THIS QUITCLAIM DEED made and entered into this _______ day of _________________, 2003, by and between the UNITED STATES OF AMERICA (hereinafter the �??GRANTOR�??), acting by and through the Deputy Assistant Secretary of the Army (Installations & Housing), pursuant to a delegation of authority from the SECRETARY OF THE ARMY (hereinafter the "ARMY"), under the authority of the provisions of the Federal Property and Administrative Services Act of 1949, approved June 30, 1949 (63 Stat. 377, as amended), 40 U.S.C. Sections 471�??544, and the Defense Base Closure and Realignment Act of 1988, Public Law No. 101-510, as amended, and the LETTERKENNY INDUSTRIAL DEVELOPMENT AUTHORITY (hereinafter "LIDA"), a body corporate and politic, existing under the laws of the Commonwealth of Pennsylvania, having its principal place of business at 5121-A Coffey Avenue, Chambersburg, Pennsylvania 17201 (hereinafter the "GRANTEE"),

WITNESSETH:

            WHEREAS, pursuant to the Defense Base Closure and Realignment Act of 1990, PL 101-510, as amended (10 U.S.C. 2687, note) ("BRAC"), the military installation known as the Letterkenny Army Depot ("LEAD"), Chambersburg, Pennsylvania was realigned; and

            WHEREAS, the Letterkenny Industrial Development Authority ("LIDA"), the federally recognized local redevelopment authority for LEAD, was granted the authority to oversee and implement the civilian reuse of the excess portion of LEAD, excluding the Retained Property, in accordance with a local-approved reuse plan; and

            WHEREAS, the LIDA made an application to the Army for an Economic Development Conveyance ("EDC") as a rural base under 32 C.F.R. 175.7; and

            WHEREAS, the Army, as authorized by BRAC and implementing regulations, determined that the LIDA's application met the criteria for economic development, job creation, and as a rural base; and

            WHEREAS, the Army and the LIDA entered into a Memorandum of Agreement ("MOA"), dated November 5, 1998, establishing the terms and conditions for an EDC conveyance of the excess portion of the LEAD property to the LIDA and the lease of the excess portion of the LEAD property pending and in furtherance of the conveyance of all of the excess portion of the LEAD property; and

            WHEREAS, the MOA provides for the conveyance of the LEAD property in phases as Army mission requirements cease and environmental remediation is completed; and

            WHEREAS, pursuant to Public Law 101-510, as amended, the Army has the authority to convey to the LIDA, pursuant to the terms and conditions of the MOA, the parcels of land as described in Exhibit A and all of the improvements contained therein; located in the County of Franklin, Commonwealth of Pennsylvania, at the LEAD.

            NOW THEREFORE, the GRANTOR, in consideration of ONE DOLLAR ($1.00) cash in hand paid, the receipt of which is hereby acknowledged, and other good and valuable consideration as provided for in the MOA, between the parties does hereby grant, remise, release, and forever quitclaim unto the GRANTEE, and its successors and assigns, all of its right, title, and interest in and to and over the parcels of land, located in the County of Franklin, Commonwealth of Pennsylvania, at LEAD comprising three areas: the LEAD Water Reservoir containing approximately 106.46 acres; portions of the main post containing approximately 201.4214 acres; and a sub-subsurface area whose surface area was conveyed by a previous conveyance as described in Section 13 of this Deed and whose area contains approximately 16.5179 acres, all areas are more particularly described in Exhibit A, attached hereto and made a part hereof (hereinafter called the ("Property"),

            SUBJECT TO all existing easements, including but not limited to, rights-of-way for highways, pipelines and public utilities, if any, whether of public record or not. 

            TO HAVE AND TO HOLD the property granted herein to the GRANTEE and its successors and assigns, together with all the buildings and improvements located thereon and all and singular the tenements, hereditaments, appurtenances and improvements thereunto belonging, or in any wise appertaining, and all the estate, right, title, interest, or claim whatsoever of the GRANTOR, either in law or in equity and subject to the terms, reservations, restrictions, covenants, and conditions set forth in this Deed.

            RESERVING unto the GRANTOR an easement for rights-of-way for telecommunication and fiber optic lines as more particularly described in Exhibit C and as shown in Exhibit D attached hereto and made a part hereof.  [Note that the location for the telecommunication and fiber optic lines shown in Exhibit D are their approximate location and may not be their actual location.]

            ALSO RESERVING unto the GRANTOR a perpetual and assignable right of access on, over, and through the Property, to access and enter upon the Property in any case in which an environmental response action or corrective action is found to be necessary, or such access and entrance is necessary to carry out a response action or corrective action on adjoining property; including, without limitation, to perform any additional environmental investigation, monitoring, sampling, testing, response action, corrective action, or any other action necessary for the GRANTOR to meet its responsibilities under applicable laws and as provided for in this Deed.  This right of access shall be binding on the GRANTEE, its successors, and assigns, and shall be a binding servitude on the Property herein conveyed and shall be deemed to run with the land in perpetuity.  This reservation includes the right to access and use utilities on the Property at reasonable cost to the United States.  In exercising this right of access, the GRANTOR shall give the GRANTEE or its successors or assigns, except in case of imminent endangerment to human health or the environment, reasonable notice of actions to be taken on the Property and shall use reasonable means, without significant additional cost to the GRANTOR, to avoid and/or minimize interference with the use of the Property.  The GRANTEE, or its successors or assigns, and any other person shall have no claim against the GRANTOR or any officer, employee or contractors thereof solely on account of any such interference resulting from actions taken under this reservation.

            The legal description of the Property has been provided by the GRANTEE and the GRANTEE shall be responsible for the accuracy of the survey and description of the Property conveyed herein and shall indemnify and hold the GRANTOR harmless from any and all liability resulting from any inaccuracy in the description.

            The words "GRANTOR" and "GRANTEE" used herein shall be construed as if they read "GRANTORS" and "GRANTEES" respectively, whenever the sense of this Deed so requires and, whether singular or plural, such words shall be deemed to include in all cases the successors and assigns of the respective parties.

            AND IT IS FURTHER AGREED AND UNDERSTOOD by and between the parties hereto that the GRANTEE, by its acceptance of this Deed, agrees that, as part of the consideration for this Deed, the GRANTEE covenants and agrees for itself, its successors and assigns, forever, that this Deed is made and accepted upon each of the following covenants which covenants shall be binding upon and enforceable against the GRANTEE, its successors and assigns, in perpetuity, and the notices, covenants, and restrictions set forth in Exhibit B, incorporated herein by reference as if fully set out in this Deed, are a binding servitude on the Property herein conveyed and shall be deemed to run with the land in perpetuity.

1. CERCLA COVENANTS

The Property being conveyed is subject to the Comprehensive Environmental Response, Compensation, and Liability Act, as amended, 42 U.S.C. Section 9601 et seq. ("CERCLA") covenants described in Exhibit B, attached hereto and made a part hereof.

2.  CERCLA REMEDIATION

            The Property being conveyed is subject to the CERCLA remediation described in Exhibit B, attached hereto and made a part hereof.

3.  NOTICE OF THE PRESENCE OF LEAD-BASED PAINT AND COVENANT AGAINST THE USE OF THE PROPERTY FOR RESIDENTIAL PURPOSES

            The Property being conveyed is subject to the notice of the presence of lead-based paint and covenant against the use of the property for RESIDENTIAL PURPOSES described in Exhibit B, attached hereto and made a part hereof.

4.  NOTICE OF THE PRESENCE OF ASBESTOS AND COVENANT

            The Property being conveyed is subject to the notice of the presence of asbestos and covenant described in Exhibit B, attached hereto and made a part hereof.

5. NOTICE OF GROUNDWATER RESTRICTIONS

            The Property being conveyed is subject to the notice of groundwater restrictions described in Exhibit B, attached hereto and made a part hereof.

6.  NOTICES, USE RESTRICTIONS, AND RESTRICTIVE COVENANTS

            AND IT IS FURTHER AGREED AND UNDERSTOOD by and between the parties hereto that the GRANTEE, by its acceptance of this Deed, agrees that, as part of the consideration for this Deed, the GRANTEE covenants and agrees for itself, its successors and assigns, forever, that this Deed is made and accepted upon each of the following covenants which covenants shall be binding upon and enforceable against the GRANTEE, its successors and assigns, in perpetuity, and the notices, covenants, and restrictions set forth in Exhibit B, incorporated herein by reference as if fully set out in this Deed, are a binding servitude on the Property herein conveyed and shall be deemed to run with the land in perpetuity.

            The NOTICES, USE RESTRICTIONS, AND RESTRICTIVE COVENANTS, set out in this Deed and in Exhibit B, shall be inserted by the GRANTEE verbatim or by express reference in any deed or other legal instrument by which GRANTEE, its successors or assigns, divests itself of either the fee simple title or any other lesser estate in the Property or any portion thereof.

7.  NOTICE OF NON-DISCRIMINATION

            The GRANTEE covenants for itself, itsheirs,successors,and assigns and every successor in interest to the property hereby conveyed, or any part thereof, that the said GRANTEE and suchheirs,successors, and assigns shall not discriminate upon the basis of race, color, religion, age, gender, or national origin in the use, occupancy, sale, or lease of the property, or in their employment practices conducted thereon. This covenant shall not apply, however, to the lease or rental of a room or rooms within a family dwelling unit; nor shall it apply with respect to religion to premises used primarily for religious purposes.  The United States of America shall be deemed a beneficiary of this covenant without regard to whether it remains the owner of any land or interest therein in the locality of the property hereby conveyed and shall have the sole right to enforce this covenant in any court of competent jurisdiction.

8.  �??AS IS�??

            The GRANTEE has inspected, knows and accepts the condition and state of repair of the subject Property.  The GRANTEE understands and agrees that the Property and any part thereof is offered �??AS IS�?? and �??WHERE IS�?? without any representation, warranty or guaranty by the GRANTOR as to quantity, quality, title, character, condition, size, or kind, or that the same is in condition or fit to be used for the purpose(s) intended by the GRANTEE, and no claim for allowance or deduction upon such grounds will be considered.  

9.  INDEMNITY AND HOLD HARMLESS

            The Grantor recognizes its obligation to hold harmless, defend, and indemnify the Grantee and any successor, assignee, transferee, lender, or lessee of the Grantee or its successors and assigns, as required and limited by Section 330 of the National Defense Authorization Act of 1993, as amended (Pub. L. No. 102-484), and to otherwise meet its obligations under Federal law.

10.  ANTI-DEFICIENCY ACT

            The GRANTOR�??s obligation to pay or reimburse any money under this Deed is subject to the availability of funds appropriated for this purpose to the Department of the Army, and nothing in this Deed shall be interpreted to require obligations or payments by the GRANTOR in violation of the Anti-Deficiency Act, 31 U.S.C. Section 1341.

11.  NO WAIVER

            The failure of the Government to insist in any one or more instances upon complete performance of any of the said notices, covenants, conditions, restrictions, or reservations shall not be construed as a waiver or a relinquishment of the future performance of any such covenants, conditions, restrictions, or reservations, but the obligations of the GRANTEE, its successors and assigns, with respect to such future performance shall continue in full force and effect.

12.  BINDING SERVITUDE

            The notices, terms, covenants, restrictions, and reservations set forth in this Deed are a binding servitude on the Property herein conveyed and shall be deemed to run with the land in perpetuity.  The notices, terms, covenants, restrictions, and reservations contained in this Deed shall be inserted by the GRANTEE verbatim or by express reference in any deed or other legal instrument by which it divests itself of either the fee simple title or any other lesser estate in the Property or any portion thereof.

13. MERGER OF CERTAIN PHASE II AND PHASE III PARCELS

            GRANTEE is the owner of certain Phase II parcels (2-53, 2-54 and 2-70) pursuant to a quitclaim deed between GRANTOR and GRANTEE dated May 3, 2002 and recorded in the Recorder�??s Office in and for Franklin County, Pennsylvania, in Volume 1904, Page 388 (�??Phase II Quitclaim Deed�??).  The parcels conveyed by Phase II Quitclaim Deed include the first eight (8) feet below the surface of the ground.  GRANTOR and GRANTEE previously agreed that once the property below a Phase II parcel was cleaned up, GRANTOR would convey to GRANTEE the subsurface property and the corresponding surface and subsurface parcels would be merged back together.  Certain parcels (2-53L, 2-54L and 2-70L) included in this Phase III Quitclaim Deed are such subsurface parcels and GRANTEE is still the owner of the corresponding Phase II surface parcels.  With the conveyance of this Phase III Quitclaim Deed, GRANTOR and GRANTEE recognize that: Phase II parcel 2-53 is hereby merged with Phase III parcel 2-53L and shall be referred to as 2-53; Phase II parcel  2-54 is hereby merged with Phase III parcel 2-54L and shall be referred to as 2-54 and Phase II parcel 2-70 is hereby merged with Phase III parcel 2-70L and shall be referred to as 2-70.

14.  REMOVAL OF SOIL EXCAVATION AND GROUNDWATER RESTRICTIONS

            Pursuant to the Phase III Parcels Decision Summary dated August 2003, soil excavation and groundwater restrictions placed on certain Phase I and Phase II parcels can now be removed as part of the no further action alternative.  GRANTOR and GRANTEE agree that the soil excavation and groundwater restrictions placed on: (1) Phase I parcels 24, 27 and 28 as set forth in the Phase I Quitclaim Deed dated November 6, 1998 and recorded in the Recorder�??s Office in and for Franklin County, Pennsylvania, in Volume 1414, Page 204and (2) Phase II parcels 2-53, 2-54, 2-70, 2R-80-3, 2R-84-3 and 2R-86-3 as set forth in the Phase II Quitclaim Deed dated May 3, 2002 and recorded in the Recorder�??s Office in and for Franklin County, Pennsylvania, in Volume 1904, Page 388 are hereby removed and extinguished.

This Quitclaim Deed is not subject to Title 10, United States Code, Section 2662.

            IN WITNESS WHEREOF; the GRANTOR has caused this Deed to be executed in its name by the Deputy Assistant Secretary of the Army (I&H) and the Seal of the Department of the Army to be hereunto affixed this _____day of ___________, 2003.

GRANTOR:

UNITED STATES OF AMERICA
DEPARTMENT OF THE ARMY

By:_________________________________
Joseph W. Whitaker
Deputy Assistant Secretary of the Army
(Installations and Housing)
OASA(I&E)

Signed and sealed and delivered

in the presence of:

Witness ___________________

Witness ___________________

COMMONWEALTH OF VIRGINIA      )

COUNTY OF ARLINGTON                    ) ss:

            I, the undersigned, a Notary Public in and for the Commonwealth of Virginia; County of Arlington, whose commission as such expires on the ____ day of ________, 20__ do hereby certify that this day personally appeared before me in the Commonwealth of Virginia, County of Arlington, Joseph W. Whitaker, Deputy Assistant Secretary of the Army (I&H), whose name is signed to the foregoing instrument and who acknowledged the foregoing instrument to be his free act and deed, dated this ______ day of ______________, 2003, and acknowledged the same for and on behalf of the UNITED STATES OF AMERICA.

____________________________
Notary Public

            The terms and conditions of this Quitclaim Deed are hereby accepted this ____day of _________________, 2003.

GRANTEE:

LETTERKENNY INDUSTRIAL DEVELOPMENT AUTHORITY

By: _________________________________

John Redding
Chairman

COMMONWEALTH OF PENNSYLVANIA     )
                                                                                ) SS:
COUNTY OF FRANKLIN                                   )

            I, the undersigned, a Notary Public in and for the Commonwealth of Pennsylvania, County of Franklin, whose commission as such expires on the ___ day of __________, 20___, do hereby certify that this day personally appeared before me in the Commonwealth of Pennsylvania, County of Franklin, _____________, Chairman of the Letterkenny Industrial Development Authority whose name is signed to the foregoing instrument and acknowledged the foregoing instrument to be his free act and deed, dated this _______ day of ___________, 2003, and acknowledged the same for and on behalf of the Letterkenny Industrial Development Authority.

__________________________________
Notary Public

CERTIFICATION

            I, ___________________, certify that I am the ___________________for the Letterkenny Industrial Development Authority named as GRANTEE in the foregoing quitclaim deed, and that John Redding is the Chairman for the Letterkenny Industrial Development Authority and was on _________________, 2003 duly authorized to accept the foregoing quitclaim deed on behalf of the Letterkenny Industrial Development Authority; and that said acceptance was duly signed for on behalf of said Letterkenny Industrial Development Authority by authority of its governing body and within the scope of its delegated powers.

__________________________________________

This Deed was prepared by Arthur Starr, Attorney at Law
U.S. Army Corps of Engineers, Baltimore District.

EXHIBITS

A - Legal Description
B - Notices, Use Restrictions, and Restrictive Covenants
B-1 - Table 2, Notification of Hazardous Substance Storage, Release, and/or Disposal
C - Telecommunication and Fiber Optic Easement Estate
D - Telecommunication and Fiber Optic Easement Map