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HomeMy WebLinkAbout08-3361IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL DIVISION TORO CREDIT COMPANY, Plaintiff, No. 08 - 65& 1 0, iv t 1 TEtM VS. COMPLAINT IN CIVIL ACTION LUFF LAWN & GARDEN, INC. and JAMES A. STOUFFER, as Personal Guarantor, Defendants. FILED ON BEHALF OF: Plaintiff COUNSEL OF RECORD FOR THIS PARTY: NICHOLAS D. KRAWEC, ESQUIRE PA ID #38527 CHRISTOPHER M. BOBACK, ESQUIRE PA ID #91730 SHAWN P. MCCLURE, ESQUIRE PA ID #205951 Bernstein Law Firm, P.C. Firm #718 Suite 2200 Gulf Tower Pittsburgh, PA 15219 412-456-8100 BERNSTEIN FILE NO. C0068148 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL DIVISION TORO CREDIT COMPANY, Plaintiff, vs. Civil Action No. LUFF LAWN & GARDEN, INC. and JAMES A. STOUFFER, as Personal Guarantor, Defendants. NOTICE AND COMPLAINT NOTICE TO DEFEND You have been sued in Court. If you wish to defend against the claims set forth in the following pages, you must take action within twenty (20) days after this Complaint and Notice are served upon you, by entering a written appearance personally or by attorney and filing in writing with the Court your defenses or objections to the claims set forth against you. You are warned that if you fail to do so the case may proceed without you and a Judgment may be entered against you by the Court, without further notice, for any money claimed in the Complaint or for any other claim or relief requested by the Plaintiff. You may lose money or property or other rights important to you. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW. THIS OFFICE CAN PROVIDE YOU WITH INFORMATION ABOUT HIRING A LAWYER. IF YOU CANNOT AFFORD TO HIRE A LAWYER, THIS OFFICE MAY BE ABLE TO PROVIDE YOU WITH INFORMATION ABOUT AGENCIES THAT MAY OFFER LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE. Lawyer Referral Service PA Bar Association PO Box 186 Harrisburg, PA 17108 1-800-692-7375 COMPLAINT Plaintiff, Toro Credit Company, is a corporation having offices in Minneapolis, Minnesota. 2. Defendant, Luff Lawn & Garden, Inc., is a corporation formerly having its offices and place of business at 1590 State Street, Camp Hill, Cumberland County, Pennsylvania 17011. Defendant, James A. Stouffer, is an adult individual and an executive officer of Defendant Luff Lawn & Garden, Inc. having his last known address as 5213 Royal Drive, Mechanicsburg, Cumberland County, Pennsylvania 17055, and accordingly, pursuant to Pa.R.C.P. 424, service of this Complaint upon Defendant Luff Lawn & Garden Inc. may properly be effected by service of this Complaint upon Defendant James A. Stouffer. COUNT I - AGAINST DEFENDANT LUFF LAWN & GARDEN, INC. FOR BREACH OF CONTRACT 4. Plaintiff incorporates herein by reference thereto each and every of the preceding paragraphs of this Complaint as if the same were more fully set forth herein. 5. To induce the extension of credit, Defendant executed and delivered to Plaintiff an Inventory Financing and Security Agreement, a true and correct copy of which is attached hereto, marked Exhibit " 1 ", and made a part hereof. 6. On various dates, at the specific instance and request of the Defendant, Plaintiff sold and delivered to the Defendant various goods, wares, and merchandise at the times, in the amounts, and for the prices appearing on Plaintiff's invoices, referred to in Plaintiffs Statement of Account, a true and correct copy of which is attached hereto, marked Exhibit "2", and made a part hereof. 7. Plaintiff avers that Defendant received duplicates or copies of said invoices in the regular course of Plaintiff s business. 8. Defendant received and accepted the aforementioned goods, wares, and merchandise. 9. The prices charged by Plaintiff were the fair, reasonable, and market prices that prevailed at the times of the transactions. 10. The prices charged by Plaintiff were the prices that Defendant agreed to pay. 11. Plaintiff avers that the balance due amounts to $43,331.50, as is more specifically shown by Plaintiffs Statement of Account, a true and correct copy of which is attached hereto, marked Exhibit "2", and made a part hereof. 12. Plaintiff claims legal interest at the rate of six percent (6%) per annum as damages on the liquidated debt. 13. Plaintiff avers that legal interest at the aforesaid rate amounts to $2,127.13 to May 15, 2008. 14. Although repeatedly requested to do so by Plaintiff, Defendant has willfully failed and refused to pay the aforesaid balance, legal interest, or any part thereof to Plaintiff. WHEREFORE, Plaintiff demands Judgment against Defendant, Luff Lawn & Garden, Inc., in Count I of this Complaint in the amount of $45,458.63, with continuing legal interest thereon at the rate of .5% per month and costs. COUNT II - AGAINST DEFENDANT JAMES A. STOUFFER AS PERSONAL GUARANTOR 15. Plaintiff incorporates herein by reference thereto each and every of the preceding paragraphs of this Complaint as if the same were more fully set forth herein. 16. As a further inducement for the extension of credit to Luff Lawn & Garden, Inc., Defendant James A. Stouffer, executed and delivered to Plaintiff his personal guaranty of payment, a true and correct copy of which is attached hereto, marked Exhibit "1 ", and made a part hereof. 17. Plaintiff avers that all conditions precedent to the Defendant's duty of performance under said personal guaranty of payment have occurred. 18. Plaintiff has been damaged as aforesaid in Count I in the amount of $45,458.63. 19. Although repeatedly requested to do so by Plaintiff, Defendant has willfully failed and refused to pay the aforesaid balance, legal interest, attorneys' fees, or any part thereof to Plaintiff. WHEREFORE, Plaintiff demands Judgment against Defendant, James A. Stouffer, in Count II of this Complaint in the amount of $45,458.63 with continuing finance/late charges thereon at the rate of .5% per month and costs. Respectfully submitted, BERNSTEIN LAW FIRM, P.C. By: Christopher M. Boback, Esquire Attorney for Plaintiff PA I.D. #91730 Suite 2200 Gulf Tower Pittsburgh, PA 15219 412-456-8100 BERNSTEIN FILE NO. C0068148 INVENTORY FINANCING AND SECURITY AGREEMENT This Agreament relsies to Toro Credit Company ("Toro Credit') financing the acquisition of inventory by the undersigned ( "Dealer") from The Toro Company or from distributors of products of The Toro Company (as used herein individually or collectively "Seller"). Doder and Toro Credit agree as follows: 1. Auction of Goods by DJealer. Toro Credit may rely upon a request by Deafer, or by a Seller, to finance the acquisition of goods by Dealer. Toro Credit, in its sole discretion. may decide whether to grant the request. If any invoice of a Sella that lists goods shipped, or to be dripped, to Dale indicates Toro Credit is to finance the acquisition of the goods, or does not so iodic?te but a copy is delivered to Toro Credit, then in either case the some shall be conclusive evidence that Toro Credit financed the acquisition of such goods ad that the unpaid balance of the price of the goods as reflected by the invoice is the original amount of Dealer's obligation to Toro Credit on account of such goods. Toro Credit n authorized to pay the Seller the unpaid balance of the price of such goods as reflected by the invoice. 2. Reptymmt. Dealer agrees to repay Toro Credit the original amount of Dealer's obligation with respect to any item of goods, together with any service charges applicable to such obligation, according to the teams of Toro's published payment programs applicable to such goods as commarocated to Deder from time to time, unless alternate tams are specified in a Seller's invoice or other writing evidencing Duder's obligation, or at the time Dealer sells such item of goods, whichever occurs sooner. Payments shall be made at such place as Toro Credit shall from time to time designate. Dealer agrees Toro Credit sway apply all amounts received from Duda in accordance with Toro Credit's repayment policies. Subject to any written agreement to the contrary between Dealer or a Seller and Toro Credit, Dealer also agrees that for purposes of determining the amount of servkc charges applicable to Dealer's obligations hereunder, service charges shall be deemed to have accrued from the date of each invoice on an annualized bas's. 3. Security Interest. To warn payment and performance of any and 4 of Dealer's indebtedness. liabilities and obligations to Toro Credit, or any other indebtedness, liabilities. and obligations of Dealer or any endorser, guarantor or surety (collectively "Guarantors" or P. "Guarantor") of any of Dealer's obligations to Tom Credit at any time given to or wApired by Toro Credit, whether now existing or heresi'ter arising, whether under this Agreement or otherwise (the "Obligations"), Dealer herby grants to Toro Credit a security interest in the following property (the "Collateral'): All Deala's inventory of products manufactured by, for or on behalf of The Toro Company, or distributed or sold by The Toro C q any or distributors of products of The Toro Company, to the alai financed by Toro Credit, including all returns, repossessions, sad all warebosae receipts, bills of lading and other documents of title covering such inventory, whether now owned or hereafter acquired; and all products and proceeds of the foregoing property, including without limitation all accounts, instruments, chattel paper, other rights to payment, money, insurance proceeds and general im wgibles related to the foregoing property, and all refunds of insurance premiums due or to become due under all umusuce policies covering the foregoing property. Said security interest in any item of inventory shall be deemed a purchase money security interest to the extent the w4momou of such inventory is financed by Toro Credit in accordance with the provision of this Agreement. Defier will sign all financing statements and other paupers deemed by Toro Credit to be necessary or appropriate to evidence or perfect the security interest granted to Toro Credit in the Collateral. A carbon, photographic or other reproduction of this Agreement or a financing statement is sufficient as a financing statement. 4. Warudes and Covenants. Dealer warrants and agrees that: (a) Dealer, if other than an individual, is the form of business entity indicated on the signatme page of this Agreement and the social security number or federal tax identification number and the address of the Derma's chief executive office am as shown on the signature page of this Agreement. Dealer shall give Toro Credit prior written notice of any change in such address or Dealer's now. Dealer has authority to execute and perform this Agreement. (b) All Collateral financed by Toro Credit for Dealer is, and will be maintained, free and claw of all liens (including tax lies), security interests, claims and demands of other persons except the security interest granted hereanda. (c) Other than inventory in transit, Collateral will be kept at Dealer's place(s) of business at the address(es) set forth on Exhibit A attached hereto, and Dealer will not, except for the sale or demonstration of goods in the ordinary course of Dealer's business at times when De err is not in default hareoadw, remove the Collateral or Dealer's records from such location(s), or otherwise dispose of the Collateral, or any interest therein. without the prior written consent of Toro Credit. Toro Credit shall have the right to inspect the Collateral at any and all times as Toro Credit may deem appropriate with or without prior notice. (d) Dealer shall (i) keep all tangible Collstesl in good condition and repair, normal wear and tear and depreciation excepted; (ii) prcanpRly notify Toro Credit of any loss of or material damage to any Collateral (iii) not permit any Collateral to be used or kept for any unlawful purpose or in violation of nay federal, state or local law, a EXHIBIT l (e) Dealer will hold the Collateral at Dealer's risk. Dealer will insure the Collateral at all times for its full insurable value against risk of fire and extended coverage, theft, vandalism and malicious mischief and against such other risks and in such form and with such companies as " be satisfactory to Toro Credit and shall deliver such copies of or certificates of such policies to Toro Credit as Toro Credit may request. The inswaam policies abail provide that loss payable thereunder shall be payable to Toro Credit and Dealer as their interests may appear, and all such policies or certificates thereof shall be subject to cancellation or modification only upon 30 days prior written notice to Toro Credit from the insurer. All amounts received by Toro Credit as insurance proceeds may be applied to the Obligations or returned to Dealer as Toro Credit solely at its discretion may determine. Toro Credit is authorized, but not required, to act as attorney-in-fact for Dealer in adjusting and settling any insurance claim under any such policy and in endorsing any checks or draft drawn by insurers in payment of such chums. Dealer shalt promptly remit to Toro Credit in the form received, with all necessary endorsements, all proceeds of such insurance which Dealer may receive. If Dealer fails to obtain and maintain the insurance required hereby, Toro Credit may, but shall, not be obligated to. procure such insurance and the cost thereof shall be a part of the Obligations and shall be payable by Dealer on demand. (f) Dealer will promptly file all tax returns required by law and pay promptly when due all taxes, license fees, amts, and other governmental charges upon the Collateral or upon the sale thereof, and all charges and expenses including rent, processing, warehousing and shipping charges relating to the Collateral. (g) Dealer shall keep full and accurate records of its business operstum, including records relating to all Collateral, at Dealer's place(s) of business, which shall be submitted to or made available, upon request, to Toro Credit or its agents to examine and mopect. Dealer shall furmsh to Toro Credit such fnancial starteuaents and such additional information regarding the Collateral and Dealer's business and financial condition as Toro Credit may from time to time request. Dealer shall immediately notify Toro Credit of any material adverse change in Dealer's prospects, business, operations or edition (financial or otherwise) or in the Collateral. (h) Toro Credit may, at its option, perform any obligation of Dealer hereunder which Dealer shall have failed to perform when due or take any other action Toro Credit degas necessary to preserve, maintain or insure the Collateral. or its interest therein. All expenses so incurred by Tom Credit shall be additional Obligations of Dealer payable to Torn Credit on demand. (i) Dealer agrees not to assert against Toro Credit any defense, counterclaim. set off, cross complaint or any claim which Dealer now has or acquires against a Seller whether relating to product warranties, express or implied, or otherwise. (l) Dealer agrou to furnish to Toro Credit such consents of landlords or mortgagors to the security interest granted hereby and to the entry by Toro Credit to any leased or mortgaged premises where the Collateral is located for the purpose of inspecting the Collateral or reponesmg the Collateral which consents shall disclaim any interest by such parties in the Collateral. All representations and warranties contained in this Agreement shall survive the execution, delivery and performance of this Agreement and the creation, payment and performance of the Obligations. S. Det'awfta and Remedies. Any one or more of the following shall eerrtstitme a default under this Agceomew. (a) any defsailt by Dealer in the payment or performance of any of the Obligations; or (b) any default under the terms of this Agreement or my other note, obligation, agreement, mortgage or other writing at any time given to or acquired by Toro Credit, The Toro Company or any distributor of products of The Toro Company to which Dealer or any Guarantor or any other person providing security for any of the Obligations or for any guaranty of any of the Obligations is a party; or (c) the insolvency, death, dissolution, liquidation, merger, consolidation or cessation of barmess as a going concern of Dealer, or any Guarsaw, (d) any appoinoems of a receiver. trustee or similar officer of any property of Dealer or any Guava tor, or (e) any assignment for the benefit of creditors of Dealer or any Guarantor, or (f) any comma of any proceeding under any bankruptcy. insolvency, dissolution, liquidation or similar law by or against Dealer of any Guanaor, or (g) the sale, lease or other doppastion (whether in one transaction or in a. series of traamactiom) to one or more persons other than in the ordinary course of business of all or a substantial part of the assets of Dealer or any Guuantor, or (h) if Dealer is a partnership or joint venture, the death, dissolution or liquidation of any partner or joint venturer of Dealer, or (i) the entry of any judgment against Dealer or any Guarantor which is no discharged in a manner acceptable to Toro Credit within 30 days after such entry; or 6) the issuance or levy of any writ, warrant, attachment. garmshment, exexartion or other process against my property of Dauer or any Guarantor, or (k) the attachment of any tax lien to any property of Dealer or any Guarantor; or (1) any statenuot, represertion or warranty made by Dealer or my Guarantor (or any mpses>smative, of Dealer or any Guarantor) to Toro Credit at any time appears to have been false or misleading when made or furnished to Toro Credit, or becomes false or misleading at any time while this Agreement is in effect; or (m) any guaranty, letter of credit, or other obligation of a Guarantor to Toro Credit with respect to any Obligations or Collateral shall be revoked, terminated or not be renewed at least 30 days prior to its stated expiration or masarity; (a) any debt for borrowed money of, or guaranteed by, Defier or any Guarantor, becomoes due by acceleatim or otherwise prior to its due data by reason of a defaudt; (o) there is a material adverse change in the condition (ftaamcial or otherwise), business or property of Dealer or any Guarantor, or (p) Toro Credit shall in good faith believe that the prospect for due and punctual payment or performance of any of the Obligations, this Agreement or any other note, obligation, agreement or mortgage at any time given to or acquired by Toro Credit in connection with any of the Obligations is impaired. Upon default by Dealer, Toro Credit may terminate this Agreement insofar as it relates to say future financing on behalf of Dealer, all Obligations shall, at the caption of Toro Credit become at once due and payable without prey ntmem or other notice or demand, all of which are hereby waived by Dealer. and Toro Credit shall have all of the rights and remedies wader the terms of this Agreement, of a secured party under the applicable provisions of the Uniform Commercial Code, and under nay other applicable agreements and laws, including, but not limited to the right to enter any premises of Dealer, without legal process but without force, and to take possession and remove the Collateril. Upon default by Dealer, if so requested by Toro Credit, Dealer shall cease disposition of and shall assemble all or any part of the collateral and make it available to Tom credit at a place to be designated by Toro Credit which is reasonably convenient to both parties. Toro Credit may take possession of the CoUateral or any part thereof on Dealer's premises and cause it to remain time at Deder's expense, pending sale or other disposition. Dealer agrees that the sale of Collateral by Toro Credit to a person who is liable to Toro Credit under a guaranty, esmdonement, repurchase agreement or the like shall not be deemed to be a transfer subject to Section 9-504(5) of the Uniform Commercial Code or any similsr provision of any other applicable law, and Dealer waives any provision to the contrary of such laws. Dealer shall be liable to Toro Credit for any deficiency resulting from Toro Credit's disposition of the Collateral, including without limitation a repurchase by a Seller or another dealer of a Seller's products, regardless of any subsequent disposition thereof. Dealer is not a beneficiary of, and has no right to require Toro Credit to enforce, any repurchase agreement relating to the Collateral. If notice to Dealer of any intended disposition of Collateral or other action is required, such notice shall be doomed reasonably and properly given if mailed by regular or certified mail, postage prepaid, to Deoler at the address stated, at the conclusion of this Agreement or at the most mcemt address shown in Tom Credit's records, at least ten (10) days prior to the action described in such notice. Private sale of any item financed by Toro Credit to s Seller or another dealer of a Seller's products at the srnotmt owed Toro Credit on that item less a reasonable restocking charge shall be a commercially reasonable method of disposition. Dealer agrees to pay on demand reasonable attorney fees and other expenses incurred by Toro Credit in enforcing this Agreement and exercising its sights under this Agreement after default by Dean, or otherwise in connection with pursuing its rights as a secured party with respect to the Collateral. It is agreed that tine is of the essence of this Agreement. However, Dow agrees that no delay or omission by Toro Credit in the exercise of any right or remedy shall operate as a waiver thereof, no waiver by Toro Credit of any term, condition or obligation of this Agreement shall operate as a future waiver, and no single or partial exercise by Toro Credit of rimy right or remedy shall preclude other or further exercise thereof or the exercise of any other right or remedy. Any proceeds of the disposition of any of the Collateral may be applied by Toro Credit to the payment of the reasonable expenses of retaking. holding, preparing for ache. selling and the like, including reasonable attorney's fees and legal expenses. and any balance of such proceeds may be applied by Toro Credit toward the satisfaction of Dealer's indebtedness or Liabilities to Toro Credit in such order of application as Toro Credit may in its sole discretion determine. Any surplus shall be paid to Dealer. Dealer agrees to pay any deficiency to Toro Credit immediately upon demand. 6. Pw*w of AttorM. Dolor hereby grants rimy employee or officer of Toro Credit a power of attorney (a) to execute in Dealer's name on Denier's behalf a financing statement(s) or such other documents deemed by Toro Credit to be necessary or appropriate to perfect the sorority interest of Tory Credit in the Collateral; (b) to endorse in Dealer' a name any notes, checks, drafts and other instsumeasts for the payment of money that comes into the possession of Toro Credit; and (c) to take any other action deemed by Toro Credit to be necessary or desirable to establish. perfect, protect or enforce its security interest in the Collateral. 7. Credit Information. Dater authorizes Toro Credit to investigate or make inquiries of former or current creditors or other persons and provide to any creditors or other persons say and all financial, credit or other information regarding or relating to Dealer, whether supplied by Dealer to Toro Credit or otherwise obtained by Toro Credit, with such authority to continue throughout the term of this Agreement. S. Assignment. Toro Credit may assign this Agreement but Dolor may not assign this Agreement without the prior written convent of Toro Credit. This Agreement shall inure to the benefit of, and shall bind, each assignee or other successor in interest of each party. 9. Aasindmemts and Notices. This instrument contains the entire agreement between the parties; there are merged herein all prior repro+eststions, promises and conditions, whether oral or written, in connection with the subject miner hereof. Any modification of this Agreement or waiver of any provision herein contained shall not be binding upon Toro Credit unless in writing and signed on behalf of Tom Credit by a duly authorized officer. All notices to be given under this Agreement shall be in writing and shall be served either personally, by deposit with a repeatable overnight courier with charges prgvA or by deposit in the United States mail, fast-class postage prepaid or provided for, addressed to Dods at its chief exewtive office shown below or to any office to which Toro Credit sends billing statements, or to Toro Credit at its address shown below, or at such other address designated by such party by notice to the other. Any notice shall be deemed to have been given upon delivery in the CAN of personal delivery, one Business; Day after deposit with an overnight courier or two calendar days after deposit in the United States mail except that any notice of change of address shall not be effective until actually received. 10. Appileabie Law. The validity. enforceability and interpretation of this Agroemem and any notes taken. charges and sums paid in connection herewith shall be governed by the internal laws (as opposed to conflicts of law provisions) of the State of Minnesota, the pn=pat place of business of Toro Credit, and applicable Federal laws and regulations unless otherwise provided herein. Wherever possible, each provision of this Agreement shall be interpreted in such manow as to be effective and valid under applicable law. and if any provision of this Agreement shall be prohibited or be invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Agreement. 11. Term and Termination. Unless sooner terminated or by at least 30 days prior written notice from either party to the other, the term of this Agreement shall be for one year after the date of this Agreement and from year to year theredter: provided. however. Toro Credit may terminate this Agreement immediately by notice to Dealer if Dealer shall lose or relinquish any right to sell or deal in a Seller's products. Upon termination of this Agreement, all Obligations shall become immediately due and payable without notice or demand. Upon any termination, Dealer shall remain fully liable to Tom Credit for all Obligations arising prior to or after termination, and all Toro Credit's rights and remedies and its security interest shall continue until all Obligations are paid and performed in M. No provision of this Agreement shaft be construed to obligate Toro Credit to extend any financial accommodations to Dealer. No termination statement or other satisfaction document need be filed by Toro Credit until after Dealer's written request. Toro Credit shall have a reasonable period in which to file any such termination statement. 12. Savings Provisions. All agreements between Toro Credit and Dealer. whether now existing or hereafter arising, and whether written or oral, are bereby limited by this section. In no contingency, whether by reason of acceleration of the mannrity of the amounts dire hereunder or otherwise. shall Obligations contracted for, charged, received, paid or agreed to be paid to Toro Credit exceed the maximum amount permissible under applicable law. If, from any ci =nstance whatsoever, Obligations would otherwise be payable to Toro Credit in excess of the maximum lawful amount, the Obligations dull be reduced to the maximum amount permitted under applicable law, and. if from any circumstance, Toro Credit shall have received anything of value deemed interest by applicable law m excess of the maximum lawful amount, an amount equal to any excess of interest shall be deemed to have been applied to the reduction of the principal amount of the Obligations and not to the payment of any interest or other charge applicable thereto, or if such excessive interest exceeds the unpaid balance of the principal amount of the Obligations, such excess shall be ref naded to Dealer. 13. Lko tation of Remedia and Damages. Toro Credit and Dealer agree that in the event there is any dispute under this Agreement or the other documents cantemphrtod haeby or related hereto, the aggrieved party's remedy in connection with any action arising under or in any way related to this Agreement shall be limited to a breach of contract action and any damages in connection therewith are limited to actual and direct damages. If the fomgoing is acceptable to Dealer, please so indicate by returning a copy of this Agrameot. executed by Dealer, to Toro Credit. This Agreement shall become effec'tivve upon acceptance by Toro Credit. Dealer waives notice of such accept&=. Dealer is a (check one) V Corporation _ Partnership Sole Proprietorship Other (describe) _ Dealer is organized under the laws of the following ACCEPTED: 4 E OF BUS, ENTITY OR SOLE PROPRIETORSHM (If Dealer is a corporation, President or Treasurer should sign and give official title. If sole proprietor or Partner, state which.) - I- /„ DX Address o Dealer' s p ' i piece of business and chief executive office: A .2 3-aa4LU9407F 6S (Dada a Federal Tax Waniticatm Rumba or Social Sammy Number) ------------------ ------------------------------------ Do Not Sian Below TSit Lim, Toro OvI it use Only ACCEPTED: TnRn rrREDtT COMPANY 8111 Lyndale Avemre South Minneapolis, Mi nm to 55420 DATE 166& CERTIFIED COPT F RESOLUTIONS OF BOARD OF DIR& AS OF GUARANTOR The undersigned, hereby certifies to Toro Credit Company that: she/he is the duly elected, qualified and acting Secretary or Assistant Secretary of the guarantor whose name and address appear below (the 'Guarantor"), a corporation duly existing and in good standing under the laws of the state set forth below; as such officer shdhe has custody of the corporate records of Guarantor, including the minutes of the meetings of, and actions taken by consent of, its Board of Directors; on the date named below, (i) at a meeting of the Board of Directors duly called, convened and bald, at which there was present and acting throughout a quorum of the Board of Directors, or (ii) purvxwt to a written consent duly executed by the number of directors of Guarantor required by law or the Guarantor's governing instruments to approve such resolution, the following resolutions were duly adopted by the Board of Directors of Guarantor, and said resolutions have not bow amended or rescinded, and presently an in full force and effect and do not in any manner contravene the chatter or by-laws of Guarantor: RESOLVED, Guarantor shall guarantee all obligations of the dealer whose name and address appear below (the 'Dealer') under any agreement or other document or doe am=t which provide for fnancmg arrangements with Toro Credit Company ("Toro Credit'), plus interest and other charges as therein provided, and all extensions, rem orals and replacements thereof; and each officer of this Corporation, acting alone or acting with others, is hereby authorized at any time and from time to time to execute and deliver to Toro Credit one or more instruments of guaranty by which Guarantor guaranties such debts, liabilities and obligations of Dealer either without any limitation as to amount or limited to such principal amount as such officer may determine to be appropriate, phis intend thereon and costs and collodion and enforcement expenses referable thereto, and on such other terms as such officer may approve (such determination and approval to be established conclusively by the terns of any instrument or instnumts of guaranty at any time and from time to time delivered to Toro Credit}; and RESOLVED FURTHER, each officer of Guarantor set forth below, acting alone or acting with others, is hereby authorized at nay time and frm time to time to sell. assign, transfer, mortgage. creme security interests in and pledge to Toro credit the real property, goods, instruments, documents, securities, chattel paper, accounts, contract rights and other intangibles and any other property now owned or hereafter acquired by Guarantor, either absolutely for such consideration as such officer may determine to be appropriate or as security for the payment or performance of any or all debts, liabilities and obligations guaranteed punw at to the foregoing resolution or any other debts, liabilities and obligations of every type and description now or at any time hereafter owed to Toro Credit by Guarantor, on such terms as such officer may approve, and to do such other acts or things in connection therewith or pursuant thereto as such officer may determine to be appropriate (such determination and approval to be established conclusively by the instrument executed or action taken by such officer); and RESOLVED FURTHER, it is hereby acknowledged that each and every guaranty made pursuant to the foregoing resolutions is and will be made and given for the emporme purposes of Guarantor, and RESOLVED FURTHER, the Secretary or Assistant Secretary of Dealer to Toro Credit that listed below are the names and age stures of the persons wbo presently are duly elated, qualified and acting as the officers authorized to ad under the foregoing resolutions, and the Secretary or Assistant Secretary shall from time to time hereafter, upon a change in the facts so certified, immediately certify to Tom Credit the names and signatures of the persons then authorized to sign or to ad; Toro Credit shall be fully protested in relying on such certificates and on the obligation of the Secretary or an Assistant Secretary immediately to certify to Toro Credit any change in any fad certified, and Toro Credit shall be indenuiGed and saved harmless by Dealer from any and all claims. demands, expenses, costs and damages resulting from or growing out of honoring or relying on the signature or other authority (whether or not properly used) of any officer whose name and aigaahue was so certified, or refusing to honor any signature or authority not so certified; and RESOLVED FURTHER, all prior and existing agreements sad transactions by or on behalf of Guarantor with Toro Credit are hereby in all respects ratified, approved and confirmed. The undersigned, further certifies that no other action is necessary to effect the transactions authorized herein. The signatures appearing below are the true, authentic and official signatures of each officer authorized in the foregoing resolutions to ad on behalf of Guarantor. N Ti e r The name and address of Guarantor are as follows: James A Stouffer 5213 Royal Dr Mechanicsburg,PA 17055 Guarantor is organized under the laws of the following state: Pennsylvania The name and uldress of Dealer are as follows. Luff Lawn & Garden, Inc. 1590 State St Camp Hill ^ 17011 The Board of Director's wing occurred on or written consent to action was effective on a7_, 199,x. W WITNESS WMEMEOV, the undersigned has set her or bis hand as such Secretary or Assistant Secretary sod the corporate scud, if . 'L- day of r 199 any, of Guarantor this L (Corporate Seal, if any) of Secretary or Assistant CERTIFIED CO1 OF RESOLUTIONS OF BOARD OF DM-TORS OF DEALER The undersigned, hereby certifies to Toro Credit Company that: she/he is the duly elected, qualified and acting Secretary or Assistant Secretary of the dealer whose name and address appear below (the 'Dealer"), a corporation duly existing and in good standing under the laws of the state set forth below; as such officer (s)he has custody of the corporate records of Dealer, including the minutes of the meetings of, and actions taken by consent of, its Board of Directors; on the date named below, (i) at a meeting of the Board of Directors duly called, convened and held, at which there was present and acting throughout a quorum of the Board of Directors, or (ii) pursuant to a written concert duly executed by the number of directors of Dealer required by law or the Dolor's governing instruments to approve such resolution, the following resolutions were dully adopted by the Board of Directors of Dealer, and said resolutions have not been amended or rescinded, and presently are in full force and effect and do not in any mamnor contravene the charter or by-laws of Doter. RESOLVED, that Dealer is hereby authorized to establish and maintain financing arrangements with Toro Credit Company, and its successors and assigns ("Toro Credit"), in such amounts and upon such terms as any officer of Dealer (including any such officer's successors in office) may approve, such approval to be conclusively evidenced by the execution by any officer (including any such officer's successors in office) of Dealer, or nay person now or hereafter designated by any of them (each such officer and other person, an "Authorized Person'), of any agreement or other document or documents which provide for such financing arrangements; and such financing and Dealer's other indebtedness, liabilities and obligations to Toro Credit are hereby authorized to be secured by a security interest in and lien on all or any of Dealer's assets, whether now existing or hereafter acquired or arising, or any put thereof. RESOLVED FURTHER, that each Authorized Person is authorized and directed to do the following in the name and on behalf of Dealer, namely, (a) to bonow from Toro Credit such sums as may be made available to Dealer pursuant to such financing arrangements, directly or indirectly, by Toro Credit at any time and from time to time, (b) to execute and deliver such loan agreements, security agreements, powers of attorney. financing statements, notes, program letters, guaranties, and other agreements, instruments, financial reports, certifications and other documents, and all renewals, extensions, supplements and modifications thereof, as Toro Credit shall require to establish and continue such financing arrangements, in each case upon such terms as any officer of Dealer (including any such officer's successors in office) way approve, such approval to be conclusively evidenced by the execution thereof by any Authorized Perron, and (c) to do all such other ads and things as any Authorized person deems necessary or advisable to establish and continue such financing arrangementa and to carry out the mleent of these resolutions and the transactions contemploW herein, with all such acts and things previously done by theme to establish and continue financing arrangements for Dealer with Toro Credit being hereby ratified and approved. RESOLVED FURTHER, the Secretary or Assistant Secretary of Dealer shall certifies to Toro Credit that listed below are the names and signatures of the Authorized Persons, and the Secretary or Assistant Secretary shall from time to time hereafiter, upon a change in the fads so certified, immediately certify to Toro Credit the names and signatures of the persons then authorized to sign or to ad; Toro Credit shall be fully protested in relying on such certificates and on the obligation of the Secretary or an Assistant Secretary immediately to certify to Toro Credit any change in any fad certified, and Toro Credit shall be indemnified and saved harmless by Dolor from any and all claims, demands, expenses, coats and damages resulting from or growing out of honoring or relying on the signature or other authority (whether or not properly used) of any officer whose name and signature was so certified, or refusing to honor any signature or authority not so certified. The undersigned, further certifies that no other action is necessary to effect the transactions authorized herein. The signatures appearing below are the true, authentic and official signatures of each Authorized Person. r TWO A&Z pits, rt' 1 ire The name and address of Dealer are as follows: Luff Lawn & Garden, Inc. 1590 State Street Camp Hi11,PA 17011 Dealer is organized under the laws of the following state: Pennsylvania The Board of Director's mooting occurred on or written consent to action was effective on , 199. 1N IN TME.SS WEMREOF, the uundarsignead has set her or his hand as such Secretary or Assistant Secretary and the corporate seal, if any, of Dealer this j = day of 199-.S-'-. (Corporate Seal, if airy) GUARANTY AGREEMENT IN CONSIDERATION of Toro Credit Company. ("Toro Credit') entering into, or continuing, credit arrangements with the dealer whose name and sdekress appear below ('Dauer"), or any other arrangement between Dealer and Toro Credit, the undersigned and each of theta (individually and collectively 'Guuarwilm') absolutely and unconditionally jointly and severally guarantees to Toro Credit the full and prompt payment when doe, whether at maturity or earlier by reason of acceleration or otherwise, of any and all indebtedness, obligations and liabilities of Dealer (and nay and all successors of Dealer) to Toro Credit now or hereafter exiting, absolute or contingent, independent, joint, several or joint and several, secured of unsecured, due or to become due, contractual or tortious, liquidated, or muiluidsted, wising by asdgnment or otherwise, and whether incurred by Dealer (or any successor of Dealer) as principal, surety, endorser, guarantor, scomninodation party or otherwise (collectively the 'Obligations"); and the undersigned agrees to par on demand all of Toro Credit's fees, costs, expenses and attorneys' feu in connection with the Obligations, any security therefor, and this guaranty. Toro Credit may at any time and from time to time, without consent of or notice to the undersigned. (1) salt, pledge, surrender, compromise, settle, release, retmw, subordinate, extend, alter, substitute, exchange, change. modify or otherwise dispose of or deal with in any manner and in any order any Obligations, any evidence thereof. or any security or other guaranty therefor, (2) accept any security for or other perwitees of any Obligations; (3) fail. neglect or omit to obtain, raedize upon or protect any Obligations or any security therefor, to exercise nay lien upon or right to any money, credit or property toward the liquidation of the Obligations, or to exercise any other right against Dealer, the undersigned, any other guanator or any other person; and (4) apply any payments and credits to the Obhgadons is say mama and in nay order. The undamped agrees that Toro Credit may do any or all of the foregoing m such manna, upon such terms, and at such tiaras as Toro Credit, in its discretion, dawns advisable, without, in any way or rasped, impairing, affecting, reducing or relessing the undersigned from its nodertaitings hereunder and the undersdgned hereby consents to each and all of the foregoing ads, events and/or , the undersigned bereby waiving all stirotyship defenses. No act, omission or thing, except fidl payment and discharge of the Obligations, which but for this provision could ad as a release or impairment of the liability of the undersigned hereunder. shall in any way release, impair or otherwise affed the liability of the undersigned heminder. and the undersigned waives any and all defenaees of Deader pertaining to the Obligations, any evidence thereof, and any security therefor, except the defense of discharge by payment. The fadum of any person or parsons to sign this or any other guaranty shall not rolesse, impair or affect the liability of the undersigned hereunder. This guaranty a a continuing guaranty and a primary obligation of the undersigned and Toro Credit shall not be required to first resort for payment of the Obligations to Dealer or any other person, their propesties or estates, or any security or other rights or remedies whatsoever. The undersigned shall be and remain liable for any deficiency remomaig after foreclosure of say mortgsge or security interest securing the Obligations, whether or not the liability of Dealer or any other person for such deficiency is discharged pursuant to statute, judicial decision or otherwise. The liability of the undersigned under this guaranty is in addition to and shall be cumulative with all other liabilities of the undersigned to Taro Credit, as guarantor or otherwise, without any limitation as to amount, unless the writing evidencing or cresting such other liability specifically provides to the convoy. If any payment applied by Toro Credit to the Obligations is thereafter ad aside, recovered, rescinded or required to be returned for any reason (including without limitation the bankruptcy. insolvency or reorganization of Dealer or any other person), the Obligations to which such payment was applied shall for the purposes of this guaranty be deemed to have finned in existence, notwithstanding such application, and this guaranty sball be enforceable as to such Obligations n fully as if such application had never been made. The undersigned waives: (1) notice of acceptance of this guaranty and of the creation and existence of the Obligations and of the amounts and teems thereof or any changes in the term thereof, and of all defaults by or disputes with Daley. (2) presentment, demand for payment, notice of dishonor, notice of nonpayment, and protest of any indrument evidencing the Obligations, and (3) all other demands and notices to the undersigned or any other peisen said all other actions to establish the liability of the undersigned hereunder. The undersigned hereby agrees that Toro Credit shall have no duty to advise the undersigned of information now or here after known to Toro Credit regarding the financial or other condition of the Dealer or any other person primarily or secondarily liable on the Obligations or regarding nay circumstance baring on the risk of non-payment of the Obligations. It 1a understood that the undersigned will remsm informed of Dealer's Snssaal condition, the states of other guarantors, if any, and of all other circumstances which bear upon the risk of nonpayment of the Obligations. All property of the undersigned, now or hereafter in the possession, control or custody of or in transit to Toro Credit for any purpose, and each claim of the undersigned against Toro Credit, shall be saibjed to a lien and security interest in favor of Toro Credit, ai security for all liabilities of the undersigned to Toro Credit, and shall be subject to be ad off against any and all such liabilities, and Toro Credit may at any time and from time to time at its option and without notice appropriate and apply any such property toward the payment of any and all sock liabilities. The undersigned agrees to promptly provide Toro Credit from time to time with financial statements of the undamped, in form and substance acceptable to Tom Credit. The undersigned agrees to promptly provide Toro Credit from time to time with such other information respecting the condition (financial and otherwise), business and property of the undersigned as Toro Credit may request. is form and substance acceptable to Toro Credit. The undamped authorim Toro Credit to investigate or make inquiries of former or current credit= or other persons and provide to nay creditors or other persons any and all financial, credit or other information regarding or relating to the undersigned whether supplied by the undersigned to Toro Credit or otherwise obtained by Toro Credit, with such mithority to continue throughout the term of ibis Guaranty. The undersigned waives all claims its and remedies which the undersigned may av have or hereafter acquire against nay person at any, time now or hereafter liable to payment of any of the Obligations and as to any collateral security, including but not limited to all claims, rights and remedies of contribution, indemQification, exoneration, reimbursement, recourse and subrogation, whether or not such claim right or remedy arises in equity, under contract, by statute, under common law or otherwise, whether or not the Obligations has been fully paid; provided, nothing contained in this guaranty shall deprive the undersigned of any claim, right or remedy, after the Obligations has been fully paid, against any person other than Dealer. The undamped agrees that the sale of collateral security by Toro Credit to it person. who is liable to Toro Credit under a guaranty, endorsement, repurchase agreement or the like shall not be deemed to be a transfer subject to Section 9-504(5) of the Uniform Commercial Code as in effect in Minnesota or nay similar provision of any other applicable law, and the undamped waives any provision to the contrary of such laws. The undersigned agrees that sale of collateral security to a manufacturer or seller of similar goods or another distributor or dealer of such seller's goods pursuant to a repurchase agreement between Toro Credit and any such party or otherwise for the amount owed Toro Credit with regard to such collateral security tars a reasonable resetoclaag charge shall be a commercially reasonable method of disposition. The used shall be liable to Toro Craft for any deficiency resulting from Toro Credit's disposition of its collateral security, including without limitation, a repurchase by such a seller distributor or dealer, regardless of the subsequent disposition of such collateral security by the purchaser. The undamped is not a beneficiary of, and has no right to require Toro Credit to enforce, any repurchase agreement. Any notice of a disposition of collateral enuring the Oblgp t m of this Guaranty shall be deemed reasonably and properly given if given to the undersigned at least ten (10) days before such disposition to the address set forth below or to the most recent addmas sbmn in Toro Credit's records. No delay or failure by Toro Credit in exercising say right, and no partial or single exercise thereof shall constitute a waiver thereof. No waiver of any rights hereunder, and no modification or amendment of this guaranty shall be effective unless the wens is in writing duly executed by Toro Credit, and each such waiver, if any, shall apply only with respect to the specific instance involved and shall not impair or affect the rights of Toro Credit or the provisions of this guaranty in any other respect at any other time. This guaranty shall continue until written notice of revocation of this guaranty, executed by the undersigned, has been received by Toro Credit at the address set forth below; provided. no revocation of this guaranty shall affect in any manner any liability of the undamped under this guaranty with respect to Obligations arising before Toro Credit receives such written notice of revocation, ad the sole effect of revocation of this guaranty shall be to exclude from this guaranty Obligations thereafter arising which is unconnected with Obligations theretofore arising or trsaswdous theretofore awed into. No such revocation by one or more of the undersigned shall affect the coming obligation hereunder of such other or others from whom Toro Credit shall not have received a notice of revocation. It is understood that each of the undersigned shall be bound to Toro Credit under this Guaranty whether signed by may others or not, and in the event there are tease than, one of the undersigned, all shall be jointly and severally liable to Toro Credit hereunder. The liability of the undamped under this Gua vary shall be unconditional irrespective of the acceptance of additional guarantor(s) or the release of anyone primarily or secondarily liable on the Obligations. Nothing herein contained shall be construed as placing upon Toro Credit any obligation to extend any financial accommodatiaos to Dealer. If Dealer is a pa thership, the obligation of the undersigned hereunder shall continue in force notwithstanding any change in the membership of such pa mw;hhip, whether arising from the death or retirement of one or more partners or the addition of one of more new partners. Any invalidity or uneaforceability of any provision or application of this guaranty shall not affect other lawful provisions and applications hereof and to this and the provisions of this guaranty am declared to be severable. This guaranty shall bind the undamped and the heirs, representatives, successors and assigns of the vied, and of each of them respectively, and shall benefit Toro Credit, its successors and asups. This guaranty shall be governed by the internal laws (as opposed to conflicts of interest laws) of the State of Minnesota, the principal place of business of Toro Credit. 1901f The name and principal address of the Dealer are as follows: The name alai principal address of the Gueranim are as follows: J?Mcr 11, hM4 IT WITNESS WHEREOF, the undersigned hereunto set our hands this n.1 VI day of 19-. Accepted in Minnesota: t (Peitit Nam of Gurwaaocl Toro By: Title:: GF E c? GK C. S'?'an? ls' of raaividoetl Print Name: Address for Notices to Toro Credit: By: Toro Credit Company Tide- 8111 Lyndale Avenue South Print Name: a Tide N f cilmnaw is unit `f-- act an s ind individuail ?-- Bloomington, MN 55420 nm STATEMENT LUFF LAWN & GARDEN INC. 1590 State Street Camp Hill, PA 17011 SAU073106 $9,416.93 7/31/2006 8/29/2006 SAU092506 $8,385.66 9/25/2006 10/24/2006 SAU 111406 $4,455.20 11/14/2006 12/13/2006 SAU020107 $8,476.88 2/1/2007 3/2/2007 SAU041007 $3,672.73 4/10/2007 5/9/2007 SAU052407 $1,281.65 5/24/2007 6/22/2007 BALANCE DUE: $35,689.05 INTEREST CHARGES: $ 7,642.45 TOTAL DUE $43,331.50 EXHIBIT ___a A F F I D A V I T STATE OF (?2 $ 0 ?-? } COUNTY OF ' r"!? eta t r } M 1 l?ysl?, being first duly sworn, deposes and says: 1. That, he/she is an individual duly authorized by the Plaintiff to make this affidavit on behalf of same; 2. That the Plaintiff is: an individual trading as a partnership trading as y a corporation organized under the laws of the state of f1SSO -Q and trading as bra QAT_ other 3. That, the Defendant ???? ???+?? bo^?a.l ??? is indebted unto the Plaintiff, as near as this deponent can estimate, over and above all legal set-offs, in an amount equal to k mMn-? ??Dol lars ($L-13,-_?3)• a.,-?o st o w+l v cQ. 5 L 4. That, this deponent, if sworn as a witness, can testify competently to the facts contained herein. FURTHER DEPONENT SAYETH NOT. Subscribed `?and sworn to before me this 1 ( day of Feb , 20 g?? County & State I -3r-ao?o 691 JOAN E. BOMCHER Notary Public-Minnesota tdy commission Expires ion 31, 2070 My commission expires oho ?,? +0 b O 0 "-. x SHERIFF'S RETURN - REGULAR CASE NO: 2008-03361 P COMMONWEALTH OF PENNSYLVANIA: COUNTY OF CUMBERLAND TORO CREDIT COMPANY VS LUFF LAWN & GARDEN INC ET AL MARK CONKLIN , Sheriff or Deputy Sheriff of Cumberland County,Pennsylvania, who being duly sworn according to law, says, the within COMPLAINT & NOTICE was served upon LUFF LAWN & GARDEN INC the DEFENDANT , at 1915:00 HOURS, on the 13th day of June 2008 at 5213 ROYAL DRIVE MECHANICSBURG, PA 17055 by handing to KATHLEEN STOUFFER, WIFE OF FORMER OWNER a true and attested copy of COMPLAINT & NOTICE together with and at the same time directing His attention to the contents thereof. Additional Comments 1590 STATE STREET-BUILDING APPEARS TO BE VACANT. BUSINESS IS CLOSED. Sheriff's Costs: Docketing 18.00 Service 12.00 Affidavit .00 Surcharge 10.00 41100 F 9i.. 0 0 40.00 Sworn and Subscibed to before me this day of , So Answers: R. Thomas Kline 06/16/2008 BERNSTEIN LAW FIRM By. Deputy Sheriff A. D. .,a, -t SHERIFF'S RETURN - REGULAR CASE NO: 2008-03361 P COMMONWEALTH OF PENNSYLVANIA: COUNTY OF CUMBERLAND TORO CREDIT COMPANY VS LUFF LAWN & GARDEN INC ET AL MARK CONKLIN , Sheriff or Deputy Sheriff of Cumberland County,Pennsylvania, who being duly sworn according to law, says, the within COMPLAINT & NOTICE was served upon STOUFFER JAMES A DEFENDANT , at 1915:00 HOURS, on the 13th day of June at 5213 ROYAL DRIVE the 2008 MECHANICSBURG. PA 17055 KATHLEEN STOUFFER WIFE by handing to a true and attested copy of COMPLAINT & NOTICE together with and at the same time directing Her attention to the contents thereof. Sheriff's Costs: Docketing 6.00 Service .00 Affidavit .00 Surcharge 10.00 .00 16.00 Sworn and Subscibed to before me this day So Answers: R. Thomas Kline 06/16/2008 BERNSTEIN LAW FIRM By: Deputy Sheriff 0 f A. D. M IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL DIVISION WHIRLPOOL FINANCIAL CORPORATION assignee of TORO COMPANY, Plaintiff, vs. No. 08-3361 LUFF LAWN & GARDEN, INC. and JAMES STOUFFER also known as JAMES A. STOUFFER, as Personal Guarantor, Defendants. PRAECIPE TO SETTLE DISCONTINUE AND END FILED ON BEHALF OF Plaintiff(s) COUNSEL OF RECORD OF THIS PARTY: NICHOLAS D. KRAWEC, ESQUIIZE PA ID #38527 SHAWN P. MCCLURE, ESQUIRE PA ID #205951 Bernstein Law Firm, P.C. Firm #718 Suite 2200 Gulf Tower Pittsburgh, PA 15219 412-456-8100 BERNSTEIN FILE NO. C0068148 63616.doc 4 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL DIVISION WHIRLPOOL FINANCIAL CORPORATION assignee of TORO COMPANY, Plaintiff, VS. Civil Action No. 08-3361 LUFF LAWN & GARDEN, INC. and JAMES STOUFFER also known as JAMES A. STOUFFER, as Personal Guarantor, Defendants. PRAECIPE TO SETTLE, DISCONTINUE AND END TO THE PROTHONOTARY OF CUMBERLAND COUNTY: Settle, discontinue and end the above-captioned matter upon the records of the Court and mark the costs paid. Sworn to and subscrib9d before me this day o _ 09 c L// o Public COMWNW..--EALTH I PENNSYLVANIA BOA Noisy Pub0c ?'OfP( AAeghany 11 Member E Oct 28 Pen ns vanis Association of Notaries BERNSTEIN LAW FIRM, P.C. BY' A omeys for Plaintif Suite 2200 Gulf Tower Pittsburgh, PA 15219 (412) 456-8100 BERNSTEIN FILE NO: C0068148 63616.doc -• IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL DIVISION WHIRLPOOL FINANCIAL CORPORATION assignee of TORO COMPANY, Plaintiff, vs. Civil Action No. 08-3361 LUFF LAWN & GARDEN, INC. and JAMES STOUFFER also known as JAMES A. STOUFFER, as Personal Guarantor, Defendants. CERTIFICATE OF SERVICE I, Nicholas D. Krawec, Esquire, hereby certify that a true and correct copy of the foregoing was served on the Defendant's attorney by regular U. S. Mail, postage prepaid, this / Aay of ?Y , 2009. addressed as follows: LUFF LAWN & GARDEN, INC. c/o Gary J. Imblum, Esquire Kodak & Imblum, P.C. Cameron Mansion 407 N. Front Street Harrisburg, PA 17108 JAMES A. STOUFFER c/o Gary J. Imblum, Esquire Kodak & Imblum, P.C. Cameron Mansion 407 N. Front Street Harrisburg, PA 17108 63616.doc f) 1O a C-- m rn OD -<