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<br />Ihe Subsequent Nole Advance is made. The final payment due hereunder in the amount afthe
<br />principal balance or balances outstanding on this Note and interest thereon at the rate or rates set
<br />fOrth above. sball be due and payable in full on JanlW)' IS. 2009.
<br />
<br />'The Note is subject to prepayment or redemption prior to maturity at the oplion of the
<br />City Council at any time, in wholc or in pm, at a redemption price equal 10 100% of Ihe
<br />principal amount ofNolc 10 be redeemed, plus interest accrued 10 the redemption date. The
<br />records oflbe Holder hereof shall be prima facie evidence of the amounl of principal and interesl
<br />owed hereunder.
<br />
<br />Both principal of and inlerest on thjs Note is payable in any coin or currency of lhe
<br />Uniled Slates of America which at thc time of payment is legal tender for public and private
<br />debls.
<br />
<br />II is hereby certified. recited and declared that all acts, conditions and things required to
<br />have happened, to exist and to have been per(onned precedent to and in the issuance of this NOle
<br />do exist. have happened and have been perfonned in lqlUlar and due time. lOon and manner as
<br />required by law; that rhis Note docs not exceed any constitutional, statutory 01' charter limitation
<br />of indebtedness; and that provision haa been made lOr the paymenl of the principal of, and
<br />interest on, this Note as provided in the Ordilwlce.
<br />
<br />THIS NOTE IS A GENERAL OBLIGATION OF THE CITY FOR TilE
<br />PAYMENT OF WHICH THE CITY'S FULL FAITH AND CREDIT ARE
<br />IRREVOCABLY PLEDGED. TilE CITY COUNCIL IS AUTIIORIZED AND
<br />REQUIRED TO LEVY AND COLLECT ANNUALLY AT THE SAME TIME AND IN
<br />THE SAME MANNER AS OTIIER TAXES OFTHE CITY ARE ASSESSED. LEVIED
<br />AND COLLECTED, A TAX UPON ALL TAXABLE PROPERTY WITHIN THE CITY,
<br />OVER AND ABOVE ALL OTHER TAXES AUTHORIZED OR LIMITED BY LAW
<br />AND WITHOUT LIMITATION AS TO RATE OR AMOUNT, SUFFlCIENT TO PAY
<br />WHEN DUE THE PRINCIPAL OF AND PREMIUM, IF ANY, AND INTEREST ON
<br />THE NOTE, TO THE EXTENT OTHER FUNDS OF THE CITY ARE NOT LA WFULL Y
<br />A V A1LABLE AND APPROPRIATED FOR SUCII PURPOSE.
<br />
<br />No regislnltion. lransfer or exchange oflhis Nole shall be pennitted wilhin Ihiny (30)
<br />days of any Note Pa)'lDCllt Date or the date of prepayment or redemption oflhis Note.
<br />
<br />This Note is in the amounl of principal advances made hereunder, not 10 exceed !.he
<br />aggregatc principal amount of$2,500,OOO. and is issued under and pursuant to and in compliance
<br />with thc Constitution and laws of the Commonwealth of Virginia, including the City Charter of
<br />the City of Martinsvi lie, Virginia and Chapter 26, TiLlc 15.2 oflhe Code of Virginia of 1950, as
<br />amended, the samc being the Public Finance Act, and the Ordinances duly adopted under said
<br />Chapter by the City Council on June 13, 200S and July 12.2005 (together, tbe "Ordiuocelt),
<br />the Financing Agreement between the City and Patrick Henry National Bank dated as of July 15,
<br />2005 (the "Fioaaciog Agreemenl") and the Note and Bond Purchase Agreement between lhe
<br />City and Patrick Henry National Bank dated as of July 15, 2005.
<br />
<br />Reference is hereby made to the Ordinance and 10 all ofthc provisions thereof to which
<br />any holder of this Note by his acceptance hereof hereby assents, for dcfinitions oflenns; the
<br />description of and nature and extent of the security for the Note; the conditions upon which thc
<br />Ordinance may be amended or supplemenLed without Ihe consenl of the holder of this Note and
<br />upon which it may be amended only wilh the consent oCthe holder of the Note affected thereby;
<br />the rights and remedies of the holder hereof with respect hereto; the rights, dUlies and obligations
<br />oCthc City, the provisions discharging the Ordinance as to this Note and for (he other tenns and
<br />provisions of the Ordinance.
<br />
<br />This Note shall bear interest from the date on which this Note is authenticated. Interesl
<br />on this Note shall becompulcd on the basis of30-daymonths and a 360-day year.
<br />
<br />This Notc shall not be valid or obligalory for any purpose unless the certificate of
<br />authentication hereon has been duly executed by the Registrar and the date of authcli. .ltion
<br />inserted hereon.
<br />
<br />This Note is transferable onJy upon the registration books kcpt at the office of the
<br />Registrar by lhe registered holder hereof, or by his duly authorized attorney, upon SlllTender of
<br />this Note (together with a written instrument of transfer, satisfaclory in fonn to the Registrar,
<br />duly execuled by the registered bolder or bis duly authorized atlamey. which may be the form
<br />endorsed hereon) and subjcct 10 the limitations and upon payment of the charges, if any, as
<br />provided in lhe Ordinance, and lhereupon as provided in thc Ordinance a new Note, in !he
<br />aggregate principal amount and of the same series, interest rate and maturilyas lhe Nole
<br />surrendered, shall be issued in cxchange therefor. The City and the Registrar shall deem and
<br />treat the person in whose name this Note 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 WITNESS WHEREOF, the City of Maninsville, Virginia. by its City Council has
<br />caused this Note 10 be signed by the Mayor and attested by the Clerk of said Council, by their
<br />manual or facsimile signatures, and its seal to be impressed or imprinted hereon, and this Note to
<br />be dated as set forth abovc.
<br />
<br />(SEAL)
<br />
<br />Clerk of the City Council
<br />
<br />Mayor of the City of Mart ins vii Ie
<br />
<br />CERTIFICATE OF AUTHENTICATION
<br />
<br />This Note is the Note described in the within-mentioned Ordinance.
<br />
<br />(FORM OF ASSIGNMENT)
<br />
<br />REGISTRAR - CITY OF MARTlNSVILLE
<br />TREASURER
<br />
<br />For value received, the undersigned hereby sells, assigns, and transfers unto
<br />
<br />By:
<br />
<br />Please insert social security number or other lax identification number of assignee:
<br />)
<br />Name and address of assignee, including zip code:
<br />
<br />MartinsviJle City Treasurer
<br />
<br />mentioned Note and hereby irrevocably constitutes and appoints
<br />attorney-in-fact, to transfer the same on the registration books thereof maintained in the
<br />office of the within-mentioned Regislrar with the full power of substitution in the
<br />premises.
<br />
<br />the within-
<br />
<br />DATE OF AUTHENTICATION:
<br />
<br />DA TED:
<br />
<br />NO~E: !he signature to this assignment must correspond with thc name of the registered holder
<br />thai IS wntten on the face of the within Note in every particular, without alteration or
<br />enlargement or any change whatsoever.
<br />
<br />Signature Guaranteed
<br />
<br />NOTICE: Signalure(s) must be guaranleed by a
<br />member finn of the New York Stock Exchange or a
<br />commercial bank or trusl company
<br />
<br />10
<br />
<br />II
<br />
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