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THE METROPOLITAN ST. LOUIS SEWER DISTRICT
O R D I N A N C E NO. 12705
Adopted July 10, 2008
Relating to:
TAX AND REVENUE ANTICIPATION NOTE
SERIES 2008-A
____________________
O R D I N A N C E NO. 12705
AN ORDINANCE AUTHORIZING A TAX AND REVENUE ANTICIPATION
NOTE IN CONNECTION WITH THE FINANCING OF CAPITAL
IMPROVEMENTS WITHIN THE METROPOLITAN ST. LOUIS SEWER
DISTRICT.
1. The Metropolitan St. Louis Sewer District (the “District”), a body corporate, a municipal
corporation and a political subdivision duly organized and existing under the Constitution and laws of the
State of Missouri and the District’s Charter (Plan), as amended, approved by the voters for its government
(the “Charter”), owns and operates a revenue producing sanitary sewer and storm water system.
2. The District desires to construct a maintenance storage facility and to undertake storm
water projects within the District, and is authorized under the provisions of the Charter to borrow money
for such purposes in anticipation of the collection of taxes and revenues of the District for the fiscal year,
provided that the amount of such loan shall at no time exceed ninety percent of the estimated collectible
taxes and revenues of the District for the year yet uncollected.
3. The District’s Secretary-Treasurer has certified that the aggregate principal amount of the
Note authorized hereunder does not exceed ninety percent of the District’s estimated collectible taxes and
revenues yet uncollected for the fiscal year ending June 30, 2009.
NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF TRUSTEES OF THE
METROPOLITAN ST. LOUIS SEWER DISTRICT, AS FOLLOWS:
Section One: The Board of Trustees hereby approves and authorizes the borrowing of
$5,000,000 pursuant to a promissory note titled “Tax and Revenue Anticipation Note, Series 2008-A”
(the “Note”) with Bank of America, N.A. on the terms and at the rate set forth therein. The form of said
Note is attached hereto and made a part hereof as Exhibit A.
Section Two: The District is hereby authorized to enter into and the Chairman of the Board of
Trustees or the Executive Director of the District is hereby authorized and directed to execute and deliver,
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for and on behalf of and as the act and deed of the District, the Note and such other documents,
certificates and instruments as may be necessary or desirable to carry out and comply with the intent of
this Ordinance. The Secretary-Treasurer of the District is hereby authorized and directed to attest and
affix the seal of the District to the Note and such other documents, certificates and instruments as may be
necessary or desirable to carry out and comply with the intent of this Ordinance.
Section Three: The District hereby appropriates $10,000 from proceeds of the Note to pay costs
of issuing the Note.
Section Four: In case any one or more of the provisions of this Ordinance or of the Note shall
for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other
provision of this Ordinance or of the Note, but this Ordinance and the Note shall be construed and
enforced as if such illegal or invalid provision had not been contained therein. In case any covenant,
stipulation, obligation or agreement contained in this Ordinance or in the Note shall for any reason be
held to be unenforceable or in violation of law, then such covenant, stipulation, obligation or agreement
shall be deemed to be the covenant, stipulation, obligation or agreement of the District to the full extent
that the power to incur such obligation or to make such covenant, stipulation or agreement shall have been
conferred on the District by law.
Section Five: This Ordinance shall be governed by and construed and enforced in accordance
with the laws of the State and the Charter.
Section Six: Pursuant to the Charter, this Ordinance constitutes an appropriation ordinance
and shall take effect immediately and be in full force after its passage by the Board of Trustees.
The foregoing Ordinance was adopted July 10, 2008.
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THE METROPOLITAN ST. LOUIS
SEWER DISTRICT
By:
Chairman of the Board of Trustees
(SEAL)
ATTEST:
Secretary-Treasurer
APPROVED AS TO FORM:
Randy E. Hayman, General Counsel
EXHIBIT A
FORM OF NOTE
Page 1 of 2
TAX AND REVENUE ANTICIPATION NOTE
SERIES 2008-A
$5,000,000 July __, 2008
St. Louis, Missouri
FOR VALUE RECEIVED, THE METROPOLITAN ST. LOUIS SEWER DISTRICT (the
“District”) promises to pay, in lawful money of the United States of America, to BANK OF AMERICA,
N.A., or order (the “Bank”), Five Million Dollars ($5,000,000) on June 15, 2009 (the “Maturity Date”),
and to pay interest thereon at the Interest Rate (defined below) (computed on the basis of the actual
number of days in the interest period over a 360-day year), on October 15, 2008, January 15, 2009,
April 15, 2009 and on the Maturity Date, out of funds derived from taxes and other revenues of the
District for the year ending June 30, 2009 (the “Fiscal Year”), upon due and proper endorsement and
presentment hereof; provided, however, from and after the Maturity Date, any amount outstanding
hereunder from time to time shall bear interest at the rate of 10% per annum until this Note and all interest
due hereon is paid in full. This Note is subject to optional prepayment by the District on any Interest Rate
Change Date (defined below) without premium or penalty.
“Interest Rate” means 60.938% of the one-month LIBOR Rate (defined below), plus 70 basis
points. The Interest Rate will initially be set at the current one-month LIBOR Rate effective the dated
date of this Note (July __, 2008) and reset the first day of each month, or the next business day thereafter
if such day is not a business day; provided that in no event shall the Interest Rate on this Note exceed the
maximum rate permitted by law. “LIBOR Rate” means the rate of interest equal to the rate per annum
equal to the British Bankers Association LIBOR Rate (“BBA LIBOR”) with a term of one month, as
published by Reuters (or other commercially available source providing quotations of BBA LIBOR as
selected by the Bank from time to time) as determined for each Interest Rate Change Date at
approximately 11:00 a.m. London time two (2) business days prior to the Interest Rate Change Date, for
U.S. Dollar deposits (for delivery on the first day of such interest period). If such rate is not available at
such time for any reason, then the rate for that interest period will be determined by such alternate method
as reasonably selected by the Bank. Any change in the Interest Rate resulting from a change in the
LIBOR Rate shall become effective as of the opening of business on the Interest Rate Change Date. An
“Interest Rate Change Date” is the first day of the month next succeeding the month in which the change
in LIBOR Rate occurs.
So long as Bank of America, N.A. is the sole owner of this Note, all payments made hereunder, at
the request of Bank of America, N.A., shall be paid by automatic debit system.
Unless otherwise agreed or required by applicable law, payments will be applied first to accrued
unpaid interest, then to principal, and any remaining amount to any unpaid collection costs and late
charges. If this Note shall be placed in the hands of an attorney or attorneys for collection, the District
agrees to pay, in addition to the amount due hereon, the reasonable costs and expenses of collection,
including reasonable attorneys’ fees.
This Note is issued pursuant to the authority of the District’s Charter (Plan), as amended,
approved by the voters for its government (the “Charter”) and an ordinance duly passed by the Board of
Trustees of the District. This Note shall be governed by and construed and enforced in accordance with
the Charter and the laws of the State of Missouri.
Page 2 of 2
The District agrees to provide the Bank with audited financial statements of the District for the
fiscal year ended June 30, 2008, within thirty days after the completion of such audit, but in no event later
than 240 days following the end of such fiscal year.
The District shall be promptly advised in writing of any endorsement or assignment of this Note,
and such endorsement or assignment shall be noted in the note register, which the District shall maintain
to reflect the ownership of the Note.
All parties to this Note, whether maker or endorser, hereby waive presentment for payment,
demand, protest, notice or protest and notice of dishonor. The Bank may delay or forgo enforcing any of
its rights or remedies under this Note without losing them. Time is of the essence under this Note.
No provision of this Note may be waived, modified, discharged, or cancelled orally, but only in
writing and signed by the party against whom enforcement of any waiver, modification, discharge or
cancellation is sought.
Pursuant to Section 432.047 of the Revised Statutes of Missouri, as amended, the District
agrees that ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND
CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING
PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE
REGARDLESS OF THE LEGAL THEORY UPON WHICH IT IS BASED THAT IS IN ANY
WAY RELATED TO THE CREDIT AGREEMENT. TO PROTECT YOU (the District) AND US
(the Bank) FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE
REACH COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS
THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US,
EXCEPT AS WE MAY LATER AGREE IN WRITING TO MODIFY IT.
THE METROPOLITAN ST. LOUIS
SEWER DISTRICT
By:
Executive Director
(SEAL)
ATTEST:
Secretary-Treasurer