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 WAKEFIELD SCHOOL, INC.

WHEREAS, the Industrial Development Authority of the County of Fauquier, Virginia (the "Authority") has considered the application of Wakefield School, Inc. (the "School") requesting the issuance of the Authority's revenue bonds in one or more series at one time or from time to time in an amount not to exceed $12,000,000 (the "Bonds") pursuant to the School's plan of financing to assist in the refunding of the existing revenue bonds (the "Prior Bonds") of the Authority previously issued for the benefit of the School and the financing and refinancing of the School's acquisition, construction, renovation and equipping of certain facilities for use as academic or administration buildings or other structures or applications customary to an elementary and secondary school campus (the "Project") located or to be located at 4439 Old Tavern Road, The Plains, in the County of Fauquier, Virginia (the "County"), and has held a public hearing with respect to the Project and the School’s plan of financing on August 5, 2003; and

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; and

WHEREAS, the Authority issues its revenue bonds on behalf of the County, the Project is 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 the School’s plan of financing; and

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

RESOLVED by the Fauquier County Board of Supervisors this 18th day of August 2003, That the Board approves the issuance of the Bonds by the Authority for the benefit of the School pursuant to the School’s plan of financing 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 refunding of the Prior Bonds and the financing and refinancing of the Project; and, be it

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 School; and, be it

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 18^th day of August 2003.

                                                                        __________________________________________
Clerk, Board of Supervisors of
The County of Fauquier , Virginia

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