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$350,000,000 the INDIANAPOLIS LOCAL, PUBLIC IMPROVEMENT BOND BANK Goldman, Sachs & Co. Jpmorgan

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$350,000,000 the INDIANAPOLIS LOCAL, PUBLIC IMPROVEMENT BOND BANK Goldman, Sachs & Co. Jpmorgan NEW ISSUE RATINGS: See "RATINGS" herein Book-Entry-Only In the opinion of Ice Miller LLP, Indianapolis, Indiana ("Bond Counsel"), under existing laws, regulations, judicial decisions and rulings, interest on the 2008 Bonds (hereinafter defined) is excludable from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986, as amended and in effect on the date of issuance of the 2008 Bonds (the "Code"), except for interest on any 2008 Bond for any period during which such 2008 Bond is owned by a person who is a "substantial user" of the Airport System (hereinafter defined) or a "related person" as defined in Section 147(a) of the Code. Such exclusion is conditioned on continuing compliance with the Tax Covenants (hereinafter defined). The interest on the 2008 Bonds is a specific preference item for purposes of the federal individual and corporate alternative minimum taxes. In addition, in the opinion of Bond Counsel under existing laws, regulations, judicial decisions and rulings, interest on the 2008 Bonds is exempt from income taxation in the State of Indiana. See "TAX MATTERS" and APPENDIX C—"FORM OF APPROVING OPINION OF BOND COUNSEL" herein. $350,000,000 THE INDIANAPOLIS LOCAL, PUBLIC IMPROVEMENT BOND BANK VARIABLE RATE BONDS, SERIES 2008C (INDIANAPOLIS AIRPORT AUTHORITY PROJECT) Dated: Date of Delivery Due: As shown on the inside cover The Indianapolis Local Public Improvement Bond Bank (the "Bond Bank") will issue its Variable Rate Bonds, Series 2008C (Indianapolis Airport Authority Project), in seven separate sub-series, as shown on the inside cover (collectively, the "2008 Bonds"), pursuant to the Trust Indenture, dated as of June 1,2008 (the "Indenture"), between the Bond Bank and The Bank of New York Trust Company, N. A. (the "Trustee"), as described herein. The 2008 Bonds will be dated the date of delivery and will bear interest from that date to their respective maturity dates in the amounts set forth on the inside cover hereof and shall bear interest in various interest rate periods as described herein. The 2008 Bonds are issuable 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 2008 Bonds will be made in book-entry-only form, in denominations of $100,000 and any integral multiple of $5,000 in excess of $100,000. Purchasers of beneficial interests in the 2008 Bonds (the "Beneficial Owners") will not receive physical delivery of certificates representing their interests in the 2008 Bonds. Interest on the 2008 Bonds is payable on each Interest Payment Date (as defined herein). Interest, together with the principal and redemption premium, if any, of the 2008 Bonds, will be paid directly to DTC by The Bank of New York Trust Company, N.A., in Dallas, Texas, as paying agent under the Indenture, so long as DTC or its nominee is the registered owner of the 2008 Bonds. The final disbursement of such payments to the Beneficial Owners of the 2008 Bonds will be the responsibility of DTC, the DTC Participants and the Indirect Participants, all as defined and more fully described in APPENDIX G—"BOOK-ENTRY-ONLY SYSTEM." The 2008 Bonds initially will be in the Weekly Interest Rate Period, bearing interest at a variable rate determined weekly by the Remarketing Agents for the respective sub-series of the 2008 Bonds, as shown on the inside cover. Generally, each Weekly Interest Rate Period will commence on and include a Wednesday and end on and include the next succeeding Tuesday. The 2008 Bonds may be converted to a Daily Interest Rate Period or a Fixed Interest Rate Period, as described herein. So long as the 2008 Bonds bear interest at the Daily Interest Rate or the Weekly Interest Rate, interest on the 2008 Bonds is payable on the first Business Day of each month, commencing July 1, 2008. Investors should not rely upon this Official Statement with respect to any 2008 Bonds, if such 2008 Bonds no longer bear interest at the Daily Interest Rate or the Weekly Interest Rate. See "THE 2008 BONDS." The scheduled payment of principal of and interest on the 2008 Bonds when due will be guaranteed under an insurance policy (the "Policy") to be issued concurrently with the delivery of the 2008 Bonds by FINANCIAL SECURITY ASSURANCE INC. See "BOND INSURANCE" herein and APPENDIX H for the form of the Policy. PFSA, In addition, under a Standby Bond Purchase Agreement, dated as of June 1, 2008 (the "Standby Purchase Agreement"), among the Bond Bank, the Trustee and Dexia Credit Local, acting through its New York Branch (the "Bank"), the Bank agrees to purchase any 2008 Bonds bearing interest at a Daily Interest Rate or a Weekly Interest Rate tendered for purchase but not remarketed, up to the amount of the Available Commitment (as defined herein). The Bank's obligation to purchase any 2008 Bonds will expire on June 25, 2011, unless terminated, suspended or extended prior thereto. See "LIQUIDITY FACILITY OR LETTER OF CREDIT" and APPENDIX I—"INFORMATION CONCERNING THE BANK." The 2008 Bonds are being issued by the Bond Bank for the principal purposes of providing funds to: (i) purchase the Indianapolis Airport Authority Variable Rate Airport Revenue Bonds, Series 2008A (the "2008 Authority Bonds") to be issued by the Indianapolis Airport Authority (the "Authority"); (ii) pay the costs of issuance (including costs of securing the Policy and the Standby Purchase Agreement) of the 2008 Bonds and the 2008 Authority Bonds; and (iii) pay for certain program expenses of the Bond Bank. The proceeds of the 2008 Authority Bonds are expected to be used by the Authority to: (a) fund a portion of the costs of certain capital improvements needed for the Airport System (as defined herein), including a portion of the Authority's 2001-2010 Capital Improvement Program (the "2001-2010 CIP") and a portion of the capital improvements included in the Authority's current plan for such improvements in 2011 and 2012 (the "2011-2012 Capital Projects"), including capitalized interest on the Authority Revenue Bonds; (b) fund a deposit to the Authority's 2008 Reserve Account of the Revenue Bond Reserve Fund; and (c) refund all or a portion of the Authority's outstanding Commercial Paper. See "AUTHORITY PLAN OF FINANCING." The 2008 Bonds are subject to optional and mandatory redemption prior to maturity and optional and mandatory tender for purchase, as described herein under the captions "THE 2008 BONDS—Mandatory Sinking Fund Redemption," "—Mandatory Redemption of Bank Bonds," "—Optional Redemption" and "—Tender for Purchase." The 2008 Bonds are limited obligations of the Bond Bank payable solely out of the revenues and funds of the Bond Bank pledged therefor under the Indenture (including payments received on the 2008 Authority Bonds). The 2008 Authority Bonds are special obligations of the Authority and are payable solely from and secured exclusively by a lien upon Net Revenues (as defined herein) of the Airport System administered by the Authority, on a parity with certain bonds previously issued by the Authority and currently outstanding pursuant to the Ordinance (as defined herein). The 2008 Bonds do not constitute a debt, liability, general obligation or loan of the credit of the State of Indiana (the "State") or any political subdivision thereof, including the City of Indianapolis, Indiana (the "City"), Marion County, Indiana (the "County") and the Authority, under the constitution and laws of the State, or a pledge of the faith, credit and taxing power of the State or any political subdivision thereof, including the City, the County and the Authority. The 2008 Authority Bonds do not constitute a debt or a general obligation of the State or any political subdivision thereof, including the City, the County, the Authority and the Bond Bank, under the constitution and laws of the State. The sources of payment of, and security for, the 2008 Bonds and the 2008 Authority Bonds are more fully described herein. The Bond Bank has no taxing power. See "SECURITY AND SOURCES OF PAYMENT FOR THE 2008 BONDS." This cover page contains information for quick reference only and is not a summary of this issue. Investors must read the entire Official Statement, including the appendices hereto, to obtain information essential to making an informed investment decision, paying particular attention to the matters discussed under "BONDHOLDER RISKS." The 2008 Bonds are offered when, as and if issued by the Bond Bank and received by the Underwriters and subject to prior sale, withdrawal or modification of the offer without notice, and to the approval of legality by Ice Miller LLP, Indianapolis, Indiana, Bond Counsel. Ice Miller LLP also serves as Bond counsel to the Authority. Certain legal matters will be passed on for the Bond Bank by its General Counsel, Deron S. Kintner, Esq., Indianapolis, Indiana, for the Authority by its General Counsel, Anne M. O'Connor, Esq., Indianapolis, Indiana, for the Underwriters by their co-counsel, Barnes & Thornburg LLP, Indianapolis, Indiana, and Darla Y. Williams & Associates, PC, Indianapolis, Indiana, and for the Bank by its counsel, Chapman and Cutler LLP, Chicago, Illinois. It is expected that the 2008 Bonds will be available for delivery through the facilities of DTC in New York, New York, on or about June 26, 2008. Goldman, Sachs & Co. JPMorgan Bane of America Securities LLC City Securities Corporation Morgan Stanley Siebert Brandford Shank & Co., L.L.C. June 17, 2008 $350,000,000 THE INDIANAPOLIS LOCAL PUBLIC IMPROVEMENT BOND BANK VARIABLE RATE BONDS, SERIES 2008C (INDIANAPOLIS AIRPORT AUTHORITY PROJECT) $100,000,000 Sub-series 2008C-1 Price: Par CUSIP: 45528S K88 Maturity Date: January 1, 2037 Underwriter: J.P.
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