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APPENDIX F
FORM OF CONTINUING DISCLOSURE AGREEMENT
$23,000,000 *
Newport News Redevelopment and Housing Authority
Multifamily Housing Revenue Bonds
(Stuart Gardens I Apartments)
Series 2026
This Continuing Disclosure Agreement, dated as of July 1, 2026 (this “Continuing Disclosure
Agreement”), is executed and delivered by Stuart Gardens Housing Partners, LP, a Virginia limited
partnership (the “Borrower”) and U.S. Bank Trust Company, National Association, as dissemination agent
(the “Dissemination Agent”) for the above-captioned bonds (the “Bonds”). The Bonds are being issued
pursuant to an Indenture of Trust, dated as of July 1, 2026 (the “Indenture”) between the Newport News
Redevelopment and Housing Authority (the “Issuer”) and U.S. Bank Trust Company, National Association,
as trustee (the “Trustee”). The Dissemination Agent and the Borrower covenant and agree as follows:
Section 1. Purpose of the Continuing Disclosure Agreement. This Continuing Disclosure
Agreement is being executed and delivered by the Borrower and the Dissemination Agent for the benefit
of the Holders and in order to assist the Underwriter in complying with the Rule (defined below). The
Borrower and the Dissemination Agent acknowledge that the Issuer has undertaken no responsibility with
respect to any reports, notices or disclosures provided or required under this Continuing Disclosure
Agreement, and has no liability to any Person, including any holder of the Bonds or Beneficial Owner, with
respect to any such reports, notices or disclosures.
Section 2. Definitions. In addition to the definitions set forth in the Indenture, which apply to any
capitalized term used in this Continuing Disclosure Agreement unless otherwise defined in this Section, the
following capitalized terms shall have the following meanings:
“Annual Report” shall mean any Annual Report provided by the Borrower pursuant to, and as
described in, Sections 3 and 4 of this Continuing Disclosure Agreement.
“Audited Financial Statements” means, in the case of the Borrower, the annual audited financial
statements of the Borrower prepared in accordance with generally accepted accounting principles, if any.
“Beneficial Owner” shall mean any Person which (a) has the power, directly or indirectly, to vote
or consent with respect to, or to dispose of ownership of, any Bonds (including Persons holding Bonds
through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Bonds for
federal income tax purposes.
“Disclosure Representative” shall mean, with respect to the Borrower, the administrator of the
Project or his or her designee, or such other Person as the Borrower shall designate in writing to the
Dissemination Agent from time to time.
“Dissemination Agent” shall mean U.S. Bank Trust Company, National Association, acting in its
capacity as Dissemination Agent hereunder, or any successor Dissemination Agent designated in writing
by the Borrower and which has filed with the Trustee a written acceptance of such designation.
* Preliminary; subject to change.Jump to an indexed page (744 of 744)