THE CITY OF ST.

LOUIS,
MISSOURI

$36,410,000
SUBORDINATED PARKING REVENUE REFUNDING BONDS
Series 2015B

December 10, 2015

BOND PURCHASE CONTRACT

Supervisor of Parking Meters

The City of St. Louis, Missouri
1200 Market Street
St. Louis, Missouri 63102

Ladies and Gentlemen:

The undersigned, IFS Securities, Inc. (the "Representative") and Siebert, Brandford Shank &
Co., LLS (collectively, the "Underwriters"), hereby offer to purchase from The City of St. Louis,
Missouri (the "City"), acting through the Supervisor of Parking Meters (the "Issuer"), duly organized
and existing under the constitution and laws of the State of Missouri (the "State"), $36,410,000
aggregate principal amount of its Subordinate Parking Revenue Refunding Bonds Series 2015B (the
"Bonds"). This offer is made subject to the acceptance of this Bond Purchase Contract (this "Bond
Purchase Contract") by the Issuer on or before 6:00 p.m.. Central Daylight Time, on the date hereof
and, if not so accepted by such time, this offer may be withdrawn by the Underwriters at any time
prior to such acceptance. Upon execution of this Bond Purchase Contract by the Issuer, this Bond
Purchase Contract will be binding upon the Issuer and the Underwriters. Capitalized terms contained
in this Bond Purchase Contract shall have the meaning given such terms in Trust Indenture dated as
of December 1 , 2006 (the "Original Indenture"), as amended and supplemented by Supplemental
Trust Indenture No. 5 dated as of December, 28, 2015 (the "Supplemental Trust Indenture No. 5"
and together with the Original Indenture the "Indenture"), by and among the Issuer, the Parking
Commission of the City of St. Louis (the "Parking Commission") and UMB Bank, N.A., St. Louis,
Missouri, as trustee (the "Trustee").

The Bonds are issued under authority of the constitution and laws of the State of Missouri,
including Section 82.470 et seq. of the Revised Statutes of Missouri, 2000, as amended, (the "Act")
and Ordinance No. 69917 adopted by the Board of Aldermen of the City and approved by the
Mayor of the City (the "Ordinance"). The Bonds are special obligations of the Issuer, payable solely
from, and secured as to the payment of principal of, redemption premium, if any, and interest, by
the Trust Estate and any additional revenues from any source whatsoever that may at any time be
pledged to secure any bonds issued pursuant to the Indenture, all on a parity basis but subject to the
terms of the Indenture. The Bonds do not constitute an indebtedness of the Issuer within the
meaning of any constitutional or statutory limitation or provision, and the taxing power of the
Issuer is not pledged to the payment of the Bonds, either as to principal, premium (if any) or
interest.

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 The proceeds of the Bonds, together with other available funds, if any, will be used (i)
refund in advance of maturity the Refunded Bonds; (ii) to fund the Debt Service Reserve Requirement
in the Debt Service Reserve Fund created pursuant to the Indenture; and (iii) to pay the bond
insurance premium and other costs o f issuing the Bonds.
The words 'Transaction Documents" when used herein shall mean, individually and collectively,
the following: the Indenture; Supplemental Indenture No. 5, the Tax Compliance Agreement; the
Continuing Disclosure Agreement dated as of December 1, 2015, between the Issuer and UMB Bank,
N.A. (the "Continuing Disclosure Agreement"); the Official Statement (hereinafter defined); the City
Agreement (as defined in the Indenture); this Bond Purchase Contract and any and all other documents or
instruments which evidence or are a part of the transactions referred to herein or in the Official Statement
or contemplated hereby or by the Official Statement, provided, however, that when the words
"Transaction Documents" are used in the context of the authorization, execution, delivery, approval or
performance of Transaction Documents by a party hereto, the same shall mean only those Transaction
Documents that provide for or contemplate authorization, execution, delivery, approval or performance
by such party.

1. PURCHASE AND SALE OF BONDS; PUBLIC OFFERING. Upon the terms and
conditions and upon the basis of the respective representations, warranties and covenants herein set
forth, the Underwriters agree to purchase from the Issuer, and the Issuer agrees to sell to the
Underwriters, all (but not less than all) of the Bonds at a purchase price of $39,149,876.15 (which
equals the par amount of the Bonds, plus $ 3,012,951.15 net original issue premium, less an underwriter's
di s count o f $273,075.00). The Bonds shall mature on the dates and in the amounts and shall bear
interest at the rates described in Schedule I hereto, and shall have such other terms as are set forth in the
Indenture.

The Underwriters intend to make an initial bona fide public offering of all of the Bonds at a price
or prices not in excess of the public offering price or prices set forth in Schedule I hereto. The
Underwriters may subsequently change such offering price or prices. The Underwriters agree to notify
the Issuer of such changes, if such changes occur prior to the Closing Time (as hereinafter defined), but
failure so to notify the Issuer shall not invalidate such changes. The Underwriters may offer and sell the
Bonds to certain dealers (including dealers depositing Bonds into unit investment trusts) at prices lower
than the public offering prices set forth in Schedule I.

2. OFFICIAL S TATEMEN T.

(a) Delivery; Rule 15c2-12. The Issuer has delivered prior to the execution of this Bond
Purchase Contract or shall deliver within seven business days hereafter to the Underwriters, unless
otherwise agreed, the Official Statement relating to the Bonds (which, together with the cover page and
all exhibits, appendices, maps, pictures, diagrams, reports and statements included therein or attached
thereto and any amendments and supplements that may be authorized for use with respect to the Bonds is
herein called the "Official Statement") executed on behalf of the Issuer by a duly authorized
representative of the Issuer in such quantity that the Underwriters may reasonably request to enable the
Underwriters to provide the Official Statement to potential customers and to comply with any applicable
rules of the Municipal Securities Rulemaking Board and the Securities and Exchange Commission (the
"SEC"). The Issuer hereby deems the information contained in the Preliminary Official Statement dated
December 8, 2015, relating to the Bonds (the "Preliminary Official Statement") to be final as of its
date, except for the omission of such information as is permitted by SEC Rule 1 5c2-12(b)( 1), such as
offering prices, interest rates, selling compensation, aggregate principal amount, principal amount per
maturity, delivery dates, ratings, identity of the Underwriters and other terms of the Bonds depending
on such matters. The Issuer agrees to provide to the Underwriters all information concerning the Issuer
necessary to comply with the requirements of SEC Rule 15c2-l 2.

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 (b) Use o f Preliminary Official Statement. The Issuer consents to the use by the
Underwriters (subject to the rights of the Issuer to withdraw such consent by written notice to the
Underwriters), prior to the date upon which the Official Statement is executed and available for
distribution, ofthe Preliminary Official Statement in connection with the public offering of the Bonds.

(c) True and Correct; Not Misleading, except for information under the captions "BOOK-
ENTRY ONLY SYSTEM" "BOND INSURANCE", "UNDERWRITING," "FINANCIAL ADVISOR,"
"RATINGS" and "TAX MATTERS," and Appendices D, E and F, as to which no statement is made, the
Issuer represents, warrants and covenants that (i) the information contained in the Preliminary Official
Statement is, and as ofthe Closing (as hereinafter defined) will be, true and correct in all material respects
and such information does not, and as of the Closing will not, contain any untrue statement of a material
fact or omit to state any material fact necessary in order to make any statement made therein, in light of
the circumstances under which it was made, not misleading and (ii) the information contained in the
Official Statement, as of the date of the Official Statement and as of the Closing, will be true and correct
in all material respects and such information, as of the date of the Official Statement and as of the date of
Closing, will not contain any untrue statement of a material fact or omit to state any material fact
necessary in order to make any statement made therein, in light ofthe circumstances under which it was
made, not misleading.

(d) Subsequent Events. If, between the date of the Official Statement and the Closing Time
(as hereinafter defined) any event shall occur which might or shall cause the Official Statement to contain
any untrue statement of a material fact or to omit to state a material fact necessary to make the statements
therein, in light of the circumstances under which they were made, not misleading, the Issuer shall notify
the Underwriters and, if in the opinion of the Underwriters such event requires the preparation and
distribution of an amendment or supplement to the Official Statement, the Issuer shall, at its expense,
amend or supplement the Official Statement in a form and manner reasonably satisfactory to the
Underwriters.

(e) Amendments or Supplements. If, after the date of this Bond Purchase Contract and until
the earlier of (i) 90 days after the "end of the underwriting period" (as defined in SEC Rule 15c2-12) or
(ii) the time when the Official Statement is available to any person from a nationally recognized municipal
securities information repository, but in no case less than 25 days following the end of the
underwriting period, an event shall occur as a result of which it is necessary, in the opinion of Bond
Counsel or counsel to the Underwriters, to amend or supplement the Official Statement in order to correct
any untrue statement of a material fact or to make any statement therein not misleading, in light of the
circumstances then existing, the Issuer shall promptly prepare and furnish to the Underwriters a
reasonable number of copies of an amendment of or supplement to the Official Statement (in form and
substance satisfactory to counsel to the Underwriters) which will amend or supplement the Official
Statement so that it will not contain an untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein not misleading. The expenses of preparing such
amendment or supplement shall be borne by the Issuer. For the purpose of this subsection, the Issuer
shall furnish to the Underwriters such information with respect to itself as the Underwriters may from
time to time reasonably request.

(f) Advertisements. No tombstone or other advertisement of the sale of the Bonds by the
Underwriters or the Issuer shall be published unless such tombstone or other advertisement is submitted
first to the Issuer and the Issuer approves such tombstone or other advertisement in writing.

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 3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE CITY. The City
hereby represents, warrants and covenants as follows:

(a) Organization and Existence. The City is duly organized and existing under the constitution
and laws of the State.

(b) Power o f the City. The City has all requisite power and authority under the constitution and
laws ofthe State to enter into and perform its obligations under the Transaction Documents.

(c) Authorization. Prior to the Closing, the City will have taken all action necessary to be taken
by it for the authorization, execution and delivery by the City of the Transaction Documents and all other
agreements and documents which may be required to be authorized, executed and delivered by the City in
connection with the Bonds. The Ordinance has been duly adopted by the Board of Aldermen of the
City, has not been modified, amended or rescinded and is in full force and effect.

(d) No Litigation. Except as may be described in the Official Statement, there is no action,
suit, proceeding, inquiry or investigation at law or in equity or before or by any court, public board
or body pending or, to the knowledge o f the City, threatened against or affecting the City (or, to
the knowledge of the officers of the City, any meritorious basis therefor) wherein an unfavorable
decision, ruling or finding (i) would materially adversely affect the exclusion from federal gross
income of interest on the Bonds, the existence or powers of the City, the transactions contemplated
hereby or by the Official Statement or the validity or enforceability in accordance with their
respective terms o f the Transaction Documents or any agreement or instrument to which the City is
a party used or contemplated for use in connection with the transactions contemplated hereby or by
the Official Statement or (ii) would have a material adverse effect on the condition, operations or
results of operations, financial or otherwise, of the City or on any revenues, funds or other amounts
pledged for the payment o f the Bonds.

(e) No Default under Transaction Documents. No event has occurred and is continuing
which constitutes, or which with the lapse of time or the giving of notice, or both, would constitute, on
the part of the City, a breach of or an event of default under any of the Transaction Documents

(f) Continuing Disclosure. A comprehensive review of the City's compliance with its
continuing disclosure obligations was completed in October 1, 2014. The results of such review are
accurately described in the Official Statement.

4. R EP R ESE N TATI O NS, WAR R A N TI E S AN D C O V E N AN TS OF THE ISSUER.

THE ISSUER HE RE BY represents, warrants and covenants as follows:

(a) Power o f the Issuer. The Issuer has all requisite power and authority under the
constitution and laws of the State (i) to issue, sell and deliver the Bonds as contemplated
by the Transaction Documents and the Official Statement, (ii) to enter into and perform
its obligations under the Transaction Documents and to execute and deliver the Official
Statement and (iii) to pledge and assign the Trust Estate to the Trustee in accordance with
the Indenture.
(b) Authorization. Prior to the Closing, the Issuer will have taken all action necessary to
be taken by it for: (i) the authorization, issuance and sale of the Bonds upon the terms set
forth herein and in the Official Statement; (ii) the authorization, execution and delivery
by the Issuer of the Transaction Documents and all other agreements and documents
which may be required to be authorized, executed and delivered by the Issuer in order to

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 carry out, give effect to and consummate the transactions contemplated hereby and by the
Official Statement and (iii) the pledge and assignment of the Trust Estate to the Trustee
under the Indenture. This Bond Purchase Contract has been duly authorized, executed
and delivered by the Issuer.
(c) Valid and Binding Obligations. The Bonds, when executed, authenticated, delivered
and paid for as herein and in the Indenture provided, and the Transaction Documents,
when executed, will have been duly authorized, executed, issued (in the case of the
Bonds) and delivered and will constitute legal, valid and binding obligations of the
Issuer, enforceable in accordance with their respective terms, subject as to enforcement
to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting
creditors' rights and to equitable principles, whether considered at law or in equity, and
except that the enforcement of the indemnification and contribution provisions set forth in
Section 10 hereof may be limited by federal and state securities laws.

(d) No Conflict. The authorization, execution, issuance (in the case of the Bonds) and
delivery by the Issuer of the Bonds, the Transaction Documents and the other documents
contemplated hereby and by the Official Statement to be executed and delivered by the
Issuer, and compliance by the Issuer with the provisions thereof, and the pledge and
assignment of the Trust Estate to the Trustee in accordance with the Indenture, do not and
will not conflict with or constitute on the part of the Issuer a breach of any of the terms,
conditions or provisions of, or a default under, any existing law, court or administrative
regulation, decree, order, agreement, indenture, mortgage, lease or instrument by which the
Issuer is bound or to which it or any of its property is subject.
(e) No Litigation. Except as may be described in the Official Statement, there is no action,
suit, proceeding, inquiry or investigation at law or in equity or before or by any court,
public board or body pending or, to the knowledge of the Issuer, threatened against or
affecting the Issuer (or, to the knowledge of the officers of the Issuer, any meritorious basis
therefor) wherein an unfavorable decision, ruling or finding (i) would materially adversely
affect the exclusion from federal gross income of interest on the Bonds, the existence or
powers of the Issuer, the transactions contemplated hereby or by the Official Statement or
the validity or enforceability in accordance with their respective terms of the Bonds, the
Transaction Documents or any agreement or instrument to which the Issuer is a party used
or contemplated for use in connection with the transactions contemplated hereby or by the
Official Statement or (ii) would have a material adverse effect on the condition, operations or
results of operations, financial or otherwise, of the Issuer or on any revenues, funds or other
amounts pledged for the payment of the Bonds.
(f) Securities Laws Cooperation. The Issuer agrees to cooperate reasonably with the
Underwriters and their counsel in any endeavor to qualify the Bonds for offering and sale, or
in connection with any application for exemption from such qualification, under the securities
or "Blue Sky" laws of such jurisdictions of the United States as the Underwriters may
request; provided that the Issuer shall not be required with respect to the offer or sale of the
Bonds, or otherwise, to file written consent to suit or to file written consent to service of
process in any jurisdiction. The Issuer consents to the use by the Underwriters of drafts of the
Official Statement, prior to the availability of the Official Statement, in obtaining such
qualifications or exemptions (subject to the right of the Issuer to withdraw such consent by
written notice to the Underwriters). The Underwriters shall pay all expenses and costs
(including registration and filing fees and legal fees of counsel to the Underwriters) incurred in
connection therewith.
(g) No Material Adverse Change. Since June 30, 2014, there has been no material adverse
change, and no development involving a prospective material adverse change, in the condition,
operations or results of operations, financial or otherwise, of the Issuer, except as may be
 set forth in the Official Statement.
(h) No Default under Transaction Documents. No event has occurred and is continuing
which constitutes, or which with the lapse of time or the giving of notice, or both, would
constitute, on the part of the Issuer, a breach of or an event of default under any of the
Transaction Documents.

(i) Continuing Disclosure. The Supervisor of Parking Meters has complied in all material
respects with its continuing disclosure obligations for the past five years.

0) No Additional Consent Required. The Issuer hereby consents to the use of the Parking
Division's audited financial statements in the Preliminary Official Statement and the Official
Statement and represents and warrants that no additional consent from its auditors is required.

5. CLOSING. At 9:00 a.m.. Central Daylight Time, on December 28, 2015, or at such other
time or such other date as shall have been mutually agreed upon by the Issuer and the Underwriters
(the "Closing Time"), the Issuer shall deliver, or cause to be delivered, to the Underwriters, the
Bonds, in definitive form duly executed by the Issuer and authenticated by the Trustee, together with
the other documents hereinafter mentioned; and the Underwriters shall accept such delivery and pay the
purchase price of the Bonds by delivering to the Issuer immediately available funds payable to the
order of the Issuer in an amount equal to the purchase price set forth in Section 1 hereof Payment for
and delivery of the Bonds shall be made in St. Louis, Missouri or in New York, New York and is
herein called the "Closing." The Bonds will be delivered to DTC in the form of one book-entry bond per
maturity for each series (and, if applicable, each interest rate within a series and maturity), each such
bond being initially issued in the principal amount maturing on each maturity date, within the period
required by DTC rules for FAST closings.

It is anticipated that CUSIP identification numbers will be printed on the Bonds, but neither the
failure to print such numbers on any Bond nor any error in the printing of such numbers shall constitute
cause for a failure or refusal by the Underwriters to accept delivery of and pay for any Bonds.

6. RIGHT TO TERMIN ATE. The Underwriters shall have the right to cancel their
obligation to purchase the Bonds upon written notification by the Underwriters to the Issuer if
between the date hereof and the date o f the Closing: (i)(A) legislation shall be enacted or be actively
considered for enactment by the Congress, or recommended to the Congress for passage by the President
of the United States, or favorably reported for passage to either House of the Congress by any committee
of such House to which such legislation has been referred for consideration, or introduced with an
effective date which would, if enacted, apply to the Bonds; or (B) a decision by a federal court of the
United States or the United States Tax Court shall be rendered, or a ruling, regulation, release or other
promulgation by or on behalf of the Treasury Department of the United States, the Internal Revenue
Service or other governmental agency shall be made or proposed, with respect to federal taxation upon
revenues or other income to be derived by the Issuer generally or upon interest on the Bonds or
securities of the general character o f the Bonds; or (C) other action or events shall have occurred or
transpired, any of which has the purpose or effect, directly or indirectly, in the opinion of Bond
Counsel or counsel to the Underwriters, of materially adversely affecting the federal income tax
consequences o f any o f the transactions contemplated in connection herewith, or in the opinion of
the Underwriters, materially adversely affects the market for the Bonds or the ability of the
Underwriters to enforce contracts for the sale of the Bonds at the contemplated offering price; or (ii)
there shall exist any fact or any event shall have occurred that either (A) makes untrue or incorrect
any statement of a material fact or material information contained in the Official Statement as then
amended or supplemented or (B) is not reflected in the Official Statement as then amended or

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supplemented but should be reflected therein in order to make the statements and information
contained therein not misleading in any material respect; or (iii) there shall be a formal declaration of
war or engagement in military conflict or hostilities whether conventional, nuclear and/or biological,
by the United States or by other sovereign state or states against the United States or the occurrence of
any military conflict or hostilities whether conventional, nuclear and/or biological, involving the United
States without the benefit of a formal declaration of war by the United States or any conflict involving
the armed forces ofthe United States shall have escalated beyond the level of such conflict as of the date
hereof or the occurrence o f any acts o f terrorists or attacks by terrorists within or outside of the borders
of the United States that would cause the effective operation of the government of the United States to
cease or which would cause the Underwriters to be unable to carry on their regular business or the effect of
which on the financial markets ofthe United States would, in the opinion ofthe Underwriters, materially
adversely affect the Underwriters' ability to market the Bonds; or the occurrence of any other national
emergency or calamity, including a natural disaster or a financial crisis, which would cause the effective
operation ofthe government ofthe United States to cease or which would cause the Underwriters to be
unable to carry on their regular business or the effect of which on the financial markets or the United
States would, in the opinion of the Underwriters, materially adversely affect the market for the Bonds
or the ability of the Underwriters to enforce contracts for the sale of the Bonds at the contemplated
offering price; or (iv) there shall be in force a general suspension of trading on the New York Stock
Exchange or a general banking moratorium shall have been declared by federal. State or New York
authorities, the effect o f which on the financial markets ofthe United States is such as would materially
adversely affect the market for the Bonds or the ability of the Underwriters to enforce contracts for the
sale o fthe Bonds at the contemplated offering price; or (v) there shall have occurred any material adverse
change in the affairs of the Issuer from that reflected in the Official Statement not otherwise
disclosed in the Official Statement; or (vi) legislation shall be enacted or considered for enactment
by the Congress, or recommended to the Congress for passage by the President of the United States, or
introduced in either House of Congress by any Committee of such House to which such legislation has
been referred for consideration, or a decision, order or decree of a court of competent jurisdiction shall
be rendered, or an order, ruling, regulation or official statement of or on behalf of the SEC or the
Municipal Securities Rulemaking Board shall be rendered or made, with the purposes or effect that the
issuance, offering or sale of the Bonds, as contemplated by this Bond Purchase Contract or by the Official
Statement, is or would be in violation of any provision of the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, or the Trust Indenture Act of 1939, as amended, or with the
purpose or effect of otherwise prohibiting the issuance, offering or sale of the Bonds as contemplated by
this Bond Purchase Contract or by the Official Statement; or (vii) in the reasonable opinion of the
Underwriters, the market price of the Bonds, or the market price generally of obligations of the general
character of the Bonds, might be adversely affected because: (a) additional material restrictions not in
force as of the date hereof shall have been imposed upon trading in securities generally by any
governmental issuer or by any national securities exchange; (b) the New York Stock Exchange or other
national securities exchange, or any governmental issuer, shall impose, as to the Bonds or similar
obligations, any material restrictions which are neither now in force nor have been announced to become
effective prior to the Closing, or increase materially those now in force or so announced, with respect to
the extension of credit by, or the charge to the net capital requirements of, underwriters; or (c) the
President of the United States of America, a member of his cabinet or the SEC, including a lesser official
acting on the behalf o f any of them, or a member of the Congress, shall have announced the intended
introduction of legislation to achieve the same effect as that described in clause (i) or (vi) of this
paragraph or (viii) if the rating of the Bond Insurer is lowered or if the Bond Insurer is placed on credit
watch with negative implications or if any material adverse information regarding the Bond Insurer's
financial condition becomes publicly available, such that it affects the marketability or market price of
Bonds in the representative's judgment.

7. CONDITIONS TO CLOSING. The obligations hereunder of each party hereto shall be

subject to (i) the performance by the other party of its obligations to be performed hereunder at and prior
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to the Closing Time, (ii)the accuracy in all material respects of the representations and warranties herein of
the other party as of the date hereof and as of the Closing Time and (iii) the following conditions,
including the delivery by the appropriate party or other entities of such documents as are enumerated herein:

(a) Execution and Delivery o f Basic Documents. At the Closing Time, (i) the Transaction
Documents shall have been authorized, executed and delivered, and shall not have been
amended, modified or supplemented except as may have been agreed to in writing by the
Underwriters, which approval shall be deemed given by the acceptance of the Transaction
Documents by the Underwriters at the Closing, (ii) the Issuer shall have executed and the
Trustee shall have authenticated the Bonds, (iii) the Official Statement has been executed and
delivered by the Issuer and (iv) the Issuer shall have duly adopted and there shall be in full
force and effect such ordinances as, in the opinion of Armstrong Teasdale LLP, St. Louis,
Missouri ("Bond Counsel"), counsel to the Underwriters and counsel to the Issuer shall be
necessary in connection with the transactions contemplated hereby.
(b) Closing Documents. At or prior to the Closing Time, the Underwriters and the Issuer
shall have received counterparts, copies or certified copies (as appropriate) of the documents
specified below in such number as shall be reasonably required. Unless otherwise specified
below all certificates and opinions shall be dated the Closing Date.

(1) Basic Documents. The following documents duly executed by the parties thereto: (A)
Original Indenture; (B) the Supplemental Indenture No. 5, (C) Tax Compliance
Agreement; (D) Continuing Disclosure Agreement; (E) Preliminary Official Statement and
Official Statement; (F) iHsBond Purchase Contract, and (G)the City Agreement.
(2) Opinions. The following legal opinions: (A) the approving opinion of Bond Counsel,
in substantially the form set forth in Appendix E of the Preliminary Official Statement, and
the supplemental opinion of Bond Counsel, in substantially the form set forth in Exhibit A
hereto; (B) the opinion o f the City Counselor of the City, in substantially the form set forth
in Exhibit B hereto; (C) the opinion of the Bell & Washington, Atlanta, Georgia, counsel to
the Underwriters, in substantially the form set forth in Exhibit C hereto, and (D) the
opinion o f Schiff Hardin (US) LLP, Disclosure Counsel in form and substance acceptable
to the City with a reliance letter to the Underwriters.
(3) General Closing Certificates. General closing certificates evidencing compliance
with applicable conditions to the Closing executed by (A) the Issuer, (B) the Underwriters,
and (C) the Trustee.
(4) Certificate of the Issuer. A certificate of the Issuer, signed by the appropriate
Issuer representative, on behalf of the Issuer, in form and substance reasonably satisfactory
to the Underwriters, counsel to the Underwriters and Bond Counsel, stating that the signers
of such certificate have examined the Official Statement, this Bond Purchase Contract and
the other Transaction Documents, and to the effect that (i) the representations and
warranties of the Issuer in this Bond Purchase Contract and the Transaction Documents
are true and correct in all material respects and not misleading on and as of the date made
and on and as of the date o f such certificate, and the Issuer has complied with all
agreements and satisfied all conditions on its part to be performed or satisfied hereunder
and thereunder at or prior to the date of such certificate; (ii) no event affecting the Issuer
has occurred since the date of the Official Statement which should be disclosed in the
Official Statement for the purpose for which it is to be used or which is necessary to be
disclosed therein in order to make the statements and information therein not misleading
in any material respect as of the date of Closing; (iii) there has been no material adverse
change, and no development involving a prospective material adverse change, in the

8
 condition, operations or results of operations, financial or otherwise, of the Issuer, from that
set forth in the Official Statement and (iv) such other matters as are reasonably requested
by any of the other parties in connection with the issuance of the Bonds.
(5) Specimen Bond. A specimen o f the Bonds.
(6) Bond Insurance Policy. Municipal Bond Insurance Policy of Assured Guaranty
Muncipal Corp.
(7) Ordinance. The Ordinance, certified by the Clerk of the Board of Aldermen.
(8) DTC Letter of Representations. The Letter of Representations between the Issuer
and DTC with respect to the Bonds.
(9) IRS Form 8038-G. The IRS Form 8038-G to be filed with the Internal Revenue
Service.
(10) Financing Statements. Copies of financing statements being filed for record with
respect to the security interest granted or assigned by the Issuer to the Trustee under the
Indenture.
(11) Rating Letter. Letter from Standard & Poor's, a division of The McGraw-Hill
Companies, Inc. (the "Rating Agency") showing the rating on the Bonds shown in the
Official Statement.
(12) Receipts. Receipts of the Underwriters for the Bonds and of the Issuer (or the
Trustee) for the purchase price of the Bonds.

(c) Other Closing Materials. Such additional legal opinions, certificates, proceedings
instruments and other documents as Bond Counsel, counsel to the Underwriters, Disclosure Counsel
or counsel to the Issuer may reasonably request, or as may be listed on a closing memorandum prepared by
Bond Counsel, to evidence compliance with all legal requirements, the truth and accuracy, as of the
Closing, of the representations herein and the due performance or satisfaction of all agreements then to be
performed and all conditions then to be satisfied.

I f any party shall be unable to satisfy the above conditions (unless waived by the other parties
hereto) to the obligations of such party to this Bond Purchase Contract, or if the obligations hereunder of
any party shall be terminated for any reason permitted by this Bond Purchase Contract, this Bond
Purchase Contract shall terminate and none of the parties hereto shall be under further obligation
hereunder, except that the respective obligations as provided in Sections 9, 10 and 11 hereof shall
continue in full force and effect.

8. CONDITIONS TO ISSUER'S OBLIGATIONS. The obligations of the Issuer hereunder a r e

subject to the performance by the Underwriters oftheir obligations hereunder.

9. SURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS. All of the

Issuer's representations, warranties and agreements contained in this Bond Purchase Contract shall remain
operative and in full force and effect, regardless of: (i) any investigations made by or on behalf of the
Underwriters; and (ii) delivery o f and payment for the Bonds pursuant to this Bond Purchase Contract.
The agreements in Section 2(a), 10 and 11 hereof shall survive any termination of this Bond Purchase
Contract.

10. INDEMNITY AND HOLD HARMLESS.

The Underwriters. The Underwriters agree to indemnify and hold harmless the Issuer, each
member, officer or employee of the Issuer and each person, if any, who has the power, directly or
indirectly, to direct or cause the direction of the management and policies of the Issuer (collectively in
this paragraph (b) called the 'Indemnified Parties"), from and against any and all losses, claims, demands,
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 damages, liabilities or expenses whatsoever which arise out of or are based upon any untrue or misleading
statement, whether actual or alleged, of a material fact contained in the Official Statement, or arising out
o f or based upon any omission, whether actual or alleged, from the Official Statement of any material fact
necessary to make the statements made therein, in light of the circumstances under which they were
made, not misleading, but only with respect to the information relating to the Underwriters or contained in
the section entitled "Underwriting" in the Official Statement, and solely and only insofar as any such loss,
claim, demand, damage, liability or expense arises out of or is based upon any untrue statement or alleged
untrue statement o f a material fact contained in and in conformity with information furnished in writing
by or on behalf o f the Underwriters to the Issuer expressly for use with reference to the Underwriters in
the Official Statement or arises out of or is based upon any omission or alleged omission to state a
material fact in connection with such information necessary to make such information not misleading.

The Issuer. The Issuer agrees, to the extent permitted by law, to indemnify and hold harmless
each Underwriter and each director, trustee, member, officer, official, partner or employee thereof and
each person, if any, who controls an Underwriter within the meaning of Section 15 o f the Securities Act
or Section 20(a) o f the Exchange Act (collectively, the "Indemnified Parties") against any losses, claims,
damages or liabilities, joint or several, to which any such Indemnified Party may become subject, under
federal laws or regulations or otherwise, insofar as such losses, claims, damages or liabilities ( or actions
with respect thereto) arise out of or are based upon (a) an allegation or determination that the Bonds or the
obligations of the City or the Issuer under the Indenture should have been registered under the Securities
Act or the Indenture should have been qualified under the Trust Indenture Act; or (b) any untrue statement
or alleged untrue statement o f any material fact set forth in the Preliminary Official Statement or the
Official Statement or the omission or alleged omission to state in the Preliminary Official Statement or the
Official Statement any material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading. The foregoing indemnity shall include
reimbursement for any legal or other expenses reasonably incurred by any such Indemnified Party in
connection with investigating or defending any such loss, claim, damage, liability or action.

In case a claim shall be made or any action shall be brought against one or more o f the
Indemnified Parties in respect o f which indemnity can be sought against the Underwriters or the Issuer as
described above, the Indemnified Parties shall promptly notify the Underwriters or the Issuer in writing,
and the Underwriters or the Issuer shall promptly assume the defense thereof, including, with the consent
of the Issuer, which consent shall not be unreasonably withheld, the employment of counsel, the payment
of all expenses and the right to negotiate and consent to settlement. Any one or more of the Indemnified
Parties shall have the right to employ separate counsel with respect to any such claim or in any such
action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the
expense of such Indemnified Party or Indemnified Parties unless the employment of such counsel has
been specifically authorized, in writing by the Underwriters or the Issuer or there is a conflict of interest
that would prevent counsel for the Underwriters or the Issuer from adequately representing both the
Underwriters, the Issuer and the Indemnified Parties. The Underwriters shall not be liable for any
settlement of any such action effected without its written consent, but if settled with the written consent of
the Underwriters or the Issuer or if there be a final judgment for the plaintiff in any such action which the
Underwriters are required hereunder to assume the defense of, the Underwriters and the Issuer agree to
indemnify and hold harmless the Indemnified Parties from and against any loss or liability by reason of
such settlement or judgment.

The covenants and agreements of the Underwriters and the Issuer contained in this Section shall
survive the delivery o f the Bonds.

11. EXPENSES. If the Bonds are sold to the Underwriters by the Issuer, the Issuer shall pay
or cause to be paid the following expenses incident to the performance of its obligations hereunder: (i)

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 the cost of preparing, duplicating (or printing), mailing and delivering the Transaction Documents,
including the costs of printing copies of the Preliminary Official Statement and the Official Statement;
(ii) the cost of preparation and printing of the definitive Bonds; (iii) the fees and disbursements of
Bond Counsel, counsel to the Underwriters, the Trustee and its counsel and the Issuer and its counsel;
(iv) the charges of any rating agency with respect to the Bonds; (v) the fees and disbursements of the
Issuer's accountants and financial advisor, if any, and (vi) all other fees and expenses reasonably
incurred in connection with the preparation of the Transaction Documents and the initial offering and
sale of the Bonds except those to be paid by the Underwriters pursuant to the last paragraph of this
Section.

To the extent not paid pursuant to the foregoing provisions, the Issuer shall pay any expenses
incident to the performance of the Issuer's obligations hereunder, and if the Bonds are not sold by the
Issuer to the Underwriters, the Issuer shall pay the Issuer's costs incurred in connection with the
transaction.

The Issuer shall pay from Cost of Issuance as invoiced by the Underwriters: (i) DALCOMP,
PSA, DTC CUSIP, Day Loan, c h a rge s and Underwriter's Counsel Fees; (ii) all advertising expenses
in connection with the public offering of the Bonds; and (iii) all travel, entertainment, postage,
photocopying, telephone, fax, computer, word processing and other similar expenses incurred by the
Underwriters in connection with the offering and distribution ofthe B onds.

12. THIRD PARTY BENEFICIARIES. The Issuer agrees that the Underwriters are and shall
be a third party beneficiary of any and all representations and warranties made by the Issuer in the
Transaction Documents, to the same effect as if the Issuer had made such representations and
warranties to the Underwriters in this Bond Purchase Contract.

13. ISSUER'S OBLIGATIONS. Any other term or provision in this Bond Purchase Contract to
the contrary notwithstanding, in no event shall any director, member, officer, employee or agent of the
City or the Issuer, or any successor or assign of any such person or entity, be liable, personally or
otherwise, for any obligation ofthe City or the Issuer under this Bond Purchase Contract.

Neither the members of the Issuer, the officers of the Issuer, nor any person executing the Bonds
shall be liable personally on the Bonds by reason of the issuance thereof No recourse shall be had for the
payment of the principal of, or premium, if any, or interest on, any of the Bonds or for any claim based
thereon or upon any obligation, provision, covenant or agreement contained in the Indenture against any
past, present or future member, director, trustee, officer, official, employee or agent of the Issuer, or any
member, director, trustee, officer, official employee or agent of any successor to the Issuer, as such, either
directly or through the Issuer or any successor to the Issuer, under any rule of law or equity, statute or
constitution or by the enforcement of any assessment or penalty or otherwise, and all such liability of any
such member, director, trustee, officer, official, employee or agent as such is expressly waived and
released as a condition of and in consideration for the execution of the Indenture and the issuance of any
ofthe Bonds.

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 14. NOTICES. Any notice or other communication to be given to the Issuer under this Bond
Purchase Contract may be given by delivering the same in writing at its address set forth above, and any
notice or other communications to be given to the Underwriters under this Bond Purchase Contract may
be given by delivering the same in writing to the Underwriters at the following addresses:

IPS Securities, Inc.

3414 Peachtree RdNE
Suite 1020
Atlanta, GA 30326
Phone: 404-382-5223
Fax: 404-461-9052

15. SUCCESSORS. This Bond Purchase Contract is made for the benefit of the Issuer and the
Underwriters (including their successors and assigns and the Indemnified Parties and their successors and
assigns) and no other person including any purchaser of the Bonds shall acquire or have any rights
hereunder or by virtue hereof

16. GOVERNING LAW. This Bond Purchase Contract shall be governed by and construed in
accordance with the laws ofthe State.

17. EFFECTIVENESS. This Bond Purchase Contract shall become effective upon your
acceptance hereof

18. CAPTIONS. The captions or headings in this Bond Purchase Contract are for convenience
only and in no way define, limit or describe the scope or intent of any provision or section of this Bond
Purchase Contract

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 19. COUNTERPARTS. This Bond Purchase Contract may be executed in any number of
counterparts, each of which so executed and delivered shall constitute an original and all o f which
together shall constitute one and the same instrument.

Very truly yours,

IPS SECURITIES

By:

Name: Keith Wakefield

Title: Managing Director, Fixed

Income

This Bond Purchase Contract is accepted and agreed to on the date first written above.

THE CITY OF ST. LOUIS, MISSOURI

By:_
Name: Francis G. Slay
Title: Mayor

By:_
Name: Darlene Green
Title: Comptroller

THE CITY OF ST. LOUIS, MISSOURI

ACTING THROUGH THE SUPERVISOR
OF PARKING METERS

By:_
Name: TishauraO. Jones
Title; Treasurer
[Seal] Attest:

By:_
Register

Approved as to Form

By:_
City Counselor

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 Very truly yours,

IFS SECURITIES

By: _

Name; Keith Wakefield

Title: Managing Director, Fixed Income

This Bond Purchase Contract is accepted and agreed to on the date first written above.

THE CITY OF ST. LOUIS, MISSOURI

By:.
Name: Francis G. Slay
Title: Mayor

By ■

Name: Darlene Green

Title: Comptroller

THE CITY OF ST. LOUIS, MISSOURI

ACTING THROUGH THE SUPERVISOR OF
PARKING METERS

Bv: _
Name: TishauraO.Jones
Title: Treasurer

Approved as to Form

City Counselor

[Signature Page to
Bond Purchase Agreement]
 SCHEDULE I
to
Bond Purchase Contract

Series 2015B Serial Bonds

Bond Component Maturity Date Amount Rate Yield Price

Serial Bond 17-26:

12/15/2017 1,285,000 5.000% 1.190% 107.373
12/15/2018 1,355,000 5.000% 1.450% 110.261
12/15/2019 1.875,000 5.000% 1.630% 112.884
12/15/2020 1,970,000 5.000% 1.800% 115.129
12/15/2021 2,070,000 5.000% 1.950% 117.092
12/15/2022 2,175,000 5.000% 2.110% 118.624
12/15/2023 2,290,000 5.000% 2.300% 119.544
12/15/2024 2,410,000 5.000% 2.470% 120.231
12/15/2025 2,535,000 5.000% 2.580% 121.142
12/15/2026 2,655,000 5.000% 2.690% 120.071

20,620,000
Term Bond:

12/15/2033 15.790.000 3.250% 96.686

36,410,000

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