MINUTES OF

THE INDIANAPOLIS LOCAL PUBLIC IMPROVEMENT BOND BANK

Minutes of the Special Meeting of the Board of Directors

February 25, 2008

MEMBERS PRESENT: Briane House

Fred Miller

Justin Christian

Sahara Williams

Jim Carr

BOND BANK PRESENT:

Ann Forey, US Bank

Bruce Donaldson, Barnes & Thornburg

John Kirkwood, Krieg Devault

Jim Merten, City Securities

David Girton, SBK Brooks

Curt Fritsch, CRF Financial Group

Terry Leffew, Raymond James

Diana Hamilton, Sycamore Advisors

Dennis Otten, Bose McKinney

Hans Steck, Bingham McHale

David Lewis, Chase

Mike Claytor,

Kostas Poulakidas, Kreig DeVault

Dawn Tabler, KeyBank

Sharon Karst, BNY

Molly Williams, IDI

Tom Guevara, Crowe Chizek

Steve Meno, Fifth Third

A Special Meeting of The Indianapolis Local Public Improvement Bond Bank (“Bond Bank”) convened at 12:00 noon, Monday, February 25, 2008, in the City-County Building, 200 East Washington Street, Suite 224 Indianapolis, Indiana, pursuant to notice given in accordance with IC 5-14-1.5. Mr. House called the meeting to order after determining that a quorum was present.

The first item on the agenda was approval of the minutes. Mr. House asked for a motion to approve the January 24, 2008 minutes. Ms. Williams made the motion to approve, seconded by Mr. Miller. All voted in favor and the motion passed. Mr. House then asked the Board for approval of the January 30, 2008. Mr. Christian made the motion to approve, seconded by Mr. Jim Carr. All voted in favor and the motion passed.

The next order of business was an update from Mr. Kevin Taylor the Board on the Marion County Bond Anticipation Notes - Voting Equipment. He has been working with Marion County to pay the Bond Anticipation Notes which are due March 1, 2008. The $11.1 million to fund the mandated voting equipment upgrades for Marion County. The County has received Federal reimbursement dollars in the amount of $7.4 million disbursed through the Indiana Secretary of State. The monies were applied to roll down the Bond Anticipation Notes. Since the notes have been rolled the maximum number of five (5) times. There has not been a funding mechanism put in place to cover the full principal and interest for the equipment. The County has to work out funding mechanisms to reimburse itself. The current outstanding balance is $7.15 million in principal and $280,000 (interest) is due. A sum of $2.2 million that will be offset by the balance of the federal reimbursement, leaving $4.9 million to be paid by the County. There will be a three-to-five-year term obligation, and possibly a lease buy-back, considered. No formal action was needed.

Mr. Kevin Taylor next gave a brief update to the Board on the status of the outstanding variable rate debt of the Bond Bank. The five variable rate bond issues total $624 million. The total outstanding is approximately $3.3 billion. The critical portion of the debt issues is the 2004A Waterworks Bonds ($50 million), are the only auction rate bonds, they are on a 35–day reset mode and to date the rate exposure is at 8-9% or 12%. The Bond Bank’s intent is to eliminate the auction rate obligation. The bonds are MBIA-insured and its downgrade in credit rating has nothing to do with the creditworthiness of the Department of Waterworks.

The next order of business was an update on the IAA – Midfield Terminal bond issue. Mr. Taylor has been in talks with Mr. Jeremiah Wise with the Airport Authority which is preparing for a bond issue on final sizing of the Midfield Terminal project. The estimated bond issuance should be approximately $450 million. This should come before the Board late Spring.

Mr. Taylor next introduced the Bond Banks two new staff members, Mr. Deron Kintner, Deputy Director/General Counsel, and Mr. Dario Requiz, Project Manager.

Mr. House commented on additional Bond Anticipation Notes that are outstanding with no issuance undertaken or anticipation the bond. He requested that the Board be provided with an overview of the BAN requiring attention for long-term funding.

Mr. Taylor then explained the general reading materials provided to the Board in order to understand the fundementals of what the Bond Bank does.

Mr. House adjourned the meeting at 12:22 p.m.