HomeMy WebLinkAbout06-3228
1.
IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA
LEGACY BANK
120 WEST FOURTH STREET
WILLIAMSPORT, PA 17701
Plaintiff,
vs.
ZINN and BEERS ENTERPRISES, INC.
Defendant.
CONFESSION OF JUDGMENT
CIVIL DIVISION
NO.: Ole - 3.:z;;,;) C'WLtT82..Wt
Pursuant to the authority in the Warrant of Attorney contained in the aforesaid
$300,000.00 Note One and $100,000.00 Note Two copies of which are attached to the Complaint
filed in this action, I appear for the Defendant and confess judgment in favor of Plaintiff and
against Defendant as follows:
COUNT I
CONFESSION OF JUDGMENT UNDER ITS GUARANTEE
OF $300,000.00 NOTE ONE
Principal (Note One)
Interest (1/2/02 to 6/1/06)
Late Charges
Mortgage Satisfaction Fee
UCC Termination Fee
Prepayment Penalties
Sub-Total
Attorney's Fees and Costs (15% of the total amount due)
TOTAL NOTE ONE
$183,793.17
$ 10,229.62
$ 1,221.48
$ 54.00
$ 84.00
$ 804.09
$191,859.59
$ 29.427.96
$225,614.32
with interest on the principal sum Note One ($183,793.17) from June 1,2006 at $38.29 per diem.
"
COUNT II
CONFESSION OF JUDGMENT UNDER ITS GUARANTEE
OF $100,000.00 NOTE TWO
Principal (Note Two)
Interest (11/12/04 to 6/1/06)
Late Charges
Sub-Total
Attorney's Fees and Costs (15% of the total amount due)
$ 65,946.64
$ 3,916.78
$ 89.30
$ 68,245.29
$ 10.492.91
TOTAL NOTE TWO
$ 80,445.63
with interest on the principal sum NOTE TWO ($65,946.64) from June 1,2006 at $15.11 per
diem.
GRAND TOTAL
$306,059.95 -#-
with interest on the principal sum ($262,133.00) from June 1,2006 at $53.40, and brings said
instrument to Court to recover the said sum.
BY:
Scott . i tte c , Esq re
Attorneys for Defendants
PRO HAC VICE
PA J.D. # 55650
P.O. Box 650
Hershey, P A 17033
(717) 533-3280
. ,
IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA
LEGACY BANK
120 WEST FOURTH STREET
WILLIAMSPORT,PA 17701
CIVIL DIVISION
Plaintiff,
NO.:
vs.
ZINN and BEERS ENTERPRISES, INC.
Defendant.
AFFIDAVIT OF BUSINESS TRANSACTION
COMMONWEALTH OF PENNSYLVANIA
SS:
COUNTY OF DAUPHIN
Before me, the undersigned authority, a Notary Public in and for said County and
Commonwealth, personally appeared Scott A. Dietterick, Esquire, attorney for and authorized
representative of Plaintiff who, being duly sworn according to law, deposes and says that to the
best of his knowledge, information and belief the Note, the original or copy of which is attached
to the Complaint filed in this action, was executed by the Defendants in conjunction with a
business transaction, and was not executed for consume or
SWORN TO AND SUBSCRIBED BEFORE ME
THISSr~
DAYOF ~
,2006.
'-')~ C'LV
Notary Public
MY COMMISSION EXPIRES:
IIICHEI:I.HWOl'MOfARv PUIUC
3"=I=-JUNE~7
. ..
IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLV ANlA
LEGACY BANK
120 WEST FOURTH STREET
WILLIAMSPORT, PA 17701
CNIL DNISION
Plaintiff,
NO.:
vs.
ZINN and BEERS ENTERPRISES, INC.
Defendant.
NOTICE UNDER RULE 2958.1 OF JUDGMENT AND EXECUTION THEREON
Notice of Defendant's Rights
To: Zion and Beers Enterprises, Inc.
A judgment in the amount of $306,059.95 has been entered against you and in favor of
the plaintiff without any prior notice or hearing based on a confession of judgment contained in a
written agreement or other paper allegedly signed by you. The sheriff may take your money or
other property to pay the judgment at any time after thirty (30) days after the date on which this
notice is served on you.
You may have legal rights to defeat the judgment or to prevent your money or property
from being taken. YOU MUST FILE A PETITION SEEKING RELIEF FROM THE
JUDGMENT AND PRESENT IT TO A JUDGE WITHIN THIRTY (30) DAYS AFTER THE
DATE ON WHICH THIS NOTICE IS SERVED ON YOU OR YOU MAY LOSE YOUR
RIGHTS.
YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO
NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE
OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP.
NOTICE TO DEFEND & LAWYER REFERRAL SERVICE
Cumberland County Bar Association
2 Liberty Avenue
Carlisle, P A 17013
Phone (717) 249-3166 or Phone (800) 990-9108
By:
Scott . Dietterick, Esquire
Attorney LD.#55650
P.O. Box 650
Hershey, P A 17033
(717) 533-3280
VIA PERSONAL SERVICE BY SHERIFF OF CUMBERLAND COUNTY
IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA
LEGACY BANK
120 WEST FOURTH STREET
WILLIAMSPORT,PA 17701
CNIL DNISION
Plaintiff,
NO.: Ol- - 3:UP c..iu'ILJ~
vs.
ZlNN and BEERS ENTERPRISES, INC.
Defendant.
TYPE OF PLEADING:
CIVIL ACTION - COMPLAINT IN
CONFESSION OF JUDGMENT
TO: DEFENDANT(s)
YOU ARE HEREBY NOTIFIED TO PLEAD TO THE
ENCLOSED COMPLAINT WITHIN TWENTY (20) DAYS
FROM SERVICE HEREOF OR A DEF AUL T JUDGMENT
MAY BE NTERED AIN YOU.
FILED ON BEHALF OF:
Legacy Bank, Plaintiff
COUNSEL OF RECORD FOR
THIS PARTY:
Scott A. Dietterick, Esquire
Pa. I.D. #55650
I HEREBY CERTIFY THAT THE ADDRESS
OF THE PLAINTIFF IS:
120 West Fourth Street, WiUiamsport, PA 17701
JAMES, SMITH, DIETTERICK &
CONNELLY LLP
P.O. Box 650
Hershey, PA 17033
(717) 533-3280
AND THE DEFENDANT(S):
325 Hemlock Road, Mechanicshurg, P A 17055
ATI
IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA
LEGACY BANK
120 WEST FOURTH STREET
WILLIAMSPORT, P A 17701
CIVIL DIVISION
Plaintiff,
NO.:
vs.
ZINN and BEERS ENTERPRISES, INC.
Defendant.
CIVIL ACTION - COMPLAINT IN CONFESSION OF JUDGMENT
And now comes Legacy Bank, by its attorneys, James, Smith, Dietterick & Connelly
LLP, files this Complaint in Confession of Judgment as follows:
1. Legacy Bank is a financial institution under the laws of the United States of
America, with its principal place of business located at 120 West Fourth Street, Williamsport,
Pennsylvania 17701.
2. Defendant, Zinn and Beers Enterprises, Inc., ("Defendant") is a Pennsylvania
corporation with its principal place of business located at 325 Hemlock Road, Mechanicsburg,
Pennsylvania 17055.
3. On or about January 2,2002, Copy Right Printers, Inc. ("Copy Right") executed
and delivered a certain Promissory Note in favor of Plaintiff in the original principal amount of
$300,000.00 (''Note One"). A copy of said Note One is marked Exhibit "A", attached hereto and
made a part hereof.
4. On or about November 12, 2004, Copy Right executed and delivered a certain
Promissory Note in favor of Plaintiff in the original principal amount of$100,000.00 ("Note
Two"). A copy of said Note Two is marked Exhibit "B", attached hereto and made a part hereof.
5. On or about January 2,2002, Defendant executed and delivered to Plaintiff an
Unconditional Guarantee ("Guarantee") irrevocably guarantying and becoming surety for all
present and future obligations of Copy Right to Plaintiff, including Note One and Note Two,
which Guarantee authorized the Confession of Judgment. A copy of Guarantee, which is a true
and correct copy containing a Warrant of Attorney" is marked Exhibit "C", attached hereto and
made a part hereof.
COUNT I
CONFESSION OF JUDGMENT UNDER ITS GUARANTEE
OF $300,000.00 NOTE ONE
6. Plaintiff hereby incorporates by reference its averments in Paragraphs 1 through 5
as if set forth fully herein.
7. Neither Note One nor the Guarantee thereof, has been released, transferred or
assigned.
8. Judgment has not been entered against the Defendant on the Guaranty in any
jurisdiction.
9. Copy Right is in default under the aforesaid Note One and Defendant under the
Guarantee thereof, for failure to pay installments of principal and interest when due.
I O. The judgment is not being entered by confession against a natural person in
connection with a consumer credit transaction.
11. The itemization of the amount due, including interest and attorneys' fees as
authorized by the Note One is as follows:
Principal (Note One)
Interest (1/2/02 to 6/1/06)
Late Charges
Mortgage Satisfaction Fee
UCC Termination Fee
Prepayment Penalties
Sub-Total
Attorney's Fees and Costs (15% of the total amount due)
TOTAL NOTE ONE
$183,793.17
$ 10,229.62
$ 1,221.48
$ 54.00
$ 84.00
$ 804.09
$191,859.59
$ 29.427.96
$225,614.32
with interest on the principal sum Note One ($183,793.17) from June 1, 2006 at $38.29 per diem.
WHEREFORE, Plaintiff as authorized by the warrants of attorney contained in the
$300,000.00 Note One, demands judgment against the Defendants in the amount of$225,614.32
with interest on the principal sum ($183,793.17) from June 1,2006 at $38.29 per diem, and
brings said instrument to Court to recover the said sum.
COUNT II
CONFESSION OF JUDGMENT UNDER ITS GUARANTEE
OF $100,000.00 NOTE TWO
12. Plaintiff hereby incorporates by reference its averments in Paragraphs 1 through
11 as if set forth fully herein.
13. Neither, Note Two nor the Guarantee thereof, has been released, transferred or
assigned.
14. Judgment has not been entered against the Defendant on the Guaranty in any
jurisdiction.
15. Copy Right is in default under the aforesaid Note Two and Defendant under the
Guarantee thereof, for failure to pay installments of principal and interest when due.
16. The judgment is not being entered by confession against a natural person in
connection with a consumer credit transaction.
17. The itemization of the amount due, including interest and attorneys' fees as
authorized by the Note Two is as follows:
Principal (Note Two)
Interest (11/12/04 to 6/1/06)
Late Charges
Sub-Total
Attorney's Fees and Costs (15% of the total amount due)
$ 65,946.64
$ 3,916.78
$ 89.30
$ 68,245.29
$ 10.492.91
TOTAL NOTE TWO
$ 80,445.63
with interest on the principal sum NOTE TWO ($65,946.64) from June 1,2006 at $15.11 per
diem.
WHEREFORE, Plaintiff as authorized by the warrants of attorney contained in the
$100,000.00 Note Two, demands judgment against the Defendants in the amount of $80,445.63
with interest on the principal sum ($65,946.64) from June 1,2006 at $15.11 per diem, and brings
said instrument to Court to recover the said sum.
.
WHEREFORE, Plaintiff, as authorized by the warrants of attorney contained in the
$300,000.00 Note One and $100,000.00 Note Two demands judgment in its favor and against
Defendant in the total sum of $306,059.95 with interest on the principal sum ($262,133.00) from
June 1,2006 at $53.40, and brings said instrument to Court to recover the said sum.
BY:
Scott J.I.. Dietteri , squire
Attorneys for Plaintiff
PA I.D. # 55650
P.O. Box 650
Hershey, P A 17033
(717) 533-3280
THIS IS AN ATTEMPT TO COLLECT A DEBT, AND ANY INFORMATION OBTAINED
WILL BE USED FOR THAT PURPOSE.
Exhibit "A"
U.S. Small Business Administration
NOTE
COpy
SBA Loan # GP 507 233 40 02 HBG .
SeA Loan Name Copy Right Printers, Inc.
Date January 2. 2002
Loan Amount 300,000,00
Interest Rate Variable Rate, WSJ Prime + 1.00%, adjusting every 5 years; Initial Rate is 7.50% for first 5 years.
Copy Right Printers, Inc.
Borrower
Operating N1A
Company
Lender Legacy Bank
I. PROMISE TO PAY:
In return for the Loan. Borrower promises to pay to the order of Lender the amount of
Three hundred thousand........**...................**....................................****..........."...*............*..............
Dollars,
interest on the unpaid principal balance. and all other amounts required by this Note.
2. DEFINITIONS:
"Collateral" means any property taken as security for payment of this Note or any guarantee of this Note.
"Guarantor" means each person or entity that signs a guarantee of payment of this Note.
"Loan" means the loan evidenced by this Note.
"Loan Documents" means the documents related to this loan signed by Borrower, any Guarantor, or anyone who
pledges collateral.
"SBA" means the Smail Business Administration, an Agency of the United States of America.
SBA Form 147 (10/22198) Previous editions obsolete
Page 1/6
3. PAYMENT TERMS:
Borrower must make all payments at the place Lender designates. The payment terms for' this Note are:
This Note will mature in nine (9) years from date of Note.
The interest rate on this Note will fluctuate. The initial interest rate is 7.50% per year. This initial rate is the prime
rate on the date SBA received the loan application, plus 2.50%. The initial interest rate must remain in effect until
the first change period begins.
Borrower must pay principal and interest payments of $3,829.00 every month, beginning two months from the
month this Note is dated; payments must be made on the first calendar day in the months they are due.
Lender will apply each installment payment first to pay interest accrued to the day Lender receives the payment,
then to bring principal current, then to pay any late fees. and will apply any remaining balance to reduce principal.
The interest rate will be adjusted every 5 years (the "change period").
The "Prime Rate" is the prime rate in effect on the first business day of the month is which an interest rate change
occurs, as published in the Wall Street Journal on the next business day.
The adjusted interest rate will be 1 % above the Prime Rate. Lender will adjust the interest rate on eh first calendar
day of each change period. The change in interest rate is effective on that day whether or not Lender gives
Borrower notice of the change. The initial interest rate must remain in effect until the first change period begins.
Lender must adjust the payment amount at least annually as needed to amortize principal over the remaining term
of the note.
If SBA purchases the guaranteed portion of the unpaid principal balance, the interest rate becomes fixed at the
rate in effect at the time of the earliest uncured payment default. If there is no uncured payment default, the rate
becomes fixed at the rate in effect at the time of purchase.
All remaining principal and accrued interest is due and payable 9 years form date of Note.
Late Charge: If a payment on this Note is more than 10 days late. Lender may charge Borrower a late fee of up to
5% of the unpaid portion of the regularly scheduled payment.
SBA Form 147 (10/22198) Previous editions obsolete
Page 2/6
4. RIGHT TO PREPA Y:
Borrower may prepay this Note. Borrower may prepay 20 percent or less of the unpaid principal balance at any time
without notice. If Borrower prepays more than 20 percent and the Loan has been sold on the secondary market.
Borrower must:
A. Give Lender written notice;
B. Pay all accrued interest; and
C. If the prepayment is received less than 21 days from the date Lender receives the notice, pay an amount equal to 21
days' interest from the date lender receives the notice. less any interest accrued during the 21 days and paid under
subparagraph B.
If Borrower does not prepay within 60 days from the date Lender receives the notice. Borrower must give Lender a
new nOllce.
5. DEFAULT:
Borrower is in default under this Note if Borrower does not make a payment when due under this Note, or if Borrower
or Operating Company:
A. Fails to do anything required by this Note and other Loan Documents;
B. Defaults on any other loan with Lender:
C. Does not preserve. or account to Lender's satisfaction for. any of the Collateral or its proceeds;
D. Does not disclose. or anyone acting on their behalf does not disclose, any material fact to Lender or SBA;
E. Makes. or anyone acting on their behalf makes, a materially false or misleading representation to Lender or SBA;
F. Defaults on any loan or agreement with another creditor, if Lender believes the default may materially affect
Borrower's ability to pay this Note;
G. Fails to pay any taxes when due:
H. Becomes the subject of a proceeding under any bankruptcy or insolvency law;
I. Has a receiver or liquidator appointed for any part of their business or property;
J. Makes an assignment ror the benefit of creditors;
K. Has any adverse chnnge in tinancial condition or business operation that Lender believes may materially affect
Borrower's abilily to pay this Note;
L. Reorganizes. merges. consolidates. or otherwise changes ownership or business structure without Lender's prior
written consent; or
M. Becomes the subject of a civil or criminal action that Lender believes may materially affect Borrower's ability to
pay this Note.
6. LENDER'S RIGHTS IFTHERE IS A DEFAULT:
Without notice or demand and without giving up any of its rights, Lender may:
A. Require immediate payment of all amounts owing under this Note;
B. Collect all amounts owing from any Borrower or Guarantor;
C. File suit and obtain judgment:
D. Take possession of any Collateral; or
E. Sell. lease. or otherwise dispose of. any Collateral at public or private sale. with or without advertisement
SBA Form 147 (10/22/98) Previous editions obsolete
Page 3/6
7. LENDER'S GENERAL POWERS:
Without notice and without Borrower's consent. Lender may:
A. Bid on or buy the Collateral at its sale or the sale of another lienholder, at any price it chooses;
B. Incur expenses to collect amounts due under this Note. enforce the terms of this Note or any other Loan
Document, and preserve or dispose of the Collateral. Among other things. the expenses may include payments
for property taxes. prior liens, insurance. appraisals. environmental remediation costs. and reasonable attorney' 5
fees and l:osts. I r Lender incurs such expenses. it may demand immediate repayment from Borrower or add the
expenses to the principal balance:
C. Release anyone obligated to pay this Note;
D. Compromise, release. renew, extend or substitute any of the Collateral: and
E. Take any action necessary to protect the Collateral or collect amounts owing on this Note.
8. WHEN FEDERAL LA W APPLIES:
When SBA is the holder. this NOle will be interpreted and enforced under federal law, including SBA regulations.
Lender or SBA may use state or local procedures for tiling papers, recording documents, giving notice, foreclosing
liens. and other purposes. By using such procedures, SBA does not waive any federal immunity from state or local
control. penalty, tax. or liability. As to this Note, Borrower may not claim or assert against SBA any local or state law
to deny any obligation. defeat any claim of SBA. or preempt federal law.
9, SUCCESSORS AND ASSIGNS:
Under this Note. BOlTower and Operating Company include the successors of each. and Lender includes its successors
and assigns.
10. GENERAL PROVISIONS:
A. All individuals and entities signing this Note are jointly and severally liable.
B. Borrower waives all suretyship defenses.
C. Borrower must sign all documents necessary at any time to comply with the Loan Documents and to enable
Lender to acquire. perfect. or maintain Lender's liens on Collateral.
D. Lender may exercise any of its rights separately or together. us many times and in any order it chooses. Lender
may delay or forgo enforcing any of its rights without giving up any of them.
E. Borrower may not use an oral statement of Lender or SBA to contradict or alter the written terms of this Note.
F. If any part of this Note is unenforceable. all other-parts remain in effect.
G. To the extent allowed by law. Borrower waives all demands and notices in connection with this Note, including
presentment. demand. protest, and notice of dishonor. Borrower also waives any defenses based upon any claim
that Lender did nOl obtain any guaramee; did not obtain, perfect, or maintain a lien upon Collateral; impaired
Collateral: or did nOl obtain the fair market value of Collateral at a sale.
SBA Form 147 (10/22/98) Previous editions obsolete
Page 416
II. STATE-SPECIFIC PROVISIONS:
Upon default, in addition to all other remedies and rights available to you, by signing below I irrevocably authorize the prothonotary,
clerk, or any attorney to appear in any court of record having jurisdiction over this matter and to confess judgment against me at any
time without stay of execution. I waive notice. service of process, and process. 1 agree and understand that judgment may be
confessed against me for any unpaid principal, accrued charges due on this Note, plus collection costs and reasonable attorneys'
fees up to 15 percent of the jUdgement. The exercise of the power to confess judgment will not exhaust this warrant of authority to
understand that my property may be seized without prior notice to satisfy the debt owed. I knowingly. Intentionally, and voluntarily
waive any and all constitutional rights I have to pre-deprlvation notice and hearing under federal and state laws and fully understand
the consequences of this waiver.
SBA Form 147 nO/221gB) Previous editions obsolete
Page 5/6
..
12. BORROWER' S NAME(S) AND SIGNA TURE(S):
By signing below. eaeh individual or entity becomes obligated under this Note as Borrower.
Copy Right Printers. ine,
~{~,~ p.~~Q",)
January 2. 2002
Robert A. Beers, President
~'
ra . nn. I Executive Officer
January 2. 2002
SBA Form 147 (10/22/98) Previous editions obsolete
Page 616
Exhibit "B"
RATE
5.75%
-.&A..TE
,,1'2/04
MATURITY DATE
11/12/06
INITIALS
JM
LOAN PURPOSE
LOAN NUMBER
, 002-22264
NOTE AMOUNT
$100,000.00
LOAr\ ,A.
Copy Right Printers, Inc.
INDEX Iw/Marglnl
Wall Street Journal Prime plus
1.000%
ACCT. NUMBER
Creditor Use Only
Commercial
PROMISSORY NOTE
(Commercial. Revolving Draw. Variable Rate)
DATE AND PARTIES The date of thl~ Promissory Note (Note) IS November 12, 2004 The partIes and thelf addresses are'
LENDER:
THE LEGACY BANK
2600 Commerce Drive
Harrisburg, Pennsylvania 17110
Telephone: (717) 441.3400
~o\
31:>f' *'}.- \1'P
\\0 ' .
BORROWER:
COpy RIGHT PRINTERS, INC.
a Pennsylvania Corporation
921 Ge<<ysburg Pike
Mechenicsburg, Pennsylvania 17055
1. DEFINITIONS. As used in this Note, the terms have the following meanings:
A. Pronouns, The pronouns "I," "me," and ~my~ reter to each Borrower sIgning this Note, individually and together with their heirs, successors and assigns,
and each other person or legal entity (including guarantors, endoraars, and sureties) who agreas to pay this Note. .Vou~ and .Vour. refer to the Lender, with its
participants or syndicators, successors and assigns, or any person or company that acquires an interest in the Loan,
S, Note. Note refers to this document, and any extensions, renewl!lls, modifications and substitutions of this Nota.
C. LOlln. Loan refers to this transaction. generally, including obligations and duties erialn; from the terms of all documents prep8red or submltted for this
transaction such as applications, Slitcurity agreements, disclosures or notes, and this Note,
D. Property. Property is any property, real, personal or intangible, that secures mv performance of the obligetions of this \..oan,
E. Percent. Rates and rate change limitations are expressed as annualized percentages.
2. PROMISE TO ?",y, For value received, I promlsa to pay you Of your order, at your address, or at such other location as you may designate, amounts advanced
from time to time under the terms of this Note up to the maximum outstanding principal balance of $100,000.00 IPrlncipan, plus intarest from the datI of
disbursement, on the unpaid outstending Principel balance until this Note matures or this obiigEltion Is accelerated.
I may borroW up to the Principal amount more than ona time.
A.II <JdvancEls made wilt be made subieet to all other terms 61\tI cl;mtlitions of this Loan,
3. INTEREST. Interest will accrue on the unpaid Principal balance of this Nota at tha rate of 5.75 percant IInterast Rate) until November 13. 2004. _fter which time
it may change as described in the Variable Rate subsection,
A. Interest After O.tault. If you declare e default under the terms of this L08n, ineluding tor failure to pey in full at ml!lturity, you may increase the Intere,t Rate
payable on the outstanding Prlnclpel balance of this Note. In such event, interest will accrue in the following manner: in the event of detault for which Lender
does not accelerate the Loan, including failure of borrower to provide the financial statements as required hereund.r or under the loan agreement, the applicable
Interest fate to the loan for a periOd beginning three (3) days after written notice of such deteult and ending upon tha curing of nid noticed default, shall
'Increue three percent 13%) during the period which noticed default continues. Such default interest rete shall apply to the outstanding principal balance of the
Loan. Upon the curing of the noticed default, the interest rete on the Loan shall revert to the initially agreed upon interest rate effective on the date on which
the default is cured,
B. Maximum Interest "'mount. Any amount assessed or collected as Interest under the terms of this Note or obligatIon will b. lim1ted to the Maximum Lawful
Amount of interest allowed by state or federal law. Amounts collected in ex.cess 01 the Maximum Lawful Amount will be applied first to the unpaid Principel
balance Any remainder will be refunded to me.
e. Statutory Authority. The emount assessed or collected on this Note is authorized by the Pennsylvania Simplification and AvaIlability 01 Bank Credit Act IPa,
Stet. Ann. title 7, ~ 322).
O. Accrual. During the scheduled term of this Loan interest accrues using an Actusl/360 days counting method.
E. V.rlable Rate. The Interest Rate m.y chenge durIng the term of this transaction.
11) Index. Beginning with the first Change O.te, the Interest Rete will be basad an tha fallriwingindex: the ba.. rate on corporate loans posted by at lsa.t
75% of the nation's 30 largest banks known as the Wall Street Journal Prime Rete.
Tha Current Index is the most recent index figure llvall.ble on each Change Date. Vou do not guaranty by selecting this Index, or the margin, that the
lnterest Rate on this Note will be the same rate you charge on any other loans or dess of loens you meke to me or other borrowers, If this Index Is no
longer available, you will substitute e similar index. You will give me notice 01 your choice.
\21 Change Date. Eacn elate on which the Interest Rate may change is called a Change Date. The Interest Rate may change November 13, 2004 and daily
thereafter
(31 Calculatlon O~ Change. On each Change Date, you will calculate the Interest Rete, which will be the Current Index plus 1.000 percent. The result of
this calculation will be rounded up to the nearest. 125 percent. Subject to any limitations, this will bit the Interest Rate until the next Chenge Date. The
new Interest Rate wi!1 become effective on each Change Date. The Interest Rate and other oharges on this Note will ne....er excaed the highest rate or
charge allowed by lllW for this Note.
141 Effect Of Veriable Rate. A change in the Interest Rate will have the fallowing effect on the payments: The amount of scheduled payments will ehange.
Copy Right Printers, Inc.
Pennsylvenill Promissory Nota
PAJ4dlomisonOOS1S10000455B0121 1 1004N
$1996 Bankers Systems, Inc., St. Cloud, MN ~..
Initials
Page 1
4 ADDITiONAL CHARGES, As additional consi" _.l~n, I agree to pay, or hava paid, the fees and charges li!l._.... on the APPENDIX: FEES AND CHARGES, which Is
attached to and made part of this Note,
S, REMEDIAL CHARGES. in addition to interest or other finance charges, l agree that I will PC'V thas-a , additional feu based on my method and paUem of payment.
Additional remedial chaqjles may be described elsewhere in thi, Note,
A. Late Charge. If a payment is more than 10 days late, I will ba charged 5.000 percent of the Amount of Payment. I wlll pay this late charge promptly but
only once for each late payment.
6. GOVERNING AGREEMENT. ,This Note is further governad by the Commercial Loan Agreement axecuted between you Bnd me BS pen of this LOBn, as modified,
amended or supplemented. Upon execution of this Note, I represent that I have reviewed and am in complianca with the terms contained in the Commercial Loan
Agreement.
7. PAYMENT, I pgrae to pey this Note on demand, but if no demand is made, I agree to pay as follows: Interest shall be pltyable monthly on any unpaid principal
balance on the 12th of each month beginning December 12, 2004,
Payments will be rounded to the nearest $,01. With the final payment I elso agree to pey any additional fees or charge. OWing and the amount of any advances you
have made to others on my behalf. Payments scheduled to be paid on the 29th, 30th or 31st day of a month that contains no suc:h day wlll. instead, be made on
the Il'st clay of such monfh.
Each payment I make on thiS Note will be applied first to interest that is due then to principal that is due, and finally to any charges that I owe other than principal
ane! ir.teres\. If yo\,l and I agrae to a different appl"lcation of payments, we will describe our agreement on this Note. The actual amount of my finel payment will
depend on my payment record.
B. PREPAYMENT. \ may prepPY this Loan in full or in part at any time. Any parti8l prepeyment will not excuse any later scheduled payments until I pey in full.
9. lOAN PURPOSE. The purpose of this Loan is to provide a working capital line of credit.
10. ADDITIONAL TERMS. The loan secured by this lien was made under a United States Small BU5iness Administration (SBA) nationwide program which uses tax
dollars to assist small bl,Jsines!l owners, If the United States is seeking to enforce this document, then under SBA regulations:
When SBA is tha holder of the Note, this document and all documents evidencing or securing this Loan will be construed in accordance with federellaw.
lender 01 $BA may \,Ise local 01 state proceduras for purposeS such as f]hng papers, recording documents, giving notice, foreclosing liens and other purposes. By
uSing these procedures. SBA ooes not waive eny federal Immunity from local or state control penalty tax or liability. No Borrower or Guarantor may claim or assert
against SBA any local or stete law to deny any obligation of Borrower, or defeat any claim 01 SBA WIth respect to this Loan.
Any clause in this document requiring arbitretion is not enforceeble when SBA is the holdar of The Note secured by this instrument,
This loan will be secured by an existing UCC filed with the Pennsylvania Department of State on March 21, 2000 Finencing Statemant Number 31410507.
11. SECURITY. This Loan is secured by separate security instruments prepared together with this Note as follows:
Doc....m.nt Name
Security Agreement. Copy Right Printers, Inc.
Partl.. to Document
Copy Right printers, Inc.
12. DUE ON SALE OR ENCUMBRANCE. You may, at your option, declare the entire balence of this Note to be Immediately due end payable upon the cr..tion of, or
contract for the creation of, any lien, encumbrance, trensfer or sale of all or any pert. of the. Property. Thi, right is subject to the f.strictlOns Imposed by federal law
(12 C.F ,R. 591 J, as applicable. However, if I am in defeult under this Agreement, I may not sell the inventory portion of the Proparty even in the ordinary course of
business.
13. WAIVERS AND CONSENT. To the axtenl not prohibited by law, I waive protest, presentment for payment, demand, notice of acceleration, notica of intant to
accelerate and notice of dishonor.
A. Additionel Waivars By Borrower. In addition, I, and eny party to this Nota and Loan, to the extent permitted by lew. consent to cartain eetions you may take,
and generally waive defenses that may be available based on thase ections or based on the status of a party to this Note.
(1) You may renew or extend peyments on this Not", regardless of the number of such renewals or extensions.
(2) You mey release any Borrower, endorser, guarantor, surety, accommodation maker or ~lOy other co-signer.
(3) You may release, substitute or impair any Property securing this Note.
(4) You. or any institution participatIng in this Note, may invoke your right of set-off.
151 You may enter into any sales, repurChases or participations of this Note to any person in any amounts and r waive notice of such sales, repurchases or
participations.
(611 agree that any of us signing this Note as a Borrower is authorizad to modify the terms of this Note or any instrument securing, guarantying or releting
to this Note.
l71 I agree that you may inform any party who guarantees this Loan of any Loan accommodations, renewals, axtensions. modification., substitutions or
future advances,
B. No Waiver By Lender. Your course of dealing. or your forbearence from, or daley in, tha exercise of any of younights, remedies, privileges or right to Insist
upon my strict performance of any provisions contained in this Note, or other Loan documents. shall not be construed as a waiver by you, unless any such
waiver is in writing and is signed by you.
14, COMMISSIONS. ! understand end agrel!l that you (or your aHlllate) will earn commissions or fees on any insurance products, and may earn suchfe:es on other
services that ( buy through you or your afiiliate.
15. APPLICABLE LAW. This Note Is governed by the laws of Pennsylvania, the United States of America and to the ,uctent required, by the lews 01 ttw jurisdiction
where the Property \~ located. In the event of a dispute, the exclusive forum, venue and place of jurisdiction will be In Pennsylvania, unless otherwise required by
law Any provision thai appoints you as an agant is not subject to -the provisions of 20 Pa.C.$.A. Section 6601 et seq. (Chepter 56; Decedents, Estates and
Fiduciaries Code). By exercising any of your rights under this Note, you do so 101' YOUt sole benefit.
16. JOINT AND INDIVIDUAL LIABILITY AND SUCCESSORS, My obligation to pey this loan Is independent of the obligation of anY,other person wh9 ha. also
agreed to pay It. You may sue me alona, or anyone else who is obligetedon this Loen, or any number of us together, to collect this L9an. Extending this Loan or
new ObligatIons under this Loan, will not eHect my duty under this Loan and I will still be obligeted to pay this Loan. The duties and benefits of this Loen will bind
and benefit the succeuors and assigns of you and me.
COPy Right Printers. inc,
Pennsylvania Promissory Note
PA/4dlomison0081 51000045580121 11004N
Cl1996 Bankers Systems, Inc., St. Cloud, MN ~w
Initials
Peg. 2
17. AMENDMENT. INTtGRATION AND SEVERA ,Y. This Note may not be amended or modified by orala.._diiient, No amendment or modification of this Note
IS effective unless made in writing and executed by you and me. This Note is the complete and final expression of the agreement. If any provision of this Note is
unenforceable, then the unenforceable provision will be severed and the remaining provisions will still be enforceable.
16. INTERPRETATION. Whenever used, the singular includes the plural end the plural includes the singUlar. The section headings are for convenience only and are
not 10 be used to imerpre1 or define 1he terms of this Note.
19. NOTICE, FINANCIAL REPORTS AND ADDITIONAL DOCUMENTS. Unless otherwise required by law, any notice will be given by delivering it or mailing it by first
class meil to the appropriate party's address listed in the DATE AND PARTIES section, or to any other address designated in writing. Notice to one party will b.
deemed to be notice to all parties, ] will inform you in writing of any change in my name, address or other application information. I agree to sign, deliver, and file
any additionl!ll documents or certifications that you may consider necessary to pertect, continue, and preserve my obligations under this Loan and to confirm your
lien status on any Property, Time is of the essence.
20. CREDIT INFORMATION. I agree to supply you with whatever information you reasonably feel you need to decide whether to continue this Loan. You will make
requests for this information without undue frequency, and will give me reasonable time in which to supply the information.
21. ERRORS AND OMISSIONS. I agree, if requested by you, to fully cooperate in the correction. if necessery, in the reasonable discretion of you of any and all loan
closing documents so that all documents accurately describe the loan between you and me. 1 agree to assume all costs including by way of illustration and not
limitation, actual expenses, legal fees and marketing losses for failing to reasonably comply with your requests within thirty (30) days.
WARRANT OF AUTHORITY TO CONFESS JUDGMENT. Upon default, In addition to all other remedies and rights avail.bi, to you, by signing below I Irrevocably
authori18 the prothonotary, clerk, or any attorney to appear in any court of record having jurisdiction over this matter and to confe.. judgment against me at any
time without stay of execution. r waive notice. service of process. and proce.s. I agre. and und.rnand that judgm.nt may b. conf....d agaln.t me for any unpaid
principal. accrued interest, and accrued charges due on this Note, plus collection COsts and reasonable attorn.ys' f.es up to 15 peroent of th. judgment. Th.
ltXercise of the power to confess judgment will not exhaust this warrant of authority to conf... Judgment and may be don. .. oftan .. you eleot. I furth.r
understand that my property may be .elzed without prior notice to .atisfy the debt owed. I knowingly, intentionally, and voluntarily waive eny and all constitutional
rights I have to pre-deprivation notice end hearing under fedaral and .tate laws and fully understand the con.equence. of this waiver.
By signing immediately below, I agree to the terms of the CONFESSION OF JUDGMENT section.
22. SIGNATURES. By signing under sBal, I agree to the terms contained in this Note. I also acknowledge receipt of a copy of this Nota.
BORROWER:
{Seall
or
(Seal)
Robert A. Beers, President
Copy Right Printers, Inc.
Pennsylvania Promissory Note
PA/4dlomison0081 51 0000455801 2111 004N
=1996 Bankers Systems, Inc" St. Cloud, MN ~
Initials
Page 3
APPENDIX: FEES AND CHARGES
As described in the ADDITIONAL CHARGES section of the attached Note, I agree to pay, or heve paid, these additional fe8s and charges.
Nonrefundable Fees and Charges. The fOllowing feas are earned when collected and will not be refunded if I prepay this Note before the scheduled maturity date.
Packaging Fee. A(n) Packaging Fee fee of $100.00 payable from separate funds on or before today's date.
SBA Guarllnty Fee. A(n) SBA Guaranty Fee fea of $1,000.00 payable from separate funds on or before today', date.
Copy Right Printers, Inc
Pennsylvania Promissory Note
PA/4dlomison0081 51 000045580121 1 1004N
iCl1996 Benkers Systems, Inc., St. Cloud, MN ~..
Inltiela
Pege 4
Exhibit "C"
U.S. Small Business Administration
UNCONDITIONAL GUARANTEE
SBA Loan # GP 507 233 40 02 HBG
SBA Loan Name Copy Right Printers, Inc.
Zinn and Beers Enterprises, Inc.
Guarantor
Copy Right Printers, Inc.
Borrower
Lender Legacy Bank
Date January 2, 2002
Note Amount 300.000.00
1. GUARANTEE:
Guarantor unconditionally guarantees payment to Lender of all amounts owing under the Note. This Guarantee remains
In effect until the NOle IS paid III full. Guarantor must pay all amounts due under the Note when Lender makes written
demand upon Guarantor. Lender is not required to seek payment from any other source before demanding payment from
Guarantor.
2. NOTE:
The "Note" is the promissory note dated
January 2. 2002
in the principal amount of
Three hundred thousand**".......................................................*".......*..****..******....**..*.***..***~******...**..*
Dollars.
from BOITower to Lender. It includes any assumption, renewal, substitution, or replacement of the Note, and multiple
notes under a line of credit
3, DEFINITIONS:
"Collateral" means any property taken as security for payment of the Note or any guarantee of the Note.
"Loan" means the loan evidenced by the Note.
"Loan Documents" means the documents related to the Loan signed by Borrower, Guarantor or any other guarantor, or
anyone who pledges Collateral.
"SBA" means the Small Business Administration, an Agency of the United States of America.
SBA Form 148 (10198) Previous editions obsolete.
Page 1/5
4. LENDER'S GENERAL POWERS:
Lender may take any of the following actions at any time, without notice, without Guarantor's consent, and without
making demand upon Guarantor:
A. Modify the terms of the Note or any other Loan Document except to increase the amounts due under the Note;
B. Refrain from taking any action on the Note, the Collateral, or any guarantee;
C. Release any Bon"ower or any guarantor of the Note;
D. Compromise or settle with the Borrower or any guarantor of the Note;
E. Substi[Ute or release any of the Collateral, whether or not Lender receives anything in return;
F. Foreclose upon or otherwise obtain, an9 dispose of. any Collateral at public or private sale, with or without
advertisement;
G. Bid or buy at any sale of Collateral by Lender or any other lienholder, at any price Lender chooses; and
H. Exercise any lights it has, including those in the Note and other Loan Documents.
These actions will not release or reduce' the obligations of Guarantor or create any rights or claims against Lender.
5, FEDERAL LA W:
When SBA is the holder. the Note and this Guarantee will be construed and enforced under federal law, including SBA
regulations. Lender or SBA may use state or local procedures for filing papers, recording documents, giving notice,
foreclosing liens, and other purposes. By using such procedures, SBA does not waive any federal immunity from state or
local control, penalty. tax, or liability. As to this Guarantee, Guarantor may not claim or assert any local or state law
against SBA to deny any obligation. defeat any claim of SBA. or preempt federai law.
6. RIGHTS. NOTICES, AND DEFENSES THAT GUARANTOR WAIVES:
To the extent permiued by law,
A. Guarantor waives all rights to:
I) Require presenLmenL protest. or demand upon Borrower;
2) Redeem any Collateral before or after Lender disposes of it;
3) Have any disposition of Collateral advertised; and
4) Require a valuation of Collateral before or after Lender disposes of it.
B. Guarantor waives any notice of:
!) Any default under the Note:
:!) Presentment. dishonor. proLesL or demand;
3) Execution of the Note;
4) Any action or inaction on the Note or Collateral, such as disbursements, payment, nonpayment, acceleration,
intent to accelerate, assignment, collection activity, and incurring enforcement expenses;
5) Any change in the financial condition or business operations of Borrower or any guarantor;
6) Any changes in the terms of the Note or other Loan Documents, except increases in the amounts due under the
Note; and
7) The time or place of any' sale or other disposition of Collateral.
C. Guarantor waives defenses based upon any claim that:
I) Lender failed [0 obLain any guarantee;
2) Lender failed to obtain. perfect. or maintain a security interest in any property offered or taken as Collateral;
3) Lender or others improperly valued or inspected the Collateral;
4) The Collateral changed in value. or was neglected, lost, destroyed, or underinsured;
SBA Form 148 (10198) Previous editions obsolete.
Page 2/5
5) Lender impaired the Collateral;
6) Lender did not dispose of any of the Collateral;
7) Lender did not conduct a commercially reasonable sale;
8) Lender did not obtain the fair market value of the Collateral;
9) Lendel'. did nolmuke or perfe<.:t a <.:Iaim upon the death or disability of Borrower or any guarantor of the
Note;
10) The financial condition of Borrower or any guarantor was overstated or has adversely changed;
II) Lender made errors or omissions in Loan Documents or administration of the Loan;
12) Lender did not seek payment from the Borrower, any other guarantors, or any Collateral before demanding
payment from Guarantor:
13) Lender impaired Guarantor's suretyship rights;
14) Lender modified the Note terms, other than to increase amounts due under the Note. If Lender modifies the
Note to increase the amounts due under the Note without Guarantor's consent. Guarantor will not be liable
for the increased amounts and related interest and expenses, but remains liable for all other amounts;
15) Borrower has avoided liability on the Note; OJ'
16) Lender has taken an action allowed under the Note, this Guarantee, or other Loan Documents.
7. DUTIES AS TO COLLATERAL
Guarantor will preserve the Collateral pledged by Guarantor to secure this Guarantee. Lender has no duty to preserve
or dispose of any Collateral.
8. SUCCESSORS AND ASSIGNS;
Under this Guarantee. Guarantor includes heirs and successors, and Lender includes its successors and assigns.
9. GENERAL PROVISIONS:
A, ENFORCEMENT EXPENSES. Guarantor promises to pay all expenses Lender incurs to enforce this Guarantee,
including, but not limited to, attorney's fees and costs.
B. SBA NOT A CO-GUARANTOR. Guarantor's liability will continue even if SBA pays Lender. SBA is not a
co-guarantor Wilh Guarantor. Guarantor has no light of contribution from SBA.
C. SUBROGA nON RIGHTS. Guarantor has no subrogation rights as to the Note or the Collateral until the Note is
paid in full.
D. JOINT AND SEVERAL LIABILITY. All individuals and entities signing as Guarantor are jointly and severally
liable.
E, DOCUMENT SIGNING. Guarantor must sign all documents necessary at any time to comply with the Loan
Documents and to enable Lender to acquire, perfect, or maintain Lender's liens on Collateral.
F. FINANCIAL STA TEMENTS. Guarantor must give Lender financial statements as Lender requires.
G. LENDER'S RIGHTS CUMULATIVE. NOT WAIVED. Lender may exercise any of its rights separately or
together, as many times as it chooses. Lender may delay or forgo enforcing any of its rights without losing or
impairing any of them.
H. ORAL STATEMENTS NOT BINDING. Guarantor may not use an oral statement to contradict or alter the written
terms of the Note or this Guarantee, or to raise a defense to this Guarantee.
I. SEVERABILITY. If any part of this Guarantee is found to be unenforceable, all other parts will remain in effect.
J. CONSIDERATION. The consideration for this Guarantee is the Loan or any accommodation by Lender as to the
Loan.
SBA Form 148 (10/96) Previous editions obsolete.
Page 3/5
.
"
10. ST A TE-SPEClFIC PROVISIONS,
Upon default, in addition to all other remedies and rights available to you, by signing below I irrevocably authorize the prothonotary,
clerk, or any attorney to appear in any court of record having jurisdiction over this matter and to confess judgment against me at any
time without stay of execution. I waive notice, service of process, and process. I agree and understand that judgment may be
confessed against me for any unpaid principal, accrued charges due on this Note, plus collection costs and reasonable attorneys'
fees up to 15 percent of the judgement. The exercise of the power to confess judgment will not exhaust this warrant of authority to
understand that my property may be seized without prior notice to satisfy the debt owed. I knowingly, intentionally, and voluntarily
waive any and all constitutional rights I have to pre~deprivation notice and hearing under federal and state laws and fully understand
the consequences of this waiver.
SBA Form 148 (10/98) Previous editions obsolete
Page 4/5
.
,,'
II. GUARANTOR ACKNOWLEDGMENT OF TERMS.
Guarantor acknowledges that Guarantor has read and understands the significance of all terms of the Note and this
Guarantee, including all waivers.
12, GUARANTOR NAME(S) AND SIGNA TURE(S):
By signing below, each individual or entity becomes obligated as Guarantor under this Guarantee.
Zinn and Beers Enterprises, Inc.
~{JUtP~oo~
Robert A Beers, President
.&,~~,..
January 2. 2002
January 2, 2002
SBA Form 148 (10/98) Previous editions obsolete.
Page 5/5
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SHERIFF'S RETURN - REGULAR
ft" ...
CASE NO: 2006-03228 P
COMMONWEALTH OF PENNSYLVANIA:
COUNTY OF CUMBERLAND
LEGACY BANK
VS
ZINN AND BEERS ENTERPRISES INC
KENNETH GOSSERT
, Sheriff or Deputy Sheriff of
Cumberland County,Pennsylvania, who being duly sworn according to law,
says, the within COMPLT-CONFES JUDGMENT
was served upon
BEERS ROBERT A AS PRESIDENT OF ZINN AND BEERS ENTERPRISES IN the
DEFENDANT
, at 2026:00 HOURS, on the 21st day of June
, 2006
at 216 N 2ND STREET
WORMLEYSBURG, PA 17043
by handing to
ROBERT A BEERS
a true and attested copy of COMPLT-CONFES JUDGMENT
together with
and at the same time directing His attention to the contents thereof.
Sheriff's Costs:
Docketing
Service
Affidavit
Surcharge
6.00
13.20
.00
10.00
.00
29.20.1
~ ? . J'I-b ~
So Answers:
.rP....~~~<.~
R. Thomas Kline
06/27/2006
JAMES SMITH DIETTERICK CONNELL
of A.D.
Sworn and Subscibed to By:
before me this day
SHERIFF'S RETURN - REGULAR
. -.,
CASE NO: 2006-03228 P
COMMONWEALTH OF PENNSYLVANIA:
COUNTY OF CUMBERLAND
LEGACY BANK
VS
ZINN AND BEERS ENTERPRISES INC
GERALD WORTHINGTON
, Sheriff or Deputy Sheriff of
Cumberland County, Pennsylvania, who being duly sworn according to law,
says, the within COMPLT-CONFES JUDGMENT
was served upon
ZINN JEFFERY S AS CEO OF ZINN AND BEERS ENTERPRISES INC the
DEFENDANT
, at 1638:00 HOURS, on the 22nd day of June
, 2006
at 921 GETTYSBURG PIKE
MECHANCISBURG, PA 17055
by handing to
JEFFREY S ZINN
a true and attested copy of COMPLT-CONFES JUDGMENT
together with
and at the same time directing His attention to the contents thereof.
18.00
19.36
.00
10.00
.00
47.367
~ "H'r.o/"-
Sworn and Subscibed to
Sheriff's Costs:
Docketing
Service
Affidavit
Surcharge
So Answers:
.~~<~
R. Thomas Kline
06/27/2006
JAMES SMITH DIETTERICK CONNELL
before me this day
By, ~ ~
- €~ A./?:.. Lo--~
A Deputy She ff
of
A.D.