MINUTES OF

OTHERS PRESENT:

John Goss, Bond Bank- IDI Tyler Kalachnik, Ice Miller, LLP

Sharon Karst, Bank NY Mellon John Kirkwood, Kreig DeVault Kim Wilson, UMB Bank Sandra Mowell, Citizen

Molly Williams, IDI Brenda Horn, Ice Miller, LLP

Tamara Zahn, IDI Julie Bolling, Kreig DeVault

Hans Steck, Bingham McHale Bob Kocher, Bank of NY Mellon

Angie Steeno, Crowe Chizek Brian Shaw, Hilliard Lyons

Dawn Tabler, KeyBank Steve Meno, Fifth Third Bank

Karl Sturbaum, Bose McKinney Curt Fritsch, CRF Group

Eric Green, Backstrom, McCarley & Berry Terry Leffew, Raymond James

Jim Merten, City Securities Dennis Otten, Bose McKinney

Diana Hamilton, Sycamore Advisors Tom Guevara, Crowe Harworth

Greg Reynolds, SBK Jay Ryals, Fifth Third

Maria Quintana, Chase Kevin Thompson, Morgan Keegan

Scott Schuster, Katz, Sapper & Miller Arnivan Choudhury, Katz, Sapper & Miller

Tom Coverick, KeyBank

A Special Meeting of the Indianapolis Local Public Improvement Bond Bank (“Bond Bank”) convened at 12:00 noon, Monday, June 15, 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.

For the first order of business, Mr. House asked for a motion to approve the minutes of May 4, 2009. Mr. Miller made the motion to approve, seconded by Mr. Carr. All voted in favor motion passed.

Mr. House then asked Mr. Kintner to give a brief summary on Resolution No.7- 2009 Waterworks Refunding. Mr. Kintner stated that the resolution covers the refunding of the Waterworks variable and auction-rate debt, which consist of the 2004 auction-rate bonds in the outstanding amount of $50 million, the 2005G variable-rate bonds in the outstanding amount of $388 million, and the 2005H variable-rate bonds in the outstanding amount of approximately $50 million, with a combined total of approximately $500 million. Mr. Kintner then stated that the Bond Bank first looked at the Waterworks auction-rate debt in February 1, 2008. He reminded the Board that the Bond Bank presented the first resolution to them in May, 2008; authorizing the refunding of the two $50 million portions, but due to problems with the DOW financial information and then market problems, those refundings were delayed.

Mr. Kintner then explained all the processes that have lead up to the current issuance request. He stated that the Bond Bank received the City-County Council’s authorization earlier in 2009 and was ready to move forward with the refunding. However, the Department of Waterworks, due to the 2008 financial coverage being below the bond covenant of 1.10%, instituted an emergency rate case to the Indiana Utility Regulatory Commission (IURC). The Bond Bank anticipates the results back from the IURC by June 24, 2009. The Waterworks is asking for a 17.5% increase. There are two intervening parties, the Office of the Utility and Consumer Counselor and the large rate payers, who are proposing an 11 - 12% increase.

Mr. Kintner explained that the Bond Bank had little choice but to refund with fixed-rate bonds due to the cost and lack of liquidity required to remain in variable-rate mode. He explained that the Bond Bank was informed that Harris Bank would no longer provide the liquidity for the 2005H bonds, as had been anticipated, due to the bank making an overall policy decision to get out of the market altogether. The Bond Bank then explored their remaining options. He stated that the three bond series will be refunded with one fixed rate refunding bond issue, which will include a swap termination that is currently estimated to be approximately $40 million, although that figure is fluid. He explained that the next bank bond acceleration payment due to DEPFA on July 1 necessitates the Bond Bank to take immediate action.

Mr. Kintner stated that the resolution authorizes a fixed-rate bond issue in an amount not to exceed $650 million. However, the current expectation is that the bond issue will be approximately $550 million.

There were questions regarding the IURC and the outcome if the IURC did not approve the rate increase. Mr. Kintner explained that the likely effect would be a downgrade to DOW’s ratings. He explained why Waterworks and the Bond Bank are in the current position, which is primarily due to the ratings downgrade to DEPFA and the bond insurer, MBIA.

Mr. Taylor explained the LIBOR swaps, how they are inverted and have added to the Waterworks costs. Mr. Taylor also stated that Assured Guaranty is committed to insuring all of the bonds, therefore, the AA rating would be carried. Mr. Miller asked for a breakdown of what the issuance would cover. Mr. Kintner stated that the issuance would cover for the 2005G, 2005H and 2004A bonds.

Mr. House asked for a motion to approve Resolution No. 7. Mr. Miller made the motion to approve, seconded by Mr. Carr. All voted in favor and the motion passed.

Mr. Kintner next gave a summary for Resolution No. 8 – 2009F Refunding Bonds. Mr. Kintner stated that the resolution is for the refunding of three (3) separate bond issues, involving four (4) Qualified Entities: IndyGo, Sanitary District, Redevelopment District and Building Authority. The refunding opportunity is due to the market now offering lower interest rates than what is currently being paid on the bonds. The net present value savings will be approximately $1.3-$1.5 million. The bonds are general obligation bonds, so the savings will be recognized by taxpayers, resulting in a lower budget figure each year. The total amount requested for authorization is $27.5 million. The bond issue will have both a taxable and tax-exempt piece, due to the taxable status of the Building Authority bonds that were issued in 1995, which will remain taxable.

Mr. House asked for a motion to approve Resolution No. 8. Mr. Miller made the motion to approve, seconded by Mr. Carr. All voted in favor and the motion passed.

Next to be discussed was the 2008 Bond Bank audit. Mr. Scott Schuster and Mr. Arnivan Choudhury from Katz, Sapper & Miller gave a brief summary of the audit. Mr. Schuster stated that Katz, Sapper & Miller issued a clean opinion on the audit. The scope and timing were executed as planned. Mr. Schuster then stated that the Bond Bank’s hiring of a trust manager facilitated a more efficient audit than in prior years. He then explained the remaining findings, disclosures and gave an overview of the Bond Bank’s financial statements for the audit.

Mr. Taylor gave a brief update on the status of the Capital Improvement Board (CIB) in regards to the operating deficit and the reserve fund issues the CIB is facing. He stated that the Bond Bank has been asked by the State to enter into a contractual arrangement to replenish the debt service reserve fund in the event of a shortfall. He then stated that the Bond Bank would look to the Controller, City-County Council or any other City entity to request funding. He stated that it is all preliminary, and that they are just looking at options at this time.

Mr. Taylor then recognized Mr. John Goss, the Bond Bank’s designee to the board of Indianapolis Downtown Inc. Mr. House stated that we are delighted to have him representing the Bond Bank. Mr. Goss stated that it is good to be back and involved with the City of Indianapolis.

There being no further questions, Mr. House for a motion to adjourn. Mr. Carr made the motion to adjourn, seconded by Mr. Miller. All voted in favor and the motion passed. The meeting was adjourned at 12:45p.m.