ST LAWRENCE CO. IDA CIVIC DEVELOPMENT CORPORATION MINUTES OF SPECIAL MEETING – August 10, 2010 CALL TO ORDER: Secretary Lynn Blevins called to order a Special Meeting of the St. Lawrence County Industrial Development Agency Civic Development Corporation at 6:45 PM in Room 27 of the Massena Town Hall, Main Street, Massena, New York. He announced that the purpose of this special meeting was to review and act on resolutions related to Canton-Potsdam Hospital and Canton-Potsdam Hospital Foundation projects. ROLL CALL: Blevins LaBaff Staples Present Absent Absent Hall McMahon Weekes Present Present Present Others: IDACDC Staff Ray Fountain and Natalie Sweatland; members of the public; media. MINUTES: None PUBLIC NOTICE: Public notifications sent August 6, 2010 to, at a minimum: St. Lawrence County’s newspapers designated for the publication of local laws and other matters required by law to be published; additional local media sources and websites. PUBLIC COMMENT: None FINANCIAL REPORT: None STAFF REPORT: None OLD BUSINESS: None NEW BUSINESS: Resolution: Canton-Potsdam Hospital Foundation Amended and Restated Bond Resolution: Weekes/Hall. Mr. Fountain related the following information provided to him by Matthew Wells, of Bond, Schoeneck & King (Bond Counsel): Based on conversations between the Department of Health, the Hospital and Bond Counsel regarding the financing of the Projects, it became apparent that the use of a "multi-modal" bond structure, rather than just a bank qualified rate mode, would provide the Hospital with better financial flexibility moving forward. Accordingly, in order to create a multi-modal structure it is necessary to enter into an Indenture to provide a framework for converting the interest rate on the initial bonds to other interest rates (i.e. variable rate or fixed rate from the bank qualified rate). The bank qualified bonds were set up with an initial 5 year maturity. The Banks and the Hospital could extend the maturity of the bonds at that time, but it is difficult to predict the bond market at that time and the provision for a multi-modal structure will provide the Hospital with increased flexibility and reduce the likelihood that they will be faced with a balloon payment in 5 years. The DOH is adverse to that possibility. The Hospital is expecting to amortize these Bonds over the long term and the current structure posed greater risk to that expectation. There is no anticipated change to the expected construction budget or the Project. Unanimous. Resolution: Canton-Potsdam Hospital Amended and Restated Bond Resolution: Weekes/McMahon. Unanimous. EXECUTIVE SESSION: None ADJOURNMENT: Adjourned at 6:51 PM by unanimous consent. /s/ Mr. Lynn Blevins, Secretary