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HomeMy WebLinkAbout13-5007 FAFILES \Clients \11470 Members Ist \I 1470 Current \11470.155 BooAl1470.155.com.confl.wpd THE PROTHOINO srA Seth T. Mosebey, Esquire 24 AUG 2 2 AM 11 9 Attorney I.D. No. 203046 MARTSON DEARDORFF WILLIAMS OTTO GILROY & FAL "E N COUNTY MARTSON LAW OFFICES 10 10 East High Street Carlisle, PA 17013 (717) 243 -3341 Attorneys for Plaintiff MEMBERS 1 FEDERAL CREDIT : IN THE COURT OF COMMON PLEAS OF UNION, : CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff V. NO. 2013 - fd 6 CIVIL TERM BOOZ MILK TRANSPORT, INC., and MARTHA E. BOOZ, Defendants CONFESSION OF JUDGMENT Pursuant to the authority contained in the Credit Agreement, Promissory Notes, and Commercial Guaranties attached as Exhibits "A," "B," "F," "G," "I," and "J" to the Complaint filed in the above - captioned case, we appear for Defendants, Booz Milk Transport, Inc., and Martha E. Booz, and confess judgment in favor of Members 1s` Federal Credit Union against Booz Milk Transport, Inc., and Martha E. Booz as of July 24, 2013, as follows: Credit Agreement Principal $199,976.25 Interest (through 7/24/13) $ 1,580.46 Costs of Suit (estimated) $ 200.00 Attorney Fees $ 19,997.62 Total: $221,754.33* *Plus interest per diem at $17.81, along with additional costs and fees incurred, until paid in full. First Note Principal $84,309.71 Interest (through 7/24/13) $ 686.17 A Costs of Suit (estimated) $ 200.00 � y6 6-6e Attorney Fees $ 8,430.97 p12�73ll/ Total: $93,626.85* *Plus interest per diem at $11.55, along with additional costs and fees incurred, until paid in full. Second Note Principal $27,057.61 Late Fees $ 54.05 Interest (through 7/24/13) $ 332.10 Costs of Suit (estimated) $ 200.00 Attorney Fees $ 2,705.76 Total: $30,349.52* *Plus interest per diem at $5.19, along with additional costs and fees incurred, until paid in full. Grand Total: $345,730.70 ** * *Plus interest per diem at $34.55, along with additional costs and fees incurred, until paid in full. Respectfully submitted, MARTSON LAW OFFICES B Y :,2&v J Seth T. Mosebey, Esquire Attorney I.D. No. 203046 10 East High Street Carlisle, PA 17013 (717) 243 -3341 Attorneys for Plaintiff _.' �C� IF THE 3 10 HON0 Tr.R` Seth T. Mosebey, Esquire 2013 AUG 22 AM I1.: 30 Attorney I.D. No. 203046 MARTSON DEARDORFF WILLIAMS OTTO GILROY & FALIgq % RLAND COUNTY MARTSON LAW OFFICES ENNSYLVANIA, 10 East High Street Carlisle, PA 17013 (717) 243 -3341 Attorneys for Plaintiff MEMBERS 1 FEDERAL CREDIT : IN THE COURT OF COMMON PLEAS OF UNION, : CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff V. NO. 2013 - ,-6a -] CIVIL TERM BOOZ MILK TRANSPORT, INC., and MARTHA E. BOOZ, Defendants COMPLAINT FOR CONFESSION OF JUDGMENT Members 1" Federal Credit Union, by and through its undersigned counsel, hereby files this Complaint for Confession of Judgment pursuant to Pa. R.C.P. Rule 2951 et seq. and in support thereof, avers the following: 1. Plaintiff, Members 1" Federal Credit Union ( "Plaintiff'), is a federally chartered credit union located at 5000 Louise Drive, Mechanicsburg, Pennsylvania 17055. 2. Defendant Booz Milk Transport, Inc. ( "Booz Milk "), is a Pennsylvania close corporation with a principal place of business located at 199 Booz Road, Shippensburg, Pennsylvania 17257. 3. Defendant Martha E. Booz is. an adult individual residing at 199 Booz Road, Shippensburg, Pennsylvania 17257. 4. On August 6, 2009, Booz Milk entered into certain loan documents, including a Credit Agreement and Disclosure ( "Credit Agreement "), with Plaintiff to open a line of credit in the amount of $100,000.00. A true and correct copy of the executed Credit Agreement is attached hereto as Exhibit "A" and is incorporated herein by reference. 5. On August 6, 2009, Defendant Martha E. Booz executed a Commercial Guaranty ( "Credit Guaranty ") and agreed to, among other things, guarantee full payment and satisfaction of all of Booz Milk's indebtedness to Plaintiff under the Credit Agreement. A true and correct copy of the Credit Guaranty is attached hereto as Exhibit `B" and is incorporated herein by reference. 6. In consideration for the Credit Agreement, Booz Milk executed an Open -End Mortgage and Security Agreement ( "First Mortgage ") and Assignment of Rents ( "First Assignment ") in favor of Plaintiff encumbering the real property located at 199 Booz Road, Shippensburg, Pennsylvania. True and correct copies of the first and signature pages of the First Mortgage and First Assignment are attached hereto and incorporated herein as Exhibit "C." 7. On or about September 15, 2009, Booz Milk executed a Credit Agreement and Disclosure Change in Terms Agreement ( "Change in Terms Agreement ") increasing the credit limit on the line of credit to $200,000.00. A true and correct copy of the Change in Terms Agreement is attached hereto and incorporated herein as Exhibit "D." 8. In consideration for the Change in Terms Agreement, Booz Milk executed a Modification of Mortgage dated September 15, 2009, increasing the amount secured by the First Mortgage to $200,000.00. A true and correct copy of the Modification of Mortgage is attached hereto and incorporated herein as Exhibit `B." 9. Defendants Booz Milk and Martha E. Booz have defaulted under the Credit Agreement and Credit Guaranty, by and including, but not limited to, allowing a material adverse change in their financial condition, and failing to make payments as required under the Credit Agreement. 10. The Credit Agreement and Credit Guaranty provide that Plaintiff, after the Events of Default have occurred, may confess judgment against Defendants Booz Milk and Martha E. Booz for all sums due and owing thereunder. 11. The total sum due and owing under the Credit Agreement as of July 24, 2013, is itemized as follows: Credit Agreement Principal $199,976.25 Interest (through 7/24/13) $ 1,580.46 .Costs of Suit (estimated) $ 200.00 Attorney Fees $ 19,997.62 Total: $221,754.33* *Plus interest per diem at $17.81, along with additional costs and fees incurred, until paid in full. 12. On August 6, 2009, Booz Milk entered into certain loan documents, including a Promissory Note ( "First Note "), with Plaintiff to borrow $139,000.00, and agreed to, among other things, make monthly payments of $463.33, and one irregular payment of $84,219.86, in satisfaction of the principal balance. A true and correct copy of the executed First Note is attached hereto as Exhibit "F" and is incorporated herein by reference. 13. On August 6, 2009, Defendant Martha E. Booz executed a Commercial Guaranty ( "First Guaranty ") and agreed to, among other things, guarantee full payment and satisfaction of all of Booz Milk's indebtedness to Plaintiff under the First Note. A true and correct copy of the First Guaranty is attached hereto as Exhibit "G" and is incorporated herein by reference. 14. In consideration for the First Note, Booz Milk executed a Mortgage ( "Second Mortgage ") and Assignment of Rents ( "Second Assignment ") in favor of Plaintiff encumbering the real property located at 199 Booz Road, Shippensburg, Pennsylvania. True and correct copies of the first and signature pages of the Second Mortgage and Second Assignment are attached hereto and incorporated herein as Exhibit "H." 15. Defendants Booz Milk and Martha E. Booz have defaulted under the First Note and First Guaranty, by and including, but not limited to, allowing a material adverse change in their financial condition. 16. The First Note and First Guaranty provide that Plaintiff, after the Events of Default have occurred, may confess judgment against Defendants Booz Milk and Martha E. Booz for all sums due and owing thereunder. 17. The total sum due and owing under the First Note as of July 24, 2013, is itemized as follows: First Note Principal $84,309.71 Interest (through 7/24/13) $ 686.17 Costs of Suit (estimated) $ 200.00 Attorney Fees $ 8,430.97 Total: $93,626.85* *Plus interest per diem at $11.55, along with additional costs and fees incurred, until paid in full. 18. On November 30, 2010, Booz Milk entered into certain loan documents, including a Promissory Note ( "Second Note "), with Plaintiff to borrow $45,000.00, and agreed to, among other things, make monthly payments of $1,080.97, and one irregular payment of $1,080.68, in satisfaction of the principal balance. A true and correct copy of the executed Second Note is attached hereto as Exhibit "I" and is incorporated herein by reference. 19. On November 30, 2010, Defendant Martha E. Booz executed a Commercial Guaranty ( "Second Guaranty ") and agreed to, among other things, guarantee full payment and satisfaction of all of Booz Milk's indebtedness to Plaintiff under the Second Note. A true and correct copy of the Second Guaranty is attached hereto as Exhibit "J" is incorporated herein by reference. 20. Defendants Booz Milk and Martha E. Booz have defaulted under the Second Note and Second Guaranty, by and including, but not limited to, allowing a material adverse change in their financial condition, and failing to make payments as required under the Second Note. 21. The Second Note and Second Guaranty provide that Plaintiff, after the Events of Default have occurred, may confess judgment against Defendants Booz Milk and Martha E. Booz for all sums due and owing thereunder. 22. The total sum due and owing under the Second Note as of July 24, 2013, is itemized as follows: Second Note Principal $27,057.61 Late Fees $ 54.05 Interest (through 7/24/13) $ 332.10 Costs of Suit (estimated) $ 200.00 Attorney Fees $ 2,705.76 Total: $30,349.52* *Plus interest per diem at $5.19, along with additional costs and fees incurred, until paid in full. 23. All conditions precedent have been satisfied to allow Plaintiff to confess judgment against Defendants under the Credit Agreement, First Note, Second Note, Credit Guaranty, First Guaranty, and Second Guaranty. 24. Judgment has not been confessed against Defendants in any other jurisdiction under the Credit Agreement, First Note, Second Note, Credit Guaranty, First Guaranty, or Second Guaranty. 25. Plaintiff is the holder of the Credit Agreement, First Note, Second Note, Credit Guaranty, First Guaranty, and Second Guaranty. 26. The Credit Agreement, First Note, Second Note, Credit Guaranty, First Guaranty, and Second Guaranty were executed and delivered in connection with a commercial transaction, and judgment is not being entered by confession against a natural person in connection with a consumer credit transaction. 27. The Credit Agreement, First Note, Second Note, Credit Guaranty, First Guaranty, and Second Guaranty have not been assigned. WHEREFORE, Members ls` Federal Credit Union requests that this Court enter judgment by confession against Defendants Booz Milk Transport, Inc., and Martha E. Booz in the amount of $345,730.70, plus interest per diem at $34.55, along with additional fees and costs as prayed for in the Complaint. Respectfully submitted, MARTSON LAW OFFICES By,2 j. Seth T. Mosebey, Esquir Attorney I.D. No. 20304 10 East High Street Carlisle, PA 17013 (717) 243 -3341 Date: $/16173 Attorneys for Plaintiff EXHIBIT "A" CRE T AGREEMENT AND DISCL( URE 0! . .......: 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: Booz Milk Transport, Inc. Lender: Members 1st Federal Credit Union 199 Booz Road ATTN: Small Business Lending Shippensburg, PA 17257 5000 Louise Drive. Mechanicsburg, PA 17055 CREDIT LIMIT: $ 100,000.00 DATE OF AGREEMENT: August 6, 2009 Introduction. This Credit Agreement and Disclosure ( "Agreement ") governs Borrower's line of credit (the "Credit Line" or the "Credit Line Account ") issued through Members 1 st Federal Credit Union. Borrower agrees to the following terms and conditions: Promise to Pay. Borrower promises to pay Members 1st Federal Credit Union, or order, the total of all credit advances and FINANCE CH; together with all costs and expenses for which Borrower is responsible under this Agreement or under the "Mortgage" which secures Borrower's Credit Line. Borrower will pay Borrower's Credit Line according to the payment terms set forth below. If there is more than one Borrower, each is jointly and severally liable on this Agreement. This means Lender can require any Borrower to pay all amounts due under this Agreement, including credit advances made to any Borrower. Each Borrower authorizes any other Borrower, on his or her signature alone, to cancel the Credit Line, to request and receive credit advances, and to do all other things necessary to carry out the terms of this Agreement. Lender can release any Borrower from responsibility under this Agreement, and the others will remain responsible. Term. The term of Borrower's Credit Line will begin as of the date of this Agreement ( "Opening Date ") and will continue until August 6, 2012 ( "Maturity Date "). All indebtedness under this Agreement, if not already paid pursuant to the payment provisions below, will be due and payable upon maturity. The draw period of Borrower's Credit Line will begin on a date, after the Opening Date, when the Agreement is accepted by Lender in the Commonwealth of Pennsylvania, following the perfection of the Mortgage, and the meeting of all of Lender's other conditions. Borrower may obtain credit advances during this period ( "Draw Period "). Borrower agrees that Lender may renew or extend the period during which Borrower may obtain credit advances or make payments. Borrower further agrees that Lender may renew or extend Borrower's Credit Line Account. Minimum Payment. Borrower's "Regular Payment" will equal the amount of Borrower's accrued FINANCE CHARGES or $50.00, whichever is greater. Borrower will make 35 of these payments. Borrower will then be required to pay the entire balance owing in a single balloon payment. If Borrower makes only the minimum payments, Borrower may not repay any of the principal balance by the end of this payment stream. Borrower's payments will be due monthly. Borrower's "Minimum Payment" will be the Regular Payment, plus any amount past due and all other charges. An increase in the ANNUAL PERCENTAGE RATE may increase the amount of Borrower's Regular Payment. In any event, if Borrower's Credit Line balance falls below $250.00, Borrower agrees to pay Borrower's balance in full. Borrower agrees to pay not less than the Minimum Payment on or before the due date. Balloon Payment. Borrower's Credit Line Account is payable in full upon maturity in a single balloon payment. Borrower must pay the entire outstanding principal, interest and any other charges then due. Unless otherwise required by applicable law, Lender is under no obligation to refinance the balloon payment at that time. Borrower may be required to make payments out of other assets Borrower owns or find a lender, which may be Lender, willing to lend Borrower the money. If Borrower refinances the balloon, Borrower may have to pay some or all of the closing costs normally associated with a new credit line account, even if Borrower obtains refinancing from Lender. How Borrower's Payments Are Applied. Unless otherwise agreed or required by applicable law, payments and other credits will be applied first to late charges and other charges; then to any amounts that exceed Borrower's Credit Limit; then to any voluntary credit life and disability insurance premiums; then to Finance Charges; and then to unpaid principal. Credit Limit. This Agreement covers a revolving line of credit for the principal amount of One Hundred Thousand & 00/100 Dollars ($100,000.00), which will be Borrower's "Credit Limit" under this Agreement. Borrower may borrow against the Credit Line, repay any portion of the amount borrowed, and re- borrow up to the amount of the Credit Limit. Borrower's Credit Limit is the maximum amount Borrower may have outstanding at any one time. Borrower agrees not to attempt, request, or obtain a credit advance that will make Borrower's Credit Line Account balance exceed Borrower's Credit Limit. Borrower's Credit Limit will not be increased should Borrower overdraw Borrower's Credit Line Account. If Borrower exceeds Borrower's Credit Limit, Borrower agrees to repay immediately the amount by which Borrower's Credit Line Account exceeds Borrower's Credit Limit. Any amount greater than the Credit Limit will be secured by the security agreement covering Borrower's property. Charges to Borrower's Credit Line. Lender may charge Borrower's Credit Line to pay other fees and costs that Borrower is obligated to pay under this Agreement, the Mortgage or any other document related to Borrower's Credit Line. In addition, Lender may charge Borrower's Credit Line for funds required for continuing insurance coverage as described in the paragraph titled "Insurance" below or as described in the Mortgage for this transaction. Lender may also, at Lender's option, charge Borrower's Credit Line to pay any costs or expenses to protect or perfect Lender's security interest in Borrower's property. These costs or expenses include, without limitation, payments to cure defaults under any existing liens on Borrower's property. If Borrower does not pay Borrower's property taxes, Lender may charge Borrower's Credit Line and pay the delinquent taxes. Any amount so charged to Borrower's Credit Line will be a credit advance and will decrease the funds available, if any, under the Credit Line. However, Lender has no obligation to provide any of the credit advances referred to in this paragraph. Effective Disbursement Date. The words "Effective Disbursement Date" as used in this Agreement mean a date, after the Opening Date, when the Agreement is accepted by Lender in the Commonwealth of Pennsylvania following the perfection of Lender's security agreements and the meeting of all of Lender's other conditions. Borrower agrees and understands that Borrower may not receive any credit advance under Borrower's Credit Line until after the Effective Disbursement Date of this Agreement. Credit Advances. After the Effective Disbursement Date of this Agreement, Borrower may obtain credit advances under Borrower's Credit Line as follows: Telephone Request. Requesting a credit advance from Borrower's Credit Line to be applied to Borrower's designated account by telephone. Except for transactions covered by the federal Electronic Fund Transfers Act and unless otherwise agreed in your deposit account agreement, Borrower acknowledges and Borrower agrees that Lender does not accept responsibility for the authenticity of telephone instructions and that Lender will not be liable for any loss, expense, or cost arising out of any telephone request, including any fraudulent or unauthorized telephone request, when acting upon such instructions believed to be genuine. Requests By Mail. Requesting an advance by mail. C DIT AGREEMENT AND DISCLOS E Loan No: ' (Continued)_ Page 2 Requests in Person. Requesting a credit advance in person at any of Lender's authorized locations. If there is more than one person authorized to use this Credit Line Account, Borrower agrees not to give Lender conflicting instructions, such as one Borrower telling Lender not to give advances to the other. Transaction Requirements. The following transaction limitations will apply to the use of Borrower's Credit Line: Request By Mail, In Person Request and Telephone Request Limitations. There are no transaction limitations for requesting an advance by mail, requesting an advance in person or requesting an advance by telephone. Limitation on All Access Devices. You may not use any access device, whether described above or added in the future, for any illegal or unlawful transaction, and we may decline to authorize any transaction that we believe poses an undue risk of illegality or unlawfulness. Notwithstanding the foregoing, we may collect on any debt arising out of any illegal or unlawful transaction. Future Credit Line Services. Borrower's application for this Credit Line also serves as a request to receive any new services (such as access devices) which may be available at some future time as one of Lender's services in connection with this Credit Line. Borrower understands that this request is voluntary and that Borrower may refuse any of these new services at the time they are offered. Borrower further understands that the terms and conditions of this Agreement, together with any specific terms covering the new service, will govern any transactions made pursuant to any of these new services. Collateral. Borrower acknowledges this Agreement is secured by the following collateral described in the security instruments listed herein: (A) an Open -End Mortgage dated August 6, 2009, to Lender on real property located in Cumberland County, Commonwealth of Pennsylvania. (B) an Assignment of All Rents to Lender on real property located in Cumberland County, Commonwealth of Pennsylvania. Insurance. Borrower must obtain insurance on the Property securing this Agreement that is reasonably satisfactory to Lender. Borrower may obtain property insurance through any company of Borrower's choice that is reasonably satisfactory to Lender. Borrower has the option of providing any insurance required under this Agreement through an existing policy or a policy independently obtained and paid for by Borrower, subject to Lender's right, for reasonable cause before credit is extended, to decline any insurance provided by Borrower. Subject to applicable law, if Borrower fails to obtain or maintain insurance as required in the Mortgage, Lender may purchase insurance to protect Lender's own interest, add the premium to Borrower's balance, declare the loan in default, or do any one or more of these things. Statutory Lien. Borrower agrees that all credit advances Borrower receives under the plan are secured by all shares and deposits in all joint and individual accounts Borrower has with Lender now and in the future. Borrower authorizes Lender to apply the balance in these accounts to pay any amounts due under this Agreement when Borrower is in default under this Agreement. Shares and deposits in an Individual Retirement Account and any other account that would lose special tax treatment under state or federal law if given as security are not subject to the security interest Borrower has given in Borrower's shares and deposits. When FINANCE CHARGES Begin to Accrue. Periodic FINANCE CHARGES for credit advances under Borrower's Credit Line will begin to accrue on the date credit advances are posted to Borrower's Credit Line. There is no "free ride period" which would allow Borrower to avoid a FINANCE CHARGE on Borrower's Credit Line credit advances. Method Used to Determine the Balance on Which the FINANCE CHARGE Will Be Computed. A monthly FINANCE CHARGE will be imposed on all credit advances made under Borrower's Credit Line imposed from the date of each credit advance based on the "average daily balance" method. To get the average daily balance, Lender takes the beginning balance of Borrower's Credit Line Account each day, add any new advances and subtract any payments or credits. This gives Lender a daily balance. Then, Lender adds up all the daily balances for the statement cycle and divides the total by the number of days in the statement cycle. This gives Lender the "average daily balance." Method of Determining the Amount of FINANCE CHARGE. Any FINANCE CHARGE is determined by applying the monthly "Periodic Rate" to the balance described herein. This is Borrower's FINANCE CHARGE calculated by applying a Periodic Rate. Borrower also agrees to pay FINANCE CHARGES, not calculated by applying a Periodic Rate, as set forth below: Minimum FINANCE CHARGE. in any event, including payment of the Credit Line balance in full, Borrower may have to pay a Minimum FINANCE CHARGE of $0.50. This fee will be charged as follows: Monthly. Annual Review Fee. At the time of an annual review of Borrower's Credit Line Account Borrower will be charged a fee as follows: 0.00. Periodic Rate and Corresponding ANNUAL PERCENTAGE RATE. The Periodic Rate and the corresponding ANNUAL PERCENTAGE RATE on Borrower's Credit Line are subject to change from time to time based on changes in an index which is Lender's Prime Rate (the "Index "). This is the rate Lender charges, or would charge, on 90 -day unsecured loans to the most creditworthy corporate customers. This rate may or may not be the lowest rate available from Lender at any given time. The ANNUAL PERCENTAGE RATE on Borrower's Credit Line is based upon the Index described below. The Periodic Rate and the corresponding ANNUAL PERCENTAGE RATE on Borrower's Credit Line will increase or decrease as the Index increases or decreases from time to time. Lender will determine the Periodic Rate and the corresponding ANNUAL PERCENTAGE RATE as follows: Lender starts with the current Index as disclosed below. To determine the Periodic Rate that will apply to Borrower's account, Lender takes the value of the Index, then divides the value by 12 (monthly). To obtain the ANNUAL PERCENTAGE RATE Lender multiplies the Periodic Rate by 12 (monthly). This result is the ANNUAL PERCENTAGE RATE. In no event will the corresponding ANNUAL PERCENTAGE RATE be less than 3.000°x6 per annum or more than the lesser of 18.000% or the maximum rate allowed by applicable law. Adjustments to the Periodic Rate and the corresponding ANNUAL PERCENTAGE RATE resulting from changes in the Index will take effect the first business day after a payment is made following a change in interest rates. Notwithstanding the above provisions, the maximum increase or decrease in the interest rate at any one time on this loan will not exceed 3.000 percentage points. Today the Index is 3.250% per annum, and therefore the initial ANNUAL PERCENTAGE RATE and the corresponding Periodic Rate on Borrower's Credit Line are as stated below: Current Rates for the First Payment Stream Range of Balance Margin Added ANNUAL PERCENTAGE Monthly Periodic or Conditions to Index RATE Rate All Balances 0.000% o 3.250 k 0.27083% Notwithstanding any other provision of this Agreement, Lender will not charge interest on any undisbursed loan proceeds. Forgo Rate Increases. If we forgo an ANNUAL PERCENTAGE RATE increase, at the time of a later adjustment we may return to the full Index value plus margin. C DIT AGREEMENT AND DISCLOS E Loan No :: (Continued)_ Page 3 Conditions Under Which Other Charges May Be Imposed. Borrower agrees to pay all the other fees and charges related to Borrower's Credit Line as set forth below: Fee to Stop Payment. Borrower's Credit Line Account may be charged $30.00 when Borrower requests a stop payment on Borrower's account. Late Charge. In addition to Lender's rights upon default, Borrower's payment will be late if it is not received by Lender within 15 days after the "Payment Due Date" shown on the voucher Borrower receives with each credit advance. If Borrower's payment is late Lender may charge Borrower 5.000% of the unpaid amount of the payment or $25.00, whichever is greater. Lien Release Fees. In addition to all other charges, Borrower agrees, to the extent not prohibited by law, to pay all governmental fees for release of Lender's security interests in collateral securing Borrower's Credit Line. Borrower will pay these fees at the time the lien or liens are released. The estimated amount of these future lien release fees is $100.00. Security Interest Charges. Borrower agrees to pay all security interest charges related to Borrower's Credit Line as set forth below: Flood Determination $12.00 TaxTrax $ 90.00 Environmetal Screen Report $600.00 Loan Documentation $275.00 Appraisal Fee $2000.00 Cumberland County Mortgage Recording S 86.50 Total $ 3072.50 Right to Credit Advances. After the Effective Disbursement Date, Lender will honor Borrower's requests for credit advances up to Borrower's Credit Limit so long as: (A) Borrower is not in default under the terms of this Agreement; (B) this Agreement has not been terminated or suspended; and (C) Borrower's Credit Line has not been cancelled as provided above in the section of this Agreement titled "Term." Default. Lender may declare Borrower to be in default if any one or more of the following events occur: (A) Borrower fails to pay a Minimum Payment when due; (B) an event of default occurs under the security agreement for the Property; (C) the Property is further encumbered in any way, voluntarily or involuntarily; (D) Borrower dies; (E) Borrower makes any false or misleading statements on Borrower's Credit Line application; (F) Borrower violates any provision of this Agreement or any other agreement with Lender; (G) any garnishment, attachment, or execution is issued against any material asset owned by Borrower; (H) Borrower exceeds Borrower's Credit Limit; (1) Borrower files for bankruptcy or other insolvency relief, or an involuntary petition under the provisions of the Bankruptcy Code is filed against Borrower; (J) Lender in good faith believes itself insecure. Lender's Rights. If Borrower is in default, Lender will send notice to Borrower setting forth a time period of at least thirty (30) days within which such default may be cured.. During this cure period, without notice, Lender may suspend Borrower's Credit Line as provided below. If such default is not cured during this period, Lender may either terminate or continue suspension of Borrower's Credit Line Account. Suspension. If Lender suspends Borrower's Credit Line, Borrower will lose the right to obtain further credit advances. However, all other terms of this Agreement will remain in effect and be binding upon Borrower, including Borrower's liability for any further unauthorized use of any Credit Line access devices. Termination. If Lender terminates Borrower's Credit Line, Borrower's Credit Line will be suspended and the entire unpaid balance of Borrower's Credit Line Account will be immediately due and payable, without prior notice except as may be required by law, and Borrower agrees to pay that amount plus all FINANCE CHARGES and other amounts due under this Agreement. Collection Costs. 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. Rate Increase. In addition to Lender's other rights on default, Lender may increase the variable interest rate under this Agreement to 15.000 percent per annum. The interest rate will not exceed the maximum rate permitted by applicable law. If Lender does not increase the interest rate on default, it will continue at the variable rate in effect as of the date Lender declares a default. Delay in Enforcement. Lender may delay or waive the enforcement of any of Lender's rights under this Agreement without losing that right or any other right. If Lender delays or waives any of Lender's rights, Lender may enforce that right at any time in the future without advance notice. For example, not terminating Borrower's account for non - payment will not be a waiver of Lender's right to terminate Borrower's account in the future if Borrower has not paid. Termination by Borrower. If Borrower terminates this Agreement, Borrower must notify Lender in writing at the address shown on Borrower's periodic statement or other designated address. Despite termination, Borrower's obligations under this Agreement will remain in full force and effect until Borrower has paid Lender all amounts due under this Agreement. Prepayment. Borrower may prepay all or any amount owing under this Credit Line at any time without penalty, except Lender will be entitled to receive the Minimum FINANCE CHARGES as stated above and to receive all accrued FINANCE CHARGES, and other charges, if any. Payments in excess of Borrower's Minimum Payment will not relieve Borrower of Borrower's obligation to continue to make Borrower's Minimum Payments. Instead, they will reduce the principal balance owed on the Credit Line. 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: Members 1st Federal Credit Union, 5000 Louise Drive Mechanicsburg, PA 17050, Notices. All notices will be sent to Borrower's address as shown in Borrower's Credit Line application. Notices will be mailed to Borrower at a different address if Borrower gives Lender written notice of a different address. Borrower agrees to advise Lender promptly if Borrower changes Borrower's mailing address. Annual Review. Borrower agrees that Borrower will provide Lender with a current financial statement, a new credit application, or both, annually, on forms provided by Lender. Based upon this information Lender will conduct an annual review of Borrower's Credit Line Account. Borrower also agrees Lender may obtain credit reports on Borrower at any time, at Lender's sole option and expense, for any reason, including but not limited to determining whether there has been an adverse change in Borrower's financial condition. Lender may require a new appraisal of the Property which secures Borrower's Credit Line at any time, including an internal inspection, at Lender's sole option and axnan.,R. C; 3IT AGREEMENT AND DISCLOSI Loan No: (Continued) . Page 4 Borrower agrees to pay the annual review fee shown above. Borrower authorizes Lender to release information about Borrower to third parties as described in Lender's privacy policy and Lender's Fair Credit Reporting Act notice, provided Borrower did not opt out of the applicable policy, or as permitted by law. Based upon a material adverse change in Borrower's financial condition (such as termination of employment or loss of income), Lender may suspend Borrower's Credit Line. Transfer or Assignment. Without prior notice or approval from Borrower, Lender reserves the right to sell or transfer Borrower's Credit Line Account and Lender's rights and obligations under this Agreement to another lender, entity, or person, and to assign Lender's rights under the Mortgage. Borrower's rights under this Agreement belong to Borrower only and may not be transferred or assigned. Borrower's obligations, however, are binding on Borrower's heirs and legal representatives. Upon any such sale or transfer, Lender will have no further obligation to provide Borrower with credit advances or to perform any other obligation under this Agreement. 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: Members 1 st Federal Credit Union 5000 Louise Drive Mechanicsburg, PA 17050. 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 Vanua. 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. Caption Headings. Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or define the provisions of this Agreement. Interpretation. Borrower agrees that this Agreement, together with the Mortgage, is the best evidence of Borrower's agreements with Lender. If a court finds that any provision of this Agreement is not valid or should not be enforced, that fact by itself will not mean that the rest of this Agreement will not be valid or enforced. Therefore, a court may enforce the rest of the provisions of this Agreement even if a provision of this Agreement may be found to be invalid or unenforceable. If Lender goes to court for any reason, Lender can use a copy, filmed or electronic, of any periodic statement, this Agreement, the Mortgage or any other document to prove what Borrower owes Lender or that a transaction has taken place. The copy, microfilm, microfiche, or optical image will have the same validity as the original. Borrower agrees that, except to the extent Borrower can show there is a billing error, Borrower's most current periodic statement is the best evidence of Borrower's obligation to pay. Severability. If a court of competent jurisdiction finds any provision of this Agreement to be illegal, invalid, or unenforceable as to any circumstance, that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other circumstance. If feasible, the offending provision shall be considered modified so that it becomes legal, valid and enforceable. If the offending provision cannot be so modified, it shall be considered deleted from this Agreement. Unless otherwise required by law, the illegality, invalidity, or unenforceability of any provision of this Agreement shall not affect the legality, validity or enforceability of any other provision of this Agreement. Arbitration. Borrower and Lender agree that all disputes, claims and controversies between them whether individual, joint, or class in nature. arising from this Agreement or otherwise, including without limitation contract and tort disputes, shall be arbitrated pursuant to the Rules of the American Arbitration Association in effect at the time the claim is filed, upon request of either party. No act to take or dispose of any Collateral shall constitute a waiver of this arbitration agreement or be prohibited by this arbitration agreement. This includes, without limitation, obtaining injunctive relief or a temporary restraining order; invoking a power of sale under any deed of trust or mortgage; obtaining a writ of attachment or imposition of a receiver; or exercising any rights relating to personal property, including taking or disposing of such property with o► without judicial process pursuant to Article 9 of the Uniform Commercial Code. Any disputes, claims, or controversies concerning the lawfulness or reasonableness of any act, or exercise of any right, concerning any Collateral, including any claim to rescind, reform, or otherwise modify any agreement relating to the Collateral, shall also be arbitrated, provided however that no arbitrator shall have the right or the power to enjoin or restrain any act of any party. Judgment upon any award rendered by any arbitrator may be entered in any court having jurisdiction. Nothing in this Agreement shall preclude any party from seeking equitable relief from a court of competent jurisdiction. The statute of limitations, estoppel, waiver, laches, and similar doctrines which would otherwise be applicable in an action brought by a party shall be applicable in any arbitration proceeding, and the commencement of an arbitration proceeding shall be deemed the commencement of an action for these purposes. The Federal Arbitration Act shall apply to the construction, interpretation, and enforcement of this arbitration provision. 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 THE CREDIT LINE ACCOUNT AND ALL ACCRUED INTEREST, LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THE CREDIT LINE ACCOUNT, 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. Acknowledgment and Amendments. Borrower understands and agrees to the terms and conditions in this Agreement. Borrower acknowledges that, subject to applicable laws, Lender has the right to change the terms and conditions of the Credit Line program, including without limitation, the Margin. If Lender changes the Periodic Rate and subsequent new credit advances are made under this Agreement, the entire balance will be subject to the new rates. Borrower also understands and agrees that Borrower may be subject to other agreements with Lender regarding transfer instruments or access devices which may access Borrower's Credit Line. Any person signing below may request a modification to this Agreement, and, if granted, the modification will be binding upon all signers. By signing this Agreement, Borrower acknowledges that Borrower has read this Agreement. Borrower also acknowledges receipt of a completed copy of this Agreement. C( AT AGREEMENT AND DISCLOSI Loan No: (Continued) Page 5 This Agreement is dated August 6, 2009. 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: 6002 ILK TRANSP INC Bye' 6 Larry L. ooz, ant of Booz Milk ort, inc. (Seal) By: (Seal) Martha E. Booz, Secretary /Treasurer of Booz Milk Transport, Inc. By: (Seal) Enck A. Booz, Vice Pre of Booz Milk Transport, Inc. ACCEPTED: MEMBERS 1ST FEDERAL C IT UNION B y: (Seal) razed Signer Effective Disbursement Date: LASER MO Lo ftg, VA,. 6.46.00.004 Copy. HM d Flno IW SoWtbf, 1­ 1997, 2009. Al RlpFlo A—r . . PA CAC MV64 %1.17 EXHIBIT "B" COMMERCIAL GUARANTY ........:::::::: ...:........................... ..............Mater...::::::::: ;:::::.;::;.;;::: :;;:::::::::::::...:::::: ::.:..:...............::..:.................:........ .............:::..._........... :..:.ea(i..... .....ca . ............................................................................................................................................... ..............................: ::::::::::.:: ::.- :::::.::::::::::::::....... ©ff) :::.:........:•.....,::::::... ............................:.: •::.............................:.::.:::::.........................::............................::::::::..........................::::.-:..........................:.::::..:......................::::. :.............................. ,. itt i References in the boxes above are for Lender's use only and do not limit the applicability of this document to an ular loan or item. Any item above containing "• "•" has been omitted due to text length limitations. Borrower: Booz Milk Transport, Inc. Lender: Members list Federal Credit Union 199 Booz Road ATTN: Small Business Lending Shippensburg, PA 17257 5000 Louise Drive Guarantor: Martha E. Booz Mechanicsburg, PA 17055 199 Booz Road Shippensburg, PA 17257 GUARANTEE OF PAYMENT AND PERFORMANCE. For good and valuable consideration, Guarantor absolutely and unconditionally guarantees full and punctual payment and satisfaction of the Indebtedness of Borrower to Lender, and the performance and discharge of all Borrower's obligations under the Credit Agreement and the Related Documents. This is a guaranty of payment and performance and not of collection, so Lender can enforce this Guaranty against Guarantor even when Lender has not exhausted Lender's remedies against anyone else obligated to pay the Indebtedness or against any collateral securing the Indebtedness, this Guaranty or any other guaranty of the Indebtedness. Guarantor will make any payments to Lender or its order, on demand, in legal tender of the United States of America, in same -day funds, without set -off or deduction or counterclaim, and will otherwise perform Borrower's obligations under the Credit Agreement and Related Documents. INDEBTEDNESS. The word "Indebtedness" as used in this Guaranty means all of the principal amount outstanding from time to time and at any one or more times, accrued unpaid interest thereon and all collection costs and legal expenses related thereto permitted by law, reasonable attorneys' fees, arising from any and all debts, liabilities and obligations that Borrower individually or collectively or interchangeably with others, owes or will owe Lender under the Credit Agreement and Related Documents and any renewals, extensions, modifications, refinancings, consolidations and substitutions of the Credit Agreement and Related Documents. If Lender presently holds one or more guaranties, or hereafter receives additional guaranties from Guarantor, Lender's rights under all guaranties shall be cumulative. This Guaranty shall not (unless specifically provided below to the contrary) affect or invalidate any such other guaranties. Guarantor's liability will be Guarantor's aggregate liability under the terms of this Guaranty and any such other unterminated guaranties. CONTINUING GUARANTY. THIS GUARANTY ENCOMPASSES A LINE OF CREDIT AND GUARANTOR UNDERSTANDS AND AGREES THAT THIS GUARANTY SHALL BE OPEN AND CONTINUOUS UNTIL THE INDEBTEDNESS IS PAID IN FULL AND THE LENDER DECLARES THAT THE LINE OF CREDIT IS FULLY SATISFIED, PERFORMED AND TERMINATED. DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender, or any notice to Guarantor or to Borrower, and will continue in full force until all the Indebtedness shall have been fully and finally paid and satisfied and all of Guarantor's other obligations under this Guaranty shall have been performed in full. Release of any other guarantor or termination of any other guaranty of the Indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation Lender receives from any one or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. This Guaranty covers a revolving line of credit and It is specifically anticipated that fluctuations will occur in the aggregate amount of the Indebtedness. Guarantor specifically acknowledges and agrees that fluctuations in the amount of the Indebtedness, even to zero dollars (s 0.00), shall not constitute a termination of this Guaranty. Guarantor's liability under this Guaranty shall terminate only upon (A) termination in writing by Borrower and Lender of the line of credit, (B) payment of the Indebtedness in full in legal tender, and (C) payment in full in legal tender of all of Guarantor's other obligations under this Guaranty. GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, without notice or demand and without lessening Guarantor's liability under this Guaranty, from time to time: (A) to make one or more additional secured or unsecured loans to Borrower, to lease equipment or other goods to Borrower, or otherwise to extend additional credit to Borrower; (B) to alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of the Indebtedness or any part of the Indebtedness, including increases and decreases of the rate of interest on the Indebtedness; extensions may be repeated and may be for longer than the original loan term; (C) to take and hold security for the payment of this Guaranty or the Indebtedness, and exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any such security, with or without the substitution of new collateral; (D) to release, substitute, agree not to sue, or deal with any one or more of Borrower's sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; (E) to determine how, when and what application of payments and credits shall be made on the Indebtedness; (F) to apply such security and direct the order or manner of sale thereof, including without limitation, any nonjudicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; (G) to sell, transfer, assign or grant participations in all or any part of the Indebtedness; and (H) to assign or transfer this Guaranty in whole or in part. GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that (A) no representations or agreements of any kind have been made to Guarantor which would limit or quality in any way the terms of this Guaranty; (B) this Guaranty is executed at Borrower's request and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (F) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor's financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (1) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower. GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (A) to continue lending money or to extend other credit to Borrower; (B) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional COMMERCIAL GUARANTY Loan No: (Continued) Page 2 loans or'obligations; (C) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (D) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (E) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (F) to pursue any other remedy within Lender's power; or (G) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. Guarantor also waives any and all rights or defenses based on suretyship or impairment of collateral including, but not limited to, any rights or defenses arising by reason of (A) any "one action" or "anti- deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (B) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (C) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (D) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (E) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced, there is outstanding Indebtedness which is not barred by any applicable statute of limitations; or (F) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both. GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees that each of the waivers set forth above is made with Guarantor's full knowledge of its significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to public policy or law. If any such waiver is determined to be contrary to any applicable law or public policy, such waiver shall be effective only to the extent permitted by law or public policy, SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the Indebtedness, whether now existing or hereafter created, shall be superior to any claim that Guarantor may now have or hereafter acquire against Borrower, whether or not Borrower becomes insolvent. Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower, upon any account whatsoever, to any claim that Lender may now or hereafter have against Borrower. In the event of insolvency and consequent liquidation of the assets of Borrower, through bankruptcy, by an assignment for the benefit of creditors, by voluntary liquidation, or otherwise, the assets of Borrower applicable to the payment of the claims of both Lender and Guarantor shall be paid to Lender and shall be first applied by Lender to the Indebtedness. Guarantor does hereby assign to Lender all claims which it may have or acquire against Borrower or against any assignee or trustee in bankruptcy of Borrower; provided however, that such assignment shall be effective only for the purpose of assuring to Lender full payment in legal tender of the Indebtedness. If Lender so requests, any notes or credit agreements now or hereafter evidencing any debts or obligations of Borrower to Guarantor shall be marked with a legend that the same are subject, to this Guaranty and shall be delivered to Lender. Guarantor agrees, and Lender is hereby authorized, in the name of Guarantor, from time to time to file financing statements and continuation statements and to execute documents and to take such other actions as Lender deems necessary or appropriate to perfect, preserve and enforce its rights under this Guaranty. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Guaranty: Amendments. This Guaranty, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Guaranty. No alteration of or amendment to this Guaranty shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Arbitration. Borrower and Guarantor and Lender agree that all disputes, claims and controversies between them whether individual, joint, or class in nature, arising from this Guaranty or otherwise, including without limitation contract and tort disputes, shall be arbitrated pursuant to the RUles of the American Arbitration Association in effect at the time the claim is filed, upon request of either party. No act to take or dispose of any Collateral shall constitute a waiver of this arbitration agreement or be prohibited by this arbitration agreement. This includes, without limitation, obtaining injunctive relief or a temporary restraining order; invoking a power of sale under any dead of trust or mortgage; obtaining a writ of attachment or imposition of a receiver; or exercising any rights relating to personal property, including taking or disposing of such property with or without judicial process pursuant to Article 9 of the Uniform Commercial Code. Any disputes, claims, or controversies concerning the lawfulness or reasonableness of any act, or exercise of any right, concerning any Collateral, including any claim to rescind, reform, or otherwise modify any agreement relating to the Collateral, shall also be arbitrated, provided however that no arbitrator shall have the right or the power to enjoin or restrain any act of any party. Judgment upon any award rendered by any arbitrator may be entered in any court having jurisdiction. Nothing in this Guaranty shall preclude any party from seeking equitable relief from a court of competent jurisdiction. The statute of limitations, estoppel, waiver, laches, and similar doctrines which would otherwise be applicable in an action brought by a party shall be applicable in any arbitration proceeding, and the commencement of an arbitration proceeding shall be deemed the commencement of an action for these purposes. The Federal Arbitration Act shall apply to the construction, interpretation, and enforcement of this arbitration provision. Attorneys' Fees; Expenses. Guarantor agrees to pay upon demand all of Lender's costs and expenses, including Lender's reasonable attorneys' fees and Lender's legal expenses, incurred in connection with the enforcement of this Guaranty. Lender may hire or pay someone else to help enforce this Guaranty, and Guarantor shall pay the costs and expenses of such enforcement. Costs and expenses include Lender's reasonable attorneys' fees and legal expenses whether or not there is a lawsuit, including reasonable attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post - judgment collection services. Guarantor also shall pay all court costs and such additional fees as may be directed by the court. Caption Headings. Caption headings in this Guaranty are for convenience purposes only and are not to be used to interpret or define the provisions of this Guaranty. Governing Law. This Guaranty will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions. Choice of Venue. If there is a lawsuit, Guarantor agrees upon Lender's request to submit to the jurisdiction of the courts of Cumberland County, Commonwealth of Pennsylvania. Integration. Guarantor further agrees that Guarantor has read and fully understands the terms of this Guaranty; Guarantor has had the COMMERCIAL GUARANTY Loan No: -- (Continued) Page 3 opportunity to be advised by Guarantor's attorney with respect to this Guaranty; the Guaranty fully reflects Guarantor's intentions and paroi evidence is not required to interpret the terms of this Guaranty. Guarantor hereby indemnifies and holds Lender harmless from all losses, claims, damages, and costs (including Lender's attorneys' fees) suffered or incurred by Lender as a result of any breach by Guarantor of the warranties, representations and agreements of this paragraph. Interpretation. In all cases where there is more than one Borrower or Guarantor, then all words used in this Guaranty in the singular shall be deemed to have been used in the plural where the context and construction so require; and where there is more than one Borrower named in this Guaranty or when this Guaranty is executed by more than one Guarantor, the words "Borrower" and "Guarantor" respectively shall mean all and any one or more of them. The words "Guarantor," "Borrower," and "Lender" include the heirs, successors, assigns, and transferees of each of them. if a court finds that any provision of this Guaranty is not valid or should not be enforced, that fact by itself will not mean that the rest of this Guaranty will not be valid or enforced. Therefore, a court will enforce the rest of the provisions of this Guaranty even if a provision of this Guaranty may be found to be invalid or unenforceable. If any one or more of Borrower or Guarantor are corporations, partnerships, limited liability companies, or similar entities, it is not necessary for Lender to inquire into the powers of Borrower or Guarantor or of the officers, directors, partners, managers, or other agents acting or purporting to act on their behalf, and any indebtedness made or created in reliance upon the professed exercise of such powers shall be guaranteed under this Guaranty. Notices. Unless otherwise provided by applicable law, any notice required to be given under this Guaranty shall be given in writing, and shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this Guaranty. Any party may change its address for notices under this Guaranty by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, Guarantor agrees to keep Lender informed at all times of Guarantor's current address. Unless otherwise provided by applicable law, if there is more than one Guarantor, any notice given by Lender to any Guarantor is deemed to be notice given to all Guarantors. No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Guaranty unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Guaranty shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Guaranty. No prior waiver by Lender, nor any course of dealing between Lender and Guarantor, shall constitute a waiver of any of Lender's rights or of any of Guarantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Guaranty, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender. Successors and Assigns. The terms of this Guaranty shall be binding upon Guarantor, and upon Guarantor's heirs, personal representatives, successors, and assigns, and shall be enforceable by Lender and its successors and assigns. Waive Jury. Lender and Guarantor hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either Lender or Guarantor against the other. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Guaranty. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural, and the plural shall Include the singular, as the context may require. Words and terms not otherwise defined in this Guaranty shall have the meanings attributed to such terms in the Uniform Commercial Code: Borrower. The word "Borrower" means Booz Milk Transport, Inc. and includes all co- signers and co- makers signing the Credit Agreement and all their successors and assigns. Credit Agreement. The words "Credit Agreement" mean the credit agreement dated August 6, 2009, with credit limit of $100,000.00 from Borrower to Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the promissory note or agreement. Guarantor. The word "Guarantor" means everyone signing this Guaranty, including without limitation Martha E. Booz, and in each case, any signer's successors and assigns. Guaranty. The word "Guaranty" means this guaranty from Guarantor to Lender. Indebtedness. The word "Indebtedness" means Borrower's indebtedness to Lender as more particularly described in this Guaranty. Lender. The word "Lender" means Members 1 at Federal Credit Union, its successors and assigns. Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness. CONFESSION OF JUDGMENT. GUARANTOR 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 GUARANTOR AFTER THE AMOUNTS HEREUNDER BECOME DUE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT AGAINST GUARANTOR FOR THE ENTIRE PRINCIPAL BALANCE OF THIS GUARANTY 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 GUARANTY OR A COPY OF THIS GUARANTY VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS GUARANTY TO CONFESS JUDGMENT AGAINST GUARANTOR 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 GUARANTY. GUARANTOR HEREBY WAIVES ANY RIGHT GUARANTOR 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 GUARANTOR'S ATTENTION OR GUARANTOR HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. COMMERCIAL GUARANTY Loan No: (Continued) Page 4 EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES TO ITS TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH IN THE SECTION TITLED "DURATION OF GUARANTY ". NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY IS DATED AUGUST 6, 2009. THIS GUARANTY IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS GUARANTY IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. GUARANTOR: Martha E. Booz LASER PRO L.dhp. V.. 6.46.00.OM Cop. H.1-d Fh-.w Soh lien,, I"a. 1997, 2009. AN RipAb R—ved. - PA CACOMMERCIALLCFRLPL %E2O.FC M-2184 M o EXHIBIT "C" 001JAZ " Parcel identification - ti Number: . 11 -09- 0509 -012 �1 / RECORDATION � V REQUESTED BY: Members 1st Federal Credit Union ATTN: Small Business Lending 5000 Louise Drive Mechanicsburg, PA 17055 WHEN RECORDED MAIL TO: Members 1st Federal Credit Union ATTN: Small Business Lending 5000 Louise Drive Mechanicsburg, PA 17055 SEND TAX NOTICES TO: Members 1st Federal Credit Union ATTN: Small Business Lending 5000 Louise Drive Mechanicsburg, PA 17055 FOR RECORDER'S USE ONLY OPEN - END MORTGAGE AND SECURITY AGREEMENT (This instrument is an open -end mortgage and secures future advances pursuant to 42 Pa. C.S. § § 8143 and 8144, Act No. 126 of 1990) MAXIMUM LIEN. The unpaid principal balance of advances exclusive of interest and unpaid balances of advances and other extensions of credit, secured by the Mortgage made for the payment of taxes, assessments, maintenance charges, insurance premiums and costs incurred for the protection of the mortgaged premises shall not exceed at any one time 5100,000.00. Amount Secured Hereby: $100,000.00 THIS MORTGAGE dated August 6, 2009, is made and executed between Lee N. Boaz, death of Lee N. Boaz D.O.D. is suggested October 1, 1997 and Martha E. Boaz , whose address is 1099 ,Ridge Rd, Shippensburg, PA 17257 (referred to below as "Grantor ") and Members 1st Federal Credit Union, whose address is ATTN: Small Business Lending, 5000 Louise Drive, Mechanicsburg, PA 17055 (referred to below as "Lender "). GRANT OF MORTGAGE. For valuable consideration, Grantor grants, bargains, sells, conveys, assigns, transfers, releases, confirms and mortgages to Lender all of Grantor's right, title, and interest in and to the following described real property, together with all existing or subsequently erected or affixed buildings, improvements and fixtures; all streets, lanes, alleys, passages, and ways; all easements, rights of way, all liberties, privileges, tenements, hereditaments, and appurtenances thereunto belonging or anywise made appurtenant hereafter, and the reversions and remainders with respect thereto; all water, water rights, watercourses and ditch rights (including stock in utilities with ditch or irrigation rights); and all other rights, royalties, and profits relating to the real property, including without limitation all minerals, oil, gas, geothermal and similar matters, (the "Real Property ") located in Cumberland County, Commonwealth of Pennsylvania: ALL the following two tracts of land, together with the improvements thereon constructed and erected, known as the "Biggs Farm ", situate in Hopewell Township, Cumberland County, Pennsylvania, and more particularly bounded and described as follows: Parcel #1. MORTGAGE (Continued) Page 11 concentration or physical, chemical or infectious characteristics, may cause or pose a present or potential hazard to human health or the environment when improperly used, treated, stored, disposed of, generated, manufactured, transported or otherwise handled. The words "Hazardous Substances" are used in their very broadest sense and include without limitation any and all hazardous or toxic substances, materials or waste as defined by or listed under the Environmental Laws. The term "Hazardous Substances" also includes, without limitation, petroleum and petroleum by- products or any fraction thereof and asbestos. Improvements. The word "Improvements" means all existing and future improvements, buildings, structures, mobile homes affixed on the Real Property, facilities, additions, replacements and other construction on the Real Property. Indebtedness. The word "Indebtedness" means all principal, interest, and other amounts, costs and expenses payable under the Credit Agreement or Related Documents, together with all renewals of, extensions of, modifications of, consolidations of and substitutions for the Credit Agreement or Related Documents and any amounts expended or advanced by Lender to discharge Grantor's obligations or expenses incurred by Lender to enforce Grantor's obligations under this Mortgage, together with interest on such amounts as provided in this Mortgage. The liens and security interests created pursuant to this Mortgage covering the Indebtedness which may be created in the future shall relate back to the date of this Mortgage. Specifically, without limitation, Indebtedness includes all amounts that may be indirectly secured by the Cross - Collateralization provision of this Mortgage. Lender. The word "Lender" means Members 1 st Federal Credit Union, its successors and assigns. Mortgage. The word "Mortgage" means this Mortgage between Grantor and Lender. Personal Property. The words "Personal Property" mean all equipment, fixtures, and other articles of personal property now or hereafter owned by Grantor, and now or hereafter attached or affixed to the Real Property; together with all accessions, parts, and additions to, all replacements of, and all substitutions for, any of such property; and together with all proceeds (including without limitation all insurance proceeds and refunds of premiums) from any sale or other disposition of the Property. Property. The word "Property" means collectively the Real Property and the Personal Property. Real Property. The words "Real Property" mean the real property, interests and rights, as further described in this Mortgage. Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness. Rents. The word "Rents" means all present and future rents, revenues, income, issues, royalties, profits, and other benefits derived from the Property. GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS MORTGAGE, AND GRANTOR AGREES TO ITS TERMS. THIS MORTGAGE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS MORTGAGE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. GRANTOR: 1 ( Seal) Martha E. Booz MORTGAGE (Continued) Page 12 CERTIFICATE OF RESIDENCE I hereby certify, that the precise address of the mortgagee, Members 1st Federal Credit Union, herein is as follows: ATTN: Small Business Lending, 5000 Louise Drive, Mechanicsburg, PA 1705 may or Age or or agee INDIVIDUAL ACKNOWLEDGMENT COMMONWEALTH OF PENNSYLVANIA bet�lQ COUNTY OF I SS On this, the day of S 20, before me the undersigned No ar Public, personally appeared Martha E. Boaz, known to e for satisfactorily pr v ) to be the person whose name is subscribed to the within instrument, and acknowledged that he or she executed the same for the purposes therein conta ad. In witness whereof, 1 hereunto set my hand and offic al I COMMONWEALTH OF PENNSYLVANIA i Notarial SON Luanne E. Kyle, Notary Public of y Public in an for the St of `� Ivl,t Shippensburg Sara, Cumberland County [ MY Commission Expires Jan. 20, 2013 Member, Pennsylvania Association of Notaries LASER PRO Lending, Ver. 5.45.00.004 Copr. Harland Financial Solutions, Inc. 1997, 2009. All Rights Reserved. PA C: \COMMERCIAL \CFI \LPL \G03.FC TR -2164 PR -13 ROBERT P. ZIEGLER RECORDER OF DEEDS, CUMBERLAND COUNTY 1 COURTHOUSE SQUARE CARLISLE, PA 17013 717 - 240 -6370 _ a NFMM a Instrument Number - 200929330 Recorded On 8/20/2009 At 1:42:40 PM * Total Pages - 13 * Instrument Type - MORTGAGE Invoice Number - 50796 User ID - AF * Mortgagor - BOOZ, MARTHA E * Mortgagee - MEMBERS 1ST FEDERAL CR UN * Customer - MEMBERS 1ST FEDERAL CR UN * FEES STATE WRIT TAX $0.50 Certification Page STATE JCS /ACCESS TO $10.00 JUSTICE DO NOT DETACH RECORDING FEES — $27.50 RECORDER OF DEEDS PARCEL CERTIFICATION $10.00 This page is now part FEES of this legal document. AFFORDABLE HOUSING $11.50 COUNTY ARCHIVES FEE $2.00 ROD ARCHIVES FEE $3.00 TOTAL PAID $64.50 I Certify this to be recorded in Cumberland County PA of CU'Ne ,4 RECORDER O D EDS 1780 * - Information denoted by an asterisk may change during the verification process and may not be reflected on this page. 001JAZ IIIIIIIIIIIIIIIIIIII IIII�II EXHIBIT "D" CREDIT AGREEMENT AND DISCLOSURE CHANGE IN TERMS AGREEMENT Ptlnc pal Loan bats Maturity' : Loan'No irate r'Coll Account . Qffiasr initial $200 000 00 08: =Q6 2.009. 08 =0.6 201;: 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: Booz Milk Transport, Inc. Lender: Members 1st Federal Credit Union 199 Booz Road ATTN: Small Business Lending Shippensburg, PA 17257 5000 Louise Drive Mechanicsburg, PA 17055 CREDIT LIMIT: $200,000.00 DATE OF AGREEMENT: September 15, 2009 Description of Existing Indebtedness. Interest -Only Line of Credit 359667 -01. Description of Collateral. 199 Booz Road, Shippensburg, PA 17257. Description of Change In Terms. Increasing the current line of credit from $100,000.00 to $200,000.00. All other original terms, rates and conditions apply. Introduction. This Credit Agreement and Disclosure ( "Agreement ") governs Borrower' lin of credit (the "Credit Line" or the "Credit Line Account ") issued through Members 1 st Federal Credit Union. Borrower agrees to the following Arms and conditions: Promise to Pay. Borrower promises to pay Members 1st Federal Credit Union, or order, the total of all credit advances and FINANCE CHARGE together with all costs and expenses for which Borrower is responsible under th4Agreement or under the "Mortgage" which secures Bor wer's Credit Line. Borrower will pay Borrower's Credit Line according to the ayment terms set forth below. If there is more than one orrower, each is Jointly and severally liable on this Agreement. This means Lender can require any Borrower to pay all amounts due under this Agreement, Including credit advances made to any Borrower. Each Borrower authorizes any other Borrower, on his or her signature alone, to cancel the Credit Line, to request and receive credit advances, and to do all other things necessary to carry out the terms of this Agreement. Lender can release any Borrower from responsibility under this Agreement, and the others will remain responsible. Term. The term of Borrower's Credit Line will begin as of the date of this Agreerrfent ( "Opening Date ") and will continue until August 6, 2012 ( "Maturity Date "). All indebtedness under this Agreement, if not already paid pursuant to the payment provisions below, will be due and payable upon maturity. The draw period of Borrower's Credit Line will begin on a date, after the Opening Date, when the Agreement is accepted by Lender in the Commonwealth of Pennsylvania, following the perfection of the Mortgage, and the meeting of all of Lender's other conditions. Borrower may obtain credit advances during this period ( "Draw Period "). Borrower agrees that Lender may renew or extend the period during which Borrower may obtain credit advances or make payments. Borrower further agrees that Lender may renew or extend Borrower's Credit Line Account. Minimum Payment. Borrower's "Regular Payment" will equal the amount of Borrower's accrued FINANCE CHARGES or $50.00, whichever is greater. Borrower will make 35 of these payments. Borrower will then be required to pay the entire balance owing in a single balloon payment. If Borrower makes only the minimum payments, Borrower may not repay any of the principal balance by the end of this payment stream. Borrower's payments will be due monthly. Borrower's "Minimum Payment" will be the Regular Payment, plus any amount past due and all other charges. An increase in the ANNUAL PERCENTAGE RATE may increase the amount of Borrower's Regular Payment. In any event, if Borrowers Credit Line balance falls below $250.00, Borrower agrees to pay Borrower's balance in full. Borrower agrees to pay not less than the Minimum Payment on or before the due date. Balloon Payment. Borrower's Credit Line Account is payable in full upon maturity in a single balloon payment. Borrower must pay the entire outstanding principal, interest and any other charges then due. Unless otherwise required by applicable law, Lender is under no obligation to refinance the balloon payment at that time. Borrower may be required to make payments out of other assets Borrower owns or find a lender, which may be Lender, willing to lend Borrower the money. If Borrower refinances the balloon, Borrower may have to pay some or all of the closing costs normally associated with a new credit line account, even if Borrower obtains refinancing from Lender. How Borrowers Payments Are Applied. Unless otherwise agreed or required by applicable law, payments and other credits will be applied first to late charges and other charges; then to any amounts that exceed Borrowers Credit Limit; then to any voluntary credit life and disability insurance premiums; then to Finance Charges; and then to unpaid principal. Credit Limit. This Agreement covers a revolving line of credit for the principal amount of Two Hundred Thousand & 00/100 Dollars ($200,000.00), which will be Borrower's "Credit Limit" under this Agreement. Borrower may borrow against the Credit Line, repay any portion of the amount borrowed, and re- borrow up to the amount of the Credit Limit. Borrowers Credit Limit is the maximum amount Borrower may have outstanding at any one time. Borrower agrees not to attempt, request, or obtain a credit advance that will make Borrowers Credit Line Account balance exceed Borrowers Credit Limit. Borrower's Credit Limit will not be increased should Borrower overdraw Borrowers Credit Line Account. If Borrower exceeds Borrower's Credit Limit, Borrower agrees to repay immediately the amount by which Borrower's Credit Line Account exceeds Borrower's Credit Limit. Any amount greater than the Credit Limit will be secured by the security agreement covering Borrowers property. Charges to Borrower's Credit Line. Lender may charge Borrowers Credit Line to pay other fees and costs that Borrower is obligated to pay under this Agreement, the Mortgage or any other document related to Borrowers Credit Line. In addition, Lender may charge Borrower's Credit Line for funds required for continuing insurance coverage as described in the paragraph titled "Insurance" below or as described in the Mortgage for this transaction. Lender may also, at Lender's option, charge Borrower's Credit Line to pay any costs or expenses to protect or perfect Lender's security interest in Borrower's property. These costs or expenses include, without limitation, payments to cure defaults under any existing liens on Borrowers property. If Borrower does not pay Borrower's property taxes, Lender may charge Borrower's Credit Line and pay the delinquent taxes. Any amount so charged to Borrower's Credit Line will be a credit advance and will decrease the funds available, if any, under the Credit Line. However, Lender has no obligation to provide any of the credit advances referred to in this paragraph. Effective Disbursement Date. The words "Effective Disbursement Date" as used in this Agreement mean a date, after the Opening Date, when the Agreement is accepted by Lender in the Commonwealth of Pennsylvania following the perfection of Lender's security agreements and the meeting of all of Lenders other conditions. Borrower agrees and understands that Borrower may not receive any credit advance under Borrower's Credit Line until after the Effective Disbursement Date of this Agreement. Credit Advances. After the Effective Disbursement Date of this Agreement, Borrower may obtain credit advances under Borrower's Credit Line as follows: Telephone Request. Requesting a credit advance from Borrower's Credit Line to be applied to Borrower's designated account by telephone. Except for transactions covered by the federal Electronic Fund Transfers Act and unless otherwise agreed in your deposit account CREDIT AGREEMENT AND DISCLOSURE CHANGE IN TERMS AGREEMENT Loan No: (Continued) Page 2 agreement, Borrower acknowledges and Borrower agrees that Lender does not accept responsibility for the authenticity of telephone Instructions and,that Lender will not be liable for any loss, expense, or cost arising out of any telephone request, including any fraudulent or unauthorized telephone request, when acting upon such Instructions believed to be genuine. Requests By Mail. Requesting an advance by mail. Requests in Person. Requesting a credit advance in person at any of Lender's authorized locations. If there is more than one person authorized to use this Credit Line Account, Borrower agrees not to give Lender conflicting instructions, such as one Borrower telling Lender not to give advances to the other. Transaction Requirements. The following transaction limitations will apply to the use of Borrower's Credit Line: Request By Mail, In Person Request and Telephone Request Limitations. There are no transaction limitations for requesting an advance by mail, requesting an advance in person or requesting an advance by telephone. Limitation on All Access Devices. You may not use any access device, whether described above or added in the future, for any illegal or unlawful transaction, and we may decline to authorize any transaction that we believe poses an undue risk of illegality or unlawfulness. Notwithstanding the foregoing, we may collect on any debt arising out of any illegal or unlawful transaction. Future Credit Line Services. Borrower's application for this Credit Line also serves as a request to receive any new services (such as access devices) which may be available at some future time as one of Lenders services in connection with this Credit Line. Borrower understands that this request is voluntary and that Borrower may refuse any of these new services at the time they are offered. Borrower further understands that the terms and conditions of this Agreement, together with any specific terms covering the new service, will govern any transactions made pursuant to any of these new services. Collateral. Borrower acknowledges this Agreement is secured by the following collateral described in the security instruments listed herein: (A) an Open -End Mortgage dated September 15, 2009, to Lender on real property located in Cumberland County, Commonwealth of Pennsylvania. (B) an Assignment of All Rents to Lender on real property located in Cumberland County, Commonwealth of Pennsylvania. Insurance. Borrower must obtain insurance on the Property securing this Agreement that is reasonably satisfactory to Lender. Borrower may obtain property insurance through any company of Borrower's choice that is reasonably satisfactory to Lender. Borrower has the option of providing any insurance required under this Agreement through an existing policy or a policy independently obtained and paid for by Borrower, subject to Lender's right, for reasonable cause before credit is extended, to decline any insurance provided by Borrower. Subject to applicable law, if Borrower fails to obtain or maintain insurance as required in the Mortgage, Lender may purchase insurance to protect Lender's own interest, add the premium to Borrower's balance, declare the loan in default, or do any one or more of these things. Statutory Lien. Borrower agrees that all credit advances Borrower receives under the plan are secured by all shares and deposits in all joint and individual accounts Borrower has with Lender now and in the future. Borrower authorizes Lender to apply the balance in these accounts to pay any amounts due under this Agreement when Borrower is in default under this Agreement. Shares and deposits in an Individual Retirement Account and any other account that would lose special tax treatment under state or federal law if given as security are not subject to the security interest Borrower has given in Borrower's shares and deposits. When FINANCE CHARGES Begin to Accrue. Periodic FINANCE CHARGES for credit advances under Borrower's Credit Line will begin to accrue on the date credit advances are posted to Borrower's Credit Line. There is no "free ride period" which would allow Borrower to avoid a FINANCE CHARGE on Borrower's Credit Line credit advances. Method Used to Determine the Balance on Which the FINANCE CHARGE Will Be Computed. A monthly FINANCE CHARGE will be imposed on all credit advances made under Borrowers Credit Line imposed from the date of each credit advance based on the "average daily balance" method. To get the average daily balance, Lender takes the beginning balance of Borrower's Credit Line Account each day, add any new advances and subtract any payments or credits. This gives Lender a daily balance. Then, Lender adds up all the daily balances for the statement cycle and divides the total by the number of days in the statement cycle. This gives Lender the "average daily balance." Method of Determining the Amount of FINANCE CHARGE. Any FINANCE CHARGE is determined by applying the monthly "Periodic Rate" to the balance described herein. This is Borrower's FINANCE CHARGE calculated by applying a Periodic Rate. Borrower also agrees to pay FINANCE CHARGES, not calculated by applying a Periodic Rate, as set forth below: Minimum FINANCE CHARGE. In any event, including payment of the Credit Line balance in full, Borrower may have to pay a Minimum FINANCE CHARGE of $0.50. This fee will be charged as follows: Monthly. Annual Review Fee. At the time of an annual review of Borrower's Credit Line Account Borrower will be charged a fee as follows: 0.00. Periodic Rate and Corresponding ANNUAL PERCENTAGE RATE. The Periodic Rate and the corresponding ANNUAL PERCENTAGE RATE on Borrowers Credit Line are subject to change from time to time based on changes in an index which is Lender's Prime Rate (the "Index "). This is the rate Lender charges, or would charge, on 90 -day unsecured loans to the most creditworthy corporate customers. This rate may or may not be the lowest rate available from Lender at any given time. The ANNUAL PERCENTAGE RATE on Borrower's Credit Line is based upon the Index described below. The Periodic Rate and the corresponding ANNUAL PERCENTAGE RATE on Borrower's Credit Line will increase or decrease as the Index increases or decreases from time to time. Lender will determine the Periodic Rate and the corresponding ANNUAL PERCENTAGE RATE as follows: Lender starts with the current Index as disclosed below. To determine the Periodic Rate that will apply to Borrower's account, Lender takes the value of the Index, then divides the value by 12 (monthly). To obtain the ANNUAL PERCENTAGE RATE Lender multiplies the Periodic Rate by 12 (monthly). This result is the ANNUAL PERCENTAGE RATE. In no event will the corresponding ANNUAL PERCENTAGE RATE be less than 3.000% per annum or more than the lesser of 18.000% or the maximum rate allowed by applicable law. Adjustments to the Periodic Rate and the corresponding ANNUAL PERCENTAGE RATE resulting from changes in the Index will take effect the first business day after a payment is made following a change in interest rates. Notwithstanding the above provisions, the maximum increase or decrease in the interest rate at any one time on this loan will not exceed 3.000 percentage points. Today the Index is 3.250% per annum, and therefore the initial ANNUAL PERCENTAGE RATE and the corresponding Periodic Rate on Borrower's Credit Line are as stated below: CREDIT AGREEMENT AND DISCLOSURE CHANGE IN TERMS AGREEMENT Loan No: (Continued) Page 3 Current Rates for the First Payment Stream Range of Balance Margin Added ANNUAL PERCENTAGE Monthly Periodic or Conditions to Index RATE Rate All Balances ° 0.000 /0 3.250% 0.27083% Notwithstanding any other provision of this Agreement, Lender will not charge interest on any undisbursed loan proceeds. Forgo Rate Increases. If we forgo an ANNUAL PERCENTAGE RATE increase, at the time of a later adjustment we may return to the full Index value plus margin. Conditions Under Which Other Charges May Be Imposed. Borrower agrees to pay all the other fees and charges related to Borrower's Credit Line as set forth below: Fee to Stop Payment. Borrower's Credit Line Account may be charged $30.00 when Borrower requests a stop payment on Borrower's account. Late Charge. In addition to Lender's rights upon default, Borrower's payment will be late if it is not received by Lender within 15 days after the "Payment Due Date" shown on the voucher Borrower receives with each credit advance. If Borrower's payment is late Lender may charge Borrower 5.000% of the unpaid amount of the payment or $25.00, whichever is greater. Lien Release Fees. In addition to all other charges, Borrower agrees, to the extent not prohibited by law, to pay all governmental fees for release of Lender's security interests in collateral securing Borrower's Credit Line. Borrower will pay these fees at the time the lien or liens are released. The estimated amount of these future lien release fees is $100.00. Security Interest Charges. Borrower agrees to pay all security interest charges related to Borrower's Credit Line as set forth below: Mortgage Modification $17.00 Total $17.00 Right to Credit Advances. After the Effective Disbursement Date, Lender will honor Borrower's requests for credit advances up to Borrower's Credit Limit so long as: (A) Borrower is not in default under the terms of this Agreement; (B) this Agreement has not been terminated or suspended; and (C) Borrower's Credit Line has not been cancelled as provided above in the section of this Agreement titled "Term." Default. Lender may declare Borrower to be in default if any one or more of the following events occur: (A) Borrower fails to pay a Minimum Payment when due; (B) an event of default occurs under the security agreement for the Property; (C) the Property is further encumbered in any way, voluntarily or involuntarily; (D) Borrower dies; (E) Borrower makes any false or misleading statements on Borrower's Credit Line application; (F) Borrower violates any provision of this Agreement or any other agreement with Lender; (G) any gamishment, attachment, or execution is issued against any material asset owned by Borrower; (H) Borrower exceeds Borrower's Credit Limit; (1) Borrower files for bankruptcy or other insolvency relief, or an involuntary petition under the provisions of the Bankruptcy Code is filed against Borrower; (J) Lender in good faith believes itself insecure. Lender's Rights. If Borrower is in default, Lender will send notice to Borrower setting forth a time period of at least thirty (30) days within which such default may be cured. During this cure period, without notice, Lender may suspend Borrower's Credit Line as provided below. If such default is not cured during this period, Lender may either terminate or continue suspension of Borrower's Credit Line Account. Suspension. If Lender suspends Borrower's Credit Line, Borrower will lose the right to obtain further credit advances. However, all other terms of this Agreement will remain in effect and be binding upon Borrower, including Borrower's liability for any further unauthorized use of any Credit Line access devices. Termination. If Lender terminates Borrower's Credit Line, Borrower's Credit Line will be suspended and the entire unpaid balance of Borrower's Credit Line Account will be immediately due and payable, without prior notice except as may be required by law, and Borrower agrees to pay that amount plus all FINANCE CHARGES and other amounts due under this Agreement. Collection Costs. 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. Rate Increase. in addition to Lender's other rights on default, Lender may increase the variable interest rate under this Agreement to 15.000 percent per annum. The interest rate will not exceed the maximum rate permitted by applicable law. If Lender does not increase the interest rate on default, it will continue at the variable rate in effect as of the date Lender declares a default. Delay in Enforcement. Lender may delay or waive the enforcement of any of Lender's rights under this Agreement without losing that right or any other right. If Lender delays or waives any of Lender's rights, Lender may enforce that right at any time in the future without advance notice. For example, not terminating Borrower's account for non - payment will not be a waiver of Lender's right to terminate Borrower's account in the future if Borrower has not paid. Termination by Borrower. if Borrower terminates this Agreement, Borrower must notify Lender in writing at the address shown on Borrower's periodic statement or other designated address. Despite termination, Borrower's obligations under this Agreement will remain in full force and effect until Borrower has paid Lender all amounts due under this Agreement. Prepayment. Borrower may prepay all or any amount owing under this Credit Line at any time without penalty, except Lender will be entitled to receive the Minimum FINANCE CHARGES as stated above and to receive all accrued FINANCE CHARGES, and other charges, if any. Payments in excess of Borrower's Minimum Payment will not relieve Borrower of Borrower's obligation to continue to make Borrower's Minimum Payments. Instead, they will reduce the principal balance owed on the Credit Line. 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: Members 1 st Federal Credit Union, 5000 Louise Drive Mechanicsburg, PA 17050. Notices. All notices will be sent to Borrower's address as shown in Borrower's Credit Line application. Notices will be mailed to Borrower at a CREDIT AGREEMENT AND DISCLOSURE CHANGE IN TERMS AGREEMENT Loan No:' (Continued) Page 4 different address if Borrower gives Lender written notice of a different address. Borrower agrees to advise Lender promptly if Borrower changes Borrower's mailing address. Annual Review. Borrower agrees that Borrower will provide Lender with a current financial statement, a new credit application, or both, annually, on forms provided by Lender. Based upon this information Lender will conduct an annual review of Borrower's Credit Line Account. Borrower also agrees Lender may obtain credit reports on Borrower at any time, at Lender's sole option and expense, for any reason, including but not limited to determining whether there has been an adverse change in Borrower's financial condition. Lender may require a new appraisal of the Property which secures Borrower's Credit Line at any time, including an internal inspection, at Lender's sole option and expense. Borrower agrees to pay the annual review fee shown above. Borrower authorizes Lender to release information about Borrower to third parties as described in Lender's privacy policy and Lender's Fair Credit Reporting Act notice, provided Borrower did not opt out of the applicable policy, or as permitted by law. Based upon a material adverse change in Borrower's financial condition (such as termination of employment or loss of income), Lender may suspend Borrower's Credit Line. Transfer or Assignment. Without prior notice or approval from Borrower, Lender reserves the right to sell or transfer Borrower's Credit Line Account and Lender's rights and obligations under this Agreement to another lender, entity, or person, and to assign Lender's rights under the Mortgage. Borrower's rights under this Agreement belong to Borrower only and may not be transferred or assigned. Borrower's obligations, however, are binding on Borrower's heirs and legal representatives. Upon any such sale or transfer, Lender will have no further obligation to provide Borrower with credit advances or to perform any other obligation under this Agreement. 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: Members 1 st Federal Credit Union 5000 Louise Drive Mechanicsburg, PA 17050. 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 taw 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. Caption Headings. Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or define the provisions of this Agreement. Interpretation. Borrower agrees that this Agreement, together with the Mortgage, is the best evidence of Borrower's agreements with Lender. If a court finds that any provision of this Agreement is not valid or should not be enforced, that fact by itself will not mean that the rest of this Agreement will not be valid or enforced. Therefore, a court may enforce the rest of the provisions of this Agreement even if a provision of this Agreement may be found to be invalid or unenforceable. If Lender goes to court for any reason, Lender can use a copy, filmed or electronic, of any periodic statement, this Agreement, the Mortgage or any other document to prove what Borrower owes Lender or that a transaction has taken place. The copy, microfilm, microfiche, or optical image will have the same validity as the original. Borrower agrees that, except to the extent Borrower can show there is a billing error, Borrower's most current periodic statement is the best evidence of Borrower's obligation to pay. Severability. If a court of competent jurisdiction finds any provision of this Agreement to be illegal, invalid, or unenforceable as to any circumstance, that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other circumstance. If feasible, the offending provision shall be considered modified so that it becomes legal, valid and enforceable. If the offending provision cannot be so modified, it shall be considered deleted from this Agreement. Unless otherwise required by law, the illegality, invalidity, or unenforceability of any provision of this Agreement shall not affect the legality, validity or enforceability of any other provision of this Agreement. Arbitration. Borrower and Lender agree that all disputes, claims and controversies between them whether individual, joint, or class in nature, arising from this Agreement or otherwise, including without limitation contract and tort disputes, shall be arbitrated pursuant to the Rules of the American Arbitration Association in effect at the time the claim Is flied, upon request of either party. No act to take or dispose of any Collateral shall constitute a waiver of this arbitration agreement or be prohibited by this arbitration agreement. This includes, without limitation, obtaining Injunctive relief or a temporary restraining order; invoking a power of sale under any deed of trust or mortgage; obtaining a writ of attachment or imposition of a receiver, or exercising any rights relating to personal property, including taking or disposing of such property with or without judicial process pursuant to Article 9 of the Uniform Commercial Code. Any disputes, claims, or controversies concerning the lawfulness or reasonableness of any act, or exercise of any right, concerning any Collateral, including any claim to rescind, reform, or otherwise modify any agreement relating to the Collateral, shall also be arbitrated, provided however that no arbitrator shall have the right or the power to enjoin or restrain any act of any party. Judgment upon any award rendered by any arbitrator may be entered in any court having jurisdiction. Nothing in this Agreement shall preclude any party from seeking equitable relief from a court of competent jurisdiction. The statute of limitations, estoppel, waiver, laches, and similar doctrines which would otherwise be applicable in an action brought by a party shall be applicable in any arbitration proceeding, and the commencement of an arbitration proceeding shall be deemed the commencement of an action for these purposes. The Federal Arbitration Act shall apply to the construction, interpretation, and enforcement of this arbitration provision. 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. 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 THE CREDIT LINE ACCOUNT AND ALL ACCRUED INTEREST, LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THE CREDIT LINE ACCOUNT, 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 CREDIT AGREEMENT AND DISCLOSURE CHANGE IN TERMS AGREEMENT Loan No:: (Continued) Page 5 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. Acknowledgment and Amendments. Borrower understands and agrees to the terms and conditions in this Agreement. Borrower acknowledges that, subject to applicable laws, Lender has the right to change the terms and conditions of the Credit Line program, including without limitation, the Margin. If Lender changes the Periodic Rate and subsequent new credit advances are made under this Agreement, the entire balance will be subject to the new rates. Borrower also understands and agrees that Borrower may be subject to other agreements with Lender regarding transfer instruments or access devices which may access Borrower's Credit Line. Any person signing below may request a modification to this Agreement, and, if granted, the modification will be binding upon all signers. By signing this Agreement, Borrower acknowledges that Borrower has read this Agreement. This Agreement is dated September IS, 2009. 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. CHANGE IN TERMS SIGNERS: Martha E. Booz ( Seal) X Seal) Larry L. — Bo oz C_ 1 rick A. Booz _. Seal) ACCEPTED: MEMBERS 1ST FEDERAL CREDIT UNION B y' ( Seal) Authorized Signer LASER PRO L—V. Va. 5.45.00.001 Cep. Rye Fb,r,cYl Saw, . sn IWI. 2M. NI Fbq ­ R�. PA CAC0WERCWA CFR.PLW25.FC TR 2161 FA -1] EXHIBIT "E" 001 KQM Parcel Identification Number: 11 -09- 0509 -012 RECORDATION REQUESTED BY: Members 1st Federal Credit Union ATTN: Small Business Lending 5000 Louise Drive Mechanicsburg, PA 17055 WHEN RECORDED MAIL TO: Members 1st Federal Credit Union ATTN: Small Business Lending 5000 Louise Drive Mechanicsburg, PA 17055 SEND TAX NOTICES TO: Members 1st Federal Credit Union ATTN: Small Business Lending 5000 Louise Drive Mechanicsburg, PA 17055 FOR RECORDER'S USE ONLY MODIFICATION OF MORTGAGE THIS MODIFICATION OF MORTGAGE dated September 15, 2009, is made and executed between Lee N. Boaz, death of Lee N. Booz D.O.D. is suggested October 1, 1597 and Martha E. Booz , whose address is 1099 Ridge Rd, Shippensburg, PA 17257 (referred to below as "Grantor ") and Members 1st Federal Credit Union, whose address is ATTN: Small Business Lending, 5000 Louise Drive, Mechanicsburg, PA 17055 (referred to below as "Lender "). MORTGAGE. Lender and Grantor have entered into a Mortgage dated August 6, 2009 (the "Mortgage ") which has been recorded in Cumberland County, Commonwealth of Pennsylvania, as follows: Recording date 08/20/2009, Instrument number 200929330. REAL PROPERTY DESCRIPTION. The Mortgage covers the following described real property located in Cumberland County, Commonwealth of Pennsylvania: ALL the following two tracts of land, together with the improvements thereon constructed and erected, known as the "Biggs Farm ", situate in Hopewell Township, Cumberland County, Pennsylvania, and more particularly bounded and described as follows: Parcel #1. BEGINNING at a stone on line of land now or formerly of A. Greenland; thence North 16 degrees East 30.2 perches to a stone; thence North 6 degrees East 18 perches to a stone; thence North 15 1/4 degrees East 35 perches; thence 20 1/4 degrees East 29 perches; thence 34 1/4 degrees East 54.4 perches to a white oak tree on line of land, now or formerly of Frank Eberly; thence South 5 1/ 2 degrees East 66- perches to a post; thence South 17 degrees West 148 perches to Parcel # 2 to a post; thence North 85 degrees West 77 perches to the place of beginning. Containing 77 acres and 51 perches, more or less. Parcel # 2 BEGINNING at a post at corner of land nor formerly of Frank Ebberly; thence South 62 3/4 degrees East 12.2 perches to a post; thence continuing with said land, South 31 degrees East 15.4 perches to a post: thence with lands now or formerly of Bart Cramer. South 4 degrees West 63.6 perches to a stone; thence with lands or formerly of Charles Hassler, South 38 1/2 degrees East 47.5 perches to a post; thence with lands now or formerly of Walter Lutz, South 52 1/2 degrees west 6 perches to a post; thence continuing with said lands North 81 degrees West 71 perches to a post; thence along the lands now Parcel #1 North 15 degrees East 105 perches to the place of beginning. Containing 24 acres and 80 perches neat measure. BEING a portion of the same real estate which Katie Booz, widow, by deed dated January 30, 1942, and recorded MODIFICATION OF MORTGAGE (Continued) Page 2 in Cumberland County Deed Book "N ", Volume 12, page 107, grated and conveyed to Norman Booz and Helen Cressler Booz, his wife. Helen Cressler Booz died April 29, 1999, thereby vesting sole ownership in her surviving spuse, Norman A. Booz, Grantor herein. The Real Property or its address is commonly known as 199 Booz Road , Shippensburg, PA 17257. The Real Property parcel identification number is 11 -09- 0509 -012 . MODIFICATION. Lender and Grantor hereby modify the Mortgage as follows: Increasing the current line of credit from $100,000.00 to $200,000.00. All other original terms, rates and conditions apply. . CONTINUING VALIDITY. Except as expressly modified above, the terms of the original Mortgage shall remain unchanged and in full force and effect and are legally valid, binding, and enforceable in accordance with their respective terms. Consent by Lender to this Modification does not waive Lender's right to require strict performance of the Mortgage as changed above nor obligate Lender to make any future modifications. Nothing in this Modification shall constitute a satisfaction of the promissory note or other credit agreement secured by the Mortgage (the "Note "). It is the intention of Lender to retain as liable all parties to the Mortgage and all parties, makers and endorsers to the Note, including accommodation parties, unless a party is expressly released by Lender in writing. Any maker or endorser, including accommodation makers, shall not be released by virtue of this Modification. If any person who signed the original Mortgage does not sign this Modification, then all persons signing below acknowledge that this Modification is given conditionally, based on the representation to Lender that the non - signing person consents to the changes and provisions of this Modification or otherwise will not be released by it. This waiver applies not only to any initial extension or modification, but also to all such subsequent actions. GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS MODIFICATION OF MORTGAGE AND GRANTOR AGREES TO ITS TERMS. THIS MODIFICATION OF MORTGAGE IS DATED SEPTEMBER 15, 2009. THIS MODIFICATION IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS MODIFICATION IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. GRANTOR: X �i �- Seal) Martha E. Booz LENDER: MEMBERS 1ST FEDERAL CREDIT UNION Aut o ized signer ( Seal) CERTIFICATE OF RESIDENCE I hereby certify, that the precise address of the mortgagee, Members 1 st Federal Credit Union, herein is as follows: ATTN: Small Business Lending, 5000 Louise Drive, Mechanicsburg, PA 17055 �o� or Agent for Mortgagee MODIFICATION OF MORTGAGE (Continued) Page 3 INDIVIDUAL ACKNOWLEDGMENT COMMONWEALTH OF PENNSYLVANIA COUNTY OF Nk�N b6 IQ,d )SS S On this t� ' day of 20 1 before me i7 /� , the undersigned Notaty Public, personally appeared Martha E. Dooz, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument, and acknowledged that he or she executed the same for the purposes therein contained. In witness whereof, I hereunto set my hand and official seal. COMMONWEALTH OF PENNSYLVANIA Notarial Seal Luanne E. Kyle, Notary Public Notary P c in and for the State of � Shippensburg Boro, Cumberiand County My Commission Expires Jan. 20, 2013 Member, Penn svivanin Acenr.afinn of Nnlnrina LENDER ACKNOWLEDGMENT COMMONWEALTH OF PENNSYLVANIA nn ,,�-,-, L � , ) SS COUNTY OF _Cw 1ll r t"1 n � On this, the day of )bA.r 20 ()!q_ before me .A1 ML Z the undersigned Notary P blic, personally appeared - 7 th n Cn Q Y}P-r who acknowledged himself or herse to be the ( of Members 1 st Federal Credit Union, and that he or she as such - 7„ ti4 ;rr7'1 A n Llt? being authorized to do so, executed the foregoing instrument for the purposes therein contained by signing the name of Members 1 st Federal Credit Union by himself or herself as 2 b 0feAQNX_c 9L VWf,#f'd and officials I. Notarial Seal Laura L. Hoke, Notary Public _--VW1Aa Upper Allen Twp., Cumberland Coun My Commission Expires Jd ?5, 2011 Notary Public in and for the State of Member, Pennsylvania Association of Notaries LASER PRO Lending, Ver. 5.45.00.004 Copr. Harland Financial Solutions, Inc. 1997, 2009. All Rights Reserved. - PA C: \COMMERCIAL \CFI \LPL \G201.FC TR -2164 PR -13 ROBERT P. ZIEGLER RECORDER OF DEEDS CUMBERLAND ,. N COUNTY 1 COURTHOUSE SQUARE CARLISLE, PA 17013 717- 240 -6370 Instrument Number - 200933977 Recorded On 10/2/2009 At 10:55:53 AM * Total Pages - 4 * Instrument Type - MODIFICATION OF MORTGAGE Invoice Number - 53499 User ID - RAK * Mortgagor - BOOZ, LEE N * Mortgagee - MEMBERS 1ST FEDERAL CR UN * Customer - MEMBERS 1ST FEDERAL CR UN * FEES STATE WRIT TAX $0.50 Certification Page RECORDING FEES — $11.50 RECORDER OF DEEDS DO NOT DETACH PARCEL CERTIFICATION $10.00 FEES COUNTY ARCHIVES FEE $2.00 This page is now part ROD ARCHIVES FEE $3.00 of this legal document. TOTAL PAID $27.00 I Certify this to be recorded in Cumberland County PA 0 1 cu c► © to �� RECORDER � O D EDS * - Information denoted by an asterisk may change during the verification process and may not be reflected on this page. 001 KQM III IIIIIIIIIIIIIIIIIIII II III EXHIBIT "F" PROMISSORY NOTE .:...::.:::. ....... :.. ...:::..., ..........:.......# �`...................:..................... tf;;# ���.:.:.....::.:. M�ttl!'It'Y:;;:..:.:; >:;:::;:. i« ��L.: N4�kr atk:.l.. Ccll:...A�G.(�li . ......:......... .. i :.:... ........ :.::.:......................................................:....::.............................:..:......:: :::..:::.....................:: ..........: .::::::.::::::::.:S?ff.CQt ........#iti6lt8.::.:.:. ....................... .................... ....... �y .�+�y: ...:. :: y .y • <: >; ::: ........... .: `: 3."'` r:•::.:: 23%..:` Y.' ie' 6`: 3: ;:. >;•':::: >:: :;::; >'::•:: >:: <s:::'.:i 1::: .. 'i �7a �LW:r. LSy!•:.:::::::. '�n0 ...: Q . ".: :57."a+.�L1• ..— ... ......... ....................:.........:.::::..::::::.:::..: �. :::...:.................................. ........,..............:::.:::: ::........... 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 Booz Milk Transport, Inc Lender Members list Federal Credit Union 199 Booz Road ATTN: Small Business Lending Shippensburg, PA 17257 5000 Louise Drive Mechanicsburg, PA 17055 Principal Amount: $139,000.00 Initial Rate: 5.000% Date of Note: August 6, 2009 PROMISE TO PAY. Booz Milk Transport, Inc. ( "Borrower ") promises to pay to Members 1st Federal Credit Union ( "Lender "), or order, in lawful money of the United States of America, the principal amount of One Hundred Thirty -nine Thousand & 00/100 Dollars ($139,000.00), together with interest on the unpaid principal balance from August 6, 2009, until paid in full. PAYMENT. Subject to any payment changes resulting from changes in the Index, Borrower will pay this loan in 119 principal payments of $463.33 each and one final principal and interest payment of $84,219.86. Borrower's first principal payment is due September 16, 2009, and all subsequent principal payments are due on the same day of each month after that. In addition, Borrower will pay regular monthly payments of all accrued unpaid interest due as of each payment date, beginning September 16, 2009, with all subsequent interest payments to be due on the same day of each month after that. Borrower's final payment due August 16, 2019, will be for all principal and all accrued interest not yet paid. Unless otherwise agreed or required by applicable law, payments will be applied first to any unpaid collection costs; then to any late charges; then to any accrued unpaid interest; and then to principal. 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 Note is subject to change from time to time based on changes in an index which is Lender's Prime Rate (the "Index "). This is the rate Lender charges, or would charge, on 90 -day unsecured loans to the most creditworthy corporate customers. This rate may or may not be the lowest rate available from Lender at any given time. Lender will tell Borrower the current Index rate upon Borrower's request. The interest rate change will not occur more often than each the first business day of each month. Borrower understands that Lender 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 Note 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. NOTICE: Under no circumstances will the interest rate on this Note be less than 5.000% per annum or more than (except for any higher default rate shown below) the lesser of 18.000% per annum or the maximum rate allowed by applicable law. INTEREST CALCULATION METHOD. Interest on this Note is computed on a 365/365 simple interest basis; that is, by applying the ratio of the interest rate over the number of days in a year, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. All interest payable under this Note is computed using this method. PREPAYMENT; MINIMUM INTEREST CHARGE. In any event, even upon full prepayment of this Note, Borrower understands that Lender is entitled to a minimum interest charge of $1.00. Other than Borrower's obligation to pay any minimum interest charge, 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 and may result in Borrower's making fewer payments. 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: Members 1 st Federal Credit Union, 5000 Louise Drive Mechanicsburg, PA 17050. LATE CHARGE. If a payment is 15 days or more late, Borrower will be charged 5.000% of the unpaid portion of the regularly scheduled payment or $25.00, whichever is greater. INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, the interest rate on this Note shall be increased to 15.000% per annum ( "Default Rate "). If judgment is entered in connection with this Note, interest will continue to accrue after the date of judgment at the Default Rate. 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 fails 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. Default in Favor of Third Parties. Borrower or any Grantor defaults under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower's property or Borrower's ability to repay this Note or perform Borrower's obligations under this Note or any of the related documents. False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Note or the related documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. Insolvency. The dissolution or termination of Borrower's existence as a going business, the insolvency of Borrower, the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self -help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the loan. 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. PROMISSORY NOTE Loan No: (Continued) Page 2 Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the indebtedness or any Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any guaranty of the indebtedness evidenced by this Note. Change In Ownership. Any change in ownership of twenty -five percent (25 %) or more of the common stock of Borrower. Adverse Change. A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance of this Note is impaired. Insecurity. Lender in good faith believes itself insecure. 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 Note within the preceding twelve (12) months, it may be cured if Borrower, after Lender sends written notice to Borrower demanding cure of such default: (1) cures the default within thirty (30) days; or (2) if the cure requires more than thirty (30) 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 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 Note 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 Note has been accepted by Lender in the Commonwealth of Pennsylvania. CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of the courts of Cumberland County, Commonwealth of Pennsylvania. DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $25.00 if Borrower makes a payment on Borrower's loan and the check or preauthorized charge with which Borrower pays is later dishonored. STATUTORY LIEN. Borrower agrees that all loan advances under this Note are secured by all shares and deposits in all joint and individual accounts Borrower has with Lender now and in the future. Borrower authorizes Lender, to the extent permitted by applicable law, to apply the balance in these accounts to pay any amounts due under this Note when Borrower is in default under this Note. Shares and deposits in an Individual Retirement Account and any other account that would lose special tax treatment under state or federal law if given as security are not subject to the security interest Borrower has given in Borrower's shares and deposits. COLLATERAL. Borrower acknowledges this Note is secured by the following collateral described in the security instruments listed herein: (A) a Mortgage dated August 6, 2009, to Lender on real property located in Cumberland County, Commonwealth of Pennsylvania. (B) an Assignment of All Rents to Lender on real property located in Cumberland County, Commonwealth of Pennsylvania. ARBITRATION. Borrower and Lender agree that all disputes, claims and controversies between them whether individual, joint, or class in nature, arising from this Note or otherwise, including without limitation contract and tort disputes, shall be arbitrated pursuant to the Rules of the American Arbitration Association in effect at the time the claim is filed, upon request of either party. No act to take or dispose of any collateral securing this Note shall constitute a waiver of this arbitration agreement or be prohibited by this arbitration agreement. This includes, without limitation, obtaining injunctive relief or a temporary restraining order; invoking a power of sale under any deed of trust or mortgage; obtaining a writ of attachment or imposition of a receiver; or exercising any rights relating to personal property, including taking or disposing of such property with or without judicial process pursuant to Article 9 of the Uniform Commercial Code. Any disputes, claims, or controversies concerning the lawfulness or reasonableness of any act, or exercise of any right, concerning any collateral securing this Note, including any claim to rescind, reform, or otherwise modify any agreement relating to the collateral securing this Note, shall also be arbitrated, provided however that no arbitrator shall have the right or the power to enjoin or restrain any act of any party. Judgment upon any award rendered by any arbitrator may be entered in any court having jurisdiction. Nothing in this Note shall preclude any party from seeking equitable relief from a court of competent jurisdiction. The statute of limitations, estoppel, waiver, laches, and similar doctrines which would otherwise be applicable in an action brought by a party shall be applicable in any arbitration proceeding, and the commencement of an arbitration proceeding shall be deemed the commencement of an action for these purposes. The Federal Arbitration Act shall apply to the construction, interpretation, and enforcement of this arbitration provision. MEMBERSHIP REQUIREMENTS. All borrowers and Guarantors must maintain a membership with the Credit Union in good standing for the life of the loan. 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: Members 1 at Federal Credit Union 5000 Louise Drive Mechanicsburg, PA 17050. GENERAL PROVISIONS. 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. Borrower and any other person who signs, guarantees or endorses this Note, to the extent allowed by law, waive presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan or release any party or guarantor or collateral; or impair, fail to realize upon or perfect Lender's security interest in the collateral; 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. PROMISSORY NOTE Loan No: (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 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 ($500) 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 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, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS, BORROWER AGREES TO THE TERMS OF THE NOTE. BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE. THIS NOTE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS NOTE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. BORROWER: BOO MILK TRANSPORT, INC. By IseaO By:.... ISeel) Larry . Bo z, Pre of Booz Mil sport, Inc. Martha E. Booz , Secretary /Treasurer of Bo Milk Transport, Inc. B Y (Seal) n A. Booz, Vice President B oz Milk Transport, Inc. LENDER: MEMBERS 1ST FEDERAL CREDIT UNION X _ eeed"Signer LASER PRO Lmdinp, Vr. 6.46.00.004 Cop. HMmd Fift— I Solution,, ino. 1997, 2009. A4 Alpha Flaw o . . PA C:ICO6IAEACIAL%CR1LPL%O20.fC TA -7169 PA -6 EXHIBIT "G" COMMERCIAL GUARANTY :>::;;:;:: 5::":; i i::::;::::;' SS>::>,: i::; : .; ii:: is::;::> Y::> : ii::: �:: i:: i;; i::;:: i:: isi::: .;;: ;;;:;::: e:;::::: ar:• r;: ::: r:::•.;;;:::;.;;;: �;.:: s:: �;:;:; :::.—::. �:::::. ::.::. ::.::::::::..:::::.::.:...:....... ::::.:.:: ..::.,....._.........._........ Motu .. i............................ l�ttaz�::. Np............................. :.::: :...................................... ............................... Y............................................................................. catl..l. ca�1..... ........................Accout� .................Q.: . % r .......... ............f�C�C......... #.C1. :::::::::...::...::...::...:....:............................................................ ............................... #t #.>[5........ 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 Booz Milk Transport Inc. Lender Members 1st Federal Credit Union 199 Booz Road ATTN: Small Business Lending Shippensburg, PA 17257 5000 Louise Drive Mechanicsburg, PA 17055 Guarantor: Martha E. Booz 199 Boaz Road Shippensburg, PA 17257 GUARANTEE OF PAYMENT AND PERFORMANCE. For good and valuable consideration, Guarantor absolutely and unconditionally guarantees full and punctual payment and satisfaction of the Indebtedness of Borrower to Lender, and the performance and discharge of all Borrower's obligations under the Note and the Related Documents. This is a guaranty of payment and performance and not of collection, so Lender can enforce this Guaranty against Guarantor even when Lender has not exhausted Lender's remedies against anyone else obligated to pay the Indebtedness or against any collateral securing the Indebtedness, this Guaranty or any other guaranty of the Indebtedness. Guarantor will make any payments to Lender or its order, on demand, in legal tender of the United States of America, in same -day funds, without set -off or deduction or counterclaim, and will otherwise perform Borrower's obligations under the Note and Related Documents. INDEBTEDNESS. The word "Indebtedness" as used in this Guaranty means all of the principal amount outstanding from time to time and at any one or more times, accrued unpaid interest thereon and all collection costs and legal expenses related thereto permitted by law, reasonable attorneys' fees, arising from any and all debts, liabilities and obligations that Borrower individually or collectively or interchangeably with others, owes or will owe Lender under the Note and Related Documents and any renewals, extensions, modifications, refinancings, consolidations and substitutions of the Note and Related Documents. If Lender presently holds one or more guaranties, or hereafter receives additional guaranties from Guarantor, Lender's rights under all guaranties shall be cumulative. This Guaranty shall not (unless specifically provided below to the contrary) affect or invalidate any such other guaranties. Guarantor's liability will be Guarantor's aggregate liability under the terms of this Guaranty and any such other unterminated guaranties. DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender, or any notice to Guarantor or to Borrower, and will continue in full force until all the Indebtedness shall have been fully and finally paid and satisfied and all of Guarantor's other obligations under this Guaranty shall have been performed in full. Release of any other guarantor or termination of any other guaranty of the Indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation Lender receives from any one or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, without notice or demand and without lessening Guarantor's liability under this Guaranty, from time to time: (A) to make one or more additional secured or unsecured loans to Borrower, to lease equipment or other goods to Borrower, or otherwise to extend additional credit to Borrower; (B) to alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of the Indebtedness or any part of the Indebtedness, including increases and decreases of the rate of interest on the Indebtedness; extensions may be repeated and may be for longer than the original loan term; (C) to take and hold security for the payment of this Guaranty or the Indebtedness, and exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any such security, with or without the substitution of new collateral; (D) to release, substitute, agree not to sue, or deal with any one or more of Borrower's sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; (E) to determine how, when and what application of payments and credits shall be made on the Indebtedness; (F) to apply such security and direct the order or manner of sale thereof, including without limitation, any nonjudicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; (G) to sell, transfer, assign or grant participations in all or any part of the Indebtedness; and (H) to assign or transfer this Guaranty in whole or in part. GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that (A) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (B) this Guaranty is executed at Borrower's request and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (F) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor's financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (1) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower. GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (A) to continue lending money or to extend other credit to Borrower; (B) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (C) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (D) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (E) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (F) to pursue any other remedy within Lender's power; or (G) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. Guarantor also waives any and all rights or defenses based on suretyship or impairment of collateral including, but not limited to, any rights or defenses arising by reason of (A) any "one action" or "anti- deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, COMMERCIAL GUARANTY Loan No: (Continued) Page 2 either judicially or by exercise of a power of sale; (B) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (C) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (D) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (E) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced, there is outstanding Indebtedness which is not barred by any applicable statute of limitations; or (F) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both. GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees that each of the waivers set forth above is made with Guarantor's full knowledge of its significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to public policy or law. If any such waiver is determined to be contrary to any applicable law or public policy, such waiver shall be effective only to the extent permitted by taw or public policy. SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the Indebtedness, whether now existing or hereafter created, shall be superior to any claim that Guarantor may now have or hereafter acquire against Borrower, whether or not Borrower becomes insolvent. Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower, upon any account whatsoever, to any claim that Lender may now or hereafter have against Borrower. In the event of insolvency and consequent liquidation of the assets of Borrower, through bankruptcy, by an assignment for the benefit of creditors, by voluntary liquidation, or otherwise, the assets of Borrower applicable to the payment of the claims of both Lender and Guarantor shall be paid to Lender and shall be first applied by Lender to the Indebtedness. Guarantor does hereby assign to Lender all claims which it may have or acquire against Borrower or against any assignee or trustee in bankruptcy of Borrower; provided however, that such assignment shall be effective only for the purpose of assuring to Lender full payment in legal tender of the Indebtedness. If Lender so requests, any notes or credit agreements now or hereafter evidencing any debts or obligations of Borrower to Guarantor shall be marked with a legend that the same are subject to this Guaranty and shall be delivered to Lender. Guarantor agrees, and Lender is hereby authorized, in the name of Guarantor, from time to time to file financing statements and continuation statements and to execute documents and to take such other actions as Lender deems necessary or appropriate to perfect, preserve and enforce its rights under this Guaranty. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Guaranty: Amendments. This Guaranty, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Guaranty. No alteration of or amendment to this Guaranty shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Arbitration. Borrower and Guarantor and Lender agree that all disputes, claims and controversies between them whether individual, joint, or class in nature, arising from this Guaranty or otherwise, including without limitation contract and tort disputes, shall be arbitrated pursuant to the Rules of the American Arbitration Association in effect at the time the claim is filed, upon request of either party. No act to take or dispose of any Collateral shall constitute a waiver of this arbitration agreement or be prohibited by this arbitration agreement. This includes, without limitation, obtaining injunctive relief or a temporary restraining order; invoking a power of sale under any deed of trust or mortgage; obtaining a writ of attachment or imposition of a receiver; or exercising any rights relating to personal property, including taking or disposing of such property with or without judicial process pursuant to Article 9 of the Uniform Commercial Code. Any disputes, claims, or controversies concerning the lawfulness or reasonableness of any act, or exercise of any right, concerning any Collateral, including any claim to rescind, reform, or otherwise modify any agreement relating to the Collateral, shall also be arbitrated, provided however that no arbitrator shall have the right or the power to enjoin or restrain any act of any party. Judgment upon any award rendered by any arbitrator may be entered in any court having jurisdiction. Nothing in this Guaranty shall preclude any party from seeking equitable relief from a court of competent jurisdiction. The statute of limitations, estoppel, waiver, laches, and similar doctrines which would otherwise be applicable in an action brought by a party shall be applicable in any arbitration proceeding, and the commencement of an arbitration proceeding shall be deemed the commencement of an action for these purposes. The Federal Arbitration Act shall apply to the construction, interpretation, and enforcement of this arbitration provision. Attorneys' Fees; Expenses. Guarantor agrees to pay upon demand all of Lender's costs and expenses, including Lender's reasonable attorneys' fees and Lender's legal expenses, incurred in connection with the enforcement of this Guaranty. Lender may hire or pay someone else to help enforce this Guaranty, and Guarantor shall pay the costs and expenses of such enforcement. Costs and expenses include Lender's reasonable attorneys' fees and legal expenses whether or not there is a lawsuit, including reasonable attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post - judgment collection services. Guarantor also shall pay all court costs and such additional fees as may be directed by the court. Caption Headings. Caption headings in this Guaranty are for convenience purposes only and are not to be used to interpret or define the provisions of this Guaranty. Governing Law. This Guaranty will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions. Choice of Venue. if there is a lawsuit, Guarantor agrees upon Lender's request to submit to the jurisdiction of the courts of Cumberland County, Commonwealth of Pennsylvania. Integration. Guarantor further agrees that Guarantor has read and fully understands the terms of this Guaranty; Guarantor has had the opportunity to be advised by Guarantor's attorney with respect to this Guaranty; the Guaranty fully reflects Guarantor's intentions and paroi evidence is not required to interpret the terms of this Guaranty. Guarantor hereby indemnifies and holds Lender harmless from all losses, claims, damages, and costs (including Lender's attorneys' fees) suffered or incurred by Lender as a result of any breach by Guarantor of the warranties, representations and agreements of this paragraph. Interpretation. In all cases where there is more than one Borrower or Guarantor, then all words used in this Guaranty in the singular shall be deemed to have been used in the plural where the context and construction so require; and where there is more than one Borrower named in this Guaranty or when this Guaranty is executed by more than one Guarantor, the words "Borrower" and "Guarantor" respectively shall mean all and any one or more of them. The words "Guarantor," "Borrower," and "Lender" include the heirs, successors, COMMERCIAL GUARANTY Loan No: (Continued) Page 3 assigns, and transferees of each of them. If a court finds that any provision of this Guaranty is not valid or should not be enforced, that fact by itself will not mean that the rest of this Guaranty will not be valid or enforced. Therefore, a court will enforce the rest of the provisions of this Guaranty even if a provision of this Guaranty may be found to be invalid or unenforceable. If any one or more of Borrower or Guarantor are corporations, partnerships, limited liability companies, or similar entities, it is not necessary for Lender to inquire into the powers of Borrower or Guarantor or of the officers, directors, partners, managers, or other agents acting or purporting to act on their behalf, and any indebtedness made or created in reliance upon the professed exercise of such powers shall be guaranteed under this Guaranty. Notices. Unless otherwise provided by applicable law, any notice required to be given under this Guaranty shall be given in writing, and shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this Guaranty. Any party may change its address for notices under this Guaranty by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, Guarantor agrees to keep Lender informed at all times of Guarantor's current address. Unless otherwise provided by applicable law, if there is more than one Guarantor, any notice given by Lender to any Guarantor is deemed to be notice given to all Guarantors. No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Guaranty unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Guaranty shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Guaranty. No prior waiver by Lender, nor any course of dealing between Lender and Guarantor, shall constitute a waiver of any of Lender's rights or of any of Guarantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Guaranty, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender. Successors and Assigns. The terms of this Guaranty shall be binding upon Guarantor, and upon Guarantor's heirs, personal representatives, successors, and assigns, and shall be enforceable by Lender and its successors and assigns. Waive Jury. Lender and Guarantor hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either Lender or Guarantor against the other. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Guaranty. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise defined in this Guaranty shall have the meanings attributed to such terms in the Uniform Commercial Code: Borrower. The word "Borrower" means Booz Milk Transport, Inc. and includes all co- signers and co- makers signing the Note and all their successors and assigns. Guarantor. The word "Guarantor" means everyone signing this Guaranty, including without limitation Martha E. Booz , and in each case, any signer's successors and assigns. Guaranty. The word "Guaranty" means this guaranty from Guarantor to Lender. Indebtedness. The word "Indebtedness" means Borrower's indebtedness to Lender as more particularly described in this Guaranty. Lender. The word "Lender" means Members list Federal Credit Union, its successors and assigns. Note. The word "Note" means the promissory note dated August 6, 2009, in the original principal amount of $139,000.00 from Borrower to Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the promissory note or agreement. Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness. CONFESSION OF JUDGMENT. GUARANTOR 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 GUARANTOR AFTER THE AMOUNTS HEREUNDER BECOME DUE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT AGAINST GUARANTOR FOR THE ENTIRE PRINCIPAL BALANCE OF THIS GUARANTY 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 GUARANTY OR A COPY OF THIS GUARANTY VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS GUARANTY TO CONFESS JUDGMENT AGAINST GUARANTOR 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 GUARANTY. GUARANTOR HEREBY WAIVES ANY RIGHT GUARANTOR 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 GUARANTOR'S ATTENTION 08 GUARANTOR HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. COMMERCIAL GUARANTY Loan No: (Continued) Page 4 EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES TO ITS TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH IN THE SECTION TITLED "DURATION OF GUARANTY ". NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY IS DATED AUGUST 6, 2009. THIS GUARANTY IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS GUARANTY IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. GUARANTO,�W Martha E Booz LASER PRO Lwdinp, V.. 6.45.00.004 Cop. H"I,nd Fn—W SaWf �, Ina. 1997, 2OD9. M ROtS Rlw,vd. PA C:%C0AIMERCIALICFI \LPL1E20.FC M-2189 PR.S EXHIBIT "H" Parcel Identification 001 JAX Number: 11.09- 0509 -012 & RECORDATION REQUESTED BY: Members 1st Federal Credit Union ATTN: Small Business Lending 5000 Louise Drive Mechanicsburg, PA 17055 WHEN RECORDED MAIL TO: Members 1st Federal Credit Union ATTN: Small Business Lending 5000 Louise Drive Mechanicsburg, PA 17055 SEND TAX NOTICES TO: Members 1st Federal Credit Union ATTN: Small Business Lending 5000 Louise Drive Mechanicsburg, PA 17055 FOR RECORDER'S USE ONLY MORTGAGE MAXIMUM LIEN. The unpaid principal balance of advances exclusive of interest and unpaid balances of advances and other extensions of credit, secured by the Mortgage made for the payment of taxes, assessments, maintenance charges, insurance premiums and costs incurred for the protection of the mortgaged premises shall not exceed at any one time $139,000.00. Amount Secured Hereby: $139,000.00 THIS MORTGAGE dated August 6, 2009, is made and executed between Lee N. Booz, death of Lee N. Booz D.O.D. is suggested October 1, 1997 and Martha E. Booz , whose address is 1099 Ridge Rd, Shippensburg, PA 17257 (referred to below as "Grantor ") and Members 1st Federal Credit Union, whose address is ATTN: Small Business Lending, 5000 Louise Drive, Mechanicsburg, PA 17055 (referred to below as "Lender "). GRANT OF MORTGAGE. For valuable consideration, Grantor grants, bargains, sells, conveys, assigns, transfers, releases, confirms and mortgages to Lender all of Grantor's right, title, and interest in and to the following described real property, together with all existing or subsequently erected or affixed buildings, improvements and fixtures; all streets, lanes, alleys, passages, and ways; all easements, rights of way, all liberties, privileges, tenements, hereditaments, and appurtenances thereunto belonging or anywise made appurtenant hereafter, and the reversions and remainders with respect thereto; all water, water rights, watercourses and ditch rights (including stock in utilities with ditch or irrigation rights); and all other rights, royalties, and profits relating to the real property, including without limitation all minerals, oil, gas, geothermal and similar matters, (the "Real Property ") located in Cumberland County, Commonwealth of Pennsylvania: ALL the following two tracts of land, together with the improvements thereon constructed and erected, known as the "Biggs Farm ", situate in Hopewell Township, Cumberland County, Pennsylvania, and more particularly bounded and described as follows: Parcel #1. BEGINNING at a stone on line of land now or formerly of A. Greenland; thence North 16 degrees East 30.2 perches to a stone; thence North 6 degrees East 18 perches to a stone; • MORTGAGE (Continued) Page 12 CERTIFICATE OF RESIDENCE I hereby certify, that the precise address of the mortgagee, Members list Federal Credit Union, herein is as follows: ATTN: Small Business Lending, 5000 Louise Drive, Mechanicsburg, PA 17055 ey or Agent t agee INDIVIDUAL ACKNOWLEDGMENT COMMONWEALTH OF PENNSYLVANIA 1 eam&t� ) SS COUNTY OF 1 On this, the day of 20 , before me , the undersigned Notda Public, personally appeared Martha E. Booz , known to me (or satisfactorily roven) to be the person whose name is subscribed to the within instrument, and acknowledged that he or she executed the same for the purposes therein contai , In witness whereof, I hereunto set my hand and offici se I COMMONWEALTH OF PENNSY LVANIA 91 & Notarial Seal Luanne E. Kyle. Notary public tary Public in and f r the State Shippensburg Born, Cumberland County My Commission Expires Jan. 20, 2013 Member, Pennsylvania Association of Notaries LASER PRO Lending, Ver. 5.45.00.004 Copr. Harland Financial Solutions, Inc. 1997, 2009. All Rights Reserved. - PA C: \COMMERCIAL \CFI \LPL \GO3.FC TR -2189 PR -6 ROBERT P. ZIEGLER RECORDER OF DEEDS ' . �. CUMBERLAND COUNTY 1 COURTHOUSE SQUARE CARLISLE, PA 17013 717 - 240 -6370 a ` a c i a •9 Instrument Number - 200929328 Recorded On 8/20/2009 At 1:42:38 PM * Total Pages - 13 * Instrument Type - MORTGAGE Invoice Number - 50796 User ID - AF * Mortgagor - BOOZ, MARTHA E * Mortgagee - MEMBERS 1ST FEDERAL CR UN * Customer - MEMBERS 1ST FEDERAL CR UN * FEES STATE WRIT TAX $0.50 Certification Page STATE JCS /ACCESS TO $10.00 JUSTICE DO NOT DETACH RECORDING FEES - $27.50 RECORDER OF DEEDS PARCEL CERTIFICATION $10 .00 This page is now part FEES of this legal document. AFFORDABLE HOUSING $11.50 COUNTY ARCHIVES FEE $2.00 ROD ARCHIVES FEE $3.00 TOTAL PAID $64.50 I Certify this to be recorded in Cumberland County PA Ot cy RECORDER O D EDS 7 1750 * - Information denoted by an asterisk may change during the verification process and may not be reflected on this page. 001 JAX II I I II I II VIII I I I IIIIII III L ' C J 001 JAY Parcel Identification Number: 11 -09- 0509 -012 & RECORDATION REQUESTED BY: Members 1st Federal Credit Union ATTN: Small Business Lending 5000 Louise Drive Mechanicsburg, PA 17055 WHEN RECORDED MAIL TO: Members 13t Federal Credit Union ATTN: Small Business Lending 5000 Louise Drive Mechanicsburg, PA 17055 SEND TAX NOTICES TO: Members 1st Federal Credit Union ATTN: Small Business Lending 5000 Louise Drive Mechanicsbura, PA 17055 FOR RECORDER'S USE ONLY ASSIGNMENT OF RENTS THIS ASSIGNMENT OF RENTS dated August 6, 2009, is made and executed between Lee N. Booz, death of Lee N. Booz D.O.D. is suggested October 1, 1997 and Martha E. Booz , whose address is 1099 Ridge Rd, Shippensburg, PA 17257 (referred to below as "Grantor ") and Members 1st Federal Credit Union, whose address is ATTN: Small Business Lending, 5000 Louise Drive, Mechanicsburg, PA 17055 (referred to below as "Lender "). ASSIGNMENT. For valuable consideration, Grantor hereby assigns, grants a continuing security interest in, and conveys to Lender all of Grantor's right, title, and interest in and to the Rents from the following described Property located in Cumberland County, Commonwealth of Pennsylvania: ALL the following two tracts of land, together with the improvements thereon constructed and erected, known as the "Biggs Farm ", situate in Hopewell Township, Cumberland County, Pennsylvania, and more particularly bounded and described as follows: Parcel #1. BEGINNING at a stone on line of land now or formerly of A. Greenland; thence North 16 degrees East 30.2 perches to a stone; thence North 6 degrees East 18 perches to a stone; thence North 15 1/4 degrees East 35 perches; thence 20 1/4 degrees East 29 perches; thence 34 1/4 degrees East 54.4 perches to a white oak tree on line of land, now or formerly of Frank Eberly; thence South 5 1/ 2 degrees East 66- perches to a post; thence South 17 degrees West 148 perches to Parcel # 2 to a post; thence North 85 degrees West 77 perches to the place of beginning. Containing 77 acres and 51 perches, more or less. Parcel # 2. BEGINNING at a post at corner of land nor formerly of Frank Ebberly; thence South 62 3/4 ASSIGNMENT OF RENTS (Continued) Page 7 Event of Default. The words "Event of Default" mean any of the events of default set forth in this Assignment in the default section of this Assignment. Grantor. The word "Grantor" means Martha E. Booz . Guarantor. The word "Guarantor" means any guarantor, surety, or accommodation party of any or all of the Indebtedness. Guaranty. The word "Guaranty" means the guaranty from Guarantor to Lender, including without limitation a guaranty of all or part of the Note. Indebtedness. The word "Indebtedness" means all principal, interest, and other amounts, costs and expenses payable under the Note or Related Documents, together with all renewals of, extensions of, modifications of, consolidations of and substitutions for the Note or Related Documents and any amounts expended or advanced by Lender to discharge Grantor's obligations or expenses incurred by Lender to enforce Grantor's obligations under this Assignment, together with interest on such amounts as provided in this Assignment. Specifically, without limitation, Indebtedness includes all amounts that may be indirectly secured by the Cross- Collateralization provision of this Assignment. Lender. The word "Lender" means Members 1 at Federal Credit Union, its successors and assigns. Note. The word "Note" means the promissory note dated August 6, 2009, in the original principal amount of $ 139,000.00 from Borrower to Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the promissory note or agreement. Property. The word "Property" means all of Grantor's right, title and interest in and to all the Property as described in the "Assignment" section of this Assignment. Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness. Rents. The word "Rents" means all of Grantor's present and future rights, title and interest in, to and under any and all present and future leases, including, without limitation, all rents, revenue, income, issues, royalties, bonuses, accounts receivable, cash or security deposits, advance rentals, profits and proceeds from the Property, and other payments and benefits derived or to be derived from such leases of every kind and nature, whether due now or later, including without limitation Grantor's right to enforce such leases and to receive and collect payment and proceeds thereunder. THE UNDERSIGNED ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS ASSIGNMENT. THIS DOCUMENT IS EXECUTED ON AUGUST 6, 2009. THIS ASSIGNMENT IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS ASSIGNMENT IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. GRANTOR: Martha E. Booz CERTIFICATE OF RESIDENCE I hereby certify, that the precise address of the mortgagee, Members list Federal Credit Union, herein is as follows: ATTN: Small Business Lending, 5000 Louise Drive, Mechanicsburg, PA 17055 Affw,,oy or ., .or ,VhTseye,% • ASSIGNMENT OF RENTS (Continued) Page 8 INDIVIDUAL ACKNOWLEDGMENT COMMONWEALTH OF PENNSYLVANIA I GC �V�/ ! [iG � l/' I SS COUNTY OF l / C L) On this, the � Y' day of fits I , 20 �, before me the undersigned No Public, personally appeared Martha E. Booz , known to me (or satisfactorily pr ven) to be the person whose name is subscribed to the within instrument, and acknowledged that he or she executed the same for the purposes therein contained, In witness whereof, I hereunto set my hand and official s j( COMMONWEALTH OF PENNSYLVANIA Notarial Seal Luanne E. Kyle, Notary Public tart' Public in and for the S of Shippensburg Boro, Cumberland County My Commission Expires Jan. 20, 2013 Member, Pennsylvania Association of Notaries LASER PRO Lending, Ver. 5.45.00.004 Copr. Harland Financial Solutions, Inc. 1997, 2009. All Rights Reserved. PA C: \COMMERCIAL \CFI \LPL \G14.FC TR -2189 PR -6 ROBERT P. ZIEGLER RECORDER OF DEEDS i CUMBERLAND COUNTY ° -- 1 COURTHOUSE SQUARE °� -� CARLISLE, PA 17013 717- 240 -6370 4 ? - Instrument Number - 200929329 Recorded On 8/20/2009 At 1:42:39 PM * Total Pages - 9 * Instrument Type - ASSIGNMENT Invoice Number - 50796 User ID - AF * Grantor - BOOZ, MARTHA E * Grantee - MEMBERS 1ST FEDERAL CR UN * Customer - MEMBERS 1ST FEDERAL CR UN * FEES STATE WRIT TAX $0.50 Certification Page RECORDING FEES — $19.50 RECORDER OF DEEDS DO NOT DETACH PARCEL CERTIFICATION $10.00 FEES This page is now art COUNTY ARCHIVES FEE $2.00 P g P ROD ARCHIVES FEE $3.00 of this legal document. TOTAL PAID $35.00 I Certify this to be recorded in Cumberland County PA cp cull /� RECORDER O r`i I 1730 - Information denoted by an asterisk may change during the verification process and may not be reflected on this page. 001 JAY IIi lllill IIIIIIIIiI (VIII EXHIBIT "I" PROMISSORY NOTE i .::•::...::.: �'. ....... i� M444 t ;N�>::;: >:::.: >..: ;:...:.. c..aurt�':.:::: •....:. t7lffPc�l�.:.:::aft i :: ::. ::: MM Q:....... t. ... _.2 .. 4.......... 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: Booz Milk Transport Inc. Lender: Members 1st Federal Credit Union 199 Booz Road ATTN: Small Business Lending Shippensburg, PA 17257 5000 Louise Drive Mechanicsburg, PA 17055 Principal Amount: $45,000.00 Interest Rate: 7.000% Date of Note: November 30, 2010 PROMISE TO PAY. Booz Milk Transport Inc. ( "Borrower ") promises to pay to Members 1st Federal Credit Union ( "Lender "), or order, in lawful money of the United States of America, the principal amount of Forty -five Thousand & 00/100 Dollars ($45,000.00), together with interest on the unpaid principal balance from November 30, 2010, calculated as described in the "INTEREST CALCULATION METHOD" paragraph using an interest rate of 7.000% per annum, until paid in full. The interest rate may change under the terms and conditions of the "INTEREST AFTER DEFAULT" section. PAYMENT. Borrower will pay this loan in 47 payments of $1,080.97 each payment and an irregular last payment estimated at $1,080.68. Borrower's first payment is due January 16, 2011, and all subsequent payments are due on the same day of each month after that. Borrower's final payment will be due on December 16, 2014, and will be for all principal and all accrued interest not yet paid. Payments include principal and interest. Unless otherwise agreed or required by applicable law, payments will be applied first to any unpaid collection costs; then to any late charges; then to any accrued unpaid interest; and then to principal. Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate in writing. MAXIMUM INTEREST RATE. Under no circumstances will the interest rate on this Note exceed (except for any higher default rate shown below) the lesser of 18.000% per annum or the maximum rate allowed by applicable law. INTEREST CALCULATION METHOD. Interest on this Note is computed on a 365/365 simple interest basis; that is, by applying the ratio of the interest rate over the number of days in a year, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. All interest payable under this Note is computed using this method. PREPAYMENT; MINIMUM INTEREST CHARGE. In any event, even upon full prepayment of this Note, Borrower understands that Lender is entitled to a minimum interest charge of $1.00. Other than Borrower's obligation to pay any minimum interest charge, 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 and may result in Borrower's making fewer payments. 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: Members 1 at Federal Credit Union, 5000 Louise Drive Mechanicsburg, PA 17050. LATE CHARGE. If a payment is 15 days or more late, Borrower will be charged 5.000% of the unpaid portion of the regularly scheduled payment or $25.00, whichever is greater. INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, the interest rate on this Note shall be increased to 15.000% per annum ( "Default Rate "). If judgment is entered in connection with this Note, interest will continue to accrue after the date of judgment at the Default Rate. 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 fails 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. Default in Favor of Third Parties. Borrower or any Grantor defaults under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower's property or Borrower's ability to repay this Note or perform Borrower's obligations under this Note or any of the related documents. False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Note or the related documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. Insolvency. The dissolution or termination of Borrower's existence as a going business, the insolvency of Borrower, the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self -help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the loan. This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute. Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the indebtedness or any Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any guaranty of the indebtedness evidenced by this Note. Change In Ownership. Any change in ownership of twenty -five percent (25 %) or more of the common stock of Borrower. Adverse Change. A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance of this Note is impaired. PROMISSORY NOTE Loan No:: (Continued) Page 2 Insedurity. 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 Note within the preceding twelve (12) months, it may be cured if Borrower, after Lender sends written notice to Borrower demanding cure of such default: (1) cures the default within thirty (30) days; or (2) if the cure requires more than thirty (30) 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 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 Note 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 Note has been accepted by Lender in the Commonwealth of Pennsylvania. CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of the courts of Cumberland County, Commonwealth of Pennsylvania. DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $25.00 if Borrower makes a payment on Borrower's loan and the check or preauthorized charge with which Borrower pays is later dishonored. STATUTORY LIEN. Borrower agrees that all loan advances under this Note are secured by all shares and deposits in all joint and individual accounts Borrower has with Lender now and in the future. Borrower authorizes Lender, to the extent permitted by applicable law, to apply the balance in these accounts to pay any amounts due under this Note when Borrower is in default under this Note. Shares and deposits in an Individual Retirement Account and any other account that would lose special tax treatment under state or federal law if given as security are not subject to the security interest Borrower has given in Borrower's shares and deposits. COLLATERAL. Borrower acknowledges this Note is secured by the following collateral described in the security instrument listed herein: motor vehicles described in a Commercial Security Agreement dated November 30, 2010. MEMBERSHIP REQUIREMENTS. All borrowers and Guarantors must maintain a membership with the Credit Union in good standing for the life of the loan. 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. Borrower may notify Lender if Lender reports any inaccurate information about Borrower's account(s) to a consumer reporting agency. Borrower's written notice describing the specific inaccuracy(ies) should be sent to Lender at the following address: Members 1st Federal Credit Union 5000 Louise Drive Mechanicsburg, PA 17050. GENERAL PROVISIONS. 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. Borrower and any other person who signs, guarantees or endorses this Note, to the extent allowed by law, waive presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan or release any party or guarantor or collateral; or impair, fail to realize upon or perfect Lender's security interest in the collateral; 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. PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE. 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. BORROWER: BOOZ MILK TRANSP TIN } Y: ( Seal) Martha E. Booz, Secretary /Treasurer of Booz Milk Transport Inc. PROMISSORY NOTE Loan No:: (Continued) Page 3 LENDER: MEMBERS 1ST FEDERAL CREDIT UNION X A ra er LASER MC LonAlnp, Vr, 5.92.20.007 Cop. Mmwd Fin—hil SalolbnP, Ino. 1997, 2010. All Rights R,m,,d. PA C :%C0MMERCIAL%CFl%LPLLD20.FC TR -Z597 Mg EXHIBIT "J" COMMERCIAL GUARANTY ....::..: . ..`;<. t»t►arl`: Msttlrit�r C? ..................................:::::. �:::.>:. ::::::.::;:•.�:;;;:;.:;.;:;:. ;•;;:; ;:;.::;::; s:::::: �:;>:»::: �;> :::: >; >:�:;<:::: >�;:� >:::�:: > »> '$: 4: isa :: » »:;� >ii�:� >� ><� >::ri�,:�.» :: f: �: a�`::»> �: is����><>:»>:< �;»:"::: �>::»: �::: ?�» ::::;:.::.:-:::;: a ::;::.: � :•: :: >:�; >;: »:: >:S: >�:�: References in the boxes above are for Lender's use only and do not limit the applicability of this document to any partic Any item above containin ular loan or item. "• has been omitted due to text length limitations. Borrower Booz Milk Transport Inc. Lender: Members 1st Federal Credit Union 199 Booz Road ATTN: Small Business Lending Shippensburg, PA 17257 5000 Louise Drive Guarantor: Martha E. Booz Mechanicsburg, PA 17055 199 Booz Road Shippensburg, PA 17257 GUARANTEE OF PAYMENT AND PERFORMANCE. For good and valuable consideration, Guarantor absolutely and unconditionally guarantees full and punctual payment and satisfaction of the Indebtedness of Borrower to Lender, and the performance and discharge of all Borrower's obligations under the Note and the Related Documents. This is a guaranty of payment and performance and not of collection, so Lender can enforce this Guaranty against Guarantor even when Lender has not exhausted Lender's remedies against anyone else obligated to pay the Indebtedness or against any collateral securing the Indebtedness, this Guaranty or any other guaranty of the Indebtedness. Guarantor will make any payments to Lender or its order, on demand, in legal tender of the United States of America, in same -day funds, without set -off or deduction or counterclaim, and will otherwise perform Borrower's obligations under the Note and Related Documents. INDEBTEDNESS. The word "Indebtedness" as used in this Guaranty means all of the principal amount outstanding from time to time and at any one or more times, accrued unpaid interest thereon and all collection costs and legal expenses related thereto permitted by law, reasonable attorneys' fees, arising from any and all debts, liabilities and obligations that Borrower individually or collectively or interchangeably with others, owes or will owe Lender under the Note and Related Documents and any renewals, extensions, modifications, refinancings, consolidations and substitutions of the Note and Related Documents. If Lender presently holds one or more guaranties, or hereafter receives additional guaranties from Guarantor, Lender's rights under all guaranties shall be cumulative. This Guaranty shall not (unless specifically provided below to the contrary) affect or invalidate any such other guaranties. Guarantor's liability will be Guarantor's aggregate liability under the terms of this Guaranty and any such other unterminated guaranties. DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender, or any notice to Guarantor or to Borrower, and will continue in full force until all the Indebtedness shall have been fully and finally paid and satisfied and all of Guarantor's other obligations under this Guaranty shall have been performed in full. Release of any other guarantor or termination of any other guaranty of the Indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation Lender receives from any one or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, without notice or demand and without lessening Guarantor's liability under this Guaranty, from time to time: (A) to make one or more additional secured or unsecured loans to Borrower, to lease equipment or other goods to Borrower, or otherwise to extend additional credit to Borrower; (B) to alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of the Indebtedness or any part of the Indebtedness, including increases and decreases of the rate of interest on the Indebtedness; extensions may be repeated and may be for longer than the original loan term; (C) to take and hold security for the payment of this Guaranty or the Indebtedness, and exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any such security, with or without the substitution of new collateral; (D) to release, substitute, agree not to sue, or deal with any one or more of Borrower's sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; (E) to determine how, when and what application of payments and credits shall be made on the Indebtedness; (F) to apply such security and direct the order or manner of sale thereof, including without limitation, any nonjudicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; (G) to sell, transfer, assign or grant participations in all or any part of the Indebtedness; and (H) to assign or transfer this Guaranty in whole or in part. GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that (A) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (B) this Guaranty is executed at Borrower's request and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (F) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor's financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (1) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower. GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (A) to continue lending money or to extend other credit to Borrower; (B) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (C) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (D) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (E) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (F) to pursue any other remedy within Lender's power; or (G) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. Guarantor also waives any and all rights or defenses based on suretyship or impairment of collateral including, but not limited to, any rights or defenses arising by reason of (A) any "one action" or "anti- deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, COMMERCIAL GUARANTY Loan No:: (Continued) Page 2 either judicially or by exercise of a power of sale; (B) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (C) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (D) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (E) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced, there is outstanding Indebtedness which is not barred by any applicable statute of limitations; or (F) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both. GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees that each of the waivers set forth above is made with Guarantor's full knowledge of its significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to public policy or law. If any such waiver is determined to be contrary to any applicable law or public policy, such waiver shall be effective only to the extent permitted by law or public policy. SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the Indebtedness, whether now existing or hereafter created, shall be superior to any claim that Guarantor may now have or hereafter acquire against Borrower, whether or not Borrower becomes insolvent. Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower, upon any account whatsoever, to any claim that Lender may now or hereafter have against Borrower, In the event of insolvency and consequent liquidation of the assets of Borrower, through bankruptcy, by an assignment for the benefit of creditors, by voluntary liquidation, or otherwise, the assets of Borrower applicable to the payment of the claims of both Lender and Guarantor shall be paid to Lender and shall be first applied by Lender to the Indebtedness. Guarantor does hereby assign to Lender all claims which it may have or acquire against Borrower or against any assignee or trustee in bankruptcy of Borrower; provided however, that such assignment shall be effective only for the purpose of assuring to Lender full payment in legal tender of the Indebtedness. If Lender so requests, any notes or credit agreements now or hereafter evidencing any debts or obligations of Borrower to Guarantor shall be marked with a legend that the same are subject to this Guaranty and shall be delivered to Lender. Guarantor agrees, and Lender is hereby authorized, in the name of Guarantor, from time to time to file financing statements and continuation statements and to execute documents and to take such other actions as Lender deems necessary or appropriate to perfect, preserve and enforce its rights under this Guaranty. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Guaranty: Amendments. This Guaranty, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Guaranty. No alteration of or amendment to this Guaranty shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Arbitration. Borrower and Guarantor and Lender agree that all disputes, claims and controversies between them whether individual, joint, or class in nature, arising from this Guaranty or otherwise, including without limitation contract and tort disputes, shall be arbitrated pursuant to the Rules of the American Arbitration Association in effect at the time the claim is filed, upon request of either party. No act to take or dispose of any Collateral shall constitute a waiver of this arbitration agreement or be prohibited by this arbitration agreement. This includes, without limitation, obtaining injunctive relief or a temporary restraining order; invoking a power of sale under any deed of trust or mortgage; obtaining a writ of attachment or imposition of a receiver; or exercising any rights relating to personal property, including taking or disposing of such property with or without judicial process pursuant to Article 9 of the Uniform Commercial Code. Any disputes, claims, or controversies concerning the lawfulness or reasonableness of any act, or exercise of any right, concerning any Collateral, including any claim to rescind, reform, or otherwise modify any agreement relating to the Collateral, shall also be arbitrated, provided however that no arbitrator shall have the right or the power to enjoin or restrain any act of any party. Judgment upon any award rendered by any arbitrator may be entered in any court having jurisdiction. Nothing in this Guaranty shall preclude any party from seeking equitable relief from a court of competent jurisdiction. The statute of limitations, estoppel, waiver, laches, and similar doctrines which would otherwise be applicable in an action brought by a party shall be applicable in any arbitration proceeding, and the commencement of an arbitration proceeding shall be deemed the commencement of an action for these purposes. The Federal Arbitration Act shall apply to the construction, interpretation, and enforcement of this arbitration provision. Attorneys' Fees; Expenses. Guarantor agrees to pay upon demand all of Lender's costs and expenses, including Lender's reasonable attorneys' fees and Lender's legal expenses, incurred in connection with the enforcement of this Guaranty. Lender may hire or pay someone else to help enforce this Guaranty, and Guarantor shall pay the costs and expenses of such enforcement. Costs and expenses include Lender's reasonable attorneys' fees and legal expenses whether or not there is a lawsuit, including reasonable attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post - judgment collection services. Guarantor also shall pay all court costs and such additional fees as may be directed by the court. Caption Headings. Caption headings in this Guaranty are for convenience purposes only and are not to be used to interpret or define the provisions of this Guaranty. Governing Law. This Guaranty will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions. Choice of Venue. If there is a lawsuit, Guarantor agrees upon Lender's request to submit to the jurisdiction of the courts of Cumberland County, Commonwealth of Pennsylvania. Integration. Guarantor further agrees that Guarantor has read and fully understands the terms of this Guaranty; Guarantor has had the opportunity to be advised by Guarantor's attorney with respect to this Guaranty; the Guaranty fully reflects Guarantor's intentions and parol evidence is not required to interpret the terms of this Guaranty. Guarantor hereby indemnifies and holds Lender harmless from all losses, claims, damages, and costs (including Lender's attorneys' fees) suffered or incurred by Lender as a result of any breach by Guarantor of the warranties, representations and agreements of this paragraph. Interpretation. In all cases where there is more than one Borrower or Guarantor, then all words used in this Guaranty in the singular shall be deemed to have been used in the plural where the context and construction so require; and where there is more than one Borrower named in this Guaranty or when this Guaranty is executed by more than one Guarantor, the words "Borrower" and "Guarantor" respectively shall mean all and any one or more of them. The words "Guarantor," "Borrower," and "Lender" include the heirs, successors, COMMERCIAL GUARANTY Loan No: ' ( Continued) Page 3 assigns, and transferees of each of them. If a court finds that any provision of this Guaranty is not valid or should not be enforced, that fact by itself will not mean that the rest of this Guaranty will not be valid or enforced. Therefore, a court will enforce the rest of the provisions of this Guaranty even if a provision of this Guaranty may be found to be invalid or unenforceable. If any one or more of Borrower or Guarantor are corporations, partnerships, limited liability companies, or similar entities, it is not necessary for Lender to inquire into the powers of Borrower or Guarantor or of the officers, directors, partners, managers, or other agents acting or purporting to act on their behalf, and any indebtedness made or created in reliance upon the professed exercise of such powers shall be guaranteed under this Guaranty. Notices. Unless otherwise provided by applicable law, any notice required to be given under this Guaranty shall be given in writing, and shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this Guaranty. Any party may change its address for notices under this Guaranty by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, Guarantor agrees to keep Lender informed at all times of Guarantor's current address. Unless otherwise provided by applicable law, if there is more than one Guarantor, any notice given by Lender to any Guarantor is deemed to be notice given to all Guarantors. No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Guaranty unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Guaranty shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Guaranty. No prior waiver by Lender, nor any course of dealing between Lender and Guarantor, shall constitute a waiver of any of Lender's rights or of any of Guarantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Guaranty, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender. Successors and Assigns. The terms of this Guaranty shall be binding upon Guarantor, and upon Guarantor's heirs, personal representatives, successors, and assigns, and shall be enforceable by Lender and its successors and assigns. Waive Jury. Lender and Guarantor hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either Lender or Guarantor against the other. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Guaranty. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise defined in this Guaranty shall have the meanings attributed to such terms in the Uniform Commercial Code: Borrower. The word "Borrower" means Booz Milk Transport Inc. and includes all co- signers and co- makers signing the Note and all their successors and assigns. Guarantor. The word "Guarantor" means everyone signing this Guaranty, including without limitation Martha E. Booz, and in each case, any signer's successors and assigns. Guaranty. The word "Guaranty" means this guaranty from Guarantor to Lender. Indebtedness. The word "Indebtedness" means Borrower's indebtedness to Lender as more particularly described in this Guaranty. Lender. The word "Lender" means Members 1 st Federal Credit Union, its successors and assigns. Note. The word "Note" means the promissory note dated November 30, 2010, in the original principal amount of $45,000.00 from Borrower to Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the promissory note or agreement. Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness. CONFESSION OF JUDGMENT. GUARANTOR 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 GUARANTOR AFTER THE AMOUNTS HEREUNDER BECOME DUE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT AGAINST GUARANTOR FOR THE ENTIRE PRINCIPAL BALANCE OF THIS GUARANTY 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 GUARANTY OR A COPY OF THIS GUARANTY VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS GUARANTY TO CONFESS JUDGMENT AGAINST GUARANTOR 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 GUARANTY. GUARANTOR HEREBY WAIVES ANY RIGHT GUARANTOR 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 GUARANTOR'S ATTENTION OR GUARANTOR HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. COMMERCIAL GUARANTY Loan No: - ( Continued) Page 4 EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES TO ITS TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH IN THE SECTION TITLED "DURATION OF GUARANTY ". NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY IS DATED NOVEMBER 30, 2010. THIS GUARANTY IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS GUARANTY IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. GUARA#,T T // 7 X :::: ( Seal) Martha E. Booz USER PRO Lsndi q, Vr. 5.52.20.003 Cop. MYhnd R—W S.NW.., Ina. 1997, 2010. AN Rot. R.—d. PA C:\COMMERCIAL%CF11LPUE20.FC TR-2593 PR-0 VERIFICATION I, Laura Hoke, Business Collection Specialist for Members Is' Federal Credit Union, acknowledge I have the authority to execute this Verification on behalf of Members V Federal Credit Union and certify that the foregoing Complaint for Confession of Judgment is based upon information which has been gathered by my counsel in the preparation of the lawsuit. The language of this document is that of counsel and not my own. I have read the document and to the extent the Complaint for Confession of Judgment is based upon information which I have given to my counsel, it is true and correct to the best of my knowledge, information and belief. To the extent the content of the Complaint for Confession of Judgment is that of counsel, I have relied upon counsel in making this Verification. This statement and Verification are made subject to the penalties of 18 Pa. C.S. § 4904 relating to unsworn falsification to authorities, which provides that if I knowingly make false averments, I may be subject to criminal penalties. MEMBERS 1 ST FEDERAL CREDIT UNION By; *LaraHoke, usiness Collection Specialist RWILES\Climtsl1 1470 Members)st \I 1470 Current\} 1470.155 BoozM 1470A 55_oom c0nf1 wpd Seth T. Mosebey, Esquire 2313 AUG 22 AM R. .39 Attorney I.D. No. 203046 MARTSON DEARDORFF WILLIAMS OTTO GILROY & FALLER CUMBERLAND COUN MARTSON LAW OFFICES PENNSYLVANIA, 10 East High Street Carlisle, PA 17013 (717) 243 -3341 Attorneys for Plaintiff MEMBERS 1 FEDERAL CREDIT : IN THE COURT OF COMMON PLEAS OF UNION, : CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff V. NO. 2013 - J D 7 CIVIL TERM BOOZ MILK TRANSPORT, INC., and MARTHA E. BOOZ, Defendants CERTIFICATE OF RESIDENCE We hereby certify that the last known addresses of the Defendants are: Booz Milk Transport, Inc. 199 Booz Road Shippensburg, PA 17257 Martha E. Booz 199 Booz Road Shippensburg, PA 17257 The address of Plaintiff is: 5000 Louise Drive, Mechanicsburg, PA 17055 MARTSON LAW OFFICES By: J. OwA Seth T. Mosebey, Esquire Date: 9/) 6 f 13 Attorneys for Plaintiff Seth T. Mosebey, Esquire Attorney I.D. No. 203046 290 AUG 22 AM f .9 MARTSON DEARDORFF WILLIAMS OTTO GILROY & FALLER MARTSON LAW OFFICES CUMBERLAND COUNTY 10 East High Street PENNSYLVANIA Carlisle, PA 17013 (717) 243 -3341 Attorneys for Plaintiff MEMBERS 1 FEDERAL CREDIT : IN THE COURT OF COMMON PLEAS OF UNION, : CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff : V. NO. 2013 - �Qa7 CIVIL TERM BOOZ MILK TRANSPORT, INC., and MARTHA E. BOOZ, : Defendants AFFIDAVIT I, Seth T. Mosebey, Esquire, attorney for Plaintiff, hereby certify, that to the best of my knowledge, that the Confession of Judgment for Money attached is not being entered against a natural person in connection with a consumer credit transaction. J AW4 Seth T. Mosebey, Esquire Sworn to and subscribed before me this e day of , 2013. N t Public COMMONWEAL OF Pi rNN MANIA Notarial Seal Mary M. Price, Notary public Carlisle Boro, Cumberland County My Commission Expl es Aug. 18, 2015 MEMBER, ANfA ON OF NOTARIES Seth T. Mosebey, Esquire O THE PROTHONOTA;Ry Attorney I.D. No. 203046 2013 AUG 22 AN, 1 319 MARTSON DEARDORFF WILLIAMS OTTO GILROY & FALLERCU MRERLAND I Ui` T MARTSON LAW OFFICES �'h1�dSY�.VAIA 10 East High Street Carlisle, PA 17013 (717) 243 -3341 Attorneys for Plaintiff MEMBERS 1 FEDERAL CREDIT : IN THE COURT OF COMMON PLEAS OF UNION, : CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff V. NO. 2013 - j () Q'7 CIVIL TERM BOOZ MILK TRANSPORT, INC., and MARTHA E. BOOZ, ; Defendants : AFFIDAVIT AS TO MILITARY SERVICE COMMONWEALTH OF PENNSYLVANIA ) :SS. COUNTY OF CUMBERLAND ) Seth T. Mosebey, Esquire, being duly sworn according to law, deposes and says that he has authority to make this affidavit on behalfof his client, and to the best of his knowledge, information and belief, Defendant Martha E. Booz is not in the military service of the United States of America, and Defendant Booz Milk Transport, Inc., is a close corporation and is not in the military service of the United States of America. J Seth T. Mosebey, Esquire thi Sworn to an d subscribed before me Sworn day of , 2013. a Public COMMONWEALTH OF PENNSYLVANIA Notarial Seal Mary M, Price, Notary Public Carlisle Born, Cumberland County My Commisslon Expires Aug. 18, 2015 MEMBER, pENNSyCYANIA ASS CATION W NOTARIES THE Seth T. Mosebey, Esquire 2013 AUG 22 AM tt: 3 Attorney I.D. No. 203046 MARTSON DEARDORFF WILLIAMS OTTO GILROY & FANSgERLAND COUNTY MARTSON LAW OFFICES PENNSYLVANIA 10 East High Street Carlisle, PA 17013 (717) 243 -3341 Attorneys for Plaintiff MEMBERS 1 FEDERAL CREDIT : IN THE COURT OF COMMON PLEAS OF UNION, : CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff V. NO. 2013 - �� d�] CIVIL TERM BOOZ MILK TRANSPORT, INC., and MARTHA E. BOOZ, : Defendants NOTICES IN CONNECTION WITH JUDGMENTS BY CONFESSION REQUIRED BY 42 PA. C.S.A. §2737.1. (Act 105 of 2000) To: Defendants PURSUANT TO 42 PA. C.S.A. SECTION 2737.1, IF YOU HAVE BEEN INCORRECTLY IDENTIFIED AND HAD A CONFESSION OR JUDGMENT ENTERED AGAINST YOU, YOU ARE ENTITLED TO COSTS AND REASONABLE ATTORNEY FEES AS DETERMINED BY THE COURT. INSTRUCTIONS REGARDING THE PROCEDURE TO STRIKE THE CONFESSED JUDGMENT ARE SET FORTH BELOW: Pennsylvania Rule of Civil Procedure 2959 - Striking Off Judgment (a) (1) Relief from a judgment by confession shall besought 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 not 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 the plaintiff shall file an answer on or before the return 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 in 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 are 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. You may have other rights available to you other than as set forth in this notice. You should take this paper to your lawyer at once. If you do not have a lawyer, go to or telephone the office set forth below. This office can provide you with information about hiring a lawyer. If you cannot afford to hire a lawyer, this office may be able to provide you with information about agencies that may offer legal services to eligible persons at a reduced fee or no fee. Cumberland County Bar Association 34 South Bedford Street Carlisle, PA 17013 (717) 249 -3166 Seth T. Mosebey, Esquire Attorney I.D. No. 203046 MARTSON DEARDORFF WILLIAMS OTTO GILROY & FALLER MARTSON LAW OFFICES 10 East High Street Carlisle, PA 17013 (717) 243 -3341 Attorneys for Plaintiff MEMBERS 1 FEDERAL CREDIT : IN THE COURT OF COMMON PLEAS OF UNION, : CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff V. : NO. 2013 - 40 CIVIL TERM BOOZ MILK TRANSPORT, INC., and MARTHA E. BOOZ, Defendants NOTICE OF ENTRY OF JUDGMENT PURSUANT TO PA. R.C.P. NO 236 TO: Martha E. Booz 199 Booz Road Shippensburg, PA 17257 You are hereby notified that on a,� o 3 , judgment by confession was entered against you in the above - captioned case in favor of Members 1" Federal Credit Union as follows: Credit Agreement Principal $199,976.25 Interest (through 7/24/13) $ 1,580.46 Costs of Suit (estimated) $ 200.00 Attorney Fees $ 19,997.62 Total: $221,754.33* *Plus interest per diem at $17.81, along with additional costs and fees incurred, until paid in full. First Note Principal $84,309.71 Interest (through 7/24/13) $ 686.17 Costs of Suit (estimated) $ 200.00 Attorney Fees $ 8,430-97 Total: $93,626.85* *Plus interest per diem at $11.55, along with additional costs and fees incurred, until paid in full. Second Not Principal $27,057.61 Late Fees $ 54.05 Interest (through 7/24/13) $ 332.10 Costs of Suit (estimated) $ 200.00 Attorney Fees $ 2,705.76 Total: $30,349.52* *Plus interest per diem at $5.19, along with additional costs and fees incurred, until paid in full. Grand Total: $345,730.70 ** * *Plus interest per diem at $34.55, along with additional costs and fees incurred, until paid in full. Date: 1 3 Prot onotary Seth T. Mosebey, Esquire Attorney I.D. No. 203046 MARTSON DEARDORFF WILLIAMS OTTO GILROY & FALLER MARTSON LAW OFFICES 10 East High Street Carlisle, PA 17013 (717) 243 -3341 Attorneys for Plaintiff MEMBERS F FEDERAL CREDIT : IN THE COURT OF COMMON PLEAS OF UNION, : CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff V. NO. 2013 - 6 "� CIVIL TERM BOOZ MILK TRANSPORT, INC., and MARTHA E. BOOZ, : Defendants NOTICE OF ENTRY OF JUDGMENT PURSUANT TO PA. R.C.P. NO. 236 TO: Booz Milk Transport, Inc. 199 Booz Road Shippensburg, PA 17257 You are hereby notified that on , judgment by confession was entered against you in the above - captioned case in favor of Members I" Federal Credit Union as follows: Credit Agreement Principal $199,976.25 Interest (through 7/24/13) $ 1,580.46 Costs of Suit (estimated) $ 200.00 Attorney Fees $ 19,997.62 Total: $221,754.33* *Plus interest per diem at $17.81, along with additional costs and fees incurred, until paid in full. First Note Principal $84,309.71 Interest (through 7/24/13) $ 686.17 Costs of Suit (estimated) $ 200.00 Attorney Fees $ 8,430.97 Total: $93,626.85* *Plus interest per diem at $11.55, along with additional costs and fees incurred, until paid in full. Second Not Principal $27,057.61 Late Fees $ 54.05 Interest (through 7/24/13) $ 332.10 Costs of Suit (estimated) $ 200.00 Attorney Fees $ 2,705.76 Total: $30,349.52* *Plus interest per diem at $5.19, along with additional costs and fees incurred, until paid in full. Grand Total: $345,730.70 ** * *Plus interest per diem at $34.55, along with ad 'tional costs and fees incurred, a til paid in full. Date: • Prothonotary F:\FILES\Clients\11470 Members 1st \11470 Current \11470.155 Booz\ 11470.155.pral (revl).wpd Seth T. Mosebey, Esquire Attorney I.D. No. 203046 MARTSON LAW OFFICES 10 East High Street Carlisle, PA 17013 (717) 243-3341 Attorneys for Plaintiff r iLL-U OC I' I,,,. THE PROTHCNO TA TON AUG 2.5 PH 2: 27 CUMBERLAND COUNTY PENNSYLVANIA MEMBERS 1 ST FEDERAL CREDIT UNION, Plaintiff V. BOOZ MILK TRANSPORT, INC., and MARTHA E. BOOZ, Defendants : IN THE COURT OF COMMON PLEAS OF : CUMBERLAND COUNTY, PENNSYLVANIA • : NO. 2013 - 5007 CIVIL TERM PRAECIPE FOR WRIT OF EXECUTION TO THE PROTHONOTARY OF CUMBERLAND COUNTY: Please issue a writ of execution in the above matter, (1) (2) (3) directed to the Sheriff of Cumberland County; against Martha E. Booz, Defendant; and execute against real property known as 199 Booz Road, Shippensburg, Cumberland County, Pennsylvania, owned by Defendant Martha E. Booz, and identified on Exhibit "A" attached hereto. Judgment Amount: Interest accruing at $34.55 per day from July 24, 2013: Court Costs and Fees: Total Due: * To be determined by the Cumberland County Sheriff. $345,730.70 * * .Pg%KO per. 4/ -D6 79.L57) �. ‘,1 ,P.* J/t >-3/ S� LL--- f ..•.e- I certify that: (a) This Praecipe is based upon a judgment by confession; and (b) Notice will be served at least thirty days prior to the date of the sheriff's sale of real property pursuant to Rule 2958.2. Date: 1'/15-l1Y MARTSON LAW OFFICES By: ., J Seth T. Mosebey, Esquire I.D. No. 203046 Ten East High Street Carlisle, PA 17013-3093 (717) 243-3341 Attorneys for Plaintiff EXHIBIT "A" DOCKET NO. 2013 - 5007 Tax Parcel No. 11-09-0509-012 ALL the following two tracts of land, together with the improvements thereon contracted and erected, known as the "Biggs Farm", situate in Hopewell Township, Cumberland County, Pennsylvania, and ore particularly bounded and described as follows: Parcel #1: BEGINNING at a stone on line of land now or formerly of A. Greenland; thence North 16 degrees East 30.2 perches to a stone; thence North 6 degrees East 18 perches to a stone; thence North 15 1/4 degrees East 35 perches; thence 201/4 degrees East 29 perches; thence 341/4 degrees East 54.4 perches to a white oak tree on line of land, now or formerly of Frank Eberly; thence South 5'/2 degrees East 66 perches to a post; thence South 17 degrees West 148 perches to Parcel #2 to a post; thence North 85 degrees West 77 perches to the place of BEGINNING. Containing 77 acres and 51 perches, more or less. Parcel #2: BEGINNING at a post at corner of land now or formerly of Frank Eberly; thence South 62% degrees East 12.2 perches to a post; thence continuing with said land, South 31 degrees East 15.4 perches to a post; thence with lands now or formerly of Bart Cramer, South 4 degrees West 63.6 perches to a stone; thence with lands now or formerly of Charles Hassler, South 381/2 degrees East 47.5 perches to a post; thence with lands now or formerly of Walter Lutz, South 521/2 degrees West 6 perches to a post; thence continuing with said lands North 81 degrees West 71 perches to a post; thence along the lands now Parcel #1 North 15 degrees East 105 perches to the place of BEGINNING. Containing 24 acres and 80 perches neat measure. TO BE SOLD AS THE PROPERTY OF MARTHA E. BOOZ, ON JUDGMENT ENTERED AT THE ABOVE NUMBER AND TERM. THE COURT OF COMMON PLEAS • CUMBERLAND COUNTY PA DAVID D. BUELL, PROTHONOTARY One Courthouse Square • Suite100 • Carlisle, PA • 17013 (717) 240-6195. www.ccpa.net Members 15` Federal Credit Union Vs. NO 2013-5007 Civil Term CIVIL ACTION — LAW Booz Milk Transport, Inc. and Martha E. Booz WRIT OF EXECUTION TO THE SHERIFF OF CUMBERLAND COUNTY: To satisfy the judgment, interest and costs in the above matter you are directed to levy upon and sell the following described property: (1) See legal description. (2) (Specifically describe personal property when judgment results from a mortgage covering both personal and real property pursuant to Section 9604(a)of the Uniform Commercial Code) NOTE: Description of property must be attached to the writ. Amount Due: $345,730.70 L.L.: $.50 Interest accruing at $34.55 per day from July 24, 2013 Atty's Comm: Due Prothy: $2.25 Atty Paid: $74.50 Other Costs: Plaintiff Paid: Date: August 25, 2014 (Seal) REQUESTING PARTY: Name: Seth T. Mosebey, Esq. Martson Law Offices Address: Ten East High St. Carlisle, PA 17013-3093 Attorney for: Plaintiff Telephone: 717-243-3341 Supreme Court ID No. 203046 David D. Buell, Prothonotary Deputy Seth T. Mosebey, Esquire Attorney I.D. No. 203046 MARTSON LAW OFFICES 10 East High Street Carlisle, PA 17013 (717) 243-3341 Attorneys for Plaintiff y'.- THE PROTHONOTARY MEI AUG 25 PH 2:27 CUMBERLAND COUNTY PENNSYLVANIA MEMBERS 1ST FEDERAL CREDIT UNION, Plaintiff v. BOOZ MILK TRANSPORT, INC., and MARTHA E. BOOZ, Defendants : IN THE COURT OF COMMON PLEAS OF : CUMBERLAND COUNTY, PENNSYLVANIA : NO. 2013 - 5007 CIVIL TERM AFFIDAVIT PURSUANT TO RULE 3129.1 Members 1st Federal Credit Union, Plaintiff in the above action, sets forth as of the date the Praecipe for the Writ of Execution was filed, the following information concerning the real property located at 199 Booz Road, Shippensburg, Cumberland County, Pennsylvania, and as further described in Exhibit "A" attached hereto: 1. Name and address of owner(s) or reputed owner(s): Martha E. Booz 199 Booz Road Shippensburg, PA 17257 Martha E. Booz c/o Hamilton C. Davis, Esquire 20 East Burd Street, P.O. Box 40 Shippensburg, PA 17257 2. Name and address of defendant(s) in the judgment: Booz Milk Transport, Inc. 199 Booz Road Shippensburg, PA 17257 Martha E. Booz 199 Booz Road Shippensburg, PA 17257 Martha e. Booz c/o Hamilton C. Davis, Esquire 20 East Burd Street, P.O. Box 40 Shippensburg, PA 17257 3. Name and address of every judgment creditor whose judgment is a record lien on the real property to be sold: Members 1st Federal Credit Union 5000 Louise Drive Mechanicsburg, PA 17055 4. Name and address of the last recorded holder of every mortgage of record: Members 1 st Federal Credit Union 5000 Louise Drive Mechanicsburg, PA 17055 5. Name and address of every other person who has any record lien on the property: None. 6. Name and address of every other person who has any record interest in the property and whose interest may be affected by the sale: None. 7. Name and address of every other person of whom the plaintiff has knowledge who has any interest in the property which may be affected by the sale: None. I verify that the statements made in this affidavit are true and correct to the best of my personal knowledge or information and belief. I understand that false statements herein are made subject to the penalties of 18 Pa.C.S. 4904 relating to unsworn falsification to authorities. Date: 'F/2-57 l y MARTSON LAW OFFICES By: w<xL�i�" 5 Seth T. Mosebey, Esquir, EXHIBIT "A" DOCKET NO. 2013 - 5007 Tax Parcel No. 11-09-0509-012 ALL the following two tracts of land, together with the improvements thereon contracted and erected, known as the "Biggs Farm", situate in Hopewell Township, Cumberland County, Pennsylvania, and ore particularly bounded and described as follows: Parcel #1: BEGINNING at a stone on line of land now or formerly of A. Greenland; thence North 16 degrees East 30.2 perches to a stone; thence North 6 degrees East 18 perches to a stone; thence North 15 1/4 degrees East 35 perches; thence 20'/4 degrees East 29 perches; thence 341/4 degrees East 54.4 perches to a white oak tree on line of land, now or formerly of Frank Eberly; thence South 51/2 degrees East 66 perches to a post; thence South 17 degrees West 148 perches to Parcel #2 to a post; thence North 85 degrees West 77 perches to the place of BEGINNING. Containing 77 acres and 51 perches, more or less. Parcel #2: BEGINNING at a post at corner of land now or formerly of Frank Eberly; thence South 623/4 degrees East 12.2 perches to a post; thence continuing with said land, South 31 degrees East 15.4 perches to a post; thence with lands now or formerly of Bart Cramer, South 4 degrees West 63.6 perches to a stone; thence with lands now or formerly of Charles Hassler, South 38'/2 degrees East 47.5 perches to a post; thence with lands now or formerly of Walter Lutz, South 52'/2 degrees West 6 perches to a post; thence continuing with said lands North 81 degrees West 71 perches to a post; thence along the lands now Parcel #1 North 15 degrees East 105 perches to the place of BEGINNING. Containing 24 acres and 80 perches neat measure. TO BE SOLD AS THE PROPERTY OF MARTHA E. BOOZ, ON JUDGMENT ENTERED AT THE ABOVE NUMBER AND TERM. Seth T. Mosebey, Esquire Attorney I.D. No. 203046 MARTSON LAW OFFICES 10 East High Street Carlisle, PA 17013 (717) 243-3341 Attorneys for Plaintiff THE PROTHONOTARY 2514 AUG 25 PH 2: 28 - CUMBERLAND COUNTY PENNSYLVANIA MEMBERS 1ST FEDERAL CREDIT UNION, Plaintiff v. BOOZ MILK TRANSPORT, INC., and MARTHA E. BOOZ, Defendants : IN THE COURT OF COMMON PLEAS OF : CUMBERLAND COUNTY, PENNSYLVANIA : NO. 2013 - 5007 CIVIL TERM NOTICE OF SHERIFF'S SALE OF REAL PROPERTY PURSUANT TO PENNSYLVANIA RULE OF CIVIL PROCEDURE 3129.2 TAKE NOTICE that the Sheriff's Sale of Real Property will be held on December 3, 2014, by the Cumberland County Sheriff's Office, at the Cumberland County Courthouse, 1 Courthouse Square, Carlisle, Pennsylvania, at 10:00 a.m., prevailing local time. THE PROPERTY TO BE SOLD is delineated in detail in a legal description mainly consisting of a statement of the measured boundaries of the property, together with a brief mention of the buildings and any other major improvements erected on the land (SEE LEGAL DESCRIPTION ATTACHED HERETO). THE LOCATION of the property to be sold is 199 Booz Road, Shippensburg, Pennsylvania 17257. THE JUDGMENT under or pursuant to which the property is being sold is docketed to: No. 2013-5007, Cumberland County C.C.P., Pennsylvania. THE NAME OF THE OWNER OR REPUTED OWNER OF THE PROPERTY IS Martha E. Booz. A SCHEDULE OF DISTRIBUTION, being listed of the persons and/or government or corporate entities or agencies being entitled to receive part of the proceeds of the sale received and to be disbursed by the Sheriff (for example, to banks that hold mortgages and municipalities that are owed taxes) will be filed by the Sheriff within thirty (30) days after the sale, and distribution of the proceeds of the sale in accordance with this schedule will, in fact, be made unless someone objects by filing exceptions to it within ten (10) days of the date it is filed. Information about the Schedule of Distribution may be obtained from the Sheriff of Cumberland County, Cumberland County Courthouse, 1 Courthouse Square, Room 303, Carlisle, Pennsylvania 17013, (717) 240-6390. THIS PAPER IS A NOTICE OF THE TIME AND PLACE OF THE SALE OF YOUR PROPERTY OR PROPERTY RIGHTS. It has been issued either because there is a Judgment against you or because the sale of real property described herein may affect an interest you have in the real property. It may cause your property to be held, sold or taken to pay the Judgment. You may have legal rights to prevent your property from being taken. A lawyer can advise you more specifically of these rights. If you wish to exercise your rights, you must act promptly. YOU SHOULD TAKE THIS NOTICE AND THE WRIT OF EXECUTION TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL ADVICE. Cumberland County Bar Association 34 South Bedford Street Carlisle, PA 17013 (717) 249-3166 MARTSON LAW OFFICES By: Date: 8iL s-%) J. Seth T. Mosebey, Esqu I.D. 203046 10 East High Street Carlisle, PA 17013 (717) 243-3341 Attorneys for Plaintiff EXHIBIT "A" DOCKET NO. 2013 - 5007 Tax Parcel No. 11-09-0509-012 ALL the following two tracts of land, together with the improvements thereon contracted and erected, known as the "Biggs Farm", situate in Hopewell Township, Cumberland County, Pennsylvania, and ore particularly bounded and described as follows: Parcel #1: BEGINNING at a stone on line of land now or formerly of A. Greenland; thence North 16 degrees East 30.2 perches to a stone; thence North 6 degrees East 18 perches to a stone; thence North 15 1/4 degrees East 35 perches; thence 20'/4 degrees East 29 perches; thence 341/4 degrees East 54.4 perches to a white oak tree on line of land, now or formerly of Frank Eberly; thence South 5'/2 degrees East 66 perches to a post; thence South 17 degrees West 148 perches to Parcel #2 to a post; thence North 85 degrees West 77 perches to the place of BEGINNING. Containing 77 acres and 51 perches, more or less. Parcel #2: BEGINNING at a post at corner of land now or formerly of Frank Eberly; thence South 623/4 degrees East 12.2 perches to a post; thence continuing with said land, South 31 degrees East 15.4 perches to a post; thence with lands now or formerly of Bart Cramer, South 4 degrees West 63.6 perches to a stone; thence with lands now or formerly of Charles Hassler, South 381/2 degrees East 47.5 perches to a post; thence with lands now or formerly of Walter Lutz, South 52'/2 degrees West 6 perches to a post; thence continuing with said lands North 81 degrees West 71 perches to a post; thence along the lands now Parcel #1 North 15 degrees East 105 perches to the place of BEGINNING. Containing 24 acres and 80 perches neat measure. TO BE SOLD AS THE PROPERTY OF MARTHA E. BOOZ, ON JUDGMENT ENTERED AT THE ABOVE NUMBER AND TERM. Seth T. Mosebey, Esquire Attorney I.D. No. 203046 MARTSON LAW OFFICES 10 East High Street Carlisle, PA 17013 (717) 243-3341 Attorneys for Plaintiff F THE PR0 r' HQH3 TAR 2614 AUG 25 Phi 2:29 CUMBERLAND COUNTY PENNSYLVANIA MEMBERS 1ST FEDERAL CREDIT UNION, Plaintiff v. BOOZ MILK TRANSPORT, INC., and MARTHA E. BOOZ, Defendants : IN THE COURT OF COMMON PLEAS OF : CUMBERLAND COUNTY, PENNSYLVANIA : NO. 2013 - 5007 CIVIL TERM NOTICE UNDER RULE 2958.2 OF JUDGMENT AND EXECUTION THEREON Notice of Defendants' Rights TO: Martha E. Booz A judgment in the amount of $345,730.70 has been entered against you and in favor of the plaintiff without any prior notice or hearing based on a confession of judgment contained in a written agreement or other paper allegedly signed by you. The court has issued awrit of execution which directs the sheriff to levy upon and sell certain real property in which you may have an interest to pay the judgment. The sheriff's sale has been scheduled for December 3, 2014. You may have legal rights to defeat the judgment or to prevent or delay the sheriff's sale. I. YOU MUST FILE A PETITION SEEKING RELIEF FROM THE JUDGMENT AND PRESENT IT TO A JUDGE WITHIN THIRTY (30) DAYS AFTER THE DATE ON WHICH THIS NOTICE IS SERVED ON YOU OR YOU MAY LOSE YOUR RIGHTS. II. YOU MUST FILE A PETITION SEEKING RELIEF FROM THE JUDGMENT AND PRESENT IT TO A JUDGE WITHIN THIRTY (30) DAYS AFTER THE DATE ON WHICH THIS NOTICE IS SERVED ON YOU OR YOU MAY LOSE YOUR RIGHTS. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW. THIS OFFICE CAN PROVIDE YOU WITH INFORMATION ABOUT HIRING A LAWYER. IF YOU CANNOT AFFORD TO HIRE A LAWYER, THIS OFFICE MAY BE ABLE TO PROVIDE YOU WITH INFORMATION ABOUT AGENCIES THAT MAY OFFER LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE. Cumberland County Bar Association 34 South Bedford Street Carlisle, PA 17013 (717) 249-3166 MARTSON LAW OFFICES By Date: "8/LSI'y Jt Seth T. Mosebey, Esquire Attorney I.D. No. 2030 10 East High Street Carlisle, PA 17013 (717) 243-3341 Attorneys for Plaintiff EXHIBIT "A" DOCKET NO. 2013 - 5007 Tax Parcel No. 11-09-0509-012 ALL the following two tracts of land, together with the improvements thereon contracted and erected, known as the "Biggs Farm", situate in Hopewell Township, Cumberland County, Pennsylvania, and ore particularly bounded and described as follows: Parcel #1: BEGINNING at a stone on line of land now or formerly of A. Greenland; thence North 16 degrees East 30.2 perches to a stone; thence North 6 degrees East 18 perches to a stone; thence North 15 1/4 degrees East 35 perches; thence 201/4 degrees East 29 perches; thence 341/4 degrees East 54.4 perches to a white oak tree on line of land, now or formerly of Frank Eberly; thence South 51/2 degrees East 66 perches to a post; thence South 17 degrees West 148 perches to Parcel #2 to a post; thence North 85 degrees West 77 perches to the place of BEGINNING. Containing 77 acres and 51 perches, more or less. Parcel #2: BEGINNING at a post at corner of land now or formerly of Frank Eberly; thence South 623/4 degrees East 12.2 perches to a post; thence continuing with said land, South 31 degrees East 15.4 perches to a post; thence with lands now or formerly of Bart Cramer, South 4 degrees West 63.6 perches to a stone; thence with lands now or formerly of Charles Hassler, South 38'/2 degrees East 47.5 perches to a post; thence with lands now or formerly of Walter Lutz, South 52'/2 degrees West 6 perches to a post; thence continuing with said lands North 81 degrees West 71 perches to a post; thence along the lands now Parcel #1 North 15 degrees East 105 perches to the place of BEGINNING. Containing 24 acres and 80 perches neat measure. TO BE SOLD AS THE PROPERTY OF MARTHA E. BOOZ, ON JUDGMENT ENTERED AT THE ABOVE NUMBER AND TERM. Seth T. Mosebey, Esquire Attorney I.D. No. 203046 MARTSON LAW OFFICES 10 East High Street Carlisle, PA 17013 (717) 243-3341 Attorneys for Plaintiff PRO TH,ONO 2014 SEP 23 PM 12: 2q CUMBERLAND COUNTY PENNSYLVANIA MEMBERS 1 ST FEDERAL CREDIT UNION, Plaintiff v. BOOZ MILK TRANSPORT, INC., and MARTHA E. BOOZ, Defendants : IN THE COURT OF COMMON PLEAS OF : CUMBERLAND COUNTY, PENNSYLVANIA : NO. 2013 - 5007 CIVIL TERM AFFIDAVIT OF NOTIFICATION Seth T. Mosebey, Esquire, attorney for Plaintiff, first having been duly affirmed according to law, deposes and says that on or about the ilidjday of September, 2014, he notified all lien creditors and any other parties listed in the 3129.1 affidavit of the sheriffs sale in the above - captioned action. Notification was sent by regular mail. The 3817 certificates of mailing are attached hereto. Affirmed and subscribed to before me this COMMONWEALTH OF PENNSYLVANIA Notarial Seal Mary M. Price, Notary Public Carlisle 8oro, Cumberland County My Commission Explres Aug. 18, 2015 MEMBER, PENNSYLVANIA ASSOCIATION OF NOTARIES day of September, 2014. Seth T. Mosebey, Esqu r I.D. No. 203046 Ten East High Street Carlisle, PA 17013-3093 (717) 243-3341 Attorneys for Plaintiff ja, UNITED STATES Certificate POSTLAL SERVICES Mai This Certificate of Mailing provides evidence that mail has been presented to USPS® for n This form may bo used for domestic and international mal. From: MARTSON LAW OFFICES 10 East High Street Carlisle, PA 17013 To` Members 1st Federa 5000 Louise Drive Mechanicsburg, PA 17055 PS Form 3817, April 2007 PSN 7530-02-000-9065 f)1 yam. 0 ti FAFILES \Clients\ 11470 Members 1st \ 11470 Current \ 11470.155 Booz \11470.155.pra.serviee.wpd Seth T. Mosebey, Esquire Attorney I.D. No. 203046 MARTSON LAW OFFICES 10 East High Street Carlisle, PA 17013 (717) 243-3341 Attorneys for Plaintiff ILEO -OFFICE OF THE PROTHONOTARY 2014 OCT 14 PN 12: 05 CUMBERLAND COUNTY PENNSYLVANIA MEMBERS 1ST FEDERAL CREDIT UNION, Plaintiff V. BOOZ MILK TRANSPORT, INC., and MARTHA E. BOOZ, Defendants : IN THE COURT OF COMMON PLEAS OF : CUMBERLAND COUNTY, PENNSYLVANIA : NO. 2013 - 5007 PRAECIPE CIVIL TERM To the Prothonotary: Please make the attached Acceptances of Service part of the record in the above matter. MARTSON LAW OFFICES Date: /OM /PI By:. Seth T. Mosebey, Esquir I.D. No. 203046 Ten East High Street Carlisle, PA 17013-3093 (717) 243-3341 Attorneys for Plaintiff Seth T. Mosebey, Esquire Attorney I.D. No, 203046 MARTSON LAW OFFICES 10 East High Street Carlisle, PA 17013 (717) 243-3341 Attorneys for Plaintiff MEMBERS 1 ST FEDERAL CREDIT : IN THE COURT OF COMMON PLEAS OF UNION, : CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff V. : NO. 2013 - 5007 CIVIL TERM BOOZ MILK TRANSPORT, INC., and MARTHA E. 1300Z, Defendants ACCEPTANCE OF SERVICE A .49-11'st,ALI.Rit. (2n4 er crf AtiVie.^.442:1 I, Hamilton C. Davis, Esquire, —attorney for Defendant Martha E. Booz, in the above -captioned action, hereby accept service of the Writ of Execution, Affidavit Pursuant to Rule 3129.1, Notice of Sheriff's Sale, and Notice Under Rule 2958i2 of Judgment and Execution Thereon in the above action on A LA Lk t2- , 201412 her behalf and certify that I am authorized to do so. Date: #1°17A-57 2 -10 cl• H milton C. Davis, Esquire, agnt under Power of Attorney for Martha E. Booz N Intitso04 s)s F II.ES Clients 11470 Members 1st 11470 Current 11470 155 lino/ 11470 155 ns tt pd Seth T. Mosebey, Esquire Attorney I.D. No. 203046 MARTSON LAW OFFICES 10 East High Street Carlisle, PA 17013 (717) 243-3341 Attorneys for Plaintiff MEMBERS 1ST FEDERAL CREDIT : IN THE COURT OF COMMON PLEAS OF UNION, : CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff V. : NO. 2013 - 5007 CIVIL TERM BOOZ MILK TRANSPORT, INC., and MARTHA E. BOOZ, Defendants ACCEPTANCE OF SERVICE 4,14 -q -um LAN. te- v f re,vi Hamilton C. Davis, tsquire, aLt&riy for Defendant Martha E. Booz, in the above -captioned action, hereby accept service of the Writ of Execution, Affidavit Pursuant to Rule 3129.1, Notice of Sheriff's Sale, and Notice Under Rule 2958.2 of Judgment and Execution Thereon in the above action on authorized to do so. Date: , 2014, on leeir behalf and certify that I am Hamilton C. Davis, Esquire, Authorized Agent Ronny R Anderson Sheriff Jody S Smith Chief Deputy Richard W Stewart Solicitor SHERIFF'S OFFICE OF CUMBERLAND COUNTY 13 Fi 2:f` F1.ANL.% PENNSYLVANIA Members 1st Federal Credit Union vs. Booz Milk Transport, Inc. (et al.) Case Number 2013-5007 SHERIFF'S RETURN OF SERVICE 09/30/2014 01:18 PM - Deputy Dennis Fry, being duly sworn according to law, states service was performed by posting a true copy of the requested Real Estate Writ, Notice and Description, and Sale Handbill in the above titled action, upon the property located at 199 Booz Road, Shippensburg, PA 17257, Cumberland County. 09/30/2014 02:07 PM - Deputy Dennis Fry, being duly sworn according to law, served the requested Real Estate Writ, Notice and Description, in the above titled action, by making known its contents and at the same time personally handing a true copy to a person representing themselves to be Attorney, Hamilton Davis, who accepted as "Adult Person in Charge" for Booz Milk Transport, Inc. at 20 E Burd Street, Ste 6, Shippensburg, PA 17257. 12/03/2014 As directed by Seth Moseby, Attorney for the Plaintiff, Sheriffs Sale Continued to 1/7/2015 01/06/2015 Ronny R Anderson, Sheriff, being duly sworn according to law, states that this writ is returned "stayed", per letter of instruction from Attorney. SHERIFF COST: $1,125.93 SO ANSWERS, January 13, 2015 c•) ySu, e S,er,ff';.eleoscft, Inc. RONI4 R ANDERSON, SHERIFF THE COURT OF COMMON PLEAS CUMBERLAND COUNTY PA DAVID D. BUELL, PROTHONOTARY One Courthouse Square • Suite100 • Carlisle, PA • 17013 (717) 240-6195 www.ccpa.net Members 1st Federal Credit Union Vs. NO 2013-5007 Civil Term CIVIL ACTION — LAW Booz Milk Transport, Inc. and Martha E. Booz WRIT OF EXECUTION TO THE SHERIFF OF CUMBERLAND COUNTY: To satisfy the judgment, interest and costs in the above matter you are directed to levy upon and sell the following described property: (1) See legal description. (2) (Specifically describe personal property when judgment results from a mortgage cohering both personal and real property pursuant to Section 9604(a)of the Uniform Commercial Code) NOTE: Description of property must be attached to the writ. Amount Due: $345,730.70 L.L.: $.50 Interest accruing at $34.55 per day from July 24, 2013 Due Prothy: $2.25 Other Costs: Atty's Comm: Atty Paid: $74.50 Plaintiff Paid: Date: August -25, 2014 (Seal) REQUESTING PARTY: Name: Seth T. Mosebey, Esq. Martson Law Offices Address: Ten East High St. Carlisle, PA 17013-3093 Attorney for: Plaintiff Telephone: 717-243-3341 Supreme Court ID No. 203046 David D. Buell, Prothonotary Deputy TRUE COPY FROM RECORD In Testimony whereof, I here unto set my hand and the seal of said Courtat Carlisle, 2015- _ This 4.75 day of �rc '/ Prothonotary LXIII 42 CUMBERLAND LAW JOURNAL 10/17/14 Writ No. 2013-5007 Civil Term Members 1st Federal'Credit Union vs. • Booz Milk Transport, Inc. Martha Booz Atty.: Seth Moseby DOCKET NO. 2013 — 5007. Tax Parcel No. 11-09-0509-012. ALL the following two tracts of land, together with the improvements thereon contracted and erected, known as the "Biggs Farm", situate in Hopewell Township, Cumberland County, Pennsylvania, and ore par- ticularly bounded and described as follows: Parcel #1: BEGINNING at a stone on line of land now or formerly of A. Greenland; thence North 16 degrees East 30.2 perches to a stone; thence North 6 degrees East, 18 perches to a stone; thence North 15 II.. degrees East 35 perches; thence 2011.. degrees East 29 perches; thence 34 1/4 degrees East 54.4 perches to a white oak tree on line ofland, now or formerly of Frank Eberly; thence South 5Y, degrees East 66 perches to a post; thence South 17 degrees West 148 perches to Parcel #2 to a post; thence North 85 degrees West 77 perches to the place of BEGINNING'. Contain- ing 77 acres and 51 perches, more or less. Parcel #2: BEGINNING at a post at corner of land now or formerly of Frank Eberly; thence South 62 3/4 degrees East 12.2 perches to a post; thence continuing with said land, South 31 degrees East 15.4 perches to a post; thence with lands now or formerly of Bart Cramer, South 4 degrees West 63.6 perches to a stone; thence with lands now or formerly of Charles Hassler, South 38Y, degrees East 47.5 perches to a post; thence with "lands now or formerly of Walter Lutz, South 52 1/2 degrees West 6 27 perches to a post; thence continuing with said lands North 81 degrees West 71 perches to a post; thence along the lands now Parcel #1 North 15 degrees East 105 perches to the place of BEGINNING. Containing 24 acres and 80 perches neat measure. TO BE SOLD AS THE PROPERTY OF MARTHA E. BOOZ, ON JUDG- MENT ENTERED AT THE ABOVE NUMBER AND TERM. PROOF OF PUBLICATION OF NOTICE IN CUMBERLAND LAW JOURNAL (Under Act No. 587, approved May 16, 1929), P. L.1784 COMMONWEALTH OF PENNSYLVANIA : . ss. COUNTY OF CUMBERLAND : Lisa Marie Coyne, Esquire, Editor of the Cumberland Law Journal, of the County and State aforesaid, being duly sworn, according to law, deposes and says that the Cumberland Law Journal, a legal periodical published in the Borough of Carlisle in the County and State aforesaid, was established January 2, 1952, and designated by the local courts as the official legal periodical for the publication of all legal notices, and has, since January 2, 1952, been regularly issued weekly in the said County, and that the printed notice or publication attached hereto is exactly the same as was printed in the regular editions and issues of the said Cumberland Law Journal on the following dates, viz: October 17, October 24 and October 31, 2014 Affiant further deposes that he is authorized to verify this statement by the Cumberland Law Journal, a legal periodical of general circulation, and that he is not interested in the subject matter of the aforesaid notice or advertisement, and that all allegations in the foregoing statements as to time, place and character of publication are true. Lisa Marie Co , Editor SWORN TO AND SUBSCRIBED before me this 31 day of October, 2014 Notary COMMONWEALTH OF PENNSYLVANIA NOTARIAL SEAL DEBORAH A COLLINS Notary Public CARLISLE BORO., CUMBERLAND CNTY My Commission Expires Apr 28, 2018 i The Patriot -News Co. 2020 Technology Pkwy Suite 300 Mechanicsburg, PA 17050 Inquiries - 717-255-8213 CUMBERLAND CO. SHERIFFS OFFICE CUMBERLAND COUNTY COURT HOUSE CARLISLE PA 17013 he atriotNews Now you know THE PATRIOT NEWS THE SUNDAY PATRIOT NEWS Proof of Publication Under Act No. 587, Approved May 16, 1929 Commonwealth of Pennsylvania, County of Dauphin} ss Marianne Miller, being duly sworn according to law, deposes and says: That she is the Assistant Controller of The Patriot News Co., a corporation organized and existing under the laws of the Commonwealth of Pennsylvania, with its principal office and place of business at 2020 Technology Pkwy, Suite 300, in the Township of Hampden, County of Cumberland, State of Pennsylvania, owner and publisher of The Patriot -News and The Sunday Patriot -News newspapers of general circulation, printed and published at 1900 Patriot Drive, in the City, County and State aforesaid; that The Patriot -News and The Sunday Patriot -News were established March 4th, 1854, and September 18th, 1949, respectively, and all have been continuously published ever since; That the printed notice or publication which is securely attached hereto is exactly as printed and published in their regular daily and/or Sunday/ Community Weekly editions which appeared on the date(s) indicated below. That neither she nor said Company is interested in the subject matter of said printed notice or advertising, and that all of the allegations of this statement as to the time, place and character of publication are true; and That she has personal knowledge of the facts aforesaid and is duly authorized and empowered to verify this statement on behalf of The Patriot -News Co. aforesaid by virtue and pursuant to a resolution unanimously passed and adopted severally by the stockholders and board of directors of the said Company and subsequently duly recorded in the office for the Recording of Deeds in and for said County of Dauphin in Miscellaneous Book "M", Volume 14, Page 317. 2013-5007 Civil Ter embers 1st Fede I Credit Union vs. ,Booz Milk Transport, Inc. Martha Booz Atty: Seth Moseby DOCKET NO. 2013 - 5007 Tax Parcel No. 11-09-0509-012 ALL the following two tracts of land, together with the improvements thereon contracted and erected, known as the "Biggs Farm", situate in Hopewell Township, Cumberland County, Pennsylvania, and � ore particularly bounded and 1 described as follows: ' 1 ' Parcel #1: BEGINNING at a stone on line of land now or formerly of A. Greenland; thence North 16 degrees • 4==='5 East . 30.2 perches to a stone; thence North 6 degrees East This ad ran on the date(s) shown below: 10/19/14 10/26/14 11/02/14 Sworn to a ubscribed before me this 17 day of November, 2014 A.D. Notary Publi COMMONWEALTH OF PENNSYLVANIA NOTARIAL SEAL Sheryl Marie Loggore, Notary Public Hampden Twp., Cumberland County My Commission Expires July 16, 2018 MEMBER, PENNSYLVANIA ASSOCIATION OF NOTARIES