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HomeMy WebLinkAbout11-28-12F:\FILES\Clients\5844 Mumma Estate\5844.19 Accounts and Distribution Trusts\5844.19.Petition Liquidation\5844.19.UPS\5844.19.Petition.UPS.Supplemental.Rev2.11.28.12.wpd No V. Otto, III, Esquire ~.., I.D. No. 27763 n ~. ~" ;= =~ r~ ~~~ George B. Faller, Jr., Esquire ~' ~ -~°° w ~g~ ~~ I.D. No. 49813 ,. ~' ~~~ r=.:::::~ ~= ~ ~ ~`~`'' Jennifer L. S ears Es uire ~ ~ ~ ~ b-~ ~ ~ ~' I.D. No.87445 ~ ~? '~ ~- ~> MARTSON LAW OFFICES --~ -~_~ 10 East High Street ~:~ ~-- ~.~, ~=-. ~i Carlisle, PA 17013 `. =~ ~ ,~ ~ (717) 243-3341 ~ ~' ~,, c~ Attorneys for Lisa M. Morgan IN THE COURT OF COMMON PLEAS OF IN RE: :CUMBERLAND COUNTY, PENNSYLVANIA Estate of Robert M. Mumma, Deceased. NO. 21-86-398 ORPHANS' COURT DIVISION SUPPLEMENTAL PETITION TO AUTHORIZE SALE OF REAL ESTATE Lisa M. Morgan, Trustee under the will of Robert M. Mumma, Sr., respectfully petitions this Court for an Order authorizing the sale of certain assets of the Residuary Trust, as follows: 1. The parties in this proceeding are familiar to the Court. By way of background, Petitioner ("Mrs. Morgan"), incorporates by reference paragraphs 1-9 of a Petition to Authorize Sale of Real Estate ("First Petition"), filed on May 30, 2012, a copy of which is attached as Exhibit «A» 2. Throughout the pendency of the First Petition, BT-Newyo, LLC, the Buyer under the Agreement for Purchase and Sale (the "Agreement") which is the subject of the First Petition, has made several requests for information on the status of the First Petition. In each case, Petitioner advised BT-Newyo, LLC that the matter had not yet been acted upon. BT-Newyo, LLC's most recent communication states that it "may be forced to go in another direction" with respect to its proposed purchase of the UPS Drive property if no ruling has been made on the First Petition by December 21, 2012. A copy of that communication is attached as Exhibit "B". WHEREFORE, Mrs. Morgan respectfully seeks an order from Your Honorable Court authorizing her to proceed with the sale of the Real Estate, upon the terms and conditions of the Agreement. Respectfully submitted, By: No V. Otto, III, Esquire I.D. No. 27763 George B. Faller, Jr., Esquire I.D. No. 49813 Jennifer L. Spears, Esquire I.D. No.87445 MARTSON LAW OFFICES 10 East High Street Carlisle, PA 17013 (717) 243-3341 Brady L. Green, Esquire MORGAN, LEWIS & BOCKIUS LLP 1701 Market Street Philadelphia, PA 19103-2921 (215) 963-5079 Date: November~~, 2012 Attorneys for Lisa M. Morgan 2 IN RE: Estate of Robert iv~I. Ulumma, Deceased RULE TU SH~JW +CAUS~ AND i~OW, tills day of , 201, upon consideration of Mrs. Morgan's Petition to Authorize Sale of Real Estate, a Rule to Show Cause is issued upon Robert M. Mumma, II, Barbara M. Mt~zmma and Linda Mumma to show cause, if any there be, why the Petition should not be granted. IN TI-IE COURT OI~ COMMON FLEt~S QF CUMBERLAND COUNTY, PE~l~NSYLV~1NIA : N0.21-86-~98 ORPI-TANS' LOUR"I~ DIVISION RULE returnable 1 ~ days after service. O BY TI-IE COURT, J. Wesley Oler, Jr,, S,J. cc: Joseph D. Buckley, Esquire -Auditor Jeffrey C~. Brooks, Esquire No ~. Otto, III, Esquire Richard F. Rinaldo, Esquire IVIs. Linda ~1. iVlumrna _°.3~iL~S'.Cfirnis~`-`S~S+4'~lumrta Est~tc~4~~A 1`i ;~ecaunts ar~i E)i~tr$.u?~an Trus s`5is:•3 3~ t'rritic~n IaPS S E(s ~(}l: ~}~ No V. Quo, III, Esquire I.D. Na. 2773 George B. Faller, Jr., Esquire I.D. No. ~9~ 13 Jennifer L. Spears, I~squire I.D. No.8~445 MARTSON LAW OFFICES 10 East I-Iigh Street Carlisle, P~ 17013 (71~) ?~3-331 attorneys for Lisa M. Morgan ~ r:;~` ~.~ ` .. ~ - ~ ~ ,, ~ f c._ ~. ,~, E" ." .~; IN TI~II~, COURT QF CQIV11vIQN PLEAS QF IN ; CUMBERL~IND CQUNTY, I~I;~NNSYLVANIA Estate of Robert lit. Mumma, Deceased. : NO. 21-~~- ~8 QRPI-IANS' COURT DIVISIQN FI:TITION T© ~UTI-~C}RIZE S~LI~ QF' ItI{~~L EST-I-TE Lisa M. Morgan, Trustee under the will of Robe~~t ICI. Mumma, Sr., respectfully petitions this Court for an Order authorising the sale of certain assets of the Martial Trust and Residuary "I'x-ust, as follows: I. The parties in this proceeding are familiar to the Court. By way of background, Petitioner ("Mrs. Morgan''), incorporates by reference paragrapi~s 1-1'? of a previously filed Petition to Authorize Plan of L.,iquidation, a copy of which is attached as Exhibit "A". 2. Mrs. Morgan is currently the sale Trustee of the Residuary Trust the "Residuary "Trust") under Mr. Mumma, Sr.'s will. ~. Respor~dcilts Robert ~j1. Vlurl~n7a II ('`RI~%IIUI II"), Barbara ivl. :Mumma ("Babs IVlurnn~a"), and Linda l~It,tmnla ~``T,~inda Mumma") are, ~~lang with ~Irs. Morgan, remaindern~en of the M~lrital Trust and the Residuary Trust. 4. The Residuary Trust owns an undivided 81.82507% interest in atenancy-in-common known as Mumma Realty Associates I ("MRA I"). The other owners of MRA I and their percentage interests are as follows: RMM II 4.24708% Linda Mumma 4.23555% Babs Mumma 4.23555% Lisa M. Morgan 4,23555% Estate of Barbara McK. Mumma 1.22120% 5. Mrs. Morgan, individually and together with her holdings in her representative capacities as Trustee of the Residuary Trust and Executrix of Mrs. Mumma's Estate, is the majority-in-interest owner of MRA I, with an aggregate ownership of 87.28182%. 6. Mrs. Morgan, in her representative capacity as Executrix of the Estate of Barbara McK. Mumma, is the sole shareholder, director and officer of Mumma Realty Associates, Inc., ("MRA, Inc."), and the manager of the assets of MRA I, as appointed under a certain Agreement Among Tenants in Common entered into by the holders of the interests in MRA I. 7, Mrs. Morgan has advised RMM II, Babs Mumma and Linda Mumma that no substantial assets of the Trusts would be sold or otherwise disposed of absent the approval of Your Honorable Court. 8. Mrs. Morgan desires to sell two parcels of real estate (the "Real Estate") owned by MRA I, and has negotiated with a buyer a sale price substantially in excess of the values for such parcels ($205,000.00) established by appraisal dated as of July 17, 2010.Such Real Estate is more fully described, and such sale is to take place in accordance with the terms and conditions of, a certain Agreement for Purchase and Sale (the "Agreement") , a copy of which is attached hereto as Exhibit "B". 9, Accordingly, Mrs. Morgan seeks an order from Your Honorable Court authorizing her to proceed with the sale of the Real Estate, upon the terms and conditions of the Agreement. 2 WHEREFORE, for the foregoing reasons, Mrs. Morgan respectfully requests that this Court issue a Rule to Show Cause upon Robert M. Mumma II, Barbara M. Mumma and Linda Mumma to show why the relief requested should not be granted. Respectfully submitted, By: No V, tto, III, Esquire I.D. No. 27763 George B. Faller, Jr., Esquire I.D. No. 49813 Jennifer L. Spears, Esquire I.D. No.87445 MARTSON LAW OFFICES 10 East High Street Carlisle, PA 17013 {717} 243-3341 Brady L. Green, Esquire MORGAN, LEWIS & BOCKIUS LLP 1701 Market Street Philadelphia, PA 19103-2921 (215) 963-5079 Date: May 30, 2012 Attorneys for Lisa M. Morgan . + IN RE: ESTATE OF ROBERT .: IN THE COURT OF COMMON PLEAS OF M, ,Deceased : CUMBERLAND COt1NTY, PENNSYLVAMA ORPHANS' COURT DIVISION N0.21-86-398 ORPHANS' COURT IN RE: PETITION TO AUTHORIZE PLAN OF LIQUIDATION ORDER OF COURT AND NOW, this lb'" day of April, 2012, upon consideration of the Petition To Authorize Plan of Liquidation, a Rule is hereby issued upon all interested parties to show cause why the relief requested should not be granted. RULE RETURNABLE within 10 days of service. TFIIS MATTER is referred to Joseph D. Buckley, Esq., as auditor for a brief interim report and recommendation. BY THE COURT, Joseph D. Buckley, Esq. Auditor 1237 Holly Pike Carlisle, PA 17013 John Kerr, Esq. 5020 Ritter Road Suite 104 Mechanicsburg, PA 17055 Robert M, Mumma, II 6880 S.E. Harbor Circle Stuart, FL 34996-1968 ., _, ~~ .. ~ ~ ,' - ~. J' Wesley Ober, Jr., ' S.J. ,- .~ ' ~? ~~ ? 7 ~ T / ~~ ~~ rn ---~ r ~ ~ ^' ~- ca ~•~ n L^ '~ EXHIBIT "A" f Robert M, Mumma, II 840 Market Street Suite 3333 Lemoyne, PA i 7043 Brady L. Green, Esq. Morgan, Lewis & Bockius, LLP 1701 Market Street Philadelphia, PA 19103-2921 Ge ge B. Faller, Jr., Esq. I V. Otto, III, Esq, 0 East High Street Carlisle, PA 17013 Linda Mumma P,O. Box 30436 Bethesda, MD 20824 Barbara M. Mumma 541 Bridgeview Drive Lemoyne, PA 17043 :rc F: FILES1Cdentslil~tl ~tusssma EsWelS844.t9 ~cconnt! u~d piuribtnioa Ta~ulSiil l4.PaitfoaPl:ttaf d:tlotL4A.12.. "' ^ •'~ " ~ • ' '~ .~. ~ .'.~ ~ ~ I _L".•_ ~r t•I j No V. Otto, III, Esquire I.D. No. 277b3 George B. Faller, Jr., Esquire LD. No. 49813 Jennifer L. Spears, Esquire I.D. No.87445 MARTSON LAW OFFICES 10 East High Street Cazlisle, PA 17013 (717) 243-3341 Attorneys for Lisa M. Morgan ~.~t ~.~:~ -5 ~+; ~~ o~ "~~ ~,: ~~ ~. ~ll'.'1~- ~~ ~ ~ :~' ~ ~' ap IN RE: Estate of Robert M. Mumma, Deceased. IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA : N0.21-86-398 ORPHANS' COURT DMSION PETITION TO AUTHORIZE PLAN OF LIQUIDATION Lisa M. Morgan, Trustee under the will of Robert M. Mumma, Sr., respectfully petitions this Court for an Order authorizing a plan for the sale of certain assets of the Martial Trust and Residuary Trust, as follows: 1. Petitioner is Lisa M. Morgan ("Mrs. Morgan"}, formerly a Co-Executrix of the above estate (the "Estate's and currently the sole Trustee of the Marital Trust (the "Marital Trust"} and the Residuary Trust (the "Residuary Trust") under Mr. Mumma, Sr.'s will. 2. Respondents Robert M. Mumma II ("RMM II"), Barbara M. Mumma ("Babs Mumma"), and Linda Mumma ("Linda Mumma") are, along with Mrs. Morgan, remaindermen of the Marital Trust and the Residuary Trust. 3. Robert M. Mumma, Sr., died on April 12, 1986. 4. Barbara McK. Mumma ("Mrs. Mumma") was named, along with Mrs. Morgan, a Co-Executrix of the Estate and Co-Trustee of Marital and Residuary Trusts. 5. Mrs. Mumma and Mrs. Morgan filed Interim and Final Accounts of their actions as Executrices of the Estate from the date of Nfr. Mumma, Sr., through the closing of the Estate on September 30, 2003. b. Mrs. Mumma and Mrs. Morgan also filed interim accounts for the Marital and Residuary Trusts for all periods from their inception through and including December 31, 2003. 7. In September 2010, Mrs. Morgan filed accounts for the Trusts for the period from January 1, 2004, through and including that of Mrs. Momma's death on July 17, 2010. 8. Mrs. Morgan also filed Petitions for Adjudication and Audit or Confirmation for the Marital and Residuary Trusts. 9. RMM II, and Babs Mumma filed Objections to aU of the accounts filed by Mrs. Mumma and Mrs. Morgan. 10. The Court referred all objections to Auditor Joseph D. Buckley, Esquire ("Auditor Buckley"). 11. Beginning in April 2009, and continuing over more than 40 days ending in June 2011, Auditor Buckley presided over hearings with respect to the Objections filed by RMM II and Babs Mumma. 12. Auditor Buckley's hearings have been concluded, and it is anticipated that an Auditor's report will be filed in due course. 13. ~ Attached as Exhibit "A" is a Summary of Appraisals, identifying the various parcels of real property in which the Trusts hold interests, either directly or through ownership by the Trusts of interests in various entities, as well as the values of such real estate as of July 17, 2010. 14. The Residuary Trust owns an undivided 81.82507%interest in atenancy-in-common known as Mumma Realty Associates I ("MRA I'~. The other owners of MRA I and their percentage interests are as follows: RMM II 4.24708% Linda Mumma 4.23555% Babs Mumma 4.23555% Lisa M. Morgan 4.23555% Estate of Barbara McK. Mumma 1.22120% 15. Mrs. Morgan, individually and together with her holdings in her representative capacities as Trustee of the Residuary Trust and Executrix of Mrs. Momma's Estate, is the majority-in-interest owner of MRA I, with an aggregate ownership of 87.28182%. 2 16. The Residuary Trust also owns an undivided 98.08612% interest in a tenancy-in-co~runon known as Mumma Realty Associates II ("MR.A II'~. The other owners of MRA II and their percentage interests are as follows: RMM II 0.47847% Linda Mumma 0.47847% Babs Mumma 0.47847% Lisa M. Morgan 0.47847% 1 ?. Mrs. Morgan, individually and together with her holdings in her representative capacities as Trustee of the Residuary Trust and Executrix of the Estate of Barbara McK. Mumma is the majority in interest owner of MRA II, with an aggregate ownership of 98.56459.%. 18. Mrs. Morgan, in her representative capacity as Executrix of the Estate of Barbara McK. Mumma, is the sole shareholder, director and officer of Mwnma Realty Associates, Inc., ("MRA, Inc."}, and the manager of the assets of both MRA I and MRA II, as appointed under certain Agreements Among Tenants in Common entered into by the holders of the interests in MRA I and MRA II. I9. The bulk of the assets of MR.A I and MRA II are in the form of numerous parcels of real estate. 20. The real estate owned by MRA I appears on Exhibit "A" as items 10,11,12,13,1 S, 16,17,18, 19, 20, 21, 22 and 23. 21. The real estate owned by NiR.A II appears on Exhibit "A" as item numbers 9 and 14. 22. The Residuary Trust also owns two parcels of real estate, set forth as item numbers 24 and 25 on Exhibit "A", and a parcel of real estate in Leadville, Colorado having an appraised value as of $670,000.00. 23. The Marital Trust owns: a. 50% of the stock of Union Quarries, Inc., a Pennsylvania corporation ("UQ" ~. The remaining 50% is held by third parties unrelated t0 the Mumma family and their affiliates. b. Real estate known as Penasboro Center in Cumberland County, Pennsylvania. This real estate is set forth as item number 2 on Exhibit "A". 3 24. The Marital Trust owns 2?.192650% of the stock of D-E Distribution Corporation, a Pennsylvania corporation ("DE"). The other shareholders of DE and their percentage interests are as follows: Estate of Barbara McK, Mumma 16.930560% RMM Il 14.03015% Linda Mumma Babs Mumma Lisa M. Morgan 13.948925% 13.948925% 13.948925% 25. Mrs, Morgan, individually and together with her holdings in her representative capacities as Trustee of the Marital Trust and Executrix of the Estate of Barbara McK. Mumma is the majority shareholder in DE, with an aggregate ownership of 58.072135% of the stock of DE. 26. As a result of Mrs. Mumma's passing, Mrs. Morgan is now the sole member of the Board of Directors of DE, and its sole authorized officer. 27. DE's assets consist of three parcels of real estate, accounts receivable from various affiliated entities, some tangible personal property in the form of fully depreciated equipment of muumal value and certain life insurance policies having cash values collectively of approximately $2, 033,64.00. DE's real estate is set forth on Exhibit "A" as items 5, 6 and 7. 28. The Marital Trust also owns 80.1296% of the stock of G-A-T Distribution Corporation, a Pennsylvania corporation ("GAT'. The other shareholders of GAT and their percentage interests are as follows: Estate of Barbara McK. Mumma 17.95652% RMM II 0.47847% Linda Mumma 0.47847% Babs Mumma 0.47847% Lisa M. Morgan 0.47847% 29. Mrs. Morgan, individually and together with her holdings in her representative capacities as Tnistee of the Marital Trust and Executrix of the Estate of Barbara McK. Mumma is the majority shareholder in GAT, with an aggregate ownership of 98.56459% of the stock of GAT. 4 30. As a result of Mrs. Momma's passing, Mrs. Morgan is now the sole member of the Board of Directors of GAT, and its sole authorized officer. 31. GAT's assets consist of one parcel of real estate and an escrow account held for the benefit of RMM II as a result of a certain lawsuit by RMM II asserting dissenters' rights with respect to the sale of certain of GAT's assets. 32. GAT's teat estate is set forth as item number 8 on Exhibit "A". 33. The Marital Trust's other assets consist ofvarious loans receivable due from several affiliated entities. 34. As the bulk of the assets of the Marital Trust and the Residuary Trust are real estate (and, in the case of the Residuary Trust, interests in MRA Y and MRA II, and in the case of the Marital Trust, interests in DE and GAT, which in turn are each composed largely of real estate), the Martial Trust and Residuary Trust, while having substantial net worth, are illiquid. 35. The real estate owned by the Marital and Residuary Trusts, DE, GAT, MRA I and MRA II, and, in particular improved real estate, requires substantial ongoing capital expenditures. 36. Mrs. Morgan has advised RMM II, Babs Mumma and Linda Mumma that no substantial assets of the Trusts would be sold or otherwise disposed of absent the approval of Your Honorable Court. 37. Mrs. Morgan, in an effort to determine the preferences of the remaindermen of the Trusts with respect to the disposition or distribution of the assets of the Trusts, has, on several occasions solicited input from the remaindermen. The remaindermen have, however, been substantively unresponsive to such solicitations. 38. Given the lack of liquidity in the Trusts, the substantial financial obligations of the Trusts, and the history of contentious litigation surrounding the assets of the Trusts and Mr. Mumma, Sr.'s Estate, Mrs. Morgan believes it appropriate that all of the real estate in which the Trusts hold an interest (either directly or through DE, GAT, MRA I and MRA II), be sold, with the net proceeds to be distributed as provided in the will of Robert M. Mumma Sr. 39. Mrs. Morgan further desires to liquidate the various policies of life insurance held by DE by surrendering the same for the cash values thereof. 5 40. Accordingly, Mrs. Morgan seeks an order from Your Honorable Court authorizing her to engage a third parry, experienced in the sale of real estate, to conduct an orderly exposure of the real estate owned by the Trusts, DE, GAT, MRA I and MRA II, to the market, for ultimate sale, with the net proceeds to be so distributed, and further to surrender the life insurance policies held by DE for the cash value of such policies, thereby providing liquidity in the interim until the Trust's assets may be converted to cash for ultimate distribution. WHEREFORE, for the foregoing reasons, Mrs. Morgan respectfully requests that this Court issue a Rule to Show Cause upon Robert M. Mumma, II, Barbara M. Mumma and Linda Mwrn~ma to show why the relief requested should not be granted. Respectfully submitted, No V. Otto, III, Esquire I.D. No. 27763 George B. Faller, Jr., Esquire I.D. No. 49813 Jennifer L. Spears, Esquire LD. No.87445 MARTSON LAW OFFICES 10 East High Street Carlisle, PA 17013 (717) 243-3341 Brady L, Green, Esquire MORGAN, LEWIS 8c BOCKIUS LLP 1701 Market Street Philadelphia, PA 19103-2921 (215) 9b3-5079 Attorneys for Lisa M. Morgan Date: April S, 2012 6 $$~~g !~9~l~~R~ ~~ ~ ~ i 8~ 4 ~ 3~ , ~ ~ e ~ e P ~ a $~ R~~~~~~~~~~~~~~~~ „ ~ x a w aweaaaa " ~9 ~ ~ i ~ ~ a q g ~~ 8 8 e~~ ~~ E~ ~ ~ ~ a ~ ~ s a!~ ~ ~ ? ~ 3 ? 3 3 3 ~ ~ ~ $ 3 ExxiBiT "A" Y l~~~l~~~~gF ~ g`-~" O aiaii~~~~ 9 ~ ~ a a ~ .. .. .. .. .. .. .. .. .. H A ~ ~ ~ fV ~ 1'V ~ N t V ' Petliitloato,A,uthotize PianofLiquidationisbasedupon iulfonnationwblchhas 'f bye foregoing been ec+ed by my co,~sel in the p,r~aration ofthe aawsuit. The language ofthe doou~mentiathat of cow~sel and not ~ own. I havo read the document and to the exteaut that at is based upon information which I have given to my counsel, it is tray and correct to the best of mY lanowlodge, iu~forms#ion end belief. To the extent tbnt the contient of the document is that of coansel,l bavo relied upon counsel in making this veri$oatioa. 'I1~ie statem+entand verlf cation arc made sub3ectto the penalties of 1$ Qa. C.S. Section 4904 dsa that if I mek~a false relating to uasworn ~i$~cation m authorities, which provi aveim+anta, I may be subject t4 criminal penalties. i M. Morgadai r CERTIFICATE OF SERVICE I, Tricia D. Eckenroad, an authorized agent for Martson Deardorff Williams Otto Gilroy & Faller, hereby certify that a copy of the foregoing Petition to Authorize Distribution was served this date by depositing same in the Post Office at Carlisle, PA, first class mail, postage prepaid, addressed as follows: John Kerr, Esquire 5020 Ritter Road Suite 104 Mechanicsburg, PA 17055 Mr. Robert M. Mumma, II 6880 S.E. Harbor Circle Stuart, FL 34996-1968 Robert M. Mumma, II 840 Market Street Suite 33333 Lemoyne, PA 17043 Ms. Barbara M. Mumma 541 Bridgeview Drive Lemoyne, PA 17043 Ms. Linda M, Monona P.O. Box 30436 Bethesda, MD 20824 Joseph D. Buckley, Esquire 1237 Holly Pike Carlisle, PA 17013 MARTSON LAW OFFICES Y T 'cia . Eckenr Ten East High Street Carlisle, PA 17013 (717) 243.3341 Date: April S, 2012 -~ t AGREEMENT FOR PURCHASE AND SALE THIS AGREEMENT FOR PURCHASE AND SALE (this "Agreement") is made and entered into as of the day of April, 2012, (the "Effective Date's by Mumma Realty Associates, I having a business address at c/o Bob Henricks, Property Management, Inc. 1300 Mazket Street, Suite 201, Lemoyne, PA 17043 ("Seller', and BT-Newyo, LLC, a Delaware limited liability company having a business address at SS Glenlake Parkway, NE, Atlanta, GA 30022 ("Buyer'). RECITALS: A. Seller owns that certain "Property" consisting of two separate tax parcels which are contiguous to each other: the first parcel with a Parcel Identification Number of 63-024-i 02 consists of approximately 1.64 acres and a street address of 1801 UPS Drive, Harrisburg, PA and the second parcel with a Parcel Identification Number of 63-024-112 consisting of approximately 0.53 acres and a street address of 1833 UPS Drive, Harrisburg, PA and as more particularly described in xhi it which is attached hereto and made a part together with all of Seller's right, title and interest in all easements, rights and privileges appurtenant to the foregoing. The Property includes approximately 2.17 acres of land and has a zoning designation of C-G (Commercial General). B. Buyer desires to enter the Property upon the Effective Date to perform some testing and studies of the property which testing and studies shall be limited to a portion of Buyer's due diligence requirements and to perform the remainder of such Buyer's requirements following the commencement ofthe Investigation Period. C. Seller is owned in part by a trust in the process of confirmation and distribution. The Closing will be conditioned upon approval upon Seller's petition at Seller's sole cost and expenses, of this transaction by the Court of Common Pleas of Cumberland County, PA (the "Court Approval") in addition to other conditions set forth in the Agreement as set forth herein D. Buyer desires to purchase the Property from Seller and currently intends to use such Property for parking purposes associated with the United Parcel Service operation located across the street from the Property. The Closing will be conditioned upon the appropriate governmental agencies or department granting the necessary approvals, permits, permission, or otherwise necessary to insure Buyer's use of the Property as a parking lot and the construction of such parking lot. E. Seller desires to sell the Property to Buyer in accordance with the terms and conditions contained in this Agreement. AGREEMENT: Now, THEREFORE, for and in consideration of the sum of Ten Thousand Dollars ($10,000) to be paid by Buyer to Stewart Title Guaranty Company as "Escrow Agent" as earnest money and deposited into an interest bearing account as set forth in Section 2 below (the "Deposit'),,and in further consideration of the premises, the mutual promises, covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: EXHIBIT "B" ~.~ 1 1. AGREEMENT TO SELL AND PURCHASE. Seller agrees to sell, transfer and convey to Buyer, and Buyer agrees to purchase from Seller, the Property, for the "Purchase Price," as such tenor is defined in Section 2 hereof, and in accordance with the terms and subject to the conditions hereinafter set forth. The Properly shall include but not be limited to 2.17 acres of land and all of Seller's right, title and interest in all easements, rights and privileges appurtenant to the Property. Seller agrees to sell, transfer and convey to Buyer, and Buyer agrees to purchase from Seller, the Property, for the "Purchase Price," as such term is defined in echo 2 hereof, and in accordance with the tenors and subjea to the conditions hereinafter set forth. 2. PURCHASE PRICE. Buyer shall pay as the purchase price (tb-e "Purchase Price"} to Seller the sum of Three Hundred and Fifty Thousand Dollars ($350,000), as homer provided: {a) Within five business days after the full execution of this Agreement by Buyer and Seller and the delivery of the fully executed Agreement to Buyer (the "Bffective Date"), Buyer shall wire transfer the Deposit to Escrow Agent (hereafter identified), to be held in an interest bearing account, as earnest money. If this Agreement is terminated herein for any reason other than as a result of Buyer's default pursuant to Section 11.2 herein, the Deposit and all interest earned thereon shall be reduned to Buyer. If the Escrow closes, the Deposit and the interest earned thereon, shall be credited against the total Purchase Price, and the Deposit, and any interest earned thereon, shall be paid to Seller. If Buyer is entitled at any time to the return of the Deposit as provided in this Agreement, any interest thereon shall be paid to Buyer. {b) The Purchase Price less the Deposit (together with any interest earned thereon) shall be paid by Buyer to Escrow Agent by wire transfer of federal fluids at the closing of the sale of the Property to Buyer (the "Closing"). 3. ENTRY UPON PROPERTY. Seller agrees that Buyer and its agents and employees shall have the right to enter upon the Property commencing on the Effective Date through the Closing Date for the purposes of making inspections of the Property, obtaining surveys of the Property, Performing soil and environmental testing, or for any other purposes as are deemed necessary or appropriate by Buyer. In the event that the Closing does not occur, Buyer will repair all damage to the extent such damage is caused by Buyer and same does not arise from or is attn'butable to any pre-existing condition on or about the Property. Buyer shall defend, indemnify and hold Seller harmless from and against any loss, claim, cause of action or actions to the Property, that result solelyfrom Buyer's negligent acts on the Propertypriorto the Closing. Buyer shall notbe responsible for any loss, claim, cause of action or actions resulting, diroctly or indirectly, from a prt~exisbng condition on or about the Property. Notwithstandinganything to the contrary herein, upon the execution of this Agreement and prior to the commencement of the Investigation Period, Buyer intends to enter upon the Property to perform certain inspections or studies of the Property inchiding but not limited to soils testing and environmental testing. 4. CLOSII~IG. The Closing shall take place within thirty (30) days after the later to occur of the 'Investigation Period" as same may be extended by Buyer (as defined is Section 9.2 hereo fl or the date that all governmental approvals and permits are granted to Buyer for the use and construction of a parking lot on a date (the "Closing Date") selected by Buyer and specified in a written notice from Buyer to be recxived by Seller at least five (5) days prior to the Closing. The Closing shall take place at the offices of the Escrow Agent via overnight courier, of which Buyer shall notify Seller prior to the Closing. Unless otherwise agreed in writing between the parties, the Closing shall take place in escrow. It is agreed that time is of the essence. Seller shall deliver to Escrow Agent on or before the Closing Date the following documents (duly executed and acknowledged where required): (A) Special Warranty Deed in proper form for recording in substantially the same form as Exhibit C which is attached hereto and made apart hereof conveying good and marketable fee simple title to the Property to Buyer or to Buyer's nominee subject only to the Permitted Exceptions; (B) Noa-foreign Certification by Seller acceptable to Buyer and the title company and/or Escrow Agent; (C) Evidence satisfactory to Buyer and Title Company that the person executing the documents is duly authorized by Seller to act on its behalf (D) A certificate of good standing for the Seller in the Commonwealth of Pennsylvania; (E) Seller's Affidavit; . (F~ A Closing Statement as prepared by the Title Company; (G) Such other documents as may be reasonably required by the Title Insurance Company and/or Buyer; and (I~ The Court Approval The delivery to the Title Insurance Company by the Buyer of the Purchase Price, and by Seller of the duly executed Special Warranty Deed conveying title to Buyer or its nominee in the condition as required herein together with all other documents and instruments required to be delivered and signed by the terms of this Agreement together with Seller's delivery of vacant possession of the Property to Buyer. 5. TTrLE TO THE PROPERTY. (a) Fee simple title to the Property shall be conveyed at the time of Closing by a Special Warranty Deed from Seller to Buyer, free of liens, but subject, however, to those matters (if any) of record to which Buyer does not object to during the Investigation Period (collectively, the "Permitted Exceptions'. At the Closing, title is to be marketable, good of record and insurable, other than the Permitted Exceptions, at standard market rates by Stewart Title Guaranty Company, (the "Title Insurance Company"). Seller agrees to convey title to the Property based upon the metes and bounds legal description of the Property prepared by Buyer's surveyor certified to Seller, Buyer and the Title Company and approved by Buyer's title insurance company. {b) Buyer shall order a title commitment for the Property. The cost of such comna-itrneat and an owner's policy of title insurance in the amount of the purchase price shall be at Buyer's expense. Prior to the expiration of the Investigation Period, Buyer shall give notice to Seller of any limitations upon, or defects in, the Property which Buyer, in Buyers sole discretion, finds unacceptable (collectively, the "Impermissible Exceptions'}. Within ten (10) days after Buyer doGvers said list to the Seller, Seller shall deliver to Buyer a written response designating those Impermissible Exceptions {except deeds of trust, mortgages, security interests and other monetary encumbrances or matters which can be cured by the payment of mosey and any other Impermissible Exceptions including but not limited to any occupancy of the Propertyby another party or - ~~ the existence of the Equipment on the Property, all of which must be cleared and removed from the record or the Property by Seller at Seller's expense prior to or at Closing) that Seller elects not to, or is not able to, clear from its title to the Property on or before the Closing. If any of the Impermissible Exceptions which Seller elects not to cure are unacceptable to Buyer, Buyer in its sole discretion shall be entitled to terminate this Agreement within the fifteen (15) days following Buyer's receiptofwritten notice from Seller that Seller elects not to cure such Impermissible Exceptions. If Buyer chooses to terminate this Agreement, Buyer shall be entitled to receive a full refund of the Deposit plus any interest earned thereon. Notwithstanding anything to the contraryhereia, by or at the Closing, Seller shall at Seller's own cost and expense clear title to the Property of and from all Lmpenmissible Exceptions which consist of deeds and trusts, mortgages, security interests and other monetary encumbrances or other matters which may be coved by the payment of money and any other Impezmissi'ble Exceptions including but not limited to any occupancy of the Property by another party or the existence of the Equipment on the Property and those items which Seller elects to cure. 6. REPRESENTATIONS AND WARRANTIF,s OF SELLER. Seller hereby represents and warrants to Buyer in connection with the Property, which representations and wan~anties shall be automatically deemed to be restated on and as of the Closing: ~1 T ale, Authority and ConJltct Matters, Condlbton. (a) Seller has, and at the Closing will have, good, fee simple title to the Property. (b) To Seller's knowledge there are no condemnation or similarprooeedings which arepending or threatened against the Property or any part thereof. (c) There are no leases affecting any portion of the Property, nor are there any parties entitled to be is possession of the Property. (d) To Seller's knowledge, Seller has not received any notification from any governmental agency, authority or inshvmentality of any pending or threatened assessments on or against the Properly to secure or pay the cost of public improvements to be made with respect to the Property or any part thereof (e) Subject to the Court Approval Seller has all requisite power and authority to eocecute, deliver and perform this Agreement and all documents and instruaaents referred to herein to be executed, delivered and performed by Seller, and all necessary or appropriate consents, authorizations or approvals required in con- nectionwiththeexecution, delivery and performance by Seller of this Agc+eemeat and ~e other documents and insttwnents referred to herein have been duly obtained by Seller. {n The conveyance of the Property to Buyer pursuant hereto will not violate any applicable statute, ordinance, governmental restriction or regulation, or any private restriction or ag~snentbinding upon or otherwise applicable to Seller or the Property. (gJ To Seller's laiowledge, Seller has not granted or entered into any commitments or other agree- ments, including, without limitation, any right of first refusal or option to pwchase, with or in favor of any third party, which would or could prevent the Seller from consummating the sale of the Property to Buyer pursuant to this Agreement or which would bind Buyer subsequent to the consummation of the purr~ase of the Property by Buyer. the existence of the Equipment on the Property, all of which must be cleared and removed from the record or the Property by Seller at Seller's expense prior to or at Closing) that Seller elects not to, or is not able to, clear from its title to the Property on or before the Closing. If any of the Impermissible Exceptions which Seller elects not to cure are unacceptable to Buyer, Buyer in its sole discretion shall be entitled to terminate this Agreement within the fifteen (1 S) days following Buyer's receipt of written notice from Seller that Seller elects not to cure such Impermissible Exceptions. If Buyer chooses to tenminate this Agreement, Buyer shall be entitled to receive a full refund of the Deposit plus any interest earned thereon. Notwithstanding anything to the contrary herein, by or at the Closing, Seller shalt at Seller's own cost and expense clear title to the Property of and from all Impermissible Exceptions which consist of deeds and trusts, mortgages, security interests and other monetary encumbrances or other matters which maybe cured by the payment of money and any other lmpermissible Exceptions including but not limited to any occupancy of the Property by another party or the existence of the Equipment on the Property and those items which Seller elects to cure. 6. REPRESEN'T'ATIONS AND WARRANTIES OF SELGER. Seller hereby represents and warrants to Buyer in connection with the Property, which representations and warranties shall be automatically deemed to be restated on and as of the Closing. 6r1 Tale, Authority and Conflict Matters, Condition. (a} Seller has, and at the Closing will have, good, fee simple tide to the Property. {b} To Seller's knowledge there are no condemnation or similar proceedings which are pending or threatened against the Property or any part thereof. (c} There are no leases affecting any portion of the Property, nor are there any parties entitled to be in possession of the Property. {d} To Seller's knowledge, Seller has not received any notification from any governmental agency, authority or instrumentality of any pending or threatened assessments oa or against the Property to secure or pay the cost of public improvements to be made with respect to the Property or any part thereof. {e} Subject to the Court Approval Seller has all requisite power and authority to execute, deliver and perform this Agreement and all documents and instivmentsreferred toherein to beexecuted, delivered and performed by Seller, and all necessary or appropriate consents, authorizations or approvals required in con- nectionwiththe execution, delivery and performance by Seller of this Agreement and the other documents and instruments referred to herein have been duly obtained by Seller. {n The conveyance of the Property to Buyer pursuant hereto will not violate any applicable statute, ordinance, governmental restriction or regulation, or any private restriction or agc~eement binding upon or otherwise applicable to Seller or the Property. (g} To Seller's knowledge, Seller has not granted or entered into any commitments or other' agroe- ments, including, without limitation, any right of first refusal or option to purchase, with or in favor of any third party, which would or could prevent the Seller from consummating the sale of the Property to Buyer pursuant to this Agreement or which would bind Buyer subsequent to the consummation of the purchase of the Property by Buyer. 4 (h) To Seller's lmowledge, Seller has not received any written notification that the Property is in violation of any federal, state or local law, statute, ordinance, code, rules or regulations or other requirement of any governmental agency. Seller's knowledge shall be defined as the personal laQOwledge of Seller's property manager. 7. COvENaNTs A. OF SELLER Seller hereby covenants with Buyer that from and after the date of this A®reemeat and through the date of Closing, Seller. {a) shall not sell, great, convey, mortgage, lease, encumber or dispose of the Property or anypart thereof or the improvements located thereon or the appwrteaances thereunto belonging; {b) shall not allow any lien, claim, demand or encumbrance of anynature, kind or character to be asserted against the Property or anypart thereof which shall not be paid is full at Closing, other than the lien of property taxes and assessments not yet they delinquent; {c) shall not gent any easement, license orright-of-way in, to or thmagh the Pr~agerty or any part thereof; or any leases with respect to the Property; {d) shall not create, nor allow to be created, nay condition, restriction or covenant of any kind, character or nature whatsoever with respect to the Property; (e~ shall not seek any change in the zoning of, or conditional use for, the Property, except as may be requested by Buyer or as otherwise set forth in this Agreement; (n until the date of the Closing, at Seller's sole expense, shall maintain the Property in good condition and reasonably free of all trash and debris; (g) shall take commercially reasonable efforts to prosecute the Court Approval and petition the Court of Common Pleas of Cumberland County, PA for such Court Approval. Seller agrees to file such application for Court Approval within ten (10) business days after the Effective Date. 8. OF BUYER . Buyer hereby covenants with Seller that: (a) Buyer has all requisite power and authority to execute, deliver and perform this Agreement and all documents and instruments referred to herein to be executed,delivered and performed byBuyer, and all necessary or appropriate consents, authorizations or approvals required in connection with the execution, delivery and performance by Buyer of this Agreement and the other documents and instruments referred to herein have been duly obtained by Buyer. (b) The conveyance of the Property to Buyer pursuant hereto will not violets any applicable statute, ordinance, governmental restriction or regulation, or any private restriction or agreement binding upon or otherwise applicable to Buyer. (c) Buyer shall pursue diligently all approvals and permits contemplated herein. 8. CONFIDENZTALITY: The parties agree that they shall keep the terms and existence of this Amt confidential and shall not, without the express prior written consent of the other party in each instance, discuss and/or disclose either the existence and/or the terms of this Agreement with or to any third party. Notwithstandingthe foregoing, the parties acknowledge that detailed public disclosure of this transaction may occur by Seller in connection with the Court Approval. Seller hereby consents to the disclosure of this Agreement to Buyer's consultants, employees, agents on a need to know basis for the purposes of conducxing Buyer's due diligence on the Property. This provision shall survive the later of the termination of this Agreement for a period of one year. 9. Cot~Tn~rcErtc>ES. 9.1 Buyer's Contfngericies. Buyer's obligations to purchase the Property under this Agreement are expressly made subject to the conditions precedent hereinafter enumerated (all of which are for the sole benefit of Buyer and not of Seller) (the "Buyer's Contingencies"), which must have either been met or expressly waived in writing by Buyer on or before the expiration of the Investigation Period unless otherwise stated below: (a) Buyer shall have obtained a commitment from Stewart Title C3uaranty Company (the "Title Insurance Company"} for an Owner's Policy of Title insurance with respect to the Properly, in the amount of the Purchase Price, which shall be subject onlyto the Permitted Exceptions. Such commitment may also show mortgages, liens or encumbrances, all of which shall be deemed Impermissible Exceptions, and must be removed from the record and the Owner's Policy of Title Insurance by Seller at its expense at Closing. (b~ The Properly shall be free and clear of all occupants and reasonably free of trash and debris at Closing. (c) The representations and warrants of Seller contained in Sections 6 and 8 shall be true as of the Closing Date (~ Buyer shall receive written documentation from the applicable governmental agency that Buyer may use the Property as a parking lot and may construct such parking lot. In addition, Buyer has received all necessary approvals required of any governmental agency permitting the use of the Property for parking purposes and to construct a parking lot on such Property, reclassification of the Property and any site P~ aPl~~ of the Property. 9.Z Invesdtgation Period. (a) Buyer shall have the period of one hundred and eighty days (180} days after the satisfaction of the "Investigation Period Commencement Contingencies", as herein defined, within which to satisfy the foregoing contingencies and to perform any tests on the Property at Buyer's expense that Buyer believes, is its sole discretion, are appropriate or which Buyer desires. If Buyer has bees unable to satisfy any of the contingencies set forth herein above within such time period, upon giving Seller written notice of such prior to the expiration of said l 80 day period, Buyer is granted two (2) additional thirty {30) day extension periods ("Extension Periods' exercisable upon written notice to Seller prior to the expiration of the then curnent period within which to satisfy the foregoing contingencies (collectively referred to herein as the "Investigation Period"). The Investigation Period shall commence upon Buyer's receipt of notice from Seller and a copy of the court approval evidencing the satisfaction of the following condition has occurred: (a) The Court of Common Please of Cumberland County, PA has approved this transaction (the "Investigation Period Commencement Contingencies"}. Seller shall deliver a copy of such Court Approval to the Title Conipatiyand Seller within three business days after same is received by Seller. Within ten (10 business days after the Effective Date, Seller shall petition the Court of Common Pleas of Cumberland County, PA for such approval and use commercially reasonable efforts to prosecute the same. For each thirty (30} day Extension Period exercised by Buyer, Buyer shall make an additional Earnest Money Deposit is the amount of $10,000 applicable to the Purchase Price which additional payment(s) together with the original Deposit shall be deemed Earnest Money and shall be credited to Buyer towards its payment of the Purchase Price at Closing and such additional payments (only and not the original deposit) of $10,000 shall be deemed aonrefimdable unless Seller defaults hereunder. Seller may declare this Agreement null and void if the Investigation Period Commencement Contingencies are not satisfied and/or Closing has not occurred by December 31, 2012. (b) In the eve~at any of the Buyer's Contingencies have not been met on or before the last day of . . . . . . . . . .. . the Investigation Period or Buyer is not satisfied, in its own discretion, with the results of its due diLgence with respect to the Property, at Buyer's sole option, this Agreement shall become null and void, neither partyhei+eto shall have any liability to or recourse against the other pursuant to this Agreement and the P.scxow Agent shall return the Deposit and all interest earned thereon to Buyer. 10. OBLIGATIONS AT CLOSING; PROBATIONS. 10.1 Obliga8ons at Closing. At the Closing, the following shall occur. (a) Buyer shall deliver the Purchase Price to Escrow Agent, in immediately available funds,; (bj Seller shall execute, aclmowledge and deliver to Buyer a Special Wan~anty Deed in substantially the same form as Exhibit C which i$ attached hereto and made a part hereof and satisfactory to Buyer and Seller (or its designated assignee(s)) and its counsel, conveying good and marketable, fee simple title to the Property, free and clear of all liens, encumbrances and defects other than property taxes and assessments not yet then due and payable and the Petxnittted Exceptions; (c) Seller shall pay all assessments due and owing against the Property, its at#oraeys'fees,one-half of the state transfer due upon recordation of the deed up to 1% of the Purchase Price and all deed preparation costs. Buyer shall pay the balance of the transfer taxes due upon the recordation of the deed and for the title search and examination fees and owner's titlepolicy. Buyer shall paythe recording fees of the deed, Buyer's attorney's fees, and the cost of the survey of the Properly, if so ordered by Buyer and all charges to the Fscx+ow Agent or title company; (d) Seller, at its cost and expense, shall deliver or arrange for delivery upon payment releases of any and all mortgages or other encumbrances creating liens on the Property; (e) Seller shall also execute and deliver all reporting forms required by the Internal Revenue Service, including affidavits executed by Seller under penalty of perjury, to the effect that Seller is not a "foreign person" within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, and setting forth Seller's social security numbers and addresses, and an IRS Form 1099; (~ Seller shall deliver possession of the Property to Buyer at the Closing, free of the possession of all parties (except United Parcel Service); (g} Seller shall execute and deliver to the Title Insurance Company such reasonable affidavits, consents, resolutions or other agreements as maybe required to delete all exceptions to title as maybe setforth in the title commitment; and (h) Seller shall deliver all other reasonable documents duly executed and acknowledged by Seller which are reasonably required to be delivered by Seller at Closingpursuaat to this Agreeineat including butnot limited to those required to be delivered and duly executed in Section 4 herein 10.2 Prorations. The parties shall prorate, on the basis of a three hundred sixty-five (365} day year, and in the manner customarily followed in Dauphin County, Pennsylvania through the actual date of the Closing, all rent, taxes and assessments on the Property that are due and payable in the calendar year in which the Closing occurs. 1 i. DEFAULT, In the event that Seller fails to carry out the terms of this Agreement or refuses to perform any Seller's obligations hereunder, and after written notice with thirty (30) days right to cure, Buyer may, at Buyer's option, treat this Agreement as null and void. If Buyer terminates this Agreement, Buyer shall be entitled to receive a prompt refund of the entire Deposit and arty interest thereon. Ftuther, Seller hereby acknowledges thatthe legal remmedy forbreach by Seller of this Agreement shall be inadequate and that Buyer shall be entitled to a decree of specific performance compelling the sale and conveyance of the Property to Buyer and Seller shall reimburse Tenant for Tenant's reasonable costs including attorneys fees incurred in enforcing the terms of this Agreement. In the event Buyer breaches this Agreement, Seller's sole remedy and consequence thereof shall be to retain the Deposit, and Buyer shall have no further liability, responsibility or obligation to Seller under this Agreement or in connection with the subject matterhereof, except for its indennaificationobligations d~'bed in Section 3 hereof which shall survive. 12. RLSK OF LOSS. All risks of loss of any kind with respect to the Property, including, but not limited to, damage or destzuctioa of the Property and improvements thereon and condemnation of the Property, shall remain upon Seller until the Closing. Ia the event any portion of the Property is damaged by fire or other casualty at any time after the date hereof and prior to the Closing, Buyer may, at its sole election, either. (~ terminate this Agreement, whereupon the Deposit shall be rehrrned to Buyer, or (ii) elect to purchase the Properly. 13.MUNICIPAL APPRO`~AL. Seller acknowledges and agrees that Buyer's performance under the terms of this Agreement is contingent upon Buyer obtaining without condition any and all permits, approvals, variances , re-zoning, Permission or other requirements of the governmental agencies having jurisdiction (the "Approvals' over the Property to build a parking lot and use the Property as a parking lot. Seller shall cooperate reasonably with Buyer in securing any such Approvals and shall make any such appearances or sign any documents reasonablynecessary to obtain such Approvals within five business days after Buyer's request to do the same. 14. COMMISSIONS. Buyer and Seller represent nand warrant to the other that neither committed any act nor suffered nay act to be performed that would lead to the assertion of a claim for payment of a real estate broker's commission with respect to this transaction by anyone except NAI Commercial Partners, Inc. ("Broker"). Notwithstanding anything to the contrary herein, Seller shall pay the brokerage commission due Broker out of the proceeds of the Purchase Price and shall pay such commission at the Closing, subject to a separate agreement between Seller and Broker. If any claims for such fees are made against any of the parties in connection with this transaction other than by Broker, all such claims shall be handled and paid by the party whose actions or alleged commitments formed the basis of such clean, and such party further agrees to indemnify, defend, and hold harmless the other party from and against any and all such claims or demands, which obligation shall survive Closing or termination of this Contract. This provision shall survive the Closing and the delivery of the Deed hereunder or the earlier termination of this Contract. 15. MISCELLANEOUS. {a) Asstgnneent of Agreement Buyer may assign this Agreement without the prior written consent of Seller. {b) Bfndtng E,Jyect. This Agreement shall rue to the benefit of Buyer, its successors and assigns, and shall be binding upon SELLER and Seller's successors and assigns. All representations, covenants and warranties hea+ain shall survive the Closing and delivery of the Deed. {c) Notfces. All notices or other communications required or permitted hereunder shall be in writing and shall be effective upon receipt whether delivered by personal delivery or UPS Next Day Air® delivery or sent by United States registered or certified mail, return receipt requested, postage prepaid, addressed to the respective parties as follows: If to Buyer: BT~lewyo, LLC 55 Glenlake Parkway, NE Atlanta, GA 30328 ATTN: Tom Healey, East Region Real Estate Manager With a copy to: BT-Newyo, LLC SS Glealke Parkway, NE Atlanta, CiA 30328 Attn: Margaret M. Haggerty If to Seller Mumma Realty Associates, I c% Bob Henricks, Property Management, Inc. 1300 Market Street, Suite 201 Lemoyne, PA 17043 And with a copy to: Stephen C. Nudel, PC 219 Pine Street Harrisburg, PA 17101 Notices shall be deemed received upon the earlier of (a) the date of delivery if personally delivered or delivered via UPS Next Day Air® delivery, or (b) if mailed, upon the date of receipt as disclosed on the return receipt, Notice of change of address shall be given by written notice is the manner detailed in this paragraph. Rejection or other refusal to accept or the inability to deliver because of changed address of which ao notice was given shall be deemed to constitute receipt of the notice, demand, request or communication sent. (d) 8eadfitgs. Descriptive headings herein are for convenience only and shall not control or affect the meaning or construction of nay provision of this Agreement. (e) TTrnee of Essence. Time shag be of the essence with respect to the performance of all obligations of the parties hereunder. (n Gov~ern~ng Law. This Agreement shall be construed, interpreted and enforced is aa;ordance with the laws of the Commonwealth of Pennsylvania. {g~ Counterpartx This Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. {1r) Severab~lity. If any part of this Agreement should be determined to be invalid, unenforceable, or coatraryto law, thatpart shall be amended, ifpossible, to conform to law, and if amendment is notposs~le, that part shall be deleted and other parts of this Agreement shall remain fully effective, but only if, and to the extent, such modification or deletion would not materially and adversely frustirate the parties' essential objectives as expressed in this Agreement. (i) ERtfreAgreenient,• F.xls~b~ This Agreement and all Exhibits attached hereto constitute the entire agrees~aent among the parties as it relates to the subject matter hereof and no amendment, alteration or modif cation of this Ag~reenaent shall be valid unless is each instance such amendment, alteration or modification i$ expressed is a written instrument duly executed by all of the parties to this Agreement. All Exhibits to this Agreement shall constitute part of this Agreement and shall be deemed to be incorporated in this Agreement by reference and made a pact of this Agreement as if set out in full at the point where 5cst mentioned. (~} 1031 Exchange. Either party may desire to exchange its fee title interest in the Property for other property of like kind and qualifjring use within the meaning of Section 1031 of the Internal Revenue Code of 1986, as amended and the regulations, promulgated thereunder. Each party expressly reserves their right to assign its rights under this Agreement to a Qualified Intermediary as provided in Internal Revenue Code Reg. 1.1031(k) -1(g)(4) oa or before the Closing Date. Each party agrees to cooperate reasonably with the other and to execute any documents reasonably necessary to effectuate such an exchange provided such documents do not in any manner increase the liabilities of the other party. For instance, Buyer shall not be required to execute any documents whereby Buyer enters into the chain of title of any property other than the Property. 10 16. ACCEPTANCE. This Purchase Agreement shall be binding on Buyer only if afully-executed copy is delivered to Buyer on or before ten days aftear delivery of the Agreement executed by Buyer is delivered to Seller. Unless such delivery is made to Buyer of a fully executed original Purchase Agreement within five days after notice to Seller that such Purchase Agreement was not received within such ten dayperiod, then this document shall be null and void at the option of Buyer. [SIGNATURES ON FOLLOWING PAGE] 11 Irt wt~ss w~OF, the parties have entered into this Agreement as of the date first written above. ("Seller") ~C~' ~J I~IIUMMA REALTY ASSOCIATES, I By: RESIDUARY TRUST OF ROBERT M. I4II;TMMA, SR. By Its: Trustee Date: G~..~/- / 2. By: ESTATE OF BARBARA MCK bI1UMMA By: 6~ Its: Personal Rept~esentative Date; ~ .•~/ r/ Z 7,%~ By. LISA M. M//IANZ~ ~d~Y Date: WITNESS: ("Buyer') By: Its: Date: BT-NEWYO, LLC sy: It's: Vice President IN WITNESS WHEREOF, the parties have entered into this Agreement as of the date fret written above. ("Seller's 14I1fJ11+I11rtA RF.A.LTY ASSOCIATES, I sy: Its: Date: WTITTESS: By: Its: Date: ("Buyer"} BT LC By: Its: ice 12 ~~ EHiI~fT ~4 RED SHADED AREA = TAE PRQPERTY E1~1T B SELLER'S PERSONAL ~'ROPERTY NONE 14 Prepared by: Return to: Parcel No. SPECIAL WARRANTY DEED EXHIBIT C THIS DEED, MADE the day of in the year two thousand twelve. BETWBEN Grantor -AND- Grantee WITNESSETH, that in consideration of and XX/100 Dollars ($ , in hand paid, the receipt whereof is hereby acknowledged, the said grantor(s) do(es) hereby grant and convey to the said grantee(s), LEGAL DESC. 15 UNDER AND SUBJECT to easements, covenants, reservations, restrictions and right-of-ways of record. AND the said grantor will SPECIALLY WARRANT AND FOREVER DEFEND the property hereby conveyed. IN ~V7[TNESS WHEREOF, the grantor has hereunto set its hand and seal the day and year fast above written. Signed and delivered in the presence of CERTIFICATE OF RESIDENCE I hereby certify that the precise residence of the grantee herein is as follows: COMMOAf 1NEALTH OF PENNSYLVANIA COUNTY OF DAUPHIN On this, the day of ~,, 2012, before me, the ~mdersigned officer, personally appeared ,who aclaiowledged herself to be the of , a ~, and that she as such ,being authorized to do so, executed the foregoing instrument for the purposes therein contained by signing the name of the entity by herself as . IN WITNESS ~f~~REOF, I hereunto set my hand and official seal. My commission expires: Notary Public 16 CERTIFICATE OF SERVICE I, Tricia D. Eckenroad, an authorized agent for Manson Deazdorff Williams Otto Gilroy & Faller, hereby certify that a copy of the foregoing Petition to Authorize Distribution was served this date by depositing same in the Post Office at Carlisle, PA, first class mail, postage prepaid, addressed as follows: Jeffrey G. Brooks, Esquire Minto Law Group, LLC Two Gateway Center 603 Stanwix Street, Suite 2025 Pittsburgh, PA 15222 Richard F. Rinaldo, Esquire Williams Coulson Johnson Lloyd Parker & Tedesco, LLC One Gateway Center, 16`~ Floor Pittsburgh, PA 15222 Ms. Linda M. Mumma P.O. Box 30436 Bethesda, MD 20824 Joseph D. Buckley, Esquire 1237 Holly Pike Carlisle, PA 17013 MARTSON LAW OFFICES Y Tricia . Ec enroad Ten East Hi Street Carlisle, PA 17013 (717) 243-3341 Date: May ~ , 2012 ~ ,~ ~ ,f1 ~cr1011 ~~~~ ~.~~f(tt~ '? (>>~. of f~ .e ~:., to `` ~;..,a;~ , ~ . t~tltE~i k~ ~~~ j ~ G~~,,~la " 3~3? 8 ~ti~~„ra, ~' ~ ~1~t ~~~~tie~ ~~~ O~~v~~~`~ ~ ~a. ~e~Ylta~ ~~ at ti~ ~~s~~~~~~~ t ~~~ ~Y1~~ri~t~ltt ~ 1~(?1 ~~ n~a 1\r ~ea1 ~C~S ~l~c• Zt~~2~ l'e;\~ re~tise~ loc«t 2 ~1, „for P cl Wpb ~~~.11r ~~1.~1~tltz ~~ ~~'il p i ~~h~~~~ 5~~~~e ,~~ ~~ «R~~yer ) ex `~ St~~e~'., rile il~at~ the { ~ BT ~~~~~ ~ a#'eeilteiit ~t) .Y~~~ tltltl ~ ~~.~~~A0 ~~1~1~t~t ~~~ rlle ~~ pL1C ~ ~1 ~,1C ~, , ~g~)li8'rn>> 0~1 ~ r Sin ~ tlot~' ~~ p r ~ ~,Ai ~ si~~cc ~ p its ` ~~ot1~~~ ~pS a~~~ ~ ~p>>~ b~ a i~io~~. ~ c- ot~~~' d~~' `~~~`~~ ~ ti Cps ~~ s, ~11~ ~~ ~>>~ ~o~rr't ~ to ~ ick ~ ~1~p~'~ ,~~~ ~~pt1t1 ~ , ~pc E~ ~~~ti N~ ' , ply X11 ~pr` ~1~`a~, ti~~~ tu~~~ c l~ Apr ~~0~ CoC~'~`'va~ ~~,~t~v~aav~Q ~ e ~,~ l~~p~'e Ct~C ~~~~tje ` ~~~e\~~~'~' ~~ ~~E111k V p vC `~~~~ , <>Lt~t~11 to CC ~\1S~ tp 11d~ ~ ~j~` ~' ~' l~~'S t~e~as ae~~sio`~ ~~,~,~ p~, 1111aC ll~ 11 ~ , ~ 10 C~~p~~~~ ~ ~ ~~~' ~ ~~1 1~ ~4p,' lea fA Cv~~~l~ r„.,4,,,~~r S/ ~\C1m`\5 ~ , ~c"1\\~~er St;\tL ;~~~ ~a CERTIFICATE OF SERVICE I, Tricia D. Eckenroad, an authorized agent for Martson Deardorff Williams Otto Gilroy & Faller, hereby certify that a copy of the foregoing Supplemental Petition to Authorize Sale of Real Estate was served this date by depositing same in the Post Office at Carlisle, PA, first class mail, postage prepaid, addressed as follows: Jeffrey G. Brooks, Esquire Minto Law Group, LLC Two Gateway Center 603 Stanwix Street, Suite 2025 Pittsburgh, PA 15222 Richard F. Rinaldo, Esquire Williams Coulson Johnson Lloyd Parker & Tedesco, LLC One Gateway Center, 16`" Floor Pittsburgh, PA 15222 Ms. Linda M. Mumma P.O. Box 30436 Bethesda, MD 20824 Joseph D. Buckley, Esquire 1237 Holly Pike Carlisle, PA 17013 MARTSON LAW OFFICES ~'R By .., } Tricia . Ec oad en East High Street Carlisle, PA 17013 (717) 243-3341 Date: November ~1~ , 2012 3