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HomeMy WebLinkAboutOC1970-1057 - ESTATE OF SMITH~l( /tA6-7~d:j;//'?7'6 J .. \ III the Court of;V Common Pleas of Washington County,Penna. Orphans'Court DiVision No. IN RE: ESTATE OF WILLIAM McK.SMITH. \'~,"""""",,,'i....' KEYSTONE ENV.CO..PHILA.PA.unt'" ~ j........-, o "" '='0 '0...:.c ......., 417 WASHINGTON TR.UST BUILDING'~/., WASHINGTON,PENNSYLVANIA / I J ~J t/--//0 \./ »~~'1.~~~~~"b.."t~ t\")i \~.~JOHN F.WILEY~ct ATTORNEY AT LAW ~'" Gi'I-..V'".-;-- I....'r C /->Z '0~'-.,0 !J '_~~1~: ,.01 r .,A"•.,~.~,--~.....<;.::;-;-'-- .l,'\-0 ;-Zj\~.\!>0")a >(~tl.j I ~~ I',ry ~ ~ P E T~~T I 0 ~ "-I JII)11~~.. t.~0oJ: ~,';a Z I~'1J0(• ~~I , Y.-~F ~~. ,; IN THE COURT OF COMMON PLEAS OF WASHINGTON COUNTY,PENNSYLVANIA ORPHANS'COURT DIVISION IN RE: ESTATE OF WILLIAM McK.SMITH. ) ) )NO. ) ) PET I T ION TO THE HONORABLE P.V.MARINO,PRESIDENT JUDGE OF SAID COURT: The petition of Mellon National Bank and Trust Company, Successor Trustee under the Last Will and Testament of William McK.Smith,deceased,respectfully represents: 1.That the said William McK.Smith died on October 16,1948,leaving his Last Will and Testament dated January 29, 1947,of record in Will Book 72,page 544,a copy of which is hereto attached and made a part hereof. 2.During his lifetime he became lawfully seized of the real estate situate at the corner of North Main Street and East Beau Street,known as the Green Tree corner,in which there is located two adjoining storerooms which are in poor con- dition and in nowise modern in that they lack a low ceiling, air conditioning,modern lighting,&c. 3.That Rabco Enterprises,Inc.,have offered to rent said storerooms,provided the same are ,modernized,at'a rental and upon terms set forth in the attached copy of said lease, the same being for a primary term of ten (10)years with two successive options of five (5)years each upon certain terms and conditions. I, 4. ('-\ Mellon National Bank and Trust Company,Successor Trustee as aforesaid,as evidenced by the joinder of the present life tenant undef said will,and all the remainde~me~are satis- fied with the terms as set forth in said proposed lease which, among other things,requires an advancement of up to $20,000.00 on behalf of said trust for the purposes of rehabilitation. WHEREFORE,your petitioner would respectfully request for authority to join in said lease and make said expenditure of up to $20,000.00 towards the rehabilitation of said property. And it will ever pray,etc. MELLON NATIONAL BANK AND TRUST COMPANY,Successor Trustee under the Last Will and Testament of William ::K'S~i$: - 2 - .," I ,.. SS: ) ) ) COMMONWEALT~A~PENN~~VANIA COUNTY OF If~ Before me,the undersigned authority,personally appeared ~21 k-,who,being duly sworn accord- ing to law,deposes and says that he is -~~of.MELLON NATI9NAL BANK AND TRUST COMPANY,Successor Trustee under the Last Will and Testament of William McK.Smith,that he has authority to make this affidavit,and that the facts set forth in the foregOing Petition a~e corr~ct'and true to the best of his knowledge,information and belief. SWORN to and subscribed - 3 - --_.~'.,, :i " " II f ;! ~.t ',I "..,'i: 'I LAST WILL AND TESTAl~NT I,WILLIAM MclENNAN SMITH»of South Strabane Township, washington CountY,Pennsylvanla,do make,publish and·declare the following as and for my Last Will and Testament,revoking all other testamentary papers of any character by me made o ITEM Ie'I direct that all my just debts and funeral expenses be paid by my Executors herein,after appointed as soon after my decease as may be found convenient. ';~1 tt Butler Smith,all my furniture and household.equlpment,clothlng, ITEM II.!give,devise and bequeath to my wlfe,Lucy jewelry,furnishings,trinkets and automobiles,and such other miscellaneous articles of like nature,together with Twenty~tive Hundred ($2500GOO)Dollars.My said wife,Lucy Butler Smith, ~sh~11have the full use of the family residence for and during her l1fetime if she so desires,free of any rent,and at her death, or if she should desire to live elsewhere,then sa.id family resi- ~;dance to be at the disposal of my brother,Ulysses S.Grant-Smith, J;rb ,••during his lifetime if he d.esires the use of the same,if not, ,then said residence to be sold in accordance with ~ne judgment of my Trustees or Trustee hereinafter named,the same to fall into my~__~estate to be disposed of as hereinafter prOVided. ~ITEM III.I glve,devise and bequeath to my daughter, .,Emsie Sm1t~M~Ilvalne,One Thousand ($iOOO~oO)Dollars in cash at ITEM V.I give,devise and bequeath all my share and interest in a library which is o~ned by my brother,Ulysses S. those employed in my household at my death,having been in serVice for three years or over,as a purely personal gift to each of SUch: Two Hundred and Fifty (~250.00)Dollars. my death. ITEM IV. ., I give,devise and bequeath to each one of ~---M_.'._.......__'--.._.,__.__..._.-....~.h ._..-M ""_.---_......--.'------.---r - 1 ~ Grant-Smith and myself,to my brother,Ulysses S~Grant-Smlth,ab~ solutely,and if ne does not survive me,then all my said interest in said library I g1ve,d.evise and beques,th to Washington &Jeffer- son College,of Washlngton,Pennsylvanla.if' ITEM VI.I give,deviseand bequeath unto the Citi- zens National Banko!Viaahington,pennsylvanla,and my brother, Ulysses S.Grant-Smlth,and mywlfe,Lucy Butler Smith,of Washlng- ton,Pennsylvanla,all the rest,residue and remainder of my estate; :real,personal and mixed of whatsoever nature and wheresoever slt- 1- (c).Upon the death of my daughter,Emsle,or in the event she should be deceased at the time of my wife's death,I direct my Trustees,or Trustee,to set aside the sum of Fifteen Thousand ($15,000000) Dollars out of the corpus of my estate which shall be turned over in trust to the Trustees of the Protestant Episcopal Diocese of PlttsburgnsPennsylvania,the in- come from which said sum shall be paid to the Vestrymen of the Trinity Episcopal Church of Washington,Pennsyl- (b)~Upon the death of my wife,I direct said Trustee~por Trustee,to pay to my daughter,Emsie,lnter- married with John McIlvaine,for and during her natural lifetime,the whole of the net income as determined 1n accordance with the foregoing paragraph,but only upon the e~~ressed terms and conditions as are found herein- after. (a).To pay to my .wife,Lucy Butler Smith,for" and during the term of her natural life,all the net income over and above expenses and financial require- ments incident and necessary to the carrying out of my instructions in the management of my estate,but only upon the expressed terms and conditions as are found hereinafter. appear: !:il uate which I may own or have the right to dispose of at the time I'.;c !,of my death,ln trust nevertheless,for the uses and purposes here-iinafter reclted~Said Trustees or Trustee,as the case may be,I l '\-'to hold said property in trust",to assume full charge,control and I'J-'. ~management of the whole of my said estate as hereinafter reoited, ~.;...\J,holding the same and managing the same as completely and effectu- ~'ally O.s~I might or could control and manage if I were living,and in accordance with conditione and instructions as hereinafter _..---~--.........•.._..........._--..-.~-._---~._--_.~-_.-._..:.....:..._._....- -------------~~~--------~---------- vania.which shall be for the benefit and advance- ment of the said church at Washington,Pennsylvania. (d).The remaining principal of the corpus of my estate in the hands of my said Trustees or Trustee, shall be held in trust in its entirety and pay to my Grandson,John William Smith McIlvalne,until he shall have arrived at the age of thirty-six (36)years,one- hal·f the net income therefrom d.ett'::rmln.ed in the manner hereinbefore recited,and pay to my Granddaughter,F;msie Ann MeIlvaJ.ne,one-half of the net income therefrom determined in the manner hereinbefore recited until my Grandson,JohnWl111am Smith McIlvaine,arrives at the age of thirty-six (36)years,at which time the said trust estate shall termlnate,and one-ha.lf of said estate shall be turned over in its entirety to my Grand.son,John WilliamSmi:th McIlvaine,and one-half of its entirety to my Grandd.aughter,Emsie Ann McIl- vaine.. (e).·In case of the'death of my Grands<;m,John William Smith McIlvaine,before he arrives at the age of thirty-six years,and without children liVing at the time of his death,then the whole of said trust estate shall be for the benefit and use of my Granddaughter, Enisle Ann McIlvalne,and to her in its entirety when she arrives at the age of twenty-six (26)years;if my Granddaughter,Emsle Ann McIlvaine,shall be deceased without children liVing at the time of her death before coming lnto possession of said trust estate as herein provided,then said entire trust est'a.te shall be for the use and benetit of my Gra.ndson l John William Sm1th McIlvaine,as herein provided,and go to him in its entirety when he arrives at the age of thirty-six (36) years. (f).In case of the death of my Grandson,John William SmlthMcIlvalne,before he arrives at the age of thirty-six (36)years then my Granddaughter,Emsie Ann McIlvaine$is to come intopo8sesslon absolutely of whatever her share may be when she arrives at the age of twenty-six (26)years,said trust estate as to her being terminated at that time. (g)&It is my intention and I do so direct that if my Grandson,John William Smith McIlvaine~should die before he arrives at the age of thirty-six (36)years leaving children to survive him,and my wlfe,Lucy Butler Smith,,and my daughter,Emsie Smith McIlvaine,both are deceased,the one-half of said trust estate or the whole of said trust estate as the case may be whlch~e would share,shall pass to and be vested in hlschildren living at the time of h~s death;however,If,my said Grandeon should die leaving children surviving him before he came to the age of thirty-six (36)years,and either my daughter,Emsie,or my wife,Lucy Butler Smith,or both, be living,then upon the death of both,or of the one that has survived the other,the share which he would take of said trust estate had he lived to the age of thir'tJr-slx,one-half or the Whole,as the case may be, shall pass to,vest in and be turned over in its entirety to said children 8urviv1.ng him at the time of his deatho _.....-...--~--..f' !tL_" ~., ':errlved a tthe age of thirty-six.(36)years before the death of Lucy Butler Smith,then upon her death said trust estate shall terminate and I dlrectthat one-half (-fJ-)of said trust estate shall be paid to the said John William Smlth McIlvalne~ ·IT~l VIII.In the event my said Granddaughter,Emsle: Ann McIlvaine,shall have arrived at the age of twenty-six (26) Smith McIlvalne,shall have arrl~ed at the age of thlrty-slx(36) years before the death of my daughter~Emsie,she having come into the enjoyment of her life estate,then upon the death of my daugh- ter,~nsle,said trust estate as to him shall terminate and I direct that sald one-half <i>of the trust estate herein provlded shall be paid to my said 'Grandson,John William Smith McIlvaine.In the event that my said daughter,Emsie,shall be deceased before the death of my .wife,Lucy Butler Smith,and my Grandson shall have• ." ., "(i II" 'I j',I e-- ~ .;- ....j JfG; A"~•. 1\ :' ·(h).It 1s my intention and I do so direct that it my Gran.ddaughter,EIDsle Ann McIlvaine»Bhould. die babre she arrives at the age of twenty-six (26) years leaving children to survive he l.",a.nd my V/ife I Lucy Butler Smith,and my daughter,Emale Smith Mo- Ilva.ine,both are deoeased,the one-half of said tl"'ust estate or the whole of said trust estate as the case may be which she would share,she.ll pass to and be vested in her children living at the tlme of her death; however,if my said Grand.d.aughter shoL!ld die lea.ving children surviving her before she came to the age of twenty-elx(26)years,and either my daughter,Effisie sormywife,Lucy Butler Smith,or both,be liVing,then upon the death of both,or of the one that has survived the other,the share which she would take of said trust estate had she lived to the age of twenty-six years, one-half or the whole,as the caae may be,shall pass to,vest in and be turned over in its entirety to said children surviving her at the time of her death. (1)~I direct that in case of the death of my wife,Lucy Butler Smith,or in case of the death of my brother,Ulysses e.G-rant-Smith,no substitution be made for either of them;in case of the death of one the said Citizens National Bank of Washington,Pennsyl- vania,will act as joint Trustee with the other,until the death of that other,at which time sa.id Citlzens National Bank shall continue as sole.Trustee of my estate. ITEM VII's In the event my said Grandson,John William II .1 I. I years before the death of my daughter,Emsie,she having come into '\ " ,' the "'enjoyment of her life estate,then upon the death of my daughter,Emsie,said trust estate as to her shall terminate and iJ I direct that said.one-ha.lf (J)of the trust estate herein pro- t:,,;vided ahall be paid to my said Grandd.a.ughter,Emsie Ann MeII vaine .. ~: ";1 In the eve::1t that my sa.id daughter,Emsle,shall be deceased before' the death of my w1fe,Lucy Butler Smith,and my Granddaughter ,Ii ITEM Xo I direct that wherever in this Will it is provided that income from my said estate be paid to my w~fe,Lucy case the principal of said trust fund upon the death of both my wife,Lucy Butler Smith,and my daughter,Emsie S~ith McIlvaine, or upon the death of the survivor of them,then and in that case the principal of said trust estate shall pass to and become vest-~ ed in Washington &Jefferson College and belong to said College ,absolutely,to be used for whatever purpose the Trustees of said College may deem advisable within the general purposes of said :}Institutlon. estate shall be paid to the said Ems1e Ann McIlvaine. II ITEM IX"If both my said Grandchildren.shall die II './1'before reaching the,respect1ve ages hereinbefore set forth,not leaving any child or children surviving them,then and in that ~."Butler Smith,or to my daughter,Emsie Smith McIlvaine,or to my ~Grandson,~ohn William Smith McIlvaine,or to my Granddaughter, Emsle Ann McIlvaine,as said income 1s paid to anyone of them as provided herein,it shall be paid only to the1ndlviduals per- sonally,and the same shall not be payable to any other person by reason of any transfer or assignment,by operation of law or otherwise,or any supposed or possible right of either of said mentioned parties to receive the same,said income or any portion of the same shall not be liable in any me.nnar in the possession .. of the Trustees for the debtsJcontracts or engagements of any kind of anyone ofsald partles~None of said parties in the enjoyment of said trust estate as the lncome,from the same may ,;be made payable to anyone of them,'shall have any power of an- .! ,1 "'J and it 1s distinctly and expressly directed that the payment of j income to anyone of the parties as I have herein provided,shall be free from control,contra.cts~debts,liabl1ities,JUdgments ,leviesj claims or engagements heretofore or hereafter lncurred,contracted ( :;or created or growing out of any operation of law by anyone of " rtW I~., said parties as 8ucha one may become entitled to said income. XI.Without the intention of limiting the broad and general powers vested in the Trustees,or Trustee,but with the idea in mind that aspecif1c statement of some of said powers .may be helpful in the administration of said estate and trust,I state the following regarding the same:- (a)8 To sell any real estate which may at any time be apart of my estate,for such price or prices, upon such term,ln such way or manner,or for such inter- ests and estates,as may be deemed wlse,and to make good deed or deeds therefor to the purchaser or purchasers thereof,without any obligation on the latter to see to, or be responsible for,the application of the purchase money which sales of real estate may be either public or private sales. (b).To mortgags,share,exchange or Join in the partition of real estate,and to lease,let and demise the same .. (c)..To make alterations,repairs,additions and improvements to real estate and erect new buildings ther€on~, .-\....~(d).To purchase real estate,and the same at pleasure or discretion to sell and convey,as above provided. (e).To hold and retain any investment which I may have at the time of my deathe (f)..To ma..1.te any compositions or compromises in connection with business or legal controversies which my said Executors or Trustees may deem advisable or advantageous./" (g).To act with the same powers over the trust r . •II-i\l:l- IL· .'l ,_- ~! property that said Executors and Trustees would pos- sess were it the actual owner thereofo ., l' eh).To subscribe for stock allotments. (1).To invest and relnvest,vary and change investments and reinvestments from time to time at the discretion of said Executors and Trustees,not being confined in making investments to what are commonly known &S 1I1egal li investments,meaning investments of a character to which Trustees are by law confined. (j).I direct my Trustees,to withhold from sale or dispo81ticn of the same in any manner,my income real estate located on East Beau street and Main street, and that which 18 located on West Beau street and Main Street,Washington,Pennsylvanla,for at least the term of rifteen (15)years after my decease,it being my de- sire and my instructions in the carrying out of my said Will,that the income bearing property so located,shall not be sold or disposed of in any manner until fifteen(IS)years after my deathe XII.I hereby direct that in the administration of ~ .~my Estate in whatsoever capacity,either as,Executor or as Trus- '.,to tee it may be administered or managed,my brother,ULYSSES S.GRANT- .~.SMITH,shall bave complete supervision of the ,.eai estate of wbich ':I die seized,8.nd that his'judgment and decision as to the dispo- sition of the same shall be final and absolute. XIII.I direct however,that no real estate of Which I die seized,or any interest"in the'same,shall be sold for a ,period of five years after my d.eath,unless however,my brother, .,ULYSSES S.GR.ANT-SMITH,should decide that it would be to the best ,advantage of my estate that the same or some part of the same should be sold:Y~brother during his lifetime to have the abso- "r lute determination respecting my said real estate.I "'.:t~~XIV.I hereby authorize my Executors herein named to take whate'\rer steps may be·necessary to'borrow whatever amounts -.•may be needed to pay inheritance taxes or any other taxes of any ;character Whatsoever,wn1ch the law prOVides should be paid on my ::'estate,elther Federal or state,80 that there will be no necessity "of sacrificing anysecurity or any portion of my estate which in the determinatlo~1 of said Executors might need to be done,giving .,.. ~k.: I~ I I I!tI!IIIj l'fI i f! i herein full authority and power to meet any and every requirement 1n borrowing of said funds,pledging,mortgaging,any of my said estate that1n their Judsrment should be done in order to raise sufficient funds for the purpose of the payment of said taxo I direct that,in case any litigation whatever arises ,in respect to this,Will,or any of ita provisions;or its probate,I Iorconcerningthetrustsherebycreated,or any of them,all the IQ costs,dlsbursements and allowances awarded by the Court to.all I the pa.rties concerned in such Iitigatlon,a.nd also all the costs, i:disbursements,counsel fees and expenses of every name,nature and ~". ~'description,which may be incurred by the Executors of or the <r .i ::Trustees under this Will,.in defending or preparing to defend anyr::such legal proceedings,or in taking advice with respect to theirtorightanddutiesconcerningthesame,or with respect to the con- ~structlon of this Will,or any questions growing out thereof,shall :,be charged against the amount coming under this Will or otherWise "j from my estate to the persons commencing or joining in such legal pr-oceedings against the said executors or trustees and shall be ,:considered as so much money paid to such persons or applied to their uS6,wlth like effect in every respect as if the same amount .~of money,or its equlvalent,had'been paid,transferred,or conveyed )~ ·directly to them by my said Executors or Trustees,and the state-; ·ment of the amounts paid or incurred by my said Executors or TruB- ·::tees as aforesaid,shall be accepted as conclusive upon any accounting, II ::by them wi~h~respect thereto,both as to <:the reasonablene S6 of any. ".1 counsel fees paid and as to the correctness of all payments made.: xv.I hereby nominate and appoint the CITIZENS NATION- !.n I:AL BANK OF WASHINGTON,PENNSYLVANIA,its successors and asslgns,and. Ii;~my brother,ULYSSES S.Gr~JT-SMITH,and my wife,LUCY BUTLER SMITH, :lJ both of Washlngton,pennsylvania,or the survivor or survivors of.. them,as Executors of this my Last Will and Testament.My said ;; .Executors shall have full power at their discretion,to do any and IN WITNESS WHEREOF,I,the said WILLIAM McKENNAN S~TH.-.' to this my Last Will and Testament,written on nine sheets of'. ..t, .all things necessary for'the complete ad.711nlstratlon of'my estate, .and to compound,compromise or otherwise to settle or adjust any i;and all clalnls,charges,debts and demands whatsoever against or "in favor of my estate as fully as I could do if living.Allf. texes of'any chara,cter,including 1nher1tance tax,.to be paid by my Estate. By reason of ,the acquaintance of the firm of Marriner &Wiley,with matters of my estate,and with my wishes and desires, '; .:I direct my Executors and Trustees heretofore named,to retain ~them,or the survivor of the two members of'this firm,as Counsel. ),:nave, ?.\~,paper,hereunto affixed.my signature and seal t~lS ~:[day of ,..q ,'.Q'"""',,A.D.,One Thousand Nine Hundred and Forty seVe.!! :(~7),~~e nine sheets upon which this Will 1s '~ritten being identified by my signature and this date on the margin thereof. I ...!/h~~~~EAL)' J'. '. i'f ,, T~t-.• .. -'·1 , -•t. Signed!sealed,publlshed and declared by the foregoing named Testator,WILLIAM McKENNAI~SMITH j as and for his Last Will and Testament 1n our presence,and we,at his request and 1n his presence and in the presence of each other,have hereunto SUD- scribed our names as witnesses to the due execution thereof,th1s ~day of _.la..!!_£._&_r....y .,AoD.,1947~ i'~TESTJi .a :ti"Ue.lloPl tromthe Beoora•. ,'4i1 ~'.Re;;Wills an~~ \. r, IN RE: ESTATE OF WILLIAM McK.SMITH J·O I N D E R The undersigned,being the life tenant and all the residuary legatees entitled to take under the Will of the late William McK.Smith,deceased,hereby join in the foregoing Petition and respectfully request the Court to grant to Mellon National Bank and Trust Company,Successor Trustee under the Last Will and Testament of William McK.Smith,Deceased, permission to execute the Lease between William McK.Smith Trust, per Trustee and U.S.Grant-Smith Trust,per Trustees,and Rabco Enterprises,Inc., (SEAL) (SEAL) (SEAL) ... ..', corporation day A.D.19 Penna.a the Por Sale by P.O.Naly Co.•·L,w Blank Publishers •425 Fourth Avenue,Pimbucc;h.Pa.15219 commencing on day of NALY FORM NO.·10 LEASE (Combin..ion)e "Copyrighl"1970.P;O.Naly Complny ii[lJil1 i!irU:.1C mitnt'ii!idI~,THAT WILLIM,I flIcK.S?UTH TRUST,per Trust~e,and U.S.GRANT-SMITH TRUST,per Trustees, herein called LESSOR,hereby Leases to HABCO ENTEl1PRI SES,INC., ,herein called TENANT for the ferm of ten (10)years of A.D.19 and ending on the (or the total rent of One Hu.ndred Fifty-Nine Thousand Hine Hundred ---DOLLARS the following described premises and street to the center,subject to the public'casement therein,in its present condition in .the City of Washington,Washington COUNTY,PA.,Viz: Two adj oin ing first floor storerooms,fX'ont ing on the east s ide of North Hain street at the corner of East Beau street,formerly occupied by Herd Drug Stores. ..- month1Y Insla1lmento."ithout demand la advance 153010m the beiinnini of the lerm;thad.tosay,Ihesum of In Qronniilrrntion UII11?rrof,The te=t covenantota p.y ...reat ia "9 East Beau street,Washingtori,Pa. $1300.,per month in advance.during the $1365.,per month in advance during the JPJtJ~~:'F1'J;:Ci~ )Alt~~~mt~~'tlf~)~~ first five years next five years, and antiI the whole amountof .aidrent i.paid;to pay.;'dueasan additional rentalforsaid premises,all ia.and electricity uaed thereon,alll;arbaee collection char.e•• .aJl.anitary sewercharges or assessments.and all water rents assessed on the premises trlhe:ther by-meter rate or flat rate;and on failure of Tenant to pay same when due.lessor shalt er.!crce payment thereof in"the same:manneras rent in arrear,as hereinafter pnwided,to maintain aud keep the premis:.'s during the tp.rm in good repair.including ,"3:er pipe!,th~irconnections and all plumbing fixtures:a!so the .erJlar.yard.vault and outhouse free of rubbish.and in such condition <\9 the Board of Health mea}'require.during the term,and if the Lessor pays for the same or- ·anypart thereof it will be additional rent payable forthwith;to remove noaddition3.orimproverr.~:1t9made by the LfI!ssur.ofaf the Tenant.nor alter the prer.:.i~5 Dor lulrlet thesame or any part thereof,nor to post billsor trect bijJ~oardsor signs.Dot assign this Lease voluntarily.ir.voluntarily.by judicialSa.!e ar atherwi~. without .the w:iuen coasent of the Lessor,under penalty ofinstant forfeiture of tlii.Lease aad the term,hereof,and payment of:1300.00 ..additioaal reat;to u,e the premi,..oaly for res tauTant and to eurrender the aame in a,iOod order as they aow are.reasonable wear and tear and accidentaby fire alone ..ceDted. .The Tenant further agrees to perform.funy obey and comply 'with all the oidinance~.ru:eg.re6Ulations and law~of all pu~lic authorities.boa.rds and offietra relating tosaid premises,or the improvemectathereon.or to th~use thereof,andfurther not to use or occupy.Or l!Iuffer or permitany person or boerto useoroccupy the said premises.orany part thereof.for any purpo.'le or usein violation ofany law.autute or ordinance.whethu Federal,Stateor .Municipal,durina;the term oL laidleaso Or aa}'reae...al thereof..The Tenantexpress!}'waives totheLessor thebenefit of Act1\0.20,approved April6.1951,e"titled"TheLandlordand Tenant Act of 1951"requirini "olice to vacate the premises at the end of the term on 19 ar at the cad ofany euhsequeat term for which this Le..e may be renewed and·covenants and agrees to givp.up Quiet and p~acerul possession without further noticl'.:hom saiti Lessoror Ag~nt: The Tenant also waiv*,=s to the Les$.or the benefit of all laws now or hereafter in force,in th:9 State or el~e.....hf"re exempting pmperty from liabitit>,(or rent,or (ordebt.expresslywaivin;:the Act of Assembl~',entitled "An Act for thereliefoftile poor."approved t.'etenthday of April,A,D.1828.and itsaeveraJ sUPDlements; also Act 1\0.20 approved April 6.1951.entitled "II,e J.ondlord and Tenant Act of 1951." Aa a ~ccurit.y for thr.rent,thr.Tf:nant ;:rant:;;.b~r~ain~and seth to the:vssor;:.U property of t ..·ery k.in~.CD or to h~br:1ught on t!'le premises.and whenever knt.or anytt;in~rf'~~r';crl ~,rr.nt,jq unp;=t.id.the Legs!)!may seize ordistrain said property,on or off thp.premi9f':1.and ~U t.b~~m~ondue legal notice for allrent or other paymentsdue 3l"rent,~xp~n~e".r.tc.•and for a~~r,~nt notdue holdth~~a.me as security. .An}'rr:nov?Ior (\tt~mptat rromov'll of:l:"lY i=",,-,ds or chatt.e!~from said premises b)'the T~nant..,."hile a~y portionof the r~f'lt for tb~fult term shall be unpaJd .h~nhe dcemed a lrauddpnt ann c\,nd..tine remn.,I.ann the .,,-hole rent for the entireterm shail f?li due and be collectible at o~....aad allgood,and chattels10re:OIo\'~dmay be follov,,-erl for th~spar.e or thirty days 3rtd peizc:d for collection 0:the sam~b}'L..·u:.dbrd·!warrant.Iti..furth~r a~reed t.hat ifthe.:~aid Tp.:'l;lnt s~:J1I riefauJtin the payrr:f";'lt of ~nyinst'lltment of rent,or of the \lo''1ter t3x,{\r'of any other sum provided for under this!I'ase a3thesame bccome~due anrl p.l,>·;'\h~~.or "h:!.11 renlOV~I")r attemptto removeor expressor je.:bre an int.ention to.remnv~~"Y o(the goodJ anti chattels from thep:t::nis:s,or should an ~xc<':utionb-;iss"ed ;:u::ai!"!st the Tr.nant.hankruptcy procr:edingshI:be~\ln by or against Raid Te"aM,01'a:l a.c:siRnmt'nt be r.larle by Tenant for the ben!..'tit of crr.:rfitor~.0:'a rp.cdvp.l";;tppointrd for Tt~flant,then and in suchC3::;C the entire rent for th~balttnrc of tt:e Mid term shall.'at oncc.become due andpay:\bt~.CaS if hy the tt:rm~of this I~;)..ill:ir wp.r~all p:1Y:lble in advance.[n CC\:i~oC such as~ig:llr.ent.bar:.k.ruptcy procc,=:r.i:tI;S,apPf)il'V.m~D.t o[a receivr.:,Or of a,s;J.le onle&al processofTenant',q good9.Le~'ior l!hallh~,.-.:~the riRht todemand and cecei·..e thp.rt>nt for theoJ.1.\:lce of the t~rm,wh:..:h Ilh<t.l1 be-first paidout of tbe proc~sorluch3.S3i;:n;n~nt.hankrupr<::,.·or f~c"'i\"~r'~t)~,,(e·'I.liT1~5Or s:1.1c nn le"~al proceS9.any law,t.:S::lg~or CCS'):n to the.contr<\ry rH)t\l,·it.h~r;ndi"1it"For vaiuol!cfceivfO:d apd forthwith on e"'rry cd<illlt (If parment of rent bY l'Cr.;lOt unucr th:3 It"a'::l?:,or on an,.and every br~:i<;h of coven~\nt or agreement by Tenan.t under the trrms of thillll:~\;'c,theT~nantdoe~hr.;·eby e~oow~r anyattorneyofanycourtof:-cc·>rd withinthe t:nited States or dsew,hrre,to appear for Tena.nt and with or \\ithvu~dedJ.fati(':ln fil,:d.conrpzs jud~ment :u,:~in!'t the Tenant,anJ infavor of said Les~c~.hiq heirs,devis~e~,executors.?dministr?toIS or assign":'t5 or any term.(orthe sum due b;,reason ufsairi ctciau(..in the:p(\}';nr:~t of rent,inducting unp:lid rent for th~b:l.lance of the t~rITI if thp:s:\me spall h:wc become due and payable under the provisioD.3 berein.and/or for the:sum due b)o'reaso.c of any bre3ch of COvenant or A&rCf':mt.nt by T~.c:lnth~r~in.v.ith tcstsof suit aad attorney'! commisjl0n oCf 10%for cotl~cti('ln,and forth~ithissuewrit"orWritd ofexecutionthe:-eoa.l'-ith reJ"a~~ofall er:OrS.and without star of execution. and inlluhtition anct tl':tC'n!tion upon any levy nn rl!:\J esta[~i.1;hprp,by eXDrp5sl~'wa:ved.:!nd co'\rtemnatio:1 agrpen try.anti ~~~mpti('l"of any and alI prapert}'from levy and saleby virtue of any (':(f~nptior.law now in forL'e orwhich m..y bl':herr.:after pasM~d is al~o expr~3$!v w'1i"rd hy Ten::-nt;and in ca~c ('If violation ofany of the cove- Dantstlr;igreeme:nts in thi~J.::a5e hr Tt~nant.thf".s.l.i.J TenJnt ;unhtr.:u the option of.5.1.id.Le~sor..~tIJth,)ri7e$and emr<>WNS any ~ur.h attorney,either in addition to or without st.::h judgr.,~nt(or thp:amount duear.,=ordi,,~to thp terr;lS of this 1t";lSC:.to 3ppt~arfor said Tenant and r:(Ir.fe~....q juchuncnt fonhwith against Tenant.and in f;t"'ororLnsor.in 'lrl amic:ahlf"action or e;t"r.tment for the prt"rni!tes above rlr.scrib-.:d.with all the c:onditi':':"l~.fe~$.rrle;\:lf""l,wJiver3 of ~t~y or e;(~cution and wai...er or ex.. emption toanomp;)nr53id conf~::ision of judli:Tt1enr if,e;rl"trl\C'nt as ar~set fnrt~h~rdn for confession of ;lI(~~ment.for said SUiIl orsums;due;anrt authorizes th~entry of!IIu.-:h 3..:tiun.(·on{('.;fsion of judli<:n1f'nt th':rf:iri.and the immediate iS5nin;c of a \\"rit cr Po~srs:sion an';]\\"rit of E,~nt.ionfor tht.3fTlOunt o(such jud~nH'ntand co.sts. without le'lve of Court,anrf the Le~~50r mar'l.·ithout notice re·cntr.r dnd expel the Tenant from the premi~s,and also any per~on hoJdin~uncier him.or them.and innchca$e,this II':'a~e or:l tIUe:r.''lp>'there-oiSh.lll he a.suff:cient warrant (If an)'pcr~t)n. In the evenl the Taxes levied and asse"eJ a8:1inst rhe c<:I1 estate herein demised are increlsed beyond that imposed for <he year 1970 .....herne; o-:cas~oned by an incre-Jse in milbgc or an increase in assessmem or otherwise,the Tenant shJl1 p~y ;15 addicion.11 cene said increased taxes during the term" af I!ll'Lease or any renewal <hereof.This includes County,Municip.l and School Distriot =es.Ihis shall likewise apply to any tLX mcasured by the valueassessrn'eac or use ·of the re:tl escJ.te. A dctl"::rrl"linin~of the term,or lh~rccript of rent after ddalJlt.or after jlld~rTientor afvr f"~r::,:u:i():1,shJtI not deprive th~{""s::lor ofother action,<lJ;3inst the Tenant f('lr po3~'!I:i(\n or for rrnt or for rlamaJo:l'3.The Lessor ma~'U~e the remefiit"S h~rein li;i\trn Or thc!·~pre~<:rih~d by iaw.Or b:th.and the LCH:)r or Al:ent may tnter 3t will.toin:-J.;H,·ct the prerni~e9,to tale or 8~r.lJ pcu30n:t on tiaid propert,.act:kir.g to rent CJr p:..:-:hJ.."e.ma"e rey."\ira or in;.prf)vcm~nt,and post nOli(.;s of "To LeI"aDd 'Tor 5,le".. ,-U the prrmi5f:!'at ;lny tim~bf~c!".~~rt~r1 Of clo::eti,thp.Lc~sor may ent~r by(oree,without li:l~:!i~rto pro~~clltionIlr actinn then"for,and may dlst:ain for reat and a!s..)re-Jet the prcrl\i~c3;'\:J At::.ent of the Tf"n;..nt (or any un~xpired portion of the term and r~~ci...c t~c ren:thcrdor ."nd ;I;:lvl')'it on this ~ase" •'rht [f'qil':U ~h;)11 nnt J)c !i:\hk for ,n~·inillr:-'....r rf.lmal:te to an~;pcr50n or tn ln~'PnJ[lt:rty at any tir~~on ~,i·i Nt"mi~srJr hlli:rlinc;(rom an)'calls~whatt·..·cr th~t nlay at any time l"xist fmn,tl'h~li:,t'or cOlldi~iflnof ~"li,J creflli~o:sor hlliltlin-.:('r (rnm ice thereon.M fr''':71 WC1tl'f.fai.,or 31\0W .....hich may It'.\k lOlO.i5sue or now {rum any p-.u~of~;\id buiJdinK.ur frnln rlll~f1ip<.s (\r t\lurllhin'i::or tht-';t.;tm~.or(rom :lnyo~ht"Ct1laceor quart'·...\'r fr'lr.l ~I1Y otherCaw-leo rfllrinlot:!'aid krrn or any rt.·r.t.:'w~lltht.·ft.-..or. t {l~~(';iIX Ci i)(')IfY.~i;'.1\,X rei:}t,~X(sX':';)';';'X')\':P~:o1:,~c~:;-;Q.~~'K J(>i){<J.':'~{;\'~'rfC {>;1N ~:eAt;tl.;'t~;:J)i';;J..:;";'l!J'](<.f~NI:Tce;ft\C (\J'~H:nriC:};:~~~,,,,t xx2')~X X~(I~(i;:t)~Y,::-a~~~.i:TI[)(,')1jC>N.:,~,rN\'ii'i('.:aX<tJ:(eJ))~:.v:.,y,lr<I~,)~~:t,,~r'N~;'~X~~(!"1~1(,,:!~{'9(XX X X X~~,\l~;f;:s:'Itl'XN ~tit:'1~)Q)?:'t~~:;('i.f:.:::~i:4-~,l;;(~:s.:(l~}JJf'~~~vA .'.. T.n,nt I:lrther a~ree_'to koe/all aidewar..frce from anow and lee.nnd deb1'is. SEE ATTACHED ~,rEMO,MARKED EXHIBIT 1,and ~L\DE A PART HEREOF. \. , /"{"W, """'.'.'.- ---------------------_._---------------~------------. ,, .., Iii II ---...------------_..- ;'1' • All rights and li~bilitiG~heroin given to or Imposed upon ci'ther of the parties hereto shall e~tand to tbeir he1Jfs,t);(ecutors,adn!lnis- tratol"s»$Uccossora and assigns. 1M WITlmsS WalmEOF,~rh0 pal'tJ,es hereto set tbe:b'bands and sea-Is this .day of •1970.h •..""•I!F....'J *i;, lIE1J.1Jzf :iATi01ti\LBAHX i\tm TRITSl'COMPAlff; SUCC~SgO;(Trusteeund(;?;r th-e Last iiii1 end Testa/nent of Wil11amMcK.Stnith, Deceasod.. .f t,•..'J.'¥.if'.1::1"l'i "'.'Ii::...i' \TriTe};'"·a .11 .F ..... nt:a i'!!)E1>JIT7 r;a.~!m t . Co-Trustaa und~r aD-eatS d.'trust 0·£ l1lysses s.$~tw't-Smitil "'i ",":i.rl!':.'I "'''u·'l'.-r •(tria••!I'",......d'-' . '••I ...,•.1)1 -f t a .. .........,.-....__.....,.__......_.f_.....·......t........·.•__._....JlI.(.li·III.•~ '.:- .J •".,1'-I.P,• IT "t·r.'·'",......d ...'1'1 e • l'•.',',. •F'........ Ily:_....~_.-.,...~~__--•I;.....~.n.,"iM-J,'_.....,.,....0;t.'.'President • i!,/ ·l "' .---~-~7~--._.-- • , .f. ! M E M 0 -~'•.--_.', ". L... i E X H I B I ,.T 1. 1 J1 I11,j j I 1j 1III ! j I, iI· To be attached to,and made part of,a lease between WILLIAM McK.SMITH TRUST,per Trustees,and U.S.GRANT-SMITH TRUST,per Trustee,Lessors,and RABCO ENTERPRISES,INC~,a . Pennsylvania corporation,Tenant,dated ..------------ 1.Present interior of leased premis~s to be altered by Lessee in accordance with plans and specifications first approved by the parties hereto,said plans and specifications being hereto attached and made a part hereof,and the Lessors agree to pay direct to the contractors for said alterations on submission of r bills app~oved by the Lessee hereto up tb ~total of Forty Thousand and 00/100 ($40,000.)Dollars,~aidalterations generally to·be for a new front,leveling of flo.or,new floor covering,. additional electric power,new wiring and plumbing where required, new ceiling,new lighting fixtures,new walls and necessary panel- ing and decorative trim.Lessee agrees to pay as-additional rent \ re.irnbursement to the Lessors,monthly in advance commencing with (7%)per cent interest thereon the said advancement of Forty·.Thou~and and OO/~OO ($40,000.)Dollars,or any part thereof,as At here1.nabove prov1.ded,a payment schedule ~~a::~~=GG+Ata-'l·, ~~£.··bh-ree"""'artti-··n:i:uet-y---bln::e:e--hlwcib:-edLlb··+~!e·!-'-He1Jitl zd~~~to be attached as Exhibit 2.Lessee agrees to pay, when due,for all of said alterations in excess of the said Forty Thousand and 00/100 ($40,000.)Dollars. 2.Lessors sh~ll not be liable to the-Lessee for ani damage eithei to person or property unless caused by the negligence of the Lessors,its agents or employees,and Lessee agrees to save the Lessors harmless from any liability to any person,for damage to said person or property,so long as such damage is not occasioned by the negligence of the Lessors,Lessors 1 •agents or employees.Lessee agrees to carry adequate public liability .insurance with any insurance company (or companies)authorized ~o do business in the State wherein the demised premises are located, and plate glass insurance,at its own cost and expense,and have the policies endorsed ~o jointly cover the Lessors,and furnish Lessors with copies of the same.. .". 3.Lessors shall furnish heat in the interior of leased premises, but no other utilities,repairs or maintenance,except repairs to the roof,gutters,downspouts,exterior walls,sidewalks and foundation. 4.Lessee to have free rent from the date of this lease for a period of nine.ty (90)days,or until it commences to do business, whichever occurs first,all payrnentsas herein provided to be prorated if necessary. - 1 - •''I...~:;.. //:'~...-. ; ./ -'- I...-,.. .,.,"-.;,...•-_..,_......-..'-_........~.~---._....._----~._-_._~...~.. 5.Lessors grant to Lessee herein the exclusive option of renew- ing this le~se for an additional.two (2)terms of five (5)yea~s each,provided the exercise of said option is made in writing at least six (6)months prior to the expiration of any term or extension of said lease and also provided that the lease be not in default at said time,or any extension be not in def~ult at said time.In the event of the exercise of an option the first five (5)year's basic rental shall be Thirteen Hundred Sixty-five and 00/100 ($1,365.)Dollars,per month,plus a sum equal to the percentage increase in living costs or inflation over the previous .ten (10)year period as reflected in the annual Consumer Price lnde;, for said period,said minimum increase shall be fifteen (15%)per cent or the maximum of fifty (50%)per cent.In the event the second option above referred to is exercised the second five (5)year's basic rental shall bellie same as that for the first five (5)year option period plus a sum equal to the percentage increase 'in living costs or inflation over the previous five (5)year period as reflected in the annual Consumer Price Index for said period,said minimum increase shall be seven and one-half (7 1/2%)per cent or the maximum of twenty-five (25%)per cent.All ~asic rentals,together with the increase thereon above referred to shall be agreed upon between the parties six (6)months prior to any extension option and shall be .payable monthly in advance.The said exclusive option of renewing this lease for an additional two .(2)terms of five (5)yeafs each shall be under ~he same terms and conditions as herein provided. 6.It is understood and agreed that all alterations and improvements made on the leased premises,including air-conditioning ducts,vents, electrical wiring,plumbing,etc.,when installed shall become the property of the Lessors herein. 7.It is understood and agreed that all alterations and improve- ments made on the leased premises at any time by the Lessee shall be made under no lien contracts. 8.Lessors agree with the Lessee herein anything else to'the contrary notwithstanding that the Lessee shall have the privilege of subletting said premises during the basic term or any legal extension thereof for restaurant purposes only,provided said sublease shall not violate any municipal or government regulation in existence at that time and upon first receiving approval of the Same from Lessors herein in advance. 9.Lessors agree to sign waivers for any chattel installed on said premises by Lessee during the first five (5)years from the date hereof and on any new chattel installed from time to time during the next five (5)year period on which there is financing,or in any subsequent period as provided for in Paragraph five (5)herein. 10.Lessee shall have the right to install and maintain a sign advertising Lessee's business,provided that Lessee shall see to it that the sign shall conform to the requirements of all govern- '.mental authorities having jurisdiction thereof . • - 2 - ~:'.. .1'L.:......'..r~" Jf ·-, .-,-------- fI f 1 1I1j I Il I, I!i 11.Lessor warrants that the premises are suitable for use by Lessee as a restaurant business,once necessary renovations are completed,and that Lessee will in no way be prevented from carrying on its restaurant business by reason of zoning laws,Municipal,County,or State ordinance,or for any other reason which would be within Lessqrs purview~ 12.In case the demised premises,and/or the building or build- ings wherein the demised premises are located,shall,at any time during the term hereby granted,or any extension thereof,be damaged by fire,flood,tornado,or by the elements or otherwise, the Lessee shall,if such damage shall occur to the demised premises,give prompt notice thereof to the Lessors who shall at its own expense,as speedily ·as circumstances permit,repair said damage and restore the demised premises and such buildi.ng to its original condition;provided,however,that in the e.vent that the Lessors shall fail within thirty (3rr)days to proceed diligently with such repairs,the Lessee may at its option,terminate this lease on ten (10)days written notice of its intention to do so. Lessee shall be entitled to an abatement of rent for the period during which the demised premises are rendered untenantable or incapable of use for the purpose for which the same are at the .time fo such damage being used.In the event that a part only of the demised premises is rendered untenantable or.incapable of such. use,the rent shall be reduced in the proportiori which the floor area of said part of the demised premises bears to the floor area of the entire demised premises.In the event that the damage shall be so extensive as to constitute a total destruction of the building in which the demised premises are located,this l~ase and the term hereby granted shall thereupon cease and expire and rent shall be apportioned and paid in full to the date of such destruction,and all prepaid rent shall forthwith be repaid by the Lessors to the Lessee. 13.If the whole or any part of the premises hereby leased shall be taken by any public authority under the power of eminent. domain,then the term of this lease shall cease as to the part so taken,from the day the possession of that part shall be re- quired for any public purposes,and the rent shall be paid up to that day,and from that day the Lessee shall have the right either to cancel this lease and.declare the same null and void or to continue in the possession of the remainder of the same under the terms herein provided,except that the rent shall be reduced in proportion to the amount of the premises taken.All damages awarded for such taking shall'belong to and be the property of the Lessors,whether such damages shall be awarded as compensation for diminution in value to the leasehold or to the fee of the premises herein leased;provided,however,that the Lessors shall· not be entitled to any portion of the award made to the Lessee for 16ss of business,the value of the restaurant fixtures. 14.This lease shall not become effective until the same has been approved by the Orphans'Court 'having jurisdiction of the said Trustees. - 3 - '''-,-...,;.. , ',,-, j !I Ii .< ./ rI •It'I 15.The failure 'of the Lessors to insist upon strict performance of any of the covenants or conditions of this lease shall not be construed as a waiver for'the future of any such covenants or conditions,but the same shall be and remain in full force and effect. ~~,.-"",:",.--:::-:----- ~., Ii ~' j I J 16.Lessee shall comply with ,and execute all rules,orders and regulations of the Board of Fire Underwriters of the State of Pennsylvania. \ 1 ] 1 t t11tI I 17.All notices with referenceto.this lease and/or payments due from time to time shall be made to William Smith &Sons and sent to 9 East Beau Stre~t,Washington,Pennsylvania 15301 and as to the Lessee the mailing address being Rabco Enterprises,Inc., Clark Building,Pittsburgh,Pennsylvania lS22~. 18.This lease contains the entire agreement between the parties and shall not be modified in any manner except by an instrument in writing executed by the parties or their respective successors in' interest.The terms,conditions and covenants contained in this lease ~nd any riders and plans attached hereto shall bind and inure to the benefit of the Lessors and Lessee and their respedtive successors,heirs and legal representatives and assigns. 19.It is understood and agreed between the parties hereto that in the event there is a lawful extension or extensions 'of,this lease according to its terms,-ali the rights,libe~ties, privileges and obligations of either party shall be extended to cover said extension or extensions thereof. - 4 - '....'-.. !I, '. .,' .." .. tlt tI1Tlm.SS WREnOOF,~ssots ;md LesSQCli 'b-ave respectively JSlgned and s~nled this leaae aa of tbe qay and yea r first ahove written. MEL.tI.:m N.+\TIO!~At B:\ttU{ANn faUST CC~fi'~\NY. Successor 7~'u$tce undfi};tt the Last W111 and Test~tmt of William Meg.S~nitb, I)ecOOlSe(\'!I> ........,....__..-.....:.....__........'........''''.............-:14....-••_....._._....._.....''''.J4'b t.tt".''''¥.r: '..I. ~ll .d",'.'s'-.t'.,.,','1,1 ATtEST-'-..'Tim FI0Et.XTiF:AliK, Co-tr\i$tei1 under ~:Deed of T'rust of Vly~ses S.Grant....Smith _.t ".t"By: -ffltt6)I.'.". 1 rr'.r-il-P"'".'••.."Iz:Jll'itifi. .1FT.r.'f"t • ,·"·".7$ft •••.:',iiii ,iii III··... r,.",J.,'J j ',iI ,'.poi '!il -• ..5 - r -II'i ~"-'--~~~~-~---------'--""'-'---'----'-'--"------'=-'-'------"-'-'-----'--------"~------"---'-_-----.:.---'------'----'---'--'------'-----",•.~ '.'r-I,.'.-'." ........~'./.:1 i I--,!I,-~i ~ ---I ; ~--,/,t-I '..f,",L ....-..---".<~--.....~-.......,-~...-.'"'<-.--_.......___~•..,.._4.----.•.,..........,._"-,,~,_.,,,...-';",-''''.-,.-.......~.~."....---............~-.....~.-".--,.--~,"-,_................-......-,...".--,.. I·, I j ,i t II "I EXHIBIT 2 .I AT';PERCENT.,10 'YEARSIf'lO~T~l.¥P~YMENTS ON $40,OQO iI rII MON!H,l~TEREST 'FR 1NC IPAL PAYMENT BA\"ANCEI, I , $39768,901,5 233.33 $231,10 5 4~4,43.. ~,5 231,98 $232,45 $464,43 $39536,45 ' 1 ~,$230.62 $233,81 $464,43 $39302,64~$229,26 $235.17 $464.43 $39067,47..I ,~'$227,89 $236,54 $464,43 $38830,93 1 6 $226,51 $237,92 $464,43 -\$3,85 93,017$225,12 $239,31 $4~4,,43 $38353,70 ,~$223,72 $240,71 $464,43 $38112,99ijS222,32 $242,11 S 464,43 $37870,881QS220.91 $243,52 $464,43 $37627,36i:I..$219,49 $244,94 $464,43 $37382,42,.1.~$218,06 $246,37 $464,43 $37136,05 1~$216.62 $247,81 $464.43 $,36688,24 i~:$215.18 $249.25 $464,43 $36638,99 i~$213;72 $250,71 $464,43 $,36388.28 il 1~S 212.26 S 252,17 $464,43 $,36136,11 1 I $210,79 $253,64 S 4~4,43 $35882,471. 1 8 $209.31 $255.12 $464,43 $35627,351_~1~$207.82 $256,61 $464,43 $35310,74 :1 2Q $206.32 $258,11 $464,43 535112,63,j 2:1.·S 204~82 $259,61 $464.43 $34853,02 1 ~$203,30 $2,61,13 $464.43 $34591,892, 2~$201,78 S 262,65 $464,43 $34329,24 2~$200.25 $264.18 $4~4,43 $34065,06,~2~$198,71 $265,72 $464,43 $~3799,34..: 2~$197~16 $267,27 $464,43 $33532,07 2?$195.60 $268,83 $464~43 $'33263,24 6 $194,03 $270,40 $464,43 '$32992,842.;. 2~$3,92,45 $271,98 S 464,43 "$32720,86 3Q $190,87,$2'3,56 $4~4,43'$324 47,30 3;$189.27 $275,16 $464,43 $3~172,14 2 $187,67 S 276,76 $464,43 $31895,383.3~'$186,05 $2'8,38 $464,43 $3t617,OO 3~$184.43 $280,00 $464,43 $31337,00 3~$182.79 $281,64 $4~4,43 $31055,36 3~$181,15 $283,28 $4~4,43 $30772,08 3?-$179,50 $284,93 $464,43 $:30487,15 3~$177,84 $286,59 $464,43 $30200,56 3?$176.,17 $288,26 $464,43 $29912,30 4U $174,4S $289,95 $·464i 43 $29622,35 4~$172,79 $291,64 $4fl4,43 $29330,71 4~$171,09 $293,34 S 464,43 $29037,37 4~$169,3S $2 9 5,05 $4f>4,43 $'28742,32 •4~$167.66 S 296,77 $464,43 $.28445,55 4~$165,93 $298,50 $4~4,43 $28147,05 f 4~$164.19 $300,24 $464,43 $27846,81 4?-$162,44 $301,99 $464,43 S 27544,82 4~$160.67 $303.76 $464,43 $,,27241,06 I 4t $158.90 $305,53 $464,43 $26935,5~ 1 sQ $157.12 $307,31 $464,43 $26628,22·' i'Il \,.....~,,,...,-..._..._.-..--_..-....-.•'"..-,~-.'...~.,..._....---'-~-_.----_.,~-.....--"..--.--_.......-..-,..~:--. "c,0 "'-...._"'", /,/ "f ...'.."'..-., ,, ,.rI r . {'"J'/...__--....:.....--.--.•.-_._.~..J._.;_..__._._.~.,_..-.-#,_----__•_._._"__..-f--.'_.__..__''to..___.__~•__.__.,____._._._•.__._~._•.••_._._. ", MO~IH '_. I~TEREST 'FRJNCIPA~PAYI-1ENT BALANCE 1 5;·9)155,33 $309,10 $464,43 $26319,12r"!\(5~9)153,52 $310,91 $464,43 $26008,21 I ?~$151,71 $312,72 $464,43 $25695,49 54 .$149,89 $314,54 $464,43 $25380,95 ,5~$148,05 $316,38 $,464.43 $25064.5769)146.21 $318,22 $4~4,43 $247'46,3'55.- 57.9)144~35 $320.08 $464,43 $24426.27 5~$142.48 $321,95 $4~4.43 -,\$2'Al 04~32 5?$140,60 $323,83 $464,43 $23780,49 I 6V $138.7t $325,72 $464,43 $'23454,77 6~$136.81 $327.62 $464.43,$23127.15, I.6~S 134,90 $329,53 $464,43 $22797,62! I 6~9)132,9€$331,45 $464.43 $22466,17 6~$131,05 $333,38 $464.43 $22132.79 6~$129,10 S 335,33 $464.43,$21797,466~,$127.1~$337,28 S 464.43 $21460.18 I $125.18 $339.25 $464.43 $21120,936, 6~$123.20 $.3 4 1.23 $464.43 $20779,70 6~$121,21,$343,22 $464,43 $20436,4819$119,21 $345,22 $464.43 $200 91,26 \7~$117,19 $347,24 $464,43 $19744,02 !7~$115,1}$349.26 $464.43 $It)394.76 ?~$113,13 $351,30 $464.43 $19043,46I7~$111,08 $353,35 $464.43 $lA690,11?~$109',02 35,5,41 '., $le334.70$$464,43 7~$106,95 $357.48 $464.43 $17977,2277$104,8~$359.57 $464,43 $17617.65.~7~$102.77 $361,66 $4~4,43 $17255.997~$100,b6 $363,77 $4(,4,43 $16892,22 89 $98,53 $365,90 $464.43 $16526,32';1.$96,40 $368,03 $464.43 $16158.298. 8~$'94,25'$370.18 $464,43 $15788,118~$92.09 $372,34 $464,43 $15415,77 S~$89.92 $374,51 $464.43 .$15041.26 8~$87,74 $376,69 $464,43'$14664,57se$65,54 $378,89 $464,43 $14285.688?$83,33 $381,10 $464.43 $,13904,588~$81.11 $383.32 $464.43 $13521,26 8~$'78,87 $385,56 $464,43 $13135,709Q$76,62 $387,81 $464,43 $1~747.89 9'f $74.36 $390,07 $4(,4,43 $12357.829~$''72,08'$392,35 $464.43 $11965,47 9.s $69,79 $394.64 $4~4.43 $11570,83 9!$67.49 $39 6.94 $464,43 $11173,89 9'$65,18 $399,25 $464,43 $10774,64•9~$62.85 $401,58 "$464,43 $10373,06 97 $60.51 $403.92 $46-4,43 $9969,14 ~9§$58,15 $406.28 $464.43 $9562.86 9~$55~78 $408.65 $4~4.43 $9154.21 100 $53,40 $411,03 $464,43 $8743,18 ...._~.._-,..._.,..-.-,....---.~.~-- ,'~ I I ' ld ~''.// .' -----------...•...''.~-~---"---.-_.,. .i·; '(i l ",-- ../ IL "~ I -,' .' \' MONIH J~TEREST 'FRINCIPAL PAYMENT BALANCE "0;$51,00 $413,43 $4()4i43 $8329,75 10~'S ,48,5~$415.84 $464.43 $7913,91 lri~$'46,1~$4i8,~p $464,43 $7495,64 10~'$43,72 $420.71 $4~4.43 $?074,93 r 10'$41.27 $423,16 $464.43 $6651,77 10~S .38,80 $425,63 $464,43 $6226,14 101 $36,31 $428,12 $464,43 ..,$~HS8.02.,I10~$33,82 $430,61 $464.43 $5367.41 10~S 31,31 $433,12 $464.43 $4934.29 11U $28.78 $435,65 $464,43 $4498.64 11;$26,24 $'438.19 $4~4t43 $4060,45 li~·$23.68 $440.75 $464.43 $~619.70 11~.$21,11 $443.32 $464.43 $3176,38 11~$18,52 $445,91 $464.43 $2730.47 li~.$15,92 $448,51 $464,43 $2281.96, 11~$13,31 $451.12 $4~4.43 $1830.84 I li~$10.68 $453,75 $4~4.43 $1377.09 i.11~$8.03 $456,40 $4fl4.43 '$920.69 1 11~$5,37'$459.06 $464,43 $461,63 12V $2,80 $461~63 $464,43 .$0 • ;~ -"_.- -~_•._ "_~.'"'-_.•_.'.~._-~__•.,.__•••-"',..,_,~_.~.._-r'~.~_.•__._-.___'-.__. .\",....'..' " ) /." ----r"'-'- :t;.. ~.• IN THE COURT OF COMMON PLEAS OF WASHINGTON COUNTY,PENNSYLVANIA ORPHANS'COURT DIVISION IN RE: ESTATE OF WILLIAM McK.SMITH. ) ) )NO.!o,S7 ~//9'76" )-'lll) ) DEC R E E the AND NOW,this tlcY ~ay of ~2 within Petition having been presentid to Court and ,1970, after due consideration it appearing that all parties in interest are willing to execute the lease attached to the Petition upon receiv ing approval of the Orphans'Court to do so,upon motion of John F.Wiley,Counsel for said petitioner,the Mellon National Bank and Trust Company,Successor Trustee,is hereby authorized and directed to execute said lease,together wit~the other parties in interest,and to expend f6r capital improvements its share of up to Twenty Thousand ($20,000.00)Dollars on said property. B - 4 - PETITION FOR AUTHORITY TO LEASE .. 'j. 't\?\ \) Qv c,\ \'" \(\i~~ '\\: JOHN F.WILEY s-)tJ--77 HARVEY STuARt \ REGISYER OF.~·.!H ftl ":EILED~ ATTORNEY AT LAW 417 WASHINGTON TRUST BUILDING /?,:;~S43~1J PENNSYLVANIA ·i'.l·1l 11·~1 ~,.,-, '.,~:, :~,. ....,~; j'r .' ""'IT ~ t..~0 -I J:g Z Z !II 'TI0(• ~~ r -»r:E fTI-< ".' z "\ "" ,:.. .;::,/ \. .,. IN THE COURT OF,COMMON 'PLEAS OF WASHINGTON COUNTY,PENNSYLVANIA ORPHANS'COURT DIVISION IN RE:ESTATE OF WILLIAM McK.SMITH )'NO.'3 ~70-/0$7 1976 PETITION FOR AUTHORIZATION TO JOIN IN OPTION AND SUBSEQUENTLY EXECUTE LEASE. The Petition of Mellon :ti"J8Jt~Bank,~.A.respectfully represents: 1.Your Petitioner was duly a~pointed successor Truste under the Will of William McK.Smith and is acting in such capacity. Said Will being marked Exhibit "A".and is hereto attached,which one-half interest in a tract of 22 acres of land situate in Sout Exhibit "B"hereto attached. 2.Among the.a~sets of said trusteeship there is a 3.The beneficiaries under said Tr~st larly described in Deed Book Volume 1269,page 1113,and shown 0 Strabane Township,Washington County-,Pennsylvania as more parti Will does not specifically authririze leases beiond five (5)year • life tenant,and John W.McIlvaine and Emsie Ann Parker who have I waived the notice of presentation 6f this Petition and have joined in the prayer thereof shown by Exhibit "c"hereto attache 4.Subject to permission of your Honorable Court,the parties in interest have agreed to enter into an option to leas e t he abov~des cribed tract of land on the'terms and condi- *1 ~ t t ~F,~'~",• tions set forth in Exhibit '!D'!hereto .attached. 5.That in the event.of the exercise of said Option and subject to the approyal of yo~r Honorable Court,the lease. to be signed is to be substantia'llyin accordance with Exhibit "E"hereto attached plus certai'n '~th~r"pe~tinent items as more specifically set forth in Exhibit "D". ..",, .. 6.The said tract of land is non-productive,in fact, is being carried at a loss due to the taxes thereon and it is to the best interest of all parties concerned as well as the Trust above referred to that the same be developed. WHEREFORE,your Petitioner would pray for authority to: A.Join in the execution of the option to lease shown B.That subsequently in the event that option is exer- cised to join in the execution of a lease~,ubstantially in the form at Exhibit "E"plus pertinent items set forth in the option to lease shown as Exhibit "D"and it will ever pray,etc. t. ,. .. ;l /./ /.' .' ,. ,." ,~..:""~;.,,'1.H~:< -> 't.''.~",,~ ,jr '1 .,;'?,(:f ~ ~~;';-~:~~: ,,';;'ii,.".I;;; ",-to ",' 1.I, "- ,' ,, .. i!. r I, I\;, f:.,,.,' 1,WILLIAM McKENHAN SHITH,of Sonth Strdbane Township, Washington Countr,Pennsr~vania,do mnke,p~blish and qcclare the following as and for ~Last Will a~d Testam~nt,revoking all expenses be ~,id by ~~xecutors hereinafter appOinted as soon after ~d~ceas'e al)may be fo~nd convenient. LAST r:IU A~ID TE:;rAlAWr ITEM I.I direct that aU ~just debts !lnd funeral then said residence to be solq in ai:corqance ."..i th the judgmer.t of .other testamentary papers of !lny crn,racter by me made. ~Trustees or Trustee herei~fter ramed,the same to fall into ~ esU\te to be disposed of as hcreinafter provided.. ITEM III.I give,?ev1:e ard be~ueath to qy 1aughter, EnlSie Smith L:cIlvallle,One Thp'~sar4 ($lOI)l).::JO)Dollo'lrs ir.cash at ITEM II.I give,qevise ~nd bequeath to ~'Nife,Lucy ~t~er S~th,all ~furniture and hous~,old equipment,clothing, Jewelry,f~nishings,trinkets and ~utomobiles,end such other miscellaneous articles of like nature,together with Twenty-five Hundred (~2580.00)Dollars,~5ai9 wife,Lucy Butler Smith, sha~l have the full use of the famifY reside~ce for and during her,. lifetime if she so desires,free of any re~t,3nd at her death, or if she should desire to live elSewhere,then r.ald fanily resi- dence to be at t~e disposal Of ~bfoth&r,UlY5r:€S S.Grant-Smith, during his lifetimP if he desires the use of the same,if not, ($igned) WILLIAt.\ McKEN}!AN SMITH Jllny.21, 1947 I-~" \_~ ", ITEM IV.I give,d~vise ~nd bequeath to eAch one of ••those employed in ~household at mw dea~,h~v:ng ~e~n in ser\'l:e for three years or over,as a p~lr personal gift to ea:h of ~uch, Two ~undred and Fifty (~250.00)Dollars. nEIl V.,I give,devise apd bequeath all II\Y share and interest in a library which if owr.ed by ~.brother,Ulysses S. i.'" " ,., I t r / .'.,j ~-~~ .,,":'.... • •I t "'l.•'-..,_...',',.~I-.'~ •i "._.\..!I' ~,';.'..:,r 0#-'..',.'. '0.,"''''"'"~.....,...:-~.....,..olo .... ,,f' I.I.,'~:t l ' ..;.' \, 'j j ·1 ., \' ., (a).To p.;y to nv ":ife,Lucy Butler Smith,tor nnd d~rip~the term of ncr natural life,all the netil:t:O~.t'ever Elrod apove e~p(nses and financial requ1r~­ :;):nts incident ar.\!rJ(:c<:pary to the carrying out of rrt-'in~truction5 ip th'"fOMgement of DtY'estate,but cr~y ,~po~~e expr~s5e1 ter~s and conditiens as are fU'l1)o1 her;lr\3!'ter, rtlly Q~;I mi'jht or could cO:'ltrol '1nd Mr.aee if I were liv1.ng,and in.1ft.r:r r',cite,i.Said 'fruste.'s or Trustee,as the case flSy be, in accordance ,'!it(:corditions nnd 1n~tr\Jctions IlS hertinarter to ~cld ,'lid property ir.trl.\st,tq assl.4lre 1',111 chnrge,control and 1:'.~.;:3f.:;cl~,,;r,t of the)whole of ~sai~estate a~hereinafter recited, ~he,I,li""th':,same,and n-'l~~ing the sa::lC ns compl'Jtcly and effectu- Grant-Snith ~nd mv~elf,to ~brother,Ulysses S.GTant-Smit~,ab- ~:ilut"l:r,iH¥1 if he do'.!;-r,ot sUl'viVe lri!,then rill ;~:;aic.!iflt,.=rest ir.r.::J.irl libr!1ry I giv/},d';vise arrl btqueath'to 'iil1shipgton &'Jeffer- PC!'1Il.o;ylvaniL!,·Il11 the rest,residup find r.1mail'der of ~estl'\te, r"al,r,c:r~ol)!\l arC mixed of Yihllt:;o,-,ver nature an:!wheresoever sit- 1.13 te which I ~",/own or have thc r~ght to disposc of at the tim$ ITt::,~VI.I eiv~,dcvi'se and boqulJl1th unto the Citizens 1Jation.11 13MiI~')f \'a::;hington,P(:nn~lvl1nia,af):!~brother,'!yssee ::.I}rant..Srr,Hh,:md ~'Nife,Lucy ~utler Smith,of ":ashington, of 11i::rlr.:l til,ir.tru~t r,evertheless,for the uses 'lnd purposes here- (Si?"ciJ ':,E I..l.;].! ~!ci\:'~;:!.;fJ • .'.~.·",tj,;,.~·t.-q!.~,"':~tt_t".lol.,~.~'."'"d ~ ," (c).Upo~the death of C\f dnughter,Emsie,or in th'C event sr.'"should be :Iecea5~d at the time of DtY' wife's death,I 1ir.:ct ~Trustees,or Trustee,to set :lsidc the S'~of Fiftcc~Thousr.nd ($15,000.00) Doll:lrs out of ~e cor~us of ~estAte which shall be turncQ !Ncr in t!l".lst tQ the rrust,~'(;'s of th'~protestant EFiscopal Dioces~of Pittsburgh,Fcnn~lvania,the 10- cor:x;fro:n which :;aid 5'1m shall he p':lid to the Vestrymen ef t,c Trinity Episccp~l Church af ,~shington,Penn~l- (b).Upon the'death of C\f wife,I direct said Trustees,or Tr~ste~,tp pay to C\f daUghter,Emsie,inter- l!\-'lrried witt.John L:cpv~ine,for and during her natural lifcti~et the whole ~f the net income as determined in p.ccordance with the foregoing paragraph,but only upon th,;expr';fi~cd tc;!'ms and conditions l'.!:arc foun:!hcrein- :lfter.:. "", j , ", .'~,,:'--. ",l. ;/.(. " '-~,_.'.....:1 '.T". ". 1 '.o ..'...-~''''''•.:-'~~.-...o::'''''''''''~'~-'''''''~._-...._'.\00-<0 ,.I" .' ~" "••<.~.t,·!'t.•> >~!'. ..,,~".''''•.f ;~" ...-: ~-.,:-..' ;;. " },~", \. , • ,.\.1 :,.l'. ~.f'J "1,;, ~"'-'..~ ":t'''''1 '. '.,:,.,!t'. i \.t ,.. ..... " '",. 0'1 c.:>. ."'~....I .~ '" ,. '!:.. I' {. f'...... I. !,.- v:,ni~,.;Oi(';1 s~illl "C:for th0 !;:ne:f1t '"oJ P.dV1~.C"­ ment of the:said church at "lasn1ngton,rcnnsy1vrnia, (d)The rl;mlining prindp.u 01 the carpllS of ~J~t~tc ip the hn~s of ~~~id Trust~Js or Trustee, sh"U be held in tru~t in tts entirety I1nd pay to ~. Gr!.lnds~n,Jehn Will1ilm Smi?2.WcB.vaine,until"he sl\2.11 h~VC p.rrived nt 'the ?gc of thirty-six (36)yc~rs,one- hqlf the net income ~.h(:rdr;r.·dc;tcrminf;d in the lI'ilnncr h'cr"inucforf;r.:;cited,lind ~'IlY to rr:J Grandd~ughter,Elll!ie I.nn /.!cIlvain(;,onc-hflH ~f the net incorn::th;:;rcfrom ctetc:rminc~in the mapner h~r(;inbcrore recited until ~ Gnndson,clohn V!ilH~rn Sm.trh li.cIlvlline,I!rrivcs at the ~gc of thirty-six (36)Y2'fs,at ~~ich time the said truEt ';ft~t"~Mll tr:rr.:imt,c,~nd onc-Mlf of said e~t~te shr:ll b0 turned ovsr in its entirety to ~ ('rrllr.d:;on,John I·illi.'ll"Smah l.:cllvainc,~nd ore-h~lf of its .::ntircty to rrr Grl111liHIl'lghter,El!lSic Anr.YeIl- v.1inc. (g),It is :r'\;ir.t;Jr.tior,;,;-..1 I rjQ 50 dir~ct that if ~!Grc:~,ds:;n,Johr.\'iHi;:r.Sr.,it~;~.'cIlnine,should die tc·:·I:!""he ;;rrivcs !'t th,~"-g(;of thirty-six (36)years lE'~'1ir.?childr,"n to SlOrvivc hin:',;md ~vrifc,Lucy Ilutler .>:i...~.,;:r.d ~v''::'1Uer.~cr,;:!¥ic ~r'.ith 1:cIlv!line,beth <)rc d~~~~se~,the onc-hllf of s~id t~st cst~tc or the ~nolc of 53id tr\.:5t .:st"te ,:tr,.:C!!SC rfEJy b,~'i~hich he Vlo'"ld shere,s~,ll F~sS to ,~d b2 vested i~his ch'ldre~living '1',tr.c tirr.e of his q"'lt.r.;hO"o':;:;v',/t i:-rrry 5~id Gr'lr.dson . r,hcuL:die:L.'~vir.g cr.iler!'n surviving hie:bero!"·:;he C'lr.lil tc th~~g(:~f thirty-"lx ()6).0:rs,~nd either ~ ~",,€ht<.r,Er-,sil:,or rTf 'Ai!':',bey ~tler Slr.ith,0r both, b..:living,th·;,r.',,;.,or.tr,E :;c,1th of bcth,or Gf th::one u;:,t hi',S survivd t:1C other,tr.c:s~.~r:nhich he would t,ke 'cf snit1 :ruet Jstate r.1d he lived to the ags of tr.irt;i-s,i.x,~n(-h"l(01't~·;;;'lh01(:,~:;tho::case r.n;,'be, ~l';111 1':;:-5 to,v(:st ir,;'.!"c tc t1Jf'neo OV~r if.its entirety t.O s;d chiidr.:n s'lrv:vir.g hir..2:'the:tiroc ;,f his d3ath. (f)In C·-,S8 c;f th'J :\<:i!th of lilt Gran:!~~r.,John ',i illi·'rr:6r..Hh ;.:C Ilv,inc,b;;fere "1.f,rriv"0 ;.t the age .J[·.t:~rt:/-six ()6J :,u,rs tL·,r.r.:y Gr<or,dd;l'lghtcr,Emsic "!";f !:cn""ino:,i~t~c·;·rrr intr;possession "bso1'..!tcly of .".t-.o:c·v·~r ~E:r sh·,r;:,""'"-"be ;·'\.;'~n sh.;:irrives at the ~rr2 C1 n:er.t:r-six (26)yc"rs,;;.oid truot €:state liS to I-,,'r t·;:nl.:t';r.:lin~t.::q ~t t!1~t tir.-e, (1;),In cas~of th"de~th or ~Grandsor.,John fiilli:l:1";~r:ith ;.~cI1v'line,I>:for ~he i1rrives 'it the age0:thirty-s~:';'1r5,ar.a ·::ithcut chil1rcn living at the tir;:·,of his du,th,th:r,tr,,:',Ihole of So'lid trust estate ~:':,ll toe for th"to·"~10f:'t -'m ~;,c:r.f r:,y Gr;;r.q:1ughL:r, Er.5:~!,nr.I.:cllv1inc,"'I:r.'to h·..r in its entirety when s'::.,!"r:\·ep,1t ~hc ,:,;;c ,1:"t'·icr.t:;-six (26)years;if 1!fI G!·n~d:·ljbhter,:."",sic f,nr,Lcnv~:ine,sh~Jll:e'deccClsed "II:'thc~t ·:i·.E:ir~n livir-?."It the tir..c of ;Y;r death before ':or:.ir.r ir.~i)pos:;,;sslcr:of ij,;,i1 trU5t CSt-.1tC as hereip provided,.tiEr:,I'd cr.tLr:.trJ~t cstL!te shull be for the us'.'::1:.;t..~n':fit of rt>.'J!"i!!.,dsol:,<'ohr."illhm Smith 1icIl·!-.illo;,1S h·~!"dr:t=rc':ii~rl,.~rrj go tc him in its cnt in·ty when h.;1rriv.,,,n t toe:ng"of thirty-six (6) :{::,'lfS. ·JELl"'.1 LieK:::rD.:1 ...;,lq..···:••.•11. lIt7 (Sier.:d ) J.lny '2'), i-f I' I. I .",,', ",. ·.'·.. '. .' \...."'t ., " Y.~i1rs h,:fe-rJ t.t:c,du.th of rrw da\Jght,~r,LlI'1Sic,she hrwing come into ,., . t ,_.~. ., ~:~~~.~~~\.,-- t .j i!I t iII,I i Ii !.'"-V '-----II j- Ir i,·· \ "">oj"'•.,'~ ,,I, ~'~.,. '. ~.t· .. ,1 ,; ".:",i'),;~'i~',~~ ••'J,.. i.~~.t~~"'~'.r.~;.(;~:. \~,. .f.I:'" ;,, " .:' .. (h ,.It i~rrw intenti9n nnd I do so direct th'!t if ~Gr.:mddnugt)tcr,'-r.lSlc:Ann iIlcllv:linv,should die bcfor2 she ~rr~vc~nt the ~ge of twonty-six (26) YC[lrS Laving children to slJrvivc her,n.oo DV wife, Lucy Butler Smith,~n4 rrw dflughter,Emsie SlIIith Mc- Ilvp.~,both are deceased,the 0no-hAlf of said'trust estl\t~Cr the whol,;of said.,tZ:ullt"cstnte as,ttlo case ~ r..,y b:which sh!)lVould shllrf:,sh31i'pnss to and be v("skd in hoI'.children l1vipg ~t the.ti~of her de3thJ how"vc:r,if rrw M id ~ClnOda)Jghter should die leaving children surviving her bcfor~she came to the age ot tr:C)r.t:,'-s1x (26)yc~rs,1lrl't1 either my daup;hter,Emsie, or ll\f wife,Lucy Butler Smith,or both,be living,then uron the dC.1th of both,.or of tnc one ttmt has survived thtO oth.;r,the share -:ihien she lIould t'lke of said trust CSt..<lt"hnd she liv,;d to the ege of twentY-8~years, on~-half or the whole,P.S the case may bo,shall paBS to,v{st in ~rxi be t4rned qvcr in its entirew to said children 5~rviving h3r at the ti~of her death. (i).r dirc:t thnt i~case ot the dc~th of mr wife,Lucy Butler ~ith,o~in case of the d~ath ot ~ brother,Uly~s~s S.Grant-~r.tith"no substitution be mndc:fc-:-'::~t.n,,:r "f tt}':r.ll in cPose of the death of one tn,;snid Citizens NJ.!ti"!'r~l Il.<lnk of Yiashington,f'onnsyl- v"nlll,"rin .:Ict r.s jc;lint T!>u~tce with tha other,until .the d.:;nth of tr.et other,<;~y:Mch ti~s!\id Cit1zems ~~tion2l ~r~shall ~ontin~QS sole Trusteo of mf e~t1tc. ITE!J VIII.In the ev::nt t:rJ s~i4 Granddaughter,Emsie Anr.1:cI~v;\inc,shall hav,~arriv.;d at till:;lge of twenty-S~(26) yc;\rs tsforc th~d0~th of ~d~ughtc~,Em51~,she ~ving come into 1 t~lc~(,njoym,:nt of hcr life t'stl\tc,thal'l upon the death of IItY MUgh- h'f,I:;r.lsic,s:'id trust cstlltc ::"r,to h~m shl'll terminate 11.00 I direct that sllid onc-h~lf (~)of the trust e~tate herein provided shall b';paid to Ill.Y s::lid Grar.dson,John Vlil~iam Smith YonvEline.In the Gvent ~l~t rrw said daughter,£~i~,srall be dece!scd before the death cf ~wife,Luc;r Butler $~th,and rrwGrandson shall have ~rrivcd ~t thG a~~of thiity~six ()6)ye~rs before tho death of Lur:y Butler Smith,then upon h.:r d~a~said trust estate shall t.::rmimtc (lTd I dir~ct th3t on.:-IvlH (t>of said trust Elstatc ••sh.....n b,:p~~d to the s~id John Willi"_l1I Smith )icnvll1ne. ITEM VII,In tt,E;cve~Il\I sAit!Grandson,Jol\n -'Uljam S:nith tlcHv:,',:"",sh:\l1 h.:Jv',arrived n~the er,e ot thirty-six 06 (Signed)r/ILLIAJI. McK _~lN:,N SIHTH _Ir,n;r 29,19117 \ ,~, ,.. IJ' /' ................,.........._-~...;~..~_.- .;'....:.. .', 't,\-O d "1 ~-;..,'..1of'j,.. IIII ('; JI, 'J ,\ ! sh,111 h.:.ve :~rrivcd ;;,t tht.:'lg.:.:of t1':cnty-~ix (26)years before the da.1th of Lucy Butler Smith,th::r.'lprn hcr dt;;~th sr.id trust estato sh'lll te:r:nin"to :.nd I direct thllt onc-hl\~f tt)of s,:.id trust the de:::'th of rrcr \:ife,Lucy futle%'Slflith,find rrcr Grendd'lughtcr In th:c event t~l:.t :1\i'!S1:id (l1ug~tq',?::r.1'k,5h::11 be:dcco'lscd before estllt.::!:h~ll b.;;F~id to the S'lid Emsic Ann H::nvl\inc. ITEM IX.If both rrv's~id Gr'lndchi1qrcn s~ll die lC'lving nny child,or chilctnn surv!'lir'r t!h.lt:,th(;n Ilnd in V1at the c;njOYT:lCnt of h::r liL ::::t.,t;::,t.1cn 'If'';n thr:d~r!t!\!';.f :':If d'lughter,Er.:sie,5,-U trllst .:.st.~t:;IlS t~h.:r ~!;"ll t\.rrr.1ww ,,00 beforo r~'!lching the rcspc::tivc:ng::s r,,::r,.lnt~fr')r€set f-~rth,not vided sh.'!ll r,J paid to ~5:.id Gr:!rrldr!~::tcr,ElI\.~ie Ann McUvr.inc. " .::;·1 / ,..' c:.s,J tho prindp.11 of sllid tru~t fu:'\d ·llJe.th');cath of both ~ wife,Lucy Butlor Smith,:md II\Y d~ht.:;r,Er.-.s1e Sl:!itn hcnva1ne, (Signed)Or upon the dentl)of th,;survivor of them th"n ~,nd in ttj'lt case.;lLLlJ.ld :cKi::r:NJ.N th.);Jr1nci,,'l1 of ~:Iid trust e~t!lt..:!llVlll p~=,s to :"net b(;c~mc vest-.:;nTH c1'2-:J;f 29,1947 c(i in "'~shir.gtcn ,;,c!cffl;rson Collego Imj bdong te 91\i1 CoHen .,t CoHeg"'l':'.1?d·::c m C1dvisllble within the general purposes of s~1d institution. ""I provided th'2t 1nco,""fre'n:rr:'f said '"~t;:te be pp.1.j t"l ~.wi!(',Lucy Butler SmitT"or to ~'d:lllghtcr,~mzie Smith ljcnv~in~,or to rtf! ~~ndson,John ~111iam Smitp ~~l1v!l1r.c,or to ~Gr~d~~~gntef, ,'"l.~ Emsic Ann ~I1v~ine,as S11d 1nccpE is p'lid to ~ny on~of thQm ,,.. "S provided hacin,it sh'lll Le pid or.ly t,~thc individuals p"r- somlly,"',nd th~s,"r.e ~hell nut b"p.c:·~blt::to •ny othLT person by fLason of l!ny tr,nsf':'r or I\s~igrllxnt,by oper~t1on of 1I"w Of'~'..- othan-:ise,or orv'sup;:os::d or possible ri(.'ht of eith:r of 5"\i4 I!lCntioncd p.-1rtL=to rcccivr:thJs-:n::·.5.:.id inco~~or I'.n::pOTt~on of the 5illOC 5Mll not be li'"blc ip >1ny rr>nr.·:r ir:tile possees1on 1""./ .. /!. • -'."•,1 ::,.;':"'-',:.'4:.• ,,<'~\~:,-~> ,,-..~~,"t._~1' (~l \·,d:'( .~t '~."l:~~t,t~~.~1~~"~l":»lttJ ,.,",L•••""1'".'_:,.t;'!.~:,~I,i::~;:t·;i~~~1i; ,', ",,'"_..,r, ~~.....-......-~~~•.,.,...-..~"'1 ,',. :' .,( ,., (g).To ."let witi!tile S'lr.:c pol'lers ov..;r the trJst . I ,(fl.T~n"k:~r:y cor.posit1ons or ccr~ro~s~s in connection I:it'!tl:.si!1.;sr cr hg~.l controv'cpics y,'hicn ~s~id Excc'Jtc·rs er Trust'::Gs n-.]d::.:..r.,r<.QViS,1bL cr advllnt'lgco1;s • (d l.To -pUTchJ SE rec.l,,,;iV,tc,~.r.d th:::'i:".!::e r t plc~$urc or discr~tipn to ~lll cr~.~onvey,~5 ~bov€ provided.".' (0).To hoi:!1m;r,t~in ~r:y innstr.l.nt y,'hich I rrr..y h~vc ",t tr.:ti:'C of ro'i:L,;th. (d.To ;'<'Ike n+t"rllqo!'.s,r.-.pirs,~dditions :en:! i:rrprove~.:.nts to rcal est?tc 'rd ere ct n,VI buildi!"gs thcnon. (1:).To !:lertg'!!;""S:1"r<:,tx':r,':!~0 or .jein in the ' p':rt~tiofl of r-~r.l cs~r.t0,~rc ~I)h'!sc,l·~t ...nd ~,-.lSi! tho :>r:rr,;;. (a).To sell '\ny re"l cstr,tc Y'liich rI"y '!t ~ny tir.0 'tle r:"rt of ~est."'.t-s,fer SU,~!l p-icE:or pri ~cs, I.1pon sue!'!toerl'l,in such ,;0.;;Cf'l:'.....nr.•,r,or for such ir.kr. cst::"nd cst.-t"s,,s r.i'\y be ;':;01.\,,0 wise,nne to !'Y.\<.:gooj c!,;.:d Qr q;::."d;:tl'L;refqr to th"I'ur('h"~(;r or purch-.sers tl::r.':lf,"..ithm:t '\r:y o~lii','\ti?r,on th·;l ...tt:,r t.:o 5,.,o to, or b"r:spollsiblE fOll,fr."'l[l:licr.ticon of th(,purcr~'!~€ money ·/lnier.si:lcs of r,,;:l ,:st.',te xy 'r'c cith:r public or priv'!te 5~lcs. rr;,y bJ helpful in the '\d~iristr~tionof s".id ~st"tc '\nd trU$t,I.. general por.trs vctted in t~J Tru~t8~s,or Trust~c,but with the kind of Rny one of S<'!id pRrties.None of s,id p.'\rti":S ill t,~e tici~'\tion,~ic~'\tion or ~s~igr.m2nt of ~ny income so to be p~id, f\~it h distinetly'md Q~rc~s~y directed th"t the;p;,)'!!;cnt of ~ncome to r-ny One of th~prrtics P.$~h~vc herein provided,shr.ll be free from controJ,~ontr'!cts,dc;Hs,li'\biHties,judgnents, levies,cl~f~or cng~ge~~nt~hcn~toforc or hereafter inc~r0d,ccn- .....i-I' ,, .'1~, ., \('.~.1 .. " " ..",-#O ..........~._.~__•...-.....__ 't'.../ ~(>;'1'"i'Ir,)...\ot.1,",, ,'f....-t••_......_._~~~.._~.",__._ .t.!,;, ,.' t .1 \.\. " ,I'.', .,.' '<":~ ,,. " \:I t"...~~•J'\.-. I'.•~ rl"· .',.-<~!"•~'. .·1 I ,'...'t,~"~. L " i '.t,J' projJc.rty th"t 5,'\id Executors~l1d Tr-Jst.::r;r,'Nculd pos- S(;5S ~;"ri;it the cctua~Olm(;r ~h("r",of. (h).To subscribe for stqck cl~otm2nts. I (i).To inv(Jst and reinv~;;t;~"',3lJr am ch,~nge inv,JstllLnts ~nd ninv;;stmcnts from ttll'.c to tine !It the discretion of scid Executors ~nd Tr~stccs,not being confined in rr.'king investments to VIM t "r,cOr!lllOnly kno.vn IlS "l('G~l"investr:l(,nts,r03ning inv~stmcnts of a cn~ract2r to vmich Trust",(;~r.rc by 11w confined. (j).I direct ~Trustees,to withhold'from s~lu or di~po~ition of the sll~e in ~ny ~~nn(;r,~income rv\l est'\.tr.lcc<:tcd on ~ast B.:au Str~et .'lfld L1ain Street, ,"00 that ....'lich is lcc~t4d on \,est Bei1U Strctt and !fnin Street,W~fr.l~ton,~~nnsylv!!ryia,for ~t least the term of fift.:cn (l~):fGr,r5 n{t"r m:.r doce'lse,it baing Jr!1 de- sir~and n~instruction~in try2 c'lrryir~,out of Jr!1 said Will,th!!t the incono c0!!ring prop0rtr so located,shall not be sold or dispcscq of in any mRnnur until fifteen (~,)y~r:r5~ft8r~d.;~th. ~E~t;;.te in wh;ctsoevcr c~p~city,c!thef ~s Executor or as Trus- XII.I hcr"hy direct t~~t in th~administration ot XIII.I direct h~'~vcr,th~t no rcnl estate of Which I die s~iz(;d,or ~ny intcr~st in the snme,shall be sold for a pcrioj of five Y~3rs ~ftcr mY death,unless however,Jr!1 brother, ULYSSES S.G?.Aln'-5PTII,should decide thnt it would be to the best ~dv~ntngc of ~"cs~'tc thft.~the ~ame or some pnrt of the s~me. should be sold.~brcther dur~g his lifetime to have the abeo- It:te :ktcrmin°tir)n lcspccting ~5eid rC'll est-,te. ~ XIV.I horeb';Iluthcri~e my Executors herein namd to ~ke WhA t,:vcr st(PS '\,y be necli:ss:ry to ~"rOlf wha tever alllOunts ;':"tlTI'\Y be ne'cded to ri"-y inh'3111tnncc t'lxes or P.ny other Ulxes of arv of ~1crificine ~ny s.:c.r~ty or ~ny portiOn of my estP.te which in..~ the::detc'rmim t~on of siid E.xecu~ors rr.ight nced to be done,givinC..., chnrJctcr Whp.tsocvcr,~ichthe l~w provides should be paid on my ,::st:'.t0,cHh,'!'fcdor.,J\tor St~tc,so th~t there will be no'necessity (ei::<1)ter::it r..~y 0:,1dminist<::rcd or ll'llmge1,'1l'brother.ULYSSES S.GRArrr-'"V1'-..;'/ILLIA/.i .McKi':'ilJ/,N SI'I1'H;sh,,11 h~.vc complete :.jupcrvision of the real estate or which Sl~ITHJ,ny 29,1947 I diCJ se:izcd,M\d th'lt his judgment end dec1sio!'1 liS to the dispo- sition of the s~rne 5hr.ll be final ~nd ebsolut~. i'~"J I " ...'-:!'t . I '.. ,. ,. J:i /.!,. .-,.." .. ..' considered ~s so muc~mon0Y paid to s~ch ~~r~or~or ~~plic~to th0ir US0,with like ~ffect in every respect ps if tl:e se~amount of money,or its 01uivaler,t,h!~d bt.ca p-~id,trllj"lsfcrrc.d,or convilyed dirJctly to th0~by ~s~id Ex'ccutors or Trustees,r.nd the st~te­ mcnt of the ,'Jmo~nts ~~id cr incurr0d by ~s~i4 Executors or Trustec~ .:;sl,'Hc th,'!t in thdr jUd~::l~nt fhculd b"dOne 11'\ord~r tl.J raise sufficient funds for thu purpo~;,;of thu p::y::x;nt of s':lid tex. h-:.rdn full r.uthorHy rryj POI'/cf to nllo.ct'~l~,~nd cv;;'rj r"quircm"nt "'..~'.., r ~." I dir~ct th~t~in C:~C ~ny liti~ntion ~hr.tuvcr Arisc~. in NSp,.ct to this ',1111,or :ni of its provi1:ions,or its prob'!to, or concerning tll.:tru$ts hercbJ(cr,:,1V:d,or ~r of thel'l,nll the costs,d1sburscm~nts ,~r,j 1:How:-.nccs 'l\mrdeQ by the Court to all rieht ,~nd d.uU,:s co;'\ccrni;;g th~S11~,or dtb respect to the con- struction of thi=s Will,or !!ny qu,:sUor,s gra,:ine out thereot,shall. th,"plrU"'s conccr:1,;d in such +itirnti,cn,cnd nlso r.ll the costs" distlurs0:-.....nts,('oun~c~f",cs ~n1 eJ<;'cnses of cv,;ry W!:iC,I'\'!turC and proci.a,din~s l\e,'J~r,st t!lC s~id t'ft·ccutors or tl'USt,,::s and shall be d"scription,;,hich r::y Q;;l incurr"d by th;;.:;x',cutors of or the Trur-t,"cs 'JflCbr this 1:;111,in d.,::fem ing or prcpori:1a tc defend any ~UCI1 l'::r~l proc.;cd:'r.gs,or in t"king ,~dvicc dth respect to ttwir (;iignc-d) "IILLUM ~.:CK~!;~·!AN S':ITH Jnn;r 29,J9L7 b2 cr.,rpf:d ~g~i:1st th~:~Jn(\ur.t I'tl:r..ing un:!~r tt.is ",ill or othcMrisc from ~~stnt~to the ~er~on~~omrn:ncir~or jeining in such legal " •?J ., / I ! " "r "'j :.., "",',," " \', I" i ':,, '..I" ~s aforcs:Jid,sh~ll b.::~eccrt,~ns conclusive u~on any ~ccounting by them wi~'resp~ct thcr0to,~th rs to the rccson~blepess of a~ counsel fees p~id end ~s to th~corrcc~ncss of r11 p~~nts ~~de• both of ;:;:lshington,P"nn~ylv"n1n,Or tho::survivor or survivors of thcm,~s .sxcl;utors 01'this ~L1lst ,':ill ,"TV:T·~st~mcnt,~~y :'lid .~ Executers sh~:ll h~vc tull pOl'l"r Ilt th~ir discrc·Hon,to do ('~dnd ~;~')t~~~ " '/.... !'.; "..- I •. '. '~i l·:l.~I·,,...~... •...~. I ,..' (51 sncr:l)':'iI.lt.'!'!.'eKE1:NMI S!;tTfi ~SEAL) By rUlson of th-::ncqu.:i.n~1r.C()of the firm of Ibrrlll(;r th0r.i,or the ~lrvivor of the t.':o ::l;;.lc,;)rs of this !'irr.'!,'!s Counse:+. i dil Get ny executors ~nd Trustees h,;f~tcfor<.:n.::r:cd,to retain P"'V'f,h::r~unto ·"ffiXed r:;:~i.g:"l"tur""04 5,;),\1 this 29 q'!y of J-nu1ry,A.D.,Ow;ThJu~1nd ~lin(!Iur.~lrcd ro.ra forty seven Imj ,,\11 cl~ir:l.<;t ch..r~,':;,Qcbts ::nd de~1nds r,'h"tsc~v,"r :!g~inst or in f",~vor of rir ,.:,t·,tq 'S f'-Illy ,~s I couU do if livinc.An ~1~CS ~f ~ny ch:r~ct(:"t inqlud1nc inh~rit~nc~t~~,to ~c pai4 ~J ~f,;stnw. nll things ncccss~ry for tho completo n~~inistr~t10r.o!''C'C~~1tc, :::r.d to co~our.d,cO::J[rcr-.isc or otherwise to s.;;ttl~0:"d ius/:.tJ.Tr/ •;-;! 'i.,~'~' ....?: !l(:~~~~ ~'".--:-' .''f',t .. 1 I "., .,.".,.,'~., • '.•,-..I '.. ..,'-~-~._"--~.....~~....-..--.,........-~..._,-.--.. I.>.-,-.L--.:-~~...,__./•• .'('I ,,.. ",~4:~.'~'~.~.. • Signed,SQdc-d,published rmd dccl:~rcd by ttj(;fo:ego~ r.'llll<::d Test-itor,'l.'Il"l.IAM)lctKENNAN S!!I'fll,1\8 -:00 for his Last Util ~nQ l'C5UlCi.:nt in our prcs~ncc,'ard we,Qt ilh request lmd 1"hh presence ~nct in th~prfsc9=e of cnch other,t~VG hereunto BUb- scrib~d our n"r~~~~witnesses to the dU0 cxccut!on thcr~ot,this A.D.,1~47 > G:.r~NETT !).YOUNG , lIMUE S.l:EllEZLY " I1i I I -l'!. I.j I fI I j,. ~1"' .1~I '" I ......\l ,. ;.,' I' :.. •s:'.'or l,.~'._ ,{~ r ., '.\. EXHIBIT "c" WAIVER OF NOTICE OF PRESENTATION OF PETITIONER AND JOINDER IN THE PRAYER THEREOF. .-J AND NOW,this ::z 'it"C'day of Septemb~er,1976,we the. undersigned being all of,the benE!fitiaties a't tht's'tim.e under the~..~"-t. Will of William McK.Smith,deceased,and all being sui-juris, and having been presented with a copy of the Petition of the ,. Mellon Bank.N.A.;ifo,;authority to join in the option to lease and sbbsequent lease of certain twenty~t~o (22)acre tract of land situate in South Strabane Township,Washington County,Penn- sylvania,hereby waive notice of the presentation of said Petitio and join in the prayer thereof. --------------------------------------.----------, EXHIBIT liD" OPTION TO LEASE Made this 12th day of July,1976,by and between John W. McIlvaine and Shirley W.McIlvaine,his wife,and Leslie Parker N.A. and Emsie Ann Parker,his wife,and Mellon ~Bank,1 Trustee of "the Estate of William McKennan Smith,hereinafter called Owners:and Penn West Centers,a joint venture between Tara Investment Co.("Tara"),a Utah Corpor- ation and CHA Development Corporation (CHADCO), a Utah Corporation hereinafter called Lessees. Owners hereby grant to Lessees an option to lease twenty- two (22)acres more or less of the ground described below for a period of 180 days upon owners obtaining the public zoning necessary for the development of a shopping center subdivision. Said 180 daytoption period to begin immediately upon owners notification to Lessee of property zoning,and payment in the amount of Thirteen Thousand Two Hundred Fifty Dollars ($13,250.00 shall be made to owners at the time zoning is affirmed.During the initial zoning and option period owner represents that owners will use their best efforts in obtaining the financing necessary for the construction and development of a community shopping center.In the event financing cannot be accomplished within the option period,then the owners hereby grant Lessees an additional 180 days for the consideration of Thirteen Thousand Two Hundred Fifty Dollars ($13,250.00).This option payment to be credited toward the first annual rental in the event the Lessees enter into a ground lease with the owner. EXHIBIT "D" LAND TO BE LEASED All that certain land situate in South Strabane Township, Washington County,Pennsylvania,more particularly bounded and described in the deed of record in the office of the Recorder for Washington County,Pennsylvania,at Deed Book Volume 1269, Page 1113 ,containing 22 acres more or less excepting and reserving unto the Lessors one (1)acre of said ground located on the Westerly corner of said tract and fronting an Oak Spring Road. The foregoing land will be leased to Lessees upon their exercise of this option,on the following terms and conditions: RENTAL The land development shall,at the@discretion of Lessees, be divided into Phase I and Phase II.One-half of the land shall be in each phase.Owner grants permission to Lessees to grade, improve,and construct on the land covered by Phase II.Lessees agree to pay owners the sum of $26,500.00 annual ground rental for the entire tract,however,Lessees need only pay $13,250.00 per annum for the use of the land in Phase I.For a period of three years from the date of the exercise of the option,Lessees may at their discretion only develop Phase I,and pay only the annual rental of $13,250.00.However,if at any time during that three year period,the Lessees develop Phase II,then at that time,when construction of Phase II is completed,(completion one (1)year meanswhen the major tenant moves into possession)or/from the date that construction on Phase II commences,whichever occurrs first,Lessees shall then pay the entire annua[rental of $26,500.00.At the end of the three year period,Lessees shall pay the entire annual rental of $26,500.00 OD give up the land to owners covered by Phase II. PERCENTAGE RENT In addition to the fixed rent hereinabove provided Lessee agrees to pay owner in a manner and upon the terms and conditions as provided in the ground lease agreement a percentag rent of ten percent (10%)of the percentage rents paid by Lesseel tenants in the proposed shopping center. At the close of each lease year and within twenty (20) days thereafter,there shall be determined the aggregate gross rent receipts of Lessee during said lease year.Lessees shall pay to owner ten percent (10%)of all additional or overage rent received by Lessees during each and every lease year during Lessees lease term and during any option period exercised by Lessees. The term of the lease shall be forty (40)years,which term shall commence on the day that construction of the building is completed or the major tenant takes possession or one year from date hereof which ever occurs first. OPTIONS TO RENEW LEASE Owners hereby grant to Lessees the options to renew the lease of four (4)five (5)year periods,and thereafter owner at his discretion may grant Lessees the option to renew the ground lease agreement for an additional series of five (5)year options at a rental rate set by owner.It is expressly understoQd by Lessees that any extension to this agreement is solely by the discretion of the owners. USE OF PROPERTY The premises so leased herein shall be used for the con- struction of a shopping center and commercial use as permitted by applicable zoning ordinances.This site may also be used for the development of apartments and condom~niums. >-.'- SUBORDINATION This lease shall be paramount to any sub-lease,mortgage, encumbrance,right to possession,of any kind and the property herein leased shall at no time be subject to execution,bank- ruptcy,foreclosure,etc.,of any creditors of any kind of the tenant or their assigns or successors or subtenants.Provided however that any mortgage holder of the Lessees shall have the right to take possession of the premises and manage the property, collect rents,etc.,subject to making the rental payments called for under this lease to the owner. ADDITIONAL RENTAL In addition to the annual rental called for under this lease,Tenant shall pay all taxes,tax assessments,tax increases, and any other kind of charges pertaining to the ownership,use and control of the premises which may be or are now levied against,the property by local,State or Federal authorities, utilities or by authorities set up for any purpose.The effect of this clause being that Lessors shall receive the ground rent net,net,net over and beyond any such changes,taxes,assess- ments,etc. ~' CONSTRUCTION It is understood that Frank Irey,Jr.,Inc.shall be given the opportunity to do the construction work at a reasonable competitive cost and shall do all work in a proper workmanlike manner.All work done by any contractor or sub-contractor on the premises shall be covered by a no-lien contract,which shall be recorded of record in the appropriate office in Washington County,Pennsylvania;and further,the Lessee~shall save the owners harmless and indemnify them for any and all losses or liabilities which may be incurred. RESERVATION OF RIGHTS The owners hereby reserve the right to add to this Option to Lease Agreement the full terms and conditions generally con- tained in this type of agreement at a later date in what shall be known as the "Final Lease".Provided,however,that none of the terms herein contained shall be altered in substance or effeE • Said Lease form to be substantially as shown in Exhibit "s"hereto attached. SUBLEASING The tenant may sub-lease or assign this lease only with the express written consent and approval of owner.Such consent will not be unreasonably withheld. PROCURMENT OF FINANCING John W.McIlvaine agrees to aid in procuring financing for this project and if he is successful in his efforts he shall receive from Lessees two percent (2%)of the loan.All costs incurred in the financing of this project are not to exceed two percent (2%)of the total financing.This fee is to be paid by Lessees in the event financing rates and terms are acceptable by Lessees. AREA RESERVED BY OWNER Owner agrees not to construct a building higher than one story on the lot reserved. ZONING The property shall be zoned so that a shopping center can be constructed. BROKER FEES Owners shall pay B.K.LandAssociates broker fees as follows: A total of $13,250.00 payable ~ver two (2)years out of up to one-half of the rental proceeds on Phase One (of which amount Mellon Bank,N.A.,Trustee,is only liable for one-half) and a like and equal sum out of the rental proceeds payable over two (2)years on Phase Two when and if received,(of which amount Mellon Bank,N.A.,Trustee,is only liable for one-half). '....... OWNERS: WITNESS: /---------------- Leslie Parker ~\(2cro~rM Emsie Ann Parker ATTEST: N.A. Nellon ~Kf:X~Banl1,Trustee By: LESSEES: CHA Development Corporation Edward C.Parker,Jeri!D.Winget Vice President James'>R?.Shat;gnnessy/ President// Tara Investment Company //' ,//,//'/' /~~;f/"~/-",';'/~"'/,'./'://.#//:7/-.. NALY FORM NO.40 LEASE (Combination) ©"Copyright"1974,P.O.Naly Company iiLlJis iJ,;eau lIDitnessdIJ,THAT Fot Sale by P,O.Naly Co.,Law Blank Publishers,425 Founh Avenue,PillSburgh,Pa.15219 EXHIBIT 1IJ.>1I ,. :"herein called LESSOR,hereby Leases to herein called TENANT for the term of commencing on the of A.D.19 and ending on the day of for the total rent of the following described premises and street to the center.subject to the public easement ,clition in In Clronsib.eration ml1.er.eof,The tenanl covenanls to pay as rent in day A.D.19 DOLLARS therein.in its present con- COUNTY,PA.,Viz: inslBllments,without demand in advance at and the sum of and a like and equal sum .from the beginning of the term;that is to say,the sum of in advance thereafter during the term or any renewal thereof,following the day last aforesaid until the whole amount of said rent is paid;to'pay,as due as an additiooal rental for said premises,all gas and electricity used thereon,all garbage collection charges, all sanitary sewer charges or assessments,and all water rents assessed on the premises whether by meter rate or flat rate;and on failure of Tenant to pay same when due.Lessor shall enforce payment thereof in the same manner as rent in arrear.ashereinafterprovided,to mai,ntain and keep the premises during the term in good repair,including water pipes,their connections and all plumbing fixtures;also the cellar,yard,vault and outhouse free of rubbish,and in such condition as the Board of Health may require,during the term,and if the Lessnr pays for the same or any part thereof,it will be ,additional rent payable forthwith;to remove no additions,or improvements made by the Lessor,or of the Tenant,nor alter the premises nor sub-let the same or any pan thereof,nor to post bills or erea billboards or signs,nor assign this Lease voluntarily,involuntarily,by judicial sale or otherwise, without the written consent of the Lessor,under penalty of instant forfeiture of this Lease and the terms hereof,and payment of $ as additional rent;to use the premises only for and to surrender the same in as good order as they now are,reasonable wear and tear and accidents by tire alone excepted. The Tenant further agrees to perform,fully obey and comply with all the ordinances,rules,regulations and laws of all public authorities,boards and officersrelatingtosaidpremises,or the improvements thereon,or to the use thereof,and funher not to use or occupY,or suffer or permit any person or body to use or occupy the said premises,or any part thereof,for any purpose or use in violation of any law,statute or ordinance,whether Federal,State or Municipal,during the term of said lease or any renewal thereof.The Tenanr expressly waives to the Lessor the benefit of Aa No.20,approved April 6,1951,entided "The Landlord and Tenant Aa of 1951"requiring notice to vacate the premises at the end of the term on 19 or at the end of any subsequent term for which this Lease may be renewed and covenants and agrees to give up quiet and feaceful possession without further notice from said,Lessor or Agent.The Tenant also waives to the Lessor the benefit 0 all laws now or hereafter in force,in this State or elsewhere exempting property from liability for rent,orfordebt,expressly waiving the Act of Assemblr,entided "An Act for the relief of the poor,"approved the tenth day of April,A.D:1828,and its several supplements; also Act No.20 a,pproved April 6,1951,entlded "The Lan~lord and Tenant Aa of 1951.".'. As a secunty for the rent.the Tenant grants,bargalDs and sells to the Lessor all property nf every kind,QD or to be'brought on the premIses,and whenever rent,or anything reserved as rent,is unpaid,the Lessor'may seize or distrain said property,on or off the premises,and sell the same on due legal notice for all rent at other payments due as rent,expenses,etc.,and for all rent not due hold the same as security. Any removal or attem,pt at removal of any goods or chattels from said premises by the Tenanr while any portion of the rent for tbe full rerm shall be unpaid shall be deemed a fraudulent and clandestine removal,and the whole rent for the entire term shall fall due and be collectible at once,and all goods and chattels so removed may be followed for the space of thirty days and seized for collection of the same by Landlord's warrant. It is further agreed that if the said Tenant shall default in the payment of any installment of renr,or of the water tax,or of any other sum provided for underthisleaseasthesamebecomesdueandpayable,or shall remove or attempt to remove or express or declare an intention to remove any of the goods and chattels fromthepremises,or should an execution be issued against the Tenant,bankruptcy proceedings be begun by or against said Tenant,or an assignment be made by Tenantforthebenefitofcreditors,or a receiver appointed for Tenant,then and in such case the entire rent for rhe balance of the said term shall,at once,become due andpayableasifbythetermsofthisleaseirwereallpayableinadvance.In case of such assignmenr,bankruptcy proceedings,appointment of a receiver,or of a sale on legal process of Tenant's goods,Lessor shall have the right to demand and receive the rent for the balance of the term,which shall be first paid out of the proceeds of such assignment,bankruptcy or receiver's proceedillgs or sale on legal process,any law,usage or custom to the contrary notwithstanding.For value received and forthwith on every default of payment of rent by Tenant under this lease,or on any and every breach of covenant or agreemenr byTenantunderthetermsofthislease,the Tenant does hereby empower any attorney of any coun of record within the United States or elsewhere,to appear for Tenantandwithorwithoutdeclarationfiled,confess judgment against the Tenant,and in favor of said Lessor,his heirs,devisees,executors,administrators or assigns,as of any term,for the sum due by reason of said default in the payment of rent,including unfaid rent for the balance of the term if the same shall have become due and payable under the provisions herein,and/or fOJ:the sum due by reason of any breach a covenant or agreemenr by Tenant herein,with costs of suit and attorney's commission of $for collection,and forthwith issue writ or writs of execution thereon,with release of all errors,and withour stay of execution, and inquisition and extension upon any levy on real estate is hereby expressly waived,and condemnation agreed to,and exemption of any and all property from levyandsalebyvinueofanyexemptionlawnowinforceorwhichmaybehereafterpassedisalsoexpresslywaivedbyTenanr;and in case of violation of any of the cove, nants or agreements in this lease by Tenant,the said Tenant further,at the option of said Lessor,authorizes and empowers any such attorney,either in addition t9 or without such judgment for the amount due according to the terms Of this lease,to appear for said Tenant and confess judgmenr forthwith against Tenant,and in favor of Lessor,in an amicable action of ejectmenr for the I?remises above described,with all the conditions,fees,releases,waivers of stay of execution and waiver of ex,emption to accompany said confession of judgmenr in eJectment as are set forth herein for confession of judgment for said sum or sums due;and authorizes the,enttyofsuchaction;confession'of judgment therein,and the Immediate issuing of a Writ of Possession and Writ of Execution for the amount of such judgment and costs, withour leave of COUfl,and the Lessor may without notice re-enter and expel the Tenant from the premises,and also any person holding under hIm or them,and in each case,this lease or a rrue copy thereof shall be a sufficient warrant of any person. In the event the taXes levied and assessed against the real estate berein demised are increased beyond that imposed for the year ,whether occasioned by an increase in millage or an increase in assessment or otherwise,the Tenant shall pay as additional rent said increased taXes during the teflO of thisLeaseoranyrenewalthereof.This includes County,Municipal and School District taXes.This shall likewise apply to any taX measured by the value assessment or useoftherealestate.A deteflOining of the term,or the receipt 0i rent after default,or after judgment or after execution,shall not deprive the Lessor of other actions against the Tenantforpossessionorforrentorfordamages.The Lessor may use the remedies herein given or those prescribed by law,or both,and the Lessor or Agenr mar enter at will,to inspect the premises,to take or send persons on said property,seeking to tenr or purchase,make repairs or improvements and post notices of "To Let'and "For ,Sale". If the premises ar any time be desened or closed,the Lessor may enrer by force,without liability to prosecution or action therefor,and may distrain for rentandalsore-Iet the premises as Agent of the Tenant for any unexpired ponion of the term and receive the rent therefor and apply it on this Lease.The Lessor shall not be liable for any injury or damage to any person or to any property at any time on said premises or building from any cause whatever thatmayatanytimeexistfromrheuseorconditionofsaidfremisesorbuildingorfromicethereon,or from water,rain or snow which may leak into,issue or Bow fromanypartofsaidbuilding,or from the pipes or plumbing 0 the same,or from any other place or quarter,or from any other cause,during said term or any renewal thereof.The Tenant expressly waives to the Lessor the benefits of Act No.20,approved April 6,1951 entided "The Landlord and Tenant Act of 1951",requiring notice to vacate said premises,and covenants and agrees to vacate the said premises ar any time upon receivingsotodo,in case of sale of said property. Tenant further agrees ro keep all sidewalks free from snow and ice. days'notice in writing All rights and liabilities herein given to or imposed upon either bf the parties hereto,shall extend 'to their heirs,executors,administrators.successors and assignsofsuchparty.If the Tenanr lawfully occupies the premises after the end of the term,rhis Lease and all its terms,provisions,conditions,covenants,confession or confessions of judgment,waivers,remedies and any and all of Lessor's rights herein specially given and agreed to,shall be in force for another and so on from to as long as the relation of Landlord and Tenant continues. --------:----------------~ -----------------~ ---------------------~ ---------------------~ Jln JlBittless Rll1ereOf.'The parties hereto set their hands and seals this j~alell atlll iibliuerell in tlye 'res.enre of EXHIBIT "E" day of A.D.19 iJ10r Butur iRrrriurb,agree to be Bail absolute to the Lessor in the foregoing Lease,as long as the liability of the T~nant continues under said Lease,or the renewals thereof,that the covenants of the Tenant will be properly kept,and that on any default therein as to payment of rent or otherwise,immediate recourse may be had to by suit or otherwise.AND agree to pay to the Lessor such sum or sums of money as will be sufficient to make up any deficiency,and fully satisfy the conditions of this agreement,without requiring any notice of non-payment or proof of demand being made.ALL exemption laws as to property are hereby waived. Witnrss hand and seal this day of A.D.In Attest . .. ..._..-------.--------------..------------------------.----..-----------·---··---·-····-e-..--------.-.--....-------------.---.--.--.----..-..··-·-·---··-------..-·---··-e The foregoing Lease is hereby renewed for the term of viz:from the day of A.D.19 ,to the day of subject to all the terms and conditions and with all the waivers contained in the original Lease. A.D.19 Witnrss hand and seal this day of A..D.19 Attestc_._._...._._.,_.__._..__ . .....-------..---.-.-----------------------..-··-·--·--··-·-···------···-e ..------,--------..-----------.-----·----------·--·-----·---e The foregoing Lease is hereby renewed for the term of viz:from the day of A.O.19 ,to the day of subject to all the terms and conditions .and with all the waivers contained in the original Lease. A.0.19 DlIitnrss hand and seal this tiay of A.0.19 Attest__ _ '_.___.:~.~~.=.::~:.:.:.:.:::=:.:.::.:~ Ul...<lJ.c Ul en »::::...-l J:.a ""~;:l '"'"Il.--:S.>:~0<:Il.0..s ..>.~-§,;; ~5 z".a .~20 ~ o'~~u ..~..»<lJ t- '"' -"", G.l "<:... ~ 0. Z ~:.-<.:Qobep.;:;.';: ~e ~ ...»»;:l '" 0 .a~c3 '"' <lJ • ~ -"'. ~ ~~©, 0 0 ... ~0 ... 0 ... r.. ... "'0 0 1l "C Q) ... Q) ~III III ~~ Q) ~c:: Q)c:: w :0 tID c::c::Q) '5.'00 Q)~Q) CG CG ... ><III CG c::~til 0( Q) ~III lJIor mulur f!{rcrittrb,the Lessor within named,do hereby sell, heirs and assigns, A.D.19 day of e ._---~--_._--.__..~--_...-..-._..--------'-- --.._------Attest _.____.__._...._..__..._._. assign,transfer and set over unto the within Lee.se,subject to the terms and conditions thereof. Blittl.l!sS hand and seal this .. C' ...,."....",../'......,.. STATE OF PENNSYLVANIA ) SS. COUNTY OF WASHINGTON ) Personally appeared before me,the undersigned authority ". ARLIE W.OTT,who being sworn,according to law,deposes and says A s'sistant ....'..'". that he is/V"tce Presiden't of Mellon~~'iT~:i~'Bank,'N.A.~and in such a capacity has knowledge of the matters set forth in the foregoing Petition and the same ~re true an~correct. subscribed Notary Public, day of October. September 26,1977 JANr:B.MILLER.Notary Public" Washington,Washington Co.,Pba.2L ,~71 .,Ex'Septem er 0,My Commission pIres ---------------..., ..... , IN THE COURT OF ~~MMON PLEAS OF ,WASHINGTON COU~TY,PENNS~~YANIA ORPHANS'COURT DIVISION IN RE:ESTATE OF WILLIAM McK •.SMITH")NO.1976-------- DEC R E E AND NOW,this /tf_,·. __~day Of~,1976, the foregoing Petition having be~n presented to the Court and upon due consideration thereof,it appearing that the granting of the prayers therein contained will be for the best interest of the beneficiaries under the Trust established by William McK. Smith in his Last Will and Testament,the Mellon Bank,N.A.is hereby given permission to join in the Option to Lease and the n Subsequent Lease of a one-half interest in 21 acres of land in South Strabane Township,Washington County,Pennsylvania,to C.H.A.Development Corporation and Tara Investment Company or their assigns,-for the term and upon the terms and conditions as more particularly set forth in the Option to Lease and the form of lease as set forth in Exhibits "0"and "E"of the said Petition.Contingent upon zoning. :L ~ L.»0~:tgZ ~"n-<• ~~ ~;r ~JT1...-< ?~~ .,~ ,>. 4.'__ ~! ., ~.~ ,~--':j" ..'\.. IN RE: WILLIAM McK.SMITH,TRUSTEE PETITION FOR AUTHORITY TO EXECUTE LEASE ,'1h',ii,'....,r;;),~~....u:r\r!;'\,.1i';'h;ltAt:,\f,\~'''l cr l,;t",,,v "l~V _•.if;~,):~·:","~~',>~<~;i,~' -;S'lt::j.llJli••l./':'.~l~~;~.'""t m _v 'I.,r...,,-.!!,-.~ l\Jt ~il1\l'~AiI~l OBr " lr-.., ~. OjUJ.t~~~inJ ~"I -....0 JOHN F.WILEY ATTORNEY AT LAW 417 WASHINGTON TRUST BUILDING WASHINGTON,PENNSYLVANIA ;.--,"r IN THE COURT OF COMMON PLEAS.OF WASHINGTON COUNTY,PENNSYLVANIA, ORPHANS'COuRT DIVISION IN RE:Estate of WILLIAM McK.SMITH ~No •.63·~/6),-.,.;.....''. \, \ ) / / PETITION FOR AUTHORIZATION TO JOIN IN ANDEXECUTE';Ai.GROUN~_:t.~ASE'_:' The Petition of Mellon B;imk,'N.A.respectfu.lly represents: 1.Your Petitioner Was duly a,p,poil'lted$ucce~sor1rustee under the Will of w'illiatiI McK.Smith and is acting in such c~pacity. Said Will being m.~rked Exhibit "A"and is hereto attached,which Will doe~not spetific~ilY authorize lease~bayond five (5)years. 2.Among the assets of said trusteeship there is a one-half interest in a tract of 24 acres of land situate in South Strabane Township,Washington County,PennsYlvania,as more particu- larly described in Deed Book Volume 1269,page 1113. 3.The benefIciaries'under sa14Trust are Emsie McIlvaine, life tenant,and John W.WcIlv~dne and Emsie Ann Parker,who have waived the notice of pre$'ent~tion of this Petition and have Joined in the prEtyer thereof shown by ,Exhibit "B".hereto attached. 4.SUbject to permission of your Honor'!3-ble Court,the parties in interest have agreed to enter into ~GrQund Lease of the abo~e described tr~c1 Of lana on the terms and conditions set forth in Exhibit hC"hereto ~ttached. ","~ 'r \• L •l :, .". 5.The said tract of land is non-produotive,in fact,is l:,~.,~being,carried\at fa lo~s_due tb the taxes thereon and it is to the.. best'intere~t ~f all parti~s,concerned as well as the Trust above ;, referred to that the same be developed. WHEREFORE,your Petitioner would pray for authority to: A.Join in the execution of the Gound Lease shown as Exhibit "C". AND,it will ever pray,etc. -2- ,.~.'., STATE OF PENNSYLVANIA COUNTY OF WASHINGTON ) )SS: ) ..f ,, Personally ap~eared before me,.the undersigned authority, L.C.Addleman Trust Of ficer____----__--,the of Mellon Bank,N.A.,petitioner herein,who,being dUly sworn according to law deposes and says that the facts set forth in the foregoing Petition are true and correct. Sworn to and subscribed before me this 7th day of __....M-.;;;.ay'--,1980. ~,I •.i WAIVER OF NOTICE OF PRESENTATION OF PETITIONER AND J"OINDER IN THE PRAYER THEREOF. '. AND NOW,this ~aY of @~.1980,we, the undersigned.being all of the beneficiaries at this time under the Will of William McK.Smith.deceased.and all being sui-juris. and having been presented with a copy of the Petition of the Mellon Bank.N.A.for authority to join in ,the Ground Lease of certain twenty-four (24).acre tract of land situate in South Strabane Township.Washington County.Pennsylvania.hereby waive notice of the presentation of said Petition and join in the prayer thereof. Exhibit "Bit GROUND LEASE WITNESS this agreement made on the date set forth below,by and between JCHN W.McILVAINE and SHIRLEY W. McILVAINE,his wife,and LESLIE PARKER and EMSIE ANN PARKER, his wife,and MELLON BANK,N.A.Trustee of the Estate of William McKennan Smith,hereinafter called "LESSORS,"and WASHINGTON OAK SPRINGS MALL ASSOCIATES,a Pennsylvania Limited Partnership,hereinafter called "LESSEE," NOW THEREFORE in consideration of the mutual promises and covenants hereinafter contained and set forth below,the LESSEE does take,and the LESSOR does grant,.the Leased Premises on the following terms and conditions. 1.PROPERTY DESCRIPTION.The Leased Premises are all that certain lot or piece of land situate in South Strabane Township,Washington County,Pennsylvania,as set forth in Deed Book Volume 1269,Page IllJ,containing twenty-four acres, more or less,more fully described in Exhibit "A"attached hereto. 2.~.The LESSEE shall pay to the LESSOR the sum of Thirty Thousand Dollras ($JO,OOO.OO)annual ground rental for the Leased Premises.At the discretion of the LESSEE, however,the LESSEE may develop the Leased Premises in two phases,and pay as rent the sum of Fifteen Thousand Dollars ($15,000.00)annual ground rental,for a period of three (3) years from the effective date hereof,or,the completion of Phase II,whichever comes first.Completion of Phase II shall occur when either the anniversary of Phase II construction passes or the major tenant of the Phase II development moves Exhibit "C" into possession and commences to pay rent,whichever occurs first.In either event,LESSEE shall pay the sum of Fifteen Thousand Dollars ($15.000.00)upon the signing of this agree- ment to be applied to the first year's rent. 3.ADDITIONAL PERCENTAGE RENT.LESSEE.shall pay LESSOR ten percent of any overages it might receive from its sublessees as additional rental due it.Sixty days after the end of each rental year the LESSEE shall pay to the LESSOR said ten percent of such overages as might be due LESSEE under its sUb-lease agreements,a$determined by any gross receipts over a base that might be due from the sUb-lessees to LESSEE,if any.LESSEE gives LESSOR permission to examine books during that sixty-day period after end of fiscal year. 4.TERM.The term of this lease shall be fifty (50) years.The term shall commence on the earlier of (a)the completion of construction of the buildings,or,(b)the date when the major tenant takes possession and commences to pay rent,or,(c)two years from the date hereof,which- ever first occurs. 5.OPTIONS TO RENEW LEASE.LESSOR hereby gives to LESSEE five (5)ten-year option periods after the end of the Term,at the discretion 'of the LESSEE,for a total of fifty additional years.After the expiration of the Term and after the expiration of the five ten-year option periods, which shall be on the same terms and conditions as the original Term of this lease if all or any of them be exercised by the LESSEE,the LESSEE may have an additional serles of five (5)ten-year option periods at a rental rate set by the LESSOR.It is expressly understood that any extension to this agreement beyond the Term and the five (5)ten-year option periods is solely at the discretion of the LESSOR.Each ten-year option period shall be deemed exercised unless the LESSEE gives the LESSOR ninety days written notice of its intent to terminate this agreement at the end of the Term or any ten-year extension then in effect. 6.USE •.The Leased Premises shall be used for the construction of a shopping center and other commercial uses as permitted by applicable zoning ordinances.The Leased Premises may also be used for the development of apartments and/or condominiums. 7.SUB.LEASING.The LESSEE may sublease the Leased Premises or any parts thereof to others as the LESSEE may decide from time to time in its sole discretion. 8.CONSTRUCTION AND IMPROVEMENTS.LESSEE shall construct all improvement to the Leased Premises at its sole cost and expense.All construction shall be done under a recorded no-lien contract recorded within ten days of same and prior to any construction.LESSEE shall indemnify and save the LESSOR harmless from any and all losses that may be incurred. 9.TAXES AND IMPOSITIONS.LESSEE shall pay all taxes and impositions against the Leased Premises.Notice of said taxes or impositions shall be given to the LESSEE either by the entity imposing the same or by the LESSOR promptly after receipt of the same by the LESSOR. "Impositions"shall include all taxes,including real estate taxes,payments in lieu of taxes,use and occupancy taxes,personal property taxes,transit taxes,water and sewerage taxes,rates and rents,charges for utility services, excises,levies,license and permit fees,mercantile taxes, gross receipts taxes,sales taxes and other ch2.rges,forseen and unforseen,of any kind and nature whatsoever,which shall or may during the lease be assessed,levied,charged, conformed,or imposed or become a lien on the Leased Premises,or any part thereof,but shall not include any municipal,state or federal income taxes,capital stock taxes,franchise taxes,or corporate loan taxes,assessed. against LESSOR,or any income,profit or revenue tax, assessment or charge imposed upon the rent received as such by the LESSOR.LESSEE shall have the right in LESSEE'S name and/or in the name of the LESSOR to contest or review any tax or imposition,by legal proceedings,or in any other manner LESSEE deems suitable.LESSOR shall,if requested,nominally join in any such proceeding,but shall not incur any liability thereby nor shall LESSOR be required to share in any of the expenses of such proceedings.Taxes are to be paid before they become delinquent. 10.ASSIGNMENTS.LESSEE may make an assignment or assignments of this lease and its interest or interests therein and all or parts of the Leased Premises as LESSEE may deem from time to time in its sole discretion. 11.MORTGAGES AND LIENS AND ENCUMBRANCES AND OTHER GRANTS.In its sole discretion,LESSEE may from time to time,mortgage,pledge,grant easements,rights of way (including the dedication of pUblic highways)and other rights and privileges in the nature of ·easem~nts with respect to the Leased Premises,or enter into any agreements or other arrangements with other persons with respect to joint use of any part of the Leased Premises or any facilities included therein,all with or without consider- ation and upon such terms and conditions as the LESSEE shall determine.LESSOR agrees,if requested,to execute any instrument necessary or appropriate to confirm and grant or release any such easement,license,or right-of-way or other right or privilege as LESSEE may from time to time request.Nothing contained herein,however,shall be construed to require the LESSOR to subordinate its title to the premises as set forth in par2graph 15 below, and no instrument shall be construed as a subordination by the LESSOR unless it expressly by its wri~ten terms declares it to be a subordination and/or a grant of the LESSOR'S interest in the sUbject property.Court approval shall be given before Trustees'signature. 12.BINDING EFFECT.This lease shall be binding upon the heirs,successors,executors,administrators and assigns of both the LESSOR and LESSEE. 13.EFFECTIVE DATE.This lease shall be effective and legally binding as of the date of its execution by all of the parties set forth below,but the Term shall be calculated in accordance with paragraph 4 above,and the LESSOR and LESSEE shall,at the request of either,at a later date execute a recordable instrument to indicate the actual date of the commencement of the Term of this lease. 14.CONDEMNATIONS.In the event of any public takings or other condemnations of the subject property,the LESSOR ~d the LESSEE an9 any sub-lessees or other affected parties may make application to such public authority or jUdicial or other authority as may be proper to obtain compensation or other relief as their interests may appear. 15.NO SUBORDINATION.The LESSEE.shall have the right to the total and free and unrestricted use of the Leased Premises for the purpose of commercial development of the same and may make such mortgsges and easements and encumbr2nces and agreements as the LESSEE in its sole" ·. discretion may decide relative to the Leased Premises without the permission and without notice to the LESSOR during the Term of this lease or any renewal thereof, provided,however,that any such mortgage or grant or agreement shall not require the LESSOR to subordin2te its interest in the Leased Premises.The LESSOR'S interest shall remain.paramount to any sub-lease,mortgage encumbrance,right to possession of any kind and the property herein leased shall at no time be sUbject to execution,bankruptcy,foreclosure,etc.,of any creditors of any kind of the LESSEE or its successors or assigns or subtenants that would affect the rights of the LESSOR in any manner.Any mortg2ge holder or equitable owner of the LESSEE'S interest herein shall have the right in the event of any default to such holder or owner,if allowed by law or.its agreements with the LESSEE,to.take possession of the premises and manage the property,collect rents., etc.sUbject to making the rental payments called for under this lease to the LESSOR.In the event that the LESSEE fails to make the rental payments called for under this lease to the LESSOR,and after foreclosure or other legal dispossession of the LESSEE by the mortgage holder,the LESSOR,before declaring a forfeiture of this lease,will defer any ~ction against the LESSEE or its successor for a period of Two (2)years to allow the LESSEE to cure the '". default.This will be done only if the LESSEE or its successor pays all the taxes,tax assessments,and all other kinds of charges which may be levied against the property.Taxes will be paid prior to becoming delinquent. 16.RIGHT OF FIRST REFUSAL ..LESSOR hereby grants the LESSEE the right of first refusal to purchase the property at any time during the term of the lease or any renewal thereof in the event the property is sold for any reason whatsoever by the LESSORS.Said Option to expire 90 days after notice to LESSEE. 17.NOTICES.Notices shall be given to the LESSOR and the LESSEE at the addresses indicated below or as may be changed hereafter by written notice: LESSOR:John W.McIlvaine 70 E.Wheeling Street Washington,Pat 15301 (or as Lessor directs) LESSEE:Washington Oak Springs Mall Associates 1700 Washington Road Pittsburgh,Pa.15241 18.MEMORANDUM OF LEASE.LESSOR and LESSEE agree to execute a memorandum of this lease for recording as allowed and/or required by law. 19.ESTOPPEL LETTERS.LESSOR·and LESSEE agree to execute estoppel letters from time to time upon request that this lease is in full force and effect,and if not,such letter or letters shall specifically describe any default. IN1'ENDING TO BE .LEGALLY bound the parties set their hands this L<;;!day of /}Jti!&='1980. WITNESS: Mellon Bank,N.A.,Trustee By _ WASHINGTON OAK SPRINGS MALL ASSOCIATES ~'/")(i (~-- B ,i~"')FI'1~,\~y':>,'""o,/"-0}{-1t..1...",/ ~..". !'! 1, ,,~..~ "... IN THE COURT OF COMMON PLEAS OF WASHINGTON COUNTY,PENNSYLVANIA ORPHANS:'COURT DIVISION IN RE:Estate of WILLIAM McK.SMITH ) ) ) No __6_3_-..1-7tJ_r_--_;::..-()--:J~~-+-7_ DECREE AND NOW"this _,..;B......day of _..;,M_=-"~Y:....-__,1980,the fore- going Petition having been presented to the Court and upon due con- sideration thereof,it appearing that the granting of the prayers therein contained will be for the best interest of the beneficiaries under the Trust established by William McK~Smith in his Last Will and Testament,the Mellon Bank,N.A_is hereby given permission to join in the Ground Lease of a one-half interest in 24 acres of land in South Strabane Township,Washington County,'Pennsylvania,to Washington Oak Springs Mall Associates,or their assigns',for th~ term and upon the terms and conditions as ~ore particularly set forth in the Ground Lease as set forth in Exhibit "C"of the said Petition. ,., ~") n I fir'!\\'?{)'.\i.!rl ~--~6r\\\.t tid\h fOrt'" •'1"-,_'l'"~"tY,",f .'-,,,"i \~\~\i .,f,:~l ~J Q31\;1 RETO~LAW.BUlL-DING 70 EAST WHEELING STREET WASHINGTON.PENNSYLVANIA 15301 WILLIAM MeR.SMITH \ ORDER and PETITION geoltge CRetoo.JIt.g cAgOOCiateg u\CTho6esslolla~fupootioo u\ttokfteys at $£aw IN RE:Estate of IN THE COURT OF CCMvJJN PLEAS OF WASHING'ION COUNTY,PENNSYLVANIA ORPHANS'COORT DIVISION No.63-70-1057 .'I" , ". • ~~~, '-- ~ :; ~~So.78,'~rr1AJ ~-<~!:i s..£j 0 Io-l 0 ..-~cr.>Z <Jl 8"1&.•~:Er s;C'\ fTIJ:..>~~~Z~:E~i<o:::ofrZrm..-0~zc:t,G g CO~G'lr:.~~ )00 (I)£'R C~~<l ""~,.","if cr.>:.~!:i (.1 8'"(":)o ...... Qgo cr.> .. GEORGE RETOS,JR. Be ASSOCIATES ATTORNEYS AT LAW RETOS LAW BUILDING 70 EAST WHEELING STREET WASHINGTON,PA.15301 IN THE COURT OF COMMON PLEAS OF WASHING'ION COUNTY,PENNSYLVANIA ORPHANS I COURT DIVISION IN RE:Estate of No.63-70-1057 WILLIAM McK.SMITH PETITION TO SUBSTITUTE copy FOR ORIGINAL AND NOW,corne the Petitioners,by and through their undersigned counsel and respectfully represent as follows: 1.That your Petitioners are John W.McIlvaine,Shirley W.McIlvai e, f/k/a Shirley W.Reday,Leslie Parker,and EmsieAnn Parker. 2.Your Petitioners are four of the five IlLessorsll in a~_certain ground lease between Lessors and Washington Oak Springs Mall Associates. The fifth Lessor is Mellon Bank,N.A.,Trustee of the Estate of William McKennan Smith. 3.On or about May 7,1980,your Petitioners in conjunction with L.C.Addlemun,Trust Officer of Mellon Bank,N.A.,joined in and petitioned your Honorable Court for authorization for Mellon Bank,N.A.,to join in and execute a ground lease to Washington Oak Springs Mall Associates. 4.Attached to the original Petition For Authorization is the original ground lease between the parties and Washington Oak Springs Mall Associates. 5.The ground lease attached to the original Petition contained the original signatures of John W.McIlvaine,Shirley W.McIlvaine f/k/a Shirley W.Reday,Leslie Parker,and Emsie Ann Parker. GEORGE RETOS.JR. Be ASSOCIATES ATTORNEYS AT LAW RETOS LAW BUILDING 70 EAST WHEELING STREET WASHINGTON,PA.IS301 :: 6.Subsequent to your Honorable Court authorizirg Mellon Bank,N.A., to enter into the ground lease,Mellon Bank,N.A.,as Trustee,by and through its Trust Officer,L.C.Addlemun,executed that certain ground lease on May 8,1980. 7.At or about that same time Washington Oak Springs Mall Associates executed the ground lease as Lessee by and through its general partner D.A.Stevenson. 8.The original signatures of Mr.Addlemun and D.A.Stevenson are attached to a ground lease in the possession of the Petitioners,however the original ground lease with the original Petitioners'signatures on it has been made a part of the Court record. 9.The Petitioners are in need of that certain ground lease to satisfy the construction lender and title insurance companies of the original signatures of the Lessors to the agreement. 10.That no harm or prejUdice will occur to any parties if a copy of the ground lease is substituted for the original in the Courthouse records and the originally executed ground lease is delivered to your Petitioners'counsel. WHEREFORE,Petitioners pray YQur Honorable Court to enter an Order allowing the substitution of a xeroxed copy of the ground lease for the origi al signed copy which is presently a part of the Court records and the Clerk of the Orphans'Court is hereby directed to allow such substitution and to release the original ground lease to Petitioners'counsel. GEORGE RETOS.JR. &ASSOCIATES ATTORNEYS AT LAW RETOS LAW BUILDING 70 EAST WHEELING STREET WASHINGTON.PA.15301 ~, IN THE COURT OF COMMON PIEAS OF WASHING'ION COUNTY,PENNSYLVANIA ORPHANS'COURT DIVISION IN RE:Estate of No.63-70-1057 WILLIAM McK.SMITH ORDER AND NOW,this I g day of November,1981,upon consideration of the within Petition,it is hereby ORDERED AND DECREED that a substitution of the original ground lease at the above number and term and part of a Petitio for authorization to join in an executed ground lease is hereby permitted and the Clerk of the Orphans'Court is directed to substitute a copy of the ground lease for the original and to release the originally executed ground lease to George Retos,Jr.,Esquire. J.=---------'--F------~~----- (. ~41~.fl P..x~F~ /0.5;.7 1''170 ESTATE OF WILLIAM McKENNAN SMITH,DECEASED TRUST FOR EMSIE McILVAINE Account No.201-704 Receipts and Disbursements since filing Supplemental to First and Partial Account through 9/25/84 Balance per Supplemental Account PRINCIPAL Add: Net increase in carrying value of 4,882 units Mellon Bank, N.A.DF Income Stock Fund to Tax Cost Value $345,833.10 3,307.53 7/23/84 Real Estate situate 1-7 North Main Street,Washington, Pennsylvania: Reimbursement of one-half (1/2) share 1983 School Taxes paid 4/19/84 $2,036.31 Penalty thereon paid 4/19/84 203.63 2,239.94 8/24/84 Proceeds sale 4,882 units Mellon Bank,N.A.DF Income Stock Fund 73,127.55 Carrying value 57,500.73 15,626.82 8/27/84 Purchased 696 units Mellon Bank,N.A.DF Temporary Investment Fund @ 100.69,600.00 Cash expended 69,600.00 -0- 367,007.39 Less: Net decrease in carrying value of various bonds to make an equitable distribution from $67,579.20 to $60,375.00 Exhibit "A" $7,204.20 5/15/84 Expenses re Real Estate situate Route 19,South Strabane Township,Washington County, Pennsylvania: Mellon Bank administrative fee for Second Quarter 1984 5/15/84 Expenses re Real Estate situate Oak Springs Road,South Strabane Township,Washington County,Pennsylvania: Mellon Bank administrative fee for Second Quarter 1984 5/15/84 Expenses re Real Estate situate Acres Country Club Road, Washington County,Pennsylvania: Mellon Bank administrative fee for Second Quarter 1984 5/15/84 Expenses re Real Estate situate North Wade Avenue,Washington County,Pennsylvania: Mellon Bank administrative fee for Second Quarter 1984 5/15/84 Expenses re Oil and Gas Hamilton,Nottingham Township,Washington County, Pennsylvania: Mellon Bank administrative fee for Second Quarter 1984 5/15/84 Expenses re Real Estate situate 29-33 West Beau Street, Washington County,Pennsylvania: Mellon Bank administrative fee for Second Quarter 1984 7/10/84 William E.Speakman,Jr., Esquire: Attorney's fee during the period 6/14/84 through 7/2/84 -2- $62.50 37.50 37.50 125.00 15.00 125.00 159.50 8/6/84 8/6/84 Proceeds sale of an undivided one-half (l/2)interest in Real Estate situate 1-7 North Main Street,Washington, Pennsylvania to B.Franklin James on 6/30/84 T /l/B/A Towne Properties Carrying value Expenses re sale of an undivided one-half (1/2)interest in Real Estate situate 1-7 North Main Street,Washington, Pennsylvania: Lien Letter Subdivision Real Estate Taxes Survey Deed preparation Transfer Tax Broker's Commission $30,000.00 61,259.84 2.50 100.00 6,662.61 375.00 15.00 300.00 2,100.00 $31,259.84 9,555.11 9/21/84 Expenses re Real Estate situate 1-7 North Main Street, Washington,Pennsylvania: Mellon Bank administrative fee for Second and Third Quarter 1984 9/21/84 Expenses re Real Estate situate Acres,Wilmont Avenue,East Washington,Pennsylvania: Mellon Bank administrative fee for Second and Third Quarter 1984 INCOME Add: Rents collected during the period June through September 1984 for property situate Route 19,South Strabane Township,Washington County, Pennsylvania -3- 280.00 ______75~._0_0 $48,936.15 318,071.24 838.75 3,333.32 i l $10,000.Bethel Borough Municipal Authority,Pennsylvania, 3.90%due 12/1/97 Interest 12/1 /83 to 6/1/84 $15,000.Creswell Heights Joint Authority,Pennsylvania, 5.70%due 3/1/88 Interest 3/1/84 to 9/1/84 $10,000.Monroeville, Pennsylvania,5.65%due 12/1/84 Interest 12/1/83 to 6/1/84 $15,000.VVest Shore School District,Pennsylvania,5.75% due 6/1/86 Interest 12/1/83 to 6/1/84 Mellon Bank,N.A.Automatic Income Cash Investment Income for period 4/30/84 through 8/30/84 Mellon Bank,N.A.Automatic Principal Cash Investment Income for period 4/30/84 through 8/30/84 Mellon Bank,N.A.DF Income Stock Fund (formerly Fund "E" Equity Income) Income collected during the period 4/21/84 through 8/15/84 Mellon Bank,N.A.DF Temporary Investment Fund Interest earned during period 8/16/84 through 9/15/84 $195.00 427.50 282.50 431.25 60.84 3,286.51 1,601.21 439.40 -4- 10,896.28 I·. 7/5/84 Less: Compensation as Trustee charged against income during the period 3/31/84 through 7/5/84 $231.89 7/13/84 Mellon Bank,N.A.: Compensation on rents collected during the period 3/31/84 through 6/28/84 9/10/84 Emsie S.McIlvaine: Income payments during the period 5/10/84 to 9/10/84 Balance consists of the following: PRIl\lCIPAL Bonds per Supplemental Account and Audit Oil and Gas Leases per Supplemental Account and Audit Real Estate per Supplemental Account and Audit Temporary Investments: 696 units Mellon Bank,N.A. DF Temporary Investment Fund Cash INCOME Cash *Subject to Mellon Bank,N.A. Termination Compensation William E.Speakman,Jr., Esquire: .Attorney's Fee 162.50 6,467.83 $7,500.00 1,000.00 }8,500.00 -5- j 6,862.22 $4,034.06 .$322,105.30 60,375.00 275.00 88,085.00 69,600.00 99,736.24* 318,071.24 4,034.06 J322,105.30 ...- -~,~ j.,' ~.~.c::;l C'1 (;...-.~ ......;::J ,,ron .-r')~) ..,r·'l CJ'l ., CtJ --;"'.~' ...~ (.)0 :c."rn -n :;0 (')::E rn Ci c'c:> r -Tl r )..0'm c:;;J ,,