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EXHIBIT A
FORM OF PROMISSORY NOTE
This Promissory Note has not been registered under the Securities Act of 1933. Its transferability is
restricted by the Indenture of Trust and the Loan Agreement referred to herein.
$24,000,000 [July __], 2026
Stuart Gardens II Housing Partners, LP, a Virginia limited partnership (the “Borrower”), for value
received, promises to pay in installments to the Newport News Redevelopment and Housing Authority, as
issuer (the “Issuer”) under an Indenture of Trust, dated as of July 1, 2026 (the “Indenture”), between the
Issuer and U.S. Bank Trust Company, National Association, a national banking association (the “Trustee”),
the principal sum of
TWENTY-FOUR MILLION AND 0/100 DOLLARS
and to pay interest on the unpaid balance of such principal sum from and after the date hereof at the rate of
[______] % per annum, to but not including the Initial Mandatory Tender Date, and thereafter at the
applicable Remarketing Rate until the payment of such principal sum has been made or provided for. The
principal amount stated above shall be paid on or before the fifth Business Day immediately preceding the
Maturity Date. Interest shall be calculated on the basis of a three hundred sixty (360) day year of twelve
(12) equal months. Interest on this Promissory Note shall be paid in Federal Reserve funds on the fifth
Business Day next preceding each April 1 and October 1 (the “Interest Payment Dates”), commencing
October 1, 2026.
This Promissory Note has been executed and delivered by the Borrower to the Issuer pursuant to a
certain Loan Agreement, dated as of July 1, 2026 (the “Loan Agreement”), between the Issuer and the
Borrower.
Terms used but not defined herein shall have the meanings ascribed to such terms in the Indenture.
Under the Loan Agreement, the Issuer has loaned the Borrower a portion of the principal proceeds
received from the sale of the Issuer’s Multifamily Housing Revenue Bonds (Stuart Gardens II Apartments),
Series 2026 (the “Bonds”), issued on the date hereof in the original aggregate principal amount of
$24,000,000, to assist in the financing of the Project, and the Borrower has agreed to repay such loan by
making payments (the “Loan Payments”) at the times and in the amounts set forth in this Promissory Note
for application to the payment of Bond Debt Service Charges on the Bonds as and when due. The Bonds
have been issued, concurrently with the execution and delivery of this Promissory Note, pursuant to, and
are secured by, the Indenture, and the Indenture has been assigned by the Issuer to the Trustee to secure the
repayment of principal and interest on the Bonds and other amounts under the Indenture.
To provide funds to pay the principal of and interest on the Bonds as and when due as specified
herein, the Borrower hereby agrees to and shall make Loan Payments in United States Federal Reserve
funds on the fifth Business Day immediately preceding each Interest Payment Date in an amount equal to
the Bond Debt Service Charges on the Bonds payable on the next succeeding Interest Payment Date related
thereto. In addition, to provide funds to pay the Bond Debt Service Charges on the Bonds as and when due
at any other time, the Borrower hereby agrees to and shall make Loan Payments in United States Federal
Reserve funds on the fifth Business Day immediately preceding any other date on which any Bond Debt
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