Resolution 30-11

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 13, 2011 at 10:00 a.m. local time.

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

PRESENT ABSENT

Elwin Wood [ √ ] [ ]

Harold Gold [ √ ] [ ]

Raymond Walter [ √ ] [ ]

Edward T. Sykes [ ] [ √ ]

Charles Barbuti, Jr. [ √ ] [ ]

Harris Alport [ √ ] [ ]

Suzanne Loughlin [ √ ] [ ]

Cindy L. Garlinghouse [ √ ] [ ]

Steve White [ ] [ √ ]

The following persons were also present:

Allan C. Scott, Chief Executive Officer

Jennifer C.S. Brylinski, Agency Executive Director

Elizabeth A. Hunt, Agency Executive Assistant

Walter F. Garigliano, Agency General Counsel

The following resolution was duly offered by Charles Barbuti, Jr., and seconded by Harris Alport, to wit:

Resolution No. 30 – 11

RESOLUTION AUTHORIZING AND APPROVING (i) THE AGENCY’S CONSENT TO A CHANGE IN CONTROL OF THE BETHEL PERFORMING ARTS CENTER, LLC (“BETHEL WOODS”) IN ACCORDANCE WITH THE PROVISIONS OF (a) SECTION 6.3(b) OF THAT CERTAIN LEASEBACK TO COMPANY, DATED FEBRUARY 1, 2011 FROM THE AGENCY TO BETHEL WOODS; AND (b) SECTION 18(b) OF THAT CERTAIN PAYMENT IN LIEU OF TAXATION AGREEMENT, DATED FEBRUARY 1, 2011 BY AND BETWEEN THE AGENCY AND BETHEL WOODS; (ii) AUTHORIZING THE EXECUTION OF A COUNTERPART OF THE REQUEST LETTER, DATED NOVEMBER 18, 2011; AND (iii) AUTHORIZING AND APPROVING THE EXECUTION AND DELIVERY OF ALL DOCUMENTS, AGREEMENTS, INSTRUMENTS AND CERTIFICATES NECESSARY TO ACCOMPLISH THE FOREGOING.

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; and

WHEREAS, on or about February 1, 2006, Bethel Woods entered into a sale/leaseback transaction with the Agency pursuant to which the Agency undertook a project consisting of the (i) construction, installation and equipping of a performing arts center to consist of the following: (a) an outdoor pavilion of approximately 4,800 seats under cover with additional lawn seating capacity for 12,000 or more people; (b) a museum and interpretive center including a museum of music, culture and history, the exhibits and specifics of which are being planned, together with a ticket sales office, a retail shop, a food area and an events lobby; (c) an outdoor amphitheater; (d) concession buildings; (e) restrooms; (f) walking paths; (g) utilities and roadways; (h) water, sewer and storm water systems; (i) garden and other landscaping; (j) ponds and streams; (k) picnic pods; (i) farmers market sheds; (m) an outdoor stage on the original Woodstock field with capacity for as many as 30,000 attendees; and (n) on-site and off-site parking areas (collectively, the “PAC”) situate on fifteen (15) parcels of real estate consisting of approximately 649.17″ acres to be located along New York State Route 17B in the Town of Bethel (“Town”), County of Sullivan (“County”), State of New York and identified on the Town tax map as Section 21, Block 1, Lots 1.1, 1.30, 1.4, 1.25, 1.3, 4.1, 5.1, 8, 10, Section 22, Block 1, Lots 3, 4 and 64, Section 25, Block 1, Lot 20.1 and Section 26, Block 1, Lots 3.1 and 5 (“Land”) and related facilities to be leased to the Agency; (ii) acquisition and installation thereon and therein of certain furniture, fixtures, machinery, equipment and tools (“Equipment”); (iii) construction of improvements to the PAC, the Land and the Equipment (collectively, the PAC, the Land and the Equipment are referred to as the “Facility” or the “Project”); and (iv) lease of the Facility back from the Agency to Bethel Woods; and

WHEREAS, the Gerry Foundation, Inc. (“Gerry Foundation”) wishes to transfer its interests in Bethel Woods and in The Museum at Bethel Woods (“Museum”) to The Bethel Woods Center for the Arts, Inc.; and

WHEREAS, the transfer of membership interest will not result in any change in operations at Bethel Woods; and

WHEREAS, Bethel Woods requests that the Agency authorize its Chief Executive Officer to sign the counterpart of the Request Letter, dated November 18, 2011 and the execution and delivery of all documents, agreements, instruments and certificates necessary to accomplish the foregoing; and

WHEREAS, the Agency contemplates authorizing its Chief Executive Officer to sign the Request Letter, dated November 18, 2011 and the execution and delivery of all documents, agreements, instruments and certificates necessary to accomplish the foregoing.

NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS OF THE AGENCY

AS FOLLOWS:

Section 1. The Agency hereby (i) consents to the change of ownership and control of Bethel Woods pursuant to the Request Letter, dated November 18, 2011 in accordance with the provisions of (a) Section 6.3(b) of that certain Leaseback Agreement, dated as of February 1, 2006 from the Agency to Bethel Woods; and (b) Section 18(b) of that certain Payment in Lieu of Taxation Agreement, dated as of February 1, 2006 by and between the Agency and Bethel Woods; (ii) authorizes its Chief Executive Officer to sign the Request Letter, dated November 18, 2011; and (iii) authorizes the execution and delivery of all documents, agreements, instruments and certificates necessary to accomplish the foregoing.

Section 2. The Chairman, Vice-Chairman or Chief Executive Officer of the Agency is hereby authorized, on behalf of the Agency, to execute and deliver any and all documents, agreements, instruments and certificates necessary to accomplish the foregoing, all in form approved by Counsel to the Agency and with such changes, variations, omissions and insertions as the Chairman, Vice-Chairman or Chief Executive Officer of the Agency shall approve, the execution thereof by the Chairman, Vice-Chairman or Chief Executive Officer of the Agency to constitute conclusive evidence of such approval.

Section 3. The officers, employees and agents of the Agency are hereby authorized and directed for and 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, documents, and 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 on behalf of the Agency desirable and proper to effect the purposes of the foregoing resolutions and to cause compliance by the Agency with all the terms, covenants and provisions of the documents for and on behalf of the Agency.

These resolutions shall take effect immediately.

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

Elwin Wood [ √ ] Yes [ ] No [ ] Absent [ ] Abstain

Harold Gold [ √ ] Yes [ ] No [ ] Absent [ ] Abstain

Raymond Walter [ √ ] Yes [ ] No [ ] Absent [ ] Abstain

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

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

Harris Alport [ √ ] Yes [ ] No [ ] Absent [ ] Abstain

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

Cindy L. Garlinghouse [ √ ] Yes [ ] No [ ] Absent [ ] Abstain

Steve White [ ] Yes [ ] No [ √ ] 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 13^th day of December, 2011 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: