ST. LAWRENCE COUNTY INDUSTRIAL DEVELOPMENT AGENCY
Resolution No. IDA-13-07-17
July 17, 2013
AUTHORIZING, APPROVING AND CONSENTING TO THE EXECUTION AND
DELIVERY BY THE CHAIRMAN OR CHIEF EXECUTIVE OFFICER OF A
TERMINATION OF PROJECT DOCUMENTS RELATING TO THE NEWTON FALLS
FINE PAPER COMPANY, LLC PROJECT
WHEREAS, the St. Lawrence County Industrial Development Agency (the “SLCIDA”) was
created by Chapter 358 of the Laws of 1971 of the State of New York pursuant to Title I of Article 18-A
of the General Municipal Law of the State of New York as a body corporate and politic and as a public
benefit corporation of the State of New York, and
WHEREAS, Newton Falls Fine Paper Company, LLC (the “Company”) applied to the SLCIDA
for assistance relative to a certain project (the “Project”) consisting of (i) the acquisition of approximately
4,350 acres of land located at 875 County Route 60, Newton Falls, New York (the “Land”), together with
the existing buildings located thereon containing approximately 375,000 square feet (the “Buildings”); (ii)
the acquisition of machinery, equipment, fixtures and improvements on the Land and in and around the
Buildings (the “Existing Improvements”); (iii) the refurbishment of Existing Improvements (the
“Improvements”); (iv) the installation in and around the Existing Improvements and improvements of
machinery, equipment and other tangible and personal property (the “Equipment” and collectively, with
the Land, Buildings, Existing Improvements, and Improvements, the “Facility”), and
WHEREAS, in order to induce the Company to undertake the Project, the SLCIDA took fee title
to the Facility pursuant to the terms and conditions of a certain Installment Sale Agreement, dated as of
July 2007, and
WHEREAS, the SLCIDA and the Company also entered into a Payment In Lieu of Tax
(“PILOT”) Agreement dated as of November 1, 2007, making provisions for payments in lieu of taxes by
the Company to the SLCIDA for the benefit of St. Lawrence County, the Town of Clifton, and the
Clifton-Fine School District, and
WHEREAS, the Company is no longer operating and as a result (i) an Event of Default under
Section 10.1(a)(v) of the Installment Sale Agreement has occurred and is continuing, and (ii) an Event of
Default under Section 6.1(iii) of the PILOT Agreement has occurred and is continuing, and
WHEREAS, the SLCIDA wishes to exercise its rights and privileges as outlined in the
Installment Sale Agreement and the PILOT Agreement, and
WHEREAS, the SLCIDA, after due consideration, contemplates the execution and delivery by
the SLCIDA’s Chairman or Chief Executive Officer of a termination of the Payment in Lieu of Tax
Agreement and any related documents, including but not limited to memorandums thereof which shall be
recorded in the Office of the Clerk of St. Lawrence County,
NOW, THEREFORE, BE IT RESOLVED by the members of the SLCIDA as follows:
Section 1. The Chairman and Chief Executive Officer of the SLCIDA are each hereby
authorized, empowered, and directed, on behalf of the SLCIDA, to execute, deliver and record (as may be
the case) any and all documents, subject to approval by Counsel to the SLCIDA, to effectuate the
termination of the PILOT and all related documents with the Company.
Section 2. The officers, employees and agents of the SLCIDA are hereby authorized and directed
for and in the name and on behalf of the SLCIDA 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 SLCIDA desirable and proper to effect the purposes of the foregoing resolution
and to cause compliance by the SLCIDA with all the terms, covenants and provisions of the documents
for and on behalf of the SLCIDA.
Move:
Second:
VOTE
Blevins
Hall
LaBaff
McMahon
Peck
Staples
Weekes
Hall
LaBaff
AYE
X
X
X
X
X
X
X
NAY
ABSTAIN
ABSENT
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
July 17, 2013