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No. IN- Exhibit A FORM OF NOTE UNITED STATES OF AMERICA COMMONWEALTH OF VIRGINIA CITY OF PORTSMOUTH GENERAL OBLIGATION PARKING NOTE, SERIES 2001 CITY OF PORTSMOUTH, VIRGINIA ("City"), for value received, acknowledges itself indebted and promises to pay to ______________________ as registered owner of this Note or legal representative, the principal amount of ____________Dollars ($__________) and to pay interest on the principal amount of this Note at the annual rate of %. Principal of and interest on this Note shall be paid at maturity on _______________, 2002, subject to prepayment as set forth herein. Both principal of and interest on thi.q Note are payable in lawful money of the United States of America. The principal of and interest on this Note are payable by check or by wire transfer mailed or sent to the registered owner hereof upon presentation and surrender hereof at the office of the Chief Financial Officer, as Note Registrar. This Note has been duly authorized by the City Council and is issued for the purpose of providing funds to pay the costs, in whole or in part, of the acquisition of parking facilities for the City. The full faith and credit of the City are irrevocably pledged for the payment of the principal of and premium, if any, and interest on this Note in accordance with its terms. This Note is issued under the authority of and in full compliance with the Constitution and statutes of the Commonwealth of Virginia, and, more particularly, issued pursuant to the Public Finance Act of 1991, Chapter 26 of Title 15.2 of the Code of Virginia of 1950, as amended and a resolution adopted by the City Council on November 13, 2001 ("Resolution"). The Note is subject to prepayment without penalty or premium at the option of the City at any time on or after July 15, 2002 upon payment of the principal amount hereof plus interest accrued to the redemption date. The City will give the registered owner of this Note at least 15 days written notice of its intention to prepay this Note This Note may be transferred only by an assignment duly executed by the registered owner hereof or such owner's attorney or legal representative in a form satisfactory to the Note Registrar. Such transfer shall be made in the registration books kept by the Note Registrar upon presentation and surrender hereof and the City shall execute, and the Note Registrar shall authenticate and deliver in exchange, a new Note having an equal aggregate principal amount, of the same form and maturity, bearing interest at the same rote, and registered in such name as requested by the then registered owner hereof or such owner's attorney or legal representative. Any such exchange shall be at the expense of the City, except that the Note Registrar may charge the person requesting such exchange the amount of any tax or other governmental charge required to be paid with respect thereto. -4-