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INDENTURE OF TRUST
THIS INDENTURE OF TRUST, dated as of July 1, 2026 (the “Indenture”), is between the
NEWPORT NEWS REDEVELOPMENT AND HOUSING AUTHORITY (together with its
successors and assigns, the “Issuer”), a political subdivision of the Commonwealth of Virginia, and U.S.
BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, with its
designated corporate trust office for this financing located in Atlanta, Georgia as trustee (the “Trustee”),
under the circumstances summarized in the following recitals (the capitalized terms not defined in the
recitals and granting clauses being used therein are defined in Article I hereof).
WHEREAS, by virtue of the authority of the laws of the Commonwealth of Virginia (the
“Commonwealth”), and particularly the provisions of the Virginia Housing Authorities Law in Chapter 1,
Title 36 of the Code of Virginia, as the same may be amended from time to time (the “Act”), the Issuer is
empowered to issue its revenue bonds and to promote the availability of affordable housing for all citizens
of the Commonwealth by providing, among other things, safe, decent and sanitary housing for those citizens
with low or moderate incomes and assisting in the financing of multifamily affordable residential housing
facilities; and
WHEREAS, Stuart Gardens II Housing Partners, LP, a Virginia limited partnership (the
“Borrower”), has applied to the Issuer for financial assistance for the purpose of providing a portion of the
funds with which to pay the cost of the rehabilitation, renovation, improvements, construction and
equipping of a multifamily rental housing facility known as “Stuart Gardens II,” consisting of
approximately 239 rental units and related facilities, located at 1326C Garden Drive, Newport News,
Virginia 23607 (the “Project”); and
WHEREAS, the Issuer proposes to issue pursuant to, and in accordance with, the Act, its
Multifamily Housing Revenue Bonds (Stuart Gardens II Apartments), Series 2026 in the original aggregate
principal amount of $24,000,000 (the “Bonds”), and to lend the proceeds derived from the sale of the Bonds
to the Borrower, pursuant to a Loan Agreement dated as of even date herewith (the “Loan Agreement”)
between the Issuer and the Borrower, pursuant to which the Issuer has agreed to issue the Bonds and lend
the proceeds thereof to the Borrower (the “Loan”) and the Borrower has agreed to (a) apply the proceeds
of the Loan to pay a portion of the costs of the rehabilitation, renovation, improvements, construction and
equipping of the Project and if necessary, costs of issuance of the Bonds, (b) make payments sufficient to
pay the principal of and interest on the Bonds when due (whether at maturity, by redemption, acceleration
or otherwise), and (c) observe the other covenants and agreements and make the other payments set forth
therein; and
WHEREAS, the provision of the Loan, is authorized by the Act and will accomplish a valid public
purpose of the Issuer, and the Issuer has determined that it is in the public interest to issue the Bonds in the
maximum principal amount of $24,000,000 for the purpose of providing funding necessary for the
rehabilitation, renovation, improvements, construction and equipping of the Project; and
WHEREAS, in order to provide for the authentication and delivery of the Bonds, to establish and
declare the terms and conditions upon which the Bonds are to be issued and secured and to secure the
payment of the principal thereof and of the interest and premium, if any, thereon, the Issuer has authorized
the execution and delivery of this Indenture; and
WHEREAS, the Issuer has determined that all acts and conditions required to happen, exist, and
be performed precedent to and in the issuance of the Bonds and the execution and delivery of this Indenture
have happened, exist and have been performed, or at the delivery of the Bonds will exist, will have happened
and will have been performed (i) to make the Bonds, when issued, delivered and authenticated, valid
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