MINUTES OF

THE INDIANAPOLIS LOCAL PUBLIC IMPROVEMENT BOND BANK

Minutes of the Special Meeting of the Board of Directors

March 16, 2009

MEMBERS PRESENT: Briane House

Fred Miller

Jim Carr

MEMBERS ABSENT: Sahara Williams

Justin Christian

BOND BANK PRESENT:

OTHERS PRESENT:

Sharon Karst, Bank NY Mellon John Kirkwood, Kreig DeVault Kim Wilson, UMB Bank David Girton, Melvin & Company

Molly Williams, IDI Julie Bolling, Kreig DeVault

Hans Steck, Bingham McHale Tamara Zahn, IDI

Jay Ryals, Fifth-Third Paul Jones, Ice Miller

Steve Meno, Fifth-Third Eric Green, Backstrom, McCarley& Berry

Katie Aeschliman, KeyBank Sue Beesley, Bingham McHale

Gregory Reynolds, SBK Brooks Brad Shaw, Hilliard Lyons

Jim Merten, City Securities Dennis Otten, Bose McKinney

Diana Hamilton, Sycamore Advisors Tom Guevara, Crowe Harworth

David Wimmer, Hilliard Lyons Bruce Donaldson, Barnes & Thornburg

Randy Ruhl, City Securities Brenda Horn, Ice Miller

Tyler Kalachink, Ice Miller Kris Butler, FHRA

Derick Rush, Bank NY Mellon Daryl Mergenthal, Bank of NY Mellon

Curt Fritsch, CRF Group Nancy Dorsa, Chase Bank

Terry Leffew, Raymond James

A Special Meeting of the Indianapolis Local Public Improvement Bond Bank (“Bond Bank”) convened at 12:00 noon, Monday, March 16, 2009 in the City-County Building, 200 East Washington Street, Suite 107, 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.

Mr. House first offered well wishes to one of the members of the Board, Mr. Christian, on the new addition to his family. Mr. House then asked for a motion to approve the minutes of February 23, 2009. Mr. Miller made the motion to approve, seconded by Mr. Carr. All voted in favor motions passed.

Mr. House then asked Mr. Kintner to give a brief summary on Resolution No. 4- Waterworks Refunding Bonds. Mr. Kintner stated that the resolution supplements a previous resolution that was adopted in the fall of 2008 authorizing a refunding of the 2005H bonds. The resolution being presented specifies that the refinancing of the 2005H bonds will be in the form of conversion instead of a refunding, and will remove the bond issuer, MBIA. The Bond Bank will enter into a reimbursement agreement with Harris Bank to replace DEPFA Bank as the liquidity provider. Mr. Miller asked the amount of the bond issue. Mr. Kintner stated that it would be approximately $50 million. Mr. Miller asked the amount of the 2005H bonds. Mr. Kintner stated that it is approximately $47.8 million.

Mr. House asked for a motion to approve the first amendment to Resolution No. 4. Mr. Miller made the motion, seconded by Mr. Carr. All voted in favor and the motion passed.

Next to be discussed was Resolution No. 5 – Fort Harrison Reuse Authority. Mr. Kintner explained that the Fort Harrison Reuse Authority (the “Authority”) was created to assist in the development and redevelopment of the Fort Harrison area. In 2006, the Authority issued bonds through the Bond Bank, and the Authority has returned to the Bond Bank again because the City of Indianapolis’ moral obligation pledge will back the bonds in order to achieve lower interest rates. Mr. Kintner introduced Ms. Kris Butler, Executive Director of the Authority. Ms. Butler provided a handout to the Board and gave a brief summary of the project. She stated that the Authority was created to find the best use for the Fort Harrison property. The project is approximately a $9 million infrastructure and construction project fully funded by TIF from the area. She then explained the 95 acre parcel to be named “Lawrence Village at the Fort.” She stated that it will be a “mixed use” community. She also stated that in order for the plan to take shape, they would have to build roads, sidewalks, landscaping and bury utilities.

Mr. Kintner then explained that due to the economic development area being in the City of Lawrence, the Qualified Entity bond issue will go through the City of Lawrence as a redevelopment district TIF bond. Mr. Miller asked what the savings would be in going through the Bond Bank. Mr. Kintner asked Mr. Randy Ruhl, underwriter with City Securities, to explain. Mr. Ruhl stated that the Bond Bank offers a much lower interest rate due to its name and the City of Indianapolis’ moral obligation pledge. He stated that looking at the issue on the current day, the interest would be less than 4.5% by issuing through the Bond Bank, and the interest rate would be ½ percent or higher if it were to be done on its own. Mr. Taylor added that the Bond Bank has submitted a resolution to the City-County Council for the approval of the moral obligation pledge. Mr. Miller asked what would be the overall benefits to the taxpayers of Marion County for the project. Ms. Butler explained that it provides a destination for people in the area and for those who visit the area, which can bring in additional revenues. She explained the different activities that go on in the area on an on-going basis that make the development viable. Mr. House added that he feels the development has been a remarkable success and if not properly done it could cause significant degredation to the area. Mr. Taylor stated that due to the success of the Fort Harrison redevelopment, the project has garnered national attention.

Mr. Kintner stated that as the receipts for the projects are received through the Bond Bank, the Bond Bank will then forward the invoices to the Q.E. for payment. Mr. House asked Ms. Butler to explain the government structure. Ms. Butler gave a breakdown of the government entities of the City of Lawrence that oversee the projects and activites.

Mr. House asked for a motion to approve Resolution No. 5. Mr. Miller made the motion, seconded by Mr. House. All voted in favor and the motion passed.

Mr. Taylor updated the Board on the rating status of Waterworks. He explained that Fitch Ratings Agency downgraded the rating on the outstanding Waterworks bonds to A+ from AA-.

There being no further questions, Mr. House adjourned the meeting at 12:22p.m.