INITIAL RESOLUTION (SeaComm Federal Credit Union Project) A regular meeting of St. Lawrence County Industrial Development Agency (the “SLCIDA”) was convened on December 19, 2013, at 8:30 a.m., local time, at the IDA offices, 19 Commerce Lane, Suite 1, Canton, New York 13617. The meeting was called to order by the Vice-Chairman and, upon roll being called, the following members of the SLCIDA were: MEMBER Blevins, Lynn Hall, Mark LaBaff, Ernest McMahon, Andrew Peck, Donald Staples, Brian W. Weekes, Jr., R. Joseph PRESENT X X X X X ABSENT X X The following persons were ALSO PRESENT: IDA Staff and Officers: Patrick J. Kelly, Thomas Plastino, Natalie Sweatland, Richard Williams; Andrew W. Silver, Esq., Legal Counsel. After the meeting had been duly called to order, the Vice-Chairman announced that among the purposes of the meeting was to consider and take action on certain matters pertaining to a proposed project for the benefit of SeaComm Federal Credit Union. On motion duly made by Mr. Blevins and seconded by Mr. Peck, the following resolution was placed before the members of the St. Lawrence County Industrial Development Agency: (i) ACCEPTING THE APPLICATION OF SEACOMM FEDERAL CREDIT UNION (THE “COMPANY”) WITH RESPECT TO A CERTAIN PROJECT (AS MORE FULLY DEFINED BELOW); (ii) DESCRIBING THE FORMS OF FINANCIAL ASSISTANCE BEING CONTEMPLATED BY THE SLCIDA WITH RESPECT TO THE PROJECT; (iii) AUTHORIZING A PUBLIC HEARING WITH RESPECT TO THE PROJECT. Resolution No. IDA-13-12-29 WHEREAS, by Title 1 of Article 18-A of the General Municipal Law of the State of New York, as amended, and Chapter 358 of the Laws of 1971 of the State of New York, as amended (hereinafter collectively called the “Act”), the ST. LAWRENCE COUNTY INDUSTRIAL DEVELOPMENT AGENCY (hereinafter called the “SLCIDA”) was created with the authority and power to own, lease and sell property for the purpose of, among other things, acquiring, constructing and equipping civic, industrial, manufacturing and commercial facilities as authorized by the Act; and WHEREAS, pursuant to Article 18-A of the General Municipal Law the SLCIDA desires to (i) accept the application of SeaComm Federal Credit Union; (ii) describe the Project and the Financial Assistance (as hereinafter defined) that the SLCIDA is contemplating with respect to the Project; and (iii) authorize the scheduling of a public hearing; and WHEREAS, SEACOMM FEDERAL CREDIT UNION, for itself or on behalf of an entity to be formed (the “Company”), has requested the SLCIDA’s assistance with a certain project (the “Project”) consisting of (i) the acquisition by the SLCIDA of fee title to or a leasehold interest in one or more parcels of real property located at 30 Stearns Street within the Village of Massena, St. Lawrence County, New York (the “Land”) and the existing improvements and buildings located thereon, if any (the “Existing Improvements”), (ii) the renovation, refurbishment and equipping of the Existing Improvements and/or construction and installation of new buildings and equipment for use as a financial services operations center (collectively, the “Improvements”), and (iii) the acquisition and installation by the Company in and around the Improvements of certain items of equipment and other tangible personal property necessary and incidental in connection with the Company's relocation of employees to the Project facility (the “Equipment”, and collectively with the Land, the Existing Improvements and the Improvements, the “Facility”); and WHEREAS, in connection with the Application, and in furtherance of the Project’s positive financial impact within the Town of Massena, the Village of Massena and the Massena Central School District (collectively, the “Local Taxing Jurisdictions”), the SLCIDA has requested the support and consent of the Local Taxing Jurisdictions in establishing a partial real estate tax abatement in the form of a Payment In Lieu of Tax (“PILOT”) agreement; and WHEREAS, the SLCIDA’s Uniform Tax Exemption Policy (“UTEP”) provides that non-industrial projects must recive the consent of local taxing jurisdictions in order to structure the terms of a PILOT Agreement; and WHEREAS, the SLCIDA and the Company are proposing a certain PILOT Agreement structure to the Local Taxing Jurisdictions and are requesting that Local Taxing Jurisdictions consent to the PILOT Agreement as evidenced by their delivery to the SLCIDA of executed consent resolutions and certificates; and WHEREAS, upon delivery to the SLCIDA of consent resolutions and certificates, the SLCIDA shall, pursuant to be Section 859-a of the Act (i) cause to be scheduled a public hearing with respect to the project and the proposed financial assistance; (ii) give at least ten days published notice of said public hearing, notice of which shall state the time and place of the hearing, contain a general, functional description of the project, describe the prospective location of the project and generally describe the financial assistance contemplated by the SLCIDA with respect to the project; (iii) provide notice of such hearing to the chief executive officer of each affected tax jurisdiction within which the project is located; (iv) and NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS OF THE ST. LAWRENCE COUNTY INDUSTRIAL DEVELOPMENT AGENCY AS FOLLOWS: Section 1. The Company has presented an application in a form acceptable to the SLCIDA. Based upon the representations made by the Company to the SLCIDA in the Company's application and in the Correspondence, the SLCIDA hereby finds and determines that: (A) By virtue of the Act, the SLCIDA 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 (B) The SLCIDA has the authority to take the actions contemplated herein under the Act; and (C) The action to be taken by the SLCIDA will induce the Company to develop the Project, thereby increasing employment opportunities in the St. Lawrence County, New York, and otherwise furthering the purposes of the SLCIDA as set forth in the Act; and (D) The Project will not result in the removal of a civic, commercial, industrial, or manufacturing plant of the Company or any other proposed occupant of the Project from one area of the State of New York (the “State”) to another area of the State or result in the abandonment of one or more plants or facilities of the Company or any other proposed occupant of the Project located within the State; and the SLCIDA hereby finds that, based on the Company’s application, to the extent occupants are relocating from one plant or facility to another, the Project is reasonably necessary to discourage the Project occupants from removing such other plant or facility to a location outside the State and/or is reasonably necessary to preserve the competitive position of the Project occupants in their respective industries; and Section 2. The SLCIDA hereby ratifies the scheduling, notice and conduct of the Public Hearing, notice of which shall be published pursuant to Section 859-a of the Act. Section 3. 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 and documents, 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, desirable and proper to effect the purposes of the foregoing resolutions and to cause compliance by the SLCIDA with all of the terms, covenants and provisions of the documents executed for and on behalf of the SLCIDA. Section 4. These Resolutions shall take effect immediately. The question of the adoption of the foregoing resolution was duly put to vote on roll call, which resulted as follows: Move: Second: VOTE Blevins Hall LaBaff McMahon Peck Staples Weekes Blevins Peck AYE 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/ X X The resolution was thereupon declared duly adopted. Natalie A. Sweatland December 19, 2013