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WHEREAS, at the Borrower’s request, pursuant to the Supplement, the Issuer now has
been asked to issue its Bonds for the Project in the amount not to exceed $24,000,000 rather than
$48,000,000 since additional funds were available from other sources in addition to the Volume
Cap allocation, and the Borrower requested the Issuer to loan the proceeds of the Bonds to the
Borrower, pursuant to which such proceeds will be made available for the rehabilitation,
renovation, construction, improvement and equipping of the Project; and
WHEREAS, the Issuer has approved and executed the Supplement submitted by the
Borrower to the VDHCD; and
WHEREAS, the DHCD has approved the Supplement and awarded on June 1, 2026 the
Borrower with a Bond Allocation in the amount of $24,000,000 provided it closes on or before
September 28, 2026; and
WHEREAS, at the Borrower’s request, the Issuer desires to authorize the underwriting of
the Bonds by Collier Securities LLC, as underwriter (the “Underwriter’) for the Project; and
WHEREAS, the forms of the following instruments (the “Bond Documents”) have been
presented to this meeting and which the Issuer proposes to execute and deliver to carry out the
transactions described herein, and the copies of which instruments shall be filed with the records
of the Issuer:
A. The Indenture of Trust dated as of July 1, 2026 (the “Indenture”), by and between
the Issuer and U.S. Bank Trust Company, National Association, as Trustee (the “Trustee”),
providing for the issuance of the Bonds and including the form of the Bond attached as Exhibit
A, a copy of which is attached and in substantially final form;
B. The Loan Agreement dated as of July 1, 2026 (the “Agreement”), between the
Issuer and the Borrower, including the form of the Borrower’s Promissory Note to the Issuer (the
“Note’) a copy of which is attached hereto in substantially final form as Exhibit B;
c. The Bond Purchase Agreement to be dated the date of its execution and delivery
(the “Bond Purchase Agreement”) among the Issuer, the Underwriter and the Borrower, a copy
of which in substantially final form is attached hereto as Exhibit C and is in substantially final
form;
D. The Remarketing Agreement to be dated the date of its execution and delivery
(the “Remarketing Agreement”) between the Borrower and the Underwriter as the Remarketing
Agent, a copy o which is in substantially final form and attached hereto as Exhibit D;
E. The Regulatory Agreement and Declaration of Restrictive Covenants dated as of
July 1, 2026, by and among the Issuer, the Borrower and the Trustee, a copy of which is in
substantially final form, is attached as Exhibit E; andJump to an indexed page (744 of 744)