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PROPOSED RESOLUTION

AUTHORIZATION TO EXTEND GROUND LEASE


WITH RIVERCROSS TENANTS CORP.
AND ENTER INTO RELATED AGREEMENTS
____________________________________________________________________
Roosevelt Island WHEREAS, “Rivercross Tenants Corp.”
Operating Corporation
of the State of New York
(“Rivercross”), is the lessee under a Ground Lease, from
591 Main Street the New York State Urban Development Corporation (“UDC”),
Roosevelt Island, NY 10044
(212) 832-4540 as amended and restated November 30, 1977 (the “Ground
rioc.ny.gov Lease”); and
Andrew M. Cuomo
Governor WHEREAS, UDC's interest in the Ground Lease has
been assigned to RIOC; and
Leslie Torres
President
Chief Executive Officer WHEREAS, Rivercross wishes to refinance the
mortgage on its property in order to raise funds for
Fernando Martinez
Vice President necessary capital improvements and to keep the project in
Operations the Mitchell-Lama program, and, in order to do so, needs
Kenneth A. Leitner to extend the term of the Ground Lease, which currently
Vice President
General Counsel
expires in 2028; and
Steven Chironis WHEREAS, by resolution of the Board of Directors
Vice President
Chief Financial Officer
of RIOC dated December 15, 2010, the President of RIOC
was authorized and directed to take such steps to
Board of Directors
Brian Lawlor negotiate an appropriate amendment and extension of the
Chairperson Ground Lease on terms mutually satisfactory to both
Fay Fryer Christian
Katherine Teets Grimm parties, and in compliance with the terms of the Public
Jonathan Kalkin Authorities Law, and to cause an explanatory statement of
David Kraut
Robert L. Megna the proposed transaction to be prepared and transmitted
Howard Polivy to those parties entitled to receive same under the
Michael Shinozaki
Margaret Smith Public Authorities Law; and
WHEREAS, an explanatory statement was forwarded
to such parties on December 17, 2010; and
WHEREAS, in conjunction with the extension of the
Ground Lease, the parties also intend to: (i) extend the
term of the sublease to RIOC of the commercial space in
the building (the "Sublease"), (ii) provide for the
continued payment of the Public Service Safety Fee during
the extended term, and (iii) provide for the
reimbursement to RIOC of the expenses it will incur in
connection with these transactions; and

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WHEREAS, RIOC's real estate advisor, Jones Lang LaSalle,
prepared a (i) term sheet dated January 16, 2011 setting forth
the terms of the above-referenced agreements, a copy of which is
annexed to this Resolution, and (ii) a memorandum dated January
16, 2011 in support of this transaction, which was distributed
to the members of the Board of Directors of RIOC; and
WHEREAS, RIOC obtained an appraisal for this transaction,
a copy of which has been distributed to the members of the Board
of Directors of RIOC;
NOW, THEREFORE THE BOARD OF DIRECTORS FINDS AND RESOLVES
AS FOLLOWS:
RESOLVED, that the Board finds as follows:
1. that the extension of the term of the Ground Lease
is necessary in order to allow Rivercross to
refinance its existing mortgage in order to take
advantage of the low interest rates currently
available in the market, while still remaining in
the Mitchell-Lama program, thereby enhancing
affordability for all its residents;
2. The proceeds of the refinancing will permit
Rivercross to perform major capital improvements to
the 35 year old building, including many
improvements which will increase energy efficiency,
resulting to further cost efficiencies;
3. The result of these actions will help RIOC maintain
high quality, affordable housing stock on Roosevelt
Island, which is within the mission and statutory
purposes of RIOC;
4. Since Rivercross has a leasehold interest in the
Property, there is no reasonable alternative to this
transaction which would achieve the same purpose;

and be it further
RESOLVED, that the President of RIOC be, and she hereby
is, authorized and directed to negotiate and enter into, in
compliance with the terms of the Public Authorities Law, an
appropriate amendment and extension of the Ground Lease, an
amendment and extension of the Sublease of the commercial space,
an agreement regarding payment of the Public Safety Service Fee
during the extended term, and a reimbursement agreement, all
substantially on the terms and conditions set forth in the
attached term sheet; and be it further

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RESOLVED, that the President/Chief Executive Officer or
her designee be, and she hereby is, authorized and directed to
take such further actions and execute such further documents as
are necessary or desirable to effectuate the foregoing; and be
it further
RESOLVED, that these resolutions shall take effect
immediately.

6720898.2

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