RESOLUTION

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE

COUNTY OF FAUQUIER, VIRGINIA

APPROVING THE ISSUANCE OF BONDS BY

THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE

COUNTY OF FAUQUIER, VIRGINIA

FOR THE BENEFIT OF SUPERIOR PAVING CORP.

          WHEREAS, the Industrial Development Authority of the County of Fauquier, Virginia (the "Authority") has considered the application of Superior Paving Corp. (the "Applicant") requesting the issuance of the Authority's revenue bonds in an amount not to exceed $5,750,000 (the "Bonds") to assist in the financing of the Applicant’s (i) acquisition, renovation, construction and equipping of its approximately 48,000 square foot asphalt plant located at 5480 Afton Lane, Warrenton (Fauquier County), Virginia 20186 and (ii) the purchase of a loader for its plant located at 11611 Luck Stone Lane, Bealeton (Fauquier County), Virginia 22172. (the “Project”), and has held a public hearing on  May 17, 2007;

          WHEREAS, Section 147(f) of the Internal Revenue Code of 1986, as amended (the "Code"), provides that the governmental unit having jurisdiction over the issuer of private activity bonds and over the area in which any facility financed with the proceeds of private activity bonds is located must approve the issuance of such bonds;

          WHEREAS, the Authority issues its bonds on behalf of the County of Fauquier, Virginia (the "County"), the Project is to be located in the County and the Board of Supervisors of the County (the "Board") constitutes the highest elected governmental unit of the County;

          WHEREAS, the Authority has recommended that the Board approve the issuance of the Bonds; and

          WHEREAS, a copy of the Authority's resolution approving the issuance of the Bonds, subject to the terms to be agreed upon, a certificate of the public hearing held in connection therewith and a Fiscal Impact Statement have been filed with the Board; now, therefore, be it

          RESOLVED by the Board of Supervisors of the County of Fauquier, Virginia this 14th day of June, 2007, that the Board approves the issuance of the Bonds by the Authority for the benefit of the Applicant, as required by Section 147(f) of the Code and Section l5.2-4906 of the Code of Virginia of 1950, as amended (the "Virginia Code"), to permit the Authority to assist in the financing of the Project;

          RESOLVED FURTHER, that the approval of the issuance of the Bonds does not constitute an endorsement to a prospective purchaser of the Bonds of the creditworthiness of the Project or the Applicant; and

          RESOLVED FINALLY that this resolution shall take effect immediately upon its adoption.

          Adopted by the Board of Supervisors of the County of Fauquier, Virginia this 14th day of June, 2007.

__________________________________________

Clerk, Board of Supervisors of

The County of Fauquier, Virginia

[SEAL]

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