MINUTES OF

A Special Meeting of the Indianapolis Local Public Improvement Bond Bank (“Bond Bank”) convened at 12:00 noon, Monday, July 16, 2007, at the City-County Building, 200 East Washington Street, Suite 224 Indianapolis, Indiana, pursuant to notice given in accordance with IC 5-14-1.5. Chair Mary Chandler called the meeting to order after determining that a quorum was present.

Chair Chandler first introduced the new Bond Bank Board member, Kathy Minx, CFO of BSA LifeStructures. Chair Chandler gave a brief background of Ms. Minx. Everyone welcomed Ms. Minx.

Chair Chandler asked for a motion to approve the minutes from June 18, 2007. Ms. DeVonne Richburg Pollard made the motion to approve, seconded by Mr. Jake Hall. All voted in favor and the motion passed.

The first order of business was the Amendment to Resolution No. 11. Ms. Katie Aeschliman stated that the team had determined after the June meeting that the recital portion of the resolution listed the specific maturities to be refunded by series 2007 I. In order to give the Bond Bank the most flexibility on the structure of the transaction and to achieve the most savings the resolution needs to be amended to allow for the refunding of any of the maturities of the bond issue. She went on to explain the changed clause and indicated that the $7,970,000 is the outstanding par amount of the 2000 C bond issue currently. She stated that they are not changing what the Board authorized the Bond Bank to issue in the prior meeting which is $7.5 million.

Chair Chandler asked for a motion to approve the amended resolution No. 11. Mr. Thomas O’Donnell made the motion to approve, seconded by Mr. Jacob Hall. All voted in favor and the motion passed.

The next order of business was Resolution No. 12- Indianapolis Colts/Stadium Contribution Financing. Ms. Barbara A. Lawrence gave a brief outline of the transaction. She first gave a background of the transaction stating that it was originally a part of the negotiations between the City of Indianapolis and The Indianapolis Colts as part of the stadium project. She then stated that as it progressed; the Indiana Stadium and Building Authority has taken over the responsibility for financing and construction the stadium project, Lucas Oil Stadium, as well as the expansion of the Indiana Convention Center.

Ms. Lawrence then explained that the City felt it was very important for the Colts franchise to make an investment in the stadium project, and as such part of the City’s pledge was to work with the Colts to identify the lowest cost capital for their portion of the investment in the project. The amount was estimated at $100 million dollars and a portion of that is to come from the NFL’s G-3 loan program directly to the Colts. The Colts will put that money in for the construction and other expenses related to the project. The remaining $66 million is what the Bond Bank resolution is addressing. She then stated that the resolution before the Board authorizes a bond issue of up to $85 million which will cover the Colts actual contribution to the stadium project, costs of issuance and related transactional costs. Ms. Lawrence stated that she wanted to stress that the bond issue is a loan obligation that the Colts will repay. The Bond Bank is issuing the bonds to loan the proceeds to the City of Indianapolis, who will in turn under the existing documentation make the loan to the Colts for their investment to the project. She explained that it is similar to other transactions that have been approved in the past. The bonds are through the Economic Development Commission and are taxable bonds. She then stated that the primary difference is that the Colts are obligated to make the loan payments.

Ms. Lawrence then introduced the team members that were present; Mr. Tom Froehle (bond counsel), Bingham McHale (CIB and disclosure counsel), Jim Merten, City Securities (financing) and Clayton Graham, Coleman, Graham, & Stevenson (co-counsel). She went on to explain that the transaction has come before the Board before previously and the Bond Bank Board authorized the execution and entrance into a hedge agreement to lock in a favorable interest rate. That particular transaction turned out to be favorable since the interest rates had escalated. She then added that the Bond Bank is working cooperatively with the Capital Improvement Board (CIB) on the completion of the transaction.

Ms. Lawrence asked if there were any questions from the members of the Board. Chair Chandler asked if this transaction is the last the Bond Bank anticipates in connection with the stadium and Ms. Lawrence stated yes. Mr. Jacob Hall asked about the differences in the amount of the bonds, but then noted that the Colts are responsible for the $85 million. Ms. Lawrence stated that that was correct and that is the highest that it will go. Ms. Kathy Minx asked who the beneficiary of the $6 million hedge would be; Ms. Lawrence stated that the City is explaining that it is an offset to the amount of capital that will be needed. Ms. Minx then asked if that would lower the cost to the Colts or would the City get the benefit. Ms. Lawrence stated that everyone would benefit from the hedge. Mr. Tom Froehle stated that the cash payment coming in will allow the issuance of fewer bonds, due to interest rates rising.

Chair Chandler asked for a motion to approve Resolution No. 12. Ms. Kathy Minx made the motion to approve, seconded by Mr. Thomas O’Donnell. All voted in favor and the motion passed.

The next order of business was the Bond Bank’s review of the 2006 audit. Mr. Scott Schuster gave a brief overview of the audit. Mr. Schuster began by stating that there was a clean opinion on the audit. He then explained the audit statement to the Board. Mr. Schuster explained that there were numerous adjustments to the audit and mentioned to the Board that it was the first year the Bond Bank had outsourced the accounting functions to another firm and as part of the transition Katz, Sapper had to make several adjustments. He also stated that Katz, Sapper had drafted a separate letter regarding internal controls.

Chair Chandler asked Mr. Schuster if Katz, Sapper looked at the records of the Bond Bank and discovered a series of incorrect entries. Mr. Schuster explained that everything mentioned is pulled together throughout the year and is part of the review.

Chair Chandler then asked Ms. Lawrence if the entries on the books that were corrected had any material affect on any of the business conducted in 2006. Ms. Lawrence stated that it had not. Mr. Schuster went onto explain the remainder of the audit opinion.

Chair Chandler thanked Mr. Schuster and then asked for a motion to approve. Mr. Jacob Hall made the motion to approve, seconded by Ms. DeVonne Richburg Pollard. All voted in favor and the motion passed.

The next order of business Ms. Lawrence began by discussing the upcoming Bond Bank issues. She stated that the first would be a transaction for capital for the Department of Waterworks, and that the Bond Bank will introduce a transaction of up to $125 million before City County Council. The second issue will be a project to be located in Ameriplex, which will consist of a high-tech research facility and that project will be under $10 million. The next would be the Pension Obligation Bonds, which will be up to an amount not to exceed $450 million, which will give the City a stable reliable funding source for unfunded pre-1977 pension obligations. All of the projects mentioned will come before the Board within the next few months.

Ms. Lawrence then indicated that the 1998 A and the Ameriplex bond refundings are on hold pending an improvement in market conditions. Ms. Katherine Aeschliman added that the 2007I will also be looked at for refunding in the next few months.

Chair Chandler asked Ms. Lawrence how the hotel project was going. Ms. Lawrence stated that the Bond Bank and all entities involved are moving forward with the negotiations on the project agreement and continuing to work at finalizing the design plans. Mr. Jacob Hall asked about the pension obligation bond regarding dollar amount. Mr. Hall wanted to know if the $400 million was just for the police or police and fire. Ms. Lawrence stated that it was police and fire and the net present value was approximately $450- $470 million.

Chair Chandler asked for a motion to adjourn. Mr. Thomas O’Donnell made the motion, seconded by Ms. Kathy Minx. All voted in favor and the motion passed.

Chair Chandler adjourned the meeting at 12:30 p.m.