Loading...
HomeMy WebLinkAbout13-2340 Supreme Cf. "' nnsylvania Con III . o _ `w leas For Prothonotary Use Only: der y Jt Docket No: cU � f County N -)v7u \ ?f, ti The information collected on this form is used solely for court administration purposes. This form does not supplement or replace the filing and service ofpleadings or other papers as required by law or rules of court. Commencement of Action: S Xi Complaint Q Writ of Summons Petition Transfer from Another Jurisdiction Q Declaration of Taking E C Lead Plaintiffs Name: Lead Defendant's Name: PNC BANK, N.A. S.A. MOYER TRANSPORT, INC. T Dollar Amount Requested: Owithin arbitration limits I Are money damages requested? 0 Yes � No (check one) rx1outside arbitration limits O N Is this a Class Action Suit? El Yes 0 No Is this an MDJAppeal? []Yes 0 No A Name of Plaintiff /Appellant's Attorney: JAMES P. VALECKO, ESQ. PA ID # 79596 Check here if you have no attorne y (are aSelf- Represerrled [Pro Sep :Litigant) ! Nature of the Case Place an "X" to the left of the ONE case category that most accurately describes your PRIMARY CASE. If you are making more than one type of claim, check the one that you consider most important. TORT (do not include Mass Tort) CONTRACT (do not include Judgments) CIVIL APPEALS Intentional Buyer Plaintiff Administrative Agencies Malicious Prosecution Debt Collection: Credit Card M Board of Assessment Motor Vehicle x+ Debt Collection: Other Board of Elections Nuisance PROMISSORY NOTE Dept. of Transportation Premises Liability Statutory Appeal: Other S Product Liability (does not include mass tort) [3 Employment Dispute: E � Slander/LibeU Defamation Discrimination C Other: Employment Dispute: Other 0 Zoning Board , Other: M �I Other: O MASS TORT Q Asbestos N [3 Tobacco ©i Toxic Tort - DES E] Toxic Tort -Implant REAL PROPERTY MISCELLANEOUS Toxic Waste 0 Ejectment 0 Common Law /Statutory Arbitration B Q Other: 0 Eminent Domain/Condemnation 0 Declaratory Judgment 0 Ground Rent Mandamus Landlord/Tenant Dispute Non- Domestic Relations 1 0 Mortgage Foreclosure: Residential Restraining Order PROFESSIONAL LIABLITY Mortgage Foreclosure: Commercial 0 Quo Warranto i Q Dental Partition 0 Replevin Q Legal EJ Quiet Title [3 Other: s [3 Medical Other: Other Professional: Updated 1/1/2011 i ^ �LE Attorney l for Plain IN R& REIS CO., L.P.A. OF 1(�� (�� � � � ?0! Y BY: James P. Valecko, Esquire , APR 29 P/1 3' 32 I.D. No.79596 CUMBER 3ttsburghtPAv15219Suite 1400 pEtV�'S�'LYA,I C OUNTY P Phone: 412.434.7955 Fax: 412.434.7959 File # 20002893 IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA CIVIL DIVISION PNC BANK, N.A. Plaintiff vs. Civil Action No. S.A. MOYER TRANSPORT, INC. and SCOTT A. MOYER as Personal Guarantor Defendant(s) COMPLAINT AND NOTICE TO DEFEND YOU HAVE BEEN SUED IN COURT. If you wish to defend against the claims set forth in the following pages, you must take action within twenty (20) days after this complaint and notice are served, by entering a written appearance personally or by an attorney and filing in writing with the court your defenses or objections to the claims set forth against you. You are warned that if you fail to do so the case may proceed without you and a judgment may be entered against you by the court without further notice for any money claimed in the complaint or for any other claim or relief requested by the plaintiff. You may lose money or property or other rights important to you. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW. THIS OFFICE CAN PROVIDE YOU WITH INFORMATION ABOUT HIRING A LAWYER. IF YOU CANNOT AFFORD TO HIRE A LAWYER, THIS OFFICE MAY BE ABLE TO PROVIDE YOU WITH INFORMATION ABOUT AGENCIES THAT MAY OFFER LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE. CUMBERLAND COUNTY BAR ASSOCIATION 32 SOUTH BEDFORD STREET CARLISLE, PA 17013 (717) 249 -3166 CO A ki n3 75 G Pb-)64q COMPLAINT 1. Plaintiff is a corporation having offices at 3232 Newmark Drive, Bldg 2, Miamisburg, OH 45342. 2. Defendant, S.A. Moyer Transport, Inc., is a Pennsylvania corporation with a last known address of 6344 Benington Rd, Mechanicsburg, PA 17050. 3. Defendant, Scott A. Moyer, is an adult individual with a last known address of 970 Pleasant Grove Rd, York Haven, PA 17370. COUNT I — AGAINST S.A. MOYER TRANSPORT, INC. 4. On or about November 1, 2005, Defendant executed a Promissory Note (hereinafter the "Note ") in favor of Plaintiff, a true and correct copy of said Note is attached hereto, marked as Exhibit "1 ", and made a part hereof. 5. Plaintiff avers that Defendant is in default of the Note by having not made payment to Plaintiff as promised, thereby rendering the entire balance immediately due and payable. 6. Plaintiff avers that a balance of $176,181.84 is due from Defendant as of March 18, 2013. A true and correct copy of Plaintiff's Account Details is attached hereto, marked Exhibit "2 ", and made a part hereof. 7. Plaintiff avers that the written Agreement between the parties provides that Plaintiff is entitled to the addition of finance charges. 8. Plaintiff avers that it is entitled to finance charges at the rate of 4.75% per annum on the unpaid balance. 9. Plaintiff avers that the Note between the parties provides that Defendant will pay Plaintiff s reasonable attorneys' fees. 10. Plaintiff avers that such attorneys' fees amount to $1,500.00. 11. Although repeatedly requested to do so by Plaintiff, Defendant has willfully failed and/or refused to pay the principal balance, attorneys' fees, interest, or any part thereof to Plaintiff. WHEREFORE, Plaintiff demands Judgment on Count I against Defendant, S.A. Moyer Transport, Inc., individually, in the amount of $176,181.84 with continuing interest thereon at the rate of 8.25% per annum from March 18, 2013, plus attorneys' fees of $1,500.00 and costs. COUNT II — AGAINST SCOTT A. MOYER, PERSONAL GUARANTOR 12. Plaintiff incorporates herein by reference thereto each and every of the preceding paragraphs of this Complaint as if the same were more fully set forth herein. 1.3. As further inducement for the extension of credit to Defendant, Scott A. Moyer, executed and delivered to Plaintiff his personal guaranty, a true and correct copy of which is attached hereto, marked as Exhibit "3 ', and made a part hereof. 14. Although repeatedly requested to do so by Plaintiff, Defendant has willfully failed and/or refused to pay the aforesaid balance, interest, attorneys' fees or any part thereof to Plaintiff. WHEREFORE, Plaintiff demands Judgment on Count II against Defendant, Scott A. Moyer, on his personal guaranty, in the amount of $176,181.84 with continuing interest thereon at the rate of 8.25% per annum from March 1.8, 2013, plus attorneys' fees of $1,500.00 and costs. WELTMAN, WEINBERG & REIS, CO., L.P.A. C� James P. V ecko, Esquire I.D. No.79 96 436 Seventh Avenue, Suite 1400 Pittsburgh, PA 15219 Phone: 412.434.7955 Fax: 412.434.7959 File # 20002893 I _ PROMISSORY NOTE rnr.l. u.. :. r.7..::v 7�w •::: e ... . ......._ - ::.-.e:: -s : .,.wuv .. .: ....r.:.wx::, iJ.;,wyk :, . ' ?i.�:. ::.: v:::.._ . . - cE....._ .. :.:a.. .. ........ .n�y,: ; ;�, ...:. 1.Ttt.!F;i':.4!R7 _ : o�P:i�!:[) {MV� 'x . � . L1lM .. x. ........,.x•r .,•. �.V...,.�;IIt�N:,,�... - .. �>�ill ........_ ,..._..... ... .z..r__. 1 d „:hi ';�'`r's. r........xu..a.... ,........ a......x.. .. J •yi.: : yy.. ;. r ... .. .... _,.. . r.:gv. •rerx,. , :�a as - U..J ._..- ...... mm. - -. -. -_ v- :.'__: ..... ...nvnvx ....................., r. ......xeb.:._ -. ...... .n.• ..... vndpSaiJ ::n�c_.gn.::ii'ri °:•'r'. .wr .. ��.y -.: ri . ..:...... :: ..r.. :.,. . *+,:,_ . : ...:.:..L .''�st_•_ :.. � - - �'."rr.? .. � ' +. ` \ +'yRa „cd:zu ": fr. ... ........:.).v!: ::.: aY v � �� r�. fi] 4[ rf�(, ts: i.. �: a �:;". 1::': f_ 11! �r. �, �ID v�,•'- 1; �'. t ;.�:7:::.�:�30.��•..:,.:G.:::.. _. i��: ��_: �; :.: ..........ti•....f,�:�0 =: ; =:r�� =:s._ ....- .:.::... _�...._.'�'�7 ;Qlr. •,..�.........._.•,�..,___ References in the shaded area are for Lender's use only and do not limit the applicabillty of this document to any particular loan or item. Any Item above containing has been omitted due to text lormth limitations. i Borrower: S.A. MOYER TRANSPORT, INC. (SSN; Lender: PNC Bank, Nat al Association Business B nil 6344 BENNiNGTON RD 4242 Cal )l a Pike MECHANICSBURG,PA 17050 Camp ,PA 17001 Principal Amount: $100,000.00 Initial Rate: 9.000% Date of Note: November 1, 2005 PROMISE TO PAY. S.A. MOYER TRANSPORT, INC. ( "Borrower ") promises to pay to PNC Bank, National Association ('Lender "), or order. in lawful money of the United States of America, the principal amount of One Hundred Thousand & 001100 Dollars (5100,000.00) or so much as may be outstanding, together with interest an the unpaid outstanding principal balance of each advance. Interest shall be caloulaied from the date of each advance until repayment of each advance. PAYMENT. Borrower will pay this loan In accordance with the fallowing payment schedule: Borrower will pay regular monthly payments of accrued interest beginning an the first day of the Billing Cycle after the initial advance, and ail subsequent Interest payments are due on the same day of each month after that. Borrower will pay this loan in one payment of all outstanding principal plus all accrued interest on the Expiration Date. Borrower may borrow, repay and raborrow hereunder until the Expiration Date, subject to the terms and conditions of this Note. The "Expiration Date" shall mean November 01, 2006, or such later date as may be designated by written notice from Lander to Borrower but in no event after the tenth anniversary of this Note. Borrower acknowledges and agrees that in no event shall the aggregate unpaid principal amount of advances under this Note exceed the face amount of this Note. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest: then to principal; then to any unpaid coilactlon costs; and then to any late charges. interest on this Note is computed an a 3651365 simple Interest basis; that Is, by applying the ratio of the annual Interest rate over the number of days in a year (308 during leap years!, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding, Borrower will pay Lender at Lender's address shown above or at such other place as Lander may designate In writing. VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from time to time based on changes in an independent index which is the the highest Prime Rate as published In the 'Money Rates" section of The Wall Street Journal (the: "Index "). The Index is not necessarily the lowest rate charged by Lender on its loans. If the Index becomes unavailable during the term of this loan, Lender may designate a substitute Index after notice to Borrower. Lender will tell Borrower the current Index rate upon Borrower's request. The interest rate change will not occur more often than each month, The Index for a Billing Cycle is determined on the first day of that cycle based on the Index for the last day of the preceding calendar month which is reported. Interest on this Note is computed on the basis of a year of 3661365 days, by applying the ratio of the annual interest rate on the first day of the Billing Cycle over a year of 366/365 days to obtain a daily periodic rate, multiplied by the average daily balance during the Billing Cycle, multiplied by the number of days In the Billing Cycle. Billing Cycle means the monthly interval between regular periodic statements. Borrower understands that Lender may make loans based on other rates as well. The Index currently is 6,750% per annum. The interest rate to be applied to the unpaid principal balance of this Note will be at a rate of 2.260 percentage points over the Index, resulting in an Initial rate of 9.000% per annum. NOTICE: Under no circumstances will the interest rate on this Note be more than the maximum rate allowed by applicable few. PREPAYMENT. Borrower may pay without penalty as or a portion of the amount owed earlier than It is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower's obligation to continue to make payments of accrued unpaid interest. Rather, early payments will reduce the principal balance due. Borrower agrees not to send Lender payments marked "paid in full ", "without recourse ", or similar language. if Borrower sends such a payment, Lender may accept it without losing any of Lender's rights under this Note, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, Including any check or other payment instrument that indicates that the payment constitutes "payment in full" of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: PNC Bank, National Association, Attn: P5 PCLC -0I -H , 2730 LIBERTY AVENUE PITTSBURGH, PA 15222. LATE CHARGE. If a payment is 15 days or more late, Borrower will be charged 5.000% of the regularly scheduled payment or $100,00, whichever is less. INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, Lender, at its option, may, If permitted under applicable law, Increase the variable interest rate on this Note to 7.250 percentage points over the index. The interest rate will not exceed the maximum rate permitted by applicable law. If judgment is entered in connection with this Note, interest will continue to accrue on this Note after judgment at the interest rate applicable to this Note at the time judgment is entered. DEFAULT. Each of the following shall constitute an event of default ( "Event of Default') under this Note: Payment Default. Borrower fails to make any payment when due. Other Defaults. Borrower or Grantor fails to comply with or to perform any other term, obligation, covenant or condition contained in this Note or in any of the related documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower. Dofault in favor of Third Parties. Borrower or any Grantor defaults under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, In favor of any other creditor or person that may materially affect any of Borrower's property or Borrower's ability to repay this Note or perform Borrower's obligations under this Note or any of the related documents. False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Note or the related documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. Insolvency. The dissolution or termination of Borrower's existence as a going business, the insolvency of Borrower, the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the loan. jy PROMISSORY NOTE Loan No: 4111111111116026 (Continued) Page 2 This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in Its sole discretion, as being an adequate reserve or bond for the dispute. Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness or any Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any guaranty of the indebtedness evidenced by this Note. Change In Ownership. Any change In ownership of twenty -five percent (25 %) or more of the common stock of Borrower. Adverse Change. A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance of this Note is impaired. Insecurity. Lender in good faith believes itself insecure. LENDER'S RIGHTS. Upon default, Lender may, after giving such notices as required by applicable law, declare the entire unpaid principal balance on this Note and all accrued unpaid interest immediately due, without notice, and then Borrower will pay that amount. ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower will pay Lender that amount. This includes, subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit, including attorneys' tees, expenses for bankruptcy proceedings iincluding efforts to modify or vacate any automatic stay or injunction), appeals and any anticipated post-judgement collection services. If not prohibited by applicable law, Borrower also will pay any court costs, in addition to all other sums provided by law. WAIVER OF JURY TRIAL. THE BORROWER IRREVOCABLY WAIVES ANY AND ALL RIGHTS THE BORROWER MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR CLAIM OF ANY NATURE RELATING TO THIS NOTE, ANY DOCUMENTS EXECUTED IN CONNECTION WiTH THIS NOTE OR ANY TRANSACTION CONTEMPLATED IN ANY OF SUCH DOCUMENTS. THE BORROWER ACKNOWLEDGES THAT THE FOREGOING WAIVER IS KNOWING AND VOLUNTARY. GOVERNING LAW. This Note wig be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions. This Note has been accepted by Lender in the Commonwealth of Pennsylvania. CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of the courts of Cumberland County, Commonwealth of Pennsylvania. RIGHT OF SETOFF. In addition to all liens upon and rights of setoff against Borrower's money, securities or other property given to Lender by taw, Lender shall have, with respect to Borrower's obligations to Lender under this Note and to the extant permitted by law, a contractual possessory security interest in and a contractual right of setoff against, and Borrower hereby assigns, conveys, delivers, pledges and transfers to Lender all of Borrower's right, title and interest in and to, all of Borrower's deposits, moneys, securities and other property now or hereafter in the possession of or on deposit with, or in transit to, Lender or any other direct or indirect subsidiary of The PNC Financial Services Group, Inc., whether held in a general or special account or deposit, whether held jointly with someone else, or whether held for safekeeping or otherwise, excluding, however, all IRA, Keogh, and trust accounts. Every such security Interest and right of setoff may be exercised without demand upon or notice to Borrower. Every such right of setoff shall be deemed to have been exercised immediately upon the occurrence of an Event of Default hereunder without any action of Lender, although Lender may enter such setoff on Its books and records at a later time. COLLATERAL. Borrower acknowledges this Note is secured by the following collateral described in the security Instrument listed herein: inventory, chattel paper and accounts described in a Commercial Security Agreement dated November 1, 2005. LINE OF CREDIT. This Note evidences a revolving line of credit, Advances under this Note may be requested orally by Borrower or as provided in this paragraph. All oral requests shall be confirmed in writing on the day of the request. All communications, instructions, or directions by telephone or otherwise to Lender are to be directed to Lender's office shown above. The following person currently Is authorized, except as provided in this paragraph, to request advances and authorize payments under the line of credit until Lender receives from Borrower, at Lender's address shown above, written notice of revocation of his or her authority: SCOTT MOYER, President of S.A. MOYER TRANSPORT, INC. Borrower may obtain advances from time to time by writing checks in the amounts of not less than $100.00 or by using other methods which Lender may permit and may continue to obtain advances until this loan Is terminated. Lender agrees to pay checks, so long as they do not cause the principal balance to exceed the face amount of this Note, which are dated, drawn and issued by Borrower on or prior to the Expiration Data and received by Lender on or prior to the Expiration Date or within five business days after the Expiration Date, except as provided in the . next sentence. Lender has no obligation to pay any check dated, drawn or issued by Borrower or received by Lender during any period when Lender is not obligated to advance funds under this Mote. Borrower agrees to be liable for all sums either: (A) advanced in accordance with the instructions of an authorized person or (B) credited to any of Borrower's accounts with Lender. The unpaid principal balance owing on this Note at any time may be evidenced by endorsements on this Note or by Lender's internal records, Including daily computer print -outs. Lender will have no obligation to advance funds under this Note if: (A) Borrower or any guarantor is in default under the terms of this Note or any i agreement that Borrower or any guarantor has with Lender, including any agreement made in connection with the signing of this Note; (B) Borrower or any guarantor ceases doing business or is Insolvent; (C) any guarantor seeks, claims or otherwise attempts to limit, modify or revoke such guarantor's guarantee of this Note or any other loan with Lender, iDl Borrower has applied funds provided pursuant to this Note . for purposes other than those authorized by Lender; or (E) Lender In good faith believes itself insecure. FINANCIAL INFORMATION PROVISION. Borrower agrees to deliver any financial and other business information concerning Borrower that Lender may request from time to time, such as annual and Interim financial statements (all of which shall be prepared in accordance with generally accepted accounting principles) and federal income tax returns. DEPOSITORY, Borrower will establish and maintain, with Lender, Borrower's primary depository account(s). if Borrower fails to establish and /or maintain its primary depository accountis) with Lender, Lender may, at its option, upon thirty (30) days notice to Borrower, increase the interest rate payable by Borrower under this Note by up to 1.00 percentage points (1,00 %I. Lender's right to increase the Interest rate pursuant to this paragraph shall be In addition to any other rights or remedies Lender may have under this Note, all of which are hereby reserved, and shall not constitute a waiver, release or limitation upon Lender's exercise of any such rights or remedies. OVERDRAFT PROTECTION. If Borrower elects Overdraft Protection in connection with the Line of Credit evidenced by this Note by so Indicating In the space provided below, during the Draw Period, Lender will make a deposit to the business checking account with Lender designated below or in a subsequent writing by Borrower whenever a withdrawal is made from that checking account, either by writing a check from the checking account or in some other way, in an amount which is more money than the balance in that checking account. The amount which Lender wilt deposit will be the amount by which the withdrawal exceeds the balance in the checking account, rounded up to the next whole 61.00; however, the amount which will be deposited will not be less then 850,00. Lender will charge the amount of the deposit as an advance PROMISSORY NOTE Loan No: X6026 (Continued) Page 3 under the Line of Credit. Lender does not have to make a deposit to the checking account if a deposit will cause the balance of this account to exceed the maximum amount of the Line of Credit evidenced by this Note or would otherwise violate this Note or any other document(s) executed in connection with the Line of Credit. Checking account checks which are returned will be subject to Lender's regular overdraft charges. Overdraft Protection will not be available during the Repayment Period. _YESI. Borrower wants Overdraft Protection for PNC Bank Checking Account No. AUTOMATIC DEBIT OF PAYMENTS. The Borrower hereby authorizes the Lander to charge the Borrower's deposit account at the Lender for any payment when due hereunder. If the Borrower revokes this authorization for any reason whatsoever or fails to maintain a deposit account with the Lender which may be charged, the Lender may, at its option, upon thirty (30) days notice to the Borrower, increase the interest rate payable by the Borrower under this Note by twenty -five (25) basis points (0.26%). TERMINATION OF LiNE OF CREDIT. Upon sixty (60) days prior written notice to Borrower, tender may terminate the Line of Credit, with or without cause, and demand full payment of the entire unpaid principal balance of this Note, and all accrued and unpaid interest on the balance, and all other amounts due in accordance with the terms of this Note. Unless Lender's notice provides otherwise, Lender will have no further obligation to advance funds under this Note. CONVERSION TO TERM LOAN. Lender retains the right to convert all or any part of the outstanding Indebtedness under this Note into an amortizing term loan, with or without cause, upon providing sixty (60) days prior written notice to Borrower (the "Conversion Notice'). If Lander exercise this right, Lender will compute a now monthly payment with respect to the part of the indebtedness so converted (the "Term Loan Portion% and Borrower will be advised of such new monthly payment with respect to the Term Loan Portion in the Conversion Notice. Monthly payments on the Term Loan Portion following the Conversion Notice shag be based upon an amortization period specified In the . Conversion Notice )the "Amortization Period "). Subsequent payments on the Term Loan Portion shall be determined monthly and shag be In the amounts determined by Lender to be necessary to fully amortize the then outstanding principal balance so converted over the then remaining Amortization Period at the effective Interest rate on this Note as of the date the amount of such payment is calculated by Lender. All oustanding principal and accrued Interest will be due on the last day of the Amortization Period. All the provisions of this Note and any Related Documents shall apply to the Term Loan Portion except to the extent inconsistent with this paragraph. SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and upon Borrower's heirs, personal representatives, successors and assigns, and shall inure to the benefit of Lender and its successors and assigns. GENERAL PROVISIONS. Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them. Borrower and any other person who signs, guarantees or endorses this Note, to the extent allowed by law, waive presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan or release any party or guarantor or collateral; or impair, fail to realize upon or perfect Lender's security Interest In the collateral; end take any other action deemed necessary by Lender without the consent of or notice to anyone.' All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other then the party with whom the modification is made. The obligations under this Note are joint and several. It any portion of this Note is for any reason determined to be unenforceable, it will not affect the enforceability of any other provisions of this Note. CONFESSION OF JUDGEMENT. THE BORROWER HEREBY EMPOWERS ANY ATTORNEY OF ANY COURT OF RECORD. AFTER THE OCCURRENCE OF ANY EVENT OF DEFAULT HEREUNDER, TO APPEAR FOR THE BORROWER AND, WITH OR WITHOUT COMPLAINT FILED. CONFESS JUDGMENT, OR A SERIES OF JUDGMENTS, AGAINST THE BORROWER IN FAVOR OF LENDER OR ANY HOLDER HEREOF FOR THE ENTIRE PRINCIPAL BALANCE OF THIS NOTE, ALL ACCRUED INTEREST AND ALL OTHER AMOUNTS DUE HEREUNDER, TOGETHER WITH COSTS OF SUIT AND AN ATTORNEY'S COMMISSION OF THE GREATER OF 10% OF SUCH PRINCIPAL AND INTEREST OR $1,000 ADDED AS A REASONABLE ATTORNEY'S FEE, AND FOR DOING SO, THIS NOTE OR A COPY VERIFIED BY AFFIDAVIT SHALL BE A SUFFICIENT WARRANT. THE BORROWER HEREBY FOREVER WANES AND RELEASES ALL ERRORS IN SAID PROCEEDINGS AND ALL RIGHTS OF APPEAL AND ALL RELIEF FROM ANY AND ALL APPRAISEMENT, STAY OR EXEMPTION LAWS OF ANY STATE NOW W FORCE OR HEREAFTER ENACTED. INTEREST ON ANY SUCH JUDGMENT SHALL ACCRUE AT THE DEFAULT RATE. NO SINGLE EXERCISE OF THE FOREGOING POWER TO CONFESS JUDGMENT, OR A SERIES OF JUDGMENTS, SHALL BE DEEMED TO EXHAUST THE POWER, WHETHER OR NOT ANY SUCH EXERCISE SHALL BE HELD BY ANY COURT TO BE INVALID, VOIDABLE. OR VOID, BUT THE POWER SHALL CONTINUE UNDIMINISHED AND IT MAY BE EXERCISED FROM TIME TO TiME AS OFTEN AS LENDER SHALL ELECT UNTIL SUCH TIME AS LENDER SHALL HAVE RECEIVED PAYMENT IN FULL OF THE DEBT, INTEREST AND COSTS. NOTWITHSTANDING THE ATTORNEY'S COMMISSION PROVIDED FOR iN THE PRECEDING PARAGRAPH (WHICH IS INCLUDED IN THE WARRANT FOR PURPOSES OF ESTABLISHING A SUM CERTAIN), THE AMOUNT OF ATTORNEYS' FEES THAT LENDER MAY RECOVER FROM THE BORROWER SHALL NOT EXCEED THE ACTUAL ATTORNEYS' FEES INCURRED BY LENDER. PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS, BORROWER AGREES TO THE TERMS OF THE NOTE. THIS NOTE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS NOTE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. i BORROWER: S A. MOYER AN VORT C. ' By (Seal[ MOVER. sal t of S.A. MOYER i .DOrr " INC. uf[ll t..e.a w.l.a.CO.a05 ar.wrr n..nwiw..�.. be.,yrr. 4irpn Mw•,N. .M T m =]l)l60 !"O I t t t Y R NC December 19, 2012 } J S A Moyer Transport Inc. # 41MIJIMIMM6026 f �� 1 oil As requested below is the payoff, as of 12!1712012 for the above referenced loan. Please add any other fees riot captured on the RMS system. Payoff is subject to change with any paymentsladvances or change in the interest rate. Please contact me with any questions. Customer Name: S A Moyer Transport Inc. loan: # X6026 Interest Rate: 8.25% Principal_ $142,387.64 1 Interest: $ 31,398.82 Late Charges: $ 400.00 ✓ Payoff Total: /"$174,186.46 (Per diem: $32.18) There .may be other exposure tied to this relationship. No MRE Available. EXil-H A member of The PNC Financial Services Group PNC Firsiside Center 500 First k, Pinbargh Pennsy:vania 15219 . xH IBIT 3 COMMERCIAL GUARANTY .nv.. ,.m, .x.......r:,•: .pet. .. r .v,,. w . Z; 7�M.:a- vra r.:! -. ,'�i+!..::.r:: _�:G:n: :..4 ? ; :`_:�.� � F...... f. —:.. n.._...n ....... ....... .. _...: •.._......x �. .,v.- n.,,.rc..n.a.x.?:.5�.. <v ._._..., ...ti.._.....,.T:.a ; - ' ..x _r• , Xn_ ......... ....n.::. - _v , v ar ..:�. :a ....ms...__.mr .... ., . - . ..._ .� a. .. x.+.. sux.._ .....v..vnr ;. � :�. }xijr xxn(N�•. .... +...,,.a:.. . ,......... ... _s.:vt ._........3C'+ .:,w,:.. _._....,a�nn,.... r. ......._..._ ....... .... .._', �.,: *T - - ?._a_, . .r .n. hr��'+`... ..., ,. w n... .... wu - .%f.. ........,.....__ ._...._.,.ce."Y...n ........... ... n., _..... ..* .:A�Ni.^ • .�' Yid )::�.r:.�rc:::.:v:MX��Y......r y.....:: �: �-.. sx:: n: .:r.:::.b.,.x�xr nn�,.n.,,r.c...., ... _, .......__..- .;.._ :,•,_ _...�: :�. _- : �Y.;•::::.: ::: �.:< r: n:.:..�:::,..- :...w:::::.a._. s _s:::...:..:a ».:,.n..,a.r:.,... .:...rr_:� =..: �.:x_n ::.,.:- ..�....... �:.t........ .__:? ._.. ::'rm . _.._ '.K: References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing • "•" has been omitted due to text length limitations. Borrower S.A. MOYER TRANSPORT, INC. (SSN: Lender: PNC Bank, National Association Business Banking lid 4� 70N RD 4242 Carlisle Pike MECHANICSBURG. PA 17060 Camp Hill, PA 17001 Guarantor: SCOTT MOYER ISSN: 41�11111M!11 6344 BENNINGTON RD MECHANICSBURG, PA 17050 AMOUNT OF GUARANTY. The amount of this Guaranty is Unlimited, CONTINUING UNLIMITED GUARANTY. For good and valuable consideration, SCOTT MOYER 1 "Guarantor "1 absolutely and unconditionally guarantees and promises to pay to PNC Bank, National Association ( "Lender ") or Its order, in legal tender of the United States of America, the Indebtedness (as that term is defined herein) of S.A. MOYER TRANSPORT, INC. ('Borrower ") to Lender on the terms and conditions set forth in this Guaranty. This Guaranty is a guaranty of payment and not a guaranty of oogection. Under this Guaranty. the liability of Guarantor is" unlimited and the obligations of Guarantor are continuing. INDEBTEDNESS GUARANTEED. The Indebtedness guaranteed by this Guaranty includes any and all of Borrower's indebtedness to Lender and ; is used in the most comprehensive sense and means and includes any and all of Borrower's liabilities, obligations and debts to Lender, now existing or hereinafter incurred or created, including, without limitation, all loans, advances, Interest, costs, debts, overdraft Indebtedness, credit card Indebtedness, lease obligations, other obligations, and liabilities of Borrower, or any of them, and any present or future judgments against Borrower, or any of them; and whether any such Indebtedness is voluntarily or involuntarily incurred, due or not due, absolute or contingent, iiiquidated or unliquidated, determined or undetermined; whether Borrower may be liable individually or jointly with others, or primarily or secondarily, or as guarantor or surety; whether recovery on the Indebtedness may be or may become barred or unenforceable against Borrower for any reason whatsoever; and whether the Indebtedness arises from transactions which may be voidable on account of infancy, insanity, ultra vices, or otherwise. ; DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender, or any ; notice to Guarantor or to Borrower, and will continue in full force until all Indebtedness incurred or contracted before receipt by Lender of any. notice of revocation shall have been fully and finally paid and satisfied and all of Guarantor's other obligations under this Guaranty shall have been performed In full. If Guarantor elects to revoke this Guaranty, Guarantor may only do so in writing. Guarantor's written notice of revocation must be mailed to Lender, by Certified mail, at Lender's address listed above or such other place as Lender may designate in writ". Written revocation of this Guaranty wig apply only to advances or new Indebtedness created after actual receipt by Lender of Guarantor's written revocation. For this purpose and without limitation, the term "new Indebtedness" does not include Indebtedness which at the time of notice of revosatien is contingent, unllquidated, undetermined or not due and which later becomes absolute, liquidated, determined or due. This Guaranty will continue to bind Guarantor for all Indebtedness incurred by Borrower or committed by Lender prior to receipt of Guarantor's written notice of revocation, including any extensions, renewals, substitutions or modifications of the Indebtedness. All renewals, extensions, substitutions, and modifications of the Indebtedness granted after Guarantor's revocation, are contemplated under this Guaranty and, specifically will not be considered to be new Indebtedness. This Guaranty shall bind Guarantor's estate as to Indebtedness created both before and after Guarantor's death or Incapacity, regardless of Lender's actual notice of Guarantor's death. Subject to the foregoing, Guarantor's executor or administrator or other legal representative may terminate this Guaranty in the some manner in which Guarantor might have terminated It and with the same effect. Release of any other guarantor or termination of any other guaranty of the Indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation Lender receives from any one or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. it is antlelpated that fluctuations may occur in the aggregate amount of indebtedness covered by this Guaranty, and Guarantor specifically acknowledges and agrees that reductions In the amount of Indebtedness, oven to zero dollars (50,00(, prior to Guarantor's written revocation of this Guaranty shall not constitute a termination of this Guaranty. This Guaranty is binding upon Guarantor and Guarantor's heirs, successors and assigns so long as any of the guaranteed Indebtedness remains unpaid and even though the indebtedness guaranteed may from time to time be zero dollars ($0.00). GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, either before or after any revocation hereof, without notice or demand and without lessening Guarantor's liability under this Guaranty, from time to time: JA) prior to revocation as set forth above, to make one or more additional secured or unsecured loans to Borrower, to lease equipment or other goods to Borrower, or otherwise to extend additional credit to Borrower; (BI to altar, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of the Indebtedness or any part of the indebtedness, including increases and decreases of the rate of interest on the Indebtedness; extensions may be repeated and may be for longer than the original loan term; (C) to take and hold security for the payment of this Guaranty or the Indebtedness, and exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any such security, with or without the substitution of new collateral; (D) to release, substitute, agree not to sue, or deal with any one or more of Borrower's sureties, endorsers, or other guarantors on any terms or In any manner Lender may choose; (E) to determine how, when and what application of payments and credits shall be made on the Indebtedness; (F7 to apply such security and direct the order or manner of sale thereof, including without limitation, any nonjudicial safe permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; (G) to sell, transfer, assign or grant participations in all or any part of the Indebtedness; and (H) to assign or transfer this Guaranty In whole or In part. GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that (A) no representations or ranty is agreements of any kind have been made to Guarantor which would limit or qualify in any wwaNthe er s of this Guar amaranth this t his ua G uaranty executed at Borrower's request and not at the request of Lender; (C) Guarantor has full power, (0) the provisions of this Guaranty do not confect with or result in a default under any agreement or other instrument binding upon Guarantor and do not result In a violation of any law, regulation, court decree or order applicable to Guarantor, (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (F) upon Lender's request, Guarantor will provide to Lender financial and credit Information in form acceptable to Lender, and all such financial information which currently has been, and all future financial Information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor's financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (Including those for unpaid taxes) against Guarantor is pending or threatened: (1) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established COMMERCIAL GUARANTY Loan No: X6026 (Continued) Page 2 adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under this i Guaranty, and Guarantor further agrees that Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower. GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (A) to continue lending money or to extend other credit to Borrower; JB) to make any presentment, protest, demand, or notice of any kind, Including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (C) to resort for payment or to proceed directly or at once against any person, Including Borrower or any other guarantor; (D) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (E) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or to comply with arttr other applicable provisions of the Uniform Commercial Code; (F) to pursue any other remedy within Lender's power; or (G) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. Guarantor also wolves any and all rights or defenses based on suretyship or impairment of collateral including, but not limited to, any rights or defenses arising by reason of (A) any 'one action" or "anti - deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (B) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without !imitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (C) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (D) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (E) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced, there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or IF) any defenses given to guarantors at law of In equity other than actual payment and performance of the Indebtedness. If payment is made by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's trustee In bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both. GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees that each of the waivers set forth above Is made with Guarantor's full knowledge of its significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to public polcy or law. If any such waiver is determined to be contrary to any applicable law or public policy, such waiver shall be effective only to the extent permitted by law or pubfic policy. LENDER'S RIGHT OF SETOFF. To the extent permitted by applicable law, Guarantor grants Lender a contractual security interest In and hereby assigns, conveys, delivers, pledges and transfers to Lender all of Guarantor's right, title and interest in and to Guarantor's accounts with Lender (whether checking, savings or some other account), Including without limitation all accounts held jointly with someone else and all accounts Guarantor may open in the future, excluding however all IRA and Keogh accounts, and ail trust accounts for which the grant of a security i interest would be prohibited by law. Guarantor authorizes Lender, to the extent permitted by applicable law, to charge or setoff oil sums owing on the Indebtedness against any and all such accounts and, at Lender's option, to administratively freeze all such accounts to allow Lender to protect Lender's charge and setoff rights provided in this paragraph, SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the Indebtedness of Borrower to Lender, whether now existing or hereafter created, shall be superior to any claim that Guarantor may now have or hereafter acquire against Borrower, whether or not Borrower becomes insolvent, Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower, upon any account whatsoever, to any claim that Lender may now or hereafter have against Borrower. In the event of Insolvency and consequent liquidation of the assets of Borrower, through bankruptcy, by an assignment for the benefit of creditors, by voluntary liquidation, or otherwise, the assets of Borrower applicable to the payment of the claims of both Lender and Guarantor shall be paid to Lender and shall be first applied by Lender to the Indebtedness of Borrower to Lender. Guarantor does hereby assign to Lender all claims which it may have or acquire against Borrower or against any assignee or trustee in bankruptcy of Borrower; provided however, that such assignment shall be effective only for the purpose of assuring to Lender full payment in legal tender of the Indebtedness. if Lender so requests, any notes or credit agreements now or hereafter evidencing any debts or obligations of Borrower to Guarantor shall be marked with a legend that the same are subject to this Guaranty and shall be delivered to Lender. Guarantor agrees, and Lender is hereby authorized, in the name of Guarantor, from time to time to file financing statements and continuation statements and to execute documents and to take such other actions as Lender deems necessary or appropriate to perfect, preserve and enforce its rights under this Guaranty. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Guaranty: Amendments. This Guaranty, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Guaranty, No alteration of or amendment to this Guaranty shall be effective unless given In writing and s signed by the party or parties sought to be charged or bound by the alteration or amendment. Attorneys' Fees; Expenses. Guarantor agrees to pay upon demand all of Lender's costs and expenses, including Lender's attorneys' fees and Lender's legal expenses, incurred In connection with the enforcement of this Guaranty. Lender may hire or pay someone else to help j enforce this Guaranty, and Guarantor shell pay the costs and expenses of such enforcement. Costs and expenses include Lender's attorneys' fees and legal expenses whether or not there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services. Guarantor also shall pay all court costa and such additional fees as may be directed by the court. Caption Headings. Caption headings in this Guaranty are for convenience purposes only and are not to be used to Interpret or define the provisions of this Guaranty. Governing Law. This Guaranty will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the Commonwealth of Pennsylvania without regard to Its conflicts of law provisions. This Guaranty has been accepted by Lender in the Commonwealth of Pennsylvania. Choice of Venue. If there is a lawsuit, Guarantor agrees upon Lender's request to submit to the Jurisdiction of the courts of Cumberland County, Commonwealth of Pennsylvania. Integration. Guarantor further agrees that Guarantor has read and fully understands the terms of this Guaranty; Guarantor has had the COMMERCIAL GUARANTY Loan No: X6026 (Continued) Page 3 opportunity to be advised by Guarantor's attorney with respect to this Guaranty; the Guaranty fully reflects Guarantor's intentions.and parol evidence is not required to interpret the terms of this Guaranty. Guarantor hereby indemnifies and holds Lender harmless from all losses, claims, damages, and costs (including Lender's attorneys' fees) suffered or incurred by Lender as a result of any breach by Guarantor of the warranties, representations and agreements of this paragraph. Interpretation. In all cases where there is more than one Borrower or Guarantor, then all words used in this Guaranty in the singular shall be deemed to have been used In the plural where the context and construction so require; and where there is more than one Borrower named in this Guaranty or when this Guaranty Is executed by more than one Guarantor, the words "Borrower" and "Guarantor" respectively shell mean all and any one or more of them. The words "Guarantor," "Borrower," and "Lender" include the heirs, successors, assigns, and transferees of each of them. If a court finds that any provision of this Guaranty is not valid or should not be enforced, that fact by Itself will not mean that the rest of this Guaranty will not be valid or enforced. Therefore, a court will enforce the rest of the i provisions of this Guaranty even it a provision of this Guaranty may be found to be Invalid or unenforceable. If any one or more of Borrower or Guarantor are Corporations, partnerships, limited liability companies, or similar entities, it is not necessary for Lender to inquire Into the powers of Borrower or Guarantor or of the officers, directors, partners, managers, or other agents acting or purporting to act on their behalf, and any Loan indebtedness made or created in reliance upon the professed exercise of such powers shall be guaranteed under this Guaranty. Notices. Unless otherwise provided by applicable law, any notice required to be given under this Guaranty shall be given in writing, and, except for revocation notices by Guarantor, shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, it mailed, when deposited in the United" States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this Guaranty. All revocation notices by Guarantor shall be in writing and shall be effective upon delivery to Lender as provided in the section of this Guaranty entitled "DURATION OF GUARANTY." Any party may change Its address for notices under this Guaranty by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the parry's address. For notice purposes, Guarantor agrees to keep Lender Informed at all times of Guarantor's current address. Unless otherwise provided by applicable law, if there is more than one Guarantor, any notice given by Lender to any Guarantor is deemed to be notice given to all Guarantors. No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Guaranty unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Guaranty shag not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Guaranty. No prior waiver by Lender, nor any course of dealing between Lender and Guarantor, shell constitute a waiver of any of Lender's rights or of any of Guarantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Guaranty, the granting of such consent by Lender in any Instance shall not constitute continuing consent to subsequent instances where such consent is required and in ell eases such consent may be granted or withheld in i the sole discretion of Lender. I Successors and Assigns. The terms of this Guaranty shall be binding upon Guarantor, and upon Guarantor's heirs, personal representatives, successors, and assigns, and shall be enforceable by Lender and its successors and assigns. WAIVER OF JURY TRIAL. GUARANTOR IRREVOCABLY WAIVES ANY AND ALL RIGHT GUARANTOR MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR CLAIM OF ANY NATURE RELATING TO THIS GUARANTY, ANY RELATED DOCUMENTS, OR ANY DOCUMENTS EXECUTED IN CONNECTION WITH THIS GUARANTY OR ANY TRANSACTION CONTEMPLATED IN ANY OF SUCH DOCUMENTS. GUARANTOR ACKNOWLEDGES THAT THE FOREGOING WAIVER IS KNOWING AND VOLUNTARY. 1 LIMITED RECOURSE AS TO NOWAPPLICANT SPOUSE. Notwithstanding anything contained herein to the contrary, it is agreed that, unless an I exception to the requirements'ot Regulation B of the Board of Governors of the Federal Reserve System applies In connection with the extension of the Indebtedness and the execution of this Guaranty, the spouse who is deemed not to be the "applicant for credit" for purposes of such regulation (the "Non-Applicant Spouse ") shell be personally liable under this Guaranty only with respect to assets held jointly as of the date hereof or hereafter acquired, and the lien of any judgment, order or other relief against the Non - Applicant Spouse shall be limited thereto: Nothing herein, however, shall limit the Lender's rights against any person, firm or entity other than the Non - Applicant Spouse. I AUTHORIZATION TO OBTAIN CREDIT REPORTS. If the Guarantor is /are an Individual(s), by signing below, the undersigned individual(y), provides written authorization to Lender or its designee (and any assignee or potential assignee hereof) to obtain his/her /their personal credit I I profilels) from one or more national credit bureaus. Such authorization shall extend to obtaining a credit profiles) In considering any extension of credit to the Borrower or the Guarantor and subsequently for the purposes of update, renewal or extension of such credit or additional credit and for reviewing or collecting the resulting account. A photocopy or facsimile copy of this authorization shell be valid as the original. By signature below, I /we affirm my /our Identity as the respective individual /s Identified in this Guaranty. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used In this Guaranty. Unless Specifically i stated to the contrary, all references to dollar amounts shall mean amounts In lawful money of the United States of America. Words and terms used in the singular shall Include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise defined in this Guaranty shall have the meanings attributed to such terms in the Uniform Commercial Code: Borrower. The word "Borrower" means S.A. MOYER TRANSPORT, INC. and Includes all co- signers and co- makers signing the Note. Guarantor. The word "Guarantor' means each and every person or entity signing this Guaranty, including without limitation SCOTT MOYER. Guaranty. The word "Guaranty" means the guaranty from Guarantor to Lender, Including without limitation a guaranty of all or part of the Note. Borrower's indebtedness to Lender as more particularly described in this Guaranty. Indebtedness. The word "Indebtedness" means the Indebtedness evidenced by the Note, or Related Documents, Including all principal and Interest together with all other indebtedness and costs and expenses for which Borrower is responsible under this Guaranty or under any of the Related Documents. in addition, the word "Indebtedness" includes oil other obligations, debts and liabilities, plus interest thereon, of Borrower, or any one or more of them, to Lender, as well as all claims by Lender against Borrower, or any one or more of them, whether existing now or later; whether they are voluntary or Involuntary, due or not due, direct or Indirect, absolute or contingent, liquidated or unliquldated; whether Borrower may be liable individually or Jointly with others; whether Borrower may be obligated as a guarantor, surety, I party or otherwise; whether recovery upon indebtedness may be or hereafter may become barred by any statute of i limitations; and whether such Indebtedness may be or hereafter may become otherwise unenforceable. Lender. The word "Lender" means PNC Bank, National Association, its successors and assigns. Note. The word 'Note" means the promissory note dated November 1, 2005, in the original principal amount of 8100,000.00 from Borrower to Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the promissory note or agreement. COMMERCIAL GUARANTY Loan No. 1111111111116026 (Continued) Page 4 Related Documents. The words "Related Documents' mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness.. CONFESSION OF JUDGEMENT, THE GUARANTOR HEREBY EMPOWERS ANY ATTORNEY OF ANY COURT OF RECORD, AFTER THE OCCURRENCE OF ANY EVENT OF DEFAULT HEREUNDER, TO APPEAR FOR THE GUARANTOR AND, WITH OR WITHOUT COMPLAINT FILED, CONFESS JUDGMENT, OR A SERIES OF JUDGMENTS, AGAINST THE GUARANTOR IN FAVOR OF LENDER OR ANY HOLDER HEREOF FOR THE ENTIRE PRINCIPAL BALANCE OF THIS GUARANTY, ALL ACCRUED INTEREST AND ALL OTHER AMOUNTS DUE HEREUNDER, TOGETHER WITH COSTS OF SUIT AND AN ATTORNEY'S COMMISSION OF THE GREATER OF 10% OF SUCH PRINCIPAL AND INTEREST OR $1,000 ADDED AS A REASONABLE ATTORNEY'S FEE, AND FOR DOING SO, THIS NOTE OR A COPY VERIFIED BY AFFIDAVIT SHALL BE A SUFFICIENT WARRANT. THE GUARANTOR HEREBY FOREVER WAIVES AND RELEASES ALL ERRORS IN SAID PROCEEDINGS AND ALL RIGHTS OF APPEAL AND ALL RELIEF FROM ANY AND ALL APPRAISEMENT, STAY OR EXEMPTION LAWS OF ANY STATE NOW IN FORCE OR HEREAFTER ENACTED. INTEREST ON ANY SUCH JUDGMENT SHALL ACCRUE AT THE DEFAULT RATE. I NO SINGLE EXERCISE OF THE FOREGOING POWER TO CONFESS JUDGMENT, OR A SERIES OF JUDGMENTS. SHALL BE DEEMED TO i BUT THE POWER SHALL CONTINUE UNDIMINISHED AND IT MAY BE EXERCISED FROM TIME TO TIME AS OFTENAAS�LEN OR VD, DER SHALL ELECT UNTIL SUCH TIME AS LENDER SHALL HAVE RECEIVED PAYMENT IN FULL OF THE DEBT, INTEREST AND COSTS. NOTWITHSTANDING THE ATTORNEY'S COMMISSION PROVIDED FOR IN THE PRECEDING PARAGRAPH (WHICH IS INCLUDED IN THE WARRANT FOR PURPOSES OF ESTABLISHING A SUM CERTAINI, THE AMOUNT OF ATTORNEYS' FEES THAT LENDER MAY RECOVER FROM THE GUARANTOR SHALL NOT EXCEED THE ACTUAL ATTORNEYS' FEES INCURRED BY LENDER. i GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS COMMERCIAL GUARANTY AND GUARANTOR AGREES TO ITS TERMS. THIS COMMERCIAL GUARANTY 19 DATED NOVEMBER 1, 2008. THIS GUARANTY IS GIVEN UNDER SEAL AND IT 1S INTENDED THAT THIS GUARANTY IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. GUARANTOR: X DYER U077 M0 L—Mp, Vw. 0.71.00.00s cow. rai.m Fi—M hMbn. Oro. 1771. 7000. N Ryn, AM . • /A L. Tritun00 m! VERIFICATION The undersigned does hereby verif subject to the penalties of 18 PA. C.S. 4904 relating to unswom falsifications t authorities, that he/she is (NAME) - P (TITLE) plaintiff (COMPANY) herein, that he/she is duly authorized to make this verification, and that the facts set forth in the foregoing Complaint in Civil Action are true and correct to the best of his/her knowledge, information and belief (SIGNATURE) WWR# 20002893 SHERIFF'S OFFICE OF CUMBERLAND COUNTY RonnyRAnderson Sheriff f!" i L p,�D 1jop 40TAl Jody S Smith Chief Deputy ,g Richard W Stewart .`.- C:1MBERLAt4D C:DBTY Solicitor OFFICEi OF TKI 44:RIt.9 PLENNSYt_VAMA PNC Bank, N.A. vs. Case Number S.A. Moyer Transport, Inc. (et al.) 2013-2340 SHERIFF'S RETURN OF SERVICE 04/30/2013 Sheriff Ronny R Anderson, being duly sworn according to law, states he made diligent search and inquiry for the within named Defendant to wit: Scott A Moyer, but was unable to locate the Defendant in the Sheriffs bailiwick.The Sheriff therefore deputizes the Sheriff of York, Pennsylvania to serve the within Complaint& Notice according to law. 05/24/2013 09:24 AM-The requested Complaint& Notice served by the Sheriff of York County upon Scott A Moyer, personally, at 970 Pleasant Grove Road, York Haven, PA 17370. Richard P. Keuerleber, Sheriff, Return of Service attached to and made part of the within record. 05/30/2013 Ronny R Anderson, Sheriff, being duly sworn according to law, states he made diligent search and inquiry for the within named Defendant to wit: S.A. Moyer Transport, Inc., but was unable to locate the Defendant in his bailiwick. The Sheriff therefore returns the within requested Complaint&Notice as"Not Found"at 6344 Benington Road, Hampden Township, Mechanicsburg, PA 17050. Per the current resident, D. James the defendant is believed to be residing in Dillsburg. SHERIFF COST: $86.90 SO ANSWERS, 4Z x2�� May 31, 2013 RbNW R ANDERSON, SHERIFF (c)CountySuite Sheriff,Toleosoft,Inc. SHERIFF'S OFFICE OF YORK COUNTY Richard P Keuerleber PETER J.MANGAN, ESQ. Sheriff Solicitor Reuben B Zeager Richard E Rice, II Chief Deputy, Operations Chief Deputy,Administration PNC BANK, N.A. vs. Case Number S.A. MOYER TRANSPORT, INC. (et al.) 13-2340 CIVIL SHERIFF'S RETURN OF SERVICE 05/10/2013 09:24 AM-DEPUTY TAYLOR ECK, BEING DULY SWORN ACCORDING TO LAW, SERVED THE REQUESTED COMPLAINT IN CIVIL ACTION (CICA) BY"PERSONALLY" HANDING A TRUE COPY TO A PERSON REPRESENTING THEMSELVES TO BE THE DEFENDANT, TO WIT: SCOTT A. MOYER AT 970 PLEASANT GROVE ROAD, YORK HAVEN, PA 17370. TAYLOR E K, DEPUTY SHERIFF COST $38.26 SO RS, May 16, 2013 RICH RD P KEUERLEBER, SHERIFF COMMONWEALTH OF PENNSYLVANIA Notarial Seal Shelia E.Cook,Notary public City of York,York County MY Commission Exoires Feb.1,2017 MEMBER,PENNSYLVANIA ASSOCiA710N OF NOTARIES - ------------------------------------------------------------------------------------------------------------------------------------------ NOTARY Affirmed and subscribed to before me this 16TH day of MAY 2013 (c)CountySuite Sheriff,Teleosoft,Inc. WELTMAN,WEINBERG & REIS CO.,L.P.A. BY: James P. Valecko, Esquire Attorney for Plaintiff(s) I.D. No. 79596 436 Seventh Avenue 1400 Koppers Building Pittsburgh, PA 15219 c Phone: (412) 434-7955 -0 c_ :xi Fax: (412) 338-7130 File#.20002893 JPV/TIC ru —, -� C' PNC BANK,N.A. Cumberland County yam—� ro 4= Court of Common Pleas VS. -C C, <. No.: 13-2340 CIVIL S.A: MOYER TRANPSPORT, INC. and SCOTT A. MOYER as Personal Guarantor PRAECIPE TO DISMISS WITH PREJUDICE TO THE PROTHONOTARY: Kindly dismiss the above matter with prejudice. WELTMAN, WEINBERG& REIS CO., L.P.A. By James P. V ecko, Esquire Attorney f Plaintiff 111111 IIIII IIIII IIII 111111 IIIII IIIII IIIII IIIII IIIII IIIII IIII IIII