MINUTES OF

Kostas Poulakidas, Krieg Devault

Curt Fritsch, CRF Financial Group

Terry Leffew, Raymond James

Diana Hamilton, Sycamore Advisors

Sharon Karst, BNY

Lucy Emison, Ice Miller

Angie Steeno, Crowe Chizek

Tom Guevara, Crowe Chizek

Katie Aeschliman, KeyBank

David Lewis, Chase

Kim Blanchet, Barnes & Thornburg

Norman Gualtney, Project School

Bob Kocher, BNYM

Dennis Otten, Bose McKinney

Dawn Tabler, KeyBank

Sue Beesley, Bingham McHale

Hans Steck, Bingham McHale

Steve Meno, Fifth Third

Jay Ryals, Fifth Third

Randy Ruhl, City Securities

Karega Rausch, Charter Schools

Mike Higbee, DCI

A Special Meeting of the Indianapolis Local Public Improvement Bond Bank (“Bond Bank”) convened at 12:00 noon, Monday, July 14, 2008 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. Mr. House called the meeting to order after determining that a quorum was present.

The first item on the agenda was the approval of the minutes. Mr. House asked the Board to approve the June 23, 2008 meeting minutes. After discussion Mr. Carr made a motion to table the minutes, seconded by Mr. Christian. All voted in favor of tabling the minutes until the next meeting.

Mr. Kintner provided the Board with information for Resolution No. 7 – IndyGo Tax Warrants. He stated that in May 2008 the Board approved IndyGo’s tax warrant borrowing as part of the larger City, County and Library District issuance. However, IndyGo anticipates a mid-summer cashflow shortfall and needs approximately $6 million in borrowing to get through to the September/October period. The Bond Bank has worked with IndyGo and JP Morgan Chase Bank for the borrowing. Rather than IndyGo issuing the warrants directly to Chase, the Bond Bank will purchase the IndyGo warrants and sell them to Chase. This will allow the warrants to be bank qualified, resulting in a better interest rate. Mr. House asked for a motion to approve. Mr. Christian made the motion to approve, seconded by Mr. Miller. All voted in favor and the motion passed.

Mr. Kintner explained Resolution No. 8 - Charter Schools Facilities Fund – Project School. He gave a brief accounting of the inception of charter schools. The Bond Bank received an application from the Project School. The Charter Schools Loan Review Committee recommended approving the financing, with conditions. The Bond Bank is seeking preliminary approval for the benefit of the school so that it can show its construction loan financier that the City and Bond Bank support the project. There are safe guards are in place to avoid risk of default, including guarantees from two charitable organizations, as well as a grant from the U.S. Department of Education. He introduced Mr. Higbee, Developer, and Mr. Rausch, Charter School Director, who are both involved with the project. Mr. Higbee gave a brief background of the Project School and the building they would occupy, which is approximately 30,800 sq. ft. He spoke of the appraisal value and the after-rehabilitation value, which is in excess of the requested loan amount. He spoke of the Project School’s growing support and the number of students already signed for enrollment. Mr. Rausch gave a brief history of the charter school program and the stringent criteria that applicants have to go through in order to acquire a charter. He mentioned that Mayor Ballard is strongly in favor of the school.

Mr. House inquired about the use of the 30,000+ sq. ft. of space for the charter school and if the entire structure is pledged as collateral. Mr. Higbee stated that the charter school will occupy one of the five buildings. The charter school will own the building outright and that building they occupy will show as an asset and collateral against the loan. Mr. Kintner added that the “key financial stakeholders” Mr. House was referring to in “Exhibit A,” are JP Morgan Chase Bank, the lender, and the guarantors. Mr. House stated that he would prefer condition No. 6 in Exhibit A show more detail. Mr. Kintner stated that this information is only a recommendation. Mr. Miller asked a question regarding bond counsel rendering a written opinion of the Bond Bank’s loan to the charter school. Mr. Kintner stated that they will. Mr. Carr added that this had not been an easy process for the school. Mr. House wanted it made clear that this was only a preliminary approval based upon the information presented. Mr. Miller made the motion to approve, seconded by Mr. Christian. All voted in favor and the resolution was approved conditionally as stated.

Mr. Taylor updated the Board on variable-rate bond series and their resets. All of the bond series are insured by MBIA. The variable-rate resets on the four outstanding series have been tainted with the MBIA name. The resets are high, reaching 7-9%, however, the Bond Bank is taking steps to address the matter. Some bonds are held by the standby purchase providers.

In May, the Board approved a $50 million Waterworks Revenue Bond series. The approval is pending the receipt of the Waterworks Department’s audited financial statements, which have not yet been received. Mr. Taylor noted that the Bond Bank is in contact with the Waterworks’ finance staff and the City Controller’s Office regarding the status of the financial report.

The audit of the Bond Bank will need to be filed before the end of July. There is considerable accounting work to be done for the trust accounts before the audit can begin. The complete numbers for the Bond Bank should be available within the next two weeks. Once that is complete, Mr. Taylor stated the Board will reconvene to review and accept the audit for 2007. Mr. Taylor explained that there were accounting issues that had not been addressed from last year’s audit that are now being addressed.

Mr. House discussed establishing working groups among the Board and the Bond Bank staff. He proposed for the first group, the selection of underwriters and financial advisors, that Mr. Carr and Mr. Miller staff the project with Mr. Kintner, Mr. Requiz and Ms. Durrett. For the second group, the Bond Bank’s investment policy, he proposed that Ms. Williams and Mr. Christian team with Ms. Canatsey and Mr. Willis. The final pairing was for the Bond Bank swap policy, which would consist of Mr. House along with Mr. Kintner and Ms. Canatsey.

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

Mr. House adjourned the meeting at 12:28 p.m.