Agenda Indianapolis Airport Authority November 16, :30 AM

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1 Agenda Indianapolis Airport Authority November 16, :30 AM I. Call to Order II. Approval of Minutes of the Pre-Board and Regular Meeting of October 19, 2012 III. Ordinances, Resolutions and Public Hearings a) Consider for approval General Ordinance No , a Supplemental Ordinance of the Indianapolis Airport Authority concerning the Authority s issuance of additional Revenue Bonds designated INDIANAPOLIS AIRPORT AUTHORITY REFUNDING REVENUE BONDS, SERIES to refund all or a portion of the Authority s outstanding bonds and other matters related thereto. b) Introduction of General Ordinance No concerning the 2013 Rates & Charges. Final Hearing to be held December 21, IV. Board Reports a) President s Report V. Official Actions VI. Staff Reports a) Consider for approval the individual items listed on the IAA General Agenda dated November 16, a) Executive Director Report Bob Duncan b) Financial Report Marsha Stone VII. Other Reports/Update VIII. Board Communications IX. Adjourn a) Next Meeting: Friday, December 21, 8:30 a.m. Page 1 of 1

2 MINUTES Board of Directors Meeting Indianapolis Airport Authority The Regular Meeting of the Indianapolis Airport Authority Board was called to order at 8:48 a.m., October 19, 2012, in the Airport s Board Room at the Indianapolis International Airport. Present at commencement of the meeting and comprising a quorum were: Michael W. Wells, President Alfred Bennett, Secretary Jean Wojtowicz, Member Jack Morton, Member David C. Lewis, Member Karen Caswelch, Member Steve C. Dillinger, Member Lynn Gordon, Advisory Member Rex Joseph, IAA Board Counsel IAA executive staff attending: Robert Duncan, Executive Director Mike Medvescek, Sr. Director of Operations Joseph R. Heerens, General Counsel Marsha Stone, Sr. Director of Finance Michael Huber, Sr. Director of Commercial Enterprise Jamie Leap, Sr. Administrative Assistant/Recording Secretary APPROVAL OF MINUTES Upon a motion by Ms. Wojtowicz, seconded by Mr. Morton and unanimously passed, approval was given to the Minutes of both the Pre-Board and Regular Meetings of September 21, OFFICIAL ACTIONS INTRODUCTION AND APPROVAL OF THE INDIANAPOLIS AIRPORT AUTHORITY S GENERAL AGENDA, DATED September 21, 2012: President Wells introduced and then verbally described each of the individual items listed on the General Agenda, after which he asked for separate motions of approval, as follows: BP Upon a motion by Mr. Morton, seconded by Ms. Wojtowicz and unanimously passed, approval was given to BP

3 IAA Board Meeting Minutes October 19, 2012 Page 2 of 3 BP Upon a motion by Ms. Caswelch, seconded by Mr. Lewis and unanimously passed, approval was given to BP BP Upon a motion by Mr. Morton, seconded by Mr. Bennett and unanimously passed, approval was given to BP BP Upon a motion by Ms. Wojtowicz, seconded by Mr. Dillinger and unanimously passed, approval was given to BP BP Upon a motion by Mr. Lewis, seconded by Ms. Wojtowicz and unanimously passed, approval was given to BP BP Upon a motion by Ms. Caswelch, seconded by Mr. Bennett and unanimously passed, approval was given BP STAFF REPORTS Executive Director Report Executive Director Bob Duncan asked that the following individuals to give updates on various activities occurring at the Indianapolis Airport Authority: Mr. James Mooney, Director of Airport Operations and Maintenance, announced results of the 2 nd Annual Indianapolis Airport Authority Charity Golf Outing which raised $2990 for the American Red Cross and the Little Red Door Cancer Agency. Mr. Medvescek, Sr. Director of Operations, shared the IAA s involvement with three (3) community outreach events held in Central Indiana on Saturday, September 29, 2012, including an event at the National Weather Service, FedEx Family Day, and Carmel Public Safety Day. Lastly, Mr. Duncan shared a plaque provided to the IAA to show appreciation for staff involvement in the Wayne Township Host Reading Program. Financial Report Ms. Marsha Stone, Sr. Director of Finance, provided a brief financial report. Diversity Report Mr. Corey Wilson, Director of Supplier Diversity & IND Aerotropolis, provided the quarterly diversity report. Mr. Wilson also announced the upcoming IAA Economic Development Briefing scheduled for Monday, October 29 th, 2012, from 1:00 p.m. to 3:00 p.m., in the IAA Board Room. Lastly, Mr. Wilson also shared diversity opportunities for ADJOURNMENT President Wells announced that the next IAA board meeting is scheduled for November 16, 2012.

4 IAA Board Meeting Minutes October 19, 2012 Page 3 of 3 There being no further business, the meeting was adjourned at 9:16 a.m. INDIANAPOLIS AIRPORT AUTHORITY* Michael W. Wells, President Alfred R. Bennett, Secretary Date: *Signed under authority of IAA Board Resolution #

5 General Ordinance No BOARD MEMO REVENUE BONDS To: From: IAA Board of Directors Marsha Stone, Sr. Director of Finance Date: November 9, 2012 Board Date: November 16, 2012 Subject: Introduction of General Ordinance No Background The Authority staff is asking the Board to adopt General Ordinance No (the Ordinance ), a supplemental ordinance authorizing the Airport Authority to issue Airport Revenue Bonds, Series 2012A and Series 2013_, in an aggregate, combined principal amount not to exceed $150 million. The Ordinance is a supplement to the Authority s master ordinance, initially adopted in The 2012A and 2013_ bonds are a part of the Authority s plan of finance to refund certain outstanding Authority bonds. The Authority has seven (7) outstanding series of bonds under the master ordinance. The Ordinance will permit the Authority to issue refunding bonds to refund the Authority s outstanding 2003A bonds and a portion of its 2006A bonds. 2003A Refunding Plan The Authority initially issued the 2003A bonds in January 2003 in the principal amount of $137,065,000. Between the time of issuance and today, $47,045,000 of the bonds have matured; in addition, $3,685,000 of the bonds, which will mature on January 1, 2013, has been funded for payment. Also, the Authority has prepaid $28,000,000 of the bonds with Authority cash prior to the originally planned maturity dates. As a result, $58,335,000 of the bonds are outstanding and eligible to be currently refunded. The outstanding bonds have a final maturity date of January 1, 2026 and bear interest rates between 4.750% and 5.625%. By refunding these bonds, the Authority expects to be able to reduce interest rates to below 2.50% and to shorten the final maturity to no later than January 1, The plan of finance is as follow: Uses of Funds Refund Outstanding Debt $ 62,020,000 Costs of Issuance $ 975,000 Sources of Funds 2012A Bonds $ 49,400,000 Release of 2003 Reserve Fund $ 9,910,000 Use of 2003A Sinking Fund $ 3,685,000 Page 1 of 3

6 Memo Re: Revenue Bonds The potential buyers of the 2012A bonds are not expected to require a debt service reserve fund as part of the security for the bonds. As a result, the 2012A bonds will not have a reserve fund, and the Authority will be able to utilize the released 2003A debt service reserve fund to refund the outstanding 2003A bonds. 2006A Refunding Plan The Authority initially issued the 2006A bonds in June 2006 in the principal amount of $346,995,000. Between the time of issuance and today, $3,125,000 of the bonds have matured; in addition, $7,710,000 of the bonds, which will mature on January 1, 2013, has been funded for payment. Also, the Authority has prepaid $39,295,000 of the bonds with Authority cash prior to the originally planned maturity dates. As a result, $296,865,000 of the bonds are outstanding. Of these, $48,785,000 will be eligible to be currently refunded on July 1, 2013, and the remainder will be eligible to be currently refunded on January 1, The outstanding bonds that are currently refundable in July 2013 have a final maturity date of January 1, 2037 and bear interest at 4.700%. By refunding these bonds, the Authority expects to be able to reduce interest rates to below 3.00% and to shorten the final maturity to no later than January 1, The plan of finance is as follow: Uses of Funds Refund Outstanding Debt $ 48,785,000 Costs of Issuance $ 900,000 Sources of Funds 2013_ Bonds $ 46,575,000 Release of 2006B Reserve Fund $ 3,110,000 The Authority s 2006B bonds have a final maturity of January 1, 2013 and thus the associated reserve fund will be released. The balance of this fund is expected to be utilized to refund a portion of the callable 2006A bonds. It is not expected that the 2013_ bonds will require a reserve fund. However, the remaining 2006A bonds will continue to be supported by the existing 2006A debt service reserve fund. Selection of Team The primary members of the financing team are: the Indianapolis Local Public Improvement Bond Bank (issuer), the Authority (qualified entity), City Securities (placement agent), Jeffries (financial advisor), Ice Miller (bond counsel), and Krieg DeVault (underwriters counsel). As placement agent City Securities will solicit buyers (primarily commercial banks) for the 2012_ bonds and 2013_ bonds which will be sold as a private placement. General Ordinance No Page 2 of 3

7 Memo Re: Revenue Bonds Current Status The Authority introduced the Ordinance at the October Board meeting with the hearing for adoption scheduled for November. Pricing of the bonds is scheduled for late November. The schedule for the 2012/2013 bond issue includes: Adoption of Ordinance November 16, 2012 Indianapolis Bond Bank Approval November 19, 2012 Bond Pricing Late November A Bond Delivery Late December A Bond Redemption January 1, _ Bond Delivery Late June A Bond Redemption July 1, 2013 Recommendation The Authority staff is asking the Board to adopt General Ordinance No (the Ordinance ), a supplemental ordinance authorizing the Airport Authority to issue Airport Revenue Bonds, Series 2012_ and Series 2013_, in an aggregate, combined principal amount not to exceed $150 million. The Authority staff will present a final plan of finance to the Authority s Finance and Audit Committee ( FAC ) on November 12, 2012 and recommend the adoption of this Ordinance. General Ordinance No Page 3 of 3

8 GENERAL ORDINANCE NO A Supplemental Ordinance of the Indianapolis Airport Authority Concerning the Authority's Issuance of One or More Series of Additional Revenue Bonds Designated "Indianapolis Airport Authority Refunding Revenue Bonds, Series 2012A and Series 2013" to Refund a Portion of the Authority s Outstanding Revenue Bonds and Other Matters Related Thereto I\

9 TABLE OF CONTENTS ARTICLE I. AUTHORITY AND DEFINITIONS...3 Page Section 1.1. Supplemental Ordinance...3 Section 1.2. Definitions...3 ARTICLE II. TERMS OF THE 2012/2013 BONDS...7 Section 2.1. Name, Amount, Purpose, Authorization...7 Section 2.2. Date and Denomination...7 Section 2.3. Manner of Payment, Characteristics, Execution and Authentication...7 Section 2.4. Ownership...8 Section 2.5. Registration, Transfer and Exchange...8 Section 2.6. Cancellation...9 Section 2.7. Replacement Bonds...9 Section 2.8. Paying Agent and Registrar, Appointment and Acceptance of Duties...10 ARTICLE III. FORM OF 2012/2013 BONDS AND CERTIFICATES...11 Section 3.1. Form of 2012/2013 Bonds...11 ARTICLE IV. PROVISIONS CONCERNING EXCHANGE AND APPLICATION OF PROCEEDS OF THE 2012/2013 BONDS...12 Section 4.1. Exchange of the 2012/2013 Bonds...12 Section 4.2. Approval, Registration and Initial Delivery...14 Section 4.3. Offering Documents...14 Section 4.4. Application of Proceeds of 2012/2013 Bonds and Other Funds...15 Section 4.5. No Arbitrage...16 Section 4.6. Refunding Bonds...16 Section 4.7. Tax Covenants...16 Section 4.8. Redemption...19 Section 4.9. Revenue Bond Reserve Fund...21 ARTICLE V. INSURANCE AND OTHER CREDIT ENHANCEMENT...22 Section 5.1. Credit Enhancement...22 ARTICLE VI. MISCELLANEOUS...23 Section 6.1. Construction and Severability...23 Section 6.2. Consent to Amendments of Master Ordinance...23 Section 6.3. Investment of Proceeds...23 I\ i

10 Section 6.4. Appointment of Airport Director...23 Section 6.5. Repealer...23 Section 6.6. Effective Date...23 EXHIBIT Exhibit A: Form of 2012/2013 Bond I\ ii

11 GENERAL ORDINANCE NO A Supplemental Ordinance of the Indianapolis Airport Authority Concerning the Authority's Issuance of One or More Series of Additional Revenue Bonds Designated "Indianapolis Airport Authority Refunding Revenue Bonds, Series 2012A and Series 2013" to Refund a Portion of the Authority s Outstanding Revenue Bonds and Other Matters Related Thereto WHEREAS, the City Council of the City of Indianapolis did on May 1, 1961, adopt Special Ordinance No , authorizing the establishment of said airport authority district, which ordinance was duly approved by the Mayor of said City on May 2, 1961; and WHEREAS, the Marion County Council did on June 8, 1961, and July 7, 1961, adopt its resolutions authorizing the establishment of said district; and WHEREAS, the members of the board (the "Board") of the Indianapolis Airport Authority (the "Authority") were duly appointed and met in its initial organization meeting on January 1, 1962; and WHEREAS, the Authority has continued to exist and is now governed by and operates pursuant to the recodified statutes set forth in IC , as amended (the "Act"), as a separate and distinct municipal corporation with authority to own and operate public airports; and WHEREAS, the Board adopted General Ordinance No on December 20, 2002, which amended and restated General Ordinance No , adopted on November 4, 1985, to authorize the issuance of Revenue Bonds (as defined therein) by supplement thereto, and subsequently adopted General Ordinance No and General Ordinance No to amend General Ordinance No (as amended, the "Master Ordinance"); and WHEREAS, the Master Ordinance provides that the Board may, from time to time, adopt ordinances to supplement and amend the Master Ordinance and authorize the issuance of Additional Revenue Bonds (as defined in the Master Ordinance); and WHEREAS, the Board has determined that it may be necessary and desirable to issue one or more series of Additional Revenue Bonds (the "2012/2013 Bonds") designated by separate subseries, if needed, to currently refund the Prior Bonds (as defined herein) pursuant to the Act and the Master Ordinance; and WHEREAS, the Board wishes to delegate to any Authorized Airport Representative (as defined in the Master Ordinance) the power to approve the issuance of the 2012/2013 Bonds (as defined herein) pursuant to this Supplemental Ordinance (the "Supplemental Ordinance") and other related documents and agreements; and WHEREAS, IC provides that a "qualified entity," which term includes the Authority, may issue, sell or exchange its bonds and notes to The Indianapolis Local Public Improvement Bond Bank ("Bond Bank"); and I\

12 WHEREAS, the Executive Director of the Bond Bank has expressed a willingness to exchange the 2012/2013 Bonds issued hereunder for the Prior Bonds, subject to approval by the Board of Directors of the Bond Bank; and WHEREAS, the Board has determined that it will be in the best interest of the Authority to exchange the 2012/2013 Bonds issued hereunder to the Bond Bank for the Prior Bonds; and WHEREAS, the Board has determined that an Authorized Airport Representative shall be permitted to authorize and cooperate with the Bond Bank to purchase, or arrange to purchase, bond insurance or other credit enhancement for the Series 2012/2013 Bonds issued hereunder (or the 2012H Bond Bank Bonds or 2013 Bond Bank Bonds (as defined herein)), to modify, amend, novate or terminate debt reserve fund purchase agreement transactions in connection with the Prior Bonds or the Series 2012/2013 Bonds and to approve and execute any related agreements or certificates (collectively, the "Ancillary Bond Agreements") deemed necessary by such Authorized Airport Representative for such purposes. NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF THE INDIANAPOLIS AIRPORT AUTHORITY: I\

13 ARTICLE I. AUTHORITY AND DEFINITIONS Section 1.1. Supplemental Ordinance. This Supplemental Ordinance (the "Supplemental Ordinance") is supplemental to, and is adopted in accordance with, Sections 5.01 and 9.02(f) of the Master Ordinance. Section 1.2. Definitions. All terms which are defined in Article I of the Master Ordinance shall have the same meanings in this Supplemental Ordinance, except as set forth in the following paragraphs with respect to the 2012/2013 Bonds: "2003 Bonds" means the Bond Bank's Bonds, Series 2003A (Indianapolis Airport Authority Project), as well as the corresponding Indianapolis Airport Authority Airport Revenue Bonds, Series 2003A maturing January 1, 2013 through January 1, 2033 and currently outstanding in the amount of $62,020,000. "2006 Bonds" means the Bond Bank's Bonds, Series 2006F (Indianapolis Airport Authority Project), as well as the corresponding Indianapolis Airport Authority Airport Revenue Bonds, Series 2006A maturing January 1, 2037 and currently outstanding in the amount of $48,785,000. "2012/2013 Bonds" means the 2012A Bonds and the 2013 Bonds. "2012/2013 Bond Bank Bonds" means the 2012H Bond Bank Bonds and the 2013 Bond Bank Bonds. "2012/2013 Policy" means any bond insurance policy or policies purchased by the Bond Bank for the 2012H Bond Bank Bonds and/or the 2013 Bond Bank Bonds. "2012A Bonds" means all series or sub-series of the revenue bonds of the Indianapolis Airport Authority entitled "Refunding Revenue Bonds, Series 2012A" (as may be specifically designated according to letter and number by subseries and as may be completed with a different designation of year if necessary), authorized by this Supplemental Ordinance. "2012A Net Proceeds" means the proceeds of the 2012H Bond Bank Bonds, less an amount to secure or modify credit enhancement as authorized by this Supplemental Ordinance, and less costs of issuing the 2012H Bond Bank Bonds and the 2012A Bonds. "2012H Bond Bank Bonds" means the Bond Bank's Bonds, Series 2012H (Indianapolis Airport Authority Project), the proceeds of which are used to refund the 2003 Bonds, pay costs of issuance in connection with the 2012A Bonds and the 2012H Bond Bank Bonds and other expenses in connection with the refunding. I\

14 "2013 Bond Bank Bonds" means the Bond Banks Bonds, Series 2013 (Indianapolis Airport Authority Project), (with such appropriate series designation as the Bond Bank shall determine) the proceeds of which are used to refund the 2006 Bonds, pay costs of issuance in connection with the 2013 Bonds and the 2013 Bond Bank Bonds and other expenses in connection with the refunding. "2013 Bonds" means all series or sub-series of the revenue bonds of the Indianapolis Airport Authority entitled "Refunding Revenue Bonds, Series 2013" (as may be specifically designated according to letter and number by subseries and as may be completed with a different designation of year if necessary), authorized by this Supplemental Ordinance. "2013 Net Proceeds" means the proceeds of the 2013 Bond Bank Bonds, less an amount to secure or modify credit enhancement as authorized by this Supplemental Ordinance, and less costs of issuing the 2013 Bond Bank Bonds and the 2013 Bonds. "Authorized Denominations" for the 2012/2013 Bonds means the same Authorized Denominations the 2012/2013 Bond Bank Bonds are permitted to have under the Trust Indenture for such Bond Bank Bonds. "Bond Bank" means The Indianapolis Local Public Improvement Bond Bank, as original purchaser of the 2012/2013 Bonds or any successor thereto under the Bond Bank's Trust Indentures for the 2012/2013 Bond Bank Bonds. "Defeasance Obligations" means, when used with respect to this Supplemental Ordinance, (i) cash; (ii) direct obligations of the United States of America (including obligations issued or held in book-entry form): (iii) obligations the timely payment of the principal of and interest on which are fully guaranteed by the United States of America; (iv) certificates which evidence ownership of the right to the payment of the principal of or interest on obligations described in clauses (ii) and (iii) provided that such obligations are held in the custody of a bank or trust company satisfactory to the Trustee in a special account separate from the general assets of such custodian, and (v) municipal obligations the timely payment of the principal of and interest on which is fully provided for by the deposit in trust or escrow of cash or obligations described in clauses (ii), (iii) or (iv) ); and (vi) obligations of, or unconditionally guaranteed as to payment of principal and interest by, the Federal National Mortgage Association, the Government National Mortgage Association, the Federal Financing Bank, the Federal Intermediate Credit Bank, Federal Banks for Corporations, Federal Land Banks, Federal Home Loan Banks, Farmers Home Administration and Federal Home Loan Mortgage Corporation, or of any other agency or corporation which has been or is hereafter created pursuant to an act of the Congress of the United States as an agency or instrumentality thereof, which obligations are not redeemable prior to maturity other than at the option of the holder thereof;. I\

15 "Interest Payment Date" means January 1 and July 1 of each year, beginning July 1, 2013, for the 2012A Bonds and beginning on the first interest payment date as the 2013 Bond Bank Bonds for the 2013 Bonds more than one (1) month after the date of issuance of the 2013 Bonds. "Letters of Representations" means the Letters of Representations from the Authority to the Bond Bank and the Placement Agent of the 2012/2013 Bond Bank Bonds, if any, delivered in connection with the sale and issuance of the 2012/2013 Bond Bank Bonds pursuant to the Bond Placement Agreement or Bond Placement Agreements between the Bond Bank and the underwriters of the 2012/2013 Bond Bank Bonds. "Owner," "Holder" or "Bondholder" means, for purposes of the 2012/2013 Bonds, initially, the Bond Bank, and any subsequent holder thereof. "Paying Agent" means The Bank of New York Mellon Trust Company, N.A. (as successor in interest to Bank One Trust Company, National Association), and its successors and assigns as paying agent for the 2012/2013 Bonds. "Placement Agent" means City Securities Corporation or any other such firm as shall be appointed by the Bond Bank. "Prior Bonds" means the 2003 Bonds and the 2006 Bonds and their corresponding Authority bonds, that are called or defeased pursuant to their terms with proceeds of the Series 2012/2013 Bonds issued hereunder. When used with respect to the 2012A Bonds, Prior Bonds means the 2003 Bonds (and corresponding Authority bonds) and when used with respect to the 2013 Bonds, means the 2006 Bonds (and corresponding Authority bonds). "Prior Projects" means, with respect to a series of Prior Bonds, the Capital Improvements made to the Airport System from or allocated to the proceeds of that series of Prior Bond and, to the extent that series of Prior Bonds refunded prior obligations of the Authority, the Capital Improvements originally financed with such prior obligations. "Project Costs" means those Project Costs defined in Section 1.01 of the Master Ordinance. "Purchase Agreements" means the Qualified Entity Purchase Agreements with regard to the 2012/2013 Bonds issued hereunder by and between the Authority and the Bond Bank. "Record Date" means the June 15 and December 15 prior to any Interest Payment Date. I\

16 "Registrar" means The Bank of New York Mellon Trust Company, N.A. (as successor in interest to Bank One Trust Company, National Association), and its successors and assigns as registrar for the 2012/2013 Bonds. [End of Article I] I\

17 ARTICLE II. TERMS OF THE 2012/2013 BONDS Section 2.1. Name, Amount, Purpose, Authorization. The 2012/2013 Bonds shall constitute Additional Revenue Bonds under the Master Ordinance. The 2012A Bonds shall be designated "INDIANAPOLIS AIRPORT AUTHORITY REFUNDING REVENUE BONDS, SERIES 2012A" (the "2012A Bonds") and the 2013 Bonds shall be designated "INDIANAPOLIS AIRPORT AUTHORITY REFUNDING REVENUE BONDS, SERIES 2013_" noted with individual designations by series or sub-series (which letter, number or year designation may be modified, if needed, prior to closing with approval of an Authorized Airport Representative), each issued in fully registered form and the 2012A Bonds to be issued in a combined aggregate principal amount not to exceed Seventy-Five Million Dollars ($75,000,000) and the 2013 Bonds to be issued in an aggregate principal amount not to exceed Seventy-Five Million Dollars ($75,000,000) each to assist the Bond Bank in refunding all or a portion of the Prior Bonds as determined by an Authorized Airport Representative and therefore the corresponding Bond Bank bonds by delivering such bonds of the Authority to the Bond Bank in exchange for the cancellation of the Authority's Prior Bonds, all under and pursuant to the authority of the Act, the Master Ordinance, this Supplemental Ordinance and all other applicable law. Section 2.2. Date and Denomination. The 2012/2013 Bonds shall be originally dated the date of delivery, shall be issued in Authorized Denominations, and numbered and lettered consecutively from 12AR-1 or 13_R-1 upward which numbering and lettering shall be completed with a hyphen and a numerical designation, as necessary or if more than one sub-series of 2012A Bonds or 2013 Bonds are issued. Any 2012/2013 Bonds delivered on transfer of or in exchange for other 2012/2013 Bonds shall be numbered in order of their authentication by the Registrar, shall be in Authorized Denominations and shall be part of the same sub-series, mature on the same date and bear interest at the same rate as the 2012/2013 Bonds in lieu of which they are delivered. The 2012A Bonds may be redesignated as "2013" with the appropriate series designation if issued in Section 2.3. Manner of Payment, Characteristics, Execution and Authentication. The 2012/2013 Bonds shall be payable, shall have the characteristics, shall be executed, attested, sealed, and shall be authenticated, all as provided and in the manner indicated in the Form of 2012/2013 Bonds set forth in Exhibit A to this Supplemental Ordinance. Specifically, interest on the 2012/2013 Bonds is payable on each Interest Payment Date until the maturity or redemption date of such bond or until the Authority s obligation with respect to such bond has been satisfied. Interest on a 2012/2013 Bond is payable from the Interest Payment Date next preceding the date of authentication thereof, except: (i) if authenticated prior to June 15, 2013, in the case of the 2012A Bonds or the first record date for the 2013 Bond Bank Bonds, in the case of the 2013 Bonds, then interest is payable from the initial issue date; (ii) if the 2012/2013 Bond is authenticated during the period between a Record Date and the Interest Payment Date with respect thereto, then interest is payable from such Interest Payment Date; or (iii) if the payment on the 2012/2013 Bond is in default, then interest is payable from the date to which interest has been paid in full. Interest on any 2012/2013 Bonds shall be payable by check or draft mailed by the Paying Agent to the Owner of record as of the Record Date as shown on the books of registration kept by the Registrar. I\

18 If any officer of the Authority whose manual or facsimile signature shall appear on the 2012/2013 Bonds, as provided in the form of 2012/2013 Bonds, shall cease to be such officer before the authentication of the 2012/2013 Bonds or before the delivery of the 2012/2013 Bonds, such manual or facsimile signature shall nevertheless be valid and sufficient for all purposes as if such officer had remained in such office. Section 2.4. Ownership. The Authority, Trustee, Registrar and Paying Agent and any other person may treat the person in whose name any 2012/2013 Bond is registered as the absolute owner of such 2012/2013 Bond for the purposes of making and receiving payment of the principal thereof and premium, if any, thereon, and for the further purpose of making and receiving payment of the interest thereon, and for all other purposes, whether or not such 2012/2013 Bond is overdue, and neither the Authority, the Trustee, the Registrar nor the Paying Agent shall be bound by any notice or knowledge to the contrary. All payments made to the person deemed to be the Owner of any 2012/2013 Bond in accordance with this Section shall be valid and effectual and shall discharge the liability of the Authority, Trustee, Registrar and Paying Agent upon such 2012/2013 Bond to the extent of the sums paid. Section 2.5. Registration, Transfer and Exchange. So long as any 2012/2013 Bonds remain outstanding, the Registrar shall keep the register at its designated corporate trust operations office in which, subject to such reasonable regulations as it may prescribe, the Registrar shall provide for the registration and transfer of the 2012/2013 Bonds in accordance with the terms of this Supplemental Ordinance. Each 2012/2013 Bond shall be transferable only upon the presentation and surrender thereof at the designated corporate trust operations office of the Registrar, duly endorsed for transfer, or accompanied by an assignment duly executed by the Owner or his authorized representative in form satisfactory to the Registrar. Upon due presentation of any 2012/2013 Bond for transfer, the Registrar shall authenticate and deliver in exchange therefor, within a reasonable time after such presentation, a new 2012/2013 Bond or 2012/2013 Bonds, registered in the name of the transferee or transferees, in authorized denominations and of the same series, maturity and aggregate principal amount and bearing interest at the same rate as the 2012/2013 Bond or 2012/2013 Bonds so presented. All 2012/2013 Bonds shall be exchangeable upon the presentation and surrender thereof at the designated corporate trust operations office of the Registrar for a 2012/2013 Bond or 2012/2013 Bonds of the same series, maturity and interest rate and in any authorized denomination, in an aggregate principal amount equal to the unpaid principal amount of the 2012/2013 Bond or 2012/2013 Bonds presented for exchange. The Registrar shall be and is hereby authorized to authenticate and deliver exchanged 2012/2013 Bonds in accordance with the provisions of this Section. Each 2012/2013 Bond delivered in accordance with this Section shall be entitled to the benefits and security of this Supplemental Ordinance to the same extent as the 2012/2013 Bond or 2012/2013 Bonds in lieu of which such 2012/2013 Bond is delivered. The Authority or the Registrar may require the Owner of any 2012/2013 Bond to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with the transfer or exchange of such 2012/2013 Bond. Any fee or charge of the Registrar for such transfer or exchange shall be paid by the Authority. I\

19 The Registrar shall not be required to transfer or exchange any 2012/2013 Bond during any period between the Record Date and the next Interest Payment Date, during the fifteen (15) days prior to the mailing of any notice of redemption, or subsequent to the mailing of any notice of redemption of such Bond by the Registrar. If an Authorized Airport Representative determines, in the future, that it is beneficial to have the 2012/2013 Bonds held by a central depository system and have transfers of the 2012/2013 Bonds effected by book-entry in the books of the central depository system, the Authority hereby authorizes such Authorized Airport Representative to take any actions necessary to effect such change. Section 2.6. Cancellation. All 2012/2013 Bonds paid or redeemed in accordance with this Supplemental Ordinance, and all 2012/2013 Bonds or replacement 2012/2013 Bonds authenticated and delivered in accordance herewith, shall be canceled and destroyed upon the making of proper records regarding such payment or redemption. The Registrar shall periodically furnish the Authority with certificates of destruction for such 2012/2013 Bonds. Section 2.7. Replacement Bonds. Upon the presentation and surrender to the Registrar of a mutilated 2012/2013 Bond, the Registrar shall authenticate and deliver in exchange therefor a replacement 2012/2013 Bond of like series, maturity, interest rate and principal amount, bearing a number not contemporaneously outstanding. The Authority or the Registrar may require the Owner of such 2012/2013 Bond to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith and any other expenses connected therewith, including the fees and expenses of the Registrar. If any 2012/2013 Bond is lost, apparently destroyed or wrongfully taken, the Authority, pursuant to the applicable laws of the State of Indiana and in the absence of notice or knowledge that such 2012/2013 Bond has been acquired by a bona fide purchaser, shall execute and the Registrar shall authenticate and deliver a replacement 2012/2013 Bond of like series maturity, interest rate and principal amount, bearing a number not contemporaneously outstanding, provided that the Owner thereof shall have: (a) furnished to the Authority and the Registrar satisfactory evidence of the ownership of and the circumstances of the loss, destruction or theft of such 2012/2013 Bond; (b) furnished to the Authority and the Registrar such security or indemnity as may be required by the Registrar and the Authority to save them harmless; (c) paid all expenses and charges in connection therewith, including, but not limited to, printing costs, legal fees, fees of the Registrar and any tax or other governmental charge that may be imposed; and (d) met any other reasonable requirements of the Authority, the Paying Agent, the Trustee and the Registrar. I\

20 If, after the delivery of such replacement 2012/2013 Bond, a bona fide purchaser of the original 2012/2013 Bond in lieu of which such replacement 2012/2013 Bond was issued presents for payment such original 2012/2013 Bond, the Authority, the Paying Agent and the Registrar shall be entitled to recover such replacement 2012/2013 Bond from the person to whom it was delivered or any person taking therefrom, except a bona fide purchaser, and the Authority, the Paying Agent and the Registrar shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Authority, the Paying Agent or the Registrar in connection therewith. If any such mutilated, lost, apparently destroyed or wrongfully taken 2012/2013 Bond has become or is about to become due and payable, the Authority in its discretion may, instead of issuing a replacement 2012/2013 Bond, authorize the Paying Agent to pay such 2012/2013 Bond. Each replacement 2012/2013 Bond delivered in accordance with this Section shall be entitled to the benefits and security of this Supplemental Ordinance to the same extent as the 2012/2013 Bond in lieu of which such replacement 2012/2013 Bond is delivered. Section 2.8. Paying Agent and Registrar, Appointment and Acceptance of Duties. The Bank of New York Mellon Trust Company, N.A., Indianapolis, Indiana, is hereby appointed as Registrar and Paying Agent for the 2012/2013 Bonds. The Bank of New York Mellon Trust Company, N.A., shall signify its acceptance of the duties and obligations imposed upon it by the Master Ordinance and this Supplemental Ordinance by executing and delivering a written acceptance thereof to the Authority and the Trustee. [End of Article II] I\

21 ARTICLE III. FORM OF 2012/2013 BONDS AND CERTIFICATES Section 3.1. Form of 2012/2013 Bonds. The 2012/2013 Bonds shall be in substantially the form attached hereto as Exhibit A, with such additions, deletions and variations as may be necessary or desirable and permitted by this Supplemental Ordinance. The 2012/2013 Bonds shall contain a recital that they are issued under IC [End of Article III] I\

22 ARTICLE IV. PROVISIONS CONCERNING EXCHANGE AND APPLICATION OF PROCEEDS OF THE 2012/2013 BONDS Section 4.1. Exchange of the 2012/2013 Bonds. (a) The 2012/2013 Bonds shall be exchanged with the Bond Bank for the Authority's Prior Bonds. The 2012H Bond Bank Bonds and the 2013 Bond Bank Bonds shall be sold at a price approved by an Authorized Airport Representative of not less than 95% of the principal amount thereof as set forth in the Purchase Agreement. The Bond Bank shall use a portion of the proceeds from the 2012H Bond Bank Bonds and the 2013 Bond Bank Bonds and/or transfer a portion of the proceeds to pay the costs of issuance of the respective 2012H Bond Bank Bonds or 2013 Bond Bank Bonds, as applicable and the respective 2012A Bonds or the 2013 Bonds, as applicable, and the premium paid for the respective 2012/2013 Policy, if any. The costs of issuance of (i) the respective 2012H Bond Bank Bonds and the 2012A Bonds and (ii) the respective 2013 Bond Bank Bonds and the 2013 Bonds, the cost of securing the 2012/2013 Policy or other credit enhancement, if any, may be allocated among any separate sub-series of 2012A Bonds or the 2013 Bonds, as applicable, and the costs of issuance paid from the 2012A Net Proceeds and the 2013 Net Proceeds, as applicable, will not exceed 2% of the principal amount of the applicable issue (as determined pursuant to the Code). (b) The 2012/2013 Bonds shall bear interest at a fixed rate payable on each Interest Payment Date, commencing as described in the Purchase Agreement or Purchase Agreements but in no event higher than 5% per annum and shall mature no later than the date such respective Prior Bonds mature. (c) An Authorized Airport Representative is authorized to approve the sale of the 2012/2013 Bonds, in one or more series or sub-series, subject to the following: (i) the 2012 Bonds shall be issued in an amount necessary, as determined by such Authorized Airport Representative to (A) refund up to $65,000,000 combined aggregate principal amount of Prior Bonds, (B) finance costs of issuing the 2012 Bonds and the 2012 Bond Bank Bonds, including the costs of any insurance policy or credit enhancement transaction related thereto and other expenses in connection with the refunding, and (C) costs incurred with respect to actions taken pursuant to subparagraph (e) of this Section 4.1; (ii) the yield on any subseries of 2012 Bonds, taking into account the amount paid for the 2012/2013 Policy or other credit enhancement, if any, shall not exceed 5.0%; and (iii) the 2013 Bonds shall be issued in an amount necessary, as determined by such Authorized Airport Representative to (A) refund up to $50,000,000 combined aggregate principal amount of Prior Bonds and, (B) finance costs of issuing the 2013 Bonds and the 2013 Bond Bank Bonds, I\

23 including the costs of any insurance policy or credit enhancement transaction related thereto and other expenses in connection with the refunding; (iv) the yield on any subseries of 2013 Bonds, taking into account the amount paid for the 2012/2013 Policy or other credit enhancement, if any, shall not exceed 5.0%. (d) The President or the Vice President of the Authority is hereby authorized and directed to sign the Final Official Statement (as defined herein) or Final Private Placement Memorandum (as defined herein) and to enter into and execute the Purchase Agreement, a continuing disclosure undertaking agreement, if necessary, the Letter of Representations, the 2012/2013 Bonds and any ancillary certificates or agreements necessary to carry out the intent of this Supplemental Ordinance, including any continuing covenant agreement proposed by a purchaser or holder of the 2012/2013 Bonds relating to the 2012/2013 Bonds (the "Ancillary Bond Documents") on behalf of the Authority, each in substantially the form and covering such topics as may be contemplated hereby, with such changes as may be deemed appropriate by an Authorized Airport Representative, the execution of such documents constituting conclusive evidence of the approval of such changes. An Authorized Airport Representative shall approve the amount and final pricing of the 2012/2013 Bonds, their final maturity dates, the final redemption features, the selection of sinking fund redemptions and all other terms and conditions for the sale and issuance of the 2012/2013 Bonds by his or her approval of the Purchase Agreement. The signatures of the President and Secretary on the 2012/2013 Bonds may be facsimiles. (e) Each Authorized Airport Representative is authorized to evaluate financial conditions in issuing the 2012/2013 Bonds and to structure the 2012/2013 Bonds and related transactions to include, without limitation, the termination, postponement, modification, adjustment, amendment or novation of one or more of the existing debt reserve fund purchase agreements, the solicitation for and selection of credit enhancement for the 2012/2013 Bonds, if any, or the modification of any such enhancement for bonds that may remain outstanding of the bond issues from which the Prior Bonds were selected, the redemption or defeasance of any of the Prior Bonds at a financially feasible price deemed acceptable to such Authorized Airport Representative and the refunding of the Prior Bonds including the use of any proceeds from the existing Revenue Bond Reserve Fund securing the Prior Bonds. Each Authorized Airport Representative, individually, is hereby authorized to execute any documents required to effect such actions. (f) Each Authorized Airport Representative is authorized to engage such professionals and consultants, including but not limited to an Airport Consultant and a verification agent, as such Authorized Airport Representative deems necessary in order to carry out the intent of this Supplemental Ordinance. I\

24 Section 4.2. Approval, Registration and Initial Delivery. Any Authorized Airport Representative is hereby authorized to have control and custody of the 2012/2013 Bonds and all necessary records and proceedings pertaining thereto pending their delivery, and other officers, employees and agents of the Authority are hereby authorized and instructed to make such certifications and to execute such instruments as may be necessary to accomplish the initial delivery of the 2012/2013 Bonds. The Registrar is hereby authorized to manually authenticate said 2012/2013 Bonds and any Authorized Airport Representative is authorized to deliver said 2012/2013 Bonds to the Bond Bank upon payment therefor. Each series of 2012/2013 Bonds shall not be issued, however, unless: (a) No Default. An Authorized Airport Representative certifies that, upon the issuance of that series of 2012/2013 Bonds, the Authority will not be in default under any term or provision of any Revenue Bonds then Outstanding or any ordinance pursuant to which any of such Revenue Bonds were issued. (b) Proper Fund Balances. An Authorized Airport Representative certifies that, upon the issuance of that series of 2012/2013 Bonds, the Revenue Bond Interest and Principal Fund will have the required amounts on deposit therein. (c) Historical Coverage on Outstanding Bonds. An Authorized Airport Representative certifies that, for either the Authority s most recent complete Fiscal Year or for any consecutive twelve (12) months out of the most recent eighteen (18) months prior to the issuance of that series, the Net Revenues of the Airport System, together with moneys in the Coverage Fund (as of the last day of such period), were equal to at least 125% of the Debt Service Requirement for all Revenue Bonds for such period (without taking into account the Debt Service Requirement for that series of 2012A Bonds or the 2013 Bonds to be issued). (d) With respect to both the 2012A Bonds and the 2013 Bonds, an Authorized Airport Representative shall submit to the Trustee those items necessary under Section 5.01(d) or Section 5.01(g) of the Master Ordinance. Section 4.3. Offering Documents. (a) If either the 2012H Bond Bank Bonds or the 2013 Bond Bank Bonds are privately placed, the Authority authorizes the distribution by the Placement Agent of the preliminary private placement memorandum pertaining to the 2012A Bonds and the 2012H Bond Bank Bonds and the preliminary private placement memorandum pertaining to the 2013 Bonds and the 2013 Bond Bank Bonds, which shall be in substantially the same form as the preliminary private placement memorandum pertaining to the 2012A Bonds and the 2012H Bond Bank Bonds (together, the "Preliminary Private Placement Memoranda"). The Preliminary Private Placement Memoranda are hereby authorized to be deemed and determined by an Authorized Airport Representative, on behalf of the Authority, as of their dates, to constitute the "final" private placement memoranda with respect to the 2012/2013 Bonds and the 2012/2013 Bond Bank Bonds to be offered thereby, if necessary, subject to completion as permitted pursuant to the provisions of Rule 15c2-12 of the Securities and Exchange Commission (the "SEC Rule"), and I\

25 authorized and approved to be placed into final form and distributed and delivered by the Placement Agent to purchasers and potential purchasers of the 2012/2013 Bond Bank Bonds offered thereby as the final private placement memoranda of the Bond Bank and the Authority, as of the date thereof (the "Final Private Placement Memoranda"), with respect to the 2012/2013 Bond Bank Bonds and the 2012/2013 Bonds. If the 2012H Bond Bank Bonds and the 2013 Bond Bank Bonds are privately placed, the Authority authorizes an Authorized Airport Representative, in cooperation with the Bond Bank, to negotiate the terms of a Bond Placement Agreement and execute any letter of representations of the Authority in connection therewith. (b) If either the 2012H Bond Bank Bonds or the 2013 Bond Bank Bonds are publicly offered, the Authority authorizes the distribution by the Placement Agent or other underwriter as selected by the Bond Bank and the Authority (the "Underwriter") of the preliminary official statement pertaining to the 2012A Bonds and the 2012H Bond Bank Bonds and the preliminary official statement pertaining to the 2013 Bonds and the 2013 Bond Bank Bonds, which shall be in substantially the same form as the preliminary private placement memorandum pertaining to the 2012A Bonds and the 2012H Bond Bank Bonds (together, the "Preliminary Official Statements"). The Preliminary Official Statements are hereby authorized to be deemed and determined by an Authorized Airport Representative, on behalf of the Authority, as of their dates, to constitute the "final" official statements with respect to the 2012/2013 Bonds and the 2012/2013 Bond Bank Bonds to be offered thereby subject to completion as permitted pursuant to the provisions of Rule 15c2-12 of the Securities and Exchange Commission (the "SEC Rule"), and authorized and approved to be placed into final form and distributed and delivered by the Placement Agent or Underwriter to purchasers and potential purchasers of the 2012/2013 Bond Bank Bonds offered thereby as the final official statements of the Bond Bank and the Authority, as of the date thereof (the "Final Official Statements"), with respect to the 2012/2013 Bond Bank Bonds and the 2012/2013 Bonds. If the 2012H Bond Bank Bonds and the 2013 Bond Bank Bonds are publicly offered, the Authority authorizes an Authorized Airport Representative, in cooperation with the Bond Bank, to negotiate the terms of a Bond Purchase Agreement and execute any letter of representations of the Authority in connection therewith. Section 4.4. Application of Proceeds of 2012/2013 Bonds and Other Funds. Proceeds from the sale of the 2012/2013 Bond Bank Bonds shall be applied as follows: (a) An amount, if any, determined by an Authorized Airport Representative shall be deposited with the Trustee in an escrow account held by the Trustee which shall be sufficient to refund or defease the applicable Prior Bonds that the Authorized Airport Representative determines to redeem within ninety (90) days of the applicable closing date for the 2012/2013 Bonds; (b) An amount determined by an Authorized Airport Representative as shall be necessary to make any termination, postponement, modification, adjustment, amendment, novation or other payment related to one or more debt service reserve fund purchase agreements related to the Prior Bonds and/or the 2012/2013 Bonds, if any, shall be transferred to the applicable counterparty from proceeds of the 2012/2013 Bonds. Any I\

26 amounts received in connection with the modification or termination of a debt service revenue fund purchase agreement related to the Prior Bonds may be used to refund the Prior Bonds or applied to capital projects of the Airport; and (c) An amount determined by an Authorized Airport Representative needed to pay the costs of issuing the 2012/2013 Bond Bank Bonds and the 2012/2013 Bonds shall be held by the Trustee of the Bond Bank Bonds and used as provided in the respective trust indentures of the Bond Bank related to the 2012/2013 Bond Bank Bonds. Section 4.5. No Arbitrage. The Authority certifies that based upon all facts and estimates now known or reasonably expected to be in existence on the date the 2012/2013 Bonds are delivered and paid for, the Authority reasonably expects that the proceeds of the 2012A Bonds will not be used in a manner that would cause any 2012/2013 Bond to be an "arbitrage bond" under Section 148 of the Internal Revenue Code of 1986, as amended and existing on the date of issuance of the 2012/2013 Bonds (the "Code"). Furthermore, all officers, employees and agents of the Authority are authorized and directed to provide certifications of facts and estimates that are material to the reasonable expectations of the Authority as of the date the 2012/2013 Bonds are delivered and paid for. In particular, all or any officers of the Authority are authorized to certify for the Authority the facts and circumstances and reasonable expectations of the Authority on the date the 2012/2013 Bonds are delivered and paid for regarding the amount and use of the proceeds thereof. Moreover, the Authority covenants that it shall make such use of the proceeds of the 2012/2013 Bonds, regulate investments of proceeds thereof and take such other and further actions as may be required so that the 2012/2013 Bonds shall not be "arbitrage bonds" under Section 148 of the Code and regulations prescribed from time to time thereunder. Section 4.6. Refunding Bonds. The Authority conducted a public hearing on the date this Ordinance is adopted in accordance with Indiana law. However, because the average maturity of the 2012A Bonds and the average maturity of the 2013 Bonds is not more than the average maturity of the applicable Prior Bonds, no additional hearings are required for federal tax purposes. Section 4.7. Tax Covenants. In order to preserve the exclusion from gross income of the interest on any 2012/2013 Bonds issued as tax-exempt bonds under Section 103 of the Code as required by Section 6.09 of the Master Ordinance, the Authority hereby certifies and covenants as follows: (a) The proceeds of the 2012/2013 Bond Bank Bonds will be used to refund certain Prior Bonds within 90 days after the Closing Date and to pay the allocable costs of issuing the 2012/2013 Bonds, the corresponding 2012/2013 Bond Bank Bonds and the allocable costs of any insurance or other credit enhancement (the "Refunding Proceeds"). At least 95% of the proceeds of the Prior Bonds, less the amount of any payment paid or deemed paid plus any amount received or deemed received due to the termination, modification, adjustment, novation or amendment of the existing debt service reserve fund purchase agreement for tax purposes, were used to pay Project Costs of the applicable Prior Projects. Each such Prior Project has been and will continue until such 2012/2013 Bonds are paid in full, to constitute a facility which is directly related and essential to: I\