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<br />the City ofMartinsville, Virginia and Chapter 26, Title 15.2 of the Code of Virginia of 1950, as
<br />amended. the same being the Public Finance Act, and the Ordinances duly adopted under said
<br />Chapter by the City Council on June 13,2005 and July 12.2005 (tocetbcr, tbe "Ordlnaace"),
<br />the Financing Agreement between the City and Patrick Henry National Bank dated as of July 15,
<br />2005 (tbc "Fla..eia, Agreement") and the Note and Bond Purchase Agreement between the
<br />City and Patrick Henry National Bank dated as of July 15, 2005.
<br />
<br />Ordinance may be amended or supplemented Without the consent of the holderoflhis Bond and
<br />upon which it may be mlended only with the Consent of the holderoflhe Bond affccled thereby;
<br />the rights and remedies of the holder herrofwith respect hereto; the righls, duties and obligations
<br />of the City; the provisions di.schMging the Ordinance as to this Bond and {or the olher terms and
<br />provisions of the Ordinance.
<br />
<br />This Bond shall bear interest from the dale on which this Bond is authenticated. Interest
<br />on this Bond shall be computed on the buis of 3O-day months and a 360-day year.
<br />
<br />This Bond shall not be valid or obligatory for any purpose unless the certificate of
<br />authentication hereon has been duly executed by Ihe Registrar and the date of authentication
<br />inserted hereon.
<br />
<br />This Bond is tnnsferable only upon the registration boob kept at the office of the
<br />Registrar by the regisler<d bolder hereof, or by his duly authorized al1omey, upon SWTCllder of
<br />t1Us Bond (together wilh a written instrument of tnnsfer, satis6octory in fonn to the Registrar,
<br />duly exccoted by the regisler<d bolder or his duly autborized al1omey, wbich may be the form
<br />endoned bereoo) and subject to the limilations and upon payment oftbe charges, if any, as
<br />provided in the OnIinance. and themJpon as provided in the Ordinance a new Bond. in the
<br />aggregate principal amount and of the same series. interest rate and maturity as the Bond
<br />sllrmldered. shall be issued in exchange therefor. The City and the Registrar shall deem and
<br />treat the person in whose name this Bond is registered as the absolute owner hereof for the
<br />purpose of receiving payment of, or on account of, the principal hereof and interest due hereon
<br />and for all other purposes whatsoever.
<br />
<br />IN \VITNESS WHEREOF, the City of Martinsville, Virginia, by its City Council has
<br />caused (his Bond 10 be signed by the Mayor and alteslcd by the Clerk ofsatd COWlCil, by their
<br />manual or facsimile signatures, and ils seal 10 be impressed or imprinted hereon, and this Bond to
<br />be dated as set forth above.
<br />
<br />(SEAL)
<br />
<br />Clerk of the City Council
<br />
<br />Mayoroflhe City of Martins vi lie
<br />
<br />The Bond is subject to prepayment or redemption prior to maturity allhe option of the
<br />City Council at any time. tn whole or in part, at a redemption price equal to 1<X>-1o of the
<br />principaJ amount of Bond to be redeemed, plus interest accrued to the redemption date. The
<br />records of the Holder hereof shall be prima facie evidence oflbe amount of principal and interest
<br />owed hereunder.
<br />
<br />CERTIFICATE OF AUTHENTICATION
<br />
<br />This Bond is Ihe Bond described in the within~menlioned Ordinance.
<br />
<br />REGISTRAR - CITY OF MARTlNSVILLE
<br />TREASURER
<br />
<br />THIS BOND IS A GENERAL OBLIGATION OF TIlE CITY FOR THE
<br />PAYMENT OF WHICH THE CITY'S FULL FAITH AND CREDIT ARE
<br />IRREVOCABLY PLEDGED. THE CITY COUNCIL IS AUTHORIZED AND
<br />REQUIRED TO LEVY AND COLLECT ANNUALLY AT THE SAME TIME AND IN
<br />THE SAME MANNER AS OTHER TAXES OF THE CITY ARE ASSESSED, LEVIED
<br />AND COLLECTED, A TAX UPON ALL TAXABLE PROPERTY WITHIN THE CITY,
<br />OVER AND ABOVE ALL OTIIER TAXES AUTHORIZED OR LIMITED BY LAW
<br />AND WITHOUT LIMITATION AS TO RATE OR AMOUNT, SUFFICIENT TO PAY
<br />WHEN DUE THE PRINCIPAL OF AND PREMIUM, IF ANY, AND INTEREST ON
<br />THE BOND, TO THE EXTENT OTHER FUNDS OF THE CITY ARE NOT LA WFlILL Y
<br />A V AILABLE AND APPROPRIATED FOR SUCH PURPOSE.
<br />
<br />By:
<br />
<br />Martinsville City Treasurer
<br />
<br />DATE OF AUTHENTICA nON:
<br />
<br />Reference is hereby made to lhe Ordinance and to all of lhe provisions thereof 10 which
<br />any holder of this Bond by his acceptance hereof hereby assents. for definitions of terms; the
<br />description of and nature and extent oflhe security for the Bond; the conditions upon which the
<br />
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<br />
<br />]7
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<br />IFORM OF ASSIGNMENT)
<br />
<br />Secrion 4
<br />
<br />Creation of Procteds Funds
<br />
<br />For value received, the undersigned hereby sells, assigns, and transfers unto
<br />
<br />There is hereby eSlablis~ed a lrust fund 10 be designated rhe "Note Proceeds Fund C't
<br />~f Martinsvlllc General <?bligatlon Note, Senes 2005" and a trust fund 10 be designated the I Y
<br />Bond Proceeds Fund, elly of Martinsville General Obligalion Note, Series 2005."
<br />
<br />Please insert social security number or other tax identification number of assignee:
<br />I
<br />Name and address of assignee, including zip code:
<br />
<br />Secrion 5
<br />
<br />Payments into Pnxeuh Funds
<br />
<br />the within-
<br />mentioned Bond and hereby irrevocably cons1itutes and appoints
<br />attorney-in-fact. to transfer the same on the registration books thereof maintained in the
<br />office oflhe within-mentioned Registrar with the full power of substitution in the
<br />premises.
<br />
<br />DATED:
<br />
<br />~II funds received from the proceeds oflhe sale of the Note after pa)Tl1enl of certain
<br />cosls of lssu~ce of the Note shall be deposited into the Note Proceeds Fund to be used in the
<br />ma~er pr~vlded in Section 2 (a) i~ accordance wilh lhe Bond and Note Purchase Agreement,
<br />the FinanCing Agreement and applicable law. All funds received from the proceeds of the sale of
<br />the Bond after payment of . certain costs of issuance of the Bond shall be deposited into lhe Bond
<br />Proceeds Fund to be used to the manner provided in Section 2 (b) in accordance with the Bond
<br />and Note Purchase Agreement, the Financing Agreement and applicable law.
<br />
<br />BO~D: !be signature to this assignment must correspond with the name of the registered holder
<br />that IS Wntten on the face of the within Bond in every particular, wilhout alteration or
<br />enlargement or any change whatsoever.
<br />
<br />Section 6
<br />
<br />Creation of Note Fund and Bond Fund
<br />
<br />Signature Guaranteed
<br />
<br />. (~) There is h~re~y cslablished.a trust fu~ 10 be designated the "Note Fund, City of
<br />Manl~svtlle General ObligatIOn Note, Senes 2005" In which Note Fund lhere is hereby
<br />estabhshe~ an Interest Account and a Principal Account. As and when received, monies shall be
<br />depoSited mto the Note Fund, and payments from the Note Fund shall be made as follows:
<br />
<br />(i) ~o the lnl~rest Accounl!n the Note Fund, subject to credit, ifany, for proceeds of the
<br />NOle depoSited t~erem, on lhe ~USJness Day prior to each Note Payment Date, an amount equal
<br />~a:~~ ::ounl of IDterest lhat WIll become due on the Note on the next succeeding Note Payment
<br />
<br />NOTICE: Signature(s) must be guaranteed by a
<br />member finn of the New York Stock Exchange or a
<br />commercial bank or trust company.
<br />
<br />. (ii) to the Principal Accounl in the Note Fund on the Business Day prior to the
<br />Matunly .Dale an amount eq~ ~ the principal that is required to be deposited into the Principal
<br />Account m order to pay the pnnclpal due on the Note on the Maturity Date.
<br />
<br />. (b) There is h~re~yestablished _3 trusl fun.d 10 be designated the "Bond Fund, City of
<br />Martmsvllle General Obhgauon Bond, Senes 2005" In which Bond Fund there is hereby
<br />eSl3bhshed an Interest Account and a Principal Account As and when received, monies shall be
<br />depoSited mto the Bond Fund, and pa)11lents from the Bond Fund shall be made as follows:
<br />
<br />(i)
<br />
<br />to the (nteresl Account in the Bond Fund, subject to credil, if any, for proceed. of
<br />the Bond deposited therein, on the Business Day prior to each Bond Payment
<br />Date, an amount equal to the amount of interest ~hat wilt become duc on the Bond
<br />on the next Succeeding Bond Payment Date; and
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