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HomeMy WebLinkAbout06-4882 ,,/ , IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA THE LEGACY BANK, successor by merger to FIRST NATIONAL BANK, Plaintiff, vs. COTTON TRADERS, INC., CHRISTOPHER R. SILVA and AMY L. SILVA, CIVIL DIVISION No.:DC--J.lP~ d~~L'-r~ CONFESSION OF JUDGMENT Pursuant to the authority in the Warrant of Attorney contained in the aforesaid $50,000.00 Note, $50,00.00 Guaranty, $100,000.00 Note and $100,000.00 Guaranty, copies of which are attached to the Complaint filed in this action, I appear for the Defendants and confess judgment in favor of Plaintiff and against Defendants as follows: Principal Interest to 8/8/06 Late Charges Attorneys' Fees (15% of the total amount due) $50,000.00 Note and Guaranty $47,035.69 $ 2,274.13 $ 79.90 $ 7.408.45 TOTAL $56,798.17 with interest on the principal sum ($47,035.69) from August 8, 2006 at the contractual rate. Principal Interest through 8/8/06 Late Charges Attorneys' Fees (15% of the total amount due) $100,000.00 Note and Guaranty $89,536.55 $ 5,579.85 $ 278.64 $14.309.25 TOTAL $104,704.29 with interest on the principal sum ($89,536.55) from August 8, 2006 at the contractual rate. 14 ) " ~n -' GRAND TOTAL $161,502.46 with interest on the principal sum ($136,572.24) fro t the contractual rate BY: Scott A. iet erick, Attorneys for efen ants PRO HAC VICE P ALD. # 55650 P.O. Box 650 Hershey, PA 17033 (717) 533-3280 15 CONNELLY LLP -.. '" .. (') ,...., ~ "'" C c;> ~ CJ" ....ofT, ~ ~ n'"'\" fn p1 7""' G> ~;< : rV _om c/) :00 ..< rV 1~""1 L t;;:..t"" :3 Sf~ !2; (- -0 _....-,.; ,G.. ,~~ ;:>; ~2(~ j;-?:: t2 (5rn -j -. ~ ~ ~ -' # . IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA THE LEGACY BANK, successor by merger to FIRST NATIONAL BANK, Plaintiff vs. COTTON TRADERS, INC., CHRISTOPHER R. SILVA and AMY L. SILVA, Defendants. TO: OEF NDANT(s) I HEREBY CERTIFY THAT THE ADDRESS OF THE PLAfNTIFF IS: 532-534 Main Street Johnstown, PA 15901 A CIVIL DIVISION NO.: Ol..-""P!~ C;u~L~~ TYPE OF PLEADING CIVIL ACTION - COMPLAINT IN CONFESSION OF JUDGMENT FILED ON BEHALF OF: The Legacy Bank, a division of First National Bank, Plaintiff COUNSEL OF RECORD FOR THIS PARTY: Scott A. Dietterick, Esquire Pa. 1.0. #55650 JAMES, SMITH, DIETIERICK & CONNELLY LLP P.O. Box 650 Hershey, PA 17033 (717) 533-3280 , IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA THE LEGACY BANK, successor by merger to FIRST NATIONAL BANK, CIVIL DIVISION Plaintiff, NO.: vs. COTTON TRADERS, INC., CHRISTOPHER R. SILVA and AMYL. SILVA, Defendants. CIVIL ACTION. COMPLAINT IN CONFESSION OF JUDGMENT And now comes The Legacy Bank, successor by merger to First National Bank, by its attorneys, James, Smith, Dietterick & Connelly LLP, files this Complaint in Confession of Judgment as follows: I. The Plaintiff is The Legacy Bank, successor by merger to First National Bank, which has its principal place of business at 532-534 Main Street, Johnstown, Pennsylvania 1590 I. 2. Defendant, Cotton Traders, Inc., ("Cotton") is a corporation authorized to conduct business in the Commonwealth of Pennsylvania with its principal place of business located at 257 North 24th Street, Camp Hill, Pennsylvania 17011. 3. Defendant, Christopher R. Silva, ("Mr. Silva") is an adult individual residing at 257 North 24th Street, Camp Hill, Pennsylvania 17011. 4, Defendant, Amy 1. Silva, ("Mrs. Silva") is an adult individual residing at 257 North 24th Street, Camp Hill, Pennsylvania 17011. 2 5. On or about July 27,2005, Cotton, executed and delivered a certain Promissory Note in favor of Plaintiff in the original principal amount of $50,000.00 ("$50,000.00 Note"), which Note authorized the confession of judgment against Cotton upon default. A copy of said Note, which copy is a true and correct reproduction of the original $50,000.00 Note, is marked Exhibit "A", attached hereto and made a part hereof. 6. The aforesaid Mortgage was amended in the principal amount of$47,035.69 pursuant to a certain Modification Agreement by and between Plaintiff and Defendants. 7. On or about July 27,2005, as security for the $50,000.00.00 Note, Mr. Silva executed and delivered a certain Guaranty in favor of Plaintiff ("$50,000.00 Mr. Silva Guaranty") wherein Mr. Silva absolutely and unconditionally guaranteed payment and performance under the $50,000.00 Note, which Guaranty authorized the confession of judgment against Mr. Silva upon default. A true and correct copy of said $50,000.00 Mr. Silva Guaranty, which copy is a true and correct reproduction of the original $50,000.00 Mr. Silva Guaranty, is marked Exhibit "B", attached hereto and made a part hereof. 8. On or about July 27, 2005, as security for the $50,000.00.00 Note, Mrs. Silva executed and delivered a certain Guaranty in favor of Plaintiff ("$50,000.00 Mr. Silva Guaranty") wherein Mrs. Silva absolutely and unconditionally guaranteed payment and performance under the $50,000.00 Note, which Guaranty authorized the confession of judgment against Mrs. Silva upon default. A true and correct copy of said $50,000.00 Mrs. Silva Guaranty, which copy is a true and correct reproduction of the original $50,000.00 Mrs. Silva Guaranty, is marked Exhibit "C", attached hereto and made a part hereof and hereinafter collectively referred to as the "$50,000.00 Guaranty." 3 . 9. On or about April 30, 2004, Cotton, executed and delivered a certain Promissory Note in favor of Plaintiff in the original principal amount of $100,000.00 ("$100,000.00 Note"), which Note authorized the confession of judgment against Cotton upon default. A copy of said Note, which copy is a true and correct reproduction of the original $100,000.00 Note, is marked Exhibit "D", attached hereto and made a part hereof. 10. The aforesaid Mortgage was amended in the principal amount of$96,132.11 pursuant to a certain Modification Agreement by and between Plaintiff and Defendants. I I. On or about April 30, 2004, as security for the $ I 00,000.00.00 Note, Mr. Silva executed and delivered a certain Guaranty in favor of Plaintiff ("$1 00,000.00 Mr. Silva Guaranty") wherein Mr. Silva absolutely and unconditionally guaranteed payment and performance under the $100,000.00 Note, which Guaranty authorized the confession of judgment against Mr. Silva upon default. A true and correct copy of said $100,000.00 Mr. Silva Guaranty, which copy is a true and correct reproduction of the original $100,000.00 Mr. Silva Guaranty, is marked Exhibit "E", attached hereto and made a part hereof. 12. On or about December 10, 2004, as security for the $100,000.00.00 Note, Mrs. Silva executed and delivered a certain Guaranty in favor of Plaintiff ("$ 100,000.00 Mrs. Silva Guaranty") wherein Mrs. Silva absolutely and unconditionally guaranteed payment and performance under the $100,000.00 Note, which Guaranty authorized the confession of judgment against Mrs. Silva upon default. A true and correct copy of said $100,000.00 Mrs. Silva Guaranty, which copy is a true and correct reproduction of the original $100,000.00 Mrs. Silva Guaranty, is marked Exhibit "F", attached hereto, made a part hereof and hereinafter collectively referred to as the "$100,000.00 Guaranty." 4 , COUNT I CONFESSION OF JUDGMENT UNDER $50,000.00 NOTE AND $50,000.00 MR. SILVA GUARANTY. $50.000.00 MRS. SILVA GUARANTY 13. Plaintiff hereby incorporates by reference its averments in Paragraphs 1 through 12 as if set forth fully herein. 14. Neither the $50,000.00 Note nor the $50,000.00 Guaranty has been released, transferred or assigned. 15. Judgment has not been entered against the Defendants on either the $50,000.00 Note or $50,000.00 Guaranty in any jurisdiction. 15. Defendants are in default under the aforesaid $50,000.00 Note and $50,000.00 Guaranty for failure to pay installments of principal and interest when due. 17. The judgment is not being entered by confession against a natural person in connection with a consumer credit transaction. 18. The itemization of the amount due, including interest and attorneys' fees as authorized by the $50,000.00 Note and $50,000.00 Guaranty, is as follows: Principal Interest to 8/8/06 Late Charges Attorneys' Fees (15% of the total amount due) $47,035.69 $ 2,274.13 $ 79.90 $ 7.408.45 TOTAL $56,798.17 with interest on the principal sum ($47,035.69) from August 8, 2006 at the contractual rate. WHEREFORE, Plaintiff as authorized by the warrants of attorney contained in the $50,000.00 Note and the $50,000.00 Guaranty, demands judgment against the Defendants in the amount of$56,798.17 with interest on the principal sum from August 8, 2006 at the contractual rate, 5 , COUNT II CONFESSION OF JUDGMENT UNDER $100,000.00 NOTE AND $100.000.00 MR. SILVA GUARANTY. $100.000.00 MRS. SILVA GUARANTY 19. Plaintiff hereby incorporates by reference its avennents in Paragraphs I through 18 as if set forth fully herein. 20. Neither the $100,000.00 Note nor the $100,000.00 Guaranty has been released, transferred or assigned. 21. Judgment has not been entered against the Defendants on either the $100,000.00 Note or $100,000.00 Guaranty in any jurisdiction. 22. Defendants are in default under the aforesaid $100,000.00 Note and $100,000.00 Guaranty for failure to pay installments of principal and interest when due. 23. The judgment is not being entered by confession against a natural person in connection with a consumer credit transaction. 24, The itemization of the amount due, including interest and attorneys' fees as authorized by the $100,000.00 Note and $100,000.00 Guaranty, is as follows: Principal Interest through 8/8/06 Late Charges Attorneys' Fees (15% of the total amount due) $89,536.55 $ 5,579.85 $ 278.64 $14.309.25 TOTAL $104,704.29 with interest on the principal sum ($89,536.55) from August 8, 2006 at the contractual rate. WHEREFORE, Plaintiff as authorized by the warrants of attorney contained in the $100,000.00 Note and the $100,000.00 Guaranty, dernandsjudgment against the Defendants in the amount of $1 04,704.29 with interest on the principal sum from August 8, 2006 at the contractual rate. 6 WHEREFORE, Plaintiff, as authorized by the warrants of attorney contained in the $50,000.00 Note, $50,000.00 Guaranty, $100,000.00 Note and $100,000.00 Guaranty demands judgment in its favor and against Defendants in the total sum of $161 ,502.46 with interest on the principal sum ($136,572.24) from August 8, 2006 at the contractual rate, and brings said instrument to Court to recover the said sum. JAMES, M TH, D ICK & CONNELLY LLP BY: Sco . D ett c, Esquire Attorneys for Plaintiff P A J.D. # 55650 P.O. Box 650 Hershey, P A 17033 (717) 533-3280 THIS IS AN ATTEMPT TO COLLECT A DEBT, AND ANY INFORMA nON OBTAINED WILL BE USED FOR THAT PURPOSE. 7 EXHIBIT "A" . U.S. Small Business Administration NOTE SBA Loan # j 3859050.Q6 SBA Loan Name Cotton Traders, Inc. Date July 27, 2005 Loan Amount 50,000.00 Interest Rate Wall Street Journal Prime + 2.50% Cotton Traders, Inc. Borrower Operating Company Lender The Legacy Bank 1. PROMISE TO PAY: In return for the Loan, Borrower promises to pay to the order of Lender the amount of FIFTY THOUSAND AND 00/100-"........._.....---*'*****-_....._-"*.._*-****--_. Dollars, interest on the unpaid principal balance, and all other amounts required by this Note, 2. DEFlNmONS: "Collateral" means any property taken as security fOT 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, "SSA" means the Small Business Administration, an Agency of the United States of America. SBA Form 147 (06103102) Vtmlion4.1 Page 1/6 Bankers Systems. Inc" SI. Cloud. MN . '. 3. PAYMENT TERMS: Borrower must make all payments at the place Lender designates. The payment terms for this Note are: The interest rate on this Note will fluctuate. The initial interest rate is 8,75% 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 $799.00 every month, beginning one month from the month this Note is dated; payments must be made on the ~ty-s~lendar 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 calendar quarter (the "change period"). The .Prime Rate" is the prime rate in effect on the first business day of the month in which an interest rate change occurs, as published in the Wall Street Journal on the next business day. The adjusted interest rate will be 2.50% above the Prime Rate. Lender will adjust the interest rate on the 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. 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. Loan Prepayment: Notwithstanding any provision in this Note to the contrary: Borrower may prepay this Note. Borrower may prepay 20% or less of the unpaid principal balance at any time without notice. If Borrower prepays more than 20% and the Loan has been sold on the secondary market, Borrower must: a,OGive Lender written notice; b.OPay all accrued interest; and c.Olf 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.. above, If Borrower does not prepay within 30 days from the date Lender receives the notice, Borrower must give Lender a new notice, ;1 rem.~ini.ng ~rincip~I and accrued interest is due and paya~~s from date of Note, ISBA Form 147 (06/03/02) Version 4.1 1:.5 Page 2J6 Bankers Systems. Ine" SI. Cloud, MN , . SBA 147: Note Page 2 Continuation Continuation of ""," Late Charge: If a payment on this Note is more than 1 0 days late. Lender may charge Borrower a late fee of up to 5.00% of the unpaid portion of the regularly scheduled payment. ,;;.",. Page 1 Bankers Systems, Inc., St. Cloud, MN . 4, DEFAULT: Borrower is in default under this Note if Borrower does not make a payment when due under this Note, or if Borrower or Op;rating 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; 1. Makes an assignment for the benefit of creditors; K. Has any adverse change in financial condition or business operation that Lender believesroay materially affect Borrower's ability 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, 5, LENDER'S RIGHTS IF THERE IS A DEFAULT: Without notice or demand and without giving up any of its rights, Lender may: A. Require inunediate 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. 6, 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 tenns 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's fees and costs. If Lender incurs such expenses, it may demand innnediate 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 Qr conect amounts owing on this Note. SBA Form 147 (06103102) Version 4.1 Page 316 Bankers Systems, Inc" St. Cloud, MN . 7, WHEN FEDERAL LAW APPLIES: When SBA is the holder, this Note will be interpreted and enforced under ferlerallaw, including SBA regulations. Len~ 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 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, 8. SUCCESSORS AND ASSIGNS: Under this Note, Borrower and Operating Company include the successors of each, and Lender includes its successors and assigns. 9. 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, as 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 tenns 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 not obtain any guarantee; did not obtain, perfect, or maintain a lien upon Collateral; impaired Collateral; or did not obtain the fair market value of Collateral at a sale. SBA Form 147 (06103102) Version 4.1 Page 4/6 Bankers Systems, Inc., S1. Cloud, MN . 10, STATE-SPECIFIC PROVISIONS: WARRANT OF AUTHORITY TO CONFESS JUDGEMENT, Upon default, In addition 10 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. By signi~g immediately below, I agree to the terms of the CONFESSION OF JUDGEMENT section. July 27,2005 SBA Fonn 147 (06103102) Version 4.1 Page 5/6 Bankers Systems. Inc" SI. Cloud. MN 11. BORROWER'S NAME(S) AND StGNATURE(S): By's\gning below, each individual or entity becomes obligated under this Note as Borrower. Cotton Traders. Ine, ~ e-8za-- SBA Form 147 (06103102) Version 4.1 JUly 27, 2005 Page 6/6 Bankers Systems, 1ne" St. Cloud. MN EXHIBIT "B" I . U.S. Small Business Administration UNCONDITIONAL GUARANTEE SBA Loan # 13859050-06 SBA Loan Name Cotton Traders, Inc, Christopher R. Sliva Guarantor Cotton Traders, Inc. Borrower Lender The Legacy Bank Date July 27, 2005 Note Amount 50,000.00 1. GUARANTEE: Guarantor unconditionally guarantees payment to Lender of all amounts owing under the Note. This Guarantee remains in effect until the Note is paid in 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 July 27, 2005 , in the principal amount of Dollars, FIFTY THOUSAND AND 00/100**......"......----*"............................-....--........ from Borrower 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 Uoited States of America. SBA Form 148 (1oma) Previous editions obsolete. Page 1/5 Bankers Systems, Inc.. SI. Cloud. MN 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 Borrower or any guarantor of the Note; D. Compromise or settle with the Borrower or any guarantor of the Note; E. Substitute or release any of the CoUateral, whether or not Lender receives anything in return; F. Foreclos~ upon or otherwise obtain, and 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 rights it has, including those in the Note and other Loan Documents. These actions wilt not release or reduce the obligations of Guarantor or create any rights or claims against Lender. S. FEDERAL LAW: 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, OT 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 federal law. 6. RIGHTS, NOTICES, AND DEFENSES THAT GUARANTOR WAIVES: To the extent permitted by law, A. Guarantor waives all rights to: 1) Require presentment, 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: I) Any default under the Note; 2) Presentment, disbonor, protest, 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 tenns 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 to obtain 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 215 Bankers Systems. Inc., St. Cloud, MN . 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; . Lender did not make or perfect a claim 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; 11) 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; or 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, G~arantor 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, allorney's fees and costs, B. SBA NOT A CO-GUARANTOR. Guarantor's liability will continue even ifSBA pays Lender. SBA is not a co-guarantor with Guarantor. Guarantor bas no right ofcontrlbution from SBA. C. SUBROGATION 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 STATEMENTS, 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 tenns ofthe 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, CONSIDERA nON, The consideration for this Guarantee is the Loan or any accommodation by Lender as to the Loan, SBA Form 148 (10198) Previous editions obsolete. Page 315 Bankers Systems, Inc., St. Cloud, MN 10, STATE-SPECIFIC PROVISIONS, WA~f.lANT OF AUTHORITY TO CONFESS JUDGEMENT, Upon default, in addition to all other remedies and rights available to you, by signing below I irrevocably authorize the prothonotary I 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, selVice 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. intentional/y. and voluntarily waive any and aI/ constitutional rights I have to pre-deprivation notice and hearing under federal and state laws and fully understand the consequences of this waiver. By signing Immediately below, I agree to the terms of the CONFESSION OF JUDGEMENT section. July 27. 2005 SBA Form 148 (10/98) Previous editions obsolete. Page 4/5 Bankers Systems, Inc., St. Cloud, MN . . 11. GUARANTOR ACKNOWLEDGMENT OF TERMS, Guarantor acknowledges that Guarantor has read and understands the significance of all terms of the Note and this " Guara~tee, including all waivers. 12, GUARANTOR NAME(S) AND SIGNATURE(S): By signing below, each individual or entity becomes obligated as Guarantor under this Guarantee. &L~ K-~ ~-~ July 27, 2005 SBA Form 148 (10/98) F'revious editions obsolete. Page 5/5 Bankers Systems, Ine" SI. Cloud, MN EXHIBIT "C" U.S. Small Business Administration UNCONDITIONAL GUARANTEE SBA loan # 13859050.Q6 SBA Loan Name Cotton Traders. Inc Amy L SlIva Guaranlor Cotton Traders. lnc. eono- Lendlll' The Legacy Bank Dale July 27, 2005 Nole Amount 50.000.00 I GUARANTEE: Guorantor unconditionally guaranlee1l payment 10 I..cnder of all amounts owing under the Note, This Guarantee ramalns in elTcct until the Note is psid in full. Guarantor must pay all amounts due under the Note when lander makes written demand upon Guarantor lAnder is nol required to seek payment from any other source before demanding payment from Guaranlor. 2. NOTE: The "Nato" is the Ilromissory note dated July 27,2005 in the principal amount of Dollars. FIFTY THOUSAND AND 00/100..............................................-....-...--....................,... fram Borrower 10 l""der It includes any assumption. renewal, substitution, or replacemenl of the Note, and multiple notes under D line of'credit. 3, DEfINITIONS: "Collateral"l1ICllJ1s any property taken os security lb. payment of the Note or any guaranlee ofthe Note. "l.oan" means the loan evidenced by the Note "l.oan Documents" I1lClIns the documents reloted to the l<lDn signed by Borrower, Guarantor or any other guarantor. or anyone who pledges Collaterul. "SBA "means the Small Business AdminiSlTlllion, an Agency of the United Slates of Amari.. seA Fonn 1~8 (10198) P......s edIllons_... PIgo 1/5 Bankers Systems. Ine , 51. ClOUd. W'! . 4, 'LENDER'S GENERAL POWERS: L.",dcr may lake any of lhe fullowing actions al any time, wilbolll noli.., wilhout Gua..ntOf's consent, and without making demand upon GWlranlor: A Mc.tilY Ihe terms or Ibe Nole or any OIher Loan Documenlexc:ept to increase the aroounts due under the Note; B Refr;;in liom laking any action on the Note, the Collater.l, or any guarantee; C, Release .ny Borrower or .ny guarantor orlbe Note; o Compromise or settle \Vim the Borrower or any glllU'lllllor oflbe Nole; E Substitute or release any of lhe Collaleral, whether or not Lender roeelves anything in return: F, FOI..,\ose upon Of Olherwise obtain, and dispose of, any Collaleral at public or private sale, with or without advertisement; G. Bid or buy at any sale of Collateral by Lender or .nyother lienholder, at any price Lender chooses; and H, Exen:ise any rights it hIlS, including those in Ihe Note and other Loan Documents These actions will not rei..... or redu.. the obligations of GUaranI or or create any rights or claims against l.ender, S. FEDERAL LAW, When SBA is the holder, the Note and this Guamntee will be eonstrued 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 Uens, and other purposes, By using sw:h procedures, SBA does nOl waive any f'cderallmmunity fi'om Slate or local control, penalty, IU, or liability. As to this 0uanlnIee, G\lllI'lllllor may not claim or assert any local or state law against SBA to deny any obligation, defeat any claim of SBA, or preempt federal law 6, RIGHTS, NOTICES, AND DEFENSES THAT GUARANTOR WAIVES: To the extent pcrmilled by Jaw, A Guaranlor waives all rights to: I) Require presenlmllJll, protest, or demand upon Borrower; 2) Redeem any Collaleral before or aller Lender disposes of i~ 3) Have any disposition of Collateral advertised; and 4) Require a valualion of Collateral b.fore or oller Lender disposes orit, B. Guarantor waives any nOllce of: I) Any default under the Note: 2) Presentment, dishonor, proteSt, or demand; 3) Execution oflhe Note; 4) Any action or inaction on the Note or Collateral, such as disbursemenlS, paymen~ nonpaymen~ acceleralion, intent to accelerate, assignment, collection DCtivity, and incurring enforcement expenses; 5) Any chang. in tho financial condition or business oJlCllltions of Borrower or any guarantor; 6) Any changes in the lenns of the Note or other L.oan Documents, except increases in lbe amounts due under the NOle;and 7) Thetimc or place of any SIll. or other disposition of Co lIalem I C Guarantor waives def'cnses based upon any claim thai: I) Lender failed to obtain any guarantee; 2) Lender Illiled to obtain, perfect, or maintain a SCCllrll)' inlerest in any property ofTered or taken as Collatelal; 3) Lender 01 others improperly ".lued or inspected the Collateral; 4) The Collateral changed in value, or was neglecled, lost, destroyed, or underinsured: SBA Form 148 (1ll19l1> Prevlaus odlllans oboelote P0g02lll BankllfS Syslema. Inc,. St Cloud. MN . 5) Lender impaired Ihe Colloter. 6} L..nder did not di$pose of any of the Collarerol; 7) L,ender did not eonduel a commercially reasonable ..te; 8) Lender did not oblain the roir market value ofthe Collateral; 9)'. Lender did not make or perfeero claim upon the death or disability of Bonowcr or any guarantor of the 'Note; 10) The ll_eial condition of Bonower or any gunnmlor was overstated 0< has adven;ely chnnged; II) Lender made errors or omissions in Lonn DocumentS or administration oflhe LOlIIl; Il) Lender did not seek poymenlllom the Borrower, any olher guarantors, or any Collateral before demanding payment 110m Oua1'llll10r: 13) Lender impaired Ouarantor's suretyship rights; 14) Lender modified the Note terms, oth.r than to inereas. amounts due under Ih. Not. Ifl...der modilles the NOle to inerease the amounts due under the NOle withoul GUlU'llntor's conscn~ Guaranlor will nol be liable for 1M incrensed amounts and related Interest and expenses, bUI remains liable for all other amounts; I S} Borrower has avoided liability on Ihe Note; or 16} Lender hils taken on aetion ollowed nnderlhe Note, this GUlIf1lfItce, or oth.r Loan Documents 7 DUTIES AS TO COLLATERAL,: GUlIf1lfItor will preserve the Collateral pledged by Guarantor to secure Ihis Guarantee. Lender has no dilly 10 ~ or dispose of any Collateral. 8 SUCCESSORS AND ASSIGNS: Under this Guamnlee, Guamntor includ.s heirs and successors, and Lend.r includes ilS sllccessors und assigns 9. GENERAL PROVISIONS: A, ENFORCEMENT EXPENSES Guarantor promises 10 pay all expensesl...der incurs to enfore.this OUllf1lfllee, including. but not limited 10, attom.y's f.eslllld costs B SBA NOT A CQ..GUARANTOR Gunnmlor'S liability will conlinlle even if SBA pays lender S9A is not a co-guaranlor wi'h Guaranlor, GlIllI'nnlor hns no right of contribution lIom SBA. C. SUBROGATION RIGHTS, Guarlllllor hus no subrogation rights us 10 the Note or the Collateral until the Nole is paid in full D JOINT AND SEVERAL t.IABIt.lTY, All individuals and entities signing us OUlU'lllllor arejoinlly and severally liable, E DOCUMENT SIGNING, GlI8ranlor must sign all docum.nts necessary at any lime to comply with the Loan Documents and to enable Lender to acquire, perfect, or maintain Lender's Ii.ns on Collalenlf, F, FINANCIAL, STATEMENTS Ouaranlor musl give Lender rmanei.1 slatemonts as Lender requim, 0, !:ENDER'S RIGHTS CUMULATIVE, NOT WAIVED Lender may exercise any of its rights sepOl'lltely or logether, as many times as il chooses, Lender may delay or forgo enforcing any of its rights without losing or impairing any of them H, ORAL ST A lEMENTS NOT BINDING Guarantor may not use an onll srlllement 10 contradict or oller the writt.n leI'IIlS of the Nole or this Guamntee, or 10 mi.e a defense to this Guarantee I, SEVERABILITY, If any port of this Guarantee is found to be unenfore.abl., aU other parts will remain In efTeet 1 CONSIDERATION, The considaration for this Gu.....nt.. is the Loan or ll1lY acconunodaUon by Lender us to the Loan, SBA Fom> 148(10198) Previous _ _18 Pogo 315 Banke", Systems. Inc.. Sl. Cloud, MN . 10 S1A TE-SPECIFIC PROVISIONS: WARRANT OF AUTHORITY TO CONFESS JUDGEMENT. Upon default, In addItion \0 all o\hll rem8d1es and rights available to YOU. bl( signing below I Irrevocably authorfze the prothonotary. cieri<. or any atlomey 10 appear In any court of record having jutlodlcllon 0Y8f this maller and fa confess judgment against me at any lima WIthout slay of exeCtJlion, I waive noUc:e. S8I1IIce of process, and process . agree and undersland that Judgment may be conlesed against me for any unpaid principal. accrued charges due on !his Note. plus co\Ieotion costs and reasonable atlomeys' fees up to 15 parcent of the Judgement. The exerclse of .he power to conless judgment will not exhaust this warrant 01 eulhorlly to understand that my property may be seized wlIhout prfor notice to sallsly the debl owed, I knowingly, InlenllonallY. and volunlanly waive any and all consUlutionlll rights I heve to pre-cJeprlvallOll nollce and hearing undar federal and stale laws end fully understand the consequenCllS of !his waiver, By slgnlng ImmedlalBly below. I agree to the Ierms 01 the CONFESSION OF JUDGEMENT .ecllon, X~~ AmyL, Sliva July 27, 2005 , , S8A Fonn 1~8 (10188) ","""us odfUons _01. Page 415 Bankers Systems, Ino,. SI. Cloud, MN II GUARANTOR ACKNOWLEDGMENT Of TERMS Guarantor aeknowledgcsthat Guaranlor has read and undemands the significance of'.lItcnm of'the NOle and this GllIll'lIl)tee, including all waivers 12 GUARANTOR NAME(S) AND SIGNA TURE(S): By signing below, each individual or entity becomes obligated as GUDllUllor under this GuaranlCC "'~~ Amy L Silva July zr, 2005 SIiA Form 148 <'011I8) Praoioua _ obsolete Page M5 Ba""ers Systems, Inc., SI, Cloud, MN u.s. Small Business Administration NOTE SBA Loan # LOP 737933 4006 , SBA Loan Name Callan Traders. Inc. Date April 30. 2004 Loan Amount 100.000,00 Interest Rate Wall Street Journal Prime ~ 2.75% Cotton Traders, Inc. Borrower Operating Company , Lender The Legacy Bank 1. PROMISE TO PAY: In return for the Loan, Borrower promises to pay to the order of Lender the amount of ONE HUNDRED THOUSAND AND NO/1oo--.'-.-. Dollars, interest on the unpaid principal balance, and all other amounts required by this Note. 2, DEFlNlTIONS: "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 Small Business Administration, an Agency of the United States of America. seA Form 147 (06103102) Version 4.1 Page 1/6 Bankers Systems, Inc., SI. Cloud, MN . 3. PAYMENT TERMS: Borrower must make all payments at the place Lender designates, The payment terms for this Note are: The interest rate on this Note will fluctuate. The initial interest rate is 6.75% per year. This initial rate is the prime rate onthe date SBA received the loan application, plus 2.750%. The initial interest rate must remain in effect until the first change period begins. Borrower must pay a total of 6 payments of interest only on the disbursed principal balance beginning one month from the month this Note Is dated and every month thereafter; payments must be made on the 1 st calendar day in the months they are due. Borrower must pay principal and interest payments of $1,587.00 every month, beginning seven months from the month this Note is dated; payments must be made on the 1 st 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 calendar quarter (the "change period"). The "Prime Rate" is the prime rate in effect on the first business day of the month in which an interest rate change occurs, a published in the Wall Street Journal on the next business day. The adjusted interest rate will be 2.75% above the Prime Rate, Lender will adjust the interest rate on the first calendar day of each change period. The change in interest rate is effective on that day whether or not Lender gives Borrower notice <;>f the change. 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 i)ecomes fixed at the rate in effect at the time of purchase. All remaining principal and accrued interest is due and payable 7 years from 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. Loan Prepayment: Notwithstanding any provision in this Note to the contrary: 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 that 20 percent of the Loan and the Loan has been sold on the secondary market, Borrower must: a. Give Lender written notice: b, Pay all accrued interest; and (See attached page.) SBA Form 147 (06103102) Version 4.1 Page 216 Bankers Systems, Inc., SI. Cloud, MN SBA .47: Note Page 2 Continuation Continuation of "..." 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., above. If Borrower does not prepay within 30 days from the date Lender receives the notice, Borrower must give Lender a new notice. Page 1 Bankers Systems, Inc., SI. Cloud, MN 4. 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 pn!serve, 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 for the benefit of creditors; K, Has any adverse change in financial condition or business operation that Lender believes may materially affect Borrower's ability to pay this Note; 1. 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, 5, LENDER'S RIGHTS IF TIiERE IS A DEFAULT: Without notice or demand and without giving up any of its rights, Lender may: A. Require irmnediate 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. 6, 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's rees and costs. If Lender incurs such expenses, it may demand immediate repayment from Borrower or add the expenses to the principal balance; C. Release anyone obligeted 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. SBA Fonn 147 (06103102) Version 4.1 P_"'" Bankers Systems, Inc,. SI. Cloud. MN 10. STATE-SPECIFIC PROVISIONS: WARRANT OF AUTHORITY TO CONFESS JUDGEMENT. 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 jurisqlctlon over this matter and to oonfess 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 attomeys' 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 147 (06103102) Version 4.1 Page 516 Bankers Systems, Inc., St. Cloud, MN II. BORROWER'S NAME(S) AND SIGNATURE(S): By\~igning below, each individual or entity becomes obligated under this Note as Borrower. Cotton Traders, Inc, The gUlli'alilaed ;JOrtlon oi 100 oois!b.rilllr19 pr'~1CIpaI b8/ance of tilIa note has been lJaIl8f8ned to a RegIsInd Holder tor value. ~ uL/~ AuIIloItIsd 0IIIc8r 3 -<1- 010 OS- Dele SBA Form 147 (06103102) Version 4.1 C"-\M,,,, T.,.."J~f 7) 1q33~ ()~ '" l%\-fOlq \<=\ April 30. 2004 Page 616 Bankers Systems, Inc., St. Cloud, MN EXHIBIT "E" U.S. Small Business Administration UNCONDITIONAL GUARANTEE SBA Loan # LDP 737933 4006 SBA Loan Name Cottan Traders, Inc. , Christopher R. Silva Guarantor Cotton Traders. Inc. Borrower Lender The Legacy Bank Date April 30. 2004 Note Amount 100,000.00 I. GUARANTEE: Guarantor unconditionally guarantees payment to Lender of all amnunts owing under the Note, This Guarantee remains in effect until the Note is paid in 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 April 30, 2004 in the principal amount of Dollars, ONE HUNDRED THOUSAND AND NOl1oo---.'-_. from Borrower 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 Slates of America, seA Fonn 148 (10198) Previous editions obsolete. Page 1/5 Bankers Systems. Inc.. SI. Cloud. MN . 4, LENDER'S GENERAL POWERS: Lender may take any ofthe following actions at any time, without notice, without Guarantor's consent, and without making demand upon Guarantor: '. A, Modify the tenns 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 Borrower OT any guarantor of the Note; D. Compromise or settle with the Borrower or any guarantor of the Note; E, Substitute or release any of the Collateral, whether or not Lender receives anything in return; F. Foreclos~ upon or otherwise obtain, and 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 arty other lienholder, at any price Lender chooses; and H. Exercise any rights 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 LAW: When SBA is the bolder, 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. AI; to this Guarantee, Guarantor may not claim or assert any local or state law against SBA to deny any obligation, defeat any claim ofSBA, or preempt federal law, 6. RIGHTS, NOTICES, AND DEFENSES THAT GUARANTOR WAIVES: To the extent pennitted by law, A. Guarantor waives all rights to: I) Require presentment, 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: I) Any default under the Note; 2) Presentment, dishonor, protest, or demand; 3) Execution ofthe 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 tenns 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 to obtain 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 215 Bankers Systems. Inc., SI. Cloud, MN . 5) Lender impaired the Collateral; 6) Lender did not dispose of any of the Collateral; 7) Lender did not conduct a commercially reasonable sale; ~! Lender did not obtain the fair market value of the Collateral; 9), Lender did not make or perfect a claim 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; or 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 with Guarantor, Guarantor has no right of contribution from SBA. C, SUBROGATION 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 STATEMENTS, Guarantor must give Lender financial statements as Lender requires, G. LENDER'S RIGHTS CUMULATIVE, NOT WANED. 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 ofthe 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, 1. CONSIDERATION, The consideration for this Guarantee is the Loan or any accommodation by Lender as to the Loan. SBA Form 148 (10196) Previous edItions obsolete. Page 315 Bankers Systems, Inc., SI. Cloud, MN . 10. STATE-SPECIFIC PROVISIONS: WAf\~NT OF AUTHORITY TO CONFESS JUDGEMENT, Upon default. In addition to all other remedies and rights available to YOU. by signing below I Irrevocably authorize the prothonotary. clerk. or any attomey to appear in any court of record having jurisdiction over this matter and to confess judgment against me at any time without stay of eXeaJtlon. 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, pius collection costs and reasonable attorneys' fees up to 15 percent of the judgemenl 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. ediately below, I agree to the tenns of the CONFESSION OF JUDGEMENT section, ~ 7'lac/or Da~ I SBA Form 148 (10198) Previous editions obsolete. Page 4/5 Bankers Systems, Inc., SI. Cloud, MN . .' 11, GUARANTOR ACKNOWLEDGMENT OF TERMS, Guarantor acknowledges that Guarantor has read and understands the significance of all terms of the Note and this " Gu~aptee, including all waivers. 12, GUARANTOR NAME(S) AND SIGNATURE(S): By signing below, each individual or entity becomes obligated as Guarantor under this Guarantee, (fj-f. R- 1?h- April 30,2004 SBA Fonn 148 (10/98) Previous editions obsolete. Page 5/5 Bankers Systems, Inc., SI. Cloud, MN . . .' EXHIBIT "F" . . U.S. Small Business Administration UNCONDITIONAL LIMITED GUARANTEE SBA Loan # LOP 737933 4006 SBA Loan Name Cotton Traders, Inc. Amy L. Sliva Guarantor Cotton Traders, Inc. Borrower Lender The Le9acy Bank , Date April 30, 2004 Note Amount 100,000.00 1. GUARANTEE: Guarantor unconditionally guarantees payment to Lender of all amounts owing under the Note, as limited below. Guarantor must pay all amounts owing under this Guarantee 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 April 30. 2004 in the ptincipal amount of Dollars, ONE HUNDRED THOUSAND AND NO/100.............*****..**.. from Borrower to Lender. It includes any assumption, renewal, substitution, or replacement of the Note, and multiple notes under a line of credit. 3. DEFINmONS: "Collateral" means any property taken as secutity 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 148L (10198) Page 1/8 Bankers Systems. Inc., SI. Cloud, MN . . 4. PAYMENT LIMITATION: (Check only one box) D B~CE REDUCTION: The guarantee is of all amounts owing under the Note, and will continue until the total of all amounts owing under the Note is reduced below $ , at which time Guarantor will be released from liability if the Note is not in default. D PRINCIPAL REDUCTION: The guarantee is of all amounts owing under the Note, and will continue until the outstanding principal balance of the Note is reduced below $ , at which time Guarantor will be released from liability ifthe Note is not in default. D MAXIMUM LIABILITY: The guarantee is limited to Guarantor's payment of$ DPERCENTAGE: The guarantee is limited to Guarantor's payment of % of all amounts owing under the Note at the lime demand is first made on Guarantor, plus the same percentage of any accrued interest and other costs charged to the Note after demand, until Guarantor fully performs this Guarantee. o TIME: The guarantee is of all amounts owing under the Note. The guarantee will continue until years after the date of the Note (the "Guarantee Period"). If Borrower is in default at the end of the Guarantee Petiod, the guarantee will continue until all defaults are cured. D COLLA TERAURECOURSE: The guarantee is limited to the amount Lender obtains from the following Collateral pledged by Guarantor: , 257 North 24th Street Camp Hill, PA 17011 Parcel #01-21-0271-075 o COMMUNITY PROPERTY OR SPOUSAL INTEREST: The guarantee is limited to Guarantor's community property or spousal interest in collateral pledged to secure the Note or any guarantee. SBA Form 14BL(10198) Page 216 Bankers Systems. Inc.. SI. Cloud. MN . 5: 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. Mbdify the tenns of the Note or any other Loan Document except to increase the amounts due under the Note; B. Re~in from taking any action on the Note, the Collateral, or any guarantee; C. Release any Borrower or any guarantor of the Note; D. Compromise or settle with the Borrower or any guarantor of the Note; E. Substitute or release any of the Collateral, whether or not Lender receives anything in return; F. Foreclose upon or otherwise obtain, and dispose of, any Collateral at public or private sale, with or without advertisement; G. Bid or buy at any sale of Co IIatera I by Lender or any other lienholder, at any ptice Lender chooses; and H. Exercise any rights 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. 6. FEDERAL LAW: 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 ofSBA, or preempt federal law. 7. RIGHTS, NOTICES, AND DEFENSES 1HAT GUARANTOR WAIVES: To the extent permitted by law, A. Guarantor waives all rights to: 1) Require presentment, 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: 1) Any default under the Note; 2) Presentment, dishonor, protest, 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 incuning 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 to obtain 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 148L (10196) Page 316 Bankers Systems, Inc., SI. Cloud, MN . . 5) Lender impaired the Collateral; 6) Lender did not dispose of any ofthe Collateral; 7) Lender did not conduct a connnercially reasonable sale; " 8)' ,Lender did not obtain the fair market value of the Collateral; 9) Lender did not make or perfect a claim 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; 11) 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 tiable for all other amounts; 15) Borrower has avoided liability on the Note; or 16) Lender has taken an action allowed under the Note, this Guarantee, or other Loan Documents. 8. 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. 9. SUCCESSORS AND ASSIGNS: Under this Guarantee, Guarantor includes successors, and Lender includes successors and assigns. 10. 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 with Guarantor. Guarantor has no right of contribution .from SBA. C. SUBROGATION RIGHTS. Guarantor has no subrogation tights 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 STATEMENTS. 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 tenns 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. 1. CONSIDERATION. The consideration for this Guarantee is the Loan or any accommodation by Lender as to the Loan. SBA Fonn 148L (10/98) Page 416 Bankers Systems, Inc.. SI. Cloud, MN . . 1 I. STATE-SPECIFlC PROVISIONS: WAR!'ANT OF AUTHORITY TO CONFESS JUDGEMENT. Upon default, in addition to all other remedies and rights available to you, by signing below i irrevocably authorize the prothonotary, clerk, or any attomey 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, accsued charges due on this Note, plus collectton costs and reasonable attomeys' 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 p,re-deprivation notice and hearing under federal and state laws and fully understand the consequences of this waiver. By signing immediately below, I agree to the tenns of the CONFESSION OF JUDGEMENT section. " 4 ' ~O ' O~ Date SBA Form 148L(10198) Page 516 Bankers Systems, Inc., SI. Cloud, MN _n j . . 12. GUARANTOR ACKNOWLEDGMENT OF TERMS. Guarantor acknowledges that Guarantor has read and understands the significance of all terms of the Note and this ... Guar~tee, including aU waivers. 13. GUARANTOR NAME(S) AND SIGNATURE(S): By signing below, each individual or entity becomes obligated as Guarantor under this Guarantee. ~~ Amy L. Silva ) April 30, 2004 SBA Form 148L (10(98) Page 616 Bankers Systems, Inc., 51. Cloud, MN . RU~-15-2006 13'08 P.02 VERI FICA TION I, Richard J. Bern, Vice President for First National Bank, depose and say subject to the penalties of 18 Pa.C.S.A., sec, 4904 relating to unsworn falsification to authorities that the facts set forth in the foregoing Complaint in Confession of Judgment are true and correct to the best of my infonnation, knowledge and bclief. ,.... ~ ~ (:) - ~~'\8 - - ~ -cJ F ~rp- 1 ~ ~ ~ -- ~ ~ ~ 2~~~ ~, N <:':>{,:3 .- N -1.'T' t. _~-::: -'1 ~ (::_:~::;') ::;t. /.'),\1 '::..t <~,~-~ t..:;' ~10 ~3 ~ :< ~ ~ ~ . IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA THE LEGACY BANK, successor by merger to FIRST NATIONAL BANK, CIVIL DIVISION Plaintiff, NO,: 61- -qpp~ CICJ'\C-T~ vs. COTTON TRADERS, INC., CHRISTOPHER R, SILVA and AMY L. SILVA, NOTICE UNDER RULE 2958.1 OF JUDGMENT AND EXECUTION THEREON Notice of Defendant's Rights To: Amy L. Silva 257 North 24th Street Camp Hill, A 17011 A judgment in the amount of$161,502.46 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. 12 . .~ 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 32 S. Bedford Street Carlisle, PA 17013 Phone (717) 249-3166 (800) 990-9108 Respectfully ubmitted: By: co A. ietterick, Esquire Attorney ,D,#55650 P.O. Box 650 Hershey, PA 17033 (717) 533-3280 13 ~ -vVY"; nii' ;? .', 7:<r - (/'; , .-.<: r..: ~~- :'::~ ( ~t~ ~~:f ,-~ ::2 ~ = "" ".. c::: {o, N N -0 :;:!: '^' .. ~ :1..,., ~f;; -nO !,~_,,)(L\ ,..; -;:' -:;,-'d ( "'" ~'-' ~::,.() OP1 -\ ~ ~ -' ,. ,"" IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA THE LEGACY BANK, successor by merger to FIRST NATIONAL BANK, CIVIL DIVISION Plaintiff, NO,: ~ -"-lito-... GOIL ~~ vs. COTTON TRADERS, INC" CHRISTOPHER R. SILVA and AMYL. SILVA, NOTICE UNDER RULE 2958.1 OF JUDGMENT AND EXECUTION THEREON Notice of Defendant's Rights To: Christopher R. Silva 257 North 24th Street Camp Hill, A 17011 A judgment in the amount of$161,502.46 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. 10 ..... " 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 32 S. Bedford Street Carlisle, PA 17013 Phone (717) 249-3166 (800) 990-9108 Respectfully Submitted: By: Sco t A, letterick, Esquire Attorney I.D,#55650 P.O. Box 650 Hershey, P A 17033 (717) 533-3280 11 o <;:; -o~ Glrl 7< .~) , 7~ \ (/} - r:: ~"- '?;-, I,.~ :f=.:Ci >'C ."/ ~ ...... ,...., = "" er- r;: en N N '" -0 ~ ~ :1,-<} "F: :9, lEi ~~~.) t.J :t:+; t)-- ,>,,0 /5\Tl ~ .",. ~ <.f? 0;:- -l - .. . IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA THE LEGACY BANK, successor by merger to FIRST NATIONAL BANK, CIVIL DIVISION Plaintiff, NO,: D~-#Pi>~ Cif..)lL~~ vs. COTTON TRADERS, INC., CHRISTOPHER R. SILVA and AMY L. SIL VA, NOTICE UNDER RULE 2958.1 OF JUDGMENT AND EXECUTION THEREON Notice of Defendant's Rights To: Cotton Traders, Inc, 257 North 24th Street Camp Hill, A 170 II A judgment in the amount of $161 ,502.46 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. 8 ., , 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 32 S. Bedford Street Carlisle, PA 17013 Phone (717) 249-3166 (800) 990-9108 Respectfully ubmitted: By: Sco A. D tterick, Esquire Attorney l.D,#55650 P,O. Box 650 Hershey, P A 17033 (717) 533-3280 9 \ \ \ \ \ \ , - . o ~ -01"--' rn"?: --7"-: """.'- t);,:,: r~::- t '" . ,\~::;, ,--~ ~:(~ 5>C!' -2 ::2. ,..., = = "'" :1"- c:: GO N N .." ::J:: '-:? ,f:"' -J ~ ~...., P'r=:' -om ~~~O !~(:) -r' -r, -'e:-~n ~-~c'~ ~:::; {'II ~ ~ ::< .. Ronald L. Finck, Esquire METTE, EVANS & WOODSIDE 3401 North Front Street P.O. Box 5950 Harrisburg, PA 17110-0959 (717) 232-5000 rlfinck@mette.com THE LEGACY BANK, successor by merger to FIRST NATIONAL BANK, Plaintiff IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA v. No. 06-4882 Civil Term COTTON TRADERS, INC., CHRISTOPHER R. SILVA and AMY L. SILVA, Defendants ENTRY OF APPEARANCE TO THE PROTHONOTARY: PLEASE enter the appearance of Ronald L. Finck, Esquire and the law firm of METTE, EVANS & WOODSIDE on behalf of Defendants, Cotton Traders, Inc., Christopher R. Silva and Amy L. Silva, in the above-referenced matter. Respectfully submitted, METTE, EVANS & WOODSIDE By: ~~.~~ Ronald L. Finck, Esquire Sup. Ct. LD. #89985 3401 North Front Street P.O. Box 5950 Harrisburg, P A 17110-0950 Attorney for Defendants Cotton Traders, Inc., Christopher R. Silva and Amy Silva DATE: January 12,2007 r CERTIFICATE OF SERVICE I certify that I am this day serving a copy of the foregoing document upon the person(s) and in the manner indicated below, which service satisfies the requirements of the Pennsylvania Rules of Civil Procedure, by depositing a copy of same in the United States Mail at Harrisburg, Pennsylvania, with first-class postage, prepaid, as follows: Scott A. Dietterick, Esquire James, Smith, Dietterick & Connelly, LLP P. O. Box 650 Hershey, P A 17033-0650 METTE, EVANS & WOODSIDE By: ~ ~. 1'~ Ronald L. Finck, Esquire Sup. Ct. J.D. #89985 3401 North Front Street P.O. Box 5950 Harrisburg, P A 1711 0-0950 Attorney for Defendants Cotton Traders, Inc., Christopher R. Silva and Amy L. Silva DATE: January 12,2007 462963vl o ~.;. .: ~ ~ -.... <-- :r;:..:l1' :;.a:: - CJ' o -11 ...-\ ~-;D .--, \("\\ ~,:~) ~S\ :;:; l:1 tyll ....--\ -";7 ?l. -.:J ~ tP. o c:>