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HomeMy WebLinkAbout11-02-11 1505610140 REV-1500 EX (°'-'°' OFFICIAL USE ONLY PA Department of Revenue Bureau of Individual Taxes County Code Year File Number PO Box 280601 INHERITANCE TAX RETURN 2 1 1 1 0 7 5 5 Harrisburg, PA 17128-0601 RESIDENT DECEDENT ENTER DECEDENT INFORMATION BELOW Social Security Number Date of Death MMDDYYW Date of Birth MMDDYYYY 1 8 6 2 8 4 5 6 9 0 6 1 1 2 0 1 1 1 1 0 7 1 9 3 5 Decedent's Last Name Suffix Decedent's First Name MI H O R N B A K E R GRAC E M (If Applicable) Enter Surviving Spouse's Information Below Spouse's Last Name Suffix Spouse's First Name MI H O R N B A K E R PAUL E Spouse's Social Security Number y THIS RETURN MUST BE FILED IN DUPLICATE WITH THE REGISTER OF WILLS FILL IN APPROPRIATE OVALS BELOW a 1. Original Return 4. Limited Estate ^X 6. Decedent Died Testate (Attach Copy of Will) 9. Litigation Proceeds Received 2. Supplemental Return 4a. Future Interest Compromise (date of death after 12-12-82) 0 7. Decedent Maintained a Living Trust (Attach Copy of Trust) 10. Spousal Poverty Credit (date of death between 12-31-91 and 1-1-95) 3. Remainder Return (date of death prior to 12-13-82) 5. Federal Estate Tax Return Required s. 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 J OE L R. Z U L L I N G E R 7 1 7 2 6 4 6 0 2 9 __ - _ ~ a-~ REGISTER ~ S USE O __ NLY ;" ~ ~i First line of address ', ' ``7 ~ . ~ -r-~ I -r7 ~, 1 4 NORTH MA I N STREET II -~ Second line of address - _ SUI TE 2 00 _ ~ '-` DA'f~E FILED ~ , ~ 1 City or Post Office State ZIP Code - _ tT___ ' C H A M B E R S B U R G P A 1 7 2 0 1 Correspondent's a-mail address: Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief it is true, correct and complete. Declaration of preparer other than the personal representative is based on all information of which preparer has any knowledge. SIGN~~RE O)1 PERSON R~ `O~~SIQ4~F FILING RETURN I~' / ~ATEr I ADDRESS x11 C!'~ ~//1T/ ~J ROAD SHIPPENSBURG PA 17257 A URE OF PR R ER T EPRESL°NTATIVE D TE~y AD SS O ` ` 14 ORTH M IN TREET, S E 200 CHAMBERSBURG PA 17201 PLEASE USE ORIGINAL FORM ONLY Side 1 1505610140 1505610140 J 1505610240 REV-1500 EX Decedent's Social Security Number Decedent's Name: GRACE M. HORNBAKER 1 8 6 2 8 4 5 6 9 RECAPITULATION 1. Real Estate (Schedule A) ........................................... 1. 2. Stocks and Bonds (Schedule B) ...................................... 2. 6 2 7 3 8 4. 0 6 3. Closely Held Corporation, Partnership or Sole-Proprietorship (Schedule C) ..... 3. 4. Mortgages and Notes Receivable (Schedule D) ................... ..... .. 4. 3 6 6 6 1 5 • 6 0 1 0 8 5 5 2 7 9 5. Cash, Bank Deposits and Miscellaneous Personal Property (Schedule E) ..... .. 5. • 6. Jointly Owned Property (Schedule F) ^ Separate Billing Requested ..... .. 6. 7. Inter-Vivos Transfers & Miscellaneous Non-Probate Property (Schedule G) ^ Separate Billing Requested ..... .. 7. 9 2 1 7 9• 6 0 8. Total Gross Assets (total Lines 1 through 7) .................... ..... .. 8. 1 1 9 4 7 3 2. 0 5 9. Funeral Expenses and Administrative Costs (Schedule H) ........... ..... .. 9. 1 4 0 2 6 • 6 8 10. Debts of Decedent, Mortgage Liabilities, and Liens (Schedule I) ...... ..... .. 10. 4 8 . 6 5 11. Total Deductions (total Lines 9 and 10) ........................ ..... .. 11. 1 4 0 7 5 . 3 3 12. Net Value of Estate (Line 8 minus Line 11) ...................... .... .. 12. 1 1 8 0 6 5 6. 7 2 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. 1 1 8 0 6 5 6. 7 2 TAX CALCULATION -SEE INSTRUCTIONS FOR APPLICABLE RATES 15. Amount of Line 14 taxable at the spousal tax rate, or transfers under Sec. 9116 (a>(1.z> x .o _ 2 4 6 8 6 2 4 1 15. 0. 0 0 16. Amount of Line 14 taxable at lineal rate X .045 9 3 3 7 9 4. 3 1 16. 4 2 0 2 0. 7 4 17. Amount of Line 14 taxable 0 0 0 0 0 0 at sibling rate X .12 17. . 18. Amount of Line 14 taxable 0 t ll t l X 15 0 t 0 0 0 0 . a co a era ra . e 1 g, . 19. TAX DUE ................................................ .... ..19. 4 2 0 2 0. 7 4 20. FILL IN THE OVAL IF YOU ARE REQUESTING A REFUND OF AN OVERPAYMENT ^ Side 2 L 1505610240 1505610240 J REV-1500 EX Page 3 Decedent's Complete Address: File Number 21 11 0755 DECEDENT'S NAME GRACE M. HORNBAKER -- - STREET ADDRESS - - - - 309 Britton Road --- _ - --- CITY STATE ZIP Shippensbur PA '17257 Tax Payments and Credits: 1 • Tax Due (Page 2, Line 19) 2. CreditslPayments A. Prior Payments 33,375.78 B. Discount 1,756.62 3. Interest 4. If Line 2 is greater than Line 1 + Line 3, enter the difference. This is the OVERPAYMENT. Fill in oval on Page 2, Line 20 to request a refund. 5. If Line 1 + Line 3 is greater than Line 2, enter the difference. This is the TAX DUE. (1) 42,020.74 Total Credits (A + B) (2) 35,132.40 (3) (4) 0.00 (5) 6, 888.34 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 : ...................................................................... ^ ^X b. retain the right to designate who shall use the property transferred or its income; ............................... ^ ^X c. retain a reversionary interest; or ................................................................................................ ^ d. receive the promise for life of either payments, benefits or care? ....................................................... ^ ^X 2. If death occurred after December 12, 1982, did decedent transfer property within one year of death without receiving adequate consideration? ....................................................................................... ^ X^ 3. Did decedent own an "intrust for" orpayable-upon-death bank account or security at his or her death? ......... ^ X^ 4. Did decedent own an individual retirement account, annuity or other non-probate property, which contains a beneficiary designation? .................................................................................................. ^X ^ IF THE ANSWER 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 [72 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 even if the surviving spouse is the only beneficiary. For dates of death on or after July 1, 2000: • The tax rate imposed on the net value of transfers from a deceased child 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(a)(1.2)]. • The tax rate imposed on the net value of transfers to or for the use of the decedent's 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 decedent's 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. REV-1503 EX + (6-98) SCHEDULE B COMMONWEALTH OF PENNSYLVANIA STOCKS & BONDS INHERITANCE TAX RETURN RESIDENT DECEDENT ESTATE OF FILE NUMBER GRACE M. HORNBAKER 21 11 0755 All property jointlyowned with right of survivorship must be disclosed on Schedule F. ITEM VALUE AT DATE NUMBER DESCRIPTION OF DEATH 1. Orrstown Financial Advisors Acct. #1166, consisting of assets and accrued interest 627,384.06 thereon, as shown on attached valuation TOTAL (Also enter on line 2, Recapitulation) I $ 627,384.06 (If more space is needed, insert additional sheets of the same size) REV-1507 EX + (6-98) COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT SCHEDULE D MORTGAGES & NOTES RECEIVABLE ESTATE OF FILE NUMBER GRACE M. HORNBAKER 21 11 0755 All property jointly-owned with the right of survivorship must be disclosed on Schedule F. ITEM VALUE AT DATE NUMBER DESCRIPTION OF DEATH 1. Installment Purchase Agreement dated March 20, 2003, between Paul E. Hornbaker and Grace M. Hornbaker, and New Garden General Authority, for sale and purchase of agricultural conservation easement. A copy of the agreement with exhibit D is attached to this return. Exhibit D sets forth the installment payments to Paul E. Hornbaker and 366,615.60 the installment payments to Grace M. Hornbaker. The date of death value for Grace M. Hornbaker, including accrued interest is 366,615.60 TOTAL (Also enter on line 4, Recapitulation) $ (If more space is needed, insert additional sheets of the same size) REV-1508 EX + (8-98) SCHEDULE E COMMONWEALTH OF PENNSYLVANIA CASH, BANK DEPOSITS, & MISC. INHERITANCE TAX RETURN PERSONAL PROPERTY RESIDENT DECEDENT ESTATE OF FILE NUMBER GRACE M. HORNBAKER 21 11 0755 Include the proceeds of litigation and the date the proceeds were received by the estate. All property jointly-owned with right of survivorship must be disclosed on Schedule F. ITEM VALUE AT DATE NUMBER DESCRIPTION OF DEATH 1. Orrstown Bank Daily Deposit Fund #043440997, including interest accrued to date of 79,880.09 death, being part of Orrstown Financial Advisors Acct. #1166, as shown on attached valuation 2. Cash value of USAA Life Insurance Policy #03348507U1, owned by Grace M. 28,403.43 Hornbaker, insuring the decedent's husband, Paul E. Hornbaker 3. Refund, Consumer Reports Magazine 23.99 4. Refund, WalMart Pharmacy 190.32 5. Refund, Reiman Publications 54.96 TOTAL (Also enter on line 5, Recapitulation) I $ 108 552.79 (If more space is needed, insert additional sheets of the same size) REV-1510 EX+ (08-09) pennsylvania DEPARTMENT OF REVENUE INHERITANCE TAX RETURN RESIDENT DECEDENT SCHEDULE G INTER-VIVOS TRANSFERS AND MISC. NON-PROBATE PROPERTY ESTATE OF FILE NUMBER GRACE M. HORNBAKER 21 11 0755 This schedule must be completed and filed if the answer to any of questions 1 through 4 on page three of the REV-1500 is yes. ITEM NUMBER DESCRIPTION OF PROPERTY INCLUDETHENAMEOFTHETRANSFEREE,THEIRRELATIDNSHIPTODECEDENTAND THE DATE OF TRANSFER. ATTACH A COPY OF THE DEED FOR REAL ESTATE. DATE OF DEATH VALUE OF ASSET %OFDECD'S INTEREST EXCLUSION (IF APPLICABLE) TAXABLE VALUE 1. IRA Account #1164, Orrstown Financial Advisors, named 83,998.45 100.00 83,998.45 beneficiaries -Karen Royer and Gary E. Hornbaker, children of the decedent 2. Annuity Contract No. W0020808637, Western & Southern 8,181.15 100.00 8,181.15 Life, named beneficiary, Paul E. Hornbaker, surviving spouse of decedent TOTAL (Also enter on Line 7, Recapitulation) I $ 92 179 60 If more space is needed, use additional sheets of paper of the same size. REV-1511 EX+ (10-09) pennsylvania DEPARTMENT OF REVENUE INHERITANCE TAX RETURN RESIDENT DECEDENT SCHEDULE H FUNERAL EXPENSES AND ADMINISTRATIVE COSTS ESTATE OF FILE NUMBER GRACE M. HORNBAKER 21 11 0755 Decedent's debts must be reported on Schedule I. ITEM NUMBER DESCRIPTION AMOUNT A. FUNERAL EXPENSES: 1. Fogelsanger-Bricker Funeral Home, balance due after prepayment of funeral expenses 342.39 2. Obituary Notice 130.00 3. Flowers for funeral 106.00 4. Cathy's Deli, meal after funeral 1,588.54 5. Beautician services for funeral 25.00 B. ADMINISTRATIVE COSTS: 1. Personal Representative Commissions: Name(s) of Personal Representative(s) Street Address City State ZIP Year(s) Commission Paid: 2, Attorney Fees: 7,500.00 3, Family Exemption: (If decedents address is not the same as claimants, attach explanation.) 3, 500.00 Claimant Paul E. Hornbaker Street Address 309 Britton Road Cary Shippensburg state PA ZIP 17257 Relationship of Claimant to Decedent SpOUSe 4• Probate Fees: Letters - 560.00; will - 15.00; short certificates 20.00; JCS fee - 23.50; 638.50 automation 5.00; filing return - 15.00 5 Accountant Fees: 6. Tax Return Preparer Fees: 7. News-Chronicle, advertise letters 121.25 8. Cumberland Law Journal, advertise letters 75.00 TOTAL (Also enter on Line 9, Recapitulation) I $ 14,026.68 If more space is needed, use additional sheets of paper of the same size. REV-1512 EX+ (12-OS) pennsylvania DEPARTMENT OF REVENUE INHERITANCE TAX RETURN RESIDENT DECEDENT SCHEDULEI DEBTS OF DECEDENT, MORTGAGE LIABILITIES, & LIENS ESTATE OF FILE NUMBER GRACE M. HORNBAKER 21 11 0755 Report debts incurred by the decedent prior to death that remained unpaid at the date of death, including unreimbursed medical expenses. ITEM VALUE AT DATE NUMBER DESCRIPTION OF DEATH Quest Diagnostics, medical services 48.65 TOTAL (Also enter on Line 10, Recapitulation) I $ 48.65 If more space is needed, insert additional sheets of the same size. REV-1513 EX+ (01-10) pennsylvania ~ SCHEDULE J DEPARTMENT OF REVENUE I BENEFICIARIES INHERITANCE TAX RETURN RESIDENT DECEDENT ESTATE OF: FILE NUMBER: GRACE M. HORNBAKER 21 11 0755 RELATIONSHIP TO DECEDENT AMOUNT OR SHARE NUMBER NAME AND ADDRESS OF PERSON(S) RECEIVING PROPERTY Do Not List Trustee(s) OF ESTATE I TAXABLE DISTRIBUTIONS [Include outright spousal distributions and transfers under Sec. 9116 (a) (1.2).] 1. Paul E. Hornbaker, 309 Britton Road, Shippensburg, PA 17257 Spousal 246,862.41 Items 2 on Schedule G - $ 8,181.15 Life interest in trust under will - 238,681.26 2. Karen Royer, 641 Kurtz Mill Road, Mohnton, PA 19540 Lineal 466,897.15 50% of Remainder interest in trust under will - $424,897.93 50% of Item 1 on Schedule G - 41,999.22 3. Gary E. Hornbaker, 19 South Washington Street, Lineal 466,897.16 Shippensburg, PA 17257 50% of Remainder interest in trust under will - $424,897.93 50% of Item 1 on Schedule G - 41,999.23 ENTER DOLLAR AMOUNTS FOR DISTRIBUTIONS SHOWN ABOVE ON LINES 15 THROUGH 18 OF REV-1500 COVER S HEET, AS APPROPRIATE. II. NON-TAXABLE DISTRIBUTIONS: 1. A. SPOUSAL DISTRIBUTIONS UNDER SECTION 9113 FOR WHICH AN ELECTION TO TAX IS NOT TAKEN: 1. B. CHARITABLE AND GOVERNMENTAL DISTRIBUTIONS: TOTAL OF PART II -ENTER TOTAL NON-TAXABLE DISTRIBUTIONS ON LINE 13 OF REV-1500 COVER SHEET. $ It more space is needed, use additional sheets of paper of the same size. REV-1514 EX+ (4-09) pennsylvania DEPARTMENT OF REVENUE Bureau of Individual Taxes PO Box 280601 Hamsburg PA 17128-0601 SCHEDULE K LIFE ESTATE, ANNUITY & TERM CERTAIN (CHECK BOX 4 ON REV•1500 COVER SHEET) ESTATE OF FILE NUMBER GRACE M. HORNBAKER 21 11 0755 This schedule should be used for all single-life, joint or successive life estate and term-certain calculations. For dates of death prior to 5-1-89, actuarial factors for single-life calculations can be obtained from the Department of Revenue. Actuarial factors can be found in IRS Publication 1457, Actuarial Values, Alpha Volume for dates of death from 5-1-89 to 4-30-99, and in Aleph Volume for dates of death from 5-1-99 and thereafter. Indicate below the type of instrument that created the future interest and attach a copy of it to the tax return. © Will ^ Intervivos Deed of Trust ^ Other NAME OF LIFE TENANT DATE Of BIRTH • NEAREST AGE AT DATE OF DEATH TERM OF YEARS LIFE ESTATE IS PAYABLE Paul E. Hornbaker 2/9/1933 78 ®Life or ^Term of Years ^ Life or ^Term of Years ^ Life or ^Term of Years ^ Life or ^Term of Years ^ Life or ^Term of Years 1. Value of fund from which life estate is payable ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,$ 1,088,477.12 2. Actuarial factor per appropriate table,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, 0.21928 Interest table rate - ^3.5% ^ 6% ^ 10% X^Variable Rate 2.80 3. Value of life estate(Line1multipliedbyLine2) ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,$ 238,681.26 NAME QF LiFE ANNUITANT DATE OF BIRTH • NEAREST AGE AT DATE OF DEATH TERM OF YEARS ANNUITY IS PAYABLE ^ Life or ^Term of Years ^ Life or ^Term of Years ^ Life or ^Term of Years ^ Life or ^Term of Years 1. Value of fund from which annuity is payable ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,$ 2. Check appropriate block below and enter corresponding number , , , ,,, , , , , , , , , , , , , , , , , , , , , , Frequency of payout - ^ Weekly (52) ^ Bi-weekly (26) ^ Monthly (12) ^ Quarterly (4) ^Serni-annually (2) ^ Annually (1) ^ Other ( ) 3. Amount of payout per period ...................................................... $ 4. Aggregate annual payment,Line2multipliedbyLine3,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, 5. Annuity Factor (see instructions) Interest table rate - ^ 3.5% ^ 6% ^ 10% ^ Variable Rate 6. AdjustmentFactor(Seeinstructions),,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, 7. Value of annuity - If using 3.5%, 6%, 10%, or if variable rate and period payout is at end of period, calculation is: Line 4 x Line 5 x Line 6 ...........................$ If using variable rate and period payout is at beginning of period, calculation is (Line4xLine5xLine6)+Line3,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,$ NOTE: The values of the funds that create the above future interests must be reported as part of the estate assets on Schedules A through G of the tax return. The resulting life or annuity interest should be reported at the appropriate tax rate on Lines 13 and 15 through 18 of the return. If more space is needed, use additional sheets of the same size. Annuity, Life Estate, and Remainder Factors 9/28/2011 Transfer Date: §7520 Rate: Calculation Type: Principal: Lives: Ages: Life Estate Factor: 0.21928 Value: $238,681.26 6/2011 2.80% Life $1,088,477 1 78 Remainder 0.78072 $849,795.86 REV-1647 EX+ (02-10) INHERITANCE TAX RETURN RESIDENT DECEDENT (Check Box 4a on REV-1500) pennsylvania DEPARTMENT OF REVENUE SCHEDULE M FUTURE INTEREST COMPROMISE FILE NUMBER ESTATE OF GRACE M. HORNBAKER 21 11 0755 This schedule is appropriate only for estates of decedents who died after Dec. 12, 1982. This schedule is to be used for all future interests where the rate of tax which will be applicable when the future interest vests in possession and enjoyment cannot be established with certainty. Indicate below the type of instrument that created the future interest and attach a copy to the tax return. ^X Will ^ Trust ^ Other I. I Beneficiaries III. IV. NAME OF BENEFICIARY ~ RELATIONSHIP ~ DATE OF BIRTH ~ „~ ~ ~ AGE TO ^ ~ ~~ Paul E. Hornbaker espouse X2/9/1933 X78 ~ 2. 3. 4. 5. II. For decedents who died on or after July 1, 1994, if a surviving spouse exercised or intends to exercise a right of withdrawal within nine months of the decedent's death, check the appropriate block and attach a copy of the document in which the surviving spouse exercises such withdrawal right. ^ Unlimited right of withdrawal ^ Limited right of withdrawal Explanation of Compromise Offer: The estate proposes that the children of the decedent and remainder beneficiaries of the Hornbaker Family Trust, Gary E. Hornbaker and Karen S. Royer, will not take any distributions from the trust, either income or principal, during the lifetime of their father, Paul E. Hornbaker, who is the beneficiary of the life interest of the Hornbaker Family Trust. Both of the remainder beneficiaries are financially stable with readily available assets and financial resources of their own. Summary of Compromise Offer: Amount of future interest .................................................. $ 1,088,477.12 2. Value of Line 1 exempt from tax as amount passing to charities, etc. (Also include as part of total shown on Line 13 of REV-1500.) ...... $ 3. Value of Line 1 passing to spouse at appropriate tax rate Check one. ^ 6%, ^ 3%, XD 0% ................ $ 238,681.26 (Also include as part of total shown on Line 15 of REV-1500.) 4. Value of Line 1 taxable at lineal rate Check one. ^ 6%, X^ 4.5% ...................... $ 849,795.86 Total value of future interest (sum of Lines 2 thru 6 must equal Line 1) (Also include as part of total shown on Line 17 of REV-1500.) ...... $ 6. Value of Line 1 taxable at collateral rate (15%) (Also include as part of total shown on Line 18 of REV-1500.) ...... $ (Also include as part of total shown on Line 16 of REV-1500.) 5. Value of Line 1 taxable at sibling rate (12%) ..................... $_. 1,088,477.12 If more space is needed, use additional sheets of paper of the same size. LAST WILL AND TESTAMENT I, GRACE M. HORNBAKER, now of Shippensburg, Cumberland County, and Commonwealth of Pennsylvania, declare this to be my Last Will and Testament, and I hereby revoke all prior Wills that I may have made. ARTICLE I. TRANSFER OF PERSONAL AND HOUSEHOLD ITEMS TO MY HUSBAND. I give and bequeath my automobiles, clothing, jewelry, books, pictures, furniture, furnishings, and other personal or household items, together with all property insurance relating to such items, to my husband, PAUL E. HORNBAKER, provided he survives me for a period of thirty (30) days. ARTICLE II. TRANSFER OF PERSONAL AND HOUSEHOLD ITEMS IF MY HUSBAND DOES NOT SURVIVE ME. If my husband, PAUL E. HORNBAKER, predeceases me or if he fails to survive me for a period of more than thirty (30) days, then my automobiles, clothing, jewelry, books, pictures, furniture, furnishings, and other personal or household items, together with all property insurance relating to such items, shall be transferred according to a list which I intend to attach to this Will. If there is no list, then all such personal and household items shall be paid over and transferred to my children according to their own arrangements. If they cannot agree or arrange for a division in a friendly way, then my Executor may distribute or dispose of those items in any way he deems to be fair, including private sales or a public sale. If any minor becomes entitled to any items under this Article, thosa_ items may be delivered to the minor whenever my Executor decides, provided that the transfer shall take place not later than the date when the minor reaches the age of eighteen (18). ARTICLE III. RESIDUE AND REMAINDER. If my husband, PAUL E. HORNBAKER, survives me, I intend to take advantage of certain tax-saving opportunities in order to reduce the cost of transferring my estate. Therefore, I direct my Executor to divide my residuary estate into two (2) parts as follows: A. Part I shall consist of the minimum amount necessary to reduce my federal estate tax to zero, or as close thereto as possible, by using the marital deduction available under the applicable federal estate tax laws. In calculating that amount so that the largest possible balance of principal can pass free of federal estate tax to Part II, (1) all other property and interests which qualify for the marital deduction and (2) all other deductions and credits (including, but not limited to, the unified credit under federal estate tax laws) shall be used first to the greatest extent that they can to reduce the tax. However, credits shall be used only to the extent that their use will not increase the federal estate taxes in my estate. B. I give, devise, and bequeath Part I to my husband, PAUL E. HORNBAKER, free of any trust. C. Part II shall be the balance of my residuary estate, and I give, devise, and bequeath Part II (to be called the Hornbaker Family Trust) according to the terms and provisions of Article IV below. D. If my husband, PAUL E. HORNBAKER, predeceases me or if the devise and bequest of Part I shall fail by reason of its lapse, renunciation, or any other cause, then Part I, or the renounced part thereof in case of a partial renunciation, shall be added to Part II of my residuary estate and disposed of accordingly. ARTICLE IV. THE HORNBAKER FAMILY TRUST FOR MY HUSBAND AND MY CHILDREN, I give, devise, and bequeath Part II of my residuary esr_ate 1,"The Hornbaker -2- Family Trust") to my Trustee, IN TRUST, NEVERTHELESS, for the benefit of my husband, PAUL E. HORNBAKER, and my children; he shall hold, manage, invest, and reinvest the trust property and shall distribute the income and principal from time to time as follows: A. If my husband, PAUL E. HORNBAKER, survives me, my Trustee shall pay income in quarterly or more frequent installments to him during his lifetime. My Trustee may also, in his sole discretion, make principal distributions to or for the benefit of my husband for his health, support, maintenance, or education, but before making any principal distributions, my Trustee shall take into account all of his other readily available assets and financial resources. My husband, PAUL E. HORNBAKER, shall also have the right and power to invade the principal of the trust for his own reasonable comfort, maintenance, support, medical care, or education, provided that this power to invade shall be limited to the sum of Five Thousand and 00/100 ($5,000.00) Dollars per year or five (5%) percent of the trust principal per year, whichever is larger. Any right or power to withdraw principal during a particular year shall lapse if not exercised during that year. If these powers to withdraw are enlarged or reduced by the United States Internal Revenue Code, then my husband's power to withdraw shall be enlarged or reduced accordingly to the extent that it will not result in the trust principal being taxed in the estate of my husband. My Trustee may, in his sole discretion, make principal distributions to any of my children for their health, support, maintenance, or education, except that my husband's obligation to support any minor children cannot be discharged by this provision in a manner that would ~ause this trust principal -3- to be included in my husband's estate. Furthermore, if one or more of my children is my Trustee herein, such child shall not have the right to distribute or participate in the decision to distribute principal to himself for the purposes set forth herein to the extent such right or power would cause part or all of the trust principal to be included in such child's estate. My Trustee shall take into consideration my children's other readily available assets and financial resources before making any distributions to them according to this paragraph. B. Upon my husband, PAUL E. HORNBAKER's, death if he survives me, the then remaining principal shall be paid to any one or more of my children, grandchildren; or other issue in such shares or amounts, on such terms, outright or in trust, as my husband may appoint by a Will specifically referring to this power of appointment; provided that under no circumstances shall my husband have the right or power to make any such appointment to himself, his estate, his creditors, or the creditors of his estate. In default of appointment or insofar as it is not effective, the remaining principal shall be held or distributed and paid according to Article IV-C below. C. After my husband's death, or after my death if my husband does not survive me, this Hornbaker Family Trust shall be divided into two (2) equal shares. One equal share shall be paid over and transferred to each of my children, and if a child fails to survive me, then to his or her issue, per stirpes. References in this Will to my children shall mean GARY E. HORNBAKER and KAREN S. ROYER. If there are no issue of a deceased child who are living at the time of the death of the survivor of my husband and myself, that deceased chiid~s share or trust fund shall be divided anal paid over in equal -4- shares among the other shares or trust funds created herein for the benefit of my other children, on a per stirpes basis. The share of any deceased child's issue under the age of twenty-five (25) years shall continue, IN TRUST, NEVERTHELESS, for the benefit of that particular issue until he or she attains the age of twenty-five (25) years, at which time all accumulated income and all principal shall be paid over and transferred to such issue, and the trust for that issue shall then terminate. During the term of the trust for such issue, income and/or principal shall be paid in such sums and amounts as my Trustee may, in his sole discretion, determine to be reasonably necessary for the health, support, maintenance, or education of such issue. ARTICLE V. APPOINTMENT OF EXECUTOR. I appoint my said husband, PAUL E. HORNBAKER, to be Executor of this my Last Will and Testament. In the event that he is unable or unwilling to act or to continue t;o act in said office, then I appoint the following as alternates with all the same powers: First Alternate Co-Executors: My children, GARY E. HORNBAKER and KAREN S. ROPER. ARTICLE VI. APPOINTMENT OF TRUSTEE. I appoint my children, GARY E. HORNBAKER and KAREN S. ROPER, to be Co-Trustees of the Hornbaker Family Trust and of any other trusts created in this Will. ARTICLE VII. DISCHARGE AND APPOINTMENT OF TRUSTEE. My husband shall have the power at any time to remove or discharge the Trustee of the Hornbaker Family Trust. If my husband removes or discharges the Trustee, a successor Trustee shall be appointed by formal court proceedings. In the event of the death, resignation, or incapacity of the Trustee of the Hornbaker Family Trust, any alternate trustee named above shall serve in -5- his place and if there is no alternate trustee named, then a successor Trustee may be appointed by a letter signed by at least a majority of the income beneficiaries (or their legal representatives) entitled to receive income at the time of the appointment. My husband is not eligible to serve as a successor Trustee. Any successor Trustee shall have all the rights, title, powers, and discretion given the original Trustee. ARTICLE VIII. INSTRUCTIONS REGARDING FIDUCIARIES. In the event that co- fiduciaries have been named for one or more of the fiduciary positions above, and if one or more of the co-fiduciaries is unable or unwilling to act or to continue to act in said office, then the other co-fiduciary(ies) may continue to serve without the need for the appointment of another co-fiduciary. Any reference to my "Executor," "Guardian," or "Trustee" in my Will shall be deemed and taxen to include each and every person or party named or appointed to serve in that office, whether there is one or more than one. Also, any reference to the masculine in my Will as it relates to my Executor, Guardian, or Trustee shall also include the feminine or the neuter wherever necessary. ARTICLE IX. DEFINITIONS. Any reference to my "husband" in my Will shall be a reference to my present husband, PAUL E. HORNBAKER, and shall not be interpreted to refer to or include any future husband of mine. ARTICLE X. ADDITIONAL PARAGRAPHS. I hereby incorporate by this reference the five (S) pages of General Provisions which are attached to this Will and made a part hereof by this reference. These General Provisions are intended to provide instructicns and directions for the settlement of my estate, for the '--'-' ~ any trusts, for all possible tax savings, and for the duu111115trat10ii of orderly transfer of my property according to the terms of my Will. -6- IN WITNESS WHEREOF, I, GRACE M. HORNBAKER, the Testatrix, have to this my Last Will and Testament, typewritten on seven (7) sheets of paper (including the witnesses' signatures), of which this is Sheet No. 7, set my hand and seal this f~%~~ ~ day of ~~.~= 199 G' 1r ~ , ~~<~. ~,' I/~` ~~~~-~ ~.,_~~~,~~ ,~ (SEAL) Grace M. Hornbaker SIGNED, SEALED, PUBLISHED, AND DECLARED, by the above-named, GRACE M. HORNBAKER, as and for her Last Will and Testament, in the presence of us, who at her request and in her presence and in the presence of each other, have hereunto subscribed our names as witnesses this itY~ day of ~, ~ ~__, :` .._ , 199 ~'",' . ~,l~-".. ,,°~- '~~_ ~,. ADDRESS ~..~~ ~ '.. ~r'F,.,''~ ~~',,, ,~~c_ ~` `~~' f ~` ~ f" ~ ~;' «--ii_ ADDRESS i 1 ~ ~` , ~%" ~ ~ -- L,;- %~ ~ ~-;~. ~" ; ' ~ ~'.,-~ ~~ ADDRESS :iJ ~ - ~' ~ ( `' -/_ /„,, r~ -7- ACKNOWLEDGMENT COMMONWEALTH OF PENNSYLVANIA __° SS. COUNTY OF i ~ i' i ~ ~Z.l The Testatrix, Grace M. Hornbaker, whose name is signed to the foregoing instrument and the witnesses whose names are signed to the foregoing instrument, being duly qualified according to law, do hereby declare to the undersigned authority that the Testatrix signed and executed the instrument as her Last Will; that she signed willingly and that she executed it as her free and voluntary act for the purposes therein expressed; that each of the witnesses, in the hearing and sight of the Testatrix signed the Will as witnesses; and that to the best of our knowledge and belief the Testatrix was at that time 18 or more years of age, of sound mind and under no constraint or undue influence. ~~, `_~ ~ ~~./ t ~ ~~~r--~ , .~'~ •1<`e-t1 __ (SEAL ) Grace~M. Hornbaker ~~,, _ ~ ~ ~~a~'~'<--- ~`~-- ~-:_ r~E-~ --(SEAL) ~~~`~ ~ ~ =,r' i l ', i~ ,'r ~~~ "' ~ (SEAL ) ~_ - % L,/ i ~~~ ~ '~~ ;/^ ~,,, ~ .-~ ~,' ~ %~ ~ 1.~ ;L ~ _ (SEAL ) Subscribed, sworn to and acknowledged before me by Grace M. Hornbaker, the ,Testatrix, ands subscribed and sworn `t q' before me b.y i ~` / f ~` l; ,~ r ~ ~i , ,,/~ - ~y ~ ~ ~.(t_- ; ~?~, j ~~}.{_ ,~~~ ,C; 'I` ~ ,~~%(. ~~ ! ~ i Gt_ ~~ ~! (~ ~t,/~~(,LC-,r ~ , and ~. , _ ~' i - ~ ,r ~ ~ » ~- i~~ fr,~%,t i' ~ / ~f ~-7~ , the witnesses, this ~~r `,'day of rN ,~! ~ ((,l 'l--fir ~~199~ ~ // -, -~ ~' 1 i / r ~~ 4 !/ ~ ~j;i' ~i~' (~ 'rU' ~"~Il 7~(' ~,i~ (Notar Public REBECCA AivN PETTENGER, Na~`ary Public Mate College Boro, Centre County, pa, -~~y Commissicn Expires Jan. ~5, i99.3 GENERAL PROVISIONS These General Provisions are intended to be and are a part of my Last Will and Testament and are to provide instructions and directions for the settlement of my estate, for the administration of any trusts, for all possible tax savings, and for the orderly transfer of my property according to the terms of my Will. A. ADMINISTRATIVE PROVISIONS SECTION I. DISABILITY, INCAPACITY, AND MINORITY OF BENEFICIARIES. If any beneficiary of my estate or any trust created in my Will is a minor or becomes disabled or incapacitated by reason of illness, advanced age, accident, or any other cause, and if the beneficiary is entitled to any income or principal, then my Executors, Guardians, and Trustees may apply income or principal from time to time directly for the beneficiary's support, maintenance, education, and health needs instead of being paid to such beneficiary or that beneficiary's guardian or conservator. Any remaining income or principal for that beneficiary shall be held as a separate trust for that beneficiary, and my Trustees may use income or principal from that separate trust for the beneficiary's support, etc., as set forth above. The remainder shall be invested and paid over to the beneficiary when, in my Trustees' opinion, the beneficiary becomes free of the disability andJor attains the age of majority as defined in this Will. SECTION II. PROTECTIONS FOR BENEFICIARIES. The rights and interests of each beneficiary in the income or principal of any trust created in my Will shall be free from the control, interference, or claims of any creditor of that beneficiary or any spouse of a married beneficiary and such rights and interests shall not be subject to execution, levy, attachment, anticipation, assignment, pledge, or alienation. SECTION III. TP.USTEE ACCOUNTING. The Trustees of any trusts created herein shall each ycar ranger an account Of their adIDlnlStrati4n of each trllSt hereunder to the person or persons (or such person's or persons' guardian or guardians) who may receive the income thereof. Such person's or persons' (or the guardian's or guardians') written approval.of such account shall, as to all matters and transactions stated therein or shown thereby, be final and binding upon all persons (whether in being or not) who are then or may thereafter become interested in or entitled to share in either the income or principal of the trust. SECTION IV. WAIVER OF BOND. To the extent that such requirements can be legally waived, I direct that no Guardian, Executor, Trustee, or other fiduciary named in my Will or any successor fiduciary shall ever be required to post any bond or give any security in connection with its duties, whether in the State of Pennsylvania or elsewhere. SECTION V_. TRUSTEE DISCRETION TO DISTRIBUTE PRINCIPAL AND INCOME. If any trust created under the provisions of this Will authorizes my Trustees to pay income or principal or both to any one or more persons in a specified class, my Trustees are authorized to pay any part or all of such income or principal to any one member of such class to the exclusion of all of the others, or to some members of the class to the exclusion of others, and in such amounts or shares, equal or unequal, and at such time or times, as they, in their sole discretion, deem advisable. SECTION VI. Should the principal of any trust in my Will become too small, or should its administration be or become impractical for any reason, so as to make continuance of the trust inadvisable, in my Trustee's sole discretion, my Trustee may make immediate distribution of the then-remaining principal and any accumulated or undistributed income outright to the remainder beneficiary or beneficiaries of such trust or trusts determined as if the trust had otherwise terminated at that time. Upon such termination, the rights of all persons who might otherwise have an interest as succeeding income or remainder beneficiary shall cease. If any beneficiary to receive distribution is a minor or disabled in any way, Trustee may pay such share to the parent, guardian, or Berson or organization taking care of that beneficiary, or may deposit such share in that beneficiary's name in a savings account in any financial institution, including a savings account operated by the Trustee, payable to the beneficiary at the termination of legal incapacity. B. TAX PROVISIONS SECTION VII. I give my Executors authority to distribute assets in kind to Part I and Part II of my residuary estate, but the values used for distribution in kind shall be determined as of the dates of distribution so that each Part shares proportionately in appreciation and depreciation of assets and in the income thereof equitably and ratably in proportion to the respective percentage interest of each of the two Parts. Only assets which qualify for the marital deduction shall be distributed to Part I. Subject to the foregoing, my Executors shall have absolute discretion in selecting the property to be allocated to Part I. SECTION VIII- It is my intention that the arrangements of Part I for my spouse shall qualify for the marital deduction, and neither my Executors nar my Trustees shall have any authority or discretion which would in any manner disqualify my estate or any trust or trusts herein from securing such a deduction. It is also my intention that the remaining trust principal of Part II shall be excluded from my spouse's estate upon my spouse's death. Notwithstanding any provision to the contrary in this Will, none of the powers or rights or discretions granted in any provision of my Will to the Trustees and the trust beneficiaries shall be permitted to be exercised in a manner that would cause the trust principal of Part II to be included in my spouse's estate. SECTION IX. I direct my Executors to pay or otherwise satisfy out of Part II all debts, administration expenses, general legacies, and sii estate, -L- succession, inheritance, transfer, and other death taxes and duties which shall be levied or assessed in respect of my death whether or not imposed in respect of property passing under my Will and imposed by any governmental authority, domestic or foreign. However, no property which would be otherwise exempt from federal estate or state death taxes shall be used to make any payments under this Section. SECTION R. In accordance with the Tax Reform Act of 1976, the Revenue Act of 1978, the Economic Recovery Tax Act of 1981, and the Tax Reform Act of 1984 and their supplements and amendments, I intend that those sections of my Will which relate to tax planning be interpreted by reference to the following: A. If any tax or other advantages are available to my estate and my heirs as a result of future changes to the federal or state tax laws, I intend that this Will be interpreted in such a way that all tax advantages will be used in my estate and by the fiduciaries who work with my estate and any trusts created in this Will. B. If the marital deduction is available in my estate, then it is my intention to make use of the marital deduction in such a way that the death taxes paid by my estate and later by the estate of my surviving spouse are kept to a minimum. C. If my death should occur after other changes are made in the tax laws and if, as a result of those changes, larger deductions and credits are available, I direct that my Will be interpreted as if I had written a new Will to take advantage of the most current deductions and credits permitted by state and federal tax laws. C. MANAGEMENT PROVISIONS SECTION RI. GENERAL ERECUTOR AND TRUSTEE POWERS. In extension and not in limitation of the powers given them by law or other provisions of this Will, my Executors and Trustees shall have the following powers, applicable to all property held by them, in each case to be exercised from time to time in their discretion, without court order and until actual distribution: A. To retain any property or any undivided interest therein, regardless of any lack of diversification, risk, or nonproductivity and without being limited by any statute or rule of law concerning investments by fiduciaries; B. To invest and reinvest in any property or undivided interests therein, without being limited by any statute or rule of law concerning investments by fiduciaries; C. To sell any property, for cash or on credit, at public or private sale; to exchange any property for other property; to grant options to sell or to purchase or acquire any property; and to determine the prices and terms of sales, exchanges, and options; -3- D. To execute leases and subleases, even though such leases may extend beyond the settlement of the estate oz the termination of the trust; E. To borrow money and to mortgage or pledge any estate or trust property; F. To take any action with respect to conserving or realizing upon the value of any property and with respect to foreclosures, reorganizations, or other changes affecting the estate or trust property; to collect, pay, contest, compromise, or abandon demands of or against the estate or trust, wherever situated; and to execute contracts, notes, conveyances, and other instruments, including instruments containing covenants and warranties binding upon and creating a charge against the estate or trust; and containing provisions without disclosure of any fiduciary relationship; G. To employ agents, attorneys, auditors, depositaries, and proxies, with or without discretionary powers and to remunerate them and pay their expenses; H. To determine the manner of ascertainment of income and principal and the apportionment between income and principal of all receipts and disbursements, and to select an annual accounting period; I. To receive additional property from any source and add it to and commingle it with the estate or the trust; J. To enter into any transaction authorized by this section with Trustees or legal representatives of any other trust or estate in which any beneficiary hereunder has any beneficial interest, even though any such Trustee or legal representative is also Trustee hereunder; K. To make any distribution or division of the estate and trust property in cash or in kind or both and to allot different kinds of disproportionate shares of property or undivided interests in property among the beneficiaries or portions, and to determine the value of any such property; and to continue to exercise any powers and discretion herein given for a reasonable period after the termination of the trust, but only for so long as no rule of law relating to perpetuity would be violated; L. To conduct any business in which I am engaged or in which I have an interest at the time of my death for such periods as they may deem advisable and with power to borrow money and pledge the assets of the business and do all other acts which I, in my lifetime, could have done or to delegate such powers to any partner, manager, or employee, without liability for any loss occurring herein; M. To organize a corporation or corporations without leave of Court, to carry on any business in which I am engaged or in which I have an interest at the time of my death, by themselves or with others, and to contribute aii or part of the assets of such business as capital to such corporations and accept stock in the corporations in exchange therefor; -4- N. To hold property of separate trusts in common investments for convenience of investment or administration; 0. To determine whether to claim deductions available to me or to my estate on estate tax or on income tax returns, and to determine whether to use date of death or alternate valuation date values for estate tax purposes, in such manner as they consider advisable and without making any adjustment between income and principal or among beneficiaries due to any such determination; -5- P. To disclaim interests in property. ~f ~)1~ CHARLENE F3UCHTENBERG£R, FIDDCIARY OFFICER ORR3TOWN FINANCIAL ADVISORS 77 ERST RING STREET, SHIPPENSBURG, PA 17257 Date of Death: 06/11/2011 Valuation Date: 06/11/2011 Processing Hate: 06/14/2011 Estate of: ESTATE OF GRACE HORNHAKER Account: 1166 Report Type: Date of Death Number of Securities: 33 File ID; G 80RN8AKER 1166 Shares Security Mean and/or Div and int Security or Par Description High/Ask Low/Hid Adjustments Accruals Value 1} 100 AT&T INC {00206A142) COM New York Stock Exchange 06/10/2011 30.55D04 3tl.21000 H/L 06/13/2011 30.84000 30.25000 H/L 30,462500 3,046.25 2) 104 AHBOTT LABS {DD2H24100) caM New York Stack Exchange 06/10/2011 51.47000 50.9000D H/L 06/13/2011 51.64000 51.16D00 H/L 51.292540 5,129.25 31 5466tl ALIQIIIPPA PA SCH DFST {016364HE0) Financial Times Interactive Data DTD: 03/01/2008 Mat: 12/D1/2014 3~ 06/10/2011 105.64700 Mkt 06/13/2011 105.67800 M)ct 105.652500 52,831.25 Int: 06/01/2411 to 06/11/2011 41.67 4) 1040D ARMSTRONG SCH DIST PA (042467GLB) Financial Times Interactive Data OTD: 46/15/2006 Mat: 03/15/2022 5~ 06/10/2011 107.43000 Mkt 06/13/2011 107.42600 Mkt 107.428006 10,742.80 Int: 03/15/2411 to D6/lI/2011 119.44 5) 304 CORNING INC {x19356105) COM New York Stocl~ Exchange 06/10/2011 18.6500D 18.25000 H/L 06/13/2011 18.52D06 18.18500 H/L 18.401x50 5,526.38 Div: 0.05 Ex: p5/26/2011 Rec: 05/31/2411 Pay: 06/3D/202i 15.00 5} 100 DISNEY WALT CO (254687106} COM DISNEY New York Stock Exchange OS/10/2611 39.33000 38.42464 H/L 05/13/2D11 38.86120 38.35000 H/L 38.7403D0 3,874.03 7) 267.064 DODGE & COX FDS (256206103} INTL STK FD Mutual Fund {as gusted by NASDAQ} D6/lo/zo11 3s.71DDa rust 35.710000 9,536.86 el 100 bOMINION RES INC VA NE47 {25746D1691 COM New York Stoc}r Exchange 06/10/2011 48.26000 47.50600 H/L 06/13/2011 47.B70tl4 47.18040 H/L 47.687500 4,768.75 Div: 0.4925 Ex: 05/25/2011 Rac: 05/27/2011 Pay: 06/2D/201i 49.25 9} 240 EATON CORP (278058102( COM New York Stock Exchange 06/10/2011 46.650D6 45.79004 H/L 06/13/2011 46.620DD 45.850D6 H/L 46.227500 9,245.50 Page 1 This report was produced with EstateVal, a product o€ Estate valuations & Pricing Systems, Inc. I€ you have questions, please contact EVP Systems at {gle) 313-6300 or www.evpsys.com. (Revision 7.1.1} ~ r.=.te of Death: 06/11/2011 Valuation Date: 06/11/2011 Processing Date: Ofi/14/2011 Estate of: ESTATE OF GFACE HORNBAKER Account: 1166 Report Type: Date of Death Number o[ Securities: 33 File ID: G HORNBAKER 1156 Shares Security Mean and/or Div and Int Security or Par Description High/Ask Low/Bid Adjustments Accruals Value 10) 100 ENCANA CORP (292505104} COM New York Stock Exchange 06/10/2D11 32.45330 32.43000 FI/L 06/13/2011 32.61000 31.53000 H/L 32.380829 3,238.08 Prices for 06/13/2011 adjusted up for dividend{s): 0.2 11} 100 EXXON MOBIL COAP (3O231G1D2} COM New York Stock Exchange 46/10/2011 80.95000 79.72000 H/L 06/13/2011 80.60000 78.84000 H/L 00.027500 8,002.75 12} 0378 FIDELITY PA TAX FREE PORTFOLIO {31634 4209) PENN MIIN INCM Mutual Fund {as quoted by NASAAC} OS/10/2011 10.73000 Mkt 1D.7300DO 89,095.94 13} 400 FIRST NIAGARA FINL GP INC {33582V108} COM The NASDAQ Stock Market LLC 06/10/2011 13.79000 13.60000 H/L 06/13/2011 13.75000 13.55000 H/L 13.672500 5,469.00 14) SOD INTEL CORD (458140100} COM The NASDAQ Stack Market LLC D6/10/2011 21.00000 21.26000 H/L O6/13/2D11 21.fiDD10 21.2BD00 H/L 22.485025 10,742,51 15} 100 JOHNSON & JOHNSON (470160104) COM New York Stock Exchange 06/10/2011 66.68000 66.04000 H/L 06/13/2011 66.96500 66.25000 H/L 66.490750 6,649.88 Div: 0.57 Ex: 05/2fi/20i1 Rec: 05/31/2D1i Pay: 06/1 4;2D11 57.00 16) 300 KRAFT FOODS iNC {5OO75N104} CL A New York Stock Exchange 06/10/2011 34.20290 33.75000 H/L 06/13/2011 34.35000 33.76000 H/L 34,OI5725 10,204.72 17) 100 MARKET VECTORS ETF TA {57060II605) AGRIHIIS ETF NYSE Arca Equities Exchange 06/10/2011 53.34000 52.61000 H/L 06/13/2011 53,26000 52.05000 HiL 52.815000 5,281.50 18} 100 MONRO MDFFLER BRAHE INC (61D236101) COM The NASDAQ Stack Market LLC 06/10/2011 3D.6900O 29.42000 H/L 06/13/2011 31.O600D 30.38400 H/L 3D.387500 3,030.75 Div; 0,08 Ex: D6/03/2611 Rec: 06/07/2011 Pay: 06/17/2Dli 8.00 19) 50000 PENNSYLVANIA ST {7O9141WJ0) Financial Tintes Interactive Data DTD: 05/01/2002 Mat: 05/01/2020 5& 06/10/2011 104.17140 M)Ct 66/13/2011 104.198D0 t+llct 104.164500 52,002.25 Int: 05/01/2011 to 06/11/2011 277,70 Paae 2 This report was produced with EstateVal, a product of Estate Valuations & Pricing Systems, Inc. If you have questions, please contact EVP Systems at 1818) 323 -63 DO or www.evpsys.com. (Revision 7.1.1) Date o€ Death: Dfi/11/2011 Estate of: ESTATE DF GfiACE HORNEAKER Valuation Date: OS/11/2011 Acceunk: 1166 Processin g Date: 06/14/2411 Report Type: Date of Death Number of Securities: 33 File iD: G HORNBAKER 1166 Sha res Security Mean and/or Div and Int Security or Par Description High/Ask Low/Bid Adjustments Accruals Value 20) 25004 PENNSYLVANIA ST {74914PCZ3) Financial Tirtes Interactive Data DTD: 12/20/2007 Mat: OH/41/2020 5~ Ofi/10/2611 120.09200 Mkt D6/13/24i1 120.06300 Mkt 120.487500 3D,021.flfl Int: 02/01/2011 to 05/11/2411 451.39 21) 144 PEPSICD INC (713448108} COM New York Stock Exchange 46/14/2011 64.42000 68.58444 H/L 46/13/2011 69.32000 68.62000 H/L fi8.985D04 6,898.50 Div: 0.515 Ex: 06/01/2011 Rec: 06/43/2011 Pay: 06/30/2011 51.50 22) 100 RESEARCH IN MOTION LTD (760975102) COM The NASDAQ Stock Market LLC 06/10/2011 37.54000 35.51000 H/L 46/13/2011 37.10004 35.90000 H/L 36.762500 3,676.25 23} 458.404 ROWS T PRICE CAP APPRECIAT FD {77954M105) SH BEN INT Mutual Fund {as quoted by NASDAp} 05/14/2011 21.00040 M3ct 21.004040 9,626.48 24} 299.315 ROWE PRICE NEW HORIZONS FD INC (779562107} COM Mutual Fund {as gueted by NASDAQ} 06/10/2011 35.24000 Mkk 35.240D40 14,547.86 25} 100 SPDR S&P 500 ETF TR (78462F103) TR UNIT NYSE Arca Equities Exchange 06/10/2411 128.93D60 127,26000 H/L 06/13/2011 128.24000 127.OS004 H/L 127.870004 12,787.40 25} 140 SPDR GOLD TROST {78463V107) GOLD SHS NYSE Arca Equities Exchange 06/10/2011 149.78000 148.69440 H/L 06/13/2011 149.04004 147.19000 H/L 148.675000 14,857.50 27} 10444 STATE PUB SCH BLDG ADTH PA COL (85732MEY9} Financial Times Interactive Data DTD: 06/04/2000 Mat: 05/01/2014 3.1~ 06/14/2411 103.7fl100 Mkt 46/13/2011 143.80744 Mkt 103.794000 10,379.40 Int: 05/01/2011 to Dfi/11/2411 34.44 28) 480.492 VANGUARD/WELLINGTON FD INC {921935201) ADMIRAL SHARES Mutval Fund (as quoted by NASDAQ) 06/10/2411 54.970D0 Mkt 54.970000 26,412.65 29) 1151.985 VANGUARD FIXED INCOME SECS FD {322031869} INFL PROT SECS Mutual Fund {as quoted by NASDAQ) 46/10/2011 13.57404 Mkt 13.574004 15,632.44 Page 3 This report was produced with EstateVal, a product of Estate Valuations & Pricing Systems, Inc. If you ha~~e questions, olease contact EVP Systems at (818) 313-6304 or Hvnu.evpsys.com. {Revision 7.1.1) rate of Death: 06/11/2011 Valuation Date: 06/11/2411 Processing Date: 06/14/2011 Shares Security or Par Description High/Ask Low/Bid 30) 9066.209 VANGDARD PA TAX FREE FD {92204L3U2) LONG TAXEX ADM Mutual Fund las quoted by NASDAQ; 06/10/2011 3i} 30004 WARWICX PA SCH DIST {936652XD7} Financial Times Interactive Data DTD: 47/02/2449 Mat: 10/01/2017 3.3~ 06/14/2011 06/13/2011 Int: 04/41/2011 to 06/11/2x11 32) 50440 WEST MIFFLIN PA {954447GA0} Financial Times Interactive Data DTD: 12/15/2x10 Mat: 1o/xi/zale 3~ 06/10/2011 46/13/2011 Int: 04/01/2011 to 06/11/2011 33) 200 MARVELL TECHNDLGGY GR40P LTD {GSB76H105} ORD The NASDAQ Stock Market LLC 06/10/2011 46/13/2011 Total Value: Total Accrual: Total: $627,384.46 Estate of: ESTATE OF GRACE HORNBAXER Account: 1166 Report Type: Date of Death Number of Securities: 33 File ID: G HDRNBAKER 1166 Mean and/or Div and Int Security Adjustments Accruals Value 11.00000 t4kt ll.xooaxx 144.44204 Mkt 104.43140 Mkt 104.416540 103.39600 Nkt 103.44600 Mkt 103.421404 14.80010 14.32500 H/L 14.44000 14.04000 H/L 14.401275 99,728.30 31,324.95 192,50 51,710.50 291.67 2,880.26 $625,794.42 $1,589.64 ORBSTOWN BANK DAII.Y DEPOSIT FEIND ~Q4344099T X74,877.54 ACCRIIED TNTEBEST $2.55 Page 4 This report was produced with EstateVal, a product of Estate Valuations & Pricing Systems, Inc. If you have questions, please contact EVP Systems at {818) 313-6300 or wvrvr.evpsys.com. {Revision 7.1.1) Closing Document No. 4 INSTALLMENT PURCHASE AGREEMENT HB- a67 i 66 v3 (t FTQ03! DOCj TABLE OF CONTENTS Page ARTICLE I -SALE AND PURCHASE OF THE EASEMENT .................................................... 2 Section I.1. Agreement to Sell and Purchase the Easement ....................................................... 2 Section 1.2. Delivery of the Grantor Deed .................................................................................. 3 Section 1.3. Transfer of the Easement by the Authority ............................................................. 3 ARTICLE II -REGISTERED OWNERS; TRANSFER OF AGREEMENT OR RIGHT TO RECENE REVENUES ....................................................................................3 Section 2.1. The Register ............................................................................................................3 Section 2.2. One Year Restriction ............................................................................................... 3 Section 2.3. Restriction on Transfers of Less Than 25°Io ............................................................ 3 ARTICLE III -PAYMENT OF THE PURCHASE PRICE AND INTEREST ...................._........ 3 Section 3.1. Payment of the Purchase Price and Interest; Assignment of the Conveyance Agreement ............................................................................................................... 3 Section 32. Registration and Transfer of this Agreement .......................................................... 5 Section 3.3. Registered Owners .................................................................................................. 5 Section 3.'1. Mutilated, Lost, Stolen or Destroyed Agreement ................................................... 5 ARTICLE IV -REPRESENTATIONS AND WARRANTIES ..................................................... 6 Section 4.1. Representations and Warranties of the Authorit}~ ...................................................6 Section 4.2. Representations and Warranties of the Grantor ...................................................... 6 ARTICLE V -PROVISIONS RELATING TO EXCLUSION OF INTEREST FROM INCOME FOR FEDERAL INCOME TAXATION ............................................... 7 Section 5.1. Intent of the Authority and Tax Covenant of the Authority .................................... r Section 5.2. Acknowledgment of the Grantor with Regard to the Tax Consequences of the Transaction .................................................................................................... 8 ARTICLE VI -THE PAYING AGENT ......................................................................................... Section 6.1. Appointment of the Paying Agent; Fees and Expenses .......................................... 8 Section 6.2. Ownership of the Installment Purchase Agreement .............................:.................. 8 Section 6.3. Removal of the Paying Agent and Appointment of the Successor Paying Agent.. 8 Section 6.4. Qualifications of the Successor Paying Agent ........................................................ K Section 6.5. Successor by Merger or Consolidation ................................................................... 9 HQ' n67156 v; (IFTQO;!.DOC) ARTICLE VII -MISCELLANEOUS ........................................................................ ............9 Section 7.1. Successors of Authority ............................................................ ........................._...9 Section 7.?. Parties in In[erest ...................................................................... ..............................9 Section 7.. Binding Effect ..................................................... ..................... .............................. 9 Section 7.=I. Severability ............................................................................... ..............................9 Section 7.~. Prior Ag?-eements Canceled; No Merger ................................... .............................. 9 Section 7.6. Amendments, Chances and Modifications ............................... ............................ 10 Section 7.7. No Personal Liability of Authority Officials ............................ ............................ 10 Section 7.8. Governing Law .......................................................................... ............................ 10 Section 7.9. Notices ..................................................................................... ............................ 10 Section 7.I0. Non-Business Days ................................................................. ............................ 1 1 Exhibit A -Description of the Farmland Exhibit B - The Grantor Deed Exhibit C - Foi-~n of Transfer Exhibit D -Installments of Purchase Price Exhibit E - Encumbrances Exhibit F - Certificate of Paying Agent H&. ft6716o v3 (IFCC20}!_DOC) LONG TERM INS~I'ALLNIENT PURCHASE PROC3RAM INSTALL1vIENT PURCHASE AGREEMENT THIS INSTALLMENT PURCHASE AGREEMENT (the "Installment Purchase Agreement") is made as of this 20th day of March. 2003, (the "Closing Dale") by and between Paul E. and Grace M. Hornbaker, residing at 309 Britton Road, Shippensburg, Pennsylvania (individually and collectively referred to as the "Grantor") and the NEW (UARDEN GENERAL AUTHORITY, New Garden Township Building, 8934 Gap Newport Road. Lindenberg, PA, a body corporate and politic of the Commonwealth of Pennsylvania (the "Authority"). RECITALS A. Pursuant to and in accordance with the Pennsylvania Municipality Authorities Act, 2001 Pa. Laws 22 (to be codified at 53 Pa. Cons. Stat. Ann §§ >601-5622), as amended by 2001 Pa. Laws 110 (the "Municipality Authorities Act") the Authority is incorporated for the purpose of, and in relevant part, acquiring, holding, and financing projects, which, among other things, retain and develop existing industries. B. In accordance with the Agricultural Area Security Law, 3 Pa. Cons. Stat. Ann. §901, et seq. (1981) as amended (the "Act"), the Commonwealth of Pennsylvania (the "Commonwealth") developed a farmland preservation program to conserve and protect agricultural lands in the Commonwealth. The Commonwealth desires to ensure that farmers in the Commonwealth have sufficient agricultural lands to provide farm products to the people of Pennsylvania and the United States. C. In furtherance of the Municipality Authorities Act, the Commonwealth adopted regulations "Agricultural Conservation Easement Purchase Program,'' 7 PA. Code 138e, et seq. (1997) (the "Program") to encourage the preservation and conservation of the agricultural lands of the Commonwealth. D. The Municipality Authorities Act and the Program provide for the purchase of agricultural conservation easements to restrict and limit the conversion of farmland to nonagricultural use. E. The Grantor is the sole owner of all that certain land situate partially in Shippensburg Township and partially in Southampton Township, Cumberland County, Pennsylvania (the "County"), together with the buildings and improvements erected thereon (the "Farmland"), as more particularly described in Exhibit A, attached hereto and made a part hereof. F. The Grantor has offered to sell, and the County has agreed to purchase, an agricultural conservation easement in the Farmland (the "Easement"), pursuant to the Municipality Authorities Act, and as described by the Agreement for Sale and Purchase of an Agricultural Conservation Easement, dated as of March 22, 2002, by and among the Grantor; the HB~. ~671oG v; I1FTp0~'DOC1 Commonwealth, acting through the Department of Agriculture ("PDAG~~) and the State Agricultural Land-Preservation Board (the "State Board"); and the County. acting through its County Agricultural Land Preservation Board (the `'County Board")([he "Agreement of Sale"). G. The County has developed a program for purchasing agricultural conservation easements, in accordance with the Municipality Authorities Act: and, the County, acting through the County Board, recommended to the State Board that the County purchase the Easement, as permitted under the Municipality Authorities Act and the Program. The County will own the Easement as reflected in the quitclaim deed from the Authority to the County (the "Authority Deed"), pursuant to which the Authority will also assign its rights in the surviving provisions of the Agreement of Sale. The purchase price is 5716,325 (the `'Purchase Price"). H. The County's recommendation was approved by the State Board, and all conditions precedent to the Grantor's sale and conveyance of the Easement to the. County have been satisfied as of the date hereof. I. The Commonwealth and County have designated the Authority as their assignee tinder the Agreement of Sale, as described in Section 3.01 thereof. The Authority, on behalf of the County, has agreed to purchase the Easement, all upon and subject to the conditions set forth in this Installment Purchase Agreement, and those provisions of the Agreement of_Sale, which survive the Closing Date. J. The Authority and the County have entered into a Conveyance Agreement. dated as of the date hereof, related to the transfer of the Easement (the "Conveyance Agreement") from the Authority to the County. Pursuant to the Conveyance Agreement, the County has agreed to pay the Purchase Price and interest on the unpaid balance thereof at the times and in the amounts as payments due to the Grantor from the Authority hereunder and the Authority has directed the County to make such payment directly to the Paying .Agent (as designated and appointed herein) for payment to the Registered Owners (hereinafter defined) of this Installment Purchase Agreement. K. The Grantor will execute the deed of agricultural conservation easement from the Grantor to the Authority, on the date hereof. The deed wili convey the Easement to the Authority in perpetuity (the "Grantor Deed"). The Grantor Deed will be substantially in the form attached hereto and made a part hereof and marked as Exhibit I3. NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency whereof are hereby acknowledged, the Grantor and the Authority hereby agree as follows: ARTICLE I SALE AND PURCHASE OF THE EASEMENT Section 1.1. A~-reement to Sell and Purchase the Easement. The Grantor agrees to sell the Easement to the Authority and the Authority agrees to purchase the Easement from the Grantor- on the date hereof for the Purchase Price, payable in accordance with this Installment Purchase A~7reement. -~- H [i ~ x67166 vt (I r; Q~l''_D~)C i Section 12- Delivery of the Grantor Deed. In order to evidence the sale of the Easement to the Authority, the Grantor will execute and deliver to the Authority, on the date hereof, the Grantor Deed. The Grantor Deed will be recorded in the Recorder of Deed's Office of the County. Section 1.3. Transfer of the Easement by the Authority. It is understood by the Grantor and the Authority that the Authority will transfer its interest in the Easement to the County, by execution and delivery of the Authority Deed. ARTICLE II REGISTERED OWNERS; TRANSFER OF AGREEMENT OR RIGHT TO RECEIVE REVENUES Section 2.1. The Register. As more particularly set forth below, the Paying Agent shall maintain a registry book (the "Register"} of the owners of this Installment Purchase Agreement. Those persons who at any time are shown on the Register of the Paying Agent as being the owners of any portion of this Installment Purchase Agreement shall be herein referred to as a `Registered Owner" and all such persons shall be referred to herein as the "Registered Owners." Initially, Paul E. Hornbaker shall be the sole Registered Owner of a principal amount of the Purchase Price at maturity of $350,000, and Grace M. Hornbaker shall be the sole Registered Owner of a principal amount of the Purchase Price at maturity of $365,C)00. "- Section 2.2. One Year Restriction. It will be a condition of the acceptance of this Installment Purchase Agreement that the Grantor understands, acknowledges and agrees that there will be no sale of the right to receive payments pursuant to this Installment Purchase Agreement hereunder for a period of one year from the date hereof; provided however that the Grantor will have the right to make any such transfers or assignment as part of necessary and/or required estate planning purposes or in distribution of the Grantor's estate. Section 2.3. Restriction on Transfers of Less Than 2~%. The Grantor agrees that upon the expiration of the period specified in Section 2.2, the Grantor or any Registered Owner shall not make any sale, gift, assignment or transfer (any of which shall be a "Transfe.r"} of this Installment Purchase Agreement or the right to receive payments hereunder, unless such Transfer shall be in an amount equal to or in excess of 25% of the Grantor's original interest herein. If the Grantor or any Registered Owner makes more than one Transfer, each such Transfer must meet the 25% requirement. Any such Transfer shall be made substantially in conformance with the Form of Transfer, attached hereto and made a part hereof and marked as Exhibit C. ARTICLE III PAYMENT OF THE PURCHASE PRICE AND INTEREST Section 3.1. Payment of the Purchase Price and Interest Assignment of the Conveyance Agreement. (a) The Paying Agent, at the direction of the Authority and as provided by the terms of the Conveyance Agreement, will pay the Purchase Price to the Registered Owners in installments on the dates and in the amounts as set forth on Exhibit D, -~- HB_ ~57I66 ~?. l I F-LQU_ ! DOCI attached hereto and made a part hereof. For its first installment payment of the Purchase Price, the County will pav cash in the amount of ~1,32g.00 to the Grantor on the Closing Date. (b) Interest on the unpaid balance of the Purchase Price (the '`Interest") will accrue from the date hereof at the rate of ~.8~°7o per annum and will be payable to the Registered Owners on May 15, 2003 and semiannually thereafter on November ] 5 and May 15 in each year up to and including November 15, 2022. Interest will be calculated on the basis of a 360-day year of twelve 30-day months. The dates on which an Installment Payment (as defined herein) shall be due are herein referred to individually as a "Payment Date" and collectively as the "Payment Dates." (c) Both the principal installment of the Purchase Price and the Interest are payable in lawful money of the United States of America, on the Payment Dates. The installment payments of the Purchase Price and Interest are herein referred to individually as an "Installment Payment" and collectively as the "Installment F'ay,~~ents." (d) The County will make each Installment Payment on its Payment Date to the Paying Agent, as directed by the Authority pursuant to the terms of the Conveyance Agreement. The Paying Agent shall remit the Installment Payment to the Registered Owners on the Register as of fifteen days prior to the Payment Date, in thy. same percentage as their respective ownership of this Installment Purchase Agreement, by check or draft mailed to the Registered Owners at the address of the Registered Owners as it appears on Register. The final installment of the Purchase Price and accrued and unpaid Interest will be paid by the Paying Agent to the Registered Owners on or any time after the final Payment Date upon presentation and surrender of this Installment Purchase Agreement at the office of the Paying A~ent_ (e) The Authority's obligation under this Installment Purchase Agreement shall be non-recourse, meaning that the Authoritv's only obligation will be to execute the Conveyance Agreement. The Authority has no obligation to make payments under the Installment Purchase Agreement from its own funds. With respect to the payment of the Purchase Price and all Interest thereon, the Registered Owners will be relying solely on the County to fulfill its obligations under the Conveyance Agreement. The Authority hereby assigns to the Registered Owners and the respective heirs, personal representatives and assigns of the Registered Owners, all of the Authority's right, title and interest in and to the Conveyance Agreement as security for the Authority's obligations hereunder. (f) Subject to the restrictions set forth in Section 22, if a Registered Owner makes a Transfer of all or a portion of its right, title and interest in and to this Installment Purchase Agreement, to a trustee (a "Trustee"}, in connection with the creation of a trust by such Registered Owner, such Trustee will be listed on the Register as the Registered Owner of the interest in this Installment Purchase Agreement being transferred, and all payments to be made under this Installment Purchase Agreement on account of such interest after the creation of such trust will be made directly to such Trustee. Any costs associated with a Transfer under this subparagraph (f) will be the sole obligation of the Registered Owner making such assignment. -'1- HB: x67!o6 v: nFfQ03'DO~1 Section 3.2. Registration and Transfer of this Agreement Until the Purchase Price and all Interest thereon have been paid in frill, the Authority will maintain and keep at the offices of the Paving Agent, a Register for the registration and transfer of this Installment Purchase Agreement and any percentage interest herein: and upon presentation of the written instnTment of transfer described in Section 33 below For such purpose at the offices of the Paying Agent, the Paying Agent will register or cause to be registered on the Register, and permit to be transferred thereon, under such reasonable requirements as the Authority or the Paying Agent may prescribe, the ownership of all or such interest in this Installment Purchase Agreement. Section 33. Registered Owners. Paul E. Hornbaker and Grace iV1. Hornbaker are the original Registered Cwners. Subject to the restrictions set forth in Section 2.3, this Installment Purchase Agreement and any interest therein will be transferable only upon the Register, at the written request of the Registered Owners as then shown on such registration books, or his or her attorney duly authorized in writing, upon presentation and surrende:r thereof, together with a written instrument of transfer substantially in the form attached hereto and made a part hereof and marked as Exhibit C. The Authority and the Paying Agent may deem and treat the person in whose name this Installment Purchase Agreement or any percentage interest therein is registered upon the Register as the absolute owner of this Installment Purchase Agreement or such percentage interest, whether any payments hereunder will be overdue or not, for the purpose of receiving payment of, or on account of, the Purchase Price and Interest thereon and for al] other purposes, and all such payments so made to any such Registered Owner or upon his or her order will be valid and effectual to satisfy and discharge the liability upon this Installment Purchase Agreement to the extent of the sum or sums so paid, and neither the Authority r,or the Paying Agent will be affected by any notice to the contrary. For every registration of transfer of this Installment Purchase Agreement or any interest therein, the Authority or the Paying Agent may make, a charge sufficient to reimburse themselves for any tax or other governmental charge required to be paid with respect to such exchange or transfer, which sum or sums will be paid by the person requesting the transfer as a condition precedent to the exercise of the privilege or registering the transfer. Section 3.4. Mutilated. Lost. Stolen or Destroyed Agreement. In the event that this Installment Purchase Agreement is mutilated, lost, stolen or destroyed, the Authority and the Registered Owners (as then shown on the registration books maintained by the Paying Agentj will execute a substitute for this Installment Purchase Agreement having the same germs as that of this Installment Purchase Agreement; provided that, in the case of any mutilated Installment Purchase Agreement, the mutilated Installment Purchase Agreement will first be surrendered to the Paying Agent, and, in the case of any lost, stolen or destroyed Installment Purchase Agreement there will be first furnished to the Authority and the Paying Agent evidence of such loss, theft, or destruction satisfactory to the Authority and th.e Paying Agent, together with an indemnity satisfactory to each of them in their sole discretion. The Authority and the Paying Agent may charge the Registered Owners requesting the new Installment Purchase Agreement their expenses and reasonable fees, if any, in connection therewith. If after the delivery of the substitute Installment Purchase Agreement, a bona fide purchaser presents for payment the HR X67166 ~~' f! FTpO~' DOCi -5- original Installment Purchase Agreement (in lieu of which such substitute Installment Purchase Agreement was issued) the Authority and the Paying Agent will be entitled to recover the substitute Installment Purchase Agreement from the person to whom it was delivered or any other person who receives delivery thereof, except a bona fide purchaser, and will be entitled to recover upon the security or indemnity provided therefor or otherwise to the extent of any loss, damage, cost or expense incurred by the Authority and the Paying Agent in connection therewith. ARTICLE IV REPRESENTATIONS ANJ WARRANTIES Section 4.1. Representations and Warranties of the Authority. The Authority makes the following representations and warranties: Commonwealth. (a) The Authority is a body politic and corporate of the (b) The Authority has the necessary power and authority to acquire the Easement, to enter into this Installment Purchase Agreement, to assign the Conveyance Agreement, to perform and observe the covenants and agreements on its part. contained in this Installment Purchase Agreement and to carry out and consumm~t~ al] transactions contemplated hereby. By proper action, the Authority has duly authorized the execution and delivery of this Installment Purchase Agreement,. (c) The Installment Purchase Agreement has been duly and property authorized, executed, sealed and delivered by the Authority, constitutes the valid and legally binding obligation of the Authority, and is enforceable against the Authority in accordance with its terms. (d) There are no proceedings pending or, to the best knowledge of the Authority, threatened before any court or administrative agency which may materially adversely affect the power of the Authority to enter into, or the validity or enforceability of, this Installment Purchase Agreement or the Grantor Deed. Section 4.2. Representations and Warranties of~ the Grantor. The Grantor makes the following representations and warranties with respect to the; Grantor: (a) The Grantor has full power and authority to execute and deliver this Installment Purchase Agreement and the Grantor Deed, and to incur and perform the obligations provided for herein and therein. No consent or approval of any person or public authority or regulatory body is required as a condition to the; validity or enforceability of this Installment Purchase Agreement or the Grantor Deed, or, if required, the same has been duly obtained. (b) This Installment Purchase Agreement and the Grantor Deed have been duly and properly executed by the Grantor, constitute valid and legally binding obligations of the Grantor, and are fully enforceable against the Grantor in accordance with their respective terms. -6- F~B ~~7ir~e~;uFr~o;~~ori (c) There is no litigation or proceeding pending or, to the knowledge of the- Grantor, threatened before any court or administrative agency which may materially adversely affect the authority of the Grantor to enter into, or the validity or enforceability of, this Installment Purchase Agreement or the Grantor Deed. (d) There is (i) no provision of any existing mortgage, indenture. contract or agreement binding on the Grantor or affecting the Farmland, and (ii) to the knowledge of the Grantor, no provision of law or order of court binding upon the Grantor or affecting the Farmland, which would conflict with or in any way prevent the execution., deliver, or performance of the terms of this Installment Purchase Agreement or the Grantor Deed, or which would be in default or violated as a result of such execution, delivery or performance, or for which adequate consents, waivers or, if necessary, subordinates, have not been obtained. (e} surface mineable coal, land `Encumbrances") with respect Installment Purchase Agreement acceptable to the County. There exist no liens, mortgages, options, rights of others in use restrictions, and other encumbrances collectively (the to the Farmland, except as set forth in Exhibit E of this (fl The Grantor further represents that the Encumbrances are (g) The Grantor is not a nonresident alien of the United States of America for purposes of federal income taxation. (h) The Social Security Number of Paul E. Hornbaker is and the Social Security Number of Grace M. Hornbaker is The representations in subsections (g) and (h) above are made under penalties of perjury and the information contained therein may be disclosed by the Authority to the Internal Revenue Service. The Grantor acknowledges that any false statement in such subsections could be; punished by fine, imprisonment or both. AF.TICLE V PROVISIONS RELATING TO EXCLUSION OF INTEREST FROM INCOME FOR FEDERAL INCOME TAXATION Section 5.1. Intent of the Authority and Tax Covenant of the Authority. The Authority intends that the Interest payable under this Installment Purchase Agreement will not be includable in the gross income of the Grantor or any other Registered Owners for purposes of federal income taxation pursuant to Section 148 of the Internal Revenue Code. Accordingly, the Authority will not knowingly take or permit to be taken any action or actions or omit or fail to take any action, which would cause this Agreement to be an "arbitrage bond" within the meaning of Section 148 of the Internal Revenue Code, or which would otherwise cause Interest payable under this Installment Purchase Agreement to become includable in the gross income of the, Grantor or any other Registered Owners for purposes of federal income taxation pursuant to Section 148 of the Internal Revenue Code. -7- H B- R6' t 66 ~~ ~ (t FTQO ~'. DO~_l Section 5.2. Acknowledgment of the Grantor with Regard to the Tax Consequences of the Transaction. The Grantor has received an opinion from Pepper Hamilton, LLP. Bond Counsel, dated the date hereof, to the effect that under existing laws. regulations, rulings and decisions. Interest payable under this Installment Purchase Agreement is not includable in the gross income of the Grantor for federal or Commonwealth income tax purposes. The Grantor acknowledges that he or she made his or her own independent investigation and has consulted with attorneys, accountants and others selected by the Grantor in the Grantor's sole discretion with respect to all other tax considerations related to the transaction contemplated hereby (including, but not limited to installment sales treatment under Section 4~3 of the Code, charitable contribution deductions under Section 170 of the Code, and federal estate tax implications). The Grantor certifies that the Grantor has not looked to or relied upon the Commonwealth, the Authority, the County or any of their officials, agents or employees, the Paying Agent, or to Bond Counsel with respect to such matters. ARTICLE VI THE PAYING AGENT Section 6.1. Appointment of the P~ina Agent: Fees and ExQenses. Wachovia Bank, National Association, a national banking association organized and existing under the laws of the United States of America and having a corporate trust office in Philadelphia, Pennsylvania, is hereby designated and appointed by the Authority to act as paying agent and registrar for this Installment Purchase Agreement (the '`Paying Agent"). The Paying Agent accepts this appointment pursuant to the Certificate of Paying Agent, attached hereto and made a part hereof and marked as Exhibit F and the Paying Agent A~Treement referenced therein. The Paying Agent shall be entitled to receive fees and reimbursement of expenses in accordance with a separate letter agreement between the Authority and the Paying Agent. Section 62. Ownership of the Installment Purchase Agreement. The Paying Agent may in good faith buy, sell, own and hold this Installment Purchase Agreement, and may join in any action which any Registered Owner may be entitled to take with like effect as if it did not act as Paying Agent hereunder. The Paying Agent in its individual capacity, either as principal or agent, may also engage in or have an interest in any financial or other transaction with the Authority, and may act as depcsitory, trastee or agent for other obligations of the Authority as freely as if it did not act in any capacity hereunder. Section 63. Removal of the Paving Agent and Appointment of the Successor Paving Agent. The Authority will have the right to remove the Paying Agent at any time by filing with the Paying Agent to be removed, and with the Registered Owners, an instrument in writing. Notwithstanding the foregoing, such removal will not be effective until a successor Paying Agent has assumed the Paying Agent's duties hereunder. Section 6.4. Qualifications of the Successor Paving Agent. Any successor Paying Agent will be either (a) an officer or employee of the Authority, or (b i a bank, mist company or other financial institution duly organized under the laws of the United States or any state or territory thereof which is authorized by law and permitted under the laws of the Commonwealth to perform all the duties imposed upon it as Paying Agent by this Installment Purchase Agreement. -g- Section 6.5. Successor by Merger or Consolidation. If the Paying agent is a bank, trust company or other financial institution, any institution or corporation into which the Paying Agent hereunder may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which the Paying Agent hereunder will be a party or any institution or corporation succeeding to the corporate trust business (if any) of the Paving Agent, will be the successor Paying Agent under this Installment Purchase Agreement, without the execution or filing of any pacer or any further act on the part of the parties hereto, anything in this Installment Purchase Agreement to the contrary notwithstanding. ARTICLE VII MISCELLANEOUS Section 7.1. Successors of Authority. In the event of the dissolution of the Authority, all the covenants, stipulations, promises and agreements contained in this Installment Purchase Agreement, by or on behalf of, or for the benefit of, the Authority, the CTrantor, any other Registered Owner, and the Paying Agent, will bind or inure to the benefit of the successors of the Authority which from time to time may be any entity, officer, board, commission, agency or instnlmentality to whom or to which any power or duty of the Authority will be transferred. Section 7.2. Parties in Interest. Except as herein otherwise specifically provided, nothing in this Installment Purchase Agreement, expressed or implied, is intended or will be construed to confer upon any person, firm or corporation, other than the Authority, the Grantor, any other Registered Owner and the Paying Agent any right, remedy or claim under or by reason of this Installment Purchase Agreement, this Installment Purchase Agreement being intended to be for the sole and exclusive benefit of the Authority, the Grantor, any other Registered Owner from time to time of this Installment Purchase Agreement and the Paying Agent. Whenever used, the singular number shall include the plural, the plural shall include the singular, and the use of any gender shall be applicable to all genders. Section 7.3. Binding Effect. This Installment Purchase Agreement will be binding upon and inure to the benefit of the parties hereto, their successors and assigns, including, without limitation, all Registered Owners from time to time of this h~stallment Purchase Agreement. Section 7.4. Severability. In case any one or more of the provisions of this Installment Purchase Agreement will, for any reason, be held to be illegal or invalid, such illegality or invalidity will not affect any other provisions of this Installment Purchase Agreement and this Installment Purchase Agreement will be construed and enforced as if such illegal or invalid provisions had not been contained herein or therein. Section 7.5. Prior Agreements Canceled; No Mercer. This Installment Purchase Agreement will completely and fillly supersede all other prior agreements, both written and oral, between the Authority or the County and the Grantor relating to the acquisition of the Easement. Neither the Authority, the County nor the Grantor will hereafter have any rights under such prior agreements but will look solely to this Il~stallrnent Purchase Agreement and the Grantor Deed for definitions and determinations of all of their respective rights, liabilities and responsibilities relating to the Farmland, the Easement and the payment for the Easement. In addition, this -9- HBa67166v_ [IF-L(~0;_DOC1 Installment Purchase Agreement will survive the execution and recording of the Grantor Deed and will not be merged therein- Section 7.6. Amendments. Changes and Modifications. This Installment Purchase Agreement may not be amended, changed, modified, altered or terminated except by an agreement in writing between the Authority and the then Registered Owners. An executed counterpart of any such amendment will be attached to this Installment PLUChase Agreement and will be binding upon such Registered Owners and all successor Registered Owners. Section 7.7. No Personal Liability of Authority Officials. No covenant ~or agreement contained in this Installment Purchase Agreement will be deemed to be the covenant or agreement of any official, officer, a~-ent or employee of the Authority in his or her individual capacity, and neither the officers of employees of the Authority nor any official executing this Installment Purchase Agreement will be liable personally on this Installment Purchase Agreement or be subject to any personal liability or accountability by reason of the issuance hereof. Section 7.8. Governing Law. The laws of the Commonwealth will govern the construction and enforcement of this Installment Purchase Agreement. Section 7.9. Notices. Except as otherwise provided in this Installment Purchase Agreement, all notices, demands, requests, consents, approvals, certificates or other communications required under this Installment Purchase Agreement to be in writing will be. sufficiently liven and will be deemed to have been properly given three business days after the same is mailed by certified mail, postage prepaid, return receipt requested, addressed to the person to whom any such notice, demand, request, approval, certificate or other communication. is to be given, at the address for such person designated below: Authority: New Garden General Authority Attention: Robert N. Taylor, Chairman New Garden Township Building 8934 Gap Newport Road Landenberg, PA 1935v with a copy to: County: County of Cumberland One Courthouse Square Carlisle, PA 17013 with a copy to: Grantor: Paul E. and Grace M. Hornbaker 309 Britton Road Shippensburg, PA 17257 -10- HB_ #67145 o3 ~.IFrr~~G~.D~1C) Paying Agent: Wachovia Bank, National Association - Corporate Trust Group 123 South Broad Street, 1 1`~' Floor Philadelphia, PA 19106 Attention: Alice Amore Any of the foregoing may, by notice given hereunder to each of the others, designate any further or different addresses to which subsequent notices, demands, requests, consents, approvals, certificates or other communications will be sent hereunder. For purposes of this Installment Purchase Agreement, the term `'business day" means a day on which banks located in the cities in which the principal office of the County and Paying Agent are located are not required or authorized by law or executive order to close for business (`'Business Day") Section 7.10. Non-Business Uavs. If the date for making any payment or the last date for performance of any act or the exercising of any right, as provided in this Installment Purchase Agreement, will not be a Business Day, the payment rnay, unless otherwise provided in this Installment Purchase Agreement, be made or act performed or right exercised on the next succeeding Business Day with the same force and effect as if done on the nominal date provided in this Installment Purchase Agreement, and in the case of payment no Interest will accrue for the period after such nominal date. -_ HD- ;6716h v3 i t 1-iQ03!_DOCi WITNESS the signatures of the parties hereto as of the date first above written. ATTEST: NEW GARDEN GENERAL AUTHORITY By: (Vice) Chairman (Assistant) Secretary WITNESS: WITNESS: GRANTOR Pau] E. Hornbaker GRANTOR Grace M. Hornbaker HB- t?67! 6h ~; ! I FTO'~~i LDOCj EYHIBIT B The Grantor Deed DEED OF AGRICULTURAL CONSERVATION EASEMENT THIS DEED OF AGRICULTURAL CONSERVATION EASEMENT (the "Deed") is made this 20`~ day of March, 2003, by and between Paul E. and Grace M. Hornbaker, having an address of 309 Britton Road, Shippensburg, Pennsylvania 1727 (hereinafter collectively referred to as the "Grantor"). and the New Garden General Authority, a municipal authority organized and existing under the Pennsylvania Municipality Authorities Act, 2001 Pa. Laws 22 (to be codified at 53 Pa. Cons. Stat. Ann §§ 5601-5622 (2001)), as amended by 2001 Pa. Laws 110 (the "Municipality Authorities Act"), having a mailing address of New Garden Township Building, 8934 Gap Newport Road, Landenberg, PA (hereinafter as the "Grantee"). WITNESSETH, that the Grantor is the sole owner of all that certain land situate partially in Shippensburg Township and partially in Southampton Township, Cumberland County, Pennsylvania (hereinafter referred to as the "County"), together with the buildings and improvements erected thereon (hereinafter referred to as the "Farmland"}, as more particularly described on Exhibit A, attached hereto and made a part hereof. WITNESSETH, that in accordance with the Agricultural Area Security Law, 3 Pa. Cons. Stat. Ann. 901, et seq. (1981) as amended (hereinafter referred to as the "Act"), the Commonwealth of Pennsylvania {hereinafter referred to as the "Commomvealth") developed a farmland preservation program to conserve and protect the agricultural lands of the Commonwealth. WITNESSETH, that pursuant to the Municipality Authorities Act, the County has determined to purchase an agricultural conservation easement (the "Easement") in the subject land, as described in Exhibit A, pursuant to the terms and conditions of a certain Agreement of Sale and Purchase of an Agricultural Conservation Easement, dated as of March 22, 2002, by and among the Grantor and the Commonwealth, acting by and through the Department of Agriculture (hereinafter referred to as "PDAG"); the State Agricultural Land Preservation Board (hereinafter referred to as the "State Board"), and the County, acting through its County Agricultural Land Preservation Board (hereinafter referred to as the "County Board" i (hereinafter referred to as the "Agreement of Sale"). WTTNESSETH, that the Commonwealth and the County assigned their rights and obligations to purchase the Easement to the Grantee, in order to enable the Grantor to sell and convey the Easement, pursuant to the Installment Purchase Program offered by the Commonwealth, acting by and through PDAG and the State Board. WITNESSETH, that the Authority, by deed of even date hereof, will sell and convey the Easement to the County, to effectuate the sell and conveyance. by the Grantor, as anticipated by the Municipality Authorities Act. NOW, THEREFGRE, in consideration of the sum of Seven Hundred Sixteen Thousand Three Hundred Twenty-Eight ($716,328) Dollars, the receipt and sufficiency of which is hereby B- I HB_ X07166 •„ i I F~Qn? ~.DGC, acknowledged, the Grantor does voluntarily grant. bargain and sell. and convey to the Authority an agricultural conservation easement in the subject land. under and subject to the iVlunicipality Authorities Act and the following terms and conditions: (1) Permitted Acts -during the term of the Easement conveyed herein, the Easement shall be used solely for the production for commercial purposes of crops. livestock and livestock products, including the processing or retail marketing of such crops, livestock or livestock products if more than fifty percent of such processed or merchandised products are produced on the Easement (hereinafter "agricultural production"). For purposes of this Deed, "crops, livestock and livestock products" include, but are not limited to: and dry beans: a. Field crops, including corn, wheat, oats, rye, barley, hay, potatoes b. Fruits, including apples, peaches, gapes, cherries and berries; c. Vegetables, including tomatoes, snap beans, cabbage, carrots, beets, onions and mushrooms; d. Horticultural specialties, including nursery stock ornamental shrubs, ornamental trees ad flowers; e. Livestock and livestock products, including cattle, sheep, hogs, goats, horses, poultry, furbearing animals, milk, eggs and furs; f. Timber, wood, and other wood products derived from trees; and g. Aquatic plants and animals and their by-products. Except as permitted in this Deed, neither the Grantor nor his agents, heirs, executors, administrators, successors and assigns, nor any person, partnership, corporation or other entity claiming title under or through the Grantor, or their agents, shall suffer, permit, or perform any activity on the Easement other than agricultural production. (2) Constnlction of Buildings and Other Sti2lctures -The construction or use of any building or other structure on the Easement other than as existing on the date of the delivery of this Deed is prohibited except that: a. The erection of fences for agricultural production and protection of watercourses such as lakes, streams, springs and reservoirs is permitted. b. The construction of one additional residential structure is permitted if; c. The construction and use of the residential structure is limited to providing housing for persons employed in farming the Easement on a seasonal or full-time basis. B -? HB- x67156 ~z ~ lE-7Qq;LDOC d. No other residential structure has beer, constructed on tl;e restricted land at any time since the delivery of the Deed, e. The residential structure and i[s cartilage occupy no more than two acres of the Easement, f. The location of the residential structure and its driveway will not significantly hai-rn the economic viability of the Easement for agricultural production; g. The construction or use of any building or other structure for agricultural production is permitted, and h. The replacement of a residential structure existing on the restricted land o the date of the granting of the easement is pe:-rnitted. (~) Subdivision -The Easement may be subdivided if subdividing will not harm the economic viability of the Easement for agricultural production. If the. Easement is subdivided, the Deeds to all of the subdivided parcels shall state on which of the si_ibdivided parcels the residential structure permitted by this Deed may be constructed. Deeds to al_- other parcels shall recite that no additional residential structure is permitted. (4) Utilities - The granting of rights-of-way by the Grantor, his heirs, executors, administrators, successors and assigns, or any person, partnership, corporation or other entity claiming title under or through the Grantor in and through the Easement for the installation. transportation, or use of, lines for water, sewage, electric, telephone, coal by underground mining methods, gas, oil or oil products is permitted. The term `granting of rights- of-way'' includes the right to construct or install such lines. The construction or installation of utilities lines other than of the type stated in this paragraph is prohibited on the Easement. (5) Minim -The granting of leases, assignments or other conveyances or the. issuing of permits, licenses or other authorization for the exploration, development, storage or removal of coal by underground mining methods, oil and gas by the owner of the Easement or the owner of the underlying coal by the underground mining methods, oil and gas or the owner of the rights to develop the underlying coal by underground mining methods, oil and gas, or the development of appurtenant facilities related to the removal of coal by underground mining methods, oil or gas development or activities incident to the removal or development of such minerals is permitted. (6) Rural Enterprises -Customary part-time or off-season minor or rural enterprises and activities which are provided for in the County Agricultural Easement Purchase Program approved by the State Agricultural Land Preservation Board are permitted. (7) Soil and Water Conservation - All agricultural production on the Easement shall be conducted in accordance with a conservation plan approved by the County Conservation District or the County Board. Such plan shill be updated every ten nears and upon any change in t:he basic type of agricultural production being conducted on the Easement. 11~ addition to the requirements established by the County Conservation District or the County Board, the conservation plan shall required that: B-3 tie ~h~ic,h ~~~ ~iF~r~~n?~ ~oc~ - a. The use of the land for growing sod. narsery stock ornamental trees, and shrubs does not remove excessive soil from the Easement: and b. The excavation of soil, sand, gravel, stone or other materials for use in agricultural production on the land is conducted in a location and manner that preserves the viability of the Easement for agricultural production. (8) Enforcement - At intervals no greater than one year, the Commonwealth and/or the Cormty, their successors, assigns or designees, shall have the right to enter the Easement for the purpose of inspecting to determine whether the provisions of this Deed are being observed. Written notice of such annual inspection shall be mailed to the Grantor, their heirs, executors, administrators, successors or assigns at least ten days prior to such inspection. The annual inspection shall be conducted between the hours of 8 a.m. and S p.m. on a weekday that is not a legal holiday recognized by the Commonwealth of Pennsylvania or at a date and time agreeable to the Commonwealth and/or the County and the Grantor. The Commonwealth and the County, their successors, assigns or designees, shall also have the right to inspect the Easement at any time, without prior notice, if either has a reasonable cause to believe the provisions of this Deed have been or are being violated. __ The Grantor acknowledges that any violation of the terms of this Deed shall entitle the Commonwealth and the County, their successors, assigns or designees, to obtain an injunction against such violation from a court of competent jurisdiction along with an order requiring the Grantor, his heirs, executors, administrators, successors or assigns, to restore the Easement to the condition it was in prior to the violation, and recovery any costs or damages incurred including reasonable attorney's fees. Such relief may be sought jointly, severally, or serially. (9) Restatement of Provisions of Agreement of Sale. - The following provisions of the Agreement of Sale are restated herein for the convenience of the parties hereto: a. The Grantor shall remain solely responsible for the payment of an}~ and all taxes levied against the Easement and any improvements thereon; b. The exercise or the failure to exercise of the Commonwealth, the State Board, the County, or the County Board of any right conferred by the Easement shall not be deemed to be management or control of activities on the Easement for purposes of enforcement of the Act of October 18, 1988 (P.L. 756, No. 108) known as the Hazardous Sites Cleanup Act; and c. The Grantor, his or her heirs, executors, administrators, successors or assigns agree to hold harmless, indemnify and defend the Commonwealth, the State Board, the County, and the County Board and their respective successors or assigns, from and against all liabilities and expenses arising from or in any way connected wir_h all claims, damages, losses, costs or expenses, including reasonable attorneys fees, resulting from a violation~or alleged violation of any State or Federal environmental statute or regulation, including but not limited to, statutes or regulations concerning the storage or disposal of hazardous or toxic chemical or materials. H[3- X67 16ti ci ~ I FTC )0 ~ IDOCi B -4 (10j Duration of Easement -The Easement created by this Deed shall be a covenant rr_inning with the land and shall be perpetual in duration. Every provision of this Deed applicable to Grantor shall apply to Grantor's heirs. executors, administrators, successors, assigns, agents, and any person, partnership, corporation or other entity claiming title under or through Grantor. (11) Conveyance or Transfer of the Easement -Grantor, his heirs, executors, administrators, successors or assigns, and any person, partnership, corporation, or other entity claiming title under or through Grantor, shall notify the Commonwealth and the County in writing of any conveyance or transfer of ownership of the Easement. Such notification shall set forth the name, address and telephone number of the Grantor and the party or parties to whom ownership of the Easement has been conveyed or transferred. This obligation shall apply to any change in ownership of the Easement. The restrictions set forth in this Deed shall be included in any Deed purporting to convey or transfer an ownership interest in the Easement, with the exception of the deed of even date hereof, conveying the Easement from the Authority to the County. (12) Applicability -Every provision of this Deed applicable to Grantor_shall apply to Grantor's heirs, executors, administrators, successors, assigns, agents, and any person, partnership, corporation or other entity claiming title under or through Grantor. (13) Interpretation -This Deed shall be interpreted under the laws of the Commonwealth of Pennsylvania. For purposes of interpretation, no party to this Deed shall be considered to be the drafter of the Deed. All provisions of this Deed are intended, and shall be interpreted to effectuate the intent of the General Assembly of the Commonwealth oz Pennsylvania as expressed in Section 2 of the Act. To have and to hold this Deed unto the Grantee, its successors and assigns in perpetuity. AND the Grantor, for himself, his heirs, executors, administrators, successors and assigns does SPECIALL`~ WARRANT the Easement hereby granted. IN WITNESS WHEREOF, the undersigned have duly executed this Deed on the day first written above. Witness: GRANTOR N ~- ,a~ ~ Se ~? ; i F rr~m ~ ooc~ Paul E. Hornbaker Grace M. Hornbaker B- ACI{~NOWLEDGMENT COMMONWEALTH OF COUNTY OF CUMBERLAND SS: On this, the day of March, 2003, before me, a Notary Public, personally appeared Paul E. Hornbaker and Grace M. Hornbaker, known by me (or satisfactorily proven) to be the persons whose names are subscribed to the within instrument and acknowledge that he/she/they executed the same for the purposes therein contained. L~1 WITNESS WHEREOF, I have hereunto set n-ry hand and official seal. NOTARY PUBLIC My Commission Expires: B-6 H6-ah7;ti6 -±ftf-TQ031_DOC) CERTIFICATE OF RESIDENCE I hereby certify that the precise business address of the Grantee(s) is: New Garden General Authorit}~ New Garden Township Building 8934 Gap Newport Road Landerberg, PA Date: Attorney for Grantee RECORDING INFORMATION COMMONWEALTH OF PENNSYLVANIA _ : SS: COUNTY OF CUMBERLAND The foregoing deed was recorded on the da:y of , 2003, in the Office of the Recorder of Deeds in and for the County of Cumberland in Record Book Volume Page Given under my hand and the seal of said Office on the date above written. Recorder of Deeds B-7 H6: No7166 v; ! t `"I~r2!7?!_DGC) EXHIBIT C Form of Transfer FOR VALUE RECEIVED, (the "Registered Owner"), hereby sells, assigns and transfers unto ,without recourse, % of the Registered Owner's right, title and interest in and to the Installment Purchase Agreement to which this Transfer (as such term is defined in the Installment Purchase Agreement) is attached; and the Registered Owner hereby irrevocably directs the Paying Agent (as such term is defined in the Installment Purchase Agreement) to transfer ___% the Installment Purchase Agreement on the books kept for registration thereof. The Registered Owner hereby represents, warrants and certifies that there have been no amendments to the Installment Purchase Agreement. Date: Signature guaranteed: NOTICE: The signature on this Assignment must correspond with the name of the Registered Owner as it appears on the registration books for the Installment Purchase Agreement referred to herein in every particular, without .alteration or enlargement or any change whatever. C-1 HCi. `~71b6v;(tF?~i;~rJ3'DOC1 EYHIBIT D Installments of Purchase Price Paul E. Hornbaker Date Current Interest. Rate Princi al Semi-Annual ~ Interest Payments Annual Payments May I5, 2003 ~ 3,128.1 - November 15, 2003 _ ~ 10,237.50 ~ 13,365.63 May I5, 2004 ~ 10,237.50 i November 15.2004 $10,237.50 ~ $20.475.00 Nlay 15, 2005 S 10,237.50 November 15, 2005 510,237.50 _ $^0,475.00 Ma 15, 2006 510.237.50 _ November 15, 2006 $10,237.50 ; __ 520,475.00 Ma ~ 15, 2007 ~ $10,237.50 November 15, 2007 ~ 10,237.50 ! $20,475.00 Mav 15, 2008 $10,237.50 November 15, 2008 $10,237.50 __ 520,47.00 I Mav 15, 2009 $10,237.50 November 15, 2009 $10,237.50 ~~ 520,475.00 Mav 15, 2010 ~ $10,237.50 ~ November 15, 2010 ~ 10,237.50 ~ 520,475.00 May 15, 2011 $10,237.50 November 15. 201 1 ~ 10,237.50 ~ 520,475.00 ~ 1~~1av 15, 201? $10,237.50 November 15, 2012 510,237.50 520,475.00 1 Mav 15, 2013 510,237.50 November 15, 2013 ' 510,237.50 _ ~ 520,475.00 ivlav 15. 201'4 $10,237.50 November i5, 2014 _ ~ 10,237.50 .520,475.00 Mav 15, 2015 ~ 10,237.50 ~ November 15, 2015 ~ X10,237.50 _ r ~"?0,475.00 Nlav 15, 2016 _ _ ~ 10,237.50 ~' November l5, 2016 ~ 510,237.50 ~I $20,475.00 May 15, 2017 _ 510,237.50 ~ November 15, 2017 510,237.50 ~ 520,475.00 May 15, 2018 510,237.50 November 15, 2018 _ $10,237.50 20,475.00 Mav 15, 2019 $10,237.50 November 15. 2019 ~ 510,237.50 ~ $20,475.00 Mav 15, 2020 510,237.50 ~ November 1.5, 2020 510,237.50 i $20,475.00 May 15. 2021 :~ 10,237.50 ~ November l5, 202 I 'I May 15, 202= S 10,237.50 ~ $20,475.OU 510,2 37.50 iv~o~ember i~, ?U2? ~ ~ 5.8J~Io 5350,UUO.OU S1U,237.~U ~~70,475.U0 ~~ TOTALS- _ , $350000.00 , ~402.390.fi3 'i `~7~2.390.(~3 D-1 Ht~. a6?166 v; (ICI-~i6;~_DOCr EXHIBIT D Installments of Purchase Price Grace M. Hornbaker Date Current Interest Rate Princi al Semi-Annual Interest Pa meets Annual Pa meets May 15, 2003 i $ 3,262.19 November 15, 2003 $10,676.25 $13,938.44 May 15, 2004 November 15, 2004 May 15, 2005 November 15, 2005 $10,676.25 $10,67625 _ $10,67625 $10,67625 521,352.50 _ $21,352.50 Ma 15, 2006 $10,67625 November 15, 2006 $10,67625 ~ $21,352.50 Ma 15, 2007 $10,676.25 November 15, 2007 $10,676.25 _ $21,352.50 May 15, 2008 $10,676 25 _ November 15, 2008 $10,67625 $21,352.50 Ma 15, 2009 $10,67625 _ November 15, 2009 $10,67625 _ $21,52.50 May 15, 2010 $10,676.25 _ November 15, 2010 $10,676.25 $21,352.50 May 15, 2011 _ $10,676.25 '~ November 15. 2011 $10,67625 ~ $21,352.50 May 15, 2012 $10,67625 ~, November 15, 2012 ~ $10,676.25 ~ $21,352.50 Mav 15, 2013 ~ I ~ _ $10,67625 ~ i November 15, 2013 _ $10,67625 I $21,352.50 Ma ~ 15, 2014 _ $10,676.25 ~i November 15, 2014 _ $10,67625 $21,352.50 Mav 15, 2015 _ $10,676.25 November 15, 2015 ~ 510,676 25 521,352.50 May 15, 2016 ~ $10,676.25 November 15, 2016 $10,676.25 $21,352.50 Ma 15, 2017 $10,67625 November 15, 2017 $10,67625 $21,352:50 May 15, 2018 $10,67625 November 15, 2018 $10,67625 ~ $21,352.50 May 15, 2019 $10,676.25 _ T November 15, 2019 _ $10,67625 ~ `21,35250 Mav 15, 2020 $10,67625 ~ November 15, 2020 $10,67625 :21,352.50 i~~1av 15, 2021 $10,676.25 ~ November 15, 2021 $10,676.25 ~~21,352:50 May 15, 202"' $10,67625 ~ November 1 ~, 2022 5.85% $365,000.00 $10,676.2 _ $386,352.50 TOTALS 5365.000.00 _ 5419.b35.94 L 5784.635.94 D-2 HFi- rr571nn .::..: I f=1 rin; ~.LUC i EXHIBIT F Certificate of Paying Agznt Installment Purchase Agreement Dated as of __ CERTIFICATE OF PAYING AGENT I, the undersigned, hereby certify that representatives of Wachovia Lank, National Association, as paying agent and registrar (the "Paying Agent'') have received a copy of the Installment Purchase Agreement, dated as of even date herewith and that we accept the duties and responsibilities of Paying Agent as set forth therein and in the Paying Agent Agreement dated as of January 1, 2002, between the Paying Agent and the New Garden General Authority. Signed and dated this day of , 2003. WACHOVIA BANK. NATIONAL ASSOCIATION Ly: Authorized Officer F-1 HB: ~Y67166 0} (I FTQ03~ DOC) CONTRACT NUMBER: 0334850701 INSURED NAME: PAUL E HORNBAKER PAGE20F4 ITEMIZED CONTRACT ACTIVITY EFFECTIVE TAX(11 INTO ~EST(2) 1„SURANCE SURRENDEP.(3; EXPENSE (4) CP.SH DATE ACTIVITY AMOUNT WITHHOLDING CREDITED CHARGES CHARGES CHARGES VALUE (-) I ~') (-) (-) (-) 07!22/10 Beginning Cash Value 28,130.61 08/21/10 Monthly Processing 109.05 80.76 2.50 28,156.40 09/21/10 Monthly Processing 109.15 80.67 2.50 28,182.38 10!21/10 Monthly Processing 105.72 80.58 2.50 28,205.02 11/21!10 Monthly Processing 109.34 80.48 2.50 28,231.38 12/21/10 Monthly Processing 105.91 80.40 2.50 28,254.39 0'i/21i i i MoniYiiy Processing 109.4 80.30 250 28,281.13 02/21/11 Monthly Processing 109.64 80.20 2.50 28,308.07 03!21/11 Monthly Processing 99.11 80.14 2.50 28,324.54 04!21/11 Monthly Processing 109.82 50.03 2.50 28,351.83 05/21/11 Monthly Processing 106.37 79.95 2.50 26,375.75 06/21/11 Monthly Processing 110.02 79.84 2.50 28.403.43 07!21/11 Monthly Processing 106.57 89.49 2.50 28,418.01 TOTALS 0.00 1,290.24 972.8415) 0.00 30.00 (1) The amount in this column includes federal, state and local taxes withheld on withdrawals. (2) Interest credited is not reportable for income tax purposes until withdrawn. (3) Each partial surrender is subject to a $25.00 charge. (4) Expense charges are $2.50 per month plus 3% of all premiums received. (5) The cost of insurance for policy riders and supplemental benefits included in the above total is $ 0.00. All expenses and fees are valid as of the reporting period end date. Orrstown Financial Advisors Charlene L. Feuchtenberger Assistant Vice President / Fiduciary Officer19765j Date of Death: 06/11/2611 Estate of: Estate of Grace M. Hornbaker Valuation Date: 66/11/Z011 Aceount: 1164 Processin g Date: 09/02/20ii Report Type: Date of Death Number of Securities: 12 Fiie ID: G. Hornbakei #1164 Shares Security Mean and/or Div and Int Security ar Par Description High/Ask Low/Bid Adjustments Accruals Value 1) 178.377 COLII[4BIA FDS SER TR (19765J830} MID CA_ti VAL Z Mutual Fund {as voted by NASDAQ) Ob/14/2011 13.74000 Mkt 13.740D00 2,45D.40 2} 230.15 DODGE & CGX FDS {256206103) INTL STK FD Mutual Fund {as quoted by NASDAQ} O6/10/zDll 35.71000 Mkt 35.71D006 8,216.66 3) 925.515 FEDERATED TGTAL RETIIAN SEAS (3i428Q101} TOTL RET iNSTL Mutual Fund (as quoted by NASDAQ) 06/10/2011 11.29000 Mkt 11.290000 10,449.08 4) 136.572 FIDELITY ADVISOR SER II (315807487) MIDCAP FD CL I Mutual Fund {as quoted by NASDAQ) O6/10/Z011 17.9400tl Mkt 17.940000 2,450.10 5) 202.655 ?RICE T ROWE GROWTH STK FD INC {741479109) COM Mutual Fund {as quoted by NASDAQ} 06/1D/2011 32.10000 Mkt 32.100000 6,505.23 5} 238.522 ROWE T PRICE EQDITY INCOME FD (779547108} SH BEN INT Mutual Fund (as quoted by NASDAQ} 05/1D/201i 23.8500D M1st 23.850000 S,b91.13 7} 44.475 ADWE PRICE NEW ERA FD INC {779559103} COM Mutual Fund {as quoted by NASDAQ} 05/10/2011 51.6100D MI[t 52.51DOD0 2,295.35 e) 229.511 VANGDARD/WELLINGTON FD INC (921935201) ADMIRAL SHARES Mutual Fund (as quoted by NASDAQ) 65/10/2011 54.97066 M}ct 54.970000 12,616.22 g} 874.3D5 VANGDARD FIXED INCOME SECS FD (922031810) INTRFf INVGRDASI Mutual Fund {as quoted by NASDAQ} 06/10/2011 10,05000 Mkt iD.656606 8,786.77 1D) 958.405 VANGIIARD FIXED INCOME SECS FD (922031836} STRM INVGRA AD Mutual Fund ias quoted by NASDAQ} 06/iD/2011 10.80000 Mkt 10.800000 10,350.77 11} 161.348 VANGQARD INDEX FD5 (9224DB496) 500 IDX FD SHS Mutual Fund {as quoted by NASDAQ) 65/16/2011 97.67060 Mkt 97.076000 9,837.85 Page i This report was produced with EstateVal, a product of Estate Valuations & Pricing Systems, Inc. If you have questions, please contact EVP Systems at {816} 313-fi306 or www.evpsys.cam. [Revision 7.2.0} Date of Death: 06/11/2011 Valuation Date: 06/11/2011 Processing Date: 09/02/2011 12} Shares Security or Par Description 45.315 VANGIIARD INDEX FDS (922908702) SMALL IIApTZTIN Mutual Fund (as quoted by NASDAQ 06/10/2011 Estate of: Estate ^€ Grace M. Hornbaker Account: llfi4 Report Type: Date of Death Number of Securities: 12 File ID: G. Hornbaker #1164 Mean and/or Div and Int Security High/Ask Low/Bid Adjustments Accruals Value 35.27000 Mkt 35.270000 Total value: Total Accrual: Total: $81,250.32 Portfolio Endnotes Orrskawn Bank Money Mazket #60934N625 $2748.05 Accrued Interest $.OH $0.00 1,598.26 $81,250.32 Page 2 This report was produced with EstateVai, a product o€ Estate Valuations a Pricing Systems, Inc. If you have questions, please contact EVP Systems at (818) 313-6300 or www.evpsys.cam, ;Revision 7.2.0} Western & Southern Life A member of Western & Southern Financial Group Annuity Operations PO Box 2918 Cincinnati, OH 45201-2918 toll free 800.926.1702 fax 513.629.1799 October 6, 2011 ZULLINGER DAVIS LAW OFFICES JOEL ZULLINGER 14 N MAIN STE 200 CHAMBERSBURG PA 17201 Dear Mr. Zullinger: Thank you for your request for information on the annuity contract. I hope the following contract information is helpful to you. Annuitant: GRACE HORNBAKER Owner: GRACE HORNBAKER Western-Southern Life Assurance Company Contract Number: W0020808637 Tax Qualification: Non Qualified Contract Value: $8,181.15 The quoted value information is as of 6/11/2011, the reported date of death. If you have any questions, please call our Annuity Operations Department at 1-800-926-1702. A representative will be happy to help you. Sincerely, Lois Craft Annuity Operations Department DC0331-0810 Western-Southern Life Assurance Company