HomeMy WebLinkAbout14-6199 COURT OF COMMON PLEAS OF CUMBERLAND COUNTY PENNSYLVANIA
Jennifer P. Knox (PA 206298)
REED SMITH LLP ; 7
Three Logan Square
Suite 3100 a '.
1717 Arch Street
Philadelphia,PA 19103
(215) 851-8100
(215) 851-1420 (telecopy)
Counsel for SummitBridge National Investments III LLC =r
SUMMITBRIDGE NATIONAL IA
INVESTMENTS III LLC
1700 Lincoln Street, Suite 2150
Denver, CO 80203,
Plaintiff,
V. Civil Action No.
SAMUEL F. CRESSLER
9400 Molly Pitcher Highway
Shippensburg, PA 17257,
Defendant.
ENTRY OF APPEARANCE
PRAECIPE FOR ASSESSMENT OF DAMAGES
AND CONFESSION OF JUDGMENT
TO THE PROTHONOTARY:
Kindly enter our appearance for and on behalf of the Defendant above named.
Pursuant to the authority contained in the Warrants of Attorney separately set forth in the
Note(as defined in the Complaint), a true and correct copy of which is attached as an Exhibit to
the Complaint filed in this action, we hereby appear for the Defendant in this matter Samuel F.
Cressler, and confess judgment as authorized, in favor of the Plaintiff and against the Defendant,
as follows: co'+ 'S L1t0 b'u eIN,
DAMAGES TO BE ASSESSED UNDER THE NOTE AS FOLLOWS:
Unpaid amount outstanding under the
Note as of September 18, 2014 $1,514,155.71
Unpaid interest under the Note
as of September 18, 2014 $210,444.69
TOTAL AMOUNT DUE UNDER THE NOTE
AS OF SEPTEMBER 18, 2014 (SUBJECT TO
ADDITIONAL INTEREST AND
COSTS ACCRUING THEREAFTER
AND ATTORNEYS' FEES) $1,736,476.54.
Respectfully submitted,
Dated: October _, 2014 By: 90�q
Jennifer P. Knox (PA 206298)
REED SMITH LLP
Three Logan Square
Suite 3100
1717 Arch Street
Philadelphia, PA 19103
(215) 851-8100
(215) 851-1420 (facsimile)
Counsel for SummitBridge National
Investments III LLC
-2-
_ F:f_EE,-CIF FIC
Jennifer P. Knox (PA 206298) 1 11"E
REED SMITH LLP 014 U-C T 22 A,) Ifs:
Three Logan Square
Suite 3100 II.'j 3E {_ 1j7 !I"j Y
1717 Arch Street ` ` '
1 A
Philadelphia, PA 19103
(215) 851-8100
(215) 851-1420 (telecopy)
Counsel for SummitBridge National Investments III LLC
SUMMITBRIDGE NATIONAL
INVESTMENTS III LLC
1700 Lincoln Street, Suite 2150
Denver, CO 80203,
COURT OF COMMON PLEAS
Plaintiff, CUMBERLAND CO UN Y
V. Civil Action No.
SAMUEL F. CRESSLER
9400 Molly Pitcher Highway
Shippensburg, PA 17257,
Defendant.
COMPLAINT IN CONFESSION OF JUDGMENT
Plaintiff, Summitbridge National Investments III LLC by and through its attorneys, Reed
Smith LLP, files this Complaint in Confession of Judgment pursuant to Pennsylvania Rules of
Civil Procedure 2950-2956 and, in support hereof, states as follows:
THE PARTIES
1. Plaintiff, SummitBridge National Investments III LLC ("Plaintiff' or
"SummitBridge") is a limited liability company with an address at 1700 Lincoln Street, Suite
2150, Denver, Colorado 80203.
2. Defendant Samuel F. Cressler("Cressler') is a natural person with a last known
address of 9400 Molly Pitcher Highway, Shippensburg, Pennsylvania 17257.
THE LOAN
3. On or about May 8, 2009, Farmers and Merchants Trust Co. of Chambersburg
("F&M Trust"), as lender, and Defendant and Michael L. Proffitt ("Proffitt" and together with
Cressler, "Borrowers"), as borrowers, entered into a certain Business Loan Agreement (as
amended from time to time through the date hereof, the "Loan Agreement'), pursuant to which
F&M Trust agreed to lend the Borrowers a principal sum not to exceed $1,710,000.00 at any
given time (the "Loan").
4. The Loan Agreement is in writing and true and correct copy of the Loan
Agreement is attached hereto and incorporated herein by reference as Exhibit"A".
5. In connection with the Loan,the Borrowers executed and delivered to F&M Trust
a certain Promissory Note dated May 8, 2009 in the original principal amount of$1,710,000.00
(the"Original Note").
6. The Original Note was amended by that certain Allonge, effective as of June 27,
2014 executed by F&M Trust(the "Allon e", and together with the Original Note,the "Note").
7. The Note is in writing and a true and correct copy of the Note is attached hereto
and incorporated herein by reference as Exhibit "B".
8. The Loan Agreement and Note, together with all documents executed in
connection therewith or in connection with the Loan, as the same may have been amended,
restated or otherwise modified from time to time, are hereinafter collectively referred to as the
"Loan Documents".
9. On or about June 26, 2014, F&M Trust assigned to SummitBridge all of its right
title and interest in and to, inter alfa, the Loan and the Loan Documents (the "Loan
Assignment").
- 2 -
10. In connection with the Loan Assignment, F&M Trust executed and delivered to
SummitBridge, among other things, the Allonge.
THE DEFAULT
11. The Loan matured pursuant to the terms of the Note on November 15, 2010 (the
"Maturity Date").
12. Defaults or events of default have occurred and are continuing under the Note and
other Loan Documents, or certain of them, as a result of the Borrowers' failure to pay to
SummitBridge all obligations due and owing under the Note on or before the Maturity Date (the
"Maturity Default").
13. By letter dated September 18, 2014, SummitBridge notified the Defendant,
among others, of the Maturity Default (the "Default Letter"). A true and correct copy of the
Default Letter is attached hereto and incorporated herein by reference as Exhibit "C".
14. Pursuant to the Note, after the occurrence of a default under the Note, or at any
time thereafter, SummitBridge may appear for and confess judgment against the Defendant for
the amounts due and owing under the Note.
15. Under the Note, SummitBridge is entitled to recover from the Defendant the costs
of any suit and an attorneys' commission of 10% of the outstanding principal and accrued
interest.
16. As of September 18, 2014,the amounts due and owing by the Defendant to
SummitBridge under the Note are as follows:
- 3 -
Unpaid amount outstanding under the
Note as of September 18, 2014 $1,514,155.71
Unpaid interest under the Note $210,444.69
as of September 18, 2014
TOTAL AMOUNT DUE ON ALL
UNDER THE NOTE AS OF
SEPTEMBER 18, 2014 (SUBJECT TO
ADDITIONAL INTEREST AND
COSTS ACCRUING THEREAFTER
AND ATTORNEYS' FEES) $1,736,476.54
17. Except as described herein,the Note has not been assigned.
18. No judgment has been entered on the Note in any jurisdiction.
19. The confession of judgment provisions appearing in the Note is less than twenty
(20) years old.
20. Judgment in favor of SummitBridge and against the Defendant is not being
entered against a natural person in a consumer credit transaction.
21. Judgment in favor of SummitBridge and against the Defendant as demanded is
authorized by the confession of judgment provisions contained in the Note.
WHEREFORE, SummitBridge National Investments III LLC, as authorized by the
Warrant of Attorney contained in the Note, hereby demands that judgment by confession be
entered in its favor and against the Defendant in the amount of$1,736,476.54 plus interest
accruing after September 18, 2014, plus costs and attorneys' fees and requests such other and
further relief as the Court may deem proper.
- 4 -
Respectfully submitted,
B
14 : v ��
Dated: October, 20 Y
Jennifer P. Knox (PA 206298)
REED SMITH LLP
Three Logan Square
Suite 3100
1717 Arch Street
Philadelphia, PA 19103
(215) 851-8100
(215) 851-1420 (facsimile)
Counsel for SummitBridge National
Investments III LLC
- 5 -
Respectfully submitted,
:���
Dated: October'IJ� B, 2014 y Jennifer P. Knox (PA 2062
REED SMITH LLP
Three Logan Square
Suite 3100
1717 Arch Street
Philadelphia, PA 19103
(215) 851-8100
(215) 851-1420 (facsimile)
Counsel for SummitBridge National
Investments III LLC
- 5 -
COURT OF COMMON PLEAS OF CUMBERLAND COUNTY PENNSYLVANIA
Jennifer P. Knox (PA 206298)
REED SMITH LLP
Three Logan Square
Suite 3100
1717 Arch Street
Philadelphia,PA 19103
(215) 851-8100
(215) 851-1420 (telecopy)
Counsel for,SummitBridge National Investments III LLC
SUMMITBRIDGE NATIONAL
INVESTMENTS III LLC
1700 Lincoln Street, Suite 2150
Denver, CO 80203,
Plaintiff,
V. : Civil Action No.
SAMUEL F. CRESSLER
9400 Molly Pitcher Highway
Shippensburg, PA 17257,
Defendant.
VERIFICATION
Eric Engel,hereby deposes and says that he is an Asset Manager for Summit Investment
Management LLC, the Contractual Asset Manager and Custodian of Records for Plaintiff
SummitBridge National Investments III LLC and verifies that the statements made in the
foregoing Verified Complaint In Mortgage Foreclosure are true and correct to the best of his
knowledge, information and belief. The undersigned understands that the statements made
therein are made subject to the penalties of 18 Pa. Cons. Stat. Ann. § 4904 relating to unsworn
falsification to authorities.
Dated: October , 2014
By: Eric Engel, Asset nager for Summit
Investment Management LLC,the
Contractual Asset Manager and Custodian
of Records for Plaintiff SummitBridge
Credit Investments III, LLC
2
EXHIBIT A
US[NESS LOAN AGREE1"V EN
Pratt f{at_ LO Q"t7:ata iVt�t`urity" Loan NO Cali t,Ceif Abcbu3lY, C!f icer Ifliti8lu
Cp"«CJp0tp0 p p8-2t1p9 1;1:=15-21110
SEW�;„.
ROforenroa In the boxer abovtr ata for Lender's use only and du not limit the applicability of this dacumtent to any particular loan or Item-
. Any firm aoawa sorttntiing,"««"lies txeh Omitted due to less Irnythrt'im4iatiArzs.
Michael L.Profile Lender: Farmers and Ntorohonts Ttust CO-Of Cilbmbetaburg
Borrower: Mfc F,Crossf t
Samuel Columer6ad Services Dopartrraont
129 Mouniainside Road' 20 South Main Straat
Harpers Ferry,Wilt 25425-S542 P,O,Box 8010
Chambersbvrg,PA 19761-6010
171'91 x848116
TRIS BUSINESS LOAN AGREENIENT dMad May S,2009.Is Ando and executed between Micheal L.Pruflitl and Sanluef F,Cf"Or f°RUrruwar"}
and Farmers and Mvrahants Truss Ca. Of E.hxmtrafSburg {"Lorsitar"1 On the falCowing tnrrns and conditions. borrower has eOCelvUd prior
which
cotmnarclatloons from Lander Or has WOW to Lender for n COMmatClai lea»Or'loans ar atPat hnanciat accummadations,including @resit
may be dusuiliud On any axhllsif.of schedule attoGltotl to thio Agreement. Borrower underslonds arid Wilds flat; IA) in graining,(gnawing,or
extending any Loan,Lender is relying upon Borrower's roprosontaiiuns,wafaarttgs, and ag[oomontc as set forth in this on;aril t: IBI the
granting,renewing,or extending Of arty Loan by Lender at all tunas shall be sub.)act to Lender's sola judgment and discretion;and (Ct all sur.Il
Loons shalt be and remain subject to the tariffs and conditions of this Agroenwnt..
TERM. This Agraamgnl shall be afltrctiva aro Of May 8, 2009,and strap Wt'uua in k II iC;rc'e tnrl ova' .saner such time as all Ol R?rrrOwAr'F
Loans in favor of Lender have been paid In full,including principal, inloro Y costs. nxpensAs, attorne%s' fees,anti utter foes anti chnryes.or
until such time as tile;parties may agree io wlltirtg 30 r,:mlfnate this Ahreeinanl.
ADVANCE AUTHORITY. The ira€fOwinp pa(sOn Or persons are authorized, except as provided in this paregrilph, it, rfeuesl advances and
authorise payments under the Sine of creoft until Leader roCofves tram iBorrower,et Lender's nrkfrrss shown delve.,vr'ittc n Act'"of revocano+t
of such authority: Michaaf L.Protftt,Individually;and Saflluel F.Cresster,Individually. Upon receipt of invoices.
CONDITIONS PRECEDENT TO EACH ADVANCE., lend(,s oblif)Aiion irr rmtke rho ill?tial Advance and gnGlr subsarluent Advance under this
Agreement shaft be subject le the iu€fdialfrnt to Lender's aalistactlnn Of ail of the conditions sol lorth in this Agroamant and in the Related
Documents,
Loan Documents. ROtae-ed ,tire€{pfnblda to Ltrrxtar the fOflO r,'Srtg docoment5 for ifre Loan: 11j I,frp NC'trA; rfe Sit Lend Agreements
granting (A Lander spcwity irafatosta in the C lateral. (3) financifbg Statemenas and all other doeumants peffCOting Lender's aCUr'c
Interests; 84) evidence of insurance as inquired belnwi lt3) assignntrinta of Iiia insurance:, i61 <guarnnhe..,; fat tagrlthat'with sii shah
(Related Documents as tender may rettuiro for the Loan,all in form and substance satisfactory to Lender and Lender's Counsel,
Payment of Fees and Expenses, Borrower shaft have paid to Lender all fees,Charges,and other expenses which tyre then due and payable
as specified in this Agreernant or.any I,elatGd'Uocument,
RaprOstfuations and VytarranflUs, The ttafa santrldnns and warranLps,act forth in this Agreemem,in the
Mated Dat imf_=ret.,afro In any
document or certificate delivered to Lander undar this Agreement Orn taut and correct.
Na Evant of Default. There shelf not exist. ve
At the time of any Advance A condition which would con0luto an Ent of Default cinder this
Ag'.raanlafrl Or tinder any''RGlalg#DACUYnariG,
REPRESENTATIONS AND WARRANTIFES eOrrrtwo'f-tOPMSCnIS nand wtrr(amS to t.redtit,as of trie date,of tel%AtlrvnMem,ae of the ltafEa of each
disbursomont of loan proceed,as'of the dale of arty wnowol,extension or modificotiorl Of any loris,'sled At,ill tirnes any Offebtadness uxistst
Business Ac'dviYtos. Ri?chaos I.-Proffitt rraafmalns
an etlic�a,at 1,29 Pvinuntairr9ida'Road,Ffarpora f`'arry,(r,Yrf 25425,550 Li°ifoas Pv'tiCec L...
Proffitt Inas daaigniatot! Othe(tNiS2 in willing,ffio principat Ofiieta is rho OffiG at rvlliclt fvliehaol L., Proffitt keep tf. books and rgGOfds
Including its records Concerning the Collateral, Michael L. Proffilt will notify!.ander prior in any change in the location of fvtirhaoi L.
PrOlfitt's prifirnpal OfteCa address or gray Changir in Michwl L.Prottift's llama. 'Michael L.Pfof'filt shaft CIO all things necessary 10 Comply
will,all ragui�?slang,rules.ordinances,statutes,orders and decrees et any guvgrn,rramai Or quasi•governmemai auttaArity Or court rap?>lirabfitr
it)Werwei L..Proffitt and Ivtichriaf L.Irraflfti s business artarties.
Samuel F. Clessler maintains an office Al 9600 Molly Nichol Highway. Shfpporrsi7uig PA t7267 UflltiSafriuct r Cr"sler ens
dfasiyntiefNl otherwisE i!r writing, fhrx prinGiptit olii"N rhe,office:at which santcei f (,r-,,h. k'efis its bo.'A rid rncuffis i+rhdvg tis
rauGursfe r:ormnining[he Collateral. Samuel F.CteSalUr will notify Lan.l6r pfiir eta 'n%chango in,hu IDG elicit of Safnuuf'F,Gr ,v-t r C prinwiD.al
1,^i f'fifa addraws or any CYtenfln in amUni F.Crnslil»r',narf,L r"AMUM f' ctilm,' vnri I do ail 1hirrj9 nor.'^a9 or tri n aptil waft:ttI -orlfra,
ruins, Afdtnan't;os, statutes, 0rdgrs and do GfdieS of any 43ovt rralwn7 ai 0r gUattlgfroe'anrnthtrlal in:(hOruy or 4X1Url apf'siit:etc+v LU $ar-seal P,
Cmsslcr and Samuel F C P Sea's i int S ai t et .$
Assumed 9uainat,8 Nantas bf' ,rata Pi
r c bled ri roc0!'ifod alt OcK l al ar hr�jJ rUtatseri3 U,'lase eta ...d lA calf
raged by Run rnwr^r, Pxt.l,torr)the iarnt,nt floc rawer,,tar !3 t.,rrinq,w a ee.r:?Pis..-,a.t,if Alf as,.tr�^vd tit"o'eas n.11.'"..r it"OwhuJr ill r r sur
dolls blji;meGr: None, -
Atimorlxatlon. BOrrOWW9 alxgraadnn, delivery,and pertorirrtafattfr..of this Agreement and all the Rnlwod Docvmanty'Cif wot canlfaai with.
result in it violilit)n of,Of rollilinaie a ditlau{t under (1) arty provision of any agiountenl or OSher fnsnumem 1,€fidmq upon sorfa'wer tri 121
any taw,govammental regulation,courtdecree,or order appiie-abfa tO Soffo'wer or to Borrower's p(OpP-rhos.
Financial I(dorrnntion- Each al Borrower's int slnjAmunt.s-supplied to Lender truly and uornpsatety diroloa.d 9brrowar's financial
life rdaatato
tofkthe most ot 010 rreCAntte Ofi financfl7 rsia4arAU tll'!stfeIen"and there
' been
supplied toLondtlr. Borrower hasoAOhmaterial Brans contingent oliiF¢ati0na gXCapl ria disriaagASad n
such financial statements,
Legal Effect, This Attreanwnt Constitutes, and an'y Inslrumant Ar a�f ei}rift IfArrewaf fg required r i tine Under this h t e iralenit wbeoi
delivered Will coalstituto legal,valitl,and bindlno Ob'lipatfons Of Borrower enforceable against Brjfroeser its acaesrdrinr;a Wflfr their rnapoc[fva
terns
Propertias. Except as. cnntomptated by this AI}renme of of as previously disclosod in Borrowcer's financial statements of in wrilfn(A to Lender
anis is accepted by Linder,and except lot peopon,y tax hens doe taxes not presently due and payabto,Bwrower owns and has quiAl title to
,It of B1trr'oih'raf's propgrlies hna and uta.ac of all Security Inrofastr:,and teas not oxticutvie
ted any socy documents Or financing statements
relating to such Pro;*rtles. All of BoYrOwer'S properties ate filled in Bottowors legal name,and Boreovsof 1%aS r101 used or filed a financing
$tatt`mgnt tindot any mhot clamp tgr At yeast the IUat five i51 years,
Hazardous SubstanCaa, [),"pt as disclosed to and acwraowltdged by Lender In writing,Borrower represents and warrants-.flat. Ill During
'flee period of BOnxzwar`s Ownership of 1.he.Collateral.there has been nO use,go"'ft+nion,monuftreturc,stnragn.trgstrngnr„disposal,release
Or thln:atcngd ralaosra of any F?erardtiius StilrstanoU by any Pefsor'on,under, about or front arty of lho C011steral.. 121 Ltulr'xwor fibs rw
httawfgdgfa of,or ntasan to luzit€+ue Lhsc theca hare be is any hraach of v'IoletlAn al any E:nvironmemai lace: nr,aab ere argoie must r
mane¥acture, storag#, treatment, disposal, retensc Or fhtalttr(5f.:d rater" ai any fin threiouSubsfIjifj,n olr, N
Collato(ai by any pilot owners of occupants of any of the ColiatWhl:Of it') any actual or(htgafG•ned I,3i ttlYiAir et alairb5 p 4 any ktind I'y'any
person relating ie such mnftrrs:. (3f Nobhhr Borrower not any tenant,eontractar,argent.or miler Aulhorfzr:d user xrf any of lira Cu?lmetaf
shall esu. generate, fnanulaeturu, store. treat, dispose ul or release any Hazardous Substance on, undar, about or front any of llrtf
Collntenaia and any such activity shall be conducted in compliance wi'fh Ott apfik)able federal, state: and local tavnr, fegulations, and
ordinances,including without limnafiao all f:nvitenmantat Lows, Gotrowor awha'r'i%gs Londar And iia egnnla In enter,upon the Collateral to
make Such rnNf7oCtions and testa as L.endai tnAy dtl'om apprOpr'iele to datcrmints compliance Of aha C011attaral with Chic lieGUan of ilio
Agraamonr. Any inspaatians of tests made h'/L,rndor-,hall be of Berrower's Oxpanso and for London's purposes only anti sr[ati not be
construed is MAIC any tasponsibltily or liability Oh the part oI Lender'til Borrower or to any other person, The FeprCs'an'tatinflS and
warranties contained herein via based ata Borrower's due:diligence in ipvostigading the Cflfaterai far ifarardous waste arnf H7zardfus
$uhS.[rtn.eS, Liorrowor hgrCey Elf rete Seta and wreves tiny lUiUte ClaimsF1gAfrast pa:ndt: m
•' for deninity or GOhtrlbUdOn in the event
6orrowet becomes liable.for Ooanup tar pniar costs unde,ally r,l3Gh lovirr,and 12f agrf or kit indemnity,den e and hold harmlot lenclbt
AgelnSl afly and all claims,las ifs,iiabiflucs, darnageg.pc"nrd230, and Cope€chis°,vhlch U, N Milt ditemAy M dira0fly 9UStaan or Stiff("
resulting from a breach of this 'section of the Agreefnenr Of as a CAnsfgt}enGe of Orly use. genefauon,M1311`10`11-twlel
.,tOfay di..a.a..al.
feICHSa Af',Irre¢fler\:.d n;latise of 11 flalatdous Waste 0r 5�iafdalanco an the Lolllnafai. 'he pfaviaafan,, Of tf! ref_)n Gel €rtr,. Agri• mP 11
01
including tiro obiigation fe indemneiy and di tend, shalt i;wwvP the T'at m'nxt`An )tPa ny� !(N�,3s,rr i Y it3F lP!t;o(1 J��Af,r K tESl an b
stilielao{iz,tn of this Agfz.on'Wit. and nfris€f r,Ai bi(. atf.;r,Sx)d t)y to;flr,d«,,a ,aL,Gh.
fori,cimurn Or ref?Tera;se,
Litigation and Clainls. Fitt "Ii(Anitiori, dram, Ime.eligafion, admifi,;';,alP+e ['a+or,et'jing, or f"rhidom ttasm.i fix unp.a'd vlxrai
BUSINESS LOAN AGREEMENT
(Continued) Page 2
against Borrower Is pending or threatened, and no other event has occurred which may rriatcrially adversely affect Borrower's financial
condition or properties, other than litigation, claims,or other events,if tiny,that have,been disclosed to and ncknowledgnd by Lender in
writing.
Taxes. To the best of Borrower's knowledge,all of Borrower's tax returns and reports that are or were required to be filed,have been
filed,and all taxes,assessments and Other governmental charges have been paid in full,except those presently being Or to be contested by
Harrower in good faith in the ordinary course of business and for which attlequato reserves hAva buten provided.
Lien Priority. Unless otherwise previously disclosed to Lender in writing, Borrower has not entered into or granted any Security
Agreements, or permitted the filing or attachment at ally Security interests an or affecting any of the Collateral directly or'indirectly
sreuring repayment of Borrower's Loan and Note,that would ba prior or that may in any way't t:superior to I.eodei A Security Intetasis and
rights in and to such Collateral,
Binding Effect. This Agreement, the NATO, all Security Agrooments tit any), and all Related Oocumori are binding upon the signers
thereof,as well as upon their successors,representatives and assigns, and are legally enforceable in accordance with their respective
terms.
AFFIRMATIVE COVENANTS, Borrower covenants and agreas with.Lender that,so long as this Agreement remains in effect,Borrower will;
Notices of Claims and Litigation. Promptly inform Lender in writing of (t) all material adverse changes in Borrower's financial condition,
and 121 all existing and all threatened litigation,claims,investigations,administrative proceedings or similar Actions aftrcting Borrower or
any Guarantor which could materially affect lite financial condition of Borrower or the financial condition of any Guarantor.
Financial Records. Maintain its books and records In accordance with GAAP,applied on a consistent basis,and permit Lender to examine
and audit Borrower's books and records at all reasonable times.
Financial Statements. Furnish Lender with the fallowing!
Annual Statements, As soon As available,but in no event later than one-hundred-twenty 1120)days after the end of each fiscal year..
Borrower's balance short and incomn stntemont lot the year ended,prepared by Burrower.
Tax Returns, As soon as available,but in no event later than thirty(30)days after tate applicable filing date for the tax reporting Period
ended,Farir.fnt anti other governmental tax returns,prepared by n tax pmfassiOmai satislactary to(..ender.
All financial reports required to be provided undor this Agreement shall be pmPared in Accordance with GAAP, applied on a consistent
basis,and certified by Borrower as being true and correct.
Additional Information. Furnish such additional information and statements,as Landau may request from time to time.
Additional Requirements. Borrower to maintain a deposit relationship with Londor,
Insurance. Maintain fire and other risk insurance,public liability insurance„and such other insurance as Lender may require with respect to
Borrower's properties and operations,in form,amounts,coverages and with insurance con,Pnnias acceptable to Lender. Borrower, upon
request of Lender,will doliver to Lender from time to time[ha policies or certificates of insurance in form satisfactory to Londer,including
stipulations that coverages will not be canceflod or diminished without At least an(t 0)days prior w(itten notice to Lander, Each insurance
policy 0160 shall include all endorsement providing that covetago in favor of Lerida(will not be impaired in any way by any act,omission or
default of Borrower or any other person, In connection with all policies covering assets !n which Lender holds Or is offerr..d a seuurify
interest for the Loans,Borrower will provide Lender with such lender's loss payable or other endorsements as Lender may require.
Insmanea Reports. Furnish to Lender, upon rcquest of Lenoir, reports an aach existing insuranco policy showing such information as
Londor may roasonably request, including without limitation the following: t1l the nacre of the insurer; (21 the risks Insured; (3) the
amount of the policy; (A) the properties Insured; 151 the than current property values On the basis of which insurance has been obtained,
And the manner of determining those values;and (6) the expiration date of the policy. in addition,upon request of Lender{however not.
more,Afton than annually),Borrower will have an independent appraiser satisfactory to Lander determine,as applicable,the actual cash
value or replacement cost of any Collateral. The cost of such pppraisaf shall be paid by Borrower.
Gueramics. Prior to disbursement of any Loan proceeds,lutnish executed guaranties of the Loans in:favor of Lender,executed by the
guorantOr named below,on Lender's forms,and in the amount and under the conditions sot forth in those guaranties.
Name at Guarantor Amount.
Christina M.Classier $1,710,000.00
Other Agreements. Comply with all terms and conditions of all other agreements,whether now Of hereafter existing,WNW Borrower
and any other party and notify Lender immediately in writing of any default in connection with any other such agreements.
Loan Proceeds. Use all Loan proccads solaty for Borrower's business operations,unless specifically consented to the contrary by Lender in
writing,
Taxes.Charges and Liens. Pay and discharge when due all at Its indebtedness and obligations,including without limitation all assessments,
taxes,governmental charges,levies and lions,of every kind and nature,imposed upon Borrower or its properties,income,or Profits,prior
to lite date ort which penalties would Attoch,and elf lawful claims,that,if unpaid,might.becomo a(ion or charge upon any of Borrower's
properties,income.Or profits. Provided howovet,Borrower win riot be required to pay and discharge any such assessment, tax,charge,
levy,lion Or claim so long As (1) the 1O9aiity of the same shall Tae contested in good faith by appropriate Proceedings,and (2) Borrower
shall have established on Bhrrewer'S books adequate fpserves with relrool to such contes•ed asseaSmeml,tax,chitrgo,levy,lien,Or claire
in accordance with GAAP.
Performance. Perform and comply.in a timnly manner,with all forms,conditions,And provisions set forth in this Agreement,in the Related
Documents, and in all other instruments and agreements between Borrower and Londer. Berio.vet shall notify Londer immediately in
writing of any default in connection with any Agreement.
Operations, Maimain exaculive and momigAmont personnel with suhstamsinlly the samra yt.talifit;a[inns And Pxfinrinneo as file present
executive and managamom personnel:provide written nodco to Lander Al any change in exncutivo And mariagr+room timsonn it;conduct its
business alfairs in a reasonable and prudent rnanncr.
Environmental Studies. Promptly conduct and complete,at Borrower's expense,all such investigations,studies,samplings and Testings as
may be requested by Lender or any govemmortal authority relative to any substance,or any waste or byproduct of,any substance defined
as toxic or a hazardous,substance under Applicable federal, state, or local law, rule, regulation, order or diractive, at Or affecting any
property or any facility owned.leased or used by Borrower.
Compliance with Governmental Requirements. Comply with all taws, ordinances, and regulations, now or hereafter in effect, Of all
govornme,lot authorities applicable to the conduct of Borrower's properties,businesses and operations,and to the use of occupancy of the
Colialiaral.including without limitation,the Amarlcans With Disabilities Act. Borrower may contest in good faith any such law,ordinance;
of regulation and withhold compliance during any proceeding,including appropriate APPcals,so long as Borrower has notified Lender in
writing prior to doing so and to long Oar in Lender's sole opinion, Lender's interests in the Collateral are nes.jeopardized, Londer tinny
require Borrownr to post adequate security at a surety bond,reasonably satisfactory to Lendaf,to protect Lender's Interest.
Inspection. Permit employees of agents of Lender at any ronsonablo time to inspect any And all Collateral for the[.can or Loans and
Borrower's other properties and to examine or audit.Borrower's books, accounts, and records and to make copies and memoranda of
Borrower's books, accounts,and records. 11 Borrower now or at any time hereafter maintains any recards (including without limitation
computer generated records end computer software programs for the generation of such records) in the possosston of a third party,
Borrower,upon request of Londer, shall notify such party to permit tender tree access tO such records at all reasonable times and to
provide).under with copies of any records it may request,all at Borrower's expense.
Environmental Compliance and Reports. Borrower shall comply in all ntspacts with any and all Environmental Caws;not cause or permit.to
exist, or,a rasult of an Intentional or unintentional action or omission on Borrowat's part of on the part of any third party,On property
Owned andlor occupied by Borrower,any environmental activity wheto damage may result to the environment,unless such environmental
aetivity is pursuant to and in compliance with rho conditions of a parrnit issued by the Appropriate federal, state or local governmental
authorities;shall furnish to Londor promptly and in any event within thirty(301 days After recaipt thereof a copy of any notice,summons,
lion, citation, directive, letter or other communication from any governmental agency or Instrumentality concerning any intentional or
unintentional action or omission An Borrower's part in connection with any environmental activity whether or not there is damage to the
environment And,^'or ether natural resources.
Additional Assurances. Make, execute, and deliver to Lender such promissory notes, mortgages, deeds of trlast, security agreements,
assignments, financing statements,Instruments,documents and other agreements as Lender or its attorneys may reasonably request to
evidence and secure the Loans and to perfect all Security Intervals.
BUSINESS LOAN AGREEMENT
(Continued) Pager 3
RECOVERY OF ADDI'TIONA'L COSTS. If the lmp"4ion of Or any chance in Any lave sutra, regulahtan of gJklilfirie, Or fila initiff,r a Vee;cl
application of any thareoi by any court or administrative or governmemal authority ifs It;tLng':any rt:quast or ptlAc:y not navirri rile force.r f favi,'
shAl➢impala, muddy or!mike AppAcable any 'taxes ,ekCeiit IOdfga€ state of leGa, iripoted on 'enieff reserve
rabuirarnomm,capital a'dneiwicy rmtiiti"mems Or Other obligatmi's Whitth Waulr;i JAI ion Slrr I .lh1 com to t enam if r f,x ix:f;,'tryst or milullW bind dw
Credit tnailitiis tQ which this Agri tnent ralale t, 1(0 feduC b file arnot.rmB Cayetsfrv,tea t,f,ad,r under ihnt Asa rr,nlonl nt 1111i 11lg,iiia Ore.cn'e"K
or ICI feducp the rate tit ratan'ria.Lamlet''s sapiial as.a conso(fuence of i.r,n,£.-s atalagatnms*,ih resp:<,nt wlila aradlt indiU¢;s t a v,11-011 thus
AttFCvmcni rtltateli, it,(' l3rfrrawr,f agfees to pay L�endcr suoC atfcMional anteunts As wi€^cmmpen SAfa Lender it PreYor,.anhtn lave{y 9Ayrt AnCt
Lendlef's written demand for s,; 11 piay'llont, which domaand shall be xicco mparArd by an aklRlalna111311 of klej, Irnpasnion r9i r;YY'It;fa; and a
calculation in fea&onable detail of th(,.add'.tional amounts payable by Rorrnw ar, which axplanat(on and Cacta'lations shall be condusiva in the
absonce at manifest odor,
LENDER'S EXPENDITURES. it Any action or pfaeaeding is commen'c'ed That would material€y a'llcct Londilf's Interest m the Collateral or d
lierrowet fails to comply with any provision of ills Agreement or any Related Cuaurnon[a,including,but not limited to Surrowet's failure to
discharge or pay when due any amounts Borrower is required to discharge or pay under this Agrr ameba at any Ra,,ned Documental,Lender on
tlaraower's behalf may(but shall riot bo obi'kiwed tot take any action that tender deems appropriate,inclvdlul(l but I)dt linptad to discharging Or
paying aft taxes,fienS,sueurity intcrcalrs,encumbrances and other claims,lit any alma t'sviCd of pinced On any collawtal and flaying all Ca$is for
insufing,main)aining and preserving oily C011alerai, All such O%pbfjd,tprea ino;tared Of pard by Lendat for such purpO59s will thein bear interest at
the rate charged undor the Nota from the data incurred or paid by Landor to the data of ropayment by Borrower, All such expenses will become
.A part of'Ihe Indebtedness and, at Lender's ofitfan, will (A) be payabta on demand; (R) tie added to the balanic at the NOW And he
opponfonad among and tact payable with any installment payments to become due during either til the term of Jany applicable insurance frobcy:
of Ill the femoining term of the Now or (C) be troated a5 a balloon payment which will be due and payable at the Note's mi'atOd y.
NEGATIVE COVENANTS. Borrower coventints and agrees with Lendat filch MAO this Agreement is ill effect,Borrower shalt not,without the,
p6m wrihell corrsar+t Of Lester':
Continuity of Dilatations. its Engage in any businoss aetivilias t ubstantiaify flatulent than those ill t^HQII B(frnxwef is pr?:genus""gaged,
Of 12) cease operations,Liquidate,merge,transfer,acquire or consolidate with any other entity,change ownership,dissolve of trar+sfef tit
loll Collateral out of fill:,.ordirfary course of but4rtass.
Agfaomonts. ROfrawer will not enter into .any agroomc.rn contoining any provision% which would be violated at braachad by the
performance of Bortoww's obifgabons under this Agreement or in connection harewfth.
GESSATION OF ADVANCES, It Lender hes march any commitment to make Any Loan to 13otrower,whether undor this Agreoment or under any
other Ag,demont,!.ender:,hail have off obligation In make Loan Advances or to disbur.n I.,can procvrit s& fail Borrntwef Or any Guarfanrdr is in
default under lhe'terms of this Agmernent of any of the RalAtCd f3OCun1er111,of itny other Sagfet;rna"n that f;ixr•o'wVC or any Guwanw,has with
L(ovinr; alai Hounwar or Any Gu.arantof da s,li(tconws ecu mpoi'a nt or linla ser,insoi vl,n, I'ilf>fi it to fOhnn ill bnnkrupic y tit 8'ifnilm pfoaaadings,
ne is adjudged a bankrupt,' tCt them occurs a mamn'af rdvefte rh an 4e in Roffew"("'r finsncaat an thn flnancia€ con:huon of arty
Guwankw,or ill the:value of gray c0atl:raf se:runng tiny Loan;ea 0 any Guaronlor linilks,cLalms or oth,arrrafa.o attempts to hmd, modllV of
revoke such GuArantor'a'guaranty of the Loan or Any other loan with Londe r;ar {Ff Lcndar In goer,'faith deains if=licit i wecuro,liven ihoc,gh ria
Event at Default shat[have occurrod,
FIGHT OF SETOFF. To the mrll± t permitted by Appfrabie law.lender re Serves A right of setoff in ailf Fli. rower's rir„rnuAN with I Pinder Soshedknr
checking,savings,or$ome Other account), This Includes tit accounts Borrowal holds jointly with f;omeono false and all arcountc Borrower may
open in fila future, However,this dues not include any IRA w Keogh accdunta,of cosy trust accounts for witch seloff wuta€d be,praNhifed fly
taw, Borrower authofilros tondm,to the extent peem'tted by app!cabie taw,to charge or Wall ASI sulT'A ow,ntt oil tate, taabrwdnvs's aglfms:any
and all;Such its f,Ourfig,find,at Lander's option,10 alit}anr$trahvefy f(v"e tilt l'urh nccuunts to aAbw 4:endar t0 proti".ct Lander ti%hurtle and setul£
rights provided in this paragroph.
DEFAULT. Each of the followi
BUSINESS LOAN AGREEMENT
(Continued) page 4
somoone else to help enforce this Agreement,and Borrower shall pay the costs and expenses of such enforcement. Costs and expenses
include.Lender's reasonable,attorneys'fens and legal expenses whether or not then)is a lawsuit,Including reasonable attorneys'fees and
legal expenses for bankruptcy proceedings iincludfng efforts to modify or vacate any automatic stay Of injunctient, appeals, and any
anticipated post•judgmenl collection services. Borrower also shall pay all court costs and such Additional fetes as may he diractad by the
coon.
Caption Headings, Caption headings in this Agreartiont aro Act c:OfivOnienre purposes only and ora net to bo used to Interprat or define the
provisioms of this Aztreemism.
Consont to Loan Participation. Borrower agrees and consents to Lender's Sale or Inmates. whelhor now or later, of one or more
participation interests in the Loan to one or more purchasers,wnettrer related or unrelated to(mien. Lender may provide, without any
limitation whatsoever,An any one or more purchasers, Or potential puichasors, arty information at knowledge Lender may have about
Borrower on about any other matter relating to the Loan,and Borrower hereby waives any rights In privacy Borrower may have with respect
to such matters. Borrower additionally waives any and all notices of sale of participation interests,as well as an notices of any repurchase
of such participation interests. Borrower also agrees that the purchasers of any such participation interests will be considered as the
absolute owners of such interests in the Loan and will have: nit the rights granted under the parlrcipatfon agreoment at agreements
governing the sale of such participation interests. Borrower fur'thvr waives all fight,,of offset or counterclaim that it may have now or Inter
against Linder or against anY purchaser cit sua:h a paniciphurth inter5st and unconditionally agrees that eithof%.ender Or such purchaser may
)nfor,a Bmrower's obligation under the Loan irrespectivee of the datum Or insolvoncy of any holder of any interest in the Loan, Borrower
further agrees thatthe purchaser of any such participation interests may enforce its interests Irre POctivO e1 any personal claims or
delanses Ilial.Borrower may have against Lender,
Governing Law. This Agreement will be governed by federal law applicable to Lender and,to the extent not preempted by federal law,the
laws of the Commonwealth of Pennsylvania without regard to its conflicts of taw provisions. This Agreement has boon accepted by Lender
In the Commonwealth of Pennsylvania.
Choice of Venue. If there is a lawsuit,Borrower agrees upon Lender'S request to submit to the jurisdiction of the courts of Franklin County,
Commonwealth of Pennsylvania.
Joint and Several Liability. All obligations of aorrowar under%his Agreement shall be joint and several,and all references to Borrower shall
mean each and every Borrower. This means that each Borrower signing below is responsible for all Obligations in this Agreement.
No Waiver by Lender. Lender shall not be doomed to have waived any rights under this Agr)omont vniess Such waiver I$given in writing
and signed by Lender. No delay or omission on the part of tender in oxercising any right shaft operate as a waiver of such right or any
other right. A waiver by Lender of a provision of this Agreement shag not prejudice or COnsi€tuta a waiver of Lender's-right otherwise tri
demand strict compliance with that provision or any other provision of this Agreement. No prior waiver by Lender,nor any course of
dealing between Lender and Borrower,or between Lender and any Grantor,shall constitute a waiver of any tit Lender's rights or of any of
avirowar'e or any Grantor's obligations as to any future transactiana, Whenever the consent of Lender is required under this Agreement,
the granting of such consent by lander in any instance shall not constitute continuing consent to subsequent instances whore such Cunsatlt
is required and in all cases such consent may be granted or withhold in the safe discretion Of Lender.
Notices, Unless otherwise provided by applicable law,any notice required to be given undfir this Agreomoni shall tie given in writing,and
shall be oftaclive whoa actually delivered,when actually reevlvod by talafacsimide#unless otherwise required by lawn,when deposited with
a nationally recognized overnight mentor,Of,if mailer!,when deposited in fit£United States mail,as first class,certified or registered mail
postage prepaid,directed to the addresses shown near the beginning of this Agreement. Any party may change its address for notices
under this Agreement by giving formal written notice to the other parties,specifying that the purpose of the notice is to change the party's
address. For notice purposes, Borrower agrees to keep Lender informed at all times of Borrower's current address. Unless otherwise
provided by applieabio law,if there is more than One Borrower',any notice given by Lender to any Bot(ower is deemed to be notice given to
Ali Borrowers.
Savarability. if a court of competent jurisdiction finds any provision of this Agreement to be illegal,invalid, or unenforceable as to any
person or circumstance,that finding shall not make the offending provision illegal, invalid, Or unanfercoahlO as to troy other person or
circumstance. 11 feasible, the offending PrOvdsiOf)Shalt be considered modified So %hat it becomes legal, valid and enforceable. 11 the,
offending'provision cannot be so mortified, it shall he considered deleted from this Agreement. Unless otherwise required by 1£w, the
Illegality,invalidity,or unAnfarCeab€tity of any provision at this Agroemeni shall not Affect the legality,validity or entome.ability of any tither
provision of this Agreement.
StrOeaasotb and Assigns. All covenants and agreements by Non behalf of Borrower contained in thio Agraamanf or any Related
Documents shall bind Borrower's successors and assigns and shall inure to the benefit of L.endot and its successors and assigns. Borrower
shall not, however, have the right to assign Borrower's rights under this Agreement or any Interest therein, without the prior written
consent of Lender,
Survival of Representations and Warranties, Borrower understandai and agrees that in extending Loan Advances,(..ander is relying on all
represnniations, warranties, And covenants mads by Borrower in this Agreement or in any Cert'rri4ata ar other instrument delivered by
Borrowor to Lander under this Agreement or the Related Documents. Borrower further agrees that regardless of any investigation made by
Lander, nit such representations, warranties and covennnts will survive the extension of Loan Advances and delivery to Lender of the
Related Documenis,shall be continuing in nature,shall be deanied made and iodated by Burrower at that time each Loan Advance is rnado,
and shall remain in full force and effect until such time as Borrower's Indebtedness shall he paid in hill,or until this Agreement shall be
terminated in the manner provided above,whichever is the last to occur.
Time is of the Essence. Time f8 of the)s tenoe in tiro purfnrrrianCo at this Agroemem.
Waive Jury. All parties to this Agreement hereby waive the right to any jury trial in any action,proceeding,or counterclaim brought by any
party against any other party.
DEFINITIONS. The fallowing capitalized words and terms shall have the fallowing meanings when used in this Agreement. Unless specifically
stated to the Contrary,all raferenctes to dollar amounts shall moan amounts in lawful money of the United States of America, Words and terms
used tri Ileo singular shall include the plata),and the plural shall include the singular,as.the context.may require. Words and terms not otherwise
defincd in this Agreement shall have the meanings attributed to surti terms in the Unilever Commercial Cotte. ,Acekunthtg words;and terms not
otherwise dalinbd in this Agreement shall have the meanings Assigned to them in acCotdance with gonaraliy aCC4pt)d accounting principles A$in
effect on the date of this Agreement:
Advaticc 'c he word"Advance"means a disbursement of Loan funds made,or to be made,tis Borrower or on Borrow)r'S behalf on a line
of orodit or multiple advance basis under the terms and conditions of INA Agtaemem.
Agiaitmont. The word•Agraemtsnt"moans this Busino is Loon Agreement,as this Businoss Loan Agroemont may tie amendod or modified
from time to time,together with all exhibits and Nchaduies ottarhnd to Ants Business Loon Agroamont from time to time.
Borrower. The word"Elorrower"means Michael L,Proffitt and Samuel F,Cresster and includes all ca-signers and co-makers signing the
Note and fill their successors-and assigns.
COliataral. The word"Collateral"rnaens all properly and Ir"als granted as collateral security fir a Loan,whathar real or personal property,
whether granted directly or indirectly, whether granted now lir in the future. and whether granted in the farm of a security interest,
nlq+tciaga,cOoateral morigaga,deed er trust.Assignnieni,pledge,crop pudcle,chattel mortgage,collateral chattel mortgage,chattel trust,
factor's lion,equipment trust,conditional sale,trust rorelpt,lien,Ohefge,lion or title retention contract,cease or consignment intended as a
security device,or any other security Or lien interest whatsoever,whether cr'ented by law,contract,or otherwise..
Environmental Laws. The words "Fnvironmonial Laws" mean any And all state, federal and local sratufes, regulations and ordinance.,
relating in the protection of human health or the environment, including without limitation the Comprehensive Environmental Responso,
Compensation, and Liability Act of 1950, as arrended, 42 U.S.C. Section 9601, et seq. ("CERCLA'). the Superfund Amendments and
Reaurhorization Act of 1986,Pub,L.No.99-499 f"SARA'1,file.Hararctous Mater€tis Transportation Art,49 U.S C.Suction 1601,at seq.,
Ilio Rvsourco Conservation and Racovory, Act, 42 U S.C. Section 6901, et sop.. or alner applicable 6tate or federal laws, rules. ur
regulations adopted pertieant thereto•
Event at oafautt, The words"!'.vent of DetaulC mean any of the events of default Set lorth in this Agreement in the default section of this
Agreement,
GAAP. Tire word"GAAP'rnrans generally accepted accounting principles.
Grantor. The word"Grantor" moans each and all of the persons or entities granting a Security Interest in any Collateral for the Loan,
including without limitation all Borrowers granting such a Security Interest.
Guarantor, The word'Gunrantor"means tiny guarantor,surety.or accommodation party of any or all of the Loan.
BUSINESS LOAN AGREEMEC•J',
(Continued) Page 5
Guaranty, The word"Guaranty"means the guaranty from Guarantor to Lender,InctudIng without limitation a guaranty of all or part of the
Note,
Hazardous Substances. The words"Hazardous Substances" moan materials that, bacouto of their quantity,concentration or physical,
chemical or Infectious characteristics, may cause or posse a present or potential hazard to human health or the environment whin
improperly u,ed, trowttd, stored. disposod of, generated, manufactured, tran5portod or otherwise handled. The wards "Hazardous
Substances" are used in their very broadest.sense and include without limitation any and all hazardous or toxic substances,materials or
waste as dafined by or listed under the Environmental Laws. The terra"Hazardous Substancos"also includes,without limitation,petroleum
and petroloum by-products or any fraction thereof and asbestos.
Indebtedness. The ward"indebtedness"means the indobtodnecs evidenced by the Note or Related Documents,including all principal and
interest together with all other indebtedness and costs and expenses for which Borrower is responsible under this Agreement or under any
of the Related Documents.
Lender. The word"Lender"moans Farmers and Merchants Trust.Co.of Chambersburg,its successors and assigns..
Loan. The word "Loan" means any and all loans and financial accommodations from Lander to Borrower wrrrtnor now of heraatter
existing,and however evidenced,including without limitation those loans and financial accommodations described herein or described on
any exhibit or schedule attached to this Agreement from time to time,
Nota. The word"Note'means the Note executed by Michael L.Proffitt and Samuel F.Cressfor in the principal amount ci 55,710.,000.00
dated May 8,2009,together with all renewals of,extensions of,modifications of,refinancings of,consolidations at.and substitutions tar
the note or credit agreement.
Related Documents, The words "Related Documents" moan ail promissory nates; credit agreements, loan agreements, environmental
agreements,guaranties. security agreements.mortgages,deeds of trust, security floods, collateral mortgages, and all other instruments,
agreements and documents,whether now or hereafter existing,executed in connection with the Loan.
Security Agreement. The words "Security Agreement" mean and include without Ifrm0313011 any agrearnents, promlccs, covenants.
arrangements,understandings or other agreements,whether created by law,contract,or otherwise,evidencing,governing,(epresenting,or
creating a Security Interest.
Security Interest. The words "Security Interest" mean. without limitation, any and all types of collalaral security, present and future,
whether in the form of a lien, charge, encumbrance, mortgage, doed of trust, security deed, assignment, pfedge, crop pledge, chrirtnl
mortgage, collateral chattel mortgage, chattel trust, factor's lien, equipment trust, conditional sale, trust receipt, lien or title retention
contract,lease or consignment intended as a security device,or any other security or lien Interest whatsoever whether created by taw,
contract.or otherwise.
BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS BUSINESS LOAN AGREEMENT AND BORROWER AGREES TO
ITS TERMS. THIS BUSINESS LOAN AGREEMENT IS DATED MAY B,2009,
THIS AGREEMENT IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS AGREEMENT IS AND SHALL CONSTITUTE AND HAVE THE
EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. y
9
BORR WER:
�. ,..�....._�..
X
Meet) `, _v (Beall
Mic not L.Pr In Samuel F,Cresslor
LENDER:
FARMERS AND MERCHANTS TRUST CO.Of CHAMIBERSBURG
yg �T�? ., ...
(Soot)
Orion E.Wolkort, ice Prosidartt
«+Gt>t:Ya'C:.• a e,F.,+r.6b tC Gew.M»wx w�xr,ra^ew•v.s.a,,aW r.35Ya, NVy.. r.-+s ro a. rnri+.'n.e�.38t wXt
EXHIBIT B
PROMISSORY NOTE
Principal Latin IJattt Nittturity Loan No call r call Account 06tcer inittafa
$1-3101 05 08.70tf9 11 15 20 tet, _;.. _..� 1A1 f 3572 _ _ B_E_1h1 m . _
References in the aoxas nhavie are tot Lcwter`e into only and(1:)riot I'in,it the applicability Of this efactlmenl to any pantalar loan Or lien
Any Item above con�fomin has teem om'iltad due to text length limitations.
SOrrower:- Michael L.Proffitt Under- Farmers and Merchants Trust Co,of Cha£trborsburg
Samuel F.Crasslot Cofmr,arcint Se-kris Departrnont
12.9 Mountainside Rood 20 South Mair,Street
He,poto Ferry,WY 25425.6572 P.0.Box 6010
Chambersburg,PA 17201.6010
017€254.6116
Principal Amount: 81,710,000.00 gate of Note: May 8,2009
Maturity Date, November 16,2010
PROMISE TO PAY. Michael L.Proffitt and Samuel F,Grassier I'Sorrawor"1 jointly and severely promise to pay to Par£nars and Merchants Trust
Co.of Chambersburg("Lander"f,or order.in lawful money of the United States of America,the principal amount of One Million Sayan Hundred
Tan Thousand&001100 Dollars 01,710.000,00)or so much as may be outstanding,together with intaroist on the unpaid outstanding principal
balance of each advance. Interest sboll be calculated train the Hata of oath advance until repayment Of each advance,
PAYMENT. Borrower will pay dtis loan in one payment of nil outstanding principal plus all accrued unpaid"interest on November 15.2010. in
atfditian,sorrewer will pay regular inoh9bly payments of all accrued unpaid Interval duo as of each payment dater beginning June 1S,2009,
with all subsequent interval payments to be due on tho Santa day of each month after that, Unloas athury iao agreed or required by applicable
taw;payments will be applied first to any unpaid collection coats:then to any late charges:than to any accrued unpaid interest;and then to
principal. Bafawar will pay Lander at Lender's address shown above or at such other place as Lender may designate in writing.
VARIABLE INTEREST RATE. The interest rote on this Nora is subja;ct to change from lima to time based on chartgas in an independent index
which is the U.S,f1rimo Elate ax quoted in the Money Rates section of the Wall Slatot.Journal. Wharf e fango of rates aft:pubtisitoct,trio'higher
of the rates will be used. Rho 'Index"), 'The Index is not nernssarily the lowest rate,,charged by Lensnr on its loans, it the Index becomes
unavailablu during the tern)of this loan,Lender may desic)nafa a substitute inde",.after notifying Bonowaer., Weider will tell Burrower the current
index rare upon Borrower's raiiiueat, Tire interest rale change will riot occur more often loan each tone thole is a change in the Index. Borrowor
undere?ands iha/ Lander may rniko loans hesr.Rd on other,alas'a4 Weil, The index currently is 3.250% per annual. Thtx intAreb'I rata to be
gi'ap6ad to tine unpaid ptinciprd halaneu of llik Nate will be coiculnted as dtasofibed in ilia-INTEREST CALCVLATIRN MFT HOD"paragraph using
n rain of 5.000 percentage point Over the,:index,76justatf if rsccessnry for any minimum and maximum rate dmitatvins described below,fersulutIq
in set Initial race of 5.000%per annum basad on a year of 36D days, NtO1lCE; Under no cucumsiances will the interest rate,,on this.Nolo he
less than 3.000%par'arinuns of mule than the,maxinturn fate a€lowell by oppl€cable:lay.'.
INTEREST CALCULATION METHOD. interest on this Nate is computed on a 3651360 basis;that is,by applying ilia ratio of the interest rate
over a year of 360 days, muitiptied by the outstanding principal balance, multiplied by the actual number of days the principal balance is
oulstanding. All interestpayable under this Note is computed using this method.
PREPAYMENT. Borrower agrees that all loon fors and other prepaid fmante charges are earned fully as of the date of the Tann and will not bP
subject to refund upon,early payment (whother voluntary it as a result at default), except as wherwitw, required by law. Except lot the
foregoing,Borrower may pay without penalty ail or it portion of the rtmount owed Notice than it is due. Carly payments Will riot,unless agraed
it)by Lander if,wroing, relieve, lllonowa" of (ianoww'b obiioation to continue to make payments of accrued unpaid interest. Rasher, early
payments will redone thrrk,principal ha€are,"due, N)ftower agrees not to solid Lendauf payments markort"pald in full", "rriihocrl ror.owse" of
similor iangungo, it Porfower Bend's such a payment.Lender may arcept ii wi;hou£losing any or Londe"w rights undo,th,S Nott`, and Uo(fower
will remain obligated to pay any further annual awed to t„ender, All written communicalibets coti;;nrn€n,I disputed amount„including nny chock
at other payment Instrument that indicates that the payment conslitules"paycnont in Wit”of the amount ewed ar that ea with other
conditions or limitations or a4full satisfaction Ill a dlspulod antaunt must be,;mailnd(ir dolivefed to: Panners end flrtrchanis'fatal 0,)"q any Lt
Chambersburg,P,O.Box 6010 Chambersburg,PA 17201.6010.
LATE CHARGE. It it payment is 16 daYs of more lata, Bouoww will bo charged 6.000°x6 of the unpaid portion of ilia regularly scheduled
payment.
INTEREST AFTER DEFAULT. Upon detau€£, including larlwo to pay upon linsl maturity- the, kwerasfrate,;an this Now shall be ineaeased by
Adding a 2.000 percentage point margin (`Default Rate Margin"). The Default Rata Margin shall also apply to each succeeding mtciest rate
change the%would have app€lad had intro been no delauit. If judgment is entered in connection with this Note,intorast will continua to ac,-.run
after the data of audomeriz in lite rale in aflw;t al the Were judgment is ernered. Hbw4,.ver,in no event will the int'erast rate exceed the maximum
Interest rota ih»ilotions under epplhtabie qtw,
DEFAULT. Each of the following shall constitute an event of default('Event of Default"1 under this Note:
Payment'Default. Borro'wor tarts to make any paymoot when clue under this NOW
Other Oafanits, harrower fails to comply with lir to pt,rtarm any other term,obligation,covenant or earrditign cant aimed in this Nate or in
any of the related documents at to comply with or to perforin any Dorm,obligation,covananl or condition contained in Any other agreement
between Lander And Rarrower,
Default in Favor of Third Parties. Borrower or any Cramer(11114lilts under any loam,extancicn of credit,security agreement,purchase or
sales ag)renment,at any other tlgrcemnnt,in favor of any ether creditor or person that may materially affect any of Bilfruwar's ptaTaorty Or
Borrower's ability to repay this Nate or pr rforrn Borrower's abh9alions under this Now or any of the rotated documents.
False Statements. Any warfanly,repre6untation or slatemont meds at furnished to Lender by Borrower or on Borrow>r's behalf under this
Nola or the related dorureaants is false or misleadingin any material respect,either naw of at the tiatrl made or furnished ar beiromes false
or misieadirgl at any time thereaher„ .
Death or insolvency, The death of Borrower or the dissolution at termination of Burrower's existence or t1 going business,the insolvency
of Sonower,the appointmentof a receiver for any pan of Borrower's property, any assignment for the benefit of creditors,any type of
creditor workout,or the commencument of arty proccading under any bankruptcy at insolvency Paws by or n'ge€list Harrows?,
Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture pnacoedin(rs, whethat by jurif:0 proceeding, seg-help,
repossession at any other rrnrtl,od,by any cfadilof of Bonawer or by any govarnmentaf agency Against any eofatefat securing)the loon.
This inOudos a gantishntrnl at any of Borrower's accounts,including deposit accounts,With Lander. Howevert,this(-,vont of Dafauli shall
nol apply if there is a good tank dispute by Borrower as to the validity or reasorlahteriess of the Chien which is Irw€resin of live cfednor at
€orie€ture t rocooalinu and it Ho:!fcwr,r cJ'vra Ler,dtr-wrntco nri e,of ilii,cri ditor re Ir,,rfoitasre prnreed=ng and deposits wit,rondef metier,,or
if surety bond lar eta croditer of fofleitwe pfuceFading, if,an emovro dete(irk'ntid by Lender- Irl is sale discrotion, a;i tie,q all ad'quakv
reserve or hand hof the disptne,
Events Affecting Guarantor. Any at the preceding ),toilia, oeuwu with re;:poet to Gay Csuar,xnkw of any of the indobtednoes of any.
Guarantor diet; lir heconlno inCompalant, Of InVa`Ke5 rte diApulas the vaildity of. or liability under,. nny guornnfy of tor, indobtellnesc
F..videncad by this Note.
Advorso Change. A trkoutiAl advarse ahan()i1 ot;t.urs irk finrrowte's firioncia€ condieibn, or Landon bo6oves the Prospect of paymcint or
parfarrttanar,�,of this Nato is m1paifed.
Insarkithy, Lander iii good lath btrtluvew itself Insecuro.
Cure Provisions. it any default.other than a default'in payment is curable and it Burroww has not been given if nonce of a broartr of titer
Sarno provision of this Note within the pmcediog twelve 112.i months, it may Ila cured if Borrower, atter(""living wittien notice from
Londar damanding cute of such ditilkl . 11i Cures the dofaUit within fifteen(13)(1sys;or til if the core retuires rnore that)fifleon 1151
days, immediately initiates steps which Lander doems 'in Lendbr's sola disetetiort in be suflicieflt to care the, de asrit. and thertNOICr
cordinues and completes all f"Asonabio,a'ntf nep;essary steps Sufficient to produce compliarkcn As soon as feifaonattly pr,)4ticol,
LENDER'S RIGHTS. Upon default, Lender may. ,)flat giving such notices aa requited by app€icatilo law, declare Ilse anile,unpirld principal
halance under this Note and all accrued unpaid interest immediately due,and then Rorrawar will pay that amount.
ATTORNEYS' FEES.EXPENSES. Lender may hire or pay somaoto else to help collect this Nota if Burrower does riot 0ay.. Bhrrowor will pay
Lor:der that amount. "this Incltr&S,sulajoat to any thilis sunder appilrsble law,Leradrar's raasonitble altatne",kcs and Lendrr';e€egul,expenses,
whether of not there is a.lawsuit, ip-Oklaing ronatinabte 4ttarnoys, fairs, expanses far bankrupth.,y pmcecadings iineb.iding}efforts to modify or
vacate any automatic stay of injunotlonl.and appeals. 11 not prohibited by applicable law.aorroweir Also will pny any court costs,fn addition to
PROMISSORY NOTE
(Continued) Pago 2
aft other sumsprovided by low,
JURYWAIVER. Lender and Borrower hereby waive the right to any jury trial in any action,proceeding,or counterclaim brought by either Lander
or Borrower against the other.
GOVERNING LAW. This Note will be governed by federal law applicable to Lender and,to the extent not preempted by federal law,the taws of
the Commonwealth of Pennsylvania without regard to Its conflicts of law provisions. This Nato has been accaptad by Lender in the
Commonwealth of Pennsylvania.
CHOICE OF VENUE. If there is a lawsuit,Borrower agrbeS upon Lender's request to submit to the jurisdiction of the courts of Franklin County,
Commonwealth of Pennsylvania.
DISHONORED ITEM FEE. Borrower will pay a foo to Londor of $25.00 if Borrower makes a payment on Borrower's loan and the chock or
preauthorized charge with which Borrower pays is later dishonored.
RIGHT OF SETOFF, To the extent permitted by applicAble law.Lender reserves a right of setoff in all Borrower's accounts with Lender Iwhather
checking,savings,or some other account). This includes all accounts Borrower holds jointly with someone case and fill accounts Borrower may
open in the future. However,this does not include any IRA at Keogh accounts,or any trust accounts for which setoff would he prohibited by
law. Borrower authorizes Lender,to the extent permitted by applicable law,to charge or setoff all scans owing on the Indebtedness against any
and all such accounts,and,at Lender's option,to admmisiratrvoty freeze all such accounts to allow Lender to prntoct Lender's charge and setoff
rights provided in this paragraph.
PROPERTY INSURANCE. Borrower understands that Borrower is required to obtain insurance tot the collateral securing this Nate. Further
information concerning this requirement is set forth in the Assignment of Life Insurance,Mortgage and DeLd of trust and,n the Agreement to
Provide Insurance,all the terms and conditions of which are hereby incorporated and made a part of th4rt Note.
LINE OF CREDIT, This Note evidences a straight fine of credit, Once the total amount of principal has been advanced,Borrower is not entitled
to further loan advances. Advances under this Nota may be requested orally by Borrower or as provided in this paragraph, All arae requests
shall ba confirmed in writing on Ina day of the request, All communications,Instructions,or directions by tolaphona or otherwise to Lender are
to be,directed to Lender's offico shown above. The following parson or persons are authorized,except as provided In this paragraph,to request
advances anti aulhar4fi payments under the line of credit until Lender rocoivos from Borrower,at Lender's address shown above,written notice
of revocation of such authority; Michael L,Proffitt,Individually;and Samuel F.Grassier,Individually. Upon rocelpt of invoices. Borrower agrees
to be Gable lot ell sums either; (A) advanced in accordance with the instructions of an authorized person or IB) credited to any of Borrower's
accounts with Lender. `The unpaid principal balance owing on this Note at any lime tray be evidenced by endorsements on this Nato or by
Lender's internal records,including dairy oompullif ptiol-nuts,
PERSONAL TAX RETURNS AND FINANCIAL STATEMENTS.Borrower shell provide Lender with annual financial information,including but nor
litoitad to a personal financial statement and Federal Income Tax Return with art aupporting schedules thereto,within t 20 days of calendar your
end or with ovidonsrt of filing,30 days of any extension data.
INTEREST RATE CEILING.Under no circumstances will the interest rate on this Note be greater than 7,00%,except lot any higher default rate
shown above..
SUCCESSOR INTERESTS. The terms of this Nota shall be binding upon Borrower, and upon Bonowar's heirs, personal representatives,
successors and assigns,and shalt inure to the benefit of Lender and its successors and assigns.
GENERAL PROVISIONS, If any part of this Note cannot ba enforced,this tact will not affect the rest of the Note. Lender may delay or forgo
enforcing any of its rights or remedies under this Note Without losing them, Each Borrower understands and agrees that,with or without notice
to Borrower,Lando,may with respect to any other Borrower (a)make one or more additional secured or unsecurod loans or otherwise extend
additional cradil, Ib)alter,compromise,renew,extend,accelerate,or otherwise change ono.or more tunes the time for payment or other terms
of any indebtedness,including increases and daCreasar Of the rate of interest on the indebtedness; (c)exchange,enforce,waive,subordinate,
fail or decide not to perfect,and release any security,with or without the substitution of new collateral; fd) apply such security and direct the
order of manner of sale thereof,including without limitation,any non-judicial sale permitted by the terms of the cortl.roiling security agreements,
as Lender in its discretion may determine; le)release, substitute, agree not to sue, or deal with any ane or more of Borrower's sureties,
endorsers,or other guarantors on any terms at in any manner Lender may choose; and (f)determine how, when and what application of
payments and credits shall be made on any other indebtedness owing by such other Borrower, Borrower and any other person who signs,
guarantors or endorses this Note,to the extent allowed by law,waive presentment,demand for paymont, and notice of dishonor, Upon any -
change in the terms of this Note,and unless otherwise expressly stated in writing,no patty who Signs this Note,whether as maker,guarantor,
accommodation maker or endorser,shall he released from liability. All such parties agree that Lender may renow or extend iropeatadly and for
any length of lima)this loan or release any party or guarantor Of collateral;Of impair,tail to realize upon or perfect Lender's security interest in
the collateral;and take any other action,reamed necessary by Lander without the consent of or notice to anyone. Ali such parties also agree
that Lender may modify this loan without the cansant of or notice to anyone other than the pally With whntn tate modification is mado. The
obfrgations tinder this Note are joint and several, If any portion of this Note is for any reason dourformlif in he unenforceable,it will fir,;aifect
the enforceability of any other provisions of this Note,
CONFESSION OF JUDGMENT. BORROWER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE
PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME
FOR BORROWER AFTER A DEFAULT ONOER THIS NOTE:AND WITH OR WITHOUT' COMPLAINT FILED, CONFESS OR ENTER JUDGMENT
AGAINST BORROWER FOR THE ENTIRE PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED INTEREST,LATE CHARGES AND ANY AND
ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THIS NOTE,TOGETHER WITH COSTS
OF SUIT,AND AN ATTORNEY'S COMMISSION OF TEN PERCENT'(t0%)OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST'FOR
COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS 13500)ON WHICH JUDGMENT OR JUDGMENTS ONE OR
MORE EXECUTIONS MAY ISSUE IMMEDIATELY;AND FOR SO DOING,THIS NOTE OR A COPY Of THIS NOTE VERIPIEO BY AFFIDAVIT SHALT.
RE SUFFICIENT WARRANT', THE AUTHORITY GRANTED IN THIS NOTE TO CONFESS JUDGMENT"AGAINST BORROWER SHALL NOT BE
EXHAUSTED BY ANY EXERCISE Of THAT AUTHORITY,BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN
FULL OF ALL AMOUNTS DUE LINDER THIS NOTE. BORROWER HEREBY WAIVES ANY RIGHT BORROWER MAY HAVE TO NOTICE OR TO A
HEARING IN CONNECTION VVITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER
SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO BORROWER'S ATTFJVTION OR BORROWER HAS BEEN
REPRESENTEE)BY INDEPENDENT LEGAL COUNSEL,.
WEST VIRGINIA INSURANCE NOTICE. Unless Borrower provides Lender with evidence of Abe insurance coverage required by Borrower's
agreement with Lender,Lander may purchase insurance at Borrower's expense to protect Lendat's Intetasts In the collateral. This insurance
may.but need not,protect Borrowor b Interests. The coverage that Lender purchases may not pay any claim that Borrower makes or any claim
that is made against Borrower in connection with the collateral. Borrower may later cancel any Insurance purchased by Lender,but only after
providing Lender with evidence that Borrower has obtained insurance as required by their agreement, If Lender purchases insurance for the
collateral, Borrower will be responsible for the costs of that insurance, including interest and any other charges Loader may Impose In
coon tfmo with the placement of the insurance,until the effective date of tiro cancellation or expiration of the Insurance. The costs of the
insurance may be added to Borrower's total outstanding balance or obligation. The costs of the insurance may be store than the cost of
insurance Ortnewor may be ablate obtain on Borrower's own.
PRIOR TO SIGNING THIS NOTE. EACH a0nROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE. INCLUDING THE
VARIABLE INTEREST RATE PROVISIONS. EACH BORROWER AGREES TO THE TERMS OF THE NOTE.
BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.
THIS NOTE IS GIVEN UNDER SEAL.AND IT IS INTENDED THAT THIS NOTE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A
SEALED INSTRUMENT ACCORDING TO LAW.
BORRIWER:
X /r
' ..: ILIA
X.. _ - .................._.._�_ _...� 1Seaf) t,.r j5enll
iNict�iaf L fTraryjita
'Samuel F.Crosslar
PROMISSORY NOTE
(Continued) page 3
LCNbER:
FARMERS AND MERCHANTS TRUST CO.OF CHAMBERSSURO
Bonn E.Wolkoil.Vico Piesiden✓;
e+'zf�rsrr«r.�ss«�v,rnew t'.w n..w v,.; k�a.e.w,H.��r,x%'u .a wa..s,.....A .n,:.K:r.x{Ma,:.:.c v:.taa.:i�rr _ �•.••.. :�;.•'�.•
ALLONGE
This A1_LONGE is attached to and shall become a part of that certain Promissory Note in
favor of FARMERS AND M1 RCI,IANTS'I'RLIS'I'COMPANY OF CI IAMI31 RSBURG. PA in
the original principal amount of One Million Seven Hundred Ten`thousand and No/100 Dollars
($1.710,000.00),executed and delivered by Michael L. Proffitt and Samuel l'. Cressler,on May
8, 2009, as the same may have been :renewed, assigned, amended, supplemented. restated or
modified.
Pay to the order of SUMMI"1812IDGE NAI'IONAL INV] S"f'Ml"N1'S 11.1 LLC WITHOUT
RECOURSE.,WARRANTY,OR REPRESENTATION,
Effective as of June 27.,2014.
F'ARM'S RS AND MERCHANTS TRUST
COMPANY OF CHAh�1D ERSBURG,PA
BY: xCsK..a..- f
Name: William E.Snell
.Its: ]'.resident and CEO
r
EXHIBIT C
SUMMIT
September 18, 2014
Via Overnight Courier and U.S. First Class Via Overnight Courier and U.S. First Class
Mail, Postaee Prepaid Mail, Postage Prepaid
Samuel F. Cressler Michael L. Proffitt
129 Mountainside Road 129 Mountainside Road
Harpers Ferry, WV 25425-5542 Harpers Ferry, WV 25425-5542
Via Overnight Courier and U.S. First Class
Mail, Postage Prepaid
Samuel F. Cressler
9400 Molly Pitcher Highway
Shippensburg, PA 17257
Re: Loan in the original principal amount of$1,71.0,000.00 made by Farmers and
Merchants Trust Co. of Chambersburg("F&M") to Michael L. Proffitt and Samuel.
F. Cressler(the"Loan") as assigned to Summit.Bridge National Investments II.I
LLC ("Summit")
Dear Messrs. Proffitt and Cressler:
Reference is hereby made to that certain Business Loan.Agreement dated May 8, 2009 by and
among Michael.L. Proffitt("Proffitt") and Samuel F. Cressler ("Cressler" and together with
Proffitt,`Borrower"), as borrower, and F&M, as lender(as amended from time to time,the
"Loan Agreement");that certain Promissory Note dated May 8. 2009 by Borrower in favor of
F&M,in the original principal amount of$1,710,000.00, as amended by that certain Allonge
dated as of June 27, 2014 (as amended from time to time, the"Note"); that certain Commercial
Guaranty dated May 8, 2009 by Christine M. Cressler("Guarantor") in favor of F&M(as
amended from time to time,the "Guaranty"), The Loan Agreement,Note and Guaranty,together
with all other documents executed in connection with the Loan, as the same may have been
amended, restated modified and/or assigned from time to time, are hereinafter collectively
referred to as the"Loan Documents." Capitalized terms used but not otherwise defined herein
shall have the meanings ascribed to such terms in the Note.
i
Notice is hereby given that defaults and/or Events of Default have occurred and are continuing
under the Note and other Loan Documents as a result of the Borrower's failure to make pay the
entire amount due and owing under the Loan.Documents when due on November 15, 2010 (the
"Specified Defaults"). As a result of, among other things, the occurrence of the Specified
Defaults, all amounts due and owing under the Loan Documents are immediately due and
payable to Summit, and Summit hereby demands payment of the same.
WELLS FARGO CENTER 720.221.3200 main
1700 LINCOLN STREET,SUITE 2150 303.830.9538 fax
DENVER,CO 80203 www.summit-investment.com
SUMMIT
I VEST E T MANAGEMCNT
As of the date hereof,the total amount due under the Loan Documents is $1,736,476.54,plus
fees and costs (including attorneys' fees), which amount includes $1,514,155.71 of unpaid
principal and$210,444.69 of unpaid interest. From and after the date hereof, interest shall
continue to accrue at the per diem rate of$210.30, together with fees and costs, including
attorneys' fees and costs. 1f the total amount due under the I.,oan.Documents, including any
interest and costs accruing from and after the date hereof, is not received by Summit on or before
September 30, 2014, Summit intends to exercise its rights and remedies with respect to the
Specified Defaults and the unpaid indebtedness.
Nothing contained herein is intended to constitute a release, waiver, limitation, or modification
of the Loan or any of the documents executed in connection therewith, To avoid any
misunderstanding,please be aware that:
(a) The provisions of the documents executed in connection with the Loan
provide that amendments and waivers are effective only if they are in writing and
are executed by the relevant parties. Accordingly, even if some preliminary
understanding may be reached respecting the foregoing, Summit will not be
bound thereby unless and until definitive documentation is executed and delivered
by all appropriate parties. No statements, comments, tentative agreements, or
representations made by Summit may be relied upon unless and until incorporated
into such documentation, and Summit is under no obligation to reduce to writing
any such statements comments, tentative agreements, or representations.
(b) The occurrence of any discussions between us, whether prior or
subsequent to the date hereof, has been and will continue to be without prejudice
to the rights and remedies of Summit in connection with the Loan or under the
documents executed in connection with the Loan.
(c) Sending this letter does not mean that Summit will give you notice of any
other matters or any decision by us to exercise other remedies, or that you are
entitled to any notice in advance of the exercise of remedies under the Loan or the
documents executed in connection therewith or otherwise,
(d) Acceptance by Summit of any payments in connection with the Loan shall not
constitute a waiver of rights by Summit.
By copy of this letter, notice of the Specified Defaults is being provided simultaneously herewith
to the Guarantor and demand for payment of the amounts due and owing under the Guaranty is
hereby made upon the Guarantor.
Sincerely,
Eric Engel
Summit Investment Management LLC, as contractual Asset Manager and Custodian of Records
for SummitBridge National Investments 111 LLC
}
WELLS FARGO CENTER 720.221.3200 main
1700 LINCOLN STREET,SUITE 2150 - 2 - 303.830.9538 fax
DENVER,CO 80203 www.summit-investment.cum
SUMMIT
rave-.STMENT N',AN4AGCPs'trf4T
cc: Via Overnight Courier and U.S. First Class Mail,Postage Prepaid
Christine M. Cressler
9400 Molly Pitcher Highway
Shippensburg, PA 17257
a
i'
a
,
WELLS FARGO CENTER 720.221.3200 main
1700 LINCOLN STREET,SUITE 2150 -3 - 303.830.9538 fax i
DENVER,CO 80203 www.summit-investment.com
r,
r.
COURT OF COMMON PLEAS OF CUMBERLAND COUNTY PENNSYLVANIA
Jennifer P. Knox (PA 206298) ,.
REED SMITH LLP
Three Logan Square < y
Suite 3100
n�: �
1717 Arch Street
Philadelphia, PA 19103
(215) 851-8100
(215) 851-1420 (telecopy) � a =;
Counsel for SummitBridge National Investments III LLC a`1-,
SUMMITBRIDGE NATIONAL
INVESTMENTS III LLC
1700 Lincoln Street, Suite 2150
Denver, CO 80203,
Plaintiff,
V. Civil Action No. —
SAMUEL F. CRESSLER
9400 Molly Pitcher Highway
Shippensburg, PA 17257,
Defendant.
AFFIDAVIT
STATE OF COLORADO
COUNTY OF DENVER
Eric Engel,being duly sworn according to law, deposes and says that he is an Asset
Manager for Summit Investment Management LLC, the Contractual Asset Manager and
Custodian of Records for Plaintiff SummitBridge National Investments III LLC and that he is
duly authorized to make this affidavit on behalf of Plaintiff; that the facts set forth in the
foregoing Complaint In Confession Of Judgment are true and correct to the best of his
information and belief; and that the Note (as defined in the Complaint) which is attached as an
Exhibit thereto is a true and correct copy of the original executed by the Defendant.
Eric Engel, Asset Manag9f for Summit
Investment Management tLC, the
Contractual Asset Manager and Custodian
of Records for Plaintiff SummitBridge
Credit Investments 1II, LLC
STATE OF COLORADO
COUNTY OF DENVER
On this 11'day of October, 2014, before me personally appeared Eric Engel, to me
known and known to me to be the individual described in and who executed the foregoing
instrument and he duly acknowledged to me that he executed the same.
In Witness Whereof, I hereunto set my hand and seal this LA—day of October, 2014.
7 �
i�l'— lTotary Public
Cj
EOues
-2-
COURT OF COMMON PLEAS OF CUMBERLAND COUNTY PENNSYLVANIA
Jennifer P. Knox (PA 206298)
REED SMITH LLP
Three Logan Square <=
Suite 3100 "
1717 Arch Street
Philadelphia, PA 19103
(215) 851-8100
(215) 851-1420 (telecopy) , " c.
Counsel for SummitBridge National Investments III LLC
SUMMITBRIDGE NATIONAL
INVESTMENTS III LLC
1700 Lincoln Street, Suite 2150
Denver, CO 80203, :
Plaintiff, / p
V. Civil Action No. I 10 / Cil
SAMUEL F. CRESSLER
9400 Molly Pitcher Highway
Shippensburg, PA 17257,
Defendant.
AFFIDAVIT OF NON-MILITARY SERVICE
STATE OF COLORADO
COUNTY OF DENVER
Eric Engel, being duly sworn according to law, deposes and says that he is an Asset
Manager for Summit Investment Management LLC, the Contractual Asset Manager and
Custodian of Records for Plaintiff SummitBridge National Investments III LLC and that he is
duly authorized to make this affidavit on behalf of Plaintiff; and that, to the best of his
knowledge, information and belief, the Defendant is not in the military service of the United
States of America.
Eric Engel, Asset Man ger for Summit
Investment Management LLC, the
Contractual Asset Manager and Custodian
of Records for Plaintiff SummitBridge
Credit Investments 1I1, LLC
STATE OF COLORADO
COUNTY OF DENVER
On this J1tX day of October, 2014,before me personally appeared Eric Engel, to me
known and known to me to be the individual described in and who executed the foregoing
instrument and he duly acknowledged to me that he executed the same.
In Witness Whereof, I hereunto set my hand and seal this L�day of October, 2014.
otary Public -
-2-
COURT OF COMMON PLEAS OF CUMBERLAND COUNTY PENNSYLVANIA
Jennifer P. Knox (PA 206298)
REED SMITH LLP
Three Logan Square
Suite 3100
1717 Arch Street
Philadelphia, PA 19103 - f"
(215) 851-8100 �'==
(215) 851-1420 (telecopy) `''"
Counsel•for SummitBridge National Investments III LLC ?,- t
cam.. ,
SUMMITBRIDGE NATIONAL '"`' '"
INVESTMENTS III LLC 1:D •;
(= ..
1700 Lincoln Street, Suite 2150 7,Z. ,�•
Denver, CO 80203,
Plaintiff,
V. : Civil Action No.
SAMUEL F. CRESSLER
9400 Molly Pitcher Highway
Shippensburg, PA 17257,
Defendant.
AFFIDAVIT OF INCOME
STATE OF COLORADO
COUNTY OF DENVER
Eric Engel,being duly sworn according to law, deposes and says that he is an Asset
Manager for Summit Investment Management LLC, the Contractual Asset Manager and
Custodian of Records for Plaintiff SummitBridge National Investments III LLC and that he is
duly authorized to make this affidavit on behalf of Plaintiff; and that, to the best of his
knowledge, information and belief, the income of the Defendant is in excess of$10,000 per year.
Eric Engel, Asset M nager for Summit
Investment Management LLC, the
Contractual Asset Manager and Custodian
of Records for Plaintiff SummitBridge
Credit Investments III, LLC
STATE OF COLORADO
COUNTY OF DENVER
On this 17�day of October, 2014,before me personally appeared Eric Engel, to me
known and known to me to be the individual described in and who executed the foregoing
instrument and he duly acknowledged to me that he executed the same.
In Witness Whereof, I hereunto set my hand and seal this 0`' ay of October, 2014.
ary Public
-2-
COURT OF COMMON PLEAS OF CUMBERLAND COUNTY PENNSYLVANIA
Jennifer P. Knox (PA 206298)
REED SMITH LLP
Three Logan Square
Suite 3100
1717 Arch Street
Philadelphia, PA 19103
(215) 851-8100 , C)
(215) 851-1420 (telecopy) = ` '
,-,;c�
Counsel for SummitBridge National Investments III LLC Fri
SUMMITBRIDGE NATIONAL
INVESTMENTS III LLC
1700 Lincoln Street Suite 2150
Denver, CO 80203,
Plaintiff, :
V. Civil Action No. CAA I
SAMUEL F. CRESSLER
9400 Molly Pitcher Highway
Shippensburg, PA 17257,
Defendant.
AFFIDAVIT OF NONAPPLICABILITY OF
GOODS AND SERVICES INSTALLMENT SALES ACT
STATE OF COLORADO
COUNTY OF DENVER
Eric Engel,being duly sworn according to law, deposes and says that he is an Asset
Manager for Summit Investment Management LLC, the Contractual Asset Manager and
Custodian of Records for Plaintiff SummitBridge National Investments III LLC and that he is
duly authorized to make this affidavit on behalf of Plaintiff; and that, the Complaint In
Confession Of Judgment does not arise out of a retail installment sale, contract, or account, as
defined under the Goods and Services Installment Sales Act, 69 Pa. Stat. Ann. § 1101, et
and that the foregoing facts are true and correct to
the best of his knowledge, information and belief.
Eric ngel, Asset Man ger for Summit
Investment Management LLC, the
Contractual Asset Manager and Custodian
of Records for Plaintiff SummitBridge
Credit Investments III, LLC
STATE OF COLORADO
COUNTY OF DENVER
On this1Nday of October, 2014,before me personally appeared Eric Engel, to me
known and known to me to be the individual described in and who executed the foregoing
instrument and he duly acknowledged to me that he executed the same.
In Witness Whereof, I hereunto set my hand and seal this P Zy%day of October, 2014.
��A Jy,y� otary Public
BVN
C
-2-
COURT OF COMMON PLEAS OF CUMBERLAND COUNTY PENNSYLVANIA
Jennifer P. Knox (PA 206298) .
REED SMITH LLP
Three Logan Square „
Suite 3100
1717 Arch Street
Philadelphia, PA 19103
(215) 851-8100
(215) 851-1420 (telecopy) %.
Counsel for SummitBridge National Investments III LLC
SUMMITBRIDGE NATIONAL
INVESTMENTS III LLC :
1700 Lincoln Street, Suite 2150
Denver, CO 80203,
Plaintiff,
V. Civil Action No. y— G1ti
SAMUEL F. CRESSLER
9400 Molly Pitcher Highway
Shippensburg, PA 17257,
Defendant.
AVERMENT OF DEFAULT
STATE OF COLORADO
COUNTY OF DENVER
Eric Engel,being duly sworn according to law, deposes and says that he is he is an Asset
Manager for Summit Investment Management LLC, the Contractual Asset Manager and
Custodian of Records for Plaintiff SummitBridge National Investments III LLC and that he is
duly authorized to make this affidavit on behalf of Plaintiff; and that, the Defendant executed the
Note (as defined in the Complaint), a true and correct copy of which is attached to the
Complaint; that the Defendant is in default under the Note; and that as of September 18, 2014,
there is $1,736,476.54 due and owing under the Note (subject to additional interest and costs
accruing thereafter and attorneys' fees).
Eric Engel, Asset Mandier for Summit
Investment Management LLC, the
Contractual Asset Manager and Custodian
of Records for Plaintiff SummitBridge
Credit Investments III, LLC
STATE OF COLORADO
COUNTY OF DENVER
On this_[J�day of October, 2014, before me personally appeared Eric Engel, to me
known and known to me to be the individual described in and who executed the foregoing
instrument and he duly acknowledged to me that he executed the same.
In Witness Whereof, I hereunto set my hand and seal this L7�day of October, 2014.
otar Public
Y
-2-
G
COURT OF COMMON PLEAS OF CUMBERLAND COUNTY
NS
Jennifer P. Knox (PA 206298)
REED SMITH LLP
Three Logan Square (5\,
c5
Suite 3100 p14
%1
1717 Arch Street
Philadelphia, PA 19103
(215) 851-8100
(215) 851-1420 (telecopy)
Counsel for SummitBridge National Investments III LLC
SUMMITBRIDGE NATIONAL :
INVESTMENTS III LLC
1700 Lincoln Street, Suite 2150
Denver, CO 80203,
Plaintiff,
V. Civil Action No. i
SAMUEL F. CRESSLER
9400 Molly Pitcher Highway
Shippensburg, PA 17257, :
Defendant.
AFFIDAVIT OF COMMERCIAL TRANSACTION
STATE OF COLORADO
COUNTY OF DENVER
Eric Engel,being duly sworn according to law, deposes and says that he is an Asset
Manager for Summit Investment Management LLC, the Contractual Asset Manager and
Custodian of Records for Plaintiff SummitBridge National Investments III LLC and that he is
duly authorized to make this affidavit on behalf of Plaintiff; and that, the underlying transaction
relative to this Complaint In Confession Of Judgment is a commercial
transaction to the best of his knowledge, information and belief
Eric ngel, Asset Man er for Summit
Investment Management LLC, the
Contractual Asset Manager and Custodian
of Records for Plaintiff SummitBridge
Credit Investments III, LLC
STATE OF COLORADO
COUNTY OF DENVER
On this 7-d1ay of October, 2014, before me personally appeared Eric Engel, to me
known and known to me to be the individual described in and who executed the foregoing
instrument and he duly acknowledged to me that he executed the same.
In Witness Whereof, I hereunto set my hand and seal this 1 Aay of October, 2014.
r�SA�J»�yf/ Not y u lic
cj.?,p
-2-
COURT OF COMMON PLEAS OF CUMBERLAND COUNTY PENNSYLVANIA
Jennifer P. Knox (PA 206298)
REED SMITH LLP
Three Logan Square
Suite 3100
1717 Arch Street
Philadelphia, PA 19103 y
(215) 851-8100
(215) 851-1420 (telecopy) Y ; ....l
Counselfor SummitBridge National Investments III LLC
� 7
C)
",
SUMMITBRIDGE NATIONAL
INVESTMENTS III LLC Ma ,
1700 Lincoln Street, Suite 2150
Denver, CO 80203, -: C:) "
Plaintiff,
V. Civil Action No. _ 7 l� ��9 Gd✓✓' ��
SAMUEL F. CRESSLER
9400 Molly Pitcher Highway
Shippensburg, PA 17257, :
Defendant.
CERTIFICATION OF ADDRESS
Eric Engel, an Asset Manager for Summit Investment Management LLC, the Contractual
Asset Manager and Custodian of Records for Plaintiff SummitBridge National Investments III
LLC, certifies that the present address of the Plaintiff, SummitBridge National Investments III
LLC is 1700 Lincoln Street, Denver, CO 802003; and that, to the best of his knowledge,
information and belief, the last known address of the Defendant is 9400 Molly Pitcher Highway,
Shippensburg, PA 17257.
Dated: October �� , 2014
Eric Engel, Asset Ma ger for Summit
Investment Management LLC,the
Contractual Asset Manager and Custodian
of Records for Plaintiff SummitBridge
Credit Investments III, LLC
-2-
COURT OF COMMON PLEAS OF CUMBERLAND COUNTY PENNSYLVANIA
Jennifer P. Knox (PA 206298)
REED SMITH LLP
Three Logan Square
Suite 3100
1717 Arch Street
Philadelphia, PA 19103
(215) 851-8100
(215) 851-1420 (telecopy)
Counsel for SummitBridge National Investments III LLC
SUMMITBRIDGE NATIONAL
INVESTMENTS III LLC
1700 Lincoln Street, Suite 2150
Denver, CO 80203,
Plaintiff, ;
��✓ �q�
V. Civil Action No.
SAMUEL F. CRESSLER
9400 Molly Pitcher Highway
Shippensburg, PA 17257, ;
Defendant.
NOTICE
Pursuant to Rule 236 of the Supreme Court of Pennsylvania, you are hereby notified that
a JUDGMENT BY CONFESSION has been entered against you in the above-captioned
proceeding. Copies of all documents that have been filed with the Prothonotary in support of the
Confession of Judgment are attached hereto.
If you have any questions concerning this Notice,please call Jennifer P. Knox, Esq ,
at (215) 851-8100.
PRO OTARY
Jennifer P. Knox (PA 206298)
REED SMITH LLP
Three Logan Square
Suite 3100
1717 Arch Street
Philadelphia, PA 19103
(215) 851-8100
(215) 851-1420 (telecopy)
Counsel for SummitBridge National Investments III LLC
SUMMITBRIDGE NATIONAL
INVESTMENTS III LLC
1700 Lincoln Street, Suite 2150
Denver, CO 80203,
COURT OF COMMON PLEAS
Plaintiff, CUMBERLAND COUNTY �{
V. : Civil Action No.
SAMUEL F. CRESSLER
9400 Molly Pitcher Highway
Shippensburg, PA 17257,
Defendant.
ENTRY OF JUDGMENT BY CONFESSION AND ASSESSMENT OF DAMAGES
Pursuant to the Complaint in Confession of Judgment filed in the within action and the
Warrant of Attorney attached thereto,judgment is hereby entered against the Defendant.
DAMAGES ARE ASSESSED UNDER THE NOTE AS FOLLOWS:
Unpaid amount outstanding under the
Note as of September 18, 2014 $1,514,155.71
Unpaid interest under the Note $210,444.69
as of September 18, 2014
TOTAL AMOUNT DUE UNDER THE NOTE
AS OF SEPTEMBER 18, 2014 (SUBJECT TO ADDITIONAL
INTEREST AND COSTS ACCRUING THEREAFTER A-
ATTORNEYS' FEES) $ 6 476.54
PROTHONOTARY
COURT OF COMMON PLEAS OF CUMBERLAND COUNTY PENNSYLVANIA
Jennifer P. Knox (PA 206298)
REED SMITH LLP
Three Logan Square
Suite 3100
1717 Arch Street _
Philadelphia, PA 19103O
(215) 851-8100 `f'rj
(215) 851-1420 (telecopy) % '
G
Counsel for SummitBridge National Investments III LLC =
SUMMITBRIDGE NATIONAL ;
INVESTMENTS III LLC
1700 Lincoln Street, Suite 2150 ;
Denver, CO 80203, ;
Plaintiff, ;
V. Civil Action No. U(
SAMUEL F. CRESSLER
9400 Molly Pitcher Highway ;
Shippensburg, PA 17257, ;
Defendant.
ENTRY OF APPEARANCE
TO THE PROTHONOTARY:
Please enter our appearance on behalf of the Plaintiff, SummitBridge National
Investments III LLC, and enter judgment for damages in favor of Plaintiff and against the
Defendant, Samuel F. Cressler.
Respectfully submitted,
Dated: October ,� , 2014 By.
Jennifer P. Kno (PA 206298)
REED SMITH LLP
Three Logan Square
Suite 3100
1717 Arch Street
Philadelphia, PA 19103
(215) 851-8100
(215) 851-1420 (facsimile)
Counsel_for SummitBridge National
Investments III LLC
-2-
COURT OF COMMON PLEAS OF CUMBERLAND COUNTY PENNSYLVANIA
Jennifer P. Knox (PA 206298)
REED SMITH LLP
Three Logan Square
1717 Arch Street, Suite 3100
Philadelphia, PA 19103
Tel.: 215-851-8100
Fax: 214-851-1420
Counsel for Plaintiff, Summitbridge National Investments III LLC
SUMMITBRIDGE NATIONAL
INVESTMENTS III LLC
1700 Lincoln Street, Suite 2150
Denver, CO 80203,
v.
SAMUEL F. CRESSLER
9400 Molly Pitcher Highway
Shippensburg, PA 17257
c.�
m
n
w
rn
=4 C:
Plaintiff, Civil Action No. 14-6199 Civil
Defendant.
PRAECIPE TO WITHDRAW JUDGMENT WITHOUT PREJUDICE
TO THE PROTHONOTARY:
Plaintiff, Summitbridge National Investments I11 LLC, hereby withdraws, without
prejudice, the Entry of Judgment entered in above captioned action against the Defendant,
Samuel F. Cressler, and hereby voluntarily discontinues the above captioned action (without
prejudice) pursuant to Pa. R. Civ. P. 229.
C.1
Dated: December
2014
Respectfully submitted,
REED SMITH LLP
By:
- 2 -
Jennifer P. Knox, E q. (PA 206298)
Three Logan Square
1717 Arch Street, Suite 3100
Philadelphia, PA 19103
Tel.: 215-851-8100
Fax: 215-851-1420
E-mail: jknox@reedsmith.com
Attorney for Plaintiff
COURT OF COMMON PLEAS OF CUMBERLAND COUNTY PENNSYLVANIA
Jennifer P. Knox (PA 206298)
REED SMITH LLP
Three Logan Square
1717 Arch Street, Suite 3100
Philadelphia, PA 19103
Tel.: 215-851-8100
Fax: 214-851-1420
Counsel for Plaintiff, Summitbridge National Investments III LLC
SUMMITBRIDGE NATIONAL
INVESTMENTS III LLC
1700 Lincoln Street, Suite 2150
Denver, CO 80203,
v.
SAMUEL F. CRESSLER
9400 Molly Pitcher Highway
Shippensburg, PA 17257
0
Plaintiff, Civil Action No. 14-6199 Civil
Defendant.
PRAECIPE TO SETTLE, DISCONTINUE AND END ACTION WITHOUT PREJUDICE
TO THE PROTHONOTARY:
Kindly mark the above-named action discontinued without prejudice in accordance with
Rule 229 of the Pennsylvania Rules of Civil Procedure.
B.1
Respectfully submitted,
REED SMITH LLP
Dated: Decernberb , 2014 By:
- 2 -
Jenni er P. Knox, Esq. (PA 206298)
Three Logan S uare
1717 Arch Street, Suite 3100
Philadelphia, PA 19103
Tel.: 215-851-8100
Fax: 215-851-1420
E-mail: jknox@reedsmith.com
Attorney for Plaintiff