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HomeMy WebLinkAbout05-0053 PNC BANK, NATIONAL ASSOCIATION, Plaintiff v. : IN THE COURT OF COMMON PLEAS : CUMBERLAND COUNTY, PENNSYLVANIA : NO. 6K-S'?' C;u~L ~~ : CONFESSION OF JUDGMENT : CIVIL ACTION - LAW LANDIS, INC., Defendant CONFESSION OF JUDGMENT Pursuant to the authority contained in the warrant of attorney, the original or a copy of which is attached to the complaint filed in this action, I appear for the Defendant and confess judgment in favor of the Plaintiff and against Defendant as follows: Principal $106,693.25 Other authorized items: Interest to December 22, 2004 $ 1,244.76 $ 10,793.80 Attorney's Commission TOTAL $118,731.81 plus additional interest, prepayment fees and costs from the date of the Complaint. Respectfully submitted, SAlOIS, SHUFF, FLOWER & LINDSAY Date: December 28, 2004 By: /?z . / ,/ /; /~/ G rey ~ '. ff, Esquire Su re eTourt ID #24848 2109 Market Street Camp Hill, PA 17011 (717) 737-3405 Attorney for Plaintiff C- ~ ....., = = W" "- ~ ~..,'" ~ ~ :r-n rn- Hi ~9 c~o =-l-==r{ ~~ :::::! ~ I +" D' 5: (J1 PNC BANK, NATIONAL ASSOCIATION, Plaintiff : IN THE COURT OF COMMON PLEAS : CUMBERLAND COUNTY, PENNSYLVANIA v. : NO. 65 - n Ct~~L ~~ LANDIS, INC., Defendant : CONFESSION OF JUDGMENT : CIVIL ACTION - LAW COMPLAINT FOR CONFESSION OF JUDGMENT UNDER RULE 2951 I. The name and address of the Plaintiff is PNC Bank, National Association, 4242 Carlisle Pike, Camp Hill, Pennsylvania 17011. 2. The name and last known address of the Defendant is Landis, Inc. ("Defendant"), Woodcraft Drive, P.O. Box 186, Mount Holly Springs, Pennsylvania 17065. 3. Defendant executed and delivered to Plaintiff a Promissory Note in the original principal amount of One Hundred Twenty Thousand and 001100 Dollars ($120,000.00) ("Note"), a true and correct photostatic reproduction of the original of which is attached hereto as Exhibit "A" and made a part hereof. 4. Defendant executed and delivered to Plaintiff a Forbearance Agreement dated September 25, 2003 (the "Forbearance Agreement") in connection with the Note. A copy of the Forbearance Agreement is attached hereto as Exhibit "B" and made a part hereof. 5. Defendant executed and delivered to Plaintiff a Modification and Amendment of Forbearance Agreement dated May 4, 2004 (the "Modification and Amendment of Forbearance Agreement") in connection with the Note. A copy of the Modification and Amendment of Forbearance Agreement is attached hereto as Exhibit "c" and made a part hereof. 6. Defendant is in default of Defendant's obligations to make payment to Plaintiff as required in the Note, the Forbearance Agreement and the Modification and Amendment of Forbearance Agreement and Plaintiff has demanded payment in full of all outstanding amounts as provided in the Note, the Forbearance Agreement and the Modification and Amendment of Forbearance Agreement. A copy of Plaintiffs demand is attached hereto as Exhibit "D" and made a part hereof. 7. Defendant executed and delivered to Plaintiff a Disclosure for Confession of Judgment ("Disclosure for Confession"), a true and correct photostatic reproduction of the original of which is attached hereto as Exhibit "E" and made a part hereof. 8. Judgment is not being entered by confession against a natural person in connection with a consumer credit transaction. 9. There has not been any assignment of the Note, the Forbearance Agreement nor the Modification and Amendment of Forbearance Agreement. 10. Judgment has not been entered on the Note, the Forbearance Agreement nor the Modification and Amendment of Forbearance Agreement in any jurisdiction. 11. The amount due to Plaintiff as a result of Defendant's default is as follows: a. Principal $106,693.25 b. Interest to December 22, 2004 $ 1,244.76 c. Attorney's Commission $ 10.793.80 TOTAL $118,731.81 12. Interest continues to accrue at the rate of 20%. WHEREFORE, Plaintiff, PNC Bank, National Association, demands judgment against Landis, Inc., Defendant, in the amount of One Hundred Eighteen Thousand Seven Hundred Thirty- One and 81/100 Dollars ($118,731.81), plus interest at the rate of 20%, through the date of payment, including on and after the date of entry of judgment on this Complaint, prepayment fees and costs. Respectfully submitted, SAIDIS, SHUFF, FLOWER & LINDSAY / Date: December 28, 2004 By: I G fee . Sh~, Esquire Sup e Cott ID #24848 2109 Market Street Camp Hill, PA 17011 (717) 737-3405 Attorney for Plaintiff ~1T::~Cn v '; .~~ =->" ......:""'1 r>. !\ 11 ~.. :.......; ~ i \' ,Ii 'J :,)V '..:t.l r~C~if' ; ~~. 'i t t - . a':"! U 'J!i~ISSORY NOTE ~-c' C; L/~/ 3",1. ':I (;, :,,;// '-17 '-/6b "'Dtin"'p~lim riM iWg-gl\!'!iQ~!~ir iMib1l\tgt!.!Ytir !Jill!:!'! irrrO:4426#1599i ill4F26*2009i ,ferences in the shaded area are for Lender's use onl "'r'd~.. :;'.' 720 f9 Borrower: LANDIS, INC. (TIN: 23-2443798) WOODCRAFT DRIVE MOUNT HOLLY SPRINGS, PA 171165 Lender: PNC BANK, NATIONAL ASSOCIATION 4242 CARl..ISLE PIKE CAMP HILL, PA 17001-8874 "..,....~'..." -Principal Amount: $120,000.00 Interest Rate: 7.900% .. Date of Note: April 26,1999 PROMISE TO PAY. LANDIS, INC. ("Borrower") promises to pay to PNC BANK, NATIONAL ASSOCIATION ("Lender"), or order, In lawlul money 01 the United Slates 01 Amerfca, the prfnclpal amount 01 One Hundred Twenty Thousand &. 00/100 Dollars ($'20,000.00), together with Interest at the rate 017.900% per annum on the unpaid prfnclpal Dalancetrom AprfJ'26,'1999, untllpald'ln.lullr; .... . ;" :; PAYMENT. Borrower will pay this loan In 119 regular payments ot $',005.02 each and..one lrieguta,."lasl.payment estimated at $&3,782.34. Borrower's ftrst payment Is due May 26, 1999, and all subsequent paymentS- are due oiHhe same'dsY,"OI each month aller thaI. Borrower's final payment due Aprfl 26, 2009, will be lor all prfnclpal and all accrued Inteces! nol yet palil. ",ayments fnclude principal and Interest. Tne annual interest rate for this Note is computed on a 365/360 basis; that is, by applying theratia' of th.e ~nnual. )~h~rest rate over a year of 3SO days, multiplied by the outstanding principal balance, multiplied by the actual number 01 days the principal balance is outstanding. Borrower will pay lender atlende(s address shown above or at such other place as Lender may designate in writing. Unless otherwise'agreed or required by applicable law, payments will be applied first 10 accrued unpaid interest, then to principal, and any remaining amcunt to ~ny unp.aid collection costs and late charges. PREPAYMENT PENALTY. Upon prepayment 01 thiS Note, Lender Is entitled to the following prepayment penalty: On any business day, upon payment ot all accrued unpaid Interest on this Note, and upon ftve (5) buslness day's prfor written notice to Lender, the Borrower may prepay all or part 01 the outstanding prfncipaJ 01 this Note: provided, however, that the Borrower also agrees to pay Lender as compensation lor the cost 01 advancing fiXed rate Iunds, an amount equal 10 the Cost of Prepayment. "Cost 01 Prepayment" means an amount equal to the pcesent value, II positive, ot the product 01 tal the dlnerence between p) the yield, on the dale 01 this Note, 01 a U. S. Treasury obligation with a maturfty similar 10 tht. Note minus (II) the yield on the prepayment date, 01 I U. S. Treasury obllgallon with a maturfty slmllar to the remaining mlturfty 01 thiS Note and (blthe principal amounl 10 be prepaid, and (c) the number 01 years, Including Iractlonal years, trom the prepayment date to the maturfty date 01 this Note. The yield on any U. S. Treasury obllgallon shall be detennlned by relerence to Federal Reserve Slatlstlcal Release H.15(519) "~Iecled Interest Rales". For purposes or making present value calculltlons, the yield to malurfty 01 I similar maturfty U. S. Treasury obligation on the prepayment date shall be deemed the discount rate. The Cost 01 Prepayment shall also apply to any payments made Iller acceleration 01 the maturity 01 this Note. Except lor the loregoing, Borrower may pay all Of a porton 01 the amount owed earlier than" is due. Early, payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrowe(s obligation to continue to make payments under the payment'-schedule; F.lather,.1hey will reduce the principal balance due and may result in Borrower making fewer payments. ..___. ,._ LATE CHARGE. If a payment is 15 days or more lIte, Borrower will be charged 5.000% 01 the unp81d portion 01 the regularly scheduled payment or $100.00, whichever ls less. DEFAl.I..T. Borrower will be in default II any 01 the following happens: (a) BOrTower fails to'lnake'8ny paymeniwhen due. (b) Borrower breaks any promise Borrower has made to Lender, or Borrower fails to comply with or to'pertorm wli~ln 'due 'any other,term, obligation, covenant, or condition contained in this Note or any agreement related to this Note, or In any other agreement or loo"n'BorroWer has with,Lender. (c) Borrower defaults under any loan. extension of credit, security agreement, purchase Of saies agreement, "' any other.. agreement, 10. fa\ior 01 any other creditor or person thai may materially aHect any of Borrower's property or Borrowe(s ability to repay this liote or p~ormJ Borrower'~ obHgations under this Note or any of the Related Documents. (d) Any rapresenlation Of slatement made or furnished to Lender by Bocr.owe' or on Boriowef;s behalf is talse or misleading in any material respect either now or at the time made or furnished. (8) Borrower becomes InsoJ,<ent, 8 rec~jver ,Is .~ppojnted for any part of Borrower's property. Borrower makes an assignment for the benefit of creditors. or any proceeding Is commence~ either by .Borrower or 8Qainst Borrower under any bankruptcy or insolvency laws. (~Any creditor tries to take any of Borrowe(s property on or .In whiCh Lender has a lien or security interest. Tnis includes a garnishment of any 01 Borrower's accounts wllh Lender. (g) Any guarantor dies or any of the other events described in this delault section occurs with respect to any guarantor of this Note. (h) A material adverse change occurs In Borrower"s finandal condition, or Lender believes the prospect of payment or performance 01 the Indebtedness Is Impaired. LEN06l'S RIGHTS. Upon default, Lender may, after giving such notices as required by applicable law, deciare ihe entire unpaid principal balance on this Not. and all accrued unpaid interest immediately due, and then Borrower will pay that amount. Upon default. including failure to pay upon final maturity. Lender, at its option, may also, if permitted under applicable law, increase the interest rale on this Note 5.000 percentage points. The Interest rate will not exceed the maximum rate pennitted by applicable law. Lender may hire or pay someone else to help collect this Nole jf Borrower does not pay. Borrower also will pay Lender that amount. This includes. subject \0 any limits under applicable law. Lende(s attorneys' lees and Lender's legal expenses whether or not there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services, If not prohibited by appl\cable law, Borrower also will pay any court costs, In addition to all other sums provided by law. If judgment is entered in connection with this Nole, interest will continue to accrue on this Note atter judgment st the existing interest rate provided for in this Note. ThiS Note has been delivered to Lender and accepted by lender In the Commonweallh 01 Pennsylvania. II there IS I lawsuit, Borrower Igrees upon Lender''-request to submit to the Jurfsdlctlon 01 the courts 01 CUMBERLAND County, the Commonwealth 01 Pennsylvania. Lender and Borrower her~by waive the right to any jury trfal In any action, proceeding, or counterclaim broughl by ellher Lender or Borrower against the other. This Ii,ote shall be governed by and construed In accordance with the laws 01 the Commonwealth 01 Pennsylvania. ">: . . " RIGHT OF SETOFF. Borrower grants to Lender a contractual security Interest In, and hereby assigns. conveys, delivers, pledges, and transfers to L~nder aU ~orrower's right, title and Interest In and to, Borrower's accounts with Lender (w~n~", G,hecking.. savings,.:or some other account), Including Without dmllation all accounts held Jointly with someone else and all accounts Borrower may,cpen In the tulure,excluding however all IRA and Keogh accounts, and all !rust accounts for which the grant 01 a security Interest would be prohibited by law. B.orrower authorizes Lender, 10 the extent permitted by applicable law. to charge Of seloff all sums owing on this Note against any andiiltsuch aCcounts'. - ,; ,~, . . ...,. "~,". ,1. : -;~~l~; COLLATERAL. This Note Is secured by a Mortgage dated April 26, 1999..,to lender' qrueaJ property located in CUMBERLAND County, Commonwealth of Pennsylvania, alllheterms and conditions of which are here~'y incorporatl\d an.d made.~parl,.olthis Note. YEAR 2000 COMPLIANCE. Borrower has reviewed the areas within Its b";lness and operations wh.lch.couid be ave"",ly aHected by, and has developed or Is developing a program to address 01'1 a timely basis 'he risk that certatn"computer"applicatioris'usad by Borrower may be unable 10 recognl:za and perform properly date-senslttve functions Involving dates prior to and atter Oecember'31:; 1999 (the '"Year 2000 Problemj. The Year 2000 Problem will not result, and is not reasonably expected 10) result, in any matertal adverse effeCt on the 'business, properties. assets, ftnancial E/j}~/ 1J' . \14-26-1999 Loan No '.T:";" .' '.~~'I.. _' .~. ~'l~ ;;;:~:~~ PROMISSORY NOTE ",' : ' (Continued) Page 2 >1";'-:=: _'. ;" "~,' .' .:~ '", ;., ,'. . ";.',,r.:- .~,;:.t. condition, results of operations or prospOCtS 01 Borrower, 0< the ability of Borrower to duly and punctually payor perform its obligations hereunder and ,I!l'der Ih8 Related Documents. GEM,ERA!. PROVISIONS. Lender may delay 0< fOfllO enforcing any of its rights 0< remedies under Ihis Note without losing Ihem. Borrower and any other person who signs, guarant... 0< endOlS8S Ihis Note, to Ihe extent allowed by law, waive presentmenl. demand for payment, protest and notice at dishonor. Upon any change tn the terms of this Note, and unless olherwise expressly stated in writing, no party who signs this Note, whether IS maker, guarantor. accommodation maker 0< endon;ec, shall be released from Uabuity. All such parties agr.. thai Lender may renew 0< extend (repeatedly and for any length of time) this loan. Qr release any party or guarantor or collateral; or impajr, fail to realize upon or perfect Lender's security interest in the collateral; and lake any other action deemed necessary by Lender without the consent 01 or notice to anyone. All such parties aiso agree that Lender may modily this loan without the consent of or notice to anyone other than the party wnh whom the modification is made. It any portion of this Note is to< any 11!8S0n determined to be unenfori:eable, it will not affect the enforceability of any other provisions of this Note. CONFESSION OF JUDGMENT. BORROWER HEREBY IRREVOCABLY AlJTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF Am COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ArolY TIME FOR BORROWER AFTER A DEFAULT UNDER THIS NOiC"AND WITH OR WlTHOiJT COMPLAINT FILED, AS OF Am iCRM, CONFESS OR ENTER JUDGMENT AGAINST BORROWER FOR THE ENTIRE PRINCIPAL BALANCE OF THIS NOTE, ALL ACCRUED INTEREST. LATE CHARGES, AND ArolY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO Am COLLAiCRAL SECURING THIS NOTE TOGETHER WITH INTEREST ON SUCH AMOUNTS, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10%) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COlleCTION, BiJT IN Am EVENT NOT LESS THAN FIVE HUNDRED DOLLARS ($500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXEClJT10NS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS NOTE OR A COPY OF THIS NOTE VERIFIED BY AFFIDAVIT SHAll BE SUFFICIENT WARRANT. THE AlJTHORITY GRANTED IN THIS NOTE TO CONFESS JUDGMEt-IT AGAINST BORROWER SHALL NOT BE EXHAUSTED 'BY ArolY EXERCISE OF THAT AlJTHORITY. BlIT SHAll CONTINUE FROM TIME TO TIME AND AT ALl TIMES UNTlL PAYMENT fN'FIJlL OF ALl AMOUNTS DUE UNDER THIS NOTE. BORROWER HEREBY WAIVES Am RIGHT BORROWER MAY HAVE TO NOTICE OR TO.' A HEARING IN CONNECTION WITH ArolY SUCH CONFESSION OF JUDGMENT, EXCEPT Am NOTICE AND/OR HEARING REQUIRED UNDER'APPLICABkE LAW'WITH RESPECT TO EXEClmON OF THE JUDGMENT. AND STATES THAT EITHER A REPRESENTATIVE OF LENDER'SPECIFICAllY CAU.ED THIS CONFESSION OF JUDGMENT PROVISION TO BORROWER'S ATTENTlON OR BORROWER HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSa. . . . ,.'~' ,,;:.,-'::'~ PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALl THE PROVISIONS OF THIS NOTE. BORROWER AGREES TO THE TERMS OF THE NOTE ANI) ACKNO~.G!,~:RECEIPT OF A COMPLETED COPY OF THE NOTE. THIS NOTE HAS B AND SEALED BY THE UNDERSIGNED. ~l~J~~~~Bi~*~~~~~~ff~~j~M?i~;,~*Wq~t~;'~~~;~i~~ffi~~~~.R~~if~~11~.~~) UANO, PRESIDENT ......,.... By: JOSEPH V. APUAND, SECRETARYITREASURER l.ASER PAO, Reg. U,S. Pat. & T.M. Of I" Ver. 3.260 (C) 1999 CFl oServlCes, Inc. AU rlght3 rese""ed. fPA-D20 LANCIS3,LN C29.0VL] ..... . ,.A ".;' .. \"'. .) ;, - .~., '. ';'"','.'. -r:.' . '~p r ,.~ ,. :'L" ",I~:~~~!r,(t lt~ '.., l'l'.~~" 'or' . .f) ... .!. ~.. "':'0 :" l;:.~' ,~ FORBEARANCE AGREEMENT TillS AGREEMENT is made as of September 25, 2003, by and among LANDIS, INe. (the "Company") and STEVEN J. CAPUANO and KIMBERLY L. CAPUANO (jointly and severally, the "Capuanos"), and PNC BANK, NATIONAL ASSOCIATION ("Bank"), with the acknowledgment and consent of JOSEPH V. CAPUANO and NANCY P. CAPUANO. Recitals R-l. The Company and the Capuanos are referred to in this Agreement jointly and severally as the "Obligors". The Obligors have executed and delivered to the Bank (or a predecessor which is now known by the Bank's name as set forth above), one or more promissory notes, letter agreements, loan agreements, security agreements, mortgages, pledge agreements, collateral assignments, guaranty agreements, and other agreements, instruments, certificates and documents, some or all of which are more fully described on attached Exhibit "A", which is made a part of this Agreement (collectively, as amended, supplemented and/or restated from time to time, and whether or not specifically described in Exhibit "A", the "Loan Documents"), which evidence or secure some or all of the Obligors' obligations to the Bank for one or more loans or other extensions of credit, or other direct or indirect indebtedness to the Bank, including specifically without limiting the general nature and effect of this provision the loans and line of credit described in Section 1 of this Agreement and in Exhibit "A" to this Agreement (collectively, the "Obligations"), the collateral and security for which (collectively, the "Collateral") is more particularly described in the Loan Documents. R-2. The Obligors are in default of their obligations under the Loan Documents for failure to comply with certain material covenants and agreements contained therein. 1 E 'f-I], bl J l</J" R-3. The Obligors have requested Bank to forbear from exercising its rights and remedies against the Obligors and the Collateral and their respective other property, and to provide the Obligors with additional time to pay the Obligations while the Obligors continue to make regular, scheduled payments of the Obligations. R-4. Bank has agreed to the Obligors' requests, subject to the provisions of this Agreement. Aneement NOW THEREFORE, in consideration of the foregoing Recitals, which are an integral part of this Agreement, and of the agreements hereinafter set forth, and intending to be legally bound, the Obligors and Bank agree as follows: 1.a. The principal amount outstanding under the Line of Credit (as defined in Exhibit "A") as of the date hereof is $579,930.83. The availability of advances under the Line of Credit has been, and is hereby, terminated, and the Company shall not be entitled to receive, and the Bank shall not be obligated to make, any additional advances under the Line of Credit. The interest rate payable on the principal amount outstanding at any time under the Line of Credit shall be a rate of interest per annum at all times equal to six percent (6%) over the Index (as defined in the Promissory Note for the Line of Credit). The Company shall make monthly payments of principal and interest on the Line of Credit in the amount of $5,578.89 on the date of each month as provided in the Promissory Note for the Line of Credit. 2 b. The principal amount outstanding under the $306,500 Loan (as defined in Exhibit "A") as of the date hereof is $1,462.71. The Company shall make payment in full of the $306,500 Loan on October 4,2003. c. The principal amount outstanding under the $120,000 Loan (as defined in Exhibit "A") as of the date hereof is $107,427.75. The interest rate payable on the principal amount of the $120,000 Loan outstanding at any time shall be thirteen percent (13%) per annum. The Company shall make monthly payments of principal and interest on the $120,000 Loan in the amount of $1,246.82 on the date of each month as provided in the Promissory Note for the $120,000 Loan. d. The principal amount outstanding under the $88,000 Loan (as defined in Exhibit "A") as of the date hereof is $13,918.45. The interest rate payable on the principal amount of the $88,000 Loan outstanidng at any time shall be thirteen percent (13%) per annum. The Company shall make monthly payments of principal and interest on the $88,000 Loan in the amount of $1,785.41 on the date of each month as provided in the Promissory Note for the $88,000 Loan. e. The principal amount outstanding under the Capuano Loan (as defined in Exhibit "A") as of the date hereof is $112,898.21. The interest rate payable on the principal amount of the Capuano Loan outstanding at any time shall be fourteen percent (14%) per annum. The Capuanos shall make monthly payments of principal and interest on the Capuano Loan in the amount of $1,393.66 on the date of each month as provided in the Promissory Note for the Capuano Loan. f. On April 1, 2004, the entire outstanding amount of the Obligations, including all of the outstanding principal, all of the accrued and unpaid interest, all of the 3 prepayment charges that are payable under the Promissory Notes for the $88,000 Loan, the $120,000 Loan and the Capuano Loan as a result of prepayment of the principal amount outstanding thereunder prior to the maturity dates of such Loans as provided in such Promissory Notes, and any and all other sums due or payable under or in connection with the Obligations and/or the Loan Documents, shall be due and payable in full, without notice or demand, or setoff, counterclaim or deduction of any nature. 2. Simultaneously with execution of this Agreement, the Obligors shall (a) pay to Bank a non-refundable forbearance fee of $4,350.00, which the Obligors acknowledge and agree has been fully earned by Bank, (b) reimburse the Bank for $190.00 paid by the Bank for lien searches with respect to the Company's and Capuanos' real and personal property, and (c) payor reimburse Bank for the fees and costs of the Bank's attorneys incurred or paid by Bank as a result of the Obligors' defaults of their obligations to Bank, including without limitation for the preparation, negotiation and implementation of this Agreement. 3. The Obligors shall cooperate with the Bank in obtaining any appraisals or environmental assessments or investigations, including without limitation providing access to the Collateral by the Bank and its employees, agents and representatives and providing interviews with the Bank and its employees, agents and representatives, and shall: a. Immediately upon demand therefor, payor reimburse the Bank for the appraisals that will be obtained by Bank with respect to the Collateral; b. Immediately upon demand therefor, payor reimburse the Bank for any environmental assessments or investigations obtained by the Bank with respect to any of the Collateral. 4 4. Simultaneously with execution of this Agreement, as additional collateral and security for the Obligations (which shall also be included in the definition of "Collateral" as provided in this Agreement), the Obligors shall deliver to the Bank all titles to all of the Company's vehicles that were not encumbered by other creditors as of August 22, 2003, and such completed and signed documentation as may be necessary or incidental for the Bank's encumbrance to be noted on all such vehicle titles. 5. Simultaneously with execution of this Agreement, as additional collateral and security for the Obligations (which shall also be included in the definition of "Collateral" as provided in this Agreement) the Capuanos shall execute and deliver to the Bank, in recordable form, the Bank's form(s) of mortgages to be recorded as liens against the real property occupied by the Company and identified as the tax parcel nos. 40-31-2187-052, 40-31-2187-053 and 40-31- 2187-053A, Woodcraft Drive, Mt. Holly Springs, and against the Capuanos' residence known as 1229 Blossom Terrance, in Monroe Township, Cumberland County (tax parcel no. 22-12-0348- 182). 6. The Company shall close its deposit account currently maintained with the Bank by October 31, 2003. If the Company does not close its deposit account by that time, the Bank shall have the right to close the account without notice to the Company. 7. If the Capuanos do not close any such deposit account, the Bank shall have the right to close any such deposit account without notice to the Capuanos or either of them. The Caupanos shall immediately close any deposit account currently maintained with the Bank by either or both of them. In addition, the Capuanos hereby authorize the Bank to, and the Bank shall have the right to and shall, terminate and close the unsecured consumer line of credit made available by the Bank to the Capuanos or either of them. 5 8. Bank agrees, without waiving any existing default of the Obligors or any declaration of any existing default of the Obligors, or any demand for payment of all or any part of the Obligors' indebtedness to Bank, or any acceleration of the Obligors' indebtedness to Bank, or any of Bank's rights or remedies against the Obligors or the Collateral or the Obligors' respective other property, to forbear from proceeding against the Obligors and the Collateral and the Obligors' respective other property until the occurrence of a default of any of the Obligors' obligations to Bank under this Agreement, on or after the date of this Agreement. However, notwithstanding the preceding sentence, the Company's failure to comply with the Tangible Net Worth covenant and the Debt Service Coverage Ratio covenant contained in any of the Loan Documents shall not constitute default under this Agreement. 9.a The Obligors hereby reaffmn, affrrrn, ratify and confirm the Obligors' absolute and unconditional liability to make all payments and to observe and perform all of the duties, obligations and other agreements of the Obligors under or in connection with the Obligations and the Loan Documents, subject only to any express modification contained in this Agreement. Except as expressly set forth herein, nothing contained in this Agreement releases, limits, or otherwise affects in any way or at any time the liability of any of the Obligors for or with respect to any of the Obligors' obligations and agreements under or in connection with the Obligations or the Loan Documents. 'This Agreement does not evidence or represent in any way new indebtedness or satisfaction of any of the Obligations. All provisions of the Loan Documents remain in full force and effect, enforceable by the Bank in accordance with the provisions of each of them, except as expressly modified hereby, including without limitation any provisions for confession of judgment, waiver of the right to trial 6 by jury or venue or forum selection contained in any of the Loan Documents. Nothing contained in this Agreement waives or should be construed as a waiver of any of the Bank's rights and remedies under the Loan Documents, or at law or in equity. b. The Obligors hereby acknowledge, agree and mum that (i) the Obligors are absolutely and unconditionally liable to the Bank under any guaranty agreement executed in favor of the Bank by any of the Obligors (each, a "Guaranty"), which Guaranty is a guarantee ofpayrnent, and not merely collectibility, of the Obligations under the Loan Documents, (ii) the Obligors' liability to the Bank under any such Guaranty and with respect to the Obligations and the Loan Documents is primary and direct, and (iii) the Obligors have no defenses, setoffs or other claims with respect to the Obligations or the Loan Documents or any such Guaranty. c. All of the provisions of the Loan Documents, as modified hereby, are incorporated herein by reference and made a part hereof as if set forth in full herein, and all of the provisions of this Agreement are incorporated into the Loan Documents and made a part thereof as if set forth in full therein. The provisions of this Agreement are and will be deemed to be supplemental to, and not in derogation of, the provisions of the Loan Documents, whenever possible. However, if there is any conflict or inconsistency between or among the provisions of the Loan Documents, and this Agreement, the provision(s) determined by Bank in its sole discretion to be applicable will govern and control the resolution of any such conflict or inconsistency, and the Obligors agree to be bound by Bank's determination. 7 10. Bank's agreements contained herein are conditioned upon and subject to the following representations, warranties, covenants and agreements of the Obligors: a. None of the Collateral has been or will at any time be used in any manner so as to cause any contamination of the environment or any environmentally threatening condition in violation of, or which may require remediation under, any applicable law, regulation, rule, ordinance, requirement, restriction, covenant, order or decree. b. None of the Collateral has been or will at any time be used in violation of any law, regulation, ordinance, requirement, restriction, covenant, order or decree which may result in forfeiture of any of the Collateral. c. The Company is not entitled to and shall not make, and none of the Obligors are entitled to or shall receive, any payment of any debt or obligation owed by the Company to any of the Obligors, except payments of rent for the Company's occupancy of the business premises. The Company shall not make any payment of any Subordinated Debt as defined and otherwise provided in the Subordination Agreement dated July 6, 2001, among Joseph V. Capuano, the Company and the Bank. The Company shall not pay any dividend or make any other distribution on the Company's stock except in compliance with the Loan Documents. d. The Obligors shall furnish or cause to be furnished to the Bank, not later than forty- five (45) days after the end of each of the Company's fiscal quarters, fmancial statements for each such quarter, including detailed schedules of accounts receivable aging and accounts payable aging, all in form and content satisfactory to the Bank. In addition, the Obligors will furnish or cause to be furnished to the Bank such information and statements, lists of assets and liabilities, inventory schedules, 8 budgets, forecasts, tax returns, and other reports with respect to the Company and the Company's business operations, and with respect to the Capuanos' financial condition, as Bank may request from time to time. e. In addition to all liens upon and rights of setoff against the money, securities or other property of any of the Obligors given to the Bank by law, the Bank shall have, with respect to the Obligors' obligations to the Bank under the Loan Documents and this Agreement and to the extent permitted by law, a contractual possessory security interest in and a contractual right of setoff against, and the Obligors' hereby assign, convey, deliver, pledge and transfer to the Bank all of the Obligors' right, title and interest in and to, all deposits, moneys, securities and other property of any of the Obligors now or hereafter in the possession of or on deposit with, or in transit to, the Bank whether held in a general or special account or deposit, whether held jointly with someone else, or whether held for safekeeping or otherwise, excluding, however, all IRA, Keogh, and trust accounts to the extent excluded by law. Every such security interest and right of setoff may be exercised without demand upon or notice to such of the Obligors. Every such right of setoff shall be deemed to have been exercised hereunder without any action of the Bank, although the Bank may enter such setoff on its books and records at a later time. II. The occurrence of anyone or more of the following IS a default under this Agreement: a. The Obligors' failure to make any payment required under the provisions of any of the Loan Documents or this Agreement on or before the due date, on or after the date of this Agreement; 9 b. The Obligors' failure to observe or perform each and every one of the provisions on the Obligors' part to be observed or performed under this Agreement, or under any of the Loan Documents (except with respect to compliance with the financial covenants as provided in Section 8), on or after the date of this Agreement; c. If any representation, warranty, or financial statement or presentation of any of the Obligors at any time made to Bank in connection with the Obligations is determined by Bank to be materially incorrect or misIearling, including without limitation any financial statements provided by any of the Obligors to Bank in accordance with the Loan Documents or this Agreement. 12. Upon the occurrence of any default, Bank may immediately and without notice or demand (a) at its option, increase each interest rate payable on the Obligations as provided in this Agreement by five percent (5%), and (b) exercise or proceed to erUorce any or all of the rights or remedies available to Bank at law or in equity or under this Agreement, the Loan Documents, or some, any or all of them. Bank may exercise or proceed to enforce Bank's rights and remedies independently or cumulatively, concurrently or successively, against the Obligors, or the Collateral, or any other property of the Obligors, in connection with all of the Obligations, at any time or times and in any order as Bank may elect Failure of Bank to exercise any right or remedy as provided herein at any time will not constitute a waiver of any such remedy or preclude the Bank from the subsequent exercise of any such remedy. 13. The Obligors each agrees that a default under any of the Loan Documents, this Agreement, or under any other agreement or document evidencing or securing any other indebtedness or obligation of any of the Obligors to Bank, on or after the date of this Agreement, is a default under all of the Loan Documents, this Agreement and all such other agreements and 10 documents. The Obligors each agrees that all of the Collateral is intended to be and is collateral and security for the entire amount of the Obligations, whether or not any particular Collateral is specifically identified as Collateral for any particular Obligations in the Loan Documents, and that all of the Collateral is intended to and will continue as collateral and security for the entire amount of the Obligations until all of the Obligations are paid in full, notwithstanding payment in full of the $88,000 Loan, the $306,500 Loan, the $120,000 Loan, the Line of Credit and/or the Capuano Loan before payment in full of all of the Obligations, and the Obligors hereby confirm and reaffirm the Bank's security interest, and hereby grant to the Bank a security interest, in and to all of the Collateral. The Obligors agree that all of the provisions of all of the Loan Documents, as modified by this Agreement, will remain in full and force and effect and be and remain applicable to all of the outstanding Obligations until all of the Obligations are paid in full, notwithstanding payment in full of the $88,000 Loan, the $306,500 Loan, the $120,000 Loan, the Line of Credit and/or the Capuano Loan before payment in full of all of the Obligations. 14. The Obligors, for themselves and any person or entity claiming by, through, from or under any of them, including without limitation their respective heirs, personal representatives, predecessors, successors and assigns, and their respective parent corporations, subsidiaries and affiliates, and the stockholders, directors, officers, employees, agents and attorneys of any of them, hereby release and agree to indemnify, defend and hold harmless Bank, its predecessors, successors and assigns, and its and their respective parent corporations, subsidiaries and affiliates, and the stockholders, directors, officers, employees, agents and attorneys of any of them (collectively, the "Indemnified Parties") harmless for, against and from any and all liability of any nature whatsoever, including without limitation any demands, claims, suits, proceedings or actions of any nature whatsoever, and any damages, losses, costs, expenses and fees (including attorneys' fees) or other 11 liabilities of any nature whatsoever, arising at any time before, on or after the date of this Agreement as a result of or in connection with any actions or inactions of any of the Indemnified Parties, whether intentional or negligent, which occurred on or prior to the date of this Agreement. This provision will survive any expiration or termination of this Agreement, whether by payment in full of the Obligations and all other sums due under or in connection therewith, or otherwise. IS. The Obligors will execute and/or deliver to Bank such additional documents, agreements or materials, or will take such further action, as Bank may reasonably request at any time and from time to time to give effect to the purposes or provisions of this Agreement. 16. All documents, agreements and materials of any nature whatsoever required at any time to be executed or delivered to Bank in connection with any of the obligations of the Obligors to Bank under this Agreement will be in form and substance satisfactory to Bank in Bank's sole discretion. 17. No modification of any provision of this Agreement shall be effective unless in writing and signed by all of the parties. 18. If at any time or times Bank believes it to be necessary or desirable to refer any aspect of the administration of this Agreement, or the enforcement of any provision of this Agreement, to any attorney, the Obligors will be liable to payor reimburse Bank for all reasonable attorneys' fees and costs incurred or paid by Bank as a result of such referral, which fees and costs will be due when incurred and payable immediately upon demand therefor. 19. Time is of the essence of the Obligors' obligations under this Agreement. 20. The provisions of this Agreement are severable and the invalidity or unenforceability of any provision will not affect or impair the remaining provisions, which shall remain in full force and effect. 12 21. This Agreement shall be interpreted and construed under the laws of the Commonwealth of Pennsylvania The Obligors shall only bring an action in, and the Obligors otherwise consent to the jurisdiction of, the Court of Common Pleas of Cumberland County, Pennsylvania, and the United States District Court for the Middle District of Pennsylvania, over all matters arising from or related to the Loan Documents and/or this Agreement. The Obligors and the Bank agree that any dispute or controversy between or among the Obligors or any of them and Bank would not lend itself to resolution or determination in trial by jury. Therefore, the Obligors and Bank each hereby voluntarily, knowingly and understandingly waives the right to trial by jury in any action or proceeding with respect to any dispute or controversy which may arise between or among them under or in connection with the Obligations, the Loan Documents or this Agreement and the subject matter of this Agreement. 22. This Agreement shall inure to the benefit of Bank, its successors and assigns, and all obligations of the Company and the Capuanos shall bind all of the Obligors and their respective heirs, personal representatives, successors and assigns. 23. The Obligors each acknowledges and agrees that each of the Obligors has had the opportunity to consult with an attorney or attorneys prior to execution of this Agreement, and the Obligors have consulted with an attorney or attorneys, or have waived and hereby acknowledge the waiver of the opportunity to do so, and the Obligors have executed this Agreement voluntarily, knowingly and understandingly. 24. The Obligors hereby voluntarily, intelligently and knowingly empower the Prothonotary or any attorney of any court of record to appear for the Obligors and to confess judgment for all amounts due or payable under this Agreement, with or without filing a complaint, including without limitation the entire balance of principal due or payable, late 13 charges, interest, expenses and fees, costs of suit and attorneys' fees equal to ten percent (10%) of the total ofal! such amounts, and the Obligors hereby release all errors or defects in any such action and the entry of any such judgment, and waive all laws exempting real or personal property from execution. 25. This Agreement may be executed in any number of counterparts, which will constitute one and the same Agreement. The Obligors each agrees that Bank is entitled to rely on a facsimile transmission of this Agreement containing the signatures of any of the Obligors and executed notary acknowledgements for the Obligors. However, the Obligors fwther agree to send the Bank the originally signed and notarized Agreement by nationally recognized overnight courier service on the date on which the facsimile transmission is sent to Bank. IN WITNESS WHEREOF, the Obligors and Bank have executed this Agreement as of the By: VEN J. CAPUANO ~"',.~ ERL L. CAPUANO date first written above. ATTEST: /) . By JV~[lc""'\ SF.CRET Y I , PNC BANK, NATIONAL ASSOCIATION By: r~QL -Q 14 ACKNOWLEDGMENT AND CONSENT The undersigned, JOSEPH V. CAPUANO and NANCY P. CAPUANO, jointly and severally, hereby consent to the execution of this Agreement by LANDIS, INe., and STEVEN J. CAPUANO and KIMBERLY L. CAPUANO, and acknowledge and agree to the terms and conditions of this Agreement, and the undersigned hereby reaffirm, ratify, confirm and agree that all of the provisions of any of the Loan Documents to which either of the undersigned is a party, or both of the undersigned are parties, are unchanged and in full force and effect, enforceable by the Bank as provided therein, or at law or in equity. Without limiting the general nature and effect of the preceding paragraph, the undersigned specifically acknowledge that this Agreement and this Acknowledgment and Consent constitute written notice from the Bank of the occurrence of an Event of Default under the Loan Documents as provided in Section 3 of the Subordination Agreement dated July 6, 2001, among Joseph V. Capuano, the Company and the Bank, and therefore that the Company is no longer entitled to and shall not make, and Joseph V. Capuano is no longer entitled to and shall not receive, payments of the Subordinated Debt as defined and otherwise provided in such Subordination Agreement. WITNESS: By: vvJJ ( By: By: By: NANCY P. CAPUANO 16 EXHIBIT "A" TO FORBEARANCE AGREEMENT DATED SEPTEMBER 25,2003 The "Loan Documents" that are the subject of this Agreement include, but are not limited to, the following (as any of them have previously been amended, modified or otherwise supplemented or restated): Loan to Landis, Inc., in the original principal amount of $88,000, made as of May 3, 1999; Obligor/Obligation Number 30944824-601138578 (the "$88,000 Loan") Corporate Resolution to Borrow Promissory Note Disclosure for Confession of Judgment Business Loan Agreement Security Agreement (Motor Vehicles) Commercial Security Agreement Commercial Guaranty of Steven 1. Capuano Disclosure for Confession of Judgment for Steven J. Capuano Loan to Landis, Inc., in the original principal amount of $306,500, made as of November 26, 1997; Obligor/Obligation Number 30944824-600719907 (the "$306,500 Loan") Corporate Resolution to Borrow Promissory Note Disclosure for Confession of Judgment Business Loan Agreement Commercial Security Agreement Power of Attomey Commercial Guaranty of Steven J. Capuano and Kimberly 1. Capuano Disclosure for Confession of Judgment for Steven J. Capuano and Kimberly 1. Capuano Subordination Agreement of Joseph V. Capuano Loan to Landis, Inc., in the original principal amount of SI20,000, made as of April 26, 1999; Obligor/Obligation Number 3094824-601147466 (the "$120,000 Loan") Corporate Resolution to Borrow Promissory Note Disclosure for Confession of Judgment Business Loan Agreement Commercial Guaranty of Steven J. Capuano Disclosure for Confession of Judgment for Steven 1. Capuano Open-End Mortgage from Joseph V. Capuano and Nancy P. Capuano (Tax parcel no. 40-31-2187-052, Woodcraft Drive, Mt. Holly Springs) 17 Line of Credit to Landis, Inc., in the modified original principal amount of S580,000, made as of May 25, 1999; Obligor/Obligation Number 30944824-601138518 (the "Line of Credit") Promissory Note in the original principal amount of $125,000 Business Loan Agreement Commercial Security Agreement Commercial Guaranty of Steven J. Capuano Disclosure for Confession of Judgment Amendment to Loan Documents dated July 6, 2001, increasing line of credit amount to $500,000 Subordination Agreement from Joseph C. Capuano dated July 6, 2001 Second Amendment to Loan Documents dated April 30, 2002, increasing line of credit amount to $580,000 Loan to Steven J. Capuano and Kimberly L. Capuano in the original principal amount of $120,000 made as of September 14, 2000; Obligor/Obligation Number 30944834-601549745 (the "Capuano Loan") Promissory Note Disclosures for Confession of Judgment Corporate Resolution to Guarantee Commercial Guaranty of Landis, Inc. Open-End Mortgage (Tax parcel nos. 401-31-2187-053 and 40-31-2187-053A, Woodcraft Drive, Mt. Holly Springs) 18 COMMONWEALTH OF PENNSYLVANIA . \ ' COUNTY O{ lL ntl't( (flU : SS On the 25'" day of September, 2003, before me personally came STEVEN J. CAPUANO, who being duly sworn, did acknowledge himself to be the President of LANDIS, INC., and that he as such officer, being authorized to do so, executed the foregoing instrument on behalf of said corporation for the purposes therein contained. In testimony whereof, I have hereunto subscribed my name. IN WITNESS WHEREOF, I hereunto set COMMO~TH OF PENNS,,:VA1jM COUNTY OFlLl r1l{ ~t{{f)Ut : SS SEAL) NO'fAIIW. EN. WENDY S. 0--1 [..Go '**" "'* LowIr AII8n Twp" Q,nbllla.4 CalrIlr My CornmilIIIcJi Exp/rII Mey 10, 'JJ1h My commission expires: On the 25'" day of September, 2003, before me personally came STEVEN J. CAPUANO and KIMBERLY L. CAPUANO, known to me (or satisfactorily proven) to be the persons whose names are subscribed to the within instrument, and JCknOWledged that they executed the same for ""p_=~oo."",, 1AJi IvL1l QW-'m~) ~:r ~, ,. NOTAAIM.llEAL WSDtS.01EI .c..~NIc ~MIn~er~ Calftr _Cl...,,'.' 0' .'0._ My Commission Expires: COMMONjAL-l:(! OF PENNSYLVANIA COUNTY OLLLlrtl t-tftL'LL On the 25'" day of September, 2003, before me personally came JOSEPH V. CAPUANO and )Y-'ICl' P. CA:PB&NO, known to me (or satisfactorily proven) to be the persons whose names are subscribed to the within instrument, and acknowledged that they executed the same for the purposes therein contained. '\ : SS li My Commission Expires: 19 MODIFICATION At'll) AMENDMENT OF FORBEARANCE AGREEMENT TillS AGREEMENT is made as of May 4, 2004, by and among PNC BANK, NATIONAL ASSOCIATION ("Bank"), and LANDIS, INC. (the "Company"), and STEVEN J. CAPUANO and KIMBERLY L. CAPUANO (jointly and severally, the "Capuanos"), with the acknowledgment and consent of JOSEPH V. CAPUANO. RECITALS R-l. The Company and the Capuanos are referred to in this Agreement jointly and severally as the "Obligors". The Obligors executed and delivered to the Bank a Forbearance Agreement dated September 25, 2003 (the "forbearance Agreement"). R-2. The tenn of the Forbearance Agreement expired, and the indebtedness owed by the Obligors to the Bank as provided in the Forbearance Agreement was due and payable in full, on April I, 2004. R-' The Obligors have requested the Bank to extend the tenn of the Forbearance Agreement, to which the Bank has agreed subject to the tenns and conditions of this Agreement. AGREEMENT NOW THEREFORE, in consideration of the Recitals, which are an integral part of this Agreement, and of the agreements hereinafter set forth, and intending to be legally bound, the Obligors and the Bank agree as follows: 1. The Obligors' indebtedness and obligations to the Bank (collectively the "Obligations") shall be paid in accordance with the agreements and docU)1lents that evidence and secure the Obligations (collectively, the "Loan Documents"), and with the Forbearance Agreement, and with the following provisions: a. The principal amount outstanding under the Line of Credit (as defined in Exhibit "A") as of the date hereof is $577,908.34. The availability of advances under the Line of Credit has been, and is hereby, terminated, and the Company shall not be entitled to receive, and the Bank shall not be obligated to make, any additional advances under the Line of Credit. The interest rate payable on the principal amount outstanding at any time under the Line of Credit shall be a rate of interest per annum at all times equal to eleven and one- tenths percent (11.10%) over the Index (as defined in the Promissory Note for the Line of Credit). The Company shall make monthly payments of principal and interest on the Line of Credit in the amount of $7,652.57, which have been calculated according to a 20-year 1 Ei.hlh) 'tll amortization schedule, on the date of each month as provided in the Promissory Note for the Line of Credit. Upon the occurrence of any default under this Agreement, at the Bank's option, without notice to the Obligors, the interest rate payable on the Line of Credit may be increased to a rate of interest per annum at all times equal to sixteen percent (16%) over the Index (as defined in the Promissory Note for the Line of Credit). b. The principal amount outstanding under the $120,000 Loan (as defined in Exhibit "A") as of the date hereof is $107,045.99. The interest rate payable on the principal amount of the $120,000 Loan outstanding at any time shall be eighteen and one-tenths percent (18.10%) per annum. The Company shall make monthly payments of principal and interest on the $120,000 Loan in the amount of $1,660.30, which have been calculated according to a 20-year amortization schedule, on the date of each month as provided in the Promissory Note for the $120,000 Loan. Upon the occurrence of any default under this Agreement at the Bank's option, without notice to the Obligors, the interest rate payable on the $120,000 Loan may be increased to twenty percent (20%) per annum. c. The principal amount outstanding under the $88,000 Loan (as defined in Exhibit "A") as of the date hereof is $3,922.43. The interest rate payable on the principal amount of the $88,000 Loan outstanding at any time shall be eighteen and one-tenths percent (18.10%) per annum. The Company shall make monthly payments of principal and interest on the $88,000 Loan in the amount of $1,785.41 on the date of each month as provided in the Promissory Note for the $88,000 Loan. Upon the occurrence of any default under this Agreement at the Bank's option, without notice to the Obligors, the interest rate payable on the $88,000 Loan may be increased to twenty percent (20%) per annum. d. The principal amount outstanding under the Capuano Loan (as defined in Exhibit "A") as of the date hereof is $112,755.66. The interest rate payable on the principal amount of the Capuano Loan outstanding at any time shall be nineteen and one-tenths percent (19.10%) per annum. The Capuanos shall make monthly payments of principal and interest on the Capuano Loan in the amount of $1,836.19, which have been calculated according to a 20-year amortization schedule, on the date of each month as provided in the Promissory Note for the Capuano Loan. Upon the occurrence of any default under this Agreement at the Bank's option, without notice to the Obligors, the interest rate payable on the Capuano Loan may be increased to twenty percent (20%) per annum. e. On June 3, 2004, the entire outstanding amount of the $88,000 Loan, and on August 1,2004, the entire outstanding amount of the other Obligations, including all of the principal, all of the accrued and unpaid interest, all of the prepayment charges that are payable under the Promissory Notes for the $88,000 Loan, the $120,000 Loan and the Capuano Loan as a result of prepayment of the principal amount outstanding thereunder prior to the maturity dates of such Loans as provided in such Promissory Notes, and any and all other sums due or payable under or in connection with the Obligations and/or the Loan Documents, shall be due and payable in full, without notice or demand, or setoff, counterclaim or deduction of any nature. 2 2. Simultaneously with execution of this Agreement, the Obligors shall (a) pay to Bank a non-refundable forbearance fee of$I,907.00, which the Obligors acknowledge and agree has been fully earned by Bank, and (b) payor reimburse Bank for the fees and costs of the Bank's attorneys incurred or paid by Bank as a result of the Obligors' defaults of their obligations to Bank, including without limitation for the preparation, negotiation and implementation of this Agreement. 3. Simultaneously with execution of this Agreement, as additional collateral and security for the Obligations (which shall also be included in the definition of "Collateral" as provided in the Forbearance Agreement), the Obligors shall deliver to the Bank all titles to all of the Company's equipment and vehicles that are not encumbered by other creditors, and such completed and signed documentation as may be necessary or incidental for the Bank's encumbrance to be noted on all such vehicle titles. 4. Simultaneously with execution of this Agreement, as additional collateral and security for the Obligations (which shalI also be included in the definition of "Collateral" as provided in the Forbearance Agreement), the Capuanos shall execute and deliver to the Bank, in recordable form, the Bank's form of Mortgage Modification Agreement to be recorded for the purpose of extending the Bank's mortgage lien currently in effect against the real propeny occupied by the Company and identified as tax parcel nos. 40-31-2187-053 and 40-3l-2187-053A, Woodcraft Drive, Mt. Holly Springs, to include tax parcel no. 40-31-2187-052, Woodcraft Drive, Mt. Holly Springs. 5. Bank agrees, without waiving any existing default of the Obligors or any declaration of any existing default of the Obligors, or any demand for payment of all or any pari of the Obligors' indebtedness to Bank, or any acceleration of the Obligors' indebtedness to Bank, or any of Bank's rights or remedies against the Obligors or the Collateral (such term as used in this Agreement having the same definition as such term has in the Forbearance Agreement) or the Obligors' respective other property, to forbear from proceeding against the Obligors and the Collateral and the Obligors' respective other property until the occurrence of a default of any of the Obligors' obligations to Bank under this Agreement. on or after the date of this Agreement. However, notwithstanding the preceding sentence, the Company's failure to comply y,'ith the annual clean-up provision for the Line of Credit and with the Tangible Net Worth covenant and the Debt Service Coverage Ratio covenant contained in any of the Loan Documents shall not constitute default under this Agreement. 6. The Obligors shall furnish or cause to be furnished to the Bank: a. Not later than forty-five (45) days after the end of each of the Company's fiscal quarters, financial statements for each such quarter, including detailed schedules of accounts receivable aging and accounts payable aging, all in form and content satisfactory to the Bank. 3 b. Not later than thirty (30) days after the end of each month, financial statements for each such month, including detailed schedules of accounts receivable aging, all in form and content satisfactory to the Bank. c. Not later than April 30, 2004, a copy of the Capuanos' signed federal income tax return, as filed, including all schedules, statements, forms and attachments. d. In addition, the Obligors will furnish or cause to be furnished to the Bank such information and statements, lists of assets and liabilities, inventory schedules, budgets, forecasts, tax returns, and other reports with respect to the Company and the Company's business operations, and with respect to the Capuanos' fmancial condition, as Bank may request from time to time. 7. a. The Obligors hereby reaffirm, affirm, ratify and confirm the Obligors' absolute and unconditional liability to make all payments and to observe and perform all of the duties, obligations and other agreements of the Obligors under or in connection with the Obligations, the Loan Documents and the Forbearance Agreement, subject only to any express modification con1ained in this Agreement. Except as expressly set form herein, nothing contained in this Agreement releases, limits, or otherwise affects in any way or at any time the liability of any of the Obligors for or 'With respect to any of the Obligors' obligations and agreements under or in connection 'With the Obligations, the Loan Docurnents or the Forbearance Agreement. This Agreement does not evidence or represent in any way new indebtedness or satisfaction of any of the Obligations. All provisions of the Loan Documents and the Forbearance Agreement remain in full force and effect, enforceable by the Bank in accordance with the provisions of each of them, except as expressly modified hereby, including without limitation any provisions for confession of judgment, waiver of the right to trial by jury or venue or forum selection contained in any of the Loan Documents or the Forbearance Agreement. Nothing contained in this Agreement waives or should be construed as a waiver of any of the Bank's rights and remedies under the Loan Documents or the Forbearance Agreement, or at law or in equity. b. The Obligors hereby acknowledge, agree and affirm that (i) the Obligors are absolutely and unconditionally liable to the Bank under any guaranty agreement executed in favor of the Bank by any of the Obligors (each, a "Guaranty"), which Guaranty is a guarantee of payment. and not merely colJectibility, of the Obligations under the Loan Documents and the Forbearance Agreement, (ii) the Obligors' liability to the Bank under any such Guaranty and with respect to the Obligations, the Loan Documents, the Forbearance Agreement and this Agreement is primary and direct, and (iii) the Obligors have no defenses, setoffs or other claims with respect to the Obligations, the Loan Documents, the Forbearance Agreement or this Agreement, or any such Guarani}'. c. All of the provisions of the Loan Documents and the Forbearance Agreement, as modified hereby, are incorporated herein by reference and made a part hereof as if set forth in full herein, and all of the provisions of this Agreement are incorporated into 4 the Loan Documents and the Forbearance Agreement and made a part thereof as if set forth in full therein. The provisions of this Agreement are and will be deemed to be supplemental to, and not in derogation of, the provisions of the Loan Documents and the Forbearance Agreement, whenever possible. However, if there is any conflict or inconsistency between or among the provisions of the Loan Documents and/or the Forbearance Agreement, and this Agreement, the provision(s) determined by Bank in its sole discretion to be applicable will govern and control the resolution of any such conflict or inconsistency, and the Obligors agree to be bound by Bank's determination. 8. The occurrence of anyone or more of the following IS a default under this Agreement: a. The Obligors' failure to make any payment required under the provisions of any of the Loan Documents, the Forbearance Agreement or this Agreement on or before the due date. on or after the date of this Agreement; b. The Obligors' failure to observe or perform each and every one of the provisions on the Obligors' pan to be observed or performed under this Agreement, or under any of the Loan Documents (except with respect to compliance with the financial covenants as provided in Section 8 and with respect to the annual clean-up provision for the Line of Credit), or the Forbearance Agreement on or after the date of this Agreement; c. If any representation, warranty, or financial statement or presentation of any of the Obligors at any time made to Bank in connection with the Obligations is determined by Bank to be materially incorrect or misleading, including without limitation any financial statements provided by any of the Obligors to Bank in accordance with the Loan Documents, the Forbearance Agreement or this Agreement. 9. The Obligors each agrees that a default under any of the Loan Documents, the Forbearance Agreement, this Agreement, or under any other agreement or document evidencing or securing any other indebtedness or obligation of any of the Obligors to Bank, on or after the date of this Agreement, is a default under all of the Loan Documents, the Forbearance Agreement, this Agreement and all such other agreements and documents. The Obligors each agrees that all of the Collateral is intended to be and is collateral and security for the entire amount of the Obligations, whether or not any panicular Collateral is specifically identified as Collateral for any particular Obligations in the Loan Documents or the Forbearance Agreement, and that all of the Collateral is intended to and '-"ill continue as collateral and security for the entire amount of the Obligations until all of the Obligations are paid in full, notwithstanding payment in full of the $88,000 Loan, the $306,500 Loan, the $120,000 Loan, the Line of Credit and/or the Capuano Loan before payment in full of all of the Obligations, and the Obligors hereby confirm and reaffirm the Bank's security interest, and hereby grant to the Bank a security interest, in and to all of the Collateral. The Obligors agree that all of the provisions of all of the Loan Documents and the Forbearance Agreement, as modified by this Agreement, will remain in full and force and effect and be and remain applicable to all of the outstanding Obligations until all of the Obligations are paid in full, 5 notwithstanding payment in full of the $88,000 Loan, the $306,500 Loan, the $120,000 Loan, the Line of Credit and/or the Capuano Loan before payment in full of all of the Obligations. 10. The Obligors, for themselves and any person or entity claiming by, through, from or under any of them, including without limitation their respective heirs, personal representatives, predecessors, successors and assigns, and their respective parent corporations, subsidiaries and affiliates, and the stockholders, directors, officers, employees, agents and attorneys of any of them, hereby release and agree to indemnify, defend and hold harmless Bank, its predecessors, successors and assigns, and its and their respective parent corporations, subsidiaries and affiliates, and the stockholders, directors, officers, employees, agents and attorneys of any of them (collectively, the "Indemnified Parties") harmless for, against and from any and all liability of any nature whatsoever, including without limitation any demands, claims, suits, proceedings or actions of any nature whatsoever, and any damages, losses, costs, expenses and fees (including attorneys' fees) or other liabilities of any nature whatsoever, arising at any time before, on or after the date of this Agreement as a result of or in connection with any actions or inactions of any of the Indemnified Parties, whether intentional or negligent, which occurred on or prior to the date of this Agreement. This provision will survive any expiration or termination of this Agreement, whether by payment in full of the Obligations and all other sums due under or in connection therewith, or otherwise. 11. The Obligors will execute and/or deliver to Bank such additional documents, agreements or materials, or will take such further action, as Bank may reasonably request at any time and from time to time to give effect to the purposes or provisions of this Agreement. 12. All documents, agreements and materials of any nature whatsoever required at any time to be executed or delivered to Bank in connection with any of the obligations of the Obligors to Bank under this Agreement will be in form and substance satisfactory to Bank in Bank's sole discretion. 13. No modification of any provision of this Agreement shall be effective unless in writing and signed by all of the parties. 14. If at any time or times Bank believes it to be necessary or desirable to refer any aspect of the administration of this Agreement, or the enforcement of any provision of this Agreement, to any attorney, the Obligors will be liable to payor reimburse Bank for all reasonable attorneys' fees and costs incurred or paid by Bank as a result of such referral, which fees and costs will be due when incurred and payable immediately upon demand therefor. 15. Time is of the essence of the Obligors' obligations under this Agreement. 16. The provisions of this Agreement are severable and the invalidity or unenforceability of any provision will not affect or impair the remaining provisions, which shall remain in full force and effect. 6 17. This Agreement shall be interpreted and construed under the laws of the Commonwealth of Pennsylvania. The Obligors shall only bring an action in, and the Obligors otherwise consent to the jurisdiction of, the Court of Common Pleas of Cumberland County, Pennsylvania, and the United States District Court for the Middle District of Pennsylvania, over all matters arising from or related to the Loan Documents, the Forbearance Agreement and/or this Agreement. The Obligors and the Bank agree that any dispute or controversy between or among the Obligors or any of them and Bank would not lend itself to resolution or determination in trial by jury. Therefore, the Obligors and Bank each hereby voluntarily, knowingly and understandingly waives the right to trial by jury in any action or proceeding with respect to any dispute or controversy which may arise between or among them under or in connection with the Obligations, the Loan Documents, the Forbearance Agreement or this Agreement and the subject matter ofthis Agreement. 18. This Agreement shall inure to the benefit of Bank, its successors and assigns, and all obligations of the Company and the Capuanos shall bind all of the Obligors and their respective heirs, personal representatives, successors and assigns. 19. The Obligors each acknowledges and agrees that each of the Obligors has had the opportunity to consult with an attorney or attorneys prior to execution of this Agreement, and the Obligors have consulted with an attorney or attorneys, or have waived and hereby acknowledge the waiver of the opportunity to do so, and the Obligors have executed this Agreement voluntarily, knowingly and understandingly. 20. This Agreement may be executed in any number of counterparts, which will constitute one and the same Agreement. The Obligors each agrees that Bmlk is entitled to rely on a facsimile transmission of this Agreement containing the signatures of any of the Obligors and executed notary acknowledgements for the Obligors. However, the Obligors further agree to send the Bank the originally signed and notarized Agreement by nationally recognized ovemight courier service on the date on which the facsimile transmission is sent to Bank. 7 's Agreement as of the IN WITNESS date first written a REOF, the Obligors and Bank have execut By: By: .(yed ~~.. .J KIMBERL l'L. CAP ANO PNC BANK, NATIONAL ASSOCIATION By: r S'::J K- ~ Q ERIC D. KR.1M:lvm.L VICE PRESIDENT 8 . " . ACKNOWLEDGMENT AND CONSENT The undersigned, JOSEPH V. CAPUANO hereby consents to the execution of this Agreement by LANDIS, INC., and STEVEN J. CAPUANO and KIMBERLY L. CAPUANO, and acknowledges and agrees to the terms and conditions of this Agreement, and the undersigned hereby reaffirms, ratifies, confirms and agrees that all of the provisions of any of the Loan Documents to which the undersigned is a party are unchanged and in full force and effect, enforceable by the Bank as provided therein, or at law or in equity. Without limiting the general nature and effect of the preceding paragraph, the undersigned specifically acknowledges that this Agreement and this Acknowledgment and Consent constitute wrinen notice from the Bank of the occurrence of an Event of Default under the Loan Documents as provided in Section 3 of the Subordination Agreement dated July 6, 2001, among Joseph V. Capuano, the Company and the Bank, and therefore that the C0mpany is no longer entitled to and shall not make, and Joseph V. Capuano is no longer entitled to and shall not receive, payments of the Subordinated Debt as defined and otherwise provided in such Subordination Agreement. By: ! I Ir::- DATE: May 4, 2004 9 EXIDBIT "A" TO MODIFICATION AND AMENDMENT OF FORBEARANCE AGREEMENT DATED MAY 4, 2004 The "Loan Documents" that are the subject of this Agreement include, but are not limited to, the following (as any of them have previously been amended, modified or otherwise supplemented or restated): Loan to Landis, Inc., in the original principal amount of $88,000, made as of May 3, 1999; Obligor/Obligation Number 30944824-601138578 (the "$88,000 Loan") Corporate Resolution to Borrow Promissory Note Disclosure for Confession of Judgment Business Loan Agreement Security Agreement (Motor Vehicles) Commercial Security Agreement Commercial Guaranty of Steven J. Capuano Disclosure for Confession of Judgment for Steven J. Capuano Loan to Landis, Inc., in the original principal amount of $120,000, made as of April 26, 1999; Obligor/Obligation Number 3094824-601147466 (the "$120,000 Loan") Corporate Resolution to Borrow Promissorv Note . Disclosure for Confession of Judgment Business Loan Agreement Commercial Guaranty of Steven J. Capuano Disclosure for Confession of Judgment for Steven J. Capuano Open-End Mortgage from Joseph V. Capuano and Nancy P. CapuaE.o (Tax parcel no. 40-31-2187-052, Woodcraft Drive, Mt. Holly Springs) Line of Credit to Landis, Ine., in the modified original principal amount of $580,000, made as of May 25, 1999; Obligor/Obligation Number 30944824-601138518 (the "Line of Credit") Promissory Note in the original principal amount of$125,000 Business Loan Agreement Commercial Security Agreement Commercial Guaranty of Steven J. Capuano Disclosure for Confession of Judgment 10 , , ,-....... Amendment to Loan Documents dated July 6, 2001, increasing line of credit amount to $500,000 . . Subordination Agreement from Joseph C. Capuano dated July 6, 2001 Second Amendment to Loan Documents dated April 30, 2002, increasing line of credit amount to $580,000 Loan to Steven J. Capuano and Kimberly L. Capuano in the original principal amount of 5120,000 made as of September 14,2000; Obligor/Obligation Number 30944834-601549745 (the "Capuano Loan") Promissory Note Disclosures for Confession of Judgment Corporate Resolution to Guarantee Commercial Guaranty of Landis, Inc. Open-End Mortgage (Tax parcel nos. 401-31-2187-053 and 40-31-2187-053A, Woodcraft Drive, Mt. Holly Springs) 11 PNC BANK, NATIONAL ASSOCIATION 4242 Carlisle Pike Camp Hill, PA 17011 E-mail: eric.krimmel@.oncbank.com Eric D. Krimmel Vice President (717) 730-2492 Tel (717) 73()"2373 Fax ~ PNCBAN< Via Relrular and Certified Mail August 9, 2004 Steven J. Capuano, President Landis, Inc. Woodcraft Drive P.O. Box 196 Mt. Holly Springs, P A 17065 Mr. Steven J. Capuano Mrs. Kimberly L. Capuano 1229 Blossom Terrace Boiling Springs, P A 17007 In re: Landis, Inc. Obligor/Obligation Nos.: 30944824-601138518 (5580,000 Line of Credit Loan) 30944824-601147466 (5120,000 Loan) Steven J. and Kimberly L. Capuano Obligor/Obligation Nos.: 30944834-601549745 (5120,000 Loan) Dear Landis, Inc.: Dear Mr. and Mrs. Capuano: As you know, you are obligated to PNC Bank, National Association ("PNC") for the above-referenced loan accounts (the "Loans''), as evidenced by certain Promissory Notes. Commercial Guaranties, a Forbearance Agreement, and other related loan documents (the "Loan Documents"). As you also know, you are in default under the Loans and Loan Documents for your failure to payoff the above- referenced loan accounts on August 1,2004. As a result of this Event of Default, all liabilities and obligations under the Loans and Loan Documents have been accelerated and all liabilities and obligations under the Loans and Loan Documents are immediately due and payable to PNC. In addition, pursuant to the terms of the Loan Documents you are hereby notified, that effective this date. PNC has exercised its right to increase the interest rates on th_e Loans to the default rates as follows: Landis. Inc. 30944824-601138518 30944824-601147466 Existine Interest Ra1e Default Rate PNC Bank's prime rate + 11.J0 18.10% PNC Bank's prime rate + 16.00% 20.00% Steven J. and KimberIv L. Caouano 30944834-601549745 19.10% 20.00% A member of The PNC Financial xrvices Group 424-2 Carlisle Pike Camp Hilt Pennsylvania 17011 E y-htb) 'jj'I Steven J. Capuano, President Landis, Inc. August 9, 2004 Page 2 Please be advised that unless payment in full is immediately delivered to PNC Bank, National Association at 4242 Carlisle Pike, Camp Hill, PA 1701l, in the form of a cashiers check or money order, PNC may take all action it deems appropriate to collect the above sums due and owing, preserve, protect and enforce its rights under the Loans and Loan Docwnents. This letter shall not be deemed to constitute a waiver of any outstanding defaults or Events of Default, nor shall it obligate PNC, or be construed to require PNC, to waive any defaults, whether now existing or which may occur after the date oftbis letter, nor shall it limit PNC's rights to exercise all of its rights and remedies under the Loan Documents with you, including any notes, security agreements or other loan documents executed in connection therewith, all of which rights PNC expressly reserves. Very truly yours, PNC Bank, National Association ~Q~ Eric D. Krimmel Vice President Certified Mail Nos.: 70020460000097548954 7002 0460 0000 9754 8961 ce: Geoffrey S. Shuff, Esquire ~ . ' . Disclosure for Confession of Judgment PNC BANK Undenigned: LANDIS, INC. WOODCRAFT DRlVE MT.HOLLYSPRINGS,PA 17065 Lender: PNC BANK. NA nONAL ASSOCIATION 4242 CAlU.ISLE PIKE CAMP HILL, PA 17001 The UDdemped has cxecurcd, and/or is executing, on or about lbe date hereof, \be following document(s) under wbich die lllldersigaed. is obligaled to tqla}' monies to Lender. PROMISSORY NOTE A The undeniped ~owled;es and agrees tbalThe above dccuments coatain provisioas under whidl Lender may = judgmeIlt by COIIfessioll against !be undenigned. Being fully aware of its nvus to prior noti<:e ;md a beoaiDg on die validity of any judgment or olIIer claims dlat may be SSS<!tted against it by Lender lhemInder before judgment is ectered, lite undenigDed hereby freeLy, kDowingly and intellillmtly waivcs These rights and expre$$ly agrees and COIIsenlS to Lender's cnteriag judp""t against it by confession punuant 10 the tmns tb=f. B. The undenicnecl also aclcDowledg= and agmos 1I1althe above docwnenlS contain provisions UDder which Lender may, after entry of judgnlCllt and without either notice or a bearing. foreclose upon, attaOh. levy take po$smi"" of or otherwise seize property of tht und=igrted in full or partial payment of lbe judgment. Being fully 'waR of its rights after judgment is entered (incLudinllthe tight to move to open or $trike lbe judjmCl1t), lbe wlllcnigDecl hereby freely, knowingly and intelligently waives its rights to noli<:e and a hearing and ""pressly aerees and consents to lender's taking sudlactioDS as may be pcnnitted under applicable = and federa1law without prior notice to the undersigned. C. The undenigned cmifies that a representative of lender specifically ca.lled Ilie confession of judgment provisions in the above dOClllllents to the atteIllion of tile undenigned, and/or that the under5igned was repl'CSCIl~ by legal counsel in connection with the above documcI1ts. D. The undersigned hereby certi.fics; Ilillt its aanual income exceeds $10,000.00; lItat.U references to "lbe Ill1d.eni c refer to all persons and C<ltities signing below'. llOd that lite undersigned received a c f at the time of signing. 6hlbJ ItE'1 7Y{) C& TOTI'lL P.02 PNC BANK, NATIONAL ASSOCIATION, Plaintiff : IN THE COURT OF COMMON PLEAS : CUMBERLAND COUNTY, PENNSYLVANIA v. : NO. LANDIS, INC., Defendant CONFESSION OF JUDGMENT CIVIL ACTION - LAW VERIFICATION I, Eric Krimmel, Vice President, for PNC Bank, National Association, being authorized to do so on behalf of PNC Bank, National Association, hereby verify that the statements made in the foregoing pleading are true and correct to the best of my information, knowledge and belief. I understand that false statements herein are made subject to the penalties of 18 Pa. C.S. Section 4904, relating to unsworn falsification to authorities. PNC BANK, NATIONAL ASSOCIATION Date: 12/1-1-10'-/ By: ~:::- ~ - Q . Eric Krimmel Vice President ~~ ~ ~ fJ -4 f::-1 f- - lI"\ -c 0- -.() -fA. - -.() B ~ ~ ~-1- ~ \L t-> C" (",::1- S~ ~-c: 5'" Q ~ ' Q, c_ ::,: :0 ..".. f-r1,..- :~,.: \1"1 \ '( ....- :) -r\ "'1 t::"~) - .-.;." == ~~ "J -- ~ <.;. v. : IN THE COURT OF COMMON PLEAS : CUMBERLAND COUNTY, PENNSYLVANIA : NO. OS - 53 C.lu~LCy8L-",\ PNC BANK, NATIONAL ASSOCIATION, Plaintiff LANDIS, INC., Defendant : CONFESSION OF JUDGMENT : CIVIL ACTION - LAW PRAECIPE FOR ENTRY OF APPEARANCE TO THE PROTHONOTARY: Please enter the appearance on behalf of Plaintiff, PNC Bank, National Association. Papers may be served at the address set forth below. Geoffrey S. Shuff, Esquire SAlOIS, SHUFF, FLOWER & LINDSAY 2109 Market Street, Camp Hill, P A 170 II (717) 737-3405 (fax) 737-3407 Respectfully submitted, SAlOIS, SHUFF, FLOWER & LINDSAY Date: 11- b~ -Dr I By: C} (", o;;S c..-~ ,-,' (;.- ~ ~... \ s::- ~ :;:;J. ~ .;,,,:+:. rtm -on :U-T '0S; i"~)(") ':::>:,'-f\ :--',,~ '~ ::FG ::<:. :r;:;. ":;.1>. - -- -- v" PNC BANK, NATIONAL ASSOCIATION, Plaintiff v. : IN THE COURT OF COMMON PLEAS : CUMBERLAND COUNTY, PENNSYLVANIA : NO. O~ - ~ Ciu~L ~8<...\ : CONFESSION OF JUDGMENT : CIVIL ACTION - LAW LANDIS, INC., Defendant CERTIFICATE OF ADDRESSES I hereby certify that the precise address of Plaintiff, PNC Bank, National Association, is 4242 Carlisle Pike, Camp Hill, Pennsylvania 17011; and that the last known address of the Defendant, Landis, Inc., is Woodcraft Drive, P.O. Box 186, Mount Holly Springs, Pennsylvania 17065. Respectfully submitted, SAIDIS, SHUFF, FLOWER & LINDSAY Date: 12 / l~~Lf By: Geof Supre Court I #24848 2109 Market Street Camp Hill, PA 17011 (717) 737-3405 Attorney for Plaintiff ....... = t.? "-,, '- o -n .-\ :I:-n rnp -onl :'Jc; ()("'..J --JoT, ~'l_""'n ~?~t~ '::::..\ ~2 1 *'" :t-:r' :;..o-r.. cJI <j :<. PNC BANK, NATIONAL ASSOCIATION, Plaintiff v. : IN THE COURT OF COMMON PLEAS : CUMBERLAND COUNTY, PENNSYLVANIA : NO. Of; - S'-J, C'-Ul. L ~82...."'Y\.. LANDIS, INe., Defendant : CONFESSION OF JUDGMENT : CIVIL ACTION - LAW AFFIDAVIT OF NON-MILITARY SERVICE TO THE PROTHONOTARY: I do certify, to the best of my knowledge, that the Defendant, Landis, Inc., in the above- captioned action is not presently on active or nonactive military status. Respectfully submitted, SAIDIS, SHUFF, FLOWER & LINDSAY Date: IZ/Zr,'ft4 By: ;1' Geof y. ff, Esquire Supre Court ID #24848 2109 Market Street Camp Hill, PA 17011 (717)737-3405 Attorney for Plaintiff q ,_J ,;:::', i:~ c..J"\ ~ ~: I .t=" o -n ::t-n ,-np -oDJ. :O"':} I:)I~ '5~:n c)c') :<~I\l ;,) ~.c\ ):~ "- :l:'l'" ::ir. - 0\ v. IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA : NO. DS - 5':), C'ul:T~ : CONFESSION OF JUDGMENT : CIVIL ACTION - LAW PNC BANK, NATIONAL ASSOCIATION, Plaintiff LANDIS, INC., Defendant NOTICES IN CONNECTION WITH JUDGMENTS BY CONFESSION REQUIRED BY 42 Pa. C.S.A. S 2737.1 (Act 105 of2000) To: Landis, Inc. Pursuant to 42 Pa. C.S. S 2737.1. please take notice that the Plaintiff in this matter has entered a judgment by confession against you in the amount of $118,731.81. You are entitled to file a petition to "strike" or "open" the judgment. In order to do so, you must promptly file a petition with the Court of Common Pleas of Cumberland County, Pennsylvania, as required by Rule 2959 of the Pennsylvania Rules of Civil Procedure. You will file a petition by leaving it with the courts or Prothonotary at the courthouse in Carlisle, Cumberland County, Pennsylvania. A petition is a formal statement of your reasons for challenging the judgment. You must include the names of the parties at the top of the first page and the case number, which is shown above. The petition must state your reasons for challenging the judgment is a separate numbered paragraphs. You have to sign the petition and include a sworn statement at the end of the document verifying that the facts you state in the petition are true and accurate. You will waive any defenses and objections not included in your petition to strike or open. You must therefore make every effort to raise all possible issues and defenses in your petition to strike or open in order to avoid waiving any claims. If you elect to file a petition, it must meet the requirements of Rule 2959 of the Rules of Civil Procedure. A full copy of Rule 2959 is attached to this Notice. You may also have to comply with local rules of procedure in effect in the county where the judgment was entered. If you do not file a petition challenging the judgment, the Plaintiff may take steps to collect on the judgment by asking the Sheriff to seize your assets. 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 32 South Bedford Street Carlisle, P A 17013 (717) 249-3166 or 1-800-990-9108 Corporations may be unable to represent themselves in court. If the defendants include a corporation, the corporation must appear through an attorney if it intends to challenge the judgment. You may receive other papers and notices regarding the judgment. Those other papers do not negate or override this Notice. Likewise, this Notice is not intended to and does not negate any ofthe notices or information obtained in other papers that may be served upon you. We reiterate that you are required to act promptly if you wish to seek relief from the judgment. Under certain circumstances, you have only 30 days in which to file a petition after papers are served on you. Even ifthe 30 day rule does not apply, you must act promptly in order to protect your interests. Failing to act in a timely manner will render you unable to challenge the judgment at a later time. Pursuant to 40 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. Respectfully submitted, SAIDIS, SHUFF, FLOWER & LINDSAY Date: December 28, 2004 By: 'ff, squire {Court I #24848 2109 Market Street Camp Hill, P A 17011 (717) 737-3405 Attorney for Plaintiff Pennsvlvania Rule of Civil Procedure 2959 - Strikinl!: off Judl!:ment (a)(1) Relief from a judgment by confession shall be sought by petition. Except as provided in subparagraph (2), all grounds for relief whether to strike off the judgment or to open it must be asserted in a single petition. The petition may be filed in the county in which the judgment was originally entered, in any county to which the judgment has been transferred or in any other county in which the sheriff has received a writ of execution directed to the sheriff to enforce the judgment. (2) The ground that the waiver of the due process rights of notice and hearing was not voluntary, intelligent and knowing shall be raised only (i) in support of a further request for a stay of execution where the court has 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 day of the rule. The return day of the rule shall be fixed by the court by local rule or special order. (c) A party waives all defenses and objections which are not included in the petition or answer. (d) The petition and the rule to show cause and the answer shall be served as provided in Rule 440. (e) The court shall dispose of the rule on petition and answer, and on any testimony, depositions, admissions and other evidence. The court for cause shown may stay proceedings on the petition insofar as it seeks to open the judgment pending disposition of the application to strike off the judgment. If evidence is produced which 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. -< Ul .. ..., c:"> = <;;....... <.- ~'~ o -n :J:!..,., i-\1r~ -otE1 :::)\'f 00 =r~:n (~~; ?~~ :>_)1\\ :.::.-\ -j~ --<. I J;:' 5: PNC BANK, NATIONAL ASSOCIATION, : IN THE COURT OF COMMON PLEAS Plaintiff : CUMBERLAND COUNTY, PENNSYLVANIA v. : NO. D!; - SJ CULL ~~ LANDIS, INe., : CONFESSION OF JUDGMENT Defendant : CIVIL ACTION - LAW To: Landis, Inc., Defendant You are hereby notified that on, )ri.t ') "I , 20~ judgment by confession was entered against you in the sum of$118,731.81 in the above-captioned case. DATE: / /JfIO'S Prothonotary 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 TO FIND OUT WHERE YOU CAN GET LEGAL HELP. Cumberland County Bar Association 32 South Bedford Street Carlisle, P A 17013 (717) 249-3166 or 1-800-990-9108 I hereby certify that the following are the addresses of the defendants stated in the certificate of residence: Landis, Inc. Woodcraft Drive P.O. Box 186 Mount Holly Springs, P A 17065 ~17 7 -.>";:: ,'j,.- / Attt~R .. ~.rriiff A, Landis, Inc., Demandado(s) Por este medio sea avisado que en el dia de de 2004, un fallo por admision fue registrado contra usted por la contidad de $118,731.81 del caso antes escrito. Fecha: el dia de de 2004 Protonotario LLEVE ESTA DEMANDA A UN ABODAGO IMMEDIATAMENTE. SI NO TIENE ABOGADO 0 SI NO IlENE EL DINERO SUFICIENTE DE PAGAR TAL SERVICIO, V A Y A EN PERSONA A LLAME POR TELEFONO A LA OFICINA CUY A DlRECCION SE ENCUENTRA ESCRITA ABAJO PARA AVERIGUAR DONDE SE PUEDE CONSEGUIR ASISTENCIA LEGAL. Cumberland County Bar Association 32 South Bedford Street Carlisle, P A 17013 (717) 249-3166 or 1-800-990-9108 Por este medio certifico que 10 siguiente es la direccion del demandado dicho en el certificado de residencia: Landis, Inc. Woodcraft Drive P.O. Box 186 Mount Holly Springs, P A 17065 ~7 J AbO~a(a. ..':mandante(S) / ,/ COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYL V ANIA- CIVIL ACTION PNC BANK, NATIONAL ASSOCIATION, : DOCKET NO. 05-53 CIVIL TERM Plaintiff v. : CONFESSION OF JUDGMENT LANDIS, INC., Defendant : PREVIOUSLY ASSIGNED TO: N/ A PRAECIPE TO THE PROTHONOTARY: Please mark the judgment entered in the above-captioned action satisfied. Respectfully submitted, SAIDIS, SHUFF, FLOWER & LINDSAY Date: November 14,2005 By: eo . Sh ff, Esquire eme Court ID #24848 2109 Market Street Camp Hill, PA 17011 (717) 737-3405 Attorneys for Plaintiff, PNC Bank, National Association c'~:, (,,:; {:::;)