RESOLUTION AUTHORIZING THE AMENDMENT OF THE FINANCING AGREEMENT DATED AS OF MAY 1, 1993 BETWEEN THE COUNTY AND THE VIRGINIA RESOURCES AUTHORITY EXECUTED IN CONNECTION WITH THE ISSUANCE OF THE COUNTY OF FAUQUIER, VIRGINIA SOLID WASTE MANAGEMENT SYSTEM REVENUE BONDS, SERIES OF 1993


          WHEREAS, the County of Fauquier, Virginia (the "County") is a political subdivision of the Commonwealth of Virginia;

          WHEREAS, on May 26, 1993, the Virginia Resources Authority ("VRA") issued its $5,350,000 Solid Waste Disposal System Revenue Bonds, 1993 Series A (the "Refunded VRA Bonds") pursuant to an Indenture of Trust, dated as of May 1, 1993 (the "Prior Indenture") between VRA and SunTrust Bank (as successor to Signet Trust Company), as trustee (the "Prior Trustee");

          WHEREAS, VRA used a portion of the proceeds of the Refunded VRA Bonds to acquire from the County its Solid Waste Management System Revenue Bonds, Series of 1993 (the "Local Bonds") in the original principal amount of $4,880,000, all pursuant to a Financing Agreement dated as of May 1, 1993 (the "Financing Agreement") between the County and VRA;

          WHEREAS, VRA intends to issue up to $46,000,000 of its Infrastructure Revenue Bonds (Pooled Loan Bond Program), Series 2002B (the "Series 2002B VRA Bonds"), and to use a portion of the proceeds thereof to refund, defease and redeem the Refunded VRA Bonds pursuant to a Master Indenture of Trust dated as of March 1, 2000, as previously supplemented and amended and as further supplemented by a Sixth Supplemental Indenture of Trust dated as of October 15, 2002 (the "Indenture") between VRA and Wachovia Bank, National Association, as trustee (the "Trustee");

          WHEREAS, the refunding of the Refunded VRA Bonds and the issuance of the Series 2002B VRA Bonds is expected to result in considerable debt service savings to the County;

          WHEREAS, in connection with the issuance of the Series 2002B VRA Bonds, the Local Bonds will be transferred from the Prior Trustee to the Trustee on behalf of VRA;

          WHEREAS, a draft of an Amendment Agreement (the "Amendment Agreement") between VRA and the County, which provides, among other things, for the amendment and waiver of certain provisions of the Financing Agreement, the transfer of the Local Bonds to the Trustee and the reduction in debt service payments thereunder, has been presented at this meeting;

          WHEREAS, a form of an Allonge (the "Allonge"), which shall be attached to each outstanding Local Bond, evidencing the amendment of certain terms and the reduction in debt service payments of the Local Bonds, has been presented at this meeting;

          WHEREAS, it appears to be in the best interests of the County and the residents of its service areas to amend the Financing Agreement as set forth in the Amendment Agreement ;

          NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE COUNTY OF FAUQUIER, VIRGINIA:

          1.                  Authorization of Amendment Agreement and Form of Allonge.  The Board of Supervisors of the County (the "Board") determines that it is in the best interest of the County to execute and deliver the Amendment Agreement and an Allonge for each outstanding Local Bond.  The County authorizes the execution and delivery of the Amendment Agreement, provided that the resulting debt service on the Local Bonds from such amendments will result in a present debt service savings of at least 5.00%.

          2.                  Approval of Amendment Agreement.  The form of the Amendment Agreement submitted to this meeting is approved.  The Chairman and Vice-Chairman of the Board, either of whom may act, are authorized to execute the Amendment Agreement in substantially such form, with such completions, omissions, insertions and changes not inconsistent with this Resolution as may be approved by the Chairman or Vice-Chairman, whose approval shall be evidenced conclusively by the execution and delivery thereof.  All capitalized terms used but not otherwise defined herein shall have the same meaning as set forth in the Amendment Agreement.

          3.                  Execution of Allonges.  The form of the Allonge submitted to this meeting is hereby approved.  The Chairman and Vice-Chairman of the Board, either of whom may act, are hereby authorized and directed to execute and deliver an Allonge in substantially such form with respect to each Local Bond then outstanding to reflect the same amended terms, as appropriate, as contained in the Amendment Agreement, together with such other completions, omissions, insertions and changes not inconsistent with this Resolution and the Amendment Agreement as may be approved by the Chairman or Vice-Chairman, whose approval shall be evidenced conclusively by the execution and delivery thereof.  The Clerk of the Board is hereby authorized to countersign each Allonge and affix the seal of the County thereon.

          4.                  Transfer and Waiver of Redemption Provisions of Local Bonds.  The County agrees and consents to the defeasance and redemption of the Refunded VRA Bonds, the termination of the Prior Indenture and the transfer of the Local Bonds from the Prior Trustee to the Trustee.  The County agrees to waive any right to optional redemption of the Local Bonds to the extent necessary to conform with the requirements of the Amendment Agreement.

          5.                  Arbitrage Covenants.  As provided in the Financing Agreement, the County covenants that it shall not take or omit to take any action the taking or omission of which will cause the Local Bonds to be "arbitrage bonds," within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended, including regulations applicable to the Local Bonds  (the "Code"), or otherwise cause interest on the Local Bonds to be includable in the gross income for federal income tax purposes of the registered owners thereof under existing law.  Without limiting the generality of the foregoing, the County shall comply with any provision of law that may require the County at any time to rebate to the United States any part of the earnings derived from the investment of the gross proceeds of the Local Bonds, unless the County receives an opinion of nationally recognized bond counsel that such compliance is not required to prevent interest on the Local Bonds from being included in the gross income for federal income tax purposes of the registered owners thereof under existing law.

          6.                  Other Actions.  All other actions of officers of the County in conformity with the purposes and intent of this Resolution and in furtherance of the execution and delivery of the Amendment Agreement and the Allonges are ratified, approved and confirmed.  The officers of the County are authorized and directed to execute and deliver all certificates and other instruments, including, but not limited to, an IRS Form 8038-G, considered necessary or desirable in connection with the execution and delivery of the Amendment Agreement and the Allonges pursuant to this Resolution.

          7.                  Effective Date.  This Resolution shall become effective immediately.  The County Attorney is hereby authorized and directed to file a certified copy of this Resolution in the office of the County and with the Clerk of the Circuit Court of the County.