MDFB Higginsville Closing Documents v2 cmp from K Barney.docPage 1 of 23

$2,397,000

MISSOURI DEVELOPMENT FINANCE BOARD

Commercial Paper Lease Revenue Notes

(Missouri Association of Municipal UTILITIES

LEASE FINANCING Program)

Series 2006A

Closing Date: February 19, 2008

______

CLOSING LIST

______

(The documents listed supplement the documents listed in the

Closing List for the Notes delivered on December 19, 2006.)

______

Document

No.

I.NOTE DOCUMENTS

A.Closing Certificates.

1.Board's Closing Certificate.

2.Sponsor's Closing Certificate.

3.Trustee's Closing Certificate, with a copy of the Note Certificate Grid attached.

4.Credit Facility Provider's Closing Certificate.

5.Settlement Instructions.

6.Dealer’s Receipt for Notes and Closing Certificate.

B.Legal Opinions.

7.Opinions of Bond Counsel:

A.Bond Opinion.

B.Supplemental Opinion.

8.Opinion of Board's Counsel.

9.Opinion of Sponsor's Counsel.

10.Opinions of Credit Facility Provider's Counsel:

A.Opinion of In-House Counsel.

B.Opinion of Peck, Shaffer & Williams LLP

11.Opinion of Dealer's Counsel, together with reliance letter.

Document

No.

II.LEASE DOCUMENTS

(See separate Closing List for the Lease.)

A.City of Higginsville, Missouri.

* * * *

((1)

)

MDFB Higginsville Closing Documents v2 cmp from K Barney.docPage 1 of 23

BOARD'S CLOSING CERTIFICATE

$2,397,000

Missouri Development Finance Board

Commercial Paper Lease Revenue Notes

(Missouri Association of Municipal Utilities Lease Financing Program)

Series 2006A

I, the undersigned, hereby certify that I am the duly appointed, qualified and acting Executive Director of the Missouri Development Finance Board (the "Board"), and as such officer I am familiar with the official books and records of the Board. In connection with the delivery by the Board of the above-referenced notes (the "Additional Notes"), which are a part of the $50,000,000 principal amount of the Board's Commercial Paper Lease Revenue Notes (Missouri Association of Municipal Utilities Lease Financing Program), Series 2006A (the "Notes"), I hereby further certify as follows:

1.ORGANIZATION AND BOARD

1.1.Due Organization. The Board is a body corporate and politic duly organized and validly existing under the laws of the State of Missouri, including particularly the Missouri Development Finance Board Act, Sections 100.250 to 100.297, inclusive, of the Revised Statutes of Missouri, as amended.

1.2.Bylaws. The copy of the Bylaws of the Board on file with Gilmore & Bell, P.C., is a true, complete and correct copy of said Bylaws, as amended, and said Bylaws have not been further amended and are in full force and effect as of the date hereof.

1.3.Resolution and Meetings. The resolution authorizing and approving the execution, issuance and sale of the Notes (the "Resolution") was duly adopted by the Board at a meeting held on July 18, 2006. The meeting was duly called in accordance with law and at said meeting a quorum was present and acted throughout. The Resolution is in full force and effect and has not been modified, amended or repealed as of the date hereof. The meeting referred to in this paragraph was open to the public and held in accordance with the procedures adopted by the Board and Sections 610.010 to 610.030 of the Revised Statutes of Missouri, as amended, and all laws amendatory thereof and supplementary thereto. A copy of the Resolution is attached as Exhibit A to the Board's Closing Certificate dated December 19, 2006 (the "Board's Closing Certificate"), executed and delivered in connection with the delivery of $9,861,000 principal amount of the Notes on that date, and a copy of excerpt of minutes of the meeting of the Board held on July 18, 2006, is attached thereto as Exhibit B.

1.4.Incumbency of Officers. The following named persons were and are the duly appointed, qualified and acting officers and members of the Board as indicated below at all times during the proceedings relating to the authorization and issuance of the Notes and on the date of execution of the documents described in paragraph 2.2 below:

Name

/ Title
Peter D. Kinder / Lieutenant Governor & Chairman
John D. Starr / Vice Chairman & Member
Larry D. Neff / Secretary & Member
Nelson C. Grumney, Jr. / Treasurer & Member
James D. Hill / Member
Paul S. Lindsey / Member
Richard J. Wilson / Member
L. B. Eckelkamp, Jr. / Member
Mary Kay Meek / Member
Gregory A. Steinhoff / Dir., Dept of Econ. Dev. & Member
Fred Ferrell / Dir., Dept of Agriculture & Member
Doyle Childers / Dir., Dept. of Natural Resources & Member
Robert V. Miserez / Executive Director & Assistant Secretary

2.NOTE TRANSCRIPTS AND LEGAL DOCUMENTS

2.1.Transcript of Proceedings. The transcript of proceedings (the "Original Transcript") relating to the authorization and issuance of the Notes and the delivery of $9,861,000 principal amount of the Notes furnished to the Trustee on December 19, 2006, together with the transcript of proceedings relating to the delivery of the Additional Notes on the date hereof (together with the Original Transcript, the "Transcripts"), includes a true and correct copy of the proceedings had by the Board and other records, proceedings and documents relating to the delivery of the Additional Notes; the Transcripts are, to the best of my knowledge, information and belief, full and complete; such proceedings of the Board shown in the Transcripts have not been modified, amended or repealed and are in full force and effect as of the date hereof; and the Transcripts have been duly filed in the official records of the Board.

2.2.Execution of Documents. The following documents have been duly executed and delivered in the name and on behalf of the Board by its duly authorized officer, pursuant to and in full compliance with the Resolution at a duly held meeting thereof as shown in the Original Transcript; the copies of said documents contained in the Original Transcript are true, complete and correct copies or counterparts of said documents as executed and delivered by the Board, and are in substantially the same form and text as the copies of such documents which were before the Board and approved by the Resolution; and said documents have not been amended, modified or rescinded and remain in full force and effect as of the date hereof:

(a)Trust Indenture dated as of December 1, 2006 (the "Indenture"), among the Board, the Missouri Association of Municipal Utilities (the "Sponsor") and UMB Bank, N.A., as Trustee (the "Trustee");

(b)Dealer Agreement dated as of December 1, 2006, among Wachovia Bank, National Association (successor to A.G. Edwards & Sons, Inc..)(the "Dealer"), the Board and the Sponsor; and

(c)Tax Regulatory Agreement dated as of December 1, 2006, among the Board, the Sponsor and the Trustee.

The above-listed documents are sometimes collectively referred to herein as the "Board Documents."

2.3.Documents Authorized and Binding. The Board has, by all necessary action, duly authorized the execution, issuance and delivery of the Notes, and the execution, delivery, receipt and due performance of the Board Documents and any and all such other agreements and documents as may be required to be executed, delivered and received by the Board in order to carry out, give effect to and consummate the transactions contemplated by the Board Documents and the Resolution. The Notes and the Board Documents, as executed and delivered, and the Resolution, as adopted, constitute legal, valid and binding obligations of the Board in accordance with their respective terms (except insofar as the enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws or equitable principles of general application affecting the rights and remedies of creditors and secured parties, and except as rights to indemnity, if any, may be limited by principles of public policy).

2.4.Execution of Notes; Signatures and Seals. Pete Kinder, as Chairman, and Robert V. Miserez, as Assistant Secretary, duly signed and executed the Notes by manual or facsimile signatures in the aggregate principal amount of up to $50,000,000, consisting of one fully registered note, and on the date of the Notes, and on the date when the Notes were executed by them, they were the officials indicated by their signatures on the Notes. The signatures of them and each of them, as such officials, respectively, on the Notes, are their true and genuine signatures, and the seal affixed on the Notes at the time of their execution was and is the duly authorized and adopted official seal of the Board and was thereto affixed by the authority and direction of the governing body of the Board, and is the seal affixed to this Certificate. Affidavits containing the respective signatures of Pete Kinder, as Chairman, and Robert V. Miserez, as Assistant Secretary, copies of which are attached as ExhibitC to the Board's Original Closing Certificate, were on file in the Office of the Secretary of State of Missouri pursuant to Section 105.274 of the Revised Statutes of Missouri at the time of the execution of the Notes, and we hereby ratify, confirm and adopt the facsimile signatures on the Notes as a proper execution of the Notes.

2.5.Representations in the Board Documents. Each of the representations and warranties of the Board made in the Board Documents were accurate and complete when made and are accurate and complete in all material respects as of the date hereof as if made on the date hereof, and all agreements to be complied with and obligations to be performed by the Board under the Board Documents on or prior to the closing date of the Additional Notes have been complied with and performed.

2.6.No Event of Default. At the date hereof, no Event of Default of the Board specified in the Board Documents, and no event which, with the giving of notice or the lapse of time or both, would become such an Event of Default of the Board under the Board Documents, has occurred.

3.LEGAL MATTERS.

3.1.NonLitigation. There is no action, suit, proceeding or, to the knowledge of the Board, any inquiry or investigation at law or in equity or before or by any public board or body pending or, to the knowledge of the Board, threatened against or affecting the Board, its officers or its property or, to the best of the knowledge of the Board, any basis therefor, wherein an unfavorable decision, ruling or finding would adversely affect the Board, the transactions contemplated by the Notes, the Resolution or the Board Documents or the validity or enforceability of the Notes, the Resolution or the Board Documents.

3.2.No Legal Violation. The execution and delivery of the Board Documents, the performance of the terms thereof by the Board and the issuance, sale and delivery of the Notes will not violate any provision of Missouri law, or any resolution or ordinance of the Board, or any applicable judgment, order, rule or regulation of any court or of any public or governmental agency or authority, and will not conflict with, violate or result in the breach of any of the provisions of, or constitute a default under, any indenture, mortgage, deed of trust or other agreement or instrument to which the Board is a party, or by which it or its properties are bound.

3.3.No Interested Officers. To the Board's knowledge, no officer, director or employee of the Board has any pecuniary interest, either directly or indirectly, in any contract, employment, purchase or sale made with respect to the Notes or the transactions contemplated by the Board Documents.

3.4.Approvals. All approvals, consents, authorizations and orders required to be obtained by the Board in connection with the issuance, sale and delivery of the Notes and the execution and delivery of the Board Documents and the performance of the terms thereof by the Board have been duly obtained.

3.5.Commercial Paper Offering Memorandum. To the Board’s knowledge, the information contained in the Commercial Paper Offering Memorandum dated December 13, 2006 (the "Commercial Paper Offering Memorandum"), under the captions "THE ISSUER" and "ABSENCE OF MATERIAL LITIGATION - The Issuer" is true in all material respects and does not contain any untrue statement of a material fact and does not omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. The Board has not participated in the preparation of the Commercial Paper Offering Memorandum and has not verified the accuracy of the information therein, other than information respecting the Board.

4.INSTRUCTIONS TO THE TRUSTEE

4.1.Request to Authenticate and Deliver Notes. Pursuant to Section 2.07 of the Indenture, the Trustee is hereby requested and authorized by the Board to authenticate Additional Notes as Initial Notes (as defined in the Indenture) and to deliver the Additional Notes to or at the direction of the Dealer, upon payment to the Trustee for the account of the Board of the purchase price in the amount equal to their principal amount.

Dated: February 19, 2008.

Signature Official Title

______Executive Director

Robert V. Miserez

-1-

MDFB Higginsville Closing Documents v2 cmp from K Barney.docPage 1 of 23

SPONSOR'S Closing Certificate

$2,397,000

Missouri Development Finance Board

Commercial Paper Lease Revenue Notes

(Missouri Association of Municipal Utilities Lease Financing Program)

Series 2006A

We, the undersigned, hereby certify that we are the duly appointed, qualified and acting officers of the Missouri Association of Municipal Utilities (the "Sponsor"), and as such officers we are familiar with the official books and records of the Sponsor. In connection with the delivery by the Missouri Development Finance Board (the "Board") of the above-referenced notes (the "Additional Notes"), which are a part of $50,000,000 principal amount of Missouri Development Finance Board Commercial Paper Lease Revenue Notes (Missouri Association of Municipal Utilities Lease Financing Program), Series 2006A (the "Notes"), we hereby further certify as follows:

1.Due Organization. The Sponsor is a corporation duly incorporated, organized and in good standing under the laws of the State of Missouri. Attached as Exhibit A to the Sponsor's Closing Certificate dated December 19, 2006 (the "Sponsor's Original Closing Certificate"), executed and delivered in connection with the delivery of $9,861,000 principal amount of the Notes on that date, is a certificate of corporate good standing of the Sponsor in the State of Missouri.

2.Articles of Incorporation and Bylaws. Attached as Exhibit B to the Sponsor's Original Closing Certificate is a true and correct copy of the Articles of Incorporation of the Sponsor in effect on the date hereof, as certified by the Secretary of State of Missouri, and said Articles of Incorporation have not been amended and are in full force and effect as of the date hereof. Attached as Exhibit C to the Sponsor's Original Closing Certificate is a true and correct copy of the Bylaws of the Sponsor and in effect on the date hereof and said Bylaws have not been amended and are in full force and effect as of the date hereof.

3.Incumbency of Officers. The persons signing this certificate and the Transaction Documents described in paragraph 5 of this Certificate were on the date or dates of the execution of this certificate and the Transaction Documents, and are on this date, the duly appointed or elected, qualified and acting officers of the Sponsor, holding the respective offices set opposite their names, and the signatures set opposite their respective names appearing at the end of this certificate and the respective Transaction Documents are their true and genuine signatures.

4.Resolutions. Attached as Exhibit D to the Sponsor's Original Closing Certificate are true, correct and complete copies of resolutions presented to the Board of Directors of the Sponsor at a meeting thereof duly called, convened and held on June 8, 2006, at such meeting a quorum was present and voted throughout and said resolutions were duly adopted. Said resolutions do not, and did not, in any manner contravene the Articles of Incorporation or Bylaws of the Sponsor as such Articles of Incorporation and Bylaws now exist and as they existed as of the date of adoption of said resolutions. Said resolutions have not been amended, repealed or modified in any manner except as therein stated and are on the date hereof still in full force and effect.

5.Authorization, Execution and Delivery of Transaction Documents. The following documents (the "Transaction Documents") have been duly authorized, executed and delivered in the name and on behalf of the Sponsor by its duly authorized officers, pursuant to and in full compliance with the resolutions of the Board of Directors of the Sponsor referred to in paragraph 4 of this certificate; the copies of said documents contained in the transcript of proceedings relating to the authorization and issuance of the Notes and the delivery of $9,861,000 principal amount of the Notes delivered to the Trustee on December 19, 2006, are true, complete and correct copies or counterparts of said documents as authorized, executed and delivered by the Sponsor, and are in substantially the same forms submitted to and approved by the Board of Directors of the Sponsor at the meeting described in paragraph 4 of this certificate with only such changes therein as have been approved by the officer of the Sponsor executing the same; and said documents have not been amended, modified or rescinded in any manner and are in full force and effect on the date hereof:

(a)Trust Indenture dated as of December 1, 2006 (the "Indenture"), among the Board, the Sponsor and UMB Bank, N.A., as Trustee (the "Trustee");

(b)Letter of Credit and Reimbursement Agreement dated as of December 1, 2006, between the Sponsor and U.S. Bank National Association (the "Credit Facility Provider");

(c)Dealer Agreement dated as of December 1, 2006, among Wachovia Bank, National Association (successor to A.G. Edwards & Sons, Inc..) (the "Dealer"), the Board and the Sponsor; and

(e)Tax Regulatory Agreement dated as of December 1, 2006, among the Board, the Sponsor and the Trustee.

6.Compliance with Transaction Documents. The Sponsor has performed and complied with all the agreements and satisfied all the conditions on its part to be performed and satisfied by Sponsor under the Transaction Documents at or prior to the date hereof.

7.Representations and Warranties. The representations, statements and warranties of Sponsor set forth in the Transaction Documents are true and correct in all material respects as of the date hereof as if made on the date hereof.

8.No Default. No condition or event exists that constitutes, or with the lapse of time or the giving of notice or both would constitute, an event of default under any of the Transaction Documents.