Series 2003 D Local Issuer:  County of Albemarle



                                        CONTINUING DISCLOSURE AGREEMENT


                           [This Continuing Disclosure Agreement will impose obligations on the

                               Local Issuer if and only if the Local Issuer is or has become and

                                    remains a “Material Obligated Person”, as defined below]



            This Continuing Disclosure Agreement (the “Disclosure Agreement”) is executed and delivered by the undersigned local issuer (the “Local Issuer”) in connection with the issuance by the Virginia Public School Authority (the “Authority”) of $286,670,000 aggregate principal amount of its School Financing Bonds (1997 Resolution) Refunding Series 2003 D (the “Series 2003 D Bonds”) pursuant to the provisions of a bond resolution (the “1997 Resolution”) adopted on October 23, 1997, as amended and restated.  The Series 2003 D Bonds and all other parity bonds heretofore or hereafter issued under the 1997 Resolution are collectively called the “Bonds”.  A portion of the proceeds of the Series 2003 D Bonds are being used by the Authority to provide funds to refund in advance of their maturity certain bonds of the Authority.  The proceeds of the refunded bonds were used to purchase general obligation school bonds (the “Transferred Local School Bonds”) issued by certain Virginia counties and cities (the “Transferred Local School Bond Issuers”) that have used the proceeds thereof for capital projects for public schools.


            SECTION 1. Purpose of the Disclosure Agreement.  This Disclosure Agreement is being executed and delivered by the Local Issuer for the benefit of the holders of the Series 2003 D Bonds and in order to assist the Participating Underwriters (defined below) in complying with the Rule (defined below).  The Local Issuer acknowledges that it is undertaking primary responsibility for any reports, notices or disclosures that may be required under this Agreement.


            SECTION 2. Definitions.   In addition to the definitions set forth in the 1997 Resolution, which apply to any capitalized term used in this Disclosure Agreement unless otherwise defined in this Section, the following capitalized terms shall have the following meanings:


            “Annual Report” shall mean any Annual Report provided by the Local Issuer pursuant to, and as described in, Sections 3 and 4 of this Disclosure Agreement.


            “Dissemination Agent” shall mean the Local Issuer, acting in its capacity as Dissemination Agent hereunder, or any successor Dissemination Agent designated in writing by such Local Issuer and which has filed with such Local Issuer a written acceptance of such designation.


            “Filing Date” shall have the meaning given to such term in Section 3(a) hereof.


            “Fiscal Year” shall mean the twelve-month period at the end of which financial position and results of operations are determined.  Currently, the Local Issuer’s Fiscal Year begins July 1 and continues through June 30 of the next calendar year.


            “holder” shall mean, for purposes of this Disclosure Agreement, any person who is a record owner or beneficial owner of a Series 2003 D Bond.


            “Listed Events” shall mean any of the events listed in subsection 5(b)(5)(i)(C) of the Rule.


            “local school bonds” shall mean any of the Local School Bonds and any other bonds of the Local Issuer pledged as security for Bonds issued under the Authority’s 1997 Resolution.


            “Material Obligated Person” (or “MOP”) shall mean the Local Issuer if it has local school bonds outstanding in an aggregate principal amount that exceeds 10% of the aggregate principal amount of all outstanding Bonds of the Authority.


            “National Repository” shall mean any Nationally Recognized Municipal Securities Information Repository for purposes of the Rule. 


            “Participating Underwriter” shall mean any of the original underwriters of the Authority’s Series 2003 D Bonds required to comply with the Rule in connection with the offering of such Bonds.


            “Repository” shall mean each National Repository and each State Repository.


            “Rule” shall mean Rule 15c2-12 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time.


            “State Repository” shall mean any public or private depository or entity designated by the State as a state depository for the purpose of the Rule.  As of the date of this Agreement, there is no State Repository.


            SECTION 3. Provision of Annual Reports.


                        (a)        The Local Issuer shall, or shall cause the Dissemination Agent to, provide to each Repository an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Agreement.  Such Annual Report shall be filed on a date (the “Filing Date”) that is not later than 12 months after the end of any Fiscal Year (commencing with its Fiscal Year ending June 30, 2005) as of the end of which such Local Issuer was a MOP, unless as of the Filing Date the Local Issuer is no longer a MOP.[1]  Not later than ten (10) days prior to the Filing Date, the Local Issuer shall provide the Annual Report to the Dissemination Agent (if applicable) and shall provide copies to the Authority.  In each case, the Annual Report (i) may be submitted as a single document or as separate documents comprising a package, (ii) may cross-reference other information as provided in Section 4 of this Disclosure Agreement and (iii) shall include the Local Issuer’s audited financial statements prepared in accordance with applicable State law or, if audited financial statements are not available, such unaudited financial statements as may be required by the Rule.  In any event, audited financial statements of such Local Issuer must be submitted, if and when available, together with or separately from the Annual Report.


                        (b)        If the Local Issuer is unable to provide an Annual Report to the Repositories by the date required in subsection (a), the Local Issuer shall send a notice to the Municipal Securities Rulemaking Board and any State Repository in substantially the form attached hereto as Exhibit A.


            SECTION 4. Content of Annual Reports.  Except as otherwise agreed, any Annual Report required to be filed hereunder shall contain or incorporate by reference, at a minimum, annual financial information relating to the Local Issuer, including operating data,


         (i)            updating such information relating to the Local Issuer as shall have been included or cross-referenced in the final Official Statement of the Authority describing the Authority’s Series 2003 D Bonds or


        (ii)            if there is no such information described in clause (i), updating such information relating to the Local Issuer as shall have been included or cross-referenced in any comparable disclosure document of the Local Issuer relating to its tax-supported obligations or


       (iii)            if there is no such information described in clause (i) or (ii) above, initially setting forth and then updating the information referred to in Exhibit B as it relates to the Local Issuer, all with a view toward assisting Participating Underwriters in complying with the Rule. 


Any or all of such information may be incorporated by reference from other documents, including official statements of securities issues with respect to which the Local Issuer is an “obligated person” (within the meaning of the Rule), which have been filed with each of the Repositories or the Securities and Exchange Commission. If the document incorporated by reference is a final official statement, it must be available from the Municipal Securities Rulemaking Board.   The Local Issuer shall clearly identify each such other document so incorporated by reference. 


            SECTION 5. Reporting of Listed Events.  Whenever the Local Issuer is a Material Obligated Person required to file Annual Reports pursuant to Section 3(a) hereof and obtains knowledge of the occurrence of a Listed Event, and if such Local Issuer has determined that knowledge of the occurrence of a Listed Event with respect to its local school bonds would be material, such Local Issuer shall promptly file a notice of such occurrence with each National Repository or the Municipal Securities Rulemaking Board and each State Repository, if any, with a copy to the Authority.


SECTION 6. Alternative Filing.  The Local Issuer may, in lieu of filing with the Repositories and each State Repository the Annual Reports and other notices referred to in Sections 3(a), 3(b) and 5, make such filings with DisclosureUSA, the central post office of the Municipal Advisory Council of Texas.

            SECTION 7. Termination of Reporting Obligation.  The Local Issuer’s obligations under this Disclosure Agreement shall terminate upon the earlier to occur of the legal defeasance or final retirement of all the Transferred Local School Bonds.


            SECTION 8. Dissemination Agent.  The Local Issuer may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Agreement and may discharge any such Agent, with or without appointing a successor Dissemination Agent.  The Local Issuer shall advise the Authority of any such appointment or discharge.  If at any time there is not any other designated Dissemination Agent, the Local Issuer shall be the Dissemination Agent.


            SECTION 9. Amendment.  Notwithstanding any other provision of this Disclosure Agreement, the Local Issuer may amend this Disclosure Agreement, if such amendment has been approved in writing by the Authority and is supported by an opinion of independent counsel, acceptable to the Authority, with expertise in federal securities laws, to the effect that such amendment is permitted or required by the Rule.


            SECTION 10. Additional Information.  Nothing in this Disclosure Agreement shall be deemed to prevent the Local Issuer from disseminating any other information, using the means of dissemination set forth in this Disclosure Agreement or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Agreement.  If the Local Issuer chooses to include any information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is specifically required by this Disclosure Agreement, such Local Issuer shall have no obligation under this Agreement to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event.


            SECTION 11. Default.  Any person referred to in Section 12 (other than the Local Issuer) may take such action as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Local Issuer to file its Annual Report or to give notice of a Listed Event.  The Authority may, and the holders of not less than a majority in aggregate principal amount of Bonds outstanding may, take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to challenge the adequacy of any information provided pursuant to this Disclosure Agreement, or to enforce any other obligation of the Local Issuer hereunder.  A default under this Disclosure Agreement shall not be deemed an event of default under the applicable resolution or bonds of the Local Issuer, and the sole remedy under this Disclosure Agreement in the event of any failure of the Local Issuer to comply herewith shall be an action to compel performance.  Nothing in this provision shall be


deemed to restrict the rights or remedies of any holder pursuant to the Securities Exchange Act of 1934, the rules and regulations promulgated thereunder, or other applicable laws.


            SECTION 12. Beneficiaries.  This Disclosure Agreement shall inure solely to the benefit of the Authority, the Local Issuer, the Participating Underwriters, and holders from time to time of the Authority’s Bonds, and shall create no rights in any other person or entity.


            SECTION 13. Counterparts.  This Disclosure Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.


                        Date: _________________________, 2005


                                                                                    COUNTY OF ALBEMARLE




                                                                                    Richard  M. Wiggans

                                                                                    Director of Finance


                                                                                                                                        EXHIBIT A


                                    NOTICE OF FAILURE TO FILE ANNUAL REPORT

                                             [AUDITED FINANCIAL STATEMENTS]



                                       Re:  VIRGINIA PUBLIC SCHOOL AUTHORITY

                                        SCHOOL FINANCING BONDS (1997 Resolution)

                                                            Refunding Series 2003 D


                                           CUSIP Numbers:  92817F R57 -92817F V52


                                                          Dated:  December 11, 2003



Name of Local Issuer:  County of Albemarle




NOTICE IS HEREBY GIVEN that the County of Albemarle has not provided an Annual Report as required by Section 3(a) of the Continuing Disclosure Agreement, which was entered into in connection with the above-named bonds issued pursuant to that certain Series Resolution adopted on November 13, 2003, by the Board of Commissioners of the Virginia Public School Authority, the proceeds of which were used to refund certain School Bonds of the County of Albemarle.  [The County of Albemarle anticipates that the Annual Report will be filed by _____________.]  The County of Albemarle is a material “obligated person” within the meaning of Rule 15c2-12 under the Securities Exchange Act of 1934, as amended, with respect to the above-named bonds of the Authority.


Dated: _______________




                                                                                                COUNTY OF ALBEMARLE






                                                                                                                                        EXHIBIT B


                                                 CONTENT OF ANNUAL REPORT



Description of the Local Issuer.  A description of the Local Issuer including a summary of its form of government, budgetary processes and its management and officers.


Debt.  A description of the terms of the Local Issuer’s outstanding tax-supported and other debt including a historical summary of outstanding tax-supported debt; a summary of authorized but unissued tax-supported debt; a summary of legal debt margin; a summary of overlapping debt; and a summary of annual debt service on outstanding tax-supported debt as of the end of the preceding fiscal year.  The Annual Report should also include (to the extent not shown in the latest audited financial statements) a description of contingent obligations as well as pension plans administered by the Local Issuer and any unfunded pension liabilities.


Financial Data.  Financial information respecting the Local Issuer including a description of revenues and expenditures for its major funds and a summary of its tax policy, structure and collections as of the end of the preceding fiscal year.


Capital Improvement Plan.  A summary of the Local Issuer’s capital improvement plan.


Demographic, Economic and Supplemental Information.  A summary of the Local Issuer’s demographic and economic characteristics such as population, income, employment, and public school enrollment and infrastructure data as of the end of the preceding fiscal year.  The Annual Report should also include a description of material litigation pending against the Local Issuer.


    [1]                         The Authority will advise the Local Issuer within 60 days of the end of each Fiscal Year if such Local Issuer was a Material Obligated Person as of the end of such Fiscal Year.  Upon written request, the Authority will also advise the Local Issuer as to its status as a MOP as of any other date.

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