CERTIFICATE

The undersigned Secretary of the Industrial Development Authority of Albemarle County, Virginia ("Authority") certifies as follows:

1.                  A meeting of the Authority was duly called and held on March 11, 2008, at 4:00 o'clock p.m. in the Fourth Floor Conference Room of the County Office Building, 401 McIntire Road, Charlottesville, Virginia, pursuant to proper notice given to each Director of the Authority before such meeting.  The meeting was open to the public.  The time of the meeting and the place at which the meeting was held provided a reasonable opportunity for persons of differing views to appear and be heard. 

2.                  The Chairman announced the commencement of a public hearing on the application of The Covenant School, Inc. and that a notice of the hearing was published once a week for two successive weeks in a newspaper having general circulation in the County of Albemarle, Virginia ("Notice"), with the second publication appearing not less than seven days nor more than twenty-one days prior to the hearing date.  A copy of the Notice has been filed with the minutes of the Authority and is attached as Exhibit A.

3.                  A summary of the statements made at the public hearing is attached as Exhibit B.

4.                  Attached as Exhibit C is a true, correct and complete copy of a resolution ("Resolution") adopted at such meeting of the Authority by a majority of the Directors present at such meeting.  The Resolution constitutes all formal action taken by the Authority at such meeting relating to matters referred to in the Resolution.  The Resolution has not been repealed, revoked, rescinded or amended and is in full force and effect on this date.

 

WITNESS my hand and the seal of the Authority, this 11th day of March 2008.

 

[SEAL]

 

 

Exhibits:

A - Copy of Certified Notice

B - Summary of Statements

C - Inducement Resolution

RESOLUTION OF THE INDUSTRIAL DEVELOPMENT AUTHORITY
OF ALBEMARLE COUNTY, VIRGINIA
AUTHORIZING THE ISSUANCE OF  UP TO $17,250,000
REVENUE BONDS FOR THE PURPOSE OF
THE COVENANT SCHOOL, INC.

WHEREAS, the Industrial Development Authority of Albemarle County, Virginia, a political subdivision of the Commonwealth of Virginia (the "Authority"), is empowered by the Industrial Development and Revenue Bond Act, Chapter 49, Title 15.2, Code of Virginia of 1950, as amended (the "Act"), to issue its revenue bonds in one or more series from time to time to promote the welfare of the inhabitants of the Commonwealth of Virginia by assisting organizations which are described in §501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code") and which are exempt from federal income taxation pursuant to §501(a) of the Code, and is further empowered to issue revenue bonds for the purpose of carrying out its powers;

WHEREAS, the Authority has received a request from The Covenant School, Inc., (the "School") located in Albemarle County, Virginia, requesting that the Authority issue its revenue bonds to assist in (1) refunding all or a portion of the outstanding principal amount of the Authority's Educational Facilities Revenue Bonds (The Covenant School, Inc.), Series 2001, (2) financing or refinancing routine capital expenditures to be located at one or both of the School's campuses, and (3) paying financing and issuance costs related thereto (collectively, the "Project"), through the issuance by the Authority of its bonds;

WHEREAS, such assistance will benefit the inhabitants of the County of Albemarle, Virginia and the Commonwealth of Virginia;

WHEREAS, preliminary plans for the Project have been described to the Authority and a public hearing has been held as required by Section 147(f) of the Internal Revenue Code of 1986, as amended, (the "Code") and Section 15.2-4906 of the Act;

WHEREAS, the School has represented that the estimated cost of the Project and all expenses of issue will require an issue of revenue bonds in the aggregate principal amount not to exceed $17,250,000;

WHEREAS, (a) no member of the Board of Directors of the Authority is an officer or employee of the County of Albemarle, Virginia, (b) each member has, before entering upon his duties during his or her present term of office, taken and subscribed to the oath prescribed by Section 49-1 of the Code of Virginia of 1950, as amended and (c) at the time of their appointments and at all times thereafter, including the date hereof, all of the members of the Board of Directors of the Authority have satisfied the residency requirements of the Act; and

NOW, THEREFORE, BE IT RESOLVED BY THE INDUSTRIAL DEVELOPMENT AUTHORITY OF ALBEMARLE COUNTY, VIRGINIA:

1.                  It is hereby found and determined that the Project will be in the public interest and will promote the commerce, safety, health, welfare, convenience or prosperity of the Commonwealth of Virginia, the County of Albemarle, and their citizens.

2.                  The Authority hereby agrees to assist the School by undertaking the issuance of its revenue bonds in an amount not to exceed $17,250,000 upon terms and conditions mutually agreeable to the Authority and the School.  The bonds will be issued pursuant to documents satisfactory to the Authority.  The bonds may be issued in one or more series at one time or from time to time.

3.                  It having been represented to the Authority that it is necessary to proceed immediately with the Project, and the planning therefor, the Authority agrees that the School may proceed with plans for the Project, and take such other steps as it may deem appropriate in connection with the Project, provided, however, that nothing in this resolution shall be deemed to authorize the School to obligate the Authority without its consent in each instance to the payment of any moneys or the performance of any acts in connection with the Project.  The Authority agrees that the School may be reimbursed from the proceeds of the bonds for all expenditures and costs so incurred by it, provided such expenditures and costs are properly reimbursable under the Act and applicable federal laws.

4.                  At the request of the School, the Authority approves McGuireWoods LLP, Richmond, Virginia, as Bond Counsel in connection with the issuance of the bonds.

5.                  All costs and expenses in connection with the Project, including the fees and expenses of Bond Counsel and Authority Counsel, shall be paid by School, to the extent permitted by applicable law, from the proceeds of the bonds.  If for any reason such bonds are not issued, it is understood that all such expenses shall be paid by the School and that the Authority shall have no responsibility therefor.

6.                  In adopting this resolution the Authority intends to take "official action" toward the issuance of the bonds and to evidence its "official intent" to reimburse from the proceeds of the bonds any expenditures paid by the School before the issuance of the bonds, all within the meaning of regulations issued by the Internal Revenue Service pursuant to Sections 103 and 141 through 150 and related sections of the Code.

7.                  The Authority recommends that the Board of Supervisors of the County of Albemarle, Virginia, approve the issuance of the bonds

8.                  This resolution shall take effect immediately upon its adoption