IDENTIFYING A CERTAIN ECONOMIC DEVELOPMENT PROJECT TO BE LOCATED AND CONSTRUCTED IN NEWBERRY COUNTY, SOUTH CAROLINA BY NASMYTH PRECISION PRODUCTS, INC., AND AUTHORIZING A FEE AGREEMENT BY AND BETWEEN NASMYTH PRECISION PRODUCTS, INC. AND NEWBERRY COUNTY, SOUTH CAROLINA WHEREBY, UNDER CERTAIN CONDITIONS, NEWBERRY COUNTY WILL PROVIDE CERTAIN ECONOMIC DEVELOPMENT INDUCEMENTS TO NASMYTH PRECISION PRODUCTS, INC. TO INDUCE NASMYTH PRECISION PRODUCTS, INC. TO LOCATE AN INDUSTRIAL PROJECT IN NEWBERRY COUNTY, SOUTH CAROLINA.

WHEREAS, Newberry County, South Carolina (the "County"), acting by and through its County Council (the "County Council"), is authorized and empowered under and pursuant to the provisions of the South Carolina Constitution (the "Constitution") and the Code of Laws of South Carolina, 1976, as amended, (the "Code") and the case law of the courts of the State of South Carolina, to offer and provide certain privileges, benefits, and incentives to prospective industries as inducements for economic development within the County; is authorized and empowered under and pursuant to the provisions of Title 12, Chapter 44 of the Code, as amended, also known as the Fee in Lieu of Tax Simplification Act (the "Act"), to acquire, or cause to be acquired, properties (which such properties constitute "projects" as defined in the Act) and to enter into agreements with any industry to construct, operate, maintain and improve such projects; to enter into or allow financing agreements with respect to such projects; and, to accept any grants for such projects through which powers the industrial development of the State of South Carolina (the "State") will be promoted and trade developed by inducing manufacturing and commercial enterprises to locate and remain in the State and thus utilize and employ the manpower, agricultural products and natural resources of the State and benefit the general public welfare of the County by providing services, employment, recreation, or other public benefits not otherwise provided locally that provide for the exemption of such project from property taxes and provide for the payment of a fee in lieu of property taxes (a “fee agreement” as defined in the Act); and

WHEREAS, the County recently purchased a tract of land within its boundaries and located at Interstate Highway 26 and South Carolina Highway 773 which it intends to develop as a Class A industrial park (the “Park”); and

WHEREAS, Nasmyth Precision Products, Inc., a corporation organized under the laws of the State of South Carolina (the "Company"), proposes to locate and construct within the County an engineering, manufacturing, and corporate headquarters facility (the “Project”) to be temporarily located within the County at one or more locations and, thereafter, to be permanently located within the Park, which will result in the creation of new jobs and the addition of new investment in the County; and

WHEREAS, the County has determined that the Project would directly and substantially benefit the general public welfare of the County by providing the creation of jobs and employment, the increase of ad valorem tax base, service, employment, or other public benefits not otherwise provided locally; that the Project gives rise to no pecuniary liability of the County or incorporated municipality or a charge against the general credit or taxing power of either; that the purposes to be accomplished by the Project, i.e., economic development, creation of jobs, and addition to the tax base of the County, are proper governmental and public purposes; that the inducement of the location of the Project within the County and State is of paramount importance; and that the benefits of the Project will be greater than the costs; and

WHEREAS, the County has determined on the basis of the information supplied to it by the Company that the Project would be a "project" as that term is defined in the Act and that the Project would subserve the purposes of the Act; and

WHEREAS, the County Council of the County (the "County Council"), having heard the particulars of the Project, wishes to reflect and identify the Project for purposes of § 4-12-30(I), and other relevant provisions, of the Act; and

WHEREAS, the County Council, having identified the Project, further agrees to favorably consider granting the Company options to purchase certain land located within the Park comprising a total of approximately 30 acres (the “Land”); a fee-in-lieu-of-tax arrangement for a period of twenty (20) years, with an extended ten-year investment period, an assessment ratio of 6%, and a fixed millage rate of 387 mils; a Special Source Revenue/Infrastructure Investment Credits for reimbursement of the costs of the Land and for additional investments; and to include the Project within a joint county industrial or business park established by the County under South Carolina law.

NOW, THEREFORE, BE IT RESOLVED, by the County Council of Newberry County, South Carolina (the “County Council”) as follows:

Section 1. Identification of Project. The Project, on the terms and conditions set forth on the record and as heard by the County Council, is hereby reflected and identified for purposes of the Act; and

Section 2. Fee-in-Lieu-of-Tax Arrangement. The County shall favorably consider granting the Company an option to purchase the Land; a fee-in-lieu-of-tax arrangement for a period of twenty (20) years, with an extended ten-year investment period, an assessment ratio of 6%, and a fixed millage rate of 387 mils; and Special Source Revenue/Infrastructure Investment Credits for reimbursement of the costs of the Land and for additional investments.

Section 3. Fee Agreement. The provisions, terms, and conditions of a fee agreement (the “Fee Agreement”), under and pursuant to the Act by and between the County and the Company, shall be prescribed and authorized by subsequent ordinance of the County Council which shall be consistent with the terms of this Resolution.

Section 4. Execution of Document. The Chairman of the County Council and the County Administrator are hereby authorized and directed to execute the Fee Agreement in the name of and on behalf of the County, and the Clerk to the County Council is hereby authorized and directed to attest the same; and the County Administrator is hereby further authorized and directed to deliver the executed Fee Agreement to the Company. The Fee Agreement is to be in substantially the form now before this meeting and hereby approved, or with such changes therein as shall be approved by the Chairman of the County Council (with advice from the County's Attorney), the execution thereof to constitute conclusive evidence of approval of any and all changes or revisions therein from the form of Fee Agreement.

Section 5. Procedural Requirements. Pursuant to the Fee Agreement, the County Council will comply with the provisions of the Home Rule Act and the Code and Constitution regarding the procedural requirements for adopting all required ordinances and resolutions.

Section 6. Effectiveness of Resolution. All orders, resolutions, and parts thereof in conflict herewith are, to the extent of such conflict, hereby repealed. This resolution shall take effect and be in full force from and after its passage by the County Council.

Section 7. Official Action. It is the intention of the County Council that this Resolution and the Fee Agreement attached hereto, the content, terms, and provisions of which are hereby incorporated by reference herein as fully as set forth verbatim, shall constitute an official action on the part of the County within the meaning of any statute or other legislative enactment relating to the provision of incentives including, without limitation, the approval of a fee-in-lieu-of-tax agreement for the inducement of economic development projects.

Adopted in meeting duly assembled this 5^th day of September, 2007.

NEWBERRY COUNTY, SOUTH CAROLINA

By: _________________________________

Henry B. Summer, Chairman, County Council of Newberry County, South Carolina

By: _________________________________

Wayne Adams, Administrator, Newberry County, South Carolina

(SEAL)

ATTEST:

By: _________________________________

Susan C. Fellers, Clerk to County

Council of Newberry County,

South Carolina

STATE OF SOUTH CAROLINA )

) CERTIFIED COPY OF RESOLUTION

COUNTY OF NEWBERRY )

I, the undersigned, hereby certify that I am the duly appointed and acting Clerk to County Council of Newberry County, South Carolina (the "County"), and as such official I further certify that attached hereto is a true and correct copy of a Resolution to commit the County to a Fee-in-Lieu-of-Tax transaction under the Fee in Lieu of Tax Simplification Act with Nasmyth Precision Products, Inc., adopted by the County Council at a meeting duly called and held on September 5, 2007, at which a quorum was present and acting throughout, which Resolution has been compared by me with the original thereof, and that such copy is a true, correct and complete copy thereof, and that such Resolution has been duly adopted and has not been modified, amended or repealed and is in full force and effect on and as of the date hereof in the form attached hereto.

Witness my official signature this 5^th day of September, 2007.

______________________________

Susan C. Fellers, Clerk to County Council, Newberry County, South Carolina