December 9, 2014 – Resolution – Approving Cannie D’s Mortgage Refinancing with Catskill Hudson Bank

    RESOLUTION

    A regular meeting of County of Sullivan Industrial Development Agency (“Agency”) was convened in public session at the Sullivan County Government Center, 100 North Street, Village of Monticello, Sullivan County, New York on December 9, 2014 at 10:00 a.m. local time.

    The meeting was called to order by Chairman Ira Steingart, and, upon roll being called, the following members of the Agency were:

    PRESENT                   ABSENT

    Ira Steingart                            [    x       ]                       [           ]

    Edward T. Sykes                    [    x       ]                       [           ]

    Suzanne Loughlin                   [           ]                       [    x       ]

    Charles Barbuti, Jr.                 [   x        ]                       [           ]

    Sandy Shaddock                     [           ]                       [     x      ]

    Sean Rieber                             [     x      ]                       [           ]

    Howard Siegel                         [     x      ]                       [           ]

    Carol Roig                               [           ]                       [     x      ]

    The following persons were also present:

    Steve White, Chief Executive Officer

    Jennifer M. Flad, Agency Vice-President of Government Affairs and

    Business Development

    Walter F. Garigliano, Agency General Counsel

    The following resolution was duly offered by Charlie Barbuti, Jr., and seconded by Edward T. Sykes, to wit:

    Resolution No. 36 – 14

    RESOLUTION AUTHORIZING AND APPROVING THE EXECUTION AND DELIVERY OF A MODIFICATION AGREEMENT AND RELATED DOCUMENTS IN FAVOR OF CATSKILL HUDSON BANK RELATING TO THE CANNIE D’S CORNER CORP. (“COMPANY”) PROJECT

    WHEREAS, the Agency was created by Chapter 560 of the Laws of 1970 of the State of New York, as amended, pursuant to Title I of Article 18-A of the General Municipal Law of the State of New York (collectively, the “Act”) as a body corporate and politic and as a public benefit corporation of the State of New York (“State”); and

                WHEREAS, on or about December 1, 2003, the Company and the Agency closed a sale/leaseback transaction consisting of (i) the acquisition, construction, installation and equipping of an approximately 6400 square foot building intended to be used as a convenience store with gasoline island and two (2) ancillary store fronts (“Building”) located at 4 Schumway Road in the Town of Neversink, County of Sullivan (“County”), State of New York situate on one (1) parcel of real estate consisting of approximately 2.8± acres and identified on the Town of Neversink tax map as Section 35, Block 1, Lot 8.4 (“Land”) and related facilities in interest in which the Agency is to acquire; (ii) the acquisition and installation thereon and therein of certain furniture, fixtures, machinery, equipment and tools (“Equipment”); (iii) the acquisition, construction and equipping of improvements to the Building, the Land and the Equipment (collectively, the Building, the Land and the Equipment are referred to as either the “Facility” or the “Project”); and

    WHEREAS, the Company borrowed $750,000.00 from Catskill Hudson Bank f/k/a Community Bank of Sullivan County (“Bank”) to finance the acquisition, construction, installation and equipping of the Facility on the terms and conditions of that certain Commitment Letter, dated May 16, 2003 (“2003 Mortgage”); and

    WHEREAS, on or about July 1, 2004, the Company and the Agency joined in execution of a Modification and Extension Agreement in favor of the Bank and any and all related agreements, certificates, documents and instruments in an amount not to exceed $475,000.00; and

    WHEREAS, on or about July 1, 2004, the Company and the Agency joined in execution of a Mortgage in favor of Catskill Watershed Corporation and any and all related agreements, certificates, documents and instrument in an amount not to exceed $425,000.00; and

    WHEREAS, the Company is now indebted to the Bank in the principal sum of $307,949.84; and

    WHEREAS, the Company and the Bank desire to modify the terms of the Note and Mortgage so as to modify the manner of payment of the principal balance and unpaid interest; and

    WHEREAS, the Company has requested that the Agency join in a Modification Agreement together with any and all related documents; and

    WHEREAS, the Agency wishes to authorize its Chairman or Chief Executive Officer to join in a Modification Agreement and any and all related documents in favor of the Bank modifying the Note and Mortgage.

    NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS OF THE AGENCY AS FOLLOWS:

    Section 1.        The Chairman or Chief Executive Officer of the Agency, each acting individually are each hereby authorized, on behalf of the Agency, to execute and deliver the Modification Agreement and related documents in the form approved by Counsel to the Agency all with such changes, variations, omissions and insertions as the Chairman or Chief Executive Officer of the Agency shall approve, the execution thereof by the Chairman or Chief Executive Officer of the Agency to constitute conclusive evidence of such approval; provided, however, that as a condition of execution, the Company shall pay all fees and expenses of the Agency associated herewith.

    Section 2.        The officers, employees and agents of the Agency are hereby authorized and directed  in the name and on behalf of the Agency to do all acts and things required and to execute and deliver all such certificates, instruments and documents, to pay all such fees, charges and expenses and to do all such further acts and things as may be necessary or, in the opinion of the officer, employee or agent acting, desirable and proper to effect the purposes of this resolution and to cause compliance by the Agency with all of the terms, covenants and provisions of the documents executed for and on behalf of the Agency.

    Section 3.        These resolutions shall take effect immediately.

    The question of adoption of the foregoing resolutions were duly put to a vote on roll call, which resulted as follows:

    Ira Steingart                            [ x   ] Yes         [    ] No        [    ] Absent        [    ] Abstain

    Edward T. Sykes                    [ x   ] Yes         [    ] No        [    ] Absent        [    ] Abstain

    Suzanne Loughlin                   [    ] Yes         [    ] No        [ x   ] Absent        [    ] Abstain

    Charles Barbuti, Jr.                 [  x  ] Yes         [    ] No        [    ] Absent        [    ] Abstain

    Sandy Shaddock                     [    ] Yes         [    ] No        [ x   ] Absent        [    ] Abstain

    Sean Rieber                             [  x  ] Yes         [    ] No        [    ] Absent        [    ] Abstain

    Howard Siegel                        [  x  ] Yes         [    ] No        [    ] Absent        [    ] Abstain

    Carol Roig                               [    ] Yes         [    ] No        [  x  ] Absent        [    ] Abstain

    The resolutions were thereupon duly adopted.

    STATE OF NEW YORK       :

    :ss.:

    COUNTY OF SULLIVAN   :

    I, the undersigned (Assistant) Secretary of the County of Sullivan Industrial Development Agency DO HEREBY CERTIFY THAT:

    1. I have compared the foregoing copy of a resolution of the County of Sullivan Industrial Development Agency (“Agency”) with the original thereof on file in the office of the Agency, and that the same is a true and correct copy of such resolution and of the proceedings of the Agency in connection with such matter.
    2. Such resolution was passed at a meeting of the Agency duly convened in public session on the 9th day of December, 2014 at 10:00 a.m. at the Sullivan County Government Center, 100 North Street, Village of Monticello, Sullivan County, New York, at which the following members were present:

    PRESENT                   ABSENT

    Ira Steingart                            [    x       ]                       [           ]

    Edward T. Sykes                    [     x      ]                       [           ]

    Suzanne Loughlin                   [           ]                       [    x       ]

    Charles Barbuti, Jr.                 [   x        ]                       [           ]

    Sandy Shaddock                     [           ]                       [      x     ]

    Sean Rieber                             [     x      ]                       [           ]

    Howard Siegel                         [    x       ]                       [           ]

    Carol Roig                               [           ]                       [   x        ]

    1. The question of the adoption of the foregoing resolution was duly put to a vote on roll call which resulted as follows:

    Ira Steingart                            [ x   ] Yes         [    ] No        [    ] Absent        [    ] Abstain

    Edward T. Sykes                    [x    ] Yes         [    ] No        [    ] Absent        [    ] Abstain

    Suzanne Loughlin                   [    ] Yes         [    ] No        [ x   ] Absent        [    ] Abstain

    Charles Barbuti, Jr.                 [ x   ] Yes         [    ] No        [    ] Absent        [    ] Abstain

    Sandy Shaddock                     [    ] Yes         [    ] No        [  x  ] Absent        [    ] Abstain

    Sean Rieber                             [ x   ] Yes         [    ] No        [    ] Absent        [    ] Abstain

    Howard Siegel                        [ x   ] Yes         [    ] No        [    ] Absent        [    ] Abstain

    Carol Roig                               [    ] Yes         [    ] No        [   x ] Absent        [    ] Abstain

    and therefore, the resolution was declared duly adopted.
    I FURTHER CERTIFY that (i) all members of the Agency had due notice of said meeting, (ii) pursuant to Sections 103a and 104 of the Public Officers Law (Open Meetings Law), said meeting was open to the general public and public notice of the time and place of said meeting was duly given in accordance with such Sections 103a and 104, (iii) the meeting in all respects was duly held, and (iv) there was a quorum present throughout.

    IN WITNESS WHEREOF, I have hereunto set my hand and seal on the 9th day of December, 2014.                                                                                                                                                                                                                                                                    Secretary

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