MINUTES OF

A Special Meeting of the Indianapolis Local Public Improvement Bond Bank (“Bond Bank”) convened at 12:00 noon, Monday, May 21, 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 asked for a motion to approve the minutes from April 16, 2007. Mr. Jacob Hall made the motion to approve, seconded by Ms. DeVonne Richburg-Pollard. All voted in favor and the motion passed.

The first order of business was Resolution No. 9 – Tax Warrants. Ms. Katie Aeschliman stated that the resolution authorizes the issuance of the 2007 second half tax warrants, Series E-H in an amount not to exceed $301 million dollars at a rate not to exceed 6%. Ms. Aeschliman then stated that the process was a little unique this time due the delay with the Marion County property tax bills. She then explained that the County Assessors were applying the trending rule to assessed valuations in Marion County; this results in a delay of the receipt by local units of government of the June 30^th distribution. Therefore, two Series of E-H notes will be issued on behalf of the qualified entities. The E1-H1 series will pay off the A-D notes and essentially extend their maturity to accommodate the lateness of the revenue distributions. She then stated that the second part of the E1-H1 would be to provide cash for several funds of the City of Indianapolis that do not typically borrow in the warrants program. She also explained that the E2-H2 notes will be a typical second half borrowing. This will allow the QE’s to utilize the cash from their December 30^th distribution in July through December. Jacob Hall asked about the spreadsheet which generally indicates 85% of the distribution. Ms. Aeschliman stated that a spreadsheet was attached to the Board’s information showing the property tax levies for 2007.

Chair Chandler asked for a motion to approve resolution No. 9. Mr. Thomas O’Donnell made the motion to approve, seconded by Mr. Jake Hall. All members, with the exception of Ms. DeVonne Richburg-Pollard who recused herself, voted in favor and the motion passed.

The next order of business was Resolution No. 10 - Charter School Note. Ms. Katie Aeschliman explained the note stating that the resolution authorizes the issuance of the 2007 Charter School Revenue Anticipation Notes, 2007 Series I, in an amount not to exceed $1 million at an interest rate not to exceed 6%.

She explained that like other QE’s, Mayor-sponsored Charter Schools receive their annual state certified revenues on June and December 30^th of each year. The per pupil revenues contain some property taxes and due to the delay that the trending rule has caused, the June 30^th revenues distributions will be late. In order to maintain their cash flow, Charter Schools would like to participate in a note program similar to that of the Tax Warrants. She then stated that the Bond Bank proposes to add a Series I to the issuance of tax warrants to accommodate the Mayor-sponsored Charter Schools cash flow needs. Two schools have requested to be a part of the borrowing.

Chair Chandler asked for a motion to approve resolution No. 10. Mr. Jacob Hall made the motion to approve, seconded by Mr. Thomas O’Donnell. All members, with the exception of Ms. DeVonne Richburg-Pollard who recused herself, voted in favor and the motion passed.

The next order of business was the JW Marriott Hotel discussion. Ms. Barbara A. Lawrence started by first giving a brief overview of the project. She stated that the $325 million project will occupy 10 acres which will be located at the southwest corner of West and Washington Streets. The total number of rooms will be 1,568, with 1,000 being in JW Marriott Convention Hotel, 250 in the Courtyard by Marriott, 168 in the Fairfield Inn & Suites by Marriott, and 150 in the Springhill Suites by Marriott. There will also be over 1,000 underground parking spaces.

Mr. Wells from REI provided additional details regarding the project.

Ms. Lawrence went on to explain the structure and how it will serve as the anchor for the Indianapolis Convention & Visitors Association efforts to grow the $3.25 billion hospitality industry. This project should be completed by March 2010. Ms. Lawrence noted the project team, which consists of Whiteco Industries, White Lodging and REI. She went on to explain the teams experience and expertise.

Ms. Lawrence then stated that the bond resolution had already been approved by the City County Council Economic Development Committee 5-1; authorizing bond/note issuance of up to $66 million. Ms. Lawrence discussed the City of Indianapolis financing plan. She explained the sources and uses and how the bonds would be secured through incremental real and personal property taxes paid in the TIF district

Ms. Lawrence stated that going forward the idea is to work within perameters and market conditions to create a financing package that is in the best interest of the City of Indianapolis at a very competitive interest rate and meet the goal of the financing. She went on to say that that package will be formulated over the next few months. Once the team has a better idea of what the package entails; the Bond Bank will come back before the Board for final approval.

After additional discussion, Chair Chandler thanked Ms. Lawrence and the team.

The next order of business was the ratings agency update. Ms. Lawrence reported that the Bond Bank has had follow up discussions with Standard & Poor’s. Standard & Poor’s has affirmed the City’s triple A rating which is good news. They have removed the City from a credit watch based on the outcome of the Indiana General Assembly. This measure will allow the City to maintain their triple A stable status.

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

Chair Chandler adjourned the meeting at 12:48 p.m.