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HomeMy WebLinkAbout04-11-11 (2)J 1505610101 REV 1500 IXt°=-1°' ~' PA Department of Revenue PennsylveMa OFFICIAL USE ONLY Bureau of Individual Taxes °`°""~""~°`""`""` County Code Year File Number Po Boxzso6oi INHERITANCE TAX RETURN ® m Harrlstwrg, PA iyi28-o6oi RESIDENT DECEDENT ENTER DECEDENT INFORMATION BELOW Social Security Number Date of Death MMDDYYYY C` Decedents Last Name Suffix ' ~ m (If App1i le) Enter Surviving Spouse's Information Below Spouse's Last Name Suffix ^~ Spouse'~`B ial Securi mbar Date of Birth MMDDYYYY ~~ Decedent's First Name i Mi ® - -- • Spouse's First Name MI - THIS RETURN MUST BE FILED IN DUPLICATE WITH THE REGISTER OF WILLS FILL IN APPROPRIATE OVALS BELOW O 1. Original Retum O 4. Limited Estate ~ 6. Decedent Died Testate (Attach Copy of Will) Q 9. Litigation Proceeds Received O 2. Supplemental Retum O 4a. Future Interest Compromise (date of death after 12-12-82) ~ 7. Decedent Maintained a Living Trust (Attach Copy of Trust) O 10. Spousal Poverty Credit (date of death between 12-31-91 and 1-1-95) O 3. Remainder Realm (date of death prior to 12-13-82) O 5. Federal Estate Tax Return Required ~_ 8. Total Number of Safe Deposit Boxes ~ 11. Election to tax under Sec. 9113(A) (Attach Sch. O) CORRESPONDENT - THIS SECTION MUST BE COMPLETED. ALL CORRESPONDENCE AND CONFIDENTIAL TAX INFORMATION SHOULD BE DIRECTED TO: Name Daytime Telephone Number_ First line of address Second line of address ~. ~,.; 2 - ~ '~ , .. ;•- , .t-- C7 N City Or POSt Office State ZIP Code ~ DATE FILED ,~ s o ...~,._ Correspondent's a-mail address: Under penalties of perjury, I dedare that 1 have examined this return, induding accompanying schedules and statements, and to the best of my knowledge and belief, it is We, corred end complete. Declaration of preperer other than the personal representative is based on all information of which preparer has any knowledge. FILING ADDRESS OF PREPARER OTHER THAN (t DATE ADDRESS PLEASE USE ORIGINAL FORM ONLY 1505610101 Side 7 DATE 1505610101 J eeeeeeeeeeeei REV-1500 EX Decedent's Name: J~,,m ~s ~ . ~~ 4PITULATtON 1505610105 Decedent's Social Security Number 1. Real Estate (Schedule A) ............................................. 1. ~ P ,.e~eA ~ ~ uee~ yin ®a ® uiueo B e~ 2. Stocks and Bonds (Schedule B) ....................................... 2. d 3. Closely Held Corporation, Partnership or Sole-Proprietorship (Schedule C) ..... 3. 4. Mortgages and Notes Receivable (Schedule D) ........................... 4. 5. Cash, Bank Deposits and Miscellaneous Personal Property (Schedule E)....... 5. 6. Jointly Owned Property (Sohedule F) O Separate Billing Requested ....... 6. 7. Inter-Vivos Transfers 8 Miscellaneous Non-Probate Property (Schedule G) O Separate Billing Requested........ 7. 8. Total Gross Assets (total Lines 1 through 7) ............................. 8. 9. Funeral Expenses and Administrative Costs (Schedule H) ................... 9. 10. Debts of Decedent, Mortgage Liabilities, and Liens (Schedule I) .............. 10. (' 11. Total Deductions (total Lines 9 and 10) ................................. 11. 12. Net Value of Estate (Line 8 minus Line 11) .............................. 12. Q (~ 13. Charitable and Governmental Bequests/Sec 9113 Trusts for which an election to tax has not been made (Schedule J) ........................ 13. 14. Net Value Subject to Tax (Line 12 minus Line 13) ........................ 14. Q TAX CALCULATION -SEE INSTRUCTIONS FOR APPLICABLE RATES 15. Amount of Line 14 taxable at the spousal tax rate, or transfers under Sec. 9116 we 7eruurwa °neeo wwe (a)(1.2) X .0~ 16. Amount of Line 14 taxable at lineal rate X .0 _ ~ 17. Amount of Line 14 taxable at sibling rate X .12 18. Amount of Line 14 taxable at collateral rate X .15 15. 16. 17. 18. 19. TAX DUE ......................................................... 19. 20. FILL IN THE OVAL IF YOU ARE REQUESTING A REFUND OF AN OVERPAYMENT O Side 2 L 1505610105 1505610105 J REV-1500 EX Page 3 Decedent's Complete Address: File Number ~ZI- Il- ooa'l DECEDENTS NAME J~n,ls ~ 1 1 .e Q~![!~ Ivl~ STREETADDRESS `J I - CITY STATE ZIP h s Tax Payments and Credits: 1. Tax Due (Page 2, Line 19) 2. CreditslPayments A. Prior Payments B. Discount 3. Interest 4. If Line 2 is greater than Line 1 + Line 3, enter the difference. This is the OVERPAYMENT. FNI in oval on Page 2, Line 20 to request a refund. d (3> ~ (4) ~ 5. If Line 1 + Line 3 is greater than Line 2, enter the difference. This is the TAX DUE. (5) Make check payable to: REGISTER OF WILLS, AGENT. PLEASE ANSWER THE FOLLOWING QUESTIONS BY PLACING AN "X" IN THE APPROPRIATE BLOCKS 1. Did decedent make a transfer and: Yes No a. retain the use or income of the property transferred :.............................................................................. ............ ^ b. retain the right to designate who shall use the property transferred or its income :................................ ............ ^ c. retain a reversionary interest; or ...................... ^ ~( d. receive the promise for I'Ife of either payments, benefits or care? .................................... ...................... ............ 2. If death occurred after Dec. 12, 1982, did decedent transfer property within one year of death without receiving adequate consideration? .................................................................................................. ............ ^ 3. Did decedent own an "in trust for" or payable-upon-death bank account or security at his or her death? .. ............ ^ 4. Did decedent own an individual retirement account, annuity or other non-probate property, which contains a benefiaary designation? ..................................................:. ........................................................ ............ IF THE ANSYVER TO ANY OF THE ABOVE QUESTIONS IS YES, YOU MUST COMPLETE SCHEDULE G AND FILE IT AS PART OF THE RETURN. For dates of death on or after July 1, 1994, and before Jan. 1, 1995, the tax rate imposed on the net value of transfers to or for the use of the surviving spouse is 3 percent (12 P.S. §9116 (a) (1.1) (i)]. , For dates of death on or after Jan. 1, 1995, the tax rate imposed on the net value of transfers to or for the use of the surviving spouse is 0 percent (72 P.S. §9116 (a) (1.1) (ii)]. The statute does not exempt a transfer to a surviving spouse from tax, and the statutory requirements for disclosure of assets and filing a tax return are still applicable evenrf the surviving spouse is the only benefiaary. For dates of death on or after July 1, 2000: • The tax rate imposed on the net value of transfers from a deceased chid 21 years of age or younger at death to or for the use of a natural parent, an adoptive parent or a stepparent of the child is 0 percent [72 P.S. §9116(au1.2)]. • The tax rate imposed on the net value of transfers to or for the use of the decedents lineal beneficiaries is 4.5 percent, except as noted in 72 P.S. §9116(1.2) [72 P.S. §9116(a)(1)]. • The tax rate imposed on the net value of transfers to or for the use of the decedents siblings is 12 percent (72 P.S. §9116(a)(1.3)]. Asibling is defined, under Section 9102, as an individual who has at least one parent in common with the decedent, whether by blood or adoption. .J (1) O Total Credits (A + B) (2) REV-1506 EX+ (9-00) scN~ou~E c-s PARTNERSHIP COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN INFORMATION REPORT RESIDENT DECEDENT ESTATE OF FILE NUMBER 1. Name of Partnership ~(4~,,~ L7 r ~ t~C ,_~ LC- Date Business Commenced (~ 3 ,3 / O_~ Address ~~~ ~ ~~ ~~~ ~l C.l~ ~ ~7 /e Business Reporting Year o2tY~9 city ~/7,S CO state_~ zip Code ~'b 2. Federal Employer I.D. Number ~„? - ~~~r/ ~1~7 J 3. Type of Business ~~ in,'~~~1 ! ~+i.(, (~~6 ~ira,f...~ ProducUService ~'es, open. h ~- ~ n~~rr~ 4. Decedent was a ^ General Limited partner. If decedent was a limited partner, provide initial investment $ 5~ t~Jt~ 5. 6. Value of the decedent's interest $ / ~ ~~3 7. Was the Partnership indebted to the decedent? ................................. ^ Yes I¢1 No If yes, provide amount of indebtedness $ 8. Was there life insurance payable to the partnership upon the death of the decedent? ..... ^ Yes f~No If yes, Cash Surrender Value Owner of the policy 9 Net proceeds payable $ Did the decedent sell or transfer an interest in this partnership within one year prior to death or within two years if the date of death was prior to 12-31-82? ^ Yes ~ No If yes, ^ Transfer ^ Sale Percentage transferredlsold Transferee or Purchaser Consideration $ Date Attach a separate sheet for additional transfers and/or sales. 10. Was there a written partnership agreement in effect at the time of the decedents death? ...... '~ Yes ^ No 7e f ~-ffG-c(.tr ~ e If yes, provide a copy of the agreement. 11. Was the decedents partnership interest sold? ....................................... ^ Yes C~No If yes, provide a copy of the agreement of sale, etc. 12. Was the partnership dissolved or liquidated after the decedents death? ................... ^ Yes ~No If yes, provide a breakdown of distributions received by the estate, including dates and amounts received. 13. Was the decedent related to any of the partners? .................................... `{~, Yes ^ No If yes, explain 14. Did the partnership have an interest in other corporations or partnerships? .............. ^ Yes ~Vo If yes, report the necessary information on a separate sheet, including a Schedule C-1 or C-2 for each interest. A. Detailed calculations used in the valuation of the decedents partnership interest. ~v~ a-~Q~~,~,~- B. Complete copies of financial statements or Faderr~~I Parts rship Income Tax returns (Form 1065) for the year of death and 4 preceding years. Sew ~y„vr~.a`5 ~ ~ ~- ~S C. If the partnership owned real estate, submit a lisAt showing the compete addresses and estimated fair market values. If real estate appraisals have been secured, attach copies. S eC H-~Cc[~ n"+ ~-n~~ D. Any other information relating to the valuation of the decedents partnership interest. ~ ~~ Schedule K-1 2005 (Form 1065) For calendar year 2005, or tax Department of the Treasury year beginning , 20p5 Internal Revenue Service ending Partner's Share of Income, Deductions, Credits, etc. Sse separate instructions. Information About the Partnership A Partnership's employer identification number 42-1574153 B Partnership's name, address, city, state, and ZIP code HEGARTY PROPERTIES LLC 16 HOPE ROAD HOLLAND, PA 18966-5409 C IRS Center where partnership filed return D Check if this is a publicly traded partnership (PTP) E Tax shelter registration number, if any F Check if Form ffi71 is attached Infonmation About the Partner G Partner's identifying number 196-48-3745 H Partner's name, address, city, state, and ZIP code JAMES D: HEGARTY 13 SOUTHWATCH LANE r~ ttc1(.~v1 rv1G'wfr ~' 1 651105 n Amended K•1 or:ta No 1545.0099 Partners Share of Current Year Income, 1 Ordinary business income (loss) 15 Credits & credit recapture 2 Net rental real estate income (loss) 3 Other net rental income Qoss) 16 Foreign transactions - ------------- 4 Guaranteed payments - ------------- 5 Interest income Ordinary dividends Qualified dividends 7 ~ Royalties 8 ~ Net short-term capital gain (loss) _ T _ _ _ _ _ _ _ _ _ _ _ _ _ _ T _ _ _ _ _ _ _ _ _ _ _ _ _ _ T _ _ _ _ _ _ _ _ _ _ _ _ _ -t------------- 9a Net lorig•term capital gan poss) 17 Alternative minimum tax (AMT) itel - ------------- 9b Collectibles C28%) gain (loss) - ------------ Unrecaptured sedion 1250 gain 0 ~ Net sedion 1231 gain (lass) 11 Other income (loss) 18 Tax-exempt income and nondeductible expenses _ T _ _ _ _ _ _ _ _ _ _ _ _ _ U General partner ar LLC XQLimited partner or other - ------------- member-manager LLC member - --------------- J X^ Domestic partner Foreign partner 19 Distributions K What 12 Section 179 deduction type of entity is this partner? INDIVIDUAL - L Partner's share of profit, loss, and capital: 13 Other deductions ~9innin9 Ending W* STMT _ _ _ _ _ - - - _ - - - 20 Other information Profit 33.33334 $ 33.33334 $ Loss 33.33334 $ 33.33334 $ _ _______________ _ _____________ Capital 33.33334 $ 33.33334 $ M Partner's share of liabilities at year end: Nonrecourse ......................... $ Qualified nonrecourse financing........ $ Recourse .......... .................. $ 1 " 4 Self-employment earnings (loss) - - - - - - - - - - - - - - - - ee attached statement for a - diti -------------- -------------- onal information. N Partner's capital account analysis: F Beginning capital account .......... ... $ 0 • 0 R Capital contributed during the year.. ... $ 3 200. I Current year increase (decrease)... ... $ -3 200. s Withdrawals and distributions....... ... $ u Ending capital account .... . ....... ... $ 0 , e X Tax basis ~GAAP ~Sedion 704(b) book 0 ~ Other ex lain Y BAA For Privacy Act and Paperwork Reduction Act Notice, see Instructions for Fonn 1065. Schedule K•1 (Form 1065) 2005 PARTNER 2 PTPA0312L OV19/O6 Schedule K-1 206 (FOrm 1065) for calendar year 2006, or tax Deper4nent or the Tnawry year beginning ~ 2006 Inhmal Rwenue Service ending Partner's Share of Income, Dedu Cr@dlt5, @tC. See separate Instructions. Informatlon About the Partnership A Partnership's employer identification number 42-1574153 B Partnership's name, address, city, state, and ZIP code HEGARTY PROPERTIES LLC 16 HOPE ROAD HOLLAND, PA 18966-5409 _ C IRS Center where partnership filed return D ~ Check if this is a publicly traded partnership (PTP) E Tax shelter registration number, if any F Check if Form 8271 is attached Information About the Partner G Partner's identifying number 196-48-3745 H Partner's name, address, city, state, and ZIP code JAMES D. HEGARTY 13 SOUTHWATCH LANE I~c~~ ci,nr,~ ` R - ~ 651106 Final K-1 Amended K•1 OMB No. 1545-0099 ~:~'j Partner's Share of Current Year Income, Dedudians Credits and Other Items 1 Ordinary business income (loss) 15 Credits 2 Net rental real estate income (loss) --- 3 Other net rental income (loss) 16 Foreign transactions 4 Guaranteed payments ----'-- - ------------- 5 Interest income - ------------- 6a Ordinary dividends 6b Qualified dividends ---~-- 7 I Royalties 8 Net siart•term capital gain (loss) ----- 9a Net long-term capital gain (loss) 17 Alternative minimum tax (AMT) items - -------------- 9b Collectibles (2896) gain (loss) 9c Unrecaptured section 1250 gain 10 Net section 1231 gain (loss) 18 Tax•exem~t income and nondeductible expenses 11 Other income (loss) 1 U General partner or LLC XQLimited partner or other - ------------- member•manager LLC member _ _______________ J ~ Domestic partner ~ Foreign partner 19 Distributions K What type of entity is this partner? INDIVIDUAL 12 Section 179 deduction L Partner's shares ofinnoinit, loss, and capital: V STMTdeductions e9 9 Ending * _ _______--___ 20 Other information Profit 33.33334 $ 33.33334 ~ 33 M Partrler's share of liabilities at year end: Nonrecourse ......................... $ Qualified nonrecourse financing........ $ Recourse ............................ $ N Partner's capital account analysis: v Beginning capital account ............. $ R Capital contributed during the year..... $_ I Current year increase (decrease}...... $ s Withdrawals and distributions.......... $ u Ending capital account ................ $ s E N X Tax basis ~GAAP Section 704(b) book o Other ex lain r BAA For Privacy Act and Paperwork Reduction Ad Notice, see Instructions for Fonn 1065. PARTNER 2 -t---------------I--~------------- 14 Self-employment earnings (loss) - Schedule K•1 (Form 1065) 2006 PTPA031A 12l08A6 Schedule K-1 2007 (Form 1065) For calendar year 2007, or tax Department of the Treawry year begmnin9 ,pool Internal Revenue Servics ending Partner's Share of Income, Deductions, Cr@dlts, @tC. - See separate instructions. ;art l Information About the Partnership A Partnership's employer Identification number 42-1574153 B Partnership's name, address, city, state, and ZIP code HEGARTY PROPERTIES LLC 2295 SANDY CREEK RD FRISCO, TX 75034-1482 C IRS Center where partnership filed return K-1 n nr„or„~o,i u ~ 651107 `'P;rrtill~ Partner's Share of Current Year Income, Deductions Credits and Other Items 1 Ordinary business income (loss) 15 Credits 2 Net rental real estate income (lass) - 3 Other net rental income (loss) 16 Foreign transactions - ------------- 4 Guaranteed payments 5 ilnterest income Ordinary dividends 6b~Qualified dividends 7 ~ Royalties D Check if this is a publicly traded partnership (PTP) iF~` < ':<>< Information About the Partner E Partner's identifying number 196-48-3745 F Parfier's name, address, city, state, and ZIP code JAMES D. HEGARTY 13 SOUTHWATCH LANE 8 I Net short-term capital gain (loss) -t------------- -7'----_________ -'t------------- 9a Net long-term capital gain (loss) 17 Alternative minimum tax (AMT) items 9b Collectibles 28% --------"---- ( )gain (foss) - ------------ 9c Unrecaptured section 1250 gain 10 I Net section 1231 gain (loss) 1 Other income (loss) 18 ITax-exempt income and nondeductible expenses -7_____________ G U General parfier or LLC X Limited parfier or other - ------------- member-manager LLC member _ _______________ H 0 Domestic parfier ~ Foreign partner 19 Disthbutions What type of entity is this parfier? INDIVIDUAL 12 Section 179 deduction - ------------- J Partner's share of profit, loss, and capital: 13 Other deductions Beginning Endin 9 V* _ STMT _______________ 20 Other information Profit 33.33334 $ 33.33334 $ Loss 33.33334 $ 33.33334 $ - --------------- Ca ital 33.33334 $ 33.33334 $ Partner's share of liabilities at year end: 14 - -------------- Self-employment earnings (loss) Nonrecourse ..................... .. $ - -------- Qualified nonrecourse financing.... ... $ ------- -------------- Recourse ........................ .... $ *See attached statem t f L Partner's capital account analysis: r en or additional information. Beginning capital account ......... . .. $ p° Capital contributed during the year. .... $ f Current year increase (decrease)... .... $ g Withdrawals and distributions...... ... $ u Ending capital account.... $ e X Tax basis ~GAAP Section 704(b) book 0 ~ Other ex lain v BAA For Paperwork Reduction Act Notice, see Instructions for Form 1065 PARTNER 2 . Schedule K-1 (Form 1065) 2007 PTPA0312L 12/31/07 65118 ^ Final K-1 ^ Amended K 1 OMB No 1545-0099 Schedule K-1 O p (Form 1065) .r~ ~^ ~I; ~(~~ v ; ,~ r~ ~$ :~ of ~trent Ysar t q i ><< w ` Y r4~ <arld Qtht3r Ite~nis'`- Departmem of the Treasury For calendar year 2008, or tax 1 Ordinary business income (loss) 15 Credits internal Revenue Service year beginning , 2008 ending 20_ 2 ~ Net rental real estate income (loss ~- Partner's Share of Income, Deductions, Credits, etc. - see book of form and separate inatructloM. 3 ,Other net rental income (loss) 18 Foreign transactions • ,t ... ,. ,, r. .... '~ "b e`.. ~ ~ ~~,r-:- :~.,; ; .~; 4 ~ Guaranteed payments A Partnership's empbyer identiflcatian number 42-1574153 5 :Interest income B Parnnwship's name, address, city, state, and ZIP code Hagerty Properties, LLC Ba ommary dividends 2295 Sandy Creek Drive Frisco, TX 75034 sb ouaufled dwidenda 7 'Royalties C IRS Center where partnership flied return '. Cincinatti, OH a .Net snort-tarm capital gam (loss) D Check it this is a publicly traded partnership (PTP) 9a j Net long-tens capital gain (loss) 17 '. pftemative minimum tax (AMn items s E Partner's identirying number ~ 9p ' Collectibles (28%) gain (loss) ~ "" ~~~" 1968-3745 F Partner's name, address, cny, state, and ZIP code 9c ! Unrecaptured section 1250 gain "~ James D. Hagerty 13 Southwatch Lane 10 i Net section 1231 gain Qoss) 78 Tax-exempt income and Mechanicsburg, PA 17055 , nondeductible expenses 11 ! Qther Income (loss) 0 ^ General partner or LLC ^ Limited ._. _ _.. _... .. member-manager memberpartnar or other LLC _... _..._. _... H ©Domestic partner ^ Faeign partner ~~ 19 ' Distributions I What type of entity Is this partner? individual 12 ' Section 179 deduction __,... J Partner's share of profk, loos, and capital (see InsWctions): Beginning Ending 13 Other deductions ' Profit 33.33333 % 33.33333 % V 3TMT 20 ,Other information Loss 33.33333 % 33.33333 % C ital 33.33333 % 33.33333 % __.. K Partner's share of Ilabllkles at year end: " Nonrecourse . $ 14 !Self-employment earnings (loss) ~.. _._ _..... ._-- Oualiiled nonrecourse financing , $ Recourse $ __.. ..... _ _._. L Partner's captal account analysis: X580 attached statement for additional information. Beginning capital account . . $ ~. Capital contributed during the year , $ 2645. Cunent year increase (decrease) , $ •2648. ~, Withdrawalsadistributions ,$~ ) ~ Entling capital account , $ 0. w © Tau basis ^ GAAP ^ Section 704(6) book ~ ^ Other (explain) L O ll For Paperwork Reductlon Act Notlcs, ap Inafructlons for Form 1085. Cat. No. 1 t394R SchedWe K-1 (Form 1085) 2008 Schedule K-1 2009 (Form 1065) For Calendar year 2009, or tax Oepanment of the Treasury year beginning Y009 Internal Revenw Service ending Partner's Share of Income, Deductions, Credits, etC. See separate instructions. Part f ;" Information About the Partnership A Partnership's employer identification number 42-1574153 B Partnership's name, address, city, state, and ZIP code HEGARTY PROPERTIES LLC 2295 SANDY CREEK RD FRISCO, TX 75034-1482 C IRS Center where partnership filed return OLDEN, UT D ~ Check if this is a publicly traded partnership (PTP) Information About the Partner E Partner's identifying number 196-48-3745 F Partner's name, address, city, state, and ZIP code JAMES D. HEGARTY 13 SOUTHWATCH LANE tyi;;ctiaWICSH[JRG, PA 17055 G U General partner or LLC XQLimited partner or other member manager LLC member H X^ Domestic partner Foreign partner What type of entity is this partner? INDIVIDUAL J Partner's share of profit, loss, and capital (see instructions): Beginning Ending Profit 33.33334 $ 33.33339 ~ Loss 33.33334 $ 33.33334 $ Ca ital 33.33334 ~ 33.33334 $ 651109 Final K-1 Amended K-1 OMB No. 1545-0099 Partner's Share of Current Year Income, Deductions Credits and Other Items 1 Ordinary business income (loss) 15 Credits 2 Net rental real estate income (loss) - - - -' 3 Other net rental income (toss) 16 Foreign transactions 4 Guaranteed payments - - - - - - ------------- 5 Interest income Ordinary dividends 6b~Qualified dividends 7 ~ Royalties 8 I Net short-term capital gain (loss) --r------------- _Y_____________ 9a Net long-term capital gain (loss) 17 Alternative minimum tax (AMT) items 9b Collectibles (28Y.) gain (loss) - - - - - - 9c Unrecaptured section 1250 gain - - - Net section 1231 gain (loss) 11 Other income (loss) 18 ITax-exempt income and nondeductible expenses -.t_____________ 12 ~ Section 179 deduction --r_____________ 19 ~ Distributions --r_____________ 13 Other deductions V _ _ _ _ _ _ _ _ _ _ ll 934_ 20 Other information - --------------- K Partner's share of liabilities at year end: - - - - - - - - - - - - - - Nonrecourse ......................... $ Qualified nonrecourse financing....... $ 14 Self•employment earnings (loss) Recourse ............................ $ L Partner's capital account analysis: Beginning capital account ...... , .. ... $ *Se Capital contributed during the year .. .. $ Current year increase (decrease).... .. $ F 0 Withdrawals and distributions ....... .. $ rt Ending capital account ............. .. $ f R e Tax basis ~GAAP Section 704(b) book 5 u Other (explain) s E M Did the partner contribute property w ith abuilt-in gain or loss? o Yes ~ No N t I('Ves', attach statement (see instructions) . ~ for BAA For Paperwork Reduction Act Notice, see Instructions for Form 1065 PARTNER 2 Schedule K-1 (Form 1065) 2009 aT~aosrn oenaro9 v ~~ 1 i ~~ ~~ ~1 b ~~ A .}" ~! ,I ~r ~) ~ "C .~ n A I G1 ~l O ~ "\ ~...] G V O ~ ~ ~. -ti r ~ J N h ~ °~ T U ~~ it ~ ` 1 ~ ~, ~~ 3 ° e \/ ~ ^~ v) V z~ ~ ~~o mo~~ ~~~ °a 0 N f0 fR N N f0 pN Nf~ON tD p~~O i. O A v v V !C• ~SjR~ ,Y` s ~~ $ t d a 41 ~O x •1. w w w c 1~ ,4 n 3 m ~_ \Y N v i O V tr ~_ n Q ~: m m m ~~ N V a N ~ O ~, 3~~~ O ~ ~ ~ c ~ ~ N m ~?m T 1V M M EA .i J w ~ ~p~ ~ AC~Tr0 V V _~ ~• c a ~ O ~p o a~ ~ 3 ~ ~. W ,~ r ~ 3 .~ T MEMO NDUM The following is a list of items to review periodically and be aware of concerning your LLC. ITEM INSTRUCTIONS 1. TAX RETURN An LLC is a separate entity for tax purposes; therefore it , must file its own yearly 1065 tax return with K-1 forms. 2. FINANCIAL STATEMENTS Financial statements should be prepared annually for the LLC. 3. MEETINGS There should be a LLC meeting at least annually to review the records and business activities of the LLC. 4. ACCOUNTANT Please advise your accountant or tax preparer immediately of the creation of your LLC and advise your accountant to call me if there are any questions or ne d d l e e c arification. Also, be sure to apply for your Federal LLC identification number (SS-4). 5. AMENDED Amended Articles must be filed when certain changes occur ARTICLES occur such as the admission or removal of a member. You should contact my office when any change in the LLC occurs to see if an amended certificate is needed. RECEIVED ARTICLES OF ORGANIZATION OF HEGARTY PROPERTIES, LLC (a Utah Limited Liability Company) JAN 3 1 2003 ~h Diu. d a Cen~n~. ~. THESE ARTICLES OF ORGANIZATION forming a limited liability company under the Revised Utah Limited Liability Company Act are made and executed as of the ~~ day of r h~~, 2002, by the undersigned. 1. Name. The name of the Utah limited liability company (hereinafter referred to as the "Company") is "HEGARTY PROPERTIES, LLC" (hereinafter referred to as the "Company"). 2. Period of Duration. The period of duration of the Company shall commence on the date of the filing of these Articles of Organization with the Utah Division of Corporations and Commercial Code of the Department of Commerce of the State of Utah and shall continue from that date for a period of 50 years. 3. Business Purpose. Except as otherwise provided by the laws of the State of Utah, this Limited Liability Company may conduct or promote any lawful business or purpose which a partnership or general corporation may conduct or promote. 4 Registered Office and Agent. The street address of the Company's registered office is 8385 So. Stonefield Road, Sandy, Utah 84094. The name of the Company's initial registered agent at that address is MICHAEL J. HEGARTY. As evidenced by the signature that immediately follows, the registered agent named herein hereby accepts appointment as registered agent for the above named limited liability company, and will serve as registered agent at the registered office specified above. MICHAEL J. GARTY, Registered Agent ~~s, 0 w 0 W -~ 0 p. 0 The Division of Corporations and Commercial Code of the Utah Department of Commerce is appointed the agent of the Limited Liability Company for service of process if the agent has resigned, the agent's authority has been revoked, or the agent cannot be found or served with the exercise of reasonable diligence. 5. M n men Man .The management of the Company shall be vested in the Manager named below. It is fundamental to the organization and internal affairs of the Company that the members and manager of the Company shall have limited liability as provided under the Revised Utah Limited Liability Company Act. The name and street address of the initial Manager of the Company, who shall serve until his successor is appointed or until his resignation or removal, are as follows: James D. Hegarty 13 Southwatch Lane Mechanicsburg, PA 17055 6. Designated Office. The designated office of the Company, being the place where Company records required by the Act are to be kept, shall be at the address listed below, or such other place within the State as the manager may determine from time to time. 8385 So. Stonefield Road Sandy, Utah 84094 7. Limited Liability. Except as otherwise provided in the Act, no member, manager or employee of the Company, as such, shall be personally liable under any judgment, decree or order of a court, or in any other manner, for a debt, obligation or liability of the Company or for the acts or omissions of the Company or of any other member, manager or employee. 8. r nizer. The organizer of this Limited Liability Company is an individual at least 18 years of age. The name and address of the organizer are: Michael J. Hegarty 8385 So. Stonefield Road Sandy, Utah 84094 2 9. Creditors Limited to Charging Order. A judgment creditor of a member in the Company may not attach any assets of the Company or cause a dissolution of the Company but may, upon application and order of a court of competent jurisdiction, charge the member's interest in the Company with payment for the unsatisfied amount of a judgment, plus interest. However, no judgment creditor of a member shall be entitled to become a member. Rather, to the extent a judgment creditor is the beneficiary of a charging order against a member's interest in the Company, the judgment creditor shall only have the rights of an assignee of such member's interest, as provided in the Operating Agreement for the Company, which shall be to receive, to the extent charged, only the share of profits and losses and distributions from the Company to which the member would be entitled. 10. Redemption of Interests. Except as may otherwise be provided in the Operating Agreement, a member may receive payment in redemption of the member's interest in the Company only upon winding up at the end of the Company's period of duration or upon winding up after another event of dissolution specified in the Company's Operating Agreement. 11 • Governing Law. The laws of the State of Utah shall govern the organization and internal affairs of the Company and the liability and authority of its members and manager. IN WITNESS WHEREOF, these Articles of Organization were executed as of the date first above written by the undersigned Organizer of the Company who is duly authorized to execute and file these Articles of Organization, and to affirm, UNDER PENALTIES OF PERJURY, that the facts stated in these Articles of Organization are true. MICHAEL J. 3 OPERATING AGREEMENT OF HEGARTY PROPERTIES, LLC TF~13 OPERATING AGREEMENT (this "A~reement") is entered into this 3~ day of J,~,~,q,~,.~ , 2003, by and among the signatories hereto. Explanatory Statement The parties have agreed to organize and operate a limited liability company in accordance with the provisions of this Agreement. NOW, THEREFORE, for good and valuable consideration, the parties, intending legally to be bound, agree as follows: Section 1 Defined Tenors In this Agreement, the following capitalized terms shall have the meaning specified in thls Section 1. Other terms may be defined in the text of this Agreement; and, throughout this Agreement, those terms shall have the meanings respectively ascribed to them. "Act" means the Utah Limited Liability Company Act, Utah Code Ann. 1953, as amended from time to time. "Adjusted Capital Account Deficit' means, with respect to any Interest Holder, the deficit balance, if any, in the Interest Holder's Capital Account as of the end of the relevant taxable year, after giving effect to the following adjustments: (i) the deficit shall be decreased by the amounts which the Interest Holder is obligated to restore pursuant to Section 4.4.2 of this Agreement or is deemed obligated to restore pursuant to Regulation Sections 1.704-2(g)(1) and (i)(5j (i.e., the Interest Holder's share of Minimum Gain and Member Minimum Gain); and (ii) the deficit shall be increased by the items described in Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6). "Agreement" means this Operating Agreement, as amended from time to time. "Capital Account" means the account to be maintained by the Company for each Interest Holder in accordance with the following provisions: (i) An Interest Holder's Capital Account shall be credited with the Interest Holder's Capital Contributions, the amount of any Company liabilities assumed by the Interest Holder (or which are secured by Company property distributed to the Interest Holder), the Interest Holder's allocable share of Profit and any item in the nature of income or gain specially allocated to the Interest Holder pursuant to the provisions of Section 4 (other than Section 4.3.3). (ii) An Interest Holder's Capital Account shall be debited with the amount of money and the fair market value of any Company property distributed to the Interest Holder, the Interest Holder's allocable share of Loss, and any item in the nature of expenses or losses specially allocated to the Interest Holder pursuant to the provisions of Section 4 (other than Section 4.3.3). (iii) If any Interest is transferred pursuant to the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent the Capital Account is attributable to the transferred Interest. If the book value of Company property is adjusted pursuant to Section 4.3.3, the Capital Account of each Interest Holder shall be adjusted to reflect the aggregate adjustment in the same manner as if the Company had recognized gain or loss equal to the amount of such aggregate adjustment. (iv) It is intended that the Capital Accounts of all Interest Holders shall be maintained in compliance with the provisions of Regulation Section 1.704-1(b), and all provisions of this Agreement relating to the maintenance of Capital Accounts shall be interpreted and applied in a manner consistent with that Regulation. "Capital Contribution" means the total amount of cash and the fair market value of any other assets contributed (or deemed contributed under Regulation Section 1.704-1(b)(2)(iv)(d)) to the Company by a Member, net of liabilities assumed or to which the assets are subject. "Capital Proceeds" means the gross receipts received by the Company from a Capital Transaction. "Capital Transaction" means any transaction not in the ordinary course of business which results in the Company's receipt of cash or other consideration other than Capital Contributions, including, without limitation, proceeds of sales or exchanges or other dispositions of property not in the ordinary course of business, financings, refinancings, condemnations, recoveries of damage awards, and insurance proceeds. "Cash Flor/' means all cash funds derived from operations of the Company (including interest received on reserves), without reduction for any noncash charges, but less cash funds used to pay current operating expenses and to pay or establish reasonable reserves for future expenses, debt payments, capital improvements, and replacements as determined by the Members. Cash Flow shall not include Capital Proceeds but shall be increased by the reduction of any reserve previously established. "Code" means the Internal Revenue Code of 1986, as amended, or any corresponding provision of any succeeding law. "Compan}!' means the limited liability company formed in accordance with this Agreement. "Division" means the Division of Corporations and Commercial Code of the Department of Commerce of the State of Utah. "Genera! Manager' means the Person or Persons designated as such in Section 5 of this Agreement. "Interest" means a Person's share of the Profits and Losses of, and the right to receive distributions from, the Company. "Interest Holder" means any Person who holds an Interest, whether as a Member or as an unadmitted assignee of a Member. "Involuntary Withdrawal' means, with respect to any Member, the occurrence of any of the following events: (i) the Member makes an assignment for the benefit of creditors; (ii) the Member files a voluntary petition of bankruptcy; (iii) the Member is adjudged bankrupt or insolvent or there is entered against the Member an order for relief in any bankruptcy or insolvency proceeding; (iv) the Member files a petition seeking for the Member any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation; for, receiver foM orbquidation~ of the Member or of all oeany substantial parttof therustee Member's properties; (vi) the Member files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the Member in any proceeding described in Subsections (i) through (v), above; (vii) any proceeding against the Member seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation, continues for one hundred twenty (120) days after the commencement thereof, or the appointment of a trustee, receiver, or liquidator for the Member or all or any substantial part of the Member's properties without the Member's agreement or acquiescence, which appointment is not vacated or stayed for one hundred twenty (120) days or, if the appointment is stayed, for one hundred twenty (120) days after the expiration of the stay during which period the appointment is not vacated; (viii) if the Member is an individual, the Member's death or adjudication by a court of competent jurisdiction as incompetent to manage the Member's person or property; (ix) if the Member is acting as a Member by virtue of being a trustee of a trust, the termination of the trust; (x) if the Member is a partnership or limited liability company, the dissolution and commencement of winding up of the partnership or limited liability company; (xi) if the Member is a corporation, the dissolution of the corporation or the revocation or cancellation of its articles of incorporation; or 3 (xii) if the Member is an estate, the distribution by the fiduciary of the estate's entire interest in the Company. "Member" means each Person signing this Agreement and any Person who subsequently signs this Agreement and is admitted as a member of the Company. "Member Loan Nonrecourse Deductions" means any Company deductions that would be Nonrecourse Deductions if they were not attributable to a loan made or guaranteed by a Member within the meaning of Regulation Section 1.704-2(i). "Member Minimum Gain" has the meaning set forth in Regulation Section 1.704-2(i) for "partner nonrecourse debt minimum gain." "Membership Rights" means all of the rights of a Member in the Company, including that Member's: (i) Interest, (ii) right to inspect the Company's books and records, (iii) right to participate in the management of and vote on matters coming before the Company to the extent permitted by the Act, the Articles of Organization and this Agreement, and (iv~ right to act as an agent of the Company, unless this Agreement or the Articles of Orgarnzation provide otherwise. "Minimum Gain" has the meaning set forth in Regulation Section 1.704-2(d). Minimum Gain shall be computed separately for each Interest Holder in a manner consistent with the Regulations under Code Section 704(b). "Negative Capifa/Account" means a Capital Account with a balance of less than zero. "Nonrecourse Deductions" has the meaning set forth in Regulation Section 1.704-2(b)(1). The amount of Nonrecourse Deductions for a taxable year of theg taxable yearq, determined accord ng to the~provisions of Regulation Section 1x704 2(c). "Nonrecourse Liability' has the meaning set forth in Regulation Section 1.704-2(b)(3). "Percentage" means, as to a Member, the percentage set forth after the Member's name on Exhibit A, as amended from time to time, and as to an Interest Holder who is not a Member, the Percentage of the Member whose Interest has been acquired by such Interest Holder, to the extent the Interest Holder has succeeded to that Member's Interest. "Person" means and includes an individual, corporation, partnership, association, limited liability company, trust, estate, or other entity. "Positive Capital Account" means a Capital Account with a balance greater than zero. "Profit" and "Loss" mean, for each taxable year of the Company (or other period for which Profit or Loss must be computed), the Company's taxable income or loss determined in accordance with Code Section 703(a), with the following adjustments: (i) all items of income, gain, loss, deduction, or credit required to be stated separately pursuant to Code Section 703(a)(1) shall be included in computing taxable income or loss; and computi gaProfit or Loss tshaU be of ludedo n computing t xable income o~losscoandin (iii) any expenditures of the Company described in Code Section 705(a)(2)(B) (or treated as such pursuant to Regulation Section 1.704-1 b 2 iv i and not otherwise taken into account in computing Profit or Loss, shall be subtr)a(cted from taxable income or loss; and (iv) gain or loss resulting from any taxable disposition of Com an ~ be computed by reference to the adjusted book value of the property disposepd oT, shall notwithstanding the fact that the adjusted book value differs from the adjusted basis of the property for federal income tax purposes; and (v) in lieu of the depreciation, amortization, or cost recovery deductions allowable in computing taxable income or loss, there shall be taken into account the depreciation computed based upon the adjusted book value of the asset; and (vi) notwithstanding any other provision of this definition, any items which are specially allocated pursuant to Section 4.3 of this Agreement shall not be taken into account in computing Profit or Loss. "Regulation" means the income tax regulations, including any temporary regulations, from time to time promulgated under the Code. "Transfer," when used as a noun, means any voluntary sale, hypothecation, pledge, assignment, attachment, give, or other transfer, and, when used as a verb, means voluntarily to sell, hypothecate, pledge, assign, gift, or otherwise transfer. "Voluntary Withdrawal" means a Member's dissociation with the Company by means other than a Transfer or an Involuntary Withdrawal. Section 2 Formation and Name; Office; Purpose; Term 2.1. Organization. The parties hereby organize a limited liability company under the Act and the provisions of this Agreement and, for that purpose, have caused Articles of Organization to be prepared, executed, and filed with the Division of Corporations of the State of Utah on the day of 2003. 2.2. Name of the Company. The name of the Company shall be "HEGARTY PROPERTIES, LLC." The Company may do business under that name and under any other name or names upon which the Members agree. If the Company does business under a name other than that set forth in the Company's Articles of Organization, then the Company shall register such assumed name as required by law. 2.3. Purpose. Except as otherwise provided by the laws of the State of Utah, this Limited Liability Company may conduct or promote any lawful business or purpose which a partnership, general corporation, or professional corporation may conduct or promote. 2.4. Term. The term of the Company began upon the filing of the Articles of Organization by the Division of Corporations on , 2003 and shall Orgain zatton or theOCompany'sl existence is sooner terpminat~ed hsuant to Section 7 of this Agreement. 2.5. Registered Oftrce and Agent. The name of the Company's registered agent and the registered office of the registered agent in the State of Utah shall be MICHAEL J. HEGARTY, 8385 So. Stonefield Road, Sandy, Utah 84094. identificatio~nu ber, and Percentage of each Membe earedset forth onaExhibit A. Section 3 Members; Capital; Capital Accounts 3.1. Initial Capital Contributions. Upon the execution of this Agreement, the Members shall contribute to the Company cash in the amounts respectively set forth on Exhibit A. 3.2. Additional Capifal Contributions 3.2.1. If the General Manager at any time or from time to time determines that the Company requires additional Capital Contributions, then the General Manager shall give notice to each Member of (i) the total amount of additional Capital Contributions required, (ii) the reason the additional Capital Contribution is required, (iii) each Member's proportionate share of the total additional Capital Contribution (determined in accordance with this Section), and (iv) the date each Member's additional Capital Contribution is due and payable, which date shall be thirty (30) days after the notice has been given. A Member's share of the total additional Capital Contribution shall be equal to the product obtained by multiply/ng (i) the Member's Percentage, by (ii) the total additional Capital Contribution required. A Member's share shall be payable in cash or by certified check. 3.2.2. Except as provided in Section 3.2.1, no Member shall be required to contribute any additional capital to the Company, and no Member shall have any personal liability for any obligation of the Company. 3.2.3. If a Member fails to pay when due all or any portion of any Capital Contribution, the General Manager shall request the nondefaulting Members to pay the unpaid amount of the defaulting Member's Capital Contribution (the "Unpaid Contribution"). To the extent the Unpaid Contribution is contributed by any other Member, the defaulting Member's Percentage shall be reduced and the Percentage of each Member who makes up the Unpaid Contribution shall be increased, so that each Member's Percentage is equal to a fraction, the numerator of which is that Member's total Capital Contribution and the denominator of which is the total Capital Contributions of all Members. The General Manager shall amend Exhibit A accordingly. This remedy is in addition to any other remedies allowed by law or by this Agreement. 3.3. No Interest on Capital Contributions. Neither Members nor Interest Holders shall be paid interest on their Capital Contributions. 3.4. Return of Capital Contributions. Except as otherwise provided in this Agreement, no Interest Holder shall have the right to receive any return of any Capital Contribution. 3.5. Form of Return of Capital. Except as otherwise provided in this Agreement, if an Interest Holder is entitled to receive a return of a Capital Contribution, the Interest Holder shall not have the right to receive anything but cash in return of the Interest Holder's Capital Contribution, irrespective of the nature of the Member's contribution. 3.6. Capital Accounts. A separate Capital Account shall be maintained by the Company for each Interest Holder. 3.7. Loans. Any Member may, at any time, make or cause a loan to be made to the Company in any amount and on those terms upon which the Company and the Member agree. Section 4 Profit, Loss, and Distributions 4.1. Distribution of Cash Flow and Allocation of Profit or Loss from Operations 4.1.1. Distribufion of Cash Flow. Cash Flow for each taxable year of the Company shall be distributed to the Interest Holders in proportion to their Percentages no later than seventy-five (75) days after the end of the taxable year. 4.1.2. Profit or Loss Other Than from a Capital Transaction. After giving effect to the special allocations set forth in Section 4.3, for any taxable year of the Company, Profit or Loss (other than Profit or Loss resulting from a Capital Transaction, which Profit or Loss shall be allocated in accordance with the provisions of Sections 4.2.1 and 4.2.2) shall be allocated to the Interest Holders in proportion to their Percentages. 4.2. Distribution of Capital Proceeds and Allocation of Prot~t or Loss from Capital Transaction Section 4.3, Prof't~fromea Cap9al Teansact on shall Ibela lotcated as follows: 4.2.1.1. If one or more Interest Holders has a Negative Capital Account, to those Interest Holders, in proportion to their Negative Capital Accounts, until all of those Negative Capital Accounts have been reduced to zero. allocated to the ntePest Holdersoinaproportion to,tandetot~the exte t of, the e amounts distributable to them pursuant to Sections 4.2.3.4.1 and 4.2.3.4.3. 4.2.1.3. Any Profit in excess of the foregoing allocations shall be allocated to the Interest Holders in proportion to their Percentages. 4.2.2. Loss. After iving effect to the special allocations set forth in Section 4.3, Loss from a Capital transaction shall be allocated as follows: 4.2.2.1. If one or more Interest Holders has a Positive Capital Account, to those Interest Holders, in proportion to their Positive Capital Accounts, until all Positive Capital Accounts have been reduced to zero. 4.2.2.2. Any Loss not allocated to reduce Positive Capital Accounts to zero pursuant to Section 4.2.2.1 shall be allocated to the Interest Holders in proportion to their Percentages. 4.2.3. Capital Proceeds. Capital Proceeds shall be distributed and applied by the Company in the following order and priority: 4.2.3.1. to the payment of all expenses of the Company incident to the Capital Transaction; then 4.2.3.2. to the payment of debts and liabilities of the Company then due and outstanding (including all debts due to any Interest Holder); then 4.2.3.3. to the establishment of any reserves which the General Manager deems necessary for liabilities or obligations of the Company; then 4.2.3.4. the balance shall be distributed as follows: 4.2.3.4.1. to the Interest Holders in proportion to their Adjusted Capital Balances, until their remaining Adjusted Capital Balances have been paid in full; 4.2.3.4.2. if any Interest Holder has a Positive Capital Account after the distributions made pursuant to Section 4.2.3.4.1 and before any further allocation of Profit pursuant to Section 4.2.1.3, to those Interest Holders in proportion to their Positive Capital Accounts; then 4.2.3.4.3. the balance, to the Interest Holders in proportion to their Percentages. 4.3. Regulatory Allocations 4.3.1. Qualified Income Offset. No Interest Holder shall be allocated Losses or deductions if the allocation causes the Interest Holder to have an AdJusted Capital Account Deficit. If an Interest Holder receives (1) an allocation of Loss or deduction (or item thereof) or (2) any distribution, which causes the Interest Holder to have an Adjusted Capital Account Deficit at the end of any taxable year, then all items of income and gain of the Company (consisting of a pro rata portion of each item of Company income, including gross income and gain) for that taxable year shall be allocated to that Interest Holder, before any other allocation is made of Company items for that taxable year, in the amount and in proportions required to eliminate the excess as quickly as possible. This Section 4.3.1 is intended to comply with, and shall be interpreted consistently with, the "qualified income offset" provisions of the Regulations promulgated under Code Section 704(b). 4.3.2. Minimum Gain Chargeback. Except as set forth in Regulation Section 1.704-2(f)(2), (3), and (4), if, during any taxable year, there is a net decrease in Minimum Gain, each Interest Holder, prior to any other allocation pursuant to this Section 4, shall be specially allocated items of gross income and gain for such taxable year (and, if necessary, subsequent taxable years) in an amount equal to that Interest Holder's share of the net decrease of Minimum Gain, computed in accordance with Regulation Section 1.704-2(g)(2). Allocations of gross income and gain pursuant to this Section 4.3.2 shall be made first from fain rec nized from the disposition of Company assets subject to nonrecourse liabilities within the meaning of the Regulations promulggated under Code Section 752), to the extent of the Minimum Gain attributable to tF~ose assets, and thereafter, from a pro rata portion of the Company's other items of income and gain for the taxable year. It is the intent of the parties hereto that any allocation pursuant to this Section 4.3.2 shall constitute a "minimum gain chargeback" under Regulation Section 1.704-2(f). 4.3.3. Contributed Property and Book-ups. In accordance with Code Section 704(c) and the Regulations thereunder, as well as Regulation Section 1.704-I(b)(2)(iv)(d)(3), income, gain, loss, and deduction with respect to any property contributed (or deemed contributed) to the Company shall, solely for tax purposes, be allocated among the Interest Holders so as to take account of any variation between the adjusted basis of the property to the Company for federal income tax purposes and its fair market value at the date of contribution (or deemed contribution). If the adjusted book value of any Company asset is adjusted as provided herein, subsequent allocations of income, gain, loss, and deduction with respect to the asset shall take account of any variation between the adjusted basis of the asset for federal income tax purposes and its adjusted book value in the manner required under Code Section 704(c) and the Regulations thereunder. 4.3.4. Code Secfion 754 Adjustment. To the extent an adjustment to the tax basis of any Company asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of the adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases basis), and the gain or loss shall be specially allocated to the Interest Holders in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to that Section of the Regulations. 4.3.5. Nonrecourse Deductions. Nonrecourse Deductions for a taxable year or other period shall be specially allocated among the Interest Holders in proportion to their Percentages 4.3.6. Member Loan Nonrecourse Deductions. Any Member Loan Nonrecourse Deduction for any taxable year or other penod shall be specially allocated to the Interest Holder who bears the risk of loss with respect to the loan to which the Member Loan Nonrecourse Deduction is attributable in accordance with Regulation Section 1.704-2(b). 4.3.7. Guaranteed Payments. To the extent any compensation paid to any Member by the Company, including any fees payable to any Member pursuant to Section 5.3 hereof, is determined by the Internal Revenue Service not to be a guaranteed payment under Code Section 707(c) or is not paid to the Member other than in the Person's capacity as a Member within the meaning of Code Section 707(a), the Member shall be specially allocated gross income of the Company in an amount equal to the amount of that compensation, and the Member's Capital Account shall be adjusted to reflect the payment of that compensation. 4.3.8. Unrealized Receivables. If an Interest Holder's Interest is reduced (provided the reduction does not result in a complete termination of the Interest Holder's Interest), the Interest Holder's share of the Company's "unrealized receivables" and "substantially appreciated inventory" (within the meaning of Code Section 751) shall not be reduced, so that, notwithstanding any other provision of this Agreement to the contrary, that portion of the Profit otherwise allocable upon a liquidation or dissolution of the Company pursuant to Section 4.4 hereof which is taxable as ordinary income (recaptured) for federal income tax purposes shall, to the extent possible without increasing the total gain to the Company or to any Interest Holder, be specially allocated among the interest Holders in roportion to the deductions (or basis reductions treated as deductions giving rise to such recapture. Any questions as to the aforesaid allocation of ordinary income (recapture), to the extent such questions cannot be resolved in the manner specified above, shall be resolved by the General Manager. 4.3.9. Withholding. All amounts required to be withheld pursuant to Code Section 1446 or any other provision of federal, state, or local tax law shall be treated as amounts actually distributed to the affected Interest Holders for all purposes under this Agreement. 4.4. Liquidation and Dissolution 4.4.1. If the Company is liquidated, the assets of the Company shall be distributed to the Interest Holders in accordance with the balances in their respective Capital Accounts, after taking into account the allocations of Profit or Loss pursuant to Sections 4.1 or 4.2, if any, and distributions, if any, of cash or property pursuant to Sections 4.1 and 4.2.3. 4.4.2. No Interest Holder shall be obligated to restore a Negative Capital Account. 4.5. General io 4.5.1. Except as otherwise provided in this Agreement, the timing and amount of all distributions shall be determined by the General Manager. 4.5.2. If any assets of the Company are distributed in kind to the Interest Holders, those assets shall be valued on the basis of their fair market value, and any Interest Holder entitled to any interest in those assets shall receive that interest as atenant-in-common with all other Interest Holders so entitled. Unless the Members otherwise agree, the fair market value of the assets shall be determined by an independent appraiser who shall be selected by the General Manager. The Profit or Loss for each unsold asset shall be determined as if the asset had been sold at its fair market value, and the Profit or Loss shall be allocated as provided in Section 4.2 and shall be properly credited or charged to the Capital Accounts of the Interest Holders prior to the distribution of the assets in liquidation pursuant to Section 4.4. 4.5.3. All Profit and Loss shall be allocated, and all distributions shall be made to the Persons shown on the records of the Company to have been Interest Holders as of the last day of the taxable year for which the allocation or distribution is to be made. Notwithstanding the foregoing, unless the Company's taxable year is separated into segments, if there is a Transfer or an Involuntary Withdrawal during the taxable year, the Profit and Loss shall be allocated between the original Interest Holder and the successor on the basis of the number of days each was an Interest Holder during the taxable year; provided, however, the Company's taxable year shall be segregated into two or more segments in order to account for Profit, Loss, or proceeds attributable to a Capital Transaction or to any other extraordinary nonrecurring items of the Company. 4.5.4. The Members are hereby authorized, upon the advice of the Company's tax counsel, to amend this Section 4 to comply with the Code and the Regulations promulgated under Code Section 704(b); provided, however, that no amendment shall materially affect distributions to an Interest Holder without the Interest Holder's prior written consent. Section 5 Management: Rights, Powers, and Duties 5.1. Management 5.1.1. By General Manager. The Company shall be managed by a manager who shall have the title "General Manager," and who may, but need not, be a Member. JAMES D. HEGARTY is hereby designated to serve as the initial General Manager. 5.1.2. General Powers. The General Manager shall have full, exclusive, and complete discretion, power, and authority, subject in all cases to the other provisions of this Agreement and the requirements of applicable law, to manage, control, administer, and operate the business and affairs of the Company for the purposes herein stated, and to make all decisions affecting such business and affairs, including, without limitation, for Company purposes, the power to: 5.1.2.1. acquire by purchase, lease, or otherwise, any real or personal property, tangible or intangible; 5.1.2.2. construct, operate, maintain, finance, and improve, and to own, sell, convey, assign, mortgage, or lease any real estate and any personal property; 5.1.2.3. sell, dispose, trade, or exchange Company assets in the ordinary course of the Company's business; 5.1.2.4. enter into agreements and contracts and to give receipts, releases, and discharges; 5.1.2.5. purchase liability and other insurance to protect the Company's properties and business; 5.1.2.6. borrow money for and on behalf of the Company, and, in connection therewith, execute and deliver instruments authorizing the confession of judgment against the Company; 5.1.2.7. execute or modify leases with respect to any part or all of the assets of the Company; 5.1.2.8. prepay, in whole or in part, refinance, amend, modify, or extend any mortgages or deeds of trust which may affect any asset of the Company and in connection therewith to execute for and on behalf of the Company any extensions, renewals or modifications of such mortgages or deeds of trust; 5.1.2.9. execute any and all other instruments and documents which may be necessary, or in the opinion of the General Manager desirable, to carry out the intent and purpose of this Agreement, including, but not limited to, documents whose operation and effect extend beyond the term of the Company; 5.1.2.10. make any and all expenditures which the General Manager, in its sole discretion, deems necessary or appropriate in connection with the management of the affairs of the Company and the carrying out of its obligations and responsibilities under this Agreement, including, without limitation, all legal, accounting and other related expenses incurred in connection with the organization and financing and operation of the Company; 5.1.2.11. enter into any kind of activity necessary to, in connection with, or incidental to, the accomplishment of the purposes of the Company; and 5.1.2.12. invest and reinvest Company reserves in short-term instruments or money market funds. 5.1.3. Extraordinary Transactions. Notwithstanding anything to the contrary in this Agreement, the General Manager shall not undertake any of the following without the approval of the Members: ~2 5.1.3.1. any Capital Transaction; 5.1.3.2. loaning more than $5,000.00 of the Company's money on any one occasion, or an aggregate of that amount on more than one occasion to the same person; 5.1.3.3. admission of any additional Member to the Company; does not provide for9he registration of fore'gn im ted liability companies~ch and 5.1.3.5. elect to exercise any Purchase Option on behalf of the Company pursuant to Section 6.4. 5.1.4. Limitation on Authority of Members 5.1.4.1. Except as otherwise provided in this Agreement, no Member (who is not a General Manager) shall have the right to vote on any matter concerning the affairs of the Company or be considered an agent of the Company solely by virtue of being a Member, and no Member has authority to act for the Company solely by virtue of being a Member. 5.1.4.2. This Section 5.1 supersedes any authority granted to the Members pursuant to Section 48-2b-125(1)(b) of the Act. Any Member who takes any action or binds the Company in violation of this Section 5.1 shall be solely responsible for any loss and expense incurred by the Company as a result of the unauthorized action and shall indemnify and hold the Company harmless with respect to the loss or expense. 5.1.5. Removal of General Manager. The Members holding at least 66% of the Percentages then held by Members, at any time and from time to time and for any reason or no reason, may remove the General Manager then acting and elect a new General Manager. 5.2. Meetings of and Voting by Members 5.2.1. Calling and Notice. A meeting of the Members may be called at any time by the General Manager or by those Members holding at least 51 % of the Percentages then held by Members. Meetings of Members shall be held at the Company s principal place of business or at any other place in Sandy, Utah designated by the Person calling the meetingg Not less than ten (10) nor more than ninety (90) days before each meeting, tine Person calling the meeting shall give written notice of the meeting to each Member entitled to vote at the meeting. The notice shall state the time, place, and purpose of the meeting. Notwithstanding the foregoing provisions, each Member who is entitled to notice waives notice if before or after the meeting the Member signs a waiver of the notice which is filed with the records of Members' meetings, or is present at the meeting in person or by proxy. Unless this Agreement provides otherwise, at a meeting of Members, the presence in person or by proxy of Members holding not less than 51 % of the Percentages then held by Members constitutes a quorum. A Member may vote either in person or by written proxy signed by the Member or 13 by the Member's duly authorized attorney-in-fact. 5.2.2. Majority Rules. Except as otherwise provided in this Agreement, the affirmative vote of Members holding 51 % or more of the Percentages then held by Members shall be required to approve any matter coming before the Members. 5.2.3. Informal Action. In lieu of holding a meeting, the Members may vote or otherwise take action by a written instrument indicating the consent of Members signing the consent. 5.3. Personal Services 5.3.1. Personal Services of Members. No Member shall be required to pertorm services for the Company solely by virtue of being a Member. Unless approved by the General Manager, no Member shall perform services for the Company or be entitled to compensation for services performed for the Company. 5.3.2 . Compensation of General Manager. Unless approved by Members holding 51 ~ of the Percentages then held by Members, the General Manager shall not be entitled to compensation for services performed for the Company. 5.3.3. Reimbursement of Genera/ Manager. Upon substantiation of the amount and purpose thereof, the General Manager shall be entitled to reimbursement for direct out-of-pocket expenses actually and reasonably incurred in connection with the business and affairs of the Company. 5.4. Duties of Parties 5.4.1. Extent of Liability. The General Manager shall not be liable, responsible, or accountable in damages or otherwise to the Company or to any other Member for any action taken or any failure to act on behalf of the Company within the scope of the authority conferred on the General Manager by this Agreement or by law, unless the action was taken or omission was made fraudulently or in bad faith or unless the action or omission constituted gross negligence. 5.4.2. Member's Other Businesses. Except as otherwise expressly provided in Section 5.4.3, nothing in this Agreement shall be deemed to restrict in any way the rights of any Member, or of any Affiliate of any Member, to conduct any other business or activity whatsoever, and no Member shall be accountable to the Company or to any other Member for that business or activity even if the business or activity competes with the Company's business. The organization of the Company shall be without pre'udice to the Members' respective rights (or the rights of their respective Affiliates to maintain, expand, or diversify such other interests and activities and to receive and en)'oy profits or compensation therefrom. Each Member waives any rights the Member might otherwise have to share or participate in such other interests or activities of any other Member and such Member's Affiliates. 5.4.3. Dealings with Members. Each Member understands and 14 acknowledges that the conduct of the Company's business may involve business dealings and undertakings with Members and their Affiliates. In any of those cases, those dealings and undertakings shall be at arm's length and on commercially reasonable terms. 5.5. Liability and Indemnification of General Manager 5.5.1. Liability of General Manager. The General Manager shall not be liable, responsible, or accountable, in damages or otherwise, to any Member or to the Company for any act pertormed by the manager within the scope of the authority conferred on the manager by this Agreement, except for fraud, gross negligence, or an intentional breach of this Agreement. 5.5.2. Indemnificafion of General Manager. The Company shall indemnify the General Manager as required by the Act and for any inaction or act pertormed by the General Manager within the scope of the authority conferred on the General Manager by this Agreement, except for fraud, gross negligence, or an intentional breach of this Agreement. The Company shall promptly notify the Members at least ten days before the General Manager is indemnified by the Company for any act, matter, or thing whatsoever. 5.6. Power of Attorney to General Manager 5.6.1. Grant of Power to General Mana er. Each Member constitutes and appoints the General Manager as the Members true and lawful attorney-in-fact ("Attorney-in-Fact"), and in the Member's name, place, and stead, to make, execute, sign, acknowledge, and file: 5.6.1.1. one or more articles of organization; 5.6.1.2. all documents (including amendments to articles of organization) which the Attorney-in-Fact deems appropriate to reflect any amendment, change, or modification of this Agreement; and 5.6.1.3. anyy and all other certificates or other instruments required to be filed by the Company under the laws of the State of Utah or any other state or jurisdiction, including, without limitation, any certificate or other instruments necessary in order for the Company to continue to andlify as a limited liability company under the laws of the State of Utah; 5.6.1.4. one or more fictitious or trade name certificates in any jurisdiction; and 5.6.1.5. all documents which may be required to dissolve and terminate the Company and to cancel its articles of organization. 5.6.2. No Personal Liability. The foregoing power of attorney shall not grant the Attorney-in-Fact, without the prior express written consent of the Member to be bound thereby, the right or power to incur personal liability of any Member incident to the dissolution, termination, merger, or conversion of the is Company, or otherwise. 5.6.3. Irrevocability. The foregoing power of attomey is irrevocable and is coupled with an interest, and, to the extent permitted by applicable law, shall survive the death or disability of the Member granting the same. It also shall survive the Transfer of an Interest, except that if the transferee is admitted as a Member, this power of attomey shall survive the delivery of the assignment for the sole purpose of enabling the Attomey-in-Fact to execute, acknowledge, and file any documents needed to effectuate the substitution of the transferee as a Member. Each Member shall be bound by any representations made by the Attorney-in-Fact acting in good faith pursuant to this power of attomey, and each Member hereby waives any and all defenses which may be available to contest, negate, or disaffirm the action of the Attomey-in-Fact taken in good faith under this power of attomey. Section 6 Transfer of Interests and Withdrawals of Members 6.1. Transfers 6.1.1. Conditions of Transfer. No Person may Transfer all or any portion of or any interest or rights in the Person's Membership Rights or Interest unless the following conditions ("Conditions of Transfer") are satisfied: 6.1.1.1. the transferee delivers to the Company a written agreement, in a form reasonably satisfactory to the Company, to be bound by this Agreement; 6.1.1.2. the transferor or the transferee delivers the following information to the Company: (i) the transferee's taxpayer identification number, and (ii) the transferee's initial tax basis in the Transfen'ed Interest; and 6.1.1.3. the Transfer will not result in a deemed or other termination of the Company pursuant to Code Section 708; 6.1.1.4. the Transfer will not require registration of Interests or Membership Rights under any federal or state securities laws; 6.1.1.5. the Transfer will not result in the Company being subject to the Investment Company Act of 1940, as amended; and 6.1.1.6. the transferor complies with the provisions set forth in Section 6.1.4. 6.1.2. Transfer of Interests. If the Conditions of Transfer are satisfied, then a Member or Interest Holder may Transfer all or any portion of that Person's Interest. The Transfer of an Interest pursuant to this Section 6.1 shall not result however, in the Transfer of any of the transferor's other Membership Rights, if any, and the transferee of the Interest shall have no right to: (i) become a 16 Member, (ii) exercise any Membership Rights other than those specifically pertaining to the ownership of an Interest, or (iii) act as an agent of the Company. 6.1.3. Acknowledgment. Each Member hereby acknowledges the reasonableness of the prohibition contained in this Section 6.1 in view of the purposes of the Company and the relationship of the Members. The Transfer of any Membership Rights or Interests in violation of the prohibition contained in this Section 6.1 shall be deemed invalid, null and void, and of no force or effect. Any Person to whom Membership Rights are attempted to be transferred in violation of this Section shall not be entitled to vote on matters coming before the Members, participate in the management of the Company, act as an agent of the Company, receive distributions from the Company, or have any other nghts in or with respect to the Membership Rights, including access to the Company's records under this Agreement of the Act. Further, coincident with the transfer, the transferor of any Interest shall cease to own and exercise any and all Membership Rights in the Company with respect to and to the extent of the Interest transferred. 6.1.4. Right of First Offer 6.1.4.1. If an Interest Holder (a "Transferor") desires to Transfer all or any portion of, or any interest or rights in, the Transferor's Interest (the "Transferor Interest"), the Transferor shall notify the Company of that desire (the "Transfer Notice"). The Transfer Notice shall describe the Transferor Interest. The Company shall have the option (the "Purchase Option") to purchase all of the Transferor Interest for a Price (the "Purchase Price") equal to the amount the Transferor would receive if the company were liquidated and an amount equal to the Appraised Value (as determined pursuant to Section 6.4) were available for distribution to the Members pursuant to Section 4.4. 6.1.4.2. The Purchase Option shall be and remain irrevocable for a period (the "Transfer Period") ending at 11:59 P.M., local time at the Company's registered office on the thirtieth (30th) Day following the Transfer Notice is given to the Company. 6.1.4.3. At any time during the Transfer Period, the Company may elect to exercise the Purchase O tion b g election to the Transferor. The Transfero9shag not be deemed atMember for the purpose of voting on whether the Company shall elect to exercise the Purchase Option. 6.1.4.4. If the Company elects to exercise the Purchase Option, the Company's notice of its election shall fix a closing date (the "Transfer Closing Date") for the purchase, which shall not be eariier than five (5) days after the date of the notice of election or more than thirty (30) days after the expiration of the Transfer Period. 6.1.4.5. If the Company elects to exercise the Purchase Option, the Purchase Price shall be paid m cash on the Transfer Closing Date. 6.1.4.6. If the Company fails to exercise the Purchase Option, the i~ Transferor shall be permitted to offer and sell the Transferor Interest to any non-Affiliate for a period of ninety (90) days (the "Free Transfer Period") after the expiration of the Transfer Period at a price not less than the Purchase Price. If the Transferor does not Transfer the Transferor Interest within the Free Transfer Period, the Transferor's right to Transfer the Transferor Interest pursuant to this Section shall cease and terminate. 6.1.4.7. Any Transfer by the Transferor after the last day of the Free Transfer Period or without strict compliance with the provisions of this Section 6.1 and the other provisions of this Agreement, shall be null and void and of no force or effect. 6.1.5. Admission of Transferee as Member after Consent of Members Receiving Majority of Prohts. If the Conditions of Transfer are satisfied, then the transferee shall be admitted as a Member and shall be entitled to exercise the rights of a Member until receiving, as required by Act Section 48-2b-122, the consent of the Members entitled to receive a majority of the Profits of the Company. If such consent is received, the transferee shall be admitted as a Member effective upon the date of the consent or such other date on or after the date of the transfer as shall be specified in the consent. If such consent is not received, the transferee shall not be a Member and shall only be entitled to receive, to the extent transferred, the distributions to which the transferor would have been entitled. 6.2. Voluntary Withdrawal. No Member shall have the right or power to Voluntarily Withdraw from the Company. 6.3. Involuntary Withdrawal. Immediately upon the occurrence of an Involuntary Withdrawal, the successor, if any, of the withdrawn Member shall thereupon become an Interests Holder but shall not become a Member. If the Company is continued as provided in Section 7.1.3, the successor Interest Holder shall have all the rights of an Interests Holder but shall not be entitled to receive in liquidation of the Interest, pursuant to Act Section 48-2b-138(2), any share in the Company's assets, or to require the Company to purchase the Interest Holder's Interest in the Company. 6.4. Appraised Value 6.4.1. The term "Appraised Value" means the appraised value of the equity in and of the Company's assets as hereinafter provided. Within fifteen (15) days after demand by either one to the other, the Company and the withdrawn Member shall each appoint an appraiser to determine the value of the equity in and of the Company's assets. If the two appraisers agree upon the equity value of the Company's assets, they shall jointly render a single written report stating that value. If the two appraisers cannot agree upon the equity value of Company's assets, they shall each render a separate written report and shall appoint a third appraiser, who shall appraise the Company's Assets and determine the value of the equity therein, and shall render a written report of his opinion thereon. Each party shall pay the fees and other costs of the appraiser appointed by that party, and fees and other costs of the third appraiser shall be shared equally by both parties. 6.4.2. The equity value contained in the aforesaid joint written report or is written report of the third appraiser, as the case may be, shall be the Appraised Value; provided, however, that if the value of the equity contained in the appraisal report of the third appraiser is more than the higher of the first two appraisals, the higher of the first two appraisals shall govem; and provided, further, that ff the value of the equi~ contained in the appraisal report of the third appraiser is less than the lower of t e first two appraisals, the lower of the first two appraisals shall govern. Section 7 Dissolution and Liquidation 7.1. Events of Dissolution. The Company shall be dissolved upon the happening of any of the following events: 7.1.1. when the period fixed for its duration in Section 2.4 had expired; or 7.1.2. upon the unanimous written agreement of the Members. 7.2. Procedure for Winding Up and Distribution b~ Members. If the Company is dissolved, the remaining Members shall wind up its affairs. On winding up of the Company, the assets of the Company shall be distributed, first, to creditors of the Company including Interest Holders who are creditors, in the order of priority as their Capital Contributions, and then to the Interest Holders in accordance with Section 4.4 of this Agreement. Section 8 Admission of Additional Members 8.1. Consent of Members Entitled fo Receive Ma1ority of Profits. Additional Interests may be sold by the Company and additional Members may be admitted as Members of the Company with the written consent of the Members with the majority of the percentages, as required by Act Section 48-2b-122, provided the following conditions are satisfied: 8.1.1. the addition to the Company of any additional Member will not result in a deemed or other termination of the Company under the Code; 8.1.2. the addition to the Company of any additional Member will not require registration of Interests or Membership Rights under any federal or state securities laws; 8.1.3. the addition to the Company of any additional Member will not result in the Company being subject to the Investment Company Act of 1940, as amended; and 8.1.4. the each additional Member complies with the provisions set forth in this Section 8. 8.2. Derinition ofAdditiona/ Member. For purposes of this Section 8, "additional 19 Member" shall include an existing member who acquires an additional Interest from the Company. 8.3. Amendment to Exhibit A. Each additional Member's required initial Capital Contribution, percentage, and the percentages of all other Members shall be in such proportion as shall be agreed by all of the Members and set forth in a written amendment to Exhibit A attached hereto. Unless otherwise specified on that amendment to Exhibit A, such new Member's Capital Account shall begin with a balance equal to the value of such new Member's Capital Contribution received by the Corporation. 8.4. Additional Member Bound by This Agreement. Before becoming a Member, or receiving Membership Rights for any additional Interest acquired, such additional Member must agree in writing, in a form reasonably satisfactory to the Company, to be bound by this Agreement and the amendment to Exhibit A referred to in Section 8.2 regarding the additional Interest and Membership Rights required, and must also provide to the Company such additional Member's taxpayer identification number, and initial tax basis in any property contributed to the Company. Section 9 Books, Records, Accounting, and Tax Elections 9.1. Bank Accounts. All funds of the Company shall be deposited in bank account or accounts opened in the Company's name. The Members shall determine the institution or institutions accounts, and the persons who will have authority with respect to the accounts and the funds therein. 9.2. Books and Records 9.2.1. The General Manager shall keep or cause to be kept complete and accurate books and records of the Company and supporting documentation of the transactions with respect to the conduct of the Company's business. The records shall include, but not be limited to, (a) complete and accurate information regarding the state of the business and financial condition of the Company; (b) a current list in alphabetical order of the full name and last known business street address of each Member; (c) a copy of the stamped articles of organization of the Company and all certificates of amendment thereto, together with the executed copies of any powers of attorney pursuant to which any such document was executed; (d) copies of the Company's federal, state, and local income tax returns and reports, if any, for the three most recent years; (e) copies of any financial statements of the Company for the three most recent years; (f) a copy of the Company's operating agreement; and (g) a copy of the minutes, if any, of any meeting of Members and/or manager(s) regarding the Company, and of any resolution and written consent of the Members and/or manager(s) regarding the Company. 9.2.2. The financial books and records shall be maintained in accordance with sound accounting practices and shall be available at the Company's principal place of business for examination by any Member or the Member's duly authorized representative upon request at any and all reasonable times during ordinary business hours. 20 9.2.3. Each Member shall pay for or reimburse the Company for all costs and expenses incurred by the Company in connection with the Member's inspection and copying of the Company's books and records. 9.3. Annual Accounting Period. The annual accounting period of the Company shall be its taxable year. The Company's taxable year shall be selected by the general Manager, subject to the requirements and limitations of the Code. 9.4. Reports to Members. Within seventy-five (75) days after the end of each taxable year of the Company, the General Manager shall cause to be sent to each person who was a Member at any time during the taxable year then ended: (i) an annual compilation report, prepared by the Company's independent accountants in accordance with standards issued by the American Institute of Certified Public Accountants, and (ii) a report summarizing the fees and other remuneration paid by the Company to any Member, the general Manager, or any Affiliate in respect of the taxable year. In addition, within seventy-five (75) days after the end of each taxable year of the Company, the general Manager shall cause to be sent to each Person who was an Interest Holder at any time during the taxable year then ended, that tax information concerning the Company which is necessary for preparing the Interest Holder's income tax returns for that year. At the request of any Member, and at the Member's expense, the general Manager shall cause an audit of the Company's books and records to be prepared by independent accountants for the period requested by the Member. 9.5. Tax Matters Partner. The General Manager shall be the tax matters partner of the Company for the purposes of Code Section 6231. 9.6. Tax Elections. The General Manager shall have the authority to make all Company elections permitted under the Code, including, without limitation, elections of methods of depreciation and elections under Code Section T54. The decision to make or not make an election shall be at the General Manager's sole and absolute discretion. 9.7. Title to Company Property 9.7.1. Except as provided in Section 9.7.2, all real and personal property acquired by the Company shall be acquired and held by the Company in its name. 9.7.2. The General Manager may direct that legal title to all or any portion of the Company's property be acquired or held in a name other than the Company's name. Without limiting the foregoing, the General Manager may cause title to be acquired and held in its name or in the names of trustees, nominees, or straw parties for the Company. It is expressly understood and agreed that the manner of holding title to the Company's property (or any part thereof) is solely for the convenience of the Company and all of that property shall be treated as Company property. Section 10 General Provisions 10.1. Amendments to Agreement. Except for amendments to Exhibit A incident to admission of (i) a transferee of an Interest as a Member pursuant to Section 6, and (ii) an additional Member pursuant to Section 8, this Agreement (including exhibit A) 21 may be amended only with the written consent of the Members with at least 51 % of the percentages. 10.2. Further Assurances. Each Member shall execute all certificates and other documents and shall do all such filing, recording, publishing, and other acts as the General Manager deems appropriate to comply with the requirements of law for the formation and operation of the Company and to comply with any laws, rules, and regulations relating to the acquisition, operation, or holding of the property of the Company. 10.3. Notifications. Any notice, demand, consent, election, offer, approval, request, or other communication (collectively a "notice") required or permitted under this Agreement must be in writing and either delivered personally or sent by certified or registered mail, postage prepaid, return receipt requested. Any notice to be given hereunder by-the Company shall be given by the General Manager. A notice must be addressed to an Interest Holder at the Interest Holder's last known address on the records of the Company. A notice to the Company must be addressed to the Company's registered office. A notice delivered personally will be deemed given only when acknowledged in writing by the person to whom it is delivered. A notice that is sent by mail will be deemed given three (3) business days after it is mailed. Any party may designate, by notice to all of the other,, substitute addresses or addressees for notices; and, thereafter, notices are to be directed to those substitute addresses or addressees. 10.4. Specifrc Performance. The parties recognize that irreparable injury will result from a breach of any provision of this Agreement and that money damages will be inadequate to fully remedy the injury. Accordingly, in the event of a breach or threatened breach of one or more of the provisions of this Agreement, any party who may be injured (in addition to any other remedies which may be available to that party) shall be entitled to one or more preliminary or permanent orders (i) restraining and enjoining any act which would constitute a breach, or (ii) compelling the pertormance of any obligation which, if not performed, would constitute a breach. 10.5. Entire Agreement. This Agreement (including Exhibits A and B attached hereto) constitutes the entire and exclusive understanding and statement of the agreement among the Members. It supersedes all prior written and oral statements, including any prior representation, statement, condition, or warranty. of this AgreemXent a e~ncorpoeatedtintohthis Agreemen~as a substantive provisionement thereof. 10.7. Applicable Law. All questions concerning the construction, validity, and interpretation of this Agreement and the performance of the obligations imposed by this Agreement shall be governed by the internal law, not the law of conflicts, of the State of Utah. 10.8. Headings. The headings used in this Agreement are inserted as a matter of convenience only and do not define, limit, or describe the scope of this Agreement or 22 the intent of the provisions hereof. 10.9. lnferpretation. This Agreement represents the wording selected by the parties hereto to define their agreement and no rule of strict construction shall apply against any pa or permits, the singular shall include the plural, the plural shall include the singular, and the whole shall include any part thereof. Pronouns in any gender shall include both other genders as the context may require. 10.10. Binding Provisions. This Agreement is binding upon, and shall inure to the benefit of, the parties hereto and their respective heirs, administrators, personal and legal representatives, successors, and assigns. 10.11. Jurisdiction and Venue. Any suit involving any dispute or matter arising under this Agreement may only be brought in the [Central Division] [Northern Division] United States District Court for the District of Utah or any Utah State Court having jurisdiction over the subject matter of the dispute or matter. All Members hereby consent to the exercise of personal jurisdiction by any such court with respect to any such proceeding. 10.12. Attorneys' Fees. If any party hereto is required to institute legal action to enforce that party's rights under this Agreement, the prevailing party shall be entitled, in addition to all other remedies, to an award of all reasonable attorneys' fees and expenses of litigation incurred in that action. 10.13. Severability. If any provision in this Agreement is invalid or unenforceable, such provision shall be construed, limited or, if necessary, severed but only to the extent necessary to eliminate such invalidity or unenforceability and the other provisions of this Agreement shall remain unaffected. 10.14. No Conflict. Each party hereto warrants to the Company and the other parties that such party has the right to enter into this Agreement and that this Agreement presents no conflict with any obligation of such party to any third party. 10.15. Estoppel Certificate. Each Member shall, within ten (10) days after written request by the General Manager, deliver to the requesting person a certificate stating, to the Member's knowledge, that: (a) this Agreement is in full force and effect, (b) this Agreement has not been modified except by any instrument or instruments identified in the certificate, and (c) there is no default under this Agreement by the requesting Person, or if there is a default, the nature and extent thereof. If the certificate is not received within that the (10) day period, the General Manager shall execute and deliver the certificate on behalf of the requesting Member, without qualification, pursuant to the power of attorney granted in Section 5.6. 10.16. Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original and all of which, when taken together, constitute one and the same document. The signature of any party to any counterpart shall be deemed a signature to, and may be appended to, any other counterpart. 10.17. Facsimile Signatures. The parties hereto agree that transmission to any 23 other party hereto or the Company of this Agreement with such party's facsimile signatures shall suffice to bind the party transmitting same to this Agreement in the same manner as if such party's original signature had been delivered. Without limitation of the foregoing, each party who transmits this Agreement with such party's facsimile signature covenants to deliver the original thereof to the other parties as soon as possible thereafter. IN WITNESS WHEREOF, the parties have executed this Agreement as of the Date first above written. Taxpayer Id. No. Taxpayer Id. No. Taxpayer Id. No. JAM . HE A ,Member/Manager 13 Southwatch Lane Mechanicsburg, PA 17055 I HAEL H GAR ,Member 8385 So. S nefield Road Sandy, UT 84094 HUGH F. EGARTY, Member 717 South 3rd Street Philadelphia, PA 19147 za January 31, 2003 Internal Revenue Service Center Attn: Enti Control Mail Stop 271-T P.O. Box 9950 Draper, Utah 84409 Re: HEGARTY PROPERTIES, LLC To Whom It May Concern: Enclosed is an SS-4 Form for filing with your office. Please call me if there should be any questions. Very truly yours, J. Randall Richards Attorney at Law JRR/rr Enclosure January 31, 2003 State of Utah Division of Corporations and Commercial Cvde 160 East 300 South/P.O. Box 45801 Salt Lake City, Utah 84145-0801 Re: HEGARTY PROPERTIES, LLC To Whom It May Concern: Enclosed for filing in your office are two completed copies of the Articles of Organization for HEGARTY PROPERTIES, LLC, a Utah Limited Liability Company. Also enclosed is a check for $50.00 to cover the filing fee. When the filing has been completed, please forward a certified copy of the Articles to my office. Then direct all future correspondence regarding this Company to the Company's agent. I appreciate your prompt attention in processing this Company. Very truly yours, J. Randall Richards Attorney at Law JRR/rr Enclosure E ~ ~ y E E Qe C C C d b C D. C DI ~ ^ J J J W Qa a Y ilf yhl Q q a 8$I8$ °~ ~~ »» o s o T G v O d y D/ C v 7 ~ - a Eo Q ~ r G. N STATE OF// ~~ ) COUNTY`~`~ ~ ~ ss The foregoing instrument was acknowledged before me this~\ day of 2003, by James D. Hegarty. Not Public idi gat: My commission expires: ~o.rMt NOTARY PUBLIC s'" ~,~ J. Randall Rlcharda a 4480 So. Niyhland Or. +f320 J ~ Salt Laks Clty, Utah 84108 STATE OF UTAH ~, ,~ My Cammlufon ExpUaa ) '' ,... ~ Maroh 2, 2008 SS STATE OF UTAH COUNTY OF SALT LAKE ) The foregoing instrument was acknowledged before me this day of 2003, by Michael J. Hegarty. My commission expires: STATE OF ) ss COUNTY OF ) Notary Public Residing at: The foregoing instrument was acknowledged before me this day of October, 2003, by Hugh F. Hegarty. Notary Public Residing at: My commission expires: SCHEDULE "A" HEGARTYc PROPERTIES, LLChdatOedethe~n3 r day of of 2003. Capital or value contributed: Name: James D. Hegarty Michael J. Hegarty Hugh F. Hegarty Amount/Description: $33.34 $33.33 $33.33 In accordance with the foregoing contributions, the Members are entitled to the following percentages of membership interest: Name: James D. Hegarty Michael J. Hegarty Hugh F. Hegarty Percentage Interest: 33.34% 33.33% 33.33% DATED this 31 day of °d~..~E , 2003. JAMES D. HEGARTY, Member MIC AEL J. ARTY ember HUGH F. HEGARTY, Member Exhib/t A to Operatfng Agreement of Hegarty Propert/es, LLC List of Members Capital and Percentaass Member's Na e Initial Cash Capital ntri uti n Per-9~ JAMES D. HEGARTY 13 Southwatch Lane Mechanicsburg, PA 17055 MICHAEL J. HEGARTY 8385 So. Stonefield Road Sandy, Utah 84094 HUGH F. HEGARTY 717 South 3rd Street Philadelphia, PA 19147 $33.34 33.34% $33.33 33.33% $33.33 33.33% 100.0 ~o 25 Fam SS-4 (Rev. pecemtxr 200„ t>eWMent dUr Traaary kxarnal Ravarur Santa 1 el name 0( ~ = 2 Trade n me of ~ Ia address Ib City, te, ~ 8 Cotadva non Application for Employer Identification Number /~ ^~ (For use by empbyers,~apor ations, parbtarahl trusts, estates, clawehes, tEwy2~ JS / y 9O1a''"mant agertcles, lndfan tribal entiws, cert~n indhridusls, and ctltaes.) - Sse separatr Irtstruetiprts far sacft lite. - Keep a copy for yotr OMB No. 15as-ooo3 i~~whgn _ EIN is tx9Mg requested ass dHferent from name on Yne 1) 3 Executor, trustee. "care oP name ~~ i str t, or P.O. box) 6a Street address pf differenU (Do rxrt a P.O. box.) ~1~~t' (171~'V)~va sss~ l~~ 7a of P-ktaPd p(~ q~~~partr~r, grantor, owner. ar trustor City. state. and IIP Code 76 SSN, ITIN, or EIN 8a Typa of entity (check only one boxy Sole propriety (SSN) Partnership ^ Personal service farm raanber to be tHed) - co-P• ^ Church or chtrnch-cgrtroNed organization ^ other nonprofR organization (specify) - ^ oa,er s - tab If a corporation, name the state or foreign country Sta1 ~ aPpNcable) where incorporated e KMsort for applyitg (Gteck only one box) ~~ 'w uFinel(a (p afj type) ---~ ^ Hired emWoyees (Check the box arxf see 72.) ^ Compliance wkh iRS wkhhokitng regu~~s ^ Other (speciy) - 70 DatelYSinwee r.waw _. ___ 12 13 i~ 1b ^ Estate (SSN of decedent) ^ Plan administrator (SSN) ^ Trust (SSN of grantor) ^ Natbnal Guard ^ State/bcal government ^ Fames' ~PeraUve ^ Federal govemmentlmWtary ^ REMIC ^ Indian tribal ll~nraenls/enterprises Group Exemptkm Number (GEN) - Foreign country ^ Banking Purpose (specfy plapose) - ^ Changed type of organzation (specify new ~) - ^ Purchased going busktess ^ Created a mist (specify typo) - ~_ ^ Created a pension Plan (specify type) - of accountlrxj year Pest date wages or armuitles were [lfN1,~ list txs paid to nonresldanr a!len. Paid or wrb be paid (month, day, year). Note: H eppArcarrt IAa, hrrorrth, day, year) . - N Nlgitest number of empkryeas expected to the next 12 months. Notr. h ~ a . expect ro haire any emµxbye~ during Ure PB1~ arxer •-0-. ° l~p!ltarK does : Agric Chedl one box that best describes the prklclpal acwRy of yea business. , Corlstructian ^ Rarltai 8 laayng ^ T ^ ~+ tare 6 socW assismnee Real estate ^ MarNrfacturig ^ F ~~rs~ O ~ >G rood sendce ~~ e9ent enter dare katrne wNf ~m nousenaW ^° ~ o Retail ---•--... r.....Na~ nrre or merchandise SOId; specific COnstructkm work done: products produced: ar services provided. tea u.~ ..._ _ ppro mate date when, and dty and state where the a ~fOXi^'ata die when sled (mo., day, year)I PP~tkrn was filed. Enter previous employer identifkation number If known. CRy and stale where flied (Previous EIN For Priv usn acy Act and Paperwork Reducdon Ad Notice, see separate instructions. ~- -rr~w••. ~.~. aNJeep nor an empbyer identlfiCation number far this or a other lwskless7 , Note: !/'Yes 'please complete lbres 1t36 acrd Irk. nY ^ Yes No 18b If you checked "Yes' on Yne 16a, give apptlcant's name arxl L sl name - ~ trade name shown on prior appNcatlon R different from line 1 or 2 atwve. ltle A xi Trade name - Foreign Signature Form Instructions Page 1 of 2 PENNSYLVANIA DEPARTMENT OF STATE CORPORATION BUREAU Foreign Signature Form Instructions The application has been electronically sent to the Department of State, Corporation Bureau. To comply with the legal requirements, it is necessary to have the appropriate signature of the representative of the enterprise. Please follow the instructions listed below. . Manual. Pa~ment:The attached signature form must be dated, signed and mailed to the address listed below along with a $180 check made payable to the Department of State. Department of State Corporation Bureau P.O. Box 8722 Harrisburg, PA 17105-8722 . Electronc_Payment: The attached signature form must be dated, signed, mailed to the address listed above OR faxed to: 717-705-0927 • Failure to submit the signature form in a timely manner may result in the delay or rejection of your filing. . The application will be reviewed and when accepted, will be affixed with the file date and Secretary of the Commonwealth's signature. After the application is microfilmed, it will be mailed to the filer. NOTE:It is not necessary to submit this instruction sheet with the Foreign Signature Form. https://www.paopenforbusinessobri. state.pa.us/I'A04bInterview/Forms/DOS/DOSFonms.a... 2/19/2003 Foreign Signature Fonn Instructions PENNSYLVANIA DEPARTMENT OF STATE CORPORATION BUREAU Foreign Signature Form Document must be completed and mailed to the address listed below. Department of State Corporation Bureau P.O. Box 8722 Harrisburg, PA 17105-8722 (717) 787-1057 1. The enterprise structure is: Limited Liability Company 2. The enterprise legal name is: Hegarty Properties, LLC 3. The enterprise's fictitious name is: IN TESTIMONY WHEREOF, the undersigned have caused this application to be executed this ~~ 1d~a~y o~f fEgQ~gA~ Zoo3 V~"'`-G , Signature of: ichael J egarty Title ~°~- ~ ~1-~.c-)~cc. ~~4-`-(~-T- ~8r-EiTzci~ ot-t- 2~/~103. Page 2 of 2 https://www.paopenforbusinessobri. state.pa.us/PA04bInterview/Forms/DOS/DOSForms.a... 2/I 9/2003 Ted Boyer Executive Director Department of Commerce ~~~ a ~. ~ ~..... Michael O. Leavitt Governor State of Utah STATE OF UTAH Kathy Berg Director Division of Corporations & Commercial Code DEPARTMENT OF COMMERCE DIVISION OF CORPORATIONS & COMMERCIAL CODE CERTIFICATE OF REGISTRATION MICHAEL J HEGARTY HBCiARTY PROPBRTIEB, LLC 8385 S STONEFIELD 12D SANDY UT 84094 State of Utah Department of Commerce Division of Corporations & Commercial Code CERTIFICATE OF REGISTRATION LLC -DOMESTIC This certifies that HEGARTY PROPERTIES, LLC has been filed and approved on 01/31/2003 and has been issued the registration number 5263857-0160 in the office of the Division and hereby issues this Certification thereof. KATHY BERG Division Director REV-1513 EX+ (9-00) SCNEDYLE J COMMONWEALTH OF PENNSYLVANIA BENEFICIARIES INHERITANCE TAX RETURN RESIDENT DECEDENT ESTATE OF FILE NUMBER am e s ~ Q.n- ¢.1 ~ ec~ ~{it ~ZI -- t l - aOd1 NUMBER ~ NAME AND ADDRESS OF PERSON(S) RECEIVING PROPERTY I TAXABLE DISTRIBUTIONS [include outright spousal distributions, and transfers under Sec. 9116 (a) (1.2)] ,. ~dc G~ iQot lo%,~ I ~ A ~-. ~ic~el i~ ~- I~ ~~ ~..~~ ~ f Qh -~ S~~ (~ ~~~~ ~ ~ II 1. RELATIONSHIP TO DECEDENT AMOUNT OR SHARE Do Not LlsiTrustee(s) OF ESTATE ~~ ~ ~S~ s~~ 1°i~ f, ~,~- "~ (Q (o of ~Qc~s~ ~~ I l~ a33 ~~ ~ ~3r~ as ,~ ~~ 3 3g oa ENTER DOLLAR AMOUNTS FOR DISTRIBUTIONS SHOWN ABOVE ON LINES 15 THROUGH 18, AS APPROPRIATE, ON REV-1500 COVER SHEET NON-TAXABLE DISTRIBUTIONS: A. SPOUSAL DISTRIBUTIONS UNDER SECTION 9113 FOR WHICH AN ELECTION TO TAX IS NOT BEING MADE 1 B. CHARITABLE AND GOVERNMENTAL DISTRIBUTIONS TOTAL OF PART II -ENTER TOTAL NON-TAXABLE DISTRIBUTIONS ON LINE 73 OF REV-1500 COVER SHEET ~ $ (If more space is needed, insert additional sheets of the same size) REV-1511 EX+ (t0-O6) SCHEDULE N COMMONWEALTH OF PENNSYLVANIA FUNERAL EXPENSES 8c INHERITANCE TAX RETURN ADMINISTRATIVE COSTS RESIDENT DECEDENT ESTATE OF /r FILE NUMBER JQ,M C 5 ~ Q,r1 r G~ ~F .Q GC,r FI„ ~bts of decedent must be reported on Schedule L ITEM NUMBER DESCRIPTION AMOUNT A. FUNERAL EXPENSES: 1. Set CLS~ CcC'~1 G~ ln~e7t~c~ 737. °~ B. 1 ADMINISTRATIVE COSTS: Personal Representative's Commissions Name of Personal Representative(s) Street Address City Year(s) Commission Paid: State Zip 2. Attorney Fees 3. Family Exemption: (If decedent's address is not the same as claimant's, attach explanation) Claimant a. 5. s. 7. Street Address City State Relationship of Claimant to Decedent Probate Fees Accountant's Fees Tax Return Preparer's Fees Zip 0 . dt7 12~.5D ~ , po 0• op TOTAL (Also enter on line 9, Recapitulation) I $ ~ 5 5 q, f' (If more space is needed, insert additional sheets of the same size) Ma~p~~i d Mrr~et l/rir Wq . Meehrrics~rrd, PA 17953 Michael J. Mo/pe;zi, Owner Phewe: Ff7-16f6 FUNERAL HOME Jeremy J. Skartztr. Funeral Director STATEMENT OF FUNERAL GOODS AND SERVICES SELECTED Charges are only For those items that you selected or that ate required. If we are required by law or by a cemetery or crematory to use any items, we will explain the reason in writing below. If you selected a fimeral that may require embalming, such as a funeral viewing, you may have to pay for embalming. You do ntx have to pay for embalm- ing }•ou did not approve if you selected arrangements such as direct cremation or immediate burial. If we charged for embalming, we will ex lain w rv below. For the Service of Je..++~c ~zanr W Date of Beath a / Charge to• a Name Address City State A. CHARGE FOR SERVICES SELECTED 1. PROFESSIONAL SERVICES Services of Funeral Director/Staff ..... . 3 i... ~ F.mhalming ....... ........... . $ ...c\ Ocher preparation of holy ~ 1-i ............................. .$ '...c~ SUB-TOTAL OF PROFESSIONAL SERVICES ..........Al $_,~.\ ?. FACILITIES AND SERVICES U.se of facilities and services for viewing (Vcsita[ion^Arake) ......... $ :..~_~ Use of facilities and services for funeral ceremony ............ $ ~nL, Use of facilities and services for Memorial Service ............... $ [1se of equipment and services for graveside service ............. $~_ CK^her use of`` facilities C l t.....n.inra~ ~._.ti..e ....I ................. $ ;^~ SUB-TOTAL OF FACHTfIES/EQiIIPMENf ...........A2 $ : ~+ t\ 3..4UTOMOTIVE EQUIPMENT Vehicle to transfer remains to Funeral Home Local ..................... .... $ i n Hearse (Casket Coach) Local ..................... .... S ~ n c.~ Limousine Local .................... .... S Family car Local ....... .. .. ....... ....$ Flower car or Rrnal disposition Local .................. .. . $ Lead caddetgy car Local ............... t _t Other clothing Cremation um ................... $ a'7s (Description) ~~_ OTHER , $ TOTAL 1-1ERC[IAIVDISE SE[.EC7'ED .................B $~,3~$_ C. SPECIAL CHARGES: Frxwarding of remains to $ (Funeral Home) Receiving of remains from (Funeral Home) immediate Burial ............ ..... $ Direct Cremation ............ ..... $ $ 3Ub-TOTAL OF SPECIAL CHARGES ................C $ D. CASH ADVANCED Opening Gtave ........... ... ... $ Cemetery Equipment ........... ... $ Lot and Deed ................ ...$ Newspaper N~iees-Local ........ ... $~_ Newspaper Notices-Out~of-town ... ... $ Telephone & Telegrams ......... ... 5 Airfare ................... .. $ . Clergy/Mats Offering ........... ... $~. y - ~ Pallbearers ... ............... rt . $ Cenified Copies of the Death ..... ... $~ Certificate ................... ... $ Police Escort ................. ... $ Flowers ..................... ... $_~~ Vault Service Charge ............ ... $ Acae+.t]~ R rfa...: L . Rtvnus Ex.lian COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN SCHEDULE 0 ELECTION UNDER SEC. 9113(A) ESTATE OF Ja.M es FILE NUMBER Do not complete this schedule unless the estate is makin~f elecdorNdtax assets under Section 8113(A) of the Inheritance & Estate Tax Act if the election applies to more than one trust or similar arrangement, a separate form must be filed for each trust. This election applies to the l~L1~ ~-• '~~-i' Trust (marital residual A B By-pass Unified Credit etc.). If a trust or similar arrangement meets the requirements of Section 9113(A), and: a. The trust or similar arrangement is listed on Schedule 0, and b. The value of the trust or similar arrangement is entered in whole or in part as an asset on Schedule 0, then the transferor's personal representative may specifically identify the trust (all or a fractional portion or percentage) to be included in the election to have such trust or similar property treated as a taxable transfer in this estate. If less than the entire value of the trust or similar property is included as a taxable transfer on Schedule 0, the personal representative shall be considered to have made the election only as to a fraction of the trust or similar arrangement. The numerator of this fraction is equal to the amount of the trust or similar artangement included as a taxable asset on Schedule 0. The denominator is equal to the total value of the trust or similar arrangement. PART A: Enter the description and value of all interests, both taxable and non-taxable, regardless of location, which pass to the decedent's surviving spouse under a Section 9113 (A) trust or similar arrangement. - 100°~o I~ ~ ~~ 'f .2 n e>(es 1~ Jew,,, ma,n l ~~~ ~,~/; /~ n.S ~~~ I 1500 Gb(7 Part A Total $ (1 5~ 1 ~~~ PART B: Enter the description and value of all interests included in Part A for which the Section 9113 (A) election to tax is being made. - ~ (~c ~ ~~ ~~ ~f ~~F ~~ (If more space is needed, insert additional sheets of the same size)