Loading...
HomeMy Public PortalAbout08371 O R D I N A N C E NO. 8371 AN ORDINANCE, authorizing the Secretary-Treasurer of The Metropolitan St. Louis Sewer District, on behalf of the Coldwater Creek Trunk Subdistrict of The Metropolitan St. Louis Sewer District, to purchase direct non-callable obligations of the United States to defease and pay the Sewerage System Revenue Bonds, Series 1962, and the Sewerage System Revenue Bonds, Series 1963, of the Coldwater Creek Trunk Subdistrict of The Metropolitan St. Louis Sewer District and authorizing the Executive Director and Secretary-Treasurer to execute an Escrow Trust Agreement in connection therewith; and to establish an account to pay the costs of improvements and extensions of the sewerage system of such Subdistrict. WHEREAS, The Metropolitan St. Louis Sewer District (the "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, as provided by Sections 30(a) and 30(b) of Article VI of the Constitution of the State of Missouri; and WHEREAS, the Board of Trustees of the District (the "Board"), pursuant to the Plan and Ordinance No. 426, adopted on July 14, 1960, created the Coldwater Creek Trunk Subdistrict of The Metropolitan St. Louis Sewer District (the "Subdistrict"); and WHEREAS, pursuant to Ordinance No. 764, adopted on May 29, 1962, and an election duly held in the Subdistrict on August 30, 1960, the Subdistrict issued its Sewerage System Revenue 2 Bonds, Series 1962 (the "Series 1962 Bonds") in the original principal amount of $4,500,000 which are currently outstanding in the principal amount of $260,000.00; and WHEREAS, pursuant to Ordinance No. 1029, adopted on August 28, 1963 (collectively with Ordinance No. 764, the "Bond Ordinance") and the aforesaid August 30, 1960 election, the Subdistrict issued its Sewerage System Revenue Bonds, Series 1963 (the "Series 1963 Bonds" and, collectively with the Series 1962 bonds, the "Bonds") in the original principal amount of $5,000,000, which are currently outstanding in the principal amount of $245,000.00; and WHEREAS, there are sufficient funds on hand in the funds and accounts created pursuant to the Bond Ordinance to purchase direct non-callable obligations of the United States in an amount which, together with the interest to accrue thereon, is sufficient to defease and pay the principal of, premium, if any, and interest on the Bonds as the same shall become due; NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF TRUSTEES OF THE METROPOLITAN ST. LOUIS SEWER DISTRICT: Section One. That the Executive Director and Secretary-Treasurer of the District are hereby authorized on behalf of the Subdistrict, to enter into the Escrow Trust Agreement dated as of June 1, 1991 (the "Escrow Trust Agreement"), by and between the Subdistrict and Mercantile Bank of St. Louis National Association, as Escrow Agent (the "Escrow Agent"), in 3 substantially the form attached hereto as Exhibit A, with such changes therein as shall be approved by such officers, such officers' signatures thereon being conclusive evidence of their approval thereof, to provide for the payment of the Bonds. Section Two. That the Secretary-Treasurer of the District is hereby authorized on behalf of the Subdistrict to purchase from moneys on hand in the funds and accounts established pursuant to the Bond Ordinance direct non-callable obligations of the United States which, together with interest to accrue thereon and cash from such funds and accounts deposited with the Escrow Agent, is sufficient to defease and pay the principal of and interest on the Bonds as and when the same shall become due. Section Three. That there is hereby ratified and confirmed an account designated "Coldwater Creek Trunk Subdistrict Sewer Extension and Improvement Account" in the treasury of the Subdistrict in the custody of the Secretary-Treasurer of the District. Moneys in said account shall be expended only (i) for the construction of extensions and improvements to the sewerage system of the Subdistrict and (ii) to pay the principal of and interest on the Bonds if there are not sufficient funds for such purpose held by the Escrow Agent pursuant to the Escrow Trust Agreement. All moneys remaining in the funds and accounts created pursuant to the Bond Ordinance after the above-described deposit with the Escrow Agent shall be applied to the payment of the costs of defeasing the Bonds and any remaining assets, liabilities and 4 fund balances shall be transferred to and deposited in the Coldwater Creek Trunk Subdistrict Sewer Extension and Improvement Account. Section Four. The Subdistrict shall, and the officers, agents and employees of the District, on behalf of the Subdistrict, are hereby authorized to take such further action, and execute such other documents, certificates and instruments as may be necessary or desirable to carry out and comply with the intent of this Ordinance, and to carry out, comply with and perform the duties of the Subdistrict with respect to the Escrow Trust Agreement. 5 The foregoing Ordinance was adopted May 8, 1991. ESCROW TRUST AGREEMENT BETWEEN COLDWATER CREEK TRUNK SUBDISTRICT OF THE METROPOLITAN ST. LOUIS SEWER DISTRICT AND MERCANTILE BANK OF ST. LOUIS NATIONAL ASSOCIATION, ST. LOUIS, MISSOURI, AS ESCROW AGENT DATED AS OF JUNE 1, 1991 ________________________ To Pay the Sewerage System Revenue Bonds, Series 1962 of the Coldwater Creek Trunk Subdistrict of The Metropolitan St. Louis Sewer District in the Outstanding Principal Amount of $260,000 and the Sewerage System Revenue Bonds, Series 1963 of the Coldwater Creek Trunk Subdistrict of The Metropolitan St. Louis Sewer District in the Outstanding Principal Amount of $245,000. 7 ESCROW TRUST AGREEMENT THIS ESCROW TRUST AGREEMENT, dated as of June 1, 1991 (the "Agreement"), by and between COLDWATER CREEK TRUNK SUBDISTRICT OF THE METROPOLITAN ST. LOUIS SEWER DISTRICT (the "Subdistrict"), a body corporate, municipal corporation and political subdivision of the State of Missouri, and Mercantile Bank of St. Louis National Association, a national banking association located in St. Louis, Missouri and having full trust powers, as Escrow Agent (the "Escrow Agent"). WITNESSETH: WHEREAS, the Subdistrict, acting by and through the Board of Trustees of The Metropolitan St. Louis Sewer District (the "District"), has heretofore duly authorized and issued a series of its Sewerage System Revenue Bonds, Series 1962 (herein referred to as the "Series 1962 Bonds"), a portion of which Series 1962 Bonds remain outstanding and unpaid; WHEREAS, the Subdistrict, acting by and through the Board of Trustees of the District, has heretofore duly authorized and issued a series of its Sewerage System Revenue Bonds, Series 1963 (herein referred to as the "Series 1963 Bonds" and, collectively with the Series 1962 Bonds, the "Bonds"), a portion of which Series 1963 Bonds remain outstanding and unpaid; WHEREAS, pursuant to Ordinance No. ________ adopted on May 8, 1991, the Subdistrict, acting by and through the Board of Trustees of the District, has heretofore authorized the purchase and deposit of government securities to provide for the payment of the Bonds in the principal amounts as indicated in Schedule I attached hereto; and WHEREAS, with moneys held in funds and accounts pursuant to the Bond Ordinance (as hereinafter defined) and other available funds of the Subdistrict, the Subdistrict has purchased the items as described in Schedule II attached hereto (the "Government Obligations"), and has deposited with the Escrow Agent such Government Obligations and cash in the amount of $________________; NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants hereinafter set forth, the parties hereto agree as follows: 1. Definitions. The following words and terms used in this Agreement shall have the following meanings: "Agreement" means this Escrow Trust Agreement. "Bond Ordinance" means Ordinance No. 764 adopted by the 8 Board of Trustees of the District on May 29, 1962 pursuant to which the Series 1962 Bonds were issued and Ordinance No. 1029 adopted by the Board of Trustees of the District on August 28, 1963 pursuant to which the Series 1963 Bonds were issued. "Bond Payment Date" means any date on which the principal of and interest on any of the Bonds is due and payable, as set forth in Schedule III attached hereto. "Bonds" means the Series 1962 Bonds and the Series 1963 Bonds. "Code" means the Internal Revenue Code of 1954, as amended. "District" means The Metropolitan St. Louis Sewer District. "Escrow Account" means the "Coldwater Creek Trunk Subdistrict of The Metropolitan St. Louis Sewer District Escrow Account for Sewerage System Revenue Bonds" created by Section 3 of this Agreement. "Escrow Agent" means Mercantile Bank of St. Louis National Association, St. Louis, Missouri, and its successor or successors at the time acting as the Escrow Agent under this Agreement. "Government Obligations" means the cash or direct noncallable obligations of, or obligations unconditionally guaranteed by, the United States of America listed on Schedule II attached hereto and any Substitute Government Obligations. "Ordinance" means the Ordinance No. ________ adopted by the Board of Trustees of the District on May 8, 1991, authorizing the purchase and deposit of the Government Obligations and cash in the amount of $_______________ for the purpose of providing for the payment of the Bonds. "Paying Agent" means Mercantile Bank of St. Louis National Association, St. Louis, Missouri on the Series 1962 Bonds and Boatmen's Trust Company, formerly St. Louis Union Trust Company, located in St. Louis, Missouri on the Series 1963 Bonds, the paying agent for the Bonds as designated in the Bond Ordinance authorizing the Bonds, and any successor or successors at the time acting as paying agent for the Bonds. "Series 1962 Bonds" means the outstanding Sewerage System Revenue Bonds, Series 1962, of the Subdistrict referred to in the preamble to this Agreement. "Series 1963 Bonds" means the outstanding Sewerage System Revenue Bonds, Series 1963, of the Subdistrict referred to 9 in the preamble to this Agreement. "Subdistrict" means the Coldwater Creek Trunk Subdistrict of The Metropolitan St. Louis Sewer District. "Substitute Government Obligations" means direct noncallable obligations of, or obligations unconditionally guaranteed by, the United States of America which have been acquired by the Escrow Agent and substituted for Government Obligations in accordance with Section 7(b) of this Agreement. 2. Receipt of Ordinance and Bond Ordinance. Receipt of true and correct copies of the Ordinance and the Bond Ordinance are hereby acknowledged by the Escrow Agent, and reference herein to or citation herein of any provision of said documents shall be deemed to incorporate the same as a part hereof in the same manner and with the same effect as if they were fully set forth herein. 3. Creation of the Escrow Account. There is hereby created and established with the Escrow Agent a special and irrevocable escrow trust account designated the "Coldwater Creek Trunk Subdistrict of The Metropolitan St. Louis Sewer District Escrow Account for Sewerage System Revenue Bonds" (the "Escrow Account") to be held in the custody of the Escrow Agent. 4. Verification of Sufficiency. The firm of Causey Demgen & Moore, Inc., has certified that there will always be, on any date of calculation, sufficient cash in the Escrow Account to transfer to the Paying Agent, five days prior to each Bond Payment Date sufficient moneys to pay all principal of and interest on the Bonds on such respective Bond Payment Dates. The Subdistrict agrees to provide additional moneys, if necessary, to provide for the payment of the Bonds, as provided in the Bond Ordinance. 5. Deposits to the Escrow Account. Concurrently with the execution and delivery of this Agreement, the Subdistrict herewith deposits, or causes to be deposited, with the Escrow Agent, and the Escrow Agent acknowledges receipt and deposit into the Escrow Account of the Government Obligations and cash in the amount of $_______________. 6. Creation of Lien. The escrow created hereby shall be irrevocable. The holders of the Bonds are hereby given an express lien on and security interest in the Government Obligations and any cash, from time to time, in the Escrow Account and all earnings thereon until used and applied in accordance with this Agreement. The matured principal of and earnings on the Government Obligations and any cash, from time to time in the Escrow Account are hereby pledged and assigned and shall be applied solely for the payment of the principal of and interest on the Bonds. 7. Government Obligations and Moneys in the Escrow 10 Account. Except as otherwise expressly provided in this Section, the Escrow Agent shall have no power or duty to invest any moneys held hereunder or to sell, transfer or otherwise dispose of any Government Obligations. (a) At least five days prior to each Bond Payment Date the Escrow Agent shall withdraw from the Escrow Account an amount equal to the principal of, redemption premium, if any, and interest on the Bonds becoming due and payable on such Bond Payment Date, as set forth in Schedule III attached hereto, and shall forward such amount to the office of the Paying Agent, so that such funds will reach the office of the Paying Agent on or before five days prior to the Bond Payment Date and at the times required by the Bond Ordinance. Such payment shall be made from the interest and maturing principal of the Government Obligations described in Schedule II. In order to make the payments required by this Section 7(a), the Escrow Agent is hereby authorized to redeem or otherwise dispose of Government Obligations in which moneys of the Escrow Account are invested in accordance with the maturity schedules in Schedule II. The liability of the Escrow Agent to make the payments required by this Section 7(a) shall be limited to the moneys and Government Obligations in the Escrow Account. (b) At the written request of the Subdistrict and upon compliance with the conditions hereinafter stated, the Escrow Agent shall have the power to sell, transfer or otherwise dispose of, or request the redemption of, the Government Obligations acquired hereunder and to substitute for the Government Obligations other direct noncallable obligations of, or obligations unconditionally guaranteed by, the United States of America (the "Substitute Government Obligations"), which are not subject to redemption prior to maturity except at the option of the holder thereof. The Escrow Agent shall purchase such Substitute Government Obligations with the proceeds derived from the sale, transfer, disposition or redemption of the Government Obligations together with any other funds available for such purpose. The foregoing transactions may be effected only if: (i) the substitution of the Substitute Government Obligations for the original Government Obligation occurs simultaneously; (ii) the Escrow Agent shall receive from an independent certified public accountant acceptable to the Escrow Agent in its reasonable judgment a certification, satisfactory in form and substance to the Escrow Agent, that after such transaction, (A) the principal amount of and interest income on the Government Obligations to be held in the Escrow Account after giving effect to 11 such transaction (including Substitute Government Obligations to be acquired), together with any other moneys to be held in the Escrow Account after such transaction, will be sufficient to pay at least five days prior to each Bond Payment Date, as the same become due at maturity, all principal of and interest on the Bonds pursuant to Schedule III, which have not been paid previously; and (B) the amounts and dates of the anticipated transfers from the Escrow Account to the Paying Agent of the Bonds will not be diminished or postponed thereby; and (iii) the Escrow Agent shall receive an unqualified opinion of attorneys nationally recognized on the subject of municipal bonds acceptable to the Escrow Agent in its reasonable judgment ("Bond Counsel") to the effect such disposition and substitution or purchase would not cause the interest on the Bonds to become includible in gross income for purposes of federal income taxation under then existing law. In the event that any such substitution results in cash held in the Escrow Account that is in excess of the cash required for the certification of an independent certified public accountant referred to in this subsection (as evidenced by such certification), the Escrow Agent shall, at the request of the District, withdraw such excess from the Escrow Account; and such excess shall be deposited in the Coldwater Creek Trunk Subdistrict Sewer Extension and Improvement Account (as defined in the Ordinance); provided that, in the opinion of Bond Counsel, such withdrawal and application will not be contrary to the Missouri law and will not result in the interest on the Bonds becoming includible in gross income for purposes of federal income taxation. (c) Upon the payment in full of the principal of and interest on the Bonds, all remaining moneys and Government Obligations in the Escrow Account, together with any interest thereon, shall be transferred to the Secretary-Treasurer of the District for deposit in the Coldwater Creek Trunk Subdistrict Sewer Extension and Improvement Account (as defined in the Ordinance). (d) In the event that any of the Government Obligations are not available for delivery on the date of the deposit of the Government Obligations, the Escrow Agent is directed to accept substitute securities in lieu thereof, provided: (i) the substitute securities are of a type permitted by the Bond Ordinance, (ii) the maturing principal of and interest on such substitute securities (excluding any interest after any optional call date) is equal to or greater than the maturity value of such unavailable Government Obligations, (iii) payment of such principal of and interest on the substitute securities will be received on or before the 12 maturity date of the unavailable Government Obligations, and (iv) the District and Bond Counsel approve such substitution. If the original Government Obligations become available and are tendered to the Escrow Agent by or on behalf of the District, the Escrow Agent shall, notwithstanding anything contained in subparagraph (b) above, accept such Government Obligations, shall return the substitute securities as directed by the Subdistrict and shall notify Bond Counsel of the transaction. (e) Notwithstanding any other provisions of this Agreement, the Subdistrict hereby covenants that no part of the moneys or funds in the Escrow Account shall be 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 "arbitrage bonds" under Section 103 of the Code, 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. 8. Reports of the Escrow Agent. As long as any of the Bonds, together with the interest thereon, have not been paid in full, the Escrow Agent shall, at least 60 days prior to each Bond Payment Date, determine the amount of money which will be available in the Escrow Account to pay the principal of and interest on the Bonds on the Bond Payment Date and certify in writing to the Subdistrict (i) the amount so determined, and (ii) a list of the moneys and Government Obligations held by it in the Escrow Account on the date of such certification, including all money held by it which were received as interest or profit from Government Obligations. 9. Liability of Escrow Agent. (a) The Escrow Agent shall not be liable for any loss resulting from any investment, sale, transfer or other disposition made pursuant to this Agreement in compliance with the provisions hereof. The Escrow Agent shall have no lien whatsoever on any of the moneys or Government Obligations on deposit in the Escrow Account for the payment of fees and expenses for services rendered by the Escrow Agent under this Agreement or otherwise. (b) The Escrow Agent shall not be liable for the accuracy of the calculations as to the sufficiency of the Government Obligations and moneys to pay the Bonds. So long as the Escrow Agent applies the Government Obligations and moneys as provided herein, the Escrow Agent shall not be liable for any deficiencies in the amounts necessary to pay the Bonds caused by such calculations. Notwithstanding the foregoing, the Escrow Agent shall not be relieved of liability arising 13 from and proximate to its failure to comply fully with the terms of this Agreement. (c) In the event that cash in the amount of $5,000 or more is held in the Escrow Account, the Escrow Agent shall immediately notify the Secretary-Treasurer of the District and shall obtain instructions from the Secretary-Treasurer of the District, acting for the Subdistrict, for the investment of such moneys in Substitute Government Obligations maturing prior to the next Bond Payment Date. The Escrow Agent shall invest such cash in Substitute Government Obligations as directed by the Secretary-Treasurer. The Trustee may make any and all investments permitted by the provisions of this Section through its own bond department or any affiliate or short-term investment department. (d) In the event of the Escrow Agent's failure to account for any of the Government Obligations or moneys received by it, said Government Obligations or moneysΕ shall be and remain the property of the District in trust for the holders of the Bonds, and, if for any reason such Government Obligations or moneys are not applied as herein provided, the assets of the Escrow Agent shall be impressed with a trust for the amount thereof until the required application shall be made. 10. Fees and Costs of the Escrow Agent. The aggregate amount of the costs, fees and expenses of the Escrow Agent in connection with the creation of the escrow described in and create by this Agreement and in carrying out any of the duties, terms or provisions of this Agreement is $1,717.19, plus out-of-pocket costs which amount has been paid by the Subdistrict to the Escrow Agent concurrently with the execution hereof. In the event of the resignation or removal of the Escrow Agent prior to termination of this Agreement the Escrow Agent shall reimburse the Subdistrict for a portion of such costs, fees and expenses paid by the Subdistrict, as described in the Fee Letter attached hereto as Exhibit A. Notwithstanding the preceding paragraph, the Escrow Agent shall be entitled to reimbursement from the District of out-of-pocket, legal or extraordinary expenses incurred in carrying out the duties, terms or provisions of this Agreement and for its customary charges in making investments through its own bond department or short-term investment department. Claims for such reimbursement may be made to the District and in no event shall such reimbursement be made from funds held by the Escrow Agent pursuant to this Agreement. 11. Resignation or Removal of Escrow Agent, Successor 14 Escrow Agent. (a) The Escrow Agent at the time acting hereunder may at any time resign and be discharged from its duties and responsibilities hereby created by giving written notice to the District not less than 60 days prior to the date when the resignation is to take effect. Such resignation shall take effect immediately upon the acceptance of the Subdistrict of the resignation, the appointment of a successor Escrow Agent (which may be a temporary Escrow Agent), the acceptance of such successor Escrow Agent of the terms, covenants and conditions of this Agreement, the transfer of the Escrow Account, including the moneys and Government Obligations held therein, to such successor Escrow Agent and the completion of any other actions required for the principal of and interest on the Government Obligations to be made payable to such successor Escrow Agent rather than the resigning Escrow Agent. (b) The Escrow Agent may be removed at any time by an instrument or concurrent instruments in writing, delivered to the Escrow Agent and to the Subdistrict and signed by the holders of a majority in principal amount of the Bonds then outstanding. The Escrow Agent may also be removed by the District if the Escrow Agent fails to make timely payment on any Bond Payment Date of the amounts required to be paid by it on such Bond Payment Date by Section 7(a) of this Agreement to the persons specified in said Section 7(a). Any removal pursuant to this paragraph shall become effective upon the appointment of a successor Escrow Agent (which may be a temporary successor Escrow Agent), the acceptance of such successor Escrow Agent of the terms, covenants and conditions of this Agreement, the transfer of the Escrow Account, including the moneys and Government Obligations held therein, to such successor Escrow Agent and the completion of any other actions required for the principal of and interest on the Government Obligations to be made payable to such successor Escrow Agent rather than the Escrow Agent being removed. (c) In the event the Escrow Agent shall resign or be removed, or be dissolved, or shall be in the course of dissolution or liquidation, or otherwise become incapable of acting hereunder, or in case the Escrow Agent shall be taken under the control of any public officer or officers, or of a receiver appointed by a court, a successor Escrow Agent may be appointed by the holders of a majority in aggregate principal amount of the Bonds then Outstanding, by an instrument or concurrent instruments in writing; provided, nevertheless, that in case of such vacancy the Subdistrict, by an instrument executed and signed by the Executive Director of the District and attested by the Secretary-Treasurer of the District under its seal, may appoint a temporary Escrow Agent to fill such 15 vacancy until a successor Escrow Agent shall be appointed by the Bondholders in the manner above provided; and any such temporary Escrow Agent so appointed by the Subdistrict shall immediately and without further act be superseded by the successor Escrow Agent so appointed by such Bondholders. (d) In the event that no appointment of a successor Escrow Agent or a temporary successor Escrow Agent shall have been made by such holders or the District pursuant to the foregoing provisions of this Section within 60 days after written notice of resignation of the Escrow Agent has been given to the Subdistrict, the holder of any of the Bonds or any retiring Escrow Agent may apply to any court of competent jurisdiction for the appointment of a successor Escrow Agent, and such court may thereupon, after such notice, if any, as it shall deem proper, appoint a successor Escrow Agent. (e) No successor Escrow Agent shall be appointed unless such successor Escrow Agent shall be a corporation with trust powers authorized to do business in the State of Missouri and organized under the banking laws of the United States or the State of Missouri and shall have at the time of appointment capital and surplus of not less than $10,000,000. (f) Every successor Escrow Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and to the Subdistrict an instrument in writing accepting such appointment hereunder, and thereupon such successor Escrow Agent without any further act, deed or conveyance shall become fully vested with all the rights, immunities, powers, trusts, duties and obligations of its predecessor, but such predecessor shall, nevertheless, on the written request of such successor Escrow Agent or the Subdistrict, execute and deliver an instrument transferring to such successor Escrow Agent all the estates, properties, rights, powers and trusts of such predecessor hereunder, and every predecessor Escrow Agent shall deliver all securities and moneys held by it to its successor. Should any transfer, assignment or instrument in writing from the Subdistrict be required by any successor Escrow Agent for more fully and certainly vesting in such successor Escrow Agent the estates, rights, powers and duties hereby vested or intended to be vested in the successor Escrow Agent, any such transfer, assignment and instruments in writing shall, on request, be executed, acknowledged and delivered by the Subdistrict. (g) Any corporation into which the Escrow Agent, or any successor to it of the duties and 16 responsibilities created by this Agreement, may be merged or converted or with which it or any successor to it may be consolidated, or any corporation resulting from any merger, conversion, consolidation or reorganization to which the Escrow Agent or any successor to it shall be a party shall, if satisfactory to the Subdistrict, be the successor Escrow Agent under this Agreement without the execution or filing of any paper or any other act on the part of the parties hereto, anything herein to the contrary notwithstanding. 12. Termination. This Agreement shall terminate when all transfers required to be made by the Escrow Agent under the provisions hereof shall have been made. 13. Severability. If any one or more of the covenants or agreements provided in this Agreement on the part of the Subdistrict or the Escrow Agent to be performed should be determined by a court of competent jurisdiction to be contrary to law, such covenant or agreement shall be deemed and construed to be severable from the remaining covenants and agreements herein contained and shall in no way affect the validity of the remaining provisions of this Agreement. 14. Successors and Assigns. All of the covenants, promises and agreements in this Agreement contained by or on behalf of the Subdistrict or by or on behalf of the Escrow Agent shall be binding upon and inure to the benefit of their respective successors and assigns whether so expressed or not. 15. Governing Law. This Agreement shall be governed by the applicable law of the State of Missouri. 16. Headings. Any headings preceding the text of the several Sections hereof, and any table of contents or marginal notes appended to copies hereof, shall be solely for convenience of reference and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction or effect. 17. Amendments to this Agreement. This Agreement is made for the benefit of the Subdistrict and the holders from time to time of the Bonds and it shall not be repealed, revoked, altered or amended without the written consent of all such holders, the Escrow Agent and the Subdistrict; provided, however, that the Subdistrict and the Escrow Agent may, without the consent of, or notice to, such holders, enter into such agreements supplemental to this Agreement as shall not adversely affect the rights of such holders and as shall not be inconsistent with the terms and provisions of this Agreement, for any one or more of the following purposes: (a) to cure any ambiguity or formal defect or omission in this Agreement; 17 (b) to grant to, or confer upon, the Escrow Agent for the benefit of the holders of the Bonds, any additional rights, remedies, powers or authority that may lawfully be granted to, or conferred upon, such holders or the Escrow Agent; and (c) to subject to this Agreement additional funds, securities or properties. The Escrow Agent shall be entitled to rely exclusively upon an unqualified opinion of Bond Counsel with respect to compliance with this Section, including the extent, if any, to which any change, modification, addition or elimination affects the rights of the holders of the Bonds, or that any instrument executed hereunder complies with the conditions and provisions of this Section. 18. Counterparts. This Agreement may be executed in several counterparts, all or any of which shall be regarded for all purposes as one original and shall constitute and be but one and the same instrument. IN WITNESS WHEREOF, the parties hereto have each caused this Agreement to be executed by their duly authorized officers or elected officials and their corporate seals to be hereunder affixed and attested as of the date first above written. APPROVED AS TO FORM: COLDWATER CREEK TRUNK SUBDISTRICT OF THE METROPOLITAN ST. LOUIS SEWER _______________________________ DISTRICT James M. Byrne, General Counsel By___________________________ Frank G. Kriz, Executive Director of The Metropolitan ATTEST: (Seal) St. Louis Sewer District By______________________________ Karl J. Tyminski, Secretary- Treasurer of The Metropolitan St. Louis Sewer District 18 MERCANTILE BANK OF ST. LOUIS ATTEST: (Seal) NATIONAL ASSOCIATION By______________________________ By___________________________ (Asst.) Secretary (Assistant) Vice President 19 SCHEDULE I SCHEDULE I TO ESCROW TRUST AGREEMENT, DATED AS OF JUNE 1, 1991, BETWEEN THE COLDWATER CREEK TRUNK SUBDISTRICT OF THE METROPOLITAN ST. LOUIS SEWER DISTRICT AND MERCANTILE BANK OF ST. LOUIS NATIONAL ASSOCIATION. ================================================================= Series 1962 Bonds Maturity June 1 Principal Amount Interest Rate 1992 $260,000 3.75% Series 1963 Bonds Maturity June 1 Principal Amount Interest Rate 1992 $245,000 3.60% 20 SCHEDULE II SCHEDULE II TO ESCROW TRUST AGREEMENT DATED AS OF JUNE 1, 1991, BETWEEN THE COLDWATER CREEK TRUNK SUBDISTRICT OF THE METROPOLITAN ST. LOUIS SEWER DISTRICT AND MERCANTILE BANK OF ST. LOUIS NATIONAL ASSOCIATION. ================================================================= GOVERNMENT OBLIGATIONS United States Treasury Obligations - Open Market Securities: Notes: Maturity Principal Amount Interest Rate 21 SCHEDULE III SCHEDULE III TO ESCROW TRUST AGREEMENT DATED AS OF JUNE 1, 1991, BETWEEN THE COLDWATER CREEK TRUNK SUBDISTRICT OF THE METROPOLITAN ST. LOUIS SEWER DISTRICT AND MERCANTILE BANK OF ST. LOUIS NATIONAL ASSOCIATION. ================================================================= Payment Schedule for Bonds Bond Payment Date Principal Interest Total Payment 12/1/1991 $ 9,285.00 $ 9,285.00 6/1/1992 $505,000.00 9,285.00 514,285.00 TOTAL $505,000.00 $ 18,570.00 $523,570.00