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HomeMy WebLinkAbout05-0704 John W. Purcell, Jr. I.D. 29955 Purcell, Krug & Haller 1719 North Front Street Harrisburg, PA 17102 (717) 234-4178 jpurcell(Wpkh.com HARSCO CORPORATION Plaintiff, : IN THE COURT OF COMMON PLEAS : CUMBERLAND COUNTY, PENNSYLVANIA : CIVIL ACTION-LAW : NO. 0 r;; - 7Cif C~llY'ifl-~ vs. M.P. PROPANE, INC., MARSHALL MILES AND TOMI MILES, Defendants NOTICE You have been sued in court. If you wish to defend against the claims set forth in the following pages, you must take action within twenty (20) days after this complaint and notice have been served. To defend against the aforementioned claims, a written appearance stating your defenses and objections must be entered and filed in writing by you, the defendant, or by an attorney. You are warned that if you fail to take action against these claims, the court may proceed without you and a judgement for any money claimed in the complaint or for any other claim required by the plaintiff may be entered against you by the court without further notice. You may lose money. property or other rights important to you. 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 S. Bedford Street Carlisle, PA. 17013 -- (717) 249-3166 (800) 990-9108 NOTICIA Le han demandado a usted en la corte. Si usted quiere defenderse de estas damandas expuastas en las paginas siguientes, usted tiene viente (20) dias de plazo al partir de la fecha de la demanda y la notificacion. Usted de be presentar una apariencla escrita 0 en persona 0 par abogado y archivar en la corte en forma escrita sus defensas 0 sus objeciones alas demandas en contra de su persona. Sea avisado que si usted no se defiende, la corte tomara medidas y puede entrar una orden contra usted sin previa aviso 0 notificacion y por cualquier queja 0 alivio que es pedldo en la peticion de demanda. Usted puede perder dinero 0 sus propiedades 0 otros derechos importantes para usted. LLEVE ESTA DEMANDA A UN ABODAGO IMMEDIATAMENTE. SI NO TIENNE ABOGAD 0 81 NO TIENE EL DINERO SUFICIENTE DE PAGAR TAL SERVICIO, VAYA EN PERSONA 0 LLAME POR TELEFONE A LA OFICINA CUYA DIRECCION SE ENCUENTRA ESCRIDA ABAJO PARA AVERIGUAR DONDE SE PUEDE CONSEGUIR ASSISTENCIA LEGAL: Cumberland County Bar Association 32 S. Bedford Street Carlisle, PA. 17013 -. (717) 249-3166 (800) 990-9108 John W. Purcell, Jr. J.D. 29955 Purcell, Krug & Haller 1719 North Front Street Harrisburg, PA 17102 (717) 234-4178 jourcell(a)okh.com HARSCO CORPORATION Plaintiff, : IN THE COURT OF COMMON PLEAS : CUMBERLAND COUNTY, PENNSYLVANIA : CIVIL ACTION-LAW M.P. PROPANE, INC., MARSHALL MILES AND TOMI MILES, Defendants : NO. OS- - 701 C/'u'Ll't~ vs. COMPLAINT 1. The Plaintiff is Harsco Corporation, a corporation organized and existing under the laws of the state of Delaware, with an address of 4718 Old Gettysburg Road, Suite 300, P,O. Box 8316, Camp Hill, Cumberland, PA 17001-8316. 2. The Defendant is M.P. Propane, Inc., a corporation organized and existing under the laws of the state of Arizona, with an address of Joe Hines Road, Box 879B, Willcox, Arizona 85643. 3. The Defendant Marshall Miles is an adult individual with an address of c/o M.P. Propane, Inc., Joe Hines Road, Box 879B, Willcox, Arizona 85643. 4. The Defendant Tomi Miles is an adult individual with an address of c/o M.P. Propane, Inc., Joe Hines Road, Box 879B, Willcox, Arizona 85643. COUNT I Loan 67 5. Paragraphs 1-4 are hereby incorporated by reference as if set forth at length. 6. On or about February 14, 2000, the Defendant entered into a Commercial Note pursuant to which it agreed to pay to the Plaintiff the sum of $20,625.94, in 59 consecutiye installments of $440.78, commencing 30 days from the date of shipment of equipment separately purchased by Defendant until paid in full. A copy of the Note with all the terms is attached hereto and made a part hereof as Exhibit" A". 7. The equipment referenced in the Note was shipped on February 28, 2000, making the first payment due 30 days thereafter. 2 8. The Defendant is presently in default on its payments on the Note, as the last payment was made on May 4, 2004. 9. There is presently due and owing to the Plaintiff by the Defendant the sum of $2,533.00, representing the unpaid balance on the Note, as of December 31, 2004. COUNT II Loan 001 10. Paragraphs 1-4 are hereby incorporated by reference as if set forth at length. 11. On or about April 17, 2001, the Defendant entered into a Commercial Note pursuant to which is agreed to pay the Plaintiff the sum of $38,840.26 in 59 consecutive installments of $804.38 commencing 30 days from the date of shipment of equipment separately purchased by Defendant until paid in full. A copy of the Note with all the terms is attached hereto and made a part hereof as Exhibit "B". 12. The equipment referenced in the Note was shipped on April 27, 2001, making the first payment due 30 days thereafter. 13. The Defendant is presently in default on its payments on Note, as the last payment was made on May 3, 2004. 3 14. There is presently due and owing to the Plaintiff by the Defendant the sum of $19,938.71, representing the unpaid balance on the aforesaid Note, as of December 31, 2004. COUNT III Loan 002 15. Paragraphs 1-4 are hereby incorporated by reference as if set forth at length. 16. On or about January 29,2002, the Defendant entered into a Commercial Note pursuant to which it agreed to pay the Plaintiff the sum of $19,206.72 in 59 consecutive installments of $397.77 commencing 30 days from the date of shipment of equipment separately purchased by the Defendant until paid in full. A copy of the Note with all the terms is attached hereto and made a part hereof as Exhibit "C". 17. The equipment referenced in the Note was shipped on February 8,2002, making the first payment due 30 days thereafter. 18. The Defendant is presently in default on its payments on Note, as the last payment was made on August 10, 2004. 4 19. There is presently due and owing to the Plaintiff by the Defendant the amount of$12,119.93, as of December 31, 2004. COUNT IV Loan 003 20. Paragraphs 1-4 are hereby incorporated by reference as if set forth at length. 21. On or about May 2,2002, Defendant entered into a Commercial Note pursuant to which it agreed to pay the sum of $19,206.72 in 59 consecutive installments of $397.77 commending 30 days from the date of shipment of equipment separately purchased by the Defendant until paid in full. A copy of the Note with all the terms is attached hereto and made a part hereof as Exhibit "D". 22. The equipment referenced in the Note was shipped on May 29, 2002, making the first payment due 30 days thereafter. 23. The Defendant is presently in default on its payments on Note, as the last payment was made on August 10, 2004. 5 24. There is presently due and owing to the Plaintiff by the Defendant the amount of $14,009.78, representing the unpaid balance on the Note, as of December 31, 2004. COUNT V Loan 004 25. Paragraphs 1-4 are hereby incorporated by reference as if set forth at length. 26. On or about August 30, 2002, Defendant entered into a Commercial Note pursuant to which it agreed to pay the Plaintiff the sum $19,206.72 in 59 consecutive installments of $397.77 commencing 30 days from the date of shipment of equipment separately purchased by Defendant until paid in full. A copy of the Note and all the terms is attached hereto and made a part hereof as Exhibit "E". 27. The equipment referenced in the Note was shipped on September 19, 2002, making the first payment due 30 days thereafter. 28. The Defendant is presently in default on its payments on Note, as the last payment was made on August 10, 2004. 6 29. There is presently due and owing to the Plaintiff by the Defendant the amount of $14,829.26, representing the unpaid balance on the Note, as of December 31, 2004. COUNT VI Loan 005 30. Paragraphs 1-4 are hereby incorporated by reference as if set forth at length. 31. On or about November 21, 2002, the Defendant entered into a Commercial Note pursuant to which it agreed to pay to the Plaintiff the sum of $20,658.00 in 59 consecutive installments of $425.53 commencing 30 days from the date of shipment of equipment separately purchased by Defendant until paid in full. A copy of the Note and all the terms is attached hereto and made a part hereof as Exhibit "F". 32. The equipment referenced in the Note was shipped on December 5, 2002, making the first payment due 30 days thereafter. 33. The Defendant is presently in default on its payments on Note, as the last payment was made on August 10, 2004. 7 34. There is presently due and owing to the Plaintiff by the Defendant the amount of $16,467.31, representing the unpaid balance on the Note, as of December 31, 2004. COUNT VII Loan 006 35. Paragraphs 1-4 are hereby incorporated by reference as if set forth at length. 36. On or about January 22, 2003, the Defendant entered into a Commercial Note pursuant to which it agreed to pay to the Plaintiff the sum of $20,658.00 in 59 consecutive installments of $425.53 commencing 30 days from the date of shipment of equipment separately purchased by Defendant until paid in full. A copy of the Note and all the terms is attached hereto and made a part hereof as Exhibit "G". 37. The equipment referenced in the Note was shipped on February 6, 2003, making the first payment due 30 days thereafter. 38. The Defendant is presently in default on its payments on Note, as the last payment was made on August 10, 2004. 8 39. There is presently due and owing to the Plaintiff by the Defendant the amount of $17,618.61, representing the unpaid balance on the Note, as of December 31,2004. COUNT VIII Loan 007 40. Paragraph 1-4 are hereby incorporated by reference as if set forth at length. 41. On or about December 12, 2003, the Defendant entered into a Commercial Note pursuant to which it agreed to pay to the Plaintiff the sum of $20,658.00 in 59 consecutive installments of $425.53 commencing 30 days from the date of shipment of equipment separately purchased by Defendant until paid in full. A copy of the Note and all the terms is attached hereto and made a part hereof as Exhibit "H". 42. The equipment referenced in the Note was shipped on January 2, 2004, making the first payment due 30 days thereafter. 43. The Defendant is presently in default on its payments on Note, as the last payment was made on August 10, 2004. 9 44. There is presently due and owing to the Plaintiff by the Defendant the amount of $20,587.09, representing the unpaid balance on the Note, as of December 31, 2004. 45. Pursuant to the terms of all of the aforementioned Notes, the Defendant is responsible for the payment of all costs and expenses, including reasonable attorneys fees and disbursements, which may be incurred by Plaintiff in the collection of the Notes with the enforcement of the company's rights and remedies thereunder. 46. Plaintiff has made demand upon the Defendant for the full amount of the above Note obligations, yet despite demand, the Defendant has failed to and/or refused to make payments as aforesaid. 47. The total amount owed on the aforementioned eight note obligations are $118,103.69. COUNT IX Personal Guarantee 48. Paragraphs 1-52 are hereby incorporated by reference as if set forth at length. 10 49. Concurrent with the execution of the aforementioned Notes between Plaintiff and M.P. Propane, Inc., Defendants Marshall Miles and Torni Miles entered into Personal Guaranty Contract with Harsco Corporation, Gas & Fluid Control Group, a copy of which is attached hereto and made a part hereof as Exhibit "I". 50. Pursuant to the Personal Guaranty Contract, Defendants Marshall Miles and Torni Miles agreed that in the event of default on the part of Defendant M.P. Propane, Inc. under its Notes, both past, present and future, Defendants Marshall Miles and Torni Miles would guaranty the payments of all sums due and owing thereunder, including attorney's fees. 51. Defendants Marshall Miles and Torni Miles are in default under the Personal Guaranty Contract. 52. Defendant M.P. Propane, Inc., as primary Obligor and Defendants Marshall Miles and Torni Miles, as Guarantors of the Personal Guaranty Contract, are indebted to the Plaintiff in the amount of $118, 103.69, plus attorney's fees per the Note and Personal Guaranty Contract, plus continuing interest and costs. WHEREFORE, the Plaintiff requests this Honorable Court to enter judgment against Defendant M.P. Propane, Inc., as primary Obligor and Defendants Marshall Miles and Torni Miles, as Guarantors of the Personal Guaranty Contact in the amount 11 of $118, 103.69, plus attorney's fees per the Notes and Personal Guaranty Contract, plus continuing interest, reasonable legal fees, and costs of suit. Respectfully submitted, PURCELL, KRUG & HALLER ~ / Jo W. Purcell, Jr. . #29955 1719 North Front Street Harrisburg, PA 17102 (717) 234-4178 12 CmlMEI-IO.....L I\OTE $10,615.94 F l'Ilruary' ] 4, 1000 FOR VALUE RECEIVED. eac'h of the undersigned. jointly and severally if more than one (hereinafler colleellvely rekrred 10 as "BolTl)lI'er"). promises 10 pay In Ihe order of HARSCO CORPORA TJON (the "Company"), allls offices a1 r i SOld Gelly,hurg Road. 17(1';';. P 0 Bo, 8870. Camp Hill. Pennsylvania J 700J. 8870. Ihe principal amount of Twenty' Thousand Six Hundred Twenl)..five and 94/100 DOLLARS, in lawful money of lhe Uni!ed States, plus interes!. 10 be paid as folloll'S: said principal plus inleresl shall be payable in 59 c.:onsecutive equal monlhly installments of principal ..tnd interest. e<Jch in the umount of $440.78 commencing 30 d;IYS fromlhe dale of shipment of EqUipment and on the same day of the month each month thereafter. each of which . installments shall be applied first 10 the payment of accrued and unpaid interest and then to the payment of principal ;Jnd &! final installmenr in <.In amnunl which is necess;.uy 10 pay in full all of the outstanding principal plu~ accrued and unpaid interest on this NOle on the d;,l\e of the final payment Interest shall accrue al (he T<lle of] 0..25 % per j..mnum. Payments will be applied as aforesaid on the d~lIe received. ADDITIONAL TERMS (lI' TillS NOTE. Each of Ihe followmg provisions shall apply to this Note. to any extension or modification hereof .md to the indeblednt:ss evidem:ed hereby, except as otherwise ex.pressly stated above Of in a separ.lIe writing signed by Camp.my and Borrower. INllEIITEDNESS. This Note evidences lhe indebtedness of Borrower in conneclion wilh the sale of Equipment sold by Company to Borrower. INTEREST. Interest shall be calculaled on the basis of a 360-day year and shall be charged for the actual number of days elapsed. Accrued interesl shall be payable monthly. Accrued inlerest shall also be payable when the enllre principal balance of this NOle becomes due and payable (whether by demand. stated maturity or acceleralion) or, if earlier. when such principal balance is actually paid to Company. Interest shall accrue from the date shipment of Equipment is made by Company. provided. however. that to Ihe eXlenlthis NOle represents a replacement. substitution, renewal or refinancing. of existing indebtedness. interest shall accrue from the d.lte hereof. lmerest shall accrue on the unpaid balance hereof at tbe rale provided for in this NOle until the enlire unpaid balance has been paid in fuJI, notwithstanding the entry of any judgment against Borrower. I'REPA \'JIlENT. Borrower may al its option prepay all or any portion of the principal balance of Ihis Note without premium or penalty. Prepayments shall be applied 10 scheduled installments of principal in the inverse order of their maturity. shall be accompanied by p~yment of accrued interest on the principal amoun! being prepaid and, unless this Note has been acceleraled by Company shall not be permilled in an amount Jess than the scheduled principal installment prior to final maturity of the outstanding principal balance. COLLATERAL, This Note and the indebtedness evidenced hereby shall be secured by any lien or security interest evidenced by a VtTiting (whether nOW existing or hereafter ex.ecuted) which contains a provision to the effect that such lien or security interest is imended lO seCure this Note or indebtedness evidenced hereby. EVEJ\'TS OF DEFAULT. Each of the following shall be an Event of Default hereunder: (a) the nonpayment when due of any amount payable under this NOle or under any obligation or indebtedness to Company of Borrower or any person liable, either absolutely or comingently, for payment of any indebtedness evidenced hereby, including endorsers. guarantors and sureties (each such person is referred to as an "Obligor"); (b) if Borrower or any Obligor has failed to observe or perform any other existing or future agreement with Company of any nature whatsoever; (c) if any representation, warranty, certificate, financial statement or other information made or given by Borrower or any Obligor to Company is materially incorrect or mis1eading~ (d) jf Borrower or any Obligor shaH become insolvent or make an assignment for the benefi! of credi.tors or if any petition shall be filed by or against Borrower or any Obligor under any bankruptcy insolvency law~ (e) the entry of any judgment against Borrower or any Obligor which remains unsatisfied for 15 days or the issuance of any attachment, tax lien, levy or garnishment against any property of material value in which Borrower or any Obligur has an interest; (t) if any attachment, levy, garnishment or similar legal process is served upon Company as a result of any claim against Borrower or any Obligor or against any property of Borrower or any Obligor; (g) the dissolution, merger, consolid.:uion or change in control (as control is defined in Rule 12b.2 under the Securilies Exchange Act of 1 9~4). of any Borrower which is a corporation or p:.mnership. or the sale or tnmsfer of any subswntial ponion of any of Borrower's a~sets, or if any agreement for such dissolution. merger, or consolidalion, chJ.nge in control. sale or transfer is entered into by Borrower, Without the written consent of Company; (h) the death of any Borrower or Obligor who is a natural person; (i) if Company delermines reasonably and in good fa\th that an event has occurred or a condition exists which has had, or is likely to have, a material adverse effect on the financial condition or creditworthiness of Borrower or any Obligor, or on the ability of Borrower or any Obligor 10 perform its obligation evidenced by this NOle; (j) if Borrower shall fail 10 remil promptly when due to the approprrate government agency or authorized depository. any amount collected or '\' I \ :'::::''r-~ ',\) , \- /\ Borrower 10 ~my a.ssignee of Coer ')' or any suhsequent as!<IJ,gnee of such &Jssl,gnc:e. 1/1 he ab.\ulutc and uncondilion:.tL CONSENT TO JURISDICTION AND VENUE .11'1 ANY LEGAL J'ROCEEDING INVOLVING.lllRECTL Y OR INJ>JRECTL y, ANV MA ITER ARISING OUT OF OR RELATED TO TillS NOTE OR TilE RELA TlONSllll' EVmENCEl> lIE1mIlY, EACII lISl>ERSIGNEl> PARTY ItEREBY IRREVOCAIIL Y SLIIIMITS TO TilE NONEXCLlISIVE JlIIUSl>ICTION Of ANY STA TE Oil FEDERAL COURT LOCATED IN ANY COUNTY OF TilE COMMONWEAL I'll Of PENNSYL V MilA WIIERE COMI'ANY MAINTAINS AN OFFICE AND AGREES NOT TO RAISE ANY OIlJECTlON TO SUCII JURISl>ICTION OR TO TilE LA YJNG OR MAINTAINING OF THE VENUE OF ANY SUCJII'ROCEEDING IN SUCH COUNTY. EACH UNDERSIGNED l'AIlTY AGREES TIIATSERVICE Of PROCESS IN ANY SUCH PROCEEDING MAY DE DLTLY EFFECTED UPON IT 11'1' MAILING A COPY THEREOf, BY REGISTERED MAIL, POSTAGE PREPAID, TO EACII UNDERSIGNEDI'ARTY. WAIVER Of JURY TRIAL. EACII UNDEllSIG!>o'EIl pARn' IIEREBY WAIVES AND COMPANY IIY ITS ACCEPTANCE HEREOf THEREBY WAIVES, TRIAL BY JURY IN ANY LEGAL I'ROCEEIlING INVOLVING, D/IlECTLY OR INDIRECTLY. ANY MAITER (\\1IETIlER SOUNDING IN TORT. CONTRACT OR OTHERWISE) IN ANY WA Y ARISING OUT OF OR RELA TED TO T/IIS NOTE OR TilE ll.ELA TIONSIIII' EVIDENCED ImREBY. T/IIS I'UOVISION IS A MA TERIAL INDUCEMENT fOR COMI'ANY TO ENTER INTO, ACCEI'T Oil RELY Ul'ON TillS NOTE. IN WITNESS WHEREOF. Borrower. intending this to be a sealed instrument and intending to be legally bound hereby, has executed and delivered this NOIe as of the day and year first above written. Corporation or Partnership: M.P. Propane. Inc. Bv: {Y\O>..r.-;\\~\\ ~t\f? . 0 Yrt"'S,Dl?t01- By: 'PL1- (,>ft<? .. /vJtI:.J Marshall Miles. President (Print name and title) Individual: \\litness x x (Print name of Witness) (Print name of Borrower) x x (Print name of Witness) (Print name of Borrower) COM~I[J!CIAL NOTE $.1~,~~11.2() April] 7, 21H11 FOR VALUE RECEIVED. eoch of the undersigned. JOInt I)' ond sel'erall)' if more than olle (hereInafter colleclIvcl)' referred t(1 os "Borrower"). promISes 10 poy 10 the order ofHAR5CO CORPORATION (Ihe "Company"), ollb u(tlce, at .;j J SOld Gell)'sburg Rood. J 7055. PO Bo, ~S70. Cal11p Hill, Penllsyilani" 17001. SS70.lhe principo' omount of Thirty-eight Thousand Eight Hundred Forty and 26/100 DOLLARS, In lawful mane)' of the UnJled StOles. plus interest. 10 be paId os follows: SOld prrnclpol plus Inlerest shoJI be poyoble In 59 ccmsecuuve equal monthly Jl1S1al1ments of principal and imerest, each In the ~mOUIl( of $80~.38 commencing .30 d:JYs from the dale of shIpment of Equipment ond on the same d"y of Ihe month each month thereofier, eoch of whIch ins[;..tllments shall be ::Jpplied (II.Sf to the paymem of accrued and unpaId IntereSl ~Ild then to the payment of principal :.lnd::J fin;.d insw.JJmem in an amOUnI which is necessary 10 p;J)' in full all of the OUlst:.mding pnncipal plus accrued ;md unpJid interesl on this NOle on the date of the final payment. Interest sh.alJ accrue 3t the rate of 8.90 % per annum. Payments will be applied a~ aforesaid on the date received ADDITIONAL TEK\IS OFTlIIS NOTE. Eoch of the following provisions shall appl)' 10 thiS NOle. 10 any extenSion 01 modific~lllon hereof and 10 the indebtedness evidenced hereby, excepl as otherwibe expressly stated above or in :.l sep<lr~.1Ie Writing signed by Company and Borrower. 1~1)EIlTEDNESS - This NOle evidences Ihe indebtedness of Borrower In connection with the sale of Equipment sold by Company to Borrower. INTEIUST. lnrerest shall be calculaled on Ihe bosis of 0 360.doy yeol' ond sholl be chorged for the actual number of da)'s elapsed. Accrued interesl sh,,1I be payable monthly. Accrued interesl sholl also be payable when the emire pnnclpal balance of this NOle becomes due and paY'lbJe (whether by demond. stJIed motunt)' or acceleration) or. if earlier. when such pnncipol balance IS actually paid to Compony. interesl shall accrue from the dOle shipment of Equipment is made by Company, provided, however. thaI 10 the eXlenl this Note represents ~ replacement, substitution, renewal or refinancing of existing indebtedness, interesl shall aCcrue from the date hereof. Interesl shall Jccrue on [he unpaid b3lance hereof at the rale prOVIded for in Ihis Nore until the entire unpaid bJlance has been p:.J.id in full, notv.'lthst3nding [he entry of any judgment againsl Borrower. PREJ'A Y1\lENT. Borrower m3Y at its option prepay all or any portion of the pnncipaJ bJ!~nce of this Note without premium or penally. Prepayments shall be applied to scheduled installments of prinCIpal in the inverse order of their mJturity, shall be accompanied by p<lyment of accrued interest on the principal Jmount being prepaid and, unless this NOle has been acceleroted by Comp,ny shall not be permilled in an amount less than the scheduled princlpol inSIJJJmenr prior to final maturity of the outstanding principal balance. COLLA TOtAL - This Note and the indebtedness evidenced hereby shall be secured by any lien or security interest E'vldenced by' J writing (whether now existing or hereafter executed) which contalDs a provision to the effect thaI such lien or secum)' interest is intended to secure this Note or indebtedness evidenced hereby. E\'ENTS OF DEFAULT. Eoch of the following shall be an E"ent of Default hereunder: (a) the nonpaymenl when due of any amount payable under this Note or under any obllgalion or indehredness to Company of Borrower or any person liable. either absolutely or contingently, for pJymenl of any indebledness evidenced hereby, including endorsers, guar:,lnlOrs Jnd sureties (each such person is referred 10 as an "Obllgor"); (b) if Borrower or any Obligor hJS failed to observe or perform any other existmg or future agreement \\IHh Company of any n~rure whatsoever: (c) if any represent3!lon, \""~rr~mry. certificate, fin;jnci..t1 statement or other information made or given by Borrower or any Obhgor to Company is malena/ly Incorrect or misJeadmg: (d) if Borrower or any Obligor shall become insolven: or make an assignment fur the benefit of creditors or if any petition shall be filed by or against Borrower or any Obligor under ~lnY bJnkruptcy insolvency law; (e) rhe entry of any judgment against Borrower or any Obligor whlCh rem:1ins uns;nisfied for 15 day::; or the issuance of any atlachment. lax lien, levy or garnishment against any properry of mJteria) vJlue in which Borrower or Jny Obligor has an inlerest; (f) If Jny anachmenr, levy, garnishment or ~ilmjlar legal process is served upon Company as a resull of any cbIm agamsl Borrower or any Obligor or against an) property of Borrower or Jny Obligor; (gi the dissolution, merger. consolidJuon or change in control (as contraIlS defined in Rule 12b-2 unoer the Securities Exchange ACl of 193~j. of any Borrower which]s a corporation or partnership, or Ihe sale or transfer of any substantial portlOn of any of Borrmver's assets, or if any agreement for such dIssolution. merger. or consolidJrion. change in conrrol, sale or transfer is emered into by Borrower, withour the Wn!ren consent of Company; (h) the death of any Borrower or Obligor who is a nJtural person; (i) if Company determines re;.JsonJbly <lnd ]n good f<lith lhJl an event has occurred or J. condnion exists \I.'hich h<ls had, or is likeJ\' to ho've. a m~neri31 adverse effect on the financi;.J1 condilion or credirv.-orthiness of Borrower Or anv Oblioor or on the ability of Borrower or allY OblIgor to perform its obligation evidenced by this Note; 0) jf Borr~wer shill I 'fJ.il to remll . \, l' promplly when due 10 the :lppropn~lle govern men 1 agency or- ;JUlhonzed deposllory. an)' Jmounr collected Or N, ,'0"\ ')) wilhheld fW!l1 Jny employee n/" I~ "(lwer fur piJ~Hll! wxc.:s, SncI.d SCCUnly' p~l~'nler 'i]' sImilar p;lyroll deducljnl)'\; (k)lfany Obligor shall attempt l rmmate 01 dlsclami such Ob\l:;or':-llabillly 1m lndeblcdnes.\ eVIdenced by IhlS NOle; (J) If Comp;lny sl1.d! rc.:a~unah)y ;Ind 111 ~(lod bull dClermrne and nOllfy BOfl"nwer th:1I ;1I1Y colbler.iI 1"01 this Note or for the indebledness evidcm:ed hereby IS IJlSut'flclent as to qUJil!)' Jnd quanlrty; (mj Jf Burrower sh;dl f;liJ 10 pay when due any maler,"1 mdebledness for borrowed money mher Ihan 10 Company; or (n) If Borrower shall be notified of the failure of Borrower or any Obligor 10 provide financial and other inform:uion promptly when reasonably requested by Company, COMPANY'S REMEDIES - Upon occurrence of one or more Events of Default. unless Company eleClS otherwise. Ihe entire unpaid balance Oflhis NOIe and all accrued intcresl shall be Immedialely due and payable wnhoul nOllce 10 Borrower or any Obligor, and Comp:m)' nlJY, immediately or.:lt any time there,:lfter, exercise :my or all of its right:; and remedies hereunder or under any agreement or otherwise under applicable law against Borrower, any Obliger and any collateral. Company mJY exercise its rights ;J.nd remedie$ in any order and mJY, at its option, del;!)' in or refrain from exercisin!! some or all of its rights and remedies without prejudice thereto. if Borrower fails to make any paymem when du~ hereunder, Borrower shall pay Company;! service charge of five percent (5%) of such delmqucnt amoum plus imereslthereon from the due dale thereof until paid aI lhe rale set fonh above, NOTICE TO llORROWER. Any nOlice reqUired to be given by Company under Ihe proVisions of thIS Note shaJI be effective as 10 each Borrower and e<lch Obligor when addressed to Borrower and deposited in the mail. postage prepaid, for deliver)' by first class m<.liJ ilt Borrower's mailing <.lddress as it appears on Company's records. I'A YlIIENTS . All payments due under lhis NOle are to be made In immedialely available funds. ]f Company accepls p.:Jyment in any other form, such paymenl shall not be deemed to have been made until the funds comprising such payment have actually been received by or made available 10 Company, l'A l'MENT OF COSTS. In addition 10 the principal and interest payable hereunder, Borrower agrees \0 pay Company. on demand. all coSlS and expenses (including reasonable allorney's fees and disbursements) which may be incurred by Company in lbe collection of this Note or the enforcement of Company's rights and remedies hereunder. REPRESE1\"TA TIONS BY nORROWER - If Borrower is a corporation or limited partnership, Borrower represents and warrants th:.lt it is validly existing and in good standing in the jurisdiction under whose laws it W.:JS organized. If Borrower is a corpor.:llion, Borrower represents and warrants that the execution, delivery and performance of this Note are within Borrower's corporate powers. have been duly authorized by all necessmy action by Borrower's Board of directors, and are not in contravention of the terms of Borrower's chaner, by.laws, or any resolution of its Board of Directors, If Borrower is a general or limited partnership, Borrower represents and warrants that the execution, delivery Jnd performance of this Note have been duly authorized nnd are nOl m contlic! with llny provlsion of Borrower's partnership agreement or cenificate of limited partnership, Borrower further represents and warrants thaI this Note has been validly executed and is enforceable in accordance with its terms. that the execution, delivery and performance by Borrower of this Note are not in contravention of Jaw and do nol conflict with any indenture, agreement or undertaking to which Borrower is a pany or is otherwise bound, and that no consent or approval of any governmental authority or any third party is required in connection with the execution, delivery and performance of this Note WAIVER. ETC. - Borrower and each Obligor waive presentment, dishonor. notice of dishonor, protest and notice of protest. Neither the failure nor any delay on the parr of Company to exercise any right. remedy. power or pnviJege hereunder shall operate as a waJ\'er or modification thereof. No consent, waiver or modification of the terms of thlS Note shalJ be effective unless sel forth in a v,Tiling sJgned by Company. All rights and remedies of Company are cumulative Jnd concurrent Jnd no single or partial exerClse of any power or privilege sh:J!J preclude any Dlher funher exercise of any right, power or privilege. MlSCELLAt-."EODS - This Nme is the unconditional obligation of Borrower, and Borrower agrees that Company :;h~,dJ not be required to exercise any of its rights or remedies againsl any collateral in which J! holds n lien or security Interest or agJinst which it has a right of setoff or against any p~1f[icular Obligor. All representation, warranties and agreements herein are made jointly and severally by each Borrower. If any provision of this Note shall be held im'31id or unenforceable, such validlIY or unenforceability shall nOl affect an.y other provision hereof. To the extenl th.:ll this Note represents ;l replacement, substitution, renewal or refin:lncing of a pre-existing note or other eyidence of Indebtedness, the indebtedness represented by such pre.existing note or other instrument shall not be deemed to hJve been extinguished hereby. This Note has been delivered in and shall be go\rerned by and construed in <.lccordance with the laws of the Commonwealth of Pennsylvania without regard to the 1<.1\1.' conflicts. This Note sh.dl be bmding upon each Borrower und each Obligor and upon their personal representatives, hejr~, successors and assigns, and shall benefil Company and its successors and assigns. ASSIG1\1\fENT BY COMPA!\l.' - Company may assign Or transfer. and Borrower herebv consents to the assi!:!nment or tr;lnsfcr. of Comp:.mv's inlcrest in this Nale v,'lthout notice to Borrower. Borrower ,~!:!rees that the iiabiJir~' of . - , Borrower [0 any :.Jssignee of Co!: ~y or :.Jny subsequent :.Jsslgnee of such ;,tssignee. "Ill be :.JbsoluLe and unconditional. CONSENT TO JURISDICTION AND VEi'o'UE -IN ANY LEGAL I'ROCEEDlNG INVOLVING, DlllECTLY OR INDlRECTL Y. ANY MA'!TER ARISING OUT OF OR IlELA TED TO TIIIS NOTE OR TilE RELATIONSIIII' EVIllENCEDIIEllEllY, EACH UNDERSIGi'o'En pARTV IIEREBY IRREVOCABLY SUBMITS TO TilE NONEXCLUSIVE JURISlllCTlON OF ANY STA TE 011 FEDERAL COURT LOCA TED IN AJ\'Y COUi'o'TY OF TIlE COMMONWEALTII OF pENNSYL VANIA WHERE COMPANY ~lAli'o'TAINS AN OFFICE AND AGREES NOT TO RAISE Ai'o'\' OBJECTION TO SUCII JURISDICTION OR TO TilE LA YING OR ~IAINTAINING OF THE VENUE OF ANY SUCII PROCEEDING IN SUCII COUNTY. EACII UNDERSIGi'o'ED PARTY AGREES TlIAT SERVICE OF PROCESS IN ANY SUCH PROCEEDING MAl' BE DULY EFFECTEDUI'ON IT BYMAILlNG A COpy TIIEREOF, BY REGISTERED MAIL, POSTAGE PREpAIll. TO EACH Ui'o'DERSIGi'o'EDPARTY. WAlVEIl OF JURY TIUAL - EACII UNDERSIGNED I'AIlTl'IIEtlEBY WAIVES AND COMPANY BY ITS ACCEPTANCE HEREOF TIIEREBY WAlVES, TRIAL BY JURY IN ANY LEGAL PROCEEDING INVOLVING, DIRECTLY 011 INDlRECTL V, ANY MA '!TER (WHETHER SOUNDING IN TORT, CONTIlACT 011 OTHERWISE) IN ANY WA Y ARISING OUT OF 011 RELA TED TO TillS NOTE OR THE RELA TIONSIUI' EVIllENCED IIEREB\'. TillS PROVISION IS A ~IA TEIUAL INDUCEMENT FOR COMPANV TO Ei'o'TER INTO, ACCEPT OR REL \' UPON TIIlS NOTE. IN WITNESS WHEREOF, Borrower. intending this to be a sealed instrument and intending to be legally bound hereby, has executed and delivered this Note as of the day and year flf5! above wrlt\en. Corporation or Partnership: M.P. Propane, Inc. By: By: 1fY&v<dd/<1f1k Marshall Miles. President (Print name and title) Individual: \\'itness x x (Print name of Witness) (Print name of Borrower) x x (Print name ofWirness) (Print name of Borrower) CO~IMERClAL NOTE . ',$ 19.201,.72 JmlU.r)' 29, 2002 FOR VALUE RECEIVED. each of the undeTSlgned. joinlly and severally if more than one (hereinafter collectively referred to as "Borrower"). promises to pay 10 the order of HARSCO CORPORA TION (the "Company"). at its offices at 4718 Old Gettysburg Rd., Ste 300. P. O. Bo, 8316. Camp Hill, PA 1700J,8316, the principal amount of Nineteen Thousand Two Hundred Six and 72/100 DOLLARS. in lawful money of the United States. plus interest. to he paid as follows: said principal plus mterest shall be payable in S9 consecutive equal monthly installments of principal and interest. each in the amoul11 of5397.77 commencing 30 days from date of shipment of Equipment and on the same day oftbe month each month thereafter. each of which installments shall be applied first to the payment of accrued and unpaid interest and then to the paymenl of principal and a final installment in an amount which is necessary 10 pay in full all of the outslandmg pnncipal plus accrued and unpaid interest on this Note on the date of the final payment. Interest shall accrue althe rate of 8.90% per annum. I'.yments will be applied as aforesaid on the date received. ADlltTlONAI. TERMS OF THIS NOTE. Each of the following provisions shall apply to this Note. 10 any extension or modification hereof and to the indebtedness evidenced hereby, except as otherwise expressly stated above or in " separate writing signed by Company and Borrower. INI,[/ITEllNESS, This Note evidences the indebtcdness of Borrower in connection with the sale of Equipment sold by Company to Borrower. I.~T[IIEST - Interest shall be caleulated on the basis of a 36D-day year and shall be charged for the actual number of days elapsed. Accrued interest shall be payable monthly. Accrued interest shall also be payable when the entire principal balance oflhis Note becomes due and payable (whether by demand. stated maturity or accelerauon) or, if earlier. when suclJ principal bal.nce is actually paid to Company. Interest shall accrue from the date shipment of EqUlpment is made by Company, provided, however, that to the extent this Note represents a replacement. substitution, renewal or refinancing of existing indebtedness. interest shall accrue from the date hereof. Interest shall accrue on the unpaid balance hereof at the rate provided for in this Note until the entire unpaid balance has been paid 111 full. notwithstanding the entry of any judgment against Borrower. l'IIEI'AYMENT - A prepayment ofprincipaJ (including any principal repayment as a result of acceleration by Company of this Note) shall require immediate payment to Company ofa prepayment fee equal to 1.5% ofthe principal amount being prepaid. Prepayments shall be applied to scheduled installments ofprincipaJ in the inverse order of their maturity, shall be accompanied by payment of accrued interest on the principal amount being prepaid and. unless this Note has been accelerated by Company shall not be pennined in an amount less than the scheduled princip31 instal1ment prior to final maturity of the outstanding principal balance. COLLA TEI<At. - This Note and the indehtedness evidenced hereby sball be secured by any lien or security mterest evidenced by a Miting (whether now existing or hereaHer executed) which contains a provision to the effect that such lien or security interest is intended to secure this Note or indebtedness evidenced hereby. EVE~TS OF DEFAllLT - Each of the following shall be an Event of Default hereunder: (a) the nonpayment when due of any amount payable under this Note or under any obligation or indebtedness to Company of Borrower or any person liable, either absolutely or contingently. for payment of any indebtedness evidenced hereby, including endorsers, guarantors and sureties (each such person is referred to as an "Obligor"); (b) if Borrower or any Obligor has failed to observe or perform any other existing or future agreement with Company of any nature whatsoever; (c) if any representation, warranty, certificate, financial statement or other information made or given by Borrower or any Obligor to Company is materially incorrect or misleading; (d) if Borrower or any OblJgor shall become insolvent or make an assignment for the benefit of creditors or if any petition shaU be filed by or against Bon-ower or any Obligor under any bankruptcy or insolvency law; (e) tlie enrry of any judgment against Borrower or any Obligor \\-'hich remains unsatisfied for 15 days Of the issuance of any attachment, tax lien, levy or garnishment against any property of material value in which Borrower 01' any Obligor has an interest; (f) if any attachment. levy, 1lamislunent or similar legal process is served upon Company as a result of any claim against Borrower Of any Obligor or against any property of Borrower or any Obligor; (g) the dissolution. merger, consolidation or change in control (as control lS defined in Rule 12b-2 under the Security Exchange Act of 1934). of any Borrower which is a corporation or partnership, or the sale or transfer of any substantial portion of any of Borrower's assets, or if any agreement for such dissolution, merger, or consolidation, change in conh"oJ, sale or transfer is entered into by Borrower, without the written consent of Company; (h) the death of any Borrower or Obligor who is a natural person; (i) if Company determines reasonably and in good faith that an evt:llt has occurred or a condition exists which has had, or is likely to have. ;:l material adverse effect on the financial condition or creditworthiness of Borrower or any Obligor, or on the ability of Borrower or any Obligor to perform its ~bligation evidenced by this Note; U) if Borrower shall fail to remil promptly when due to the appropriate governmen\ agency or authorized"qepository, any amount collected or , E1-h,\] , \ C", ',wtthheld from any employee of I ,lWeI' for payrollwxed. SocIal Secunty paymel r similar payroll deductlOn,; (k) if any Obligor shall attempt to ternlina,,' or disclall1l such Obligor', liability for the indebtedness evidenced by this Note; (I) ,fCompany shall reasonably and in good faith determllle and noufy Bon'ower that any collateral for tillS Note or for the indebtedness evidenced hereby is InsuffiCIent as to quality or quantity; (m) if Bonower shall fail to pay when due any material indebtedness for bonowed money other than to Company; of (n) if Bonower shall be notified of the failure of Borrower or any Obligor to provide financial and other information promptly when reasonably requested by Company. COM'"ANY'S .{[MEOIES - Upon the occurrence of one or more Events of Default, unless Company ejects otherwise. the entire unpaid balance of this Note and all accrued lIlIerest shall be immediately due and payable without notice to Borrower or any Obligor, and Company may, immediately or at any time thereafter, exercise any or all of its rights and remedies hereunder or under any agreement or otherwise under applicable law against Borrower, any Obligor and any coll;11eral. Company may exercise its rights and remedies in any order and may, at its option, delay in or refrain from exercising some or aU of Its rights aJld remedies without prejudice thereto, If Borrower fails to make any payment when due hereunder. Bon'ower shall pay company a service charge of five percent (5%) of such delinquent amount plus interest thereon from the due date thereof until paid at the rate set fonh above. NOTICE TO BORROWER - Any notice required to be gl\'en by Company under the provisions of this Note shall be effective as to each Borrower and each Obligor when addressed to Borrower and deposited in the mail, postage prepaid. for delivery by first class mail at Borrower's mailing address as it appears on Company's records. I'A YMENTS - All payments due under this Note are to be made in immediately available funds, If Company accepts payment in any other fonn, such payment shall not be deemed to have been made until the funds comprising such payment have actually been received by or made available to Company. I'AYMENT OF COSTS -In addition to the principal and Interest payable hereunder, Bonower agrees to pay Company. on demand, all costs and expenses (including reasonable attorney's fees and disbursements) which may be incurred by Company in the collection of this Note or the enforcement of Company's rights and remedied hereunder. REI'I.f.ESENTATlONS BY UOI{R()\VER -If Borrower is a corporOltion or a general or limited partnership, Borrower represents and warrants thal it is validly existing and in good standing in the jurisdiction under whose laws it was organized. If Borrower is a cOIporarion, Borrower represents and warrants that the execution, delivery and perfoffilance of this Note are within Borrower's corporate powers, have been duly authorized by all necessary action by Borrower's Board of Directors, and are not in contravention of the terms of Borrower's charter, by-laws, or any resolution of its Board of Directors. If Bon-ower is 3 general or limited partnership, Borrower represents and warrants that the execution, delivery and performance of this Note have been duly authorized and are not m conflict with any provision of Borrower's partnership agreement or certificate oflimited partnership. Borrower further represents and warrants that this Note has been vahdly executed and is enforceable in accordance with Its terms. that the execution, delivery and performance by Bon-ower of this Note are not in contravention of 13w and do not conflict with any indenture, agreement or undertaking to which BOlTower is a party or is otherwise bound, and that no consent or approval of any governmental authority or any third party is required in connectIon with the execution, delivery and performance of this Note, WAIVER. ETC., ~ Borrower and each Obligor waive presentment, dishonor, notice of dishonor, protest and notice of protest. Neither the failure nor any delay on the pJrt afCompany to exercise any right, remedy, power or privilege hereunder shall operate as a waiver or modification thereof. No consent, waiver or modification of the terms of this Note shall be effective unless set forth in a writing signed by company. All rigbts and remedies of Company are cumulatIve and concurrent and no single or partial exercise of any power or privilege shall preclude any other or further exercise of any right, power or privilege. I\IISCf.LLANEOllS - This Note is the unconditional obligation of Borrower, and Borrower agrees that Company shall not be required to exercise any of its rights or remedies OlgJinst any collateral in which it holds a lien or security interest or against which it has a right of setoff or against allY particular Obligor. AU representation, warranties and Jgreements herein are made jointly and severally by each Borrower. If any provisjon of this Note shall be held invalid or unenforceable, ~uch invalidity of un enforceability shall not affect any other provision hereof To the extent that this Note represents a replacement, substitution, renewal or refmancing of a pre-existing note or other evidence of indebtedness, the indebtedness represented by sllch pre-existing note or other instrument shall not be deemed to have been extinguished hereby. ThlS NOle has been delivered in and shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without regard to the law conflicts. This Note shall be binding upon each Borrower and each Obligor and upon their personal representatives, heirs, successors and assigns. and shall benefit Company and its successors and assigns. ASSIGl\'.I\1fNT BY COMI)AN\'. Como~my m:lY ;}ssign or 1ransfer, and Borrower hereby consents to the 3.ssignment or ,transfer, of Company's interest i1, , Note without notice to Borrower. Borrower es that the l1;}bihty of Borrower to any assignee of Company or any subsequent assignee of such assignee, snail be absolute and unconditional, CONSENT TO JURISDICTION AND VENUE. IN ANY LEGAl. I'ROCEEmNG INVOLVING, IlIRECTl v OIllNllI/lECTl Y. ANV MAlTER ARISING OUT OF OR RElATEIl TO THIS NOTE OR THE RELATlONSllII' EVIIlENCEIl HEREDY, EACH UNDERSIGNED PARTV HEREDV IRREVOCADLY SUDMITS TO TilE NONEXCLlISIVE JllRISDICTION OF ANV STATE 011 FEDERAL COUIlT LOCATED IN ANY COlINTY OF THE COMMONWEALTH OF PENNSYLVANIA WHERE COMI'ANY MAINTAINS AN OFFICE AND AGREES NOT TO RAISE AN\' OIUECTION TO StlCII JURISDICTION OR TO THE LA YING 011 MAINTAINING OF TilE VENUE OF ANY SUCII I'ROCEEUlNG IN SUCH COUNTY. EACH IINDERSIGN[t) I'ARTY AGREES THAT SERVICE OF PROCESS IN ANY StICH PROCEEDING MAY DE DULY EFFECTED tlPON IT IlY MAILING A COpy THEREOF.IlY REGISTERED MAIl. I'OSTAGE PREI'AIIl. TO EACH UNDERSIGNED PARTY. WAIVER OF JURY TRIAL - EACH IINDERSIGNED l'AIlTY HEREIlY WAIYES AND COMI'ANY DY ITS ACCEPTANCE HEREOF THEREIlY W AIYES, TRIAL IlY JURY IN ANY LEGAl. PllOCEEDING IN VOl. VING. DIRECTLY OR INDlRECTI. Y, ANY MAlTER (WHETHER SOUNDING IN TOIlT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OlIT OF OR RELATEIl TO THIS NOTE OR THE IIELATIONSHII' EYII>ENCED HEREIlY. THIS PROVISIO.~ IS A MATEIUAL INDUCEMENT FOil COMPAIW TO ENTER INTO. ACCEI'T OR RELY liPON TIllS NOTE. IN WITNESS WHEREOF, Borrower, intending this to be a sealed instrument and intending to be legally bound hereby, has executed and delivered this Note as of lhe day and year first above wrinen, CorpOraliQn Qr Partnership: By: M.P. Propane, Inc. S/GN HERE " /. ;//7 1/',1 By: .1//,i14fu.0'c.ftr~.:J Marshall Miles. President (Print name and title) ---.......~-- Individuals: Witness Borrower x x (Print name of Wimess) (Print name of Borrower) x x (Print name of Wi mess) (Print name of Borrower) COM:\IERClAL ,,"OTE $19,206.72 May 2, 2002 FOR VALUE RECEIVED, each of the undersigned. Jointly and severally if more than one (hereinafter collectively referred to as "Borrower"), promises to pay to the order of HARSCO CORPORATION (the "Company"). at its offices at 4718 Old Gettysburg Rd.. Ste 300, P. O. Box 8316, Camp Hill, PA 17001-8316. the principal amount of Nineteen Thousand Two Hundred Seventeen and .60/100 DOLLARS, in lawful money of the United States, plus interest, to be paid as follows: said principal plus interest shall be payable in 59 consecutive equal monthly installments of principal and interest. each in the amount of $397.77 commencing 30 days from date of shipment of Equipment and on the same day of the month each month thereafter, each of which installments shall be applied first to the payment of accrued and unpaid interest and then to the payment of principal and a final installment in an amount which is necessary to pay in full all of the outstanding principal plus accrued and unpaid interest on this Note on the date of the fmal payment. Interest shall accrue at the rate of8.90% per annum. Payments will be applied as aforesaid on the date received. ADDITIONAL TERMS OF THIS NOTE - Each of the following provisions shall apply to this Note. to any extension or modification hereof and to the indebtedness evidenced hereby, except as otherwise expressly stated above or in a separate writing signed by Company and Borrower. INDEBTEDNESS. This Note evidences the indebtedness of Borrower in connection with the sale of Equipment sold by Company to Borrower. INTEREST - Interest shall be calculated on the basis of a 360-day year and shall be charged for the actual number of days elapsed. Accrued interest shall be payable monthly. Accmed interest shall also be payable when the entire principal balance of this Note becomes due and payable (whether by demand, stated maturity or acceleration) or, if earlier, when such principal balance is actually paid to Company. Interest shall accrue from the date shipment of Equipment is made by Company, provided, however, that to the extent this Note represents a replacement, substitution, renewal or refinancing of existing indebtedness, interest shall accme from the date hereof. Interest shall accrue on the unpaid balance hereof at the rate provided for in this Note until the entire unpaid balance has been paid in full, notwithstanding the entry of any judgment ag:J.inst Borrower. PREPAYMENT - A prepayment of principal (including any principal repayment as a result of acceleration by Company of this Note) shall require immediate payment to Company ofa prepayment fee equal to 1.5% of the principal amount being prepaid. Prepayments shall be applied to scheduled installments of principal in the inverse order of their maturity, shall be accompanied by payment of accrued interest on the principal amount being prepaid and, unless this Note has been accelerated by Company shall not be pennitted in an amount less than the scheduled principal installment prior to fmal maturity of the outstanding principal balance. COLLATERAL - This Note and the indebtedness evidenced hereby shall be secured by any lien or security interest evidenced by a writing (whether now existing or hereafter executed) which contains a provision to the effect that such lien or security interest is intended to secure this Note or indebtedness evidenced hereby. EVENTS OF DEFAULT - Each of the following shall be an Event of Default hereunder: (aJ the nonpayment when due of any amount payable under this Note or under any obligation or indebtedness to Company of Borrower or any person liable, either absolutely or contingently, for payment of any indebtedness evidenced hereby, including endorsers, guarantors and sureties (each such person is referred to as an "Obligor"): (b) if Borrower or any Obligor has failed to observe or perform any other existing or future agreement with Company of any nature whatsoever; (c) if any representation, warranty, certificate, fmancial statement or other information made or given by Borrower or any Obligor to Company is materially incorrect or misleading; (d) if Borrower or any Obligor shall become insolvent or make an assignment for the benefit of creditors or if any petition shall be filed by or against Borrower or any Obligor under any bankruptcy or insolvency law; (e) the entry of any judgment against Borrower or any Obligor which remains unsatisfied for 15 days or the issuance of any attachment, tax lien, levy or garnishment against any property of material value in which Borrower or any Obligor has an interest; (I) if any attachment, levy, garnishment or similar legal process is served upon Company as a result of any claim against Borrower or any Obligor or against any property of Borrower or any Obligor; (g) the dissolution, merger, consolidation or change in control (as control is defined in Rule 12b-2 under the Security Exchange Act of 1934), of any Borrower which is a corporation or partnership, or the sale or transfer of any substantial portion of any of Borrower's assets, or if any agreement for such dissolution, merger. or consolidation, change in control, sale Of transfer is entered into by Borrower, without the written consent of Company; (h) the death of any Borrower or Obligor who is a natural person; (i) if Company detennines reasonably and in good faith that an event has occurred or a condition exists which has had. or is likely to have, a material adverse effect on the financial condition or creditworthiness of Borrower or any Obligor, or on the ability of Borrower or any Obligor to perform its obligation evidenced by this Note; (j) if Borrower shall fail to remit promptly when due to the appropriate government agency or authorized depository, any amount collected or E)'-\'~' \ "\j' wlthheld from any employee of Borrower for payroll taxed, Social Security payments or similar payroll deductions; (k) If any Obltgor shall attempt' terminate or disclaim such Obligor's ltability fa' the indebtedness evidenced by this Note; (I) if Company shall ionably and in good faith determine and notify :rower that any collateral for rhisNote or for the indebtedness evidenced hereby is insufficient as to quality or quantity; (m) if Borrower shall fail to pay when due any material indebtedness for borrowed money other than to Company; of (n) if Borrower shall be notified of the failure of Borrower or any Obligor to provide financial and other infonnation promptly when reasonably requested by Company. COMPANY'S REMEDIES ~ Upon the occurrence of one or more Events of Default, unless Company elects otherwise, the entire unpaid balance of this Note and all accrued interest shall be immediately due and payable without notice to Borrower or any Obligor, and Company may, immediately or at any time thereafter, exercise any or all of its rights and remedies hereunder or under any agreement or otherwise under applicable law against Borrower, any Obligor and any collateral. Company may exercise its rights and remedies in any order and may, at its option, delay in or refrain from exercising some or all of its rights and remedies without prejudice thereto. If Borrower fails to make any payment when due hereunder, Borrower shall pay company a service charge of five percent (5%) of such delinquent amount plus interest thereon from the due date thereof until paid at the rate set forth above. NOTICE TO BORROWER - Any notice required to be given by Company under the provisions of this Note shall be effective as to each Borrower and each Obligor when addressed to Borrower and deposited in the mail, postage prepaid, for delivery by fIrst class mail at Bon-ower's mailing address as it appears on Company's records. PA YMENTS - All payments due under this Note are to be made in immediately available funds. If Company accepts payment in any other form, such payment shall not be deemed to have been made until the funds comprising such payment have actually been received by or made available to Company. PAYMENT OF COSTS. In addition to the principal and interest payable hereunder, Borrower agrees to pay Company, on demand, all costs and expenses (including reasonable attomey's fees and disbursements) which may be incurred by Company in the collection of this Note or the enforcement of Company's rights and remedied hereunder. REPRESENTATIONS BY BORROWER - If Borrower is a corporation or a general or limited partnership, Borrower represents and \varrants that it is validly existing and in good standing in the jurisdiction under whose laws it was organized. If Borrower is a corporation, Borrower represents and warrants that the execution, delivery and performance of this Note are within Borrower's corporate powers, have been duly authorized by all necessary action by Borrower's Board of Directors, and are not in contravention of the terms of Borrower's charter, by-laws, or any resolution of its Board of Directors. If Borrower is a general or limited partnership, Borrower represents and warrants that the execution, delivery and performance of this Note have been duly authorized and are not in conflict with any provision of Borrower's partnership agreement or certificate of limited partnership. Borrower further represents and warrants that this Note has been validly executed and is enforceable in accordance with its terms, that the execution, delivery and performance by Borrower of this Note are not in contravention of law and do not conflict with any indenture, agreement or undertaking to which Borrower is a party or is otherwise bound, and that no consent or approval of any governmental authority or any third party is required in connection with the execution, delivery and performance of this Note. WAIVER, ETC., - Borrower and each Obligor waive presennnent, dishonor. notice of dishonor, protest and notice of protest. Neither the failure nor any delay on the part of Company to exercise any right, remedy, power or privilege hereunder shall operate as a waiver or modification thereof. No consent, waiver or modification of the terms of this Note shall be effeclive unless set forth in a Miting signed by company. All rights and remedies of Company are cumulative and concurrent and no single or partial exercise of any power or privilege shall preclude any other or further exercise of any right, power or privilege. MISCELLANEOUS - This Note is the unconditional obligation of Borrower, and Borrower agrees that Company shall not be required to exercise any of its rights or remedies against any collateral in which it holds a lien or security interest or against which it has a right of setoff or against any particular Obligor. All representation, warranties and agreements herein are made jointly and severally by each Borrower. If any provision of this Note shall be held invalid or unenforceable, such invalidity ofunenforceability shall not affect any other provision hereof. To the extent that this Note represents a replacement, substitution. renewal or refmancing of a pre-existing note or other evidence of indebtedness, the indebtedness represented by such pre-existing note or other instrument shall not be deemed to have been extinguished hereby. This Note has been delivered in and shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without regard to the law conflicts. This Note shall be binding upon each Borrower and each Obligor and upon their personal representatives, heirs, successors and assigns, and shall benefit Company and its successors and assigns. ASSIGNMENT BY COMPANY - Company may assign or transfer, and Borrower hereby consents to the assignment or transfer, of Company's interest in this Note without notice to Borrower. Borrower agrees that the liability of tsorrower to any assignee of Company or any subsequent assignee of such assignee, shall be absolute and unconditional. ::ONSENT TO JURISDICTION M'iD VENUE - IN ANY LEGAL PROCEEDING INVOLVll'G. DIRECTLY OR INDIRECTL Y. ANY MA ITER ARISING OUT OF OR RELATED TO THIS NOTE OR THE RELATIONSHIP EVlDE:\'CED HEREBY, EACH UNDERSIGNED PARTY HEREBY IRREVOCABLY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED IN Ail/Y COUNTY OF THE COMMONWEALTH OF PENNSYLVANIA WHERE COMPANY MAl NT AINS AN OFFICE ANn AGREES NOT TO RAISE ANY OBJECTION TO SUCH JURISDICTION OR TO THE LAYING OR MAINTAINING OF THE VENUE OF ANY SUCH PROCEEDING IN SUCH COUNTY. EACH UNDERSIGNED PARTY AGREES THAT SERVICE OF PROCESS IN ANY SUCH PROCEEDING MAY BE DULY EFFECTED UPON IT BY MAILING A COpy THEREOF, BY REGISTERED MAIL, POSTAGE PREPAID, TO EACH UNDERSIGNED PARTY. WAIVER OF JURY TRIAL - EACH UNDERSIGNED PARTY HEREBY WAIVES AND COMPANY BY ITS ACCEPTANCE HEREOF THEREBY WAIVES, TRIAL BY JURY IN ANY LEGAL PROCEEDING INVOLVING, DlRECTL Y OR INDIRECTLY, ANY MA ITER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF OR RELATED TO THIS NOTE OR THE RELATIONSHIP EVIDENCED HEREBY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR COMPANY TO ENTER INTO. ACCEPT OR RELY UPON THIS NOTE. IN WITNESS WHEREOF, Borrower, intending this to be a sealed instrument and intending to be legally bound hereby, has executed and delivered this Note as of the day and year first above written. Corporation or Partnership: By: {Y\o.rs\-,.c.t\\ \Y\,k-::, .8<.,~" '':;, \) t"w'l (Print name and title) ::'~ Marshall Miles. President Individuals: Witness Borrower x x (Print name of Borrower) (Print name of Witness) x x (Print name of Borrower) (Print name of Witness) COL\U[ERC[AL NOTE 5[9,206.72 August 30, 2002 FOR VALUE RECEIVED, each of the undersigned, jointly and severally if more than one (hereinafter collectively referred to as "Borrower"). promises to pay to the order ofHARSCO CORPORATION (the "Company"), at ilS offices at 4718 Old Gettysburg Rd., Ste 300, P. O. Box 8316, Camp Hit!. PA 17001-8316. the principal amount of Nineteen Thousand Two Hundred six and .72/100 DOLLARS, in lawful money of the United States, plus interest, to be paid as follows: said principal plus interest shall be payable in 59 consecutive equal monthly installments of principal and interest, each in the amount of $397.77 commencing 30 days from date of shipment of Equipment and on the same day of the month each month thereafter, each of which installments shall be applied first to the payment of accrued and unpaid interest and then to the payment of principal and a final installment in an amount which is necessary to pay in full all of the outstanding principal plus accrued and unpaid interest on this Note on the date of the final payment. Interest shall accrue at the rate of 8.9% per annum. Payments will be applied as aforesaid on the date received. ADDITIONAL TERMS OF THIS NOTE - Each oflhe following provisions shall apply to this Note, to any extension or modification hereof and to the indebtedness evidenced hereby, except as otherwise expressly stated above or in a separate writing signed by Company and Borrower. INDEBTEDNESS. This Note evidences the indebtedness of Borrower in connection with the sale of Equipment sold by Company to Borrower. INTEREST - Interest shall be calculated on the basis of a 360-day year and shall be charged for the actual number of days elapsed. Accrued interest shall be payable monthly. Accrued interest shall also be payable when the entire principal balance of this Note becomes due and payable (whether by demand, stated maturity or acceleration) or, if earlier. when such principal balance is actually paid to Company. Interest shall accrue from the date shipment of Equipment is made by Company, provided, however, that to the extent this Note represents a replacement, substitution. renewal or refinancing of existing indebtedness. interest shall accrue from the date hereof. Interest shall accrue on the unpaid balance hereof at the rate provided for in this Note until the entire unpaid balance has been paid in full. notwithstanding the entty of any judgment against Borrower. PREPAYMENT - A prepayment of principal (including any principal repayment as a result of acceleration by Company of this Note) shall require immediate payment to Company ofa prepayment fee equal to 1.5% of the principal amount being prepaid. Prepayments shall be applied to scheduled installments of principal in the inverse order of their maturity, shaIl be accompanied by payment of accrued interest on the principal amount being prepaid and, unless this Note has been accelerated by Company shall not be permitted in an amount less than the scheduled principal installment prior to final maturity of the outstanding principal balance. COLLATERAL - This Note and the indebtedness evidenced hereby shall be secured by any lien or security interest evidenced by a writing (whether now existing or hereafter executed) which contains a provision to the effect that such lien or security interest is intended to secure this Note or indebtedness evidenced hereby. EVENTS OF DEFAULT - Each of the foIlowing shaIl be an Event of Default hereunder: (a) the nonpayment when due of any amount payable under this Note or under any obligation or indebtedness to Company of Borrower or any person liable, either absolutely or contingently, for payment of any indebtedness evidenced hereby, including endorsers, guarantors and sureties (each such person is referred to as an "Obligor"); (b) if Borrower or any Obligor has failed to observe or perform any other existing or future agreement with Company of any nature whatsoever; (c) if any representation. warranty, certificate, financial statement or other information made or given by Borrower or any Obligor to Company is materially incorrect or misleading; (d) if Borrower or any Obligor shaIl become insolvent or make an assignment for the benefit of creditors or if any petition shaIl be filed by or against Borrower or any Obligor under any bankruptcy or insolvency law: (e) the entty of any judgment against Borrower or any Obligor which remains unsatisfied for 15 days or the issuance of any attachment, tax lien. levy or garnishment against any property of material value in which Borrower or any Obligor has an interest: (f) ifany attachment, levy, garnishment or similar legal process is served upon Company as a result of any claim against Borrower or any Obligor or against any property of Borrower or any Obligor; (g) the dissolution, merger, consolidation or change in control (as control is defined in Rule 12b-2 under the Security Exchange Act of 1934), of any Borrower which is a corporation or partnership, or the sale or transfer of any substantial ponion of any of Borrower's assets, or if any agreement for such dissolution, merger, or consolidation, change in control, sale or transfer is entered into by Borrower, without the written consent of Company; (h) the death of any Borrower or Obligor who is a natural person: (i) if Company determines reasonably and in good faith that an event has occurred or a condition exists which has had, or is likely to have, a material adverse effect on the financial condition or creditwonhiness of Borrower or any Obligor, or on the ability of Borrower or any Obligor to perform its obligation evidenced by this Note; 0) if Borrower shaIl fail to remit promptly when due to the appropriate government agency or authorized depository. any amount collected or EY-~\:)\,\ "E" withheld from any employee of Borrower for payroll taxed. Social Security payments or similar payroll deductions; (k) if any Obligor shall atter terminate or disclaim such Obligor's liabili~' ^ 'loe indebtedness evidenced by this Note; (I) if Company sh"._ '- .sonably and in good faith determine and not. . ,rrower that any collateral for this Note or for the indebtedness evidenced hereby is insufficient as to quality or quantity; (m) if Borrower shall fail to pay when due any material indebtedness for borrowed money other than to Company; of (n) if Borrower shall be notified of the failure of Borrower or any Obligor to provide financial and other information promptly when reasonably requested by Company. COMPANY'S REMEDIES ~ Upon the occurrence of one or more Events of Default, unless Company elects otherwise, the entire unpaid balance of this Note and all accrued interest shall be immediately due and payable without notice to Borrower or any Obligor, and Company may, immediately or at any time thereafter, exercise any or all of its rights and remedies hereunder or under any agreement or otherwise under applicable law against Borrower, any Obligor and any collateral. Company may exercise its rights and remedies in any order and may, at its option, delay in or refrain from exercising some or all of its rights and remedies without prejudice thereto. If Borrower fails to make any payment when due hereunder, Borrower shall pay company a service charge of five percent (5%) of such delinquent amount plus interest thereon from the due date thereof until paid at the rate set forth above. NOTICE TO BORROWER - Any notice required to be given by Company under the provisions of this Note shall be effective as to each Borrower and each Obligor when addressed to Borrower and deposited in the mail, postage prepaid, for delivery by first class mail at Borrower's mailing address as it appears on Company's records. PAYMENTS - All payments due under this Note are to be made in immediately available funds. If Company accepts payment in any other form, such payment shall not be deemed to have been made until the funds comprising such payment have actually been received by or made available to Company. PAYMENT OF COSTS, In addition to the principal and interest payable hereunder, Borrower agrees to pay Company, on demand, all costs and expenses (including reasonable attorney's fees and disbursements) which may be incurred by Company in the collection of this Note or the enforcement of Company's rights and remedied hereunder. REPRESENT A TlONS BY BORROWER - If Borrower is a corporation or a general or limited partnership, Borrower represents and warrants that it is validly existing and in good standing in the jurisdiction under whose laws it was organized. lfBorrower is a corporation, Borrower represents and warrants that the execution, delivery and performance of this Note are within Borrower's corporate powers. have been duly authorized by all necessary action by Borrower's Board of Directors, and are not in contravention of the terms of Borrower's charter, by,laws, or any resolution of its Board of Directors. If Borrower is a general or limited partnership, Borrower represents and warrants that the execution, delivery and performance of this Note have been duly authorized and are not in conflict with any provision of Borrower's partnership agreement or certificate of limited partnership. Borrower further represents and warrants that this Note has been validly executed and is enforceable in accordance with its terms, that the execution, delivery and performance by Borrower of this Note are not in contravention oflaw and do not conflict with any indenture, agreement or undertaking to which Borrower is a party or is otherwise bound, and that no consent or approval of any governmental authority or any third party is required in connection with the execution, delivery and performance of this Note. WAIVER, ETC., - Borrower and each Obligor waive presentment, dishonor. notice of dishonor, protest and notice of protest. Neither the failure nor any delay on the part of Company to exercise any right, remedy. power or privilege hereunder shall operate as a waiver or modification thereof. No consent, waiver or modification of the tenns of this Note shall be effective unless set forth in a writing signed by company. All rights and remedies of Company are cumulative and concurrent and no single or partial exercise of any power or privilege shall preclude any other or further exercise of any right, power or privilege. MISCELLANEOUS - This Note is the unconditional obligation of Borrower, and Borrower agrees that Company shall not be required to exercise any of its rights or remedies against any collateral in which it holds a lien or security interest or against which it has a right of setoff or against any particular Obligor. All representation, warranties and agreements herein are made jointly and severally by each Borrower. If any provision of this Note shall be held invalid or unenforceable, such invalidity of un enforceability shall not affect any other provision hereof. To the extent that this Note represents a replacement, substitution, renewal or refinancing of a pre-existing note or other evidence of indebtedness, the indebtedness represented by such pre,existing note or other instrument shall not be deemed to have been extinguished hereby. This Note has been delivered in and shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without regard to the law conflicts. This Note shall be binding upon each Borrower and each Obligor and upon their personal representatives, heirs, successors and assigns, and shall benefit Company and its successors and assigns, ASSIGNMENT BY COMPA~Y ~ Company may assign or transfer, and Borrower hereby consents to the assignment or transfer, of Company's interest in this Note without notice to Borrower. Borrower agrees that the liability of Borrower to any assignee of Company or any subsequent assignee of such assignee, shall be absolute and unconditional. CONSENT TO JURISDICTION AND VENUE -IN ANY LEGAL PROCEEDING INVOLVING. DIRECTL Y OR INDIRECTL Y. ANY MATTER ARISING OUT OF OR RELATED TO THIS :'lOTE OR THE RELATIONSfHP EVIDENCED HEREBY. EACH U:'lDERSIGNED PARTY HEREBY IRREVOCABLY SUBMITS TOTHE NONEXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED IN ANY COUNTY OF THE COMMONWEALTH OF PENNSYL Y ANIA WHERE COMPANY MAINTAINS ^"" OFFICE AND AGREES NOT TO RAISE ANY OBJECTION TO SUCH JURISDICTION OR TO THE LAYING OR MAINTAINING OF THE VENUE OF ANY SUCH PROCEEDING IN SUCH COUNTY. EACH UNDERSIGNED PARTY AGREES THAT SERYICE OF PROCESS IN ANY SUCH PROCEEDING MAY BE DULY EFFECTED UPON IT BY MAILING A COpy THEREOF, BY REGISTERED MAIL, POSTAGE PREPAID, TO EACH UNDERSIGNED PARTY. WAIVER OF JURY TRIAL _ EACH UNDERSIGNED PARTY HEREBY WAIVES AND COMPANY BY ITS ACCEPTANCE HEREOF THEREBY WAIVES, TRIAL BY JURY IN ANY LEGAL PROCEEDING INYOL VING, DIRECTLY OR INDIRECTLY, ^"NY MATTER (WHETHER SOUNDING IN TORT, CDNTRACT DR OTHERWISE) IN ANY WA Y ARISING DUT OF OR RELATED TO THIS NOTE OR THE RELATIONSHIP EVIDENCED HEREBY. THIS PRDYISION IS A MATERIAL INDUCEMENT FOR COMPANY TO ENTER INTO. ACCEPT DR RELY UPON THIS NOTE. IN WITNESS WHEREOF, Borrower, intending this to be a sealed instrument and intending to be legally bound hereby, has executed and delivered this Note as of the day and year first above written. Corporation or Partnership: :~P.P~~~ By: Marshall Miles. President (Print name and title) Individuals: Witness Borrower x x (Print name of Borrower) (Print name of Witness) x x (Print name of Borrower) (Print name of Witness) cml:\lERC'IAL "OTE . S20,658.00 :onmbcr 2],2002 FOR VALUE RECEIVED, each of the undersIgned, jointly and severally if more than one (hereinafter collectively referred to as "Borrower"), promises to pay 10 the order of HARSCO CORPORA TION (the "Company"). at its offices at 4718 Old Gettysburg Rd., Ste 300, P. O. Box 8316. Camp Hill, PA 1700]-8316, the principal amount of Twenty Thousand Six Hundred Fifty'-eighl and .00/100 DOLLARS, in lawful money of the United States, plus imerest, to be paid as follows: said principal plus interest shall be payable in 59 consecutive equal monthly 1l1stallments of principal and interest, each in the amount of$425.53 commencing 30 days from date of shipment of Equipment and on the same day of the month each month thereafter, each of which installments shall be applied first to the payment of accmed and nnpaid interest and then to the payment of principal and a final installment in an amount which lS necessary to pay in full all of the outstand1l1g principal plus accmed and unpaid interest on this Note on the date of the final payment. Interest shall accme at the rate of 8.67% per annum. Payments will be applied as aforesaid on the date received. ADIlITJO,~AL TERMS OF THIS NOTE - Each of the following provisions shall apply to this Note, to any extension or modification hereof and to the indebtedness evidenced hereby, except as otherwise expressly stated above or in a separate \\Titing signed by Company and Borrower. 1~IlEBTEDNESS - This Note evidences the indebtedness of Borrower in connection with the sale of Equipment sold by Company to Borrower. I.QEREST - Interest shall be calculated on the basis of a 360-day year and shall be charged for the actual number of days elapsed. Accmed interest shall be payable monthly. Accrued interest shall also be payable when the entire principal balance of this Note becomes due and payable (whether by demand, stated maturity or acceleration) or, if earlier, wben such principal balance is actually paid to Company. Interest shall accrue from the date shipment of Equipment is made by Company. provided, however, that to the extent this Note represents a replacement, substitution, renewal or refinancing of existing indebtedness, interest shall accrue from tbe date hereof. Interest shall accrue on the unpaid balance hereof at the rate provided for in this Note until tbe entire unpaid balance has been paid in full, notwithstanding the entry of any judgment against Borrower. !'REPAYMENT - A prepayment of principal (including any principal repayment as a result of acceleration by Company of this Note) shall require immediate payment to Company ofa prepayment fee equal to 1.5% of the princlpal amount being prepaid. Prepayments shall be applied to scheduled installments of principal in the inverse order of their maturity, sball be accompanied by payment of accrued interest on tbe principal amount being prepaid and, unless this Note has been accelerated by Company shall not be permitted in an amount less than the scheduled prIncipal installment prior to final maturity oftbe outstanding principal balance. COLL.-ITERAL - This Note and the indebtedness evidenced hereby shall be secured by any lien 'or security interest evidenced by a writing (whether now existing or hereafter executed) whicb contains a provision to the effect that such lien or security interest is intended to secure this Note or indebtedness evidenced hereby. E\'E"TS OF DEFAULT - Each of the following shall be an Event of Default hereunder: Ca) the nonpayment when due of any amount payable under tbs Note or under any obligation or indebtedness to Company of Borrower or any person liable, either absolute]y or contingently, for payment of any indebtedness evidenced hereby, including endorsers, guarantors and sureties (each such person is referred to as an "Obligor"); (b) if Borrower or any Obligor has failed to observe or perform any other existing or future agreement with Company of any nature whatsoever; (c) if any representation, warranty, certificate, financial statement or other information made or given by Borrower or any Obligor to Company is materially incorrect or misleading; (d) if Borrower or any Obligor shall become insolvent or make an assignment for the benefit of creditors or if any petition shall be filed by or against Borrower or any Obligor under any bankruptcy or insolvency law; (e) the entry of any judgment against Borrower or any Obligor which remains unsatisfied for 15 days or the issuance of any attachment, tax lien, levy or garnishment against any property of material value in which Borrower or any Obligor has an interest; (I) ifany attachment, levy, gamislunent or similar legal process is served upon Company as a result of any claim against Borrower or any Obligor or against any property of Borrower or any Obligor; (g) the dissolution, merger, consolidation or change in control (as control is defined in Rule 12b-2 under the Security Exchange Act of 1934), of any Borrower which is a corporation or partnership. or the sale or transfer of any substantial portion of any of Borrower's assets, or if any agreement for such dissolution, merger, or consolidation, change in control, sale or transfer is entered into by Borrower, without the \\Ti11en consent of Company; (h) the death of any Borrower or Obligor who is a natural person; (i) if Company detennines reasonably and in good faith that an event has occurred or a condition exists which has had, or is likely to have, a material adverse effect on the financial condition or creditworthiness of Borrower or any Obligor, or on the ability of Borrower or any Obligor to perform its obligalion evidenced by this Note; (j) if Borrower shall fail to remit promptly when due to the appropriate govemment agency or authorized depository, any amount collected or E)<\r,\ ~'o ,\ "~1! WIthheld from any employee of r 'ower for payroll taxed, Social Security paymen'- or similar payTolI deductions; (kllf any Obligor shall anempt to _munate or dIsclaIm such Obligor's Iiabiliry for mdebtedness eVIdenced by thIS Note; (I) If Company shall reasonably and in good faith detennine and notify Borrower that any collateral for this Note Ot for the indebtedness evidenced hereby is insufficient as to quality or quantity; (m) if Borrower shall fail to pay when due any material indebtedness for bon-owed money other than to Company; of (n) if Borrower shall be notified of the failure of Borrower or any Obligor to provide fmancial and other information promptly when reasonably requested by Company. ('O~lPAIW'S REMEDIES - Upon the occurrence of one or more Events of Default, unless Company ejects otherwise, the entire unpaid balance of this Note and all accrued interest shall be immediately due and payable without notice to Borrower or any Obligor, and Company may, immediately or at any time thereafter, exercise any or all of its rights and remedies hereunder or under any agreement or otherwise under applicable law against Borrower, any Obligor and any collateral. Company may exercise its rights and remedies in any order and may, at its option, delay in Of refrain from exercising some or all of its rights and remedies without prejudice thereto, If Borrower fails to make any payment when due hereunder, Borrower shall pay company a service charge of five percent (5%) of such delinquent amount plus interest thereon from the due date thereof until paid at the rate set forth above. NOTICE TO BORROWER - Any notice required to be given by Company under the provisions of this Note shall be effective as to each Bon-ower and each Obligor when addressed to Borrower and deposited in the mail, postage prepaid, for delivery by first class mail at Borrower's mailing address as it appears on Company's records. PA nlENTS - All payments due under this Note are to be made in immediately available funds. If Company accepts payment in any other fonn, such payment shall not be deemed to have been made until the funds comprising such payment have actually been received by or made available to Company. PA YMEI\'T OF COSTS - In addition to the principal and interest payable hereunder, Borrower agrees to pay Company, on demand, all costs and expenses (including reasonable anorney's fees and disbursements) which may be incurred by Company in the collection of this Note or the enforcement of Company's rights and remedied hereunder. REPRESE"T A TID"S BY BORROWER - If Borrower is a corporation or a general or limited partnership, Borrower represents and warrants that it is validly existing and in good standing in the jurisdiction under whose laws it was organized. If Borrower is a corporation, Borrower represents and warrants that the execution, delivery and performance of this Note are within Borrower's corporate powers, have been duly authorized by all necessary action by Borrower's Board of Directors, and are not in contravention of the terms of Borrower's charter, by-laws, or any resolution of its Board of Directors. If Borrower is a general or limited partnership, Borrower represents and warrants that the execution, delivery and perfonnance of this Note have been duly authorized and are not in contlict with any provision of Borrower's partnership agreement or certificate oflimited partnership. Borrower further represents and warrants that this Note has been validly executed and is enforceable in accordance with its tenus, that the eXe"cutl1:ln, delivery and perfom13nce by Borrower of this Note are not in contravention of law and do not conflict with any indenture, agreement or undertaking to which Borrower is a parry or is otherwise bound, and that no consent or approval of any governmental authority or any third party is required in connection with the execution, delivery and performance of this Note. WAIVER. ETC.l - Borrower and each Obligor waive presentment, dishonor, notice of dishonor, protest and notice of protest. Neither the failure nor any delay on the part of Company to exercise any right, remedy, power or privilege hereunder shall operate as a waiver or modification thereof. No consent, waiver or modification of the terms of this Note shall be effective unless set forth in a writing signed by company. All rights and remedies of Company are cumulative and concurrent and no single or partial exercise of any power or privilege shall preclude any other or further exercise of any right, power or privilege. MISCELLA"EOUS - This Note is the unconditional obligation of Borrower, and Borrower agrees that Company shall not be required to exercise any of its rights or remedies against any collateral in which it holds a lien or securiry interest or against which it has a right of setoff or against any particular Obligor. All representation, warranties and agreements herein are made jointly and severally by each Borrower. If any provision of this Note shall be held invalid or unenforceable, such invalidiry ofunenforceabiliry shall not affect any other provision hereof To the extent that this Note represents a replacement, substitution, renewal or refinancing of a pre-existing note or other evidence of indebtedness, the indebtedness represented by such pre-existing note or other instrument shall not be deemed to have been extinguished hereby. This Note has been delivered in and shall be governed by and construed in ac.cordance with the laws of the Conunonwealth of Pennsylvania without regard to the law conflicts. This Note shall be binding upon each Borrower and each Obligor and upon their personal representatives, heirs, successors and assigns, and shall benefit Company and its successors and assigns. ASSIG~,'\lE.'\T BY CQMPA!"Y - Company may assign or transfer, and Borrower hereby consents to the assignment or transfer, of Company's interest in this Note without notice to Borrower. Borrower agrees that the liability of Borrower to any assignee of Con---ny or any subsequent assignee of such assignee. 'ball be absolute and unconditional. CONSENT TO JIIRISDICTlON AND VENUE - IN ANY LEGAL PROCEEDING IJWOL VING. DIRECTLY OR INDIRECTL Y. A:\'Y MATTER ARISING OtlT OFOR RELATED TO THIS NOTE OR THE RELATIONSHIP EVIDENCED HEREBY, EACH l':\'DERSIGNED PARTY HEREBY IRREVOCABLY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED IN ANY COUNTY OF TilE COMMONWEALTH OF PENNSYLVANIA WHERE COMPANY MAINTAINS AN OFfiCE AND AGREES NOT TO RAISE ANY OBJECTION TO SUCH JURISDICTION OR TO THE LAYING OR MAINTAINING OF THE VENUE OF ANY SUCH PROCEEDING IN SUCH COUNTY. EACH UNDERSIGNED PARTY AGREES TIlA T SERVICE OF PROCESS IN ANY SUCH PROCEEDING MAYBE DIlLY EFFECTED IIPON IT BY MAILING A COI'Y THEREOF. BY REGISTERED MAIL, POSTAGE PREPAID. TO EACH UNDERSIGNED PARTY. WAIVER OF JIIRY TRIAL - EACH tl",DERSIGNED PARTY HEREBY WAIVES AND COMPANY BY ITS ACCEPTANCE HEREOF THEREBY WAIVES, TRIAL BY JURY I", Ai\\' LEGAL PROCEEDING INVOLVING,IllRECTLY OR INDIRECTLY, ANY MATTElqWHETHER SOUNDING IN TORT, CONTRACT DR OTHERWISE) IN ANY WA Y ARISING OlrT OF OR RELATED TO THIS NOTE OR THE RELATIONSHIP EVIDENCED HEREBY. THIS PROVISION IS A MATERIAL I:\'DUCEMENT FOR COMPANY TO ENTER INTO, ACCEI'T OR RELY VPO:\' THIS NOTE. IN WITNESS WHEREOF, Borrower, intending this to be a sealed instrument and intending to be legally bound hereby, has executed and delivered this Nole as of the day and year first above written. Corporation or Partnership: M.P. Propane, Inc. By: By: 1J1~-nf.h Marshall Miles, President (Print name and title) Individuals: Witness Borrower x x (Print name of Borrower) (Print name of Wi mess) x x (Print name of Borrower) (Print name of Wimess) COMMERCIAL NOTE $20,658.00 anu'Ir~' 22. 2003 FOR V ALUE RECEIVED. each of the underslgned. Jointly and severally if more than one (hereinafier collectively referred to as "Borrowe,."). promises to pay to the order ofHARSCO CORPORATION (the "Company"). at its offices at 4718 Old Gettysburg Rd.. Ste 300. P. O. Box 8316, Camp Hill, PA 17001-8316. the pnncipal amount of Twenty Thousand Six Hundred Fifty-eight and .00/100 DOLLARS, in lawful money of the United States, plus interest, to be paid as follows: said pnncipal plus interest shall be payable in 59 consecutive equal monthly installments ofpnncipal and imerest, each in the amount of $425.53 commencing 30 days from date of shipment of Equipment and on the same day of the month each month thereafter, each of which lOstallments shall be applied first \0 the payment of accrued and unpaid Il1terest and then to the payment of principal and a final installment in an amount whic11 is necessary to p~)' in full all of the outstanding principal plus accrued and unpaid interest on this Note on the date of the final payment. lnteresl shall accrue at the rate of 8,67% per annum. Payments will be applied as aforesaid on the date received, ADDITIONAL TER~1S OF TillS NOTE - Each of the following provisions shall apply to this Note, to any extension or modification hereof and to the indebtedness evidenced hereby, except as otherwise expressly stated above or in a separate writing signed by Company and Bon-ower. INllEBTEDNESS - This Note evidences the indebtedness of Borrower in connection with the sale of Equipment sold by Company to Borrower. INTEREST _ Interest shall be calculated on the basis of a 360-day year and shall be charged for the actual number of days elapsed. Accrued interest slIDl1 be payable monthly. Accrued interest shall also be payable when the entire principal balance of this Note becomes due and payable (whether by demand, stated maturity or acceleration) or. if earlier, when such prinCipal balance is actually paid to Company. Interest shall accrue from the date shtpment of Equipment is made by Company, provided. ht)\','evcr. lhJ.t to !he exle-nt this ~ore represent.s a replaceme-nt, substitution, rene\val or rdinancing of existing indebtedness. interest shall accrue from the date hereof. Interest shall accrue on the unpaid balance hereof at Ihe rate provided for in this Note until the entire unpaid balance has been paId in full, notwithstanding the entry of any judgment against Borrower. PREPAYMENT - A prepayment ofprinclpal (including any principal repayment as a result of acceleration by Company of this Note) shall require lOmrediate payment to Company ofa prepayment fee equal to 1.5% of the principal amount being prepaid. Pn:p'J.)11ICmS sh.aH be applied to schtdukd installments ofprincipaJ in tbe im'erse order of their maturity, sh<lll be 3ccompanied by payment of accrued interest on the principal amount being prepald and, unless this Note has been accelerated by Company shall not be pernutted in an amount less than the scheduled principal installment prior to final maturity of the outstanding principal balance. COLLATERAL - This Note and the indebtedness evidenced hereby shall be secured by any lien or security interest evidenced by a writing (whether now existing or hereafter executed) which contains a provision to the effect that such lien or security interest is intended to secure this Note or indebtedness evidenced hereby. EVENTS OF DEFAI:LT - Each of the following shall be an Event of Default hereunder: (a) the nonpayment when due of any amount payable under this Note or under any obligation or indebtedness to Company of Borrower or any person liable, either absolutely or contingently, for payment of any indebtedness evidenced hereby, including endorsers, guarantors and sureties (each sllch person is referred to as an "Obligor"); (b) if Borrower or any Obligor has failed to observe or perform any other existing or future agreement with Company of any nature whatsoever; (c) ifany representation, w3.nunty, cerl}[icate, financial statement or other infonllation made or given by Borrower or any Obligor to Company IS materially incorrect or misleading; (d) if Borrower or any Obligor shall become insolvent or make an assignment for the benefit of creditors or if any petition shall be filed by or against Borrower or any Obligor under any bankruptcy or ll1solvency law; (e) the entry of any judgment against Borrower or any Obligor which remains unsatisfied for 15 days or the issuance of any attachment tax hen, levy or garnishment against any property of mare rial value m which Borrower or any Obligor has an interest; (I) ifany attachment, levy, garnishment or similar legal process is served upon Company as a result of any claim against Borrower or any Obligor or against any property of Borrower or any Obligor; (g) the dissolution. merger, consolidation or change in control (as control is defined in Rule J 2b-2 under the Security Exchange Act of 1934), of any Borrower which is a corporation or partnership, or the sale or transfer of any substantial portion of any of Borrower's assets, or if any agreement for such dissolution, merger, or consolidation, change in control, sale or transfer is entered into by Borrower, "W1thout the written consent of Company; (h) the death of any Borrower or Obligor who is a natural person; (i) if Company detemlines reasonably and in good faith that an event has occurred or a condition exists which has had, or is likely to have, a material adverse effect 011 the financial condition or creditworthiness of Borrower or any Obligor, or on the ability of Borrower or allY Obligor to perfoml its obligation evidenced by this Note: U) if Borrower shall fail to remit promptly when due 10 the appropriate government agency or authorized depository, any amount collected or 'G:. X~\J,,\ "G:' "'lthheld from any employee of (> '~o",er for payroll taxed. Social Security paymen" or similar payroll deductions; (k) ifany Obligor shall attempt, .minate or dlSclalm such Obligor's liability fo. indebtedness evidenced by tillS Note; (I) if Company shall reasonably and III good faith delennine and notIfy Borrowcr that any collateral for this NOle or for the indebtedness evidenced herehy is insufficlent as to quality or quantity; (m) if Borrower shall fall to pay when due any matenal indebtedness for borrowed money other than to Company; of(n) If Borrower shall be notified of the failure of Bon. ower or any Obligor to provide financial and other infonnation promptly when reasonably requested by lompany. COMI'A~\"S REMElH[S - Upon the occurrence of one or more Events of Default, unless Company elects otherwise, the entire unpaid balance of this Note and all accrued mterest shall be immediately due and payable wllhout notice to Borrower or any Obligor. and Company may. immediately or at any time thereafter, exercise any or all of its rights and remedies hereunder or under any agreemenl or otherv.'ise under applicable law against Borrower, any Obligor and any collateral. Company may exercise its rights and remedies in any order and may, at its option, delay in or refrain from exercising some or all of its rights and remedies without prejudice thereto. If Borrower fails to make .any payment when due hereunder. Borrower shall pay company a service charge of five percent (5%) of such delinquent amount plus interest thereon from the due date thereof until paid at the rate set forth above. !'OTICE TO BORROWEII - Any notice required to be given by Company under the provisions of this Note shall be effective as to each Borrower and each Obligor when addressed to Borrower and deposited in the mail, postage prepaid, for delivery by first class mail at Borrower's mailing address as it appears on Company's records. PAYMENTS - All payments due under this Note are to be made in immediately available funds. [fCompanyaccepts payment in any other form. such paymenl shall not be deemed to have been made until the funds comprising such payment have actually been received by or made available to Company. PA YMENT OF COSTS - In addition to the principal and interest payable hereunder, Borrower agrees to pay Company. on demand, all costs and expenses (including reasonable attorney's fees and disbursements) which may be incurred by Company in the collection ofthlS Note or the enforcement of Company's rights and remedied hereunder. REPRESENTATtO'iS BY BOJllHlWEJ< - jfBorrower is a corporation or a general or limited partnership, Borrower represents and warrants that it is validly existing and in good standing in the jurisdiction under whose laws it \I.,'as organized. If Borrower is a corporation, Borrower represents and warrants that the execution, delivery and performance of this Note arc within Borrower's corporate powers, have been duly authorized by all necessary action by Borrower's Board of Directors, and are not in contravention of the terms of Borrower's charter, by-laws, or any resolution of its Board of Directors. If Borrower is a general or. limited partnershIp, Borrower represents and warrants that the execution, delivery and perfonnance of this Note have been duly authorized and are not in conflict with any provision of Borrower's partnership agreement or certificate oflimited partnership. Borrower further represents and warrants that this Note has been validly executed and is enforceable in accordance with its terms, that the execution, delivery and perfom1ance by Bon'ower of this Note are not in contravention oflaw and do not conflict with any indenture, agreement or undertaking to which Borrower is a party or is otherwise bound, and that no consent or approval of any governmental authority or any third party is required in connection \-\lith the execution, delivery and perfom1ance of this Note. WAIVER, ETC., - Borrower and each Obligor waive presentment, dishonor, notice of dishonor, protest and notice of protest. Neither the failure nor any delay on the part of Company to exercise any right, remedy, power or privilege hereunder shall operate as a v,/aiver or modification thereof. No consent, waiver or modification of the terms of this Note shall be effective unless set forth in a writing signed by company. All rights and remedies of Company are cumulative and concunent and no single or pal1ial exercise of any power or privilege shal1 pree lude any other or further exercise of any right, power or privilege. MISCELLANEOl'S - This Note is the unconditionaJ obJigation of Borrower, and Borrower agrees that Company shall not be required to exercise any of its rights or remedies against any collateral in which it holds a lien or security interest or against which it has a right of setoff or against any particular Obligor. All representation, warranties and agreements herein are made jointly and severally by each Borrower. If any provision of this Note shall be held invalid or unenforceable, such invalidity of un enforceability shall not affect any other provision hereof To the extent that this Note represents a replacement. substitution, renewal or refinancing of a pre-existing note or other evidence of indebtedness. the indebtedness represented by such pre-existing note or other instrument shall not be deemed to bave been extinguished hereby. This Note has been delivered in and shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without regard to the law conflicts. This Note shall be binding upon each Borrower and each Obligor and upon their personal representatives, heirs, successors and assigns, and shall benefit Company and its successors and assigns. ASS'C;\!\tEJ\'T BY CO\U'.-\.:,\Y . Company may assign or transfer, and Borrower hereby consents to the assignment or transfer, of Company's interesl in this Note without notice to Borrower. BOITO\ver agrees that the liability of Borrower to any assignee of C'or-~"ny or any subsequent assignee of such assignee <hall be absolute and unconditional. CONSENT TO JI!RISllICTlON A~ll VEI'WE - IN ANY LEGAL PROCEEDING INYOL VING.llJRECTL Y OR INlllRECTl Y. ANY MATTER ARISING OIIT Of OR RELATE!) TO THIS NOTE OR THE RELATIONSHIP EvmENCEll HEREBY, EACH I!NllERSIGNEll PARTY HEREBY IRREVOCABLY SIIBMITSTOTHE NON EXCLUSI\'E JURISlllCTION OF ANY STATE OR FEDERAL COl!RT LOCA TEll IN ANY COUNTY OF THE COMMONWEALTH OF PENNSYL VANIA WHERE COMPANY MAINTAINS AN OFfICE AND AGREES NOT TO RAISE ANY OBJECTION TO SUCH JURISlllCTlON OR TO THE LA YING OR MAINTAINING OF THE VENI'E Of ANY StiCH PROCEEDINC IN SUCH COUNTY. EACH UNDERSIGNED PARTY AGREES THAT SERVICE Of I'ROCESS IN ANY SUCH PROCEEDINC MAY BE DULY EFFECTED t!PON IT BY MAILING A COpy THEREOF. BY REGISTERED MAIL. POSTAGE PREPAID. TO EACH UNDERSIGNED PARTY, WAIVER OF Jl:RY TRIAL - EACIIIJNDERSIGNEO I'ARTY HEREBY WAIVES AND COMPANY BY ITS ACCEI'TANCE HEREOF THEREBY WAIVES. TRIAL BY JURY IN ANY LEGAL PROCEEDING INVOLVING,I)IRECTL Y OR INDIIlECTL Y. ANY MATTER (WHETIIER SOl':\DING IN TORT. CO:\TRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF OR RELATED TO THIS NOTE OR THE ItELA TIONSHIP EVIDENCED HEREBY. THIS PROVISION lS A MATERIAL IND1ICEMENT FOR CO~lI' ANY TO ENTER INTO, ACCEPT OR RELY UPON THIS NOTE. IN WITNESS WHEREOF, Borrower, intending this to be a sealed instrument and intending to be legally bound hereby, has executed and delivered this Note as of the day and year first above written. Corporation or Partnership: M.P. Propane, Ine. By: By: '--1V\~ ~ Marshall Miles, President (Print name and title) Individuals: Witness Borrower x x (Print name of Borrower) (Print name of Wi mess) x x (Print name of Borrower) (Print name of Witness) COMMERCIAL NOTE $20,658.00 December 12, 2003 FOR VALUE RECEIVED, each of the undersigned, jointly and severally if more than one (hereinafter collectively referred to as "Borrower"), promises to pay to the order ofHARSCO CORPORATION (the "Company"), at its offices at 350 Poplar Church Road, P. O. Box 8316, Camp Hill, PA 17001-83]6, the principal amount of Twenty Thousand Six Hundred Fifty-Eight and No/tOO DOLLARS, in lawful money of the United States, plus interest, to be paid as follows: said principal plus interest shall be payable in 59 consecutive equal monthly installments of principal and interest, each in the amount of $425.53 commencing 30 days from date of shipment of Equipment and on the same day of the month each month thereafter, each of which installments shall be applied first to the payment of accrued and unpaid interest and then to the payment of principal and a final installment in an amount which is necessary to pay in full all of the outstanding principal plus accrued and unpaid interest on this Note on the date of the final payment. Interest shall accrue at the rate of 8.67% per annum. Payments will be applied as aforesaid on the date received. ADDITIONAL TERMS OF THIS NOTE - Each of the following provisions shall apply to this Note, to any extension or modification hereof and to the indebtedness evidenced hereby, except as otherwise expressly stated above or in a separate writing signed by Company and Borrower. INDEBTEDNESS - This Note evidences the indebtedness of Borrower in connection with the sale of Equipment sold by Company to Borrower. INTEREST - Interest shall be calculated on the basis of a 360-day year and shall be charged for the actual number of days elapsed. Accrued interest shall be payable monthly. Accrued interest shall also be payable when the entire principal balance of this Note becomes due and payable (whether by demand, stated maturity or acceleration) or, if earlier, when such principal balance is actually paid to Company. Interest shall accrue from the date shipment of Equipment is made by Company, provided, however, that to the extent this Note represents a replacement, substitution, renewal or refinancing of existing indebtedness, interest shall accrue from the date hereof. Interest shall accrue on the unpaid balance hereof at the rate provided for in this Note until the entire unpaid balance has been paid in full, notwithstanding the entry of any judgment against Borrower. PREPAYMENT - A prepayment of principal (including any principal repayment as a result of acceleration by Company of this Note) shall require immediate payment to Company of a prepayment fee equal to 1.5% of the principal amount being prepaid. Prepayments shall be applied to scheduled installments of principal in the inverse order of their maturity, shall be accompanied by payment of accrued interest on the principal amount being prepaid and, unless this Note has been accelerated by Company shall not be permitted in an amount less than the scheduled principal installment prior to final maturity of the outstanding principal balance. COLLATERAL - This Note and the indebtedness evidenced hereby shall be secured by any lien or security interest evidenced by a writing (whether now existing or hereafter executed) which contains a provision to the effect that such lien or security interest is intended to secure this Note or indebtedness evidenced hereby. EYENTS OF DEFAULT - Each of the following shall be an Event of Default hereunder: (a) the nonpayment when due of any amount payable under this Note or under any obligation or indebtedness to Company of Borrower or any person liable, either absolutely or contingently, for payment of any indebtedness evidenced hereby, including endorsers, guarantors and sureties (each such person is referred to as an "Obligor"); (b) if Borrower or any Obligor has failed to observe or perform any other existing or future agreement with Company of any nature whatsoever; (c) if any representation, warranty, certificate, financial statement or other information made or given by Borrower or any Obligor to Company is materially incorrect or misleading; (d) if Borrower or any Obligor shall become insolvent or make an assignment for the benefit of creditors or if any petition shall be filed by or against Borrower or any Obligor under any bankruptcy or insolvency law; (e) the entry of any judgment against Borrower or any Obligor which remains unsatisfied for 15 days or the issuance of any attachment, tax lien, levy or garnishment against any property of material value in which Borrower or any Obligor has an interest; (I) if any attachment, levy, garnishment or similar legal process is served upon Company as a result of any claim against Borrower or any Obligor or against any property of Borrower or any Obligor; (g) the dissolution, merger, consolidation or change in control (as control is defined in Rule 12b-2 under the Security Exchange Act of 1934), of any Borrower which is a corporation or partnership, or the sale or transfer of any substantial portion of any of Borrower's assets, or if any agreement for such dissolution, merger, or consolidation, change in controJ, sale or transfer is entered into by Borrower, without the written consent of Company; (h) the death of any Borrower or Obligor who is a natural i~ E~ ~\:> ,'1 ~ I' n person; (i) if Company determin. ;asonably and in good faith that an event h, ccurred or a condition exists which has had, or is likely to have, a material adverse effect on the financial condition or creditworthiness of Borrower or any Obligor, or on the ability of Borrower or any Obligor to perform its obligation evidenced by this Note; (j) if Borrower shall fail to remit promptly when due to the appropriate government agency or authorized depository, any amount collected or withheld from any employee of Borrower for payroll taxed, Social Security payments or similar payroll deductions; (k) if any Obligor shall attempt to terminate or disclaim such Obligor's liability for the indebtedness evidenced by this Note; (1) if Company shall reasonably and in good faith determine and notifY Borrower that any collateral for this Note or for the indebtedness evidenced hereby is insufficient as to quality or quantity; (m) if Borrower shall fail to pay when due any material indebtedness for borrowed money other than to Company; of (n) if Borrower shall be notified of the failure of Borrower or any Obligor to provide financial and other information promptly when reasonably requested by Company. COMPANY'S REMEDIES - Upon the occurrence of one or more Events of Default, unless Company elects otherwise, the entire unpaid balance of this Note and all accrued interest shall be immediately due and payable without notice to Borrower or any Obligor, and Company may, immediately or at any time thereafter, exercise any or all of its rights and remedies hereunder or under any agreement or otherwise under applicable law against Borrower, any Obligor and any collateral. Company may exercise its rights and remedies in any order and may, at its option, delay in or refrain from exercising some or all of its rights and remedies without prejudice thereto. If Borrower fails to make any payment when due hereunder, Borrower shall pay company a service charge of five percent (5%) of such delinquent amount plus interest thereon from the due date thereof until paid at the rate set forth above. NOTICE TO BORROWER - Any notice required to be given by Company under the provisions of this Note shall be effective as to each Borrower and each Obligor when addressed to Borrower and deposited in the mail, postage prepaid, for delivery by first class mail at Borrower's mailing address as it appears on Company's records. PAYMENTS - All payments due under this Note are to be made in immediately available funds. If Company accepts payment in any other form, such payment shall not be deemed to have been made until the funds comprising such payment have actually been received by or made available to Company. PA YMENT OF COSTS - In addition to the principal and interest payable hereunder, Borrower agrees to pay Company, on demand, all costs and expenses (including reasonable attorney's fees and disbursements) which may be incurred by Company in the collection of this Note or the enforcement of Company's rights and remedied hereunder. REPRESENTATIONS BY BORROWER - If Borrower is a corporation or a general or limited partnership, Borrower represents and warrants that it is validly existing and in good standing in the jurisdiction under whose laws it was organized. If Borrower is a corporation, Borrower represents and warrants that the execution, delivery and performance of this Note are within Borrower's corporate powers, have been duly authorized by all necessary action by Borrower's Board of Directors, and are not in contravention of the terms of Borrower's charter, by-laws, or any resolution of its Board of Directors. ]f Borrower is a general or limited partnership, Borrower represents and warrants that the execution, delivery and performance of this Note have been duly authorized and are not in conflict with any provision of Borrower's partnership agreement or certificate of limited partnership. Borrower further represents and warrants that this Note has been validly executed and is enforceable in accordance with its terms, that the execution, delivery and performance by Borrower of this Note are not in contravention of law and do not conflict with any indenture, agreement or undertaking to which Borrower is a party or is otherwise bound, and that no consent or approval of any governmental authority or any third party is required in connection with the execution, delivery and performance of this Note. WAIVER, ETC., - Borrower and each Obligor waive presentment, dishonor, notice of dishonor, protest and notice of protest. Neither the failure nor any delay on the part of Company to exercise any right, remedy, power or privilege hereunder shall operate as a waiver or modification thereof. No consent, waiver or modification of the terms of this Note shall be effective unless set forth in a writing signed by company. All rights and remedies of Company are cumulative and concurrent and no single or partial exercise of any power or privilege shall preclude any other or further exercise of any right, power or privilege. MISCELLANEOUS - This Note is the unconditional obligation of Borrower, and Borrower agrees that Company shall not be required to exercise any of its rights or remedies against any collateral in which it holds a lien or security interest or against which it has a right of setoff or against any particular Obligor. All representation, warranties and agreements herein are made jointly and severally by each Borrower. If any provision of this Note shall be held invalid or unenforceable, such invalidity of unenforceability shall not affect any other provision hereof. To the ~h 2 extent that this Note represents Q )lacement, substitution, renewal or refinanclI f a pre-existing note or other evidence of indebtedness, the indebtedness represented by such pre-existing note or other instrument shall not be deemed to have been extinguished hereby. This Note has been delivered in and shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without regard to the law conflicts. This Note shall be binding upon each Borrower and each Obligor and upon their personal representatives, heirs, successors and assigns, and shall benefit Company and its successors and assigns. ASSIGNMENT 8Y COMPANY - Company may assign or transfer, and Borrower hereby consents to the assignment or transfer, of Company's interest in this Note without notice to Borrower. Borrower agrees that the liability of Borrower to any assignee of Company or any subsequent assignee of such assignee, shall be absolute and unconditional. CONSENT TO JURISDICTION AND YENUE -IN ANY LEGAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER ARISING OUT OF OR RELATED TO THIS NOTE OR THE RELATIONSHIP EVIDENCED HERE8Y, EACH UNDERSIGNED PARTY HERE8Y IRREYOCA8LY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED IN ANY COUNTY OF THE COMMONWEALTH OF PENNSYLVANIA WHERE COMPANY MAINTAINS AN OFFICE AND AGREES NOT TO RAISE ANY OBJECTION TO SUCH JURISDICTION OR TO THE LAYING OR MAINTAINING OF THE VENUE OF ANY SUCH PROCEEDING IN SUCH COUNTY. EACH UNDERSIGNED PARTY AGREES THAT SERYtCE OF PROCESS IN ANY SUCH PROCEEDING MAY BE DULY EFFECTED UPON IT BY MAILING A COpy THEREOF, 8Y REGISTERED MAIL, POSTAGE PREPAID, TO EACH UNDERSIGNED PARTY. WAIYER OF JURY TRIAL - EACH UNDERSIGNED PARTY HEREBY WAIVES AND COMPANY BY ITS ACCEPTANCE HEREOF THERE8Y WAIVES, TRIAL 8Y JURY IN ANY LEGAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF OR RELATED TO THIS NOTE OR THE RELATIONSHIP EVIDENCED HEREBY. THIS PROYISION IS A MATERIAL INDUCEMENT FOR COMPANY TO ENTER INTO, ACCEPT OR RELY UPON THIS NOTE. IN WITNESS WHEREOF, Borrower, intending this to be a sealed instrument and intending to be legally bound hereby, has executed and delivered this Note as of the day and year first above written. Corporation or Partnership: ;;f:;j!l2 Marshall Miles. President 3 ,,;.,~ Personal Guaranty Contract GUARANTY AGREEMENT dated this 30th day of August, 2002 for and in consideration of the extension of credit to M.P. Propane, Inc. and/or his agents of Marshall Miles and Tomi Miles (referred to hereinafter as the "Guarantor"), and other good and sufficient considerations to the undersigned acctuing, I (or we, jointly and severally) hereby give this Continuing Guaranty to Harsco Corporation, Gas & Fluid Control Group (referred to hereinafter as the "Harsco"), for the payment in full, together with all interest, fees and charges of whatsoever nature and kind of any and all indebtedness of the Guarantor to the Harsco, whether an open account, credit card account, or evidenced by note, secured or unsecured, due and owing at the present time, or that may hereafter be due and owing by Guarantor to Harsco, and it is further agreed that if biils are not paid when due, , (or we or any of us) will personally pay the same upon notice and demand. It is agreed that this Continuing Guaranty applies to any extensions or renewals of credit given by Harsco to Guarantor. It is specifically understood and agreed that the Harsco shall not be required to exhaust its legal remedies for recovery and collection against the Guarantor before looking to the undersigned (or any of them) for payment of this account, but that if the account is not paid when due Harsco may, at once. notify the undersigned, and upon receipt of such notice that the said account is past due and unpaid. the undersigned assumes liability therefor and agrees to pay the same without delay or defalcation. The discharge of Guarantor in bankruptcy will not relieve the undersigned from liability with regard to any amount due and owing under this Continuing Guaranty. It is distinctly understood and agreed that Harsco may enter suit against the undersigned (or anyone or more of the undersigned) for the recovery of the entire amount of said indebtedness hereby secured, and may recover judgment therefore against the undersigned (or anyone or more of said guarantors). It is also understood and agreed that in the event the Harsco commences such suit then and in that event I (or we and each of us) shall pay for the cost of suit and attorneys' fees and commissions for collection, in addition to the indebtedness hereby secured. It is further understood and agreed that the undersigned, each for himself, his heirs, executors, and administrators, does hereby waive the benefit of any and all state laws exempting real and/or personal property from levy and sale on execution, and agrees to the immediate issuance and levying of writs of execution upon his interests in any real estate of personal property and the subjugation thereof to sale for satisfaction of any such judgment or judgments. The undersigned hereby waives notice of the acceptance of this guaranty, notice of demand and maturity of payments to become due, notice of default in payment by the Guarantor and all such notices required or customarily given under like circumstances. It is also specifically understood and agreed that I (or we and each of us) expressly consent that the time of payment of any indebtedness hereby secured may be extended, or that the Harsco may at any time require and accept other security of any nature whatsoever from Guarantor without notice to consent from me (or us or each of us). I (or we and each of us jointly and severally) agree to be held responsible for said obligations precisely as if the same had been contracted and due and owing by the undersigned or each of us in person. This Continuing Guaranty binds each of the signers hereto, jointly and severaily, their respective heirs, executors. and administrators and shall extend to and cover all renewals of any claims or demands guaranteed under this instrument, or the extension of time of payment thereof, and shall remain in full force and effect from this date until revoked by the undersigned in writing to be sent by registered mail to the Vice President-Controller at P. O. Box 8316, City of Camp HiiI, State of Pennsylvania 17001-8316, evidence of such mailing to be '-' -:-.1' I::-r~~'~ ~ . .' established by postal receipt. No addition, alteration, modification, novation or change in any of the terms or conditions of this Guaranty shall be binding upon the Harsco unless made in writing and signed by an authorized Vice President of Harsco. The obligation of Guarantor is a primary and unconditional obligation and shall not be affected in any manner by any change in the status of Customer or by any change from any cause whatsoever. This Guaranty shall not be revoked by the death or incapacity of any Guarantor but shall remain in full force and effect until terminated in a writing executed by Harsco and Guarantor. Guarantor hereby waives any defenses whatsoever which Guarantor andlor Customer may have with respect to any of the obligations or liabilities of Guarantor to Harsco under this Guaranty including, without limitation to the generality hereof, defenses arising out of estoppel, laches or any statute of limitations. It is the specific intention and agreement of the parties that this Agreement for any purpose be governed and interpreted solely by and under the laws of the Commonwealth of Pennsylvania in which jurisdiction the principal offices of Harsco Corporation are located. It is the specific intention and agreement of the parties that this Agreement be suitable for filing and confession of judgment in the event of a default hereunder. If any provisions of this Guaranty Agreement shall contravene or be invalid under the laws of the United States or any State, such contravention or invalidity shall not invalidate this Agreement or any other agreement which is part of this transaction, but shall be construed as not containing such provision, and the rights and obligations of the parties under this Guaranty Agreement shall be interpreted, construed and enforced accordingly. IN WITNESS WHEREOF, the parties have executed this Guaranty Agreement the day and year first above written. ~& ~-CL~ !?A.<.;/J1~iJ e?;Q0cJJA Tomi Miles WITNESS: -~LJ.~~/' VERIFICATION COMPANY NAME: HARSCO CORPORATION I verify that the statements made in the foregoing Complaint are true and correct. I understand that false statements herein are made subject to the penalties of 18 PA C.S. S 4904 relating to unsworn falsification to authorities. Dated: ;:2.};..)05 By ~~ \\\>+CON*....,\\~e- ~ G-s Title (:) ~ 7V ~ If) ~ ~ - "- B .- .J::. ~ 0- o.w r "' tv rn I./i 0 "'II ~ ..." 12 ;-,' GJ I CJ ~ 1.':1 __.;1... p..,) f'..) ..::'.. . AFFIDAVIT OF SERV}CE ." . Commonwealth of Pennsylvania County of CUMBERLAND Com on Pleas Court Case Number: 05-704 Plaintiff: HARSCO CORPORATION vs. Defendant: M.P. PROPANE, INC., MARSHALL MILES AND TOMI MILES For: John W. Purcell Jr. PURCElL, KRUG & HALLER Received by CHOICE PROCESS - TAMPA on the 15th day of February, 2005 at 11:08 am to b s'i'rved on M.P. PROPANE, INCORPORATED, JOE HINES ROAD. ,BOX 879B, WILLCOJ" ARIZOjllA 85643. I, - J -CF9 "f,.<tj;:;;(--' being dulv sworn, depose and say that Of! the~,:::, day of~uA"'~ _' 20 .~ dl . :~rn., executed service by delivering a true copy 01 the NOTICE AND COMPLAINT in a cordanee wittl state'statutes in the manner marked below: () PUBLIC AGENCY: By serving the within-named agency. as of () SUBSTITUTE SERVICE: By serving as () CORPORATE SERVICE: By serving fA It/, /1 ;/ J..J..RFD -1'(;17<<71;12 Y AtV~--V;9";~' - IJ.IP1(e.",a.M~ .-Z:Aic . .. / as () OTHER SERVICE: As described in the Comments below by serving as () NON SERVICE: For the reason detailed in the Comments below. C.O. MME~T~: 5 P..<FJL.20 c..?~.-o/i_. .~. ft/:'. -;."->p.. (Af~.;.~f/l.J./Z2.....->". ?(i.~..i) I/r t1rf/;??~. /:r/ p ,5. 1f.A..~/<.o:>t.....L o-iy:'~- ,1C' Iir'JC.jA7-"jiJ~,.yf I certify that I have no interest in the above action, am of legal age and have proper authority i the jurisdiction in which this service was r1ade. ~;..~ anp Sworn to before me on the,gL day of ~by the affiant who is ~al y kn_own to me. I u V;..., 0 Ct;E/J.~ NO ARY PUBLIC . 0, PROCESS SE~VER# 95 c, Appointed in accordance with State Statutes )-- ., 0fFIC1AL $PI. PAULlNt CO()Kf NQIQfy Public . State of A,izano COCHise COUNTY . ...... MyCamm.fllfliteo~~!lQ7; , .,-" CHOICE PROCESS - TAMPA P.O. Box 1215 Tampa, FL 33601 (813) 229-1444 IGfNAl Our Job Serial Number: 20050007 2-2001 Oatabase Services, Inc. - Process Server's Toolbox V5.5t " (') c ~~; ~!-~ (;c -.,' ,~ \ .J,~ . ~t. :!:...,;.c') <i'o )~ t; ~, ::2. :-' G-;:> (t,:;;) c.J" ::Jt ~ N '"" -<:J ::J:. r:? 0-) \J:J (0; ~d~ "JJ ..:;, r-Q -:.oQ '-;,9 \.~~~B ('~)t"i' ;;::.., ....,.,. O.J .~ r. -. -. .....--..-...-........ \ ' .~JH91. \ ,,,~?c'." 3V',:,' ~;"':~,.. . .;.~> ,,' I'. " . \ ,.," . " l--"--"- ...--..>' --------~.... .- . . AFFIDAVIT 01= SERVICE on Pleas Court Commonwealth of Pennsylvania County of CUMBERLAND Case Number: 05-704 Plaintiff: HARSCO CORPORATION vs. Defendant: M.P. PROPANE,INC., MARSHALL MILES AND TOMI MILES For: John W. Purcell Jr. PURCELL, KRUG & HALLER Received by CHOICE PROCESS - TAMPA on the 15th day of February, 2005 at 11 :08 am to b ~SHALL MILES, JOE HINES ROAD, BOX 879B, WILLCOX, ARIZONA 85643. I, ~ . It' rl'1 e 1 ..' being duly sworn, depose and say that on the ~ day of !?bR",.c"., ,20 k:~m., executed service by delivering a true copy ofthe NOTICE AND COMPLAINT in a state statutes in the manner marked below: served on <<p//P '-at ordance with () PUBLIC AGENCY: By serving the within.named agency. as of () SUBSTITUTE SERVICE: By serving as () CORPORATE SERVIC : By serving Ofl;?,-rpi' /1/7- _s;e t? '11' :eel-? 1/1iR.~!fAA)., It/, t-:f ~.:r::: ?,' as () OTHER SERVICE: As described in the Comments below by serving as () NON SERVICE: For the reason detailed in the Comments below. COMMENTS:.J-.?.4!-JcLNA.iY.J"''cv1r;r>v jJiU/';2/IAt. J-1If k~ .(12 k,~ e. J,,!.p/1I~ ri.- :2 2. 2-d. u-J" PA.~'<'';,/ /.f /tI'i/7]?CA'Z} W, I[~ c---4 42-. 2'2:~?';:;'.. I certify that I have no interest in the above action, am of legal age and have proper authority i the jurisdiction in which this service was made. I ! ~. ----/ ::::::-- <<C.. --- SUbscribe~nd Sworn to before me on the~ day of \ :::Q.-h , ~ by the affiant who is MsonallY known to me. ~M.~& C rftVL- o ARY PU L PROCESS SER' ER # 1lJ,.t7J~ Appointed in accordan~ with State Statutes . OFFICIAL SEAl - tl:"~. ~~ S~OolO~:"o COCHISE. COUNTY . My Comm. hPNo Aipri!' i. :1007 CHOICE PROCESS - TAMPA P.O. Box 1215 Tampa, FL 33601 (813) 229-1444 RIGINAL Our Job Serial Number: 20050008 0 2-2001 Database Services, Inc. _ Process Server's Toolbox V5.5f Ii , ~> ,"" '"'" c.P ::3:: ~ N '-" e ~ -o:,-~~: rnp\. ~> Ui ~b ):.'" r--" ":::;- :2 -r; :3'. ~~ ..... ~--, ri\p'- ::37 l~~g 6:~: ":7:(") t5\1' -.\ j? ~\J .--<- r:-;' ,..., ...c .."\>\\:~::-A .- -,jtA,G "_/'~' t.~:,. ,. ..,t( "\",,,,"\(J \ .""._A(~H ~---- ----- .' AFFIDAVIT OF SERVICE . Commonwealth of Pennsylvania County of CUMBERLAND Com on Pleas Court Case Number: 05-704 Plaintiff: HARSCO CORPORATION vs. Defendant: M.P. PROPANE, INC., MARSHALL MILES AND TOMI MILES For: John W. Purcell Jr. PURCElL. KRUG & HALLER Received by CHOICE PROCESS - TAMPA on the 15th day of February, 2 5 at 11 :08 am b served on TOMI MILES, JOE HINES ROAD, BOX 879B, WILI,COX, ARIZ.QNA 85643. I, , eing duly sworn, depose and say that on the Jil.~day of ..kk!/!.4I&L... 20. at,1L-~m., e cuted service by deiivering a true copy of the NOTICE AND COMPLAiNT in accori:fance with state statutes in th manner marked below: () PUBLIC AGENCY: By serving the within-named agency. as of () SUBSTITUTE SERVICE: By serving as () CORPORATE SERVICE: J1servln~M~1 ~N~/'&~w JI(,> ,~. . ~ () OTHER SERVICE: As described in the Comments below by serving as as () NON SERVICE: For the reason detailed in the Comments below. COMMENTS: @l-~~j AbP~ b.2F~ ~&IM ~-7 -%~~kL'J-~ ~_~4E"~C€ ~t/:4M~g:_A,;W#j--k/-#/~r4-:z.-'3.a-/j1' ~~f4n.ll.?_- I certify that I have no interest in the above action, am of legal age and have proper authority i the jurisdiction in __....hich thIs sar',"~cc 'N3S made. ,,-", -."-~---- Subscribe and Sworn to before me on the:f8" day of .~y the affiant who is ~nal y kno~n to me. J-.Jcu.~ C tI-"Jb J2 N TARY PUBLIC PROCESS S RVER # /i!fr ~ Appointed in accordance with State Statutes . ~WI. PAULINE COOK! ....,...... . _ ol_ toCHISE COUNtY "" c-. e..- ~ 1. 2OlP' CHOICE PROCESS - TAMPA P.O. Box 1215 Tampa, FL 33601 (813) 229-1444 Our Job Serial Number: 20050008 1 ghtC 1992-2001 Database Services, Inc. _ Process SelVe(s Toolbox V5.5f (') c.: ~'cjtf lTin' :,:.:.;;: ; (.}, ; k(-.': i€2 ~ -< ~,' = CO, <en ::::t ". ::u N (.,.) C) "1 :r" nlF1 "elm .,D -~-' r <- }(-, :;;=f; ~"?C) (""5rn ;--\ ~i:l -< " :1 N c..) <n JAW ~::,lliC .' ')tOO:) !HI JU..... Dt'tOY').. f'\'i'~' ,'tlO~_:...~ . , J"" ,,'~ '-'. ' '.!)C,~ j;'-.~t' "."'fll~ '1..',0(." "JI.' John W. Purcell, Jr. I.D. 29955 Purcell, Krug & Haller 1719 North Front Street Harrisburg, PA 17102 (717) 234-4178 ipurcell@pkh.com HARSCO CORPORATION, Plaintiff : IN THE COURT OF COMMON PLEAS : CUMBERLAND COUNTY, PENNSYLVANIA vs. : NO. 05-704 CIVIL TERM M.P. PROPANE, INC., MARSHALL MILES AND TOMI MILES, Defendants : CIVIL ACTION-LAW PRAECIPE TO THE PROTHONOTARY: Please enter judgment in favor of the Plaintiff and against the Defendants in the above matter, for failure to file a response to the Complaint, within twenty days of service, and after Ten Day Notice pursuant to Pa. RC.P. 237.1. Judgment shall be as follows: 1. In favor of the Plaintiff and against the Defendants for $118,103.69 as of December 31,2004, plus continuing interest thereafter, plus reasonable Attorney's fees and costs of suit. I hereby certify that a Ten Day Notice of Default was mailed to the Defendants on April 11, 2005 in accordance with the above referenced Rule. PURCELL, KRUG & HALLER BY . Purcell, Jr., Esquire J.D. 29955 9 North Front Street Harrisburg, PA 17102 (717) 234-4178 Date: Jom W. Purcell, Jr. J.D. 29955 Purcell, Krug & Haller 1719 North Front Street Harrisburg, PA 17102 (717) 234-4178 jpurcell@pkh.com vs. : IN THE COURT OF COMMON PLEAS : CUMBERLAND COUNTY, PENNSYLVANIA : CIVIL ACTION-LAW HARSCO CORPORATION, Plaintiff M.P. PROPANE, INC., MARSHALL MILES AND TOMI MILES, Defendants : NO. 05-704 CIVIL TERM NOTICE TO PLEAD TO: M.P. Propane, Inc., Defendant C/O Calvin Allred 151 B South Haskell Avenue Willcox, AZ 85643 DATE OF NOTICE: April 11, 2005 YOU ARE IN DEFAULT BECAUSE YOU HAVE FAILED TO ENTER A WRITTEN APPEARANCE PERSONALLY OR BY ATTORNEY AND FILE IN WRITING WITH THE COURT YOUR DEFENSES OR OBJECTIONS TO THE CLAIMS SET FORTH AGAINST YOU. UNLESS YOU ACT WITHIN TEN DAYS FROM THE DATE OF THIS NOTICE A JUDGMENT MAY BE ENTERED AGAINST YOU WITHOUT A HEARING AND YOU MAY LOSE YOUR PROPERTY OR OTHER IMPORTANT RIGHTS. YOU SHOULD TAKE THIS NOTICE TO A LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE FOLLOWING OFFICE TO FIND OUT WHERE YOU CAN GET LEGAL HELP. Cumberland County Bar Association 2 Liberty Avenue Carlisle, PA 17013 (717}240-3166 or (BOO) 990-910B PURCELL, KRUG & HALLER BY ohn . Purcell, Jr. .0.29955 North F rant Street Harrisburg, PA 17102 (717) 234-4178 Attorney for Plaintiff NOTICIA IMPORTANTE TO:M.P. Propane, Defendant C/O Calvin Allred 151 B South Haskell Avenue Willcox, AZ 85643 FECHA DE NOTICIA: April 11, 2005 USTED NO HA COMPLlDO CON EL AVISO ANTERIOR PORQUE HA FAL TADO EN TOMAR MEDIDAS REQUERIDAS RESPECTO A ESTE CASO. SI USTED NO ACUTA DENTRO DE DIEZ (10) DIAS DESDE LA FECHA DE ESTA NOTICIA, ES POSIBLE QUE UN FALLO SERIA RESITRADO CONTRA USTED SIN UNA AUDENCIA Y USTED POD RIA PERDER SU PROPIEDAD 0 OTROS DERECHOS IMPORTANTES. USTED DEBE LLEVAR ESTA NOTICIA A SU ABOGADO EN SEGUIDA. SI USTED NO TIENE ABOGADO 0 NO TIENE CON QUE PAGAR LOS SERVICIOS DE UN ABAOGADO, VAYA 0 LLAME A LA OFICINA ABAJO PARA AVERIGUAR A DONDE USTED PUEDE OBTENER LA AYUDA LEGAL. Cumberland County Bar Association 2 Liberty Avenue Carlisle, PA 17013 (717)240-3166 or (800) 990-9108 John W. Purcell, Jr. LD.29955 Purcell, Krug & Haller 1719 North Front Street Harrisburg, P A 17102 (717) 234-4178 jpurcell@pkh.com HARSCO CORPORATION, Plaintiff vs. : IN THE COURT OF COMMON PLEAS : CUMBERLAND COUNTY, PENNSYLVANIA : CIVIL ACTION-LAW M.P. PROPANE, INC., MARSHALL MILES AND TOMI MILES, Defendants : NO. 05-704 CIVIL TERM NOTICE TO PLEAD TO: Marshall Miles, Defendant 2320 West Packing Plant Road Willcox, AZ 85643 DATE OF NOTICE: April 11, 2005 YOU ARE IN DEFAULT BECAUSE YOU HAVE FAILED TO ENTER A WRITTEN APPEARANCE PERSONALLY OR BY ATTORNEY AND FILE IN WRITING WITH THE COURT YOUR DEFENSES OR OBJECTIONS TO THE CLAIMS SET FORTH AGAINST YOU. UNLESS YOU ACT WITHIN TEN DAYS FROM THE DATE OF THIS NOTICE A JUDGMENT MAY BE ENTERED AGAINST YOU WITHOUT A HEARING AND YOU MAY LOSE YOUR PROPERTY OR OTHER IMPORTANT RIGHTS. YOU SHOULD TAKE THIS NOTICE TO A LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE FOLLOWING OFFICE TO FIND OUT WHERE YOU CAN GET LEGAL HELP. Cumberland County Bar Association 2 Liberty Avenue Carlisle, PA 17013 (717)240-3166 or (800) 990-9108 PURCELL, KRUG & HALLER ~ BY ell, Jr. I. . 29955 / 1719..North F rant Street '+lcfiTisburg, PA 17102 (717) 234-4178 Attorney for Plaintiff NOTICIA IMPORTANTE TO:Marshall Miles, Defendant 2320 West Packing Plant Road Willxoc, AZ 85643 FECHA DE NOTICIA: April 11, 2005 USTED NO HA COMPLlDO CON EL AVISO ANTERIOR PORQUE HA FAL TADO EN TOMAR MEDIDAS REQUERIDAS RESPECTO A ESTE CASO. SI USTED NO ACUTA DENTRO DE DIEZ (10) DIAS DES DE LA FECHA DE ESTA NOTICIA, ES POSIBLE QUE UN FALLO SERIA RESITRADO CONTRA USTED SIN UNA AUDENCIA Y USTED PODRIA PERDER SU PROPIEDAD 0 OTROS DERECHOS IMPORTANTES. USTED DEBE LLEVAR ESTA NOTICIA A SU ABOGADO EN SEGUIDA. SI USTED NO TIENE ABOGADO 0 NO TIENE CON QUE PAGAR LOS SERVICIOS DE UN ABAOGADO, VAYA 0 LLAME A LA OFICINA ABAJO PARA AVERIGUAR A DONDE USTED PUEDE OBTENER LA AYUDA LEGAL. Cumberland County Bar Association 2 Liberty Avenue Carlisle, PA 17013 (717)240-3166 or (800) 990-9108 . '- John W. Purcell, Jr. J.D. 29955 Purcell, Krug & Haller 1719 North Front Street Harrisburg, PA 17102 (717) 234-4178 jpurGell@pkh.com HARSCO CORPORATION, Plaintiff : IN THE COURT OF COMMON PLEAS : CUMBERLAND COUNTY, PENNSYLVANIA : CIVIL ACTION-LAW vs. M.P. PROPANE, INC., MARSHALL MILES AND TOMI MILES, Defendants : NO. 05-704 CIVIL TERM NOTICE TO PLEAD TO: Tomi Miles, Defendant 2941 West Paradocs Lane Willcox, AZ 85643 DATE OF NOTICE: April 11, 2005 YOU ARE IN DEFAULT BECAUSE YOU HAVE FAILED TO ENTER A WRITTEN APPEARANCE PERSONALLY OR BY ATTORNEY AND FILE IN WRITING WITH THE COURT YOUR DEFENSES OR OBJECTIONS TO THE CLAIMS SET FORTH AGAINST YOU. UNLESS YOU ACT WITHIN TEN DAYS FROM THE DATE OF THIS NOTICE A JUDGMENT MAY BE ENTERED AGAINST YOU WITHOUT A HEARING AND YOU MAY LOSE YOUR PROPERTY OR OTHER IMPORTANT RIGHTS. YOU SHOULD TAKE THIS NOTICE TO A LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE FOLLOWING OFFICE TO FIND OUT WHERE YOU CAN GET LEGAL HELP. .' ... Cumberland County Bar Association 2 Liberty Avenue Carlisle, PA 17013 (717)240-3166 or (800) 990-9108 PURCELL, KRUG & HALLER Joh rcell, Jr. I.D.29955 1719 North F rant Street Harrisburg, PA 17102 (717) 234-4178 Attorney for Plaintiff NOTICIA IMPORTANTE TO:Tomi Miles, Defendant 2941 West Paradocs Lane Willxoc, AZ 85643 FECHA DE NOTICIA: April 11, 2005 USTED NO HA COMPLlDO CON EL AVISO ANTERIOR PORQUE HA FAL TADO EN TOMAR MEDIDAS REQUERIDAS RESPECTO A ESTE CASO. SI USTED NO ACUTA DENTRO DE DIEZ (10) DIAS DESDE LA FECHA DE ESTA NOTICIA, ES POSIBLE QUE UN FALLO SERIA RESITRADO CONTRA USTED SIN UNA AUDENCIA Y USTED POD RIA PERDER SU PROPIEDAD 0 OTROS DERECHOS IMPORTANTES. USTED DEBE LLEVAR ESTA NOTICIA A SU ABOGADO EN SEGUIDA. SI USTED NO TIENE ABOGADO 0 NO TIENE CON QUE PAGAR LOS SERVICIOS DE UN ABAOGADO, VAYA 0 LLAME A LA OFICINA ABAJO PARA AVERIGUAR A DONDE USTED PUEDE OBTENER LA AYUDA LEGAL. Cumberland County Bar Association 2 Liberty Avenue Carlisle, PA 17013 (717)240-3166 or (800) 990-9108 t p ~ -l4 ...() ~ ~ \) n ....' 0 = C c:..> ..,-, () .;:...,1 r - - ?~ ::;J-n ~ tf'l -J -~ rt"1';~ _....,\TI W N \ :/)q ~ C> P--- .,::- (,~:~~ II - -0 lU l>-> b -" ~ t- <^' ., 0 J r-- ---L. N .-<;