May 18, 2012 Resolution

RESOLUTION

The special meeting of the 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 May 18, 2012 at 10:15 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 [ ] [ ]

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, Esq., Agency Counsel

The following resolution was duly offered by _______________________, and seconded by ___________________, to wit:

Resolution No. ___ – 12

RESOLUTION OF THE AGENCY (I) AMENDING RESOLUTION NO. 20-12 TO INCLUDE POLO HOSPITALITY, LLC, AS A CO-APPLICANT; (II) AUTHORIZING, APPROVING AND CONSENTING TO AN OMNIBUS AMENDMENT TO PROJECT DOCUMENTS RELATING TO THE RHH LAND, LLC (“COMPANY”) PROJECT (“AMENDMENT”); AND (III) AUTHORIZING ITS CHIEF EXECUTIVE OFFICER TO EXECUTE AND DELIVER THE AMENDMENT

WHEREAS, by Title 1 of Article 18-A of the General Municipal Law of the State of New York (“State”), as amended, and Chapter 560 of the Laws of 1970 of the State, as amended and codified as Section 960 of the General Municipal Law (collectively, the AAct@), the Agency was created with the authority and power to own, lease and sell property as authorized by the Act; and

WHEREAS, on April 17, 2012 the Agency passed the inducement and approving resolution No. 20-12; and

WHEREAS, on April 21, 2012 the Agency and the Company closed a transaction consisting of the (i) acquisition, reconstruction, renovation, rehabilitation, installation and equipping of a 74 room hotel formerly operated as “The Lodge” (“Building”) situate on three (3) separate parcels of real estate consisting of approximately 54.13+/- acres of Land located along Rock Hill Drive in the Town of Thompson, County of Sullivan, State of New York and identified on the tax map as Thompson 35-1-7.1, 35-1-7.4 and 51-2-12 (“Land”) and related facilities and to be owned by the Agency; (ii) acquiring and installing thereon and therein certain furniture, fixtures, machinery and equipment (“Equipment”); and (iii) rehabilitating and reconstructing improvements to the Building, the Land and the Equipment (collectively, the Building, Land and Equipment referred to as the “Facility” or the “Project”) and (iv) amending and extending the existing lease on the Facility from the Agency to the Company; and

WHEREAS, the Agency and the Company entered in the following documents:

Agent Agreement;
Environmental Compliance and Indemnification Agreement;
Bill of Sale;
Amended and Restated Lease Agreement;
1. Memorandum of Lease Agreement; and
2. Amended and Restated PILOT Agreement;

Items 1 through 6 collectively are referred to as the (“Transaction Documents”), ; and

WHEREAS, the Company has requested that the Agency amend the Transaction Documents to include Polo Hospitality, LLC, which will be a tenant of the Company and the operating company of the former lodge motel (“Polo”); and

WHEREAS, the Agency contemplates entering into an Amendment to include Polo.

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

Section 1. The Approving Resolution, dated April 17, 2012 is hereby amended to include Polo as a Co-Applicant.

Section 2. The Agency shall enter into an Amendment to include Polo.

Section 3. 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 4. 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.

Section 5. This resolution shall take effect immediately.

THE MEMBERS VOTED ON THE FOREGOING RESOLUTION AS FOLLOWS:

Ira Steingart [ ] 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

and therefore, the resolution was declared 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 18^th day of May, 2012 at 10:15 a.m. at theSullivanCountyGovernmentCenter,100 North Street,Village ofMonticello, Sullivan County, New York, at which the following members were present: