HomeMy Public PortalAboutExhibit MSD 11P Supplemental Bond Ordinance 12343
THE METROPOLITAN ST. LOUIS SEWER DISTRICT
ORDINANCE NO. 12343
ADOPTED NOVEMBER 9, 2006
____________________
Relating to:
WASTEWATER SYSTEM REVENUE BONDS
SERIES 2006C
____________________
(i)
TABLE OF CONTENTS
This Table of Contents is for convenience of reference only and is not part of this Ordinance.
Page
Recitals .............................................................................................................................................1
ARTICLE I
DEFINITIONS
Section 1.1. Definitions ...........................................................................................................................3
ARTICLE II
AUTHORIZATION OF THE SERIES 2006C BONDS
Section 2.1. Authorization of Series 2006C Bonds; Details....................................................................5
ARTICLE III
REDEMPTION OF SERIES 2006C BONDS
Section 3.1. Optional and Mandatory Redemption of Series 2006C Bonds............................................6
ARTICLE IV
FUNDS AND ACCOUNTS
Section 4.1. Establishment of Funds and Accounts.................................................................................6
ARTICLE V
GENERAL PROVISIONS
Section 5.1. Applicability of Master Bond Ordinance.............................................................................7
Section 5.2. Authorization of Series 2006C Registrar and Paying Agent Agreement.............................7
Section 5.3. Authorization of Continuing Disclosure Agreement...........................................................7
ARTICLE VI
SALE AND APPLICATION OF PROCEEDS OF SERIES 2006C BONDS
Section 6.1. Sale of Series 2006C Bonds; Authorization and Execution of Documents.........................8
Section 6.2. Application of Series 2006C Bond Proceeds.......................................................................8
Section 6.3. Appropriation of Series 2006C Bond Proceeds to Pay Costs of Issuance...........................8
Section 6.4. Moneys in the Series 2006C Costs of Issuance Account.....................................................8
(ii)
ARTICLE VII
SERIES 2006C CREDIT FACILITY
Section 7.1. Authorization.......................................................................................................................9
Section 7.2. Information to be Furnished to and Agreements with the Series 2006C
Credit Facility Provider...................................................................................................9
Section 7.3. Redemption Notices...........................................................................................................11
Section 7.4. Events of Default and Remedies........................................................................................11
Section 7.5. Supplemental Ordinances..................................................................................................11
Section 7.6. Defeasance.........................................................................................................................11
Section 7.7. Payment Under the Series 2006C Credit Facility..............................................................12
Section 7.8. Notice Address...................................................................................................................13
ARTICLE VIII
MISCELLANEOUS PROVISIONS
Section 8.1. Official Statement..............................................................................................................14
Section 8.2. General Authorization for Series 2006C Bonds ................................................................14
Section 8.3. Severability........................................................................................................................14
Section 8.4. Applicable Provisions of Law............................................................................................14
Section 8.5. Effective Date....................................................................................................................14
Signatures and Seal......................................................................................................................................15
Exhibit A - Terms of Series 2006C Bonds
Exhibit B - Form of Series 2006C Bonds
Exhibit C - Certificate of Final Terms
Exhibit D - Continuing Disclosure Agreement
Exhibit E - Purchase Contract
Exhibit F - Form of Requisition--Project Fund
Exhibit G - Registrar and Paying Agent Agreement
Exhibit H - Preliminary Official Statement
ORDINANCE NO. 12343
ANORDINANCE AUTHORIZING AND DIRECTING THE ISSUANCE, SALE
AND DELIVERY OF WASTEWATER SYSTEM REVENUE BONDS,
SERIES 2006C, OF THE METROPOLITAN ST. LOUIS SEWER DISTRICT;
PRESCRIBING THE FORM AND DETAILS OF SAID BONDS; AND
AUTHORIZING CERTAIN ACTIONS AND DOCUMENTS AND
PRESCRIBING OTHER MATTERS RELATING THERETO.
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 system (the “System”, as
hereinafter more fully defined).
2. The District desires to make certain additions, extensions and improvements to the
System and is authorized under the provisions of the Charter to issue and sell revenue bonds for the
purpose of providing funds for such purpose, upon obtaining the required voter approval and provided
that the principal of and interest on such revenue bonds shall be payable solely from the revenues derived
from the operation of the System.
3. Pursuant to such authority, a special bond election was duly held in the District on
February 3, 2004 on the following proposition:
PROPOSITION ‘Y’
To comply with federal and state clean water requirements, shall
The Metropolitan St. Louis Sewer District (MSD) issue its sewer
system revenue bonds in the amount of Five Hundred Million
Dollars ($500,000,000) for the purpose of constructing, improving,
renovating, repairing, replacing and equipping new and existing
MSD sewer facilities and system, including sewer disposal and
treatment plants, sanitary interceptor sewers and acquisition of
easements and real property related thereto, the cost of operation
and maintenance of said sewer system and the principal of and
interest on said revenue bonds to be payable solely from the
revenues derived by MSD from the operation of its sewer system,
including all future extensions and improvements thereto?
and it was found and determined that more than a simple majority of the qualified electors of the District
voting on the proposition had voted in favor of the issuance of said revenue bonds for the purpose
aforesaid, the vote on said proposition having been 101,419 votes for said proposition to 47,025 votes
against said proposition.
4. $400,000,000 principal amount of the bonds so authorized have heretofore been issued or
authorized for issuance as described below.
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5. By Master Bond Ordinance No. 11713 passed on April 22, 2004 (the “Master Bond
Ordinance”), the District has issued its Wastewater System Revenue Bonds, Series 2004A (the
“Series 2004A Bonds”), dated May 6, 2004, in the original principal amount of $175,000,000, of which
$173,500,000 remains outstanding as of the date of passage of this Ordinance.
6. The District hereby ratifies and affirms the Master Bond Ordinance.
7. By Ordinance No. 11736 passed on May 13, 2004 (the “Series 2004B Ordinance”), the
District has issued its Subordinate Wastewater System Revenue Bonds (State Revolving Fund Program),
Series 2004B (the “Series 2004B Bonds”), dated May 28, 2004, in the original principal amount of
$161,280,000, of which $159,025,000 remains outstanding as of the date of passage of this Ordinance.
8. By Ordinance No. 11986 passed on May 5, 2005 (the “Series 2005A Ordinance”), the
District has issued its Subordinate Wastewater System Revenue Bonds (State Revolving Fund Program),
Series 2005A (the “Series 2005A Bonds”), dated May 19, 2005, in the original principal amount of
$6,800,000, all of which remains outstanding as of the date of passage of this Ordinance.
9. By Ordinance No. 12179 passed on March 9, 2006 (the “Series 2006A Ordinance”), the
District has issued its Subordinate Wastewater System Revenue Bonds (State Revolving Fund Program),
Series 2006A (the “Series 2006A Bonds”), dated April 27, 2006, in the original principal amount of
$42,715,000, all of which remains outstanding as of the date of passage of this Ordinance.
10. By Ordinance No. 12332 passed on October 12, 2006 (the “Series 2006B Ordinance” and
together with the Series 2004B Ordinance, the Series 2005A Ordinance and the Series 2006A Ordinance,
the “Outstanding Subordinate Bond Ordinances”), the District has authorized the issuance of its
Subordinate Wastewater System Revenue Bonds (State Revolving Fund Program), Series 2006B (the
“Series 2006B Bonds” and together with the Series 2004B Bonds, the Series 2005A Bonds and the
Series 2006A Bonds, the “Outstanding Subordinate Bonds”), expected to be dated November 16, 2006, in
the original principal amount of $14,205,000.
11. Under the provisions of the Master Bond Ordinance, the District may issue additional
bonds payable out of the Pledged Revenues that are senior to the Outstanding Subordinate Bonds, and
that are on parity with the Outstanding Senior Bonds (within the meaning of the Master Bond Ordinance),
if certain conditions are met.
12. The District has determined that there is a need for the construction, improvement,
renovation, repair, replacement and equipping of the System, all as generally described in the report dated
September 2002, prepared by the District’s program planners, Sverdrup, Kwame and Metcalf & Eddy,
and in accordance or substantially in accordance with plans and specifications on file from time to time
with the District.
13. The District has determined that it is necessary and desirable and in the best interests of
the citizens of the area served by the System for the District to make the additions, extensions and
improvements to the System described above, and to finance the costs of the foregoing by issuing its
revenue bonds in the Original Principal Amount (as defined below) (the “Series 2006C Bonds”).
14. The Series 2006C Bonds are being issued as Senior Bonds (within the meaning of the
Master Bond Ordinance) under the Master Bond Ordinance and this Ordinance, this Ordinance constitutes
a Series Ordinance (within the meaning of the Master Bond Ordinance), and the provisions of the Master
Bond Ordinance are applicable to the Series 2006C Bonds except as otherwise provided in this
Ordinance.
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15. The District, upon the issuance of the Series 2006C Bonds, will not have outstanding any
other bonds or other obligations payable from the Pledged Revenues other than the Series 2004A Bonds
and the Outstanding Subordinate Bonds.
NOW, THEREFORE, Be It Ordained by the Board of Trustees of The Metropolitan St. Louis
Sewer District, as follows:
ARTICLE I
DEFINITIONS
Section 1.1. Definitions. For all purposes of this Ordinance, except as otherwise provided or
unless the context otherwise requires, words and terms used in this Ordinance shall have the meanings set
forth in Section 1.1 of the Master Bond Ordinance and the following meanings set forth in this Section.
Any words and terms defined herein that are not already defined in the Master Bond Ordinance are
intended to supplement the definitions contained therein. Any words and terms defined herein that are
already defined in the Master Bond Ordinance are intended to replace and supersede such definitions
already contained therein for purposes related to the Series 2006C Bonds. If any of the following
definitions conflict with the definitions already set forth in the Master Bond Ordinance, the definitions set
forth herein shall take precedence:
“Beneficial Owner,” with respect to the Series 2004A Bonds and the Series 2006C Bonds, shall
have the meaning specified in Section 2.11.
“Bond Registrar” means any bank or trust company designated as such by the District in the
Bond Ordinance with respect to any of the Bonds. Such Bond Registrar shall perform the duties required
of the Bond Registrar in the Bond Ordinance. The Bank of New York Trust Company, N.A. (as
successor to BNY Trust Company of Missouri, St. Louis, Missouri), has been designated as Bond
Registrar for the Bonds in the Master Bond Ordinance; provided, however, that in connection with the
issuance of any SRF Bonds, the District shall appoint such separate Bond Registrar designated by the
issuer of the SRF Bonds.
“Certificate of Final Terms” means Exhibit C, executed and delivered by the Chairman of the
Governing Body, the Chief Officer or the Chief Financial Officer pursuant to Section 6.1 hereof and
attached to this Ordinance as Exhibit C as of the date of issuance of the Series 2006C Bonds.
“Continuing Disclosure Agreement” means (i) with respect to the Series 2004A Bonds, the
Disclosure Dissemination Agent Agreement dated as of May 1, 2004 between the District and Digital
Assurance Certification, L.L.C., as Dissemination Agent, as amended from time to time in accordance
with its terms, in substantially the form attached to the Master Bond Ordinance as Exhibit B, (ii) with
respect to the Series 2006C Bonds, the Disclosure Dissemination Agent Agreement dated as of
November 1, 2006 between the District and Digital Assurance Certification, L.L.C., as Dissemination
Agent, as amended from time to time in accordance with its terms, in substantially the form attached
hereto as Exhibit D, and (iii) with respect to any other series of Bonds, the continuing disclosure
agreement relating to such series of Bonds, as amended from time to time in accordance with its terms.
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“Debt Service Reserve Requirement” means an amount determined from time to time by the
District as a reasonable reserve for the payment of Principal of and interest on Senior Bonds which are not
Senior SRF Bonds. Initially, this amount shall be the least of (a) 10% of the stated Principal amount of
the Senior Bonds which are not Senior SRF Bonds, (b) the maximum annual Principal and interest
requirements on the Senior Bonds which are not Senior SRF Bonds (determined as of the issue date of
each series of Senior Bonds which are not Senior SRF Bonds), or (c) 125% of the average annual
Principal and interest requirements on the Senior Bonds which are not Senior SRF Bonds (determined as
of the issue date of each series of Senior Bonds which are not Senior SRF Bonds). The District may in its
sole discretion change, reduce or increase this amount from time to time by Supplemental Ordinance, but
in no event may the District reduce this amount (A) below the greater of (1) while the Series 2004A
Bonds or the Series 2006C Bonds are Outstanding, the least of (x) the aggregate of 10% of the stated
Principal amounts of the Series 2004A Bonds and the Series 2006C Bonds, (y) the aggregate of the
maximum annual Principal and interest requirements on the Series 2004A Bonds and the Series 2006C
Bonds (determined as of their respective issue dates), or (z) the aggregate of 125% of the average annual
Principal and interest requirements on the Series 2004A Bonds and the Series 2006C Bonds (determined
as of their respective issue dates), or (2) 50% of the average annual Debt Service Requirement with
respect to Senior Bonds (other than Senior SRF Bonds) in the then current or any succeeding Fiscal Year,
and (B) unless each Rating Agency indicates in writing to the District that such reduction will not, by
itself, result in a reduction or withdrawal of its current Rating on the Senior Bonds. If the aggregate
initial offering price of a series of Bonds to the public is less than 98% or more than 102% of par, such
offering price shall be used in lieu of the stated Principal amount. Notwithstanding the foregoing, the
Debt Service Reserve Requirement, if any, in connection with any Senior SRF Bonds or any Subordinate
Bonds, including Subordinate SRF Bonds, shall be as provided in the Series Ordinance authorizing the
issuance of such Senior SRF Bonds or such Subordinate Bonds.
“Depository” means the depository of each fund established under the Bond Ordinance, and any
successor depository of such fund hereafter designated by the District from time to time by Supplemental
Ordinance. The Depository for the Series 2004A Bonds and the Series 2006C Bonds is Bank of America,
N.A., St. Louis, Missouri.
“Original Principal Amount” means the principal amount of Series 2006C Bonds originally
issued and delivered pursuant to the Master Bond Ordinance and this Ordinance, in the amount specified
in the Certificate of Final Terms, subject to the terms in Exhibit A.
“Paying Agent” means any bank or trust company, including any successors and assigns thereof,
authorized by the District in the Bond Ordinance to pay the Principal of, premium, if any, or interest on
any Bonds on behalf of the District. Such Paying Agent shall perform the duties required of the Paying
Agent in the Bond Ordinance. The Bank of New York Trust Company, N.A. (as successor to BNY Trust
Company of Missouri, St. Louis, Missouri), is hereby designated as Paying Agent for the Bonds;
provided, however, that in connection with the issuance of any SRF Bonds, the District shall appoint such
Paying Agent designated by the issuer of the SRF Bonds.
“Purchase Contract” means (i) with respect to the Series 2004A Bonds, the Purchase Contract
between the District and the Underwriter of the Series 2004A Bonds, in substantially the form attached as
Exhibit C to the Master Bond Ordinance, (ii) with respect to the Series 2006C Bonds, the Purchase
Contract between the District and the Underwriter of the Series 2006C Bonds, in substantially the form
attached hereto as Exhibit E, and (iii) with respect to any additional Bonds, the purchase contract
between the District and the Underwriter relating to such series of Bonds.
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“Senior Bonds” means the Series 2004A Bonds, the Series 2006C Bonds and any Bonds,
including Senior SRF Bonds, issued with a right to payment and secured by a lien on a parity with the
Series 2004A Bonds and the Series 2006C Bonds (except with respect to any Credit Facility which may
be available only to one or more series of Senior Bonds and except that Senior SRF Bonds shall not be
secured by the Debt Service Reserve Account) pursuant to Section 5.3 of the Master Bond Ordinance.
“Series 2006C Bonds” means the District’s Wastewater System Revenue Bonds, Series 2006C,
issued in the Original Principal Amount, authorized under Section 2.1 hereof.
“Series 2006C Costs of Issuance Account” means the account by that name within the Project
Fund established in Article IV hereof.
“Series 2006C Credit Facility” means the financial guaranty insurance policy issued by the
Series 2006C Credit Facility Provider that guarantees payment of Principal of and interest on the
Series 2006C Bonds.
“Series 2006C Credit Facility Provider” means MBIA Insurance Corporation, a New York
domiciled corporation, or any successor thereto.
“Series 2006C Official Statement” means the final Official Statement respecting the
Series 2006C Bonds.
“Series 2006C Project” means the project as (1) generally described in the report dated
September 2002, prepared by the District’s program planners, Sverdrup, Kwame and Metcalf & Eddy,
and (2) particularly described in plans and specifications on file from time to time with the District.
“Series 2006C Project Account” means the account by that name within the Project Fund
established in Article IV hereof.
“Series 2006C Rebate Account” means the account by that name within the Rebate Fund
established in Article IV hereof.
“Series 2006C Registrar and Paying Agent Agreement” means the Registrar and Paying Agent
Agreement between the District and the Paying Agent, relating to the Series 2006C Bonds, in
substantially the form attached hereto as Exhibit G.
“Underwriter” means (i) with respect to the Series 2004A Bonds, Banc of America Securities
LLC, as representative of the original purchasers of the Series 2004A Bonds, (ii) with respect to the
Series 2006C Bonds, A.G. Edwards & Sons, Inc., as representative of the original purchasers of the
Series 2006C Bonds, and (iii) with respect to any additional series of Bonds, the underwriter(s) specified
in the Series Ordinance authorizing such series of Bonds.
ARTICLE II
AUTHORIZATION OF THE SERIES 2006C BONDS
Section 2.1. Authorization of Series 2006C Bonds; Details. The District hereby authorizes
the execution, issuance, and delivery of a series of Bonds to be designated “The Metropolitan St. Louis
Sewer District Wastewater System Revenue Bonds, Series 2006C,” in the Original Principal Amount,
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which series of Bonds shall be executed, issued, and delivered under, and secured by, the Master Bond
Ordinance and this Ordinance.
The Series 2006C Bonds shall be dated the date of their initial issuance. The Series 2006C Bonds
shall be numbered in a convenient manner established by the Bond Registrar and shown by the Bond
Register.
The Series 2006C Bonds and the Bond Registrar’s Certificate of Authentication shall be in
substantially the form set forth in Exhibit B attached hereto, with such variations, omissions,
substitutions and insertions as are required or permitted by the Master Bond Ordinance and this
Ordinance.
The Series 2006C Bonds shall bear interest at the rates per annum set forth in the Certificate of
Final Terms, computed on the basis of a 360-day year consisting of twelve 30-day months, payable on
May 1, 2007 and semiannually thereafter on each May 1 and November 1 of each year and shall mature
on May 1 in the years and in the Principal amounts set forth in the Certificate of Final Terms, unless
earlier called for redemption.
ARTICLE III
REDEMPTION OF SERIES 2006C BONDS
Section 3.1. Optional and Mandatory Redemption of Series 2006C Bonds.
(a) Optional Redemption of Series 2006C Bonds by District. At the option of the District,
certain Series 2006C Bonds may be called for redemption and payment prior to maturity in whole or in
part on the dates and at the redemption prices set forth in the Certificate of Final Terms.
(b) Mandatory Redemption of Series 2006C Bonds. The Term Bonds, if any, set forth in the
Certificate of Final Terms will be redeemed in part on the dates and in the principal amounts set forth in
the Certificate of Final Terms, at a redemption price equal to 100% of the principal amount redeemed plus
accrued interest to the redemption date.
ARTICLE IV
FUNDS AND ACCOUNTS
Section 4.1. Establishment of Funds and Accounts. In addition to the Funds and Accounts
established in Section 4.2 of the Master Bond Ordinance, the District hereby establishes the following
accounts, and the moneys deposited in such accounts shall be held in trust for the purposes set forth in the
Bond Ordinance:
4.1.1. Within the Metropolitan St. Louis Sewer District Wastewater Rebate Fund (the
“Rebate Fund”), to be held by the Depository for the account of the District, a Series 2006C
Rebate Account.
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4.1.2. Within the Metropolitan St. Louis Sewer District Wastewater Project Fund (the
“Project Fund”), to be held by the Depository for the account of the District, a Series 2006C
Project Account and a Series 2006C Costs of Issuance Account.
Each account listed above shall be held within the fund under which it is created. All accounts
listed above are further described in Article IV of the Master Bond Ordinance, except for (i) the Rebate
Fund as further described in Article VI of the Master Bond Ordinance and (ii) the Project Fund as further
described in Article XII of the Master Bond Ordinance.
ARTICLE V
GENERAL PROVISIONS
Section 5.1. Applicability of Master Bond Ordinance. Except as otherwise provided in this
Ordinance, the provisions of the Master Bond Ordinance are hereby ratified, approved and confirmed and
incorporated herein and shall be applicable to the authorization, execution, authentication, issuance,
redemption, payment, sale and delivery of the Series 2006C Bonds, the custody and the distribution of the
proceeds and the security, payment, redemption and enforcement of payment thereof. The requirements
of Article V of the Master Bond Ordinance regarding the issuance of additional Bonds have been
satisfied.
Section 5.2. Authorization of Series 2006C Registrar and Paying Agent Agreement. The
form, terms, and conditions and the execution, delivery, and performance of the Series 2006C Registrar
and Paying Agent Agreement, which has been filed with the District, are hereby approved and authorized.
The Series 2006C Registrar and Paying Agent Agreement shall be in substantially the form attached
hereto as Exhibit G with such changes, corrections, deletions, insertions, variations, additions, or
omissions as may be approved by the Chairman of the Governing Body or the Chief Officer, whose
approval thereof shall be conclusively evidenced by the execution of such contract. The Chairman of the
Governing Body or the Chief Officer is hereby authorized and directed to execute on behalf of the District
the Series 2006C Registrar and Paying Agent Agreement, and the Attesting Officer is hereby authorized
and directed to affix thereto and attest the seal of the District, upon proper execution and delivery of the
other party thereto, provided, that in no event shall any such attestation or affixation of the seal of the
District be required as a prerequisite to the effectiveness thereof, and the Chairman of the Governing
Body or the Chief Officer and Attesting Officer are authorized and directed to deliver such contract on
behalf of the District.
Section 5.3. Authorization of Continuing Disclosure Agreement. The form, terms, and
conditions and the execution, delivery, and performance of the Continuing Disclosure Agreement with
respect to the Series 2006C Bonds (the “Continuing Disclosure Agreement”), which has been filed with
the District, are hereby approved and authorized. The Continuing Disclosure Agreement shall be in
substantially the form attached hereto as Exhibit D with such changes, corrections, deletions, insertions,
variations, additions, or omissions as may be approved by the Chairman of the Governing Body, the Chief
Officer or the Chief Financial Officer, whose approval thereof shall be conclusively evidenced by the
execution of such contract. The Chairman of the Governing Body, the Chief Officer or the Chief
Financial Officer is hereby authorized and directed to execute on behalf of the District the Continuing
Disclosure Agreement. The District hereby covenants and agrees that it shall comply with and carry out
all of the provisions of the Continuing Disclosure Agreement. Notwithstanding any other provision of the
Bond Ordinance, failure of the District to comply with the Continuing Disclosure Agreement shall not be
considered a default or an Event of Default under the Bond Ordinance. It is expressly provided, however,
that any Beneficial Owner of the Series 2006C Bonds may take such action, to the extent and in such
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manner as may be allowed by applicable law, as may be necessary and appropriate, including seeking
mandamus or specific performance by court order, to cause the District to comply with its obligations
under this Section.
ARTICLE VI
SALE AND APPLICATION OF PROCEEDS OF SERIES 2006C BONDS
Section 6.1. Sale of Series 2006C Bonds; Authorization and Execution of Documents.
The District shall sell the Series 2006C Bonds to the Underwriter under the terms of the Purchase
Contract in substantially the form attached hereto as Exhibit E. Delivery of the Series 2006C Bonds
shall be made to the Underwriter as soon as practicable after the effective date of this Ordinance, upon
payment therefor in accordance with the terms of the Purchase Contract. The Chairman of the Governing
Body, the Chief Officer or the Chief Financial Officer is authorized to execute the Purchase Contract,
with such changes therein as such officer deems appropriate, for and on behalf of the District, such
officer’s signature thereon being conclusive evidence of such officer’s and the District’s approval thereof.
The Chairman of the Governing Body, the Chief Officer or the Chief Financial Officer is further
authorized and directed to approve the purchase price for the Series 2006C Bonds, the principal amounts by
maturity, the interest rates and the other final terms of the Series 2006C Bonds, including applicable
redemption provisions, subject to the limitations set forth in Exhibit A, and in that connection, to execute
and deliver the Certificate of Final Terms for and on behalf of and as the act and deed of the District, which
approval will be conclusively evidenced by such officer’s execution of the Certificate of Final Terms. Upon
execution, the Certificate of Final Terms will be attached to this Ordinance as Exhibit C. The Chairman of
the Governing Body, the Chief Officer and the Chief Financial Officer are further authorized and directed
to execute any other documents, certificates and instruments that are necessary or desirable to carry out the
intent of this Ordinance. The Attesting Officer is authorized and directed to attest the execution of any
documents, certificates and instruments that are necessary or desirable to carry out the intent of this
Ordinance.
Section 6.2. Application of Series 2006C Bond Proceeds. Upon the written request of the
District, the Bond Registrar shall authenticate and hold the Series 2006C Bonds as “Fast Agent” for the
benefit of the Beneficial Owners and shall receive a receipt for the Series 2006C Bonds. The proceeds
received from the sale of the Series 2006C Bonds, including any premium and accrued interest, will be
deposited simultaneously with the delivery of the Series 2006C Bonds as set forth in the Certificate of
Final Terms.
Section 6.3. Appropriation of Series 2006C Bond Proceeds to Pay Costs of Issuance. The
District hereby appropriates the amount set forth in the Certificate of Final Terms, which amount will not
exceed the amount set forth in Exhibit A, from moneys on deposit in the Series 2006C Costs of Issuance
Account, to pay costs of issuing the Series 2006C Bonds.
Section 6.4. Moneys in the Series 2006C Costs of Issuance Account. At such time as the
Depository is furnished with a certificate from the Chief Financial Officer stating that all Costs of
Issuance have been paid, and in any case not later than 6 months after the date of issuance of the
Series 2006C Bonds, the Depository shall transfer any money in the Series 2006C Costs of Issuance
Account to the Series 2006C Project Account of the Project Fund.
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ARTICLE VII
SERIES 2006C CREDIT FACILITY
Section 7.1. Authorization. The District hereby authorizes the purchase of the Series 2006C
Credit Facility from the Series 2006C Credit Facility Provider. The Chairman of the Governing Body,
the Chief Officer or the Chief Financial Officer is hereby authorized and directed to execute on behalf of
the District a Credit Facility Agreement between the District and the Series 2006C Credit Facility
Provider relating to the Series 2006C Bonds.
Section 7.2. Information to be Furnished to and Agreements with the Series 2006C
Credit Facility Provider. As long as the Series 2006C Credit Facility is in full force and effect, the
District shall provide the Series 2006C Credit Facility Provider with the following information:
(a) within 180 days after the end of each Fiscal Year, the budget for the succeeding
year, the annual audited financial statements for the preceding Fiscal Year, a statement of the
amount on deposit in the Debt Service Reserve Account as of the last valuation, and, if not
presented in the audited financial statements, a statement of the Pledged Revenues in each such
Fiscal Year;
(b) the Official Statement or other disclosure document, if any, prepared in
connection with the issuance of additional debt secured by Pledged Revenues, whether or not it is
on parity with the Series 2006C Bonds, within 30 days after the sale thereof;
(c) notice of any drawing upon or deficiency due to market fluctuation in the
amount, if any, on deposit in the Debt Service Reserve Account;
(d) notice of the redemption, other than mandatory sinking fund redemption, of any
of the Series 2006C Bonds, or of any advance refunding of the Series 2006C Bonds, including the
Principal amount, maturities, and CUSIP numbers thereof;
(e) simultaneously with the delivery of the annual audited financial statements, a
statement of:
(1) the number of System connections as of the end of the Fiscal Year;
(2) notification of the withdrawal of any System user comprising 5% or
more of System sales measured in terms of revenue dollars since the last reporting date;
(3) any significant System plant retirements or expansions planned or
undertaken since the last reporting date;
(4) maximum and average daily usage for the Fiscal Year;
(5) updated capital plans for expansion and improvement projects; and
(6) results of annual engineering inspections, if any, occurring at the end of
the Fiscal Year;
(f) a full transcript of all proceedings relating to the adoption of any Supplemental
Ordinance;
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(g) in connection with the issuance of additional Bonds, the District shall deliver to
the Series 2006C Credit Facility Provider a copy of the disclosure document, if any, circulated
with respect to such additional Bonds;
(h) copies of any amendments made to the documents executed in connection with
the issuance of the Series 2006C Bonds which are consented to by the Series 2006C Credit
Facility Provider shall be sent to Standard & Poor’s;
(i) the Series 2006C Credit Facility Provider shall receive notice of the resignation
or removal of the Paying Agent and the appointment of a successor thereto;
(j) the Series 2006C Credit Facility Provider shall receive copies of all notices
required to be delivered to Bondholders of Series 2006C Bonds and, on an annual basis, copies of
the District’s audited financial statements and Annual Budget.
Notices: Any notice that is required to be given to a holder of the Series 2006C Bonds or
to the Paying Agent under the Bond Ordinance shall also be provided to the Series 2006C
Credit Facility Provider. All notices required to be given to the Series 2006C Credit
Facility Provider under the Bond Ordinance shall be in writing and shall be sent by
registered or certified mail addressed to MBIA Insurance Corporation, 113 King Street,
Armonk, New York 10504 Attention: Surveillance;
(k) the District agrees to reimburse the Series 2006C Credit Facility Provider
immediately and unconditionally upon demand, to the extent permitted by law, for all reasonable
expenses, including attorneys’ fees and expenses, incurred by the Series 2006C Credit Facility
Provider in connection with (i) the enforcement by the Series 2006C Credit Facility Provider of
the District’s obligations, or the preservation or defense of any rights of the Series 2006C Credit
Facility Provider, under the Bond Ordinance and any other document executed in connection with
the issuance of the Series 2006C Bonds, and (ii) any consent, amendment, waiver or other action
with respect to the Bond Ordinance or any related document, whether or not granted or approved,
together with interest on all such expenses from and including the date incurred to the date of
payment at Citibank’s Prime Rate plus 3% or the maximum interest rate permitted by law,
whichever is less. In addition, the Series 2006C Credit Facility Provider reserves the right to
charge a fee in connection with its review of any such consent, amendment or waiver, whether or
not granted or approved;
(l) the District shall not enter into any agreement nor shall it consent to or participate
in any arrangement pursuant to which Series 2006C Bonds are tendered or purchased for any
purpose other than the redemption and cancellation or legal defeasance of such Series 2006C
Bonds without the prior written consent of the Series 2006C Credit Facility Provider;
(m) the District agrees not to use the Series 2006C Credit Facility Provider’s name in
any public document including, without limitation, a press release or presentation, announcement
or forum without the Series 2006C Credit Facility Provider’s prior consent; provided however,
such prohibition on the use of the Series 2006C Credit Facility Provider’s name shall not relate to
the use of the Series 2006C Credit Facility Provider’s standard approved form of disclosure in
public documents issued in connection with the Series 2006C Bonds to be issued in accordance
with the terms of the commitment; and provided further such prohibition shall not apply to the
use of the Series 2006C Credit Facility Provider’s name in order to comply with public notice,
public meeting or public reporting requirements; and
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(n) such additional information as the Series 2006C Credit Facility Provider may
reasonably request from time to time.
Section 7.3. Redemption Notices. As long as the Series 2006C Credit Facility is in full force
and effect, notice of any redemption of Series 2006C Bonds shall either (i) explicitly state that the
proposed redemption is conditioned on there being on deposit in the applicable fund or account on the
redemption date sufficient money to pay the full redemption price of the Series 2006C Bonds to be
redeemed, or (ii) be sent only if sufficient money to pay the full redemption price of the Series 2006C
Bonds to be redeemed is on deposit in the applicable fund or account.
Section 7.4. Events of Default and Remedies.
(a) As long as the Series 2006C Credit Facility is in full force and effect, in determining
whether a payment default has occurred or whether a payment on the Series 2006C Bonds has been made
under the Bond Ordinance, no effect shall be given to payments made under the Series 2006C Credit
Facility.
(b) As long as the Series 2006C Credit Facility is in full force and effect, any acceleration of
the Series 2006C Bonds or any annulment thereof shall be subject to the prior written consent of the
Series 2006C Credit Facility Provider (if it has not failed to comply with its payment obligations under
the Series 2006C Credit Facility).
(c) As long as the Series 2006C Credit Facility is in full force and effect, the Series 2006C
Credit Facility Provider shall receive immediate notice of any payment default and notice of any other
default known to the Paying Agent or the District within 30 days of the Paying Agent’s or the District’s
knowledge thereof.
(d) As long as the Series 2006C Credit Facility is in full force and effect, for all purposes of
Article VII of the Master Bond Ordinance, except the giving of notice of default to Bondholders, the
Series 2006C Credit Facility Provider shall be deemed to be the sole holder of the Series 2006C Bonds
for so long as it has not failed to comply with its payment obligations under the Series 2006C Credit
Facility.
(e) As long as the Series 2006C Credit Facility is in full force and effect, the Series 2006C
Credit Facility Provider shall be entitled to (i) notify the District, the Paying Agent, or any applicable
receiver of the occurrence of an Event of Default and (ii) request the receiver to intervene in judicial
proceedings that affect the Series 2006C Bonds or the security therefor. The Paying Agent or receiver
shall accept notice of default from the Series 2006C Credit Facility Provider.
Section 7.5. Supplemental Ordinances. As long as the Series 2006C Credit Facility is in
full force and effect, the Series 2006C Credit Facility Provider shall be provided with a copy of any
Supplemental Ordinance authorized by Section 10.1 of the Master Bond Ordinance and any Supplemental
Ordinance authorized by Section 10.2 of the Master Bond Ordinance shall be subject to the prior written
consent of the Series 2006C Credit Facility Provider. Any Rating Agency rating the Series 2006C Bonds
must receive notice of each such Supplemental Ordinance and a copy thereof at least 15 days in advance
of its adoption.
Section 7.6. Defeasance. As long as the Series 2006C Credit Facility is in full force and
effect, only cash, direct non-callable obligations of the United States of America, and securities fully and
unconditionally guaranteed as to the timely payment of Principal and interest by the United States of
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America, to which direct obligation or guarantee the full faith and credit of the United States of America
has been pledged, Refcorp interest strips, CATS, TIGRS, STRIPS, or defeased municipal bonds rated
AAA by S&P or Aaa by Moody’s (or any combination of the foregoing) shall, if otherwise permitted
under the terms of the Bond Ordinance, be used to effect defeasance of the Series 2006C Bonds unless the
Series 2006C Credit Facility Provider otherwise approves. In the event of an advance refunding of the
Series 2006C Bonds, the District shall cause to be delivered a verification report of a nationally
recognized Independent Certified Public Accountant. If a forward supply contract is employed in
connection with the refunding, (i) such verification report shall expressly state that the adequacy of the
escrow to accomplish the refunding relies solely on the initial escrowed investments and the maturing
Principal thereof and interest income thereon and does not assume performance under or compliance with
the forward supply contract, and (ii) the applicable escrow agreement shall provide that in the event of
any discrepancy or difference between the terms of the forward supply contract and the escrow
agreement, the terms of the escrow agreement shall be controlling.
Section 7.7. Payment Under the Series 2006C Credit Facility.
(a) In the event that, on the second Business Day, and again on the Business Day, prior to the
payment date on the Series 2006C Bonds, the Paying Agent has not received sufficient moneys to pay all
Principal of and interest on the Series 2006C Bonds due on the second following or following, as the case
may be, Business Day, the Paying Agent shall immediately notify the Series 2006C Credit Facility
Provider or its designee on the same Business Day by telephone or telegraph, confirmed in writing by
registered or certified mail, of the amount of the deficiency.
(b) If the deficiency is made up in whole or in part prior to or on the payment date, the
Paying Agent shall so notify the Series 2006C Credit Facility Provider or its designee.
(c) In addition, if the Paying Agent has notice that any Bondholder has been required to
disgorge payments of Principal or interest on the Series 2006C Bonds to a trustee in bankruptcy or
creditors or others pursuant to a final judgment by a court of competent jurisdiction that such payment
constitutes an avoidable preference to such Bondholder within the meaning of any applicable bankruptcy
laws, then the Paying Agent shall notify the Series 2006C Credit Facility Provider or its designee of such
fact by telephone or telegraphic notice, confirmed in writing by registered or certified mail.
(d) The Paying Agent is hereby irrevocably designated, appointed, directed and authorized to
act as attorney-in-fact for Bondholders of the Series 2006C Bonds as follows:
(i) If and to the extent there is a deficiency in amounts required to pay interest on the
Series 2006C Bonds, the Paying Agent shall (A) execute and deliver to U.S. Bank Trust National
Association, or its successors under the Series 2006C Credit Facility (the “Insurance Paying
Agent”), in form satisfactory to the Insurance Paying Agent, an instrument appointing the
Series 2006C Credit Facility Provider as agent for such Bondholders of Series 2006C Bonds in
any legal proceeding related to the payment of such interest and an assignment to the
Series 2006C Credit Facility Provider of the claims for interest to which such deficiency relates
and which are paid by the Series 2006C Credit Facility Provider, (B) receive as designee of the
respective Bondholders of Series 2006C Bonds (and not as Paying Agent) in accordance with the
tenor of the Series 2006C Credit Facility payment from the Insurance Paying Agent with respect
to the claims for interest so assigned, and (C) disburse the same to such respective Bondholders
of Series 2006C Bonds; and
(ii) If and to the extent of a deficiency in amounts required to pay Principal of the
Series 2006C Bonds, the Paying Agent shall (A) execute and deliver to the Insurance Paying
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Agent in form satisfactory to the Insurance Paying Agent an instrument appointing the
Series 2006C Credit Facility Provider as agent for such Bondholder of Series 2006C Bonds in
any legal proceeding relating to the payment of such Principal and an assignment to the
Series 2006C Credit Facility Provider of any of the Series 2006C Bonds surrendered to the
Insurance Paying Agent of so much of the Principal amount thereof as has not previously been
paid or for which moneys are not held by the Paying Agent and available for such payment (but
such assignment shall be delivered only if payment from the Insurance Paying Agent is received),
(B) receive as designee of the respective Bondholders of Series 2006C Bonds (and not as Paying
Agent) in accordance with the tenor of the Series 2006C Credit Facility payment therefor from
the Insurance Paying Agent, and (C) disburse the same to such Bondholders of Series 2006C
Bonds.
(e) Payments with respect to claims for interest on and Principal of Series 2006C Bonds
disbursed by the Paying Agent from proceeds of the Series 2006C Credit Facility shall not be considered
to discharge the obligation of the District with respect to such Series 2006C Bonds, and the Series 2006C
Credit Facility Provider shall become the owner of such unpaid Series 2006C Bonds and claims for the
interest in accordance with the tenor of the assignment made to it under the provisions of this subsection
or otherwise.
(f) Irrespective of whether any such assignment is executed and delivered, the District and
the Paying Agent hereby agree for the benefit of the Series 2006C Credit Facility Provider that:
(i) They recognize that to the extent the Series 2006C Credit Facility Provider
makes payments, directly or indirectly (as by paying through the Paying Agent), on account of
Principal of or interest on the Series 2006C Bonds, the Series 2006C Credit Facility Provider will
be subrogated to the rights of such Bondholders of Series 2006C Bonds to receive the amount of
such Principal and interest from the District, with interest thereon as provided and solely from the
sources stated in the Bond Ordinance and the Series 2006C Bonds; and
(ii) They will accordingly pay to the Series 2006C Credit Facility Provider the
amount of such Principal and interest (including Principal and interest recovered under
subparagraph (ii) of the first paragraph of the Series 2006C Credit Facility, which Principal and
interest shall be deemed past due and not to have been paid), with interest thereon as provided in
the Bond Ordinance and the Series 2006C Bonds, but only from the sources and in the manner
provided herein for the payment of Principal of and interest on the Series 2006C Bonds to
Bondholders, and will otherwise treat the Series 2006C Credit Facility Provider as the owner of
such rights to the amount of such Principal and interest.
Section 7.8. Notice Address. The notice address for the Series 2006C Credit Facility
Provider is:
MBIA Insurance Corporation
113 King Street
Armonk, New York 10504
Attention: Surveillance
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ARTICLE VIII
MISCELLANEOUS PROVISIONS
Section 8.1. Official Statement. The use and distribution of the Series 2006C Official
Statement is hereby authorized and approved by supplementing, amending and completing the
Preliminary Official Statement in the form attached hereto as Exhibit H as approved by Resolution
No. 2677 adopted on October 12, 2006, and the execution and delivery of the Series 2006C Official
Statement in final form shall be and is hereby authorized, ratified, confirmed and approved. The
Chairman of the Governing Body, the Chief Officer and the Attesting Officer are hereby authorized and
directed to ratify, confirm, approve, execute and deliver the Series 2006C Official Statement on behalf of
the District, and the execution of the Series 2006C Official Statement by the Chairman of the Governing
Body, the Chief Officer and the Attesting Officer shall constitute conclusive evidence of each such
officers’ ratification, confirmation, approval and delivery thereof on behalf of the District.
Section 8.2. General Authorization for Series 2006C Bonds. From and after the date of
adoption of this Ordinance, the officials, employees and agents of the District are hereby authorized to do
all such acts and things and to execute and deliver any and all other documents, agreements, certificates
and instruments as may be necessary or desirable in connection with the execution, delivery and sale of
the Series 2006C Bonds, the investment of the proceeds of the Series 2006C Bonds and the transactions
contemplated on the part of the District by the Bond Ordinance, including, but not limited to, the
certificate relating to the Rebate Fund referred to in Section 6.11 of the Master Bond Ordinance. The
Chief Officer and Attesting Officer are hereby authorized and directed to prepare and furnish to the
Underwriter, when the Series 2006C Bonds are issued, certified copies of all proceedings and records of
the District relating to the Series 2006C Bonds or to this Ordinance, and such other affidavits and
certificates as may be required to show the facts relating to the legality and marketability of the
Series 2006C Bonds as such facts appear from the books and records in such officers’ custody and control
or as otherwise known to them. All such certified copies, certificates and affidavits, including any
heretofore furnished, shall constitute representations of the District as to the truth of all statements
contained therein.
Section 8.3. Severability. In case any one or more of the provisions of this Ordinance or of
the Series 2006C Bonds 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 Series 2006C Bonds, but this Ordinance
and the Series 2006C Bonds 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 the
Series 2006C Bonds or in this Ordinance 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 8.4. Applicable Provisions of Law. This Ordinance shall be governed by and
construed and enforced in accordance with the laws of the State and the Charter.
Section 8.5. Effective Date. 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
Governing Body.
The foregoing Ordinance was adopted November 9, 2006.
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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
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EXHIBIT A
TERMS OF SERIES 2006C BONDS
1. Original Principal Amount of the Series 2006C Bonds: Not to exceed $60,000,000.
2. Purchase Price: Not less than 100% of the Original Principal Amount.
3. Weighted Average Maturity of the Series 2006C Bonds: Not less than 23 years or more than 29.5
years.
4. True Interest Cost: Not to exceed 4.85%. “True Interest Cost” means the interest rate necessary
to discount the debt service payments from the payment dates to the delivery date of the Series
2006C Bonds to an amount equal to the purchase price paid to the District. True Interest Cost is
expressed as an annual percentage rate, and present value is computed on a semiannual basis
using a 30/360 day-count convention.
5. Costs of Issuance: Not to exceed $620,000, excluding underwriters’ takedown of not to exceed
$400,000.
B-1
EXHIBIT B
FORM OF SERIES 2006C BONDS
EXCEPT AS OTHERWISE PROVIDED IN THE BOND ORDINANCE (REFERRED TO HEREIN),
THIS GLOBAL BOND MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO
ANOTHER NOMINEE OF DTC (AS DEFINED HEREIN) OR TO A SUCCESSOR SECURITIES
DEPOSITORY OR TO A NOMINEE OF A SUCCESSOR SECURITIES DEPOSITORY.
UNITED STATES OF AMERICA
STATE OF MISSOURI
THE METROPOLITAN ST. LOUIS SEWER DISTRICT
WASTEWATER SYSTEM REVENUE BOND
SERIES 2006C
Registered Registered
No. R-_____ $__________
Maturity Date Interest Rate Dated CUSIP
May 1, ____ ____% __________, 2006 592481 ___
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT: DOLLARS
THE METROPOLITAN ST. LOUIS SEWER DISTRICT (the “District”), a body corporate,
a municipal corporation and a political subdivision duly created and existing under the laws of the State
of Missouri, for value received, hereby promises to pay (but only out of the sources provided) to the
registered owner identified above, or registered assigns, on the Maturity Date stated above unless this
Bond shall have been called for redemption prior to maturity and payment of the redemption price shall
have been duly made or provided for, the principal amount identified above and to pay (but only out of
the sources provided) interest on the balance of such principal amount from time to time remaining
unpaid from and including the date hereof or from and including the most recent Interest Payment Date
(as hereinafter defined) with respect to which interest has been paid or duly provided for, until payment of
such principal amount has been made, at the Interest Rate per annum shown above (computed on the basis
of a 360-day year consisting of twelve 30-day months) on May 1 and November 1 of each year (each an
“Interest Payment Date”) commencing May 1, 2007, until the payment of the principal amount of this
Bond in full.
Principal of and redemption premium, if any, on this Bond are payable when due in lawful money
of the United States of America upon presentation and surrender of this Bond at the principal payment
office of The Bank of New York Trust Company, N.A., in New York, New York, as registrar and paying
agent (the “Bond Registrar” or the “Paying Agent”). Payment of interest on this Bond shall be made to
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the registered owner and shall be paid in lawful money of the United States of America by check or draft
mailed on the applicable Interest Payment Date to such registered owner as of the close of business on the
15th day of the calendar month (the “Record Date”) immediately preceding such Interest Payment Date
at its address as it appears on the registration books (the “Bond Register”) of the District maintained by
the Bond Registrar, or at such other address as is furnished in writing by such registered owner to the
Bond Registrar.
Notwithstanding the foregoing, interest on this Bond shall be payable to any registered owner of
more than $500,000 in aggregate Principal of the Bonds of the same series as this Bond (including this
Bond) by deposit of immediately available funds to the account of such registered owner maintained with
the Paying Agent or transmitted by electronic transfer to such registered owner at an account maintained
at a commercial bank located within the United States of America, if the Paying Agent receives from such
registered owner written deposit or electronic transfer instructions not less than 15 days prior to the
Record Date preceding the Interest Payment Date for which the deposit or electronic transfer is requested.
This Bond is one of a duly authorized series of bonds designated “The Metropolitan St. Louis
Sewer District Wastewater System Revenue Bonds, Series 2006C” (the “Series 2006C Bonds”), issued
by the District pursuant to and in full compliance with the provisions of the Constitution and laws of the
State of Missouri, including specifically, but without limitation, the District’s Charter (Plan), as amended.
The Series 2006C Bonds have been authorized by a Master Bond Ordinance duly adopted by the District
on April 22, 2004 and a supplemental Ordinance adopted by the District on November 9, 2006
(collectively, the “Bond Ordinance”) for the purpose of financing the costs of constructing, improving,
renovating, repairing, replacing and equipping new and existing District sewer facilities and system. The
Series 2006C Bonds are all issued under and equally and ratably secured by and entitled to the benefit of
the Bond Ordinance. Capitalized terms not defined herein are used with the meanings given to them in
the Bond Ordinance.
Term Bonds, if any, are subject to mandatory redemption and payment prior to maturity pursuant
to the mandatory redemption requirements of the Bond Ordinance, at a redemption price equal to 100% of
the principal amount plus accrued interest to the redemption date.
At the option of the District, certain Bonds may be called for redemption and payment prior to
maturity in whole or in part on any date with the consent of the Bondowner, as provided in the Bond
Ordinance.
Notice of redemption, unless waived, is to be given by first class mail at least 30 days and not
more than 60 days prior to the date fixed for redemption to the registered owner of each Series 2006C
Bond to be redeemed at the address shown on the Bond Register or at such other address as is furnished
in writing by such registered owner to the Bond Registrar. All such Series 2006C Bonds called for
redemption and for the retirement of which funds are duly provided shall, on the redemption date
designated in such notice, become and be due and payable at the redemption price provided for
redemption of such Series 2006C Bonds on such date, and interest on the Series 2006C Bonds or portions
of Series 2006C Bonds so called for redemption shall cease to accrue, such Series 2006C Bonds or
portions of Series 2006C Bonds shall cease to be entitled to any lien, benefit, or security under the Bond
Ordinance, and the owners of such Series 2006C Bonds or portions of Series 2006C Bonds shall have no
rights in respect thereof except to receive payment of the redemption price. Any defect in any notice of
redemption shall not affect the validity of proceedings for the redemption of any Series 2006C Bonds.
The District has established a book-entry system of registration for the Series 2006C Bonds.
Except as specifically provided otherwise in the Bond Ordinance, an agent will hold this Bond on behalf
of the Beneficial Owner hereof. By acceptance of a confirmation of purchase, delivery, or transfer, the
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Beneficial Owner of this Bond shall be deemed to have agreed to such arrangement. While the
Series 2006C Bonds are in the book-entry system of registration, the Bond Ordinance provides special
provisions relating to the Series 2006C Bonds which override certain other provisions of the Bond
Ordinance. This Bond is transferable by the registered owner at the principal corporate trust office of the
Bond Registrar or at such other office designated by the Bond Registrar for such purpose, but only in the
manner, subject to the limitations, and upon payment of the charges provided in the Bond Ordinance and
upon surrender of this Bond. Upon such transfer, a new registered Bond or Bonds of the same series,
maturity, interest rate, aggregate Principal amount, and tenor, of any authorized denomination or
denominations, and bearing numbers not then outstanding, will be issued to the transferee in exchange for
this Bond. The Series 2006C Bonds are issuable as fully registered Bonds in the denomination of $5,000
or any integral multiple thereof. The Bond Registrar is not required to transfer or exchange any
Series 2006C Bond after notice calling such Series 2006C Bond for redemption has been given or during
the period of 15 days (whether or not a Business Day for the Bond Registrar, but excluding the
redemption date and including such 15th day) immediately preceding the giving of such notice of
redemption. Unless this Bond is presented by an authorized representative of The Depository Trust
Company (“DTC”), a New York corporation, to the District or its agent for registration of transfer,
exchange, or payment, and any Series 2006C Bond issued is registered in the name of Cede & Co. or in
such other name as is requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.
The Series 2006C Bonds and such other revenue bonds of the District as may in the future be
issued on a parity therewith, are equally and ratably secured by pledge of the “Pledged Revenues” of the
sanitary sewer system (the “System”) of the District, which is defined in the Bond Ordinance to include
Net Operating Revenues, certain amounts payable by any provider of a Hedge Agreement pursuant to
such Hedge Agreement, moneys and securities from time to time on deposit in the funds and accounts
established in the Bond Ordinance, and earnings on investments made with the foregoing moneys and
securities, excluding any amounts required in the Bond Ordinance to be set aside pending, or used for,
rebate to the United States government pursuant to Section 148(f) of the Internal Revenue Code of 1986,
as amended, and any regulations promulgated with respect to any such rebate requirement.
THE SERIES 2006C BONDS SHALL NOT BE DEEMED TO CONSTITUTE A DEBT OF
THE DISTRICT NOR A PLEDGE OF THE FAITH AND CREDIT OF THE DISTRICT. THE
SERIES 2006C BONDS SHALL NOT BE PAYABLE FROM OR A CHARGE UPON ANY FUNDS
OTHER THAN THE REVENUES AND AMOUNTS PLEDGED TO THE PAYMENT THEREOF,
NOR SHALL THE DISTRICT BE SUBJECT TO ANY PECUNIARY LIABILITY THEREON. NO
OWNER OR OWNERS OF THIS BOND SHALL EVER HAVE THE RIGHT TO COMPEL ANY
EXERCISE OF THE TAXING POWER OF THE DISTRICT TO PAY THIS BOND OR THE
INTEREST HEREON, NOR TO ENFORCE PAYMENT OF THIS BOND AGAINST ANY
PROPERTY OF THE DISTRICT; NOR SHALL THIS BOND CONSTITUTE A CHARGE, LIEN OR
ENCUMBRANCE, LEGAL OR EQUITABLE, UPON ANY PROPERTY OF THE DISTRICT,
EXCEPT FOR THE PLEDGED REVENUES AND ANY OTHER FUNDS PLEDGED TO SECURE
THE SERIES 2006C BONDS.
The District has covenanted and hereby covenants and agrees at all times while any Series 2006C
Bonds are Outstanding and unpaid to prescribe, fix, maintain, and collect rates, fees, and other charges for
the services, facilities, and commodities furnished by the System fully sufficient at all times to: (i)
provide for 100% of the Expenses of Operation and Maintenance of the System and for the accumulation
in the Revenue Fund of a reasonable reserve therefor, and (ii) produce Net Operating Revenues in each
Fiscal Year which, together with Investment Earnings, will: (a) equal at least 125% of the Debt Service
B-4
Requirement on all Senior Bonds then Outstanding for the year of computation and 115% of the Debt
Service Requirement on all Bonds then Outstanding for the year of computation, (b) enable the District to
make all required payments into the Debt Service Reserve Account and the Rebate Fund and to any
Credit Facility Provider, any Reserve Account Credit Facility Provider, and any Qualified Hedge
Provider, (c) enable the District to accumulate an amount to be held in the Renewal and Extension Fund
which, in the judgment of the District, is adequate to meet the costs of major renewals, replacements,
repairs, additions, betterments and improvements to the System, necessary to keep the same in good
operating condition or as is required by any governmental agency having jurisdiction over the System,
and (d) will remedy all deficiencies in required payments into any of the funds and accounts established
under the Bond Ordinance from prior Fiscal Years.
The Bond Ordinance contains a more particular statement of the covenants and provisions
securing the Series 2006C Bonds, the conditions under which the owner of this Bond may enforce
covenants (other than the covenant to pay Principal of and interest on this Bond when due from the
sources provided, the right to enforce which is unconditional), the conditions upon which additional
revenue bonds may be issued on a parity or achieve parity status with this Bond under the Bond
Ordinance, and the conditions upon which the Bond Ordinance may be amended with the consent of the
owners of a majority in aggregate Principal of the Bonds of each class (senior and subordinate)
Outstanding or the issuer of any Credit Facility, if any, of such Bonds. Upon the occurrence of an Event
of Default under the Bond Ordinance, the owner of this Bond shall be entitled to the remedies provided
by the Bond Ordinance.
It is hereby certified, recited, and declared that all acts, conditions, and things required to exist,
happen, and be performed precedent to and in the issuance of this Bond do exist, have happened, and
have been performed in due time, form, and manner as required by law.
This Bond shall not be entitled to any security or benefit under the Bond Ordinance or become
valid or obligatory for any purpose until the certificate of authentication hereon shall have been duly
executed by the Bond Registrar.
IN WITNESS WHEREOF, the District has caused this Bond to be executed by the manual or
facsimile signature of the Chairman of the Board of Trustees of the District or the Chief Officer of the
District and attested by the manual or facsimile signature of the Attesting Officer of the District and has
caused the official seal of the District to be affixed hereto or imprinted hereon.
THE METROPOLITAN ST. LOUIS
SEWER DISTRICT
(SEAL) By:
Chairman of the Board of Trustees
ATTEST:
Secretary-Treasurer
B-5
BOND REGISTRAR’S CERTIFICATE OF AUTHENTICATION
This Bond is one of the bonds of the series described in the within mentioned Bond Ordinance.
THE BANK OF NEW YORK TRUST COMPANY,
N.A., as Bond Registrar
By:
Authorized Signatory
Date of Registration
and Authentication:
_______________, _____
The following abbreviations, when used in the inscription on this Bond or in the assignment
below, shall be construed as though they were written out in full according to applicable laws or
regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in common
and not as community property
UNIF TRANS
MIN ACT - _______________ Custodian _______________
(Custodian) (Minor)
under Uniform Transfers to Minors Act _______________
(State)
Additional abbreviations may be used although not in the above list.
B-6
ASSIGNMENT AND TRANSFER
FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto
_____________________________________________________________________________________
(Print or Typewrite Name, Address and Social Security Number
or Taxpayer Identification Number of Assignee)
the within Bond of The Metropolitan St. Louis Sewer District and does hereby irrevocably constitute and
appoint _______________________________ attorney to transfer the within Bond on the books kept for
registration thereof, with full power of substitution in the premises.
Dated: __________________
Notice: The signature on this assignment must
correspond with the name as it appears on the
face of the within Bond in every particular
without alteration or enlargement or any change
whatsoever.
Signature Guaranteed By:
Name of Eligible Guarantor Institution as
defined by SEC Rule 17 Ad-15 (12 CFR 240.17
Ad-15) or any similar rule which the Bond
Registrar deems applicable
By:
Title:
B-7
STATEMENT OF INSURANCE
MBIA Insurance Corporation (the “Insurer”) has issued a policy containing the following
provisions, such policy being on file at The Bank of New York Trust Company, N.A., St. Louis,
Missouri.
The Insurer, in consideration of the payment of the premium and subject to the terms of
this policy, hereby unconditionally and irrevocably guarantees to any owner, as hereinafter defined,
of the following described obligations, the full and complete payment required to be made by or on
behalf of the District to The Bank of New York Trust Company, N.A., or its successor (the “Paying
Agent”) of an amount equal to (i) the Principal of (either at the stated maturity or by any
advancement of maturity pursuant to a mandatory sinking fund payment) and interest on, the Series
2006C Bonds (as that term is defined below) as such payments shall become due but shall not be so
paid (except that in the event of any acceleration of the due date of such Principal by reason of
mandatory or optional redemption or acceleration resulting from default or otherwise, other than
any advancement of maturity pursuant to a mandatory sinking fund payment, the payments
guaranteed hereby shall be made in such amounts and at such times as such payments of Principal
would have been due had there not been any such acceleration, unless the Insurer elects in its sole
discretion, to pay in whole or in part any Principal due by reason of such acceleration); and (ii) the
reimbursement of any such payment which is subsequently recovered from any owner pursuant to a
final judgment by a court of competent jurisdiction that such payment constitutes an avoidable
preference to such owner within the meaning of any applicable bankruptcy law. The amounts
referred to in clauses (i) and (ii) of the preceding sentence shall be referred to herein collectively as
the “Insured Amounts.” “Series 2006C Bonds” shall mean:
$60,000,000
THE METROPOLITAN ST. LOUIS SEWER DISTRICT
WASTEWATER SYSTEM REVENUE BONDS, SERIES 2006C
Upon receipt of telephonic or telegraphic notice, such notice subsequently confirmed in
writing by registered or certified mail, or upon receipt of written notice by registered or certified
mail, by the Insurer from the Paying Agent or any owner of a Series 2006C Bond the payment of
an Insured Amount for which is then due, that such required payment has not been made, the
Insurer on the due date of such payment or within one business day after receipt of notice of such
nonpayment, whichever is later, will make a deposit of funds, in an account with U.S. Bank Trust
National Association, in New York, New York, or its successor, sufficient for the payment of any
such Insured Amounts which are then due. Upon presentment and surrender of such Series 2006C
Bonds or presentment of such other proof of ownership of the Series 2006C Bonds, together with
any appropriate instruments of assignment to evidence the assignment of the Insured Amounts due
on the Series 2006C Bonds as are paid by the Insurer, and appropriate instruments to effect the
appointment of the Insurer as agent for such owners of the Series 2006C Bonds in any legal
proceeding related to payment of Insured Amounts on the Series 2006C Bonds, such instruments
being in a form satisfactory to U.S. Bank Trust National Association, U.S. Bank Trust National
Association shall disburse to such owners or the Paying Agent payment of the Insured Amounts
due on such Series 2006C Bonds, less any amount held by the Paying Agent for the payment of
such Insured Amounts and legally available therefor. This policy does not insure against loss of
any prepayment premium which may at any time be payable with respect to any Series 2006C
Bonds.
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As used herein, the term “owner” shall mean the registered owner of any Series 2006C
Bonds as indicated in the books maintained by the Paying Agent, the District, or any designee of
the District for such purpose. The term owner shall not include the District or any party whose
agreement with the District constitutes the underlying security for the Series 2006C Bonds.
Any service of process on the Insurer may be made to the Insurer at its offices located at
113 King Street, Armonk, New York 10504 and such service of process shall be valid and binding.
This policy is non-cancellable for any reason. The premium on this policy is not
refundable for any reason including the payment prior to maturity of the Series 2006C Bonds.
MBIA INSURANCE CORPORATION
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LEGAL OPINION
The following is a true and correct copy of the approving legal opinion of Gilmore & Bell, P.C.
and the Hardwick Law Firm LLC, Co-Bond Counsel, which was dated and issued as of the date of
original issuance and delivery of the Series 2006C Bonds:
GILMORE & BELL, P.C.
One Metropolitan Square, Suite 2350
211 North Broadway
St. Louis, Missouri 63102
HARDWICK LAW FIRM LLC
1125 Grand Boulevard, Suite 915
Kansas City, Missouri 64106
(LEGAL OPINION OF CO-BOND COUNSEL)
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EXHIBIT C
CERTIFICATE OF FINAL TERMS
The undersigned [Chairman of the Governing Body][Chief Officer][Chief Financial Officer] of
The Metropolitan St. Louis Sewer District (the “District”), in connection with the issuance of the
District’s Wastewater System Revenue Bonds, Series 2006C (the “Series 2006C Bonds”), certifies
pursuant to Section 6.1 of Ordinance No. _____ of the District (the “Ordinance”), as follows (section
references are to the cited section of the Ordinance):
1. Original Principal Amount – Section 2.1. The Series 2006C Bonds are issued in the
Original Principal Amount of $__________.
2. Maturity Schedule – Section 2.1. The Series 2006C Bonds will mature on the dates and
in the amounts and bear interest at the rates as follows:
SERIAL BONDS
Stated Maturity
May 1
Principal
Amount
Annual Rate
of Interest
TERM BONDS
Stated Maturity
May 1
Principal
Amount
Annual Rate
of Interest
3. Weighted Average Maturity of the Series 2006C Bonds: The weighted average maturity
of the Series 2006C Bonds is _____ years, as shown on Schedule 1 to this Certificate.
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4. True Interest Cost: The True Interest Cost of the Series 2006C Bonds, determined in
accordance with Exhibit A to the Ordinance, is ______%, as shown on Schedule 2 to this
Certificate.
5. Purchase Price – Section 6.1. The purchase price of the Series 2006C Bonds is
$________, which is _____% of the Original Principal Amount.
6. Mandatory Sinking Fund Redemption – Section 3.1(b). [**There are no Term Bonds
subject to mandatory sinking fund redemption prior to maturity.**][**The Term Bonds
identified in paragraph 2 are subject to mandatory sinking fund redemption pursuant to
Section 3.1 on the dates and in the amounts as follows:
Series 2006C Bonds Maturing May 1, 20___
Year Principal Amount
+
+Final Maturity
Series 2006C Bonds Maturing May 1, 20___
Year Principal Amount
+
+Final Maturity**]
7. Optional Redemption – Section 3.1(a). The Series 2006C Bonds maturing on or after
May 1, 20___ are subject to redemption prior to maturity at the option of the District on
or after May 1, 20___, in whole or in part at any time, at a redemption price equal to
_____% of the Principal amount of the Series 2006C Bonds to be redeemed, plus accrued
interest to the redemption date.
8. Series 2006C Costs of Issuance Account. The District directs the deposit of
$__________ from the proceeds of the Series 2006C Bonds to the Series 2006C Costs of
Issuance Account for application to the payment of costs of issuance.
9. Series 2006C Project Account. The District directs the deposit of $__________ from the
proceeds of the Series 2006C Bonds to the Series 2006C Project Account for application
to the payment of costs of the Series 2006C Project.
10. Debt Service Reserve Account. The District directs the deposit of $__________ from the
proceeds of the Series 2006C Bonds to the Debt Service Reserve Account.
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11. Series 2006C Credit Facility Fee. The sum of $__________ from the proceeds of the
Series 2006C Bonds shall be paid by the Underwriter of the Series 2006C Bonds directly
to the Series 2006C Credit Facility Provider, in payment of the premium for the
Series 2006C Credit Facility.
The terms set forth in this Certificate of Final Terms are within the limitations of Exhibit A to the
Ordinance.
Delivered this ____ day of November, 2006.
THE METROPOLITAN ST. LOUIS SEWER
DISTRICT
By:
Title:
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SCHEDULE 1
TO CERTIFICATE OF FINAL TERMS
WEIGHTED AVERAGE MATURITY
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SCHEDULE 2
TO CERTIFICATE OF FINAL TERMS
TRUE INTEREST COST
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EXHIBIT D
CONTINUING DISCLOSURE AGREEMENT
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EXHIBIT E
PURCHASE CONTRACT
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EXHIBIT F
Request No: _____
Date: _______________
REQUISITION
(PROJECT FUND)
To: Bank of America, N.A., as Depository
800 Market Street
St. Louis, Missouri 63101
Attention: ____________________
Re: The Metropolitan St. Louis Sewer District, Wastewater System Revenue Bonds,
Series 2006C
Ladies and Gentlemen:
You are hereby authorized and directed as Depository under Ordinance No.12343 adopted by the
Board of Trustees of The Metropolitan St. Louis Sewer District (the “District”) on November 9, 2006 (the
“Ordinance”) to pay the following items from moneys in the Project Fund pursuant to Article IV of the
Ordinance:
Check Applicable Account:
Series 2006C Costs of Issuance Account
Series 2006C Project Account
Payee Amount Description
The undersigned hereby certifies in connection with this Requisition:
(1) Each item listed above is a Cost of the Project (as defined in the Bond Ordinance);
(2) Each item listed above is an obligation that has been incurred by the District, is a
proper charge against the Project Fund, has not been paid, and the bill or statement of account for
such obligation, or a copy thereof, is on file in the office of the District;
(3) The undersigned has no notice of any vendor’s, mechanic’s, or other liens or
rights to liens, chattel mortgages, or conditional sales contracts which should be satisfied or
discharged before such payment is made; and
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(4) This Requisition contains no item representing payment on account of any
retained percentages which the District is, at the date hereof, entitled to retain.
THE METROPOLITAN ST. LOUIS SEWER DISTRICT
By:
Printed Name:
Title:
G-1
EXHIBIT G
REGISTRAR AND PAYING AGENT AGREEMENT
THIS REGISTRAR AND PAYING AGENT AGREEMENT is made and entered into as of
November 1, 2006, by and between THE METROPOLITAN ST. LOUIS SEWER DISTRICT (the
“District”) and THE BANK OF NEW YORK TRUST COMPANY, N.A., St. Louis, Missouri (the
“Bank”).
W I T N E S S E T H:
In consideration of the mutual covenants and agreements hereinafter set forth, the District hereby
appoints the Bank as, and the Bank hereby accepts appointment as, Bond Registrar and Paying Agent for
$60,000,000 original aggregate principal amount of revenue bonds designated “The Metropolitan St.
Louis Sewer District Wastewater System Revenue Bonds, Series 2006C” (the “Bonds”). Such
appointment is made and accepted on the following terms and conditions:
1. It is currently anticipated that the Bonds will be issued and delivered to the original
purchasers thereof on or about November 28, 2006 (the “Closing Date”) in St. Louis, Missouri (the “Place
of Closing”). On the Closing Date the District shall cause to be delivered to the Bank the following
documents, which shall either be originally executed counterparts or copies which are certified or
otherwise appropriately authenticated to the satisfaction of the Bank:
(a) Ordinance No.12343 of the Board of Trustees of the District adopted on
November 9, 2006, providing for the issuance and delivery of the Bonds (the “Bond Ordinance”);
(b) Authentication Order executed by the District;
(c) Executed Bonds; and
(d) Approving Legal Opinion from Bond Counsel.
Capitalized terms not defined herein are used with the meanings given to them in the Bond Ordinance.
2. The provisions of the Bond Ordinance relating to the rights, duties and responsibilities of
the Bank as Bond Registrar and Paying Agent for the Bonds are hereby incorporated herein and made a
part hereof. The District and the Bank covenant and agree, so long as DTC shall continue to serve as
securities depository for the Bonds, to meet the requirements of DTC with respect to required notices and
other provisions of the Letter of Representations.
3. No later than three Business Days prior to the anticipated Closing Date the District shall
deliver or cause to be delivered to the Bank written specifications for preparation of the Bonds to be
delivered to the Underwriter, including names and addresses of registered owners and denominations in
which the Bonds are to be issued. The Bonds shall be prepared and registered by the Bank in accordance
with such instructions and delivered by the Bank to the Place of Closing or as otherwise specified by the
District to the Bank. The Bank shall make available a duly authorized signatory or signatories of the
Bank for the purpose of executing an appropriate certificate of authentication on such Bonds prior to
delivery. The Bank shall be responsible for safekeeping all Bonds authenticated by it until the time
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specified for delivery. No such Bonds shall be initially delivered by the Bank except in accordance with
an Authentication Order or other appropriate written direction to the Bank executed by an authorized
officer of the District. In the event that the Bank shall not receive an Authentication Order on the Closing
Date and the authentication certificate on any of the Bonds shall have been executed by the Bank, or if the
District shall so direct in writing, the Bank shall be authorized to cancel the certificates representing such
Bonds, provided that it delivers to the District appropriate evidence that such Bonds have been cancelled
and were not delivered.
4. The Bank agrees that it shall maintain appropriate books and records on behalf of the
District reflecting the amount of the Bonds initially authorized to be issued under the Authentication
Order, the amount of the Bonds authenticated and delivered by the Bank from time to time, and the date,
identifying numbers, name and address of registered owner or owners, denominations, maturity date, and
other appropriate information concerning the Bonds authenticated and delivered by the Bank hereunder
from time to time. The Bank agrees with the District that Bonds will not at any time be authenticated and
delivered and permitted to be Outstanding with respect to any maturity in an aggregate amount greater
than the amount originally authorized and set forth in the Bond Ordinance less the aggregate amount of
Bonds which have been paid at maturity or which have been redeemed or purchased and surrendered for
cancellation, except to the extent as may be permitted in the Bond Ordinance in the case of lost, stolen or
destroyed Bonds.
5. The Bank will transfer the Bonds, register transfer of the Bonds, and issue new Bonds
upon surrender of Bonds in the form deemed by the Bank to be properly endorsed for transfer,
accompanied by such documents as the Bank deems necessary or appropriate to evidence the authority of
the person requesting such transfer, registration and issuance and the genuineness of all necessary
endorsements. In making any such transfer of Bonds the Bank will endeavor to comply with
requirements for maximum turn-around time applicable to corporate securities registered for trading on
national securities exchanges as may then be in effect.
6. The Bank has been designated as paying agent for the Bonds, and in such capacity will
act as agent of the District for the purpose of paying to the registered owners of the Bonds interest coming
due thereon from time to time and the Principal amount thereof becoming due at maturity or prior thereto
upon call for redemption and for selecting the Bonds to be redeemed in accordance with the Bond
Ordinance. In such capacity the Bank shall not be obligated to advance funds for the purpose of making
any such payments, but shall make such payments only with funds provided to the Bank by the District
and specifically designated for such purpose. Unless otherwise specifically directed by the District, the
Bank shall not be authorized to utilize other funds of the District on deposit with the Bank not specifically
provided to the Bank for the purpose of payment of the Bonds.
7. In the event the Bonds shall provide for a Record Date prior to Interest Payment Dates on
which the registered owners of the Bonds are to be determined for the purpose of receiving payments of
interest on the Bonds, the Bank will promptly, following such Record Date, proceed to prepare
appropriate checks for payment of interest coming due on the succeeding payment date at the rates and on
the terms specified in the Bond Ordinance, together with appropriate envelopes for the purpose of mailing
such checks to the owners of record of the Bonds, except with respect to payment of interest to be made
by electronic transfer. The District agrees that it will endeavor to provide to the Bank collected funds for
the purpose of making such payments not later than the earlier of the date on which such funds are
required to be provided to the Bank under the terms of the Bond Ordinance or the Business Day next
preceding each such payment date. If the Bank shall have been furnished with collected funds sufficient
to make such payment, the Bank shall mail the checks to the registered owners of the Bonds as aforesaid
not later than the Business Day next preceding each such payment date. At the written request of the
registered owner of at least $500,000 in aggregate Principal of the Bonds, the payment of such interest
G-3
shall be made by electronic transfer. Payment of interest to be made by electronic transfer shall be made
prior to 12:00 noon on each payment date. Payment of Principal coming due on the Bonds at the maturity
thereof or prior thereto upon call for redemption shall be paid by the Bank to the registered owners
thereof only upon presentation and surrender of the Bonds with respect to which payment is to be made.
Payments of Principal of the Bonds will be made only to the registered owners of the Bonds, unless such
Bonds are surrendered for payment accompanied by assignments appropriate to effect transfer to the
person to whom such payment is to be made. In the event Bonds are surrendered for payment with any
such instruments of transfer, the Bank shall be entitled to effect such transfer in the same manner as other
transfers of the Bonds are to be effected prior to making payment to the transferee.
8. All Bonds which have been delivered to the Bank for transfer or exchange shall, upon
issuance of Bonds effecting such transfer or exchange, be cancelled by the Bank but retained by the Bank
in its possession; provided, that at any time all such cancelled Bonds may be delivered by the Bank to the
District and a certificate pertaining to such cancelled Bonds shall be so delivered to the District from time
to time as the District may request or as required by the Bond Ordinance.
9. In the event the Bank shall receive any request or demand for inspection of any records of
the District maintained by the Bank under this Agreement, the Bank will promptly notify the District of
such request or demand, forward such request or demand (if made in writing) to the District, and (unless
directed to the contrary by any order, subpoena, or similar process of a court or regulatory agency which
the Bank believes to have jurisdiction, or unless the Bank shall be advised by its counsel that failure to
permit such inspection may subject the Bank to liability), the Bank will permit or refuse to allow such
inspection as the District may direct.
10. In performance of its duties hereunder the Bank may apply to a designated officer of the
District for instructions and may consult with counsel for the District in respect of any matter arising in
connection with this agency, and the Bank shall not be liable or accountable for any action taken or
omitted by it in good faith in accordance with such instructions or any such opinion of counsel. The
District shall reimburse the Bank for any counsel fees incurred by the Bank hereunder, provided that such
consultation with counsel has been previously authorized by the District or is reasonably necessary in
order for the Bank to determine its responsibilities under this Agreement.
11. In the event that Bonds are presented to the Bank for transfer, registration of transfer, or
exchange, or for payment of the Principal thereof at maturity or prior thereto upon call for redemption, the
Bank shall use reasonable diligence in determining whether such Bonds are genuine, but shall not
otherwise incur any liability by reason of the transfer, registration of transfer, exchange, or payment of
any such forged or illegally issued Bonds.
l2. The District assumes full responsibility for and agrees, to the extent permitted by law, to
indemnify and hold the Bank harmless from and against any claims, demands, actions, causes of action,
or suits, whether groundless or otherwise, and from and against any and all losses, damages, charges,
counsel fees, payments, expenses, and liabilities of whatever nature arising directly or indirectly out of the
agency relationship created hereunder so long as the Bank has acted in good faith and with reasonable
diligence. The Bank shall not be under any obligation to prosecute or defend any action or suit in respect
of such agency relationship which, in the opinion of counsel to the Bank, may involve it in any expense or
liability unless the District shall, to the extent permitted by law and upon the request of the Bank, furnish
the Bank with indemnity reasonably satisfactory to the Bank against all such expenses or liabilities.
13. The Bank shall be entitled to compensation for services rendered in performance of its
duties hereunder, in accordance with the Schedule of Fees attached to this Agreement as Exhibit A. The
District shall further reimburse the Bank for its out-of-pocket expenses incurred in performance of its
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duties hereunder. Such fees and reimbursement of expenses shall be due and payable to the Bank from
time to time periodically upon presentation of a written statement therefor. The Bank shall not be
obligated to allow and credit interest upon any moneys in respect of Principal, interest, or premium, if
any, due in respect to the Bonds, which it shall at any time receive under any of the provisions of the
Bond Ordinance or this Agreement.
14. The Bank may resign the agency created under this Agreement at any time on not less
than 90 days’ written notice to the District, and the District may terminate this agency at any time upon
notice to the Bank. In the event of any such termination, the Bank shall deliver to the District or to such
successor or other person as the District may direct any inventory of blank Bonds then held by the Bank,
together with originals or appropriately verified copies of all records of the Bank pertaining to this agency
then in the possession of the Bank. Upon such delivery of Bonds and records to the District, the Bank
shall have no further obligation hereunder except as may have theretofore arisen. Upon any such
termination, the District shall have no further obligation under this Agreement except to pay to the Bank
any fees and expenses incurred or accrued through the date of such termination which have not
theretofore been paid.
15. This Agreement constitutes the entire understanding of the parties hereto with respect to
the subject matter hereof, and may not be amended or modified except in writing signed by the parties
hereto.
IN WITNESS WHEREOF, the undersigned acting by and through their duly authorized
representatives have hereunto set their respective hands and seals as of the date and year first above
written.
THE METROPOLITAN ST. LOUIS
SEWER DISTRICT
(SEAL) By:
Executive Director
Attest:
Secretary-Treasurer
APPROVED AS TO FORM:
Randy E. Hayman, General Counsel
G-5
THE BANK OF NEW YORK TRUST
COMPANY, N.A.
(SEAL) By:
Title:
Attest:
Title:
[Registrar and Paying Agent Agreement]
G-6
EXHIBIT A
TO REGISTRAR AND PAYING AGENT AGREEMENT
SCHEDULE OF FEES
The Bank of New York Trust Company, N.A.
Fee Schedule
To Provide Paying Agency and Registrar Services
For The Metropolitan St. Louis Sewer District
ACCEPTANCE AND REGISTRATION FEE:
Fee is payable at closing.
$250.00
ANNUAL FEE:
Fee is payable semiannually, first semiannual fee payable at closing.
$1,000.00
TERMINATION FEE:
This fee will be charged in the event The Metropolitan St. Louis Sewer District
selects another bank or trust company to serve as paying agent prior to the retirement
of the Series 2006C Bonds
$250.00
FEE SCHEDULE NOTES:
The charges for performing extraordinary services not contemplated at the time of the execution of the
Ordinance authorizing the Series 2006C Bonds, or are not identified elsewhere in this fee schedule will be
charged commensurate with the service provided. These extraordinary services include, but are not
limited to: GIC’s, supplemental agreements, consent operations, collateral releases, valuations or
substitutions and letter of credit extensions.
H-1
EXHIBIT H
PRELIMINARY OFFICIAL STATEMENT