HomeMy WebLinkAbout13-3538 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA
CIVIL ACTION — LAW
MAGNOLIA PORTFOLIO, LLC as NO.
ASSIGNEE OF ORRSTOWN BANK
VS.
DWIGHT L. MARTIN and
JOANNE S. MARTIN
ENTRY OF APPEARANCE CONFESSION
OF JUDGMENT
Pursuant to the authority contained in the Promissory Note dated June 6, 2009, a copy of
which is attached to the Complaint in Confession of Judgment filed in this action, I appear for
the Defendant and confess judgment in favor of Plaintiff, Magnolia Portfolio, as successor to
Orrstown Bank, and against Defendants, Dwight L. Martin and Joanne S. Martin.
Principal Balance $2,321,412.83
Interest to June 12, 2013 $ 87,762.29
Late Charges $ 117,977.76
Attorneys' fees of 5% $ 116,442.24
TOTAL DUE $2,643,223.30
Dilworth Paxson LLP
By:
Eli abeth Goldstein, Esquire
Attorney for Plaintiff
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108907073
IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA
CIVIL ACTION — LAW
MAGNOLIA PORTFOLIO, LLC as NO. /3 3 G�
ASSIGNEE OF ORRSTOWN BANK
VS.
DWIGHT L. MARTIN and
JOANNE S. MARTIN
COMPLAINT IN CONFESSION OF JUDGMENT
Plaintiff files this Complaint pursuant to Pennsylvania Rule of Civil Procedure 2951(b)
for judgment by confession and avers the following:
1. Plaintiff is Magnolia Portfolio, LLC ( "Magnolia "), assignee of Orrstown Bank,
with an office located at 4675 MacArthur Court, Suite 1550, Newport Beach, CA 92660.
2. Defendant are Dwight L. Martin and Joanne S. Martin, adult individuals whose
last known address is 18321 Dry Run Road, Spring Run, Franklin County, Pennsylvania 17262.
3. Defendants, Mr. and Mrs. Martin, for good and valuable consideration, made and
executed in favor of Orrstown Bank, a Promissory Note dated June 6, 2007 in the principal
amount of $2,400,000. A true and correct copy of said Promissory Note is attached hereto as
Exhibit "A" and made a part hereof.
4. The June 6, 2007 Promissory Note was amended by Change in Terms
Agreements dated March 31, 2008; December 6, 2008; December 6, 2009; and October 24,
2011. True and correct copies of the change in terms agreements are attached hereto as Exhibits
B, C, D, and E and incorporated by reference.
5. The Promissory Note and the Change in Terms Agreements shall herein after be
referred to as "the Note."
6. The Note matured on December 6, 2012 and has not been repaid.
108907073
7. By virtue of an assignment on or about February 1, 2013, Magnolia is the
assignee of the rights of Orrstown under the Note and related documents.
8. Defendants, Mr. and Mrs. Martin owe Plaintiff, Magnolia the following under the
terms of the Promissory Note:
Principal Balance $2,321,412.83
Interest to June 12, 2013 $ 87,762.29
Late Charges $ 117,977.76
Attorneys' fees of 5% $ 116,070.64
Total Due $2,643,223.30
9. Per diem interest accrues on the date at the rate of $403.02.
10. The Note is in default for Defendants' failure to pay principal and interest when
due and owing.
11. Judgment has not previously been entered on said in any jurisdiction.
12. Judgment is not being entered by confession against a natural person in
connection with a consumer credit transaction.
WHEREFORE, Plaintiff, Magnolia demands judgment against Defendants, Dwight L.
Martin and Joanne S. Martin in the amount of $2,643,223.30.
Dilworth Paxson, LLP
By:
Eliza Seth Goldstein, Esquire
Martin J. Weis, Esquire
Dilworth Paxson LLP
112 Market St., Suite 800
Harrisburg, PA 17101
10890707_3
Exhibit "A"
PROMISSORY NOTE
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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: Dwight L. Martin ISSN:
ORCHARD DRIVE OFFICE
18321 Dry Run Road 77 EAST KING STREET
Spring Run, PA 17262 P 0 BOX 250
SHIPPENSBURG, PA 17257
Principal Amount: $2,400,000.00 Interest Rate: 7.500% Date of Note: June 6, 2007
Maturity Date: December 6, 2008
PROMISE TO PAY. Dwight L. Martin and Joanne S. Martin ( "Borrower ") Jointly and severally promise to pay to ORRSTOWN BANK 1 "Lender"),
or order, in lawful money of the United States of America, the principal amount of Two Million Four Hundred Thousand & 00/100 Dollars
($2,400,000.00) or so much as may be outstanding, together with interest at the rate of 7.500% per annum on the unpaid outstanding
principal balance of each advance. Interest shah be calculated from the date of each advance until repayment of each advance. The interest
rate may change under the terms and conditions of the "INTEREST AFTER DEFAULT" section.
PAYMENT. Borrower will pay this loan in full immediately upon Lender's demand. If no demand is made, Borrower will pay this loan in one
payment of all outstanding principal plus all accrued unpaid interest on December 6, 2008. In addition, Borrower YOU pay regular monthly
payments of all accrued unpaid Interest due as of each payment date, beginning July 6, 2007, with all subsequent interest payments to be due
on the same day of each month after that. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued
unpaid interest; then to principal; then to any late charges; and then to any unpaid collection costs. The annual interest rate for this Note is
computed on a 365/360 basis; that is, by applying the ratio of the annual interest rate over a year of 360 days, 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 Lender may designate in writing.
PREPAYMENT. Borrower agrees that all loan fees and other prepaid finance charges are earned fully as of the date of the loan and will not be
subject to refund upon early payment (whether voluntary or as a result of default), except as otherwise required by law. Except for the
foregoing, Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments 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: ORRSTOWN BANK, 77 EAST KING
STREET, P.O. BOX 250 SHIPPENSBURG, PA 17257.
LATE CHARGE. If a payment is 16 days or more late, Borrower will be charged 5.000% of the regularly scheduled payment or $50.00,
whichever Is greater.
INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, the interest rate on this Note shall be increased by 3.000
percentage points. If judgment Is entered in connection with this Note, Interest will continue to accrue after the date of judgment at the rate in
effect at the time judgment is entered. However, in no event will the interest rate exceed the maximum interest rate limitations under applicable
law.
DEFAULT. Each of the following shall constitute an event of default ( "Event of Default ") under this Note:
Payment Default. Borrower falls to make any payment when due under this Note.
Other Defaults. Borrower 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.
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.
Death or insolvency. The death of Borrower or 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.
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, endorser, surety, or accommodation party
of any of the indebtedness or any guarantor, endorser, surety, or accommodation party dies or becomes incompetent, or revokes or
disputes the validity of, or liability under, any guaranty of the Indebtedness evidenced by this Note. In the event of a death, Lender, at its
option, may, but shall not be required to, permit the guarantor's estate to assume unconditionally the obligations arising under the guaranty
in a manner satisfactory to Lender, and, in doing so, cure any Event of Default.
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.
Cure Provisions. If any default, other than a default in payment is curable and if Borrower has not been given a notice of a breach of the
some provision of this Note within the preceding twelve (12) -months, it may be cured if Borrower, after receiving written notice from
PROMISSORY NOTE '
Loan No: 26444706002 (Continued) Page 2
Lender demanding cure of such default: (1) cures the default within fifteen (16) days; or (2) if the cure requires more than fifteen 06)
days, immediately initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter
continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical.
LENDER'S RIGHTS. Upon default, Lender may, after giving such notices as required by applicable law, declare the entire unpaid principal
balance under this Note and all accrued unpaid interest immediately due, and then Borrower will pay that amount.
ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone 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' fees, expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay
or injunction), and appeals. If not prohibited by applicable law, Borrower also will pay any court costs, in addition to all other sums provided by
law.
JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either Lender
or Borrower against the other.
DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $20.00 If Borrower makes a payment on Borrower's loan and the check or
preauthorized charge with which Borrower pays is later dishonored.
RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower's accounts with Lender (whether
checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may
open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by
law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all 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.
COLLATERAL. Borrower acknowledges this Note is secured by the following collateral described in the security instrument listed herein: a
Mortgage dated June 6, 2007, to Lender on real property located In Cumberland County, Commonwealth of Pennsylvania.
PROPERTY INSURANCE. Borrower understands that Borrower is required to obtain insurance for the collateral securing this Note. Further
information concerning this requirement is set forth in the Mortgage.
LiNE OF CREDIT. This Note evidences a straight line of credit. Once the total amount of principal has been advanced, Borrower is not entitled
to further loan advances. Advances under this Note, as well as directions for payment from Borrower's accounts, may be requested orally or In
writing by Borrower or by an authorized person. Lender may, but need not, require that all oral requests be confirmed in writing. 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.
FINANCIAL INFORMATION. The Borrower agrees to provide the Lender with Federal Tax Returns and /or CPA prepared Financial Statements and
any other financial information, required by the Lender's Original Commitment Letter to the Borrower, on an annual basis. If the Lender does not
receive the required financial information within two hundred seventy (270) days of the Borrower's fiscal year end, the Lender has the right to
increase the interest rate charged on this Note by 0.26 %. The Borrower shall receive written notification ten (10) days prior to the Lender
increasing the interest rate charged on this Note.
OVERDRAFT PROTECTION. You may obtain credit advances under your Credit Line by writing a check on your checking account(s)
with us in excess of the available collected balance in the account(s). .
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.
NOTIFY US OF INACCURATE INFORMATION WE REPORT TO CONSUMER REPORTING AGENCIES. Please notify us if we report any inaccurate
information about your account(s) to a consumer reporting agency. Your written notice describing the specific inaccuracy(ies) should be sent to
us at the following address: ORRSTOWN BANK 77 EAST KING STREET P.O. BOX 260 SHIPPENSBURG, PA 17267.
GENERAL PROVISIONS. This Note is payable on demand. The inclusion of specific default provisions or rights of Lender shall not preclude
Lender's right to declare payment of this Note on its demand. If any part of this Note cannot be enforced, this fact will not affect the rest of the
Note. Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them. Each Borrower understands and
agrees that, with or without notice to Borrower, Lender may with respect to any other Borrower (a) make one or more additional secured or
unsecured loans or otherwise extend additional credit; (b) alter, compromise, renew, extend, accelerate, or otherwise change one or more times
the time for payment or other terms of any indebtedness, including increases and decreases of the rate of interest on the Indebtedness; (c)
exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any security, with or without the substitution of new collateral;
(d) apply such security and direct the order or manner of sale thereof, including without limitation, any non - judicial sale permitted by the terms
of the controlling security agreements, as Lender in its discretion may determine; (e) 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; and (f) determine how,
when and what application of payments and credits shall be made on any other indebtedness owing by such other Borrower. 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, fall to realize upon or perfect Lender's
security interest In the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone. All such
parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification
is made. The obligations under this Note are joint and several. If 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 JUDGMENT. BORROWER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE
PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME
FOR BORROWER AFTER A DEFAULT UNDER THIS NOTE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT
AGAINST BORROWER FOR THE ENTIRE PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED INTEREST, LATE CHARGES AND ANY AND
ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THIS NOTE, TOGETHER WITH COSTS'
OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10 %) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR
COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS 1$600) ON WHICH JUDGMENT OR JUDGMENTS ONE OR
MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS NOTE OR A COPY OF THIS NOTE VERIFIED BY AFFIDAVIT SHALL
BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS NOTE TO CONFESS JUDGMENT AGAINST BORROWER SHALL NOT BE
EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN
i
PROMISSORY NOTE
Loan No: 26444706002 (Continued) Page 3
FULL OF ALL AMOUNTS DUE UNDER THIS NOTE. BORROWER HEREBY WAIVES ANY RIGHT BORROWER MAY HAVE TO NOTICE OR TO A
HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER
SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO BORROWER'S ATTENTION OR BORROWER HAS BEEN
REPRESENTED BY INDEPENDENT LEGAL COUNSEL.
PRIOR TO SIGNING THIS NOTE, EACH BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE. EACH BORROWER
AGREES TO THE TERMS OF THE NOTE.
BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.
THIS NOTE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS NOTE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A
SEALED INSTRUMENT ACCORDING TO LAW.
BORRO
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Exhibit "B"
CHANGE IN TERMS AGREEMEO
References in the boxes above are for Lender's use only * arwd do not limit the applicability of this document to any particular loan or item. .
Any Item above contatntng " has been omitted due to text length limitations.
BOrroWer: Dwight L. Marvin Lender: ORRSTOWN BANK
Joanne S. Martin ORCHARD DRIVE OFFICE
18321 Dry Run Road 77 EAST KING STREET
Spring Run, PA 17262 P 0 BOX 250
SHIPPENSBURG,PA 17257
Principal Amount: $2,400,000.00 Initial Rate: 5.250% Date of Agreement: March 31, 2008
Maturity Date: December 6, 2006
DESCRIPTION OF EXISTING INDEBTEDNESS. A Promissory Note dated June 6, 2007 in the original amount of $2,400,000.00.
DESCRIPTION OF COLLATERAL. A Mortgage dated June 6, 2007, Recorded June 7, 2007 in the Cumberland County Recorder of Deeds Office,
Book 1995, Page 0987.
DESCRIPTION OF CHANGE IN TERMS. Modify interest rate to be Wall Street Journal Prime to float, with a collar of 5.00% and 7.00%. All
other terms and conditions remain unchanged.
CONTINUING VALIDITY. Except as expressly changed by this Agreement, the terms of the original obligation or obligations, including all
agreements evidenced or securing the obligation(s), remain unchanged and In full force and effect. Consent by Lender to this Agreement does
not waive Lender's right to strict performance of the obligation(s) as changed, nor obligate Lender to make any future change In terms. Nothing
in this Agreement will constitute a satisfaction of the obligation(s). It is the intention of Lender to retain as liable parties all makers and
endorsers of the original obligation(s), including accommodation parties, unless a party is expressly released by Lender in writing. Any maker or
endorser, Including accommodation makers, will not be released by virtue of this Agreement. If any person who signed the original obligation
does not sign this Agreement below, then all persons signing below acknowledge that this Agreement is given conditionally, based on the
representation to Lender that the non- signing party consents to the changes and provisions of this Agreement or otherwise will not be released
by it. This waiver applies not only to any Initial extension, modification or release, but also to all such subsequent actions.
THIS AGREEMENT IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS AGREEMENT IS AND SHALL CONSTITUTE AND HAVE THE
EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW.
PRIOR TO SIGNING THIS AGREEMENT, EACH BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT. EACH
BORROWER AGREES TO THE TERMS OF THE AGREEMENT.
BOR ER:
: S
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Exhibit "C"
*;HANGE IN TERMS AGREEP*T
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References in the boxes above 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: Dwight L. Martin Lender ORRSTOWN BANK
Joanne S. Martin ORCHARD DRIVE OFFICE
18321 Dry Run Road 77 EAST KING STREET
Spring Run. PA 17262 P O BOX 250
SHIPPENSBURG, PA 17257
Principal Amount: $2.400,000.00 Date of Agreement: December 6, 2008
Maturity Date: December 6. 2009
DESCRIPTION OF EXISTING INDEBTEDNESS. A Promissory Note dated June 6. 2007 in the original amount of $2.400.000.00.
DESCRIPTION OF COLLATERAL. A Mortgage dated June 6. 2007. Recorded June 7, 2007 in the Cumberland County Recorder of Deeds Office.
Book 1995. Page 0987.
DESCRIPTION OF CHANGE IN TERMS. Extend the maturity date an additional 12 months. Modify rate to reflect a 5.00% floor. All other terms
and conditions remain unchanged.
PROMISE TO PAY. Dwight L. Martin and Joanne S. Martin ( "Borrower ") jointly and severally promise to pay to ORRSTOWN BANK ( "Lender ").
or order. in lawful money of the United States of America. the principal amount of Two Million Four Hundred Thousand & 00/100 Dollars
($2,400,000.00), together with interest on the unpaid principal balance from December 6. 2008. until paid in full.
PAYMENT. Borrower will pay this loan in full immediately upon Lender's demand. If no demand is made. Borrower will pay this loan in one
principal payment of $2.400,000.00 plus interest on December 6. 2009. This payment due on December 6. 2009. will be for all principal and
all accrued interest not yet paid. In addition, Borrower will pay regular monthly payments of a!1 accrued unpaid interest due as of each payment
date. beginning January 6. 2009. with all subsequent interest payments to be due on the same day of each month after that. Unless otherwise
agreed or required by applicable law. payments will be applied first to any accrued unpaid interest: then to principal: then to any late charges:
and then to any unpaid collection costs. Borrower will pay Lender at Lender's address shown above or at such other place as Lender may
designate In writing.
VARIABLE INTEREST RATE. The interest rate on this loan is subject to change from time to time based on changes in an independent index
which is the Wall Street Prime (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 notifying Borrower. Lender will tell Borrower the current
Index rate upon Borrower's request. The interest rate change will not occur more often than -each day. Borrower understands that Lender may
make loans based on other rates as well. The Index currently is 3.250% per annum. The interest rate to be applied to the unpaid principal
balance of this loan will be calculated as described In the "INTEREST CALCULATION METHOD" paragraph using a rate equal to the Index.
adjusted if necessary for any minimum and maximum rate limitations described below, resulting In an initial rate of 5.000% per annum based on
a year of 360 days. NOTICE: Under no circumstances will the interest rate on this loan be less than 5.000% per annum or more than the
maximum rate allowed by applicable law.
INTEREST CALCULATION METHOD. Interest on this loan is computed on a 3651360 basis: that is. by applying the ratio of the interest rate over
a year of 360 days. multiplied by the outstanding principal balance. multiplied by the actual number of days the principal balance is outstanding.
All interest payable under this loan is computed using this method.
PREPAYMENT. Borrower may pay without penalty all 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 under the payment schedule. 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 Agreement, 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: ORRSTOWN BANK. 77 EAST
KING STREET. P.O. BOX 250 SHIPPENSBURG. PA 17257.
LATE CHARGE. If a payment is 16 days or more late. Borrower will be charged 5.000% of the regularly scheduled payment or $50.00.
whichever is greater.
INTEREST AFTER DEFAULT, Upon default, including failure to pay upon final maturity, the interest rate on this loan shall be increased by adding
a 3.000 percentage point margin ( "Default Rate Margin "). The Default Rate Margin shall also apply to each succeeding interest rate change that
would have applied had there been no default. If judgment is entered in connection with this Agreement. interest will continue to accrue after
the date of judgment at the rate in effect at the time judgment is entered. However, in no event will the interest rate exceed the maximum
interest rate limitations under applicable law.
DEFAULT. Each of the following shall constitute an Event of Default under this Agreement:
Payment Default. Borrower fails to make any payment when due under the Indebtedness.
Other Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Agreement
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.
False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this
Agreement 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.
Death or Insolvency. The death of Borrower or 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 proceed!ngs, whether by judicial proceeding, self -help.
repossession or any other method, by any creditor of Borrower or by any government
Indebtedness. This includes a garnishment of any of Borrower's accounts. including de al agency against any collateral securing the
posit accounts, with Lender. However, this Ev�f�'
ANGE IN TERMS AGREEMENT
Loan No: 26444706002 (Continued) Page 2
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, endorser, surety, or accommodation party
of any of the Indebtedness or any guarantor, endorser, surety, or accommodation party dies or becomes incompetent, or revokes or
disputes the validity of, or liability under, any Guaranty of the Indebtedness evidenced by this Note.
Adverse Change. A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or
performance of the Indebtedness is impaired.
Insecurity. Lender in good faith believes itself insecure.
Cure Provisions. If any default, other than a default in payment is curable and if Borrower has not been given a notice of a breach of the
same provision of this Agreement within the preceding twelve (12) months, it may be cured if Borrower, after receiving written notice from
Lender demanding cure of such default: (1) cures the default within fifteen (15) days; or (2) if the cure requires more than fifteen (15)
days, Immediately initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter
continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical.
LENDER'S RIGHTS. Upon default, Lender may, after giving such notices as required by applicable law, declare the entire unpaid principal
balance under this Agreement and all accrued unpaid interest immediately due, and then Borrower will pay that amount.
ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect this Agreement if Borrower does not pay. Borrower will
pay Lender that amount. This includes, subject to. any limits under applicable law, Lender's reasonable attorneys' fees and Lender's legal
expenses, whether or not there is a lawsuit, including reasonable attorneys' fees, expenses for bankruptcy proceedings (including efforts to
modify or vacate any automatic stay or injunction), and appeals. if not prohibited by applicable law, Borrower also will pay any court costs, in
addition to all other sums provided by law.
JURY WAIVER. Lander and Borrower hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either Lender
or Borrower against the other.
DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $20.00 if Borrower makes a payment on Borrower's loan and the check or
preauthorized charge with which Borrower pays is later dishonored.
RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of.setoff in ail Borrowers accounts with Lender (whether
checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may
open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by
law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all 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.
COLLATERAL. Borrower acknowledges this Agreement is secured by the following collateral described in the security instrument listed herein: a
Mortgage to Lender on real property "ted In Cumberland County, Commonwealth of Pennsylvania.
PROPERTY INSURANCE. Borrower understands that Borrower is required to obtain Insurance for the collateral securing this Agreement. Further
information concerning this requirement is set forth in the Mortgage.
CONTINUING VALIDITY. Except as expressly changed by this Agreement, the terms of the original obligation or obligations, including all
agreements evidenced or securing the obligation(s), remain unchanged and in full force and effect. Consent by Lender to this Agreement does
not waive Lender's right to strict performance of the obligation(s) as changed, nor obligate Lender to make any future change in terms. Nothing
in this Agreement will constitute a satisfaction of the obligation(s). It is the intention of Lender to retain as liable parties all makers and
endorsers of the original obligation(s), including accommodation parties, unless a party is expressly released by Lender in writing. Any maker or
endorser, Including accommodation makers, will not be released by virtue of this Agreement. If any person who signed the original obligation
does not sign this Agreement below, then all persons signing below acknowledge that this Agreement is given conditionally, based on the
representation to Lender that the non-signing party consents to the changes and provisions of this Agreement or otherwise will not be released
by it. This waiver applies not only to any initial extension, modification or release, but also to all such subsequent actions.
SUCCESSOR INTERESTS. The terms of this Agreement shalt be binding upon Borrower, and upon Borrower's heirs, personal representatives,
successors, and assigns, and shall be enforceable by Lender and its successors and assigns.
NOTIFY US OF INACCURATE INFORMATION WE REPORT TO CONSUMER REPORTING AGENCIES. Please notify us if we report any inaccurate
Information about your account(s) to a consumer reporting agency. Your written notice describing the specific Inaccuracy(ies) should be sent to
us at the following address: ORRSTOWN BANK 77 EAST KING STREET P.O. BOX 250 SHIPPENSBURG, PA 17257.
MISCELLANEOUS PROVISIONS. This Agreement is payable on demand. The inclusion of specific default provisions or rights of Lender shall not
preclude Lender's right to declare payment of this Agreement on its demand. if any part of this Agreement cannot be enforced, this fact will not
affect the rest of the Agreement. Lender may delay or forgo enforcing any of its rights or remedies under this Agreement without losing them.
Each Borrower understands and agrees that, with or without notice to Borrower, Lender may with respect to any other Borrower (a) make one
or more additional secured or unsecured loans or otherwise extend additional credit; (b) alter, compromise, renew, extend, accelerate, or
otherwise change one or more times the time for payment or other terms of any indebtedness, including Increases and decreases of the rate of
interest on the indebtedness; (c) exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any security, with or without
the substitution of new collateral; (d) apply such security and direct the order or manner of sale thereof, including without limitation, any
non - judicial sale permitted by the terms of the controlling security agreements, as Lender in Its discretion may determine; (e) 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; and (f) determine how, when and what application of payments and credits shall be made on any other indebtedness owing by such
other Borrower. Borrower and any other person who signs, guarantees or endorses this Agreement, to the extent allowed by law, waive
presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this Agreement, and unless otherwise expressly
stated in writing, no party who signs this Agreement, whether as maker, guarantor, accommodation maker or endorser, shall be released from
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; and take any other action deemed
necessary by Lender without the consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the
consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Agreement are joint and
several. If any portion of this Agreement is for any reason determined to be unenforceable, it will not affect the enforceability of any other
provisions of this Agreement.
r '
CHANGE IN TERMS AGREEME4
4oan�No: 26444706002 (Continued) Page 3
CONFESSION OF JUDGMENT. BORROWER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE
PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME
FOR BORROWER AFTER A DEFAULT UNDER THIS AGREEMENT AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER
JUDGMENT AGAINST BORROWER FOR THE ENTIRE PRINCIPAL BALANCE OF THIS AGREEMENT AND ALL ACCRUED INTEREST, LATE
CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THE
INDEBTEDNESS, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10 %) OF THE UNPAID
PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS ($500)
ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS AGREEMENT
OR A COPY OF THIS AGREEMENT VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS
AGREEMENT TO CONFESS JUDGMENT AGAINST BORROWER SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT
SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS AGREEMENT.
BORROWER HEREBY WAIVES ANY RIGHT BORROWER MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH
CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF
JUDGMENT PROVISION TO BORROWER'S ATTENTION OR BORROWER HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL.
PRIOR TO SIGNING THIS AGREEMENT, EACH BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT,
INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. EACH BORROWER AGREES TO THE TERMS OF THE AGREEMENT.
THIS AGREEMENT IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS AGREEMENT IS AND SHALL CONSTITUTE AND HAVE
EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW.
BORRO
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Exhibit "D"
C NGE IN TERMS AGREEMEl1
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References In the boxes above 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: Dwight L. Martin Lender: ORRSTOWN BANK
Joanne S. Martin ORCHARD DRIVE OFFICE
18321 Dry Run Road 77 EAST KING STREET
Spring Run, PA 17262 P 0 BOX 250
SHIPPENSBURG,PA 17257
Principal Amount: $2,400,000.00 Date of Agreement: December 6, 2009
Maturity Date: December 6, 2012
DESCRIPTION OF EXISTING INDEBTEDNESS. A Promissory Note dated June 6, 2007 In the original amount of $2,400,000.00.
DESCRIPTION OF COLLATERAL. A Mortgage dated June 6, 2007, Recorded June 7, 2007 in the Cumberland County Recorder of Deeds Office,
Book 1995, Page 0987 and a Mortgage on 216 Roxbury Road, Shippensburg, PA 17257, 19 Lurgan Avenue, Shippensburg, PA 17257, 5048
Brywill Circle, Sarasota, FL 34234, and 6255 Lane Road, Sarasota, FL 34234.
DESCRIPTION OF CHANGE IN TERMS. Extend the maturity date an additional 36 months. Modify rate to reflect a 4.25% floor for 18 months
and a 5.00% floor thereafter. Add the following properties as collateral: 216 Roxbury Road, Shippensburg, PA 17257, 19 Lurgan Avenue,
Shippensburg, PA 17257, 5048 Brywlll Circle, Sarasota, FL 34234, and 6255 Lane Road, Sarasota, FL 34234. All other terms and conditions
remain unchanged.
PROMISE TO PAY. Dwight L. Martin and Joanne S. Martin ( "Borrower ") jointly and severally promise to pay to ORRSTOWN BANK ( "Lender "),
or order, in lawful money of the United States of America, the principal amount of Two Million Four Hundred Thousand & 00 /100 Dollars
($2,400,000.00), together with interest on the unpaid principal balance from December 6, 2009, until paid In full.
PAYMENT. Borrower will pay this loan in full immediately upon Lender's demand. If no demand is made, Borrower will pay this loan In one
principal payment of $2,400,000.00 plus interest on December 6, 2012. This payment due on December 6, 2012, will be for all principal and
all accrued Interest not yet paid. In addition, Borrower will pay regular monthly payments of all accrued unpaid interest due as of each
date, beginning January 6, 2010, with all subsequent interest payments to be due on the same day of each month after that. Unless otherwise
agreed or required by applicable law, payments will be applied first to any accrued unpaid interest; then to principal; then to any late charges;
designate In writing.
and then to any unpaid collection costs. Borrower will pay Lender at Lender's address shown above or at such other place as Lender may
VARIABLE INTEREST RATE. The interest rate on this loan is subject to change from time to time based on changes in an independent index
which is the Wall Street Prime (the "Index "). The Index is not necessarily the lowest rate charged by Lender on its loans. If the Index become
n s
unavailable during the term of this loan, Lender may designate a substitute index after notifying Borrower. Lender will tell Borrower the current
Index rate upon Borrower's request. The interest rate change will not occur more often than each day. Borrower uderstands that tender may
make loans based on other rates as well The Index currently is 3.250% per annum. Interest on the unpaid principal balance of this loan will be
calculated as described in the "INTEREST CALCULATION METHOD" paragraph using a rate equal to the Index, adjusted If necessary for any
minimum and maximum rate limitations described below, resulting in an initial rate of 4.250% per annum based on a year of 360 days.
NOTICE: Under no circumstances will the interest rate on this loan be less than 4.250% per annum or more than the maximum rate allowed by
applicable law.
INTEREST CALCULATION METHOD. Interest on this loan is computed on a 365/360 basis; that is, by applying the ratio of the interest rate over
a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance Is ou
All Interest payable under this loan Is computed using this method. tstanding.
PREPAYMENT. Borrower may pay without penalty all 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 under the payment schedule. 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 Agreement, 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: Orrstown Bank, North Pointe
Operations Center, 2695 Philadelphia Avenue Chambersburg, PA 17201.
LATE CHARGE. If a payment is 16 days or more late, Borrower will be charged 5.000% of the regularly scheduled payment or $50.00,
whichever is greater.
INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, the interest rate on this loan shall be increased by adding
a 3.000 percentage point margin ( "Default Rate Margin "). The Default Rate Margin shall also apply to each succeeding interest rate change that
would have applied had there been no default. if judgment is entered in connection with this Agreement, interest will continue to accrue after
the date of judgment at the rate In effect at the time judgment is entered. However, in no event will the Interest rate exceed the maximum
interest rate limitations under applicable law.
DEFAULT. Each of the following shall constitute an Event of Default under this Agreement:
Payment Default. Borrower fails to make any payment when due under the Indebtedness.
Other Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained In this Agreement
or in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in any other 3i , �D
agreement between Lender and Borrower. _y
False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this ✓y'
Agreement 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. /
Death or Insolvency. The death of Borrower or the dissolution or termination of Borrower's existence as a going business, the insolvency 0
of Borrower, the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type o
creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower. ��
CHANGE IN TERMS AGREEME
Loan No: 26444706002 (Continued) Page 2
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
Indebtedness. 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, endorser, surety, or accommodation party
of any of the Indebtedness or any guarantor, endorser, surety, or accommodation party dies or becomes incompetent, or revokes or
disputes the validity of, or liability under, any Guaranty of the Indebtedness evidenced by this Note.
Adverse Change. A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or
performance of the Indebtedness is Impaired.
Insecurity. Lender in good faith believes itself Insecure.
Cure Provisions. If any default, other than a default in payment is curable and if Borrower has not been given a notice of a breach of the
same provision of this Agreement within the preceding twelve 112) months, It may be cured if Borrower, after Lender sends written notice
to Borrower demanding cure of such default: (1) cures the default within fifteen 05) days; or (2) if the cure requires more than fifteen
06) days, immediately initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter
continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical.
LENDER'S RIGHTS. Upon default, Lender may, after giving such notices as required by applicable law, declare the entire unpaid principal
balance under this Agreement and all accrued unpaid interest Immediately due, and then Borrower will pay that amount.
ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect this Agreement if Borrower does not pay. Borrower will
pay Lender that amount. This Includes, subject to any limits under applicable law, Lender's reasonable attorneys' fees and Lender's legal
expenses, whether or not there is a lawsuit, .Including reasonable attorneys' fees, expenses for bankruptcy proceedings (including efforts to
modify or vacate any automatic stay or injunction), and appeals. If not prohibited by applicable law, Borrower also will pay any court costs, in
addition to all other sums provided by law.
JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial In any action, proceeding, or counterclaim brought by either Lender
or Borrower against the other.
DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $20.00 if Borrower makes a payment on Borrower's loan and the check or
preauthorized charge with which Borrower pays Is later dishonored.
RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower's accounts with Lender (whether
checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may
open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by
law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all 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.
COLLATERAL. Borrower acknowledges this Agreement is secured by the following collateral described in the security instruments listed herein:
IA) a Mortgage dated December 6, 2009, to Lender on real property described as "Real Property located at 216 Roxbury Road,
Shippensburg, PA 17267" and located in Cumberland County, Commonwealth of Pennsylvania.
(B) a Mortgage dated December 6, 2009, to Lender on. real property described as "Real Property located at 19 Lurgan Avenue,
Shippensburg, PA 17257" and located in Franklin County, Commonwealth of Pennsylvania.
(C) a Mortgage dated December 6, 2009, to Lender on real property described as "Real Property located at 6048 Brywill Circle and 6256
Lane Road, Sarasota, FL 34234" and located In Sarasota County, State of Florida.
PROPERTY INSURANCE. Borrower understands that Borrower is required to obtain insurance for the collateral securing this Agreement. Further
information concerning this requirement is set forth in the Mortgage and In the Agreement to Provide Insurance, all the terms and conditions of
which are hereby Incorporated and made a part of this Agreement.
CONTINUING VALIDITY. Except as expressly changed by this Agreement, the terms of the original obligation or obligations, Including all
agreements evidenced or securing the obligation(s), remain unchanged and in full force and effect. Consent by Lender to this Agreement does
not waive Lender's right to strict performance of the obligation(s) as changed, nor obligate Lender to make any future change In terms. Nothing
in this Agreement will constitute a satisfaction of the obligation(s). It is the intention of Lender to retain as liable parties all makers and
endorsers of the original obligation(s), including accommodation parties, unless a party is expressly released by Lender in writing. Any maker or
endorser, Including accommodation makers, will not be released by virtue of this Agreement. If any person who signed the original obligation
does not sign this Agreement below, then all persons signing below acknowledge that this Agreement Is given conditionally, based on the
representation to Lender that the non - signing parry consents to the changes and provisions of this Agreement or otherwise will not be released
by It. This waiver applies not only to any initial extension, modification or release, but also to all such subsequent actions.
SUCCESSOR INTERESTS. The terms of this Agreement shall be binding upon Borrower, and upon Borrower's heirs, personal representatives,
successors, and assigns, and shall be enforceable by Lender and its successors and assigns.
NOTIFY US OF INACCURATE INFORMATION WE REPORT TO CONSUMER REPORTING AGENCIES. Please notify us if we report any Inaccurate
Information about your account(s) to a consumer reporting agency. Your written notice describing the specific inaccuracy0es) should be sent to
us at the following address: ORRSTOWN BANK 77 EAST KING STREET P.O. BOX 260 SHIPPENSBURG, PA 17257.
MISCELLANEOUS PROVISIONS. This Agreement is payable on demand. The inclusion of specific default provisions or rights of Lender shall not
preclude Lender's right to declare payment of this Agreement on its demand. If any part of this Agreement cannot be enforced, this fact will not
affect the rest of the Agreement. Lender may delay or forgo enforcing any of Its rights or remedies under this Agreement without losing them.
Each Borrower understands and agrees that, with or without notice to Borrower, Lender may with respect to any other Borrower (a) make one
or more additional secured or unsecured loans or otherwise extend additional credit; (b) alter, compromise, renew, extend, accelerate, or
otherwise change one or more times the time for payment or other terms of any Indebtedness, Including increases and decreases of the rate of
interest on the indebtedness; (c) exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any security, with or without
the substitution of new collateral; (d) apply such security and direct the order or manner of sale thereof, including without limitation, any
non - judicial sale permitted by the terms of the controlling security agreements, as Lender in its discretion may determine; (e) 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
M ANGE IN TERMS AGREEMENT
Loan No: 264447'06002 (Continued) Page 3
choose; and (f) determine how, when and what application of payments and credits shall be made on any other indebtedness owing by such
other Borrower. Borrower and any other person who signs, guarantees or endorses this Agreement, to the extent allowed by law, waive
Presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this Agreement, and unless otherwise expressly
stated in writing, no party who signs this Agreement, whether as maker, guarantor, accommodation maker or endorser, shall be released from
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, fall to realize upon or perfect Lender's security Interest in the collateral; and take any other action deemed
necessary by Lender without the consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the
consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Agreement are joint and
several. If any portion of this Agreement is for any reason determined to be unenforceable, it will not affect the enforceability of any other
provisions of this Agreement.
CONFESSION OF JUDGMENT. BORROWER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE
PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME
FOR BORROWER AFTER A DEFAULT UNDER THIS AGREEMENT AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER
JUDGMENT AGAINST BORROWER FOR THE ENTIRE PRINCIPAL BALANCE OF THIS AGREEMENT AND ALL ACCRUED INTEREST, LATE
CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THE
INDEBTEDNESS, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10%) OF THE UNPAID
PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS (9500)
ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS AGREEMENT
OR A COPY OF THIS AGREEMENT VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS
AGREEMENT TO CONFESS JUDGMENT AGAINST BORROWER SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT
SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS AGREEMENT.
BORROWER HEREBY WAIVES ANY RIGHT BORROWER MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH
CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF
JUDGMENT PROVISION TO BORROWER'S ATTENTION OR BORROWER HAS BEEN REPRESENTEO BY INDEPENOENT LEGAL COUNSEL.
PRIOR TO SIGNING THIS AGREEMENT, EACH BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT,
INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. EACH BORROWER AGREES TO THE TERMS OF THE AGREEMENT.
THIS AGREEMENT IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS AGREEMENT IS AND SHALL CONSTITUTE AND HAVE THE
EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW.
BORRO
Seal)
Jo Martin ea
Florida Documentary Stamp Tax
Florida documentary stamp tax in the amount required by law has been paid with respect to this Agreement on the
Mortgages securing this Agreement.
LAUR'M is id; V.. &0.1¢W7 C.W. K.UW n_w 5o40en,. Na. 1"71 IMO. MRpM. Rwm& -PA C4P. Pl102W.FC 1125296 M.1
Exhibit "E"
CH IN TERMS AGREEMENT*
......... ...............................
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References in the boxes above 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. Dwight L. Martin Lender. ORRSTOWN BANK
Joanne S. Martin 501 ORCHARD DRIVE OFFICE
18321 Dry Run Road West 77 EAST KING STREET
Spring Run, PA 17262 P O BOX 250
SHIPPENSBURG, PA 17257
Principal Amount. $2,399,412.83 Date of Agreement: October 24, 2011
Maturity Date: December 6, 2012
DESCRIPTION OF EXISTING INDEBTEDNESS. A Promissory Note dated June 6, 2007 in the original amount of $2,400,000.00.
DESCRIPTION OF COLLATERAL. Orrstown Bank Money Market Account No. 144002726; A Mortgage dated June 6, 2007, Recorded June 7,
2007 in the Cumberland County Recorder of Deeds Office, Book 1995, Page 0987; A Mortgage dated December 6, 2009, Recorded April 12,
2010 in the Franklin County Recorder of Deeds Office, Instrument No. 201006531; A Mortgage dated December 6, 2009, Recorded April 13,
2010 in the Cumberland County Recorder of Deeds Office, Instrument No. 201009303; A Mortgage dated December 6, 2009, Recorded April
9, 2010 in the Clerk of the Circuit Court, Sarasosta County, Florida, Instrument No. 2010043381.
DESCRIPTION OF CHANGE IN TERMS. Modify the rate to Wall Street Journal Prime (currently 3.25%) to float, with no floor. Add Orrstown
Bank Money Market Account No. 144002726 with an initial balance of $135,000.00 as collateral. All other terms and conditions remain
unchanged.
PROMISE TO PAY. Dwight L. Martin and Joanne S. Martin ( "Borrower ") Jointly and severally promise to pay to ORRSTOWN BANK ( "Lender "),
or order, in lawful money of the United States of Am@rica the principal amount of Two Million. Three Hundred Ninety -nine Thousand Four
Hundred Twelve & 83/100 Dollars ($2,399,412.83),�together with interest on the unpaid principal balanc.r from October 24, 2011, until paid in
full.
PAYMENT: 'Borrower -wilt Oay this loan 'in full immediately upon Lender's de mand. if no demand is me le, Borrower will pay this loan in one
prncipal payment of $2;399,41'2.83 plus interest on Decerhker 6, 2012. This payment due on Decemb r 6, 2012, will be for all principal and
1 - all accrued interest ?lot yet paid. In addition, Borrower Will pay regular monthly payments of all accrued t tpaid interest due as of each payment
date, beginning October 30, 2011, with.all subsequent interest payments to be due on the same d:y of each month after that. Unless
otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid into est; then to principal; then to any late
charges;. and then to any unpaid collection costs. Borrower will pay Lender at Lender's address shown rbove or at such other place as Lender
may designate in writing.. .
VARIABLE INTEREST RATE. The interest rate on this loan is subject to change from time to time base on changes in an Independent index
which is the Wall Street Prime (the "Index "). The Index is not necessarily the lowest rate charged by Ler•ler on its loans. If the Index becomes
unavailable during the term of this loan, Lender may designate a substitute index after notifying Borrower Lender will tell Borrower the current
Index rate upon Borrower's request. The interest rate change will not occur more often than each day. orrower understands that Lender may
make loans based on other rates as well. The Index currently is 3.250% per annum. Interest on the unpt d principal balance of this loan will be
calculated as described in the "INTEREST CALCULATION METHOD" paragraph using a rate equal to the index, resulting in an initial rate of
3.250% per annum based on a year of 360 days. NOTICE: Under no circumstances will the lnterei c rate on this loan be more than the
maximum rate allowed by applicable law.
INTEREST CALCULATION METHOD. Interest on this loan is computed on a 365/360 basis; that is, by applying the ratio of the interest rate over
a year oY 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding.
All interest-'payable under this loan is computed using this method.
PREPAYMENT. Borrower may pay without penalty all or a portion of the amount owed earlier than it V due. Early payments will not, unless
agreed . to by: Lender in writing,. relieve Borrower of Borrower's obligation to continue to make payments under the payment schedule. Rather,
early payments will reduce the principal. balance due. Borrower agrees not to send Lender payments ms ked "paid in full ", "without recourse ",
or :similar language. If Borrower sends such a payment, Lender may it without losing any of Larder's rights under this Agreement, and
Borrower will remain obligated to pay any further amount owed to Lender. All written communications .:oncerning disputed amounts, including
any check or other payment instrument that indicates that the payment constitutes "payment in full" o' the amount owed or that is tendered
with other. conditions or, limitations or as full satisfaction of a disputed amount must be mailed or deliv red to: Orrstown Bank, North Pointe
Operations: Center, 2695'Philadelphia Avenue Chambersbuig, PA 17201.
LATE CHARGE. If a payment is 1 - 6 days br more late,.6orrower will be charged 5.000% of the• re!lolarly scheduled payment or $50.00, 3,�t
Whichever is greater.
INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, the interest rate •oi this loan shall be increased by adding /
an additional : 3;000 percentage point margin ( "Default Rate Margin "). The Default Rate Margin shall also ipply to each succeeding interest rate
change -that -would have applied had there been no default.•. -if judgment is entered in connection with thi . Agreement, interest will continue to
aocrue after the date of Judgment at the rate in effect at the time judgment is entered. However, in no ,•vent will the interest rate exceed t�
maximum interest rate limitations under applicable law:'
DBFAULT. Each, of the following shall constitute an Event of t)efault under this Agreement:
Payment Default. Borrower falls to make any payment when due under the Indebtedness.
Other Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Agreement
or in any of the Related Documents or to comply with , or to perform any term, obligation, covenan•. or condition contained in any other
agreement between Lender and Borrower.
False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this
Agreement or the Related Documents is false or misleading in any material respect, either now or�at t1' i time made or furnished or becomes
\ false or misleading .at anytime thereafter.
Death or Insolvency. The death of Borrower or 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 :he benefit of creditors, any type of
creditor workout, or the commencement of any proceeiJing under any bankruptcy or insolvency laws b or against Borrower.
CHANGE IN TERMS AGREED*
Loan No. 26444706002 (Continued) Page 2
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 govemmental agency against any collateral "securing the
Indebtedness. This Includes a gamishment 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 Lander.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, endorser, surety, or accommodation party
of any of the Indebtedness or any guarantor, endorser, surety, or accommodation party dies or becomes incompetent, or revokes or
disputes the validity of, or liability under, any Guaranty of the Indebtedness evidenced by this Note.
Adverse Change. A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or
performance of the Indebtedness is Impaired.
Insecurity. Lender in good faith believes itself insecure.
Cure Provisions. If any default, other than a default in payment Is curable and if Borrower has not been given a notice of a breach of the
same provision of this Agreement within the preceding twelve 0 2) months, it may be Cured if Borrower, after Lender sends written notice
to Borrower demanding cure of such default: (1) cures the default within fifteen (151 days; or (2) if the cure requires more than fifteen
(15) days, immediately initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter
continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical.
LENDER'S RIGHTS. Upon default, Lender may, after giving such notices as required by applicable law, declare the entire unpaid principal
balance under this Agreement and all accrued unpaid interest immediately due, and then Borrower will pay that amount.
ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect this Agreement if Borrower does not pay. Borrower will
pay Lender that amount. This includes, subject to any limits under applicable law, Lender's reasonable attorneys' fees and Lender's legal
expenses, whether or not there is a lawsuit, including reasonable attorneys' fees, expenses for bankruptcy proceedings (including efforts to
modify or vacate any automatic stay or injunction), and appeals. If not prohibited by applicable law, Borrower also. will pay any Court costs, in
addition to all other sums provided by law.
JURY WAIVER. lender and Borrower hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either Lender
or Borrower against the other.
GOVERNING LAW. This Agreement 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 Agreement 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.
OISHONORED ITEM FEE.. Borrower will pay a fee to Lender of $35.00 if Borrower makes a payment on Borrower's loan and the check or
preauthorized charge with which Borrower pays is later dishonored.
RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower's accounts with Lender (whether
checking, savings, or some other account). This includes all accounts Borrower •holds jointly with someone else and all accounts Borrower may
open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by
law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all 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.
COLLATERAL. Borrower acknowledges this Agreement is secured by Orrstown Bank Money Market Account No. 144002726; A Mortgage
dated June 6, 2007, Recorded June 7, 2007 in the Cumberland County Recorder of Deeds Office, Book 1995,.Page 0987; A Mortgage dated
December 6, 2009, Recorded April 12, 2010 in the Franklin County Recorder of Deeds Office, Instrument No. 201006531; A Mortgage dated
December 6, 2009, Recorded April 13, 2010 in the Cumberland County Recorder of Deeds Office, Instrument No. 201009303; A Mortgage
dated December 6, 2009, Recorded April 9, 2010 in the Clark of the Circuit Court, Sarasosta County, Florida, Instrument No. 2010043381.
CONTINUING VALIDITY. Except as expressly changed by this Agreement, the terms of the original obligation or obligations, including all
agreements evidenced or securing the obligation(s), remain unchanged and in full force and effect. Consent by Lender to this Agreement does
not waive Lender's right to strict performance of the obligation(s) as changed, nor obligate Lender to make any future change in terms. Nothing
in this Agreement will constitute a satisfaction of the obligation(s). It Is the intention of Lender to retain as liable parties all makers and
endorsers of the original obligation(s), including accommodation parties, unless a party is expressly released by Lender in writing. Any maker or
endorser, including accommodation makers, will not be released by virtue of this Agreement. If any person who signed the original obligation
does not sign this Agreement below, then all persons signing below acknowledge that this Agreement is given conditionally, based on the
representation to Lender that the non - signing party consents to the changes and provisions of this Agreement or otherwise will not be released
by it. This waiver applies not only to any Initial extension, modification or release, but also to all such subsequent actions.
SUCCESSOR INTERESTS. The terms of this Agreement shall be binding upon Borrower, and upon Borrower's heirs, personal representatives,
successors, and assigns, and shall be enforceable by Lender and its successors and assigns.
MISCELLANEOUS PROVISIONS. This Agreement is payable on demand. The inclusion of specific default provisions or rights of Lender shall not
preclude Lender's right to declare payment of this Agreement on its demand. If any part of this Agreement cannot be enforced, this fact will not
affect the rest of the Agreement. Lender may delay or forgo enforcing any of Its rights or remedies under this Agreement without losing them.
Each Borrower understands and agrees that, with or without notice to Borrower, Lender may with respect to any other Borrower (a) make one
or more additional secured or unsecured loans or otherwise extend additional credit; (b) alter, compromise, renew, extend, accelerate, or
otherwise change one or more times the time for payment or other terms of any indebtedness, including increases and decreases of the rate of
interest on the indebtedness; (c) exchange, enforce, waive, subordinate, fall or decide not to perfect, and release any security, with or without
the substitution of new collateral; (d) apply such security and direct the order or manner of sale thereof, Including without limitation, any
non - judicial sale permitted by the terms of the controlling security agreements, as Lender in its discretion may determine; (e) 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 manr Lender may
choose and (f) determine how, when and what application of payments and credits shall be made on any other indebtedness owing by such
other Borrower. Borrower and any other person who signs, guarantees or endorses this Agreement, to the extent allowed by law, waive
presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this Agreement, and unless otherwise expressly
stated in writing, no party who signs this Agreement, whether as maker, guarantor, accommodation maker or endorser, shall be released from
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
*NGE INTERMS AGREEMENT .
Loan . Nor 26444706002 {Continued) Page 3
guarantor or• collateral; or impair, fail to realize upon or perfect Lender's security interest in the collateral; and take any other action deemed
necessary by Lender without the consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the
consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Agreement are joint and
several. If any portion of this Agreement is for any reason determined to be unenforceable, it will not affect the enforceability of any other
provisions of this Agreement.
CONFESSION OF JUDGMENT. BORROWER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE
PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME
FOR BORROWER AFTER A DEFAULT UNDER THIS AGREEMENT AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER
JUDGMENT AGAINST BORROWER FOR THE ENTIRE PRINCIPAL BALANCE OF THIS AGREEMENT AND ALL ACCRUEO INTEREST, LATE
CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THE
INDEBTEDNESS, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10 %) OF THE UNPAID
PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED OOLLARS 0500)
ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS AGREEMENT
OR A COPY OF THIS AGREEMENT VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS
AGREEMENT TO CONFESS JUDGMENT AGAINST BORROWER SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT
SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS AGREEMENT.
BORROWER HEREBY WAIVES ANY RIGHT BORROWER MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH
CONFESSION OF JUDGMENT ANO STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF
JUDGMENT PROVISION TO BORROWER'S ATTENTION OR BORROWER HAS BEEN REPRESENTEO BY INDEPENDENT LEGAL COUNSEL.
PRIOR TO SIGNING THIS AGREEMENT, EACH BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT,
INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. EACH BORROWER AGREES TO THE TERMS OF THE AGREEMENT.
THIS AGREEMENT IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS AGREEMENT IS AND SHALL CONSTITUTE AND HAVE THE
EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW.
BORROWER:
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L LWh0, VW. 6 .67.101001 C.. N,WA li MSOW —M. 1!97.2011. iN Pdghnl d. . VA r1CrrkftW0C.K T199379
STATE OF CALIFORNIA
SS
COUNTY OF ORANGE
Scott Wissbaum, being duly sworn according to law, deposes and says that he is an Asset
Manager of Sabal Financial Group, L.P., the servicer for the loans of Magnolia Portfolio, LLC,
plaintiff named herein; that as such he is authorized to take this Affidavit on Magnolia's behalf;
that the facts set forth in the foregoing Complaint in Confession of Judgment are true and correct
to the best of his knowledge, information and belief.
Scott Wissbaum
Asset Manager
S to and Subscribed
before me thi day
of , 2013. SEE ATTACHED
Notary Public
108907073
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State of California )
County of Orange )
On June 14, 2013, before me, V. Hill, Notary Public, personally appeared Scott
Wissbaum, who proved to me on the basis of satisfactory evidence to be the person
whose name is subscribed to the within instrument and acknowledged to me that he
executed the same in his authorized capacity, and that by his signature on the instrument
the person, or the entity upon behalf of which the person acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that
the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
V. HILL
k Commission # 2007078
Z �:,a Notary Public - California i
Orange County >
My Comm. Expires Feb 11, 2017
(SEAL)
Notary Public Signature
IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA
CIVIL ACTION — LAW
MAGNOLIA PORTFOLIO, LLC as NO.
ASSIGNEE OF ORRSTOWN BANK
vs.
DWIGHT L. MARTIN and
JOANNE S. MARTIN
ORDER FOR APPEARANCE
Kindly enter my appearance for Plaintiff, Magnolia Portfolio, LLC as assignee of
Orrstown Bank, and enter judgment against Defendants, Dwight L. Martin and Joanne S. Martin.
Dilworth Paxson LLP
By:
ElizabeC Goldstein, Esquire
Attorney for Plaintiff
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10890707_3
IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA
CIVIL ACTION — LAW
MAGNOLIA PORTFOLIO, LLC as NO. f 3 - 0 35
ASSIGNEE OF ORRSTOWN BANK
vs.
DWIGHT L. MARTIN and
JOANNE S. MARTIN
CERTIFICATION OF ADDRESSES
I hereby certify that the present address of the within named Judgment Creditor is 4675
MacArthur Court, Suite 1550, Newport Beach, CA 92660.
I hereby certify that the last known address of the Judgment Debtor was 18321 Dry Run
Road, Spring Run, Franklin County, Pennsylvania 17262.
Dilworth Paxson LLP
By: ��
Marti J. Wei squire
Attorney for Plaintiff
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10890707_3
IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA
CIVIL ACTION — LAW
MAGNOLIA PORTFOLIO, LLC as NO.
ASSIGNEE OF ORRSTOWN BANK
vs.
DWIGHT L. MARTIN and
JOANNE S. MARTIN
AFFIDAVIT
COMMONWEALTH OF PENNSYLVANIA:
SS
COUNTY OF PHILADELPHIA
Martin J. Weis, Esquire, attorney for Plaintiff, hereby certifies that the above - captioned
matter is not an action by a seller, holder or assignee arising out of a retail installment sale,
contract, or account.
Dilworth Paxson LL
By: f�
Martin J. Wei
Attorney for P aintiff
Sworn to and Subscr'bed
befo e me this] day
of - , 2013.
Notary Public CD
COMMONWEALTH OF PENN w w -rp ry
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Notarial Seal ;aC1 r3
Therese Capece, Notary Public U r
City of Philadelphia, Philadelphia County co
My Commission Expires Dec. 16, 2016
MEMBER, PENNSYLVANIA, ASSOCIATION OF NOTARIES
CZ7 C>
]0890707_3
IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA
CIVIL ACTION — LAW
LLC as NO.
MAGNOLIA PORTFOLIO, / 3 - 3S 3
ASSIGNEE OF ORRSTOWN BANK
Vs.
DWIGHT L. MARTIN and
JOANNE S. MARTIN
CERTIFICATION OF NON - CONSUMER CREDIT TRANSACTION
I certify, pursuant to the penalties of 18 Pa.C.S. §4904 (pertaining to unsworn
falsification to authorities), that this judgment is not being entered by confession against a
natural person in connection with a "consumer credit transaction" as the same is defined in
Pa.R.C.P. 2950.
Dilworth Paxson LP
By: J. W i Esquire
Attorney for Plaintiff
Sworn to and Su cribed
beforq me 7 day
of , 2013.
Notary Publi
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Notarial Saul rnco e fn
Therese CaPec e, -
City of Philadelphi Philadelphia tJ�
My
CommW on Expires Dec. 16 2016 CD CID
MEMBER, PENNSYLVANIA ASSOCIATION OF NOTARIES
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108907073
IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA
CIVIL ACTION — LAW
MAGNOLIA PORTFOLIO, LLC as N 13 - -3 3S 3
ASSIGNEE OF ORRSTOWN BANK m°' it-
vs.
DWIGHT L. MARTIN and -t -r,
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JOANNE S. MARTIN a - �
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NOTICE TO HOLDER OF DOCUMENT CONTAINING
PROVISION FOR JUDGMENT BY CONFESSION
You are notified that the Prothonotary of Cumberland County is not permitted to enter
judgment on a document containing provision for judgment by confession (other than bonds and
warrants of attorney accompanying mortgages) unless the document is accompanied by an
affidavit suggested form of which is as follows:
PLAINTIFF'S AFFIDAVIT OF DEBTOR'S WAIVER OF RIGHTS
COMMONWEALTH OF PENNSYLVANIA:
SS
COUNTY OF PHILADELPHIA
Martin J. Weis, being duly sworn/affirmed according to law, deposes and says that he is
attorney for Plaintiff in the above captioned matter; that at the time of the signing of the
document containing provision for judgment by confession in the said matter, the defendant,
Joanne Martin
(X) (1) Earned more than $10,000 annually,
OR
() (2) If annual earnings are less than $10,000, did intentionally,
understandingly, and voluntarily waive:
(a) the right to notice and hearing;
(b) the right of defalcation, i.e. the right to reduce or set off a claim by
deducting a counterclaim;
(c) release of errors;
(d) inquest (to ascertain whether rents and profits of defendant's real
estate will be sufficient to satisfy the judgment within seven years);
(e) stay of execution (if defendant owns real estate in fee simple
within the county worth the amount to which the plaintiff is entitled, clear of encumbrances);
10890707_3
A.,
(f) exemption laws now in force or hereafter to be passed;
(g) The facts showing such waiver are:
Dilworth Paxson LLP
sy:
M in J. is, Esquire
Attorney for Plaintiff
Sworn to and Subs ribed
befo me day
of ' 2013.
A'I 0'-'/l A #.A 0 ' 111
Notary Public
CC "MONWEALTN OF PENNSYLVANIA
Therese Notarial Seat
�pece, Notary Public
City of Philadelphia, Philadelphia Co
h7Y commission Ex. lres gpc, la unty 2036
MKfq@p
AS 970tV.pfNOTAR(FS
]0890707_3
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IN THE COURT OF COMMON PLEA F
S O CUMBERLAND COUNTY, PENNSALY,,4,N
CIVIL ACTION – LAW c °— -- A
MAGNOLIA PORTFOLIO, LLC as NO. 5'-3
ASSIGNEE OF ORRSTOWN BANK f 3 co - C)
VS.
DWIGHT L. MARTIN and =C)
JOANNE S. MARTIN v a
NOTICE TO HOLDER OF DOCUMENT CONTAINING
PROVISION FOR JUDGMENT BY CONFESSION
You are notified that the Prothonotary of Cumberland County is not permitted to enter
judgment on a document containing provision for judgment by confession (other than bonds and
warrants of attorney accompanying mortgages) unless the document is accompanied by an
affidavit suggested form of which is as follows:
PLAINTIFF'S AFFIDAVIT OF DEBTOR'S WAIVER OF RIGHTS
COMMONWEALTH OF PENNSYLVANIA:
SS
COUNTY OF PHILADELPHIA
Martin J. Weis, being duly sworn/affirmed according to law, deposes and says that he is
attorney for Plaintiff in the above captioned matter; that at the time of the signing of the
document containing provision for judgment by confession in the said matter, the defendant,
Dwight Martin
(X) (1) Earned more than $10,000 annually,
OR
() (2) If annual earnings are less than $10,000, did intentionally,
understandingly, and voluntarily waive:
(a) the right to notice and hearing;
(b) the right of defalcation, i.e. the right to reduce or set off a claim by
deducting a counterclaim;
(c) release of errors;
(d) inquest (to ascertain whether rents and profits of defendant's real
estate will be sufficient to satisfy the judgment within seven years);
(e) stay of execution (if defendant owns real estate in fee simple
within the county worth the amount to which the plaintiff is entitled, clear of encumbrances);
108907073
i
(f) exemption laws now in force or hereafter to be passed;
(g) The facts showing such waiver are:
Dilworth Paxson LLP
Martin J. e' , Esquire
Attorney for Plaintiff
Sworn to and Subscribed
before e day
of , 2013.
R4 UZ�2
Notary Public
COA1MMVEALTH OF PEN NSYL.VANIA
Notarial Seal
Y of Phl arial P e Pace, Notary Public
Philadelphia county
MY Commission Expires Dec.
MEMBER, PENNSYLVANIA 16, 2016
C>A�70P1:01° NpTg
10890707_3
IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA
CIVIL ACTION - LAW
MAGNOLIA PORTFOLIO, LLC as NO.
ASSIGNEE OF ORRSTOWN BANK
VS.
DWIGHT L. MARTIN and Z�
JOANNE S. MARTIN -,r- '—
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s
AFFIDAVIT OF NON - MILITARY SERVICE
� r - 0 �
COMMONWEALTH OF PENNSYLVANIA: =
SS
COUNTY OF PHILADELPHIA
MARTIN J. WEIS, ESQUIRE, being duly sworn according to law, deposes and says that
he is attorney for Plaintiff named herein; that as such he is authorized to take this Affidavit on its
behalf; that the facts set forth herein are true and correct to the best of his knowledge,
information and belief; that the Defendant, Dwight L. Martin, was last known to reside at 18321
Dry Run Road, Spring Run, Franklin County, Pennsylvania 17262; that Defendant is and, at all
relevant times hereto, has been over the age of 18; that Defendant's employment is travel agent;
that Defendant is not in the Active Military or Naval Service of the United States or its Allies or
otherwise within the provisions of the Soldiers' and Sailors' Civil Relief Act of Congress of 1940
and its amendments.
Dilworth Paxso LLP
By:
Mar in J. s, Esquire
Attorney for Plaintiff
Sworn to and ubscribed
befor me . �� day
of , 2013.
Notary Public
WM N Of PENNMVA
Notarial Seal
Therese Capece, Notary Public
City of Philadelphia, Philadelphia County
My Commission Expires Dec. 16, 2016
10890707_3 MEMBER PENNSYlVAN1A ASSOCIATION OF NOTARIES
IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA
CIVIL ACTION — LAW
MAGNOLIA PORTFOLIO, LLC as NO. _ ��
ASSIGNEE OF ORRSTOWN BANK j3 3 3 w
VS. Mcv cr = -71
=M M F
DWIGHT L. MARTIN and U)
JOANNE S. MARTIN -<> OD CD
AFFIDAVIT OF NON - MILITARY SERVICE
COMMONWEALTH OF PENNSYLVANIA: ro
SS
COUNTY OF PHILADELPHIA
MARTIN J. WEIS, ESQUIRE, being duly sworn according to law, deposes and says that
he is attorney for Plaintiff named herein; that as such he is authorized to take this Affidavit on its
behalf, that the facts set forth herein are true and correct to the best of his knowledge,
information and belief, that the Defendant, Joanne S. Martin, was last known to reside at 18321
Dry Run Road, Spring Run, Franklin County, Pennsylvania 17262; that .Defendant is and, at all
relevant times hereto, has been over the age of 18; that Defendant's employment is unknown;
that Defendant is not in the Active Military or Naval Service of the United States or its Allies or
otherwise within the provisions of the Soldiers' and Sailors' Civil Relief Act of Congress of 1940
and its amendments.
Dilworth Paxson LLP�
By:
MarA J. e , Esquire
Attorney for Plaintiff
Sworn to and u cribed
before me T day
Of , 2013.
OJP- A
� l
Notary Public
COMMON THQF ?JNNIXLVAN
Notarial Seal
Therese Capece, Notary public
City of Philadelphia, Philadelphia County
My Commission Expires Dec. 16, 2016
MEMBER, PENNSYLVANIA ASSOCIATION OF NOTARIES
10890707_3
r
IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA
CIVIL ACTION — LAW n ,
rn Co .
MAGNOLIA PORTFOLIO LLC as NO.+ c ° ~~
ASSIGNEE OF ORRSTOWN BANK
s} a p C7 ,
VS. � �
DWIGHT L. MARTIN and C- :X c -
JOANNE S. MARTIN,
ACT 105 OF 2000 NOTICE
A JUDGMENT HAS BEEN ENTERED AGAINST YOU BY CONFESSION OF
JUDGMENT PURSUANT TO 42 PA.C.S.A. §2737.1. IF YOU WERE INCORRECTLY
IDENTIFIED AS A DEFENDANT IN THE COMPLAINT IN CONFESSION OF
JUDGMENT, YOU MAY BE ENTITLED TO COSTS AND REASONABLE ATTORNEY'S
FEES AS DETERMINED BY THE COURT.
YOU MAY TAKE ACTION TO STRIKE THE JUDGMENT BY FOLLOWING THE
PROCEDURE IN RULE 2959 WHICH IS AS FOLLOWS:
Pennsylvania Rule of Civil Procedure 2959 — Striking Off Judgment.
(a) (1) Relief from a judgment by confession shall be sought by Petition. Except
as provided in Subparagraph (2), all grounds for relief whether to strike off the judgment or to
open it must be asserted in a single Petition. The Petition may be filed in the county in which the
judgment was originally entered, in any county to which the judgment has been transferred, or in
any other county in which the Sheriff has received a Writ of Execution directed to the Sheriff to
enforce the judgment.
(2) The ground that the waiver of the due process rights of notice and hearing
was not voluntary, intelligent and knowing shall be raised only:
(i) in support of a further request for a stay of execution where the Court has
stayed execution despite the timely filing of a Petition for relief from the judgment and the
presentation of prima facie evidence of a defense; and
(ii) as provided by Pennsylvania Rule of Civil Procedure 2958.3 or Rule
2973.3.
(3) If written notice is served upon the Petitioner pursuant to Rule
2956.1(c)(2) or Rule 2973.1(c), the Petition shall be filed within thirty days after such service.
Unless the Defendant can demonstrate that there were compelling reasons for the delay, a
Petition not timely filed shall be denied.
(b) If the Petition states prima facie grounds for relief, the Court shall issue a Rule to
Show Cause and may grant a stay of proceedings. After being served with a copy of the petition
10890707_3
ti
the plaintiff shall file an answer on or before the return day of the rule. The return day of the rule
shall be fixed by the court by local rule or special order.
(c) A party waives all defenses and objections which are not included in the Petition
or Answer;
(d) The Petition and the Rule to Show Cause and the Answer shall be served as
provided in Rule 440;
(e) The Court shall dispose of the Rule on Petition and Answer, and on any
testimony, depositions, admissions and other evidence. The Court for cause shown may stay
proceedings on the Petition insofar as it seeks to open the judgment pending disposition of the
application to strike off the judgment. If evidence is produced which a jury trial would require
the issues to be submitted to the jury, the Court shall open the judgment.
(f) The lien of the judgment or of any levy or attachment shall be preserved while the
proceedings to strike off or open the judgment is pending.
(g) (1) A judgment shall not be stricken or opened because of a creditor's failure to
provide a debtor with instructions imposed by an existing statute, if any, regarding procedures to
follow to strike a judgment or regarding any rights available to an incorrectly identified debtor.
(2) Subdivision (g)(1) shall apply to (1) judgments entered prior to the effective
date of subdivision (g) which have not been stricken or opened as of the effective date and (2)
judgments entered on or after the effective date.
DILWORTH PAXSON LLP
BY:
Elizabeth Goldstein, Esquire
Attorney for Plaintiff
10890707_3
IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA
CIVIL ACTION — LAW
MAGNOLIA PORTFOLIO, LLC as NO.
ASSIGNEE OF ORRSTOWN BANK
vs.
DWIGHT L. MARTIN and
JOANNE S. MARTIN
AFFIDAVIT OF BUSINESS OR COMMERCIAL TRANSACTION
COMMONWEALTH OF PENNSYLVANIA :
SS
COUNTY OF PHILADELPHIA
Martin J. Weis, Esquire, being duly sworn according to law, deposes and says that he is
attorney for Plaintiff named herein; that as such he is authorized to take this Affidavit on its
behalf, that the facts set forth herein are true and correct to the best of his knowledge,
information and belief, and that the facts set forth in the foregoing matter involve a business
transaction.
Dilworth Paxson
By: wo
Mahin J. WcV, Esquire
Attorney for Plaintiff
Sworn to and �l�
before me I M day
of , 2013.
3 w
Notary Public M
YLVANIA
CpMMONWF� ,
Nutadal *seal CD
Therese Capin, NOWY Public —•� ;
City of Philadelphia, Philadelphia County
My C:W
Commission Expires Dec. 16, 2016
y' s 7 ;
MEMBER, PENNSYLVANIA ASSp(JA ON OF NOTARIES »` Q C C
10890707_3
IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA
CIVIL ACTION — LAW
MAGNOLIA PORTFOLIO, LLC as NO.
ASSIGNEE OF ORRSTOWN BANK
vs.
DWIGHT L. MARTIN and
JOANNE S. MARTIN
PENNSYLVANIA RULE OF CIVIL PROCEDURE 236 NOTICE
Notice is hereby given that a judgment in the above - captioned matter has been entered
against you on ,� /� , 2013.
Prothon ry
By: +s=
Deputy Prothonotary
If you have any questions concerning the above, please contact:
Elizabeth Goldstein, Esquire
Dilworth Paxson LLP
112 Market St., Suite 800
Harrisburg, PA 17101
(717) 236 -4812
10890707_3
IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA
CIVIL ACTION—LAW
MAGNOLIA PORTFOLIO, LLC as NO. 13-3538 CIVIL
ASSIGNEE OF ORRSTOWN BANK 1
VS. uir ]v o
DWIGHT L. MARTIN and
JOANNE S. MARTIN ' rte D r"
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co
PLAINTIFF MAGNOLIA PORTFOLIO, LLC'S MOTION TO REDACT
Plaintiff Magnolia Portfolio, LLC avers the following:
1. Plaintiff filed a Complaint in Confession of Judgment on June 18, 2013.
2. Exhibit "A" to the Complaint in Confession of Judgment is a Promissory Note
dated June 6, 2007 (the "Promissory Note").
3. The Promissory Note lists the social security numbers of the two borrowers on the
Promissory Note, Dwight L. Martin and Joanne S. Martin (collectively the "Social Security
Numbers") immediately after their names on the top of the first page of the Promissory Note
(page 5 of 37 in the Laserfiche system).
4. The including of the Social Security numbers was inadvertent.
WHEREFORE, Plaintiff, Magnolia respectfully requests that the social security numbers
i
found on the first page of Exhibit"A"to the Complaint in Confession of Judgment be redacted.
Respectfully submitted,
Dilworth Paxson, LLP
Date: June 25, 2013 By: f�G
Eliza th Goldstein, Esquire
Martin J. Weis, Esquire
Dilworth Paxson LLP
112 Market St., Suite 800
Harrisburg, PA 17101
11095559_1
CERTIFICATE OF SERVICE
I, Elizabeth J. Goldstein, do hereby certify that on this date I served a true and
correct copy of the Motion to Redact upon the following individuals by first class mail and
electronic mail on June 25, 2013:
Robert C. Saidis, Esq.
Saidis, Sullivan& Rogers
26 West High Street
Carlisle, PA 17013
Eliza th J. Goldstein
11095559_1
c i
IN THE COURT OF COMMON PLEAS ,
OF CUMBERLAND COUNTY, PENNSYLVANIA -ate w -i
MAGNOLIA PORTFOLIO, LLC as g `. c
ASSIGNEE OF ORRSTOWN BANK, -<3> CO C3
NO. 13-3538 <Ca ,
V.
CIVIL ACTION—LAW v `•� °
DWIGHT L. MARTIN and
JOANNE S. MARTIN
SUPPLEMENT TO PLAINTIFF MAGNOLIA PORTFOLIO LLC'S
MOTION TO REDACT
Plaintiff hereby files the following Supplement to Plaintiff Magnolia Portfolio, LLC's
Motion to Redact.
1. On June 25, 2013, Plaintiff mailed a Motion to Redact for filing in the
Prothonotary's office on June 26. 2013.
2. On June 26, 2013, Plaintiff's counsel confirmed with Defendants' attorney,
Robert C. Saidis, Esquire, that they consent to the redaction.
WHEREFORE, Plaintiff, Magnolia respectfully requests that the social security numbers
found on the first page of Exhibit"A"to the Complaint in Confession of Judgment be redacted.
Respectfully submitted,
DILWORTH PAXSON LLP
Date: June 27, 2013 By; CWJ�-AA A&i,
Elizabeth Goldstein, Esquire
Martin J. Weis, Esquire
112 Market St., Suite 800
Harrisburg, PA 17101
(717) 236-4812
CERTIFICATE OF SERVICE
I, Elizabeth J. Goldstein, do hereby certify that on this 27th day of June 2013, I served a
true and correct copy of the Supplement to Plaintiff Magnolia Portfolio LLC's Motion to Redact
upon the following individual by First Class Mail:
Robert C. Saidis, Esq.
Saidis, Sullivan& Rogers
26 West High Street
Carlisle, PA 17013
Elizabeth J. Goldstein
IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA
CIVIL ACTION—LAW
MAGNOLIA PORTFOLIO, LLC as NO. 13-3538 CIVIL
ASSIGNEE OF ORRSTOWN BANK
vs.
DWIGHT L. MARTIN and
JOANNE S. MARTIN
ORDER
Upon consideration of Plaintiff Magnolia Portfolio, LLC's Motion to Redact and any
opposition thereto, the Court hereby ORDERS the social security numbers following Dwight L.
Martin and Joanne S. Martin's names on the top of page 1 of Exhibit"A" (page 5 of 37 on the
Laserfishe system)to Plaintiff Magnolia Portfolio, LLC's Complaint in Confession of Judgment
filed in the above-captioned case shall be redacted by the Prothonotary's Office.
Date: 1/c.G l (e WOO
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