ST. LAWRENCE COUNTY INDUSTRIAL DEVELOPMENT AGENCY Resolution No. 12-08-35 August 23, 2012 AUTHORIZING EXECUTION OF DOCUMENTS: NEWTON FALLS RAIL REHABILITATION PROJECT CFA #2281 WHEREAS, the St. Lawrence County Industrial Development Agency (the “SLCIDA”) was notified in December 2011 that it was awarded an estimated amount of up to $9,972,000 in funding from the Regional Economic Development Council Capital Fund Program, and WHEREAS, the funds will be used to rehabilitate the 46.25 mile shortline rail that runs through St. Lawrence, Lewis and Jefferson Counties, and WHEREAS, Empire State Development (“ESD”) worked with the SLCIDA’s Chief Executive Officer to outline the funding requirements associated with the receipt of grant funds, and NOW, THEREFORE, BE IT RESOLVED that the St. Lawrence County Industrial Development Agency authorizes its Chief Executive Officer to execute and deliver the Incentive Proposal (attached hereto and made a part therof) outlining the funding terms and conditions required by ESD. Move: Second: VOTE Blevins Hall LaBaff McMahon Peck Staples Weekes Hall Peck and LaBaff AYE X X X X X X NAY ABSTAIN ABSENT X I HEREBY CERTIFY that I have compared this copy of this Resolution with the original record in this office, and that the same is a correct transcript thereof and of the whole of said original record. /s/ Natalie A. Sweatland 08/23/2012