FIRST EASTERN BANK. N.A., : IN THE COURT OF COMMON PLEAS
Assignee of J. L. WOLGIN, :
Plaintiff : OF LUZERNE COUNTY
VS : CIVIL ACTION - LAW
C.B.G. LIMITED, :
Defendant : NO. 2326 - L - 1991
: : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : :
WRIT OF EXECUTION (MORTGAGE FORECLOSURE)
COMMONWEALTH OF PENNSYLVANIA :
: SS
COUNTY OF LUZERNE :
To satisfy the judgment, interest and costs for the
Defendant in the above matter, you are directed to levy upon and
sell the following described property of the Defendant.
SEE ATTACHED EXHIBIT 'A".
Defendants' address is c/o Valley of the Lakes, P.O.
Box 2039, Hazleton, Luzerne County, Pennsylvania. The properties
being foreclosed upon have various Plate Numbers and Map Numbers
which are attached as Exhibit 'B".
Principal, Interest, Late - $1,676,612.50
Charges and Attorney's Fees
(per 11/24/92 Bankruptcy
Stipulation attached hereto)
Per diem Interest from 8/31/92 - $ 212,986.67
to 6/25/93 (per Bankruptcy
Stipulation attached hereto)
Less courier fees, travel - $ 18,927.00
expenses and workout consult
Costs (to be determined)
TOTAL 1,870,672.17
/s/
PROTHONOTARY OF LUZERNE COUNTY
DATE: 6/25/93 BY: /s/
DEPUTY
UNITED STATES BANKRUPTCY COURT
FOR THE MIDDLE DISTRICT OF PENNSYLVANIA
IN RE : BANKRUPTCY CASI NO..
CBG LIMITED : 5-92-00525
TRACHELE, INC. : 5-92-00615
EAGLE ROCK SKI AREA, INC. : 5-92-00616
VALLEY LMUTLES CO., INC. : 5-92-00617
RAVENS RUN EQUESTRIAN CENTER, INC. : 5-92-00618
THE ONEIDA WATER CO. :
CHEZ-RAEL, INC. : 5-92-00619
: 5-92-00620
DEBTORS-IN-POSSESSION :
:
AMENDED
STIPULATION
This Stipulation is made this /24/ day of November, 1992 by and between JACK L WOLGIN
("JLWI") and CBG LIMITED ("CBG"), TRACHELE, INC. ("T1"), EAGLE ROCK SKI AREA, INC. ("ER"), VALLEY
UTILITIES CO., INC. ("VU"), RAVENS RUN EQUESTRIAN CENTER, INC, ("RR"), THE ONEIDA WATER CO.
("OW"), and CHEZ-RAEL, INC, ("CZ") (collectively, "Debtor").
Recitals
A. CBG filed a voluntary Chapter 11 case on March 30,1992 ("Petition Date").
B. TI, ER, VU, RR, OW, and CZ, all of which are related entities to CBG, filed voluntary
Chapter 11 cases on April 1, 1992.
C. JLW is the first mortgagee of the Debtor, with a perfected secured claim, as of August 31,
1992, of $1,676,612.50, including late fees, costs, attorneys fees, and other authorized charges.
D. Interest on the JLW secured claim accrues at the rate of $712.33 per day.
E. Prior to the Petition Date, JLW confessed Judgment ("JLW Judgment") against the Debtor
in the amount of $1,400,333.00, in the Court of Common Pleas of Luzerne County ("County Court"), where
the matter is docketed as No. 2326L of 1991.
F. Debtor subsequently filed in County Court a certain petition to open ("Petition to Open")
the JLW Judgment, and that Petition to Open is still pending In the County Court ("JLW Litigation").
G. In connection with the JLW Litgation and in accordance with an order of the County
Court, Debtor posted cash security of $250,000.00 ("Security") with the Prothonotary of the County Court.
H. In accordance with an order of the Bankruptcy Court for the Middle District of
Pennsylvania ("Bankruptcy Court"), where the cases of the Debtor are filed, the Security was subsequently
transferred to an interest-bearing escrow account in the names of the attorneys for the Debtor, JLW, and
RCP Construction Co,, Inc. ("RCP")
I. The Debtor filed in Bankruptcy Court a complaint under section 506 of the Bankruptcy
Code ("Section 506 Motion"), in which the Debtor asserted that the Security was the property of the
Debtor's estate ("Security Litigation").
J. The Security Litigation is pending before the Bankruptcy Court.
K. The Debtor has also filed in Bankruptcy Court a motion ("Exclusivity Motion") to extend
the exclusivity period for the filing of the Debtor's plan of reorganizaton.
L. JLW tied an objection to the Exclusivity Motion.
M. The Exclusivity Motion, and JLW's objection to it, are pending before the Bankruptcy
Court.
N. The Debtor has also filed in Bankruptcy Court two motions ("Lott Sale Motions") to sell
certain real estate lots.
O. JLW Vied objections to the Lot Sale Motions.
P. The Lot Sale Motions, and JLW's objections to them, are pending In Bankruptcy Court.
Q. The Debtor and its second position mortgages, First Eastern Bank, N.A. ("FEB"), have
entered into a certain stipulation ("FEB Stipulation") which, Inter alia permits FEB to enforce its security
interests in Debtor's collateral on a date certain, i.e., May 22, 1993,
R. The FEB Stipulation has been approved by the Bankruptcy Court
S. JLW has filed a motion ("JLW Stay Relief Motion") under Section 362 of the Bankruptcy
Code, in which JLW also seeks, Inter alia, permission to enforce its security interests in the Debtor's
collateral.
T. The JLW Stay Relief Motion is pending in the Bankruptcy Court.
U. JLW has also prepared, but not filed, a certain plan of reorganizacon ("JLW Liquidating
Plan") which provides for the liquidation of the Debtor's assets.
V. The Debtor opposes the provisions of the JLW Llquidating Plan.
W. Both the Debtor and JLW desire to resolve the numerous legal disputes in which they are
engaged, in the interest, inter alia, of minimizing legal expenses, and clarifying the terms of the
relationship between them.
NOW, THEREFORE, in and for the covenants contained herein, It Is AGREED as follows:
1. The above recitals are incorporated herein and made a part hereof.
2. Debtor shall forthwith dismiss with prejudice the Petition to Open pending In County
Court
3. Debtor shall, and does hereby, acknowedge and agree that JLW holds a perfected first
position mortgage lien on certain of the Debtors real property, as well as security interest in certain of
the Debtors other property, and as set forth in those certain loan documents ("JLW Loan Doccuments")
executed by the Debtor in favor of JLW.
4. Debtor shall, and does hereby, acknowledge and agree that the amount owed by Debtor
to JLW under the JLW Loan Documents was $1,676,612.50 ("JLW Oebt") as of August 31, 992.
5. The JLW Debt is the same amount set forth on the JLW Proof of Claim, less only the
following sums: courier fees - $165.00; travel expenses - $1,262.00; and work-out consultant- $17,500.00.
6. JLW shall, and does hereby, waive any right that he may have to claim that the Debtor
is obligated to repay to JLW the aforesaid expenses for courier fees, travel expenses, and work-out
consultant.
7. Interest shall continue to accrue on the JLW Debt at the default rate of $712.33 per day
as established in the JLW Loan Documents.
8. Expenses authorized by the JLW Loan Documents, except expenses for travel, courier
fees, and work-out consultant, shall also continue to accrue to the JLW Debt.
9. Actual attorneys fees incurred by JLW shall also continue to accrue to the JLW Debt.
10. If the Bankruptcy Court determines that the Security is the property of either JLW or the
Debtor, the Debtor and JLW consent and agree that the Security shall forthwith be divided and paid as
follows: to JLW - $75,000 plus 30% of the interest accrued on the escrow account in which the Security
resides: to Debtor - $175,000 plus 70% of the interest accrued on the escrow account In which the
Security resides.
11. If the Bankruptcy Court determines that the Security is the property of an entity other than
JLW or the Debtor, the disposition of the Security shall not be governed by this Stipulation.
12. Similarly, if the Bankruptcy Court declines, for whatever reason, to issue an order which
determines the ownership of the Security, the disposition of the Security shall not be governed by this
Stipulation; except that if the Bankruptcy Court declines, for whatever reason, to determine the ownership
of the Security, then the stay that otherwise may have been imposed by section 362 against the County
Court's adjudication of the disposition of the Security shall be deemed to have been modified, and the
Debtor agrees, in that event that the County Court may proceed to adjudicate the disposition of the
Security without the necessity for a further order from the Bankruptcy Court.
13. The Debtor shall forthwith dismiss the Section 506 Motion with prejudice.
14. JLW shall forthwith dismiss with prejudice his objections to the Exclusivity Motion and
his objections to the Lot Sale Motions.
15. JLW shall not file a plan of reorganization for all or part of the Debtoes estate until after
May 22. 1993.
16. Forthwith upon closing of the sale for each of the two lots which are the subject of the
Lot Sale Motions, Debtor shall pay to JLW in cash the release prices specified in the JLW Loan
Documents, but JLW does not hereby waiver his right to object to any future lot sales.
17. JLW shall be entitled, on and after May 22, 1993, to the relief requested In the JLW Stay
18. Except as set forth herein, Debtor shall, and does hereby, release JLW, his agents,
representatives, attorneys, and accountants from any and all claims, causes, and causes of action,
whether personal or derivative, whether asserted or not, and whether or not deemed an asset of the
Debtor's estate.
19. Except as set forth herein, JLW shall, and does hereby, release Debtor, its agents,
representatives, attorneys, and accountants, from any and all claims, causes, and causes of action,
whether asserted or not.
20. Debtor shall forthwith move for the entry of an Order approving this Stipulation by the
Bankruptcy Court in accordance with the procedure specified in Bankruptcy Rule 4001(d), except that
Debtor shall make service of the motion, accompanied by a copy of this Stipulaton, upon each of its
creditors.
21. If this Stipulation is not approved by the Bankruptcy Court this Stipulation shall be of no
further force and effect and shall not be admissible into evidence except as to this Paragraph 21.
22. If this Stipulaton is approved by the Bankruptcy Court, the parties hereto agree that the
Order approving this Stipuladon shall be substantially In the form of the proposed Order annexed hereto
as Exhibit "D."
IN WITNESS WHEREOF, the parties have set their hands and seals the day above first written.
JACK L WOLGIN DEBTOR
BY: ROSENN, JENKINS & GREENWALD BY: HOEGEN & MARSH
15 South Franklin Street 25 North River Street
Wilkes-Barre, PA 18711 Wilkes-Barre, PA
(717) 826-5600 (717) 826-1810
BY: /s/ BY: /s/
ROBERT SPIELMAN, ESQUIRE PETER HOEGEN, ESQUIRE
Wilkes-Barre, Pennsylvania
Dated: 11-24-92
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