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HomeMy WebLinkAbout12-19-14 1505610140 REV-1500 EX (02-11)(FI) 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 3 0 6 6 0 Harrisburg,PA 17128-0601 RESIDENT DECEDENT ENTER DECEDENT INFORMATION BELOW Social Security Number Date of Death MMDDYYYY Date of Birth MMDDYYYY 0 6 0 8 2 0 1 3 0 3 1 0 1 9 6 5 Decedent's Last Name Suffix Decedent's First Name MI W 0 0 D W 0 R T H R O B E R T J (If Applicable)Enter Surviving Spouse's Information Below Spouse's Last Name Suffix Spouse's First Name MI Spouse's Social Security Number THIS RETURN MUST BE FILED IN DUPLICATE WITH THE REGISTER OF WILLS FILL IN APPROPRIATE OVALS BELOW 0 1.Original Return F� 2.Supplemental Return 3. Remainder Return(Date of Death Prior to 12-13-82) 4. Limited Estate 4a. Future Interest Compromise(date of ❑ 5. Federal Estate Tax Return Required death after 12-12-82) QX 6. Decedent Died Testate 7.Decedent Maintained a Living Trust 0 8.Total Number of Safe Deposit Boxes (Attach Copy of Will) (Attach Copy of Trust.) F1 9.Litigation Proceeds Received 10.Spousal Poverty Credit(Date of Death ❑ 11. Election to Tax under Sec.9113(A) Between 12-31-91 and 1-1-95) (Attach Schedule O) CORRESPONDENT-THIS SECTION MUST BE COMPLETED.ALL CORRESPONDENCE AND CONFIDENTIAL TAX INFORMATION SHOULD BE DIRECTED TO: Name Daytime Telephone Number I V 0 V 0 T T 0 I I I 7 1 7 2 4 3 3 4 1 REGI RAF WILLS I�ONLV rL3 C7 C3 First Line of Address r F—► r rr1 ;:q 1 0 E A S T H I G H S T R E E T ; Second Line of Address �✓ I^j C7 'a'1 � µ , C l7 Nrr City or Post Office State ZIP Code t9'AiTE FILED C?0 C A R L I S L E P A 1 7 0 1 3 Correspondent's e-mail address: IOTTO(a,MARTSONLAW.COM 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. TURE OF P RSON RESPgNSIBYE3FOR FILING RETURN DATE 2 t�y AD ESS 26, MOTEREX DRIVE MECHANICSBURG PA 17050 SIGNATU E 0 R A THER THAN REPRESENTATIVE )ATE ADDRESS 10 EAST HIGH STREET CARLISLE PA 17013 PLEASE USE ORIGINAL FORM ONLY Side 1 1505610140 1505610140 J 1505610240 REV-1500 EX(FI) Decedent's Social Security Number Decedent's Name: ROBERT J - WOODWORTH RECAPITULATION 1. Real Estate(Schedule A) . .. . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . 1. 3 3 0 0 0 0 . 0 0 2. Stocks and Bonds(Schedule B) . . . . . . . . . . . . . . .. . . . . . . . . . .. .. . . . . . . . . . 2. 6 2 9 8 6 . 5 2 3. Closely Held Corporation,Partnership or Sole-Proprietorship(Schedule C) . . . . . 3. 5 4 0 1 8 8 . 6 7 4. Mortgages and Notes Receivable(Schedule D) . . . . . . . . . .. . . . . . . . . . . . . . . . 4. 5. Cash,Bank Deposits and Miscellaneous Personal Property(Schedule E). . . . . . . 5. 2 1 8 1 5 . 0 2 6. Jointly Owned Property(Schedule F) ❑ Separate Billing Requested . . . . . . . 6. 0 . 0 0 7. Inter-Vivos Transfers&Miscellaneous Nin Probate Property (Schedule G) u Separate Billing Requested . . . . . . . 7. 0 . 0 0 8. Total Gross Assets(total Lines 1 through 7) . . . . . . . . . .. . . . . . . . . . . . . . . . . 8. 9 5 4 9 9 0 . 2 1 9. Funeral Expenses and Administrative Costs Schedule H 9. 7 1 5 4 5 . 9 4 10. Debts of Decedent,Mortgage Liabilities,and Liens Schedule I 10. 8 4 0 4 3 7 . 0 7 11. Total Deductions(total Lines 9 and 10) . . .. . . . . . . . . . .. .. . . . . . .. . . . . . . 1 11. 9 1 1 9 8 3 . 0 1 12. Net Value of Estate(Line 8 minus Line 11) .. . . . . . . . . .... . . . . . . . . . . . .. . 12. 4 3 0 0 7 . 2 0 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. 4 3 0 0 7 . 2 0 TAX CALCULATION-SEE INSTRUCTIONS FOR APPLICABLE RATES 15. Amount of Line 14 taxable at the spousal tax rate,or transfers under Sec.9116 (a)(1.2)X.0 _ 0 . 0 0 15. 0 . 0 ' 0 16. Amount of Line 14 taxable at lineal rate X.0_ 0 . 0 0 16. 0 . 0 0 17. Amount of Line 14 taxable at sibling rate x.12 4 3 0 0 7 . 2 0 17. 5 1 6 0 . 8 6 18. Amount of Line 14 taxable at collateral rate X.15 0 . 0 0 18. 0 . 0 0 19. TAX DUE . .. . . .. . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19. 5 1 6 0 • 8 6 20. FILL IN THE OVAL IF YOU ARE REQUESTING A REFUND OF AN OVERPAYMENT ❑X Side 2 L 1505610240 1505610240 REV-1500 EX(FI) Page 3 File Number Decedent's Complete Address: Couuuonuuutyyt DECEDENT'S NAME deY aurFuiddlid aN STREET ADDRESS ootCumbDAadTEuSRDY CITY STATE ZIP IYTNRDZTAeb m PR olt.t Tax Payments and Credits: 1. Tax Due(Page 2,Line 19) (1) 5,160.86 2. Credits/Payments A.Prior Payments 15,000.00 B.Discount 789.47 Total Credits(A+B) (2) 15,789.47 3. Interest (3) 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. (4) 10,628.61 5. If Line 1 +Line 3 is greater than Line 2,enter the difference.This is the TAX DUE. (5) 0.00 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 ..........................................'......................................................... ❑ X❑ d. receive the promise for life of either payments,benefits or care? ...................................................... 2. If death occurred after December 12,1982,did decedent transfer property within one year of death without receiving adequate consideration? ....................................................................................... El ❑X 3. Did decedent own an"in trust for"or payable-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(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)].A sibling 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-1502 EX+(12-12) pennsylvania SCHEDULE A DEPARTMENT OF REVENUE REAL ESTATE INHERITANCE TAX RETURN RESIDENT DECEDENT ESTATE OF: FILE NUMBER: ROBERT J.WOODWORTH 21 13 0660 All real property owned solely or as a tenant in common must be reported at fair market value.Fair market value is defined as the price at which property would be exchanged between a willing buyer and a willing seller,neither being compelled to buy or sell,both having reasonable knowledge of the relevant facts. Real property that is jointly-owned with right of survivorship must be disclosed on Schedule F. Attach a copy of the settlement sheet if the property has been sold. ITEM Include a copy of the deed showing decedent's interest if owned as tenant in common. VALUE AT DATE NUMBER OF DEATH DESCRIPTION 1. Real estate located at 1102 Gunstock Lane,Hampden Township,Mechanicsburg,PA,known as 330,000.00 Tax Parcel No. 10-17-1029-080,being described in Deed dated September 17, 1996 and recorded in Cumberland County,PA,Deed Book 146,Page 627,being conveyed to Robert J. Woodworth. Value is actual sale value. See attached Settlement Statement TOTAL(Also enter on Line 1,Recapitulation) $ 330 000.00 If more space is needed,use additional sheets of paper of the same size. REV-1503 EX+(8-12) pennsylvania SCHEDULE B DEPARTMENT OF REVENUE STOCKS & BONDS INHERITANCE TAX RETURN RESIDENT DECEDENT ESTATE OF FILE NUMBER ROBERT J.WOODWORTH 21 13 0660 All property jointly owned with right of survivorship must be disclosed on Schedule F. ITEM VALUE AT DATE NUMBER DESCRIPTION OF DEATH 1, 800 shares,Fastenal stock(CUSIP 311900104) 38,704.00 See attached valuation. 2. 448.1203 shares JP Morgan-(CUSIP 4662511100) 24,282.52 See attached valuation TOTAL(Also enter on Line 2,Recapitulation) $ 62 986.52 If more space is needed,insert additional sheets of the same size REV-1504 EX+(9-12) SCHEDULE C pennsylvania CLOSELY-HELD CORPORATION DEPARTMENT OF REVENUE f INHERITANCE TAX RETURN PARTNERSHIP OR RESIDENT DECEDENT SOLE-PROPRIETORSHIP ESTATE OF FILE NUMBER ROBERT J.WOODWORTH 21 13 0660 Schedule C-1 or C-2(including all supporting information)must be attached for each closely-held corporation/partnership interest of the decedent, other than a sole-proprietorship. See instructions for the supporting information to be submitted for sole-proprietorships. ITEM VALUE AT DATE NUMBER DESCRIPTION OF DEATH 1, 1/3 interest in Archer Reed Land Development,LP 540,188.67 See attached valuation TOTAL(Also enter on line 3,Recapitulation) $ 540 188.67 (If more space is needed,insert additional sheets of the same size) • REV-1508 EX+(08-12) pennsylvania SCHEDULE E DEPARTMENT OF REVENUE CASH, BANK DEPOSITS & MISC. INHERITANCE TAX RETURN RESIDENT DECEDENT PERSONAL PROPERTY ESTATE OF: FILE NUMBER: ROBERT J.WOODWORTH 21 13 0660 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. Sovereign Bank checking 351073035 2,000.00 2. Ford Escape 13,191.00 See attached Kelley Blue Book valuation 3. Schwab,9606-3427 4,014.33 4. Schwab,4147-5763 2,609.69 TOTAL(Also enter on Line 5,Recapitulation) $ 21,815.02 If more space is needed,use additional sheets of paper of the same size. REV-1510 EX+(08-09) pennsylvania SCHEDULE G DEPARTMENT OF REVENUE INTER-VIVOS TRANSFERS AND INHERITANCE TAX RETURN MISC. NON-PROBATE PROPERTY RESIDENT DECEDENT ESTATE OF FILE NUMBER ROBERT J.WOODWORTH 21 13 0660 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. DESCRIPTION OF PROPERTY ITEM INCLUDE THE NAME OF THE TRANSFEREE,THEIR RELATIONSHIP TO DECEDENT AND DATE OF DEATH %OF DECD'S EXCLUSION TAXABLE NUMBER THE DATE OF TRANSFER.ATTACH A COPY OF THE DEED FOR REAL ESTATE. VALUE OF ASSET INTEREST (IF APPLICABLE) VALUE 1. JP Morgan IRA 150,646.42 100.00 150,646.42 0.00 Decedent not in pay status,non-taxable 2. Schwab IRA 3156-3565 206,486.62 100.00 207,840.69 0 Decedent not in pay status,non taxable 3. JP Morgan pension plan 40,164.66 100.00 40,164.66 0.00 Decedent not in pay status,non taxable TOTAL (Also enter on Line 7,Recapitulation) $ 0.00 If more space is needed,use additional sheets of paper of the same size. REV-1511 EX+(08-13) pennsylvania SCHEDULE H DEPARTMENT OF REVENUE FUNERAL EXPENSES AND INHERITANCE TAX RETURN ADMINISTRATIVE COSTS RESIDENT DECEDENT ESTATE OF FILE NUMBER ROBERT J.WOODWORTH 21 13 0660 Decedent's debts must be reported on Schedule I. ITEM NUMBER DESCRIPTION AMOUNT A. FUNERAL EXPENSES: 1. Myers-Harper Funeral Home,Camp Hill,PA 5,217.00 2. Trinity Evangelical Lutheran Church,funeral luncheon 1,275.08 3. BJs,funeral expense 4,183.20 4. Pealers Flowers 922.15 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: Martson Law Offices(estimated) 32,400.00 3, Family Exemption:(If decedent's address is not the same as claimant's,attach explanation.) Claimant Street Address City State ZIP Relationship of Claimant to Decedent 4. Probate Fees: Register of Wills,Cumberland County 793.50 5 Accountant Fees: Keller Financial Group 6. Tax Return Preparer Fees: 7. Register of Wills,additional short certificates 125.00 8. Cumberland Law Journal,advertising Letters Testamentary 75.00 9. The Sentinel,advertising Letters Testamentary 200.16 10. EVP stock valuation 4.00 11. Staples,administrative supplies 54.01 13. Miller Insurance,auto insurance pending sale of vehicle 711.00 15. PA Department of Revenue 2012 PA-V 7,681.00 14 PA Department of Revenue,2013 estimated payment 472.00 15 Cumberland County, tax due 79.00 16 US Treasury,2013 tax due 4,008.00 17 Delaware Division of Revenue,tax due 132.00 18 PA Department of Revenue 590.00 TOTAL(Also enter on Line 9,Recapitulation) $ 71 545.94 If more space is needed,use additional sheets of paper of the same size. Continuation of REV-1500 Inheritance Tax Return Resident Decedent ROBERT J.WOODWORTH 21 13 0660 Decedent's Name Page 1 File Number Schedule H -Funeral Expenses&Administrative Costs -137. ITEM NUMBER DESCRIPTION AMOUNT 19 PA Department of Revenue 121.00 20. NCO Financial Systems,fees due 284.79 21. Target,storage containers 133.84 22. Shareholder Services,fees 306.00 23. Michael Langdan,2013 Count/Twp.real estate tax,pending disposition of real estate 747.18 24. Michale Langdon,2013 School Tax,pending disposition of real estate 2,665.72 25. PA American Water,service pending disposition of real estate 415.38 26. Miller Insurance,homeowner's policy pending disposition of real estate 5,572.00 27. UGI,service pending disposition of real estate 609.10 28. Hampden Township,sewer/trash service,pending disposition of real estate 930.30 29. Orkin,service pending disposition of real estate 243.92 30. PPL,service pending disposition of real estate 594.61 SUBTOTAL SCHEDULE H-B7 12,623.84 REV-1512 EXt(12-12) pennsylvania SCHEDULE DEPARTMENT OF REVENUE DEBTS OF DECEDENT, INHERITANCE TAX RETURN MORTGAGE LIABILITIES& LIENS RESIDENT DECEDENT ESTATE OF FILE NUMBER ROBERT J.WOODWORTH 21 13 0660 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 1. Wells Fargo,home equity line of credit,681-3629465 36,769.83 2. Wells Fargo,home mortgage 337327308 227,457.93 3. Bank of American,auto loan 630-10029463979 25,820.75 4. Susquehanna Bank,Loan# 109112628, 1/3 value 335,122.33 See attached 5. Susquehann Bank,Loan# 109118114, 1/3 value 167,919.33 See attached 6. US Airways credit card, **** **** **** 5639 4,965.72 7. American Express credit card*** 6-8307 15,088.80 8. Capital One Platinum credit card**** **** **** 1829 59.90 9. Capital One Platinum credit card**** **** **** 0900 2,942.76 10. Capital One Platinum credit card**** **** **** 2807 539.36 11. Credit One Platinum credit card**** **** **** 8959 285.86 12. Chase Freedom credit card**** **** **** 1569 523.30 13. Direct Merchants Bank credit card**** **** **** 1949 5,227.39 14. Home Depot credit card**** **** **** 2854 8,043.43 15. Health South,account payable 436.48 TOTAL(Also enter on Line 10,Recapitulation) $ 840 437.07 If more space is needed,insert additional sheets of the same size. Continuation of REV-1500 Inheritance Tax Return Resident Decedent ROBERT J.WOODWORTH 21 13 0660 Decedent's Name Page 2 File Number Schedule I -Debts of Decedent, Mortgage Liabilities, & Liens ITEM NUMBER DESCRIPTION AMOUNT 16. Capital Anesthesia,account payable 73.60 17. Jackson Siegelbaum,account payable 81.67 18. Quest Diagnostics,account payable 1,579.42 19. West Shore Pathology,account payable 99.81 20. Susquehanna Valley Pain Management,account payable 240.43 21. Camp Hill Emergency Physicians,account payable 255.40 22. OIP,account payable 246.36 23. Quantum Imaging,account payable 231.95 24. West Shore Anesthesia Associates,account payable 600.47 25. Holy Spirit Hospital,account payable 1,477.24 26. Hetrick Center,account payable 180.46 27. Pinnacle Health,account payable 2,183.53 28. Dennis Burkett,account payable 299.50 29. Internists of Central PA,account payable 62.58 30. Urology of Central PA,account payable 19.08 SUBTOTAL SCHEDULE 1 7,631.50 Continuation of REV-1500 Inheritance Tax Return Resident Decedent ROBERT J.WOODWORTH 21 13 0660 Decedents Name Page 3 File Number Schedule I -Debts of Decedent, Mortgage Liabilities, & Liens ITEM NUMBER DESCRIPTION AMOUNT 31. Pinnacle Health Cardiovascular,account payable 23.36 32. Care Centrix,account payable 309.04 33. Laird Vey,Brokerage fees 1,270.00 SUBTOTAL SCHEDULE 1 1,602.40 GRAND TOTAL SCHEDULE 1 $ 840,437.07 REV-1513 EX+(01-10) pennsylvania SCHEDULE J DEPARTMENT OF REVENUE BENEFICIARIES INHERITANCE TAX RETURN RESIDENT DECEDENT ESTATE OF: FILE NUMBER: ROBERT J.WOODWORTH 21 13 0660 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. Jean Woodworth-Sorem Sibling 43,007.20 1926 Monterey Drive Mechaicsburg,PA 17050 ENTER DOLLAR AMOUNTS FOR DISTRIBUTIONS SHOWN ABOVE ON LINES 15 THROUGH 18 OF REV-1500 COVER SHEET,AS APPROPRIATE. II. NON-TAXABLE DISTRIBUTIONS: A.SPOUSAL DISTRIBUTIONS UNDER SECTION 9113 FOR WHICH AN ELECTION TO TAX IS NOT TAKEN: 1. B.CHARITABLE AND GOVERNMENTAL DISTRIBUTIONS: 1. TOTAL OF PART II-ENTER TOTAL NON-TAXABLE DISTRIBUTIONS ON LINE 13 OF REV-1500 COVER SHEET. $ If more space is needed,use additional sheets of paper of the same size. FAFILES\Clients\11859 Sorem\I 1859.1 Robert Woodworth estate planning\I 1859.1.wilI.wpd LAST WILL AND TESTAMENT I, ROBERT I WOODWORTH, of Hampden Township, Cumberland County, Pennsylvania,being of sound and disposing mind and memory,do hereby make,publish and declare this to be my Last Will and Testament,hereby revoking any and all former Wills or Codicils made by me. 1. I direct that all my legally enforceable debts, funeral expenses, testamentary expenses and all death taxes(whether such taxes may be payable by my estate or by any recipient of any property) shall be paid from my residuary estate as soon as practicable after my decease and as part of the administration of my estate. My Executrix shall have no duty or obligation to obtain reimbursement for any such tax so paid, even though on proceeds of insurance or other property not passing under this Will. 2. I give, devise and bequeath all the rest, residue and remainder of my estate, both real and personal property, unto my sister, JEAN WOODWORTH-SOREM, absolutely. 3. I nominate,constitute and appoint my sister,JEAN WOODWORTH-S OREM,as Executrix of my estate. 4. I direct that all fiduciaries acting under this Will, whether or not named herein, shall not be required to give bond for the faithful performance of their duties in any jurisdiction. 5. I authorize and empower my Executrix, in her sole and absolute discretion, to purchase or otherwise acquire and retain any investments of which I die seized or any real or personal property of any nature; to sell, lease, pledge, mortgage, transfer, exchange, dispose of or grant options in regard to any or all property of any kind forming a part of my estate for such terms and such prices as they may deem advisable; to borrow money for any purposes connected with the protection and [I nitia-ls] Page 1 of 3 preservation of my estate;to mortgage or pledge any real or personal property forming a part of my estate or to join in or secure the partition of same; to compromise any claims or demands of my estate against others or of others against my estate; to make distribution in kind and to cause any share to be composed of cash,property or undivided fractional shares in property different in kind from any other share; to employ agents,attorneys and proxies and to delegate to them such powers as my Executrix considers desirable and to pay reasonable compensation for such services as may be rendered by such agents, attorneys and proxies; and to execute and deliver such instruments as may be necessary to carry out any of these powers. In addition,I direct that my Executrix shall have the power to conduct an inventory of any safe deposit box necessary to the administration of my estate. IN WITNESS WHEREOF I have hereunto set my hand and seal this (pday of June,2013. ` �" (SEAL) Robert J. Wo worth SIGNED,SEALED,PUBLISHED AND DECLARED by the above-named Testator,as and for his Last Will and Testament,in the presence of us,who at his request,have hereunto subscribed our names as witnesses thereto, in the presence of the said Testator and of each other. Page 2 of 3 COMMONWEALTH OF PENNSYLVANIA ) SS. COUNTY OF DAUPHIN ) We, Robert J. Woodworth, Ivo V. Otto III and Y), ��Crr'M , the Testator and the witnesses,respectively,whose names are signed to the foregoing instrument,being first duly sworn,do hereby declare to the undersigned authority that the Testator signed and executed the instrument as his last Will and that the Testator has signed willingly, and that the Testator executed it as his free and voluntary act for the purposes therein expressed, and that each of the witnesses, in the presence and hearing of the Testator, signed the Will as a witness and that to the best of his/her knowledge the Testator was at that time eighteen years of age or older,of sound mind and under no constraint or undue influence. Ro J. Woodworth, Testator Witness (< Witness Subscribed, sworn to and acknowledged before me by Robert J. Woodworth, the Testator, and subscribed and sworn to before me by Ivo V.Otto III and C the witnesses,this 1-h day of June, 2013. Notary Public COMMONWEALTH OF PENNSYLVANIA Notarial Seal Melissa A.Scholly,Notary Public South Middleton Tvip.,Cumberland County My Commission Expires Jan.19,2014 Member,Pennsvlvanla Association of Notaries Page 3 of 3 .: 700. Total Real Estate Broker Fees $17,775.00 Paid From Paid From Division of commission line 700 as follows: Borrower's Seller's 701. $8,175.00 to Keller Williams of Central PA Funds at Funds at 702. $9,600.00 to Howard Hanna Paxtang Settlement Settlement 703. Commission paid at settlement 17,775.00 800. Items Payable in Connection with Loan 801. Our origination charge (Includes Origination Point 0.000%or$0.00) $750.00 (from GFE#1) 802. Your credit or charge(points)for the specific interest rate chosen -1,650.00 (from GFE#2) 803, Your adjusted origination charges (from GFE A) -900.00 804. Appraisal fee to George R.Ulsh (from GFE#3) 415.00 805. Credit report to CBCinnovis (from GFE#3) 17.40 806. Tax service to from GFE#3 807. Flood certification to LPS National Flood Services (from GFE#3) 5.00 808. Final Appraisal Fee to George R.Ulsh (from GFE#3) 100.00 900. items Required b Lender to be Paid in Advance 901. Daily interest charges from from 09/2212014 to 10/0112014 @$33.9000/day (from GFE#10) 305,15--- ,902. Mortgage Ins.Premium for months to (from GFE#3) 903. Homeowner's insurance for 12 months to State Farm Insurance from GFE#11) 791.00 904. months to from GFE#11 1000. Reserves Deposited with Lender 1001. Initial deposit for your escrow account (from GFE#9) 1,057.41 1002.Homeowner's insurance 3 months@,$ 65.92/month $197.76 to 1003. Mortgage Insurance months $ 0.00/month $ to 1004.Township Property Tax 11 months $ 3.97/month $4167 to 1005.County Property Tax 11 months $ 55.92/month $615.12 to 1006.School Taxes 5 months 0$ 226.68/month $1,13140 to 1007.Aggregate Adjustment $-932.54 to 1100. Title Charges 1101. Title services and lender's title insurance $ from GFE#4 2,530.00 1102. Settlement or closing fee to $ 1103. Owner's title insurance-First American Title Insurance Co-Hbg $ from GFE#5 1104. Lender's title insurance-First American Title Insurance Co-Hbg $2,530.00 1105. Lenders title policy limit$330,000.00 Lender's Policy 1106. Owner's title policy limit$330,000.00 Owner's Policy 1107. Agent's portion of the total title insurance premium $2,127.50 1108. Underwriter's portion of the total title insurance premium $402.50 1109. Escrow Fee to Barristers Land Abstract 25.00 General-Hb 1200. Government Recording and Transfer Charges 1201. Government recording charges $ (from GFE#7) 196.00 1202. Deed$79.00 Mortgage$117.00 Release$ to Cumberland Count Recorder 1203. Transfer taxes $ (from GFE#8) 3,300.00 1204. City/County tax/stamps Deed$3,300.00 Mortgage$ to Cumberland County Recorder 1205. State Tax/stamps Deed$3,300.00 Mort a e$ to Cumberland County Recorder c 3,300.00 1206. Deed$ Mortgage$ to 1207. $ to 1300. Additional Settlement Charges 1301. Required services that you can shop for (from GFE#6) 1302. Escrow for Inheritance Taxes to Barristers Land Abstract Escrow-Hbg 59,00040 1303. Pest Inspection to Inspect A Home $50.00 P.O.C.B' 1304. Tax Cert/Postage Reimbursement to Barristers Land Abstract Cost-Hbg 10.48 1305, Deed Prep Fee to Breschi and Associates 125.00 1306. Resale Cert to Hampden Heights Homeowners Association 30.00 1307. Home Warranty to NSA Home Warranty 435.00 1308, Home Inspection/Radon Testing to Inspect a Home $425.00 P.O.C.B" 1309. Overnight Fee-( to Barristers Land Abstract Postage-Hb 10.57 � '81681 . 0,�� u' i Paid outside of closing by(B)orrower,(S)eller,(L)ender,(I)nvestor,Bro(K)er."Credit by lender shown on page 1.""'Credit by seller shown on page 1. 'Comparison of Good Faith Estimate GF and HUD-1 Charges Good Faith Estimate HUD-1 Charges That Cannot Increase HUD-11 Line Number Our origination charge # 801 750.00 750.00 Your credit or charge(points)for the specific interest rate chosen # 802 -1,650.00 -1,650,00 Your adjusted origination charges . # .803 -900.00 -900.00 Transfer taxes # 1203 3,300.001 3,300.04 -Charges That in Total Cannot Increase More Than 10% Good Faith Estimate HUD-1 Government recording charges # 1201 242.00 196.00 Appraisal fee . #_804 350.00 415.00 Credit report ~ # 805 17.40 17.40 Flood certification , # 807 5.00 5.00 Final Appraisal Fee # 808 150,00 100.00 # 764.40 733.40 betweenIncrease ,• $ -31.00 or -4.0555% Charges That Can Chane Good Faith Estimate HUD-1- Initial deposit for your,escrow account. # 1001 3,981.27 1,057.41 Daily interest charges from, # 901 $33,9000/day 508.50 305.10 Homeowner's insurance #.903 724.92 791.00 Title services and lenders title insurance # 1101. 2,245.00 2,530.00 Owner's title insurance-First American Title Insurance Co Hbg: # 1103 0.00 0.00 # Loan Terms Your initial loan amount is," $330,000.00 Your loan term is 30.years Your initial interest rate is. . 3.7500% Your initial monthly amount owed for principal,interest,and any mortgage $1,528.29 includes nsurance is. ❑X Principal 0 Interest ❑Mortgage Insurance :an your Interest rate rise? E]No. ❑Yes,it can rise to a maximum of °1°. The first change will be on 1 ! and can change again every years after ! ! Every change date,your interest rate can increase or decrease by %. Over the life of the loan,your interest rate is guaranteed to never be lower than %or higher than %. :ven if you make payments on time,can your loan balance rise? ❑X No. ❑Yes,it can rise to a maximum of$ ven,If you make payments on time,can your monthly amount owed for 0 No. ❑Yes,the first increase can be on ! ! and the monthly )rinclpal,interest,.and mortgage insurance rise?. amount owed can rise to$ The maximum it can ever rise to is$ )oes your loan have a prepayment penalty? 0 No. ❑Yes,your maximum prepayment penalty is$ )oes your loan have a balloon payment?, EX No. ❑Yes,you have a balloon payment of$ due in years on ! ! otal monthly amount owed including escrow•account payments ❑You do not have a monthly escrow payment for items,such as property taxes . .. and homeowner's insurance, You must pay these items directly yourself. 0 You have an additional monthly escrow payment of$352.49 that results in a total initial monthly amount owed of$1,880.78. This includes principal,interest,any mortgage insurance and any items checked below: 0 Property taxes Q Homeowner's insurance Flood insurance ❑X School Taxes ❑ Q County Taxes )to: If you have any questions about the Settlement Charges and Loan Terms listed on this form,please contact your lender. 7ilgrmtuh Page,:, HUD CERTIFICATION OF BUYER AND SELLER have carefully reviewed the HUD-1 Settlement Statement and to the best of my knowledge and belief,it is a true and accurate statement of all receipts and iisbursements made on my account or by me in this transaction.I further certify that I have received a copy of the HUD-1 Settlement Statement. ViIliam J,Riwfrt.Jr. Rok 9.1aUA (ala M.Ravert :STATE OF'ROBERT J.WOODWORTH aa--te�!= I, a can Woodworth-Sorem,Executrix, AgentSettlement he HUD-1 Settlement Statement which I have prepared is a true and accurate account of this transaction.I have caused or will cause the funds to be isbursed in accordance with this statement. ETTLEMENT AGENT D E Itemization of 11, 1103 and 1104 Name of Bbrrower: Name of Seller: File Number William J. Ravert,Jr: Estate of Robert J.Woodworth 14-01-35379 Kala M. Ravert TitleExpress Prepared 09/22/2014 at 4:28 pm Note: This page is furnished to give you an itemization of the amounts shown on _Paid From Paid,From Lines 1101, 1103 and 1104 of the Settlement Statement (HUD-1). This page Borrower's Seller's, accompanies but is not a part of the settlement statement. If a discrepancy `Fun&,at " Funds'at'' exists,the information shown on the Settlement Statement(HUD-1)applies. Settlement:.; , Settlement 1100. Title Charges _ "4 `• Amounts lncluded,,' 'in Llne 110f 1101. Title services and lender's title insurance 2,530.00 a. b. C. 1102. Settlement or closing fee 1103. Owners title insurance 1104. Lenders title insurance (policy) 2,050.00 $ 2,530.00 a. Endorsement 820 PUD 50.00 b. Endorsement 900 EPL-Residential 50.00 c. Endorsement 1030 REM 205.00 d. Closing Service Letter 75.00 e. ALTA Short Form Loan 100.00 (Total 1103+1104) 1.105.' Lenders title.policy.limit$330,000.00 1106. Owners title policy limit $330,000.00 1107r.Agent's portion of the total title insurance.premium,; $ 2;127.50'- 1.108:L Underwriters portion of the total titleinsurance prem; "; 402.50:1!: { (Total 1102* 1109. 1110. 11111. 1112. "Additional - Total Borrower Borrower• Seller •1100:,Title Charges with.Payee ~ Charge POC or Credit f ~ Line 1101 Paid' 1101. Title services and lenders title insurance $ 1104. Lenders title insurance to Barristers Land Abstract Company 2,530.00 2,530.00 $v 2,530.00 2,530.00 Date of Death: 06/08/2013 Estate of: Robert J. Woodworth Valuation Date: 06/08/2013 Account: 15246.1 Processing Date: 03/04/2014 Report Type: Date of Death Number of Securities: 1 File ID: 15246.1.woodworth Shares Security Mean and/or Div and Int Security or Par Description High/Ask Low/Bid Adjustments Accruals Value 1) 800 FASTENAL CO (311900104) COM The NASDAQ Stock Market LLC 06/07/2013 48.68000 48.00000 H/L 06/10/2013 48.91000 47.93000 H/L 48.380000 38,704.00 Total Value: $38,704.00 Total Accrual: $0.00 Total: $38,704.00 Page 1 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 www.evpsys.com. (Revision 7.3.1) Estate Valuation Date of Death: 06/08/2013 Estate of: Robert J. Woodworth Estate Valuation Date: 06/08/2013 Account: 15246.1 Processing Date: 12/09/2014 Report Type: Date of Death Number of Securities: 1 File ID: 15246.1.evp2 Shares Security Mean and/or Div and Int Security or Par Description High/Ask LOW/Bid Adjustments Accruals Value 1) 448,1203 JPMORGAN CHASE & CO (46625H100) COM New York Stock Exchange 06/07/2013 54.48000 53,41000 H/L 06/10/2013 54.84000 54.02000 H/L 54.187500 24,282.52 Total Value: $24,282.52 Total Accrual: $0.00 Tota-1-:$24,282.-52------ Page 1 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 www.evpsys.com. (Revision 8.0.2) Corporate Headquarters: 100 Sterling Parkway Suite 200 Pik 11711 17 East High Street Mechanicsburg, PA 17050 FINANCIAL GROUPSuite 103 (717) 516-0700 Carlisle, PA 17013 FAX (717) 303-5216 WEALTH MANAGEMENT (717) 243-8553 TAX & ACCOUNTING SERVICES www.kellerepa.com www.kellercpa.com January 9, 2014 Mr. Ivo Otto Martson Law Offices Ten East High Street Carlisle, PA 17013 RE: Archer Reed Land Development LP valuation Estate of Robert Woodworth Dear Mr.Otto: I have compiled the accompanying information from the files of Archer Reed Land Development LP for the purposes of determining a value of the company for use by the Robert Woodworth Estate. Archer Reed Land Development LP(Archer Reed)from inception has reported their tax filings using the cash basis of accounting. In addition,they also used the cash basis of accounting for their internal accounting method. Archer Reed has a single tenant with a triple net lease. Since Archer Reed uses the cash basis of accounting, I normalized the 2011 and 2012 income and expenses on an accrual basis and identified the actual reimbursements associated with each year. Attached is the normalized income and expenses for 2011 and 2012. In addition, I have attached the QuickBooks Profit & Loss statement from their records for the years 2008—2012 and the Form 8825 for those same years. In my opinion,the best method for valuing this property is the capitalization rate. The capitalization rate of 9%was used in the calculation. In addition, it is appropriate to discount the value for the risk of a single tenant and the costs of sale. The discount rate used in my calculation was 15%. In my opinion, the total value of Archer Reed is$1,622,188 making Mr.Woodworth's share of the value $540,188.67. This represents the value of Archer Reed as of June 8, 2013. Respectfully, Dwayne D. Keller, CPA INVEST Financial Corporation,member FINRA/SIPC,and its affiliated insurance agencies offer securities, advisory services and certain insurance products and are not affiliated with Keller Financial Group.Advisory services offered through Keller Financial Group.INVEST does not offer tax or legal advice. S a-- C, "Al:a- I Jan-Dec 11 Jan-Dec 12 Ordinary Income/Expense Income Reimbursable Expense Income 161,364.80 107,046.79 Rental Income 236,092.31 236,075.04 Total Income 397,457.11 343,121.83 Expense Accounting 5,500.00 5,775.00 Bank Service Charges 386.90 295.10 Dues and Subscriptions 145.00 - Insurance 13,067.28 10,915.09 Management Fee 14,165.54 14,164.50 Vacancy Rate 16,526.46 16,525.25 Landscaping 9,986.91 6,604.73 Legal and Professional Fees - - Office Supplies 909.49 995.10 Payroll Related Expenses 28,035.72 24,291.17 Repairs and Maintenance 29,621.58 15,788.62 Security 395.00 395.00 Snow Removal 5,262.22 1,127.77 Taxes-Real Estate 33,559.42 33,008.84 Telephone 2,865.73 2,267.81 Utilities 69,472.39 39,206.74 Total Expense 229,899.64 171,360.73 Net Ordinary Income 167,557.47 171,761.10 Net Income 167,557.47 171,761.10 Capitalization Rate 9%, $ 1,861,749.66 $ 1,908,456.72 Discount 15% 15% Value net of discount $ 1,582,487.21 $ 1,622,188.21 Robert Woodworth ownership% 1 33.30% 33.30% Robert Wood worth's value $ 526,968.24 $ 540,188.67 12:24 PM Archer Reed Development Co. LP 12/31/13 Profit & Loss Accrual Basis January 2008 through December 2012 Jan-Dec 08 Jan-Dec 09 Jan-Dec 10 Jan-Dec 11 Jan-Dec 12 TOTAL Ordinary Income/Expense Income Reimbursable Expense Income 0.00 180,703.38 0.00 162,309.29 98,355.90 441,368.57 Rental Income 313,615.80 322,985.96 298,291.92 236,092.31 236,075.04 1,407,061.03 Total Income 313,615.80 503,689.34 298,291.92 398,401.60 334,430.94 1,848,429.60 Expense Accounting 5,000.00 5,475.00 5,500.00 5,500.00 5,775.00 27,250.00 Bank Service Charges 0.00 3.00 315.00 386.90 300.05 1,004.95 Dues and Subscriptions 0.00 60.00 96.00 145.00 0.00 301.00 Insurance 10,643.04 10,737.66 10,555.09 13,067.28 10,915.09 55,918.16 Interest Expense-LOC#1..2628 81,733.67 84,858.45 39,067.61 43,198.16 33,114.85 281,972.74 Interest Expense-LOC#2..1114 14,123.59 12,075.59 70,686.36 70,686.36 21,702.44 189,274.34 Landscaping 6,766.08 5,289.58 4,611.63 9,986.91 6,604.73 33,258.93 Legal and Professional Fees 48.00 0.00 2,170.00 0.00 0.00 2,218.00 Licenses and Permits 0.00 800.00 0.00 0.00 0.00 800.00 Office Supplies 1,238.84 676.11 1,246.11 909.49 995.10 5,065.65 Payroll 17,212.80 17,212.80 18,954.75 23,999.92 20,628.27 98,008.54 Payroll Expenses Payroll Taxes-Employer Paid 1,602.54 1,553.07 1,717.72 2,306.74 1,881.82 9,061.89 Total Payroll Expenses 1,602.54 1,553.07 1,717.72 2,306.74 1,881.82 9,061.89 Payroll Processing 1,526.46 1,658.68 1,687.33 1,729.06 1,781.08 8,382.61 Payroll Taxes-Employee Paid 0.00 0.00 0.00 0.00 0.00 0.00 Repairs and Maintenance 9,208.23 9,533.76 28,761.89 29,621.58 15,788.62 92,914.08 Security 395.00 395.00 395.00 395.00 395.00 1,975.00 Snow Removal 3,066.01 2,172.34 4,448.30 5,262.22 1,127.77 16,076.64 Taxes-Real Estate 28,808.54 28,606.74 31,368.91 33,559.42 33,008.84 155,352.45 Telephone 0.00 0.00 2,031.66 2,865.73 2,267.81 7,165.20 Utilities 50,015.72 43,874.81 66,734.29 69,472.39 39,206.74 269,303.95 Total Expense 231,388.52 224,982.59 290,347.65 313,092.16 195,493.21 1,255,304.13 Net Ordinary Income 82,227.28 278,706.75 7,944.27 85,309.44 138,937.73 593,125.47 Net Income 82,227.28 278,706.75 7,944.27 85,309.44 138,937.73 593,125.47 Pagel ARCREEDDEV 04/08/2009 7:50 AM Form 8825 Rental Real Estate income and Expenses of a (Rev.December 2006) Partnership or an S Corporation OMB No.1545-1186 lo-See instructions on back. Department of the Treasury Internal Revenue Service Op,Attach to Form 1065,Form 1065-B,or Form 11205. Employer identification number Name 20-1960991 Archer Reed Development LP T�i-cl Show the kind and location of each property.See page 2 to list additional properties. Commercial Building A 500 Bent Creek Blvd........... ......I..........................I.............I.................................... ... Mechanicsburg, PA 17050 B ......... ...... .......... ........—1....... .......... C . ...... ....... ............ ......I...... ...........I........I................... .......I....... ...... ..................I........ D . ...... ....... ......—............. ................................. ............................................................ Prop rties___ Rental Real Estate Income A B C D 2 Gross rents ........... 2 313,616 Rental Real Estate Expenses 3 Advertising .... ....... ........... 3 4 Auto and travel ............. A 5 Cleaning and maintenance .......... 5 6,7 6 Commissions 6 7 Insurance 7 10, 643 8 Legal and other professional fees 8 6,574 9 Interest ...... 9 95"857 10 Repairs ..... ...... ..... 101 9,208 11 Taxes 11 30j 412 12 Utilities 12 50016 13 Wages and salaries ................ 13 17,213 14 Depreciation(see instructions) ....... 14 521373 15 Other(list)00- See Statement 1 41700 . .......I...... ............ 15 16 Total expenses for each property. 2 8 3 7 Add lines 3 through 15 .—1.1......1 16 62 17 Total gross rents.Add gross rents from line 2,columns A through H. .......... ....... 17 313, 616 18 Total expenses.Add total expenses from line 16,columns A through H ....... ...... ................ ........ 18 283, 762) 19 Net gain(loss)from Form 4797,Part 11,line 17,from the disposition of property from rental real 19 estate activities ..............I..................................... ....... 20a Net income(loss)from rental real estate activities from partnerships,estates,and trusts in which this partnership or S corporation is a partner or beneficiary(from Schedule K-1) ............ ........................ 20a b Identify below the partnerships,estates,or trusts from which net income(loss)is shown on line 20a.Attach a schedule if more space is needed: ......... (1) Name (2) Employer identification number ............. .................... ......... ...... ........... ........... .......... . ... .. . ... ...... ... .. ... ... . ... 21 Net rental.real estate.income(loss). Combine.. lines,..17 through.. ... .20a... Enter the r.e.s u.It he.re and on: . .......... 2 299854 • Form 1065 or 1120S-.Schedule K,line 2,or Z .... • Form 1065-B:Part 1,line 4 Form 8825{12-200. 6) For Paperwork Reduction Act Notice,see back of form. DAA ARCREEDDEV 04113/2010 7:57 AM Form 8825 Rental Real Estate Income and Expenses of a (Rev.December 2006) Partnership or an S Corporation OMB No.1545-1186 Department of the Treasury ►See instructions on back. Internal Revenue Service 10-Attach to Form 1065,Form 1065-B,or Form 1120S. Name Employer identification number Archer Reed Development LP 120-1960991 I Show the kind and location of each property.See page 2 to list additional.properties. Commercial Building A 500 Bent Creek Blvd . .......I........................... ..............''....................I....... ......I.................................... ......... Mechanicsburg, PA 17050 B . ........................................................................................................................................... C ..................... ....... ....... ....... ...... ...... ........................ D ........... ......... ....... ...... ....... ......... ...... ...... ........................... Properties Rental Real Estate Income A B C D 2 Gross rents 2 503, 689 ........... Rental Real Estate Expenses 3 Advertising 3 4 Auto and travel 5 Cleaning and maintenance ........ 5 5,290 6 Commissions 6 ............. 7 Insurance 7 10,738 8 Legal and other professional fees 8 7,134 9 Interest9 96, 934 ............. 10 Repairs ........................... 10 9,534 11 Taxes11 30,160 ........................ 12 Utilities 12 43,875 13 Wages and salaries 13 17,213 14 Depreciation(see instructions)...... 14 52,285 15 Other(list)10►. .......... See Statement 14,106 I........... ......—— 15 . ....................I............. 16 Total expenses for each property. Add lines 3 through 15 –............ 16 277,269 17 Total gross rents.Add gross rents from line 2,columns A through H......................... ............. 17 503, 689 18 Total expenses.Add total expenses from fine 16,columns A through H ............................... ... 18 277,269) 19 Net gain(loss)from Form 4797,Part 11,line 17,from the disposition of property from rental real estate activities19 ............. ..................–.... ........ ....... 20a Net income(loss)from rental real estate activities from partnerships,estates,and trusts in which this partnership or S corporation is a partner or beneficiary(from Schedule K-1) ............. ..... 20a b Identify below the partnerships,estates,or trusts from which net income(loss)is shown on line 20a.Attach a schedule if more space is needed: (1) Name (2) Employer identification number .......... ...... .......... ................... .................. . ......... ........ ............................................................ . .... .... ... ...... .... ... 21 Net rental.real estate.. income.(loss).Combine line.s 1 17 through.. I. 2.0.a.Enter the result,. here and on: 21 226,420 • Form 1065 or 1120S:Schedule K,line 2,or Form 1065-8:Part 1,line 4 For Paperwork Reduction Act Notice,see back of form. Form 8825(12-2006) DAA ARCREEDDEV 04!06/2011 9:11 AM 8825 Rental Real Estate Income and Expenses of a Form Partnershipor an S Corporation (Rev.December 2010) p OMB No.1545-1186 Department of the Treasury ►See instructions on back. Internal Revenue Service ►Attach to Form 1065,Form 1065-B,or Form 1120S. Name Employer identification number Archer Reed Development LP 120-1960991 1 Show the type and address of each property.For each rental real estate property listed,report the number of days rented at fair rental value and days with personal use.See instructions.See page 2 to list additional properties. Physical address of each property—street,city, Type—Enter code 1-8; Fair Rental Days Personal Use Days state,ZIP code see page 2 for list Commercial Building Commercial Building Mechanicsburg PA 17050 4 Commercial B .................................. .................................... C ............................................................. D ............................................................ ........................................................................ Propedies Rental Real Estate Income A B C D 2 Gross rents 2 298,292 ........................ Rental Real Estate Expenses 3 Advertising .. .. .... 3 4 Auto and travel 4 5 Cleaning and maintenance .......... 5 4, 612 6 Commissions 6 ...................... 7 Insurance 7 10,555 ......................... 8 Legal and other professional fees 8 9,357 9 Interest 9 109,754 ........................... 10 Repairs 10 28,762 11 Taxes 11 33,087 ............................. 12 Utilities 12 68,766 ............................ 13 Wages and salaries ....... 13 18, 955 14 Depreciation(see instructions) 14 52,286 15 Other(list)► ...................... See....Statement. . ! 15 6 500 .. . . ......... 16 Total expenses for each property. Add lines 3 through 15 J6 - 342 634 17 Income or(Loss)from each property.Subtract line 16 from line 2 -44,342 18a Total gross rents.Add gross rents from line 2,columns A through H ....... 18a 298 ,292 b Total expenses.Add total expenses from line 16,columns A through H ........... 18b 342 , 634) 19 Net gain(loss)from Form 4797,Part II,line 17,from the disposition of property from rental real estate activities 19 .............................................................................................. 20a Net income(loss)from rental real estate activities from partnerships,estates,and trusts in which this partnership or S corporation is a partner or beneficiary(from Schedule K-1) ............ 20a b Identify below the partnerships,estates,or trusts from which net income(loss)is shown on line 20a. Attach a schedule if more space is needed: (1) Name (2) Employer identification number 21 Net rental estate income(toss).Combine lines 18a through 20a.Enter the result here and on: 21 -44,342 • F 0 rm 1065 or 1120S:Schedule K line 2 or • Form 1065-13:Part 1 line 4 For Paperwork Reduction Act Notice,see back of form. Form 8825(12-2010) DAA ARCREEDDEV 04/12/2012 2:19 PM Form 8825 Rental Real Estate Income and Expenses of a(Rev.December 2010) Partnership or an S Corporation OMB No.1545-1186 Department of the Treasury ►See instructions on back. Internal Revenue Service ►Attach to Form 1065,Form 1065-B,or Form 1120S. Name Employer Identification number Archer Reed Development LP 20-1960991 1 Show the type and address of each property.For each rental real estate property listed,report the number of days rented at fair rental value and days with personal use.See instructions.See page 2 to list additional properties. Physical address of each property—street,city, Type—Enter code 1-8; Fair Rental Days Personal Use Days state,ZIP code see page 2 for list Commercial Building Commercial Building Mechanicsburg PA 17050 4 Commercial B . .............................................................................. . ............................................................ ..................... C ................................................. ............................ . ............................................................ ..................... D .............................................................................. . ............................................................ ..................... Properties Rental Real Estate Income A B C D 2 Gross rents 2 398, 401 ............................ Rental Real Estate Expenses 3 Advertising3 ............................. 4 Auto and travel 4 ......................... 5 Cleaning and maintenance 5 9, 987 6 Commissions 6 7 Insurance7 13,067 .............................. 8 Legal and other professional fees 8 7,229 9 Interest9 113,885 .......................I........ 10 Repairs 10 29,622 11 Taxes 11 35,866 .................................. 12 Utilities 12 72 ,338 ................................. 13 Wages and salaries 13 24,000 14 Depreciation(see instructions) 14 52,286. 15 Other(list)► ............ ............. See Statement 1 15 7,098 16 Total expenses for each property. Add lines 3 through 15 16 365,378 17 Income or(Loss)from each property.Subtract line 16 from line 2 17 1 33,0231 18a Total gross rents.Add gross rents from line 2,columns A through li................................ .. ........ 18a 398 , 401 b Total expenses.Add total expenses from line 16,columns A through H 18b 365, 378) 19 Net gain(loss)from Form 4797,Part II,line 17,from the disposition of property from rental real estate activities 19 20a Net income(loss)from rental real estate activities from partnerships,estates,and trusts in which this partnership or S corporation is a partner or beneficiary(from Schedule K-1) 20a b Identify below the partnerships,estates,or trusts from which net income(loss)is shown on line 20a. Attach a schedule if more space is needed: > (1) Name (2) Employer identification number '`; ....................................................................................... 21 Net rental estate income(loss).Combine lines 18a through 20a.Enter the result here and on: 21 33 023 • i r Form 1065 or 1120S:Schedule K line 2 0 • Form 1065-B:Part I line 4 For Paperwork Reduction Act Notice,see back of form. Form 8825(12-2010) DAA ARCREEDDEV 04/11/2013 8:45 AM Form 8825 Rental Real Estate Income and Expenses of a(Rev.December 2010) Partnership or an S Corporation OMB No.1545-1186 Department of the Treasury ►See instructions on back. Internal Revenue Service ►Attach to Form 1065,Form 1065-B,or Form 1120S. Name Employer identification number Archer Reed Development LP 120-1960991 1 Show the type and address of each property.For each rental real estate property listed,report the number of days rented at fair rental value and days with personal use.See instructions.See page 2 to list additional properties. Physical address of each property—street,city, Type—Enter code 1-8; Fair Rental Days Personal Use Days state,ZIP code see page 2 for list Commercial Building Commercial Building Mechanicsburg PA 17050 4 Commercial 366 B . .............................................................................. ............................................................. .................... . C .............................................................................. ............................................................. ..................... D .............................................................................. ............................................................. ..................... Properties Rental Real Estate Income A B c D 2 Gross rents 2 334,431 Rental Real Estate Expenses 3 Advertising 3 ............................. 4 Auto and travel 4 5 Cleaning and maintenance 5 6, 605 6 Commissions 6 .......................... 7 Insurance 7 10, 915 8 Legal and other professional fees 8 7,556 9 Interest 9 54,817 ................................ 10 Repairs 10 15,789 ................................ 11 Taxes 11 34,891 12 Utilities12 41,475 ................................. 13 Wages and salaries 13 20, 628 14 Depreciation(see instructions) 14 52, 174 15 Other(list)► .......................... See Statement 1 15 2,813 .................. 16 Total expenses for each property. Add lines 3 through 15J6 - 247 663 ................. 17 Income or(Loss)from each property.Subtract line 16 from line 2 86,768 18a Total gross rents.Add gross rents from line 2,columns A through H18a 334,431 ...................................................... b Total expenses.Add total expenses from line 16,columns A through H 18b 247 , 663) 19 Net gain(loss)from Form 4797,Part Il,line 17,from the disposition of property from rental real estate activities 19 .......... 20a Net income(loss)from rental real estate activities from partnerships,estates,and trusts in which this partnership or S corporation is a partner or beneficiary(from Schedule K-1) 20a .......................................... b Identify below the partnerships,estates,or trusts from which net income(loss)is shown on line 20a. Attach a schedule if more space is needed: (1) Name (2) Employer identification number 21 Net rental estate income(loss).Combine lines 18a through 20a.Enter the result here and on: 21 1 86, 768 •Form 1065 or 1120S:Schedule K line 2,or • Form 1065-B Part Iline 4 .......................................... ......... For Paperwork Reduction Act Notice,see back of form. Form 8825(12-2010) DAA LIMITED PARTNERSHIP AGREEMENT THIS LIMITED PARTNERSHIP AGREEMENT("Agreement')is made as of the 6th day of December, 2004,by and among Archer Reed Management Co., LLC, a Pennsylvania limited liability company("Archer Reed"), and the parties listed on Schedule A attached hereto as limited partners(collectively,"Limited Partners"and individually as a "Limited Partner). In consideration of the promises contained in this Agreement, the parties to this Agreement,each intending to be legally bound,agree as follows- 1. Formation of Limited Partnership. The Partners hereby form a limited partnership(the"Partnership") under and pursuant to, and this Agreement shall be governed by, the terms of the Pennsylvania Revised Uniform Limited Partnership Act, as amended(the "Act"), The general partner of the Partnership is Archer Reed Management Co., LLC (sometimes referred to as the"General Partner"). The General Partner and the Limited Partners are sometimes referred to collectively as the"Partners"and individually as a"Partner". 2. Name of the Partnership. The business of the Partnership shall be conducted under the name"Archer Reed Development Co., L.P."or such other name as the General Partner may, from time to time,determine. 3. Principal Place of Business. The principal place of business of the Partnership shall be located at 1926 Monterey Drive, Mechanicsburg, Pennsylvania 17050. The Partnership may also have a place of business at such other place or places as the General Partner may from time to time determine. 4. Certificate of Limited Partnership and Fictitious Name Certificate. (a) The General Partner shall cause a Limited Partnership Certificate to be filed in the Office of the Secretary of State,Commonwealth of Pennsylvania(the "Cert trate of Limited Partnership")and in such places as shall be required by the Act. The parties shall also execute, acknowledge and file any future amendments to the Certificate of Limited Partnership as may be required by this Agreement or by law. (b) The parties shall execute and cause to be filed with the proper office in each jurisdiction in which the Partnership conducts business,one or more certificates or amendments to certificates as may be required by the Fictitious Name Act or Assumed Name Act or similar statute in effect as to each such jurisdiction,and shall file all documents required by law in order to qualify to do business in cach jurisdiction in which the Partnership conducts business. S. Purposes of the Partnership. The purposes of the Partnership are: (a) to acquire,own,hold,develop,operate,manage,lease,transfer, sell, exchange,improve,maintain,and construct or renovate such additional improvements on, the real property known as Lot 4 in the Final Subdivision Plan-Lots 2, 3 and 4 for Bent Creek, Bent Creek Boulevard, Mechanicsburg,Cumberland County,Pennsylvania(the "Real Property")as such is necessary to or desired for the operation of the Real Property,or otherwise dispose of all or any part of the Real Property,together with the buildings and other improvements now existing or hereafter constructed thereon; (b) to acquire,own,hold,transfer,sell,exchange or otherwise dispose of interests in other entities,including,without limit,partnerships,joint ventures and corporations; (c) to act as guarantor with respect to obligations which may be incurred by other entities in which the Partnership shall have an interest; (d) to borrow money if necessary to accomplish the other purposes set forth in this Paragraph 5 or to meet the obligations of the Partnership,to issue evidences of the Partnership's obligation to repay such borrowings and to grant security interests in the Partnership's assets to secure such repayment;and (e) to do all other things necessary, desirable or conducive to the accomplishment of the aforesaid purposes of the Partnership or otherwise contemplated by this Agreement. 6. Term of Partnership. The term of the Partnership shall continue until the Partnership is dissolved in accordance with Paragraph 14 of this Agreement. 7. Percentage Interests. (a) The percentage interest of each Partner in the Partnership (sometimes called his or its"Partnership Interest"}shall hereafter be as follows: General Partner Archer Reed Management Co., LLC 1.00% Limited Partners Jean Woodworth 33,00% Steve Sorem 33.00% Rob Woodworth 33.00% TOTAL 3ffl-00% However,the Partnership interests of the Partners may be modified pursuant to the provisions of Paragraph 13 of this Agreement. -2- M All references made in this Agreement to a Partner's "Proportionate"or"pro rata"share shall,unless otherwise stated in this Agreement,mean the Partner's Partnership Interest as stated in this Paragraph 7 and,if applicable,as modified. 8. Capital Contributions,Loans. (a) Initial Capital Contributions. The Partners have or will contribute to the capital of the Partnership cash or in kind contributions in the following amounts: Partner Initial Capital Contribution Jean Woodworth $1.00 Steve Sorem 1.00 Rob Woodworth 1.04 Total (b) Additional Capital Contributions. The Partners shall make such other capital contributions at such times and in such amounts as unanimously agreed upon, provided that such additional capital contributions shall be made in the same proportions as in 8(a)of this Agreement, unless the Partners,unanimously agree otherwise in writing. (c) Loans. Any Partner may,with the consent of the General Partner, .lend or advance money to the Partnership. If any Partner shal l make any loan or loans to the Partnership or advance money on its behalf,the amount of such loan or advance shall not be treated as a Capital Contribution but shall be a debt due from the Partnership. The amount of any such loan or advance by a lending Partner shall be repayable out of Distributable Cash(as hereinafter defined)and shall bear interest at such rate as the General Partner and the lending Partner shall agree but not in excess of the maximum rate permitted by law. None of the Partners shall be obligated to make any loan or advance to the Partnership. 9. Distributions. (a) Except as provided in Paragraph 15 of this Agreement, Distributable Cash shall be distributed to the Partners in the following order of priority: (i) first,all loans and advances owed to the Partners (including interest) shall be paid,pro rata in the amounts owed to the respective Partners; (ii) thereafter, Distributable Cash shall be distributed to the Partners in accordance with their respective Partnership Interests. (b) Notwithstanding anything contained in this Agreement,the Partnership at all times shall retain reserves for working capital and for all known and reasonably anticipated debts and expenses(including, without limit,payments to be made on account of the principal and interest of all Partnership indebtedness)and for other reasonable contingencies. -3- The amount of all such reserves shall be determined solely by the General Partner. Subject to the immediately preceding sentence, the cash available for distribution, if any, shall be distributed to the Partners at such intervals as the General Partner may determine in accordance with the Partners' respective share of Profits or Losses. (c) Unless otherwise agreed upon,a Partner shall not receive from the Partnership,any salary or other compensation for services rendered as a Limited Partner to the Partnership. (d) "Distributable Cash" for any fiscal year means Available Cash(as hereinafter defined) less any amounts set aside by the General Partner for restoration or creation of Reserves(as hereinafter defined). (i) "Available Cash"means that sum arrived at by deducting the annual Operating Expenses(as hereinafter defined)of the Partnership from the total annum cash gross receipts of the Partnership derived from all sources(other than from a Sale or Refinancing(as hereinafter defined))or from contributions from the Partners to the Partnership pursuant to Paragraph 8 of this Agreement. (A) "Operating Expenses"for the purposes of this Paragraph 9,shall mean all cash expenditures including,without limitation,advertisement and promotional,property management, salaries,utilities,ordinary repair and maintenance,legal, accounting,statistical or bookkeeping and other professional services and computing or accounting equipment use,travel expenses properly chargeable to the Partnership,telephone expenses,payments of principal of and interest on loans to the Partnership(including any loans from any of the Partners and their affiliates,there being no obligation,however, for any Partner or its affiliates to make any loans to the Partnership),management fees payable by the Partnership,expenses(and interest thereon)for which the General Partner may charge the Partnership pursuant to subparagraph 1 I(e)of this Agreement, and any reasonable overhead expenses of the General Partner except as set forth in subparagraph(aa)of the next following sentence. Operating Expenses do not include: (aa)any overhead expenses of the General Partner resulting solely from activities unrelated to the Partnership; (bb)any cash or capital expenditure expended up to the whole of the accumulated cash reserves of the Partnership not otherwise allocated for specific purposes(any capital expenditures in excess of accumulated cash reserves shall be deemed an Operating Expense); and(cc)non-cash items such as depreciation. (B) "Sale or Refinancing"means any Partnership transaction resulting in the receipt of cash or other consideration(other than the receipt of contributions from the Partners to the Partnership pursuant to Paragraph 8 of this Agreement)not in the ordinary course of its business including,without limit,by reason of any transaction of the following nature by the Partnership or by any entity in which the Partnership has a partnership, stock or other ownership interest: sales or exchanges of real or personal property(including, without limit, any sale or exchange of any part of any partnership interest owned by the Partnership,any part thereof or interest therein),condemnations,recoveries of damage awards and insurance proceeds(other than business or rental interruption insurance proceeds)or any borrowing or mortgage refinancings. -4- (ii) "Reserves"means,with respect to any fiscal year, payments made or amounts allocated during such period to reserves which shall be maintained in amounts deemed sufficient by the General Partner for working capital and to pay taxes, insurance, debt service,repairs, replacements,capital improvements or renewals,contingent liabilities, or other costs and expenses, incident to the ownership or operation of the Partnership's properties. (iii) The determination of what is a capital expenditure, how much the Reserves should be, and all other matters described in this subparagraph 9(c)shah be made in the sole and absolute discretion of the General Partner, irrespective of the treatment of such matters for tax or accounting purposes. (e) In the event of a Sale or Refinancing or liquidation of the Partnership,the cash proceeds and/or other assets of the Partnership available for distribution after the payment of all expenses and previously outstanding indebtedness and the creation of reserves for contingent liabilities and liabilities,the exact amounts of which shall not then have been ascertained or as to which payment is not then due, shall be distributed to the Partners in accordance with the provisions of paragraph 15. 10, Profits and Losses. (a) Profits and Losses. Profits and Losses mean, at all times during the existence of the Partnership,the income or loss of the Partnership for Federal income tax purposes,including,without separately stating,all items of income,gain,loss or deduction, determined by the Partnership's regular certified public accountant as of the close of the Partnership's fiscal year or other applicable period, adjusted to reflect income exempt from taxation and Partnership expenditures not deductible in computing taxable income. Notwithstanding the preceding sentence, in the event the Partnership sells Adjusted Assets, Profits and Losses shall be computed by reference to the Book Value of the Adjusted Assets. Depreciation shall be computed in accordance with subparagraph I0(d)(vii). (b) Allocation of Profits, Losses and Credits. Except as otherwise provided for in subparagraph 10(e),Profits and Losses of the Partnership and corresponding items of income,gain, loss,deduction or credit for tax purposes shall be allocated to the Partners in accordance with their respective Percentage Interest;however, Profits for any Partnership fiscal year or other applicable period shall be allocated first to those Partners, if any, who receive or have received distributions attributable to interest charges on loans or advances made to the Partnership to the extent of such distributions on a pro rata basis. No allocation for tax purposes required by applicable tax laws or regulations shall have any effect upon the allocation of Profits and Losses except as specifically provided for in subparagraph 10(c). (c) Special Mules of Allocation The fallowing rules shall apply notwithstanding other provisions of this Paragraph 10: (i) In the event the Partnership holds Adjusted Assets, Depreciation, income, gain, loss,or deduction with respect to the Adjusted Assets shall be computed and allocated for tax purposes so as to take into account the variation between the -5- adjusted tax basis and Book Value of Adjusted Assets in a manner the General Partner deems consistent with Section 704(c)of the Code and Section 1.704-1(b)(2)(iv)(g)of the Regulations and which reflects the purposes and intentions of this Agreement. (ii) Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(f)of the Regulations,notwithstanding any other provision of this Paragraph 10, if there is a net decrease in Partnership Minimum Gain during the taxable year of any taxable year,each Partner shall be specially allocated items of Partnership income and gain for such taxable year(and,if necessary,subsequent taxable years) in an amount equal to such Partner's share of the net decrease in Partnership Minimum Gain,determined in accordance with Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant thereto in a manner consistent with the Regulations the General Partner determines is consistent with the purposes and intentions of this Agreement. The items to be so allocated shall be determined in accordance with Sections 1.704-2(1)(6)and 1.704-20)(2)of the Regulations. This subparagraph 10(c)(ii)is intended to comply with the minimum gain Chargeback requirement in Section I.704-2(f)of the Regulations and shall be interpreted consistently therewith. (iii) Partner Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(i)(4)of the Regulations,notwithstanding any other provision of this Paragraph 10, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any taxable year,each Partner who has a share of the Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Section 1.704.2(i)(5)of the Regulations shall be specially allocated items of Partnership income and gain for such taxable year(and, if necessary, subsequent taxable years)in an amount equal to such Partner's share of the net decrease in Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(4) in a manner consistent with the Regulations the General Partner determines is consistent with the purposes and intention of this Agreement. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Sections 1.704-2(i)(4)and.1.704-20)(2)of the Regulations. This subparagraph 10(c)(iii)is intended to comply with the minimum Chargeback requirement in Section 1.704-2(i)(4)of the Regulations and shall be interpreted consistently therewith. (iv) In the event any Partner unexpectedly receives any adjustments,allocations or distributions described in Section 1.704-1(b)(2)(ii)(d)(4), Section 1.704-2(b)(2)(ii)(d)(5)or Section 1.704-2(b)(2)(ii)(d)(6)of the Regulations, items of Partnership income and gain shall be specially allocated to each such Partner in an amount and manner sufficient to eliminate,to the extent required by the Regulations, the Adjusted Capital Account Deficit of such Partner as quickly as possible,provided that an allocation pursuant to this subparagraph 10(6)(iii)shall be.made only if and to the extent that such Partner would have an Adjusted Capital Account Deficit after all other allocations provided for in this Paragraph 10 have been tentatively made as if this subparagraph 10(c)(iv)were not in this Agreement. -6- (v) Partner Nonrecourse Deductions. Any Partner Nonrecourse Debt for any taxable year shall be specially allocated to the Partner who bears the economic risk of loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Regulations Section 1.704-(i)(1). (vi) Nonrecourse Deductions. Nonrecourse Deductions for any taxable year shall be specially allocated one percent(1%)to the General Partner and ninety- nine percent(99%)to the Limited Partners. Solely for purposes of determining a Partner's proportionate share of the"excess nonrecourse liabilities"of the Partnership within the meaning of Regulations Section 1.752-3(a)(3), the Partners' Interests in Partnership profits are as follows: General Partner[s] one percent (1%)and Limited Partners ninety-nine percent(99%)(in proportion to their Partnership Interests). (vii) Special General Partner Allocation. Notwithstanding anything herein to the contrary, the General Partner shall be allocated at least one percent(1 %) of all Profits and Losses. (d) Definitions. The following definitions apply wherever used in this Agreement: (i) Minimum Gain. "Afinimum Gain"shall be determined by computing(in a manner consistent with Section 1.704-1(b)(4)(iv)of the Regulations)with respect to each nonrecourse liability of the Partnership,the amount of gain that would be realized by the Partnership if it disposed of the Partnership property subject to such liability in a taxable transaction in full satisfaction thereof,aggregating the amounts so computed. (ii) Qualified Income Offset Item. "Qualified Income Offset Item"means(A)allocation of loss or deduction that,as of the end of each year,reasonably is expected to be made(1)pursuant to Section 704(e)(2)of the Code to a donee of an interest in the Partnership, (2)pursuant to Section 706(d)of the Code as a result of a change in any Partner's interest in the Partnership, and(3)pursuant to Regulation Section 1.75 1-1(b)(2)(ii)as a result of a distribution by the Partnership of unrealized receivables or inventory items and(B)a distribution that,as of the end of such year,reasonably is expected to be made to such Partner to the extent it exceeds offsetting increases to such Partner's Capital Account which reasonably are expected to occur during or prior to the Partnership taxable year in which such distribution reasonably is expected to occur. (iii) Adjusted Assets. "Adjusted Assets" refers to assets of the Partnership,including but not limited to property(real or personal,tangible or intangible), accounts receivable,accounts payable, or other accrued but unpaid items, the fair market value of which at the time of the contribution of the asset to the Partnership or at the time of a Revaluation Event is different from its adjusted tax basis at the time of the contribution or Revaluation Event. (iv) Revaluation Event. A"Revaluation Event' is any event described in subparagraphs(A),(B),(C)or(D)below which the General Partner designates as a Revaluation Event. -7- (A) A contribution of money or other property(other than a de minimus amount) to the Partnership by a new or existing Partner as consideration for an interest in the Partnership,or (B) Liquidation of the Partnership or a distribution of money or other property (other than a de minimus amount)by the Partnership to a retiring or continuing Partner as consideration for an interest in the Partnership,or (C) The termination of the Partnership for Federal income tax purposes pursuant to Section 708(b)(1)(13)of the Code,or (D) Any other event described in Section 1.704-1(b)(2)(iv)(D(5)of the Regulations. (v) Code. "Code"refers to the Internal Revenue Code of 1986 as may be amended. (vi) Regulations. "Regulations"refers to Federal Income Tax Regulations as of January 1,2002. (vii) Depreciation. "Depreciation"means the depreciation, amortization, or other cost recovery deductions allowable to the Partnership for each Fiscal Year as determined by the regular accountant for the Partnership for Federal tax purposes;provided, however, that if an asset is carried on the books of the Partnership at a value other than its remaining tax basis,then Depreciation shall be determined by the General Partner within the guidelines set forth in Section 1.704(b)(2)(iv)(g)(3)of the Regulations. (viii) Book Value. "Book Value"refers to the value of an asset on the books of the Partnership as determined by the Partnership's regular certified public accountant. (ix) Partner Nonrecourse Debt. "Partner Nonrecourse Debl' has the same meaning as the term"partner nonrecourse debt' set forth in Section 1.704-2(b)(4) of the Regulations. (x) Partner Nonrecourse Debt Minimum Gain. "Partner Nonrecourse Debt Minimum Gain"means an amount,with respect to each Partner Nonrecourse Debt,equal to the Partnership Minimum Gain that.would result if such Partner Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordance with Section 1.704-2(i)(3)of the Regulations. (xi) Partner Nonrecourse Deductions. "Partner Nonrecourse Deductions"has the same meaning as the term"partner nonrecourse deductions"set forth in Sections 1.704-2(i)(1)and 1.704-2(i)(2)of the Regulations. (xii) Partnership Minimum Gain. "Partnership Minimum Gain"has the meaning set forth in Sections 1.704-2(d)of the Regulations. -8- (xiii) Adjusted Capital Account Deficit, "Adjusted Capital Account Deficit'means, with respect to any Partner,the deficit balance, if any, in such Partner's Capital Account as of the end of the relevant taxable year,after giving effect to the following adjustments: (A) Credit to such Capital Account any amounts which such Partner is obligated to restore pursuant to any provision of this Agreement or is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704-2(g)(I)and 1.704-2(1)(5); and (B) Debit to such Capital Account the items described in Sections 1.707-1(b)(2)(ii)(d)(4), 1.704-I(b)(2)(ii)(d)(5),and 1.704-1(b)(2)(ii)(d)(6)of the Regulations. The foregoing definition of Adjusted Capital Account Deficit is intended to comply with the provisions of Section 1.704-1(b)(2)(ii)(d)of the Regulations and shall be interpreted consistently therewith. 11. Powers and Obligations of General Partner. (a) The General Partner shall have full power of management and control of the Partnership business and all of the rights and powers provided by the Act.In addition,the General Partner shall have the power to take the following action on behalf of the Partnership,which acts shall be binding on the Partnership,without any further consent from the Limited Partners: (i) lease all or any part of the Real Property; (ii) sell,assign,tease,transfer and/or convey, in whole or in part, any interest in any property owned or leased by the Partnership, real or personal including, without limit, the Real Property and,in connection therewith,to execute for and on behalf of the Partnership any deeds, bills of sale, leases, agreements,assignments,stock powers and other documents; (iii) make all decisions which the Partnership is entitled to make as a partner,joint venturer, beneficiary or shareholder in or of any partnership,trust,joint venture or corporation and to vote on behalf of the Partnership as a partner,joint venturer, beneficiary or shareholder in or of any partnership,trust,joint venture or corporation in person, by proxy or by an agent appointed to do so in its place and stead; (iv) borrow money on behalf of the Partnership(including, without limit,the power to borrow from Partners)on such terms and conditions as the General Partner shall deem appropriate and,in connection with any borrowings,to execute for and on behalf of the Partnership bonds,notes, mortgages, security agreements, guaranties, financing statements,assignments and other agreements and documents evidencing the Partnership's obligation to repay such borrowings and creating liens on or otherwise affecting any property owned by the Partnership and extensions,renewals, and modifications thereof,and to prepay, in -g. whole or in part, refinance, recast, increase,modify,confess judgment upon,or extend any indebtedness of the Partnership; (v) employ,on behalf of the Partnership,such persons or entities(including, without limit, the General Partner or any other Partner and/or persons and/or entities affiliated with,or controlled by,any such Partner)as the Genera) Partner,in its sole discretion,shall deem advisable for or in connection with the operation and management of the business of the Partnership and for the performance of accounting,legal and other professional services; the terms"affidiate","affiliated with"and their derivatives,whenever used in this Agreement,shall have the meanings ascribed to such terms in to the Pennsylvania Securities Act and shall include spouses and issue; (vi) determine when and in what amounts distribution's shall be made in accordance with Paragraph 9 of this Agreement,subject to the terms of such Paragraph 9; (vii) file on behalf of the Partnership all required local,state and federal tax returns relating to the Partnership or any property which the Partnership may acquire and to make or fail to make,in its sole discretion,any and all elections required or permitted to be made by the Code,or the regulations thereunder or by the laws governing any state or local income tax-, (viii) consent to the admission of substitute or new limited partners without regard to the requirements of Paragraph 13 of this Agreement; (ix) cause the Partnership itself to enter into joint ventures and partnerships with others(including,without limit,insurance companies and other financial institutions);and/or acquire shares of stock(whether registered or unregistered) in corporations (whether closely held or publicly traded);and/or acquire shares of beneficial interest(whether registered or unregistered) in investment trusts(whether closely held or publicly traded); and (x) do any and all things deemed necessary or advisable by the General Partner to carry out the purposes of the Partnership as hereinabove set forth and to execute,acknowledge,deliver, file and record any and all agreements or instruments to effect the foregoing. (b) Notwithstanding any provision of this Agreement (except for Paragraph 13 of this Agreement)or anything to the contrary at law or in equity, the written consent of the General Partner and of Limited Partners whose Partnership Interests aggregate not less than seventy-five percent(75%)of all Limited Partnership Interests is required to amend, modify or supplement this Agreement; provided, however, that, except as otherwise provided in Paragraph 13 of this Agreement,a Partner's Partnership Interest,obligation to make capital contributions,and/or a Partner's distribution pursuant to Paragraphs 9 and 15 of this Agreement shall be changed without the consent of such Partner. (c) It is the understanding of the Partners that the General Partner may permit a default by the Partnership on any agreement to which the Partnership is a party or by which hich it is bound(including, without limit,agreements, leases,deeds, mortgages, notes, bonds, -10- assignments, stock powers and other forms of contracts)without making or obtaining capital contributions or loans to the Partnership to cure such default and may transfer the assets of the Partnership in connection with the enforcement of any such obligation without any further approval of the Limited Partners. (d) Any documents to be executed on behalf of the Partnership including, without limit,agreements, leases, deeds, mortgages, notes, bonds,assignments, stock powers and other forms of contracts,and all amendments,modifications or rescissions of any of them,shall be binding upon and considered as authorized for the Partnership when signed on its behalf by the General Partner or by such other person or persons as the General Partner shall specify in writing. (e) The General Partner shall devote such time, and only such time,to the Partnership business as it deems necessary and may engage in such other business and invest to such other enterprises, properties or projects(even if competitive with the interests of the Partnership)as it may choose. The Limited Partners shall have no right to acquire any interest in such other enterprises,business or investments by virtue of their status as limited partners in the Partnership. Reasonable compensation shall be paid to the General Partner for such time or the rendition of such services, and the General Partner shall be entitled to charge the Partnership,or to be reimbursed by the Partnership,for all expenses reasonably incurred by it in connection with Partnership business. (f) The General Partner shall have no liability to the Partnership or the Partners for any failure or misfeasance on the part of the General Partner whatsoever including, without limit,a failure or misfeasance with respect to the General Partner's obligations under this Agreement. The Partners recognize that innumerable decisions will have to be made by the General Partner during the term of the Partnership which will require the General Partner to exercise broad discretion. Accordingly, each of the Partners hereby waives his or its right to institute any legal proceeding of any kind whatsoever against the General Partner for any action taken by the General Partner, except for willful failure or willful misfeasance or criminal conduct. This provision shall extend to,and the General Partner shall not be deemed to have breached any fiduciary duty on account of,any good faith allocation or other determination by the General Partner under Paragraph 10 of this Agreement. 12. Rights of Limited Partners. Limited Partners shall have no right to take part in the conduct or control of the Partnership business,except to the extent permitted under the provisions of the Act,and shall have no right or authority to act for or bind the Partnership. Notwithstanding anything in this Agreement to the contrary,the liability of each Limited Partner in the Partnership shall be limited in the manner provided for in the Act. 13. Disposition or Transferability of Partnership Interests (a) No Partner shall sell,transfer,donate,assign or encumber his or its interest in the Partnership,or any part thereof, except as specifically permitted by the provisions of this Paragraph 13. -11- (b) Purchase of Partnership Interests. In the event that any of the Limited Partners in the Partnership dies or desires to withdraw from the Partnership, either the Partnership or the remaining surviving Limited Partners(the"Surviving Partners')(the Surviving Partners shall have the sole right to determine whether in each case it shall be the Partnership or the Surviving Partners or any combination thereof)shall purchase all (but not less than all)of the Partnership Interest attributable to such Limited Partner at the price and upon the terms hereafter set forth in this subparagraph 13(b)or shall terminate and liquidate the Partnership business. For purposes of subparagraph 13(b)of this Agreement, a Limited Partner whose Partnership Interest is subject to being purchased pursuant to the provisions of this subparagraph 13(b)is sometimes referred to as the"Transferor Partner". (i) In the event the Surviving Partners elect to acquire the interest of the withdrawing or deceased Partner, the purchase price for a Partner's Partnership Interest hereunder shall be that Partner's proportionate share of the book value of the Partnership assets less all liabilities of the Partnership as determined by the certified public accountants regularly retained by the Partnership. For this purpose,the fair market value of all real estate held by the Partnership shall be determined by an appraisal by a member of the American Institute of Real Estate Appraisers mutually agreeable to the withdrawing Partner or the personal representative of the estate of the deceased Partner and the Surviving Partners, or if no agreement is reached,by a panel of three(3)such appraisers,one to be selected by the withdrawing Partner or the personal representative of the estate of the deceased Partner,one to be selected by the remaining Partner,and one to be selected by the two appraisers so selected. The fair market value thus determined shall be substituted for the book value of such Partnership real estate on the Partnership balance sheet. (ii) The closing of any purchase made pursuant to subparagraph 13(b)of this Agreement shall be held at such place as the General Partner shall specify. The exact date and time of closing shall be specified in a written notice from the General Partner to the legal representative of the Transferor Partner,but in no event shall it be less than ten(10)or more than ninety(90)days after the date on which the General Partner has actual notice of the event giving rise to such acquisition. (iii) Method of Payment. Twenty(20%)percent of the purchase price of the Transferor Partner's interest in the Partnership shall be paid within thirty (30)days of the determination of the fair market value of the Partnership real estate. The balance of the purchase price shall be paid in nine(9)equal annual installments commencing one(1)year after the initial payment. The obligation shall bear interest as of the date of death or the date of withdrawal,as applicable,and shall be secured by a promissory judgment note executed by the Partnership and the remaining Partners. The interest rate shall be determined pursuant to Section 1274(d)(2) of the Internal Revenue Code of 1986,and shall be the federal long-term rate determined under Section 1274(d)(2), plus one(1%)percent,at the time of determination as provided hereinabove. (iv) Closing Deliveries. At the closing, the seller or sellers of the Transferor Partner's Partnership Interest shall deliver to the purchaser thereof all documents reasonably requested by the purchaser to evidence and reflect the transfer of the Partnership Interest being sold,which documents shall contain warranties relating to the seller's good and .12- marketable title to, and the absence of any encumbrances on,the Partnership Interest being transferred. (c) Upon the death or withdrawal of a Limited Partner,if the Partnership and the remaining surviving Limited Partners elect not to purchase all of the interest of the deceased or withdrawing Limited Partner, the remaining Surviving Limited Partners shall proceed with reasonable promptness to liquidate the business of the Partnership. The remaining surviving Limited Partners and the estate of the deceased Limited Partner,in the event of a deceased Limited Partner, shall share in the Profits and Losses of the business during the period of liquidation in the same proportion in which they share such Profits and Losses prior to the death of the deceased Limited Partner. A withdrawing Limited Partner shall not share in any Profits,but shall share in Losses incurred during the period of liquidation. (d) In the case of a composition with creditors,an assignment for the benefit of creditors,the reorganization or bankruptcy of a Limited Partner under any federal or state law, the General Partner or the Partnership shall have the right to purchase the Partnership Interest of such Limited Partner by giving written notice thereof to such Limited Partner or its legal representatives within forty-five(45)days after the General Partner shall have received actual notice of such composition,assignment,bankruptcy or reorganization. The purchase price payable for the Partnership Interest of such Limited Partner shall be an amount equal to the value of such Partnership Interest on the date of the event giving rise to the option described in this subparagraph 13(d). For the purposes of this subparagraph 13(d),the value of such Partnership Interest shall be determined in the same manner in which the purchase price for a Transferor Partner's Partnership Interest is determined pursuant to the provisions of subparagraphs 13(b)(ii) and 13(b)(iii)of this Agreement,except that the appraiser described in subparagraph 13(b)(iii) shall be selected by the General Partner and not in accordance with the procedure described in subparagraph 13(b)(iii)(A). Closing on the acquisition of such a Partnership Interest shall occur on the date and at the time and place designated in the notice by which the General Partner or.the Partnership shall have exercised the option to purchase such Partnership Interest,but the closing shall not be less than ten(10)days or more than forty-five(45)days after the date of such notice. The purchase price shall be payable at closing in the same manner and on the same terms as are described in subparagraph 13(b)(v)of this Agreement. (e) Without the consent of all Limited Partners,no additional person may be admitted as a Limited Partner. Upon consent of all Limited Partners a Limited Partner may transfer such Limited Partner's Partnership Interest in accordance with paragraph 13. (f) The General.Partner may from time to time transfer portions of its interest in the Partnership in accordance with the provisions of this Paragraph 13. No person or entity may become a general partner in the Partnership,except with the prior written consent of all Limited Partners. (g) In the case of a transfer of all or a part of a Partnership Interest permitted hereunder to a transferee who does not become a Partner in the Partnership(the "transferred interest'), (A)the transfer shall have the effect of transferring only the share of Profits and Losses and distributions attributable to the transferred interest,(I3)the transferor shall .13- remain a Partner in the Partnership with respect to the transferred interest unless he is deceased, and(C)the transferor shall not be relieved of any of his obligations as a Partner. (h) Any transferee admitted as a Partner with respect to a transferred interest shall,except as otherwise provided in this Agreement, have all of the rights,powers and obligations of his transferor with respect to the transferred interest. (i) Notwithstanding anything in this Agreement to the contrary,every transferee of a Partnership Interest who is to become a Partner with respect to a transferred Partnership Interest shall (whether or not he is a party hereto): (i) (A) assume all of the obligations of his predecessor under this Agreement with respect to which such transferee is to be obligated pursuant to the terms of subparagraph 13(g)of this Agreement;and (B) if a Partner shall have acted as guarantor with respect to this Partnership for purposes set forth in Paragraph 5 of this Agreement,any transferee of such Partner,and/or his respective successor in interest in the Partnership, shall assume any and all of the obligations and/or liabilities of his predecessor required pursuant to the terms of such guaranty(the"Guaranty"); (ii) deliver to the General Partner a statement acknowledging the assumption of such liability and that the transferee has read the provisions of this Agreement (and the Guaranty,if applicable)and intends to be legally bound as a Partner by all the terms and conditions of this Agreement(and the Guaranty, if applicable)and any modifications thereof, and (iii) pay all reasonable expenses in connection with such transfer, including but not limited to the cost of the preparation, filing and publishing of any of amendment to the Partnership's Certificate of Limited Partnership necessary or desirable in connection therewith. (j) Except to the extent provided for in this Agreement,no Partner shall have the right to receive a return of his contributions upon the dissolution of the Partnership or receive any distributions from the Partnership at any time. (k) The Limited Partners acknowledge and confirm that the Limited Partnership Interests acquired by them hereunder(i)have not been registered under the Securities Act of 1933 and, consequently, transfer of such interests may be made only pursuant to such Act and the rules thereunder and(ii)have not been registered under the Pennsylvania Securities Act. Notwithstanding the provisions of this Paragraph 13, no transfer of any Limited Partnership Interest shall be made except pursuant to an exemption from registration under the foregoing federal and state securities laws. (1) If any Partner shall attempt or purport to transfer his Partnership Interest,or any part thereof or interest therein,in violation of this Paragraph 13, any such attempt or purported transfer shall be null and void and of no legal effect and deemed to be a default hereunder. The Partners agree that notwithstanding the extraordinary nature of the following, -14- because of the uniqueness of this Partnership,no Partner can be adequately compensated in money damages for a breach by any other Partner of this Paragraph 13. Therefore,each Partner agrees that if any Partner attempts to effect or suffers to occur a purported transfer in violation of this Paragraph 13,the non-transferring Partners,or any of them, in addition to any other remedies available under this Agreement or at law, in equity, or otherwise, may seek to enjoin such a purported transfer,and the transferring Partner, for himself and his personal representatives, agrees to submit to the jurisdiction of any court of equity in the Commonwealth of Pennsylvania or elsewhere and to be bound by any order of such a court enjoining such an attempted or purported transfer. (m) Notwithstanding anything to the contrary in this Agreement or otherwise,no Partner shall transfer its Partnership Interest or any part thereof if such transfer, either alone or when taken together with other transfers theretofore made or to be made substantially simultaneously therewith, would result in a transfer tax becoming payable by the Partnership, unless such Partner shall have either(i)agreed to pay the transfer tax and posted the full amount thereof with the General Partner,to be used by the Partnership to pay the tax; or(ii) obtained the agreement of all Partners that the Partnership and not the transferring Partner bear the cost of any such transfer tax. 14. Dissolution of the Partnership. (a) The Partnership shall be dissolved upon the first,to occur of the following events listed in this subparagraph 14(a): (i) the occurrence of any of the following events listed in this subparagraph 14(a)(i)relating to a general partner of the Partnership at a time when there are no other general partners in the Partnership, unless the Partnership is continued without dissolution in accordance with the provisions of subparagraph 14(c)of this Agreement: (A) the bankruptcy or reorganization of a general partner; (B) an assignment by a general partner for the benefit of its creditors or a composition or similar arrangement by a general partner with its creditors; (C) a general partner shall have gone out of existence (other than as a result of a merger or acquisition in which the successor in interest to the General Partner shall have become a substitute General Partner in accordance with the provisions of this Agreement); (D) the death or insanity of a general partner, or the retirement or withdrawal from the Partnership of a general partner as a general partner;or (E) subject to the provisions of this Agreement,the occurrence of any other event of withdrawal of a general partner under the provisions of the Act. (ii) at such time as the General Partner shall determine; -15- (iii) upon the sale or other disposition of all or substantially all of the assets of the Partnership; (iv) upon the occurrence of any event causing a dissolution of the Partnership under the Act other than those specified above in this Paragraph 14; or (v) December 31,2099. (b) Upon the dissolution of the Partnership pursuant to subparagraphs 14(a)(i)or 14(iv),the Partnership will dissolve unless the General Partner consents(or,if the General Partner shall have gone out of existence or withdrawn from the Partnership,the remaining Partners agree)to the reconstitution of the Partnership,in which event the Partnership shall be reconstituted and the Partners, including any new Partner admitted pursuant to Paragraph 13, shall continue the Partnership as a successor Partnership(the"Successor Partnership")operating under the terms and conditions of this Agreement. (c) Should any of the events listed in subparagraph 14(a)(i)occur at a time when there are no other general partners in the Partnership,the Limited Partners shall have the right,within ninety(90)days after.such event,by the agreement in writing of Limited Partners whose Partnership Interests aggregate not less than seventy-five percent(75%) to admit one or more new general partners to the Partnership,which new general partner(s)may be from among any Limited Partners with the consent of such Limited Partner,and in each case such new general partner shall be admitted as of the date of the event giving rise to the Limited Partners' right to admit a new general partner. If the Limited Partners admit a new general partner in the manner described above,or if at the time of any event listed.in subparagraph 14(a)(i)there are other general partners in the Partnership,the Partnership shall not dissolve as a result of such event;instead, the business of the Partnership shall be continued by the new or remaining general partners without dissolution. (d) No Partner shall have a right to recover any money or other property from the Partnership or the Partners at the time of such dissolution or thereafter,except as provided in this Agreement. 15. Liquidation of the Partnership. Except as provided in subparagraph 14(b)of this Agreement, upon the dissolution of the Partnership, the General Partner or,if there be none,the Limited Partners shall wind up the Partnership's affairs by completing any business then in progress, liquidating its assets to the extent practicable and applying its funds and remaining assets in the following order of priority: (a) first,the expenses of liquidation and the liabilities of the Partnership(excluding all loans and advances owed to Partners)shall be paid or adequate provision therefor shall be made; (b) second,all loans and advances(including interest) owed to the Partners shall be paid or adequate provision therefor shall be made,pro rata in the amounts owed to the respective Partners. -16- Thereafter, the balance, if any,shall be distributed among the Partners having positive Capital Accounts pro rata in proportion to such Capital Accounts, first taking into account all capital account adjustments under this Agreement with respect to the taxable year during which the liquidation occurs. Where appropriate, Capital Accounts shall be adjusted as if assets in kind held by the Partnership at dissolution were sold for their then Fair Market Value and gain or loss therefrom were allocated under Paragraph 10. 16. Events of Default. (a) The following events shall be deemed to be events of default by a Limited Partner: (i) Failure of a Limited Partner to make when due any contribution or advance required to be made under the terms of this Agreement and the continuance of such failure for a period of ten(10,)days after written notice thereof. (ii) Violation of any of the other provisions of this Agreement and failure to remedy or cure such violation within ten(10)days after written notice thereof. (iii) Any attempted transfer of the Limited Partnership Interest of a Limited Partner other than as specifically permitted by this Agreement. (13) NOTICE OFDEFAULT. ON THE OCCURRENCE OF ANY EVENT OF DEFAULT AS SET FORTH ABOVE,THE OTHER LIMITED PARTNER MAY NOTIFY THE DEFAULTING LIMITED PARTNER BY CERTIFIED MAIL ADDRESSED TO HIS PRINCIPAL PLACE OF BUSINESS OR LAST KNOWN ADDRESS THAT HE IS IN DEFAULT UNDER THE TERMS OF THIS AGREEMENT AND THAT HE HAS TEN (10)DAYS TO CURE SAID DEFAULT. WHILE SUCH DEFAULT IS CONTINUING,THE DEFAULTING LIMITED PARTNER SHALL HAVE NO RIGHT TO VOTE IN ANY MATTER OF LIMITED PARTNERSHIP BUSINESS,AND THE DEFAULTING LIMITED PARTNER'S OWNERSHIP INTEREST IN THE LIMITED PARTNERSHIP SHALL NOT BE CONSIDERED IN ANY LIMITED PARTNERSHIP VOTING REQUIREMENT. (e) Effect of Failure to Cure Default. Upon the failure of the defaulting Limited Partner to cure the default within said ten(10)day period, the remaining Limited Partner, shall have the right,but not the obligation, as more fully set forth in Paragraph 13,to purchase the interest of the defaulting Limited Partner,as if the defaulting Limited Partner shall have withdrawn. 17. Books and Records. (a) Full and accurate books of the Partnership shall be maintained at the Partnership's principal place of business, showing all receipts and expenditures,assets and liabilities, profits and losses and all other records necessary for recording the P'artnership's -17- business and affairs. Such books and records shall be open to the inspection and examination of all Partners or their duly authorized representatives at reasonable times. (b) The Partnership shall cause to be prepared by certified public accountants employed by the Partnership, as promptly as practicable after the end of each fiscal year,a balance sheet of the Partnership and statement of income and surplus and sources and applications of funds of the Partnership for such year,all in reasonable detail, together with a statement of such accountants showing(except as otherwise provided below) the amount of net income, net loss,capital gain or other items allocable to each Partner,for Federal,state and local income tax purposes. Such operating statement need not be audited or certified except at the request and the expense of any Limited Partner. Each Limited Partner shall receive a copy of such operating statement as soon as it shall be available. Each Limited Partner shall,upon request,receive copies of all reports and communications recorded by the Limited Partnership. (c) (i) Each Partner's Capital Account shall be equal to its initial capital contribution, (A)increased by all capital contributions by such Partner,and Profits allocated to such Partner, and(B)decreased by all Losses allocated to such Partner and all distributions to such Partner of cash or property.Property contributed or distributed by the Partnership shall be valued at its fair marketvalue, net of liabilities secured by the contributed or distributed property. (ii) The Partnership's fiscal year and tax year shall be the calendar year. (iii) For the purposes of determining the balance in a Partner's capital account and for all purposes of this Agreement,this Partnership and any Successor Partnership formed pursuant to the terms hereof shall be considered one continuous Partnership. (d) The General Partner is designated as the tax matters partner,as defined in Section 6231 of the Code,and as such shall perform all duties and functions within the contemplation of Sections 6223,6224,6226, 6228 and 6234 of the Code in connection with any administrative proceeding by the Internal Revenue Service(or any taxing authority)or ensuing judicial proceeding regarding a tax return of the Partnership. The General Partner shall,in its sole discretion,determine whether to make any available tax election,including the elections provided for in Section 168 of the Code. The General Partner shall determine whether to elect under Section 754 of the Code to cause the basis of Partnership property to be adjusted for United States federal income tax purposes as provided by Section 734 and 743 of the Code,but the General Partner may seek to revoke this election if it determines that such revocation is in the best interest of the Partners. (e) Notwithstanding anything herein to the contrary,generally accepted accounting principles may be used by the Partnership for financial reporting purposes to the extent such principles differ with the rules set forth above in this Agreement;provided, however, that the rules set forth above in this Agreement shall control,rather than such generally accepted accounting principles, for purposes of making all determinations under this Agreement (including,without limit,determinations of profit or loss and determinations of the balance in Partners' capital accounts). -18- (f) No Partner shall have any obligation to eliminate a deficit balance in his Capital Account or to bring his Capital Account into any particular parity with other Partners' Capital Accounts at any time merely in order to eliminate such deficit balances or to create such parity. However,the provisions of the immediately preceding sentence shall not be deemed to limit any obligation a Partner has under any other provision of this Agreement. (g) The Partnership shall make the election under Section 754 of the Code at such times and in such manner as the General Partner shall determine as being necessary to obtain all of the benefit provided by such Section 754;provided that neither the Partnership nor any Partner(including the General Partner)shall be held responsible or liable for the failure to make such election if he is not informed of the event giving rise to an adjustment for which such election is needed within thirty(30)days after the close of the fiscal year of the Partnership within which such event occurs. 18. Payments to Related Parties. The fact that any Partner is directly or indirectly interested in or affiliated or connected with or is itself a person,firm or corporation employed by the Partnership to render or perform a service,or from which or whom the Partnership borrows money or buys merchandise,material or other property, shall not prohibit the Partnership from employing such person, firm or corporation or from otherwise dealing with him or it upon either(i)their usual reasonable terms and conditions or(ii)terms and conditions comparable to those available from unaffiliated third parties. Notwithstanding the foregoing,the Partners acknowledge and confirm that the General Partner shall cause the Partnership to retain the General Partner to render various management services to the Partnership in connection with its assets upon either(i)its usual reasonable terms and conditions or(ii)terms and conditions comparable to those available from unaffiliated third parties. 19. Reimbursement. The Partnership shall promptly indemnify,defend and save each Partner harmless from and against any loss,claim,damage or liability(including court costs and attorneys' fees) incurred by him (or which could be incurred by him but for this indemnity)as a result of being liable for the liabilities of the Partnership as a Partner or as a result of any authorized act performed by such Partner on behalf of the.Partnership,but such indemnity shall be limited to the assets of the Partnership and shall not extend to the assets of any Partner other than his Partnership Interest. 24. Certificates,Documents,Execution. Each Partner shall execute,with acknowledgment or affidavit,if required, all documents and writings which may, in the opinion of the General Partner,be necessary or expedient in the creation of the Partnership and the achievement of its purposes including,without limit,the Certificate of Limited Partnership and all amendments thereto,as well as any cancellation thereof. In addition,each Limited Partner hereby constitutes and appoints the General Partner and any successor(s) in interest to the general partnership interest with full power of substitution,as each Limited Partner's true and lawful attorney-in-fact,to execute,acknowledge, file and record in his name,place and stead all such documents and writings. Such power of attorney is coupled with an interest, is irrevocable, and shall survive the death of any Limited Partner. Such power of attorney shall also survive the delivery of an assignment by any Limited Partner of all or any portion of his Limited Partnership Interest, until an assignee of such Limited Partnership has been accepted as a substitute Limited Partner and has complied with the provisions of Paragraph 13 of this Agreement,after which the -19- said power of attorney of the assignor shall survive the delivery of such assignment for the sole purpose of enabling the General Partner to execute,acknowledge and file any and all instruments necessary to effectuate such substitution. Any substitute Partner shall be deemed to have granted the aforesaid power of attorney at the time such Partner personally executes and acknowledges an amended Certificate of Limited Partnership pursuant to Paragraph 13 of this Agreement. 21. Amendment. Except as otherwise provided in this Agreement, this Agreement may be amended only by an instrument in writing signed by(i)the General Partner and(ii)Limited Partners holding, in the aggregate,seventy-five percent(75%) or more of the Limited Partnership Interests held by all Limited Partners. All prior agreements between the parties with respect to the subject matter hereof are hereby superseded and terminated. 22. Notices. All notices and other communications required or permitted to be given or delivered hereunder shall be in writing and shall be deemed to have been given on the postmark date of mailing by United States mail,postage prepaid,registered or certified,return receipt requested,addressed to the Partner intended at the address set forth on Schedule A or such other address addresses as he may designate by notice given to the other parties in the manner aforesaid: 23. Entire Agreement,etc. (a) This written Agreement embodies the entire agreement of the parties to this Agreement relating to the subject matter of this Agreement and any promise, condition, representation or warranty,expressed or implied,not set forth in this Agreement shall not bind any party with respect to the subject matter of this Agreement. The agreements set forth in this Agreement supersede any agreements set forth in the Certificate of Limited Partnership. (b) A waiver at any time of compliance with any of the terms and conditions of this Agreement shall not be considered a modification,cancellation or waiver of such terms and conditions or of any preceding or succeeding breach of this Agreement unless expressly so stated. (c) If any provision of this Agreement is held to be invalid,such provision shall not affect the remaining provisions of this Agreement which shall continue in full force and effect. (d) Wherever used in this Agreement,the masculine, feminine and neuter pronouns shall be fully interchangeable,and the singular shall include the plural where the context so requires and vice versa. (c) Each party does hereby waive any right to partition or the right to take any other action which might otherwise be available to such party for the purpose of severing his relationship with the Partnership or such party's interest in the property held by the Partnership from the interests of the other parties until the end of the combined terms of this Partnership and all successor Partnerships formed pursuant to Paragraph 14 of this Agreement; provided,however,that this provision shall not limit a Partner's rights pursuant to Paragraph 13 of this Agreement. -20- (f) Any statutory references in this Agreement shall include a reference to any successor to such statute and/or to the referenced provision of such statute. (g) If any notice,payment,closing or other action is to occur by the terms of this Agreement on a day or on or before a day that is a Saturday, Sunday or a legal holiday under the laws of the United States of America or the Commonwealth of Pennsylvania, such action shall be taken on or before(as the case may be)the closest day thereafter that is not a Saturday, Sunday or such legal holiday. (b) This Agreement and the Partnership are and shall be governed by the laws of the Commonwealth of Pennsylvania. 24. Binding Effect This Agreement shall,subject to the provisions of Paragraph 13 of this Agreement, inure to the benefit of and be binding upon the parties hereto and their respective heirs, legal representatives,successors and assigns. IN WITNESS WHEREOF,this Agreement has been duly executed by the parties this 6th day of December,2004. GENERAL PARTNER: ARCHER REED MANAGEMENT CO., LLC BY � t" Je Woodworth, Member By: 4[�— tG on, Steve Sorem,Member " _ y By: 24't�—f i,rc1��Zu�`� Rob Woodwo6l, Member LIMITEDD PARTNERS: qJn Woodworth Steve oxem Rob Woodworth -21- 2012 Ford Escape XLS Sport Utility 4D Trade In Values - Kelley Blue Book Page 1 of 2 `r Q ZIP CODE:17241 1 Sign in(or Sign up) Home I Car Values [ Cars for Sale I Car Reviews I Awards&Top 14s I Research Tools Popular at KBB.com 1 10 Best SUVs Under$25,000 FvAlertlseMenc why ads? 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SMITH 115 [,,y%dj'Lpa1Y �• LINCOLN .r Sell Your Current Car Reach millions of buyers on KBB.com and AutoTrader.com s — Place an ad Good Condition Private Party Values valid for your area through v tJeai melt why ads-, 12/11/2014 l"rack this car's values LEM 2015 SONATA UWMV Tell Us About This Car • $500 + 11500 Owners like you rated the 2012 Escape 8.3 out Write your own review of 10. 0111, Next Steps to Selling Your Car Get an Instant Cash Auto Offer Start your offer 7lraderGi Find dealers ready to buy or trade in your car-today! Benchmark Local Prices See listings See what dealers and private sellers in GEST BUYS 1W ="{moi Brea are asking for your car. u. �' . :, Recently Viewed Cars My Saved Cars Save car for 2015 -- http://www.kbb.com/ford/escape/2012-ford-escape/xls-sport-utility-4d/?condition=good&... 12/9/2014 JPMorgan Chase Statement Period JP1110RCANCHAS6&CO. 401(k)Savings Plan January 01, 2013 ROBERT J WOODWORTH December 31, 2013 Page 1 of 8 Manage Your Account u Web Site Visit our Web Site at the 401(k)Savings Plan Web Center www.MyRewardsAtWork.com Phone the 401(k)Savings Plan Call Center 111111111111,I1II11Alsilold I(Iall 111111111111111lit 614111111111 1-866-576-2401 (International:1-847-857-3000) 00138253 01 AB 0.403 01 TR 00445 JDDSZBI1 000000 ROBERT J WOODWORTH , 1926 MONTEREY DR Mail MECHANICSBURG, PA 17050-8513 r the 401(k)Savings Plan Call Center P.O.Box 419784 Kansas City,MO 64141 Account-at-a-Glance Beginning Balance $150,646.42 Money In 12,640.87 Money Out 0.00 Investment Gain/(Loss) 16,084.96 Transfers In/(Out) (179,37225) Ending Balance $0,00 Vested Balance $0.00 Account Activity by Source Before-Tax Employer Match Match Contribution Total Beginning Balance 92,943.89 41,937.33 15,765.20 150,646.42 Money In 4,940.87 0.00 7,700.00 12,640.87 Money Out 0.00 0.00 0.00 0.00 Transfers lyd(Out) (101,102.66) (52,745.32) (25,524.27) (179,372.25) Investment Gain/(Loss) 3,217.90 10,807.99 2,059.07 16,084.96 Ending Balance 0.00 0.00 0.00 0.00 Vested Percent 100% 1000/0 100% N/A Vested Balance 0.00 0.00 0.00 0.00 n M O Co N en O CQ 2- Rollover IRA of Cll12YZeSSCHWAB ROBERT WOODWORTH CHARLES SCHWAB&CO INC CUST Account Number Statement Period f IRA ROLLOVER 3156.3565 June 1-30,2013 Change in Account Value This Period Year to Date Account Value($)Over Last 12 Months[in Thousands] Starting Value $209,207.66 $216,351.48 Cash Value of Purchases& Sales 1,077.03 23,321.16 3� Investments Purchased/Sold _ (1,077.03) _ (23,321.16) 250 - Deposits&Withdrawals 0.00 (24,918.24) 200 Dbidends&Interest z 323.96 2,973.78 750 Fees&Charges 0.00 0.00 100 Transfers 0.00 0.00 so Income Reinvested 0.00 0.00 0 _ " _- _.. Change in Value 01 Investments (3,619.82) 11,504.78 7112 8112 8112 10112 11112 12112 1113 2/13 3113 4113 6/13 6'13 Ending.Value on 06/3012013_ $205,911.80 $205,911.80. Accrued Interest 574.62 Ending Value with Accrued Interest $206,486.62 l WiT.- w-"INA HU, !Rkln ASSet COtnpOSttIon Market Value %of Account Assets Overview w Gain or(Loss)Summary Deposit Accountsx-z $8,344.60 4% Gain or(Loss)on Investments Sold Fixed iricom_a 27,676.80 13%EThis.Period _,.. $(3,287..45)cjufl Unrealized Gain or(Loss) les 103,057.40 Other Assets - 66,833.00 32'61. ::: All Investments $20,023.31 Total•Assets Long. $205,911.80 Values may not reflect all of your gainshosses. � 1�3 50%EqulBes U. �ri✓482 1 ,-p p Account Notes 13%Fixed Income 32%Other Assets •Accrued Interest Is$574.82 4%Deposit Accounts (X.z1 Schwab has PProvided accurate ppaain and loss Information wherever possible for most investmonts,cost basis date may be Incomplete or unavailable for some of your holdings. Page 4 SVC 13v Please see'Endnotes for Your Account'section for an explanation of the endnote codes and symbols on this statement. g 51,13 ( l ,L DST 00085566 STP673MR2 ,�� z ..__.. ........ JPMORCAN CHA$E&CO , = aum MESSAGES Nrf-Awl NewyokNylom TOLL FREE#1-877-576-2427 ACCESS HR PO BOX 6503 NEWARKDE 19714 11111111111Id111111111lift 111111111111iP9li[lilt]IJill llI'IIII 00778 SPSO Z1 13239-NNNNNNNNNNNN 001633CR6 LSCK ROBERT WOODWORTH THE ESTATE OF C/O JEAN WOODWORTH 1926 MONTEREY DR MECHANICSBURG PA 17050 JP MORGAN CHASE RETIREMENT PLAN 09-01-2013 001633CRS 0023184893 XXX-XX-XXXX ROBERT WOODWORTH THE ESTATE OF FINANCIAL INFORMATION 777-71 Payment Source I Current Amount Deductions Current Amount TRUST.PAY $40,164.33 j s f i TAX DATA Gross Distribution Taxable Amount Employee Contributions Capital Gains Ordinary Income $40,164.33 $40,164.33 $0.00 $0.00 $40,164.33 Unrealized Appreciation Federal Tax Withheld State Tax Withheld I State Tax Code I Local Tax Withheld Local Tax Code $0.00 $0.00 $0.00 $0.00 Other Deductions Rollover Amount Net Check Amount Distribution Gategory Paymenf Reason - $0.00 - $0.00 $40,164.33 " 4-DEATH DEATH BENEFIT Please Detach Before Depositing Check .3PIVIORGr1N CHASE&�©. 31?MORGAN CHASEPMrRF.A4ENT 616007019 1_2 rt.a.H 210 002318489.3 Pable PAY ROBERT WOODWORTH THE ESTATE OF Not ROBERT Prior to: AMOUNT TO THE C/O JEAN WOODWORTH ORDEROF 1926 MONTEREY DR **$40,164.3.3*'" MECHANICSBURG PA 17050 VOID AND WTHOUT RECOURSE IF NOT PRESENTED NITHIN 1 YEAR 001633CR3 FORTY THOUSAND ONE HUNDRED SIXTY-FOUR AND 33 100 DOLLARS PAYEE'MUST PERSONAU.Y ENWRSE ExACCLY AS DRAWN CHECK DRAWN ONJPMOMAN CHASE BANK,NA;NEW YORK,NY -00 SEC1EATt1¢E4 vicu uuc[a rum: r SFfAE[AllS oxBxcs: Audw i2ed Sia-mture n'00 23 &8489311• 402W00020: 6 Irmoo?0 1311, Susquehanna Bank Page 9 P O Box 1000 Date 4 Lititz PA 17543 Account No. 109112628 PH# (800) 311-3182 ARCHER REED DEVELOPMENT CO LP 1926 MONTEREY DR STE 103 MECHANICSBURG PA 17050 8/29/12 Interest Payment Applied 3, 024 . 90 1, 082, 381. 1'5- 2 9/12__ , 082, 381. 1229/12__ Principal_ Payment Applied_ 6., 751.58 _ 1, 075,629.54 10/03/12 Auto Transfer Credit (ACH) 9, 662. 91 1, 075, 629.54 10/03/12 Interest Payment Applied 2, 911.33 1, 075, 629. 54 10/03/12 Principal Payment Applied 6, 751.58 1, 068, 877.96 11/02/12 Auto Transfer Credit(ACH) 9, 744 . 18 1, 068, 877.96 11/02/12 Interest Payment Applied 2, 992.60 1, 068, 877.96 11/02/12 Principal Payment Applied 6, 751.58 1, 062, 126. 38 12/11/12 Late Charge Assessed 481.44 1, 062, 126.38 12/12/12 Auto Transfer Credit (ACH) 9, 628 . 78 1, 062, 126.38 12/12/12 Interest Payment Applied 2, 877 .20 1, 062, 126.38 12/12/12 Principal Payment Applied 6, 751. 58 1, 055, 374 .80 1/04/13 Auto Transfer Credit (ACH) 10, 193 .31 1, 055, 374 . 80 1/04/13 Interest Payment Applied 2, 960.29 1, 055, 374 .80 1/04/13 Principal Payment Applied 6, 751.58 1, 048, 623 .22 1/04/13 Late Charge Payment Applied 481.44 1, 048, 623 .22 1/30/13 Auto Transfer Credit (ACH) 9, 688. 09 1, 048, 623 .22 1/30/13 Interest Payment Applied 2, 936 . 51 1, 048, 623 . 22 1/30/13 Principal Payment Applied 6, 751. 58 1, 041, 871.64 2/20/13 Auto Transfer Credit (ACH) 9, 383 . 99 1, 041, 871.64 2/20/13 Interest Payment Applied 2, 632.41 1, 041, 871. 64 2/20/13 Principal Payment Applied 6, 751. 58 1, 035, 120 . 06 3/27/13 Auto Transfer Credit (ACH) 9, 642 . 99 1, 035, 120 . 06 3/27/13 Interest Payment Applied 2, 891.41 1, 035, 120 . 06 3/27/13 Principal Payment Applied 6, 751.58 1, 028, 368 .48 4/23/13 Auto Transfer Credit(ACH) 9, 533 .70 1, 028, 368 .48 4/23/13 Interest Payment Applied 2, 782.12 1, 028, 368.48 4/23/13 Principal Payment Applied 6, 751.58 1, 021, 616. 90 5/29/13 Auto Transfer Credit (ACH) 9, 605 .81 1, 021, 616 . 90 5/.29/_13 - Interest Payment Applied _ 2, 854 .23 1, 021, 616 . 90 plied �67N2�1 014 8653���A ro005987 111Late C , 005, 8 7/18/13Generated Accrual Adjustment 19.72 1, 005, 366 .98 6/25/13 Principal Payment Reversal 9, 498 .34 1, 014, 865 .32 6/25/13 Effective Date 7/11/13 Reversed Late Charge Assesse 474 . 92 1, 014, 865.32 7/11/13 Effective Date 6/25/13 Regular Payment 9,498.34 1, 014, 865 .32 6/25/13 Effective Date 6/25/13 Interest Payment Applied 2, 746 . 76 1, 014, 865.32 6/25/13 Effective Date 6/25/13 Principal Payment Applied 6, 751.58 1, 008, 113 .74 6/25/13 Effective Date 6/25/13 Effective Date Credit Int Ad 14 . 02 1, 008, 113 . 74 6/25/13 Effective Date 7/26/13 Internet Trnsfr Pmt frm Chki 9,498 .37 1, 008, 113 .74 Sasquehanna Bank Page 6 P O Box 1000 Date _19L16 14 Lititz PA 17543 Account No. 109118114 PH# (800) 311-3182 ARCHER REED DEVELOPMENT CO LP 1926 MONTEREY DR STE 103 MECHANICSBURG PA 17050 3/27/13 Interest Payment Applied 1, 447 . 38 517, 178 . 77 3/27/13. _ __ Principal. Payment Applied 4, 443_. 15 512, 735 . 62 4/23/13 Auto Transfer Credit (ACH) 5, 890 . 53 512, 735 . 62 4/23/13 Interest Payment Applied 1, 385 .45 512, 735 . 62 4/23/13 Principal Payment Applied 4, 505 . 08 508 , 230 . 54 5/29/13 Auto Transfer Credit (ACH) 5, 890 . 53 508 , 230 . 54 5/29/13 Interest Payment Applied 1, 417 . 87 508, 230 . 5 5.2 9 1 Ar-i nc-i pa i 8 6/25/13 Internet Trnsfr Pmt frm Chki 5 890 . 53 503 , 757 . 6 nterest Payment App ie 1, 361 . 92 503 , 757 . 88 6/25/13 Principal Payment Applied 4 , 528 . 61 499, 229 . 27 7/26/13 Internet Trnsfr Pmt frm Chki 5, 890 . 53 499, 229 . 27 7/26/13 Interest Payment Applied 1, 393 .47 499, 229 . 27 7/26/13 Principal Payment Applied 4 , 497 . 06 494, 732 . 21 8/29/13 Internet Trnsfr Pmt frm Chki 5, 890 . 53 494 , 732 .21 8/29/13 Interest Payment Applied 1, 380 . 91 494 , 732 .21 8/29/13 Principal Payment Applied 4 , 509 . 62 490, 222 . 59 9/30/13 Internet Trnsfr Pmt frm Chki 5, 890. 53 490, 222 .59 9/30/13 Interest Payment Applied 1, 325 .24 490, 222 . 59 9/30/13 Principal Payment Applied 4 , 565 . 29 485, 657 . 30 10/29/13 Internet Trnsfr Pmt frm Chki 5, 890 . 53 485, 657 . 30 10/29/13 Interest Payment Applied 1, 357 . 52 485, 657 . 30 10/29/13 Principal Payment Applied 4, 533 . 01 481, 124 . 29 11/29/13 Internet Trnsfr Pmt frm Chki 5, 890 . 53 481, 124 . 29 11/29/13 Interest Payment Applied 1, 300 . 59 481, 124 . 29 11/29/13 Principal Payment Applied 4, 589 . 94 476, 534 . 35 12/30/13 Internet Trnsfr Pmt frm Chki 5, 890 . 53 476, 534 . 35 12/30/13 Interest Payment Applied 1, 331. 56 476, 534 . 35 12/30/13 Principal Payment Applied 4 , 558 . 97 471, 975. 38 1/29/14 Internet Trnsfr Pmt frm Chki 5, 890 . 53 471, 975 .38 1/29/14 Interest Payment Applied 1, 318 . 82 471, 975 . 38 1/29/14 Principal Payment Applied 4, 571 . 71 467, 403 . 67 1/29/14 Internet Trnsfr Pmt frm Chki 5; 890 . 53 467, 403 . 67 1/29/14 Principal Payment Applied 5, 8`90.53 461, 513 . 14 3/03/14 Internet Trnsfr Pmt frm Chki 5, 890 . 53 461, 513 . 14 3/03/14 Interest Payment Applied 1, 119 . 27 461, 513 . 14 3/03/14 Principal Payment Applied 4, 771 . 26 456, 741 . 88 3/31/14 Internet Trnsfr Pmt frm Chki 5, 890 . 53 456, 741 . 88 3/31/14 Interest Payment Applied 1, 154 . 54 456, 741 . 88 3/31/14 Principal Payment Applied 4, 735 . 99 452, 005 . 89 4/29/14 Internet Trnsfr Pmt frm Chki 5, 890 . 53 452, 005 . 89 4/29/14 Interest Payment Applied 1, 183 . 38 452, 005 . 89 4/29/14 Principal Payment Applied 4, 707 . 15 447, 298 . 74 5/29/14 Internet Trnsfr Pmt frm Chki 5, 890 . 53 447, 298 . 74 5/29/14 Interest Payment Applied 1, 211 .43 447, 298 .74 5/29/14 Principal Payment Applied 4 , 679 . 10 442, 619 . 64 6/30/14 Internet Trnsfr Pmt frm Chki 5, 890 . 53 442, 619 . 64 S Ck..S-,r LL I , Ly 0'-e- ,�'