OFFICIAL INTENT RESOLUTION
(EPR Concord II, L.P. and EPT Concord II, LLC Project)
A special meeting of the Sullivan County Funding Corporation was convened on December 9, 2014.
The following resolution was duly offered and seconded, to wit:
Resolution No. 03-14
RESOLUTION OF THE SULLIVAN COUNTY FUNDING CORPORATION (THE “ISSUER”): (i) TAKING OFFICIAL ACTION TOWARD THE ISSUANCE OF UP TO $75,000,000 PRINCIPAL AMOUNT OF REVENUE BONDS FOR THE PURPOSE OF FINANCING A CERTAIN PROJECT (AS SET FORTH BELOW) FOR THE BENEFIT OF EPR CONCORD II, L.P. AND EPT CONCORD II, LLC; (ii) DESCRIBING THE FORMS OF FINANCIAL ASSISTANCE BEING CONTEMPLATED BY THE ISSUER WITH RESPECT TO SUCH PROJECT; AND (iii) AUTHORIZING A PUBLIC HEARING WITH RESPECT TO SUCH FINANCING AND THE UNDERTAKING OF SUCH PROJECT
WHEREAS, pursuant to the powers and purposes contained in Section 1411 of the Not-For-Profit Corporation Law (the “N-PCL”) of the State of New York (the “State”), as amended (hereinafter collectively called the “Act”), a resolution adopted by the Sullivan County Legislature, and pursuant to its duly filed certificate of incorporation (the “Certificate”), the SULLIVAN COUNTY FUNDING 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, 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, EPR CONCORD II, L.P., a Delaware limited partnership (“EPR Concord”) and EPT CONCORD II, LLC, a Delaware limited liability company (“EPT Concord”; and, together with EPR Concord, the “Company”) has submitted an application to the Issuer, copies of which were presented at this meeting and a copy of which is on file at the office of the Issuer, requesting that the Issuer issue its revenue bonds in one or more series in the aggregate principal amount not to exceed $75,000,000 (the “Bonds”) for the purpose of financing a certain project (the “Project”), as more particularly described in that certain Adelaar-Bid Package A (Phase 1 Infrastructure), Town of Thompson, Sullivan County, New York, AKRF Project Number 80286, consisting of: (A) (i) the preparation of plans and specifications; (ii) the demolition of certain structures located on approximately 1,735 acres of land in the Town of Thompson, Sullivan County, New York, more particularly identified by the tax map identification numbers listed on Exhibit A attached hereto (the “Land”); (iii) the construction of roads, retaining walls and related utilities, wetland mitigation, lighting and signage on the Land (items (i)-(iii) collectively referred to as the “Improvements”); (B) the acquisition and installation of certain machinery equipment and other items of tangible personal property (the “Equipment”; and, together with the Land and the Improvements, the “Facility”); and (C) the paying of all or a portion of the costs incidental to the issuance of the Bonds, capitalized interest and any reserve funds as may be necessary to secure the Bonds (the costs associated with items (A) through (C) above being hereinafter collectively referred to as the “Project Costs”); and
WHEREAS, the Issuer is contemplating providing financial assistance to the Company with respect to the Project (the “Financial Assistance”) in the form of the issuance of the Bonds in an amount not to exceed the lesser of the Project Costs or $75,000,000; and
WHEREAS, the Company reasonably expects that it will (1) pay or incur certain capital expenditures in connection with the Project prior to the issuance of the Bonds, (2) use funds from sources other than proceeds of the Bonds which are or will be available on a short-term basis to pay for such capital expenditures, and (3) reimburse itself for the use of such funds with proceeds of the Bonds.
NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS OF THE BOARD OF DIRECTORS OF THE SULLIVAN COUNTY FUNDING CORPORATION AS FOLLOWS:
Section 1. The Company has presented an application in a form acceptable to the Issuer. Based upon the representations made by the Company to the Issuer in the Company’s application, the Issuer hereby finds and determines that:
(A) By virtue of the Act and the Certificate, the Issuer has been vested with all 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 and the Certificate; and
(B) The Issuer has the authority to take the actions contemplated herein under the Act and the Certificate; and
(C) The action to be taken by the Issuer will induce the Company to undertake the Project, thereby increasing employment opportunities in Sullivan County, New York and reducing the burdens of government for Sullivan County and in furtherance of the purposes of the Issuer as set forth in the Act.
Section 2. This resolution shall authorize the Issuer to hold a public hearing as required by Section 147(f) of the Internal Revenue Code of 1986, as amended (the “Code”).
Section 3. The proposed Financial Assistance being contemplated by the Issuer includes financing a portion of the costs of the Project by the issuance of the Bonds in an amount not to exceed the lesser of the Project Costs or $75,000,000.
Section 4. The granting of the Financial Assistance, as contemplated by Paragraph 3 of this Resolution, shall be subject to:
(a) agreement by the Issuer, the Company and the purchaser of the Bonds on mutually acceptable terms for the Bonds and for the sale and delivery thereof and mutually acceptable terms and conditions for the security for the payment thereof; and
(b) approval by the Sullivan County Legislature of the issuance of the Bonds in accordance with the provisions of Section 147(f) of the Code; and
(c) holding a public hearing as required by Section 147(f) of the Code.
Section 5. The Company is hereby authorized to conduct such environmental, engineering, economic, feasibility and other studies and preliminary planning and budgetary processes necessary or convenient to enable the Issuer to make its final determination whether to approve the Financial Assistance, and the Company is further authorized to advance such funds as may be necessary for such purpose, subject, to the extent permitted by law, to reimbursement from the proceeds of the sale of the Bonds, if the Bonds are issued.
Section 6. Harris Beach PLLC, as Bond Counsel for the Issuer, is hereby authorized to work with counsel to the Company and others to prepare for submission to the Issuer, all documents necessary to effect the authorization, issuance and sale of the Bonds and reimbursement of the cost of all such work prior to the date hereof is hereby authorized to the extent permitted by the Code.
Section 7. This Resolution shall constitute the adoption of “official intent” (within the meaning of the United States Treasury Regulations Section 1.150-2(d)) with respect to issuance of the Bonds and the original expenditures which are reasonably expected to be reimbursed from the proceeds of the Bonds.
Section 8. The Chairman, Vice Chairman or Executive Director of the Issuer are hereby authorized and directed to distribute copies of this Resolution to the Company and to do such further things or perform such acts as may be necessary or convenient to implement the provisions of this Resolution.
Section 9. This Resolution shall take effect immediately.
Steve White x
The Resolutions were thereupon duly adopted.
STATE OF NEW YORK )
COUNTY OF SULLIVAN ) ss.:
I, ____________________, the undersigned, ___________________, DO HEREBY CERTIFY:
That I have compared the annexed extract of minutes of the meeting of the Sullivan County Funding Corporation (the “Issuer”), including the resolution contained therein, held on December 9, 2014, 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 related to the subject matters therein referred to.
I FURTHER CERTIFY, that all members of said Issuer had due notice of said meeting, that the meeting was in all respects duly held and that, pursuant to Article 7 of the Public Officers Law (Open Meetings Law), said meeting was open to the general public, and that public notice of the time and place of said meeting was duly given in accordance with such Article 7.
I FURTHER CERTIFY, that there was a quorum of the members of the Issuer present throughout said meeting.
I FURTHER CERTIFY, that as of the date hereof, the attached resolution is in full force and effect and has not been amended, repealed or modified.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of said Issuer this 9th day of December, 2014.