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HomeMy Public PortalAbout06214 O R D I N A N C E NO. 6214 AUTHORIZING AND DIRECTING THE ISSUANCE AND DELIVERY OF $9,110,000 PRINCIPAL AMOUNT OF GENERAL OBLIGATION SEWER REFUNDING BONDS, SERIES A 1985, OF THE MISSISSIPPI RIVER SUBDISTRICT OF THE METROPOLITAN ST. LOUIS DISTRICT, FOR THE PURPOSE OF REFUNDING THE GENERAL OBLIGATION SEWER BONDS OF THE MISSISSIPPI RIVER SUBDISTRICT OF THE METROPOLITAN ST. LOUIS SEWER DISTRICT DATED FEBRUARY 1, 1984 OUTSTANDING IN THE PRINCIPAL AMOUNT OF $10,000,000; AND $15,000,000 PRINCIPAL AMOUNT OF GENERAL OBLIGATION SEWER BONDS, SERIES B 1985, OF THE MISSISSIPPI RIVER SUBDISTRICT OF THE METROPOLITAN ST. LOUIS SEWER DISTRICT, FOR THE PURPOSE OF CONSTRUCTING A SYSTEM OF SANITARY INTERCEPTOR SEWERS AND SEWAGE DISPOSAL AND TREATMENT PLANTS AND WORKS FOR SAID SUBDISTRICT; PRESCRIBING THE FORM AND DETAILS OF SAID BONDS; AND PROVIDING FOR THE LEVY AND COLLECTION OF AN ANNUAL TAX FOR THE PURPOSE OF PAYING THE PRINCIPAL OF AND INTEREST ON SAID BONDS AS THEY BECOME DUE, AND FIXING THE TIME WHEN THIS ORDINANCE SHALL BECOME EFFECTIVE. WHEREAS, The Metropolitan St. Louis Sewer District was created pursuant to a Plan adopted by the voters of the City of St. Louis and of St. Louis County, Missouri, at a special election held on Tuesday, February 9, 1954, all as provided and authorized by Sections 30(a) and 30(b) of Article VI of the Constitution of the State of Missouri (the "District"); and WHEREAS, thereafter, proceeding under the authority of the aforesaid plan, the Board of Trustees of The Metropolitan St. Louis Sewer District, pursuant to proceedings theretofore duly and lawfully had in accordance with the provisions of the said Plan, by an ordinance duly passed on June 25, 1962, did create the Mississippi River Subdistrict of The Metropolitan St. Louis Sewer District (the "Subdistrict"); and WHEREAS, the Subdistrict is authorized under the Plan of the District to incur indebtedness and issue and sell general obligation bonds of the Subdistrict to evidence such indebtedness for the purpose of paying all or part of the costs of constructing a system of sanitary interceptor sewers and sewage disposal and treatment plants and works for said Subdistrict, upon obtaining the approval of at least two-thirds of the qualified electors of the Subdistrict voting on the question to incur indebtedness for such purpose; and WHEREAS, pursuant to such authority and an ordinance duly passed by the Board of Trustees of the District, a special election was called in the Subdistrict for Tuesday, November 6, 1962, on the question whether to issue the general obligation bonds of the Subdistrict in the amount of $95,000,000 for the purpose of constructing a system of sanitary interceptor sewers and sewage disposal and treatment plants and works for said Subdistrict, including all expenses necessarily incidental thereto; and WHEREAS, pursuant to said ordinance, notice of said election was duly prepared, executed and published in the manner provided by law, and said election was duly held in accordance with the provisions of said ordinance and notice and the statutes of the State of Missouri; and WHEREAS, the votes cast at said election on said question were duly canvassed as provided by law, and it was found and declared that more than two-thirds of the qualified voters of the Subdistrict voting at said election on said question voted in favor of the issuance of said bonds, the vote on said question having been 219,129 votes for the issuance of said bonds and 40,610 votes against the issuance of said bonds; and WHEREAS, the amount of bonds authorized to be issued at the aforesaid special election held November 6, 1962, to wit: $95,000,000, did not then and does not now exceed any limit of indebtedness prescribed under the Constitution of the State of Missouri or the Plan of The Metropolitan St. Louis Sewer District; and WHEREAS, pursuant to due and lawful publication of notice thereof, this Board of Trustees heretofore has issued and sold bonds of The Mississippi River Subdistrict for the aforesaid purpose in the following amounts and as of the following dates: Bonds dated February 1, 1964 $16,000,000 Bonds dated February 1, 1965 20,000,000 Bonds dated February 1, 1966 20,000,000 Bonds dated August 1, 1967 14,000,000 Bonds dated February 1, 1984 10,000,000 TOTAL $80,000,000 and WHEREAS, the bonds dated February 1, 1966 (the "Series 1966 Bonds") remain outstanding in the principal amount of $3,345,000, said bonds becoming due on February 1 in the year 1986, and bearing interest, as follows: Maturing Principal Interest February 1 Amount Rate 1986 $3,345,000 3.4% and 3 WHEREAS, the bonds dated August 1, 1967 (the "Series 1967 Bonds") remain outstanding in the principal amount of $4,480,000, said bonds becoming due on February 1 in the years 1986 and 1987, and bearing interest, as follows: Maturing Principal Interest February 1 Amount Rate 1986 $ 735,000 4.0% 1987 3,745,000 4.0% and WHEREAS, the bonds dated February 1, 1984 (the "Series 1984 Bonds") remain outstanding in the principal amount of $10,000,000, said bonds becoming due on February 1 in the years 1988 to 1999, inclusive, and bearing interest, as follows: Maturing Principal Interest February 1 Amount Rate 1988 $ 525,000 10.4% 1989 550,000 10.4 1990 600,000 10.4 1991 650,000 10.4 1992 725,000 8.4 1993 775,000 8.4 1994 825,000 8.7 1995 900,000 8.9 1996 975,000 9.0 1997 1,075,000 9.0 1998 1,150,000 9.0 1999 1,250,000 9.0 both principal of and interest on said bonds being payable at the principal office of Mercantile Trust Company National Association, in the City of St. Louis, State of Missouri; and WHEREAS, the Subdistrict desires to refund the Series 1984 Bonds for the purpose of achieving interest cost savings to the Subdistrict, removing certain restrictive covenants in the Ordinance authorizing the issuance of the Series 1984 Bonds (the "Series 1984 Bond Ordinance"), and leveling the debt service requirements of the total outstanding general obligation bonded indebtedness of the Subdistrict; and WHEREAS, it is hereby found and determined that it is necessary that the Subdistrict issue, sell and deliver its General Obligation Sewer Refunding Bonds, Series A 1985, to provide funds, together with other available funds, to refund the Series 1984 Bonds; and WHEREAS, the Subdistrict does further find and 4 determine that it is necessary at this time to proceed with the issuance, sale and delivery of the remaining Fifteen Million Dollars ($15,000,000) of the Ninety-five Million Dollars ($95,000,000) of the bonds authorized as aforesaid to complete the construction of a system of sanitary interceptor sewers and sewage disposal and treatment plants and works for said Subdistrict, including all expenses necessarily incidental thereto; and WHEREAS, it has now become necessary to make provision for the preparation, execution, issuance and delivery of the said bonds. NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF TRUSTEES OF THE METROPOLITAN ST. LOUIS SEWER DISTRICT: ARTICLE I DEFINITIONS Section 101. Definitions of Words and Terms. In addition to words and terms defined elsewhere in this Ordinance, the following words and terms as used in this Ordinance shall have the following meanings: "Bond Registrar" means Mercantile Trust Company National Association, located in St. Louis, Missouri and any successor. "Bonds" means the General Obligation Sewer Refunding Bonds of the Mississippi River Subdistrict of The Metropolitan St. Louis Sewer District, Series A 1985, and the General Obligation Sewer Bonds of the Mississippi River Subdistrict of The Metropolitan St. Louis Sewer District, Series B 1985, authorized and issued by the Subdistrict pursuant to this Ordinance. "District" means The Metropolitan St. Louis Sewer District, and any successors or assigns. "Escrow Account" means the Escrow Account for General Obligation Sewer Bonds of the Mississippi River Subdistrict of The Metropolitan St. Louis Sewer District, dated February 1, 1984, created by Section 501 of this Ordinance. "Escrow Agent" means Mercantile Trust Company National Association, in St. Louis, Missouri. "Escrow Trust Agreement" means the Escrow Trust Agreement dated as of November 1, 1985 between the Subdistrict and the Escrow Agent. "Fiscal Agent" means Citibank, N.A., acting as Fiscal Agent under the Insurance Policy or its successor thereunder. 5 "Insurance Policy" means the policy of insurance issued by Insurer guaranteeing timely payment of principal and interest on the Bonds. "Insurer" means Financial Guaranty Insurance Company, a New York stock insurance company. "Mississippi River Subdistrict Bond and Interest Fund" means the Mississippi River Subdistrict Bond and Interest Fund referred to in Section 501 of this Ordinance. "Mississippi Subdistrict Construction Fund" means the Mississippi River Subdistrict Construction Fund referred to in Section 501 of this Ordinance. "Mississippi River Subdistrict Costs of Issuance Account" means the Mississippi River Subdistrict Costs of Issuance Account referred to in Section 501 of this Ordinance. "Ordinance" means this Ordinance adopted by the Board of Trustees of the District on October 16, 1985. "Paying Agent" means Mercantile Trust Company National Association, located in St. Louis, Missouri and any successor. "Series 1966 and Series 1967 Bond Sinking Fund Account" means the Series 1966 and Series 1967 Bond Sinking Fund Account in the Mississippi River Subdistrict Bond and Interest Fund referred to in Section 501 of this Ordinance. "Series 1966 Bonds" means the General Obligation Sewer Bonds of the Mississippi River Subdistrict of The Metropolitan St. Louis Sewer District, dated February 1, 1966. "Series 1967 Bonds" means the General Obligation Sewer Bonds of the Mississippi River Subdistrict of The Metropolitan St. Louis Sewer District, dated August 1, 1967. "Series 1984 Bonds" means the General Obligation Sewer Bonds of the Mississippi River Subdistrict of The Metropolitan St. Louis Sewer District, dated February 1, 1984. "Series 1984 Bond Ordinance" means Ordinance No. 5507 adopted by the Board of Trustees of the District on February 8, 1984, authorizing the Series 1984 Bonds. "Series A Bonds" means the General Obligation Sewer Refunding Bonds of the Mississippi River Subdistrict of The Metropolitan St. Louis Sewer District, Series A 1985, in the principal amount of $9,110,000, authorized by this Ordinance. "Series B Bonds" means the General Obligation Sewer 6 Bonds of the Mississippi River Subdistrict of The Metropolitan St. Louis Sewer District, Series B 1985, in the principal amount of $15,000,000, authorized by this Ordinance. "Subdistrict" means the Mississippi River Subdistrict of The Metropolitan St. Louis Sewer District, and any successors or assigns. ARTICLE II AUTHORIZATION OF THE BONDS Section 201. Authorization of the Bonds. There shall be issued and hereby are authorized and directed to be issued the General Obligation Sewer Refunding Bonds, Series A 1985, of the Mississippi River Subdistrict of the Metropolitan St. Louis Sewer District in the principal amount of $9,100,000 (the "Series A Bonds") for the purpose of refunding the Series 1984 Bonds, and the General Obligation Sewer Bonds, Series B 1985, of the Mississippi River Subdistrict of The Metropolitan St. Louis Sewer District in the principal amount of $15,000,000 (the "Series B Bonds") for the purpose of constructing a system of sanitary interceptor sewers and sewage disposal and treatment plants and works for said Subdistrict including all expenses necessarily incidental thereto (the Series A Bonds and the Series B being sometimes collectively referred to hereinafter as the "Bonds"). Section 202. Description of the Bonds. The Bonds shall consist of fully registered Bonds without coupons, numbered from R-1 consecutively upward, in the denomination of $5,000 or any integral multiple thereof. The Series A Bonds shall be dated November 1, 1985, shall become due serially on February 15 in the years, and shall bear interest from the date thereof as follows: Maturity Principal Annual Rate February 15 Amount of Interest 1988 $ 700,000 9.75% 1989 760,000 9.75 1990 835,000 9.75 1991 905,000 9.75 1992 985,000 9.60 1993 1,075,000 7.75 1994 1,175,000 8.00 1995 1,280,000 8.20 1996 1,395,000 8.40 The Series B Bonds shall be dated November 1, 1985, shall become due serially on February 15 in the years, and shall bear interest from the date thereof as follows: 7 Maturity Principal Annual Rate February 15 Amount of Interest 1997 $1,515,000 8.60% 1998 1,670,000 8.75 1999 1,830,000 8.90 2000 2,000,000 9.00 2001 2,190,000 9.00 2002 2,395,000 9.00 2003 2,620,000 9.00 2004 780,000 9.00 Interest on the Bonds at the rates aforesaid shall be payable semiannually on August 15 and February 15 each year, beginning on February 15, 1986. The Bonds shall bear interest from their effective date of registration, which date shall be set forth on each such Bond. The effective date of registration shall be as of the interest payment date next preceding the date of authentication unless authentication shall be upon an interest payment date, in which case the effective date of registration shall be as of the date of authentication, or unless authentication shall precede the first interest payment date of the Bonds, in which event the effective date of registration shall be November 1, 985. The Bonds shall be substantially in the form set forth in Article IV hereof, and shall be subject to registration, transfer and exchange as provided in Section 205 hereof. Section 203. Designation of Paying Agent and Bond Registrar. Mercantile Trust Company National Association, located in St. Louis, Missouri, is hereby designated as the paying agent for the payment of principal, premium, if any, and interest on the Bonds and bond registrar and transfer agent with respect to the registration, transfer and exchange of Bonds (the "Paying Agent" and "Bond Registrar"). Section 204. Method and Place of Payment of Bonds. The principal of, and premium, if any, of the Bonds shall be payable to the registered owners thereof in lawful money of the United States of America upon presentation and surrender of such Bonds as they respectively become due at the principal office of the Paying Agent and Bond Registrar. The interest on the Bonds shall be payable to the registered owners thereof by check or draft mailed by the Bond Registrar to the persons in whose names the Bonds are registered at the close of business on the last business day of the month next preceding each interest payment date (the "Record Date") at their addresses as they appear on the bond registration books maintained by the Bond Registrar. Section 205. Registration Provisions. The District will, as long as any of the Bonds herein authorized remain 8 outstanding, cause to be kept at the office of the Bond Registrar, books for the registration of Bonds as herein provided. The Bonds when issued shall be registered in the name of the owners on the books of registration of the District to be kept in the principal office of the Bond Registrar for that purpose. Each Bond shall be made payable to the registered owner thereof. Each Bond shall be transferable only upon the registration books maintained by the Bond Registrar by the registered owner thereof in person or by his attorney duly authorized in writing, upon surrender thereof at the principal office of the Bond Registrar together with a written instrument of transfer satisfactory to the Bond Registrar duly executed by the registered owner or his duly authorized attorney. Upon the transfer of any Bond and the payment of any fee, tax or governmental charge, the Bond Registrar shall issue in the name of the transferee a Bond or Bonds of the same aggregate principal amount and maturity as the surrendered Bond, registered in the name of the transferee, in any denomination herein authorized. Bonds, upon surrender thereof at the principal office of the Bond Registrar with a written instrument of transfer satisfactory to the Bond Registrar, duly executed by the registered owner or his duly authorized attorney, may, at the option of the registered owner thereof, and upon payment of any fee, tax or governmental charge required to be paid, be exchanged for an equal aggregate principal amount of Bonds of the same maturity, in any denomination herein authorized. The District, the Bond Registrar and the Paying Agent may deem and treat the person in whose name any Bond shall be registered as the absolute owner of such Bond, whether such Bond shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal price, and interest on such Bond and for all other purposes, and all such payments so made to any such registered owner or upon his order shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid, and neither the District, nor the Bond Registrar, nor the Paying Agent shall be affected by any notice to the contrary, but such registration may be changed as herein provided. In all cases in which the privilege of exchanging Bonds or transferring Bonds is exercised, the Bond Registrar shall authenticate and deliver Bonds in accordance with the provisions of this Ordinance. For every such exchange or transfer of Bonds the Bond Registrar may make a charge to the bondholder sufficient to reimburse it for any tax or other governmental charge required to be paid with respect to such exchange or transfer. The fees and charges of the Bond Registrar for making any exchange or transfer provided for by this Ordinance and the expense of any 9 Bond printing necessary to effect the subsequent exchange or transfer of any Bond shall be paid by the District. The Bond Registrar shall not be required to register, transfer or exchange Bonds for a period of 15 days next preceding an interest payment date on the Bonds. Section 206. Execution and Delivery of the Bonds. The Chairman of the Board of Trustees of the District and Secretary-Treasurer of the District are hereby authorized and directed to prepare and execute the Bonds in the manner hereinbefore specified and, when duly executed, to deliver the Bonds to the Bond Registrar with instructions to authenticate and deliver the Bonds to Centerre Bank, N.A., as representative of the original purchasers thereof on payment of the purchase price. Such purchase price shall be not less than 100% of the principal amount of the Bonds plus interest thereon to the date of their delivery. The Bonds shall be executed in the name and for and on behalf of the District by the manual or facsimile signature of the Chairman of the Board of Trustees of the District and attested by the manual or facsimile signature of the Secretary-Treasurer of the District and the seal of the District shall be affixed to or imprinted on each Bond. In case any officer whose signature or facsimile thereof appears on any Bonds shall cease to be such officer before the delivery of such Bonds, such signature or facsimile thereof shall nevertheless be valid and sufficient for all purposes, the same as if such person had remained in office until delivery. Any Bond may be signed by such persons who at the actual time of the execution of such Bond shall be the proper officers to sign such Bond although at the date of such Bond such persons may not have been such officers. The Bonds shall have endorsed thereon a Certificate of Authentication substantially in the form set forth in Section 401 hereof, which shall be manually executed by the Bond Registrar. No Bond shall be entitled to any security or for any purpose unless and until such Certificate of Authentication shall have been duly executed by the Bond Registrar. Such executed Certificate of Authentication upon any Bond shall be conclusive evidence that such Bond has been duly authenticated and delivered under this Ordinance. The Certificate of Authentication on any Bond shall be deemed to have been duly executed if signed by any authorized officer or employee of the Bond Registrar, but it shall not be necessary that the same officer or employee sign the Certificate of Authentication on all of the Bonds that may be issued hereunder at any one time. The Bonds signed, sealed and authenticated as herein provided shall be and constitute valid and binding obligations of the District according to the terms hereof, although the exchange or transfer thereof may be made at a date or dates after any officer whose signature is affixed thereto shall have ceased to be 10 the incumbent of his office. ARTICLE III REDEMPTION OF BONDS Section 301. Redemption of Bonds Prior to Maturity. At the option of the District, Bonds maturing on February 15, 1996, and thereafter may be called for redemption and payment prior to maturity as a whole or in part in inverse order of maturity on February 15, 1995, or on any interest payment date thereafter at a redemption price of 100% of the principal amount thereof plus accrued interest thereon to the redemption date. Section 302. Notice of Redemption. If the District shall elect to call any Bonds for redemption and payment prior to the maturity thereof the District shall give written notice of such redemption by United States registered mail addressed to the registered owners of such Bonds at the addresses shown on the registration books kept by the Bond Registrar, to the Paying Agent and to the original purchaser of the Bonds, each of said notices to be mailed not less than 30 days prior to the date fixed for redemption; provided, however, that the failure to give such notice by mailing, or any defect therein, with respect to any particular Bonds shall not affect the validity of any proceedings for the redemption of Bonds. Such notices shall specify the redemption date and shall describe the Bonds to be redeemed by number and maturity. Section 303. Effect of Call for Redemption. If any Bond is called for redemption and payment as aforesaid, all interest on such Bond shall cease from and after the redemption date, provided funds are available for its payment at the price hereinbefore specified. ARTICLE IV FORM OF BONDS Section 401. Form of Bonds. (a) Each of the Series A Bonds, as originally issued or upon transfer or exchange, shall be in substantially the following form: (FORM OF FULLY REGISTERED BOND) Registered Registered No. R- $5,000 UNITED STATES OF AMERICA STATE OF MISSOURI MISSISSIPPI RIVER SUBDISTRICT OF THE METROPOLITAN ST. LOUIS SEWER DISTRICT 11 GENERAL OBLIGATION SEWER REFUNDING BOND SERIES A 1985 ______________________________________ Rate of Maturity Date: Dated Date: CUSIP Interest: ___% _____________ November 1, 1985 Number: ___ Registered Owner: _________________________________ Principal Amount: __________________________DOLLARS THE MISSISSIPPI RIVER SUBDISTRICT OF THE METROPOLITAN ST. LOUIS SEWER DISTRICT (the "Subdistrict"), in the State of Missouri, acting herein by and through the Board of Trustees of The Metropolitan St. Louis Sewer District, for value received, promises to pay to the Registered Owner shown above, or registered assigns, but solely from the source and in the manner hereinafter set forth, the Principal Amount shown above on the Maturity Date shown above, and to pay interest on said Principal Amount from the Effective Date of Registration shown below at the Rate of Interest per annum shown above (likewise payable solely from the source and in the manner hereinafter set forth), payable semiannually on August 15 and February 15 in each year, until said Principal Amount shall have been paid. The Principal of this Bond is payable in lawful money of the United States of America at the principal office of Mercantile Trust Company National Association, in the City of St. Louis, Missouri (the "Paying Agent" and "Bond Registrar"), upon presentation and surrender of this Bond. The interest on this Bond is payable by check or draft mailed by the Bond Registrar to the person in whose name this Bond is registered at the close of business on the last business day of the month next preceding each interest payment date (the "Record Date") at his address as it appears on the bond registration books kept by the Bond Registrar. The terms and provisions of this Bond are continued on the reverse hereof and shall for all purposes have the same effect as though fully set forth at this place. _________________________________________________________________ THIS BOND is one of a duly authorized issue of fully registered General Obligation Sewer Refunding Bonds without coupons of the aforesaid Subdistrict, all of like date, tenor and effect, except at to rate of interest and date of maturity, of the denomination of Five Thousand Dollars ($5,000) or some whole multiple thereof, aggregating the principal sum of Nine Million and One Hundred and Ten Thousand Dollars ($9,110,000) issued for the purpose of refunding the General Obligation Bonds of the Mississippi River Subdistrict of The Metropolitan St. Louis Sewer District, dated February 1, 984, outstanding in the principal 12 amount of $10,000,000 which bonds were issued as part of Ninety-five Million Dollars ($95,000,000) authorized by The Mississippi River Subdistrict of The Metropolitan St. Louis Sewer District to provide funds for the purpose of constructing a system of sanitary interceptor sewers and sewage disposal and treatment plants and works for said Subdistrict, including all expenses necessarily incidental thereto. This Bond is issued under authority of the Constitution of the State of Missouri and the Plan of The Metropolitan St. Louis Sewer District and pursuant to an election duly called and held in said Mississippi River Subdistrict of The Metropolitan St. Louis Sewer District on November 6, 1962, whereat more than two-thirds (2/3) of the votes cast were in favor of the issuance of this bond and of the series of which it is one, and by further authority of an ordinance duly adopted and proceedings duly had by the Board of Trustees of The Metropolitan St. Louis Sewer District (the "Ordinance"). THE BONDS constitute general obligations of the Subdistrict payable as to both principal and interest from ad valorem taxes which may be levied without limitation as to rate or amount upon all the taxable tangible property, real and personal, within the territorial limits of the Subdistrict. The full faith, credit and resources of the Subdistrict are hereby irrevocably pledged for the prompt payment of the principal of and interest on the Bonds as the same become due. At the option of the District, Bonds maturing on February 15, 1996, and thereafter may be called for redemption and payment prior to maturity as a whole or in part in inverse order of maturity on February 15, 1995, or on any interest payment date thereafter at a redemption price of 100% of the principal amount thereof plus accrued interest thereon to the redemption date. If the District shall elect to call any Bonds for redemption and payment prior to the maturity thereof, the District shall give written notice of such redemption by United States registered mail addressed to the registered owners of such Bonds at the addresses shown on the registration books kept by the Bond Registrar, to the Paying Agent and to the original purchaser of the Bonds, each of said notices to be mailed not less than 30 days prior to the date fixed for redemption. Such notices shall specify the redemption date and shall describe the Bonds to be redeemed by number and maturity. If any Bond is called for redemption and payment as aforesaid, all interest on such Bond shall cease from and after the redemption date, provided funds are available for its payment at the price hereinbefore specified. THE BONDS are issuable in the form of fully registered Bonds without coupons in the denomination of $5,000 or any integral multiple thereof. The registered owner of any Bond or Bonds may surrender the same to the Bond Registrar (together with a written instrument of transfer satisfactory to the Bond Registrar duly executed by the registered owner or his duly 13 authorized attorney) in exchange for an equal aggregate principal amount of Bonds in any denomination hereinbefore referred to, subject to the conditions and upon payment of the charges provided in the Ordinance. THIS BOND is transferable as provided in the Ordinance only upon the books kept for that purpose at the principal office of the Bond Registrar, by the registered owner hereof in person, or by his duly authorized attorney, upon surrender of this Bond together with a written instrument of transfer satisfactory to the Bond Registrar duly executed by the registered owner or his duly authorized attorney, and thereupon, a new Bond or Bonds in the same aggregate principal amount, shall be issued to the transferee in exchange therefor as provided in the Ordinance, and upon payment of the charges therein prescribed. The Subdistrict, the Bond Registrar and the Paying Agent may deem and treat the person in whose name this Bond is registered as the absolute owner hereof for the purpose of receiving payment of, or on account of, the principal hereof and interest due hereon and for all other purposes. THIS BOND shall not be valid or binding on the Subdistrict or be entitled to any security or benefit under the Ordinance until this Bond shall have been authenticated by the execution by the Bond Registrar of the Certificate of Authentication hereon. IT IS HEREBY DECLARED AND CERTIFIED that all acts, conditions and things required to be done and to exist precedent to and in the issuance of the Bonds have been done and performed and do exist in due and regular form and manner as required by the Constitution and laws of the State of Missouri; that a direct annual tax upon all taxable tangible property situated in the Subdistrict has been levied for the purpose of paying the principal of and interest on the Bonds when due; and that the total indebtedness of the Subdistrict, including this Bond and the series of which it is one, does not exceed any constitutional or statutory limitation. IN TESTIMONY WHEREOF, the Mississippi River Subdistrict of The Metropolitan St. Louis Sewer District, acting herein by and through the Board of Trustees of The Metropolitan St. Louis Sewer District, has executed this bond by causing it to be signed with the facsimile signature of the Chairman of the Board of Trustees of The Metropolitan St. Louis Sewer District, attested by the facsimile signature of the Secretary-Treasurer of said District, under the seal of said District imprinted hereon in facsimile, and this bond to be dated the 1st day of November, 1985. Effective Date MISSISSIPPI RIVER SUBDISTRICT of Registration: _________ OF THE METROPOLITAN ST. LOUIS SEWER DISTRICT 14 CERTIFICATE OF AUTHENTICATION By____________________________ Chairman of the Board of This Bond is one of the Bonds Trustees of the District described in the within mentioned Ordinance. [Seal] MERCANTILE TRUST COMPANY ATTEST: NATIONAL ASSOCIATION St. Louis, Missouri Paying Agent and Bond Registrar ______________________________ Secretary-Treasurer of the District By ________________________________ Authorized Officer _________________________________________________________________ FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto _________________________________________________________________ (Print or Type Name, Address and Social Security Number of Transferee) the within Bond, and all rights thereunder, and hereby irrevocably constitutes and appoints _________________________________________ attorney to transfer the within Bond on the books kept for the registration thereof, with full power of substitution in the premises. Dated: ______________________________________ _____________________________________________ NOTICE: The signature to this assignment must correspond with the name of the Registered Owner as it appears on the face of the within Bond in every particular. In the presence of _____________________________________________. ================================================================= (b) Each of the Series B Bonds, as originally issued or upon transfer or exchange, shall be in substantially the following form: (FORM OF FULLY REGISTERED BOND) Registered Registered No. R- $5,000 UNITED STATES OF AMERICA STATE OF MISSOURI MISSISSIPPI RIVER SUBDISTRICT OF 15 THE METROPOLITAN ST. LOUIS SEWER DISTRICT GENERAL OBLIGATION SEWER REFUNDING BOND SERIES B 1985 ______________________________________ Rate of Maturity Date: Dated Date: CUSIP Interest: ___% _____________ November 1, 1985 Number: ___ Registered Owner: _________________________________ Principal Amount: __________________________DOLLARS THE MISSISSIPPI RIVER SUBDISTRICT OF THE METROPOLITAN ST. LOUIS SEWER DISTRICT (the "Subdistrict"), in the State of Missouri, acting herein by and through the Board of Trustees of The Metropolitan St. Louis Sewer District, for value received, promises to pay to the Registered Owner shown above, or registered assigns, but solely from the source and in the manner hereinafter set forth, the Principal Amount shown above on the Maturity Date shown above, and to pay interest on said Principal Amount from the Effective Date of Registration shown below at the Rate of Interest per annum shown above (likewise payable solely from the source and in the manner hereinafter set forth), payable semiannually on August 15 and February 15 in each year, until said Principal Amount shall have been paid. The Principal of this Bond is payable in lawful money of the United States of America at the principal office of Mercantile Trust Company National Association, in the City of St. Louis, Missouri (the "Paying Agent" and "Bond Registrar"), upon presentation and surrender of this Bond. The interest on this Bond is payable by check or draft mailed by the Bond Registrar to the person in whose name this Bond is registered at the close of business on the last business day of the month next preceding each interest payment date (the "Record Date") at his address as it appears on the bond registration books kept by the Bond Registrar. The terms and provisions of this Bond are continued on the reverse hereof and shall for all purposes have the same effect as though fully set forth at this place. _________________________________________________________________ THIS BOND is one of a duly authorized issue of fully registered General Obligation Sewer Refunding Bonds without coupons of the aforesaid Subdistrict, all of like date, tenor and effect, except at to rate of interest and date of maturity, of the denomination of Five Thousand Dollars ($5,000) or some whole multiple thereof, aggregating the principal sum of Fifteen Million Dollars ($15,000,000) being the remaining part of Ninety-five Million Dollars ($95,000,000) authorized but unissued by the Mississippi Subdistrict of The Metropolitan St. Louis Sewer 16 District to provide funds for the purpose of constructing a system of sanitary interceptor sewers and sewage disposal and treatment plans and works for said Subdistrict, including all expenses necessarily incidental thereto. This Bond is issued under authority of the Constitution of the State of Missouri and the Plan of The Metropolitan St. Louis Sewer District and pursuant to an election duly called and held in said Mississippi River Subdistrict of The Metropolitan St. Louis Sewer District on November 6, 1962, whereat more than two-thirds (2/3) of the votes cast were in favor of the issuance of this bond and of the series of which it is one, and by further authority of an ordinance duly adopted and proceedings duly had by the Board of Trustees of The Metropolitan St. Louis Sewer District (the "Ordinance"). THE BONDS constitute general obligations of the Subdistrict payable as to both principal and interest from ad valorem taxes which may be levied without limitation as to rate or amount upon all the taxable tangible property, real and personal, within the territorial limits of the Subdistrict. The full faith, credit and resources of the Subdistrict are hereby irrevocably pledged for the prompt payment of the principal of and interest on the Bonds as the same become due. At the option of the District, Bonds maturing on February 15, 1996, and thereafter may be called for redemption and payment prior to maturity as a whole or in part in inverse order of maturity on February 15, 1995, or on any interest payment date thereafter at a redemption price of 100% of the principal amount thereof plus accrued interest thereon to the redemption date. If the District shall elect to call any Bonds for redemption and payment prior to the maturity thereof, the District shall give written notice of such redemption by United States registered mail addressed to the registered owners of such Bonds at the addresses shown on the registration books kept by the Bond Registrar, to the Paying Agent and to the original purchaser of the Bonds, each of said notices to be mailed not less than 30 days prior to the date fixed for redemption. Such notices shall specify the redemption date and shall described the Bonds to be redeemed by number and maturity. If any Bond is called for redemption and payment as aforesaid, all interest on such Bond shall cease from and after the redemption date, provided funds are available for its payment at the price hereinbefore specified. THE BONDS are issuable in the form of fully registered Bonds without coupons in the denomination of $5,000 or any integral multiple thereof. The registered owner of any Bond or Bonds may surrender the same to the Bond Registrar (together with a written instrument of transfer satisfactory to the Bond Registrar duly executed by the registered owner or his duly authorized attorney) in exchange for an equal aggregate principal amount of Bonds in any denomination hereinbefore referred to, subject to the conditions and upon payment of the charges provided 17 in the Ordinance. THIS BOND is transferable as provided in the Ordinance only upon the books kept for that purpose at the principal office of the Bond Registrar, by the registered owner hereof in person, or by his duly authorized attorney, upon surrender of this Bond together with a written instrument of transfer satisfactory to the Bond Registrar duly executed by the registered owner or his duly authorized attorney, and thereupon, a new Bond or Bonds in the same aggregate principal amount, shall be issued to the transferee in exchange therefor as provided in the Ordinance, and upon payment of the charges therein prescribed. The Subdistrict, the Bond Registrar and the Paying Agent may deem and treat the person in whose name this Bond is registered as the absolute owner hereof for the purpose of receiving payment of, or on account of, the principal hereof and interest due hereon and for all other purposes. THIS BOND shall not be valid or binding on the Subdistrict or be entitled to any security or benefit under the Ordinance until this Bond shall have been authenticated by the execution by the Bond Registrar of the Certificate of Authentication hereon. 18 IT IS HEREBY DECLARED AND CERTIFIED that all acts, conditions and things required to be done and to exist precedent to and in the issuance of the Bonds have been done and performed and do exist in due and regular form and manner as required by the Constitution and laws of the State of Missouri; that a direct annual tax upon all taxable tangible property situated in the Subdistrict has been levied for the purpose of paying the principal of and interest on the Bonds when due; and that the total indebtedness of the Subdistrict, including this Bond and the series of which it is one, does not exceed any constitutional or statutory limitation. IN TESTIMONY WHEREOF, the Mississippi River Subdistrict of The Metropolitan St. Louis Sewer District, acting herein by and through the Board of Trustees of The Metropolitan St. Louis Sewer District, has executed this bond by causing it to be signed with the facsimile signature of the Chairman of the Board of Trustees of The Metropolitan St. Louis Sewer District, attested by the facsimile signature of the Secretary-Treasurer of said District, under the seal of said District imprinted hereon in facsimile, and this bond to be dated the 1st day of November, 1985. Effective Date MISSISSIPPI RIVER SUBDISTRICT of Registration: _________ OF THE METROPOLITAN ST. LOUIS SEWER DISTRICT CERTIFICATE OF AUTHENTICATION By____________________________ Chairman of the Board of This Bond is one of the Bonds Trustees of the District described in the within mentioned Ordinance. [Seal] MERCANTILE TRUST COMPANY ATTEST: NATIONAL ASSOCIATION St. Louis, Missouri Paying Agent and Bond Registrar ______________________________ Secretary-Treasurer of the District By ________________________________ Authorized Officer _________________________________________________________________ FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto _________________________________________________________________ (Print or Type Name, Address and Social Security Number of Transferee) the within Bond, and all rights thereunder, and hereby irrevocably constitutes and appoints _________________________________________ attorney to transfer the within Bond on the books kept for the 19 registration thereof, with full power of substitution in the premises. Dated: ______________________________________ _____________________________________________ NOTICE: The signature to this assignment must correspond with the name of the Registered Owner as it appears on the face of the within Bond in every particular. In the presence of _____________________________________________. ================================================================= ARTICLE V FUNDS AND ACCOUNTS Section 501. Creation and Ratification of Funds and Accounts. For the purpose of handling the proceeds of the Bonds there are hereby created and ordered to be established (or ratified and confirmed), and the Secretary-Treasurer of the District is hereby authorized to maintain (except that the Escrow Account shall be maintained by the Escrow Agent), on behalf of the Subdistrict, separate trust funds or accounts to be designated as follows: (a)Mississippi River Subdistrict Construction Fund" (the "Mississippi River Subdistrict Construction Fund"). (b)"Mississippi River Subdistrict Bond and Interest Fund" (the "Mississippi River Subdistrict Bond and Interest Fund"). (c)"Series 1966 and Series 1967 Bond Sinking Fund Account in the Mississippi River Subdistrict Bond and Interest Fund" (the "Series 1966 and 1967 Bond Sinking Fund Account"). (d)"Mississippi River Subdistrict Costs of Issuance Account" (the "Mississippi River Subdistrict Costs of Issuance Account"). (e)"Escrow Account for the Mississippi River Subdistrict of The Metropolitan St. Louis Sewer District General Obligation Sewer Bonds dated February 1, 1984" (the "Escrow Account"). Each of said funds and accounts shall be maintained and administered by the Secretary-Treasurer of the District, as provided in this Ordinance, except the Escrow Account which shall be maintained and administered by the Escrow Agent as provided in this Ordinance and in the Escrow Trust Agreement. 20 ARTICLE VI DISPOSITION AND APPLICATION OF BOND PROCEEDS AND OTHER MONEYS Section 601. Disposition of Bond Proceeds. The proceeds received from the sale of the Bonds, including accrued interest and premium thereon, shall be deposited simultaneously with the delivery of the Bonds, as follows: (a) There shall be deposited in the Mississippi River Subdistrict Bond and Interest Fund any amount received on account of accrued interest on the bonds and any amount of interest earned on the good faith deposit made by the purchaser of the Bonds. (b) There shall be deposited in the Mississippi River Subdistrict Costs of Issuance Account the sum of $465,890.00. (c) There shall be deposited in the Escrow Account an amount which, together with funds required to be deposited in the Escrow Account by Section 602(a) hereof and together with the earnings to accrue on all of such moneys, will always be sufficient for the payment of the principal of and interest on the Series 1984 Bonds, as determined and certified in accordance with Section 1102 hereof. (d) There shall be deposited in the Mississippi River Subdistrict Construction Fund the sum of $15,000,000. Section 602. Disposition of Other Moneys. Concurrently with the issuance and delivery of the Bonds, the Subdistrict shall pay and credit from moneys on hand and available for such purposes, the following amounts: (a) There shall be deposited in the Escrow Account, from moneys on deposit in the Mississippi River Subdistrict Bond and Interest Fund the sum of $1,499,625.00. (b) There shall be transferred from the Mississippi River Subdistrict Bond and Interest Fund to a separate account therein designated the Series 1966 and Series 1967 Bond Sinking Fund Account, the sum of $1,500,000.00, to provide a sinking fund for payment of principal and interest on the Series 1966 Bonds and the Series 1967 Bonds. Section 603. Withdrawals from the Mississippi River Subdistrict Construction Fund. The Secretary-Treasurer of the District shall make withdrawals from the Mississippi River Subdistrict Construction Fund solely for the purpose of constructing a system of sanitary interceptor sewers and sewage disposal and treatment plants and works for said Subdistrict, as hereinbefore provided. Such withdrawals shall be made only upon duly authorized and executed order of the Board of Trustees 21 therefor accompanied by a certificate executed by the District's architects that such payment is being made for a purpose within the scope of this Ordinance and that the amount of such payment represents only the contract price of the property, equipment, labor, materials or service being paid for or, if such payment is not being made pursuant to an express contract, that such payment is not in excess of the reasonable value thereof. Section 604. Surplus in the Mississippi River Subdistrict Construction Fund. Upon completion of constructing a system of sanitary interceptor sewers and sewage disposal and treatment plants and works for said Subdistrict as hereinbefore provided, as certified to the Board of Trustees by the District's architects, any surplus remaining in the Mississippi River Subdistrict Construction Fund shall be transferred and deposited in the Mississippi River Subdistrict Bond and Interest Fund. Section 605. Application of Moneys in the Mississippi River Subdistrict Costs of Issuance Account. Moneys in the Mississippi River Subdistrict Costs of Issuance Account shall be disbursed by the Secretary-Treasurer of the District on orders of the printers and others employed to render professional services and other fees, costs and expenses incurred in connection with the issuance of the Bonds and the creation of the trust described in and created by the Escrow Trust Agreement and in carrying out the duties, terms and provisions of the Escrow Trust Agreement. Any surplus remaining in the Mississippi River Subdistrict Costs of Issuance Account shall be transferred and deposited in the Mississippi River Subdistrict Bond and Interest Fund. Section 606. Application of Moneys in the Escrow Account. The Escrow Account shall be maintained in the custody of the Escrow Agent. Moneys in the Escrow Account shall be applied solely to the payment of the principal of, redemption premium, if any, and interest on the Series 1984 Bonds in accordance with the provisions of the Escrow Trust Agreement authorized by Section 1101 hereof. ARTICLE VII PAYMENT OF THE BONDS Section 701. Security of the Bonds. The Bonds shall be general obligations of the Subdistrict payable as to both principal and interest from ad valorem taxes which may be levied without limitation as to rate or amount upon all the taxable tangible property, real and personal, within the territorial limits of the Subdistrict. The full faith, credit and resources of the Subdistrict are hereby irrevocably pledged for the prompt payment of the principal of and interest on the Bonds as the same become due. Section 702. Levy and Collection of Annual Tax. For 22 the purpose of providing for the payment of the principal of and interest on the Bonds as the same become due, there is hereby levied upon all of the taxable tangible property within the Subdistrict a direct annual tax sufficient to produce the following amounts for use in the following years: Principal Interest Year February 15 February 15 August 15 Total 1986 -0- $ 619,362.61 $1,071,973.75 $1,691,336.36 1987 -0- 1,071,973.75 1,071,973.75 2,148,947.50 1988 $ 700,000.00 1,071,973.75 1,037,848.75 2,809,822.50 1989 760,000.00 1,037,848.75 1,000,798.75 2,798,647.50 1990 835,000.00 1,000,798.75 960,092.50 2,795,891.25 1991 905,000.00 960,092.50 915,973.75 2,781,066.25 1992 985,000.00 915,973.75 868,693.75 2,769,667.50 1993 1,075,000.00 868,693.75 827,037.80 2,770.731.25 1994 1,175,000.00 827,037.50 780,037.50 2,782,075.00 1995 1,280,000.00 780,037.50 727,557.50 2,787,595.00 1996 1,395,000.00 727,557.50 668,967.50 2,791,525.00 1997 1,515,000.00 668,967.50 603,822.50 2,787,790.00 1998 1,670,000.00 603,822.50 530,760.00 2,804,582.50 1999 1,830,000.00 530,760.00 449,325.00 2,810,085.00 2000 2,000,000.00 449,325.00 359,325.00 2,808,650.00 2001 2,190,000.00 359,325.00 260,775.00 2,810,100.00 2002 2,395,000.00 260,775.00 153,000.00 2,808,775.00 2003 2,620,000.00 153,000.00 35,100.00 2,808,100.00 2004 780,000.00 35,100.00 0 815,100.00 The taxes referred to above shall be extended upon the tax rolls in each of the several years, respectively, and shall be levied and collected at the same time and in the same manner as the other taxes of the Subdistrict are levied and collected. The proceeds derived from said taxes shall be deposited in the Mississippi River Subdistrict Bond and Interest Fund, shall be kept separate and apart from all other funds of the Subdistrict and the District and shall be used solely for the payment of the principal of and interest on the Bonds as and when the same shall become due and the fees and expenses of the Paying Agent. If at any time said taxes are not collected in time to pay the principal of or interest on the Bonds when due, the Secretary-Treasurer of the District is hereby authorized and directed to pay said principal or interest out of the general funds of the Subdistrict and to reimburse said general funds for money so expended when said taxes are collected. Section 703. Application of Moneys in the Mississippi River Subdistrict Bond and Interest Fund. All amounts paid and credited to the Mississippi River Subdistrict Bond and Interest Fund shall be expended and used by the Subdistrict for the sole purpose of paying the principal of and interest on the Bonds as and when the same become due and the usual and customary fees and 23 expenses of the Paying Agent for acting as fiscal agent in the payment of said principal and interest. The Secretary-Treasurer of the District is authorized and directed to withdraw from the Mississippi River Subdistrict Bond and Interest Fund and forward to the Paying Agent sums sufficient to pay both principal of and interest on the Bonds as and when the same become due, and also to pay fees and expenses of the Paying Agent. If, through the lapse of time, or otherwise, the holders of Bonds shall no longer be entitled to enforce payment of their obligations, it shall be the duty of the Paying Agent forthwith to return said funds to the Subdistrict. All moneys deposited with the Paying Agent shall be deemed to be deposited in accordance with the subject to all of the provisions contained in this Ordinance. Section 704. Application of Moneys in the Series 1966 and Series 1967 Bond Sinking Fund Account. Moneys in the Series 1966 and Series 1967 Bond Sinking Fund Account shall be applied solely to the payment of the principal of, redemption premium, if any, and interest on the Series 1966 Bonds and the Series 1967 Bonds as and when the same become due, and the usual and customary fees and expenses of the Paying Agent for acting as fiscal agent in the payment of said principal and interest. Section 705. Surplus in Mississippi River Subdistrict Bond and Interest Fund. Any moneys or investments remaining in the Mississippi River Subdistrict Bond and Interest Fund after the retirement of the indebtedness for which the Bonds were issued and all other indebtedness of the Subdistrict shall be transferred and paid into the operating fund of the Subdistrict. Section 706. Insurance Policy. If on any interest payment date there are not on deposit in the Mississippi River Subdistrict Bond and Interest Fund sufficient moneys available to pay the principal of and interest on the Bonds due on such interest payment date, the Paying Agent shall immediately notify Insurer and Fiscal Agent of such fact and of the amount of the deficiency. The Paying Agent shall also cause notice of such deficiency and the amount thereof to be mailed to the holders of Bonds due on such interest payment date and published, all in the manner provided in Section 302 hereof with respect to redemption of bonds prior to maturity. Such notice shall also (a) state that the principal of and interest on the Bonds are insured by Insurer, (b) specify the number of the Insurance Policy, (c) state that the holders of Bonds then due and payable and unpaid should first present them to the Paying Agent for payment, (d) state that, if any such Bond is not paid by the Paying Agent on such presentment to the Paying Agent, the owner thereof should then present and surrender such Bond, uncancelled and free of any adverse claim together with evidence of assignment thereof to Fiscal Agent, and (e) specify the address of Fiscal Agent. At the request of any Bondholder, the Paying Agent shall present such Bondholder's Bond to Fiscal Agent for payment, but only after receipt of moneys sufficient to pay reasonable fees and expenses of the Paying 24 Agent, if any, in connection therewith. If the Paying Agent shall not receive moneys sufficient to pay such fees and expenses, the Paying Agent shall retain such Bonds in safekeeping. ARTICLE VIII DEPOSIT AND INVESTMENT OF FUNDS Section 801. Deposits of Money. Cash moneys in each of the funds and accounts created by and referred to in this Ordinance shall be deposited in a bank or banks located in the State of Missouri which are members of the Federal Deposit Insurance Corporation, and all such bank deposits shall be continuously and adequately secured by the banks holding such deposits as provided by the laws of the State of Missouri. All moneys held in the funds and accounts created by this Ordinance shall be kept separate and apart from all other funds of the Subdistrict and District so that there shall be no commingling of such funds with any other funds of the Subdistrict and District. Section 802. Investment of Funds. Moneys held in any fund or account referred to in this Ordinance may be invested by the Secretary-Treasurer of the District at the direction of the Board of Trustees in direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America, or in such other obligations as may be permitted by law; provided, however, that no such investment shall be made for a period extending longer than to the date when the moneys invested may be needed for the purpose for which such fund or account was created. All interest on any investments held in any fund or account shall accrue to and become a part of such fund or account. Section 803. Arbitrage Covenant. The Subdistrict covenants and agrees that it will use the proceeds of the Bonds as soon as practicable and with all reasonable dispatch for the purpose for which the Bonds are issued as hereinbefore set forth, and that no part of the proceeds of the Bonds shall be invested in any securities or obligations except for the authorized temporary period pending such use, nor used, at any time, directly or indirectly, in a manner which, if such use had been reasonably anticipated on the date of issuance of the Bonds, would have caused any of the Bonds to be or become "Arbitrage Bonds" within the meaning of Section 103(c) of the Internal Revenue Code of 1954, as amended, and the regulations of the Treasury Department thereunder proposed or in effect at the time of such use and applicable to obligations issued on the date of issuance of the Bonds. ARTICLE IX DEFAULT AND REMEDIES 25 Section 901. Remedies. The provisions of this Ordinance, including the covenants and agreements herein contained, shall constitute a contract between the Subdistrict and the holders of the Bonds. The holder or holders of any of the Bonds at the time outstanding shall have the right, for the equal benefit and protection of all holders of Bonds similarly situated: (a) By mandamus or other suit, action or proceedings at law or in equity to enforce his or their rights against the District and its officers, agents and employees, and to require and compel duties and obligations required by the provisions of this Ordinance, by the Plan of the District, or by the Constitution and laws of the State of Missouri; (b) By suit, action or other proceedings in equity or at law to require the District, its officers, agents and employees to account as if they were the trustees of an express trust; and (c) By suit, action or other proceedings in equity or at law to enjoin any acts or things which may be unlawful or in violation of the rights of the holders of the Bonds. Section 902. Limitation on Rights of Bondholders. No one or more bondholders secured hereby shall have any right in any manner whatever by his or their action to affect, disturb or prejudice the security granted and provided for herein, or to enforce any right hereunder, except in the manner herein provided, and all proceedings at law or in equity shall be instituted, had and maintained for the equal benefit of all holders of such outstanding Bonds. Section 903. Remedies Cumulative. No remedy conferred herein upon the bondholders is intended to be exclusive of any other remedy, but each such remedy shall be cumulative and in addition to every other remedy and may be exercised without exhausting and without regard to any other remedy conferred herein. No waiver of any default or breach of duty or contract by the holder of any Bond shall extend to or affect any subsequent default or breach of duty or contract or shall impair any rights or remedies thereon. No delay or omission of any bondholder to exercise any right or power or shall be construed to be a waiver of any such default or acquiescence therein. Every substantive right and every remedy conferred upon the holders of the Bonds by this Ordinance may be enforced and exercised from time to time and as often as may be deemed expedient. In case any suit, action or proceedings taken by any bondholder on account of any default or to enforce any right or exercise any remedy shall have been discontinued or abandoned for any reason, or shall have been determined adversely to such bondholder, then, and in every such case, the Subdistrict and the holders of the Bonds shall be restored to their former positions and rights hereunder, respectively, and all rights, remedies, powers and duties of the bondholders shall continue as if no such suit, action or other 26 proceedings had been brought or taken. ARTICLE X DEFEASANCE Section 1001. Defeasance. When all of the Bonds and all interest thereon shall have been paid and discharged, then the requirements contained in this Ordinance and the pledge of the Subdistrict's faith and credit made hereunder and all other rights granted hereby shall terminate. Bonds shall be deemed to have been paid and discharged within the meaning of this Ordinance if there shall have been deposited with the Paying Agent, or other bank located in the State of Missouri and having full trust powers, at or prior to the maturity or redemption date of said Bonds, in trust for and irrevocably appropriated thereto, moneys and/or direct obligations of, or obligations the principal of and interest on which are guaranteed by, the United States of America which, together with the interest to be earned on any such obligations, will be sufficient for the payment of the principal of said Bonds and interest accrued to the date of maturity or redemption, as the case may be, or if default in such payment shall have occurred on such date, then to the date of the tender of such payments; provided always that if any such Bonds shall be redeemed prior to the maturity thereof, the Subdistrict shall have elected to redeem such Bonds and notice of such redemption shall have been given. Any moneys and obligations which at any time shall be deposited with the Paying Agent or other bank by or on behalf of the Subdistrict, for the purpose of paying and discharging any of the Bonds, shall be and are hereby assigned, transferred and set over to such Paying Agent or other bank in trust for the respective holders of the bonds, and such moneys shall be and are hereby irrevocably appropriated to the payment and discharge thereof. All moneys deposited with said Paying Agent or other bank shall be deemed to be deposited in accordance with and subject to all of the provisions contained in this Ordinance. ARTICLE XI AUTHORIZATION OF THE ESCROW TRUST AGREEMENT; DISCHARGE AND REDEMPTION OF SERIES 1984 BONDS Section 1101. Authorization of Escrow Trust Agreement. The Chairman of the Board of Trustees of the District and the Secretary-Treasurer of the District are hereby authorized to enter into the Escrow Trust Agreement, dated as of November 1, 1985, between the Subdistrict and Mercantile Trust Company National Association, St. Louis, Missouri, in substantially the form attached to this Ordinance and marked Exhibit "A", and the Chairman of the Board of Trustees of the District and the Secretary-Treasurer of the District are hereby authorized and directed to execute said Escrow Trust Agreement with such changes 27 therein as such officials may deem appropriate, for and on behalf of and as the act and deed of the Subdistrict. The Escrow Agent is hereby authorized to carry out, on behalf of the Subdistrict, the duties, terms and provisions of the Escrow Trust Agreement, including the subscription and purchase on behalf of the Subdistrict of the Government Obligations described therein. Section 1102. Discharge of Series 1984 Bonds. Prior to or concurrently with the issuance and delivery of the Series A Bonds, the Subdistrict shall obtain the certification of an independent certified public accountant that the moneys and obligations required to be irrevocably deposited with the Escrow Agent pursuant to Sections 601 and 602 of this Ordinance and the Escrow Trust Agreement, together with the earnings to accrue thereon, will always be sufficient for the payment of the principal of and interest accrued to the date of maturity of the Series 1984 Bonds, and accordingly, when said certification shall have been given and when such moneys and obligations shall have been deposited with the Escrow Agent the Series 1984 Bonds shall be deemed to be paid and discharged within the meaning of the Missouri Constitution. ARTICLE XII BOND INSURANCE Section 1201. Insurance Policy. The Executive Director is hereby authorized and directed to obtain on behalf of the Subdistrict an insurance policy insuring the payment of the Bonds and the interest thereon and to pay any appropriate premium therefor and execute any documents deemed appropriate by said Executive Director in connection therewith. The Chairman of the Board of Trustees of the District and the Secretary-Treasurer of the District are hereby authorized and directed to enter into the Commitment for Municipal Bond Insurance in substantially the form attached to this Ordinance and marked Exhibit "B", and the Chairman of the Board of Trustees of the District and the Secretary-Treasurer of the District are hereby authorized and directed to execute said Commitment for Municipal Bond Insurance and any other related documents with such changes therein as such officials may deem appropriate, for and on behalf of and as the act and deed of the Subdistrict. The Paying Agent is authorized to make any draws against the Insurance Policy and any other insurance policy from an Insurer pursuant to the terms thereof and hereof. ARTICLE XIII MISCELLANEOUS PROVISIONS Section 1301. Severability. If any section or other part of this Ordinance, whether large or small, shall for any reason be held invalid, the invalidity thereof shall not affect 28 the validity of the other provisions of this Ordinance. Section 1302. Governing Law. This Ordinance shall be governed exclusively by and construed in accordance with the applicable laws of the State of Missouri. Section 1303. Effective Date. This Ordinance shall take effect and be in full force from and after 14 days following its passage by the Board of Trustees of the District. 29 PASSED by the Board of Trustees of The Metropolitan St. Louis Sewer District this 16th day of October, 1985. ______________________________ Chairman of the Board of Trustees of the District [SEAL] ATTEST: ______________________________ Secretary-Treasurer of the District The foregoing Ordinance was adopted October 16, 1985.