PRELIMINARY OFFICIAL STATEMENT DATED NOVEMBER 10, 2009 NEW ISSUE—BOOK-ENTRY ONLY RATING: S&P: AA+ (underlying)(uninsured) In the opinion of Bond Counsel, assuming compliance with certain covenants of the Township, interest on the Bonds is excluded from gross income of the owners of the Bonds for federal income tax purposes under existing law, as currently enacted and construed. Interest on the Bonds is not an item of tax preference for purposes of either individual or corporate alternative minimum tax. Interest on the Bonds may be indirectly subject to corporate alternative minimum tax and certain other taxes imposed on certain corporations as more fully described under the caption “Tax Exemption” herein. Under the laws of the Commonwealth of Pennsylvania, as currently enacted and construed, the Bonds are exempt from personal property taxes in Pennsylvania and the interest on the Bonds is exempt from Pennsylvania personal income tax. The Township has designated the Bonds as "qualified tax-exempt obligations,” for purposes of Section 265(b)(3)(B) of the Internal Revenue Code of 1986, as amended (relating to the deductibility of interest expenses by certain financial institutions).

$10,995,000* Peters Township

Washington County, Pennsylvania General Obligation Bonds, Series of 2010

Dated: January 5, 2010 Principal Due: December 15, as shown on inside cover Interest Due: June 15 and December 15 First Interest Payment: June 15, 2010 The General Obligation Bonds, Series of 2010 (the “Bonds”) in the aggregate principal amount of $10,995,000* will be issued in registered book-entry only form in denominations of $5,000 or any integral multiple thereof. The Bonds will be registered in the name of Cede & Co., as the registered owner and nominee of The Depository Trust Company ("DTC"), New York, New York. Beneficial ownership of the Bonds may be acquired in denominations of $5,000 or any integral multiple thereof only under the book-entry only system maintained by DTC through its brokers and dealers who are, or act through, DTC Participants. The purchasers of the Bonds will not receive physical delivery of the Bonds. For so long as any purchaser is the beneficial owner of a Bond, that purchaser must maintain an account with a broker or a dealer who is, or acts through, a DTC Participant to receive payment of principal of and interest on the Bonds. See "BOOK-ENTRY ONLY SYSTEM" herein. If, under the circumstances described herein, Bonds are ever issued in certificated form, the Bonds will be subject to registration or transfer, exchange and payment as described herein. The principal of the Bonds will be paid to the registered owners or assigns, when due, upon presentation and surrender of the Bonds to The Bank of New York Mellon Trust Company, N.A. (the “Paying Agent”), acting as paying agent, registrar and sinking fund depository, at its corporate trust office in Pittsburgh, Pennsylvania. Interest on the Bonds is payable initially on June 15, 2010 and thereafter semiannually on June 15 and December 15 of each year, until the principal sum thereof is paid. DTC Participants and Indirect Participants will be responsible for remitting such payments to Beneficial Owners of the Bonds. The Bonds are subject to redemption prior to maturity as described herein. The Bonds are general obligations of the Peters Township, Washington County, Pennsylvania (the "Township"), payable from its tax and other general revenues. The Township has covenanted that it will provide in its budget in each year, and will appropriate from its general revenues in each such year, the amount of the debt service on the Bonds for such year and will duly and punctually pay or cause to be paid from the sinking fund established under the Ordinance or any other of its revenues or funds the principal of every Bond and the interest thereon on the dates, at the place and in the manner stated in the Bonds, and for such budgeting, appropriation and payment the Township irrevocably has pledged its full faith, credit and taxing power, which taxing power presently includes the power to levy ad valorem taxes on all taxable real property within the Township presently unlimited as to rate or amount for such purpose (see "Security" and “Taxing Powers” herein). Proceeds of the Bonds will be used to: (1) finance various capital projects throughout the Township, including, but not limited to roads, storm sewers, public works facilities, recreational facilities, and land acquisition, (2) currently refund all of the Township’s outstanding General Obligation Bonds, Series of 2003; and (3) pay the cost of issuing the Bonds, or any or all of the same (collectively, the “PROJECT”). The Bonds are an authorized investment for fiduciaries in the Commonwealth of Pennsylvania pursuant to the Pennsylvania Probate, Estate and Fiduciaries Code, Act of June 30, 1972, No. 164, P.L. 508, as amended and supplemented.

MATURITIES, AMOUNTS, RATES AND PRICES/YIELDS

{As Shown on Inside Cover}

The Bonds are offered when, as and if issued, subject to withdrawal or modification of the offer without notice, and subject to the approving legal opinion of Pepper Hamilton LLP, Bond Counsel, to be furnished upon delivery of the Bonds. Certain other legal matters will be passed upon for the Township by William A. Johnson, Esquire, of Washington, Pennsylvania, Township Solicitor. Public Financial Management, Inc. of Harrisburg, Pennsylvania, will serve as the Township’s Financial Advisor in connection with the issuance of the Bonds. It is expected that the Bonds will be available for delivery in New York, New York, on or about January 5, 2010.

Public Financial Management, Inc. Financial Advisor to the Township

Dated: *Estimated, subject to change.

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$10,995,000* Peters Township

Washington County, Pennsylvania General Obligation Bonds, Series of 2010

Dated: January 5, 2010 Principal Due: December 15, as shown below Interest Due: June 15 and December 15 First Interest Payment: June 15, 2010

MATURITIES, AMOUNTS, RATES AND PRICES/YIELDS

December 15 Amount Rate Prices/Yields 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028

(A portion of the Bonds may be structured as Term Bonds. See "Invitation to Bid".)

*Estimated, subject to change.

i

PETERS TOWNSHIP Washington County, Pennsylvania

TOWNSHIP COUNCIL

Name Office James F. Berquist ..................................................................................................................................... Chairman David M. Ball .......................................................................................................................................... Vice-Chairman Frank Arcuri ............................................................................................................................................ Member Robert L. Atkison .................................................................................................................................... Member Robert J. Lewis ........................................................................................................................................ Member Michael R. McCaig .................................................................................................................................. Member Monica R. Merrell ................................................................................................................................... Member

TOWNSHIP MANAGER MICHAEL A. SILVESTRI

TOWNSHIP SOLICITOR WILLIAM A. JOHNSON, ESQUIRE

Washington, Pennsylvania

BOND COUNSEL PEPPER HAMILTON LLP

Pittsburgh, Pennsylvania

FINANCIAL ADVISOR PUBLIC FINANCIAL MANAGEMENT, INC.

Harrisburg, Pennsylvania

PAYING AGENT THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

Pittsburgh, Pennsylvania

TOWNSHIP ADDRESS 610 East McMurray Rd.

McMurray, Pennsylvania 15317

i

No dealer, broker, salesman or other person has been authorized by the Township to give information or to make any representations, other than those contained in this Preliminary Official Statement, and if given or made, such other information or representations must not be relied upon. This Preliminary Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Bonds in any jurisdiction in which it is unlawful to make such offer, solicitation or sale. The information set forth herein has been obtained from the Township and from other sources which are believed to be reliable but the Township does not guarantee the accuracy or completeness of information from sources other than the Township. The information and expressions of opinion herein are subject to change without notice and neither the delivery of this Preliminary Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in any of the information set forth herein since the date hereof.

TABLE OF CONTENTS

Page Page INTRODUCTION ............................................................................ 1!

PURPOSE OF THE ISSUE ............................................................. 1!Sources and Uses of Bond Proceeds ....................................... 1!

THE BONDS ..................................................................................... 2!Description .............................................................................. 2!Payment of Principal and Interest ........................................... 2!Transfer, Exchange and Registration of Bonds ...................... 2!Security .................................................................................... 3!Sinking Fund ........................................................................... 3!

BOOK-ENTRY ONLY SYSTEM ................................................... 3!

REDEMPTION OF BONDS ........................................................... 5!Mandatory Redemption ........................................................... 5!Optional Redemption .............................................................. 5!Notice of Redemption ............................................................. 5!Manner of Redemption ............................................................ 5!

THE TOWNSHIP ............................................................................. 6!Introduction ............................................................................. 6!Form of Township Government .............................................. 6!Building Permits ...................................................................... 6!

SOURCE: TOWNSHIP OFFICIALS. ........................................................ 6!

TOWNSHIP FINANCES ................................................................. 6!Financial Reporting ................................................................. 6!Summary and Discussion of Financial Results ....................... 7!Taxing Powers ......................................................................... 9!Tax Levy Trends ..................................................................... 9!Real Property Tax .................................................................... 10!

DEBT AND DEBT LIMITS ............................................................ 12!Debt Statement ........................................................................ 12!Types of Indebtedness under the Act ...................................... 13!Debt Limit and Remaining Borrowing Capacity .................... 13!Debt Service Requirements ..................................................... 14!

Future Financing ..................................................................... 14!LABOR RELATIONS ..................................................................... 15!

Township Employees .............................................................. 15!Township Pension Plans ......................................................... 15!

LITIGATION ................................................................................... 16!

DEFAULTS AND REMEDIES ...................................................... 16!

TAX EXEMPTION .......................................................................... 16!

CONTINUING DISCLOSURE UNDERTAKING ....................... 17!

RATING ............................................................................................ 18!

UNDERWRITING ........................................................................... 18!

LEGAL OPINION ........................................................................... 18!

FINANCIAL ADVISOR .................................................................. 18!

MISCELLANEOUS ........................................................................ 18!

APPENDIX A - DEMOGRAPHIC AND ECONOMIC INFORMATION RELATING TO THE PETERS TOWNSHIP!

Introduction ............................................................................. A-1!Population ............................................................................... A-1!Employment ............................................................................ A-1!Income ..................................................................................... A-3!Commercial Activity ............................................................... A-4!Educational Institutions .......................................................... A-4!Health Care .............................................................................. A-4!Utilities, Fire and Police Protection ........................................ A-4!Transportation ......................................................................... A-4!

APPENDIX B - OPINION OF BOND COUNSEL ................................ B-1!

APPENDIX C - AUDITED FINANCIAL STATEMENT ....................... C-1!

[THIS PAGE INTENTIONALLY LEFT BLANK]

1

PRELIMINARY OFFICIAL STATEMENT

$10,995,000* Peters Township

Washington County, Pennsylvania General Obligation Bonds, Series of 2010

INTRODUCTION

This Preliminary Official Statement, including the cover page hereof and Appendices hereto, is furnished by the Peters Township, Washington County, Pennsylvania (the “Township”), in connection with the offering of its $10,995,000* aggregate principal amount General Obligation Bonds, Series of 2010, dated as of January 5, 2010 (the “Bonds”). The Bonds are being issued pursuant to an Ordinance of the Council of the Township enacted on November 23, 2009 (the “Ordinance”), and pursuant to the Local Government Unit Debt Act of the Commonwealth of Pennsylvania (the “Commonwealth”), as codified by the Act of December 19, 1996 (53 Pa. Cons. Stat. Section 8001 et seq, as amended (the “Act”). The Bank of New York Mellon Trust Company, N.A., Pittsburgh, Pennsylvania will act as paying agent, sinking fund depository, and registrar (in each capacity referred to as “Paying Agent”) for the Bonds.

PURPOSE OF THE ISSUE Proceeds of the Bonds will be used to (1) finance various capital projects throughout the Township, including, but not limited to roads, storm sewers, public works facilities, recreational facilities, and land acquisition, (2) currently refund all of the Township’s outstanding General Obligation Bonds, Series of 2003 currently outstanding in the aggregate principal amount of $4,445,000 (the “2003 Bonds”); and (3) pay the cost of issuing the Bonds, or any or all of the same (collectively, the “PROJECT”).

Upon issuance of the Bonds, the proceeds of the Bonds will be irrevocably deposited with The Bank of New York Mellon Trust Company, N.A., as the Paying Agent for the 2003 Bonds, in an amount sufficient to redeem the 2003 Bonds at a redemption price of 100% on or about January 5, 2010. Sources and Uses of Bond Proceeds

The following is a summary of the sources and uses of the proceeds from the issuance of the Bonds.

Sources of Funds Bond Proceeds $ Accrued Interest

Total Sources of Funds $

Uses of Funds Construction Fund Deposit $ Amount Required to Call the 2003 Bonds Issuance Cost (1)

Total Uses of Funds $ (1)Includes legal, financial advisor, printing, rating, underwriter discount, CUSIP, paying agent and miscellaneous costs. *Estimated, subject to change.

2

THE BONDS Description

The Bonds will be issued only as fully registered book-entry only form in the denominations of $5,000 and integral multiples thereof. The Bonds will be issued as one fully registered Bond for each maturity of the Bonds in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”), as registered owner of all Bonds. See “BOOK-ENTRY ONLY SYSTEM” herein. The Bonds will be dated January 5, 2010, and will bear interest at the rates and mature in the amounts and on the dates set forth on the inside cover of this Preliminary Official Statement. Interest on the Bonds will be payable initially on June 15, 2010 and semiannually thereafter on June 15 and December 15 until the principal sum thereof is paid. Payment of Principal and Interest

Subject to the provisions described under “BOOK-ENTRY ONLY SYSTEM” herein, principal of the Bonds will be paid to the registered owners thereof or assigns, when due, upon surrender of the Bonds at the designated office of the Paying Agent.

Interest is payable to the registered owner of a Bond from the interest payment date next preceding the date of authentication of the Bond, unless: (a) such Bond is authenticated as of an interest payment date, in which event such Bond shall bear interest from said interest payment date, or (b) such Bond is authenticated after a Regular Record Date (hereinafter defined) and before the next succeeding interest payment date, in which event such Bond shall bear interest from such succeeding interest payment date, or (c) such Bond is authenticated on or prior to the Regular Record Date preceding June 15, 2010, in which event such Bond shall bear interest from January 5, 2010, or (d) as shown by the records of the Paying Agent, interest on such Bond shall be in default, in which event such Bonds shall bear interest from the date to which interest was last paid on such Bond. Interest shall be paid initially on June 15, 2010, and thereafter, semiannually on June 15 and December 15 of each year, until the principal sum is paid. Interest on each Bond is payable by check drawn on the Paying Agent, which shall be mailed to the registered owner whose name and address shall appear, at the close of business on the last day of the calendar month (whether or not a business day) immediately preceding each interest payment date (the "Regular Record Date"), on the registration books maintained by the Paying Agent, irrespective of any transfer or exchange of the Bond subsequent to such Regular Record Date and prior to such interest payment date, unless the Township shall be in default in payment of interest due on such interest payment date. In the event of any such default, such defaulted interest shall be payable to the person in whose name the Bond is registered at the close of business on a special record date (which shall be a business day) for the payment of such defaulted interest established by notice mailed by the Paying Agent to the registered owners of such Bonds at least ten (10) days preceding such special record date but not more than thirty (30) days prior to the payment date of such defaulted interest. If the date for payment of the principal of or interest on any Bonds shall be a Saturday, Sunday, legal holiday or a day on which banking institutions in the Commonwealth or in each of the cities in which the corporate trust office or payment office of the Paying Agent are located are authorized by law or executive order to close, then the date for payment of such principal or interest shall be the next succeeding day which is not a Saturday, Sunday, legal holiday or a day on which such banking institutions are authorized to close, and payment on such date shall have the same force and effect as if made on the nominal date established for such payment. Transfer, Exchange and Registration of Bonds

Subject to the provisions described under “BOOK-ENTRY ONLY SYSTEM” herein, Bonds are transferable or exchangeable by the registered owners thereof upon surrender of Bonds to The Bank of New York Mellon Trust Company, N.A., Paying Agent, at its designated office in Pittsburgh, Pennsylvania, accompanied by a written instrument or instruments in form, with instructions, and with guaranty of signature satisfactory to the Paying Agent, duly executed by the registered owner of such Bond or his attorney-in-fact or legal representative. The Paying Agent shall enter any transfer of ownership of Bonds in the registration books and shall authenticate and deliver at the earliest practicable time in the name of the transferee or transferees, a new fully registered Bond or Bonds of authorized denominations of the same maturity and interest rate for the aggregate principal amount which the registered owner is entitled to receive. The Township and the Paying Agent may deem and treat the registered owner of any Bond as the absolute owner thereof (whether or not a Bond shall be overdue) for the purpose of receiving payment of or on account of principal and interest and for all other purposes, and the Township and the Paying Agent shall not be affected by any notice to the contrary.

The Paying Agent shall not be required to transfer or exchange any Bonds during the fifteen (15) days immediately preceding the date of mailing of any notice of redemption or at any time following the mailing of such redemption, if the Bond to be transferred or exchanged has been called for redemption. Bonds may be exchanged for a like aggregate principal amount of Bonds of other authorized denominations of the same maturity and interest rate.

3

Security

The Bonds will be general obligations of the Township, payable from its tax and other general revenues. The Township has covenanted that it will provide in its budget for each year, and will appropriate from its general revenues in each such year, the amount of the debt service on the Bonds for such year, and will duly and punctually pay or cause to be paid from its Sinking Fund, as hereinafter defined, or any other of its revenues or funds, the principal of each of the Bonds and the interest thereon at the dates and place and in the manner stated on the Bonds, and for such budgeting, appropriation and payment the Township irrevocably has pledged its full faith, credit and taxing power, which taxing power presently includes the power to levy ad valorem taxes on all taxable property within the Township, presently without limitation as to rate or amount for such purpose. The Act presently provides for enforcement of debt service payments as hereinafter described (see “Defaults and Remedies” herein).

Neither the credit nor the taxing power of the Commonwealth of Pennsylvania or of any political subdivision thereof, other than the Township, is pledged for the payment of interest or principal payable upon the Bonds. Sinking Fund A sinking fund for the payment of debt service on the Bonds, designated "Sinking Fund, Peters Township, General Obligation Bonds, Series of 2010" (the "Sinking Fund"), has been created under the Ordinance and is maintained by the Paying Agent, as sinking fund depository. The Township shall deposit in the Sinking Fund a sufficient sum not later than the date when interest and/or principal is due on the Bonds so that on each payment date the Sinking Fund will contain an amount which, together with any other funds available therein, is sufficient to pay, in full, interest and/or principal then due on the Bonds. The Sinking Fund shall be held by the Paying Agent, as sinking fund depository, and invested by the Paying Agent in such securities or shall be deposited in such funds or accounts as are authorized by law, upon direction of the Township. Such deposits and securities shall be in the name of the Township, but subject to withdrawal or collection only by the Paying Agent, as sinking fund depository, and such deposits and securities, together with the interest thereon, shall be a part of the Sinking Fund. The Paying Agent, as sinking fund depository, is authorized without further order from the Township to pay from the Sinking Fund the principal of and interest on the Bonds, as and when due and payable.

BOOK-ENTRY ONLY SYSTEM

Portions of the following information concerning DTC and DTC's book-entry-only system have been obtained from DTC. The Township, the Financial Advisor, and the Underwriter make no representation as to the accuracy of such information.

DTC, New York, New York, will act as securities depository for the Bonds. The Bonds will be issued as fully-registered Bonds registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered certificate will be issued for each maturity of the Bonds, each in the aggregate principal amount of such maturity, and will be deposited with DTC.

DTC, the world’s largest depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 2 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments from over 85 countries that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC, in turn, is owned by a number of Direct Participants of DTC and Members of the National Securities Clearing Corporation, Government Securities Clearing Corporation, MBS Clearing Corporation, and Emerging Markets Clearing Corporation, (NSCC, GSCC, MBSCC, and EMCC, also subsidiaries of DTCC), as well as by the New York Stock Exchange, Inc., the American Stock Exchange LLC, and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). DTC has Standard & Poor’s highest rating: AAA. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com.

4

Purchases of the Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Bonds on DTC’s records. The ownership interest of each actual purchaser of each Bond (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the Bonds, except in the event that use of the book-entry system for the Bonds is discontinued.

To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.

Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Bonds, such as redemptions, tenders, defaults, and proposed amendments to the Bond documents. For example, Beneficial Owners of Bonds may wish to ascertain that the nominee holding the Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them.

Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the Bonds unless authorized by a Direct Participant in accordance with DTC’s Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Township as soon as possible after the regular record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts the Bonds are credited on the regular record date (identified in a listing attached to the Omnibus Proxy).

Payments of principal, premium, if any, and interest on the Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds and corresponding detail information from the Township or its agent, on payable date in accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with Bonds held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such Participant and not of DTC nor its nominee, the Township or its agent, subject to any statutory or regulatory requirements as may be in effect from time to time. Payments of principal, premium, if any, and interest on the Bonds to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Township or its agent, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants.

DTC may discontinue providing its services as depository with respect to the Bonds at any time by giving reasonable notice to the Township or its agent. Under such circumstances, in the event that a successor depository is not obtained, Bond certificates are required to be printed and delivered.

The information in this section concerning DTC and DTC’s book-entry system has been obtained from DTC, and the Township takes no responsibility for the accuracy thereof.

NEITHER THE TOWNSHIP NOR THE PAYING AGENT SHALL HAVE ANY RESPONSIBILITY OR OBLIGATION TO ANY DTC PARTICIPANT OR ANY BENEFICIAL OWNER OR ANY OTHER PERSON NOT SHOWN ON THE REGISTRATION BOOKS OF THE PAYING AGENT AS BEING A BONDHOLDER WITH RESPECT TO EITHER: (1) THE ACCURACY OF ANY RECORDS MAINTAINED BY DTC OR ANY DTC PARTICIPANT; (2) THE PAYMENT BY DTC OR ANY DTC PARTICIPANT OF ANY AMOUNT DUE TO ANY BENEFICIAL OWNER IN RESPECT OF THE PRINCIPAL OR REDEMPTION OR PURCHASE PRICE OF OR INTEREST ON THE BONDS; (3) THE DELIVERY OR THE TIMELINESS OF ANY NOTICE TO ANY BENEFICIAL OWNER WHICH IS REQUIRED OR PERMITTED UNDER THE TERMS OF THE INDENTURE TO BE GIVEN TO THE OWNER OF THE BONDS; OR (4) ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY DTC AS BONDHOLDER.

5

REDEMPTION OF BONDS Mandatory Redemption

Bidders may elect to structure the issue to include term bonds, which term bonds, if selected by the bidder, will be subject to mandatory redemption prior to maturity, in the years and amounts as shown in the Invitation to Bid, upon payment of the principal amount of Bonds to be redeemed, together with accrued interest to the date fixed for redemption, or upon maturity, as applicable. Bonds to be redeemed shall be selected by lot by the Paying Agent.

In lieu of such Mandatory Redemption, the Paying Agent, on behalf of the School District, may purchase from money in the Sinking Fund, at a price not to exceed the principal amount plus accrued interest, or the School District may tender to the Paying Agent, all or part of the Bonds subject to being drawn for redemption in any such year. Optional Redemption

The Bonds stated to mature on or after December 15, 2015, are subject to redemption prior to maturity, at the option of the Township, in whole, or from time to time, in part (and if in part, in any order of maturity as selected by the Township and within a maturity by lot), at any time on and after December 15, 2014, in either case upon payment of a redemption price of 100% of the principal amount of such Bonds to be redeemed, together with accrued interest to the redemption date. Notice of Redemption Notice of any redemption shall be given by mailing a copy of the redemption notice by first class United States mail, postage prepaid, or by another method of giving notice which is acceptable to the Paying Agent and customarily used by fiduciaries for similar notices at the time such notice is given, not less than thirty (30) days prior to the date fixed for redemption addressed to each of the registered owners of Bonds to be redeemed, in whole or in part, at the addresses shown on the registration books; provided, however, that failure to give such notice by mailing, or any defect therein or in the mailing thereof, shall not affect the validity of any proceeding for redemption of other Bonds called for redemption as to which proper notice has been given. On the date designated for redemption, notice having been provided as aforesaid, and money for payment of the principal and accrued interest being held by the Paying Agent, interest on the Bonds or portions thereof so called for redemption shall cease to accrue and such Bonds or portions thereof shall cease to be entitled to any benefit or security under the Ordinance, and registered owners of such Bonds or portions thereof so called for redemption shall have no rights with respect to such Bonds, except to receive payment of the principal of and accrued interest on such Bonds to the date fixed for redemption. If at the time of the mailing of any notice of optional redemption the Township shall not have deposited with the Paying Agent moneys sufficient to redeem all the Bonds called for redemption, such notice shall state that it is conditional, that is, subject to the deposit or transfer of the redemption moneys with the Paying Agent not later than the opening of business on the redemption date, and that such notice shall be of no effect unless such moneys are so deposited. Manner of Redemption If a Bond is of a denomination larger than $5,000, a portion of such Bond may be redeemed. For the purposes of redemption, a Bond shall be treated as representing that number of Bonds which is obtained by dividing the principal amount thereof by $5,000, each $5,000 portion of such Bond being subject to redemption. In the case of partial redemption of a Bond, payment of the redemption price shall be made only upon surrender of such Bond in exchange for Bonds of authorized denominations in aggregate principal amount equal to the unredeemed portion of the principal amount thereof. If the redemption date for any Bonds shall be a Saturday, Sunday, legal holiday or a day on which banking institutions in the Commonwealth or in each of the cities in which the corporate trust office or payment office of the Paying Agent are located are authorized by law or executive order to close, then the date for payment of the principal, premium, if any, and interest upon such redemption shall be the next succeeding day which is not a Saturday, Sunday, legal holiday or a day on which such banking institutions are authorized to close, and payment on such date shall have the same force and effect as if made on the nominal date of redemption.

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THE TOWNSHIP Introduction

The Township is located in northern Washington County, and encompasses a total land area of 19.6 square miles. The Township’s northern border is Allegheny County. The City of Washington, the county seat of Washington County, is located about 12 miles to the south.

While a few family farms still remain, the Township is primarily residential with a commercial/retail concentration located in the Town Center area and along U.S. Route 19, a principal north/south artery between Pittsburgh, and the City of Washington. Form of Township Government

Peters Township was incorporated in 1781 under the provisions of Article 9, Section 1 of the Constitution of the Commonwealth of Pennsylvania, as amended. Peters Township operates under a Home Rule Charter with a Council/Manager for of government. The Charter provides that the Township be governed by a seven member elected Council. The Council is vested with a broad range of policy making powers. Day-to-day administration is the responsibility of the Township Manager. The Manager is appointed by Council for an indeterminate period. The Manager, in turn, recommends the appointment to Council of all department heads. To assist the Council in formulation of policy, a variety of Boards have been created. These include: Planning Commission, Zoning Hearing Board, Recreation Board, Cable Television Regulatory Board, Environmental Quality Board, Library Board and the Youth Commission. Building Permits

Township issuance of building permits is summarized below:

Commercial Residential Construction Construction

Year Permits Value Permits Value 2004 83 $4,438,343 426 $48,708,673 2005 52 2,241,073 430 57,104,312 2006 59 7,238,834 396 45,287,735 2007 50 6,458,650 349 37,989,218 2008 48 6,055,670 311 29,654,811

Source: Township Officials.

TOWNSHIP FINANCES Financial Reporting Peters Township’s comprehensive annual financial reports have been awarded the Certificate of Achievement for Excellence in Financial Reporting by the Government Finance Officers Association of the United States and Canada for over 15 years. The Certificate of achievement is the highest form of recognition for excellence in state and local government financial reporting. The Government Finance Officers Association of the United States and Canada also presents an award for Distinguished Budget Presentation. In order to receive this award, a governmental unit must publish a budget document that meets program criteria as a policy document, as an operations guide, as a financial plan and as a communications medium. Peters Township has received this award for over 14 years. In 2009 Peters Township received an award for “Outstanding Achievement in Annual Popular Financial Reporting”. Peters Township is the only community in Pennsylvania to received recognition under all three of these programs.

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Summary and Discussion of Financial Results

A summary of the balance sheet and receipts and expenditures in fund balances are presented in Tables 1 and 2 which follow. The budget did not require a tax increase.

TABLE 1

PETERS TOWNSHIP SUMMARY OF COMPARATIVE GENERAL FUND BALANCE SHEET

2004 2005 2006 2007 2008

ASSETS Cash and Cash Equivalents ........................... $2,073,515 $2,505,824 $2,647,781 $3,175,794 $3,330,769 Investments ................................................... 500,000 514,240 538,171 566,410 685,617 Taxes Receivable (Net) ................................. 857,034 863,389 959,923 1,052,635 991,780 Due from Other Funds ................................... 1,816 60,849 51,417 52,432 189,543 Due from Other Governments ....................... 77,263 79,622 85,511 116,467 95,784 Other Receivables ......................................... 190,546 193,607 212,192 258,301 175,027 Prepaid Items ................................................. 46,544 0 0 0 0 Other Current Assets ..................................... 23,358 71,263 56,059 49,941 32,063 TOTAL ASSETS ..................................... $3,770,076 $4,288,794 $4,551,054 $5,271,980 $5,500,583

LIABILITIES AND FUND BALANCES Due to Other Funds ....................................... $0 $0 $0 $0 $0 Accounts Payable .......................................... 93,477 127,616 115,243 119,824 139,473 Accrued Salaries and Benefits ....................... 61,880 66,341 72,212 88,140 123,932 Payroll Deductions and Withholdings ........... 37,607 38,868 4,209 14,082 77,648 Deferred Revenues ........................................ 114,840 125,053 108,244 111,425 111,397 Other Current Liabilities ............................... 111,647 137,311 162,900 341,694 174,075 TOTAL LIABILITIES ............................ $419,451 $495,189 $462,808 $675,165 $626,525

FUND BALANCES Reserve for Prepaid Items ............................. $46,544 $0 $0 $0 $0 Unreserved – Designated .............................. 0 0 0 0 168,588 Unreserved – Undesignated .......................... 3,304,081 3,793,605 4,088,246 4,596,815 4,705,470 Unreserved - Reported in Non-Major ............ 0 0 0 0 0 Special Revenue Funds ................................. 0 0 0 0 0 TOTAL FUND BALANCES ................... $3,350,625 $3,793,605 $4,088,246 $4,596,815 $4,874,058

TOTAL LIABILITIES AND FUND BALANCES ....................... $3,770,076 $4,288,794 $4,551,054 $5,271,980 $5,500,583

Source: Township Annual Financial Audit Reports.

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TABLE 2

PETERS TOWNSHIP RECEIPTS AND EXPENDITURES*

Actual Budget Estimate

Revenues 2004 2005 2006 2007 2008 2009(1) 2009(2) Taxes ..................................................... $8,136,209 $8,765,977 $9,055,135 $9,735,998 $9,714,247 $9,504,000 $9,316,018 Licenses & Permits ............................... 6,240 6,821 14,153 24,914 11,950 6,500 7,000 Fines & Permits ..................................... 69,914 76,574 73,572 69,958 78,449 71,600 81,000 Interest, Rents & Royalties ................... 34,116 104,825 192,741 215,919 126,061 110,000 58,500 Intergovernmental ................................. 404,492 446,619 446,161 481,016 504,465 514,500 520,543 Charges for Services ............................. 575,161 655,512 642,602 697,914 706,274 687,790 691,225 Miscellaneous ........................................ 85,375 140,258 21,257 32,660 48,650 42,712 121,532

TOTAL REVENUES ................................ $9,311,507 $10,196,586 $10,445,621 $11,258,379 $11,190,096 $10,937,102 $10,795,818

Expenditures Current: General Government ............................. $877,488 $955,562 $945,078 $1,054,377 $1,056,644 $1,148,576 $1,120,699 Public Safety ......................................... 2,788,194 2,959,216 3,146,345 3,249,723 3,475,251 4,005,062 3,754,473 Public Works – Sanitation .................... 31,487 106,774 39,609 86,570 39,276 88,546 60,346 Public Works – Highways .................... 874,782 964,942 869,433 1,092,375 1,167,846 1,310,192 1,118,026 Culture Recreation ................................ 805,272 1,001,540 957,857 1,070,299 1,127,746 1,350,840 1,261,550 Insurance, Employee Benefits & Other .............................. 1,301,874 1,322,076 1,322,232 1,314,728 1,322,512 1,547,794 1,440,270 Debt Service: Principal ................................................ 103,398 109,408 0 0 53,573 55,973 55,973 Interest ................................................... 12,102 6,136 0 0 13,125 10,725 10,725 Miscellaneous ............................................. 0 0 0 0 0 40,000 25,000

TOTAL EXPENDITURES ....................... $6,794,597 $7,425,654 $7,280,554 $7,868,072 $8,255,973 $9,557,708 $8,847,062

EXCESS (DEFICIENCY) OF REVENUES OVER EXPENDITURES $2,516,910 $2,770,932 $3,165,067 $3,390,307 $2,934,123 $1,379,394 $1,948,756

Other Financing Sources (Uses) Transfers to Other Funds To Debt Service Funds........................ (782,876) (786,952) (803,389) (892,589) (902,115) (902,142) (903,975) To Library Fund ................................. (505,000) (541,000) (570,000) (600,000) (640,000) (685,000) (685,000) To Capital Projects Fund .................... (1,131,267) (1,000,000) (1,497,037) (1,389,149) (1,114,765) (1,529,759) (1,529,759)

Total Other Financing Sources (uses) . ($2,419,143) ($2,327,952) ($2,870,426) ($2,881,738) ($2,656,880) ($3,116,901) ($3,118,734)

Net Change in Fund Balances ................. $97,767 $442,980 $294,641 $508,569 $277,243 ($1,737,507) ($1,169,978) Fund Balance – Beginning ...................... $3,252,858 $3,350,625 $3,793,605 $4,088,246 $4,596,815 $4,762,392 $4,874,058

Fund Balance – Ending ........................... $3,350,625 $3,793,605 $4,088,246 $4,596,815 $4,874,058 $3,024,885 $3,704,080

*Totals may not add due to rounding. (1)Budget, as adopted December 2008. (2)Estimated, subject to change and final audit. Source: Fiscal 2004-2008 Township Annual Financial Audit Reports prepared by independent auditors and Fiscal 2009 Budget as prepared by Township officials.

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Taxing Powers Although Peters Township is a home rule community, its charter limits tax rates to those specified in the Pennsylvania Second Class Township Code unless the increase is approved by referendum. Under the Pennsylvania Second Class Township Code and Pennsylvania Act 511 of 1965, P.L. 1257, Pennsylvania second-class townships have authority to levy a number of taxes. The type of levies and rate limits are given below:

Purpose Levy Fire Services ................................................................................................................................ 3.0 mills Firehouse, fire training school and center, lock-up and/or municipal building ........................... 2.0 mills Recreation ................................................................................................................................... Unlimited Ambulance and Rescue Service .................................................................................................. 0.50 mills Debt Service ................................................................................................................................ Unlimited Special Fund for permanent street improvements ....................................................................... 5 mills Unlimited Pension and retirement ................................................................................................................ ½ mill Shade Trees ................................................................................................................................. 1/10 mill Utilities ........................................................................................................................................ 8 mills Street Lighting ............................................................................................................................. 8 mills Library purposes .......................................................................................................................... Unlimited

Under the Act of December 31, 1965, P.L. 1257, effective January 1, 1966, the Pennsylvania Local Tax Enabling Act, additional taxes may be levied by Townships (subject to division with other political subdivisions authorized to levy similar taxes on the same person, subject, business, transaction or privilege), subject to the following limitations:

Tax Levy Per Capita .................................................................................................................................... $10.00 Wages, salaries, commissions and other earned income of individuals ....................................... 1.00% Transfer of title of real property .................................................................................................. 1.00%* Flat rate occupation tax ............................................................................................................... $10.00 Local Services Tax (maximum rate)............................................................................................ $52.00 Admissions (except Motion Picture Theaters) ............................................................................. 10.00% Occupation (if a millage or percentage of the assessed valuation of occupation is used as base) ................................................................................................

No limit

*Residents approved by referendum increasing the limit to 1.5%. The effective rate is 1%. Source: Township Officials. Tax Levy Trends

Table 3 shows the recent trend of tax rates levied by the Township. Table 4 shows the comparative trend of real property tax rates for the Township and the County.

TABLE 3

PETERS TOWNSHIP TAX RATES

Wage and Real Estate Local Income Real Estate Transfer Services (%)(1) (mills) (%) ($)

2005..................................... 0.5 12.0 1.0 5.00 2006..................................... 0.5 12.0 1.0 5.00 2007..................................... 0.5 12.0 1.0 47.00 2008..................................... 0.5 12.0 1.0 47.00 2009..................................... 0.5 12.0 1.0 47.00

Source: Local Government officials.

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TABLE 4

PETERS TOWNSHIP COMPARATIVE REAL PROPERTY TAX RATES

(Mills on Assessed Value)

2005 2006 2007 2008 2009 Peters Township .......................................... 12.0 12.0 12.0 12.0 12.0 Peters Township School District ................. 87.0 89.5 89.5 89.5 92.5 Washington County .................................... 21.4 21.4 21.4 21.4 21.4

Source: Local Government officials. Real Property Tax

The real property tax (excluding delinquent collections) produced $3,475,000 in 2008, approximately 33.4 percent of total revenue. Property taxes are levied as of January 1 of each fiscal year. Taxes are payable at 2% discount before June 7 and at face before August 7. After August 8, there is a 10% penalty applied. Unpaid taxes are filed with the Tax Claim Bureau of Washington County on the third Monday of January. According to past practice under applicable law, properties liened for unpaid taxes may be sold at sheriff’s sale subject to agreement by the three taxing bodies (Municipal, School District and County). The following tables summarize recent trends of assessed and market valuations of real property and real property tax collection data. The last countywide re-assessment in Washington County was in 1981.

TABLE 5

PETERS TOWNSHIP REAL PROPERTY ASSESSMENT DATA

Market Assessed Year Value(1) Value(2) Ratio 2004......................................................... $1,731,228,052 $266,753,167 15.4% 2005......................................................... 1,936,599,482 279,048,917 14.4% 2006......................................................... 2,132,323,917 292,099,167 13.7% 2007......................................................... 2,266,966,056 299,072,039 13.2% 2008......................................................... 2,222,964,834 306,615,839 13.8% (1)Source: Pennsylvania State Tax Equalization Board. (2)Source: Washington County Assessment Office. The assessment office does not have data which separates commercial and residential assessment values.

TABLE 6

PETERS TOWNSHIP REAL PROPERTY ASSESSMENT DATA BY MUNICIPALITY

2007 2007 2008 2008 Market Assessed Market Assessed Value(1) Value(2) Value(1) Value(2) Township ........................................... $2,266,966,056 $ 299,072,039 $2,222,964,834 $ 306,615,839 Peters Township School District ....... 2,266,966,056 299,072,039 2,222,964,834 306,615,839 Washington County .......................... 8,399,188,100 1,433,242,458 9,393,416,300 1,464,313,369 (1)Source: Pennsylvania State Tax Equalization Board. (2)Source: Washington County Assessment Office. The assessment office does not have data which separates commercial and residential assessment values.

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TABLE 7

PETERS TOWNSHIP ASSESSMENT BY LAND USE

2005 2006 2007 2008 Residential ............................. $225,683,083 $233,333,946 $245,449,702 $258,119,292 Lots ....................................... 3,659,928 3,785,504 3,864,285 3,527,217 Industrial ............................... 532,357 516,094 516,094 516,094 Commercial ........................... 27,315,126 28,004,808 28,338,991 28,671,615 Agriculture ............................ 3,777,117 3,817,885 4,057,477 4,725,566 Land ...................................... 189,627 223,273 174,920 166,715 Minerals ................................ 100,225 100,225 100,225 100,225 Total ................................. $261,257,463 $269,781,735 $282,501,694 $295,826,724

Source: Pennsylvania State Tax Equalization Board (2009 not yet available).

TABLE 8

PETERS TOWNSHIP REAL PROPERTY TAX COLLECTION DATA

Current Year

Collections Total Total Total Current as Percent Collections Collections

Year Tax Levy Collections of Total Tax Levy Amount as Percent 2004 $3,201,038 $3,072,612 95.99% $3,162,832 98.81% 2005 3,348,587 3,200,180 95.57% 3,284,251 98.08% 2006 3,505,190 3,378,444 96.38% 3,474,397 99.12% 2007 3,588,864 3,468,492 96.65% 3,539,511 98.62% 2008 3,679,390 3,550,756 96.50% 3,625,184 98.53%

Source: Township officials. The ten largest real property taxpayers, together with 2009 assessed values, are shown on Table 9. The aggregate assessed value of

these ten taxpayers’ totals approximately 3.72 percent of total assessed value. All major real property tax accounts are current.

TABLE 9

PETERS TOWNSHIP TEN LARGEST REAL PROPERTY TAXPAYERS, 2009

2009 Assessed Owner Value Waterdam Plaza Associates $ 3,801,459 Donaldson's Crossroad Associates 1,758,817 HCR Manorcare 1,089,000 Gallery Shoppes 1,037,885 K-Mart 904,200 Valleybrook Country Club 708,651 Murphy, Robert 493,849 Rolling Hills Country Club 488,418 Levin Family Partnership LP 487,675 Miller, Mark 432,278 Total $11,202,232

Source: Township officials.

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DEBT AND DEBT LIMITS Debt Statement

The Table 10 shows the debt of the Peters Township as of November 20, 2009, including the issuance of the Bonds.

TABLE 10

PETERS TOWNSHIP STATEMENT OF INDEBTEDNESS

(As of November 20, 2009)*

Gross GENERAL OBLIGATION DEBT Outstanding

General Obligation Bonds, Series of 2010 (last maturity 2028) ....................................................... $10,995,000 General Obligation Bonds, Series of 2006 (last maturity 2017) ....................................................... 3,575,000 TOTAL GENERAL OBLIGATION DEBT ........................................................................... $14,570,000

LEASE RENTAL DEBT Total Lease Rental Debt ................................................................................................................... $ 0 TOTAL DIRECT AND LEASE RENTAL DEBT.................................................................. $14,570,000

OVERLAPPING DEBT Washington County (1) ...................................................................................................................... $ 8,415,358 Peters Township School District ...................................................................................................... 49,000,000 TOTAL OVERLAPPING DEBT ............................................................................................. $57,415,358

TOTAL DIRECT AND OVERLAPPING DEBT ........................................................................ $71,985,358

Debt Ratios Total Direct and Overlapping Debt Per Capita (2000 estimate) ............................................................................................................... $4,097.99 Percent 2009 Assessed Value ........................................................................................................... 23.48% Percent 2009 Market Value .............................................................................................................. 4.07%

*Taking into effect the issuance of the estimated Bonds.

(1) Pro rata 18.8% share of $44,738,621 principal amount outstanding, as reported by the Pennsylvania Department of Community and Economic Development, Legal Office.

Sources: Township officials, Pennsylvania Department of Community and Economic Development, Legal Office.

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Types of Indebtedness under the Act The Act establishes three forms of debt for a local government unit: (i) electoral debt (debt incurred with the approval of the electors for which there is no limitation on the amount that may be so incurred), (ii) nonelectoral debt (debt of a local government unit not being electoral or lease rental debt for which the limitation on all such net debt which may be incurred is 250 percent of the borrowing base for the Township), and (iii) lease rental debt (the principal amount of municipal authority debt or debt of another local government unit to be repaid by the local government unit pursuant to a lease, subsidy contract guarantee or other form of agreement where such debt is or may be payable out of the tax revenues and other general revenues; the limitation on all such net lease rental debt which may be incurred, including any net nonelectoral debt incurred, is 350 percent of the borrowing base for the Township). Any debt which is approved by the Pennsylvania Department of Community and Economic Development as subsidized or self-liquidating may be deducted or excluded from the determination of any such debt incurred in determining the net debt of the local governmental unit to which such limitations are applicable. Certain other deductions are allowed in determining net debt. Debt Limit and Remaining Borrowing Capacity

The statutory borrowing limit of the Township under the Act is computed as a percentage of the Township’s “Borrowing Base”. The “Borrowing Base” is defined as the annual arithmetic average of total “Revenues” (as defined by the Act), for the three full fiscal years ended next preceding the date of incurring debt. The Township calculates its present borrowing base and borrowing capacity as follows:

Total Revenues for 2006 ................................................................................................................ $10,445,621 Total Revenues for 2007 ................................................................................................................ 11,258,379 Total Revenues for 2008 ................................................................................................................ 11,190,096 Total .......................................................................................................................................... $32,894,096 Annual Arithmetic Average (Borrowing Base) .............................................................................. $10,964,699

Under the Act as presently in effect, (i) new nonelectoral debt may not be incurred if the net amount of such new nonelectoral debt plus all outstanding net nonelectoral debt would cause total net nonelectoral debt to exceed 250% of the Borrowing Base and (ii) new lease rental debt or new nonelectoral debt may not be incurred if the net amount of such new debt plus all outstanding net nonelectoral debt and net lease rental debt would cause the total net nonelectoral plus net lease rental debt to exceed 350% of the Borrowing Base. The application of the aforesaid percentages to the Township's Borrowing Base produces the following products: Remaining Legal Net Debt Borrowing Limit Outstanding Capacity Net Nonelectoral Debt Limit: 250% of Borrowing Base ......................................................... $27,411,747 $14,570,000 $12,841,747 Net Nonelectoral and Lease Rental Debt Limit: 350% of Borrowing Base ......................................................... $38,376,445 $14,570,000 $23,806,445

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Debt Service Requirements

Table 11 presents the debt service requirements on the Township’s outstanding general obligation indebtedness including debt service on the Bonds.

The Township has never defaulted on the payment of debt service.

TABLE 11 PETERS TOWNSHIP

DEBT SERVICE REQUIREMENTS

Other Series of Outstanding 2010 Total

Year Debt(1) Principal Interest Subtotal Requirements 2009 $ 571,116 2010 570,276 2011 568,783 2012 571,745 2013 388,860 2014 381,998 2015 379,953 2016 382,373 2017 384,060 2018 0 2019 0 2020 0 2021 0 2022 0 2023 0 2024 0 2025 0 2026 0 2027 0 2028 0 Total $4,199,164

Future Financing

The Township does not contemplate issuing additional debt in the near future.

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LABOR RELATIONS Township Employees The Township currently employs a total of 70 full time employees, comprised of 12 professional/administrative personnel, 22 police officers, 18 public works department employees, 10 firefighters and 8 secretarial/clerical personnel. The police officers are represented for purposes of collective bargaining by the Teamsters. The most recent collective bargaining agreement expires on December 31, 2010. The public works employees are represented for purposes of collective bargaining by the Laborers Union. The most recent collective bargaining agreement expires on April 30, 2012. The firefighters are represented for purposes of collective bargaining by the Peters Township Firefighters Union. The most recent collective bargaining agreement expires on December 31, 2009. Township Pension Plans Public Works Employee Plan: The Township provides pension benefits for all of its full-time road department employees through a defined contribution plan, by participating in the Laborers’ District Council of Western Pennsylvania Pension Fund for Local Union #1058 who administers the Plan. The total contribution required and made by the Township for the year ended December 31, 2009 was $55,147. Police Pension Plan: The plan is a single employer defined benefit plan that covers all full-time police employees. The plan provides retirement, death, and disability benefits to plan members and their beneficiaries. Benefits and contribution provisions are established by Pennsylvania law. All benefits are vested after twelve years of credit service. Employees who retire at or after age 50 with 25 years of credited service are entitled to an annual retirement benefit, payable monthly for life, in an amount equal to 50% of their final average salary. Final average salary is the employee’s average salary, including overtime, over the last 3 years of credited service. This benefit is increased 2% of final average salary for each year of service past attainment of age 50 with 25 years of service. The plan is funded by the Township through Act 205 Pension Funds from the Commonwealth. If deemed necessary, the Township must contribute any additional funding to the Plan. Prior to the Township contributing to the plan, the employees are required to contribute 5% of their earnings. Membership of the plan consisted of the following at January 1, 2007, the date of the last actuarial valuation:

Police Nonvested Active Members 8 Fully Vested Active Members 14 Retirees and Beneficiaries Currently Receiving Benefits 7 Deferred Vested 1 Total 30

Non-Uniformed Pension Plan: The Township sponsors and contributes to the Peters Township Municipal Employees Pension Plan which is a defined contribution plan. All full-time administrative employees and firefighters are covered by the plan. All full-time administrative employees not represented by a bargaining unit are covered by this Plan. The Plan’s total membership as of December 31, 2008 is 32. Administrative costs of the Plan are funded by the general fund.

The Township is required to contribute for each employee who has 1,000 or more hours of service in the service period, 8.00% of the employee’s annual pay. Employees do not contribute to the Plan. Plan participants are 100% vested with five or more years of vesting service.

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LITIGATION There is no litigation pending or threatened with respect to the Bonds, the Ordinance, or the right of the Township to issue the Bonds.

DEFAULTS AND REMEDIES In the event of failure of the Township to pay or cause to be paid the interest on or principal of the Bonds, the holders of the Bonds shall be entitled to certain remedies provided by the Act. Among the remedies, if the failure to pay shall continue for 30 days, holders of the Bonds shall have the right to recover the amount due by bringing actions in assumpsit in the Court of Common Pleas of Washington County. The Act provides any judgment shall have an appropriate priority upon the funds next coming into the treasury of the Township. The Act also provides that upon a default of at least 30 days, holders of at least 25 percent in principal amount of the Bonds then outstanding may appoint a trustee to represent them. The Act provides certain other remedies in the event of default, and further qualifies the remedies hereinbefore described.

TAX EXEMPTION In the opinion of Bond Counsel, assuming compliance with certain covenants of the Township, interest on the Bonds is excluded from gross income of the owners of the Bonds for federal income tax purposes under existing law, as currently enacted and construed. Interest on the Bonds will not be an item of tax preference under the Internal Revenue Code of 1986, as amended (the “Code”), for purposes of determining the alternative minimum tax imposed on individuals and corporations. Interest on a Bond held by a corporation (other than an S corporation, regulated investment company, real estate investment trust or real estate mortgage investment conduit) may be indirectly subject to alternative minimum tax because of its inclusion in the earnings and profits of the corporate holder. Interest on a Bond held by a foreign corporation may be subject to the branch profits tax imposed by the Code. Ownership of the Bonds may give rise to collateral federal income tax consequences to certain taxpayers, including, without limitation, financial institutions, property and casualty insurance companies, S corporations with Subchapter C earnings and profits, individual recipients of Social Security or Railroad Retirement benefits and taxpayers who may be deemed to have incurred or continued indebtedness to purchase or carry the Bonds. Bond Counsel expresses no opinion as to any such collateral federal income tax consequences. Purchasers of the Bonds should consult their own tax advisors as to collateral federal income tax consequences.

The initial public offering price of Bonds of certain maturities (the “Premium Bonds”) is greater than the amount payable on such Bonds at maturity. Bond counsel expresses no opinion herein with respect to the treatment of such excess of offering price over amounts payable at maturity. Investors should seek advice thereon from their own tax advisor.

The initial public offering price of Bonds of certain maturities is less than the amount payable at maturity. The difference between the initial public offering price and the amount payable at maturity constitutes original issue discount. Bond Counsel is of the opinion that the appropriate portion of such original issue discount allocable to the original and each subsequent holder will, upon sale, exchange, redemption, or payment at maturity, be treated as interest and excluded from gross income for federal income tax purposes to the same extent as the stated interest on the Bonds. The Code sets forth certain requirements which must be met subsequent to the issuance and delivery of the Bonds for interest thereon to remain excludable from the gross income of the owners of the Bonds for federal income tax purposes. The Township has covenanted in the Ordinance to comply with such requirements. Noncompliance with such requirements may cause the interest on the Bonds to be includible in the gross income of the owners of the Bonds for federal income tax purposes, retroactive to the date of issue of the Bonds. The opinion of Bond Counsel assumes compliance with such covenants and Bond Counsel has not undertaken to determine (or to inform any person) whether any actions taken (or not taken) or events occurring (or not occurring) after the date of issuance of the Bonds may affect the tax status of interest on the Bonds. The Township has designated the Bonds as “qualified tax-exempt obligations” within the meaning of paragraph (b) (3)(B) of Section 265 of the Code and has made certain representations and covenants in the Ordinance with the registered owners of the Bonds necessary to cause the Bonds to continue to be obligations described in such paragraph during the period in which the Bonds are outstanding. In the opinion of Bond Counsel, assuming the accuracy of such representations and compliance with such covenants, banks, thrift institutions and other financial institutions which purchase the Bonds, may take into account as a deductible expense in calculating their federal income tax liabilities, 80 percent of their interest expense allocable to ownership of the Bonds. Bond Counsel is of the opinion that, under the laws of the Commonwealth, as currently enacted and construed, the Bonds are exempt from personal property taxes in Pennsylvania and the interest on the Bonds is exempt from Pennsylvania personal income tax.

Pursuant to the provisions of Act 68 of 1993 of the Commonwealth of Pennsylvania (“Act 68”), gain from the sale of obligations of the Commonwealth of Pennsylvania or any agency or governmental unit or political subdivision thereof or authority created thereby issued after February 1, 1994, shall be subject to Pennsylvania personal income tax. Bond Counsel expresses no opinion as to the treatment of original issue discount in the computation of gain from the sale of the 2005 Bonds pursuant to Act 68.

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CONTINUING DISCLOSURE UNDERTAKING

In accordance with the requirements of Rule 15c2-12 (the “Rule”) promulgated by the Securities and Exchange Commission, the Township will agree:

(i) to file annually, with the Municipal Securities Rulemaking Board’s (the “MSRB”) Electronic Municipal Market Access (“EMMA”) System as of the date of this Preliminary Official Statement), not later than 180 days following the end of each calendar year of the Township, beginning with the calendar year ending December 31, 2009, the following financial information and operating data with respect to the Township:

! the unaudited financial statements for the most recent calendar year (and when available, the audited financial statements

prepared in accordance with generally accepted accounting principles for local government units and audited in accordance with generally accepted auditing standards)

! a copy of the budget for the new calendar year

! the assessed value and aggregate market value of all taxable real estate for the new calendar year

! the taxes and millage rates imposed for the new calendar year

! the real property tax collection results for the most recent calendar year, including (1) the real estate levy imposed (expressed both as a millage rate and an aggregate dollar amount), (2) the dollar amount of real estate taxes collected that represented current collections (expressed both as a percentage of such calendar year’s levy and as an aggregate dollar amount), (3) the amount of real estate taxes collected that represented taxes levied in prior years (expressed as an aggregate dollar amount), and (4) the total amount of real estate taxes collected (expressed both as a percentage of the current year’s levy and as an aggregate dollar amount)

! a list of the ten (10) largest real estate taxpayers and, for each, the total assessed value of real estate for the new calendar year

(ii) in a timely manner, to file with EMMA notice of the occurrence of any of the following events with respect to the Bonds, if material: (1) principal and interest payment delinquencies; (2) non-payment related defaults; (3) unscheduled draws on debt service reserves reflecting financial difficulties; (4) unscheduled draws on credit enhancements reflecting financial difficulties; (5) substitution of credit or liquidity providers, or their failure to perform; (6) adverse tax opinions or events affecting the tax-exempt status of the Bonds; (7) modifications to rights of holders of the Bonds; (8) bond calls; (9) defeasances; (10) release, substitution, or sale of property securing repayment of the Bonds; (11) rating changes; and (12) failure to provide annual financial information as required.

(iii) in a timely manner to provide to EMMA with notice of a failure to provide required annual financial information, on or

before the date specified above.

The Township may from time to time choose to provide notice of the occurrence of certain other events, in addition to those listed above, but the Township does not commit to provide any such notice of the occurrence of any events except those specifically listed above.

As of July 1, 2009, municipal securities issuers are required to electronically file annual financial information and operating data and notices of material events solely with the MSRB. These filings shall be made with the MSRB’s EMMA system.

The Township reserves the right to terminate its obligation to provide annual financial information and notices of material events, as set forth above, if and when the Township no longer remains an “obligated person” with respect to the Bonds within the meaning of the Rule. The Township acknowledges that its undertaking pursuant to the Rule described under this heading is intended to be for the benefit of the holders or beneficial owners of the Bonds and shall be enforceable by the holders or beneficial owners of such Bonds; provided that the Bondholders’ right to enforce the provisions of this undertaking shall be limited to a right to obtain specific enforcement of the Township’s obligations hereunder and any failure by the Township to comply with the provisions of this undertaking shall not be an event of default with respect to the Bonds. The Township was not subject to the undertakings under the Rule in the past to provide timely ongoing disclosure of annual financial information and notice of material events affecting its securities, however, as of the date and issue size of this Bond issue, going forward the Township will be subject to the filing requirements as listed above. The Township has never failed to comply with any prior “limited” undertakings to provide ongoing disclosure.

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RATING

Standard & Poor’s Ratings Group has also assigned the Township an underlying rating of “AA+” to the Bonds. Such rating reflects only the view of such organization and any desired explanation of the significance of such rating should be obtained from the rating agency furnishing the same, at the following address: 55 Water Street, 38th Floor, New York, New York 10041. Generally, a rating agency bases its rating on the information and materials furnished to it and on investigations, studies and assumptions of its own. There is no assurance that any such rating will continue for any given period of time or that it will not be revised downward or withdrawn entirely by the rating agency, if circumstances so warrant. Any such downward revision or withdrawal of such rating may have an adverse effect on the market price of the Bonds.

UNDERWRITING The Bonds are being purchased for reoffering by (the "Underwriter"). The Underwriter has agreed to purchase the Bonds from the Township, subject to the terms of the bond purchase agreement between the Township and the Underwriter (the "Bond Purchase Agreement"), at a purchase price of $ (which is equal to the par amount of $ less the Underwriter's discount of $ and the net original issue discount of $ , plus accrued interest).

LEGAL OPINION

The Bonds are offered subject to the receipt of the approving legal opinion of Pepper Hamilton LLP, Bond Counsel. Certain other

legal matters will be passed upon for the Township by William A. Johnson, Township Solicitor, of Washington, Pennsylvania.

FINANCIAL ADVISOR

The Township has retained Public Financial Management, Inc., Harrisburg, Pennsylvania, as financial advisor (the "Financial Advisor") in connection with the preparation, authorization and issuance of the Bonds. The Financial Advisor is not obligated to undertake, and has not undertaken to make, an independent verification or to assume responsibility for the accuracy, completeness, or fairness of the information contained in the Preliminary Official Statement. The Financial Advisor is an independent advisory firm and is not engaged in the business of underwriting, trading or distributing municipal securities or other public securities. The Financial Advisor's contract with the Township prohibits it from participating in the underwriting of any of the Township's debt.

MISCELLANEOUS

This Preliminary Official Statement has been prepared under the direction of the Township by Public Financial Management, Inc., Harrisburg, Pennsylvania, in its capacity as Financial Advisor to the Township. The information set forth in this Preliminary Official Statement has been obtained from the Township and from other sources believed to be reliable. Insofar as any statement herein includes matters of opinion or estimates about future conditions, it is not intended as representation of fact, and there is no guarantee that it is, or will be, realized. Summaries or descriptions of provisions of the Bonds, the Ordinance, and all references to other materials not purporting to be quoted in full are only brief outlines of some of the provisions thereof. Reference is hereby made to the complete documents, copies of which will be furnished by the Township or the Financial Advisor upon request. The information assembled in this Preliminary Official Statement is not to be construed as a contract with holders of the Bonds.

The Township has authorized the distribution of this Preliminary Official Statement. PETERS TOWNSHIP Washington County, Pennsylvania By: /s/ Chairman, Township Council

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APPENDIX A Demographic and Economic Information

Relating to the Peters Township

Introduction The Township is located in northern Washington County, and encompasses a total land area of 19.6 square miles. The Township’s northern border is Allegheny County. The City of Washington, the county seat of Washington County, is located about 12 miles to the south. The Township is primarily residential and agricultural in character, with a commercial/retail concentration located along U.S. Route 19, a principal north/south artery between Pittsburgh and the City of Washington. Population Table A-1 which follows shows recent population trends for the Township, Washington County and the Commonwealth of Pennsylvania. The Township's population increased between 1990 and 2000 from 14,467 to 17,566 residents. Table A-2 shows 1990 age composition and average number of persons per household in Washington County and for the Commonwealth. Average household size was higher for Washington County than for the Commonwealth.

TABLE A-1

RECENT POPULATION TRENDS

Compound Average Annual Percentage Change 2008 Population

Area 1990 2000 1990-2000 Estimate Peters Township ....................................... 14,467 17,566 21.40 21,430 Washington County .................................. 204,584 202,897 (0.83) 206,407 Pennsylvania ............................................. 11,881,643 12,281,054 3.36 12,448,279 Source: U.S. Bureau of the Census, Decennial Census and Pennsylvania State Data Center, 1990, 2000 & 2007 (est.) General Population and Housing Characteristics: Pennsylvania.

TABLE A-2

AGE COMPOSITION

0-17 18-64 Persons Per Years Years Household

Washington County .................................... 22.2 17.9 2.40 Pennsylvania ............................................... 23.5 61.1 2.57 Source: Pennsylvania State Data Center, 2000 General Population and Housing Characteristics: Pennsylvania. Employment Overall employment data is not compiled for the Township but is compiled for the PMSA (an area which includes the School District). Major employers located within or near the Township include. Approximate Number of Company Business/Product Employees Peters Township School District Education 499 K-Mart Retail Store 205 Sears Roebuck & Co. Service Center 160 Heartland Employment Service Nursing Home 129 American Health Foundation Nursing Home 125 Giant Eagle Markets Inc. Grocery Store 100 Source: School District officials.

Table A-3 shows the preliminary distribution of employment for the Pittsburgh Metropolitan Statistical Area (“PMSA”) for September 2009.

TABLE A-3 DISTRIBUTION OF EMPLOYMENT

Pittsburgh Metropolitan Statistical Area* (Allegheny, Armstrong, Beaver, Butler, Fayette, Washington, and Westmoreland Counties)

Industry Employment Net Change From: ESTABLISHMENT DATA Sept. 09 Aug. 09 Jul. 09 Sept. 08 Aug. 09 Sept. 08 Total Nonfarm ....................................................................... 1,122,700 1,116,400 1,120,600 1,156,800 6,300 -34,100 Total Private ......................................................................... 998,200 1,000,800 1,003,900 1,030,400 -2,600 -32,200 Goods Producing .................................................................. 148,500 150,600 151,700 165,200 -2,100 -16,700 Mining & Lodging ................................................................ 5,400 5,500 5,500 5,400 -100 0 Construction ............................................................................ 55,100 56,700 57,500 61,100 -1,600 -6,000 Specialty Trade Contractors ................................................... 31,100 32,500 33,100 36,300 -1,400 -5,200 Manufacturing ..................................................................... 88,000 88,400 88,700 98,700 -400 -10,700 Durable Goods ..................................................................... 63,700 64,300 64,600 72,900 -600 -9,200 Primary metal mfg. ................................................................. 12,100 12,100 12,200 13,600 0 -1,500 Iron and Steel mills & ferroalloy mfg. ................................... 6,800 6,900 6,900 7,400 -100 -600 Non Durable Goods ............................................................. 24,300 24,100 24,100 25,800 200 -1,500 SERVICE-PROVIDING ..................................................... 974,200 965,800 968,900 991,600 8,400 -17,400 PRIVATE SERVICE-PROVIDING .................................. 849,700 850,200 852,200 865,200 -500 -15,500 Trade, Transportation and Utilities ................................... 215,200 214,400 214,600 221,400 800 -6,200 Wholesale trade ...................................................................... 49,000 49,100 49,100 49,300 -100 -300 Retail trade ............................................................................. 124,300 126,300 126,300 128,000 -2,000 -3,700 Building material and supplies dealers ................................... 7,900 8,100 8,300 8,300 -200 -400 Food and beverage stores ....................................................... 26,100 26,500 26,700 26,500 -400 -400 clothing and clothing accessories stores ................................. 10,500 11,100 11,100 12,100 -600 -1,600 General merchandise stores .................................................... 23,100 23,800 23,600 23,800 -700 -700 Department Stores ................................................................... 11,700 12,000 11,900 12,400 -300 -700 Transportation, Warehousing and Utilities ........................... 41,900 39,000 39,200 44,100 2,900 -2,200 Utilities .................................................................................... 5,700 5,800 5,800 5,800 -100 -100 Transportation and Warehousing ........................................... 36,200 33,200 33,400 38,300 3,000 -2,100 Trucking, couriers & messengers, and warehousing ............................................. 20,600 20,800 20,800 21,800 -200 -1,200 Information ........................................................................... 19,500 19,700 19,800 20,400 -200 -900 Financial Activities .............................................................. 65,700 66,200 66,500 67,400 -500 -1,700 Finance and Insurance ......................................................... 52,900 53,300 53,400 53,800 -400 -900 Credit intermediation and related activities ....................... 26,600 26,800 26,800 27,200 -200 -600 Depository credit intermediation ..................................... 23,100 23,300 23,300 23,300 -200 -200 Insurance carriers and related activities ................................. 19,700 19,800 19,800 19,700 -100 0 Professional and Business Services .................................... 156,600 157,900 158,300 161,600 -1,300 -5,000 Professional and technical services .................................... 69,100 69,700 70,000 70,200 -600 -1,100 Architectural and engineering services .................................. 17,200 17,300 17,500 17,500 -100 -300 Scientific research and development services ........................ 6,200 6,200 6,200 6,300 0 -100 Management of companies and enterprises ............................ 32,800 32,900 33,200 32,900 -100 -100 Administrative and waste services ......................................... 54,700 55,300 55,100 58,500 -600 -3,800 Administrative and support services ...................................... 51,600 52,200 52,000 55,500 -600 -3,900 Employment service ............................................................... 16,200 16,300 16,000 19,500 -100 -3,300 EDUCATION AND HEALTH SERVICES ...................... 233,700 228,100 229,600 231,100 5,600 2,600 Educational services ............................................................... 50,600 44,400 45,600 51,300 6,200 -700 Colleges and universities ........................................................ 36,500 31,200 32,300 37,500 5,300 -1,000 Health care and social assistance ............................................ 183,100 183,700 184,000 179,800 -600 3,300 Ambulatory health care services ............................................. 60,700 60,500 60,400 59,200 200 1,500 Offices of Physicians .............................................................. 25,000 24,900 24,900 24,100 100 900 Hospitals ................................................................................. 57,800 58,000 58,200 57,900 -200 -100 General Medical and surgical hospitals .................................. 52,800 53,000 53,100 52,900 -200 -100 Nursing and residential care facilities .................................... 35,700 35,900 35,800 34,800 -200 900 Social Assistance .................................................................... 28,900 29,300 29,600 27,900 -400 1,000 LEISURE AND HOSPITALITY ........................................ 107,800 111,600 110,100 110,900 -3,800 -3,100 Accommodation and food services ......................................... 89,000 90,600 90,400 91,000 -1,600 -2,000 Food services and drinking places .......................................... 80,200 81,300 81,100 82,600 -1,100 -2,400 Full-service restaurants ........................................................... 39,700 40,600 40,500 41,500 -900 -1,800 Limited-service eating places ................................................. 28,900 29,700 29,700 29,300 -800 -400 OTHER SERVICES ............................................................. 51,200 52,300 53,300 52,400 -1,100 -1,200 GOVERNMENT ................................................................... 124,500 115,600 116,700 126,400 8,900 -1,900 Federal Government ............................................................... 18,200 18,300 18,600 18,600 -100 -400 State Government ................................................................... 15,700 13,800 14,000 16,300 1,900 -600 Local Government .................................................................. 90,600 83,500 84,100 91,500 7,100 -900 Local government educational services .................................. 53,800 45,400 45,700 54,700 8,400 -900 Local government excluding educational services ................. 36,800 38,100 38,400 36,800 -1,300 0 Data benchmarked to March 2008 ***Data changes of 100 may be due to rounding***

Source: Pennsylvania State Employment Service.

Table A-4 shows recent trends in labor force, employment and unemployment for Washington County and the Commonwealth. The unemployment rate for Washington County has been lower than for the Commonwealth during this period.

TABLE A-4

RECENT TRENDS IN LABOR FORCE, EMPLOYMENT AND UNEMPLOYMENT*

(Washington County)

Compound Average Annual Percentage Washington County 2004 2005 2006 2007 2008 2009(1) Rate Civilian Labor Force (000) 101.4 102.2 103.0 103.3 104.9 104.2 0.55% Employment (000) ............. 95.5 96.6 98.0 98.6 99.3 96.0 0.10% Unemployment (000) ......... 5.8 5.6 5.0 4.7 5.6 8.2 7.17% Unemployment Rate .......... 5.8 5.5 4.9 4.5 5.3 7.9 Pennsylvania Civilian Labor Force (000) 6,197.0 6,248.0 6,281.0 6,297.0 6,395.0 6,351.0 0.49% Employment (000) ............. 5,860.0 5,937.0 5,996.0 6,023.0 6,051.0 5,823.0 -0.13% Unemployment (000) ......... 337.0 311.0 285.0 274.0 344.0 528.0 9.40% Unemployment Rate .......... 5.4 5.0 4.5 4.4 5.4 8.3 *Residence Data. (1)As of September 2009. Source: Pennsylvania State Employment Service. Income The data on Table A-5 shows trends in per capita income for the Township, Washington County and Pennsylvania over the 1990-2000 period. Per capita income in the Township is somewhat higher than average per capita income for the Commonwealth and the County.

TABLE A-5

RECENT TRENDS IN PER CAPITA INCOME*

Compound Average Percentage Change

1990 2000 1990-2000 Peters Township ....................................................... $24,417 $36,159 4.00% Washington County .................................................. 12,744 19,935 4.58% Pennsylvania ............................................................. 14,068 20,880 4.03% *Income is defined by the Bureau of the Census as the sum of wage and salary income, non-farm self-employment income, net self-employment income, Social Security and Railroad retirement income, public assistance income, interest, dividends, pensions, etc. before deductions for personal income taxes, Social Security, etc. Township income is the population-weighted average for political subdivisions.

Source: 2000 Census, Pennsylvania State Data Center, 1990 General Income Characteristics: Pennsylvania and the Census 2000.

Commercial Activity Table A-6 shows retail sales over a recent five-year period for the County, the PMSA and the Commonwealth.

TABLE A-6

TOTAL RETAIL SALES (000)

2003 2004 2005 2006 2007 Washington County .................................. $ 1,821.8 $ 2,026.8 $ 2,175.1 $ 3,046.0 $ 2,971.1PMSA ....................................................... 28,880.1 30,269.8 32,107.1 35,500.0 35,628.7Pennsylvania ............................................. 149,811.4 155,423.4 166,183.0 185,507.8 195,558.0 Source: Sales and Marketing Management Magazine. Educational Institutions Public education is provided by the Peters Township School District. The School District is a separate political entity. In adjacent communities and in the Township there are parochial schools that provide elementary education. There are various colleges and universities in the region that offer undergraduate and graduate programs, including California State University in Washington County, and the following institutions in the greater Pittsburgh area: Carnegie-Mellon University, the University of Pittsburgh, Carlow College, Duquesne University and Allegheny County Community College. Health Care

The City of Pittsburgh, located approximately 15 miles to the north of the Township, features several nationally recognized healthcare organizations, with the largest being UPMC Health System, and the West Penn Allegheny Health System. Washington Hospital, St. Clair Memorial Hospital, Canonsburg General Hospital and Monongahela Valley Hospital also provide health care to the region.

Utilities, Fire and Police Protection

Electric power is furnished to the Township by Allegheny Power System. Columbia Gas Company, Equitable Gas and Dominion Company provide natural gas service. Water is furnished by Pennsylvania American Water Company and sewage is process by the Peters Township Sanitary Authority and the Peters Creek Sanitary Authority. The Township has a full time police force and one fire company with both paid and volunteer members.

Transportation

The Greater Pittsburgh International Airport is located approximately 30 minutes from the Township. The Washington County airport also services Peters Township and the surrounding area. There is one privately owned bus company servicing regular transportation to various locations throughout the area. Numerous residents utilize the City of Pittsburgh’s light rail transportation system to commute to and from work each day.

APPENDIX B Opinion of Bond Counsel

#11708457 v1

January 5, 2010 Peters Township 610 East McMurray Road McMurray, PA 15317

Re: $6,500,000* Peters Township (Washington County, Pennsylvania)

General Obligation Bonds, Series of 2010

You have requested our opinion as to the legality of the above general obligation bonds (the “Bonds”). The Bonds are issued by Peters Township, Washington County, Pennsylvania (the “Township”), under the provisions of the Pennsylvania Local Government Unit Debt Act, 53 Pa. Cons. Stat. §8001 et. seq., as amended (the “Act”), and pursuant to a Ordinance duly adopted by the Members of Township Council on November 23, 2009 (the “Ordinance”). The Bonds are being issued for the purpose of providing funds to (1) finance various capital projects throughout the Township, including, but not limited to roads, storm sewers, public works facilities, recreational facilities, and land acquisition, and (2) to pay the cost of issuing and insuring the Bonds, or any or all of the same (collectively, the “Project”).

The Township has covenanted in the Ordinance (i) to include the amount of debt service for the Bonds for each fiscal year in which such sums are due and payable in its budget for that year, (ii) to appropriate such amounts from its general revenues for the payment of such debt service, and (iii) to duly and punctually pay, or cause to be paid, from its sinking fund or any other of its revenues or funds, the principal or redemption price of, and interest on, the Bonds at the dates and places and in the manner stated in the Bonds, according to the true intent and meaning thereof; for such budgeting, appropriation and payment the Township in the Ordinance has pledged its full faith, credit and taxing power.

The Township in the Ordinance has designated the Bonds as qualified tax-exempt obligations pursuant to Section 265(b)(3)(B) of the Internal Revenue Code of 1986, as amended (the “Code”) and has made certain representations and covenants in the Ordinance necessary to cause the Bonds to continue to be obligations described in such Section of the Code during the period in which the Bonds are outstanding.

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As Bond Counsel for the Township, we have examined the relevant provisions of the Constitution of the Commonwealth of Pennsylvania; the Acts of Assembly pursuant to which the Bonds are authorized, issued and sold; the transcript of proceedings filed with the Pennsylvania Department of Community and Economic Development (the “Department”); and certain statements, affidavits and other documents which we have considered pertinent.

In rendering this opinion we have examined and relied upon (a) the opinion of counsel to the Township with respect, inter alia, to the due adoption by the Township of the Ordinance in accordance with applicable laws and (b) the accuracy of the statements and representations and the performance by the Township of its covenants set forth in the Ordinance and the Township’s Non-Arbitrage Certificate delivered on this date in connection with the issuance of the Bonds.

Based on the foregoing, we are of the opinion that:

1. The Township is authorized under the provisions of the Constitution and laws of the Commonwealth of Pennsylvania to issue the Bonds for the purposes above set forth, and the Township has authorized the issuance thereof.

2. As indicated in the Township’s debt statement filed with the Department in connection with the issuance of the Bonds, outstanding debt of the Township, including debt represented by the Bonds, is within the debt limitations of the Act.

3. The Bonds are the valid and binding general obligations of the Township payable from the revenues of the Township from whatever source derived, which revenues, at the time of the issuance and sale of the Bonds, include ad valorem taxes levied upon all the taxable property within the Township, without limitation as to rate or amount. We call to your attention, however, that if the Township elects to change its taxing structure at a later date pursuant to the provisions of Pennsylvania Act 50 of 1996, the Township’s ad valorem taxing power for debt service on the Bonds may become subject to certain limitations.

4. Under the laws of the Commonwealth of Pennsylvania, as currently enacted and construed, the Bonds are exempt from personal property taxes in Pennsylvania and the interest on the Bonds is exempt from Pennsylvania personal income tax.

5. Interest on the Bonds is excluded from the gross income of the owners of the Bonds for federal income tax purposes under existing law, as currently enacted and construed. Interest on the Bonds is not an item of tax preference for purposes of the federal alternative minimum tax imposed upon individuals and corporations. Interest on a Bond held by a corporation (other than an S corporation, regulated investment company, real estate investment

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trust or real estate mortgage investment conduit) may be indirectly subject to alternative minimum tax because of its inclusion in the earnings and profits of the corporate holder. Interest on a Bond held by a foreign corporation may be subject to the branch profits tax imposed by the Internal Revenue Code of 1986, as amended (the “Code”).

6. Bank, thrift institutions, and other financial institutions which purchase the Bonds may take into account, as deductible expense in calculating their federal income tax liability, 80 percent of their interest expense allocable to ownership of the Bonds.

Ownership of the Bonds may give rise to collateral federal income tax consequences to certain taxpayers, including, without limitation, financial institutions, property and casualty insurance companies, S corporations with Subchapter C earnings and profits, individual recipients of Social Security or Railroad Retirement benefits and taxpayers who may be deemed to have incurred or continued indebtedness to purchase or carry the Bonds. We express no opinion as to such collateral federal income tax consequences.

The initial public offering price of the Bonds of certain maturities (the “Discount Bond”) is less than the amount payable at maturity. An amount not less than the difference between the initial public offering price of the Discount Bonds and the amount payable at maturity constitutes original issue discount. We are of the opinion that the appropriate portion of such original issue discount allocable to the original and each subsequent holder of a Discount Bond will, upon sale, exchange, redemption or payment at maturity of such Discount Bond, be treated as interest and excluded from gross income for federal income tax purposes to the same extent as the stated interest on the Bonds.

In providing this opinion, we advise you that it may be determined in the future that interest on the Bonds, retroactive to the date of issuance thereof or prospectively, will not be excluded from the gross income of the owners of the Bonds for federal income tax purposes if certain requirements of the Code are not met. The Township has covenanted in the Ordinance and its Non-Arbitrage Certificate to comply with such requirements.

PEPPER HAMILTON LLP

APPENDIX C Audited Financial Statement