MINUTES OF

THE INDIANAPOLIS LOCAL PUBLIC IMPROVEMENT BOND BANK

Minutes of the Special Meeting of the Board of Directors

November 10, 2008

MEMBERS PRESENT: Briane House

Sahara Williams

Fred Miller

Justin Christian

MEMBER(S) ABSENT: Jim Carr

BOND BANK PRESENT:

A Special Meeting of the Indianapolis Local Public Improvement Bond Bank (“Bond Bank”) convened at 12:00 noon, Monday, November 10, 2008 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 asked for the approval of the October 20, 2008 minutes. Mr. Miller made the motion to approve, subject to some corrections, and the motion was seconded by Ms. Williams. All voted in favor and the motion passed.

Mr. Kintner gave a brief overview of Resolution No. 11- Waterworks Refunding. He stated that the resolution is a refunding of the 2004A and 2005H bonds. The 2004A bonds are auction-rate bonds, the refunding of which was presented to the Bond Bank Board for approval in May 2008. The 2005H bonds are variable-rate bonds that are insured by MBIA and, due to the downgrade of MBIA’s ratings, are resetting at a high interest rate. The Bond Bank is proceeding to refund both series of bonds to reduce the interest costs, combining both into one issue. The Bond Bank is currently looking at two different structures. One option is a conventional fixed-rate financing. The other option is a 2-3 year “put bond” which will allow time for the market to stabilize. Mr. Taylor added that the delay in the auction rate refinancing was due to the need to reconcile the Waterworks’ 2007 financial statements with reports filed with the Indiana Utility Regulatory Commission. Mr. House asked for a motion to approve Resolution No. 11. Ms. Williams made the motion to approve, seconded by Mr. Miller. All voted in favor and the motion passed.

Next, the Union Station 2009 budget was discussed. Mr. Taylor stated that Ms. Hauser from Browning Investments, which manages Union Station on behalf of the City, provided the Bond Bank Board with an update on Union Station at the September board meeting and at the Metropolitan Development Commission meeting the week prior. Mr. Taylor explained the three components of Union Station: the leased office space, the grand hall and conference space, which are managed by Crowne Plaza, and the transportation center, which consists of the bus depot. He informed the Board that copies of the Union Station budget would be sent to them for their review.

Mr. Taylor also discussed the 2009 Bond Bank budget and stated that the staff is finalizing the proposed budget and will present the completed budget to the Board at the December 2008 meeting for approval. Mr. House asked if there were any material changes in the preliminary proposed budget distributed to the Board at the October meeting. Mr. Taylor stated that there were not any material changes.

Mr. Taylor explained that Mr. Requiz had been tracking the yield-curve and provided an update for the Board to illustrate how the market has been performing. He explained the current outlook, noting that it looks favorable for pricing the tax warrants.

Mr.Taylor then informed the Board about information regarding the parking placards, explaining that Public Safety Director Scott Newman is preparing new parking placards for those who request them, and the placards will be issued after the first of the year.

Ms. Williams asked Mr. Taylor if the Bond Bank will have any business with the Indianapolis Public Schools’ bond issue. Mr. Taylor stated that IPS does not issue through the Bond Bank.

Mr. Kintner asked if the Board member’s schedules would still allow for a December 15, 2008 board meeting. Everyone was fine with the scheduled date.

Mr. House asked if there would be any remaining auction rate financings. Mr. Taylor stated that the 2004A Waterworks issue is the Bond Bank’s only auction-rate exposure. However, the Bond Bank will have another Waterworks variable-rate issue, series 2005G, that will be addressed the first part of 2009.

Mr. House asked for a motion to adjourn. Mr. Christian made the motion to adjourn, seconded by Ms. Williams. All voted in favor and the motion passed.

Mr. House adjourned the meeting at 12:20 p.m.