This page uses extracted PDF text. Text can misread numbers, dates or table columns. Check the PDF before quoting or interpreting it. Redacted areas remain redacted.
the Commonwealth of Virginia, including but not limited to the Act and a Bond Resolution duly adopted
by the Issuer.
The Bonds are subject to optional redemption commencing on the Optional Redemption Date on
April 1, 2028 prior to maturity from Available Money, at the direction of the Borrower (with delivery of a
Cash Flow Projection, if required pursuant to the Indenture), in whole or in part, at a redemption price equal
to the principal amount of the Bonds to be redeemed, plus accrued interest, but without premium, to the
date fixed for redemption, (i) prior to the Initial Mandatory Tender Date, on any Business Day on or after
April 1, 2028, and (ii) after the Initial Mandatory Tender Date, on any Business Day that is nearest to the
date falling at 50% of the subsequent remarketing period between the most recent Mandatory Tender Date
and the next Mandatory Tender Date or the Maturity Date, as applicable.
Other than as described above, the Bonds are not subject to optional redemption prior to the
Maturity Date.
The Bonds are subject to mandatory tender prior to their stated maturity in whole on each
Mandatory Tender Date. Holders will not have the right to elect to retain their Bonds. Upon presentation
and surrender of the Bonds by the Holder on the date fixed for tender, the Holder shall be paid the principal
amount of the Bonds to be tendered, plus accrued interest on such Bonds to the tender date.
Reference is made to the Indenture for a more complete description of the Project, the provisions,
among others, with respect to the nature and extent of the security for the Bonds, the rights, duties and
obligations of the Issuer, the Trustee and the Holders of the Bonds, and the terms and conditions upon
which the Bonds are issued and secured. Each Holder assents, by its acceptance hereof, to all of the
provisions of the Indenture.
Pursuant to the Loan Agreement, the Borrower has executed and delivered to the Trustee the
Borrower’s promissory note of even date herewith (the “Promissory Note”) in the principal amount up to
$23,000,000. The Borrower is required by the Loan Agreement and the Promissory Note to make payments
to the Trustee in the amounts and at the times necessary to pay the principal of and interest (the “Bond Debt
Service Charges”) on the Bonds. In the Indenture, the Issuer has assigned to the Trustee, to provide for the
payment of the Bond Debt Service Charges on the Bonds, the Issuer’s right, title and interest in and to the
Loan Agreement, except for Unassigned Issuer’s Rights. To secure its compliance with certain covenants
in the Loan Agreement, the Borrower has executed and delivered the Regulatory Agreement and
Declaration as to Restrictive Covenants, dated as of July 1, 2026 (the “Regulatory Agreement”), between
the Issuer, the Borrower, and the Trustee.
Copies of the Indenture, the Loan Agreement, the Regulatory Agreement and the Promissory Note
are on file in the principal corporate trust office of the Trustee.
The Bond Debt Service Charges on the Bonds are payable solely from the Issuer Revenues, as
provided in the Indenture (being, generally, the amounts payable under the Loan Agreement and the
Promissory Note in repayment of the Loan, deposits to the Collateral Fund and any unexpended proceeds
of the Bonds), and are an obligation of the Issuer only to the extent of the Issuer Revenues. The Bonds are
not secured by an obligation or pledge of any money raised by taxation and do not represent or constitute a
debt or pledge of the full faith and credit of the Issuer.
The Bonds are issuable only as fully registered bonds and, except as hereinafter provided, in printed
or typewritten form, registered in the name of Cede & Co. as nominee of The Depository Trust Company,
Brooklyn, New York (“DTC”), which shall be considered to be the Holder for all purposes of the Indenture,
including, without limitation, payment by the Issuer of Bond Debt Service Charges, and receipt of notices
A-3Jump to an indexed page (744 of 744)