total
Purchase
Price due
om B er
Gwen Shelly 10 $5,020 0 $0 $5,020
Adam Lohr 240 $120,490 25 $27,000 5147,490
Todd Shelly 240 $120,490 25 $27,000 $147,490
Total 490 $246,000 50 $54,000 $300,000
1.4 Payment of the Purchase Price. At the Closing, each Buyer shall pay their portion
of the Purchase Price as follows:
(a) Gwen Shelly shall deliver a promissory note to Seller in the amount of
$5,020, substantially in the form attached as Exhibit A, which promissory note shall be
amortized over 15 years and, beginning January 31, 20] 3, shall require monthly payments in
arreazs in the amount of $39.70;
(b) Adam Lohr shall deliver a promissory note to Seller in the amount of
$147,490, substantially in the form attached as Exhibit B, which promissory note shall be
amortized over 15 years and, beginning January 31, 2013, shall require monthly payments in
aneazs in the amount of $1,166.34; and
(c) Todd Shelly shall deliver a promissory note to Seller in the amount of
$147,490, substantially in the form attached as Exhibit C which promissory note shall be
amortized over 15 yeazs and, beginning January 31, 2013, shall require monthly payments in
arrears in the amount of $1,166.34.
For accounting purposes, the parties acknowledge and agree that, in satisfaction of the three
monthly payments due to Seller pursuant to the aforementioned promissory notes, Productions
may (but shall not be required to) offset any compensation due and owing to the Buyers during
such month and make a single monthly payment to Seller in the amount of $2,372.38.
ARTICLE R
CLOSING
2.1 Closine. Closing shall occur on or before December 31, 2012 (the "Closing
Date") at a location which is mutually agreeable to the parties. Notwithstanding the foregoing or
anything to the contrary set forth herein, the Closing shall be effective for all intents and
purposes as of 11:59 pm on December 31, 2012 (the "Effective Time").
2
2.2 Conditions Precedent to the Obligation of Buyers to Close. The obligations of
Buyers to consummate the transactions contemplated by this Agreement aze subject to
satisfaction of each of the following conditions on or before the Closing Date:
(a) Share Certificates. The Seller shall have delivered each of the stock
certificates evidencing the Shares, duly endorsed in blank and accompanied by appropriate
instruments of transfer.
(b) ConsultinrAQreement. Seller shall have executed and delivered a
Consulting Agreement to Productions and Management, which shall have a 15 yeaz term, shall
require monthly payments of $1,000.00 to be made to Seller throughout the term thereof and
shall be substantially in the form attached as Exhibit D (the "Consulting Agreement").
Pursuant to the Consulting Agreement, Seller shall agree: (i) to provide consulting and post-
Closing transition services to Productions and Management on an as-needed basis; and (ii) not to
compete with Productions during the term of the Consulting Agreement and for a period of one
year thereafter. The parties acknowledge and agree that the Consulting Agreement is a material
inducement for each of the Buyers to enter into this Agreement and that the Buyers would not
have entered into this Agreement without Seller agreeing to the terms and conditions of the
Consulting Agreement.
(c) Representations and Warranties ofthe Seller. The representations and
warranties of the Seller contained in this Agreement shall be true and correct on and as of the
Closing Date as though such representations and warranties were made on the Closing Date.
(d) Performance of Covenants and Agreements. The Seller shall have
performed and complied with all covenants, agreements and conditions required to be performed
by or complied with by the Seller prior to or at the Closing, in accordance with the terms and
conditions of this Agreement.
(e) Further Assurances. Buyers shall have received such further instruments
and documents as may reasonably be required to carry out the transactions contemplated hereby
and to evidence the fulfillment of the agreements herein contained and the performance of all
conditions to the consummation of such transactions.
2.3 _Conditions Precedent to the Obligation of the Seller to Close. The obligations of
the Seller to consummate the transactions contemplated by this Agreement are subject to
satisfaction of each of the following conditions on or before the Closing Date:
(a) Purchase Price. Buyers shall have paid the Purchase Price by delivering
the three promissory notes required in accordance with Section 1.4,
(b) Consultive Aereement. Productions and Management shall have each
executed and delivered the Consulting Agreement to Seller.
(c) Performance of Covenants and Agreements. Buyers shall have performed
and complied with all covenants, agreements and conditions required by this Agreement to be
performed or complied with by Buyers prior to or at the Closing.
(d) Further Assurances. The Seller shall have received such further
instruments and documents as may reasonably be required to carry out the transactions
contemplated hereby and to evidence the fulfillment of the agreements herein contained and the
performance of all conditions to the consummation of such transactions.
ARTICLE IH
REPRESENTATIONS AND WARRANTIES OF THE SELLER
The Seller hereby makes the following representations and warranties to Buyers, each of
which is true and correct on the date hereof and shall be true and correct on the Closing Date.
3.1 Capitalization. The Productions Shazes represent the Seller's entire ownership
interest in Productions, and the Management Shazes represent the Seller's entire ownership
interest in Management. All of the Shares are duly authorized, validly issued, fully paid and
non-assessable. No third-party has any call right, redemption right, purchase option or other
right of any kind with regazd to the Shazes.
3.2 Title to Shares. The Seller is the sole record and beneficial owner of the Shares
and has full right and title to the Shares and full and unrestricted right, power and authority to
sell, assign, transfer and deliver the Shazes to the Buyers. The Shares aze free and clear of any
and all Encumbrances.
3.3 Agreement Legal and Authorized. The execution and delivery of this Agreement
does not, and the consummation by Seller of the transactions contemplated herein will not: (a)
conflict with, or result in a breach of any of the terms, conditions or provisions of, or constitute a
default under the Articles of Incorporation or the Bylaws of Productions or Management; or (b)
conflict with, violate or result in a breach of any law, administrative regulation or court decree
applicable to the Company or Seller.
3.4 Valid and Binding Oblieation. The Seller has the right, power and authority to
enter into and perform its obligations under this Agreement. This Agreement constitutes a valid,
binding and enforceable obligation of the Seller.
3.5 Liti ation. There is no suit, claim, action or proceeding now pending or, to the
knowledge of Seller, threatened before any court, administrative or regulatory body, or any
governmental agency, to which Seller, Productions or Management is a party or which may
result in any judgment, order, decree, liability or other determination which could prevent the
consummation of the transactions contemplated by this Agreement.
3.6 Inheritance Tax Paid. Seller will promptly file a Pennsylvania Inheritance Tax
return and will pay all Pennsylvania inheritance tax, interest, and penalties due and owing as a
result of Sally's death.
4
3.7 Federal Estate Tax. Seller is not required to file a federal estate tax return as a
result of Sally's death and no federal estate tax is due as a result of Sally's death.
3.8 Disclosure. No representation or warranty of Seller in this Agreement omits to
state a material fact necessary to make the statements herein, in light of the circumstances in
which they were made, not misleading.
3.9 Survival of Representations and Warranties. The representations and warranties
contained in this Agreement shall survive the execution and delivery of this Agreement.
ARTICLE IV
MUTUAL RELEASE
4.1 Release by the Seller Parties. In consideration for the Purchase Price and the
other covenants and agreements of the Buyers, Productions and Management set forth in this
Agreement and the Consulting Agreement, Seller, on behalf of itself and its successors, assigns,
subrogees, insurers, beneficiaries, executors, fiduciaries attorneys and agents, and any and all
other persons claiming by or through Seller (collectively, the "Seller Parties"), hereby releases,
remises, and forever discharges each of the Buyers, Productions, Management and each of their
respective successors, assigns, officers, directors, shareholders, subrogees, insurers,
beneficiaries, executors, fiduciaries attorneys and agents, and any and all other persons claiming
by or through Bazkleigh (collectively, the "Barkleigh Parties"), from any and all actions, causes
of action, claims, counterclaims, crossclaims, demands, rights, suits, debts, contracts,
agreements, demands for contribution, demands for indemnity, damages, costs, expenses,
commissions, and compensation of any nature whatsoever, whether known or unknown, fixed or
contingent, and whether at law or in equity (collectively, "Claims"), that accrued or occurred on
or before the Effective Time and/or that any Seller Party has or could have asserted against any
of the Barkleigh Parties at any time on or before the Effective Time, including without
limitation, any Claims arising out of or related to (a) Sally's ownership of the Shares prior to her
death, (b) Sally's employment with Productions and/or Management prior to her death, and (c)
Seller's ownership of the Shazes prior to the Effective Time.
4.2 Release by the Bazklei¢h Parties. In consideration of the Shares and the other
representations, warranties, covenants and agreements of Seller set forth in this Agreement,
Productions, Management and each of the Buyers, on behalf of itself and the other Barkleigh
Parties, hereby releases, remises, and forever dischazges the Seller Parties from any and all
Claims that accrued or occurred on or, before the Effective Time and/or that any Barkleigh Party
has or could have asserted against any of the Seller Parties at any time on or before the Effective
Time.
4.3 No Release of Claims under this Agreement. For the avoidance of doubt, nothing
in this Article IV will be deemed a release, remise or dischazge of any Claims that arise out of or
relate to (a) a breach of any representation, warranty, covenant or agreement set forth in this
Agreement or (b) events that occur after the Effective Time.
4.4 Final Resolution. It is the intent of the parties that this Agreement constitute a full
and final resolution of any and all Claims: (a) that accrued or occurred on or before the Effective
Time; (b) that any Seller Party has or could have asserted against any of the Barkleigh Parties at
any time on or before the Effective Time; and (c) that any Bazkleigh Party has or could have
asserted against any of the Seller Parties at any time on or before the Effective Time
ARTICLE V
MISCELLANEOUS
5.1 Entire Agreement: Modification. This Agreement contains the entire agreement
and understanding between the parties with respect to the subject matter hereof and any and all
prior agreements or understandings between the parties on the same subject are hereby rescinded
and made null and void by mutual agreement. This Agreement may be modified, revised or
amended only by a written instrument signed by each of the parties.
5.2 Governing Law, This Agreement, and the application and interpretation hereof,
shall be subject to and governed exclusively by its terms and by the laws of the Commonwealth
of Pennsylvania, without regard to its conflicts of laws provisions.
5.3 Further Assurances. Each Stockholder shall cooperate and take such action as
may be reasonably requested by the Stockholders in order to carry out the provisions and
purposes of this Agreement and the transactions contemplated hereby.
5.4 Construction. Whenever the singular number is used in this Agreement and when
required by the context, the same shall include the plural and vice versa, and the masculine
gender shall include the feminine and neuter genders and vice versa. Unless expressly stated
otherwise, Section and Exhibits references herein shall refer to the Sections and Exhibits of this
Agreement.
5.5 Waivers. No waiver by any party of the breach of any provision hereof shall be
deemed to constitute a waiver of any continuing or subsequent breach of such provision or any
other provision hereof.
5.6 Riehts and Remedies Cumulative. Any rights and remedies provided by this
Agreement are cumulative and the use of any one right or remedy by any party shall not preclude
or waive the right to use any or all other remedies. Such rights and remedies aze given in
addition to any other rights the parties may have by law, statute, ordinance or otherwise.
5.7 Severability. If any provision of this Agreement or the application thereof to any
Person or circumstance shall be invalid, illegal or unenforceable to any extent, the remainder of
this Agreement and the application thereof shall not be affected and shall be enforceable to the
fullest extent permitted by law, provided that the essential purpose of this Agreement is not
frustrated.
5.8 Heirs. Successors and Assiens. The covenants,. terms, provisions and agreements
herein contained shall be binding upon, and inure to the benefit of, the parties hereto and, except
as otherwise provided to the contrary, their respective heirs, executors, administrators, legal
representatives, successors and permitted assigns.
5.9 Agreement Drafted by the Productions' Attorney. The parties acknowledge that
Productions' counsel, McNees Wallace & Nurick LLC, prepared this Agreement on behalf of,
and in the course of its representation of, Productions. Each party has been advised that a
conflict of interest may exist between his or her interests and the interests of Productions and the
other party. Each party, by signing this Agreement, waives any such conflict and acknowledges
that the party has had the opportunity to seek the advice of independent counsel and tax counsel.
5.10 Counterparts. This Agreement may be executed in counterparts, each of which
shall be deemed an original but all of which shall constitute one and the same instrument. Any
counterpart signature page delivered by electronic means or by facsimile transmission shall be
deemed to have the same force and effect as an originally executed signature page.
[SIGNATURES APPEAR ON FOLLOWING PAGE]
The parties to this Agreement have caused their signatures, or have caused the signatures
of their duly authorized representatives, to be set forth below as of the day and yeaz first above
written.
SELLER:
~ G ~.
Thomas G. Lid ' ~, r.
BUYERS:
Gwe belly
~~~ ~
Adam Lohr
Todd Shelly
PRODUCTIONS:
BARKLEIGH PRODUCTIONS, INC.
By:
en belly, Presiden
MANAGEMENT:
BARKLEIGH MANAGEMENT GROUP, INC.
By:
en Shelly, Presid'
Signature Page to Stock Purchase Agreement
PROMISSORY NOTE
$5,020.00
December 31, 2012
FOR VALUE RECEIVED, GWEN SHELLY, an adult individual residing a[ 51 Longwood
Drive, Mechanicsburg PA 17050 ("Debtor"), hereby promises to pay to THOMAS G. LIDDICK,
SR., an adult individual residing at 49 Longwood Drive, Mechanicsburg, PA 17050 ("Creditor"),
the principal amount of $5,020.00 (the "Principal Amount") in ]awful money of the United States of
America, together with interest on the outstanding balance of the Principal Amount which shall
commence to accrue on the date hereof, pursuant to the terms and conditions of this Promissory Note
(this "Note"). This Note is being delivered pursuant to and in accordance with Section 1.4(a) of that
certain Stock Purchase Agreement by and among, Debtor as seller, Creditor as buyer, and other
parties (the "Stock Purcbase Agreement"). Capitalized terms used in this Note which are not
otherwise defined shall have the respective meanings assigned to them in the Stock Purchase
Agreement.
1. Interest Rate. Commencing on the date hereof and continuing through and
including the Maturity Date (as defined below), the outstanding balance of the Principal Amount
shall bear interest at a fixed rate of 5.0% per annum.
2. Payments of Principal and Interest.
2.1 Principal and Interest Period. Beginning on January 31, 2013 and continuing
on the last day of each month thereafter throughout the term of this Note, Debtor shall pay Creditor
the sum of $39.70, in arrears, being an amount sufficient to fully amortize the Principal Amount,
together with interest thereon, over a period of 15 years, in accordance with the Amortization
Schedule attached hereto as Exhibit A.
2.2 Maturity Date. Notwithstanding the foregoing or anything to the contrary set
forth in this Note, the Principal Amount, together with all accrued but unpaid interest thereon, shall
be immediately due and payable, without notice, demand or presentment, on December 31, 2026 (the
"Maturity Date").
2.3 Prepayments. The indebtedness evidenced by this Note may be prepaid in
whole or in part at any time, and from time to time, without penalty or premium. Each such
prepayment shall first be applied against accrued but unpaid interest and second against principal.
3. Eveuts of Default. The occurrence of any of the following events shall constitute an
event of default (each individually, an "Event of Default"):
3.1 The failure by Debtor to make any payment hereunder within twenty (20)
days of its due date;
3.2 The filing by or against Debtor, Productions or Management of any
proceeding in bankruptcy, receivership, insolvency, reorganization, liquidation, conservatorship or
similar proceeding (and, in the case of any such proceeding instituted against Debtor, Productions or
Management, such proceeding is not dismissed or stayed within one hundred twenty (120) days of
the commencement thereof);
3.3 A default with respect to any other indebtedness of Debtor, Productions or
Management for borrowed money in excess of $100,000.00;
3.4 the occurrence of an "Event of Default" with respect to (a) a certain
Promissory Note of even date herewith in the original principal amount of $147,490.00, by Adam
Lohr as debtor in favor of Creditor, or (b) a certain Promissory Note of even date herewith in the
original principal amount of $147,490.00, by Todd Shelly as debtor in favor of Creditor;
3.5 The entry of a final judgment against Debtor, Productions or Management in
excess of $100,000.00 and the failure of Debtor, Productions or Management to discharge the
judgment or otherwise bond off any judgment lien resulting therefrom within one hundred twenty
(120) days of the entry thereof;
3.6 Productions ceases doing business as a going concern; and
3.7 The failure by Productions to make any payment when due pursuant to a
certain Consulting Agreement of even date herewith, by and between Creditor and Productions.
4. Remedies. Upon the occurrence of any Event of Default, Creditor, at Creditor's
option, may declare the entire remaining unpaid Principal Amount, together with all accrued but
unpaid interest thereon, to be due and payable without notice, demand or presentment, and exercise
all other rights and remedies Creditor may have at law or in equity. The remedies provided for in
this Note shall be cumulative and concurrent and may be pursued singly, successively or together
against Debtor at the sole discretion of Creditor, and such remedies shall not be exhausted by any
exercise thereof.
5. Power to Confess Jud¢ment. Debtor hereby empowers any attorney of any
court of record, after the occurrence and during the continuance of an Event of Default, to
appear for Debtor and, with or without complaint filed, confess judgment, or a series of
judgments, agaiust Debtor in favor of Creditor or any holder hereof for the eutire outstanding
Principal Amount, together with accrued but unpaid interest thereon, costs of suit and an
attorneys' commission of $5,000.00 added as a reasonable attorneys' fee, and for doing so, this
Note or a copy verified by affidavit shall be a sufficient warrant. Debtor hereby forever waives
and releases all errors in said proceedings and all rights of appeal and all relief from any and
all appraisement, stay or exemption laws of any jurisdiction now in force or hereafter enacted.
Interest on the principal balance of the judgment shall accrue at a per annum rate of 10.0%.
No single exercise of the foregoing power to confess judgment, or a series of
judgments, shall be deemed to exhaust the power, whether or not any such exercise shall be
held by any court to be invalid, voidable, or void, but the power shall continue undiminished
and it may be exercised from time to time as often as Creditor shall elect until such time as
Creditor shall have received payment in full of the debt, interest and costs. Notwithstanding
the attorneys' commission provided for in the preceding paragraph (which is included in the
warrant for purposes of establishing a sum certain), the amount of attorneys' fees that Creditor
may recover from Debtor shall not exceed the aMual attorneys' fees incurred by Creditor.
6. General Contract Provisions.
6.1 Notices. All notices, demands, requests, consents, approvals and other
communications required or permitted hereunder must be in writing and will be effective upon
receipt. Such notices and other communications may be hand-delivered, sent by facsimile
transmission with confirmation of delivery and a copy sent by first-class mail, or sent by nationally
recognized overnight courier service, to the addresses for Creditor and Debtor set forth above or to
such other address as either may give to the other in writing for such purpose.
6.2 Amendments. No modification, amendment or waiver of any provision of
this Note or consent to any departure by Debtor therefrom will be effective unless made in a writing
signed by both Debtor and Creditor.
6.3 Severabiliri. If any provision of this Note is found to be invalid by a court of
law, all the other provisions ofthis Note will remain in full force and effect.
6.4 Successors. Heirs and Assiens. This Note shall bind Debtor and his
successors, heirs and permitted assigns, and the bene5ts hereof shall inure to the benefit of Creditor
and his successors, heirs and permitted assigns; provided, however, that neither Creditor nor Debtor
may assign this Note in whole or in part without the other party's prior written consent.
6.5 Governing Law. This Note has been delivered to and accepted by Creditor
and will be deemed to be made in the Commonwealth of Pennsylvania. This Note will be interpreted
and the rights and liabilities of Debtor and Creditor determined in accordance with the laws of the
Commonwealth of Pennsylvania, excluding its conflicts of laws rules.
6.6 Venue. Debtor hereby irrevocably consents to the exclusive jurisdiction of
the Court of Common Pleas of Cumberland County, Pennsylvania; provided that nothing contained
in this Note will prevent Creditor from bringing any action, enforcing any award orjudgment or
exercising any rights against Debtor, against any security or against any property of Debtor within
any other county, state or other foreign or domestic jurisdiction. Debtor acknowledges and agrees
that the venue provided above is the most convenient forum for both Debtor and Creditor. Debtor
waives any objection to venue and any objection based on a more convenient forum in any action
instituted under this Note.
6.7 No Presumotion. Debtor and Creditor have participated jointly in the
negotiation and drafting ofthis Note and, in the event an ambiguity or question of intent or
interpretation arises, this Note shall be construed asjointly drafted by Debtor and Creditor and no
presumption or burden of proof shall arise favoring or disfavoring either party by virtue of the
authorship of any provision ofthis Note.
7. Waiver of Jurv Trial. Debtor irrevocably waives any and all rights Debtor may have
to a trial by jury in any action, proceeding or claim of any nature relating to this Note, any documents
executed in connection with this Note or any transaction contemplated in any of such documents.
Debtor acknowledges that the foregoing waiver is knowing and voluntary.
[SIGNATURE APPEARS ON FOLLOWING PAGE]
WITNESS the due execution of this Note as of the date first written above, with the intent to
be legally bound hereby.
WITNESS:
DEBTOR:
Gwen Shelly
Signature Page to Promissory Note
Printable Amortization Schedule
Loan Summa Pa ment Summa
Principal: $5020 Number of Payments:
Interest Rate: 5% Monthly Payment:
Loan Term: 15 years Total Principal Paid:
Total Interest Paid:
Total Pald:
Monthv Amortization Schedule
http: /lwww.myamortizationchart.com/display/printable•amortizati on...
180
$5,020.00
$2,125.61
$7,145.61
Payment
1 Amount
$39.70 Principal
$18.78 Interest
$20.92 Balanc
$5,001.22
2 $39.70 $18.66 $20.84 $4,982.36
3 $39.70 $18.94 $20.76 $4,963.42
4 $39.70 $19.02 $20.68 $4,944.40
5 $39.70 $19.10 $20.60 $4,925.31
6 $39.70 $19.18 $20.52 $4,906.13
7 $39.70 $19.26 $20.44 $4,866.88
8 $39.70 $19.34 $20.36 $4,867.54
9 $39.70 $19.42 $20.28 $4,848.12
10 $39.70 $19.50 $20.20 $4,828.63
11 $39.70 $19.58 $20.12 $4,809.05
12 $39.70 $19.66 $20.04 $4,789.39
13 $39.70 $19.74 $19.96 $4,769.65
14 $39.70 $19.82 $19.87 $4,749.82
15 $39.70 $19.91 $19.79 $4,729.92
16 $39.70 $19.99 $19.71 $4,709.93
17 $39.70 $20.07 $19.62 $4,689.85
18 $39.70 $20.16 $19.54 $4,669.70
19 $39.70 $20.24 $19.46 $4,649.45
20 $39.70 $20.33 $19.37 $4,629.13
21 $39.70 $20.41 $19.29 $4,608.72
22 $39.70 $20.49 $19.20 $4,588.23
23 $39.70 $20.58 $19.12 $4,567.64
24 $39.70 $20.67 $19.03 $4,546.98
25 $39.70 $20.75 $18.95 $4,526.23
26 $39.70 $20.84 $18.86 $4,505.39
27 $39.70 $20.93 $18.77 $4,484.46
28 $39.70 $21.01 $18.69 $4,463.45
29 $39.70 $21.10 $18.60 $4,442.35
1 of 5 12/72012 12:19 PM
Printable Amortization Schedule
http://www.myamortizationchart.com/display/printable-amortization...
30 $39.70 $21.19 $18.51 $4,421.16
31 $39.70 $21.28 $18.42 $4,399.89
32 $39.70 $21.36 $18.33 $4,378.52
33 $39.70 $21.45 $18.24 $4,357.07
34 $39.70 $21.54 $18,15 $4,335.52
35 $39.70 $21.63 $18.06 $4,313.89
36 $39.70 $21.72 $17.97 $4,292.17
37 $39.70 $21.81 $17.88 $4,270.35
38 $39.70 $21.90 $17.79 $4,248.45
39 $39.70 $22.00 $17.70 $4,226.45
40 $39.70 $22.09 $17.61 $4,204.36
41 $39.70 $22.18 $17.52 $4,182.19
42 $39.70 $22.27 $17,43 $4,159.91
43 $39.70 $22.36 $17.33 $4,137.55
44 $39.70 $22.46 $17.24 $4,115.09
45 $39.70 $22.55 $17.15 $4,092.54
46 $39.70 $22.65 $17.05 $4,D69.89
47 $39.70 $22.74 $16.96 $4,047.15
48 $39.70 $22.83 $16.86 $4,024.32
49 $39.70 $22.93 $16.77 $4,001.39
50 $39.70 $23.03 $16.67 $3,978.36
51 $39.70 $23.12 $16.58 $3,955.24
52 $39.70 $23.22 $16.48 $3,932.02
53 $39.70 $23.31 $16.38 $3,908.71
54 $39.70 $23.41 $16.29 $3,885.30
55 $39.70 $23.51 $16.19 $3,861.79
56 $39.70 $23.61 $16.09 $3,838.18
57 $39.70 $23.71 $15.99 $3,814.48
58 $39.70 $23.80 $15.89 $3,790.67
59 $39.70 $23.90 $15.79 $3,766.77
60 $39.70 $24.00 $15.69 $3,742.77
61 $39.70 $24.10 $15.59 $3,718.66
62 $39.70 $24.20 $15.49 $3,694.46
63 $39.70 $24.30 $15.39 $3,670.16
64 $39.70 $24.41 $15.29 $3,645.75
65 $39.70 $24.51 $15.19 $3,621.24
66 $39.70 $24.61 $15.09 $3,596.63
67 $39.70 $24.71 $14.99 $3,571.92
2 of 5 12/7/2012 12:19 PM
Printable Amortization Schedule
http://www.myam ortizationchart.com/display/printable-amortization...
68 $39.70 $24.81 $14.88 $3,547.11
69 $39.70 $24.92 $14.78 $3,522.19
70 $39.70 $25.02 $14.68 $3,497.17
71 $39.70 $25.13 $14.57 $3,472.04
72 $39.70 $25.23 $14.47 $3,446.81
73 $39.70 $25.34 $14.36 $3,421.47
74 $39.70 $25.44 $14.26 $3,396.03
75 $39.70 $25.55 $14.15 $3,370.48
76 $39.70 $25.65 $14.04 $3,344.83
77 $39.70 $25.76 $13.94 $3,319.07
78 $39.70 $25.87 $13.83 $3,293.20
79 $39.70 $25.98 $13.72 $3,267.22
80 $39.70 $26.08 $13.61 $3,241.14
81 $39.70 $26.19 $13.50 $3,214.95
82 $39.70 $26.30 $13.40 $3,188.64
83 $39.70 $26.41 $13.29 $3,162.23
84 $39.70 $26.52 $13.18 $3,135.71
65 $39.70 $26.63 $13.07 $3,109.08
86 $39.70 $26.74 $12.95 $3,082.33
87 $39.70 $26.85 $12.84 $3,055.48
88 $39.70 $26.97 $12.73 $3,028.51
89 $39.70 $27.08 $12.62 $3,001.43
90 $39.70 $27.19 $12.51 $2,974.24
91 $39.70 $27.31 $12.39 $2,946.94
92 $39.70 $27.42 $12.28 $2,919.52
93 $39.70 $27.53 $12.16 $2,891.98
94 $39.70 $27.65 $12.05 $2,864.34
95 $39.70 $27.76 $11.93 $2,836.57
96 $39.70 $27.88 $11.82 $2,808.70
97 $39.70 $27.99 $11.70 $2,780.70
98 $39.70 $28.11 $11.59 $2,752.59
99 $39.70 $28.23 $11.47 $2,724.36
100 $39.70 $28.35 $11.35 $2,696.01
101 $39.70 $28.46 $11.23 $2,667.55
102 $39.70 $28.58 $11.11 $2,638.97
103 $39.70 $28.70 $11.00 $2,610.26
104 $39.70 $28.82 $10.88 $2,581.44
105 $39.70 $28.94 $10.76 $2,552.50
3 of 5 12/7/2012 12:19 PM
Printable Amortization Schedule
http: //www.myamortiza[ionchart.com/display/printable-amortization...
106 $39.70 $29.06 $10.64 $2,523.44
107 $39.70 $29.18 $10.51 $2,494.25
108 $39.70 $29.31 $10.39 $2,464.95
109 $39.70 $29.43 $10.27 $2,435.52
110 $39.70 $29.55 $10.15 $2,405.97
111 $39.70 $29.67 $10.02 $2,376.30
112 $39.70 $29.80 $9.90 $2,346.50
113 $39.70 $29.92 $9.78 $2,316.58
114 $39.70 $30.05 $9.65 $2,286.54
115 $39.70 $30.17 $9.53 $2,256.37
116 $39.70 $30.30 $9.40 $2,226.07
117 $39.70 $30.42 $9.28 $2,195.65
118 $39.70 $30.55 $9.15 $2,165.10
119 $39.70 $30.68 $9.02 $2,134.42
120 $39.70 $30.80 $8.89 $2,103.62
121 $39.70 $30.93 $8.77 $2,072.68
122 $39.70 $31.06 $8.64 $2,041.62
123 $39.70 $31.19 $8.51 $2,010.43
124 $39.70 $31.32 $8.38 $1,979.11
125 $39.70 $31.45 $8.25 $1,947.66
126 $39.70 $31.58 $8.12 $1,916.08
127 $39.70 $31.71 $7.98 $1,884.36
128 $39.70 $31.85 $7.85 $1,852.52
129 $39.70 $31.98 $7.72 $1,820.54
130 $39.70 $32.11 $7.59 $1,788.42
131 $39.70 $32.25 $7.45 $1,756.18
132 $39.70 $32.38 $7.32 $1,723.80
133 $39.70 $32.52 $7.18 $1,691.28
134 $39.70 $32.65 $7.05 $1,658.63
135 $39.70 $32.79 $6.91 $1,625.84
136 $39.70 $32.92 $6.77 $1,592.92
137 $39.70 $33.06 $6.64 $1,559.86
138 $39.70 $33.20 $6.50 $1,526.66
139 $39.70 $33.34 $6.36 $1,493.33
140 $39.70 $33.48 $6.22 $1,459.85
141 $39.70 $33.62 $6.08 $1,426.23
142 $39.70 $33.76 $5.94 $1,392.48
143 $39.70 $33.90 $5.80 $1,358.58
4 of 5 12/7/20 ]2 ] 2:19 PM
Printable Amortization Schedule http://www.myamortizationchart.com/display/printable-amortization...
144 $39.70 $34.04 $5.66
$1,324.55
145 $39.70 $34.18 $5.52 $1,290.37
146 $39.70 $34.32 $5.38 $1,256.05
147 $39.70 $34.46 $5.23 $1,221.58
148 $39.70 Asa R~ m~ nn Q.. e~ ,.-.
149 $39.70 $34.75 $4.95 $1,152.22
150 $39.70 $34.90 $4.80 $1,117.32
151 $39.70 $35.04 $4.66 $1,082.28
152 $39.70 $35.19 $4.51 $1,047.09
153 $39.70 $35.33 $4.36 $1,011.76
154 $39.70 $35.48 $4.22 $976.28
155 $39.70 $35.63 $4.07 $940.65
156 $39.70 $35.78 $3.92 $904.87
157 $39.70 $35.93 $3.77 $868.94
158 $39.70 $36.08 $3.62 $832.86
159 $39.70 $36.23 $3.47 $796.64
160 $39.70 $36.38 $3.32 $760.26
161 $39.70 $36.53 $3.17 $723.73
162 $39.70 $36.68 $3.02 $687.05
163 $39.70 $36.84 $2.86 $650.21
164 $39.70 $36.99 $2.71 $613.22
165 $39.70 $37.14 $2.58 $576.08
166 $39.70 $37.30 $2.40 $538.78
167 $39.70 $37.45 $2.24 $501.33
168 $39.70 $37.81 $2.09 $463.72
169 $39.70 $37.77 $1.93 $425.95
170 $39.70 $37.92 $1.77 $388.03
171 $39.70. $38.08 $1.62 $349.95
172 $39.70 $38.24 $1.46 $311.71
173 $39.70 $38.40 $1.30 $273.31
174 $39.70 $38.56 $1.14 $234.75
175 $39.70 $38.72 $0.98 $196.03
176 $39.70 $38.88 $0.82 $157.15
177 $39.70 $39.04 $0.65 $118.11
178 $39.70 $39.21 $0.49 $78.90
179 $39.70 $39.37 $0.33 $39.53
180 $39.70 $39.53 $0.16 $0.00
Totals $7,145.61 55,020.00 $2,125.61 _.
5 of 5 12/7/2012 12:19 PM
PROMISSORY NOTE
$147,490.00 December 3 I , 2012
FOR VALUE RECEIVED, ADAM LOHR, an adult individual residing at 203 Southside
Drive Newville, PA 17241(`Debtor"), hereby promises to pay to THOMAS G. LIDDTCK, SR., an
adult individual residing at 49 Longwood Drive, Mechanicsburg, PA 17050 ("Creditor"), the
principal amount of $147,490.00 (the "Principal Amount") in lawful money of the United States of
America, together with interest on the outstanding balance of the Principal Amount which shall
commence to accrue on the date hereof, pursuant to the terms and conditions of this Promissory Note
(this "Note"). This Note is being delivered pursuant to and in accordance with Section 1.4(b) of that
certain Stock Purchase Agreement by and among, Debtor as seller, Creditor as buyer, and other
parties (the "Stock Purchase Agreement"). Capitalized terms used in this Note which are not
otherwise defined shall have the respective meanings assigned to them in the Stock Purchase
Agreement.
1. Interest Rate. Commencing on the date hereof and continuing through and
including the Maturity Date (as defined below), the outstanding balance of the Principal Amount
shall bear interest at a fixed rate of 5.0% per annum.
2. Payments of Principal and Interest.
2.1 Principal and Interest Period. Beginning on January 31, 2013 and continuing
on the last day of each month thereafter throughout the term of this Note, Debtor shall pay Creditor
the sum of $1,166.34, in arrears, being an amount sufficient to fully amortize the Principal Amount,
together with interest thereon, over a period of 15 years, in accordance with the Amortization
Schedule attached hereto as Exhibit A.
2.2 Maturity Date. Notwithstanding the foregoing or anything to the contrary set
forth in this Note, the Principal Amount, together with all accrued but unpaid interest thereon, shall
be immediately due and payable, without notice, demand or presentment, on December 31, 2026 (the
"Maturity Date").
2.3 Prepayments. The indebtedness evidenced by this Note may be prepaid in
whole or in part at any time, and from time to time, without penalty or premium. Each such
prepayment shall first be applied against accrued but unpaid interest and second against principal.
3. Events of Default. The occurrence of any of the following events shall constitute an
event of default (each individually, an "Event of Default"):
3.1 The failure by Debtor to make any payment hereunder within twenty (20)
days of its due date;
3.2 The filing by or against Debtor, Productions or Management of any
proceeding in bankruptcy, receivership, insolvency, reorganization, liquidation, conservatorship or
similar proceeding (and, in the case of any such proceeding instituted against Debtor, Productions or
Management, such proceeding is not dismissed or stayed within one hundred twenty (120) days of
the commencement thereof);
3.3 A default with respect to any other indebtedness of Debtor, Productions or
Management for bon•owed money in excess of $100,000.00;
3.4 the occurrence of an "Event of Default" with respect to (a) a certain
Promissory Note of even date herewith in the original principal amount of $5,020.00, by Gwen
Shelly as debtor in favor of Creditor, or (b) a certain Promissory Note of even date herewith in the
original principal amount of $147,490.00, by Todd Shelly as debtor in favor of Creditor;
3.5 The entry of a final judgment against Debtor, Productions or Management in
excess of $100,000.00 and the failure of Debtor, Productions or Management to discharge the
judgment or otherwise bond off any judgment lien resulting therefrom within one hundred twenty
(120) days of the entry thereof;
3.6 Productions ceases doing business as a going concern; and
3.7 The failure by Productions to make any payment when due pursuant to a
certain Consulting Agreement of even date herewith, by and between Creditor and Productions.
4. Remedies. Upon the occurrence of any Event of Default, Creditor, at Creditor's
option, may declare the entire remaining unpaid Principal Amount, together with all accrued but
unpaid interest thereon, to be due and payable without notice, demand or presentment, and exercise
all other rights and remedies Creditor may have at law or in equity. The remedies provided for in
this Note shall be cumulative and concurrent and may be pursued singly, successively or together
against Debtor at the sole discretion of Creditor, and such remedies shall not be exhausted by any
exercise thereof.
5. Power to Confess Judement. Debtor hereby empowers any attorney of any
court of record, after the occurrence and during the continuance of an Event of Default, to
appear for Debtor and, with or without complaint filed, confess judgment, or a series of
judgments, against Debtor in favor of Creditor or any holder hereof for the entire outstanding
Principal Amount, together with accrued but unpaid interest thereon, costs of suit and an
attorneys' commission of $5,000.00 added as a reasonable attorneys' fee, and for doing so, this
Note or a copy verified by affidavit shall be a sufficient warrant. Debtor hereby forever waives
and releases all errors in said proceedings and all rights of appeal and all relief from any and
all appraisement, stay or exemption laws of any jurisdiction now in force or hereafter enacted.
Interest on the principal balance of the judgment shall accrue at a per annum rate of 10.0%.
No single exercise of the foregoing power to confess judgment, or a series of
judgments, shall be deemed to exhaust the power, whether or not any such exercise shall be
held by any court to be invalid, voidable, or void, but the power shall continue undiminished
and it may be exercised from time to time as often as Creditor shall elect until such time as
Creditor shall have received payment in full of the debt, interest and costs. Notwithstanding
the attorneys' commission provided for in the preceding paragraph (which is included in the
warrant for purposes of establishing a sum certain), the amount of attorneys' fees that Creditor
may recover from Debtor shall not ezceed the actual attorneys' fees incurred by Creditor.
6. General Contract Provisions.
6.1 Notices. All notices, demands, requests, consents, approvals and other
communications required or permitted hereunder must be in writing and will be effective upon
receipt. Such notices and other communications may be hand-delivered, sent by facsimile
transmission with confirmation of delivery and a copy sent by first-class mail, or sent by nationally
recognized overnight courier service, to the addresses for Creditor and Debtor set forth above or to
such other address as either may give to the other in writing for such purpose.
6.2 Amendments. No modification, amendment or waiver of any provision of
this Note or consent to any departure by Debtor therefrom will be effective unless made in a writing
signed by both Debtor and Creditor.
6.3 Severabiliri. Ifany provision of this Note is found to be invalid by a court of
law, all the other provisions of this Note will remain in full force and effect.
6.4 Successors. Heirs and Assiens. This Note shall bind Debtor and his
successors, heirs and permitted assigns, and the benefits hereof shall inure to the benefit of Creditor
and his successors, heirs and permitted assigns; orovided, however, that neither Creditor nor Debtor
may assign this Note in whole or in part without the other party's prior written consent.
6.5 Governin¢ Law. This Note has been delivered to and accepted by Creditor
and will be deemed to be made in the Commonwealth of Pennsylvania. This Note will be interpreted
and the rights and liabilities of Debtor and Creditor determined in accordance with the laws of the
Commonwealth of Pennsylvania, excluding its conflicts of laws rules.
6.6 Venue. Debtor hereby irrevocably consents to the exclusive jurisdiction of
the Court of Common Pleas of Cumberland County, Pennsylvania; provided that nothing contained
in this Note will prevent Creditor from bringing any action, enforcing any award or judgment or
exercising any rights against Debtor, against any security or against any property of Debtor within
any other county, state or other foreign or domestic jurisdiction. Debtor acknowledges and agrees
that the venue provided above is the most convenient forum for both Debtor and Creditor. Debtor
waives any objection to venue and any objection based on a more convenient forum in any action
instituted under this Note.
6.7 No Presumption. Debtor and Creditor have participatedjointly in the
negotiation and drafting of this Note and, in the event an ambiguity or question of intent or
interpretation arises, this Note shall be construed as jointly drafted by Debtor and Creditor and no
presumption or burden of proof shall arise favoring or disfavoring either party by virtue of the
authorship of any provision of this Note.
7. Waiver of Jurv Trial. Debtor irrevocably waives any and all rights Debtor may have
to a trial by jury in any action, proceeding or claim of any nature relating to this Note, any documents
executed in connection with this Note or any transaction contemplated in any of such documents.
Debtor acknowledges that the foregoing waiver is knowing and voluntary.
[SIGNATURE APPEARS ON FOLLOWING PAGE]
WITNESS the due execution of this Note as of the date first written above, with the intent to
be legally bound hereby.
WITNESS:
DEBTOR:
Adam Lohr
Signature Page to Promissory Note
Printable Amortization Schedule
http://www.myam orti zationchart.com/display/printable-amortization...
Loan Summa Payment Summary
Principal: $147490 Number of
o Payments: 16C
Interest Rate: 5 /o
Loan Term: 15 years Monthly Payment: $1,166.34
Total Principal Paid: $147,490.00
Total Interest Paid: $62,451.47
Total Paid: $209,941.47
Monthv Amortization Schedule
Payment
1 Amount
$1,166.34 Principal
$551.80 Interest
$614.54 Balanc
$146,938.20
2 $1,166.34 $554.10 $612.24 $146,384.10
3 $1,166.34 $556.41 $609.93 $145,827.69
4 $1,166.34 $558.73 $607.62 $145,268.97
5 $1,166.34 $561.05 $605.29 $144,707.91
6 $1,166.34 $563.39 $602.95 $144,144.52
7 $1,166.34 $565.74 $600.60 $143,578.78
8 $1,166.34 $568.10 $598.24 $143,010.69
9 $1,166.34 $570.46 $595.88 $142,440.22
10 $1,166.34 $572.84 $593.50 $141,867.38
11 $1,166.34 $575.23 $591.11 $141,292.15
12 $1,166.34 $577.62 $588.72 $140,714.53
13 $1,166.34 $580.03 $586.31 $140,134.50
14 $1,166.34 $582.45 $583.89 $139,552.05
15 $1,166.34 $584.87 $581.47 $138,967.18
16 $1,166.34 $587.31 $579.03 $138,379.86
17 $1,166.34 $589.76 $576.58 $137,790.11
18 $1,166.34 $592.22 $574.13 $137,197.89
19 $1,166.34 $594.68 $571.66 $136,603.21
20 $1,166.34 $597.16 $569.18 $136,006.04
21 $1,166.34 $599.85 $566.69 $135,406.39
22 $1,166.34 $602.15 $564.19 $134,804.25
23 $1,166.34 $604.66 $561.68 $134,199.59
24 $1,166.34 $607.18 $559.16 $133,592.41
25 $1,166.34 $609.71 $556.64 $132,982.71
26 $1,166.34 $612.25 $554.09 $132,370.46
27 $1,166.34 $614.80 $551.54 $131,755.66
28 $1,166.34 $617.36 $548.98 $131,138.30
29 $1,166.34 $619.93 $546.41 $130,518.37
1 of 5 12/7/2012 12:19 PM
Printable Amortization Schedule
http://www.myamorti ~ationchart. com/display/printable-amortization...
30 $1,166.34 $622.51 $543.83 $129,895.85
31 $1,166.34 $625.11 $541.23 $129,270.75
32 $1,166.34 $627.71 $538.63 $128,643.03
33 $1,166.34 $630.33 $536.01 $128,012.70
34 $1,166.34 $632.96 $533.39 $127,379.75
35 $1,166.34 $635.59 $530.75 $126,744.16
36 $1,166.34 $638.24 $528.10 $126,105.92
37 $1,166.34 $640.90 $525.44 $125,465.01
38 $1,166.34 $643.57 $522.77 $124,821.44
39 $1,166.34 $646.25 $520.09 $124,175,19
40 $1,166.34 $648.94 $517.40 $123,526.25
41 $1,166.34 $651.65 $514.69 $122,874.60
42 $1,166.34 $654.36 $511.98 $122,220.23
43 $1,166.34 $657.09 $509.25 $121,563.14
44 $1,166.34 $659.83 $506.51 $120,903.32
45 $1,166.34 $662.58 $503.76 $120,240.74
46 $1,166,34 $665.34 $501.00 $119,575.40
47 $1,166.34 $668.11 $498.23 $118,907.29
48 $1,166.34 $670.89 $495.45 $118,236.39
49 $1,166.34 $673.69 $492.65 $117,562.70
50 $1,166.34 $676.50 $489.84 $116,886.21
51 $1,166.34 $679.32 $487.03 $116,206.89
52 $1,166.34 $682.15 $484.20 $115,524.75
53 $1,166.34 $684.99 $481.35 $114,839.76
54 $1,166.34 $687.64 $478.50 $114,151.91
55 $1,166.34 $690.71 $475.63 $113,461.21
56 $1,166.34 $693.59 $472.76 $112,767.62
57 $1,166.34 $696.48 $469.87 $112,071.14
58 $1,166.34 $699.38 $466.96 $111,371.76
59 $1,166.34 $702.29 $464.05 $110,669.47
60 $1,166.34 $705.22 $461.12 $109,964.25
61 $1,166.34 $708.16 $458.18 $109,256.10
62 $1,166.34 $711.11 $455.23 $108,544.99
63 $1,166.34 $714.07 $452.27 $107,830.92
64 $1,166.34 $717.05 $449.30 $107,113.87
65 $1,166.34 $720.03 $446.31 $106,393.84
66 $1,166.34 $723.03 $443.31 $105,670.80
67 $1,166.34 $726.05 $440.30 $104,944.76
2 of 5 - 12/72012 12:19 PM
Printable Amortisation Schedule
http://www.myamortizationchart.com/display/pri ntable-amortization...
68 $1,166.34 $729.07 $437.27 $104,215.69
69 $1,166.34 $732.11 $434.23 $103,483.56
70 $1,166.34 $735.16 $431.18 $102,748.42
71 $1,166.34 $738.22 $428.12 $102,010.19
72 $1,166.34 $741.30 $425.04 $101,268.89
73 $1,166.34 $744.39 $421.95 $100,524.51
74 $1,166.34 $747.49 $418.85 $99,777.02
75 $1,166.34 $750.60 $415.74 $99,026.41
76 $1,166.34 $753.73 $412.61 $98,272.68
77 $1,166.34 $756.87 $409.47 $97,515.81
78 $1,166.34 $760.03 $406.32 $96,755.78
79 $1,166.34 $763.19 $403.15 $95,992.59
80 $1,166.34 $766.37 $399.97 $95,226.22
81 $1,166.34 $769.57 $396.78 $94,456.65
82 $1,166.34 $772.77 $393.57 $93,683.88
83 $1,166.34 $775.99 $390.35 $92,907.89
84 $1,166.34 $779.23 $387.12 $92,128.66
85 $1,166.34 $782.47 $383.87 $91,346.19
86 $1,166.34 $785.73 $380.61 $90,560.46
87 $1,166.34 $789.01 $377.34 $89,771.45
88 $1,166.34 $792.29 $374.05 $88,979.16
89 $1,166.34 $795.60 $370.75 $88,183.56
90 $1,166.34 $798.91 $367.43 $87,384.65
91 $1,166.34 $802.24 $364.10 $86,582.42
92 $1,166.34 $805.58 $360.76 $85,776.83
93 $1,166.34 $808.94 $357.40 $84,967.90
94 $1,166.34 $812.31 $354.03 $84,155.59
95 $1,166.34 $815.69 $350.65 $83,339.89
96 $1,166.34 $819.09 $347.25 $82,520.80
97 $1,166.34 $822.50 $343.84 $81,698.30
98 $1,166.34 $825.93 $340.41 $80,872.37
99 $1,166.34 $829.37 $336.97 $80,042.99
100 $1,166.34 $832.83 $333.51 $79,210.16
101 $1,166.34 $836.30 $330.04 $78,373.86
102 $1,166.34 $839.78 $326.58 $77,534.08
103 $1,166.34 $843.28 $323.06 $76,690.80
104 $1,166.34 $846.80 $319.54 $75,844.00
105 $1,166.34 $850.32 $316.02 $74,993.68
3 of 5 12/7/20 ] 2 12:19 PM
Printable Amortization Schedule
http: //www, myamortiza[i on chart.com/display/printable-amortization...
106 $1,166.34 $853.87 $312.47 $74,139.81
107 $1,166.34 $857.43 $308.92 $73,282.38
108 $1,166.34 $861.00 $305.34 $72,421.38
109 $1,166.34 $864.59 $301.76 $71,556.80
110 $1,166.34 $868.19 $298.15 $70,688.61
111 $1,166.34 $871.81 $294.54 $69,816.80
112 $1,166.34 $875.44 $290.90 $68,941.37
113 $1,166.34 $879.09 $287.26 $68,062.28
114 $1,166.34 $882.75 $283.59 $67,179.53
115 $1,166.34 $886.43 $279.91 $66,293.11
116 $1,166.34 $890.12 $276.22 $65,402.99
117 $1,166.34 $893.83 $272.51 $64,509.16
118 $1,166.34 $897.55 $268.79 $63,611.60
119 $1,166.34 $901.29 $265.05 $62,710.31
120 $1,166.34 $905.05 $261.29 $61,805.26
121 $1,166.34 $908.82 $257.52 $60,898.44
122 $1,166.34 $912.61 $253.74 $59,983.84
123 $1,166.34 $916.41 $249.93 $59,067.43
124 $1,166.34 $920.23 $246.11 $58,147.20
125 $1,166.34 $924.06 $242.28 $57,223.14
126 $1,166.34 $927.91 $238.43 $56,295.23
127 $1,166.34 $931.78 $234.56 $55,363.45
128 $1,166.34 $935.66 $230.68 $54,427.79
129 $1,166.34 $939.56 $226.78 $53,488.23
130 $1,166.34 $943.47 $222.87 $52,544.75
131 $1,166.34 $947.41 $218.94 $51,597.35
132 $1,166.34 $951.35 $214.99 $50,646.00
133 $1,166,34 $955.32 $211.02 $49,690.68
134 $1,166.34 $959.30 $207.04 $48,731.38
135 $1,166.34 $963.29 $203.05 $47,768.09
136 $1,166.34 $967.31 $199.03 $46,800.78
137 $1,166.34 $971.34 $195.00 $45,829.44
138 $1,166.34 $975.39 $190.96 $44,854.06
139 $1,166.34 $979.45 $786.89 $43,874.61
140 $1,166.34 $983.53 $182.81 $42,891.08
141 $1,166.34 $987.63 $178.71 $41,903.45
142 $1,166.34 $991.74 $174.60 $40,911.70
143 $1,166.34 $995.88 $170.47 $39,915.83
4 of 5 12/7/2012 12:19 PM
Printable Amortization Schedule
h ttp://www.myamortizationchart.com/display/printable-amortization...
144 $1,166.34 $1,000.03 $166.32 $38,915.80
145 $1,166.34 $1,004.19 $162.15 $37,911.61
146 $1,166.34 $1,008.38 $157.97 $36,903.23
147 $1,166.34 $1,012.58 $153.76 $35,890.66
148 $1,166.34 $1,016.80 $149.54 $34,873.86
149 $1,166.34 $1,021.03 $145.31 $33,852.82
150 $1,166.34 $1,025.29 $141.05 $32,827.54
151 $1,166.34 $1,029.56 $136.78 $31,797.98
152 $1,168.34 $1,033.85 $132.49 $30,764.13
153 $1,166.34 $1,038.16 $128.18 $29,725.97
154 $1,166.34 $1,042.48 $123.86 $28,683.49
155 $1,166.34 $1,046.83 $119.51 $27,636.66
156 $1,166.34 $1,051.19 $115.15 $26,585.47
157 $1,166.34 $1,055.57 $110.77 $25,529.90
158 $1,166.34 $1,059.97 $106.37 $24,469.93
159 $1,166.34 $1,064.38 $101.96 $23,405.55
160 $1,166.34 $1,068.82 $97.52 $22,336.73
161 $1,166.34 $1,073.27 $93.07 $21,263.46
162 $1,166.34 $1,077.74 $88.60 $20,185,72
163 $1,166.34 $1,082.23 $84.11 $19,103.48
164 $1,166.34 $1,086.74 $79.60 $18,016.74
165 $1,166.34 $1,091.27 $75.07 $16,925.47
166 $1,166.34 $1,095.82 $70.52 $15,829.65
167 $1,166.34 $1,100.38 $65.96 $14,729.26
166 $1,166.34 $1,104.97 $61.37 $13,624.29
169 $1,166.34 $1,109.57 $56.77 $12,514.72
170 $1,168.34 $1,114.20 $52.14 $11,400.52
171 $1,166.34 $1,118.84 $47.50 $10,281.68
172 $1,166.34 $1,123.50 $42.84 $9,158.18
173 $1,166.34 $1,128.18 $38.16 $8,030.00
174 $1,166.34 $1,132.88 $33.46 $6,897.12
175 $1,166.34 $1,137.60 $28.74 $5,759.51
176 $1,166.34 $1,142.34 $24.00 $4,617.17
177 $1,166.34 $1,147.10 $19.24 $3,470.07
178 $1,166.34 $1,151.88 $14.46 $2,318.18
179 $1,166.34 $1,156.68 $9.68 $1,161.50
180 $1,166.34 $1,161.50 $4.84 $0.00
Totals $209,941,47 $147,490.00 $62,451.47
5 of 5 12/7/2012 12:19 PM
PROMISSORY NOTE
$147,490.00
December 31, 2012
FOR VALUE RECEIVED, TODD SHELLY, an adult individual residing at 412 Prowell
Drive Camp Hill, PA 17011 ("Debtor"), hereby promises to pay to THOMAS G. LIDDICK, SR., an
adult individual residing at 49 Longwood Drive, Mechanicsburg, PA 17050 ("Creditor"), the
principal amount of $147,490.00 (the "Principal Amount") in lawful money of the United States of
America, together with interest on the outstanding balance of the Principal Amount which shall
commence to accrue on the date hereof, pursuant to the terms and conditions of this Promissory Note
(this "Note"). This Note is being delivered pursuant to and in accordance with Section 1.4(c) of that
certain Stock Purchase Agreement by and among, Debtor as seller, Creditor as buyer, and other
parties (the "Stock Purchase Agreement"). Capitalized terms used in this Note which are not
otherwise defined shall have the respective meanings assigned to them in the Stock Purchase
Agreement.
1. Interest Rate. Commencing on the date hereof and continuing through and
including the Maturity Date (as defined below), the outstanding balance of the Principal Amount
shall bear interest at a fixed rate of 5.0% per annum.
2. Payments of Principal and Interest.
2.1 Principal and Interest Period. Beginning on January 31, 2013 and continuing
on the last day of each month thereafter throughout the term of this Note, Debtor shall pay Creditor
the sum of $1,166.34, in arrears, being an amount sufficient to fully amortize the Principal Amount,
together with interest thereon, over a period of I S years, in accordance with the Amortization
Schedule attached hereto as Exhibit A.
2.2 Maturity Date. Notwithstanding the foregoing or anything to the contrary set
forth in this Note, the Principal Amount, together with all accrued but unpaid interest thereon, shall
be immediately due and payable, without notice, demand or presentment, on December 31, 2026 (the
"Maturity Date").
2.3 Prepayments. The indebtedness evidenced by this Note may be prepaid in
whole or in part at any time, and from time to time, without penalty or premium. Each such
prepayment shall first be applied against accrued but unpaid interest and second against principal.
3. Eveuts of Default. The occurrence of any of the following events shall constitute an
event of default (each individually, an "Event of Default"):
3.1 The failure by Debtor to make any payment hereunder within twenty (20)
days of its due date;
3.2 The filing by or against Debtor, Productions or Management of any
proceeding in bankruptcy, receivership, insolvency, reorganization, liquidation, conservatorship or
similar proceeding (and, in the case of any such proceeding instituted against Debtor, Productions or
Management, such proceeding is not dismissed or stayed within one hundred twenty (120) days of
the commencement thereof);
33 A default with respect to any other indebtedness of Debtor, Productions or
Management for borrowed money in excess of $100,000.00;
3.4 the occurrence of an "Event of Default" with respect to (a) a certain
Promissory Note of even date herewith in the original principal amount of $147,490.00, by Adam
Lohr as debtor in favor of Creditor, or (b) a certain Promissory Note of even date herewith in the
original principal amount of $5,020.00, by Gwen Shelly as debtor in favor of Creditor;
3.5 The entry of a final judgment against Debtor, Productions or Management in
excess of $100,000.00 and the failure of Debtor, Productions or Management to discharge the
judgment or otherwise bond off any judgment lien resulting therefrom within one hundred twenty
(120) days of the entry thereof;
3.6 Productions ceases doing business as a going concern; and
3.7 The failure by Productions to make any payment when due pursuant to a
certain Consulting Agreement of even date herewith, by and between Creditor and Productions.
4. .Remedies. Upon the occurrence of any Event of Default, Creditor, at Creditor's
option, may declare the entire remaining unpaid Principal Amount, together with all accrued but
unpaid interest thereon, to be due and payable without notice, demand or presentment, and exercise
all other rights and remedies Creditor may have at law or in equity. The remedies provided for in
this Note shall be cumulative and concurrent and may be pursued singly, successively or together
against Debtor at the sole discretion of Creditor, and such remedies shall not be exhausted by any
exercise thereof.
5. Power to Confess JudPment. Debtor hereby empowers any attorney of any
court of record, after the occurrence and during the continuance of an Event of Default, to
appear for Debtor and, with or without complaint filed, confess judgment, or a series of
judgments, against Debtor in favor of Creditor or any holder hereof for the entire outstanding
Principal Amount, together with accrued but unpaid interest thereon, costs of suit and an
attorneys' commission of $5,000.00 added as a reasonable attorneys' fee, and for doing so, this
Note or a copy verified by affidavit shall be a sufficient warrant. Debtor hereby forever waives
and releases all errors in said proceedings and all rights of appeal and all relief from any and
all appraisement, stay or exemption laws of any jurisdiction now in force or hereafter enacted.
Interest on the principal balance of the judgment shall accrue at a per annum rate of 10.0%.
No single exercise of the foregoing power to confess judgment, or a series of
judgments, shall be deemed to ezhaust the power, whether or not any such exercise shall be
held by any court to be invalid, voidable, or void, but the power shall continue undiminished
and it may be exercised from time to time as often as Creditor shall elect until such time as
Creditor shall have received payment in full of the debt, interest and costs. Notwithstanding
the attorneys' commission provided for in the preceding paragraph (which is included in the
warrant for purposes of establishing a sum certain), the amount of attorneys' fees that Creditor
may recover from Debtor shall not exceed the actual attorneys' fees incurred by Creditor.
6. General Contract Provisions.
6.1 Notices. All notices, demands, requests, consents, approvals and other
communications required or permitted hereunder must be in writing and will be effective upon
receipt. Such notices and other communications may be hand-delivered, sent by facsimile
transmission with confirmation of delivery and a copy sent by first-class mail, or sent by nationally
recognized overnight courier service, to the addresses for Creditor and Debtor set forth above or to
such other address as either may give to the other in writing for such purpose.
6.2 Amendments. No modification, amendment or waiver of any provision of
this Note or consent to any departure by Debtor therefrom wi II be effective unless made in a writing
signed by both Debtor and Creditor.
6.3 Severability. If any provision of this Note is found to be invalid by a court of
law, all the other provisions of this Note will remain in full force and effect.
6.4 Successors. Heirs and Assiens. This Note shall bind Debtor and his
successors, heirs and permitted assigns, and the benefits hereof shall inure to the benefit of Creditor
and his successors, heirs and permitted assigns; orovided, however, that neither Creditor nor Debtor
may assign this Note in whole or in part without the other party's prior written consent.
6.5 Governing Law. This Note has been delivered to and accepted by Creditor
and will be deemed to be made in the Commonwealth of Pennsylvania. This Note will be interpreted
and the rights and liabilities of Debtor and Creditor determined in accordance with the laws of the
Commonwealth of Pennsylvania, excluding its conflicts of laws rules.
6.6 Venue. Debtor hereby irrevocably consents to the exclusive jurisdiction of
the Court of Common Pleas of Cumberland County, Pennsylvania; provided that nothing contained
in this Note will prevent Creditor from bringing any action, enforcing any award or judgment or
exercising any rights against Debtor, against any security or against any property of Debtor within
any other county, state or other foreign or domestic jurisdiction. Debtor acknowledges and agrees
that the venue provided above is the most convenient forum for both Debtor and Creditor. Debtor
waives any objection to venue and any objection based on a more convenient forum in any action
instituted under this Note.
6.7 No Presumption. Debtor and Creditor have participated jointly in the
negotiation and drafting of this Note and, in the event an ambiguity or question of intent or
interpretation arises, this Note shall be construed as jointly drafted by Debtor and Creditor and no
presumption or burden of proof shall arise favoring or disfavoring either party by virtue of the
authorship of any provision of this Note.
7. Waiver of Jurv Trial. Debtor irrevocably waives any and all rights Debtor may have
to a trial by jury in any action, proceeding or claim of any nature relating to this-Note, any documents
executed in connection with this Note or any transaction contemplated in any of such documents.
Debtor acknowledges that the foregoing waiver is knowing and voluntary.
[SIGNATURE APPEARS ON FOLLOWING PAGE]
4
WITNESS the due execution of this Note as of the date first written above, with the intent to
be legally bound hereby.
WITNESS:
DEBTOR:
Todd Shelly
Signature Page to Promissory Note
Printable Amortization Schedule http://www.myamortiza[ionchart.com/display/printable-amortization...
Loan Summa Pa ment Summa
Principal: $147490 Number of 180
Interest Rate: 5°~u Payments:
Loan Term: 15 years Monthly Payment: $1,166.34
Total Principal Paid: $147,490.00
Total Interest Paid: $62,451.47
Total Pald: $209,941.47
Mouthy Amortization Schedule
Payment
1 Amount
$1,166.34 Principal
$551.80 Interest
$614.54 Balanc
$146,938.20
2 $1,166.34 $554 .10 $612. 24 $146,364.10
3 $1,166.34 $556 .41 $609. 93 $145,827 .69
4 $1,166.34 $558 .73 .$607. 62 $145,268 .97
5 $1,166.34 $561 .05 $605. 29 $144,707 .91
6 $1,166.34 $563 .39 $602. 95 $144,144.52
7 $1,166.34 $565. 74 $600. 60 $143,578 .78
8 $1,166.34 $568 .10 $598. 24 $143,010 .69
9 $1,166.34 $570 .46 $595. 88 $142,440 .22
10 $1,166.34 $572 .84 $593. 50 $141,867 .38
11 $1,166.34 $575 .23 $591 .11 $141,292 .15
12 $1,166.34 $577. 62 $588. 72 $140,714 .53
13 $1,166.34 $560. 03 $586. 31 $140,134 .50
14 $1,166.34 $582. 45 $583. 89 $139,552 .05
15 $1,166.34 $584.87 $581. 47 $138,967.18
16 $1,166.34 $587. 31 $579. 03 $138,379 .86
17 $1,166.34 $589. 76 $576. 58 $137,790.11
18 $1,166.34 $592. 22 $574. 13 $137,197 .89
19 $1,166.34 $594. 68 $571. 66 $136,603 .21
20 $1,166.34 $597 .16 $569. 18 $138,006 .04
21 $1,166.34 $599. 65 $566. 69 $135,408 .39
22 $1,166.34 $602. 15 $564. 19 $134,804 .25
23 $1,166.34 $604. 66 $561. 68 $134,199. 59
24 $1,166.34 $607. 18 $559. 16 $133,592. 41
25 $1,166.34 $609. 71 $556. 64 $132,982. 71
26 $1,166.34 $612. 25 $554. 09 $132,370. 46
27 $1,166.34 $614, 80 $551. 54 $131,755. 66
28 $1,166.34 $617. 36 $548. 98 $131,138. 30
29 $1,166.34 $619. 93 $546. 41 $130,518. 37
1 of 5 12/7/2012 12:19 PM
Printable Amortization Schedule
http: //www.myam ortizationchart.com/display/printable-amortization...
30 $1,166.34 $622 .51 $543 .83 $129,895 .85
31 $1,166.34 $625.11 $541 .23 $129,270 .75
32 $1,166.34 $627 .71 $538 .63 $128,643 .03
33 $1,166.34 $630 .33 $536 .01 $128,012 .70
34 $1,166.34 $632 .96 $533 .39 $127,379 .75
35 $1,166.34 $635 .59 $530 .75 $126,744.16
36 $1,166.34 $638 .24 $528 .10 $126,105 .92
37 $1,166.34 $640 .90 $525.44 $125,465 .01
38 $1,166.34 $643 .57 $522 .77 $124,821 .44
39 $1,166.34 $646. 25 $520 .09 $124,175.19
40 $1,166.34 $646 .94 $517 .40 $123,526 .25
41 $1,166.34 $651. 65 $514 .69 $122,874 .60
42 $1,166.34 $654 .36 $511 .98 $122,220 .23
43 $1,166.34 $657 .09 $509 .25 $121,563 .14
44 $1,166.34 $659 .83 $506 .51 $120,903 .32
45 $1,166.34 $662 .58 $503 .76 $120,240 .74
46 $1,166.34 $665 .34 $501 .00 $119,575 .40
47 $1,166.34 $668.11 $496 .23 $118,907 .29
48 $1,166.34 $670 .89 $495 .45 $118,236 .39
49 $1,166.34 $673 .69 $492 .65 $117,562 .70
50 $1,166.34 $676 .50 $489 .84 $116,886 .21
51 $1,166.34 $679 .32 $487 .03 $116,206 .89
52 $1,166.34 $682 .15 $484 .20 $115,524 .75
53 $1,166.34 $684 .99 $481 .35 $114,839 .76
54 $1,166.34 $687 .84 $478 .50 $114,151 .91
55 $1,166.34 $690 .71 $475 .63 $113,461 .21
56 $1,166.34 $693 .59 $472.76 $112,767 .62
57 $1,166.34 $696 .48 $469 .67 $112,071 .14
58 $1,166.34 $699 .38 $466 .96 $111,371 .76
59 $1,166.34 $702 .29 $464.05 $110,669 .47
60 $1,166.34 $705 .22 $461 .12 $109,964 .25
61 $1,166.34 $708 .16 $458 .18 $109,256 .10
62 $1,166.34 $711 .11 $455 .23 $108,544 .99
63 $1,166.34 $714 .07 $452 .27 $107,830 .92
64 $1,166.34 $717 .05 $449 .30 $107,113 .87
65 $1,166.34 $720 .03 $446 .31 $106,393 .84
66 $1,166.34 $723. 03 $443 .31 $105,670 .80
67 $1,166.34 $726. 05 $440 .30 $104,944 .76
2 of 5 12/7/2012 12:19 PM
Printable Amortization Schedule
http://www.myamortizationchart.com/display/printable-amortization...
68 $1,166.34 $729 .07 $437 .27 $104,215 .69
69 $1,166.34 $732 .11 $434.23 $103,483.58
70 $1,166.34 $735 .16 $431 .18 $102,748 .42
71 $1,166.34 $738 .22 $428 .12 $102,010 .19'
72 $1,166.34 $741 .30 $425. 04 $101,268 .89
73 $1,166.34 $744 .39 $421. 95 $100,524 .51
74 $1,166.34 $747 .49 $418. 85 $99,777 .02
75 $1,166.34 $750 .60 $415 .74 $99,026.41
76 $1,166.34 $753 .73 $412. 61 $98,272 .68
77 $1,166.34 $756 .87 $409. 47 $97,515 .81
78 $1,166.34 $760 .03 $406. 32 $96,755 .78
79 $1,166.34 $763 .19 $403. 15 $95,992 .59
80 $1,166.34 $766 .37 $399. 97 $95,226 .22
81 $1,166.34 $769 .57 $396. 78 $94,456 .65
82 $1,166.34 $772 .77 $393. 57 $93,683 .88
83 $1,166.34 $775 .99 $390. 35 $92,907 .89
84 $1,166.34 $779 .23 $387. 12 $92,128 .66
85 $1,166.34 $782 .47 $383.67 $91,346 .19
86 $1,166.34 $785 .73 $380. 61 $90,560 .46
87 $1,166.34 $789 .01 $377 .34 $89,771 .45
88 $1,166.34 $792 .29 $374. 05 $88,979 .16
89 $1,166.34 $795 .60 $370. 75 $88,183 .56
90 $1,166.34 $798 .91 $367. 43 $87,384 .65
91 $1,166.34 $802 .24 $364.10 $86,582 .42
92 $1,166.34 $805 .58 $360. 76 $85,776 .83
93 $1,166.34 $808 .94 $357. 40 $84,967 .90
94 $1,166.34 $812 .31 $354. 03 $84,155 .59
95 $1,166.34 $815 .69 $350. 65 $83,339 .89
96 $1,166.34 $819 .09 $347. 25 $82,520 .80
97 $1,166.34 $822. 50 $343. 84 $81,698 .30
98 $1,166.34 $825 .93 $340. 41 $80,872 .37
99 $1,166.34 $829. 37 $336. 97 $80,042. 99
100 $1,166.34 $832. 83 $333. 51 $79,210 .16
101 $1,166.34 $836. 30 $330. 04 $78,373. 86
102 $1,166.34 $839. 78 $326. 56 $77,534 .08
103 $1,166.34 $843. 28 $323. 06 $76,690. 80
104 $1,166.34 $846. 80 $319.54 $75,844 .00
105 $1,166.34 $850. 32 $316. 02 $74,993. 68
3 of 5 12/72012 12: I9 PM
Printable Amortization Schedule
http://www.myamortiza6onchart.com/display/printable-amortization...
106 $1,166 .34 $853 .87 $312.47 $74,139 .81
107 $1,166 .34 $857 .43 $308. 92 $73,282 .38
108 $1,166.34 $861. 00 $305. 34 $72,421. 38
109 $1,166 .34 $864 .59 $301. 76 $71,556 .80
110 $1,166. 34 $868. 19 $298. 15 $70,688. 61
111 $1,166. 34 $871. 81 $294.54 $69,816. 80
112 $1,166 .34 $875. 44 $290. 90 $68,941. 37
113 $1,166.34 $879. 09 $287. 26 $68,062. 28
114 $1,166 .34 $882. 75 $283. 59 $67,179. 53
115 $1,166.34 $886. 43 $279. 91 $66,293 .11
116 $1,166 .34 $890. 12 $276. 22 $65,402. 99
117 $1,166. 34 $893. 83 $272. 51 $64,509. 16
118 $1,166 .34 $897. 55 $268. 79 $63,611. 60
119 $1,166. 34 $901. 29 $265. 05 $62,710. 31
120 $1,166 .34 $905. 05 $261. 29 $61,805. 26
121 $1,166 .34 $908. 82 $257. 52 $60,896. 44
122 $1,166,34 $912. 61 $253. 74 $59,963.84
123 $1,166 .34 $916. 41 $249. 93 $59,067. 43
124 $1,166 .34 $920. 23 $246. 11 $58,147. 20
125 $1,166 .34 $924 .06 $242. 28 $57,223. 14
126 $1,166.34 $927. 91 $238. 43 $56,295. 23
127 $1,166. 34 $931. 78 $234. 56 $55,363.45
128 $1,166. 34 $935. 66 $230. 68 $54,427. 79
129 $1,166 .34 $939. 56 $226. 78 $53,488. 23
130 $1,166 .34 $943. 47 $222. 87 $52,544. 75
131 $1,166 .34 $947. 41 $218. 94 $51,597. 35
132 $1,166 .34 $951 .35 $214. 99 $50,646. 00
133 $1,166. 34 $955. 32 $211. 02 $49,690. 68
134 $1,166. 34 $959. 30 $207. 04 $48,731. 38
135 $1,166. 34 $963. 29 $203. 05 $47,768. 09
136 $1,166. 34 $967. 31 $199. 03 $46,800. 78
137 $1,166. 34 $971. 34 $195. 00 $45,829. 44
136 $1,166. 34 $975. 39 $190. 96 $44,854. 06
139 $1,166. 34 $979.45 $186. 89 $43,874. 61
140 $1,166. 34 $983. 53 $182. 81 $42,891. 08
141 $1,166. 34 $987. 63 $178. 71 $41,903. 45
142 $1,166. 34 $991. 74 $174. 60 $40,911. 70
143 $1,166. 34 $995. 88 $170.47 $39,915. 83
4 of 5 12/7/2012 12:19 PM
Printable Amortization Schedule
http: //www.myamoRiiationchart.com/display/printable-am or[ization...
144 $1,166.34 $1,000.03 $166.32 $38,915.80
145 $1,166.34 $1,004.19 $162.15 $37,911.61
146 $1,166.34 $1,008.38 $157.97 $36,903.23
147 $1,166.34 $1,012.58 $153.76 $35,890.66
148 $1,166.34 $1;016.80 $149.54 $34,873.86
149 $1,166.34 $1,021.03 $145.31 $33,652.82
150 $1,166.34 $1,025.29 $141.05 $32,827.54
151 $1,166.34 $1,029.56 $136.78 $31,797.98
152 $1,166.34 $1,033.85 $132.49 $30,764.13
153 $1,166.34 $1,038.16 $128.18 $29,725.97
154 $1,166.34 $1,042.48 $123.86 $28,683.49
155 $1,166.34 $1,048.83 $119.51 $27,636.66
156 $1,166.34 $1,051.19 $115.15 $26,585.47
157 $1,166.34 $1,055.57 $110.77 $25,529.90
158 $1,166.34 $1,059.97 $106.37 $24,469.93
159 $1,166.34 $1,064.38 $101.96 $23,405.55
160 $1,166.34 $1,068.82 $97.52 $22,336.73
161 $1,166.34 $1,073.27 $93.07 $21,263.46
162 $1,166.34 $1,077.74 $88.60 $20,185.72
163 $1,166.34 $1,082.23 $84.11 $19,103.48
164 $1,166.34 $1,086.74 $79.60 $18,016.74
165 $1,166.34 $1,091.27 $75.07 $16,925.47
166 $1,166.34 $1,095.82 $70.52 $15,829.65
167 $1,166.34 $1,100.38 $65.96 $14,729.26
168 $1,166.34 $1,104.97 $61.37 $13,624.29
169 $1,166.34 $1,109.57 $56.77 $12,514.72
170 $1,166.34 $1,114.20 $52.14 $11,400.52
171 $1,166.34 $1,118.84 $47.50 $10,281.68
172 $1,166.34 $1,123.50 $42.84 $9,158.18
173 $1,166.34 $1,128.18 $38.16 $8,030.00
174 $1,166.34 $1,132.88 $33.46 $6,897.12
175 $1,166.34 $1,137.60 $28.74 $5,759.51
176 $1,166.34 $1,142.34 $24.00 $4,617.17
177 $1,166.34 $1,147.10 $19.24 $3,470.07
178 $1,166.34 $1,151.88 $14.46 $2,318.18
179 $1,166.34 $1,156.68 $9.66 $1,161.50
180 $1,166.34 $1,161.50 $4.84 $0.00
_
Totals _.
$209,941.47 _.
$147,490.00
$62,451.47
5 of 5 12/7/2072 12:19 PM
CONSULTING AGREEMENT
This CONSULTING AGREEMENT (this "Agreement") is entered into on December 31,
2012, by and among BARKLEIGH PRODUCTIONS, INC., a Pennsylvania corporation
("Productions"), BARKLEIGH MANAGEMENT GROUP, INC., a Pennsylvania corporation
("Management"), and THOMAS G. LIDDICK ("Contractor"). Productions and Management shall
each be referred to herein as a "Company" and together as the "Companies".
Background
A. Pursuant to a certain Stock Purchase Agreement dated December 6, 2012, by and
among the Companies, Contractor and others (the "Purchase Agreement"), Contractor sold and
disposed of his entire equity interest in each of the Companies.
B. The Companies desires to engage Contractor to provide consulting and post-closing
transition services on an as-needed basis, and Contractor desires to accept such engagement with the
Companies.
C. Contractor is the account holder of a certain Citi Gold A*Advantage World
MasterCard, account number ending in 4334 (the "Credit Card"). The Companies further desires to
compensate Contractor for his agreement to continue allowing the Companies to use the Credit Card
for their own business purposes.
Agreement
In consideration of the foregoing background, which is hereby incorporated by reference, and
for other good and valuable consideration, the receipt and sufficiency ofwhich is hereby
acknowledged, and intending to be legally bound, the Company and Contractor each agree as
follows:
1. Effective Date. This Agreement shall be effective as of 12:01 am on January 1, 2013
(the "Effective Date").
2. Term. Subject to the terms and conditions of Section 6 below, the term of this
Agreement shall commence on the Effective Date and shall continue for a period of fifteen years
thereafter (the "Term").
3. Scoce of Services.
3.1 Consulting Services. Each Company hereby engages Contractor (a) to
provide such Company with consulting and post-closing transition services on an as-needed basis,
and (b) to perform such other duties and tasks, and undertake such responsibilities in furtherance
therewith (collectively, the `services"). The Contractor hereby accepts such engagement. Specific
assignments of Contractor shall be coordinated through [he President of such Company.
3.2 Use of Credit Card. Throughout the Tenn: (a) Consultant shall continue to
allow the Companies to charge items to the Credit Card in accordance with the past practices; (b)
Consultant shall take no action nor make any attempt to terminate the Credit Card, reduce [he credit
limit of the Credit Card or change the registered address for the Credit Card; (c) Consultant shall not
make any personal charges to the Credit Card. Throughout the Term, the Companies shall be
responsible for making payment for all items charged to the Credit Card by the Companies; provided,
however, that the Companies shall have no obligation whatsoever for items which were not charged
to the Credit Card by the Company. The Companies (and not Contractor) shall be entitled to redeem
and use any airline miles which accrue under the Credit Card during the Term.
4. Relationship of the Parties.
4.1 lndeoendent Contractor. Contractor is an independent contractor of each
Company, and not an employee, servant, agent or representative. Each Company, on the one hand,
and Contractor, on the other hand, shall at all times be independent parties. Neither party is an
employee, joint venturer, franchisee or agent of the other, and neither party is authorized to assume
or create any obligations or liabilities, express or implied, on behalf of or in the name of the other.
Neither Company will exercise detailed control or discretion over the Services to be performed or the
manner and method in which they are performed. Contractor acknowledges that there will be no on-
the-job training, direct day-to-day supervision or regular meetings to attend. Contractor is free to
establish his own day-to-day schedule with respect to the Services, provided he fulfills the Services
delegated to him.
4.2 No Responsibility for Taxes. Neither Company shall have any responsibility
for the reporting, collection, remittance or payment of any employment, payroll or wage taxes
(whether federal, state or local), including but not limited to FICA, personal income taxes and
insurance taxes, imposed or owing with respect to Contractor, or Contractor's workers, employees
and subcontractors hired, engaged or employed by Contractor to perform the Services, if any.
5. Comuensatioo.
5.1 Fees. In consideration of this Agreement, the Company shall pay Contractor
a monthly fee of $1,000 which fee shall be paid up fronton the first business day of each calendar
month throughout the Term, beginning as of the Effective Date. The monthly fee shall be prorated
for any partial calendar month. Such fees shall be the sole consideration due and payable to
Contractor hereunder.
5.2 No Em l~ovee Benefits. Contractor shall not be entitled to participate in any
plans, arrangements or distributions made or administered by eitherCompany pertaining to or in
connection with any employee benefits, including without limitation, health, dental, life or disability
insurance, pension, 401(k), vacation, workers' compensation, unemployment compensation or any
other benefits that are afforded by either Company exclusively to its empbyees.
6. Termination.
6.1 Termination Upon Expiration. This Agreement shall automatically terminate,
without any further action on the part of any party, upon expiration of the Term.
6.2 Termination Without Cause. Either party may terminate this Agreement,
without cause, for any reason, upon providing the other party with 30 days' advance written notice of
its intent to terminate this Agreement.
6.3 Termination for Cause. This Agreement, and the engagement of Contractor
hereunder, shall immediately terminate upon the occurrence of one or more of the following events,
each of which shall constitute "Cause" hereunder: (i) the abandonment by Contractor of the
performance of his duties hereunder; (ii) acts or omissions by Contractor that subject either Company
to civil or criminal penalties, or result in the incarceration of any officer, manager or employee of
either Company; (iii) Contractor being convicted of, or pleading guilty or nolo contendere to a
felony; (iv) any adjudicated fraud or embezzlement by Contractor; (v) a violation by Contractor of
any non-solicitation, noncompetition or non-disclosure provision contained in this Agreement; or (vi)
a violation by Contractor of Section 3.2 hereof.
6.4 Termination Umon Death. This Agreement, and the engagement of
Contractor hereunder, shall automatically terminate as of the date of Contractor's death.
6.5 Riehts Umon Termination. Upon termination of this Agreement, all of the
rights and obligations of the parties hereunder shall immediately terminate; provided, however, that
(a) termination of this Agreement shall not relieve either party from any liabilities resulting from a
breach of this Agreement which occurred prior to termination, (b) Sections 7, 8 and 9 of this
Agreement shall survive termination of this Agreement in accordance with their terms, and (c) if and
only if this Agreement was terminated by the Companies without Cause pursuant to Section 6.2
above, then Contractor shall be entitled to receive the Termination Payment described in Section 6.6
below.
6.6 Ternination Pavment. If this Agreement is terminated by the Companies
without Cause in accordance with Section 6.2 above, then the Companies shall be required to pay to
Contractor, in one lump sum payment, the net present value of Contractor's remaining unpaid fees
over the remaining Term (the "Termination Payment"). In calculating the Termination Payment:
(a) the present value of Contractor's fees for the remaining Tenn shall be discounted annually at 5%;
and (b) an assumption shall be made that all unpaid fees for a given calendar year shall be due and
payable as of January 1 of that calendar year. For example:
As of January 1, 2025, the remaining fees otherwise due hereunder would be $36, 000
($12,000 per year for three years). If this Agreement is terminated by the Companies
without Cause on January 1, 2025, then the Termination Payment due and payable
on January 1, 2025 would be an amount equal to $32,519, or the sum of (i) the
present value of the $12, 000 which would otherwise assumed to be due on January 1,
2025, discounted once at 5%, or, $11,400, plus (ii) the present value of the $12,000
which would have otherwise assumed to be due on January 1, 2026, discounted twice
at 5%, or, $10,830, plus (iii) the present value of the $12,000 which would have
otherwise assumed to be due on January 1, 2027, discounted three times at 5%, or,
$10,289.
Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, under no
circumstances whatsoever shall the Companies be required to pay, or shall Contractor be entitled to
receive, any payments hereunder that would be nondeductible to the Companies under Section 280G
of the Internal Revenue Code of 1986, as amended, or any similaz or successor statute, regulation or
provision. In the event of a termination of this Agreement by the Companies pursuant to Section 6.2,
the regular certified public accountant of the Companies shall determine the Termination Payment
(and the deductibility thereof by the Companies), and his or her determination shall be binding upon
Contractor and the Companies.
7. Confidentiality.
7.1 Non-Disclosure of Confidential Information. Contractor recognizes that each
Company's business interests require a confidential relationship between Contractor and such
Company and the fullest practical protection and confidential treatment of all trade secrets and all
confidential or proprietary information. Accordingly, Contractor agrees that, except as required by
applicable law or court order, he will keep confidential and will not disclose to anyone (other than
the Companies), or publish, utter, exploit or make use of (or aid others in publishing, uttering,
exploiting or using), or otherwise misappropriate, any trade secrets or any confidential or proprietary
information of either Company at any time. Contractor's obligations hereunder shall continue both
during and after the expiration of the Term.
7.2 Return of Confidential lnformation. Upon termination of this Agreement and
at any other time upon request, Contractor agrees (a) to return any and all confidential or proprietary
information to the Companies including, but not limited to, all financial information, written
materials and drawings and all copies thereof, and (b) to cease the use of and permanently delete and
destroy the electronic embodiments of any confidential or proprietary information contained on any
computer or hard drive, together with all disks, printouts and copies of the same and all analysis
based on such confidential or proprietary information. At the time of return of the confidential or
proprietary information to the Companies, or the destruction of the aforementioned materials, as the
case may be, Contractor shall certify in writing to the Companies that Contractor no longer has in his
possession, directly or indirectly, any of the aforementioned materials. The return of the materials
shall not affect the obligations of Contractor to treat the confidential or proprietary information
received by him as confidential and not to use the same, and Contractor agrees that all such materials
are at all times the property of the applicable Company.
8. Noncompetition and Non-Solicitation. In consideration of the terms and conditions
of this Agreement and the Purchase Agreement, Contractor agrees that he will not, directly or
indirectly, on his own behalf or as a partner, officer, director, stockholder, member, employee,
principal, agent, advisor or contractor for any other person, firm or entity, during the Term, and for a
period of one year thereafter:
8.l engage in any line of business which Productions engaged in during the
Term, or otherwise compete with Productions, in any market within which Productions did business
at any time during the Term (the "Restricted Area");
8.2 solicit for himself or any other person, firm or entity (other than Productions)
the business of any customer of Productions, which shall include any prospective customer which
Productions solicited to be a customer at any time darting the Term;
8.3 persuade or attempt to persuade customers or prospective customers of
Productions to discontinue or reduce their business with Productions; or
8.4 solicit, hire, entice, aid or cooperate with others in soliciting, hiring, enticing
or aiding any employee or independent contractor of Productions to leave Production's employ.
Contractor agrees that the restrictions contained in Sections 8.2, 8.3 and 8.4 above have no
geographic limitation. Contractor agrees that the restrictions contained in Section 8.1 above are
geographically limited to the Restricted Area. As part of Contractor's engagement hereunder,
Contractor expects to develop relationships with customers and potential customers of Productions
and to enhance significantly Productions' goodwill with its customers and potential customers.
These relationships and goodwill, if utilized by a competitor of Productions, would unfairly
disadvantage Productions. Therefore, Consultant further acknowledges and agrees that the covenants
contained herein are reasonable in duration, territory and scope to protect the legitimate business
interests, goodwill and relationships of Productions.
9. Miscellaneous Provisions.
9.1 Notice. Any notices required or permitted to be given under this Agreement
shall be sufficient if in writing and if sent by U.S. mail to Contractor at his last-known address as
shown on the Companies' records, or to the Companies at their principal offices, as the case may be.
9.2 Entire Agreement. This Agreement contains the entire agreement and
understanding between the parties hereto with respect to the subject matter hereof and any and all
prior agreements or understandings between the parties on the same subject are hereby rescinded and
made null and void by mutual agreement.
9.3 Heirs, Successors and Assiens. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective heirs, personal representatives,
successors and assigns. Neither this Agreement nor any rights of the parties hereunder may be
assigned by either party; ~ovided, however, either Company may assign this Agreement and its
respective rights hereunder to a successor of substantially all of the assets or membership interests of
such Company (whether by merger, sale or otherwise). For the avoidance of doubt, following the
assignment of this Agreement by a Company, the restrictive covenants, terms and conditions set forth
in Section ~ and 8 above: (a) shall continue to bind Contractor in accordance with their terms; and
(b) shall be enforceable by the transferee to the full extent that such covenants were enforceable by
such Company.
9.4 Severability. If any term, condition or provision of this Agreement shall be
found by any court of competent jurisdiction to be unenforceable, in whole or in part, the rest and
remainder of this Agreement shall be and remain enforceable to the fullest extent allowed by law as
if such unenforceable provision had never been contained herein.
9.5 Governine Law. This Agreement shall be construed and enforced in
accordance with and governed by the laws of the Commonwealth of Pennsylvania, without giving
effect to any conflicts or choice of law provisions that would cause the application of the domestic
substantive laws of any other jurisdiction.
9.6 Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original but all of which shall constitute one and the same instrument. Any
counterpart signature page delivered by electronic means or by facsimile transmission shall be
deemed to have the same force and effect as an originally executed signature page.
9.7 Remedies; Specific Performance. Contractor acknowledges that the
provisions of Sections 7 and 8 are reasonable and necessary for the protection of the Companies and
that the Companies will be irrevocably damaged if such covenants are not specifically enforced.
Accordingly, Contractor agrees that the Companies will be entitled to injunctive relief for the
purpose of restraining the Contractor from violating such covenants (and no bond or other security
shall be required in connection therewith) in addition to any other relief to which they may be
entitled under this Agreement.
9.8 Survival. Sections 7, 8 and 9 of this Agreement shall survive the termination
of this Agreement.
[SIGNATURES APPEAR ON FOLLOWING PAGE]
6
IN WITNESS WHEREOF, the parties to this Agreement have caused their signatures to be
set forth below as of the day and year first above written.
PRODUCTIONS:
BARKLEIGH PRODUCTIONS, INC.
By:
Gwen Shelly, President
MANAGEMENT:
BARKLEIGH MANAGEMENT GROUP, INC.
By:
Gwen Shelly, President
CONTRACTOR:
Thomas G. Liddick, Sr.
Signature Page to Consulting Agreement
214 Senate Ave
7th Flaor
Camp Hill, FA 17011
direct 7177301800
faz 717 730 1894
roll bee 800 237 1700
MorganStanley
SmithBarney
December 31, 2012
McNees Wallace & Nurick, LLC
Attn: David E. Gruver
PO Box 1166
Harrisburg, PA 17108
Re: Date of death information for Sally J. Liddick
Dear David:
Our records indicate that Sally J. Liddick maintained two accounts at Morgan Stanley Smith
Barney on the date of her death. The following is information for each account:
724-68570-30-790 -The account was a Roth IRA account opened 06-28-2001. The account
value was $6,380.78 based on the closing price of securities in the account on OS-27-2012.
Assets in the account were: 145 shares of CNO ($6.79 X 145 = $984.55), 12 shares of AAPL
($447.28 X 12 = $5,367.36), and 60 shares of AIB ($.95 X 60 = $57.00). There was a negative
cash balance of-$28.13. Thomas Liddick, Sr. was the primary Beneficiary on the account.
724-66514-12-790 -The account was a Simple IRA account under the Barkleigh Productions
Inc. plan. The account was opened 12-09-2004. The account value on 01-29-2012 was
$85,320.54 ($85,320.10 principal and $.44 accrued interest). The account was all invested in
our Bank Deposit Program money market. Thomas G. Liddick, Sr. was the primary beneficiary
named on the account.
Please call us at 717-730-1877 (Marilynn R. Kanenson) with any questions.
Sincerely,
~~~
Bill Barton
Client Service Associate for
Marilynn R. Kanenson
Vice President
Financial Advisor
Mogan $nnlrySmirh Bamry LLC. Man6cr $IPC.