Member Present Absent Blevins X. McMahon. Weekes

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1 At a meeting of the St. Lawrence County Industrial Development Agency Civic Development Corporation (the Issuer ), held in Canton, New York, on the 15 th day of November, 2012, the following members of the Issuer were: Member Present Absent Blevins Hall LaBaff McMahon Peck Staples Weekes The following persons were ALSO PRESENT: IDA Staff Patrick J. Kelly, Thomas A. Plastino, Natalie A. Sweatland, Richard A. Williams; Legal Counsel Andrew W. Silver, Esq. After the meeting had been duly called to order, the Chairman announced that among the purposes of the meeting was to consider and take action on certain matters pertaining to the issuance and sale of the Issuer s proposed Revenue Bonds (St. Lawrence University Project), Series 2012 in a principal amount not to exceed $54,000,000. Upon motion duly made and recorded, the following resolution was duly adopted by the Issuer with its members voting as follows: Move: Peck Second: LaBaff VOTE AYE NAY ABSTAIN ABSENT Blevins Hall LaBaff McMahon Peck Staples Weekes AUTHORIZING THE ISSUANCE AND SALE OF THE ISSUER S REVENUE BONDS (ST. LAWRENCE UNIVERSITY PROJECT), SERIES 2012 IN A PRINCIPAL AMOUNT NOT TO ECEED $54,000,000 AND THE EECUTION OF RELATED DOCUMENTS. Resolution No. CDC November 15, 2012 WHEREAS, pursuant to Section 1411 of the Not-for-Profit Corporation Law ( N-PCL ) of the State of New York (the State ), as amended (hereinafter collectively called the Act ), and pursuant to its certificate of incorporation, as amended (the Certificate ), the St. Lawrence County Industrial Development Agency Civic Development Corporation (the Issuer ) was established as a not-for-profit local development corporation of the State with the authority and power to own, lease and sell personal and real property for the purposes of, among other things,

2 acquiring, constructing and equipping certain projects exclusively in furtherance of the charitable or public purposes of relieving and reducing unemployment, promoting and providing for additional and maximum employment, bettering and maintaining job opportunities, instructing or training individuals to improve or develop their capabilities for such jobs, by encouraging the development of, or retention of, an industry in the community or area, and lessening the burdens of government and acting in the public interest; and WHEREAS, the Act and the Certificate further authorizes the Issuer to issue its bonds for the purpose of carrying out any of its corporate purposes and, as security for the payment of the principal and redemption price of and interest on any such bonds so issued and any agreements made in connection therewith, to pledge certain revenues and receipts to secure the payment of such bonds and interest thereon; and WHEREAS, St. Lawrence University (the University ) has presented an application to the Issuer requesting the Issuer issue its Revenue Bonds (St. Lawrence University Project) (the Bonds ) in one or more issues or series in an aggregate principal amount presently estimated to be approximately $54,000,000 for the benefit of the University for the purpose of financing or refinancing a certain project (the Project ) consisting of (A) the refunding of all or a portion of the Dormitory Authority of the State of New York ( DASNY ) St. Lawrence University Revenue Bonds, Series 2008 remarketed by DASNY on July 1, 2009 in the original principal amount of $46,795,000 and having an outstanding principal amount of $46,795,000, issued for the benefit of the University, the proceeds of which were applied in part to (i) undertake certain projects on the main campus of the University located at 22 Romoda Drive, Canton, New York (the Main Campus ) consisting of campus wide infrastructure improvements including (a) electrical upgrades, walkway, road and steam line repairs and replacements, classroom refurbishment, and replacement of voic systems; (b) building repairs to Piskor Hall (including roof replacement), Augsbury Hall (including replacement of showers and pool heater plus repair of pool and gym floor), Richardson Hall (including replacement of entrance steps and exterior restoration), Hulett and Jencks Halls (including shower refurbishment and cupola repair), Rebert Hall and other residence halls (renovations including flooring, walls and windows plus interior furnishings), Eben Holden Hall (including roof repair/replacement), Dean Eaton Hall (including replacement of entranceway and exterior wall repair), Hepburn Hall (including repointing of exterior and renovation of ground floor) and the Theme Cottages (including repair and replacement of roofs, bathrooms, flooring and kitchens); (c) upgrade of athletic fields, Dana Dining Hall (including equipment and floor replacement of Dana Dining Hall), Student Center (including installation of a video control system for media room, replacement of oven and upgrade of register system in cafeteria), Gullick Theatre (including replacement of lighting and sound systems) and Johnson Hall of Science (new equipment including mercury analyzer); (d) improvements to Canaras Camp, located at 5002 SR 30, Saranac Lake, New York (including replacement of roof, hand railings and chimney); (e) improvements to 78 Park Street, Canton, New York (including general repair and replacement of roof); and (f) purchase of instructional, operational and other equipment at the above addresses; and (ii) to refinance the $36,800,000 St. Lawrence County Industrial Development Agency Civic Facility Revenue Bonds (St. Lawrence University Project), Series 1998A and Series 1998B which (a) originally funded (1) the renovation and improvement of facilities located on the Main Campus including: Dana Dining Hall (including an entrance, a loading dock, interior space improvements and air conditioning); Brewer Field House (including the relocation of the University bookstore and providing additional parking); Owen D. Young Library (including interior improvements, technological

3 improvements and air conditioning); 62 Park Street (providing for academic facilities); Augsbury-Leithead Athletic Facility (including interior improvements including a heating and ventilating system, a multipurpose playing surface, six international squash courts and space improvements); and Griffiths Art Center/Noble Center providing for the expansion of the Griffiths Art Center into the Noble Center (including the expansion of the Griffiths Art Center into the Noble Center); (2) the construction of facilities located on the Main Campus including: a 16,000 square foot warehouse located behind the current physical plant building; an 80,000 square foot fieldhouse located to the west of the Augsbury-Leithead Athletic Facility having a 6- lane 200 meter track opposite the Augsbury-Leithead Athletic Facility; an all-weather playing field adjacent to Appleton Arena; and the addition of 8 practice and intramural fields located south of the Augsbury-Leithead Athletic Facility; and (3) the acquisition and installation of building security systems for all Main Campus academic and residential facilities; and (b) refinanced a portion of the $11,580,000 St. Lawrence County Industrial Development Agency Civic Facility Revenue Bonds (St. Lawrence University Project), Series 1996A, that (1) funded renovations and improvements to Griffiths Hall, Gunnison Chapel, Hepburn Hall, Augsbury Gymnasium, Richardson Hall, Owen D. Young Library, Noble Center, Valentine Hall, Bewkes Hall, Vilas Hall, Physical Plant, Brown Hall, Health Center, Appleton Arena, Herring Cole Library and 21 Romoda Drive all located on the Main Campus and the Appleton Riding Hall located on Route 68 in Canton, New York, and (2) refinanced outstanding loans for improvements to Carnegie Hall and the Hulett and Jencks Halls located on the Main Campus; (B) paying all or a portion of the costs incidental to the issuance of the Bonds including issuance costs of the Bonds and funding any reserve funds as necessary to secure the Bonds; (C) the granting of potential exemptions from mortgage recording taxes; and (D) the making of a loan or a series of loans from the proceeds of the Bonds to the University; and WHEREAS, pursuant to Article 8 of the Environmental Conservation Law, Chapter 43-B of the Consolidated Laws of New York, as amended (the SEQR Act ), and the regulations adopted pursuant thereto by the Department of Environmental Conservation of the State of New York, being 6 NYCRR Part 617, as amended (the Regulations and, collectively with the SEQR Act, SEQRA ), by resolution adopted on October 25, 2012 (the SEQR Resolution ), the Issuer determined (A) the Project consists of a Type II Action and (B) determined that no further review is required pursuant to the SEQR Act; and WHEREAS, in accordance with Section 147 of the Internal Revenue Code of 1986, as amended (the Code ), a public hearing was held on October 31, 2012 by the Issuer with respect to the Project, notice of which was published on October 12, 2012 in the Journal, on October 13, 2012 in the Watertown Daily Times and on October 14, 2012 in the Sunday Advance, respectively, at least 14 days prior to the date of the public hearing; and WHEREAS, the St. Lawrence County Board of Legislators (the County Legislature ) approved of the issuance of the Bonds on November 5, 2012; and WHEREAS, the Issuer proposes to sell the Bonds in a public offering in which the initial purchaser will be Morgan Stanley (the Underwriter ); and WHEREAS, the Issuer and the University will agree to the appointment of a bank or trust company to act as trustee (the Trustee ) for the holders from time to time of the Bonds; and WHEREAS, in order to consummate the aforesaid financing, the Issuer has been requested to (1) enter into (a) a trust indenture (the Indenture ) by and between the Issuer and

4 Trustee, (b) a loan agreement (the Loan Agreement ) by and between the Issuer and University, (c) a pledge and assignment (the Pledge and Assignment ) from the Issuer to the Trustee, (d) one or more bond purchase agreements to be dated the date of execution thereof (the Bond Purchase Agreements ) from the Underwriter to the Issuer and the University, and (e) an official statement relating to the Bonds (the Official Statement ), and (2) to authorize the use of the Official Statement in connection with the sale of the Bonds; WHEREAS, to demonstrate compliance with the provisions of the Code relating to the issuance of tax-exempt obligations, (A) the Issuer will (1) execute an arbitrage certificate dated the date of delivery of the Bonds (the Arbitrage Certificate ) relating to certain requirements set forth in Section 148 of the Code applicable to the tax-exempt portion of the Bonds, (2) execute completed Internal Revenue Service Form 8038 (Information Return for Private Activity Bonds) relating to the tax-exempt portion of the Bonds (an Information Return ) pursuant to Section 149(e) of the Code, and (3) file the Information Return with the Internal Revenue Service, (B) the University will execute a tax regulatory agreement dated the date of delivery of the Bonds (the Tax Regulatory Agreement ) relating to the requirements in Sections 145, 146, 147, 148 and 149 of the Code applicable to the tax-exempt portion of the Bonds and (C) the Underwriter will execute a certificate confirming the issue price of the Bonds for purposes of Section 148 of the Code applicable to the tax-exempt portion of the Bonds; and NOW, THEREFORE, BE IT RESOLVED BY THE ST. LAWRENCE COUNTY INDUSTRIAL DEVELOPMENT AGENCY CIVIC DEVELOPMENT CORPORATION as follows: Section 1. The Issuer hereby finds and determines that: (a) by virtue of the Act and the Certificate, the Issuer has been vested with all the powers necessary and convenient to carry out and effectuate the purposes and provisions of the Act and to exercise all powers granted to it under the Act; (b) the Project will promote and maintain private sector job opportunities, health, general prosperity and economic welfare of the citizens of the County of St. Lawrence (the County ) and the State of New York (the State ) and improve their standard of living, and will increase the overall number of permanent private sector jobs in the State and thereby serve the public purposes of the Act and the Certificate; (c) the Project, and the operations of the University are not known by the Issuer to cause or result in the violation of the health, labor, environmental or other laws of the United States of America, the State, or the Village of Canton; (d) it is desirable and in the public interest for the Issuer to issue its Bonds in a principal amount not to exceed $54,000,000, as the Bonds may be amended, modified or consolidated from time to time upon the terms and conditions set forth in the Indenture for the purpose of financing the cost of the Project, together with necessary incidental expenses; and (e) interest on the tax-exempt portion of Bonds shall be excludable from gross income of the recipients thereof in accordance with Section 145 of the Code. Section 2. In consequence of the foregoing, the Issuer hereby determines to: (a) issue the Bonds on the terms and conditions set forth in the Bond Purchase Agreements and the Indenture;

5 (b) sell the Bonds to the Underwriter pursuant to the Bond Purchase Agreements and deliver the Official Statement to the Underwriter for use in connection with the reoffering of the Bonds; (c) loan the proceeds of the Bonds to the University pursuant to the Loan Agreement; (d) use the proceeds of the Bonds to (i) pay costs of the Project, and (ii) pay necessary expenses incidental to the foregoing, including but not limited to costs of issuing the Bonds; (e) appoint the Trustee and assign to the Trustee certain of the Issuer s rights and remedies under the Loan Agreement pursuant to the Pledge and Assignment; and (f) Indenture; provide for the disbursement of the proceeds of the Bonds pursuant to the (g) execute the Arbitrage Certificate and the Information Return with respect to the tax-exempt portion of the Bonds; (h) file the Information Return with the IRS; (i) authorize the use of the Official Statement in connection with the sale of the Bonds; and (j) execute and deliver all other agreements, certificates, and documents identified in (or contemplated by the certificates and documents identified in) the Closing Memorandum for the Bonds to be executed and delivered by the Issuer and all such other agreements, certificates and documents as may be requested by the University or the Underwriter in connection with the issuance of the Bonds. Section 3. The Issuer is hereby authorized to loan the proceeds of the sale of the Bonds to the University to pay all costs of the Project, and to do all things necessary and appropriate for the accomplishment thereof, and all acts heretofore taken by the Issuer with respect thereto are hereby approved, ratified and confirmed. Section 4. The form and substance of the Loan Agreement, the Indenture, the Bonds, the Pledge and Assignment, the Official Statement, the Bond Purchase Agreements, the Arbitrage Certificate, the Information Return, and all other agreements, certificates, and documents identified in (or contemplated by the certificates and documents identified in) the Closing Memorandum for the Bonds and all such agreements, certificates and documents as may be requested by the University or the Underwriter in connection with the issuance of the Bonds (collectively, the Financing Documents ) are hereby approved, subject to the approval of the officers of the Issuer identified in Section 6 hereof. Section 5. The Issuer is hereby authorized to issue and execute, sell and deliver the Bonds in an aggregate principal amount not to exceed $54,000,000 in the form approved by the Chief Executive Officer, Chairman or Vice Chairman, pursuant to the Act and according to the Indenture, provided that: (a) The Bonds authorized to be executed, sold and delivered under this Section shall (i) be issued, executed and delivered at such time as the Chief Executive Officer, Chairman or Vice Chairman of the Issuer shall determine, and (ii) bear interest at the rates, be issued in such amount, be subject to redemption prior to maturity, and have such other provisions and be issued

6 in such manner and on such conditions as are approved by the Chief Executive Officer, Chairman or Vice Chairman. (b) The Bonds shall be issued solely for the purpose of providing funds to finance (1) the cost of the Project as described in the Financing Documents, and (2) a portion of the administrative, legal, financial, and other expenses of the Issuer in connection with the Project and incidental to the issuance of the Bonds. (c) The Bonds and the interest thereon are not and shall never be a debt of the State or of the County and neither the State nor the County shall be liable thereon. (d) The Bonds, together with interest payable thereon, shall be special obligations of the Issuer payable solely from the revenues and receipts derived from the Loan Agreement or from the enforcement of the security provided by the Financing Documents and the other security pledged to the payment thereof. (e) Notwithstanding any other provision of this bond resolution, the Issuer covenants that it will make no use of the proceeds of the Bonds or any other funds of the Issuer (other than the Issuer s administrative and legal fee), which, if said use had been reasonably expected on the date of issuance of the Bonds, would have caused any of the tax-exempt portion of the Bonds to be an arbitrage bond within the meaning of Section 148 of the Code. Section 6. (a) The Chief Executive Officer, Chairman and Vice Chairman of the Issuer are each hereby authorized, on behalf of the Issuer, to negotiate, approve, execute (by manual or facsimile signature) and deliver the Financing Documents and the Secretary and Assistant Secretary of the Issuer are each hereby authorized to affix the seal (or a facsimile thereof) of the Issuer to them and to attest to all of them, all in substantially the forms presented to this meeting with such changes, variations, omissions and insertions as the Chief Executive Officer, Chairman or Vice Chairman shall approve. The execution of them by the Chief Executive Officer, Chairman or Vice Chairman shall constitute conclusive evidence of that approval. (b) The Chairman and Vice Chairman are each further hereby authorized, on behalf of the Issuer, to designate any additional Authorized Representative of the Issuer as defined in and pursuant to the Indenture. Section 7. The officers, employees and agents of the Issuer are hereby authorized and directed for and in the name and on behalf of the Issuer to do all acts and things required or provided for by any of the provisions of the Financing Documents, and to execute and deliver all additional agreements, certificates, instruments and documents identified in the Closing Memorandum for the Bonds, and to pay all fees, charges and expenses and to do all other acts as may be necessary, or in the opinion of the officer, employee or agent, desirable or proper to effectuate the purposes of the foregoing resolution and to cause compliance by the Issuer with all of the terms, covenants and provisions of the Financing Documents binding upon the Issuer. None of the directors, officers, employees or agents of the Issuer, however, shall have any personal liability under the Bonds or the Financing Documents. Section 8. The officers of the Issuer identified in Section 6 hereof are further authorized to appoint a bank or trust company to act as the Trustee under the Indenture.

7 Section 9. A copy of this resolution, together with its attachments, shall be placed on file in the office of the Issuer where the same shall be available for public inspection during business hours. Section 10. This resolution shall take effect immediately and the Bonds are hereby ordered to be issued in accordance with this resolution. [Remainder of page left blank intentionally]

8 STATE OF NEW YORK ) ) ss.: COUNTY OF ST. LAWRENCE ) I, the undersigned, Secretary of the St. Lawrence County Industrial Development Agency Civic Development Corporation, DO HEREBY CERTIFY that: I have compared the annexed extract of the minutes of the meeting of the St. Lawrence County Industrial Development Agency Civic Development Corporation (the Issuer ) including the resolution contained therein, held on the 15 th day of November, 2012 with the original thereof on file in my office, and that the same is a true and correct copy of the proceedings of the Issuer and of such resolution set forth therein and of the whole of said original insofar as the same relates to the subject matters therein referred to. I FURTHER CERTIFY that (i) all members of the Issuer had due notice of the meeting, (ii) pursuant to Article 7 of the Public Officers Law (Open Meetings Law), such meeting was opened to the general public, and notice of the time and place of such meeting was duly given in accordance with Article 7 of the Public Officers Law, (iii) the meeting was in all respects duly held, and (iv) there was a quorum present throughout. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the Issuer this 15th day of November, (SEAL) (Mr.) Lynn Blevins, Secretary