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HomeMy WebLinkAbout09-1084STEVEN L. SUGARMAN & ASSOCIATES BY: Steven L. Sugarman, Esquire IDENTIFICATION NO. *32473 1273 LANCASTER AVENUE BERWYN, PA 19312 (610) 889-0700 FAX: (610) 993-0498 ATTORNEYS FOR Plaintiff, Manufacturers and Traders Trust Company, Successor by merger with Keystone Financial Bank, N.A. MANUFACTURERS AND TRADERS TRUST COMPANY, successor by merger with KEYSTONE FINANCIAL BANK, N.A. Troup Building - 213 Market Street Harrisburg, PA 17101 V. JEM ELECTRONICS DISTRIBUTORS, INC. c/o Steven M. Coraluzzi, President 29 Bella Vista Drive Mechanicsburg, PA 17050, and CORALUZZI, CORALUZZI, CORALUZZI PARTNERSHIP c/o Steven M. Coraluzzi, General Partner 29 Bella Vista Drive Mechanicsburg, PA 17050, and STEVEN M. CORALUZZI and DIANE CORALUZZI, h/w 29 Bella Vista Drive Mechanicsburg, PA 17050 Cumberland County Court of Common Pleas Civil Division No. M _ 1084 t CONFESSION OF JUDGMENT FOR MONEY DAMAGES Pursuant to the authority contained in the Term Note and Commercial Guaranties dated September 30, 1999, true and correct copies of which are attached to the Complaint filed in this action, I appear for the Defendants and confess judgment in favor of the Plaintiff and against the Defendants, jointly and severally, as follows: Principal Outstanding $135,634.46 Interest to January 29, 2009 $ 9,847.63 Late Charges $ 492.38 Attorneys' Commission @10% $ 14,597.45 GRAND TOTAL $160,571.92 STEVEN L. SUGARMAN & ASSOCIATES By: Steven L. Sugarman, Esquire Elliot H. Berton, Esquire COMPLAINT (Confession of Judgment for Money Damages) Cumberland County Court of Common Pleas Civil Division No. Q Cl - 10i'1 c--1v" / Plaintiff files this Complaint pursuant to Pa. R.C.P. No. 2951(b) for judgment by STEVEN L. SUGARMAN & ASSOCIATES BY: Steven L. Sugarman, Esquire IDENTIFICATION NO. #32473 1273 LANCASTER AVENUE BERWYN, PA 19312 (610) 889-0700 FAX: (610) 993-0498 ATTORNEYS FOR Plaintiff, Manufacturers and Traders Trust Company, Successor by merger with Keystone Financial Bank, N.A. MANUFACTURERS AND TRADERS TRUST COMPANY, successor by merger with KEYSTONE FINANCIAL BANK, N.A. Troup Building - 213 Market Street Harrisburg, PA 17101 V. JEM ELECTRONICS DISTRIBUTORS, INC. c/o Steven M. Coraluzzi, President 29 Bella Vista Drive Mechanicsburg, PA 17050, and CORALUZZI, CORALUZZI, CORALUZZI PARTNERSHIP c/o Steven M. Coraluzzi, General Partner 29 Bella Vista Drive Mechanicsburg, PA 17050, and STEVEN M. CORALUZZI and DIANE CORALUZZI, h/w 29 Bella Vista Drive Mechanicsburg, PA 17050 confession and avers the following: 1. Plaintiff, Manufacturers and Traders Trust Company, is a financial institution which is authorized to conduct business in the Commonwealth of Pennsylvania, and which is the successor by merger with Keystone Financial Bank, N.A., with a place of business located at Troup Building, 213 Market Street, Harrisburg, Pennsylvania, 17101 (the "Bank"). s 2. Defendant, JEM Electronics, Inc. (the "Borrower"), is a corporation which receives mail in care of its President, Steven M. Coraluzzi, at 29 Bella Vista Drive, Mechanicsburg, Cumberland County, Pennsylvania, 17050. 3. Defendant, Coraluzzi, Coraluzzi, Coraluzzi Partnership (the "Partnership'), is a general partnership which receives mail in care of one of its general partners, Steven M. Coraluzzi, at 29 Bella Vista Drive, Mechanicsburg, Cumberland County, Pennsylvania, 17050. 4. Defendants, Steven M. Coraluzzi and Diane Coraluzzi (the "Coraluzzis'), are adult individuals, married to each other, who reside and receive mail at 29 Bella Vista Drive, Mechanicsburg, Cumberland County, Pennsylvania, 17050. 5. On September 30, 1999, the Borrower executed a Promissory Note (the "Note") evidencing a loan in the amount of $160,000.00 (the "Loan') and agreed to repay the same in accord with the terms thereof. A true and correct copy of the Note is attached hereto as Exhibit "A" incorporated herein and made a part hereof. 6. In addition, on September 30, 1999, the Partnership and the Coraluzzis (collectively, the "Guarantors') each executed a Commercial Guaranty (collectively, the "Guaranties') providing, in pertinent part, that the executing parry "absolutely and unconditionally guarantees and promises to pay to ... Lender ... the Indebtedness ... of JEM Electronics Distributors, Inc.... to Lender on the terms and conditions set forth in this Guaranty." True and correct copies of the Guaranties are collectively attached hereto as Exhibit "B" incorporated herein and made a part hereof. 7. The Note provides that, "failure by Borrower to make any payment when due" is an Event of Default. 8. The Note also provides the following: BORROWER HEREBY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA OR ELSEWHERE, TO APPEAR AT ANY TIME FOR BORROWER AFTER A DEFAULT UNDER THIS NOTE, AND WITH OR WITHOUT COMPLAINT FILED, AS OF ANY TERM, CONFESS OR ENTER JUDGMENT AGAINST BORROWER -2- STEVEN L. SUGARMAN 3 ASSOCIATES - 1273 LANCASTER AVENUE - BERWYN, PA 19312 FOR THE ENTIRE PRINCIPAL BALANCE OF THIS NOTE, ALL ACCRUED INTEREST, LATE CHARGES, AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THIS NOTE TOGETHER WITH INTEREST ON SUCH AMOUNTS, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10%) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS ($500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS NOTE OR A COPY OF THIS NOTE VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS NOTE TO CONFESS JUDGMENT AGAINST BORROWER SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS NOTE. BORROWER HEREBY WAIVES ANY RIGHT BORROWER MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT, EXCEPT ANY NOTICE AND/OR HEARING REQUIRED UNDER APPLICABLE LAW WITH RESPECT TO EXECUTION OF THE JUDGMENT, AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO BORROWER'S ATTENTION OR BORROWER HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. 9. The Guaranties provide as follows: GUARANTOR HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR GUARANTOR AFTER A DEFAULT UNDER THIS GUARANTY, AND WITH OR WITHOUT COMPLAINT FILED, AS OF ANY TERM, CONFESS OR ENTER JUDGMENT AGAINST GUARANTOR FOR THE ENTIRE PRINCIPAL BALANCE OF THIS GUARANTY, ALL ACCRUED INTEREST, LATE CHARGES, AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THE INDEBTEDNESS TOGETHER WITH INTEREST ON SUCH AMOUNTS, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10%) OF THE UNPAID PRINCIPAL -3- STEVEN L. SUGARMAN & ASSOCIATES - 1273 LANCASTER AVENUE - BERWYN, PA 19312 BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS ($500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS GUARANTY OR A COPY OF THIS GUARANTY VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS GUARANTY TO CONFESS JUDGMENT AGAINST GUARANTOR SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS GUARANTY. GUARANTOR HEREBY WAIVES ANY RIGHT GUARANTOR MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT, EXCEPT ANY NOTICE AND/OR HEARING REQUIRED UNDER APPLICABLE LAW WITH RESPECT TO EXECUTION OF THE JUDGMENT, AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO GUARANTOR'S ATTENTION OR GUARANTOR HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. 10. Judgment has not been entered on the Note or the Guaranties in any jurisdiction. 11. The attached Note and Guaranties have not been assigned. 12. The Borrower and the Guarantors are in default of their respective obligations to the Bank under the Note and Guaranties for failing to transmit payments when due, notwithstanding written demand therefor. 13. As a consequence of the foregoing, Plaintiff prays for judgment against the Defendants, jointly and severally, as follows: Principal Outstanding $135,634.46 Interest to January 29, 2009 $ 9,847.63 Late Charges $ 492.38 Attorneys' Commission @10% $ 14,597.45 GRAND TOTAL $160,571.92 14. Such amounts are due and owing by virtue of the Defendants' execution of the Note, the Guaranties and the underlying consideration therefor. -4- STEVEN L. SUGARMAN & ASSOCIATES - 1273 LANCASTER AVENUE - BERWYN, PA 19312 15. Judgment is not being entered by confession against a natural person in connection with a consumer credit transaction. WHEREFORE, Plaintiff, Manufacturers and Traders Trust Company, successor by merger to Keystone Financial Bank, N.A., demands that judgment be entered in its favor and against the Defendants, JEM Electronics Distributors, Inc., Coraluzzi, Coraluzzi, Coraluzzi Partnership, Steven M. Coraluzzi and Diane Coraluzzi, jointly and severally, in the amount of $160,571.92, plus interest from the date of judgment at the rates set forth in the Note together with costs of this action. STEVEN L. SUGARMAN & ASSOCIATES By: Steven L. Sugarman, Esquire Elliot H. Berton, Esquire Attorneys for Plaintiff -5- STEVEN L. SUGARMAN 3 ASSOCIATES - 1273 LANCASTER AVENUE - BERWYN, PA 19312 EXHIBIT "A" PROMISSORY NOTE Mno" Amount $160,000.00 InWel Rate: 9.2609E Date of Note: Sepbwnber 30, 1999 PROMMlE TO PAY. JDM Qeckenles Dlstribubra, Inc. ("Bonrowen promises b pay to Keyebns Fl onolol Be*, 11.A. rl.anaerw , or mrdr, in lure/ amaay of In Wiled subs of America, on derrrard, ft pAnclpal amount of One llnandrad OW Tbomm0 A OWM Dowers ("N,fl aq or so arcrclt so malt be a IMamdhp, topeper wwr InNraef on No urnpdd oulderidng prlrndpai bdmoe of own advance. mines aW be colcolabd from ft dab of sash adwrma mMl npsryom of each advarces. PAYMEMT. we o" ar vAl pay this loon I odlably sport Landr'a dmnarsI In "Milk , Borrower will pay ri guMr anWero payments of as aoaesad WWMa kNsrasl due see of a" Payment dab, baof I WIN W. Her, wier all eubeap" InWM psi -- is be bs due on no sane dry of a" ano M Mar that. The annual Interest role for NO Mob Is cornpuMd on a 3861360 bads; set is, by applying MO railo of ft annual Int est rab over a year of 300 days, muMlplied by the oulatanding principal balance, muApled by the actual number of days the principal balance Is oulslanding. Borrower will pay Lander at Lender's address shown above or at such other pica as Lender may doebnale In wdli g. Union otherwise agreed or required by appliable law. payxwfa will be applied fist b accrued unpaid Interest, then b principal, and any remaining amount to any unpaid coledon cools and We charges. VARIABLE WTWT RATE. The lirnbrest rate on this Nole Is subject to longs from time to ins based on changes in an Indeperndent Index which is the Prim rale as published In Me Wall Street Journal. When a range of rain has been published, ft Now of the roles will be used (the 9ndsrf The tndsK is not noasearily the lowest raft charged by Lender on Its bona. If the Indoor becomes unavailable during the term of this Ipso, Lender may designee a subdiuls index after Hallo" b Borrower. Lender will 11@11 Borrower the Current Indaoc rats upon Borrawoft request Borrower underetands that Lender may make loans based on other rain as well. The mired roe ohm" will not occur more ollen than each Dry. The Wes c wordily is PW mrAWO In = ? raft a b of a be applied per a to mumN unpaid dil( u ? I F e of this NM will cir nowille be hoil sa rob of d rob o this Nole be ?nMe go Millais, mandmum rate allowed by applicable law. PREPAYllrliT. Borrower may pay ail or a portion of the amount owed earlier than N Is due. Early payments will not, unless agreed to by Lender in ? relleve Borrower of Borroweft obligation to continue to make payments of accrued unpaid interest. Ra6wr, they wB reduce the principal LATE CHARM lf a regularly sehaduled 1, Root payment is 16 days ar aloe his, Borrower will be charged &W% of the unpaid pafion of tie aA laded payrrraM. N Lender demands payment of this loam sod Borrower dose not pay the loan wNhin 15 drys afftr Larndr'e Borrower also will be aFrargod 6r0M of go unpaid porgon of the sum of Mte anpatd prleslII plus accrued anpdd brI n I DEFAULT. Borrower will be In do%W If any of ft following happens: (a) Borrower fails to make any paymnrt when due. (b) BonvAr brake any promfee Borrower has made to Lender, or Borrower fab to comply with or to perfam when due any oMer form, obligation, covenant, or condBOn cc Inn ed In this Nob or any agreement re aim d to arts Nob, or in any doer agreement or loan Bonwom has w1h Lender. (e) Borrower dskub under any loon, adonslon of credal, security agreement, purchase or sates agreement, or arty other agnenent, in favor of any dive creditor or person that may endM* OW any of Borrower's property or Borrowers SWW to repay this Nola or perform Dwowar's obligations under this Nob or any of the RAN c' Doeumenla. (d) Any rep "ile n or st ilement mods or furnished b tender by Borrower or on Borrowers behalf is false or mWea ft in any properly, B er makes an asafpnment for the bonMlf c redlla% or any is c P dill is oomn-a - aMm by Borrower or ageirtd Borrower under any banlmuploy or Insolvency lows. (f) Any endllor kin to We any of Borrower's Property on or In which Lender has a lien or security Iniseet. This includes a garnishment of any of Borrawars acounfo with Lender. (g) Any guarantor dies or any of the other svernk dsearlbed In this dolke seolbn occurs with neped to any guarantor of this Not. (h) A malsriai adverse charge occurs in Borrowers firm nolal condition, or Lender believes the prospect of payment or performance of the Indebbdrraen Is Impaired. Q) Lender in good ktih deems %W Insecure. LE DEWS RIGHTS Upon delauk tender may, alir giving such notkes as required by applicable law. declare the arbe u npald principal baknes on this Nob and all accrued unpaid Inierest im medably due, and then Borrower wB pay Mask amount. Upon dsbul, Including faluue to pay upon final maturtiy, Lander, at is option. may also, N permilled under applable low, increase the variable inbred rats on ft Nob b 3.000 percentage point over tha IndoL The knImes! raft YA not sweed the mw mom raft pormilled by applicable tow. Lender may hire or pay someone sloe b help collect this Nolo lf Borrower does not pay. Borrower also will pay Lander that amount. This Includes, subject b any timtls under applicable law, Lender's "Moneys' toes and Lenders legal opmoea whsle or not Marais a kwsuti, knoludirg aNorneys' foes and legal sgenaae for badarupby proceedings (including worts to modify or vocals any aulamlallo stay or injunclion) appeals, and any w*kubd Posyudo - I ootieclbn services. If not prohMuNe 'by applicable law. Borrower alto will pay any court coei, in addtilon to all other snare provided by law. If Ax*r rat ls entered In conneolon wNh this Nob, Irdoreot will ao imps to acmes on this Nole atbr judgment at the Wessel rely applicable to this Nob et the tale "mot is entered. This Nab has boon fidhraed b Lando aft occopled by" ando In Me Cann a 1111 of Pameyhra Is. It also e Is a 1MM"' wns" uW Lama's rmvnd b a dmO b the kwbdk*m of the coate of Pbeedalphb Cow*, Me OommarareaMln of Permayttrada. Thb Nobwhen! be go i n ed by and eorelrwd lnaooordaes wNb fit lasers of Me Caramom - dih of Panneylvarb. RKillfr OF SETOFF. Borrower grants to tender a ocabodual secudly inlarent in, and Hereby assigns, oonvopN detiwrs, pledges, and tend= to Lender all Borrower's fight, tilt and lnlered in and to, Borrower's so=* w1h Lender (wh*w cheokkg, stumps. or some sew socouni), Including w0out timllatian M soooimnis hold joknly with someone aft and all accounts Borroew may open In the future, woehcding however all IRA and Keogh occoun* and all IrW sooounts for which the grant of a security Irrlereet would be prvhibibd by law. Borrower auNrorizes Lender, to the ecderd psi,.~ by applicable law. to charge or mftN all sums owing on tirta Nab against any and all such accourrls. COLLATERAL. TMs Nob is secured by, In addition to any otter collateral, a Morigage and an Assignment of AN Reels daled Seplember 30, 1999, to ahel ern When red a part property ma In Ph kdel his County, Commonwealth of Pennsylvania, all the bums and conditions of which are hreby kroorporated LIE OF C EDIT. This Nole evidences a revolving be of oredl. Advances under this Note may be requesbd orally by Borrower or by an authorized person. All oral requeali shall be confirmed in wrNkg on the day of the request. AN communications„ lrsl ucllore, or dreotions by Wephons or otherwise to Lender are to be diredsd to Lender's office shown above. The following party or pares are auftdmd to m WW advances under the Mme of r, III until Lander receives from Borrower at Lenders address shown above wrtifon notice of revocation of their audhorify: Sown M. Corailuzd, Pr*Mftlt. Borrower agrees to be liable for all sums atiher: (a) advanced In accordance with the In dructiors of an authortted person or (b) credited eorrowar: .Idle deekerra DN&RK§tors, Inc. Lender 0OW 34322 d 6eoi Qefad Ave oo00coo?W 0 R MadalpW PA 19124 JEEM ELECTRONIC c 015 004NI-tNO PROMMSORY NOTE Pep 2 Lott No 503-30038 (ConUnued) b 1011r Of Banowerls aooohsrs WM Lander. The urpold prkholpal balance owkq on Ills Nob at any Mme mein be vAdsnsed by endorsements on this Nob or by I arhdds InterrrM racor is khdfrdrq dally computer p* -ouls. Lender will hew no ELI Ol - n to adwnae funds under Mi Noe P (a) Borrower or any puaranlor Is M d*W under the terns of /rs Nob or any mgnarhsrht that Borrower or any guarantor tae with Lander, khckxbv any apiwiaenI mede in cc solo rh wNh to stprrq of this Nft (b) Borrower or any guarantor assess daft buekess or Is ked vw* (c) ay guarantor seeks, oWms or ollwewtee 0 - gate to lams; molly or eevda such gueantor's gueranM of #6 Nob or any other ken v M Lender; (d) Borrower has SPONd e buts purposes provided punowd to this Nols for t? than those authorized by L?der or (e) Lender in good ldh Beene Meets insecure Lode ft Lander n DAY CLEMNSP FROVRNOIi. R IS UNDERSTOOD THAT THIS CREDIT LINE WILL BE CLOSED OUT FOR A 30 MN" DAY PERIOD ON AN ANNUAL BASIS. ANMML REVIEW. This Ire of ondl Is subprot to annual rehlew and approval per Keystone Financial Barra, N. A. policy. To ledilds Ire, the w.mFuww Will days of the Borr?o ice Medalyear a ? id. ? Financial Bill o I and Tix Returns on bonower and guarantors, wMshdory b the Lander, within 120 ADDITIONAL ENTENTE OF OEFANLT. Each of 1te biowkq ohd be an'Ewnt of Dduff h ominda; (1) Me codunnde d.ny substanlW charge in the lkarholal oonOw of any Borrower, Guenntor, Surety, or Cosigner, which, in to tote on isbte good AM prdpwd of the Larder Is neMrMly a? dcrybon aroulwilargally d of to waste, or dwp In ownership, or the dosolullon, I which Is a owporNl , or Paferat ?, horn the ' powwow ' on aldnic, MR I d1e (t) the ask of w or Guarantor, Surely. or Ooe morg n Lends, P) TMs d % inoaoerdon a adludbdkm d bo inoonpsh ce of any borrower, Guwwdw, Suety. or CoSipw, who is n rAM* person; (4) LIrhlEee. or fh L?orst+ by apMabte b ' LSurely , or te CoSlB rw. at any fts to connecbn with any of 00! redo - AIR04101INT. This Lean wB be Aub Debited from Account i CONMITIONO ON THE LOAN. 1. Keystone Banc, NA WB be the doped" bank for JEM EUdronhies Dlek6ulors, od C Wtaz1, Conkeal, Cord Z Moniry PRY 10 e w1l be autornatlaly elm -1 hem a Keysldre Bank, NA deposit account. 3. NO change in owrsrehtp and or neregemsel of Borrower or C uwwdw. 4. Borrower agmss not to pbdge any of their aesete and not to enter into any other mane ft amsngIsmene wMwut to ehprws wrNbn cased of the 6. Sonwoor shallsubmit eomhpied CPA prepared lkwmW d demente whin 120 days d Masi year end. & Borrower ehol ehdxffl oorparefe tax rehrm wprn 120 days of yaw end. 7. Boomw etaN submit monlMy aging and #eMng d accounts noshrabb and pay" by ft 10th d each monl. ti. Borrower stet submt a momliy borrowkt bap ewMeals to the Bank byte 10th d each month. g. Guerantora shallsubmit peeee>rel income for nNurno with d edhedutee and pereael Irhahctsl elaterrhent by April 3o a each year. 10. Guhrarror (ComMW Pshhaelrp) shell provide ear[ pahnrd tax return and CPA prepared i aneW elaternenfa by Apni 301h of each yaw. 11. Thant vA not be a Ins uaga lee I Ie sere Is paid down b zero for 30 oorseeutre drys. tUI d 1'K on to Idwest 30 day average balance per annum N?ould to ire not be paid to zero for 30 oonescuM days. 12. Cress Delsult on d bare b borrowers and gusranlors. CiEAED1AL PRQ irlIMM. Thb Nbb b payebte on denhand. The' c hi llcn of epeolb ds" prwAft s a dgMs d Leader ebd not prsohrde Lenders dgfd b dsolo a p" not elf Mrs Nbls on Ns demand. Lender hey daisy or forgo ahlaairq arty d Is rW* or nemedss undo Ire Nob wiuwut bsft them. Borrower and any either person who signs, ghararess or erhdases this Nose, to the selent allowed by low. YAM pnewhinhenl, demand for peyrMA prol of and nibs of die ww. Upon arty change in the lama of this Nidb, and cress olhawles erpraee4 sled In wrlNhg, no pally who etpw this Male, whether as molar, guarantor, sooaasodrbn malar or abdomen, shall be released trans IIWByr. All such panes q M that tender hey rwww or ehaend (npesbdy and for any tengl? of Ime) Its loan, or rebate wry pw* or gusnnbr or ooI I I or hopeir, M b reds upon or AN such pales do a0ns OW Lander nay modify' lie teak w?ilhout the contend ad noko b a ao olar tanlha pallywb wfwm the rnoh iB macs. N any porton of Ihte NO Is for any reasah dslendn to be u enfonaable, I wB not afbr t the eddnoeabMy of cry other providers of Ire Nob. CON F B OF AMMIT. BORROWER HEREBY FI EVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERIC OF ANY COIART IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWWRE, TO APPEAR AT ANY TIME FOR BORROWER AFTER A OVALLT UNDER THIS N01E, AND WITH OR WITHOUT COMPLAINT FLED, AS OF ANY TERM, CONFEB6 OR ENTER JUDGMENT AGAINST BORROWER FOR THE ENTIRE PRINCIPAL BALANCE OF THIS NOTE. ALL ACCRUED INTEREST. LATE CHARGE. AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECLFMNG THIS NOTE TOGETHM WITH INTEREST ON SUCH AMOUNTS, TOSEYHER WITH COSTS OF SILT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10%) OF THE UNPAID PRINCIPAL. BALANCE AND ACCRUED NTEREBT FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DO11ARS ONCE) ON WHICH JUDGMENT OR JUDOMSMS ONE OR MORE DECUTIONIS MAY ISSUE IMAVOIATELY; AND FOR 80 DOING. THIS NOTE OR A COPY OF THIS NOTE V BWW BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRUNTED IN THIS NOTE TO CONFESS JUDGMENT AGAINST BORROWER SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY. BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES tUNTL PAYMENT' IN FULL OF ALL AMOUNTS ME UNDER THIS NOTE. BORROWER HEREBY WAIVES ANY RIGHT BORROWER MAY HAVE TO NOTICE OR TO A FEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT. EXCEPT ANY NOTICE ANDJOR HEAR INIB NWRED UNDER APPLICABLE LAW WITH RESPECT TO EXECUTION OF THE IUDGMENiT. AND STATES THAT OTHER A RE P1 WNTATNE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO BORROWERS ATTENTION OR BORROWER HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. EXHIBIT "B" COMMERCIAL GUARANTY ? tncipat Loafs Date Maturity Loan ft Li tt CvNatetral 4ccoun# b#ti ? Ffnffiws Comm SEC 134322 wM402 ....... ....... References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item Borrower: JEM Electronics Distributors, Inc. Lender: Keystone Financial Bank, N.A. 5401 Oxford Avenue Somerton Community Office Philadelphia, PA 19124 10819 Bustelton Avenue Philadelphia, PA 19116 Guarantor: Coraluzzi, Coraluzzi, Coraluzzi Partnership 5401 Oxford Avenue Philadelphia, PA 08081 AMOUNT OF GUARANTY. The amount of this Guaranty is Unlimited. CONTINUING UNLIMITED GUARANTY. For good and valuable consideration, Coraluzzi, Coraluzzi, Coraluzzi Partnership ("Guarantor") absolutely and unconditionally guarantees and promises to pay to Keystone Financial Bank, N.A. ("Lender") or Its order, on demand, In legal tender of the United States of America, the Indebtedness (as that term Is defined below) of JEM Electronics Distributors, Inc. ("Borrower") to Lender on the terms and conditions set forth in this Guaranty. Under this Guaranty, the liability of Guarantor is unlimited and the obligations of Guarantor are continuing. DEFINITIONS. The following words shall have the following meanings when used in this Guaranty: Borrower. The word "Borrower" means JEM Electronics Distributors, Inc.. Guarantor. The word "Guarantor" means Coraluzzi, Coraluzzi, Coraluzzi Partnership. Guaranty. The word "Guaranty" means this Guaranty made by Guarantor for the benefit of Lender dated September 30, 1999. Indebtedness. The word "Indebtedness" is used in its most comprehensive sense and means and includes any and all of Borrower's liabilities, obligations, debts, and indebtedness to Lender, now existing or hereinafter incurred or created, including, without limitation, all loans, advances, interest, costs, debts, overdraft indebtedness, credit card indebtedness, lease obligations, other obligations, and liabilities of Borrower, or any of them, and any present or future judgments against Borrower, or any of them; and whether any such Indebtedness is voluntarily or involuntarily incurred, due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined; whether Borrower may be liable individually or jointly with others, or primarily or secondarily, or as guarantor or surety; whether recovery on the Indebtedness may be or may become barred or unenforceable against Borrower for any reason whatsoever; and whether the Indebtedness arises from transactions which may be voidable on account of infancy, insanity, ultra vires, or otherwise. Lender. The word "Lender" means Keystone Financial Bank, N.A., its successors and assigns. Related Documents. The words "Related Documents" mean and include without limitation all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness. MAXIMUM LIABILITY. The maximum liability of Guarantor under this Guaranty shall be unlimited. NATURE OF GUARANTY. Guarantor's liability under this Guaranty shall be open and continuous for so long as this Guaranty remains in force. Guarantor intends to guarantee at all times the performance and prompt payment when due, whether at maturity or earlier by reason of acceleration or otherwise, of all Indebtedness. Accordingly, no payments made upon the Indebtedness will discharge or diminish the continuing liability of Guarantor in connection with any remaining portions of the Indebtedness or any of the Indebtedness which subsequently arises or is thereafter incurred or contracted. DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender, or any notice to Guarantor or to Borrower, and will continue in full force until all Indebtedness incurred or contracted before receipt by Lender of any notice of revocation shall have been fully and finally paid and satisfied and all other obligations of Guarantor under this Guaranty shall have been performed in full. If Guarantor elects to revoke this Guaranty, Guarantor may only do so in writing. Guarantor's written notice of revocation must be mailed to Lender, by certified mail, at the address of Lender listed above or such other place as Lender may designate in writing. Written revocation of this Guaranty will apply only to advances or new Indebtedness created after actual receipt by Lender of Guarantor's written revocation. For this purpose and without limitation, the term "new Indebtedness" does not include Indebtedness which at the time of notice of revocation is contingent, unliquidated, undetermined or not due and which later becomes absolute, liquidated, determined or due. This Guaranty will continue to bind Guarantor for all Indebtedness incurred by Borrower or committed by Lender prior to receipt of Guarantor's written notice of revocation, including any extensions, renewals, substitutions or modifications of the Indebtedness. All renewals, extensions, substitutions, and modifications of the Indebtedness granted after Guarantor's revocation, are contemplated under this Guaranty and, specifically will not be considered to be new Indebtedness. This Guaranty shall bind the estate of Guarantor as to Indebtedness created both before and after the death or incapacity of Guarantor, regardless of Lender's actual notice of Guarantor's death. Subject to the foregoing, Guarantor's executor or administrator or other legal representative may terminate this Guaranty in the same manner in which Guarantor might have terminated it and with the same effect. Release of any other guarantor or termination of any other guaranty of the Indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation received by Lender from any one or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. It Is anticipated that fluctuations may occur In the aggregate amount of Indebtedness covered by this Guaranty, and it is specifically acknowledged and agreed by Guarantor that reductions in the amount of Indebtedness, even to zero dollars ($0.00), prior to written revocation of this Guaranty by Guarantor shall not constitute a termination of this Guaranty. This Guaranty is binding upon Guarantor and Guarantor's heirs, successors and assigns so long as any of the guaranteed Indebtedness remains unpaid and even though the Indebtedness guaranteed may from time to time be zero dollars ($0.00). GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, either before or after any revocation hereof, without notice or demand and without lessening Guarantor's liability under this Guaranty, from time to time: (a) prior to revocation as set forth above, to make one or more additional secured or unsecured loans to Borrower, to lease equipment or other goods to Borrower, or otherwise to extend additional credit to Borrower; (b) to alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of the Indebtedness or any part of the Indebtedness, including increases and decreases of the rate of interest on the Indebtedness; extensions may be repeated and may be for longer than the original loan term; (c) to take and hold security for the payment of this Guaranty or the Indebtedness, and exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any such security, with or without the substitution of new collateral; (d) to release, substitute, agree not to sue, or deal with any one or more of Borrower's sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; (e) to determine how, when and what application of payments and credits shall be made on the Indebtedness; (f) to apply such security and direct the order or manner of sale thereof, 6-30-199' COMMERCIAL GUARANTY Page 2 Loarl No 503-30038 (Continued) inc lulling without limitation, any nonjudicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; (g) to sell, transfer, assign, or grant participations in all or any part of the Indebtedness; and (h) to assign or transfer this Guaranty in whole or in part. GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that (a) no representations or agreements of any kind h,3ve been made to Guarantor which would limit or quality in any way the terms of this Guaranty; (b) this Guaranty is executed at Borrower's recuest and not at the request of Lender; (c) Guarantor has full power, right and authority to enter into this Guaranty; (d) the provisions of this. Giaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (e) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (f) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present the financial condition of Guarantor as of the dates the financial information is provided; (g) no material adverse change has occurred in Guarantor's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (h) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (i) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (j) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower. GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (a) to continue lending money or to extend other credit to Borrower; (b) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (c) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (d) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (e) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (f) to pursue any other remedy within Lender's power; or (g) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. If now or hereafter (a) Borrower shall be or become insolvent, and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes in favor of Lender and Borrower, and their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (a) any "one action" or "anti-deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (b) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (c) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (d) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (e) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (f) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both. GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees that each of the waivers set forth above is made with Guarantor's full knowledge of its significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to public policy or law. If any such waiver is determined to be contrary to any applicable law or public policy, such waiver shall be effective only to the extent permitted by law or public policy. LENDER'S RIGHT OF SETOFF. In addition to all liens upon and rights of setoff against the moneys, securities or other property of Guarantor given to Lender by law, Lender shall have, with respect to Guarantor's obligations to Lender under this Guaranty and to the extent permitted by law, a contractual security interest in and a right of setoff against, and Guarantor hereby assigns, conveys, delivers, pledges, and transfers to Lender all of Guarantor's right, title and interest in and to, all deposits, moneys, securities and other property of Guarantor now or hereafter in the possession of or on deposit with Lender, whether held in a general or special account or deposit, whether held jointly with someone else, or whether held for safekeeping or otherwise, excluding however all IRA, Keogh, and trust accounts. Every such security interest and right of setoff may be exercised without demand upon or notice to Guarantor. No security interest or right of setoff shall be deemed to have been waived by any act or conduct on the part of Lender or by any neglect to exercise such right of setoff or to enforce such security interest or by any delay in so doing. Every right of setoff and security interest shall continue in full force and effect until such right of setoff or security interest is specifically waived or released by an instrument in writing executed by Lender. SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the Indebtedness of Borrower to Lender, whether now existing or hereafter created, shall be prior to any claim that Guarantor may now have or hereafter acquire against Borrower, whether or not Borrower becomes insolvent. Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower, upon any account whatsoever, to any claim that Lender may now or hereafter have against Borrower. In the event of insolvency and consequent liquidation of the assets of Borrower, through bankruptcy, by an assignment for the benefit of creditors, by voluntary liquidation, or otherwise, the assets of Borrower applicable to the payment of the claims of both Lender and Guarantor shall be paid to Lender and shall be first applied by Lender to the Indebtedness of Borrower to Lender. Guarantor does hereby assign to Lender all claims which it may have or acquire against Borrower or against any assignee or trustee in bankruptcy of Borrower; provided however, that such assignment shall be effective only for the purpose of assuring to Lender full payment in legal tender of the Indebtedness. If Lender so requests, any notes or credit agreements now or hereafter evidencing any debts or obligations of Borrower to Guarantor shall be marked with a legend that the same are subject to this Guaranty and shall be delivered to Lender. Guarantor agrees, and Lender hereby is authorized, in the name of Guarantor, from time to time to execute and file financing statements and continuation statements and to execute such other documents and to take such other actions as Lender deems necessary or appropriate to perfect, preserve and enforce its rights under this 09-30-1999 COMMERCIAL GUARANTY Page 3 Loan No 503-30038 (Continued) Guaranty. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Guaranty: Amendments. This Guaranty, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Guaranty. No alteration of or amendment to this Guaranty shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Applicable Law. This Guaranty has been delivered to Lender and accepted by Lender in the Commonwealth of Pennsylvania. if there is a lawsuit, Guarantor agrees upon Lender's request to submit to the jurisdiction of the courts of Philadelphia County, Commonwealth of Pennsylvania. This Guaranty shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania. Attorneys' Fees; Expenses. Guarantor agrees to pay upon demand all of Lender's costs and expenses, including attorneys' fees and Lender's legal expenses, incurred in connection with the enforcement of this Guaranty. Lender may pay someone else to help enforce this Guaranty, and Guarantor shall pay the costs and expenses of such enforcement. Costs and expenses include Lender's attorneys' fees and legal expenses whether or not there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (and including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services. Guarantor also shall pay all court costs and such additional fees as may be directed by the court. Notices. All notices required to be given by either party to the other under this Guaranty shall be in writing, may be sent by telefacsimile (unless otherwise required by law), and, except for revocation notices by Guarantor, shall be effective when actually delivered or when deposited with a nationally recognized overnight courier, or when deposited in the United States mail, first class postage prepaid, addressed to the party to whom the notice is to be given at the address shown above or to such other addresses as either party may designate to the other in writing. All revocation notices by Guarantor shall be in writing and shall be effective only upon delivery to Lender as provided above in the section titled "DURATION OF GUARANTY." If there is more than one Guarantor, notice to any Guarantor will constitute notice to all Guarantors. For notice purposes, Guarantor agrees to keep Lender informed at all times of Guarantor's current address. Interpretation. In all cases where there is more than one Borrower or Guarantor, then all words used in this Guaranty in the singular shall be deemed to have been used in the plural where the context and construction so require; and where there is more than one Borrower named in this Guaranty or when this Guaranty is executed by more than one Guarantor, the words "Borrower" and "Guarantor" respectively shall mean all and any one or more of them. The words "Guarantor," "Borrower," and "Lender" include the heirs, successors, assigns, and transferees of each of them. Caption headings in this Guaranty are for convenience purposes only and are not to be used to interpret or define the provisions of this Guaranty. If a court of competent jurisdiction finds any provision of this Guaranty to be invalid or unenforceable as to any person or circumstance, such finding shall not render that provision invalid or unenforceable as to any other persons or circumstances, and all provisions of this Guaranty in all other respects shall remain valid and enforceable. If any one or more of Borrower or Guarantor are corporations or partnerships, it is not necessary for Lender to inquire into the powers of Borrower or Guarantor or of the officers, directors, partners, or agents acting or purporting to act on, their behalf, and any Indebtedness made or created in reliance upon the professed exercise of such powers shall be guaranteed under this Guaranty. Waiver. Lender shall not be deemed to have waived any rights under this Guaranty unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Guaranty shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Guaranty. No prior waiver by Lender, nor any course of dealing between Lender and Guarantor, shall constitute a waiver of any of Lender's rights or of any of Guarantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Guaranty, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender. CONFESSION OF JUDGMENT. GUARANTOR HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR GUARANTOR AFTER A DEFAULT UNDER THIS GUARANTY, AND WITH OR WITHOUT COMPLAINT FILED, AS OF ANY TERM, CONFESS OR ENTER JUDGMENT AGAINST GUARANTOR FOR THE ENTIRE PRINCIPAL BALANCE OF THIS GUARANTY, ALL ACCRUED INTEREST, LATE CHARGES, AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THE INDEBTEDNESS TOGETHER WITH INTEREST ON SUCH AMOUNTS, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10%) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS ($500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS GUARANTY OR A COPY OF THIS GUARANTY VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS GUARANTY TO CONFESS JUDGMENT AGAINST GUARANTOR SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS GUARANTY. GUARANTOR HEREBY WAIVES ANY RIGHT GUARANTOR MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT, EXCEPT ANY NOTICE AND/OR HEARING REQUIRED UNDER APPLICABLE LAW WITH RESPECT TO EXECUTION OF THE JUDGMENT, AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO GUARANTOR'S ATTENTION OR GUARANTOR HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES TO ITS TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH IN THE SECTION TITLED "DURATION OF GUARANTY." NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY IS DATED SEPTEMBER 30, 1999. THIS GUARANTY HAS BEEN SIGNED AND SEALED BY THE UNDERSIGNED. GUARANTOR: Coraluzzi, Coraluzzi, Coraluzzf Partnership By: d 7w {Si"Al.) Daniel F. Coraluzzi, Sr., Gene artr a By: Daniel F. Coraluzzi, Jr. by tto ey in fact Daniel F Coraluzzi, Sr., General Partner 09-30-1999 COMMERCIAL GUARANTY Page 4 Loan No 503-300;8 (Continued) By: Steven M. Coral) LASER PRO, Reg. U.S. Pat. & T.M. Off., Ver. 3.-M41999 CFI ProServices, Inc. All rights reserved. (PA-E20A E3.27 F3.27 P3.27 JEMI.LN C41.OVL) COMMERCIAL GUARANTY Prfn pat Loan Dante Matur y loan No Ca0t ijirzt rat ACCOU >t b cer 1n? ials ' GQ M SEC 13 3 2 WM482 References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Borrower: JEM Electronics Distributors, Inc. 5401 Oxford Avenue Philadelphia, PA 19124 Lender: Keystone Financial Bank, N.A. Somerton Community Office 10819 Bustelton Avenue Philadelphia, PA 19116 Guarantor: Steven M. Coraluzzi 6 Pennsgrove Court Sicklerville, NJ 08081 AMOUNT OF GUARANTY. The amount of this Guaranty is Unlimited. CONTINUING UNLIMITED GUARANTY. For good and valuable consideration, Steven M. Coraluzzi ("Guarantor") absolutely and unconditionally guarantees and promises to pay to Keystone Financial Bank, N.A. ("Lender") or its order, on demand, in legal tender of the United States of America, the Indebtedness (as that term is defined below) of JEM Electronics Distributors, Inc. ("Borrower") to Lender on the terms and conditions set forth in this Guaranty. Under this Guaranty, the liability of Guarantor is unlimited and the obligations of Guarantor are continuing. DEFINITIONS. The following words shall have the following meanings when used in this Guaranty: Borrower. The word "Borrower" means JEM Electronics Distributors, Inc.. Guarantor. The word "Guarantor" means Steven M. Coraluzzi. Guaranty. The word "Guaranty" means this Guaranty made by Guarantor for the benefit of Lender dated September 30, 1999. Indebtedness. The word "Indebtedness" is used in its most comprehensive sense and means and includes any and all of Borrower's liabilities, obligations, debts, and indebtedness to Lender, now existing or hereinafter incurred or created, including, without limitation, all loans, advances, interest, costs, debts, overdraft indebtedness, credit card indebtedness, lease obligations, other obligations, and liabilities of Borrower, or any of them, and any present or future judgments against Borrower, or any of them; and whether any such Indebtedness is voluntarily or involuntarily incurred, due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined; whether Borrower may be liable individually or jointly with others, or primarily or secondarily, or as guarantor or surety; whether recovery on the Indebtedness may be or may become barred or unenforceable against Borrower for any reason whatsoever; and whether the Indebtedness arises from transactions which may be voidable on account of infancy, insanity, ultra vires, or otherwise. Lender. The word "Lender" means Keystone Financial Bank, N.A., its successors and assigns. Related Documents. The words "Related Documents" mean and include without limitation all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness. NATURE OF GUARANTY. Guarantor's liability under this Guaranty shall be open and continuous for so long as this Guaranty remains in force. Guarantor intends to guarantee at all times the performance and prompt payment when due, whether at maturity or earlier by reason of acceleration or otherwise, of all Indebtedness. Accordingly, no payments made upon the Indebtedness will discharge or diminish the continuing liability of Guarantor in connection with any remaining portions of the Indebtedness or any of the Indebtedness which subsequently arises or is thereafter incurred or contracted. DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender, or any notice to Guarantor or to Borrower, and will continue in full force until all Indebtedness incurred or contracted before receipt by Lender of any notice of revocation shall have been fully and finally paid and satisfied and all other obligations of Guarantor under this Guaranty shall have been performed in full. If Guarantor elects to revoke this Guaranty, Guarantor may only do so in writing. Guarantor's written notice of revocation must be mailed to Lender, by certified mail, at the address of Lender listed above or such other place as Lender may designate in writing. Written revocation of this Guaranty will apply only to advances or new Indebtedness created after actual receipt by Lender of Guarantor's written revocation. For this purpose and without limitation, the term "new Indebtedness" does not include Indebtedness which at the time of notice of revocation is contingent, unliquidated, undetermined or not due and which later becomes absolute, liquidated, determined or due. This Guaranty will continue to bind Guarantor for all Indebtedness incurred by Borrower or committed by Lender prior to receipt of Guarantor's written notice of revocation, including any extensions, renewals, substitutions or modifications of the Indebtedness. All renewals, extensions, substitutions, and modifications of the Indebtedness granted after Guarantor's revocation, are contemplated under this Guaranty and, specifically will not be considered to be new Indebtedness. This Guaranty shall bind the estate of Guarantor as to Indebtedness created both before and after the death or incapacity of Guarantor, regardless of Lender's actual notice of Guarantor's death. Subject to the foregoing, Guarantor's executor or administrator or other legal representative may terminate this Guaranty in the same manner in which Guarantor might have terminated it and with the same effect. Release of any other guarantor or termination of any other guaranty of the Indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation received by Lender from any one or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. It Is anticipated that fluctuations may occur in the aggregate amount of Indebtedness covered by this Guaranty, and It is specifically acknowledged and agreed by Guarantor that reductions in the amount of Indebtedness, even to zero dollars ($0.00), prior to written revocation of this Guaranty by Guarantor shall not constitute a termination of this Guaranty. This Guaranty Is binding upon Guarantor and Guarantor's heirs, successors and assigns so long as any of the guaranteed Indebtedness remains unpaid and even though the Indebtedness guaranteed may from time to time be zero dollars ($0.00). GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, either before or after any revocation hereof, without notice or demand and without lessening Guarantor's liability under this Guaranty, from time to time: (a) prior to revocation as set forth above, to make one or more additional secured or unsecured loans to Borrower, to lease equipment or other goods to Borrower, or otherwise to extend additional credit to Borrower; (b) to alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of the Indebtedness or any part of the Indebtedness, Including Increases and decreases of the rate of interest on the Indebtedness; extensions may be repeated and may be for longer than the original loan term; (c) to take and hold security for the payment of this Guaranty or the Indebtedness, and exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any such security, with or without the substitution of new collateral; (d) to release, substitute, agree not to sue, or deal with any one or more of Borrower's sureties, endorsers, or other guarantors on any terms or In any manner Lender may choose; (e) to determine how, when and what application of payments and credits shall be made on the Indebtedness; (f) to apply such security and direct the order or manner of sale thereof, including without limitation, any nonjudicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in Its discretion may determine; (g) to sell, transfer, assign, or grant participations in all or any part of the Indebtedness; and (h) to assign or p 09-30-1999 COMMERCIAL GUARANTY Page 2 Loan No 503-30038 (Continued) transfer this Guaranty in whole or In part. GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that (a) no representations or agreements of any kind have been made to Guarantor which would limit or quality in any way the terms of this Guaranty; (b) this Guaranty is executed at Borrower's request and not at the request of Lender; (c) Guarantor has full power, right and authority to enter into this Guaranty; (d) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (e) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (f) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present the financial condition of Guarantor as of the dates the financial information is provided; (g) no material adverse change has occurred in Guarantor's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (h) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (i) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (j) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower. GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (a) to continue lending money or to extend other credit to Borrower; (b) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (c) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (d) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (e) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (f) to pursue any other remedy within Lender's power; or (g) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. If now or hereafter (a) Borrower shall be or become insolvent, and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes in favor of Lender and Borrower, and their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (a) any "one action" or "anti-deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (b) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (c) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (d) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (e) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (f) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both. GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees that each of the waivers set forth above is made with Guarantor's full knowledge of its significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to public policy or law. If any such waiver is determined to be contrary to any applicable law or public policy, such waiver shall be effective only to the extent permitted by law or public policy. LENDER'S RIGHT OF SETOFF. In addition to all liens upon and rights of setoff against the moneys, securities or other property of Guarantor given to Lender by law, Lender shall have, with respect to Guarantor's obligations to Lender under this Guaranty and to the extent permitted by law, a contractual security interest in and a right of setoff against, and Guarantor hereby assigns, conveys, delivers, pledges, and transfers to Lender all of Guarantor's right, title and interest in and to, all deposits, moneys, securities and other property of Guarantor now or hereafter in the possession of or on deposit with Lender, whether held in a general or special account or deposit, whether held jointly with someone else, or whether held for safekeeping or otherwise, excluding however all IRA, Keogh, and trust accounts. Every such security interest and right of setoff may be exercised without demand upon or notice to Guarantor. No security interest or right of setoff shall be deemed to have been waived by any act or conduct on the part of Lender or by any neglect to exercise such right of setoff or to enforce such security interest or by any delay in so doing. Every right of setoff and security interest shall continue in full force and effect until such right of setoff or security interest is specifically waived or released by an instrument in writing executed by Lender. SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the Indebtedness of Borrower to Lender, whether now existing or hereafter created, shall be prior to any claim that Guarantor may now have or hereafter acquire against Borrower, whether or not Borrower becomes insolvent. Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower, upon any account whatsoever, to any claim that Lender may now or hereafter have against Borrower. In the event of insolvency and consequent liquidation of the assets of Borrower, through bankruptcy, by an assignment for the benefit of creditors, by voluntary liquidation, or otherwise, the assets of Borrower applicable to the payment of the claims of both Lender and Guarantor shall be paid to Lender and shall be first applied by Lender to the Indebtedness of Borrower to Lender. Guarantor does hereby assign to Lender all claims which it may have or acquire against Borrower or against any assignee or trustee in bankruptcy of Borrower; provided however, that such assignment shall be effective only for the purpose of assuring to Lender full payment in legal tender of the Indebtedness. If Lender so requests, any notes or credit agreements now or hereafter evidencing any debts or obligations of Borrower to Guarantor shall be marked with a legend that the same are subject to this Guaranty and shall be delivered to Lender. Guarantor agrees, and Lender hereby is authorized, in the name of Guarantor, from time to time to execute and file financing statements and continuation statements and to execute such other documents and to take such other actions as Lender deems necessary or appropriate to perfect, preserve and enforce its rights under this Guaranty. 09.-30-1999 COMMERCIAL GUARANTY Page 3 Foan No 503-30038 (Continued) MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Guaranty: Amendments. This Guaranty, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Guaranty. No alteration of or amendment to this Guaranty shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Applicable Law. This Guaranty has been delivered to Lender and accepted by Lender in the Commonwealth of Pennsylvania. If there is a lawsuit, Guarantor agrees upon Lender's request to submit to the jurisdiction of the courts of Philadelphia County, Commonwealth of Pennsylvania. This Guaranty shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania. Attorneys' Fees; Expenses. Guarantor agrees to pay upon demand all of Lender's costs and expenses, including attorneys' fees and Lender's legal expenses, incurred in connection with the enforcement of this Guaranty. Lender may pay someone else to help enforce this Guaranty, and Guarantor shall pay the costs and expenses of such enforcement. Costs and expenses include Lender's attorneys' fees and legal expenses whether or not there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (and including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services. Guarantor also shall pay all court costs and such additional fees as may be directed by the court. Notices. All notices required to be given by either party to the other under this Guaranty shall be in writing, may be sent by telefacsimile (unless otherwise required by law), and, except for revocation notices by Guarantor, shall be effective when actually delivered or when deposited with a nationally recognized overnight courier, or when deposited in the United States mail, first class postage prepaid, addressed to the party to whom the notice is to be given at the address shown above or to such other addresses as either party may designate to the other in writing. All revocation notices by Guarantor shall be in writing and shall be effective only upon delivery to Lender as provided above in the section titled "DURATION OF GUARANTY" If there is more than one Guarantor, notice to any Guarantor will constitute notice to all Guarantors. For notice purposes, Guarantor agrees to keep Lender informed at all times of Guarantor's current address. Interpretation. In all cases where there is more than one Borrower or Guarantor, then all words used in this Guaranty in the singular shall be deemed to have been used in the plural where the context and construction so require; and where there is more than one Borrower named in this Guaranty or when this Guaranty is executed by more than one Guarantor, the words "Borrower" and "Guarantor" respectively shall mean all and any one or more of them. The words "Guarantor," "Borrower," and "Lender" include the heirs, successors, assigns, and transferees of each of them. Caption headings in this Guaranty are for convenience purposes only and are not to be used to interpret or define the provisions of this Guaranty. If a court of competent jurisdiction finds any provision of this Guaranty to be invalid or unenforceable as to any person or circumstance, such finding shall not render that provision invalid or unenforceable as to any other persons or circumstances, and all provisions of this Guaranty in all other respects shall remain valid and enforceable. If any one or more of Borrower or Guarantor are corporations or partnerships, it is not necessary for Lender to inquire into the powers of Borrower or Guarantor or of the officers, directors, partners, or agents acting or purporting to act on their behalf, and any Indebtedness made or created in reliance upon the professed exercise of such powers shall be guaranteed under this Guaranty. Waiver. Lender shall not be deemed to have waived any rights under this Guaranty unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Guaranty shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Guaranty. No prior waiver by Lender, nor any course of dealing between Lender and Guarantor, shall constitute a waiver of any of Lender's rights or of any of Guarantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Guaranty, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender. CONFESSION OF JUDGMENT. GUARANTOR HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR GUARANTOR AFTER A DEFAULT UNDER THIS GUARANTY, AND WITH OR WITHOUT COMPLAINT FILED, AS OF ANY TERM, CONFESS OR ENTER JUDGMENT AGAINST GUARANTOR FOR THE ENTIRE PRINCIPAL BALANCE OF THIS GUARANTY, ALL ACCRUED INTEREST, LATE CHARGES, AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THE INDEBTEDNESS TOGETHER WITH INTEREST ON SUCH AMOUNTS, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10%) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS ($500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS GUARANTY OR A COPY OF THIS GUARANTY VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS GUARANTY TO CONFESS JUDGMENT AGAINST GUARANTOR SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS GUARANTY. GUARANTOR HEREBY WAIVES ANY RIGHT GUARANTOR MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT, EXCEPT ANY NOTICE AND/OR HEARING REQUIRED UNDER APPLICABLE LAW WITH RESPECT TO EXECUTION OF THE JUDGMENT, AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO GUARANTOR'S ATTENTION OR GUARANTOR HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES TO ITS TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH IN THE SECTION TITLED "DURATION OF GUARANTY." NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY IS DATED SEPTEMBER 30,1999. THIS GUARANTY HAS BEEN SIGNED AND SEALED BY THE UNDERSIGNED. LASER PRO, Reg. U.S. Pat. 8 T.M. Off., \ Ter. 3.27a (c)1999 CFI Inc. All rights reserved. [PA-E20 E3.27 F3.27 P3.27 JEMI.LN C41.OVL1 COMMERCIAL GUARANTY Principal Loan Date Maturity Loan No Gait CQMM Collateral SEC Account 134322 Officer WM482 Initials References in the shaded area are for Lender's use only and do not limit the applicability of this document to any articular loan or item. Borrower: JEM Electronics Distributors, Inc. 5401 Oxford Avenue Philadelphia, PA 19124 Lender: Keystone Financial Bank, N.A. Somerton Community Office 10819 Bustelton Avenue Philadelphia, PA 19116 Guarantor: Diane Coraluzzi 6 Pennsgrove Court Sicklerville, NJ 08081 AMOUNT OF GUARANTY. The amount of this Guaranty Is Unlimited. CONTINUING UNLIMITED GUARANTY. For good and valuable consideration, Diane Coraluzzi ("Guarantor") absolutely and unconditionally guarantees and promises to pay to Keystone Financial Bank, N.A. ("Lender") or its order, on demand, in legal tender of the United States of America, the Indebtedness (as that term is defined below) of JEM Electronics Distributors, Inc. ("Borrower") to Lender on the terms and conditions set forth in this Guaranty. Under this Guaranty, the liability of Guarantor is unlimited and the obligations of Guarantor are continuing. DEFINITIONS. The following words shall have the following meanings when used in this Guaranty: Borrower. The word "Borrower" means JEM Electronics Distributors, Inc.. Guarantor. The word "Guarantor" means Diane Coraluzzi. Guaranty. The word "Guaranty" means this Guaranty made by Guarantor for the benefit of Lender dated September 30, 1999. Indebtedness. The word "Indebtedness" is used in its most comprehensive sense and means and includes any and all of Borrower's liabilities, obligations, debts, and indebtedness to Lender, now existing or hereinafter incurred or created, including, without limitation, all loans, advances, interest, costs, debts, overdraft indebtedness, credit card indebtedness, lease obligations, other obligations, and liabilities of Borrower, or any of them, and any present or future judgments against Borrower, or any of them; and whether any such Indebtedness is voluntarily or involuntarily incurred, due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined; whether Borrower may be liable individually or jointly with others, or primarily or secondarily, or as guarantor or surety; whether recovery on the Indebtedness may be or may become barred or unenforceable against Borrower for any reason whatsoever; and whether the Indebtedness arises from transactions which may be voidable on account of infancy, insanity, ultra vires, or otherwise. Lender. The word "Lender" means Keystone Financial Bank, N.A., its successors and assigns. Related Documents. The words "Related Documents" mean and include without limitation all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness. NATURE OF GUARANTY. Guarantor's liability under this Guaranty shall be open and continuous for so long as this Guaranty remains in force. Guarantor intends to guarantee at all times the performance and prompt payment when due, whether at maturity or earlier by reason of acceleration or otherwise, of all Indebtedness. Accordingly, no payments made upon the Indebtedness will discharge or diminish the continuing liability of Guarantor in connection with any remaining portions of the Indebtedness or any of the Indebtedness which subsequently arises or is thereafter incurred or contracted. DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender, or any notice to Guarantor or to Borrower, and will continue in full force until all Indebtedness incurred or contracted before receipt by Lender of any notice of revocation shall have been fully and finally paid and satisfied and all other obligations of Guarantor under this Guaranty shall have been performed in full. If Guarantor elects to revoke this Guaranty, Guarantor may only do so in writing. Guarantor's written notice of revocation must be mailed to Lender, by certified mail, at the address of Lender listed above or such other place as Lender may designate in writing. Written revocation of this Guaranty will apply only to advances or new Indebtedness created after actual receipt by Lender of Guarantor's written revocation. For this purpose and without limitation, the term "new Indebtedness" does not include Indebtedness which at the time of notice of revocation is contingent, unliquidated, undetermined or not due and which later becomes absolute, liquidated, determined or due. This Guaranty will continue to bind Guarantor for all Indebtedness incurred by Borrower or committed by Lender prior to receipt of Guarantor's written notice of revocation, including any extensions, renewals, substitutions or modifications of the Indebtedness. All renewals, extensions, substitutions, and modifications of the Indebtedness granted after Guarantor's revocation, are contemplated under this Guaranty and, specifically will not be considered to be new Indebtedness. This Guaranty shall bind the estate of Guarantor as to Indebtedness created both before and after the death or incapacity of Guarantor, regardless of Lender's actual notice of Guarantor's death. Subject to the foregoing, Guarantor's executor or administrator or other legal representative may terminate this Guaranty in the same manner in which Guarantor might have terminated it and with the same effect. Release of any other guarantor or termination of any other guaranty of the Indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation received by Lender from any one or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. It Is anticipated that fluctuations may occur In the aggregate amount of Indebtedness covered by this Guaranty, and It is specifically acknowledged and agreed by Guarantor that reductions in the amount of Indebtedness, even to zero dollars ($0.00), prior to written revocation of this Guaranty by Guarantor shall not constitute a termination of this Guaranty. This Guaranty is binding upon Guarantor and Guarantor's heirs, successors and assigns so long as any of the guaranteed Indebtedness remains unpaid and even though the Indebtedness guaranteed may from time to time be zero dollars ($0.00). GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, either before or after any revocation hereof, without notice or demand and without lessening Guarantor's liability under this Guaranty, from time to time: (a) prior to revocation as set forth above, to make one or more additional secured or unsecured loans to Borrower, to lease equipment or other goods to Borrower, or otherwise to extend additional credit to Borrower; (b) to alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of the Indebtedness or any part of the Indebtedness, including increases and decreases of the rate of interest on the Indebtedness; extensions may be repeated and may be for longer than the original loan term; (c) to take and hold security for the payment of this Guaranty or the Indebtedness, and exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any such security, with or without the substitution of new collateral; (d) to release, substitute, agree not to sue, or deal with any one or more of Borrower's sureties, endorsers, or other guarantors on any terms or In any manner Lender may choose; (e) to determine how, when and what application of payments and credits shall be made on the indebtedness; (f) to apply such security and direct the order or manner of sale thereof, including without limitation, any nonjudicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; (g) to sell, transfer, assign, or grant participations in all or any part of the Indebtedness; and (h) to assign or Jt 6?.= 09-30-1999 COMMERCIAL GUARANTY Loan No 503-30038 (Continued) Page 2 transfer this Guaranty in whole or in part. GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that (a) no representations or agreements of any kind have been made to Guarantor which would limit or quality in any way the terms of this Guaranty; (b) this Guaranty is executed at Borrower's request and not at the request of Lender; (c) Guarantor has full power, right and authority to enter into this Guaranty; (d) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (e) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (f) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present the financial condition of Guarantor as of the dates the financial information is provided; (g) no material adverse change has occurred in Guarantor's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (h) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (i) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and Q) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower. GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (a) to continue lending money or to extend other credit to Borrower; (b) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (c) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (d) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (e) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (f) to pursue any other remedy within Lender's power; or (g) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. If now or hereafter (a) Borrower shall be or become insolvent, and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes in favor of Lender and Borrower, and their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (a) any "one action" or "anti-deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (b) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (c) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (d) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (e) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (f) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both. GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees that each of the waivers set forth above is made with Guarantor's full knowledge of its significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to public policy or law. If any such waiver is determined to be contrary to any applicable law or public policy, such waiver shall be effective only to the extent permitted by law or public policy. LENDER'S RIGHT OF SETOFF. In addition to all liens upon and rights of setoff against the moneys, securities or other property of Guarantor given to Lender by law, Lender shall have, with respect to Guarantor's obligations to Lender under this Guaranty and to the extent permitted by law, a contractual security interest in and a right of setoff against, and Guarantor hereby assigns, conveys, delivers, pledges, and transfers to Lender all of Guarantor's right, title and interest in and to, all deposits, moneys, securities and other property of Guarantor now or hereafter in the possession of or on deposit with Lender, whether held in a general or special account or deposit, whether held jointly with someone else, or whether held for safekeeping or otherwise, excluding however all IRA, Keogh, and trust accounts. Every such security interest and right of setoff may be exercised without demand upon or notice to Guarantor. No security interest or right of setoff shall be deemed to have been waived by any act or conduct on the part of Lender or by any neglect to exercise such right of setoff or to enforce such security interest or by any delay in so doing. Every right of setoff and security interest shall continue in full force and effect until such right of setoff or security interest is specifically waived or released by an instrument in writing executed by Lender. SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the Indebtedness of Borrower to Lender, whether now existing or hereafter created, shall be prior to any claim that Guarantor may now have or hereafter acquire against Borrower, whether or not Borrower becomes insolvent. Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower, upon any account whatsoever, to any claim that Lender may now or hereafter have against Borrower. In the event of insolvency and consequent liquidation of the assets of Borrower, through bankruptcy, by an assignment for the benefit of creditors, by voluntary liquidation, or otherwise, the assets of Borrower applicable to the payment of the claims of both Lender and Guarantor shall be paid to Lender and shall be first applied by Lender to the Indebtedness of Borrower to Lender. Guarantor does hereby assign to Lender all claims which it may have or acquire against Borrower or against any assignee or trustee in bankruptcy of Borrower; provided however, that such assignment shall be effective only for the purpose of assuring to Lender full payment in legal tender of the Indebtedness. If Lender so requests, any notes or credit agreements now or hereafter evidencing any debts or obligations of Borrower to Guarantor shall be marked with a legend that the same are subject to this Guaranty and shall be delivered to Lender. Guarantor agrees, and Lender hereby is authorized, in the name of Guarantor, from time to time to execute and file financing statements and continuation statements and to execute such other documents and to take such other actions as Lender deems necessary or appropriate to perfect, preserve and enforce its rights under this Guaranty. 09-;910-1999 COMMERCIAL GUARANTY Page 3 Win No 503-30038 (Continued) MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Guaranty: Amendments. This Guaranty, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Guaranty. No alteration of or amendment to this Guaranty shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Applicable Law. This Guaranty has been delivered to Lender and accepted by Lender in the Commonwealth of Pennsylvania. If there is a lawsuit, Guarantor agrees upon Lender's request to submit to the jurisdiction of the courts of Philadelphia County, Commonwealth of Pennsylvania. This Guaranty shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania. Attorneys' Fees; Expenses. Guarantor agrees to pay upon demand all of Lender's costs and expenses, including attorneys' fees and Lender's legal expenses, incurred in connection with the enforcement of this Guaranty. Lender may pay someone else to help enforce this Guaranty, and Guarantor shall pay the costs and expenses of such enforcement. Costs and expenses include Lender's attorneys' fees and legal expenses whether or not there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (and including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services. Guarantor also shall pay all court costs and such additional fees as may be directed by the court. Notices. All notices required to be given by either party to the other under this Guaranty shall be in writing, may be sent by telefacsimile (unless otherwise required by law), and, except for revocation notices by Guarantor, shall be effective when actually delivered or when deposited with a nationally recognized overnight courier, or when deposited in the United States mail, first class postage prepaid, addressed to the party to whom the notice is to be given at the address shown above or to such other addresses as either party may designate to the other in writing. All revocation notices by Guarantor shall be in writing and shall be effective only upon delivery to Lender as provided above in the section titled "DURATION OF GUARANTY." If there is more than one Guarantor, notice to any Guarantor will constitute notice to all Guarantors. For notice purposes, Guarantor agrees to keep Lender informed at all times of Guarantor's current address. Interpretation. In all cases where there is more than one Borrower or Guarantor, then all words used in this Guaranty in the singular shall be deemed to have been used in the plural where the context and construction so require; and where there is more than one Borrower named in this Guaranty or when this Guaranty is executed by more than one Guarantor, the words "Borrower" and "Guarantor" respectively shall mean all and any one or more of them. The words "Guarantor," "Borrower," and "Lender" include the heirs, successors, assigns, and transferees of each of them. Caption headings in this Guaranty are for convenience purposes only and are not to be used to interpret or define the provisions of this Guaranty. If a court of competent jurisdiction finds any provision of this Guaranty to be invalid or unenforceable as to any person or circumstance, such finding shall not render that provision invalid or unenforceable as to any other persons or circumstances, and all provisions of this Guaranty in all other respects shall remain valid and enforceable. If any one or more of Borrower or Guarantor are corporations or partnerships, it is not necessary for Lender to inquire into the powers of Borrower or Guarantor or of the officers, directors, partners, or agents acting or purporting to act on their behalf, and any Indebtedness made or created in reliance upon the professed exercise of such powers shall be guaranteed under this Guaranty. Waiver. Lender shall not be deemed to have waived any rights under this Guaranty unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Guaranty shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Guaranty. No prior waiver by Lender, nor any course of dealing between Lender and Guarantor, shall constitute a waiver of any of Lender's rights or of any of Guarantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Guaranty, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender. CONFESSION OF JUDGMENT. GUARANTOR HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR GUARANTOR AFTER A DEFAULT UNDER THIS GUARANTY, AND WITH OR WITHOUT COMPLAINT FILED, AS OF ANY TERM, CONFESS OR ENTER JUDGMENT AGAINST GUARANTOR FOR THE ENTIRE PRINCIPAL BALANCE OF THIS GUARANTY, ALL ACCRUED INTEREST, LATE CHARGES, AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THE INDEBTEDNESS TOGETHER WITH INTEREST ON SUCH AMOUNTS, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10%) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS ($500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS GUARANTY OR A COPY OF THIS GUARANTY VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS GUARANTY TO CONFESS JUDGMENT AGAINST GUARANTOR SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS GUARANTY. GUARANTOR HEREBY WAIVES ANY RIGHT GUARANTOR MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT, EXCEPT ANY NOTICE AND/OR HEARING REQUIRED UNDER APPLICABLE LAW WITH RESPECT TO EXECUTION OF THE JUDGMENT, AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO GUARANTOR'S ATTENTION OR GUARANTOR HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES TO ITS TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH IN THE SECTION TITLED "DURATION OF GUARANTY." NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY IS DATED SEPTEMBER 30, 1999. THIS GUARANTY HAS BEEN SIGNED AND SEALED BY THE UNDERSIGNED. GUARANTOR: r X ne Coraluzzi LASER PRO, Reg. U.S. Pat. & T.M. Off., Ver. 3.27a (c)1999 CFI ProServices, Inc. All rights reserved. IPA-E20 E3.27 F3.27 P3.27 JEMI.LN C41.OVLI 9 VERIFICATION I, Lance E. Smith, Vice President of Manufacturers and Traders Trust Company, successor by merger with Keystone Financial Bank, N.A., verify that the statements made in the foregoing Complaint are true and correct to the best of my knowledge, information and belief. I understand that false statements herein are made subject to the penalties of 18 Pa. C.S. § 4904, relating to unsworn falsification to authorities. Date: ?? - Lan mith, Vice Pres ent (M&T-Gates/JEM) STEVEN L. SUGARMAN & ASSOCIATES • 1273 LANCASTER AVENUE • BERWYN, PA 19312 STEVEN L. SUGARMAN & ASSOCIATES BY: Steven L. Sugarman, Esquire IDENTIFICATION NO. #32473 1273 LANCASTER AVENUE BERWYN, PA 19312 (610) 889-0700 FAX: (610) 993-0498 ATTORNEYS FOR Plaintiff, Manufacturers and Traders Trust Company, Successor by merger with Keystone Financial Bank, N.A. MANUFACTURERS AND TRADERS TRUST COMPANY, successor by merger with KEYSTONE FINANCIAL BANK, N.A. Troup Building - 213 Market Street Harrisburg, PA 17101 V. JEM ELECTRONICS DISTRIBUTORS, INC. c/o Steven M. Coraluzzi, President 29 Bella Vista Drive Mechanicsburg, PA 17050, and CORALUZZI, CORALUZZI, CORALUZZI PARTNERSHIP c/o Steven M. Coraluzzi, General Partner 29 Bella Vista Drive Mechanicsburg, PA 17050, and STEVEN M. CORALUZZI and DIANE CORALUZZI, h/w 29 Bella Vista Drive Mechanicsburg, PA 17050 Cumberland County Court of Common Pleas Civil Division No. AFFIDAVIT OF NON-CONSUMER CREDIT TRANSACTION COMMONWEALTH OF PENNSYLVANIA COUNTY OF DAUPHIN Lance E. Smith, Vice President of Manufacturers and Traders Trust Company, successor by merger to Keystone Financial Bank, N.A., Plaintiff, being duly sworn/affirmed according to law, deposes and upon information and belief says/that the transaction upon which the judgment being entered is based was a business transaction and that judgment is not being entered by confession against a natural person in connection with a consumer credit transaction. Sworn to and Subs ribed before me this //raay of vu 2009 Ai&?" NOT Lanc . mi , Vice President Notarial Seal Edie I. Lingle, Notary Public City of Lebanon, Lebanon County I Commission Expires Oct. 11. 20, a STEVEN L. SUGARMAN & ASSOCIATES BY: Steven L. Sugarman, Esquire IDENTIFICATION NO. #32473 1273 LANCASTER AVENUE BERWYN, PA 19312 (610) 889-0700 FAX: (610) 993-0498 ATTORNEYS FOR Plaintiff, Manufacturers and Traders Trust Company, Successor by merger with Keystone Financial Bank, N.A. MANUFACTURERS AND TRADERS TRUST COMPANY, successor by merger with KEYSTONE FINANCIAL BANK, N.A. Troup Building - 213 Market Street Harrisburg, PA 17101 V. 7EM ELECTRONICS DISTRIBUTORS, INC. c/o Steven M. Coraluzzi, President 29 Bella Vista Drive Mechanicsburg, PA 17050, and CORALUZZI, CORALUZZI, CORALUZZI PARTNERSHIP c/o Steven M. Coraluzzi, General Partner 29 Bella Vista Drive Mechanicsburg, PA 17050, and STEVEN M. CORALUZZI and DIANE CORALUZZI, h/w 29 Bella Vista Drive Mechanicsburg, PA 17050 Cumberland County Court of Common Pleas Civil Division No. PLAINTIFF'S AFFIDAVIT OF DEBTOR'S WAIVER OF RIGHTS COMMONWEALTH OF PENNSYLVANIA COUNTY OF DAUPHIN Lance E. Smith, being duly sworn/affirmed according to law, deposes and upon information and belief says/that he is the Vice President of Manufacturers and Traders Trust Company, successor by merger with Keystone Financial Bank, N.A., plaintiff in the above captioned matter; that at the time of the signing of the document containing provision for judgment by confession in the said matter, the individual natural defendants: I (1) earned more than $10,000 annually, or (2) intentionally, understandingly, and voluntarily waived (a) the right to notice and hearing (b) the right of defalcation, i.e. the right to reduce or set off a claim by deducting a counterclaim (c) release of error (d) inquest (to ascertain whether rents and profits of defendant's real estate will be sufficient to satisfy the judgment within seven years) (e) stay of execution (if defendant owns real estate in fee simple within the county worth the amount to which the plaintiff is entitled, clear of encumbrances) (f) exemption laws now in force or hereafter to be passed (9) --- The facts showing such waiver are: Defendants' loan application and personal financial statements. Sworn to and Subscribed before me this //*4day off' 09 A. D. NOTARY PUBLI Lan ith, ice President COMMONWEALTH OF PENNSYLVANIA Notarial Seal Edie I. Lingle, Notary Public City of Lebanon, Lebanon County My Commission Expires Oct 11, 2012 Member, Pennsylvania Association of Notaries STEVEN L. SUGARMAN & ASSOCIATES • 1273 LANCASTER AVENUE • BERWYN, PA 19312 -2- e • a STEVEN L. SUGARMAN & ASSOCIATES BY: Steven L. Suganman, Esquire IDENTIFICATION NO. #32473 1273 LANCASTER AVENUE BERWYN, PA 19312 (610) 889-0700 FAX: (610) 993-0498 ATTORNEYS FOR Plaintiff, Manufacturers and Traders Trust Company, Successor by merger with Keystone Financial Bank, N.A. MANUFACTURERS AND TRADERS TRUST COMPANY, successor by merger with KEYSTONE FINANCIAL BANK, N.A. Troup Building - 213 Market Street Harrisburg, PA 17101 V. JEM ELECTRONICS DISTRIBUTORS, INC. c/o Steven M. Coraluzzi, President 29 Bella Vista Drive Mechanicsburg, PA 17050, and CORALUZZI, CORALUZZI, CORALUZZI PARTNERSHIP c/o Steven M. Coraluzzi, General Partner 29 Bella Vista Drive Mechanicsburg, PA 17050, and STEVEN M. CORALUZZI and DIANE CORALUZZI, h/w 29 Bella Vista Drive Mechanicsburg, PA 17050 AFFIDAVIT OF NON-MILITARY SERVICE COMMONWEALTH OF PENNSYLVANIA COUNTY OF DAUPHIN Cumberland County Court of Common Pleas Civil Division No. Lance E. Smith, Vice President of Manufacturers and Traders Trust Company, successor by merger with Keystone Financial Bank, N.A., plaintiff, being duly sworn, according to law, deposes and says that to the best of his knowledge, information and belief that Defendants are not in the Military or Naval Service of the United States or its allies. Sworn to and Subscribed before me this 4/1`1- day of?' , 2009 i NOTARY P I 1-1 Lane . mith, Vice 01resident UMMpNWEALTH OF PENNSYLVANIA Notarial Seal Edie i. Lingle, Notary Public City of Lebanon, Lebanon County My Commission Expires OcL 11, 2012 S T do STEVEN L. SUGARMAN & ASSOCIATES BY: Steven L. Sugarman, Esquire IDENTIFICATION NO. #32473 1273 LANCASTER AVENUE BERWYN, PA 19312 (610) 889-0700 FAX: (610) 993-0498 ATTORNEYS FOR Plaintiff, Manufacturers and Traders Trust Company, Successor by merger with Keystone Financial Bank, N.A. MANUFACTURERS AND TRADERS TRUST COMPANY, successor by,merger with KEYSTONE FINANCIAL BANK, N.A. Troup Building - 213 Market Street Harrisburg, PA 17101 V. JEM ELECTRONICS DISTRIBUTORS, INC. c/o Steven M. Coraluzzi, President 29 Bella Vista Drive Mechanicsburg, PA 17050, and CORALUZZI, CORALUZZI, CORALUZZI PARTNERSHIP c/o Steven M. Coraluzzi, General Partner 29 Bella Vista Drive Mechanicsburg, PA 17050, and STEVEN M. CORALUZZI and DIANE CORALUZZI, h/w 29 Bella Vista Drive Mechanicsburg, PA 17050 Cumberland County Court of Common Pleas Civil Division No. AFFIDAVIT OF NON-RETAIL INSTALLMENT SALE CONTRACT COMMONWEALTH OF PENNSYLVANIA COUNTY OF DAUPHIN Lance E. Smith, Vice President of Manufacturers and Traders Trust Company, successor by merger with Keystone Financial Bank, N.A., plaintiff, being duly sworn, according to law, deposes and upon information and belief says that the Judgment be entered is not based upon a retail sales contract or agreement. Sworn to and Subscribed before me this //'day of ?r 2009 NOTARY PUBLIC COMMONWEALTH OF PENNSYLVANIA Notarial Seal Edie t. Lingle, Notary Public City of Lebanon, Lebanon County My Commission Expires Oct. 11, 2012 Member, Pennsylvania Association of Notaries Lance mith, Vice res ent • A STEVEN L. SUGARMAN & ASSOCIATES BY: Steven L. Sugarman, Esquire IDENTIFICATION NO. #32473 1273 LANCASTER AVENUE BERWYN, PA 19312 (610) 889-0700 FAX: (610) 993-0498 ATTORNEYS FOR Plaintiff, Manufacturers and Traders Trust Company, Successor by merger with Keystone Financial Bank, N.A. MANUFACTURERS AND TRADERS TRUST COMPANY, successor by merger with KEYSTONE FINANCIAL BANK, N.A. Troup Building - 213 Market Street Harrisburg, PA 17101 V. 3EM ELECTRONICS DISTRIBUTORS, INC. c/o Steven M. Coraluzzi, President 29 Bella Vista Drive Mechanicsburg, PA 17050, and CORALUZZI, CORALUZZI, CORALUZZI PARTNERSHIP c/o Steven M. Coraluzzi, General Partner 29 Bella Vista Drive Mechanicsburg, PA 17050, and STEVEN M. CORALUZZI and DIANE CORALUZZI, h/w 29 Bella Vista Drive Mechanicsburg, PA 17050 CERTIFICATE OF ADDRESSES Cumberland County Court of Common Pleas Civil Division No. I hereby certify that the addresses of the parties to this action are as follows: Manufacturers and Traders Trust Company, successor JEM Electronics Distributors, Inc. by merger to Keystone Financial Bank, N.A. c/o Steven M. Coraluzzi, President Troup Building 29 Bella Vista Drive 213 Market Street Mechanicsburg, PA 17050 Harrisburg, PA 17101 Coraluzzi, Coraluzzi, Coraluzzi Partnership c/o Steven M. Coraluzzi, General Partner 29 Bella Vista Drive Mechanicsburg, PA 17050 Steven M. Coraluzzi Diane Coraluzzi 29 Bella Vista Drive Mechanicsburg, PA 17050 STEVEN L. SUGARMAN & ASSOCIATES By: kt?? Steven L. Sugarman, Esquire Elliot H. Berton, Esquire Attorneys for Plaintiff i STEVEN L. SUGARMAN & ASSOCIATES BY: Steven L. Sugarman, Esquire IDENTIFICATION NO. #32473 1273 LANCASTER AVENUE BERWYN, PA 19312 (610) 889-0700 FAX: (610) 993-0498 ATTORNEYS FOR Plaintiff, Manufacturers and Traders Trust Company, Successor by merger with Keystone Financial Bank, N.A. MANUFACTURERS AND TRADERS TRUST COMPANY, successor by merger with KEYSTONE FINANCIAL BANK, N.A. Troup Building - 213 Market Street Harrisburg, PA 17101 V. ]EM ELECTRONICS DISTRIBUTORS, INC. c/o Steven M. Coraluzzi, President 29 Bella Vista Drive Mechanicsburg, PA 17050, and CORALUZZI, CORALUZZI, CORALUZZI PARTNERSHIP c/o Steven M. Coraluzzi, General Partner 29 Bella Vista Drive Mechanicsburg, PA 17050, and STEVEN M. CORALUZZI and DIANE CORALUZZI, h/w 29 Bella Vista Drive Mechanicsburg, PA 17050 ENTRY OF APPEARANCE To the Prothonotary: Cumberland County Court of Common Pleas Civil Division No. Kindly enter our appearance on behalf of the Plaintiff, Manufacturers and Traders Trust Company, successor by merger to Keystone Financial Bank, N.A., in the above captioned matter. STEVEN L. SUGARMAN & ASSOCIATES L. uire jok- rv 4:J 7 1 1.7 s# a -7, -? -Ji t,A.3 u+ 4 (Rule of Civil Procedure No. 236) - Revised THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL DIVISION - LAW o'-wil-le MANUFACTURERS AND TRADERS NO. 09 - io64 TRUST COMPANY, successor by merger with KEYSTONE FINANCIAL BANK, N.A. V. 7EM ELECTRONICS DISTRIBUTORS, INC., CORALUZZI, CORALUZZI, CORALUZZI PARTNERSHIP, STEVEN M. CORALUZZI and DIANE CORALUZZI, h/w Notice is given that money judgment/confession of judgment in the above captioned matter has been entered against you on reAn, o'L310I 2009. Prothonotary By: , Deputy If you have any questions concerning the above, please contact: Steven L. Sugarman, Esquire Elliot H. Berton, Esquire Steven L. Sugarman & Associates 1273 Lancaster Avenue Berwyn, Pennsylvania 19312 (610) 889-0700 (FAX) 993-0498 Attorneys for Plaintiff STEVEN L. SUGARMAN & ASSOCIATES - 1273 LANCASTER AVENUE - BERWYN, PA 19312 CIARDI CIARDI & ASTIN, P.C. Albert A. Ciardi, III, Esquire / Bar Id No. 63598 Thomas D. Bielli, Esquire / Bar ID No. 202100 One Commerce Square, Suite 1930 2005 Market Street Philadelphia, PA 19103 (215) 557-3550 (Telephone) (215) 557-3551 (Fax) Counsel to Coraluzzi, Coraluzzi, Coraluzzi Partnership MANUFACTURERS AND TRADERS TRUST : COURT OF COMMON PLEAS COMPANY, successor by merger with : CUMBERLAND COUNTY KEYSTONE FINANCIAL BANK, N.A., : CIVIL DIVISION -LAW Plaintiff, V. , JEM ELECTRONICS DISTRIBUTORS, INC., CASE NO. 09-1084 Civil Term CORALUZZI, COARLUZZI, CORALUZZI PARTNERSHIP, STEVEN M. CORALUZZI and DIANE CORALUZZI, h/w Defendants. CORALUZZI, CORALUZZI, CORALUZZI PARTNERSHIP'S PETITION TO OPEN AND STRIKE CONFESSION OF JUDGMENT PURSUANT TO P.A. RULE CIVIL PROCEDURE 2959 Coraluzzi, Coraluzzi, Coraluzzi Partnership (the "Coraluzzi Partnership") by and through his undersigned counsel, Ciardi Ciardi & Astin, hereby presents the following Petition to Open and Strike Confession of Judgment Pursuant to P.A. Rule of Civil Procedure 2959 and avers as follows: 1. On or about. February 23, 2009, Plaintiff, Manufacturers and Traders Trust Company, successor by merger with Keystone Financial Bank, N.A. (the "Plaintiff') confessed Judgment against the Coraluzzi Partnership in the amount of $160,571.92 pursuant to a warrant of attorney contained in a Guaranty (the "Guaranty") to a Note (the "Note"). See Plaintiff s Complaint in Confession of Judgment. The Note is written for $160,000.00. The Coraluzzi'. Partnership disputes that the Guaranty is binding against it for any amount, in particular anamount greater than the Note to which it is not a party. 2. On or about September 30, 1999, Defendant, JEM Electronics Distributors, Inc., ("Defendant JEM") executed a Note in the original principal amount of $160,000.00. 3. The Plaintiff is now seeking to confess judgment against the Coraluzzi Partnership on an amount greater than the original loan amount to Defendant JEM. 4. The Coraluzzi Partnership disputes the amount in the Complaint. 5. The Guaranty, which the Plaintiff is seeking to use to confess judgment, contains multiple pages with two (2) pages containing three (3) signatures, such a document is confusing to the Coraluzzi Partnership, and may not be the same documents signed by the members of the Coraluzzi Partnership. 6. Obtaining a Confession of Judgment is a draconian method frowned upon by the courts. 7. Therefore, the Confession of Judgment should be opened and stricken. Wherefore, the Defendant respectfully requests that this Court open and strike the Judgment and grant any other relief deemed just and proper. I Respectful) submitted, CIA I I & ASTIN, P.C. Albe'1•t A. V+drli, 111, Esquire Thomas D. Bielli, Esquire One Commerce Square, Suite 1930 2005 Market Street Philadelphia, PA 19103 Dated: March 23, 2009 CIARDI CIARDI & ASTIN, P.C. Albert A. Ciardi, III, Esquire / Bar Id No. 63598 Thomas D. Bielli, Esquire / Bar ID No. 202100 One Commerce Square, Suite 1930 2005 Market Street Philadelphia, PA 19103 (215) 557-3550 (Telephone) (215) 557-3551(Fax) Counsel to Coraluzzi, Coraluzzui, Coraluzzui Partnership MANUFACTURERS AND TRADERS TRUST COURT OF COMMON PLEAS COMPANY, successor by merger with CUMBERLAND COUNTY KEYSTONE FINANCIAL BANK, N.A., CIVIL DIVISION -LAW Plaintiff, V. JEM ELECTRONICS DISTRIBUTORS, INC., CASE NO. 09-1084 Civil Term CORALUZZI, COARLUZZI, CORALUZZI PARTNERSHIP, STEVEN M. CORALUZZI and DIANE CORALUZZI, h/w Defendants. MEMORANDUM OF LAW IN SUPPORT OF CORALUZZI, CORALUZZI, CORALUZZI PARTNERSHIP'S PETITION TO OPEN AND STRIKE CONFESSION OF JUDGMENT PURSUANT TO P.A. RULE CIVIL PROCEDURE 2959 I) FACTS On or about February 23, 2009, Plaintiff, Manufacturers and Traders Trust Company, successor by merger with Keystone Financial Bank, N.A. (the "Plaintiff') confessed Judgment against Coraluzzi, Coraluzzui, Coraluzzui Partnership (the "Coraluzzi Partnership") in the amount of $160,571.92 pursuant to a warrant of attorney contained in a Guaranty (the "Guaranty") to a Note (the "Note"). See Plaintiff's Complaint in Confession of Judgment. The Note is written for $160,000.00. The Coraluzzi Partnership disputes that the Guaranty is binding against it for any amount, in particular an amount greater than the Note to which it is not a party. The Coraluzzi Partnership by and through his undersigned counsel, Ciardi Ciardi & Astin, filed a Petition to Open and Strike Confession of Judgment Pursuant to P.A. Rule of Civil! Procedure 2959. On or about February 23, 2009, Defendant JEM executed a Note in the original principal amount of $160,000.00. The Coraluzzi Partnership then executed the Guaranty, which the Plaintiff now confessed judgment. The amount Plaintiff is confessing judgment on is greater than the amount of the Note, and subsequently, the Guaranty. II. ARGUMENT A. The confessed judgment should be opened and stricken and the Coraluzzi Partnership should be permitted to a defense to its amount. _ The Plaintiff is now seeking to confess judgment on the Coraluzzi Partnership for an amount greater than the original loan amount from Defendant. The Coraluzzi Partnership disputes the amount in the Complaint. Additionally, the Guaranty, which the Plaintiff is seeking to use to confess judgment, contains multiple pages with not one, but two (2) signature pages, one of which contacts two (2) signatures and one that only contains one (1) signature, such a document is confusing to the Coraluzzi Partnership, and may not be the same documents signed by the Coraluzzi Partnership. Courts have held that a motion to strike a judgment operates as a demurrer to the record and will only be grated is a fatal defect or irregularity appears on the face of the record or judgment. DeCoatsworth v. Jones, 629 A.2d 792 (Pa. 1994); Manor Bldg. Corp. v. Manor Complex Associates. Ltd., 645 A.2d 843 (Pa. Super. Ct. 1994). Additionally, a petition to open a judgment by confession is an appeal to the sound discretion of the trial court. Tony Palermo Construction v. Brown, 474 A.2d 635, 36 (Pa. Super. Ct. 1984); Tenreed Corp. v. Philadelphia Folding Box Co., 389 A.2d 594 (Pa. Super. Ct. 1978). To open a confession of judgment, the petitioner must act promptly, offer a meritorious defense and present sufficient evidence of the. issues to a jury. Laxxarotti v. Juliano, 469 A.2d 216, 218 (Pa. Super. Ct. 1983). Here, the Coraluzzi Partnership have raised issues at to the disparity in the amount of the confessed judgment and the principal of the loan, that it was even a party to. Additionally, the ?I Guaranty executed by the Coraluzzi Partnership may have been confusing and may not even be the same Guaranty they originally executed. The Coraluzzi Partnership should be able to appear; before this Honorable Court and argue for the opening and striking of the confessed judgment. Additionally, obtaining a Confession of Judgment is a draconian method frowned upon by the courts. WHEREFORE, the Coraluzzi Partnership respectfully requests that this Court open and strike the Judgment and grant any other relief deemed just and proper. ResPectfull submitted, CI I & ASTIN, P.C. ? I Albert A. Ciardi, III, Esquire Thomas D. Bielli, Esquire One Commerce Square, Suite 1930 2005 Market Street Philadelphia, PA 19103 Dated: March 23, 2009 CIARDI CIARDI & ASTIN, P.C. Albert A. Ciardi, III, Esquire / Bar Id No. 63598 Thomas D. Bielli, Esquire / Bar ID No. 202100 One Commerce Square, Suite 1930 2005 Market Street Philadelphia, PA 19103 (215) 557-3550 (Telephone) (215) 557-3551 (Fax) Counsel to Coraluzzi, Coraluzzi, Coraluzzi Partnership MANUFACTURERS AND TRADERS TRUST COMPANY, successor by merger with KEYSTONE FINANCIAL BANK, N.A., Plaintiff, V. JEM ELECTRONICS DISTRIBUTORS, INC., CORALUZZI, COARLUZZI, CORALUZZI PARTNERSHIP, STEVEN M. CORALUZZI and DIANE CORALUZZI, h/w Defendants. : COURT OF COMMON PLEAS : CUMBERLAND COUNTY : CIVIL DIVISION -LAW CASE NO. 09-1084 Civil Term CERTIFICATE OF SERVICE I hereby certify that I caused a true and correct copy of the foregoing Coraluzzi, Coraluzzi, Coraluzzi Partnership's Petition to Open and Strike Confession of Judgment Pursuant to P.A. Rule Civil Procedure 2959 to be served by United States First Class Mail, postage prepaid, on March 23, upon: Steven L. Sugarman, Esquire Elliot H. Bert n Esquire Steven L. S g an & Associates 1273 Lans Ave ue Berwyn, 9 i G":1 ? ?' _? r-; - ? r-g'?? ? ? ?) CIARDI CIARDI & ASTIN, P.C. Albert A. Ciardi, III, Esquire / Bar Id No. 63598 Thomas D. Bielli, Esquire / Bar ID No. 202100 One Commerce Square, Suite 1930 2005 Market Street Philadelphia, PA 19103 (215) 557-3550 (Telephone) (215) 557-3551 (Fax) Counsel to Steven M. Coraluzzi and Diane Coraluzzui, h/w MANUFACTURERS AND TRADERS TRUST : COURT OF COMMON PLEAS COMPANY, successor by merger with : CUMBERLAND COUNTY KEYSTONE FINANCIAL BANK, N.A., : CIVIL DIVISION -LAW Plaintiff, V. JEM ELECTRONICS DISTRIBUTORS, INC., : CASE NO. 09-1084 Civil Term CORALUZZI, COARLUZZI, CORALUZZI . PARTNERSHIP, STEVEN M. CORALUZZI and DIANE CORALUZZI, h/w Defendants. STEVEN M. CORALUZZI AND DIANE CORALUZZI, H/W'S PETITION TO OPEN AND STRIKE CONFESSION OF JUDGMENT PURSUANT TO P.A. RULE CIVIL PROCEDURE 2959 Seven M. Coraluzzi and Diane Coraluzzi, h/w ( "Mr. & Mrs. Coraluzzi") by and through their undersigned counsel, Ciardi Ciardi & Astin, hereby presents the following Petition to Open and Strike Confession of Judgment Pursuant to P.A. Rule of Civil Procedure 2959 and avers as follows: 1. On or about February 23, 2009, Plaintiff, Manufacturers and Traders Trust Company, successor by merger with Keystone Financial Bank, N.A. (the "Plaintiff') confessed Judgment against Mr. & Mrs. Coraluzzi in the amount of $160,571.92 pursuant to a warrant of attorney contained in a Guaranty (the "Guaranty") to a Note (the "Note"). See Plaintiff's Complaint in Confession of Judgment. The Note is written for $160,000.00. Mr. & Mrs., Coraluzzi disputes that the Guaranty is binding against them for any amount, in particular an' amount greater than the Note to which it is not a party. ?I 2. On or about September 30, 1999, Defendant, JEM Electronics Distributors, Inc., ("Defendant JEM") executed a Note in the original principal amount of $160,000.00. 3. The Plaintiff is now seeking to confess judgment against Mr. & Mrs. Coraluzzi on an amount greater than the original loan amount to Defendant JEM. 4. Mr. & Mrs. Coraluzzi dispute the amount in the Complaint. 5. The Guaranty, which the Plaintiff is seeking to use to confess judgment, contains multiple pages with two (2) pages containing three (3) signatures, such a document is confusing to Mr. & Mrs. Coraluzzi, and may not be the same documents signed by the members of Mr. & Mrs. Coraluzzi. 6. Obtaining a Confession of Judgment is a draconian method frowned upon by the courts. 7. Therefore, the Confession of Judgment should be opened and stricken. Wherefore, Mr. & Mrs. Coraluzzi respectfully requests that this Court open and strike the Judgment and grant any other relief deemed just and submitted, Dated: March 23, 2009 /CIA0I 4tIARDI & ASTIN, P.C. Albert A. Ciardi, III, Esquire Thomas D. Bielli, Esquire One Commerce Square, Suite 1930 2005 Market Street Philadelphia, PA 19103 CIARDI CIARDI & ASTIN, P.C. Albert A. Ciardi, III, Esquire / Bar Id No. 63598 Thomas D. Bielli, Esquire / Bar ID No. 202100 One Commerce Square, Suite 1930 2005 Market Street Philadelphia, PA 19103 (215) 557-3550 (Telephone) (215) 557-3551 (Fax) Counsel to Steven M. Coraluzzi and Diane Coraluzzui, h/w MANUFACTURERS AND TRADERS TRUST : COURT OF COMMON PLEAS COMPANY, successor by merger with : CUMBERLAND COUNTY KEYSTONE FINANCIAL BANK, N.A., : CIVIL DIVISION -LAW Plaintiff, V. JEM ELECTRONICS DISTRIBUTORS, INC., CASE NO. 09-1084 Civil Term CORALUZZI, COARLUZZI, CORALUZZI PARTNERSHIP, STEVEN M. CORALUZZI and DIANE CORALUZZI, h/w Defendants. MEMORANDUM OF LAW IN SUPPORT OF STEVEN M. CORALUZZI AND DIANE CORALUZZI, H/W PETITION TO OPEN AND STRIKE CONFESSION OF JUDGMENT PURSUANT TO P.A. RULE CIVIL PROCEDURE 2959 I) FACTS j On or about February 23, 2009, Plaintiff, Manufacturers and Traders Trust Company, successor by merger with Keystone Financial Bank, N.A. (the "Plaintiff') confessed Judgment against Seven M. Coraluzzi and Diane Coraluzzi, h/w ( "Mr. & Mrs. Coraluzzi") in the amount of $160,571.92 pursuant to a warrant of attorney contained in a Guaranty (the "Guaranty") to a Note (the "Note"). See Plaintiff's Complaint in Confession of Judgment. The Note is written for $160,000.00. Mr. & Mrs. Coraluzzi disputes that the Guaranty is binding against it for any ?I amount, in particular an amount greater than the Note to which it is not a party. ?I Mr. & Mrs. Coraluzzi by and through his undersigned counsel, Ciardi Ciardi & Astin,, filed a Petition to Open and Strike Confession of Judgment Pursuant to P.A. Rule of Civil' Procedure 2959. On or about February 23, 2009, Defendant JEM executed a Note in the original principal ?I amount of $160,000.00. Mr. & Mrs. Coraluzzi then executed the Guaranty, which the Plaintiff now confessed judgment. The amount Plaintiff is confessing judgment on is greater than the amount of the Note, and subsequently, the Guaranty. II. ARGUMENT A. The confessed judgment should be opened and stricken and Mr. & Mrs. Coraluzzi should be permitted to a defense to its amount. The Plaintiff is now seeking to confess judgment on Mr. & Mrs. Coraluzzi for an amount greater than the original loan amount from Defendant. Mr. & Mrs. Coraluzzi disputes the amount in the Complaint. Additionally, the Guaranty, which the Plaintiff is seeking to use to !, confess judgment, contains multiple pages with not one, but two (2) signature pages, one of which contacts two (2) signatures and one that only contains one (1) signature, such a document is confusing to Mr. & Mrs. Coraluzzi, and may not be the same documents signed by Mr. & Mrs. Coraluzzi. Courts have held that a motion to strike a judgment operates as a demurrer to the record and will only be grated is a fatal defect or irregularity appears on the face of the record or judgment. DeCoatsworth v. Jones, 629 A.2d 792 (Pa. 1994); Manor Bldg_ Corp. v. Manor Complex Associates, Ltd., 645 A.2d 843 (Pa. Super. Ct. 1994). Additionally, a petition to open a judgment by confession is an appeal to the sound discretion of the trial court. Tony Palermo Construction v. Brown, 474 A.2d 635, 36 (Pa. Super. Ct. 1984); Tenreed Corp. v. Philadelphia Folding Box Co., 389 A.2d 594 (Pa. Super. Ct. 1978). To open a confession of judgment, the petitioner must act promptly, offer a meritorious defense and present sufficient evidence of the. issues to a jury. Laxxarotti v. Juliano, 469 A.2d 216, 218 (Pa. Super. Ct. 1983). Here, Mr. & Mrs. Coraluzzi have raised issues at to the disparity in the amount of the confessed judgment and the principal of the loan, that it was even a party to. Additionally, the Guaranty executed by Mr. & Mrs. Coraluzzi may have been confusing and may not even be the same Guaranty they originally executed. Mr. & Mrs. Coraluzzi should be able to appear before this Honorable Court and argue for the opening and striking of the confessed judgment. Additionally, obtaining a Confession of Judgment is a draconian method frowned upon by the courts. WHEREFORE, Mr. & Mrs. Coraluzzi respectfully requests that this Court open and strike the Judgment and grant any other relief deemed just & ASTIN, P.C. Albert A. Ciardi, III, Esquire Thomas D. Bielli, Esquire One Commerce Square, Suite 1930 2005 Market Street Philadelphia, PA 19103 Dated: March 23, 2009 CIARDI CIARDI & ASTIN, P.C. Albert A. Ciardi, III, Esquire Bar Id No. 63598 Thomas D. Bielli, Esquire Bar ID No. 202100 One Commerce Square, Suite 1930 2005 Market Street Philadelphia, PA 19103 (215) 557-3550 (Telephone) (215) 557-3551 (Fax) SUSQUEHANNA BANK DV, f/k/a SUSQUEHANNA PATRIOT BANK, Plaintiff, V. : COURT OF COMMON PLEAS : PHILADELPHIA COUNTY HARRY FALCONE, CASE NO. 001573 Defendant. CERTIFICATE OF SERVICE I hereby certify that I caused a true and correct copy of the foregoing Defendant's Petition To Open And Strike Confession Of Judgment Pursuant To P.A, Rule Civil Procedure 2959 to be served by United States First Class Mail, postage prepaid, on November 17, 2008, upon: Charles N. S HARTMAN 1100 Berksh P.O. Box 5$i ., Esquire d., to 301 1 61 OMAS D. BIELLI ? G . ? `? ?' ? -??? r ? ?' ? 7 - r a ? ': -i i ?-: ` ' .. -ri , ?=t -?C Gr CIARDI CIARDI & ASTIN, P.C. Albert A. Ciardi, III, Esquire / Bar Id No. 63598 Thomas D. Bielli, Esquire / Bar ID No. 202100 One Commerce Square, Suite 1930 2005 Market Street Philadelphia, PA 19103 (215) 557-3550 (Telephone) (215) 557-3551 (Fax) Counsel to Coraluzzi, Coraluzzi, Coraluzzi Partnership and Steven M'o Coraluzzi and Diane Coralizzui, h/w MANUFACTURERS AND TRADERS TRUST COMPANY, successor by merger with KEYSTONE FINANCIAL BANK, N.A., Plaintiff, V. JEM ELECTRONICS DISTRIBUTORS, INC., CORALUZZI, COARLUZZI, CORALUZZI PARTNERSHIP, STEVEN M. CORALUZZI and DIANE CORALUZZI, h/w Defendants. : COURT OF COMMON PLEAS : CUMBERLAND COUNTY : CIVIL DIVISION LAW CASE NO. 09-1084 Civil Term ENTRY OF APPEARANCE Albert A. Ciardi, III and Thomas D. Bielli, of Ciardi Ciardi & Astin, hereby enter their appearance on behalf of Steven M. Coraluzzi and Diane Coraluzzi h/w in the above captioned case. Date: March 23, 2009 CIARE By: .C. Albert A. Ciardi, III, Esquire Attorney Id. No. 63598 & ASTIN, P.C. Date: March 23, 2009 By; ??.._.?, ` Tho s D. Bielli, Esquire Attorney Id. No. 202100 ?J .J. CIARDI CIARDI & ASTIN, P.C. Albert A. Ciardi, III, Esquire / Bar Id No. 63598 Thomas D. Bielli, Esquire / Bar ID No. 202100 One Commerce Square, Suite 1930 2005 Market Street Philadelphia, PA 19103 (215) 557-3550 (Telephone) (215) 557-3551 (Fax) Counsel to Coraluzzi, Coraluzzi, Coraluzzi Partnership and Steven M. Coraluzzi and Diane Coralizzui, h/w MANUFACTURERS AND TRADERS TRUST : COURT OF COMMON PLEAS COMPANY, successor by merger with : CUMBERLAND COUNTY KEYSTONE FINANCIAL BANK, N.A., : CIVIL DIVISION LAW Plaintiff, V. JEM ELECTRONICS DISTRIBUTORS, INC., : CASE NO. 09-1084 Civil Term CORALUZZI, COARLUZZI, CORALUZZI . PARTNERSHIP, STEVEN M. CORALUZZI . and DIANE CORALUZZI, h/w Defendants. CERTIFICATE OF SERVICE I, Thomas D. Bielli, hereby certify that I caused a copy of the foregoing Entry of Appearance to be served on this 23rd day of March 23, 2009 via U.S. mail, postage prepaid, upon the parties listed below: Steven L. Sugarman, Esquire Elliot H. Berton, Esquire Steven L. Sugarman & Associates 1273 Lancaster Avenue Berwyn, PA 19312 I & ASTIN, P.C. Date: March 23, 2009 By/ lf Thomas . Bielli_ ? ? `:.? -'?": N - ,? .:= ?; ,?r 3 ? "..?' t .!` ,a CIARDI CIARDI & ASTIN, P.C. Albert A. Ciardi, III, Esquire / Bar Id No. 63598 Thomas D. Bielli, Esquire / Bar ID No. 202100 One Commerce Square, Suite 1930 2005 Market Street Philadelphia, PA 19103 (215) 557-3550 (Telephone) (215) 557-3551 (Fax) Counsel to Coraluzzi, Coraluzzi, Coraluzzi Partnership and Steven M. Coraluzzi and Diane Coralizzui, h/w MANUFACTURERS AND TRADERS TRUST : COURT OF COMMON PLEAS COMPANY, successor by merger with : CUMBERLAND COUNTY KEYSTONE FINANCIAL BANK, N.A., : CIVIL DIVISION LAW Plaintiff, V. JEM ELECTRONICS DISTRIBUTORS, INC., : CASE NO. 09-1084 Civil Term CORALUZZI, COARLUZZI, CORALUZZI . PARTNERSHIP, STEVEN M. CORALUZZI . and DIANE CORALUZZI, h/w Defendants. ENTRY OF APPEARANCE Albert A. Ciardi, III and Thomas D. Bielli, of Ciardi Ciardi & Astin, hereby enter their appearance on behalf of Coraluzzi Coraluzzi Coraluzzi Partnership in the above captioned case. CIARDI CIARDI & ASTIlN, P.C. Date: March 23, 2009 By: A - P Albert A. Ciardi, hQ, quire Attorney Id. No. 633V8 .? CIARDI gIA)Y&,ASTIN, P.C. Date: March 23, 2009 By: L -' & Thomas D. Bielli, Esquire Attorney Id. No. 202100 -W n CIARDI CIARDI & ASTIN, P.C. Albert A. Ciardi, III, Esquire / Bar Id No. 63598 Thomas D. Bielli, Esquire / Bar ID No. 202100 One Commerce Square, Suite 1930 2005 Market Street Philadelphia, PA 19103 (215) 557-3550 (Telephone) (215) 557-3551 (Fax) Counsel to Coraluzzi, Coraluzzi, Coraluzzi Partnership and Steven M. Coraluzzi and Diane Coralizzui, h/w MANUFACTURERS AND TRADERS TRUST : COURT OF COMMON PLEAS COMPANY, successor by merger with : CUMBERLAND COUNTY KEYSTONE FINANCIAL BANK, N.A., : CIVIL DIVISION -LAW Plaintiff, V. JEM ELECTRONICS DISTRIBUTORS, INC., : CASE NO. 09-1084 Civil Term CORALUZZI, COARLUZZI, CORALUZZI . PARTNERSHIP, STEVEN M. CORALUZZI . and DIANE CORALUZZI, h/w Defendants. CERTIFICATE OF SERVICE I, Thomas D. Bielli, hereby certify that I caused a copy of the foregoing Entry of Appearance to be served on this 23rd day of March 23, 2009 via U.S. mail, postage prepaid, upon the parties listed below: Steven L. Sugarman, Esquire Elliot H. Berton, Esquire Steven L. Sugarman & Associates 1273 Lancaster Avenue Berwyn, PA 19312 .- I & ASTIN, P.C. Date: March 23, 2009 By: D. Bielli, Esquire ("`i t,,u ??? ?' ;...? 1"? T ? %? _? 4:? ? i . a" s l f _ MANFACTURERS AND TRADERS TRUST COMPANY, successor by merger with KEYSTONE FINANCIAL BANK, N.A., Plaintiff V. JEM ELECTRONICS DISTRIBUTORS, INC., CORALUZZI, CORALUZZI, CORALUZZI PARTNERSHIP, STEVEN M. CORALUZZI and DIANE CORALUZZI, h/w, Defendants IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW NO. 09-1084 CIVIL TERM ORDER OF COURT AND NOW, this 30'' day of March, 2009, upon consideration of Coraluzzi, Coraluzzi, Coraluzzi Partnership's Petition To Open and Strike Confession of Judgment Pursuant to Pa. Rule Civil Procedure 2959, it is ordered that: 1. A Rule is issued upon Plaintiff to show cause why Defendant is not entitled to the relief requested; 2. Plaintiff shall file an answer to the motion within 21 days of the date of this order; 3. The petition shall be decided under Pa. R.C.P. 206.7; 4. Depositions shall be completed within 49 days of the date of this order; 5. Argument shall be held on Thursday, June 18, 2009, at 9:30 a.m., in Courtroom No. 1, Cumberland County Courthouse, Carlisle, Pennsylvania. 6. Briefs shall be submitted at least five days prior to argument. ? Steven L. Sugarman, Esq. Elliot H. Berton, Esq. Steven L. Sugarman & Associates 1273 Lancaster Avenue Berwyn, PA 19312 Attorneys for Plaintiff ./Albert A. Ciardi, III, Esq. Thomas D. Bielli, Esq. One Commerce Square Suite 1930 2005 Market Street Philadelphia, PA 19103 Attorneys for Defendants cop I'" rnw `ck 3?3 t/D'Q BY THE COURT, 60 HV I £ PH GOV STEVEN L. SUGARMAN & ASSOCIATES BY: Steven L. Sugarman, Esquire IDENTIFICATION NO. *32473 1273 LANCASTER AVENUE BERWYN, PA 19312 (610) 889-0700 FAX: (610) 993-0498 ATTORNEYS FOR Plaintiff, Manufacturers and Traders Trust Company, Successor by merger with Keystone Financial Bank, N.A. MANUFACTURERS AND TRADERS TRUST COMPANY, successor by merger with KEYSTONE FINANCIAL BANK, N.A. V. JEM ELECTRONICS DISTRIBUTORS, INC., CORALUZZI, CORALUZZI, CORALUZZI PARTNERSHIP, STEVEN M. CORALUZZI and DIANE CORALUZZI, h/w Cumberland County Court of Common Pleas Civil Division - Law No. 09-1084 MANUFACTURERS AND TRADERS TRUST COMPANY'S ANSWER IN OPPOSITION TO THE PETITION TO OPEN AND STRIKE CONFESSION OF JUDGMENT FILED BY CORALUZZI, CORALUZZI, CORALUZZI PARTNERSHIP COMES NOW, Manufacturers and Traders Trust Company, successor by Merger to Keystone Financial Bank, N.A. (the "Bank'j, by and through its attorneys, Steven L. Sugarman & Associates, and by way of Answer in Opposition to Coraluzzi, Coraluzzi, Coraluzzi Partnership's Petition to Open and Strike Confession of Judgment Pursuant to Pa Rule Civil Procedure 2959 (the "Petition'j, states as follows: 1. Denied. Paragraph 1 of the Petition refers to a pleading and written documents, each of which speak for themselves. Consequently, no response is required and Defendant's characterizations of said pleading and writings are expressly denied. By way of further response, to the extent paragraph 1 of the Petition contains conclusions of law, no response is necessary, and Defendant's conclusions are erroneous as a matter of law. 2. Denied as stated. It is admitted only that on September 30, 1999, JEM Electronics Distributors, Inc. executed a Note evidencing a loan from the Bank, a true and correct copy of which is attached to the Complaint filed in this matter as Exhibit "A." 3. Denied. Paragraph 3 of the Petition refers to a pleading, which speaks for itself. As such, no response is required and Defendant's characterizations of said pleading are expressly denied. 4. Denied. After reasonable investigation, the Bank is without knowledge or information sufficient to form a belief as to the truth of the allegations contained in paragraph 4 of the Petition. As such, said allegations are denied and strict proof thereof is hereby demanded. 5. Denied. Paragraph 5 of the Petition refers to a document, which speak for itself. As such, no response is required and Defendant's characterizations thereof are expressly denied. By way of further response, Coraluzzi, Coraluzzi, Coraluzzi Partnership executed a Commercial Guaranty of the loan to JEM Electronics Distributors, Inc., a true and correct copy of which is attached to the Complaint filed in the above matter as Exhibit "B." 6. Denied. Paragraph 6 of the Petition contains conclusions of law to which no response is necessary, and Defendant's conclusions are erroneous as a matter of law. 7. Denied. Paragraph 7 of the Petition contains conclusions of law to which no response is necessary, and Defendant's conclusions are erroneous as a matter of law. WHEREFORE, Plaintiff, Manufacturers and Traders Trust Company, successor by merger with Keystone Financial Bank, N.A., respectfully requests entry of an Order dismissing the Petition to Open and Strike filed by Defendant, Coraluzzi, Coraluzzi, Coraluzzi Partnership, with prejudice. STEVEN L. SUGARMAN & ASSOCIATES By: ?#k Steven L. Sugarman, Esquire Elliot H. Berton, Esquire Attorneys for Plaintiff -2- STEVEN L. SUGARMAN & ASSOCIATES • 1273 LANCASTER AVENUE • BERWYN, PA 19312 04-14-'0Q 07:37 FROM-Special Assets 717-255-2370 T-667 P005/009 F-305 I, Lance E. Smith, Vice President of Manufacturers and Traders Trust Company, by merger with Keystone Financial Bank, N.A., verify that the statements made in the 1we9WV Anvaer In Oppositlon to the PeNon to Open and Strike are true and correct to the beet of my knowlad", Informsdon and belief. 1 understand that false statements herein are made subject to the penalties of 18 Pa. C.S. § 4904, relating to unswom falsification to authorities. Date: /10 lei Lance math, Vice Pres-Ideril MT4361SWCoMUMi, CoraluM Corahuzzi Partnership) 91? L SUOARMAN i ASIOC1ATU • IM UMASTER AVENUE " BERWYN. Pa 19312 STEVEN L. SUGARMAN & ASSOCIATES BY: Steven L. Sugarman, Esquire IDENTIFICATION NO. #32473 1273 LANCASTER AVENUE BERWYN, PA 19312 (610) 889-0700 FAX: (610) 993-0498 ATTORNEYS FOR Plaintiff, Manufacturers and Traders Trust Company, Successor by merger with Keystone Financial Bank, N.A. MANUFACTURERS AND TRADERS TRUST COMPANY, successor by merger with KEYSTONE FINANCIAL BANK, N.A. V. ]EM ELECTRONICS DISTRIBUTORS, INC., CORALUZZI, CORALUZZI, CORALUZZI PARTNERSHIP, STEVEN M. CORALUZZI and DIANE CORALUZZI, h/w CERTIFICATE OF SERVICE Cumberland County Court of Common Pleas Civil Division - Law No. 09-1084 This is to certify that in this case copies of all papers contained in Manufacturers and Traders Trust Company's Answer in Opposition to the Petition to Omen and Strike Confession of Judgment Filed by Coraluzzi. Coraluzzi. Coraluzzi Partnership has been served upon the following persons, by the following means and on the date(s) stated: Name: Thomas D. Bielli, Esquire Ciardi, Ciardi & Aston One Commerce Square 2005 Market Street; Suite 1930 Philadelphia, PA 19103 Date: April 14, 2009 Means of Service Via First Class Mail Date of Service April 14, 2009 STEVEN L. SUGARMAN & ASSOCIATES By: Steven L. Sugarman, Esquire Elliot H. Berton, Esquire 1273 Lancaster Avenue Berwyn, PA 19312 f 41..U?`..?riuL 't' OF , I- THE ITARY 2099 APR 17 P l 1: 2 0 STEVEN L. SUGARMAN & ASSOCIATES BY: Steven L. Sugarman, Esquire IDENTIFICATION NO. #32473 1273 LANCASTER AVENUE BERWYN, PA 19312 (610) 889-0700 FAX: (610) 993-0498 ATTORNEYS FOR Plaintiff, Manufacturers and Traders Trust Company, Successor by merger with Keystone Financial Bank, N.A. MANUFACTURERS AND TRADERS TRUST COMPANY, successor by merger with KEYSTONE FINANCIAL BANK, N.A. V. JEM ELECTRONICS DISTRIBUTORS, INC., CORALUZZI, CORALUZZI, CORALUZZI PARTNERSHIP, STEVEN M. CORALUZZI and DIANE CORALUZZI, h/w Cumberland County Court of Common Pleas Civil Division - Law No. 09-1084 MANUFACTURERS AND TRADERS TRUST COMPANY'S ANSWER IN OPPOSITION TO THE PETITION TO OPEN AND STRIKE CONFESSION OF JUDGMENT FILED BY STEVEN AND DIANE CORALUZZI COMES NOW, Manufacturers and Traders Trust Company, successor by Merger to Keystone Financial Bank, N.A. (the "Bank'j, by and through its attorneys, Steven L. Sugarman & Associates, and by way of Answer in Opposition to Steven M. Coraluzzi and Diane Coraluzzi, h/w's Petition to Open and Strike Confession of Judgment Pursuant to Pa. Rule Civil Procedure 2959 (the "Petition', states as follows: 1. Denied. Paragraph 1 of the Petition refers to a pleading and written documents, each of which speak for themselves. Consequently, no response is required and Defendants' characterizations of said pleading and writings are expressly denied. By way of further response, to the extent paragraph 1 of the Petition contains conclusions of law, no response is necessary, and Defendant's conclusions are erroneous as a matter of law. M 2. Denied as stated. It is admitted only that on September 30, 1999, JEM Electronics Distributors, Inc. executed a Note evidencing a loan from the Bank, a true and correct copy of which is attached to the Complaint filed in this matter as Exhibit "A." 3. Denied. Paragraph 3 of the Petition refers to a pleading, which speaks for itself. As such, no response is required and Defendants' characterizations of said pleading are expressly denied. 4. Denied. After reasonable investigation, the Bank is without knowledge or information sufficient to form a belief as to the truth of the allegations contained in paragraph 4 of the Petition. As such, said allegations are denied and strict proof thereof is hereby demanded. 5. Denied. Paragraph 5 of the Petition refers to documents, which speak for themselves. As such, no response is required and Defendants' characterizations of said documents are expressly denied. By way of further response, Defendants, Steven M. Coraluzzi and Diane Coraluzzi each executed a Commercial Guaranty, true and correct copies of which are attached to the Complaint filed in this matter as Exhibit "B." 6. Denied. Paragraph 6 of the Petition contains conclusions of law to which no response is necessary, and Defendants' conclusions are erroneous as a matter of law. 7. Denied. Paragraph 7 of the Petition contains conclusions of law to which no response is necessary, and Defendants' conclusions are erroneous as a matter of law. WHEREFORE, Plaintiff, Manufacturers and Traders Trust Company, successor by merger with Keystone Financial Bank, N.A., respectfully requests entry of an Order dismissing the Petition to Open and Strike filed by Defendants, Steven M. Coraluzzi and Diane Coraluzzi, with prejudice. STEVEN L. SUGARMAN & ASSOCIATES By: &#::-- Steven L. Sugarman, Esquire Elliot H. Berton, Esquire Attorneys for Plaintiff STEVEN L. SUGARMAN & ASSOCIATES • 1273 LANCASTER AVENUE • BERWYN, PA 19312 047z.14-'09 07:37 FROM-Special Assets 717-255-2370 T-667 P009/009 F-305 I, Lance E. Smith, Via President of Manufacturers and Traders Trust Company, woassor by merger with Keystone Financial Bank, N.A., verify that the statements made in the "oing Answer In Opposition to the Petition to Open and Strike are true and correct to the best of my knowledge, Information and belief. I understand that faire statements herein are made subject to the penalties of 18 Pa. C.S. § 4904, relating to unworn falsification to authorities. aa:_ Lance E. Smith, Vice Presi nt WT-GaNWCoratuai, Steven and blane) •T9 M 4 SUG" MN & "OOM"M • IV3 UVXMTIM AVWUK • URWfN. PA 1M12 STEVEN L. SUGARMAN & ASSOCIATES BY: Steven L Sugarman, Esquire IDENTIFICATION NO. #32473 1273 LANCASTER AVENUE BERWYN, PA 19312 (610) 889-0700 FAX: (610) 993-0498 ATTORNEYS FOR Plaintiff, Manufacturers and Traders Trust Company, Successor by merger with Keystone Financial Bank, N.A. MANUFACTURERS AND TRADERS TRUST COMPANY, successor by merger with KEYSTONE FINANCIAL BANK, N.A. V. 3EM ELECTRONICS DISTRIBUTORS, INC., CORALUZZI, CORALUZZI, CORALUZZI PARTNERSHIP, STEVEN M. CORALUZZI and DIANE CORALUZZI, h/w CERTIFICATE OF SERVICE Cumberland County Court of Common Pleas Civil Division - Law No. 09-1084 This is to certify that in this case copies of all papers contained in Manufacturers and Traders Trust Comaany's Answer in OpQosition to the Petition to Open and Strike Confession of Judgment Filed by Steven and Diane Coraluzzi has been served upon the following persons, by the following means and on the date(s) stated: Name: Thomas D. Bielli, Esquire Ciardi, Ciardi & Aston One Commerce Square 2005 Market Street; Suite 1930 Philadelphia, PA 19103 Date: April 14, 2009 Means of Service Via First Class Mail Date of Service April 14, 2009 STEVEN L. SUGARMAN & ASSOCIATES By: SL. Sugarman, Esquire Elliot H. Berton, Esquire 1273 Lancaster Avenue Berwyn, PA 19312 FLED-0: ` r?F- 2099 APR 17 P 1: c 0 MANFACTURERS AND TRADERS TRUST COMPANY, successor by merger with KEYSTONE FINANCIAL BANK, N.A., Plaintiff V. JEM ELECTRONICS DISTRIBUTORS, INC., CORALUZZI, CORALUZZI, CORALUZZI PARTNERSHIP, STEVEN M. CORALUZZI and DIANE CORALUZZI, h/w, Defendants IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW NO. 09-1084 CIVIL TERM IN RE: PETITION TO OPEN AND STRIKE CONFESSION OF JUDGMENT ORDER OF COURT AND NOW, this 16th day of June, 2009, upon consideration of the attached letter from Thomas D. Bielli, Esq., attorney for Defendants, the argument previously scheduled in the above matter for June 18, 2009, is rescheduled to Monday, July 27, 2009, at 3:15 p.m., in Courtroom No. 1, Cumberland County Courthouse, Carlisle, Pennsylvania. Briefs shall be submitted at least five days prior to argument. -/St ven L. Sugarman, Esq. lliot H. Berton, Esq. Steven L. Sugarman & Associates 1273 Lancaster Avenue Berwyn, PA 19312 Attorneys for Plaintiff BY THE COURT, A Bert A. Ciardi, III, Esq. .--comas D. Bielli, Esq. One Commerce Square Suite 1930 2005 Market Street Philadelphia, PA 19103 Attorneys for Defendants "SELL L-I f C9 ?::?I F 7H f ' +r I, A 2009 JUIN 17 Atli 11: 39 J. e i CLV 2155573551 ciardi and ciardi 1 ALBERTA. CIAROI, JR.' ALBERTA. CIARDI, III' • T DANIEL K. ASTIN' ° A CARL E. SINGUEY ° t MARK H. RALSTON DIMITRI L. KARAPELOU'• D ANTHONY M. SACCULLO A THOMAS H. CHIACCHIO, JR. ' ° t MEMBER OF PA BAR' MEMBER OF NJ BAR ° MEMBER OF FL BAR t MEMBER OF DE BAR A MEMBER OF NY BAR C 12 42:47 p.m. 06-16-2009 212 SHANNON C11-' RIDI & 1 STS coLEM.NIGRELUT' t MARY E. AUGUSYINE A )A One Commerce Square • 2005 Market Street a Suite 1930 JOSEPH V. BONGIORNO Philadelphia, Pennsylvania 19103 THOMAS D. BIELU' Phone: 215-557-3550 • Fax: 215-557-3551 KEvm G. McDoNALD ° JENNIFER E. CRANSTON' ° CARL D. NEFF • A # + DELAWARE OFFICE QUAKERTOWN OFFICE NEW JERSEY OFFICE Al 9 Market Street, Ste 700 2083 Quaker Pointe Drive 57 Euclid Street, Suite a iirn ton, E 19801 Quakertown, PA 18951 Woodbury, NJ 08098 P (302) 658-1100 Phone: (855) 368-2001 Fax: (302) 858-1300 By Appointment Only Fax: (856) 368.2002 June 16, 2009 VIA FACSIMILE The Honorable J. Wesley Oler, Jr. 1 Courthouse Square Carlisle, PA 17013 Facsimile (717) 240-6462 Re: M&T v. JEM Electronics Distributors, Inc., et al., (Cumberland County CCP, 09-1084 Civil Term) Dear Judge Oler: MEMBER OF A2 SAR * MEMBER OF DC BAR + MEMBER OF IL BAR X OF COUNSEL t This firm represents the Defendants in the above referenced matter. As Your Honor is aware my clients caused a Petition to Open and Strike the Confessions of Judgment, these Petitions are scheduled to be heard on Thursday, June 19, 2009 at 9:30 a.m. I am pleased to advise Your Honor that the parties have settled this matter in principle and are working to document the resolution. Accordingly, I write to request that the hearing scheduled for June 19, 2009 be continued for thirty (30) days to provide the parties adequate time to document and consummate the settlement. I have correspondence with counsel to the Plaintiff who consents to this request. If Your Honor has any questions do not hesitate to contact me. Respectfully submitted, 1 rig `. Thomas D. Bielli cc: Elliot H. Burton, Esquire (via facsimile 610-993-0498) Albert A. Ciardi, III, Esquire Clients