MINUTES OF

THE INDIANAPOLIS LOCAL PUBLIC IMPROVEMENT BOND BANK

Minutes of the Regular Meeting of the Board of Directors

November 16, 2009

MEMBERS PRESENT: Briane House

Fred Miller

Jim Carr

Justin Christian

MEMBERS ABSENT: Sahara Williams

BOND BANK PRESENT:

OTHERS PRESENT:

Jean Landy, U.S. Bank

Kim Wilson, UMB Bank Diana Hamilton, Sycamore Advisors

Curt Fritch, CRF Group Tamara Zahn, IDI

Hans Steck, Bingham McHale Brian Shaw, Hilliard Lyons

Jay Ryals, Fifth Third Bank Dennis Otten, Bose McKinney & Evans

Sharon Karst, Bank NY Mellon Steve Meno, Fifth Third Bank

Dawn Tabler, KeyBank Gregory Reynolds, Blaylock, Robert Van

John Kirkwood, Kreig DeVault, LLP Sandra Mowell, Citizen

Nathan Flynn, William Blair & Co Tyler Kalachnik, Ice Miller

Jim Merten, City Securities Kim Wilson, UMB Bank

Maria Quintana, Chase Joe Britt, Wells Fargo

Ryan Grand, Mesirow Financial Mary Hauser, Browning

Molly Williams, IDI Bob Kocher, BNY Mellon

Daryl Mergenthal, BNY Mellon Sue Beesley, Bingham McHale

Terry Leffew, Raymond James Angie Steeno, Crowe Horwath

A Regular Meeting of the Indianapolis Local Public Improvement Bond Bank (“Bond Bank”) convened at 12:00 noon, Monday, November 16, 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 asked for the approval of the minutes from October 19, 2009. Mr. Miller made the motion to approve, seconded by Mr. Christian. All voted in favor and the motion passed.

Mr. Taylor explained to the Board that the Bond Bank was preparing for the next tax note issuance for the City, County, Transportation Corp. and the Library District.

Mr. Willis stated that Resolution No. 12 – Tax Warrant Notes authorizes the issuance of tax district revenue notes of new money, not to exceed $143 million and possible rollover the first-half tax revenue notes, not to exceed $132 million. He stated that the Bond Bank had not yet received confirmation from the Controller’s Office for the rollover piece. Mr. Taylor stated that the timing of the distributions from the Treasurer’s Office has not been announced, however, the Bond Bank would like to have everything in place.

Mr. Jim Merten, City Securities, stated that the short-term market rates are low, therefore on the traditional warrants they would be less than 1%. He then stated that, as for the rollovers, they are looking at an extension of one to three months, but also stated that it would be more beneficial if the notes were paid out on time.

Mr. House asked for a motion to approve Resolution No. 12. Mr. Christian made a motion to approve, seconded by Mr. Miller. All voted in favor and the motion passed.

Next, Ms. Mary Hauser of Browning Investments, who manages Union Station, presented the Board with the 2010 budget for Union Station. Ms. Hauser informed the Board of the new tenant, Cadillac Ranch, which will occupy 23,000 sq. ft. at Union Station. She stated that 13,000 sq ft. would house the restaurant and bar and 7,000 sq. ft. would be a martini bar. Mr. Taylor asked Ms. Hauser the occupancy rate with the new tenant. Ms. Hauser stated that it is at 100%. Mr. Taylor added that Cadillac Ranch had been vetted by both DMD and Corporation Counsel. Mr. Taylor then asked Ms. Hauser if Bands of America had signed an extended lease. Ms. Hauser stated that they are currently in the process of working out the details.

Mr. Taylor then reviewed the Bond Bank’s proposed 2010 budget with the Board for any questions before action would be taken at the December meeting. Mr. House asked if the basis points had been lowered. Mr. Taylor stated that the basis points would remain at 10 bps just as it was for 2009. He then stated that the Bond Bank has remained conservative in order to keep the basis points down. There were no other questions from the Board regarding the budget.

Mr. Taylor then informed the Board that in the coming months there will be documents presented to them for the proposed Health & Hospital Corporation and Building Authority bond issuance which was authorized by the voter referendum. The Bond Bank has been working closely with Health & Hospital Corp. regarding the issuance. Mr. Taylor mentioned that there would also be coming before the Board a mall refunding and a small refunding bond for a parking facility west of the circle.

Mr. Taylor then thanked Mr. Clayton Graham for stepping in as interim counsel for the Bond Bank in the absence of Mr. Kintner, the Bond Bank’s Deputy Director and General Counsel. Mr. Kintner had been serving as Interim Chief Financial Officer for the CIB.

Mr. House informed the Board that Mr. Goss is no longer representing the Bond Bank at IDI and that he is now representing the Bond Bank in that capacity.

There were no other questions. Mr. Christian made the motion to adjourn, seconded by Mr. Carr. All voted in favor and the meeting was adjourned at 12:20p.m.