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HomeMy Public PortalAboutExhibit MSD 46 - Supplemental Bond Ordinance 15746MSD Exhibit 46 Supplemental Bond Ordinance ORDINANCE NO.15746 AN ORDINANCE AUTHORIZING AND DIRECTING THE ISSUANCE, SALE AND DELIVERY OF WASTEWATER SYSTEM REFUNDING REVENUE BONDS OF THE METROPOLITAN ST. LOUIS SEWER DISTRICT; PRESCRIBING THE FORM AND DETAILS OF SAID BONDS; AND AUTHORIZING CERTAIN ACTIONS AND DOCUMENTS AND PRESCRIBING OTHER MATTERS RELATING THERETO. 1. The Metropolitan St. Louis Sewer District (the "District"), a body corporate, a municipal corporation and a political subdivision duly organized and existing under the Constitution and laws of the State of Missouri and the District's Charter (Plan), as amended, approved by the voters for its government (the "Charter"), owns and operates a revenue producing sanitary sewer system (the "System", as hereinafter more fully defined). 2. The District desires to refund certain outstanding revenue bonds, as further described herein, and is authorized under the provisions of the Charter to issue and sell revenue bonds for the purpose of providing funds for such purpose, provided that the principal of and interest on such revenue bonds shall be payable solely from the revenues derived from the operation of the System. 3. Pursuant to an election duly held on February 3, 2004, the qualified electors of the District authorized the issuance of $500,000,000 of revenue bonds, all of which have heretofore been issued as described herein. 4. Pursuant to an election duly held on August 5, 2008, the qualified electors of the District authorized the issuance of $275,000,000 of revenue bonds, all of which have heretofore been issued as described herein. 5. Pursuant to an election duly held on June 5, 2012, the qualified electors of the District authorized the issuance of $945,000,000 of revenue bonds, all of which have heretofore been issued as described herein. 6. Pursuant to an election duly held on April 5, 2016, the qualified electors of the District authorized the issuance of $900,000,000 of revenue bonds, $546,873,204 of the bonds authorized at the April 5, 2016 election have heretofore been issued (the project portion of the Series 2017A Bonds, the Series 2018A Bond, the Series 2018B Bonds, the Series 2019A Bonds, the Series 2019B Bonds, the Series 2020A Bonds, the Series 2020B Bonds, the Series 2021A Bonds and the Series 2021B Bonds, each as defined on Schedules I or II attached hereto). 7. The District hereby ratifies and affirms the Master Bond Ordinance No. 11713 passed on April 22, 2004 (the "Master Bond Ordinance"). 8. As of July 1, 2021, the District had $1,262,436,480 principal amount of Outstanding Senior Bonds (as further described on Schedule I attached hereto) and $393,162,839 principal amount of Outstanding Subordinate Bonds (as further described on Schedule II attached hereto). 9. Under the provisions of the Master Bond Ordinance, the District may issue additional bonds payable out of the Pledged Revenues that are senior to the Outstanding Subordinate Bonds, and that are on parity with the Outstanding Senior Bonds (within the meaning of the Master Bond Ordinance), for the purpose of refunding Outstanding Senior Bonds, if certain conditions are met. 10. The District has determined that it is necessary and desirable and in the best interests of the citizens of the area served by the System for the District to consider refunding some or all of the Outstanding Senior Bonds (as identified in a Certificate of Final Terms, the "Refunded Bonds") and to finance the costs of the refunding by issuing one or more series of refunding revenue bonds, each in the Original Principal Amount (as defined below) (collectively, the "Refunding Bonds"). 11. The District reserves the right to not issue any of the Refunding Bonds and not refund any of the Refunded Bonds in the event that the Chief Financial Officer determines that such refunding would not benefit the District, for example if such refunding would result in insufficient net present value savings, after consultation with the District's financial advisors. 12. The Refunding Bonds are being issued as Senior Bonds (within the meaning of the Master Bond Ordinance) on a parity with the Outstanding Senior Bonds under the Master Bond Ordinance and this Ordinance; this Ordinance constitutes a Series Ordinance (within the meaning of the Master Bond Ordinance); and the provisions of the Master Bond Ordinance are applicable to the Refunding Bonds except as otherwise provided in this Ordinance. 13. The District, upon the issuance of the Refunding Bonds, will not have outstanding any other bonds or other obligations payable from the Pledged Revenues other than the Outstanding Senior Bonds and the Outstanding Subordinate Bonds. NOW, THEREFORE, Be It Ordained by the Board of Trustees of The Metropolitan St. Louis Sewer District, as follows: ARTICLE I DEFINITIONS Section 1.1. Definitions. For all purposes of this Ordinance, except as otherwise provided or unless the context otherwise requires, words and terms used in this Ordinance shall have the meanings set forth in Section 1.1 of the Master Bond Ordinance and the following meanings set forth in this Section. Any words and terms defined herein that are not already defined in the Master Bond Ordinance are intended to supplement the definitions contained therein. Any words and terms defined herein that are already defined in the Master Bond Ordinance are intended to replace and supersede such definitions already contained therein for purposes related to the Refunding Bonds. If any of the following definitions conflict with the definitions already set forth in the Master Bond Ordinance, the definitions set forth herein shall take precedence: "Refunding Bonds" means one or more series of the District's Wastewater System Refunding Revenue Bonds, each issued in the Original Principal Amount as set forth in a Certificate of Final Terms, authorized pursuant to the provisions hereof and the terms of the Purchase Contract and the Certificate of Final Terms. "Beneficial Owner" with respect to each series of the Refunding Bonds that is in book -entry form, shall have the meaning specified in Section 2.11 of the Master Bond Ordinance, and with respect to each -2- series of the Refunding Bonds that is not book -entry form, shall mean the Purchaser of said series of Refunding Bonds. "Certificate of Final Terms" means the form attached hereto as Exhibit D, executed and delivered by the Chairman of the Governing Body, the Chief Officer or the Chief Financial Officer pursuant to Section 6.1 hereof for each series of the Refunding Bonds and attached to this Ordinance as Exhibit E upon execution. "Closing Date" shall have the meaning for each series of Refunding Bonds as defined in the Purchase Contract for said series of Refunding Bonds. "Continuing Disclosure Agreement" means with respect to each applicable series of Refunding Bonds, the Disclosure Dissemination Agent Agreement dated as of the date stated therein between the District and Digital Assurance Certification, L.L.C., as Dissemination Agent, as amended from time to time in accordance with its terms in substantially the form attached hereto as Exhibit B. "Costs of Issuance Account" means an account by that name within the Project Fund established in Article IV hereof for each series of Refunding Bonds issued hereunder. "Original Principal Amount" means the principal amount of each series of Refunding Bonds originally issued and delivered pursuant to the Master Bond Ordinance and this Ordinance, in the amount specified in the respective Certificate of Final Terms and the Purchase Contract for said series of Refunding Bonds, subject to the terms in Section 6.1 hereof. "Paying Agent" means for each series of Refunding Bonds, UMB Bank, N.A. "Purchase Contract" means with respect to each series of Refunding Bonds, the purchase contract, bond purchase agreement or forward delivery bond purchase agreement between the District and the Purchaser, in substantially the form attached hereto as Exhibit C. "Purchaser" means with respect to each series of Refunding Bonds, the original purchaser designated in the Certificate of Final Terms, which purchaser shall be a member of, or an affiliate thereof, the underwriting pool identified in Ordinance No. 14636 passed on April 13, 2017. "Refunded Bonds" means the Outstanding Senior Bonds designated and further described in each Certificate of Final Terms that are refunded with proceeds of the Refunding Bonds. "Senior Bonds" means the Series 2010B Bonds, the Series 2012A Bonds, the Series 2012B Bonds, the Series 2013B Bonds, the Series 2015B Bonds, the Series 2016C Bonds, the Series 2017A Bonds, the Series 2018A Bond, the Series 2019B Bonds, the Series 2019C Bonds, the Series 2020B Bonds, the Series 2021C Bonds, each series of the Refunding Bonds and any Bonds, including Senior SRF Bonds and Senior Uncovered Bonds, issued with a right to payment and secured by a lien on a parity with the Series 2010B Bonds, the Series 2012A Bonds, the Series 2012B Bonds, the Series 2013B Bonds, the Series 2015B Bonds, the Series 2016C Bonds, the Series 2017A Bonds, the Series 2018A Bond, the Series 2019B Bonds, the Series 2019C Bonds, the Series 2020B Bonds, the Series 2021C Bonds and each series of the Refunding Bonds (except with respect to any Credit Facility which may be available only to one or more series of Senior Bonds and except that Senior SRF Bonds and Senior Uncovered Bonds shall not be secured by the Debt Service Reserve Account) pursuant to Section 5.3 of the Master Bond Ordinance. -3- "Settlement Date" shall have the meaning for each series of Refunding Bonds as defined in the Purchase Contract for said series of Refunding Bonds. The Settlement Date will be the date of issuance of a series of Refunding Bonds. Section 2.1. ARTICLE II AUTHORIZATION OF THE REFUNDING BONDS Authorization of Refunding Bonds; Details. (a) The District hereby authorizes the execution, issuance, and delivery of one or more series of Refunding Bonds each to be designated, if and when issued by the District, "The Metropolitan St. Louis Sewer District Wastewater System Refunding Revenue Bonds," and in addition shall include such further appropriate particular designation added to or incorporated in such title for the Refunding Bonds of any particular series as the District may determine, such as the calendar year of issuance followed by a capital letter beginning with "A" (e.g., "Series 2021A"). Each Bond shall bear upon its face the designation so determined for the series to which it belongs. Each series of Refunding Bonds will be in the Original Principal Amount determined in the Certificate of Final Terms. The Refunding Bonds are further subject to the limitations set forth in Section 6.1 hereof. (b) Each series of Refunding Bonds shall be executed, issued, and delivered under, and secured by, the Master Bond Ordinance and this Ordinance, for the purpose of providing funds to (a) refund all or a portion of the Refunded Bonds and (b) pay the Costs of Issuance of the Refunding Bonds. Each series of Refunding Bonds will comply with Section 5.2 of the Master Bond Ordinance. (c) Each series of the Refunding Bonds shall constitute a series of Senior Uncovered Bonds and thus will not be secured by the Debt Service Reserve Account. (d) Each series of the Refunding Bonds shall be dated the Settlement Date and issued in denominations as set forth in the Certificate of Final Terms. Each series of Refunding Bonds shall be issuable as one fully -registered bond numbered R-1 in substantially the form set forth in Exhibit A attached hereto, with such variations, omissions, substitutions and insertions as are required or permitted by the Master Bond Ordinance and this Ordinance. (e) Each series of the Refunding Bonds shall bear interest at the rates per annum set forth in the respective Certificate of Final Terms, computed on the basis of a 360 -day year consisting of twelve 30 - day months, payable on such Interest Payment Dates beginning on the respective Settlement Date set forth in the Certificate of Final Terms, and shall mature on such Principal Maturity Date in the years and in the Principal amounts set forth in the Certificate of Final Terms, unless earlier called for redemption. Each series of Refunding Bonds will not be outstanding hereunder prior to its Settlement Date and therefore no interest will accrue on a series of Refunding Bonds until the Settlement Date for that series of Refunding Bonds. (f) Whether a series of Refunding Bonds is being issued by means of a book -entry system will be determined in the Certificate of Final Terms along with whether that particular series of Refunding Bonds will bear CUSIP identification numbers. -4- Section 2.2. Delivery of Refunding Bonds. The Refunding Bonds shall be executed in the manner set forth in the Master Bond Ordinance and delivered to the Purchaser on the Settlement Date upon payment of the purchase price as set forth in the Certificate of Final Terms and the Purchase Contract. ARTICLE III REDEMPTION OF REFUNDING BONDS Section 3.1. Redemption of Refunding Bonds. (a) Optional Redemption of Refunding Bonds. At the District's option, each series of the Refunding Bonds or portions thereof may be called for redemption and payment prior to their Stated Maturity on the dates, at the redemption prices and subject to the terms set forth in the Certificate of Final Terms. The Paying Agent shall call Refunding Bonds for redemption and payment and shall give notice of such redemption as provided in the Master Bond Ordinance upon receipt by the Paying Agent at least 45 days prior to the redemption date of the District's written instructions specifying the Principal amount, stated maturities, redemption date and redemption prices of the Refunding Bonds to be called for redemption. The Paying Agent may in its discretion waive such notice period so long as the notice requirements set forth in Section 3.2 of the Master Bond Ordinance are met. (b) Mandatory Redemption of Refunding Bonds. The Term Bonds, if any, set forth in the Certificate of Final Terms will be redeemed in part on the dates and in the Principal amounts set forth in the Certificate of Final Terms, at a redemption price equal to the Principal amount redeemed plus the interest due thereon to the mandatory redemption date. (c) Taxable Bonds Subject to Make Whole Call The Chief Financial Officer of the District, after consultation with the District's financial advisors, may determine that the Refunding Bonds issued on a taxable basis for federal income tax purposes will be sold with a "Make Whole Call" provision. The Make Whole Call provisions, if any, will be set forth in the Certificate of Final Terms. ARTICLE IV FUNDS AND ACCOUNTS Section 4.1. Establishment of Funds and Accounts. In addition to the Funds and Accounts established in Section 4.2 of the Master Bond Ordinance, the District hereby establishes within the Metropolitan St. Louis Sewer District Wastewater Project Fund (the "Project Fund"), to be held by the Depository for the account of the District, a Costs of Issuance Account for each series of Refunding Bonds, if proceeds of the Refunding Bonds are to be deposited therein, and the moneys deposited in such accounts shall be held in trust for the purposes set forth in the Bond Ordinance. ARTICLE V GENERAL PROVISIONS Section 5.1. Applicability of Master Bond Ordinance. Except as otherwise provided in this Ordinance, the provisions of the Master Bond Ordinance are hereby ratified, approved and confirmed and incorporated herein and shall be applicable to the authorization, execution, authentication, issuance, -5- redemption, payment, sale and delivery of the Refunding Bonds, the custody and the distribution of the proceeds and the security, payment, redemption and enforcement of payment thereof. The requirements of Article V of the Master Bond Ordinance regarding the issuance of additional Bonds have been satisfied. Section 5.2. Authorization of Paying Agent Agreement. The District is hereby authorized to enter into a paying agent agreement with the Paying Agent with respect to the Refunding Bonds with such changes, corrections, deletions, insertions, variations, additions, or omissions as may be approved by the Chairman of the Governing Body, the Chief Officer or the Chief Financial Officer, whose approval thereof shall be conclusively evidenced by the execution of such agreement. The Chairman of the Governing Body, the Chief Officer or the Chief Financial Officer is hereby authorized and directed to execute on behalf of the District said paying agent agreement. Section 5.3. Authorization of Continuing Disclosure Agreement. The form, terms, and conditions and the execution, delivery, and performance of the Continuing Disclosure Agreement with respect to each applicable series of the Refunding Bonds is hereby approved and authorized. The Continuing Disclosure Agreement shall be in substantially the form attached hereto as Exhibit B with such changes, corrections, deletions, insertions, variations, additions, or omissions as may be approved by the Chairman of the Governing Body, the Chief Officer or the Chief Financial Officer, whose approval thereof shall be conclusively evidenced by the execution of such contract. The Chairman of the Governing Body, the Chief Officer or the Chief Financial Officer is hereby authorized and directed to execute on behalf of the District the Continuing Disclosure Agreement. The District hereby covenants and agrees that it shall comply with and carry out all of the provisions of the Continuing Disclosure Agreement delivered in connection with a series of Refunding Bonds. Notwithstanding any other provision of the Bond Ordinance, failure of the District to comply with the Continuing Disclosure Agreement shall not be considered a default or an Event of Default under the Bond Ordinance. It is expressly provided, however, that any Beneficial Owner of the Refunding Bonds may take such action, to the extent and in such manner as may be allowed by applicable law, as may be necessary and appropriate, including seeking mandamus or specific performance by court order, to cause the District to comply with its obligations under this Section. Section 5.4. Redemption of Refunded Bonds. The Refunded Bonds, as determined in a Certificate of Final Terms, will be called for redemption and payment prior to maturity on the first optional redemption date thereof (the "Refunded Bonds Redemption Date"). The Refunded Bonds shall be redeemed at the principal payment office of UMB Bank, N.A., the Paying Agent for the Refunded Bonds, by the payment on the Refunded Bonds Redemption Date of the principal thereof, together with any redemption premium and accrued interest thereon to the redemption date. The Board of Trustees hereby authorizes the Chairman of the Governing Body, the Chief Officer or the Chief Financial Officer to cause notice of the call for redemption and payment of the Refunded Bonds to be given in the manner provided in the Master Bond Ordinance. The officers of the District and the Paying Agent for the Refunded Bonds are hereby authorized and directed to take such other action as may be necessary in order to effect the redemption and payment of the Refunded Bonds. ARTICLE VI SALE AND APPLICATION OF PROCEEDS OF REFUNDING BONDS Section 6.1. Sale of Refunding Bonds. The District shall sell a series of the Refunding Bonds to the Purchaser under the terms of the Purchase Contract in substantially the form attached hereto as Exhibit C. The Chairman of the Governing Body, the Chief Officer or the Chief Financial Officer is authorized to designate the Purchaser in the Certificate of Final Terms and to execute the Purchase Contract, with such changes therein as such official deems appropriate, for and on behalf of the District, such officer's -6- signature thereon being conclusive evidence of such official's and the District's approval thereof. The Chairman of the Governing Body, the Chief Officer or the Chief Financial Officer is further authorized and directed to approve the purchase price for each series of the Refunding Bonds, the principal amounts by maturity, the interest rates and the other final terms of each series of the Refunding Bonds, including applicable redemption provisions, and determine which Outstanding Senior Bonds will constitute Refunded Bonds, subject to the limitations set forth below: (a) True Interest Cost: If a series of Refunding Bonds is issued on a tax-exempt basis for federal income tax purposes, not to exceed 4.00%. If a series of Refunding Bonds is issued on a taxable basis for federal income tax purposes, not to exceed 5.00%. "True Interest Cost" means the interest rate necessary to discount the debt service payments from the payment dates to the delivery date of each series of the Refunding Bonds to an amount equal to the purchase price paid to the District. True Interest Cost is expressed as an annual percentage rate, and present value is computed on a semiannual basis using a 30/360 day -count convention. (b) Costs of Issuance: If financed with Refunding Bond proceeds, not to exceed 0.60% of the Original Principal Amount of each series of the Refunding Bonds, excluding any commitment fee or Purchaser's fee. The District may in its discretion pay for Costs of Issuance from other legally available funds. (c) Final Maturity: Each series of the Refunding Bonds shall not mature later than the final maturity of the maturities of the Refunded Bonds being refunded with proceeds of said series of Refunding Bonds. (d) Optional Redemption: Each series of the Refunding Bonds shall be subject to optional redemption not later than 10 years after the Settlement Date at a redemption price equal to 100% of the principal amount thereof plus accrued interest to the redemption date. (e) Net Present Value Savings: Not less than 10% of the par amount of the bonds to be refunded, measured in the aggregate for each series of bonds, not on a maturity by maturity basis. (f) Each series of Refunding Bonds must have a Closing Date of no later than June 30, 2022. The Chairman of the Governing Body, the Chief Officer or the Chief Financial Officer is further authorized and directed to execute and deliver each Certificate of Final Terms for and on behalf of and as the act and deed of the District, which approval will be conclusively evidenced by such officer's execution of the Certificate of Final Terms. Upon execution, the Chief Financial Officer is hereby authorized to file the executed Certificate of Final Terms with this Ordinance, and attached hereto as Exhibit E. Section 6.2. Authorization and Execution of Documents. The Chairman of the Governing Body, the Chief Officer and the Chief Financial Officer are hereby authorized and directed to execute any other documents, certificates and instruments that are necessary or desirable to carry out the intent of this Ordinance. The Attesting Officer is authorized and directed to attest the execution of any documents, certificates and instruments that are necessary or desirable to carry out the intent of this Ordinance. Section 6.3. Application of Refunding Bond Proceeds and Other Funds. Upon the written request of the District, the Bond Registrar shall authenticate and hold the Refunding Bonds as "FAST Agent" for the benefit of the Beneficial Owners or shall deliver the Refunding Bonds to the applicable Purchaser, and shall receive a receipt for the Refunding Bonds. The proceeds received from the sale of the Refunding Bonds on the Settlement Date, and any release from the Debt Service Reserve Account in -7- connection with the refunding of the Refunded Bonds, will be deposited simultaneously with the delivery of the Refunding Bonds on the applicable Settlement Date as set forth in the Certificate of Final Terms. Section 6.4. Moneys in a Costs of Issuance Account. If financed with Refunding Bond proceeds, at such time as all Costs of Issuance have been paid, and in any case not later than 6 months after the Settlement Date, the District shall instruct the Depository to transfer any proceeds of the Refunding Bonds in the Costs of Issuance Account to the Payments Account of the Sinking Fund. Section 6.5. Tax Status of the Refunding Bonds. (a) In the event a series of Refunding Bonds is issued on a tax-exempt basis for federal income tax purposes, the District will execute a Federal Tax Certificate relating to that particular series of Refunding Bonds and covenants and agrees that (1) it will comply with all applicable provisions of the Code necessary to maintain the exclusion from federal gross income of the interest on said Refunding Bonds and (2) comply with all provisions and requirements of the Federal Tax Certificate. The Chairman of the Governing Body, the Chief Officer or the Chief Financial Officer are hereby authorized to execute the Federal Tax Certificate in a form approved by Bond Counsel, for and on behalf of and as the act and deed of the District. The District will also pass such other ordinances or resolutions and take such other actions as may be necessary to comply with the Code and with all other applicable future laws, regulations, published rulings and judicial decisions in order to ensure that the interest on the tax-exempt Refunding Bonds will remain excluded from federal gross income, to the extent any such actions can be taken by the District. (b) The covenants contained in this Section 6.5 and in the Federal Tax Certificate shall remain in full force and effect notwithstanding the defeasance of the Refunding Bonds pursuant to the Master Bond Ordinance or any other provision of this Ordinance until the final maturity of the tax-exempt series of Refunding Bonds. (c) In the event that federal tax legislation prohibits the issuance of advance refunding bonds on a tax-exempt basis for federal income tax purposes, the District reserves the right to refund any of the Refunded Bonds in whole or in part on a taxable basis if the Chief Financial Officer, after consultation with the District's financial advisors, determines that such refunding would be of benefit to the District and sufficient net present value savings would still be achieved. In the event one or more series of the Refunding Bonds are issued as taxable for federal income tax purposes, this Section 6.5 shall not apply to said series of Refunding Bonds. ARTICLE VII MISCELLANEOUS PROVISIONS Section 7.1. General Authorization for Refunding Bonds. From and after the date of adoption of this Ordinance, the officials, employees and agents of the District are hereby authorized to do all such acts and things and to execute and deliver any and all other documents, agreements, certificates and instruments as may be necessary or desirable in connection with the execution, delivery and sale of the Refunding Bonds, the investment of the proceeds of the Refunding Bonds and the transactions contemplated on the part of the District by the Bond Ordinance. The Chief Officer and Attesting Officer are hereby authorized and directed to prepare and furnish to the Purchaser, when the Refunding Bonds are issued, certified copies of all proceedings and records of the District relating to the Refunding Bonds or to this Ordinance, and such other affidavits and certificates as may be required to show the facts relating to the legality and marketability of the Refunding Bonds as such facts appear from the books and records in such -8- officers' custody and control or as otherwise known to them. All such certified copies, certificates and affidavits, including any heretofore furnished, shall constitute representations of the District as to the truth of all statements contained therein. Section 7.2. Severability. In case any one or more of the provisions of this Ordinance or of the Refunding Bonds shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provision of this Ordinance or of the Refunding Bonds, but this Ordinance and the Refunding Bonds shall be construed and enforced as if such illegal or invalid provision had not been contained therein. In case any covenant, stipulation, obligation or agreement contained in the Refunding Bonds or in this Ordinance shall for any reason be held to be unenforceable or in violation of law, then such covenant, stipulation, obligation or agreement shall be deemed to be the covenant, stipulation, obligation or agreement of the District to the full extent that the power to incur such obligation or to make such covenant, stipulation or agreement shall have been conferred on the District by law. Section 7.3. Applicable Provisions of Law. This Ordinance shall be governed by and construed and enforced in accordance with the laws of the State and the Charter without giving effect to conflicts of laws provisions. Section 7.4. Expiration of Authority to Issue Refunding Bonds. The District's authority to issue a series of Refunding Bonds pursuant to this Ordinance expires on June 30, 2022. Section 7.5. Effective Date. Pursuant to the Charter, this Ordinance shall take effect immediately and be in full force after its passage by the Governing Body. * * * * * -9- SCHEDULE I OUTSTANDING SENIOR BONDS Name of Issue 1. Taxable Wastewater System Revenue Bonds (Build America Bonds - Direct Pay), Series 2010B, issued pursuant to Ordinance No. 13025 passed on January 14, 2010, dated January 28, 2010 (the "Series 2010B Bonds") 2. Wastewater System Revenue Bonds, Series 2012A, issued pursuant to Ordinance No. 13465 passed on August 9, 2012, dated August 23, 2012 (the "Series 2012A Bonds") 3. Wastewater System Refunding Revenue Bonds, Series 2012B, issued pursuant to Ordinance No. 13521 passed on October 24, 2012, dated November 14, 2012 (the "Series 2012B Bonds") 4. Wastewater System Revenue Bonds, Series 2013B, issued pursuant to Ordinance No. 13763 passed on December 6, 2013, dated December 18, 2013 (the "Series 2013B Bonds") 5. Wastewater System Improvement and Refunding Revenue Bonds, Series 2015B, issued pursuant to Ordinance No. 14312 passed on December 1, 2015, dated December 15, 2015 (the "Series 2015B Bonds") 6. Wastewater System Revenue Bonds, Series 2016C, issued pursuant to Ordinance No. 14567 passed on December 8, 2016, dated December 20, 2016 (the "Series 2016C Bonds") 7. Wastewater System Improvement and Refunding Revenue Bonds, Series 2017A, issued pursuant to Ordinance No. 14835 passed on December 5, 2017, dated December 14, 2017 (the "Series 2017A Bonds") 8. Wastewater System Revenue Bond (WIFIA - Deer Creek Sanitary Tunnel Pump Station and Sanitary Relief Project), Series 2018A, issued pursuant to Ordinance No. 15077 passed on December 13, 2018, dated December 19, 2018 (the "Series 2018A Bond") 9. Wastewater System Revenue Bonds, Series 2019B, issued pursuant to Ordinance No. 15311 passed on November 14, 2019, dated December 4, 2019 (the "Series 2019B Bonds") Outstanding Principal Amount as of July 1, 2021 $85,000,000 $40,320,000 $37,800,000 $38,990,000 $166,030,000 $138,740,000 $305,580,000 $261,4800) $51,295,000 (1) The Series 2018A Bond was issued in a principal amount not to exceed $47,722,204 of which $261,479.86 has been drawn and remains outstanding as of July 1, 2021. Schedule I-1 Name of Issue Outstanding Principal Amount as of July 1, 2021 10. Taxable Wastewater System Refunding Revenue Bonds, Series 2019C, $274,745,000 issued pursuant to Ordinance No. 15312 passed on November 14, 2019, dated December 4, 2019 (the "Series 2019C Bonds") 11. Wastewater System Revenue Bonds, Series 2020B, issued pursuant to $118,055,000 Ordinance No. 15546 passed on November 12, 2020, dated December 17, 2020 (the "Series 2020B Bonds") 12. Wastewater System Revenue Bonds, Series 2021C, issued pursuant to 5,620,000 Ordinance No. 15350 passed on January 9, 2020, dated May 3, 2021 (the "Series 2021C Bonds") TOTAL $1,262,436,480 Schedule I-2 SCHEDULE II OUTSTANDING SUBORDINATE BONDS Name of Issue 1. Subordinate Wastewater System Revenue Bonds (State Revolving Fund Program), Series 2004B, issued pursuant to Ordinance No. 11736 passed on May 13, 2004, dated May 28, 2004 (the "Series 2004B Bonds") 2. Subordinate Wastewater System Revenue Bonds (State Revolving Fund Program), Series 2005A, issued pursuant to Ordinance No. 11986 passed on May 5, 2005, dated May 19, 2005 (the "Series 2005A Bonds") 3. Subordinate Wastewater System Revenue Bonds (State Revolving Fund Program), Series 2006A, issued pursuant to Ordinance No. 12179 passed on March 9, 2006, dated April 27, 2006 (the "Series 2006A Bonds") 4. Subordinate Wastewater System Revenue Bonds (State Revolving Fund Program), Series 2006B, issued pursuant to Ordinance No. 12332 passed on October 12, 2006, dated November 16, 2006 (the "Series 2006B Bonds") 5. Subordinate Wastewater System Revenue Bonds (State Revolving Fund Program), Series 2008B, issued pursuant to Ordinance No. 12755 passed on October 7, 2008, dated October 30, 2008 (the "Series 2008B Bonds") 6. Subordinate Wastewater System Revenue Bonds (State of Missouri - Direct Loan Program), Series 2009A, issued pursuant to Ordinance No. 12937 passed on August 13, 2009, dated October 21, 2009 (the "Series 2009A Bonds") 7. Subordinate Wastewater System Revenue Bonds (State of Missouri - Direct Loan Program - ARRA), Series 2010A, issued pursuant to Ordinance No. 13024 passed on January 14, 2010, dated January 26, 2010 (the "Series 2010A Bonds") 8. Subordinate Wastewater System Revenue Bonds (State of Missouri - Direct Loan Program), Series 2010C, issued pursuant to Ordinance No. 13183 passed on December 9, 2010, dated December 21, 2010 (the "Series 2010C Bonds") 9. Subordinate Wastewater System Revenue Bonds (State of Missouri - Direct Loan Program), Series 2011A, issued pursuant to Ordinance No. 13327 passed on November 21, 2011, dated November 30, 2011 (the "Series 2011A Bonds") Outstanding Principal Amount as of July 1, 2021 $46,625,000 $2,025,000 $13,545,000 $5,110,000 $17,790,000 $11,293,300 $4,481,600 $20,330,000 $27,675,300 Schedule II -1 Name of Issue 10. Subordinate Wastewater System Revenue Bonds (State of Missouri - Direct Loan Program), Series 2013A, issued pursuant to Ordinance No. 13731 passed on October 10, 2013, dated October 31, 2013 (the "Series 2013A Bonds") 11. Subordinate Wastewater System Revenue Bonds (State of Missouri - Direct Loan Program), Series 2015A, issued pursuant to Ordinance No. 14225 passed on August 13, 2015, dated August 20, 2015 (the "Series 2015A Bonds") 12. Subordinate Wastewater System Revenue Bonds (State of Missouri - Direct Loan Program), Series 2016A, issued pursuant to Ordinance No. 14571 passed on December 8, 2016, dated December 22, 2016 (the "Series 2016A Bonds") 13. Subordinate Wastewater System Revenue Bonds (State of Missouri - Direct Loan Program), Series 2016B, issued pursuant to Ordinance No. 14572 passed on December 8, 2016, dated December 22, 2016 (the "Series 2016B Bonds") 14. Subordinate Wastewater System Revenue Bonds (State of Missouri - Direct Loan Program), Series 2018B, issued pursuant to Ordinance No. 15098 passed on December 13, 2018, dated December 28, 2018 (the "Series 2018B Bonds") 15. Subordinate Wastewater System Revenue Bonds (State of Missouri - Direct Loan Program), Series 2019A, issued pursuant to Ordinance No. 15265 passed on September 12, 2019, dated September 24, 2019 (the "Series 2019A Bonds") 16. Subordinate Wastewater System Revenue Bonds (State of Missouri - Direct Loan Program), Series 2020A, issued pursuant to Ordinance No. 15945 passed on September 10, 2020, dated September 16, 2020 (the "Series 2020A Bonds") Outstanding Principal Amount as of July 1, 2021 $37,473,000 $57,189,000 $16,554,000 $64,180,000 $24,302,91217 $22,011,68621 $9,983,418(4) (2) The Series 2018B Bonds were issued in a principal amount not to exceed $25,267,000 of which $24,302,912 has been drawn and remains outstanding as of July 1, 2021. (3) The Series 2019A Bonds were issued in a principal amount not to exceed $23,952,000 of which $22,011,686 has been drawn and remains outstanding as of July 1, 2021. (4) The Series 2020A Bonds were issued in a principal amount not to exceed $22,000,000 of which $9,983,418 has been drawn and remains outstanding as of July 1, 2021. Schedule II -2 Name of Issue 17. Subordinate Wastewater System Revenue Bonds (State of Missouri — Direct Loan Program), Series 2021A, issued pursuant to Ordinance No. 15601 passed on January 14, 2021 (the "Series 2021A Bonds") 18. Subordinate Wastewater System Revenue Bonds (State of Missouri — Direct Loan Program), Series 2021B, issued pursuant to Ordinance No. 15602 passed on January 14, 2021 (the "Series 2021B Bonds") TOTAL Outstanding Principal Amount as of July 1, 2021 $5,333,065(5) $7,260,558(6) $393,162,839 (5) The Series 2021A Bonds were issued in a principal amount not to exceed $63,101,000, of which $5,333,065 has been drawn and remains outstanding as of July 1, 2021. (6) The Series 2021B Bonds were issued in a principal amount not to exceed $40,201,000, of which $7,260,558 has been drawn and remains outstanding as of July 1, 2021. Schedule II -3 EXHIBIT A FORM OF REFUNDING BONDS [EXCEPT AS OTHERWISE PROVIDED IN THE BOND ORDINANCE (REFERRED TO HEREIN), THIS GLOBAL BOND MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO ANOTHER NOMINEE OF DTC (AS DEFINED HEREIN) OR TO A SUCCESSOR SECURITIES DEPOSITORY OR TO A NOMINEE OF A SUCCESSOR SECURITIES DEPOSITORY.] UNITED STATES OF AMERICA STATE OF MISSOURI THE METROPOLITAN ST. LOUIS SEWER DISTRICT [TAXABLE] WASTEWATER SYSTEM REFUNDING REVENUE BOND SERIES 20_[A] [(FORWARD DELIVERY)] Registered Registered No. R- $ Maturity Date Interest Rate Dated f CUSIP 1, 20 % , 20 592481 1 REGISTERED OWNER: [CEDE & CO.] [PURCHASER] PRINCIPAL AMOUNT: DOLLARS THE METROPOLITAN ST. LOUIS SEWER DISTRICT (the "District"), a body corporate, a municipal corporation and a political subdivision duly created and existing under the laws of the State of Missouri, for value received, hereby promises to pay (but only out of the sources provided) to the registered owner identified above, or registered assigns, on the Maturity Date stated above unless this Bond shall have been called for redemption prior to maturity and payment of the redemption price shall have been duly made or provided for, the principal amount identified above and to pay (but only out of the sources provided) interest on the balance of such principal amount from time to time remaining unpaid from and including the date hereof or from and including the most recent Interest Payment Date (as hereinafter defined) with respect to which interest has been paid or duly provided for, until payment of such principal amount has been made, at the Interest Rate per annum shown above (computed on the basis of a 360 -day year consisting of twelve 30 -day months) on 1 and 1 of each year (each an "Interest Payment Date") commencing 1, 20 , until the payment of the principal amount of this Bond is paid in full. Principal of and redemption premium, if any, on this Bond are payable when due in lawful money of the United States of America upon presentation and surrender of this Bond at the payment office of UMB Bank, N.A., in St. Louis, Missouri, as registrar and paying agent (the "Bond Registrar" or the "Paying A-1 Agent"). Payment of interest on this Bond shall be made to the registered owner and shall be paid in lawful money of the United States of America by check or draft mailed on the applicable Interest Payment Date to such registered owner as of the close of business on the 15th day of the calendar month (the "Record Date") immediately preceding such Interest Payment Date at its address as it appears on the registration books (the "Bond Register") of the District maintained by the Bond Registrar, or at such other address as is furnished in writing by such registered owner to the Bond Registrar. Notwithstanding the foregoing, interest on this Bond shall be payable to any registered owner of more than $500,000 in aggregate Principal of the Bonds of the same series as this Bond (including this Bond) by deposit of immediately available funds to the account of such registered owner maintained with the Paying Agent or transmitted by electronic transfer to such registered owner at an account maintained at a commercial bank located within the United States of America, if the Paying Agent receives from such registered owner written deposit or electronic transfer instructions not less than 15 days prior to the Record Date preceding the Interest Payment Date for which the deposit or electronic transfer is requested. This Bond is one of a duly authorized series of bonds designated "The Metropolitan St. Louis Sewer District [Taxable] Wastewater System Refunding Revenue Bonds, Series 20_[A]" (the "Series 20_[A] Bonds"), issued by the District pursuant to and in full compliance with the provisions of the Constitution and laws of the State of Missouri, including specifically, but without limitation, the District's Charter (Plan), as amended. The Series 20 [A] Bonds have been authorized by a Master Bond Ordinance duly adopted by the District on April 22, 2004 and a supplemental Ordinance adopted by the District on August 12, 2021 (collectively, the "Bond Ordinance") for the purpose of (a) refunding outstanding revenue obligations of the District [*and (b) paying the costs of issuance of the Series 20 [A] Bonds.*] The Series 20 [A] Bonds are all issued under and equally and ratably secured by and entitled to the benefit of the Bond Ordinance. Capitalized terms not defined herein are used with the meanings given to them in the Bond Ordinance. At the District's option, the Series 20 [A] Bonds or portions thereof maturing on 20 and thereafter may be called for redemption and payment prior to their Stated Maturity on , 20 and thereafter, in whole or in part on any date in such order of maturity as shall be determined by the District at the redemption price of 100% of the principal amount thereof plus accrued interest thereon to the redemption date. [The Series 20 [A] Bonds maturing on , 20 are subject to mandatory redemption and payment prior to maturity pursuant to the mandatory redemption requirements of the Bond Ordinance on of each year specified below, at a redemption price equal to 100% of the principal amount thereof plus accrued interest to the redemption date: Year Principal Amount 20 $ 20 'Final Maturity] Notice of redemption, unless waived, is to be given by first class mail at least 30 days and not more than 60 days prior to the date fixed for redemption to the registered owner of each Series 20 [A] Bond to be redeemed at the address shown on the Bond Register or at such other address as is furnished in writing by such registered owner to the Bond Registrar. All such Series 20 [A] Bonds called for redemption and for the retirement of which funds are duly provided shall, on the redemption date designated in such notice, become and be due and payable at the redemption price provided for redemption of such Series A-2 20 [A] Bonds on such date, and interest on the Series 20 [A] Bonds or portions of Series 20 [A] Bonds so called for redemption shall cease to accrue, such Series 20 [A] Bonds or portions of Series 20 [A] Bonds shall cease to be entitled to any lien, benefit, or security under the Bond Ordinance, and the owners of such Series 20 [A] Bonds or portions of Series 20 [A] Bonds shall have no rights in respect thereof except to receive payment of the redemption price. Any defect in any notice of redemption shall not affect the validity of proceedings for the redemption of any Series 20 [A] Bonds. [The District has established a book -entry system of registration for the Series 20 [A] Bonds. Except as specifically provided otherwise in the Bond Ordinance, an agent will hold this Bond on behalf of the Beneficial Owner hereof. By acceptance of a confirmation of purchase, delivery, or transfer, the Beneficial Owner of this Bond shall be deemed to have agreed to such arrangement. While the Series 20 [A] Bonds are in the book -entry system of registration, the Bond Ordinance provides special provisions relating to the Series 20 [A] Bonds which override certain other provisions of the Bond Ordinance. This Bond is transferable by the registered owner at the principal corporate trust office of the Bond Registrar or at such other office designated by the Bond Registrar for such purpose, but only in the manner, subject to the limitations, and upon payment of the charges provided in the Bond Ordinance and upon surrender of this Bond. Upon such transfer, a new registered Bond or Bonds of the same series, maturity, interest rate, aggregate Principal amount, and tenor, of any authorized denomination or denominations, and bearing numbers not then outstanding, will be issued to the transferee in exchange for this Bond. The Series 20 [A] Bonds are issuable as fully registered Bonds in the denomination of $ or any integral multiple thereof. The Bond Registrar is not required to transfer or exchange any Series 20 [A] Bond after notice calling such Series 20 [A] Bond for redemption has been given or during the period of 15 days (whether or not a Business Day for the Bond Registrar, but excluding the redemption date and including such 15th day) immediately preceding the giving of such notice of redemption. Unless this Bond is presented by an authorized representative of The Depository Trust Company ("DTC"), a New York corporation, to the District or its agent for registration of transfer, exchange, or payment, and any Series 20 [A] Bond issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.] The Series 20 [A] Bonds and such other revenue bonds of the District as may in the future be issued on a parity therewith, are equally and ratably secured by pledge of the "Pledged Revenues" of the sanitary sewer system (the "System") of the District, which is defined in the Bond Ordinance to include Net Operating Revenues, certain amounts payable by any provider of a Hedge Agreement pursuant to such Hedge Agreement, moneys and securities from time to time on deposit in the funds and accounts established in the Bond Ordinance, and earnings on investments made with the foregoing moneys and securities, excluding any amounts required in the Bond Ordinance to be set aside pending, or used for, rebate to the United States government pursuant to Section 148(0 of the Internal Revenue Code of 1986, as amended, and any regulations promulgated with respect to any such rebate requirement. THE SERIES 20 [A] BONDS SHALL NOT BE DEEMED TO CONSTITUTE A DEBT OF THE DISTRICT NOR A PLEDGE OF THE FAITH AND CREDIT OF THE DISTRICT. THE SERIES 20 [A] BONDS SHALL NOT BE PAYABLE FROM OR A CHARGE UPON ANY FUNDS OTHER THAN THE REVENUES AND AMOUNTS PLEDGED TO THE PAYMENT THEREOF, NOR SHALL THE DISTRICT BE SUBJECT TO ANY PECUNIARY LIABILITY THEREON. NO OWNER OR OWNERS OF THIS BOND SHALL EVER HAVE THE RIGHT TO COMPEL ANY EXERCISE OF THE TAXING POWER OF THE DISTRICT TO PAY THIS BOND OR THE INTEREST HEREON, NOR TO ENFORCE PAYMENT OF THIS BOND AGAINST ANY PROPERTY OF THE DISTRICT; NOR SHALL THIS BOND CONSTITUTE A CHARGE, LIEN OR ENCUMBRANCE, LEGAL OR A-3 EQUITABLE, UPON ANY PROPERTY OF THE DISTRICT, EXCEPT FOR THE PLEDGED REVENUES AND ANY OTHER FUNDS PLEDGED TO SECURE THE SERIES 20 [A] BONDS. The District has covenanted and hereby covenants and agrees at all times while any Series 20 [A] Bonds are Outstanding and unpaid to prescribe, fix, maintain, and collect rates, fees, and other charges for the services, facilities, and commodities furnished by the System fully sufficient at all times to: (i) provide for 100% of the Expenses of Operation and Maintenance of the System and for the accumulation in the Revenue Fund of a reasonable reserve therefor, and (ii) produce Net Operating Revenues in each Fiscal Year which, together with Investment Earnings, will: (a) equal at least 125% of the Debt Service Requirement on all Senior Bonds then Outstanding for the year of computation and 115% of the Debt Service Requirement on all Bonds then Outstanding for the year of computation, (b) enable the District to make all required payments into the Debt Service Reserve Account and the Rebate Fund and to any Credit Facility Provider, any Reserve Account Credit Facility Provider, and any Qualified Hedge Provider, (c) enable the District to accumulate an amount to be held in the Renewal and Extension Fund which, in the judgment of the District, is adequate to meet the costs of major renewals, replacements, repairs, additions, betterments and improvements to the System, necessary to keep the same in good operating condition or as is required by any governmental agency having jurisdiction over the System, and (d) will remedy all deficiencies in required payments into any of the funds and accounts established under the Bond Ordinance from prior Fiscal Years. The Series 20 [A] Bonds constitute a series of Senior Uncovered Bonds and thus will not be secured by the Debt Service Reserve Account. The Bond Ordinance contains a more particular statement of the covenants and provisions securing the Series 20 [A] Bonds, the conditions under which the owner of this Bond may enforce covenants (other than the covenant to pay Principal of and interest on this Bond when due from the sources provided, the right to enforce which is unconditional), the conditions upon which additional revenue bonds may be issued on a parity or achieve parity status with this Bond under the Bond Ordinance, and the conditions upon which the Bond Ordinance may be amended with the consent of the owners of a majority in aggregate Principal of the Bonds of each class (senior and subordinate) Outstanding or the issuer of any Credit Facility, if any, of such Bonds. Upon the occurrence of an Event of Default under the Bond Ordinance, the owner of this Bond shall be entitled to the remedies provided by the Bond Ordinance. It is hereby certified, recited, and declared that all acts, conditions, and things required to exist, happen, and be performed precedent to and in the issuance of this Bond do exist, have happened, and have been performed in due time, form, and manner as required by law. This Bond shall not be entitled to any security or benefit under the Bond Ordinance or become valid or obligatory for any purpose until the certificate of authentication hereon shall have been duly executed by the Bond Registrar. [Remainder of Page Intentionally Left Blank.] A-4 IN WITNESS WHEREOF, the District has caused this Bond to be executed by the manual or facsimile signature of the Chairman of the Board of Trustees of the District or the Chief Officer of the District and attested by the manual or facsimile signature of the Attesting Officer of the District and has caused the official seal of the District to be affixed hereto or imprinted hereon. THE METROPOLITAN ST. LOUIS SEWER DISTRICT (SEAL) ATTEST: Secretary -Treasurer By: Executive Director A-5 BOND REGISTRAR'S CERTIFICATE OF AUTHENTICATION This Bond is one of the bonds of the series described in the within mentioned Bond Ordinance. UMB BANK, N.A., as Bond Registrar By: Authorized Signatory Date of Registration and Authentication: The following abbreviations, when used in the inscription on this Bond or in the assignment below, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM TEN ENT JT TEN UNIF TRANS MIN ACT - as tenants in common as tenants by the entireties as joint tenants with right of survivorship and not as tenants in common and not as community property Custodian (Custodian) (Minor) under Uniform Transfers to Minors Act (State) Additional abbreviations may be used although not in the above list. A-6 ASSIGNMENT AND TRANSFER FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto (Print or Typewrite Name, Address and Social Security Number or Taxpayer Identification Number of Assignee) the within Bond of The Metropolitan St. Louis Sewer District and does hereby irrevocably constitute and appoint attorney to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: Notice: The signature on this assignment must correspond with the name as it appears on the face of the within Bond in every particular without alteration or enlargement or any change whatsoever. Medallion Signature Guarantee: A-7 EXHIBIT B FORM OF CONTINUING DISCLOSURE AGREEMENT [On file in the Office of the Secretary -Treasurer.] B-1 EXHIBIT C FORM OF PURCHASE CONTRACT [On file in the Office of the Secretary -Treasurer.] C-1 EXHIBIT D FORM OF CERTIFICATE OF FINAL TERMS The undersigned [Chairman of the Governing Body][Chief Officer][Chief Financial Officer] of The Metropolitan St. Louis Sewer District (the "District"), in connection with the issuance of the District's [Taxable] Wastewater System Refunding Revenue Bonds, Series 20 [A] [(Forward Delivery)] (the "Series 20 [A] Bonds"), certifies pursuant to Section 6.1 of Ordinance No. of the District (the "Ordinance"), as follows: 1. Series Designation. This series of bonds authorized by the Ordinance is designated as the "Series 20 [A] Bonds." 2. Original Principal Amount. The Series 20 [A] Bonds are issued in the Original Principal Amount of $ 3. Maturity Schedule. The Series 20 [A] Bonds will mature on the dates and in the amounts and bear interest at the rates as follows: SERIAL BONDS Stated Maturity Principal Annual Rate [May 1] Amount of Interest 20 $ 20 20 20 20 20 20 20 20 20 20 20 20 20 20 20 20 TERM BONDS Stated Maturity Principal Annual Rate [May 1] Amount of Interest 20 $ 20 D-1 4. Initial Interest Payment Date. Bonds is , 20 [semiannually on 1 and The initial Interest Payment Date of the Series 20 [A] _ and the Series 20 [A] Bonds shall be payable 1]. 5. Final Maturity of the Series 20 [A] Bonds. The final maturity of the Series 20 [A] Bonds is , 20_ 6. True Interest Cost. The True Interest Cost of the Series 20 [A] Bonds, determined in accordance with Section 6.1 of the Ordinance and based on the expectation that the Series 20 [A] Bonds will be issued on a [tax-exempt] [taxable] basis for federal income tax purposes, is %, as shown on Schedule 1 to this Certificate. 7. Denominations. The Series 20 [A] Bonds are issued in the denomination of $ or any integral of $ in excess thereof. 8. Closing Date. The Closing Date, as defined in the Purchase Contract for the Series 20 [A] Bonds, is , 20_ 9. Settlement Date/Issuance Date. The Settlement Date, as defined in the Purchase Contract for the Series 20 [A] Bonds, is , 20_ 10. Book -Entry. The Series 20 [A] Bonds [are/are not] issued in book -entry form and [will/will not] have CUSIP identification number assigned to them. 11. Costs of Issuance. [*The costs of issuing the Series 20 [A] Bonds equals % of the Original Principal Amount, excluding the commitment fee.*][*The costs of issuing the Series 20 [A] Bonds are not being financed with proceeds of the Series 20 [A] Bonds.*] 12. Purchaser. The Purchaser of the Series 20 [A] Bonds is 13. Purchase Price. The purchase price of the Series 20 [A] Bonds is $ 14. Optional Redemption (Par). At the District's option, the Series 20 [A] Bonds or portions thereof maturing on , 20_ and thereafter may be called for redemption and payment prior to their Stated Maturity on , 20 and thereafter, in whole or in part on any date, in such order of maturity as shall be determined by the District at a redemption price equal to 100% of the principal amount thereof plus accrued interest thereon to the redemption date. 15. Make Whole Redemption. [**The Series 20 [A] Bonds are not subject to make -whole redemption.**][**At the District's option, the Series 20 [A] Bonds are subject to redemption, in whole or in part, subject to the following provisions: **]. 16. Mandatory Sinking Fund Redemption. [**There are no Term Bonds subject to mandatory redemption prior to maturity.**][** The Series 20 [A] Bonds maturing in the years 20 and 20 are Term Bonds and are subject to mandatory redemption prior to maturity on of the years, in the amounts, provided below. As and for a sinking fund for the retirement prior to maturity of the Series 20 [A] Bonds that are Term Bonds, there shall be deposited in the Payments Account from the Revenue Fund an amount sufficient to redeem the following Principal amounts of the Series 20 [A] Bonds on D-2 of each year specified below (each such date being referred to as a "mandatory redemption date"): Series 20 [A] Bonds Maturing , 20 Year Principal Amount 20 20 20 + +Final Maturity**] 17. Application of Series 20 [A] Bond Proceeds. The District shall apply the proceeds from the sale of the Series 20 [A] Bonds as follows: (a) $ shall be deposited into the Series 20 [A] Costs of Issuance Account and shall be disbursed to pay the Costs of Issuance of the Series 20 [A] Bonds. (b) $ shall be paid and transferred to the Paying Agent and applied without further instructions to the redemption of the Refunded Bonds. 18. Application of Other Legally Available Funds. The District shall apply other legally available funds as follows: (a) $ shall be disbursed to pay the Costs of Issuance of the Series 20 [A] Bonds. (b) $ shall be paid and transferred to the Paying Agent and applied without further instructions to the redemption of the Refunded Bonds. 19. Refunded Bonds. The Refunded Bonds being refunded by the Series 20 [A] Bonds consist of the Series 20_ Bonds maturing in the years 20 through 20 , inclusive, outstanding in the aggregate principal amount of $ 20. Net Present Value Savings. The Net Present Value Savings is % of the par amount of the Refunded Bonds, as shown on Schedule 2 to this Certificate. 21. Certification of Financial Advisors. Attached as Exhibit A to this Certificate is the Financial Advisor's Certification of Savings certifying that, as of the date of this Certificate, the refunding of the Refunded Bonds will reduce the total debt service payments on the Outstanding Senior Bonds (as defined in the Master Bond Ordinance) and issuing the Series 20 [A] Bonds as proposed will generate savings that are commensurate with any risks associated with the transaction. The terms set forth in this Certificate of Final Terms are within the limitations of Section 6.1 of the Ordinance. D-3 Delivered this day of , 20_ THE METROPOLITAN ST. LOUIS SEWER DISTRICT By: Title: D-4 SCHEDULE 1 TO CERTIFICATE OF FINAL TERMS TRUE INTEREST COST D-5 SCHEDULE 2 TO CERTIFICATE OF FINAL TERMS NET PRESENT VALUE SAVINGS D-6 EXHIBIT A TO CERTIFICATE OF FINAL TERMS FINANCIAL ADVISOR'S CERTIFICATION OF SAVINGS D-7 EXHIBIT E EXECUTED CERTIFICATE OF FINAL TERMS E-1