It is hereby certified, recited and declared that all acts, conditions and things required to
<br />have happened, to exist and to have been performed precedent to and in the issuance of this Note
<br />do exist, have happened and have been performed in regular and due time, form and manner as
<br />required by law; that this Note does not exceed any constitutional, statutory or charter limitation
<br />of indebtedness; and that provision has been made for the payment of the principal of, and
<br />interest on, this Note and the series of which it is a part, as provided in the Ordinance.
<br />
<br /> No registration, transfer or exchange of this Note shall be permitted within fifteen (15)
<br />days of any Interest Payment Date, the Maturity Date or the date of redemption of this Note.
<br />
<br /> This Note is one of an authorized series of Notes in an aggregate original principal
<br />amount not to exceed $7,500,000, of like date and tenor herewith, except for number and
<br />denomination, and is issued under and pursuant to and in compliance with the Constitution and
<br />laws of the Commonwealth of Virginia, including the City Charter of the City of Martinsville,
<br />Virginia and Chapter 26, Title 15.2 of the Code of Virginia of 1950, as amended, the same being
<br />the Public Finance Act, and the Ordinances duly adopted under said Chapter by the Council on
<br />January 26, 1999 and March 9, 1999, as supplemented by a Supplemental Ordinance adopted by
<br />the Council on __, 1999 (together, the "Ordinance").
<br />
<br /> This Note shall bear interest from the date on which this Note is authenticated. Interest
<br />on this Note shall be computed on the basis of 30~day months and 360-day year.
<br />
<br /> This Note is transferable only upon the registration books kept at the office of the
<br />Registrar by the registered holder hereof, or by his duly authorized attorney, upon surrender of
<br />this Note (together with a written instrument of transfer, satisfactory in form to the Registrar,
<br />duly executed by the registered holder or his duly authorized attorney, which may be the form
<br />endorsed hereon) and. subject to the limitations and upon payment of the charges, if any, as
<br />provided in the Ordinance, and thereupon as provided in the Ordinance a new Note, in the
<br />aggregate principal amount and of the same series, interest rate and maturity as the Note
<br />surrendered, shall be issued in exchange 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 /> This Note is subject to redemption prior to maturity, at the option of the Council, at any
<br />time after ,1999, in whole or in part, without premium or penalty, as limited by
<br />the terms hereof, at a redemption price equal to 100% of the principal amount of the Note to be
<br />redeemed, plus interest accrued to the redemption date. The records of the Holder hereof shall be
<br />prima facie evidence of the amount of principal and interest owed hereunder.
<br />
<br /> If less than all of the Notes are called for redemption, then the Notes to be redeemed shall
<br />be selected by lot in such manner as the City, in its discretion may determine, each $5,000
<br />
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