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<br />April 14, 2009
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<br />The Refunding Bonds shall bear a certificate of authentication, in the fonn set forth below, duly executed by the Registrar. The Registrar
<br />shall authenticate the Ref wIding Bonds with the signature of an authorized officer of the Registrar. Only the authenticated Refunding Bonds shall be
<br />entitled to any right or benefit under this Ordinance, and such certificate on the Refunding Bonds issued hereunder shall be conclusive evidence that
<br />the Refunding Bonds have been duly issued and is secured by the provisims hereof.
<br />The Paying Agent shall act as Registrar and shall maintain Registration Books for the registration and the registration oftransfer of the
<br />Refunding Bonds. The City Treasurer is hereby designated and authorized to act as Paying Agent ani Registrar hereunder. The transfer of the
<br />Refunding Bonds may be registered only on the bookskept for the registration and registration of transfer of the Refunding Bonds upon surrender
<br />thereof to the Regi&rar together with an assignment duly executed by the registered Bondholder in person or by his duly authorized attorney or legal
<br />representative in such fonn as shall be satisfactory to the Registrar. Upon any such transfer, the City shall execut: and the Registrar shall authenticate
<br />and deliver, in exchange of the Refunding Bonds, new rcgistered Refunding Bond registered in the name of the transferee of the same series, ma1urity
<br />and interest rate as the Refunding Bonds so exchanged in any denomination or denominations authorized by this Ordinance.
<br />The Registrar shall not be required to make any such registration or registration of transfer during the thirty (30) days immediately
<br />preceding any Bond Payment Date or a redemption date
<br />Prior to due presentment for registration of transfer for the Refunding Bonds, the Registrar shall treat the registered Bondholder as the
<br />person exclusively entitled to payment of principal of. premium, if any, and interest on, the Refunding Bonds and the exercise of all other rights and
<br />powers of the Bondholder.
<br />If a Refunding Bond has been mutilated, lost or destroyed, the Oty shall execute aId the Registrar shall authenticate and deliver a new
<br />Refunding Bond of like date and tenor in exchange or substitution for, and upon cancellation of, such mutilated Refunding Bond or in lieu of and in
<br />substitution for such lost or destroyed Refunding Bond: provided, however, that the City and tile Registrar shall execute, authenticate and deliver such
<br />Refunding Bond only if the Bondholder has paid tile reasonable expenses aId charges of the City and the Registrar in connection therewith and, in the
<br />case of a lost or destroyed Refunding Bond, has fumished to the City and the Registrar (a) evidence satisfactory to them that such RefWlding Bond
<br />was lost or destroyed and the Bondholder was the Owner thereof and (b) indemnity satisfactory to them. If the Refunding Bonds has matured, instead
<br />of issuing a new Refunding Bond, the Registrar may pay the same without surrender thereof upon receirt of the aforesaid evidence and indemnity.
<br />If a Refunding Bond has been paid (whether at maturity, by acceleration or otherwise) or delivered to the Paying Agent for cancellation,
<br />the RefWlding Bond shall not be reissued and the Registrar shall, Wlless otherwise directed by the City, cremate, shred or otherwise di~ose of the
<br />Refunding Bonds. The Registrar shall deliver to the Ciy a certificate of any such cremation, shredding or other disposition of the Refunding Bond.
<br />CUSIP identification numbers may be printcd on tile Refunding Bonds, but such numbers shall not be deemed to be a part of the
<br />Refunding Bonds or a part oftlle contract evidenced thereby and no liability shall hereafter attadl to the City or any of the ofllcers or agerts thereof
<br />because or on acCOlUlt of said CUSIP numbers.
<br />The Refunding Bonds, the Certificate of Authentication and the provision for the assignment to be inserted in the Refunding Bonds shall
<br />be substantially in the following fonn, to-wit:
<br />
<br />"FORM OF BOND"
<br />
<br />No. R-I
<br />
<br />LINITEIl STATES OF AMERICA COMMONWEALTH OF VIRGINIA, CITY OF MARTlNSVILLE
<br />GENERAL OBLlGA nON REFUNDING BOND SERIES 2009[AIIB]
<br />Dated: ,2009
<br />Registered Holder: Maturity Date: ,July 15,20_
<br />CARTER BANK & TRLiST
<br />Principal Sum: $
<br />Interest Rate: %
<br />KNOW ALL MEN BY THESE I'RESENTS, that the City of Martinsville, Virginia (hereinafter sometimes referred to as the "City"),
<br />a City of the Commmwealth of Virginia, for value received hereby pronises to pay to the registered holder (naned above), or assigns, subject to
<br />prepayment or prior redemrtion as hereinafter provided, the principal amoWlt of ($), in annual installments in
<br />the amounts set forth on Schedule A attached hereto payable on and annually on thereafter to and including_,
<br />20_, together with interest from the date of this bond on the unpaid principal bal<mce, payable semi-annually on _ and _ of each year,
<br />commencing on , at the rate 01'_0/0 per annum, as set forth on Schedule A attached hereto.
<br />Both principal of and interest on this Bond are payable in any coin or currency of the United States of America which at the time of
<br />payment is legal tender for public and private debts.
<br />It is hereby certified, reGied and declared that all acts, conditions and things required to have happened, to exist and to have been
<br />perfomled precedent to and in the issuance of this Bond do exist, have happened and have be,n performed in regular and due time, form and manner
<br />as required by law: that this Bond does not exceed any constitutional, statutory or charter limitation of indebtedness: and that provision has been made
<br />for the payment of the principal of. and interest on, this Bond as provided in the Ordinance.
<br />No registration, transkr or ,xchang, of this Bond shall b, p,rmitted within thirty (30) days oflh, Maturity Date or the date of prepayment
<br />or redemption of this Bond
<br />This Bond is in tile aggregate principal amount 01'$ , and is issued under and pursuant to and in compliance with the
<br />Constitution and laws of the Commonwealth of Virginia including the City Charter of the City of Martinsville, Virginia and Chapter 26, Title 15.2 of
<br />the Code of Virginia of 1950, as amended, the same being the Public Finance Act, and the Ordinances duly adopted under said Chapter by the City
<br />COWlcil on April 14,2009 and April 28, 2009 (together, the "Ordinance") and the Financing Agreement between the City and Carter Bank & Trust
<br />dated as of May 1,2009 (the "Financing Agreement")
<br />This Bond shall bear interest Irom the date on which this Bond is authenticated. Interest on this Bond shall be computed on the basis of
<br />30-day months and a 360-day year.
<br />This Bond is transferable only upon tIe registration books kept at the office of the Registrar by the registered hdder hereof, or by his duly
<br />authorized attomey, upon surrender of this Bond (together with a written instrument of transfer, satisfactory in form to the Registrar, duly executed by
<br />the registered holder or his duly authorized attomey, which may be dIe foml endorsed hcrcon) and subject to the limitations and upon payment of the
<br />charges, jf any, as provided in the Ordinance, and thereupon as provided in the Ordinance a new Bond, in the aggregate principal amoWlt and of the
<br />same series, interest rate and maturity as the Bond surrcndered, shall be issued in exchange therefor. The City ani the Registrar shall deem and treat
<br />the person in whose name this Bond is registered as dIe absolute owner hereof for the purpose of receiving payment oC or on accoWlt of, the principal
<br />hereof and interest due hereon and for all other purposes whatsoever.
<br />The Bond is subject to prepayment or redemption prior to maturity at the option of the City Council at any time, in whole or in part, at a
<br />redemption price equal to 100% of the principal amount of Bond to be redeemed, plus interest accrued to the redemption date. The records of the
<br />Holder hereof shall be prima facie evidence of the amowlt of principal and interest owed hereunder.
<br />THIS BOND IS A GENERAL OBLIGATION OF THE CITY FOR THE I'A YMENT OF WHICH THE CITY'S FlILL FAITH
<br />AND CREDIT ARE IRREVOCABLY I'LEDGED, THE CITY COC:'IiCIL IS AUTHORIZED AND REQUIRED TO LEVY AND
<br />COLLECT ANNlIALL Y AT THE SAME TJ:\IE AND IN THE SAME MANNER AS OTHER TAXES OF THE CITY ARE ASSESSED,
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