STATEWIDE LOCAL DEVELOPMENT CORPORATION

at the offices of the New York State Urban Development Corporation

d/b/a Empire State Development 633 Third Avenue

New York, New York 10017

Meeting of the Directors

Wednesday

April 5, 2017 ,..-10:00 a.m.

AGENDA

I. FOR CONSIDERATION

CORPORATE ACTION

A. Approval of the Minutes of the February 16, 2017 Directors' Meeting

11. PROJECT

MID-HUDSON REGION

A. Mid-Hudson (Woodridge - Sullivan County) -JDA Loan to Sullivan County Fabrication, Inc. - Authorization to Make a Loan with New York Job Development Authority Proceeds and Take Related Actions

111. FOR INFORMATION

A. New York Job Devetopment Authority- Portfolio Summary

Item I. A.

DRAFT - SUBJECT TO REVIEW AND REVISION

STATEWIDE LOCAL DEVELOPMENT CORPORATION Meeting of the Directors Held at the New York City Regional Office of Empire State Development

633 Third Avenue New York, New York 10017

February 16, 2017

In Attendance Directors:

Present for Statewide:

Present for ESD:

MINUTES

Kevin Younis (Acting Chair - via videoconference) Edwin Lee Kathleen Mize

Debbie Royce, Acting Corporate Secretary

Jonathan Beyer, Senior Counsel Benson Martin, Compliance Officer Rafael Salaberrios, Vice President - Economic Revitalization

The meeting of the Statewide Local Development Corporation, a local development

corporation created under New York State law (the "Corporation"), was called to order at 2:00

p.m. by Acting Chair Younis. It was noted for the record that notices to the public and news

media of the time and place of the meeting had been given in compliance with the New York

State Open Meetings Law.

1

DRAFT - SUBJECT TO REVIEW AND REVISION

Acting Chair Younis noted that the public is free to comment on any matters on the

Agenda.

The Acting Chair then asked the Directors if any of them had a potential conflict of

interest with regard to any of the items on the Agenda and if so, to make that information

known at this time. If any potential conflict exists, Acting Chair Younis continued, the Directors

would be reminded, at the appropriate time, to recuse themselves from the vote on any such

item. No conflicts were noted.

The Acting Chair then called for a motion to approve the Minutes of the December 9,

2016 Directors' meeting.

There being no edits or corrections and upon motion duly made and seconded, the

following resolution was unanimously adopted:

APPROVAL OF MINUTES AND RATIFICATIONS OF ACTIONS TAKEN AT THE December 9, 2016 DIRECTORS' MEETING OF THE STATEWIDE LOCAL DEVELOPMENT CORPORATION

RESOLVED, that the Minutes of the meeting of the Corporation held on December 9, 2016 as presented to the meeting, are hereby approved and all actions taken by the Directors present at such meeting, as set forth in such Minutes, are hereby in all respects ratified and approved as actions of the Corporation.

* * *

2

DRAFT - SUBJECT TO REVIEW AND REVISION

Acting Chair Younis then called on Jonathan Beyer to present the only item on the

Agenda, which relates to the creation of the Empire State New Market Corporation

Subsidiaries.

Mr. Beyer explained that the New Market Tax Credit program encourages investments

in low income communities by effectively reducing the borrowing or financing costs to the

borrower.

Mr. Beyer further explained that as part of implementing the New Markets Tax

Program, Empire State New Markets Corporation is required to create subsidiaries in advance,

which will each be project specific entities who will receive a sub allocation in tax credits.

Acting Chair Younis asked who would create the subs and if the subs will be listed and

shared with the Community Development Financial Institution Fund ("CDFI"), which is a division

of the U.S. Department of Treasury overseeing the program.

Mr. Beyer confirmed that the subs would be listed and shared with CDFI.

Following the full presentation, the Acting Chair asked for any questions or comments.

Hearing none, and upon motion duly made and seconded, the following resolution was

unanimously adopted:

3

DRAFT - SUBJECT TO REVIEW AND REVISION

STATEWIDE LOCAL DEVELOPMENT CORPORATION - Empire State New Market Corporation and New Markets Tax Credit Program - Authorization for Statewide Local Development Corporation to Temporarily Serve as a Member in Forming Empire State New Market Corporation Subsidiaries

WHEREAS, Empire State New Market Corporation, a New York corporation ("ESNMC"), has been certified by the Community Development Financial Institutions Fund (the "CDFI Fund") as a "qualified community development entity" (a "COE"), as such term is. defined in the Internal Revenue Code of 1986, as amended (the "Code"), the Treasury Regulations and the related guidance, and ESNMC intends to enter into that certain Allocation Agreement (the "Allocation Agreement") with the CDFI Fund in connection with an allocation of new markets tax credits under Section 450 of the Code ("NMTCs") in the amount of $55,000,000; and

WHEREAS, ESNMC intends to cause the formation of up to ten (10) subsidiary CDEs (individually, a "Subsidiary COE," and collectively, the "Subsidiary CDEs") for the purpose of receiving a sub-allocation of NMTCs from ESNMC and furthering ESNMC's purpose of serving and providing investment capital and capital assistance for, and to the benefit of, low income communities and low income persons within the State of New York; and

WHEREAS, the Corporation will serve as a member of each Subsidiary CDE until such time as an investor member is admitted to each Subsidiary CDE; and

WHEREAS, the board of directors has determined that serving as a member of each of the Subsidiary CDEs is in the best interests of the Corporation;

NOW, THEREFORE, BE IT:

RESOLVED, that the President, Secretary, Treasurer or any Vice President of the Corporation (each a "Principal Officer") be, and each of them hereby is, authorized, empowered and directed, either alone or in conjunction with any one or more of the other officers of the Corporation, to issue, execute and deliver, on behalf of the Corporation, the following agreements, documents and instruments, with such additional, modified or revised terms as may be acceptable to the officer executing the same, each such determination to be conclusively evidenced by his/her execution thereof and each such determination is hereby fully and completely approved and adopted as the valid action of and by the Corporation, ratified and approved in all respects by the board of directors of the Corporation:

the organizational documents required to be executed and filed in connection with the formation of the Subsidiary CDEs, including without limitation the Articles of Organization and the Operating Agreement for each Subsidiary COE (collectively, the "Principal Documents," and individually a "Principal Document"); and it is further

4

DRAFT - SUBJECT TO REVIEW AND REVISION

RESOLVED, that any Principal Officer of the Corporation be, and each of them hereby is, authorized, empowered and directed (either alone or in conjunction with any one or more of the other officers of the Corporation) to execute and deliver, on behalf of the Corporation, all other documents, agreements and instruments (collectively, the "Other Documents") contemplated by any Principal Document (the Principal Documents and the Other Documents (with such additional, modified or revised terms as may be acceptable to the officer executing the same, each such determination to be conclusively evidenced by his/her execution thereof and each such determination is hereby fully and completely approved and adopted as the valid action of and by the Corporation, ratified and approved in all respects by the board of directors of the Corporation) are hereinafter sometimes referred to collectively as the "Transaction Documents" and individually as a "Transaction Document"); and it is further

RESOLVED, that any Principal Officer of the Corporation be, and each of them hereby is, authorized, empowered and directed, for and on behalf of the Corporation, to consummate the transactions contemplated by each Transaction Document, and to perform, and cause to be performed by the Corporation, the obligations contained in such Transaction Documents, as required thereunder; and it is further

RESOLVED, that any Principal Officer of the Corporation be, and each of them hereby is, authorized, empowered and directed to take any and all action necessary to effectuate the purpose and intent of the foregoing resolutions, including, without limitation, (i) the execution and delivery on behalf of the Corporation all such other agreements, documents and instruments, and the performance by the Corporation thereunder, as each of them shall determine, in his/her exclusive and reasonable judgment, to be necessary, appropriate or advisable, and (ii) the consummation of the transactions contemplated hereby and the performance by the Corporation as required hereunder, as each of them shall determine, in his/her exclusive and reasonable judgment, to be necessary, appropriate or advisable, each such determination pursuant to the immediately preceding clauses (i) and (ii) to be conclusively evidenced by the taking of any such action by any officer of the Corporation and each such determination i.s hereby fully and completely approved and adopted as the valid action of and by the Corporation, ratified and approved in all respects by the board of directors of the Corporation; and it is further

RESOLVED, that all acts and deeds heretofore done by any officer of the Corporation for and on behalf of the Corporation in entering into, executing, acknowledging or attesting any of the Transaction Documents to which the Corporation is a party or performing any of the transactions contemplated thereby or in carrying out the terms and intentions of these resolutions, are hereby ratified, approved and confirmed in all respects.

* * *

5

DRAFT- SUBJECT TO REVIEW AND REVISION

There being no further business, the meeting was adjourned at 2:04 p.m.

Respectfully submitted,

Debbie Royce Acting Corporate Secretary

6

Item II. A.

A Subsidiary of Empire State Development

FOR CONSIDERATION April 5, 2017

TO:

FROM:

SUBJECT:

The Directors

Howard A. Zemsky

Mid-Hudson (Woodridge - Sullivan County) -JOA Loan to Sullivan County Fabrication, Inc.

REQUEST FOR: Authorization to Make a Loan with New York Job Development Authority Proceeds and Take Related Actions

JOA Loan Terms Borrower: Sullivan County Fabrication, Inc. Economic Region: Mid-Hudson Loan Amount Requested: $1,800,000 Rate: 4.11% (fixed) Term: 10 years Classification: IA+ Distressed Area: Yes Initial Payment: $18,318.37

· .. ·. •..... ·. .

< . .JOA Project B1.1dget (M&E) .·

Uses Sources

M&E purchase $3,155,544 100% JOA Loan* $1,800,000 57%

Equity $1,355,544 43%

Total Project Cost $3,155,544 Total Project Financing $3,155,544 *10-year term at 4.11% fixed apr with liens on M&E

Security: The JOA Loan shall be secured by a first lien and security interests on the machinery and equipment purchased with the M&E loan.

Guarantors: Repayment of the JOA Loan shall be guaranteed by Sullivan County Fabrication, Inc., Resnick Supermarket Equipment Corp., BRR Brothers Ill, LLC, and Supermarket Parts Warehouse, Inc. and the personal guarantees of Daniel Resnick and Richard Swift.

Statewide Local Development Corporation 633 Third Avenue, New York, NY 10017

www.esd.ny.qov

Existing Jobs: O

New Jobs Projected: 27 full-time by three years after loan disbursement

JDA Loan Amount per job: $66,667 Project Summary:

Borrower:

Contact:

Ownership:

20%.

35%.

Sullivan County Fabrication, Inc. 715 Glen Wild Rd, Building 4 Woodridge, NY 12789

Steve Vegliante, COO Phone:845-434-8200

Sullivan County Fabrication, Inc. is wholly-owned by Daniel Resnick.

The ownership structures of the three related companies are as follows: Resnick Supermarket Equipment Corp.: Daniel Resnick 80%, Richard Swift

Supermarket Parts Warehouse, Inc.: Daniel Resnick 65%, Richard Swift

BRR Brothers Ill, LLC: Daniel Resnick 100%.

Nature of Business: Production and sale of new and remanufactured supermarket parts, fixtures, and equipment.

This report concerns a proposed New York Job Development Authority ("JDA,,) loan for the amount of $1,800,000 (the "JDA Loan"). The JDA Loan will be used to take out a portion of a Machinery and Equipment Loan to be provided by the vendor for the acquisition of M&E located in Woodridge, New York. The total cost of the Machinery and Equipment Project is $3,155,544 (the "Project Cost").

Project Location: 715 Glen Wild Rd, Building 4, Woodridge, NY 12789

Project Completion: 2nd Quarter 2017

1} PROJECT OVERVIEW AND RECOMMENDATION

a) Background

Daniel "Butch" Resnick and Richard Swift own and operate two interlinked businesses: Resnick Supermarket Equipment (RSE) and Supermarket Parts Warehouse {SMPW), both based in the hamlet of Mountain Dale, in eastern Sullivan County. BRR Brothers Ill, LLC is another related entity created for the companies' real estate holdings. RSE has been in business for over 30 years, and SPMW for over 15 years. These ventures have grown into leading providers of

2

supermarket equipment and services in the New York metropolitan area, as well as a large portion of the United States and Canada. Mr. Resnick and Mr. Swift have extensive knowledge of the supermarket refrigeration and freezer case business, as well as years of financial management experience.

As both of these businesses grow and focus more on sales and customer service, the owners have decided to create a new venture, Sullivan County Fabrication ("SCF" or the "Company") to produce replacement shelving for supermarket and convenience store refrigerators and freezers. The Company's two central customers will be SMPW and RSE, and the linkage of the three entities is expected to bolster each business. Other customers are also being developed (including manufacturers of new refrigeration and freezer cases such as Hillphoenix, which already outsources some components and has expressed interest). SMPW will normally sell the shelves as replacements to the end user (supermarket chains, convenience store chains, independents, and service companies). RSE will include shelving from SCF in its re­manufactured refrigeration and freezer cases. The day to day operations of SCF will be controlled by an experienced team of metal manufacturing managers, while Butch Resnick and Richard Swift will act as senior management.

b) Project Description

The owners of RSE and SMPW are preparing to build and equip SCF to offset the growing costs and demand for replacement shelving in supermarkets. The Company will occupy approximately 25,000 square feet of manufacturing space at the 715 Glen Wild Road Campus in Woodridge NY. The proposed total project cost as it pertains to JOA will be $3,155,544 for the purchase of the necessary machinery & equipment. This will be comprised of a $1,800,000 JDA loan to take-out the high cost vendor financing, and $1,355,544 in equity (a portion of the equity will come from the refinancing of company real estate through Catskill Hudson Bank).

The demand for commercial refrigeration equipment in the United States is increasing rapidly due to the rising number of foodservice operators and food retailers, as well as growth in the average amount of floor space occupied by food retail outlets. As a result, annual demand is projected to exceed $8 billion by 2025, most of which will be comprised by repair and replacement of equipment already in use. The creation of Sullivan County Fabrication is precisely timed to respond to industry consolidation that threatens to increase the acquisition cost of supplies purchased by RSE and SMPW from other vendors by manufacturing many of these items internally.

Critical to the stability and sustainability of both RSE and SMPW is the availability of affordable steel shelves. They are a necessary component of the majority of the remanufactured equipment sold by RSE and are the largest product sold by SMPW. Currently these shelves are being purchased at ever increasing pricing and ever decreasing quality from a company based in Montreal. Efforts to locate a replacement source for shelving have not turned up a cost effective alternative. Without shelving, RSE cannot remanufacture their equipment at a cost which makes their product competitive and desirable to the end consumer as opposed to new

3

equipment. SMPW derives a majority of its revenue by offering shelving at a discounted price. Simply put, without cost effective shelving, the viability of both RSE and SMPW is in jeopardy, as are the over 100 jobs and tax revenue which flow from it.

Mr. Resnick decided that for the future of his companies, he would to build and operate a metal fabrication company which would initially build shelves for RSE and SMPW. By controlling the availability of shelving, it would insure the health and viability of both RSE and SMPW. Additionally, it will create, initially thirteen new, living wage manufacturing jobs. Natural projected growth has the company creating twenty seven living wage jobs by year three.

Building and site work renovations are substantially completed and have been paid for by company cash flow and equity. Machinery and equipment totaling $3.lSMM will initially be financed by Amada Corp. through vendor supplied financing. That financing is in the amount of 80% of the cost of the Amada equipment purchased at 6% for five years. At that cost and term, the payments will make the business model unprofitable and unsustainable over the term of that loan. The Company is looking for lower cost and longer-term JDA financing to have an affordable payment going forward. The total investment in this project is expected to be $8.9MM. ESD has awarded assistance to SCF in the form of a $300k grant and $375k in Excelsior tax credits.

SCF is located in a Rural Economic Area Partnership (REAP) Zone. REAP Zones are designated by the federal government to foster development in rural communities which often face starkly different challenges from those of impoverished urban and suburban communities. Some common defining features of REAP Zones include geographic isolation of communities separated by long distances, absence of large metropolitan centers, low density settlement patterns, stagnant or declining economies, historic dependence on agriculture, prolonged population loss/outmigration, and economic upheaval or economic distress. JOA involvement in this project will create opportunities for growth in a rural portion of Sullivan County. It is clear that this will be an important strategic investment for New York State.

As it stands, RSE and SMPW have 105 existing employees. The project will allow for the retention of these jobs as well as the creation of an additional 27 jobs at Sullivan County Fabrication over three years.

c) Conclusions

• Based on the IA+ rating, the guaranteeing Companies currently generate sufficient cash flow from operations to service all the projected project debt, and staff believes that both Companies are ·fiscally strong. The discounted liquidation value of the collateral will be more than the total value of the JDA loan.

• RSE and SMPW are financially strong with a history of being profitable and combined sales and EBITDA all increasing over the 3-year historical period. Based on projections provided for Sullivan County Fabrication, the new operation will

4

generate sufficient cash flow to service all the projected debt by the first full year of operations.

• With the approval of the project, JDA would facilitate the maintenance of 105 manufacturing jobs, as well as the creation of 27 new jobs over a three year period.

2} COVENANTS AND CONDITIONS

This JDA Loan is predicated upon the following financial conditions: • The Company must obtain firm ·commitments satisfactory to JOA from

responsible financial sources for the total project cost exclusive of any loan requested from JDA.

• The Company must provide evidence of the subject property that indicates a loan to cost not to exceed 90% at the time of closing.

• The Company must maintain a minimum debt service coverage ratio of 1.20 throughout the term of the loan.

• The Company must meet all other standard JDA requirements as follows: a. Completion of the Project to the satisfaction of JOA. b. Procurement by the Company of funds which shall be used at or

prior to the closing to pay the Project Cost, exclusive of the proceeds of the Loan.

c. Receipt by JDA of policies of insurance, including flood insurance if required, in amount, form and substance and issued by companies satisfactory to JOA.

d. Receipt by JDA of an itemized statement of Project Cost, satisfactory to JOA.

e. Receipt by JOA of financing documents of other lender(s) satisfactory to JOA.

f. Satisfaction of such other conditions as JOA, with advice of counsel, deems necessary or advisable to effectuate the Loan, secure the interest of JDA and insure compliance with the JDA Statute and applicable provisions of the Internal Revenue Code.

g. Execution of documents to permit monthly electronic debit of the Company's checking account to repay the Loan.

h. Compliance with ADDITIONAL REQUIREMENTS stipulated in all Schedules, Exhibits and Riders, attached hereto and made a part hereof.

i. Compliance with any other terms and conditions deemed to be necessary and appropriate in the opinion of the General Counsel of JDA.

j. The Company or the Company's owners will contribute at least 10% in equity to the Machinery and Equipment Project. Equity is defined as any non-debt source of capital and should be auditable

5

through the Company's financial statements or bank accounts, if so requested by JOA.

k. Subordination of any loans to the Company from those certain officers and members of the Company stipulated herein in a manner satisfactory to JOA.

I. The Company shall not enter into any agreement by which the terms of payment of any principal or interest under any other bank loan are waived, modified, deferred, delayed, increased or reduced in rate or amount, without the prior written consent of JOA.

m. All certifications and permits for the operating purposes of the Facility to be in full force and effect prior to closing the Loan.

3) ADDITIONAL MORTGAGE AND LIEN DETAILS

The M&E Loan will be secured by a first lien on the equipment purchased with the loan.

4) ENVIRONMENTAL REVIEW

ESD staff on behalf ofthe JOA has determined that the project constitutes a Type II action as defined by the New York State Environmental Quality Review Act ("SEQRA") and the

implementing regulations of the New York State Department of Environmental Conservation. No further environmental review is required in connection with the project.

5) NON-DISCRIMINATION AND CONTRACTOR & SUPPLIER DIVERSITY

Pursuant to New York State Executive Law Article 15-A, JOA recognizes its obligation under the law to promote opportunities for maximum feasible participation of NYS certified Minority and Women-owned Business Enterprises in the performance of the Authority's contracts. JOA's Non-Discrimination and Contractor & Supplier Diversity policy will apply to this initiative.

6) ADDITIONAL SUBMISSIONS

Resolution New York State Map

JOA Loan Underwriting Classification System Support Letters Diagrams and Photos

6

April 5, 2017

STATEWIDE LOCAL DEVELOPMENT CORPORATION - Mid-Hudson (Woodridge - Sullivan County) - JDA loan to Sullivan County Fabrication, Inc. - Authorization to Make a Machinery and Equipment loan with New York Job Development Authority Proceeds and Take Related Actions

RESOLVED, that the Chief Executive Officer of the Corporation or his designee(s) be, and each of them hereby is, authorized to make a New York Job Development Authority Machinery & Equipment loan for the benefit of Sullivan County Fabrication, Inc. for an amount not to exceed $1,800,000 for machinery and equipment or 60% of the total machinery and equipment acquisition project cost, whichever is less, for the purposes and substantially on the terms and conditions set forth in the materials presented at this meeting, with such changes as the Chief Executive Officer of the Corporation or his designee(s) may deem appropriate; and be it further

RESOLVED, that the Chief Executive Officer ofthe Corporation or his designee(s) be, subsequent to the making of the Loan, and each of them hereby is, authorized to take such actions and make such modifications to the terms of the Loan as he or she may deem appropriate in the administration of the loan; and be it further

RESOLVED, that the Chief Executive Officer of the Corporation, or his designee(s) be, and each of them hereby is, authorized in the name and on behalf of the Corporation to execute and deliver any and all documents and to take all actions as he or she may in his or her sole discretion consider to be necessary or proper to effectuate the foregoing resolutions; and be it further

RESOLVED, that the provision of financial assistance by the Corporation is expressly contingent upon: (1) the approval of the Public Authorities Control Board, as applicable, and (2) the receipt of all other necessary approvals.

* * *

7

WAUfAUOUA

Sullivan County Fabrication, Inc. Woodridge, NY - Mid-Hudson Region

Lake Ontario

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JOA Underwriting Classification Chart

Level I: Cash Flow Level II: Default Risk Level Ill: Collateral Value

Actual or Adjusted Debt Score of ~ 4 on the Liquid value of collateral +

I A Default Risk Model + adjusted value of personal Service Coverage~ 1.2:1

Low Risk guarantee ~ total loan value

Actual or Adjusted Debt Score of 3 on the Liquid value of collateral+

II Service Coverage< 1.2:1,

B Default Risk Model adjusted value of personal but with Projected Debt -Service Coverage~ 1.2:1

Moderate Risk guarantee <total loan value

c Score of ~ 2 on the Default Risk Model Higher Risk

9

Support Letters

March :!O, 2017

Mr. Rafod Salabcnios Economic Revitali1.a1ion

Communit~· Economic State

633 Third Avenue New \IY mo 17

Dear tvlr. Sulaberrios:

to support !he loon appHcation of Sullivan County FabrictHion. Inc 10 the New York Empire Development Job Development Amhorlly to st.eel shelvin~ for use in equipment.

will enable Rcsnkk Supermarket Corp. to better serve customers and and l<L'i revenue in Sullivan County. I have been a slrong advocate of initiatives lo bring opp-0rtuni1ics and resoum:s lo Sullivan County lo lmprnve !he e.:Ctnomy, heah!rcare and overall quillily t)flifo for its' re::>ideiits This manufacturing company. with the com in~ Moo1reig11 CHino wtll bring jobs and economic 10 Sullivan County.

s\1pport the lo~n application b)• Sullivan Fabriutioo, lni.: to esiablish a appn:cia!i::d.

company in Sulliv1m County. l'avorable consideration would be greatly

JJHlbac cc: Steven \lc1:1liim1e

S!m:crely,

JOHN J. BONACIC Stale Senator

10

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Dear Salaberrios:

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11

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Diagrams and Photos

12

13

Item Ill. A.

4 WYORK TEOF ORTUNITY.

A Subsidiary of Empire State Development

FOR INFORMATION April 5, 2017

TO: The Directors

FROM: Howard A. Zemsky

SUBJECT: New York Job Development Authority- Portfolio Summary

At present, the New York Job Development Authority's ("JOA") portfolio has an outstanding principal balance of approximately $25.5MM across 34 active projects, as outlined in the attached JOA Portfolio Summary. The 34 active projects are divided amongst two classes which are addressed separately below: standard commercial loans and "Capital Leases". The majority of the projects listed were funded through the sale of state guaranteed bonds and notes.

1) Capital Leases

A significant portion of JOA's current portfolio is comprised of a collection of Capital Leases. Throughout the course of the program's lifespan, JOA has acquired a portfolio of commercial properties, often through foreclosures that follow the uncured default of a given real estate loan. Whenever possible, JOA would seek to sell such properties in order to recoup funds from failing loans. However, during the downturn of the real estate market in the early 1990s, JOA was forced to seek an alternative option as these properties were not selling and would remain unutilized for years at a time.

In order to incentivize development and create positive cash-flow, the Capital Lease was introduced. In essence, JOA provided a purchase money mortgage and maintained ownership of the subject property throughout the repayment term to allow the purchaser to take advantage of JOA's tax exempt status. At the end of the repayment term (often 20 years) the property is transferred to the purchaser for a nominal fee and property-tax payments resume. At present, JOA's portfolio has 13 such projects, all of which remain in good standing (see attached Capital Lease Schedule. Due to the overall success of the current leases, JOA is seeking to extend the terms of a number of its Capital Lease projects. Such extensions represent a mutually-beneficial endeavor that aids NYS companies by limiting their tax liability, while allowing JOA to maintain a steady cash-flow for years to come.

2) Standard Commercial Loans

The JOA program was relatively dormant for a number of years, closing only a single loan over the course of roughly 7 years from 2006-2013. Since 2013, JOA team members successfully introduced new marketing initiatives and focused on utilizing the 10 ESD Regional offices as a primary source for potential JOA loans.

Statewide Local Development Corporation 633 Third Avenue, New York, NY 10017

www.esd.ny.gov

Since 2013 there have been 22 loans approved totaling $57,593,480. The enclosed JDA Activity Report details activity and successes.

• 17 loan authorizations totaling $32,393,480 have been executed by the borrowers. Total fee income generated by the Loan Authorizations has been $323,934 as of December 2016

• 6 loans have been closed totaling $12,984,180. To date those loans have generated

$414,268 in interest income.

• 3 loans have been withdrawn by the borrower totaling $9,500,000

JOA loans are utilized as take-out financing which could at times lead to an 18-24 month lag between board approval and closing. While JDA has experienced some issues with projects reaching completion in the past, JOA staff remains optimistic that projects that have been issued Loan Authorizations will close.

Staff is currently working on implementing the $10 million JDA Agriculture Loans to Lenders Program. We expect to have that program active shortly.

3) Additional Submissions

JDA Loan Balances Journal Report JDA Capital Lease Schedule JDA Portfolio Summary Spreadsheet (2013-2016)

2

LOAN BALANCES JOURNAL REPORT The New York Job Development Authority

ALL BALANCES AS OF: 3/17/2017

Loan Principal Trust Balances Unpaid Late Unpaid Unpaid Account Borrower Name Balance Reserve Impound Charges Charges Interest Total

500001070 Northern Soy, Inc. $57,440.02 $0.00 $0.00 $0.00 $0.00 $0.00 $57,440.02 500001090 Aarco Products, Inc. $240,037.18 $0.00 $0.00 $0.00 $0.00 $0.00 $240,037.18 500202040 Riverview Associates, Inc. $77,966.65 $0.00 $0.00 $0.00 $0.00 $0.00 $77,966.65 500202050 The Case Group, LLC $625,679.86 $0.00 $0.00 $0.00 $0.00 $0.00 $625,679.86 500202060 JB Partnership $131,817.16 $0.00 $0.00 $0.00 $0.00 $0.00 $131,817.16 500203020 KGI Realty, LLC $628,889.52 $0.00 $0.00 $0.00 $0.00 $0.00 $628,889.52 500203030 Omega Moulding Company, LTD $1,692,305.17 $0.00 $0.00 $0.00 $0.00 $0.00 $1,692,305.17 500301010 Hank's Photographic Services, Inc. $499,493.88 $0.00 $0.00 $0.00 $0.00 $0.00 $499,493.88 500303020 XLI Corporation $536, 152.62 $0.00 $0.00 $0.00 $0.00 $0.00 $536, 152.62 500502010 T.A. Morris Sons Inc. $919,617.67 $0.00 $0.00 $0.00 $0.00 $0.00 $919,617.67 500502020 Whitsons Islandia Properties, LLC $1,431,920.13 $0.00 $0.00 $0.00 $0.00 $0.00 $1,431,920.13 500503010 David's Drive Development, LLC $417,595.13 $0.00 $0.00 $0.00 $0.00 $0.00 $417,595.13 500503020 lnsula Dome Skylights, Inc. $197,688.04 $0.00 $0.00 $0.00 $0.00 $0.00 $197,688.04 501305660 Subzero Insulation and Refrig. Tee $570, 194.85 $0.00 $0.00 $0.00 $0.00 $0.00 $570, 194.85 501500330 MiLuc LLC $455,949.73 $0.00 $0.00 $0.00 $0.00 $0.00 $455,949.73 501501870 Merola Sales Company, Inc. $2,818,635.26 $0.00 $0.00 $0.00 $0.00 $0.00 $2,818,635.26 501603610 Love Beets Production, LLC $5, 189,277.72 $0.00 $0.00 $0.00 $0.00 $0.00 $5,189,277.72 501607930 Upstate Specialty Properties, LLC $2, 106,714.72 $0.00 $0.00 $0.00 $0.00 $0.00 $2,106,714.72 501609940 The Case Group, LLC $1,244,209.54 $0.00 $0.00 $0.00 $0.00 $0.00 $1,244,209.54 509303013 Sitco Development, Ltd. $716,893.28 $0.00 $0.00 $0.00 $0.00 $0.00 $716,893.28 528402112 Seaboard Aerospace Manufacturing, Inc. $149,730.21 $0.00 $0.00 $0.00 $0.00 $0.00 $149,730.21 558604102 United Salvage Associates, LLC $110,631.00 $0.00 $0.00 $0.00 $0.00 $0.00 $110,631.00 558604103 United Salvage Associates, LLC $34,944.58 $0.00 $0.00 $0.00 $0.00 $0.00 $34,944.58 558817821 Precision Properties, LLC $400,419.18 $0.00 $0.00 $0.00 $0.00 $0.00 $400,419.18 558817871 G & C Food Distributors & Brokers, Inc. $1,291,757.82 $0.00 $0.00 $0.00 $0.00 $0.00 $1,291,757.82 558902232 Teomax Properties, LLC $50,874.67 $0.00 $0.00 $0.00 $0.00 $0.00 $50,874.67 578702174 Y&K Real Estate, LLC $522,622.00 $0.00 $0.00 $0.00 $0.00 $0.00 $522,622.00 578703143 Kaymac, LLC $346,284.14 $0.00 $0.00 $0.00 $0.00 $0.00 $346,284.14 578704472 Package Fulfillment Center Inc. $78,596.88 $0.00 $0.00 $0.00 $0.00 $0.00 $78,596.88 578704473 Package Fulfillment Center Inc. $716,833.64 $0.00 $0.00 $0.00 $0.00 $0.00 $716,833.64 588802352 Gamma Buffalo Corp. $331,710.15 $0.00 $0.00 $0.00 $0.00 $0.00 $331,710.15 588802511 Elich Zelinger $7,500.00 $0.00 $0.00 $0.00 $0.00 $0.00 $7,500.00 609102092 Wayne-Paul Corporation $201,892.57 $0.00 $0.00 $0.00 $0.00 $0.00 $201,892.57 620001050 Landauer Hospital Supplfes, Inc. $712, 158.80 $18,454.50 $0.00 $0.00 $0.00 $0.00 $693,704.30

( 34) $25,514,433.77 $18,454.50 $0.00 $0.00 $0.00 $0.00 $25,495,979.27

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Account Number

509303013 528402112 558604102 558604103 558817821 558817871 558902232 578702174 578703143 578704472 578704473 588802352 609102092

New York Job Development Authority Capital Lease Schedule

Borrower Name Principal

Balance($)

Sitco Development, Ltd. 716,893.28 Seaboard Aerospace Manufacturing, Inc. 149,730.21 United Salvage Associates, LLC 107,796.92 United Salvage Associates, LLC 33,966.81 Precision Properties, LLC 400,419.18 G & C Food Distributors & Brokers, Inc. 1,291,757.82 Teomax Properties, LLC 50,874.67 Y&K Real Estate, LLC 522,622.00 Kaymac, LLC 346,284.14 Package Fulfillment Center Inc. 78,596.88 Package Fulfillment Center Inc. 709,041.97 Gamma Buffalo Corp. 331,710.15 Wayne-Paul Corporation 195,500.48

Totals: 4,935,194.51

Regular Maturity Note Payment($) Date Rate(%)

13,298.65 09/01/2022 7.00 6,047.33 05/31/2019 7.00 3,433.33 03/01/2020 6.50

977.77 03/01/2020 0.00 6,923.20 12/01/2022 6.25

33,333.33 01/01/2020 6.00 4,391.31 03/30/2018 8.00 5,074.00 10/31/2025 0.00 5,986.19 11/30/2022 6.25

- 11/01/2024 0.00 7,791.67 10/31/2024 0.00 6,115.83 07/01/2022 6.50 7,670.74 07/30/2019 7.60

101,043.35