MINUTES OF

THE INDIANAPOLIS LOCAL PUBLIC IMPROVEMENT BOND BANK

Minutes of the Special Meeting of the Board of Directors

August 20, 2007

MEMBERS PRESENT: Mary Titsworth-Chandler

Jacob Hall

Tom O’Donnell

Kathy Minx

MEMBERS ABSENT DeVonne Richburg-Pollard

BOND BANK PRESENT:

Jeff Qualkinbush, Barnes & Thornburg

Tom Surgener, Chase

Lou McElwain, Chase

David Lewis, Chase

Larry Richardson, A.G. Edwards

Curt Fritsch, CRF Financial Group

Jay Ryals, Fifth-Third

Teery Leffew, Raymond James

Hans Steck, Bingham McHale

Angie Steeno, Crowe Chizek

Deron Kinter, Bingham McHale

Kostas Poulakidas, Kreig DeVault

Tom Guevara, Crowe Chizek

Sharon Karst, BNY

Molly Williams, IDI

Greg Taylor, Coleman, Stevenson, &Graham

David Girton, Liger

Marya Overby, City

Courtney Knight, Rice Financial

Adrienne Archia, Rice Financial

Jim Garrard, City

A Special Meeting of the Indianapolis Local Public Improvement Bond Bank (“Bond Bank”) convened at 12:00 noon, Monday, August 20, 2007 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. Chair Mary Chandler called the meeting to order after determining that a quorum was present.

Chair Chandler asked for approval of the July 15, 2007. She stated that she had one correction for the minutes, which was a punctuation removal request and it was noted for change. Ms. Kathy Minx made the motion to approve the minutes, seconded by Mr. Jacob Hall. All voted in favor and the motion passed.

The first order of business was Resolution No. 13-Ertel Redevelopment Project. Ms. Barbara Lawrence gave a brief overview of the resolution stating that the City of Indianapolis began working on it several months ago. She stated that she and Mr. Jim Garrard (Mayor’s Office) have worked closely on the project. It is a redevelopment of the old Ertel Manufacturing Plant which is one of the worst brownfield sites in the city; if not the state. The City would like to enter into a financing not to exceed $5 million dollars and they would also hope to draw down the proceeds to finish with the work. She then stated that there will then be TIF (Tax Increment Financing) revenues from a newly created TIF, grants from the State and interest proceeds which are being pursued from insurance companies which were in effect at the time of contamination. Ms. Lawrence stated that it is a very good project and they hope that it will result in a redevelopment.

Ms. Kathy Minx asked of there was a likelihood of insurance proceeds. Mr. Jim Garrard stated that the insurance would be approximately $14 million in coverage. Mr. Jake Hall asked if it would cost upwards of $5 million to remove the building. Chair Chandler asked when the remediation of the site would be completed. Mr. Garrard stated that it is anticipated to be in December 2007.

Chair Chandler asked for a motion to approve resolution 13. Ms. Kathy Minx made the motion to approve, seconded by Mr. Tom O’Donnell. All voted in favor and the motion passed.

The next order of business was Resolution 14: County Option Income Tax (COIT) Notes. Ms. Katherine Aeschliman stated that the resolution authorizes the 2007 COIT Notes at an amount not to exceed $36 million at a rate not to exceed 8%. The notes allow the city and county to capitalize on the final 1/10 of 1 percent increase in the COIT rate, as adopted by the city county council in 2005 as well as a one-time distribution from the State of Indiana’s COIT reserve fund in an amount of approximately $20 million.

Chair Chandler asked for a motion to approve resolution 14. Mr. Jacob Hall made the motion to approve, seconded by Ms. Kathy Minx. All voted in favor and the motion passed.

The next item to be discussed was the amendment of Resolution 12: Colts/Stadium Contribution Financing. Ms. Lawrence gave a brief overview of the changes. She stated that they are asking the Board to consider approval of changes to clauses four and twelve.

Chair Chandler asked for a motion to approve the amended resolution. Mr. Jacob Hall made the motion to approve, seconded by Ms. Kathy Minx. All voted in favor and the motion passed.

The next order of business was the Indianapolis Bond Bank quarterly budget. Ms. Laurie Canatsey gave a brief update on the status of the budget to the Board.

Ms. Kathy Minx asked Ms. Canatsey if she could reflect the year-to-date to annual budget during the next meeting. Ms. Canatsey stated that some of the items that exceeded the budget were due to charitable contributions by the Bond Bank. Chair Chandler asked Ms. Canatsey if she anticipated any additional budgeted items to exceed their anticipated amount. Ms. Canatsey stated that she did not anticipate that it would. Chair Chandler also stated that the Bond Bank would need to curb their charitable contributions in the future.

The next order of business was upcoming issues and Ms. Barbara A. Lawrence gave a brief overview of the issues that would be coming before the Board in the next few months. She first discussed the Pension Obligation Bonds, which be at an amount up to $125 million. The capital project would be in the $100 million range. Ms. Lawrence explained what she and the team would be working on. The next item was the Department of Waterworks and she explained the project to the Board.

Chair Chandler asked for a motion to adjourn. Mr. Thomas O’Donnell made the motion, seconded by Ms. Kathy Minx. All voted in favor and the motion passed.

Chair Chandler adjourned the meeting at 12:17 p.m.