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HomeMy Public PortalAbout08403 O R D I N A N C E NO. 8403 AN ORDINANCE AUTHORIZING THE ISSUANCE AND DELIVERY OF $13,350,000 PRINCIPAL AMOUNT OF GENERAL OBLIGATION SEWER REFUNDING BONDS, SERIES 1991, OF THE MISSISSIPPI RIVER SUBDISTRICT OF THE METROPOLITAN ST. LOUIS SEWER DISTRICT, FOR THE PURPOSE OF REFUNDING A PORTION OF THE PRIOR BONDS (AS HEREIN DEFINED); 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 (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 (the "Plan"), 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 Metropolitan St. Louis Sewer District, pursuant to the Plan and by an Ordinance duly passed on June 25, 1962, created 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 sewer 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 sewer 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 - 2 - 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 canvased 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 on 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 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 Bonds dated November 1, 1985 $15,000,000 Total $95,000,000 WHEREAS, the bonds dated February 1, 1984 were refunded by the issuance of the Subdistrict's General Obligation Sewer Refunding Bonds, Series A 1985 (the "Series A 1985 Bonds") in the principal amount of $9,110,000; and WHEREAS, the Series A 1985 Bonds remain outstanding in the principal amount of $5,910,000, said Bonds becoming due on February 15 in the years 1992 to 1996, inclusive, and bearing interest, as follows: MATURITY PRINCIPAL ANNUAL RATE FEBRUARY 15 AMOUNT OF INTEREST 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% - 3 - WHEREAS, the bonds dated November 1, 1985 (the "Series B 1985 Bonds") remain outstanding in the principal amount of $15,000,000, said Bonds becoming due on February 15 in the years 1997 to 2004, inclusive, and bearing interest, as follows: 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% both principal of and interest on said Bonds being payable at the principal office of Mercantile Bank of St. Louis National Association (formerly Mercantile Trust Company National Association), in the City of St. Louis, State of Missouri; and WHEREAS, the Subdistrict desires to refund the Series A 1985 Bonds and the Series B 1985 Bonds (collectively, the "Prior Bonds") maturing on February 15, 1996 and thereafter for the purpose of achieving interest cost savings to 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 1991, to provide funds, together with other available funds, to refund the Prior Bonds maturing on February 15, 1996 and thereafter; 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 AS FOLLOWS: 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 Insurer" means Financial Guaranty Insurance Company, a New York stock insurance company, or any successor thereto. - 4 - "Bond Registrar" means Mercantile Bank of St. Louis National Association located in St. Louis, Missouri, and any successor. "Bonds" means the General Obligation Sewer Refunding Bonds, Series 1991, authorized and issued by the Subdistrict pursuant to this Ordinance. "Business Day" means each Monday, Tuesday, Wednesday, Thursday or Friday on which commercial banking institutions located in the municipality in which the Subdistrict is located are open for business. "Code" means the Internal Revenue Code of 1986, as amended. "District" means The Metropolitan St. Louis Sewer District, and any successors and assigns. "Escrow Account" means the Escrow Account for General Obligation Sewer Bonds of the Mississippi River Subdistrict of The Metropolitan St. Louis Sewer District, created by Section 501 of this Ordinance. "Escrow Agent" means Mercantile Bank of St. Louis National Association, in St. Louis, Missouri. "Escrow Trust Agreement" means the Escrow Trust Agreement dated as of July 1, 1991 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. "Insurance Policy" means the policy of insurance issued by the Bond Insurer guaranteeing timely payment of the principal of and interest on the Bonds. "Investment Agent" means Mercantile Bank of St. Louis National Association, located in St. Louis, Missouri and any successor. "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 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 June 19, 1991. - 5 - "Paying Agent" means Mercantile Bank of St. Louis National Association, located in St. Louis, Missouri, and any successor. "Prior Bonds" means the General Obligation Sewer Refunding Bonds, Series A 1985, and the General Obligation Sewer Bonds, Series B 1985, of the Mississippi River Subdistrict of The Metropolitan St. Louis Sewer District, each dated November 1, 1985, issued pursuant to the Series 1985 Bond Ordinance. "Series 1985 Bond Ordinance" means Ordinance No. 6214 adopted by the Board of Trustees of the District on October 16, 1985, authorizing the Prior Bonds. "Subdistrict" means the Mississippi River Subdistrict of The Metropolitan St. Louis Sewer District and any successors or assigns. "Tax Agreement" means the Tax Compliance Agreement dated as of July 1, 1991, between the Subdistrict and the Investment Agent, as amended and supplemented in accordance with the provisions thereof. ARTICLE II AUTHORIZATION OF THE BONDS Section 201. Authorization of the Bonds. The Bonds are being issued pursuant to and in full compliance with the Constitution and statutes of the State of Missouri, including particularly Article VI, Sections 28 and 30 of the Missouri Constitution and the Plan of the District. The Bonds are being issued for the purpose of refunding the Prior Bonds maturing on February 15, 1996 and thereafter. Section 202. Description of the Bonds. The Bonds shall consist of fully registered Bonds without coupons, in the denomination of $5,000 or any integral multiple thereof, numbered from R-1 consecutively upward in order of issuance. All of the Bonds shall be dated July 1, 1991, 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 1996 $1,315,000 5.75% 1997 1,390,000 5.90% 1998 1,495,000 6.00% 1999 1,600,000 6.10% 2000 1,705,000 6.20% 2001 1,820,000 6.30% 2002 1,945,000 6.40% - 6 - 2003 2,080,000 6.50% Interest on the Bonds at the rates aforesaid shall be payable semiannually on February 15 and August 15 (each an "Interest Payment Date") each year, beginning on February 15, 1992. Interest shall be calculated on the basis of a 360 day year of twelve 30 day months. The Bonds shall bear interest from their dated date or from the most recent Interest Payment Date to which interest has been paid or duly provided for. 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 Bank of St. Louis National Association, located in St. Louis, Missouri, is hereby designated as the Subdistrict's paying agent for the payment of principal of, 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, on 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 corporate trust 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 on the close of business on the last day of the month immediately 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 Subdistrict will, as long as any of the Bonds herein authorized remain 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 Subdistrict to be kept in the principal corporate trust 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 - 7 - 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 corporate trust 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 Paying Agent and Bond Registrar shall not be required to exchange or register a transfer of (a) any Bonds during the 15-day period next preceding the selection of Bonds to be redeemed and thereafter until the date of the mailing of a notice of redemption of Bonds selected for redemption, or (b) any Bonds selected, called or being called for redemption in whole or in part except, in the case of any Bond to be redeemed in part, the portion thereof not so to be redeemed. The District, the Subdistrict, 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, Subdistrict, 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 Bond printing necessary to effect the subsequent exchange or transfer of any Bond shall be paid by the District on behalf of the Subdistrict. 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. - 8 - 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 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 The Boatmen's National Bank of St. Louis, the original purchasers thereof on payment of the purchase price. Such purchase price shall be not less than 99.005% 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 Subdistrict 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 benefit under this Ordinance or shall be valid or obligatory 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 by 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 Subdistrict 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 the incumbent of his office. Section 207. Mutilated, Lost, Stolen or Destroyed Bonds. In the event any Bond is mutilated, lost, stolen, or destroyed, the above-named officers of the District, on behalf of the Subdistrict, shall execute and the Paying Agent and Bond - 9 - Registrar shall authenticate a new Bond of like date and denomination as that mutilated, lost, stolen or destroyed, provided that, in the case of any mutilated Bond, such mutilated Bond shall first be surrendered to the Issuer or the Paying Agent and Bond Registrar, and in the case of any lost, stolen, or destroyed Bond, there first shall be furnished to the District and the Paying Agent and Bond Registrar evidence of such loss, theft or destruction satisfactory to such officers of the District and the Paying Agent and Bond Registrar, together with an indemnity satisfactory to them which indemnity shall, in any event, name the Paying Agent and Bond Registrar as a beneficiary. In the event any such Bond shall have matured, the Paying Agent and Bond Registrar, instead of issuing a duplicate Bond, may pay the same without surrender thereof, making such requirements as it deems fit for its protection, including a lost instrument bond. The Subdistrict and the Paying Agent and Bond Registrar may charge the Owner of such Bond with their reasonable fees and expenses for such service. In executing a new Bond, the above-named officers of the District may rely conclusively upon a representation by the Paying Agent and Bond Registrar that the Paying Agent and Bond Registrar are satisfied with the adequacy of the evidence presented concerning the mutilation, loss, theft or destruction of any Bond. Section 208. Destruction of Bonds. Whenever any Outstanding Bond shall be delivered to the Paying Agent and Bond Registrar for cancellation pursuant to this Ordinance, or for replacement pursuant to Section 207 hereof, such Bond shall be promptly canceled and, in due course, cremated or otherwise destroyed by the Bond Registrar, and counterparts of a certificate of destruction shall be furnished by the Paying Agent and Bond Registrar to the District. Section 209. Temporary Bonds. Until Bonds in definitive form are ready for delivery, the above-named officers of the District may execute, and upon the request of such officers of the District on behalf of the Subdistrict, the Paying Agent and Bond Registrar shall authenticate and deliver, subject to the provisions, limitations and conditions set forth above, one or more Bonds in temporary form, whether printed, typewritten, lithographed or otherwise produced, substantially in the form of the definitive Bonds, with appropriate omissions, variations and insertions, and in authorized denominations. Until exchanged for Bonds in definitive form, such Bonds in temporary form shall be entitled to the liens and benefits of this Ordinance. Upon presentation and surrender of any Bond or Bonds in temporary form, the above-named officers of the District shall, at the request of the Paying Agent and Bond Registrar, execute and deliver to the Paying Agent and Bond Registrar, and the Paying Agent and Bond Registrar shall authenticate and deliver, in exchange therefor, a Bond or Bonds in definitive form. Such exchange shall be made by the Paying Agent and Bond Registrar without making any charge therefor to the Owner of such Bond in temporary form. - 10 - Notwithstanding the foregoing, Bonds in definitive form may be issued hereunder in typewritten form. ARTICLE III REDEMPTION OF BONDS Section 301. Optional Redemption. At the option of the District, the Bonds maturing on February 15, 2000 and thereafter may be called for redemption and payment prior to maturity, on February 15, 1999, and thereafter, in whole at any time or in part on any Interest Payment Date in any order and by lot in multiples of $5,000 within a maturity, at the prices set forth below (expressed as a percentage of the principal amount being redeemed), together with accrued interest thereon to the date of redemption: Redemption Date Redemption Price February 15, 1999 to February 14, 2000 102% February 15, 2000 to February 14, 2001 101% February 15, 2001 and thereafter 100% Section 302. Notice of Redemption. Notice of the call for redemption identifying the Bonds or portions thereof to be redeemed, shall be given by the Paying Agent and Bond Registrar by mailing a copy of the redemption notice by first class mail at least thirty (30) days but not more than sixty (60) days prior to the date fixed for redemption to the manager of the underwriting group purchasing the Bonds, and to the registered owner of each Bond to be redeemed in whole or in part at the address shown on the registration books. Any notice mailed as provided in this Section shall be conclusively presumed to have been duly given, whether or not the registered owner receives the notice. 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 the Bonds. Section 303. Selection of Bonds to Be Redeemed. Bonds shall be selected for redemption as follows: (A) Bonds shall be redeemed in any order and only in the principal amount of $5,000 or any integral multiple thereof. When less than all of the outstanding Bonds of any maturity are to be redeemed and paid prior to maturity, such Bonds shall be selected by the Paying Agent and Bond Registrar by lot in $5,000 units of face value in such equitable manner as the Paying Agent and Bond Registrar may determine. (B) In the case of a partial redemption of Bonds by lot when Bonds of denominations greater than $5,000 are then outstanding, then for all purposes in connection with such - 11 - redemption each $5,000 of face value shall be treated as though it were a separate Bond of the denomination of $5,000. If it is determined that one or more, but not all, of the $5,000 units of face value represented by any fully registered Bond is selected for redemption, then upon notice of intention to redeem such $5,000 unit or units, the registered owner of such fully registered Bond or his attorney or legal representative shall forthwith present and surrender such Bond to the Paying Agent and Bond Registrar (1) for payment of the redemption price (including the premium, if any, and interest to the date fixed for redemption) of the $5,000 unit or units of face value called for redemption, and (2) for exchange, without charge to the registered owner thereof, for a new Bond or Bonds of the aggregate principal amount of the unredeemed portion of the principal amount of such fully registered Bond. If the owner of any such fully registered Bond of a denomination greater than $5,000 shall fail to present such Bond to the Paying Agent and Bond Registrar for payment and exchange as aforesaid, such Bond shall, nevertheless, become due and payable on the redemption date to the extent of the $5,000 unit or units of face value called for redemption (and to that extent only). Section 304. Effect of Call for Redemption. Whenever any Bond is called for redemption and payment as provided in this Article, all interest on such Bond shall cease from and after the date for which such call is made, provided funds are available for its payment at the price hereinbefore specified. ARTICLE IV FORM OF BONDS Section 401. Form of Bonds. The Bonds and the certificate of authentication to be endorsed thereon shall be in substantially the following form, with appropriate variations, omissions and insertions as permitted or required by this Ordinance: - 12 - (FORM OF FULLY REGISTERED BOND) UNITED STATES OF AMERICA STATE OF MISSOURI Registered Registered No. R $ MISSISSIPPI RIVER SUBDISTRICT OF THE METROPOLITAN ST. LOUIS SEWER DISTRICT GENERAL OBLIGATION SEWER REFUNDING BOND SERIES 1991 Rate of Maturity Date: Dated Date: CUSIP Interest: % February 15, ____ July 1, 1991 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 by and through the Board of Trustees of The Metropolitan St. Louis Sewer District (the "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 Dated Date shown above or from the most recent Interest Payment Date, as hereinafter defined, to which interest has been paid or duly provided for (likewise payable solely from the source and in the manner hereinafter set forth), payable semiannually on February 15 and August 15 (each an "Interest Payment Date") in each year, beginning on February 15, 1992, until said Principal Amount shall have been paid. Interest shall be calculated on the basis of a 360 day year of twelve 30 day months. The principal of, and redemption premium, if any, on this Bond, subject to prior redemption as hereinafter provided, shall be paid at maturity or upon earlier redemption to the person in whose name such Bond is registered at the maturity or redemption date thereof, upon presentation and surrender of such Bond at the principal corporate trust office of Mercantile Bank of St. Louis National Association, in the City of St. Louis, Missouri, or its successors or assigns (the "Paying Agent and Bond Registrar"). The interest payable on this Bond on any Interest Payment Date shall be paid by check or draft mailed by the Paying Agent and Bond Registrar to the person in whose name such Bond is registered on the registration books maintained by the Paying Agent and Bond Registrar at the close of business on the last day of the month immediately preceding such Interest Payment Date. The principal of and interest on this Bond shall be payable in - 13 - lawful money of the United States of America. 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 an authorized series of fully registered Bonds without coupons of the Subdistrict designated "General Obligation Sewer Refunding Bonds, Series 1991" aggregating the principal amount of $13,350,000 (the "Bonds"), issued by the Subdistrict for the purpose of refunding the Prior Bonds maturing on February 15, 1996 and thereafter (as defined in the hereinafter defined Ordinance) authorized by the Subdistrict to provide funds for the purpose of constructing a system of sanitary interceptor sewers and sewage disposal and treatment plants and works the Subdistrict, including all expenses necessarily incidental thereto, under the authority of and in full compliance with the Constitution and laws of the State of Missouri, and pursuant to an election duly held in the Subdistrict on November 6, 1962 at which more than two-thirds of the qualified voters of the Subdistrict voting on the question voted in favor of the issuance of the Prior Bonds, and pursuant to an Ordinance duly adopted and proceedings duly had by the Board of Trustees of the District (the "Ordinance"). THE BONDS maturing on February 15, 2000 and thereafter may be called for redemption and payment prior to maturity, at the option of the District, on February 15, 1999, and thereafter, in whole at any time or in part on any Interest Payment Date in any order and by lot in multiples of $5,000 within a maturity, at the redemption prices set forth below (expressed as a percentage of the principal amount being redeemed), together with accrued interest thereon to the date of redemption: Redemption Date Redemption Price February 15, 1999 to February 14, 2000 102% February 15, 2000 to February 14, 2001 101% February 15, 2001 and thereafter 100% In the event the District shall elect to so redeem and pay any of the Bonds prior to maturity as aforesaid, the District shall give written notice of its intention to redeem and pay said Bonds on a specified date, identifying the Bonds or portions thereof to be redeemed, said notice to be given by United States first class mail addressed to the manager of the underwriting group purchasing the Bonds and to the registered owner of each Bond, each of said notices to be mailed at least thirty (30) days but not more than sixty (60) days prior to the date fixed for redemption. Whenever any Bond is called for redemption and - 14 - payment as aforesaid, all interest on said Bond shall cease from and after the date for which such call is made, provided funds are available for the payment of said Bond at the price hereinbefore specified. BONDS shall be redeemed in any order and only in the principal amount of $5,000 or any integral multiple thereof. When less than all of the outstanding Bonds of any maturity are to be redeemed and paid prior to maturity, such Bonds shall be selected by the Paying Agent and Bond Registrar by lot in $5,000 units of face value in such equitable manner as the Paying Agent and Bond Registrar may determine. In the case of a partial redemption of Bonds by lot when Bonds of denominations greater than $5,000 are then outstanding, then for all purposes in connection with such redemption each $5,000 of face value shall be treated as though it were a separate Bond of the denomination of $5,000. If it is determined that one or more, but not all, of the $5,000 units of face value represented by any fully registered Bond is selected for redemption, then upon notice of intention to redeem such $5,000 unit or units, the registered owner of such fully registered Bond or his attorney or legal representative shall forthwith present and surrender such Bond to the Paying Agent and Bond Registrar (1) for payment of the redemption price (including the premium, if any, and interest to the date fixed for redemption) of the $5,000 unit or units of face value called for redemption, and (2) for exchange, without charge to the registered owner thereof, for a new Bond or Bonds of the aggregate principal amount of the unredeemed portion of the principal amount of such fully registered Bond. If the owner of any such fully registered Bond of a denomination greater than $5,000 shall fail to present such Bond to the Paying Agent and Bond Registrar for payment and exchange as aforesaid, such Bond shall, nevertheless, become due and payable on the redemption date to the extent of the $5,000 unit or units of face value called for redemption (and to that extent only). 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. 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 - 15 - 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 corporate trust 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 District, 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. When all of the Bonds shall have been paid and discharged or provision for their payment and discharge has been made in accordance with the terms of the Ordinance, then the requirements contained in the Ordinance, the pledge of the Subdistrict's faith and credit made thereunder, and the rights granted thereunder shall terminate. 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. - 16 - IN WITNESS WHEREOF, the MISSISSIPPI RIVER SUBDISTRICT OF THE METROPOLITAN ST. LOUIS SEWER DISTRICT, acting by and through the Board of Trustees of The Metropolitan St. Louis Sewer District, has caused this Bond to be executed by the manual or facsimile signature of the Chairman of the Board of Trustees of the District, and attested by the manual or facsimile signature of the Secretary-Treasurer of the District and the official seal of the District to be affixed or imprinted hereon, and this Bond to be dated this July 1, 1991. MISSISSIPPI RIVER SUBDISTRICT OF THE METROPOLITAN ST. LOUIS SEWER DISTRICT (Seal) By Chairman of the Board of Trustees of the District ATTEST: Secretary-Treasurer of the District Effective Date of Registration: CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds described in the within mentioned Ordinance. Paying Agent and Bond Registrar By Authorized Signatory - 17 - ------------------------------------------------------------------ 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 on 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 ----------------------------------------------------------------- - 18 - STATEMENT OF INSURANCE Financial Guaranty Insurance Company ("Financial Guaranty") has issued a policy containing the following provisions with respect to the Mississippi River Subdistrict of The Metropolitan St. Louis Sewer District General Obligation Sewer Refunding Bonds, Series 1991 (the "Bonds"), such policy being on file at the principal office of the Paying Agent\Bond Registrar, as paying agent (the "Paying Agent"): Financial Guaranty hereby unconditionally and irrevocably agrees to pay for disbursement to the Bondholders that portion of the principal of an interest on the Bonds which is then due for payment and which the issuer of the Bonds (the "Issuer") shall have failed to provide. Due for payment means, with respect to the principal, the stated maturity date thereof, or the date on which the same shall have been duly called for mandatory sinking fund redemption, but not any earlier date on which the payment of principal of the Bonds is due by reason of acceleration, and with respect to interest, the stated date for payment of such interest. Upon receipt of telephonic or telegraphic notice, subsequently confirmed in writing, or written notice by registered or certified main, from a Bondholder or the Paying Agent to Financial Guaranty that the required payment of principal or interest has not been made by the Issuer to the Paying Agent, Financial Guaranty on the due date of such payment or within one business day after receipt of notice of such nonpayment, whichever is later, will make a deposit of funds, in an account with Citibank, N.A., or its successor as its agent (the "Fiscal Agent"), sufficient to make the portion of such payment not paid by the Issuer. Upon presentation to the Fiscal Agent of evidence satisfactory to it of the Bondholder's right to receive such payment and any appropriate instruments of assignment required to vest all of such Bondholder's right to such payment in Financial Guaranty, the Fiscal Agent will disburse such amount to the Bondholder. As used herein, the term "Bondholder" means the person other than the Issuer who at the time of nonpayment of a Bond is entitled under the terms of such Bond to payment thereof. The policy is non-cancellable for any reason. FINANCIAL GUARANTY INSURANCE COMPANY ================================================================= - 19 - 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 Bond and Interest Fund" (the "Mississippi River Subdistrict Bond and Interest Fund") which shall contain a Series 1991 Account therein. (b) "Mississippi River Subdistrict Costs of Issuance Account" (the "Mississippi River Subdistrict Costs of Issuance Account"). (c) "Escrow Account for General Obligation Sewer Bonds the Mississippi River Subdistrict of The Metropolitan St. Louis Sewer District" (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. 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 Escrow Account any amount received on account of accrued interest and premium, if any, on the Bonds and any amount of interest earned on the good faith deposit made by the purchaser of the Bonds to be used to pay a portion of the interest becoming due on the Bonds on February 15, 1992. (b) There shall be deposited in the Mississippi River Subdistrict Costs of Issuance Account the sum of $72,100. (c) There shall be deposited in the Escrow Account all remaining proceeds derived from the sale of the Bonds. - 20 - 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 $2,750,000 which, together with the proceeds of the Bonds required to be applied by Section 601 hereof and together with a portion of the earnings to accrue on all of such moneys, will be sufficient for the payment of the principal of that portion of Prior Bonds to be redeemed on February 15, 1995, as determined and certified in accordance with Section 1202 hereof and for the payment of interest accruing on the Bonds through February 15, 1995. (b) There shall be deposited in the Series 1991 Account of the Mississippi River Subdistrict Bond and Interest Fund, all remaining moneys on deposit in the Mississippi River Subdistrict Bond and Interest Fund. Section 603. 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 on January 1, 1992, shall be transferred and deposited in the Escrow Account. Section 604. 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 the Prior Bonds to be redeemed on February 15, 1995 and interest accruing on the Bonds through February 15, 1995, all in accordance with the provisions of the Escrow Trust Agreement authorized by Section 1201 hereof. ARTICLE VII PAYMENT OF THE BONDS Section 701. Security for 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 - 21 - 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 the purpose of providing for the payment of the principal of and interest on the Prior Bonds through February 15, 1995 as the same shall become due and the principal of, premium, if any, and interest on the Bonds as the same become due, as applicable, to the extent not paid from moneys in the Escrow Account, there is hereby levied upon all of the taxable tangible property within the Subdistrict a direct annual tax sufficient to produce the amounts necessary for the payment of such principal, premium and interest as the same becomes due and payable in each year. 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 Series 1991 Account of 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 Prior Bonds through February 15, 1995 as and when the same shall become due and the principal of, premium, if any, and interest on the Bonds as and when the same shall become due, as applicable, to the extent not paid from moneys in the Escrow Account, 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 Prior Bonds through February 15, 1995 or the principal of, premium, if any, or interest on the Bonds as applicable, when due, to the extent not paid from moneys in the Escrow Account, the Secretary-Treasurer of the District is hereby authorized and directed to pay said principal, premium, if any, or interest out of the Mississippi River Subdistrict Bond and Interest Fund or the general funds of the Subdistrict and to reimburse said Mississippi River Subdistrict Bond and Interest Fund or the general funds for money so expended when said taxes are collected. Section 703. Application of Moneys in the Series 1991 Account of the Mississippi River Subdistrict Bond and Interest Fund. All amounts paid and credited to the Series 1991 Account of 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 Prior Bonds through February 15, 1995, and the principal of, premium, if any, and interest on the Bonds, as and when the same become due, to the extent not paid from moneys in the Escrow Account 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. The - 22 - Secretary-Treasurer of the District is authorized and directed to withdraw from the Series 1991 Account of the Mississippi River Subdistrict Bond and Interest Fund and forward to the Paying Agent sums sufficient to pay the principal of and interest on the Prior Bonds or the principal of, premium, if any, and interest on the Bonds, as applicable, 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 registered owners 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. There is hereby created and established in the Series 1991 Account of the Mississippi River Subdistrict Bond and Interest Fund a special subaccount known as the Reserve Subaccount (the "Reserve Subaccount"). In each calendar year, after depositing in the Series 1991 Account of the Mississippi River Subdistrict Bond and Interest Fund an amount which, when added to the amount in the Series 1991 Account of the Mississippi River Subdistrict Bond and Interest Fund as of January 1 of such calendar year, equals the amount of principal and interest to be paid on the Prior Bonds or the principal of, premium, if any, and interest on the Bonds, as applicable, in such calendar year, all further deposits to the Series 1991 Account of the Mississippi River Subdistrict Bond and Interest Fund shall be deposited in the Reserve Subaccount. Section 704. Surplus in Series 1991 Account of the Mississippi River Subdistrict Bond and Interest Fund. Any moneys or investments remaining in the Series 1991 Account of 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 705. Insurance Policy. If on any date on which the principal of or interest on the Bonds is due (a "Payment Date") the Paying Agent does not have sufficient moneys available to pay the principal of and interest on the Bonds due on such Payment Date, the Paying Agent shall immediately notify the Bond Insurer and Fiscal Agent of such fact and of the amount of such deficiency. The Paying Agent shall also cause notice of such deficiency and the amount thereof to be mailed to the holders of the Bonds due on such Payment Date 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 the Bond 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, and after such presentment to the Paying Agent, the owner thereof should then - 23 - present and surrender such Bond, uncancelled and free of any adverse claim together with evidence of assignment thereof to the Fiscal Agent, and (e) specify the address of the Fiscal Agent. At the request of any Bondholder, the Paying Agent shall present such Bondholder's Bond to the Fiscal Agent for payment, but only after receipt of moneys sufficient to pay reasonable fees and expenses of the Paying 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 Moneys. 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 the District so that there shall be no commingling of such funds with any other funds of the Subdistrict and the District. Section 802. Investment of Funds. Moneys held in any fund or account referred to in this Ordinance (other than the Escrow Account) may be invested by the Secretary-Treasurer of the District at the direction of the Board of Trustees pursuant to and in compliance with the provisions of the Tax Agreement 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. Moneys held in the Escrow Account shall be invested as provided in the Escrow Trust Agreement and all interest on any investments held in the Escrow Account shall accrue to and become a part of such Escrow Account. - 24 - Section 803. Arbitrage and Tax Covenants. 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 148(a) of the Code, and the related regulations of the Treasury Department proposed or in effect at the time of such use and applicable to the Bonds. The Subdistrict further covenants that it will not take any action or permit any action to be taken or omit to take any action or permit the omission of any action reasonably within its control which action or omission will cause the Bonds to become "arbitrage bonds" within the meaning of Section 148(a) of the Code, which will cause the Bonds to be subject to treatment under Section 141(a) of the Code as "private activity bonds," or which will cause the interest on the Bonds to become subject to income taxes of the State of Missouri or includable in gross income for purposes of Federal income taxation pursuant to the provisions of Section 103(a) of the Code. This covenant shall survive the termination of this Ordinance as provided in Article XI of this Ordinance. Section 804. Tax Agreement. The Chairman of the Board of Trustees of the District and Secretary-Treasurer of the District are hereby authorized to execute the Tax Agreement on behalf of the Subdistrict. ARTICLE IX DEFAULT AND REMEDIES Section 901. Remedies. The provisions of this Ordinance, including the covenants and agreements herein contained, shall constitute a contract between the Subdistrict and the registered owners of the Bonds. The registered owner or registered owners of any of the Bonds at the time outstanding shall have the right, for the equal benefit and protection of all registered owners of Bonds similarly situated to: (a) By mandamus or other suit, action or proceedings at law or in equity to enforce his or their rights against the Subdistrict or 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 Subdistrict or the District, its officers, - 25 - 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 registered owners of the Bonds. Section 902. Limitation on Rights of Registered Owners. No one or more registered owners of the Bonds 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 registered owners of such outstanding Bonds. Section 903. Remedies Cumulative. No remedy conferred herein upon the registered owners of the Bonds 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 registered owner 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 registered owner to exercise any right or power accruing upon any default shall impair any such 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 registered owners 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 registered owner 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 registered owner, then, and in every such case, the Subdistrict and the registered owners of the Bonds shall be restored to their former positions and rights hereunder, respectively, and all rights, remedies, powers and duties of the registered owners of the Bonds shall continue as if no such suit, action or other proceedings had been brought or taken. ARTICLE X PAYING AGENT AND BOND REGISTRAR Section 1001. Designation of Paying Agent and Bond Registrar. Mercantile Bank of St. Louis National Association, St. Louis, Missouri, is hereby designated as the Subdistrict's paying agent for the payment of principal of, redemption premium, if any, and interest on the Bonds and bond registrar with respect to the registration, transfer and exchange of Bonds (herein called the "Paying Agent and Bond Registrar"). - 26 - Section 1002. Successor Paying Agent and Bond Registrar. (A) Any corporation or association into which the Paying Agent and Bond Registrar may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer its trust business and assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which it is a party, provided that such surviving corporation or association shall maintain an office in the State of Missouri, shall be and become the successor Paying Agent and Bond Registrar hereunder, without the execution or filing of any instrument or any further act, deed or conveyance on the part of any of the parties hereof, anything herein to the contrary notwithstanding. (B) The Paying Agent and Bond Registrar may at any time resign by giving thirty (30) days' notice to the Subdistrict and the District. Such resignation shall not take effect until the appointment of a successor Paying Agent and Bond Registrar. (C) The Paying Agent and Bond Registrar may be removed at any time by an instrument in writing delivered to the Paying Agent and Bond Registrar by the District on behalf of the Subdistrict. In no event, however, shall any removal of the Paying Agent and Bond Registrar take effect until a successor Paying Agent and Bond Registrar shall have been appointed. (D) In case the Paying Agent and Bond Registrar shall resign or be removed, or be dissolved, or shall be in the course of dissolution or liquidation, or otherwise become incapable of acting as Paying Agent and Bond Registrar, or in case it shall be taken under the control of any public officer or officers, or of a receiver appointed by a court, a successor shall be appointed by the District on behalf of the Subdistrict. Every successor Paying Agent and Bond Registrar appointed pursuant to the provisions of this Section shall be, if there be such an institution willing, qualified and able to accept the duties of the Paying Agent and Bond Registrar upon customary terms, a bank or trust company within the State of Missouri, in good standing and having reported capital and surplus of not less than $25,000,000. Written notice of such appointment shall immediately be given by the District on behalf of the Subdistrict to the Owners of the Bonds. Any successor Paying Agent and Bond Registrar shall execute and deliver an instrument accepting such appointment and thereupon such successor, without any further act, deed or conveyance, shall become fully vested with all rights, powers, duties and obligations of its predecessor, with like effect as if originally named as Paying Agent and Bond Registrar, but such predecessor shall nevertheless, on the written request of the District on behalf of the Subdistrict, or of the successor, execute and deliver such instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in such successor all rights, powers, duties and - 27 - obligations of such predecessor. If no successor Paying Agent and Bond Registrar has accepted appointment in the manner provided above within 90 days after the Paying Agent and Bond Registrar has given notice of its resignation as provided above, the Paying Agent and Bond Registrar may petition any court of competent jurisdiction for the appointment of a temporary successor Paying Agent and Bond Registrar; provided that any Paying Agent and Bond Registrar so appointed shall immediately and without further act be superseded by a Paying Agent and Bond Registrar appointed by the District as provided above. ARTICLE XI DEFEASANCE Section 1101. Defeasance. When all of the Bonds shall have been paid and discharged, then the requirements contained in this Ordinance, except as otherwise provided herein, 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 and Bond Registrar, 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, or securities which represent an undivided interest in such obligations or securities to the extent that the Treasury of the United States of America is ultimately responsible for payment thereof, which, together with the interest to be earned on any such obligations, will be sufficient for the payment of the principal of said Bonds, the redemption premium thereon, if any, 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 and Bond Registrar 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 the Paying Agent and Bond Registrar or other bank in trust for the respective Owners of the Bonds, and such moneys shall be and are hereby irrevocably appropriated to the payment and discharge hereof. All moneys deposited with the Paying Agent and Bond Registrar or other bank shall be deemed to be deposited in accordance with and subject to all of the provisions contained in this Ordinance. ARTICLE XII - 28 - AUTHORIZATION OF THE ESCROW TRUST AGREEMENT; DISCHARGE AND REDEMPTION OF PRIOR BONDS Section 1201. 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, 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 to execute said Escrow Trust Agreement 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 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 1202. Discharge of Prior Bonds. Prior to or concurrently with the issuance and delivery of the 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 the Prior Bonds to be redeemed on February 15, 1995, and for the payment of interest accruing on the Bonds through said date. At such time as such certification shall have been given and there shall have been deposited with the Escrow Agent moneys and obligations sufficient to pay the principal of and interest accruing on the Prior Bonds to the date of maturity or redemption, which date shall not be later than February 15, 1995, all of the Prior Bonds shall be deemed to be paid and discharged within the meaning of the Series 1985 Bond Ordinance and within the meaning of the Missouri Constitution and the requirements contained in said Series 1985 Bond Ordinance and all other rights granted thereby shall cease and terminate. Section 1203. Redemption of Prior Bonds. The Prior Bonds becoming due on February 15 in the years 1996 through 2004, aggregating the principal amount of $16,395,000, are hereby called for redemption and payment prior to maturity on February 15, 1995. Said Prior Bonds shall be redeemed at the office of Mercantile Bank of St. Louis National Association (formerly Mercantile Trust Company National Association), in the City of St. Louis, Missouri, on said redemption date by the payment of the principal thereof, together with the accrued interest thereon to the redemption date. In accordance with the requirements of the Series 1985 Bond Ordinance, the Secretary-Treasurer of the District is hereby directed to cause notice of the call for redemption and payment of said Prior Bonds to be given in the manner provided in said Series 1985 Bond Ordinance. The officers of the District are hereby - 29 - authorized to take such other action as may be necessary in order to effect the redemption and payment of said Prior Bonds as herein provided. 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 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. Official Statement. The use of the Official Statement dated June 19, 1991 in substantially the form presented to this meeting of the Subdistrict (the "Official Statement"), by the Subdistrict in connection with the sale of the Bonds is hereby authorized and ratified and the Board of Trustees does hereby approve and consent to the preparation and use by the Subdistrict and its Financial Advisor of said Official Statement in connection with the sale of the Bonds and the execution thereof by the Chairman of the Board of Trustees of the District on behalf of the Subdistrict. Section 1304. Further Authorization. The Chairman, of the Board of Trustees of the District and the Secretary-Treasurer of the District are hereby authorized and empowered to do all such acts and things and to execute, acknowledge and deliver all such documents (including, without limiting the generality of the foregoing, any bond purchase agreement requested by any purchaser of the Bonds, any closing certificate, non-arbitrage certificate or arbitrage regulation agreement in connection with the issuance of the Bonds) as may in his or their discretion be deemed necessary or desirable in order to carry out or comply with the terms and provisions of this Ordinance and the Official Statement and to make ministerial alterations, changes or additions in the foregoing agreements, statements, instruments or other documents herein approved, authorized and confirmed which they may approve and the execution or taking of such action shall be taken as conclusive evidence of its necessity or advisability. All of the acts and undertakings of such officers which are in conformity with the intent and purposes of this Ordinance, whether heretofore or hereafter taken or done shall be and the same are hereby in all respects, ratified, confirmed and approved. The Board of Trustees hereby approves the employment by the Subdistrict of A.G. Edwards & Sons, Inc., as its Financial Advisor in connection with the sale of the Bonds and of the service of Thompson & Mitchell, St. Louis, Missouri, as Bond Counsel. - 30 - Section 1305. Effective Date. This Ordinance shall take effect and be in full force from and after the expiration of fifteen (15) days after its passage by the Board of Trustees. PASSED by the Board of Trustees of The Metropolitan St. Louis Sewer District this 19th day of June, 1991. Chairman of the Board of Trustees of the District [SEAL] ATTEST: Secretary-Treasurer of the District - 31 - I, the undersigned, Karl J. Tyminski, Secretary-Treasurer of The Metropolitan St. Louis Sewer District, hereby certify that the above and foregoing is a true and correct copy of the Ordinance of the Board of Trustees of the District passed and adopted by the Board of Trustees of the District on June 19, 1991, authorizing the Subdistrict to proceed with the issuance and delivery of the Subdistrict's General Obligation Sewer Refunding Bonds, Series 1991, in the principal amount of $13,350,000 as the same appears in the records of the Subdistrict, and that said Ordinance has not been modified, amended or repealed and that the same remains in full force and effect as of the date hereof. WITNESS my hand and seal of the District this 19th day of June, 1991. Secretary-Treasurer of The Metropolitan St. Louis Sewer District The foregoing Ordinance was adopted June 19, 1991. - 32 - ESCROW TRUST AGREEMENT THIS ESCROW TRUST AGREEMENT, dated as of July 1, 1991 (the "Agreement"), by and between MISSISSIPPI RIVER SUBDISTRICT OF THE METROPOLITAN ST. LOUIS SEWER DISTRICT (the "Subdistrict"), a body corporate, political subdivision and political subdivision of the State of Missouri, and MERCANTILE BANK OF ST. LOUIS NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States of America 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 General Obligation Sewer Refunding Bonds, Series A 1985 (herein referred to as the "Series A 1985 Bonds"), a portion of which Series A 1985 Bonds remain outstanding and unpaid in the principal amount of $5,910,000 and a series of its General Obligation Sewer Bonds, Series B 1985 (herein referred to as the "Series B 1985 Bonds" and, collectively with the Series A 1985 Bonds, the "Bonds"), which Series B 1985 Bonds remain outstanding and unpaid in the principal amount of $15,000,000; WHEREAS, pursuant to Ordinance No. adopted on June 19, 1991 (the "Ordinance"), the Subdistrict, acting by and through the Board of Trustees of the District, has heretofore authorized the issuance and delivery of its $13,350,000 principal amount General Obligation Sewer Refunding Bonds, Series 1991 (the "Refunding Bonds"), for the purpose of providing funds, together with other funds of the Subdistrict which are or will become available, to refund on February 15, 1995, $16,395,000 principal amount of the Bonds; and WHEREAS, (i) with the portion of the proceeds of the sale of the Refunding Bonds received with respect to accrued interest and premium on the Refunding Bonds and the interest earned on the good faith deposit, the Subdistrict has purchased the items described as C Obligations in Schedule II attached hereto and deposited such C Obligations and cash with the Escrow Agent, (ii) with a portion of the proceeds of the sale of the Refunding Bonds, the Subdistrict has purchased the items described as B Obligations in Schedule II attached hereto and deposited such B Obligations and cash with the Escrow Agent and (iii) with other available funds of the Subdistrict, the Subdistrict has purchased the items described as A Obligations in Schedule II attached hereto (the A Obligations, B Obligations and C Obligations are herein collectively referred to as the "Government Obligations"), and has deposited such A Obligations and cash with the Escrow Agent; - 33 - 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. 6214 adopted by the Board of Trustees of the District on October 15, 1985 pursuant to which the Bonds were issued. "Bond Payment Date" means any date on which the interest on any of the Refunding Bonds is due and payable. "Bonds" means the Series A 1985 Bonds and the Series B 1985 Bonds. "Code" means the Internal Revenue Code of 1954, as amended, and the Internal Revenue Code of 1986, as amended. "District" means The Metropolitan St. Louis Sewer District. "Escrow Account" means the "Mississippi River Subdistrict of The Metropolitan St. Louis Sewer District Escrow Account for General Obligation Sewer 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 June 19, 1991, authorizing the issuance of the Refunding Bonds and the deposit to the Escrow Account of moneys for the purpose of providing for the payment of the Bonds. "Paying Agent" means, with respect to the Bonds, Mercantile Bank of St. Louis National Association, formerly Mercantile Trust Company National Association, located in St. Louis, Missouri, the paying agent for the Bonds as designated in the Bond Ordinance authorizing the Bonds, and any successor or - 34 - successors at the time acting as paying agent for the Bonds and, with respect to the Refunding Bonds, Mercantile Bank of St. Louis National Association, located in St. Louis, Missouri, the paying agent for the Refunding Bonds as designated in the Ordinance authorizing the Refunding Bonds, and any successor or successors at the time acting as paying agent for the Refunding Bonds. "Redemption Date" means February 15, 1995. "Refunding Bonds" means the $13,350,000 aggregate principal amount of General Obligation Sewer Refunding Bonds, Series 1991, of the Mississippi River Subdistrict of The Metropolitan St. Louis Sewer District authorized by the Ordinance. "Series A 1985 Bonds" means the outstanding General Obligation Sewer Refunding Bonds, Series A 1985, of the Subdistrict referred to in the preamble to this Agreement. "Series B 1985 Bonds" means the outstanding General Obligation Sewer Bonds, Series B 1985, of the Subdistrict referred to in the preamble to this Agreement. "Subdistrict" means the Mississippi River 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 "Mississippi River Subdistrict of The Metropolitan St. Louis Sewer District Escrow Account for General Obligation Sewer Bonds" (the "Escrow Account") to be held in the custody of the Escrow Agent. 4. Verification of Sufficiency. Causey, Demgen & Moore, Inc., Denver, Colorado, Certified Public Accountants, have verified that there will always be, on any date of calculation, sufficient principal in the Escrow Account to pay all principal of the Bonds maturing on February 15, 1996 and - 35 - thereafter on the Redemption Date. Causey, Demgen & Moore, Inc., have further verified that there will always be, on any date of calculation, sufficient cash in the Escrow Account to pay when due the interest accruing on the Refunding Bonds to and including the Redemption Date and to pay all principal of the Bonds maturing on February 16, 1996 and thereafter on the Redemption Date. 5. Deposits to the Escrow Account. Concurrently with the execution and delivery of this Agreement, and pursuant to the provisions of the Ordinance, the Subdistrict herewith causes the deposit with the Escrow Agent, and the Escrow Agent acknowledges receipt and deposit into the Escrow Account of, proceeds of the Refunding Bonds and other moneys contributed by the Subdistrict from other available funds. The Escrow Agent shall apply such amount as follows: (a) The moneys contributed by the Subdistrict from other available funds shall be used to purchase the Government Obligations described as A Obligations in Schedule II, which shall be delivered to and deposited in the Escrow Account; (b) A portion of the proceeds of the Refunding Bonds shall be used to purchase the Government Obligations described as B Obligations in Schedule II, which shall be delivered to and deposited in the Escrow Account; and (c) A portion of the proceeds of the Refunding Bonds received with respect to accrued interest and premium on the Refunding Bonds and the interest earned on the good faith deposit shall be used to purchase the Government Obligations described as C Obligations in Schedule II, which shall be delivered to and deposited in the Escrow Account. 6. Creation of Lien. The escrow created hereby shall be irrevocable. The holders of the Bonds maturing on February 15, 1996 and thereafter and the holders of the Refunding Bonds are hereby given an express lien on and security interest in the principal of and earnings derived from the Government Obligations and any cash, from time to time, in the Escrow Account until used and applied in accordance with this Agreement. The matured principal of and earnings derived from 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 the Bonds to be redeemed on the Redemption Date and for the payment of interest accruing on the Refunding Bonds through the Redemption Date. 7. Government Obligations and Moneys in the Escrow Account. Except as otherwise expressly provided in - 36 - 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)(i) On or prior to each Bond Payment Date the Escrow Agent shall withdraw from the Escrow Account an amount equal to the interest on the Refunding Bonds becoming due and payable on such Bond Payment Date, as set forth in Schedule I attached hereto, and shall forward such amount to the office of the Paying Agent for the Refunding Bonds, so that such funds will reach the office of the Paying Agent for the Refunding Bonds on or prior to the Bond Payment Date and at the times required by the Ordinance. Such payment shall be made from the interest on the Government Obligations described in Schedule II. In order to make the payments required by this Section 7(a)(ii), 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)(i) shall be limited to the moneys and Government Obligations in the Escrow Account. (ii) On or prior to the Redemption Date the Escrow Agent shall withdraw from the Escrow Account an amount equal to the principal of the Bonds to be redeemed on said date, as set forth in Schedule III attached hereto, and shall forward such amount to the office of the Paying Agent for the Bonds, so that such funds will reach the office of the Paying Agent for the Bonds on or prior to the Redemption Date. In order to make the payments required by this Subsection 7(a)(ii), 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 Subsection 7(a)(ii) 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 - 37 - 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 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 on or prior to each Bond Payment Date, as the same become due interest on the Refunding Bonds to and including the Redemption Date pursuant to Schedule I, which have not been paid previously and the principal of that portion of the Bonds to be redeemed on the Redemption Date in accordance with the provisions contained herein; and (B) the amounts and dates of the anticipated transfers from the Escrow Account to the Paying Agent of the Bonds and the Refunding Bonds, as applicable, 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 or the Refunding 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 Series 1991 Account of the Mississippi River Subdistrict River Subdistrict Bond and Interest Fund (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 or the Refunding Bonds becoming includible in gross income for purposes of federal income taxation. (c) Upon the payment in full of the principal of that portion of the Bonds to be redeemed on the Redemption Date and the payment in full of the interest on the Refunding Bonds to and including the Redemption Date, 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 Series 1991 Account of the Mississippi River Subdistrict Bond and Interest Fund (as defined in the Ordinance). (d) In the event that any of the Government Obligations are not available for delivery on the date - 38 - 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 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 proceeds of the Bonds or 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 or the Refunding Bonds would have caused any of the Bonds or the Refunding Bonds to be "arbitrage bonds" under Section 103 of the Code or Section 148 of the Code, as the case may be, and the regulations of the Treasury Department thereunder proposed or in effect at the time of such use and applicable to the Bonds or the Refunding Bonds. 8. The Subdistrict hereby calls the Bonds due February 15, 1996 and thereafter for redemption on the Redemption Date, and gives the Escrow Agent, as the Paying Agent for the Bonds, irrevocable instructions to mail notice of such redemption as soon as practicable hereafter and not less than 30 days prior to the Redemption Date in accordance with the Bond Ordinance and in the form attached hereto marked Exhibit A in the name of the Subdistrict, with any appropriate changes or additions. 9. Reports of the Escrow Agent. At least 60 days prior to each Bond Payment Date, to and including the Redemption Date, the Escrow Agent shall determine the amount of money which will be available in the Escrow Account to pay the interest on the Refunding Bonds on the next Bond Payment Date and the principal of the Bonds to be redeemed on the Redemption 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. 10. Liability of Escrow Agent. - 39 - (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 interest on the Refunding Bonds and principal on 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 interest on the Refunding Bonds and principal on the Bonds caused by such calculations. Notwithstanding the foregoing, the Escrow Agent shall not be relieved of liability arising 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; provided, however, such moneys shall be invested at a yield not in excess of the yield on the Refunding Bonds. The Escrow Agent 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 moneys shall be and remain the property of the Subdistrict in trust for the holders of the Refunding Bonds and the Bonds, as applicable, 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. 11. 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 created by this Agreement and in carrying out any of the duties, terms or provisions of this Agreement is $1,000, 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 - 40 - 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. 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. 12. Resignation or Removal of Escrow Agent, Successor 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 both the Refunding Bonds and 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 or the Redemption Date of the amounts required to be paid by it on such Bond Payment Date or the Redemption 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 - 41 - 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 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 the Refunding 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 $25,000,000. (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 - 42 - 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 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. 13. Termination. This Agreement shall terminate when all transfers required to be made by the Escrow Agent under the provisions hereof shall have been made. 14. 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. 15. 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. 16. Governing Law. This Agreement shall be governed by the applicable law of the State of Missouri. 17. 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. 18. 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, - 43 - 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; (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. 19. 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. [Remainder of page intentionally left blank.] - 44 - 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: MISSISSIPPI RIVER SUBDISTRICT OF THE METROPOLITAN ST. LOUIS SEWER DISTRICT James M. Byrne, General Counsel ATTEST: (Seal) By By Karl J. Tyminski, Secretary- Thomas Matheny, Chairman of Treasurer of The Metropolitan the Board of Trustees of St. Louis Sewer District The Metropolitan St. Louis Sewer District MERCANTILE BANK OF ST. LOUIS NATIONAL ASSOCIATION, as Escrow Agent ATTEST: (Seal) By By (Asst.) Secretary (Assistant) Vice President - 45 - SCHEDULE I SCHEDULE I TO ESCROW TRUST AGREEMENT, DATED AS OF JULY 1, 1991, BETWEEN THE MISSISSIPPI RIVER SUBDISTRICT OF THE METROPOLITAN ST. LOUIS SEWER DISTRICT AND MERCANTILE BANK OF ST. LOUIS NATIONAL ASSOCIATION. ================================================================ Refunding Bonds Bond Payment Date Interest 1) February 15, 1992 $513,316.22 2) August 15, 1992 412,486.25 3) February 15, 1993 412,486.25 4) August 15, 1993 412,486.25 5) February 15, 1994 412,486.25 6) August 15, 1994 412,486.25 7) February 15, 1995 412,486.25 - 46 - SCHEDULE II SCHEDULE II TO ESCROW TRUST AGREEMENT DATED AS OF JULY 1, 1991, BETWEEN THE MISSISSIPPI RIVER SUBDISTRICT OF THE METROPOLITAN ST. LOUIS SEWER DISTRICT AND MERCANTILE BANK OF ST. LOUIS NATIONAL ASSOCIATION. ================================================================ GOVERNMENT OBLIGATIONS Type Purchase Price Maturity Date Maturity Amount Interest A Obligations B Obligations C Obligations - 47 - SCHEDULE III SCHEDULE III TO ESCROW TRUST AGREEMENT DATED AS OF JULY 1, 1991, BETWEEN THE MISSISSIPPI RIVER SUBDISTRICT OF THE METROPOLITAN ST. LOUIS SEWER DISTRICT AND MERCANTILE BANK OF ST. LOUIS NATIONAL ASSOCIATION. ================================================================ Redemption of Bonds The following maturities of the Bonds will be called for redemption and payment, prior to maturity, on the Redemption Date at the respective redemption on prices shown below: Maturity to Principal to Redemption be Redeemed be Redeemed Premium 1) February 15, 1996 $1,395,000 $ -0- 2) February 15, 1997 1,515,000 -0- 3) February 15, 1998 1,670,000 -0- 4) February 15, 1999 1,830,000 -0- 5) February 15, 2000 2,000,000 -0- 6) February 15, 2001 2,190,000 -0- 7) February 15, 2002 2,395,000 -0- 8) February 15, 2003 2,620,000 -0- 9) February 15, 2004 780,000 -0- TOTAL $16,395,000 $ -0- - 48 - EXHIBIT A TO ESCROW TRUST AGREEMENT EXHIBIT A TO ESCROW TRUST AGREEMENT DATED AS OF JULY 1, 1991, BETWEEN THE MISSISSIPPI RIVER SUBDISTRICT OF THE METROPOLITAN ST. LOUIS SEWER DISTRICT AND MERCANTILE BANK OF ST. LOUIS NATIONAL ASSOCIATION. ================================================================ NOTICE OF REDEMPTION OF BONDS OF THE MISSISSIPPI RIVER SUBDISTRICT OF THE METROPOLITAN ST. LOUIS SEWER DISTRICT Pursuant to Ordinance No. 6214 of the Board of Trustees of The Metropolitan St. Louis Sewer District, acting on behalf of the Mississippi River Subdistrict of The Metropolitan St. Louis Sewer District (the "Subdistrict"), which authorized the issuance of $9,110,000 original principal amount of the Subdistrict's General Obligation Sewer Refunding Bonds, Series A 1985 (the "Series A 1985 Bonds") and $15,000,000 original principal amount of the Subdistrict's General Obligation Sewer Bonds, Series B 1985 (the "Series B 1985 Bonds" and, collectively with the Series A 1985 Bonds, the "Series 1985 Bonds"), notice is hereby given that the Subdistrict intends to redeem and pay and will redeem and pay on February 15, 1995, at the office of Mercantile Bank of St. Louis National Association (formerly Mercantile Trust Company National Association), as the paying agent, all Series 1985 Bonds maturing on and after February 15, 1996. All of said Series 1985 Bonds will be redeemed and paid on said date, at said place, by payment of the principal thereof together with accrued interest thereon to the date of redemption, without premium. All of said Series 1985 Bonds so called for redemption and payment will cease to bear interest from and after February 15, 1995. MERCANTILE BANK OF ST. LOUIS NATIONAL ASSOCIATION (FORMERLY MERCANTILE TRUST COMPANY NATIONAL ASSOCIATION) Paying Agent By Title: [Add any appropriate tax language regarding submission of certified Taxpayer Identification Numbers by individual bondholders in order to avoid back-up withholding by the Paying Agent] - 49 - Exhibit "A" to Ordinance No. ESCROW TRUST AGREEMENT BETWEEN MISSISSIPPI RIVER 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 JULY 1, 1991 Entered in Connection with The Issuance of $13,350,000 General Obligation Sewer Refunding Bonds, Series 1991 Mississippi River Subdistrict of The Metropolitan St. Louis Sewer District To Refund, Pay and Discharge on February 15, 1995, the General Obligation Sewer Refunding Bonds, Series A 1985 of the Mississippi River Subdistrict of The Metropolitan St. Louis Sewer District in the then Outstanding Principal Amount of $1,395,000 and the General Obligation Sewer Bonds, Series B 1985 of the Mississippi River Subdistrict of The Metropolitan St. Louis Sewer District in the then Outstanding Principal Amount of $15,000,000. - 50 - D OCUMENT NAME:ESCROW TRUST AGREEMENT AUTHOR'S NAME: RTHOMAS CLIENT NUMBER: 1351CLIENT NAME: METROPOLITAN SEWER DISTRICT MATTER NUMBER: 26231 MATTER NAME: MISSISSIPPI RIVER FILESHARE ITEM ID:910770058 VERSION ID: 12 FILENAME: ESCROW.AGM TYPIST USERS NAME:ZTaylor TODAY'S DATE:June 17, 1991 COMMENTS:DUPED FROM 910750019/AUTO PARAGRAPH NUMBERING; Version 3/no spell, minor/djc;ver 5/spell-all/cmh; CURRENT DRAFT BEGAN WITH VERSION 7 - 51 - DOCUMENT NAME:BOND ORDINANCE AUTHOR'S NAME: RTHOMAS CLIENT NUMBER: 1351CLIENT NAME: METROPOLITAN SEWER DISTRICT MATTER NUMBER: 26231 MATTER NAME: MISSISSIPPI RIVER SUBDISTRICT BONDS FILESHARE ITEM ID:910660051 VERSION ID: 17 FILENAME: BONDRES.BND TYPIST USERS NAME:ZTaylor TODAY'S DATE:June 17, 1991 COMMENTS:DUPED 00000030.BND; VERSION 2/SPELL ALL/TAF; VERS 4/SPELL-ALL/HMD; CURRENT DRAFT BEGAN ON REVISION 12 DO NOT DISCARD THIS PAGE