MEMORANDUM OF INSTALLMENT SALE AGREEMENT -BY -AND

MEMORANDUM OF INSTALLMENT SALE AGREEMENT

-BY -AND-BETWEEN-

ORANGE COUNTY INDUSTRIAL DEVELOPMENT AGENCY

AND

CRYSTAL RUN VILLAGE,

THIS DOCUMENT IS INTENDED TO CONSTITUTE A

MEMORANDUM OF AN EXECUTORY CONTRACT FOR SALE OF

AN INTEREST IN REAL ESTATE, AND IS INTENDED TO BE

RECORDED IN LIEU OF SUCH EXECUTIVE CONTRACT, IN

ACCORDANCE WITH THE PROVISIONS OF SECTION 294(2) OF

THE NEW YORK REAL PROPERTY LAW.

THE LIABILITY OF THE ORANGE COUNTY INDUSTRIAL

DEVELOPMENT AGENCY HEREUNDER IS LIMITED BY THE

SALE AGREEMENT (AS DEFINED HEREIN).

Record and Return To:

Harris

Beach PLLC

99 Garnsey Road

Pittsford, New York 14534

Attn: Alex Neubert

219796 70027.1

MEMORANDUM OF INSTALLMENT SALE AGREEMENT

THIS MEMORANDUM OF INSTALLMENT SALE AGREEMENT

is made as of June

1, 2006,

between ORANGE COUNTY INDUSTRIAL DEVELOPMENT AGENCY, a public

benefit corporation of the State

of New

York, having its offices

at 255-275

Main Street,

County

Government Center, Goshen,

New York

10924 (the "Agency")

and CRYSTAL RUN VILLAGE,

INC., a not-for

profit corporation organized and existing under the laws of the State of New

York,

having its principal office at 601 Stony Ford Road, Middletown,

New York

10941 (the

11Company").

RECITALS: This

Memorandum of Installment Sale Agreement is made in reference to

the following facts:

The parties hereto have entered into a certain Installment Sale Agreement, dated

as of June 1, 2006 (the "Sale Agreement"), concerning the property described in Schedule A and

the Equipment described in Schedule B (both Schedules are annexed hereto). The Sale

Agreement calls for the sale and reconveyance of the Agency's interest in such property and the



improvements now existing or hereafter constructed thereon by the Agency to the Company all

in accordance with the terms and conditions set forth in the Sale Agreement.

In lieu of recording the Sale Agreement, the parties intend to record this



Memorandum, in compliance with the provisions of Section 291(4) of the New York Real

Property Law.

Now, therefore, the parties

agree and state as follows:

Names and Addresses.

The names and addresses of the parties of this

Memorandum and the parties of the Sale Agreement are:

Orange County Industrial Development Agency

255-275 Main Street

County Government Center

Goshen, New York 10924

Attn.: William Trimble, Administrative Director

Crystal Run Village, Inc.

601 Stony Ford Road

Middletown, New York 10941

Attn.: William J. Sammis, Chief Financial Officer

Description

of Property. The property covered by the Sale Agreement and this

Memorandum consists of certain improvements (more particularly described in the Sale

Agreement) located on a parcel of land located in Orange County, New York (the "Land"). A

description of the Land is set forth in Schedule A which is annexed hereto and incorporated

herein by reference.

Time of Conveyance.

The Agency will convey its interest in the Facility to the

Company

commencing

on June 15, 2006.

Right to

Possession.

The Company, as fee owner and contract vendee under the

Sale Agreement, is entitled to possession of the Property.

Limitation on Liability

of Agency. Pursuant to the Sale Agreement, the

obligations of the Agency under the Sale Agreement and all of the other Project Documents (as

---defined-in=the-Sale-Agreement--shall-be limited-obhgations--as provided in-the-Sale-Agreement.



- -

6.-



Purpose of Memorandum.

The purpose of this Memorandum of Installment



Sale Agreement is to give record notice of the Sale Agreement and the rights created thereby, all

of which are hereby confirmed. Nothing herein contained shall be deemed to alter or modify any

of the terms and conditions of the Sale Agreement which are incorporated herein by reference.

Term of Sale Agreement. The Sale Agreement shall expire-on July 1, 2031, at

11:59. p.m., or on such other date as the Bonds (as defined in the Sale Agreement) shall be paid

in full, or on such earlier date as set forth in the Sale Agreement.

^ Extension.

The Sale Agreement cannot be extended.

[THE BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK]

[Signature Page to Memorandum of Installment Sale Agreement]

IN WITNESS W IER

.EOF, the parties have executed and acknowledged this

Memorandum as of

the date first

above written.

ORANGE COUNTY INDUSTRIAL

DEVELOPMENT AGENCY

By:

William Trimble, Administrative Director

[Acknowledgment Page to Memorandum of Installment Sale Agreement]

STATE OF NEW YORK

COUNTY OF ORANGE ) ss.:

On the 9t' day of June in the year 2006, before me, the undersigned, personally appeared

William Trimble, personally known to me or proved to me on the basis of satisfactory evidence

to-be-the.-individual-whose-name-is-subscribed=to=the=within-instrument-and acknowledged-to-me =



that she executed the same in her capacity, and that by her signature on the instrument, the

individual, or the person upon behalf of which the individual acted, executed the instrument.

Notary Public

Eenika A. VanLeeuwen

Notary Public,

state of New York

STATE OF NEW YORK )



No. O 1 VA



Quali

iffi O

range

ounty

COUNTY OF NEW YORK) ss.:



Commission

expires

July 26, 2008

On the 1^ day of June in the year 2006, before me, the undersigned, personally

appeared William J. Sammis, personally known to me or proved to me on the basis of

satisfactory evidence to be the individual whose name is subscribed to the within instrument and

acknowledged to me that he executed the same in his capacity, and that by his signature on the

instrument, the individual, or the person upon behalf of which the individual acted, executed the

instrument.

Notary Public

ROBERT G. WAKE

Notary

Public, State of Iftw

rat



No. 4707135

Qualified in Alban Cc

Commission

Expires

Feb. ,

^; CA) a J

DESCRIPTION OF FACILITY REALTY.

Descrip

ion of

Corbett Road

Facil

ity

Realty

-SECTION-1 9

BLOCK

-2-LOT 7-

2-32-ON

THE T-

MAP OF=ORANGE

COUNTY

ALLthat plot,

piece or parcel of land,

with the-

buildings and improvements

thereon erected, situate, lying and being

in the Town of

Montgomery, Orange

County, New York,

bounded and described as follows:

BEGINNING at a iron pipe-found in. the easterly line of Corbett Road, said point.

being in the division line between lands now or formerly Malley on the west, Liber

2068 Page 223, and lands to be conveyed to Crystal Run Village, Inc. on the

east, and

RUNNING THENCE the following courses and distance along lands now or

formerly Malley:

North 51 degrees 10 minutes 52 seconds East 3.02 feet to an iron pipe found,

for a total distance of 213.69 feet to a survey cap found;

THENCE

North 39 degrees 03 minutes 25 seconds West 190.00 feet to an

iron rod found;

THENCE South

51 degrees 14 minutes 40 seconds West 58.53 feet to an

iron found in lands now

or formerly

Parliman,

Thomas, Liber 4420

Page 114 and

Liber 4400 Page 96;

THENCE along land now or formerly Parliman, Thomas North 31 degrees 14

minutes 43 seconds West 295.44 feet to an iron pipe found in lands now or

formerly Dana, Liber 3626 Page 325;

THENCE along land now or formerly Dana North 79 degrees 49 minutes 10

seconds East

872.62 feet

to a point in a stone wall in lands now or formerly

Wagner, Liber 4989 Page 248;

THENCE along now or formerly Wagner South 15 degrees 25 minutes 50

seconds East 239.00 feet to a point;

THENCE still

along the aforementioned South 11 degrees 10 minutes 50 .

seconds East 10.66 feet to a survey cap found in a rock wall in lands now or

Continued On

DESCRIPTION OF FACILITY REALTY

ascription

of Corbett Road Facility Realty

(continued)

formerly Joyce, Liber 5267

Page 329;

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- ---



--8. THENCE-along-now-or-for-mer-ly Joyce ,lands-now-or-formerly-C-alani-L-iber -

5365 Page 32, and lands now or formerly. Brenner, Liber 3939 Page 163, South

58 degrees 33 minutes 46 seconds West through an iron rod found at 281.06

feet, a survey cap found at 281.06, and a survey cap found at 92.52 feet, for a

total distance 654.64;

THENCE along lands now or fomerly Brenner South 51 degrees 10 minutes

52 seconds West 210.00 feet to a survey cap in the easterly line of Corbett

Road;

10.

THENCE along the easterly line:-of Corbett Road North 38 degrees 55

minutes 09 seconds West 80.00 feet to the BEGINNING POINT.

REFERENCE: Being Lot No. 7 shown on map entitled,-"Survey and Subdivision

Map of Lands of William H. Collier and William H. Collier III" filed in Orange

County Clerk's Office December 16,,1994, Map No. 222-94.

.Excepting, therefrom so much as was conveyed by deed dated 3/2/04 recorded

3/11/04 in Liber 11418 Page 1017.

escription

of Carter Road Facility Realty

SECTION 25 BLOCK 1 LOT 3.33 ON THE TAX MAP OF ORANGE COUNTY

ALL that plot,

piece or parcel of land, with the buildings and improvements

thereon erected, situate, lying and being in the Town of Wawayanda, Orange

-County

,-New=York;

bounded

and-described

as-follows:

BEGINNING at an iron rod found in the'southerly line of Carter Road, said point

being in the division line between lands now or formerly Fehr on the west (Lot 2)

Liber 4907 Page 34, and lands to be conveyed to Crystal Run Village, Inc., on

the east (Lot 3), and

RUNNING THENCE along the southerly line of Carter Road North 66 degrees 01

minute 57 seconds East 100.00 feet to a point in lands now or formerly

Ratajccak, Liber 4967 Page 123;

THENCE

along lands now or formerly Ratajczak South 23 degrees 48 minutes

10 seconds East 398.45 feet to an iron rod found in lands now or formerly Marion

Properties, Inc., Liber 2910 Page 24;

THENCE

along lands now or formerly Marion Properties, Inc., South 68 degrees

05 minutes 00 seconds West 200.00 to an iron rod found in lands now or

formerly Fehr;

THENCE along lands now or formerly Fehr North 35 degrees 46 minutes 21

seconds West 312.00 to a point;

THENCE still along the aforementioned North 38 degrees 29 minutes, 16

seconds 185.92 feet to the BEGINNING POINT.

REFERENCE: Being Lot No. 3 shown on map entitled, "4 Lot Minor Subdivision

for Marion Properties, Inc. filed in Orange County Clerk's Office on September 4;

1992, Map No. 183-92;

Desc

iption of Prase

ree Road Facility Realty

SECTION 232 BLOCK

1 LOT 7

ON THE TAX MAP OF ORANGE COUNTY

ALL that-

certain plot,-piece or parcel oUland with the buildings andimprovements

thereon erected, situate, lying

and_being ,in the Village of Monroe, Orange

County, New York,

bounded and described as follows:

BEGINNING at an iron found in the southerly line of Pine Tree Lane, said point

being in the division line between lands now or formerly Vesilevich

Rodinkina

on the east, Liber 4824 Page 48 (Lot 8), and lands to be conveyed to Crystal

Run Village, Inc. on the west (Lot 7), and

RUNNING THENCE along now or formerly Vesilevich & Rodinkina South 42

degrees 22 minutes 28 seconds West 406.28 feet to a point in lands now or

formerly Kopliner, Liber 3607 Page 255;

THENCE

along lands now or formerly Kopliner North 36 degrees 26 minutes 02

seconds West 133.

feet to a point;

THENCE still

along the aforementioned North 34 degrees 34 minutes 09

seconds

West 170.

feet to a point in lands now

or formerly

Correa,

Liber 3901

Page 283

(Lot 6);

THENCE along

lands now

or formerly Correa North

53 degrees 11 minutes 50

seconds East

251.86 to

a point;

THENCE still along the aforementioned North 13 degrees 22 minutes 28

seconds East 114.23 feet to a point in the southerly line of Pine Tree Lane;

THENCE along the southerly line of Pine Tree Lane South 46 degrees 37

minutes 32 seconds East 312.13 feet to the BEGINNING POINT.

Description of Jacobs Road Facility Realty

SECTION 6 BLOCK 1 LOT 24.3 ON THE TAX MAP OF ORANGE COUNTY

ALL that plot,

piece or parcel of land, with the buildings and improvements

-thereon

erected-situate,

lying-and

being

-in-the=T-own=of

-Minisink Orange

=County;

New York,

bounded and described as follows:

BEGINNING at a point on the westerly line of Jacobs Road, said point being in

the division line between lands now or formerly Moskal on the south, Liber 4653

Page 321 (Lot 2), and lands to conveyed to Crystal Run Village of the north (Lot

3), and

RUNNING THENCE along land or formerly Moskal North 46 degrees 17

minutes 49 seconds West, through iron. pipes found on line at 97.2 feet and

207.7 feet, respectively, for a total distance of 419.62 feet to an iron pipe found

in lands now or formerly Whitford Revocable Living Trust, Liber 3711 Page 47;

THENCE along lands now or formerly Whitford Revocable Living Trust North

44 degrees 27 minutes 20 seconds East 218.00 feet to an iron pipe found in

lands now or formerly Lombardo, Liber 4677 Page 247 (Lot 4);

THENCE

along lands

now or formerly Lombardo South 43 degrees 48

minutes 36 seconds East 414.76 feet to a point in the westerly line of Jacobs

Road;

THENCE

along the westerly line of Jacobs Road South 42 degrees 55

minutes 00 seconds

West 178.

feet to a point;

THENCE still the aforementioned South 43 degrees 52 minutes 00 seconds

West 21.37 feet to the BEGINNING POINT.

REFERENCE:

Being Lot No.

3 shown on

map entitled,

"Whitford Farm" filed in

Orange County Clerk's Office April

11, 1988, Map No. 8810.

Description of Route 208 Facility Realty

SECT

I.ON=7_BLOCK

1_LOT=

99.1-0N_T

HE_TAX=MAP OF_ORANGE

-=CQUN_LY

ALL that certain plot, piece or parcel of land, with the :buildings and

improvements thereon erected, situate, lying and being in the Town of

Hamptonburgh, Orange County, New York, bounded and described as follows:

BEGINNING at a point in the westerly line of State Highway Route No. 208, said

point being in the division line between lands now or formerly Santagata on the

south, Liber 5135 Page 1 (Lot 2) and lands to be conveyed to Crystaa Run

Village, Inc., on the nogh'(Lof 1), and

RUNNING THENCE

the following courses and distances along lands now or

formerly Santagata:

North 59 degrees 43 minutes 00 seconds West 133.61 feet to a point;

THENCE

North 51 degrees 41 minutes 00 seconds West 191.89 feet to a

point;

THENCE North

12 degrees 32 minutes 00 seconds West 298.68 feet to a

point in Parcel

No. 1412

Marcy South Transmission Facilities Right-of-Way;

THENCE along

lands now or formerly Parcel

No. 1412

Marcy South

Transmission Facilities Right

-of Way South

80 degrees 28 minutes 30 seconds

East 200

.77

feet

to a point;

THENCE still

along the aforementioned South 65 degrees 06 minutes 00,

seconds East

349.70 feet

to a point in the westerly line of State Highway Route

No. 208;

THENCE along the westerly line of State Highvyay Route No. 208 Sputh 31

degrees 48

minutes 00 seconds /Vest 350.00 feet to the BEGINNING POINT.

REFERENCE:

Being a

portion of Lot

1 as shown on Pinjani Subdivision Map,

filed in

Orange

CountyClerk's Office on July

21, 1999 as Map No. 186-99.

Description of Depot Street Facility Realty

SECTION 2 BLOCK 1 LOT 33.21 ON THE TAX MAP OF ORANGE COUNTY

_AL-L-that-plot;-piece or-parcel-of-land,, with-the-buildings and-imp rovements

thereon erected,

situate,

lying and being in the Town of Crawford, Orange

County, New:York, bounded and described as follows:

BEGINNING at the centerline of an existing right-of-way, said point being in the

division line between lands now or formerly Moriano on the south, Liber 2187

Page 42, lands now or formerly Moriano on the west, Liber 2786 Page 10, Liber

2185 Page 218, Liber 2061 Page 708, and Liber 1584 Page 257, and lands to be

conveyed to Crystal Run Village, Inc., on the north, and

RUNNING THENCE

along the centerline of an existing right

of-way and lands

now or

formerly Moriano North 19 degrees 51 minutes 20 seconds West 106.88

feet to a point;

THENCE still

along the aforementioned

North 14 degrees 12 minutes 25

seconds West 29

.06 feet to a point;

THENCE the following courses and distances along lands now or formerly Town

of Crawford Sewer District No. 1, Liber 2239 Page 228:

North 75 degrees 47 minutes 35 seconds East 35.00 feet to a point;

THENCE

North 14 degrees 12 minutes 25 seconds West 60.00 feet to a

point;

THENCE South

75 degrees

47 minutes 35

seconds West 35.00 feet to a

point in the centerline of an aforementioned right-of

way and lands now or

formerly Moriano;

THENCE along said right-of-way and lands or formerly Moriano North 14

degrees 12 minutes 25 seconds West 11.87 feet;

THENCE still along the aforementioned North 17 degrees 55 minutes 25

seconds West 32.14 feet to a point in lands now or formerly Pine Bush

Properties, Inc., Liber 5114 Page 121;

Continued On

Description of Depot Street Facility Realty (continued)

THENCE along Pine Bush Properties; Inc. -North 67 degrees 51-minutes 11-

seconds East 442.85 feet to an iron rod found in lands now or formerly Moriano,

Liber 2187 Page 42;

THENCE

along lands

now or

fomerly Moriano South 46 degrees 50 minutes

49 seconds East 229.08 feet to a point found in a large oak tree;

10.

THENCE

still along the aforementioned

South 64 degrees 42 minutes 40

seconds West 560.00 to the BEGINNING POINT.

REFERENCE: Being Lot 1 of Subdivision Map Prepared for Susan Block, filed in

Orange County Clerk's Office on July 2, 1993, Map No. 116-93.

Description of Arcadia Road Facility Realty

SECTION 18 BLOCK 1 LOT 12 ON THE TAX MAP OF ORANGE COUNTY

ALL_that_certain_plot,_piece_or_par_cel_of_land_, with the buildings and

improvements (hereon erected,

situate,

lying and-being iti the Town of-Goshen,

Orange County, New York bounded and described as follows:

BEGINNING at a point in the centerline of Arcadia Road, said point in the

division line between lands now or formerly Mulligan on the south Liber 2754

Page 304 and lands to be conveyed to Crystal Run Village, Inc. on the north; and

RUNNING THENCE

along

the centerline of Arcadia Road North 48 degrees

13 minutes 00 seconds East 300.00 feet to a point in lands now or formerly

Gerasolo Liber 2145 Page. 175;

THENCE through Arcadia Road along lands now or formerly Gerasols South

41 degrees 45 minutes 18 seconds East 362.02 feet to an iron pipe found in

lands now or formerly Mulligan;

THENCE along lands now or formerly Mulligan South 46 degrees 14 minutes

00 seconds West 300.00 feet to an iron pipe set;

THENCE still along lands now or formerly Mulligan and through Arcadia Road

North 41 degrees 47 minutes 00 seconds West 372.40 feet to the BEGINNING

POINT.

Description of Lexington (Drive Facility Realty

SECTION 26 BLOCK 10 LOT 14 ON THE TAX MAP OF ORANGE COUNTY

AL-L that certain

plot, piece or

parcel-of land,

with-the-

buildings

and --

improvements thereon erected, situate, lying and being in the Town of



- - Newburgh, County of Orange and State of New York, as shown on a map filed in

the Orange County Clerk's Office as Filed Map 9960, entitled "Subdivision Plat

Orchard Meadows Subdivision," filed on July 8, 1990 and designated as. Lot 26,

more particularly bounded and described as follows:

BEGINNING at a point on the southerly line of Lexington Drive, said being the

northwest corner of loot 6 on a certain map entitled, "Sudbdivision Plat Orchard

Meadows Subdivision," dated June 3, .1988, last revised December 29, 1988,

prepared by Richard G. Bargar and filed in the Office of the Orange County

Clerk on July

8, 1990 as Filed Map No. 9960, said lot also being'the herein

described parcel;

THENCE along the Lexington Drive south.68 degrees 35 minutes 51 seconds

east 141.00 feet to the northeast corner of said Lot 6 and the northwest corner of

Lot 5 on said Filed Map No. 9960;

THENCE along the division line between said Lot 6 and said Lot 5 south 22

degrees 18 minutes 17 seconds west 405.36 feet to a point on the northerly line

of Lot 10 as shown on a map filed in the Orange County Clerk's Office as Filed

Map 91-93;

THENCE along said Lot 10 in part and Lot 9 in part also shown on said Filed

Map 91-93, north 65 degrees 24 minutes 00 seconds west 142.00 feet to the

southwest corner of the herein described parcel and the southeast corner of said

Lot 7 as shown on said Filed Map No. 9960;

THENCE north

22 degrees 26 minutes 05 seconds west

397.45 feet

to the point

or place of BEGINNING.