J. L. WOLGIN
250 South 18th Street
Unit 102
PHILADELPHIA, PENNSYLVANIA 19103
PROMISSORY NOTE
$2,000,000.00 Dated: June 28, 1991
FOR VALUE RECEIVED, after date, without grace, in the
manner, on the dates and in the amounts herein stipulated, the
undersigned, C.B.G. LIMITED, a Pennsylvania limited partnership
("Maker"), having its principal business office at c/o Valley of
Lakes, P.O. Box 2039, Hazleton, Pennsylvania 18201, promises to
pay to the order of J. L. WOLGIN, an individual with an address at
250 South 18th Street, Unit 102, Philadelphia, Pennsylvania 19103
( "Payee") , at his office at 250 South 18th Street, Unit 102,
Philadelphia, Pennsylvania 19103 (or at such other place as Payee
may designate from time time), the principal sum of TWO MILLION
DOLLARS ($2,000,000.00), or so much thereof as may be advanced and
outstanding from time to time, in lawful money of the United
States of America, which shall be legal tender in payment of all
debts and dues, public and private, at the time of payment,
together with interest on the amount thereof so advanced from the
date or dates such sum is advanced, until paid. Interest charges
will be calculated on the actual number of days said principal is
outstanding on the basis of a 360-day year.
This Note shall be due and payable as follows, to-wit:
(a) Subject to the provisions of paragraphs(b) and (c)
hereinbelow, interest shall be payable monthly on the outstanding
principal balance of this Note in the amount of Thirty Thousand
Dollars ($30,000) per month commencing August 1, 1991 and continu-
ing on the first day of each calendar month thereafter.
(b) In the event that at any time during the term of
this Note portions of the Mortgaged Property (as hereinafter
defined) comprising individual building lots shall be sold and
shall be released from the lien of the Mortgage (as hereinafter
defined), then a portion of the gross sales price of each such
building lot equal to twenty percent (20%) of the gross sales
price of such lot shall be paid to Payee at settlement of the sale
of such lot. Such amounts shall be applied first toward payment
of accrued and unpaid interest on the Note for such calendar
month, and then toward repayment of the outstanding principal
balance of this Note.
(c) Regardless of whether there shall occur any sales
of building lots comprising the Mortgaged Property (as hereinafter
defined) during any calendar month of the term of this Note, Maker
agrees that in no event shall Maker make principal repayments in
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an amount less then Ten Thousand Dollars ($10,000) during any such
calendar month toward a reduction of the outstanding principal
balance of this Note.
(d) The foregoing provisions of subparagraphs (b) and
(c) hereinabove to the contrary notwithstanding, the amount of any
monthly principal payments due by Maker to Payee hereunder shall
be reduced by an amount equal to the amount of interest which
would accrue during such month on the monies withheld in the
Reserve (as hereinafter defined) during such month at an interest
rate of eight percent (8%) per annum.
(e) The entire unpaid principal balance of this Note
(or so much thereof as has been advanced and outstanding),
together with all accrued but unpaid interest thereon, and all
other sums due and payable hereunder or under the Mortgage (as
hereinafter defined) and the Loan Documents (as hereinafter
defined) shall be due and payable in full on June 27, 1992.
Maker shall have the option to prepay, in whole or in
part, the principal sum hereof without any premium, penalty or
fee. Any prepayment must include all interest to the date of pre-
payment. No partial prepayment of the principal sum hereof shall
relieve Maker of the obligation to pay periodic installments of
interest as and when such installments would otherwise fall due,
or of any other obligations hereunder. Any partial principal pre-
payment shall be applied in the inverse order in which due.
Of the face amount of this Note the sum of One Million
Three Hundred Thousand Dollars ($1,300,000) shall be disbursed on
the date hereof for the purpose of repaying a portion of Maker's
indebtedness to First Eastern Bank, N.A. ("First Eastern") and for
the purpose of meeting certain obligations of Maker. The remain-
ing portion of the face amount of this Note, in the amount of
Seven Hundred Thousand Dollars ($700,000) shall be withheld by
Payee from disbursement hereunder (such amount being referred to
as the "Reserve"). The monies withheld in the Reserve shall be
disbursed by Payee to or for the benefit of Maker periodically
during the term of this Note for the purpose of funding costs in
connection with the bona-fide refinancing of this Note and Maker's
obligations to First Eastern, which bona-fide refinancing shall be
approved by Payee in its reasonable judgment. Payee shall dis-
burse amounts from the Reserve for the aforementioned purpose upon
written request of Maker in form and content acceptable to Payee.
In addition to all rights, interests and remedies pro-
vided for elsewhere in this Note, payment of this Note is secured,
inter alia, by the following:
(i) That certain Open-End Mortgage and Security
Agreement (the "Mortgage") of even date herewith by and
between Maker, as mortgagor, and Payee, as mortgagee,
intended to be recorded forthwith in the Offices of the
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Recorder of Deeds in and for Schuylkill County, Pennsyl-
vania, and Luzerne County, Pennsylvania, encumbering
certain real property originally containing approxi-
mately 3891 acres of land, more or less, (less acreage
previously sold to third parties) together with all
buildings, structures and other improvements now or
hereafter constructed thereon, located and situated par-
tially in Schuylkill County, Pennsylvania and partially
in Luzerne County, Pennsylvania, as more particularly
described in the Mortgage (the "Mortgaged Property").
The Mortgage shall constitute a first lien on and secu-
rity interest in the Mortgaged Property, and the Mort-
gaged Property shall not be subject to any other lien or
encumbrance other than those certain mortgages granted
by Maker, as mortgagor, in favor of First Eastern, as
mortgagee, which mortgages have been subordinated in
right, title, interest, lien, payment, priority, distri-
bution, time and all other respects to the lien of this
Mortgage (collectively the "Existing Mortgages"), each
of which Existing Mortgages is more particularly listed
on Exhibit A attached hereto and made a part hereof;
(ii) That certain Assignment of Rents and Leases
(the "Assignment of Rents and Leases") by and between
Maker, as Assignor, and Payee, as Assignee, intended to
be recorded forthwith in the Offices of the Recorder of
Deeds in and for Schuylkill County, Pennsylvania and
Luzerne County, Pennsylvania;
(iii) That certain Assignment of Plans and Speci-
fications, Contractst Utilities, Licenses, Permits and
Approvals and Agreements of Sale (the "Assignment of
Plans") by and between Maker, as Assignor, and Payee,
as Assignee; and
(iv) Those certain Pledge of Stock Agreements, one
executed and delivered by Maker, as Pledgor, and the
other executed and delivered by Eagle Rock Lodge, Ltd.,
as Pledgor, each in favor of Payee, as Pledgee, pursuant
to which Maker and Eagle Rock Lodge, Ltd. have col-
lectively pledged to Payee and granted to Payee a secu-
rity interest in all of the stock in all of the Guaran-
tors (as hereinafter defined) other than Valley
Utilities Company, Inc. and the Oneida Water Company
(the "Stock Pledges").
(v) That certain Guaranty and Surety Agreement of
even date herewith executed by Valley Utilities Company,
Inc., The Oneida Water Company, Eagle Rock Ski Area,
Inc., Eagle Rock Lodge, Ltd,, Chez-Rael, Inc., Trachele,
Inc,, Eagle Rock Golf Club, Ltd,, Eagle Rock Realty
Corp., Eagle Rock Builders Corp,, VLCC, Ltd. and Ravens
Run Equestrian Center, Inc., each Pennsylvania corpora-
tions which are wholly owned subsidiaries of Maker and
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each of which is organized to supply services to Maker
(it being understood, however, that certain of such
entities are currently inactive) and will derive finan-
cial benefit from the loan evidenced by this Note (col-
lectively, the "Guarantors"), as guarantors, in favor of
Payee.
The above collateral security and all other property of
Maker now or hereafter in Payee's possession shall secure the pay-
ment of the principal of and interest on, and all other obliga-
tions of the undersigned to Payee under this Note and any rene-
wals, extensions and modifications thereof, and all other past or
future liabilities and obligations of Maker to Payee whether sole,
joint or several, primary or secondary. As further security for
payment of this Note, Maker grants to Payee (or other holder here-
of) a lien on, a security interest in, and a contractual right of
setoff in and to, all money and property of Maker now or at any
time hereafter coming within the custody or control of Payee (or
other holder hereof), including certificates of deposit and other
accounts, whether such certificates or accounts have matured or
not and whether the exercise of such right of setoff results in
loss of interest or other penalty under the terms of the certifi-
cate or account agreement. It is further agreed that Payee (or
other holder hereof) shall have, as further security for the pay-
ment hereof, a lien on, a security interest in and a contractual
right of setoff on all deposits and other sums at any time cred-
ited by or due from Payee to Maker, and Payee may at any time,
upon the occurrence of an Event of Default and without notice or
liability, appropriate and apply any or all such balances or other
property of Maker in Payee's possession toward the payment of this
Note and of any and all obligations of Maker to Payee, in any man-
ner and in any order of preference as Payee, in its sole and abso-
lute discretion, determines. The failure to list hereinabove any
additional security for payment of this Note shall in no way
affect, diminish, limit or waive any of Payee's rights, interests
or remedies hereunder or under any other agreement or with respect
to any other security now or hereafter pledged or given to Payee.
All of the agreements, conditions, covenants, terms,
provisions and stipulations contained in any mortgage (including
the Mortgage) and in any other agreements and security documents
(including, but not limited to, the Assignment of Rents and
Leases, the Assignment of Plans, the Collateral Assignment, the
Stock Pledge Agreement, any guarantees and financing statements,
if any), all of even date herewith, unless another date is set
forth therein (the Mortgage, the Assignment of Rents and Leases
and the Assignment of Plans, and all such other agreements and
security documents are hereinafter collectively referred to as the
"Loan Documents") which are to be kept and performed by Maker or
any endorser, surety or guarantor, are hereby made a part of this
Note to the same extent and with the same force and effect as if
they were fully set forth herein, and Maker covenants and agrees
to keep and perform them, or cause them to be kept and performed,
strictly in accordance with their terms.
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The following shall constitute Events of Default (herein
so called) hereunder:
(i) Failure of Maker, or any endorser, surety, guaran-
tor or any other party to the Loan Documents to pay any install-
ment of principal or interest, or any other sum, on the date when
it is due under this Note or under any of the Loan Documents.
(ii) Non-performance of or non-compliance by Maker, or
any endorser, surety, guarantor or any other party to the Loan
Documents with any of the agreements, terms, conditions, cove-
nants, provisions or stipulations contained in this Note or any of
the Loan Documents, and such non-performance or non-compliance
continues beyond fifteen (15) days after receipt by Maker of
notice from Payee of such non-performance or non-compliance.
(iii) Any assignment for the benefit of creditors made
by Maker, or any endorser, surety, guarantor or any other party
to the Loan Documents.
(iv) Appointment of a receiver, liquidator or trustee
for Maker, or any endorser, surety, guarantor or any other party
to the Loan Documents or for any of the property of Maker, or of
any endorser, surety, guarantor or any other party to the Loan
Documents and such appointment is not dismissed within forty-five
(45) days after such appointment; insolvency of Maker, or any
endorser, surety, guarantor or any other party to the Loan Docu-
ments or the adjudication of Maker or any endorser, surety, guar-
antor or any other party to the Loan Documents, as a bankrupt; or
the filing of any petition for the bankruptcy, reorganization or
arrangement of Maker, or any endorser, surety, guarantor or any
other party to the Loan Documents pursuant to the United States
Bankruptcy Code or any similar federal or state statute.
(v) Any merger, consolidation or dissolution of Maker
or any endorser, surety, guarantor or any other party to the Loan
Documents, if Maker or any endorser, surety, guarantor or any
other party to the Loan Documents is a corporation or a partner-
ship.
(vi) The entry of judgment, issuance of attachment or
garnishment or filing of a lien against Maker, or any endorser,
surety, guarantor or any other party to the Loan Documents in
excess of $10,000 in the aggregate, unless such judgment, issu-
ance, attachment, garnishment or lien is paid, or enforcement
thereof is stayed or appealed within thirty (30) days from the
entry, issuance, attachment or filing thereof, and such judgment,
issuance, attachment, garnishment or lien is not determined
adversely to Maker or any such endorser, surety, guarantor or such
other party.
(vii) The receipt by Payee of any notice of discontinu-
ance by any surety or guarantor.
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(viii) The death of Maker, or any endorser, surety,
guarantor or any other party to the Loan Documents, if Maker or
any such endorser, surety or guarantor is an individual.
(ix) The transfer, encumbrance or assignment of any
legal, beneficial or equitable interest in Maker (including, with-
out limitation, the transfer of any of the shares of any class of
stock of Maker, if Maker is a corporation) or any endorser,
surety, guarantor or any other party to the Loan Documents, if
Maker or any endorser, surety, guarantor or any other party to the
Loan Documents is a corporation, partnership, joint venture, trust
or unincorporated association; provided, however, that the fore-
going provisions of this subparagraph (x) shall not preclude the
infusion of capital by equity investors in Maker or any endorser,
surety, guarantor or other' party, and any reallocation of owner-
ship interests therein so long as Payee shall have delivered its
approval thereof in its reasonable judgment.
(x) The failure of Maker to generally pay Maker's debts
as they become due,
(xi) Default by Maker under any of the Existing Mort-
gages or in payment of any other indebtedness of any nature what-
soever, and out of whatever transactions arising, now owing or
which may hereafter become owing by Maker to Payee, whether such
indebtedness is evidenced by note, overdraft, open account,
endorsement, surety agreement, guaranty or otherwise, or default
by Maker under any instrument, document, writing or agreement now
or hereafter evidencing, securing or pertaining to such indebted-
ness which has been declared to be in default and enforcement
action commenced by creditor other than payee.
If any installment of principal and/or interest or any
other payment is not paid within five (5) days from the date due,
the amount thereof shall thereafter bear interest at a rate which
shall be two percent (2%) per annum higher than the rate specified
hereinabove until paid. In addition, if any installment of prin-
cipal and/or interest or any other payment is not paid on the date
on which payment is due, a late charge shall be immediately due
and payable, equal to five percent (5%) of the total amount of the
delinquent payment.
Upon the occurrence of any Event of Default hereunder,
then Payee, at its option, and without notice to Maker, may
declare immediately due and payable the entire unpaid principal
balance of this Note, together with all accrued but unpaid inter-
est thereon at the rate specified hereinabove to the date of
default and thereafter at a rate which shall be two percent (2%)
per annum higher than the rate specified hereinabove, together
with all other sums due by Maker hereunder or under the Loan Docu-
ments, anything herein or in the Loan Documents to the contrary
notwithstanding; and payment thereof may be enforced and recovered
in whole or in part at any time by one or more of the remedies
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provided to Payee in this Note, in the Loan Documents at law or in
equity. In such case Payee may also recover all costs of suit and
other expenses in connection therewith, together with reasonable
attorney's fees and interest on any judgment obtained by Payee at
a rate which shall be two percent (2%) per annum higher than the
rate hereinabove specified, including but not limited to, interest
at that rate from and after the date of any sheriff's or trustee's
sale until actual payment is made to Payee of the full amount due
Payee.
Each Maker and endorser, jointly and severally, hereby
irrevocably authorizes and empowers the Prothonotary, Clerk of
Court, or any attorney of any court of record in the Commonwealth
of Pennsylvania, or elsewhere, to immediately or hereafter appear
at any time for each undersigned Maker and endorser upon the
occurrence of an Event of Default and with or without demand here-
under, to waive the issuance and service of process and therein to
confess or enter judgment against any Maker and endorser for the
entire unpaid principal balance of this Note and all other sums
paid by Payee to or on behalf of any Maker and endorser pursuant
to the terms of this Note or the Loan Documents, and all arrear-
ages of interest thereon, together with costs of suit, and other
expenses in connection therewith, together with reasonable attor-
ney's fees.
The authority granted herein to confess judgment shall
not be exhausted by any exercise thereof but shall continue from
time to time and at all times until payment in full of all the
amounts due hereunder. The remedies of Payee as provided herein,
or in the Loan Documents, shall be cumulative and concurrent, and
may be pursued singularly, successively, or together at the sole
discretion of Payee, and may be exercised as often as occasion
therefor shall occur; and the failure to exercise any such right
or remedy shall in no event be construed as a waiver or release
thereof.
Each Maker and endorser, jointly and severally, hereby
waives and releases all errors, defects and Imperfections in any
proceedings instituted by Payee under the terms of this Note or
the Loan Documents, as well as all benefit that might accrue to
each Maker and endorser by virtue of any present or future laws
exempting any property, real or personal, securing this Note or
the Loan Documents, or any part of the proceeds arising from any
sale of any such property, from attachment, levy, or sale under
execution, or providing for any stay of execution, homestead
exemption, exemption from civil process, or extension of time for
payment; and each Maker and endorser, jointly and severally,
agrees that any real or personal property that may be levied upon
pursuant to a judgment obtained by virtue hereof, in any writ of
execution issued thereon, may be sold upon any such writ in whole
or in part in any order desired by Payee. Each Maker and endorser
hereby consents to immediate execution of any judgment, Except as
provided above, each Maker and endorser hereby jointly and sever-
ally, waives presentment for payment, demand, notice of demand,
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notice of nonpayment or dishonor, protest and notice of protest of
this Note, notice of intention to accelerate maturity, notice of
acceleration and all other notices in connection with the deliv-
ery, acceptance, performancet default or enforcement of the pay-
ment of this Note, and they agree that the liability of each of
them shall be joint and several and unconditional, without regard
to the liability of any other party, and shall not be affected in
any manner by any indulgence, extension of time, renewal, waiver
or modification granted or consented to by Payee. Each Maker and
endorser hereby consents to any and all extensions of time,
renewals, waivers, or modifications that may bo granted by Payee
with respect to the payment or other provisions of this Note, and
to the release of the collateral or any part thereof, with or
without substitution, and agree that additional makers, endorsers,
sureties or guarantors may.become bound by the terms of this Note
without notice to them or affecting their liability hereunder.
Each Maker and endorser hereby consents to the jurisdic-
tion of any state or federal court within the Commonwealth of
Pennsylvania having jurisdiction over the Counties of Schuylkill,
Luzerne or Philadelphia for all purposes in connection with any
action or proceeding commenced between the parties hereto, the
subject matter of which relates to any controversy or claim aris-
ing out of, under or relating to this Note, the Loan Documents or
the breach thereof, and further consents that any process or
notice in connection therewith may be served by certified mail,
return receipt requested, or personal service, within or without
the Commonwealth of Pennsylvania, provid6d a reasonable time for
appearance is allowed; and that such service upon any Maker or
endorser shall constitute service upon all of them, each hereby
appointing the other their attorney-in-fact for the purpose of
acceptance of such service.
Payee shall not be deemed, by any act of omission or
commission, to have waived any of its rights or remedies hereunder
unless such waiver is in writing and signed by Payee, and then
only to the extent specifically set forth in such writing. A
waiver by Payee with respect to one event shall not be construed
as continuing or as a bar to or waiver of any right or remedy with
respect to a subsequent event.
In the event the total liability for payments of inter-
est, or in the nature of interest, is found to exceed the limits
under the applicable usury law including the choice of law rules,
Payee, at its option, without notice to Maker, may declare immedi-
ately due and payable the entire unpaid balance of principal with
accrued interest thereon and all other sums due hereunder or under
the Loan Documents, or may reduce the payments of interest, or in
the nature of interest, to an amount so as not to exceed the usury
limits. In the event of the acceleration of this Note, the total
charges for interest and in the nature of interest shall not
exceed the maximum amount allowed by law, and any excess portion
of such charges that may have been prepaid shall be refunded to
the Maker hereof, Such refund may be made by application of the
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amount involved against the sums due hereunder, but such crediting
shall not cure or waive the default occasioning acceleration.
Any check, draft, money order or other instrument given
in payment of all or any portion of this Note may be accepted by
Payee (or any other holder hereof) and handled in collection in
the customary manner, but the same shall not constitute payment
hereunder or diminish any rights of Payee (or any other holder
hereof), except to the extend actual cash proceeds of such instru-
ments are unconditionally received by Payee (or other holder
hereof) and applied to the indebtedness as herein provided.
In the event that any one or more of the provisions con-
tained in this Note or in the Loan Documents shall for any reason
be held to be invalid, illegal or unenforceable in any respect,
such invalidity, illegality or unenforceability shall not affect
any other provision of this Note or the Loan Documents, but this
Note and the Loan Documents shall be construed as if such invalid,
illegal or unenforceable provision had never been contained herein
or therein, and Payee may, at its option, and without notice to
Maker, declare immediately due and payable the entire unpaid bal-
ance of principal with accrued interest thereon and all other sums
due hereunder or under the Loan Documents.
The provisions of this Note may be changed only by a
written agreement signed by Maker and Payee.
This instrument shall be governed by and construed
according to the laws of the Commonwealth of Pennsylvania, to the
extent not preempted by federal law.
Whenever used herein, the singular number shall include
the plural, the plural the singular, the use of any gender shall
be applicable to all genders, and the words "Payee", "Maker",
"endorser", "surety" or "guarantor" shall be deemed to include
their respective heirs, personal representatives, successors and
assigns. The term "Payee" shall be deemed to include the Payee
specifically named herein as "Payee" or any subsequent holder or
assignee of this Note. The term "person" shall mean and include
individual, corporation, partnership, trust or unincorporated
association.
If Maker be more than one (1) person, all agreements,
condition, covenants, provisions, stipulations, authorizations,
powers of attorney, waivers, releases, options, undertakings,
rights and benefits made or given by Maker shall be joint and sev-
eral, and shall bind and effect all persons who are defined as
"Maker" as fully as though all of them were specifically named
herein whenever the word "Maker" is used.
MAKER AND PAYEE HEREBY WAIVE AND AGREE TO WAIVE THE
RIGHT, IF ANY, TO A JURY TRIAL IN CONNECTION WITH ANY ACTION, SUIT
OR OTHER PROCEEDING WITH RESPECT HERETO OR WITH RESPECT TO ANY
TRANSACTION RELATED HERETO.
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IN WITNESS WHEREOF, Maker, intending to be legally bound
hereby, has caused this Note to be executed, under seal, the day
and year first above written.
WITNESS: C.B.G. LIMITED, a Pennsyl-
vania limited partnership
BY:_______________________ (SEAL)
General Partner
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pg. 1
EXISTING MORTGAGES
SCHUYLKILL COUNTY
EXHIBIT "A"
1. Mortgage of C.B.G. Limited, A Pennsylvania Limited
Partnership, to First Eastern Bank, N.A. as contained
in Mortgage Book 37D, page 700, dated July 27, 1987,
and recorded August 3, 1987, in the amount of
$2,280,000.00.
2. Mortgage of C.B.G. Limited, A Pennsylvania Limited
Partnership, to First Eastern Bank, N.A. as contained
in Mortgage Book 38A, page 230, dated July 13, 1988,
and recorded July 13, 1988, in the amount of
$2,000,000.00
3. Mortgage of C.B.C. Limited, A Pennsylvania Limited
Partnership, to First Eastern Bank, N.A. as contained
in Mortgage Book 38A, page 284, dated July 13, 1988,
and recorded July 13, 1988, in the amount of
$5,000,000.00.
4. Mortgage,of C.B.G..Limited, A Pennsylvania Limited
Partnership, to First Eastern Bank, N.A. as contained
in Mortgage Book 39L, page 755, dated December 14,
1989, and recorded December 14, 1989, in the amount
of $1,900,000.00.
5. Amendment to Mortgage Book 38 A, page 284, to
Increase Revolving line of credit recorded in
Miscellaneous Book 276 page 852, line increased to
$8,500,000.00, dated March 2, 1989, and recorded
March 7, 1989.
6. Amendment to Mortgage Book 38 A, page 230, to
Increase Receivables recorded in Miscellaneous Book
267, page 857, line increased to $5,000,000.00; dated
March 2, 1989, and recorded March 7, 1989.
7. Amendment to Mortgage Book 38 A, page 264, to
Increase Revolving line of credit recorded in
Mortgage Book 39 C, page 721, line increased to
$11,500,000.00, dated August 18, 1989, recorded
August 22, 1989.
8. Amendment to Mortgage Book 38 A, page 230, to
Increase Receivables recorded in Mortgage Book 39 C,
page 725, line increased to $10,000,000.00 dated
August 18, 1989, and recorded August 22, 1989.
pg. 2
EXISTING MORTGAGES (Continued)
SCHUYLKILL COUNTY
9. Mortgage of C.B.G. Limited, A Pennsylvania Limited
Partnership, to First Eastern Bank, N.A. as contained
in Mortgage Book 39X, page 944, dated February 26,
1990, and recorded May 30, 1990, in the amount of
$500,000.00.
10. Mortgage of C.B.G. Lirnited, A Pennsylvania Limited
Partnership, to First Eastern Bank, N.A. as contained
in Mortgage Book 39Z, page 304, dated June 13, 1990,
and recorded June 13, 1990, in the amount of
$3,000,000.00.
11. Mortgage of C.B.G. Limited, A Pennsylvania Limited
Partnership, To First Eastern Bank, N.A. dated
October 31, 1990, and recorded January 20, 1991, in
Mortgage Book 40 Q, page 502, i.n the amount of
$600,000.00.
12. Mortgage of C.B.G. Limited, A Pennsylvania Limited
Partnership, to First Eastern Bank, N.A. dated
December 31, 1990, and recorded January 28, 1991, in
Book 40Q, page 563,,in the amount of $550,000.00.
pg. 3
EXISTING MORTGAGES
LUZERNE, COUNTY
1. Mortgage of C.B.G. Limited, A Pennsylvania Limited
Partnership, to First Eastern Bank, N.A. as contained
in Mortgage Book 1484, page 999, dated July 27, 1987,
and recorded August 3, 1987, in the amount of
$2,280,000.00.
2. Mortgage of C.B.G. Limited, A Pennsylvania Limited
Partnership, to First Eastern Bank, N.A. as contained
in Mortgage Book 1531, page 809, dated July 13, 1988,
and recorded July 13, 1988, in the amount of
$2,000,000.00.
3. Mortgage of C.B.G. Limited, A Pennsylvania Limited
Partnership, to First Eastern Bank, N,A. as contained
in Mortgage Book 1531, page 294, dated July 13, 1988
and recorded July 13, 1988, in the amount of
$5,000,000.00.
4. Mortgage of C.B.G. Limited, A Pennsylvania Limited
Partnership to First Eastern Bank, N.A. as contained
in Mortgage Book 1610, page 735, dated December 13,
1989 and recorded December 14, 1989, in the amount of
$1,900,000.00.
5. Amendment to Mortgage Book 1531, page 294, to
increase Revolving Line of Credit, dated March 2,
1989 and recorded March 6, 1989, in.the Office of the
recorder of Deeds in and for Luzerne County, in
Mortgage Book 1564, page 661, increasing line to
$8,500,000.00;
6. Amendment to Mortgage Book 1531, page 809, to
increase Receivables, dated March 2, 1989, and
recorded March 6, 1989, in the Office of the Recorder
of Deeds in and for Luzerne County, in Mortgage Book
1564, page 547, line increased to $5,000,000.00;
7. Amendment to Mortgage Book 1531, page 294, to
increase Revolving Line of Credit, dated August 18,
1989, and recorded August 21, 1989, in the Office of
the Recorder of Deeds in and for Luzerne County, in
Mortgage Book 1591, page 772, line increased to
$11,500,000.00;
pg . 4
EXISTING MORTGAGES (Continued)
LUZERNE COUNTY
8. Amendment to Mortgage Book 1531, page 809, to
increase Receivables, dated Atigust 18, 1989, and
recorded August 21, 1989, in the Office of the
Recorder of Deeds in and for Luzerne County, in
Mortgage Book 1591, page 777, line increased to
$10,000,000.00;
9. Mortgage of C.B.G. Limited, A Pennsylvania Limited
Partnership to First Eastern Bank, N.A. as contained
in Mortgage Book 1633, page 479, dated February 26,
1990 and recorded May 24, 1990, in the amount of
$500,000.00.
10. Mortgage of C.B.G. Limited, A Pennsylvania Limited
Partnership, to First Eastern Bank, N.A. as contained
in Mortgage Book 1636, page 854, dated June 13, 1990,
and recorded June 13, 1990, in the amount of
$3,000,000.00.
11. Mortgage of C.B.G. Limited, A Pennsylvania Limited
Partnership, to First Eastern Bank, N.A. as contained
in Mortgage Book 1670, page 97, dated October 31,
1990, and recorded January 25, 1991, in the amount of
$600,000.00.
12. Mortgage of C.B.G. Limited, A Pennsylvania Limited
Partnership, to First Eastern Bank, N.A. as contained
in Mortgage Book 1670, page 36, dated December 31,
1990, and recorded January 25, 1991, in the amount of
$550,000.00.
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