MINUTES OF

THE INDIANAPOLIS LOCAL PUBLIC IMPROVEMENT BOND BANK

Minutes of the Special Meeting of the Board of Directors

February 23, 2009

MEMBERS PRESENT: Briane House

Fred Miller

Sahara Williams

MEMBERS ABSENT: Jim Carr

Justin Christian

BOND BANK PRESENT:

OTHERS PRESENT:

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

Sandra Mowell, citizen Molly Williams, IDI

Hans Steck, Bingham McHale Tamara Zahn, IDI

Jay Ryals, Fifth-Third Paul Jones, Ice Miller

Steve Meno, Fifth-Third Tamara Zahn, IDI

Greg Reynolds, SBK-Brooks Katie Aeschliman, KeyBank

Jennifer Bell, Crowe Horwath Angie Steeno, Crowe Horwath

Dave Arrensen, Baker & Daniels Jim Merten, City Securities

Diana Hamilton, Sycamore Advisors Lynn Potosky, Bose McKinney

David Wilson, Hilliard Lyons Tom Coverick, Key Bank

Curt Fritsch, CRF Group Bob Kocher, Bank NY Mellon

Terry Leffew, Raymond James Nancy Dorsa, Chase Bank

A Special Meeting of the Indianapolis Local Public Improvement Bond Bank (“Bond Bank”) convened at 12:00 noon, Monday, February 23, 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 asked for a motion to approve the minutes of January 26, 2009. Mr. Miller made the motion to approve, seconded by Ms. Williams. All voted in favor motions passed.

Mr. House asked Mr. Kintner to give a brief summary to the amended Resolution No. 2- Tax Warrants. Mr. Kintner stated that after consultation with the Controller’s Office and Underwriter regarding the anticipated receipt date for the first-half 2009 tax distribution, it was decided that it would be more favorable to move the maturity date to January 15, 2010. Mr. Kintner stated that with it being 15 days later than what the Board originally authorized, the Bond Bank is asking the Board to amend the final maturity date of the notes to January 15, 2010. Mr. Miller asked if there would be any additional costs by changing the date. Mr. Kintner stated that there would not be any impact for such a short period of time.

Mr. House asked for a motion to approve the first amendment to Resolution No. 2. Mr. Miller made the motion, seconded by Ms. Williams. All voted in favor and the motion passed.

Next to be discussed was Resolution No. 3 – Sanitary District. Mr. Kintner stated that the resolution authorizes the issuance of bonds of the Sanitary District as part of the SRF Loan Program in the amount of $39 million, with an interest rate not to exceed a 7%. He then stated that the Bond Bank expects an interest rate closer to 3 – 4%. The borrowing will be applied to the CSO projects. Mr. Kintner then stated that the Board should expect to see an open market issue from the Bond Bank later in 2009. He introduced Dave Arrensen (Bond Counsel) and Diana Hamilton (Financial Advisor). Ms. Williams asked if the State of Indiana was granting or loaning the money. Mr. Kintner stated that it is an actual loan that has to be repaid. Next, Ms. Hamilton explained the process regarding the possibility of garnering grants and loans to be allocated to certain public entities under the Federal Stimulus Package. Mr. Miller asked Mr. Kintner to explain why the timing of the loan is important. Mr. Kintner stated that the timing is important because there are SRF funds available and the Bond Bank needs to move forward to access the funds available due to the lower rate associated with a SRF loan.

Mr. House asked a motion to approve Resolution No. 3. Ms. Williams made the motion to approve, seconded by Mr. Miller. All voted in favor and the motion passed.

Mr. Taylor updated the Board on the Bond Bank’s housekeeping items. He stated that the Bond Bank is moving ahead on internal projects, one being the Bond Bank’s website. The Bond Bank’s goal is to use the website as a key investor communications tool and a good source of information for the Indianapolis-Marion County residents. He stated that the Bond Bank is also making head-way with the accounting and trust work. Mr. Busse informed the Board that he has accounted for 90-95% of the bonds and note issues for 2008. The Bond Bank auditors, Katz, Sapper & Miller, are planning a visit to the Bond Bank in mid-April with an optimistic goal of having the bound financial statement for the May or June 2008 Board meeting.

Mr. Taylor then informed the Board that he and Mr. Kintner will be in Chicago later that week to meet with the three ratings agencies regarding the upcoming Waterworks’ financings.

Mr. Miller asked for an update on the tax warrants. Mr. Kintner stated that the Bond Bank would price Wednesday, February 25^th and the closing would take place the following week. Mr. Merten stated that the market rate would be approximately 0.8 – 0.9 since the economy is slow.

Mr. Kintner then stated that the March meeting would be a full agenda, with the refunding of the 2002F Consolidated TIF, a Waterworks resolution, a resolution for the Fort Harrison Reuse Authority and a few additional refundings for approval. Mr. House asked Mr. Kintner to explain the Fort Harrison Reuse. Mr. Kintner stated that it will be a $12 million bond issue. He stated that Fort Harrision has its own tax increment area in the City of Lawrence, but the bonds will have the City of Indianapolis’ moral obligation pledge, which provides a better interest on the bonds. Mr. Taylor explained that the issue will be used for the completion of the build-out reuse plan for Fort Harrison. This is the final phase of the project.

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