$ 7,295,000 HAMILTON COUNTY (INDIANA) …John Hiatt Judy Levine Rick McKinney Steve Schwartz Auditor...

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NEW ISSUE Non-rated Book Entry Only This Final Official Statement is dated November 10, 2005. In the opinion of Ice Miller, Indianapolis, Indiana (“Bond Counsel”), under existing laws, regulations, judicial decisions and rulings, interest on the Bonds, as defined herein, is excludable from gross income under Section 103 of the Internal Revenue Code of 1986, as amended (the “Code”) for federal income tax purposes. Such exclusion is conditioned on continuing compliance with the Tax Covenants (hereinafter defined). In the opinion of Ice Miller, Indianapolis, Indiana, under existing laws, regulations, judicial decisions and rulings, interest on the Bonds is exempt from income taxation in the State of Indiana. See “TAX MATTERS,” herein. The Bonds are not bank qualified. $ 7,295,000 HAMILTON COUNTY (INDIANA) REDEVELOPMENT DISTRICT TAX INCREMENT REVENUE BONDS OF 2005 (Village Park Economic Development Area) Dated: Date of Delivery Due: February 1st and August 1st as shown on the inside cover page The Hamilton County (Indiana) Redevelopment Commission (the “Commission”), acting in the name of Hamilton County, Indiana (the “County”), is issuing $7,295,000 of Redevelopment District Tax increment Revenue Bonds of 2005 (the “Bonds”) to finance the construction of road improvements (the “Project”), and to pay costs of issuance. The Project will serve and benefit the Village Park Economic Development Area (the “Area”). The Bonds will be issued pursuant to the Final Bond Resolution (the “Bond Resolution”) adopted by the Commission on October 14, 2005, and subject to the provisions of the Act (herein defined). There are currently bonds payable out of real property tax revenues collected in the Area, designated Redevelopment District Tax Increment Refunding Revenue Bonds of 1993, dated June 1, 1993 (the “1993 Bonds”), originally issued in the amount of $4,140,000 now outstanding in the amount of $225,000 and maturing on February 1, 2006. The 1993 Bonds will be defeased at the time of delivery of the Bonds with funds on hand. Debt Service on the Bonds will be payable from Tax Increment, as more fully described herein. Additional security will be provided through the funding of a debt service reserve from funds on hand. THE BONDS DO NOT CONSTITUTE A CORPORATE OBLIGATION OF THE COUNTY, BUT CONSTITUTE A LIMITED OBLIGATION OF THE HAMILTON COUNTY REDEVELOPMENT DISTRICT (THE “DISTRICT”), AS A SPECIAL TAXING DISTRICT, IN THE NAME OF THE COUNTY, PAYABLE SOLELY FROM THE TRUST ESTATE. THE DISTRICT IS NOT OBLIGATED TO PAY THE DEBT SERVICE ON THE BONDS FROM ANY SOURCE OTHER THAN THE TRUST ESTATE. NEITHER THE FULL FAITH AND CREDIT NOR THE TAXING POWER OF THE DISTRICT OR THE COUNTY IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR THE INTEREST ON THE BONDS. The Bonds will be issued only as fully registered bonds and, when issued, will be registered in the name of Cede & Co., as nominee for the Depository Trust Company, New York, New York (“DTC”). Purchases of beneficial interests in the Bonds will be made in book-entry-only form, in the denomination of $5,000 or any integral multiple thereof. Purchasers of beneficial interests in the Bonds (the “Beneficial Owners”) will not receive physical delivery of certificates representing their interests in the Bonds. Interest on the Bonds is payable semiannually February 1st and August 1st of each year commencing August 1, 2006, by check mailed one business day prior to each interest payment date to the registered owners or, if payment is made to a depository, by wire transfer of immediately available funds on the interest payment date. Principal is payable semiannually on February 1st and August 1st in the amounts shown on the inside cover page hereof at the principal corporate trust office of J.P. Morgan Trust Company, National Association, in the City of Dallas, Texas (the “Trustee”, “Registrar” or “Paying Agent”) or by wire transfer to depositories. Interest on, together with principal of, the Bonds will be paid directly to DTC by the Paying Agent so long as DTC or its nominee is the registered owner of the Bonds. The final disbursements of such payments to the Beneficial Owners of the Bonds will be the responsibility of DTC Participants and the Indirect Participants. See “BOOK-ENTRY-ONLY SYSTEM”. The Bonds are subject to optional redemption beginning August 1, 2015, as more fully described herein. The Bonds may be issued as “Term Bonds” at the Underwriter’s (herein defined) discretion and any bonds issued as Term Bonds will be subject to mandatory sinking fund redemption as a more fully described. This cover page contains certain information for guide reference only. It is not a summary of this issue. Investors must read the entire Official Statement to obtain information essential in the making of an informed investment decision.

Transcript of $ 7,295,000 HAMILTON COUNTY (INDIANA) …John Hiatt Judy Levine Rick McKinney Steve Schwartz Auditor...

NEW ISSUE Non-ratedBook Entry Only

This Final Official Statement is dated November 10, 2005.

In the opinion of Ice Miller, Indianapolis, Indiana (“Bond Counsel”), under existing laws, regulations, judicial decisions and rulings, interest on the Bonds, as defined herein, is excludable from gross income under Section 103 of the Internal Revenue Code of 1986, as amended (the “Code”) for federal income tax purposes. Such exclusion is conditioned on continuing compliance with the Tax Covenants (hereinafter defined). In the opinion of Ice Miller, Indianapolis, Indiana, under existing laws, regulations, judicial decisions and rulings, interest on the Bonds is exempt from income taxation in the State of Indiana. See “TAX MATTERS,” herein. The Bonds are not bank qualified.

$ 7,295,000 HAMILTON COUNTY (INDIANA) REDEVELOPMENT DISTRICT

TAX INCREMENT REVENUE BONDS OF 2005(Village Park Economic Development Area)

Dated: Date of Delivery Due: February 1st and August 1st as shown on the inside cover page

The Hamilton County (Indiana) Redevelopment Commission (the “Commission”), acting in the name of Hamilton County, Indiana (the “County”), is issuing $7,295,000 of Redevelopment District Tax increment Revenue Bonds of 2005 (the “Bonds”) to finance the construction of road improvements (the “Project”), and to pay costs of issuance. The Project will serve and benefit the Village Park Economic Development Area (the “Area”). The Bonds will be issued pursuant to the Final Bond Resolution (the “Bond Resolution”) adopted by the Commission on October 14, 2005, and subject to the provisions of the Act (herein defined). There are currently bonds payable out of real property tax revenues collected in the Area, designated Redevelopment District Tax Increment Refunding Revenue Bonds of 1993, dated June 1, 1993 (the “1993 Bonds”), originally issued in the amount of $4,140,000 now outstanding in the amount of $225,000 and maturing on February 1, 2006. The 1993 Bonds will be defeased at the time of delivery of the Bonds with funds on hand.

Debt Service on the Bonds will be payable from Tax Increment, as more fully described herein. Additional security will be provided through the funding of a debt service reserve from funds on hand.

THE BONDS DO NOT CONSTITUTE A CORPORATE OBLIGATION OF THE COUNTY, BUT CONSTITUTE A LIMITED OBLIGATION OF THE HAMILTON COUNTY REDEVELOPMENT DISTRICT (THE “DISTRICT”), AS A SPECIAL TAXING DISTRICT, IN THE NAME OF THE COUNTY, PAYABLE SOLELY FROM THE TRUST ESTATE. THE DISTRICT IS NOT OBLIGATED TO PAY THE DEBT SERVICE ON THE BONDS FROM ANY SOURCE OTHER THAN THE TRUST ESTATE. NEITHER THE FULL FAITH AND CREDIT NOR THE TAXING POWER OF THE DISTRICT OR THE COUNTY IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR THE INTEREST ON THE BONDS.

The Bonds will be issued only as fully registered bonds and, when issued, will be registered in the name of Cede & Co., as nominee for the Depository Trust Company, New York, New York (“DTC”). Purchases of beneficial interests in the Bonds will be made in book-entry-only form, in the denomination of $5,000 or any integral multiple thereof. Purchasers of beneficial interests in the Bonds (the “Beneficial Owners”) will not receive physical delivery of certificates representing their interests in the Bonds. Interest on the Bonds is payable semiannually February 1st and August 1st of each year commencing August 1, 2006, by check mailed one business day prior to each interest payment date to the registered owners or, if payment is made to a depository, by wire transfer of immediately available funds on the interest payment date. Principal is payable semiannually on February 1st and August 1st in the amounts shown on the inside cover page hereof at the principal corporate trust office of J.P. Morgan Trust Company, National Association, in the City of Dallas, Texas (the “Trustee”, “Registrar” or “Paying Agent”) or by wire transfer to depositories. Interest on, together with principal of, the Bonds will be paid directly to DTC by the Paying Agent so long as DTC or its nominee is the registered owner of the Bonds. The final disbursements of such payments to the Beneficial Owners of the Bonds will be the responsibility of DTC Participants and the Indirect Participants. See “BOOK-ENTRY-ONLY SYSTEM”. The Bonds are subject to optional redemption beginning August 1, 2015, as more fully described herein. The Bonds may be issued as “Term Bonds” at the Underwriter’s (herein defined) discretion and any bonds issued as Term Bonds will be subject to mandatory sinking fund redemption as a more fully described.

This cover page contains certain information for guide reference only. It is not a summary of this issue. Investors must read the entire Official Statement to obtain information essential in the making of an informed investment decision.

Maturity Principal *Interest

Rate Price CUSIP

8/1/2006 40,000$ 3.25% 100.00$ DC92/1/2007 100,000 3.50% 100.00 DD78/1/2007 100,000 3.50% 100.00 DE52/1/2008 105,000 3.75% 100.00 DF28/1/2008 105,000 3.75% 100.00 DG02/1/2009 105,000 4.00% 100.00 DH88/1/2009 110,000 4.00% 100.00 DJ42/1/2010 110,000 4.10% 100.00 DK18/1/2010 115,000 4.10% 100.00 DL92/1/2011 115,000 4.20% 100.00 DM78/1/2011 120,000 4.20% 100.00 DN52/1/2012 120,000 4.30% 100.00 DP08/1/2012 125,000 4.30% 100.00 DQ82/1/2013 125,000 4.40% 100.00 DR68/1/2013 130,000 4.40% 100.00 DS42/1/2014 130,000 4.50% 100.00 DT28/1/2014 135,000 4.50% 100.00 DU9

$880,000 of Term Bonds @ 4.60% due August 1, 2017, Price: $98.661, CUSIP DV7$4,525,000 of Term Bonds @ 5.00% due February 1, 2025, Price: $100.00, CUSIP DW5

MATURITY SCHEDULE(Base CUSIP* 40722K)

Term Bonds

*Copyright 2004, American Banker Association. CUSIP data herein provided by Standard & Poor’s, CUSIP Service Bureau, a division of The McGraw-Hall Companies, Inc.

The Bonds are offered when, as and if issued and received by the Underwriter (hereinafter defined) and subject to approval of legality by Ice Miller, Indianapolis, Indiana, Bond Counsel. Certain legal matters will be passed on by Mr. Michael A. Howard, Attorney at Law, Howard & Associates, Noblesville, Indiana as counsel to the County. The Bonds are expected to be available for delivery in Indianapolis, Indiana, on or about November 30, 2005.

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE BONDS OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET, AND SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

No dealer, broker, salesperson or other person has been authorized by the Commission to give any information or to make any representations other than those contained in this Official Statement, and if given or made, such other information or representations must not be relied upon as having been authorized by the Commission. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of securities, described herein by any person in any jurisdiction in which it is unlawful for such person to make such an offer, solicitation or sale. The information set forth herein has been obtained from the Commission, and other sources which are believed to be reliable, but it is not guaranteed as to accuracy or completeness. The information and expressions of opinion herein are subject to change without notice and neither the delivery of the Official Statement nor any sale made hereunder shall under any circumstances create any implication that there has been no change in the affairs of the County since the date thereof. However, upon delivery of the securities, the Commission will provide a certificate stating that there have been no material changes in the information contained in the Final Official Statement since its delivery.

THE UNDERWRITER HAS PROVIDED THE FOLLOWING SENTENCE FOR INCLUSION IN THIS OFFICIAL STATEMENT. THE UNDERWRITER HAS REVIEWED THE INFORMATION IN THIS OFFICIAL STATEMENT IN ACCORDANCE WITH, AND AS PART OF, THEIR RESPECTIVE RESPONSIBILITIES TO INVESTORS UNDER THE FEDERAL SECURITIES LAWS AS APPLIED TO THE FACTS AND CIRCUMSTANCE OF THIS TRANSACTION, BUT THE UNDERWRITER DOES NOT GUARANTEE THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION.

THE BONDS HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED. IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE COUNTY AND THE TERMS OF THE OFFERING, INCLUDING THE MERIT AND RISK INVOLVED. THE BONDS HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Pursuant to continuing disclosure requirements promulgated by the Securities and Exchange Commission in Securities and Exchange Commission Rule 15c2-12, as amended, the County will enter into a Continuing Disclosure Undertaking Agreement. For a description of the Continuing Disclosure Undertaking Agreement, see “CONTINUING DISCLOSURE”.

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TABLE OF CONTENTS

PROJECT PERSONNEL

Introduction to the Official Statement ............................................................................................................... 1-3 Securities Being Offered Authorization................................................................................................................................................ 3 Sources and Uses of Funds ........................................................................................................................... 3 Schedule of Amortization of $7,295,000 of Redevelopment District, Tax Increment Revenue Bonds of 2005................................................................................................... 4 Project Description ....................................................................................................................................... 5 The Economic Development Area (“Area”)................................................................................................. 5 Security and Sources of Payment ................................................................................................................. 5-6 Investment of Funds ..................................................................................................................................... 6 Risks to Bondholders.................................................................................................................................... 6-7 Additional Bonds.......................................................................................................................................... 7-8 Redemption Provisions................................................................................................................................. 8-9 Interest Payable............................................................................................................................................. 9 Book-Entry-Only System .................................................................................................................................. 10-11 Procedures for Property Assessment, Tax Levy and Collection........................................................................ 12-13 Original Issue Discount ..................................................................................................................................... 13-14 Continuing Disclosure ....................................................................................................................................... 14-15 Underwriting...................................................................................................................................................... 15 Litigation ........................................................................................................................................................... 15 Certain Legal Matters ........................................................................................................................................ 15 Verification........................................................................................................................................................ 15 Legal Opinions and Enforceability of Remedies ............................................................................................... 16

Appendices:

A General Information B Accounting Report C Bond Resolution D Legal Opinion and Tax Matters

PROJECT PERSONNEL

Names and positions of the County officials and professionals who have taken part in the planning of the proposed bond issue are:

Hamilton County Redevelopment Commission

Gary Meunier, President William G. Crandall, Vice President Art Levine, Secretary Stephen K. Andrews Charlotte Swain

Hamilton County Commissioners

Christine Altman Steven C. Dillinger Steven A. Holt

Hamilton County Council

Brad Beaver James J. Belden Meredith Carter John Hiatt Judy Levine Rick McKinney Steve Schwartz

Auditor

Robin M. Mills

Bond Counsel

Ice Miller One American Square Box 82001 Indianapolis, IN 46204

County Attorney

Mr. Michael Howard, Attorney at Law Howard & Associates 694 Logan Street Noblesville, Indiana 46060

Underwriter

City Securities Corporation 30 South Meridian Street Suite 600 Indianapolis, Indiana 46204

Financial Advisor

O.W. Krohn & Associates, LLP 231 E. Main Street Westfield, Indiana 46074

Fiscal Consultant

Michael A. Reuter

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FINAL OFFICIAL STATEMENT

$7,295,000

HAMILTON COUNTY (INDIANA) REDEVELOPMENT DISTRICT

TAX INCREMENT REVENUE BONDS OF 2005

INTRODUCTION TO THE OFFICIAL STATEMENT

This Official Statement sets forth certain information concerning the issuance of $7,295,000 of Hamilton County Redevelopment District Tax Increment Revenue Bonds of 2005 (the “Bonds”) by the Hamilton County Redevelopment Commission (the “Commission”) on behalf of Hamilton County, Indiana (the “County”).

SECURITY AND SOURCES OF PAYMENT

The Bonds will be issued as provided in the Final Bond Resolution of the Commission adopted on October 14, 2005 (the “Bond Resolution”). Debt Service on the Bonds will be payable solely from Tax Increment (as defined below) collected in the Village Park Economic Development Area (the “Area”) and any cash or securities held in the funds and accounts established under the Bond Resolution and investment earnings theron (the “Trust Estate”). Additional security will be provided through the funding of a debt service reserve from funds on hand.

The Bonds do not constitute a corporate obligation of the County, but constitute a limited obligation of the Hamilton County Redevelopment District (the “District”), as a special taxing district, in the name of the County, payable solely from the Trust Estate. The District is not obligated to pay the debt service on the Bonds from any source other than the Trust Estate. Neither the full faith and credit nor the taxing power of the District or the County is pledged to the payment of the principal of or the interest on the Bonds. Additional security will be provided through the funding of a debt service reserve from funds on hand.

PURPOSE

The Bonds are being issued for the purpose of financing the construction of road improvements (the “Project”), and to pay costs of issuance. The Project will serve and benefit the Area .

REDEMPTION PROVISIONS

The Bonds are subject to optional redemption beginning August 1, 2015, as more fully described herein. The Bonds may be issued as Term Bonds and subject to mandatory sinking fund redemption as more fully described herein.

DENOMINATIONS

The Bonds are being issued in the denomination of $5,000 or integral multiples thereof.

REGISTRATION AND EXCHANGE FEATURES

Each Bond shall be transferable or exchangeable only upon the books of the Commission, kept for that purpose at the office of the Registrar, J.P. Morgan Trust Company, National Association, located in Indianapolis, Indiana, by registered owner in person, or by its attorney duly authorized in writing, upon surrender of such Bonds together with written instrument of transfer or exchange satisfactory to the Registrar. A further description of the registration and exchange features of the Bonds can be found in Section 3 of the Bond Resolution.

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PROVISIONS FOR PAYMENT

The principal on the Bonds shall be payable at the principal corporate trust office of the Registrar and Paying Agent, J.P. Morgan Trust Company, National Association, located in Dallas, Texas, or by wire transfer to the Depository Trust Company (“DTC”) or any successor depository. All payments of interest on the Bonds shall be paid by check, mailed one business day prior to the interest payment date to the registered owners as the names appear as of the fifteenth day preceding the interest payment date and at the addresses as the appear on the registration books kept by the Registrar or at such other address as is provided to the Registrar or at such other address as is provided to the Registrar or by wire transfer to DTC or any successor depository. If payment of principal or interest is made to DTC or any successor depository, payment shall be made by wire transfer on the payment date in same-day funds. If the payment date occurs on a date when financial institutions are not open for business, the wire transfer shall be made on the next succeeding business day. The Registrar shall be instructed to wire transfer payments by 1:00 pm (New York City time). Payments on the Bonds shall be made in lawful money of the United States of America, which, on the date of such payment, shall be legal tender.

So long as DTC or its nominee is the registered owner of the Bonds, principal and interest on the Bonds will be paid directly to DTC by the Paying Agent. (The financial disbursement of such payments to the beneficial owners of the Bonds will be responsibility of the DTC participants and Indirect Participants, as defined and more fully described herein).

TAX MATTERS

In the opinion of Ice Miller, Bond Counsel, interest on the Bonds is excludable from gross income for federal income tax purposes. Such exclusion is conditioned on continuing compliance with the Tax Covenants, hereinafter defined. In the opinion of Ice Miller, interest on the Bonds is exempt from income taxation in the State of Indiana. See Appendix D. The Bonds are not bank qualified.

AUTHORIZATION AND DELIVERY OF THE BONDS

The Bonds are to be issued under the authority of Indiana law, including, without limitation, IC 36-7-14 and IC 36-7-25, as in effect on the issue date of the Bonds (collectively, the “Act”), and pursuant to the Bond Resolution.

The Bonds are anticipated to be available for delivery in Indianapolis, Indiana on or about November 30, 2005.

THE 1993 BONDS

The defeasance of the 1993 Bonds will be accomplished by creating an irrevocable escrow and trust account (“Trust Account”) pursuant to an Escrow Agreement between the Commission and J.P. Morgan Trust Company, National Association, Indianapolis, Indiana, as escrow trustee (the “Escrow Agreement”) and depositing therein cash currently held in the 1993 Bond Principal and Interest Account. The 1993 Bonds will be payable from the Trust Account on February 1, 2006.

MISCELLANEOUS

The information contained in this Official Statement has been compiled from records and other materials provided by County officials and other sources deemed to be reliable, and while not guaranteed as to completeness or accuracy, it is believed to be correct as of this date. However, the Official Statement speaks only as of its date, and the information contained herein is subject to change.

The references, excerpts, and summaries of valid documents referred to herein do not purport to be complete statements of the provisions of such documents, and reference is directed to all such documents for full and complete statements of all matters of fact relating to the Bonds, the security for the payment of the Bonds and the rights and obligations of the owners thereof. Additional information may be requested from the Auditor, Hamilton County, One Hamilton County Square, Suite L21, Noblesville, Indiana 46060, phone (317) 776-8402.

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MISCELLANEOUS (CONTINUED)

Any statements made in this Official Statement involving matters of opinion or of estimates, whether or not so expressly stated, are set forth as such and not as representations of fact, and no representation is made that any of the estimates will be realized. Neither this Official Statement nor any statement which may have been made orally or in writing is to be construed as a contract with the owners of the Bonds.

The County will, upon request of any bondholder, provide current financial statements for review by the bondholder. The financial statements of the County will be available at reasonable times for inspection by any bondholder or its authorized agent as provided in the Bond Resolution.

SECURITIES BEING OFFERED

AUTHORIZATION

The Bonds are being issued under the authority of Indiana law, including without limitation, the Act and all laws amendatory thereof and supplemental thereto as in effect on the issue date of the Bonds and pursuant to the Bond Resolution. (See Appendix C)

The County created a five member Commission to undertake redevelopment and economic development efforts in the County in accordance with the Act. On August 15, 1989, the Commission adopted a Declaratory Resolution, as confirmed by a Confirmatory Resolution on September 26, 1989 to establish the Area for purposes of capturing all incremental real property tax revenues. The Project will serve and benefit the Area.

SOURCES AND USES OF FUNDS

Sources of Funds:

Tax Increment Revenue Bonds of 2005 1993 Debt Service Reserve 1993 Principal and Interest Account 1993 General Account

$7,295,000.00 418,161.51460,393.0794,845.58

Total $8,268,400.16

Uses of Funds:

Construction of road improvements Defeasance of 1993 Bonds Debt Service Reserve Cost of Issuance including Underwriter’s Discount and Original Issue Discount

$7,229,493.96 232,031.25548,000.00

258,874.95Total $8,268,400.16

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PRINCIPAL INTEREST BOND YEAR

DATE BALANCE RATE PRINCIPAL INTEREST TOTAL TOTAL

8/1/2006 7,295,000$ 3.25% 40,000$ $230,476.33 $270,476.33

2/1/2007 7,255,000 3.50% 100,000 171,490.00 271,490.00 $541,966.33

8/1/2007 7,155,000 3.50% 100,000 169,740.00 269,740.00

2/1/2008 7,055,000 3.75% 105,000 167,990.00 272,990.00 542,730.00

8/1/2008 6,950,000 3.75% 105,000 166,021.25 271,021.25

2/1/2009 6,845,000 4.00% 105,000 164,052.50 269,052.50 540,073.75

8/1/2009 6,740,000 4.00% 110,000 161,952.50 271,952.50

2/1/2010 6,630,000 4.10% 110,000 159,752.50 269,752.50 541,705.00

8/1/2010 6,520,000 4.10% 115,000 157,497.50 272,497.50

2/1/2011 6,405,000 4.20% 115,000 155,140.00 270,140.00 542,637.50

8/1/2011 6,290,000 4.20% 120,000 152,725.00 272,725.00

2/1/2012 6,170,000 4.30% 120,000 150,205.00 270,205.00 542,930.00

8/1/2012 6,050,000 4.30% 125,000 147,625.00 272,625.00

2/1/2013 5,925,000 4.40% 125,000 144,937.50 269,937.50 542,562.50

8/1/2013 5,800,000 4.40% 130,000 142,187.50 272,187.50

2/1/2014 5,670,000 4.50% 130,000 139,327.50 269,327.50 541,515.00

8/1/2014 5,540,000 4.50% 135,000 136,402.50 271,402.50

2/1/2015 5,405,000 4.60% 140,000 (1) 133,365.00 273,365.00 544,767.50

8/1/2015 5,265,000 4.60% 140,000 (1) 130,145.00 270,145.00

2/1/2016 5,125,000 4.60% 145,000 (1) 126,925.00 271,925.00 542,070.00

8/1/2016 4,980,000 4.60% 150,000 (1) 123,590.00 273,590.00

2/1/2017 4,830,000 4.60% 150,000 (1) 120,140.00 270,140.00 543,730.00

8/1/2017 4,680,000 4.60% 155,000 (1) 116,690.00 271,690.00

2/1/2018 4,525,000 5.00% 160,000 (2) 113,125.00 273,125.00 544,815.00

8/1/2018 4,365,000 5.00% 160,000 (2) 109,125.00 269,125.00

2/1/2019 4,205,000 5.00% 165,000 (2) 105,125.00 270,125.00 539,250.00

8/1/2019 4,040,000 5.00% 170,000 (2) 101,000.00 271,000.00

2/1/2020 3,870,000 5.00% 175,000 (2) 96,750.00 271,750.00 542,750.00

8/1/2020 3,695,000 5.00% 330,000 (2) 92,375.00 422,375.00

2/1/2021 3,365,000 5.00% 340,000 (2) 84,125.00 424,125.00 846,500.00

8/1/2021 3,025,000 5.00% 345,000 (2) 75,625.00 420,625.00

2/1/2022 2,680,000 5.00% 355,000 (2) 67,000.00 422,000.00 842,625.00

8/1/2022 2,325,000 5.00% 365,000 (2) 58,125.00 423,125.00

2/1/2023 1,960,000 5.00% 375,000 (2) 49,000.00 424,000.00 847,125.00

8/1/2023 1,585,000 5.00% 385,000 (2) 39,625.00 424,625.00

2/1/2024 1,200,000 5.00% 390,000 (2) 30,000.00 420,000.00 844,625.00

8/1/2024 810,000 5.00% 400,000 (2) 20,250.00 420,250.00

2/1/2025 410,000 5.00% 410,000 (2) 10,250.00 420,250.00 840,500.00

TOTALS $7,295,000 $4,519,877.58 $11,814,877.58 $11,814,877.58

(1) $880,000 of Term Bonds due August 1, 2017

(2) $4,525,000 of Term Bonds due February 1, 2025

DEBT SERVICE

AMORTIZATION SCHEDULE

$7,295,000 REDEVELOPMENT DISTRICT TAX INCREMENT REVENUE BONDS OF 2005

PROJECT DESCRIPTION

The proposed Project includes roadway improvements, engineering costs and related right of way acquisition for streets serving and benefiting the Area. Planned roadway improvements for Greyhound Pass, Western Way and 151st Street include reconstruction, lane additions or widening and traffic signals. The Project also includes construction of a new four lane access road on the east side of the Area connecting Greyhound Pass to 151st Street. Bond proceeds will also be used to pay costs of issuance.

THE ECONOMIC DEVELOPMENT AREA

The Commission established the Area and allocation area (coterminous with the Area) by adopting a Declaratory Resolution on August 15, 1989 and a Confirmatory Resolution on September 26, 1989. The Area was subsequently annexed by the Town of Westfield (the “Town”) and is comprised of approximately 126 acres within the Town located north of 146th Street, south of 151st Street and east of Meridian Street (US 31). The Area is currently occupied by a variety of retail businesses anchored by a strip mall owned and leased by Simon Property Group d/b/a Village Developers. Tenants and owner occupied retail establishments in the Area include but are not limited to the following: Walmart, Bed Bath and Beyond, Marsh Supermarkets, Ashley Furniture, Kohls Department Store, Menards and various other restaurants and retail businesses. The Town has consented to the issuance of the Bonds.

SECURITY AND SOURCES OF PAYMENT

The Bonds do not constitute a corporate obligation of the County. The Bonds shall constitute an indebtedness of the Commission payable in accordance with the terms of the Bond Resolution and secured by the pledge of the funds and accounts defined therein, including the Tax Increment, the debt service reserve and any interest earnings (collectively, the “Trust Estate”). (Please refer to the Bond Resolution shown in Appendix C, and also to the section entitled “Risks to Bondholders” contained in this Official Statement).

The District is not obligated to pay the debt service on the Bonds from any source other than the sources described above. Neither the full faith and credit nor the taxing power of the District or the County is pledged to the payment of the principal of or the interest on the Bonds.

FROM TAX INCREMENT:

Tax Increment consists of the tax proceeds attributable to 50% of real property assessed value within the Area, as of the assessment date in excess of the base assessed value, as defined in IC 36-7-14-39(b)(1) (referred to throughout this Official Statement as the “Tax Increment”). Tax Increment is not currently reduced by the additional credit (the “Additional Credit”) provided for in IC 36-7-14-39.5. The base assessed value means the net assessed value of all the property in the Area as finally determined for the assessment date immediately preceding the effective date of the declaratory resolution pursuant to IC 36-7-14-19 establishing the allocation areas. The base assessment date of the Area is March 1, 1989. Unless there is a draw on the Debt Service Reserve Account (as described below) the remaining 50% of the incremental assessed value of real property will be passed through to the overlapping taxing units. Under IC 6-1.1-21.2, beginning with property taxes payable if 2003, the portion of the State-paid Property Tax Replacement Credit (PTRC) for school general funds was increased from 20% to 60% of the school general fund tax rate. The increase in the Additional Credit (equal to this increased PTRC) would, if paid, result in a reduction in Tax Increment. The new law allows for the potentially lost Tax Increment to be replaced by a State-imposed property tax levy on the District (the “TIF Replacement Levy”). This TIF Replacement Levy is imposed annually by the Department of Local Government Finance (DLGF), unless the County Commissioners eliminate the TIF Replacement Levy. Although is it anticipated that the Replacement Levy will not be eliminated, the schedules in Appendix B have not included this amount in the future projected tax increment revenues.

For additional information on the Tax Increment as it relates to the Bonds, please refer to the “Accounting Report” in Appendix B.

Allocation Fund:

In the Allocation Fund, there will be established by the Trustee a Bond Principal and Interest Account and a Debt Service Reserve Account. The Allocation Fund and the Accounts created thereunder will be held by the Trustee. The Tax Increment distributions will be deposited into the Accounts in the Allocation Fund in the following order of priority.

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SECURITY AND SOURCES OF PAYMENT (CONTINUED)

(1) Bond Principal and Interest Account. Upon each semiannual distribution of Tax increment, the Auditor shall immediately pay to the Trustee for deposit into the Bond Principal and Interest Account, an amount sufficient, when taking into account moneys already on deposit in the Bond Principal and Interest Account, to pay the principal and interest due on the Bonds on the next February 1 or August 1 payment date. No deposit need to be made to the Bond Principal and Interest Account to the extent that the amount contained therein is at least equal to the principal and interest becoming due and payable on all outstanding Bonds on the next February 1 and August 1.

(2) Debt Service Reserve Account. Cash on hand in an amount equal to the Debt Service Reserve Requirement shall be deposited in the Debt Service Reserve Account, upon issuance of the Bonds. The Debt Service Reserve Requirement is $548,000. Moneys deposited and maintained in the Debt Service Reserve Account shall be applied to the payment of the principal of and interest on the Bonds to the extent that amounts in the Bond Principal and Interest Account and the Surplus Fund are insufficient to pay Debt Service when due and payable. If moneys in the Debt Service Reserve Account are transferred to the Bond Principal and Interest Account to pay Debt Service on the Bonds, the depletion of the balance in the Debt Service Reserve Account shall be made up from any moneys in the Surplus Fund and from the next available Tax Increment after the required deposits to the Bond Principal and Interest Account are made. If Tax Increment is required to be deposited in the Debt Service Reserve Account, Tax Increment shall be defined to include all real property tax proceeds from 100% of the assessed value as long as necessary to replenish the Debt Service Reserve Account. Any moneys in the Debt Service Reserve Account in excess of the Debt Service Reserve Requirement shall be deposited in the Bond Principal and Interest Account and applied as described above.

The Redevelopment Capital Fund: The proceeds in the Capital Fund and investment earnings thereon shall be expended to pay the costs of the Project including bond issuance expenses. The Auditor shall administer the moneys in the Capital Fund. After payment of all claims, any funds remaining in the Capital Fund will be transferred to the Bond Principal and Interest Account to pay debt service on the Bonds, or, as directed by the Commission, for the same purpose or type of project for which the Bonds were issued.

The Commission, acting in the name of the County, represents and warrants that there are no prior liens, encumbrances or other restrictions on the Tax Increment except for the 1993 Bonds or on the County’s ability to pledge the Tax Increment for the benefit of the owners of the Bonds. The 1993 Bonds will be defeased upon issuance of the Bonds.

For greater detail of flow of funds and accounts, refer to the Bond Resolution provided in Appendix C.

INVESTMENT OF FUNDS

Pursuant to the Bond Resolution, all funds shall be invested in “Qualified Investments”. Qualified Investments are direct obligations of the United States of America or other investments in which the Commission is permitted to invest under Indiana law.

RISKS TO BONDHOLDERS

Prospective investors in the Bonds should be aware that there are risk factors associated with the Bonds:

The Commission will pay debt service solely from the Trust Estate, including Tax Increment. The estimated Tax Increment available to pay debt service is based on capturing revenues generated by 50% of the incremental real property assessed value in the Area. The estimate of Tax Increment is dependent on certain assumptions as to future events, the occurrence of which cannot be guaranteed. In relying on estimates of Tax Increment contained herein, consideration should be given to risk factors, which could result in reduction in the estimated Tax Increment. Risk factors include, but are not limited to, the following:

(1) (a) General Risks of Tax Increment include: (i) destruction of property in the Area caused by natural disaster; (ii) delinquent taxes or adjustments of or appeals on assessments by property owners in the Area;

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RISKS TO BONDHOLDERS (CONTINUED)

(iii) a decrease in the assessed value of properties in the Area due to increase in depreciation, obsolescence or other factors by the assessor; (iv) acquisition of property in the Area by a tax-exempt entity; (v) removal or demolition of real property improvements by property owners in the Area; (vi) delayed billing, collection, or distribution of Tax Increment by the County auditor; (vii) a decrease in property tax rates or increase in the State of Indiana’s (“State”) PTRC which would increase the Additional Credit (if paid) applied to Tax Increment; (viii) the General Assembly, the courts, the DLGF or other administrative agencies with jurisdiction in the matter could enact new laws or regulations or interpret, amend, alter, change or modify the laws or regulations governing the calculation, collection, definition or distribution of Tax Increment including laws or regulations relating to reassessment, or a revision in the property tax system; or (ix) a change in any of the civil unit’s funding mechanisms (i.e. no longer funding it with property taxes) could adversely affect Tax Increment. Any such changes could cause the Tax Increment to fall below the levels set forth in the “Comparison of Estimated Tax Increment and Debt Service” schedule shown in Appendix B.

(b) Reduction of Tax Rates or Tax Collection Rates. Any substantial increase in the State or Federal aid or other sources of local revenues which would reduce local required fiscal support for certain public programs or any substantial increase in assessments outside the Area could reduce the rates of taxation by the taxing bodies levying taxes upon property within the Area and have an adverse effect on the amount of Tax Increment received by the Commission. Economic conditions or administrative action could reduce the collection rate achieved by the County within its jurisdiction, including the Area.

(c) Reassessment. The next general reassessment of property in the State is scheduled to be effective for property assessed March 1, 2011, for taxes payable in 2012. Reassessments are scheduled to occur every four years thereafter. The DLGF is required by law to make a one-time adjustment to neutralize the effect of a reassessment on property within tax increment allocation areas, including the Area, so the owners of obligations secured by tax increment revenues will not be adversely affected. Delays in the reassessment process, the inability to neutralize the effect of reassessment, or appeals of reassessments could adversely affect the Tax Increment.

(d) Additional Credit and Tax Rates Assumed in the Tax Increment Estimate. The estimate also assumes that the gross property tax will remain at approximately the same level as the certified 2005 tax rates, for the tax districts within the Area, through the term of the Bonds, and that the Commission will not grant the Additional Credit to taxpayers in the Area. The Commission could decide to grant the Additional Credit in future years. If the Additional Credit is granted, the amount of the PTRC (on which the calculation of the Additional Credit is based) could change if, among other things, property taxes are levied to pay debt service on bonds issued by any taxing units overlapping the Area. The General Assembly could also enact legislation changing the method of calculating, or the size of, the PTRC. Any decease in the tax rate or increase in the PTRC could result in a decrease in the amount of Tax Increment available to pay debt service, if the Additional Credit is granted by the Commission.

(e) Tax Increment Replacement Levy. Beginning with taxes payable in 2003, under IC 6-1.1-21-2, real property receives an increased PTRC on the school general fund from 20% to 60%. IC 6-1.1-21-2, also authorizes a property tax levy in the District to replace the Tax Increment lost from the increase in the PTRC unless the local legislative body acts to eliminate or reduce the TIF Replacement Levy. It is assumed that the County Commissioners will not rescind or reduce this State imposed TIF Replacement Levy. There can be no assurance that the TIF Replacement Levy will continue to be collected.

(2) In the event of delayed billing, collection or distribution by the county auditor of ad valorem property taxes levied on the District, sufficient funds may not be available to the Commission in time to pay debt service when due. This risk is inherent in all property-tax supported obligations and the debt service reserve account could be used to pay debt service under those circumstances.

ADDITIONAL BONDS

Parity Obligations-Tax Increment:

Pursuant to the Bond Resolution, the Commission reserves the right to authorize and issue parity obligations of the Commission (payable from Tax Increment), acting in the name of the County, for the purpose of raising money for

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ADDITIONAL BONDS (CONTINUED)

future local public improvements or economic development projects in, serving or benefiting the Area or to refund the Bonds or other parity obligations. The authorization and issuance of such parity obligations payable from Tax Increment, shall be subject to the following conditions precedent:

(1) All principal and interest payments with respect to all obligations payable from Tax Increment shall be current to date in accordance with the terms thereof, with no payment in arrears.

(2) For parity obligations payable from Tax Increment without a special benefits tax levy under IC 36-7-14-27 or a pledge of local option income taxes, the Commission and the Trustee shall have received a certificate prepared by an independent, qualified accountant or feasibility consultant ("Certifier") certifying the amount of the Tax Increment estimated to be received in each succeeding year, adjusted as provided below, which estimated amount shall be at least equal to one hundred twenty-five percent (125%) of the lease rental and debt service requirements with respect to the outstanding Bonds and the proposed parity obligations, for each respective year during the term of the outstanding Bonds. In estimating the Tax Increment to be received in any future year, the Certifier shall base the calculation on assessed valuation actually assessed or estimated to be assessed as of the assessment date immediately preceding the issuance of the parity obligations; provided, however, the Certifier shall adjust such assessed values for the current and future reductions of real property tax abatements granted to property owners in the Area. If the parity obligations are secured by a special benefits tax levy under IC 36-7-14-27 or a pledge of local option income taxes, this test does not need to be met.

(3) Payments of any parity obligations or junior obligations shall be payable semiannually in approximately equal installments on February 1 and August 1.

Subordinate Obligations:

Subordinate obligations may be issued in accordance with terms set forth in a resolution of the Commission with semiannual payments on February 1 and August 1.

REDEMPTION PROVISIONS

Optional Redemption:

The Bonds are redeemable at the option of the Commission on any date, on thirty (30) days’ notice, in whole or in part, in such order of maturity as the Commission shall direct and by lot within maturities on any date not earlier than August 1, 2015, at face value, plus accrued interest to the date fixed for redemption.

Notice of Redemption:

Notice of redemption shall be mailed to the registered owners of all Bonds to be redeemed at least 30 days prior to the date fixed for such redemption. If any of the Bonds are so called for redemption, and payment therefore is made to the Paying Agent in accordance with the terms of the bond resolution, then such Bonds shall cease to bear interest from and after the date fixed for redemption in the call. The redemption price of the Bonds is payable at the principal corporate trust operations office of the Paying Agent.

Mandatory Redemption Provisions:

The Bonds maturing August 1, 2017 and February 1, 2025 (collectively, the “Term Bonds”) are subject to mandatory sinking fund redemption prior to maturity at a redemption price equal to the principal amount thereof plus accrued interest to the date of redemption and on the dates and in the amounts in accordance with the following schedules:

REDEMPTION PROVISIONS (CONTINUED):

Date Amount2/1/2015 140,000$ 8/1/2015 140,0002/1/2016 145,0008/1/2016 150,0002/1/2017 150,0008/1/2017 155,000 *

Date Amount2/1/2018 160,000$ 8/1/2018 160,0002/1/2019 165,0008/1/2019 170,0002/1/2020 175,0008/1/2020 330,0002/1/2021 340,0008/1/2021 345,0002/1/2022 355,0008/1/2022 365,0002/1/2023 375,0008/1/2023 385,0002/1/2024 390,0008/1/2024 400,0002/1/2025 410,000 *

* Final Maturity

August 1, 2017 Term Bonds

February 1, 2025 Term Bonds

The Paying Agent shall credit against the mandatory sinking fund requirement for the Term Bonds, and corresponding mandatory redemption obligation, in the order determined by the Commission, any Term Bonds which have previously been redeemed (otherwise than as a result of a previous mandatory redemption requirement) or delivered to the Registrar for cancellation or purchased for cancellation by the Paying Agent and not theretofore applied as a credit against any redemption obligation. Each Term Bond so delivered or canceled shall be credited by the Paying Agent at 100% of the principal amount thereof against the mandatory sinking fund obligation or that series on such mandatory redemption date, and any excess of such amount shall be credited on future redemption obligations, and the principal amount of the Bonds to be redeemed by operation of the mandatory sinking fund requirement shall be accordingly reduced. If fewer than all of the Bonds are called for redemption at one time, the Bonds shall be redeemed in such amounts and order of maturity as the Commission shall direct, and by lot within maturity. Each $5,000 principal amount shall be considered a separate Bond for purposes of optional and mandatory redemption. If some Bonds are to be redeemed by optional redemption and mandatory sinking fund redemption on the same date, the Paying Agent shall select by lot the Bonds for optional redemption before selecting Bonds by lot for the mandatory sinking fund redemption.

INTEREST PAYABLE

Interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day months.

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BOOK-ENTRY-ONLY SYSTEM

The Bonds will be available only in book-entry form in the principal amount of $5,000 or any integral multiple thereof. DTC will act as the initial securities depository for the Bonds. The ownership of one fully registered Bond will be registered in the name of Cede & Co., as nominee for DTC.

SO LONG AS CEDE & CO., AS NOMINEE OF DTC, IS THE REGISTERED OWNER OF THE BONDS, REFERENCES IN THIS OFFICIAL STATEMENT TO THE REGISTERED OWNERS (OR THE OWNERS) WILL MEAN CEDE & CO. AND WILL NOT MEAN THE BENEFICIAL OWNERS.

The Depository Trust Company (“DTC”), New York, New York, will act as securities depository for the Bonds. The Bonds will be issued as fully registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered Bond will be issued for the Bonds, in the aggregate principal amount of such issue, and will be deposited with DTC.

DTC, the world’s largest depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 2 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments from over 85 countries that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC, in turn, is owned by a number of Direct Participants of DTC and Members of the National Securities Clearing Corporation, Government Securities Clearing Corporation, MBS Clearing Corporation, and Emerging Markets Clearing Corporation, (NSCC, GSCC, MBSCC, and EMCC, also subsidiaries of DTCC), as well as by the New York Stock Exchange, Inc., the American Stock Exchange LLC, and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others such as both U.S. and non-U.S securities brokers and dealers, banks, trust companies and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). DTC has Standard & Poor’s highest rating: AAA. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com.

Purchases of the Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Bonds on DTC’s records. The ownership interest of each actual purchaser of each Bond (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase, but Beneficial Owners are expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the Bonds, except in the event that use of the book-entry system for the Bonds is discontinued.

To facilitate subsequent transfers, all of the Bonds deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co. or such other name as may be requested by an authorized representative of DTC. The deposit of the Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.

Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory and regulatory requirements as may be in effect from time to time.

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BOOK-ENTRY-ONLY SYSTEM (CONTINUED)

Redemption notices shall be sent to DTC. If less than all of the Bonds within a maturity are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such maturity to be redeemed.

Neither DTC nor Cede & Co. (nor such other DTC nominee) will consent or vote with respect to the Bonds unless authorized by a Direct Participant in accordance with DTC’s procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Commission as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts for the Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy).

Principal of and interest payments on the Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants accounts, upon DTC’s receipt of funds and corresponding detail information from the Commission or the Paying Agent, on the payable date in accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such Participant and not of DTC (nor its nominee), the Paying Agent, any other Fiduciary or the Commission, subject to any statutory or regulatory requirements as may be in effect from time to time. Payments of principal and interest to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Commission or the Paying Agent, or any other Fiduciary, disbursement of such payments to Direct Participants shall be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners shall be the responsibility of Direct and Indirect Participants.

DTC may discontinue providing its services as securities depository with respect to the Bonds at any time by giving reasonable notice to the Commission or the Paying Agent. Under such circumstances, in the event that a successor securities depository is not obtained, Bond certificates are required to be printed and delivered.

The Commission may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository). In that event, Bond certificates will be printed and delivered. The information contained in this section concerning DTC and DTC’s book-entry system has been obtained from sources that the Commission believes to be reliable, but neither the Commission nor the Underwriter takes any responsibility for the accuracy thereof.

In the event that the book-entry system for the Bonds is discontinued, the Paying Agent will provide for the registration of the Bonds in the name of the Beneficial Owners thereof. The Commission, the Trustee, the Paying Agent and any other Fiduciary would treat the person in whose name any Bond is registered as the absolute owner of such Bond for the purposes of making and receiving payment of the principal thereof and interest thereon, and for all other purposes, and none of these parties would be bound by any notice or knowledge to the contrary.

REVISION OF BOOK-ENTRY SYSTEM

In the event that either (1) the Commission receives notice from DTC to the effect that DTC is unable or unwilling to discharge its responsibilities as a clearing agency for the Bonds or (2) the Commission elects to discontinue its use of DTC as a clearing agency for the Bonds, then the Commission and the Paying Agent will do or perform or cause to be done or performed all acts or things, not adverse to the rights of the holders of the Bonds, as are necessary or appropriate to discontinue use of DTC as a clearing agency for the Bonds and to transfer the ownership of each of the Bonds to such person or persons, including any other clearing agency, as the holder of such Bonds may direct in accordance with the Bond Resolution. Any expenses of such a discontinuation and transfer, including any expenses of printing new certificates to evidence the Bonds will be paid by the Commission.

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PROCEDURES FOR PROPERTY ASSESSMENT, TAX LEVY AND COLLECTION

The Bonds are payable solely from the Trust Estate, including the Tax Increment. Real and personal property in the State is assessed each year as of March 1. On or before August 1st each year, the County Auditor must submit to each underlying taxing unit a statement of (i) the estimated assessed value of the taxing unit as of March 1st of that year, and (ii) an estimate of the taxes to be distributed to the taxing unit during the last six months of the current budget year. The estimated value is based on property tax lists delivered to the Auditor by the Township Assessors in Marion County and the County Assessor in all other counties on or before July 1.

The estimated value is used when the governing body of a local taxing unit meets to establish its budget for the next fiscal year (January 1 through December 31), and to set tax rates and levies. By statute, the budget, tax rate and levy must be established no later than the last meeting of the fiscal body in September for Marion County; no later than September 30th for all second class cities; and no later than September 20th for most other units. The budget, tax levy and tax rate are subject to review and revision by the Department of Local Government Finance (DLGF) which, under certain circumstances, may revise, reduce or increase the budget, tax rate, or levy of a taxing unit. The DLGF must complete its actions on or before February 15.

On or before March 1, the County Auditor prepares and delivers the tax duplicate, which is a roll of property taxes payable in that year, to the County Treasurer. Upon receipt of the tax duplicate, the County Treasurer publishes notice of the tax rate in accordance with Indiana statues. The County Treasurer mails tax statements at least 15 days prior to the date that the first installment is due (due dates may be delayed due to a general reassessment or other factors). Property taxes are due and payable to the County Treasurer in two installments on May 10 and November 10, unless a later due date is established by order of the DLGF. If an installment of taxes is not completely paid on or before the due date, a penalty of 10% of the amount delinquent is added to the amount due. On May 10 and November 10 of each year thereafter, an additional penalty equal to 10% of any taxes remaining unpaid is added. The penalties are imposed only on the principal amount of the delinquency. Property becomes subject to tax sale procedures after 15 months of delinquency. The County Auditor distributes property taxes collected to the various taxing units on or about June 30 after the May 10 payment date and December 31 and after the November 10 payment date.

Pursuant to State law, personal property is assessed at its actual historical cost less depreciation. Real property is valued for assessment purposes at its “true tax value” as defined in Real Property Assessment Rule, 50 IAC 2.3, the 2002 Real Property Assessment Manual (“Manual”), as incorporated into 50 IAC 2.3, and the 2002 Real Property Assessment Guidelines, Version A (“Guidelines”), as adopted by the DLGF. The Manual defines “true tax value” as “the market value in use of property for its current use, as reflected by the utility received by the owner or a similar user from that property”. The Manual permits assessing officials in each county to choose any acceptable mass appraisal method to determine true tax value, taking into consideration the ease of administration and the uniformity of the assessments produced by that method. The Guidelines were adopted to provide assessing officials with an acceptable appraisal methodology, although the Manual makes it clear that assessing officials are free to select from any number of appraisal methods, provided that they are capable of producing accurate and uniform values throughout the jurisdiction and across all classes of property. The Manual specifies the standards for accuracy and validation that the DLGF will use to determine the acceptability of any alternate appraisal method.

“Net Assessed Value” or “Taxable Value” represents the “Gross Assessed Value” less certain deductions for, mortgages, veterans, the aged, the blind, economic revitalization, resource recovery systems, rehabilitated residential property, solar energy systems, wind power devices, coal conservation systems, hydroelectric systems, geothermal devices, inventory in enterprise zone and tax-exempt property. The “Net Assessed Value” or “Taxable Value” is the value used to determination of tax rates. If an assessing official changes the assessed value of property, a notice of that change is sent by either the township assessor or the County Property Tax Assessment Board of Appeals to the affected property owner. The property owner may appeal the assessment by filing a Petition for Review of Assessment within 45 days of the date the notice was mailed. While the appeal is pending, the taxpayer may pay taxes based on the current year’s tax rate and the previous or current year’s assessed value.

A State property tax replacement credit (PTRC) is applied to the property tax liability of a taxpayer. The maximum amount of the PTRC is: (a ) sixty percent (60%) of a taxpayer’s real and personal property tax liability for the general fund levy imposed by the school corporation; and (b) approximately twenty percent (20%) of a taxpayer’s real property tax liability for the general fund levies imposed by the taxing units in the taxing district (less sixty percent (60%) of a taxpayer’s property tax liability for the general fund levy imposed by the school corporation); and (c) approximately twenty percent (20%) of taxpayer’s personal property that is not business personal property

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PROCEDURES FOR PROPERTY ASSESSMENT, TAX LEVY AND COLLECTION (CONTINUED)

tax liability for the general fund levies imposed by the taxing units in the taxing district (less sixty percent 60% of the taxpayer’s property tax liability for the general fund levy imposed by the school corporation). Legislation enacted in 2005 may have the effect of reducing the amount of State PTRC payment paid to the County. A State homestead credit is also applied to the property tax liability of an owner of a primary residence in the State. The amount of the State homestead credit is equal to approximately 20% of the taxpayer’s property tax liability for the general fund levies imposed by all of the taxing units in the taxing district (less the State property tax replacement credit).

The State does not pay the PTRC on Tax Increment. However, IC 36-7-14-39.5(c) entitles taxpayers in an allocation area to the Additional Credit payable from Tax Increment in an amount equal to the State PTRC unless the County Commissioners deny the Additional Credit, as they have done in the Area. Since 2003, under 6-1.1-21.2, the portion of the State PTRC relating to school general funds has been increased from 20% to 60% of the school general fund tax rate. The Tax Increment lost from this increase in the Additional Credit (equal to the PTRC) (if paid) may be replaced by a property tax levy throughout the District (the “TIF Replacement Levy”). This TIF Replacement Levy will be initiated annually by the State of Indiana, unless the County Commissioners reduce or eliminate the TIF Replacement Levy. The County Commissioners have not taken action to eliminate or reduce the TIF Replacement levy since its inception. The schedules estimating Tax Increment contained in Appendix B assume that the County Commissioners will not take action to reduce or eliminate the TIF Replacement Levy.

ORIGINAL ISSUE DISCOUNT

The initial public offering price of the Bonds maturing on August 1, 2017 (such Bonds, the “Discount Bonds”) is less than the principal amount payable at maturity. The Discount Bonds will be considered to be issued with original issue discount. The difference between the initial public offering price of the Discount Bonds, as set forth on the cover page of this Official Statement (assuming it is the first price at which a substantial amount of that maturity is sold) (the “Issue Price” for such maturity), and the amount payable at maturity of the Discount Bonds, will be treated as “original issue discount.” The original issue discount on each of the Discount Bonds is treated as accruing daily over the term of such Bond on the basis of the yield to maturity determined on the basis of compounding at the end of each six-month period (or shorter period from the date of the original issue) ending on February 1 and August 1 (with straight line interpolation between compounding dates). An owner who purchases a Discount Bond in the initial public offering at the Issue Price for such maturity will treat the accrued amount of original issue discount as interest which is excludable from the gross income of the owner of that Discount Bond for federal income tax purposes.

Section 1288 of the Code provides, with respect to tax-exempt obligations such as the Discount Bonds, that the amount of original issue discount accruing each period will be added to the owner’s tax basis for the Discount Bonds. Such adjusted tax basis will be used to determine taxable gain or loss upon disposition of the Discount Bonds (including sale, redemption or payment at maturity). Owners of Discount Bonds who dispose of Discount Bonds prior to maturity should consult their tax advisors concerning the amount of original issue discount accrued over the period held and the amount of taxable gain or loss upon the sale or other disposition of such Discount Bonds prior to maturity.

The original issue discount that accrues in each year to an owner of a Discount Bond may result in certain collateral federal income tax consequences. Owners of any Discount Bonds should be aware that the accrual of original issue discount in each year may result in a tax liability from these collateral tax consequences even though the owners of such Discount Bonds will not receive a corresponding cash payment until a later year.

Owners who purchase Discount Bonds in the initial public offering but at a price different from the Issue Price for such maturity should consult their own tax advisors with respect to the tax consequences of the ownership of the Discount Bonds.

The Code contains certain provisions relating to the accrual of original issue discount in the case of subsequent purchasers of Bonds such as the Discount Bonds. Owners who do not purchase Discount Bonds in the initial offering should consult their own tax advisors with respect to the tax consequences of the ownership of the Discount Bonds.

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ORIGINAL ISSUE DISCOUNT (CONTINUED)

Owners of Discount Bonds should consult their own tax advisors with respect to the state and local tax consequences of owning the Discount Bonds. It is possible under the applicable provisions governing the determination of state or local income taxes that accrued interest on the Discount Bonds may be deemed to be received in the year of accrual even though there will not be a corresponding cash payment until a later year.

CONTINUING DISCLOSURE

Pursuant to continuing disclosure requirements promulgated by the Securities and Exchange Commission in SEC Rule 15c2-12, as amended (the “Rule”), the County will enter into a Continuing Disclosure Undertaking Agreement (the “Agreement”), to be dated the dated the date of initial delivery of the Bonds are outstanding, to provide the following information:

Audited Financial Statements. To each nationally recognized municipal securities information repository (“NRMSIR”) then in existence and to the Indiana state information depository then in existence, if any (“SID”), when and if available, the comprehensive annual financial report of the County (“CAFR”) for each twelve (12) month period, beginning with the twelve (12) month period ending December 31, 2005, together with the opinion of such accountants and all notes thereto, within sixty (60) days of receipt; and

Financial Information in this Official Statement. To each NRMSIR then in existence and to the SID, within 180 days of each December 31, beginning with the calendar year ending December 31, 2005, unaudited annual financial information for the County for such calendar year including (1) unaudited financial statements of the County, including the CAFR; (ii) operating data including (a) a statement of Tax Increment collected in the preceding year for payment of the Bonds and (b) information included under the following headings in Appendix A and Appendix B of the Official Statement (collectively, the “Annual Information”):

APPENDIX A

GENERAL ECONOMIC AND FINANCIAL INFORMATION - Historical Net Assessed Valuation of Hamilton County - Comparative Schedule of Hamilton County Tax Rates - Property Taxes Assessed and Collected - Large Taxpayers - Combined Statement of Revenues, Expenditures and Changes in Fund Balance

APPENDIX B

- Schedule of Historical Tax Increment

Event Notices. In a timely manner, to each NRMSIR or to the Municipal Securities Rulemaking Board (“MSRB”), and to the SID notice of certain events listed in the Rule, if material with respect to the Bonds (which determination of materiality shall be made by the County in accordance with the standards established by federal securities laws).

Failure to Disclose. In a timely manner, to each NRMSIR or to the MSRB, and to the SID notice of the County failing to provide the annual financial information as described above.

The County may, from time to time, amend or modify the Agreement without the consent of or notice to the owners of the Bonds if either (a)(i) such amendments, waiver, or modification is made in connection with a change in circumstances that arises from a change in legal requirements, change in law or change in the identity, nature, or status of the County, or type of business conducted; (ii) the Agreement, as so amended or modified, would have complied with the requirements of the Rule on the date of execution of the Agreement, after taking into account any

15

CONTINUING DISCLOSURE (CONTINUED)

amendments or interpretations of the Rule, as well as any change in circumstances; and (iii) such amendment or modification does not materially impair the interests of the holders of the Bonds, as determined either by (A) any nationally recognized bond counsel or (B) an approving vote of the bondholders at the time of such amendment or modification or (b) such amendment or modification (including an amendment or modification which rescinds the Agreement) is permitted by the SEC Rule, as then in effect.

The County may, at its sole discretion, use an agent in connection with the dissemination of any financial information required to be provided by the County pursuant to the terms of the Rule and this Agreement.

The purpose of the Agreement is to enable the Underwriter to purchase the Bonds by providing for an undertaking by the County in satisfaction of the Rule. The Agreement is solely for the benefit of the owners of the Bonds and creates no new contractual or other rights for the SEC, underwriters, brokers, dealers, municipal securities dealers, potential customers, other obligated persons or any other third party. The sole remedy against the County for any failure to carry out any provision of the Agreement shall be for specific performance of the County’s disclosure obligations under and not for money damages of any kind or in any amount or any other remedy. The County’s failure to honor its covenants hereunder shall not constitute a breach or default of the Bonds, the Bond Resolution, or any other agreement to which the County or the Commission is a party.

UNDERWRITING

The Bonds are being purchased by City Securities Corporation (the “Underwriter”) at a purchase price of $7,181,125.05 (which is $7,295,000, the original principal amount of the Bonds, less $102,091.75 in Underwriter’s Discount and $11,783.20 in Original Issue Discount). The Bond Purchase Agreement provides that all of the Bonds will be purchased by the Underwriter if any of such Bonds are purchased.

The Underwriter intends to offer the Bonds to the public at the offering prices set forth on the cover page of this Official Statement. The Underwriter may allow concessions to certain dealers (including dealers in a selling group of the Underwriter and other dealers depositing the Bonds into investment trusts), who may re-allow concessions to other dealers. After the initial public offering, the public offering price may be varied from time to time by the Underwriter.

LITIGATION

To the knowledge of the officers and counsel for the Commission and the County, there is no litigation pending, or threatened, against the Commission or the County, which in any way questions or affects the validity of the Bonds, or the Bond Resolution, or any proceedings or transactions relating to the issuance, sale or delivery of the Bonds or the collection of Tax Increment (except as described under “Risks to Bondholders”) to pay debt service.

The counsel for the County has stated that no litigation has been instituted, nor to its knowledge is there any litigation pending or threatened, which individually or in the aggregate will have a materially adverse effect upon the financial position of the County.

CERTAIN LEGAL MATTERS

Legal matters incident to the authorization and issuance of the Bonds are subject to the unqualified approving opinion of Ice Miller, Indianapolis, Indiana, Bond Counsel, whose approving opinion will be available at the time of delivery of the Bonds. Ice Miller has not been asked nor has it undertaken to review the accuracy or sufficiency of this Official Statement, and will express no opinion thereon. The form of opinion of Bond Counsel is included as Appendix D of the Official Statement.

VERIFICATION

The mathematical calculations of the adequacy of the deposit to the Trust Account to pay the principal of and accrued interest on all the outstanding 1993 Bonds on February 1, 2006 will be verified by O.W. Krohn & Associates, Certified Public Accountants, LLP. Such recomputations will be based upon information, assumptions and calculations supplied by the Underwriter.

16

LEGAL OPINIONS AND ENFORCEABILITY OF REMEDIES

The various legal opinions to be delivered concurrently with the delivery of the Bonds express the professional judgment of the attorneys rendering the opinion as to the legal issues explicitly addressed therein. By rendering a legal opinion, the opinion giver does not become an insurer or guarantor of that expression of professional judgment, of the transaction opined upon, or of the future performance of parties to such transaction. Nor does the rendering of an opinion guarantee the outcome of any legal dispute that may arise out of the transaction.

The remedies available to the bondholders upon a default under the Bond Resolution, or to the Commission, are in many respects dependent upon judicial actions which are often subject to discretion and delay. Under existing constitutional and statutory law and judicial decisions, including specifically Title 11 of the United States Code (the federal bankruptcy code), the remedies provided in the Bond Resolution may not be readily available or may be limited. Under Federal and State environmental laws certain liens may be imposed on property of the County or the Commission from time to time but the Commission has no reason to believe, under existing law, that any such lien would have priority over the lien on the Tax Increment and the funds held under the Bond Resolution pledged to the payment of the Bonds.

The various legal opinions to be delivered concurrently with the delivery of the Bonds will state that the enforceability of the various legal instruments is subject to limitations imposed by the valid exercise of the constitutional powers of the County, the Commission, the State of Indiana and the United State of America and bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). These exceptions would encompass any exercise of the federal, State or local police powers (including the police powers of the County and the Commission), in a manner consistent with the public health and welfare. Enforceability of the Indenture and the Bond Resolution in a situation where such enforcement may adversely affect public health and welfare may be subject to such police powers.

17

This Official Statement and its execution is duly authorized.

HAMILTON COUNTY REDEVELOPMENT COMMISSION

By: /s/ Gary Meunier President

Attest: /s/ Art Levine Secretary

[THIS PAGE INTENTIONALLY LEFT BLANK]

APPENDIX A

GENERAL INFORMATION

TABLE OF CONTENTS

Page(s)Project Description . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . General, Physical and Demographic Information Location . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . General Characteristics. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Government. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Population. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Planning and Zoning. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Transportation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Police and Fire Protection. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Education . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Communication. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Utilities.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Recreation/Culture/Library. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Medical Facilities.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

A-1

A-1 A-1

A-1, 2 A-2 A-2 A-2 A-2

A-2, 3 A-3 A-3

A-3, 4 A-4

General Economic and Financial Information Financial Institutions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Industry and Commerce.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Large Employers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Employment.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Miscellaneous Economic Information.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Building Permits.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Schedule of Bonded Indebtedness. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Notes to Bonded Indebtedness.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Debt Ratios.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Historical Schedule of Net Assessed Valuations of Hamilton County. . . . . . . . . . . . . . . . . . . Detail of Net Assessed Valuation of Hamilton County . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Comparative Schedule of Hamilton County Total Tax Rates. . . . . . . . . . . . . . . . . . . . . . . . . . Comparative Schedule of Hamilton County Tax Rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Property Taxes Assessed and Collected. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Large Taxpayers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Combined Statement of Revenues, Expenditures, and Changes in Fund Balances – All Governmental Fund Types and Expendable Trust Funds – 2002. . . . . . . . . . . . . . . . . . Combined Statement of Revenues, Expenditures, and Changes in Fund Balances – All Governmental Fund Types and Expendable Trust Funds – 2003. . . . . . . . . . . . . . . . . . Combined Statement of Revenues, Expenditures, and Changes in Fund Balances – All Governmental Fund Types and Expendable Trust Funds – 2004. . . . . . . . . . . . . . . . . . Pension Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

A-5 A-5, 6

A-7 A-7

A-7, 8 A-8 - 10 A-11, 12 A-12 - 19

A-19 A-20 A-21 A-22 A-23 A-24 A-25

A-26

A-27

A-28 A-29

PROJECT DESCRIPTION

The proposed project includes roadway improvements, engineering costs and related right of way acquisition for streets serving and benefiting the Village Park Economic Development Area (“Area”). Planned roadway improvements for Greyhound Pass, Western Way and 151st Street include reconstruction, lane additions or widening and traffic signals. The project also includes construction of a new four lane access road on the east side of the Area connecting Greyhound Pass to 151st Street. Bond proceeds will also be used to pay costs of issuance.

GENERAL, PHYSICAL AND DEMOGRAPHIC INFORMATION

LOCATION

The center of Hamilton County is located 25 miles north of downtown Indianapolis. The county seat of Hamilton County is Noblesville. The County is comprised of six towns and two cities in nine townships.

GENERAL CHARACTERISTICS

Hamilton County is the fastest growing county in Indiana. It is evident by the population statistics shown on page A-2 that Hamilton County has experienced tremendous growth in the past few decades. Hamilton County serves mainly as a residential and commercial area for County and Indianapolis professionals. Hamilton County has numerous residents who commute to the City of Indianapolis for employment, recreation and education. Located within the County are a variety of light manufacturing, retail and service-related companies. The northern part of the County is mostly rural with acres planted in corn and soybeans. As shown on page A-7, the unemployment rate in Hamilton County has been substantially lower than that of the State of Indiana. The construction of many modern office complexes, shopping centers, medical offices and facilities and light industry are among recent developments of the Hamilton County area.

The U. S. Bureau of Census shows Hamilton County as the 16th most affluent county in the United States as measured by median household income. Hamilton County ranks first in the State of Indiana for per capita personal income and median household income. The unemployment rate in Hamilton County has been substantially lower than that of the State of Indiana. Currently Hamilton County has the lowest unemployment rate in Indiana. Recently released statistics from the U. S. Census Bureau, show that the number of housing units in Hamilton increased from 69,478 to 83,003, or 19%, from 2000 to 2003. Based upon this measure of growth, Hamilton County is the 20th fastest growing county in the country.

GOVERNMENT

Hamilton County is governed by three county commissioners and a seven-member county council. The county commissioners are elected from separate districts by the vote of the entire County and are responsible for the administration of county ordinances. The council members are elected to four-year terms with three members elected “at large” by County-wide voting while four members are elected by districts. Additional county offices and departments include the following:

Elected Officials: Auditor Coroner Circuit Court Judge (1) Treasurer Sheriff Superior Court Judge (5) Recorder Prosecuting Attorney Assessor County Clerk Surveyor

Appointed Officials:

County Administrator County Attorney Chief Probation Officer Plan Commission (6) County Health Officer Highway Engineer Highway Director

A-1

GOVERNMENT (CONTINUED) Supplemental Boards: Alcoholic Beverage Board (1 to 4) Hamilton County Park Board Hospital Board Tax Adjustment Board Data Board Public Welfare Commission on Public Records Jury Commissioners Board of Health Board of Review Hamilton County Cemetery Association (1) Veterans Service Officer

POPULATION

The population of Hamilton County for the past five census dates is as follows, according to the U. S. Bureau of Census: Hamilton County

Year Population Percentage Increase1960 1970 1980 1990 2000

2001, July (Est.) 2002, July (Est.) 2003, July (Est.) 2004, July (Est.)

40,13254,53282,027

108,936 182,740 196,801 208,628 220,864 231,760

40.9%35.9%50.4%32.8%67.7% 7.7% 6.0% 5.9% 4.9%

The above statistics rank Hamilton County as the fastest growing county in Indiana during the years 1990-2004.

PLANNING AND ZONING

The Hamilton County Plan Commission, made up of nine voting members, oversees the development of White River and Wayne Townships and certain portions of Adams Township. The Cities of Noblesville and Carmel and the Towns of Westfield, Fishers, Sheridan, Cicero, Arcadia and Atlanta are served by their respective building and zoning departments. The County also has a North Board of Zoning Appeals and South Board of Zoning Appeals which are served by five members each.

TRANSPORTATION

Major interstates are easily accessible with Interstate 465 located on the southern edge of the County which connects four major interstates (I-65, I-69, I-70 and I-74) and U. S. 31. Interstate 69 is located on the eastern side of the County. In addition, State roads 19, 32, 37, 38 and 238 traverse the area. Fifteen interstate and four intrastate trucking lines provide carrier services to the residents of Hamilton County.

The Indianapolis International Airport is located approximately 25 miles southwest of Hamilton County. Several airports throughout the County area provide charter air service.

POLICE AND FIRE PROTECTION

The Hamilton County Sheriff’s Department provides county-wide police protection. Municipal police departments provide law enforcement in the incorporated areas of the County. Fire protection is also provided by several municipal departments as well as many volunteer fire departments throughout the County.

EDUCATION

Hamilton Heights School Corporation, Noblesville Schools, Carmel Clay Schools, Hamilton Southeastern Schools, Westfield-Washington Schools and Marion-Adams Community School Corporation provide public education for school-aged children of Hamilton County. Each of the schools offers a comprehensive academic curriculum and a variety of extra-curricular activities. Enrollment and employment information as reported by school administrators as follows:

A-2

EDUCATION (CONTINUED)2004/05

EnrollmentCertified

EmployeesNon-certifiedEmployees

Hamilton Heights School Corporation Noblesville Schools Carmel Clay Schools Hamilton Southeastern Schools Westfield-Washington Schools Marion-Adams Community School Corporation

2,208 7,448

14,054 13,054

4,942 1,112

139 427 906 739 307 70

152 433 1,056 658 176 80

The Hamilton Heights School Corporation is comprised of one elementary, one middle school and one high school. The Noblesville Schools have one high school, one middle school, one intermediate school, and six elementary schools. Hamilton Southeastern Schools currently operate eleven elementary schools, two intermediate schools (grades five and six), two junior high schools and one high school. Westfield-Washington Schools currently operate four elementary schools, one intermediate school, one middle school, and one high school. Carmel Clay Schools are comprised of ten elementary schools, three middle schools, and one high school. The Marion-Adams Community Schools Corporation serves the residents of Sheridan, but a part of its school district is in neighboring Boone County. In addition to the above, there are several parochial schools which provide education for grades kindergarten through twelve. The school systems of Hamilton County continually expand their academic curriculum and modernize their school facilities to improve their educational standards.

Hamilton County’s central Indiana location and proximity to Indianapolis provides students with a wide range of opportunities for higher education and vocational training. Located within a 70-mile radius are several institutions for higher learning, including Anderson University, Marian College, Ball State University, Purdue University, Butler University, University of Indianapolis, DePauw University, Indiana University/Purdue University at Indianapolis, and Wabash College. Vocational training is included in the high school curriculum. Vocational centers are located in Indianapolis with Indiana Vocational Technical College offering classes in Hamilton County.

COMMUNICATIONS

Subscription newspapers offered to the residents of Hamilton County include the Indianapolis Star and the Noblesville Ledger on a biweekly basis, and the Noblesville Daily Times is provided on a daily basis. The Carmel News Tribune is another weekly publication provided to residents of Hamilton County. Indianapolis area radio stations provide news and music to a variety of listeners. All major television networks (originating in Indianapolis) and cable television are availableto the County’s residents.

UTILITIES

The supplier of electrical power in the County is mainly CINergy, Inc., although a few areas are served by Indianapolis Power and Light. Natural gas is primarily supplied by Vectren Energy Delivery. Most of the cities and towns provide water and sewage services to their residents although Indiana Cities Water Company, Indianapolis Water Company and Harbour Water Company are the sources of water for certain County residents. Telephone communication is provided by SBC and Verizon.

RECREATION/CULTURE/LIBRARY

The County’s proximity to Indianapolis provides residents with an abundance of leisure time activities. Participatory and spectator activities include the Indianapolis Zoo and White River Gardens, The Children’s Museum, the Indianapolis Motor Speedway, the Museum of Art, Circle Centre Mall, professional athletic events, the NCAA Hall of Champions, the I. U. Natatorium, the Velodrome, and numerous other recreational facilities.

A variety of recreational features can be found in Hamilton County including the Conner Prairie Pioneer Settlement, Indiana Transportation Museum, Stoney Creek Farm, Verizon Wireless Music Center and Waterfront Resorts. Forest Park, a 550-acre municipally owned park, contains two golf courses and facilities for swimming, tennis, baseball and picnicking.

A-3

RECREATION/CULTURE/LIBRARY (CONTINUED)

Morse Lake and Geist Reservoir, two of the largest artificial lakes in Indiana, provide opportunity for fishing, boating and swimming. The County has a number of golf courses and parks which provide recreational opportunities to County residents.

Cultural activities are provided by several local organizations. Indianapolis offers a wide range of cultural attractions including art, theater, symphonic productions and ballet.

The Noblesville-Southeastern Public Library provides library services for the City of Noblesville, the Town of Fishers, and Delaware, Fall Creek, Wayne and Noblesville Townships. The Library offers a wide range of materials including books, periodicals, microfiche, and video cassette tapes. Interlibrary loan and reciprocal borrowing provide further access to library materials. The library issued $29 million of bonds in May 2003 for additions and renovations to the Fishers and Noblesville branches. The Carmel Clay Public Library serves Clay Township and the City of Carmel. The two-story, 116,385 sq. ft. library provides state-of-the-art technology, group study rooms and two technology centers. The Hamilton North Public Library serves residents of Arcadia, Atlanta, Cicero and Jackson Township. The Westfield Public Library offers library services for the residents of Westfield and the surrounding area.

MEDICAL FACILITIES

Hamilton County is served by Riverview Hospital, which is a full service acute care hospital located in Noblesville. The number of hospital employees consists of 650 full-time equivalent employees. Recently, the hospital added a women’s center, an out-patient diagnostic center, a new surgery center, which includes a physician office complex, a wellness center and a surgery department. The hospital also constructed an addition to the radiation therapy department. Riverview boasts the only Cardiac Catheterization Laboratory, Cancer Center, Maternity Center, and Center for Sleep Apnea in Hamilton County.

St. Vincent’s Carmel Hospital provides health care services to residents of Carmel and the surrounding area. The 50-bed facility was completed in 1985 and offers emergency services, surgical suites and a shared medical staff with St. Vincent Hospital located eight miles southwest of Carmel. Departments within the Hospital include radiology, laboratory, intensive and coronary care, physical and occupational therapy, among others. A professional office building for physicians is also located on Hospital grounds. Additionally, a 50-bed long-term acute health care facility, St. Elizabeth Ann Seton Hospital, is located on the second floor of the facility. A new birthing center opened in the Hospital in April, 2003. The 20-bed birthing center is part of a $32 million expansion, which will double the size of the Hospital. Also included in the project are a new 18-bed emergency room, a 16-bed barbaric unit and 12 beds for future expansion.

St. Vincent Hospital opened the Heart Center in 2003. The 167,000 square foot, free standing Heart Center offers emergency care chest pain center, four surgical suites, four catheterization labs, 60 private rooms and all digital patient records.

Clarian Health Partners, Inc. is currently constructing a 650,000 square foot five-story hospital and medical office building along the U. S. 31 Meridian Corridor at an investment of $125,000,000. Completion is scheduled for fall 2005.

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A-4

GENERAL ECONOMIC AND FINANCIAL INFORMATION

FINANCIAL INSTITUTIONS

The following is a list of financial institutions which have locations in Hamilton County and their deposits for branches in the County as reported by FDIC.

Deposits ($000) For June 30, 2004

Deposits ($000) For June 30, 2004

Assurance Partners Bank ChaseBusey Bank Charter One Bank NA CIB Bank Community Bank Farmers Bank, Frankfort, IN Fifth Third Bank Indiana First Farmers Bank & Trust Co. First Indiana Bank N.A. First Merchants Bank N.A.

$ 26,204 273,891 9,523 18,809 11,658 128,743 25,621 264,944 21,075 235,837 41,095

First National Bank & Trust Flagstar Bank FSB Huntington National Bank Irwin Union Bank & Trust Co Keybank National Assn. National Bank of Indianapolis National City Bank of Indiana Old National Bank Star Financial Bank Union Fed. Bank of Indpls. Union Planters Bank N.A.

$ 98,268 18,720

132,883 36,893 187,019 21,706 292,690 30,805 25,347 106,574 130,562

INDUSTRY AND COMMERCE

The industries of Hamilton County manufacture a variety of products including rubber products, frozen foods, iron castings, electrical insulation components, picture frame moldings, and faucets. The County has experienced extensive residential, commercial and industrial development in recent years and has been one of the fastest growing areas in the Indianapolis Metropolitan Area.

As can be found on the following page, governmental, health care, and educational services are among the largest employers within the County. Due to the proximity of Hamilton County to Indianapolis, many residents are employed in Indianapolis. Hamilton County has the highest per capita income and median household income in the State of Indiana.

Along U. S. 31, known as the Meridian Corridor, numerous modern multi-story office complexes have been built in recent years. The corporate headquarters and offices of major corporations such as Thomson Consumer Electronics, Conseco, Inc., Anacomp and Delta Faucet Company are among the many office complexes which form the Meridian Corridor. In addition to these corporate headquarters, the Corridor’s strength as a research and production location is further attested to by the presence of Ritron, P. L. Porter, Indiana Mills & Manufacturing, Inc. and Firestone Building Products. More than 20,000 workers are employed by businesses located in the Corridor. Several new office complexes have been recently completed or are currently under construction. Current construction includes a Hilton Garden Inn, multi-building Hamilton Crossing office complex and parking garage, professional buildings and commercial/retail businesses. Clarian Health Partners, Inc. is currently constructing a 650,000 square foot five-story hospital and medical office building along the U. S. 31 Meridian Corridor at an investment of $125,000,000.

Employees of Thomson Consumer Electronics moved into their administration and technical center in 1994. The facility houses the North America and South America corporate headquarters, marketing and sales, customer service and customer relations, legal and administrative, and engineering departments. In 2003, Thomson announced they were merging with Chinese manufacturer, TCL International Holdings. The joint venture, called TCL-Thomson Electronics, combined Thomson’s and TCL’s TV and DVD player units to create the world’s largest manufacturer of television sets. Approximately 200 employees at the headquarters in Carmel became TCL-Thomson employees.

Conseco, Inc. is a life insurance holding company founded in 1979. Conseco acquired numerous insurance companies in the 1980’s and 1990’s. On September 30, 2003, Conseco emerged from a Chapter 11 bankruptcy filing with a newly approved reorganization plan. Company management reports employment currently at 2,550.

Adesa, Inc. recently moved into a new headquarters in Carmel. The company moved 350 employees into the new 10,000 square foot facility and will ultimately house about 800 employees. Adesa, Inc. is a market leader in wholesale vehicle autions, salvage auctions and automotive finance.

A-5

INDUSTRY AND COMMERCE(CONTINUED)

In 1998, the City of Carmel and its Redevelopment Commission began an aggressive redevelopment effort to redevelop and revitalize the center of the City, including the historic downtown, into a cultural and civic center. The central City is undergoing a tremendous amount of new construction, including offices, restaurants, retail, up-scale apartments, condominiums, town homes and public spaces and monuments designed to create a vibrant urban atmosphere. This mixed-use development is called “City Center”. The historic area is also being developed within the City Center into an arts district. The City reports that 200,000 square feet of new retail space will be developed within the City Center area in the next four years, and 40,000 square feet of office space within the next two years. Within five years, another 16,000 square feet of retail or office space will be developed in the expanded City Center area.

Clay Terrace a $100 million new development opened its doors October 2004 as an up-scale open-air retail environment development, including approximately 495,000 square feet of retail space and 70,000 square feet of second story office space.

In Noblesville, two well-known developers, Duke-Weeks Development and Kite Development, are constructing a large commercial-retail shopping center named Stoney Creek Marketplace, which features an upscale architectural theme. This project is located on a 55-acre tract of land on the east side of S.R. 37 and includes a Lowe’s Home Center, a Meijer Store, as well as numerous other retail stores and restaurants. The Lowe’s Home Center, Meijer, several retail stores and several restaurants are already built and opened. When finished, Stoney Creek Marketplace will accommodate up to 400,000 square feet of retail space.

Simon Property Group and Gershman Brown & Associates are planning to build a 950,000 square foot, open air mixed-use center which will be located at the eastern edge of the City of Noblesville. Hamilton Town Center will consist of local and nationally recognized retailers and restaurants. Construction of the Center is expected to begin in Spring 2006 and scheduled to open in Fall 2007.

Governmental, health care, and educational services are also among the largest employers within the County. Additionally, many local residents are employed in nearby Indianapolis, Muncie, and Kokomo.

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A-6

LARGE EMPLOYERS

Below is a list of Hamilton County’s largest employers, based upon information provided by company personnel and the Hamilton County Alliance.

Year ReportedName Established Type of Business Employment

Conseco Inc 1979 Life Insurance Holding Company 2,550

Carmel Clay Schools Public Education 1,962 (1)

Sallie Mae Servicing Corporation 1991 Education financial services 1,600

Hamilton Southeatern Schools Public Education 1,397 (2)

Marsh Supermakets/Village Pantry/ Mundy Realty

1991 Corporate headquarters, grocery stores & convenience stores 1,350

Resort Condominium Intl. (RCI) 1998 Customer service call center 1,300

Riverview Hospital Acute health care facility 1,100 (3)

Thompson Consumer Electronics 1994 Corp. headquarters and technicalcenter for RCA, Proscan & GE home entertainment products.

1,000

Noblesville Schools Public Education 860 (4)

Hamilton County County government 650 (3)Gaylor Group Commercial and industrial electrical

contractor services 600Irwin Mortgage 1944 Financial Services 600Firestone Industrial Products 1938 Mfg. Molded rubber products, air

springs and building products600

Verizon 1982 National credit center 550Household International 2000 Consumer lending service center 530

Westfield Washington Schools Public Education 483 (5)

(1) Includes 906 certified, 1,056 non-certified employees(2) Includes 739 certified and 658 non-certified employees(3) Includes full and part-time employees.(4) Includes 427 certified and 433 non-certified employees.(5) Includes 307 certified and 176 non-certified employees.

EMPLOYMENT

Unemployment percentages for Hamilton County (Indianapolis MSA) are reported as provided by the Indiana Employment Security Division.

Unemployment Rate

Year Hamilton County IndianaHamilton County

Labor Force

1996 1997 1998 1999 2000 2001 2002 2003

2004, (est.)* 2005, July (est.)*

1.7% 1.1% 1.2% 1.3% 1.4% 2.0% 2.6% 2.6% 3.1% 3.1%

4.1% 3.4% 3.1% 3.0% 3.2% 4.4% 5.1% 4.9% 5.2% 5.2%

80,940 86,240 89,760 93,340 99,980 101,060 111,780 116,150 119,530 122,750

*These statistics have not been seasonally adjusted. Note: As of July 2005, Hamilton County has the lowest unemployment rate in the State.

A-7

MISCELLANEOUS ECONOMIC INFORMATION

The following information concerning Hamilton County and the State of Indiana has been obtained from the Bureau of Census Reports and the Indiana State Library.

Hamilton County Indiana

Per capital personal income in 2003 Median household income in 2002 Average weekly earnings in manufacturing (4th qtr. In 2004) Retail sales in 2002: Total retail sales Sales per capita Sales per establishment

$41,746 * $80,818

$ 860

$2,279,295,000 $10,925

$3,401,932

$28,838 $41,973

$970

$67,261,298,000 $10,923

$2,765,450

*Hamilton County has the highest median household income and per capita income in the State of Indiana. The U. S. Bureau of Census shows Hamilton County as the 7th most affluent county in the United States as measured by median household income.

Total adjusted gross income for Hamilton County as provided by the Indiana Department of Revenue for years 1993-2003 is as follows:

2003 2002 2001 2000 1999 1998 1997 1996 1995 1994 1993

$7,067,960,122 6,517,626,830 6,365,612,177 6,080,906,133 5,899,268,081 5,558,057,956 4,856,730,978 4,090,353,782 3,718,111,751 3,394,162,443 3,059,483,459

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A-8

MISCELLANEOUS ECONOMIC INFORMATION (CONTINUED)

Hamilton County ranks eighth highest among United States counties for average total adjusted gross income.

Earnings and distribution of labor force by major employment divisions in 2004 for Hamilton County are as follows:

IndustryEarnings

(In 1,000's)Percent of Earnings

Distribution of Labor Force

Services 1,104,407$ 29.15% 34.19%Finance, insurance and real estate 709,329 18.73% 12.57%Wholesale and retail trade 615,146 16.24% 17.78%Government 531,760 14.04% 16.51%Construction 322,467 8.51% 7.64%Manufacturing 241,766 6.38% 6.03%Information 162,722 4.30% 3.30%Utilities 44,996 1.19% 0.55%Mining 19,460 0.51% 0.35%Farming 18,482 0.49% 0.59%Transportation and warehousing 17,580 0.46% 0.49%

Totals 3,788,115$ 100% 100%

BUILDING PERMITS

The following schedule presents the number of building permits within the City of Noblesville and two miles surrounding the corporate limits as provided by the City’s Department of Planning & Development.

YearSingleFamily

Multi-Family Commercial Total

1995 1996 1997 1998 1999 2000 2001 2002 2003 2004

364 283 409 580 679 717 813 625 742

1,187

36 68 15 90 8 244 12 8 388 110

14 31 2328362222422952

414 382 447 698 723 983 847 675

1,159 1,349

A-9

BUILDING PERMITS (CONTINUED)

The following schedule presents the number of building permits within the Town of Fishers as provided by the Fishers Department of Development.

YearSingleFamily

Multi-Family Commercial Total

1995 1996 1997 1998 1999 2000 2001 2002 2003 2004

888 931 914 1,189 1,424 1,248 1,345 1,378 1,329 1,216

16487382382027304331

67662233443230372645

971 1,045 1,009 1,304 1,506 1,300 1,402 1,445 1,398 1,292

The following schedule presents the number of building permits within the City of Carmel-Clay Township as provided by the Carmel Department of Community Development.

YearSingleFamily

Two-Family

Multi-Family

Business/Commercial Office Industrial

Public/Church Inst. Total

639

1122-----

-----1----

-12-226122

11--2----2

- 1 7 1 25 37 18 51 6 9

17131510132035254238

The following schedule presents the number of building permits within the Town of Westfield as provided by the Westfield Department of Development.

YearNew

ResidentialCommercial

Industrial and OtherTotal

Number of Permits

1995 1996 1997 1998 1999 2000 2001 2002 2003 2004

355 415 414 516 717 620 651 607 609 508

103 79 101 86 117 106 186 225 66 65

458 494 515 602 834 726 837 732 675 573

1995 1996 1997 1998 1999 2000 2001 2002 2003 2004

822 1,096 1,049 997 945 874 806 672 773 835

11 8 10 5 4 8 - 2 - 3

857 1,123 1,092 1,024 1,013 942 865 751 823 889

A-10

Percent Allocable to

Amount Allocable to

Issuer Total Debt County County

Tax Increment Financing Debt:Hamilton County Redevelopment Commission 10,555,000$ (1) 100.00% 10,555,000$ City of Carmel 25,505,000 (2) 100.00% 25,505,000

Total Tax Increment Financing Debt 36,060,000$

Tax Increment Financing Debt:Hamilton County Redevelopment Commission (Secured by Limited Income tax Pledge) 5,660,000$ (3) 100.00% 5,660,000$

Income Tax Supported DebtHamilton County Redevelopment Commission 46,060,000$ (4) 100.00% 46,060,000$ Hamilton County 21,305,000 (5) 100.00% 21,305,000City of Carmel 44,470,000 (6) 100.00% 44,470,000City of Noblesville 4,390,000 (7) 100.00% 4,390,000Town of Fishers 10,100,000 (8) 100.00% 10,100,000

Total Income Tax Supported Debt 126,325,000$

Property Tax Supported Debt:Hamilton County $ 70,472,202 (9) 100.00% $ 70,472,202 Carmel Clay Schools 247,750,000 (10) 100.00% 247,750,000Carmel Civic Square Building Corporation 5,080,000 (11) 100.00% 5,080,000Carmel Clay Public Library 18,370,000 (12) 100.00% 18,370,000Carmel Redevelopment Authority 35,000,000 (13) 100.00% 35,000,000Hamilton-Southeastern School Corp. 327,179,161 (14) 100.00% 327,179,161Hamilton Heights School Corporation 34,333,588 (15) 100.00% 34,333,588Hamilton North Public Library 2,550,000 (16) 100.00% 2,550,000Noblesville Redevelopment Authority 50,200,000 (17) 100.00% 50,200,000Noblesville Redevelopment District 830,000 (18) 100.00% 830,000Noblesville Economic Development 4,770,000 (19) 100.00% 4,770,000 Infrastructure Building CorporationNoblesville Schools 133,733,709 (20) 100.00% 133,733,709Noblesville-Southeastern Public Library 30,840,000 (21) 100.00% 30,840,000Marion-Adams Community School Corp 1,969,454 (22) 100.00% 1,969,454Westfield-Washington Schools 198,019,553 (23) 100.00% 198,019,553Westfield Public Library 3,195,000 (24) 100.00% 3,195,000Town of Cicero 1,202,049 (25) 100.00% 1,202,049City of Noblesville 25,905,000 (26) 100.00% 25,905,000Town of Fishers 44,000,000 (27) 100.00% 44,000,000Town of Sheridan 1,064,392 (28) 100.00% 1,064,392Town of Westfield 10,636,000 (29) 100.00% 10,636,000Clay Township 58,810,000 (30) 100.00% 58,810,000Delaware Township 395,000 (31) 100.00% 395,000

The following schedule shows currant outstanding bonded indebtedness of Hamilton County and the taxing units overlapping its jurisdiction as reported by the respective taxing units.

SCHEDULE OF BONDED INDEBTEDNESS

A-11

SCHEDULE OF BONDED INDEBTEDNESS (Continued)

Percent Amount

Issuer Total Debt County County

Property Tax Supported Debt (continued):Fall Creek Township 885,000 (32) 100.00% 885,000Jackson Township 20,975 (33) 100.00% 20,975Noblesville Township 196,000 (34) 100.00% 196,000Wayne Township 121,849 (35) 100.00% 121,849Washington Township 548,000 (36) 100.00% 548,000White River Township 1,480,000 (37) 100.00% 1,480,000

Total Property Tax Supported Debt $ 1,309,001,932

Revenue Debt Secured by Property Taxes:Hamilton County Hospital Association $ 2,340,000 (38) 100.00% $ 2,340,000

Revenue-Supported Debt:Town of Arcadia $ 1,707,000 (39) 100.00% $ 1,707,000 Town of Atlanta 717,000 (40) 100.00% 717,000City of Carmel 19,470,000 (41) 100.00% 19,470,000Town of Cicero 3,385,000 (42) 100.00% 3,385,000Town of Fishers 11,290,000 (43) 100.00% 11,290,000City of Noblesville 14,835,000 (44) 100.00% 14,835,000Town of Sheridan 2,655,000 (45) 100.00% 2,655,000Town of Westfield 38,830,000 (46) 100.00% 38,830,000

Total Revenue Supported Debt $ 92,889,000

NOTES TO BONDED INDEBTEDNESS

(1) Hamilton County Redevelopment District Tax increment Revenue Bonds of 2005 7,295,000$Redevelopment District Tax Increment Revenue Bonds of 2005 950,000Redevelopment District Tax Increment Revenue Bonds of 1994, Series A 950,000Redevelopment District Tax Increment Revenue Bonds of 1994, Series B 1,360,000

Total 10,555,000$

(2) Tax Increment Revenue Bonds, Series 2004 (Illinois Street Project) 9,500,000$Tax Increment Revenue Bonds of 1998 (Merchants Square) 2,355,000Tax Increment Revenue Bonds, Series 2001 A (Merchants Pointe) 1,105,000Taxable Economic Development Revenue Bonds, Series 2002 (Parkwood East) 3,560,000Taxable Tax Increment Revenue Bond Anticipation Notes, Series 2003A (City Center) 2,995,000Taxable Tax Increment Revenue Bond Anticipation Notes, Series 2004A (City Center) 2,995,000Taxable Tax Increment Revenue Bond Anticipation Notes, Series 2005A (City Center) 2,995,000

Total 25,505,000$

A-12

NOTES TO BONDED INDEBTEDNESS (Continued)

(3) Redevelopment District Tax Increment Refunding Revenue Bonds of 2005 5,660,000$

(4) Hamilton County Redevelopment District County Option Income Tax Revenue Bonds of 2003 10,005,000$

Hamilton County Redevelopment District County Option Income Tax Revenue Bonds of 2002 4,365,000

Hamilton County Redevelopment Authority County Option Income Tax

Lease Rental Bonds of 1999 (all to be refunded on December 1, 2005) 31,690,000

Total 46,060,000$

(5) Hamilton County COIT Revenue Bonds of 1998*** 12,480,000$Hamilton County COIT Revenue Bonds of 1997, Series A 5,590,000Hamilton County COIT Revenue Bonds of 1997, Series B *** 3,235,000

Total 21,305,000$

(6) COIT Lease Rental Revenue Refunding Bonds, Series 2004 26,185,000$COIT Revenue Bonds, Series 2002 9,855,000Taxable Redevelopment District COIT Revenue Bonds of 1998 8,430,000

Total 44,470,000$

(7) Noblesville Redevelopment Authority COIT Lease Rental Bonds of 1999 2,535,000$ Noblesville Redevelopment District COIT Revenue Bonds of 1998 1,855,000

Total 4,390,000$

(8) Town of Fishers County Option Income Tax Revenue Bonds of 2000 1,430,000$ Fishers Redevelopment Authority COIT Lease Rental Refunding Bonds of 2005 8,670,000

Total 10,100,000$

*** The County anticipates refunding the callable bonds on or about December 1, 2005.

Note: Debt Service on the 2005 Bonds is payable from Tax Increment collected in the Thompson Consumer Electronics, Inc., Clay Township Economic Development Area, and to the extent Tax Increment is not sufficient, from the City of Carmel's distributive share of COIT in an annual amount of $650,000.

Note: The 1998 Bonds are payable from tax increment from Noblesville Commerce Park Economic Development Area and secured by COIT revenues. Currently the 1998 Bonds are being paid solely from COIT revenues.

Note: Neither the 2003 Bonds, the 1999 bonds nor the 2002 Bonds are payable from County ad valorem property taxes. The 1999 Bonds are payable from COIT, major bridge funds, and available tax increment from the Village Park Economic Development Area. The 2003 and 2002 Bonds are payable from tax increment from the U. S. 31 Ramps Economic Development Area and developer taxpayer payments, and to the extent that tax increment and taxpayer payments are not sufficient, from COIT revenues.

Note: The 1997 Series A and B Bonds and the 1998 Bonds are not payable from County ad valorem property taxes. The Bonds are payable from County COIT revenues. The 1997 Series A Bonds are also payable from major bridge funds.

Note: The 1998 Redevelopment District COIT Revenue Bonds are being repaid from tax increment collected in the

integrated 126th Street Economic Development Area and the City Center Redevelopment Area. Currently, the COIT is providing only a back-up.

A-13

NOTES TO BONDED INDEBTEDNESS (Continued)

(9) Hamilton County Public Building CorporationFirst Mortgage Bonds, Series 2004 30,460,000$Park District Bonds of 2004 945,000General Obligation Bonds of 2004 2,955,000Park District Bonds of 2002 4,530,000General Obligation Bonds, Series 2002A 2,915,000General Obligation Bonds, Series 2002B 2,270,000Hamilton County Public Building Corporation First Mortgage Refunding Bonds, Series 2002 21,755,000Hamilton County Public Building Corporation First Mortgage Refunding Bonds, Series A and B (cabs-unrefunded portion) 432,202Hamilton County Building Corporation Lease Rental Bonds of 1990 4,210,000

Total 70,472,202$

(10) Carmel High School Building Corporation First Mortgage Refunding Bonds, Series 2005 27,280,000$Carmel Clay School Building Corporation First Mortgage Bonds, Series 2005 26,285,000 Carmel High School Building Corporation First Mortgage Refunding Bonds, Series 2004 29,245,000Carmel 2002 School Building Corporation First Mortgage Bonds, Series 2003 72,795,000Carmel 2002 School Building Corporation First Mortgage Bonds, Series 2002 65,395,000General Obligation (Pension) Bonds, Series 2003 26,750,000

Total 247,750,000$

(11) Carmel Civic Square Building Corporation First Mortgage Refunding Bonds, Series 2004 5,080,000$

(12) First Mortgage Bonds, Series 1999 1,110,000$ Carmel Clay Public Library Building Corporation, First Mortgage Refunding Bonds, Series 2005 17,260,000

Total 18,370,000$

(13) Carmel Redevelopment Authority Lease Rental Revenue Bonds of 2004 35,000,000$

Note: Payable from special benefits tax on redevelopment district.

(14) Hamilton Southeastern Consolidated School Building Corporation First Mortgage Bonds-Series 1991* 1,705,496$ Hamilton Southeastern Cumberland Campus School Building Corporation First Mortgage Refunding Bonds-Series 1993 A 235,000Hamilton Southeastern Consolidated School Building Corporation First Mortgage Refunding Bonds, Series 1998B 20,855,000Hamilton Southeastern South Delaware School Building Corporation First Mortgage Refunding Bonds, Series 1998A 7,280,000Hamilton Southeastern Consolidated School Building Corporation First Mortgage Refunding Bonds, Series 2000** 12,476,165Hamilton Southeastern Cumberland Campus School Building Corporation First Mortgage Bonds, Series 2001 14,450,000

Note: The Carmel Redevelopment Authority anticipates issuing $80 million of Lease Rental Bonds payable from Tax Increment, COIT Revenues and a special benefits tax in late 2005 to finance the construction of a Performing Arts Center and other downtown improvements.

A-14

NOTES TO BONDED INDEBTEDNESS (Continued)

Hamilton Southeastern Cumberland Campus School Building Corporation First Mortgage Refunding Bonds of 2002 16,740,000Hamilton Southeastern North Delaware School Building Corporation First Mortgage Bonds, Series 2003 14,720,000Taxable Pension Bonds, Series 2003 4,670,000Hamilton Southeastern Cumberland Campus School Building Corporation First Mortgage Bonds, Series 2003 4,395,000Hamilton Southeastern Consolidated School Building Corporation First Mortgage Bonds, Series 2004 67,705,000Hamilton Southeastern Cumberland Campus School Building Corporation First Mortgage Bonds, Series 2004 27,160,000Hamilton Southeastern Consolidated School Building Corporation First Mortgage Bonds, Series 2004 B 44,395,000Hamilton Southeastern Consolidated School Building Corporation First Mortgage Bonds, Series 2005 A 78,440,000Hamilton Southeastern Consolidated School Building Corporation First Mortgage Bonds, Series 2005 B 11,615,000Common School Fund Loans 337,500

Total 327,179,161$

*Capital Appreciation Bonds.**Includes Capital Appreciation Bonds in the amount of $516,165.

(15) Hamilton Heights High School Building Corporation Refunding Bonds of 2002 9,245,000$ Veterans Memorial Loans 32,916Hamilton Heights School Building Corporation Bonds of 2001 19,430,000General Obligation Pension Bonds of 2002 1,740,000Certificates of Participation, Series 2000 1,000,000Certificates of Participation, Series 1999 1,116,000Common School Fund Loans 1,769,672

Total 34,333,588$

(16) Hamilton North Public Library Holding Corporation Bonds of 1996 2,550,000$

(17) (a) Redevelopment Authority Economic Development Lease Rental Bonds of 2003 (2003 B Bonds) 23,880,000$(b) Redevelopment Authority Redevelopment Lease Rental Bonds of 2003 (2003A Bonds) 13,945,000(c) Redevelopment Authority Economic Development Lease Rental Bonds of 2001 5,050,000(d) Redevelopment Authority Lease Rental Bonds of 2004 7,325,000

Total 50,200,000$

Note: In addition, the School Corporation has $1,226,672 of outstanding Tax Anticipation Warrants which will be repaid by December 31, 2005.

A-15

NOTES TO BONDED INDEBTEDNESS (Continued)

(18) Noblesville Redevelopment District Bonds of 2003 830,000$

(19) Economic Development Infrastructure Building Corporation Redevelopment Refunding Bonds, Series 2004 4,770,000$

(20) General Obligation Pension Bonds of 2002 3,555,000$ General Obligation Bonds, Series 2002 550,000Noblesville High School Building Corporation Refunding bonds of 1997 43,095,000Noblesville High School Building Corporation Bonds of 1993 (unrefunded portion) 7,072,252Noblesville West School Building Corporation Refunding Bonds of 2000 1,610,000Noblesville Elementary/Intermediate School Building Corporation Bonds of 2001 7,175,000Noblesville Elementary/North Elementary Building Corporation Bonds of 2000 3,475,000Noblesville High School Building Corporation First Mortgage Bonds, Series 2003 5,591,457Noblesville Multi-School Building Corporation, First Mortgage Bonds, Series 2005 49,600,000Noblesville Multi-School Building Corporation, First Mortgage Refunding Bonds, Series 2005 12,010,000 Total 133,733,709$

(21) Noblesville-Southeastern Public Library Building Corporation First Mortgage Refunding Bonds of 1994 960,000$ Noblesville-Southeastern Public Library Building Corporation First Mortgage Bonds, Series 2003 29,880,000

Total 30,840,000$

(22) Common School Fund Loan 1,969,454$

Note 17 (b): The lease rental on the Redevelopment Authority lease Rental Bonds of 2003 (2003A) is payable from Tax Increment from the Noblesville Redevelopment Area, junior to the pledge of Tax Increment to a portion of the annual lease rental on the 2004 Bonds and on a parity with the 2003 District Bonds and from the City's share's of COIT, and , if Tax Increment and COIT are not sufficient, from a Special Benefits Tax levied in the Redevelopment District.

Note 17 (c): The lease rental on the 2001 Bonds is payable from tax increment from the Stoney Creek East Economic Development Area and Taxpayer Payments and, if not sufficient, from a special benefits tax levied in the Redevelopment District.

Note 17 (d): The lease rental on the 2004 Bonds is payable from a special benefits tax levied in the Redevelopment District.

Note: The 2003 District Bonds are payable from Tax Increment from the Noblesville Redevelopment Area and, if Tax Increment is not sufficient, the 2003 District Bonds are payable from a special benefits tax levied in the Redevelopment District.

Note: A portion of the lease rental ($372,000) due on the Series 2004 bonds is payable from Tax Increment from the Noblesville Redevelopment Area and, if not sufficient, from a special benefits tax levied in the Redevelopment District. A portion of the lease rental ($752,000) is payable from ad valorem property taxes levied in the City of Noblesville.

Note: In addition, the School Corporation has $797,263 outstanding Tax Anticipation Warrants which will be repaid by December 31, 2005.

Note 17 (a): The lease rental on the Lease Rental Bonds of 2003 (2003 B Bonds) is payable from Tax Increment from the Corporate Campus East Economic Development Area and taxpayer payments, and up to $1,000,000 of COIT, and, if not sufficient, from a Special Benefits Tax levied in the Redevelopment District.

A-16

NOTES TO BONDED INDEBTEDNESS (Continued)

(23) Westfield High School 1995 Building Corporation Refunding Bonds of 1996 2,300,000$ Westfield High School 1995 Building Corporation Refunding Bonds of 1995 7,425,000Westfield High School 1995 Building Corporation Refunding Bonds of 1998 45,740,000Westfield Elementary Building Corporation First Mortgage Refunding Bonds of 2001 15,070,000Westfield-Washington Schools General Obligation Bonds of 2001 305,000 Westfield High School 1995 Building Corporation Bonds of 2000 5,770,000Westfield-Washington Elementary Building Corporation Bonds of 2001* 10,265,000Westfield-Washington High School 1995 Building Corporation First Mortgage Bonds, Series 2002 23,965,000Westfield-Washington Multi-School Building Corporation First Mortgage Bonds, Series 2004A 31,885,000Westfield-Washington Multi-School Building Corporation First Mortgage Bonds, Series 2004B 8,050,000Westfield-Washington Multi-School Building Corporation First Mortgage Bonds, Series 2005A 42,830,000Pension Bonds, Series 2003 3,725,000Common School Fund Loans 689,553

Total 198,019,553$

(24) Westfield Public Library Building Corporation First Mortgage Refunding bonds, Series 2003 2,195,000$ First Mortgage Bonds, Series 1998 425,000 General Obligation Bonds of 2001 575,000

Total 3,195,000$

(25) General Obligation Bonds of 1999 615,000$ Equipment Lease Purchase 2005 575,624 Vehicle lease 11,425

Total 1,202,049$

(26) First Mortgage Bonds, Series 2004 7,690,000First Mortgage Bonds, Series 2001 1,175,000Noblesville Building Corporation First Mortgage Bonds, Series 2005 17,040,000

Total 25,905,000$

(27) General Obligation Refunding Bonds of 2005 4,530,000$ General Obligation Bonds of 2002 2,855,000Fishers Town Hall Building Corporation First Mortgage Refunding Bonds of 2003 2,685,000Fishers Town Hall Building Corporation First Mortgage Bonds of 2002 3,705,000Fishers Town Hall Building Corporation First Mortgage Imp Bonds of 1996 1,200,000Fishers Redevelopment Authority Lease Rental Revenue Bonds of 2001 17,225,000Fishers Redevelopment Authority Lease Rental Revenue Bonds of 2003 11,800,000

Total 44,000,000$

(28) Stormwater District Bonds of 2001 935,000$ Interlocal Reconstruction Agreement with Hamilton County 76,651 Vehicle Lease 52,741

Total 1,064,392$

* The School Corp anticipates issuing $25,300,000 of First Mortgage Bonds, Series 2005B in December 2005 of which, proceeds will also advance refund the Westfield - Washington Elementary Building Corporation Bonds of 2001.

A-17

NOTES TO BONDED INDEBTEDNESS (Continued)

(29) Westfield Public Safety Building Corporation First Mortgage Refunding Bonds, Series 2004 6,215,000$ General Obligation Bonds of 2001 1,071,000 General Obligation Bonds of 2005 3,350,000

Total 10,636,000$

(30) General Obligation Bonds of 2000 3,810,000$ Carmel Clay Parks Building Corporation Lease Rental Bonds, Series 2004 55,000,000

Total 58,810,000$

(31) General Obligation Bonds of 1999 395,000$

(32) General Obligation Bonds of 2003 885,000$

(33) Fire Building Debt 20,975$

(34) General Obligation Bonds of 2003 196,000$

(35) Fire Equipment Loan 121,849$

(36) General Obligation Bonds of 1991 110,000$ General Obligation Bonds of 2002 438,000

Total 548,000$

(37) Fire Facility 1,480,000$

(38) Hospital Association Refunding Bonds of 1996 2,340,000$

(39) Waterworks Revenue Bonds of 1978 277,000$ Sewage Works Revenue Refunding Bonds, Series 1998A 500,000 Sewage Works Revenue Refunding Bonds, Series 1998B (SRF) 930,000

Total 1,707,000$

(40) Sewage Works Loan 70,000$ Waterworks Revenue Bonds of 2005 595,000 Waterworks Revenue Bonds, Series 2002 52,000

Total 717,000$

(41) Waterworks Bond Anticipation Notes of 2005 7,000,000$ Waterworks Refunding Bonds of 2003, Series A 3,315,000 Waterworks Revenue Bonds of 2002, Series A 3,940,000 Waterworks Revenue Bonds of 2002, Series B 5,215,000

Total 19,470,000$

(42) Sewage Works Revenue Refunding Bonds of 2003 1,880,000$ Waterworks Revenue Bonds of 1999 555,000 Waterworks Revenue Bonds of 1993 870,000 Waterworks Revenue Refunding Bonds of 1990 80,000

Total 3,385,000$

(43) Sewage Works Refunding Revenue Bonds of 2003 3,440,000$ Sewage Works Revenue Bonds of 2001 3,500,000 Sewage Works Revenue Bonds of 1998 4,350,000

Total 11,290,000$

A-18

NOTES TO BONDED INDEBTEDNESS (Continued)

(44) Sewage Works Refunding Revenue Bonds of 2003 11,420,000$Sewage Works Refunding Revenue Bonds of 1998 3,415,000

Total 14,835,000$

(45) Sewage Works Refunding Bonds of 2001, Series A 910,000$ Sewage Works Revenue Bonds of 2001, Series B 335,000Sewage Works Revenue Bonds of 1997 425,000Waterworks Refunding Revenue Bonds of 2002 825,000Waterworks Revenue Bonds of 2000 160,000 Total 2,655,000$

(46) Sewage Works Revenue Bonds of 2004 11,610,000$Sewage Works Revenue Bonds of 2002 9,485,000Sewage Works Revenue Bonds of 1997 7,200,000Waterworks Revenue Bonds of 2002 8,560,000Waterworks Revenue Bonds of 1998 1,875,000Waterworks Revenue Bonds of 1992 100,000 Total 38,830,000$

Note: In addition, the Town anticipates the issuance of $2 million of Waterworks Bond Anticipation Notes and $2 million of Sewage Works Bond Anticipation Notes by the end of 2005.

DEBT RATIOS

Direct Property Tax Secured

Debt

Allocable Portion of All Other Property Tax Secured Debt

Total Direct and Underlying Prperty Tax Secured Debt

70,472,202$ 1,238,529,730$ 1,309,001,932$

Per capita (1) 304.07$ 5,344.02$ 5,648.09$

Percent of true tax value (2) 0.43% 7.58% 8.01%

(2) The true tax value of the County for taxes payable in 2005 is $16,337,335,833 according to the Hamilton County Auditor's office.

The following table shows the ratios relative to the property tax secured indebtedness of Hamilton County and the taxing units within its jurisdiction.

(1) According to U. S. Bureau of Census, the July 2004 estimated population of Hamilton County is 231,760.

A-19

HISTORICAL SCHEDULE OF NET ASSESSED VALUATIONS OF HAMILTON COUNTY

(Per Hamilton County Auditor’s Office)

YearPayable

RealEstate

Personal Property Total

1996 1997 1998 1999 2000 2001

2002 (1) 2003 (1) 2004 (1) 2005 (1)

$1,728,599,260 1,847,688,7201,998,421,8202,160,747,4582,373,306,3662,516,616,4188,185,716,777

13,846,913,823 14,316,437,858 15,022,911,392

$206,878,170 217,174,808224,651,855265,245,460290,405,847295,174,356953,421,057

1,186,854,8261,306,536,6211,314,424,441

$1,935,477,430 2,064,863,5282,223,073,6752,425,992,9182,663,712,2132,811,790,7749,139,137,834

15,033,768,649 15,622,974,479 16,337,335,833

(1) Represents true tax value. Previously, net assessed value was at 33 1/3% of true tax value.

NOTE: The real property assessment in Indiana that was effective March 1, 1989, was based upon 1985 costs of land, material and labor, and applied to 1989 taxes payable in 1990 through 1994 taxes payable in 1995. The real property reassessment effective March 1, 1995 is based upon 1991 costs of land, material and labor, and applies to 1995 taxes payable in 1996 through 2001 taxes payable in 2002. Net assessed valuations represent the assessed value less certain deductions for mortgages, veterans, the aged and the blind, as well as tax-exempt property.

Beginning with 2002 taxes payable 2003, real property is valued for assessment purposes at its “true tax value” as defined in the Real Property Assessment Rule, 50 IAC 2.3, the 2002 Real Property Assessment Manual (“Manual”), as incorporated into 50 IAC 2.3, and the 2002 Real Property Assessment Guidelines, Version A (“Guidelines”), as adopted by the DLGF. The Manual defines “true tax value” as “the market value in use of property for its current use, as reflected by the utility received by the owner or a similar user from that property”. The Manual permits assessing officials in each county to choose any acceptable mass appraisal method to determine true tax value, taking into consideration the ease of administration and the uniformity of the assessments produced by that method. The Guidelines were adopted to provide assessing officials with an acceptable appraisal method, although the Manual makes it clear that assessing officials are free to select from any number of appraisal methods, provided that they produce accurate and uniform values throughout the jurisdiction and across all classes of property. The Manual specifies the standards for accuracy and validation that the DLGF uses to determine the acceptability of any alternative appraisal method.

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A-20

A-21

Value of Land and Lots $4,915,804,780 Value of Improvements 14,987,439,870

Total Value of Real Estate $19,903,244,650

Less:Mortgage, Veterans' Age 65 and other deductions (2,509,763,006)Tax-exempt property (1,638,282,630)TIF (732,287,622)

Net assessed valued of real estate $15,022,911,392

Gross Assessed Value of Personal Property 1,517,440,066(203,015,625)

$1,314,424,441

$ 16,337,335,833

DETAIL OF NET ASSESSED VALUATION OF HAMILTON COUNTYAs of August 1, 2004 for taxes payable in 2005

(According to the Hamilton County Auditor's Office)

Less: exemptions

Net assessed value of personal property

Total net assessed valuation

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The following table shows the total tax rates of Hamilton County for the years payable 1996 to 2005, per $100 of net assessed value as obtained from from the Hamilton County Auditor's office.

1996 1997 1998 1999 2000 2001 2002* 2003* 2004* 2005*

Adams Twp. 6.6306$ 7.1857$ 7.2513$ 7.0814$ 6.8229$ 7.0481$ 2.2023$ 1.4365$ 1.6793$ 1.6605Clay Twp. 6.6622 6.8643 7.0451 6.9531 6.9732 6.6688 2.2105 1.3983 1.5518 1.674Delaware Twp. 7.4893 7.7414 8.0568 8.2605 8.3348 8.3224 2.7562 1.8050 1.8187 1.9406Fall Creek Twp. 7.5462 7.7226 7.9648 8.2743 8.2454 8.4202 2.7849 1.7942 1.8072 1.9051Jackson Twp. 7.1735 7.2797 7.8952 7.5153 7.8442 8.3902 2.9419 1.7207 1.9039 1.9863Noblesville Twp. 7.2279 7.7601 6.9307 7.6721 7.6647 7.4916 2.6219 1.7776 2.0075 2.0758Washington Twp. 8.1161 8.9898 9.8008 9.8341 9.7849 9.5731 3.1911 2.2709 2.4440 2.5385Wayne Twp. 7.5393 7.7219 8.0643 8.2081 8.1815 8.1965 2.7063 1.7616 1.7786 1.8827White River Twp. 7.0576 7.2217 7.2179 7.1044 7.5775 8.0680 2.8073 1.7144 1.9329 1.9775Arcadia 9.2968 9.7164 10.4217 9.9708 10.5347 11.1584 3.8490 2.2184 2.4426 2.5419Atlanta 9.2869 9.5079 10.1099 9.5971 10.1221 10.6998 3.7119 2.1216 2.2926 2.4016Cicero 8.4880 8.6625 9.3391 9.1754 9.7120 10.2000 3.5280 2.0775 2.2869 2.3798Carmel 7.6886 8.0365 8.0998 7.8975 7.8314 7.8216 2.5881 1.6814 1.9676 2.0317Fishers 8.6947 8.9709 9.1882 9.1914 9.2393 9.2656 3.0933 2.0406 2.0676 2.1935Fishers-Fall Creek 8.6964 8.9627 9.1688 9.1716 9.1754 9.2593 3.0900 2.0430 2.0688 2.1848Noblesville 10.4118 10.3008 9.4759 10.2287 10.1249 9.9671 3.4647 2.3629 2.5113 2.5719Noblesville- Southeastern 10.6797 10.4210 10.6444 10.8939 10.9516 10.8278 3.6134 2.4059 2.4748 2.6055Sheridan 10.1832 11.1438 11.2688 10.9488 10.7501 11.2964 3.8376 2.4136 2.7661 2.8223Westfield 9.3790 10.8128 11.3826 11.4039 11.3044 10.9735 3.7310 2.5429 2.7416 2.8154Noblesville-Wayne 10.8999 10.8015 3.6042 2.4023 2.4660 2.5885Noblesville-Fall Creek 10.8877 10.8215 3.6101 2.4119 2.4760 2.5968Carmel County TIF 1.6757 1.9588 2.0212Clay County TIF 1.5518 1.6740

*Rates represented on true tax value basis.

COMPARATIVE SCHEDULE OF HAMILTON COUNTY TOTAL TAX RATES

Year Taxes Payable

A-22

1996 1997 1998 1999 2000 2001 2002* 2003* 2004* 2005*Detail of County Tax Rate: County Revenue 0.5189$ 0.4032$ 0.4081$ 0.4902$ 0.4775$ 0.5044$ 0.1539$ 0.1002$ 0.1184$ 0.1167 Cum. Bridge Bldg. Fund 0.0800 0.0763 0.0763 0.0218 0.0184 0.0171 0.0052 0.0031 0.0030 Welfare 0.0114 0.0054 0.0020 Co. Wel. Hos. Care Indigent 0.0137 0.0111 0.0109 0.0105 0.0098 0.0095 0.0030 0.0019 0.0018 0.0017 Co. Welfare Admin. 0.0250 0.0206 0.0216 0.0215 Ham. Co. Park & Rec. 0.0764 0.0700 0.0682 0.0597 0.0736 0.0518 0.0283 0.0192 0.0108 0.0106 Family & Children 0.0796 0.0509 0.0322 0.0605 0.0912 0.0915 0.0304 0.0188 0.0178 0.0177 Park GO Bond (2002) 0.0016 0.0018 0.0022 Co. Health Dept. 0.0191 0.0254 0.0236 0.0182 0.0174 0.0147 0.0075 0.0051 0.0054 0.0054 E.M.S. 0.0134 0.0102 0.0096 Property Reassessment 0.0266 0.0203 0.0203 0.0188 0.0160 0.0156 0.0052 0.0031 0.0030 0.0031 Cum. Cap. Dev. 0.1000 0.0812 0.0800 0.0800 0.0800 0.0800 0.0267 0.0172 0.0172 0.0172 Medical Assist to Wards 0.0006 0.0005 0.0005 0.0005 0.0004 0.0004 0.0001 0.0001 0.0001 0.0001 Children w/ Special Needs 0.0033 0.0028 0.0028 0.0028 0.0027 0.0027 0.0009 0.0005 0.0004 0.0003 Lease Rental Payment 0.1810 0.1396 0.1272 0.1253 0.1031 0.0941 0.0294 0.0176 0.0174 0.0154 Jail Lease Rental 0.0842 0.0650 0.0591 0.0584 0.0480 0.0437 0.0137 0.0082 0.0081 0.0071 County Major Bridge 0.1000 0.0812 0.0800 0.0800 0.0800 0.0800 0.0267 0.0172 0.0172 0.0172 County TIF 0.0059 0.0058 Child Psychiatric Treatment 0.0011 0.0010 Animal Control Bond #2 0.0011 0.0010 Cumulative Courthouse 0.0029 2004 GO Bond 0.0091 2004 Park Bond 0.0030

Totals 1.3332$ 1.0637$ 1.0224$ 1.0482$ 1.0181$ 1.0055$ 0.3310$ 0.2138$ 0.2305$ 0.2375$

*Rates represented on true tax value basis.

COMPARATIVE SCHEDULE OF HAMILTON COUNTY TAX RATES

Year Taxes Payable

(Per $100 of Net Assessed Valuation According tothe Hamilton County Auditor's Office)

A-23

The amount of property taxes collected within Hamilton County for collection years 1995 through 2004 is shown below, including the ratioof property taxes collected to the total property taxes assessed, as reported by the Hamilton County Auditor's Office.

Personal Total FIT andYears of Homestead Property Tax Total Amount Percent License Excise

Collection Local Portion State Portion Credit Reduction Credit Total Assessed Collected Taxes Collected(1) (2) (3) (4)

1995 120,558,049$ 14,337,869$ 2,780,450$ 137,676,368$ 136,704,730$ 100.71% 21,978,077$ 1996 132,250,226 16,407,491 6,482,344 155,140,061 156,188,936 99.33% 22,290,8551997 152,092,107 18,412,543 5,494,822 175,999,472 177,652,552 99.07% 21,857,7001998 160,561,100 19,426,154 10,093,775 190,081,029 192,536,682 98.72% 21,696,4981999 178,961,944 21,015,011 11,100,380 211,077,335 210,437,442 100.30% 27,892,8412000 189,523,639 22,982,877 12,183,242 4,304,009$ 228,993,767 228,020,381 100.43% 29,396,0562001 200,482,859 25,945,914 13,336,701 4,282,706 244,048,180 237,515,859 102.75% 31,342,6992002 223,258,091 28,745,478 14,579,188 266,582,757 266,165,084 100.16% 33,660,2682003 213,518,592 64,252,400 6,915,700 10 284,686,702 289,861,812 98.21% 35,912,3522004 251,320,701 70,464,736 10,618,338 332,403,775 324,545,876 102.42% 37,500,389

(1) Total taxes collected include property tax replacement funds distributed by the State of Indiana to each county in an amount equal to approximately 20% of the tax levy.

(2) Homestead Tax Credit paid by the State of Indiana.

(3) Personal Property Tax Credit paid by the State of Indiana to the County for property assessments under $12,500.

(4) Historically, the County has received the bank, building and loan taxes. However, effective January 1, 1990, a franchise tax is imposed on all corporations which are transacting the business of a financial institution.

An excise tax is collected by the State of Indiana at the time license plates are purchased for automobiles, small trucks andcertain other property and is subsequently distributed to local taxing units.

PROPERTY TAXES ASSESSED AND COLLECTED

Total Taxes, Penalties & Interest Collected

A-24

LARGE TAXPAYERS

A-25

The following is a list of the ten largest taxpayers located within Hamilton County, as provided by the Hamilton County Auditor’s office and the Indiana State Board of Tax Commissioners.

Percent of2004/2005 Total

Net Assessed Net AssessedName Type of Business Valuation Valuation

Duke Realty Real Estate 153,429,660$ 0.94%

Bankers National Life Life insurance holding company 87,830,150 0.54%

CINergy, Inc. Electric utility 70,894,031 0.43%

Indiana Bell Telecommunications 67,918,030 0.42%

Sallie Mae Servicing Corporation Education finance services 67,415,480 0.41%

AMLI at Conner Farms, LP/Landmark on Apartments 66,116,630 0.40% Spring Mill

Thomson Consumer Electronics Corporate headquarters and 65,582,980 0.40%technical center for RCA, Proscanand GE home entertainment products

Marsh Supermarkets/Village Pantry/ Corporate headquarter, grocery 45,647,950 0.28% Mundy Realty stores and convenience stores

Technology Center Assn/Rei Inv./ Office complexes 43,933,880 0.27% Fidelity Ofc Bldg/BIC Fidelty II/ North Penn Ave/Hrb Assoc. LP

Wal Mart Stores Retail stores 43,875,790 0.27%

Totals 712,644,581$ 4.36%

The total net assessed valuation of Hamilton County is $16,337,335,833 for taxes payable in 2005, according to the Hamilton County Auditor's office.

Note: The 2005 Bonds are not payable from a property tax levy.

Fiduciary Totals PrimaryFund Types Government

Special Debt Capital Expendable (MemorandumGeneral Revenue Service Projects Trust Only)

Revenues:Taxes 30,369,408$ 17,295,137$ 6,692,533$ 7,843,366$ 62,200,444$ Special Assessments 805,272 103,769 909,041Licenses and Permits 482,196 482,196Intergovernmental 584,701 8,404,142 74,780 9,063,623Charges for Services 2,007,054 2,920,898 4,927,952Fines and Forfeits 780,120 1,201,757 1,981,877Miscellaneous 1,995,728 741,206 90,046 477,837 574,145 3,878,962

Total Revenues 35,737,011 31,850,608 6,782,579 8,499,752 574,145 83,444,095Expenditures: Current: General Government 29,140,294 2,787,703 584,696 32,512,693 Public Safety 12,916,530 4,844,172 17,760,702 Highways, Streets, & Roadways 11,014,445 11,014,445 Health 1,177,334 1,177,334 Welfare 252,417 2,448,424 2,700,841 Culture and Recreation 3,116,279 3,116,279 Capital Outlay 20,016,479 20,016,479 Debt Service: Principal Retirement 11,135,000 11,135,000 Interest and Fiscal Charges 6,107,190 6,107,190

Total Expenditures 42,309,241 25,388,357 17,242,190 20,016,479 584,696 105,540,963

Excess (Deficiency) of Revenues Over (Under) Expenditures (6,572,230) 6,462,251 (10,459,611) (11,516,727) (10,551) (22,096,868)

Other Financing Sources (Uses): Operating Transfers In 1,850,000 1,945,355 15,109,617 127,922 19,032,894 Operating Transfers Out (1,041,821) (6,003,982) (9,117,263) (2,869,828) (19,032,894) Bond Issue Proceeds 4,200,708 16,755,238 20,955,946

Excess (Deficiency) of Revenues & Other Financing Sources Over (Under) Expenditures & Other Financing Uses (5,764,051) 2,403,624 (266,549) 2,496,605 (10,551) (1,140,922)

Fund Balance-January 1 20,709,294 26,013,261 8,959,591 31,608,814 75,962 87,366,922

Fund Balances-December 31 14,945,243$ 28,416,885$ 8,693,042$ 34,105,419$ 65,411$ 86,226,000$

For the Year Ended December 31, 2002

Note: The schedules on pages A-25 through A-27 are excerpts from the County's 2002, 2003 and 2004 Comprehensive Annual Financial Reports. Complete reports will be furnished upon request.

Governmental Fund Types

HAMILTON COUNTY, INDIANA

Combined Statement of Revenues, Expenditures, and Changes in Fund BalancesAll Governmental Fund Types and Expendable Trust Funds

A-26

GeneralCumulative

Bridge

Highway County Option

Income Tax

Other Governmental

Funds

Total Government

FundsRevenues:

Taxes 32,442,324$ 4,301,277$ 6,652,351$ 22,700,528$ 66,096,480$ Licenses and Permits - - - 293,412.00 293,412 Intergovernmental 1,817,702 34,728 1,016,341 9,046,301 11,915,072Charges for Services 3,376,570 - - 4,615,028 7,991,598 Fines and Forfeits 777,979 - - 1,099,868 1,877,847 Special Assessments - - - 1,383,801 1,383,801 Miscellaneous 3,254,497 22,371 - 1,165,670 4,442,538

Total Revenues 41,669,072 4,358,376 7,668,692 40,304,608 94,000,748Expenditures:

Current: General Government 29,452,877 - - 3,884,812 33,337,689 Public Safety 13,583,759 - - 5,108,132 18,691,891 Highways, Streets, & Roadways - - 5,138,965 5,726,167 10,865,132 Health and Welfare 277,399 - - 2,823,184 3,100,583 Culture and Recreation - - - 3,143,699 3,143,699 Debt Service: Principal - - - 8,080,000 8,080,000 Interest - - - 5,011,080 5,011,080 Issuance Cost - - - 112,256 112,256 Capital outlay: General Government 1,744,960 - - 12,401,336 14,146,296 Public Safety 639,132 - - 3,511,637 4,150,769 Highway Roads and Streets - 7,309,350 1,656,414 3,097,013 12,062,777 Health and Welfare 3,687 - - - 3,687 Culture and Recreation - - - 2,165,609 2,165,609

Total Expenditures 45,701,814 7,309,350 6,795,379 55,064,925 114,871,468

Excess (Deficiency) of Revenues Over (Under) Expenditures (4,032,742) (2,950,974) 873,313 (14,760,317) (20,870,720)

Other Financing Sources (Uses): Transfers In 5,587,517 - - 21,713,945 27,301,462 Transfers Out (5,992,573) - (3,812,599) (17,496,290) (27,301,462) Bond Issue Proceeds - - - 10,005,000 10,005,000

Total other financing sources and uses (405,056) - (3,812,599) 14,222,655 10,005,000

Net change in fund balances (4,437,798) (2,950,974) (2,939,286) (537,662) (10,865,720)

Fund Balance-January 1 14,945,243 6,690,575 2,914,549 61,696,531 86,246,898

Fund Balances-December 31 10,507,445$ 3,739,601$ (24,737)$ 61,158,869$ 75,381,178$

Combined Statement of Revenues, Expenditures, and Changes in Fund BalancesAll Governmental Fund Types

For the Year Ended December 31, 2003

HAMILTON COUNTY, INDIANA

A-27

General

Highway County Option

Income Tax

Temporary Juvenile

Detention

Building Authority

Capital Projects

Other Governmental

Funds

Total Government

FundsRevenues:

Taxes: Property 17,344,577$ -$ -$ -$ 19,341,204$ 36,685,781$ Income 17,568,745 7,500,000 - - - 25,068,745 Other - - - - 929,290 929,290Special Assessments - - - - 904,464 904,464Licenses and permits - - - - 289,132 289,132Intergovernmental 3,166,317 118,689 - - 14,181,310 17,466,316Charges for Services 2,552,122 - - - 4,883,875 7,435,997Fines and Forfeits 859,471 - - - 1,240,699 2,100,170Miscellaneous 2,208,270 155,100 - 68,038 783,322 3,214,730

Total Revenues 43,699,502 7,773,789 - 68,038 42,553,296 94,094,625Expenditures:

Current: General Government 31,009,924 - - 139,753 4,008,467 35,158,144 Public Safety 14,050,442 - - - 5,065,837 19,116,279 Highways and streets - 3,935,606 - - 4,072,142 8,007,748 Health and Welfare 254,120 - - - 3,405,427 3,659,547 Culture and Recreation - - - - 2,162,431 2,162,431 Debt Service: Principal - - - - 9,015,000 9,015,000 Interest - - - - 5,664,672 5,664,672 Capital outlay: General Government - - - - 5,519,458 5,519,458 Public Safety - - 3,371,488 1,021,372 1,248,161 5,641,021 Highways and streets - 943,196 - - 4,890,812 5,834,008 Health and Welfare - - - - 109,229 109,229 Culture and Recreation - - - - 3,373,897 3,373,897

Total Expenditures 45,314,486 4,878,802 3,371,488 1,161,125 48,535,533 103,261,434

Excess (Deficiency) of Revenues Over (Under) Expenditures (1,614,984) 2,894,987 (3,371,488) (1,093,087) (5,982,237) (9,166,809)

Other Financing Sources (Uses): Transfers In 4,329,461 - 6,781,753 168,471 18,633,111 29,912,796 Transfers Out (3,860,925) (3,132,111) (3,000,000) (3,934,365) (15,985,395) (29,912,796) Bond Issuance - - - 27,414,000 7,596,000 35,010,000 Bond Premium / discount - - - 1,110,839 155,300 1,266,139 Bond Issue Costs - - - (103,216) (161,664) (264,880)

Total other financing sources and uses 468,536 (3,132,111) 3,781,753 24,655,729 10,237,352 36,011,259

Net change in fund balances (1,146,448) (237,124) 410,265 23,562,642 4,255,115 26,844,450

Fund Balance-January 1 10,507,445 (24,737) (410,265) 187,576 65,121,159 75,381,178

Fund Balances-December 31 9,360,997$ (261,861)$ -$ 23,750,218$ 69,376,274$ 102,225,628$

Combined Statement of Revenues, Expenditures, and Changes in Fund BalancesAll Governmental Fund Types

For the Year Ended December 31, 2004

HAMILTON COUNTY, INDIANA

A-28

PENSION LIABILITES

Employees of the Hamilton County have pensions funded under the Public Employees’ Retirement Fund of the State of Indiana.Provided below is a statement of the unfunded accrued liability, as reported by PERF, as of July 1, 2004.

Hamilton County

Unfunded accrued liability Employer contribution (12 months ended December 31, 2004) 2005 employer rate of contribution

$4,069,555

$1,205,968 6.25%

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A-29

This Official Statement and its execution is duly authorized.

HAMILTON COUNTY REDEVELOPMENT COMMISSION

By: /s/ Gary Meunier President

Attest: /s/ Art Levine Secretary

A-30

APPENDIX B

ACCOUNTING REPORT

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B - 2

HAMILTON COUNTY (INDIANA) REDEVELOPMENT COMMISSION

GENERAL COMMENTS

The Hamilton County Redevelopment Commission (the “Commission”), acting on behalf of Hamilton County (the “County”) is issuing $7,295,000 of Redevelopment District Tax Increment Revenue Bonds of 2005 (the “2005 Bonds”) to finance the construction of public infrastructure improvements (the “Project”) and to pay bond issuance expenses. The Project will serve and benefit the Village Park Economic Development Area (the “Area”).

Debt service on the 2005 Bonds will be payable from incremental real property tax revenues collected in the Area (“Tax Increment”), as more fully described herein, and cash or securities held in the funds and accounts established under the Bond Resolution and investments earnings thereon (the “Trust Estate”). The Bonds will not be secured by

a special benefits tax (unlimited ad valorem property taxes), and will not constitute a

general obligation of the County. Additional security will be provided through the funding of a debt service reserve with monies from the existing debt service reserve account for the 1993 Bonds and funds held by the trustee in the 1993 Bond Principal and Interest Account. The 1993 Bonds which have a final scheduled maturity on February 1, 2006 will be defeased at the time of delivery of the 2005 Bonds. The funds to retire the 1993 Bonds will come from the 1993 Bond Principal and Interest Account. The funds for the additional debt service reserve requirement will come from the 1993 Debt Service Reserve Account.

The purpose of this special purpose report (this “Report”) is to provide an estimate of the Tax Increment to be collected in the Area, and to demonstrate that the estimated Tax Increment is sufficient to meet the annual principal and interest due on the 2005 Bonds.

Background Information Concerning Establishment of the Area

On August 15, 1989, the Commission adopted a Declaratory Resolution (the “Declaratory Resolution”), as confirmed by the Confirmatory Resolution on September 26, 1989, which established the Area and designated the entire Area as an allocation area for purposes of capturing incremental property tax revenues (“Tax Increment” as further described herein) to be levied and collected in the Area. The Tax Increment was to be used to pay debt service on the Redevelopment District Tax Increment Revenue Bonds of 1990 (the “1990 Bonds”, subsequently refunded by the 1993 Bonds) which were issued to finance public road and intersection improvements needed to facilitate economic development of the Area. The Area was subsequently annexed into the Town of Westfield (the “Town”) after the issuance of the 1990 Bonds and is located on the east side of Meridian Street (U.S. Highway 31) and bounded by 146th Street to the South and

B - 3

Background Information Concerning Establishment of the Area – (continued)

151st Street to the North. A listing of the companies in the Area can be found on Page B - 9.

On June 13, 2005 an Interlocal Agreement (the “Agreement”) between the Town and County was adopted pertaining to the issuance of the 2005 Bonds and payment of expenses from the Area. Pursuant to IC 36-7-14-3.5, after the final date of annexation by a municipality, a county redevelopment commission may not issue bonds or use the proceeds from allocated property tax proceeds from an allocation area unless the legislative body of the municipality adopts an ordinance permitting the issuance of bonds. The Agreement allows for the issuance of the 2005 Bonds by the County and the use of Tax Increment for payment of principal and interest on the 2005 Bonds. It was stipulated in the Agreement that the Commission would receive only fifty percent (50%) of the assessed value from the Area beginning with the 2005 pay 2006 tax year, unless there is a need to reimburse the debt service reserve fund. The Agreement further stipulated that after the 2018 pay 2019 tax year all assessed value in the Area, above the amount necessary to pay the principal and interest payments on the 2005 Bonds, shall be allocated to the respective taxing units. This anticipated reduction in captured assessed value beginning in 2020 is still subject to increase to include all assessed value in the Area if needed to replenish the debt service reserve fund or to pay the 2005 Bonds.

Tax Increment: Definition and Procedures

Tax Increment consists of the tax proceeds attributable to all real property assessed value within the Area, as of the assessment date in excess of the base assessed value as defined in IC 36-7-14-39(a). The base assessed value means the net assessed value of all the property in the allocation area as finally determined for the assessment date immediately preceding the effective date of a declaratory resolution pursuant to IC 36-7-14-39 establishing the allocation area. The base assessment date of the Area is March 1, 1989.

The next statewide reassessment of real property is scheduled for March 1, 2011 for taxes payable in 2012. Statewide reassessments are scheduled to occur every four years thereafter. The Department of Local Government Finance (the “DLGF”) is required to adjust the base net assessed value after a general reassessment of property. The purpose of the adjustment is to neutralize the effect of the general reassessment on property within allocation areas. In making such an adjustment, the DLGF is required to exclude any appealed assessed values until such appeals are resolved. Delays in the reassessment process, the inability to neutralize the effect of reassessment, or appeals, could adversely affect the Tax Increment. No adjustment has been made for future general reassessments in the Tax Increment estimates contain in this Report.

The tax incremental assessed values are determined by subtracting the base net assessed values from the current net assessed values as of the assessment dates. The tax

B - 4

Tax Increment: Definition and Procedures – (continued)

incremental assessed values are then multiplied by the current property tax rate to determine the Tax Increment. IC 36-7-14-39.5 entitles taxpayers in an allocation area to an additional credit (the “Additional Credit”) payable from Tax Increment in an amount equal to the State Property Tax Replacement Credit (the “SPTRC”); however, a redevelopment commission may recommend that the legislative body adopt a resolution to deny or reduce the Additional Credit. The Commission has adopted such a resolution to deny the Additional Credit. Under IC 6-1.1-21.2, beginning in 2003, the portion of the State-paid Property Tax Replacement Credit for school general funds was increased from 20% to 60% of the school general fund tax rate. As mentioned above, a change in the SPTRC is reflected in the Additional Credit that would be applied to Tax Increment. The increase in the Additional Credit (equal to this increased SPTRC) could result in a reduction in Tax Increment if the Additional Credit were paid. It has been assumed that the Commission will not rescind its current resolution denying the Additional Credit; therefore the Tax Increment is not affected by any increase in the Additional Credit. IC 6-1.1-21.2 also provided that Tax Increment lost from this increase in the SPTRC could be replaced by a property tax levy imposed on the District (the “TIF Replacement Levy”). The TIF Replacement Levy is imposed annually by the DLGF, unless the County Commissioners eliminate the TIF Replacement Levy. The schedules contained in the Report assume that the Additional Credit will not be paid and that the existing TIF Replacement Levy will not be rescinded.

After property taxes are paid to the County Treasurer on or before May 10 and November 10, such taxes are then paid to the Auditor who, based upon the previous year’s certification, pays the portion of property tax receipts which represent Tax Increment into the Allocation Fund on or before June 30 or December 31.

Estimated Sources and Uses of Funds – Page B - 7

The estimated sources and uses of funds are summarized in this schedule. The total expected costs of construction amount to $7,229,494. The 1993 Bonds will be defeased using $232,031 of funds in the 1993 Bond Principal and Interest Account on hand. In addition, the new reserve requirement of $548,000 will be funded at closing with the 1993 Bond debt service reserve funds and other 1993 Bond funds held by the Trustee. The other trustee held funds include $228,362 in the principal and interest account and $94,845 in the general account. Trustee held funds from the 1993 Bonds in excess of the amount used to defease the 1993 Bonds and fund the debt service reserve requirement will be used first to pay issuance expenses with the remainder deposited in the capital fund for project costs. Additional uses of funds include the underwriter’s discount of 1.39%.

B - 5

Amortization Schedule of Proposed $7,295,000 Redevelopment District Tax Increment Revenue Bonds of 2005 – Page B - 8

The amortization of the 2005 Bonds to be issued in the aggregate principal amount of $7,295,000 is shown in this schedule. In compliance with the Agreement, the aggregate principal amount is not greater than $7,300,000 and the semi-annual principal and interest payment do not exceed $274,000 from August 2006 through February 2020 and $425,000 thereafter. The 2005 Bonds will be dated as of the date of delivery, assumed to be November 30, 2005, and mature over a period of approximately 19.17 years. Principal and interest on the 2005 Bonds will be payable semiannually on February 1 and August 1, beginning August 1, 2006. The final bonds are due February 1, 2025. The amortization schedule is based upon actual coupon rates that have been determined through a negotiated sale to City Securities Corporation.

Parcel Listing and Taxes Billed for 2004 pay 2005 – Page B - 9

This schedule lists the parcels associated with the Area and the amount of Tax Increment which was billed to each property for 2004 pay 2005, as provided by the Hamilton County Auditor’s Office. The estimated Tax Increment to be distributed in 2005 is $1,818,338 and is based upon the actual amount of real property assessed value in the Area. The Tax Increment is calculated by multiplying the Captured Assessed Value by the 2005 Tax Rate of $2.8154 per $100 of assessed value. The anticipated TIF Replacement Levy for 2005 in the amount of $200,334 is also shown on this schedule. The assumed total Tax Increment for the 2005 tax year for the Area is $2,018,672.

Estimated Tax Increment for 2005 pay 2006 – Page B - 10

Based upon the Agreement, beginning in tax year 2006 the Area shall receive only 50% of the Captured Assessed Value. The estimated assessed value for 2005 pay 2006 is $32,292,715. Using the current tax rate, the estimated Tax Increment is calculated on the reduced assessed value. The Tax Increment is anticipated to amount to $909,169. Consequently, the amount of the TIF Replacement Levy will be reduced by 50%, as the tax rate levy is based upon the amount of the assessed value; estimated to be in the amount of $100,167. The total estimated Tax Increment for 2005 pay 2006 is $1,009,336.

Comparison of Estimated Revenues and Debt Service – Page B - 11

This schedule provides a comparison of the annual debt service for the 2005 Bonds with the estimated annual Tax Increment revenues generated from the Area. The estimated Tax Increment is based upon the calculation as shown on Page B-10. The estimated coverage is derived from dividing the total requirements into the estimated Tax Increment and is approximately 186% through February 1, 2019. Per the Agreement, the Area will only receive that assessed value necessary to pay the principal and interest payments for the 2005 Bonds; therefore, beginning in tax year 2020, the coverage is 100%. A stipulation exists within the Agreement that allows the Area to capture a portion or all of the assessed value from the Area in the event that the debt service reserve fund requires

B - 6

Comparison of Estimated Revenues and Debt Service – Page B – 11 (continued)

reimbursement. The estimated coverage with the reserve replacement revenue column reflects the coverage for the 2005 Bonds in the event that 100% of the assessed value, excluding original base assessed only, was attributed to the Area. That coverage ranges from 215% to 337%.

Schedule of Historical Tax Increment – Page B - 12

This schedule shows the historical Tax Increment received from the Area and is based upon information provided by the Auditor’s office.

USES OF FUNDS:

PUBLIC INFRASTRUCTURE IMPROVEMENT PROJECTS $7,229,493.96

1993 BONDS DEFEASANCE 232,031.25

UNDERWRITERS DISCOUNT (INCLUDES ORIGINAL ISSUE DISCOUNT) 113,874.95

ISSUANCE COSTS 145,000.00

DEBT SERVICE RESERVE 548,000.00

TOTAL USES OF FUND $8,268,400.16

SOURCES OF FUNDS:

REDEVELOPMENT DISTRICT TAX INCREMENT 7,295,000.00$ REVENUE BONDS OF 2005

1993 DEBT SERVICE RESERVE 418,161.51

1993 PRINCIPAL AND INTEREST ACCOUNT 460,393.07

1993 GENERAL ACCOUNT 94,845.58

TOTAL SOURCES OF FUNDS 8,268,400.16$

HAMILTON COUNTY (INDIANA) REDEVELOPMENT COMMISSION

Village Park Economic Development Area

SOURCES AND USES OF FUNDS

Subject to comments in the accompanying reportdated November 10, 2005 of O.W. Krohn Associates, LLP.

B - 7

BONDPRINCIPAL COUPON YEAR

DATE BALANCE RATE PRINCIPAL INTEREST TOTAL TOTAL

8/1/2006 7,295,000$ 3.25% 40,000$ $230,476.33 $270,476.332/1/2007 7,255,000 3.50% 100,000 171,490.00 271,490.00 $541,966.338/1/2007 7,155,000 3.50% 100,000 169,740.00 269,740.002/1/2008 7,055,000 3.75% 105,000 167,990.00 272,990.00 542,730.008/1/2008 6,950,000 3.75% 105,000 166,021.25 271,021.252/1/2009 6,845,000 4.00% 105,000 164,052.50 269,052.50 540,073.758/1/2009 6,740,000 4.00% 110,000 161,952.50 271,952.502/1/2010 6,630,000 4.10% 110,000 159,752.50 269,752.50 541,705.008/1/2010 6,520,000 4.10% 115,000 157,497.50 272,497.502/1/2011 6,405,000 4.20% 115,000 155,140.00 270,140.00 542,637.508/1/2011 6,290,000 4.20% 120,000 152,725.00 272,725.002/1/2012 6,170,000 4.30% 120,000 150,205.00 270,205.00 542,930.008/1/2012 6,050,000 4.30% 125,000 147,625.00 272,625.002/1/2013 5,925,000 4.40% 125,000 144,937.50 269,937.50 542,562.508/1/2013 5,800,000 4.40% 130,000 142,187.50 272,187.502/1/2014 5,670,000 4.50% 130,000 139,327.50 269,327.50 541,515.008/1/2014 5,540,000 4.50% 135,000 136,402.50 271,402.502/1/2015 5,405,000 4.60% 140,000 133,365.00 273,365.00 544,767.508/1/2015 5,265,000 4.60% 140,000 130,145.00 270,145.002/1/2016 5,125,000 4.60% 145,000 126,925.00 271,925.00 542,070.008/1/2016 4,980,000 4.60% 150,000 123,590.00 273,590.002/1/2017 4,830,000 4.60% 150,000 120,140.00 270,140.00 543,730.008/1/2017 4,680,000 4.60% 155,000 116,690.00 271,690.002/1/2018 4,525,000 5.00% 160,000 113,125.00 273,125.00 544,815.008/1/2018 4,365,000 5.00% 160,000 109,125.00 269,125.002/1/2019 4,205,000 5.00% 165,000 105,125.00 270,125.00 539,250.008/1/2019 4,040,000 5.00% 170,000 101,000.00 271,000.002/1/2020 3,870,000 5.00% 175,000 96,750.00 271,750.00 542,750.008/1/2020 3,695,000 5.00% 330,000 92,375.00 422,375.002/1/2021 3,365,000 5.00% 340,000 84,125.00 424,125.00 846,500.008/1/2021 3,025,000 5.00% 345,000 75,625.00 420,625.002/1/2022 2,680,000 5.00% 355,000 67,000.00 422,000.00 842,625.008/1/2022 2,325,000 5.00% 365,000 58,125.00 423,125.002/1/2023 1,960,000 5.00% 375,000 49,000.00 424,000.00 847,125.008/1/2023 1,585,000 5.00% 385,000 39,625.00 424,625.002/1/2024 1,200,000 5.00% 390,000 30,000.00 420,000.00 844,625.008/1/2024 810,000 5.00% 400,000 20,250.00 420,250.002/1/2025 410,000 5.00% 410,000 10,250.00 420,250.00 840,500.00

TOTALS $7,295,000 $4,519,877.58 $11,814,877.58 $11,814,877.58

DEBT SERVICE

HAMILTON COUNTY (INDIANA) REDEVELOPMENT COMMISSION

AMORTIZATION SCHEDULE

DATED NOVEMBER 30, 2005

$7,295,000 REDEVELOPMENT DISTRICT TAX INCREMENT REVENUE BONDS OF 2005

Village Park Economic Development Area

Subject to the comments in the accompanying reportdated November 10, 2005 of O.W. Krohn Associates, LLP.

B - 8

Property Number Deeded Owner Current Base Captured Tax Increment

TIF Code: 9901

09-10-18-00-00-015.002 Westfield Properties LTD Ptn $2,500 $0 $2,500 $70.38

09-10-18-00-00-015.102 Village Developers LP 17,376,300 36,100 17,340,200 488,196.00

09-10-18-00-00-015.112 Village Developers 687,400 1,200 686,200 19,319.28

09-10-18-00-00-015.122 Brucker, Douglas L & Susan M 791,500 1,200 790,300 22,250.10

09-10-18-00-00-015.132 Bendmel LLC 1,235,000 0 1,235,000 34,770.20

09-10-18-00-00-015.142 Village Developers LP 1,364,500 0 1,364,500 38,416.14

09-10-18-00-00-015.202 Business, Wal Mart Real Estate 9,292,800 13,000 9,279,800 261,263.48

09-10-18-00-00-015.302 Village Developers Limited PTN 7,838,900 37,200 7,801,700 219,649.06

09-10-18-00-00-015.332 Village Developers Ltd PTN 390,300 0 390,300 10,988.50

09-10-18-00-01-001.000 Marsh Supermarkets Inc 5,966,500 6,400 5,960,100 167,800.66

09-10-18-00-01-002.000 Bank One Indianapolis 1,209,300 1,500 1,207,800 34,004.40

09-10-18-00-01-003.000 Mikes No 15 Llc 1,079,600 1,200 1,078,400 30,361.28

09-10-18-00-01-004.000 Ramadelle LLC 1,107,600 1,200 1,106,400 31,149.58

09-10-18-00-01-005.000 Apple Indiana II LLC 1,091,300 1,200 1,090,100 30,690.68

09-10-18-00-01-006.000 Village Developers Limited PTN 4,862,500 5,400 4,857,100 136,746.80

09-10-18-00-01-006.001 Village Developers LP 329,300 0 329,300 9,271.12

09-10-18-00-02-001.000 Menard Inc 10,078,200 12,470 10,065,730 283,390.56

Totals $64,703,500 $118,070 $64,585,430 $1,818,338.22

TIF Replacement Levy 200,334.00

Total Tax Increment for 2004 pay 2005 $2,018,672.22

PARCEL LISTING AND TAXES BILLED FOR 2004 PAY 2005

Assessed Value

HAMILTON COUNTY (INDIANA) REDEVELOPMENT COMMISSION

Village Park Economic Development Area

Subject to the comments in the accompanying reportdated November 10, 2005 of O.W. Krohn Associates, LLP.

B - 9

2004 PAY 2005 CAPTURED ASSESSED VALUE $64,585,430

X 50% (Per Interlocal Agreement) 32,292,715

2004 PAY 2005 TAX RATE 2.8154

ESTIMATED TAX INCREMENT 909,169

TOTAL ESTIMATED TAX INCREMENT $909,169

HAMILTON COUNTY (INDIANA) REDEVELOPMENT COMMISSION

Village Park Economic Development Area

ESTIMATED TAX INCREMENT FOR 2005 PAY 2006

Note: Estimated TIF Replacement Levy will be $100,167 for 2005 Pay 2006. However, since we have no assurance that the replacement levy will continue to be received over the next 20 years, we have not included those funds for cash flows and coverage comparisons on pg B-11.

Subject to the comments in the accompanying reportdated November 10, 2005 of O.W. Krohn Associates, LLP.

B - 10

ESTIMATEDCOVERAGE

ESTIMATED WITH RESERVECOLLECTION TAX TOTAL ESTIMATED REPLACEMENT

YEAR INCREMENT (1) REQUIREMENTS SURPLUS COVERAGE REVENUE (2)

2006 $909,169 $541,966 $367,203 168% 336%2007 909,169 542,730 366,439 168% 335%2008 909,169 540,074 369,095 168% 337%2009 909,169 541,705 367,464 168% 336%2010 909,169 542,638 366,531 168% 335%2011 909,169 542,930 366,239 167% 335%2012 909,169 542,563 366,606 168% 335%2013 909,169 541,515 367,654 168% 336%2014 909,169 544,768 364,401 167% 334%2015 909,169 542,070 367,099 168% 335%2016 909,169 543,730 365,439 167% 334%2017 909,169 544,815 364,354 167% 334%2018 909,169 539,250 369,919 169% 337%2019 909,169 542,750 366,419 168% 335%2020 846,500 846,500 0 100% (3) 215%2021 842,625 842,625 0 100% (3) 216%2022 847,125 847,125 0 100% (3) 215%2023 844,625 844,625 0 100% (3) 215%2024 840,500 840,500 0 100% (3) 216%

TOTALS $16,949,741 $11,814,879 $5,134,862

(1)

(2)

reflects the estimated coverage if the entire assessed value of the Area was attributed

(3)adopted in June 2005, "The parties further agree that all assessed value in the Areaafter the tax year 2019, above the amount necessary to pay the payments required bythe New Bonds, shall be allocated to the respective taxing units".

adopted in June 2005, "the Commission shall receive only fifty percent (50%) of theassessed value from the Area, unless there is need to reimburse the debt service reservefund established in the Resolution authorizing the issuance of the New Bonds".

Per the Interlocal Agreement between the Town of Westfield and Hamilton County,

In the event that the debt service reserve fund needs to be reimbursed, a portion or allof the assessed value from the Area will revert back to the Commission. This column

to the Commission.

Per the Interlocal Agreement between the Town of Westfield and Hamilton County,

HAMILTON COUNTY (INDIANA) REDEVELOPMENT COMMISSION

Village Park Economic Development Area

COMPARISON OF ESTIMATED REVENUES AND DEBT SERVICE

Subject to the comments in the accompanying reportdated November 10, 2005 of O.W. Krohn Associates, LLP.

B - 11

YEAR ACTUALPAYABLE SETTLEMENTS

1996 1,071,3761997 1,238,7221998 1,233,3131999 1,105,3612000 1,249,1722001 1,220,0922002 1,257,2132003 2,227,1472004 1,908,5592005 1,009,034 (1)

(1) Actual spring 2005 settlement only.

HAMILTON COUNTY (INDIANA) REDEVELOPMENT COMMISSION

Village Park Economic Development Area

SCHEDULE OF HISTORICAL TAX INCREMENT

Subject to the comments in the accompanying reportdated Novermber 10, 2005 of O.W. Krohn Associates, LLP.

B - 12

APPENDIX C

BOND RESOLUTION

[THIS PAGE INTENTIONALLY LEFT BLANK]

HAMILTON COUNTY REDEVELOPMENT COMMISSION

RESOLUTION NO. ___________ BOND RESOLUTION

TABLE OF CONTENTS

Page

Section 1. Definitions...................................................................................................................3Section 2. Granting Clauses.........................................................................................................5Section 3. The 2005 Bonds. .........................................................................................................6Section 4. Form of the 2005 Bonds. ..........................................................................................11 Section 5. Sale of the 2005 Bonds. ............................................................................................18Section 6. Delivery of Instruments ............................................................................................18Section 7. Bond Purchase Agreement........................................................................................19 Section 8. Official Statement and Continuing Disclosure .........................................................19 Section 9. Execution of the 2005 Bonds....................................................................................20 Section 10. Redevelopment District Capital Fund.......................................................................20 Section 11. Flow of Funds. ..........................................................................................................21Section 12. Issuance of Additional Bonds. ..................................................................................23 Section 13. Tax Covenants. .........................................................................................................24Section 14. Contractual Nature of this Resolution.......................................................................26 Section 15. Defeasance of the 2005 Bonds..................................................................................26 Section 16. Amending Supplemental Resolution ........................................................................27 Section 17. Consent to Supplemental Resolutions. .....................................................................28 Section 18. Events of Default. .....................................................................................................29Section 19. The Trustee. ..............................................................................................................32Section 20. The Registrar and Paying Agent. ..............................................................................37 Section 21. Notices ......................................................................................................................37Section 22. Business Days ...........................................................................................................37Section 23. Severability ...............................................................................................................37Section 24. Repeal of Conflicting Provisions ..............................................................................37 Section 25. Effective Date ...........................................................................................................37

- i -

HAMILTON COUNTY REDEVELOPMENT COMMISSION

RESOLUTION NO. ____________ BOND RESOLUTION

WHEREAS, IC 36-7-14 and IC 36-7-25 and all related and supplemental statutes as in effect on the issue date of the Bonds (defined below) including IC 5-1-14 (collectively, "Act") authorize the Redevelopment Commission ("Commission") of Hamilton County, Indiana ("County"), to establish an economic development area and to establish an allocation area within an economic development area providing for the distribution of property tax revenues generated within the allocation area;

WHEREAS, the Commission adopted a declaratory resolution ("Declaratory Resolution") on August 15, 1989 and the Declaratory Resolution was confirmed by a Confirmatory Resolution and recorded with the County Recorder ("Confirmatory Resolution");

WHEREAS, the Commission, by the Declaratory Resolution as confirmed by the Confirmatory Resolution ("Original Resolution"), established the boundaries of the Village Park, Washington Township, Economic Development Area ("Area") and declared this area to be an economic development area, and the Area is more particularly described in the map attached to and incorporated in the Declaratory Resolution;

WHEREAS, pursuant to the Original Resolution, the economic development plan ("Original Plan") for the Area was approved;

WHEREAS, the Commission, after a public hearing will adopt its Amendatory Resolution amending the Original Plan to include the hereinafter defined Project (as amended, "Plan");

WHEREAS, the Original Resolution and the Amendatory Resolution are hereinafter collectively referred to as the "Area Resolution;"

WHEREAS, pursuant to the Area Resolution and the Plan of the Area, the Commission designated the entire Area as an allocation area ("Allocation Area") for purposes of capturing incremental ad valorem property tax revenues levied and collected in the Allocation Area (as more particularly described in Section 1 "Tax Increment") to pay debt service on bonds issued to finance the economic development project described below and to pay certain other costs permitted by the Act and this Resolution;

WHEREAS, IC 36-7-14-39.5 provides for an additional credit for property taxes in the Allocation Area payable from Tax Increment, which credit may be eliminated or reduced by resolution of the Board of Commissioners upon recommendation of the Commission;

WHEREAS, the Board of Commissioners has taken no action to provide that the additional credit under IC 36-7-14-39.5 does not apply in the Allocation Area;

WHEREAS, the Commission has found and determined that: (i) the planning, replanning, development, and redevelopment of the Area is a public and governmental function that cannot be accomplished through the ordinary operations of private enterprise; (ii) the

planning, replanning, development and redevelopment of the Area would benefit the public health, safety, morals, and welfare in, increase the economic well-being of, and serve to protect and increase property values in, the County and the State of Indiana and would be of public utility and benefit; and (iii) the planning, replanning, development and redevelopment of the Area are public uses and purposes for which money may be spent;

WHEREAS, the Commission finds that there are now outstanding bonds payable out of Tax Increment, designated "Redevelopment District Tax Increment Refunding Revenue Bonds of 1993," dated June 1, 1993 ("1993 Bonds"), originally issued in the amount of $4,140,000 now outstanding in the amount of $225,000 and maturing on February 1, 2006;

WHEREAS, the 1993 Bonds permit the issuance of additional obligations on a parity with the 1993 Bonds under certain conditions and the County, based on the advice of its financial advisors, has determined that such conditions can be met;

WHEREAS, the Commission finds and determines that in order to proceed with the planning, replanning, development and redevelopment of the Area, it is necessary for the Commission to issue special taxing district bonds of the Hamilton County Redevelopment District ("District"), in the name of the County, payable out of Tax Increment in the aggregate principal amount not to exceed Seven Million Three Hundred Thousand Dollars ($7,300,000) ("2005 Bonds"), for the purpose of procuring funds to be applied on the cost of economic development and redevelopment in the Area and the construction of certain local public improvements in, serving or benefiting the Area (as more fully described in Exhibit A)("Project"), incidental expenses incurred in connection with the Project as provided in the Act and costs associated with issuance of the 2005 Bonds and funding a debt service reserve ("Costs of the Project");

WHEREAS, the Commission estimates that the total Costs of the Project will not exceed $7,300,000;

WHEREAS, the Commission hereby finds that it is in the best interests of the District to sell the Bonds at a negotiated sale to City Securities Corporation;

WHEREAS, the 2005 Bonds to be issued under Section 3 of this Resolution are issued pursuant to the authority granted in the Act;

WHEREAS, the Commission will hold a public hearing on the proposed additional appropriation of the 2005 Bond proceeds and approve the appropriation of the 2005 Bond proceeds; and

WHEREAS, the Commission has notified the Department of Local Government Finance of the creation of the Area, will report to the Department of Local Government Finance the appropriation of the Bond proceeds, and will obtain all approvals required by law for the issuance of the 2005 Bonds;

NOW, THEREFORE, BE IT RESOLVED BY THE HAMILTON COUNTY REDEVELOPMENT COMMISSION, AS FOLLOWS:

C-2

Section 1. Definitions. All terms defined herein and all pronouns used in this Resolution shall be deemed to apply equally to singular and plural and to all genders. All terms defined elsewhere in this Resolution shall have the meaning given in such definition. In this Resolution, unless a different meaning clearly appears from the context:

"Act" means IC 5-1-14-4, IC 36-7-14 and IC 36-7-25 and all related and supplemental acts in effect on the issue date of the 2005 Bonds.

"Allocation Fund" means the special fund established for the Tax Increment collected in the Allocation Area.

"Area" means the Village Park, Washington Township, Economic Development Area created by the Declaratory Resolution, as confirmed by the Confirmatory Resolution.

"Bond Principal and Interest Account" means the Bond Principal and Interest Account continued under Section 11.

"Bond Purchase Agreement" means the purchase agreement for the 2005 Bonds authorized by Section 7 of this Resolution.

"Bond Purchaser" means City Securities Corporation, the original purchaser of the 2005 Bonds.

"Bond Resolution" or "Resolution" means this Bond Resolution, adopted by the Commission on October 14, 2005, and authorizing the issuance of the 2005 Bonds, as it may be supplemented and amended from time to time in accordance with its provisions.

"Bonds" means the 2005 Bonds and any Parity Obligations.

"Capital Fund" means the Redevelopment District Capital Fund established under the Act and as described in Section 10.

"Code" means the Internal Revenue Code of 1986, as amended and in effect on the date of issuance of the 2005 Bonds, as applicable, and the applicable judicial decisions and published rulings and any applicable regulations promulgated thereunder.

"Commission" means the Hamilton County Redevelopment Commission.

"Costs of the Project" means all costs of the Project as set forth in the recitals of this Resolution and in Exhibit A.

"County" means Hamilton County, Indiana.

"Debt Service" means the principal of and interest on the Bonds, lease rentals on any Parity Obligations which are leases and any fiscal agency charges associated with the Bonds and the collection of Tax Increment for the Bonds.

"Debt Service Reserve Account" means the Debt Service Reserve Account created under Section 11.

C-3

"Debt Service Reserve Requirement" means $548,000.

"District" means the Hamilton County Redevelopment District.

"Notice Address" means with respect to the County and Trustee, Registrar and Paying Agent:

County and Commission:

Hamilton County Redevelopment Commission 33 North 9th Street, L21 Noblesville, IN 46060

Attention: Auditor

County Attorney:

Mr. Michael Howard Howard & Associates 694 Logan Street Hamilton County, Indiana 46060

The notice addresses of the Trustee, Registrar and Paying Agent shall be set forth in the Acceptance attached hereto.

"Owner" means a registered owner of the Bonds.

"Parity Obligations" means any obligations (including leases) of the Commission issued on a parity with the Bonds (as to the pledge of Tax Increment) under Section 12.

"Paying Agent" means the Paying Agent so designated under Section 3(G) or any successor Paying Agent appointed under this Resolution.

"Project" means the acquisition of right-of-way and the construction of certain infrastructure improvements as described in Exhibit A.

"Qualified Investments" means any direct obligation of the United States of America or other investment in which the Commission is permitted by Indiana law to invest at the time of investment.

"Registrar" means the Registrar so designated under Section 3(G) or any successor Registrar appointed under Section 3(F) of this Resolution.

"Bond Principal and Interest Account" means the Bond Principal and Interest Account of the Allocation Fund continued under Section 11.

"State" means the State of Indiana.

"Surplus Fund" means the Surplus Fund continued under Section 11.

C-4

"Tax Increment" means all real property tax proceeds from 50% of the assessed valuation (except as provided in Section 11(C)) of real property in the Allocation Area in excess of the assessed valuation described in IC 36-7-14-39(b)(1) minus the additional credit under IC 36-7-14-39.5, as such statutory provision exists on the date of the issuance of the Bonds.

"Trustee" means the Auditor or trustee as appointed pursuant to Section 3(G) or any successor Trustee appointed under this Resolution.

"2005 Bonds" means the Bonds described in Section 3.

Section 2. Granting Clauses.

(A) The Commission, in consideration of the premises and of the purchase and acceptance of the 2005 Bonds by the Owners (as defined in Section 1), in order to secure the payment of the Debt Service on the Bonds according to their tenor and effect and to secure the performance and observance by the Commission of all covenants expressed or implied herein and in the 2005 Bonds, does hereby pledge the rights, interests, properties, money and other assets described below ("Trust Estate") to the Trustee for the benefit of the Owners of the 2005 Bonds, on a parity with the 1993 Bonds (except for the Capital Fund which shall be pledged only to the 2005 Bonds), for the securing of the performance of the obligations of the Commission set forth in this Resolution, such pledge to be effective as set forth in IC 5-1-14-4 without the recording of this Resolution or any other instrument:

(1) All cash and securities now or hereafter held in the Capital Fund, the Allocation Fund, the Bond Principal and Interest Account, the Debt Service Reserve Account and the investment earnings thereon and all proceeds thereof (except to the extent transferred or disbursed from such funds and accounts from time to time in accordance with this Resolution);

(2) All Tax Increment, on a parity with the 1993 Bonds, required to be deposited for the benefit of the 2005 Bonds under this Resolution or for the benefit of any Subordinate Obligations; and

(3) Any money hereinafter pledged to the Trustee as security to the extent of that pledge;

provided, however, that if the Commission shall pay or cause to be paid, or there shall otherwise be paid or made provision for payment of Debt Service on the 2005 Bonds due, or to become due thereon, at the times and in the manner mentioned in the 2005 Bonds, and shall pay or cause to be paid or there shall otherwise be paid or made provision for payment to the Owners of the outstanding 2005 Bonds of all sums of money due or to become due according to the provisions hereof, then this Resolution and the rights hereby granted shall cease, terminate and be void; otherwise this Resolution shall be and remain in full force and effect;

(B) This Resolution further witnesseth, and it is expressly declared, that all the 2005 Bonds issued and secured hereunder are to be issued, authenticated and delivered, and all these properties, rights and interests, including, without limitation, the amounts

C-5

hereby pledged, are to be dealt with and disposed of, under, upon and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes hereinafter expressed, and the Commission has agreed and covenanted, and does hereby agree and covenant, with the respective Owners, from time to time, of the 2005 Bonds, or any part thereof, as provided in this Resolution.

Section 3. The 2005 Bonds.

(A) (1) The Commission finds that all or a portion of the Costs of the Project may be paid from proceeds of the 2005 Bonds under the Act and that the Project will provide special benefits to property owners in the Area and will be of public use and benefit. The Commission further finds that in order to proceed with the planning, replanning, development and redevelopment of the Area, it is necessary for the Commission to issue special taxing district bonds of the District, in the name of the County, payable out of Tax Increment, on a parity with the 1993 Bonds, allocated and deposited as provided in this Resolution, in the aggregate principal amount not to exceed Seven Million Three Hundred Thousand Dollars ($7,300,000) to procure funds to be applied to the Costs of the Project.

(2) For the purpose of procuring funds to be applied to the Costs of the Project, the Commission, acting in the name of the County, shall borrow the aggregate principal amount not to exceed Seven Million Three Hundred Thousand Dollars ($7,300,000). The 2005 Bonds shall be sold at a purchase price of not less than 98% of par value thereof. The 2005 Bonds shall be issued by the Commission in the name of the County, and shall be designated "Redevelopment District Tax Increment Revenue Bonds of 2005." The President of the Commission and the Board of Commissioners are hereby authorized and directed to negotiate with the Bond Purchaser terms of the sale of the 2005 Bonds consistent with this Resolution. The Auditor is hereby authorized and directed to have prepared and to issue and sell to the Bond Purchaser the 2005 Bonds, payable solely out of the Trust Estate, on a parity with the 1993 Bonds, as set forth herein. The purchase price of the 2005 Bonds, together with investment earnings on the proceeds of the 2005 Bonds, does not exceed the total as estimated by the Commission of all Costs of the Project.

(3) The Board of Commissioners is hereby authorized to purchase bond insurance for the 2005 Bonds if, upon the advice of the Bond Purchaser or the County's financial advisor, the County determines that the purchase of the bond insurance will produce a net present value debt service savings. The insurance premium shall be paid from proceeds of the 2005 Bonds.

(B) (1) The 2005 Bonds shall be issued in fully registered form and shall be lettered and numbered "R-1" and shall be issued in multiples of Five Thousand Dollars ($5,000) or in any integral multiples thereof.

(2) The 2005 Bonds shall be dated as of the issue date and shall accrue interest from that date at a rate or rates not to exceed six percent (6%) per annum. The actual rates to be determined by negotiation with the Bond Purchaser with a final maturity not later than February 1, 2025 and with principal payable semiannually on

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February 1 and August 1 on a schedule that will retire the 2005 Bonds as quickly as possible based on reasonable projections of available Tax Increment and allowing for sufficient coverage to market the 2005 Bonds, taking into account the 1993 Bonds.

(3) Interest on the 2005 Bonds shall be payable on each February 1 and August 1 beginning on August 1, 2006, and shall accrue on a basis of twelve 30-day months for a 360-day year.

(C) The 2005 Bonds are subject to optional redemption prior to maturity on any date beginning no earlier than August 1, 2014, in whole or in part, at face value plus interest accrued to the date of redemption.

(D) All or a portion of the 2005 Bonds may be issued as one or more term bonds, upon election of the Bond Purchaser. Such term bonds shall have a stated maturity or maturities as determined by the Bond Purchaser. The term bonds shall be subject to mandatory sinking fund redemption and final payment(s) at maturity at 100% of the principal amount thereof, plus accrued interest to the redemption date, on principal payment dates in accordance with the above schedule.

(E) Notice of any redemption identifying the 2005 Bonds to be redeemed in whole or in part prior to maturity shall be given by the Commission to the Trustee at least 45 days prior to the date fixed for redemption. Notice of any redemption identifying the 2005 Bonds to be redeemed in whole or in part shall be given by the Registrar at least 30 days prior to the date fixed for redemption (unless this notice is waived by the Owner) by sending written notice by first class mail to the Owner of each 2005 Bond to be redeemed in whole or in part at the address shown on the registration books of the Registrar. Failure to give such notice by mailing, or any defect therein with respect to any 2005 Bond, shall not affect the validity of any proceeding for the redemption of other 2005 Bonds. Such notice shall state the redemption date, the redemption price, the amount of accrued interest, if any, payable on the redemption date, the place at which 2005 Bonds are to be surrendered for payment and, if less than the entire principal amount of a 2005 Bond is to be redeemed, the portion thereof to be redeemed. By the date fixed for redemption, due provision shall be made with the Registrar for the payment of the redemption price of the 2005 Bonds to be redeemed, plus accrued interest, if any, to the date fixed for redemption. When the 2005 Bonds have been called for redemption, in whole or in part, and due provision has been made to redeem same as herein provided, the 2005 Bonds or portions thereof so redeemed shall no longer be regarded as outstanding except for the purpose of receiving payment solely from the funds so provided for redemption, and the rights of the Owners of such 2005 Bonds to collect interest which would otherwise accrue after the redemption date on any Bond or portion thereof called for redemption shall terminate on the date fixed for redemption, provided that funds for their redemption are on deposit at the place of payment at that time.

(F) If fewer than all of the 2005 Bonds are to be redeemed, the Registrar will select the particular 2005 Bonds to be redeemed by lot in such manner as it deems fair and appropriate. Each Five Thousand Dollars ($5,000) principal amount shall be considered a separate bond for purposes of redemption.

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(G) (1) The Auditor of the County may serve as the Trustee, Registrar and Paying Agent for the 2005 Bonds. The Commission may appoint a qualified financial institution to serve as Trustee or Registrar and Paying Agent for the 2005 Bonds, which Trustee, Registrar and Paying Agent will be charged with the performance of the duties and responsibilities of Trustee, Registrar and Paying Agent as set forth herein, in which case the Trustee, Registrar and Paying Agent shall signify its acceptance of its duties by executing the acceptance attached to this Resolution. The Commission is further authorized to pay such fees as the Trustee, Registrar and Paying Agent may charge for the services provided as Trustee, Registrar and Paying Agent and such fees may be paid from the Bond Principal and Interest Account as Debt Service in addition to paying the principal of and interest on the Bonds or from the Surplus Fund.

(2) The Auditor is hereby authorized, on behalf of the Commission, to enter into such agreements or understandings with the Trustee, Registrar and Paying Agent as will enable it to perform the services required of it.

(H) (1) The 2005 Bonds shall be authenticated with the manual or facsimile signature of an authorized representative of the Registrar. No 2005 Bond shall be valid or become obligatory for any purpose until the Certificate of Authentication on such 2005 Bond shall have been so executed. Subject to the provisions hereof for registration, the 2005 Bonds shall be negotiable under the laws of the State of Indiana.

(2) Each 2005 Bond shall be transferable or exchangeable only upon the books of the Commission kept for that purpose at the office of the Registrar by the owner thereof in person, or by its attorney duly authorized in writing, upon surrender of such 2005 Bond together with a written instrument of transfer or exchange satisfactory to the Registrar duly executed by the owners or its attorney duly authorized in writing, and thereupon a new fully registered 2005 Bond or 2005 Bonds, as the case may be, in the same principal amount and series and of the same maturity, shall be executed and delivered in the name of the transferee or transferees or the owners, as the case may be, in exchange therefor. The Registrar shall not be obligated to make any exchange or transfer of 2005 Bonds following the fifteenth day immediately preceding an interest payment date on any 2005 Bonds until such interest payment date. The Registrar shall not be obligated (a) to register, transfer or exchange any 2005 Bond during a period of fifteen (15) days next preceding mailing of a notice of redemption of the 2005 Bonds, or (b) to register, transfer or exchange the 2005 Bond selected, called or being called for redemption in whole or in part after mailing notice of such call. The County and the Registrar for the 2005 Bonds may treat and consider the person in whose name such 2005 Bond is registered as the absolute owner thereof for all purposes including for the purpose of receiving payment of, or on account of, the principal thereof. The 2005 Bonds may be transferred or exchanged without cost to the owners except for any tax or governmental charge required to be paid with respect to the transfer or exchange, which taxes or governmental charges are payable by the person requesting such transfer or exchange.

(3) If any 2005 Bond is mutilated, lost, stolen or destroyed, the County may execute and the Registrar may authenticate a new 2005 Bond, which in all respects shall be identical to the 2005 Bond which was mutilated, lost, stolen or destroyed including

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like date, maturity, series and denomination, except that such new 2005 Bond shall be marked in a manner to distinguish it from the 2005 Bond for which it was issued; provided that in the case of any 2005 Bond, as the case may be, being mutilated, such mutilated 2005 Bond shall first be surrendered to the County and the Registrar; and in the case of 2005 Bonds being lost, stolen or destroyed, there shall be first furnished to the County and the Registrar evidence of such loss, theft or destruction satisfactory to the County and the Registrar, together with indemnity satisfactory to them. If any such lost, stolen or destroyed 2005 Bond shall have matured and be payable in accordance with its terms, instead of issuing a duplicate 2005 Bond, the County and the Registrar may, upon receiving indemnity satisfactory to them, pay the same without surrender thereof. The County and the Registrar may charge the owner of the 2005 Bond, as the case may be, with their reasonable fees and expenses in connection with the above. Every substitute 2005 Bond issued by reason of the 2005 Bond being lost, stolen or destroyed shall, with respect to such 2005 Bond, constitute a substitute contractual obligation of the County, whether or not the lost, stolen or destroyed 2005 Bond shall be found at any time, and every such 2005 Bond shall be entitled to all the benefits of this Resolution, equally and proportionately with any and all other 2005 Bonds duly issued hereunder.

(I) The principal of the 2005 Bonds shall be payable in lawful money of the United States of America upon presentation at the corporate trust operations office of the Paying Agent. Interest on the 2005 Bonds shall be paid by check mailed to each owner at the address as it appears on the registration books kept by the Registrar as of the fifteenth day immediately preceding the interest payment date or at such other address as provided to the Registrar in writing by such owner. If payment of principal or interest is made to a depository, payment shall be made by wire transfer on the payment date in same-day funds. If the payment date occurs on a date when financial institutions are not open for business, the wire transfer shall be made on the next succeeding business day and no additional interest shall accrue. The Trustee shall be instructed to wire transfer payments by 1:00 p.m. (New York City time) so that such payments are received at the depository by 2:30 p.m. (New York City time).

(J) The County has determined that it may be beneficial to the County to have the 2005 Bonds held by a central depository system pursuant to an agreement between the County and The Depository Trust Company, New York, New York ("Depository Trust Company") and have transfers of the 2005 Bonds effected by book-entry on the books of the central depository system ("Book Entry System"). The 2005 Bonds may be initially issued in the form of a separate single authenticated fully registered Bond for the aggregate principal amount of each separate maturity of the 2005 Bonds. In such case, upon initial issuance, the ownership of such 2005 Bonds shall be registered in the register kept by the Registrar in the name of CEDE & CO., as nominee of the Depository Trust Company.

With respect to the 2005 Bonds registered in the register kept by the Registrar in the name of CEDE & CO., as nominee of the Depository Trust Company, the County and the Paying Agent shall have no responsibility or obligation to any other holders or owners (including any beneficial owner ("Beneficial Owner")) of the 2005 Bonds with respect to (i) the accuracy of the records of the Depository Trust Company, CEDE & CO., or any Beneficial Owner with respect

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to ownership questions, (ii) the delivery to any bondholder (including any Beneficial Owner) or any other person, other than the Depository Trust Company, of any notice with respect to the 2005 Bonds including any notice of redemption, or (iii) the payment to any bondholder (including any Beneficial Owner) or any other person, other than the Depository Trust Company, of any amount with respect to the principal of, or premium, if any, or interest on the 2005 Bonds except as otherwise provided herein.

No person other than the Depository Trust Company shall receive an authenticated 2005 Bond evidencing an obligation of the County to make payments of the principal of and premium, if any, and interest on the Bonds pursuant to this Resolution. The County and the Registrar and Paying Agent may treat as and deem the Depository Trust Company or CEDE & CO. to be the absolute bondholder of each of the 2005 Bonds for the purpose of (i) payment of the principal of and premium, if any, and interest on such 2005 Bonds; (ii) giving notices of redemption and other notices permitted to be given to bondholders with respect to such 2005 Bonds; (iii) registering transfers with respect to such 2005 Bonds; (iv) obtaining any consent or other action required or permitted to be taken of or by bondholders; (v) voting; and (vi) for all other purposes whatsoever. The Paying Agent shall pay all principal of and premium, if any, and interest on the 2005 Bonds only to or upon the order of the Depository Trust Company, and all such payments shall be valid and effective fully to satisfy and discharge the County's and the Paying Agent's obligations with respect to principal of and premium, if any, and interest on the 2005 Bonds to the extent of the sum or sums so paid. Upon delivery by the Depository Trust Company to the County of written notice to the effect that the Depository Trust Company has determined to substitute a new nominee in place of CEDE & CO., and subject to the provisions herein with respect to consents, the words "CEDE & CO." in this Resolution shall refer to such new nominee of the Depository Trust Company. Notwithstanding any other provision hereof to the contrary, so long as any 2005 Bond is registered in the name of CEDE & CO., as nominee of the Depository Trust Company, all payments with respect to the principal of and premium, if any, and interest on such 2005 Bonds and all notices with respect to such 2005 Bonds shall be made and given, respectively, to the Depository Trust Company as provided in a representation letter from the County to the Depository Trust Company.

Upon receipt by the County of written notice from the Depository Trust Company to the effect that the Depository Trust Company is unable or unwilling to discharge its responsibilities and no substitute depository willing to undertake the functions of the Depository Trust Company hereunder can be found which is willing and able to undertake such functions upon reasonable and customary terms, then the 2005 Bonds shall no longer be restricted to being registered in the register of the County kept by the Registrar in the name of CEDE & CO., as nominee of the Depository Trust Company, but may be registered in whatever name or names the bondholders transferring or exchanging the 2005 Bonds shall designate, in accordance with the provisions of this Resolution.

If the County determines that it is in the best interest of the bondholders that they be able to obtain certificates for the fully registered 2005 Bonds, the County may notify the Depository Trust Company and the Registrar, whereupon the Depository Trust Company will notify the Beneficial Owners of the availability through the Depository Trust Company of certificates for the 2005 Bonds. In such event, the Registrar shall prepare, authenticate, transfer and exchange certificates for the 2005 Bonds as requested by the Depository Trust Company and any

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Beneficial Owners in appropriate amounts, and whenever the Depository Trust Company requests the County and the Registrar to do so, the Registrar and the County will cooperate with the Depository Trust Company by taking appropriate action after reasonable notice (i) to make available one or more separate certificates evidencing the fully registered 2005 Bonds of any Beneficial Owner's Depository Trust Company account or (ii) to arrange for another securities depository to maintain custody of certificates for and evidencing the 2005 Bonds.

If the 2005 Bonds shall no longer be restricted to being registered in the name of the Depository Trust Company, the Registrar shall cause the 2005 Bonds to be printed in blank in such number as the Registrar shall determine to be necessary or customary; provided, however, that the Registrar shall not be required to have such 2005 Bonds printed until it shall have received from the County indemnification for all costs and expenses associated with such printing.

In connection with any notice or other communication to be provided to bondholders by the County or the Registrar with respect to any consent or other action to be taken by bondholders, the County or the Registrar, as the case may be, shall establish a record date for such consent or other action and give the Depository Trust Company notice of such record date not less than fifteen (15) calendar days in advance of such record date to the extent possible.

So long as the 2005 Bonds are registered in the name of the Depository Trust Company or CEDE & CO. or any substitute nominee, the County and the Registrar and Paying Agent shall be entitled to request and to rely upon a certificate or other written representation from the Beneficial Owners of the 2005 Bonds or from the Depository Trust Company on behalf of such Beneficial Owners stating the amount of their respective beneficial ownership interests in the 2005 Bonds and setting for the consent, advice, direction, demand or vote of the Beneficial Owners as of a record date selected by the Registrar and the Depository Trust Company, to the same extent as if such consent, advice, direction, demand or vote were made by the bondholders for purposes of this Resolution and the County and the Registrar and Paying Agent shall for such purposes treat the Beneficial Owners as the bondholders. Along with any such certificate or representation, the Registrar may request the Depository Trust Company to deliver, or cause to be delivered, to the Registrar a list of all Beneficial Owners of the 2005 Bonds, together with the dollar amount of each Beneficial Owner's interest in the 2005 Bonds and the current addresses of such Beneficial Owners.

(K) THE 2005 BONDS DO NOT CONSTITUTE A CORPORATE OBLIGATION OF THE COUNTY, BUT CONSTITUTE AN OBLIGATION OF THE DISTRICT AS A SPECIAL TAXING DISTRICT, IN THE NAME OF THE COUNTY, PAYABLE SOLELY FROM THE TRUST ESTATE, ON A PARITY WITH THE 1993 BONDS. THE DISTRICT IS NOT OBLIGATED TO PAY THE DEBT SERVICE ON THE BONDS FROM ANY SOURCE OTHER THAN THE TRUST ESTATE ON A PARITY WITH THE 1993 BONDS. NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE DISTRICT OR THE COUNTY IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR THE INTEREST ON THE 2005 BONDS.

Section 4. Form of the 2005 Bonds.

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(A) Form of the 2005 Bonds. The form and tenor of the 2005 Bonds shall be substantially as follows (all blanks to be properly completed prior to the preparation of the 2005 Bonds):

[Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to Hamilton County, Indiana, or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein].

No. R-____

UNITED STATES OF AMERICA

STATE OF INDIANA COUNTY OF HAMILTON

HAMILTON COUNTY REDEVELOPMENT DISTRICT TAX INCREMENT REVENUE BOND OF 2005

INTEREST MATURITY ORIGINAL AUTHENTICATION RATE DATE DATE DATE CUSIP

REGISTERED OWNER:

PRINCIPAL AMOUNT:

The Hamilton County Redevelopment Commission ("Commission"), acting in the name of Hamilton County, Indiana ("County"), for value received, hereby acknowledges itself indebted and promises to pay, but solely out of the Tax Increment, on a parity with the 1993 Bonds (each as defined in the Bond Resolution defined below) and the funds held under the Bond Resolution to the registered owner (named above) or registered assigns, the Principal Amount set forth above on the Maturity Date set forth above (unless redeemed earlier as hereinafter provided), and to pay interest thereon at the rate per annum stated above from the date to which interest has been paid next preceding the date of authentication of this Bond from the interest payment date immediately preceding the date of authentication of this Bond unless this Bond is authenticated on or before July 16, 2006, in which case interest shall be paid from the Original Date, or unless this Bond is authenticated between the fifteenth day preceding an interest payment date and the interest payment date, in which case interest shall be paid from

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such interest payment date. Interest shall be payable on February 1 and August 1 of each year, commencing August 1, 2006. Interest shall be calculated on the basis of twelve 30-day months for a 360-day year.

The principal of this Bond is payable at the corporate trust operations office of ____________________________ ("Trustee," "Registrar" or "Paying Agent"), in the City of _______________, Indiana. All payments of interest on this Bond shall be paid by check mailed one business day prior to the interest payment date to the registered owner hereof, as of the fifteenth day preceding such payment, at the address as it appears on the registration books kept by the Registrar or at such other address as is provided to the Paying Agent in writing by the registered owner. If payment of principal or interest is made to a depository, payment shall be made by wire transfer on the payment date in same-day funds. If the payment date occurs on a date when financial institutions are not open for business, the wire transfer shall be made on the next succeeding business day. The Paying Agent shall be instructed to wire transfer payments by 1:00 p.m. (New York City time) so such payments are received at the depository by 2:30 p.m. (New York City time). All payments on the bond shall be made in any coin or currency of the United States of America, which on the dates of such payment, shall be legal tender for the payment of public and private debts.

[The Bonds shall be initially issued in a Book Entry System (as defined in the Bond Resolution). The provisions of this Bond and of the Bond Resolution are subject in all respects to the provisions of the Letter of Representations between the County and The Depository Trust Company, or any substitute agreement, effecting such Book Entry System.]

THIS BOND DOES NOT CONSTITUTE A CORPORATE OBLIGATION OF THE COUNTY, BUT CONSTITUTES AN OBLIGATION OF THE HAMILTON COUNTY REDEVELOPMENT DISTRICT ("DISTRICT") AS A SPECIAL TAXING DISTRICT, IN THE NAME OF THE COUNTY, PAYABLE SOLELY FROM THE TRUST ESTATE (AS DEFINED IN THE BOND RESOLUTION), ON A PARITY WITH THE 1993 BONDS. NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE DISTRICT OR THE COUNTY IS PLEDGED TO PAY THE PRINCIPAL OF OR INTEREST ON THIS BOND.

This Bond is one of an authorized issue of bonds of the District with an aggregate principal amount of $__________ designated "Redevelopment District Tax Increment Revenue Bonds of 2005" ("Bonds"). The Bonds are numbered consecutively from R-1 upwards and are issued pursuant to the Bond Resolution adopted by the Commission on October 14, 2005 ("Bond Resolution") and in strict compliance with IC 5-1-14-4, IC 36-7-14, IC 36-7-25 and all related and supplemental acts as in effect on the issue date of the Bonds (collectively, "Act"), to procure funds to be applied to the Costs of the Project (as defined in the Bond Resolution), including issuance expenses of the Bonds, funding a debt service reserve [and a municipal bond insurance premium]. The Project consists of the acquisition of a right-of-way and the construction of certain infrastructure improvements in, serving or benefiting the Village Park, Washington Township, Economic Development Area, an economic development area under the Act.

The Bonds are all equally and ratably secured by and entitled to the protection of the Bond Resolution. Additional Bonds and Parity Obligations (each as defined in the Bond Resolution) may be issued as described in the Bond Resolution. To secure payment of the Debt

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Service (as defined in the Bond Resolution) on the Bonds and performance of all other covenants of the County and the District under the Bond Resolution, the Commission, acting in the name of the County, pursuant to the Bond Resolution, has pledged Tax Increment, on a parity with the 1993 Bonds, and the funds and accounts held under the Bond Resolution to the Bonds. Reference is hereby made to the Bond Resolution for a description of the rights, duties and obligations of the Commission, the District, and the owner of the Bonds, the terms and conditions upon which the Bonds are issued and the terms and conditions upon which the Bonds will be paid at or prior to maturity, or will be deemed to be paid and discharged upon the making of provisions for payment therefor to all of which the owners of this Bond, by the acceptance of this Bond, agree. Copies of the Bond Resolution are on file at the office of the Commission. THE OWNER OF THIS BOND, BY ACCEPTANCE OF THIS BOND, HEREBY AGREES TO ALL OF THE TERMS AND PROVISIONS IN THE BOND RESOLUTION.

The Bonds are subject to optional redemption prior to maturity on any date beginning on August 1, 2014, in whole or in part, at face value plus interest accrued to the date of redemption.

[The Bonds maturing on ____________, are subject to mandatory sinking fund redemption prior to maturity, at a redemption price equal to the principal amount thereof plus accrued interest on the dates and in the amounts set forth below:

Term Bond Dates Amount

*

* Final Maturity

Each Five Thousand Dollars ($5,000) principal amount shall be considered a separate bond for purposes of optional [and mandatory] redemption. If less than an entire maturity is called for redemption, the bonds to be redeemed shall be selected by lot by the Registrar. [Ifsome bonds are to be redeemed by optional redemption and mandatory sinking fund redemption on the same date, the Registrar shall select by lot the bonds for optional redemption before selecting the bonds by lot for the mandatory sinking fund redemption.]

Notice of any redemption shall be given by the Registrar at least 7 days prior to the date fixed for redemption (unless notice is waived by the Owners of the Bonds) by sending written notice by certified or registered mail to the Owners of the Bonds to be redeemed in whole or in part at the address shown on the registration books of the Registrar. Failure to give such notice by mailing, or any defect therein with respect to any Bond, shall not affect the validity of any proceeding for the redemption of other Bonds. Such notice shall state the redemption date, the redemption price, the amount of accrued interest, if any, payable on the redemption date, the place at which the Bonds are to be surrendered for payment and, if less than the entire principal amount of the Bond is to be redeemed, the portion thereof to be redeemed. By the date fixed for redemption, due provision shall be made with the Registrar for the payment of the redemption price of the Bonds to be redeemed, plus accrued interest, if any, to the date fixed for redemption. When the Bonds have been called for redemption, in whole or in part, and due provision has

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been made to redeem same as herein provided, the Bonds or portions thereof so redeemed shall no longer be regarded as outstanding except for the purpose of receiving payment solely from the funds so provided for redemption, and the rights of the Owners of such Bonds to collect interest which would otherwise accrue after the redemption date on any Bond or portion thereof called for redemption shall terminate on the date fixed for redemption, provided that funds for their redemption are on deposit at the place of payment at that time.

If fewer than all of the Bonds are to be redeemed, the Registrar will select the particular Bonds to be redeemed by lot in such manner as it deems fair and appropriate. Each principal amount shall be considered a separate bond for purposes of redemption.

The Commission reserves the right to authorize and issue additional bonds or enter into leases payable from Tax Increment, ranking on a parity with the Bonds ("Parity Obligations"), for the purpose of raising money for future economic development costs or local public improvements permitted by the Act in the Area or to refund the Bonds, or Parity Obligations as provided in the Bond Resolution. The Bonds, and the Parity Obligations are referred to collectively as the "Bonds" as the context may require.

The Commission may, without the consent of, or notice to, the registered owners of this Bond, adopt a supplemental resolution to the Bond Resolution for certain purposes as described in the Bond Resolution.

The owners of the not less than fifty-one percent (51%) in aggregate principal amount of the Bonds then outstanding shall have the right, from time to time, anything contained in the Bond Resolution to the contrary notwithstanding, to consent to and approve the adoption by the Commission of such supplemental resolutions as shall be deemed necessary and desirable by the Commission for the purpose of modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in the Bond Resolution or in any supplemental resolution other than those provisions covered by the paragraph above.

This Bond is transferable or exchangeable only upon the books of the Commission kept for that purpose at the office of the Registrar by the Registered Owners, as provided in the Bond Resolution.

This Bond shall be issued in fully registered form in the minimum denomination of Five Thousand Dollars ($5,000) or in any integral multiples thereof.

If this Bond shall have become due and payable in accordance with its terms or shall have been duly called for redemption or irrevocable instructions to call this Bond or a portion thereof for redemption shall have been given, and the whole amount of the principal of and interest so due and payable on this Bond or portion thereof then outstanding shall be paid or (i) sufficient moneys, or (ii) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America, the principal of and the interest on which when due will provide sufficient moneys for such purpose, or (iii) obligations of any state of the United States of America or any political subdivision thereof, the full payment of principal of and interest on which (a) are unconditionally guaranteed or insured by the United States of America, or (b) are provided for by an irrevocable deposit of securities described in clause (ii) and are not subject to call or redemption by the issuer thereof prior to maturity or for which

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irrevocable instructions to redeem have been given, shall be held in trust for such purpose, and provision shall also have been made for paying all fees and expenses in connection with the redemption, then and in that case this Bond shall no longer be deemed outstanding or an indebtedness of the District, in the name of the County.

It is hereby certified, recited and declared that all acts, conditions and things required to be done precedent to and in the execution, issuance, sale and delivery of this Bond have been properly done, happened and performed in regular and due form as prescribed by law, and that the total indebtedness of the District, including the Bonds, does not exceed any constitutional or statutory limitation of indebtedness.

This Bond shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been duly executed by the authorized representative of the Registrar.

IN WITNESS WHEREOF, the Hamilton County Redevelopment Commission has caused this Bond to be executed by the manual or facsimile signatures of the Board of Commissioners of the County, in the name of Hamilton County, Indiana, for and on behalf of the Redevelopment District of the County, and attested by the manual or facsimile signature of the Auditor of the County, who has caused the seal of the County to be impressed or a facsimile thereof to be printed hereon.

HAMILTON COUNTY, INDIANA

By: _____________________________ Commissioner

By: _____________________________ Commissioner

By: _____________________________ Commissioner

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(SEAL)

Attest:

___________________________Auditor

REGISTRAR'S CERTIFICATE OF AUTHENTICATION

This Bond is one of the Bonds described in the within mentioned Bond Resolution.

_________________________, as Registrar

___________________________Authorized Representative

The following abbreviations, when used in the inscription on the face of the within bond, shall be construed as though they were written out in full according to applicable laws or regulations.

TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common

UNIF TRANS MIN ACT - Custodian (Cust) (Minor)

under Uniform Transfers to Minors

Act (State)

Additional abbreviations may also be used though not in list above.

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ASSIGNMENT

FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto

______________________________________________________________________________(insert name, address and federal tax identification number)

the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints ____________________, attorney to transfer the within Bond on the books kept for the registration thereof with full power of substitution in the premises.

Signature Guaranteed:

___________________________________NOTICE: Signature(s) must be guaranteed by an eligible guarantor institution participating in a Securities Transfer Association recognized signature guarantee program.

__________________________________NOTICE: The signature to this assignment must correspond with the name as it appears on the face of the within Bond in every particular, without alteration or enlargement or any change whatsoever.

(End of Bond Form)

(B) Form of Parity Obligations. The form of any Parity Obligations shall be set forth in the resolution approving the issuance of such Parity Obligations.

Section 5. Sale of the 2005 Bonds.

(A) After completion of all the necessary legal requirements for the marketing of the 2005 Bonds, the Auditor is hereby authorized and directed to sell the 2005 Bonds to the Bond Purchaser at a negotiated sale, upon receipt of the purchase price, including interest accrued to the date of delivery, in immediately available funds, pursuant to the terms of the Bond Purchase Agreement. The 2005 Bonds shall be sold to the Bond Purchaser or at a price of not less than 98% of par.

(B) Prior to the delivery of the 2005 Bonds, the Auditor shall obtain a legal opinion addressed to the Commission as to the validity of the 2005 Bonds from Ice Miller of Indianapolis, Indiana, bond counsel, and shall furnish such opinion to the Bond Purchaser. The cost of such opinion shall be considered as part of the costs incidental to these proceedings and shall be paid out of proceeds of the 2005 Bonds.

(C) Proceeds of the 2005 Bonds in an amount not to exceed the Debt Service Reserve Requirement may at the direction of the Auditor upon advice of the County's financial advisor, be deposited in the Debt Service Reserve Account. The remaining proceeds of the Bonds shall be deposited in the Capital Fund.

Section 6. Delivery of Instruments. The Commission hereby authorizes and directs the Board of Commissioners, the Auditor and the President or Vice President of the Commission, and each of them, for and on behalf of the County, the Commission and the District, to prepare,

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execute and deliver any and all instruments, letters, certificates, agreements and documents as the executing official or Ice Miller determines is necessary or appropriate to consummate the transactions contemplated by this Resolution, including the Bond Purchase Agreement and such determination shall be conclusively evidenced by the execution thereof. The instruments, letters, certificates, agreements and documents, including the Bonds, necessary or appropriate to consummate the transactions contemplated by this Resolution shall, upon execution, as contemplated herein, constitute the valid and binding obligations or representations and warranties of the Commission, acting in the name of the County, the full performance and satisfaction of which by the Commission are hereby authorized and directed.

Section 7. Bond Purchase Agreement. The Board of Commissioners is hereby authorized and directed to execute, and the Auditor of the County is hereby authorized and directed to attest and affix the seal of the County to, the Bond Purchase Agreement, in a form consistent with this Resolution. The Bond Purchase Agreement in the form executed shall constitute the valid and binding obligation of the Commission, acting in the name of the County, the full performance and satisfaction of which by the Commission is hereby authorized and directed.

Section 8. Official Statement and Continuing Disclosure. The distribution of the Preliminary Official Statement is describing the 2005 Bonds is approved and the preparation and distribution of an Official Statement describing the 2005 Bonds, and the source of repayment of the 2005 Bonds is hereby authorized. The President or Vice President of the Commission is hereby authorized to execute the Official Statement and to designate it as nearly final for purposes of Rule 15c2-12 promulgated by the Securities and Exchange Commission.

The President of the Commission is hereby authorized to execute and deliver a continuing disclosure undertaking agreement upon delivery of the 2005 Bonds ("Continuing Disclosure Agreement"). The Commission covenants, to the extent permitted by law, that it will comply with and carry out all of the provisions of the Continuing Disclosure Agreement. Notwithstanding any other provision of this Resolution, failure of the Commission to comply with the Continuing Disclosure Agreement shall not be considered an event of default hereunder. If the Commission fails to comply with the Continuing Disclosure Agreement, the sole remedy available for such failure shall be for the specific performance of the Commission's obligations under this Section and the Continuing Disclosure Agreement and there shall be not remedies for money damages of any kind or in any amount. This remedy shall be available solely to owners of the 2005 Bonds. The Commission's failure to honor its covenant herein shall not constitute a breach or default under this Resolution or any other agreement to which the Commission is party. The remedy set forth in this Section may be exercised by any holder of the 2005 Bonds in any court of competent jurisdiction in the State of Indiana. An affidavit to the effect that such person in a holder of 2005 Bonds supported by reasonable documentation of such claim shall be sufficient to evidence standing to pursue this remedy. Prior to pursuing any remedy under this Section, a holder of 2005 Bonds shall give notice to the Commission, via registered or certified mail, of such breach and its intent to pursue such remedy. Fifteen (15) days after mailing of such notice, and not before, a holder of 2005 Bonds may pursue such remedy under this Section.

If the financial advisor to the Commission certifies to the Commission that it would be economically advantageous for the Commission to obtain a municipal bond insurance policy for the 2005 Bonds, the Commission hereby authorizes the purchase of such an insurance policy.

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The acquisition of a municipal bond insurance policy is hereby deemed economically advantageous if the difference between the present value cost of (a) the total debt service on the 2005 Bonds if issued without municipal bonds insurance and (b) the total debt service on the 2005 Bonds if issued with municipal bond insurance, is greater than the cost of the premium on the municipal bond insurance policy.

Section 9. Execution of the 2005 Bonds. The Board of Commissioners is hereby authorized and directed to execute the 2005 Bonds with their manual or facsimile signatures, and the Auditor is hereby authorized and directed to have the 2005 Bonds prepared, attest the 2005 Bonds with her manual or facsimile signature, and cause the seal of the County to be impressed or a facsimile thereof to be printed on the 2005 Bonds, all in the form and manner herein provided. If any officers whose signature or facsimile signature shall appear on the Bonds shall cease to be such officer before the delivery of the 2005 Bonds such signature shall nevertheless be used and sufficient for all purposes the same as if such officer had remained in office until the date of delivery of the Bonds even though such officer may not have been so authorized or have held such office. Upon the consummation of each sale of the 2005 Bonds, the Auditor shall receive from the Bond Purchaser the amount to be paid for the 2005 Bonds and deliver the 2005 Bonds to the Bond Purchaser.

Section 10. Redevelopment District Capital Fund.

(A) The Redevelopment District Capital Fund is established pursuant to IC 36-7-14-26. Proceeds of the 2005 Bonds deposited in the Capital Fund shall be deposited in a separate account of the Commission, acting in the name of the County, and kept separate and apart from all other funds of the County, the Commission and the District and may be invested only in Qualified Investments as permitted by law. The Auditor shall administer the moneys in the Capital Fund in accordance with this Resolution. Moneys in the Capital Fund and investment earnings on amounts in the Capital Fund shall be expended only to pay the Costs of the Project and Debt Service on the 2005 Bonds.

(B) Before the eleventh day of each calendar month, the Auditor shall notify the Commission of the amount in the Capital Fund at the close of business on the last day of the preceding month.

(C) The Auditor shall disburse from the Capital Fund the amount required for the payment of the remaining Costs of the Project upon the receipt of duly authorized claims filed in accordance with Indiana law and approved by the Commission.

(D) If, after payment of all claims tendered under the provisions of this Section, any funds shall remain in the Capital Fund, the Auditor shall transfer all moneys then in the Capital Fund (except moneys reserved to pay any disputed or unpaid claims), as directed by the Commission, to the Bond Principal and Interest Account to pay Debt Service on the 2005 Bonds, to fund or replenish the Debt Service Reserve Account, or, as directed by the Commission, for the same purpose or type of project for which the 2005 Bonds were issued, in accordance with IC 5-1-13, as amended from time to time.

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Section 11. Flow of Funds.

Debt Service shall be payable as follows:

(A) Allocation Fund. The Allocation Fund created by the Act shall consist of the Bond Principal and Interest Account continued hereby and the Debt Service Reserve Accounted created hereby. All Tax Increment shall, immediately upon receipt by the County, be set aside in the Allocation Fund created by the Act and held by the Trustee or the Auditor for the benefit of the County to secure the Commission's obligation to pay Debt Service and used in the following order of priority and to the extent indicated below:

(1) To the Bond Principal and Interest Account of the Allocation Fund, an amount of money which, after taking into account moneys already in the Bond Principal and Interest Account, is at least equal to the Debt Service due and payable on the immediately succeeding February 1 or August 1 until the amount on deposit in the Bond Principal and Interest Account is sufficient to pay Debt Service on the Bonds during the next twelve months. No deposit need be made to the Bond Principal and Interest Account to the extent that the amount contained therein is at least equal to the aggregate amount of Debt Service becoming due and payable on all outstanding Bonds during the next twelve months. All money in the Bond Principal and Interest Account shall be used and withdrawn solely for the purpose of paying Debt Service (and the redemption premium, if any) on the Bonds as it shall become due and payable (including accrued interest on any Bonds purchased or redeemed prior to maturity).

(2) To pay amounts due within the next twelve calendar months under any obligations or leases junior and subordinate to this resolution; and

(3) To fund or replenish the Debt Service Reserve Account.

Any amounts not needed for the purposes described in (1), (2) and (3) above shall be deposited in the Surplus Fund.

The Tax Increment and amounts in the Allocation Fund shall be invested in Qualified Investments at the direction of the Auditor. Interest earned in each fund or account shall be credited to such fund or account.

(B) Debt Service Reserve Account. Proceeds of the 2005 Bonds and cash on hand in an amount equal to the Debt Service Reserve Requirement shall be deposited in the Debt Service Reserve Account, upon issuance of the Bonds. Moneys deposited and maintained in the Debt Service Reserve Account shall be applied to the payment of the principal of and interest on the 2005 Bonds to the extent that amounts in the Bond Principal and Interest Account and the Surplus Fund are insufficient to pay Debt Service when due and payable. If moneys in the Debt Service Reserve Account are transferred to the Bond Principal and Interest Account to pay Debt Service on the 2005 Bonds, the depletion of the balance in the Debt Service Reserve Account shall be made up from any moneys in the Surplus Fund and from the next available Tax Increment after the required deposits to the Bond Principal and Interest Account are made. If Tax Increment is

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required to be deposited in the Debt Service Reserve Account, Tax Increment shall be defined to include all real property tax proceeds from 100% of the assessed value as long as necessary to replenish the Debt Service Reserve Account. Any moneys in the Debt Service Reserve Account in excess of the Debt Service Reserve Requirement shall be deposited in the Bond Principal and Interest Account and applied as set forth in subsection (B).

The Commission, upon the advice of its financial advisor, hereby finds that funding the Debt Service Reserve Account is reasonably required and that the Debt Service Reserve Requirement is no larger than necessary to market the 2005 Bonds. The Commission further finds that the Debt Service Reserve Requirement is directly related to the Project because the Bond Purchaser would not purchase the 2005 Bonds without the Debt Service Reserve Account.

The debt service reserve requirement, if any, for any Parity Obligations shall be set forth in the resolution authorizing the Parity Obligations. Such resolution may amend the definition of the Debt Service Reserve Requirement to include the Parity Obligations without obtaining the consent of the owners of the outstanding Bonds.

(C) The Commission in order to secure the payment of the Debt Service due under this Resolution and to secure the performance and observance by the Commission of all covenants expressed or implied in this resolution does hereby pledge the Tax Increment, on a parity with the 1993 Bonds, and all amounts in the Allocation Fund, Bond Principal and Interest Account, Debt Service Reserve Account and the Surplus Fund to secure the payment of the Debt Service due hereunder, such pledge to be effective as set forth in IC 5-1-14-4 without filing or recording of this resolution or any other instrument. This pledge shall be effective only to the extent and for the term that the Commission is obligated to pay Debt Service under this Resolution. The obligation to pay Debt Service is limited to moneys in the Allocation Fund, including Tax Increment, on a parity with the 1993 Bonds, and moneys in the Surplus Fund described below and investment earnings. The obligation to pay any Debt Service under this Resolution shall not be considered debt of the County or the Hamilton County Redevelopment District for purposes of the Constitution of Indiana or the Act. Except for the 1993 Bonds, the Commission has not pledged or otherwise encumbered the Tax Increment and there are no prior liens, encumbrances or other restrictions on the Tax Increment or on the Commission's ability to pledge the Tax Increment.

(D) (1) There is hereby continued a Surplus Fund held by the Trustee into which all Tax Increment not needed to pay Debt Service due within the next twelve calendar months under this Resolution, amounts due on any Parity Obligations, amounts due under any obligations or leases junior and subordinate to this Resolution and any Parity Obligations and amounts needed to fund or replenish the Debt Service Reserve Account shall be deposited.

(2) As long as this Resolution is in effect, moneys in the Surplus Fund may be used in the following order of priority: (i) to pay Debt Service due on the Bonds; (ii) to fund or replenish the Debt Service Reserve Account; (iii) to pay debt service due on any subordinate obligations; (iv) at the option of the Commission, to pay, or to reimburse the

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County for, the costs of acquiring or constructing additional local public improvements in, serving or benefiting the Area; (v) at the option of the Commission, to redeem or purchase the Bonds prior to maturity; or (vi) for any other purposes permitted by the Act, including distributions to the taxing units as provided in the Act.

(3) No further Tax Increment shall be deposited in the Surplus Fund if the amounts on deposit in the Surplus Fund and the Allocation Fund, together with investment earnings on such amounts, are sufficient to pay all Debt Service due and amounts owed on any Parity Obligations.

Section 12. Issuance of Additional Bonds.

(A) Parity Obligations. The Commission reserves the right to authorize and issue Parity Obligations of the Commission (payable from Tax Increment), acting in the name of the County, for the purpose of raising money for future local public improvements or economic development projects in, serving or benefiting the Allocation Area or to refund the Bonds or other Parity Obligations. If any Parity Obligations are issued pursuant to this Section 12(A), the term "Bonds" in this Bond Resolution shall, unless the context otherwise requires, be deemed to refer to the 2005 Bonds and such Parity Obligations. The authorization and issuance of such Parity Obligations, which shall be payable from Tax Increment, shall be subject to the following conditions precedent:

(1) All principal and interest payments with respect to all obligations payable from Tax Increment shall be current to date in accordance with the terms thereof, with no payment in arrears.

(2) For Parity Obligations payable from Tax Increment without a special benefits tax levy under IC 36-7-14-27 or a pledge of local option income taxes, the Commission and the Trustee shall have received a certificate prepared by an independent, qualified accountant or feasibility consultant ("Certifier") certifying the amount of the Tax Increment estimated to be received in each succeeding year, adjusted as provided below, which estimated amount shall be at least equal to one hundred twenty-five percent (125%) of the lease rental and debt service requirements with respect to the outstanding Bonds and the proposed Parity Obligations, for each respective year during the term of the outstanding Bonds. In estimating the Tax Increment to be received in any future year, the Certifier shall base the calculation on assessed valuation actually assessed or estimated to be assessed as of the assessment date immediately preceding the issuance of the Parity Obligations; provided, however, the Certifier shall adjust such assessed values for the current and future reductions of real property tax abatements granted to property owners in the Allocation Area. If the Parity Obligations are secured by a special benefits tax levy under IC 36-7-14-27 or a pledge of local option income taxes, the requirements of this paragraph (A)(2) need not be met.

(3) Payments of any Parity Obligations or junior obligations shall be payable semiannually in approximately equal installments on February 1 and August 1.

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Except as provided in this Resolution, the terms and conditions of any Parity Obligations shall be set forth in the resolution authorizing the issuance of such Parity Obligations.

(B) Subordinate Obligations. Subordinate obligations may be issued in accordance with terms set forth in an ordinance of the County Council with semiannual payments on February 1 and August 1.

Section 13. Tax Covenants.

(A) In order to preserve the exclusion from gross income of interest on the 2005 Bonds under the Code and as an inducement to the Bond Purchaser, the Commission represents, covenants and agrees that:

(1) The Project will be available for use by members of the general public. Use by a member of the general public means use by natural persons not engaged in a trade or business. No person or entity, other than the Commission, the County or another state or local governmental unit, will use more than 10% of the proceeds of the 2005 Bonds or property financed by proceeds of the 2005 Bonds other than as a member of the general public. The Project consists of the construction of certain public infrastructure improvements in, serving or benefiting the Area and will be available for general public use. No person or entity, other than the Commission, the County or another state or local governmental unit, will own property financed by Bond proceeds or will have actual or beneficial use of such property pursuant to a lease, a management or incentive payment contract, an arrangement such as a take-or-pay or output contract or any other type of arrangement that conveys other special legal entitlements and differentiates that person's or entity's use of such property from the use by the general public, unless such uses in the aggregate relate to no more than 10% of the proceeds of the 2005 Bonds. If the County or the Commission enters into a management contract for any of the Project, the terms of the contract will comply with IRS Revenue Procedure 97-13, as it may be amended, supplemented or superseded for time to time, so that the contract will not give rise to private business use under the Code and the Regulations, unless such use in aggregate relates to no more than 10% of the proceeds of the 2005 Bonds.

(2) No more than 10% of the payment of the principal of or interest on the 2005 Bonds will be (under the terms of the 2005 Bonds, the Resolution or any underlying arrangement), directly or indirectly, (i) secured by any interest in property used or to be used for a private business use or payments in respect of such property or (ii) derived from payments (whether or not to the Commission) in respect of such property or borrowed money used or to be used for a private business use. The Commission acknowledges that taxpayers in the Area will pay the County and the other taxing units in the Area all taxes levied on real and personal property in accordance with Indiana law. These taxes are taxes of general applicability and the taxpayers in the Area have not entered into any agreements, contracts, guarantees or other arrangements with the Commission with respect to the payment of property taxes or the 2005 Bonds.

(3) No more than 5% of the 2005 Bond proceeds will be loaned to any entity or person. No more than 5% of the 2005 Bond proceeds will be transferred, directly or indirectly, or deemed transferred to any person or entity other than another state or local

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governmental unit in any manner that would in substance constitute a loan of the 2005 Bond proceeds.

(4) The Commission reasonably expects, as of the date hereof, that the 2005 Bonds will not meet either the private business use test described in paragraph (1) and (2) above or the private loan test described in paragraph 3 above during the entire term of the 2005 Bonds.

(5) No more than 5% of the proceeds of the 2005 Bonds will be attributable to private business use as described in (1) and private security or payments described in (2) attributable to unrelated or disproportionate private business use. For this purpose, the private business use test is applied by taking into account only use that is not related to any government use of proceeds of the issue (Unrelated Use) and use that is related but disproportionate to any governmental use of those proceeds (Disproportionate Use).

(6) The Commission and the County will not take any action or fail to take any action with respect to the 2005 Bonds that would result in the loss of the exclusion from gross income for federal tax purposes of interest on the 2005 Bonds under Section 103 of the Code, nor will it act in any other manner which would adversely affect such exclusion; and the Commission and the County will not make any investment or do any other act or thing during the period that the 2005 Bonds are outstanding which would cause any of the 2005 Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Code. The Commission and the County covenant and agree not to enter into any contracts or arrangements which would cause the 2005 Bonds to be treated as private activity bonds under Section 141 of the Code.

(7) The 2005 Bonds are not private activity bonds as defined in Section 141 of the Code.

(8) The 2005 Bonds are not federally guaranteed under Section 149(b) of the Code.

(9) The covenants in this Section 13 are based solely on current law in effect and in existence on the date of issuance of the 2005 Bonds. It shall not be an event of default under this Resolution if interest on the 2005 Bonds is not excludable from gross income pursuant to any provision of the Code which is not in existence and in effect on the issue date of such 2005 Bonds.

(10) All officers, members, employees and agents of the Commission and the County are authorized and directed to provide certifications of facts and estimates that are material to the reasonable expectations of the Commission as of the date the 2005 Bonds are issued, and to enter into covenants evidencing the Commission's commitments made in this Resolution. In particular, all or any officers of the Commission and the County are authorized to certify and enter into covenants for the Commission regarding the facts and circumstances and reasonable expectations of the Commission on the date the 2005 Bonds are issued and the commitments made by the Commission regarding the amount and use of the proceeds of the 2005 Bonds.

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(B) Notwithstanding any other provisions of this Resolution, the covenants and authorizations contained in this Resolution ("Tax Sections") which are designed to preserve the exclusion of interest on the 2005 Bonds from gross income for federal tax purposes ("Tax Exemption") need not be complied with if the Commission and the Trustee receive an opinion of nationally recognized bond counsel satisfactory to the Commission that any Tax Section is unnecessary to preserve the Tax Exemption.

(C) Any Parity Obligations will be subject to the tax covenants set forth in the resolution authorizing the issuance of such Parity Obligations.

Section 14. Contractual Nature of this Resolution.

(A) The provisions of this Resolution shall constitute a contract by and between the Commission, acting in the name of the County, and the Owners of the 2005 Bonds herein authorized. After the issuance of the 2005 Bonds, this Resolution, and the definition of, or the manner of determining, allocating or collecting the Tax Increment or the lien created by this Resolution, shall not be repealed, amended or impaired in any respect which will adversely affect the rights of Owners of the Bonds (except as specifically permitted in Section 16 and 17), nor shall the Commission adopt any law, ordinance or resolution which in any way adversely affects the rights of such Owners so long as any of the Bonds remains unpaid.

(B) (1) The Commission, acting in the names of the County, covenants not to impair the pledge of the Tax Increment to the payment of the 2005 Bonds, so long as any of the Bonds are outstanding, or to impair any other pledge or covenant under this Resolution during that period.

(2) The Commission further covenants not to change, alter or diminish the Area in any way that would adversely affect the Owners of the 2005 Bonds so long as any of the 2005 Bonds remain outstanding or to grant any tax abatements on property in the Allocation Area on any property used in the projections of Tax Increment prepared at the time of the issuance of the 2005 Bonds other than tax abatements shown in those projections.

Section 15. Defeasance of the 2005 Bonds.

(A) If, when the 2005 Bonds or a portion thereof shall have become due and payable in accordance with their terms or shall have been duly called for redemption or irrevocable instructions to call the 2005 Bonds or a portion thereof for redemption shall have been given, and the whole amount of the Debt Service so due and payable upon the 2005 Bonds or a portion thereof then outstanding shall be paid or (i) sufficient moneys, or (ii) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America, the principal of and the interest on which when due will provide sufficient moneys for such purpose, or (iii) obligations of any state of the United States of America or any political subdivision thereof, the full payment of principal of, and interest on which (a) are unconditionally guaranteed or insured by the United States of America, or (b) are provided for by an irrevocable deposit of securities described in clause (ii) and are not subject to call or

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redemption by the issuer thereof prior to maturity or for which irrevocable instructions to redeem have been given, shall be held in trust for such purpose, and provision shall also have been made for paying all fees and expenses in connection with the redemption, then and in that case the 2005 Bonds or such portion thereof shall no longer be deemed outstanding or an indebtedness of the Commission, acting in the name of the County. If no principal of or interest on the 2005 Bonds or any subordinate obligations is outstanding, any remaining funds (including Tax Increment) shall be used as provided in IC 36-7-14-39 or any successor provision.

(B) No deposit under this Section shall be made or accepted under this Section and no use made of any such deposit unless the Commission shall have received a verification from an accountant or firm of accountants appointed by the Auditor and acceptable to the Commission verifying the sufficiency of the deposit to pay the principal of the 2005 Bonds to the due date, whether such due date be by reason of maturity or upon redemption.

Section 16. Amending Supplemental Resolution. The Commission may, without the consent of, or notice to the Owners of the Bonds, adopt a supplemental resolution for any one or more of the following purposes:

(A) To cure any ambiguity or formal defect or omission in this Resolution;

(B) To grant to or confer upon the Owners of the Bonds any additional benefits, security, rights, remedies, powers or authorities that may lawfully be granted to or conferred upon the Owners of the Bonds;

(C) To modify, amend or supplement this Resolution to permit the qualification of the Bonds for sale under the securities laws of the United States of America or of any of the states of the United States of America or the qualification of this Resolution under the Trust Indenture Act of 1939, as amended, or any similar federal statute hereafter in effect if such modification, amendment or supplement will not have a material adverse effect on the Owners of the Bonds;

(D) To provide for the refunding or advance refunding of all or a portion of the Bonds;

(E) To amend the Resolution to permit the Commission, acting in the name of the County, to comply with any future federal tax law or any covenants contained in any supplemental resolution with respect to compliance with future federal tax law;

(F) To provide for the issuance of Parity Obligations or subordinate obligations;

(G) To subject to the Bond Resolution additional revenues, security, properties or collateral; and

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(H) To amend the Resolution for any other purpose which in the judgment of the Commission does not adversely affect the interests of the Owners of the Bonds in any material way.

Section 17. Consent to Supplemental Resolutions.

(A) The Owners of not less than fifty-one percent (51%) in aggregate principal amount of the Bonds then outstanding shall have the right, from time to time, anything contained in the Resolution to the contrary notwithstanding, to consent to and approve the adoption by the Commission of such supplemental resolutions as shall be deemed necessary and desirable by the Commission for the purpose of modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in this Resolution or in any supplemental resolution other than those provisions covered by Section 16; provided however, that nothing in this Section contained shall permit, or be construed as permitting, without the consent of the Owners of all the then outstanding Bonds affected, (a) an extension of the maturity of the principal of and interest on any Bonds payable from Tax Increment, or (b) a reduction in the principal amount of any Bond or change in the rate of interest or (c) a privilege or priority of any Bond or Bonds over any other Bond or Bonds, or (d) a reduction in the aggregate principal amount of the Bonds required for consent to such supplemental resolution, or (e) a change in the provisions regarding the collection, deposit, and allocation of Tax Increment as set forth in IC 36-7-14-39, as in effect on the date of the issuance of the 2005 Bonds and in the Bond Resolution or in the lien on the Tax Increment for any Bonds, or (f) the creation of any lien securing any Bonds other than a lien ratably securing all of the Bonds at any time outstanding hereunder, or (g) a reduction in the Debt Service Reserve Requirement, or (h) a change in the method of accrual of interest on any Bonds.

(B) If at any time the Commission desires to adopt a supplemental resolution for any of the purposes permitted in this Section, the Commission shall cause written notice of the proposed adoption of such supplemental resolution to be mailed by registered or certified mail to each Owner of the Bonds at the address shown on the registration books maintained by the Registrar. Such notice shall briefly set forth the nature of the proposed supplemental resolution and shall state that copies of it are on file at its office for inspection by all Owners of the Bonds. If, within 60 days, or such longer period as shall be prescribed by the Commission, following the mailing of such notice, the Owners of not less than fifty-one percent (51%) in aggregate principal amount of the Bonds outstanding at the time of the execution of any such supplemental resolution shall have consented to and approved the execution of such supplemental resolution, no subsequent Owners of the Bonds shall have any right to object to any of the terms and provisions contained therein, or the operation thereof, or in any manner to question the propriety of the adoption thereof, or to enjoin or restrain the Commission from adopting the same or from taking any action pursuant to the provisions thereof. Upon the adoption of any such supplemental resolution as is permitted and provided by this Section, this Resolution shall be and be deemed to be modified and amended in accordance therewith.

(C) Any consent, request, direction, approval, objection or other instrument required by this Resolution to be signed and executed by the Owners of the Bonds, may

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be in any number or concurrent writings of similar tenor and may be signed or executed by the Owners of the Bonds in person or by agent appointed in writing. Proof of the execution of any such consent, request, direction, approval, objection or other instrument or of the writing appointing any such agent and of the ownership of Bonds, if made in the following manner, shall be sufficient for any of the purposes of this Resolution, and shall be conclusive in favor of the County with regard to any action taken by it or them under such request or other instrument, namely:

(D) The fact and date of the execution by any person of any such writing may be proved (a) by the certificate of any officer in any jurisdiction who by law has power to take acknowledgments within such jurisdiction that the person signing such writing acknowledged before him the execution thereof, or (b) by an affidavit of any witness to such execution.

(E) The fact of ownership of the Bonds or the amount or amounts, numbers and other identification of the Bonds, and the date of holding the same shall be proved by the registration books maintained by the Registrar.

Section 18. Events of Default.

(A) If any of the following events occur, it is hereby defined as and declared to be and to constitute an "Event of Default":

(1) Default in the due and punctual payment of any interest on any Bond; or

(2) Default in the due and punctual payment of the principal of any Bond at its stated maturity or mandatory redemption date.

(B) Upon the occurrence of an Event of Default, the Trustee shall notify the Owners of all Bonds, as the case may be, then outstanding of such Event of Default by registered or certified mail, and will have the following rights and remedies:

(1) The Trustee may pursue any available remedy at law or in equity or by statute to enforce the payment of the principal of and interest on the Bonds then outstanding.

(2) Upon the filing of a suit or other commencement of judicial proceedings to enforce any rights of the Trustee and of the owners under this Resolution, the Trustee will be entitled, as a matter of right, to the appointment of a receiver or receivers of the Trust Estate and of the revenues, issues, earnings, income, products and profits thereof, pending such proceedings, with such powers as the court making such appointment shall confer.

(3) If the Trustee certifies that there is sufficient money on deposit in the funds and accounts under this Resolution to pay Debt Service on all the outstanding Bonds, the Trustee may declare the principal of and accrued interest on all Bonds to be due and payable immediately in accordance with this Resolution.

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(4) The Trustee may use any money in the Capital Fund or the Allocation Fund to pay Debt Service on the 2005 Bonds if there is an Event of Default.

(C) No right or remedy by the terms of this Resolution conferred upon or reserved to the Trustee or to the Owners is intended to be exclusive of any other right or remedy, but each and every such right or remedy shall be cumulative and shall be in addition to any other right or remedy given to Trustee or to the Owners hereunder or now or hereafter existing at law or in equity or by statute. The assertion or employment of any right or remedy shall not prevent the concurrent or subsequent assertion or employment of any other right or remedy.

(D) No delay or omission to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or shall be construed to be a waiver of any such Event of Default or acquiescence therein, and every such right or remedy may be exercised from time to time and as often as may be deemed expedient.

(E) No waiver of any Event of Default, whether by the Trustee or by the Owners, shall extend to or shall affect any subsequent Event of Default or shall impair any rights or remedies consequent thereon.

(F) Anything in this Resolution to the contrary notwithstanding and the Owners of a majority in aggregate principal amount of the outstanding Bonds shall have the right, at any time during the continuance of an Event of Default, by an instrument or instruments in writing executed and delivered to the Trustee, to direct the time, method and place of conducting all proceedings to be taken in connection with the enforcement of the terms and conditions of this Resolution, or for the appointment of a receiver or any other proceedings hereunder; provided that such direction shall not be otherwise than in accordance with the provisions of law and of this Resolution.

(G) All money received hereunder pursuant to any right or remedy given or action taken upon occurrence of an Event of Default under this Resolution shall, after payment of the costs and expenses of the Trustee including, without limitation, the fees and expenses of its counsel incurred in connection with the proceedings resulting in the collection of such money and of the expenses, liabilities and advances incurred or made hereunder, be deposited in the Bond Principal and Interest Account and all such money shall be applied to the Bonds, as follows:

FIRST, to the payment to the persons entitled thereto of all installments of interest then due on the Bonds, including interest on any past due principal of any Bond at the rate borne by such Bond, in the order of the maturity of the installments of such interest and, if the amount available shall not be sufficient to pay in full any particular installment, then to such payment ratably, according to the amounts due on such installments, to the persons entitled thereto without any discrimination or privilege;

SECOND, to the payment to the persons entitled thereto of the unpaid principal of any of the Bonds which shall have become due at maturity, in the order of their due dates, and, if the amount available shall not be sufficient to pay

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in full the principal of the Bonds due on any particular date, together with such interest, then to such payment ratably, according to the amount of principal due on such date, to the persons entitled thereto without any discrimination or privilege; and

THIRD, to be held for the payment to the persons entitled thereto as the same shall become due of the principal of and interest on the Bonds which may thereafter become due at maturity and, if the amount available shall not be sufficient to pay in full the principal of and interest on the Bonds due on any particular date, such payment shall be made ratably according to the amount of principal and interest due on such date to the persons entitled thereto without any discrimination or privilege.

(H) Whenever money is to be applied pursuant to the provisions of this subsection, such money shall be applied at such times, and from time to time, as the Trustee shall determine, having due regard for the amount of such money available for application and the likelihood of additional money becoming available for such application in the future. Whenever the Trustee shall apply such funds, it shall fix the date upon which such application is to be made and upon such date interest on the amounts of principal to be paid on such dates shall cease to accrue. The Trustee shall establish a special record date for such payments and shall mail, at least 15 days prior to such special record date, such notice as it may deem appropriate of the deposit with it of any such money and of the fixing of any such date. The Trustee shall not be required to make payment of principal to the Owner of any Bond until such Bond shall be presented to the Trustee for appropriate endorsement or for cancellation if fully paid.

(I) Whenever all principal of and interest on all Bonds have been paid under the provisions of this subsection and all expenses and charges of the Trustee have been paid, any balance remaining in the Bond Principal and Interest Account, the Debt Service Reserve Account or the Surplus Fund shall be paid as provided in Section 11.

(J) All rights of action (including the right to file proof of claims) under this Resolution or under any of the Bonds may be enforced by the Trustee without the possession of any of the Bonds or the production thereof in any trial or other proceeding related thereto and any such suit or proceeding instituted by the Trustee shall be brought in its name as Trustee without the necessity of joining as plaintiffs or defendants any Owners of the Bonds, and any recovery of judgment shall be for the equal and ratable benefit of the Owners of all the outstanding Bonds.

(K) No owner of any Owner of any Bond shall have any right to institute any suit, action or proceeding at law or in equity for the enforcement of this Resolution or for the execution of any trust hereof or for the appointment of a receiver or any other remedy hereunder unless such owner previously shall have given to the Trustee written notice of an Event of Default as provided above, and unless also the Owner or Owners of a majority in principal amount of the Bonds then outstanding shall have made written request of the Trustee after the right to exercise such powers, or right of action, as the case may be, shall have accrued, and shall have afforded the Trustee a reasonable opportunity either to proceed to exercise the powers granted in this Resolution, or to institute such action, suit, or proceeding in its name; and unless, also, there shall have

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been offered to the Trustee security and indemnity satisfactory to it against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee shall have refused or neglected to comply with such request within a reasonable time. Such notification, request and offer of indemnity are hereby declared in every such case, at the option of the Trustee, to be conditions precedent to the execution of the powers and trusts of this Resolution or for any other remedy hereunder; it is understood and intended that no one or more Owners of the Bonds shall have any right in any manner whatever by its or their action to affect, disturb or prejudice the security of this Resolution, or to enforce any right hereunder, except in the manner herein provided, and that all proceedings at law or in equity shall be instituted, had and maintained in the manner herein provided and for the equal benefit of all owners of the Owners of the outstanding Bonds.

Nothing in this Section contained shall, however, affect or impair the right of any Owner, which is absolute and unconditional, to enforce the payment of the principal of and redemption premium, if any, and interest on its Bonds out of the Trust Estate, or the obligation of the Commission to pay the same, out of the Trust Estate or special funds and accounts, at the time and place expressed in the Bonds.

(L) If the Trustee shall have proceeded to enforce any right under this Resolution by the appointment of a receiver or otherwise, and such proceedings shall have been discontinued or abandoned for any reason, or shall have been determined adversely, then and in every such case the County, the Commission, the District, the Trustee and the owners shall be restored to their former positions and rights hereunder, and with regard to the property subject to this Resolution, and all rights, remedies and powers of the Trustee and the owners of Bonds shall continue as if no such proceedings had been taken.

(M) The Trustee shall not waive (a) any Event of Default in the payment of the principal of any outstanding Bond at the date of maturity specified therein or (b) any Event of Default in the payment when due of the interest on any outstanding Bond unless prior to such waiver all arrears of interest or all arrears of payments of principal when due, as the case may be, with interest on overdue principal at the rate borne by such Bond, and all expenses of the Trustee in connection with such Event of Default shall have been paid or provided for. In case of any such waiver, or if any proceeding taken by the Trustee on account of any such Event of Default shall have been discontinued or abandoned or determined adversely, then and in every such case the County, the Commission, the District, the Trustee and the Owners shall be restored to their former positions and rights hereunder, respectively, but no such waiver shall extend to any subsequent or other Event of Default, or impair any rights consequent thereon.

Section 19. The Trustee.

(A) The Trustee hereby accepts the trusts and duties imposed upon it by this Resolution, upon and subject to the express terms and conditions set forth in this Resolution. Except during the continuance of an Event of Default (i) the Trustee undertakes to perform only such duties as are specifically set forth in this Resolution, and no implied covenants or obligations shall be read into this Resolution against the Trustee; and (ii) in the absence of bad faith on its part, the Trustee may rely, as to the truth of the

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statements and correctness of the opinions expressed therein, upon the certificates or opinions furnished to the Trustee and conforming to the requirements of this Resolution; but in the case of any such certificates or opinions which by any provision of this Resolution are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine them to determine whether or not they conform to the requirements of this Resolution. If an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and power as vested in it by this Resolution and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.

(B) The Trustee may execute any of the trusts or powers hereof and perform any of its duties by or through attorneys, agents, receivers or employees but shall be answerable for the conduct of the same in accordance with the standard specified above, and shall be entitled to advice of counsel concerning all matters of trusts hereof and the duties hereunder, and may in all cases pay such reasonable compensation to all such attorneys, agents, receivers and employees as may reasonably be employed in connection with the trusts hereof. The Trustee may act upon the opinion or advice of any attorneys (who may be the attorney or attorneys for the County, the Commission or the in-house counsel for the Trustee), approved by the Trustee in the exercise of reasonable care. The Trustee shall not be responsible for any loss or damage resulting from any action or nonaction in good faith in reliance upon such opinion or advice.

(C) The Trustee shall not be responsible for any recital herein or in the Bonds, except for the Certificate of Authentication required by this Resolution, or for the validity of the execution by the Commission of this Resolution or of any supplements hereto or instruments of further assurance, or for the sufficiency of the security for the Bonds issued hereunder or intended to be secured hereby.

(D) The Trustee shall not be accountable for the use of any Bond authenticated or delivered hereunder. The Trustee may become the Owner of any Bond secured hereby with the same rights which it would have if not the Trustee and any Bond owned by the Trustee shall be deemed outstanding unless cancelled pursuant to the provisions hereof.

(E) The Trustee shall be protected in acting upon any notice, request, consent, certificate, order, affidavit, letter, telegram or other paper or document reasonably believed to be genuine and correct and to have been signed or sent by the proper person or persons. The Trustee shall not withhold unreasonably its consent, approval or action to any reasonable request of the County. Any action taken by the Trustee pursuant to this Resolution upon the request or consent of any person who at the time of making such request or giving such consent is the owner of any of the Owner of any of the Bonds, shall be conclusive and binding upon all future Owners of the Bonds and upon Owners of any Bonds issued in exchange therefor or in place thereof.

(F) As to the existence or nonexistence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Trustee shall be entitled in good faith to rely upon a certificate signed by an Authorized Representative as sufficient evidence of the facts therein contained and prior to the occurrence of an Event of Default of which the Trustee has become aware shall also be at liberty to accept a similar certificate to the

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effect that any particular dealing, transaction or action is necessary or expedient but may at its discretion secure such further evidence deemed necessary or advisable, but shall in no case be bound to secure the same. The Trustee may accept a certificate of an Authorized Representative to the effect that a resolution or ordinance in the form therein set forth has been adopted by the County as conclusive evidence that such resolution or ordinance has been duly adopted and is in full force and effect.

(G) The permissive right of the Trustee to do things enumerated in this Resolution shall not be construed as a duty and it shall not be answerable for other than its negligence or willful default.

(H) At any and all reasonable times the Trustee and its duly authorized agents, attorneys, experts, engineers, accountants and representatives shall have the right to inspect any and all of the books, papers and records of the County and the Commission pertaining to the revenues and receipts pledged to the payment of the Bonds, and to take such memoranda from and in regard thereto as may be desired.

(I) The Trustee shall not be required to give any bond or surety in respect of the execution of such trusts and powers or otherwise in respect of the premises.

(J) Notwithstanding anything elsewhere in this Resolution, the Trustee shall have the right, but shall not be required, to demand, in respect of the authentication of any Bonds, the withdrawal of any cash, or any action whatsoever within the purview of this Resolution, any showings, certificates, opinions, appraisals or other information, or corporate action or evidence thereof, in addition to that by the terms hereof required as a condition of such action, deemed desirable by the Trustee for the purpose of establishing the right of the County to the authentication of the Bonds, the withdrawal of any cash or the taking of any other action by the Trustee.

(K) Before taking the action referred to in Section 19(B), the Trustee may require that a satisfactory indemnity bond be furnished for the reimbursement of all expenses to which it may be put and to protect it against all liability, except liability which is adjudicated to have resulted from its negligence or willful default, by reason of any action so taken. No provision of this Resolution shall require the Trustee to expend or risk its own funds in the performance of any of its duties hereunder, or in the exercise of any of its rights and powers if it has reasonable grounds for believing that repayment of these funds or adequate indemnity against this risk or liability is not reasonably assured to it.

(L) All money received by the Trustee shall, until used, applied or invested as herein provided, be held in trust for the purposes for which they were received segregated from other funds to the extent required by law. The Trustee shall not be under any liability for interest on any money received hereunder except such as may be agreed upon.

(M) The Trustee for all purposes of this Resolution shall be deemed to be aware of any Event of Default.

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(N) The Trustee shall be entitled to payment and reimbursement for reasonable fees for its services rendered hereunder and all advances, counsel fees and other expenses reasonably and necessarily made or incurred by the Trustee in connection with such services, but solely from money available therefor under the Resolution. Upon any Event of Default, but only upon an Event of Default, the Trustee shall have a first lien with right of payment prior to payment on account of principal of or interest on any Bond upon the Trust Estate for the foregoing fees, charges and expenses incurred by it.

(O) In any judicial proceeding to which the Commission, acting in the name of the County, is a party and which in the opinion of the Trustee and its counsel has a substantial bearing on the interests of the Owners of the Bonds, the Trustee may intervene on behalf of the owners.

(P) Any corporation or association into which the Trustee may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer its trust business and assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which it is a party ("Reorganization"), ipso facto shall be and become successor Trustee hereunder, if legally qualified to serve as such, and vested with all of the title to the Trust Estate and all the trusts, powers, discretion, immunities, privileges and all other matters as was its predecessor, without the execution or filing of any instrument or any further act, deed or conveyance on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided that within thirty (30) days of the effective date of such Reorganization, the Board of Commissioners or the Commission may object to such corporation or association becoming successor Trustee by filing written notice of such objection with the Trustee and by mailing such notice to the Owners whereupon a successor or temporary Trustee shall be appointed in accordance with subsection (G).

(Q) The Trustee and any successor Trustee may at any time resign from the trusts hereby created by giving 30 days' written notice by registered or certified mail to the Board of Commissioners, the Auditor, the Commission, and the Owners of the Bonds, and such resignation shall take effect upon the appointment of a successor Trustee in accordance with subsection (G) and acceptance of such appointment by the successor Trustee. If the Commission fails to appoint a successor Trustee within 60 days of receipt of notice of the Trustee's resignation, the Trustee may petition a court of competent jurisdiction to appoint a successor Trustee.

(R) The Trustee may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Trustee and to the Board of Commissioners, the Auditor and the Commission and signed by the Owners of a majority of the aggregate principal amount of the outstanding Bonds or their attorneys-in-fact duly authorized. Notice of the removal of the Trustee shall be given in the same manner as provided in subsection (E) with respect to the resignation of the Trustee and such removal shall take effect upon the appointment of a successor Trustee. The Commission shall appoint a successor Trustee immediately upon the removal of the Trustee. So long as no Event of Default, or an event which with the passage of time would become an Event of Default, shall have occurred and be continuing, the Trustee

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may be removed at any time, upon appointment of a successor Trustee, by resolution of the Commission filed with the Trustee.

(S) If the Trustee shall resign or be removed, or be dissolved, or shall be in course of dissolution or liquidation, or otherwise become incapable of acting hereunder, or in case it shall be taken under the control of any public officer or officers, or of a receiver appointed by a court, a successor may be appointed by the Owners of a majority of the aggregate principal amount of all Bonds then outstanding by an instrument or concurrent instruments in writing signed by the Owners or by their attorneys-in-fact duly authorized, a copy of which shall be delivered personally or sent by registered or certified mail to the County and the Commission. Nevertheless, in case of such vacancy the Commission by resolution may appoint a temporary Trustee to fill such vacancy. Within ninety (90) days after such appointment, the owners may appoint a successor Trustee; and any such temporary Trustee so appointed by the Commission shall become the successor Trustee if no appointment is made by the owners within such period but if an appointment is made by the owners, such appointment shall immediately and without further act be superseded by any Trustee so appointed by such owners. Notice of the appointment of a temporary or successor Trustee shall be given in the same manner as provided by subsection (E) with respect to the resignation of a Trustee. Every such Trustee appointed pursuant to the provisions of this Section shall be a trust company or a commercial bank with trust powers and having a reported capital and surplus of not less than $50,000,000, if there be such an institution willing, qualified and able to accept the trust upon reasonable or customary terms.

(T) Every successor or temporary Trustee appointed hereunder shall execute, acknowledge and deliver to its predecessor and also to the Board of Commissioners, the Auditor and the Commission an instrument in writing accepting such appointment hereunder, and thereupon such successor, without any further act, deed or conveyance, shall become fully vested with all the estates, properties, rights, powers, trusts, duties and obligations of its predecessors; but such predecessor shall, nevertheless, on the written request of the Board of Commissioners, the Auditor or the Commission, after the payment of all fees, charges and expenses which may be due and owing to such predecessor pursuant to the provisions of subsection (B), execute and deliver an instrument transferring to such successor Trustee all the estates, properties, rights, powers and trusts of such predecessor hereunder; and every predecessor Trustee shall deliver all securities, money and other property or documents held by it as Trustee hereunder to its successor hereunder. Should any instrument in writing from the Commission or the Board of Commissioners or the Auditor be required by any successor or temporary Trustee for more fully and certainly vesting in such successor the estate, rights, powers and duties hereby vested or intended to be vested in the predecessor any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the Commission or the Board of Commissioners or the Auditor. The resignation of any Trustee and the instrument or instruments removing any Trustee and appointing a successor or temporary Trustee hereunder, together with all other instruments provided for in this Section, shall be filed or recorded by the successor or temporary Trustee in each office where this Resolution shall have been filed.

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Section 20. The Registrar and Paying Agent.

(A) The Commission may appoint a separate Registrar or Paying Agent.

(B) Each and every remedy, power, right, claim, demand, cause of action, immunity, estate, title, interest and lien expressed or intended by this Resolution to be exercised by or vested in or conveyed to the Trustee with respect to this Resolution and shall be exercisable by and vested in Registrar or Paying Agent but only to the extent necessary to enable the Registrar and Paying Agent, to exercise such powers, rights and remedies, and every covenant and obligation necessary to the exercise thereof by the Registrar and Paying Agent, shall run to and be enforceable by it.

(C) Should any instrument in writing from the County or the Commission or agreement be required by the Registrar and Paying Agent for more fully and certainly vesting in and confirming to it such properties, rights, powers, trusts, duties and obligations, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the Commission or the Auditor. If the Registrar and Paying Agent, or a successor to either, shall become incapable of acting, resign or be removed, all the estates, properties, rights, powers, trusts, duties and obligations of the Registrar and Paying Agent so far as permitted by law, shall vest in and be exercised by the Trustee until the appointment of a new Registrar and Paying Agent.

Section 21. Notices. Any notice, request, complaint, demand, communication or other paper shall be sufficiently given when delivered or mailed by registered or certified mail, postage prepaid, or sent by telegram, addressed to the appropriate Notice Addresses. The County, the Commission, or the Registrar and Paying Agent may, by notice given hereunder, designate any further or different addresses to which subsequent notices, certificates or other communications shall be sent.

Section 22. Business Days. In any case where the date of a principal payment of the Bonds or the date fixed for redemption of any portion of the Bonds shall be a Saturday, Sunday or a day on or the city in which the office of the Registrar and Paying Agent is located are required or authorized by law to close, then payment of principal may be made on the succeeding business day with the same force and effect as if made on the date of maturity or the date fixed for redemption.

Section 23. Severability. If any section, paragraph or provision of this Resolution shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or provision shall not affect any of the remaining provisions of this Resolution.

Section 24. Repeal of Conflicting Provisions. All resolutions, ordinances and orders, or parts thereof, in conflict with the provision of this Resolution, are, to the extent of such conflict, hereby repealed or amended.

Section 25. Effective Date. This Resolution shall be in full force and effect immediately upon its passage and signing. The Secretary of the Commission is hereby directed to deliver a certified copy of this Resolution to the Auditor of the County.

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Adopted at the meeting of the Hamilton County Redevelopment Commission held on the 14th day of October, 2005, at Hamilton County, Indiana.

HAMILTON COUNTY REDEVELOPMENT COMMISSION

President

Attest:

_____________________________Secretary

Exhibit A Description of Project

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ACCEPTANCE OF OFFICE OF TRUSTEE, REGISTRAR AND PAYING AGENT

The undersigned hereby accepts the duties and obligations of Trustee, Registrar and Paying Agent imposed by the foregoing Resolution.

_________________________________________,as Trustee, Registrar and Paying Agent

By:

Title:

ATTEST:

________________________________

Date: _________________, 2005

(SEAL)

Notice Address of Trustee, Registrar and Paying Agent

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EXHIBIT A

Description of Project

Acquisition of right-of-way, design and construction of public infrastructure.

[Revise as needed.]

APPENDIX D

LEGAL OPINION AND TAX MATTERS

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November 30, 2005

City Securities Corporation Indianapolis, Indiana

Re: Hamilton County Redevelopment District Tax Increment Revenue Bonds of 2005 Total Issue: $7,295,000 Dated: November 30, 2005

Ladies and Gentlemen:

We have acted as bond counsel in connection with the issuance by the Hamilton County Redevelopment Commission ("Commission"), acting in the name of Hamilton County, Indiana ("Issuer"), of its $7,295,000 Redevelopment District Tax Increment Revenue Bonds of 2005, dated November 30, 2005 ("Bonds"), issued pursuant to a resolution of the Issuer adopted on October 14, 2005 ("Bond Resolution"). We have examined the law and the certified transcript of proceedings of the Issuer had relative to the authorization, issuance and sale of the Bonds and such other papers as we deem necessary to render this opinion.

We have relied upon the certified transcript of proceedings and certificates of public officials of the Issuer furnished to us, including the Issuer's tax covenants and representations ("Tax Representations"), and we have not undertaken to verify any facts by independent investigation.

Based upon our examination, we are of the opinion, as of the date hereof, as follows:

1. The Bonds are the valid and binding limited obligations of the Redevelopment District of the Issuer in accordance with the terms and provisions thereof, and together with any additional bonds on a parity therewith hereafter issued, will be payable solely from Tax Increment (as defined in the Bond Resolution). The Bonds are not a corporate obligation of the Issuer but constitute limited obligations of the Redevelopment District of the Issuer. Neither the faith and credit nor the taxing power of the Issuer or the Redevelopment District of the Issuer is pledged to the payment of principal of or interest on the Bonds.

2. Under statutes, decisions, regulations and rulings existing on this date, interest on the Bonds is exempt from income taxation in the State of Indiana ("State"). This opinion relates only to the exemption of interest from State income taxation.

3. Under federal statutes, decisions, regulations and rulings existing on this date, interest on the Bonds is excludable from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986 ("Code"). This opinion relates only to the exclusion from gross income of interest on the Bonds for federal income tax purposes under Section 103 of the Code and is conditioned on continuing compliance by the Issuer with its Tax Representations. Failure to comply with the Tax Representations could cause interest on the Bonds to lose the exclusion from gross income for federal income tax purposes retroactive to their date of issue.

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We have not been engaged nor have we undertaken to review the accuracy, completeness or sufficiency of the Official Statement relating to the Bonds, and we express no opinion thereon.

It is to be understood that the rights of the owner of the Bonds and the enforceability of the Bonds and the Bond Resolution, may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights heretofore or hereafter enacted and that their enforcement may be subject to the exercise of judicial discretion in accordance with general principles of equity. It is to be understood that the rights of the owner of the Bonds and the enforceability of the Bonds and the Bond Resolution may be subject to the valid exercise of the constitutional powers of the Issuer, the Commission, the State of Indiana and the United States of America.

Very truly yours,

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TAX MATTERS

In the Opinion of Ice Miller, Indianapolis, Indiana, Bond Counsel, under existing laws, regulations, judicial decisions and rulings, interest on the Bonds is excludable from gross income under Section 103 of the Internal Code of 1986, as amended (“Code”) for federal income tax purposes. This opinion relates only to the exclusion from gross income of interest on the Bonds for federal income tax purposes under Section 103 of the Code and is conditioned on continuing compliance by Hamilton County, Indiana (“County”) and the Hamilton County Redevelopment District (“District) with the Tax Covenants (herein defined). Failure to comply with the Tax Covenants could cause interest on the Bonds to lose the exclusion from gross income for federal income tax purposes retroactive to the date of issue. In the opinion of Ice Miller, Indianapolis, Indiana, Bond Counsel, under existing laws, regulations, judicial decisions and rulings, interest on the Bonds is exempt from income taxation in the State of Indiana (“State”). This opinion relates only to the exemption of interest on the Bonds for State income tax purposes.

The Code imposes certain requirements which must be met subsequent to the issuance of the Bonds as a condition to the exclusion from gross income of interest on the Bonds for federal income tax purposes. The County and the District will covenant not to take any action, within its respective power and control, not fail to take any action with respect to the Bonds that would result in the loss of the exclusion from gross income for federal income tax purposes of interest on the Bonds pursuant to Section 103 of the Code (collectively, “Tax Covenants”). The Bond Resolution and certain certificates and agreements to be delivered on the date of delivery of the Bonds establish procedures to permit compliance with the requirements of the Code. It is not an event of default under the Bond Resolution if interest on the Bonds is not excludable from gross income for federal tax purposes or otherwise pursuant to any provision of the Code which is not in effect on the issue date of the Bonds.

The interest on the Bonds is not a specific preference item for purposes of the federal individual or corporate alternative minimum taxes. However, interest on the bonds is included in adjusted current earnings in calculating corporate alternative minimum taxable income for purposes of the corporate alternative minimum tax.

IC6-5.5 imposes a franchise tax on certain taxpayers (as defined in IC 6-5.5) which, in general, included all corporations which are transacting the business of a financial institution in Indiana. The franchise tax is measured in part by interest excluded from gross income under Section 103 of the Code minus associated expenses disallowed under Section 265 of the Code.

Although Bond Counsel will render an opinion that interest on the Bonds is excluded from federal gross income and exempt from State income tax, the accrual or receipt of interest on the Bonds may otherwise affect a bondholder’s federal income tax or state tax liability. The nature and extent of these other tax consequences will depend upon the bondholder’s particular tax status and a bondholder’s other items of income or deduction. Taxpayers who may be affected by such other tax consequences include, without limitation, financials institutions, certain insurance companies, S corporations, certain foreign corporations, individual recipients of Social Security or railroad retirement benefits and taxpayers who may be deemed to have incurred (or continued) indebtedness to purchase or carry the Bonds. Bond Counsel expresses no opinion regarding any other such tax consequences. Prospective purchasers of the Bonds should not consult their own tax advisors with regard to the federal and State tax consequences of owning the Bonds other than those consequences set forth in the form of opinion of Bond Counsel.

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