MINUTES OF

THE INDIANAPOLIS LOCAL PUBLIC IMPROVEMENT BOND BANK

Minutes of the Special Meeting of the Board of Directors

May 19, 2008

MEMBERS PRESENT: Briane House

Sahara Williams

Fred Miller

Justin Christian

Jim Carr

BOND BANK PRESENT:

John Kirkwood, Krieg Devault

Curt Fritsch, CRF Financial Group

Terry Leffew, Raymond James

Diana Hamilton, Sycamore Advisors

Dennis Otten, Bose McKinney

David Lewis, Chase

Santino Bibbo, Cabrera Capital Markets

Sharon Karst, BNY

Bob Kocher, BNY

Robert Bond, Hilliard Lyons

David Wimmer, Hilliard Lyons

Sue Beesley, Bingham McHale

Lucy Emison, Ice Miller

Angie Steeno, Crowe Chizek

Jim Merten, City Securities

Paul Jones, Ice Miller

Molly Williams, IDI

Terry Sweeny, IDI

Jennie Huang, Morgan Stanley

Denise Barkdull, Ice Miller

M. Stone, IAA

Jeremy Wise, IAA

John Kish, IAA

Darla Williams, Law Office of Darla Wms.

A Special Meeting of the Indianapolis Local Public Improvement Bond Bank (“Bond Bank”) convened at 12:00 noon, Monday, May 19, 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.

Mr. House first mentioned that staff should look into acquiring a larger meeting room. The first item on the agenda was the approval of the minutes. Mr. House asked the Board for approval of the March 31, 2008 meeting minutes. Mr. Miller made the motion to approve, seconded by Ms.Williams. All voted in favor and the motion passed. Mr. House then asked for approval of the April 16, 2008 minutes. Mr Miller made the motion to approve, seconded by Ms. Williams. All voted in favor and the motion passed.

Mr. Taylor next introduced Resolution No. 3, a Waterworks Refunding proposal asking for approval to move forward with issuance. There were auction rate bonds issued in 2004 for the waterworks system. There have been three failed auctions, even with that the bonds were reset at a 5.5% interest rate. The bonds need to be addressed. Resolution No.3 is requesting authorization to issue $60 million to refund the outstanding 2004 bonds to change the mode. The Waterworks financial officers and the Bond Bank would like to issue the bonds at a fixed rate.

Mr. Miller had questions regarding continuing disclosure and the rebate agreement. He also wanted to know about the final number for fees for bond counsel and underwriter’s. Mr. Kintner stated that he would get the numbers to the Board. Mr. Miller then asked what was the total debt issued for the Waterworks bonds and there were questions regarding Bond Purchase Agreement and the standard rate.

Mr. House made the motion to approve the issuance, it was seconded by Mr. Miller pending receipt of the audited financials for the Waterworks system for 2007. Mr. House then amended his motion subject to review and approval.

Mr. Taylor next discussed Resolution No. 4 – IAA. Mr. Taylor gave a brief update regarding the financing in an amount not to exceed $450 million and stated that the ratings were very favorable. Mr. Kish added that it was the last financing for the airport. Mr. Miller inquired about variable rates, as opposed to fixed. Mr. Taylor explained that it lowered the cost of issuance. Mr. Kish stated that it matches with the swap contract. Mr. Taylor named the swap counterparties involved.

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

Mr. Kintner next discussed the Tax Warrant A-D notes. The notes cover the Bond Banks tax anticipation program. This financing is to bridge the gap for the Qualified Entities (Q.E.’s). The financing is for an amount not to exceed $261 million.

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

The next item to be discussed was Resolution No. 6 – Charter School Cash Flow Notes. The program is very much like the tax warrant program. This is the first time the Bond Bank has done a program like this. Mr. Kintner has worked along with the Charter School Director and with the Mayor’s Office to see how many schools were in need of assistance. The loan would be in an amount not to exceed $6 million and would possibly involve two borrowings. Part of the funding comes from property taxes, approximately 35%. In 2009 the State of Indiana is taking over the funding of Charter Schools.

Mr. House asked if the Board could hear from the Mayor’s designee at the next meeting. Mr. Miller volunteered to be on the Charter School finance committee. Mr. Kintner stated that the request for the borrowing should be before the Board at the June or July 2008 meetings. Ms. Williams asked why the Bond Bank relied upon property taxes instead of opting for a loan. She also wanted to know about the 8% interest rate. Mr. Kintner explained the need to use property taxes, along with diligence and monitoring, he then explained that the rate would possibly be closer to 4 – 5%. There were questions regarding staffing for the charter schools and the cost. Mr. Taylor explained that the charter schools had nothing to do with the Bond Bank budget.

After determining that there were no further questions, Mr. House asked for a motion to approve. Ms. Williams made the motion to approve, seconded by Mr. Carr. All voted in favor and the motion passed.

There were no other matters for discussion. Mr. Miller made the motion to adjourn, seconded by Ms. Williams. All voted in favor and the motion passed.

Mr. Briane House adjourned the meeting at 12:35 p.m.